NOTES1. The numbers of shares stated in this column include the result of a 100:1 share split carried out prior tolisting. Note however that the numbers stated do not include any Options to be allocated as part of theOption Offer.2. As at the date of this Prospectus, all of the shares in <strong>Pumpkin</strong> <strong>Patch</strong> (except those held by the trustees ofthe various <strong>Pumpkin</strong> <strong>Patch</strong> employee share schemes which are a combination of Class B and Class Cshares) are designated as Class A shares and confer full dividend and voting rights on the holders. ClassB and Class C shares typically do not confer voting rights and contain restrictions on their transferabilityand, in addition, the Class C shares do not confer dividend rights. Immediately prior to listing, however, all<strong>Pumpkin</strong> <strong>Patch</strong> shares will be re-classified as ordinary shares ranking equally with respect to dividendsand voting rights.3. The Company proposes, immediately after listing, to repurchase certain shares from the SellingShareholders. Post-listing, the numbers of shares held by each Selling Shareholder will depend on the levelof shares repurchased from them by <strong>Pumpkin</strong> <strong>Patch</strong> which, in turn, will depend on the level ofsubscriptions received under the Share Offer (see pages 81 and 82). Prior to listing, certain share transferswill have occurred between shareholders. The Simdec Trust has received 700,000 shares from the OpitoFamily Trust and 4,537,200 shares from the trustees of the employee share schemes (3 million of whichwere transferred <strong>for</strong> and on behalf of Maurice Prendergast and 1,537,200 of which were transferred <strong>for</strong>and on behalf of Chrissy Conyngham). The Simdec Trust is obliged to pay an amount <strong>for</strong> these sharesequivalent to the repurchase price per share it will receive under the Repurchase Agreements (seepages 81 and 82).4. <strong>Pumpkin</strong> <strong>Patch</strong> has issued 2,000,000 Shares to <strong>Pumpkin</strong> <strong>Patch</strong> Nominees Limited in its capacity as trusteeof the DF7 Scheme.As required by Listing Rule 7.1.15, <strong>Pumpkin</strong> <strong>Patch</strong> has, not earlier than two months prior to the date of thisProspectus, made a written request pursuant to sections 28 and 29 of the Securities Markets Act 1988 (asthough <strong>Pumpkin</strong> <strong>Patch</strong> was listed) requiring all registered and other holders of relevant interests (as defined inthat Act) of 5% or more of voting securities in <strong>Pumpkin</strong> <strong>Patch</strong> to provide disclosure of:• any relevant interest;• the nature of that relevant interest; and• where the relevant interest is beneficial ownership, the consideration and other terms and conditions of anytransaction under which that interest was acquired be<strong>for</strong>e the date of this Prospectus.No person who received a request <strong>for</strong> disclosure has failed to provide the in<strong>for</strong>mation requested.The following table shows, as at 7 April 2004, the holders of relevant interests of 5% or more of the votingsecurities in <strong>Pumpkin</strong> <strong>Patch</strong> and the nature of their relevant interests, and where the relevant interest isbeneficial ownership that was acquired within 2 years prior to 7 April 2004, the consideration and other termsand conditions of transaction(s) relating to such beneficial ownership.76
Relevant Interest Holder No of Nature of Interest heldshares 1Perpetual Trustee Limited(as trustee of the Quadrant Trust)Wynyard Wood Trustee Services Ltdand Nigel P Smith (as trustees of theFeruza Trust)Wynyard Wood Trustee Services Ltdand Nigel P Smith (as trustees of theSimdec Trust)Maurice J Prendergast, Kerry DPrendergast and Stuart G Callender(as trustees of the Kezza Family Trust)Mark J Synnott, Sally R Synnott andThe Gale Trustee Co Limited (astrustees of The Opito Family Trust)240,000 Legal and registered title. Beneficial interest in the shares is held by theunit holders of the Quadrant Capital Fund No 2 (being CSS Board,Fabemu Pty Limited (as trustee <strong>for</strong> Gibbon Superannuation Fund),Health Super Pty Limited (as trustee <strong>for</strong> Health Super Fund), INGPrivate Capital Pty Limited (as trustee <strong>for</strong> ING Private Capital Fund 1),Perpetual Trustee Company Limited (as trustee <strong>for</strong> MacquarieAlternative Investment Trust), MLC Limited, National Australia FinancialManagement Limited, PSS Board, Unisuper, Westpac BankingCorporation and Westpac Staff Superannuation Fund).487,800 Legal and registered title. Beneficial interest in the shares is held bythose beneficiaries (being unstated relatives of Setar Motani and trusts<strong>for</strong> the benefit of such relatives) in favour of whom the trustees mayexercise their discretion from time to time.148,000 Legal and registered title. Beneficial interest in the shares is held bythose beneficiaries (being unstated relatives of Steven Sher and trusts<strong>for</strong> the benefit of such relatives) in favour of whom the trustees mayexercise their discretion from time to time.134,000 Legal and registered title. Beneficial interest in the shares is held bythose beneficiaries (being unstated relatives of MJ and KDPrendergast and trusts <strong>for</strong> the benefit of such relatives) in favour ofwhom the trustees may exercise their discretion from time to time.111,000 Legal and registered title. Beneficial interest in the shares is held bythose beneficiaries (being unstated relatives of MJ and SR Synnott andtrusts <strong>for</strong> the benefit of such relatives) in favour of whom the trusteesmay exercise their discretion from time to time.Adam L Ryall, Judith M Ryall and 12,000 Legal and registered title. Beneficial interest in the shares is held byStanley A Carwardine (as trusteesthose beneficiaries (being unstated relatives of MJ and SR Synnottof the Punchestown Family Trust).and trusts <strong>for</strong> the benefit of such relatives) in favour of whom thetrustees may exercise their discretion from time to time.NOTES:1. The above in<strong>for</strong>mation is stated as at 7 April 2004 and, as such, precedes (and so does not take accountof):(i) the 100:1 share split to be carried out prior to listing (see page 79);(ii)(iii)(iv)(v)the re-designation, immediately prior to listing, of all shares as ordinary shares (ranking equally as todividends and voting rights). Currently, the shares are all Class A shares (which confer full dividendand voting rights), except those held by the trustees of the various employee share schemes whichare a combination of Class B and Class C shares (and which typically do not confer voting rightsand contain restrictions on their transferability and, in respect of the Class C shares, do not conferdividend rights);the share repurchases to be carried out immediately following listing in accordance with theRepurchase Agreements, as described in more detail on pages 81 and 82;the issue of shares to PPNL as the trustee of the DF7 scheme (to be carried out on listing, asdescribed in more detail on page 85); andallocation of options under the Option Offer (to be carried out prior to listing, as described in moredetail on page 93).2. The above in<strong>for</strong>mation does not refer to the shares held by the trustees of the various <strong>Pumpkin</strong> <strong>Patch</strong>employee share schemes as such shares do not confer voting rights and so are not voting securities of<strong>Pumpkin</strong> <strong>Patch</strong>. As described further in Note 1(ii) above, however, such shares will immediately prior tolisting be re-designated as ordinary shares, carrying full voting rights.77