prospectus for - Pumpkin Patch investor relations

• Adam Lindsay Gordon Ryall, Judith Mabel Ryall and Stanley Alexander Carwardine as trustees of thePunchestown Family Trust;• Mark Joseph Synnott, Sally Rene Synnott and the Gale Trustee Company Limited as trustees of The OpitoFamily Trust; and• Gregory John Muir, Debra Jane Muir and Geoffrey Alistair Lawrie as trustees of the Muir Trust;have entered into a deed in favour of the Lead Manager, whereby those shareholders have agreed that, fora minimum period of 12 months from the date on which Pumpkin Patch is quoted on the NZX, they will not:• Dispose of, or agree or offer to dispose of, Shares they hold;• Create, or agree or offer to create, any security interest (including the sale or purchase of options or similarfinancial instruments) in their Shares; and/or• Do, or omit to do, any act or omission which would have the effect of transferring effective ownership orcontrol of their Shares.If the shareholder takes any of the steps set out above:• Pumpkin Patch will take such reasonable steps that are within its control to give effect to the terms of thedeed or to rectify the matter giving rise to the breach;• Pumpkin Patch will (to the extent reasonably permitted by law) refuse to acknowledge, deal with, acceptor register any sale, assignment, transfer or conversion of any of the relevant Shares;• Pumpkin Patch will, for as long as the breach continues, not pay any dividends or distributions to any personin respect of the relevant shares and will not count any votes cast in respect of those Shares, in anyshareholder resolution; and• The relevant shareholder acknowledges that it will cease to be entitled to any dividends, distributions orvoting rights in respect of its Shares while the breach continues.Employee Share Scheme RestructuringThe Company has established a number of employee share schemes which have allowed employees(including executive Directors) to purchase shares in the Company.The Company has committed to restructurethese schemes, such restructuring taking effect prior to or upon the allotment of Shares under the Share Offer.The effect of the restructuring will be:• All shares allocated under these schemes prior to listing will be fully paid, and the Company will haveprovided interest free loans in aggregate of $7,202,861 to pay for any shares under these schemes notalready purchased by the relevant employee in cash;• All shares allocated under these schemes will be ordinary fully paid shares in Pumpkin Patch, ranking equallyin all respects with all other shares;• Pumpkin Patch must pay grossed up bonuses to employees (in some cases over three years, and in somecases payable immediately) to enable the employees (including executive Directors) to fully or substantiallydischarge the amount of these loans and the full cost of this has been fully provided for in the 31 July 2004forecast financial information.• Approximately one third of each employee’s shares issued under the employee share schemes will be held bya trustee as security for the payment of the loans owing to the Company, and will typically be releasedprogressively over three years to employees as their loans are progressively discharged. Different arrangementsare in place for the executive Directors, Maurice Prendergast, Greg Muir and Chrissy Conyngham. Greg Muirwill have 512,000 Shares held in escrow and progressively released over three years. Maurice Prendergast willprocure the provision to the trustees of the scheme of 1,500,000 Shares which will be held (by way of security)and progressively released over three years. Chrissy Conyngham will have 570,000 Shares held in escrow andprogressively released over three years.84