DO NOT COMPLETE THIS FORM IF YOU WISH TO CONTINUE HOLDING YOUR CAPITAL NOTES OFFER AND ACCEPTANCE FORM All information required to fill out this form, except your FIN, is on the personalised Voting/Proxy Form in this Noteholder package. Name of Noteholder/s: ( Transferor ) Holder Number Address: Number of Capital Notes Held Merger Company 2005 Limited (the "Transferee") offers to acquire the Capital Notes described above at a price of $1.0177 per Capital Note on 15 July 2005 and on the other terms and conditions set out in this form (the "Offer"). The Offer is conditional upon the scheme of arrangement described in the Information Memorandum dated 12 May 2005 (the "Scheme") being implemented in accordance with the Arrangement Plan set out in that document, and Capital Noteholders passing a resolution to approve the Scheme. If you complete and return this form before 30 June 2005, the consideration payable for your Capital Notes, together with accrued interest to 15 July 2005 will be sent to you on or about 15 July 2005. By signing this form the Transferor hereby: (a) accepts the Offer, and transfers the Capital Notes described above to the Transferee; (b) enters into an indemnity (as set out below) in favour of and for the Transferee, and appoints the Transferee as the attorney of the Transferor; and the Transferee hereby agrees (as evidenced by its execution of a form of agreement to which this form and those of the other transferors shall be appended together comprising an instrument of transfer) to take the Capital Notes. The Transferor hereby authorises the Transferee to use the Transferor s FASTER Identification Number (FIN) to transfer the Capital Notes to the Transferee. For this purpose, the Transferor s FIN is set out below. If the FIN is not supplied, the indemnity below will apply. FASTER Identification Number If you do not know your FIN call Computershare s line: New Zealand 09 488 8700, International +649 488 8700 For an individual / attorney Signed by the Transferor(s) For a company / body corporate Signed by the Transferor(s) by: Director / Duly Authorised Person Dated and executed the day of 2005 BY THE TRANSFEROR S EXECUTION OF THIS FORM, THE TRANSFEROR HEREBY DECLARES THAT, IF THE TRANSFEROR S FIN IS NOT SUPPLIED ABOVE: The Transferor is the holder of the Capital Notes described above; The Transferor has made a proper search for the FIN number but is unable to find it; The Transferor has not mortgaged, pledged, transferred or otherwise dealt with the Capital Notes and no other person holds any interest in the Capital Notes and they are the property of the Transferor absolutely; and The Transferor will indemnify the Transferee against any costs, loss or damages arising through or in consequence of the transfer of the Capital Notes being registered by the Transferee without production of the FIN number. AND hereby enters into a power of attorney in favour of the Transferee as follows: I/we hereby irrevocably authorise and appoint the Transferee (with power of substitution by the Transferee in favour of such person(s) as the Transferee may appoint to act on its behalf) as my/our attorney and agent to act for me/us and do all matters of any kind or nature whatsoever in respect of or pertaining to the Capital Notes referred to above in and all rights and benefits attaching to them as the Transferee may think proper and expedient and which I/we could lawfully do or cause to be done if personally acting, including the transfer of the Capital Notes to any person or persons whatsoever, the appointment of a proxy or proxies for any meeting whatsoever and execution of all documents in my/our name(s) which the Transferee may consider necessary for all or any of the foregoing purposes. If this form is signed under power of attorney, the attorney(s) signing must sign the following certificate: Certificate of non-revocation of power of attorney I/we, (Insert name of Attorney(s) signing) of (Address and Occupation) HEREBY CERTIFY: 1. THAT by a Power of Attorney dated the day of the Transferor named and described on the face of this form (the Donor) appointed me his/her/its/their attorney on the terms and conditions set out in that Power of Attorney. 2. THAT I/we have executed the form printed on the face of this document as attorney under that Power of Attorney and pursuant to the powers thereby conferred upon me/us. 3. THAT at the date hereof I/we have not received any notice or information of the revocation of that Power of Attorney by the death (or winding up) of the Donor or otherwise. Signed at this day of 2005 Signature of Attorney(s)
NOTES AND INSTRUCTIONS FOR COMPLETION 1 Interpretation: In this form references to the Transferor in the singular shall include the plural. 2 To Accept The Offer: Complete and sign this form where marked Signed by the Transferor(s). Companies must sign in accordance with the Companies Act 1993. 3 Joint Holders: If the Capital Notes are registered in the names of joint holders, all must sign the form. 4 Power Of Attorney: If the form is signed under a power of attorney, the relevant power of attorney must be submitted with the form for noting and return, and the certificate printed overleaf must be completed. Where such power of attorney has already been noted by the Trustee, then this fact must be stated under the signature of the attorney. 5 On Completion: Fold the form as indicated, seal and mail as soon as possible, but in any event so as to be received not later than 30 June 2005. The form is pre-addressed and requires no postage stamp if posting in New Zealand. The Share Registrar C/- Computershare Investor Services Limited Private Bag 92119 Auckland 1020 New Zealand MAILING INSTRUCTIONS 1. If mailing this Offer and Acceptance Form from within New Zealand, use this Form as a reply paid envelope by following the directions below: i. fold along the line indicated; and ii. seal with tape 2. If mailing this Offer and Acceptance Form from outside New Zealand, place this Form in an envelope and affix the necessary postage from the country of mailing. Address to: The Share Registrar C/- Computershare Investor Services Limited Private Bag 92119 Auckland 1020 New Zealand