5 Conditions of exemption The exemption is subject to the conditions that--- (a) the allotments to the exempted persons are made within 6 months after the date of, and pursuant to, the offer; and (b) the offer complies with the Securities Act 1978 as modified by the Securities Act (NZX-NZAX Market) Exemption Notice 2005; and (c) the prospectus clearly states--- (i) the number of voting securities in Viking Capital to be allotted pursuant to the offer to each of the exempted persons; and (ii) the potential maximum control percentage in Viking Capital of each of the exempted persons after the completion, and as a result, of allotments pursuant to the offer; and (iii) the potential maximum aggregate of the control percentages of each of the exempted persons and that person's associates after the completion, and as a result, of allotments pursuant to the offer; and (d) Viking Capital was not, or, but for having entered into a listing agreement with NZX in connection with the prospectus, would not have been, a code company before the allotment of voting securities pursuant to the offer. Dated at Auckland this 2nd day of June 2006. The Common Seal of the Takeovers Panel was affixed in the presence of: David Jones, Deputy Chairperson.