Statement of reasons This notice comes into force on 2 April 2004.

This notice exempts any person, subject to conditions, from complying with rule 6(1) of the Takeovers Code (the Code) in respect of any increase in his or her control percentage of The Todd Corporation that arises as a result of that person being appointed as a trustee of 1 or more of the Todd family trusts and the transfer of shares in The Todd Corporation to that person pursuant to clause 14.1 of the constitution of The Todd Corporation as a result of that appointment. The exemption is subject to the condition that the appointment of the trustee and the transfer of shares takes place before 14 April 2004.

The change in trusteeship, although involving a change in legal ownership of the shares, will not involve any change in the beneficial ownership of the shares in The Todd Corporation.

The exemption also revokes the Takeovers Code (The Todd Corporation Limited) Exemption Notice 2002 as the exemption granted under that notice is no longer applicable.

The Panel considers that it is appropriate to grant the exemption because—

• •all the recipients of transfers of shares in The Todd Corporation under the exemption are members of a single extended family and therefore are probably associates for the purposes of the Code. As such, the mechanisms provided in the Code for approval of increased shareholdings through transfers of shares are unworkable; and

• •there is no effective change in the control of voting rights of The Todd Corporation, which remain in the same beneficial ownership.

The Panel considers that the exemption is consistent with the Code because—

• •the exemption is granted solely to permit a change of trustees in a number of Todd family trusts; and

• •the change of trustees does not disadvantage shareholders in The Todd Corporation.