Statement of reasons

This notice applies to acts or omissions occurring on or after 28 June 2006 and expires on 31 December 2007.

The Takeovers Panel has exempted S8 Limited and S 8 NZ Pty Limited from compliance with rule 6(1) of the Takeovers Code (the Code) in relation to the exercise of options acquired under a full offer by S 8 NZ Pty Limited for all of the equity securities in Gullivers Travel Group Limited (the offer). Gullivers Travel Group Limited (Gullivers) has the following 2 classes of equity security on issue:

• •ordinary shares; and

• •options.

Only the ordinary shares carry voting rights under the Code.

The exemption relates to any increase in the percentage of the voting rights in Gullivers held or controlled by S8 Limited and S 8 NZ Pty Limited that arises from the allotment of voting securities on the exercise of options, acquired by S 8 NZ Pty Limited under the offer, after the offer has become unconditional.

The Takeovers Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemption from rule 6(1) of the Code for the following reasons:

• •the increase will be the result of the exercise of rights attaching to securities obtained under the offer for which S 8 NZ Pty Limited was obliged under the Code to make an offer; and

• •the resulting increase will be the same as if the holders of the options had converted those securities into shares and then accepted the offer in respect of the resulting shares.