In a prominent place, the date as at which Robert Brown Ltd’s statement is prepared.

A statement in the following form (to be set out at the front of Robert Brown Ltd’s statement):

“IMPORTANT INFORMATION

(The information in this section is required under the Securities Act 1978.)

Investment decisions are very important. They often have long-term consequences. Read all documents carefully. Ask questions. Seek advice before committing yourself.

Warning

This offer is exempt under the Securities Act (Robert Brown Developments (Napier) Limited) Exemption Notice 2002 from the legal requirement to register a prospectus for this scheme and to appoint an independent supervisor to monitor the interests of subscribers. Your attention is drawn to the absence of these statutory protections.

Choosing an investment

When deciding whether to invest, consider carefully the answers to the following questions that can be found on the pages noted below:

What sort of investment is this?

Who is involved in providing it for me?

How much do I pay?

What are the charges?

What returns will I get?

What are my risks?

Can the investment be altered?

How do I cash in my investment?

Who do I contact with inquiries about my investment?

Is there anyone to whom I can complain if I have problems with the investment?

What other information can I obtain about this investment?

Choosing an investment adviser

You have the right to request from any investment adviser a written disclosure statement stating his or her experience and qualifications to give advice. That document will tell you—

• (a) whether the adviser gives advice only about particular types of investments; and

• (b) whether the advice is limited to the investments offered by 1 or more particular financial organisations; and

• (c) whether the adviser will receive a commission or other benefit from advising you.

You are strongly encouraged to request that statement. An investment adviser commits an offence if he or she does not provide you with a written disclosure statement within 5 working days of your request. You must make the request at the time the advice is given or within 1 month of receiving the advice.

In addition,—

• (a) if an investment adviser has any conviction for dishonesty or has been adjudged bankrupt, he or she must tell you this in writing; and

• (b) if an investment adviser receives any money or assets on your behalf, he or she must tell you in writing the methods employed for this purpose.

Tell the adviser what the purpose of your investment is. This is important because different investments are suitable for different purposes.”

A description of the proportionate ownership scheme, the interests in the proportionate ownership scheme being offered, and how long the scheme has been in operation.

A description of the real property to be purchased by the subscribers for the purposes of the proportionate ownership scheme.

Material details of the contracts relating to the building or improvements if—

• (a) it is proposed to construct a building on the real property; or

• (b) at the date of Robert Brown Ltd’s statement, a building is in the course of construction on the real property; or

• (c) it is proposed to make other improvements to the real property.

A description of any covenants, conditions, restrictions, and easements in respect of the real property, whether or not registered on the certificate of title in respect of the real property.

Whether any matters referred to in a land information memorandum under section 44A of the Local Government Official Information and Meetings Act 1987 have been referred to the independent registered valuer for the purposes of the valuation report referred to in clause 5(2)(f) of the notice, and a description of those matters.

A description of any option, buyback, or similar arrangement, and any rental guarantees in relation to the real property.

(1) Material details concerning any rights of occupation to which the real property is subject, whether by lease, licence, or otherwise, including—

• (a) the term of the agreement; and

• (b) any rights of renewal; and

• (c) any rent reviews; and

• (d) the financial standing of tenants or occupiers; and

• (e) any guarantees or other special provisions.

(2) A statement—

• (a) of the place where copies of any agreement relating to such rights of occupation may be inspected free of charge; and

• (b) whether any existing occupant of the real property has failed to meet any material obligations under the terms of any agreement conferring a right of occupation.

The names and addresses of the following persons associated with the proportionate ownership scheme and a description of their role in the scheme:

• (a) Robert Brown Ltd and its directors:

• (b) the manager of the scheme and, if that person was not the person first appointed as the manager of the scheme, the person first appointed as the manager of the scheme:

• (c) the person referred to in clause 5(2)(d) of the notice:

• (d) the sales organisation (if any) through which the offer of specified participatory securities is made to the subscriber:

• (e) the names and addresses of any promoters.

The qualifications and experience of the manager of the proportionate ownership scheme.

(1) Material details of any management agreement that has been, or is proposed to be, entered into for the management of the real property, including—

• (a) the term of the agreement; and

• (b) the management fee; and

• (c) the procedures for making decisions that may affect the interests of subscribers of specified participatory securities.

(2) A statement of the place where copies of the management agreement may be inspected free of charge.

If Robert Brown Ltd, the manager of the proportionate ownership scheme, any promoter of the proportionate ownership scheme, or any shareholder, director, or employee of Robert Brown Ltd or manager or promoter—

• (a) is a party to, or will or may derive a material financial benefit from, any transaction relating to the proportionate ownership scheme or the real property; or

• (b) has a material financial interest in another party to, or a person who will or may derive a material financial benefit from, any transaction relating to the proportionate ownership scheme or the real property; or

• (c) is a director, officer, or trustee of another party to, or a person who will or may derive a material financial benefit from, any transaction relating to the proportionate ownership scheme or the real property; or

• (d) is the parent, child, or spouse of another party to, or person who will or may derive a material financial benefit from, any transaction relating to the proportionate ownership scheme or the real property; or

• (e) is otherwise directly or indirectly materially interested in any transaction relating to the proportionate ownership scheme or the real property,—

the following information:

• (f) the names of the parties to the transaction and the date of the transaction; and

• (g) a brief description of the material terms of the transaction; and

• (h) the nature of the interest in the transaction.

The purchase price to be paid by subscribers for the real property.

(1) A statement as to which of the following types of charges are or may be payable to Robert Brown Ltd or a promoter, or an associated person of Robert Brown Ltd or a promoter, or the proportionate ownership scheme, by a subscriber (whether directly or indirectly, including by deduction):

• (a) entry charges:

• (b) trustee, administration, or management charges:

• (c) expenses or overhead charges:

• (d) charges or expenses relating to goods or services that the subscriber is required to obtain:

• (e) early termination charges:

• (f) switching or sale charges (including the difference between any buying and selling prices for the securities):

• (g) alteration charges:

• (h) other charges.

(2) A statement as to which of the types of charges specified in subclause (1) are or may be payable by Robert Brown Ltd or from the scheme to a promoter or administration manager or investment manager, or an associated person of Robert Brown Ltd or the promoter or the administration manager or the investment manager, being charges that will or may affect the amount of the returns to subscribers.

(3) A brief description of any practices of Robert Brown Ltd or any associated person in relation to charges that will or may affect the amount of the returns to subscribers.

(4) A brief description of the rights of Robert Brown Ltd or any other person to alter any of the charges applicable to the specified participatory securities.

(1) If a charge, or the minimum or maximum amount of a charge, referred to in clause 15(1) can, at the date of Robert Brown Ltd’s statement, be expressed as a dollar amount (or as a percentage of another dollar amount), a statement of the dollar amount (or of the percentage and a description of the other dollar amount).

(2) If a charge, or the minimum or maximum amount of a charge, referred to in clause 15(1) cannot, at the date of Robert Brown Ltd’s statement, be expressed as a dollar amount (or as a percentage of another dollar amount), a statement describing how the charge will be calculated and what procedure is available to the subscriber to ascertain the amount at the time of, and following, the subscription.

The remuneration and other benefits Robert Brown Ltd will receive for establishing and promoting the proportionate ownership scheme and the manner in which this remuneration and other benefits are to be paid or provided.

Material details concerning the manner in which all income and expenses relating to the proportionate ownership scheme are to be accounted for and the basis upon which profits are to be distributed.

To the extent that it is in the possession or control of Robert Brown Ltd or that it can reasonably be obtained by Robert Brown Ltd, the following financial information in respect of the real property that is the subject of the proportionate ownership scheme:

• (a) a statement of income and expenditure for a financial year ending not more than 5 months before the date of Robert Brown Ltd’s statement that accords with generally accepted accounting practice and that has been reviewed by a member of the Institute of Chartered Accountants of New Zealand; and

• (b) a statement of cash flows for a financial year ending not more than 5 months before the date of Robert Brown Ltd’s statement that accords with generally accepted accounting practice and that has been reviewed by a member of the Institute of Chartered Accountants of New Zealand.

If Robert Brown Ltd’s statement contains forecast financial information in respect of the proportionate ownership scheme, forecast financial statements in respect of the scheme for the first accounting period of 1 year commencing on or after the date of Robert Brown Ltd’s statement that—

• (a) comprise statements of financial position, financial performance, and cash flows; and

• (b) accord with generally accepted accounting practice; and

• (c) have been reviewed by a member of the Institute of Chartered Accountants of New Zealand.

A description and, where practicable, quantification of all liabilities (including contingent liabilities) that a subscriber of specified participatory securities will or may incur as a holder of the specified participatory securities.

A brief description of any right of a subscriber, Robert Brown Ltd, or any other person to alter the terms of a subscriber’s interest in the proportionate ownership scheme.

A brief description of any right of Robert Brown Ltd, a subscriber, or any other person to terminate a subscriber’s interest in the proportionate ownership scheme.

(1) A statement as to whether or not a subscriber is entitled to sell his or her interest in the proportionate ownership scheme to another person and, if so, whether in the opinion of Robert Brown Ltd there is an established market for such sales.

(2) If any charges are payable by a subscriber on any such sale, a brief description of those charges.

The names or descriptions of officers, employees, or agents of Robert Brown Ltd to whom enquiries about the proportionate ownership scheme can be made, and the addresses and business telephone numbers of those people.

(1) The names or descriptions of officers, employees, or agents of Robert Brown Ltd to whom complaints about the proportionate ownership scheme can be made, and the addresses and business telephone numbers of those people.

(2) If complaints about the proportionate ownership scheme can be made to a trustee or an industry body, a statement to this effect and the addresses and business telephone numbers of those people.

(3) A statement whether complaints about the proportionate ownership scheme can be made to an ombudsman and, if so, the address and business telephone number of the ombudsman.

A statement of the type of information (if any) that is required to be, or otherwise will be, given annually to subscribers by Robert Brown Ltd.

A statement—

• (a) describing the type of information that is required to be, or otherwise will be, available on request from Robert Brown Ltd; and

• (b) explaining how such a request should be made; and

• (c) whether any charge may be made for such information and the amount of the charge.

Any other information that would be material to a prospective subscriber’s decision to invest in the scheme.

The name and address of the registered valuer and a brief description of that registered valuer’s qualifications.

A statement that the valuation report is made by the registered valuer as an independent registered valuer.

A statement that the registered valuer is making the valuation report for the purposes of the proportionate ownership scheme and for use by prospective subscribers of specified participatory securities.

A description of the real property that is the subject of the proportionate ownership scheme, and, if new buildings and improvements are proposed in respect of the real property, confirmation that the plans and specifications have been inspected by the registered valuer.

A list of any covenants, conditions, restrictions, easements, and any other estates or interests appearing on the certificate of title in respect of the real property as at the date of the independent registered valuer’s report.

The present use of the real property.

(1) The nature of any regional or district plan rules, existing use rights, resource consents, or other statutory requirements relating to the real property.

(2) Whether the intended use of the real property for the purposes of the proportionate ownership scheme complies with the rules, rights, consents, or other statutory requirements referred to in subclause (1).

The value of the real property as shown on the most recent Government valuation of the real property and the date of that valuation.

(1) Current rental payable, and a statement whether that rental is being paid, in respect of any existing leasehold interest in the real property or any existing tenancy arrangement relating to the real property.

(2) Other material matters concerning any such leasehold interests or tenancy arrangements.

The opinion of the registered valuer as to the value of the real property free of charges.

The basis upon which the registered valuer’s valuation of the real property is made and any assumptions used in making the valuation, including any matters referred to the valuer under clause 7 of Schedule 1.

The amount of income that the real property can reasonably be expected to produce on an annual basis under conditions prevailing at the date of the registered valuer’s report.

Any other matters concerning the real property that the registered valuer considers to be material according to the standards usually applied by registered valuers in conducting valuations of real property.

A statement that the registered valuer has consented to the distribution of the registered valuer’s report to prospective subscribers of specified participatory securities and that, as at the date of the report, the registered valuer has not withdrawn that consent.