This notice is the Securities Act (PA Consulting Group Limited) Exemption Notice 2008.

This notice comes into force on the day after the date of its notification in the Gazette.

This notice expires on the close of 30 September 2011.

(1) In this notice, unless the context otherwise requires,—

(2) Any term or expression that is defined in the Act or the Regulations and used, but not defined, in this notice has the same meaning as in the Act or the Regulations.

(1) This clause applies to—

• (a) PACG; and

• (b) a company incorporated in the United Kingdom that is a wholly owned subsidiary of PACG; and

• (c) a holder or offeror of specified securities previously allotted by PACG or a person in paragraph (b); and

• (d) a person acting on behalf of PACG or a person in paragraph (b) or (c).

(2) Every person to whom this clause applies is exempted from sections 37, 37A, 38A, and 51 to 54B of the Act and the Regulations (except regulation 8) in respect of specified securities offered under the employee share purchase scheme.

(1) This clause applies to—

• (a) PACG; and

• (b) a specified subsidiary; and

• (c) a person acting on behalf of PACG or a specified subsidiary.

(2) Every person to whom this clause applies is exempted from sections 33(2) and (3), 37, 37A, 38A, and 51 to 54B of the Act and the Regulations (except regulation 8) in respect of savings scheme securities offered in connection with participation in the employee share purchase scheme.

The exemptions in clauses 5 and 6 are subject to the condition that the specified securities or savings scheme securities (as the case may be) are allotted only to the following persons:

• (a) persons who are eligible persons at the time of allotment of the specified securities or savings scheme securities:

• (b) in the case of specified securities that are allotted on the exercise of rights or options to acquire specified securities, persons who are eligible persons at the time of allotment of those rights or options.

(1) The exemptions in clauses 5 and 6 from sections 37, 37A, 38A, 54A, and 54B of the Act are subject to the further condition that the person to whom the offer is made has received, before subscribing for the specified security or the savings scheme security (as the case may be),—

• (a) an English version or English translation of the following information (which may be in 1 or more documents):

  • (i) PACG's most recent annual report; and

  • (ii) PACG's most recent specified financial statements; and

  • (iii) the current rules of the employee share purchase scheme or a summary of those rules; and

  • (iv) the terms of the offer in New Zealand; or

• (b) a notice stating—

  • (i) that the information described in paragraph (a) is available on an Internet or intranet site operated by or on behalf of PACG; and

  • (ii) the address of that Internet or intranet site; and

  • (iii) that the information will be sent, without fee, to the person to whom the offer is made on request, and how and to whom that request may be made.

(2) The exemptions in clauses 5 and 6 are subject to the further condition that the information described in subclause (1)(a) is received by the Registrar of Companies before the date of allotment.

(3) However, if a specified security or savings scheme security is subscribed for before the earlier of 30 September 2009 or the publication of the annual report and specified financial statements of PACG for the year ending 31 December 2008, subclauses (1) and (2) apply as if, for the information described in subclause (1)(a)(i) and (ii), there were substituted the following information:

• (a) the most recent annual report of PA Holdings Limited; and

• (b) the most recent specified statements of PA Holdings Limited; and

• (c) the document titled “Circular to shareholders in respect of recommended proposals for the demerger of the Venture Business and Consulting Business of PA Holdings Limited by means of a scheme of arrangement under section 899 of the Companies Act 2006 and a reconstruction under section 110 of the Insolvency Act 1986”.

The exemption in clause 5 is subject to the further condition that, at the time of the offer, specified securities are also offered, or have previously been offered, under the employee share purchase scheme in the United Kingdom.

The exemption in clause 6 from section 33(2) of the Act is subject to the further condition that the subscriptions received in respect of the savings scheme securities are held in a bank account that holds only those subscriptions until the specified securities are allotted or the subscriptions are disposed of in accordance with the employee share purchase scheme, whichever is the earlier.