Kingfish Limited Prospectus and Investment Statement

for an offering of 50 million Ordinary Shares at an Offer Price of $1.00 per Share and one Option for every Share.

When passion and technique mesh seamlessly with local knowledge – chances are you’ll land a great catch.

“We are stock-pickersand regard ourselves asbusiness owners ratherthan sharemarket investors.We believe that there willalways be companies thatwill do well, irrespective ofthe economic or marketenvironment. We areconstantly searching forsuch businesses.”Fisher Funds

Important Information

The information in this section is required under theSecurities Act 1978.

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

Choosing an Investment

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

What sort of investment is this? 28

Who is involved in providing it for me? 30

How much do I pay? 30

What are the charges? 31

What returns will I get? 31

What are my risks? 32

Can the investment be altered? 33

How do I cash in my investment? 33

Who do I contact with enquiries about my investment? 34

Is there anyone to whom I can complain if I have problems with the investment? 34

What other information can I obtain about this investment? 34

In addition to the information referred to above, important information can be found in other sections of this Offer Document.

Choosing an Investment Adviser

You have the right to request from any investment adviser awritten disclosure statement stating his or her experience andqualifications to give advice. That document will tell you:

• Whether the adviser gives advice only about particulartypes of investments; and

• Whether the advice is limited to the investments offeredby one or more particular financial organisations; and

• Whether the adviser will receive a commission or otherbenefit from advising you.

You are strongly encouraged to request that statement. An investment adviser commits an offence if he or shedoes not provide you with a written disclosure statementwithin five business days of your request. You must makethe request at the time the advice is given or within onemonth of receiving the advice.

In addition:

• If an investment adviser has any conviction fordishonesty or has been adjudged bankrupt, he or shemust tell you this in writing; and

• If an investment adviser receives any money or assets on your behalf, he or she must tell you in writing themethods employed for this purpose.

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

OFFER TIMETABLE

Offer opens 1 March 2004

Priority Pool closes 5.00 pm, 19 March 2004

Offer closes 3.00 pm, 26 March 2004

Allocation 27 - 28 March 2004

Allotment 29 - 30 March 2004

Trading on the NZSX expected to commence 31 March 2004

The timetable is indicative only and Kingfish Limited may amend any of the datesabove, including the Closing Date of the Offer. In the event of an extension of theClosing Date, application monies will continue to be held on behalf of investorspending allotments, in accordance with the requirements of the Act.

Investors are encouraged to submit completed application forms as early aspossible, in accordance with the instructions contained in the section "Completingthe Application Form" on page 40.

1

Why Fisher Funds?

Why Kingfish?

Kingfish Limited (“Kingfish” or the “Company”) intends to raise $50 million

to become a listed investment company investing in small New Zealand

companies. The investment portfolio of Kingfish will be managed by FisherFunds Management Limited (“Fisher Funds” or the “Manager”), a specialistNew Zealand investment manager with a track record of successfullyinvesting in small company shares.

1. Why New Zealand

Small Companies?

The small company sector of NZX has a historyof strong performance, and has outperformedlarge company shares in each of the past fivecalendar years*.

2. Why Fisher Funds?

The Manager’s investment professionals arevery experienced in investing in New Zealandsmall companies.

Fisher Funds was recently appointed by the Guardians of New Zealand Superannuation to manage a portfolio of smaller New Zealandcompanies, and was named the top New Zealand Equity Manager by researchhouse FundSource in 2002 and 2003.

It can be difficult for individual investors to obtain information about, or gain access to, such companies. Kingfish shareholders will benefit from the Managers’ years ofexperience in analysing companies, assessingmanagement and compiling a portfolio of smallNew Zealand companies.

3. Why Kingfish?

Kingfish is a closed end fund structured as alimited liability company (as opposed to amanaged fund that permits investors to redeemunits to withdraw funds) with an objective tomake investments on a long-term basis.Because of the Company’s long-term approach,which does not involve the systematic sellingor switching of investments, its holdings arelikely to be exempt from tax in the event thatthey are sold.

Kingfish provides investors with an opportunity to invest in a diversified portfolio of investmentsthrough a single company. With even a smallinvestment, investors gain exposure to a portfolioof shares in up to 25 New Zealand companies.

The Company has agreed a fee structure withthe Manager that rewards superior performanceand penalises inferior performance.

Kingfish may invest in small companies that are listed on the NZSX and NZAX, and unlistedsmall companies.

Highlights

Why New Zealand Small Companies?

2

* Based on returns of the NZSX Small-Cap Gross Index and NZSX40Gross Index for the calendar years 1999 – 2003, Datastream.

AT A GLANCE

Investment Selection Criteria • Small New Zealand companies – initiallywith a market capitalisation of less than $450 million

• History of earnings growth

• Sustainable competitive advantage

• Above average forecast earnings growth

• Quality, committed management

Investment Style Long term growth.

Investment Universe • NZSX, NZAX and unlisted small companies

• 15 to 25 stocks

• No more than 30% in unlisted companies(at cost)

• No more than 15% in any one company(at cost)

• No start-up or early-stage companies

Performance Objective Long-term growth of capital and dividends.

Benchmark Changes in the CSFB 90 Day Bank Bill Indexplus 7%.

Management Fee 1.25% per annum of Gross Asset Value.

Incentive Fees Underperformance

Management fee will be reduced by 0.10%for every 1% underperformance relative tothe change in the CSFB 90 Day Bank BillIndex (subject to a 0.75% per annum floor).

Outperformance

The Manager will be paid 15% of excessreturns over and above the Benchmark as a Performance Fee (subject to rules set out in the Management Agreement). The Performance Fee will accrue and onlybecome payable once the Net Asset Valueper share exceeds $1.33.

50% of the Performance Fee will be paid in cash, with the rest in shares that have a180 day escrow period.

Capital Management A dividend reinvestment plan is available and a share buyback will be considered whenappropriate.

Gearing Can borrow up to a maximum of 20% of theGross Asset Value of the Company.

Reporting The Net Asset Value per Share will bepublished each week. Shareholders willreceive six-monthly reports from theCompany, and quarterly reports will bereleased to the NZX.

CONTENTS

Offer Summary 4

Letter from the Chairman 6

Letter from the Manager 7

Details of the Offer 8

Kingfish Limited 12

Board of Directors 14

Fisher Funds Management Limited 16

The Management Agreement 22

Chapman Tripp Tax Opinion 26

Answers to Important Questions 27

Additional Information 35

Statutory Information 35

Glossary 39

Completing the Application Form 40

Directory 45

Highlights – Continued 3

Offer Summary

The Offer

This combined Prospectus and Investment Statement (“Offer Document”)contains an offer (the “Offer”) of 50 million ordinary shares (the “Shares”) inKingfish Limited at a price of $1.00 per Share and, for each Share issued, oneOption (as described below). The Company may accept over-subscriptions ofup to 25 million Shares.

For each Share issued, subscribers will receive one Option(the Option) to subscribe for a Share at an exercise price of$1.00 exercisable on any of 31 March 2006, 31 March 2007and 31 March 2008. Holders can exercise some or all of theirOptions on any of these dates subject to a minimum exerciseof 500 Options.

The Offer comprises a Priority Offer and a General Offer.

Priority Offer

Up to 8 million Shares have been reserved for the PriorityOffer to existing clients of Fisher Funds. The Priority Offerwill be restricted to clients of Fisher Funds who lodgeapplications by 5.00 pm on Friday 19 March 2004. Shares inthe Priority Offer that are not taken up will be allocated by theDirectors at their discretion.

General Offer

The General Offer comprises up to 67 million Shares inclusiveof oversubscriptions plus any Shares in the Priority Offer thatare not taken up by existing clients of Fisher Funds orotherwise allocated by Directors at their discretion.

Other Key Information:

Minimum Application

For investors participating in the Offer, the minimumapplication is 2,000 Shares and in multiples of 500 Shares thereafter.

Completing the Application Form

Instructions on how to make an application are contained on page 40 of this Offer Document.

Joint Lead Managers

ASB Bank Limited and First NZ Capital.

Joint Organising Brokers

ASB Securities Limited and First NZ Capital Securities.

Definitions

In this Offer Document Kingfish Limited is referred to as theCompany or Kingfish.

A number of other words and phrases used in this OfferDocument are defined in the Glossary on page 39. Unlessotherwise stated, any reference to a date or time in this OfferDocument is a reference to a New Zealand date or time andany reference to dollars or $ is to New Zealand dollars.

Registration of Offer Document

This Offer Document is dated and is prepared as at 26 February 2004. A copy of this Offer Document, dulysigned and accompanied by copies of the documents requiredby section 41 of the Act to accompany this Offer Document,has been delivered for registration to the Registrar ofCompanies on 26 February 2004 under section 42 of the Act.

No Guarantee

No person referred to in this Offer Document guarantees theOffer, the Shares or the performance of the Company or theManager following the close of the Offer.

Offer Details

Further details of the Offer are set out under the heading"Details of the Offer" on pages 8 to 10 of this Offer Document.

4

Why New Zealand Small Companies?Small companies have a history of outperforming theirlarger counterparts, both here in New Zealand andoverseas*. Small company shares are often too small ortoo illiquid to be considered by large investors and sharebrokers, and therefore are often overlooked andsometimes trade below their inherent value.

As illustrated in the graph below, small company shareshave outperformed the New Zealand share market since thestart of 1992. The top performing stocks on the NZSX in thepast three years have been small company shares.

Small companies (represented by the NZSX SCI Index)account for approximately 12%** of the total capitalisationof the NZSX, and allow investors access to sectors of theeconomy that are not represented by the large companieslisted on the market. Generally speaking, small companiescan be more nimble, agile and focused than their largercounterparts which perhaps explains their superiorperformance over time.

Why Fisher Funds?Fisher Funds offers investors an outstanding track recordof investing in New Zealand small companies for the pastfive and a half years. Fisher Funds’ track record iselaborated more fully on pages 17 and 18.

Why Kingfish?The potent combination of a top-performing sector with atop-performing manager in an attractive investment structure.

• Kingfish will provide investors with a diversified Portfolioof well-researched small companies, managed by aprofessional investment team, all in one shareholding forthe investor.

• Because of its long-term, buy-and-hold investmentapproach, Kingfish should have a similar tax position toindividual New Zealand residents who hold their shareson capital account. The tax status of Kingfish isdiscussed on page 26.

• Kingfish offers investors ease of entry and exit, with thelisted stock likely to have greater liquidity and greaterability to buy and sell than some smaller company shares.

• Dividends are expected to be equivalent to Kingfish’sincome after deduction of operating and managementcosts, including tax and financing costs, of the Company,with imputation credits attached to the fullest extentpossible.

• Because Kingfish is a company and is a closed endedfund, it does not need to keep substantial cash balancesto provide for redemptions (unlike unit trusts). Kingfishcan therefore make long term investments, and caninvest in illiquid securities to maximise investmentreturns for the benefit of shareholders.

Performance of NZ Small Companies Index 1992 – 2003

0%

100%

200%

300%

400%

500%

600%

700%

Apr 93 Aug 94 Dec 95 Apr 97 Aug 98 Dec 99 Apr 01 Dec 03Aug 02

NZSX10 Gross Index NZSX40 Gross Index NZSX Small-Cap Gross Index

Dec 91

Cum

ulat

ive

Per

form

ance

%

The Fisher Funds NZ Growth Fund Since Inception

25%

0%

50%

75%

100%

125%

150%

175%

200%

225%

250%

275%

Aug 98 Apr 99 Dec 99 Aug 00 Apr 01 Dec 01 Aug 02 Apr 03 Dec 03

Fisher NZ Growth Fund Gross Returns NZSX Small-Cap Gross Index

Cum

ulat

ive

Per

form

ance

%

5

*Anthony Davies article dated19 January 2004, www.financialalert.co.nz

** As of 12 February 2004, Bloomberg

Letter from the Chairman

26 February 2004

Dear Investor,

The board of Kingfish Limited (Kingfish) is pleased to offer investors the opportunity to subscribe forshares in what we believe is an attractive investment opportunity.

Kingfish will utilise proceeds from the Offer to invest in a portfolio of smaller New Zealand companies.

The illiquid nature and scant research of small company shares make it difficult for individual investorsto successfully invest to achieve superior returns. We believe that long-term investment returns can besignificantly enhanced if the right small company shares are selected for inclusion in a portfolio.

The Board is pleased to be associated with Fisher Funds Management Limited (Fisher Funds) who will invest the assets of Kingfish. Over the past six years Fisher Funds has developed a specialisedapproach to investment, backed by a track record of delivering superior returns to investors. TheGuardians of New Zealand Superannuation have recognised this success by appointing Fisher Funds tomanage a portfolio of smaller New Zealand companies. FundSource has recognised Fisher Funds as thetop New Zealand Equities Fund Manager in 2002 and 2003.

The Kingfish Offer is structured to allow even small investors to achieve a diversified portfolio of smallNew Zealand companies and thereby reduce the risk often inherent in owning shares in just a fewcompanies. The Directors believe that over time total returns to shareholders should prove to beattractive relative to other New Zealand equity market sectors.

This Prospectus and Investment Statement outlines the details of the Offer, including the qualificationsof Kingfish’s Directors and the Manager, and Kingfish’s investment strategy.

The Directors are pleased to invite you to become a shareholder in Kingfish.

Yours sincerely

Rob Challinor

Chairman, Kingfish Limited

6

Letter from the Manager

26 February 2004

Dear Investor,

Fisher Funds Management Limited (Fisher Funds) is pleased to have the opportunity to manage theinvestment Portfolio of Kingfish Limited (Kingfish).

Selecting small companies for investment provides specific challenges for which the investment team atFisher Funds have developed specialist skills over many years in the industry. Our approach to stockselection focuses on researching companies with earnings potential, rather than a focus on currentvaluation, and considering how a business can grow its earnings and dividends over time. We buy with theintention of holding each investment for many years, and we truly think and act like business owners.

Before investing, we evaluate the universe of eligible stocks, narrowing our selection to a short list thatmeets our investment criteria. Evaluation criteria centres on company visits, industry analysis andassessment against our key investment criteria. We prefer our portfolio companies to have a proven,consistent track record, and a sustainable competitive advantage. If a company is great, we want tomake sure that it will remain great in years to come. We place an enormous emphasis on the quality ofmanagement and will not invest in a company without meeting and assessing the management team.

We have noticed over the years that the small company sector has been overlooked and under-researched. There are few investment analysts who focus their efforts on finding opportunities amongsmall companies, and only a handful of smaller companies ever find their way on to share brokers’recommended lists. Although many investors have enjoyed success from owning shares in one or twotop performing small companies, we believe that we are unrivalled in consistently picking winners toachieve a competitive investment return.

Our approach is tried and tested. The Fisher Funds New Zealand Growth Fund has delivered an 18%*

annualised return over the past five and a half years. Our investment team comprises Warren Couillault andmyself, and we each have a track record of picking successful companies in which to invest. I have beenmanaging smaller company share portfolios since 1991 and Warren has been analysing smaller companiessince 1993.

We are excited about this opportunity and look forward to managing the Kingfish Portfolio on behalf of the Board and investors.

Yours sincerely

Carmel Fisher

Managing Director,Fisher Funds Management Limited

7

Before fees and taxes to 31 January 2004.*

“We are more inclined to invest in qualitybusinesses with a proven history and sustainablecompetitive advantage than companies thatappear cheap on criteria such as book value”.

Details of the Offer

8

Fisher Funds

The Offer

The Company will offer for subscription to existing clientsof Fisher Funds, NZX Firms, eligible resident and non-resident professional investors, and members of the New Zealand public 50 million Shares at $1.00 per Share toraise $50 million with the ability to accept up to a further25 million Shares at $1.00 per Share. The Offer comprisesa Priority Offer and a General Offer. NZX has authorisedNZX Brokers to act in the Offering.

Priority Offer

Up to 8 million Shares have been reserved for the PriorityOffer to existing clients of Fisher Funds. The Priority Offerwill be restricted to clients of Fisher Funds who lodgeapplications by 5.00 pm on Friday 19 March 2004.

Fisher Funds clients should tick the “existing client” boxon the application form and insert their Unit HolderNumber as directed in the application form to receive thispriority. Shares offered pursuant to this entitlement maybe subject to scaling if demand exceeds the 8 millionShares so reserved.

General Offer

The General Offer comprises up to 67 million Sharesinclusive of oversubscriptions plus any Shares in thePriority Offer that are not taken up by existing clients of Fisher Funds or otherwise allocated by Directors at their discretion.

Option Entitlement

For each Share issued, subscribers will receive one Optionto subscribe for a Share at an exercise price of $1.00exercisable on any of 31 March 2006, 31 March 2007 and31 March 2008. Holders can elect to exercise some or all of their Options on any of these dates subject to aminimum exercise of 500 Options. Detailed terms of theOptions are set out on page 28.

Use of Proceeds

The total proceeds of the Offer will be a minimum of $30 million and a maximum of $75 million.

Net Proceeds will be invested in a diversified Portfolio of small New Zealand companies. The Company initiallyintends to focus on investing in companies with a marketcapitalisation of less than $450 million.

The expenses of the Offer are estimated at $1,885,000(based on 50 million Shares being issued). The Companywill bear this expense.

Dividend Policy

The Directors intend to pay dividends equivalent to theincome received by Kingfish after deducting the operatingand management costs, including tax and financing costs,of the Company.

The Directors intend that imputation credits will beattached to dividends to the fullest extent possible.

Dividend Reinvestment Plan

Kingfish will offer investors the opportunity to reinvestdividends in Kingfish ordinary shares and thereby increasetheir investment in Kingfish. Participation in the plan willbe optional, with investors able to elect to participate onthe application form. Kingfish’s Board of Directorsproposes to issue new shares under this plan, or sharesacquired from the market, at a 3% discount to the five dayvolume weighted average share price immediatelypreceding the dividend announcement.

Underwriting and Brokerage

The Offer has been underwritten to the extent of 30 million Shares by the Joint Lead Managers for a feeof 1.25% (1.25 cents per Share).

The Company will pay NZX Firms, including the Joint LeadManagers, a brokerage fee of 1.25% of the price inrespect of Shares allotted to valid applications submittedby retail investors bearing their stamp and to the JointLead Managers a fee of 0.75% of the price in respect ofShares allotted to valid applications submitted byinstitutional investors.

An additional brokerage fee of 0.50% will be payable toNZX Firms in respect of Shares allotted to validapplications submitted under firm allocations bearing theirstamp, provided that the minimum subscription amounthas been achieved.

Investors are not required to pay any charges to theCompany in relation to the Offer.

Minimum Subscription

The minimum subscription for the Offer is $30 million,being receipt of valid applications for not less than 30 million Shares and 30 million Options. The minimumsubscription may not be achieved if the underwriting, asset out on page 37, does not proceed. If this minimumsubscription is not achieved and the application price forthese Shares is not received by the Company within twomonths of the Closing Date, the Company will repay allmoney received from applicants within five business daysafter that date. No interest will be paid by Kingfish onmoney repaid to applicants where the minimumsubscription is not achieved.

Oversubscriptions

The maximum amount of the Offer is 75 million Shares and 75 million Options. Any interest generated on application monies held by Kingfish shall be for theaccount of Kingfish, except as required by the SecuritiesAct 1978. Any surplus application monies will be refundedto applicants within five business days after allotment ofShares to successful applicants and will not carry interest.

Details of the Offer 9

Details of the Offer – Continued

The Company reserves its right to decline any applicationin whole or in part, without giving any reason. Refunds ofapplication monies to applicants whose applications arescaled or not accepted will be posted as soon as isreasonably practicable following allocation but in no caselater than five business days after allotment of Shares tosuccessful applicants. No interest will be paid on anyrefund or application not accepted.

No successful applicant will be allocated less thana “minimum holding” as defined by NZX.

Promoters

Fisher Funds Management Limited, and its directors(excluding Carmel Fisher, who is also a director ofKingfish), are the promoters (or deemed promoters) of the Offer. The directors of Fisher Funds are Brian Corban,John Wells, Carmel Fisher and Hugh Fisher.

Opening and Closing Dates

The Offer will open at 9.00 am on 1 March 2004 and willclose at 3.00 pm on 26 March 2004.

The Company may amend the Closing Date at its discretion.

How to Apply

Applications to subscribe for the Shares must be made onthe application form contained in the back of this OfferDocument, in accordance with the application instructionsset out on page 40.

Applications under the Offer must be for a minimum of2,000 Shares and thereafter in multiples of 500 Shares.Applications must be accompanied by payment in full for theShares applied for at a price of $1.00 per Share. Chequesshould be made payable to “Kingfish Share Offer”.

Existing clients of the Manager who wish to subscribe forShares under the Priority Offer should tick the “existingclient” box and enter their Fisher Funds ManagementLimited Unit Holder Number on their application form inorder to be eligible under the Priority Offer.

Applications must be received by Computershare by 5.00 pm on 19 March 2004 to be eligible under the PriorityOffer and by 3.00 pm on 26 March 2004 to be eligibleunder the General Offer. Both Priority Offer and GeneralOffer applications must be lodged with the NZX Firmthrough which a firm allocation was obtained, in sufficienttime to reach Computershare no later than 5.00 pm on 19 March 2004 (under the Priority Offer) and 3.00 pm on26 March 2004 (under the General Offer). Applicationsmay also be lodged with any NZX Firm, the OrganisingBrokers or any other channel approved by NZX in order toenable forwarding to Computershare prior to 5.00 pm on19 March 2004 (under the Priority Offer) and 3.00 pm on26 March 2004 (under the General Offer).

Listing

Application has been made to NZX for permission to listthe Shares under the symbol “KFL” and the Optionsunder symbol “KFLWA”. All requirements of NZX relatingthereto that can be complied with on or before the date ofthis Offer Document have been duly complied with.However, NZX does not accept any responsibility for anystatement in this Offer Document. Initial quotation of theShares and Options on the NZSX is expected to occur on31 March 2004.

Applicants should ascertain their allocation before tradingin the Shares. Applicants can do so by telephoning a NZX Firm from whom the firm allocation was received orComputershare on 09 488 8777. However, allocation ofShares will be made on the assumption that an applicant’scheque(s) will clear. If an applicant’s cheque/(s) does/(do)not clear on presentation, any allocation to that applicantmay be cancelled. Any notification of an applicant’sallocation of Shares is conditional on that applicant’scheque(s) clearing.

The Shares and the Options will be separately tradable.

Applicants selling Shares prior to receiving shareholdernotices will do so at their own risk. None of the Company,the Joint Lead Managers nor any of their respectiveofficers, employees or advisers accepts any liability norresponsibility should any person attempt to sell orotherwise deal with Shares before the notice showing thenumber of Shares allocated to the applicant is received bythe applicant for those Shares.

Overseas Offers

The Offer contained in this Offer Document is made toexisting clients of Fisher Funds, NZX Firms, resident and eligible non-residential professional investors andmembers of the New Zealand public and has not beenmade to the public in any other jurisdiction. No person may offer, sell or deliver any Shares or distribute anydocuments (including this Offer Document) to anymember of the public outside New Zealand except inaccordance with all of the legal requirements of therelevant jurisdiction. Unless otherwise agreed with theCompany, any person or entity subscribing for Shares orOptions in the Offer shall by virtue of such subscriptionbe deemed to represent that he, she or it is not in ajurisdiction which does not permit the making to him,her or it of an offer of the kind described in this OfferDocument, and is not acting for the account or benefitof a person within such jurisdiction.

Takeovers Code

Shareholders in the Company will be subject to theTakeovers Code following any allotment of Sharespursuant to the Offer. Further details on the applicationof the Code are set out on page 28 in the “Answers to Important Questions” section.

10

“We place a lot of emphasis on fundamentalanalysis and attempt to know more about eachof our companies than any other analyst”.

11

Fisher Funds

Kingfish Limited

Kingfish Limited is a newly incorporated company. The keyinvestment objectives of the Company are to:

• Achieve a high real rate of return, comprising bothincome and capital growth, within risk parametersacceptable to the Directors;

• Deliver investors a regular and growing income streamin the form of imputed dividends; and

• Provide a Portfolio of securities that allows investorsaccess to a number of smaller companies through asingle investment.

Investment Philosophy

The investment philosophy of the Company is summarisedby the following broad principles:

• The Company seeks to buy and hold shares incompanies for the medium to long term.

• The Company’s preference is to invest in companiesthat have a proven track record of growing profits.

• The Company will construct a Portfolio of investments,and will invest on a case-by-case basis. The Companywill usually refrain from taking a majority position inany company, unless the opportunity is compelling.This will enable the Company to diversify itsinvestments.

• The Company invests as a long-term investor and willsell only on the basis of a fundamental change in theoriginal investment case. Such a fundamental changemight be a new and unknown management team, theemergence of a new competitor, a change in industrydynamics, significant regulatory change or adiversification into a new business sector.

• The Company will focus on absolute returns ratherthan out performing an NZX market index.

The investment philosophy above has been employed bythe Manager with success for a number of years.

Kingfish Limited has two subsidiaries: Kingfish HoldingsLimited (Kingfish Holdings) and Kingfish Nursery Limited(Kingfish Nursery). Kingfish Holdings will own the corePortfolio of companies and will make investments for thelong term, seeking to generate returns from growingdividends through companies that have proven their abilityto grow their earnings. It is anticipated that approximately85% of the total Kingfish Group assets will be held byKingfish Holdings once the initial Portfolio is established.

Kingfish Nursery will own shares in those companies thathave not yet met all the Manager’s investment criteria tobecome a core holding, but do have potential. Youngcompanies or those that have recently been purchased mayneed to be monitored closely before becoming a substantialholding. The Manager may want to assess the company’smanagement and prospects before committing significantassets to the investment. Some of these companies willnot meet the Manager’s criteria and will be sold to enableinvestment in more attractive opportunities. KingfishNursery will sell holdings from time to time and provide fullyfor tax on any gains. It is anticipated that approximately15% of the total assets will be held by Kingfish Nurseryonce the initial Portfolio is established.

Dividend Policy

The Directors intend to pay dividends equivalent to theincome received by Kingfish after deducting the operatingand management costs, including tax and financing costs,of the Company.

The Directors intend that imputation credits will beattached to dividends to the fullest extent possible.

Dividend Reinvestment Plan

Kingfish will offer investors the opportunity to reinvestdividends in Kingfish ordinary shares and thereby increasetheir investment in Kingfish. Participation in the plan willbe optional, with investors able to elect to participate onthe application form. Kingfish’s Board of Directors propose

Kingfish Limited12

“We invest in stocks on the basis of theirindividual merits and our portfolio weightings bear little resemblance to market indices”. Fisher Funds

to issue new shares under this plan, or shares acquiredfrom the market, at a 3% discount to the five day volumeweighted average share price immediately preceding thedividend announcement.

Permitted Investments

Under the Management Agreement, the Manager ispermitted to undertake certain investments on behalf ofthe Company without Board approval. However, if theproposed investment is not in accordance with writtenguidelines issued by the Board from time to time, Boardapproval for the investment is required.

The Manager is permitted to invest in the following onbehalf of the Company:

• Equity Securities (as defined in the ManagementAgreement) listed on the NZSX or NZAX;

• Equity Securities in New Zealand companies listed on other stock exchanges;

• Unlisted New Zealand equities;

• Underwriting or sub-underwriting commitments relating to New Zealand equities otherwise authorised by the Board;

• Bank deposits or other money market securities, in New Zealand dollars, the maturity of which is greater than 30 days from the time of investment;

• Any other type of security approved by the Company and notified to the Management in accordance with the Management Agreement.

Derivatives

It is not envisaged that the Company will invest in eitherinterest rate or foreign exchange derivatives (other than inrespect of management of interest rate exposures arisingfrom permitted borrowings undertaken by the Manager onbehalf of the Company) or foreign currency shares. Nor is itintended that the Manager will engage in short selling.

Borrowings

The Company may procure a debt facility from a registeredbank to a maximum value of 20% of the Gross AssetValue of the Company at the time of draw down.

Administration

The Company will retain a separate Board of Directors, to ensure best practice corporate governance and ensurethat shareholders interests are held paramount. The majority of the Board will be independent.

It is envisaged that Kingfish will not initially have anyemployees. Kingfish will contract with service providersdirectly to ensure separation and independence from theManager. The Board will be responsible for the administrationof the Company. The Manager will have certain powers to acton behalf of Kingfish to enable it to perform its administrationobligations. All expenses incurred in administering andoperating the Company will be borne by Kingfish.

Acquisition of Own Shares or Options

The Company may acquire its own Shares or Options, or provide financial assistance in connection with thepurchase of its own Shares or Options, with shareholderapproval by ordinary resolution and without shareholderapproval if effected pro-rata to existing holders, or incertain other limited circumstances. The Company mayalso elect to acquire its own Shares in relation to theDividend Reinvestment Plan as set out on this page.

Capital Management

The Board will from time to time consider buying Sharesor Options in Kingfish if in the opinion of the Board thevalue of the Shares and Options do not appropriatelyreflect the underlying asset value. Any decision by theBoard to acquire Kingfish Shares or Options will considerother investment alternatives and whether any acquisitionis in the best interest of the remaining shareholders.

13

Board of Directors

Rob Challinor

ChairmanBCom (Economics), FCA, FCIS, CMA.

Rob has 20 years experience as a director of numerouspublic and private companies. Rob is currently Chairman ofState Owned Enterprise, Mighty River Power Limited andhuman resource consultancy Sheffield Limited. He is alsoa director of The Warehouse Group Limited and Ports ofAuckland Limited. In addition, Rob is a partner and directorof investment bankers Northington Partners Limited,and a member of the Australasian Advisory Board ofinternational strategy consultancy L.E.K. Consulting. Hisformer directorships include National Australia Bank NewZealand Limited, Tower Health and Life Limited, TelevisionNew Zealand Limited and Electricity Corporation of NewZealand Limited. He has been a partner in Deloitte andworked as a corporate finance advisor. Rob is a Fellow ofthe Institute of Directors. His principal place of residenceis Auckland and he can be contacted at Kingfish’sregistered office.

Ian Hendry

Independent DirectorFCII, APMI.

Ian has over 40 years experience in the financial servicesindustry and held senior management positions with amajor UK insurance company in London and Hong Kongbefore coming to New Zealand in 1988 to become a co-founder of Sovereign Limited. Ian was Group ManagingDirector at the time of Sovereign’s IPO in 1998 and forthree years after its acquisition by ASB Bank later thatyear. Ian is a Fellow of the Chartered Insurance Instituteand is a Director of Sentinel Limited and Clavell CapitalLimited, and has also served as a director of theInvestment Savings and Insurance Association of NewZealand. His principal place of residence is Auckland andhe can be contacted at Kingfish’s registered office.

14

Kingfish Limited offers investors a highly experienced Board with

strengths in funds management and corporate governance. A key

responsibility of the Board will be monitoring the performance of

the Manager on an ongoing basis.

Annabel Cotton

Independent DirectorBMS (Accounting & Finance), ACA, CSAP.

Annabel runs a consultancy firm, Merlin ConsultingLimited. A qualified investment analyst and accountant,Annabel has worked as an equity analyst for a NewZealand broking house before establishing investorrelations programmes for Telecom Corporation of NewZealand and, subsequently, Air New Zealand. Since 1999she has provided consultancy services to a number ofNew Zealand listed companies. In 2002, Annabel wasinstrumental in establishing Investor Insight. Annabel is a director of Investor Insight’s parent, Equity ProductsLimited. Annabel was appointed a member of the NewZealand Securities Commission in May 2002. She is also aBoard member of the Institute of Finance Professionals inNew Zealand and a director of Enigma Nominees Limited.Annabel’s principal place of residence is Auckland and shecan be contacted at Kingfish’s registered office.

Carmel Fisher

Executive DirectorBCA.

Carmel established Fisher Funds Management Limited in1998 and is also a director of Kingfish. Carmel’s details areset out on page 20. Carmel’s principal place of residence is Auckland and she can be contacted at Kingfish’s registered office.

15

“We would rarely buy a stock before we have met with managementand visited their operations, and we pride ourselves on the relationships that we have established with the management teams of many successfulNew Zealand businesses”.

Fisher Funds Management Limited

16

Fisher Funds

The Manager

The Manager is Fisher Funds Management Limited, which is an independent, privately owned fundsmanagement company based in Devonport, Auckland.Fisher Funds is a specialist New Zealand equity managerapplying its unique stock selection approach to theobjective of achieving high absolute returns for its clients.Fisher Funds was established in April 1998 and launchedits first retail fund in August 1998. The principal activity ofFisher Funds is managing the investments of two unittrusts, the Fisher Funds New Zealand Growth Fund andthe Fisher Funds Fledgling Fund, and providing investmentadvice to institutions. Fisher Funds was recently appointed as the preferred New Zealand Equities Manager(smaller company bias) by the Guardians of New ZealandSuperannuation. In addition, Fisher Funds providesportfolio management services to a number of individualinvestors and trusts through its Private Portfolio service.

Fisher Funds currently manages or advises on total funds of approximately $190 million. Approximately $125 million is managed through its retail unit trusts and $65 million of direct wholesale and private portfoliomandates. The New Zealand Superannuation Fundmandate is expected to grow to $120 million by 2006.

Performance History

Fisher Funds has a nearly five and a half year history ofinvesting in the New Zealand share market, under a similarinvestment philosophy as that proposed for Kingfish.

The investment performance of Fisher Funds can best beillustrated by the performance of its principal unit trust,The Fisher Funds New Zealand Growth Fund.

The following charts illustrate the cumulative returns ofthe Fisher Funds NZ Growth Fund over the last five years,net of tax at 33% and fees, and the gross annualisedreturns (excluding fees and taxes) of the Fisher Funds NZGrowth Fund over the corresponding period.

Past performance of Fisher Funds will not necessarily reflectthe future performance of Kingfish or Fisher Funds. Althoughthe investment criteria adopted by Fisher Funds in managingits funds to date is similar to that proposed for the Company,there can be no certainty that any similarity in managementpractices will continue or that the performance of theCompany will be similar to the historical performance ofthe existing funds managed by Fisher Funds.

Fisher Funds Management Limited

The Fisher Funds NZ Growth Fund

0%

20%

40%

60%

80%

100%

Twelve Months

Two Years

Three Years

Five Years

12.34% 13.11%

27.77%

82.34%

Cumulative returns (Net of tax at 33% and fees)(Period until 31 December 2003)

The Fisher Funds NZ Growth Fund Annualised Performance

2%0%

4%

6%

8%

10%

12%

14%

16%

18%

20%19.63%

10.46%

13.18%

17.98%

Twelve Months

Two Years

Three Years

Five Years

Gross annualised returns (Excluding fees and taxes) (Period until 31 December 2003)

17

Investment Style

Below, Fisher Funds describes its distinctive, proven investment style.

We are stock-pickers and regard ourselves as business ownersrather than sharemarket investors. We believe that there willalways be companies that will do well, irrespective of theeconomic or market environment. We are constantly searching for such businesses.

We do not believe that company size or its position in an index isan indicator of quality or income potential. We invest in stocks onthe basis of their individual merits and our portfolio weightingsbear little resemblance to market indices.

We seek companies that offer a strong income return through dividends.

We typically adopt an investment approach that combines growthcriteria with value disciplines, emphasising a company’s provenability to grow earnings and the expectation of future earningsgrowth. This is seen as a driver for future income streams forinvestors. We are more inclined to invest in quality businesseswith a proven history and sustainable competitive advantage thancompanies that appear cheap on criteria such as book value.

We place a lot of emphasis on fundamental analysis and attempt to know more about each of our companies than any otheranalyst. We would rarely buy a stock before we have met withmanagement and visited their operations, and we pride ourselveson the relationships that we have established with the managementteams of many successful New Zealand businesses.

We do not want so many portfolio holdings as to dilute our efforts and knowledge, but we want enough to reduce the risk if something goes wrong. A portfolio candidate will only make it into our portfolio if it is at least as good as our existing portfolio holdings.

We sell only when the fundamentals of the company or industryhave changed significantly. We do not sell on the basis of shareprice movements (up or down) and the level of the market isirrelevant to our buying and selling decisions. We are long-termbuy and hold investors – rather than chopping and changing, webelieve that we can maximise returns by investing in greatcompanies and sticking with them.

Fisher Funds Management Limited – Continued

Investment Criteria

Fisher Funds has developed a unique investment stylethat has enabled it to achieve strong investment returnsover a long period of time. The investment criteria, or thecharacteristics of a great business sought by the Managertypically include the following:

• Quality businesses that are a leader in their industry orsector, often with a strong franchise and significantbarriers to entry. They may not be big companies, butthey should provide a valuable product or service betterthan anyone else.

• Simple businesses that the Manager and the companymanagement can understand. Preference is given tobusinesses that operate within a single sector or industry.

• A history of earnings growth and an attractive earningsgrowth profile. Such growth might be achieved throughpricing power (because of a superior product ormonopoly position), sales growth due to increasingdemand or sustainable gains through improvingefficiency and excellent business management.

• Earnings resilience with a high degree of predictability.Preferred businesses are those whose earnings remainresilient to the changing domestic and internationaleconomic climate, and where the Manager can feelcomfortable in predicting future earnings within a bandof certainty.

• A strong management team whose interests are directlyaligned with shareholders. Preference is given to thosecompanies whose management team own shares in thecompany and therefore think like owners.

Businesses with these characteristics will be better placedto provide consistent and growing income streamsthrough dividends.

Investment Process

The Manager’s investment style is very research intensive with an emphasis on the analysis of companyfundamentals or “kicking the tyres”. Fisher Funds is trulya bottom-up stock picker, and pays little heed to economictrends, sector rotation or market cycles. Typically, investmentideas are internally-generated, though companies introducedby share brokers may also be investigated. Fisher Fundshas built a reputation and record for original thinking andunconventional stock picks.

Companies are only added to the Portfolio when theymeet the Manager’s investment criteria. In addition tofundamental criteria such as management talent andsustainable competitive advantage, their checklist includeshistorical earnings growth, above-average forecastearnings growth, forecast dividend growth and attractivevaluation relative to income growth prospects.

The Manager believes that concentrated portfoliosproduce superior long-term performance, and thereforeconcentrates on its best ideas, subject to portfoliodiversification. The Portfolio of Kingfish Holdings willgenerally contain between 15 and 25 stocks. Top-tier,favoured stocks will each generally comprise 7% – 10%(at cost) of the Portfolio. Second-tier stocks will generally have a lower portfolio weighting of between 4% – 7% each (at cost) until the Manager is confidentenough about their prospects to make them top-tier stocks.

Young companies or those that have not been wellresearched need to be monitored closely before decidingto make any substantial investment. At times it is helpfulto make a relatively small investment in a company as away to access management and understand more aboutthe company. The Manager might be unsure of its longterm prospects and simply want to keep a close eye on itsperformance for a period of time. Those stocks that haverecently been introduced to the Portfolio, or are still beingactively researched, will each comprise between 1% – 3%(at cost) of the Portfolio. A number of these companieswon’t make the grade and will be sold to enableinvestment in more attractive opportunities.

Over the long term, the Company will seek to be at least85% invested in shares. It is anticipated that this level ofinvestment will be achieved within six months from theClosing Date.

Kingfish Nursery will own shares in those companies thathave not yet met all the criteria to become a core holding,but do have potential. The Manager expects that KingfishNursery would typically hold no more than 15% of theKingfish assets.

Kingfish Nursery is expected to buy and sell more activelythan Kingfish Holdings.

The Manager’s approach to company selection is detailedin the following chart.

Initial screening – earnings history, sustainable competitive advantage, forecast earnings growth

Detailed due diligence – further company visits, industry analysis, quantitative analysis, scoring, ranking

Peer analysis – scoring, ranking

Short listing – initial due diligence (company visits), extensive information gathering, evaluation against key criteria

Investment universe120 + stocks

Eligible companies40 stocks

Short list20 stocks

Final stock selection

Portfolio

Company Selection

18

Fisher Funds Management Limited – Continued

The Board of Fisher Funds Management Limited

Brian CorbanQSO, MA (hons), LLB.

Brian Corban is a professional company director, lawyerand community leader. He is currently a member of theWaitangi Tribunal, chairman of the Melanesian MissionTrust Board, Auckland City Mission and Ngatarawa Winesand a trustee of various community trusts. Brian is aFellow of the Institute of Directors in New Zealand and aFellow of the NZ Institute of Management.

John WellsACA, FCIS, FCCM.

John Wells has extensive governance experience. John isthe Chairman of SPARC, Chairman and Founding Directorof the merchant and investment bank Bancorp. Currentlyhe is a Director of Baycorp Advantage Limited (Australia),Taranaki Property Fund Limited, New Zealand GuardianTrust Holdings Limited and various other companies.

Carmel FisherBCA

Carmel Fisher’s biography is set out on page 20.

Hugh Fisher

Hugh Fisher holds the position of Operations Director andis responsible for all information technology functions andspecial projects. Hugh has had over 17 years experience inoperations management and information technology in amajor telecommunications company.

19

Fisher Funds

“We typically adopt an investmentapproach that combines growthcriteria with value disciplines,emphasising a company’s provenability to grow earnings and theexpectation of future earningsgrowth. This is seen as a driver for future income streams for investors”.

Key Management Personnel

Carmel Fisher

Carmel Fisher graduated from Victoria University ofWellington in 1984 with a Bachelor of Commerce andAdministration, her degree reflecting her interest inaccounting and marketing.

On leaving university, Carmel joined sharebroker Francis,Allison Symes & Co., and spent two years developing anunderstanding of research, investment analysis and clientportfolio management. Carmel then joined newly formedsharebroking firm, Mouat Bolland (which subsequentlybecame M B Stockbrokers). Her four years in sharebrokingfeatured the bull market of the mid 1980s and thespectacular share market crash of 1987.

Carmel moved to Prudential Assurance in 1988 as anInvestment Analyst, and soon became the AssociateDirector, Equities when the investment subsidiary,Prudential Portfolio Managers was formed. In 1991,Carmel was given the opportunity to develop and managea new fund specialising in small company shares, a marketshe has always had a particular interest in. The launch ofthe Prudential Emerging Companies Trust coincided withan exciting period for New Zealand small companies, asthe economic environment became favourable followingthe recession of the late 1980s. In the year to December1992, the fund achieved an 83%* return and was the bestperforming fund for the year.

After six years with Prudential, Carmel moved to Aucklandto join Sovereign Assurance and assume responsibility fortheir funds management division. In 1994, Carmeldeveloped and launched another small company fund, theSovereign NZ Select Equities Fund.

In late 1997, Carmel resigned from Sovereign AssetManagement and decided to form Fisher FundsManagement Limited. In forming her own fundsmanagement company, Carmel recognised that her talentswere best used in a specialist area and that there was adearth of niche investment managers in the New Zealandmarket place.

As Managing Director of Fisher Funds, Carmel has overallresponsibility for all portfolio management and clientreporting functions.

“We believe that the combination ofWarren’s stock-pickingand analytical skills with Carmel’s portfoliomanagement expertisegives us a competitive and first-rate fundsmanagement capability”.

20

* The Prudential Emerging Companies Trust achieved an 83% return for the twelve

months ended December 1992. It was the top performing New Zealand equity

unit trust for the year. Source: Morningstar NZ Limited.

Warren Couillault

Warren Couillault completed a First Class Honours degree,with majors in Finance and Economics, at the University of Waikato.

After completing two years with Westpac BankingCorporation in financial analysis and economics roles,Warren spent a year with ANZ McCaughan Securitiesbefore joining sharebroker Hendry Hay McIntosh (whichbecame Merrill Lynch) in Auckland. Warren was voted byNew Zealand institutional investors as the top analyst inthe retail and manufacturing sectors in the 1994 and 1995FPG surveys, and the top retail and leisure sector analystin the 1996 FPG survey.

Warren joined UBS Warburg in 1996, building on hisreputation as an accomplished investment analyst and alsoassuming sales roles in promoting Australasian equities tointernational investors. During his time in Sydney, Warrenachieved success in generating interest from Australianinvestors in the New Zealand share market. He then wenton to build a significant client base of UK and Europeaninvestors while based in London for three years.

Warren returned to New Zealand with his young family inJune 2002 and joined Fisher Funds in a senior analyticalrole. As Chief Investment Officer of Fisher Funds, Warrenhas responsibility for all company research, stockrecommendations and execution of transactions.

Key Management Personnel – Continued

Glenn Ashwell

Glenn Ashwell holds the position of GeneralManager and is responsible for all functionsoutside of portfolio management includingmarketing, human resources, finance andaccounting, legal and administration. Glenn’ssix years managed funds experienceincludes roles as a trustee and head of majorcustody, investment accounting, unit pricingand registry teams. Prior to that he heldaccounting, process redesign andmanagement consultancy roles.

Hugh Fisher

Hugh Fisher holds the position of OperationsDirector and is responsible for all informationtechnology functions and special projects.Hugh has had over 17 years experience inoperations management and informationtechnology in a major telecommunicationscompany.

Sue Honiss

Sue Honiss joined the company in April 2001and is responsible for client services, generaladministration and investment reporting.

21

“We do not want so many portfolio holdings as to dilute our efforts andknowledge, but we want enough to reduce the risk if something goes wrong.A portfolio candidate will only make it into our portfolio if it is at least as goodas our existing portfolio holdings”.

The Management Agreement

22

Fisher Funds

A copy of the Management Agreement is available forinspection during normal business hours at the registeredoffice of the Company at 2 King Edward Parade,Devonport, Auckland and free of charge on the CompaniesOffice website at www.companies.govt.nz.

The Company has appointed the Manager to manage thePortfolio and implement investment decisions within theInvestment Mandate. The Investment Mandate iscontained in the Management Agreement and is describedin summary on this page.

The key terms of the Management Agreement are as follows:

Agreement Conditional

The Management Agreement only comes into effect oncethe Company has received and accepted applications fora minimum of 30 million Shares.

Term

The Management Agreement is for an initial period of fiveyears commencing on the date the Company lists on theNZSX (unless terminated earlier in accordance with itsterms). Thereafter the Company will (provided that theManager is prepared to renew arrangements) renew theManagement Contract for further five year terms unlessfollowing discussion with the Manager and commissioningan independent review it elects not to and obtains anordinary resolution from shareholders of the Companyapproving such non-renewal.

Duties of the Manager

The Manager’s duties are to manage the Portfolio and toensure that Portfolio administrative and general services areprovided to the Kingfish Group in accordance with theManagement Agreement (and general administrativeservices where the Board and the Manager have elected tohave Fisher Funds perform these duties). To perform itsduties under the Management Agreement, the Managerhas certain powers to act on behalf of the Kingfish Group.

Manager’s Powers

The Manager has absolute and unfettered discretion tomanage the Portfolio and to do all things considerednecessary or desirable in relation to the Portfolio, exceptthat the Board of Kingfish control the voting rights inrespect of the Portfolio companies. In exercising suchpowers the Manager must have regard to its duties underthe Management Agreement and the Investment Mandate.

Benchmark

Using its stock selection skills, the Manager will aim toproduce higher returns than the Benchmark, which ischanges in the CSFB 90 Day Bank Bill Index plus 7%.That is, the Manager aims to achieve annual returns thatare 7% higher than an investor could earn from a portfolioof fixed interest securities approximating the CSFB 90 DayBank Bill Index.

Manager’s Investment Mandate

The Manager is appointed to invest the Portfolio primarily inequity securities of New Zealand companies. Withoutprecluding other New Zealand equities investments, it isenvisaged that the initial investment focus will be on NewZealand companies that have, at the time of acquisition orinvestment, a market capitalisation of less than $450 million,with some discretion to diversify the Portfolio into cash.

All investments and sales made by the Manager on behalfof Kingfish Holdings Limited shall be consistent with theinvestment philosophy described in the Offer Document on page 12.

Authorised Investments

• Equity Securities (as defined in the Management Agreement) listed on the NZSX or NZAX.

• Equity Securities in New Zealand companies listedon other stock exchanges.

• Unlisted New Zealand equities.

• Underwriting or sub-underwriting commitmentsrelating to New Zealand equities otherwise authorisedin the Management Agreement.

• Bank deposits or money market securities, in NewZealand dollars, the maturity of which is no greaterthan 30 days from the time of investment.

• Any other type of security approved of by theCompany and notified to the Manager in accordancewith the Management Agreement.

Prudential Limits

• The maximum permitted exposure to the EquitySecurities of any individual company is 15% (at thetime of purchase) of the market value of the Portfolio.

• The maximum permitted exposure to unlisted EquitySecurities collectively is 30% (at the time of purchase)of the Portfolio.

• No more than 20% of the issued capital of anycompany shall be held by the Portfolio without theprior written consent of the Company.

• The Manager must not invest in any Unit Trusts whichare managed by the Manager, or to which theManager is an advisor, without the prior writtenconsent of the Company.

• Bank deposits and money market securities must bewith banks registered in New Zealand and carrying aminimum short-term Credit Rating of A1 (from Moody’s Investor Services).

If a pre-existing shareholding in a company within thePortfolio breaches any of the rules contained in bulletpoints 1, 2 and 4 immediately above, by virtue of post acquisitionperformance or market activity, then the Manager maycontinue to hold that security in the Portfolio.

The Management Agreement 23

The Management Agreement – Continued

Borrowing

The Company will procure a debt facility from a registeredbank to a maximum value of 20% of the Gross AssetValue of the Company, at the time of draw down.

The Manager shall have the authority to draw on thisfacility with the prior written approval of the Board.

The Manager may use such borrowings where it believesthey will enhance the management and / or the return ofthe Portfolio.

Derivatives

The Manager must not use financial derivatives other thanin respect of managing the interest rate exposures implicitin any debt borrowing undertaken by the Manager onbehalf of the Company.

Remuneration

In return for the performance of its duties as Manager of the Company’s Portfolio, the Manager is entitled to be paid:

(a) A Management Fee equal to 1.25% per annum of theGross Asset Value, calculated weekly and payablemonthly in arrears. The Management Fee will bereduced by 0.10% for each 1.0% per annum by whichthe Gross Return is below the change in the CSFB 90Day Bank Bill Index. A minimum Management Fee of0.75% per annum applies.

(b) The Company will pay the Manager a Performance Feefor providing excess returns over and above theBenchmark Rate. The Manager will be paid 15% of theincrease in the Net Asset Value above the High-waterMark (refer below) where this increase, expressed asa percentage of Net Asset Value at the beginning ofthe period, exceeds the Benchmark Rate (subject tocertain rules set out in the Management Agreement,including making adjustments for changes in thenumber of shares on issue and dividends paid etc, and the timing of those changes). The PerformanceFee will only become payable once the Net AssetValue per share exceeds $1.33. The final PerformanceFee will be calculated at the end of each financial yearalthough the Company may elect to provide for anyPerformance Fee more regularly in calculating the NetAsset Value. Any Performance Fee will only be paid tothe Manager at the end of the year.

The High-water Mark is the highest Net Asset Value at theend of any previous financial year.

Half of any Performance Fee will be paid to the Managerin shares issued at Net Asset Value, with the remaininghalf to be paid in cash.

In addition, the Manager agrees to provide certain generaladministration services for the benefit of the Company for an initial period (and in any event, until no later than 30 September 2004) at no cost to the Company. The Company intends to appoint an administrationmanager to assume responsibility for these functionsfollowing completion of this Offer.

All fees are exclusive of GST, which will be added where applicable.

Expenses

The Company shall pay and discharge and shall reimbursethe Manager in respect of all direct and out of pocketcosts, charges, expenses and liabilities associated with or incurred by the Manager on behalf of the Company inconnection with the duties of the Manager under theManagement Agreement provided in relation to items (or related series of items) of expenditure in excess of$5,000 per month that the Company has previouslyapproved. All such costs, expenses, charges or liabilitieswhich are partly contributed to other Funds administeredby the Manager shall be allocated on an equitable basisbetween the Company and such other Funds.

The Manager shall pay and discharge all direct costs,charges, expenses and liabilities incurred by the Managerin connection with the establishment and maintenance ofits general office infrastructure and overheads, including allsalaries, wages and other payments in respect of theManagers’ employees, rental, communications, officeconsumables, library and database, office equipment andgeneral overhead costs.

Notwithstanding the above, the Manager is solelyresponsible for payment of fees to any other partyengaged by the Manager to assist it in undertaking itsinvestment duties under the Management Agreement.

Termination

The Management Agreement will terminate on thecommencement of winding up or dissolution of the Company.

Either the Manager or the Company may terminate theManagement Agreement on the occurrence of certainevents by giving notice. These include events such asliquidation, receivership or insolvency, composition with

24

creditors, material breach of the Management Agreement,and gross negligence in the performance of any of theirduties under the Management Agreement. Furthermore,the Company may terminate the Management Agreementif, without its consent, neither Warren Couillault norCarmel Fisher continue to have overall responsibility for,and involvement in, the conduct of investment and controlof the Portfolio. In addition, the Company may elect not torenew the agreement upon expiry of its term (or anyrenewed term) provided it has complied with non-renewalprocedures in that regard (see “Term” above).

If the Company elects not to renew the Agreement at the expiry of a term or terminates the Agreement otherthan for reasons permitted in the Agreement, a terminationfee equal to the previous one year aggregate fees paid (orpayable) under the Agreement as at the date oftermination (as described above) is payable.

Attendance at Board meetings

A representative of the Manager shall during the term ofthe Management Agreement be entitled and required toattend meetings of the Board of Directors of the Company.

Allocation of Opportunities Between Funds

Administered by the Manager

As referred to earlier, the Manager manages a number ofinvestment funds which may, from time to time, purchaseor sell, or wish to purchase or sell, the same securities. In such circumstances, the Manager is required to affordthe Kingfish Group an opportunity to participate in suchpurchase or sale in proportion to other funds managed bythe Manager equating to the gross dollar amount of theassets of the Kingfish Group and such other funds at therelevant proposed transaction date, subject to applicableprescribed investment constraints of the Kingfish Groupand such other funds.

Other Terms and Conditions

The Manager gives no warranty as to the performance orprofitability of any of the investments the Companymakes. Furthermore, the Manager’s liability for any lossor damage sustained by the Company or an investor as aresult of the performance of the Manager of its dutiesunder the Management Agreement is restricted to loss ordamage due to the gross negligence, fraud, dishonesty orwilful default or unauthorised act of the Manager or that ofits officers, employees, advisers or agents.

The Company indemnifies the Manager from all liabilitiesincurred by the Manager by reason of the Managerperforming its role under the Management Agreementexcept for liability arising from its unauthorised acts, anygross negligence, wilful damage, dishonesty, fraud orother criminal acts or material breach of the ManagementAgreement, on the part of it, or its officers, employees,advisers or agents.

Confidentiality

The Manager is under obligations to keep Companyinformation confidential.

The above is a summary of the ManagementAgreement. Investors wishing further and morecomplete details of the Management Agreementshould obtain a copy of the Management Agreement itself.

The Management Agreement – Continued 25

Chapman Tripp Tax Opinion

26 February 2004

Kingfish Limited2 King Edward ParadeDevonport

Fisher Funds Management LimitedPO Box 32 490Devonport

KINGFISH GROUP: TAX ON SALE OF INVESTMENTS

Background

1 You have asked us to provide you with a letter summarising our advice on the tax treatment of sales of investmentsmade by the subsidiaries of Kingfish Limited (Kingfish), a proposed New Zealand listed investment company which willinvest primarily in shares in New Zealand listed or resident companies. We understand that this letter will be includedin the Prospectus and Investment Statement for the issue of Shares and Options by Kingfish.

2 Our advice is based on the law in effect at the date of this letter. Tax laws can be changed, potentially with retroactiveeffect and existing case law is subject to reinterpretation by future decisions of the court.

3 New Zealand investors should not rely on this opinion which has been prepared for the benefit of Kingfish and FisherFunds Management Limited (Fisher Funds). Our conclusions are subject to the factual background and assumptions inthis letter and to the documents in their form as at today’s date.

Summary Conclusions

4 Based on our understanding of the facts as provided to us, and in particular on the key facts and assumptions set outin paragraph 5 below, in our view:

4.1 proceeds of sale of investments by Kingfish Holdings Limited (Kingfish Holdings) (the company which would holdthe Kingfish core Portfolio) should be on capital account and therefore not subject to tax;

4.2 proceeds of sale of investments by Kingfish Nursery Limited (Kingfish Nursery) (the company which would hold thestocks still being trialed for admittance to the core Portfolio), whether to Kingfish Holdings or to third parties, willbe on revenue account and subject to tax, with a deduction for the cost of acquisition;

4.3 sales of investments by Kingfish Nursery to Kingfish Holdings will for tax purposes be treated as made for themarket value at the time of sale, under section GD 1 of the Income Tax Act 1994.

Key Facts and Assumptions

5 This opinion is given on the basis in particular of the following facts and assumptions regarding the business of the group.

5.1 Fisher Funds’ investment philosophy referred to on pages 12 to 13 of the Prospectus and Investment Statement,acting as the Manager, in relation to the investments of Kingfish Holdings is to invest for the long term on the basisof company-specific factors leading to an expectation of strong income and dividend growth over time, and to sellonly on the basis of a change in those factors.

5.2 We have assumed that this philosophy will be adhered to in the conduct by the Kingfish Group (consisting ofKingfish, Kingfish Holdings and Kingfish Nursery) of its business, with the result that there will be a low level ofturnover in the Kingfish Holdings Portfolio.

5.3 The Kingfish Group will be entirely or largely equity funded.

5.4 Kingfish Holdings’ investments will have a significantly greater value than Kingfish Nursery’s investments.

5.5 Capital gains from realisation of Kingfish Holdings investments will not be distributed to Kingfish shareholderin the ordinary course.

Yours faithfully

Casey Plunket Craig Elliffe

Partner Partner

26

“We sell only when the fundamentals of the company or industry havechanged significantly. We do not sell on the basis of share price movements(up or down) and the level of the market is irrelevant to our buying and sellingdecisions. We are long-term buy and hold investors – rather than chopping andchanging, we believe that we can maximise returns by investing in greatcompanies and sticking with them”.

Answers to Important Questions

27

Fisher Funds

Answers to Important Questions

What sort of investment is this?

The Offer

The Offer comprises a Priority Offer and a General Offer.

The Company is offering 50 million Shares to existingclients of Fisher Funds, NZX Firms, eligible resident andnon-resident professional investors, and members of thepublic in New Zealand at $1.00 per Share. The Companymay accept over-subscriptions of up to 25 million Shares.

For each Share issued, subscribers will receive 1 Option to subscribe for a Share at an exercise price of $1.00exercisable on any of 31 March 2006, 31 March 2007 and31 March 2008. Holders can exercise some or all of theirOptions on any of these dates subject to a minimumexercise of 500 Options.

Priority Offer

Up to 8 million Shares have been reserved for the PriorityOffer to existing clients of Fisher Funds. The Priority Offerwill be restricted to clients of Fisher Funds who lodgeapplications by 5.00 pm 19 March 2004. Shares in thePriority Offer that are not taken up will be allocated by the Directors at their discretion.

General Offer

The General Offer comprises up to 67 million Sharesinclusive of oversubscriptions plus any Shares in thePriority Offer that are not taken up by existing clients ofFisher Funds or otherwise allocated by Directors at their discretion.

Offer of Shares made elsewhere

The Offer contained in this Offer Document is made to existing clients of Fisher Funds, NZX Firms, residentand eligible non-resident professional investors andmembers of the public and has not been made to thepublic in any other jurisdiction. No person may offer, sell ordeliver any Shares or distribute any documents (includingthis Offer Document) to any member of the New Zealandpublic outside New Zealand except in accordance with allof the legal requirements of the relevant jurisdiction.Unless otherwise agreed with the Company, any person orentity subscribing for Shares or Options in the Offer shallby virtue of such subscription be deemed to represent thathe, she or it is not in a jurisdiction which does not permitthe making to him, her or it of an offer of the kinddescribed in this Offer Document, and is not acting for theaccount or benefit of a person within such jurisdiction.

Shares

Each Share gives the holder the right to:

(a) attend and vote at a meeting of the Company includingthe right to cast one vote per Share on a poll on anyresolution including but not limited to a resolution to:

• appoint or remove a director or auditor;

• adopt or alter the Company’s constitution;

• approve a major transaction;

• approve the amalgamation of the Company undersection 221 of the Companies Act 1993; and

• put the Company in liquidation;

(b) dividends paid by the Company in respect of that Share;

(c) an equal share with other ordinary shares in thedistribution of surplus assets in any liquidation of the Company;

(d) be sent certain Company information; and

(e) the other rights as a shareholder conferred by theCompanies Act 1993 and the Company’s constitution.

Options

Each Option entitles the holder to subscribe for and beallotted one ordinary Share in the capital of the Company,credited as fully paid, at an exercise price of $1.00.

An Option is exercisable in whole or in part subject to aminimum exercise of 500 Options by the holder lodgingwith Computershare the notice of exercise of Option inwriting together with payment of $1.00 for each newShare taken up.

Options may be exercised on any of 31 March 2006, 31 March 2007 and 31 March 2008. Any Options notexercised by 31 March 2008 will expire.

The Company will allot Shares on the exercise of Optionsin accordance with the Listing Rules.

Shares issued on the exercise of Options will participatein dividends declared after the date of the exercise andwill otherwise rank pari passu with the Shares in thecapital of the Company on issue at the date of exerciseof the Options.

Options may be transferred at any time before expiry.

Options are transferable on any common form of transfer.Directors have the same powers in respect of registrationof transfers of Options as they have in respect of Shares.

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Dividends

Details of the Company’s proposed dividend policy are setout under “What returns will I get?” in this section of theOffer Document.

Shares and Options are separately tradable

The Shares and the Options will be separately tradable.

Listing

Application has been made to NZX for permission to listthe Shares under the symbol “KFL” and the Optionsunder the symbol “KFLWA”. All requirements of NZXrelating thereto that can be complied with on or before thedate of this Offer Document have been duly compliedwith. However, NZX does not accept any responsibility forany statement in this Offer Document. Initial quotation ofthe Shares and Options on the NZSX is expected to occuron or about 31 March 2004.

The Company acquiring its own Shares or Options

The Company may acquire its own Shares or Options,or provide financial assistance in connection with thepurchase of its own Shares or Options, with shareholderapproval by ordinary resolution and without shareholderapproval if effected pro-rata to existing holders, or incertain other limited circumstances.

Financial assistance to purchase Shares or Options

The Company may provide financial assistance to aproposed shareholder to purchase shares or options in the Company provided that the prior approval by ordinaryresolution of each class of shares having rights andentitlements that could be affected is obtained or certainother circumstances exist. Before providing financialassistance, the Company must satisfy the solvency testunder the Companies Act 1993, and the Board mustresolve that the assistance is in the best interests of the Company and that the terms and conditions underwhich the assistance is given are fair and reasonable to the Company.

Takeover provisions

The Takeovers Code, amongst other things, prohibits anyperson (together with their Associates (as defined in theTakeovers Code)) from becoming the holder or controller ofmore than 20% or more of the voting rights in the Companyother than in compliance with the requirements of the Code.

Investors will become subject to the Takeovers Codefollowing any allotment of Shares to them pursuant to the Offer.

Investors are advised to seek legal advice in relation to anyact, omission or circumstance which may result in thatinvestor breaching or becoming in breach of any provisionof the Takeovers Code.

Minority buy out rights

If, by special resolution, the Company resolves to alter or revoke its constitution in a way which imposes orremoves a restriction on the activities of the Company,approve a major transaction or approve a statutoryamalgamation, any shareholder voting against theresolution is entitled to require the Company to purchase,or to arrange for another person to purchase, thatShareholder’s Shares for a fair and reasonable pricenominated by the Company or, if the Shareholder objectsto such a price, a price determined by arbitration. TheCompany must comply with this requirement unless itobtains a Court exemption or arranges to have theresolution rescinded.

Restricted transactions

The Company’s constitution requires the approval of the Company’s Shareholders by ordinary resolution for the following:

(a) any transaction entered into by any member of the Group in which the gross value of the transactionis greater than 50% of the lesser of the marketcapitalisation of the Company or the value of theCompany’s assets;

(b) any transaction that will change the essential natureof the Company’s business; or

(c) material transactions entered into by any member of the Group with, or for the benefit of, the Directorsof the Company, substantial Shareholders or their associates.

In addition, section 129 of the Companies Act 1993requires special resolution approval prior to the Companyentering into any transaction (whether by way of anacquisition, disposition or otherwise) involving more thanhalf the value of the Company’s assets before theacquisition, disposition or otherwise.

The Company’s constitution also requires the approval of the Company’s Shareholders, by ordinary resolution, for any issue of Shares that would materially increase theability of any person or group of associated persons toexercise effective control of the Company.

Compulsory acquisition

If a person or two or more persons acting jointly or inconcert become a dominant owner of the Company (thatis, become the holders or controllers of 90% or more ofthe voting rights in the Company by any method and atany time) that dominant owner must immediately senda written notice of that fact to the Company, theTakeovers Panel and NZX.

Answers to Important Questions – Continued 29

Answers to Important Questions – Continued

The dominant owner will then have the right to acquire allthe outstanding securities in the Company and similarlyeach other security holder in the Company will have theright to sell their outstanding securities in the Company to thedominant owner, in each case in accordance with Part 7 of theTakeovers Code. A notice to this effect (an acquisition notice)must be sent by the dominant owner not later than 30 daysafter becoming the dominant owner.

The consideration for any such acquisition or sale will be:

(a) a person becomes the dominant owner by reasonof acceptances under an offer where acceptanceswere received for more than 50% of the securitiesthat were the subject of the offer, the same as theconsideration payable under that offer; or

(b) in all other cases, a cash sum certified as fair andreasonable by an independent advisor, providedhowever that if within 14 days after the dominantowner sends the acquisition notice, the dominantowner receives written objections to the specifiedconsideration from security holders who hold thelesser of:

• 2% or more of a class of equity securities; or

• 10% or more of the outstanding securities of a class,

the consideration payable will be a cash sumcertified as fair and reasonable by an independentperson appointed by the Takeovers Panel.

The fair and reasonable value of an equity security must be calculated by first assessing the value of all equitysecurities in the class of equity securities which the equitysecurity forms part and then allocating that value pro rataamong all the securities of that class.

Other terms of the Offer

The above is a simplified and general description of someof the rights and obligations of Shareholders. All terms ofthe Offer and the Shares and the Options, except thoserights and obligations implied by law, are set out in thisOffer Document and the Company’s constitution, both ofwhich are available for public inspection at the Company’sregistered office, 2 King Edward Parade, Devonport,Auckland and free of charge on the Companies Officewebsite at www.companies.govt.nz. A copy of thedocuments will also be available for inspection at theoffices of Chapman Tripp, at the address set out inthe Directory.

Who is involved in providing

it for me?

Issuer

Kingfish Limited is the offeror and issuer of the Sharesand Options. Its registered office is:

2 King Edward ParadeDevonportAucklandPhone: 09 445 3377Fax: 09 445 3375

Promoters

Fisher Funds Management Limited, and each of itsdirectors (excluding Carmel Fisher), are the promotersof the Shares. Fisher Fund’s registered office is:

C/- Landrigan WaiteChartered Accountants10 Young StreetNew PlymouthPhone: 06 759 9034

The directors of Fisher Funds are Brian Phillip NajibCorban, Carmel Miringa Fisher, Hugh Gladstone Fisher andMurray John Wells (all whose principal place of residenceis Auckland). All of the directors of Fisher Funds may becontacted at Fisher Funds’ address noted above.

Activities of the Company

Kingfish was incorporated on 30 January 2004 and itsregistration number is 1477590.

The Company aims to offer investors competitive returnsand access to a Portfolio of investments through a singleinvestment vehicle. The Company, through the Manager,seeks to achieve this by investing in small New Zealandcompanies that have strong earnings growth likely toproduce good dividend yields in the future.

The Company provides investors with the opportunity to invest in a medium to long term portfolio of small New Zealand companies and gain access to a definedinvestment process and the management experience of the Manager.

The Company’s activities are discussed in more detail on pages 12 to 13 of this Offer Document under the heading“Kingfish Limited”.

How much do I pay?

Payment

Applications for Shares must be made on the applicationform contained in this Offer Document.

30

Applications to be considered under the Priority Offermust be received by Computershare Investor ServicesLimited, by 5.00 pm on 19 March 2004.

Applications for Shares (including firm allocations) must bereceived by Computershare Investor Services Limited, by3.00 pm on 26 March 2004.

Applications under both the Priority Offer and the GeneralOffer must be for a minimum of 2,000 Shares andthereafter in multiples of 500 Shares. Applications must beaccompanied by payment in full for the Shares applied forat a price of $1.00 per Share. Application monies arepayable by the applicant to the Company, and cheques areto be payable to “Kingfish Share Offer”. See the sectionentitled “Completing the Application Form” on page 40of this Offer Document. Existing clients of Fisher Fundsshould pay particular attention to the instructionsfor making an application under the Priority Offer.

Pricing

The price for the Shares is $1.00 per Share, which mustbe paid in full by applicants at the time of application.

What are the charges?

Investors are not required to pay any charges to the Offerors in relation to the Offer. No fee is payable to theManager promoting the Offer in relation to its role asPromoter. The expenses of the Offer have been estimatedat $1,885,000. The Company will meet these expenses.

In return for the performance of its duties as Manager of the Company’s Portfolio, the Manager is entitled to be paid:

(a) A Management Fee equal to 1.25% per annum ofthe Gross Asset Value, calculated weekly and payablemonthly in arrears. The Management Fee will bereduced by 0.10% for each 1.0% per annum by whichthe Gross Returnis below the change in the CSFB 90 Day Bank BillIndex. A minimum Management Fee of 0.75% perannum applies.

(b) The Company will pay the Manager a Performance Feefor providing excess returns over and above the Benchmark Rate. The Manager will be paid 15% of the increase in the Net Asset Value above the High-water Mark (refer below) where this increase, expressed as a percentage of Net Asset Value at the beginning of the period, exceeds the Benchmark Rate (subject to certain rules set out in the Management Agreement, including making adjustments for changes in the number of shares on issue and dividends paid etc, and the timing of those changes). The PerformanceFee will only become payable once the Net Asset Valueper share exceeds $1.33. The final Performance Fee

will be calculated at the end of each financial year although the Company may elect to provide for any Performance Fee more regularly in calculating the Net Asset Value. Any Performance Fee will only be paid to the Manager at the end of the year.

The High-water Mark is the highest Net Asset Value at theend of any previous financial year.

Half of any Performance Fee will be paid to the Managerin shares issued at Net Asset Value, with the remaininghalf to be paid in cash.

All fees are exclusive of GST, which will be added whereapplicable.

Further details of the Manager’s remuneration can befound on page 24.

What returns will I get?

Shareholders will be entitled to receive or benefit from anydividends paid by the Company in the manner describedbelow and to any other returns attaching to the Shares.Shareholders may also benefit from any increase in themarket price of their Shares or Options if they sell them.The market price of Shares or Options may also decline.

Dividend Policy

The Directors intend to pay dividends equivalent to the income received by Kingfish after deducting the operatingand management costs, including tax and financing costs,of the Company.

The Directors intend that imputation credits will be attachedto dividends to the fullest extent possible.

The Company can give no assurance about the level orfrequency of dividends, if any, the level of imputationcredits or the level of supplementary dividends. Theselevels will depend on a number of factors, including thosediscussed under the heading “What are my Risks?”.

New Zealand taxes may affect the return to investors.Dividends will be subject to New Zealand withholding andfinal taxes but the investor’s liability in respect of such taxesmay be reduced or satisfied to the extent the dividendshave imputation credits attached. Wherever possible,dividends paid by the Company will have the maximumallowable imputation credits attached. In addition, in somecases gains on the sale of Shares may be taxable.

The above comments and the descriptions referred to areof a general nature only. They do not constitute legal advice.Persons considering the purchase, ownership or dispositionof Shares should consult their own tax advisors concerningthe tax consequences of owning Shares, in light of theirparticular situation.

Answers to Important Questions – Continued 31

Answers to Important Questions – Continued

Neither the Company nor any other person guarantees orpromises the return of capital or the amount of any returnsin relation to the Offer.

What are my risks?

The principal risk for investors is that of being unable torecoup their original investment. This could happen for anumber of reasons, including in the event that:

• The price at which investors are able to sell theirShares is less than the price they have paid due tomarket volatility or for other reasons;

• They are unable to sell their Shares or Options at all; or

• The Company is placed in receivership or liquidation.

Investors could receive none or less than the returnsmentioned above if the Company becomes insolventfor any reason.

If the Company’s operational and financial performance isworse than investors expect, the future market price of theShares may be less than the price paid for them and returnson the Shares may be less than anticipated. Some of theprincipal factors which may affect the Company’s shareprice performance are detailed in this section of thisOffer Document under Company Specific and GeneralRisk categories.

There are a number of factors which may have asignificant impact on the future performance of Kingfish.This Offer Document does not take account of thepersonal circumstances, financial position or investmentrequirements of any one person in particular. It is thereforeimperative that before making any investment decisions,investors give consideration to the suitability of Kingfishin light of their investment needs, objectives andfinancial circumstances.

Prior to the Offer, there has been no public market for theShares. There can be no assurance that an active tradingmarket will develop for the Shares or Options or that the Shares or Options will trade in the public marketsubsequent to the Offer at or above the initial Offer price.

Prospective purchasers of Shares should consider carefullythe following risk factors, in addition to the other informationin this Offer Document, before purchasing Shares.

Company-Specific Risks

Performance of the Manager

• The success and profitability of the Company will inpart depend on the ability of the Manager to invest inwell managed companies which have the ability toincrease in value over time.

• The Company is new and has no operating history.Past performance of the Manager is not necessarily

a guide as to future performance. Similarly, the pastperformance of companies in which the Companyinvests is not necessarily a guide as to the futureperformance of these companies.

• There is no guarantee that the Company will achieveits investment objectives. While these establish thetargets for the fund they should not be interpretedas an assurance or guarantee.

• Given the Manager’s investment philosophy andprocess, the returns of the Company may differsignificantly from NZX share market indices.

• The Manager may have competing investmentmandates. In such circumstances, the Manager willgenerally invest on a proportionate basis based onrespective fund size and mandate restrictions.See “Allocation of Opportunities Between FundsAdministered by the Manager” on page 25.

Taxation

• The Company has obtained tax advice that sales ofinvestments by Kingfish Holdings should not attracttax. The law in this area is highly fact-specific and sothis conclusion cannot be expressed with certainty.Investors should refer to the Chapman Tripp TaxOpinion set out on page 26.

Performance of Underlying Investments

• The returns to investors in the Company will beinfluenced by the performance of the underlyinginvestments and hence the factors influencing thefinancial performance of those entities.

Smaller Companies and Unquoted Companies

• The Manager will be making investments in smallercompanies and unquoted companies in line with theprescribed investment mandate. Investments in smallercompanies and unquoted companies may be relativelydifficult to realise should investment fundamentals alter.The value of an investment can be adversely affected ifthe Manager is not able to readily exit investments.

Dependence on Key Personnel

• The success of the Manager depends to a significantextent upon the continued employment andperformance of a number of key personnel. The lossof the services of one or more of these key personnelor the Manager could have a materially adverse effecton the performance of the Company.

Borrowing and Interest Rate Risk

• Prospective investors should be aware that, whilst the use of borrowings should enhance the Net AssetValue of Kingfish Shares where the value of theCompany’s underlying asset is rising, it will have theopposite effect where the underlying asset value isfalling. The extent to which the Manager may borrowon behalf of Kingfish Group as at the date of thecombined Prospectus and Investment Statement isdetailed on page 24.

32

33

• Increases in interest rates will increase the borrowingcosts incurred by Kingfish. The Company’s value, andthe value of companies in which the Company invests,will be sensitive to interest rate movements.

Ability to Invest

• Kingfish is seeking to develop a diversified Portfolioacross a range of companies. A number of factors will influence Kingfish’s ability to achieve its desiredportfolio composition, including market conditions,availability of stock and regulatory restrictions such asthose contained in the target companies’ constitutionsor the Takeovers Code.

General Risk Factors

• There are risks associated with any investment in sharemarkets. Investors should be aware that the value ofKingfish Shares or Options may go down as well as up.

• The market value of the Shares, being the price atwhich the Shares are traded on the NZSX, may varyfrom their underlying Net Asset Value.

• The market price of the Shares or Options following theOffer may be volatile. Factors such as competition,regulatory changes, operating surplus and cash flow,factors affecting local and international markets, generaltrends in interest rates and currencies, New Zealand andinternational equity markets and the New Zealandeconomy, as well as other factors, could cause themarket price of the Shares or Options to fluctuate. Suchfluctuations may have a material adverse effect on themarket price of the Shares or Options. As a result, noguarantee can be given in respect of the future earningsof the Company or the earnings and capital appreciationof the Company’s investments. The Manager and theDirectors can give no guarantee as to the Company’sfuture performance.

• Variations in taxation laws and other legislation couldmaterially affect the operating results of the Companyand impact shareholder returns.

• Future sales of substantial numbers of Shares orOptions in the market following the Offer couldadversely affect market prices prevailing fromtime to time.

Consequences of Insolvency

• Shareholders will not be obliged to pay any additionalmoney (in excess of the Offer Price, payable to theCompany upon subscription for the Shares) to anyperson in the event of insolvency of the Company.All claims of creditors or other parties against theCompany rank ahead of the claim of shareholdersin the event of any liquidation or winding up of theCompany. All Shareholders rank equally upon a windingup or liquidation of the Company, in each case for anequal share per Share of any surplus assets of theCompany, after payment or discharge of all other claims. No other persons currently rank equally with,or behind, such claims.

This list is not exhaustive and potential investors should read this Prospectus and Investment Statement in full and, if they require further information on material risks, seekprofessional advice.

Investors are strongly advised to regard any investment inthe Company as a long term proposition and to be awarethat, as with any equity investment, substantial fluctuationsin the value of their investment may occur.

Can the investment be altered?

The full terms of the Offer are set out in this OfferDocument. Those terms cannot be altered without investorconsent after an application has been accepted. Theseterms are described under the headings “What sort ofinvestment is this?” and “How much do I pay?” in thissection of the Offer Document.

The rights attaching to Shares are governed by theCompany’s constitution. That constitution may only bealtered by a special resolution of Shareholders, subject tothe rights of interest groups under the Companies Act1993, or in certain circumstances by Court Order. Section117 of the Companies Act 1993 restricts a company fromtaking any action which affects the rights attached to theShares unless that action has been approved by a specialresolution of Shareholders whose rights are affected by theaction. Under certain circumstances a Shareholder whoserights are affected by a special resolution may require theCompany to purchase its Shares.

How do I cash in my investment?

Shares and Options

Shares and Options are tradable subject only to compliancewith the Company’s constitution, the Takeovers Code,applicable securities laws and regulations, the NZX ListingRules, the Overseas Investment Regulations and thecontinuation of an active trading market. In the Company’sopinion there will be an established market for the Sharesand Options. No charges are payable to the Company inrespect of any sale of Shares and Options althoughbrokerage may be payable.

Listing

Application has been made to NZX for permission to list theShares under the symbol “KFL” and the Options under“KFLWA”. All requirements of NZX relating thereto that canbe complied with on or before the date of this OfferDocument have been duly complied with. However, NZXdoes not accept any responsibility for any statement in thisOffer Document. Initial quotation of the Shares and Optionson the NZSX is expected to occur on 31 March 2004.

Answers to Important Questions – Continued

34

Shareholder numbers

The existing shareholder numbers of investors whocurrently hold New Zealand shares, will apply to the Shares. Investors who do not currently have aComputershare Investor Services Limited shareholdernumber or a Common Shareholder Number will receive a shareholder number and a FIN number by mail within5 business days of the allotment of Shares.

Who do I contact with enquiries about

my investment?

Enquiries in relation to Shares or Options may be made to:

Computershare Investor Services LimitedLevel 2, 159 Hurstmere RoadTakapunaAucklandPrivate Bag 92119Auckland 1020

Telephone: (09) 488 8777Facsimile: (09) 488 8787

Is there anyone to whom I can complain

if I have problems with the investment?

Complaints about Shares or Options can be made to:

Computershare Investor Services LimitedLevel 2, 159 Hurstmere RoadTakapunaAucklandPrivate Bag 92119Auckland 1020

Telephone: (09) 488 8777Facsimile: (09) 488 8787

Fisher Funds Management Limited2 King Edward ParadeDevonportAuckland

Telephone: (09) 445 3377Facsimile: (09) 445 3375

There is no ombudsman to whom complaints about theShares can be made.

What other information can I obtain

about this investment?

Offer Document

Other information about the Shares or Options and theCompany is contained or referred to in the other sectionsof this Offer Document.

This Offer Document and other documents of, or relating to,the Company (including the Company’s constitution and thematerial contracts referred to in this Offer Document) may beinspected without fee during normal business hours at theCompany’s registered office at 2 King Edward Parade,Devonport, Auckland and are filed on a public register whichmay be inspected on the Companies Office website atwww.companies.govt.nz. Where relevant documents are notavailable on the website, a request for the documents can bemade by contacting Searchlink at info@searchlink.co.nz.A copy of these documents will also be available forinspection at the offices of Chapman Tripp, at the addressset out in the Directory.

Other Information

Shareholders will each year receive an annual report forthe Company which will include the Company’s then mostrecently compiled audited financial statements, inaccordance with the requirements of the Companies Act1993. In addition, Shareholders will each year receive aninterim report, accompanied by unaudited, updated financialinformation of the Kingfish Group in accordance with NZXlisting requirements. The materials specified by regulation23A of the Regulations are available upon request from theCompany, on payment of the prescribed fee (20 cents perpage). Kingfish will announce any material information thatmay occur on the NZX website at www.nzx.com, includingthe Company’s quarterly reports.

35

Additional Information

Exemptions and WaiversExemptions from the Act and Regulations:

Kingfish Limited and every person acting on their behalf areexempted from sub-clause 10(1)(c) of the First Schedule to theRegulations (under the Securities Act (Kingfish Limited) ExemptionNotice 2004) and therefore is not required to provide aProspective Statement of Cash Flows.

Waivers from the Listing Rules:

The Company has obtained a waiver from NZX from Listing Rule3.1.1 and 7.3.1(a) to allow the constitution of the Company topermit the Board to issue Shares of Kingfish to the Manager aspart of the Performance Fee remuneration.

Changes to shareholding of Fisher Funds:Fisher Funds intends to issue shares in Fisher Funds ManagementLimited to Warren Couillault (Chief Investment Officer) and GlennAshwell (General Manager) before 30 June 2004.

Statutory Information

The following includes, but is not limited to, particulars givenpursuant to the First Schedule of the Securities Regulations 1983.

1. Main Terms of the OfferIssuerThe Issuer of the Shares is Kingfish Limited, which has its registered office at 2 King Edward Parade, Devonport,Auckland.

Description of Securities OfferedThe securities being offered are ordinary shares and options in the Company. A more full description of the Sharesand Options being offered is set out in the section under “Details of the Offer” on page 9 of this Offer Document.

Maximum NumberThe maximum number of Shares being offered is 75 millionwith a nominal value of $75 million including the overallotment option.

Price or Other ConsiderationThe price of the Shares being offered under the Offer is $1.00per Share. The Share price is payable in full on application.The exercise price of the Options being offered under theOffer is $1.00 per Option and is exercisable on any of 31 March 2006, 31 March 2007 and 31 March 2008. Holderscan exercise some or all of their Options on any of thesedates subject to a minimum exercise of 500 Options.

2. Name and Address of the OfferorAs the Shares are not previously allotted, the disclosurerequirements in Clause 2 of the First Schedule of theRegulations are not applicable.

3. Details of Incorporation of IssuerDate and NumberThe Company was incorporated in New Zealand on 30 January2004 under the Companies Act 1993. The Company’sregistered number is 1477590.

Place File KeptThe public file in respect of the Company can be accessed onthe Companies Office website at www.companies.govt.nz.Where relevant documents are not available on the website, a request for the documents can be made by contactingSearchlink at info@searchlink.co.nz. Charges are payable.

4. Principal Subsidiaries of IssuerThe principal subsidiaries of the Company are KingfishHoldings Limited (Company number 1477834) and KingfishNursery Limited (Company number 1477835). Bothsubsidiaries are 100 percent owned by Kingfish.

5. Directorate and AdvisorsDetailsThe names of the Directors and their technical or professionalqualifications (if any) are set out under “Board of Directors” onpage 14 of this Offer Document. The Directors may becontacted at the Company’s Registered Office which is setout in the Directory.

Executive DirectorsThere are no Directors of the Company who are alsoemployees of the Company or any of its subsidiaries.

No BankruptcyNo Director of the Company has been adjudgedbankrupt during the five years preceding the date of thisOffer Document.

AdvisersThe name and addresses of the Joint Lead Managers and the Organising Brokers, the auditor, the share registrar, andthe solicitors who have been involved in the preparation ofthis Offer Document are set out in the Directory on the inside back cover of this Offer Document.

ExpertsChapman Tripp Sheffield Young, Level 35, 23-29 Albert Street,Auckland (“Chapman Tripp”) have given their consent andhave not withdrawn their consent before delivery of thisProspectus and Investment Statement for registration underSection 41 of the Securities Act 1978 to the distribution ofthis Prospectus and Investment Statement with the inclusionof the data on page 26 attributed to them in the form andcontext in which it is included. Chapman Tripp is not adirector, officer or employee of the Company but is currently,and has been appointed by the Company to continue to be, aprofessional advisor to the Company.

Subject to the paragraph above, none of the persons named inthe Directory, other than the Directors of the Company, haveauthorised or caused the issue of this Offer Document, andnone of them, other than the Directors of the Company, takeany responsibility for any part of the Offer Document.

5A.Restrictions on Directors’ PowersThe Company’s constitution provides that the Directors may not:

• Issue or acquire any of its equity securities except inaccordance with the provisions of the constitution;

• (If at any time there is more than one class of issued shares) take any action which alters or adversely affects therights or privileges of any interest group (being a group ofshareholders with similar or identical rights), without thesanction of a special resolution of that interest group;

• Vote on any matter in which he or she is interested unlessrequired by the Companies Act 1993 to sign a certificate inrespect of the matter;

• Cause the Company to enter into any transactions or seriesof linked or related transactions to acquire, sell, lease,exchange or otherwise dispose of (otherwise than by way of charge) assets of the Company, which would change theessential nature of the business of the Company, or inrespect of which the gross value is in excess of 50% of thelesser of the Shareholders’ funds or the average marketcapitalisation of the Company, without the prior approval of a resolution of Shareholders; and

Additional Information and Statutory Information

36 Additional Information and Statutory Information – Continued

• Cause the Company to enter into certain transactionswith related parties without the prior approval of aresolution of Shareholders.

The Companies Act 1993 contains a number of otherprovisions which could have the effect or consequence, incertain circumstances, of restricting the powers of Directors.For example, the Directors must not allow the Company toenter into any major transactions (as that term is defined inthe Companies Act 1993) without the prior approval of aspecial resolution of Shareholders. These provisions arecommon to any company registered under the CompanieAct 1993.

The Company has applied for listing on the NZSX. Furtherrestrictions will be imposed on the Directors by the NZXListing Rules, for example and as mentioned above in relationto related party transactions. Such restrictions are common toany NZSX listed company.

6. Substantial Equity Security Holders of the IssuerAs at the date of this Offer Document, the shareholder ofKingfish is Fisher Funds Management Limited which owns100 shares. The shareholder does not undertake any liability inrespect of, or guarantee, the shares offered pursuant to thisOffer Document. Immediately after the Offer, the Companyintends to buy back and cancel these 100 Shares.

7. Description of Activities of the Issuing GroupActivitiesThe intended activities of the Kingfish Group are set out in thesection “Kingfish Limited” on pages 12 to 13 of this Offer Document.

Nature and Use of Principal Fixed AssetsNeither Kingfish, Kingfish Holdings nor Kingfish Nursery havetraded since incorporation and each company has no fixed assets.

8. Summary of Financial StatementsNeither Kingfish nor any of its subsidiaries have commencedbusiness. Apart from costs incurred in incorporation and thoserelating to this Offer Document, neither Kingfish nor itssubsidiaries have acquired any assets or incurred any debts.Therefore, no historical financial statements have been prepared.

9. Prospects and ForecastsTrading Prospects and Material InformationA statement as to the trading prospects of Kingfish together withany material information that may be relevant to those prospectsare described generally under the heading “InvestmentPhilosophy” on pages 12 to 13 of this Offer Document. Specialtrade factors which could materially affect the Company’sprospects are set out in the “What are my Risks?” on page 32 of this Offer Document. The Company is exempt from providinga prospective statement of cash flows as set out under the“Provisions Relating to Initial Flotations” below.

10. Provisions Relating to Initial FlotationsDirectors’ PlansThe Directors’ plans in respect of Kingfish during the yearcommencing on the date of this Offer Document are to investfunds raised pursuant to this offering as described on pages12 to 13 of this Offer Document.

Use of ProceedsThe proceeds of the Offer may only be invested in accordancewith Kingfish’s Investment Philosophy as set out on page 12of this Offer Document.

Prospective Statement of Cash FlowsUnder the Securities Act (Kingfish Limited) Exemption Notice2004, the Company and every person acting on its behalf isexempted (subject to certain conditions) from clause 10(1)(c)of the First Schedule of the Regulations.The Company hasnot provided a Prospective Statement of Cash Flows becauseKingfish is newly incorporated and has not yet decided whichother companies it will invest in or the timing of suchinvestments. Further, the income of Kingfish relies on thecompanies that it has invested in declaring dividends whichis difficult for the Company to predict at this initial time.In addition, a Prospective Statement of Cash Flows would notbe particularly relevant to potential investors because thedividend income is unpredictable and therefore the predictionmay bear no resemblance to the actual cash flow. TheCompany advises investors that investors should regardinvestment in Kingfish as high risk.

AssumptionsAs there are no financial statements attached, there are norelevant principal assumptions.

Minimum amount required to be raisedFor the purposes of section 37(2) of the Act, the minimumamount that, in the opinion of the Directors, must be raised bythe issue of the Shares offered pursuant to this OfferDocument to provide for the matters specified in clause 10(4)of the First Schedule to the Regulations is NZ$30 million.

11. Acquisition of Business or SubsidiaryThe Company has not in the five years preceding the date ofthis Offer Document acquired any business or subsidiary. TheCompany has established Kingfish Holdings and KingfishNursery but neither company has commenced business, andneither company has any assets or liabilities.

12. Securities paid up otherwise than in cashThe existing 100 Shares in each of respectively Kingfish andits two subsidiaries were issued upon incorporation for noconsideration. None of these companies has otherwiseallotted any securities otherwise than in cash.

13. Options to Subscribe for Securities of Issuing GroupKingfish will offer one Option with every Share allocated. EachOption entitles the holder to subscribe for and be allotted oneordinary Share in the capital of the Company, credited as fullypaid, at an exercise price of $1.00. Up to 75 million Optionswill be issued.

An Option is exercisable by the holder lodging withComputershare the notice of exercise of Option in writingtogether with payment of $1.00 for each new Share taken up.

Options may be exercised in whole or part on any of 31 March2006, 31 March 2007 and 31 March 2008 subject to aminimum exercise of 500 Options. Any Options not exercisedby 31 March 2008 will expire.

The Company will allot Shares on the exercise of Options inaccordance with the Listing Rules.

Shares issued on the exercise of Options will participate individends declared after the date of the exercise and willotherwise rank pari passu with the Shares in the capital of theCompany on issue at the date of exercise of the Options.

If before the exercise or lapse of Options the Company makesa pro-rata bonus issue of ordinary shares or other securities toexisting shareholders, (other than an issue in lieu of dividendsor an issue from operating profits) shares or securities will bereserved for issue to option holders on the date the option

37

holder exercises the Option. Bonus securities will be reservedon the basis that each Option held on the relevant date of entitlement was one share in the Company. In the event that an option holder does not exercise an Option held, then the option holder’s right to the bonus shares and securities will lapse.

If before the exercise or lapse of Options a pro-rata cash issueof shares or other securities is made to existing shareholders,the Company will make a corresponding offer to optionholders on the basis that each Option held on the relevantdate of entitlement was one share in the Company.

In the event of any reconstruction (including merger,amalgamation, consolidation, sub-division, reduction or returnother than Cash or Bonus Issues mentioned above) of theissued capital of the Company, the number of Options and theexercise price of Options will be reconstructed in the sameproportion as the issued capital of the Company isrecalculated accordingly and in a manner which will not resultin any additional benefits being conferred on option holderswhich are not conferred on shareholders (and subject to thesame provisions with respect to rounding of entitlements assanctioned by the meeting of shareholders approving thereconstruction of capital) but in all other respects the termsfor the exercise of Options will remain unchanged.

Notices may be given by the Company to the option holder inthe manner prescribed by the Constitution of the Company forthe giving of notices to members of the Company and therelevant provisions of the Constitution of the Companyrelating to notices apply with all necessary modification tooption holders.

Option holders will be sent all reports and accounts requiredto be laid before members in general meeting and all noticesof general meetings of shareholders. Option holders will havethe right to attend but not vote at such meetings.

Options may be transferred at any time before expiry.

Options are transferable on any common form of transfer.Directors have the same powers in respect of registration oftransfers of Options as they have in respect of Shares.

14. Appointment and Retirement of DirectorsExisting AppointmentsNo current Director of the Company has been appointed tothe Board in a manner that is materially different from thatspecified in sections 153 and 155 of the Companies Act 1993.

Retirement AgeThere is no retirement age for the Company’s Directors.

Right to Appoint Additional DirectorsThe Board has the right to appoint an additional Director whomay hold office only until the next following annual meeting of Shareholders, and may then be re-elected by ordinaryresolution of the Shareholders.

Alternate DirectorsEach Director has power to appoint an alternate Director, whomay be any person not disqualified by the Companies Act 1993and who is approved by the majority of the other Directors.Unless otherwise provided by the terms of his or herappointment, an alternate Director shall have all the powers,rights, duties and privileges of a Director (other than the right toact as managing director or appoint an alternate Director).

15. Directors’ InterestsRemuneration other than Directors’ Fees

None of the Directors of the Company are entitled to anyother remuneration from the Company, other than by way ofdirectors’ fees and reasonable travelling, accommodation andother expenses.

Other RemunerationIn addition to the payment of Directors’ fees (which inaggregate will amount to a maximum of $100,000 per annum),the Company’s constitution provides that Directors are entitledto be paid reasonable travelling, accommodation and otherexpenses incurred in the course of performing duties orexercising powers as Directors.

The Company has granted its Directors an indemnity to themaximum extent permitted by the Companies Act 1993 andits constitution, as further described under “MaterialContracts” on page 37 of this Statutory Information section.

Material TransactionsCarmel Fisher, a director of Kingfish, directly and indirectlyowns greater than 50% of Fisher Funds. Hugh Fisher alsoindirectly owns greater than 50% of Fisher Funds. As such,Carmel Fisher and Hugh Fisher will be entitled to share in theremuneration received by the Manager from the Companypursuant to the Management Agreement (as set out on page24 of the Offer Document).

16. Promoter’s InterestsThe Promoters (as defined by the Act and the Regulations) of the Offer are Fisher Funds and its directors (except CarmelFisher who is also a director of Kingfish). The directors ofFisher Funds who are deemed promoters are: Brian PhillipNajib Corban, Hugh Gladstone Fisher and Murray John Wells.Fisher Funds will manage and invest the Company’s funds on the Company’s behalf pursuant to the ManagementAgreement. Details of the Management Agreement appear on pages 22 to 25.

17. Material ContractsThe Company has entered into the following material contracts (not being contracts entered into in the ordinarycourse of business) in the 2 years preceding the date of thisOffer Document:

• Kingfish has entered into a Management Agreementwith Fisher Funds dated 26 February 2004. Details of theagreement are set out on pages 22 to 25;

• The Company has entered into a Directors’ deed ofindemnity with each of the Directors of the Company, eachdeed is dated 26 February 2004 for the benefit of Directors,of the Company to the maximum extent permitted by theCompanies Act 1993 and the Company’s constitution; and

• The Company has entered into an underwriting agreementwith ASB Bank Limited, First NZ Capital Securities andFisher Funds Management Limited dated 26 February 2004.This agreement includes terms and conditions normallycontained in underwriting agreements, including warrantiesas to the correctness of the information contained in theProspectus and Investment Statement.

18. Pending ProceedingsThere are no legal proceedings or arbitrations that are pendingor current at the date of registration of this Offer Documentthat may have a material adverse effect on Kingfish or its subsidiaries.

Additional Information and Statutory Information – Continued

38 Additional Information and Statutory Information – Continued

19. Preliminary and Issue ExpensesIssue expenses associated with the Offer comprisingaccounting and audit fees, legal fees, listing fees, registryexpenses, advertising, printing and distribution of the Offer Document, and brokerage fees, are estimated to be $1,885,000.

The Company will pay NZX Firms, including the Joint LeadManagers, a brokerage fee, of 1.25% of the price in respectof Shares allotted to valid applications submitted by retail investors bearing their stamp and to Joint LeadManagers a fee of 0.75% of the price in respect of Shares allotted to valid applications submitted by institutional investors.

An additional brokerage fee of 0.50% will be payable to NZX Firms in respect of Shares allocated to valid applicationssubmitted under firm allocations bearing their stamp, providedthat the minimum subscription amount has been achieved.

An underwriting fee of 1.25% of the 30 million Sharesunderwritten is payable to the Underwriters, which comprises $375,000.

The Company will meet all of these expenses.

20. Restrictions on Issuing GroupThere are no restrictions on the Company from making adistribution, or borrowing, being restrictions that result fromany undertaking given, or contract or deed entered into, by Kingfish or any of its subsidiaries.

21. Other Terms of Offer and SecuritiesAll the terms of the Offer, and all the terms of the Sharesbeing offered, are set out in this Offer Document, except forthose implied by law or set out in a document that:

• Has been registered with a public official;

• Is available for public inspection; and

• Is referred to in this Offer Document.

22 – 38. Financial StatementsNeither Kingfish nor any of its subsidiaries have commencedbusiness. Apart from costs incurred in incorporation and thoserelating to this Offer Document, neither Kingfish nor itssubsidiaries have acquired any assets or incurred any debts.Therefore, no historical financial statements have been prepared.

39. Places of Inspection of DocumentsDuring the currency of this Offer Document, copies of theconstitution of the Company and the material contractsreferred to under paragraph 17 of this Statutory Informationsection of the Offer Document may be inspected without fee at the registered office of the Company, 2 King EdwardParade, Devonport, Auckland during normal business hours of 9.00am to 5.00pm on a working day (as defined in theCompanies Act 1993). The documents can also be viewed on theCompanies Office website at www.companies.govt.nz. Whenrelevant documents are not available on the website, a requestfor the documents can be made by contacting Searchlink atinfo@searchlink.co.nz. Copies of the constitution and the materialcontracts will also be available for inspection at the offices ofChapman Tripp, at the address set out in the Directory.

40. Other Material MattersOther than the matters set out elsewhere in this OfferDocument and contracts entered into in the ordinary course ofbusiness of the Company, there are no other material mattersrelating to the Offer of Shares and Options.

41. Directors’ StatementKingfish is a newly incorporated company and therefore hasnot yet completed an initial accounting period and, as such,the Directors cannot give an opinion on any circumstancesaffecting the Company since the completion of that period.

42. Auditors ReportKingfish has received an exemption from sub-clause 10(1)(c)of the First Schedule to the Securities Act Regulations 1983therefore the auditors statements are not applicable.

This Offer Document has been signed by, or on behalf of, eachDirector of the Issuer and the Promoter:

Directors of Kingfish Limited:

Robert Lanham Challinor

Carmel Miringa Fisher

Ian Robert Hendry

Annabel Mary Cotton

PromotersFisher Funds Management Limited by:

Director

Director

Brian Phillip Najib Corban

Hugh Gladstone Fisher

Murray John Wells

Act: The Securities Act 1978Benchmark: Means the rate (expressed as a percentage per annum) equal to the aggregate of (i) the change in the CSFB 90

Day Bank Bill Index in relation to the previous level of that index (expressed as a percentage) plus (ii) 7%Board: The board of Kingfish Limited Closing Date: 26 March 2004, subject in each case to amendment by the Company, as set out in the “Offer Timetable”

on page 1Company: Kingfish Limited Computershare: Computershare Investor Services Limited, the Share RegistrarCSFB 90 Day Bank Bill Index: Means the index found on Bloomberg under the caption "CSFRNZ90D Index", and in the event that the index

ceases to be available, such other equivalent index as the parties to the Management Agreement (each actingreasonably) agree

Custodian: Means the person or persons appointed by the Company to act as custodian of the Kingfish Group’s securityPortfolio, being initially Tower Trust Limited

Director/s: A director or a number of directors of Kingfish Limited Fisher Funds: Fisher Funds Management LimitedGeneral Offer: The General Offer comprises up to 67 million Shares inclusive of oversubscriptions plus any Shares in the

Priority Offer that are not taken up by existing clients of Fisher Funds or otherwise allocated by Directors attheir discretion

Gross Asset Value: Means the aggregate market value of the Portfolio calculated by the Custodian (as defined in the ManagementAgreement) (other than in relation to unlisted Portfolio Entities, the value of which shall be an amount equal tocost, or if the Board so elects shall be determined by an independent expert (being a person or entitypreviously approved by NZX pursuant to Listing Rule 1.2) to be agreed between the parties)

Gross Return: The change in the Gross Asset Value of the Portfolio during a period after deducting all expenses of the Company incurred in respect of that period (excluding in certain circumstances the management fee (as furtherset out in the Management Agreement) and in all circumstances excluding the performance fee, if any, incurred in the relevant period) and adjusting for dividends and other distributions (calculated on a gross or inclusive of imputation credits basis) paid by the Company to the shareholders in the relevant period and also adjusting for the net proceeds of any issue by the Company of equity during the period, all as calculated by the Custodian

Issuer: Kingfish LimitedJoint Lead Managers: ASB Bank Limited and First NZ Capital Kingfish: Kingfish LimitedKingfish Group: Kingfish Limited, Kingfish Holdings Limited and Kingfish Nursery LimitedKingfish Holdings: Kingfish Holdings LimitedKingfish Nursery: Kingfish Nursery LimitedListing Rules: The listing rules of NZXManagement Agreement: The Management Agreement entered into with Fisher Funds Management Limited on 26 February 2004 which

relates to the management of the Kingfish investmentsManager: Fisher Funds Management LimitedMarket Participant: Means a participant in the markets provided by NZX who has been accredited and approved by NZX

as an NZX FirmNet Asset Value or NAV: Means the net dollar amount equal to the Gross Asset Value less all liabilities each as calculated by the

Custodian (as defined in the Management Agreement)Net Proceeds: Means the total proceeds received from the Offer less all issue expenses relating directly to the OfferNZ$/NZ Dollar/$: The legal currency of New ZealandNZAX: The alternative exchange of NZXNZSX: The main equities market of NZX NZSX 40 Index: Comprises other securities of the top 40 companies listed on the NZSX Market by free float market

capitalisationNZSX SCI Index: An index of all domestic New Zealand Stock Exchange equity securities excluding those listed on the

NZSX 50 IndexNZX: New Zealand Exchange LimitedNZX Firms: A Market Participant who has been accredited and approved by NZX as an NZX Firm for the purpose of

providing client advice, facilitating trades in the markets provided by NZX as principal or on behalf of clientsand may include being a Market Make in any of the markets provided by NZX

Offer: The offer of Shares pursuant to this Offer DocumentOffer Document: This combined Prospectus and Investment StatementOpening Date: 1 March 2004Options: The options of Kingfish Limited to be allocated pursuant to this Offer DocumentOrganising Brokers: ASB Securities Limited and First NZ Capital Securities Portfolio: Means the property of the Company, or any of its wholly owned subsidiaries, which is from time to time under

the management of the Manager pursuant to the Management AgreementPriority Offer: The offer of up to 8 million Shares to existing clients of Fisher FundsPromoter: Fisher Funds Management LimitedPublic Offer: The Offer insofar as it relates to members of the public in New Zealand participating other than in the

Conversion OfferRegulations: The Securities Regulations 1983Shareholders: Holders, from time to time, of Shares in Kingfish Limited Shares: The ordinary shares of Kingfish Limited on offer pursuant to this Offer Document small companies: Companies with a market capitalisation of less than $450 million (if being purchased by Kingfish, at the

time of initial acquisition)Takeovers Code: The Takeovers Code Approval Order 2000 (SR 2000/210)Underwriters: ASB Bank Limited and First NZ Capital SecuritiesVWAP: Volume weighted average price

Glossary 39

Completing the Application Form

You should read this Offer Document carefully before completing theApplication form.

GeneralApplications for Shares under the Offer must be made on the applicationform contained in this Offer Document relating to the Offer and must bemade in accordance with the terms set out below.

Applications under both the Priority Offer and the General Offer must beaccompanied by payment in full for the Shares applied for at a price of $1 per Share. Cheques should be made payable to "Kingfish Share Offer".Cheques must not be post-dated.

The minimum application amount under the Offer is $2,000, and in multiplesof $500 thereafter.

Applications for Shares may be lodged from the Opening Date of the Offer on 1 March 2004. The Priority Offer will remain open until 5.00 pm onFriday 19 March 2004 or such other date as the Company may determine.The General Offer will remain open until 3.00 pm on Friday 26 March 2004or such other date as the Company may determine.

An application will constitute an irrevocable offer by the applicant to acquirethe dollar amount of Shares specified on the application form (or such lessernumber which the Company may determine) on the terms and conditionsset out in this Offer Document and on the application form.

Application amounts will be banked upon receipt into a trust account. Otherthan where otherwise required by law, interest earned on the account willbe paid to the Company. If application money is paid by a cheque whichdoes not clear, such application may be rejected or an allocation made inrespect of that application may be cancelled. Prior to allotment of Shares,applicants should ensure clearance will occur.

Money received in respect of applications which are declined in whole or inpart will be refunded in whole or in part (as the case may be). Refunds willbe posted within five business days after allotment of Shares to successfulapplicants. Interest will not be paid on any application money refunded to applicants.

None of the Company, the Joint Lead Managers nor any of their respectiveofficers, employees or advisers accepts any liability nor responsibility shouldany person attempt to sell or otherwise deal with Shares before thestatement showing the number of Shares allocated to the applicant isreceived by the applicant for those Shares.

If your application form is not completed correctly or if the accompanyingpayment is for the wrong amount, it may still be treated as valid. TheCompany’s decision as to whether to treat your application as valid, and how to construe, amend or complete it, shall be final. Applicants will not,however, be treated as having applied to purchase more Shares than thenumber indicated on the application form, or more Shares than those forwhich payment has been made.

The Company reserves the right to refuse any application in whole or in part,without giving any reason.

The Application FormPlease complete all relevant sections of the application form using CAPITAL BLOCK LETTERS.

1. Insert your detailsa) Enter your FULL NAME. Up to two applicants may apply jointly. You

should refer to the table on the back of the application form underthe heading“Correct Form of Registrable Names” for the correctform of name that can be registered. Applications using the wrongform of name may be rejected for that reason.

b) Enter your POSTAL ADDRESS for all correspondence. Allcommunications to you from the Company (statements ofshareholding, dividend cheques, periodic reports, correspondenceetc) will be mailed to the person(s) at the address as shown. Forjoint applicants, only one address is to be entered.

c) Please let us know your TELEPHONE NUMBER(S) and contactname in case we need to contact you in relation to your application.

d) If you are an existing Fisher Funds Management Limited client andwould like your application to be considered under the Priority Offer, please check the box and enter your current Fisher FundsManagement Limited Unit Holder Number. Please note thatapplications under the Priority Offer are due by 5.00pm, 19 March 2004.

e) If you currently have a Computershare Investor Services shareholdernumber or a Common Shareholder Number (“CSN”), please enter it.If you have been allocated a shareholding number byComputershare or have been allocated a CSN, please provide it. If you do not have a CSN or a shareholder number fromComputershare you will be sent this as well as a FasterIdentification Number (“FIN”) under separate mail fromComputershare within five business days of the allocation of theShares under the Offer.

f) Please enter your IRD NUMBER. The Company is required by law tohold it. For joint applicants, please fill in the IRD number of the firstnamed applicant. Note that your application may be rejected if yourIRD number is not entered. Indicate by ticking the appropriate boxwhether or not you hold a Resident Withholding Tax Exemptioncertificate. If you hold a certificate, the Company will not be obligedto deduct Resident Withholding Tax on dividends, if it has seen therelevant certificate.

g) Insert the DOLLAR AMOUNT OF SHARES (at the price of $1.00 perShare) you wish to apply for pursuant to the Offer. The minimumapplication amount under the Offer is $2,000, and in multiples of$500 thereafter.

h) If you wish to participate in the dividend reinvestment plan, pleasetick the appropriate box in the dividend payment section. If you wishany dividends to be credited directly to an account with your bank,ensure that the appropriate details are entered.

i) Read the declaration carefully and SIGN the application form. Itmust be signed by applicants personally. Companies or other bodiescorporate must sign in the same way as they would sign a formaldeed or other formal legal document. Applications may, in eithercase, be executed by an attorney. If your application form is signedby an attorney, the power of attorney document is not required tobe lodged, but the attorney must complete the certificate at thebottom of the application form. Joint applicants must all sign theapplication form.

2. PaymentPayment must accompany each application form under both the PriorityOffer and the General Offer. Payment must be made by a cheque drawn ona New Zealand bank, for New Zealand dollars, for value immediately. Post-dated cheques will not be accepted. Please ensure that the total of thecheque equals the amount payable. Make the cheque payable to “KingfishShare Offer” and cross it “Not Transferable”.

Sufficient cleared funds should be held in your account as cheques returnedunpaid are likely to result in your application being rejected or your allotmentbeing cancelled. Staple your cheque to the application form. Institutionalinvestors must pay in immediately cleared funds.

3. Closing DateApplications under the Priority Offer must be received by no later than 5.00pm New Zealand time on 19 March 2004 unless this date is varied bythe Company.

Applications under the General Offer must be received by no later than 3.00pm New Zealand time on 26 March 2004 unless this date is varied bythe Company.

4. DeliveryApplications cannot be revoked or withdrawn. Application forms must bemailed or delivered with payment to arrive before 5.00pm New Zealand timeon 19 March 2004 (to be considered under the Priority Offer) and before3.00pm New Zealand time on 26 March 2004 to be considered under the General Offer:

Kingfish Limited Share Offer c/- Computershare Investor Services Limited.

You may lodge your application with any NZX Firm, the Organising Brokers,First NZ Capital Securities or ASB Securities Limited (at the addressesspecified in the Directory located in the inside back cover of this OfferDocument or with any other channel approved by the NZX but must deliverit in time to enable the application form to be forwarded to ComputershareInvestor Services Limited before the relevant closing time. The Directory onthe inside back cover of this Offer Document contains the addresses of theOrganising Brokers and Computershare Investor Services Limited.

Please lodge your application form AS SOON AS POSSIBLE.

40

Application Form

Broker’s Stamp

Broker’s Code

This Application Form constitutes an offer to purchase the Shares and be allocated the Options as describedherein. The full amount of the purchase price for the Shares is due upon application. The closing date for theGeneral Offer is 3.00pm, 26 March 2004.

Please note that there is a reserved pool for existing clients of Fisher Funds Management Limited (“PriorityPool”). If you wish to apply for Shares in the Priority Pool please provide your Unit Holder Number in the InvestorDetails section. Please note that the closing date for applications in the Priority Pool is 5.00 pm, 19 March 2004.

FOR INSTRUCTIONS ON HOW TO COMPLETE AND DELIVER THIS FORM SEE THE ACCOMPANYINGAPPLICATION INSTRUCTIONS

INVESTOR DETAILS (Block letters please)

Title: First Name(s): Surname:

Title: First Name(s): Surname:

Corporate Name:

Number and Street: Suburb:

City: Postcode:

Telephone – Home: Business:

Please tick the following box if you are an existing client of Fisher Funds Management Limited:

If Yes, please provide your Unit Holder Number:

CSN/Computershare Investor Services Shareholder Number:

If you currently have a Computershare Investor Services Limited shareholder number or a Common Shareholder Number, please insert above.

IRD Number:

Are you holding a current Resident Withholding Tax Exemption Certificate? Yes No

If Yes, please attach a copy of the Certificate.

APPLICATION AMOUNT: (The minimum application amount is NZ$2,000, thereafter in multiples of $500)

Amount applied for: NZ$

Cheques must be payable to “Kingfish Share Offer” and crossed “Not Transferable”. Cheques must not be post-dated.

Payment must be made in New Zealand dollars with a cheque drawn on a registered New Zealand bank.

AGREEMENT OF TERMS

(1) I/We offer to purchase the value of Shares shown above and agree to purchase such Shares and be allocated Options (or such lesservalue of Shares and Options as the Offerors may allocate to me/us) on the terms and conditions set out in the Prospectus and Investment Statement and this Application Form.

(2) I/We agree to be bound by the Constitution of Kingfish Limited (as amended from time to time).

(3) All details and statements made by me/us are complete and accurate and this Application complies with the terms of the Prospectus andInvestment Statement.

(4) I/We represent that I am/we are not, as a result of the law of any place, a person to whom the Prospectus and Investment Statementshould not be given.

Signature: Date:

Signature: Date:

DIVIDEND PAYMENTS Please tick the appropriate box to select the method of payment

Please tick the following box if you wish to participate in the Dividend Reinvestment Plan:

(Shares issued at a 3% discount to 5 day VWAP prior to dividend announcement)

Alternatively:

Pay by cheque to the postal address above OR Direct credit to my bank account as detailed below

(not required if Computershare Investor Services Limited already has these details)

Name of Bank: Address of Bank:

Bank Branch: Account: Suffix:

Application Form – Continued

ADDITIONAL APPLICATION TERMS

This application constitutes an irrevocable offer by the applicant to acquire the value of Shares specified in the Application Form, or such lesser value ofShares as the Company and the Joint Lead Managers may determine, on the terms and conditions set out in this combined Investment Statement andProspectus, and this Application Form.

If the aggregate value of Shares applied for exceeds the value offered then applicants may be allocated a lower value of fewer Shares than the value forwhich they applied. The value of Shares allocated to an applicant will be determined by the Company in conjunction with the Joint Lead Managers. Noreasons will be given regarding the level of allocations. Applications that are the subject of firm allocations will not be scaled.

For every Share allocated to applicants, applicants will be issued with one Option with an exercise price of $1.00, exercisable on any of 31 March 2006, 31 March 2007 and 31 March 2008, subject to a minimum exercise of 500 Options. Holders can exercise some or all of their Options on any of these dates.

The Company reserves the right to decline any application in whole or in part, without giving any reason. Money received in respect of applicationswhich are declined in whole or in part will be refunded in whole or in part (as the case may be). Refunds will be posted within five business days afterallocation of Shares and the Options to successful applicants or after an application has been declined (as applicable). Interest will not be paid on anyapplication money refunded to applicants or on application money prior received to the close of the Offer that is subsequently used to purchase Shares.

The Shares will be offered at a price of $1.00 per share as described in the Prospectus and Investment Statement. For each Share issued, subscriberswill receive 1 Option to subscribe for a share at an exercise price of $1.00 exercisable on any of 31 March 2006, 31 March 2007 and 31 March 2008.

If this Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be treated as valid. TheCompany’s decision as to whether to treat an application as valid, and how to construe, amend or complete it, shall be final. The Company’s decision onthe value of Shares to be allocated to an applicant shall also be final. Applicants will not, however, be treated as having offered to purchase a greatervalue of Shares than that indicated on the Application Form.

Application money will be banked upon receipt into an account. Interest earned on that account will be paid to the Company. If application money is paidby a cheque which does not clear, that application may be rejected or an allocation made to the applicant may be cancelled.

Expressions defined in the Investment Statement and Prospectus have the same meanings in this Application Form. This Application Form is governedby New Zealand law.

Shareholding statements will be dispatched as soon as is practicable after allocation, but in any event not later than five business days after closing ofthe Offer. Applicants should not attempt to sell their shareholdings until they have received their shareholding statements.

CORRECT FORM OF REGISTRABLE NAMES

Note that ONLY LEGAL ENTITIES are allowed to hold Shares and Options. Applicants must be in the name(s) of natural persons, companies or otherlegal entities acceptable to Kingfish Limited. At least one full given name and surname is required for each natural person. The name of the beneficiaryor any other non-registrable name may be included by way of an account designation if completed exactly as described in the examples of correct formsor registrable names below.

TYPE OF INVESTOR

INDIVIDUAL – Use given name in full, not initials.

COMPANY – Use company title, not abbreviations.

TRUSTS – Do not use the name of the trust, use the trustee(s) personal names. All trustees must apply as joint applicants.

DECEASED ESTATES – Do not use the names of deceased, use executor(s) personal names.

PARTNERSHIPS – Do not use the names of partnerships, use partner(s) personal names.

CLUBS/UNINCORPORATED BODIES – Do not use names of clubs etc, use office bearer(s) personal names.

SUPERANNUATION FUNDS – Do not use name of fund, use name of trustee.

Attorneys: Please complete and sign the certificate of non-revocation below. Upon acceptance, in whole or in part, of an applicant’s offer to purchaseShares, the Company will transfer those Shares to the applicant and will procure registration of the applicant as the holder of those Shares, subject to allapplicable laws. This Application Form must not be issued, circulated or distributed unless accompanied by the Investment Statement and Prospectus.

CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY

I, (name of Attorney)

of (Address and Occupation of Attorney)

HEREBY CERTIFY THAT:

1. By a Power of Attorney dated the day of (month, year)

(Name and Occupation of person for whom Attorney is signing) (Address of person for whom Attorney is signing)

(“the Donor”) appointed me his/her/its Attorney on the terms and conditions set out in the Power of Attorney.

2. I have executed the application for Shares and Options printed on the face of this form as Attorney pursuant to the powers conferred on me by thatPower of Attorney.

3. At the date of this certificate I have not received any notice or information of the revocation of that Power of Attorney, whether by the death ordissolution of the Donor or otherwise.

Signed at this day of 2004

Signature of Attorney:

Application Form

Broker’s Stamp

Broker’s Code

This Application Form constitutes an offer to purchase the Shares and be allocated the Options as describedherein. The full amount of the purchase price for the Shares is due upon application. The closing date for theGeneral Offer is 3.00pm, 26 March 2004.

Please note that there is a reserved pool for existing clients of Fisher Funds Management Limited (“PriorityPool”). If you wish to apply for Shares in the Priority Pool please provide your Unit Holder Number in the InvestorDetails section. Please note that the closing date for applications in the Priority Pool is 5.00 pm, 19 March 2004.

FOR INSTRUCTIONS ON HOW TO COMPLETE AND DELIVER THIS FORM SEE THE ACCOMPANYINGAPPLICATION INSTRUCTIONS

INVESTOR DETAILS (Block letters please)

Title: First Name(s): Surname:

Title: First Name(s): Surname:

Corporate Name:

Number and Street: Suburb:

City: Postcode:

Telephone – Home: Business:

Please tick the following box if you are an existing client of Fisher Funds Management Limited:

If Yes, please provide your Unit Holder Number:

CSN/Computershare Investor Services Shareholder Number:

If you currently have a Computershare Investor Services Limited shareholder number or a Common Shareholder Number, please insert above.

IRD Number:

Are you holding a current Resident Withholding Tax Exemption Certificate? Yes No

If Yes, please attach a copy of the Certificate.

APPLICATION AMOUNT: (The minimum application amount is NZ$2,000, thereafter in multiples of $500)

Amount applied for: NZ$

Cheques must be payable to “Kingfish Share Offer” and crossed “Not Transferable”. Cheques must not be post-dated.

Payment must be made in New Zealand dollars with a cheque drawn on a registered New Zealand bank.

AGREEMENT OF TERMS

(1) I/We offer to purchase the value of Shares shown above and agree to purchase such Shares and be allocated Options (or such lesservalue of Shares and Options as the Offerors may allocate to me/us) on the terms and conditions set out in the Prospectus and Investment Statement and this Application Form.

(2) I/We agree to be bound by the Constitution of Kingfish Limited (as amended from time to time).

(3) All details and statements made by me/us are complete and accurate and this Application complies with the terms of the Prospectus andInvestment Statement.

(4) I/We represent that I am/we are not, as a result of the law of any place, a person to whom the Prospectus and Investment Statementshould not be given.

Signature: Date:

Signature: Date:

DIVIDEND PAYMENTS Please tick the appropriate box to select the method of payment

Please tick the following box if you wish to participate in the Dividend Reinvestment Plan:

(Shares issued at a 3% discount to 5 day VWAP prior to dividend announcement)

Alternatively:

Pay by cheque to the postal address above OR Direct credit to my bank account as detailed below

(not required if Computershare Investor Services Limited already has these details)

Name of Bank: Address of Bank:

Bank Branch: Account: Suffix:

Application Form – Continued

ADDITIONAL APPLICATION TERMS

This application constitutes an irrevocable offer by the applicant to acquire the value of Shares specified in the Application Form, or such lesser value ofShares as the Company and the Joint Lead Managers may determine, on the terms and conditions set out in this combined Investment Statement andProspectus, and this Application Form.

If the aggregate value of Shares applied for exceeds the value offered then applicants may be allocated a lower value of fewer Shares than the value forwhich they applied. The value of Shares allocated to an applicant will be determined by the Company in conjunction with the Joint Lead Managers. Noreasons will be given regarding the level of allocations. Applications that are the subject of firm allocations will not be scaled.

For every Share allocated to applicants, applicants will be issued with one Option with an exercise price of $1.00, exercisable on any of 31 March 2006, 31 March 2007 and 31 March 2008, subject to a minimum exercise of 500 Options. Holders can exercise some or all of their Options on any of these dates.

The Company reserves the right to decline any application in whole or in part, without giving any reason. Money received in respect of applicationswhich are declined in whole or in part will be refunded in whole or in part (as the case may be). Refunds will be posted within five business days afterallocation of Shares and the Options to successful applicants or after an application has been declined (as applicable). Interest will not be paid on anyapplication money refunded to applicants or on application money prior received to the close of the Offer that is subsequently used to purchase Shares.

The Shares will be offered at a price of $1.00 per share as described in the Prospectus and Investment Statement. For each Share issued, subscriberswill receive 1 Option to subscribe for a share at an exercise price of $1.00 exercisable on any of 31 March 2006, 31 March 2007 and 31 March 2008.

If this Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be treated as valid. TheCompany’s decision as to whether to treat an application as valid, and how to construe, amend or complete it, shall be final. The Company’s decision onthe value of Shares to be allocated to an applicant shall also be final. Applicants will not, however, be treated as having offered to purchase a greatervalue of Shares than that indicated on the Application Form.

Application money will be banked upon receipt into an account. Interest earned on that account will be paid to the Company. If application money is paidby a cheque which does not clear, that application may be rejected or an allocation made to the applicant may be cancelled.

Expressions defined in the Investment Statement and Prospectus have the same meanings in this Application Form. This Application Form is governedby New Zealand law.

Shareholding statements will be dispatched as soon as is practicable after allocation, but in any event not later than five business days after closing ofthe Offer. Applicants should not attempt to sell their shareholdings until they have received their shareholding statements.

CORRECT FORM OF REGISTRABLE NAMES

Note that ONLY LEGAL ENTITIES are allowed to hold Shares and Options. Applicants must be in the name(s) of natural persons, companies or otherlegal entities acceptable to Kingfish Limited. At least one full given name and surname is required for each natural person. The name of the beneficiaryor any other non-registrable name may be included by way of an account designation if completed exactly as described in the examples of correct formsor registrable names below.

TYPE OF INVESTOR

INDIVIDUAL – Use given name in full, not initials.

COMPANY – Use company title, not abbreviations.

TRUSTS – Do not use the name of the trust, use the trustee(s) personal names. All trustees must apply as joint applicants.

DECEASED ESTATES – Do not use the names of deceased, use executor(s) personal names.

PARTNERSHIPS – Do not use the names of partnerships, use partner(s) personal names.

CLUBS/UNINCORPORATED BODIES – Do not use names of clubs etc, use office bearer(s) personal names.

SUPERANNUATION FUNDS – Do not use name of fund, use name of trustee.

Attorneys: Please complete and sign the certificate of non-revocation below. Upon acceptance, in whole or in part, of an applicant’s offer to purchaseShares, the Company will transfer those Shares to the applicant and will procure registration of the applicant as the holder of those Shares, subject to allapplicable laws. This Application Form must not be issued, circulated or distributed unless accompanied by the Investment Statement and Prospectus.

CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY

I, (name of Attorney)

of (Address and Occupation of Attorney)

HEREBY CERTIFY THAT:

1. By a Power of Attorney dated the day of (month, year)

(Name and Occupation of person for whom Attorney is signing) (Address of person for whom Attorney is signing)

(“the Donor”) appointed me his/her/its Attorney on the terms and conditions set out in the Power of Attorney.

2. I have executed the application for Shares and Options printed on the face of this form as Attorney pursuant to the powers conferred on me by thatPower of Attorney.

3. At the date of this certificate I have not received any notice or information of the revocation of that Power of Attorney, whether by the death ordissolution of the Donor or otherwise.

Signed at this day of 2004

Signature of Attorney:

The Company

Kingfish Limited2 King Edward ParadeDevonportAuckland

Phone: 09 445 3377Fax: 09 445 3375

Registrar

Computershare Investor Services LimitedLevel 2, 159 Hurstmere RoadTakapunaPrivate Bag 92119Auckland

Phone: 09 488 8777Fax: 09 488 8787

Auditors

PricewaterhouseCoopers188 Quay StreetPrivate Bag 92162Auckland

Phone: 09 355 8000Fax: 09 355 8001

Solicitors

Chapman Tripp Sheffield YoungLevel 35, 23-29 Albert Street PO Box 2206 Auckland

Phone: 09 357 9000Fax: 09 357 9099

Joint Lead Managers

ASB Bank LimitedLevel 13, ASB Bank Centre135 Albert StreetPO Box 35Auckland

Phone: 09 374 8366Fax: 09 374 8645

First NZ CapitalLevel 20, ANZ Centre 23-29 Albert Street PO Box 5333 Wellesley Street Auckland

Freephone: 0800 005 678Phone: 09 302 5500Fax: 09 302 5580

First NZ CapitalLevel 10, Caltex Tower282-292 Lambton QuayPO Box 3394Wellington

Freephone: 0800 005 678Phone: 04 474 4400Fax: 04 496 5311

Co-Manager

Greenslades Limited1st Floor, Greenslades Building330 Moray PlacePO Box 5545Dunedin

Freephone: 0800 888 866Phone: 03 477 5900Fax: 03 477 6743

Organising Brokers

ASB Securities LimitedLevel 13, ASB Bank Centre135 Albert StreetPO Box 35Auckland

Phone: 0800 272 732Fax: 09 374 8645

First NZ Capital SecuritiesLevel 20, ANZ Centre 23-29 Albert Street PO Box 5333 Wellesley Street Auckland

Freephone: 0800 005 678Phone: 09 302 5500Fax: 09 302 5580

First NZ Capital SecuritiesLevel 10, Caltex Tower282-292 Lambton QuayPO Box 3394Wellington

Freephone: 0800 005 678Phone: 04 474 4400Fax: 04 496 5311

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