DATE: 5 June 2009

TO:
DAVID M. KNOTT
DORSET MANAGEMENT CORPORATION
KNOTT PARTNERS, L.P.
KNOTT PARTNERS OFFSHORE MASTER FUND, L.P.
COMMONFUND HEDGED EQUITY COMPANY
GOOD STEWARD TRADING COMPANY SPC
MULSANNE PARTNERS, L.P.
SHOSHONE PARTNERS, L.P.
FOCUS 300 LTD
C/- Chapman Tripp
23 Albert Street
AUCKLAND

ANZ NOMINEES LIMITED
Level 2
1 Victoria Street
WELLINGTON

GOLDMAN SACHS JB WERE
Level 42
1 New York Plaza
New York
UNITED STATES OF AMERICA

RISKMETRICS GROUP
201 David L. Boren Blvd, Suite 300
Norman
Oklahoma
UNITED STATES OF AMERICA

NOTICE IS HEREBY GIVEN:

That on 4 June 2009 the Takeovers Panel met to consider various issues arising in relation to the voting process undertaken for the purposes of rule 10 of the Takeovers Code ("Code") in relation to the partial offer ("the offer") by the various parties collectively known as "Knott"¹ for Rubicon Limited ("Rubicon").

The Panel has decided to convene a meeting pursuant to section 32(1) of the Takeovers Act 1993. The Panel considers that one or more of:

David M. Knott
Dorset Management Corporation
Knott Partners, L.P.
Knott Partners Offshore Master Fund, L.P.
Commonfund Hedged Equity Fund, L.P.
Good Steward Trading Company SPC
Mulsanne Partners, L.P.
Shoshone Partners, L.P.
Focus 300 Ltd
RiskMetrics Group
Goldman Sachs JB Were
ANZ Nominees Limited
and any person or persons, acting on one of more of their behalves.

may not have acted, may not be acting, or may intend not to act in compliance with the Code, namely, by exercising or instructing the exercise of voting rights attaching to shares beneficially owned by Knott or its associates in favour of the offer for the purposes of rule 10 of the Code in circumstances where that conduct may have been misleading or deceptive or likely to mislead or deceive in terms of rule 64 of the Code.

The resolution of the Panel made on 4 June 2009 is as follows:

Rubicon is a "code company" by virtue of being party to a listing agreement with the NZX, a registered exchange, and having its ordinary shares quoted on the NZSX market.

Knott is a group of related investment funds. As at 29 April 2009 those funds were the beneficial owners of 46,098,150 shares in Rubicon, representing 18.50% of the total number on issue in the company. Dorset Management Corporation ("Dorset") provides management services to Knott. David M. Knott is the sole shareholder, director and president of Dorset. David M. Knott also holds senior roles in each of the vehicles that comprise Knott. Knott has disclosed that Dorset and Mr Knott control the shares that it beneficially owns. Additionally, Mr Knott either controls or is the beneficial owner of a further 2,446,500 Rubicon shares, representing 0.98% of the company.

As at 29 April 2009 New Zealand Central Securities Depository Limited ("NZCSD") was the registered holder of 208,239,356 Rubicon shares, representing 83.57% of the total number on issue. NZCSD is a depository system administered by the Reserve Bank of New Zealand, which acts as custodian for, and administers trading between, its members. NZCSD's members are New Zealand based custodians which, in turn, act as nominees for international custodians. Accordingly, it appears that there are layers of nominees between NZCSD and the ultimate beneficial owners of the shares held by NZCSD.

The shares beneficially owned by Knott are held by NZCSD and controlled by Knott through several layers of nominees, in the manner described above.

On 27 April 2009 Knott made a partial offer ("the offer") for Rubicon under rule 7(b) of the Code. Dorset acted in concert with Knott for the purposes of that offer. The offer was for 10.83% of the shares in Rubicon not already held or controlled by Knott ("the specified percentage"). Consummation of the offer would result in Knott and its associates increasing their aggregate voting control in Rubicon to 28.31%. Consequently, shareholder approval for the offer was required under rule 10 of the Code, in accordance with the voting process set out in that rule.

Under rule 10, voting rights held by the offeror and its associates must be disregarded for the purposes of the approval of the offer. Approval is obtained if the offerees (i.e. the offerees of the offer) approving hold more voting rights than the offerees who object.

45,460,950 of the 46,098,150 shares beneficially owned by Knott were voted to approve the offer for the purposes of rule 10. It appears that the registered holder of those shares is NZCSD and that those shares were controlled by Knott down through Goldman Sachs in the United States and ANZ Nominees in New Zealand (ANZ Nominees is a member of NZCSD).

Rubicon determined the outcome of the rule 10 vote, assisted by its share registrar, Computershare. The votes cast on the shares beneficially owned by Knott were counted towards the rule 10 approval. Rubicon made a market announcement on 28 May 2009 which stated:

...Firstly, the Offer required more than 50% of Rubicon shares (other than shares held by Knott and associates) voted to be cast in favour of Knott exceeding the 20% Takeovers Code threshold and moving to 27.33%. Computershare has advised Rubicon that this voting approval has now been received. Over 80% of the Company's shares (excluding those owned by Knott and associates) were voted, and approximately 77% of those voted to approve the Offer...

Also on 28 May 2009, shortly after Rubicon's announcement, Knott issued a market announcement which stated:

...The offerors understand that sufficient approval voted have been received to satisfy the condition set out in paragraph 6.2. of the Offer document and (and Rule 10 of the Takeovers Code)...

The fact that the shares beneficially owned by Knott had been voted on the rule 10 issue was only advised to Rubicon after Rubicon had determined the question of rule 10 approval and announced the results to the market.

The Panel considers that the act of voting shares beneficially owned by Knott, in the particular circumstances of the case, may constitute conduct which is misleading or deceptive, or likely to mislead or deceive, in terms of rule 64 of the Code, and therefore prohibited by that rule.

The Panel will hold a meeting for the purposes of determining whether to exercise its powers under section 32 of the Takeovers Act 1993. The meeting will be held at 8:30 a.m. on Wednesday, 10 June 2009 at the offices of UBS New Zealand Limited, Level 17, PricewaterhouseCoopers Tower, 188 Quay Street, Auckland. The meeting will be a private meeting.

Various persons who reside outside New Zealand have been summonsed to appear at the meeting. Video conferencing facilities will be arranged so that those persons can conveniently attend. Further details will be advised in due course.

Attention is drawn to section 31V of the Takeovers Act 1993.

1. being Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., Commonfund Hedged Equity Company, Good Steward Trading Company SPC, Mulsanne Partners, L.P., Shoshone Partners, L.P. and Focus 300 Ltd