1

Title
This notice is the Takeovers Code (BLIS Technologies Limited) Exemption Notice 2009.

2

Application
This notice applies to acts or omissions occurring on or after 13 March 2009.

3

Expiry

This notice expires on 31 May 2012.

4

Interpretation

(1)

In this notice, unless the context otherwise requires,-

Act means the Takeovers Act 1993

BLIS means BLIS Technologies Limited

Code means the Takeovers Code under the Act

Edinburgh means Edinburgh Equity Nominee Limited

meeting means the meeting of the shareholders of BLIS that is to be held on or about 30 March 2009 to consider whether to approve, for the purposes of rule 7(d) of the Code, the allotments of voting securities to Edinburgh on conversion of the preference shares allotted to Edinburgh under the rights issue, underwriting arrangements, and option

notice of meeting means the notice of meeting to be sent to the shareholders of BLIS in respect of the meeting

option means the option granted to Edinburgh in the underwriting arrangements for Edinburgh to subscribe for 1 million preference shares, in addition to those taken up by Edinburgh pursuant to the underwriting arrangements

preference share means a mandatory cumulative preference share in BLIS issued under the rights issue or the option that will be converted into a voting security automatically in the future

rights issue means the rights issue to be conducted by BLIS under a prospectus to be registered following the meeting

underwriting arrangements means the arrangements in the underwriting agreement between BLIS and Edinburgh executed on or about 5 February 2009

voting security means a voting security in BLIS.

(2)

In this notice, a reference to a person increasing voting control is a reference to the person becoming the holder or controller of an increased percentage of the voting rights in BLIS.

(3)

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

5

Exemption from rule 7(d) of Code

Edinburgh is exempted from rule 7(d) of the Code in respect of any increase in its voting control as a result of the allotment of voting securities to it on conversion of the preference shares allotted to it under the rights issue, underwriting arrangements, and option to the extent that rule 7(d) requires the notice of meeting to comply with rule 16(b) of the Code.

6

Exemption from rule 16(b) of Code

BLIS is exempted from rule 16(b) of the Code in respect of the notice of meeting.

7

Condition of exemptions in clauses 5 and 6 relating to notice of meeting

The exemptions in clauses 5 and 6 are subject to the condition that the notice of meeting contains, or is accompanied by, the following particulars:

1. the maximum number of voting securities that could be allotted to Edinburgh on conversion of the maximum number of preference shares that could be allotted to it under the rights issue, underwriting arrangements, and option:
2. the maximum number of voting securities that could be allotted to Edinburgh on conversion of the maximum number of preference shares that could be allotted to it under the rights issue, underwriting arrangements, and option, expressed as a percentage of the total voting securities on issue after that allotment of the voting securities:
3. the maximum percentage of the total voting securities on issue that could be held or controlled by Edinburgh after the allotment of voting securities to it on conversion of the maximum number of preference shares that could be allotted to it under the rights issue, underwriting arrangements, and option:
4. the maximum percentage of the total voting securities on issue that could be held or controlled by Edinburgh and its associates after the allotment of voting securities to it on conversion of the maximum number of preference shares that could be allotted to it under the rights issue, underwriting arrangements, and option.

The percentages required to be disclosed in subclause (1) must be calculated in relation to all of the following scenarios:

Scenario 1

1. no voting securities are allotted to Edinburgh on conversion of unpaid dividends on preference shares and Edinburgh does not increase its voting control prior to the conversion of the preference shares:
   Scenario 2
2. no voting securities are allotted to Edinburgh on conversion of unpaid dividends on preference shares and Edinburgh increases its voting control (when taken with the voting control of its associates) to 20% prior to the conversion of the preference shares:
   Scenario 3
3. the maximum number of voting securities that could be allotted to Edinburgh on conversion of unpaid dividends on preference shares are allotted to Edinburgh and Edinburgh does not increase its voting control prior to the conversion of the preference shares:
   Scenario 4
4. the maximum number of voting securities that could be allotted to Edinburgh on conversion of unpaid dividends on preference shares are allotted to Edinburgh and Edinburgh increases its voting control (when taken with the voting control of its associates) to 20% prior to the conversion of the preference shares.

8

Further conditions of exemptions in clauses 5 and 6 relating to notice of meeting

The exemptions in clauses 5 and 6 are subject to the further conditions that-

1. the notice of meeting contains, or is accompanied by,-
   1. full particulars of the preference shares, rights issue, underwriting arrangements, and option; and
   2. a summary of the terms and conditions of the exemptions granted under this notice; and
2. the notice of meeting displays, in a prominent position, a disclaimer stating that by exempting Edinburgh from rule 7(d) of the Code, and BLIS from rule 16(b) of the Code, the Takeovers Panel is-
   1. neither endorsing nor supporting the accuracy or reliability of the contents of the notice of meeting; and
   2. not implying that it has a view on the merits of the proposed issue of voting securities to Edinburgh on conversion of the preference shares to be allotted to Edinburgh; and
3. the form of the notice of meeting is approved by the Takeovers Panel.

9

Condition of exemptions in clauses 5 and 6 relating to BLIS's annual report

The exemptions in clauses 5 and 6 are subject to the condition that every annual report issued by BLIS during the period in which this notice is in force contains the following in a prominent position and in a form approved by the Takeovers Panel:

1. a summary of the terms of the preference shares, rights issue, underwriting arrangements, and option; and
2. a summary of the terms and conditions of the exemptions contained in this notice; and
3. a statement, as at the end of the financial year to which the annual report relates, of the following:
   1. the number of preference shares allotted to Edinburgh under the rights issue, underwriting arrangements, and option:
   2. the total percentage of voting rights on issue held or controlled by Edinburgh and its associates (both individually and in aggregate):
   3. the maximum percentage of voting rights that could be held or controlled by Edinburgh and its associates on the exercise of the option (if still alive) and subsequent conversion of the preference shares.

10

Application of exemption in clause 5

The exemption in clause 5 does not apply-

1. if there is an increase in the aggregate of the voting control of Edinburgh and its associates to above 20%, except as a result of an allotment of voting securities to Edinburgh on conversion of the preference shares, before the conversion of the last of the preference shares held by Edinburgh:
2. to an increase in Edinburgh's voting control as a result of the allotment of voting securities to Edinburgh on conversion of the preference shares if, immediately after the completion of the allotment of the voting securities, the total percentage of voting securities held or controlled by Edinburgh is greater than the maximum percentage of voting securities that could be held or controlled by Edinburgh as disclosed in the notice of meeting in accordance with clause 7(1)(c).

11

Condition of exemption in clause 5 relating to change in control of Edinburgh

The exemption in clause 5 is subject to the condition that there is no change in control of Edinburgh before the completion of the allotment of voting securities to Edinburgh on the conversion of the preference shares.