Title
This notice is the Takeovers Code (Pike River Coal Limited) Exemption Notice 2010.

Application
This notice applies to acts or omissions occurring on or after 19 May 2009.

Expiry
This notice expires on the close of 30 April 2012.

Interpretation

In this notice, unless the context otherwise requires,-
2009 notice of meeting means the notice sent to the shareholders of Pike River in respect of the meeting held on 26 June 2009 to approve, for the purposes of rule 7(d) of the Code, the allotment of voting securities to NZOG on the exercise of NZOG's 2011 options

2010 notice of meeting means the notice sent to the shareholders of Pike River in respect of the meeting held on 7 May 2010 to approve, for the purposes of rule 7(d) of the Code, the allotment of voting securities to NZOG on the exercise of the conversion rights, subscription rights, and exercise rights

2011 options means the options issued pursuant to the renounceable rights issue carried out by Pike River under a short form prospectus and investment statement dated 16 March 2009, the terms of which entitle the holder of a 2011 option to subscribe for 1 voting security for $1.25 at any time until 5 pm on 24 April 2011

Act means the Takeovers Act 1993

Code means the Takeovers Code under the Act

convertible bonds means the convertible bonds issued to NZOG by Pike River pursuant to an agreement dated 19 April 2010 between New Zealand Oil & Gas Limited and Pike River, the terms of which entitle holders, on the conversion of the bonds on or before 12 March 2012, to-

1. rights to acquire voting securities (conversion rights) other than by reason of the matters referred to in paragraph (b)(i) and (ii); and
2. rights to acquire securities in Pike River (subscription rights) by reason of?
   1. the offer, issue, grant, or sale of securities in Pike River or rights to acquire securities in Pike River; or
   2. an entitlement to receive securities in Pike River arising before the conversion of bonds

exercise rights means rights attached to securities allotted on exercise of subscription rights that entitle holders of the securities to acquire voting securities

NZOG means New Zealand Oil & Gas Limited and every other company listed in the Schedule

Pike River means Pike River Coal Limited

voting security means a voting security in Pike River.

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 Pike River.

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.

Exemption from rule 7(d) of Code

NZOG is exempted-

1. from rule 7(d) of the Code, to the extent that rule 7(d) requires the 2009 notice of meeting to comply with rule 16(b) of the Code, in respect of any increase in NZOG's voting control as a result of the allotment of voting securities to NZOG on the exercise of NZOG's 2011 options; and
2. from rule 7(d) of the Code, to the extent that rule 7(d) requires the 2010 notice of meeting to comply with rule 16(b) and (d) of the Code, in respect of any increase in NZOG's voting control as a result of the allotment of voting securities to NZOG on the exercise of NZOG's conversion rights, subscription rights, and exercise rights.

Exemption from rule 16(b) and (d) of Code

Pike River is exempted-

1. from rule 16(b) of the Code in respect of the 2009 notice of meeting; and
2. from rule 16(b) and (d) of the Code in respect of the 2010 notice of meeting.

Condition of exemptions relating to 2010 notice of meeting

The exemptions in clauses 5 and 6 are subject to the condition that the 2010 notice of meeting must have contained, or been accompanied by, the following particulars, calculated separately for Cases 1, 2, and 3:

1. the maximum number of voting securities that could be allotted to NZOG:
2. the maximum number of voting securities that could be allotted to NZOG, expressed as a percentage of the total voting securities on issue after the allotment of voting securities:
3. the maximum percentage of the total voting securities on issue that could be held or controlled by NZOG after the allotment of voting securities:
4. the maximum percentage of the total voting securities on issue that could be held or controlled by NZOG and NZOG's associates after the allotment of voting securities.

Case 1 is where-

1. voting securities are allotted on the exercise of all of NZOG's 2011 options; and
2. no conversion rights are exercised.

Case 2 is where-

1. voting securities are allotted on the exercise of all conversion rights; and
2. no 2011 options are exercised.

Case 3 is where voting securities are allotted on the exercise of all of NZOG's 2011 options and all conversion rights.

The numbers and percentages referred to in subclause (1) must have been calculated on the basis that-

1. there is no change in the total number of voting securities on issue after 19 April 2010, other than as a result of the exercise of 2011 options and conversion rights; and
2. for Cases 1 and 3, no holder of 2011 options other than NZOG or, where subclause (1)(d) applies, no holder of 2011 options other than NZOG and NZOG's associates, exercises those options; and
3. no subscription rights or exercise rights are exercised; and
4. Pike River does not take any action after 19 April 2010 that causes or may cause the conversion price of the convertible bonds to change.

Further condition of exemptions relating to 2010 notice of meeting

The exemptions in clauses 5 and 6 are subject to the condition that the 2010 notice of meeting must have contained, or been accompanied by, a statement to the effect that NZOG may not exercise NZOG's 2011 options, conversion rights, or subscription rights in reliance on this notice to the extent that such exercise would cause NZOG and NZOG's associates to hold or control more than 55% of the voting rights in Pike River.

Condition of exemptions relating to Pike River's annual report

The exemptions in clauses 5 and 6 are subject to the condition that every annual report issued by Pike River until the expiry of this notice must disclose, in a form approved by the Panel,-

1. a summary of the terms of the 2011 options; and
2. a summary of the terms of the convertible bonds; and
3. a summary of the terms and conditions of the exemptions granted to NZOG and Pike River by this notice; and
4. a statement, as at the end of the financial year to which the annual report relates, of the following:
   1. the number of voting securities allotted to NZOG on the exercise of NZOG's 2011 options:
   2. the number of voting securities allotted to NZOG pursuant to the terms of the convertible bonds:
   3. the total percentage of the voting rights in Pike River held or controlled by NZOG and NZOG's associates (both individually and in aggregate):
   4. the maximum percentage of voting rights in Pike River that could be held or controlled by NZOG and NZOG's associates on the exercise of all their 2011 options and all conversion rights
   .

Exemptions not to apply in certain cases

Revocation

The Takeovers Code (Pike River Coal Limited) Exemption Notice 2009 (SR 2009/150) is revoked.