1

Title
This notice is the Takeovers Code (A2 Corporation Limited) Exemption Notice 2008.

2

Application
This notice applies to acts or omissions occurring on or after 4 July 2008.

3

Expiry

This notice expires on the close of 31 December 2008.

4

Interpretation

(1)

In this notice, unless the context otherwise requires,-

A2 means A2 Corporation Limited

Act means the Takeovers Act 1993

Code means the Takeovers Code under the Act

issue means the proposed issue by A2 of up to the maximum issue number of voting securities to be offered to its ordinary shareholders under pro rata renounceable rights to subscribe for 3 voting securities for every 4 existing voting securities

maximum issue number means a number of voting securities between 113 315 640 and 117 995 640 depending upon whether or not certain options to acquire voting securities in A2 that are currently exercisable by directors and executives of A2 are in fact exercised by the record date for the issue

meeting means the meeting of the shareholders of A2 to be held on or about 18 July 2008 to consider whether to approve, for the purposes of rule 7(d) of the Code, the allotment of voting securities to Mountain Road under the issue and the underwriting agreement

Mountain Road means Mountain Road Investments Limited

notice of meeting means the notice of the meeting that is sent to the shareholders of A2 in relation to the meeting

underwriting agreement means the underwriting agreement between A2 and Mountain Road dated on or about 4 July 2008

voting security means an equity security in A2 that confers a voting right.

(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 A2.

(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

Mountain Road is exempted from rule 7(d) of the Code in respect of any increase in Mountain Road's voting control that results from the allotment of voting securities to Mountain Road under the issue and the underwriting agreement to the extent that the notice of meeting does not comply with rule 16(b) of the Code.

6

Exemption from rule 16(b) of Code

A2 is exempted from rule 16(b) of the Code in respect of the notice of meeting.

7

Condition relating to particulars of voting securities to be contained in 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 of the voting securities that may be allotted to Mountain Road under the issue and the underwriting agreement:

1. the maximum number of voting securities that could be allotted to Mountain Road as a result of the issue and the underwriting agreement:
2. the maximum number of voting securities that could be allotted to Mountain Road as a result of the issue and the underwriting agreement expressed as a percentage of the total voting securities on issue after the allotment of the voting securities resulting from the issue and the underwriting agreement:
3. the maximum percentage of the total voting securities on issue that could be held or controlled by Mountain Road after the allotment of the voting securities resulting from the issue and the underwriting agreement:
4. the maximum percentage of the total voting securities on issue that could be held or controlled by Mountain Road and Mountain Road's associates after the allotment of the voting securities resulting from the issue and the underwriting agreement.

8

Additional conditions relating to contents of notice of meeting

The exemptions in clauses 5 and 6 are subject to the following additional conditions:

1. the notice of meeting also contains, or is accompanied by,-
   1. full particulars of the issue and a summary of the underwriting agreement; and
   2. a summary of the terms and conditions of the exemptions granted to a2 and mountain road by this notice; and
2. the notice of meeting displays, in a prominent position, a disclaimer stating that, by exempting Mountain Road from rule 7(d) and A2 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:
   2. not implying it has a view on the merits of the issue or the underwriting agreement; and
3. the form of the notice of meeting is approved by the Takeovers Panel.

9

Application of exemption in clause 5

The exemption in clause 5 does not apply-

1. to any allotment of voting securities resulting from the issue or the fulfillment of the underwriting agreement if, immediately after the completion of the allotment, the total percentage of voting securities held or controlled by Mountain Road is greater than the maximum percentage of voting securities that could be held or controlled by Mountain Road as disclosed in the notice of meeting:
2. to Mountain Road if Mountain Road increases its voting control, except as a result of the issue and the underwriting agreement, but this paragraph ceases to apply after the completion of the issue and the fulfillment of the underwriting agreement.