1

Title
This notice is the Takeovers Code (Dairy Trust Limited) Exemption Notice 2008.

2

Application
This notice applies to acts or omissions occurring on or after 20 August 2008.

3

Expiry

This notice expires on the close of 31 August 2010.

4

Interpretation

(1)

In this notice, unless the context otherwise requires,—

Act means the Takeovers Act 1993

Code means the Takeovers Code under the Act

Dairy Trust means Dairy Trust Limited

final completion date means the date on which the last acquisition of voting securities by Olam under the share sale agreement occurs

initial completion date means the date on which completion takes place under the subscription agreement

meeting means the meeting of Dairy Trust shareholders that is to be held on or about 21 August 2008 to consider, amongst other things, whether or not to approve,—

1. for the purposes of rule 7(c) of the Code, the acquisition of voting securities by Olam under the share sale agreement; and
2. the allotment of voting securities to Olam under the subscription agreement

notice of meeting means the notice of meeting (including explanatory materials) that is to be sent to Dairy Trust shareholders in connection with the meeting

offer means the takeover offer to be made by Dairy Trust in accordance with the pre—bid agreement entered into by Dairy Trust and Olam and dated 8 July 2008 under which—

1. Dairy Trust has agreed to make a full, cash takeover offer for all of the ordinary shares in Open Country Cheese; and
2. Olam has agreed to accept Dairy Trust's offer for all of the ordinary shares that Olam holds in Open Country Cheese

Olam means Olam International Limited, a company incorporated in Singapore

Open Country Cheese means Open Country Cheese Company Limited

share sale agreement means the share sale agreement entered into by Dairy Investment Fund Limited and Olam and dated 8 July 2008 under which, subject to a scaling regime, Olam has agreed to acquire, and Dairy Investment Fund Limited has agreed to sell, 6 375 000 voting securities

subscription agreement means the subscription agreement entered into by Dairy Trust and Olam and dated 8 July 2008 under which Olam has agreed to subscribe for, and Dairy Trust has agreed to issue, 22 525 000 voting securities

voting securities means voting securities in Dairy Trust

(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 Dairy Trust.

(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(c) of Code

Olam is exempted from rule 7(c) of the Code in respect of any increase in Olam's voting control that results from acquisition of voting securities by Olam under the share sale agreement to the extent that the notice of meeting does not comply with rule 15(b) of the Code.

6

Exemption from rule 15(b) of Code

Dairy Trust is exempted from rule 15(b) of the Code in respect of the notice of meeting.

7

Condition of exemptions in clauses 5 and 6 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 acquired by Olam under the share sale agreement or allotted to Olam under the subscription agreement:

1. the maximum number of voting securities that could be acquired by Olam under the share sale agreement; and
2. the maximum number of voting securities that could be acquired by Olam under the share sale agreement, expressed as a percentage of the total voting securities on issue after the completion of the acquisition of voting securities under the share sale agreement on the initial completion date; and
3. the maximum percentage of the total voting securities on issue that could be held or controlled by Olam after the completion of the acquisition of voting securities under the share sale agreement on the initial completion date; and
4. the maximum percentage of the total voting securities on issue that could be held or controlled, in aggregate, by Olam and its associates after the completion of the acquisition of voting securities under the share sale agreement on the initial completion date; and
5. the maximum number of all voting securities, in aggregate, that could be allotted to Olam under the subscription agreement and acquired by Olam under the share sale agreement; and
6. the maximum number of voting securities, in aggregate, that could be allotted to Olam under the subscription agreement and acquired by Olam under the share sale agreement, expressed as a percentage of the total voting securities on issue after the allotment of the voting securities under the subscription agreement and completion of the acquisition of voting securities under the share sale agreement on the initial completion date; and
7. the maximum percentage of the total voting securities on issue that could be held or controlled, in aggregate, by Olam after the allotment of the voting securities under the subscription agreement and the completion of the acquisition of voting securities under the share sale agreement on the initial completion date; and
8. the maximum percentage of the total voting securities on issue that could be held or controlled, in aggregate, by Olam and its associates after the allotment of the voting securities under the subscription agreement and the completion of the acquisition of voting securities under the share sale agreement on the initial completion date.

8

Additional conditions relating to contents of notice of meeting

The exemptions in clauses 5 and 6 are subject to the additional conditions that—

1. the numbers and percentages referred to in clause 7 are calculated on the basis that—
   1. all 6 375 000 voting securities that could be acquired by Olam under the share sale agreement are acquired on the initial completion date; and
   2. no voting securities are issued after the date of the meeting except the voting securities that are issued under the subscription agreement; and
2. the notice of meeting also contains, or is accompanied by,—
   1. the information and matters required by rule 16 of the Code in respect of the allotment of voting securities to Olam under the subscription agreement; and
   2. full particulars of the allotment of voting securities to Olam under the subscription agreement and a summary of the subscription agreement; and
   3. full particulars of the acquisition of voting securities by Olam under the share sale agreement and a summary of the share sale agreement; and
   4. a summary of the terms and conditions of the exemptions granted to Dairy Trust and Olam by this notice; and
3. the notice of meeting displays, in a prominent position, a disclaimer stating that by exempting Olam from rule 7(c) of the Code and Dairy Trust from rule 15(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 it has a view on the merits of the allotment of voting securities to Olam under the subscription agreement or the acquisition of voting securities by Olam under the share sale agreement; and
4. the form of the notice of meeting is approved by the Takeovers Panel.

9

Additional condition relating to change in effective control

The exemptions in clauses 5 and 6 are subject to the additional condition that there is no change in the effective control of Olam between the date of the meeting and the final completion date.

10

Application of exemptions in clauses 5 and 6

The exemptions in clauses 5 and 6 do not apply—

1. to any acquisition of voting securities under the share sale agreement if, immediately after the completion of the acquisition, the total percentage of voting securities held or controlled by Olam is greater than the maximum percentage of voting securities that could be held or controlled by Olam as disclosed in the notice of meeting:
2. to Olam if it increases its voting control except as a result of an allotment of voting securities under the subscription agreement or an acquisition of voting securities under the share sale agreement, but this ceases to apply after the later of—
   1. the allotment of all voting securities under the subscription agreement; or
   2. the final completion date.

11

Exemption from rule 35 of the Code

Olam is exempted from rule 35 of the Code in respect of the offer.

12

Condition of exemption in clause 11

The exemption in clause 11 is subject to the condition that Olam does not dispose of any equity securities in Open Country Cheese during the offer period other than to—

1. Dairy Trust under the offer; or
2. an offeror under another offer that is made under the Code.