1

Title
This notice is the Takeovers Code (Life Pharmacy Limited) Exemption Notice 2007.

2

Application
This notice applies to acts or omissions occurring on or after 15 June 2007.

3

Expiry

This notice expires on the close of 31 August 2009.

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

final option exercise date means the earlier of-

1. the date on which LPL Trustee holds or controls 50.01% of the voting rights in Life Pharmacy; and
2. the last day of the 2-year period beginning on the day after the date of the initial placement

initial placement means the allotment of 7 000 000 voting rights to LPL Trustee under the subscription agreement

Life Pharmacy means Life Pharmacy Limited

LPL Trustee means LPL Trustee Limited

meeting means the meeting of Life Pharmacy shareholders to be held on or about 26 July 2007 to consider whether or not to approve, for the purposes of rule 7(d) of the Code, the possible allotment of voting securities to LPL Trustee as a result of the exercise, or exercises, by LPL Trustee of the option

notice of meeting means the notice of meeting to be sent to Life Pharmacy shareholders in respect of the meeting

option means the option granted under the option deed to subscribe for voting securities in Life Pharmacy that would result in LPL Trustee holding or controlling up to 50.01% of the voting securities in Life Pharmacy

option deed means the option deed between Life Pharmacy and LPL Trustee dated 18 June 2007

Panel means the Takeovers Panel

subscription agreement means the subscription agreement between Life Pharmacy and LPL Trustee dated 18 June 2007

voting security means an ordinary share in Life Pharmacy.

(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 Life Pharmacy.

(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

LPL Trustee is exempted from rule 7(d) of the Code in respect of any increase in LPL Trustee's voting control resulting from the allotment of voting securities to LPL Trustee as a result of the exercise of the option to the extent that the notice of meeting does not comply with rule 16(b) or (d) of the Code.

6

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

Life Pharmacy is exempted, in respect of the notice of meeting from rule 16(b) and (d) of the Code.

7

Conditions relating to particulars of voting securities to be contained in notice of meeting

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

1. the notice of meeting contains, or is accompanied by, the following particulars of the voting securities that may be allotted to LPL Trustee:
   1. the maximum percentage of the total voting securities on issue that could be held or controlled by LPL Trustee after the allotment of the voting securities resulting from the full exercise of the option; and
   2. the maximum percentage of the total voting securities on issue that could be held or controlled by LPL Trustee and LPL Trustee's associates after the allotment of the voting securities resulting from the full exercise of the option; and
   3. the maximum number of voting securities that could be allotted to LPL Trustee as a result of the full exercise of the option; and
   4. the maximum number of voting securities that could be allotted to LPL Trustee as a result of the full exercise of the option expressed as a percentage of the total voting securities on issue after the allotment of the voting securities resulting from the full exercise of the option; and
2. the numbers and percentages referred to in paragraph (a) are calculated on the basis that-
   1. no option, warrant, convertible security, or other right to be allotted a voting security in the future is exercised by any person other than LPL Trustee; and
   2. there is no change to the total number of voting securities on issue between the date of the notice of meeting and the final option exercise date other than as a result of the exercise of the option; and
   3. there is no change in the total number of voting securities that would be allotted by Life Pharmacy if all options, warrants, convertible securities, and other rights to be issued Life Pharmacy voting securities became immediately exercisable and were immediately exercised.

8

Further conditions relating to contents of notice of meeting

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

1. the notice of meeting also contains, or is accompanied by,-
   1. full particulars of the securities to be allotted to LPL Trustee; and
   2. a summary of the terms and conditions of the exemptions contained in this notice; and
2. the notice of meeting displays, in a prominent position, a disclaimer stating that, by exempting Life Pharmacy from rule 16(b), and (d) and LPL Trustee from rule 7(d), the 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 proposed issue of voting securities to LPL Trustee; and
3. the notice of meeting specifically and separately discloses-
   1. the terms and conditions of the option; and
   2. the formula by which the consideration payable for the voting securities allotted on the exercise of the option is calculated; and
   3. the date on which the consideration referred to in subparagraph (ii) becomes payable; and
4. the form of the notice of meeting is approved by the Panel.

9

Further condition relating to Life Pharmacy's annual report

The exemption in clause 5 is subject to the further condition that every annual report issued by Life Pharmacy from the date of the granting of the exemption until the final option exercise date of the granting of the exemption until the final option exercise date includes, in a prominent position and in a form approved by the Panel,-

1. a summary of the terms of the options; and
2. a summary of the terms and conditions of the exemptions contained in this notice; and
3. a statement, as at the date of the annual report, of-
   1. the number of voting securities allotted to LPL Trustee as a result of the initial placement; and
   2. the number of voting securities allotted to LPL Trustee as a result of the exercise of the option; and
   3. the total percentage of voting rights on issue in Life Pharmacy held or controlled by LPL Trustee; and
   4. the maximum percentage of total voting rights that could be held or controlled by LPL Trustee immediately following the full exercise of the option.

10

Further condition relating to LPL Trustee

The exemption in clause 5 is subject to the further condition that LPL Trustee does not become the holder or controller of an increased percentage of voting securities, except as a result of the exercise of the option as approved by shareholders at the meeting, until the earlier of-

1. the full exercise of the option; and
2. the final option exercise date.

11

Further condition relating to change of control in LPL Trustee

The exemption in clause 5 is subject to the further condition that there is no change in control of LPL Trustee until the earlier of-

1. the full exercise of the option; and
2. the final option exercise date.

12

Further condition relating to subscription agreement and option deed

The exemptions in clauses 5 and 6 are subject to the further condition that there is no change to the terms and conditions of the subscription agreement and the option deed.

13

Application of exemption in clause 5

The exemption in clause 5 does not apply to any increase in voting control resulting from the exercise of the option if, immediately after the completion of the allotment resulting from the exercise of the option, the total percentage of voting securities held or controlled by LPL Trustee is greater than the maximum percentage of voting securities that could be held or controlled by LPL Trustee as disclosed in the notice of meeting in accordance with clause 7(a)(i).