1

Title
This notice is the Takeovers Code (Phitek Systems Limited) Exemption Notice 2009.

2

Application
This notice applies to acts or omissions occurring on or after 21 December 2006.

3

Expiry

This notice expires on the close of 31 May 2009.

4

Interpretation

(1)

In this notice, unless the context otherwise requires,-

Act means the Takeovers Act 1993

allottees means Penelope Susan Curtis, Vernon Frederick Curtis, Brian Mayo-Smith, Direct Management Investments Limited, K One W One Limited, TMT Ventures Limited, and VIF/TMT Ventures Limited

Code means the Takeovers Code under the Act

past allotments means the allotments listed in the Schedule

Phitek means Phitek systems Limited

voting security means a voting security in Phitek.

(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 Phitek.

(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

Exemptions from rule 6(1) of Code

The allottees are exempted from rule 6(1) of the Code in respect of any increase in their voting control resulting from the past allotments.

6

Conditions of exemptions in clause 5

The exemptions in clause 5 are subject to the conditions that-

1. the past allotments are approved by an ordinary resolution of the shareholders of Phitek at its 2009 annual meeting or at a meeting held before that meeting; and
2. none of the allottees, nor any person who is or was at the date of any of the past allotments an associate of an allottee, votes in favour of the resolution; and
3. the directors of Phitek obtain from an independent adviser a report on the merits of the past allotments, having regard to the interests of those persons who may vote to approve them, that includes the statements referred to in rule 18(4)(a) and (b) of the Code; and
4. rule 19 of the Code is complied with in relation to the past allotments as if the reference in that rule to an allotment under rule 7(d) of the Code were a reference to the past allotments; and
5. if Phitek or an allottee publishes or sends to any holder of voting securities, in respect of the meeting held for the purposes of paragraph (a), a statement or information that is not required to be published or sent by this notice, that person, at the same time, sends to the Panel, in hard copy and (if possible) in electronic form, a copy of that statement or information.

7

Conditions of exemptions in clause 5 relating to notice of meeting

The exemptions in clause 5 are subject to the conditions that-

1. the notice of meeting containing the resolution to approve the past allotments (notice of meeting) contains or is accompanied by particulars of the following in relation to each past allotment:
   1. the identity of the allotment or allottees to whom the allotment was made; and
   2. the number of voting securities allotted; and
   3. the percentage of the aggregate of all voting securities on issue immediately before the allotment and all voting securities allotted on the same day as the allotment that that number represents; and
   4. the percentage of all voting securities held or controlled by each allottee at the end of the day on which the allotment was made; and
   5. the aggregate of the percentages of all voting securities held or controlled by each allottee and each allottee's associates at the end of the day on which the allotment was made; and
   6. the issue price for the voting securities allotted and when it was paid; and
   7. the reasons for the allotment; and
2. the notice of meeting contains or is accompanied by full particulars of the past allotments not required under paragraph (a); and
3. the notice of meeting contains or is accompanied by-
   1. a statement to the effect that the past allotments, if approved, will be permitted under exemptions from rule 6(1) of the Code; and
   2. a summary of the terms and conditions of the exemptions; and
   3. a statement by each allottee setting out particulars of any agreement or arrangement (whether legally enforceable or not) that was, or is intended to be, entered into between the allottee and any other person (other than between the allottee and Phitek in respect of the matters referred to in paragraphs (a) and (b)) relating to the past allotments or to the exercise of voting rights in Phitek; and
   4. the independent adviser's report referred to in clause 6(c); and
   5. a statement by the directors of Phitek in relation to the past allotments that complies with rule 19 of the Code as if the reference in that rule to an allotment under rule 7(d) of the Code were a reference to the past allotments; and
4. at the same time that Phitek sends the notice of meeting, Phitek sends to the Panel, in hard copy and (if possible) in electronic form, a copy of the notice and any document accompanying it that relates to the meeting; and
5. the notice of meeting displays, in a prominent position, a disclaimer stating that, by exempting the allottees, the Panel-
   1. is neither endorsing nor supporting the accuracy or reliability of the contents of the notice; and
   2. is not implying that it has a view on the merits of the past allotments; and
   3. the form of the notice of meeting is approved by the Panel.