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Company To Amend Terms Of Proposed Capital Return

Company To Amend Terms Of Proposed Capital Return

Auckland, 28 February 2003 - Following representations from Rubicon and other preference shareholders, the Directors have resolved to amend the share cancellation and capital return proposal announced on 15 January 2003, by adjusting the preferential entitlement of preference and ordinary shareholders to surplus capital upon a liquidation of the Company. The first priority of preference shareholders will be increased from NZ$1.25 per preference share under the current proposal to NZ$2.00 per preference share. This change will ensure that the existing economic preference accruing to preference shareholders upon a liquidation is not diluted by the proposed capital return and share cancellation.

Company Secretary, Paul Gillard said, “This change is not because of any concerns by our preference shareholders about the solvency of the Company, but simply because the preference shareholders considered that the cancellation of half the Company’s shares should not change their economic preference, however remote the risk was that the company would be liquidated prior to December 2005 when the rights expire.”

This change to the proposal means that the Special Shareholders Meeting originally scheduled for 19 March 2003 will now be rescheduled towards the end of April 2003. A final date will be set once approved by the High Court. A supplement to the current Notice of Meeting will then be sent to all shareholders setting out the changes to the proposal, advising the date for the meeting and enclosing new voting papers.

The pre-conditions to the proposed NZ$140 million capital return are being fulfilled in accordance with the Company’s timetable:

The proposed US$65 million sale of cutting rights to UBS Timber Investors remains on schedule for completion in late March. Due diligence being undertaken by UBS Timber Investors should be completed on or before 12 March 2003.

The Company has now completed the refinancing of its bank debt. The new banking facility permits the sale of the forest cutting rights to UBS Timber Investors and the return of capital to shareholders.

The New Zealand Inland Revenue Department has advised the Company that the proposed return of capital under the original proposal would not have been classified as “dividends” for New Zealand income tax purposes. We do not expect that this position will change as a result of the change announced today.

As a separate matter, the projected harvest profile from the Company’s forest estate, adjusted for the proposed sale of forest cutting rights to UBS Timber Investors, is now available on the Company’s website.

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