APF Apple Fields Limited

APPLE FIELDS LIMITED

SPECIAL MEETING OF SHAREHOLDERS

At the Special Meeting of Shareholders of APPLE FIELDS LIMITED held on Wednesday 5th September 2007 in Christchurch, the shareholders of the company passed all 6 resolutions set out in the Notice of Meeting including:
- putting in place a profit share scheme for the executive of the Company;
- putting in place a profit share scheme for the Board of Directors of the Company; and
- approving the issue of shares to Mr. G T C Kain for past fees due;
- approving the issue of shares to directors for past fees due;
- approving the issue of shares to repay $265,000 of the Company's debt, all at a price of 8c per share; and
- approving the Company entering into an agreement to manage the development of the Noble Gardens development in Christchurch, in which the Company has a 47.5% interest, in return for taking 95% of any development profits, based on a valuation of $12.38 million for that development; and
- approval of the Company guaranteeing the obligations of its subsidiary Takamatua West Limited (in relation to borrowing to complete that company's Kingfisher Point, Takamtua property development at Akaroa) in return for a guarantee fee.

Directors reported that the Takamatua development continued to be on target, with good sales, and with completion expected towards the end of 2007 or early 2008.

Shareholders were also told that the Company is actively looking for a strategic partner for the Noble Gardens development, and anticipates making a further announcement in the very near future. It was noted that the Company had secure funding for its contribution in that development and for its working capital, with its financiers confirming their continuing support.

Gordon Stewart
Chairman
6 September 2007

Apple Fields Limited has sent the attached Notice of Special Meeting to shareholders today.

APPLE FIELDS LIMITED

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of APPLE FIELDS LIMITED ("the Company") is to be held at The Canterbury Manufacturers' Building, 253 Cambridge Terrace, Christchurch on Wednesday 5 September 2007 commencing at 11.00 a.m.

SPECIAL BUSINESS (Please see the Explanatory Notes attached)

1. To consider and if appropriate pass the following ordinary* resolution:
First Resolution (See Note A. in the Appendix attached)

That directors be entitled to participate in a performance based directors' bonus scheme as follows, in place of directors' professional fees, but in addition to directors' fees, for the financial year to 30 September 2007 and subsequent years:

a. A bonus equal to 10% of the after-tax profit of the Company for each financial year, subject to the limits in paragraphs c. d. and e. below, payable at the time that the annual profits of the Company are announced for that year;

b. Such bonus to be divided between the directors as shall be determined each year by the Remuneration Committee of the Board of Directors of the Company, and shall be payable to each of the directors who held such office in that financial year (and if for only part of the year, pro rata);

c. That the amount payable under the above bonus scheme for the 2007 financial year shall be $250,000, unless the monetary sum calculated in accordance with paragraph a. above shall be less than that amount in which case the amount payable under the above bonus scheme shall be that lesser monetary sum;

d. That the total amount payable for directors' fees and the above directors' bonus scheme for the 2007 financial year shall not exceed 5% of the Average Market Capitalisation at the end of that year; and

e. That the maximum monetary sum of the directors' bonus for each subsequent financial year shall be approved by a Meeting of Shareholders.

2. To consider and if appropriate pass the following ordinary* resolution:
Second Resolution (See Note A. in the Appendix attached)

That senior executives of the company be entitled to participate in a performance based executive bonus scheme as follows, in addition to the agreed fees or salary, for the financial year to 30 September 2007 and subsequent years:

a. A bonus equal to a maximum of 10% of the after-tax profit of the Company for each financial year, subject to the limits in paragraphs c. and d. below, payable at the time that the annual profits of the Company are announced for that year;

b. Such bonus to be divided between the senior executives as shall be determined each year by the Remuneration Committee of the Board of Directors of the Company, and shall be payable to each of the senior executives who held such office in relation to that financial year (and if for only part of the year, pro rata);

c. That the amount payable under the above bonus scheme for the 2007 financial year shall not exceed $250,000;

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d. That the total amount payable to senior executives' for salary and fees and under the senior executives' bonus scheme, for the 2007 financial year shall not exceed 5% of the Average Market Capitalisation at the end of that year; and

e. That the maximum monetary sum of the senior executives' bonus for each subsequent financial year shall be approved by a Meeting of Shareholders.

3. To consider and if appropriate pass the following ordinary* resolution:
Third Resolution (See Note A. in the Appendix attached)

That the Company issue not more than 7,084,825 ordinary shares in the Company at an issue price of 8 cents per share to Mr G T C Kain, manager of the Company, in satisfaction of his unpaid profit based bonus and fees for the 2005 and 2006 and previous years, being not more than $566,786. Each such share shall, upon issue, rank equally in all respects with all other ordinary shares issued by the Company. The shares to be issued will be issued immediately after the Special Meeting of Shareholders.

The particulars of the voting securities to be allotted if this Resolution is passed are as follows:
(i) the number of ordinary shares being allotted: 7,084,825;
(ii) the issue price: 8 cents per share;
(iii) the percentage of the aggregate of all existing voting securities and all voting securities being allotted that that number represents; 10.57%; and
(iv) the percentage of all voting securities that will be held or controlled by the person to whom the voting securities are being allotted after completion of the allotment: 68.46%%.

4. To consider and if appropriate pass the following ordinary* resolution:
Fourth Resolution (See Note A. in the Appendix attached)

That the Company issue [6,625,000] Ordinary shares in the Company at an issue price of 8 cents per share, to be issued to creditors of the Company including to the Chairman, Gordon Stewart and the non executive Directors of the Company Mark Schroeder and Justin Prain, and to Southpac Property Holdings Limited the financier to the company. The shares shall be issued in consideration for converting into shares:

a. Mr Stewart's, Mr Schroeder's and Mr Prain's unpaid professional and director's fees, owed to them by the Company, for the 2005 and 2006 years, of $265,000; and

b. debt owing to Southpac Property Holdings Limited.

Each such share shall, upon issue, rank equally in all respects with all other ordinary shares issued by the Company. The shares to be issued will be issued immediately after the Special Meeting of Shareholders.

PROVIDED HOWEVER that no more than 50% of the shares issued pursuant to this Resolution shall be issued to Directors or Associated Persons of Directors of the Company.

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5. To consider and if appropriate pass the following special resolution:
Fifth Resolution (See Note B. in the Appendix attached)

That the Company approve enter into an agreement by the Company with Southpac Property Holdings Limited ("Southpac") whereby the Company would acquire for nominal consideration the right to receive 95% of the profits from the Noble Gardens development, based on a value of $12,380,000 for Noble Investments Limited's interest in that development, being the valuation figure as at 30 October 2006 determined by Fright Aubrey Limited, Registered Valuers & Property Consultants of Christchurch, independent registered valuers, on the following terms:

- Southpac will continue to be entitled to the other 5% of the development profits from the Nobel Gardens development;
- Southpac will continue to lend Noble Investments Limited, the special purpose company which owns of the development, an amount equal to its existing loans, plus the rezoning profit that it was entitled to receive based on the above valuation, plus interest thereon, at normal commercial second mortgage lending rates;
- the Company will be entitled to manage the development of the Noble Gardens property;
- the Company will continue to lend Noble Investments Limited an amount equal to its existing loans, plus the rezoning profit that it was entitled to receive based on the above valuation, plus interest previously accruing thereon, such loan to be interest free, and secured behind the loan from Southpac and the borrowings to fund the development of the property; and
- the Company will guarantee to Southapac the performance of Noble Investments Limited's obligations to Southpac, including Noble Investment Limited's indebtedness of approximately $7.5 million to Southpac.

6. . To consider and if appropriate pass the following special* resolution:
Sixth Resolution (See Note B. in the Appendix attached)

That the Company enter into a development or sale agreement with an experienced developer or developers (not being a related party to any director or major shareholder) for the development of the Noble Gardens property on terms which reflect a value of the property of not less than the $12,380,000 valuation as above, and on terms which preserve Southpac's 5% share of any profits; and on other term to be negotiated and agreed by the directors as being in the best interest of the Company.

76: To consider and if appropriate pass the following special** resolution:
Seventh Sixth Resolution (See Note B. in the Appendix attached)

67.1 That the increase in borrowings by the Company's subsidiary, Takamatua West Limited, which is carrying out the Kingfisher Point development at Akaroa, Canterbury, from $4.365 million to $5.4 million be approved, with the increased funding to be used to continue the development; and
7.2 That the Company guarantee that increased indetednessindebtedness of Takamatua West Limited, in return for an annual guarantee fee of 2.5% of the amount guaranteed.

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8. To transact any other business that may properly be transacted at a Meeting of Shareholders.

*Ordinary Resolution means a resolution approved by a simple majority of the votes cast of those shareholders entitled to vote and voting.

**Special Resolution means a resolution approved by a majority of 75% votes of the shareholders entitled to vote and voting

BY ORDER OF THE BOARD OF DIRECTORS

G R Stewart
Wellington

15 August 2007

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PROXIES

Shareholders are advised that any shareholder entitled to attend and vote at the meeting may appoint a proxy to attend and vote on their behalf. The proxy need not be a shareholder of the Company but is entitled to attend and be heard as if the proxy were a shareholder. A proxy must be appointed by a written notice of a shareholder, which notice must state whether the appointment is for a particular meeting, or for a specified term not exceeding 12 months.

As explained in the Explanatory Notes in the Appendices, certain persons are prohibited from voting on certain resolutions, being disqualified from voting under the NZSX Listing Rules. These voting prohibitions will not prevent a person who is disqualified from voting, who has been appointed as a proxy or voting representative by another person who is not disqualified from voting under the NZSX Listing Rules, from voting in respect of the securities held by that other person in accordance with the express instructions of that other person.

A shareholder may appoint the Chairman of the Meeting as proxy, however such an appointment may only be made by specifying the Chairman as proxy in the proxy form.

A proxy form is enclosed with this Notice. To be effective, the proxy form must be deposited at the offices of the Company, by mail or facsimile, no later than 11 a.m. on Monday 3 September 2007, being 48 hours before the start of the meeting.

Addresses for depositing of proxy forms:
Physical Address: 203 Cambridge Terrace, Christchurch
Postal Address: The Secretary, Apple Fields Limited, PO Box 1948, Christchurch
Facsimile: 03 365 9590

MEMBERS, ATTENDANCE AND VOTING RIGHTS

Shareholders must be on the Apple Fields Limited share register by 5 p.m. on Thursday 30 August 2007 in order to be entitled to attend and vote at the meeting.

All members on the share register at that time and date are entitled to attend the meeting and vote on a show of hands, one vote per member OR on a poll, one vote per share.

APPROVAL BY NZX

This Notice of Meeting has been approved by New Zealand Exchange Limited, in accordance with NZSX Listing Rule 6.1.

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APPLE FIELDS LIMITED

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Appendix A

Explanatory Notes to the First, Second, Third and Fourth Resolutions

First Resolution. As explained in the Notice of the Annual Meeting of Shareholders of Apple Fields Limited ("the Company") held on 30 March 2005 the Board of Directors of the Company wish to align as closely as possible the interests of the directors and management of the Company with the interests of the shareholders (including the major shareholders, whose presence in the Company provides the required continuity in relation to the carried forward tax losses), with directors and management paid on a results basis. At present, the directors are entitled, in addition to the previously agreed directors' fees, to time fees on a normal professional basis. The directors therefore propose, for the approval of shareholders at this Special Meeting of Shareholders, the bonus scheme set out in the First Resolution for the payment of a bonus, so that the directors' remuneration will be at a level appropriate for a listed public company of the anticipated size and level of activity of the Company. The bonus will be divided amongst the directors as they shall determine, based on their agreement as to each of their contributions to the profitability of the Company.

The bonus payable to directors under this scheme, if adopted, which will be in lieu of any other time fees, will not exceed $250,000 for the 2007 financial year, and together with directors' fees also payable to the directors, will not exceed 5% of the Average Market Capitalisation at the end of that financial year. . For the year to 30 September 2006 the Board are entitled to director's fees of the lesser of 10% of profits for that year or $250,000, together with time fees (the amount of which vary from year to year). Directors have agreed to limit their directors' fees to $120,000 per year plus bonuses under the bonus scheme, if the bonus scheme is adopted.

This resolution does not materially increase the directors' entitlement to fees for the 2007 year; rather it substitutes a performance-based fee for the previous time based fee.

If the Resolution is not passed, directors will continue to be entitled to directors' fees and time fees as set out above.

Second Resolution. The directors also separately propose for the approval of shareholders at this Special Meeting of Shareholders, the bonus scheme set out in the Second Resolution for senior executives. Mr G T C Kain has been, and will be continuing, to carry out this function on a non-exclusive basis, and will receive fees of $150,000 in addition to any bonus agreed by shareholders at the Special Meeting. The fees and salaries of the executive(s) are presently set by the Board of Directors. Certain executives are also entitled to a profit share of designated projects. It is proposed that executives be offered participation in the bonus scheme in addition to agreed salary or fees of $150,000 but in place of all other fees, salaries or profit shares.

The bonus payable to executives under this scheme if adopted, will not exceed $250,000 for the 2007 financial year, and together with all other fees also payable to the executive, will not exceed 5% of the Average Market Capitalisation at the end of that financial year. For the year to 30 September 2006 and previous years, the sole executive, Mr G T C Kain, is entitled to fees of up to $145,000 per year, based on the profit on certain defined projects.

If the Resolution is not passed, executives will continue to be entitled to salary and fees including profit-based fees as at present.

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APPLE FIELDS LIMITED

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Appendix A (continued)

Third Resolution. The directors also propose separately that the Company issue shares in the Company to Mr G T C Kain, the sole executive of the Company at present, to convert this previous years' unpaid fees and bonuses into shares at a purchase price of 8c per share the average market price, rounded up the nearest whole cent per share, as defined in Share Price below, , and to issue such shares, all as set out in the Third Resolution.

Fourth Resolution. The directors also propose separately that shares be issued to creditors to satisfy the Company's indebtedness to those creditors, including in part to directors to convert fees and bonuses owing to them for previous years unpaid fees and bonuses to purchase shares at current market value, in order to satisfy the Company's indebtedness to creditors, and to issue such shares, all as set out in the Fourth Resolution.

Shares to be issued pursuant to the options in the Third Resolution and the Fourth Resolution will be issued at 8c being the average market price, rounded up the nearest whole cent per share, as defined in Share Price below.

Either the Third Resolution or the Fourth Resolution, or both, or neither, may be passed at the Special Meeting of Shareholders.

If the Third Resolution is not passed the executives' fees will be payable in cash rather than in shares.

If the Fourth Resolution is not passed the directors' fees will be payable in cash rather than in shares.

The effect of the Third Resolution and the Fourth Resolution on the total shares on issue and the shareholdings of the directors and executive are shown in the attached Appendix.

The Company has satisfied itself that the issue of shares proposed complies with the Companies Act, NZSX Listing Rules, and Takeover Code at the time of the issuing the shares.

None of Mr Stewart, Mr Schroeder or Mr Prain, nor those shareholders of the Company who are "associated persons" (as that term is defined in the NZSX Listing Rules) of any or all of Mr Stewart, Mr Schroeder and Mr Prain, may vote on the First Resolution or Fourth Resolution.

Neither Mr G T C Kain, nor those shareholders of the Company who are "associated persons" (as that term is defined in the NZSX Listing Rules) of Mr Kain, may vote on the Second Resolution or the Third Resolution.

Share Price
The price at which shares will be issued, if one or more of these Resolutions are passed, is 8c per share, being the Average Market Share Price on the day that the Resolutions were announced to the Market, 2 May 2007, rounded up to the nearest whole cent per share. Average Market Share Price is the Average Market Capitalisation divided by the Number of Shares on Issue. Average Market Capitalisation is defined in the NZSX Listing Rules. That definition is set out below. Number of Shares on Issue is the number of shares in the Company on issue throughout the period over which the Average Market Capitalisation was determined.

"Average Market Capitalisation" means the volume weighted average market capitalisation of the Company's ordinary shares calculated from trades on the NZSX over the 20 Business days before the day the Resolutions were announced to the Market, 2 May 2007.
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APPLE FIELDS LIMITED

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Appraisal Report - Third and Fourth Resolutions

As required by Rule 6.2.2 of the NZSX Listing Rules, this Notice is accompanied by an Appraisal Report prepared by Northington Partners Limited, an independent appropriately qualified person approved by the New Zealand Exchange Limited in accordance with Rule 1.2 of those Rules, in relation to the Third and Fourth Resolutions. That Appraisal Report is required because those Resolutions relate to Material Transactions with Related Parties (as defined in those Rules) not otherwise falling within an exemption in those Rules. The Report will also be an Independent Adviser's Report pursuant to the New Zealand Takeovers Code

Appendix B

Explanatory Notes to the Fifth and Sixth and Seventh Resolution

Fifth Resolution. As previously announced to the market, the Company has negotiated a development joint venture in relation to Noble Investments Limited, which in turn is the owner of the Noble Gardens property. This agreement was subject to shareholder approval. This agreement included an option to allow the Company to acquire for nominal consideration a 47.5% (being most of the balance of the 52.5% it does not own) carried interest in the Noble Gardens development, in return for the Company assuming the risk of developing the property. . The Company has decided to exercise that option, and is seeking shareholder approval to the entry by the Company into the development joint venture agreement including the exercise of that option.

The Noble Gardens development is owned by Noble Investments Limited. Noble Investments Limited is a special purpose vehicle created specifically to own, rezone, and develop the Noble Gardens development. Noble Investments Limited is a related party to the Company, through its director, Gordon Stewart, also being a director of the Company.

The Company has a 47.5% carried interest in the rezoning profits of the Noble Gardens development, through a Commission Agreement with Noble Investments Limited. The balance of the rezoning profits are payable to Southpac Property Holdings Limited ("Southpac") as interest. The Company presently has no interest in other increases in value in the Noble Gardens development, unless the entry into the above development joint venture agreement is approved. Noble Investments Limited has no activity other than holding the Noble Gardens properties as above.

Under the Commission Agreement the Company was entitled to 47.5% of the rezoning profit, when the land was rezoned, based on either sale price or valuation. The rezoning of the land was approved by the Environment Court effective October 2006, and Noble Investments Limited obtained an independent valuation of its interest in the land as of 31 October 2006 of $12,380,000.. That valuation was carried out by Fright Aubrey Limited, Registered Valuers & Property Consultants of Christchurch, independent registered valuers, The date of 31 October 2006 was used as it was the date at which the rezoning was approved as above. This is in accordance with the Commission Agreement between Noble Investments Limited and the Company. The valuation was of the land as rezoned.

Under that Commission Agreement, the Company was entitled to a commission of 47.5% of the rezoning profit on the development of approximately $7 million. The final amount of the rezoning profit will be determined when title has been issued to the land, and other outstanding matters resolved. Apart from the calculation of the final amount of the Commission, the Commission Agreement is now at an end.

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APPLE FIELDS LIMITED

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Appendix B (continued)

Accordingly, the Company will be entitled to receive from Noble Investments Limited its existing loan of $600,000, interest thereon to 30 October 2006 of approximately $400,000, and a rezoning profit commission of approximately $3,325,000.

The development joint venture that has been agreed between the Company and Southpac for the development of the Noble Gardens land. This agreement is conditional on shareholder approval for both parties. Southpac is the present financier of the Noble Gardens development.
The Option is based on an independent valuation of the property as of 30 October 2006 (the date when provisional and conditional agreement was reached) as set out in the Resolution.

Under that agreement, both parties have agreed to leave their existing loans to Noble Investments Limited in place, and also to not at this stage require payment of the Noble Gardens rezoning profits as above.

Southpac's existing loans and rezoning profits will continue as a loan to Noble Investments Limited Property Holdings Limited has agreed to finance the Company's purchase of that interest on normal commercial mortgage lending terms, in return for second mortgage security as set out in the resolution. The interest on the Company's loan to Noble Investments Limited will cease as of 31 October 2006, and its rezoning profit as above will not carry interest.

Southpac is presently entitled to all the development profits, that is all profits arising from the land above the agreed valuation of the land of $12,380,000. As a term of the development joint venture agreement, and in return for the Company agreeing as above, Southpac has agreed that the Company may develop the land, in return for 95% of those development profits. The Company will assume the risks of the development of the Noble Gardens property. The Company will guarantee to Southpac repayment of its existing loan to Noble Investments Limited, its 52.5% share of the rezoning profit as above, interest thereon, and its share of the development profit, if any. Southpac Property Holdings Limited will continue to hold a 5% carried interest in the development, which interest will be secured.. Noble Investments Limited will continue to own the land.

The Company has decided to exercise that Option, subject to shareholder approval, which is being sought at this Special Meeting of Shareholders, which largely supersedes the development joint venture.
The present financier of the Noble Gardens development, Southpac Property Holdings Limited, Southpac is an independent party. Southpac Property Holdings Limited is also financier to the Company. It is not a related party to the Company.

The directors unanimously recommend that the shareholders approve the exercise of the option withentry into the development joint venture with Southpac Property Holdings Limited as set out above, and have indicated that they intend to vote in favour of the Fifth Resolution in relation to their own shares. The majority shareholders of the Company have also indicated that they intend to vote in favour of the Fifth Resolution in relation to their shares.

If the Fifth Resolution is not passed, the Company will have no automatic right to carry out the development of the Noble Gardens property, and to share in the development profits.

Sixth Resolution. The management of the Company are presently negotiating with experienced independent developers to carry out the development of the Noble Gardens property on behalf of the Company by way of a development joint venture or, should an advantageous offer be received, the sale of the Company's interest in the property .. Although not required by the Companies Act 1993 or the NZSX Listing Rules, except as below, the directors have decided to seek shareholder approval to the Company's entering into a development agreement or agreement of sale and ourchase with an experienced independent developer or developers for the development of the Noble Gardens property on terms which reflect a value of the property of not less than the $12,380,000 valuation as above, and on other term to be negotiated and agreed by the directors as being in the best interest of the Company. Shareholder approval wouold be required for the sale of the Company's interest in the property, as it would constitute a "major transaction" under section 129 of the Companies Act.

The directors unanimously recommend that the shareholders approve the Sixth Resolution, and have indicated that they intend to vote in favour of the Sixth Resolution in relation to their own shares. The majority shareholders of the Company have also indicated that they intend to vote in favour of the Sixth Resolution in relation to their shares.

If the Sixth Resolution is not passed, the Company will either carry out the development itself, or seek shareholder approval to a development joint venture at a later date.

Seventh Sixth Resolution. The Company's subsidiary, Takamatua West Limited, which is carrying out the Kingfisher Point development at Akaroa, Canterbury, presently has borrowings of $4.365 million. The Compnany has agreed, subject to shareholder approval, that these borrowings be increased to $5.4 million to enable the development to continue. The potential lenders of this increased faciltyfaculty have sought the guarantee of the CompnayCompany of that increased indebtedness, which the Company has agreed to do, subject to shareholder approval and in return for an annual guarantee fee of 2.5% of the amount guaranteed.

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APPLE FIELDS LIMITED

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Appendix B (continued)

The Sixth Resolution is in the form of a special resolution, as the guarantee would constitute a major transaction under Companies Act 1993. The lender (to whom the guarantee would be granted) is not a related party to the Company.

The directors unanimously recommend that the shareholders approve the Sixth Seventh Resolution, and have indicated that they intend to vote in favour of the Sixth Seventh Resolution in relation to their own shares. The majority shareholders of the Company have also indicated that they intend to vote in favour of the Sixth Seventh Resolution in relation to their shares.

If the Sixth Seventh Resolution is not passed, the Company will have to seek alternative funding to enable its subsidiary to continue the development.

Full Text of Announcement

Apple Fields is increasing its stake in the Noble development at Yaldhurst in West Christchurch from 63% to 95% through the exercise of an option based on a valuation as of October 2006 of $12,380,000. The increase has been funded by loans from the vendor Noble Investments Limited, which retains a 5% interest, with development funding to be by way of first mortgage.

The Company has also engaged Colliers International to entertain development offers for the property.

The above matters will be put before shareholders at the SGM, expected to be held mid August.

Mark J Schroeder
Director

HY report

DIRECTORS REPORT

The Apple Fields Group made a profit for the half year to 31 March 2007, before minority interests, of $235,000 compared with a loss of $348,000 for the prior half year. Shareholders' funds at 31 March 2007 stand at $1,246,000, compared to $1,011,000 at 30 September 2006.

In line with the accounting policies of Apple Fields Limited ("the Company") and the Apple Fields Group, and applicable accounting standards, any increase in value in the Company's interest in the Kingfisher Point project at Takamatua, Akaroa, not yet being quantifiable, are not reflected in the accounts, while all costs, particularly interest costs, have been taken into account.

Further interest and fees earned through the Company's interest in the successful rezoning of the Noble Gardens property at Yaldhurst, Christchurch have been taken into account. Further profits of a similar order are expected to be achieved from this project in the next half year, although it is not possible to quantify these profits at this time. If the development joint venture agreement mentioned below is entered into, receipt of the rezoning profits will be delayed as they will be reinvested in the development of the Noble property.

As previously announced, the Company has entered into an agreement, conditional on shareholder approval, to vary its interest in the Noble Gardens, Christchurch, development. The company presently has a 47.5% carried interest. This would be increased to a minimum of 63% of profits or losses, in return for developing the property. The Company has also been granted an option to purchase the property at valuation, which is presently being undertaken. Finance for the purchase of the option, if it is approved and exercised, has been arranged.

Construction at Kingfisher Point is running to schedule, with improvements and landscaping completed and application for titles now taking place. The sections have been well received with both local and international buyers. With both section sale prices and costs are higher than budget it is anticipated that the return on this project may vary from original forecasts.

As previously announced the Company will be holding a Special Meeting of Shareholders to consider and if appropriate approve:
- a bonus scheme for directors
- a bonus scheme for executives
- a share issue to covert directors' fees payable to shares
- a share issue to covert executives' fees payable to shares
- the entering into by the Company of a development joint venture agreement for the development of the Noble Gardens property, whereby ; and
- in the alternative, the entering into by the Company of an option to purchase the Noble Garden's development.
It is now anticipated that this meeting will take place in early August.

A notice of meeting including the necessary resolutions, and complying with all NZX Listing Rules requirements, will be sent to shareholders before the Special Meeting of Shareholders.

[Mark Schroeder]
Director
30 May 2007

PRELIMINARY HALF YEAR REPORT ANNOUNCEMENT

Apple Fields Limited
(Name of Listed Issuer)
For Half Year Ended 31/03/2007
(referred to in this report as the "current half year")

Preliminary half year report on consolidated results (including the results for the previous corresponding
half year) in accordance with Listing Rule 10.4.2.
This report has been prepared in a manner which complies with generally accepted accounting practice and gives a true
and fair view of the matters to which the report relates [see Note [X] attached] and is based on unaudited
financial statements. If the report is based on audited financial statements, any qualification made by the auditor is
is to be attached.
The Listed Issuer has a formally constituted Audit Committee of the Board of Directors.

Consolidated Statement
Financial Performance

1 CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE Current half year $NZ'000;Up/Down%;Previous corresponding half year $NZ'000

1.1 OPERATING REVENUE
(a) Trading Revenue 1,275 -
(b) Other Revenue 46 -
(c) Total Operating Revenue 1,321 -
1.2 OPERATING SURPLUS (DEFICIT) BEFORE TAXATION 235 168.0% (348)
(a) Less taxation on operating result - -
1.3 OPERATING SURPLUS (DEFICIT) AFTER TAX 235 168.0% (348)
(a) Extraordinary Items after Tax [detail in Item 3] - -
(b) Unrealised net change in value of investment properties - -
1.4 NET SURPLUS (DEFICIT) FOR THE PERIOD 235 168.0% (348)
(a) Net Surplus (Deficit) attributable to minority interests - -
1.5 NET SURPLUS (DEFICIT) ATTRIBUTABLE TO MEMBERS 235 168.0% (348)
OF THE LISTED ISSUER