Corporate Credentials2010

Australian financial services license no. 230680

p. +61 3 8614 5200 f. +61 3 8080 5920 m. 0411 888 842

e. richard@howittco.com w. www.howittco.com

a. L1 451 Ltl Bourke St Melbourne VIC 3000 Australia

Background – Dr Howitt

� Dr Godfrey Howitt’s Villa & vineyard

� Entomologist & doctor

� Practised with Dr W H Campbell

� Inventor & philanthropist

� Founder Howitt’s Circle

1 Collins St c1871, view West from Spring St

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Background – the Principals

� Howitt & Co was formed in 2007 to build on the experience of theprincipals of the last 20 years

� Over 50 significant M & A and capital raising transactions successfully concluded for both public and private companies

� Extensive business and financial networks Internationally

� Principals with broad business, property and financial experience

� Disciplined approach using detailed methodologies and processes

� AFSL Licence to ensure regulatory compliance and the highest standards of operation

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Full Range of Services

MergersAcquisitions &Divestments

Capital RaisingPublic & Private

BusinessAssessment &

InvestmentAdvice

Pre-transactionStructuring &

Advice

Corporate& Strategic

Advice

FinancialAnalysis &Planning

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Enterprise Development

Stepped Value Creation

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Effective Project Management

Industry Knowledge & Skills

Planning& Strategy

Advice

10squaredAnalysis

Valuation &Comparatives

Legal and Accounting

AdviceManagement

IdentifyTargets &

Investigate/ Research

TermsNegotiation

& Closure

Advice & Project Management

Due Diligence

Coordination

Integration Advice

We provide an independent perspective on transaction partners, valuation and structures plus providing day-to-day

management of all activities and participants

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Thorough Business Analysis

Review Company Supplied

Information

InterviewKey

Personnel

Market and

CompetitiveAnalysis

Financial Analysis &Projections

Initial& Secondary

ReviewerAnalysis

102

Evaluation& Report

Debriefing Meeting &

Actions

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Comprehensive Assessment

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Quantitative Reporting

Efficient M&A Process

Project Plan

Strategic Planning Session

Deliv

erab

les

Proc

ess

Inpu

ts Principal 10SquaredObjectivesMarket knowledge

•Profile of ideal target•Activity timeframe•Task list

Market Research

Target List

•Name•Size•Location•Contact Details

Qualify 102

Analysis

Qualifier Report

•Authority (ASIC) report•Credit check (CRAA)•Interest in investment

102

Report

•2 page synopsis

Next

Trade PressReferralsAdvertise

3rd party company reports including anonymous phone interview

Interview executiveReview numbersDesktop research

Efficient M&A Process

Evaluation Report

In-depth Analysis

Deliv

erab

les

Proc

ess

Inpu

ts Company discovery processReference checksMarket information

•Comprehensive Study•Valuation models•Vendor expectation•Investment rationale

Investment Memorandum

Investment Memorandum

•Comprehensively tested numbers and business model

•Detailed description of business history & growth proposition.

Negotiate Deal Due Diligence

HOA

•Recommendations

•.Heads of Agreement

•Final Agreement

Prev

Access to company executives & records

Access to detailed information.

Negotiations with Company

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Key People

� 35 years experience in many senior marketing and management roles primarily in the financial services and IT&T sectors

� CEO of an Australian IT company that grew ten-fold in five years

� Vice President and member of the Executive Committee of a NYSE listed IT&T company

� Over the past 18 years involved in managing numerous corporate advisory and funding projects with a total value in excess of A$1billion

� National judge Telstra Small Business Awards

� Founding Fellow of the AICD and Fellow of the AIM

� Founding Executive Chairman of Nextec Corporation

� Director of Dulhunty Power Ltd

� Chairman of Sentinel Strata Services Pty Ltd

� Vice Chair Overland Society Ltd (publishers of Overland literarymagazine)

� Trustee of John & Sunday Reed Estate (Heide MOMA)

� Director Barrett Reid Bequest

� Executive Chairman Haulton Constructions (Aust) Pty Ltd

Richard Llewellyn

Key PeopleDanny Schwartz�Daniel brings a blend of skills, experience, contacts and knowledge from his time in property development, CMFEU membership, construction and project management.Daniel has extensive experience in leasing, contracts and financial modeling and has avast network of consultants who are leaders in the property market place �Daniel has pioneered and managed many major projects and is experienced in dealing with Federal and State Government representatives, public service, unions, municipal councils, and an assorted group of stakeholders in the arts, property development, indigenous affairs and media

�Over the last fifteen years Daniel has held Board positions in Mainland Properties, Housing the Arts - Melbourne City Council; Lumbu Philanthropic Trust; Good-Company; The Bridge - Construction In Process (international arts festival) 1998; andYoMo

He has an Economics/Accounting Degree and a Bachelor of Jurisprudence, Monash

Projects Include:�Moorabbin Airport Melbourne

�Springfield 770 housing sub-division SE Brisbane�Sherbourne 320 lots in Knox Victoria.

�Liberty Tower 620 Collins Street�The Mark 325 Collins Street�Regents Place 181-187 Collins Street�The Nova corner Elizabeth and Little Bourke, Melbourne�Torquay Surf Centre�Berwick Homemaker Centre�South Wharf sheds 6,7,8 and 9 to function centers and restaurants�Theosophical Building 187 Collins Street.

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Key People

� Former Director at Knight Frank Valuations a Group which he joined in1989, following his early career in valuations with the Valuer Generals Offices in NSW

� A member of the Tasmanian Divisional Board of the API from 1989 to 1991, then as Executive Officer of the Institute, while working full time at Knight Frank until the end of 1992

� Provides specialist advice to the Public and Private Companies, Listed and Unlisted Trusts, Syndications, Freight Industry, Airports, State & Federal Government in relation to acquisition, redevelopment and disposal of property assets. Also he provides due diligence support to such clients as Syndications, Public and Private Companies and Listed and Unlisted Trust.

� Bernard continues to provide Mortgage Valuations in Tasmania, Victoria and NSW in the categories of residential, homemaker/bulky goods centres, strip retail, shopping centres, on grade and multi-level carparks, commercial offices and industrial. In the above categories, Bernard also provides advice for company Asset Reporting of “Fair Value” as is required under the International and Australian Accounting Standards.

� Bernard has extended his specialised services to include advice on statutory matters including land tax and council rates, rental and lease structure, market research (category and location specific), property risk assessment, property sourcing, property repositioning and pre-sale or purchase advice and due diligence to Private Clients, Public Companies, Syndicators, Listed Property Trusts and Developers

� Valuation of Real Estate Diploma – NSW 1976, Gazetted Valuer Tasmania� Registered Valuer NSW 6869. Registered Valuer Queensland 2911, Certified

Practising Valuer� Fellow Australian Property Institute

Bernard Smith

Key People

� Strong background in operations with both CEO and Chairman roles in food, textile manufacturing and technology sectors

� Member, Young Presidents Organisation� Sits on RMIT University Program Advisory Board and lectures

regularly in the Melbourne Business School MBA program, RMIT University MBA Program and Undergraduate Business Degree program

� Extensive experience in debt structuring, particularly mezzanine and subordinated debt

� Previously:� Advisory board role at a major Australian retailer� Investment Manager Nomura Jafco (Melbourne, Australia)� General Manager (Australasia) for Advent International (Boston,

USA) � Lead and participated in the leveraged buyout/(buy-in) of

Agrichem Manufacturing Industries, over two and one half years he successfully completed a comprehensive restructure and total rebuild of the organisation. Agrichem was sold at significant gain for shareholders

Campbell Olsen

Key People

� 24 years experience in service industries – mainly in Telecoms, IT and corporate advisory

� Operations Director for a service company that grew six-fold in two years

� Business development advice for small local company’s through to global service providers

� Analysis of and intervention advice for seed, start up and development stage companies leading to wealth creation in the order of $1 billion and savings of hundreds of millions

� Development of business analysis tool used globally by leading investors

� Masters degree in business administration

� Certificate in financial markets

John Arundell

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Key People

� Extensive corporate history of leadership

� Executive GM of a major computer company

� Outcome driven business enhancement coach

� Develops strong leaders from managers

� Successfully implements cultural change

� Builds capabilities and skills of senior executives

� Installs powerful account management strategies

� Trains sales people to peak performance

� Developed an A I M sales managers course that helped scores of executives to successful careers

� Certified Practising Accountant

� Certificate IV in Workplace Training and Assessment

� Associate Fellow – Australian Institute of Management

Cliff Patrick

Track record

A representative selection of over 50 projects

Track Record

A representative selection of over 50 projects

Track Record

A representative selection of over 50 projects

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Fee Basis

� Typically Success Fee based, we back our judgement

� Modest retainers or fees for specific deliverables to ensure commitment of resources

� Consulting assignments and board positions are considered on request

� Options or Equity in the companies we work with is preferred to ensure alignment of interests

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Benefits Summary

� Established knowledge base of technology, business, property and finance enables precise assessment and succinct communication of the core proposition

� Independent corporate advice focused on the best outcomes

� Excellent delivery track record and achievement of value

� Only highly experienced people are involved in assignments

� Efficient cost structure means competitive fees

� Relevant industry and sector experience ensures insight and effectiveness

Howitt & Co