Corporate Credentials
                        2010




    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
Background – the Principals



Howitt & Co was formed in 2007 to build on the experience of the
principals 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




                                                                    Page 3
Full Range of Services




  Corporate        Pre-transaction    Financial
  & Strategic       Structuring &     Analysis &
    Advice             Advice          Planning




                     Business
                                        Mergers
Capital Raising    Assessment &
                                     Acquisitions &
Public & Private    Investment
                                      Divestments
                      Advice




                                                               Page 4
Enterprise Development




                  Page 5
Stepped Value Creation
Effective Project Management



              We provide an independent perspective on
transaction partners, valuation and structures plus providing day-to-day
             management of all activities and participants


                          Advice & Project Management

                 Identify                                  Legal and                    Terms
   Planning                                                                Due
                Targets &      10squared    Valuation &   Accounting                  Negotiation   Integration
  & Strategy                                                            Diligence
               Investigate/     Analysis   Comparatives     Advice                        &           Advice
    Advice                                                             Coordination
                Research                                  Management                   Closure




                              Industry Knowledge & Skills


                                                                                                                  Page 7
Thorough Business Analysis




  Review                    Market                       Initial       102       Debriefing
              Interview                  Financial
 Company                     and                      & Secondary   Evaluation   Meeting &
                 Key                    Analysis &
  Supplied                Competitive                  Reviewer      & Report     Actions
              Personnel                 Projections
Information                Analysis                     Analysis




                                                                                              Page 8
Comprehensive Assessment




                     Page 9
Quantitative Reporting




                  Page 10
Efficient M&A Process
               Principal 10Squared        Trade Press          3rd party company          Interview executive
Inputs

               Objectives                 Referrals            reports including          Review numbers
                                                               anonymous phone
               Market knowledge           Advertise                                       Desktop research
                                                               interview




                  Strategic
Process




                  Planning
                                             Market
                                            Research
                                                                   Qualify
                                                                                               102
                                                                                             Analysis
                                                                                                                 Next
                  Session




                        Project                   Target              Qualifier                    102
                         Plan                      List                Report                     Report
Deliverables




               •Profile of ideal target     •Name              •Authority (ASIC) report       •2 page synopsis
               •Activity timeframe          •Size              •Credit check (CRAA)
               •Task list                   •Location          •Interest in investment
                                            •Contact Details
Efficient M&A Process
                      Company discovery       Access to company            Access to detailed
Inputs
                      process                 executives & records         information.
                      Reference checks                                     Negotiations with
                      Market information                                   Company
Process




                            In-depth              Investment                 Negotiate Deal
               Prev         Analysis             Memorandum                  Due Diligence




                           Evaluation            Investment
                                                                                  HOA
Deliverables




                            Report              Memorandum


                      •Comprehensive Study     •Comprehensively             •Recommendations
                      •Valuation models        tested numbers and
                                               business model               •.Heads of Agreement
                      •Vendor expectation
                      •Investment rationale    •Detailed description of     •Final Agreement
                                               business history &
                                               growth proposition.
Key People
Richard Llewellyn
                    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 literary
                    magazine)
                    Trustee of John & Sunday Reed Estate (Heide MOMA)
                    Director Barrett Reid Bequest
                    Executive Chairman Haulton Constructions (Aust) Pty Ltd



                                                                                          Page 13
Key People
Daniel 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 a
                  vast 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; and
                        YoMo

                  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.
Key People
Bernard Smith
                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



                                                                                                 Page 15
Campbell Olsen                                                                   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
Key People
Cliff Patrick

                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




                                                                            Page 17
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
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


                                                         Page 21
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




                                                           Page 22
Howitt & Co

2010 Hc Corp Cred2

  • 1.
    Corporate Credentials 2010 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
  • 2.
    Background – DrHowitt 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
  • 3.
    Background – thePrincipals Howitt & Co was formed in 2007 to build on the experience of the principals 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 Page 3
  • 4.
    Full Range ofServices Corporate Pre-transaction Financial & Strategic Structuring & Analysis & Advice Advice Planning Business Mergers Capital Raising Assessment & Acquisitions & Public & Private Investment Divestments Advice Page 4
  • 5.
  • 6.
  • 7.
    Effective Project Management We provide an independent perspective on transaction partners, valuation and structures plus providing day-to-day management of all activities and participants Advice & Project Management Identify Legal and Terms Planning Due Targets & 10squared Valuation & Accounting Negotiation Integration & Strategy Diligence Investigate/ Analysis Comparatives Advice & Advice Advice Coordination Research Management Closure Industry Knowledge & Skills Page 7
  • 8.
    Thorough Business Analysis Review Market Initial 102 Debriefing Interview Financial Company and & Secondary Evaluation Meeting & Key Analysis & Supplied Competitive Reviewer & Report Actions Personnel Projections Information Analysis Analysis Page 8
  • 9.
  • 10.
  • 11.
    Efficient M&A Process Principal 10Squared Trade Press 3rd party company Interview executive Inputs Objectives Referrals reports including Review numbers anonymous phone Market knowledge Advertise Desktop research interview Strategic Process Planning Market Research Qualify 102 Analysis Next Session Project Target Qualifier 102 Plan List Report Report Deliverables •Profile of ideal target •Name •Authority (ASIC) report •2 page synopsis •Activity timeframe •Size •Credit check (CRAA) •Task list •Location •Interest in investment •Contact Details
  • 12.
    Efficient M&A Process Company discovery Access to company Access to detailed Inputs process executives & records information. Reference checks Negotiations with Market information Company Process In-depth Investment Negotiate Deal Prev Analysis Memorandum Due Diligence Evaluation Investment HOA Deliverables Report Memorandum •Comprehensive Study •Comprehensively •Recommendations •Valuation models tested numbers and business model •.Heads of Agreement •Vendor expectation •Investment rationale •Detailed description of •Final Agreement business history & growth proposition.
  • 13.
    Key People Richard Llewellyn 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 literary magazine) Trustee of John & Sunday Reed Estate (Heide MOMA) Director Barrett Reid Bequest Executive Chairman Haulton Constructions (Aust) Pty Ltd Page 13
  • 14.
    Key People Daniel 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 a vast 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; and YoMo 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.
  • 15.
    Key People Bernard Smith 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 Page 15
  • 16.
    Campbell Olsen 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
  • 17.
    Key People Cliff Patrick 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 Page 17
  • 18.
    Track record A representativeselection of over 50 projects
  • 19.
    Track Record A representativeselection of over 50 projects
  • 20.
    Track Record A representativeselection of over 50 projects
  • 21.
    Fee Basis Typically SuccessFee 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 Page 21
  • 22.
    Benefits Summary Established knowledgebase 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 Page 22
  • 23.