Australian Business Forum helps Australian SMEs and businesses to understand the Chinese market and refine their China strategy. http://abf.events/ ABOUT THE PRESENTATION James Gerraty has been the Australian Securities Exchange's Manager of Listings in Melbourne since 200. ASX is one of the world's 10 top listed stock exchange groups, the listings unit of which ensures that the ASX provides fair, orderly and transparent markets. This presentation, given at the Fortune Forum 2015 Australian Summit, covers capital raising in equity markets, corporate governance, periodic and continuous disclosure, and more.

1. Listing and capital raising
in Australia
November 2015
James Gerraty
Manager, Listings

2. Why Australia?
23 years of
uninterrupted growth
Gateway to global capital
~45% international investors
Low government debt
A long history of funding
and listing early stage
companies
Robust regulatory
environment
2

3. Why Australia?
3
$561
$825
$1,030
$1,137
$1,253
$1,453
$1,559
$1,580
$1,686
$1,788
$3,313
China
Japan
Canada
Brazil
UK
Singapore
France
Ireland
Hong Kong
Australia
Luxembourg
United States
Investment Fund Assets (US$b)
Access the
world’s 3rd largest
pool of investable funds
To grow to
$6 trillion by 2030
$15,665
Source: Investment Company Institute, Austrade, Q2 2014 Source: Deloitte

4. ASX is a globally recognised market
The world’s
10th largest
exchange
by market
capitalisation
4
Rank Exchange Market Capitalisation (A$m)
1 Hong Kong Exchanges & Clearing 48.675.5
2 CME Group Inc 44,588.0
3 Intercontinental Exchange Inc 34,325.2
4 Deutsche Boerse AG 23,801.4
5 London Stock Exchange Group 18,771.3
6 Japan Exchange Group 12,549.3
7 Nasdaq OMX Group 11,507.6
8 BM&F BOVESPA SA 9,237.9
9 Singapore Exchange Ltd 8,698.3
10 ASX Ltd 8,163.9
11 CBOE Holdings Inc 6,788.3
12 Dubai Financial Market 5,719.4
13 Bolsas Y Mercados Espanoles 4,756.7
14 Euronext NV 4,083.9
15 CETIP SA-Mercados Organizado 3,963.6
16 Moscow Exchange MICEX-RTS 3,658.1
17 TMX Group Ltd 2,908.0
18 Bursa Malaysia Bhd 1,532.4
19 Bolsa Mexicana De Valores SA 1,436.2
20 JSE Ltd 1,263.1
Source: Bloomberg, 14 July 2015

5. ASX is a globally recognised market
$1,455
$1,257
$815
$686
$629
$478
$266
$160
$137
$117
$86
$46
China
Australia
Korea
Taiwan
Hong Kong
India
Singapore
Malaysia
Thailand
Indonesia
Philippines
New Zealand
Source: S&P World By Numbers report, April 2015
Size of stock markets in Asia-Pacific region
(ex-Japan, $US b)
By free-float market
capitalisation, ASX ranks
3rd in Asia
9th in the world
9th
5

6. An active capital raising platform
Source: Dealogic, January 2015
IPO Capital Raised by
Exchange 2014 ($US b)
Consistently ranked
in the world’s top 5
equity markets for capital raising
$5
$6
$6
$7
$7
$9
$11
$17
$25
$28
$28
$76
TMX
Shanghai
Euronext Paris
Spanish SE
Saudi SE
Euronext Amsterdam
Japan
ASX
Nasdaq
HKEx
LSE
NYSE 5
6

7. An active capital raising platform
0
50
100
150
200
250
300
350
$-
$5,000
$10,000
$15,000
$20,000
$25,000
$30,000
$35,000
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
A$ m Number
Initial Capital Raised and New Listings
IPOCapitalRaised
IPOValueListed
New Listings
2015: 90 new listings (ytd)
(2014: 104, 2013: 110)
Positive outlook
for IPOs in the near term
$-
$20,000
$40,000
$60,000
$80,000
$100,000
$120,000
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
A$ m
Follow-On Capital Raised
7Source: ASX

8. Financials
38%
Resources
21%
Consumer
Discretionary & Staples
14%
Industrials & Materials
(ex-Metals & Mining)
12%
Tech &
Telecoms
6%
Health Care
5%
Utilities
4%
Resources
47%
Financials
13%
Industrials & Materials
(ex-Metals & Mining)
12% Consumer
Discretionary &
Staples
11%
Tech &
Telecoms
8%
Health Care
7%
Utilities
2%
Number of Listed Companies
Market Capitalisation
Total Listings:
2,221
Market Cap:
$1.7 trillion
Strongly represented by:
Resources and Financials sectors
Small-cap and growth companies
861
466
146
284
77
208
<$10m $10m-
$50m
$50m-
$100m
$100m-
$500m
$500m-
$1b
>$1b
Number of Listed Companies
by Market Capitalisation
Source: ASX, July 2015 8
Companies from all industry sectors

9. 0
50
100
150
200
250
Global index performance since 2000
S&P/ASX 200 S&P 500 FTSE 100 Hang Seng FTSE EURO TOP 100 Nasdaq Composite
Source: Bloomberg 03/07/2015 9
Global indices comparison
ASX has outperformed its global peers through the “Asian Century”

10. Source: Bloomberg, ASX *as at 19/10/2015 **Reverse Take-over
 Sector themes: Technology, Healthcare, Listed Investment Companies
 International listings, with global reach, attracting strong demand
Code Company Sector Country
Market Cap
at listing date
($m)
Capital Raised
($m)
Current
Price/Sales
(forward)*
MYO MYOB Group Software Australia 2,130.0 833.1 6.1
OHE Orion Health eHealth New Zealand 820.0 112.0 2.8
ACX Aconex Software Australia 312.2 140.0 7.5
SDA SpeedCast International Satellite Services Hong Kong 235.5 150.0 2.5
SRF Surfstitch Retail e-commerce Australia 214.0 83.2 1.5
VGI Vista Software New Zealand 171.3 84.0 6.0
UBN Urbanise Software Australia 108.5 20.0 7.3
LAA LatAm Autos Software and Services Ecuador 71.9 18.0 12.9
CAT Catapult Group Technology Hardware Australia 66.1 12.0 9.9
1PG 1-Page** Software and Services USA 24.0 8.5 n/a
10
Selected small & mid cap IPOs 2014 – 2015

11. Initial listing requirements
Tailored to growth companies
Admission Criteria Minimum Requirement
Number of shareholders
Investors Amount Held by
unrelated parties
400 $2000 0%
350 $2000 25%
300 $2000 50%
Company Size
Profit Test
$1 million
net profit
over past 3 years
$400,000
net profit
over last 12 months
Assets Test
$3 million
Net Tangible Assets
$10 million
Market CapitalisationOR
OR
OR
OR
11

12. Why ASX?
Listing requirements
tailored to growth
companies
Access a huge
pool of funds under
management
A globally
recognised
main market
Gateway to
global capital

13. Listing Rules & Process
13

14. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19
The listing process
Step 1
Appointment of advisors
Step 2
Preparing the prospectus
and due diligence
Step 3
Institutional marketing
program commences
Step 4
Lodge prospectus with ASIC
Step 5
Lodge listing application with ASX
Step 6
Marketing and Offer Period
Step 7
Offer closes, shares allocated,
trading commences
Indicative schedule – weeks
14

15. The listing process
Appoint Advisers
Week 1
Professional advisers are involved with the preparation of the prospectus (offer document),
participate in the due diligence process for the IPO, price the offering and market the offering to
investors.
Commence due
diligence & prepare
prospectus
Week 2-10
The Australian Corporations Act contains a general disclosure test for prospectuses. The due diligence
process is guided by a committee, comprised of representatives of the company and other parties
potentially liable under the prospectus.
Commence
institutional marketing
Week 10-12
The Corporations Act strictly limits advertising of an IPO prior to lodgement of the prospectus with
ASIC. However, certain marketing activities can be undertaken to institutional investors, including IPO
roadshows.
Lodge prospectus
with ASIC
Week 11-12
An ‘exposure period’ of seven days starts from the date of lodgement. During this time the
prospectus is made available for public review and comment, and during this period the company
cannot accept any applications under the offer.
Lodge listing
application with ASX
Week 11-16
The formal listing application is lodged with ASX within seven days of lodgement of the prospectus
with ASIC. Typically, the review and approval of the application by ASX is completed within six weeks.
Marketing & offer
period
Week 13-17
The offer to retail investors starts after the exposure period and usually is open for a period of 3 – 5
weeks.
Trading commences
Week 18-19
In the final step, the offer closes, shares are allocated and trading commences.
15
Indicative schedule

16. Listing costs
Market
Capitalisation
% of amount
raised (median)
Market
Capitalisation
Initial Fee Annual Fee
Less than $10m 10.8% $10m $65,000 $24,373
$10m - $50m 9.5% $50m $105,000 $32,022
$50m to $100m 6.9% $100m $135,000 $41,582
$100m to $500m 5.2% $200m $175,000 $45,377
More than $500m 4.9% $500m $295,000 $56,760
Source: compiled by ASX from disclosed figures in company prospectuses
2010-2014.
The above fees apply as of 1 July 2015.
Calculation based on securities for which quotation is sought.
Total IPO Costs ASX Costs
16

17. Periodic and Continuous Disclosure
Periodic • Listing Rule 4
• Annual disclosure: Preliminary Final Report lodged within 2 months of the end of the
accounting period. Audited accounts within 3 months.
• Half yearly disclosure: Half year financial report lodged within 2 months of end of
accounting period. Must be audited or subject to audit review.
• Quarterly Cash Flow reporting for companies without a track record of revenue or
profit
• International Financial Reporting Standards (AIFRS) accepted
Continuous • Listing Rule 3
• Immediate disclosure of information a reasonable person would expect to have a
material effect on price or value
• Limited exemptions: for example where the information is confidential and concerns
an incomplete proposal or negotiation
• ASX can also require disclosure where it forms the view that it is necessary to correct
or prevent a false market
17

18. Corporate Governance
The strengths of the “if not, why not” regime
8
Principles
Lay solid
foundations
for
management
and oversight
Structure the
board to add
value
Promote
ethical and
responsible
decision
making
Safeguard
integrity in
financial
reporting
Make timely
and balanced
disclosure
Respect the
rights of
shareholders
Recognise and
manage risk
Remunerate
fairly and
responsibly
Focus on disclosure of corporate governance
practices rather than prescription
Companies are required to address each principle
(and sub-recommendations) and explain areas of
departure – so called “if not, why not” reporting
Requirements for an audit committee and a
remuneration committee – some prescription in
relation to composition, operation and responsibility
for constituents of the S&P/ASX 300 index
18

19. Profit Test
ASX does not require escrow
for companies admitted
under the profits test
Voluntary Escrow
Underwriting
Agreement
Assets Test
Arm’s length 12 months from issue
Non-Arm’s length 24 months from listing
Pre-float investors
Recognition for cash or equivalent contribution
of pre-float investors – allows proportion to be
unrestricted that represents the cash
component
Escrow may not be applied to
companies with a track
record of profitability, or
revenue acceptable to ASX,
or companies with a
substantial proportion of
assets as tangible assets.
Company
24
Escrow requirements

20. Case Studies
20

21. Case study: Vista Group (VGI)
Vista Group is a world
leading New Zealand
company comprising
six businesses all
providing software
solutions
to the global film
industry
Purpose of the Offer
Fund the acquisition of
Movio and MACCs
Allow existing shareholders to
realise some of their investment
Provide startup capital for Numero
and provide capital for future
acquisitions and developments
80
100
120
140
160
180
200
220
240
11/8/14
11/9/14
11/10/14
11/11/14
11/12/14
11/1/15
11/2/15
11/3/15
11/4/15
11/5/15
11/6/15
VGL NZ ASX 200 ASX 300 Info. Tech
Australia
21%
RoW
1%
New
Zealand
78%
Listing Date: 11 August 2014
Market Cap at Listing: $171.3 million
Capital Raised: $83.9 million
Price/Sales: 3.7
P/E Ratio: 34.1
EV/EBITDA: 17.3
Lead Manager: Macquarie Bank
Current Market Cap: $364.68 million*
111% 2.6% 2.2%
Price performance,
rebased at listing date
Institutional & insider
shareholding by geography
IPO Snapshot
Source: Orient Capital
*as at 3 July 2015

22. 1-Page is a California-
based Human
Resources technology
company which has
developed a cloud-
based recruitment
software platform
aimed at improving
efficiency in the job
recruitment process.
Purpose of the Offer
Raise capital to grow the business
ASX offers a lower barrier of entry to
public markets vs US
Listing offered a higher valuation and
less dilution vs US venture capital firms
Visibility in Asia-Pacific
Stepping stone to a future US listing
Australia
58%
US
42%
Institutional & insider
shareholding by geography
Source: Orient Capital
*as at 3 July 2015
80
180
280
380
480
580
680
10/14/2014
10/28/2014
11/11/2014
11/25/2014
12/9/2014
12/23/2014
1/6/2015
1/20/2015
2/3/2015
2/17/2015
3/3/2015
3/17/2015
3/31/2015
4/14/2015
4/28/2015
5/12/2015
5/26/2015
6/9/2015
6/23/2015
Listing Date: 14 October 2014
Market Cap at Listing: $24 million
Capital Raised: $8.5 million
Lead Manager: KTM Capital
Current Market Cap: $253.64 million*
Case study: 1-Page (1PG)
Reverse Take-Over Snapshot
Price performance,
rebased at listing date
449% 8.0% 6.0%
1PG ASX 200 ASX 300 Info. Tech.

23. Source: Orient Capital
*as at 3 July 2015
Institutional & insider
shareholding by geography
IPO Snapshot
Price performance,
rebased at listing date
Case study: Xero (XRO)
Xero is a New Zealand-
based software
company that develops
cloud-based accounting
software for small and
medium-sized
businesses. The
company has offices in
New Zealand, UK and
USA
Purpose of the Offer
Improve visibility, product awareness
and marketing opportunities within
Australia
Improve liquidity
Improve access to capital markets
Improve access to Australian based
investors
90
190
290
390
490
590
690
790
890
990
11/8/2012
12/8/2012
1/8/2013
2/8/2013
3/8/2013
4/8/2013
5/8/2013
6/8/2013
7/8/2013
8/8/2013
9/8/2013
10/8/2013
11/8/2013
12/8/2013
1/8/2014
2/8/2014
3/8/2014
4/8/2014
5/8/2014
6/8/2014
7/8/2014
8/8/2014
9/8/2014
10/8/2014
11/8/2014
12/8/2014
1/8/2015
2/8/2015
3/8/2015
4/8/2015
5/8/2015
6/8/2015
New
Zealand
44%
US
34%
Australia
20%
RoW
2%
Listing Date: 8 November 2012
Market Cap at Listing: $519 million
Price/Sales: 24.4
Current Market Cap: $2.29 billion*
Current Price/Sales: 12.15*
264% 22.9% 26%
XRO ASX 200
ASX 300
Info. Tech.

24. Source: Orient Capital
*as at 3 July 2015
Institutional & insider
shareholding by geography
IPO Snapshot
Price performance,
rebased at listing date
Case study: Aconex (ACX)
Aconex is a cloud
collaboration platform
for the global
construction industry.
The Company’s
platform enables over
50,000 user
organisations
worldwide to work on
construction projects.
Purpose of the Offer
Liquid market for its shares
Additional financial flexibility and
access to capital markets
Sell-down by existing shareholders
(approx. $90m+)
Working capital
Capital for acquisitions and
marketing
Listing Date: 9 December 2014
Market Cap at Listing: $312.2 million
Capital Raised: $140 million
Price/Sales: 4.08
P/E Ratio: n/a
EV/EBITDA: 238.6
Lead Managers: UBS, Macquarie
Current Market Cap: $568.4 million*
85
105
125
145
165
185
205
12/9/2014
12/16/2014
12/23/2014
12/30/2014
1/6/2015
1/13/2015
1/20/2015
1/27/2015
2/3/2015
2/10/2015
2/17/2015
2/24/2015
3/3/2015
3/10/2015
3/17/2015
3/24/2015
3/31/2015
4/7/2015
4/14/2015
4/21/2015
4/28/2015
5/5/2015
5/12/2015
5/19/2015
5/26/2015
6/2/2015
6/9/2015
6/16/2015
6/23/2015
6/30/2015
Australia
65%
US
35%95.6% 4.4% 7.8%
ACX ASX 200 ASX 300 Info. Tech.

25. Contact
Eddie Grieve
Senior Manager, Listings
& Issuer Services
02 9227 0519
eddie.grieve@asx.com.au
James Posnett
Manager, Listings
Business Development
02 9227 0282
james.posnett@asx.com.au
Rory Cunningham
Business
Development Manager
02 9227 0171
rory.cunningham@asx.com.au

26. Thank you