VALUATION EXPERTS
                      Technical | Experienced | Independent

    Level 27, 363 George Street, Sydney NSW 2000 | t: (61 2) 8235 7500 | ABN: 53 095 445 560 | AFS Licence No 246532
Experienced | Expert | Independent

                                           Lonergan Edwards & Associates Limited (LEA) is a specialist valuation firm
       Independent Expert Reports       providing valuation advice and expert reports, primarily for public listed company
                                                       transactions, litigation, regulatory and tax disputes
       Commercial Disputes &

       Specialised Valuations
                                    A breadth and depth of valuation experience that is unmatched in the
                                    Australian marketplace:
       Commercial Advice
                                    •      One of the largest specialist valuation practices in Australia (by team size)
                                    •      Unique blend of professional qualifications (PhD) and experience
                                           (financial, accounting, actuarial, investment banking, private equity,
                                    •      Our Directors have prepared over 10,000 valuation reports, including:
                                           – some of Australia’s largest and most complex valuation assignments
                                           – many hundreds of Independent Expert Reports for public listed
                                    •      Undertaken equity and business valuations during every stage of the
                                           economic and business cycle
                                    •      Wide range and depth of industry experience
                                    •      Extensive litigation experience having provided expert evidence in
                                           numerous court cases in almost every legal jurisdiction in Australia

                                    Widely acknowledged as Australia’s leading technical expert in valuation
                                    related matters:
                                    •      Our Directors are highly qualified and recognised experts in their field
                                    •      Our Directors have held numerous distinguished appointments in
                                           professional organisations and regulatory bodies including the
                                           Companies & Securities Advisory Committee, the Australian Accounting
                                           Standards Board, International Accounting Standards Board, the Financial
                                           Services Institute of Australasia, IFRIC and the Institute of Actuaries of
                                    •      Well known for thought leadership, exemplified by more than 100
                                           published technical papers on valuations and associated financial and
                                           accounting matters
          “Most of our work         •      Wayne Lonergan’s text, The Valuation of Businesses, Shares and Other
         comes from repeat
                                           Equity is the leading valuation text in Australia
         custom or referrals.
        We believe this says a      •      Actively involved in providing time and expertise to educational and
       lot about the quality of            professional development courses through the University of Sydney, the
        advice and service we              Financial Services Institute of Australia, KAPLAN Professional the Institute
              provide.”                    of Chartered Accountants and Macquarie University

           Wayne Lonergan and       Impartial, objective and independent valuation advice:
                Craig Edwards
                                    •      The valuation of shares, derivatives, businesses and other assets is our
                                           primary focus
                                    •      Free of potential conflicts of interest that may occur at firms that also
   2                                       provide auditing, accounting, tax or banking services
Experienced | Expert | Independent

                                       INDEPENDENT EXPERT REPORTS
                                           Comprehensive commercial analyses undertaken to provide security holders
                                            and Directors with an independent professional assessment of proposed
       Compulsory acquisitions                                           transactions

       Item 7 s611
                                       LEA has extensive experience in the provision of Independent Expert Reports,
       Selective capital reductions    with our Directors having prepared many hundreds of reports in relation to
                                       takeovers, mergers, schemes of arrangement, capital reconstructions and
       Related party transactions
                                       other corporate transactions for some of Australia’s largest public listed
       Other proposals                 companies:
                                       •       Report signatories actively involved in every aspect of the valuation
                                       •       One of the largest specialist valuation practices in Australia (by team size)
                                               – deep and diverse skill sets
                                               – ability to ensure on-time delivery of reports for large and complex
                                       •       Wide range of industry experience
                                       •       Market leading position in the provision of expert reports for schemes of
                                       •       Comprehensive understanding of ASIC, ASX and other regulatory

       Selected examples of experience:

       PATRICK CORPORATION                         HUTCHISON                               LION NATHAN

       Valuation of Patrick’s port and other
                                                                                           Kirin’s $6.4 billion shareholder
       businesses, Pacific National, Virgin        $5.2 billion merger of the Australian
                                                                                           approved acquisition of the shares in
       Blue and Toll Holdings in response to       telecommunication businesses of
                                                                                           Lion Nathan that it did not already
       Toll’s $6.7 billion hostile takeover        Hutchison and Vodafone.

                                                      Merger | Telecommunications
             Takeover| Transportation                                                              Scheme | Beverages

       BRIDGESTONE                                 AWB                                     MACARTHUR COAL

       Parent company’s $124 million
                                                   $1.2 billion bid by Agrium for AWB      $800 million cash and scrip offer by
       takeover proposal by way of a
                                                   Limited. Included valuation of          Macarthur for Noble’s Gloucester
       selective capital reduction.
                                                   Landmark rural services, grain          and Middlemount coal assets that
       Consideration included (fully
                                                   marketing, logistics and pool           would have increased Noble’s
       franked) dividend and capital
                                                   management businesses.                  interest in Macarthur to above 20%.
            Selective Capital Reduction |
                                                    Scheme | Food & Staples Retailing             Item 7 s611 | Energy
                 Auto Components

Experienced | Expert | Independent

                                   COMMERICAL DISPUTES & LITIGATION
       Tax disputes
                                            Experience and reputation are essential in the context of litigation
       Stamp duty disputes
                                   We provide expert valuation evidence and forensic accounting services in
       Regulatory disputes
                                   relation to matters such as economic loss, tax and regulatory disputes,
       Shareholder disputes        shareholder disputes, family law and compulsory acquisition.

       Economic loss               LEA’s Directors are regularly appointed by a wide range of law firms as well as
                                   Federal and State Government agencies such as the ATO, ASIC and the SRO:
       Family law
                                   •     Widely acknowledged as the leading technical valuation expert in
       Compulsory acquisition            Australia
       Consulting expert
                                   •     Unique blend of professional qualifications (PhD) and experience
                                         (financial, accounting, actuarial, investment banking, private equity,
                                   •     Extensive litigation experience having provided expert evidence in
                                         numerous court cases in almost every legal jurisdiction in Australia
                                   •     Clear, yet sufficiently detailed report structures (developed over time to
                                         meet the exacting demands of the Courts’ expert witness guidelines –
                                         Makita v Sprowles etc.)
                                   •     Strong understanding of the litigation (including Court Room) process

                                   LEA is also retained as a consulting expert in many matters for the purpose of
                                   assisting legal teams formulate and frame the financial related aspects of their
       Selected examples of experience:

       Court                    Matter      Commentary
                                            Quantification of expenditure incurred and economic loss suffered as a result of
       Federal                              reliance upon (said) representations made in respect of ongoing access to the
                                            Acacia Ridge terminal
                                            Independent assessment and critique of the originally proposed demerger and
                                            impact thereof on CSR’s creditors, including its asbestos claimants

                                            Shareholder dispute requiring an independent assessment of the value of a
       Supreme (NSW)
                                            minority equity interest in jointly owned coal tenements

                                            Independent assessment of the market value of the power generation assets and
       Supreme (VIC)
                                            electricity contracts for stamp duty purposes
       Land &                               Collaborative DCF assessment of the detrimental value impact on a landfill
       Environment (NSW)                    business caused by a land resumption
                                            Assessment of the market value of the mining lease, refinery and intangible
       State Administrative
                                            assets of an integrated bauxite mine and alumina refinery for stamp duty
       Tribunal (WA)

                                            Independent assessment of the fair and reasonable charge for access to the
                                            Abbot Point coal terminal

Experienced | Expert | Independent

                                      SPECIALISED VALUATIONS
       Equity & other securities

       Businesses & business assets       Valuations are essential for a multitude of purposes that extend well beyond
                                          the realm of public company transactions, commercial disputes and litigation
       Intellectual property
         – patents
         – trademarks
                                      LEA provides a full suite of valuation related services. We are regularly
         – copyright
                                      appointed to assess the value of shares, derivatives, businesses and other
       Other intangible assets        assets for a variety of purposes such as:
        – brand names
                                      •      Asset acquisitions and disposals
        – goodwill
        – licences                    •      Tax (e.g. capital gains, transfer pricing and stamp duty etc.)
        – distribution agreements     •      Financial accounting and reporting (e.g. valuations, impairment testing,
        – customer lists                     purchase price allocations and employee options etc.)
                                      •      Corporate restructures
       Infrastructure assets
                                      •      Employee incentive arrangements
       Mining assets                  •      Setting rates of return and access charges
       Options & other derivatives
                                      Our experience also includes the delivery of valuation advice on a wide range
       Employee shares & options      of intangible assets including goodwill, patents, copyrights, trademarks, brand
                                      names, licences, distribution agreements and customer lists.
       Professional firms &
                                      LEA’s other specialised valuation assignments have included:
                                      •      Valuation of professional practices (e.g. legal and accounting)
                                      •      Valuation of individual partner interests (in professional practices)
                                      •      Portfolio valuations of unlisted investments

                                      COMMERCIAL ADVICE

                                      Our extensive experience has lead to the accumulation of expertise in providing
                                                                  other financial advice

                                      Our skills gained in valuation allows us to provide specialist commercial
                                      advice. Where this does not compromise our independence, we provide our
                                      clients with associated advisory services such as:
                                      •      SME company mergers and acquisitions (buy and sell side)
                                      •      Advice on required rates of return
                                      •      Assessments of foreign country risk
                                      •      Accounting standards interpretation
                                      •      Advice on shareholder agreements (valuation related clauses)
                                      •      Business ownership structures
                                      •      Confidential Board advice

Experienced | Expert | Independent


                 Craig Edwards | Managing Director | BComm, CA, SF Fin
                 Firm co-founder who has specialised in the provision of valuation advice for over 18 years and in that
                 time prepared more than 100 IERs. Senior lecturer on valuation issues at Masters level for KAPLAN
                 Professional (since 1999)

                 Grant Kepler | Director | BA (Acc), ACA, F Fin, Prof Cert (Arb), AIAMA
                 Broad range of skills in valuations, mergers and business analysis developed over 17 years in
                 Australia, the UK and the US. Lecturer at KAPLAN Professional on valuation issues and company
                 financial analysis

                 Dr Hung Chu | Director | BIntBus, M Comm (Merit), PhD Finance, CFA, SA Fin, F CLA
                 CFA charter-holder with 13 years experience in the provision of valuation services and has been
                 responsible for several complex litigation cases. Hung also holds a doctoral degree in finance and has
                 published numerous technical papers on a wide range of topical valuation related matters in
                 academic and practitioner journals

                 Julie Planinic | Director | MEc, CA, SA Fin, Grad Cert FS Acc
                 Over 15 years experience in valuation related roles and has prepared more than 20 IERs. Julie also
                 has considerable experience (over 25 years) in the provision of audit and assurance services with the
                 last 11 years focused on forensic accounting services

                 Martin Hall | Director | BSc (Hons), F Fin, FIAA
                 Qualified actuary with over 26 years experience in the financial services industry and is an expert in
                 the valuation of options and other financial instruments. Martin also has extensive experience in life
                 assurance and general insurance industries both in Australia and the US

                 Martin Holt | Director | BEc, FCA, SA Fin
                 Over 26 years of experience in investment banking, private equity and valuation related roles. While
                 at LEA, Martin has prepared more than 75 IERs and advised on a number of successfully completed
                 private company (sell side) transactions

                 Nathan Toscan | Director | F Fin, MAppFin, LLB, BComm
                 Over a decade of professional services experience predominately in investment banking (M&A) and
                 valuation related roles. Nathan joined LEA from O’Sullivan Partners a leading independent Australian
                 corporate advisory firm where he was involved in various M&A mandates involving ASX listed top 100

                 Tony Coleman | Director | BA, MBA, FIA, FIAA, FAICD
                 Brings perspective of extensive client-side experience in senior executive management, as an active
                 non-executive director and in corporate finance and actuarial advisory roles. Prior to LEA, Tony was
                 Chief Risk Officer and Group Actuary for IAG, and prior to that, a Partner at PwC for 14 years

                 Wayne Lonergan | Director | Dr Sc Ec, BEc, FAPI, SF Fin, FAICD, AIAMA, Adjunct Professor
                 Over 36 years experience in corporate and business valuation and is widely acknowledged as the
                 leading Australian expert in the area. Wayne has prepared many hundreds of IERs for public listed
                 companies and has a pre-eminent reputation for his technical skills


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