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INDEPENDENT EXPERT’S REPORT Australasian Wealth Investments Limited 14 October 2014 For personal use only

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Page 1: For personal use only - ASX personal use only . ... being capable of affecting its ability to give an unbiased ... excludes any performance management fees as these are not capable

INDEPENDENT EXPERT’S REPORT Australasian Wealth Investments Limited 14 October 2014

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BDO Corporate Finance (East Coast) Pty Ltd ABN 70 050 038 170 AFS Licence No. 247420 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Corporate Finance (East Coast) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.

Tel: +61 2 9251 4100 Fax: +61 2 9240 9821 www.bdo.com.au

Level 11, 1 Margaret St SYDNEY NSW 2000 Australia

FINANCIAL SERVICES GUIDE

This Financial Services Guide is issued in relation to an independent expert’s report (Report or IER) prepared by BDO Corporate Finance (East Coast) Pty Ltd (ABN 70 050 038 170) (BDO) at the request of the directors of Australasian Wealth Investments Limited (AWK or the Company) to opine on whether the internalisation of the investment management contract (Management Contract) of the Company in exchange for payment of $900,000 cash (Proposed Transaction) is fair and reasonable to AWK’s non-associated shareholders (Non-associated Shareholders) under the Corporations Act 2001 (Cth) (Act). The Report is intended to accompany the notice of meeting and accompanying explanatory memorandum (Documents) that are to be provided by the directors (Directors) of AWK.

Financial Services Guide

BDO holds an Australian Financial Services Licence (License No: 247420) (Licence). As a result of our Report being provided to you BDO are required to issue to you, as a retail client, a Financial Services Guide (FSG). The FSG includes information on the use of general financial product advice and is issued so as to comply with our obligations as holder of an Australian Financial Services Licence.

Financial services BDO is licensed to provide

The Licence authorises BDO to provide reports for the purposes of acting for and on behalf of clients in relation to proposed or actual mergers, acquisitions, takeovers, corporate restructures or share issues, to carry on a financial services business to provide general financial product advice for securities and certain derivatives (limited to old law securities, options contracts and warrants) to retail and wholesale clients.

BDO provides financial product advice by virtue of an engagement to issue the Report in connection with the issue of securities of another person.

Our Report includes a description of the circumstances of our engagement and identifies the party who has engaged us. You have not engaged us directly but will be provided with a copy of our Report (as a retail client) because of your connection with the matters on which our Report has been issued.

Our Report is provided on our own behalf as an Australian Financial Services Licensee authorised to provide the financial product advice contained in the Report.

General financial product advice

Our Report provides general financial product advice only, and does not provide personal financial product advice, because it has been prepared without taking into account your particular personal circumstances or objectives (either financial or otherwise), your financial position or your needs.

Some individuals may place a different emphasis on various aspects of potential investments.

An individual’s decision in relation to the Proposed Transaction described in the Documents may be influenced by their particular circumstances and, therefore, individuals should seek independent advice.

Benefits that BDO may receive

BDO has charged fees for providing our Report. The basis on which our fees will be determined has been agreed with, and our fees will be paid by the person who engaged us to provide the Report. Our fees have been agreed on either a fixed fee or time cost basis.

BDO will receive a fee based on the time spent in the preparation of this Report in the amount of approximately $27,500 (plus GST and disbursements). BDO will not receive any fee contingent upon the outcome of the Proposed Transaction, and accordingly, does not have any pecuniary or other interests that could reasonably be regarded as being capable of affecting its ability to give an unbiased opinion in relation to the Proposed Transaction.

Remuneration or other benefits received by our employees

All our employees receive a salary. Employees may be eligible for bonuses based on overall productivity and contribution to the operation of BDO or related entities but any bonuses are not directly connected with any assignment and in particular are not directly related to the engagement for which our Report was provided.

Referrals

BDO does not pay commissions or provide any other benefits to any parties or person for referring customers to us in connection with the reports that BDO is licensed to provide.

Associations and relationships

BDO is the licensed corporate advisory arm of BDO East Coast Partnership, Chartered Accountants and Business Advisers. The directors of BDO may also be partners in BDO East Coast Partnership, Chartered Accountants and Business Advisers.

BDO East Coast Partnership, Chartered Accountants and Business Advisers are comprised of a number of related entities that provide audit, accounting, tax and financial advisory services to a wide range of clients.

BDO’s contact details are as set out on our letterhead.

BDO is unaware of any matter or circumstance that would preclude it from preparing the Report on the grounds of independence under regulatory or professional requirements. In particular, BDO has had regard to the provisions of applicable pronouncements and other guidance statements relating to professional independence issued by Australian professional accounting bodies and Australian Securities and Investments Commission (ASIC).

Complaints resolution

As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing, addressed to The Complaints Officer, BDO Corporate Finance (East Coast) Pty Ltd, Level 11, 1 Margaret Street, Sydney NSW 2000.

On receipt of a written complaint we will record the complaint, acknowledge receipt of the complaint and seek to resolve the complaint as soon as practical. If we cannot reach a satisfactory resolution, you can raise your concerns with the Financial Ombudsman Service Limited (FOS). FOS is an independent body established to provide advice and assistance in helping resolve complaints relating to the financial services industry. BDO is a member of FOS. FOS may be contacted directly via the details set out below.

Financial Ombudsman Service Limited

GPO Box 3

Melbourne VIC 3001

Toll free: 1300 78 08 08

Email: [email protected]

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BDO Corporate Finance (East Coast) Pty Ltd ABN 70 050 038 170 AFS Licence No. 247420 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Corporate Finance (East Coast) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.

Tel: +61 2 9251 4100 Fax: +61 2 9240 9821 www.bdo.com.au

Level 11, 1 Margaret St SYDNEY NSW 2000 Australia

14 October 2013 The Directors Australasian Wealth Investments Limited Level 4 1 Alfred Street SYDNEY NSW 2000 Dear Directors

INDEPENDENT EXPERT'S REPORT

Introduction

The directors (Directors) of Australasian Wealth Investments Limited (AWK or the Company) have appointed BDO Corporate Finance (East Coast) Pty Ltd (BDO, we, us or our) to prepare an independent expert’s report (Report or IER) setting out our opinion as to whether the internalisation of the investment management contract (Management Contract) of the Company in exchange for payment of $900,000 cash (Proposed Transaction) is fair and reasonable to AWK’s non-associated shareholders (Non-associated Shareholders).

AWK is listed on the Australian Securities Exchange (ASX) and invests in public and private Australian companies. Andrew Barnes is a director of AWK and currently holds 9.9% of the Company’s equity. He is also the sub-manager of AWK, appointed on behalf of Aurora Funds Management Limited (Aurora).

On 15 August 2013, the Directors of AWK announced that agreement has been reached on terms to internalise the management of AWK from Aurora in exchange for the payment of $900,000 cash. If the Proposed Transaction is approved AWK will no longer be externally managed.

Full details of the Proposed Transaction are set out in the notice of meeting and explanatory statement (Documents) to be sent to the shareholders of AWK (Shareholders) in respect of a general meeting to be convened (Meeting).

Purpose and Approach

The Directors have engaged us to prepare this Report to opine on whether the Proposed Transaction is fair and reasonable to Non-associated Shareholders for the purposes of ASX Listing Rule 10.1 (LR 10.1). An IER is required in relation to the Proposed Transaction as:

- the cash consideration of $900,000 comprises more than 5% of the net assets of AWK, and

- Aurora and its associates are deemed a substantial holder in AWK.

All amounts in this Report are in Australian dollars ($) unless otherwise stated.

Summary of opinion

In our opinion the Proposed Transaction in accordance with the Documents is fair and reasonable to the Non-associated Shareholders.

Fairness assessment

We have formed our opinion in relation to fairness by comparing our assessed value of:

- The amount paid to Aurora, being $900,000 cash, to

- The fair market value of the Management Contract.

The Proposed Transaction will be fair if the value of the amount paid to Aurora (being the financial benefit provided to the related party) is equal to or less than the value of the Management Contract (being the consideration provided to the entity).

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BDO Corporate Finance (East Coast) Pty Ltd iv

The result of our fairness analysis is summarised below.

Table 1: Fairness analysis

$’000s unless stated otherwise Ref Low High Mid

Amount paid to Aurora 4.4 900 900 900

Fair market value of the Management Contract 5.2 1,131 1,933 1,532

Source: BDO analysis

As the value of the amount paid to Aurora is less than the fair market value of the Management Contract, we have concluded that the Proposed Transaction is fair to the Non-associated Shareholders.

Certain assumptions have been made regarding the value of the Management Contract, as disclosed in Section 4.2.1 and Section 5. The value of the Management Contract:

includes expected growth from the return on investment on existing funds

excludes future capital raisings or acquisitions that may lead to an increase in net tangible assets (NTA) and a

corresponding increase in management fee income

excludes any performance management fees as these are not capable of estimation.

Reasonableness assessment

In accordance with the Australian Securities and Investments Commission’s (ASIC) Regulatory Guide 111 ‘Content of expert reports’ (RG 111), an offer is reasonable if it is fair. It might also be reasonable if, despite being not fair, the expert believes that there are sufficient reasons for Non-associated Shareholders to accept the offer in the absence of a superior offer.

We have considered various factors that we believe Non-associated Shareholders should consider when deciding whether or not to approve the Proposed Transaction. The factors that we have considered are set out in Section 8 and are summarised below:

AWK will be able to proceed with its change in strategy from an Listed Investment Company (LIC) to an

operating business

The Management Contract was previously acquired by Aurora from Merricks in March 2013. We understand

that this was an arms length transaction

The value of the Management Contract does not include performance fees that are potentially payable under

the Management Contract, nor does it include the value of management fees payable on additional capital

raised (except for the Placement)

The management of AWK will be not be reliant on the terms of the Management Contract

Aurora will not remain the Manager of AWK, management fees will not be payable and Andrew Barnes will

provide management services if the Proposed Transaction is approved

AWK will incur transaction costs regardless of whether the Proposed Transaction is approved or not.

Shareholders’ individual circumstances

Our analysis has been undertaken, and our conclusions are expressed, at an aggregate level. Accordingly, we have not considered the effect of the Proposed Transaction on the particular circumstances of individual shareholders of AWK. Some individual Shareholders may place a different emphasis on various aspects of the Proposed Transaction from that adopted in this Report. Accordingly, individual Shareholders may reach different conclusions as to whether or not the Proposed Transaction is fair and reasonable in their individual circumstances. As the decision of an individual Shareholder in relation to the Proposed Transaction may be influenced by their particular circumstances (including their taxation position), Shareholders are advised to seek their own independent advice.

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BDO Corporate Finance (East Coast) Pty Ltd v

Approval or rejection of the Proposed Transaction is a matter for individual Shareholders based on their expectations as to the expected value, future prospects, market conditions and their particular circumstances, including risk profile, liquidity preference, portfolio strategy and tax position. Shareholders should carefully consider the Documents. Shareholders who are in doubt as to the action they should take in relation to the Proposed Transaction should consult their professional adviser.

Summary

This summary should be read in conjunction with the attached Report that sets out in full the purpose, scope, basis of evaluation, limitations, information relied upon, analysis and our findings.

Glossary

Capitalised terms used in this Report have the meanings set out in the glossary.

Sources of information

Appendix 1 identifies the information referred to, and relied upon by us during the course of preparing this Report and forming our opinion.

Financial services guide

BDO holds an Australian Financial Services Licence (Licence) which authorises us to provide reports for the purposes of acting for and on behalf of clients in relation to proposed or actual mergers, acquisitions, takeovers, corporate restructures or share issues. A financial services guide is attached at the start of this Report.

Yours faithfully BDO CORPORATE FINANCE (EAST COAST) PTY LTD

David McCourt Director

Sebastian Stevens Director

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BDO Corpo

TABLE OF

SC1.1.1.1.1.1.1.1.

PR2.2.2.2.2.2.2.

TH3.3.

VA4.4.4.4.4.

VA5.5.5.5.5.5.5.

VA6.6.6.

FA7.7.

RE8.8.8.

QU9.9.9.9.

APPENDIX

APPENDIX

APPENDIX

APPENDIX

APPENDIX

orate Finance (E

F CONTENTS

COPE AND LIMIT1. Terms of 2. ASX Listin3. Scope ....4. Basis of A5. Limitatio6. APES 225 7. Assumptio

ROFILE OF AWK1. Overview2. Board of 3. Net Tang4. Historical5. Capital St6. Share Pric

HE MANAGEMEN1. Managem

ALUATION MET1. Overview2. Selected 3. Valuation4. Valuation

ALUATION OF T1. Overview2. Valuation3. Managem4. Marginal 5. Discount 6. Taxation

ALUATION CRO1. Comparab2. Previous

AIRNESS ASSESS1. Fairness .

EASONABLENES1. Factors ..2. Reasonab

UALIFICATIONS1. Qualificat2. Independ3. Disclaime

X 1 : SOURCES O

X 2 : GLOSSARY

X 3 : VALUATIO

X 4 : DISCOUNT

X 5 : COMPARAB

East Coast) Pty

TATIONS ....... the Proposed Tng Rule 10.1 .....................

Assessment .....ns ............... ..................ons ..............

K .................w .................

Directors and Kible Asset Backl Financial Infortructure and Owce Analysis ....

NT CONTRACT ment Contract Te

HODOLOGY ...w ................. Valuation Methn Cross-Check ..n of the Conside

THE MANAGEMEw .................n Summary .....

ment Fees .......Costs of Managi Rate ............ ..................

SS-CHECK .....ble InternalisatSale of Manage

SMENT ............................

SS ..................................

bleness Conclusi

S AND DECLARAtions ............

dence ............er ................

OF INFORMATIO

Y .................

N METHODS ...

RATE ..........

BLE COMPANY

Ltd

...................Transaction .......................................................................................................................

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...................Key Managemening ...............rmation .........wnership ...........................

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ENT CONTRACT.........................................................ing AWK as an L......................................

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ATIONS ...................................................................

ON ...............

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2 3 3

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BDO Corporate

SCOPE A1.

1.1. Terms o

On 28 Mof AWKterms tessenceterms a

The Dirrequire

1.2. ASX Lis

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LR 10.1without(the MasubstancomprisNon-ass

1.3. Scope

The proorder toconstituaccorda

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For the

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1.4. Basis of

In deterthe foll

RG 1

Reg

In parti

RG 111

Is it

e Finance (East

AND LIMITAT

of the Propos

March 2013, A. On 15 Auguso internalise t

e, AWK will noare:

The Manage

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Following th$50,000 p.aMeeting. Anof AWK, app

Details of ke

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Rule 10 applie

prohibits an t the approvalanagement Contial holders oses approximasociated Share

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establishes tw

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Coast) Pty Ltd

TIONS

sed Transacti

urora purchasst 2013, the dithe managemo longer be ex

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he acquisition., and issue h

ndrew Barnes hpointed on be

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engaged us to 0.1.

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es to transact

entity from acl of non assocntract) for $9

of AWK for theately 6.5% of teholders is req

have undertakinion. Our pron accordance

diting Standard

hether the Prof various secu

our opinion, th

would be negopurchaser and

her the Propouidelines:

e 112 ‘Indepen

establishes g

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sed the Managirectors of AWent of AWK in

xternally mana

ct will be tran

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of the Managim with optioholds 9.9% of half of Aurora

nt Contract te

prepare a Rep

ions between

cquiring an asiated shareho

900,000 from Ae purposes of Lthe net assetsquired.

en have beenocedures in th with Australiads applicable

oposed Transaurities, assets

he term ‘fair

otiated in an od a knowledgea

sed Transactio

ndence of exp

guidelines in re

iteria for an e

gement ContraWK (Directorsn exchange foaged but will

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of Non-associa

gement Contraons, to be agre AWK and is a a

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an entity and

sset worth moolders. Under Aurora. AurorLR 10.1. The s of AWK as at

n limited to thhe preparationan Auditing St to review eng

action is fair a and interests

market value

open and unreable, willing,

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perts’ (RG 112

respect of inde

expert analysi

act and becam) announced tr the paymentinstead emplo

WK in return fo

ated Sharehold

act, AWK will eed by the No director of th

ailed in Sectio

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ore than 5% ofthe Proposed a and its assopayment of $9t 30 June 2013

ose proceduren of the Reportandards, nor gagements.

and reasonabls.

’ is defined as

estricted mark but not anxio

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2).

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ders voting fo

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position to in

f its net assets Transaction, ciates (includ900,000 for th3. Therefore,

es that we bert do not inclu do they const

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ket between aous vendor, ac

o Shareholders

ert reports un

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ment managernt had been re cash to Auror

anagement tea

of $900,000 t

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nfluence the e

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ding Andrew Bhe Managemen approval of th

elieve were reude verificatiotitute a review

y involves dete

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rs, we have ha

nder the Act.

s are:

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r (Manager) eached on ra. In am. The key

to Aurora

tion of the

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entity.

tantial holder uire assets arnes) are nt Contract he

quired in on work nor w in

ermining the

able, willing, s length.”

ad regard to

r

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BDO Corporate Finance (East Coast) Pty Ltd 2

Is it ‘reasonable’?

That is, the terms fair and reasonable are regarded as separate elements and are not regarded as a compound phrase.

Fair

RG 111.57 indicates that an offer is ‘fair’ if the value of the financial benefit to be provided by the entity to the related party is equal to or less than the value of the consideration being provided to the entity. The comparison should be made assuming a knowledgeable and willing, but not anxious, buyer and a knowledgeable and willing, but not anxious, seller acting at arm’s length.

In our opinion, the Proposed Transaction will be fair to the Non-associated Shareholders if the payment of $900,000 cash to Aurora (being the financial benefit provided to the related party) is equal to or less than the value of the Management Contract (being the consideration provided to the entity).

Reasonable

RG 111.60 indicates that an offer is ‘reasonable’ if it is 'fair'. It might also be ‘reasonable’ if, despite being ‘not fair’, the expert believes that there are sufficient reasons for security holders to vote for the proposal.

1.5. Limitations

General

In preparing the Report, ASIC requires the independent expert, when deciding on the form of analysis for a report, to bear in mind that the main purpose of the report is to adequately deal with the concerns that could reasonably be anticipated by those persons affected by the Proposed Transaction. In preparing the Report we considered the necessary legal requirements and guidance of the Act, ASIC Regulatory Guides and commercial practice.

The Report also includes the following information and disclosures:

Particulars of any relationship, pecuniary or otherwise, whether existing presently or at any time within the

last two years, between BDO East Coast Partnership or BDO (or antecedent firms) and any of the parties to

the Proposed Transaction

The nature of any fee or pecuniary interest or benefit, whether direct or indirect, that we have received or

will or may receive for or in connection with the preparation of the Report

We have been appointed as independent expert for the purposes of providing a Report for the Documents

That we have relied on information provided by the Directors and management of AWK (Management) and

that we have not carried out any form of audit or independent verification of the information provided

That we have received representations from the Directors in relation to the completeness and accuracy of

the information provided to us for the purpose of our Report.

Current Market Conditions

Our opinion is based on economic, market and other conditions prevailing at the date of this Report. Such conditions can change significantly over relatively short periods of time. Changes in those conditions may result in any opinion becoming quickly out dated and in need of revision. We reserve the right to revise any opinion, in the light of material information existing at the Report date that subsequently becomes known to us.

Reliance on Information

This Report is based upon financial and other information provided by AWK, its Directors and Management. We have considered and relied upon this information. We believe the information provided to be reliable, complete and not misleading, and we have no reason to believe that any material facts have been withheld.

Our procedures in the preparation of the Report involved an analysis of financial information and accounting records. This did not include verification work nor constitute an audit or review in accordance with Australian Auditing and Assurance Standards and consequently does not enable us to become aware of all significant matters that might be identified in an audit or review. Accordingly we do not express an audit or review opinion.

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BDO Corporate Finance (East Coast) Pty Ltd 3

It was not our role to undertake, and we have not undertaken, any commercial, technical, financial, legal, taxation or other due diligence, other similar investigative activities or valuations in respect of the Proposed Transaction. We understand that the Directors have been advised by legal, accounting and other appropriate advisors in relation to such matters, as necessary. We do not provide any warranty or guarantee as to the existence, extent, adequacy, effectiveness and/or completeness of any due diligence or other similar investigative activities by the Directors and/or their advisors.

We do not provide any warranty or guarantee that our inquiries have identified or verified all of the matters which an audit, extensive examination or ‘due diligence’ investigation might disclose. An opinion as to whether a corporate transaction is ‘fair and reasonable’ is in the nature of an overall opinion, rather than an audit or detailed investigation and it is in this context that we advise that we are not in a position, nor is it practical for us, to undertake such an extensive verification exercise.

It is understood that except where noted, the accounting information provided to us was prepared in accordance with generally accepted accounting principles (including adoption of Australian Equivalents to International Financial Reporting Standards) and prepared in a manner consistent with the method of accounting used by AWK in previous accounting periods.

1.6. APES 225

This engagement has been conducted in accordance with professional standard APES 225 Valuation Services, as issued by the Australian Professional and Ethical Standards Board.

1.7. Assumptions

In forming our opinion, we have made certain assumptions as outlined below:

Assumptions addressed in the valuation section.

Matters such as compliance with laws and regulations and contracts in place are in good standing, and will

remain so. There are no material legal proceedings, other than as publicly disclosed.

Information in relation to the Proposed Transaction that is distributed to Shareholders, or any information

issued by a statutory body is complete, accurate and fairly presented in all material respects.

Any publicly available information relied on by us is accurate, up to date and not misleading.

If the Proposed Transaction is implemented, it will be implemented in accordance with the publicly stated

terms.

The legal mechanisms to implement the Proposed Transaction are valid and effective.

There are no undue changes to the terms and conditions of the Proposed Transaction or complex issues

unknown to us from the date of issue of this Report.

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BDO Corporate

PROFIL2.

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BDO Corporate Finance (East Coast) Pty Ltd 5

A summary of key corporate events is provided below.

Table 2: Key corporate events

Date Key event

12 November 2004 Australasian Wealth Investments Limited is incorporated.

21 April 2004 AWK lists on the ASX.

8 February 2005 AWK’s existing management agreement was implemented between the Fat Prophets Australia Fund Limited (the original name of AWK) as the company and Fat Prophets as the fund manager.

29 July 2010 The management rights to the Fund were authorised by the Directors of AWK to be transferred from Fat Prophets to Merricks.

2 September 2010 The company announced that the majority of previously held equity instruments had been liquidated, with 97% of the portfolio in cash following the change in investment manager.

1 October 2010 The Fund announced its new investment mandate following the change in investment manager to Merricks.

31 May 2011 AWK provided $6.1 million of mezzanine funding to Digital Harbour Holdings for the construction of the new headquarters of Melbourne Water Corporation. The facility was provided for 15 months.

27 August 2012 AWK received the balance of the Digital Harbour loan repayment totaling $7.57 million, achieving a 17% p.a. effective interest rate.

28 March 2013 The Management Contract was transferred from Merricks to Aurora.

28 March 2013 Andrew Barnes acquired 19.9% of AWK, and was appointed a sub-manager of AWK on behalf of Aurora.

8 April 2013 AWK acquired a 49.6% stake in van Eyk for $13.3 million.

20 May 2013 EGM held, with AWK’s change in operating strategy released to Shareholders.

14 June 2013 The company name changed from ‘Merricks Capital Special Opportunity Fund Limited’ to ‘Australasian Wealth Investments Limited’.

13 August 2013 AWK announced details of the purchase of InvestSMART from Fairfax Media Limited for cash consideration of $7.0 million. AWK also entered into a trading halt prior to announcement of the Proposed Transaction.

15 August 2013 AWK announced details of a capital raising of approximately $10 million via a placement of 28.6 million shares at $0.35 per Share, as well as a subsequent Entitlement Offer at $0.35 per Share to raise approximately $6.7 million. AWK also announced details of the Proposed Transaction

28 August 2013 Annual report for FY13 released

19 September 2013 Shareholders approved the Placement.

20 September 2013 AWK altered the Entitlement Offer to increase the number of Shares available for subscription to two new Shares for every three existing Shares held. The subscription price remaining at $0.35 per Share.

25 September 2013 AWK announces the appointment of Ben Heap as CEO and Managing Director of the Company.

30 September 2013 AWK settled its acquisition of InvestSMART from Fairfax Media Limited.

Source: ASX announcements

2.2. Board of Directors and Key Management Personnel

AWK’s Directors and key management personnel are as follows:

Andrew Brown – Chairman, Non-Executive Director

John Reynolds – Non-Executive Director

Andrew Barnes - Executive Director

Alastair Davidson – Executive Director

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BDO Corporate Finance (East Coast) Pty Ltd 6

2.3. Net Tangible Asset Backing

As an LIC, AWK is required to report NTA backing on a monthly basis. We have compared AWK’s NTA against its ASX pricing between August 2011 and August 2013, as depicted below.

Table 3: ASX pricing against NTA pricing – August 2011 to August 2013

Source: Management

AWK has consistently traded at a discount to NTA over the two years preceding the announcement of the Proposed Transaction. The discount to NTA has ranged between 51% and 8% and was 27% as at 14 August 2013. Following the announcement of the Proposed Transaction, the discount to NTA has decreased and was 2.5% as at 30 September 2013.

We also note that AWK has underperformed the S&P/ASX 200 Index over the two years preceding the announcement of the Proposed Transaction. The S&P/ASX 200 Index increased by 24% over that period, whereas AWK’s ASX Share price declined by 59%.

The fall in both ASX pricing and NTA per Share in 2012 can be primarily attributed to the decline in value of one of AWK’s largest investments, being Straits Resources Limited. The share price of Straits Resources Limited fell from $0.78 per share as at 30 April 2012 to $0.12 per share as at 31 August 2012.

-

0.20

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0.60

0.80

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AWK ASX Pricing S&P/ASX 200 Index AWK NTA per Share

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BDO Corporate Finance (East Coast) Pty Ltd 7

2.4. Historical Financial Information

2.4.1. Financial performance

AWK’s statements of comprehensive income for the years ended 30 June 2011 (FY2011), 30 June 2012 (FY2012) and 30 June 2013 (FY2013) are set out below:

Table 4: Statements of Comprehensive Income

$ FY11 Audited

FY12 Audited

FY13 Audited

Dividends received 200,890 - -

Trust distributions 12,800 - -

Interest received 740,799 1,272,546 332,841

Other income 250 - -

Total revenue 954,739 1,272,546 332,841

Administrative expense (63,934) (63,345) (56,210)

Management fees (400,226) (350,146) (201,310)

Audit fees (31,604) (72,486) (48,019)

Share registry fees (33,874) (20,567) (31,659)

Directors' fees (73,700) (73,700) (79,500)

Company secretarial fees (21,833) (22,000) (21,756)

ASX listing fees (24,236) (24,624) (23,999)

Legal fees (7,584) (4,253) (7,965)

Tax fees (14,300) (14,299) (10,421)

Other (59,933) (48,441) (45,973)

Total expenditure (731,224) (693,861) (526,812)

Change in fair value of financial assets at fair value through profit or loss

2,403,282 (11,364,791) (6,569,635)

Operating (loss)/profit before income tax expense 2,626,797 (10,786,106) (6,763,606)

Income tax expense (1,124,850) (313,203) (241,910)

Operating (loss)/profit after income tax expense 1,501,947 (11,099,309) (7,005,516)

Basic and diluted profit/(loss) in cents per share 5.25 (38.90) (24.57)

Source: AWK Annual Report 2012, AWK Annual Report 2013

We note the following:

AWK’s revenue in FY12 and FY13 was limited to interest income, derived primarily from the Digital Harbour

loan which was repaid on 27 August 2012. Funds from this loan were reinvested in AWK’s acquisition of 49.6%

of the equity in van Eyk on 8 April 2013.

AWK paid management fees of $0.40 million in FY11, $0.35 million in FY12 and $0.20 million in FY13. The

declining figure paid is a result of decreasing net assets as at each balance date over the period. Management

fees are charged at the rate of 1.25% p.a. of net assets payable monthly.

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BDO Corporate Finance (East Coast) Pty Ltd 8

2.4.2. Financial position

AWK’s statements of financial position as at 30 June 2011, 30 June 2012 and 30 June 2013 are set out below:

Table 5: Consolidated Statements of Financial Position

$ As at 30 Jun 2011 Audited

As at 30 Jun 2012 Audited

As at 30 Jun 2013 Audited

Current assets

Cash and cash equivalents 3,205,861 11,427 2,875,399

Trade and other receivables 142,585 11,223 3,126,124

Prepayments 9,677 9,680 10,670

Financial assets at fair value through profit or loss

21,781,218 13,437,798 7,833,442

Loans - 7,375,965 -

Total current assets 25,139,341 20,846,093 13,845,635

Non current assets

Deferred tax assets 708,094 241,910 -

Loans 6,230,139 - -

Total non current assets 6,938,233 241,910 -

Total assets 32,077,574 21,088,003 13,852,049

Current liabilities

Bank overdraft - 201,833 -

Trade and other payables 80,309 96,369 73,665

Total current liabilities 80,309 298,202 73,665

Non current liabilities

Deferred tax liabilities 108,155 - -

Total non current liabilities 108,155 - -

Total liabilities 188,464 298,202 73,665

Net assets 31,889,110 20,789,801 13,771,970

Equity

Share capital 28,629,952 28,629,952 28,617,637

Retained earnings 3,259,158 (7,840,151) (14,845,667)

Total equity 31,889,110 20,789,801 13,771,970

Source: AWK Annual Report 2012, AWK Annual Report 2013

We note the following:

The asset ‘loans’ relates to a secured loan over Digital Harbour, a construction project at 990 LaTrobe Street, Melbourne. The facility was provided for a period of 14 months, accrued interest at a rate of 17% p.a. and was repaid on 27 August 2012. On repayment, net cash and cash equivalents increased by $4.1 million.

The value of AWK’s financial assets declined by $11.4 million in FY12 and $6.6 million in FY13. The large decline in FY12 is predominantly attributed to AWK’s exposure to an investment in Straits Resources Limited, a mid-sized gold-copper company listed on the ASX. Between 30 April 2012 and 30 June 2012 the value of Straits Resources Limited fell by 85% due to the “cash consumptive Mt. Muro operation”, amongst other reasons.

As such, the net assets of the Company have fallen from $31.9 million as at 30 June 2011 to $13.8 million as at 30 June 2013. Subsequent to 30 June 2013, AWK raised approximately $9.5 million net proceeds through the Placement which was approved by Shareholders on 19 September 2013, increasing the net assets of AWK by 69% to approximately $23.3 million (excluding movements in other assets and liabilities).

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BDO Corporate Finance (East Coast) Pty Ltd 9

2.4.3. Portfolio and sector allocation as at 30 June 2013

A breakdown of AWK’s investment portfolio by value following the Placement, but prior to the Entitlement Offer and the Proposed Transaction, is provided below.

Table 6: Consolidated Statements of Financial Position

Asset class 30 June 2013 Receipt of trade

payables

Placement (Net

proceeds)

Purchase of van Eyk,

InvestSMART

Disposal of listed

securities

Pro forma 30 Sep 2013

Cash 2,875 3,126 9,510 (11,712) 464 4,263

Trade and other receivables 3,126 (3,126) -

Prepayments 11 11

Financial assets at fair value through profit/(loss)

Lantern Hotel Group 464 (464) -

Straits Resources Limited 710 710

Van Eyk Group Holdings (unlisted)

6,658 4,660 11,318

InvestSMART - 7,052 7,052

Company issued options 2 2

Total asset value 13,846 - 9,510 - - 23,356

Source: AWK Annual Report 2013, Management

We note that subsequent to 30 June 2013, AWK has fully divested its shareholding in Lantern Hotel Group in line with AWK’s stated change in strategy. Cash was increased by the collection of trade receivables and the receipt of funds form the Placement. AWK acquired a further 35% of vEGH in July 2013 for $4.7 million. This was funded by cash and receivables held at 30 June 2013. The Company is looking to divest its remaining interests in Straits Resources Limited in order to pursue further acquisitions in the wealth management industry.

2.5. Capital Structure and Ownership

As at 1 October 2013 AWK had 57,106,255 ordinary Shares on issue. The top 10 shareholders of AWK as at 1 October 2013 are summarised in the table below:

Table 7: Top 10 Shareholders as at 16 August 2013

Shareholder Number of Ordinary Shares held

Percentage of Total Ordinary Shares held

Andrew Barnes 5,672,744 9.9%

J P Morgan Nominees Australia Limited 3,709,580 6.5%

RBC Investor Services Australia Nominees Pty Limited <BKcust A/C> 3,636,426 6.4%

UBS Nominees Pty Ltd 3,085,978 5.4%

Bond Street Custodians Limited <van Eyk Blueprint Bal A/C> 2,998,189 5.3%

National Nominees Limited 2,543,089 4.5%

BNP Paribas Noms Pty Ltd <DRP> 885,482 1.6%

Sandhurst Trustees Ltd <TBF Small Cap Val Growth A/C> 857,142 1.5%

Demeta Pty Ltd 714,286 1.3%

Farnworth House Pty Ltd 714,286 1.3%

Top 10 Shareholders 24,817,202 43.5%

Other Shareholders 32,289,053 56.6%

Total 57,106,255 100.0%

Source: AWK Annual Report 2013

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BDO Corporate Finance (East Coast) Pty Ltd 10

AWK will provide an Entitlement Offer for Shareholders to subscribe for two new AWK Shares for every three AWK Shares held, to be put to the Shareholders at the Meeting. If the full Entitlement Offer is subscribed, funds of $13.3 million will be raised. The resulting pro forma capital structure of AWK (assuming full subscription) is shown below:

Table 8: Capital Structure following the Entitlement Offer (full subscription)

Shareholder Number of

Ordinary Shares held

Entitlement Offer Shares

subscribed for

Shareholding following

Entitlement Offer

Percentage of Total Ordinary Shares

held

Andrew Barnes 5,672,744 3,781,829 9,454,573 9.9%

Other existing Shareholders 22,833,511 15,222,340 38,055,851 40.0%

Placement Shareholders 28,600,000 19,066,667 47,666,667 50.1%

Total 57,106,255 38,070,836 95,177,091 100.0%

Source: AWK Placement & Entitlement Offer term sheet

Management advise that Placement Shareholders and Andrew Barnes both intend to take up their allocation of Entitlement Offer Shares. If the Non-associated Shareholders do not take up their allocation of the Entitlement Offer rights, the minimum amount of funds raised will be $8.0 million. The resulting pro forma capital structure of AWK (assuming Non-associated Shareholders do not subscribe) is shown below:

Table 9: Capital Structure following the Entitlement Offer (partial subscription)

Shareholder Number of

Ordinary Shares held

Entitlement Offer Shares

subscribed for

Shareholding following

Entitlement Offer

Percentage of Total Ordinary Shares

held

Andrew Barnes 5,672,744 3,781,829 9,454,573 11.8%

Other existing Shareholders 22,833,511 - 22,833,511 28.6%

Placement Shareholders 28,600,000 19,066,667 47,666,667 59.6%

Total 57,106,255 22,848,496 79,954,751 100.0%

Source: AWK Placement & Entitlement Offer term sheet

We note that the Directors have discretion to place the shortfall at a price of not less than $0.35 per Share.

2.6. Share Price Analysis

We have considered the trading activity and the ASX market price for AWK in the period leading up to 14 August 2013 (being one day prior to the date of preliminary announcement of the Proposed Transaction on 15 August 2013). The table below summarises trades over the year up to 14 August 2013:

Table 10: Volume Weighted Average Share Price of Daily Trades

High

($) Low ($)

VWAP ($)

Total Volume Traded (‘000s)

Annualised Turnover (%)

Average Bid/Ask Spread (%)

As at 14 August 2013 - - - - - -

1 month to 14 August 2013 0.36 0.33 0.35 99 3.8% 2.11%

3 months to 14 August 2013 0.45 0.28 0.36 519 7.1% 2.55%

6 months to 14 August 2013 0.53 0.28 0.44 1,758 12.5% 2.88%

12 months to 14 August 2013 0.53 0.28 0.43 3,141 11.0% 2.80%

Sources: Capital IQ, BDO analysis Legend: VWAP denotes volume weighted average share price.

We note the following with respect to the share trading of AWK over the trading period:

The last closing price in the above trading period was $0.35 per share on 31 July 2013.

The Shares traded between $0.28 per share and $0.53 per share in the year to 14 August 2013.

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BDO Corporate Finance (East Coast) Pty Ltd 11

VWAP prices are observed to be on a downward trend.

There is low trading volume over the period, as the total traded volume of shares over the 12 months to 14 August 2013 was approximately 11.0% of the total weighted average number of Shares on issue over the period.

Over the year analysed, there were 126 days of trading activity out of a total of 253 trading days.

The average bid-ask spread over each period ranged from 2.11% to 2.88% which typically indicates a moderate level of liquidity.

The ASX value of AWK per Share since the announcement of the Proposed Transaction has ranged between $0.39 and $0.54 per Share.

Table 11: AWK Share price movement over the year to 14 August 2013

Source: Management

We note that AWK has traded at a discount to NTA backing (excluding deferred revenue tax assets) over the entire trading period, at a discount that ranged between 8% and 44%. Following the announcement of the Proposed Transaction, the discount to NTA has decreased and was 2.5% as at 30 September 2013.

A brief description of key events over the trading period is provided below:

Table 12: Key corporate events

Event Date Key event

A 27 Aug 12 Portfolio update stating that the Digital Harbor loan has been repaid.

B 22 Nov 12 Annual general meeting held.

C 26 Feb 13 Release of FY13 half year accounts.

D 12 Jun 13 Change of Company name and ASX ticker

Source: ASX announcements

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0.10

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Volume (millions)Share Price $

Volume AWK ASX Pricing S&P/ASX 200 Index AWK NTA

A

C

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BDO Corporate

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anagement fee

t Contract has

our rationale

ethodology sum

gy Conside

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oposed Transanvestment ma

et price of list

opriate in valun. Appendix

appropriate mthe following

ed to market

e cashflows.

a definite life

for our choic

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eration

yed.

nagement Contate the value.

nagement Contd from the NTA

nagement Cont

y transaction qual to or less assuming a knseller acting a

considered fact.

action, we havanagement bu

ted securities

uing particula3 provides a s

methodology in reasons:

monthly, whic

e, as the agre

e of methodo

tract has a defin

tract does not h of AWK.

tract is not trad

is ‘fair’ if thes than the valnowledgeable at arm’s lengt

ir, the amoun

ve determinedsiness. We ha

(share marke

r companies, summary of th

n valuing the M

ch provides an

eement conclu

ology in the ta

nite life. A capi

have a net asset

ded on an excha

e value of the ue of the cons and willing, bh.

t paid to Auro

d the value ofve considered

et trading met

based on the he valuation m

Management C

n accurate sta

udes on 20 Ap

ble below:

italisation mult

t value, as the v

ange.

financial bensideration beibut not anxiou

ora must be e

f the Managemd the followin

thod).

circumstancemethodologies

Contract is th

arting position

ril 2030.

tiple is expected

value of the co

13

nefit to be ing provided us, buyer and

qual to or

ment Contractg valuation

es of that s considered.

he discounted

n on which to

d to

ntract is

t

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BDO Corporate

4.2.1.

We havprepare

Further

4.3. Valuati

In orderconsidepreviou

We hav

4.4. Valuati

As the ato be it

VALUAT5.

5.1. Overvie

To dete

The

The

5.2. Valuati

Our asse

Table 14

$’000s

AWK an

Post-ta

Net pre

Net pre

Fair m

Source: Note:

Based orange $

e Finance (East

Discounted

e valued the Med cash flows

Managemen

Base manag

No performa

NTA increas

Portfolio div

There are no

r analysis of th

on Cross-Che

r to provide aered the multius transactions

e also conside

on of the Con

amount to be ts fair market

TION OF THE

ew

ermine the fai

e forecast cash

e expected ma

on Summary

essment of th

4: Valuation su

s unless stated

nnual return on

ax discount rate

esent value of t

esent value of t

arket value of

BDO analysiThe above m

on the above, $1.1 million to

Coast) Pty Ltd

cash flow va

Management C for the Manag

t Contract ex

ement fee of

ance fees are

ses at 9.50% p

vidend yield p

o additional c

he key underly

eck

dditional evidple of the cons as a seconda

ered a previou

nsideration

paid by AWK value.

E MANAGEM

ir market valu

h inflows deriv

arginal costs a

he fair market

ummary of the M

otherwise

n FUM

e

the managemen

the marginal co

the Manageme

is may include rou

we have estimo $1.9 million.

luation

Contract usinggement Contra

piry date of 2

1.25% p.a.

generated

.a.

paid is 4.25% o

capital raisings

ying assumpti

dence of the fnsideration paary valuation m

us transaction

is $900,000 in

MENT CONTR

ue of the Mana

ved from man

an external fun

t value of the

Management C

nt fees

st of managing

ent Contract

unding differen

mated the fai

g the discountact with the f

20 April 2030

of NTA as at p

s.

ons is contain

fair market vaaid for managemethodology,

n in the Manag

n cash to Auro

RACT

agement Cont

naging the asse

nd manager w

Management

Contract

AWK

nces

r market valu

ted cash flow following key

eriod end

ned at Section

alue of the Maement rights t as detailed in

gement Contra

ora, we consid

tract we have

ets of AWK

would incur in

Contract is s

Ref

5.3

5.5

5.3

5.4

e of the Mana

methodologyassumptions:

n 5 of our Rep

nagement Conto the base mn Section 6.

act in March 2

der the face va

considered th

managing AW

et out below:

f Low

3 9.50%

5 13.0%

3 2,346

4 (1,216)

1,131

agement Contr

y. Managemen

port.

ntract, we hamanagement fe

2013.

alue of the co

he following:

WK.

High

11.0%

12.0%

3,224

(1,291)

1,933

ract to be wit

14

t have

ve ee from

onsideration

Mid

10.3%

12.5%

2,785

(1,253)

1,532

thin the

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BDO Corporate Finance (East Coast) Pty Ltd 15

5.3. Management Fees

The key assumptions adopted by BDO in estimating the forecast base management fees which would be avoided assuming the continuation of the Management Contract include the following:

The starting funds under management (FUM) figure comprises:

- the total asset value of AWK as at 30 June 2013 of $13.8 million

- the net funds raised under the Placement of $9.5 million (as per Section 2.4.3).

- the funds raised under the Entitlement Offer. In the high case we assume that all Shareholders take up their rights with gross funds raised of approximately $6.7 million. In the low case we assume that of all the eligible Shareholders, only Andrew Barnes and the Placement Shareholders take up the rights issue, raising approximately $4.9 million in gross funds. In either case, net capital raised is determined by deducting expenses of $0.7 million from the gross proceeds.

FUM is assumed to grow at the long term market rate over the period. We have taken the market rate to range between 9.5% (provided by Management) and 11.0%, comprising the 10 year average of 10 year government bonds plus the long term market risk premium.

The portfolio dividend yield is 4.25% p.a. of the NTA each period, given by Management.

The base management fee is calculated as 1.25% p.a. of FUM as per the Management Contract. As per Section 4.2.1 we have not considered performance fees.

The discount rate and tax rate are discussed in Section 5.5 and Section 5.6 respectively.

The base management fees calculated for Year 1 and over the term of the contract are shown below.

Table 15: Valuation summary of the Management Contract

$’000s unless stated otherwise Low High Mid

Funds under management (Beginning of Year 1) 30,619 35,947 33,283

Base management fee payable (Year 1) 392 463 428

Present value base management fee payable (Term of contract) 2,346 3,224 2,785

Source: BDO analysis

We have calculated the net present value of the management fees over the life of the Management Contract to range between $2.3 million and $3.2 million.

5.4. Marginal Costs of Managing AWK as an LIC

We note that Andrew Barnes has agreed to provide management services to AWK for $50,000 p.a. plus options to be issued for the next two years. However, as Andrew Barnes holds a 9.9% equity stake in AWK, this transaction is between related parties.

Furthermore, we note that Ben Heap has been appointed the CEO and Managing Director of AWK with an expected commencement date of 12 December 2013. Mr Heap’s appointment will facilitate AWK’s change in strategy from an LIC to an operating business in the wealth management industry. The total remuneration arrangement for this role is $475,000 in addition to discretionary annual short term incentives. Management advise that this role requires greater involvement than if AWK were to operate as an LIC investing predominantly in ASX-listed companies. We have not considered this salary to be indicative of the marginal cost of managing AWK as an LIC.

As such, we have considered what the marginal cost to AWK would be for the services of an investment manager if AWK were to continue operating as an LIC at an arm’s length for the full duration of the Management Contract.

From discussions with Management, the marginal cost of managing AWK as an LIC on an arm’s length is estimated to be $225,000 in the first year. The cost of $225,000 includes 50% of the time for a senior employee and 100% of the time for a junior employee and associated on-costs, together with administrative costs of $25,000. These costs are expected to increase by 2.5% p.a. It is assumed that the acquirer of the Management Contract has sufficient infrastructure to manage the contract and that other marginal costs would be immaterial.

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BDO Corporate

The ma

Table 16

$’000s

Margina

Presen

Source:

We havManagediscusse

5.5. Discoun

For the compon

5.6. Taxatio

For the discoun

VALUAT6.

6.1. Compar

In orderthe conmanage

Table 1

Date

Sep 20

Oct 201

Jun 201

Apr 201

Feb 20

Source:

The marange frmore resignificacover e

6.2. Previou

We noteAurora

e Finance (East

arginal costs o

6: Marginal cos

s unless stated

al costs of man

t value margina

BDO analysi

e calculated tement Contraced in Section

nt Rate

purpose of ounents that com

on

purpose of ounted cash flow

TION CROSS

rable Interna

r to provide ansideration froement fees as

17: Valuation c

Entity

13 AWK

12 DUET G

12 Australia

11 Spark In

11 Qube Lo

BDO analysi

anagement rigrom 4.3x to 5epresentative antly less thanxpected fixed

us Sale of Man

e that the Maon 28 March 2

Coast) Pty Ltd

f managing AW

sts of managing

otherwise

aging AWK (Yea

al costs of mana

is

the net presenct to range be 5.5 and Secti

ur analysis wemprise this dis

ur analysis wews are on a pos

-CHECK

alisation of Ma

dditional evidom previous m a secondary v

cross check – C

Group

an Infrastructur

frastructure

ogistics Holdings

is

ht considerati.9x, with the of the fair man that of the cd costs associa

nagement Co

nagement Con2013.

WK calculated

g AWK

ar 1)

aging AWK (Term

nt value of thetween $(1.2) ion 5.6 respe

e have estimatscount rate ar

e have assumest-tax basis us

anagement Co

dence of the fmanagement rivaluation met

onsideration as

re Fund

s

ion to base m Proposed Traarket value ofcomparable trated with the

ntract

ntract was pre

d for Year 1 an

m of contract)

e marginal co million and $ctively.

ted a post-taxre discussed in

ed that AWK psing a post-tax

ontract Trans

fair market vaight internalisthodology.

s a proportion

anagement fensaction fallinf the managemransactions. T Management

eviously excha

nd over the te

osts of managi(1.3) million.

x discount ratn Appendix 4

pays tax at thex discount rat

sactions

alue of the Masation transac

of FUM

Consid($ m

ee multiples (eng below this ment fee righThis smaller ba Contract.

anged on an a

erm of the con

Low

(225)

(1,216)

ng AWK over The discount

e for AWK of .

e marginal taxte.

nagement Conctions since 20

derationmillions) Ma

0.9

95.6

55.0

49.0

40.0

excluding the range. We cots as AWK’s baase managem

arms-length ba

ntract are sho

High

(225)

(1,291)

the life of thet rate and tax

12.0% to 13.0

x rate of 30%.

ntract, we ha011 to their hi

Base anagement

Fees

M

0.4

19.2

12.8

8.3

7.3

e Proposed Traonsider the DCase managem

ment fee has le

asis between

16

own below.

Mid

(225)

(1,253)

e rate are

%. The

As such, the

ve compared istorical base

Multiple of BaseManagementFees (times

2.1

5.0

4.3

5.9

5.5

ansaction) CF valuation ment fee is ess scope to

Merricks and

e t )

1

0

3

9

5

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BDO Corporate

FAIRNE7.

7.1. Fairnes

In orderAurora w

The res

Table 1

$’000s

Amoun

Fair ma

Source:

From thManageShareho

REASON8.

In accormay be

The fac

8.1. Factors

8.1.1.

The Promanage

Total fuOffer) aaddition(approx69% to $

We notepremiumone) traNTA ovethat on industryannouncas at 30

8.1.2.

We note28 Marc

e Finance (East

ESS ASSESSM

ss

r to determinewith our asses

sult of our fair

18: Fairness an

s unless stated

t paid to Aurora

arket value of t

BDO analysi

he above, the ement Contracolders.

NABLENESS

rdance with R reasonable if

ctors that we h

s

Movement f

oposed Transaement industry

unds raised froare required tnal working caximately $9.5 $23.3 million.

e that LIC’s inms/discounts ade at an averer the full yea implementaty, the businescement of the0 September 2

Previous ar

e that the Mach 2013.

Coast) Pty Ltd

ENT

e whether thessed value of

rness analysis

nalysis

otherwise

a

the Managemen

is

value of the act. Therefore,

RG 111, an offf there are suf

have consider

from an LIC to

action would fy.

om the Placemto fund the acapital and fun million) have .

n general trad to NTA each mrage discount ar to 14 Augustion of AWK’s ss will be conse Proposed Tr2013.

m’s length tr

nagement Con

e Proposed Tra the Managem

is summarised

t Contract

amount payab in our opinio

fer is considerfficient reason

red are set ou

o an operatin

facilitate AWK

ment of $10.0quisition of In

nd the Propose increased the

e at a discounmonth. As at J to NTA of 7.2st 2013. This dnew strategy sidered by invransaction AW

ansaction

ntract was pre

ransaction is "fment Contract.

d below.

Ref

4.4

5.2

ble to Aurora on, the Propos

red to be reasns for the sha

t below:

ng business

K’s transition f

0 million (and nvestSMART, ced Transactioe pro forma n

nt to NTA. TheJuly 2013, LIC2%. As discussdiscount has r to become an

vestors on an eWK’s discount t

eviously excha

fair", we have.

is less than thsed Transactio

onable, if it isareholders to a

from an LIC to

up to $13.3 mcomplete the n. The net funet assets of A

e ASX publisheCs that focus oed in Section

ranged between operating buearnings multito NTA has lar

anged on an a

e compared th

Low

900

1,131

he range of faon is fair for th

s fair. Howeveaccept the off

o an operating

million from thpartial acquisnds raised fro

AWK from the

es a databaseon Australian 2.6, AWK hasen 8% and 44%usiness in the iple rather thargely been red

arms-length ba

he amount pay

High

900

1,933

air values of thhe Non-associ

er, even if it ifer.

g business in t

he related Entsition of van Eom the Placem 30 June 2013

e of LIC shares (of whs traded at a %. Managemen wealth manaan by NTA. Siduced, decrea

asis for $900,0

17

yable to

Mid

900

1,532

he iated

is not fair it

the wealth

titlement Eyk, provide ment balance by

ich AWK is discount to nt expect gement nce the asing to 2.5%

000 on

d

0

2

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BDO Corporate Finance (East Coast) Pty Ltd 18

8.1.3. Additional management fee savings for AWK

Our fairness assessment calculations assume that AWK would not raise any additional capital over the remaining period in the Management Contract. Any funds that would have been raised over the remainder of the Management Contract would generate additional management fees which would not be payable if the Proposed Transaction is approved by Non-associated Shareholders.

Furthermore, we have not attributed any value to the Performance Fees saved that may have become payable under the Management Contract over the remaining period. Any outperformance greater than 15% above the S&P/ASX 300 Accumulation Index over a 3 year period would generate additional management fees that the internalisation of the Management Contract would negate.

8.1.4. Choice of Manager will not be reliant on the terms of the Management Contract

As detailed in Section 3.1, the Management Contract contains several clauses whereby AWK could instigate a change in investment manager for cause which includes breach of contract, non-performance of reporting or other duties or poor investment results. Management advise that it is difficult to instigate a change in investment manager without cause.

If the Proposed Transaction is implemented then this management agreement will not apply to future performance as the management team will be an internal function of AWK. Management advise that AWK will have greater autonomy over the make-up of the management team if the Proposed Transaction is approved.

8.1.5. Change in Manager from Aurora to internally provided services

By implementing an internalised management model, AWK will no longer have access to the support provided by Aurora’s investment management team. However, this loss of experience is mitigated as Andrew Barnes has been appointed the sub-manager of AWK on behalf of Aurora. He is expected to be retained by AWK in an investment advisory role following the Proposed Transaction for $50,000 p.a. plus options to be issued over the next two years.

We note that AWK are already implementing their strategy of moving away from being an LIC and becoming an operating business in the wealth management industry through their appointment of Ben Heap as CEO from December 2013, in addition to the acquisitions of van Eyk and InvestSMART.

8.1.6. Transaction costs

AWK will incur additional transaction costs (legal fees, independent expert and others) regardless of whether the Proposed Transaction is approved or not.

8.2. Reasonableness Conclusion

We have concluded in Section 7.1 that the Proposed Transaction is fair to the Non-associated Shareholders. In accordance with RG 111 an offer is considered to be reasonable, if it is fair.

If the Proposed Transaction is approved, it will enable AWK to pursue its stated change in strategy from being an LIC to an operating business in the wealth management industry. This change in operations has already begun with the acquisition of 49.6% of van Eyk in April 2013, a further 35% of van Eyk in July 2013 and the acquisition of InvestSMART in August 2013.

We conclude that the Proposed Transaction in accordance with the Documents is fair and reasonable to the Non-associated Shareholders. F

or p

erso

nal u

se o

nly

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BDO Corporate

QUALIF9.

9.1. Qualific

BDO hasmergersreports

Mr DaviCoast P

Mr McCocompanadvisingconside

Mr SebaBDO Eas

Mr Stevvaluatiocross-boto have

9.2. Indepen

We are groundsto the pindepen

We werto the Pdate of capableWe con

We will$27,500Transacas being

We relethat thefurther PlacemeManage

9.3. Disclaim

This Rethat staSharehoother thresponsThe staconside

e Finance (East

FICATIONS A

cations

s extensive exs and acquisit pursuant to t

d McCourt, BBartnership. M

ourt has over ny valuations, g on mergers aered to have t

astian Stevensst Coast Partn

vens has over 2ons and transaorder services

e the appropri

ndence

not aware of s of independeprovisions of andence issued

re not involvedProposed Tran this Report, de of affecting sider ourselve

receive a fee0 (plus GST anction, and accg capable of a

eased a draft re Proposed Tr discussions went is not sub

ement Contrac

mer

port has beenated in this Reolders. Accordhan the Directsibility to any tements and o

eration and ass

Coast) Pty Ltd

ND DECLARA

xperience in ttions. BDO holthe Listing Rul

Bus, CA, is a dMr McCourt is t

14 years expe financial modand acquisitiohe appropriat

s, BBus, CPA anership. Mr Ste

20 years expeaction advisors including intate experienc

any matter oence either unapplicable prod by Australian

d in advising onsaction, othedo not hold an our ability to es to be indep

e based on thend disbursemecordingly, we affecting our a

report to AWKransaction waswith AWK regabject to the Shct following th

n prepared at eport. This Redingly, this Retors and Non- person other opinions contasessment of in

ATIONS

he provision olds an Australiles of the ASX

director of BDthe director re

erience in a ndelling, prepaons and advisite experience

and ACA, is a devens has bee

erience all aspry services. Heternational coce and profess

r circumstancnder regulatoonouncementsn professional

on, negotiatiner than the preny shareholdin provide an un

pendent in ter

e time spent ients). We will do not have aability to give

K for review os ‘not fair butrding the timihareholders aphe approval of

the request oport has been

eport and the associated Sh than the Direained in this Rnformation pr

of corporate fian Financial S

X and the Act.

DO Corporate Fesponsible for

umber of specaration and reng on indepen and professio

director of BDen responsible

pects of corpoe also has signoordination of sional qualific

ce that would ry or professios and other gu accounting b

ng, setting, oreparation of tng in, or othenbiased opiniorms of RG 112

in the prepara not receive aany pecuniary e an unbiased

of factual accut reasonable’.ing of the Placpproving the Pf the Placeme

of the Directorn prepared for information careholders wi

ectors, and NoReport are givrovided by the

finance adviceServices Licen

Finance. Mr Mr the review o

cialist corporaview of businendent expert ronal qualificat

DO Corporate Fe for the revie

rate advisory nificant exper assignments. cations to prov

preclude us fonal requirem

uidance statemodies and ASI

r otherwise acthis Report. Fur relationshipon in relation .

ation of this Rany fee contin or other inter opinion in rel

uracy on 2 Sep Subsequent tcement. FromProposed Tranent by Shareho

rs and was notr the sole bencontained hereithout our wrion-associated ven in good fae Directors, ex

e, particularlynce, issued by

McCourt is alsof this Report.

ate advisory aess feasibilityreports. Accortions to provid

Finance. Mr Stew of this IER.

including merience in provi Accordingly, vide the advic

from preparingments. In partiments relatingC.

cting in any caurther, we ha with AWK tha to the Propos

eport in the agent upon therests that couation to the P

ptember 2013to issuing this

m these discusnsaction. We holders on 19 S

t prepared forefit of the Direin may not btten consent.Shareholders ith and are baxecutives and

y in respect ofy ASIC, for givi

o a partner of

activities incluy studies, accordingly, Mr Mcde the advice

tevens is also .

rgers and acqiding internat Mr Stevens isce offered.

g this Report icular, we havg to profession

apacity for AWave not held aat could be resed Transactio

amount of appe outcome of uld reasonablyProposed Tran

. This report cs report we hassions we notehave now valuSeptember 201

r any purposerectors and N

be relied upon We accept n in relation toased upon our Management

19

f takeovers, ing expert

BDO East

uding ounting, cCourt is offered.

a partner of

uisitions, ional and considered

on the ve had regard nal

WK in relation nd, at the

egarded as on.

proximately the Proposed

y be regarded nsaction.

concluded ave had e that the ued the 13.

e other than on-associated by anyone o

o this Report. r of AWK.

d

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BDO Corporate Finance (East Coast) Pty Ltd 20

APPENDIX 1 : SOURCES OF INFORMATION

In preparing this Report, we have had access to and relied upon the following principal sources of information:

AWK Annual Report 2012, 2013

AWK ASX announcements

Discussions with AWK management

Information and research sourced from Capital IQ and Bloomberg

Other publically available information

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BDO Corporate Finance (East Coast) Pty Ltd 21

APPENDIX 2 : GLOSSARY

Act Corporations Act 2001 (Cth)

AWK or the Company Australasian Wealth Investments Limited

ASIC Australian Securities and Investments Commission

ASX Australian Securities Exchange

Aurora Aurora Funds Management Limited

BDO, we, us or our BDO Corporate Finance (East Coast) Pty Ltd (ABN 70 050 038 170)

CAPM Capital asset pricing model

Placement A capital raise of approximately $10 million via a placement of 28.6 million Shares at $0.35 per Share to domestic professional and sophisticated investors

DCF Discounted cash flow

Directors Directors of AWK

Documents Notice of Meeting and accompanying Explanatory Memorandum that are to be provided by the Directors in relation to the Proposed Transaction

Entitlement Offer 1 for 3 Share offer to Shareholders at $0.35 per Share to raise approximately $6.7 million

EGM Extraordinary general meeting

Fat Prophets Fat Prophets Funds Management Australia Pty Limited

FOS Financial Ombudsman Service Limited

FSG Financial Services Guide

FUM Funds under management

FY20XX Financial year ended/ing 30 June 20XX

LIC Listed investment company

Licence Australian Financial Services Licence (License No: 247420)

LR10.1 ASX Listing Rule 10.1

Management AWK management

Management Contract AWK’s investment management contract

Manager The investment manager of AWK as set out in the Management Contract

Meeting A general meeting of Shareholders to be convened

Non-associated Shareholders Shareholders other than those directly involved in the Proposed Transaction or associated with such persons

Merricks Merricks Capital Pty Limited

NTA Net tangible assets

Proposed Transaction The internalisation of AWK’s Management Contract in exchange for payment of $900,000 cash to Aurora

Report or IER This independent expert’s report

RG 111 ASIC Regulatory Guide 111 Content of expert reports

RG 112 ASIC Regulatory Guide 112 Independence of experts

Shareholders All shareholders of AWK

Van Eyk van Eyk Research Pty Limited

vEGH van Eyk Group Holdings Pty Limited

VWAP Volume weighted average trading prices

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BDO Corporate Finance (East Coast) Pty Ltd 22

APPENDIX 3 : VALUATION METHODS

In conducting our assessment of the fair market valuation, the following commonly used business valuation methods have been considered:

Discounted cash flow

The DCF method is based on the premise that the value of a business or any asset is represented by the present value of its future cash flows. It requires two essential elements:

The forecast of future cash flows of the business asset for a number of years (usually five to ten years)

The discount rate that reflects the riskiness of those cash flows used to discount the forecast cash flows

back to net present value

DCF is appropriate where:

The businesses’ earnings are capable of being forecast for a reasonable period (preferably five to ten

years) with reasonable accuracy

Earnings or cash flows are expected to fluctuate significantly from year to year

The business or asset has a finite life

The business is in a 'start up' or in early stages of development, or

The business has irregular capital expenditure requirements

The business involves infrastructure projects with major capital expenditure requirements

The business is currently making losses but is expected to recover

Capitalisation of earnings

This method involves the capitalisation of estimated normalised earnings by an appropriate multiple. Normalised earnings are the assessed sustainable earnings that can be derived by the business and excludes any one off profits or losses. An appropriate earnings multiple is assessed by reference to market evidence as to the earnings multiples of comparable companies or transactions.

This method is suitable for the valuation of businesses with indefinite trading lives and where earnings are relatively stable or a reliable trend in earnings is evident.

Net realisable value of assets

Asset based valuations involve the determination of the market value of a business based on the net realisable value of the assets used in the business.

The net realisable value of assets involves:

Separating the business or entity into components which can be readily sold, such as individual business

units or collections of individual items of plant and equipment and other assets

Ascribing a value to each based on the net amount that could be obtained for this asset if sold.

Share market trading history

The application of the price that a company’s shares trade on the ASX is an appropriate basis for valuation where:

The shares trade in an efficient market place where ‘willing’ buyers and sellers readily trade the

company’s shares

The market for the company’s shares is active and liquid.

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BDO Corpo

APPEND

When appdiscountewell as th

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BDO Corpo

Table 19:

Go

Au

Source:

Notes: The

CPI assump

equation,

Equity m

Australiaclassical market ri

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The betathe mark

The beta

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rical risk premered the varioappropriate.

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24

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tember 2013.

ng the Fisher

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ut below:

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BDO Corporate Finance (East Coast) Pty Ltd 25

Table 20: Comparable company beta data as at 30 September 2013

Company Market

Cap ($million)

Enterprise Value

($million)

Debt to Equity (%)

Equity Beta Asset Beta

R-squared

Australasian Wealth Investments Limited 27 16 0% 0.55 0.55 0.03

Australian Foundation Investment Company Limited

5,985 6,001 0% 0.78 0.77 0.46

Aurora Global Income Trust 8 (0) 0% 0.39 0.39 0.01

Australian Leaders Fund Limited 296 (153) 0% 0.58 0.58 0.15

Aberdeen Leaders Limited 81 110 35% 0.65 0.51 0.16

Amcil Limited 192 173 0% 0.71 0.71 0.23

Argo Investments Limited 4,463 4,268 0% 0.81 0.81 0.49

Australian United Investment Co. Ltd. 823 892 11% 0.71 0.66 0.27

Bentley Capital Limited 11 (7) 0% 0.53 0.53 0.02

BKI Investment Company Limited 746 710 0% 0.82 0.82 0.44

Clime Capital Limited 90 5 0% 0.62 0.62 0.14

Cadence Capital Limited 165 99 0% 0.55 0.55 0.04

Carlton Investments Ltd. 630 600 0% 0.48 0.48 0.08

Continuation Investments Ltd 1 (1) 0% 0.67 0.67 0.02

Contango MicroCap Limited 155 6 0% 1.13 1.13 0.47

Century Australia Investments Ltd. 67 66 0% 0.84 0.84 0.33

Djerriwarrh Investments Limited 964 944 2% 0.84 0.82 0.36

Diversified United Investment Limited 562 616 11% 0.72 0.66 0.30

Emerging Leaders Investment Limited 45 0 0% 0.76 0.76 0.21

Gowing Bros Ltd. 131 174 8% 0.58 0.55 0.18

Ironbark Capital Limited 84 (1) 0% 0.57 0.57 0.16

Mirrabooka Investments Limited 350 315 0% 0.69 0.69 0.18

Milton Corporation Limited 2,401 2,272 0% 0.80 0.80 0.47

Mercantile Investment Company Ltd. 33 29 0% 0.73 0.73 0.03

Orion Equities Limited 4 2 0% 0.75 0.75 0.05

Ozgrowth Limited 67 39 0% 0.88 0.88 0.16

WAM Capital Limited 615 396 0% 0.68 0.68 0.25

WAM Research Limited 141 20 0% 0.80 0.80 0.32

Whitefield Ltd. 297 322 0% 0.71 0.71 0.24

Average (excluding outliers) 3% 0.72 0.72 n/a

Median (excluding outliers) 0% 0.73 0.71 n/a

Source: BDO analysis Note 1: Betas exhibiting an R-Squared less than 0.05 are considered not to have significant correlation for the results to be reliable, and have

been excluded from the data set (highlighted in grey). Note 2: The impact of different capital structures is removed in the calculation of unlevered betas (Asset Betas). The Equity and Asset betas

shown above are based on 5 years monthly data. The debt to value above is also based on a 5 year average.

We have selected AWK and other LICs as the base set of companies to calculate the discount rate applicable to the Management Contract for the following reasons:

The net assets/ equity of AWK and other LICs are affected by the performance of their investments and the wider movements of the market in general

The Management Contract derives base management fees as a proportion of the net assets of AWK

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BDO Corporate Finance (East Coast) Pty Ltd 26

As such, the risk of cashflows generated by the Management Contract is subject to similar risks experienced by the underlying LICs.

We note that whilst AWK has an equity beta of 0.55, the correlation to the results is not considered significant (as shown through the R-squared result). After considered the field of Australian-share focussed LICs, we have selected an asset beta range of 0.70 to 0.75 for AWK.

Debt and equity mix

As the Management Contract is an ungeared asset we have adopted a gearing ratio of 0%.

Relevered beta adopted

The relevered beta range equals the asset beta range of between 0.70 and 0.75 for AWK.

Specific company risk factor, Alpha

The specific company risk premium adjusts the cost of equity for company specific factors. The CAPM assumes, amongst other things, that rational investors seek to hold efficient portfolios, that is, portfolios that are fully diversified. One of the major conclusions of the CAPM is that investors do not have regard to specific company risks (often referred to as unsystematic risk).

There are several empirical studies that demonstrate that the investment market does not ignore specific company risks. In particular, studies show that on average, smaller companies have higher rates of return than larger companies (often referred to as the size premium). We note that the management income derived by the Management Contract is significantly less than the comparable transactions at Section 6.1.

Based on the above we have selected a specific risk premium of 3.0% to 4.0% for AWK.

Cost of Debt Capital

The rate of return required by providers of debt capital is the rate a prudent debt investor would require on interest bearing debt. This rate should reflect the long term rate of interest required by a debt provider to a business such as the business subject to valuation.

As the debt-to-equity ratio is 0%, we have not included a cost of debt capital.

Summary of WACC parameters

Substituting the above parameters into the WACC and CAPM formulae noted results in the following indicative range.

Table 21: WACC Calculation

Low High

Risk free rate 4.8% 4.8%

MRP 6.0% 6.0%

Beta (unlevered or asset) 0.70 0.75

Beta (relevered equity) 0.70 0.75

Alpha (size, additional risk) 3.0% 4.0%

Cost of equity (post tax) 12.0% 13.3%

Gearing (D/V) 0% 0%

Cost of debt (post tax) n/a n/a

WACC (post tax) 12.0% 13.3%

Management Contract discount rate (say) 12% 13%

Source: ASX announcements

As above, we have taken a discount range of 12.0% to 13.0% in our valuation of the Management Contract.

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BDO Corporate Finance (East Coast) Pty Ltd 27

APPENDIX 5 : COMPARABLE COMPANY DESCRIPTIONS

The following companies are ASX-listed LICs which predominantly focus on Australian listed equities. A description of their business activities is provided below.

Table 22: Comparable company beta data

Company Company description

Australian Foundation Investment Company Limited Australian Foundation Investment Company Limited is a self managed investment company providing its services to individuals. It invests in the public equity markets of Australia.

Aurora Global Income Trust Aurora Global Income Trust engages in the business of investment management in Australia. It invests in equities, index derivatives, and fixed interest securities.

Australian Leaders Fund Limited Australian Leaders Fund Limited is an equity hedge fund launched and managed by Braitling Investments Pty Ltd. It invests in the public equity markets of Australia. The fund invests in stocks of companies operating across diversified sectors

Aberdeen Leaders Limited Aberdeen Leaders Limited is a closed-ended equity mutual fund launched and managed by Aberdeen Asset Management Limited. The fund invests in the public equity markets of Australia.

Amcil Limited Amcil Limited is a publicly owned investment manager. The firm primarily manages separate client focused equity portfolios for its clients.

Argo Investments Limited Argo Investments Limited is a publicly owned investment manager. The firm manages separate client focused equity portfolios for its clients.

Australian United Investment Co. Ltd. Australian United Investment Co. Ltd. is a self management investment trust. The firm invests in the public equity markets of Australia.

Bentley Capital Limited Bentley International Limited, an investment company, invests primarily in equity securities listed on the world's major stock markets. It also invests in fixed interest securities and money market instruments denominated in various currencies.

BKI Investment Company Limited Brickworks Investment Company Limited is a self management investment trust. The firm invests in the public equity markets. It invests in a diversified portfolio of companies, shares, trusts, and interest bearing securities with a focus on Australian entities.

Clime Capital Limited Clime Capital Limited is a publically owned investment manager. The firm manages separate client focused equity portfolios. It also manages mutual funds for its clients.

Cadence Capital Limited Cadence Capital Limited is a close ended equity mutual fund launched and managed by Cadence Asset Management. The fund invests in the public equity markets of Australia.

Carlton Investments Ltd. Carlton Investments Limited engages in the acquisition, and long term holding of shares and units in entities listed on the Australian Securities Exchange.

Continuation Investments Ltd Continuation Investments Ltd. is a self managed open-ended mutual fund. The fund primarily invests in the public equity markets of Australia.

Contango MicroCap Limited Contango MicroCap Limited is an open-ended equity mutual fund launched and managed by Contango Asset Management Ltd. It invests in the public equity markets of Australia.

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BDO Corporate Finance (East Coast) Pty Ltd 28

Company Company description

Century Australia Investments Ltd. Century Australia Investments Limited is an equity mutual fund launched and managed by 452 Capital Pty Limited. It invests in the public equity markets of Australia. The fund spreads its investments across diversified sectors.

Djerriwarrh Investments Limited Djerriwarrh Investments Limited is a self managed investment trust. The firm invests in public equity markets of Australia. It employs a combination of in-house and external research to make its investments.

Diversified United Investment Limited Diversified United Investment Limited is a publicly owned investment manager. The firm manages separate client focused equity and fixed income portfolios. It invests in public equity and fixed income markets across the globe.

Emerging Leaders Investment Limited Emerging Leaders Investment Limited is a closed-ended equity fund launched and managed by Ausbil Dexia Ltd. The fund invests in the public equity markets of Australia. It makes its investments in stocks of companies operating across diversified sectors.

Gowing Bros Ltd. Gowing Bros. Limited operates as an investment and wealth management company in Australia. It operates through two divisions, Investment Management and Property Management.

Ironbark Capital Limited Ironbark Capital Limited is an open-ended balanced mutual fund launched and advised by Kaplan Funds Management Pty Ltd. The fund primarily invests in the public equity markets of Australia.

Mirrabooka Investments Limited Mirrabooka Investments Limited is a self managed investment company. It invests in the public equity markets of Australia and New Zealand. The firm primarily invests in value stocks of small-cap and mid-cap companies.

Milton Corporation Limited Milton Corporation Limited is a publicly owned investment manager. The firm manages separate client-focused portfolios. It invests in the public equity and fixed income markets of Australia.

Orion Equities Limited Orion Equities Limited is a publicly owned self managed investment trust. The firm provides its services to individuals and institutional investors. It invests in public equity markets of Australia.

Ozgrowth Limited Ozgrowth Limited is a publicly owned investment manager. The firm manages launches and manages equity mutual funds for its clients.

WAM Capital Limited WAM Capital Limited is a close-ended equity mutual fund launched and managed by Wilson Asset Management (International) Pty Limited. It invests in the public equity markets of Australia. The fund also invests in unlisted companies. It makes its investments across diversified sectors.

WAM Research Limited WAM Research Limited is a close ended equity mutual fund launched by Wilson Asset Management Pty Ltd. The fund is managed by MAM Pty Limited. It invests in the public equity markets of Australia. The fund makes its investments in companies primarily engaged in the industrial sector.

Whitefield Ltd. Whitefield Limited, an investment company, engages in making investments, and deriving revenue and investment income from listed securities and unit trusts in Australia. It provides shareholders with a diversified exposure to the industrial segment of the Australian share market.

Source: Capital IQ

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