BAYBRIDGEBRIDGE)

OurRef: BXS:2012734

31 August 2015

FILE No;

DOC:

MARS/PRISM:

0 2 SEP 2015

Baybridge Lawyers Ply LtdA6N 21 104 483 374

106, Level 1,109 PiS( StreetSydney, NSW 2000Austfaiia

T 02 9232 3511F 02 95. S3 /)SRS6 info@b9ybridgs. cwn. ay

www.bayltrtdfle.com.au

Australian Competition and Consumer CommissionGPO Box 3648Sydney NSW 2001

By Express Post

DearSir/Madam,

FORM G NOTIFICATION - ZEUS STREET GREEK HOLDINGS PTY LTD

We refer to the above matter and confirm that we act for Zeus Street Greek Holdings Pty Ltd (A. C. N. 166796 470) trading as "Zeus Street Greek" ("Zeus Street Greek"),

1. FORM G & ANNEXURE

We enclose the following by way of lodgement:

(a) Form G;

(b) Annexure to Form G (Annexure), including confidential annexures; and

(c) Cheque in the amount of $100.00 made payable to the Australian Competition andConsumer Commission for the lodgement fee.

2. REQUEST FOR CONFIDENTIALITY

We note that our client requests that the information inserted in Schedule 1 of the enclosedAnnexure is excluded from the public register for the following reasons:

(a) The Franchise Agreement constitutes a significantly valuable element of Zeus StreetGreek's intellectual property and as such should be excluded from the public register.

(b) Public dissemination of this document will severely damage Zeus Street Greek's businessand commercial viability on the following basis:

(i) loss of intellectual property;

(ii) loss of trade secrets;

(iii) use of intellectual property and trade secrets by competitors of Zeus Street Greek;and

(iv) brand atrophy through misuse and reuse of the intellectual property.

(c) The damage to Zeus Street Greek's business and its franchise network significantlyoutweigh the benefit of providing these documents to the public.

Eu/i ^ _ c r - "3 ^ i <-.<<(<*, t. ^t^i 'I " , Ie i-, c " i<--n> . -i ur-'t-Prde- T " ^wjwr'E:'. ". ;:-":.

LPQ; ( ^l 10 si e ic ; sO Uy . 21. i-ei-rf'.'. ;. scheme

BAyBRIDGELAWYERS

BAYBRIDGE LAWYERS

(d) Prospective franchisees of Zeus Street Greek are provided with copies of the FranchiseAgreement and Disclosure Document during the recruitment process, in relation to whichprocess prospective franchisees are afforded various protections via the Franchising Codeof Conduct.

Please do not hesitate to contact us if you have any queries about this matter

Yours faithfullyBAYBRIDGE LAWYERS

Suz-^5ica Sevastos

frtner

bianca.sevastos@baybridge.com. au

.-. -. ^. ... ^Wi'S^SN. t'-McY

0 2 SEP 2Q15:Form G ''

Commonwealth of AustraliaCompetition and Consumer Act 2010 -- Sub-section 93(1)

EXCLUSIVE DEALINGNOTIFICATION

To the Australian Competition and Consumer Commission:

Notice is hereby given, in accordance with sub-section 93(1) of the Competition and Consumer Act2010, of particulars of conduct of a kind referred to in sub-section 47(2), (3), (4), (5), (6), (7), (8) or (9)of that Act in which the person giving notice engages or proposes to engage.

PLEASE FOLLOW DIRECTIONS ON BACK OF THIS FORM

1. Applicant

(a) Name of person giving notice:(Refer to direction 2)

Zeus Franchising Pty Ltd (A. C.N. 605 504 756).

(b) Short description of business carried on by that person:(Refer to direction 3}

Zeus Franchising Pty Ltd (A. C. N. 605 504 756) trading as "Zeus Street Greek" ("ZeusStreet Greek") operates a franchise system involving the operation of a restaurant orcafe concept specialising in the provision of Greek cuisine and authentic Greek streetdishes to retail customers.

(c) Address in Australia for service of documents on that person:

C/- BAYBRIDGE LAWYERSSUITE 106, LEVEL 1109 PITT STREETSYDNEY NSW 2000

2.

3.

Notified arrangement

(a)

(b)

Description of the goods or services in relation to the supply or acquisition of whichthis notice relates:

SEE THE ANNEXURE TO FORM G

Description of the conduct or proposed conduct:(Refer to direction 4)

SEE THE ANNEXURE TO FORM G

Persons, or classes of persons, affected or likely to be affected by the notified conduct

(a) Class or classes of persons to which the conduct relates:(Refer to direction 5)

FRANCHISEES

(b) Number of those persons;

(i) At present time:

Nil

(ii) Estimated within the next year:

(Refer to direction 6)

Zeus Franchising Pty Ltd (A. C. N. 605 504 756) estimates that all franchiseeswill be affected by the notified conduct within the next year.

(c) Where number of persons stated in item 3(b)(i) is less than 50, their names andaddresses:

Trading name ofFranchisee

Not applicable

Business address

Not applicable

Business phone number

Not applicable

Public benefit claims

(a) Arguments in support of notification:(Refer to direction 7}

SEE THE ANNEXURE TO FORM G

(b) Facts and evidence relied upon in support of these claims:

SEE THE ANNEXURE TO FORM G

Market definition

Provide a description of the market(s) in which the goods or services described at 2(a) aresupplied or acquired and other affected markets including: significant suppliers and acquirers;substitutes available for the relevant goods or services; any restriction on the supply oracquisition of the relevant goods or services (for example geographic or legal restrictions):(Refer to direction 8}

SEE THE ANNEXURE TO FORM G

Public detriments

(a) Detriments to the public resulting or likely to result from the notification, in particularthe likely effect of the notified conduct on the prices of the goods or servicesdescribed at 2 (a) above and the prices of goods or services in other affectedmarkets:

(Refer to direction 9)

SEE THE ANNEXURE TO FORM G

(b) Facts and evidence relevant to these detriments:

SEE THE ANNEXURE TO FORM G

7. Further information

(a) Name, postal address and contact telephone details of the person authorised toprovide additional information in relation to this notification:

BIANCA SEVASTOSBAYB RIDGE LAWYERS106, LEVEL 1109 PITT STREETSYDNEY NSW 2000

TEL: 02 8413 3682FAX: 02 9223 4655

Dated 31 August 2015

Signed by/on behalf of the applicant

/-^jre)

'Biarica Sevastos(Full Name)

Baybridge Lawyers Pty Ltd(Organisation)

AU^CCMlrEiTRONmuWitm

, 0 2 SEP 2Q15

Solicitor(Position in Organisation)

DIRECTIONS

1. In lodging this form, applicants must include all information, including supporting evidence thatthey wish the Commission to take into account in assessing their notification.

Where there is insufficient space on this form to furnish the required information, the informationis to be shown on separate sheets, numbered consecutively and signed by or on behalf of theapplicant.

2. If the notice is given by or on behalf of a corporation, the name of the corporation is to be insertedin item 1 (a), not the name of the person signing the notice, and the notice is to be signed by aperson authorised by the corporation to do so.

3. Describe that part of the business of the person giving the notice in the course of which theconduct is engaged in.

4. If particulars of a condition or of a reason of the type referred to in section 47 of the Competitionand Consumer Act 2010 have been reduced in whole or in part to writing, a copy of the writing isto be provided with the notice.

5. Describe the business or consumers likely to be affected by the conduct.

6. State an estimate of the highest number of persons with whom the entity giving the notice is likelyto deal in the course of engaging in the conduct at any time during the next year.

7. Provide details of those public benefits claimed to result or to be likely to result from the proposedconduct including quantification of those benefits where possible.

8. Provide details of the market(s) likely to be affected by the notified conduct, in particular havingregard to goods or services that may be substitutes for the good or service that is the subjectmatter of the notification.

9. Provide details of the detriments to the public which may result from the proposed conductincluding quantification of those detriments where possible.

Annexure to Form G

Exclusive Dealing Notification - Third Line Forcing

Zeus Franchising Pty Ltd (A. C. N. 605 504 756)

INTRODUCTION

Zeus Franchising Pty Ltd (A. C. N. 605 504 756) trading as "Zeus Street Greek" ("Zeus StreetGreek") operates a franchise system involving the operation of a restaurant or cafe conceptspecialising in the provision of Greek cuisine and authentic Greek street dishes to retailcustomers.

BACKGROUND

There are currently no Zeus Street Greek franchisees in Australia.

Zeus Franchising Pty Ltd (A. C.N. 605 504 756) will grant its prospective franchisees a non-exclusive licence to operate the Zeus Street Greek franchise in Australia using the Zeus StreetGreek Name, Zeus Street Greek Trade Mark, Zeus Street Greek System and other IntellectualProperty in accordance with the terms of Zeus Street Greek franchise agreement ("FranchiseAgreement").

The Franchise Agreement confers on the franchisee the right to supply a range of ApprovedProducts, to use the Business Name, and to provide the services associated with Zeus StreetGreek System. These include the Intellectual Property and the method and image ofconducting Zeus Street Greek Business. Also included (but not limited to) are manuals,services, products, know-how, experience, expertise, techniques, promotional andmanagement systems owned by Zeus Franchising Pty Ltd (A. C. N. 605 504 756).

MARKET DEFINITION

Zeus Street Greek is operating in the cafe and restaurant market in Australia. As there are asignificant number of competitors in this market, Zeus Street Greek is unable to list direct keycompetitors.

Since the market is large, Zeus Street Greek's market share would be insignificant and,obviously, its share of the general impact on the overall Greek cafe or restaurant industry wouldeven be smaller still.

The expected growth in its small franchised network is not expected to significantly affect thismarket share in the foreseeable future.

DESCRIPTION OF THE CONDUCT OR PROPOSED CONDUCT

(a) The Nominated Suppliers

(i) In accordance with the Zeus Street Greek System and clauses 9. 1, 9.2 and 9.3 ofthe Franchise Agreement (a copy of which section is attached to this Annexure asConfidential Schedule 1), Zeus Street Greek requires franchisees to use only theNominated Suppliers for the provision of the following products and/or services aslisted in the Operations Manual (which may be amended by Zeus Street Greekfrom time to time):

. BeveragesFood items

. Packaging

. Advertising material

. Stationery

© Baybridge Lawyers Page of 4 BAYB RIDGEBAmDFGEI

Cleaning supplies

(ii) The Nominated Suppliers are in the business of supplying goods and serviceswhich are of a quality, consistency and type that Zeus Street Greek considersessential to the successful operation of a Zeus Street Greek franchise, as well asthe proper maintenance of the Zeus Street Greek brand (refer to paragraph 5).Zeus Street Greek lists the Nominated Suppliers in its Operations Manual madeavailable to each of its Franchisees. Zeus Street Greek may vary, add or deleteany and all Nominated Suppliers from time to time.

(b) The Conduct

Franchisees are required to purchase the approved products ("Approved Products")and use approved services ("Approved Services") from the Nominated Suppliers only("Conduct").

5. PUBLIC BENEFIT AND DETRIMENT

The provision of Zeus Street Greek products and services is a competitive market with a largenumber of participants at the retail level. Zeus Franchising Pty Ltd (A. C.N. 605 504 756)considers that the requirement to purchase the Approved Products from the NominatedSuppliers and provide the Approved Services is essential to the successful operation of thefranchise network, for reasons that include the quality and consistency of the ApprovedProducts and Approved Services, the uniformity of Zeus Street Greek offering to the market,public safety and cafe and bakery industry market reputation and brand value.

(a) Public Benefit

Zeus Franchising Pty Ltd (A. C. N. 605 504 756) considers that the public benefit to bederived from the Conduct outweighs any public detriment, for the following reasons:

(i) consistency of the quality and safety of the Approved Products and ApprovedServices being sold to the public, particularly given the consumable nature of theproducts;

(ii) control over the suppliers used for the relevant Approved Products and ApprovedServices assists Zeus Franchising Pty Ltd (A. C. N. 605 504 756) to:

(A) secure group buying deals with the Nominated Suppliers, resulting insignificantly lower purchase prices for Franchisees, who in turn can supplythe Approved Products and the Approved Services to the public at a lowerand more competitive price; and

(B) control and manage the supply chain to ensure assurance regardingaccurate and timely delivery times, quality of products and services andsupplier accountability, and

(iii) uniformity over product and service ranges allows the Zeus Street Greekfranchisees to advertise products and services as a group, thereby avoiding aninconsistent market presence and consumer uncertainty as to the type and qualityofZeus Street Greek's offering.

© Baybridge Lawyers Page 2 of 4 BAY BRIDGELAWYERS

(b) Public Detriment

We see no public detriment arising from the Conduct. Prices for both franchisees andcustomers will be lower with the Conduct than without. If a particular prospectivefranchisee was in any way concerned about the "restriction" on purchase of supply, thereare many other franchise opportunities in the Market that are available to the prospectivefranchisee, ensuring that this Conduct must remain fair and reasonable if franchisees areto be recruited in this space.

y-^- (^KSS^t./ /' --...... -.,.. ... , . ...

DirectorsZeus Franchising Pty Ltd (A.C. N. 605 504 756)

2 June 2015

© Baybridge Lawyers Page 3 of 4 BAYBRIDGEILAWYERSl