A N N O U N C E M E N T ______

Publication of Prospectus

Further to its announcement on 24 May 2011 relating to, amongst other things, the admission of its unlisted units to listing on the premium segment of the Official List of the UKLA and to trading on the main market of the London Stock Exchange ("Admission"), Cash Converters International Limited ("CCIL") announces that a prospectus (the "Prospectus") in relation to the Admission has been approved by the UKLA and will shortly be available to view on CCIL’s website (www.cashconverters.com). The Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do. The Prospectus will also be available from the Australian Securities Exchange website, www.asx.com.au.

Admission is expected to take place on 8 August 2011.

The Prospectus and Admission are in order to rectify a historical discrepancy between the number of issued units and the number of units admitted to listing on the premium segment of the Official List of the UKLA and to trading on the main market of the London Stock Exchange. No offer of new securities is being made under the Prospectus.

Update on EZCORP offer and proposed global strategic alliance (“Strategic Alliance”) with CCIL

Further to the announcement dated 13 May 2011 in relation to the delay to the timetable for the implementation of the Strategic Alliance with EZCORP, Inc. (NASDAQ: EZPW) (“EZCORP”), CCIL sets out below an update on the timetable of the EZCORP offer, the Strategic Alliance and other matters.

CCIL and EZCORP continue to work towards implementation of the Strategic Alliance, in accordance with the timetable as set out below, to develop and introduce globally a suite of innovative financial services products under the Cash Converters brand, through the Scheme (defined below) and both parties entering into joint venture agreements (the "Joint Ventures"). As part of the Strategic Alliance, EZCORP is proposing to acquire 30% of the outstanding CCIL shares not already owned by EZCORP by way of a scheme of arrangement (the “Scheme”), which is subject to approval by CCIL shareholders at a general meeting and by the Australian courts. The long stop date set out in the transaction implementation agreement between EZCORP and CCIL (the "Transaction Implementation Agreement") for implementation of the Scheme has been further extended to 31 October 2011 to reflect the minor delay in the timetable for implementing the destapling of CCIL units (described

below). For personal use only use personal For Given the limited availability of court dates in the Supreme Court of Western Australia, CCIL now intends to seek approval of the Scheme through the Federal Court of Australia instead of the Supreme Court of Western Australia.

The scheme booklet (intended to be despatched to CCIL shareholders on 7 September 2011 as part of the Australian court process) incorporates notices of meetings convened to seek shareholder approval for the Scheme, the entry into the proposed Joint Ventures and the migration of CCIL from a premium listing on the Official List of the UKLA to a standard listing. CCIL intends to complete the migration of its UK listing, which will require shareholder approval, following the implementation of the Scheme.

Compulsory acquisition of dividend access shares and termination of dividend access scheme

As set out in the announcement made on 19 July 2011, CCIL is simplifying its share capital structure by destapling the CCIL units. CCIL and EZCORP have agreed that the date for satisfaction of the condition set out in clause 3.1(l) of the Transaction Implementation Agreement in relation to the destapling of the units be further extended to 31 August 2011 to accommodate the revised indicative timetable set out below.

The proposed compulsory acquisition of each unitholder’s dividend access shares will be completed prior to the despatch of the scheme booklet relating to the EZCORP transaction. After the compulsory acquisition has been completed, each unitholder will be left holding CCIL ordinary shares (listed on the ASX and the Official List and admitted to trading on the LSE) in place of their CCIL units. CCIL unitholders are referred to CCIL's announcement dated 19 July 2011 for further details.

Indicative timetable

An updated indicative timetable (which is subject to the timetable of the Australian courts, the ASX and the UKLA) is set out below. References to times are London times.

Event Indicative Dates (approx.)

Publication of UK "catch-up" prospectus 2 August 2011

Last day of trading in units on the ASX (ASX code: CCV) 17 August 2011 and the LSE (LSE code: CCVU)

Cessation of trading in units on the ASX 17 August 2011

Suspension of trading in units on the LSE and suspension 7.30am on 18 August 2011 – of listing of units on the premium segment of the Official after close of trading on 30 List of the UKLA August 2011

Commencement of trading of CCIL ordinary shares on the 18 August 2011 – 30 August ASX on a deferred settlement basis (ASX code: CCVDA) 2011

CCIL unit unwinding becomes effective and trading of 31 August 2011 CCIL ordinary shares commences on the ASX (ASX code: For personal use only use personal For CCV)

Trading of CCIL ordinary shares commences on the LSE 8am on 31 August 2011 (LSE code: CCVI)

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Amendment of listing of Cash Converters units to CCIL 8am on 31 August 2011 ordinary shares on the premium segment of the Official List of the UKLA

First Court Date 1 September 2011

Scheme Booklet registered with ASIC and released to 1 September 2011 ASX and publication of UK circular

Despatch Scheme Booklet and notices of Scheme Meeting 7 September 2011 and General Meetings to CCIL Shareholders

Scheme Meeting 7 October 2011

General Meeting (to be held immediately after the Scheme 7 October 2011 Meeting)

Second Court Date 12 October 2011

Effective Date 13 October 2011

Scheme Record Date 20 October 2011

Implementation Date (also the date on which the EZCORP 27 October 2011 Joint Venture Agreements will come into effect)

Transfer from Premium Listing to Standard Listing (for 7 November 2011 LSE and UKLA purposes) becomes effective

Enquiries

Cash Converters International Limited +61 (8) 9221 9111 Mr D.R. Groom Charles Stanley Securities +44 (0) 20 7149 6000 Dugald J.Carlean/ Ben Archer/ Karri Vuori

About EZCORP

EZCORP is a leading provider of specialty consumer financial services. It provides collateralized non-recourse loans, commonly known as pawn loans, and a variety of short- term consumer loans, including payday loans, instalment loans and auto title loans, or fee- based credit services to customers seeking loans. At its pawn stores, the company also sells

merchandise, primarily collateral forfeited from its pawn lending operations. For personal use only use personal For EZCORP operates more than 1,000 stores, including over 500 pawn stores in the U.S. and Mexico and over 500 short-term consumer loan stores in the U.S. and Canada. The company also has significant investments in Albemarle & Bond Holdings PLC (ABM.L), one of the U.K.'s largest pawnbroking businesses with over 130 stores, and Cash Converters

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International Limited (CCV.L and CCV.AUS), which franchises and operates a worldwide network of over 500 stores that provide financial services and sell pre-owned merchandise.

About Cash Converters

Cash Converters’ core business is acting as owner and franchisor of retail stores, which operate as merchandisers of second-hand goods. Cash Converters and certain of its franchisees also offer short-term consumer loans to customers. The short term loans are available through its store network and online. Including franchisees, there are currently 598 stores operating under the Cash Converters brand in 18 countries. Cash Converters owns and operates 42 stores in Australia and 47 stores in the UK, and has been successfully purchasing franchised stores in both territories in recent years.

Further information

This announcement must not be released, published or distributed into any jurisdiction where to do so would violate the laws or regulations of that jurisdiction. Any persons who are resident in jurisdictions in which the release, publication or distribution of this announcement would contravene such laws or regulations should inform themselves of and observe any applicable requirements.

This announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction. The Scheme will be made solely through the scheme booklet, which will contain the full terms and conditions of the Scheme, including details of how to vote in respect of the Scheme. Any acceptance or other response to the Scheme should be made only on the basis of the information in the scheme booklet.

This announcement has been prepared in accordance with English and Australian law and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Australia.

Charles Stanley Securities is authorised and regulated in the United Kingdom by the FSA and is acting exclusively for CCIL and its subsidiary undertakings and no one else in connection with the matters referred to in this announcement and will not regard any other person as a client in connection with such matters and will not be responsible to anyone other than CCIL and its subsidiary undertakings for providing the protections afforded to its clients nor for giving advice in relation to any transaction or arrangement referred to in this announcement.

Forward looking statements

This announcement, including information included or incorporated by reference in this announcement, may contain "forward looking statements" concerning CCIL, EZCORP and the Scheme. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward looking statements. The For personal use only use personal For forward looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this

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announcement. Neither CCIL nor EZCORP nor any of their respective group undertakings assume any obligation to, and do not intend to, update these forward looking statements, except as required by the Listing Rules, the Disclosure and Transparency Rules or other applicable law.

2 August 2011

For personal use only use personal For

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you should consult immediately a person authorised for the purposes of FSMA who specialises in advising on the acquisition of shares and other securities. The contents of this document are not to be construed as legal, business or tax advice. Each investor should consult his, her or its own solicitor, independent financial adviser or tax adviser for legal, financial or tax advice. Investors should rely only on the information in this document. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been authorised by Cash Converters International Limited ("CCIL"). If you sell or have sold or otherwise transferred all of your Units, please immediately forward this document to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. This document should not, however, be sent or transmitted in, or into, any Prohibited Territory. If you have sold only part of your holding of your Units, please contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately. This document, which comprises a prospectus relating to CCIL, has been prepared in accordance with the Prospectus Rules made by the Financial Services Authority pursuant to section 73A of FSMA. An application has been made to the UKLA and to the LSE respectively for admission of 234,875,316 UK Unlisted Units to the premium segment of the Official List and to trading on the LSE's main market for listed securities. It is expected that Admission will become effective on 8 August 2011 and that dealings in the UK Unlisted Units on the LSE's main market for listed securities will commence on that date. Although the whole text of this document should be read, the attention of persons receiving this document is drawn to the Part headed "Risk Factors" contained in Part 2. All statements regarding the Group's business, financial position and prospects should be viewed in light of the risk factors set out in Part 2: Risk Factors. Unitholders are not required to take any action upon receipt of this document. No new Units are being issued nor is CCIL seeking to raise any new money in connection with Admission. This document has been published solely to enable CCIL to obtain admission of the UK Unlisted Units to the premium segment of the Official List and to trading on the LSE's main market for listed securities.

Cash Converters International Limited (incorporated and registered in Australia with Australian Company Number. 069 141 546) Admission to listing on the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities Sponsor

Charles Stanley Securities

Charles Stanley, which is authorised and regulated in the UK by the FSA, is acting exclusively for CCIL and no one else in connection with Admission and will not regard any other person (whether or not a recipient of this document) as its client in relation to Admission and will not be responsible to anyone other than CCIL for providing the protections afforded to clients of Charles Stanley, or for providing advice in relation to Admission or any matter referred to in this document. Investors should rely only on the information in this document. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been authorised by, or on behalf of, CCIL or Charles Stanley. Without prejudice to any obligation of CCIL to publish a Supplementary Prospectus, the delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of CCIL since, or that the information contained herein is correct at any time subsequent to, the date of this document. The UK Unlisted Units have not been and will not be approved by the US Securities and Exchange Commission, any state securities commission in the US, any other US regulatory authority or any such authority of any Prohibited Territory and no regulatory clearances in respect of the UK Unlisted Units have been, or will be, applied for in any jurisdiction other than the UK. This document does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer to buy or to subscribe for, Listed Units in any jurisdiction in which such an offer or solicitation is unlawful and this document is not for distribution in any Prohibited Territory. The UK Unlisted Units have not been and will not be registered under the United States Securities Act of 1933 (as amended) or the United States Investment Company Act 1940 (as amended) or under the applicable securities laws of any other Prohibited Territory and, unless an exemption under such acts or laws is available, may not be offered for sale or subscription or sold or subscribed directly or indirectly within any Prohibited Territory for the account or benefit of any national, resident or citizen of any Prohibited Territory. The distribution of this document in any Prohibited Territory may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions.

Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. For personal use only use personal For Neither the content of CCIL's website (or any other website) nor the content of any website accessible from hyperlinks on CCIL's website (or any other website) is incorporated into, or forms part of, this document.

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CONTENTS

Page

PART 1 SUMMARY INFORMATION ...... 3 PART 2 RISK FACTORS ...... 9 PART 3 EXPECTED TIMETABLE OF PRINCIPAL EVENTS ...... 18 PART 4 PRESENTATION OF FINANCIAL INFORMATION AND OTHER IMPORTANT INFORMATION ...... 19 PART 5 DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS ...... 20 PART 6 INFORMATION ON CCIL ...... 22 PART 7 EZCORP TRANSACTION AND CURRENT DEVELOPMENTS ...... 29 PART 8 MANAGEMENT AND CORPORATE GOVERNANCE ...... 31 PART 9 OPERATING AND FINANCIAL REVIEW ...... 42 PART 10 FINANCIAL INFORMATION ON THE GROUP ...... 51 PART 11 ADDITIONAL INFORMATION ...... 53 DEFINITIONS ...... 87 INDEX OF DEFINED TERMS ...... 95

For personal use only use personal For

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PART 1 SUMMARY INFORMATION

The following summary information should be read as an introduction to the more detailed information appearing elsewhere in this document. Any decision to invest in the Listed Units should be based on consideration of this document as a whole. Where a claim relating to the information contained in this document is brought by a Unitholder before a court in a member state of the European Economic Area, the claimant may, under the national legislation of that member state where the claim is brought, be required to bear the costs of translating this document before legal proceedings are initiated. Civil liability attaches to those persons who are responsible for this summary including any translation of this summary, but only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of this document.

1. Introduction

CCIL is the holding company of a group whose core business is acting as owner and Franchisor of retail and financial services stores, which sell second-hand goods and supply financial products. The Group and some Franchisees offer short-term consumer loans to customers which are available through its store network and online. Including Franchisees, there are currently 598 stores operating under the "Cash Converters" brand in 18 countries. The Group owns and operates 42 stores in Australia and 47 stores in the UK, and has been purchasing franchised stores in both territories in recent years.

The Group's business is divided into four divisions:

• Franchise operations - this includes the sale of franchises for, inter alia, the retail sale of second- hand goods and the provision of financial services and the sale of master licences for the development of franchises in countries around the world;

• Store operations - this includes both the retail sale of second-hand goods and the provision of financial services at Group owned stores in Australia and the UK;

• Financial services (administration) – this includes the administration fees received for the provision of the MON-E cash advance software through Group owned and franchised stores; and

• Financial services (personal loans) – this includes the sale of personal financial products and includes the Safrock personal loans business.

2. Strategy and key strengths

Implementation of the Group owned store strategy gained momentum with the acquisition in the six months to December 2010 of 19 franchised stores, 6 in the UK and 13 in Australia. During the six months to December 2010, 6 new Group owned stores were opened in the UK, taking total Group owned store numbers to 80 as at December 2010. The Directors believe that the launch of the financial service products in the UK in October 2009 for an initial trial period was well received in the market. After this trial period, rollout of the products in the UK into the franchised and Group owned store networks commenced in May 2010.

From this basis, the Group's ongoing strategy is to:

• continue exploiting the brand in current geographies and exploring opportunities in new jurisdictions;

• continue expanding the range of personal financial products to both the franchised and Group owned store networks;

• be recognised as a world leader in the retail of second-hand goods and the provision of certain For personal use only use personal For financial services;

• transform the Group into a significant store operating entity through the acquisition of franchised stores and increasing the funding capacity of the cash advance and personal loan products; and

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• continue exploring further global opportunities with EZCORP, its significant Unitholder, and, subject to approval of the EZCORP Transaction, through its proposed strategic alliance with EZCORP.

The Board considers that the Group has the following strengths to support this strategy:

• Ability to expand through Franchisees, Group owned stores and acquisitions of franchises – the Group has opened 13 new Group owned stores in the UK during the financial year to 30 June 2011;

• International brand awareness through its 598 stores in multiple jurisdictions;

• Balance sheet with net cash of AUD$22.1 million as at 1 August 2011 (being the latest practicable date before publication of this document);

• Subject to the EZCORP Transaction becoming effective, a partnership with EZCORP through the proposed strategic alliance pursuant to the EZCORP Transaction; and

• Experienced management.

3. Background to and reasons for Admission and publication of this document

CCIL was admitted to the primary segment of the Official List of the LSE (now known as the Official List of the UKLA) in 1995. The UK Listed Units were admitted to the primary segment of the Official List of the LSE and to trading on the main market of the LSE in 1996. In February 1997, CCIL was granted a dual listing on the ASX. With the balance of Unitholders shifting from the UK and Europe to Australia, in July 2001 CCIL applied to migrate from a "primary listing" to a "secondary listing" on the Official List and elected to treat its listing on the ASX as its primary listing.

On 2 August 2001, CCIL sent a notice to the Unitholders notifying them of the proposed Migration, and envisaging that the Migration would be finalised by 24 August 2001. As a result of CCIL not following specified procedures to complete the Migration, CCIL is and has been a primary listed company on the Official List since that date. On 6 April 2010, the UKLA made a number of changes to the UK listing regime including renaming the listing segments "premium" and "standard".

Since 24 August 2001, CCIL should have complied with a series of UK regulations as a result of completing a number of corporate activities. Although CCIL made a series of issues of UK Unlisted Units in compliance with the ASX Listing Rules and the Corporations Act, CCIL did not comply with certain obligations as a UK listed company. Since 24 August 2001, CCIL has made the following issues of UK Unlisted Units (among others):

• Issue of 26,250,000 UK Unlisted Units to the vendors of MON-E Pty Ltd in 2006;

• Issue of 22,125,000 UK Unlisted Units to the vendors of Safrock Finance Pty Ltd in 2006 and the subsequent issue of 8,500,000 UK Unlisted Units pursuant to an earn-out arrangement thereafter;

• Issue of 8,276,250 UK Unlisted Units pursuant to the Unit purchase plan in 2006;

• Issue of 108,218,000 UK Unlisted Units to EZCORP in November 2009; and

• Issue of 16,200,000 UK Unlisted Units to EZCORP in May 2010.

As far as the Directors are aware, all UK Unlisted Units were admitted to quotation on ASX in compliance with the relevant ASX Listing Rules. A prospectus, compliant with the Prospectus Rules, was not prepared for the above issues of UK Unlisted Units and since 2001 no formal applications have been made for the UK Unlisted Units to be admitted to the Official List nor to trading on the LSE. For personal use only use personal For Consequently, CCIL did not meet its obligations under the UK Listing Rules.

In order to rectify the discrepancy between the number of UK Listed Units and the number of issued Units, CCIL agreed with the UKLA to publish this UK "catch-up" prospectus and to follow the relevant UKLA procedures for Admission. This document does not relate to any new issue of securities.

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4. Summary financial information

The following summary financial information for continuing operations has been extracted without material adjustment from the Group's consolidated audited accounts for the three years ended 30 June 2008, 30 June 2009 and 30 June 2010 and the Group's reviewed accounts for the six month interim period ended 31 December 2010. The figures set out below are in Australian dollars.

Segment revenues Period Ended 31 December 30 June 30 June 30 June 2010 2010 2009 2008 Franchise operations 13,314,922 22,974,687 24,409,362 25,570,687 Store operations 48,385,704 62,534,745 45,789,144 23,559,402 Financial services – administration 6,567,383 10,249,019 9,516,552 12,056,017 Financial services – personal loans 24,817,232 37,069,623 20,620,040 19,368,086 Intersegment elimination of revenues (5,821,410) (6,183,971) (5,816,743) (6,619,643) Totals 87,263,831 126,644,103 94,518,355 73,934,549 Corporate head office income 655,375 1,143,675 284,927 471,333 Total revenue 87,919,206 127,787,778 94,803,282 74,405,882

Segment results Period Ended 31 December 30 June 30 June 30 June 2010 2010 2009 2008 Franchise operations 3,443,908 8,710,344 8,642,091 9,114,850 Store operations 5,644,455 6,844,755 5,383,490 1,607,919 Financial services - administration 5,942,921 9,112,424 7,512,836 9,479,204 Financial services - personal loans 10,624,649 15,454,064 9,780,737 9,425,367 Totals 25,655,933 40,121,587 31,319,154 29,627,331 Corporate head office costs (5,106,563) (8,909,010) (8,011,922) (8,028,762) Total operating profit 20,549,370 31,212,577 23,307,232 21,598,569 Income tax attributed to operating profits (6,238,122) (9,536,414) (7,152,524) (6,423,983) Operating profit after income tax 14,311,248 21,676,163 16,154,708 15,174,586 (Profit)/loss attributable to outside equity interests (7,285) (46,241) 10,153 (31,183)

Profit attributable to members of CCIL 14,303,963 21,629,922 16,164,861 15,143,403

Consolidated Cash Flows Period Ended 31 December 30 June 30 June 30 June 2010 2010 2009 2008 Net cash inflows from operating activities 14,512,904 16,507,184 15,299,135 18,620,714 Net cash outflows from investing activities (33,846,920) (29,024,121) (19,783,404) (18,931,628) Net cash inflow/(outflow) from financing activities (7,524,800) 56,791,143 (3,774,409) 1,702,177 Net increase/(decrease) in cash and cash equivalents (26,858,816) 44,274,206 (8,258,678) 1,391,263 Cash and cash equivalents at the For personal use only use personal For beginning of the period 50,716,388 6,345,038 15,284,545 14,171,122 Effects of exchange rate changes on the balance of cash held in foreign currencies (452,931) 97,144 (680,829) (277,840) Cash and cash equivalents at the end of the period 23,404,641 50,716,388 6,345,038 15,284,545

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5. Current trading and future prospects

Since 31 December 2010 the Group has continued to experience growth in its loan books, in particular the personal unsecured loans, with the loan book in Australia growing to over AUD$50 million and the UK loan book growing to just over £5 million as at 31 May 2011 (being the last practicable date prior to publication of this document).

The monthly cash advances have also increased with the UK business now advancing over £1 million and the Australian business just under AUD$18 million per month.

On 22 March 2011 CCIL announced a proposed strategic alliance with its significant Unitholder EZCORP to develop and introduce globally a suit of innovative financial services products under the Cash Converters brand. The EZCORP Transaction is conditional upon, inter alia, obtaining the approval of:

(a) a majority in number of Unitholders (other than EZCORP) present in person or by proxy at the Scheme meeting and 75 per cent. of the total votes cast at that meeting by such Unitholders; and

(b) the Federal Court of Australia.

The Board believes that on implementation of the strategic alliance through the establishment of the Joint Ventures, the Group will be well placed to exploit new territories and benefit from the partnership with an established business in the sector.

Franchise sales have delivered 12 new franchised stores in the UK and 2 new franchised stores in Australia and the Group has opened 5 greenfield sites in the UK since December 2010. Although post- Christmas trading in early 2011 was fairly flat, both in Australia and the UK, there are now signs of a slight improvement in retail sales in Australia through the Group owned store networks, however retail sales in the UK stores have not improved as much as the Group had estimated.

During the next financial year, the Group intends to continue to develop all of its businesses in order to meet demand and (subject to the Scheme becoming effective) pursue the proposed benefits associated with the EZCORP Transaction. In addition, the Group intends to continue to look at strategic acquisitions of franchises in an effort to strengthen its business divisions.

The Directors believe that the Group is well placed to develop its business in line with its stated strategy.

6. The Board

As at the date of this document, the Directors are:

Reginald Webb (Chairman) Peter Cumins (Managing Director) John Yeudall (Non-Executive Director) William Love (Non-Executive Director) Joseph Beal (Non-Executive Director)

7. Dividends and dividend practice

Historically, CCIL's dividend practice has been to pay dividends to Unitholders based on a payout ratio of approximately 50 per cent. of CCIL's net profit after tax.

8. Risk factors

For personal use only use personal For The Group's business, operating results and financial condition could be adversely affected by a number of risks relating to the Group and its business. The Directors consider that the risks include those set out below but investors should read the whole of this document and not rely solely on the summary information set out below.

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Part A: Risks relating to the Group and its business

Risks relating to the operations of the Group

• The Group is exposed to credit risk across the range of services it provides

• The Group is exposed to a reduction in demand from customers and of products or services

• The Group relies on availability of credit from Westpac

• The Group's ability to operate may be limited by the availability of key staff

• The Group cannot guarantee that it will be able to achieve the financial performance anticipated by the Directors

• The Group has money laundering procedures in place but any breach by the Group or its employees of the money laundering regulations may constitute a criminal offence

• The Group is exposed to the risk of third parties infringing its intellectual property rights and is subject to a negative public perception of its business

• The Group's results may be affected by currency exchange rate movements

• The Group's future success depends on its ability to achieve and manage growth

• The Group is exposed to the continued ability of Franchisors and Franchisees to pay fees to CCIL

• The Group is exposed to inherent risks in technology and systems

• CCIL could fail to successfully implement the Group's growth strategy

• The Group is exposed to the risk of cash shortages in its stores due to employee error and theft

• Infrastructure failures and data protection breaches could be detrimental to the Group

Risks relating to the EZCORP Transaction

• The Group will be exposed to a number of risks in the event the EZCORP Transaction becomes effective

• The Group will be exposed to a number of risks in the event the EZCORP Transaction does not become effective

• The Group is exposed to the risk of incurring significantly greater than anticipated transaction costs in relation to the EZCORP Transaction, irrespective of whether or not the EZCORP Transaction becomes effective.

Risks relating to the industry

• The Group is exposed to regulatory risks in a number of jurisdictions

• The Group has various competitors for each of its products

Part B: General economic trends

• The Group is subject to the risk of economic downturns

For personal use only use personal For Part C: Risks relating to the Listed Units

• The market price of the Listed Units may fluctuate

• The Listed Units may not be a suitable investment for all investors

• The ability of Unitholders to bring action against CCIL may be limited under law

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• Future issues of Listed Units may dilute the holdings of Unitholders

• Unitholders may be subject to exchange rate risks

• Unitholders are not afforded the protection of the City Code

• There is no certainty that CCIL will declare dividends

For personal use only use personal For

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PART 2 RISK FACTORS

Before investing in the Listed Units, investors should carefully consider the following risk factors in addition to the other information contained in this document. Additional risks and uncertainties not presently known or currently deemed immaterial may also have a material adverse effect on the Group.

If any of the risks described below were to occur, it could have a material adverse effect on the Group's business, results of operations, strategy, financial condition, prospects, reputation and the value of the Listed Units. If this were to lead to a decline in the market price of the Listed Units, investors may lose all or part of their investment. Investors should consider carefully whether an investment in CCIL is suitable for them in light of the information in this document and the financial resources available to them. Furthermore, investors should consult their financial, legal and tax advisers to carefully review the risks associated with an investment in the Listed Units.

Part A: Risks relating to the Group and its business

Risks relating to the operations of the Group

Credit Risk

The Group is exposed to different types of credit risk across the range of services which it provides in its stores, all of which could have a negative impact on the Group's business, results of operations, strategy, financial condition, prospects, reputation and the value of the Listed Units:

• Pawnbroking - the security upon which the Group's pawnbroking loans are made may reduce in value, so that the Group may not recover the full loan amount and accrued interest in an event of default. This risk only materialises in respect of those items that are forfeited and disposed of via retail sales, are scrapped or sold at auction. A significant and sustained decline in the price of gold would adversely affect the value of jewellery pledged as collateral by pawn customers.

• Lending – the Group is exposed to the risk of personal loans remaining unpaid and as such the bad debts associated with its unsecured loans will increase and are worsened by economic factors such as high unemployment. The Group's financial performance would be adversely affected if the Group owned stores experienced a significant decline in redemption rates (the contractual repayment of the loan plus interest) and there is no guarantee that such declines will not be experienced.

• Retail – the Group buys second-hand items for retail sale in its stores and as such is exposed to the risk that these items have been bought, and are subsequently being sold, at an unprofitable price. The Directors cannot guarantee the retention and availability of appropriately trained key staff at all necessary times. The Group's financial performance would be adversely affected if the retail business of the Group were to consistently sell items for a price lower than their true value.

Reduction in demand

Customers

Customers may cease to use the Group for future funding requirements for a variety of reasons including, for example, deciding that cheaper forms of finance may be obtained from other lenders. There is no guarantee that the Group can continue to win new customers or retain existing customers and the failure to do so could have a negative impact on the Group's business, results of operations, financial condition, prospects and reputation.

Products For personal use only use personal For The demand for a particular product or service offered by the Group may be reduced due to a variety of factors, such as regulatory restrictions that decrease customer access to particular products, the availability of competing products or changes in customers' preferences or financial conditions. Should the Group fail to adapt to significant changes in customers' demand for or access to the Group's products or services, its revenues could decrease significantly and operations could be harmed. Even if the Group does make changes to existing products or services or introduces new products or services to fulfil

- 9 -

customer demand, customers may resist or may reject such products or services. Moreover, the effect of any product change on the results of the business may not be fully ascertainable until the change has been in effect for some time. By that time it may be too late to make further modifications to such product or service without causing further harm to the Group's business, results of operations, financial condition, prospects and reputation.

Funding

The Group has a revolving credit facility from Westpac (which is described in paragraph 13.1 of Part 11: Additional Information) primarily to provide capital for expansion through store purchases and for rolling out the Group’s financial products in the UK at a faster rate than it could achieve purely through operating cash flows. Such expansion can be slowed down or accelerated at the discretion of the Group depending on (among other things) the availability of opportunities and/or funds. The Group’s Australian loan book is now self-funding. Under the terms of the credit facility, CCIL is required to maintain certain financial ratios and comply with various covenants contained in the Westpac Facility Agreement. As at the date of this document, the Group is in compliance with such covenants and maintains the requisite financial ratios.

There is no guarantee of continued support beyond the commitment period, which expires on 31 March 2015, if any of CCIL’s covenants are breached or if Westpac forms the opinion that there has been a Material Adverse Effect. Failure of CCIL to maintain or renew the current credit facility upon its maturity at comparable terms and rates may have an adverse effect on the Group’s longer term prospects.

In addition, volatile markets may make it difficult or impossible to obtain debt financing or equity financing on favourable terms, or at all, following the expiry of the existing credit facility on 31 March 2015. Failure to obtain additional financing on a timely basis may cause the Group to postpone future debt plans, forfeit rights in some or all of their properties or reduce or terminate some or all of their operations, all of which could affect the Group's business, results of operations, strategy, financial condition and the value of the Listed Units.

Retention and availability of key staff

The Group’s ability to operate and expand may be limited by the availability of qualified store management personnel, particularly those who are skilled in valuing correctly second-hand items which the Group may purchase or those items which have been pledged as security for loans. There can be no assurance that sufficient qualified personnel will be available to satisfy the Group’s needs with respect to its present planned portfolio expansion. The loss of a number of key personnel may have an overall adverse impact on the performance of the Group through the loss of specialist skills, knowledge or business relationships. In addition, if the Group is unable to attract and retain key staff with the requisite specialist valuation skills this could lead to inconsistent and incorrect valuations of items which would limit the ability of the Group to recover the full value of the loan on items forfeited and impact on the Group's business, results of operations, financial condition, prospects and reputation.

Financial performance may not be maintained

There can be no assurance that the Group will be able to achieve the financial performance anticipated by the Directors. The Group has historically experienced, and is likely to continue to experience, seasonal fluctuations in its financial performance, with a significant percentage of revenues typically being generated in the earlier part of the year, shortly after the Christmas period. The financial performance anticipated by the Directors is reliant on good sales and loan advances during this period. In addition, the Group's retail business is sensitive to prevailing trading conditions. In particular, difficult retail trading conditions may have an adverse impact on the Group’s gross revenues, which could affect the Group's business, results of operations, financial condition and the value of the Listed Units.

Money Laundering For personal use only use personal For The Group has put in place procedures in order to ensure its compliance with money laundering regulations both in Australia and the UK, to which it is subject, including the appointment of a MLRO (called the compliance officer), specific identification procedures and the designation of certain transactions as being automatically reportable by employees to the MLRO. In addition, every product held in the Australian Group owned stores and the Australian franchises, either bought by the Group or

- 10 -

Franchisee to be sold as second-hand items or used as pledges for personal loans, is logged with a number and a list of the items with its applicable log number is voluntarily sent to the local police at the end of each working day. Notwithstanding, any breach by the Group or its employees of the regulations may constitute a criminal offence or result in the imposition of a potentially significant fine on the Group which could affect the Group's financial condition and reputation.

Reputational Risk

Franchisees

The Group lacks day to day managerial control over the franchised stores in the franchised store network and as such there is a risk that the actions of a Franchisee could have a negative impact on the Group's reputation. Under the Franchise Agreements which the Group enters into with each Franchisee, the Franchisee has reporting obligations to the Franchisor which, among other things, include providing the Group with weekly reports on the operations of the specific franchise and providing financial management information to the Franchisor each month. In addition the Franchisee makes covenants in relation to, amongst others, use of the Franchisor's brand, trade name, goodwill and reputation, all of which limits the potential for the Group's reputation to be harmed by a third party or Franchisee.

In addition, damage to the Group's reputation or brand through either a single or series of events by a Franchisee or third party could adversely impact on the Group's ability to attract and retain customers, which ultimately could affect the Group's business, results of operations, financial condition, prospects, reputation and the value of the Listed Units.

Intellectual Property

The Group's brand and other intellectual property rights, in particular the "Cash Converters" brand, are important to the Group's business and its reputation. Under the Franchise Agreements the Franchisee is under an obligation to notify the Franchisor of any breach or infringement of the Group's trademarks, intellectual property or other licences necessary for the Group to operate its business. However, the Group is subject to the risk of third parties infringing its intellectual property rights, which may result in the Group resorting to litigation to enforce its rights. The Group's failure or inability to protect its intellectual property rights may adversely impact on the Group's business, results of operations, financial condition, prospects and reputation.

Public Perception

There currently exists a public perception that lending companies, such as those operating within the Group, are predatory or abusive towards customers in relation to the interest rates and manner in which the personal financial products offered by such lending companies are marketed to consumers. Consumer groups and press coverage encourage this public perception by focusing on lenders who provide short- term single payment loans which charge consumers interest rates and fees that are higher than those charged by credit card issuers to more creditworthy consumers. Consumer groups and some legislators advocate action to prohibit or severely restrict certain types of short-term consumer lending. If consumers accept this negative characterisation of certain single-payment consumer loans and believe that the loans the Group provides to its customers fit this characterisation, demand for the loans could significantly decrease which could negatively affect the Group's business, results of operations, strategy, financial condition, prospects, reputation and the value of the Listed Units.

The Group may be adversely affected by currency exchange rate movements

CCIL carries on business through its Group companies and makes investments and incurs costs in currencies other than its reporting currency, Australian dollars. The movement of exchange rates between Australian dollars and any other currencies in which the Group's assets or liabilities are denominated may have an effect on the profitability of Group operations. There is a risk that the fair value of future cash For personal use only use personal For flows will fluctuate as a result of changes in currency exchange rates. Furthermore, strict foreign exchange controls may adversely impact the Group's ability to mitigate risks. Any, or all, of these factors may adversely affect the Group's results of operations, financial condition and the value of the Listed Units.

- 11 -

The Group's future success depends on its ability to achieve and manage growth, whether through internal growth or strategic acquisitions

The Group's expansion strategy, which contemplates the addition of new stores and the acquisition of franchise stores, is subject to significant risks. Its continued growth is dependent upon a number of factors, including the ability to: maintain, expand or develop relationships with its customers, Franchisors, suppliers, contractors, lenders and other third parties; expand its operating capacity on a timely and reasonable basis; adjust and optimise the organisation of its management and operating structure; successfully transition acquired stores or their historical customer base to the Group's operating platform; obtain any government permits and licenses that may be required; identify and overcome cultural and linguistic differences which may impact market practices within a given geographic region; the availability of adequate financing for its expansion activities and other factors, some of which are beyond the Group's control. There can be no assurance that the Directors will be able to successfully grow the business or that the current business, results of operations and financial condition will not suffer if they are unable to do so.

Expansion beyond the geographic areas where the stores are presently located and expansion into new products and services will present new challenges to the business and bring substantial demands on management time (including in connection with the establishment and operation of the Joint Ventures as part of the proposed EZCORP Transaction). The Directors from time to time apply their experience to the evaluation and financing of new opportunities to determine whether the expected risks and rewards of these opportunities meet the Directors' requirements and their strategies for diversification of risk and capital return. Operating results largely depend on the ability of the Directors to make sound investment decisions and it will have a negative impact on the Group's business, results of operations, strategy, financial condition, prospects, reputation and the value of the Listed Units if they are not able to make such decisions.

The Group is exposed to the continued ability of Franchisors and Franchisees to pay contracted fees to CCIL as and when they fall due

Under the Franchise Agreements, the Franchisee is obliged to make a number of fee payments to the Franchisor, such as a weekly franchise fee. As a result, if Franchisees are unable or unwilling, for any reason, to make these fee payments this will impact on the Group's results of operations and financial condition.

The Group is exposed to inherent risks in relation to technology and systems

The Group is reliant upon certain technologies and systems (including IT systems) for the running of its business, particularly those which are highly integrated with business processes. The Group uses technology and systems to run key parts of its business including, inter alia, recording and making cash advances through the MON-E software platform, tracking repayment of loans, calculating loan payments and interest and keeping a record of items brought into stores as pledges. Disruption to those technologies or systems could adversely affect the efficiency of the business, notwithstanding business continuity or disaster recovery processes, and affect the ability of the Group to operate successfully. In addition, the Group may have to make substantial additional investments in new technologies or systems to remain competitive. Failing to keep pace with developments in technologies or systems may put the Group at a competitive disadvantage. The technologies or systems that the Group chooses may not be commercially successful or the technology or system strategy employed may not be sufficiently aligned with the needs of the business or responsive to changes in business strategy. As a result, the Group could lose customers, fail to attract new customers or incur substantial costs in implementing technologies or systems which are not as successful as anticipated by the Group. This could impact on the Group's business, results of operations, financial condition and reputation.

CCIL's failure to successfully implement the Group's growth strategy would harm the revenue and

profitability of the Group and adversely affect the market value of its Listed Units For personal use only use personal For

The Group's growth strategy for its financial services division and the Group owned stores involves expanding the franchise network to expand the Group's business internationally and, once a substantial international franchise network has been established, the Group intends to make significant franchise acquisitions combined with a strategy of acquiring stores from third parties. The Directors currently intend for the Group to ultimately consist of Group owned stores and no franchises. Achieving these

- 12 -

goals is a central part of the Group's strategy to increase its operating revenues and profits. The Franchisor can only acquire the franchises on either expiry of the fixed term of the relevant Franchise Agreement or by exercising its right to terminate the agreement which is only exercisable in specific circumstances. The Franchisor has no overarching right to terminate the agreement by giving notice to the Franchisee. Consequently, implementation of the Group's growth strategy of acquiring its franchises is dependent on the Franchisee's co-operation and willingness to sell which the Group cannot guarantee and as such this will impact on the Group's ability to successfully implement its growth strategy.

In addition, making significant store acquisitions is subject to numerous factors such as the availability of attractive acquisition candidates, the availability of acceptable business locations, the ability to access capital to acquire and open such stores and the ability to obtain required permits and licences and it depends on the Group's ability to identify the appropriate investment opportunities. The Group has limited control, and in some cases no control, over these factors. In addition the start-up costs and the losses likely to be incurred from initial operations attributable to each newly opened store place demands upon liquidity and cash flow and the Group cannot assure that it will be able to satisfy these demands. In light of these factors, the Group cannot assure that it will be able to successfully expand its Group owned store operations or its financial services business and failure to do so would harm the Group's business, results of operations, strategy, financial condition, reputation and the value of the Listed Units.

The Group owned stores and franchised stores maintain a significant supply of cash in the stores and so may be subject to cash shortages due to robbery, employee error and theft

Since the business requires the Group to maintain a significant supply of cash in each of the stores, they are subject to the risk of cash shortages resulting from robberies, as well as employee errors and theft. Although the Group has implemented various programs to reduce these risks, maintains insurance coverage for theft and provides relevant training for employees, it cannot guarantee that robberies, employee error and theft will not occur and lead to cash shortages that could adversely affect the Group's results of operations and financial condition.

Infrastructure failures and data protection breaches could be detrimental to the Group

The Group's operations rely on the secure processing, storage and transmission of confidential and other information in its computer systems and networks. If a problem, such as a computer virus, intentional disruption by a third party, natural disaster, telecommunications system failure or lost connectivity impairs the Group’s infrastructure it may be unable to process transactions or otherwise carry on its business until such problems are rectified. If one or more of such events occur, this could jeopardise the Group's and its customers' confidential and other information processed and stored in, and transmitted through, computer systems and networks, or otherwise cause interruptions or malfunctions in the Group's operations which could result in significant loss of revenue or reputational damage and loss of customers. In addition, the Group may incur significant expense and additional resources to eliminate these problems and address related data security concerns. As such, a significant infrastructure disruption could adversely affect the Group's business, results of operations, financial condition, reputation and the value of the Listed Units.

Risks relating to the EZCORP Transaction

Impact of the implementation of the EZCORP Transaction on the Group

Proportional acquisition and minority ownership

Subject to obtaining the approval of (a) a majority in number of Unitholders (other than EZCORP) present in person or by proxy at the Scheme meeting and 75 per cent. of the total votes cast at that meeting by such Unitholders; and (b) the Federal Court of Australia, as well as the satisfaction of certain regulatory and other conditions set out in the TIA, the EZCORP Transaction will take effect after the DAS Unwind (described in paragraph 1 of Part 7: EZCORP Transaction and Current Developments) has For personal use only use personal For been completed.

Following the implementation of the Scheme, EZCORP will hold approximately 53 per cent. of the voting power in CCIL. Therefore, the Unitholders, other than EZCORP, will no longer collectively have control of the Group. This has a number of potential implications, including the following:

- 13 -

(a) EZCORP will be able to cast the majority of the votes at a general meeting of CCIL enabling it to control the composition of the Board;

(b) Unitholders (other than EZCORP) will no longer have the collective ability to pass an ordinary resolution on which EZCORP casts its votes, without the support of EZCORP (Unitholders, will however, be able to block any special resolution at a general meeting of Unitholders unless EZCORP acquires further Listed Units than is currently proposed under the EZCORP Transaction and controls at least 75 per cent. or more of the Listed Units on issue);

(c) If the Scheme becomes effective, on the Implementation Date CCIL has agreed to reconstitute the Board so that four out of the seven Directors on the Board are EZCORP appointees. Although EZCORP has agreed under the TIA that it will take all reasonable steps to ensure that for so long as greater than 10 per cent. of the outstanding Listed Units are held by persons other than members of the EZCORP Group, at least two members of the Board will be independent of CCIL and EZCORP. EZCORP will still have a majority of appointed Directors on the Board as well as being a controlling shareholder. As a result, EZCORP will retain significant influence over the composition of the Board due to its ability to control the election or removal of Directors;

(d) the size of EZCORP’s Unitholding will be such that a third party would not be able to successfully make a takeover bid for control of CCIL without the support of EZCORP. This means that it is less likely that CCIL's Unit price will reflect a control premium and that CCIL will be less attractive as a takeover target;

(e) the Unitholding of Unitholders (other than EZCORP) will be diluted, if the Scheme is implemented; and

(f) key technical and management staff employed within the Group may resign in light of the impact of the Scheme on the Group.

Having regard to the consequences set out above of the Scheme becoming effective, EZCORP will be in a position to exercise significant influence over the Group. EZCORP's interests as a shareholder of CCIL may differ from the interests of the Group's other shareholders. In addition, this could adversely affect the value and liquidity of the Listed Units if prospective investors were disinclined to invest in the Group due to such control.

Reduced liquidity may reduce ability of Unitholders to exit

The Directors anticipate that it is likely that the liquidity of the Listed Units, which are listed on the ASX and the premium segment of the Official List, will be lower as a result of the EZCORP Transaction as EZCORP will become a controlling Unitholder holding approximately 53 per cent. of the issued Listed Units. This means that CCIL will have a smaller free float than is currently the case and, as a result, Unitholders' ability to sell their Listed Units may be adversely affected due to the reduced liquidity of their Unitholdings.

Impact on the Group of the EZCORP Transaction not being implemented

If the EZCORP Transaction does not proceed, Unitholders will retain all of their Listed Units, they will not receive any form of Scheme Consideration and the Joint Ventures will not take effect. As a result, the Group will not be able to take advantage of the positive opportunities which the strategic alliance with EZCORP may have brought including the potential positive impact on the Group's business, results of operations, strategy, financial condition, prospects, reputation and the value of the Listed Units.

Transaction costs

The Directors expect to incur transaction costs in relation to the EZCORP Transaction amounting to

For personal use only use personal For approximately AUD$1.5million but the Directors cannot guarantee that this will be the final amount incurred, whether or not the EZCORP Transaction is implemented.

This amount is a preliminary estimate only and the actual amount may be significantly higher as the transaction costs could be influenced by unforeseen events occurring during the EZCORP Transaction which could have an impact on advisers' fees and other costs. The Directors cannot guarantee that the amount of the final transaction costs, whether the EZCORP Transaction becomes effective or not, will not

- 14 -

increase beyond the estimate of AUD$1.5million which could adversely affect the Group's business, results of operations and financial condition.

Risks relating to the Industry

Regulatory Risk

Certain of the Group's financing activities are subject to laws and regulations enforced by UK regulators, Australian regulators and other regulators in overseas jurisdictions where the Group owns stores or has existing franchises. These laws and regulations could be subject to change and enhancement over time leading to increasingly detailed regulatory requirements, which could have a material impact on the business, results of operation and financial condition of the Group. There is therefore no guarantee that any widening of the scope of these regulators' activities may not impact the Group's business.

In July 2010 the Australian Federal Government released a Green Paper on phase two of its National Consumer Credit Reform Package. One of the options being considered includes placing a national cap on interest rates that may be charged by payday lenders in Australia. While such a cap has not yet been (and may not be) introduced and is just one of a number of options being considered by the Australian Federal Government, a national Australian cap on payday interest rates could have an adverse effect on the Group’s earnings and its share price.

Competition

The Group has various competitors for each of its products. There is no guarantee that mainstream lenders or new entrants will not seek to enter the pawnbroking or alternative credit markets in the future, despite the barriers to entry into this market which the Directors believe to exist.

The Group encounters significant competition in connection with the operation of both its pawnbroking stores and financial services businesses such as cheque cashing, cash advance and personal loans. In connection with lending operations, the Group competes with other businesses (owned by individuals and by other companies), certain financial institutions, such as consumer finance companies, which generally lend on an unsecured as well as on a secured basis and competing UK pawnbroking businesses. The Group’s competitors in connection with its retail sales include numerous retail and discount stores. In connection with its cheque cashing/cash advance operations, the Group competes with banks and other cheque cashing and cash advance companies and competing UK pawnbroking businesses which are breaking into the financial services market. Some competitors have greater financial resources than the Group. These competitive conditions may adversely affect the Group's business, results of operations, strategy, financial condition and the value of the Listed Units as it could lose its market share thereby affecting its ability to generate sufficient cashflow to fund its operations.

There is a current trend for UK pawnbroking businesses to enter into the financial services market thereby meeting the increasing demand for such services which is currently serviced by the Group. The UK pawnbroking industry is expanding rapidly into the micro-lending market and the Group has experienced a steep increase in competition in this area of its business. In addition, the Group competes with the UK pawnbrokers to buy greenfield sites for its stores in the UK as the Group and the competitors' focus is on similar geographical areas.

Part B: General Economic Trends

The Group is subject to economic downturns and other risks of doing business globally, which could adversely affect the Group

A downturn in the economy could have an adverse effect on the Group as it may reduce the ability of its unsecured loan customers to repay amounts due to the Group, thereby increasing bad debt expense and reducing the profitability of the Group. An economic downturn often results in increased unemployment

For personal use only use personal For levels which leads to people having less disposable income and reduced consumer confidence. This would directly impact on the rate at which the Group's customers were able to repay their loans, if at all, and would likely lead to an increase in default of loan payments. This loan delinquency could have a negative impact on the Group's business, results of operations, financial condition, and the value of the Listed Units.

- 15 -

Part C: Risks relating to the Listed Units

The market price of the Listed Units may fluctuate

The share prices of quoted companies can be highly volatile and shareholdings illiquid. The market price of the Listed Units and the price which investors may realise for their Listed Units will be influenced by a large number of factors, some of which are outside of the Group's control. Some of these factors are specific to the Group and its operations and some may affect the sector in which the Group operates or quoted companies generally. These factors could include the performance of the Group, large purchases or sales of the Listed Units, legislative changes, general economic, political or regulatory conditions, or changes in market sentiment towards the Group.

Period to period comparisons of the Group's financial results may not be meaningful and investors should not rely on them as indications of the Group's future performance. The Group's financial results may fall below the expectations of securities analysts and investors. In addition, stock markets from time to time suffer significant price and volume fluctuations that affect the market prices for securities and which may be unrelated to the Group's operating performance. Investors may therefore realise less than, or lose all of, their investment.

Suitability of the Listed Units as an investment

The Listed Units may not be a suitable investment for all investors. Before making a decision to invest in the Listed Units, investors are advised to consult an appropriate independent adviser authorised under FSMA who specialises in advising on the acquisition of shares and other securities. The value of the Listed Units and the income received from them can go down as well as up and investors may get back less than their original investment.

The ability of Unitholders to bring or enforce an action against CCIL may be limited under law

CCIL is incorporated under the laws of Australia, the majority of the Directors and officers reside outside the UK and a substantial portion of its assets and the assets of the Directors and officers are located outside the UK. As a result, the rights of the Unitholders are governed by the laws of Australia and the CCIL Constitution which may differ from the rights of investors in a company incorporated in England and Wales. It may not be possible for investors to effect service of process within the UK upon CCIL or the Directors and officers or to enforce against them in Australia any judgments of the courts of England and Wales including judgments predicated upon the civil liability provisions of the UK or European securities laws.

Future issues of Units (including pursuant to the exercise of options) may dilute the holdings of Unitholders and could adversely affect the market price of the Listed Units

It is possible that the Group may decide to offer Units in the future either to raise capital or for other purposes (for example, as equity consideration in connection with an acquisition). Such fund raisings will only be in relation to discretionary spends. An offering of Units by CCIL, significant sales of Units by majority Unitholders of CCIL, or the public perception that a new issue may occur, could have an adverse effect on the market price of the Listed Units. In addition, further issues of Units may be dilutive to CCIL's existing Unitholders as Unitholders do not have pre-emption rights under the CCIL Constitution or Australian law and if the Migration is completed, the pre-emption rights arising under the continuing obligations of the UK Listing Rules will no longer apply to CCIL. Further issues may also result in the issue of Units where rights, preferences and privileges are not similar to those attaching to the Listed Units.

Unitholders may be subject to currency exchange rate risks

Unitholders may be subject to risks arising from adverse movements in the value of their local currency

For personal use only use personal For against the Australian dollar. The Listed Units will be quoted and traded:

(a) in Pounds sterling on the LSE; and

(b) in Australian dollars on the ASX.

In addition, any dividends the Group may pay will be declared in Australian dollars and paid:

- 16 -

(a) in Pounds sterling to Unitholders with a registered address in the UK; and

(b) in Australian dollars to Unitholders with a registered address in Australia or any other country, save for the UK.

Accordingly, Unitholders may be subject to risks arising from adverse movements in the value of their local currency against the Australian dollar which may reduce the value of the Listed Units, as well as that of any dividends paid.

Unitholders are not afforded the protection of the City Code

The City Code is designed principally to ensure that shareholders are treated fairly and are not denied the opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment by an offeror. The City Code, however, only applies to offers for companies which have their registered offices in the UK, the Channel Islands or the Isle of Man or which are considered by the Takeover Panel to have their place of central management and control in the UK. The Group's registered office and main place of central management and control is Australia and as such Unitholders will not benefit from the protections afforded by the City Code if an offer is made for one of the Group's UK subsidiaries. The Group cannot guarantee that any such offer will not be forthcoming in the future.

There is no certainty that CCIL will declare dividends

CCIL's ability to pay dividends will depend on, amongst other things, the Group's underlying earnings and cash flows. Historically, CCIL’s dividend practice has been to pay dividends to Unitholders based on a payout ratio of approximately 50 per cent. of CCIL's net profit after tax. There is no guarantee that CCIL will be able to maintain this level of dividend payout in the future as unforeseen events, such as an economic downturn, could have a negative impact on CCIL's ability to make such high dividend payments, if any. The dividend practice referred to in paragraph 10 of Part 6: Information on CCIL should not be construed as a guarantee of future dividends. In addition, CCIL's ability to make dividend

payments may be affected by the availability of current and future third party financing arrangements. For personal use only use personal For

- 17 -

PART 3 EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of prospectus 2 August 2011

Admission 8.00 a.m. on 8 August 2011

Commencement of dealings in the Listed Units on the LSE's main 8.00 a.m. on 8 August 2011 market for listed securities

Cessation of trading in the Listed Units on the ASX (ASX code: CCV) 17 August 2011

Suspension of trading in the Listed Units on the LSE (LSE code: 7.30am on 18 August 2011 CCVU) and suspension of listing of the Listed Units on the premium segment of the Official List

Send to Unitholders DAS Unwind circular 25 August 2011

Implementation of compulsory acquisition procedure for DAS Unwind 26 August 2011

Trading of the Listed Units commences on the ASX (ASX code: CCV) 31 August 2011

Amendment of listing of the Listed Units to Ordinary Shares on the 8am on 31 August 2011 premium segment of the Official List and trading of the Listed Units commences on the LSE (LSE code: CCVI)

First Court Hearing for Scheme 1 September 2011

Send to Unitholders Scheme Booklet 7 September 2011

Court-convened Scheme Meeting and General Meeting to vote on the Scheme, the Joint Ventures and the Migration 7 October 2011

Second Court Hearing for Scheme 12 October 2011

Effective Date of Scheme 13 October 2011

Transfer of listing category on the Official List 7 November 2011

______General notes: (1) References to times in this document are to London times unless otherwise stated. (2) Each of the times and dates in the table above is indicative only and may be subject to change. In the event of any change, CCIL will notify a Regulatory Information Service.

NO ACTION TO BE TAKEN BY UNITHOLDERS

Unitholders are not required to take any action upon publication of this document. No new Listed Units are being issued nor is CCIL seeking to raise any new money in connection with Admission.

This document has been published solely to enable CCIL to obtain admission of the UK Unlisted Units to

the premium segment of the Official List and to trading on the LSE's main market for listed securities. For personal use only use personal For

- 18 -

PART 4 PRESENTATION OF FINANCIAL INFORMATION AND OTHER IMPORTANT INFORMATION

Financial data

Certain figures contained in this document, including financial, statistical and operating information, have been subject to rounding adjustments. Accordingly, in certain circumstances, the sum of the numbers in a column or row in a table contained in this document may not conform exactly to the total figure given for that column or row.

Currency presentation

Unless otherwise indicated, all references in this document to "Pounds sterling", "£", "pence" or "p" are to the lawful currency of the UK, all references to "US$" are to the lawful currency of the US and all references to "AUD$" or "Australian dollars" are to the lawful currency of Australia. CCIL prepares its financial statements in Australian dollars.

Forward-looking statements

This document includes statements that are, or may be deemed to be, "forward-looking statements" which reflect the Group's or, as appropriate, the Directors' current views with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to the Group's products and services). These statements include forward-looking statements both with respect to the Group and the sectors and industries in which the Group operates. Statements which include the words "expects", "intends", "plans", "believes", "projects", "anticipates", "will", "targets", "aims", "may", "would", "could", "continue", or, in each case, their negative, and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the US federal securities laws or otherwise.

By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward- looking statements are not guarantees of future performance. Accordingly, there are or will be important factors that could cause the Group's actual results to differ materially from those indicated in these statements. These factors include but are not limited to those described in Part 2: Risk Factors, which should be read in conjunction with the other cautionary statements that are included in this document.

Any forward-looking statements in this document reflect the Group's or, as appropriate, the Directors' current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial conditions and growth strategy.

Any forward-looking statements speak only as of the date of this document. Subject to any obligations under the Prospectus Rules, the Disclosure and Transparency Rules and the UK Listing Rules and save as required by the FSA, the LSE, the City Code or applicable law and regulations, none of the Group, the Directors or Charles Stanley undertakes any obligation publicly to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. All subsequent written and oral forward-looking statements attributable to the Group or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph. Investors should specifically consider the factors identified in this document which could cause actual results to differ before making an investment decision.

References to defined terms

Certain terms used in this document, including certain capitalised terms and certain technical and other

For personal use only use personal For terms, are defined in the Part entitled "Definitions" at the end of this document.

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PART 5 DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Chairman Reginald Webb (Non-Executive Chairman)

Executive Directors Peter Cumins (Managing Director)

Non-Executive Directors John Yeudall (Non-Executive Director) William Love (Non-Executive Director) Joseph Beal (Non-Executive Director)

Company Secretary Ralph Groom

Prospective Directors Sterling B. Brinkley Paul E. Rothamel Mark Kuchenrither Stephen A. Stamp

Registered Office Level 18 37 St Georges Terrace Perth Western Australia 6000

Sponsor Charles Stanley Securities 131 Finsbury Pavement, London EC2A 1NT

Legal Adviser as to English law Clifford Chance LLP 10 Upper Bank Street London E14 5JJ

Legal Adviser as to Australian Clifford Chance law Level 12, 216 St Georges Terrace Perth Western Australia 6000

Auditors and Reporting Deloitte Touche Tohmatsu Accountants Level 14, Woodside Plaza 240 St George’s Terrace Perth Western Australia 6000

For personal use only use personal For Registrar (Australia) Computershare Investor Services Pty Limited Level 2 45 St Georges Terrace Perth Western Australia 6000

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Registrar (UK) Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZY UK

For personal use only use personal For

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PART 6 INFORMATION ON CCIL

1. Introduction

CCIL is the holding company of a group whose core business is acting as owner and Franchisor of retail and financial services stores, which operate as merchandisers of second-hand goods and suppliers of financial products. The Group and certain of its Franchisees offer short-term consumer loans to customers. The short term loans are available through its store network and online. Including Franchisees, there are over 598 stores operating under the "Cash Converters" brand in 18 countries. The Group owns and operates 42 stores in Australia and 47 stores in the UK, and has been purchasing franchised stores in both territories in recent years.

The Group's business is divided into four divisions:

1.1 Franchise operations - this includes the sale of franchises for, inter alia, the retail sale of second- hand goods and the provision of financial services (described in paragraph 1.3 below). This division also includes the sale of master licences for the development of franchises in countries around the world;

1.2 Store operations - this includes both the retail sale of second-hand goods and the provision of financial services at Group owned stores in Australia and the UK;

1.3 Financial services (administration) – this includes the administration fees received for the provision of the MON-E cash advance software through Group owned and franchised stores; and

1.4 Financial Services (personal loans) – this includes the sale of personal financial products and includes the Safrock personal loans business.

The Directors believe that consumer perceptions of its industry have changed which has enabled CCIL to position its corporate and franchised outlets as alternative retail merchandise and financial services stores and, in the process, has created a profitable market for the Group.

In relation to its Franchise operations, the Group acts as an international Franchisor which has the benefit of allowing the Group to be able to expand its business and receive the managerial commitment of a local Franchisee in the various territories in which it operates. Under the Franchise Agreements, CCIL enters into in Australia and the UK, the Group provides each Franchisee with the right to use the CCIL trademark and business systems.

Over 20 years, the Group has developed and refined its franchise offering to the point where it has mature multi-store franchise chains in both Australia and the UK. The Group also acts as the international master Franchisor. The Group grants trade mark licences to enable independent entities to develop a matching franchise chain in another country in return for a passive royalty income. The Directors believe that this minimises risk to the Group while allowing the brand to develop overseas and generating opportunities to acquire mature franchise shops into the Group owned store network in the future.

2. History of the Group

The history of CCIL dates back to November 1984, when Brian Cumins, CCIL’s founder, began operating his first retail outlet in Perth, Western Australia. During the next four years the merchandising formula and trading style that has underwritten the Group's retail success were developed and tested in the market place. A total of 7 stores were open and trading profitably before the franchising of CCIL began with the opening of 2 franchised outlets in Perth in June 1988.

In 1990 the Group began to expand into other Australian States and now has 137 outlets throughout

For personal use only use personal For Australia. The success of its Australian operations resulted in the Group seeking to expand into overseas markets. The Group’s entry into Europe was launched in 1991 when the first store in the UK was opened at Gants Hill in Essex. Since then further stores have opened in the UK taking the total to 190 stores in the UK. The Group’s first non-English speaking market, commenced with the opening of its pilot store in Vitrolles, near Marseilles in France in December 1994.

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Since launching the concept in 1984, the Group has grown significantly with representation in 18 countries worldwide and to a network of 598 stores.

In 2004 the Group started to open Group owned stores in the UK. Following their introduction the Group began a strategy of acquiring franchised stores both in Australia and the UK. There are now 89 Group owned stores in total, 47 stores in the UK and 42 in Australia. In September 2006 the Group acquired the MON-E cash advance business and the Safrock business which were both focused on the short-term lending services in Australia. These two key acquisitions have allowed the Group to develop its financial services business which has become key to its growth strategy and both businesses have significantly increased the growth of the Group in Australia. These financial services have since been launched in the UK and the Directors believe that the results up to the date of this document have been positive.

In 2009 and 2010 EZCORP subscribed for Units in the Group which resulted in it becoming CCIL's largest Unitholder with a 32.76 per cent. Unitholding. The 2009 Subscription Agreement, described in paragraph 13.3 of Part 11: Additional Information, made provision for EZCORP to be able to appoint two directors to the Board (currently, Joseph Beal and William Love). As announced on 22 March 2011, part of CCIL's growth strategy involves developing this relationship with its largest Unitholder by entering into a proposed strategic alliance with EZCORP.

3. Strategy and key strengths

Implementation of the Group owned store strategy gained momentum with the acquisition in the six months to December 2010 of 19 franchised stores, 7 in the UK and 13 in Australia. Eight new Group owned stores were opened in the UK, taking total Group owned store numbers to 80 as at December 2010. In addition, the Directors believe that the launch of the financial service products (cash advance and personal loans) in the UK in October 2009 for an initial trial period was well received in the market. After this trial period involving a limited number of Group owned stores, rollout of the products in the UK into the franchised and Group owned store networks commenced in May 2010.

The Group's ongoing strategy is to:

• continue exploiting the brand in current geographies and exploring opportunities in new jurisdictions;

• achieve high profitability, enabling CCIL to meet its responsibilities to Unitholders and other stakeholders;

• continue expanding the range of personal financial products offered in both the franchised and Group owned store networks;

• offer opportunities for Franchisees and employees to succeed both financially and in their careers;

• be recognised as a world leader in the retail of second-hand goods and the provision of certain financial services;

• provide consumers with retail outlets that are distinguished by the quality of retail standards and value of the merchandise on offer;

• transform the Group into a significant store operating entity through the acquisition of franchised stores and increasing the funding capacity of the cash advance and personal loan products; and

• continue to explore further global opportunities with EZCORP, its significant Unitholder and, subject to approval of the EZCORP Transaction, through its proposed strategic alliance with

EZCORP. For personal use only use personal For The Board considers that the Group has a number of strengths to support this strategy:

• Ability to expand through new Franchisees, new Group owned stores and acquisitions of franchised stores – the Group has opened 13 new Group owned stores in the UK during the financial year to 30 June 2011;

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• International brand awareness through its 598 stores in multiple jurisdictions;

• Balance sheet with net cash of AUD$22.1 million at 1 August 2011 (being the latest practicable date before publication of this document);

• Subject to the EZCORP Transaction becoming effective, a partnership with EZCORP through the proposed strategic alliance pursuant to the Scheme; and

• Experienced management.

4. Business Overview

The Group structure has CCIL as the holding company which owns 100 per cent. of all the operating subsidiaries except for CCUSA Limited in which it owns 99.29 per cent. The only partly owned company in which CCIL holds 34 per cent. instead of 100 per cent. is Cash Converters Finance Corporation Limited which is no longer operating but which used to provide working capital loans to Australian Franchisees. The balance of the shares in Cash Converters Finance Corporation Limited are held by Franchisees.

In Australia, CCPL owns all the intellectual property rights including the "Cash Converters" brand. CCPL is the Franchisor for every Australian franchise store and is the trade mark licensor for every trade mark licence granted to Franchisees to operate in countries other than the UK. The Group owned stores are owned by the subsidiary Cash Converters (Stores) Pty Ltd which leases all the store premises and operates the stores. The subsidiary Cash Converters (Cash Advance) Pty Ltd conducts the financial services business within each Group owned store. Safrock Finance Group Pty Ltd and related subsidiaries forming the wholly owned Safrock Group conducts the personal loans business throughout the Australia store chain. The subsidiary MON-E Pty Ltd provides the software platform for the short term cash advance business throughout the stores in Australia.

In the UK, CC(UK)L is the operating subsidiary which is licensed by CCPL to conduct the franchise operation in the UK and which owns all UK Group owned stores. CC(UK)L is the trade mark licensor for trade mark licences granted to Franchisees operating in the UK. CC(UK)L also conducts all the financial services in the UK both in Group owned stores and through the franchised network.

The key operations of the Group comprise the franchising of stores, the ownership of stores and the provision of financial services. For the franchise chains in Australia and the UK, the Group provides a comprehensive support service starting with the induction and training of new Franchisees, the establishment of new stores and the ongoing training and support services to help Franchisees operate profitable, sustainable businesses.

The Group’s main markets are in Australia and the UK. The international licensing regime does not deliver a material contribution to the Group's income.

Each store in Australia buys and sells second-hand household goods, jewellery and personal effects; provides pawnbroking loans secured against a wide range of household goods, jewellery and personal effects; offers short term cash advances typically for between AUD$50 and AUD$1000 and for a term of 30 days and acts as an agent for Safrock to offer unsecured personal loans typically for amounts between AUD$1000 and AUD$2000 or secured loans for between AUD$2000 and AUD$5000 for a term of approximately seven months

Each store in the UK buys and sells second-hand household goods, jewellery and personal effects; makes pawnbroking loans against a wide range of household goods, jewellery and personal effects; offers cheque cashing services and offers salary advance loans. Participating stores offer short term cash advances typically for less than £120 and for a term of 30 days and act as an agent for CC(UK)L to offer personal loans which average £400 for a term of approximately seven months. The participating stores

For personal use only use personal For comprise the 47 Group owned stores and 56 franchise stores and CC(UK)L is encouraging the role of these financial services to be introduced throughout the "Cash Converters" chain.

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5. Group Revenue Breakdown

The Group's total revenue in Australian dollars is as follows:

Segment revenues Period Ended 31 December 30 June 30 June 30 June 2010 2010 2009 2008 Franchise operations 13,314,922 22,974,687 24,409,362 25,570,687 Store operations 48,385,704 62,534,745 45,789,144 23,559,402 Financial services - administration 6,567,383 10,249,019 9,516,552 12,056,017 Financial services – personal loans 24,817,232 37,069,623 20,620,040 19,368,086 Intersegment elimination of revenues (5,821,410) (6,183,971) (5,816,743) (6,619,643) Totals 87,263,831 126,644,103 94,518,355 73,934,549 Corporate head office income 655,375 1,143,675 284,927 471,333 Total revenue 87,919,206 127,787,778 94,803,282 74,405,882

Geographical revenues Period Ended 31 December 30 June 30 June 30 June 2010 2010 2009 2008 Australia 60,226,825 87,997,644 62,332,549 51,361,575 UK 27,457,294 39,420,231 32,110,057 22,710,115 Rest of the World 235,087 369,903 360,676 334,192 Total revenue 87,919,206 127,787,778 94,803,282 74,405,882

6. Investments

The only investments the Group has made in the period covered by the historical financial information, have been in the acquisition of franchised stores in the UK and Australia and an investment to acquire the licence to be able to offer cash advance services, through the MON-E cash advance software, throughout stores and franchises in South Australia.

As at the date of this document, the Group has made no future firm commitments to acquire further franchised stores.

7. Background and reasons for Admission and publication of this document

CCIL was admitted to the primary segment of the Official List of the LSE (now known as the Official List of the UKLA) in 1995. The UK Listed Units were admitted to the primary segment of the Official List of the LSE and to trading on the main market of the LSE in 1996. In February 1997, CCIL was granted a dual listing on the ASX. With the balance of Unitholders shifting from the UK and Europe to Australia, in July 2001 CCIL applied to migrate from a "primary listing" to a "secondary listing" on the Official List and elected to treat its listing on the ASX as its primary listing.

On 2 August 2001, CCIL sent a notice to its Unitholders notifying them of the proposed Migration, and envisaging that the Migration would be finalised by 24 August 2001. As a result of CCIL not following specified procedures to complete the Migration CCIL is and has been a primary listed company on the Official List since that date. On 6 April 2010, the UKLA made a number of changes to the UK listing regime including renaming the listing segments "premium" and "standard".

Since 24 August 2001, CCIL should have complied with a series of UK regulations as a result of

For personal use only use personal For completing a number of corporate activities. Although CCIL made a series of issues of UK Unlisted Units in compliance with the ASX Listing Rules and the Corporations Act, CCIL did not comply with certain obligations as a UK listed company. Since 24 August 2001, CCIL has made the following issues of UK Unlisted Units (among others):

• Issue of 26,250,000 UK Unlisted Units to the vendors of MON-E Pty Ltd in 2006;

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• Issue of 22,125,000 UK Unlisted Units to the vendors of Safrock Finance Pty Ltd in 2006 and the subsequent issue of 8,500,000 UK Unlisted Units pursuant to an earn out arrangement;

• Issue of 8,276,250 UK Unlisted Units pursuant to the Unit purchase plan in 2006;

• Issue of 108,218,000 UK Unlisted Units to EZCORP in November 2009; and

• Issue of 16,200,000 UK Unlisted Units to EZCORP in May 2010.

A prospectus, compliant with the Prospectus Rules, was not prepared for the above issues of UK Unlisted Units and since 2001 no formal applications have been made for the UK Unlisted Units to be admitted to the Official List nor to trading on the LSE. All UK Unlisted Units were admitted to quotation on the ASX in compliance with the relevant ASX Listing Rules. Consequently, CCIL did not meet its obligations under the UK Listing Rules.

In order to rectify the discrepancy between the number of UK Listed Units and the number of issued Units, CCIL has agreed with the UKLA to publish this UK "catch-up" prospectus and to follow the relevant UKLA procedures for Admission. This document does not relate to any new issue of securities.

8. Current trading and future prospects

Since 31 December 2010 the Group has continued to experience growth in its loan books, in particular the personal unsecured loans, with the loan book in Australia growing to over AUD$50 million and the UK loan book growing to just over £5 million as at 31 May 2011 (being the last practicable date prior to publication of this document).

The monthly cash advances have also increased with the UK business now advancing over £1 million and the Australian business just under AUD$18 million per month.

On 22 March 2011 CCIL announced a proposed strategic alliance with its significant Unitholder EZCORP to develop and introduce globally a suite of innovative financial services products under the Cash Converters brand. The EZCORP Transaction is conditional upon, inter alia, obtaining the approval of:

(a) a majority in number of Unitholders (other than EZCORP) present in person or by proxy at the Scheme meeting and 75 per cent. of the total votes cast at that meeting by such Unitholders; and

(b) the Federal Court of Australia.

The Board believes that on implementation of the strategic alliance through the establishment of the Joint Ventures, the Group will be well placed to exploit new territories and benefit from the partnership with an established business in the sector.

Franchise sales have delivered 12 new franchised stores in the UK and 2 new franchised stores in Australia and the Group has opened 5 greenfield sites in the UK since December 2010. Although post Christmas trading in early 2011 was fairly flat, both in Australia and the UK, there are now signs of a slight improvement in retail sales in Australia through the Group owned store networks, however retail sales in the UK stores have not improved as much as the Group had estimated.

During the next financial year, the Group intends to continue to develop all of its businesses in order to meet demand and pursue the proposed benefits associated with the implementation of the EZCORP Transaction (if the Scheme is approved by the requisite majority of Unitholders, and all other conditions of the Scheme are satisfied). In addition to this, the Group will continue to look at strategic acquisitions of franchises which will strengthen the business divisions.

The Directors believe that the Group is well placed to develop its business in line with its stated strategy. For personal use only use personal For

9. The Board

The Board (as set out more fully in Part 8: Management and Corporate Governance) is responsible for approving the Group's strategy and monitoring its implementation, for managing the operations of the Group and for providing leadership and support to the executive management team in achieving

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sustainable added value for Unitholders. The Board is also responsible for enabling the efficient operation of the various businesses by providing adequate financial and human resources and an appropriate system of financial control to ensure these resources are fully monitored and utilised.

As at the date of this document the Directors are:

Reginald Webb (Non-Executive Chairman) Peter Cumins (Managing Director) John Yeudall (Non-Executive Director) William Love (Non-Executive Director) Joseph Beal (Non-Executive Director)

If the Scheme becomes effective, pursuant to the terms of the TIA (as more fully described in paragraph 13.5 of Part 11: Additional Information) the Board will constitute the Prospective Directors and Peter Cumins, Reginald Webb and John Yeudall. The Prospective Directors are currently intended to be Sterling B. Brinkley, Paul E. Rothamel, Mark Kuchenrither and Stephen A. Stamp, all of whom are officers of EZCORP.

10. Dividends and dividend practice

CCIL will only declare a dividend if the Board considers that to do so is in the best long-term interests of CCIL and the Unitholders. Historically, CCIL's dividend practice has been to pay dividends to Unitholders based on a payout ratio of approximately 50 per cent. of CCIL's net profit after tax.

11. Taxation

The attention of Unitholders who are resident in the UK or Australia is drawn to the information contained in paragraph 12 of Part 11: Additional Information. Unitholders who are in doubt as to their tax position or who are subject to tax in jurisdictions other than the UK or Australia are strongly advised to consult their own appropriately qualified independent professional adviser immediately.

12. CHESS

CHESS is a paperless settlement procedure enabling ownership of securities to be evidenced otherwise than by a certificate and transferred otherwise than by a written instrument. CHESS applies in respect of transactions taking place on the ASX. The CCIL Constitution permits the holding of Units in the CHESS system. The Listed Units are admitted to CHESS.

Accordingly, settlement of transactions in Listed Units on the ASX take place within CHESS. The settlement of transactions in Listed Units on the LSE are not settled electronically and take place by execution of an instrument of transfer.

13. CHESS Units of Foreign Securities

Securities issued by non-Australian companies, such as the DAS Shares issued by CCUK, cannot be held or transferred in the CHESS system. The DAS Shares form part of the Units, and therefore in order to enable Australian Unitholders to settle Units through CHESS, a nominee (CHESS Depositary Nominees Pty Ltd, a subsidiary of ASX Limited (which operates the ASX)), holds the DAS Shares on behalf of dematerialised Unitholders and issues to those holders dematerialised Units (each comprising one Ordinary Share and one CHESS unit of foreign securities, representing the underlying DAS Shares). The underlying DAS Shares are held by the nominee on trust for the holders of the CHESS units of foreign securities. Certificated Unitholders hold their DAS Shares directly.

14. Admission to the Official List

For personal use only use personal For Application will be made for the UK Unlisted Units to be admitted to the premium segment of the Official List and trading on the LSE's main market for listed securities. It is expected that Admission will be effective on or around 8 August 2011.

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15. Further information and risk factors

Your attention is drawn to the further information set out in this document. You should read the whole of this document and not rely solely on the information set out in this Part 6: Information on CCIL. In

particular, you should consider the risk factors set out in Part 2: Risk Factors. For personal use only use personal For

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PART 7 EZCORP TRANSACTION AND CURRENT DEVELOPMENTS

1. DAS Unwind

As set out in the announcement dated 19 July 2011, CCIL plans to simplify its Unit capital structure by unwinding the Listed Units. A Unit comprises one Ordinary Share and one DAS Share which are stapled together. The DAS Shares were first issued in 1996 as part of a dividend access scheme aimed at providing non-Australian investors in CCIL with dividends on a more tax effective basis. However, changes to international tax laws shortly after implementation of the dividend access scheme meant that the scheme became redundant. To simplify this historical structure, CCIL intends to exercise its right to compulsorily acquire all Unitholders' DAS Shares for a nominal amount under the mechanism set out in article 3(B)(ii)(e) of the CCUK Articles.

Under the CCUK Articles, any person holding a majority of the ordinary shares of CCUK is entitled, by giving notice to CCUK, to acquire all the DAS Shares in issue at the date of such notice. CCIL, which is the beneficial owner of 100 per cent. of the ordinary shares of CCUK, intends to serve such a notice on CCUK, stating its intention to acquire 379,761,025 DAS Shares, being all of the DAS Shares currently in issue. Pursuant to the mechanism set out in the CCUK Articles, the Unitholders will be bound to sell and CCIL will be bound to acquire all of the DAS Shares which it is intended will take place on 26 August 2011.

This compulsory acquisition will involve the Listed Units being "de-stapled", leaving only Ordinary Shares listed on the ASX, the premium segment of the Official List and trading on the main market of the LSE. It is intended that the DAS Unwind will be completed prior to the publication of the Scheme Booklet relating to the EZCORP Transaction.

2. EZCORP Transaction

On 22 March 2011, CCIL and EZCORP announced a proposed strategic alliance to develop and introduce globally a suite of innovative financial services products under the "Cash Converters" brand. The Directors believe that this strategic alliance (if it becomes effective) will both expand and accelerate the Group’s strategic growth plan, therefore opening up new opportunities for the Group.

The proposed alliance has two components:

• Pursuant to the Scheme, EZCORP will acquire from each Unitholder, 30 per cent. of their Listed Units for a cash sum of AUD$0.91 per Listed Unit representing a cash consideration of, in aggregate, approximately AUD$70 million – increasing EZCORP's interest to approximately 53 per cent. of the Listed Units; and

• Subject to the Scheme becoming effective, CCIL and EZCORP will establish and participate in two new joint venture arrangements representing the strategic alliance – the Americas Joint Venture and the Global Joint Venture.

The implementation of the Scheme is conditional on (a) the approval of a majority in number of Unitholders (other than EZCORP) present in person or by proxy at the Scheme meeting and also of 75 per cent. of the total votes cast at that meeting by such Unitholders; (b) the approval of the Federal Court of Australia, and (c) the satisfaction of certain regulatory and other conditions set out in the TIA. Entering into the Joint Ventures constitutes a Class 3 transaction as well as a smaller related party transaction for the purposes of the UK Listing Rules.

If the Scheme becomes effective pursuant to the terms of the TIA (as more fully described in paragraph 13.5 of Part 11: Additional Information), the current EZCORP appointed Directors (William Love and Joseph Beal) will resign and on the Implementation Date the Board will be reconstituted with, For personal use only use personal For amongst others, the Prospective Directors.

If the Scheme is implemented, CCIL will contribute the rights to its brand and existing franchise rights in the relevant territories to the Joint Ventures, while EZCORP will contribute US$3 million in initial working capital. Thereafter, capital contributions will be made, and profits shared, by EZCORP and the Group in line with their respective ownership interests in the Joint Ventures.

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Regardless of whether the Scheme is implemented, the Group will continue to operate its existing businesses in Australia and the UK and EZCORP will continue to operate its existing businesses in North America.

These two components of the EZCORP Transaction are interconditional. If the EZCORP Transaction is approved and the Scheme proceeds, Unitholders will receive a premium of 16.6 per cent. to the three month VWAP up to 21 March 2011 and a premium of 9.6 per cent. to the last closing price prior to the announcement of the EZCORP Transaction of A$0.83 per Listed Unit on 21 March 2011 in respect of the 30 per cent. of their Listed Units transferred to EZCORP. In addition, Unitholders will be able to participate in any upside created by the proposed Joint Ventures through their continued holding of the balance of their Listed Units. CCIL has formed an Independent Board Committee (which excludes the two EZCORP nominees on the Board) to consider the proposed EZCORP Transaction.

In conjunction with, but not conditional upon, implementation of the Scheme, the Group intends to put in place depositary interest arrangements to facilitate trading in the Listed Units on the LSE by enabling electronic settlement through CREST. Securities issued by non-UK companies (such as the Listed Units) cannot be held or transferred in CREST. To enable investors to settle such securities through CREST, a depositary can hold the securities and issue to investors dematerialised "depositary interests" representing the underlying securities which are held on trust for the holders of the depositary interests. Further details of the proposed depositary interest arrangements will be included in the Scheme Booklet.

Background on EZCORP

EZCORP is a leading provider of speciality consumer financial services. It provides collateralised non- recourse loans, commonly known as pawn loans, and a variety of short-term consumer loans. At its pawn stores, EZCORP also sells merchandise, primarily collateral forfeited from its pawn lending operations.

EZCORP operates more than 1,000 stores, including over 500 pawn stores in the US and Mexico and over 500 short-term consumer loan stores in the US and Canada.

3. Migration

CCIL was admitted to the primary segment of the Official List of the LSE (now known as the Official List of the UKLA) in 1995. The UK Listed Units were admitted to the primary segment of the Official List of the LSE and to trading on the main market of the LSE in 1996. In February 1997, CCIL was granted a dual listing on the ASX. With the balance of Unitholders shifting from the UK and Europe to Australia, in July 2001 CCIL applied to migrate from a "primary listing" to a "secondary listing" on the Official List and elected to treat its listing on the ASX as its primary listing.

On 2 August 2001, CCIL sent a notice to its Unitholders notifying them of the proposed Migration. As a result of CCIL not following specified procedures to complete the Migration, the migration to a secondary listing in the UK was not effected and CCIL is and has been a primary listed company in the UK since that date. On 6 April 2010, the UKLA made a number of changes to the UK listing regime, including renaming the listing segments "premium" and "standard".

Following Admission, CCIL plans to complete the Migration, which will require Unitholder approval as set out in the UK Listing Rules. Unitholder approval will be sought at the general meeting to be

convened in connection with the Scheme. For personal use only use personal For

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PART 8 MANAGEMENT AND CORPORATE GOVERNANCE

1. Directors and Officers

The Board is responsible for approving CCIL's strategy and monitoring its implementation, for managing the operations of CCIL and for providing leadership and support to the executive management team in achieving sustainable added value for Unitholders. The Board is also responsible for enabling the efficient operation of the various businesses by providing adequate financial and human resources and an appropriate system of financial control to ensure these resources are fully monitored and utilised.

The Non-Executive Directors are considered by the Board to be independent, as that term is defined by the ASX Corporate Governance Recommendations, having no business or other relationships that could materially interfere with – or could reasonably be perceived to materially interfere with – the independent exercise of their judgement. Two of the Non-Executive Directors, Messrs Love and Beal, were appointed by EZCORP. While this could be perceived as an indication that those Non-Executive Directors are not independent, the Board considers that they are independent because:

(a) according to EZCORP’s United States Securities Exchange Act Form 10-K Annual Report for the year ended 30 September 2010, each of Messrs Love and Beal hold only a very small (approximately 0.01 per cent.) interest in EZCORP. The Board believes it would be unreasonable to consider that these shareholdings would materially interfere with the independent exercise of their judgement or create undue influence on Messrs Love and Beal; and

(b) as Directors, each of Messrs Love and Beal have legal responsibilities to bring their independent views and judgement to the Board and the Board believes, based on the Board’s assessment of the character of those individuals, that they will act independently in the execution of their duties.

As at the date of this document, the Directors are:

Reginald Webb (Non-Executive Chairman)

Mr Webb was appointed Chairman in January 2005. Mr Webb has been a Non-Executive Director for many years. He is a Fellow of the Institute of Chartered Accountants of Australia and was for many years a Partner of PricewaterhouseCoopers (previously Price Waterhouse). In that position he worked in both North America and Europe as well as Australia. He was a partner for 20 years and served on the policy board of that firm. He is currently a director of D’Orsogna Limited.

Peter Cumins (Managing Director)

Mr Cumins is an Australian national. He is the Managing Director of CCIL and the brother of Brian Cumins, CCIL's founder. He joined the Group in August 1990 as Finance and Administration Manager when CCIL had just 23 stores, becoming General Manager in March 1992. He became Group Managing Director in April 1995. Mr Cumins is a qualified accountant, and has overseen the growth in the number of Franchisees in Australia as well as the international development of the CCIL franchise system. His experience in the management of large organisations has included senior executive positions in the government health sector, specifically with the Fremantle Hospital Group, where he was Finance and Human Resources Manager.

John Yeudall (Non-Executive Director)

Mr Yeudall is a Chartered Engineer and member of the Australian Institute of Company Directors. He was founder of the IKEA franchise in Western Australia. Mr Yeudall was previously Australia’s senior Trade Commissioner in the Middle East and Consul General in Dubai. He joined the Board in 2002.

For personal use only use personal For William Love (Non-Executive Director)

Mr Love has served as an independent director of EZCORP since October 2008 and has served as chairman of the audit committee of the EZCORP board of directors since November 2008. He joined the Board in 2009. Mr Love is a licensed Certified Public Accountant and a Certified Valuation Analyst, and since January 1993 has practised public accounting in the Austin, Texas based William C Love accounting firm. From 1972 to 1993, Mr Love worked with the accounting firm of KPMG Peat Marwick

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and its predecessors, including appointments as Partner in Charge of Audit, Partner in Charge of Tax and Managing Partner of its Austin, Texas office.

Joseph Beal (Non-Executive Director)

Mr Beal has served as an independent director of EZCORP since August 2009 and serves on the Compensation Committee. Mr Beal also joined the Board in 2009. Until his retirement in January 2008, Mr Beal was the General Manager and Chief Executive Officer of the Lower Colorado River Authority (LCRA). Mr Beal joined LCRA in 1995 to lead its Water Services division, and was appointed by the LCRA board in January 2000 to become its eighth General Manager and Chief Executive Officer. Before joining LCRA, Mr Beal was Senior Vice President and Chief Operating Officer at Espey Huston & Associates, an international engineering and environmental consulting firm based in Austin, Texas, USA.

The Directors retire at the rate of one third per annum on rotation, save for Peter Cumins whose term is unlimited.

If the Scheme becomes effective, pursuant to the terms of the TIA (as more fully described in paragraph 13.5 of Part 11: Additional Information), the current EZCORP appointed Directors (William Love and Joseph Beal) will resign and on the Implementation Date the Board will be reconstituted with the Prospective Directors, Peter Cumins, Reginald Webb and John Yeudall. The Prospective Directors are currently intended to be Sterling B. Brinkley, Paul E. Rothamel, Mark Kuchenrither and Stephen A. Stamp, all of whom are officers of EZCORP.

2. Senior Management

The Board is supported in its day to day running of the Group by the Senior Management who at the date of this document are:

Ralph Groom (Group Company Secretary and Group Chief Financial Officer)

Mr Groom joined the Group in August 1995. Previously he was the finance director and company secretary of Tony Barlow Australia Limited, a publicly listed retailer, where he was responsible for all financial and secretarial matters. Mr Groom is an Associate of the Chartered Institute of Management Accountants (UK) (ACMA), a Fellow of Certified Practicing Accountants (FCPA) and a Fellow of the Chartered Institute of Secretaries and Administrators (FCIS). He is responsible for all financial aspects relating to the systems and management of the Group.

Michael Cooke (Group Legal Counsel)

Mr Cooke has acted as Group Legal Counsel since 1993 and is currently the Group's sole legal counsel. He has practised as a barrister and solicitor since 1978 and, previously, ran his own legal practice as Cooke & Co since 1987 which was focused on commercial and corporate law. He is responsible for managing all legal affairs such as providing corporate and franchising legal advice, preparing contracts and related documentation and, since CCIL listed in 1995, providing legal advice on corporate governance and listing rules.

Ian Day (General Manager, Australia)

Mr Day joined the Group in 1992 after time with National Mutual, Telstra and Coles Myer in sales, operations and management roles. Mr Day has operated as the General Manager of the Australian business since 2000 and has overseen the growth of the financial services business including the integration of MON-E, Safrock and Quickdraw into one operating system and administration support team.

David Patrick (Director of Operations, UK) For personal use only use personal For Mr Patrick joined CCUK as Director of Operations in September 2009. He has previously held the position of Managing Director at Barratts between 2004 and 2008, CEO of All Sports Retail Ltd 2000- 2003, CEO of JD Sports 1998-2000 and Managing Director of Stylo PLC. Prior to that Mr Patrick had 20 years retail experience with Stylo and British Shoe Corporation. He now sits on the board of the National Pawnbrokers Association and the Consumer Finance Association in the UK as part of his role with CCUK.

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Mike Osborne (Chief Financial Officer, UK)

Mr Osborne is a qualified accountant (ACMA) and joined the Group in August 2010. He was CFO & Commercial Director at a UK leisure company between 2004 and 2010. For the period 1998-2003 he was Finance Director for a hospitality/technology company; a subsidiary of Granada PLC. For the period 1996-1998, he was the Business Planning & Commercial Manager at Scholl PLC, prior to this, he was Business Analyst at Lex Retail Group 1993-1996 and prior to that he had various financial roles with Whitbread PLC 1989-1993.

Richard Pilgrim (Operations Manager, Group owned stores, UK)

Mr Pilgrim joined the Group in 1994 as a franchise store manager and assumed the role of Business Development Manager for CC(UK)L in 1999. During this time he was responsible for different regions across the country. In 2001 Mr Pilgrim became Director of Operations – North, assuming responsibility for the Business Development Managers for that region. Upon the introduction of Group owned stores in the UK in 2004 he became Corporate Business Manager, managing the portfolio of Group owned stores culminating in his current position as Head of Corporate Store Division.

3. Employees

The following table sets out the average number of employees of the Group over the past three financial years including a breakdown of persons employed by activity and geographical location:

2010 2009 2008

Average number of employees at the end of 257 138 136 the financial year

Division

Franchise operations 11 11 10

Store operations 167 64 64

Financial services - administration 3 3 3

Financial services - personal loans 48 31 31

Corporate head offices 28 29 28

Region

UK 167 74 74

Australia 89 63 61

US 1 1 1

During the financial year ended 30 June 2010, CCIL employed 33 temporary employees.

The current number of employees and contractors as at 1 August 2011 (being the latest practicable date before publication of this document) is 469.

For personal use only use personal For

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4. Corporate governance

4.1 Compliance

The Board recognises the importance of good corporate governance.

The ASX Corporate Governance Recommendations require companies to either adopt the recommendations or explain why they have not adopted a recommendation if they consider it inappropriate in the company’s circumstances. CCIL seeks, to the extent practicable for a company of its size and nature, to follow the ASX Corporate Governance Recommendations and where it has failed in the past to comply with such recommendations these are explained below and those practices continue to be the subject of the scrutiny of the full Board. As at the date of this document, CCIL (as a company listed on the ASX) is now in compliance with the ASX Corporate Governance Recommendations.

4.2 ASX Corporate Governance Recommendations

The ASX Corporate Governance Recommendations are set out as follows:

Principle 1: Establish and disclose the respective roles and responsibilities of the board and management by:

(1) formalising and disclosing the functions reserved to the board and those delegated to management;

(2) disclosing the process for evaluating performance of senior executives; and

(3) providing the information indicated in the ASX Corporate Governance Council’s guide to reporting on Principle 1.

Principle 2: Appointing a board of an effective composition, size and commitment to adequately discharge its responsibilities and duties where:

(1) the majority of the board are independent directors;

(2) the chair is an independent director;

(3) the roles of chairperson and chief executive officer are not exercised by the same individual;

(4) the board has established a nomination committee;

(5) the process for evaluating the performance of the board, its committees and individual directors is disclosed; and

(6) the information indicated in the ASX Corporate Governance Council’s guide to reporting on Principle 2 has been provided.

Principle 3: Promoting ethical and responsible decision making by:

(1) establishing a code of conduct and disclosing the code or a summary of the code as to:

• the practices necessary to maintain confidence in the company’s integrity;

For personal use only use personal For • the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders; and

• the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.

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(2) establishing a policy concerning diversity and disclosing the policy or a summary of that policy, which should include requirements for the board to establish measureable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them;

(3) disclosing in each annual report:

• the measurable objectives for achieving gender diversity set by the board and progress towards achieving them; and

• the proportion of women employees in the whole organisation, women in senior executive positions and women on the board; and

(4) providing the information indicated in the ASX Corporate Governance Council’s guide to reporting on Principle 3.

Principle 4: Establishing a structure to independently verify and safeguard the integrity of its financial reporting by:

(1) establishing an audit committee;

(2) structuring the audit committee so that it consists of only non-executive directors, a majority of independent directors, is chaired by an independent chair who is not a chair of the board and has at least three members;

(3) giving the audit committee a formal charter; and

(4) providing the information indicated in the ASX Corporate Governance Council’s guide to reporting on Principle 4.

Principle 5: Promoting timely and balanced disclosure of all material matters concerning CCIL by:

(1) establishing and disclosing written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements to ensure accountability at senior management level for that compliance; and

(2) providing information indicated in the ASX Corporate Governance Council’s guide to reporting on Principle 5.

Principle 6: Respecting the rights of shareholders and facilitating the effective exercise of those rights by:

(1) designing and disclosing a communications policy to promote effective communication with shareholders and encourage effective participation at general meetings; and

(2) providing the information indicated in the ASX Corporate Governance Council’s guide to reporting on Principle 6.

Principle 7: Establishing a sound system of risk oversight and management and internal control by:

(1) establishing and disclosing policies for the oversight and management of material business risks;

(2) requiring management to design and implement risk management and internal control

For personal use only use personal For systems to manage CCIL’s material business risks and report to it on whether those risks are being managed effectively;

(3) disclosing whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the director's annual declaration provided in accordance with section 295A of the Corporations Act is

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founded on a sound system of risk management and internal control and that the system is operating effectively in all material aspects in relation to financial reporting risks; and

(4) providing the information indicated in the ASX Corporate Governance Council’s guide to reporting on Principle 7.

Principle 8: Ensuring that the level of composition of remuneration is sufficient and reasonable and that its relationship to performance is clear by:

(1) establishing a remuneration committee;

(2) structuring the remuneration committee so that it consists of a majority of independent directors, is chaired by an independent chair and has at least three members;

(3) clearly distinguishing the structure of non-executive directors' remuneration from that of executives; and

(4) providing the information indicated in the ASX Corporate Governance Council’s guide to reporting on Principle 8.

Except as noted below, CCIL has adopted and complied with all of the ASX Corporate Governance Recommendations:

(a) until recently, CCIL did not fully comply with Principle 4(2) (which is compulsory under ASX Listing Rule 12.7 for entities within the S&P/ASX 300 index, such as CCIL) because Mr Reginald Webb was chairperson of both the Audit Committee and the Board. This matter has since been rectified and Mr John Yeudall has been appointed as chairperson of the Audit Committee; and

(b) the recommendations described in Principle 3(2) and 3(3) above concerning diversity have only recently been added to the ASX Corporate Governance Recommendations and only apply to CCIL from the financial year which commences on 1 July 2011. CCIL intends to comply with those recommendations from the time they apply to CCIL.

In addition to the ASX Corporate Governance Recommendations, except as mentioned above and as far as the Directors are aware, CCIL complies with the corporate governance requirements of the ASX Listing Rules, including the requirement to have and disclose a securities trading policy.

Since April 2010, when the new UK listing regime was implemented, CCIL (as a premium listed company on the LSE) has been required to adopt the recommendations of the UK Corporate Governance Code and to the extent that any of those recommendations have not been adopted, CCIL is required to explain why in its Annual Report. Following the proposed Migration in 2001, the Directors considered CCIL to have a secondary listing (now called "standard listing") on the LSE. Companies with a standard listing are not required to adopt the UK Corporate Governance Code. As a result, CCIL has not taken steps to ensure that it complies with the UK Corporate Governance Code and did not address the UK Corporate Governance Code in its 2010 Annual Report. Following completion of the Migration later this year (subject to Unitholder approval), as described in paragraph 3 of Part 7: EZCORP Transaction and Current Developments, CCIL will be a standard listed company on the LSE and as such will not need to comply with the UK Corporate Governance Recommendations.

4.3 Board Committees

The Board has Nomination, Remuneration and Audit Committees with formally delegated duties

For personal use only use personal For and responsibilities.

Chairman Members Nomination Committee Reginald Webb Peter Cumins Reginald Webb William Love

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Joseph Beal John Yeudall

Remuneration Committee John Yeudall Reginald Webb William Love Joseph Beal John Yeudall

Audit Committee John Yeudall Reginald Webb William Love Joseph Beal John Yeudall

4.4 Nomination Committee

The Nomination Committee assists the Board in discharging its responsibilities relating to the composition and make-up of the Board. The Nomination Committee is responsible for evaluating the balance of skills, knowledge and experience of the Board, the size, structure and composition of the Board, retirements and appointments of additional and replacement Directors and will make appropriate recommendations to the Board on such matters.

The ASX Corporate Governance Recommendations provide that the Nomination Committee should have at least three members, a majority of the members of the Nomination Committee should be independent directors and that the chairman of the Nomination Committee be an independent non-executive director.

The membership of CCIL's Nomination Committee comprises five members: Peter Cumins, Reginald Webb, William Love, Joseph Beal and John Yeudall. The chairman of the Nomination Committee is Reginald Webb. Ralph Groom acts as the secretary of the Nomination Committee. CCIL considers that the Nomination Committee following Admission will comply with the ASX Corporate Governance Recommendations regarding the composition of the Nomination Committee.

The quorum for meetings of the Nomination Committee is three members. No one other than the chairman of the Nomination Committee and its members is entitled to attend or vote at a meeting of the Nomination Committee, although Directors may attend if invited to do so by the Nomination Committee. Meetings of the Nomination Committee shall be held at such times as the chairman of the Nomination Committee, or the Chairman, deems appropriate, and in any event shall be held not less than one per year. The Nomination Committee is authorised by the Board to obtain whatever professional advice it considers necessary.

Duties of the Nomination Committee

The principal duties of the Nomination Committee include the following:

• to review regularly the structure, size and composition of the Board (including the skills, knowledge and experience) and make recommendations to the Board with regard to any changes;

• to identify and nominate for the approval of the Board, appropriate candidates to fill Board vacancies as and when they arise;

• to evaluate the balance of skills, knowledge and experience of the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a

particular appointment; For personal use only use personal For • to give full consideration to succession planning taking into account the challenges and opportunities facing CCIL and what skills, knowledge and expertise will be needed on the Board in the future and to make recommendations as regards plans for succession for Directors;

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• to review annually the time required for each Non-Executive Director having regard to their particular committee appointments and any other specific roles and to use performance evaluation to assess whether a Non-Executive Director has devoted sufficient time to their role and duties;

• to keep under review the leadership needs of the organisation, both Executive and Non- Executive, with a view to ensuring the continued ability of CCIL to compete effectively in the marketplace;

• to recommend to the Board the re-election (or not) by Unitholders of a Director under the retirement and re-election provisions in the CCIL Constitution;

• to make recommendations as regards the re-appointment of any Non-Executive Director at the conclusion of his or her specified term of office;

• to make recommendations to the Board concerning membership of the Audit and Remuneration Committee; and

• to ensure that on appointment to the Board, Non-Executive Directors receive formal written terms of appointment.

4.5 Remuneration Committee

The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on CCIL's policy on executive remuneration, determining the individual remuneration and benefits package of each of the Executive Directors and recommending and monitoring the remuneration of Senior Management below Board level.

The ASX Corporate Governance Recommendations provide that the Remuneration Committee should consist of at least three members, a majority of the members of the Remuneration Committee should be independent directors and the chairman of the Remuneration Committee should be independent. The Chairman of CCIL may be a member of (but not chair) the Remuneration Committee if he was considered independent on appointment as Chairman.

The membership of the Remuneration Committee comprises four Non-Executive Directors: Reginald Webb, William Love, Joseph Beal and John Yeudall. The chairman of the Remuneration Committee is John Yeudall who also acts as the secretary of the Remuneration Committee. CCIL considers that the Remuneration Committee following Admission will comply with the ASX Corporate Governance Recommendations regarding the composition of the Remuneration Committee.

The quorum for meetings of the Remuneration Committee is two members. The Remuneration Committee may invite a Director to join meetings. However, no one other than the chairman of the Remuneration Committee and its members is entitled to attend and vote at a meeting. No Director shall be involved in any decisions as to his or her own remuneration. The Remuneration Committee will meet formally at least once a year and otherwise as required. The Remuneration Committee is authorised at the expense of CCIL to obtain professional advice and to secure the attendance of outsiders with relevant experience at meetings when it considers it necessary.

Duties of the Remuneration Committee

The principal duties of the Remuneration Committee include the following:

• to make recommendations to the Board on CCIL's framework of Executive Director

For personal use only use personal For remuneration and its cost;

• to ensure that the Executive Directors and the Chairman are fairly and appropriately rewarded for their individual contributions to the Group's overall performance, drawing on outside advice as necessary;

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• to monitor the level and structure of remuneration for Senior Management and make recommendations regarding their remuneration packages;

• to advise on and monitor any performance related bonus or other incentive schemes; and

• to see that awards under the Group's option schemes and bonus or other incentive plans, if any, are consistent with the Group's overall performance and the performance of individuals and provide an additional incentive to management.

4.6 Audit Committee

The Audit Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing CCIL's interim and annual financial statements, reviewing and monitoring the extent of the non-audit work undertaken by the external auditors, advising on the appointment of external auditors and reviewing the effectiveness of CCIL's internal controls and risk management systems. The ultimate responsibility for reviewing and approving the annual report and accounts and the half yearly reports remains with the Board.

The ASX Corporate Governance Recommendations recommend that the Audit Committee should consist of at least three members who are all Non-Executive Directors and a majority of whom are independent Directors. The Chairman of CCIL may be a member (but not chairman) of the Audit Committee if he was considered independent on appointment as Chairman. At least one member of the Audit Committee should have recent and relevant financial experience.

The membership of the Audit Committee comprises four Non-Executive Directors: Reginald Webb (who is a chartered accountant), William Love, Joseph Beal and John Yeudall. Until recently, CCIL did not fully comply with Principle 4(2) of the ASX Corporate Governance Recommendations (which is compulsory under ASX Listing Rule 12.7 for companies within the S&P/ASX 300 index) because Mr Reginald Webb was chairperson of both the Audit Committee and the Board. This matter has since been rectified and Mr John Yeudall has been appointed as chairperson of the Audit Committee. Ralph Groom acts as secretary of the Audit Committee. CCIL recognises that the Audit Committee did not comply with the ASX Corporate Governance Recommendations or the ASX Listing Rules regarding the composition of the Audit Committee and this non-compliance is explained in paragraph 4.2 of this Part 8: Management and Corporate Governance.

The quorum for meetings of the Audit Committee is two members. The CCIL Group Chief Financial Officer and a representative of the external auditors shall normally attend meetings of the Audit Committee. There will be at least one meeting, or part of a meeting, each year which the external auditors attend without management present to discuss the remit of the Audit Committee and any issues arising from the audit. The Audit Committee will meet as and when requested by either its chairman or its members. The chairman of the Audit Committee will ensure that meetings are held sufficiently frequently for the Audit Committee to fulfil its duties. However, in any event, the Audit Committee will meet at least four times each year. At one of those meetings the Audit Committee shall have particular regard to the management and mitigation of risk, matters of internal control (including the governance of subsidiaries) and value for money. The Audit Committee will be authorised by the Board at the expense of CCIL to obtain external professional advice and to secure the attendance of outsiders with relevant experience at meetings when it considers necessary.

Duties of the Audit Committee

The principal duties of the Audit Committee include the following:

For personal use only use personal For • to review and monitor the external auditor's independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements;

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• to develop and implement policy on the engagement of the external auditor to supply non-audit services, taking into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm;

• to make recommendations to the Board, for it to put to the Unitholders for their approval in general meeting, in relation to the appointment, re-appointment and removal of the external auditor and to approve the remuneration and terms of engagement of the external auditor;

• to monitor the integrity of the financial statements of CCIL, reviewing significant financial reporting judgements contained in them;

• to discuss problems and reservations arising from the interim and final audits, as well as any matters the auditor may wish to raise;

• to review the Group's internal control and financial reporting systems (including financial, operational, compliance and risk management) and to make recommendations to the Board; and

• to review from time to time the need for an internal audit function and, where such a function exists, to review the implementation of the programme ensuring its smooth efficient running and appropriate standing within the Group.

4.7 Commitment to stakeholders and ethical standards

The Board supports high standards of corporate governance and requires its members and the management and staff of CCIL to act with integrity and objectivity in relation to matters such as:

(a) compliance with laws and regulations affecting CCIL’s operations;

(b) ASX Corporate Governance;

(c) employment practices;

(d) responsibilities to the community and individual;

(e) the environment;

(f) conflict of interests;

(g) confidentiality; and

(h) protection of and proper use of CCIL’s assets.

CCIL has a formal Code of Conduct, which all Directors, employees and contractors are required to observe, and which details the framework for acceptable corporate behaviour. These set out the procedures that personnel are required to follow in a range of areas, including compliance with the law, dealing with conflicts of interest, use of responsible use of assets, responsibility to Unitholders and the financial community etc. CCIL’s policies are reviewed periodically.

4.8 Communications with Unitholders

CCIL is subject to various obligations imposed on it pursuant to the ASX Listing Rules, the Corporations Act, the Disclosure and Transparency Rules, the UK Listing Rules and the Prospectus Rules. In connection with these legal and regulatory responsibilities, CCIL has established a continuous disclosure policy. In particular, CCIL's continuous disclosure policy

For personal use only use personal For reflects the continuous disclosure requirements contained in Chapter 3 of the ASX Listing Rules and the Corporations Act.

5. Model Code

In accordance with the requirements of ASX Listing Rule 12.9 CCIL adopted a new Unit trading policy on 20 December 2010 which imposes restrictions on Listed Unit dealings for the

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Directors, Senior Management, officers and other relevant employees of the Group and prohibits them from dealing in the Listed Units while in possession of inside information. This policy is in accordance with the content requirements as prescribed in ASX Listing Rule 12.12.

A summary of its terms are set out below:

Close Period

All officers, Senior Management and Directors are prohibited from dealing in the Group's securities during a closed period – the 24 hour period before and after the release of price sensitive information to the ASX and the period from the close of books at half and full year end until the release of CCIL's financial results for the half and full year respectively.

In exceptional circumstances trading may be permitted in a closed period providing the individual involved is not in possession of price-sensitive information and only with prior written clearance from the Chairman of the Board.

Further trading restrictions

Officers and Senior Management are prohibited from short-term trading (less than a 30 day period) of the Group's securities and prohibited from taking part in any Group securities' transactions while in possession of inside information.

The Directors are prohibited from the same trading restrictions as the officers and Senior Management and, in addition, must provide prior notification of any intended Group securities' transactions and the CCIL secretary must keep a register of any Group securities' transactions by the Directors. The Directors are normally permitted to trade in the Group's securities provided that the Director is not in possession of inside information, the trading is not for short-term or speculative gain and the trading is not likely to be seen by the public, press, other Unitholders or the ASX to be unfair or inappropriate.

Register of Interests

The Company Secretary maintains a register of Directors' interests which are updated and

included in the Board papers immediately after any transaction. For personal use only use personal For

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PART 9 OPERATING AND FINANCIAL REVIEW

The following is a summary of the Group's financial condition, changes in financial condition and results of operations for the three financial years ended 30 June 2008, 30 June 2009 and 30 June 2010 and the six month interim period ended 31 December 2010. The following operating and financial review should be read, together with the whole of this document, including Part 2: Risk Factors and the financial information incorporated in this document by reference in Part 10: Financial Information on the Group and you should not just rely on the summary of the operating and financial information set out in this Part 9: Operating and Financial Review. References in this operating and financial review of the Group to “2010”, “2009” and “2008” refer to the years ended 30 June 2010, 2009 and 2008 respectively.

1. Overview of the financial years ended 30 June 2008, 30 June 2009 and 30 June 2010 and the six month interim period ended 31 December 2010

The Group’s operations are split into four separate reporting divisions:

• franchise operations;

• store operations;

• financial services (administration); and

• financial services (personal loans).

The franchise operations division includes the revenues and expenses associated with franchising the business. The store operations division includes all Group owned store income and expenses. The financial services (administration division) includes the administration fees received by the Group for providing the cash advance software platform to the franchised and Group owned store networks. The financial services (personal loans) division includes all the income and expenses from providing secured and unsecured personal loans to both the franchised and Group owned store networks.

Key factors affecting results and operations

Store acquisitions

Since 2008, the Group has pursued a policy of increasing the number of Group owned stores through acquisitions of franchised stores in Australia and the UK. In the financial year ending 30 June 2008 the Group acquired 8 franchised stores in Melbourne. In the financial year ending 30 June 2009 7 stores were acquired in the UK and a further 8 stores were acquired in Australia. In the first six months of 2010 4 stores were acquired in the UK and 9 stores in Australia taking the Group owned store numbers in both countries to 58 stores. In the six months ending 31 December 2010 6 stores were acquired in the UK and 13 stores in Australia. The buy-back of the Scottish sub-master franchise licence was also made in this period. The Group is generally able to generate a higher margin from the stores than Franchisees through its experience of managing its store portfolio and utilising better stock control management and being more aggressive in relation to its cash advance lending policy. The Directors believe that the franchise model has allowed it to generate strong brand recognition both in its core territories of Australia and the UK and in other strategic markets such as Spain with minimal capital expenditure with the opportunity to acquire the stores at a later stage. This strategy has resulted in annual revenue growth in the store operations division of 94 per cent. and 37 per cent. in 2009 and 2010 respectively.

New store openings

In addition to the acquisition of franchised stores the Group has also opened ‘greenfield’ sites both in the UK and Australia. In the year ending 30 June 2011 the UK business has opened 13 ‘greenfield’ sites. The

For personal use only use personal For Directors believe the Group has a significant opportunity to open ‘greenfield’ sites in New South Wales, which is the most populous state in Australia, and the Group is currently reviewing site opportunities.

Rollout of cash advance and personal loans in the UK and other territories

The Group has identified the provision of financial services through its cash advance products and personal loans as being key to its growth strategy. These products have been offered to Australian

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customers since 1999 and the Group considers this line of business to be mature in the Australian market. These products were introduced to the UK market in October 2009 on a trial basis and at this early stage the UK stores still operate stricter limits on lending than in Australia until sufficient experience is gained in this market although the availability of both positive and negative credit checks in the UK facilitates the assessment of risk.

2. Key performance indicators

The Group sets financial budgets for each division every 12 months. These budgets are then compared to the actual results and it is from these comparisons that the Group assesses its performance. The budgets are reviewed and updated every six months for any known variable changes and any relevant economic data.

The Directors review the budget versus actual comparisons every month and are provided with operational updates from each divisional head. If a particular division is performing below budget then this division's results are reviewed in more detail and the suggested corrective strategies discussed.

These budgets are also monitored by divisional heads and support managers to constantly assess actual performance against budget performance and to take whatever corrective action is necessary to deliver an actual result in line with or above budget.

The budgeting process usually takes a number of months to complete and incorporates as many known variables as possible and historical data in order to ensure the budgeting process is as accurate as possible.

3. Financial review of the financial years ended 30 June 2008, 30 June 2009 and 30 June 2010 and the six month interim period ended 31 December 2010

Audited financial statements have been prepared and filed under A-IFRS for the years ended 30 June 2010, 2009 and 2008 and reviewed financial statements have been prepared and filed under A-IFRS for the six month interim period ended 31 December 2010.

Segment revenues Period Ended 31 December 30 June 30 June 30 June 2010 2010 2009 2008 Franchise operations 13,314,922 22,974,687 24,409,362 25,570,687 Store operations 48,385,704 62,534,745 45,789,144 23,559,402 Financial services - administration 6,567,383 10,249,019 9,516,552 12,056,017 Financial services - personal loans 24,817,232 37,069,623 20,620,040 19,368,086 Intersegment elimination of revenues (5,821,410) (6,183,971) (5,816,743) (6,619,643) Totals 87,263,831 126,644,103 94,518,355 73,934,549 Corporate head office income 655,375 1,143,675 284,927 471,333 Total revenue 87,919,206 127,787,778 94,803,282 74,405,882

Segment results Period Ended 31 December 30 June 30 June 30 June 2010 2010 2009 2008 Franchise operations 3,443,908 8,710,344 8,642,091 9,114,850 Store operations 5,644,455 6,844,755 5,383,490 1,607,919 Financial services - administration 5,942,921 9,112,424 7,512,836 9,479,204 Financial services - personal loans 10,624,649 15,454,064 9,780,737 9,425,367 Totals 25,655,933 40,121,587 31,319,154 29,627,331 For personal use only use personal For Corporate head office costs (5,106,563) (8,909,010) (8,011,922) (8,028,762) Total operating profit 20,549,370 31,212,577 23,307,232 21,598,569 Income tax attributed to operating profits (6,238,122) (9,536,414) (7,152,524) (6,423,983) Operating profit after income tax 14,311,248 21,676,163 16,154,708 15,174,586

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Segment results Period Ended 31 December 30 June 30 June 30 June 2010 2010 2009 2008 (Profit)/loss attributable to outside equity interests (7,285) (46,241) 10,153 (31,183) Profit attributable to members of Cash Converters International Limited 14,303,963 21,629,922 16,164,861 15,143,403

Franchise Operations

The operating profit for the franchise operations was AUD$8,710,344 in 2010 (2009: AUD$8,642,091; 2008: AUD$9,114,850). The Australian business contributed AUD$4,572,720, the UK business AUD$3,871,912 and the international operations AUD$265,712 of the profit before tax.

The income and profits for the franchise operations have remained relatively static between 2008 and 2010. When franchised stores are acquired the franchise division ceases to receive the monthly franchise fees which has a large impact on revenues and operating profits for this division. However, this effect is mitigated to a degree by the number of new franchised stores opening. Between 2008 and the date of this document, 61 franchised stores have been acquired by the Group and 68 new franchised stores have opened.

The total number of stores throughout the Group now stands at 598 with 190 stores in the UK, 140 in Australia and 290 throughout the rest of the world. Franchised stores continue to be opened, with 26 in the UK and 2 stores in Australia opened in the six month period ending 30 June 2011. Internationally most of the growth is coming from Spain, France and South Africa although other countries are also growing albeit at a slower rate.

The franchise network for Australia and the UK is currently stable. Proceedings had been commenced against one Franchisee in Victoria, Australia, in relation to breaches of its Franchise Agreement but this dispute was settled in favour of the Group in December 2010 and the Franchisee's relationship with the Group was terminated.

All franchise fees have been received in a timely manner and the revenue from this division is steady, although franchise store acquisitions for the Group owned store network are expected to reduce this revenue stream as the payment of franchise fees ceases.

The potential for franchise expansion, particularly in the UK, is still significant, with few countries, outside of Australia, reaching saturation level of franchised stores.

Store Operations

The store operations delivered an operating profit of AUD$6,844,755 in 2010 (2009: AUD$5,383,490; 2008: AUD$1,607,919) up 27.1 per cent. on the previous corresponding period. The Australian business contributed AUD$4,432,808 and the UK business AUD$2,411,947 of the net profit before tax.

This division encompasses the Group owned store network in both the UK and Australia. Currently there are 47 stores in the UK and 42 in Australia, taking the total Group owned store numbers to 89.

Although Christmas trading in Australia in 2010 was more difficult than the previous year as a result of the Australian government stimulus package in 2008, the Group owned stores performed well in the second half of the year and finished above budget for the full period. The UK stores finished behind

budget as a result of the five new stores opened and related opening losses. For personal use only use personal For In October 2009 the financial services currently offered in Australia were launched in the UK. The trial commenced in the north of England at the Ashton-under-Lyne store and was successfully completed. As a result it has now been offered in all other Group owned stores and some franchised stores in the UK. The credit environment in the UK operates under a more sophisticated credit rating system than Australia with both positive and negative credit checks available for prospective borrowers - this reduces the risk when offering unsecured loans.

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The store operations division has demonstrated double-digit revenue and profit growth in both the UK and Australian markets over the last two financial years and the Directors expect the division to form an important part of the business going forward. The UK in particular has good opportunities to secure high street locations for new stores. This coupled with the excellent potential for developing financial services augurs well for growth in the UK. Although the opportunities for ‘greenfield’ sites in Australia are not as strong as the UK, certain states (New South Wales and Victoria) do offer growth potential for new ‘greenfield’ sites. There are still a number of opportunities in Australia to acquire franchised stores.

Both the income and operating profits for this division have been growing strongly since the year ending June 2008 when the first acquisition of 8 franchised stores were made in October 2007. This acquisition took the total Group owned store numbers as at June 2008 to 22, 13 in the UK and 9 in Australia. In 2009 a further 7 stores were acquired in the UK and a further 8 stores were acquired in Australia. In 2010 the Group acquired 4 stores in the UK and 9 stores in Australia taking the Group owned store numbers in both countries to 58 stores. In the six months ending 31 December 2010 a further 6 stores were acquired in the UK and 13 in Australia. So far in the six month period ending 30 June 2011 two further franchises have been acquired in Australia.

Financial Services – Administration

The revenue and operating profit in this division declined during 2008. This year was impacted by a breakaway franchise group of 14 stores in Queensland, Australia that breached their contractual agreements by offering cash advance loans utilising their own software. Following a period of negotiation the 14 franchised stores agreed to use the cash advance software developed by this division. The breakaway group, however, did negotiate a fee rebate based on the volume of cash advances offered during a month and this was also passed on to the other Franchisees. This rebate was fully implemented for the year beginning July 2008 and as a result impacted the operating profit for 2009, however, it was designed to drive more volume through the cash advance business which it achieved. Following the dip in operating profit in 2009 the operating profit in 2010 returned to a similar level achieved in 2008.

In October 2009 these services were also offered in the UK and there has been growth in the UK business since this date. The introduction of this service to the UK business is expected to have a positive impact on the revenue and operating profit for this division going forward.

In May 2010 this division acquired a business in South Australia which supplied software and administration services for the franchise network in this state. This business was the only other supplier of these services to the franchise network in Australia and as a result of this acquisition the Group now controls all the software and administration services for the Australian market. The acquisition of this business is expected to generate approximately AUD$1.3 million of operating profit over a 12 month period.

Financial Services – Personal Loans

The personal loans business in Australia has continued to grow since 2008 with the loan book moving from AUD$13.8 million as at 30 June 2008 to AUD$47.3 million by 31 December 2010. The size of the loan book increase has driven the associated revenue and operating profit increases accordingly. The personal loan products have been offered in the UK from October 2009 and since then the loan book has grown to £2.3 million as at 31 December 2010.

Corporate head office income

Corporate head office income relates to interest received from surplus funds held in Westpac term deposits and bank operating accounts.

Corporate head office costs

For personal use only use personal For The corporate head office costs relate to the costs associated with running the corporate offices in both Australia and the UK. The costs cannot be directly attributable to a particular operating division and as such are charged to the corporate head office cost centres.

- 45 -

Corporations tax

The current corporation tax rate in Australia is 30 per cent. In the UK the current corporation tax rate is 28 per cent. falling to 25 per cent. from April 2012 and to 23 per cent. from April 2014.

4. Legislation relating to short-term credit in Australia

In Australia, the Group is regulated by the Australian Securities and Investments Commission under the provisions of the NCC, which is contained in the NCCPA and NCCPR, and by the Australian Competition and Consumer Commission under the provisions of the CCA(CTH), in addition to certain state-based legislation that governs the buying and retail of second-hand goods. All legislation regarding consumer credit was transferred from State based legislation across to a single, NCC via the NCCPA and NCCPR and has been controlled by the Australian Federal Government since 1 January 2010. The Australian Federal Government is currently in the process of introducing a national licensing regime for the provision of consumer credit in Australia as part of a National Consumer Credit Reform Package, which requires that a consumer credit licence had to be obtained by 1 July 2011. Under the transitional arrangements of phase one of the Australian Federal Government’s National Consumer Credit Reform Package all entities engaging in the provision of consumer credit must have been registered and have applied for such a licence. CCIL has been actively engaging with the Australian Federal Government regarding these reforms and as at the date of this document CCIL has complied with all of the licensing obligations set out in this paragraph which have been implemented.

These reforms have led to the licensing of all providers of financial services including short-term loan providers in Australia. Under the proposed reforms companies are required to establish an external dispute resolution process in order to settle any dispute claims with clients quickly and easily – the Group has put a process in place to comply with the legislative requirements.

The new legislation will also bring into play Responsible Lending Provisions which will commence in November 2011 – the Group's processes and disclosures already meet the new requirements. The final phase is planned for July 2011 when the Australian Federal Government will decide on the possibility of some form of interest rate cap.

CCIL, as a leading participant in the micro finance sector, is working closely with the Australian Federal Government to ensure customers retain access to credit at a fair cost and that it maintains a viable business model.

5. Legislation relating to short-term credit in the UK

As far as the Directors are aware, there are currently no proposed changes to UK legislation which will impact the Group's financial services in the UK.

6. Capitalisation and Indebtedness

The following tables show the Group's consolidated capitalisation and indebtedness as at 30 June 2010, 31 December 2010 and 31 May 2011 (being the last practicable date prior to publication of this document). The following tables should be read in conjunction with the financial statements and schedules incorporated by reference in Part 10: Financial Information on the Group of this document. The indebtedness information as at 31 May 2011 has been sourced from the Group’s accounting records.

Unitholders’ Equity 31 May 2011 31 Dec 2010 30 June 2010

Issued capital 116,812,467 116,812,467 116,812,467

For personal use only use personal For Reserves (4,110,501) (4,703,100) (1,421,453) Retained earnings 60,540,845 55,756,676 47,149,168 Equity attributable to owners of the parent 173,242,811 167,866,043 162,540,182

Non-controlling interest 307,001 322,799 315,514 Total equity 173,549,812 168,188,842 162,855,696

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Borrowings 31 May 2011 31 Dec 2010 30 June 2010

Total current debt Secured 4,100,987 3,199,775 3,280,316

Total non-current debt Secured 18,636,562 8,753,652 10,616,687

Cash and cash equivalents 21,304,904 23,404,641 50,716,388 Net indebtedness 1,432,645 (11,451,214) (36,819,385)

7. Liquidity and Capital Resources

The following table analyses the Group’s consolidated cash flows for 2008, 2009 and 2010 and for the half-year ended 31 December 2010:

Consolidated Cash Flows Period Ended 31 December 30 June 30 June 30 June 2010 2010 2009 2008 Net cash inflows from operating activities 14,512,904 16,507,184 15,299,135 18,620,714 Net cash outflows from investing activities (33,846,920) (29,024,121) (19,783,404) (18,931,628) Net cash inflow/(outflow) from financing activities (7,524,800) 56,791,143 (3,774,409) 1,702,177 Net increase/(decrease) in cash and cash equivalents (26,858,816) 44,274,206 (8,258,678) 1,391,263 Cash and cash equivalents at the beginning of the year 50,716,388 6,345,038 15,284,545 14,171,122 Effects of exchange rate changes on the balance of cash held in foreign currencies (452,931) 97,144 (680,829) (277,840) Cash and cash equivalents at the end of the year 23,404,641 50,716,388 6,345,038 15,284,545

The Group has historically financed its capital investment and working capital requirements through a combination of equity raisings and bank borrowings. In 2010 an issue of 139,751,334 Units raised AUD$68.8 million which was used to fund acquisitions and working capital needs. Prior to this, AUD$7.3 million and AUD$12.4 million was drawn down under the Westpac Facility Agreement in 2009 and 2008 respectively.

As at 1 August 2011, the Group has a facility with Westpac in Australia of approximately AUD$39.0 million with AUD$18.0 million still available for drawdown.

For all funding decisions, the Group aims to choose the most appropriate source of funding, be that debt or equity, as well as the most appropriate currency in which to secure that funding, given the jurisdiction For personal use only use personal For where the funding is required and the perceived currency risks.

As at 31 May 2011 the Group had a debt/equity ratio of 13.5 per cent.

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Included within cash flows from investing activities are those for acquisition of franchised stores as set out below:

Acquisitions of franchised stores Period Ended 31 December 30 June 30 June 30 June 2008 2010 2010 2009 Net cash paid for acquisitions of controlled entities 22,690,286 7,975,624 11,035,619 15,786,230

Cash and cash equivalents

CCIL's cash and cash equivalents comprise cash at bank. As at 31 December 2010 CCIL had cash and cash equivalents of AUD$23,404,641 compared to AUD$50,716,388 at 30 June 2010. At 31 May 2011 (being the last practicable date prior to publication of this document) CCIL's cash and cash equivalents totalled AUD$21,304,904.

The bank balance at 31 December 2010 of AUD$23,404,641 was made up of cash in the following currencies:

• AUD$21,609,245

• US$1,072

• £1,136,877

The bank balance at 31 May 2011 of AUD$21,304,904 was made up of cash in the following currencies:

• AUD$19,171,428

• US$5,215

• £1,317,907

The Group does not believe there are any material restrictions on the ability of subsidiaries to transfer funds from subsidiaries to CCIL in the form of cash dividends, loans or advances. As such this should not have any impact on CCIL’s ability to meet its cash obligations.

Group borrowings

At 31 May 2011 (being the last practicable date prior to publication of this document) Group borrowings totalled AUD$22,737,549 as compared to AUD$11,953,427 at 31 December 2010. Group borrowings have increased by AUD$10,784,122 between 31 December 2010 and 31 May 2011 as the result of further store acquisition and additional working capital requirements. Currently none of the Group entities utilises a bank overdraft.

Undrawn facilities

In addition to the Group borrowings at 31 May 2011 (being the last practicable date prior to publication of this document) the Group has undrawn bank loan facilities which total AUD$18.0 million.

Contingent liabilities

As at 31 December 2010 there were no contingent liabilities. The Group has no contractual obligation to

For personal use only use personal For fund associates and has no contingent liabilities in respect of its associates.

Off balance sheet arrangements

There are no off balance sheet arrangements.

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Contractual obligations and commitments

The Group does not have any financial instruments for hedging purposes. The Group relies on natural hedging provided by the mix of currencies within the Group for inter company loans and external borrowings.

Capital expenditures

The Group's historical capital expenditure has largely been driven by new store fit-outs, store refits and development of computer software. Over the three and a half financial years to 31 December 2010 the capital expenditure for the Group totalled AUD$8,976,110.

8. Material transactions since 31 December 2010

Since 31 December 2010 the Group has continued to experience growth in its loan books, in particular personal unsecured loans, with the loan book in Australia growing to over AUD$50 million and the UK loan book growing to just over £5 million.

The monthly cash advances have also increased with the UK business now advancing over £1 million and the Australian business just under AUD$18 million per month.

A further 2 franchised stores have been acquired in Australia for AUD$1.95 million and CCIL has opened 5 greenfield sites in the UK since December 2010. Although post Christmas trading in early 2011 was fairly flat, both in Australia and the UK, there are now signs of a slight improvement in retail sales in Australia through the Group owned store networks, however retail sales in the UK stores have not improved as much as the Group had estimated.

Franchise sales have delivered 12 new franchised stores in the UK and 2 new franchised stores in Australia.

In addition, on 22 March 2011, CCIL and EZCORP announced a proposed strategic alliance to develop and introduce globally a suite of innovative financial services products under the "Cash Converters" brand. The Directors believe that this strategic alliance will both expand and accelerate the Group’s strategic growth plan, therefore opening up new opportunities for the Group. Further information on the EZCORP Transaction is set out above in paragraph 2 of Part 7: EZCORP Transaction and Current Developments.

9. Quantitative and Qualitative Disclosures about Market Risk

Foreign Exchange Risk

The Group operates across numerous geographies including the head office operation in Australia. As such there are various currencies being used which are subject to fluctuations. The main currency exposure for the Group is to the Australian dollar and the UK pound. Foreign exchange risk arises when transactions occur, or assets or liabilities are recognised in a currency other than the functional currency of the Group. The Group does not hedge the risk of foreign exchange, however to whatever extent possible, the Group aims to offset revenues and costs in individual currencies in order to create a natural hedging mechanism.

Interest Rate Risk

The Group is subject to interest rate risk on the non-fixed interest element of its borrowings. The non- fixed interest loan which is held in the Group is held by CCIL and is currently in the amount of AUD$3.4 million (prior to any further drawdown) which is charged at 1.75 per cent. above base rate. The remainder of Group borrowings are at fixed rates, with the terms of the loans sufficiently long to mean that the

For personal use only use personal For Group does not believe it has a material interest rate risk.

Impact of Inflation

Because of the geographical spread over which the Group operates, there are varying levels of inflation which can affect the operating costs of the Group. A substantial amount of the operations of the Group occur in Australia.

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Price Risk

Of the Group's operations, those most open to price risk are the retail stores.

Credit Risk

Credit risk arises from credit terms which are provided to customers by the operating units of the Group. Of the operating units, the financial services (personal loans) division has the largest level of receivables and offers the longest credit terms and is therefore the most open to credit risk. The business however, has systems in place to ensure that most payments are made electronically and on time.

Insurance Risk

The Group maintains insurance coverage for various types of risk. The types and amounts of insurance obtained may vary from time to time, depending on availability, cost and decisions with respect to risk retention. Losses not covered by insurance could be substantial and may increase costs, which could negatively affect the Group financial results.

Acquisitions, investments and other transactions could disrupt the ongoing Group business and harm the operating and financial results

In pursuing business strategy, opportunities are evaluated and the Group enters into agreements regarding possible acquisitions, investments and other transactions. These transactions may involve significant challenges and risks, including risks that the returns anticipated may not be achievable, or the Group may not be able to retain key personnel of an acquired business, or integrate the business into business systems and processes. Furthermore, acquisitions, investments and other transactions require substantial management resources and have the potential to divert management time away from the existing business. These factors could harm the Group financial results.

Liquidity Risk

The Group prepares five-year cashflow forecasts which are used to highlight possible times when borrowing will be required. The Group has credit facilities in place so that it is able to smooth out the operating requirements of each of the operating units. The Group has credit facilities in place with

undrawn facilities totalling AUD$18.0 million. For personal use only use personal For

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PART 10 FINANCIAL INFORMATION ON THE GROUP

The documents incorporated by reference into this document have been incorporated in compliance with Prospectus Rule 2.4.1. These documents are available on the National Storage Mechanism and CCIL's website at www.cashconverters.com. Information that is itself incorporated by reference or referred or cross-referred to in those documents is not incorporated by reference into this document.

1. Financial Information on the Group for the six month interim period ended 31 December 2010 prepared under A-IFRS

Page number in Information incorporated by reference into reference this document Reference document document

Independent Auditors' Review Report CCIL Financial Report for the half year 20 ended 31 December 2010

Condensed Consolidated Statement of CCIL Financial Report for the half year 8 Comprehensive Income ended 31 December 2010

Condensed Consolidated Statement of CCIL Financial Report for the half year 9 Financial Position ended 31 December 2010

Condensed Consolidated Statement of CCIL Financial Report for the half year 10 Changes in Equity ended 31 December 2010

Condensed Consolidated Statement of Cash CCIL Financial Report for the half year 11 Flows ended 31 December 2010

Notes to the Condensed Consolidated CCIL Financial Report for the half year 12-17 Financial Statements ended 31 December 2010

2. Financial Information on the Group for the financial year ended 30 June 2010 prepared under A-IFRS

Page number in Information incorporated by reference into reference this document Reference document document

Independent Auditors' Report CCIL Financial Report for the year 74 ended 30 June 2010

Consolidated Statement of Comprehensive CCIL Financial Report for the year 28 Income ended 30 June 2010

Consolidated Statement of Financial CCIL Financial Report for the year 29 Position ended 30 June 2010

Consolidated Statement of Changes in CCIL Financial Report for the year 30 Equity ended 30 June 2010

For personal use only use personal For Consolidated Statement of Cash Flows CCIL Financial Report for the year 31 ended 30 June 2010

Notes to the Consolidated Financial CCIL Financial Report for the year 32-72 Statements ended 30 June 2010

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3. Financial Information on the Group for the financial year ended 30 June 2009 prepared under A-IFRS

Page number in Information incorporated by reference into reference this document Reference document document

Independent Auditors' Report CCIL Financial Report for the year 74 ended 30 June 2009

Consolidated and CCIL Income Statement CCIL Financial Report for the year 28 ended 30 June 2009

Consolidated and CCIL Balance Sheet CCIL Financial Report for the year 29 ended 30 June 2009

Consolidated and CCIL Statement of CCIL Financial Report for the year 30 Recognised Income and Expense ended 30 June 2009

Consolidated and CCIL Cash Flow CCIL Financial Report for the year 31 Statement ended 30 June 2009

Notes to the Financial Statements CCIL Financial Report for the year 32-72 ended 30 June 2009

4. Financial Information on the Group for the financial year ended 30 June 2008 prepared under A-IFRS

Page number in Information incorporated by reference into reference this document Reference document document

Independent Auditors' Report CCIL Financial Report for the year 74 ended 30 June 2008

Consolidated and CCIL Income Statement CCIL Financial Report for the year 30 ended 30 June 2008

Consolidated and CCIL Balance Sheet CCIL Financial Report for the year 31 ended 30 June 2008

Consolidated and CCIL Statement of CCIL Financial Report for the year 32 Recognised Income and Expense ended 30 June 2008

Consolidated and CCIL Cash Flow CCIL Financial Report for the year 33 Statement ended 30 June 2008

Notes to the Financial Statements CCIL Financial Report for the year 34-72 ended 30 June 2008

For personal use only use personal For

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PART 11 ADDITIONAL INFORMATION

1. Responsibility

CCIL, the Directors (whose names appear in Part 5: Directors, Company Secretary, Registered Office and Advisers of this document) and Sterling B. Brinkley, Paul E. Rothamel, Mark Kuchenrither and Stephen A. Stamp (as Prospective Directors) accept responsibility for the information contained in this document. To the best of the knowledge of CCIL, the Directors and Sterling B. Brinkley, Paul E. Rothamel, Mark Kuchenrither and Stephen A. Stamp (as Prospective Directors), who have taken all reasonable care to ensure that such is the case, the information contained in this document is in accordance with the facts and contains no omission likely to affect its import.

2. Incorporation and registered office

2.1 CCIL was incorporated in Western Australia on 21 April 1995 with Australian company number 069 141 546 under the Corporations Law (the predecessor to the Corporations Act) as a public company with limited liability with the name Cash Converters International Limited. CCIL listed on the main market of the LSE on 30 November 1995 and the official list of the ASX on 7 February 1997.

2.2 The principal legislation under which CCIL operates and under which the Ordinary Shares (which, together with the DAS Shares, comprise the Units) were created is the Corporations Act. The liability of Unitholders is limited. The Australian Securities and Investments Commission is responsible for administering and enforcing the Corporations Act. CCIL is also obliged to comply with specific obligations arising from other laws that relate to its activities.

2.3 CCIL is domiciled in Australia. Its registered office and principal place of business is at Level 18, 37 St Georges Terrace, Perth, Western Australia 6000 (Tel. No. +61 (8) 9221 9111).

3. CCIL and its subsidiaries

CCIL is the ultimate parent and holding company of the Group. The following table shows the significant subsidiary undertakings of CCIL which are considered by the Directors to be likely to have a significant effect on the assessment of the assets and liabilities, the financial position and/or the profits and losses of the Group:

Principal subsidiaries Country of incorporation Ownership interest

Directly controlled by CCIL

CCPL Australia 100.00 per cent.

Mon-e Pty Ltd Australia 100.00 per cent.

Safrock Finance Group Pty Ltd Australia 100.00 per cent.

Safrock Finance Corporation Australia 100.00 per cent. (QLD) Pty Ltd

Safrock Finance Corporation Australia 100.00 per cent. (WA) Pty Ltd

Finance Administrators of Australia 100.00 per cent. Australia Pty Ltd

For personal use only use personal For Cash Converters (Stores) Pty Ltd Australia 100.00 per cent.

Cash Converters (Cash Advance) Australia 100.00 per cent. Pty Ltd

CCUK UK 100.00 per cent.

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Principal subsidiaries Country of incorporation Ownership interest

Cash Converters USA Ltd Australia 99.285 per cent.

Directly controlled by CCPL

Cash Converters Finance Australia 34.00 per cent. Corporation Limited

Directly controlled by CCUK

CC(UK)L UK 100.00 per cent.

Directly controlled by Cash Converters USA Limited

Cash Converters USA Inc US 100.00 per cent.

The voting power of CCIL in each subsidiary listed above is directly aligned with its ownership interest in each subsidiary, save for Cash Converters Finance Corporation Limited in which CCIL controls 51 per cent. of the voting power through a special A class share.

Details of important events in the development of the Group’s business are set out in Part 6: Information on CCIL.

4. The City Code and the Corporations Act

UK

4.1 CCIL is incorporated in Australia, has its head office and place of central management in Australia and is resident in Australia. Accordingly, transactions involving the acquisition of the Listed Units will not be subject to the provisions of the City Code which regulates takeovers in the UK. However, Chapter 6 of the Corporations Act contains provisions that are similar or analogous to certain provisions of the City Code.

Australia

4.2 The takeovers provisions of the Corporations Act apply to dealings in the Listed Units and other securities. The Corporations Act forbids the acquisition of a “relevant interest” (power to vote or dispose of the share) in the voting shares in a company incorporated in Australia if, as a result, the “voting power” of the acquirer (or any other person) would increase from 20 per cent. or below to more than 20 per cent. Similarly, such an acquisition is forbidden if any person who already has more than 20 per cent., but less than 90 per cent., of the voting power increases their voting power in the target company. However, it is not mandatory for a person who exceeds these thresholds to make a takeover bid for all Listed Units.

4.3 There are several exceptions which allow acquisitions which would otherwise be prohibited from taking place. These exceptions include acquisitions:

(a) under a formal takeover offer in which all Unitholders can participate;

(b) with the approval of the Unitholders given at a general meeting of CCIL;

(c) in 3 per cent. increments every six months (provided that the acquirer has had voting

power of at least 19 per cent. in CCIL for at least six months); or For personal use only use personal For (d) pursuant to a court approved scheme of arrangement.

4.4 A person who has made a takeover bid which results in, at the end of the offer period, that person (and its associates) having a relevant interest in at least 90 per cent. of the Listed Units and having acquired 75 per cent. (by number) of the Listed Units they offered to acquire under the bid, may compulsorily acquire any remaining Listed Units it does not hold at the same price

- 54 -

offered under the bid, if the compulsory acquisition process is commenced within one month after the end of the offer period. Even if a takeover bid has not been made, a person who otherwise lawfully acquires a relevant interest in 90 per cent. of the Listed Units is able to acquire the remaining Listed Units for fair value (confirmed by an independent expert) within six months of reaching 90 per cent. There have never been any public takeover bids in respect of the Listed Units.

4.5 Generally, and subject to certain prescribed financial thresholds, under the Foreign Acquisitions and Takeovers Act, a non-Australian foreign person or entity cannot acquire 15 per cent. or more of the Listed Units or voting power, or two or more foreign entities or persons cannot acquire 40 per cent. or more of the Listed Units or voting power, in CCIL without first notifying the Australian Treasurer (through his delegate, the Australian Foreign Investment Review Board). The Australian Treasurer has the power to block transactions or impose conditions.

4.6 Whilst CCIL remains listed on the ASX, the Corporations Act requires Unitholders to disclose if they acquire relevant interests in 5 per cent. or more of the issued Unit capital of CCIL, and thereafter any changes in their interest of 1 per cent. or more (whether up or down).

5. Unit capital

5.1 The issued Unit capital in CCIL as at 1 August 2011 (being the last practicable date prior to publication of this document) is 379,761,025 Ordinary Shares all of which are fully paid, and all of which are stapled to DAS Shares to comprise 379,761,025 Units. The Listed Units have no nominal or par value and are recorded in the accounts of CCIL at their issue price net of the costs of issuing the Units. Listed Units issued pursuant to the exercise of options are recorded in the accounts at their exercise price.

5.2 Under the Corporations Act, CCIL does not have an authorised Unit capital and there is generally no limit in the Corporations Act or the CCIL Constitution on the power of the Directors to issue Listed Units or other securities.

Issued Capital (number of Units)

31 December 30 June 30 June 30 June 2010 2010 2009 2008 Balance at beginning of period 379,761,025 240,009,691 238,685,685 240,311,699 Units issued during the period - 139,751,334 2,833,333 2,833,333 Unit buy-back - - (1,509,327) (4,459,347)

Balance at end of period 379,761,025 379,761,025 240,009,691 238,685,685

Listed Units

5.3 The Listed Units are in registered form, some of the Listed Units are certificated and some are uncertificated. The Listed Units are currently admitted to trading on the ASX and LSE. The Listed Units are traded in Australian dollars on the ASX and in pounds sterling on the LSE. CCIL’s ISIN number is AU000000CCV1. The UK Unlisted Units are currently admitted to trading on the ASX and are traded in Australian dollars.

5.4 Application has been made for all the UK Unlisted Units to be admitted to the premium segment of the Official List and to trading on the LSE.

5.5 Other than as set out above, neither the Listed Units nor the UK Unlisted Units are listed or For personal use only use personal For traded on and no application has been or is being made for the admission of the Listed Units and the UK Unlisted Units to listing or trading on any other stock exchange or securities market.

5.6 Other than as set out above or in paragraph 7.1 of this Part 11: Additional Information, there are no other listed or unlisted securities issued by CCIL or the Group representing their Unit capital.

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5.7 The history of Unit capital changes from 1 July 2007 until 1 August 2011 is as follows:

Date of Unit Units issued / Reason for issue / Price Consideration Total Units in issue/repurchase repurchased repurchase (Cents) (gross) (AUD$) issue Balance as at 1 240,311,699 July 2007 19 October 2007 2,833,333 Earn-out Units 40.0 1,133,333 243,145,032 issued to Safrock Group 10 December 2007 - (5,968,674) On-market buy back 26.8 1,601,161 237,176,358 9 December 2008 3 December 2008 2,833,333 Earn-out Units 40.0 1,133,333 240,009,691 issued to Safrock Group 17 July 2009 12,500,000 Purchase of 40.0 5,000,000 252,509,691 franchise stores 5 November 2009 2,833,334 Earn-out Units 40.0 1,133,334 255,343,025 issued to Safrock Group 6 November 2009 108,218,000 Issue of Units to 50.0 54,109,000 363,561,025 EZCORP 26 May 2010 16,200,000 Issue of Units to 60.0 9,720,000 379,761,025 EZCORP Balance as at 1 379,761,025 August 2011

5.8 The issued fully paid Unit capital of CCIL as at 1 July 2007, 30 June 2008, 30 June 2009 and 30 June 2010, the first and last dates being the first and last balance sheet dates covered by the audited financial information of CCIL included in this document, was as follows:

Issued fully paid up Amount Number (AUD$) 1 July 2007 ...... 240,311,699 46,536,871 30 June 2008 ...... 238,685,685 46,424,331 30 June 2009 ...... 240,009,691 47,202,376 30 June 2010 ...... 379,761,025 116,812,467

5.9 The issued and fully paid Unit capital of CCIL (a) as at 1 August 2011 (being the last practicable date prior to publication of this document) was and (b) immediately following Admission is expected to be as follows:

Issued fully paid up Amount Number (AUD$) 1 August 2011 ...... 379,761,025 116,812,467 Immediately after Admission ...... 379,761,025 116,812,467

5.10 As at 1 August 2011 (being the last practicable date prior to publication of this document), the following options remain outstanding:

Number of Listed Units Company Unit Schemes under option Executive Performance Rights Plan ...... 10,000,000

5.11 Save as disclosed in paragraph 5.10 above, CCIL has not issued any convertible securities, exchangeable securities or securities with warrants which remain outstanding.

5.12 As at 1 August 2011 (being the last practicable date prior to publication of this document), no For personal use only use personal For Units in the capital of CCIL are held by or on behalf of the Group.

5.13 As at 1 August 2011 (being the last practicable date prior to publication of this document), CCIL did not hold any Units in treasury.

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6. Constitutional Documents

A Unit comprises one Ordinary Share and one DAS Share and the rights attached to each are set out in the CCIL Constitution and the CCUK Articles, respectively and summarised below.

Constitution of CCIL

6.1 The CCIL Constitution was adopted at a general meeting of CCIL held on 27 August 1996 and amended at general meetings of CCIL held on 16 December 1996 and 24 November 1999 respectively. A copy of the CCIL Constitution is available at CCIL's website, www.cashconverters.com.

6.2 Under section 140(1) of the Corporations Act, the CCIL Constitution has effect as a contract between CCIL and each member and between a member of CCIL and each other member. Accordingly, persons who hold Ordinary Shares will be subject to the CCIL Constitution.

6.3 The following is a summary of the key provisions of the CCIL Constitution, including the principal rights attaching to Ordinary Shares and preference shares. It does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of shareholders. Unitholders should seek their own advice when trying to establish their rights in specific circumstances.

6.4 The CCIL Constitution contains, amongst other things, provisions to the following effect:

Share rights

The rights and restrictions attaching to Ordinary Shares are set out in the CCIL Constitution and, in certain circumstances, are regulated by the Corporations Act, ASX Listing Rules, ASX Settlement Operating Rules and Australian general law.

Without prejudice to any special rights conferred on the holders of any Ordinary Shares, and subject to the CCIL Constitution, ASX Listing Rules, the Corporations Act and any rights previously conferred on the holders of existing shares in CCIL, any share in the capital of CCIL may be issued with preferred, deferred or other special rights, obligations or restrictions, whether in regard to dividends, voting, return of share capital, payment of calls or otherwise, as CCIL may from time to time determine. The Board may allot or grant options over or otherwise dispose of shares to such persons and at such times as the Directors think fit. However, CCIL may not issue any share with a voting right more advantageous than that available to any share previously issued by CCIL and which share does not carry voting rights which are appropriate, in the opinion of the LSE, to confer equitable representation on the Unitholder.

Subject to the Corporations Act, CCIL may issue any form of preference shares including preference shares (redeemable, convertible or non-redeemable) that are, or at the option of CCIL are liable to be, redeemed. Preference shareholders shall have the same rights as other shareholders with regard to receiving notices, reports and audited accounts and attending general meetings. Rights in relation to preference shares shall be determined by the resolution of the Directors.

Preference shares issued by CCIL carry:

• the right of redemption (if appropriate) and in a winding up to the payment of cash in priority to any other class of shares of:

For personal use only use personal For • the issue price of the preference share; and

• any amount equal to the aggregate of any dividend accrued at the date thereof (whether becoming payable or not) but unpaid and any arrears of dividends; and

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• the right in priority to any payment of dividend on any other class of shares (subject to the rights attaching to any other class of shares on issue as at the date of the first issue of the preference shares).

CCIL currently has no preference shares on issue.

Voting rights

Votes at a general meeting of CCIL may be cast by members of CCIL personally or by proxy, by power of attorney or in the case of a corporation by its duly authorised representative. No member is entitled to vote unless they are deemed present by one of these means.

At a general meeting, subject to the rights and restrictions attached to any Ordinary Share, on a show of hands each Unitholder present in person or by proxy or attorney or by duly authorised representative has one vote. On a poll, each Unitholder has one vote for each fully paid Ordinary Share held, and for each partly paid share held a vote in respect of the Ordinary Share which carries the same proportion value as the proportion of the amount paid up on that Ordinary Share to the total issue price of that Ordinary Share. No CCIL member is entitled to vote at a general meeting unless all calls and other sums presently payable in respect of that member’s Ordinary Shares have been paid.

If two or more persons are registered as joint holders of any Ordinary Share, only one of such holders shall be entitled to vote at a meeting. Where more than one of the holders is present at a meeting only the holder whose name stands first on the register will be entitled to vote.

The holders of preference shares in CCIL shall be entitled to vote only in limited circumstances set out in the CCIL Constitution.

Dividends

The Board may declare a dividend to be paid to the shareholders entitled, and fix a time for payment of such a dividend as appears to be justified by the profits of CCIL from time to time. Subject to the rights of the holders of Ordinary Shares created or raised under any special arrangement as to dividend, dividends are payable on all Ordinary Shares in proportion to the amount of the total issue price paid up or credited as paid up in respect of Ordinary Shares. No dividend may be paid otherwise than out of the profits, nor bear interest against CCIL.

Division of assets on a winding-up

If CCIL is wound up, the liquidator may, with the authority of a special resolution, divide among the shareholders the whole or any part of the assets of CCIL (whether they consist of property of the same kind or not) and may for that purpose set such value as he deems fair upon any property to be so divided and may determine how the division is to be carried out as between shareholders and different classes of shareholders.

Lien, calls and forfeiture

CCIL has a first and paramount lien on Ordinary Shares and dividends in respect of all unpaid calls or instalments payable on Ordinary Shares (whether held solely or jointly with others) in respect of which such monies are due and unpaid and for any other amounts CCIL may be called upon by law to pay in respect of such Ordinary Shares.

Upon providing 30 days notice, the Directors may, subject to the terms on which Ordinary Shares have been issued, from time to time, make such calls as the Directors think fit upon shareholders in respect of any monies unpaid on their respective Ordinary Shares. Calls may be made payable

For personal use only use personal For by instalments and any money payable by instalment is deemed a call for the purposes of the CCIL Constitution. All joint holders of Ordinary Shares are jointly and severally liable for the payment of calls.

If any Unitholder fails to pay any part of any call or instalment on or before the day appointed for payment the Directors may serve a forfeiture notice on the Unitholder requiring payment together with any interest that may have accrued thereon. If the requirements of the forfeiture notice are

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not complied with any Ordinary Share in respect of which the forfeiture notice has been given may be forfeited (including any dividends payable in respect of that Ordinary Share) by resolution of the Directors at any time before payment has been made. Forfeiture of an Ordinary Share will not affect the right of CCIL to sue for any allotment moneys, calls, instalments, interest and expenses due and payable.

Transfer of shares

Ordinary Shares may be transferred by:

• an instrument in writing which complies with the usual or common form approved by the Board; or

• a proper transfer effected in accordance with the ASX Settlement Operating Rules and ASX requirements.

The Board may refuse to register a transfer of Ordinary Shares in circumstances including the following:

• if the transfer would contravene applicable law or the ASX Listing Rules;

• if the transfer concerns securities over which CCIL holds a lien; or

• if CCIL is served with a court order that restricts the holder’s capacity to transfer the Ordinary Shares.

Shareholder meetings

CCIL must hold an annual general meeting at least once every financial year within a period of five months after the end of its financial year and the Directors may whenever they think fit convene a general meeting of shareholders upon providing 28 days written notice (subject to the provisions of the Corporations Act regarding special resolutions).

Directors

(i) Number of Directors

The number of Directors shall be not less than three and not more than 10 at any one time. CCIL may in a general meeting increase or reduce the number of persons who may be appointed Directors but the minimum shall not be reduced below 3.

(ii) Appointment

The Board may at any time appoint any person as a Director either to fill a casual vacancy or as an additional Director. Any person appointed as a Director holds office only until the conclusion of the next general meeting of CCIL and is eligible for re- election at that meeting, but if that meeting is an Annual General Meeting such Director shall not be taken into account in determining the number of Directors who are to retire by rotation.

(iii) Removal by ordinary resolution

Subject to the provisions of the Corporations Act, CCIL may by ordinary resolution passed at a general meeting remove any Director before the expiration of his period of office and appoint another person in his stead. The person so appointed will only hold

office during such time as the Director who he is replacing would have held office. For personal use only use personal For (iv) Retirement by rotation

At every annual general meeting one third of the Directors (except an employed Managing Director) who have been longest in office or if their number is not a whole multiple of three then the number nearest to, but not exceeding one third, shall retire from office provided that no Director (except the Managing Director) may retain office

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for more than three years or until the third annual general meeting following their appointment, whichever is longer, without submitting themselves for re-election.

At any annual general meeting at which any Director retires CCIL may fill the vacated office by re-electing the Director or electing some other person to fill the vacancy. In the event that the vacated office is not filled the retiring Director is, if willing and not disqualified, deemed to have been re-elected unless the Directors decide to reduce the number of Directors in office or the resolution for the re-election of that Director is put and lost or a resolution for the re-election of the retiring Director has not been put to shareholders.

(v) General voting and quorum requirements

A quorum of Directors is two or such other number as determined by the Board from time to time. Questions and resolutions arising at any meeting of the Directors shall be decided by a majority of votes and each Director has one vote. A person who is an alternate director is entitled (in addition to his own vote if he is a Director) to one vote on behalf of each Director whom he represents as an alternate director. The Chairman will be entitled to exercise any casting vote at a Directors meeting, except where two Directors constitute a quorum and there are only 2 Directors present at the meeting, or only 2 Directors are eligible to vote on that question or resolution.

(vi) Directors' interests

No Director is disqualified from office for holding any other office or place of profit under CCIL or any of its subsidiary companies or under any company in which CCIL is or becomes a shareholder or is otherwise interested or contracting or arranging with CCIL or any other such company either as vendor, purchaser or otherwise. However, a Director is not entitled to vote in respect of any contract or arrangement in which he has directly or indirectly a material interest, and where such material interest is a material personal interest that Director must not be present whilst the matter is being considered at the meeting.

The nature of any Director’s interest in a matter being considered at a meeting of Directors must be disclosed by that Director before the meeting. A general notice given to the Directors by any Director to the effect that he is an officer or a member of, or interested in any, specified firm or corporation and is to be regarded as interested in all transactions with such firm or corporation will act as a standing notice as required by the Corporations Act.

(vii) Remuneration

Subject to the provisions of any contract between CCIL and an Executive Director the remuneration of the Executive Directors may from time to time be fixed by the Directors and may be by way of a fixed salary but must not be by way of commission on or a percentage of operating revenue of the Group and unless otherwise determined by CCIL in a general meeting may be in addition to any remuneration which such a Director may receive as a director of CCIL.

The Non-Executive Directors of CCIL may be paid for their ordinary services as Directors, subject to compliance with the Corporations Act, an aggregate maximum fixed sum as determined from time to time by CCIL in a general meeting. This sum is divided among the Directors in such proportion and manner as the Directors agree from time to time and, in default of agreement, equally. The Directors may also be paid for travelling and other expenses incurred in connection with their attendance at Board For personal use only use personal For meetings and otherwise in connection with the performance of their duties and for extra services called upon as may be determined by the Directors.

(viii) Indemnity

Every person who is or has been a Director, secretary or executive officer of CCIL or its related bodies corporate is indemnified, to the maximum extent permitted by Australian

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law, out of the property of CCIL against all liabilities for costs and expenses incurred by that person:

• in defending any proceedings relating to that person’s position within CCIL whether civil or criminal, in which judgment is given in that person’s favour or in which that person is acquitted or which are withdrawn before judgment; or

• in connection with any application in relation to any proceedings relating to that person’s position with CCIL whether civil or criminal in which relief is granted to that person under the Corporations Act by a court in Australia.

Variation of rights

Subject to the provisions of the Corporations Act, if at any time the capital of CCIL is divided into different classes of shares, the rights and privileges attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not CCIL is being wound up, be varied with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.

The provisions of the CCIL Constitution relating to general meetings apply to every such meeting, with such changes as are necessary being made, except that the necessary quorum is members present holding or representing one third of the number of issued shares of the class and that any member present holding shares of the class may demand a poll.

Purchase of own shares

Subject to the provisions of the Corporations Act, CCIL may purchase its own shares on such terms as may be determined by the Directors. CCIL may not however purchase its own shares if at the time of such purchase there are any outstanding convertible securities of CCIL in issue, unless the purchase has been approved by a special resolution passed at a separate class meeting for the holders of such convertible securities.

Purchases by CCIL of its own redeemable shares shall, where such shares are listed on the LSE, be limited to a maximum price which shall not exceed the average of the middle market quotations taken from the Official List for 10 Business Days before the purchase is made or in the case of a purchase through the market, at the market price, provided that it is no more than 5 per cent above such average.

Alteration of share capital

CCIL may by resolution alter its capital in any manner permitted by law and may in particular:

• increase its capital by the creation of new shares;

• consolidate and divide all or any of its capital into a smaller number of shares; or

• subdivide its shares or any of them into a greater number of shares but so that in the subdivision the proportion between the amount paid and the amount (if any) unpaid created on each share is the same;

• cancel shares; or

• accept the surrender of shares.

Allotment of shares

For personal use only use personal For Subject to the provisions of the Corporations Act and without prejudice to any rights attached to any existing shares, Directors may allot, grant options over or otherwise dispose of shares to such persons on such terms and conditions, and having attached to the shares such preferred, deferred or other rights, and at such issue price and at such times as the Directors think fit.

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Untraced shareholders

Where a dividend remains unclaimed for one year after having become payable, it may be invested or otherwise used by the Directors until claimed. In accordance with the Unclaimed Moneys Act 1990 (WA), if such amount exceeds AUD$100 and remains unclaimed for more than six years, such amount is (following a statutory procedure) payable to the Treasurer of Western Australia.

Foreign Dividend Plan

The Directors may establish and maintain a foreign dividend plan, under which each shareholder will become a shareholder of a subsidiary of CCIL by virtue of receiving a dividend access share in such subsidiary for each Ordinary Share they hold, forming a Unit. The DAS Shares issued by CCUK and stapled to CCIL's Ordinary Shares to form the Listed Units is an example of such a foreign dividend plan. The Directors may at their discretion vary the rules of the foreign dividend plan or terminate the foreign dividend plan by giving not less than one month's written notice to the Unitholders.

CCUK Articles of Association

6.5 The CCUK Articles were adopted on incorporation of CCUK on 17 July 1996 and amended at general meetings of CCUK held on 6 January 1997 and 20 January 1997 respectively. A copy of the CCUK Articles is available at CCIL's website, www.cashconverters.com.

6.6 The following is a summary of the key provisions of the CCUK Articles that govern the rights attaching to the DAS Shares. It does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of holders of the DAS Shares. Unitholders should seek their own advice when trying to establish their rights in specific circumstances.

6.7 The CCUK Articles contain, amongst other things, provisions in respect of the DAS Shares to the following effect:

Voting rights

The DAS Shares shall not entitle the holders thereof to receive notice of, attend or vote at any general meeting of CCUK, unless the business of the meeting includes a resolution varying or abrogating any of the special rights attaching to such DAS Shares. If such a resolution is proposed on a show of hands, every holder of DAS Shares who is present in person shall have one vote and on a poll every such holder who is present in person or by proxy shall have one vote for every DAS Share of which he is a holder.

Dividends

A dividend shall be declared and payable upon a DAS Share only:

• if at the same time as it is to be paid a dividend is to be paid on the Ordinary Shares other than those Ordinary Shares in respect of which there are valid and subsisting dividend elections made or deemed to have been made in accordance with the CCIL Constitution (or under the terms of any foreign dividend plan established in accordance with the provisions of the CCIL Constitution);

• if a dividend election has been made and is in force in respect of the Ordinary Share comprised in the same Unit as that DAS Share;

• if CCUK is a subsidiary of CCIL; and

For personal use only use personal For • if the board of directors of CCUK exercises its discretion to have such dividend paid on a DAS Share.

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Division of assets on a winding-up

On a return of capital on a winding up or otherwise, (other than on conversion, redemption or purchase of shares) the holders of the DAS Shares shall be entitled, pari passu with the holders of any other class of shares, to the nominal amount paid up on such shares, but shall not be entitled to any other or further right of participation in the profits or assets of CCUK.

Transfers

A DAS Share may be transferred to any person provided that at the same time the Ordinary Share comprised in the same Unit is transferred to that person. A DAS Share shall not otherwise be transferable, except pursuant to a compulsory acquisition made in the manner set out in the following sub-paragraph.

Compulsory acquisition of DAS Shares

Any person or persons holding a majority in nominal value of the issued CCUK ordinary shares shall be entitled to give notice in writing to CCUK enabling the holders of the CCUK ordinary shares to acquire all the DAS Shares in issue at the date of such notice. CCUK shall, within seven days of receipt of the CCIL notice, notify each of the holders of the DAS Shares of the details of the CCIL notice. Within five days of the service of the CCUK notice, the holders of the DAS Shares in issue at the date of service of the CCUK notice shall be bound to sell and the holders of the CCUK ordinary shares in issue at the date of service of such CCUK notice shall be bound to purchase such DAS Shares for a price of £0.00001 per DAS Share.

Purchase of own shares

Any purchase by CCUK of its own DAS Shares shall only be made if CCIL exercises its right to purchase Ordinary Shares comprised in the same Unit.

Alteration of share capital

CCUK may from time to time by ordinary resolution:

• increase its capital by such sum to be divided into shares of such amounts as the resolution shall prescribe;

• cancel any shares which at the date of the passing of the resolution have not been taken up or agreed to be taken up by an person; and

• consolidate all or any of its share capital into shares of a larger amount than its existing share or sub-divide its shares into shares of a smaller amount, and, subject to the 2006 Act, as it sees fit award different rights to different shares,

provided that no such action shall be taken unless the directors are satisfied that equivalent actions will be taken or have been taken by CCIL in respect of the Ordinary Shares.

No capitalisation of profits or reserves may take place in respect of the DAS Shares unless at the same time CCIL effects a capitalisation issue of Ordinary Shares. Any such capitalisation by CCUK in respect of DAS Shares comprised in Units shall take place only in the form of DAS Shares, the aggregate number of which shall be the same as the aggregate number of Ordinary Shares to be allotted at the same time to holders of Ordinary Shares in CCIL.

No new DAS Shares shall be issued to any person except as part of a Unit.

7. Directors and Senior Management For personal use only use personal For 7.1 Interests of Directors and Senior Management

(a) Interests in Listed Units

(i) The interests of the Directors, and the Senior Management as at 1 August 2011 (being the last practicable date prior to the publication of this document), all of

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which (unless otherwise stated) are beneficial, in the issued Unit capital of CCIL are set out in the following table:

Number of Listed Percentage of Directors/Senior Management Units issued Listed Units Reginald Webb ...... 1,112,500 0.29 Peter Cumins ...... 8,026,030 2.11 John Yeudall ...... 295,668 0.08 William Love ...... 0 0 Joseph Beal ...... 0 0 Ralph Groom 3,073,784 0.81 Michael Cooke ...... 4,500,000 1.18 David Patrick 0 0 Ian Day ...... 3,681,174 0.97 Mike Osborne 0 0 Richard Pilgrim 0 0

Details of options held by the Directors and Senior Managers are set out in paragraph 7.1(a)(ii) below and are not shown in the table above.

(ii) Other than the options over Units which have been granted to Executive Directors pursuant to the Executive Performance Rights Plan (details of which are described in paragraph 10 of this Part 11: Additional Information below), no other options have been granted to the Directors or Senior Management to acquire Units:

Number of Directors/Senior Performance Management Date granted Rights granted Exercise price Exercise Date Peter Cumins 30 November Tranche 1: Nil Five Business 2010 4,000,000 Days after Tranche 1 Vesting Determination Date Tranche 2: Nil Five Business 6,000,000 Days after Tranche 2 Vesting Determination Date Further details of the vesting conditions are set out in paragraph 10 of this Part 11: Additional Information.

(b) Directorships and partnerships

(i) Except as disclosed below, no Director or Senior Manager has been at any time during the five years preceding the date of this document, a director (or otherwise a member of any administrative, management or supervisory body) or partner of any companies or partnerships other than the directorships or partnerships of any member of the Group from time to time:

Current directorships or director Past directorships or Director partnerships partnerships Reginald Webb D'Orsogna Limited None Alician Pty Ltd

Bellaman Pty Ltd For personal use only use personal For Wescone Holdings Pty Ltd Yalata Pty Ltd Peter Cumins Riolane Holdings Pty Biscay Investments Pty

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Current directorships or director Past directorships or Director partnerships partnerships Ltd Ltd Blackport Pty Ltd Jamestown Music Pty Ltd Keylong Pty Ltd John Yeudall None HFI Ventures International (Australia) Pty Limited Hydrogen Technology Ltd IBC Aust/NZ Pty Ltd International Formwork & Scaffolding Limited ISS Group Limited Advanced Ocular Systems Limited (Aus) The Australia Arab Chamber of Commerce & Industry Inc. William Love EZCORP, Inc None

Joseph Beal EZCORP, Inc Lower Colorado River Authority (Texas) Meridian Solar, Inc.

ARCADIAN Networks, Inc.

Frontier Bank of Texas Senior Management

Michael Cooke None None

Ian Day Day Family (WA) Pty National Financial Ltd Services Federation Limited Ralph Groom Dradec Pty Ltd None

David Patrick Body Clinics UK Stylo PLC Limited Apperley Realisations EFitness Machines UK No.1 Limited Limited Apper Limited The National For personal use only use personal For Pawnbrokers' Association Consumer Finance Association

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Current directorships or director Past directorships or Director partnerships partnerships Mike Osborne None None

Richard Pilgrim None None

(ii) The current business address of each of the Directors (in such capacity) is the registered office address of CCIL.

(iii) Within the period of five years preceding the date of this document none of the Directors or Senior Managers has received any convictions in relation to fraudulent offences.

(iv) Within the period of five years preceding the date of this document, none of the Directors or Senior Managers has been a director or senior manager (who is relevant to establishing that a company has the appropriate expertise and experience for the management of that company) of any company at the time of any bankruptcy, receivership or liquidation of such company.

(v) Within the period of five years preceding the date of this document, none of the Directors or Senior Managers has received any official public incrimination and/or sanction by any statutory or regulatory authorities (including designated professional bodies) or has been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of a company.

(vi) The 2009 Subscription Agreement grants the right to EZCORP to appoint Non- Executive Directors to the Board, details of such provision are set out in paragraph 13.3 of this Part 11: Additional Information. Pursuant to this right, EZCORP appointed William Love and Joseph Beal to the Board. Subject to the Scheme becoming effective, EZCORP will have the right to appoint the Prospective Directors to the Board under a provision in the TIA, details of which are set out in paragraph 13.5 of this Part 11: Additional Information.

William Love and Joseph Beal are also directors of EZCORP, CCIL's significant Unitholder. However, for the reasons noted in paragraph 1 of Part 8: Management and Corporate Governance above it is the Board's belief that this does not create a conflict of interest between their duties to CCIL and their private interest in EZCORP.

7.2 Directors' service agreements and letters of appointment

Executive Directors' service agreements

Peter Cumins

Peter was employed as Managing Director pursuant to a consultancy agreement which was entered into on 12 July 2001 but is now an employee of the Group pursuant to a service agreement which took effect from 1 July 2010. His responsibilities include managing the day-to-day operations of the Group and he is required to devote sufficient time and attention to the business.

For personal use only use personal For Non-Executive Directors' letters of appointment

Reginald Webb

Reginald is employed as a Director pursuant to a letter of consent to act as a Director which was entered into on 22 October 1997. The letter of consent sets out, inter alia, the particulars of any other directorships Reginald holds, the number of Units he held in

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CCIL or any related company at the date of the letter of consent and confirms that he has no rights and options in respect of the acquisition or disposal of Units in CCIL or a related company.

John Yeudall

John is employed as a Director pursuant to a letter of consent to act as a Director which was entered into on 2 December 2002. The letter of consent sets out, inter alia, the particulars of any other directorships John holds, the number of Units he held in CCIL or any related company at the date of the letter of consent and confirms that he has no rights and options in respect of the acquisition or disposal of Units in CCIL or a related company.

William Love

William is employed as a Director pursuant to a letter of consent to act as a Director which was entered into on 5 November 2009. The letter of consent sets out, inter alia, the particulars of any other directorships William holds, the number of Units he held in CCIL or any related company at the date of the letter of consent and confirms that he has no rights and options in respect of the acquisition or disposal of Units in CCIL or a related company.

Joseph Beal

Joseph is employed as a Director pursuant to a letter of consent to act as a Director which was entered into on 5 November 2009. The letter of consent sets out, inter alia, the particulars of any other directorships Joseph holds, the number of Units he held in CCIL or any related company at the date of the letter of consent and confirms that he has no rights and options in respect of the acquisition or disposal of Units in CCIL or a related company.

None of the Directors' service agreements or letters of appointment provide for benefits upon termination.

7.3 Remuneration and benefits

In the year ended 30 June 2010, the remuneration paid (including contingent or deferred consideration) and benefits in kind granted to each of the Directors by CCIL were as follows:

Emoluments Salaries before Pension and fees Bonuses Benefits pensions contributions Total Director AUD$ AUD$ AUD$ AUD$ AUD$ AUD$

Reginald Webb 85,000 - - 85,000 - 85,000 Peter Cumins 367,504 150,000 39,522 557,026 - 557,026 John Yeudall 60,000 - 60,000 - 60,000 William Love 40,000 - 40,000 - 40,000 Joseph Beal 40,000 - 40,000 - 40,000

In the year ended 30 June 2010, the aggregate emoluments (including benefits in kind) paid to the Directors and Senior Management by the Group was approximately AUD$2,453,532.

CCIL and its subsidiaries have not set aside or accrued any amounts to provide pension,

retirement or similar benefits. For personal use only use personal For 8. Related party transactions

8.1 Save as set out in this paragraph 8 and as disclosed in the financial information incorporated by reference in Part 10: Financial Information on the Group (see note 20 to the financial statements for the year ended 30 June 2008 set out on page 59 to 61 of the 2008 Annual Report, note 20 to the financial statements for the year ended 30 June 2009 set out on page 58 to 61 of the 2009

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Annual Report and note 20 to the financial information for the year ended 30 June 2010 set out on page 58 to 61 of the 2010 Annual Report) there are no related party transactions that were entered into during the aforementioned periods.

8.2 During the period from 1 July 2010 to the date of publication of this document, the following related party transactions have been undertaken:

• the trademark licence for CCIL's operations in Italy was surrendered to CCPL in consideration for a payment of AUD$300,000. Peter Cumins had a 17.71 per cent. interest in the trademark licence and as a result received AUD$53,130 of the consideration. Peter Cumins did not attend or vote at the Board meeting at which the surrender of the trademark licence was resolved and voted on and he did not participate in negotiations relating to this transaction; and

• the EZCORP Transaction, details of which are set out in paragraph 2 of Part 7: EZCORP Transaction and Current Developments of this document.

9. Significant Unitholders

9.1 So far as CCIL is aware, as at 1 August 2011 (being the last practicable date prior to publication of this document), the following persons have a notifiable interest in CCIL's Unit capital or voting rights that is required to be notified under the Disclosure and the Transparency Rules and Part 6C.1 of the Corporations Act:

Voting rights Percentage of attaching to total voting Unitholder Listed Units rights EZCORP, Inc ...... 124,418,000 32.76 per cent.

9.2 Except as set out in paragraph 9.1 of this Part 11: Additional Information above, CCIL is not aware as at 1 August 2011 (being the last practicable date prior to the publication of this document) of any person who, directly or indirectly, has an interest in CCIL's Unit capital or voting rights that is required to be notified under the Disclosure and Transparency Rules and Part 6C.1 of the Corporations Act.

9.3 None of the Unitholders referred to in paragraph 9.1 of this Part 11 : Additional Information above has different voting rights from any other holder of Listed Units in respect of any Listed Units held by them.

9.4 CCIL is not aware as at 1 August 2011 (being the last practicable date prior to the publication of this document) of any arrangements the operation of which may at a later date result in a change of control of CCIL.

9.5 For the purposes of the Prospectus Rules, EZCORP, through its holding of over 30 per cent. of the Units, is deemed to be a controlling shareholder of CCIL. The measures which are in place to ensure that such control is not abused are set out below, in this paragraph.

In Australia, under the Corporations Act, the threshold which determines control is 50 per cent. (as opposed to 30 per cent. under the Prospectus Rules) and as such, if the Scheme becomes effective, there will be a change of control for Australian purposes.

EZCORP has a 32.76 per cent. interest in CCIL as a result of its past subscriptions for Units, described in paragraph 13.3 of this Part 11: Additional Information. In addition, EZCORP has two nominee Directors on the Board (William Love and Joseph Beal). As a result, EZCORP

could influence certain CCIL decisions. However, the Board of CCIL recognises the importance For personal use only use personal For of good corporate governance and has put in place measures to limit the influence of EZCORP. The EZCORP nominee Directors only constitute a minority of the Board and as such are unable to pass Board resolutions without the support of the other Directors. Furthermore, CCIL has established an Independent Board Committee which, inter alia, excludes the two current EZCORP nominee Directors from attending and voting at Board meetings at which the EZCORP Transaction is discussed, restricts the flow of information relating to the EZCORP Transaction

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and CCIL from the nominee Directors to EZCORP and permits CCIL to consider all potential transactions available to CCIL and not just those involving EZCORP.

If the Scheme becomes effective, EZCORP's interest in CCIL will increase to approximately 53 per cent. of the Listed Units. In order to ensure a level of independence on the Board following the Scheme becoming effective, the TIA contains a requirement that at least two members of the Board will be independent of CCIL and EZCORP for so long as more than 10 per cent. of the Listed Units are held by persons other than members of the EZCORP Group.

In addition to the measures described above, there is a wide-ranging statutory and regulatory framework which provides protection for the minority Unitholders, including as follows:

• The Directors must at all times comply with their fiduciary duties to act in good faith in the best interests of CCIL (and its Unitholders as a whole), rather than in the interests of EZCORP;

• The Directors are prohibited from improperly using their position, or information gained as a Director, to benefit EZCORP;

• Any transactions between EZCORP and CCIL will continue to be governed by the related party regime under the UK Listing Rules for so long as the Listed Units are listed on the premium segment of the Official List, the Corporations Act related party regime and the ASX Listing Rules relating to transactions with persons of influence, which require the fully informed approval of unrelated shareholders (usually with the benefit of an independent expert's report) to be obtained in relation to such transactions unless exceptions apply; and

• The Corporations Act contains provisions allowing Unitholders to apply to the Australian Courts for orders where the conduct of CCIL's affairs is contrary to the interests of Unitholders as a whole or is oppressive to, unfairly prejudicial to, or unfairly discriminatory against a Unitholder or Unitholders.

10. Company Share Schemes

CCIL operates the Executive Performance Rights Plan, the terms of which are summarised below.

The Performance Rights

The Performance Rights can only be issued to Eligible Executives by the Board, with prior Unitholder approval for such issue. The Performance Rights are granted for no consideration. Each Performance Right entitles the holder to subscribe for and be allotted one Ordinary Share on exercise of the Performance Right. The exercise price of a Performance Right is not less than zero. The Board has discretion to determine the price payable by a Performance Rights holder to acquire an Ordinary Share upon exercise of a Performance Right. The current Board policy is that no consideration will be payable however it is at the Board's discretion whether to determine that the exercise price will be greater than zero. The expiry date for each Performance Right will be a maximum of 10 years after the Grant Date.

Vesting Conditions

The Board may impose as a term of the grant of a Performance Right a requirement that one or more conditions must be satisfied or circumstances must exist before the relevant Performance Rights granted under the Executive Performance Rights Plan may be exercised. The vesting conditions upon which Peter Cumins' exercise of his Performance Rights is conditional are:

For personal use only use personal For • Peter Cumins having been continuously employed by the Group at all times during the period commencing on the Grant Date and ending on the Tranche 1 Vesting Determination Date or Tranche 2 Vesting Determination Date (as appropriate);

• the Group satisfying the Board approved Group's consolidated net profit after tax target in each financial year Peter Cumins has the Performance Rights; and

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• the Board approving the five year strategic organisational plan of the Group presented by management to the Remuneration Committee and the Remuneration Committee evaluating as successful the implementation of such organisational plan.

Transferability

The Performance Rights will not be quoted on ASX and are not transferable other than with the prior written consent of the Board. Where the holder purports to transfer a Performance Right without the consent of the Board, the Performance Right immediately lapses. A Performance Right may not be used to secure the payment of any monies.

Exercise pre-conditions

Where vesting conditions have been imposed on the exercise of Performance Rights, the Performance Rights are not exercisable:

• during any period during which trading in CCIL's securities by the holder is prohibited in accordance with CCIL's corporate governance policies on Unit trading activities;

• where the vesting conditions relate solely to the retention of the holder as an employee of the Group, until the holder has been employed for the requisite period of time to satisfy the vesting conditions; or

• unless and until the Board has notified the holder that all of the vesting conditions have been satisfied or otherwise waived by the Board.

Termination of employment due to death or ill-health

If all relevant vesting conditions have been met (or none were imposed) the Performance Right may be exercised by the holder (in the case of ill-health) or the holder's personal representative (in the case of death) until it lapses.

If any relevant vesting condition has not been met then the Performance Right lapses immediately upon termination of employment (in the case of ill health) or death.

Issue of Listed Units

Performance Rights may only be exercised in multiples of 100 (or for less than 100 if the holder has less than 100 Performance Rights). Listed Units are allotted and issued not more than 10 Business Days after receipt of a properly executed written notice in the form prescribed by CCIL and payment of the exercise price (if any). All Listed Units issued upon exercise of the Performance Rights will rank pari passu in all respect with Listed Units then in issue. There are no transfer restrictions on Listed Units allotted under the Executive Performance Rights Plan unless the transfer would require the preparation of a disclosure document (as defined in the Corporations Act).

Rights to participate in dividends and new issues of Listed Units

The Performance Rights do not entitle the holder to any dividends declared or issued by CCIL. If Listed Units are issued pro rata to Unitholders by way of bonus issue involving capitalisation of reserves or distributable profits, the holder of Performance Rights is entitled, upon exercise of the Performance Rights, to receive, in addition to the Listed Units in respect of which the Performance Rights are exercised and without the payment of any further consideration, an allotment of as many additional Listed Units as would have been issued to a Unitholder who, on the date for determining entitlements under the bonus issue, held Listed Units equal in number to

the Listed Units in respect of which the Performance Rights are exercised. Holders of For personal use only use personal For Performance Rights cannot participate in new issues of capital by CCIL offered to Unitholders without exercising the Performance Rights.

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Takeovers, schemes of arrangement etc

The occurrence of a change of control in CCIL does not impact on the Performance Rights or the vesting conditions attached to them. The Board may permit the exercise of Performance Rights where CCIL is going through a voluntary or compulsory winding up.

11. Pension schemes

CCIL does not operate either a defined benefit or defined contribution pension scheme for its employees.

12. Taxation

12.1 General

CCIL is incorporated in Australia and currently conducts its affairs in such a way that it is regarded as resident for tax purposes in Australia. The summary is prepared on the assumption that CCIL will remain resident for tax purposes in Australia.

12.2 Australian Taxation

The following comments are based on the provisions of the Tax Legislation as at the date of this document. Unitholders should be aware that the taxation laws of Australia are complex and hence the comments provided in this report are, of necessity, general in nature. Individual circumstances of each Unitholder may affect the taxation implications of the investment for that Unitholder.

Unitholders should also be cognisant that any changes to the Tax Legislation or judicial interpretation of the Tax Legislation after the date of this document may affect their investment and the Australian tax implications of their investment. Such changes may also be retrospective in nature.

Unitholders should therefore not rely on this summary as an authoritative statement of the application of the Tax Legislation to the Unitholders. Each Unitholder should seek independent Australian taxation advice in relation to their investment, and taking into account their own personal circumstances.

Dividends

The following comments apply only to distributions paid on Ordinary Shares in CCIL.

Broadly, dividends paid on Ordinary Shares may be "franked" or "unfranked". Franked dividends have "franking credits" attached. These credits represent underlying Australian corporate tax that has been paid on the profits out of which the dividend is distributed. To the extent a dividend is "unfranked" no franking credits are attached. The tax residency status of the Unitholder and whether a dividend is franked or unfranked will have different income tax implications as set out below.

Australian Resident Unitholders

In broad terms, Australian Resident Unitholders will include dividends together with any attached franking credits in their assessable income. A tax offset will be allowed equal to the amount of franking credits attached to the dividend.

Generally, to be eligible for the franking credit and tax offset, the Unitholder must have held the Listed Units at risk for 45 days (not counting the day of acquisition or disposal). However, this For personal use only use personal For rule should not apply to individual Unitholders where the tax offset entitlement does not exceed AUD$5,000 in respect of all dividends received during the income year in which the dividend is paid.

Individual Unitholders and complying superannuation funds may receive a tax refund if the franking credits attached to the dividend exceed their tax liability for the income year.

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Where the Unitholder is a corporate entity, the Unitholder will not be entitled to a refund for any franking credits that exceed their tax liability for the income year but may be entitled to a tax loss for the excess franking credits. The receipt of a franked dividend will also generally give rise to a credit in the corporate entity's franking account to the extent the dividend is franked.

Other Matters

Australian Resident Unitholders may notify CCIL of their tax file number (or Australian business number if carrying on an enterprise) in respect of Listed Units held. Failure to do so, however, may result in CCIL being required to withhold tax at the top marginal individual rate including Medicare levy (currently 46.5 per cent.). The Unitholder will however be entitled to a credit or refund in their tax returns to the extent of the tax withheld.

Non-Australian Resident Unitholders

Dividends paid to Non-Australian Resident Unitholders, to the extent they are fully franked dividends or declared to be conduit foreign income, are generally not subject to withholding tax. Dividends and certain other income received by CCIL from its foreign investments or with a foreign source may give rise to conduit foreign income which may then be used to pay dividends to Unitholders.

Dividends paid to Non-Australian Resident Unitholders, to the extent that they are not franked and not paid out of conduit foreign income, will be subject to dividend withholding tax at a rate of 30 per cent. The dividend withholding tax rate is generally reduced to 15 per cent. (lower for certain other countries) where there is an applicable double tax treaty. Where a withholding tax applies CCIL will be required to deduct the appropriate amount of withholding tax prior to making the dividend payment.

Taxation of Future Listed Units Disposals

Australian Resident Unitholders

The taxation treatment on the disposal of Listed Units will depend upon whether the Listed Units are held on revenue or capital account.

Australian Resident Unitholders who trade in Listed Units as part of the ordinary course of their business may hold their Listed Units on revenue account. If so, these Unitholders will be required to include the profit arising from the disposal of their Listed Units in their assessable income. Conversely, a loss arising from the disposal of' Listed Units on revenue account would be allowed as a deduction from assessable income.

Generally, all other Australian Resident Unitholders will hold their Listed Units on capital account. These Australian Resident Unitholders must consider the impact of Australian capital gains tax rules on the disposal of their Listed Units.

Such an Australian Resident Unitholder will derive a capital gain where the proceeds received on disposal exceed the cost base of the Listed Units for capital gains tax purposes. Any net capital gain (after recoupment of capital losses) is included in the Unitholder's assessable income and taxed at the Unitholder's marginal tax rate. Conversely, an Australian Resident Unitholder will make a capital loss on the disposal of the Listed Units where the disposal proceeds received are less than the reduced cost base of the Listed Units for capital gains tax purposes. Capital losses can only be used to offset current year capital gains or carried forward to offset future capital gains (subject to certain loss utilisation tests).

Non-Australian Resident Unitholders For personal use only use personal For Where Non-Australian Resident Unitholders hold the Listed Units on revenue account, the profits on sale of the Listed Units may be required to be included in the Unitholder's Australian assessable income. This is subject to the application of any double tax treaty which may exclude such profits from Australian taxation. Any gains on the sale of DAS Shares that are held by Non-Australian Resident Unitholders should not be subject to Australian tax.

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For Non-Australian Resident Unitholders who do not hold Listed Units on revenue account the capital gains tax rules may apply. The capital gains tax rules may apply, in broad terms, where:

1. the Non-Australian Resident Unitholder (together with associates) holds at least 10 per cent. of the Listed Units in issue:

a. at the disposal time; or

b. throughout a 12 month period that began no earlier than 24 months before the disposal time and ended no later than that time; and

2. more than 50 per cent. of the market value of the Group's underlying assets are taxable Australian real property (broadly direct or indirect interest in Australian land) at that time.

Based on financial information as at 31 December 2010, CCIL does not believe condition 2 above is satisfied.

Where the capital gains tax rules apply to a Non-Australian Resident Unitholder, relief from Australian tax may nevertheless be available under an applicable double tax treaty in certain circumstances.

Discount Capital Gains

A capital gains discount may apply to reduce the amount of net capital gains that might otherwise be included in a Unitholder's assessable income.

For Unitholders that are individuals a 50 per cent. capital gains tax discount is available if the Listed Units are held for at least 12 months. This concession will result in only 50 per cent. of the capital gain (after recoupment of capital losses) being assessable.

For Unitholders that are complying superannuation funds a 33⅓ per cent. capital gains discount is available if the Listed Units are held for at least 12 months. This concession will result in only 66⅔ per cent. of the capital gain (after recoupment of capital losses) being assessable.

Australian Stamp Duty

No Australian stamp duty should arise on the issue to Unitholders of Listed Units. Further, no Australian stamp duty should arise on any future dealings in the Listed Units in the ordinary course of trading on a stock exchange provided that the CCIL is quoted on a stock exchange that is a member of the World Federation of Exchanges at the time of the future dealing. The ASX and the LSE are both members of the World Federation of Exchanges.

Australian Goods & Services Tax

No GST should be payable by, or borne by, a Unitholder on the issue of Listed Units or the sale of Listed Units. However, incidental costs (such as brokerage fees) may carry GST, which may be passed on to Unitholders.

12.3 UK Taxation

The following summary is intended as a general guide and relates only to certain limited aspects of the UK tax consequences of holding and disposing of Listed Units. It applies only to UK Holders. The summary assumes that the Unitholders (i) are the absolute beneficial owners of their Listed Units, (ii) do not control or hold, either alone or together with one or more associated or connected persons, directly or indirectly, 10 per cent or more of the For personal use only use personal For Listed Units in CCIL or of the voting power, rights to profit, distributions or capital in or from CCIL (and that accordingly, the Unitholder is a "minority shareholder" for the purposes of section 397C of the Income Tax (Trading and Other Income) Act 2005), (iii) hold their Listed Units as an investment (other than under a personal equity plan or an individual savings account) and (iv) have not (and are not deemed to have) acquired their Listed Units by virtue of an office or employment. In addition, these comments may not

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apply to certain classes of investor who may be subject to special rules (such as brokers, traders or dealers in securities, insurance companies, charities, collective investment schemes or pension providers).

The comments are based on current law and the current practice of HMRC as at the date of this document (both of which are subject to change, possibly with retrospective effect). They are intended as a general guide for information purposes and should be treated with appropriate caution as what follows is not intended as, and should not be taken as being, tax advice.

Each Unitholder’s specific circumstances will impact on their taxation position. Unitholders who are not UK Holders may, depending on their circumstances, be subject to UK tax in consequence of acquiring, holding and disposing of Listed Units. All Unitholders are recommended to obtain their own taxation advice. In particular, all Unitholders, including UK Holders, are advised to consider the potential impact of any relevant double tax agreements on their Unitholding.

Dividends

There is no UK withholding tax on dividends paid by either CCUK or CCIL.

UK Holders are referred to the statements regarding Australian tax in paragraph 12.2 above of this Part 11: Additional Information. The following paragraphs proceed on the basis that no Australian withholding tax is deducted from dividend payments on the Listed Units on the basis that the dividends are fully franked.

(a) Individuals

An individual UK Holder will be liable to UK income tax (at the appropriate rate) in respect of a dividend he receives (whether from CCIL or CCUK). He will, however, generally be entitled to a tax credit which may be set off against his total income tax liability on the dividend. The liability to income tax will be calculated on the gross dividend (the aggregate of the dividend and the tax credit) which will be regarded as the top slice of the individual's income. The tax credit will be equal to ten per cent. of the gross dividend (i.e. the tax credit will be one-ninth of the amount of the dividend paid).

An individual UK Holder who is liable to income tax at the basic rate will be subject to UK income tax on the dividend at the rate of 10 per cent. of the gross dividend. In this case the tax credit will satisfy in full such Unitholders' liability to income tax on the dividend. An individual UK Holder who is liable to income tax on the dividend wholly at the higher rate will be subject to income tax on the dividend at the rate of 32.5 per cent of the gross dividend. After taking into account the tax credit, such a Unitholder will have to account for additional income tax equal to 25 per cent. of the net cash dividend paid. With effect from 6 April 2010, a new top rate of income tax for individuals with taxable income over £150,000 per annum has been introduced. An individual UK Holder who is liable to income tax at this new additional rate of income tax will be subject to income tax on the gross dividend at 42.5 per cent. and be required to account for additional income tax equal to approximately 36.11 per cent. of the net cash dividend paid.

As the tax credit is non-refundable, an individual UK Holder whose income tax liability is less than the tax credit cannot generally claim a repayment of any part of the tax credit.

(b) Companies For personal use only use personal For Unitholders who are within the charge to corporation tax in respect of their Listed Units will not normally be subject to corporation tax on the receipt of dividends from CCIL or CCUK provided certain conditions for exemption are satisfied. It is expected that the exemption will apply in most cases but corporate Unitholders are strongly recommended to take specific advice as to whether the exemption is available as the relevant legislation contains a number of complex carve outs and anti-avoidance provisions.

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Corporate UK Holders will not be able to claim repayment of a tax credit attaching to any dividend.

Capital gains

The disposal or deemed disposal of Listed Units by a UK Holder may, depending on the circumstances, and subject to any available exemption or relief, give rise to a chargeable gain or an allowable loss for UK tax purposes. The gain or loss on disposal of Units is calculated as the proceeds received less their tax base cost and certain costs of disposal.

Chargeable gains arising to individual UK Holders are generally liable to capital gains tax at the applicable rate. An individual UK Holder is usually entitled to an annual exemption from UK tax on chargeable gains up to £10,600 (in the 2011/2012 tax year). Indexation allowance is not available for an individual UK Holder.

An individual UK Holder who for a period of less than five years has ceased to be resident and ordinarily resident for UK tax purposes in the UK or has become resident in a territory outside the UK for the purposes of double taxation relief arrangements and who disposes of Listed Units during that period of absence from the UK may be liable on his or her return to the UK to UK capital gains tax on any chargeable gain realised.

For corporate UK Holders, indexation allowance may be available to reduce the amount of any chargeable gain realised on a disposal of the Listed Units (but not to create or increase an allowable loss).

Stamp duty and stamp duty reserve tax

The transfer on sale of Listed Units outside CREST will generally be subject to stamp duty on the instrument of transfer at the rate of 0.5 per cent. of the amount or value of the consideration given rounded up to the nearest £5 (except that no liability to stamp duty will arise where the consideration for the sale of the Listed Units is £1,000 or less and it is certified on the instrument that the transaction effected does not form part of a larger transaction, or series of transactions, for which the aggregate consideration exceeds £1,000). An unconditional agreement to transfer Listed Units will also normally give rise to a charge to SDRT at the rate of 0.5 per cent. of the amount or value of the consideration for the Listed Units. However, where, within six years of the date of the agreement, an instrument of transfer is executed and duly stamped, the SDRT liability will usually be cancelled and any SDRT which has been paid will be repaid. SDRT is the liability of the purchaser or transferee of the Listed Units and stamp duty is normally paid by the transferee.

Within the CREST system for paperless share transfers, transfers of Listed Units are generally liable to SDRT, rather than stamp duty, at the rate of 0.5 per cent. of the amount or value of the consideration payable. CREST is obliged to collect SDRT from the purchaser of the Listed Units on relevant transactions settled within the system.

Where Listed Units are transferred to (i) a person, or a nominee for that person, whose business is or includes the provisions of clearance services, or (ii) to a person, or to a nominee or agent for that person, whose business is or includes issuing depositary receipts, stamp duty or SDRT may be payable at a rate of 1.5 per cent. of the amount or value of the consideration payable or, in certain circumstances, the value of the Listed Units.

The above statements are intended as a general guide to the current position. Certain categories of person, including market makers, brokers, dealers and persons associated with depositary arrangements and clearance services are entitled to exemption from stamp duty and SDRT in respect of purchases of securities in certain circumstances. Others may be liable to account for For personal use only use personal For stamp duty or SDRT at a higher rate in respect of securities issued or transferred to them or may, although not primarily liable for SDRT, be required to notify and account for it to HMRC.

The comments above relating to stamp duty and SDRT apply whether or not a holder of the Listed Units is resident or ordinarily resident in the UK.

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Inheritance tax

UK inheritance tax may be chargeable on the death of, or in certain circumstances on a gift by the owner of Listed Units, where the owner is an individual who is domiciled or deemed to be domiciled in the UK. For inheritance tax purposes, a transfer of assets at less than full market value may be treated as a gift and particular rates apply to gifts where the donor reserves or retains some benefit.

Provision of Information

Persons in the UK paying “foreign dividends” to, or receiving “foreign dividends” on behalf of, another person, may, in certain circumstances, be required to provide certain information to HMRC regarding the identity of the payee or the person entitled to the “foreign dividend”, and, in certain circumstances, such information may be exchanged with tax authorities in other countries. However, in accordance with guidance published by HMRC applicable for the 2011/2012 tax year, dividend payments in respect of dividends received from CCIL should not be treated as falling within the scope of the requirement. There is no guarantee that equivalent guidance will be issued in respect of future years.

Persons who are in doubt as to their tax position or who are subject to tax in jurisdictions other than the UK are strongly advised to consult their own appropriately qualified independent professional adviser immediately.

13. Material contracts

Other than the following contracts, there are (i) no material contracts (not being entered into in the ordinary course of business) which have been entered into by CCIL or any member of the Group within the two years immediately preceding the date of this document and (ii) no other contracts (not being contracts entered into in the ordinary course of business ) which have been entered into by CCIL or any member of the Group that contain provisions under which CCIL and/or any member of the Group has an obligation or entitlement which is material to the Group as at the date of this document:

13.1 Westpac Facility Agreement

The Group has a revolving credit facility pursuant to the terms of the Westpac Facility Agreement entered into between the Group Borrowing Entities, the Group Guarantors and Westpac on 18 March 2011.

Facilities

Under the terms of the Westpac Facility Agreement, Westpac has provided a total of eight Facilities predominately to CCIL and to other various Group Borrowing Entities. The basic terms of the Facilities are summarised in the table below. The facility limits are applicable as at 31 May 2011 and 1 August 2011, unless otherwise indicated.

Group Facility Type Purpose Expiry Total Limit (AUD$) Borrowing Entity

31 May 2011: $25,899,000 (1 August 2011: $24,899,000) less payments reducing the Commercial Bill Continuation of A CCIL 31 March 2015 principal due during the Line existing facility For personal use only use personal For term of the facility and less a further $6,000,000 on 30 September 2011

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New facility to Commercial Bill reduce principal B CCIL 31 March 2015 $6,000,000 Line outstanding under Facility A

Commercial Bill New Facility for C CCIL 31 March 2015 $8,000,000 Line Working Capital

Commercial Bill Continuation of D CCIL 31 March 2015 $5,360,000 Line existing facility

Business On-going – Business E CCIL overdraft sub- subject to Not stated overdraft facility annual review.

Subject to annual review F CCIL Business card Not stated $125,000 but repayable on demand

Any one or more Banker’s On-going - of the Group G undertaking – Not stated subject to $200,000 Borrowing revolving limit annual review Entities

Banker’s On-going Cash Converters H undertaking – Not stated subject to $500,000 (Stores) Pty Ltd revolving limit annual review

As at 1 August 2011, the Group has a total facility limit under the Westpac Facility Agreement of approximately AUD$39 million, with AUD$18.0 million still available for drawdown. The Westpac Facility Agreement stipulates the repayment of $1 million per quarter (commencing on 30 June 2011) and $6 million on 30 September 2011 in the case of facility A. Facility B ($6 million) will be available from 30 September 2011. Other than the repayment terms stipulated for facility A, the Westpac Facility Agreement does not stipulate any repayment terms for other Facilities.

Financial undertakings

Under the terms of the Westpac Facility Agreement, CCIL is required to maintain certain financial ratios and comply with certain covenants and undertakings. These include (but are not limited to) that:

(a) the total net worth (as defined in the Westpac Facility Agreement) of the Group is not less than the greater of:

(i) $140,000,000; and

(ii) 85 per cent. of the total net worth of the Group determined from the Group’s financial reports for the immediately preceding financial year.

(b) the debt service cover ratio for each reporting period is not less than 3:1;

For personal use only use personal For (c) the gearing ratio for each financial year does not exceed 2:1; and

(d) the fixed charge cover ratio for each reporting period is not less than 1.75:1.

The Group Borrowing Entities are required to provide certain financial reports, management accounts and other information to Westpac on a regular basis, and to notify Westpac if certain

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events (such as events of default, threats of litigation and changes of officeholders or relevant changes of law) take place.

Review events

The Facilities are subject to annual review on 31 December in each year prior to their respective expiry dates or at any other time notified by Westpac to the relevant Group Borrowing Entities. If at any review Westpac forms the opinion that there has been a Material Adverse Effect, Westpac reserves the right to vary the terms upon which the Facilities are provided (including but not limited to pricing). Further Westpac also reserves the right to review the Facilities if:

(a) the market capitalisation of CCIL is less than $200,000,000;

(b) any shares in CCIL are suspended from trade on the ASX for more than seven days;

(c) more than 20 per cent. of the share in CCIL are held (either directly or indirectly) by a person who prior to the date of the Westpac Facility Agreement held 20 per cent. or less of the shares in CCIL; or

(d) there is a change in the key management of any of the Group Borrowing Entities or Group Guarantors, meaning that either Peter Cumins or Ralph Groom no longer act as Managing Director or Company Secretary (respectively) of those entities.

If any of these events occur, Westpac is entitled (but not obliged) to discuss with CCIL the maintenance or restructuring of the Facilities. If discussions take place and agreement cannot be reached within 30 days, Westpac may vary the terms on which the Facilities are provided or terminate the Facilities and require repayment of all money owing under the Facilities within a notice period of 60 days.

Westpac has given written confirmation to CCIL that neither the DAS Unwind nor the publication of this document and Admission will trigger a specific review event.

Security

As security for the Facilities, Westpac has registered fixed and floating charges with the Australian Securities and Investments Commission over all of the assets and undertakings of each of the Group Borrowing Entities and Group Guarantors. The Group Borrowing Entities and the Group Guarantors have also entered into a Deed of Cross Guarantee and Indemnity in respect of the obligations incurred by each of the Group Borrowing Entities under the Westpac Facility Agreement.

Conditions precedent to drawing down

Before any of the Group Borrowing Entities are able to drawdown on the Facilities, customary conditions must be satisfied, including that no default or Material Adverse Effect exists, and that the purpose of drawdown is approved by Westpac.

Restricted events

During the term of the Westpac Facility Agreement, none of the Group Borrowing Entities or Group Guarantors may do any of the following:

(a) reduce or pass a resolution to reduce its capital or buy-back without obtaining Westpac’s consent;

(b) while there is an event of default, declare a dividend or pay any other distribution of any For personal use only use personal For nature or management fees to shareholders without obtaining Westpac’s consent;

(c) create or acquire a subsidiary company without obtaining Westpac’s consent;

(d) amend its constitution or any other constituent document without obtaining Westpac’s consent;

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(e) enter into any interest or currency hedging agreement without obtaining Westpac’s consent;

(f) create, or allow to exist, any encumbrance other than certain permitted encumbrances over any of its assets;

(g) assign, transfer or otherwise dispose of any of certain assets valued at more than AUD$1,000,000;

(h) allow any third party interest to arise in respect of its assets;

(i) enter into any set-off arrangements in circumstances where the arrangement is in connection with raising financial indebtedness or the acquisition of an asset;

(j) enter into any arrangement that would prevent the Group Borrowing Entities or Group Guarantors complying with their obligations under the Westpac Facility Agreement;

(k) engage in any other business, or do anything which would result in substantial changes to, its existing core businesses and operations;

(l) enter into any agreement or implement a transaction with an associate or pay any directors fees, management fees, consultancy fees to any person or associate unless on terms that are no less favourable to it than arm’s length terms; or

(m) provide any financial accommodation except in certain permitted cases.

Under the terms of the Westpac Facility Agreement, the Group Borrowing Entities must also comply with all laws, pay all taxes and obtain all necessary authorisations, if the effect of not complying would have a Material Adverse Effect.

Event of Default

Westpac is able to terminate the Facilities and call for immediate repayment of all moneys under the Facilities if an event of default occurs. The events of default, which are customary for facility agreements of this nature with Australian banks, include:

(a) a failure to pay moneys owing to Westpac;

(b) a breach of any of the financial undertakings mentioned above;

(c) failing to remedy a breach of the Westpac Facility Agreement;

(d) a representation or warranty made under the Westpac Facility Agreement was incorrect or misleading when made;

(e) cross default in relation to certain financial indebtedness of third parties;

(f) an insolvency event occurs in respect of the Group Borrowing Entities or a Group Borrowing Entity ceases to carry on business;

(g) a person who controls a Group Borrowing Entity at the date of the Westpac Facility Agreement ceases to do so;

(h) the Westpac Facility Agreement becomes unenforceable or a person becomes entitled to terminate the Westpac Facility Agreement; or

For personal use only use personal For (i) any event which in the opinion of Westpac has or is likely to have a Material Adverse Effect occurs.

Governing Law

The Westpac Facility Agreement is governed by the laws of Western Australia.

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13.2 Sponsor's Engagement Letters

CCIL has entered into two engagement letters with Charles Stanley both dated 9 May 2011 which set out the terms under which Charles Stanley is engaged by CCIL and which include Charles Stanley's standard terms and conditions.

CCIL has given in both engagement letters (the terms of which are summarised below) an indemnity in a form in favour of Charles Stanley which is usual for these types of engagement letters in respect of any loss which Charles Stanley may suffer as a result of it acting in connection with its obligations or provision of services to CCIL as set out in the General Engagement Letter and the Transaction Engagement Letter. The liability of CCIL under the indemnity provided by it is unlimited.

General Engagement Letter

Charles Stanley has agreed to act as sole sponsor (as defined in the UK Listing Rules), financial adviser and stockbroker to CCIL in the UK. As sponsor, it has agreed to carry out its sponsor obligations under the UK Listing Rules when required by the UKLA. As financial advisor, Charles Stanley will provide advice and guidance on the UK Listing Rules to the Board to ensure compliance by CCIL on an ongoing basis. This includes notifying the Board of any changes to, and assisting in the preparation and making of announcements required under, the UK Listing Rules. Charles Stanley will also liaise with the UKLA on CCIL's behalf with regard to dissemination of announcements and process applications for the Admission.

CCIL has given customary warranties to Charles Stanley in relation to the business and the legal and regulatory compliance of the Group. The engagement is for 12 months and continues thereafter unless terminated on three months' notice. Charles Stanley may also terminate the agreement with immediate effect if there has been a material breach of UK regulations by CCIL, the listing of CCIL's Listed Units is cancelled, CCIL becomes insolvent or Charles Stanley's reputation may be prejudiced in continuing in its role as adviser to CCIL. Charles Stanley may also terminate the agreement on 10 Business Days' notice if CCIL fails to act in accordance with Charles Stanley's advice, or, in the opinion of Charles Stanley, unsuitable Directors are appointed to the Board.

Transaction Engagement Letter

Charles Stanley has agreed to act as financial adviser and sponsor (as defined in the UK Listing Rules) in relation to the application for Admission, the preparation, approval and issue of this document and any Supplementary Prospectus, the Migration, the EZCORP Transaction and the proposed acquisition of DAS Shares.

As financial adviser and sponsor, Charles Stanley's obligations include advising CCIL on the rules relating to, and the timing, structure and contents of, this document and Unitholder circulars (including in relation to class 1 and related party transactions). In addition, Charles Stanley will assist CCIL in obtaining required approvals and dealing with correspondence from the UKLA, drafting required public announcements or documents relating to this document and Unitholder circulars and opining on CCIL's working capital position. CCIL has undertaken to provide Charles Stanley with all relevant information on the Group to enable Charles Stanley to fulfil its role on the transactions described in the Engagement Letter. Either CCIL or Charles Stanley can terminate the agreement on 10 days' written notice.

13.3 Unit subscriptions

EZCORP 2009 Subscription Agreement

For personal use only use personal For On 17 August 2009, CCIL entered into the 2009 Subscription Agreement, under which EZCORP subscribed for 108,218,000 Units at an issue price of AUD$0.50 per Unit for a total subscription price of AUD$54,109,000 (before transaction costs), being approximately 30 per cent. of CCIL’s diluted issued capital at that time. The Units were issued to EZCORP on 6 November 2009 following receipt of Unitholder approval at a general meeting held on 29 October 2009.

The 2009 Subscription Agreement contained the following material provisions:

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(j) The issue and subscription of the Units was subject to and conditional upon due diligence, no material adverse changes or breaches of warranty and receipt of all required approvals and consents (including Unitholder approval under item 7 of section 611 of the Corporations Act).

(k) CCIL agreed that with effect from completion there would be no more than five Directors.

(l) For as long as EZCORP holds at least 20 per cent. of the Units in CCIL:

(i) EZCORP has the right to appoint and maintain in office two nominee Directors (and, if those nominees are removed, to appoint replacement nominees); and

(ii) if the position of Chairman of the Board becomes vacant, the position must be offered to one of EZCORP’s nominee Directors, who may accept the position in his or her sole discretion.

(m) If the number of Directors is increased to more than five, EZCORP may appoint additional nominee Directors to maintain its proportional representation.

The 2009 Subscription Agreement also contains provisions relating to warranties (given by CCIL and EZCORP), confidentiality, public announcements and provisions to facilitate the satisfaction or (where applicable) waiver of the conditions precedent.

The 2009 Subscription Agreement is governed by the laws of Western Australia.

EZCORP 2010 Subscription Agreement

On 18 May 2010, CCIL entered into the 2010 Subscription Agreement, under which EZCORP subscribed for an additional 16,200,000 Units at an issue price of AUD$0.60 per Unit for a total subscription price of AUD$9,720,000 (before transaction costs), being approximately 3 per cent. of CCIL’s diluted issued capital at that time. The additional Units were issued to EZCORP on 26 May 2010.

The 2010 Subscription Agreement contains provisions relating to the quotation and facilitation of trading of the subscription Units on the ASX, warranties (given by CCIL and EZCORP), confidentiality and public announcements.

The 2010 Subscription Agreement is governed by the laws of Western Australia.

13.4 Store Acquisitions

Morris Store Purchase Agreement and Bak Share Purchase Agreement

On 18 August 2010, Cash Converters (Stores) Pty Ltd, CCPL, Safrock Finance Corporation (QLD) Pty Ltd and MON-E Pty Ltd (all wholly owned subsidiaries of CCIL) and CCIL (as guarantor) entered into the Morris Store Purchase Agreement with the Morris Group and the Morris Covenantors for the purchase of 4 "Cash Converters" stores located in Goodna, Indooroopilly, Moorooka and Rockhampton, Queensland, Australia which were previously operated under franchise agreements with CCPL. The Morris Store Purchase Agreement was subsequently amended by agreement dated 20 April 2011.

As part of the acquisition of the stores under the Morris Store Purchase Agreement, on 18 August 2010 Cash Converters (Cash Advance) Pty Ltd (also a wholly owned subsidiary of CCIL), MON-E Pty Ltd and CCIL (as guarantor) entered into the Bak Share Purchase Agreement to purchase all of the issued shares in Bak Property Pty Ltd, which operates the personal finance For personal use only use personal For centre businesses in each of the stores that were operated by the Morris Group. The Bak Share Purchase Agreement was subsequently amended by agreement dated 20 April 2011.

The final purchase price payable under the terms of the Morris Store Purchase Agreement was to be determined based on an agreed value of AUD$4,434,637, subject to adjustments and a claw back or earn out based on the combined EBIT of the four businesses and the personal finance

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businesses carried on inside each of the 4 stores. Under the terms of the Bak Share Purchase Agreement the final purchase price payable was determined based on an agreed value of AUD$5,803,680, which is subject to adjustments and a claw back or earn out also based on the combined EBIT of the four businesses and the personal finance businesses carried on inside each of the 4 stores in the 12 months following completion. In accordance with the terms of the earn out and clawback arrangements under the Morris Store Purchase Agreement and the Bak Share Purchase Agreement (each as amended) the Morris Group was paid a total earn out sum of AUD$2,000,000 on 21 April 2011 in addition to the total agreed value of AUD$10,238,317 for the 4 stores and personal finance business.

The Morris Store Purchase Agreement and the Bak Share Purchase Agreement (each as amended) contained the following material provisions:

(n) Completion was conditional on Cash Converters (Stores) Pty Ltd being satisfied with its due diligence investigations in relation to the four stores;

(o) Aaron Morris was engaged as a consultant to manage the Goodna, Indooroopilly, Moorooka and Rockhampton stores and the personal finance business carried on by Bak Property Pty Ltd inside each store up until 21 April 2011; and

(p) The Morris Group and the Morris Convenantors have agreed that they will not engage in microlending activities, pawnbroking or second-hand dealing for a period of up to three years from completion within Australia.

Completion under the Morris Store Purchase Agreement was interdependent with and conditional upon completion under the Bak Share Purchase Agreement. The Morris Store Purchase Agreement and the Bak Share Purchase Agreement are governed by the laws of Western Australia.

Fitzpatrick Store Purchase Agreement and Fitzpatrick PFC Purchase Agreement

On 16 August 2010, Cash Converters (Stores) Pty Ltd and CCPL entered into the Fitzpatrick Store Purchase Agreement with the Fitzpatrick Sellers and Mark Keverel Fitzpatrick for the purchase of 7 Cash Converters stores located in Bondi Junction and Rockdale in New South Wales, Bundaberg, Coolangatta, Palm Beach and Robina in Queensland, and Shepparton in Victoria, Australia, which were previously operated under franchise agreements with CCPL.

As part of the acquisition of the various stores under the Fitzpatrick Store Purchase Agreement and in order to acquire loan books of the personal finance businesses operated at each store, on 16 August 2010 Cash Converters (Cash Advance) Pty Ltd also entered into the Fitzpatrick PFC Purchase Agreement.

The final purchase price payable under the terms of the Fitzpatrick Store Purchase Agreement is to be determined based on the agreed value of AUD$7,000,000, subject to adjustments and a claw back or earn out based on the combined EBIT of the seven businesses and the personal finance businesses operated in each of the 7 stores in the 12 months following completion. The earn-out is calculated based on the amount by which EBIT over that period for the relevant businesses exceeds the forecast amount set out in the Fitzpatrick Store Purchase Agreement. The claw back is calculated based on the amount by which EBIT over that period for the relevant businesses is less than the forecast amount, subject to a maximum claw back of AUD$1,000,000. In addition, Cash Converters (Stores) Pty Ltd was required to pay to the Fitzpatrick Sellers the value of the pawnbroking loan books in relation to the seven stores.

Under the terms of the Fitzpatrick PFC Purchase Agreement the purchase price payable for the cash advance loan books is equal to the total amount of the principal amount loaned out as cash For personal use only use personal For advance loans outstanding at completion minus all debts which have been unpaid for longer than 60 days (which remain the property of the sellers).

Completion occurred under the Fitzpatrick Store Purchase Agreement and the Fitzpatrick PFC Purchase Agreement on 13 September 2010 and the final EBIT of the seven businesses and the personal finance businesses must be agreed between the parties by 13 November 2011.

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The Fitzpatrick Store Purchase Agreement and the Fitzpatrick PFC Purchase Agreement contain the following material provisions:

(a) Completion was conditional on Cash Converters (Stores) Pty Ltd being satisfied with its due diligence investigations in relation to the seven stores;

(b) Mark Fitzpatrick was engaged as a consultant to manage the Bondi Junction, Bundaberg, Coolangatta, Palm Beach, Robina, Rockdale and Shepparton stores and the personal finance businesses operated in each store for a period of 12 months following completion; and

(c) The Fitzpatrick Sellers and Mark Fitzpatrick have agreed that they will not engage in microlending activities, pawnbroking or second-hand dealing for a period of up to three years within Australia.

Completion under the Fitzpatrick Store Purchase Agreement was interconditional upon, completion under the Fitzpatrick PFC Purchase Agreement. The Fitzpatrick Store Purchase Agreement and the Fitzpatrick PFC Purchase Agreement are governed by the laws of Western Australia.

13.5 Transaction Implementation Agreement

On 21 March 2011, CCIL entered into the TIA with EZCORP in order to give effect to the terms and conditions on which CCIL and EZCORP propose, subject to the Scheme becoming effective, to implement the Scheme and enter into the proposed Joint Ventures, subject to the Scheme becoming effective. The TIA formed part of the announcement made on 22 March 2011. The announcement can be found on the LSE's regulatory news service, which is available on the LSE website, and on the announcements platform of the ASX website.

The TIA gives effect to the two components of the proposed strategic alliance between CCIL and EZCORP, which are:

• Pursuant to the Scheme, EZCORP will seek to acquire from each Unitholder, 30 per cent. of their Listed Units for a cash sum of AUD$0.91 per Listed Unit representing an aggregate cash consideration of approximately AUD$70 million – increasing EZCORP's interest to approximately 53 per cent. of the Listed Units; and

• Subject to the Scheme becoming effective, CCIL and EZCORP will establish and participate in two new joint venture arrangements representing the strategic alliance – the Americas Joint Venture and the Global Joint Venture.

The Scheme is subject to the fulfilment of certain conditions such as court approval, Unitholder approval, no material adverse change in respect of CCIL and that the representations and warranties given by CCIL and EZCORP remain true and accurate in all material respects.

Subject to obtaining the necessary approvals and fulfilment of the conditions set out in the TIA, the parties have a mutual obligation to take all steps to form the Joint Ventures before 8.00am on the first court date relating to the Scheme and to arrange the execution of the joint venture agreements before the Scheme meeting.

The parties have agreed to certain exclusivity arrangements to prevent CCIL soliciting a competing proposal such as "no shop", "no talk" and no due diligence restrictions. In addition, each party has given certain warranties, undertakings and indemnities to the other party.

Each party has the right to terminate the agreement at any time before 8.00 am on the second

For personal use only use personal For court date in the following circumstances:

• if any Scheme condition has not been satisfied or waived by the long stop date;

• if there is a material breach of any obligation by the other party or any of the warranties under the agreement will be untrue, inaccurate and misleading as of 8.00 am on the second court date;

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• if the court fails to make orders to convene the Scheme meeting;

• if a court or authority has taken action permanently restraining or prohibiting the EZCORP Transaction;

• if the Unitholders have voted against the Scheme or the Scheme resolution at the Scheme meeting; and

• if the Independent Board Committee fails to make a recommendation in favour of the Scheme.

Provided the Scheme becomes effective, the current EZCORP appointed Directors (William Love and Joseph Beal) will resign and on the Implementation Date the Board will be reconstituted with, amongst others, the Prospective Directors. The Scheme will lapse if it does not become effective before the long stop date (currently 31 October 2011 but which can be extended by the consent of CCIL and EZCORP).

14. Litigation

There have been no governmental, legal or arbitration proceedings (nor, so far as CCIL is aware, are any such proceedings pending or threatened) during the 12 months preceding the date of this document which may have or have had in the recent past, a significant effect on the Group's financial position or profitability.

15. Licensing

The Group is regulated by, amongst others, UK regulators and Australia regulators.

In the UK the Group is regulated by the OFT and the CCA. CC(UK)L, as the only entity in the Group which provides the Group's services in the UK and enters into contracts with customers in the UK, holds a consumer credit licence as required under the CCA. The Group does not provide services which constitute a regulated activity under FSMA.

In Australia, the Group is regulated by the Australian Securities and Investments Commission under the provisions of the NCC, which is contained in the NCCPA and NCCPR, and by the Australian Competition and Consumer Commission under the provisions of the CCA(CTH), in addition to certain state based legislation that govern the buying and retail of second-hand goods. The Australian Federal Government is currently in the process of introducing a national licensing regime for the provision of consumer credit in Australia as part of a National Consumer Credit Reform Package, which requires that a consumer credit licence had to be obtained by 1 July 2011. Under the transitional arrangements of phase one of the Australian Federal Government’s National Consumer Credit Reform Package all entities engaging in the provision of consumer credit must have been registered and have applied for such a licence. CCIL has been actively engaging with the Australian Federal Government regarding these reforms and as at the date of this document CCIL has complied with all of the licensing obligations set out in this paragraph which have been implemented.

16. Disclosure requirements and notification of interests in Listed Units

Under Chapter 5 of the Disclosure and Transparency Rules, subject to certain limited exceptions, a person must notify CCIL (and, at the same time, the FSA) of the percentage of voting rights he holds (within two trading days) if he acquires or disposes of Listed Units in CCIL to which voting rights are attached and if, as a result of that acquisition or disposal, the percentage of voting rights which he holds as a Unitholder (or, in certain cases, which he holds indirectly) or through his direct or indirect holding of certain types of financial instruments (or a combination of such holdings):

For personal use only use personal For (a) reaches, exceeds or falls below 5 per cent., 10 per cent., 15 per cent., 20 per cent., 25 per cent., 30 per cent., 50 per cent. and 75 per cent. ; or

(b) reaches, exceeds or falls below any applicable threshold in paragraph 16(a) above as a result of events changing the breakdown of voting rights and on the basis of the total voting rights notified to the markets by CCIL.

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Such notification must be made using the prescribed form TR1 available from the FSA's website at http://www.fsa.gov.uk. Under the Disclosure and Transparency Rules, CCIL must announce the notification to the public as soon as possible and in any event by not later than the end of the trading day following receipt of a notification in relation to voting rights.

The FSA may take enforcement action against a person holding voting rights who has not complied with Chapter 5 of the Disclosure and Transparency Rules.

As a company listed on the premium segment of the Official List and trading on the main market of the LSE, CCIL should have, but has not, complied with the requirements of Chapter 5 of the Disclosure and Transparency Rules. However it has complied, and continues to comply, with the disclosure requirements contained in section 205G of the Corporations Act and ASX Listing Rules 3.19A and 3.19B in relation to the disclosure of notifiable interests of the Directors in CCIL.

In addition, under chapter 6C of the Corporations Act any person that holds Units in CCIL must notify CCIL and lodge with the ASX a substantial shareholder notice where they obtain a relevant interest in a Substantial Holding, or where there is a greater than 1 per cent. movement in a Unitholders’ existing Substantial Holding (whether it is an increase or decrease). Such a notice must be lodged using the prescribed ASX form within two Business Days after the Unitholder becomes aware of the information giving rise to, or the change in, their Substantial Holding.

17. Dividends

CCIL has declared a dividend in each of the financial years ending 30 June 2008, 30 June 2009 and 30 June 2010.

For the financial year ending 30 June 2010, the Directors paid a fully franked interim dividend of 1.5 cents per Unit on 31 March 2010. The Directors also declared a final fully franked dividend of 1.5 cents per Unit to be paid on 30 September 2010 to those Unitholders on the register at the close of business on 16 September 2010. This took the total dividend payment for 2010 to 3.0 cents per Unit, fully franked.

For the financial year ending 30 June 2009 the Directors paid a fully franked interim dividend of 1.5 cents per Unit on 31 March 2009. The Directors also declared a final fully franked dividend of 1.5 cents per Unit to be paid on 30 September 2009 to those Unitholders on the register at the close of business on 16 September 2009. This took the total dividend payment for 2009 to 3.0 cents per Unit, fully franked.

For the financial year ending 30 June 2008 the Directors paid a fully franked interim dividend of 1.5 cents per Unit on 31 March 2008. The Directors also declared a final fully franked dividend of 1.5 cents per Unit to be paid on 30 September 2008 to those Unitholders on the register at the close of business on 16 September 2008. This took the total dividend payment for 2008 to 3.0 cents per Unit, fully franked.

There are no arrangements in existence under which future dividends are to be waived or agreed to be waived.

18. Working Capital

CCIL is of the opinion that, after taking into account the available banking facilities of the Group, the Group has sufficient working capital for its present requirements, that is for at least the next 12 months from the date of this document.

19. No significant change

There has been no significant change in the financial or trading position of the Group since 31 December 2010, being the date to which CCIL's last interim financial information in this document has been

prepared. For personal use only use personal For 20. Statutory auditors

Deloitte Touche Tohmatsu, whose address is Level 14, Woodside Plaza, 240 St George's Terrace, Perth, Western Australia 6000, and which is a member of the Institute of Chartered Accountants in Australia has audited and reported on the annual accounts of CCIL for the financial years ended 30 June 2008, 30 June 2009 and 30 June 2010 and reviewed and reported on the accounts for the six month interim period ended

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31 December 2010. Statutory accounts of CCIL for each of the financial years ended 30 June 2008, 30 June 2009 and 30 June 2010 and for the six month interim period ended 31 December 2010 have been delivered to the Australian Securities and Investments Commission. The auditors of CCIL have made reports under the relevant provisions in Australian company law in respect of these statutory accounts and each report was an unqualified report.

21. Information sourced from third parties

Where information contained in this document has been sourced from third parties, CCIL confirms that such information has been accurately reproduced and, so far as CCIL is aware and is able to ascertain from information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading.

22. General

22.1 The total costs, charges and expenses payable by CCIL in connection with Admission are estimated to be approximately AUD$1 million (exclusive of GST).

22.2 The UK Unlisted Units will be admitted to trading on the LSE's main market for listed securities with the ISIN AU000000CCV1.

23. Documents for inspection

Copies of the following documents will be available for inspection at CCIL's website, www.cashconverters.com, from the date of this document up to and including the date of Admission:

• the CCIL Constitution;

• the CCUK Articles;

• CCIL's annual report and financial statements for each of the financial years ended 30 June 2008, 30 June 2009 and 30 June 2010;

• CCIL's financial statements (attaching the review report of the Reporting Accountants) for the six month interim period ended 31 December 2010; and

• this document.

Dated: 2 August 2011 For personal use only use personal For

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DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise:

"2006 Act" the Companies Act 2006

"2009 Subscription the subscription agreement entered into between EZCORP and CCIL on 17 Agreement" August 2009

"2010 Subscription the subscription agreement entered into between EZCORP and CCIL on 18 Agreement" May 2010

"Admission" admission of the UK Unlisted Units to listing on the premium segment of the Official List and to trading on the LSE's main market for listed securities and a reference to Admission becoming "effective" is to be construed in accordance with the UK Listing Rules or the Admission and Disclosure Standards of the London Stock Exchange (as applicable)

"A-IFRS" the Australian equivalents to international financial reporting standards, as set out in Australian accounting standards (which are based on International Financial Reporting Standards, but with various amendments by the Australian Accounting Standards Board). Compliance with the A-IFRS ensures that the financial statements and notes of the consolidated entity comply with International Financial Reporting Standards

"Americas Joint the joint venture arrangement to be entered into by EZCORP and CCIL, Venture" subject to the Scheme becoming effective, focusing on opportunities in North and South America (including Central Americas and the Caribbean) and which will be owned as to 80 per cent. by EZCORP and 20 per cent. by CCIL

"ASX" Australian Securities Exchange (formerly the Australian Stock Exchange)

"ASX Corporate the ASX Corporate Governance Council’s Corporate Governance Principles Governance and Recommendations (2nd Edition) Recommendations"

"ASX Listing Rules" the listing rules of ASX Limited ABN 98 008 624 691 in respect of the ASX

"ASX Settlement the settlement operating rules of ASX Settlement Pty Limited Operating Rules" ABN 49 008 504 532 (the securities clearing house which operates CHESS)

"Audit Committee" CCIL's audit committee

"Australian Federal the federal government of the Commonwealth of Australia Government"

"Australian Resident Unitholders who are residents of Australia for tax purposes Unitholders"

"Australian Treasurer" the minister in the Australian Federal Government responsible for the approval of foreign investment under Australia’s Foreign Investment Policy in accordance with the Foreign Acquisitions and Takeovers Act

"Bak Share Purchase a share purchase agreement between Cash Converters (Cash Advance) Pty For personal use only use personal For Agreement" Ltd, MON-E Pty Ltd and CCIL (as guarantor) and the Morris Covenantors entered into on 18 August 2010

"Board" the board of directors of CCIL

"Business Day" any day on which banks are generally open for the transaction of business in Australia and the City of London (as appropriate), other than a Saturday or

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Sunday or a public holiday

"CCA" the Consumer Credit Act 1974 which requires most businesses that lend money to consumers or offer goods or services on credit to be licensed by the OFT

“CCA(CTH)" the Competition and Consumer Act of 2010 of the Commonwealth of Australia

"CCIL" Cash Converters International Limited, a company registered in Australia with Australian Company Number 069 141 546

"CCIL Constitution" the constitution of CCIL as at the date of this document

"CCPL" Cash Converters Pty Ltd, a company registered in Australia with Australian Company Number 009 288 804

"CCUK" Cash Converters UK Holdings Plc, a company registered in England and Wales with registered number 03228113

"CCUK Articles" the articles of association of CCUK as at the date of this document

"CC(UK)L" Cash Converters (UK) Limited, a company registered in England and Wales with registered number 03096334

"certificated" not in uncertificated form

"Charles Stanley" Charles Stanley Securities, a division of Charles Stanley & Co Limited, a company registered in England and Wales with registered number 01903304

"CHESS" the Clearing House Electronic Subregister System that manages the settlement of transactions executed on the ASX

"City Code" the UK City Code on Takeovers and Mergers

"Corporations Act" the Corporations Act of 2001 of the Commonwealth of Australia

"CREST" the computerised settlement system operated by Euroclear UK & Ireland Limited to facilitate the transfer of title to shares in uncertificated form

"DAS Share" a dividend access share issued by CCUK which attaches to an Ordinary Share to form a Unit and carries a right for its holder to receive dividends paid by CCUK

"DAS Unwind" the process by which CCIL and CCUK intend to simplify their Unit capital structure by destapling the Listed Units

"Directors" the Executive Directors and the Non-Executive Directors of CCIL and "Director" means any of them

"Disclosure and the UK disclosure rules and transparency rules as published by the FSA Transparency Rules" under section 73A of FSMA

"EBIT" earnings before interest and taxation

For personal use only use personal For "Effective Date" the date on which the order of the Court made under section 411(4)(b) of the Corporations Act in relation to the Scheme (which will occur at the time that the order of the Court is lodged with the Australian Securities and Investments Commission) comes into effect

"Eligible Executive" any personnel employed or engaged in an executive capacity by the Group who is declared by the Board to be an eligible executive for the purposes of

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the Executive Performance Rights Plan

"Executive Directors" the executive directors of CCIL from time to time, being at the date of this document, Peter Cumins (whose brief biographical details are set out in Part 8: Management and Corporate Governance)

"Executive Performance CCIL's Unit option scheme under which CCIL can issue long term Rights Plan" Performance Rights to Executive Directors which convert into fully paid Listed Units if certain bench marks are reached. No such Performance Rights will convert before September 2012

"EZCORP" EZCORP, Inc., a company incorporated in the State of Delaware, US, having its corporate headquarters in Austin, Texas, US, or its nominated subsidiary under the Scheme, as the context requires

"EZCORP Group" EZCORP and its controlled entities

"EZCORP Transaction" together, the Scheme and the transactions contemplated by the proposed Joint Ventures to be entered into between EZCORP and CCIL resulting in a strategic alliance

“Facilities” each of the Facilities provided in the Westpac Facility Agreement and summarised in the table set out in paragraph 13.1 of Part 11: Additional Information

"Fitzpatrick PFC a cash advance loan book purchase agreement between Cash Converters Purchase Agreement" (Cash Advance) Pty Ltd and the Fitzpatrick Sellers entered into on 16 August 2010

"Fitzpatrick Sellers" Cash Converters Bondi Junction Pty Ltd, Cash Converters Bundaberg Pty Ltd, Cash Converters Coolangatta Pty Ltd, Cash Converters Palm Beach Pty Ltd, Cash Converters Robina Pty Ltd, Cash Converters Rockdale Pty Ltd, Cash Converters Shepparton Pty Ltd

"Fitzpatrick Store a store purchase agreement between Cash Converters (Stores) Pty Ltd, Purchase Agreement" CCPL, the Fitzpatrick Sellers and Mark Keverel Fitzpatrick entered into on 16 August 2010

"Foreign Acquisitions the Foreign Acquisitions and Takeovers Act of 1975 of the Commonwealth and Takeovers Act" of Australia

"Franchise Agreement" an agreement between CCIL or a Sub-Franchisor and a Franchisee

"Franchisee" any of the parties operating as a franchisee under a Franchise Agreement

"Franchisor" CCIL, or where the context so requires, a Sub-Franchisor

"FSA" the Financial Services Authority

"FSMA" the Financial Services and Markets Act 2000

"General Engagement the engagement letter entered into by CCIL and Charles Stanley dated 9 Letter" May 2011 setting out the terms and conditions on which Charles Stanley is engaged as financial adviser, sponsor and stockbroker to CCIL on an ongoing basis

For personal use only use personal For "Global Joint Venture" the joint venture arrangement to be entered into by EZCORP and CCIL, subject to the Scheme becoming effective, focusing on opportunities outside of Australia, the UK and the Americas, and which will be owned equally by the two parties

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"Grant Date" the date from which the Board determines that a Performance Right takes effect

"Group" CCIL and its subsidiaries and subsidiary undertakings from time to time

“Group Borrowing CCIL, CCPL, MON-E Pty Ltd, Safrock Finance Group Pty Ltd, Safrock Entities” Finance Corporation (QLD) Pty Ltd, Safrock Finance Corporation (WA) Pty Ltd, Finance Administrators of Australia Pty Ltd, Cash Converters (Cash Advance) Pty Ltd and Cash Converters (Stores) Pty Ltd, collectively known as “Borrowers” under the terms of the Westpac Facility Agreement

“Group Guarantors” Cash Converters USA Ltd and each of the Group Borrowing Entities, collectively known as “Guarantors” under the terms of the Westpac Facility Agreement

"GST" Australian Goods and Services Tax

"HMRC" Her Majesty's Revenue and Customs

"Implementation Date" the date that is the fifth Business Day after the Scheme Record Date, or such other date as CCIL and EZCORP agree in writing.

"Independent Board the independent Board committee formed given the presence of William Committee" Love and Joseph Beal (nominees of EZCORP) on the Board to negotiate, consider and make a recommendation on the EZCORP Transaction, which committee comprises Reginald Webb, Peter Cumins and John Yeudall and Ralph Groom as the Company Secretary

"Joint Ventures" the Global Joint Venture and the Americas Joint Venture

"Listed Units" the Units listed on the ASX, the UK Listed Units, and, following Admission, the UK Unlisted Units; from the date the DAS Unwind is completed, all references to "Listed Units" should be construed as references to Ordinary Shares

"London Stock London Stock Exchange plc Exchange" or "LSE"

“Material Adverse in the context of the Westpac Facility Agreement, means that there has been Effect” a material adverse effect on:

(a) the Group Borrowing Entities’ or Group Guarantors' ability to perform its obligations under the Westpac Facility Agreement;

(b) the enforceability of the Westpac Facility Agreement; or

(c) the assets, business, financial condition or operations of any of the Group Borrowing Entities or Group Guarantors.

"Migration" the migration (which was intended to take place in 2001 and which is now proposed to take place in late 2011) of CCIL from a "primary listing" to a "secondary listing" (or from a "premium listing" to a "standard listing", where the term is used to refer to the proposed Migration in late 2011) on the Official List

For personal use only use personal For "MLRO" money laundering reporting officer

"Morris Covenantors" Diann Mary Morris, Paul Douglas Morris and Aaron Mark Morris

"Morris Group" P.D.M. QLD Pty Ltd as trustee for the Morcash Family Trust trading as Cash Converters Moorooka and as Cash Converters Rockhampton, Triangular Pty Ltd as trustee for the Indrocash Family Trust trading as Cash

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Converters Indooroopilly, and P&D Morris Pty Ltd as trustee for The Gocash Family Trust trading as Cash Converters Goodna

"Morris Store Purchase a store purchase agreement between Cash Converters (Stores) Pty Ltd, Agreement" CCPL, Safrock Finance Corporation (QLD) Pty Ltd, MON-E Pty Ltd, CCIL (as guarantor), the Morris Group and the Morris Covenantors entered into on 18 August 2010

"National Consumer the reform package being implemented by the Australian Federal Credit Reform Package" Government that delivers on the first phase of the Council of Australian Governments' agreements of 2008, for the Australian Federal Government to assume responsibility for the regulation of consumer credit in Australia, through the enactment of the NCCPA, NCCPR and other acts and through the establishment of the NCC

"National Storage an electronic mechanism operated by the UKLA for storing all regulated Mechanism" information made public by listed companies, such as announcements, accounts, prospectus etc

"NCC" the National Credit Code which is contained in the NCCPA and NCCPR which governs consumer credit in Australia and is controlled by the Australian Federal Government

“NCCPA” the National Consumer Credit Protection Act of 2009 of the Commonwealth of Australia

“NCCPR” National Consumer Credit Protection Regulations of 2009 of the Commonwealth of Australia

"Nomination CCIL's nomination committee Committee"

"Non-Australian Unitholders who are not residents of Australia for tax purposes Resident Unitholders"

"Non-Executive the non-executive directors of CCIL from time to time, being at the date of Directors" this document, Reginald Webb, John Yeudall, William Love and Joseph Beal (whose brief biographical details are set out in Part 8: Management and Corporate Governance)

"Official List" the official list of the UKLA

"OFT" the Office of Fair Trading in the UK which enforces consumer protection law in the UK, such as the CCA and maintains the CCA register

"Ordinary Shares" ordinary shares in the capital of CCIL

"Performance Rights" a performance right to acquire a Listed Unit whether by purchase or subscription and the corresponding obligation of CCIL to provide the Listed Unit, pursuant to a binding contract made by CCIL and the Executive Directors in the manner set out in the Executive Performance Rights Plan

"Pounds sterling" the currency of the UK

"Prohibited Territory" any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for CCIL if information or For personal use only use personal For documents concerning Admission were to be sent or made available to Unitholders in that jurisdiction

"Prospective Directors" the prospective directors of CCIL to be appointed to the Board on the Implementation Date, pursuant to clause 5.7(a) of the TIA subject to the implementation of the Scheme which is conditional on obtaining the

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relevant approvals and fulfilment of certain regulatory and other conditions set out in the TIA (for further details see Part 7: EZCORP Transaction and Current Developments) and being Sterling B. Brinkley, Paul E. Rothamel, Mark Kuchenrither and Stephen A. Stamp (all of whom are officers of EZCORP) or if any of them are for any reason unwilling or unable to be appointed as a member of the Board, any other person nominated in writing by EZCORP

"Prospectus Rules" the rules made for the purpose of Part VI of FSMA in relation to the offers of transferable securities to the public and admission of transferable securities to trading on a regulated market and brought into effect on 1 July 2005 pursuant to Commission Regulation (EC) no. 809/2004 (PD Regulation)

"Regulatory Information one of the regulatory information services authorised by the UKLA to Service" receive, process and disseminate regulatory information in respect of listed companies

"Remuneration CCIL's remuneration committee Committee"

"Reporting Accountants" Deloitte Touche Tohmatsu

"Responsible Lending the responsible lending provisions contained in chapter 3 of the NCCPA Provisions" which, among other things, require that holders of Australian consumer credit licences under the NCC do not suggest, enter into or assist consumers to apply for credit contracts unless they make reasonable enquires and take reasonable steps to verify and assess the consumer’s financial situation

"Scheme" the proposed members scheme of arrangement under part 5.1 of the Corporations Act between CCIL and its members, under which it is proposed that EZCORP (or at its election, its nominated subsidiary) will acquire the Scheme Shares as part of the EZCORP Transaction

"Scheme Booklet" the explanatory statement and notices of meeting in relation to the meetings to be held to seek Unitholder approval for the Scheme, the entry into the proposed Joint Ventures and the Migration, to be despatched to Unitholders

"Scheme Consideration" $0.91 in respect of each Scheme Share

"Scheme Record Date" the fifth Business Day after the Effective Date

"Scheme Shares" 30 per cent. of the Listed Units held by Unitholders other than the EZCORP Group (other than CCIL) as at the Scheme Record Date

"SDRT" Stamp Duty Reserve Tax

"Senior Management" or the senior management of CCIL from time to time, being at the date of this "Senior Managers" document, Michael Cooke, Ian Day, Ralph Groom, David Patrick, Mike Osborne, Richard Pilgrim (whose brief biographical details are set out in Part 8: Management and Corporate Governance)

"Sub-Franchisor" an entity licensed to grant CCIL franchises within a designated geographic region

"Substantial Holding" a Unitholder holds more than 5 per cent. of the total number of votes For personal use only use personal For attaching to Units in CCIL

"Supplementary a supplementary prospectus published pursuant to section 87G of FSMA Prospectus" and paragraph 3.4 of the Prospectus Rules

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"Takeover Panel" an independent UK body which issues and administers the City Code and supervises and regulates takeovers in the UK and other matters to which the Code applies

"Tax Legislation" the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997

"TIA" the transaction implementation agreement dated 21 March 2011 between CCIL and EZCORP relating to the implementation of the EZCORP Transaction

"Tranche 1 Vesting a date to be determined by the Remuneration Committee that is no later than Determination Date" 5.00 pm (Perth time) on the day that is two weeks after the release to the ASX by CCIL of the Group's audited financial report for the financial year ending 30 June 2012

"Tranche 2 Vesting a date to be determined by the Remuneration Committee that is no later than Determination Date" 5.00 pm (Perth time) on the day that is two weeks after the release to the ASX by CCIL of the Group's audited financial report for the financial year ending 30 June 2016

"Transaction the engagement letter entered into by CCIL and Charles Stanley dated 9 Engagement Letter" May 2011 setting out the terms and conditions on which Charles Stanley is engaged as financial adviser and sponsor to CCIL in relation to the issue of this document, the EZCORP Transaction, the Migration and the acquisition of the DAS Shares

"UK" the United Kingdom of Great Britain and Northern Ireland

"UK Corporate the UK Corporate Governance Code published by the Financial Reporting Governance Code" Council in June 2010

"UK Holders" Unitholders who are resident or (in the case of individuals) ordinarily resident and domiciled in the UK for UK tax purposes and who are not resident in any other jurisdiction and do not have a permanent establishment or fixed base in any other jurisdiction with which the holding of the Units is connected

"UKLA" the FSA, acting in its capacity as the competent authority for the purposes of Part VI of FSMA

"UK Listed Units" the Units listed on the premium segment of the Official List

"UK Listing Rules" the listing rules and regulations made by the UKLA under section 73A of FSMA

"UK Unlisted Units" the Units which have not been listed on the Official List and for which application for Admission is to be made by CCIL

"Unitholders" a holder of Units; from the date the DAS Unwind is completed, all references to "Unitholders" should be construed as references to "shareholders"

"Units" a unit comprising one Ordinary Share and one DAS Share

For personal use only use personal For "US" the United States of America, its territories and possessions, any State of the United States, the District of Columbia and all other areas subject to its jurisdiction

"VWAP" volume weighted average price calculated by dividing the value of transactions traded over a specific period by the total Units traded in that

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period

“Westpac” Westpac Banking Corporation, Australian Company Number 007 457 141

"Westpac Facility the facility agreement entered into between the Group Borrowing Entities, Agreement" the Group Guarantors and Westpac on 18 March 2011

All references to legislation in this document are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.

For the purpose of this document, "subsidiary" and "subsidiary undertaking" shall have the meaning given by the 2006 Act.

Words importing the singular shall include the plural and vice versa, and words importing the masculine

gender shall include the feminine or neutral gender. For personal use only use personal For

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INDEX OF DEFINED TERMS

£ ...... 19 GST ...... 90 2006 Act ...... 87 HMRC ...... 90 2009 Subscription Agreement ...... 87 Implementation Date ...... 90 2010 Subscription Agreement ...... 87 Independent Board Committee ...... 90 Admission ...... 87 Listed Units ...... 90 A-IFRS ...... 87 Listing Rules ...... 94 Articles of Association ...... 88 London Stock Exchange ...... 91 ASX ...... 87 LSE ...... 91 ASX Corporate Governance Recommendations LSE Listed Units ...... 94 ...... 87 LSE Unlisted Units ...... 94 ASX Listing Rules ...... 87 Migration ...... 91 ASX Settlement Operating Rules ...... 87 MLRO ...... 91 AUD$ ...... 19 Morris Covenantors ...... 91 Audit Committee ...... 87 Morris Group ...... 91 Australian dollars ...... 19 Morris Store Purchase Agreement ...... 91 Australian Treasurer ...... 88 NCC ...... 91 Bak Share Purchase Agreement ...... 88 NCCPA ...... 91 Board ...... 88 NCCPR ...... 91 Business Day ...... 88 Nomination Committee ...... 92 CC(UK)L ...... 88 Non-Australian Resident Unitholders ...... 92 CCA ...... 88 Non-Executive Directors ...... 92 CCA(CTH) ...... 88 Official List ...... 92 CCIL ...... 88 OFT ...... 92 CCPL ...... 88 Ordinary Shares ...... 92 CCUK ...... 88 p ...... 19 certified ...... 88 pence ...... 19 Charles Stanley ...... 88 Performance Rights ...... 92 CHESS ...... 88 Pound Sterling ...... 19 City Code ...... 88 Prohibited Territories ...... 92 Corporate Governance Code ...... 94 Prospectus Rules ...... 92 Corporations Act ...... 88 Regulatory Information Service ...... 92 CREST ...... 88 Remuneration Committee ...... 92 DAS Share ...... 88 Reporting Accountants ...... 93 Directors ...... 89 Responsible Lending Provisions ...... 93 Disclosure Rules and Transparency Rules ..... 89 Scheme ...... 93 EBIT ...... 89 Scheme Consideration ...... 93 Effective Date ...... 89 Scheme Record Date ...... 93 Eligible Executive ...... 89 SDRT ...... 93 Executive Directors ...... 89 Senior Management ...... 93 Executive Performance Rights Plan ...... 89 Senior Managers ...... 93 EZCORP ...... 89 Sterling ...... 92 EZCORP Transaction ...... 89 Sub-Franchisor ...... 93 Federal Government ...... 87 Supplementary Prospectus ...... 93 Fitzpatrick PFC Purchase Agreement ...... 89 Takeover Panel ...... 93 Fitzpatrick Sellers ...... 89 Tax Legislation ...... 93 Fitzpatrick Store Purchase Agreement ...... 89 TIA ...... 93 Foreign Acquisitions and Takeovers Act ...... 90 Tranche 1 Vesting Determination Date ...... 94 Franchise Agreement ...... 90 Tranche 2 Vesting Determination Date ...... 94 Franchisee ...... 90 Transaction Engagement Letter ...... 94 Franchisor ...... 90 UK...... 94 FSA ...... 90 UK Holders ...... 94 FSMA ...... 90 UKLA ...... 94 For personal use only use personal For General Engagement Letter ...... 90 Unitholders...... 94 Grant Date ...... 90 Units ...... 94 Group ...... 90 US ...... 94

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For personal use only use personal For