Customers Limited Unit 2, 148 Chesterville Rd Cheltenham VIC 3192 T 1300 305 600 F 1300 721 883 www.customersatm.com.au

ASX Company Announcement

14 May 2012

SCHEME BOOKLET

Customers Limited is pleased to announce that the booklet concerning the scheme of arrangement under which DirectCash Payments Inc. would acquire Customers has been registered by the Australian Securities and Investments Commission.

A copy of the Scheme Booklet is attached.

The Scheme Booklet will be mailed to Customers shareholders later this week.

For further information please contact: Rohan Martin, Manager Corporate Affairs and Marketing Customers Limited Ph: +61 3 9090 4745 Email: [email protected]

alist The ATMThe Speci Customers Limited ABN 62 009 582 781 Customers Limited ACN 009 582 781

Scheme Booklet

For a scheme of arrangement between Customers Limited and its shareholders in relation to the proposed acquisition of Customers Limited by DCP Holdings Australia Pty Ltd, a wholly-owned subsidiary of DirectCash Payments Inc. VOTEYES Your directors unanimously recommend that you vote in favour of the Scheme in the absence of a superior proposal

This is an important document and requires your immediate attention. You should read it in its entirety before deciding whether or not to vote in favour of the Scheme. If you are in any doubt about how to deal with this document, you should contact your broker, financial adviser or legal adviser immediately. Legal Adviser Financial Adviser Important Notices

Nature of this document significantly from those that are anticipated in respect of timing, amount or nature This Scheme Booklet provides Customers Shareholders with information about and may never be achieved. the proposed acquisition of Customers by DirectCash. If you have sold all of your The forward-looking statements included in this Scheme Booklet are made only Customers Shares, please ignore this booklet. as of the date of this Scheme Booklet. Any forward-looking statements included in the Customers Information have Defined terms been made on reasonable grounds. Although Customers believes that the views Capitalised terms and certain abbreviations used in this Scheme Booklet are reflected in any forward-looking statements included in the Customers Information explained in section 10 of this Scheme Booklet. have been made on a reasonable basis, no assurance can be given that such views will prove to have been correct. No investment advice Any forward-looking statements included in the DirectCash Information have The information contained in this Scheme Booklet does not constitute financial been made on reasonable grounds. Although DirectCash believes that the views product advice and has been prepared without reference to your own investment reflected in any forward-looking statements included in the DirectCash Information objectives, financial situation, taxation position and particular needs. It is important have been made on a reasonable basis, no assurance can be given that such that you read this Scheme Booklet in its entirety before making any investment views will prove to have been correct. decision and any decision as to whether or not to vote in favour of the Scheme. None of Customers, DirectCash, Customers’ officers, DirectCash’s officers, any If you are in any doubt in relation to these matters, you should consult your persons named in this Scheme Booklet with their consent or any person involved financial, legal, taxation or other professional adviser. in the preparation of this Scheme Booklet makes any representation or warranty (express or implied) as to the likelihood of fulfilment of any forward-looking Regulatory information statement, or any events or results expressed or implied in any forward-looking This document is the explanatory statement for the scheme of arrangement statement, except to the extent required by law. You are cautioned not to place between Customers and the holders of its fully paid ordinary shares as at the undue reliance on any forward-looking statement. Scheme Record Date for the purposes of section 412(1) of the Corporations Act. You should review all of the information in this Scheme Booklet carefully. Section 1 A copy of the proposed Scheme is included in this booklet as Annexure B. sets out the reasons why you should vote in favour of the Scheme and section 2 A copy of this Scheme Booklet was provided to ASIC for examination in sets out the disadvantages and risks of the Scheme. accordance with section 411(2)(b) of the Corporations Act and was lodged with All subsequent written and oral forward-looking statements attributable to ASIC for registration under section 412(6) of the Corporations Act. It was then Customers or DirectCash or any person acting on their behalf are qualified registered by ASIC under section 412(6) of the Corporations Act before being by this cautionary statement. sent to Customers Shareholders. Subject to any continuing obligations under relevant laws or the listing rules ASIC has been requested to provide a statement, in accordance with section of a relevant exchange, Customers and DirectCash do not give any undertaking 411(17)(b) of the Corporations Act, that ASIC has no objection to the Scheme. to update or revise any such statements after the date of this Scheme Booklet, If ASIC provides that statement, it will be produced to the Court at the time of the to reflect any change in expectations in relation thereto or any change in events, Court hearing to approve the Scheme. Neither ASIC nor any of its officers takes conditions or circumstances on which any such statement is based. any responsibility for the contents of this Scheme Booklet. A copy of this Scheme Booklet has been provided to ASX. Neither ASX nor any Responsibility statement of its officers takes any responsibility for the contents of this Scheme Booklet. Customers has been solely responsible for preparing the Customers Information. The information concerning Customers and the intentions, views and opinions of Important notice associated with the Court order under section 411(1) of the Customers and the Customers Directors contained in this Scheme Booklet has Corporations Act been prepared by Customers and the Customers Directors and is the responsibility The fact that under section 411(1) of the Corporations Act the Court has ordered of Customers. DirectCash and DirectCash’s directors and officers do not assume that a meeting be convened and has directed that an explanatory statement any responsibility for the accuracy or completeness of any such Customers accompany the notice of meeting does not mean that the Court: Information. • has formed any view as to the merits of the proposed scheme or as to how DirectCash has been solely responsible for preparing the DirectCash Information. members should vote (on this matter members must reach their own decision); The information concerning DirectCash and the intentions, views and opinions or of DirectCash contained in this Scheme Booklet has been prepared by DirectCash and is the responsibility of DirectCash. Customers and Customers Directors and • has prepared, or is responsible for, the content of the explanatory statement. officers do not assume any responsibility for the accuracy or completeness of any such DirectCash Information. Disclaimer as to forward-looking statements PricewaterhouseCoopers Securities Limited has prepared the Independent This Scheme Booklet contains both historical and forward-looking statements. Expert’s Report in relation to the Scheme and takes responsibility for that report. All statements other than statements of historical fact are, or may be deemed The Independent Expert’s Report is set out as Annexure A. to be, forward-looking statements. Link Market Services Limited has had no involvement in the preparation of any part All forward-looking statements in this Scheme Booklet reflect views only as at of this Scheme Booklet other than being named as the Customers Registry. Link the date of this Scheme Booklet, and generally may be identified by the use of Market Services Limited has not authorised or caused the issue of, and expressly forward-looking words such as ‘believe’, ‘aim’, ‘expect’, ‘anticipate’, ‘intending’, disclaims and takes no responsibility for, any part of this Scheme Booklet. ‘foreseeing’, ‘likely’, ‘should’, ‘planned’, ‘may’, ‘estimate’, ‘potential’, or other similar words. Similarly, statements that describe Customers’ or DirectCash’s Privacy objectives, plans, goals or expectations are or may be forward-looking statements. Customers and DirectCash may collect personal information in the process of The statements contained in this Scheme Booklet about the impact that the implementing the Scheme. Such information may include the name, contact details Scheme may have on the results of Customers’ operations and the advantages and shareholdings of Customers Shareholders and the name of persons appointed and disadvantages anticipated to result from the Scheme, are also forward-looking by those persons to act as a proxy, attorney or corporate representative at the statements. Scheme Meeting. The primary purpose of the collection of personal information These forward-looking statements involve known and unknown risks, uncertainties is to assist Customers and DirectCash to conduct the Scheme Meeting and and other factors that may cause actual results, performance or achievements implement the Scheme. Personal information of the type described above may to differ materially from the anticipated results, performance or achievements, be disclosed to the Customers Registry, print and mail service providers, expressed, projected or implied by these forward-looking statements. authorised securities brokers, Related Bodies Corporate of Customers and The operations and financial performance of Customers are subject to various risks DirectCash, and Customers’ and DirectCash’s advisors and service providers. that are summarised in this Scheme Booklet and which may be beyond the control Customers Shareholders have certain rights to access personal information that of Customers and/or DirectCash. Customers Shareholders should note that the has been collected. Customers Shareholders should contact the Customers historical financial performance of Customers is no assurance of future financial Registry in the first instance if they wish to access their personal information. performance of Customers (whether the Scheme is implemented or not). Those Customers Shareholders who appoint a named person to act as their proxy, risks and uncertainties include factors and risks specific to the industry in which attorney or corporate representative should ensure that they inform that person Customers operates as well as general economic conditions, prevailing exchange of these matters. rates and interest rates and conditions in the financial markets. As a result, the actual results of operations and earnings of Customers following implementation Date of this Scheme Booklet of the Scheme, as well as the actual advantages of the Scheme, may differ This Scheme Booklet is dated Friday, 11 May 2012. CONTENTS

Key Dates 2

Letter from the Chairman of Customers 3

Section 1: Why you should vote in favour of the Scheme 5

Section 2: Disadvantages of the Scheme 9

Section 3: Frequently asked questions 11

Section 4: How to vote 15

Section 5: Summary of the Scheme 17

Section 6: Information about Customers 23

Section 7: Information about DirectCash and DCP Holdings 33

Section 8: Taxation implications 39

Section 9: Additional information 41

Section 10: Glossary and interpretation 45

Annexure A: Independent Expert’s Report 51

Annexure B: Scheme 119

Annexure C: Deed Poll 127

Annexure D: Notice of Scheme Meeting 133

Corporate Directory 136

Customers Limited – Scheme Booklet 1 Key dates

Date of this Scheme Booklet Friday, 11 May 2012 Latest date and time for receipt of proxy forms or powers of 11.00am (Melbourne time) on Saturday, 16 June 2012 attorney for the Scheme Meeting Time and date for determining eligibility to vote at the Scheme 7.00pm (Melbourne time) on Saturday, 16 June 2012 Meeting Scheme Meeting to be held at the KPMG Theatrette, Ground 11.00am (Melbourne time) on Monday, 18 June 2012 Floor, 147 Collins Street, Melbourne VIC 3000

If the Scheme is approved by Customers Shareholders

Second Court Date for approval of the Scheme Friday, 22 June 2012 Effective Date Friday, 22 June 2012 Court order lodged with ASIC and announcement to ASX Last day of trading in Customers Shares – Customers Shares suspended from trading on ASX from close of trading Scheme Record Date for determining entitlements to Scheme 5.00pm (Melbourne time) on Wednesday, 27 June 2012 Consideration Implementation Date Wednesday, 4 July 2012 Payment of Scheme Consideration to Scheme Shareholders

All dates following the date of the Scheme Meeting are indicative only and, among other things, are subject to all necessary approvals from the Court and any other Regulatory Authority. Any changes to the above timetable (which may include an earlier or later date for the Second Court Hearing) will be announced through ASX and notified on Customers’ website at www.customersatm.com.au

All references to time in this Scheme Booklet are references to Melbourne time unless otherwise stated. Any obligation to do an act by a specified time in an Australian time zone must be done at the corresponding time in any other jurisdiction.

2 Customers Limited – Scheme Booklet Letter from the Chairman of Customers

11 May 2012

Dear Customers Shareholder,

On 2 April 2012, Customers Limited announced that it had entered into a Scheme Implementation Deed with DirectCash Payments Inc. under which it is proposed that DirectCash Payments Inc. (through its wholly-owned Australian subsidiary, DCP Holdings Australia Pty Ltd) will acquire all of the issued capital of Customers via a scheme of arrangement. If the Scheme is approved and implemented, Customers Shareholders will receive $1.27 cash per Customers Share.

The proposed cash payment of $1.27 per Customers Share represents an attractive premium on a number of metrics: • 38% to the closing Customers Share price on 30 March 2012 – the last trading day prior to announcement of the Scheme proposal; • 44% to the 3 month volume weighted average price to 30 March 2012; and • 53% to the 3 month volume weighted average price to 14 October 2011 – the last trading day prior to the announcement that Customers had held discussions with a potential bidder.

When the Scheme was announced on 2 April 2012, it was subject to DirectCash obtaining a binding commitment from a financial institution acceptable to Customers to provide sufficient funding for DirectCash to perform its obligations in respect of the Scheme. As announced to ASX on 30 April 2012, this condition has been satisfied and the Scheme is not subject to a financing condition.

Directors’ Recommendation Your directors unanimously recommend that Customers Shareholders vote in favour of the Scheme, in the absence of a superior proposal. Each Customers Director who holds Customers Shares intends to vote in favour of the Scheme in the absence of a superior proposal.

In light of uncertainty in financial and economic markets, and in order to enhance and deliver shareholder value, your directors have explored a number of strategic options for the Customers business and evaluated proposals received from a number of interested parties in respect of Customers’ ownership. Your directors believe that the Scheme is likely to deliver greater value and certainty to Customers Shareholders than other available alternatives, including Customers continuing as a stand alone entity.

Your directors have unanimously formed the view that the Scheme is in the best interests of Customers Shareholders for the following reasons: • the proposed consideration will enable Customers Shareholders to realise an attractive and certain cash value for their Customers Shares, particularly given: – the uncertainty surrounding future volumes in the core business as a result of the continued decline in transactions which began in March 2009 with the introduction of direct charging, and – that Customers’ growth initiatives are at an early stage, notwithstanding the pleasing progress made to date; • the proposed consideration represents an attractive premium to recent trading prices on the ASX and customary volume weighted average prices; and • the Independent Expert has concluded that the Scheme is fair and reasonable, and is in the best interests of Customers Shareholders, in the absence of a superior proposal.

Independent Expert Your directors appointed PricewaterhouseCoopers Securities Limited as the Independent Expert to assess the merits of the Scheme. The Independent Expert has concluded that the Scheme is fair and reasonable, and that the Scheme is in the best interests of Customers Shareholders, in the absence of a superior proposal. The Independent Expert has valued Customers at between $1.20 and $1.40 per Customers Share.

A copy of the Independent Expert’s Report is included as Annexure A of this Scheme Booklet.

Customers Limited – Scheme Booklet 3 Letter from the Chairman of Customers continued

How to Vote In order for the Scheme to proceed, the Scheme requires court approval and the approval of Customers Shareholders. The Scheme Meeting will be held for the purpose of Customers Shareholders to vote on the Scheme, with the Scheme Meeting commencing at 11.00am on Monday, 18 June 2012 at the KPMG Theatrette, Ground Floor, 147 Collins Street, Melbourne VIC 3000. The Scheme is also subject to a number of conditions which are summarised in section 5.5 of the Scheme Booklet.

If you wish for the Scheme to proceed, it is important you vote in favour of the Scheme and approve the Scheme.

This document sets out important information regarding the Scheme, including the reasons for your directors’ recommendation and the Independent Expert’s Report. Please read this document in its entirety before making your decision and voting at the Scheme Meeting. I would also encourage you to seek independent financial and taxation advice before making any investment decision in relation to your Customers Shares.

Further Information If you have any questions in relation to the Scheme or this document, please contact the Shareholder Information Line on 1800 237 687 (within Australia) or +61 2 8280 7613 (outside Australia).

Your directors unanimously recommend Customers Shareholders vote in favour of the Scheme, in the absence of a superior proposal.

Yours sincerely

Peter Polson Chairman Customers Limited

4 Customers Limited – Scheme Booklet SECTION 1 WHY YOU SHOULD VOTE IN FAVOUR OF THE SCHEME

Customers Limited – Scheme Booklet 5 SECTION 1 Why you should vote in favour of the Scheme

1.1 Directors’ Recommendation Shareholders should seek professional advice on their particular circumstances as appropriate. This section should The Customers Directors unanimously recommend that, be read in conjunction with section 2 following which sets in the absence of a superior proposal, you vote in favour out the main disadvantages associated with the Scheme. of the Scheme and approve the Scheme at the Scheme Meeting. The Customers Directors unanimously believe The Customers Directors have unanimously formed the that, for the reasons set out below, the Scheme is in the conclusion that the Scheme is in the best interests of best interests of Customers Shareholders. Customers Shareholders in the absence of a superior proposal for the reasons set out below. In the absence of a superior proposal, each Customers Director intends to vote in favour of the Scheme and approve (a) The Scheme Consideration represents an attractive the Scheme at the Scheme Meeting in relation to Customers premium to historical Customers Share prices Shares held by them or on their behalf. The interests of Under the terms of the Scheme, subject to the Scheme Customers Directors in Customers Shares are set out becoming Effective, Customers Shareholders will receive in section 9.1 of this Scheme Booklet. $1.27 cash per Customers Share held on the Scheme Record Date. This Scheme Consideration represents The Customers Directors believe that the reasons for an attractive premium of: Customers Shareholders to vote in favour of the Scheme outweigh the reasons to vote against the Scheme, in the • 38% to the closing Customers Share price on absence of a superior proposal. These reasons and other 30 March 2012, being the last day prior to the relevant considerations are set out below. You should also announcement of the Scheme proposal; read the Independent Expert’s Report which is set out • 44% to the 3 month volume weighted average price in full as Annexure A of this Scheme Booklet. (VWAP) to 30 March 2012 and 28% to the 6 month VWAP to 30 March 2012; and

1.2 Reasons to vote in favour • 53% to the 3 month VWAP to 14 October 2011, being the last trading day prior to the announcement that You should read this Scheme Booklet in full before deciding Customers had held discussions with a potential how to vote. bidder and a 46% premium to the 6 month VWAP to 14 October 2011. The Scheme has a number of advantages and disadvantages which may affect Customers Shareholders in different ways depending on their individual circumstances. Customers

Figure 1: Premia to pricing benchmarks implied by $1.27 cash Scheme Consideration per Customers Share

Scheme Consideration: $1.27

38% 44% 28% 53% 46%

0.92 0.88 0.99 0.83 0.87

Close pre announcement 3 month VWAP to 6 month VWAP to 3 month VWAP to 6 month VWAP to 30 March 2012 30 March 2012 30 March 2012 14 October 2011 14 October 2011

Source: IRESS.

6 Customers Limited – Scheme Booklet (b) Customers Shareholders will receive certain value The Customers Directors have not become aware of any for their investment alternative proposal and have no basis for believing that The Customers Share price has been highly volatile over an alternative proposal will be received. the last 24 to 36 months, driven largely by the introduction of direct charging in Australia and an uncertain economic (f) The Customers Share price may fall if the Scheme environment. is not implemented If the Scheme is not implemented, the trading price of The Scheme Consideration of $1.27 cash offered by Customers Shares will continue to be subject to market DirectCash for each Customers Share provides you with volatility, including general stock market movements, certainty of value for your Customers Shares (subject the impact of general economic conditions and the to the Conditions Precedent being satisfied or waived). demand for listed securities. As such, if the Scheme is not implemented, the Customers Share price may (c) Liquidity opportunity for all Customers Shareholders trade below the Scheme Consideration being offered Approximately 48.7% of Customers Shares are held by under the Scheme and return to pre-offer levels. the four largest shareholders. The table below is extracted from the Independent Expert’s Report and shows the (g) If the Scheme does not proceed, Customers trading volumes of Customers Shares over various time Shareholders will continue to be subject to the periods up to 30 March 2012, being the last Business specific risks associated with Customers’ business Day prior to announcement of the Scheme proposal. and general market risks The Customers Board considers that the underlying Figure 2: Trading volumes and liquidity of Customers Shares profitability and overall outlook for Customers remains strong and that Customers has significant growth Highest Lowest Total prospects, including from current growth initiatives, closing closing Traded shares Time share share volume outstanding as an independent ASX listed company. Nevertheless, period price price (millions) (millions) Liquidity these initiatives will take time to fully implement and carry execution risks, some of which may be outside the control 1 week 0.92 0.85 0.66 134.9 0.5% of Customers. 1 month 0.92 0.80 2.00 134.9 1.5% 3 months 1.00 0.80 9.86 134.9 7.3% If the Scheme does not proceed, Customers Shareholders 6 months 1.19 0.80 21.85 134.9 16.2% will continue to be subject to these execution risks as well 12 months 1.45 0.72 88.01 134.9 65.3% as other specific risks inherent in Customers’ business. These include changes in law that adversely impact The above table demonstrates the moderate level of Customers’ business, political and regulatory risks liquidity in the public market for Customers Shares. This particularly in the context of ATMs at gaming venues, level of liquidity would make it unlikely that all Customers litigation risks, and technology risks. Additionally, structural Shareholders would be able to exit their investment without changes within the core ATM business may adversely causing significant downward pressure on the Customers impact Customers’ financial performance. Share price. In addition, the future price of Customers Shares will (d) The Independent Expert has concluded that the Scheme be subject to external economic and market factors. is fair and reasonable The Scheme removes these risks and uncertainties for The Independent Expert has concluded that the Scheme Customers Shareholders and allows them to fully exit their is fair and reasonable, and that the Scheme is in the best investment in Customers at a price that the Customers interests of Customers Shareholders, in the absence of Board believes is attractive. If the Scheme is approved and a superior proposal. implemented, these risks and uncertainties will be assumed by DirectCash, as the sole shareholder of Customers The valuation analysis of the Independent Expert concluded following implementation of the Scheme. that the value of Customers Shares is between $1.20 and $1.40 per Customers Share. Therefore, in the absence of (h) No brokerage or stamp duty a superior proposal, the offer of $1.27 cash per Customers Customers Shareholders will not be required to pay Share is in the best interests of Customers Shareholders. any brokerage or stamp duty on the disposal of their Customers Shares under the Scheme. However, if (e) No superior proposal has emerged Customers Shareholders sell their Customers Shares Since Customers announced the Scheme on 2 April 2012, on-market prior to close of trading on ASX on the no superior proposal to acquire Customers has emerged. Effective Date, they may incur such costs.

Customers Limited – Scheme Booklet 7 This page has been left blank intentionally.

8 Customers Limited – Scheme Booklet SECTION 2 DISADVANTAGES OF THE SCHEME

Customers Limited – Scheme Booklet 9 SECTION 2 Disadvantages of the Scheme

Although the Scheme is recommended by the Customers (d) Future dividends Directors (in the absence of a superior proposal), and the If the Scheme is implemented, Customers Shareholders Independent Expert has concluded that the Scheme is in will not have the opportunity to receive future dividends the best interests of Customers Shareholders, factors which from Customers, although any future dividend payments may lead you to consider voting against the Scheme include are not certain and are subject to the performance of the following. Customers and the approval of the Customers Directors.

(a) Scheme Consideration (e) Tax consequences You may hold a different view to the Customers Directors Implementation of the Scheme may have tax and the Independent Expert and believe that the Scheme consequences for Customers Shareholders. A general Consideration of $1.27 cash per Customers Share guide to the taxation implications of the Scheme is set is inadequate. out in section 8 of this Scheme Booklet. This guide is expressed in general terms and individual Customers (b) Loss of exposure to Customers’ current and future Shareholders should seek professional advice regarding growth assets the tax consequences applicable to their own DirectCash is offering to acquire Customers Shares for circumstances. $1.27 per share in cash under the Scheme. If the Scheme is implemented, Customers Shareholders will no longer (f) A superior proposal could potentially emerge participate in the future performance of Customers. This It is possible that a more attractive proposal for Customers will mean that Customers Shareholders will not retain any Shareholders could materialise in the future, such as a exposure to Customers’ assets or have the potential to takeover bid with a higher offer price than the Scheme share in the value that could be generated by Customers Consideration. However, as at the date of this Scheme in the future. Booklet, your directors have not received or become aware of any alternative proposal and have no basis for believing (c) Loss of influence over the direction of Customers that an alternative proposal will be received. If the Scheme is approved and implemented, you will cease to have the right to influence the future direction of Customers through your voting rights as a Customers Shareholder. DirectCash will have the right to determine the future direction of Customers following implementation of the Scheme.

10 Customers Limited – Scheme Booklet SECTION 3 Frequently asked questions

Customers Limited – Scheme Booklet 11 SECTION 3 Frequently asked questions

Question Answer

What is the Scheme? The Scheme is a scheme of arrangement between Customers and Customers Shareholders at the Scheme Record Date pursuant to which Customers is asking Customers Shareholders to consider and vote on the proposed Scheme to effect the acquisition of Customers by DCP Holdings, a wholly-owned subsidiary of DirectCash.

A scheme of arrangement is a statutory procedure that is commonly used to enable one company to acquire another company.

If the Scheme is approved and implemented, Customers Shareholders will receive a cash payment of $1.27 for each Customers Share they own.

What do the Customers Directors recommend? The Customers Directors unanimously recommend that all Customers Shareholders vote in favour of the Scheme, in the absence of a superior proposal.

Each Customers Director who holds Customers Shares intends to vote his or her Customers Shares in favour of the Scheme, in the absence of a superior proposal.

What is the opinion of the Independent Expert? The Independent Expert has concluded that the Scheme is fair and reasonable and is in the best interests of Customers Shareholders, in the absence of a superior proposal.

Who is DirectCash? DirectCash is a provider of ATMs, debit terminals and prepaid products in Canada. DirectCash also offers ATM services in the United States and Mexico and prepaid cards in Australia and the United Kingdom.

When and where will the Scheme Meeting be held? The Scheme Meeting will be held on Monday, 18 June 2012 at the KPMG Theatrette, Ground Floor, 147 Collins Street, Melbourne VIC 3000 commencing at 11.00am (Melbourne time).

What vote is required to approve the Scheme? For the Scheme to proceed, the Scheme Resolution must be passed by: • a majority in number of Customers Shareholders who vote on the Scheme Resolution; and • at least 75% of the votes cast on the Scheme Resolution. The Court has the discretion to waive the first of these two requirements if it considers it appropriate to do so.

12 Customers Limited – Scheme Booklet Question Answer

How do I vote if I am not able to attend the meeting? You may complete the enclosed personalised Proxy/Voting Form in accordance with the instructions and return it in the reply paid envelope enclosed or by facsimile.

You may also appoint a proxy online by visiting www.linkmarketservices.com.au and following the online instructions. You will need your shareholder registration details.

The deadline for lodging your Proxy/Voting Form or voting online is 11.00 am on Saturday, 16 June 2012.

Am I entitled to vote? Each Customers Shareholder who is registered on the Register at 7.00pm (Melbourne time) on Saturday, 16 June 2012 is entitled to attend and vote at the Scheme Meeting.

When will I be paid? Those Customers Shareholders on the Register on the Scheme Record Date (which is expected to be at 5.00pm on Wednesday, 27 June 2012) will become entitled to the Scheme Consideration in respect of the Customers Shares they hold at that time.

Payment of the Scheme Consideration is expected to be made on or about Wednesday, 4 July 2012.

How will I be paid? All payments will be made by direct deposit into your nominated bank account, as advised to the Customers Registry as at the Scheme Record Date. If you have not nominated a bank account, payment will be by cheque sent to you by post to your registered address as shown on the Register.

Are there any conditions to be satisfied? The Scheme must be approved by the required shareholder majorities and the Court. The Scheme is also subject to a number of conditions discussed at section 5.5.

When will the result of the Scheme Meeting be known? The result of the Scheme Meeting will be available shortly after the conclusion of the meeting and will be announced to ASX once available. Even if the Scheme Resolution is passed by the Scheme Meeting, the Scheme is subject to approval of the Court.

Where can I get further information? For further information, you can call the Shareholder Information Line on 1800 237 687 (within Australia) or +61 2 8280 7613 (outside Australia).

Customers Limited – Scheme Booklet 13 This page has been left blank intentionally.

14 Customers Limited – Scheme Booklet SECTION 4 How to vote

Customers Limited – Scheme Booklet 15 SECTION 4 how to vote

4.1 Your vote is important

For the Scheme to proceed, it is necessary that sufficient Customers Shareholders vote in favour of the Scheme. If you are registered as a Customers Shareholder at 7.00pm (Melbourne time) on Saturday, 16 June 2012, you will be entitled to vote on the Scheme.

4.2 Notice of Scheme Meeting

The Scheme will be voted on by Customers Shareholders at the Scheme Meeting to be held at the KPMG Theatrette, Ground Floor, 147 Collins Street, Melbourne VIC 3000 on Monday, 18 June 2012, commencing at 11.00am (Melbourne time).

The Notice of Scheme Meeting is contained as Annexure D to this Scheme Booklet.

4.3 Procedure

You may vote on the Scheme by attending the Scheme Meeting in person, by proxy, by attorney or, in the case of a corporation which is a Customers Shareholder, by corporate representative.

Information on how to vote using each of these methods is contained in the Notice of Scheme Meeting attached as Annexure D to this Scheme Booklet.

If you are in favour of the Scheme, you should vote in favour of the Scheme.

The Scheme will not proceed unless the Scheme is approved by Customers Shareholders.

4.4 Voting entitlement

Each Customers Shareholder who is registered on the Register at 7.00pm (Melbourne time) on Saturday, 16 June 2012 is entitled to attend and vote at the Scheme Meeting, in person, by proxy, by attorney or, in the case of a corporation which is a Customers Shareholder, by its representative appointed in accordance with the Corporations Act.

Information on entitlements to vote, including if you are a joint holder of Customers Shares, is contained in the Notice of Scheme Meeting which is attached as Annexure D to this Scheme Booklet.

16 Customers Limited – Scheme Booklet SECTION 5 summary of the scheme

Customers Limited – Scheme Booklet 17 SECTION 5 summary of the scheme

5.1 What you will receive From the Scheme Record Date: • all statements of holding in respect of Customers Shares If the Scheme is approved and implemented, Customers cease to have effect as documents of title in respect Shareholders will receive a cash payment of $1.27 per of such Customers Shares; and Customers Share. • each entry on the Register will cease to be of any Payments will be made by direct deposit into your nominated effect except as evidence of entitlement to Scheme bank account, as advised to the Customers Registry as at Consideration in respect of the Customers Shares the Scheme Record Date. If you have not nominated a bank relating to that entry. account, payment will be by cheque sent to you by post to your registered address as shown on the Register. 5.3 Implementation Date Payment of the Scheme Consideration will be made on the Implementation Date, currently expected to be Wednesday, The Implementation Date for the Scheme is expected to 4 July 2012. be Wednesday, 4 July 2012. Once the Scheme Consideration has been paid, the Scheme Shares will be transferred If a Customers Shareholder does not have a registered address to DirectCash without need for further acts by Scheme or Customers considers the shareholder is not known at its Shareholders. registered address and no bank account has been nominated, payments due to the shareholder will be held by Customers In the case of Scheme Shares held in joint names, the Scheme until claimed or applied under laws dealing with unclaimed Consideration will be made payable to the joint holders and money. sent to the holder whose name appears first in the Register as at the Scheme Record Date.

5.2 Determination of persons entitled to Scheme Consideration 5.4 If the Scheme does not proceed

(a) Dealings on or prior to the Scheme Record Date If the Scheme does not proceed, Customers Shareholders will continue to hold Customers Shares. For the purposes of calculating entitlements under the Scheme, any dealing in Customers Shares will only be In the absence of any alternative or competing proposal to recognised if: the Scheme, Customers will continue as a stand alone entity. • in the case of dealings of the type to be effected by Customers Shareholders will continue to be exposed to the CHESS, the transferee is registered in the Register risks relating to Customers’ business as set out in section 6.7. as the holder of the relevant Customers Shares on or before the Scheme Record Date; and In the absence of an alternative proposal which is similar or superior to the Scheme, it is possible that the price at which • in all other cases, registrable transmission applications Customers Shares trade will fall. or transfers in respect of those dealings are received on or before the Scheme Record Date at the Customers Depending on the reasons why the Scheme does not proceed, Registry. Customers may be liable to pay the DirectCash Reimbursement Fee. Information on the DirectCash Reimbursement Fee is set Subject to the Corporations Act, ASX Listing Rules and the out in section 5.5. Customers constitution, Customers will register registrable transmission applications or transfers of Customers Shares which it receives by the Scheme Record Date. Customers will not accept for registration or recognise for any purpose 5.5 Scheme Implementation Deed any transmission application or transfer in respect of On 2 April 2012, Customers and DirectCash entered into Customers Shares received after the Scheme Record Date. a Scheme Implementation Deed in relation to the Scheme under which Customers agreed to propose the Scheme. (b) Dealings after the Scheme Record Date The Scheme Implementation Deed contains terms and For the purposes of determining the entitlement to conditions that are standard for these types of agreements, Scheme Consideration, Customers will, until the Scheme including in relation to the parties’ obligations to implement Consideration has been provided, maintain the Register, the Scheme and Customers’ obligation to conduct its business subject to the comments in section 5.2(a), in its form as in the ordinary course during the Scheme process. at the Scheme Record Date. The Register in this form will solely determine entitlements to Scheme Consideration.

18 Customers Limited – Scheme Booklet A summary of the key elements of the Scheme Implementation notify DirectCash of any such approach, and provide Deed is set out below. A full copy of the Scheme Implementation DirectCash with the identity of the relevant person Deed was lodged with ASX on 2 April 2012 and can be obtained making or proposing the Competing Transaction from www.asx.com.au or from www.customersatm.com.au (subject to the person consenting to Customers disclosing their identity). (a) Conditions Precedent • Matching Right: Customers is prohibited from entering Implementation of the Scheme is subject to the following into an agreement to undertake a Competing Transaction conditions precedent which must be satisfied or waived and must use its best endeavours to ensure that none before the Scheme can be implemented: of the Customers Directors recommend a Competing Transaction unless Customers has given DirectCash • Regulatory approvals: ASIC and ASX issue any at least five Business Days to provide a proposal to consents or approvals reasonably necessary to Customers that is no less favourable than the implement the Scheme; Competing Transaction. • Court approval: the Court approves the Scheme; • Shareholder approval: Customers Shareholders However, Customers is not required to comply with its approve the Scheme; obligations under the No Talk and Notification provisions in the Scheme Implementation Deed if the Customers • Independent Expert’s Report: the Independent Expert Board determines that complying with those provisions concludes that the Scheme is in the best interests would be likely to constitute a breach of the fiduciary duties of Scheme Shareholders and does not change owed by any Customers Director and, in the case of the its conclusion or withdraw its report prior to the No Talk provision, that the Competing Proposal is (or may Scheme Meeting; reasonably be expected to lead to) a Superior Proposal. • No Customers Prescribed Occurrence: no Customers Prescribed Occurrence occurs between 2 April 2012 These arrangements are set out in full in clause 10 and 8.00am on the Second Court Date; and of the Scheme Implementation Deed. • Representations and warranties: the representations and warranties given by Customers and DirectCash to (c) DirectCash Reimbursement Fee each other are true and correct in all material respects. In accordance with market practice, Customers has agreed to pay DirectCash a reimbursement fee of Full details of the Conditions Precedent and the ability $1.7 million (excluding GST) in certain circumstances. of Customers and DirectCash to rely on the various Those circumstances are: Conditions Precedent and the provisions relating to • Change of recommendation: any member of the satisfaction or waiver of these Conditions Precedent are Customers Board ceases to recommend the Scheme, set out in clause 3 of the Scheme Implementation Deed. other than as a result of: The Scheme is not conditional on the satisfaction or waiver of the conditions precedent to the Acquisition (1) the Independent Expert opining that the Scheme Facility that will finance the Scheme Consideration which is not in the best interests of Scheme Shareholders are summarised in section 7.4(c). As at the date of this (other than as a result of a Competing Transaction); Scheme Booklet, Customers is not aware of any reason (2) DirectCash is in material breach of the Scheme why the Conditions Precedent will not be satisfied. Implementation Deed and this breach is not remedied within 5 Business Days of notice (b) Exclusivity being given; or The Scheme Implementation Deed contains certain (3) a failure of a Condition Precedent (except for a exclusivity arrangements in favour of DirectCash. Customers Prescribed Occurrence or breach of These arrangements are in line with market practice a representation or warranty given by Customers), in this regard and may be summarised as follows: other than as a result of a breach by Customers • No Talk: Customers must not participate in discussions of its obligations to use its best endeavours to or provide information that may lead to a Competing procure that the Conditions Precedent are satisfied; Transaction. • Recommendation of Competing Transaction: • No Shop: Customers must not directly or indirectly any member of the Customers Board publicly solicit any enquiries, discussions or proposals that recommends, promotes or otherwise endorses may lead to a Competing Transaction. a Competing Transaction; • Notification: If Customers is approached in relation • Agreement to undertake Competing Transaction: to a Competing Transaction, or a proposed or Customers enters into a legally binding agreement potential Competing Transaction, Customers must to undertake a Competing Transaction;

Customers Limited – Scheme Booklet 19 SECTION 5 summary of the scheme continued

• Change of control of Customers: a person other than DirectCash can terminate the Scheme Implementation DirectCash (or its associates) acquires voting power of Deed if: 50% or more in Customers at any time prior to the date • Conditions Precedent: the Conditions Precedent 9 months after the End Date pursuant to a transaction are not satisfied or waived by the End Date; that is publicly announced before the Scheme Meeting and is, or becomes, free from defeating conditions; or • Customers Material Adverse Change: there is a Customers Material Adverse Change; • Material breach: Customers is in material breach of any clause of the Scheme Implementation Deed and • Material breach: Customers is in material breach DirectCash terminates the Scheme Implementation of the Scheme Implementation Deed; Deed as a result. • Change of recommendation: any member of The Customers Directors consider the DirectCash the Customers Board changes or withdraws their Reimbursement Fee to be reasonable and appropriate recommendation to Customers Shareholders to in amount, structure and effect. The fee is not payable vote in favour of the Scheme, or recommends if the Scheme does not proceed merely because a Competing Transaction; Customers Shareholders do not vote in favour of • Takeover bid: after a third party publicly proposes the Scheme in sufficient numbers to satisfy the a takeover bid for all of the Customers Shares, legal requirements. DirectCash publicly announces an intention to make a takeover bid for all of Customers Shares under Chapter (d) Customers Reimbursement Fee 6 of the Corporations Act. The value of the consideration DirectCash has agreed to pay Customers a reimbursement offered under DirectCash’s takeover bid must be not fee of $500,000 (excluding GST) if Customers terminates less than the Scheme Consideration. The takeover bid the Scheme Implementation Deed on the basis of a must be subject to a non-waivable defeating condition material breach of the Scheme Implementation Deed by that DirectCash receives acceptances which increase DirectCash (Customers Reimbursement Fee). For full its Relevant Interests to at least 50% of the Customers details of the Customers Reimbursement Fee, see clause Shares. Other than that defeating condition, the takeover 12 of the Scheme Implementation Deed. bid must be subject to no defeating conditions other than those set out in clause 14.1(c)(5) of the Scheme (e) Termination Implementation Deed; or Customers can terminate the Scheme Implementation • Court or government action: a Court or Government Deed if: Agency has taken any action permanently restraining or otherwise prohibiting the acquisition of Customers • Conditions Precedent: the Conditions Precedent by DirectCash, or has refused to do any thing necessary are not satisfied or waived by the End Date; to permit such transaction, and the action or refusal has • Material breach: DirectCash is in material breach become final and cannot be appealed. of the Scheme Implementation Deed; • Change of recommendation: the Customers Board publicly recommends a Superior Proposal; or • Court or government action: a Court or Government Agency has taken any action permanently restraining or otherwise prohibiting the acquisition of Customers by DirectCash, or has refused to do any thing necessary to permit such transaction, and the action or refusal has become final and cannot be appealed.

20 Customers Limited – Scheme Booklet 5.6 Deed Poll 5.8 No brokerage or stamp duty

DirectCash has executed the Deed Poll, pursuant to Scheme Shareholders will not incur any brokerage or stamp which DirectCash has agreed, subject to the Scheme duty in connection with the Scheme. becoming Effective and in accordance with the provisions of the Scheme, to deposit an amount equal to the Scheme Consideration payable to all Scheme Shareholders in a trust 5.9 ASX delisting account operated by Customers as trustee for the Scheme Shareholders, except that any interest on the amounts On a date after the Implementation Date to be determined deposited (less bank fees and other charges) will be by DirectCash, Customers will apply: credited to DirectCash’s account. • for termination of the official quotation of Customers Shares on the ASX; and Under the Scheme, Customers must pay this money to the Scheme Shareholders on the Implementation Date. • to have itself removed from the official list of the ASX.

5.7 Warranties by Customers Shareholders

The Scheme provides that each Scheme Shareholder is taken to have warranted to Customers and DirectCash, and appointed and authorised Customers as its attorney and agent to warrant to DirectCash, that all their Customers Shares (including any rights and entitlements attaching to those shares) which are transferred under the Scheme will, at the date of transfer, be fully paid and free from all mortgages, charges, liens, encumbrances, pledges, security interests and interests of third parties of any kind, whether legal or otherwise, and restrictions on transfer of any kind, and that they have full power and capacity to sell and to transfer their Customers Shares to DirectCash or DCP Holdings (as applicable) together with any rights attaching to those shares.

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22 Customers Limited – Scheme Booklet SECTION 6 Information about Customers

Customers Limited – Scheme Booklet 23 SECTION 6 Information about Customers

6.1 Introduction 6.2 Overview of operations

Customers Limited operates the largest independent ATM (a) Convenience ATMs (core business) network in Australia and a growing fleet in New Zealand. Customers’ core business is owning, deploying and operating ATMs across Australia. Customers has a market The principal activities of Customers consist of: share of the total ATM market in Australia of approximately • the provision of ATM services to the convenience market 19%.1 As at 31 March 2012, Customers had 5,339 in Australia (the core business); convenience ATMs installed across Australia. Customers’ • the provision of ATM services and other services to the ATMs are located principally in the eastern states of financial institution industry and corporate markets in Australia and are primarily branded with the Customers’ Australia (outsourcing); and house brands. Customers also has branding agreements in place with Citibank, Bendigo Bank, Mortgage House • the provision of ATM services to the New Zealand market and Arab Bank under which ATMs are branded with the via its partially owned subsidiary, New Zealand ATM Services counter-party’s brand. Limited (NZATM). Over the half financial year to 31 December 2011, the Since 2003, Customers has participated in the independent convenience business contributed 98% of total sales ATM industry. In December 2004, Customers further to external customers. established its position in the Australian ATM convenience market with the acquisition of a fleet of St George Bank Customers has expanded its ATM fleet both organically Merchant ATMs. In December 2006, Customers consolidated and by acquisition, most recently in August 2011 through its position when it acquired ATM Solutions Australasia Pty the acquisition of 124 merchant sites from Aussie ATM, Limited, adding 3,300 merchant ATM locations to the part of MyATM Holdings Limited. existing portfolio. In November 2009, Customers entered into a partnership agreement with Nautilus Hyosung to distribute a range of Nautilus Hyosung’s ATM models, including the financial institutions ATM, Monimax series. Nautilus Hyosung, a subsidiary of the Korean listed Hyosung Group, is a provider of hardware and software solutions to the ATM and self-service financial services market globally. Figure 3: Number of Customers ATMs installed in Australia

ATM 5,748 6,000 Solutions Acquisition 5,000

4,000

3,000

2,000 St George Acquisition 1,000

- Dec 03 Dec 04 Dec 05 Dec 06 Dec 07 Dec 08 Dec 09 Dec 10 Dec 11

Note: number of Customers ATMs are approximations and NZ ATMs are not included. Source: Customers.

1. C8 Points of Access to the Australian Payments System, RBA as at July 2011, Customers ATMs: 5,724.

24 Customers Limited – Scheme Booklet Figure 4: Composition of Customers ATM Fleet (b) Financial institutions/corporate outsourcing in Australia by Location and Business Type2 Customers recently entered into ATM outsourcing service agreements with Coles Express and Bank of Queensland New South Wales 27% (BOQ). Under these outsourcing arrangements, Customers Queensland 26% installs, operates and maintains ATM fleets on behalf of Victoria 22% the client. South Australia 11% Western Australia 8% The Coles Express managed service agreement was Northern Territory 4% announced in November 2011. It is a 5 year agreement Australian Capital Territory 1% to provide and manage 400 or more ATM terminals Tasmania 1% in Coles Express stores. The ATM terminal rollout commenced in late 2011 and, as at 31 March 2012, a total of 277 terminals were installed, with an estimated 400 expected to be installed by mid 2012. Gaming 26% Petrol station 19% The BOQ agreement is a 5 year agreement for the Pub/Club 13% provision of a full ATM managed service for 400 or more Convenience store 10% terminals that are BOQ branded. As at 31 March 2012, Other 10% a total of 364 terminals were deployed with full deployment Shopping centre 8% anticipated prior to mid 2012. Supermarket 7% Café/Restaurant 7% Customers’ financial institutions and corporate outsourcing contracts provide it with the opportunity to continue to grow its market share in the Australian ATM industry with a fee for service revenue model that diversifies its traditional Source: Customers. transaction based model.

(c) New Zealand Customers has a 47.75% stake in NZATM. NZATM provides independent ATM services across New Zealand similar to the core Australian convenience business. Customers expects to move to full ownership within 12 months, at a cost of a further $11 million to $12 million.

The NZATM fleet has been in substantial roll out phase since November 2011 and numbered 585 as at 31 March 2012. With effect from 15 February 2012, all New Zealand major bank debit and EFTPOS card holders can access the NZATM network.

2. As at December 2011.

Customers Limited – Scheme Booklet 25 SECTION 6 Information about Customers continued

6.3 Financial information

The following section summarises certain historical financial information regarding Customers for the years ending 30 June 2010 and 30 June 2011 and the 6 months ending 31 December 2011.

The financial information in this section is a summary only and is prepared for the purpose of this Scheme Booklet. The financial information has been prepared in accordance with the Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act. Further details on Customers financial performance is provided in the audited full year results and the audited half-year results provided to ASX. These documents are available as follows: • from ASX or on its website at www.asx.com.au; or • from Customers’ website at www.customersatm.com.au

(a) Income Statement Half year ended Full year ended Full year ended $’000 31 Dec 2011 30 June 2011 30 June 2010 Revenue from continuing operations 64,563 124,398 117,025 Share of profits of associates accounted for using the equity method 37 - - Other income 59 54 115 Expenses ATM Network expense (32,549) (56,794) (49,115) Employee benefits expense (7,735) (12,799) (10,165) Depreciation and amortisation expense (11,403) (22,600) (20,567) Non-recoverable GST (1,164) (2,516) (3,184) Share of loss of associates accounted for using the equity method - (352) (121) Other expenses (5,744) (8,109) (6,654) Net finance costs (2,530) (3,854) (2,567) Profit before income tax (expense)/benefit from continuing operations 3,534 17,428 24,767 Income tax (expense)/benefit (1,479) 1,317 (5,890) Profit after income tax (expense)/benefit from continuing operations 2,055 18,745 18,877 Loss after income tax benefit from discontinued operations - (60) (238) Profit after income tax (expense)/benefit 2,055 18,685 18,639 Other comprehensive income Foreign currency translation 18 (49) 7 Net change in fair value of cash flow hedges transferred to profit or (loss), net of tax - - (83) Other comprehensive income, net of tax 18 (49) (76) Total comprehensive income for the half-year 2,073 18,636 18,563 Earnings per share from continuing operations attributable to the owners of Customers Basic earnings per share 2.0 cents 13.8 cents 14.0 cents Diluted earnings per share 2.0 cents 13.8 cents 13.7 cents

26 Customers Limited – Scheme Booklet (b) Balance Sheet Half year ended Full year ended Full year ended $’000 31 Dec 2011 30 June 2011 30 June 2010 Current assets Cash and cash equivalents 3,395 5,441 80 Trade and other receivables 4,191 3,123 3,638 Other 1,398 1,669 1,620 Total current assets 8,984 10,233 5,338

Non-current assets Investments accounted for using the equity method 195 158 1,079 Property, plant and equipment 54,487 51,334 52,790 Intangibles 155,669 156,397 151,201 Other 4,292 4,219 5,817 Total non-current assets 214,643 212,108 210,887 Total assets 223,627 222,341 216,225

Current liabilities Trade and other payables 10,733 11,749 10,896 Borrowings 6,157 33,654 3,500 Derivative financial instruments 232 - - Income tax 4,053 2,513 3,988 Employee benefits 1,132 951 690 Other 2,137 - 119 Total current liabilities 24,444 48,867 19,193

Non-current liabilities Borrowings 31,636 - 27,114 Deferred tax 1,766 1,828 1,696 Employee benefits 359 302 195 Other - 5,430 3,151 Total non-current liabilities 33,761 7,560 32,156 Total liabilities 58,205 56,427 51,349

Net assets 165,422 165,914 164,876

Equity Contributed equity 184,826 184,826 186,123 Reserves (56) (42) 7 Accumulated losses (17,166) (17,292) (21,254) Equity attributable to the owners of Customers Limited 167,604 167,492 164,876 Non-controlling interest (2,182) (1,578) - Total equity 165,422 165,914 164,876

Customers Limited – Scheme Booklet 27 SECTION 6 Information about Customers continued

6.4 Customers Shares

As at the date of this Scheme Booklet, Customers’ capital comprises 134,869,357 ordinary shares on issue and 1,411,465 Performance Rights. As at the date of this Scheme Booklet, the substantial Customers Shareholders (as disclosed to ASX or as separately advised by the Customers Shareholder) and their interest in Customers were:

Customers Shareholder Customers Shares % of Customers Shares Taverners Holdings (Aust) Pty Ltd 25,714,082 19.1% Caledonia (Private) Investments Pty Ltd 17,677,258 13.1% Thorney Holdings Pty Ltd 13,000,000 9.6% Regal Funds Management Pty Limited 9,999,486 7.4% Renaissance Smaller Companies Pty Ltd 9,878,820 7.3%

6.5 Customers Board 6.7 Risks relating to Customers’ business

The current Customers Board comprises the following There are existing risks relating to Customers’ business and persons: an investment in Customers which will continue to be relevant • Mr Peter Polson, Chairman and Non-Executive Director; to Customers Shareholders if the Scheme does not become Effective. These risks include but are not limited to the risks • Mr John Russell, Managing Director and Chief as follows. Executive Officer; • Mr Charles Carbonaro, Non-Executive Director; (a) General risks • Mr Ross Herron, Non-Executive Director; and The market price of Customers Shares and future distributions made to Customers Shareholders will be influenced by a • Mr Ross Burney, Non-Executive Director. number of factors which may include changes in: • consumer and business sentiment and overall performance 6.6 Customers Directors’ intentions of local and international stock markets; • general economic outlook in Australia and internationally; The legislation requires a statement by the Customers Directors of their intentions regarding Customers’ business. • government fiscal, monetary and regulatory policies; If the Scheme is implemented, the Customers Board will be • prevailing economic conditions including inflation, interest reconstituted. It is for the reconstituted Customers Board rates, foreign exchange rates and consumer demand; and to determine its intentions as to: • accounting standards which affect the financial performance • the continuation of the business of Customers; and position reported by Customers. • any major changes, if any, to be made to the business of Customers; and (b) Customers specific risks • the future employment of the present employees (1) Regulatory risks of Customers. Under amendments made by the Gambling Regulation The current intentions of DirectCash with respect to these Amendment (Licensing) Act 2009 (Vic), ATMs will not be matters are set out in section 7.5. permitted in approved gaming venues in Victoria from 1 July 2012, unless specifically approved by the Victorian If the Scheme is not implemented, the Customers Directors Commission for Gambling and Liquor Regulation. Around 120 intend to continue to review the operation of the business of Customers’ ATMs will be removed as a consequence of this in the ordinary course. legislation which currently generate circa 4% to 4.5% of total core business revenues. Customers is developing an EFTPOS solution which is intended to comply with legislation governing the operation of EFTPOS devices in gaming venues, however, it is unclear how successful Customers’ EFTPOS solution will be in the market. It is also uncertain whether similar legislation will be passed in other states of Australia.

28 Customers Limited – Scheme Booklet The Commonwealth Government has released exposure drafts (5) Loss of staff of the National Gambling Reform Bill 2012 and the National The loss of staff, particularly sales and operational staff, could Gambling Reform (Related Matters) Bill 2012. The draft bills have a material adverse impact on the financial performance contain a requirement that by 1 February 2013, a $250 per and position of Customers. card per day withdrawal limit be placed on all ATMs in gaming venues nationally, except in casinos and in communities where (6) Structural and cyclical changes occurring in the this may cause unreasonable inconvenience. The bills have payments sector yet to be introduced into Parliament and whether the bills will Cash remains the most common form of payment by be passed in the current or an amended form is unknown. consumers in Australia. Nonetheless, cash use as a share However, the imposition of any limitations on ATM withdrawals of total payments has declined, falling as a share of both the in gaming venues may impact Customers’ ability to earn number and value of payments. This may adversely affect revenue from the 23% of its convenience ATM fleet located the performance and sustainability of Customers’ business. in gaming venues (excluding Victoria). There are also a number of ongoing technology and security developments occurring in the payments sector which A joint Federal Department of Treasury and Reserve Bank Customers may not be able to successfully implement of Australia Taskforce is examining whether there is a need in a timely and cost-effective manner. for further measures to enhance competition and transparency across Australia’s ATM industry. The measures that will (7) Contracts be adopted and their impact on Customers are currently unknown. Customers is a party to various major contracts associated with its business, including with respect to product supply, (2) Competition bailment facilities, cash servicing, the provision of managed services and ATM site placement. There is no guarantee of In its core business and NZATM business, Customers renewal of these contracts on terms which are commercially competes with a number of independent ATM businesses. attractive to Customers, or at all. The loss, non-renewal or There is a risk that earnings of Customers could be adversely renewal on less favourable terms of such agreements may impacted by the need to further compete with new entrants in adversely affect Customers’ ability to conduct its business, the market place, including by paying higher levels of merchant or to maintain its profitability. rebates, reducing transaction pricing or reducing the rate of increase of transaction pricing. Competition could also erode (8) Dispute and litigation risk Customers’ market share, transaction volumes and impact its economies of scale. Customers, like any other business, is subject to the risk of becoming involved in disputes and litigation. Any material or In its financial institution and corporate business, Customers costly dispute or litigation could adversely impact Customers. competes with a number of well established global operators with significant market share. There is a risk that Customers will not be able to compete profitably in the longer term.

(3) Operational risks Customers is exposed to a variety of risks when operating as an ATM services provider. These include process error, fraud, systems failure, security and physical protection, customer service and staff skills and performance. A failure to adequately manage these risks may adversely impact the performance and reputation of Customers.

(4) Strategic initiatives Customers is currently in the initial phases of implementing a number of strategic initiatives including the development of its financial institutions business and the NZATM business. There can be no assurance that these initiatives will be an ongoing success given they carry execution risks. There is also risk that Customers will not be able to successfully identify new service opportunities in the future and develop and bring new products and services to the market in a timely and cost- effective manner.

Customers Limited – Scheme Booklet 29 SECTION 6 Information about Customers continued

6.8 Material changes in Customers’ financial • On 31 January and 28 February 2012, Customers position since 31 December 2011 announced that the expectation of the Customers Board at those dates was that full year reported EBITDA for the year The latest published financial statements of Customers are ending 30 June 2012 would be between 13% and 17% the financial statements for the half-year ended 31 December below the reported EBITDA for the year ended 30 June 2011 2011, which were released to ASX on 28 February 2012. of $44.2 million, assuming the current trading conditions A copy is available free of charge on Customers’ website continued without deterioration; and (www.customersatm.com.au) or by writing to the Manager • On 31 January 2012, Customers announced that it Corporate Affairs and Marketing, Customers Limited, anticipated total depreciation and amortisation expense Building 2, 148 Chesterville Road, Cheltenham VIC 3192. for the full year to be in the range of $23 million to $24 million, driven by the substantially increased fleet size To the knowledge of the Customers Directors, and except inclusive of the outsourcing and NZATM initiatives, but as disclosed elsewhere in this Scheme Booklet, the financial that depreciation and amortisation attributable to the position of Customers has not materially changed since core business would reduce from the previous 31 December 2011, except as follows: corresponding period. • As announced to the market on 31 January 2012, Customers has embarked on a program designed to deliver Further information regarding Customers’ financial performance ongoing cost savings throughout the business, however, is set out in the Independent Expert’s Report which forms these cost savings are not anticipated to materially benefit Annexure A to this Scheme Booklet. the business until 2013. Customers is targeting ongoing cost reductions in the order of $2 million to $3 million per annum by improving efficiency across a range of key cost items;

6.9 Recent Customers Share price performance

The following chart shows the closing price of Customers Shares on ASX over the 12 months before the date of this Scheme Booklet.

Figure 5: Customers Share Price Performance

Share Price (A$) Current share price (as at 10 May): $1.24 Volume (m) 52 week minimum: $0.72 $1.60 52 week maximum: $1.38 14 Scheme Consideration: $1.27 $1.40 12

17 Oct 11: 2 Apr 12: Customers announces Customers announces 10 $1.20 that discussions had recommended cash been held with a offer from DirectCash potential purchaser 19 May 11: 8 Customers $1.00 announces trading update 6 $0.80 4

$0.60 2

$0.40 - 2 May 11 2 Jul 11 2 Sep 11 2 Nov 11 2 Jan 12 2 Mar 12

Volume (m) Customers Share Price (A$)

Source: IRESS, 10 May 2012.

As at 10 May 2012, the last trading day before the date of this Scheme Booklet, Customers Shares closed at $1.24.

30 Customers Limited – Scheme Booklet 6.10 Public information available for inspection

As a company listed on the ASX and a ‘disclosing entity’ under the Corporations Act, Customers is subject to regular reporting and disclosure obligations. Broadly, these require Customers to announce price sensitive information as soon as it becomes aware of the information, subject to exceptions for certain confidential information. Customers’ recent announcements are available from www.asx.com.au. Further announcements concerning developments at Customers will continue to be made available on this website after the date of this Scheme Booklet.

Customers is required to prepare and lodge with ASIC and ASX both annual and half-yearly financial statements accompanied by a statement and report from the Customers Directors and an audit or review report. Copies of these and other documents lodged with ASIC may be obtained from or inspected at an ASIC office and on the Customers website (www.customersatm.com.au).

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32 Customers Limited – Scheme Booklet SECTION 7 Information about DirectCash and DCP Holdings

Customers Limited – Scheme Booklet 33 SECTION 7 Information about DirectCash and DCP Holdings

7.1 Rationale for the Scheme 7.3 DirectCash

DirectCash is constantly seeking opportunities to expand its (a) Overview business. The bulk of DirectCash’s growth since its inception in DirectCash is a leading provider of ATMs, debit terminals 1997 to present has been through organic growth (i.e. utilising and prepaid products in Canada. DirectCash also offers ATM DirectCash’s own sales and distribution network to sign up services in the United States and Mexico and prepaid cards new customers to long term contracts). However, DirectCash in Australia and the United Kingdom. DirectCash (including has also participated in the consolidation of the ATM business its predecessor entities) has been in the ATM business since in Canada through the purchase of smaller businesses and 19973 and the debit terminal and prepaid products businesses therefore has some experience in dealing with acquisitions since 2002. DirectCash first went public in 2004 as an income and integrating acquired assets and personnel into DirectCash’s trust and converted to a dividend paying corporation on own organisational structure. 31 December 2010.

The acquisition of Customers (via DirectCash’s wholly-owned DirectCash is incorporated in Alberta, Canada and is listed on subsidiary, DCP Holdings) will provide DirectCash with an the TSX (ticker: DCI). As at 9 May 2012, DirectCash’s market opportunity to increase its revenue base. The opportunity capitalisation (based on 13,839,279 shares outstanding and to acquire Customers is attractive to DirectCash for a number a trading price of C$24.75) was approximately C$342.5 million of reasons, including: (approximately A$339.8 million4). • Customers’ business (the ATM business) is one that DirectCash understands well and while there are some DirectCash has three wholly-owned Australian-incorporated local Australian banking and network differences, the subsidiaries: mechanics of the ATM business is fairly similar worldwide; • DCP Holdings, which DirectCash holds through its 100% • DirectCash considers that the Australian market for ATMs ownership in DirectCash Payments Australia Pty Ltd and is less saturated than Canada (measured in terms of ATM which has been incorporated for the purpose of acquiring transactions per deployed ATM and ATMs per capita) which all the issued capital in Customers under the Scheme; and means that DirectCash may be able to apply DirectCash’s • DirectCash Management Australia Pty Ltd, which is only experience in the Canadian market to profitably deploy involved in the prepaid card business. additional ATMs at lower transaction levels; and • the large manufacturers of ATMs and ATM parts (which (b) DirectCash’s business lines are typically based in the United States or Korea) sell DirectCash’s business operations are divided into three main into all markets so DirectCash is already familiar with business lines: (1) ATM products and services; (2) prepaid the manufacturers of the ATMs that are being used by cards and prepaid products; and (3) debit (point of sale Customers. Both DirectCash and Customers use some or POS) terminals. of the same types of equipment and there may be opportunities for better ATM and parts pricing through (1) ATM business the increased buying power of a larger ATM network. DirectCash’s ATM business has three main traditional types of product/service offerings: 7.2 DCP Holdings (a) ‘Processing Contracts’, which typically refers to an ATM which is owned by a retailer or a third party and cash DCP Holdings is an Australian company registered in Victoria loaded by the retailer or a third party, where DirectCash for the purpose of the Scheme. DCP Holdings does not have processes the ATM transactions and the retailer or the third any existing operations but has available to it funding facilities party pays for the transaction processing, maintenance, to allow it to pay the Scheme Consideration to Customers service and support; Shareholders under the Scheme (see section 7.4 for (b) ‘Partial Placement’, which refers to an ATM owned and further details). maintained by DirectCash but which is cash loaded by the retailer or a third party; and DCP Holdings is a wholly-owned subsidiary of DirectCash Payments Australia Pty Ltd, which is in turn a wholly-owned (c) ‘Full Placement’, which refers to an ATM owned and subsidiary of DirectCash (see section 7.3 for information maintained by DirectCash and cash-loaded by DirectCash. about DirectCash). DirectCash operates more ATMs in Canada than any major financial institution or ATM provider. As at 31 December 2011,

3. Teal Financial Corp., one of DirectCash’s predecessors, was incorporated on 25 September 1997. 4. Based on an exchange rate of AUD0.9921/CAD.

34 Customers Limited – Scheme Booklet DirectCash was operating/processing transactions for 7,488 public regulatory filings for DirectCash (and DirectCash Income ATMs in Canada, 345 ATMs in Mexico and 30 ATMs in Fund) required to be filed under applicable Canadian securities the USA. laws (i.e. for the period from December 2004 to present) are available on the Canadian Securities Commission’s public (2) Prepaid Products & Prepaid Card business information site at www.sedar.com. Select DirectCash DirectCash’s Prepaid Products & Prepaid Card business public filings are also posted on DirectCash’s website is comprised of two parts: (www.directcash.net). (a) the Prepaid Product & Prepaid Card business; and (b) the Prepaid Cellular, Long Distance & Land Line Products 7.4 Funding arrangements for Scheme business. Consideration

DirectCash’s Prepaid Product & Prepaid Card platform is used (a) Total Scheme Consideration by a significant number of merchants in Canada as a method The Scheme Consideration is 100% cash. of providing cash access to their customers without the cost of maintaining physical cash at their locations. DirectCash’s DirectCash will procure that the aggregate Scheme Product & Prepaid Card business currently primarily operates Consideration is deposited into a bank account established in Canada with much smaller operations in the United Kingdom for the purpose of holding those funds on trust for the Scheme and Australia. Shareholders on the Business Day before the Implementation Date. If the Scheme becomes Effective, DirectCash will cause DirectCash’s prepaid mobile, long distance and fixed line the payment of the Scheme Consideration to be made to the phone card business involves the sale of prepaid telephone Scheme Shareholders on the Implementation Date. airtime. As of April 2012, DirectCash offers these products in Canada only. The amount of cash that DirectCash will be required to pay in respect of all the Customers Shares on issue (as well as for the (3) Debit/POS Terminal business Customers Shares that would be issued on full exercise of all In the debit terminal business, DirectCash has two different outstanding Performance Rights) at the date of this Scheme product/service offerings: Booklet will be $173,076,643.94. (a) ‘Debit Processing’, which refers to a debit terminal which is owned by a retailer or a third party, where DirectCash (b) Overview of funding arrangements processes the debit terminal debit transactions and the DirectCash intends to fund the aggregate Scheme retailer or third party pays for the transaction processing, Consideration through debt facilities provided by Bank maintenance, service and support; and of Montreal (parts of which may be syndicated to other (b) ‘Debit Placement’, which refers to a debit terminal which lenders selected by Bank of Montreal) (Acquisition Facility). is owned by DirectCash and is placed into a retailer’s DirectCash also intends to use funds from the Acquisition premises. Facility to refinance certain of Customers’ existing debt facilities (Customers Debt), which will require approximately $42 million As of April 2012, all debit terminals deployed by DirectCash in addition to the Scheme Consideration. were located in Canada. The total funds required to fund the aggregate Scheme (c) Board of Directors Consideration and refinance the Customers Debt will be DirectCash’s directors (in alphabetical order) as at the date approximately $215 million. of this Scheme Booklet are: DirectCash will use funds made available under the Acquisition • Mr Gary H Dundas; Facility to subscribe for ordinary shares and/or redeemable • Ms Susan M Gallacher; preference shares in DCP Holdings for a total consideration • Mr R Bradley Hurtubise; of at least $215 million (plus costs), thereby capitalising DCP Holdings with sufficient funds to pay the Scheme Consideration • Mr Jeffrey J Smith (also President & Chief Executive Officer); and refinance the Customers Debt. • Mr Leroy E Thiessen; and On the basis of the arrangements set out in this section, • Mr Kevin W Wolfe. DirectCash and DCP Holdings are of the opinion that they have a reasonable basis for holding the view that DCP (d) Public information available for inspection Holdings will have sufficient funds available to it to fund As DirectCash is listed on the TSX, historical trading and stock the aggregate Scheme Consideration (and refinance exchange information related to DirectCash is available on the the Customers Debt). stock exchange site at www.tmx.com (enter symbol DCI). All

Customers Limited – Scheme Booklet 35 SECTION 7 Information about DirectCash and DCP Holdings continued

(c) Particulars of the Acquisition Facility • the proceeds provided under the Acquisition Facility DirectCash and Bank of Montreal have entered into a being sufficient to pay the Scheme Consideration for all commitment letter in relation to the Acquisition Facility the Customers Shares and repay and cancel all of the (and which attaches to it a term sheet setting out the principal Customers Debt (other than that owing under the Customer terms of the Acquisition Facility) and have agreed to enter Bailment Facility Agreement) and the discharge of all related into definitive finance documentation as soon as reasonably security under all of the Customers Debt and related practicable with a view to finalising relevant documentation expenses; by no later than 15 June 2012. • certain representations made by DirectCash and certain other members of the DirectCash Group to Bank of Montreal Under the Acquisition Facility, Bank of Montreal has agreed under the Acquisition Facility being correct; to provide funding of up to C$340 million (C$250 million of • certain events of default under the Acquisition Facility which is available for the purpose of DirectCash satisfying not having occurred; its obligations under the Scheme and refinancing the Customers Debt). • execution of definitive financing documentation for the Acquisition Facility; and The right of DirectCash to access funds under the Acquisition • the occurrence of other procedural steps in connection Facility remains subject to the following Conditions Precedent with the Scheme and the Acquisition Facility. as at the date of this Scheme Booklet: • satisfaction or waiver of the Conditions Precedent DirectCash has given an undertaking to Customers to procure to the Scheme; that the Conditions Precedent are satisfied as soon as possible. Neither Customers nor DirectCash is aware of any • amendment to the Customers Bailment Facility Agreement reason why these Conditions Precedent will not be satisfied. satisfactory to Bank of Montreal in its sole discretion (including any increase to the amount of the Customer (d) Certain Funds Period Bailment Facility Agreement); Bank of Montreal has agreed that, subject to the satisfaction • the Scheme Implementation Deed not being terminated of the Conditions Precedent, during the Certain Funds Period, and DirectCash not otherwise being entitled to decline no lender under the Acquisition Facility may refuse a drawdown to complete the Scheme in accordance with the Scheme requested by DirectCash or cancel any commitment under Implementation Deed, the Deed Poll or the Scheme; the Acquisition Facility unless: • there being no amendment to, approval under or waiver • it is unlawful to provide the drawdown to DirectCash; of certain provisions in the Scheme Implementation Deed (such as the Conditions Precedent to the Scheme) or any • certain ‘material representations’ made by DirectCash other provisions in the Scheme Implementation Deed, the are untrue or misleading with respect to a member Deed Poll, the Scheme or this Scheme Booklet that would of the DirectCash Group in a material respect; be adverse to (or be reasonably likely to be adverse to) the • a ‘material default’ is continuing or would result from interests of Bank of Montreal; the drawdown being provided to DirectCash; or • the release of all existing encumbrances (not in favour of • an event occurs that would entitle DirectCash to decline Bank of Montreal) granted by or indebtedness incurred by to complete the acquisition of the Scheme Shares in DirectCash and certain other members of the DirectCash accordance with the Scheme or terminate the Scheme Group (other than certain permitted encumbrances) have Implementation Deed. been or will be released or transferred to Bank of Montreal or fully and finally repaid on or before the Effective Date, The undertakings, representations and warranties given as applicable; by DirectCash in relation to, and the events of default under, • all outstanding options, warrants, performance warrants, the Acquisition Facility are considered by DirectCash to be performance units, performance rights or other rights to customary for a facility of this size and type in relation to a purchase all of the Customers Shares (including but not transaction of this nature. Also, certain of these representations limited to Customers Performance Rights) having either and warranties and events of default are categorised as been exercised or surrendered before the Effective Date ‘material representations’ and ‘material defaults’ for the or having been terminated or otherwise dealt with in a purposes of the lenders’ commitment to not refuse a manner satisfactory to Bank of Montreal; drawdown during the Certain Funds Period.

As at the date of this Scheme Booklet, DirectCash is not aware of any matter which could give rise to a breach of its undertakings, representations and warranties (including a ‘material representation’) or the occurrence of an event of default (including a ‘material default’).

36 Customers Limited – Scheme Booklet 7.5 Post-acquisition intentions of DirectCash (b) Business continuity and major changes DirectCash intends that Customers will operate as DirectCash’s This section sets out DirectCash’s current intentions Australia and New Zealand ATM business line. DirectCash in relation to: Management Australia Pty Ltd, which operates DirectCash’s • the continuation of the business of Customers; existing prepaid card business in Australia, will likely be moved • any major changes to the business of Customers and any to operate under the Customers organisational structure. redeployment of the fixed assets of Customers; and Subject to DirectCash’s detailed operational review of • the future employment of the current employees of Customers outlined in section 7.5(c) below, it is DirectCash’s Customers. current intention to continue the business of Customers substantially in the same manner as at the date of this Scheme These intentions are based on the information concerning Booklet (including in respect of the fixed assets of Customers). Customers, its business and the general business environment that is known to DirectCash at the time of the preparation (c) Operational review of this Scheme Booklet, which is limited to publicly available information and a due diligence review of certain non-public Following implementation of the Scheme, DirectCash intends information provided by Customers. to conduct a detailed review of the operations, structure, businesses, assets and employees of Customers to evaluate Final decisions in relation to the ongoing prospects for Customers’ performance, profitability and prospects. This Customers will only be reached after DirectCash has had review will apply quantitative and qualitative factors to measure an opportunity to undertake a detailed review of Customers’ performance and identify areas for improvement and potential operations (see section 7.5(c) for further details). Accordingly, additional opportunities for expansion. Following this review, the statements set out in this section are statements of current DirectCash may re-formulate Customers’ business strategy. intention only which may change as new information becomes available or circumstances change. (d) Senior officers and employees of Customers Although DirectCash currently has existing operations in (a) Corporate intentions Australia via its subsidiary, DirectCash Management Australia Once the Scheme is implemented, Customers will be a wholly- Pty Ltd, those operations only extend to the prepaid card owned subsidiary of DirectCash and it is DirectCash’s intention business and DirectCash has no Australian-based employees that Customers will form the basis of DirectCash’s Australia with the necessary qualifications to take on the positions of and New Zealand business line. any of Customers’ existing officers, managers or employees.

Consistent with DirectCash’s current organisational structure, Given DirectCash’s current limited operations in Australia, DirectCash intends to reconstitute: it is DirectCash’s current intention for employees within Customers’ operating businesses to remain in their roles • the Customers Board with a total of five directors, on the same or substantially similar conditions to those that comprising three DirectCash officers and at least two they currently enjoy. However, as a result of DirectCash’s Australian-resident directors; detailed review of Customers’ operations, redundancies may • the boards of Customers’ wholly-owned subsidiaries be required. If existing roles are to be eliminated, DirectCash each with two directors; and will consider whether there are any opportunities elsewhere for affected employees. • the boards of Customers’ non-wholly-owned subsidiaries with DirectCash officers to fill the number of board positions To the extent that any employees are made redundant, they to which Customers is entitled based on the relevant will receive all payments and benefits to which they are entitled shareholder agreements. under applicable laws. Given the importance that the Australian operations would have to DirectCash’s overall global operations following implementation of the Scheme, DirectCash may consider adding one or more Australian individuals as nominees for election to the board of directors of DirectCash.

Shortly after the Scheme is implemented, DirectCash intends to arrange for Customers to be removed from the official list of the ASX.

Customers Limited – Scheme Booklet 37 SECTION 7 Information about DirectCash and DCP Holdings continued

7.6 Interests in Customers Shares

(a) DirectCash’s interest in Customers As at the date of this Scheme Booklet, DirectCash and DirectCash’s associates do not have a relevant interest or voting power in any Customers Shares.

(b) DirectCash’s directors’ interest in Customers Shares As at the date of this Scheme Booklet, DirectCash’s directors do not have a relevant interest or voting power in any Customers Shares.

(c) No dealings in Customers Shares in previous four months Except for the proposed Scheme Consideration, in the four months prior to the date of this Scheme Booklet, neither DirectCash, nor any of DirectCash’s associates have provided or agreed to provide, any consideration for Customers Shares under a purchase or an agreement.

(d) Pre-Scheme benefits During the four months before the date of this Scheme Booklet, neither DirectCash nor any of DirectCash’s associates has given or offered to give or agreed to give a benefit to another person where the benefit was likely to induce the other person, or an associate of that other person, to vote in favour of the Scheme or dispose of Customers Shares (and which is not offered to all Customers Shareholders).

38 Customers Limited – Scheme Booklet SECTION 8 Taxation implications

Customers Limited – Scheme Booklet 39 SECTION 8 Taxation implications

The following is a general description of the Australian The cost base of the Customers Shares generally includes the capital gains tax (CGT) and goods and services tax (GST) cost of acquisition and any incidental costs of acquisition and consequences of the Scheme for Customers Shareholders disposal that are not deductible to the Customers Shareholder. who dispose of their Customers Shares under the Scheme. The proceeds of disposal will include the consideration price Subject to the rules outlined below, capital gains and losses of $1.27 per Customers Share received by the Customers are aggregated to determine whether there is a net capital gain Shareholder in respect of the disposal of the Customers for the year. Net capital gains are included in the taxpayer’s Shares. assessable income and subject to income tax at the taxpayer’s standard marginal tax rate. Net capital losses cannot be offset If the Customers Shares were acquired at or before 11.45am against other assessable income, but may be carried forward on 21 September 1999, a Customers Shareholder who is an for offset against future capital gains. individual, a complying superannuation fund or the trustee of a trust may choose to adjust the cost base of their Customers The comments set out below are relevant only to those Shares to include indexation by reference to changes in the Customers Shareholders who hold their Customers Shares consumer price index from the calendar quarter in which their on capital account. Customers Shareholders who hold their Customers Shares were acquired until the quarter ended Customer Shares for the purposes of speculation or a business 30 September 1999. Customers Shareholders that are of dealing in securities (i.e. as trading stock) or who acquired companies will include that indexation adjustment if their their Customers Shares pursuant to an employee share or Customers Shares were acquired at or before 11.45am on option plan should seek their own advice. 21 September 1999. Indexation adjustments are taken into account only for the purposes of calculating capital gains; Customers Shareholders who are tax residents of a country they are ignored when calculating capital losses. other than Australia (whether or not they are also residents, or are temporary residents, of Australia for tax purposes) should Individuals, complying superannuation funds or trustees that also take into account the tax consequences of disposal of their have held Customers Shares for at least 12 months but do Customers Shares under the laws of their country of residence. not index the cost base of the Customers Shares can reduce the amount of the capital gain (after application of capital The description is based upon Australian law and administrative losses) from disposal of the Customers Shares. The reduction practice in effect at the date of this Scheme Booklet, but it (‘discount’) is 50% in the case of individuals and trustees, is general in nature and is not intended to be an authoritative and 33% in the case of complying superannuation funds. or complete statement of the laws applicable to the particular The availability of the discount for capital gains distributed circumstances of every Customers Shareholder. Customers by a trustee to a beneficiary will depend on whether the Shareholders should seek independent professional advice ultimate beneficiary is an individual, company or complying in relation to their own particular circumstances. superannuation fund.

(b) Non resident Customers Shareholders 8.1 Disposal of Customers Shares Subject to the one exception outlined immediately below, Customers Shareholders who are not residents of Australia (a) Australian resident Customers Shareholders at the time of disposal of their Customers Shares will not be The Scheme will involve the disposal by Customers subject to Australian CGT. Shareholders of their Customer Shares by way of transfer to DirectCash. This change in the ownership of the Customers Non-resident Customers Shareholders who were previously Shares will constitute a CGT event for Australian CGT residents of Australia and chose to disregard accrued capital purposes. gains or losses on Customers Shares on ceasing to be resident will remain subject to Australian CGT on disposal of their The date of disposal for CGT purposes will be the Customers Shares as set out in section 8.1(a). Implementation Date. The Implementation Date is expected to be Wednesday, 4 July 2012 and in that case the amount of any gain will need to be returned in the 2012/2013 income 8.2 Goods and services tax tax year. Customers Shareholders will not be liable for GST on disposal Customers Shareholders will make a capital gain on the transfer of their Customers Shares. of their Customers Shares to the extent that the proceeds from the disposal of their Customers Shares are more than the cost Customers Shareholders may be charged GST on any base (or in some cases indexed cost base) of those Customers associated costs of participating in the Scheme, such as Shares. Conversely, Customers Shareholders will make a advisor fees. In that case Customers Shareholders may be capital loss to the extent that the proceeds are less than entitled to input tax credits or reduced input tax credits for the reduced cost base of those Customers Shares. those costs, but should seek independent advice in relation to their individual circumstances.

40 Customers Limited – Scheme Booklet SECTION 9 Additional information

Customers Limited – Scheme Booklet 41 SECTION 9 Additional information

9.1 Interests of Customers Directors The Customers Board has waived or amended the vesting in Customers conditions of all outstanding Performance Rights so that the Performance Rights will vest upon the Scheme becoming As at the date of this Scheme Booklet, the Customers Effective, in which case each holder will be able to exercise Directors had the following relevant interests in Customers their Performance Rights and participate in the Scheme. Shares: Mr John Russell’s Performance Rights were granted on the Director Number of Customers Shares basis that the Customers Shares to which Mr Russell would Mr Charles Vincent Carbonaro 400,000 be entitled upon vesting would be purchased on-market. As trading in Customers Shares will be suspended once the Mr Ross M Herron 100,000 Scheme becomes Effective, it will not be possible to purchase Mr Peter Polson 50,000 those Customers Shares on-market upon the Scheme Mr Ross Burney 38,000 becoming Effective. The Customers Board therefore intends Mr John Russell nil to issue new shares to Mr Russell. Total 588,000 ASX has granted Customers waivers of ASX Listing Rule 10.14 to the extent necessary to permit the issue of new shares to Mr John Russell has 570,841 Performance Rights, as Mr Russell and ASX Listing Rule 6.23.3 to permit the increased described in section 9.2. exercise period of each Performance Right on issue resulting from the early vesting. Each waiver is conditional on the No director of Customers has acquired or disposed of a Scheme becoming Effective. Relevant Interest in any Customers Shares in the 4 month period ending on the date immediately before the date of this Scheme Booklet. 9.3 Interests and dealing of Customers Directors in DirectCash Shares

9.2 Performance Rights As at the date immediately before the date of this Scheme Booklet, no director of Customers had a Relevant Interest (a) Background in any DirectCash Shares. Customers currently operates a long term incentive scheme pursuant to which it makes annual grants to eligible Customers No director of Customers acquired or disposed of a Relevant executives of rights over shares under two performance rights Interest in any DirectCash Shares in the 4 month period ending plans. on the date immediately before the date of this Scheme Booklet. There are currently a total of 1,411,465 Performance Rights outstanding, in respect of grants made in 2010, 2011 and 2012, all of which are not due for testing until after the 9.4 Benefits and agreements time the Scheme is expected to become Effective. (a) Benefits in connection with retirement from office A brief explanation of the relevant terms of the Performance There is no payment or other benefit that is proposed to be Rights, and some information regarding the implications of the made or given to any director, secretary or executive officer of Scheme for holders of Performance Rights, is set out below. Customers (or its Related Bodies Corporate) as compensation for the loss of or consideration for or in connection with his or (b) Overview of performance rights plans her retirement from office in Customers or any of its Related Performance Rights granted under Customers’ performance Bodies Corporate in connection with the Scheme. rights plans enable holders to acquire Customers Shares for nil consideration, subject to the satisfaction of certain All directors of Customers are expected to retire once the performance and service hurdles. Scheme is implemented. Mr John Russell will be entitled to a severance payment equal to: In the ordinary course, each Performance Right would be • 12 months compensation if: exercisable into one Customers Share where the applicable performance and service hurdles are met. However, the rules – Customers terminates his employment, other than for of the performance rights plans give the Customers Board serious misconduct; or the ability to waive the vesting conditions of any outstanding, – Mr Russell provides written notice that a material unvested performance rights (including on a change of control), change has occurred in relation to his role such that his or to otherwise amend those conditions, so that Performance employment is treated as having been terminated; or Rights vest early. • 6 months compensation if Mr Russell otherwise terminates his employment.

42 Customers Limited – Scheme Booklet No other Customers Director is entitled to any severance or ASIC has granted Customers relief from this requirement retirement payment. Further details of severance payments for such that: executives are set out in Customers’ annual report for 2011. • Customers is not required to disclose particulars of payments or benefits proposed to be made or given (b) Agreements connected with or conditional on the to a Relevant Person in relation to their loss of office or Scheme retirement from office, unless: There are no agreements made between any director – the Relevant Person will lose office or retire from office as of Customers and any other person in connection with, or a consequence of, or in connection, with the Scheme; or conditional on, the outcome of the Scheme other than in their capacity as a holder of Customers Shares or Performance – the amount of any payment or benefit which may be Rights or as set out below. made to the Relevant Person upon their loss of office or retirement from office may be materially affected by the DirectCash has indemnified each Customers Director from any Scheme; and claim, action, damage, loss, liability, cost, expense or payment • the Scheme Booklet is not required to state the identity of of whatever nature and however arising out of any breach of any Relevant Person who will lose office or retire from office any of the representations and warranties given by DirectCash in connection with the Scheme, unless that person is a in Schedule 1 to the Scheme Implementation Deed. director of Customers.

(c) Benefits under the Scheme (b) Change in Financial Position None of the directors of Customers has agreed to receive, Clause 8302(h) of part 3 of schedule 8 to the Corporations or is entitled to receive, any benefit from DirectCash which is Regulations requires the Scheme Booklet to set out whether, conditional on, or is related to, the Scheme, other than in their within the knowledge of the Customers Directors, the financial capacity as a holder of Customers Shares or Performance position of Customers has materially changed since the date Rights or as set out in clause 9.4(b). of the last balance sheet laid before a Customers annual general meeting or sent to Customers Shareholders in (d) Interests of Customers Directors in contracts with accordance with section 314 or 317 of the Corporations Act. DirectCash None of the directors of Customers has any interest in any ASIC has granted Customers relief from this requirement contract entered into by DirectCash. on the condition that: • Customers has complied with Division 2 of Part 2M.3 of the Corporations Act in respect of the half-year ended 9.5 ASIC relief 31 December 2011;

Sub-regulation 5.1.01 of the Corporations Regulations requires • the Scheme Booklet states that Customers will give a that, unless ASIC otherwise allows, this Scheme Booklet copy of the documents referred to in section 302 of the contain the matters set out in part 3 of schedule 8 to the Corporations Act for the half-year ended 31 December 2011 Corporations Regulations. ASIC has granted the following free of charge to anyone who asks for them before relief from certain of those disclosure requirements: the Scheme is approved by the Court; • any material change in Customers’ financial position (a) Payments or benefits proposed to be made or given occurring after 31 December 2011 but prior to the date to Customers Directors or officers of the Scheme Booklet is disclosed in the Scheme Booklet; Clause 8302(d) of part 3 of schedule 8 to the Corporations and Regulations requires this Scheme Booklet to disclose • the Scheme Booklet sent to members will be substantially particulars of any payment or benefit that is proposed to be in the form given to ASIC. made or given to any director, secretary or executive officer of Customers or a related body corporate of Customers (Relevant Person) as compensation for loss of office, or as consideration for or in connection with his or her retirement from office.

Customers Limited – Scheme Booklet 43 SECTION 9 Additional information CONTINUED

9.6 Formal disclosures and consents 9.7 Other information material to the making of a decision in relation to the Scheme (a) Consents This Scheme Booklet contains statements made by, or Except as set out in this Scheme Booklet, there is no other statements said to be based on statements made by: information material to the making of a decision in relation to the Scheme, being information that is within the knowledge • DirectCash in respect of the DirectCash Information only; of any Customers Director, at the time of lodging this Scheme • PricewaterhouseCoopers Securities Limited as the Booklet with ASIC for registration, which has not previously Independent Expert; and been disclosed to Customers Shareholders. • Greenwood & Freehills as the author of the Tax Report. If, between the date of lodgement of this Scheme Booklet for registration by ASIC and the Effective Date, Customers Each of those persons named above has consented to the becomes aware that: inclusion of each statement it has made in the form and context in which the statements appear and has not withdrawn • a material statement in this Scheme Booklet is false or that consent at the date of this Scheme Booklet. misleading; • there is a material omission from this Scheme Booklet; The following parties have given and have not, before the time of registration of this Scheme Booklet with ASIC, withdrawn • a significant change affecting a matter in this Scheme their consent to be named in this Scheme Booklet in the form Booklet has occurred; or and context in which they are named: • a significant new matter has arisen which would have been • Macquarie Capital (Australia) Limited as financial adviser required to be included in this Scheme Booklet if it had to Customers; and arisen before the date of lodgement of this Scheme Booklet for registration by ASIC, Customers will prepare a • Freehills as legal adviser to Customers. supplementary document to this Scheme Booklet. The form which the supplementary document may take, and whether (b) Disclosures and responsibility a copy will be sent to each shareholder, will depend on the Further, each person named in section 9.6(a): nature and timing of the new or changed circumstances. • has not authorised or caused the issue of this Scheme In all cases, the supplementary document will be available Booklet; from Customers’ website at www.customersatm.com.au • does not make, or purport to make, any statement in this and from the ASX website at www.asx.com.au Scheme Booklet or any statement on which a statement in this Scheme Booklet is based, other than: – DirectCash, in respect of the DirectCash Information only; – PricewaterhouseCoopers Securities Limited, in relation to its Independent Expert’s Report; – Greenwood & Freehills, in relation to the Tax Report; and • to the maximum extent permitted by law, expressly disclaims all liability in respect of, makes no representation regarding, and takes no responsibility for, any part of this Scheme Booklet other than a reference to its name and the statement (if any) included in this Scheme Booklet with the consent of that party as specified in this section 9.6(b).

44 Customers Limited – Scheme Booklet SECTION 10 Glossary and interpretation

Customers Limited – Scheme Booklet 45 SECTION 10 Glossary and interpretation

10.1 Glossary Corporations Act the Corporations Act 2001 (Cth).

The meanings of the terms used in this Scheme Booklet Corporations Regulations the Corporations Regulations are set out below: 2001 (Cth).

Acquisition Facility debt facilities provided by Bank of Court the Supreme Court of Victoria or such other Court Montreal (parts of which may be syndicated to other lenders of competent jurisdiction under the Corporations Act agreed selected by Bank of Montreal). to in writing by Customers and DirectCash.

ASIC Australian Securities and Investments Commission. Customers Customers Limited ACN 009 582 781.

Customers Bailment Facility Agreement a bailment ASX ASX Limited ABN 98 008 624 691. agreement between Customers and a provider of bailment services. Business Day a weekday in which trading banks are open for business in Victoria, Australia. Customers Board the board of directors of Customers.

Customers Debt Customers’ existing debt facilities. Certain Funds Period the period from the date the commitment letter in respect of the Acquisition Facility Customers Director each member of the Customers Board. was executed by Bank of Montreal and DirectCash until the earlier of: Customers Group Customers and each of its Related Bodies (1) 31 July 2012; Corporate and a reference to a ‘member of the Customers (2) the date on which the Scheme is withdrawn, lapses Group’ is to Customers or any of its Related Bodies Corporate. or is finally rejected by the Court; Customers Information the information contained in this (3) 5.00pm on the Implementation Date; and Scheme Booklet other than the DirectCash Information (4) if the Scheme Implementation Deed is terminated and the information contained as Annexure A. – that date. Customers Material Adverse Change a matter, event or CGT capital gains tax. circumstance that occurs, is announced or becomes known to DirectCash where that matter, event or circumstance: Competing Transaction a transaction or arrangement (1) has, has had, or is reasonably likely to have (whether now pursuant to which a third party will, if the transaction or or in the future), either individually, or when aggregated arrangement is entered into or completed: with any other matters, events or circumstances of a (1) acquire (whether directly or indirectly) or become the similar kind or category, the effect of: holder of, or otherwise acquire, have a right to acquire • diminishing the future consolidated recurring earnings or have an economic interest in, all or a substantial part before interest, tax, depreciation and amortisation of of the business of Customers and its subsidiaries; the Customers Group by at least $1,500,000 per year; (2) acquire a relevant interest in, become the holder of, or • the Customers Group being unable to carry on its otherwise acquire, have a right to acquire or have an business in substantially the same manner as at economic interest, directly or indirectly, in 20% or more 2 April 2012; or of Customers’ voting shares; • diminishing the consolidated net assets of the (3) acquire control (as determined in accordance with section Customers Group by at least $3,000,000; or 50AA of the Corporations Act) of Customers; or (2) is, or is reasonably likely to be, materially adverse to: (4) otherwise acquire or merge with Customers, • the ability of Customers to perform its obligations whether by way of takeover offer, scheme of arrangement, under the Scheme Implementation Deed; or shareholder approved acquisition, capital reduction or buy- back, sale or purchase of shares or assets, joint venture, dual- • the status of any consents or approvals or other acts listed company structure (or other synthetic merger), or other which ASIC and ASX issue or provide and which the transaction or arrangement. parties agree are reasonably necessary or desirable to implement the Scheme and which have been Conditions Precedent the conditions precedent to the granted and affect the Scheme, Scheme, a summary of which is set out in section 5.5 of this Scheme Booklet and which are fully set out in clause 3.1 of the Scheme Implementation Deed.

46 Customers Limited – Scheme Booklet in each case other than matters, events or circumstances: (10) a member of the Customers Group disposing of (including by way of lease), or agreeing to dispose • required or specifically permitted by the Scheme of (including by way of lease), the whole, or a substantial Implementation Deed or the Scheme; part, of the Customers Group’s business or property; • resulting from changes in general economic or political (11) a member of the Customers Group creating, or agreeing conditions, the securities market in general or law in to create, any mortgage, charge or other encumbrance each case which impacts Customers and its competitors over the whole, or a substantial part, of its business or in substantially the same manner; property, other than as part of the proposed finance • fully and fairly disclosed to ASX or to DirectCash prior facility arrangements disclosed to DirectCash prior to the date of the Scheme Implementation Deed; to 2 April 2012; • that occur with the written consent of DirectCash; or (12) a member of the Customers Group making any change • resulting from changes in generally accepted accounting to its constitution; principles or the interpretation of them by any (13) a member of the Customers Group resolving that it be professional body or Government Agency. wound up; (14) a liquidator or provisional liquidator of a member of the Customers Prescribed Occurrence (other than: Customers Group being appointed; (1) as required by the Scheme Implementation Deed (15) the Court making an order for the winding up of a member or the Scheme; of the Customers Group; (2) as fully and fairly disclosed to ASX or in information (16) an administrator of a member of the Customers Group provided by Customers to DirectCash in the course being appointed under the Corporations Act; of its due diligence investigations in relation to the Customers Group prior to the date of the Scheme (17) a member of the Customers Group executing a deed Implementation Deed; or of company arrangement; or (3) with the written consent of DirectCash) (18) a receiver, or a receiver and manager, being appointed in relation to the whole, or a substantial part, of the the occurrence of any of the following between 2 April 2012 property of the Customers Group. and 8.00am on the Second Court Date:

(4) a member of the Customers Group converting all or any Customers Registry Link Market Services Limited of its shares into a larger or smaller number of shares; ACN 083 214 537. (5) a member of the Customers Group resolving to reduce its share capital in any way or reclassifying, combining, Customers Reimbursement Fee $500,000 (excluding GST). splitting or redeeming or repurchasing directly or indirectly any of its shares; Customers Share a fully paid ordinary share of Customers. (6) a member of the Customers Group: Customers Shareholder each person who is registered in the • entering into a buy-back agreement; or Register as the holder of Customers Shares from time to time. • resolving to approve the terms of a buy-back agreement under the Corporations Act; DCP Holdings DCP Holdings Australia Pty Ltd ACN 157 975 623. (7) other than on exercise of the Customers Performance Rights existing as at 2 April 2012, a member of Deed Poll the deed poll executed by DirectCash on the Customers Group issuing shares, or granting a 9 May 2012 pursuant to which DirectCash acknowledges performance right or an option over its shares, or agreeing and confirms its obligations under the Scheme, subject to to make such an issue or grant such a right or an option; the Scheme becoming Effective. A copy of the Deed Poll (8) a member of the Customers Group issuing, or agreeing to is contained as Annexure C. issue, securities convertible into shares or debt securities; DirectCash DirectCash Payments Inc. or DCP Holdings (9) a member of the Customers Group paying or distributing as the context requires. any dividend, bonus or other share of its profits or assets, other than Customers paying a fully franked dividend of no DirectCash Group DirectCash and each of its Related Bodies greater than 2 cents per Customers Share to Customers Corporate and a reference to ‘a member of the DirectCash Shareholders on a record date to be determined by Group’ is to DirectCash or any of its Related Bodies Corporate. Customers, provided that such date is no later than the Scheme Record Date;

Customers Limited – Scheme Booklet 47 SECTION 10 Glossary and interpretation continued

DirectCash Information the information contained in: Performance Rights the existing Performance Rights issued by Customers in respect of Customers Shares to certain • section 7; Customers executives to receive a Customers Share under • section 5.9; and pursuant to the Customers performance rights plans, there • the paragraph commencing “Any forward-looking being 1,411,465 such Performance Rights as at 11 May 2012. statements included in the DirectCash Information” in the subsection headed ‘Disclaimer as to forward-looking Proxy/Voting Form the Proxy/Voting Form which statements’ in the Important Notices; accompanies this Scheme Booklet. • the answer to the question “Who is DirectCash?” in section Register the share register of members of Customers 3; and maintained in accordance with the Corporations Act. • the definitions of Acquisition Facility and Certain Funds Period contained in this Glossary. Regulatory Authority includes ASX or ASIC, a government or governmental, semi-governmental or judicial entity or DirectCash Reimbursement Fee $1.7 million (excluding GST). authority, a minister, department, office, commission, delegate, instrumentality, agency, board, authority or organisation of any EBITDA earnings before interest, tax, depreciation and government and any regulatory organisation established under amortisation. statute.

Effective when used in relation to the Scheme, means Related Body Corporate has the same meaning given the coming into effect, pursuant to section 411(10) of the to it in the Corporations Act. Corporations Act, of the order of the Court made under section 411(4)(b) in relation to the Scheme. Relevant Interest has the same meaning as given by sections 608 and 609 of the Corporations Act. Effective Date the date on which the Scheme becomes Effective. Scheme or Scheme of Arrangement the scheme of arrangement between Customers and Scheme Shareholders End Date 31 July 2012 or such later date agreed by under which all Scheme Shares will be transferred to Customers and DirectCash acting reasonably. DirectCash in accordance with Part 5.1 of the Corporations Act, the form of which is attached as Annexure B or such other Government Agency any foreign or Australian Government form as agreed between Customers and DirectCash, together or governmental, semi-governmental, administrative, fiscal with any amendment or modification made pursuant to section or judicial body, department, commission, authority, tribunal, 411(6) of the Corporations Act. agency or entity or minister of the Crown in right of the Commonwealth of Australia or any state. Scheme Booklet this document.

Implementation Date the fifth Business Day after the Scheme Scheme Consideration in respect of each Scheme Share, Record Date or such other day as Customers and DirectCash $1.27 cash. agree, provided that it is a Business Day that is not a Monday or Tuesday. Scheme Implementation Deed the Scheme Implementation Deed between Customers and DirectCash dated 2 April 2012. Independent Expert PricewaterhouseCoopers Securities A summary is set out in section 5.5, and a full copy can be Limited ACN 003 311 617. obtained from ASX at www.asx.com.au or Customers’ website at www.customersatm.com.au Independent Expert’s Report the report prepared by the Independent Expert dated 11 May 2012 set out as Scheme Meeting the meeting of Customers Shareholders Annexure A. ordered by the Court to be convened under section 411(1) of the Corporations Act. Melbourne time the local time in Melbourne, Victoria. Scheme Record Date 5.00pm (Melbourne time) on Notice of Scheme Meeting the notice of meeting relating Wednesday, 27 June 2012 or such other date as Customers to the Scheme Meeting which is contained as Annexure D. and DirectCash agree.

NZATM New Zealand ATM Services Ltd. Scheme Resolution the resolution to agree to the terms of the Scheme.

Scheme Share a Customers Share held by a Scheme Shareholder.

48 Customers Limited – Scheme Booklet Scheme Shareholder each person who is a Customers 10.2 Interpretation Shareholder at the Scheme Record Date. In this Scheme Booklet: Second Court Date the first day on which an application (a) other words and phrases have the same meaning (if any) made to the Court for an order pursuant to section 411(4)(b) of given to them in the Corporations Act; the Corporations Act approving the Scheme is heard, or if the application is adjourned for any reason, the first day on which (b) words of any gender include all genders; the adjourned application is heard. (c) words importing the singular include the plural and vice versa; Second Court Hearing the hearing of the application made (d) an expression importing a person includes any company, to the Court for an order pursuant to section 411(4)(b) of the partnership, joint venture, association, corporation or other Corporations Act approving the Scheme. body corporate and vice versa;

Shareholder Information Line 1800 237 687 from within (e) a reference to a section or annexure, is a reference Australia and +61 2 8280 7613 from outside Australia. to a section of or annexure to this Scheme Booklet as relevant; Superior Proposal a bona fide Competing Transaction (f) a reference to any legislation includes all delegated proposed in writing and received by Customers after 2 April legislation made under it and amendments, consolidations, 2012 which the Customers Board, acting in good faith and replacements or re-enactments of any of them; in order to satisfy what the Customers Board considers to (g) headings and bold type are for convenience only and be its fiduciary and statutory duties (and after having taken do not affect the interpretation of this Scheme Booklet; written advice from its external financial and legal advisers), determines is: (h) a reference to time is a reference to Melbourne time; (1) reasonably capable of being completed on a timely (i) a reference to dollars, $, A$, AUD, cents, ¢ and currency basis taking into account all aspects of the Competing is a reference to the lawful currency of the Commonwealth Transaction, including without limitation, having regard of Australia and a reference to C$ is a reference to the to legal, regulatory and financial matters including any lawful currency of Canada; Conditions Precedent; and (j) an accounting term is a reference to that term as it is used (2) if it is completed according to its terms, would be more in accounting standards under the Corporations Act, or, favourable to Scheme Shareholders than the Scheme, if not inconsistent with those standards, in accounting taking into account all terms and conditions of the principles and practices generally accepted in Australia; and Competing Transaction. (k) the words ‘include’, ‘including’, ‘for example’ or ‘such as’ when introducing an example, do not limit the meaning Tax Report the tax letter contained in section 8 of this of the words to which the example relates to that example Scheme Booklet. or examples of a similar kind.

TSX the Toronto Stock Exchange.

VWAP volume weighted average price.

Customers Limited – Scheme Booklet 49 This page has been left blank intentionally.

50 Customers Limited – Scheme Booklet ANNEXURE A Independent Expert’s Report

Customers Limited – Scheme Booklet 51 Customers Limited

Independent Expert’s Report

11 May 2012

52 Customers Limited – Scheme Booklet The Directors Customers Limited Building 2, 148 Chesterville Road Cheltenham VIC 3192

11 May 2012

Dear Directors

Independent expert’s report in relation to the proposed scheme of arrangement to effect an acquisition of Customers Limited by DirectCash Payments Inc Introduction

On 2 April 2012, Customers Limited (“Customers” or the “Company”) announced that it had entered into a Scheme Implementation Deed with DirectCash Payments Inc (“DirectCash”) whereby DirectCash will acquire all of the shares in Customers (the “Proposal”) via a scheme of arrangement (the “Scheme”). Under the Proposal, Customers shareholders are to be offered cash consideration of $1.27 per share (the “Proposal Consideration”). Shareholders who owned fully paid shares in Customers on 6 March 2012 were also permitted to receive the fully-franked interim dividend of 2 cents per share announced on 28 February 2012.

The Proposal is subject to an independent expert opining that the Scheme is in the best interests of Customers shareholders.

Under the terms of the Scheme Implementation Deed, Customers has agreed to certain exclusivity arrangements with DirectCash. Further details of the Proposal are set out in the Scheme booklet (the “Scheme Booklet”) relating to the Proposal.

The Scheme is to be approved by Customers shareholders and the Supreme Court of Victoria.

DirectCash provides automated teller machines (“ATM”), debit terminals, prepaid phone cards, and prepaid cash cards in Canada, the United States (“US”), and Mexico. As of 31 December 2011, it operated 7,863 active ATMs and 3,403 active debit terminals. DirectCash is listed on the Toronto Stock Exchange and had a market capitalisation of approximately C$292 million ($282 million) as at 30 March 2012.

PricewaterhouseCoopers Securities Ltd (“PwC Securities”) has been retained to prepare an independent expert’s report setting out whether, in its opinion, the Proposal is in the best interests of Customers shareholders.

PricewaterhouseCoopers Securities Ltd, ACN 003 311 617, ABN 54 003 311 617 Freshwater Place, 2 Southbank Boulevard, Southbank VIC 3006 DX 77 Melbourne, Australia T +613 8603 1000, F +61 3 8603 1999, www.pwc.com.au

Holder of Australian Financial Services Licence No 244572

Customers Limited – Scheme Booklet 53 This letter contains PwC Securities’ opinion, which is based on the approach, evaluation criteria and analysis set out in the accompanying independent expert’s report.

Summary of Opinion

PwC Securities is of the opinion that the Proposal is in the best interests of Customers shareholders, in the absence of a superior proposal.

The Proposal delivers a value within PwC Securities’ assessed value range for Customers. Unless a superior alternative proposal emerges prior to the Scheme meeting, Customers shareholders are likely to be better off voting in favour of the DirectCash Proposal.

PwC Securities has formed its opinion by considering both the fairness of the Proposal Consideration and the reasonableness of the Proposal having had regard to the advantages and disadvantages accruing to Customers shareholders.

PwC Securities’ opinion should be read in conjunction with the remainder of this letter and the attached detailed independent expert’s report which sets out the scope, approach, decision criteria, evaluation process and findings.

Basis of evaluation

PwC Securities has been asked to consider whether the Proposal is in the best interests of Customers shareholders under Australian Securities and Investments Commission (“ASIC”) Regulatory Guide (“RG”) 111. In evaluating whether the Proposal is in the best interests of Customers shareholders, PwC Securities has:

 considered whether the Proposal Consideration is fair by estimating the value of a Customers share, assuming 100% ownership of Customers, and comparing that value to the cash consideration offered. If the value of the Proposal Consideration is equivalent to or greater than the assessed value of Customers shares, the Proposal Consideration is considered fair

 considered whether the Proposal is reasonable, recognising that RG 111 outlines that “…an offer is ‘fair’ if the value of the offer price or consideration is equal to or greater than the value of the securities the subject of the offer…” and “An offer is ‘reasonable’ if it is fair. It might also be ‘reasonable’ if, despite being ‘not fair’, the expert believes that there are sufficient reasons for security holders to accept the offer in the absence of any higher bid before the close of the offer.” The assessment of reasonableness therefore requires a judgement on the part of the independent expert as to the overall financial impact of the proposed transaction. Accordingly, PwC Securities has considered the advantages and disadvantages and other matters relevant to the Customers shareholders if they vote in favour of, or against, the Proposal.

Customers Ltd 2

54 Customers Limited – Scheme Booklet ConsiderationConsideration ofof fairnessfairness

PwC Securities has valuedvalued t thehe e equityquity i inn C Customersustomers i inn t thehe ra rangenge o off $163.0 million to $190.2 million whichwhich correspondscorresponds t too a v valuealue o off $ 1.20 to $1.40 per share. This value was assessed by aggregating the estimated value ofof thethe CustomersCustomers operationsoperations afterafter d deductingeducting ne nett d debtebt a andnd futurefuture liabilities.liabilities. The assessed value representsrepresents t thehe u underlyingnderlying v valuealue o off C ustomers equity assuming that 100% of the CompanyCompany werewere toto bebe acquiredacquired (inclusive of a control premium). This value exceeds the price at which CustomersCustomers wouldwould bebe expectedexpected toto tradetrade onon thethe AustralianAustralian shareshare marketmarket in the immediate term, in the absenceabsence o off t thehe P Proposalroposal o orr s someome s similarimilar expected transaction.

TheThe t tableable b belowelow s setsets o outut a c comparisonomparison o off t thehe a assessedssessed v valuealue o off a C Customersustomers s share,hare, i includingncluding a c controlontrol premium,premium, t too t thehe P Proposalroposal C Consideration.onsideration.

Consideration of fairness Low High

Assessed value of a Customers share (Section 5.5) $1.20 $1.40 Proposal Consideration (cash) $1.27 $1.27 Premium / (discount) 6% -9%

Source: Pw C Securities analysis

TheThe ProposalProposal ConsiderationConsideration isis $1.27$1.27 cashcash for each Customers share which is above the low end of the range that PwCPwC SecuritiesSecurities considersconsiders represents the underlying value of a Customers share. Accordingly,Accordingly, PwCPwC SecuritiesSecurities considersconsiders that the Proposal Consideration is “fair” and that Customers shareholders are receivingreceiving a fullfull control premium under the Proposal.

ValueValue ofof a CustomersCustomers shareshare

PwC Securities has estimatedestimated thethe valuevalue ofof a CustomersCustomers shareshare byby applyingapplying thethe capitalisationcapitalisation ofof maintainablemaintainable e earningsarnings m methodology.ethodology. T Thehe e earningsarnings d definitionefinition that PwC Securities adopted is earnings beforebefore i interest,nterest, t taxax a andnd amortisationamortisation (“EBITA”).(“EBITA”). The assessment of value is summarised in the table below.

Customers Ltd 3

Customers Limited – Scheme Booklet 55 $'000 Low High

Assessed maintainable EBITA 27 ,200 27 ,200 Assessed multiple 8.0x 9.0x Enterprise v alue 217 ,600 244,800 Add: cash 1,051 1,051 Less: interest-bearing debt (41,437 ) (41,437 ) Less: anticipated office fit out costs (new premises) (500) (500) Less: present value of NZ ATM residual purchase consideration (11,028) (11,028) Less: cash payment of fully franked ordinary dividend (2,697 ) (2,697 ) Equity value (controlling interest, 100%) 162,988 190,188 Number of ordinary shares outstanding 134,869 134,869 Performance share rights 1,411 1,411 T otal shares outstanding 136,281 136,281

Assessed value per Customer share $1.20 $1.40

Source: Pw C Securities analysis

TheThe valuevalue rangerange forfor a CustomersCustomers s sharehare re representspresents t thehe v valuealue p perer s sharehare o onn a c controlontrolling interest basis, whichwhich assumesassumes o onene p partyarty ownsowns 100%100% ofof thethe shares.shares. T Thehe v valuealue t thereforeherefore i includesncludes a c controlontrol p premium.remium.

PwCPwC Securities’Securities’ estimateestimate ofof maintainablemaintainable EBITA:EBITA:

 recognisesrecognises t thehe h historicalistorical p performanceerformance o off C Customersustomers

 excludes non-recurringrecurring e expensesxpenses andand i incomencome

 considerst thehe p potentialotential e earningsarnings i improvementmprovement inin thethe nearnear t term.erm.

ThisThis estimateestimate ofof maintainablemaintainable EBITAEBITA doesdoes notnot representrepresent a 20122012 forecastforecast butbut isis anan estimateestimate ofof thethe earningsearnings t thehe b businessusiness c couldould b bee e expectedxpected toto achieveachieve o onn a m maintainableaintainable b basisasis i inn i itsts c currenturrent fo form,rm, u undernder currentrrent m marketarket c conditionsonditions a andnd a assumingssuming anan achievableachievable levellevel ofof improvementimprovement initiatives,initiatives, subjectsubject toto thethe risksrisks o off a achievingchieving t thehe b businessusiness i improvementsmprovements inin termsterms ofof bothboth quantumquantum andand timing.timing.

TheThe v valuationaluation c crossross c checkshecks i impliedmplied b byy a D DCFCF a approach,pproach, a ann E EBITBIT1 capitalisation of earnings, and the EV2 paid per ATMATM fo forr o observedbserved t transactionsransactions b broadlyroadly s supportupport the assessed range of values.

1 Earnings before interest and tax

2 Enterprise value

Customers Ltd 4

56 Customers Limited – Scheme Booklet Consideration of reasonableness

PwC Securities has concluded that the Proposal is fair. In accordance with Regulatory Guide 111, the Proposal is therefore also considered reasonable. However, in support of the overall conclusion, consideration has been given to the advantages and disadvantages and other matters relevant to the Customers shareholders if they vote in favour of, or against, the Proposal. These are set out below.

Advantages

The Proposal Consideration represents a significant premium to the Customers share price

The Proposal is the culmination of a series of events that commenced in June 2011 when DirectCash first tabled the idea of a potential transaction with Customers. On 17 October 2011, Customers announced to the market that it had held discussions with a potential purchaser of the Company.

The three month volume-weighted average price (“VWAP”) for a Customers share prior to the announcement of discussions with a potential purchaser on 17 October 2011 was $0.82. The Proposal Consideration gross of the fully franked cash dividend (2 cents per share) that was permitted to be paid to shareholders (i.e. $1.29) represents a 58% premium over the three month VWAP prior to the potential purchaser discussions announcement.

Following an extensive process of discussions and due diligence with DirectCash and other potential purchasers, on 2 April 2012, Customers announced that it had executed a Scheme Implementation Deed with DirectCash.

The Proposal Consideration (gross of the cash dividend) represents a 41% premium to the Customers VWAP of $0.92 for the business day immediately prior to the announcement and a 48% premium over the three month VWAP to 31 March 2012 of $0.87. It is likely that the share price immediately prior to the Proposal announcement reflected at least some expectation that a bid from a potential purchaser would emerge (i.e. due to the early announcement in October, albeit some time has elapsed since).

Customers Ltd 5

Customers Limited – Scheme Booklet 57 Prem ium ov er historical share prices Share price Offer Premium Period VWAP ($) (1) premium gross of dividend Pre-initial discussions announcem ent One day 14-Oct-11 1.08 17 % 19% One month 15-Sep-11 - 14-Oct-11 0.82 55% 57 % Three month 15-Jul-11 - 14-Oct-11 0.82 55% 58% Pre-recomm ended offer announcem ent One day 30-Mar-12 0.92 38% 41% One month 1-Mar-12 - 30-Mar-12 0.86 47 % 50% Three month 3-Jan-12 - 30-Mar-12 0.87 46% 48%

Source: Bloomberg and S&P CapitalIQ Notes: (1) VWAP - Volume-w eighted average share price

Thehe shareshare priceprice forfor CustomersCustomers isis likelylikely to tradetrade belowbelow $ $1.271.27 i inn th thee a absencebsence o off th thee Proposal

Absentbsent thethe ProposalProposal (or(or a h higherigher a alternativelternative o offer),ffer), s shareholdershareholders m mayay o onlynly re realisealise t theirheir investmentinvestment b byy s sellingelling s shareshares o onn m marketarket atat a priceprice thatthat is likely to not include any takeover premiumpremium a andnd m mayay bebe reducedreduced b byy transactiontransaction c costsosts ( (i.e.i.e. b brokeragerokerage fee fees).s). C Custustomers’ shares werewere tradingtrading atat approximatelyapproximately $0.83$0.83 inin earlyearly OctoberOctober 20112011 priorprior toto thethe announcementannouncement thatthat discussionsdiscussions w wereere b beingeing h heldeld w withith a p potentialotential p purchaser.urchaser. I Inn t thehe p perioderiod since October 2011, the AustralianAustralian s sharehare m marketarket h hasas been relatively volatile; however, indices are currently at similar levelslevels toto thosethose observedobserved inin OctoberOctober.

FollowingFollowing thethe announcementannouncement ofof thethe Proposal,Proposal, Customers’Customers’ shareshare priceprice increasedincreased fromfrom $0.92$0.92 toto $1.24$1.24 andand h hasas s sinceince t tradedraded b betweenetween a approximatelypproximately $ $1.221.22 a andnd $1.24$1.24 (suggesting(suggesting thatthat thethe marketi iss no nott e expectingxpecting a h higherigher o offer)ffer).

InIn thethe absenceabsence ofof thethe ProposalProposal (and(and assumingassuming therethere isis no expectationexpectation ofof anan alternativealternative offer),offer), i itt is likely that forfor t thehe fo foreseeablereseeable fu futureture C Customersustomers s shareshares w wouldould trade at prices below the ProposalProposal ConsiderationConsideration. In all likelihood the shares would trade nearer the prices observed in the two months priorprior toto OctoberOctober 20112011.

Thehe ProposalProposal ConsiderationConsideration providesprovides valuevalue to Customers shareholders that may otherwiseotherwise o onlynly b bee realised over an extended period of time

Thehe P Proposalroposal p providesrovides a c certainertain a andnd immediateimmediate cashcash valuevalue forfor Customers shareholders. The ProposalProposal providesprovides a liquidityliquidity eventevent forfor allall CustomersCustomers shareholdersshareholders toto realiserealise t theirheir investmentinvestment inin CustomersCustomers inclusiveinclusive ofof a controlcontrol premium.premium. With approximately 48.7%3 of Customers shares

3 Source: Customers management.

Customers Ltd 6

58 Customers Limited – Scheme Booklet being held by the fourfour largest shareholders, the moderate level of liquidity in the public market wouldwould m makeake i itt u unlikelynlikely t thathat a allll s shareholdershareholders w wouldould b bee a ableble t too e exitxit t theirheir investmentinvestment withoutwithout causingcausing s significantignificant d downwardownward p pressureressure o onn t thehe C Cusustomers share price.

ItIt i iss c conceivableonceivable t thathat c comparableomparable v valuealue m mayay b bee d deliveredelivered t too s shareholdershareholders i iff C Customersustomers continuedcontinued toto operateoperate onon a standalonestandalone b basis;asis; h however,owever, t thishis m mayay o onlynly b bee a achievedchieved o overver t timeime a andnd requires a materialmaterial improvementimprovement inin thethe CustomersCustomers businebusiness. Customers management expect growthgrowth i inn e earningsarnings o overver t thehe ne nextxt fi fiveve y yearsears fro fromm i initiativesnitiatives w whichhich are underway but yet to be realisedrealised a andnd a arere u uncertain.ncertain. The initiatives primarily relate to establishing a sizeable independentindependent A ATMTM n networketwork i inn N Newew Zea Zealandland, the successful tendering of major outsourcing contractscontracts withwith retairetail banks and national retailers, and a program of discrete cost and efficiency improvements.

In NewNew ZealandZealand approximatelyapproximately 585 Customers ATMs have been installed with a further 244 merchant contractscontracts havinghaving been signed as at 31 March 2012. Management consider the New ZealandZealand marketmarket toto havehave thethe potentialpotential toto supportsupport betweenbetween 2,0002,000 andand 2,5002,500 independentindependent A ATMsTMs basedbased o onn m marketarket a andnd p populationopulation s sizingizing a analysis.nalysis. Ma Managementnagement v viewiew N Newew Zea Zealandland toto bebe a materialial p platformlatform fo forr growthgrowth withwith thethe potentialpotential toto deliverdeliver a positivepositive earnings before interest, tax,tax, depreciationdepreciation andand amortisationamortisation (“(“EBITDA”) in FY13.4

GrowthGrowth fromfrom t thehe t tenderingendering o off m majorajor outsourcing contracts with banks and national retailers is evidenced by the signingsigning ofof c contractsontracts w withith B Bankank o off Q Queenslandueensland andand ColesColes Express.Express.

ThereThere i iss a ra rangenge o off ri riskssks t thathat m mayay inhibitinhibit thethe deliverydelivery ofof thesethese growthgrowth initiatives,initiatives, some of which areare o outsideutside o off thethe controlcontrol ofof management.management. InIn thethe nearnear term,term, these initiatives require significant capitalcapital investment.investment.

Furthermore,Furthermore, followingfollowing t thehe i introductionntroduction o off d directirect c chargingharging r reformseforms i inn 2 2009009, trends in margins forfor C Customersustomers re relativelative t too t thehe selected guideline listed companies (illustrated in the chart below) suggestsuggest t thathat current margins in Australia fall within a range expected of a mature market.

4 Note that earnings before interest, tax and amortisation (“EBITA”) for the New Zealand operations is not expected to be positive in the near term due to the capital investment incurred to date and the future level of investment expected.

Customers Ltd 7

Customers Limited – Scheme Booklet 59 EBITDA margin trends - guidelinecompanies

45.0% 40.6% 40.0% Customers Ltd.

33.2% 35.0% CardtronicsInc. 34.4% 30.0% 32.9% 32.6% 28.3% PayPointplc 25.0%

24.0% 23.8% 24.4% 20.0% Global Cash Access 20.8% 19.7% Holdings, Inc. 15.0% 19.0% DirectCash Payments Inc. 10.0% 13.0% 11.3% 10.1% EuronetWorldwide Inc. 5.0%

0.0% FY10 FY11 FY12(F)

Source: S&P Capital IQ. Note:Note: M Marginsargins d doo n notot n necessarilyecessarily r reconcileeconcile t too r reportedeported m marginsargins a ass t theyhey a arere p presentedresented n netet ofof normalisationnormalisation a adjustmentsdjustments u undertandertaken by S&P Capital IQ. ForecastForecast ma marginsrgins a arere b basedased onon c consensusonsensus e estimates.stimates.

SignificantSignificant levelslevels ofof transactiontransaction v volumeolume o orr p pricerice g growthrowth w wouldould b bee r requiredequired in order to restore Customers’Customers’ profitabilityprofitability toto FY10FY10 levels.levels. ThisThis levellevel ofof growthgrowth isis challengingchallenging givengiven Customers’Customers’ exposure to increasedncreased competitioncompetition inin itsits corecore operations,operations, continued deterioration in transactiontransaction v volumesolumes a andnd h higherigher rebatesrebates (as discussed in Section 3), and additional challenges thatthat t thehe b businessusiness w willill fa facece (e.g. the removal of ATMs from Victorian gaming venues from July 2012 under VictorianVictorian G Gamambling Legislation).

Customers’Customers’ currentcurrent EBITDAEBITDA marginmargin ofof 33.2%33.2% lieslies slightlyslightly aboveabove thethe toptop endend ofof thethe rangerange ofof EBITDAEBITDA marginsmargins forfor g guidelineuideline c companiesompanies o off b betweenetween 1 10.1%0.1% a andnd 32.6%,32.6%, howeverhowever C Customers’ustomers’ marginmargin i iss d decliningeclining (FY12 consensus estimate of 28.3%) and is expected to fall within the rangerange o off E EBITDABITDA m marginsargins forfor t thehe g uideline companies in FY12 of between 13.0% and 34.4%.

In thethe contextcontext ofof thesethese opportunities and challenges, risks and uncertainties, the certainty of value deliveredlivered b byy t thehe P Proposalroposal is considered to be attractive to Customers shareholders.

The prospects ofof a higherhigher alternativealternative offeroffer are unlikely

As atat thethe datedate ofof thisthis report,report, PwC Securities is not aware of any superior offer for Customers.

Significantignificant t timeime h hasas elapsed since the announcement of Customers engaging in discussions withwith a potentialpotential purchaserpurchaser onon 1717 OctoberOctober 2011.2011. InIn addition,addition, severalseveral weeksweeks havehave lapsedlapsed betweenbetween the datedate thethe ProposalProposal waswas announcedannounced andand thethe datedate ofof thisthis reportreport duringduring whichwhich timetime a superiorsuperior offer has not emergedemerged. Customers appointed financial advisors and held discussions with a numbernumber ofof otherother p potentialotential p purchasersurchasers prior to entering into the Scheme Implementation Deed.

If thehe P Proposalroposal C Considerationonsideration i iss l lessess t thanhan w whathat o otherther potentialpotential purchasepurchasers may be prepared to offer, others may bebe encouraged to enter the sale process. There is sufficient time for an

Customers Ltd 8

60 Customers Limited – Scheme Booklet alternative superior offer to emerge before the Scheme meeting and DirectCash does not hold a blocking stake impeding an alternative offer.

The prospects of an alternative offer may be diminished by the Scheme Implementation Deed provisions including no-shop, no-talk, notification and matching right obligations.

Based on the forgoing, the prospects of a higher alternative offer are considered to be remote.

Continued ownership uncertainty has the potential to be damaging for the business

On 17 October 2011, Customers announced that it was participating in discussions with a potential purchaser. These discussions have been protracted and most likely a distraction for management from the day to day operations of the business. If the Proposal is not approved, discussions may possibly continue with potential purchasers which may result in delays in the realisation of growth and cost saving initiatives.

Disadvantages

If the current Proposal is rejected, DirectCash may conceivably improve its offer

In the event that the Proposal is not approved, it is possible that DirectCash may improve its offer. This is unlikely given that the purchaser has already participated in lengthy discussions and full due diligence over a protracted period of time and the approach taken by Customers’ board in considering other prospects which has resulted in a Proposal that is unanimously recommended by Customers’ board.

Customers has the potential to deliver value for shareholders in excess of $1.27 per share, albeit over an extended term

The Company has the potential to secure its position as the largest independent ATM operator in New Zealand which is still in the early stages of development as a platform for growth. Further growth opportunities are being pursued in the tendering of major outsourcing contracts with retail banks and national retailers. In addition, Customers has identified and implemented a number of operating cost savings initiatives which it expects to deliver over the next twelve months. If these strategies are successfully implemented then it is possible that Customers’ share price will exceed the Purchase Consideration. Given the time frame for realising the strategies, it is unlikely that the share price would rise above the Purchase Consideration in the near term. Furthermore, there are risks associated with the growth and cost saving initiatives. If these growth and cost saving initiatives are not achieved there is potential for the share price in the medium to long term to remain below $1.27 per share.

Customers Ltd 9

Customers Limited – Scheme Booklet 61 It may not be an advantageous time to sell shares in Customers

The Proposal has coincided with a low point in the financial and operating performance of Customers (evidenced by the decline in reported EBITDA since FY10), a period of change in senior management positions, and adverse external market conditions. Accordingly, it may not be an advantageous time for shareholders in the Company to divest their interests.

There is no synergistic participation for Customers shareholders

Given that the Proposal Consideration is cash and not scrip, Customers shareholders will not participate in potential benefits associated with any synergies available to DirectCash if the Proposal proceeds.

Forfeit of opportunity to participate in a control transaction

In the event that Customers shareholders accept the Proposal, they will lose the opportunity to participate in a future control transaction that may otherwise arise relating to Customers.

The Proposal may act as a catalyst for a superior offer by establishing a clear value point of reference and a timetable within which a potential purchaser may choose to act. An alternative bidder would face some hurdles based on the provisions set out in the Scheme Implementation Deed; however, it would nevertheless be sensible for shareholders to defer any voting decision until the date of the Scheme meeting, subject to an individual shareholder’s circumstances and the trading prices of Customers shares.

In the event that an alternative superior offer does not emerge in advance of the Scheme meeting, the decision for shareholders is essentially between the Proposal and a standalone growth and business improvement strategy. While a growth and business improvement strategy may deliver value for shareholders, these are subject to significant delivery risk and the expectation of continued competition. Additionally, the Customers’ share price is likely to remain below the Proposal Consideration and PwC Securities’ assessed value until improvement in financial performance is demonstrated (or reasonably expected in the near term). The Proposal Consideration is greater than the low end of the assessed value range, and will deliver a certain cash value to shareholders which is at a substantial premium relative to prior trading activity.

Based on the forgoing, if no alternative superior offer emerges prior to the Scheme meeting, PwC Securities considers that the Proposal is in the best interests of Customers shareholders.

As the Scheme is an integral component of the Proposal, the Scheme is also in the best interests of the Customers shareholders.

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62 Customers Limited – Scheme Booklet Other matters

An individual shareholder’s decision in relation to the Proposal may be influenced by his or her particular circumstances. In undertaking the assessment, PwC Securities has considered the Proposal from the perspective of Customers shareholders as a whole. PwC Securities has not considered the effect of the Proposal on the particular circumstances of individual Customers shareholders, nor has it considered their individual objectives, financial situation or needs. Individual Customers shareholders will have varying financial and tax circumstances and it is not practical or possible to consider the implications of the Proposal on individual Customers shareholders as their respective financial circumstances are not known to PwC Securities. Due to particular circumstances, individual shareholders may place different emphasis on various aspects of the Proposal from that adopted in this report. Accordingly, individual shareholders may reach different conclusions as to whether they should vote in favour of the Proposal. Individual Customers shareholders should seek their own financial advice.

PwC Securities has prepared a Financial Services Guide as required by the Corporations Act 2001. This is included as Appendix A to the independent expert’s report attached.

This letter is a summary of PwC Securities’ opinion. The independent expert’s report from which this summary letter has been extracted is attached and should be read in conjunction with this letter.

PwC Securities’ opinion is made as at the date of this summary letter and reflects the circumstances and conditions as at that date.

Yours faithfully,

Nigel Smythe John Studley Authorised Representative Authorised Representative PricewaterhouseCoopers Securities Ltd. PricewaterhouseCoopers Securities Ltd.

Customers Ltd 11

Customers Limited – Scheme Booklet 63 Independent Expert’s Report

Prepared in relation to the proposed scheme of arrangement to effect an acquisition of Customers Limited by DirectCash Payments Inc.

11 May 2012

Table of contents

1 Introduction and purpose of report 2 2 Industry overview 5 3 Profile of Customers 14 4 Valuation methodologies 24 5 Valuation of Customers 26 6 Evaluation of the Proposal 39 Appendix A Financial Services Guide 46 Appendix B Sources of information 48 Appendix C Qualifications, disclaimers and consents 49 Appendix D Guideline companies 51 Appendix E Glossary of terms 53

Customers Ltd i

64 Customers Limited – Scheme Booklet 1 Introduction and purpose of report

1.1 Outline of the Proposal

On 2 April 2012, Customers Limited (“Customers” or the “Company”) announced that it had entered into a Scheme Implementation Deed with DirectCash Payments Inc (“DirectCash”) whereby DirectCash will acquire all of the shares in Customers (the “Proposal”) viaascheme of arrangement (the “Scheme”). Under the Proposal, Customers shareholders are to be offered cash consideration of $1.27 per share (the “Proposal Consideration”). Shareholders who owned fully paid shares in Customers on 6 March 2012 were also permitted to receive the fully franked interim dividend of 2 cents per share that was announced on 28 February 2012 and paid on 20 April 2012.

The Proposal is subject to an independent expert opining that the Scheme is in the best interests of Customers shareholders.

Under the terms of the Scheme Implementation Deed, Customers has agreed to certain exclusivity arrangements with DirectCash. Further details of the Proposal are set out in the Scheme booklet (the “Scheme Booklet”) relating to the Proposal.

The Scheme is to be approved by Customers shareholders and the Supreme Court of Victoria.

The Proposal is the culmination of a series of events that commenced in June 2011 when DirectCash first tabled the idea of a potential transaction with Customers. On 17 October 2011, Customers announced that it had held discussions with a potential purchaser of the Company. Following an extensive process of discussions with DirectCash and other potential purchasers, on 2 April 2012, Customers announced that it had executed a Scheme Implementation Deed with DirectCash. In the announcement, the Customers board of directors unanimously recommended that Customers shareholders vote in favour of the Proposal in absence of a superior proposal and subject to an independent expert opining that the Scheme is in the best interests of Customers shareholders.

If the Proposal is not approved, in certain circumstances (e.g. a change of recommendation by the board of Customers or a breach of the Scheme by Customers), Customers will be required to pay a break fee of $1.7 million (excluding GST) to DirectCash.

Further details of the Proposal are set out in the Scheme booklet (the “Scheme Booklet”) relating to the Proposal.

DirectCash provides automated teller machines (“ATMs”), debit terminals, prepaid phone cards, and prepaid cash cards in Canada, the United States (“US”), and Mexico. As of December 31, 2011, it operated 7,863 active ATMs and 3,403 active debit terminals. DirectCash is listed on the Toronto Stock Exchange and had a market capitalisation of approximately C$292 million ($282 million) as at 30 March 2012.

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Customers Limited – Scheme Booklet 65 Introduction and purpose of report

1.2 Purpose of report

Customers has appointed PricewaterhouseCoopers Securities Ltd (“PwC Securities”) to prepare an independent expert’s report assessing whether the Proposal is in the best interests of the Customers shareholders.

The Scheme is governed by Section 411 of the Corporations Act (“the Act”) and Schedule 8 of the Corporations Regulations. Before the Scheme can proceed, it must be considered and approved in a meeting by the relevant shareholders.

Part 3 of Schedule 8 to the Corporations Regulations prescribes the information to be sent to shareholders in relation to schemes of arrangement. In circumstances where the party proposing a scheme holds more than 30% of the issued capital of the company the subject of the scheme or where there is a common director, the explanatory statement provided to shareholders is to be accompanied by a report from an independent expert stating whether, in the expert’s opinion, the scheme is in the best interests of members of the company subject to the scheme and setting out the reasons for that opinion.

DirectCash does not hold more than 30% of the issued capital of Customers and there are no common directors between the two companies, therefore there is no legal requirement for the provision of an independent expert’s report. However, PwC Securities has been requested by the directors of Customers to prepare an independent expert’s report stating whether, in PwC Securities’ opinion, the Scheme is in the best interests of shareholders subject to the Scheme in compliance with Australian Securities and Investments Commission (“ASIC”) Regulatory Guide (“RG”) 111.

There is no definition of “in the best interests of the members” provided in the Act or in relevant guidance from ASIC. RG 111 (Content of Expert Reports) sets out guidelines for independent expert’s reports prepared for the purpose of sections 411 and 640 of the Act. RG 111 is framed largely in terms which relate specifically to “fair and reasonable” reports for takeover offers under Section 640 of the Act. It indicates that “fair and reasonable” should be taken as a reference to “in the best interests of the members” for reports prepared for the purposes of Section 411. A scheme proposal which is considered by an expert to be “not fair and not reasonable” is not in the best interests of the members of the company. If an expert concludes that the scheme proposal is “not fair but reasonable”, it is still open to the expert to also conclude that the scheme is “in the best interests of the members of the company”.

PwC Securities has also given due consideration to relevant matters in other ASIC guidelines, including RG 112 (Independence of Experts).

The Regulatory Guides reflect an underlying philosophy that the premium for control of a company be shared by all members of that company. Accordingly, PwC Securities has considered the control premium associated with DirectCash gaining 100% of Customers’ shares should the Scheme be approved. 1.3 Basis of evaluation

PwC Securities has been asked to consider whether the Proposal is in the best interests of Customers shareholders under RG 111. In evaluating whether the Proposal is in the best interests of Customers shareholders, PwC Securities has:

 considered whether the Proposal Consideration is “fair” by estimating the value of a Customers share, assuming 100% ownership of Customers, and comparing that value to the cash consideration offered. If the value of the Proposal Consideration is equivalent to or greater than the assessed value of Customers shares, the Proposal Consideration is considered fair

 considered whether the Proposal is reasonable, recognising that RG 111 outlines that “…an offer is ‘fair’ if the value of the offer price or consideration is equal to or greater than the value of the securities the subject

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66 Customers Limited – Scheme Booklet Introduction and purpose of report

of the offer…” and “An offer is ‘reasonable’ if it is fair. It might also be ‘reasonable’ if, despite being ‘not fair’, the expert believes that there are sufficient reasons for security holders to accept the offer in the absence of any higher bid before the close of the offer.” The assessment of reasonableness therefore requires a judgement on the part of the expert as to the overall financial impact of the proposed transaction. Accordingly, PwC Securities has considered the advantages and disadvantages and other matters relevant to the Customers shareholders if they vote in favour of, or against, the Proposal. 1.4 Limitations and reliance on information In preparing this report, PwC Securities has had regard to public and non-public information. A listing of this information is detailed in Appendix B. PwC Securities has used and relied on the information set out in Appendix B and representations made to it by and on behalf of Customers.

PwC Securities has conducted such checks, enquiries and analysis on the information provided which it regards as appropriate for the purposes of this report; however such information and representations are not always capable of external verification or validation. Based on this evaluation, PwC Securities believes that the information used in forming the opinions in this report is reliable, complete and not misleading and is not aware of any reason to believe that material facts have been withheld. Preparation of this report does not in any way imply that PwC Securities has audited the financial statements or any other records of Customers. It has been assumed that the accounting information provided was prepared in accordance with generally accepted accounting principles.

PwC Securities’ assessment has been made as at the date of this report. Economic conditions, market factors and performance changes may result in the report and opinion becoming outdated. PwC Securities reserves the right, but is under no obligation to review its assessments, and, if it considers it necessary to issue an addendum to this report in the light of any relevant material information which subsequently becomes known to PwC Securities prior to the Scheme booklet (the “Scheme Booklet”) being issued.

This report has been prepared solely for the purpose of assisting the shareholders of Customers in considering whether the Proposal is in their best interests. This report has not been prepared to provide information to other parties considering the purchase or sale of any securities in Customers. Accordingly, PwC Securities does not assume any responsibility for liability for any losses suffered as a result of the use of this report contrary to the provisions of this paragraph.

All value amounts in the report are denominated in Australian dollars ($) unless otherwise stated. 1.5 Investors should seek personal advice An individual shareholder’s decision in relation to the Proposal may be influenced by his or her particular circumstances. In undertaking the assessment, PwC Securities has considered the Proposal from the perspective of Customers shareholders as a whole. PwC Securities has not considered the effect of the Proposal on the particular circumstances of individual Customers shareholders, nor has it considered their individual objectives, financial situation or needs. Individual Customers shareholders will have varying financial and tax circumstances and it is not practical or possible to consider the implications of the Proposal on individual Customers shareholders as their respective financial circumstances are not known to PwC Securities. Due to particular circumstances, individual shareholders may place different emphasis on various aspects of the Proposal from that adopted in this report. Accordingly, individual shareholders may reach different conclusions as to whether they should vote in favour of the Proposal. Individual Customers shareholders should seek their own financial advice.

Customers Ltd 4

Customers Limited – Scheme Booklet 67 2 Industry overview

Customers’ primary activity involves the operation of ATMs in Australia and New Zealand. An ATM is a computerised telecommunications device which allows customers of financial institutions to withdraw cash and perform other banking related transactions without the need for a bank teller.

In FY11, Customers generated over 95% of its revenues in Australia and less than 5% of its revenues in New Zealand. Customers operates Australia’s largest fleet of ATMs, with contracts with convenience store merchants, financial institutions and retail corporations. 2.1 Overview of the Australian ATM market

Market size

As at 30 June 2011, there were approximately 30,200 ATMs in operation across Australia. As shown in the chart below, the rate of ATM growth slowed in 2008, before increasing by 5.7% in 2009 and 6.1% in 2010. This increase was a primarily due to the ‘direct charging’ reforms introduced by the industry and the Reserve Bank of Australia (“RBA”) in March 2009 (see discussion on direct charging below).

Number of ATMs in Australia

35,000 30%

30,000 25%

25,000 20%

20,000 15%

15,000 10%

10,000 5%

5,000 0%

- -5% 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

Numberof ATMs ATM growth (left axis) (right axis)

Source: RBA statistics

The Australian market has a relatively high level of ATM penetration relative to other developed countries. Data for member countries from the Bank for International Settlements (“BIS”) shows that there were approximately 126 ATMs per 100,000 inhabitants in Australia as at 31 December 2010, with Korea, Canada, Belgium and the United States exhibiting higher levels of penetration.5

5 Bank for International Settlements, "Statistics on payment, clearing and settlement systems in the CPSS countries", 2010

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68 Customers Limited – Scheme Booklet Industry overview

ATM penetration across countries

250 226

200 175

150 141 138 126 109 106 101 91 100 86 87 81 81 59 48 48 50 ATMs per 100,000 inhabitants

-

Note: Figures arecalculated at31 December 2010with theexceptionof: 1.US,UKand Japan,whicharecalculatedat 31 December 2009 2. New Zealand, which is calculatedat 31 December2008

Source: BIS statistics

North American markets have started to show signs of ATM saturation with the number of installed machines decreasing in 2010.6 In mature markets that have reached points of saturation, demand appears to have shifted towards having newer and smarter ATMs.7 The latest models of ATMs can be programmed to provide value added functionality such as deposit automation, targeted on-screen advertising, product dispensing, enhanced security and regulated access to cash in gaming locations.8

Market participants

The competitive landscape in Australia comprises two groups of ATM operators; financial institutions with their own ATM networks and independent operators. The ATM numbers for participants in these two groups is summarised below and highlights the fact that Customers maintains the largest fleet of ATMs in Australia.

Number of ATMs by operator

5,617 6,000 5,255 5,000 4,799

4,000 3,714 3,171 2,971 3,000 2,652

2,000

1,156 1,031 1,000

-

Source: RBA statistics (data as at 31 March 2010) Note iCash ATM deployment business now owned by Ezeatm Limited (ASX:EZA)

6 Retail Banking Research, ‘Global ATM Market and Forecasts to 2016: Executive Summary for Participants’, November 2011

7 OzEquities Newsletter, [email protected], (15 April 2012) 8 Edgar, Dunn & Company, ‘2010 Australian ATM Market Study Report’

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Customers Limited – Scheme Booklet 69 Industry overview

The level of competition in the AustraliaAustralian ATM industry is high and has increased following the introduction of direct charging. AggressiveAggressive pricingpricing strategiesstrategies fromfrom smallersmaller ne neww e entrantsntrants h hasas p putut p pressureressure o onn p profitrofit m marginsargins a andnd resultedresulted i inn s someome i industryndustry c consolidation.onsolidation. F Foror e example,xample, C Customersustomers has made four acquisitions in the past 18 months, purchasing the Keycard ATMATM P Ptyty L Ltdtd (113 ATMs), Crown ATM and Yourcash ATM (collectively 88 ATMs), and MyATM Holdings Ltd (124(124 A ATMs)TMs) b businesses.usinesses.

The key players in the Australian ATMATM market are summarised below.

Customers  CustomersCustomers isis a publicallypublically listed company (ASX:CUS)  OperatesOperates thethe largestlargest fleetfleet inin t thehe Au Australianstralian ma marketrket w withith a approximatelypproximately 6,000 ATMs as at 31 March 2012 (equating(equating toto a marketmarket shareshare ofof approximatelyapproximately 2 20%)0%). In addition Customers has 585 ATMs in New Zealand asas a att 31 M Marcharch 2 2012012  ATMsATMs l locatedocated i inn r retail,etail, c convenienceonvenience a andnd ho hospitalityspitality v venuesenues  ApproximatelyApproximately 1 1337 employees

Cashcard  Cashcard Australia Ltd is a private company operating as a subsidiary of global e-commerce provider, First Data Corp. which is owned by a number of private equity houses  Operates the second largest fleet in Australia with approximately 4,800 ATMs (as at March 2010)  ATMs located in hotels, clubs, service stations and retail outlets  Established in 1982

Ezeatm  Ezeatm Limited is a publically listed company (ASX:EZA)  Operates an Australian network of approximately 1,200 ATMs (as at March 2010 and acquired from iCash on 25 January 2012)

Banktech  The Banktech Group Pty Ltd is a private company  Operates an Australian network of approximately 1,000 ATMs under the ‘CashConnect’ brand, targeting high volume areas (as at March 2010)  Operates cashier terminals in gaming venues under the ‘AutoPay’ brand  Established in 1991 with 72 employees

CBA  Commonwealth Bank of Australia is a publically listed authorised deposit taking institution (ASX:CBA)  Operates approximately 4,000 ATMs in Australia  ATMs provided under the CBA and Bankwest brands

RediATM  RediATM is a privately owned subsidiary of Cuscal Ltd, which provides business-to-business wholesale and transactional banking services in Australia  Operates approximately 3,800 ATMs in Australia for a number of partner financial institutions  Key partner of National Australia Bank who outsource their ATM network to RediATM

Westpac  Westpac Banking Corporation is a publically listed authorised deposit taking institution (ASX:WBC)  Operates approximately 2,900 ATMs in Australia  ATMs provided under the Westpac, St George Bank, BankSA and Bank of Melbourne brands

ANZ  Australia and New Zealand Bank Ltd is a publically listed authorised deposit taking institution (ASX:ANZ)  Operates approximately 2,600 ATMs in Australia  ATMs provided under the ANZ brand

Source: PwC Securities analysis, company websites, Customers management and S&P CapitalIQ

ATM operators typically purchase their machines from the six major global manufacturers including NCR Corp., Diebold Incorporated, Wincor Nixdorf AG, Nautilus Hyosung Corporation, Hitachi-Omron Terminal Solutions Corp. and Triton Systems Inc of Delaware. NCR Corp. has the largest market share as an equipment

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70 Customers Limited – Scheme Booklet Industry overview

provider having supplied 29% of the world’s installed ATM base (as at 31 December 2010), followed by Diebold Incorporated with a market share of 19%9.

Volume trends

Total annual ATM transactions per capita in Australia increased from approximately 33.7 in 2002 to 39.8 in 2008, before decreasing to 36.6 by 2011. This decrease was primarily due to the impact of increased transparency of ATM fees under the direct charging pricing structure introduced in March 2009 (see discussion below), and the advent of alternative payment processing and withdrawal technologies.

Annual ATM transaction volumes in Australia (per capita)

42

40

38

36

34

32

30 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

Source: RBA statistics, ABS statistics

Despite decreasing ATM transaction volumes in recent years, cash remains the most popular form of payment in Australia. The chart below shows that cash accounted for approximately 64% of all payment transactions in 2010. The use of cash is more prevalent for low value transactions.10

Cash usage in Australia (percentage of transactions in 2011)

BPAY, 3%

Cash, 64%

Card, 32%

Cheque, 1%

Source: RBA, Cash Use in Australia: New Survey Evidence September 2011

The chart below compares the annual volumes of credit card payments, debit card payments and ATM cash withdrawals on a per capita basis. In the five year period from 2006 to 2011, the number of debit and credit card transactions per capita has increased significantly. The relatively stable demand for cash withdrawals from

9 Retail Banking Research, ‘Global ATM Market and Forecasts to 2016: Executive Summary for Participants’, November 2011

10 RBA web site

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Customers Limited – Scheme Booklet 71 Industry overview

ATMs reflects the maturity of the Australian ATM market and increasing popularity for substitute payment forms instead of cash.11

Comparison of debit card and credit card payment volumes to ATM transaction volumes (per capita)

140

120

100

80

60

40

20

0

ATM Deb it card Credit card transactions p a ym e n ts p ayments

Source: RBA statistics

ATM transaction volumes in Victoria are expected to be negatively impacted by recent amendments to the Gambling Regulation Amendment (Licensing) Act 2009. From 1 July 2012, ATMs will no longer be permitted in gaming venues unless approved by the Victorian Commission for Gambling and Liquor Regulation.

Pricing trends

A key change in the industry occurred in March 2009 when a number of reforms were implemented including the introduction of direct charging.

Prior to direct charging, an ATM customer was charged a ‘foreign fee’ for withdrawing cash from any ATM that was not owned by their financial institution. The foreign fee was an indirect charge, typically reported to the cardholder in their monthly or quarterly account statement. The foreign fee was charged by the financial institution in order to cover its costs of ‘interchange’ charged by the ATM operator.

The reforms mandated that the foreign fee be displayed to the cardholder on the ATM screen prior to completing the transaction, and that the cardholder be given the option to cancel the transaction without cost. The change in fee structure meant interchange fees were abolished and the ATM operator could charge the cardholder directly (rather than charging indirectly via the cardholder’s financial institution).

The direct charging reforms were intended to promote the following benefits:

 increased transparency of foreign ATM fees, providing cardholders with the choice of incurring a fee to access cash

 greater competition amongst ATM operators in setting fees

 increased deployment of ATMs, creating a wider network of ATMs available to cardholders.

11 Australian Payments Clearing Association, ‘Annual Review 2011’ (2011)

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72 Customers Limited – Scheme Booklet Industry overview

RBA research indicates that the increased transparency of fees has resulted in consumers changing their behaviours to avoid paying foreign ATM fees. RBA estimate that these reforms saved customers approximately $120 million in foreign ATM fees in the first year of implementation.12

For independent ATM operators like Customers, where a large proportion of their ATMs attract foreign fees, the direct charge reforms have resulted in decreased transaction volumes. Offsetting this impact, direct charging has allowed foreign ATM operators to freely adjust prices in order to actively compete in the market.13

The ability for foreign ATM operators to charge cardholders directly has resulted in increased fee revenue per transaction. The changes also allow ATM operators to receive their direct charge fee revenue immediately following the transaction, rather than having to wait for payment from the financial institutions.14

The primary beneficiaries of direct charging have been the cardholders (in fees saved), independent operators (in higher revenues) and site owners (in higher rebates), largely at the expense of financial institutions.15

The increased profitability for independent ATM operators associated with direct charging has meant that a number of ATM sites that were previously not viable have become viable. This has contributed to the increased number of ATMs in 2009 and 2010.16

ATM charges in some remote Aboriginal communities may be reduced or abolished in the near future, following public concern over the affordability of these fees. The Australian Government established a taskforce in December 2010 to investigate this issue. A report has been prepared and the Federal Government is expected to shortly announce initiatives relating to participating institutions in selected remote Indigenous communities (Customers’ management expects the net impact of these changes will not significantly affect Customers’ financial performance).

Cost structure trends

Independent ATM operators in Australia generally incur a higher average cost per transaction than financial institutions primarily because their overheads are spread over fewer transactions. Edgar, Dunn & Company estimated in 2010 that the average cost per transaction was $1.01 for independent operators compared to $0.53 for large banks.17

The higher overheads for independent operators typically include site rental costs (or rebates) for installing the ATMs on the merchant premises. Financial institutions are able to reduce site rental costs by installing their ATMs in their bank branches.18

ATM site rental costs (and rebates) have also been increasing, with average site costs per transaction increasing by 40% for independent operators over the period from 2007/8 to 2009/10.19 It is expected that these higher

12 RBA, ‘The ATM Reforms – New Evidence from Survey and Market Data, March Quarter 2011 13 RBA, ‘Reform of the ATM System – One Year On’, June Quarter 2010 14 RBA, ‘Reform of the ATM System – One Year On’, June Quarter 2010 15 Edgar, Dunn & Company, ‘2010 Australian ATM Market Study Report’ 16 RBA, ‘Reform of the ATM System – One Year On’, June Quarter 2010 17 Edgar, Dunn & Company, ‘2010 Australian ATM Market Study Report’

18 RBA, ‘The ATM Reforms – New Evidence from Survey and Market Data, March Quarter 2011

19 Edgar, Dunn & Company, ‘2010 Australian ATM Market Study Report’

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Customers Limited – Scheme Booklet 73 Industry overview

rents reflect the increased demand for ATM sites by independent operators following the introduction of direct charging in 2009.20

Despite the higher average costs per transaction, independent operators have benefited from the increased revenues from direct charging, making it profitable to deploy ATMs in high-cost or low-volume locations.

2.2 Overview of the New Zealand ATM market

Industry snapshot

New Zealand is characterised by a high level of EFTPOS (electronic funds transfer at point-of-sale) usage as the preferred method for withdrawing cash and making payments. It has an ATM penetration of approximately 59 ATMs per 100,000 inhabitants which is approximately half the level of ATM penetration in Australia (refer chart on page 6).

Up until March 2008 almost all of the ATMs in New Zealand were operated by financial institutions and located in bank branches. These ATMs are free to use for bank cardholders.

In March 2008, approximately 284 independent owned and operated ATMs were installed across New Zealand as part of a 12 month pilot test. The pilot was initiated by Paymark, the bank owned electronic payments provider in New Zealand, in partnership with the two independent New Zealand ATM operators (Cash Plus and New Zealand ATM Services). These ATMs operated under a similar direct charge pricing model to the Australian market. The objective of the trial was to increase the number of ATMs in smaller towns, rural areas and tourist destinations across New Zealand where banking facilities were deficient.

Paymark regarded the 12 month trial to be a success.21 It is anticipated that the number of independent owned ATMs will continue to grow in New Zealand in the future.

20 RBA, ‘The ATM Reforms – New Evidence from Survey and Market Data, March Quarter 2011

21 Paymark Media Release, 9 April 2009

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74 Customers Limited – Scheme Booklet Industry overview

Market participants

TheThe k keyey p playerslayers i inn t thehe N Newew Zea Zealandland ATMATM marketmarket areare summarisedsummarised below:below:

New Zealand ATM  47.75%47.75% o ownedwned by Customers Services  Onene ofof twotwo majormajor independentindependent ATMATM operatorsoperators in NewNew Zealand,Zealand, alongalong withwith CashCash PlusPlus NewNew Zealand  Owns approximatelyapproximately 585 ATMs nationally as at 31 March 2012

Cash Plus  Cash Plus New Zealand Ltd is a private company owned and operates in New Zealand  One of two major independent ATM operators in New Zealand  Estimated to be of similar size to NZ ATM

ANZ Bank  ANZ is a publically listed authorised deposit-taking institution listed in Australia (ASX:ANZ) and New Zealand’s largest bank  Owns the subsidiary The National Bank of New Zealand which also operates ATMs ASB Bank  Subsidiary of The Commonwealth Bank of Australia which is a publically listed authorised deposit-taking institution (ASX: CBA)  Operates BankDirect that is involved in operating ATM’s locally Bank of New Zealand  BNZ is one of New Zealand’s largest banks  Subsidiary of National Australia Bank (ASX: NAB)

Westpac  Westpac is a publically listed authorised deposit-taking institution (ASX:WBC)

Source: PwC Securities analysis, company web sites, Customers Ltd, Fairfax NZ News, Reserve Bank of New Zealand

2.3 Industry outlook

Demand determinants

Future growth in the Australian and New Zealand ATM markets is dependent on the following factors:

 consumer confidence - the level of consumer confidence affects general household expenditure, which in turn impacts demand for ATM cash withdrawals

 real household disposable income - growth in real household disposable income affects the propensity for retail spend, which in turn impacts the demand for ATM cash withdrawals

 population size - growth in population affects growth in general consumption, which in turn impacts the demand for ATM cash withdrawals. Population is impacted by births, deaths and immigration

 popularity of cash as a form of payment - demand for ATM cash withdrawals is affected by the popularity of cash as a form of payment relative to credit cards, debit cards and other payment processing technologies

 competition from other forms of cash withdrawal - demand for ATM cash withdrawals is affected by competition from other forms of cash withdrawal including EFTPOS.

Customers Ltd 12

Customers Limited – Scheme Booklet 75 Industry overview

Market outlook

IBISWorld forecast the number of ATMs in Australia to continue to grow by a CAGR of 2.1% over the six year period from 2011 to 2017. Population growth is expected to drive the increased consumer spend and volume of ATM transactions.22

Edgar, Dunn & Company predict that ATMs in Australia will grow by a higher CAGR of 5.5% over the four year period from 2011 to 2015. However, transaction volumes are expected to decline by a CAGR of 2.0% over this period.23

The consensus is that financial institutions are likely to seek ATM network sharing agreements with other operators which would allow their customers to access a wider range of ATMs on a fee-free basis.24 For independent operators, this may present an opportunity to partner with financial institutions to offer bank branded ATMs or to provide outsourcing services in respect of institutions’ ATM requirements.

IBISWorld expects ATM operators to face increasing deployment costs such as site rental costs (rebates) in the medium term. This may cause further industry consolidation as larger established players seek growth opportunities and economies of scale through acquisition.

Long term growth in ATMs and transactions in Australia are likely to be constrained by the introduction of new technologies which reduce the need to pay using cash. In their 2011 Global Payment Trends Survey, Edgar, Dunn & Company found that contactless cards and mobile payments are expected to experience the greatest growth in importance as a form of payment over the next five years in Australia and New Zealand, whereas the growth in cash payments is expected to be subdued.25

22 IBISWorld, ‘Number of ATMs’, September 2011 23 Edgar, Dunn & Company, ‘2010 Australian ATM Market Study Report’ 24 IBISWorld, ‘Number of ATMs’, September 2011, Edgar, Dunn & Company, ‘2010 Australian ATM Market Study Report’ 25 Edgar, Dunn & Company, ‘Global Trends in Payment Systems: Summary of 2011 Survey Findings’, 2011

Customers Ltd 13

76 Customers Limited – Scheme Booklet 3 Profile of Customers

3.1 Brief description and history of the business Customers is an Australian company listed on the Australian Securities Exchange (“ASX”). Customers owns and operate a fleet of approximately 6,600 active ATMs predominantly in Australia and also in New Zealand. The majority of Customers’ revenues are derived from ATM services provided to the Australian convenience market.

Customers’ reported total revenue and underlying earnings before interest tax depreciation and amortisation (“EBITDA”) for the financial year ended 30 June 2011 was $124.4 million and $44.2 million respectively. The Company currently employs 137 employees and is headquartered in Cheltenham, Victoria.

Customers listed on the ASX in 1989 as a mineral exploration and internet company. In 2003, the Company acquired a 50% stake in ATM Express Ltd and began to grow the ATM business. In 2004, Customers acquired the remaining 50% of ATM Express Ltd and the St George Bank merchant ATMs for $38 million. In 2007 Customers made a further acquisition, specifically, ATM Solutions for $132.5 million. These acquisitions helped to increase Customers’ fleet size to approximately 5,000 ATMs.

More recently, Customers invested in New Zealand through share acquisitions in New Zealand ATM Services Limited (“NZ ATM”) (see discussion in New Zealand segment below). 3.2 Business segments Customers operates in three distinct business segments as follows:

 convenience (Australia)

 financial institutions and corporate outsourcing (Australia)

 New Zealand.

Each of these three segments are discussed below.

Convenience

Customers’ core activity is the operation of a fleet of ATMs servicing the convenience market. Customers supply ATM services to retail merchants, particularly in convenience and hospitality venues. ATMs are branded under their own house brands and also through specific branding agreements with banking partners such as Citibank, Bendigo Bank and Arab Bank. Based on financial information for the year ended 31 December 2011, the Australian Convenience ATM segment generates more than 95% of Customers’ revenue and EBITDA.

Financial institutions and corporate outsourcing

The financial institution and corporate outsourcing segment refers to clients in the retail banking and national retail sectors. These clients are primarily banks wishing to outsource ATM services and large retailers looking for an ATM provider to service their store network.

In the financial year ended 30 June 2011, this segment did not represent any material revenue or operating profit; however, Customers have since signed a five year contract to supply Bank of Queensland with more than 400 ATMs under a fully outsourced managed services agreement. More recently, Customers signed a fully managed contract to supply more than 400 ATMs to Coles Express service stations and convenience stores.

Customers Ltd 14

Customers Limited – Scheme Booklet 77 Profile of Customers

New Zealand

Customers signed a definitive agreement to acquire a 25% stake in NZ ATM for NZD 1 million in cash on 22 October 2007. The investment occurred in stages (set out in the table below) with each stage subject to certain milestones being achieved. At the date of this report the investment interest was 47.75% with an obligation to increase the shareholding to 100% by March 2013. The various share purchases and cumulative shareholdings from these acquisitions are set out in the table below.

Financial year of Percentage Cumulative Acquisition acquisition acquired (%) shareholding (%) value ($'000) FY 08 7 .50% 7 .50% 288 FY 09 1.7 5% 9.25% 31 FY 10 25.00% 34.25% 884 FY 11 13.50% 47 .7 5% 1,885

T otal 47 .7 5% 3,088

Source: Customers Limited annual reports for the years ended 30 June 2008 to 2011

The current shareholders agreement entered into with the non-controlling shareholders of NZ ATM includes a put and call option giving the remaining shareholders the rights to enforce Customers to acquire the remaining shares in NZ ATM (the “Put Option”) or giving Customers the right to acquire the remaining shares in the business (the “Call Option”). Under the terms of the agreement, Customers has 13 months (expires in March 2013) to exercise the Call Option from the date at which five New Zealand banks agree to allow their customers to withdraw cash from the ATMs of NZ ATM. In the event that the Call Option is not exercised, the Put Option will be exercised by the remaining shareholders of NZ ATM requiring Customers to acquire the remaining shares. At the outset of the agreement, the value of 100% of the share capital was set at $15 million, therefore the remaining consideration for the residual 52.25% is set at $7.8 million. In addition to the consideration for the remaining share capital, Customers is required to repay shareholder loans and restraint fees for key personnel.

As set out in the 31 December 2011 half year report, the following maximum amounts will be payable upon exercise.

Amount Amount T otal (NZD'000s) (A$'000s) (A$'000s) Maximum potential cost of remaining shares - 7,837 7,837 Restraint fee to shareholder 1,100 - 864 Repayment of shareholder loans 1,450 1,623 2,7 63 11,464

Source: Customers Limited annual reports for the years ended 30 June 2011 and Customers management Note: NZDamounts translated to AUDas at 30 March 2012 spot rate 0.7859

Customers’ expansion in New Zealand has been restrained due to the time taken for NZ ATM to sign up all banks to allow their cardholders to conduct withdrawal transactions through the NZ ATM network. The last main bank in New Zealand agreed to allow their cardholders to use third party ATMs with effect from 15 February 2012.

As at 31 March 2012, 585 Customers ATMs have been installed in New Zealand.

Customers Ltd 15

78 Customers Limited – Scheme Booklet Profile of Customers

3.3 Operating model

The various service options provided by Customers’ operating model are summarised below.

ATM servicing - cash filling

Convenience ATMs are serviced with cash requirements by one of two methods, ‘self-cash’ and ‘cash in transit’. Both of these scenarios are described as follows.

 ‘self-cashed’ ATMs are stocked with cash provided by the merchant for the ATM location. In such cases, the merchant tends to stock and refill the ATM using cash generated by their own business operations

 ‘cash-in-transit’ (“CIT”) ATMs are serviced by bailment facilities provided to Customers by National Australia Bank Limited. Cash is distributed to ATMs by one of two primary cash logistics agents (Linfox Armaguard or Chubb Security Services Limited). Customers pays interest, line fees and a cash service charge for this service.

Payment terms

ATMs are supplied under an ‘ATM placement agreement’, a ‘site lease agreement’ or a ‘managed services agreement’.

Under an ATM placement agreement, Customers supplies an ATM machine to a merchant. Once operational, ATM customers are charged on a transaction by transaction basis. Following the Direct Charging Legislation in March 2009 (see Section 2.1), Customers receives the entire transaction fee and then a rebate is paid to the merchant. Rebates are structured on an agreement-by-agreement basis, which can include being based on a threshold number of transactions. Customers remains the owner of the ATM.

Under a site lease agreement, Customers enters a contract with a merchant to place an ATM owned by Customers on the client’s premises for a finite period. Under this agreement, the merchant typically receives a fixed monthly fee for each ATM.

Under a managed services agreement, Customers enters a contract with an institution to place and manage a network of ATMs across the institution’s premises for a finite period. Under this agreement, Customers receives a fixed monthly fee with variable components.

ATM equipment

Customers own and operate ATMs mainly purchased from Nautilaus Hyosung (“Hyosung”) and Triton Systems Inc of Delaware (“Triton”). Triton manufactures ATMs in the US. Hyosung is a Korean based ATM manufacturer. Customers are phasing out Triton and other ATMs in favour of the Hyosung models.

Customers signed a long term distribution agreement with Hyosung in 2010 to supply ATMs into Australia.

In respect of the Hyosung ATMs deployed under the Coles and Bank of Queensland managed services agreements, Customers uses specialised ATM software supplied by third party software developer Korala Associates Limited.

Customers Ltd 16

Customers Limited – Scheme Booklet 79 Profile of Customers

3.4 Financial performance

Customers’ financial performance for the five years ended 30 June 2007 through 30 June 2011 (audited) and the last twelve months to 31 December 2011 (reviewed) are presented below.

Financial year FY07 FY08 FY09 FY10 FY11 LT M For the period ended 30-Jun-07 30-Jun-08 30-Jun-09 30-Jun-1030-Jun-10 30-Jun-11 31-Dec-11 $'000 Audited Audited Audited AuditedAudited Audited Calculated

Revenue 42,293 80,362 89,495 117117 , ,025025 124,398 126,166

Revenue growth from continuing operations n/a 90.0% 11.4% 30.8% 6.3% n/a Cost ofgoods sold (28,393) (57,008) (51,062) (49,115)(49,115) (56,7 94) (61,159) Gross profit 13,900 23,354 38,433 67,91067 ,910 67 ,604 65,007

Gross profit (% of revenue) 32.9% 29.1% 42.9% 58.0% 54.3% 51.5% Other operating income and expenses (9,209) (16,363) (7,591) (19,888)(19,888) (23,37 0) (26,628) EBIT DA (reported) 4,691 6,991 30,842 48,02248,022 44,234 38,37 9

EBITDA margin 11.1% 8.7% 34.5% 41.0% 35.6% 30.4% Depreciation (4,175) (12,012) (12,278) (15,910)(15,910) (15,209) (14,633) EBIT A (reported) 516 (5,021) 18,564 32,11232,112 29,025 23,7 46

EBITDA margin 1.2% -6.2% 20.7% 27.4% 23.3% 18.8% Amortisation (2,144) (4,952) (4,369) (4,658) (7 ,390) (7 ,842) Write-offofnon 3DEScompliant ATMs (2,821) - - - - - EBIT (reported) (4,449) (9,973) 14,195 2727 ,454,454 21,635 15,904

Reported EBIT margin n/m n/m 15. 9% 23.5% 17.4% 12.6% Net finance costs (2,867) (3,013) (9,116) (2,567 ) (3,854) (4,455) Share of profit/(loss) of equity-accounted investees 135 (2,791) (1,156) (121) (352) (352) Net profit before tax from continuing operations (7,181) (15,777) 3,923 24,724,7 6666 17 ,429 11,097

NPBT m argin n/m n/m 4.4% 21.2% 14.0% 8.8% Income tax benefit/(expense) 1,757 3,629 2,318 (5,890) 1,317 (1,868) Net profit after tax from continuing operations (5,424) (12,148) 6,241 18,87618,87 6 18,7 46 9,229

NPAT (continuing operations) margin n/m n/m 7.0% 16.1% 15.1% 7.3% Losses from discontinued operations (net oftax) (737) (19,697) - (238) (60) (48) Other comprehensive income - - - (7 6) (49) (24) Net profit after tax from operations (6,161) (31,845) 6,241 18,56218,562 18,637 9,157

NPAT margin n/m n/m 7.0% 15.9% 15.0% 7.3% Profits/(losses) attributable to non-controlling interest n/a n/a n/a n/a (113) (7 17 ) Net profit after tax attributable to Customers shareholders (6,161) (31,845) 6,241 18,56218,562 18,7 50 9,87 4

Source:Source: CustomerCustomer LimitedLimited annualannual r reportseports f foror t thehe y yearear e endednded 3 300 J Juneune 2 2008008 - 2 2011,011, h halfalf y yearear r reporteport f foror t thehe p perioderiod e endednded 3 311 D Decemberecember 2 2011011 Notes: n/m -notmeaningful n/a-notavailable LTM-last twelve months CAGR-Compound annual growth rate FY -Financial year ending 30 June FY07 restated, based on FY08 annual report FY08 restated, based on FY09 annual report Totalsmay notagreetofinancial statement due torounding HalfyearHalf y ea r r resultsforesu lts for t thehe 6 m monthon th p perioder iod e endedn ded 3 311 D Decemberecem ber 2 201001 0 a andnd 2 201101 1 b baseda sed o onn t theh e h half-yeara lf-y ea r r reportepor t f foror t theh e p perioder iod e endednded 3 311 D Decemberecem ber 2 201101 1

Historical financial performance

Revenue for Customers has grown from $42.3 million in FY07 to $124.4 million in FY11, representing a CAGR of 31%.

Revenues for the business increased substantially between FY08 and FY10 as a result of the acquisition of ATM Solutions, which increased the number of ATMs by 3,300.Revenue in FY10 increased by 46% from $80.4 million to $117.o million as the change in legislation regarding direct charging in March 2009 came into full effect. This change in legislation allowed Customers to retain a greater portion of the ATM transaction fee

Customers Ltd 17

80 Customers Limited – Scheme Booklet Profile of Customers

improving both the revenue and profits of ATM operators. Customers’ underlying EBITDA increased from $13.6 million to $48.0 million from FY08 to FY10. The corresponding EBITDA margin increasing from 16.9% to 41.0% over the same period.

In FY11, Customers generated revenues of $124.4 million and EBITDA of $44.2 million. EBITDA declined by approximately 7.9% from FY10 as a result of increasing level of rebates, increases in wages and salaries and increases in management and professional fees.

Revenue for the business increased from FY08 to FY11, largely as a result of the increase in the number of ATMs owned and operated by Customers. The increase in the number of ATMs is set out in the table below.

Number of ATMs overthe period September 2009 to September 2011

7,000 6,000 5,000 4,000 3,000 2,000 1,000 - FY09 FY10 FY11 Mar 12

Note: Numberof ATMsas at 31 March2012is approximately6,600

Source: Customers’ management.

Customers’ convenience ATM fleet in Australia has recently decreased in size primarily due to the exiting of certain uneconomic sites, offset by the increase in the number of ATMs in New Zealand, with Bank of Queensland and with Coles Express.

The total number of transactions has averaged approximately 5.1 million per month over the period from September 2009 to August 2011, reaching a peak of approximately 5.6 million transactions in October 2009. The lowest number of transactions of approximately 4.7 million occurred in February 2011. The number of transactions per ATM has gradually been declining with an average year-on-year decline of approximately 5% based on monthly data observed since September 2009.

Merchant rebates have been increasing historically. The chart below illustrates the relative increase in rebates by fleet segment for the period September 2009 to September 2011. The changes observed since May 2010 are primarily due to the introduction of direct charging.

Change inrebates by fleetsegment 170 160 150 140 130 120 110 100 90 Rebate units rebased to80 100

CIT ATMs Rebate SelfCashedATMsSelf Cashed ATMs RebateRebate

Customers Ltd 18

Customers Limited – Scheme Booklet 81 Profile of Customers

Source: Customers management

Forecast financial performance

Customers’ forecast FY12 EBITDA is expected to be within the range of $36.7 million to $38.5 million or 13% to 17% lower than reported EBITDA in FY1126. 3.5 Financial position Customers’ audited financial positions 30 June 2011 together with the reviewed half year financial position as of 31 December 2011 and unaudited 31 March 2012 are summarised below.

FY11 HY11 30-Jun-11 31-Dec-11 31-Mar-12 $'000 Audited Reviewed Unaudited Assets Cash and cash equivalents 5,441 3,395 1,051 Trade and other receivables 3,123 4,191 4,327 Other current assets 1,669 1,398 1,168 Total current assets 10,233 8,984 6,546 Plant and equipment 51,334 54,487 57,998 Intangible assets 156,397 155,669 152,866 Other non-current assets 4,37 7 4,487 5,109 Total non-current assets 212,108 214,643 215,972 T otal assets 222,341 223,627 222,519 Liabilities Trade and other payables 11,749 10,733 10,616 Loans and borrowings 33,654 6,157 5,232 Current tax payable 2,513 4,053 1,422 Other current liabilities 951 3,501 990 Total current liabilities 48,867 24,444 18,260 Deferred tax liabilities 1,828 1,7 66 1,603 Loans and borrowings - 31,636 36,205 Provisions 2,682 - (119) Other non-current liabilities 3,050 359 336 Total non-current liabilities 7,560 33,761 38,025 Total liabilities 56,427 58,205 56,285 Net assets 165,914 165,422 166,234 Equity Total equity 167 ,492 167,604 168,622 Non-controlling interest (1,57 8) (2,182) (2,388) Total equity 165,914 165,422 166,234

Source: Customer Limited annual report for the year ended 30 June 2011, half year report for the period ended 31 December 2011, unaudited management accounts

Summary observations in relation to the balance sheet set out above are discussed as follows.

26 1H12 trading updated dated 31 January 2012

Customers Ltd 19

82 Customers Limited – Scheme Booklet Profile of Customers

Net working capital

Customers has historically had a negative net working capital position as a result of receiving transaction fees prior to paying rebates or bank fees. As at 29 February 2012, net working capital was negative $6.5 million.

Plant and equipment

As at 31 March 2012, Customers had a book value of $58.0 million relating to the fleet of approximately 6,600 ATMs. ATMs are typically depreciated over an eight year life for accounting purposes.

Intangible assets

Customers’ largest asset on the balance sheet relates to the intangible asset balance of $152.9 million. This relates to goodwill of $137.8 million, merchant contracts of $13.3 million, software of $4.2 million and trademarks and licensing agreements of $4.2 million27. These amounts primarily relate to the acquisition of ATM Solutions Australasia Pty Limited in 2007.

Net debt

As at 31 March 2012, Customers had a net debt position of $40.4 million. Net debt comprised cash of $1.1 million, current interest bearing liabilities of $5.2 million and non-current interest bearing liabilities of $36.2 million.

Customers has external financing facilities with NAB and Westpac. As at 30 June 2011, the long-term loan became repayable within 12 months and was reclassified as a current liability. Customers subsequently refinanced the debt and extended the term by three years.

Customers has a total financing facility of $63.7 million which comprises of an overdraft facility of $4.4 million, Australian bank loans of $41.8 million, and New Zealand bank loans of $17.6 million. As at 31 December 2011, $38.5 million of the loans were utilised and none of the New Zealand facility had been used. In addition to the above facilities, Customers has access to a bailment facility varying from $110 million to $145 million for CIT terminals. The funds cannot be used for any other purpose other than to replenish ATMs owned by Customers. Customers is charged for this facility based on the amount drawn and the prevailing 30 day BBSY interest rate plus a margin of 1.0%. This is disclosed in ATM network expenses as a bailment expense. 3.6 EPS and dividend history Customers’ earnings per share (“EPS”) and dividend payment history (combination of franked and unfranked dividends) are summarised as follows:

Interim Final (cents) Final T otal Basic EPS dividend dividend dividend Period ended (cents) (cps) (cps) (cps) % of EPS paid 31-Dec-11 $0.02 $0.02 n/a n/a 100% 30-Jun-11 $0.14 $0.03 $0.02 $0.05 36.2% 30-Jun-10 $0.14 $0.00 $0.08 $0.08 58.0% 30-Jun-09 $0.05 $0.00 $0.00 $0.00 0.0%

Source: Customers' FY09, FY10 and FY11 annual reports; Customers' FY12 half year report

27 Balances as at 30 June 2011 as per Customers 2011 Annual Report

Customers Ltd 20

Customers Limited – Scheme Booklet 83 Profile of Customers

As shown in the table, basic EPS has ranged from 2.0 cents to 13.8 cents over the 2.5 year period from 30 June 2009 to 31 December 2011. Customers’ paid an inaugural dividend of 8.0 cents per share in FY10, with a payout ratio of approximately 58.0%28.

Capital structure and shareholding

The number of Customers ordinary shares and performance rights on issue as at the date of this report is shown in the table below.

Shares outstanding Ordinary shares on issue 134,869,357 Performance rights 1,411,465 Total number of shares (fully diluted) 136,280,822

Source: Customers Limited half year report for the period ended 31 December 2011

A summary of the 20 largest shareholders in Customers is set out in the table below.

Number of ordinary Shareholder % shareholding shares 1 Taverners Group 25,7 14,082 19.1% 2 Caledonia Investments 16,544,598 12.3% 3 Thorney Investments 13,841,912 10.3% 4 Regal Funds Mgt 9,578,254 7 .1% 5 RenaissanceSmallerCompanies 8,686,7 08 6.4% 6 BREDBanqueEtPopolaire 4,142,040 3.1% 7 UBS 2,562,549 1.9% 8 DimensionalFundAdvisors 2,549,7 27 1.9% 9 DeutscheSecurities 2,530,278 1.9% 10 MillenniumCapitalPartners 2,050,000 1.5% 11 MacquarieSecurities 1,657 ,890 1.2% 12 MrTimothyJWildash 1,57 0,191 1.2% 13 Jefferies Hoare Govett 1,500,000 1.1% 14 Mr Alexander A Babauskis 1,357 ,87 4 1.0% 15 Lion Capital 1,232,47 0 0.9% 16 DMP Asset Mgt 1,107 ,37 4 0.8% 17 MrAnthonyRBerg 1,000,000 0.7 % 18 PineBridgeInvestments 880,000 0.7 % 19 Mr James DCarnegie 860,000 0.6% 20 Mr Leonard A Milner 802,7 96 0.6% Total (for 20 largest shareholders) 100,168,743 7 4.3% T otal issued shares 134,869,357 100.0%

Source: Customers management

Currently the top 20 shareholders have a combined holding of approximately 74.3% of Customers’ issued capital. The largest shareholder is Taverners Group holding approximately 19.1% of Customers. The top four shareholders account for 48.7% of the total shares outstanding.

28 Customers 2010 Annual Report

Customers Ltd 21

84 Customers Limited – Scheme Booklet Profile of Customers

Share price history

Customers’ recent share price and trading volume history is presented below.

Customers historical shareprice and volume analysis

3.50 14,000 26 Aug 2010 FY10 earnings announcement -NPAT increase of 199% on previous period 3.00 12,000 ) 0 0 0 '

2.50 17 Oct 2011 10,000 ( Customers announces 2A Aprpr 2 2012012 e discussions with TakeoverTakeover o overver f fromrom D DirectCashirectCash

13 Aug 2009 m potential acquirer PaymentsPayments o off $ $1.271.27 p perer s sharehare

FY09 earnings u 2.00 8,000 l

announcement - o

EBITDA increased v 25 Feb 2010

145% on FY08 d

FY10 interim earnings e

announcement - NPAT of $11.4 d

1.50 million 6,000 a

7 Aug 2009 r Sell 14.17% stake in t

8 Feb 2010 y

Strategic Partners to l

Customers' return of capital i Bendigo and Adelaide ex-date - eight cents per a 1.00 Bank 4,000 share D Customers closing share price 19 May 2011 FY10 earnings outlook - net 0.50 profit before tax expected to 2,000 be $16-$18m

0.00 0

Source: S&P CapitalIQ and Company announcements.

There have been a number of events over the past three years that have impacted the share price for Customers. These are summarised below.

 on 7 August 2009, Bendigo and Adelaide Bank Limited acquired Customers’ 14.17% stake in Strategic Payments Services Pty Ltd for $5 million

 the share price decreased approximately 13.7% from $2.49 on 25 August 2010 to $2.15 on 26 August 2010 following Customers’ reported consolidated earnings result for the full year ended 30 June 2010. While the Company reported significant growth in EBITDA of approximately 55.7%, this result still fell short of market expectations in the wake of the introduction of direct charging and a net increase of approximately 300 ATMs

 the Customers share price decreased approximately 29.1% on 19 May 2011 following Customers’ announcement that the Company expected net profit before tax to be in the range of $16 million to $18 million for FY11 compared with $24.8 million in FY10

 DirectCash entered into a scheme implementation deed on 2 April 2012 to acquire all of the shares in Customers for $1.27. Following the announcement of the Proposal, Customers’ share price increased from $0.92 to $1.24 and has since traded between approximately $1.22 and $1.24 (suggesting that the market is not expecting a higher offer).

Customers Ltd 22

Customers Limited – Scheme Booklet 85 Profile of Customers

Liquidity

Customers’ shares have historically had a moderate level of trading liquidity on the ASX with approximately 65.3% of the total float changing hands within the past 12 months.

An analysis of the trade volumes and liquidity (measured by traded volume as a percentage of shares outstanding) at various intervals is set out below.

Highest Lowest T raded T otal shares Time period closing share closing share volume LiquidityLiquidity outstanding price price (millions)

1 week 0.92 0.85 0.66 134.9 0.5%0.5% 1 Month 0.92 0.80 2.00 134.9 1.5%1.5% 3 Months 1.00 0.80 9.86 134.9 7. .3%3% 6 Months 1.19 0.80 21.85 134.9 16.2%16.2% 12 Months 1.45 0.7 2 88.01 134.9 65.3%65.3%

Source: Bloomberg as at 30 March 2012

Customers Ltd 23

86 Customers Limited – Scheme Booklet 4 Valuation methodologies

4.1 Introduction There is no single generally accepted approach to determining value and the approach adopted depends upon the specific circumstances. PwC Securities has considered common market practices and the valuation methodologies recommended by ASIC Practice Note 43 – “Valuation Reports and Profit Forecasts” and guidance provided by RG 111. The approaches PwC Securities has considered are discussed below. 4.2 Discounted cash flow (“DCF”) approach DCF approaches are premised directly on the principle that the value of a company is dependent upon the future economic benefits it can generate.

This method indicates the value of a business enterprise based on the present value of the free cash flows that the business is expected to generate in the future. Such cash flows are discounted at a discount rate (the cost of capital) that reflects the time value of money and the risks associated with the forecast cash flows.

This approach is typical for companies with:

 high levels of growth

 reasonably accurate forecast cash flows (preferably 5 years)

 earnings or cash flows that are expected to fluctuate from year to year or are of a limited life

 irregular capital expenditure requirements.

4.3 Market based approaches Market based approaches estimate the value of a company through reference to the market value of comparable companies and trading in the company’s own shares. There are a number of variants including the following three approaches:

 capitalisation of earnings - This method is commonly used for the valuation of relatively mature businesses. It involves the application of an earnings multiple (derived from an analysis of comparable companies and/or transactions) to an assessment of the future earnings of a business. The earnings must be maintainable by the business and must not include one-off gains or losses. Hence, this method is generally not appropriate for a business with fluctuating earnings. The method is appropriate for businesses with indefinite lives where stable earnings or trends in earnings are evident.

 dividend based valuations – This approach involve the capitalising the future maintainable dividend payments of the company. The capitalisation rate reflects the investor’s required rate of return. This method is appropriate for companies with:

o stable growth rates and profits

o high payout ratios that approximate the free cash flows to equity

o stable leverage.

Customers Ltd 24

Customers Limited – Scheme Booklet 87 Valuation methodologies

 ASX market price valuation - This valuation approach can be used at the prevailing spot price at the valuation date or VWAP across a given period up to the valuation date, such as 30, 60 or 90 days. ASX Market Price Valuation is an indication of minority interest value if:

o the shares are actively traded

o the market is assumed to be efficient.

4.4 Asset based approach This method analyses the value of the assets used in the business. This is done by separating the business into assets which can be readily sold and determining a value for each asset based on the net proceeds that could be obtained in the market place if the asset were sold. The value of the assets can be determined in the context of:

 orderly realisation - this method estimates the value by determining the net assets of the underlying business including any allowances or costs involved in carrying out the sale. This method is not a valuation under a forced liquidation where the value could be materially different from their market value

 liquidation - this method is based on the premise of a forced sale in terms of liquidation. In this case, the price the assets could be sold at (and hence value) is typically materially lower than their market value

 going concern - this method estimates the value of the net assets on a replacementcostbasis,butdoes not consider realisation costs.

An asset based approach is typically used for asset rich companies, dormant companies or loss making companies. It is usually inappropriate for businesses in which intangible assets are significant, the value of which is usually best determined by reference to future income streams.

4.5 Approach adopted Having regard to the business activities performed, the nature of assets held and the financial information available, PwC Securities has adopted the capitalisation of earnings as the primary valuation approach for Customers.

PwC Securities has adopted the capitalisation of earnings as the primary valuation approach based on the following considerations:

 the established nature of the Customers businesses

 the availability of information in respect of broadly comparable companies and transactions

 the relative stability of earnings trends for Customers.

As a cross-check, PwC Securities has compared the value derived for Customers against a high level DCF valuation, a second capitalisation of earnings calculation using a different earnings metric (EBITDA), and an industry rule of thumb (EV paid per ATM).

Customers Ltd 25

88 Customers Limited – Scheme Booklet 5 Valuation of Customers

5.1 Approach PwC Securities has adopted the capitalisation of maintainable earnings as the primary valuation methodology, specifically a capitalisation of earnings before interest tax and amortisation (“EBITA”).

In selecting the capitalisation of EBITA as the primary methodology, PwC Securities has had regard to the fact that EBITA:

 is not distorted by the effects of different gearing levels or taxation positions of comparable companies

 is not distorted by the difference in amortisation policies or profiles of comparable companies brought about by differences in growth (organic or by acquisition) of comparable companies

 EBITA incorporates depreciation which reflects differences in asset bases between the comparable companies, a key driver of revenue in this industry.

The application of the capitalisation of EBITA approach involves:

 estimating the current level of maintainable EBITA for the business

 determining an appropriate capitalisation multiple

 adjusting the derived value for surplus assets or liabilities.

Each of these elements to the assessment of value are discussed in the sections below.

5.2 Estimate of future maintainable EBITA In determining the level of maintainable EBITA for Customers, PwC Securities has primarily had regard to the underlying (maintainable) EBITA for the latest twelve months (“LTM”) to 31 December 2011, and to a lesser extent, the FY12 earnings guidance Customers has provided to the market.

PwC Securities has relied on the LTM earnings as the level of detail available for the historical earnings is significantly higher than for forecast estimates. The higher level of detail has allowed a greater degree of analysis in assessing an appropriate level of underlying maintainable earnings.

In arriving at the maintainable level of earnings, PwC Securities:

 recognised the historical performance of Customers

 considered the potential normalisation adjustments required to account for one-off or non-recurring items

 considered any additional ongoing expenses or potential cost savings opportunities in the near term.

Customers Ltd 26

Customers Limited – Scheme Booklet 89 Valuation of Customers

The maintainable earnings of a business represents an estimate of the earnings the business could be expected to achieve on a maintainable basis in its current form, under current market conditions and assuming an achievable level of improvement initiatives, subject to the risks of achieving the business improvements in terms of quantum and timing. Customers’ reported earnings for the last twelve months to 31 December 2011 is set out in the table below.

FY 11 2H11 1H12 LT M 30-Jun-11 30-Jun-11 31-Dec-1131-Dec-11 31-Dec-11 Revenue (reported) 124,398 61,603 64,56364,563 126,166 EBITDA (reported) 44,234 20,996 1717 ,383,383 38,37 9 EBITDA margin 36% 34% 27% 30% Depreciation (15,209) (7,169) (7,464)(7 ,464) (14,633) EBITA (reported) 29,025 13,827 9,9199,919 23,7 46 EBITA margin 23% 22% 15% 19% Source: PwC Securities analysis, Customers financial statements Notes: 2H11 financial calculated based on FY11 results less 1H10 financial results HalfHalf yeary ear resultsforresults for thethe 6 monthmonth periodperiod endedended 3131 DecDec 2010201 0 andand 2011201 1 basedbased onon thethe half-yearhalf-y ear reportreport forfor thethe periodperiod endedended 3131 DecDec 2011201 1

In assessing a maintainable level of earnings for Customers, PwC Securities has made the following adjustments to the LTM December 2011 EBITA of $23.7 million:

 added back one-off expenses totalling $1.6 million associated with employee redundancy costs, transaction related expenses and one-off promotional activity

 added back a loss on the disposal of assets of $40,000

 adjusted for the impact of impending regulatory change.Management estimate that the new Victorian gambling legislation and together with pressure to reduce ATM fees in Indigenous communities could negatively impact maintainable revenues by approximately $5 million in the near term. Approximately half of the revenue loss may be offset by Smart Serve which is a new initiative that has been developed to allow cash to be withdrawn by consumers in gaming venues. Management believe that the Smart Serve solution conforms with the draft Victorian gambling legislation. Based on the management estimates of potential net revenue impact, the negative impact on EBITA is estimated at between $300,000 and $1.0 million. This broad range of the estimate reflects the uncertainty regarding the impact of the legislation and the success of Smart Serve

 adjusted for future cost savings initiatives identified. Customers’ management anticipate that cost savings in the order of $2.0 million to $3.0 million will be achieved in FY13. Cost savings initiatives relate to communication technology improvements (for example switching ATMs from dial-up telecommunication to mobile communications), terminating redundant ATM telecommunication lines, optimising resources in certain areas, renegotiation of certain key contracts, and reducing sponsorship programs. The 1H12 trading update identified that certain cost savings initiatives have not yet been implemented due to a “high-level of operational activity in the business”. At the date of this report, management had achieved annualised savings of $1.3 million of the total of $2.0 million t0 $3.0 million, of which, nil is reflected in 1H12. PwC Securities has therefore included an adjustment of approximately $2.5 million for maintainable cost savings. This assessment reflects the inherent uncertainty associated with realising and maintaining the savings.

Customers Ltd 27

90 Customers Limited – Scheme Booklet Valuation of Customers

A summary of the adjustments made to determine Customers’ maintainable EBITA are set out in the table below.

Maintainable earnings adjustments EBITA (reported) 23,7 46 Add back non-recurring items (1) 1,581 Add back (gain)/loss on disposal of assets (2) 40 Adjustment for changes in upcoming legislation (estimated EBITA impact) (3) (650) Adjustment for anticipated cost savings 2,500 Calculated maintainable EBITA 27,217 Assessed maintainable EBITA (rounded) 27,200 Source: PwC Securities analysis

Notes: (1 ) Non-recurring expenses relates to em ploy ee redundancies, transaction related profesional fees, one-off promotional and marketing activity (2) LTMadjustment of$40,000 calculated based on lossof $94,000 in FY11 and a lossof$54,000 in the six months to31 December 2010.

(3) Estimate based on $5 million loss in rev enue relating to impending gambling legislation, offset by $2.5 million revenue increase relating toSmart Serve initiative and an FY11 EBITA margin of 23.3% (estimate rounded).

After adjusting the underlying LTM EBITA of $23.7 million for the factors set out above, PwC Securities has assessed the future maintainable EBITA for Customers to be approximately $27.2 million. This assessment includes the expected financial performance of New Zealand in the current year.

The assessed maintainable EBITA of $27.2 million equates to a maintainable EBITDA of $41.8 million which is consistent with market expectations for Customers in FY13 of $41 million (Deutsche Bank, 31 January 2012) and $40.6 million (Macquarie Research, 28 February 2012).

The implied maintainable EBITDA of $41.8 million represents an EBITDA margin of 33% which falls within the range of EBITDA margins for the selected guideline companies in FY12 of between 13.0% and 34.4% (see chart below). This suggests that the implied maintainable EBITDA margin of 33% for Customers appears a reasonable estimate of a sustainable level of profitability in a mature market.

EBITDAmargintrends - guidelinecompanies

45.0% 40.6% 40.0% Customers Ltd.

33.2% 35.0% CardtronicsInc. 34.4% 30.0% 32.9% 32.6% 28.3% PayPointplc 25.0%

24.0% 23.8% 24.4% 20.0% GlobalCash Access 20.8% 19.7% Holdings, Inc. 15.0% 19.0% DirectCashPaymentsInc. 10.0% 13.0% 11.3% 10.1% EuronetWorldwideInc. 5.0%

0.0% FY10 FY11 FY12(F)

Source: S&P Capital IQ Note: Margins do not necessarily reconcile to reported margins as they are presented net of normalisation adjustments undertaken by S&P Capital IQ. Forecast margins are based on consensus estimates.

Customers Ltd 28

Customers Limited – Scheme Booklet 91 Valuation of Customers

5.3 Estimate of capitalisation multiple

The process of assessing a capitalisation multiple requires consideration of the following:

 observed EBITA multiples of guideline listed companies

 specific growth prospects for the subject company and guideline listed companies

 relative size and scale of the subject company compared to guideline listed companies

 degree of diversification inherent in the subject company compared to guideline listed companies

 the subject company’s market position and the local regulatory environment

 other relevant factors including general economic conditions and degree of relative risk.

Guideline company multiples There are very few listed companies in Australia engaged in directly comparable activities to Customers. While there are a number of smaller listed competitors in Australia including GRG International, Ezeatm and iCash Payment Systems, these companies are generally considered to be thinly traded and therefore an unreliable point of reference. Accordingly, PwC Securities has had regard to the capitalisation multiples of broadly comparable listed companies from other countries including the US, United Kingdom (“UK”) and Canada.

The following table provides a summary of minority interest enterprise value (“EV”) multiples for LTM EBITA, together with the EBITDA and earnings before interest and tax (“EBIT”) multiples of listed Australian and international ATM operators whose activities are broadly comparable to Customers. The LTM EBITA multiples are based on publically available information and do not reflect any premium for control (although the observed multiple for Customers would include a control premium in light of the Proposal). A more detailed summary, including brief descriptions of the business activities of each company, is provided in Appendix D.

Market LTM LT M LT M Financial Guideline listed companies Country capitalisation EV/EBITDA EV/EBIT A EV/EBIT year end $ million multiple m ultiple m ultiple

Customers Limited Australia 3 0-Ju n 124.1 3.9x 7 .4x 9.7 x

Cardtronics Inc. United States 3 1 -Dec 1,115.3 10.7x 1 5.8x 1 9.2x Euronet Worldwide Inc. United States 3 1 -Dec 1,017.9 8.7x 1 1 .1 x 1 5.2x

PayPoint plc United Kingdom 3 1 -Ma r 650.2 10.3x 1 1 .2x 1 1 .3x Global Cash AccessHoldingsInc. UnitedStates 3 1 -Dec 489.8 11.8x 1 3.9x 1 7 .2x DirectCash Payments Inc. Canada 3 1 -Dec 282.0 9.0x 1 0.3x 1 6.2x Ezeatm Limited Australia 3 0-Ju n 18.0 n/m n/a n/m GRG International Limited Australia 3 0-Ju n 16.9 n/m n/m n/m

iCash Payment SystemsLimited Australia 3 0-Ju n 14.3 0.8x 0.9x 1 .0x Global Axcess Corp. United States 3 1 -Dec 12.8 5.6x 1 1 .1 x 23.3x

Mean - Overall 7 .6x 10.2x 14.1x

Median - Overall 8.8x 11.1x 15.7x

Mean - Narrow subset 10.1x 12.5x 15.8x Median - Narrow subset 10.3x 11.2x 16.2x

Not es (1) Multiples calculated as at 30 March 2012 using S&P Capital IQ and publically available company financial statements

Customers Ltd 29

92 Customers Limited – Scheme Booklet Valuation of Customers

In assessing an appropriate EBITA multiple for Customers, PwC Securities has had regard to:

 five of the guideline companies have been assessed to provide a higher degree of comparability based on their operations and respective sizes (refer to narrow/shaded subset in the table on the previous page)

 there tends to be a high degree of correlation between the multiple upon which guideline companies trade and the degree of growth prospects for the business. The chart below illustrates the forecast growth in EBIT from FY11 to FY13 relative to the observed LTM EBIT multiple. The size of the bubble represents the size of the business according to its enterprise value. In general, a higher level of growth appears to directly relate to a higher multiple. This chart has been prepared using EBIT forecasts as forecasts for EBITA are not readily available from consensus earnings estimates

Comparision of forecast EBIT growth and LTM EV/EBIT multiples for the keylisted companies

30.0x

Cardtronics 25.0x GlobalGlobal CashCash AccessAccess DirectCash 20.0x

15.0x Customers

10.0x LTM EV/EBIT multiple Euronet PayPoint 5.0x

0.0x -10.0% -5.0% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0%

FY11 to FY13 EBIT growth (CAGR)

Source: S&P Capital IQ, Company financial statements Notes: (1)Size of bubblerepresents theenterprise value asat 30 March2012 (2)Forecast EBIT growthnot available for DirectCashandassumedto beinlinewithforecast EBITDAgrowth

 in addition, there tends to be a high degree of correlation between the multiple upon which guideline companies trade and the relative size the business. Although DirectCash is the closest guideline company to Customers in terms of size, as the chart below illustrates, there is a marked difference in the enterprise value between Customers and the chosen guideline listed companies.

Customers Ltd 30

Customers Limited – Scheme Booklet 93 Valuation of Customers

Guidelinelisted companies by enterprise value

1,800

1,600

1,400

1,200

1,000

800 $ million

600

400

200

- Customers Cardtronics Euronet PayPointplc GlobalCash DirectCash Limited Inc. Worldwide Access PaymentsInc. Inc. Holdings Inc.

Source: S&P Capital IQ, Company financial statements

 whilst PayPoint plc (“PayPoint”) and Global Cash Access Holdings Inc (“Global Cash”) are broadly similar in size to DirectCash, both guideline businesses are over three times as large as Customers. In addition, PwC Securities consider PayPoint and Global Cash to be less comparable for the following reasons:

o a significant amount of PayPoint’s business activities relate to the operation of point-of-sale terminals that facilitate card transactions for bill payments, mobile phone top-ups and merchant transactions which require a lower level of capital expenditure than the operation of a fleet of ATMs. In FY11, less than 15% of PayPoint’s revenue was derived from ATM transactions. Furthermore the UK market is significantly different to that of the US or Australia as over 97% of ATM transaction volumes in the UK are free of transaction fees29

o Global Cash operates predominately in gaming venues in the US, offering both ATMs and data intelligence services for the gaming industry. The US gaming market offers a larger potential for growth for Global Cash due to a more fragmented regulatory environment.

 whilst the larger guideline companies, Cardtronics Inc (“Cardtronics”) and Euronet Worldwide Inc (“Euronet”), operate in the same industry, these companies are less comparable for the following reasons:

o Cardtronics is significantly more diverse than the other guideline companies. It is the world’s largest ATM operator, with established network in the US, UK, Mexico and Canada. Differences in diversity, scale and growth prospects for Cardtronics relative to the other guideline companies may explain its higher LTM trading multiples

o Euronet is similar in its operations to PayPoint with approximately 14,000 ATM and also 57,000 point-of-sale terminals. Euronet is significantly more diverse than Customers, operating in 150 countries globally.

PwC Securities considers DirectCash to be the most appropriate point of reference for the purpose of determining an EBITA multiple for Customers.

DirectCash currently trades on a multiple of approximately 10.3x LTM EBITA on a minority basis.

29 LINK website

Customers Ltd 31

94 Customers Limited – Scheme Booklet Valuation of Customers

PwC Securities has assessed that the appropriate EBITA multiple for Customers on a minority basis would be at a significant discount to that of DirectCash for the following reasons:

 DirectCash is geographically more diverse than Customers, with operations in Canada, US, UK, Australia and Mexico as an emerging market. The growth potential for Customers is significantly less than DirectCash

 DirectCash is more diverse in terms of its product offering. In addition to ATMs, DirectCash has a pre-paid cards product which contributes approximately half of the company’s operating profit (albeit at marginally lower margins to the ATM segment)

 relative to DirectCash, Customers’ historical track record of earnings growth is arguably not as strong as DirectCash. For example, Customers has reported material reductions to earnings over the past 18 months which were not anticipated by the market

 Customers operates in a market that has a higher degree of regulatory uncertainty than DirectCash. In particular, the regulatory framework for Customers’ ATMs in gaming venues is undergoing a period of flux whereas DirectCash is geographically more diversified thereby mitigating the risk brought about by geographic concentration

 Customers’ earnings from core operations are forecast to decline as a result of pressure from merchants to increase rebates and forecast decrease in transaction volumes in the Australian market. EBITDA margins are expected to decline from 33.2%30 in FY11 to 28.3% in FY12 for Customers (based on consensus estimates), compared to an increase in profitability for DirectCash from 32.6% in FY11 to 34.4% in FY12.

Having regard to this analysis, PwC Securities has adopted an EBITA multiple range of 8.0x to 9.0x maintainable EBITA to value Customers on a controlling interest basis. In adopting this range, PwC Securities has considered the following:

 Customers’ multiple would be at a discount to the DirectCash multiple of maintainable earnings. The DirectCash business is larger, more diversified both geographically and in terms of product mix and also has stronger growth prospects

 wider economic and systematic market factors contribute to DirectCash warranting a higher multiple than an equivalent Australian business. The performance of the wider equity markets for the US and UK, relative to the S&P ASX All Ordinaries index has been substantially greater over the past six months (see chart below).

30 Margins do not necessarily reconcile to reported margins as they are presented net of normalisation adjustments undertaken by S&P Capital IQ

Customers Ltd 32

Customers Limited – Scheme Booklet 95 Valuation of Customers

Key equity market indices for US, UK and Australia for the period 30 March 2009 to 30 March 2012 (rebased at 100)

200

190

180

170

160 S&P 500

150 FTSEAll Share

140 S&P/ASX All Ordinaries 130

120

110

100

Source: S&P CapitalIQ.

The markets movements have translated into an increase in the observed multiples for the guideline companies over the past 18 months as summarised in the table below.

EBITDAmultipletrends -guidelinecompanies

12.0x CardtronicsInc. 11.0x 10.0x EuronetWorldwide 9.0x Inc. 8.0x PayPointplc 7.0x

6.0x GlobalCash Access Holdings, Inc. 5.0x

4.0x DirectCashPayments Jun-10 Dec-10 Jun-11 Dec-11 Inc.

Source: PwC Securities analysis of information obtained from S&P CapitalIQ.

 an appropriate minority interest multiple range for Customers has been estimated at between 7.0x to 7.8x maintainable EBITA. This suggests that the controlling interest multiple range includes a control premium of approximately 20% at the equity level, which PwC Securities considers to be an appropriate premium

 Customers is currently pursuing growth initiatives by establishing a sizeable independent ATM network in New Zealand and by focussing on tendering for major contracts with retail banks and national retailers. The high end of the assessed range of multiples reflects New Zealand delivering positive growth and earnings contributions in FY13 and beyond31

31 Note that EBITA is not expected to be positive in the near term due to the capital investment incurred to date and the future level of investment expected.

Customers Ltd 33

96 Customers Limited – Scheme Booklet Valuation of Customers

 whilst the estimate of maintainable EBITA includes some benefit of the cost improvement initiatives in place, these initiatives have the potential to deliver further earnings growth in the medium term (say 3 to 5 years). However, given the highly competitive market, Customers’ recent rotation in the CEO and CFO positions, and the Company’s evidence of improvement to date, the achievement of such earnings growth is uncertain

 there are significant risks associated with the implementation of the growth and cost savings initiatives. In the case of New Zealand, the risks include deployment and transaction activity uncertainty in what is primarily an EFTPOS based market. The successful tendering of major outsourcing contracts with retail banks and national retailers will depend largely on Customers’ ability to secure contracts in a competitive market which deliver economic returns on invested capital. In relation to the program of discrete cost and efficiency improvements, risks include execution risk and the ability of Customers to sustain these improvements in the long term.

5.4 Non-core surplus assets, liabilities and net debt Surplus assets are those which are not essential to producing the estimated future cash flows or which are in excess of the required operating assets. PwC Securities has not identified any assets considered surplus in nature for Customers; however, PwC Securities has made adjustments for the current net debt position, outstanding liabilities and the payment of the proposed dividend. These adjustments are described below.

 as at 31 March 2012, Customers had a net debt position of $40.4 million based on the management accounts

 management estimate that the cost of an office re-fit for the new premises will be approximately $0.5 million (net of tax, rounded)

 as discussed in Section 3, Customers has a commitment to acquire the residual shareholding in NZ ATM by March 2013. To assess the equity value, PwC Securities has deducted the present value of the expected remaining purchase consideration. The undiscounted value of the consideration is $11.5 million (as set out in Section 3). To assess the present value, the consideration has been discounted at a post-tax cost of debt, based on the one year Australian BBB corporate bond yield of 5.90%. The present value of the consideration as at 31 March 2012 is approximately $11.0 million. PwC Securities’ analysis is set out in the table below.

Present value of NZ ATM acquisition consideration

Valuation date 31-Mar-12

Date of full deployment (five New Zealand banks signed up) 15-Feb-12

Expected payment date (13 months post full deployment date) 15-Mar-13

Time till payment (years) 0.96

Discount rate (1) 4.13%

Discount Factor 0.96

Present Value 11,028

Source: PwC Securities analysis, Bloomberg

Notes: (1) Based on 1 year Australian Corporate BBB yield of5.9% lesstax at 30%

 the cash consideration that has been paid in respect of the fully franked ordinary dividend of 2 cents per share has been deducted to show the net equity value of the business to shareholders

Customers Ltd 34

Customers Limited – Scheme Booklet 97 Valuation of Customers

5.5 Summary value of Customers PwC Securities has assessed the value of a Customers share to be between $1.20 and $1.40, on a standalone, controlling interest basis (as calculated in the table below).

$'000 Low HighHigh

Assessed maintainable EBITA 27 ,200 2727 ,200,200 Assessed multiple 8.0x 9.0x Enterprise value 217 ,600 244,800244,800 Add: cash 1,051 1,0511,051 Less: interest-bearing debt (41,437 ) (41,437)(41,437 ) Less: anticipated office fit out costs (new premises) (500) (500)(500) Less: present value of NZ ATM residual purchase consideration (11,028) (11,028)(11,028) Less: cash payment of fully franked ordinary dividend (2,697 ) (2,697)(2,697 ) Equity value (controlling interest, 100%) 162,988 190,188190,188 Number of ordinary shares outstanding 134,869 134,869134,869 Performance share rights 1,411 1,4111,411 T otal shares outstanding 136,281 136,281136,281

Assessed value per Customer share $1.20 $1.40$1.40

Source: PwC Securities analysis

5.6 Valuation cross-checks

Discounted cash flow calculation

Given the potential for future earnings growth as business improvement initiatives take hold, a cross-check of the capitalisation of earnings valuation has been performed to a high level DCF calculation. As long-term, board approved forecasts have not been provided to PwC Securities, the DCF calculation has been prepared based on key assumptions in relation to earnings growth obtained through discussions with management.

The key assumptions in the discounted cash flow analysis are set out below:

 number of active ATMs:

o approximately 6,600 machines currently for the overall business

o expected to increase by 1,000 machines by FY15

o an additional 150 ATMs per annum thereafter in line with recent trends in the core convenience segment.

 number of transactions per machine is assumed to decline by 5% per annum in line with current trends observed over the past 24 months

 revenue per transaction is assumed to increase by 2.5% per annum (broadly in line with inflation expectations)

Customers Ltd 35

98 Customers Limited – Scheme Booklet Valuation of Customers

 EBITDA margins including cost savings initiatives of approximately 36% in FY13 reverting to 32% in FY16 in line with long term expectations for sustainable margins based on comparable benchmarks

 included cost efficiencies in the order of 5% of total operating expenses per annum that may be available over time relating to global procurement savings across a broader network and alignment with best practices. It is assumed that these are realised from FY14

 future capital expenditure requirements of approximately $20 million in FY13 to FY15 reflecting the investment in additional ATMs and maintainable capital expenditure of approximately $14.5 million per annum thereafter

 working capital movements assumed to be negligible over the forecast period

 a post-tax weighted average cost of capital of between 11.0% and 12.0%

This set of assumptions provides an implied value for Customers of between $1.21 and $1.40 per share. PwC Securities notes that this broadly supports the range of values determined using the capitalisation of earnings methodology ($1.20 and $1.40).

EBIT multiples

PwC Securities has also had regard to the capitalisation of earnings approach using EBIT multiples.

Based on the level of maintainable EBITA set out in Section 5.2 of this report of $27.2 million, an expected maintainable level of amortisation of $7.4 million has been deducted to calculate maintainable EBIT of $19.8 million.

Regard has been given to the guideline company analysis set out in Section 5.3 of this report to assess an appropriate EBIT multiple for Customers. As previously mentioned in this report, comparing EBIT multiples does not provide the best comparability between the selected guideline companies due to differing acquisition/organic growth strategies. Nonetheless, the EBIT multiple provides a useful cross-check and is often referred to by market commentators.

Consistent with the comments set out in Section 5.3 of this report, DirectCash is considered to be the most comparable company to Customers. DirectCash currently trades at a LTM EBIT multiple of 16.2x on a minority interest basis. As noted previously an earnings multiple to be applied to Customers would lie at a significant discount to DirectCash to reflect the limited level of growth opportunities, the smaller scale on which the business operates and lower diversification (and therefore higher level of risk associated). Taking such factors into consideration, PwC Securities has adopted a range of EBIT multiples of between 11.0x and 12.0x LTM earnings.

Applying an EBIT multiple range of between 11.0x and 12.0x (controlling interest basis) to the maintainable EBIT of $19.8 million results in a value per share for Customers of between $1.20 and $1.34, which broadly supports the assessed range determined by capitalising EBITA earnings. The analysis is set out in the table below.

Customers Ltd 36

Customers Limited – Scheme Booklet 99 Valuation of Customers

Maintainable EBIT assuming growth initiative losses continue

$'000 Low HighHigh

Assessed maintainable EBIT 19,800 19,80019,800 Assessed multiple 11.0x 12.0x12.0x Enterprise value 217 ,800 237237 ,600,600 Add: cash 1,051 1,0511,051 Less: interest-bearing debt (41,437 ) (41,437(41,437 ) Less: anticipated office fit out costs (new premises) (500) (500)(500) Less: present value of NZ ATM residual purchase consideration (11,028) (11,028)(11,028) Less: cash payment of fully franked ordinary dividend (2,697 ) (2,697)(2,697 ) Equity value (controlling interest, 100%) 163,188 182,988182,988 Number of ordinary shares outstanding 134,869 134,869134,869 Performance share rights 1,411 1,4111,411 T otal shares outstanding 136,281 136,281136,281

Assessed value per Customer share $1.20 $1.34$1.34

Source: PwC Securities analysis

Transaction multiples

Regard has also been given to recent transaction multiples within the ATM industry as summarised in the table below. These reported multiples include a takeover premium.

Implied 100% EV/ATEV/AT M LT M LT M LT M Acquisition % shares EV T arget Acquirer Country ($'0($'0 0000 perper EV/Revenue EV/EBIT DA EV/EBIT date acquired Local ATM)AT M) multiple multiple multiple Currency 06-Apr-12 Saratoga Electronic Solutions Inc. Access Cash Canada 100% 1.8 $3.9$3.9 0.4x 4.2x 8.4x 10-Jan-12 Undisclosed(50ATMsites) GlobalAxcessCorp. United States 100% 0.2 $4.2$4.2 0.5x 2.2x n/a 01-Dec-11 iCash Payment Systems Ltd Ezeatm Ltd Australia 100% 16.0 $10.0$10.0 0.2x 1.3x 1.5x 22-Nov-11 Rocky MountainATMInc. GlobalAxcessCorp. United States 100% 1.5 $6.4$6.4 n/a n/a n/a 15-Aug-11 AccesstoMoney,Inc Cardtronics Inc United States 100% 24.7 $2.3$2.3 1.1x 2.8x 4.7 x 08-Aug-11 MyATM Customers Ltd Australia 100% 0.8 $6.5$6.5 n/a n/a n/a

Edc ATMSubsidiary, LLC &Efmark 21-Jun-11 Cardtronics Inc United States 100% 145.0 $37.0$37 .0 2.8x 10.4x 113.3x Deployment I, Inc

09-Dec-10 FMiATMInc GlobalAxcessCorp. United States 100% 1.0 n/an/a n/a n/a 7 .5x 23-Nov-10 KeycardATMPtyLtd Customers Ltd Australia 100% 3.3 $29.2$29.2 n/a n/a n/a

eFunds Pty Ltd, ATM Serve Pty Ltd and 15-Nov-10 GRG International Ltd Australia 100% 15.0 $52.1$52.1 1.4x 4.2x n/a Electronic Retail Solutions Business

31-Jul-10 CashlineInc. DirectCash ATM Processing Partnership Canada 100% 16.1 $20.9$20.9 n/a n/a n/a 22-Oct-07 NewZealandATMServicesLtd Customers Ltd New Zealand 25% 4.0 n/an/a n/a n/a n/a 01-Jun-07 7-ElevenInc,U.S.ATMOperations Cardtronics Inc United States 100% 137 .3 $30.1$30.1 0.6x 2.9x 6.0x 29-Dec-06 ATM Solutions Australasia Pty Ltd Customers Ltd Australia 100% 132.5 $40.2$40.2 n/a n/a n/a 03-Apr-06 MonetaSystems,Inc DirectCash ATM Processing Partnership Canada 100% 4.8 $21.9$21.9 n/a n/a n/a 13-Jul-06 NoteMachine Limited (Scott Tod plc) Rutland Parters LLP; The Rutland Fund, L.P UnitedKingdom 100% 7 .4 $9.0$9.0 0.8x 7 .6x n/a 05-Sep-05 Capital ATM Pty Ltd Customers Ltd Australia 100% 4.0 $20.0$20.0 n/a n/a n/a 14-Jul-05 Money box plc Cardpoint plc UnitedKingdom 100% 92.0 $7$7 6 6.4.4 2.1x 14.6x 47 .0x 24-Dec-04 St George Bank Ltd Customers Ltd Australia 100% 38.0 $54.3$54.3 n/a 91.3x n/a 01-Jul-04 PayPointplc Group of institutional investors United Kingdom 54% 63.4 n/an/a 0.9x 7 .7 x 11.3x Mean $25.0$25.0 1.1x 13.6x 25.0x Median $20.9$20.9 0.9x 4.2x 7 .9x

Source: S&P Capital IQ, press releases, target company financial statements, PwC Securities analysis

Although there have been a number of transactions since 2004, in most cases the target company revenue and profit metrics were not publically disclosed. Given the lack of available information, PwC Securities has sought to determine the enterprise value (“EV”) paid per ATM to provide a cross-check to the assessed valuation range.

Customers Ltd 37

100 Customers Limited – Scheme Booklet Valuation of Customers

Customers is significantly larger than the size of the transactions observed. Greater weight has been placed on the multiples implied by the larger transactions which are more comparable in size to Customers, summarised as follows:

o Cardtronics’ acquisition of Edc ATM Subsidiary, LLC & Efmark Deployment I, Inc in June 2011 at an ATM multiple of $37,000 per machine

o Cardtronics’ acquisition of 7-Eleven Inc, U.S. ATM Operations in June 2007 at an ATM multiple of $30,100 per machine

o Customers’ acquisition of ATM Solutions Australasia Pty Ltd in December 2006 at an ATM multiple of $40,200 per machine.

The assessed valuation range for Customers of $1.20 to $1.40 implies an EV paid per ATM multiple of $33,100 to $37,200 per machine. This implied range lies within the range of amounts paid per ATM for the three more comparable transactions of between $30,100 and $40,200 per machine.

Customers Ltd 38

Customers Limited – Scheme Booklet 101 6 Evaluation of the Proposal

6.1 Conclusion

PwC Securities is of the opinion that the Proposal is in the best interests of Customers shareholders, in the absence of a superior proposal.

The Proposal delivers a value within PwC Securities’ assessed value range for Customers. Unless a superior alternative proposal emerges prior to the Scheme meeting, Customers shareholders are likely to be better off voting in favour of the DirectCash Proposal.

PwC Securities has formed its opinion by considering both the fairness of the Proposal Consideration and the reasonableness of the Proposal having had regard to the advantages and disadvantages accruing to Customers shareholders.

6.2 Consideration of fairness

PwC Securities has valued the equity in Customers in the range of 163.0 million to $190.2 million which corresponds to a value of $1.20 to $1.40 per share. This value was assessed by aggregating the estimated value of the Customers operations after deducting net debt and future liabilities. The assessed value represents the underlying value of Customers equity assuming that 100% of the Company were to be acquired (inclusive of a control premium). This value exceeds the price at which Customers would be expected to trade on the Australian share market in the immediate term, in the absence of the Proposal or some similar expected transaction.

The table below sets out a comparison of the assessed value of a Customers share, including a control premium, to the Proposal Consideration.

Consideration of fairness Low High

Assessed value of a Customers share (Section 5.5) $1.20 $1.40 Proposal Consideration (cash) $1.27 $1.27 Premium / (discount) 6% -9%

Source: PwC Securities analysis

The Proposal Consideration is $1.27 cash for each Customers share which is above the low end of the range that PwC Securities considers represents the underlying value of a Customers share. Accordingly, PwC Securities considers that the Proposal Consideration is “fair” and that Customers shareholders are receiving a full control premium under the Proposal.

6.3 Consideration of reasonableness

PwC Securities has concluded that the Proposal is fair. In accordance with Regulatory Guide 111, the Proposal is therefore also considered reasonable. However, in support of the overall conclusion, consideration has been given to the advantages and disadvantages and other matters relevant to the Customers shareholders if they vote in favour of, or against, the Proposal. These are set out below.

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102 Customers Limited – Scheme Booklet Evaluation of the Proposal

Advantages

The Proposal Consideration represents a significant premium to the Customers share price

The Proposal is the culmination of a series of events that commenced in June 2011 when DirectCash first tabled the idea of a potential transaction with Customers. On 17 October 2011, Customers announced to the market that it had held discussions with a potential purchaser of the Company.

The three month volume-weighted average price (“VWAP”) for a Customers share prior to the announcement of discussions with a potential purchaser on 17 October 2011 was $0.82. The Proposal Consideration gross of the fully franked cash dividend (2 cents per share) that was permitted to be paid to shareholders (i.e. $1.29) represents a 58% premium over the three month VWAP prior to the potential purchaser discussions announcement.

Following an extensive process of discussions and due diligence with DirectCash and other potential purchasers, on 2 April 2012, Customers announced that it had executed a Scheme Implementation Deed with DirectCash.

The Proposal Consideration (gross of the cash dividend) represents a 41% premium to the Customers VWAP of $0.92 for the business day immediately prior to the announcement and a 48% premium over the three month VWAP to 31 March 2012 of $0.87. It is likely that the share price immediately prior to the Proposal announcement reflected at least some expectation that a bid from a potential purchaser would emerge (i.e. due to the early announcement in October, albeit some time has elapsed since).

Premium over historical share prices Share price Offer PremiumPremium Period VWAP ($) (1) premium grossgross ofof dividenddividend Pre-initial discussions announcement One day 14-Oct-11 1.08 17% 19% Onemonth 15-Sep-11 - 14-Oct-11 0.82 55% 57% Threemonth 15-Jul-11 - 14-Oct-11 0.82 55% 58% Pre-recommended offer announcement One day 30-Mar-12 0.92 38% 41% Onemonth 1-Mar-12 - 30-Mar-12 0.86 47 % 50% Threemonth 3-Jan-12 - 30-Mar-12 0.87 46% 48%

Source: Bloomberg and S&P CapitalIQ Notes: (1) VWAP - Volume-weighted average share price

The share price for Customers is likely to trade below $1.27 in the absence of the Proposal

Absent the Proposal (or a higher alternative offer), shareholders may only realise their investment by selling shares on market at a price that is likely to not include any takeover premium and may be reduced by transaction costs (i.e. brokerage fees). Customers’ shares were trading at approximately $0.83 in early October 2011 prior to the announcement that discussions were being held with a potential purchaser. In the period since October 2011, the Australian share market has been relatively volatile; however, indices are currently at similar levels to those observed in October.

Following the announcement of the Proposal, Customers’ share price increased from $0.92 to $1.24 and has since traded between approximately $1.22 and $1.24 (suggesting that the market is not expecting a higher offer).

Customers Ltd 40

Customers Limited – Scheme Booklet 103 Evaluation of the Proposal

In the absence of the Proposal (and assuming there is no expectation of an alternative offer), it is likely that for the foreseeable future Customers shares would trade at prices below the Proposal Consideration. In all likelihood the shares would trade nearer the prices observed in the two months prior to October 2011.

The Proposal Consideration provides value to Customers shareholders that may otherwise only be realised over an extended period of time

The Proposal provides a certain and immediate cash value for Customers shareholders. The Proposal provides a liquidity event for all Customers shareholders to realise their investment in Customers inclusive of a control premium. With approximately 48.7%32 of Customers shares being held by the four largest shareholders, the moderate level of liquidity in the public market would make it unlikely that all shareholders would be able to exit their investment without causing significant downward pressure on the Customers share price.

It is conceivable that comparable value may be delivered to shareholders if Customers continued to operate on a standalone basis; however, this may only be achieved over time and requires a material improvement in the Customers business. Customers management expect growth in earnings over the next five years from initiatives which are underway but yet to be realised and are uncertain. The initiatives primarily relate to establishing a sizeable independent ATM network in New Zealand, the successful tendering of major outsourcing contracts with retail banks and national retailers, and a program of discrete cost and efficiency improvements.

In New Zealand approximately 585 Customers ATMs have been installed with a further 244 merchant contracts having been signed as at 31 March 2012. Management consider the New Zealand market to have the potential to support between 2,000 and 2,500 independent ATMs based on market and population sizing analysis. Management view New Zealand to be a material platform for growth with the potential to deliver a positive earnings before interest, tax, depreciation and amortisation (“EBITDA”) in FY13.33

Growth from the tendering of major outsourcing contracts with banks and national retailers is evidenced by the signing of contracts with Bank of Queensland and Coles Express.

There is a range of risks that may inhibit the delivery of these growth initiatives, some of which are outside of the control of management. In the near term, these initiatives require significant capital investment.

Furthermore, following the introduction of direct charging reforms in 2009, trends in margins for Customers relative to the selected guideline listed companies (illustrated in the chart below) suggest that current margins in Australia fall within a range expected of a mature market.

32 Source: Customers management.

33 Note that earnings before interest, tax and amortisation (“EBITA”) for the New Zealand operations is not expected to be positive in the near term due to the capital investment incurred to date and the future level of investment expected.

Customers Ltd 41

104 Customers Limited – Scheme Booklet Evaluation of the Proposal

EBITDAmargintrends - guidelinecompanies

45.0% 40.6% 40.0% Customers Ltd.

33.2% 35.0% CardtronicsInc. 34.4% 30.0% 32.9% 32.6% 28.3% PayPointplc 25.0%

24.0% 23.8% 24.4% 20.0% GlobalCash Access 20.8% 19.7% Holdings, Inc. 15.0% 19.0% DirectCashPaymentsInc. 10.0% 13.0% 11.3% 10.1% EuronetWorldwideInc. 5.0%

0.0% FY10 FY11 FY12(F)

Source: S&P Capital IQ. Note: Margins do not necessarily reconcile to reported margins as they are presented net of normalisation adjustments undertaken by S&P Capital IQ. Forecast margins are based on consensus estimates.

Significant levels of transaction volume or price growth would be required in order to restore Customers’ profitability to FY10 levels. This level of growth is challenging given Customers’ exposure to increased competition in its core operations, continued deterioration in transaction volumes and higher rebates (as discussed in Section 3), and additional challenges that the business will face (e.g. the removal of ATMs from Victorian gaming venues from July 2012 under Victorian Gambling Legislation).

Customers’ current EBITDA margin of 33.2% lies slightly above the top end of the range of EBITDA margins for guideline companies of between 10.1% and 32.6%, however Customers’ margin is declining (FY12 consensus estimate of 28.3%) and is expected to fall within the range of EBITDA margins for the guideline companies in FY12 of between 13.0% and 34.4%.

In the context of these opportunities and challenges, risks and uncertainties, the certainty of value delivered by the Proposal is considered to be attractive to Customers shareholders.

The prospects of a higher alternative offer are unlikely

As at the date of this report, PwC Securities is not aware of any superior offer for Customers.

Significant time has elapsed since the announcement of Customers engaging in discussions with a potential purchaser on 17 October 2011. In addition, several weeks have lapsed between the date the Proposal was announced and the date of this report during which time a superior offer has not emerged. Customers appointed financial advisors and held discussions with a number of other potential purchasers prior to entering into the Scheme Implementation Deed.

If the Proposal Consideration is less than what other potential purchasers may be prepared to offer, others may be encouraged to enter the sale process. There is sufficient time for an alternative superior offer to emerge before the Scheme meeting and DirectCash does not hold a blocking stake impeding an alternative offer.

The prospects of an alternative offer may be diminished by the Scheme Implementation Deed provisions including no-shop, no-talk, notification and matching right obligations.

Based on the forgoing, the prospects of a higher alternative offer are considered to be remote.

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Customers Limited – Scheme Booklet 105 Evaluation of the Proposal

Continued ownership uncertainty has the potential to be damaging for the business

On 17 October 2011, Customers announced that it was participating in discussions with a potential purchaser. These discussions have been protracted and most likely a distraction for management from the day to day operations of the business. If the Proposal is not approved, discussions may possibly continue with potential purchasers which may result in delays in the realisation of growth and cost saving initiatives.

Disadvantages

If the current Proposal is rejected, DirectCash may conceivably improve its offer

In the event that the Proposal is not approved, it is possible that DirectCash may improve its offer. This is unlikely given that the purchaser has already participated in lengthy discussions and full due diligence over a protracted period of time and the approach taken by Customers’ board in considering other prospects which has resulted in a Proposal that is unanimously recommended by Customers’ board.

Customers has the potential to deliver value for shareholders in excess of $1.27 per share, albeit over an extended term

The Company has the potential to secure its position as the largest independent ATM operator in New Zealand which is still in the early stages of development as a platform for growth. Further growth opportunities are being pursued in the tendering of major outsourcing contracts with retail banks and national retailers. In addition, Customers has identified and implemented a number of operating cost savings initiatives which it expects to deliver over the next twelve months. If these strategies are successfully implemented then it is possible that Customers’ share price will exceed the Purchase Consideration. Given the time frame for realising the strategies, it is unlikely that the share price would rise above the Purchase Consideration in the near term. Furthermore, there are risks associated with the growth and cost saving initiatives. If these growth and cost saving initiatives are not achieved there is potential for the share price in the medium to long term to remain below $1.27 per share.

It may not be an advantageous time to sell shares in Customers

The Proposal has coincided with a low point in the financial and operating performance of Customers (evidenced by the decline in reported EBITDA since FY10), a period of change in senior management positions, and adverse external market conditions. Accordingly, it may not be an advantageous time for shareholders in the Company to divest their interests.

There is no synergistic participation for Customers shareholders

Given that the Proposal Consideration is cash and not scrip, Customers shareholders will not participate in potential benefits associated with any synergies available to DirectCash if the Proposal proceeds.

Forfeit of opportunity to participate in a control transaction

In the event that Customers shareholders accept the Proposal, they will lose the opportunity to participate in a future control transaction that may otherwise arise relating to Customers.

The Proposal may act as a catalyst for a superior offer by establishing a clear value point of reference and a timetable within which a potential purchaser may choose to act. An alternative bidder would face some hurdles based on the provisions set out in the Scheme Implementation Deed; however, it would nevertheless be sensible

Customers Ltd 43

106 Customers Limited – Scheme Booklet Evaluation of the Proposal

for shareholders to defer any voting decision until the date of the Scheme meeting, subject to an individual shareholder’s circumstances and the trading prices of Customers shares.

In the event that an alternative superior offer does not emerge in advance of the Scheme meeting, the decision for shareholders is essentially between the Proposal and a standalone growth and business improvement strategy. While a growth and business improvement strategy may deliver value for shareholders, these are subject to significant delivery risk and the expectation of continued competition. Additionally, the Customers’ share price is likely to remain below the Proposal Consideration and PwC Securities’ assessed value until improvement in financial performance is demonstrated (or reasonably expected in the near term). The Proposal Consideration is greater than the low end of the assessed value range, and will deliver a certain cash value to shareholders which is at a substantial premium relative to prior trading activity.

Based on the forgoing, if no alternative superior offer emerges prior to the Scheme meeting, PwC Securities considers that the Proposal is in the best interests of Customers shareholders.

As the Scheme is an integral component of the Proposal, the Scheme is also in the best interests of the Customers shareholders.

Other matters

An individual shareholder’s decision in relation to the Proposal may be influenced by his or her particular circumstances. In undertaking the assessment, PwC Securities has considered the Proposal from the perspective of Customers shareholders as a whole. PwC Securities has not considered the effect of the Proposal on the particular circumstances of individual Customers shareholders, nor has it considered their individual objectives, financial situation or needs. Individual Customers shareholders will have varying financial and tax circumstances and it is not practical or possible to consider the implications of the Proposal on individual Customers shareholders as their respective financial circumstances are not known to PwC Securities. Due to particular circumstances, individual shareholders may place different emphasis on various aspects of the Proposal from that adopted in this report. Accordingly, individual shareholders may reach different conclusions as to whether they should vote in favour of the Proposal. Individual Customers shareholders should seek their own financial advice.

PwC Securities has prepared a Financial Services Guide as required by the Corporations Act 2001. This is included as Appendix A to the independent expert’s report attached.

PwC Securities’ full opinion on the proposed transaction, and the reasoning behind its opinion, is included in this report. PwC Securities recommends that Customers shareholders read the entire report and the Scheme Booklet before deciding whether or not to approve the Proposal.

The qualifications, declarations, disclaimers and consents contained in appendices to this independent expert’s report form an integral part of, and should be read with, this report.

Customers Ltd 44

Customers Limited – Scheme Booklet 107 Appendices

Appendix A Financial Services Guide 46 Appendix B Sources of information 48 Appendix C Qualifications, disclaimers and consents 49 Appendix D Guideline companies 51 Appendix E Glossary of terms 53

Customers Ltd

108 Customers Limited – Scheme Booklet Appendix A Financial Services Guide

PricewaterhouseCoopers Securities Limited This Financial Services Guide (“FSG”) is dated 11 May 2012.

About us PwC Securities (ABN 54 003 311 617, Australian Financial Services Licence No 244572) has been engaged by Customers to provide a report in the form of an independent expert’s report (“IER”) for inclusion in this Scheme Booklet.

You have not engaged us directly but have been provided with a copy of the IER as a retail client because of your connection to the matters set out in the IER.

This Financial Services Guide This FSG is designed to assist retail clients in their use of any general financial product advice contained in the IER. This FSG contains information about PwC Securities generally, the financial services we are licensed to provide, the remuneration PwC Securities may receive in connection with the preparation of the IER, and how complaints against us will be dealt with.

Financial services we are licensed to provide Our Australian Financial Services Licence allows us to provide a broad range of services, including providing financial product advice in relation to various financial products such as securities, interests in managed investment schemes, derivatives, superannuation products, foreign exchange contracts, insurance products, life products, managed investment schemes, government debentures, stocks or bonds and deposit products.

General financial product advice The IER contains only general financial product advice. It was prepared without taking into account your personal objectives, financial situation or needs.

You should consider your own objectives, financial situation and needs when assessing the suitability of the IER to your situation. You may wish to obtain personal financial product advice from the holder of an Australian Financial Services Licence to assist you in this assessment.

Fees, commissions and other benefits we may receive PwC Securities charges fees to produce reports, including this IER. These fees are negotiated and agreed with the entity who engages PwC Securities to provide a report. Fees are charged on an hourly basis or as a fixed amount depending on the terms of the agreement with the person who engages us.

Directors, authorised representatives or employees of PwC Securities, PricewaterhouseCoopers (“PwC”), or other associated entities, may receive partnership distributions, salary or wages from PwC.

Associations with issuers of financial products PwC Securities and its authorised representatives, partners, employees and associates may from time to time have relationships with the issuers of financial products. For example, PwC may be the auditor of, or PwC Securities may provide financial advisory services to, the issuer of a financial product in the ordinary course of its business.

Customers Ltd 46

Customers Limited – Scheme Booklet 109 Financial Services Guide

Complaints If you have a complaint, please raise it with us first, using the contact details listed below. We will endeavour to satisfactorily resolve your complaint in a timely manner. In addition, a copy of PwC Securities’ internal complaints handling procedure is available upon request. If we are not able to resolve your complaint to your satisfaction within 45 days of your written notification, you are entitled to have your matter referred to the Financial Industry Complaints Service (“FICS”), and external complaints resolution service. You will not be charged for using the FICS service.

Contact details PwC Securities can be contacted by sending a letter to the following address:

Mr Nigel Smythe Authorised Representative PricewaterhouseCoopers Securities Limited GPO Box 1331L MELBOURNE VIC 3001

Customers Ltd 47

110 Customers Limited – Scheme Booklet Appendix B Sources of information

In preparing this independent expert’s report, PwC Securities has had access to and relied upon the following major sources of information:

 Customers Ltd Annual and Interim Reports (audited) for the five years ended 30 June 2011  Various management reports and information provided by Customers (including YTD financial statements for the 9 months ended 31 March 2012)  DirectCash Payments Inc. Annual Report (audited) for the year ended 31 December 2011  Cardtronics Inc. Annual Report (audited) for the year ended 31 December 2011  Euronet Worldwide Inc. Annual Report (audited) for the year ended 31 December 2011  Global Cash Access Holdings Inc. Annual Report (audited) for the year ended 31 December 2011  PayPoint plc Annual Report (audited) for the year ended 31 March 2011 and Interim Report for the half year ended 30 September 2011  Ezeatm Ltd Annual Report (audited) for the year ended 30 June 2011 and Interim Report for the half year ended 31 December 2011  GRG International Ltd Annual Report (audited) for the year ended 30 June 2011 and Interim Report for the half year ended 31 December 2011  iCash Payment Systems Ltd Annual Report (audited) for the year ended 30 June 2011 and Interim Report for the half year ended 31 December 2011  Global Axcess Corp. Annual Report (audited) for the year ended 31 December 2011  Information on comparable listed companies from information vendors (Bloomberg and S&P Capital IQ)  Information on comparable transactions from various company reports, company websites, industry websites and media releases  Share market data and related information from information vendors (Bloomberg and S&P Capital IQ)  Various broker reports concerning Customers Ltd and the comparable listed companies  Bank for International Settlements Report dated January 2012, Statistics on payment, clearing and settlement systems in the CPSS countries  Retail Banking Research Report dated November 2011, Global ATM Market and Forecasts to 2016: Executive Summary for Participants  Edgar, Dunn & Company Report, 2010 Australian ATM Market Study Report  Edgar, Dunn & Company, Global Trends in Payment Systems: Summary of 2011 Survey Findings  Australian Payments Clearing Association Report, Annual Review 2011  RBA Report dated June 2010, Reform of the ATM System – One Year On  RBA Report dated March 2011, The ATM Reforms – New Evidence from Survey and Market Data  RBA Report dates September 2011, Cash Use in Australia: New Survey Evidence  IBISWorld Industry Report dated September 2011, Number of ATMs  Discussions and correspondence with Customers Ltd management and the Chairman  Other publicly available information including company web sites, government statistical data sets, industry web sites, media releases and ASX announcements.

PwC Securities has not performed an audit, review or any other verification of the information presented to it. Accordingly, PwC Securities expresses no opinion on the reliability of the information supplied to it.

Customers Ltd 48

Customers Limited – Scheme Booklet 111 Appendix C Qualifications, disclaimers and consents

Qualifications PricewaterhouseCoopers Securities Ltd (“PwC Securities”) is a member of PwC Australia (“PwC”), a large international firm of Chartered Accountants which has had extensive experience in providing corporate financial advice and in the preparation of independent expert’s reports (“IERs”). PwC Securities is a licensed Dealer (No 11203) under the Corporations Act. The individuals responsible for the preparation of this report are Nigel Smythe, John Studley and Paul Tasker.

Mr Nigel Smythe is an associate of The Institute of Chartered Accountants in Australia and a Senior Fellow of the Financial Services Institute of Australia. He holds a Bachelor of Business and a Graduate Diploma in Applied Finance and Investment. He has in excess of 15 years experience preparing IER’s and business valuations. He is a Partner with PwC and is an authorised representative of PwC Securities.

Mr John Studley is a Fellow of the Financial Services Institute of Australasia the Institute of Chartered Accountants and the Society of Certified Practising Accountants in Australia. He is also an adjunct professor in Business Valuation at the University of Technology, Sydney. He holds a Bachelor of Economics and a Masters of Business Administration. He has 23 years experience with PwC. He is also a partner of PwC and is an authorised representative of PwC Securities.

Mr Paul Tasker has more than 13 years of valuation and corporate finance related experience with PwC and its legacy firms. He is a lecturer on valuations for the Financial Services Institute of Australasia. He holds a Bachelor of Business Science with dual majors in Finance and Management Information Systems.

Declarations Neither PwC Securities nor PwC has any interest in the outcome of the Offer. PwC Securities is entitled to receive a fixed fee for the preparation of this IER of approximately $100,000 and will be reimbursed for out of pocket expenses incurred. The fee payable to PwC Securities is payable regardless of the outcome of the proposal. In addition, PwC Securities has been indemnified by Customers in relation to any claim arising from or in connection with its reliance on information provided by Customers. None of PwC Securities, PwC, Mr Smythe nor Mr Studley nor Mr Tasker hold shares/units in Customers and have not held any such beneficial interest in the previous two years.

In August 2011, PwC provided independent advice to Customers relating to impairment testing for financial reporting purposes (under AASB 136 – Impairment of Assets) for the financial year ended 30 June 2011.

Mr Ross M Herron, a director of Customers is a retired partner of PwC having retired in December 2002. Since his retirement he has had no ongoing role in the management or operation of PwC.

Purpose of Report This IER has been prepared at the request of the Directors of Customers for inclusion in the Scheme booklet (the “Scheme Booklet”) and should not be used for any other purpose. In particular, it is not intended that this IER should serve any purpose other than an expression of the opinion on whether the Proposal is in the best interests of the shareholders of Customers. This IER has been prepared solely for the benefit of the Directors of Customers and for the benefit of those persons not associated with DirectCash who hold shares in Customers. Neither the whole or any part of this IER nor any reference to it may be included in or attached to any document, circular, resolution, letter or statement (other than the Scheme Booklet mentioned above) without the prior written consent of PwC Securities to the form and context in which it appears.

Customers Ltd 49

112 Customers Limited – Scheme Booklet Qualifications, disclaimers and consents

Special note regarding forward-looking statements and forecast financial information Certain statements in this IER may constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance and achievements of Customers, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, the following:

 general economic conditions

 the future movements in interest rates and taxes

 the impact of terrorism and other related acts on broader economic conditions

 changes in laws, regulations or governmental policies or the interpretation of those laws, the regulations or Customers in particular

 other factors referenced in this IER.

Disclaimer and consents PwC Securities has consented to the inclusion of this IER in the form and context in which it is included as an appendix to the Scheme Booklet. PwC Securities’ sole involvement in the Scheme Booklet has been the preparation of this IER and PwC Securities' liability is limited to the inclusion of this IER in the Scheme Booklet. PwC Securities has not been involved in, makes no representation regarding, and has no liability for, any other statements or other material in, or any omissions from, the Scheme Booklet.

In preparing this IER, Customers has indemnified PwC Securities, PwC and its employees, officers and agents against any claim, liability, loss or expense, cost or damage, including legal costs on a solicitor client basis, arising out of reliance on any information or documentation provided by Customers which is false and misleading or omits any material particulars or arising from a failure to supply relevant documentation or information.

In addition, Customers has agreed that if it makes any claim against PwC or PwC Securities for loss as a result of a breach of contract, and that loss is contributed to by its own actions, then liability for its loss will be apportioned and is appropriate having regard to the respective responsibility for the loss, and the amount Customers may recover from PwC Securities will be reduced by the extent of its contribution to that loss.

APES 225 “Valuation Services” This IER has been prepared in accordance with APES 225 “Valuation Services”.

Customers Ltd 50

Customers Limited – Scheme Booklet 113 Appendix D Guideline companies

Company Description Cardtronics Inc. Cardtronics Inc.,Inc., togethertogether withwith itsits subsidiaries,subsidiaries, providesprovides automatedautomated consumerconsumer financialfinancial servicesservices throughthrough its network of ATMs and multi-function financial services kiosks. As of 31 December 2011, it offered services to approximately 52,900 devices across its portfolio throughoutthroughout thethe UnitedUnited States,States, thethe UnitedUnited Kingdom, Mexico and Canada. ItsIts ATMsATMs andand financialfinancial servicesservices kioskskiosks offeroffer cashcash dispensingdispensing andand bankbank accountaccount balancebalance inquiryinquiry services,services, asas wellwell asas billbill payments,payments, checkcheck cashing,cashing, remoteremote deposideposit capture, and moneymoney transfertransfer services.services. InIn addition,addition, thethe companycompany providesprovides monitoring,monitoring, maintenance,maintenance, cashcash management,management, customercustomer service,service, andand transactiontransaction processingprocessing services.services. Further,Further, itit partnerspartners withwith nationalnational financial institutions to brand its ATMs and financialcial servicesservices kioskskiosks withwith theirtheir logos.logos. Additionally,Additionally, itit provides financial institutions with surcharge-freefree programprogram throughthrough itsits AllpointAllpoint network.network. CardtronicsCardtronics Inc. was founded in 1989 and is headquartered in Houston, Texas. EuronetWorldwideInc. Euronet WorldwideWorldwide Inc.Inc. providesprovides paymentpayment andand transactiontransaction processingprocessing andand distributiondistribution solutionssolutions toto financialfinancial institutions,institutions, retailers,retailers, serviceservice providers,providers, andand individualindividual consumersconsumers throughout 150 countries worldwide. The company operates in three segments: EFT Processing,ing, epay,epay, andand MoneyMoney Transfer.Transfer. TheThe EFTEFT ProcessingProcessing segmentsegment providesprovides electronicelectronic paymentpayment solutionssolutions consistingconsisting ofof ATM network participation, outsourced ATM and point-of-salesale (POS)(POS) managementmanagement solutions,solutions, creditcredit andand debitdebit cardcard outsourcing,outsourcing, cardcard issuing, and merchant acquiring services; advertising, asas wellwell asas otherother ancillaryancillary services.services. As ofof 31 December 2011, it processed transactionsansactions forfor a networknetwork ofof 14,22414,224 ATMsATMs andand approximatelyapproximately 57,00057,000 POSPOS terminals.terminals. TheThe epayepay segmentsegment engagesengages inin thethe electronicelectronic distributiondistribution ofof prepaidprepaid mobilemobile airtimeairtime andand otherother electronicelectronic paymentpayment products.products. TheThe MoneyMoney TransferTransfer segmentsegment providesprovides consumerconsumer-to-consumer money transfer services through a network of sending agents and company-ownedowned storesstores inin NorthNorth AmericaAmerica andand Europe.Europe. EuronetEuronet WorldwideWorldwide Inc.Inc. waswas foundedfounded inin 19941994 andand isis headquarteredheadquartered inin Leawood,Leawood, Kansas.Kansas. Global Cash Access Holdings Global Cash Access Holdingsdings Inc.,Inc., throughthrough itsits subsidiaries,subsidiaries, providesprovides cashcash accessaccess andand datadata intelligenceintelligence Inc. servicesservices andand solutionssolutions toto thethe gaminggaming industryindustry inin thethe UnitedUnited StatesStates andand internationally.internationally. ItsIts cashcash accessaccess products and services include Casino Cash Plus 3-in-1 ATM, a cash-dispedispensing machine that offers patrons to access cash through ATM cash withdrawals, point-of-salesale debitdebit cardcard transactions,transactions, andand creditcredit cardcard cashcash accessaccess transactions;transactions; checkcheck verificationverification andand warrantywarranty services,services, whichwhich allowallow gaminggaming establishments to manage and reduce risksrisks onon patronpatron checkschecks thatthat theythey cash;cash; QuikCash,QuikCash, a nonnon-ATM cash accessaccess kiosks;kiosks; andand moneymoney transfertransfer services.services. InIn addition,addition, itit providesprovides informationinformation services,services, suchsuch asas CentralCentral Credit,Credit, a gaminggaming patronpatron creditcredit bureaubureau thatthat allowsallows gaminggaming establishmentsestablishments inin creditcredit-granting decisions. Further,Further, thethe companycompany offersoffers cashlesscashless gaminggaming productsproducts comprisingcomprising QuikTicketQuikTicket thatthat allowsallows cashcash accessaccess transaction to be completed with a bar coded ticket in lieu of cash. TheThe companycompany waswas foundedfounded inin 19981998 and is headquartered in Las Vegas, Nevada. PayPoint plc PayPoint plc providesprovides convenientconvenient paymentspayments andand valuevalue addedadded servicesservices toto consumerconsumer serviceservice organizationsorganizations primarilyprimarily inin thethe UnitedUnited Kingdom,Kingdom, Ireland,Ireland, Romania,Romania, andand NorthNorth America.America. ItIt operatesoperates brandedbranded retailretail networks, which consist of terminals to processprocess energyenergy metermeter prepayments,prepayments, cashcash billbill payments,payments, mobilemobile phone top-ups,ups, transporttransport tickets,tickets, BBCBBC TVTV licences,licences, andand variousvarious otherother paymentpayment typestypes forfor utilitiesutilities andand telecommunications,telecommunications, andand consumerconsumer serviceservice companies.companies. TheThe companycompany operatesoperates 29,50829,508 terminalterminal sitesites and 2,5382,538 ATMs.ATMs. ItIt alsoalso offersoffers PayPoint.net,PayPoint.net, anan InternetInternet paymentpayment serviceservice linkinglinking intointo variousvarious UKUK banksbanks toto deliverdeliver securesecure onlineonline creditcredit andand debitdebit cardcard paymentspayments forfor WebWeb merchants.merchants. ItIt servesserves variousvarious sectors,sectors, suchsuch as utilities, telecoms, media, financial services,vices, transport,transport, retail,retail, gaming,gaming, andand publicpublic sectors.sectors. TheThe companycompany waswas foundedfounded inin 19961996 andand isis basedbased inin WelwynWelwyn Garden,Garden, thethe UnitedUnited Kingdom.Kingdom. DirectCash Payments Inc. DirectCash Payments Inc. provides ATMs, debitdebit terminals,terminals, prepaidprepaid phonephone cards,cards, andand prepaidprepaid cashcash cardscards inin Canada,Canada, thethe UnitedUnited States,States, andand Mexico.Mexico. ItIt offersoffers ATMATM andand debtdebt terminalterminal managementmanagement services,services, includingincluding ATMATM andand debtdebt terminalterminal deployment,deployment, maintenance,maintenance, transactiontransaction processing,processing, reporting,reporting, andand settlement.ttlement. TheThe companycompany alsoalso engagesengages inin thethe salesale ofof prepaidprepaid debitdebit andand creditcredit cards;cards; processingprocessing ofof prepaidprepaid cardcard transactions;transactions; andand salesale ofof prepaidprepaid cellularcellular andand longlong distancedistance airair timetime andand connectivityconnectivity forfor telephonetelephone land lines. As of 31 December 2011, it operated 7,8637,863 activeactive ATMsATMs andand 3,4033,403 activeactive debitdebit terminals.terminals. DirectCashDirectCash PaymentsPayments Inc.Inc. waswas foundedfounded inin 19971997 andand isis headquarteredheadquartered inin Calgary,Calgary, Canada.Canada. Ezeatm Limited Ezeatm Limited engages in the installation and maintenance of ATMs inin smallsmall toto mediummedium enterprisesenterprises inin urbanurban andand remoteremote locationslocations acrossacross Australia.Australia. TheThe companycompany deploysdeploys ATMsATMs inin retailretail premises,premises, includingincluding cafe/restaurants, hotels/clubs, hospitals/medical centres, serviceservice stations,stations, sportssports andand entertainmententertainment venues, supermarkets, convenience stores, and shopping centres. ItIt ownsowns andand operatesoperates approximatelyapproximately 1,600 ATM’sATM’s inin WesternWestern Australia,Australia, SouthSouth Australia,Australia, Queensland,Queensland, andand Victoria.Victoria. EzeatmEzeatm LimitedLimited waswas incorporatedincorporated inin 20112011 andand isis basedbased inin WestWest Perth,Perth, Australia.Australia. EzeatmEzeatm LimitedLimited isis a subsidiarysubsidiary ofof OakajeeOakajee Corporation Limited.

Customers Ltd

114 Customers Limited – Scheme Booklet Guideline companies

GRG International Limited GRG International Limited engages in the design, development, manufacture, and sale of ATMs. It provides financial and retail ATMs, as well as ATM management software and spare parts. The company also sells a range of other banking products, such as recyclers, teller cash dispensers, and automatic depository and kiosk products. In addition, it offers placement, service, and support of ATM machines at retail locations, as well as ATM machines for financial institutions; and outsourced ATM site management and training services. GRG International sells its products in the United States, Canada, Australia, New Zealand, the United Kingdom, and Ireland, as well as in Mexico, South African, and India. The company was founded in 2009 and is based in South Melbourne, Australia. iCash Payment Systems iCash Payment Systems Limited engages in the design, manufacture, sale, installation, and maintenance Limited of ATMs and other banking equipment primarily in Korea. The company’s product range includes PINpads for ATMs, smart card readers, multi-function kiosks, automated cash sorting devices, public transport ATM solutions, and integrated settlement and back office automation systems. Its payments infrastructure includes transaction processing, switching, interchange systems, and software/middleware solutions. It serves banks; financial institutions; and retail locations, such as petrol stations, supermarkets, shopping areas, and convenience stores. iCash Payment Systems is headquartered in Sydney, Australia. Global Axcess Corp Global Axcess Corp, through its subsidiaries, provides self-service kiosk services in the United States. It offers ATM services. The company owns and operates a network of ATMs located at grocery stores, regional and national retailers, hotels, shopping malls, airports, colleges, amusement parks, sports arenas, bars/clubs, theatres, and bowling alleys, as well as convenience stores, and combination convenience stores and gas stations. It also provides ATM branding and processing services for approximately 45 financial institutions that have approximately 438 branded sites; and network processing services. In addition, the company engages in the operating a network of DVD rental kiosks. It operates approximately 5,300 ATMs and DVD kiosks. The company was founded in 1984 and is headquartered in Jacksonville, Florida.

Source: S&P Capital IQ

52

Customers Limited – Scheme Booklet 115 Appendix E Glossary of terms

Term Definition $ or A$ Australian dollar AGAAP Australian generally accepted accounting principles AIFRS Australian International Financial Reporting Standards ASIC Australian Securities and Investments Commission ASX Australian Securities Exchange Limited and the market it operates ATM Automated teller machine BIS Bank of International Settlements Call Option Call option in relation to the investment in NZ ATM C$ Canadian dollar CIT Cash-in-transit Customers Customers Limited CAGR Compound annual growth rate Company Customers Limited Corporations Act or Act TheThe CorporationsCorporations ActAct 20012001 includingincluding thethe CorporationsCorporations RegulationsRegulations 20012001 DCF Discounted cash flow EBIT Earnings before interest & tax EBITA Earnings before interest, tax & amortisation EBITDA Earnings before interest, tax, depreciation & amortisation EFTPOS Electronic funds transfer at point of sale Enterprise Value or EV Value of the business (includes debt and equity) EPS Earnings per share FSG Financial service guide FY Financial year DirectCash DirectCash Payments Inc Hyosung Nautilus Hyosung (provider of ATM machines) IER Independent expert’s report Independent Expert PricewaterhouseCoopers Securities Ltd (in relation to this report) LTM Last twelve months Market capitalisation Value of shares outstanding multiplied by the current price per share NPAT Net profit after tax NPBT Net profit before tax NZ ATM New Zealand ATM Services Limited NZD New Zealand dollar P/E Price to earnings Put Option Put option in relation to the investment in NZ ATM Proposal The Proposal wherebywhereby DirectCashDirectCash willwill acquireacquire allall ofof thethe sharesshares inin CustomersCustomers viavia thethe SchemeScheme Proposal Consideration Cash consideration of $1.27 per share PwC PwC Australia PwC Securities PricewaterhouseCoopers Securities Ltd

Customers Ltd

116 Customers Limited – Scheme Booklet pwc.com.au

Term Definition RBA Reserve Bank of Australia RG Regulatory Guides produced by ASIC Scheme The scheme of arrangement Scheme Booklet The Scheme booklet in relation to the Proposal S&P Standard & Poor’s Triton Triton Systems Inc of Delaware (ATM machine provider) UK United Kingdom US United States VWAP Volume weighted average price YTD Year to date

pwc.com.au

© 2012 PwC. All rights reserved. In this document, "PwC" refers to PricewaterhouseCoopers Australia a partnership formed in Australia, which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity. 54

Customers Limited – Scheme Booklet 117

© 2012 PwC. All rights reserved. In this document, "PwC" refers to PricewaterhouseCoopers Australia a partnership formed in Australia, which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity. This page has been left blank intentionally.

118 Customers Limited – Scheme Booklet Annexure B Scheme

Customers Limited – Scheme Booklet 119 Annexure B Scheme

Scheme of arrangement Deed Poll the deed poll dated 9 May 2012 executed by DirectCash under which DirectCash covenants in favour This scheme of arrangement is made under section 411 of the Scheme Shareholders to perform its obligations of the Corporations Act 2001 (Cth) under this Scheme.

Between the parties DirectCash DirectCash Payments Inc. of Bay 6, 1420-28th St Customers NE Calgary, Alberta, Canada T2A 7W6. Customers Limited (ACN 009 582 781) of Unit 2, DirectCash Group DirectCash and each of its Related Bodies 148 Chesterville Road, Cheltenham, VIC 3192. Corporate and a reference to a ‘DirectCash Group Member’ (Customers) or ‘a member of the DirectCash Group’ is to DirectCash or any of its Related Bodies Corporate. Scheme Shareholders Each person registered as a holder of fully paid ordinary shares DirectCash Subsidiary a wholly-owned subsidiary of in Customers in the Customers Share Register as at the DirectCash. Scheme Record Date. (Scheme Shareholders) Effective when used in relation to the Scheme, the coming into effect, under section 411(10) of the Corporations Act, of the Court order made under section 411(4)(b) of the Corporations Section 1: Definitions, interpretation and Act in relation to this Scheme. scheme components Effective Date the date on which this Scheme becomes 1.1 Definitions Effective. The meanings of the terms used in this Scheme are set out below. End Date 31 July 2012.

ASIC the Australian Securities and Investments Commission. Implementation Date the fifth Business Day after the Scheme Record Date. ASX ASX Limited ABN 98 008 624 691. Registered Address in relation to a Customers Shareholder, Business Day a day that is not a Saturday, Sunday, public the address shown in the Customers Share Register. holiday or bank holiday in Melbourne. Registrar the person for the time being responsible for the CHESS the Clearing House Electronic Subregister System maintenance of the Customers Share Register. of share transfers operated by ASX Settlement Pty Limited (ACN 008 504 532). Related Body Corporate has the meaning given to that term in the Corporations Act. Corporations Act the Corporations Act 2001 (Cth). Scheme this scheme of arrangement subject to any alterations Court the Supreme Court of Victoria or such other court or conditions made or required by the Court under section of competent jurisdiction under the Corporations Act agreed 411(6) of the Corporations Act and agreed to by Customers to in writing by DirectCash and Customers. and DirectCash.

Customers Customers Limited (ACN 009 582 781). Scheme Consideration for every Customers Share held by a Scheme Shareholder as at the Scheme Record Date, Customers Registry Link Market Services Limited $1.27 cash. (ABN 083 214 537). Scheme Implementation Deed the scheme implementation Customers Share a fully paid ordinary share in Customers. deed dated 2 April 2012 between Customers and DirectCash.

Customers Shareholder a person who is registered Scheme Record Date 5.00pm on the third Business Day after as the holder of a Customers Share. the Effective Date.

Customers Share Register the register of members Scheme Shares all Customers Shares held by the Scheme of Customers maintained in accordance with the Shareholders as at the Scheme Record Date. Corporations Act.

120 Customers Limited – Scheme Booklet Scheme Shareholder a holder of a Customers Share (o) a reference to a body, other than a party to this Scheme recorded in the Customers Share Register as at the (including an institute, association or authority), whether Scheme Record Date. statutory or not: (1) which ceases to exist; or Second Court Date the first day on which an application made to the Court for an order under section 411(4)(b) of (2) whose powers or functions are transferred to another the Corporations Act approving the Scheme is heard, or body, if the application is adjourned for any reason, the first day is a reference to the body which replaces it or which on which the adjourned application is heard. substantially succeeds to its powers or functions.

Share Scheme Transfer a duly completed and executed 1.3 Business Day proper instrument of transfer in respect of the Scheme Shares Where the day on or by which any thing is to be done is not for the purposes of section 1071B of the Corporations Act, a Business Day, that thing must be done on or by the next which may be a master transfer of all Scheme Shares. Business Day. Trustee Customers as trustee for the Scheme Shareholders.

1.2 Interpretation Section 2: Preliminary matters In this Scheme: (a) Customers is a public company limited by shares, (a) headings and bold type are for convenience only and incorporated in Australia and has been admitted do not affect the interpretation of this Scheme; to the official list of the ASX. (b) the singular includes the plural and the plural includes (b) As at 11 May 2012: the singular; (1) 134,869,357 Customers Shares were on issue (c) words of any gender include all genders; which are officially quoted on the ASX; and (d) other parts of speech and grammatical forms of a word (2) 1,411,465 executive performance rights were on or phrase defined in this Scheme have a corresponding issue which are not quoted on any stock exchange. meaning; (c) DirectCash is a corporation limited by shares, incorporated (e) a reference to a person includes any company, partnership, in Alberta, Canada. joint venture, association, corporation or other body (d) If this Scheme becomes Effective: corporate and any government agency as well as an (1) DirectCash will pay or procure the payment of individual; the Scheme Consideration to Scheme Shareholders (f) a reference to a clause, party, part, schedule, attachment in accordance with this Scheme and the Deed Poll; or exhibit is a reference to a clause or part of, and a party, (2) all the Scheme Shares, and all the rights and schedule, attachment or exhibit to, this Scheme; entitlements attaching to them as at the (g) a reference to any legislation includes all delegated Implementation Date, will be transferred to DirectCash legislation made under it and amendments, consolidations, or DirectCash Subsidiary and Customers will enter replacements or re-enactments of any of them; the name of DirectCash or DirectCash Subsidiary (h) a reference to a document (including this Scheme) includes in the Customers Share Register as the holder all amendments or supplements to, or replacements or of all the Scheme Shares; and novations of, that document; (3) it will bind Customers and all Scheme Shareholders, (i) the word ‘includes’ in any form is not a word of limitation; including those who do not attend the meeting of Customers Shareholders to vote on this Scheme, (j) a reference to ‘$’, ‘A$’ or ‘dollar’ is to Australian currency those who do not vote at that meeting and those unless denominated otherwise; who vote against this Scheme at that meeting. (k) a reference to any time is a reference to that time in (e) Customers and DirectCash have agreed, by executing the Melbourne; Scheme Implementation Deed, to implement this Scheme. (l) a term defined in or for the purposes of the Corporations (f) DirectCash has agreed, by executing the Deed Poll, to Act has the same meaning when used in this Scheme; perform its obligations under this Scheme, including the (m) a reference to a party to a document includes that party’s obligation to pay or procure the payment of the Scheme successors and permitted assignees; Consideration to the Scheme Shareholders. (n) no provision of this Scheme will be construed adversely to a party because that party was responsible for the preparation of this Scheme or that provision;

Customers Limited – Scheme Booklet 121 Annexure B Scheme CONTINUED

Section 3: Conditions Section 4: Implementation of the Scheme

3.1 Conditions Precedent 4.1 Lodgement of Court orders with ASIC This Scheme is conditional on, and will have no force or Customers will lodge with ASIC, in accordance with section effect until, the satisfaction or waiver of each of the following 411(10) of the Corporations Act, an office copy of the Court Conditions Precedent: order approving the Scheme as soon as possible and in any (a) all the conditions in clause 3.1 of the Scheme event by 1.00pm on the first Business Day after the day on Implementation Deed (other than the condition in the which the Court approves the Scheme or such later time Scheme Implementation Deed relating to Court approval as Customers and DirectCash agree in writing. of this Scheme) having been satisfied or waived in accordance with the terms of the Scheme Implementation 4.2 Transfer of Scheme Shares Deed by 8.00am on the Second Court Date; On the Implementation Date: (b) the Scheme Implementation Deed not having been (a) subject to the payment of the Scheme Consideration terminated in accordance with its terms before 8.00am in the manner contemplated by clause 5, the Scheme on the Second Court Date; Shares, together with all rights and entitlements attaching to the Scheme Shares as at the Implementation Date, will (c) approval of this Scheme by the Court under section 411(4) be transferred to DirectCash or DirectCash Subsidiary (b) of the Corporations Act, including with such alterations (as applicable), without the need for any further act by made or required by the Court under section 411(6) of the any Scheme Shareholder (other than acts performed Corporations Act as are acceptable to DirectCash and by Customers as attorney and agent for Scheme Customers; Shareholders under clause 8.5), by: (d) such other conditions made or required by the Court under (1) Customers delivering to DirectCash or DirectCash section 411(6) of the Corporations Act in relation to the Subsidiary (as applicable) a duly completed Share Scheme as are acceptable to DirectCash and Customers; Scheme Transfer, executed on behalf of the Scheme and Shareholders by Customers, for registration; and (e) the orders of the Court made under section 411(4)(b) (2) DirectCash or DirectCash Subsidiary (as applicable) (and, if applicable, section 411(6)) of the Corporations Act duly executing the Share Scheme Transfer, attending approving the Scheme coming into effect, pursuant to to any stamping of the Share Scheme Transfer section 411(10) of the Corporations Act. required to be done before registration of the transfer and delivering it to Customers for registration; and 3.2 Satisfaction (b) as soon as possible following receipt of the Share Scheme The fulfilment of clause 3.1 is a Condition Precedent to the Transfer in accordance with clause 4.2(a)(2), Customers operation of provisions of clauses 4.2, 5.1, 5.2, 5.3 and 5.4 must enter, or procure the entry of, the name and address of this Scheme. of DirectCash or DirectCash Subsidiary (as applicable) in the Customers Share Register in respect of all the Scheme 3.3 End Date Shares transferred to DirectCash or DirectCash Subsidiary This Scheme will lapse and be of no further force or effect if: (as applicable) in accordance with this Scheme. (a) the Effective Date does not occur on or before the End Date; or Section 5: Scheme Consideration (b) the Scheme Implementation Deed is terminated in accordance with its terms, unless Customers and 5.1 Provision of Scheme Consideration DirectCash otherwise agree in writing. (a) Customers must procure that, by no later than the Business Day before the Implementation Date, an 3.4 Certificate amount equal to the aggregate amount of the Scheme (a) Customers and DirectCash will provide to the Court on the Consideration payable to each Scheme Shareholder Second Court Date a certificate, or such other evidence is deposited in cleared funds in an Australian dollar as the Court requests, confirming (in respect of matters denominated trust account operated by Customers as within their knowledge) whether or not all of the Conditions trustee for the Scheme Shareholders (provided that any Precedent in clauses 3.1(a) and 3.1(b) have been satisfied interest on the amounts deposited (less bank fees and or waived. other charges) will be credited to DirectCash’s account). (b) The certificate referred to in clause 3.4(a) constitutes conclusive evidence that such Conditions Precedent are satisfied, waived or taken to be waived.

122 Customers Limited – Scheme Booklet (b) On the Implementation Date and subject to compliance 5.3 Unclaimed monies with clause 5.1(a), Customers must pay or procure the (a) Customers may cancel a cheque issued under clause payment of the Scheme Consideration to each Scheme 5.1(c) if the cheque: Shareholder from the trust account referred to in clause 5.1(a). (1) is returned to Customers; or (c) The obligations of Customers under clause 5.1(b) will (2) has not been presented for payment within six months be satisfied by the Trustee doing any of the following after the date on which the cheque was sent. at its election: (b) During the period of one year commencing on the (1) dispatching, or procuring the dispatch of, a cheque Implementation Date, on request from a Scheme to each Scheme Shareholder by prepaid post to Shareholder, Customers must reissue a cheque that their Registered Address (as at the Scheme Record was previously cancelled under this clause. Date), such cheque being drawn in the name of the Scheme Shareholders (or in the case of joint holders, in 5.4 Orders of a Court accordance with the procedures set out in clause 5.2), In the case of written notice having been given to Customers for the relevant amount; or (or the Customers Share Registrar) of an order made by a (2) depositing or procuring the Customers Registry to Court of competent jurisdiction: deposit into a bank account notified to Customers (a) which requires payment to a third party of a sum in (or Customers’ agent who manages the Customers respect of Scheme Shares held by a particular Scheme Share Register) by an appropriate authority from Shareholder, which would otherwise be payable to that Scheme Shareholders. Scheme Shareholder in accordance with clause 5.1(c), (d) In the event that: then Customers shall be entitled to procure that payment (1) a Scheme Shareholder does not have a Registered is made in accordance with that order; or Address, or (b) which would prevent Customers from making a payment (2) the Trustee believes that a Scheme Shareholder is to any particular Scheme Shareholder in accordance not known at the Scheme Shareholder’s Registered with clause 5.1(c), Customers shall be entitled to retain Address, an amount, in Australian dollars, equal to the number of Scheme Shares held by that Scheme Shareholder and no account has been notified in accordance with multiplied by the Scheme Consideration until such time clause 5.1(c)(2) or a deposit into such an account is as payment in accordance with clause 5.1(c) is permitted rejected or refunded, the Trustee may credit the amount by that order or otherwise by law. payable to the relevant Scheme Shareholder to a separate bank account of Customers to be held until the Scheme Shareholder claims the amount or the amount is dealt with Section 6: Dealings in Customers Shares in accordance with unclaimed money legislation. Customers must hold the amount on trust for the relevant 6.1 Determination of Scheme Shareholders Scheme Shareholder, but any benefit accruing from the To establish the identity of the Scheme Shareholders, dealings amount will be to the benefit of Customers. An amount in Customers Shares will only be recognised if: credited to the account is to be treated as having been paid to the Scheme Shareholder when credited to the (a) in the case of dealings of the type to be effected using account. Customers must maintain records of the amounts CHESS, the transferee is registered in the Customers paid, the people who are entitled to the amounts and any Share Register as the holder of the relevant Customers transfers of the amounts. Shares on or before the Scheme Record Date; and (e) To the extent that there is a surplus in the amount held by (b) in all other cases, registrable transfer or transmission the Trustee in the trust account, that surplus may be paid applications in respect of those dealings are received on by the Trustee to DirectCash following the satisfaction of or before the Scheme Record Date at the place where the the Trustee’s obligations under this clause 5.1. Customers Share Register is kept, and Customers will not accept for registration, nor recognise for the purpose of 5.2 Joint holders establishing the persons who are Scheme Shareholders, any transfer or transmission application in respect of In the case of Scheme Shares held in joint names, the Scheme Customers Shares received after such times, or received Consideration is payable to the joint holders and any cheque prior to such times but not in registrable form. required to be sent under this Scheme will be made payable to the joint holders and sent to the holder whose name appears first in the Customers Share Register as at the Scheme Record Date.

Customers Limited – Scheme Booklet 123 Annexure B Scheme CONTINUED

6.2 Register Section 8: General Scheme provisions (a) Customers must register registrable transmission 8.1 Consent to amendments to the Scheme applications or transfers of the Scheme Shares in accordance with clause 6.1(b) on or before the Scheme If the Court proposes to approve the Scheme subject to Record Date, provided that, for the avoidance of doubt, any alterations or conditions, Customers may by its counsel nothing in this clause 6.2(a) requires Customers to register consent on behalf of all persons concerned to those alterations a transfer that would result in a Customers Shareholder or conditions to which DirectCash has consented. holding a parcel of Customers Shares that is less than a ‘marketable parcel’ (as defined in the Operating Rules 8.2 Scheme Shareholders’ agreements and warranties of the ASX). (a) Each Scheme Shareholder: (b) If the Scheme becomes Effective, a holder of Scheme (1) agrees to the transfer of their Customers Shares Shares (and any person claiming through that holder) together with all rights and entitlements attaching must not dispose of or purport or agree to dispose of, any to those Customers Shares in accordance with the Scheme Shares or any interest in them after the Scheme Scheme and agrees to the variation, cancellation or Record Date. modification of the rights attached to their Customers (c) For the purpose of determining entitlements to the Scheme Shares constituted by or resulting from the Scheme, Consideration, Customers must maintain the Customers and Share Register in accordance with the provisions of this (2) acknowledges that the Scheme binds all Scheme clause 6.2 until the Scheme Consideration has been Shareholders. paid to the Scheme Shareholders. The Customers Share Register in this form will solely determine entitlements (b) Each Scheme Shareholder is taken to have warranted to the Scheme Consideration. to Customers and DirectCash, and appointed and authorised Customers as its attorney and agent to warrant (d) All statements of holding for Customers Shares (other than to DirectCash, that all their Customers Shares (including statements of holding in favour of DirectCash) will cease to any rights and entitlements attaching to those shares) have effect after the Scheme Record Date as documents of which are transferred under the Scheme will, at the date title in respect of those shares and, as from that date, each of transfer, be fully paid and free from all mortgages, entry current at that date on the Customers Share Register charges, liens, encumbrances, pledges, security interests (other than entries on Customers Share Register in respect and interests of third parties of any kind, whether legal or of DirectCash) will cease to have effect except as evidence otherwise, and restrictions on transfer of any kind, and that of entitlement to the Scheme Consideration in respect they have full power and capacity to sell and to transfer of the Customers Shares relating to that entry. their Customers Shares to DirectCash or DirectCash (e) As soon as possible on or after the Scheme Record Date, Subsidiary (as applicable) together with any rights attaching and in any event within one Business Day after the Scheme to those shares. Record Date, Customers will ensure that details of the names, Registered Addresses and holdings of Customers 8.3 Title to and rights in Scheme Shares Shares for each Scheme Shareholder as shown in the (a) To the extent permitted by law, the Scheme Shares Customers Share Register are available to DirectCash transferred under the Scheme will be transferred free from in the form DirectCash reasonably requires. all mortgages, charges, liens, encumbrances and interests of third parties of any kind, whether legal or otherwise.

Section 7: Quotation of Customers Shares (b) DirectCash or DirectCash Subsidiary (as applicable) will be beneficially entitled to the Scheme Shares transferred (a) Customers will apply to ASX to suspend trading on the to it under the Scheme pending registration by Customers ASX in Customers Shares with effect from the close of of DirectCash or DirectCash Subsidiary (as applicable) trading on the Effective Date. on the Customers Share Register as the holder of the Scheme Shares. (b) On a date after the Implementation Date to be determined by DirectCash, Customers will apply: (1) for termination of the official quotation of Customers Shares on the ASX, and (2) to have itself removed from the official list of the ASX.

124 Customers Limited – Scheme Booklet 8.4 Appointment of sole proxy 8.6 Binding effect of Scheme On the Scheme becoming Effective, and until Customers This Scheme binds Customers and all of the Scheme registers DirectCash or DirectCash Subsidiary (as applicable) Shareholders (including those who did not attend the Scheme as the holder of all Scheme Shares in the Customers Share Meeting, did not vote at that meeting, or voted against the Register, each Scheme Shareholder: Scheme) and, to the extent of any inconsistency, overrides the constitution of Customers. (a) is deemed to have irrevocably appointed DirectCash or DirectCash Subsidiary (as applicable) as attorney and agent (and directed DirectCash or DirectCash Subsidiary (as applicable) in each such capacity) to appoint any director, Section 9: General officer, secretary or agent nominated by DirectCash as its 9.1 Stamp duty sole proxy and, where applicable or appropriate, corporate representative to attend shareholders’ meetings, exercise DirectCash will: the votes attaching to the Scheme Shares registered in (a) pay all stamp duty and any related fines and penalties in their name and sign any shareholders’ resolution whether respect of this Scheme and the Deed Poll, the performance in person, by proxy or by corporate representative; of the Deed Poll and each transaction effected by or made (b) undertakes not to otherwise attend or vote at any of those under this Scheme and the Deed Poll; and meetings or sign any shareholders’ resolutions, whether in (b) indemnify each Scheme Shareholder against any liability person, by proxy or by corporate representative (other than arising from failure to comply with clause 9.1(a). pursuant to clause 8.4(a)); (c) must take all other actions in the capacity of a registered 9.2 Consent holder of Scheme Shares as DirectCash or DirectCash Each of the Scheme Shareholders consents to Customers Subsidiary (as applicable) reasonably directs; and doing all things necessary or incidental to the implementation (d) acknowledges and agrees that in exercising the powers of this Scheme. referred to in clause 8.4(a), DirectCash or DirectCash Subsidiary (as applicable) and any director, officer, 9.3 Notices secretary or agent nominated by DirectCash or DirectCash If a notice, transfer, transmission application, direction or other Subsidiary (as applicable) under clause 8.4(a) may act in communication referred to in this Scheme is sent by post to the best interests of DirectCash or DirectCash Subsidiary Customers, it will not be taken to be received in the ordinary (as applicable) as the intended registered holder of the course of post or on a date and time other than the date and Scheme Shares. time (if any) on which it is actually received at Customers’ registered office or at the office of the Registrar. 8.5 Authority given to Customers On the Scheme becoming Effective, each Scheme 9.4 Governing law Shareholder, without the need for any further act, irrevocably (a) The Scheme is governed by the laws in force in Victoria. appoints Customers and each of its directors, officers and secretaries (jointly and each of them severally) as its attorney (b) The parties irrevocably submit to the non-exclusive and agent for the purpose of: jurisdiction of courts exercising jurisdiction in Victoria and courts of appeal from them in respect of any proceedings (a) enforcing the Deed Poll against DirectCash; and arising out of or in connection with this Scheme. The (b) executing any document or doing or taking any other act parties irrevocably waive any objection to the venue of any necessary, desirable or expedient to give effect to this legal process in these courts on the basis that the process Scheme and the transactions contemplated by it, including has been brought in an inconvenient forum. (without limitation) executing the Share Scheme Transfer, 9.5 Further action and Customers accepts such appointment. Customers as attorney and agent of each Scheme Shareholder, may sub- Customers must do all things and execute all documents delegate its functions, authorities or powers under this clause necessary to give full effect to this Scheme and the 8.5 to all or any of its directors, officers or employees (jointly, transactions contemplated by it. severally or jointly and severally).

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126 Customers Limited – Scheme Booklet Annexure C Deed Poll

Customers Limited – Scheme Booklet 127 Annexure C Deed Poll

Date 9 May 2012 (d) a reference to a clause, party, part, schedule, attachment or exhibit is a reference to a clause or part of, and a This deed poll is made: party, schedule, attachment or exhibit to, this deed poll and a reference to this deed poll includes any schedule, By: attachment and exhibit. DirectCash Payments Inc. of Bay 6, 1420-28th St NE, Calgary, Alberta, Canada T2A 7W6 1.3 Nature of deed poll (DirectCash) DirectCash acknowledges that this deed poll may be relied on In favour of: and enforced by any Scheme Shareholder in accordance with its terms even though the Scheme Shareholders are not party Each person registered as a holder of fully paid ordinary shares to it. in Customers in the Customers Share Register as at the Scheme Record Date. Section 2: Conditions to obligations Recitals: (1) Customers and DirectCash entered into the Scheme 2.1 Conditions Implementation Deed. DirectCash’s obligations under this deed poll are subject (2) In the Scheme Implementation Deed, DirectCash agreed to the Scheme becoming Effective. to enter into this deed poll. (3) DirectCash is entering into this deed poll for the purpose 2.2 Termination of covenanting in favour of the Scheme Shareholders to The obligations of DirectCash under this deed poll to the perform its obligations under the Scheme Implementation Scheme Shareholders will automatically terminate and the Deed and the Scheme. terms of this deed poll will be of no force or effect if: (a) the Scheme Implementation Deed is terminated in This deed poll provides as follows: accordance with its terms; or (b) the Scheme is not Effective by the End Date. Section 1: Definitions and interpretation 2.3 Consequences of termination 1.1 Definitions If this deed poll is terminated under clause 2.2, in addition ‘Scheme’ means the scheme of arrangement under and without prejudice to any other rights, powers or remedies Part 5.1 of the Corporations Act between Customers Limited available to it: ACN 009 582 781 (Customers) and its shareholders, the form (a) DirectCash is released from its obligations to further of which is intended to appear as Annexure B to the Scheme perform this deed poll except those obligations under Booklet to which this deed poll has been annexed. clause 7.1; and

A word or phrase defined in the Scheme has the same (b) each Scheme Shareholder retains the rights they have meaning in this deed poll. against DirectCash in respect of any breach of this deed poll which occurs before it was terminated. 1.2 Interpretation In this deed poll: Section 3: Scheme Consideration (a) headings and bold type are for convenience only and do not affect the interpretation of this deed poll; 3.1 Undertaking to pay Scheme Consideration (b) the singular includes the plural and the plural includes Subject to clause 2, DirectCash undertakes in favour of each the singular; Scheme Shareholder to: (c) a reference to a document (including the Scheme) includes (a) deposit (in cleared funds) an amount equal to the all amendments or supplements to, or replacements or aggregate amount of the Scheme Consideration payable novations of, that document; and to all Scheme Shareholders under the Scheme into an Australian dollar denominated trust account operated by Customers as trustee for the Scheme Shareholders, except that any interest on the amounts deposited (less bank fees and other charges) will be credited to DirectCash’s account; and

128 Customers Limited – Scheme Booklet (b) undertake all other actions attributed to it under the 6.2 How Notice must be given and when Notice is received Scheme, subject to and in accordance with the provisions (a) A Notice must be given by one of the methods set out in of the Scheme. the table below. (b) A Notice is regarded as given and received at the time set Section 4: Warranties out in the table below. DirectCash represents and warrants that: However, if this means the Notice would be regarded as given and received outside the period between 9.00am (a) it is a corporation validly existing under the laws of its place and 5.00pm on a Business Day (business hours period), of registration; then the Notice will instead be regarded as given and (b) it has the corporate power to enter into and perform received at the start of the following business hours period. its obligations under this deed poll and to carry out the transactions contemplated by this deed poll; Method of giving Notice When Notice is regarded (c) it has taken all necessary corporate action to authorise as given and received its entry into this deed poll and has taken or will take all By hand or pre-paid post to When delivered to the necessary corporate action to authorise the performance the nominated address nominated address of this deed poll and to carry out the transactions contemplated by this deed poll; and By email to the nominated When the email (including (d) this deed poll is valid and binding on it and enforceable email address any attachment) comes against it in accordance with its terms. to the attention of the recipient party or a person acting on its behalf Section 5: Continuing obligations

This deed poll is irrevocable and, subject to clause 2, remains (c) DirectCash irrevocably appoints Ashurst Australia to be its in full force and effect until: agent for service of process in connection with this deed poll and agrees that any service document in connection (a) DirectCash has fully performed its obligations under this with this deed poll may be effectively served on it by deed poll; or service on its agent if sent or faxed to Mark Stanbridge (b) the earlier termination of this deed poll under clause 2. at Level 36, Grosvenor Place, 225 George Street, Sydney, NSW, 2000 Australia or (02) 9258 6999.

Section 6: Notices Section 7: General

6.1 Form of Notice 7.1 Stamp duty A notice or other communication in respect of this deed poll DirectCash will: (Notice) must be: (a) pay all stamp duty and any related fines and penalties in (a) in writing and in English and signed by or on behalf of the respect of the Scheme and this deed poll, the performance sending party; and of this deed poll and each transaction effected by or made under the Scheme and this deed poll; and (b) addressed to DirectCash in accordance with the details set out below (or any alternative details nominated by (b) indemnify each Scheme Shareholder against any liability DirectCash by Notice). arising from failure to comply with clause 7.1(a). Attention: Mr Jeffrey J Smith 7.2 Governing law and jurisdiction (a) This deed poll is governed by the law in force in Victoria. Address: Bay 6, 1420-28th St NE Calgary, (b) DirectCash irrevocably submits to the non exclusive Alberta, Canada T2A 7W6 jurisdiction of courts exercising jurisdiction in Victoria and Email address courts of appeal from them in respect of any proceedings [email protected] arising out of or in connection with this deed poll. DirectCash irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.

Customers Limited – Scheme Booklet 129 Annexure C Deed Poll continued

7.3 Waiver DirectCash may not rely on the words or conduct of any Scheme Shareholder as a waiver of any right unless the waiver is in writing and signed by the Scheme Shareholder granting the waiver.

The meanings of the terms used in this clause 7.3 are set out below.

conduct includes delay in the exercise of a right. right any right arising under or in connection with this deed poll and includes the right to rely on this clause. waiver includes an election between rights and remedies, and conduct which might otherwise give rise to an estoppel.

7.4 Variation A provision of this deed poll may not be varied unless the variation is agreed to by Customers and the Court indicates that the variation would not of itself preclude approval of the Scheme, in which event DirectCash will enter into a further deed poll in favour of the Scheme Shareholders giving effect to the variation.

7.5 Cumulative rights The rights, powers and remedies of DirectCash and the Scheme Shareholders under this deed poll are cumulative and do not exclude any other rights, powers or remedies provided by law independently of this deed poll.

7.6 Assignment (a) The rights created by this deed poll are personal to DirectCash and each Scheme Shareholder and must not be dealt with at law or in equity without the prior written consent of DirectCash. (b) Any purported dealing in contravention of clause 7.6(a) is invalid.

7.7 Further action DirectCash must, at its own expense, do all things and execute all documents necessary to give effect to this deed poll.

130 Customers Limited – Scheme Booklet Signing page

Executed as a deed poll

Signed by DirectCash Payments Inc. By its authorised signatory in the presence of:

Sign here (Authorised signatory)

Print name

Sign here (Witness)

Print name

Customers Limited – Scheme Booklet 131 This page has been left blank intentionally.

132 Customers Limited – Scheme Booklet Annexure D Notice of Scheme Meeting

Customers Limited – Scheme Booklet 133 Annexure D Notice of Scheme Meeting

Customers Limited ABN 62 009 582 781 Explanatory notes Material accompanying this notice Notice of meeting This notice of meeting and the Scheme Resolution should be Notice is hereby given, that by an order of the Supreme Court read in conjunction with the booklet of which this notice forms of Victoria pursuant to section 411(1) of the Corporations Act part (Scheme Booklet). Terms used in this notice, unless 2001 (Cth), a meeting of ordinary shareholders of Customers otherwise defined, have the same meaning as set out in the Limited (Customers) will be held at the KPMG Theatrette, Glossary in section 10 of the Scheme Booklet. Ground Floor, 147 Collins Street, Melbourne VIC 3000 on Monday, 18 June 2012 at 11.00 am (Melbourne time). A Proxy/Voting Form also accompanies this notice.

Business of meeting Voting The purpose of the Scheme Meeting is to consider, and, if The Customers Directors recommend that you vote in favour thought fit, to agree to a Scheme of Arrangement (with or of the Scheme Resolution. They each intend to vote all without modification) to be made between Customers and Customers Shares held by them in favour of the Scheme Customers ordinary shareholders. Resolution.

Resolution Quorum The Scheme Meeting will be asked to consider and, if thought A quorum for a meeting of Customers Shareholders is three fit, to pass the following resolution: members present at the meeting who are entitled to vote “That pursuant to and in accordance with section 411 of the on a resolution at the meeting as at 7.00pm on Saturday, Corporations Act, the Scheme of Arrangement (the terms of 16 June 2012 (in person, by attorney, proxy or representative). which are described in the Scheme Booklet of which the notice convening this meeting forms part) is agreed to (with or without Majorities required modification as approved by the Supreme Court of Victoria).” In accordance with section 411(4)(a) of the Corporations Act, for the Scheme of Arrangement to be Effective, the Scheme By order of the board of Customers Limited Resolution must be passed by: • unless the Court orders otherwise, a majority in number of holders of ordinary shares present and voting (either in person or by proxy); and • at least 75% of the votes cast on the resolution.

Court approval In accordance with section 411(4)(b) of the Corporations Act, to become Effective, the Scheme of Arrangement must be Adam Olding approved by the order of the Court. If the Scheme Resolution Company Secretary set out in this notice is agreed to by the required majorities set Dated 11 May 2012 out above and the Conditions Precedent set out in the Scheme of Arrangement are satisfied or waived, Customers will apply to the Court for the necessary orders to give effect to the Scheme of Arrangement.

Determination of entitlement to attend and vote The company has determined that, for the purposes of the Scheme Meeting, Customers Shares will be taken to be held by the persons who are registered as members at 7.00pm on Saturday, 16 June 2012. Accordingly, registrable transmission applications to transfers of Customers Shares registered after this time will be disregarded in determining entitlements to vote at the Scheme Meeting.

134 Customers Limited – Scheme Booklet How to vote at the Scheme Meeting if the Customers Shareholder is entitled If you are a Customers Shareholder entitled to attend to attend and vote. and vote at the Scheme Meeting, you may vote by: Please refer to the enclosed Proxy/Voting Form for instructions • attending the Scheme Meeting in person; on completion and lodgement. The deadline for lodging your • appointing an attorney to vote on your behalf; Proxy/Voting Form or voting online is 11.00 am on Saturday, 16 June 2012. • appointing a proxy to attend on your behalf; or

• in the case of a corporation which is a Customers You may also appoint a proxy online by visiting Shareholder, by appointing an authorised corporate www.linkmarketservices.com.au and following the online representative to attend on its behalf. instructions. You will need your shareholder registration details in order to appoint a proxy to vote on your behalf using this Voting at the Scheme Meeting will occur by poll website. All persons attending the Scheme Meeting are asked to arrive at least 30 minutes prior to the time the Scheme Meeting is to Voting by attorney commence, so that either their shareholding may be checked The deadline for lodging powers of attorney is 11.00 am on against the Register, their power of attorney or appointment as Saturday, 16 June 2012 (or if the meeting is adjourned, at least proxy or corporate representative can be verified (as the case 48 hours before the resumption of the meeting in relation to may be), and their attendance noted. the resumed part of the Scheme Meeting). An attorney will be admitted to the Scheme Meeting and given a voting card on Jointly held securities providing written evidence of their appointment, their name and If the Customers Shares are jointly held, each of the joint address and the identity of their appointer at the point of entry shareholders is entitled to vote. However, if more than one to the Scheme Meeting. shareholder votes in respect of jointly held Customers Shares, only the vote of the shareholder whose name appears first on The lodgement of a power of attorney will not preclude a the Register will be counted. Customers Shareholder from attending in person and voting at the Scheme Meeting if the Customers Shareholder is entitled Voting in person to attend and vote. To vote in person at the Scheme Meeting, you must attend the Scheme Meeting to be held at the KPMG Theatrette, Ground Voting by corporate representative Floor, 147 Collins Street, Melbourne VIC 3000 on Monday, To vote at the Scheme Meeting (other than by proxy or by 18 June 2012. The meeting will commence at 11.00 am. attorney), a corporation that is a Customers Shareholder must A Customers Shareholder who wishes to attend and vote at appoint a person to act as its representative. The appointment the Scheme Meeting in person will be admitted to the Scheme must comply with section 250D of the Corporations Act. Meeting and given a voting card on disclosure of their name and address at the point of entry to the Scheme Meeting. An authorised corporate representative will be admitted to the Scheme Meeting and given a voting card on providing written Voting by proxy evidence of their appointment, including any authority under A Customers Shareholder entitled to attend and vote at the which it is signed, their name and address and the identity meeting is also entitled to appoint a proxy to vote on their of their appointer at the point of entry to the Scheme Meeting. behalf. The Proxy/Voting Form is enclosed with this Scheme Booklet. You may appoint not more than two proxies to attend Lodgement of proxies and queries and act for you at the Scheme Meeting. A proxy need not be Proxy/Voting Forms, powers of attorney and authorities can a Customers Shareholder. If two proxies are appointed, each be lodged in the following ways: proxy may be appointed to represent a specified number or • mail to the Customers Registry using the enclosed reply paid proportion of your votes. If no such number or proportion is envelope, or if you are outside of Australia or do not use the specified, each proxy may exercise half of your votes. reply paid envelope, to Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235, Australia; If you do not instruct your proxy on how to vote, your proxy may vote as he or she sees fit at the Scheme Meeting. • successfully transmitting by facsimile to Link Market Services Limited on (02) 9287 0309 (within Australia) A proxy will be admitted to the Scheme Meeting and given a or +61 2 9287 0309 (outside Australia); or voting card on providing written evidence of their name and • online by visiting www.linkmarketservices.com.au address at the point of entry to the Scheme Meeting.

The lodgement of a Proxy/Voting Form will not preclude a Customers Shareholder from attending in person and voting

Customers Limited – Scheme Booklet 135 Corporate directory

Customers Limited ACN 009 582 781

Registered Office Unit 2, 148 Chesterville Road, Cheltenham Victoria Australia 3192 Telephone +61 3 9090 4800 Fax +61 3 9090 4700

Financial Adviser Macquarie Capital (Australia) Limited 1 Martin Place, Sydney New South Wales Australia 2000 Telephone +61 2 8232 3333 Fax +61 2 8232 3656

Legal Adviser Freehills 101 Collins Street, Melbourne Victoria Australia 3000 Telephone +61 3 9288 1234 Fax +61 3 9288 1567

Share Registry Link Market Services Limited Locked Bag A14, Sydney South New South Wales Australia 1235 Telephone 1300 554 474 Overseas +61 2 8280 7111 Fax +61 2 9287 0303

136 Customers Limited – Scheme Booklet

Customers Limited ACN 009 582 781

Registered Office Unit 2, 148 Chesterville Road, Cheltenham Victoria Australia 3192 Telephone +61 3 9090 4800 Fax +61 3 9090 4700