I JUL 1011 Form G

. NATIONAL OFFICE EQgle Boys DintA-Pizza AUSlrolio Ply Ud ACN 003169391 ABN 25003169391

Level I, 493 IPswich Rodd, Anner!ay QLD 41 03 FILE NG: PO Box 710, Annerley QLD 41 03 Phone: 1071 3373 I 000 Doc: Eon: 1071 3373/099 MARS/PRISM. WWW. eggleboys coin. ou

27 July 2012

Australian Competition and Consumer Commission GPO Box 3131 CANBERRA, ACT 2601

BY EMAIL: ad'udication accc. ov. au

Dear Sir/ Madam

RE: NOTIFICATION OF EXCLUSIVE DEALING (FORM G)

Please find enclosed Notification of Exclusive Dealing (Form G) together with a cheque for $100 for the lodgement fee.

It is intended that the enclosed Notification replace those Notifications currently in place in the name of Eagle Boys Dial-A-Pizza Australia Ply Ltd (being N94879 and N94066).

If you have any questions, please do riot hesitate to contact me.

Yours faithfully ()^ ^^ AN A TICHBORNE Corporate Counsel

AUST. cor'~~~' ' N CONSU^*~ ; I JUL 1011 Form G

Commonwealth of Australia Coinpet^tibn ond Consumer Act 2010 - subsection 93 (1) 11 ,. If O S NOTIFICATION OF EXCLUSIVE DEALING NO!SS! '19NOO ^ NQ - ~J J. SriV

To the Australian Competition and Consumer Commission: Notice is hereby given, in accordance with subsection 93 (1) of the Competition ond Consumer Act 2010, of particulars of conduct or of proposed conduct of a kind referred to subsections 47 (2), (3), (4), (5), (6), (7), (8) or (9) of that Act in which the person giving notice engages or proposes to engage.

I. Applicant

(a) Name of person giving notice: EAGLE BOYS DIAL-A-PIZZA AUSTRALIA PTY LTD ACN 003 16939, . of Level I, 4931pswich Road, Annerley, Queensland 4103 (Eagle Boys) Short description of business carried on by that person: ER Pizza IP Holdings Pty Ltd ACN 151537076 (Company) owns a unique system and image for the preparation and retail sale of high quality pizzas and other associated products using fresh and healthy ingredients under the "Eagle Boys Pizza" name (Business), The Company either owns or controls under licence the Eagle BOYS intellectual property which includes rights in certain valuable trademarks, logos and business names, including the network name, and includes a distinctive image which comprises designs and colour schemes for Business premises, signs, layouts, fixtures and fittings, uniforms and badges. The Company has granted a non- exclusive licence to Eagle BOYS to use the Eagle Boys intellectual property and to grant franchisees the right to operate an Eagle BOYS Business in Australia.

Legal Department, Level I, 4931pswich Road, Annerley, Queensland 41.03.

2. Notified arrangement (a) Description of the goods or services in relation to the supply or acquisition of which this notice relates:

The notification relates to the acquisition by Eagle BOYS Franchisees of:

. Certain food products, including, pizza, desserts, pizza bases and garlic bread and other related products nominated by Eagle BOYS from time to time (Products);

. Sauces, poultry and poultry products, seafood, various meats, spices, seasoning, flour, flour concentrate, vegetables, fruit, cheese and other ingredients necessary to make the Products tingredients);

Beverages, such as bottled water, juice and soft drinks for resale (Beverages);

. Boxes, cartons, containers, napkins, plastic cutlery and other items of packaging and cutlery used in the Eagle BOYS Business (Packaging);

Page I of 8 Services for the provision of warehousing and distribution of Products, ingredients, and Packaging (Services);

Machinery and equipment tinc!uding digital signage and media equipment) used in the conduct of the Business (Equipment);

. Computer and point of sale systems, software, retail management systems, helpdesk support, ecommerce systems, mobile ordering systems and applications, email marketing systems, sins marketing systems, social media based systems, kiosk ordering systems, and other related information technology systems as nominated by Eagle BOYS from time to time (Information Technology Systems);

Internet and network connections, computer hardware, and other related devices, such as printers, modems and equipment necessary to operate an Eagle Boys Business (Information Technology Hardware);

. Telephony equipment, lines, messaging systems, support services and call centres (Telephony Systems);

. Training services provided by Eagle Boys or its nominated supplier (Training);

. Marketing material design and ordering systems, merchandising and branding services (including car livery) (Marketing Materials);

. Store design services (Design Services I;

. Store construction and project management services (Construction);

. Centralised merchant banking facilities to facilitate credit card processing of customer payments from online ordering and disbursing to Franchisee's bank accounts payment Processing); and

. Uniforms,

for use in the Business and/ or supply to customers of the Business.

Description of the conduct or proposed conduct:

I. the conduct to which this notification relates is the requirement imposed by Eagle BOYS for Eagle Boys Franchisees to acquire Products, Ingredients, Beverages, Packaging, Services, Equipment, Information Technology Systems, Information Technology Hardware, Telephony Systems, Training, Marketing Materials, Design Services, Construction, Payment Processing and Uniforms from Eagle Boys or third party suppliers who have been approved by Eagle Boys (Approved Suppliersj.

Eagle Boys Franchises are granted to Eagle BOYS Franchisees, on the condition, among other things, that the Eagle BOYS Franchisees agree to buy exclusively from the Franchisor or its nominated supplier the goods or services referred to in section 2(a).

If Eagle BOYS Franchisees want to buy goods or services, referred to in section 2(a), from a supplier other than the Franchisor or an Approved Supplier, they are at liberty to do so, provided that the product is (as determined by the Franchisor in its absolute discretion):

Page 2 of 8 a. at least equal in quality, size, cut and nutritional value to the food, beverage or product it substitutes;

b. suitable for the purpose for which it is intended; and

c. consistent with, and riot prejudicial to, the image or the standards of the Business.

If Eagle BOYS considers it necessary, the Eagle BOYS Franchisee must submit a sample for testing so Eagle Boys can ensure that it meets Eagle BOYS' standards, including those of quality, taste and performance (if relevant).

In making its decision, Eagle Boys is entitled to consider whether the proposed supplier:

a. has the capacity and facilities to supply the Franchisee's needs in the required quantities and with the reliability necessary for the efficient conduct of the Business; and

b. that the proposed supplier can guarantee all Eagle BOYS requirements as set out in clause 2(iv)(ayu)-

The purpose of the conduct or proposed conduct (described above) is not to lessen competition in the relevant market(s) but to ensure:

a. Consistency and quality in the Products, Ingredients, Beverages, Packaging, Services, Equipment, Information Technology Systems, Information Technology Hardware, Telephony Systems, Training, Marketing Materials, Design Services, Construction, Payment Processing and Uniforms used and/ or sold in the Business and to ensure that the Products, Ingredients, Beverages, Packaging, Services, Equipment, Information Technology Systems, information Technology Hardware, Telephony Systems, Training, Marketing Materials, Design Services, Construction, Payment Processing and Uniforms used and/ or sold in the Business in all markets meet Eagle Boys Standards. The quality of Products, Ingredients, Beverages, Packaging, Services, Equipment, Information Technology Systems, Information Technology Hardware, Telephony Systems, Training, Marketing Materials, Design Services, Construction, Payment Processing and Uniforms can vary significantly depending on the supplier. Consistency and quality of the goods and services referred to in section 2(a) are required to ensure brand protection for Eagle Boys'

b. Consistency and quality in the supply of Products, Ingredients, Beverages, Packaging, Services, Equipment, Information Technology Systems, Information Technology Hardware, Telephony Systems, Training, Marketing Materials, Design Services, Construction, Payment Processing and Uniforms to Eagle BOYS Franchisees and customers of Eagle BOYS' This is assisted by having Approved Suppliers who are required by Eagle Boys to have strict quality checks and quality control measures.

c. Strict quality assurance and that nutritional, allergenic and safety standards are complied with by Eagle Boys Franchisees.

d. Consistency and quality in customer experience regardless of which Eagle BOYS Franchise customers buy the Products from. This gives the customer confidence that they will receive the same quality of product regardless of which store they purchase from.

e, Supply of the Products, Ingredients, Beverages, Packaging, Services, Equipment, Information Technology Systems, Information Technology Hardware, Telephony Systems, Training, Marketing Materials, Design Services, Construction, Payment Page 3 of 8 Processing and Uniforms to Franchisees in the required quantities and with the reliability necessary for Eagle BOYS Franchisees to conduct the Business.

Uniformity of the type, quality, compatibility and reliability of the Equipment, Information Technology Systems, Information Technology Hardware and Telephony Systems used by Eagle BOYS Franchisees.

g. That the Equipment, Information Technology Systems, Information Technology Hardware and Telephony Systems are fit for purpose and meet the requirements for an Eagle BOYS Business. h. Uniformity and consistency in the design, construction and quality of materials used in the construction of a Franchisee's Eagle Boys store.

Consistency in Payment Processing across the Eagle Boys network.

I. Confidence in compliance with food and safety standards (including, but riot limited to, food compliance with safety handling procedures regarding the distribution and warehousing of the Products and Ingredients).

It is vital Iy important to the Eagle BOYS brand that the Products, Ingredients, Beverages, and Packaging supplied by Eagle Boys or its Franchisees to customers meet Eagle BOYS' standards.

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

Class or classes of persons to which the conduct relates:

Franchisees or potential franchisees of Eagle BOYS who are granted the right to operate an Eagle Boys Business on the terms set out in the Franchise Agreement between the Parties,

(b) Number of those persons: in At present time:

307 (as at 3 July 2012)

(Ii) Estimated within the next Year:

14 additional

4. Public benefit claims

(a) Arguments in support of notification:

i. Eagle Boys submits that the conduct or proposed conduct has considerable public benefit and no anti-competitive effects. ii. Eagle BOYS Franchisees operate in a number of competitive retail markets throughout Australia, including, metropolitan and regional areas. The existence of Eagle BOYS Franchises in the marketplace will increase competition. Eagle BOYS Franchisees gain a number of benefits from being part of the Eagle Boys system, including, but not limited to:

a) High quality Products, Ingredients, Beverages, Packaging, Services, Equipment, Information Technology Systems, Information Technology Hardware, Telephony

Page 4 of 8 Systems, Training, Marketing Materials, Design Services, Construction, Payment Processing and Uniforms; b) Access to better buying power because of discounts provided by Approved Suppliers based upon the volume of product supplied to the network as a whole; c) Certainty of supply from Approved Suppliers;

d) Access to Information Technology Systems, Information Technology Hardware, Telephony Systems and support which has been specifically developed for the Business;

e) Eagle BOYS Franchisees contribute to an Advertising Fund (Adfund). The greater the network, the greater sales that can be achieved which results in greater contributions to the Adfund. This means that Eagle Boys can spend more money on advertising and marketing activities across Australia, increasing brand awareness for all Franchisees. The branding of the Business and group marketing power will assist to draw more customers to the Eagle BOYS Franchisees' Business than if they were independent operators; f) Access to a dedicated marketing department who can provide assistance and support to Franchisees and ensure compliance with relevant legislation, such as the Coinpetitibn ond Consumer Act 2010 and the Spom Act 2003; g) Eagle Boys has over 25 years of experience in operating retail businesses. The Eagle Boys Support Office provides systems and operating procedures for franchisees to follow, providing Eagle Boys Franchisees with significant advantages associated with managing and operating their businesses; h) Eagle Boys provides its Franchisees with general advice in relation to operational Issues (e. g. stock management, storing/preparation of food, improvement of relationships with employees & suppliers, managing cost of goods sold (COGS); and;

i) Compliance with food and safety standards by designating Approved Suppliers Eagle Boys can ensure that Eagle BOYS and its Franchisees fully comply with all relevant food and safety standards relating to the packaging and distribution of the Products and Ingredients (including, but not limited to, requirements as to food labelling and handling). iv. Eagle BOYS submits that the intended effect of the proposed conduct is to assist Eagle Boys Franchisees to satisfy and meet the expectations of consumers in all relevant markets in Australia, by ensuring the provision of high quality products and consistent service across all Eagle BOYS Franchises.

v. The proposed conduct will also ensure that Eagle BOYS Franchisees reduce and manage any potential product risks, by ensuring Approved Suppliers are HACCP Australia Food Safety Accredited, so that at every stage of the production chain the necessary steps are in place to ensure food safety is handled and managed correctly. vi. The increased competitiveness and viabilitY of the Eagle BOYS Franchisees enables them to compete and promote competition amongst larger businesses, resulting in greater competition at the retail level and better prices and increased service levels for end consumers,

The proposed conduct will give Approved Suppliers certainty of supply and quantities of supply to Eagle Boys Franchisees which may result in:

i. cost savings in the management of their businesses; ii. increased business efficiency; and

Page 5 of 8 iii. promotion of competition among Approved Suppliers. Facts and evidence relied upon in support of these claims:

i. Eagle Boys has over 25 years of experience in operating retail businesses; ii. Eagle BOYS has over 25 Years in sourcing Products and Ingredients for use in Eagle BOYS Franchises. It has sourced Products and Ingredients of a high quality at competitive prices for its Franchisees. Eagle Boys is continually reviewing the quality and price of these Products and Ingredients. In circumstances where a suitable Product or Ingredient was not available in the market, it has negotiated with suppliers to develop a suitable Product or Ingredient; iii. Eagle BOYS has its own internal Business Technology department who are continuously improving the Eagle Boys Information Technology Systems, Information Technology Hardware, Telephony Systems and support which have been specifically developed for the Business;

iv. Principles and guidance provided to Eagle BOYS by HACCP Australia, a leading project management company which designs, implements and manages food safety programmes for organizations in the food industry. HACCP Australia Food Safety Accreditation provides a recognised endorsement of food safety excellence; v. Eagle Boys ensures strict adherence with the Franchise Code and all related legislation; and vi. Eagle BOYS competes in a very competitive market, with a large number of participants including brands such as Dominos, Pizza Hut, Pizza Capers, Crust along with supermarkets (such as Co!es and Woolworths).

Market definition

Provide a description of the market(s) in which the goods or services described at 2 (a) are supplied or acquired and other affected markets including: significant suppliers and acquirers; substitutes available for the relevant goods or services; any restriction on the supply or acquisition of the relevant goods or services (for example geographic orlegal restrictions):

i. Eagle BOYS submits that the relevant market is:

a) The wholesale market for the supply of Products, Ingredients, Beverages, Packaging, Services, Equipment, Information Technology Systems, Information Technology Hardware, Telephony Systems, Training, Marketing Materials, Design Services, Construction, Payment Processing and Uniforms; and

by The quick service restaurant market and the retail market for the supply of Products in Australia.

ii. Eagle BOYS further submits that these markets are highly competitive and that there are a large number of participants in each of them.

Public detriments

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

Eagle Boys believes that the proposed conduct does not pose any detriment to the Franchisees or potential Franchisees; and ii. There is no detriment to the general public.

Facts and evidence relevant to these detriments:

Page 6 of 8 Franchisees may request the consent of the Franchisor to purchase the goods or services referred to in section 2(a), from other supplier(s) provided the other supplier(s) can meet Eagle BOYS standards, To the extent that the conduct or proposed conduct contravenes section 47 of the Act, Eagle Boys submits that the public benefits resulting from the conduct or proposed conduct overwhelmingIy outweigh any public detriment caused by the conduct or proposed conduct.

7. Further information

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

Anna Tichborne Corporate Counsel Eagle Boys Dial-A-Pizza Australia PtY Ltd Level I, 4931pswich Road Annerley, Queensland 41.03

Dated: 82 'I' d ,, 1, , 20, .2 Signed by/on behalf of the 'cant

(Signature)

~--- I CD-> C, 61Q-j'^"'~0, \/ (Full Name)

EAGLE BOYS DIAL-A-PIZZA AUSTRALIA PTY LTD (Organisation)

12^A b ;, I ^, b I FC;'<' 'f^?re. . (Position in Organisation)

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5 0 JUL 2012

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Page 7 of 8 DIRECTIONS

I. In lodging this form, applicants must include all information, including supporting evidence that they wish the Commission to take into account in assessing their notification. Where there is insufficient space on this form to furnish the required information, the information is to be shown on separate sheets, numbered consecutive tv and signed by or on behalf of the applicant. If the notice is given by or on behalf of a corporation, the name of the corporation is to be inserted in item I (a), not the name of the person signing the notice, and the notice is to be signed by a person authorised by the corporation to do so. Describe that part of the business of the person giving the notice in the course of which the conduct is engaged in. If particulars of a condition or of a reason of the type referred to in section 47 of the Competition Grid Consumer Act 2010 have been reduced in whole or in part to writing, a copy of the writing is to be provided with the notice, Describe the business or consumers likely to be affected by the conduct. 6. State an estimate of the highest number of persons with whom the entity giving the notice is likely to deal in the course of engaging in the conduct at any time during the next Year. 7. Provide details of those public benefits claimed to result or to be likely to result from the proposed conduct including quantification of those benefits where possible. 8. Provide details of the market(s) likely to be affected by the notified conduct, in particular having regard to goods or services that may be substitutes for the good or service that is the subject matter of the notification.

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

Page 8 of 8