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 TheATM 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