COUNT LIMITED — Capital/Financing Update 2010

Dec 21, 2010

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The Countplus Directors provide the following information in order to satisfy ASX conditions of quotation:

1. Acquisition Agreements

The Final Acquisition Agreements for the Countplus Firms have successfully completed subject to one vendor who has yet to provide clear title to their shares in one of these Firms. These shares represent 5.8% of the total shares in that firm. This is expected to be finalised in the next few days and will result in an additional issue of 187,838 CUP shares;

2. Acquisitions completed prior to the Public and Principals offer

The Share Sale and Purchase Deed between the Company and Wearne & Co successfully completed on 16 August 2010; and

The Business Sale and Purchase Deed between the Company and TFSA successfully completed 30 September 2010.

3. Voluntary Escrow Arrangements

There are eighty-one million five hundred and thirty-eight thousand nine hundred and seventy-one (81,538,971) securities subject to voluntary escrow. These are subject to a maximum escrow period of 3 years.

4. Capital Structure

The Company’s capital structure following completion of the Principals Offer is summarised below:

Capital Structure of Countplus Limited (CUP) following Public and Principals Offer
Shareholder Group	No. of Shares	(%) Ownership
Count Financial Limited	40,945,747	39.8%
TFSA Vendors	4,616,246	4.5%
Principals	44,922,725	43.7%
Public	12,387,586	12.0%
Total Shares	102,872,304	100.0%

5. Updated Pro-Forma Balance Sheet

The Replacement Prospectus dated 19 November 2010 included a Pro-Forma Balance Sheet as at 30 June 2010. An updated Pro-Forma Balance Sheet as at 30 June 2010 is included below which includes the final amount of funds raised under the Principals and Public Offer. This table should be read in conjunction with the Replacement Prospectus.

Pro Forma Historical Balance Sheet following Principal & Public Offer Completion	Pro Forma Historical Balance Sheet following Principal & Public Offer Completion
CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Investments in Associates and financial assets Property, plant and equipment Deferred tax assets Intangible assets Other assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables Borrowings Current tax liabilities Short-term provisions Other current liabilities TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Trade and other payables Other financial liabilities Borrowings Deferred tax liabilities Other long-term liabilities TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Retained earnings Minority Interest TOTAL EQUITY	Pro forma consolidated as at 30 June 2010 $ '000 10,465 15,059 4,201
	29,726 344 5,032 768 118,430 64
	124,638
	154,363
	4,597 2,025 3,652 6,020 9,577
	25,870 75 284 142 1,229 1,502
	3,232 29,102
	125,261
	115,584 - 9,613 64
	125,261

For further information please contact:

Barry Lambert Executive Chairman Countplus Limited Ph: 02 8272 0222 Email: barry.lambert@count.com.au

Michael Spurr Chief Executive Officer Countplus Limited Ph: 02 8272 0223 Email: michael.spurr@countplus.com.au