COUNT LIMITED — Capital/Financing Update 2012

Feb 12, 2012

ASX ANNOUNCEMENT: CUP Monday, 13 February 2012

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Melbourne based wholly-owned subsidiary of Countplus Limited - Kidmans PEC Pty Ltd ( Kidmans ) – has today entered into a Share Sale and Purchase Agreement ( SSPA ) under which it is proposed that Kidmans will acquire all of the shares in Pacific East Coast Pty Ltd ( PEC ) – a Property and Accounting Group ( PEC Group ). The PEC Group includes PEC, 7 subsidiaries and a 50% share in a joint venture company.

Completion of the proposed acquisition of PEC under the SSPA is conditional on the satisfaction (or waiver) of certain conditions expected to be finalised within the next few weeks.

Started by Melbourne Accountant Alan Severino in 1978, the business of the PEC Group has developed to include a professional independent property buying service for Accountants, Financial Planners and Mortgage Brokers.

The PEC Group is an independent property broker of primarily new residential and commercial property.

Australia enjoys economic conditions that are very supportive of property markets and with around $100bn invested in the purchase of residential homes for investment purposes over the last few years, the fundamentals remain sound.

As a broker of new investment properties (the PEC Group is not an investor in nor a developer of property), the PEC Group is well positioned to grow in the long term and especially now that the fast growing Self-Managed Super Fund (SMSF) market can also own residential property with the aid of gearing.

The PEC Group has placed more than $3.5 billion of property via its National Alliance Member Network comprising in excess of 600 members.

Countplus Chairman, Barry Lambert said he has known the business of the PEC Group for more than 10 years and has been keen to buy it for a number of years and is excited by the potential acquisition which, if completed, will ensure that the PEC Group has a long life post the retirement of the founder Alan Severino over the next 3 years.

It is intended that post-completion, the remainder of the PEC Group’s management will remain in place and will be assisted by Kidmans Managing Partner, Mr Manish Sundarjee, who will join the PEC Board along with CUP CEO Michael Spurr.

Mr Lambert said that he can see an exciting future for the PEC Group with the rapid growth of SMSFs as well accountants, financial planners and mortgage brokers looking to source quality independently researched investment properties for their clients.

The purchase, when completed, will assist Countplus in diversifying its income away from hourly based Accounting Fees.

Initially PEC FY profits will be around 5% of CUP’s FY profits but this is expected to grow at a faster rate than Accounting based Income.

CUP aims to grow EPS by 5% pa from acquisitions on top of strong organic growth from its existing 20 businesses.

Countplus CEO, Michael Spurr said the initial purchase consideration of $3.285 million payable at completion to the sellers of PEC would be paid in cash. Subsequent performance based payments to the sellers will involve cash and equity payments and will be advised to the market when made. The purchase is expected to be EPS accretive in current and future years.

Further smaller “tuck in” acquisitions are also currently being assessed.

Countplus will release its HY results and announce it quarterly dividend on 29 February 2012.

For further information please contact:

Barry Lambert Michael Spurr Executive Chairman Chief Executive Officer Countplus Limited Countplus Limited Ph: 02 8272 0212 Ph: 02 8272 0223 Email: barry.lambert@countplus.com.au Email: michael.spurr@countplus.com.au