DATA#3 LIMITED — M&A Activity 2008

Mar 30, 2008

2007 ‘brand’….

...acquisition of Fingerprint Consulting Services (FCS)

31[st] March 2008

...content

1. overview of FCS 2. fit to acquisition criteria 3. people and customers 4. terms of the acquisition 5. impact on financial performance

...overview of FCS

• been in operation for over 4 years

• revenue in 2007 financial year ~ $5M

• premium supplier of recruitment services primarily in IT

• permanent recruitment ~ 80% of revenue

• contracting services ~ 20% of revenue

• specialised human resources consulting services

• Sydney CBD based with 10 permanent staff

• client base predominantly larger corporations across media, finance, retail and technology sectors

...fit to acquisition criteria	...fit to acquisition criteria	...fit to acquisition criteria	...fit to acquisition criteria	...fit to acquisition criteria	...fit to acquisition criteria	...fit to acquisition criteria	...fit to acquisition criteria	...fit to acquisition criteria
			Criteria		FCS Fit
			Enhance geographic scale
			Enhance expertise in specific solution area
			Strong cultural fit
			Leadership committed to staying with the business
			Price is right

... eo le and customers p p

Principles

• Steve Grace

• 12 years in recruitment industry

• originally in London

• in Australia since 1999

• member of RCSA (Recruitment & Consulting Services

• Association) NSW Council

• Darren McConnell

• 15 years in human resource management • Unilever and Pacific Dunlop

• operated his own HR consultancy from 1998 – 2004

• Master of Business in employee relations

... eo le and customers p p

Customers include:

• AAPT

• CBA

• Deacons

• Fairfax

• Sydney Water

• Clayton Utz

• Orient Capital

• News Limited

...terms of the ac uisition q

• earn-out over 3 years

• pricing:

• all payments subject to performance

• EBIT multiple ranging from 4 to 5

• paid in cash i.e. no shares

• expected to be funded from cashflow

• advance against 1[st] year earn-out on signing

• payment each year for the 3 years

• appropriate guarantees, warranties and indemnities

• • Data[#] 3’s NSW People Solutions business to merge into FCS

…im act on erformance p p

• not material in 2007/08 financial year

• expect proportion of contracting revenues to increase

• revenue growth in line with that of whole business

• 1H 2008 up 18% from pcp