SEQUOIA FINANCIAL GROUP LTD — M&A Activity 2014

Jun 24, 2014

25 June 2014

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ASX Announcement & Media Release

MDS Financial Group Limited

ACN 091 744 884

MDS Financial Group to acquire Sequoia Financial Group

Level 37

Rialto South Tower 525 Collins Street Melbourne VIC 3000

T: +61 3 9617 0600 F: +61 3 9617 0699 asx@mdsfi nancial.com.au

ASX Code: MWS

MDS Financial Group Limited (ASX: MWS) is pleased to announce that it has signed a non-binding Term Sheet with Sequoia Financial Group Limited (“SFG”) to acquire 100% of Sequoia Financial Group.

MDS has previously indicated to the market it was seeking to merge with a synergistic company and the Board believes that SFG meets these criteria.

MDS will acquire 100% of the equity in SFG from SFG’s existing owners (“Vendors”). Consideration for the acquisition will be the issue of new shares in MDS to the Vendors (“SFG Acquisition”). Following completion of the current Rights Issue (assuming it is fully subscribed) SFG vendors will be entitled to approximately 70% of the MDS issued share capital based on a minimum ex-rights issue price of $0.0075 per share.

Directors

Peter Stirling

Chairman and Non-Executive Director

Richard Symon Executive Director

SFG delivers fi nancial products and services to self-directed investors, SMSF Trustees and their advisers through its wholly-owned subsidiaries, Sequoia Superannuation Pty Limited, Sequoia Asset Management Pty Limited and Sequoia Specialist Investments Pty Limited. These businesses provide general advice to retail clients, originate structured fi nancial products, and provide administration services to self- managed superannuation funds (“SMSF”).

Jamie Khoo

Independent Non-Executive Director

SFG has three operating businesses:

Sequoia Asset Management

Secretariat

Andrew Phillips

Sequoia Asset Management is an investment services fi rm headquartered in Sydney with offi ces in Melbourne and Brisbane. Sequoia Asset Management provides general advice to clients covering portfolio management, SMSF, direct shares, superannuation, structured products, option trading, personal insurance, margin lending and cash solutions.

Company Secretary

Sequoia Superannuation

515.1 million listed shares

Sequoia Superannuation is a specialist SMSF administration services fi rm servicing clients Australia-wide. Currently this service division provides administration services to more than 700 SMSFs and has experienced rapid growth.

Sequoia Specialist Investments

This business is a leading issuer of structured products to retail investors and also has the capacity to issue bespoke products to sophisticated and wholesale investors. It has established a suite of products providing investors with exposure to unique investment themes.

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25 June 2014

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ASX Announcement & Media Release

MDS Financial Group Limited

ACN 091 744 884

Level 37

MDS Executive Director, Richard Symon, said that there were clear synergies between the two companies with MDS’ status as an ASX participant and software provider offering some clear product enhancements and diversifi cation that would improve margins in the merged company.

Rialto South Tower

525 Collins Street Melbourne VIC 3000

T: +61 3 9617 0600 F: +61 3 9617 0699

“Sequoia is a substantial and well-managed company with $20 million plus annual revenues in FY13 with strong EBIT performance. The exciting and attractive aspects of the acquisition are the very appealing growth opportunities open to both businesses and the cross-fertilisation that would result from bringing the two complementary businesses together”.

Proposed Transaction

ASX Code: MWS

Completion of the Proposed Transaction is subject to a number of conditions being satisfi ed (unless waived), including:

• Entry into a binding share sale and purchase agreement between MWS and SFG;

Directors

• Satisfactory due diligence being conducted by both parties;

• An Independent Expert’s report supporting the Proposed Transaction for the existing MWS shareholders;

Peter Stirling

Chairman and Non-Executive Director

Richard Symon

Executive Director

• Approval from MWS & SFG shareholders for the Proposed Transaction;

• Satisfaction of various fi nancial criteria by both parties; and

• Such other conditions precedent which may be agreed upon entry into the binding transaction documents.

Jamie Khoo

Independent Non-Executive Director

Indicative Timetable

The parties intend to execute a Share Sale and Purchase Agreement as soon as reasonably practicable.

Secretariat

As the Proposed Transaction will be subject to MWS obtaining all necessary regulatory & shareholder approvals it is anticipated the transaction will be completed within the next three months.

Andrew Phillips

For further information please contact:

Company Secretary

Richard Symon on 03 9617 0617

515.1 million listed shares

END

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