STEADFAST GROUP LIMITED — Investor Presentation 2014

Feb 23, 2014

Investor Presentation 1H FY14 Results 24 February 2014

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Presenters: Robert Kelly, Managing Director & CEO Stephen Humphrys, Chief Financial Officer

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Important notice
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This presentation contains general information in summary form which is current as at 24 February 2014. It presents financial information on both a statutory basis (prepared in accordance with Australian accounting standards which comply with International Financial Reporting Standards (IFRS)) and non-IFRS basis. This presentation is not a recommendation or advice in relation to Steadfast Group Limited (“Steadfast”) or any product or service offered by Steadfast’s subsidiaries. It is not intended to be relied upon as advice to investors or potential investors, and does not contain all information relevant or necessary for an investment decision. It should be read in conjunction with Steadfast’s other periodic and continuous disclosure announcements filed with the Australian Securities Exchange, and in particular the Half Year Report for the half year ended 31 December 2013. These are also available at www.steadfast.com.au.

No representation or warranty, express or implied, is made as to the accuracy, adequacy or reliability of any statements, estimates or opinions or other information contained in this presentation. To the maximum extent permitted by law, Steadfast, its subsidiaries and their respective directors, officers, employees and agents disclaim all liability and responsibility for any direct or indirect loss or damage which may be suffered by any recipient through use of or reliance on anything contained in or omitted from this presentation. No recommendation is made as to how investors should make an investment decision. Investors must rely on their own examination of Steadfast, including the merits and risks involved. Investors should consult with their own professional advisors in connection with any acquisition of securities.

The information in this presentation is for general information only. To the extent that certain statements contained in this presentation may constitute “forward-looking statements” or statements about “future matters”, the information reflects Steadfast’s intent, belief or expectations at the date of this presentation. Steadfast gives no undertaking to update this information over time (subject to legal or regulatory requirements). Any forward-looking statements, including projections, guidance on future revenues, earnings and estimates, are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Steadfast’s actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Any forward-looking statements, opinions and estimates in this presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Neither Steadfast, nor any other person, gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this presentation will actually occur. In addition, please note that past performance is no guarantee or indication of future performance.

This presentation does not constitute an offer to issue or sell securities or other financial products in any jurisdiction. The distribution of this presentation outside Australia may be restricted by law. Any recipient of this presentation outside Australia must seek advice on and observe any such restrictions. This presentation may not be reproduced or published, in whole or in part, for any purpose without the prior written permission of Steadfast.

Local currencies have been used where possible. Prevailing current exchange rates have been used to convert local currency amounts into Australian dollars, where appropriate.

All references starting with “FY” refer to the financial year ended 30 June. For example, “FY14” refers to the year ended 30 June 2014. All references starting with “1H FY” refer to the financial half year ended 31 December. For example, “1H FY14” refers to the half year ended 31 December 2013.

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Agenda
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• Who we are

• Service provider and consolidator

• Steadfast GWP growth

• 1H FY14 highlights

• Financial information

• Strategy & outlook

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Who we are
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LARGEST general insurance broker network in Australia[1 ]

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Founded in 1996 as a collective buying and service group for independent brokers

Network has grown from 43 to 285 insurance broker businesses representing over $4.0bn in GWP

Equity interests in 60 broker businesses, 5 underwriting agencies and 2 ancillary businesses

50% joint venture in Macquarie Premium Funding

Registered broker in Singapore

455 offices across Australia and New Zealand

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Note: 1. Measured by annual premiums placed (23% market share in FY13) and number of licensed brokers (32% market share in FY13)

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Service provider and consolidator
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18 years as a broker cluster group; first year as a consolidator

Steadfast Network Brokers
	Steadfast Equity Brokers	Steadfast Underwriting Agencies	Premium Funding	Ancillary Businesses
Services provided to 285 brokers Includes education and training, technical advice, brand and marketing support, information systems and other ongoing support services. Funded by Marketing & Administration (M&A) Fees paid to Steadfast from Strategic Partners. Number of brokers up from 279	Equity interests in 62 brokers 6 integrating into hubs	Equity interests in five u/w agencies Acquired 60% of Protecsure (December 2013)	50% joint venture in Macquarie Pacific Premium Funding Macquarie Premium Funding acquired Pacific Premium Funding in March 2013	Equity interests in two support services businesses Acquired remaining 12.5% of White Outsourcing (January 2014)

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Strong GWP growth
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Network Brokers

Gross Written Premium (GWP)

Equity Brokers Gross Written Premium (GWP)

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4.0 $3.8bn
3.5
$3.2bn
3.0
2.0
2.5
1.6
2.0
1.5
1.0 2.0
1.8
1.5
0.5
0.0
FY12 FY13 1H/FY14
$bn
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1,000 $0.9bn $1.0bn
800
512.6
487.8
600
400
446.6 454.7 487.5
200
0
1H/FY12 & 1H/FY13 & 1H/FY14
2H/FY12 2H/FY13
$m
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Up 9.0% compared to 1H FY13

Up 7.2% compared to 1H FY13

• Steadfast Network GWP no longer includes the fire service levy which is no longer applied in Victoria and which generates no income for brokers (1H FY14: $46.1m, 1H FY13 $110.8m, FY13: $177.6m)

• Network GWP higher than Equity Broker GWP growth due to net new members in the Steadfast Network

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Drivers of Network GWP growth
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$billion

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6.9% organic
(price and volume)
+
2.1% new
broker growth
=
9.0%
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1 Based on the increase in average price per premium broked by the Steadfast Network (sample size of over 775,000 policies in 1H FY14)

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Solid pro-forma 1H FY14 results
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• Pro-forma revenue (IFRS view) of $73.6m, up 6.8% compared to 1H FY13

• Pro-forma EBITA pre Corporate Office expenses (IFRS view) of $33.0m, an increase of 14.4%

• 1H/2H split: achieved 49% of FY14 pro-forma prospectus forecasted EBITA pre Corporate Office expenses (vs 47% for 1H FY13 as a percentage of FY13)

• 1H FY14 dividend of 1.8 cents per share, fully franked, to be paid in April 2014

• Acquisitions: purchased 60% of underwriting agency Protecsure and 12.5% balance of White Outsourcing; strong pipeline of opportunities

• Hubs: Sydney, Melbourne, Perth and Brisbane completed with discussions underway for other major cities in Australia

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Financial information

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Click to Edit Title ontinu ng growth
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Pro-forma EBITA pre Corporate Office expense

Pro-forma IFRS summary

FY end 30 June 1H FY14 1H FY13 % growth FY14 Prospectus Forecast EBITA pre Corporate Office expense ($m) 33.0 28.9 14.4% 67.9 NPAT ($m) 14.5 13.4 7.7% 30.1 Reported EPS (cents) 2.89 2.69 7.7% 6.01 NPATA ($m) 18.8 17.0 10.7% 37.8 Cash EPS (cents) 3.75 3.39 10.7% 7.54 Number of ordinary shares on issue (m) 501.0 501.0 501.0 $m 0 10 20 30 40 50 60 70	67.9
	52.3 54.3 28.9 33.0 61.1
	FY11 FY12 1H/FY13 & FY13 1H/FY14 & FY14 Prospectus Forecast

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Click to Edit Title
Strong profit growth
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Pro-forma Statement of Income (IFRS View)

$ millions	1H FY14	1H FY13	% growth	FY14 Prospectus Forecast
Fees and commissions	46.8	43.9	6.4%	100.1
M&A Fees	13.7	12.2	11.8%	26.0
Interest income	1.3	1.7	-21.5%	3.2
Other revenue	11.8	11.2	6.9%	22.7
Revenue – Consolidated entities	73.6	69.0	6.8%	152.0
Expenses – Consolidated entities	52.4	50.6	3.6%	107.5
EBITA – Consolidated entities	21.2	18.4	15.6%	44.5
Share of EBITA from associates and joint ventures	11.8	10.5	12.3%	23.4
EBITA – Pre Corporate Office expenses	33.0	28.9	14.4%	67.9
Corporate Office expenses	3.2	1.1	n/a	7.3
EBITA – Post Corporate Office expenses	29.8	27.8	7.4%	60.6
Net profit after tax	15.7	14.4	9.2%	33.5
Net profit attributable to Steadfast members	14.5	13.5	7.7%	30.1
Net Profit after Tax and before Amortisation	18.8	17.0	10.7%	37.8

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 Revenue up 6.8% yoy
 M&A Fees up 11.8% yoy
reflecting Network GWP
growth of 9.0% and new
strategic partners and
products
 EBITA pre Corporate Office
expenses up 14.4% yoy
 Rise in corporate office
expenses due to new
corporate structure and ASX
listing
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Drivers of M&A Fee growth
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$million

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6.9% premium
growth
+
4.3% more M&A
products
+
0.6% premium
funding
=
11.8%
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Contributions to profit growth
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Breakdown of the change in EBITA pre Corporate Office expenses

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$million
40
35 0.2m 33.0m
2.7m 0.0m 0.8m 1.1m
28.9m -0.6m
30
25
20
15
10
5
0
IFRS EBITA Consolidated Equity Macquarie Steadfast Underwriting Ancillary IFRS EBITA
1H FY13 brokers accounted Premium Group agencies 1H FY14
brokers Funding Limited
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Click to Edit Title
Healthy profit margins
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EBITA margin pre Corporate Office expenses (Aggregated View)

				FY14
$ millions	1H FY14	1H FY13	% growth	Prospectus
				Forecast
Consolidated brokers	32.2%	27.5%	4.7%	32.6%
Equity accounted	25.2%	25.7%	-0.5%	29.2%
Underwriting agencies	34.7%	23.9%	10.8%	39.6%
Ancillary	18.5%	16.4%	2.1%	16.9%
Premium funding	22.8%	34.5%	-11.7%	18.0%
Steadfast	20.4%	28.6%	-8.2%	14.4%
Total EBITA margin (pre Corporate Office expenses)	26.3%	26.7%	-0.4%	27.0%

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 Improved profit margin for
consolidated brokers
 Underwriting agencies margins
improving
 Premium funding restructuring
ahead of schedule
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Balance sheClick to Edit Title t positioned for growth
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Click to Edit Title Balance she t p	ositio	ned f
		31/12/12 Pf
$ millions	31/12/13	post IPO
Cash and cash equivalents	52.2	70.4
Cash held on trust	56.5	50.9
Receivables & other	77.1	68.8
Total current assets	185.8	190.1
Equity accounted investments	153.4	132.4
Property, plant and equipment	18.8	17.7
Identifiable intangibles	72.3	71.7
Goodwill	252.9	236.4
Deferred tax assets & other	21.1	17.0
Total non-current assets	518.5	475.2
Total assets	704.3	665.3
Trade and other payables	124.7	107.5
Loan and borrowings	1.1	0.6
Other	20.4	16.6
Total current liabilities Loans and borrowings	146.2 7.5	124.7 6.2
Deferred tax liabilities & other	34.2	33.3
Total non-current liabilities	41.7	39.5
Total liabilities	187.9	164.2
Net assets	516.4	501.1

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 Conservative balance sheet
(consolidated basis)
 $29m cash on hand for
acquisitions
 Zero debt at holding company
 $8.6m debt belongs to broker
businesses
 $85m debt facility in place
 Pro-forma balance sheet based on
$1.00 IPO Price (page 74 of IPO
Prospectus)
 Balance sheet does not reflect ~$9m
shareholder dividends to be paid in
April 2014
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Healthy increase in cash and cash
Click to Edit Title
equivalents
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Dividends from equity accounted investments due by mid February

due by mid February
$millions	1H FY14	1H FY13
Cash flows from operating activities
Receipts from customers	90.1	21.1
Payments to suppliers and employees, and member rebates	-88.4	-20.1
Dividends received from associates and joint venture	3.5	-
Interest received net of interest and other finance costs paid	1.7	0.0
Income taxes paid	-1.8	0.0
Net cash from operating activities before customer trust accounts movement	5.1	1.0
Net movement in customer trust accounts	-20.8	-0.3
Net cash from operating activities	-15.7	0.7
Net cash used in investing activities	-166.7	-13.3
Net cash from financing activities	279.4	10.2
Net increase/(decrease) in cash and cash equivalents	97.0	-2.5
Cash and cash equivalents at 1 July	11.5	10.0
Cash and cash equivalents at 31 December	108.5	7.5
Cash held on trust included in cash and cash equivalents	56.5	8.2

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 Cash held in trust balances high
when Steadfast purchased equity
stakes in brokers causing $21m
outflow in 1H FY14
 Cash used in investing activities
includes $171m (net of cash and
trust cash acquired) paid for equity
stakes in brokers and other
businesses
 Cash from financing activities
includes $334m raised from IPO
and repayment of debt
 Dividends from equity accounted
investments due by mid February
(at least 75% of profit after tax)
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Fully franked dividend of 1.8 cents
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• Dividend payout ratio target: 65% to 85% of net profit after tax, and a minimum of 50% of net profit after tax before amortisation and impairment of intangibles

• Fully franked dividend of 1.8 cents

• Expected interim/final dividend split: 40%/60%

• Dividend Reinvestment Plan (DRP): dividends eligible for reinvestment under the DRP; 1H FY14 DRP will be funded by issue of new SDF shares; no discount

• Key dates for 1H FY14 dividend:

• Ex date – Monday 17 March

• Record date – Friday 21 March

• Payment date – Monday 14 April

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Click to Edit Title
1H FY14 statutory results
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Reflects 5 months of operations from IPO acquisitions and a number of non-recurring items

$ millions	1H FY14	1H FY13
Revenue
M&A fees	13.5	12.2
Revenue from wholly owned entities	49.1	1.7
Share of profits of associates and joint venture	6.2	2.1
Profit on fair value of 50% stake in Miramar now wholly owned	4.6	-
Other revenue	0.2	0.0
Total revenue	73.6	16.1
EBITA from core operations	24.8	6.0
Profit on fair value of 50% stake in Miramar now wholly owned	4.6	-
Due diligence and restructure costs	-2.3	-2.7
Share based payment expense on share options and executive loans and shares Statutory EBITA	-5.7 21.4	- 3.3
Amortisation	-4.2	0.0
Finance costs	-1.7	-0.2
Income tax expense	-5.8	-1.1
Net profit after tax	9.7	1.9
Non-controllinginterests	-0.9	0.0
Net profit after tax	8.8	1.9
Foreign exchange benefit from NZ$	0.6	-
Total comprehensive income	9.4	1.9

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 Statutory M&A Fees adjusted for M&A
Fees from Steadfast underwriting
agencies’ payments
 Increase in EBITA from core operations
derived from IPO Acquisitions and
higher M&A Fees
 Non-recurring items consist of:
 Non-cash profit on revaluation of
Steadfast’s 50% stake in Miramar
 Due diligence and restructure costs
 Non-cash share based payment
expense on share options to Key
Management Personnel of acquired
businesses and executive shares
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Strategy & outlook

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Strategic initiatives
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• Continue to provide and enhance the Network services that our brokers rely upon

• Maintain and expand our strategic partnerships

• Finalise initial hubs in each state

• Convert, where appropriate, the acquisitions and other opportunities under consideration

• Develop and acquire underwriting agencies in niche and complementary areas

• Implement Project 360 

• Demonstrate, internally and externally, the synergies we can create by amalgamation and back office integration

• Evaluate, develop, implement and roll out Steadfast Direct for the retail sector of our client base

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Project 360˚ Vision
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Clients

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Insurance Broking
Account
Insurer Payments
Electronic
Deposits
Electronic
Deposit
Report for
Receipting
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Designated Partner
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Hubbing
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 Sydney

 now 80% owned

• pilot Project 360 

 Melbourne

Estimated synergies to emerge over the next 2 years starting in FY15

• 80% owned

 Perth

• 67% owned, developed



 Brisbane

• continued development

 Tasmania

 under development

 South Australia/NT

 scoped

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Acquisition pipeline
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Steadfast is the natural acquirer of further interests in Steadfast Network Brokers, and a potential acquirer of non-aligned brokers and underwriting agencies

• Active dialogue with potential acquisitions

• Strict criteria being followed. Acquisitions must be EPS accretive to shareholders within the first 12 months, assuming 85% equity funded

• Current balance sheet capacity of close to $120 million

• Brokers and underwriting agencies are our prime targets

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Steadfast 2014 Convention
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• Largest insurance conference in Australia

• 4 day event focused on networking, products and services and education around regulation, risks, technology, growth opportunities, etc.

• Open only to the Steadfast Network, its strategic partners and service providers

• Venue alternates between different major cities across Australia

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Conclusion
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• Steadfast has performed strongly

• Strategic initiatives being delivered with success

• Robust acquisition and organic pipeline for growth

• Experienced team to implement strategy

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Q&A

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Appendices

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Pro-forma statement of income
(IFRS view) Click to Edit Title
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Click to Edit Title (IFRS view)
				FY14
$ millions	1H FY14	1H FY13	% growth	Prospectus
				Forecast
Fees and commissions	46.8	43.9	6.4%	100.1
M&A Fees	13.7	12.2	11.8%	26.0
Interest income	1.3	1.7	-21.5%	3.2
Other revenue	11.8	11.2	6.9%	22.7
Revenue – Consolidated entities	73.6	69.0	6.8%	152.0
Employment expenses	30.8	27.4	12.7%	59.5
Occupancy expenses	2.8	3.3	-16.4%	6.3
Other expenses	18.8	19.9	-5.6%	41.7
Expenses – Consolidated entities	52.4	50.6	3.6%	107.5
EBITA – Consolidated entities	21.2	18.4	15.6%	44.5
Share of EBITA from associates and joint ventures	11.8	10.5	12.3%	23.4
EBITA – Pre Corporate Office expenses	33.0	28.9	14.4%	67.9
Corporate Office expenses	3.2	1.1	nm	7.3
EBITA – Post Corporate Office expenses	29.8	27.8	7.4%	60.6
Net financing expense	-0.6	-1.1	-47.8%	-0.5
Amortisation expense	-4.8	-4.3	11.0%	-9.5
Income tax expense	-8.8	-8.0	9.7%	-17.1
Non-controlling interests	-1.2	-0.9	26.2%	-3.4
Net profit after tax	15.7	14.4	9.2%	33.5
Non-controlling interests in net profit after tax	1.2	0.9	30.4%	3.4
Net profit attributable to Steadfast members	14.5	13.5	7.7%	30.1
Amortisation expense	4.3	3.5	22.0%	7.7
Net Profit after Tax and before Amortisation	18.8	17.0	10.7%	37.8

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Pro-forma revenue and EBITA pre CO
expenses Click to Edit Title (Aggregate view)
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				FY14
$ millions	1H FY14	1H FY13	% growth	Prospectus
				Forecast
Revenue
Consolidated brokers	47.3	45.7	3.4%	99.8
Equity accounted	71.5	69.8	2.5%	149.2
Revenue from brokers	118.8	115.5	2.9%	249.0
Underwriting agencies	10.8	9.4	15.6%	20.7
Ancillary	12.0	9.8	23.5%	21.3
Premium funding	31.6	18.3	72.0%	59.7
Steadfast	15.1	13.1	15.6%	29.9
Total revenue	188.4	166.1	13.4%	380.6
Total EBITA (pre CO expenses)	49.5	44.4	11.6%	103.0
EBITA (pre CO expenses)
Consolidated brokers	15.2	12.6	21.2%	32.6
Equity accounted	18.0	17.9	0.7%	43.5
Underwriting agencies	3.8	2.2	67.8%	8.2
Ancillary	2.2	1.6	39.2%	3.6
Premium funding	7.2	6.3	13.9%	10.8
Steadfast	3.1	3.7	-17.4%	4.3
Total EBITA (pre CO expenses)	49.5	44.4	11.6%	103.1

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Pro-forma rClick to Edit Title sults (Aggregate view)
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Revenue and EBITA margin pre Corporate Office expenses (Aggregated View)

$ millions FY11 FY12 1H FY13 FY13 1H FY14 FY14 Prospectus Forecasts	$ millions FY11 FY12 1H FY13 FY13 1H FY14 FY14 Prospectus Forecasts
Revenue Consolidated brokers 87.6 92.0 45.7 94.2 47.3 99.8 Equity accounted 123.8 135.6 69.8 143.6 71.5 149.2
Revenue from brokers 211.4 227.6 115.5 237.8 118.8 249.0 Underwriting agencies 17.6 18.6 9.4 19.7 10.8 20.7 Ancillary 15.8 18.1 9.8 21.4 12.0 21.3 Premium funding 23.9 26.9 18.3 37.9 31.6 59.7 Steadfast 22.4 24.3 13.1 29.1 15.1 29.9
Total revenue 291.1 315.5 166.1 345.9	188.4 380.6
Total EBITA (pre CO expenses) 75.4 81.6 44.4 92.1	49.5 103.0
EBITA margins (pre CO expenses) Consolidated brokers 35% 32% 27.5% 31% 32.2% 32.6% Equity accounted 25% 26% 25.7% 27% 25.3% 29.2% Underwriting agencies 22% 25% 23.9% 26% 34.7% 39.6% Ancillary 16% 15% 16.4% 17% 18.5% 16.9% Premium funding 28% 29% 34.5% 23% 22.8% 18.0%
Steadfast 3% 6% 28.6% 22%	20.4% 14.4%
Total EBITA margin (pre CO expenses) 26% 26% 26.7% 27% 26.3% 27.0%

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Reconciliation between Pro-forma and
Statutory profit for 1H FY14 Click to Edit Title
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35
5.6m 0.5m 33.0m
 xx
30
26.9m
25  x
20  x
15  x
10
5
-
Statutory EBITA pre CO July trading IPO expenses Pro forma EBITA pre CO
from core operations from core operations
$million
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Pro-forma P&L items Click to Edit Title (IFRS view)
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Other revenue

$millions	1H FY14	1H FY13	Variance
Management fee income	0.5	0.5	-0.0
Fee income for other professional services	8.5	7.8	0.7
Other income	2.9	2.8	0.1
Total other revenue	11.9	11.1	0.8

Other expenses

$millions	1H FY14	1H FY13	Variance
Rebate to Steadfast brokers	3.6	2.5	1.1
Cost of broker services	1.3	1.6	-0.3
Selling expenses	2.3	3.4	-1.1
Administration expenses	10.7	11.5	-0.8
Depreciation of PP&E	0.9	0.9	-0.0
Total other expenses	18.8	19.9	-1.1

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Click to Edit Title
Ordinary shares on issue
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millions	**No. of ordinary shares1 **
Ordinary shares on issue as at 31 December 2013	501.0
Made up of:2
Re-weighting Shares	65.7
Executive Shares	10.9
Consideration Shares	134.2
IPO Shares	290.2

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 172.5 million shares
under escrow until 31
August 2014
 Escrow shares are
owned by Steadfast
brokers and associates
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Notes: 1. IPO shares were issued at the Final Price of $1.15 per share. Re-weighting Shares, Executive Shares and Consideration Shares were issued at $1.00 per share. 2. The description of shares that make up total ordinary shares have the meaning of those terms given in the IPO prospectus.

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