INVESTOR PRESENTATION

ACQUISITION OF THE WITCHERY

GROUP AND RIGHTS ISSUE

1 August 2012

2

IMPORTANT NOTICES AND DISCLAIMER This disclaimer and important notice applies to this presentation and any information provided in relation to or in connection with the information contained in it or the Rights Issue.

The information in this presentation is not a prospectus or offering document. This presentation provides information in summary form as at the date of this presentation. Some of that information is based on publicly

available sources, has not been independently verified and may not be complete. For further information relating to Country Road Limited (CTY) see the periodic and continuous disclosure announcements lodged with

ASX by CTY which are available on the ASX website.

This presentation contains certain forward looking statements. Forward looking statements should or can generally be identified by the use of forward looking words such as “anticipate”, “believe”, “expect”, “forecast”,

“estimate”, “will”, “could”, “may”, “target”, “plan” and other similar expressions within the meaning of securities laws of applicable jurisdictions, and include earnings guidance, statements of intention about future matters

and the outcome and effects of the equity raising. Indications of, and guidance or outlook on, future earnings, distributions or financial position or performance are also forward looking statements. The forward looking

statements contained in this presentation involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of CTY, and may involve significant elements of subjective

judgement and assumptions as to future events which may or may not be correct. CTY assumes no obligation to update or revise such information to reflect any change in expectations, beliefs, hopes, intentions or

strategies. No representations, warranty or assurance (express or implied) is given that the occurrence of the events expressed or implied in any forward looking statements in this presentation will actually occur. Past

performance information given in this presentation is given for illustrative purposes only and should not be relied upon and is not an indication of future performance. See the “Key risks” section of this presentation for a

discussion of certain risks that may impact the outcome of matters discussed in forward looking statements. There can be no assurance that actual outcomes will not differ materially from these forward looking

statements.

No representation or warranty, express or implied, is made as to the currency, accuracy, completeness, reliability, fairness or correctness of the information contained in this presentation. To the maximum extent

permitted by law, no person, including CTY and its affiliates, related bodies corporate, officers, employees and representatives (including agents and advisors), accepts any liability or responsibility for any expenses,

losses, damages or costs incurred by an investor as a result of their participation in the Rights Issue and the information in this presentation being inaccurate or incomplete in any way for any reason, whether by

negligence or otherwise.

The advisors, vendors and Witchery Australia Holdings Pty Ltd have not authorised or caused the issue, lodgement, submission, dispatch or provision of this presentation and do not make or purport to make any

statement in this presentation and there is no statement in this presentation which is based on any statement by the advisors, vendors and Witchery Australia Holdings Pty Ltd. The advisors, vendors and Witchery

Australia Holdings Pty Ltd take no responsibility for any information in this presentation or any action taken by investors on the basis of such information. To the maximum extent permitted by law, the advisors, vendors

and Witchery Australia Holdings Pty Ltd and any of their respective affiliates, related bodies corporate, officers, employees and representatives (including agents) do not accept any liability or responsibility for any

expenses, losses, damages or costs incurred by an investor as a result of their participation in the Rights Issue and the information in this presentation being inaccurate or incomplete in any way for any reason, whether

by negligence or otherwise, make no representation or warranty, express or implied, as to the currency, accuracy, completeness, reliability, fairness or correctness of the information contained in this presentation and

take no responsibility for any part of this presentation. The advisors, vendors and Witchery Australia Holdings Pty Ltd make no recommendations as to whether investors or their related parties should participate in the

Rights Issue nor do they make any representations or warranties to investors concerning this Rights Issue, or any such information and investors represent, warrant and agree that they have not relied on any

statements made by any of the advisors, vendors and Witchery Australia Holdings Pty Ltd or any of their affiliates in relation to the issue of new shares or the Rights Issue generally.

The information contained in this presentation is not investment or financial product advice (nor tax, accounting or legal advice) and is not intended to be used as the basis for making an investment decision. In this

regard, this presentation has been prepared without taking into account the investment objectives, financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business

and/or financial advice before making any investment decision.

This presentation does not constitute an offer to issue or sell, or to arrange to sell, securities or other financial products.

This presentation does not constitute an offer of new ordinary shares (New Shares) of CTY in any jurisdiction in which it would be unlawful. New Shares may not be offered or sold in any country outside Australia and

New Zealand.

New Zealand

The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of CTY with registered addresses in New Zealand to whom the offer of New Shares is being made in

reliance of the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). The offer of New Shares is renounceable in favour of members of the public.

This presentation has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). This presentation is not an investment statement or prospectus

under New Zealand law and is not required to, and may not contain all the information that an investment or prospectus under New Zealand law is required to contain.

United States

In particular, this presentation and the information contained in it does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. This presentation may not be distributed or

released in the United States. The rights and the new shares offered in the Rights Issue have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or the securities

laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States absent registration or in a transaction exempt from, or not subject to, the registration

requirements of the Securities Act and any other applicable securities laws.

The release, publication or distribution of this presentation in jurisdictions outside Australia and New Zealand may be restricted by law. Any failure to comply with such restrictions may constitute a violation of applicable

securities laws. This presentation may not be copied by you, or distributed to any other person.

All amounts are presented in Australian dollars unless otherwise stated. The information in this presentation remains subject to change without notice. CTY reserves the right to withdraw or vary the timetable for the

proposed Rights Issue without notice.

3

CONTENTS

1 Executive Summary

2 The Witchery Group

3 Strategic Rationale

4 Combined Group

5 Acquisition Terms and Funding

A Key Risks

4

EXECUTIVE SUMMARY 1

5

HIGHLIGHTS

ACQUISITION

Country Road has agreed to acquire the Witchery Group from Gresham Private Equity for an enterprise

value of A$172m(1)

The Witchery Group comprises the Witchery and Mimco brands

Acquisition price represents c.5x FY11 normalised EBITDA(2)

Creates a business of greater scale, with combined Country Road and normalised Witchery Group(2) pro

forma FY11 revenue of c.A$680m and c.520 stores

Acquisition to be funded by a 5 year term facility of A$92m and a Rights Issue for up to A$92m

Irrevocable undertaking from Country Road’s 88% shareholder, WIA(3), for c.A$81m of the Rights Issue

STRATEGIC AND FINANCIAL RATIONALE

Creates one of Australia’s largest speciality fashion retailers with leading complementary brands and a

market leading position in the mid to upper tier of specialty fashion

Provides a new and exciting growth opportunity for Country Road:

Leverages Country Road’s scalable infrastructure and processes

Greater operational scale, diversified revenue streams and industry leading margins

Significantly enhances Country Road’s growth platform, creating a stable of 4 iconic brands targeting

different but complementary fashion segments

Pro forma FY12 Earnings Per Share (“EPS”) accretion pre synergies of more than 20%(4)

Significant cost synergies of c.A$10m p.a. expected to be realised over 4 years, with one-off integration

costs of c.A$7m incurred over 3 years

Notes:

(1) The acquisition is on a cash free, debt free basis with a normalised level of working capital and subject to conditions precedent as set out on page 24.

(2) Witchery Group financials normalised to exclude sales and operating losses associated with Mimco’s UK operations as a result of the planned closure of Mimco’s UK operations and

transaction costs arising from the Witchery Group sale process. Refer to page 6 for an update on recent trading.

(3) Woolworths Holdings Limited (South Africa) (“WHL”), via Woolworths International (Australia) Pty Limited (“WIA”).

(4) In accordance with AASB 133, EPS calculations reflect the impact of an adjustment factor to take into account the bonus element of the Rights Issue. In assessing estimated pro forma

EPS accretion, it has been assumed that Witchery Group was owned by Country Road for the entire FY12 year. EPS calculations exclude synergies (and any cost of achieving synergies)

and any amortisation of acquired intangibles or other acquisition accounting impacts on earnings.

6

COMMENTARY ON RECENT TRADING

Notes:

(1) The Country Road FY12 financial information is based on unaudited information. Country Road’s financial results may differ from the guidance provided. Refer to the Key Risks in

Appendix A, in particular the risk titled “FY12 financial information”

(2) Before one off costs already incurred in relation to the acquisition of the Witchery Group (c.A$1.5m).

(3) The Witchery FY12 financial information is based on unaudited, management information provided by Witchery. Witchery’s actual FY12 financial results may differ from the guidance

provided. Refer to the Key Risks in Appendix A, in particular the risks titled “Limited Due Diligence” and “FY12 financial information”. Witchery Group financials are normalised to exclude

sales and operating losses associated with Mimco’s UK operations as a result of the planned closure of Mimco’s UK operations and transaction costs arising from the Witchery Group sale

process.

COUNTRY ROAD

In the announcement dated 17 July 2012, Country Road outlined that total sales had increased by 1.8% on

last year to A$419m for FY12(1)

Profit Before Tax for FY12 is expected to be between A$20m and A$21m (vs. A$23m in FY11)(1)(2)

FY12 normalised EBITDA is expected to be between A$35m and A$36m (vs. A$39m in FY11)(1)(2)

Country Road’s actual financial results for the financial year ended 30 June 2012 are due to be released on

22 August 2012 and may differ from the guidance provided. Shareholders are therefore encouraged to

review the audited results expected to be released 22 August 2012

WITCHERY GROUP

FY12 normalised sales expected to be substantially in line with FY11 normalised sales of A$266m(3)

FY12 normalised EBITDA expected to be substantially in line with FY11 normalised EBITDA of A$34m(3)

7

WITCHERY GROUP 2

8

WITCHERY GROUP TODAY

210 stores

Leading speciality apparel

and accessories fashion

house

Sub-brands include

WitcheryMan, Witchery

Kids and

Witchery8Fourteen

96 stores

Leading Australian

designer of women’s

accessories

FY11 Sales: A$266m

FY11 EBITDA: A$34m

Stores: 306

22

5

NZ

1

32

17

69

35

16

7

39

21

NT

SA

QLD

NSW /

ACT

VIC

TAS

17

10

WA

1

1 (Singapore) 3 (Singapore)

10 (South Africa)

Witchery Group(1)

International outlets

Note:

(1) Witchery Group financials are normalised to exclude sales and operating losses associated with

Mimco’s UK operations as a result of the planned closure of Mimco’s UK operations and transaction

costs arising from the Witchery Group sale process. Refer to page 6 for an update on recent trading.

9

HERITAGE OF WITCHERY GROUP

1970 Today

1970’s

Witchery founded in Australia

as a women’s apparel brand

1996

Mimco founded in

Australia as an

accessories designer

and retailer

2012

Launch of

Witchery8Fourteen,

a teen brand

Cessation of Mimco

UK

2007

Witchery

acquires

Mimco

2006

Gresham

acquires

Witchery

2010

Launch of

Mimco

sunglasses line

WitcheryKids

launched

2000

Mimco expands into

department stores in

Asia, UK and New

Zealand

2001

Mimco opens first stand

alone boutique store,

Melbourne

2009

WitcheryMan

launched

2008

Launch of Mimco

footwear line

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WITCHERY – AN ICONIC AUSTRALIAN FASHION BRAND

A leading Australian fashion brand

One of Australia’s leading fashion brands

offering women’s, men’s and kid’s apparel and

related accessories

Significant brand equity built up over more than

40 years

Recently expanded into WitcheryMan,

WitcheryKids and Witchery8Fourteen

Demonstrated ability to undertake significant

category expansion

Significant store footprint

Currently 197 stores across Australia and New

Zealand and 13 stores in Singapore and South

Africa

Online

Currently contributes c.4% of sales and provides

a strong growth opportunity

11

MIMCO – THE DESTINATION FOR UNIQUE ACCESSORIES

A leading designer accessories brand

One of Australia’s favourite accessories brands –

“accessible luxury designed with quirk”

Founded in 1996, Mimco was acquired by the

Witchery Group in August 2007

Leading position in upmarket accessories

Established brand in bags, jewellery and other

statement pieces

Recent expansion into shoes, sunglasses and

watches

Established store footprint

Currently 96 stores

Online currently contributes c.9% of sales and

provides a strong growth opportunity

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STRATEGIC RATIONALE 3

13

Witchery and Mimco are highly respected and complementary brands to those of Country Road

Witchery and Mimco have high brand loyalty

Middle to upper tier fashion segment, offering well designed, well made and accessible products

Strong cultural, philosophy and brand fit, but clear brand segmentation

Witchery Group has a similar and well understood vertically integrated business model

Full control over value chain from design to in-store execution

Owned brands which is consistent with Country Road’s core business model and customer offering

Established customer database and loyalty programmes

Witchery Group has similar channels to market as Country Road

Company controlled and operated retail stores

Concessions through major department stores

Rapidly developing online sales channel

CUSTOMER PROPOSITON AND BUSINESS MODEL

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PROPOSED BRAND POSITIONING: CLEARER

DIFFERENTIATION, BETTER PRICING

Common characteristics of each

brand

Well

designed

Well

made Accessible

• Fashion forward

• Edgy

• Confident

• More accessible

• Broad offering

• Relaxed lifestyle brand

• Australian heritage

• Timeless

• Elegant

• Aspirational

• Design led

• Accessories focussed

• Boutique

Designer

Pricing

Disposable

Fashion

Pricing

Market

Price

Positioning

Level of fashionability High fashion

“Youth”

Timeless / classic

“Mature”

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Creates a major Australian apparel retailer with a platform for growth

Combined, Country Road and Witchery Group will be one of the largest specialty apparel retailers in

Australia with pro forma FY11 revenues of c.A$680m and c.520 stores

Key growth initiatives identified

Enhance brand positioning of Country Road, Trenery, Witchery and Mimco for clearer differentiation

and better pricing

Online sales and loyalty programmes

Market expansion

Optimise store footprint

Significant cost synergies (c.A$10m per annum, expected to be achieved over 4 years) available through

scale and systems improvements

Roll out Country Road scalable systems and processes to Witchery and Mimco

Consolidate and enhance systems across the enlarged group

Operational efficiencies

Well positioned against prospective new entrants given enhanced owned brand portfolio, store network

and customer loyalty

Strong management team

Combined expertise and experience of two highly regarded management teams

Enhanced talent pool and opportunities for staff

INFRASTRUCTURE AND MANAGEMENT TEAM

16

ECONOMIES OF SCALE ADD SIGNIFICANT VALUE – SYNERGY

POTENTIAL OF c.A$10M PER ANNUM EXPECTED OVER 4 YEARS

Improved systems

Services function on group basis

Single sourcing structure

Single supply chain

Real estate portfolio of c.520 stores

Single online platform

Leverage customer databases

Improved talent pool

World class systems to be introduced to Witchery and Mimco

Material cost efficiencies

Lower cost of goods

More economic and effective flow of goods

Scale efficiencies

Enterprise wide omni-channel with enhanced customer experience

Improved customer relationship management and lower cost of

direct marketing

Enhanced skill set for the group and greater opportunities for

employees

17

INTEGRATION PLAN – CREATING VALUE

Phase 1 – Consolidation and integration commences (commencing FY13)(1)

Dedicated resources to be committed to ensure a successful integration whilst maintaining focus on individual brand performance

Continue to develop world class online and digital strategies

Initial phase of systems integration by rolling out Country Road systems to Witchery and Mimco

Integration of structures and implementing overhead efficiencies

Phase 2 – Benefits realisation from consolidation (FY13/FY14)(1)

Drive real estate synergies

Leverage group sourcing opportunities in Asia

Develop joint supply chain solution

Continue Witchery systems integration / maximise benefits from sourcing office in Asia

Implement brand repositioning for clearer differentiation and better pricing

Pursue diversified channels to market

Note

(1) Timelines indicative only

18

COMBINED GROUP 4

19

COMBINED GROUP STRUCTURE

FY11 Sales: A$413m

FY11 EBITDA: A$39m

Employees: 2,780

Stores: 211

FY11 Sales: A$266m(1)

FY11 EBITDA: A$34m(1)

Employees: 1,980

Stores: 306

FY11 Sales: A$679m

FY11 EBITDA: A$73m

Employees: 4,760

Stores: 517

Pro forma FY11 combined normalised revenue of c.A$680m and normalised EBITDA

of A$73m(1)

Note:

(1) Witchery Group financials are normalised to exclude sales and operating losses associated with Mimco’s UK operations as a result of the planned closure of Mimco’s UK

operations and transaction costs arising from the Witchery Group sale process. No normalisations have been applied to the Country Road FY11 Sales or EBITDA. Refer to

page 6 for an update on recent trading.

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Notes

(1) Represents acquisition EV of A$172m and A$10m of transaction costs; Total new funds of A$92m in new term debt and A$92m in new equity (assuming all shareholders participate);

If less than A$92m received as part of the Rights Issue, cash will decrease by the corresponding decrease in funds raised.

(2) The pro forma balance sheet assumes the acquisition of Witchery Group has been completed as at 31 December 2011, although the actual date of acquisition will be at a later date.

(3) Debt has been classified as non-current on the assumption that the resolution referred to on slide 24 is passed.

(4) The pro forma balance sheet of Country Road which includes Witchery Group is based on the assumption that the fair value of tangible assets and liabilities are equal to their book

value. A full purchase price allocation will be undertaken post acquisition and fair value of the assets and liabilities will be more accurately assessed at that time. Please refer to the

risk titled “Acquisition Accounting” in Appendix A for further detail.

(5) The accounting policies of Country Road and Witchery Group are similar and consistent in all material aspects.

(6) Reflects acquired assets and liabilities only, at book value.

COMBINED GROUP PRO FORMA BALANCE SHEET

Pro forma Dec 11 (A$m) Country Road

Adjusted Witchery

Group(6)

Pro forma adj. for

acquisition, debt and

Rights Issue Pro forma Dec 11

Current assets

Cash & cash equivelants 27 - 2 29

Trade & other receivables 7 5 - 12

Inventories 41 33 - 74

Other 3 2 - 5

Total current assets 78 39 2 119

Non-current assets

Plant and equipment 51 25 - 76

Intangible assets 11 54 - 65

Other 9 3 92 104

Total non-current assets 71 82 92 245

Total assets 149 121 94 364

Current liabilities

Trade & other payables (38) (35) - (73)

Other (9) (6) - (14)

Total current liabilities (46) (41) - (88)

Non-Current liabiliities

Provisions (7) - - (7)

Borrowings - - (92) (92)

Total non-current liabiliities (7) - (92) (99)

Total liabilities (54) (41) (92) (187)

Net assets 96 80 2 178

Total equity 96 80 2 178

21

MANAGEMENT TEAM TO BE LED BY IAIN NAIRN

Over 30 years of retail experience in Australia and the UK

Currently Chief Executive Officer of the Witchery Group

Experience in fashion, home and sportswear sectors

Senior positions with a number of retailers in Australia and the UK

CEO Witchery Group (2006 – present)

GM Apparel Colorado Group (2004 – 2006)

Joint COO Laura Ashley (1997 – 2004)

Director QS PLC (1996 –1997)

Head of retail operations Laura Ashley (1994 – 1996)

22

BOARD AND MANAGEMENT CHANGES

The following senior executive changes will be made(1):

Iain Nairn, currently the Chief Executive Officer of the Witchery Group, will assume the role of Chief

Executive Officer and will be appointed to the Board;

David Thomas, the current Chief Financial Officer of Country Road, will assume the role of Chief

Operating Officer;

Oliver Kysela, currently the Chief Financial Officer of the Witchery Group, will assume the role of Chief

Financial Officer and will be appointed to the Board; and

Howard Goldberg, currently Chief Executive Officer of Country Road, will leave Country Road as a

result of the Acquisition. Howard has provided a strong contribution during his tenure and will stay on

in his role until the Acquisition is completed.

New Non-Executive Director(1)

Zyda Rylands, an Executive Director of WHL, will be appointed to the Board.

Note:

(1) Conditional and effective upon completion of the Acquisition.

23

ACQUISITION TERMS

AND FUNDING

5

24

ACQUISITION TERMS AND FUNDING

Acquisition

Acquisition enterprise value of A$172m (1)

Acquisition expected to complete by October 2012

Completion of the acquisition is conditional on there being no action by a regulatory authority

restraining Country Road from using the proceeds of its Rights Issue to fund the acquisition

A break fee of A$1.7m is payable to the vendors of the Witchery Group if the acquisition does not

complete other than in limited circumstances (e.g. due to a breach of the vendors)

Approvals

Approval by the South African Reserve Bank for WIA to participate in the equity raising has been

received

Shareholders of Country Road will need to approve the giving of securities by Witchery Group and its

subsidiaries by special resolution passed at the next Annual General Meeting(2)

Notes:

(1) The acquisition is on a cash free, debt free basis with a normalised level of working capital.

(2) Under the terms of the Bank facilities, which will be utilised to partially fund the proposed acquisition of Witchery Group and its subsidiaries, Country Road is required to ensure that certain

members of the Witchery Group give security to Country Road's Banks within 60 days of Country Road’s next Annual General Meeting. This funding requirement means that the

shareholders of Country Road will need to approve the giving of the securities by the relevant members of the Witchery Group / subsidiaries by special resolution passed at the next

Annual General Meeting.

25

ACQUISITION TERMS AND FUNDING Funding arrangements

The acquisition is funded through a combination of debt and new equity via a renounceable Rights Issue

Overview of debt funding arrangements (5 year tenor)(1)

Term debt facility of A$92m

Working capital facility of A$45m

Revolving credit facility of A$20m

Pro forma gross debt / normalised EBITDA of 1.3x(2)

Sources and uses of funds(3)

Dividends

Whilst there is no final decision, the Directors of Country Road are not likely to declare a dividend for FY12

The ongoing dividend policy is currently being reviewed given the new debt funding arrangements and

associated covenants and restrictions

Sources Uses

WIA new equity based on irrevocable undertaking A$81m Acquisition of Witchery Group A$172m

Non WIA new equity A$11m Cash reserves A$12m

New bank debt A$92m

Total sources A$184m Total uses A$184m

Notes:

(1) The availability of these facilities is subject to satisfaction of conditions precedent which are customary for facilities of this nature.

(2) Assumes $92m term facility drawn in full, no drawdown of the working capital facility or the revolving credit facility and excludes cash. Based on pro forma normalised FY11 EBITDA (a

similar gross debt metric is expected on the basis of expected pro forma normalised FY12 unaudited EBITDA). Please refer to page 6 for an explanation of normalised EBITDA.

(3) Assumes all shareholders participate in the rights issue and c.A$10m of transaction costs are funded by existing CRL cash. To the extent that non-WIA shareholders subscribe for less

than A$11million under the Rights Issue, the cash reserves available to Country Road will be reduced by an equivalent amount.

26

KEY TERMS OF RIGHTS ISSUE

Offer structure and size

1 for 2 pro-rata renounceable Rights Issue to raise gross proceeds of up to A$92 million

Eligible Shareholders(1) will also have the opportunity to apply for additional New Shares in excess of

their entitlement to the extent there is a shortfall in the Rights Issue

Pricing

Offer Price of A$2.66 per New Share

13.4% discount to the theoretical ex-rights price (“TERP”) of A$3.07 on 31 July 2012

18.9% discount to the last closing price of A$3.28 on 31 July 2012

Underwriting and WIA participation

The Rights Issue is not underwritten

WHL, the ultimate holding company of Country Road’s 88% shareholder WIA, has provided an

irrevocable undertaking that WIA will participate in the Rights Issue for its pro rata entitlement of

A$81m(2)

Ranking

New Shares will rank equally with existing shares

Notes:

(1) Eligible shareholders must have bought shares before the ex date and still hold those shares on the record date; have a registered address in Australia or New Zealand; not be in the

United States and not be “U.S. persons” (as defined under Regulation S under the United States Securities Act of 1933, as amended) (U.S. Persons) and not be acting for the account or

benefit of U.S. Persons; and are eligible under all applicable securities laws to receive an offer under the Rights Issue.

(2) Under the ASX Listing Rules, WIA is not entitled to apply for any additional shares beyond its pro-rata entitlement.

27

IMPLICATIONS OF MINORITY SHAREHOLDERS NOT TAKING

UP THEIR RIGHTS UNDER THE RIGHTS ISSUE

WHL has provided an irrevocable undertaking that WIA (88% shareholder in Country Road) will take up

100% of its pro rata entitlement under the Rights Issue

The control impact on the shareholdings in Country Road will largely depend on the participation of

Country Road shareholders in the Rights Issue

Should minority shareholders not participate, this will result in WIA exceeding the 90% compulsory

acquisition threshold(2)

Where all shareholders participate in the

Rights Issue

Where only WIA participates in the Rights

Issue

Notes:

(1) Assumes issue price of A$2.66 per New Share.

(2) WHL has advised Country Road that it has not yet made a decision as to whether it would procure WIA to exercise that right and such a decision would depend on a number of

variables. Refer to the Rights Issue Offer Booklet for further information.

Shareholder

Number of

ordinary CTY

Shares held

(pre-Offer)

Number of

ordinary CTY

Shares held (post-

Offer)

% of total

ordinary CTY

shares on

issue (post-

Offer)

Woolworths International

(Australia) Pty Limited60,688,384 91,032,576 87.9%

Australian Retail

Investments Pty Limited8,173,688 12,260,532 11.8%

Other shareholders 194,750 292,125 0.3%

Shares on issue 69,056,822 103,585,233 100.0%

Shareholder

Number of

ordinary CTY

Shares held

(pre-Offer)

Number of

ordinary CTY

Shares held (post-

Offer)

% of total

ordinary CTY

shares on

issue (post-

Offer)

Woolworths International

(Australia) Pty Limited60,688,384 91,032,576 91.6%

Australian Retail

Investments Pty Limited8,173,688 8,173,688 8.2%

Other shareholders 194,750 194,750 0.2%

Shares on issue 69,056,822 99,401,014 100.0%

28

RIGHTS ISSUE TIMETABLE(1)

Event Date

Documents lodged with the ASX 1 August

Ex rights date, rights market opens on ASX, and ASX quotes Country

Road shares ex-rights 3 August

Rights trading commences 3 August

Record date (7:00pm Melbourne time) 10 August

Rights Issue opens 15 August

Country Road FY12 results announcement 22 August

Rights market ceases on ASX 22 August

New shares quoted on a deferred settlement basis 23 August

Rights Issue closes (5:00pm Melbourne time) 29 August

ASX notified of under-subscriptions 3 September

Issue of New Shares under the Rights Issue 5 September

Despatch of holding statements 6 September

New shares commence trading on a normal settlement basis 7 September

Note:

(1) The above timetable is indicative only. Country Road reserves the right to amend any or all of these dates and times, to accept late applications either generally or, in

particular cases, to withdraw the offers without prior notice subject to the Corporations Act, the ASX Listing Rules and other applicable laws. The commencement of

quotation of shares and trading in the Rights Issue is subject to ASX confirmation.

29

KEY RISKS A

30

KEY RISKS

This section discusses some of the key risks associated with an investment in the

Company. Before investing in the Company, you should consider whether this investment

is suitable for you. Potential investors should consider publicly available information on the

Company (such as that available on the websites of the Company and ASX), carefully

consider their personal circumstances and consult their stockbroker, solicitor, accountant or

other professional adviser before making an investment decision.

Specific business risks

Retail environment and general economic conditions – The Australian retail

environment in which the Company operates is currently experiencing challenging

conditions due to volatility in consumer sentiment and retail demand. This has arisen as a

result of general uncertainty about future Australian and international economic conditions.

If Australian or international economic conditions worsen, there is a risk that the retail

environment will deteriorate as consumers reduce their level of consumption or redirect

their spending to cheaper products or discount stores. A reduction in consumer spending

or a change in spending patterns is likely to result in a reduction in the Company’s revenue

and may have a material adverse effect on the Company’s future financial performance

and financial position.

Competition - The Australian retail industry in which the Company operates is competitive,

has low barriers to entry and is subject to changing customer preferences. The Company’s

competitors include local and international companies and online retailers. Competition is

based on factors including merchandise selection, price, advertising, store location, store

appearance, product presentation and customer service. Further, the Company anticipates

that a challenging retail environment may lead to an increased focus on price based

competition by some of the Company’s competitors.

The Company’s competitive position may deteriorate as a result of factors including actions

by existing competitors, the entry of new competitors or a failure by the Company to

continue to position itself successfully as the retail environment changes. Any deterioration

in the Company’s competitive position may result in a decline in revenue and margins and

a loss of market share which may have an adverse effect on the Company’s future financial

performance.

On-line retailing – The ability to purchase products via the internet is increasing retail

competition by opening up that market to participants who provide on-line platforms for

purchasing products (whether instead of, or in addition to, traditional retail outlets). Online

retailing has resulted in consumers being able to undertake greater global price

comparisons and has placed pressure on traditional bricks and mortar retailers to compete

on price despite their higher overhead costs. In particular, the strength of the Australian

dollar combined with no import duty on items under $1,000 has resulted in an increase in

consumers shifting their retail fashion spend offshore. Continued migration of consumers

to on-line retail purchases may adversely impact the performance of the Company’s bricks

and mortar retail outlets and the historically higher margin regions.

Brands - The Company’s brand names are a key asset of the business. The reputation and

value associated with the Company’s brand names could be adversely impacted by a

number of factors including failure to provide customers with the quality of product and

service standards they expect, incorrect pricing, incorrect brand segmentation, disputes or

litigation with third parties such as employees, suppliers and customers, or adverse media

coverage. Significant erosion in the reputation of, or value associated with, the Company’s

brand names could have an adverse effect on the Company’s future financial performance

and financial position, particular arising from any impairment in the value of the Company’s

brand names.

Fashion - A significant proportion of the Company’s revenues are generated from fashion

related products, which are subject to rapid and occasionally unpredictable changes in

customer preferences. A large number of products sold in the Company’s stores are

manufactured internationally which means there can be a significant delay between ordering

and delivery. This delay further exposes the Company to the risk that customer preferences

may change between the time products are ordered and the time they are available for

purchase. If the Company misjudges customer preferences or fails to convert market trends

into appealing product offerings on a timely basis, this may result in lower revenue and

margins and could adversely impact the Company’s future financial performance.

Online expansion strategy - The Company’s strategy includes expansion of the online

store to deliver internationally. There a number of risks relating to the implementation of this

strategy including the potential inability to register trademarks in certain overseas

jurisdictions and exposure to design protection laws and product safety regulations in those

jurisdictions. A failure to successfully implement this strategy could have a material adverse

impact on the Company’s operational and financial performance.

South African operations - The Company has operations in South Africa. There are a

number of specific risks relating to the operations in South Africa including political instability,

consumer risk, product affordability, exchange rate risk and restrictions on the repatriation of

funds to Australia. These risks may lead to material adverse changes to the Company’s

operational and financial performance.

Advertising, marketing or sales promotion failure – The Company’s business depends

on effective marketing and advertising. There is a risk that one or more marketing or

advertising campaigns may be unsuccessful, which may adversely impact margins, reduce

overall profitability and have an adverse effect on the Company’s future financial

performance or position.

31

KEY RISKS

Product sourcing – The Company’s products are sourced and manufactured by a network

of third parties, primarily in Asia. The key risks with the Company’s product sourcing

include:

• loss or interruption to business of major suppliers;

• increase in cost of materials;

• increase in cost of manufacturing;

• increase in labour costs;

• intellectual property disputes in the place of manufacture;

• delays or failures in receiving orders; and

• imposition of additional taxes or quotas.

Any of these identified risks may result in increased product souring costs for the Company

or a reduction in the available product range. This may in turn adversely impact sales and

margins, reduce overall profitability and have an adverse effect on the Company’s future

financial performance or position.

Supply chain descriptions – The Company has established an extensive supply chain

that allows it to procure and deliver products to customers in a timely and efficient manner.

Disruption to any aspect of the Company’s supply chain could have a material adverse

impact on the Company’s operational and financial performance and cash flows.

Loss of key personnel – The Company is reliant on retaining and attracting quality senior

executives and other employees. The loss of the services of any of the Company’s senior

management or key personnel, or the inability to attract new qualified personnel, could

adversely affect the Company’s operations.

Property – The growth prospects of the Company are likely to result from increased

contribution from existing stores and the Company’s ability to continue to open and operate

new stores on a profitable basis. This is dependent on the Company’s ability to secure

suitable sites on acceptable terms. A significant increase in rental costs associated with

existing stores or new stores could impact margins and the profitability of some stores.

Similarly, the inability of the Company to source new locations in target areas could reduce

the Company’s ability to continue to expand its store footprint.

Operations – The Company is exposed to a range of operational risks including equipment

failures and other accidents, industrial action or disputes, lease renewals, damage by third

parties, floods, fire, major cyclone, earthquake, terrorist attack or other disaster. These

risks may have a material adverse impact on the Company’s financial performance and

cash flows.

IT systems – The Company is reliant on the capability and reliability of its information

technology systems and backup systems and those of its external service providers (such as

communication carriers), to process transactions, manage inventory, report financial results

and manage its business. The failure of any of the Company’s or its customer’s IT systems,

including inventory management systems, could have a significant impact on the Company’s

ability to trade. Such failures may have an adverse effect on the Company’s future financial

performance.

In addition, the Company also plans to implement new systems. There may be delays in the

implementation of these new systems or unanticipated increases in costs to the Company

arising from the implementation process. These consequences could have an adverse effect

on the Company’s future financial performance.

Exchange rates – A substantial proportion of the Company’s products sold to the Australian

and South African retail marketplace are sourced offshore and therefore the Company may

be exposed to rapid and material movements in exchange rates (including between the AUD

and the USD, Chinese RMB and the South African Rand) to the extent that they are not

hedged.

Adverse movements in exchange rates relating to either finished products or raw material

costs, or increased price competitiveness in response to movements in exchange rates may

materially adversely impact the operations and financial performance and cash flows of the

Company in the future.

Interest rate risk – Adverse fluctuations in interest rates, to the extent that they are not

hedged, may impact the Company’s earnings. This exposure will increase as a result of the

increased debt resulting from the Acquisition.

Debt covenants – The Company has various covenants in relation to its existing and new

banking facilities. Factors such as a decline in the Company’s operational and financial

performance could lead to a breach in debt covenants. In such an event the Company’s

lenders may require their loans to be repaid immediately.

Increased debt – Country Road’s debt will increase as result of the new debt facilities to be

put in place to fund the Acquisition. Payments of principal and interest under the new debt

facilities may have an adverse impact on Country Road’s financial performance, cash flow

and ability to pay dividends

Litigation and disputes – Legal and other disputes may arise from time to time in the

ordinary course of operations. Any such dispute may impact on earnings or affect the value

of the Company’s assets.

32

KEY RISKS

Counterparty/credit risk – Third parties, such as customers, suppliers and other

counterparties to contracts may not be willing or able to perform their obligations to the

Company. The Company provides credit to its customers in the ordinary course of its

business. The inability of a customer to pay its debts may have an impact on the

profitability of the Company.

Integration risk - There is a risk that the integration of Witchery may be more complex

than currently anticipated, encounter unexpected challenges or issues and take longer than

expected, divert management attention or not deliver the expected benefits and this may

affect the Company’s operating and financial performance. Other specific integration risks

include loss of knowledge through key management personnel not being retained, loss of

major supplier or concession contracts, differences in the management culture of the two

groups, delays or cost-overruns in the integration of technology platforms and the general

inability to achieve synergy benefits and cost savings.

Completion risk - There are a number of conditions in the share sale agreement to

acquire Witchery which must be satisfied prior to the completion of the transaction. If any of

the conditions precedent fail to be satisfied within the time limits prescribed in the share

sale agreement, the Company may not be able to complete its acquisition of Witchery but

may nevertheless be required to complete the Rights Issue. As such, there is a risk that the

Company may be overcapitalised in those circumstances.

Limited due diligence - Country Road undertook a due diligence process in respect of

Witchery, which relied in part on the review of financial and other information provided by

the vendors of Witchery. While the Company has conducted due diligence, the Company is

unable to verify the accuracy, reliability or completeness of all the information which was

provided to it against independent data. If any of the data or information provided to and

relied upon by Country Road in its due diligence process and its preparation of this

Presentation proves to be incomplete, incorrect, inaccurate or misleading, there is a risk

that the actual financial position and performance of Witchery and the Combined Group

may be materially different to the financial position and performance expected by Country

Road and reflected in this Presentation. Notwithstanding that Country Road has sought

warranties and indemnities from the vendors of Witchery, investors should note that there is

no assurance that the due diligence conducted will have identified all material issues and

risks in respect of the acquisition and that warranties and indemnities (and insurance in

respect of those warranties and indemnities) will adequately compensate for any losses

arising from those material issues. Therefore, there is a risk that unforeseen issues and

risks may arise, which may also have a material impact on the Company.

Assumption of liabilities - If the acquisition of Witchery completes, Country Road may

become directly or indirectly liable for any liabilities that Witchery has incurred in the past,

which were not identified during its due diligence or which are greater than expected, and for

which the market standard protection (in the form of insurance, representations and

warranties and indemnities) negotiated by Country Road prior to its agreement to acquire

Witchery turns out to be inadequate in the circumstances. Such liability may adversely affect

the financial performance or position of Country Road post‐acquisition.

Acquisition accounting - In accounting for the acquisition in the pro‐forma combined

balance sheet contained in this Presentation, the Company has not performed a fair value

assessment of all of the assets, liabilities and contingent liabilities of Witchery. The Company

will undertake a formal fair value assessment of all of the assets, liabilities and contingent

liabilities of Witchery post‐acquisition, which may give rise to a different fair value allocation

to that used for purposes of the pro‐forma financial information set out in this Presentation.

Such a scenario will result in a reallocation of the fair value of assets and liabilities acquired

to or from goodwill and also an increase or decrease in depreciation and amortisation

charges in the Combined Group’s income statement (and a respective increase or decrease

in net profit after tax).

FY12 Financial information - The Country Road FY12 financial information in this

presentation remains unaudited at this time. Country Road’s actual financial results for the

year ended 30 June 2012 are subject to finalisation of Country Road’s accounts and

completion of the audit by Country Road’s auditors. Country Road’s actual financial results

for the financial year ended 30 June 2012 are due to be released on 22 August 2012 and

may differ from the guidance provided. Shareholders are therefore encouraged to review the

audited results expected to be released 22 August 2012.

The Witchery FY12 financial information in this presentation is unaudited and based on

management estimates provided by Witchery. While the Company has conducted due

diligence on this information, the Company is unable to verify the accuracy, reliability or

completeness of all the information which was provided to it against independent data.

Therefore, Witchery’s actual financial results for the financial year ended 30 June 2012 may

differ from the guidance provided. Shareholders should not place undue reliance on these

numbers.

Dividends - The payment of dividends on the Company's shares is dependent on a range of

factors including the profitability of its group, the availability of cash, capital requirements of

the business and obligations under debt instruments. Any future dividend levels will be

determined by the Company’s board having regard to its operating results and financial

position at the relevant time. There is no guarantee that any dividend will be paid by Country

Road or, if paid, that they will be paid at previous levels.

33

KEY RISKS

General Risks

Risks of renouncing Rights

Prices obtainable for rights may rise and fall over the entitlement trading period. If you sell

your rights at one stage in the entitlement trading period, you may receive a higher or lower

price than a shareholder who sells their rights at a different stage in the entitlement trading

period. If you are a shareholder and renounce you entitlement by doing nothing under the

Rights Issue, there is no guarantee that any value will be received for your renounced

entitlement. The ability to sell rights and the ability to obtain any value for them will be

dependent upon various factors, including market conditions and liquidity. There is no

guarantee that there will be a viable market during, or on any particular day in, the

entitlement trading period, on which to sell rights on ASX. You should note that if you sell,

or do not take up, all or part of your entitlement, then your percentage shareholding in the

Company will be diluted by not participating to the full extent in the Rights Issue and you

will not be exposed to further increase or decreases in Country Road’s share price in

respect of the New Shares which could have been issued to you had you taken up all of

your entitlement. The tax consequences from selling rights or from doing nothing may be

different. Before selling rights or choosing to do nothing in respect of rights, you should

seek independent tax advice and may wish to refer to the tax disclosure in the Offer

Booklet which will provide further information on potential tax implications for Australian

shareholders.

Liquidity risk for Shares

The two major Shareholders currently hold 99.76% of the Shares in the Company. The

size of these holdings is likely to result in a lack of liquidity for the Shares and the New

Shares.

There can be no guarantee that an active market in the Shares will develop. There may be

relatively few potential buyers or sellers of the Shares on ASX at any time. This may

increase the volatility of the market price of the Shares. It may also affect the prevailing

market price at which Shareholders are able to sell their Shares. This may result in

Shareholders receiving a market price for their Shares that is less or more than the price

that Shareholders paid. There is also a real risk that illiquidity will mean that Shareholders

will be unable to realise their investment in the Company at an acceptable price or at all.

Market price – The market price of the Company’s shares may fluctuate due to various

factors including general movements in commodity prices, the Australian and international

investment markets, economic conditions, global geopolitical events and hostilities,

consumer confidence, investor perceptions and other factors that may affect the

Company’s financial performance and position. The market price of the Company’s shares

could trade on ASX at a price below their issue price.

Taxation implications – Future changes in Australian taxation law, or changes in the

interpretation or application of the law, may affect taxation treatment of an investment in the

Company’s shares, or the holding and disposal of those shares. Further changes in tax law

or changes in the interpretation or application of the law, in the various jurisdictions in which

the Company operates, may impact the future tax liabilities of the Company.

Regulatory issues and changes in law – The Company is subject to the usual business

risk that there may be changes in laws that reduce income or increase costs.

Changes in accounting policy – The Company is subject to the usual business risk that

there may be changes in accounting policies which have an adverse impact on the

Company.

Dilution Risks – You should note that if you do not take up all or part of those New Shares

offered to you under the Offer, then your percentage shareholding in the Company will be

diluted by not participating to the full extent in the Offer and you will not be exposed to future

increases or decreases in the Company’s share price in respect of those New Shares which

would have been issued to you had you taken up all of your entitlement.

Control Risk – If the Rights Issue results in WIA holding 90% or more of the Shares then it

may (but is not obliged to) proceed to compulsorily acquire all the remaining Shares in

accordance with the Corporations Act. The present intentions of WIA should this

circumstance arise are set out in the Offer Booklet.