head office level 37, 680 george street sydney nsw 2000 … · 2016-11-01 · 1 head office level...

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Head Office Level 37, 680 George Street Sydney NSW 2000 Australia www.saiglobal.com SAI Global Limited ABN 67 050 611 642

ASX ANNOUNCEMENT 1 November 2016 SAI GLOBAL/ BARING ASIA PRIVATE EQUITY FUND VI: SCHEME BOOKLET REGISTERED WITH ASIC 1 November 2016, Sydney, Australia: Further to the Company’s announcement on 26 September 2016, SAI Global Limited (SAI) today announced that the Australian Securities and Investments Commission (ASIC) has registered the scheme booklet (Scheme Booklet) in relation to the proposed acquisition of all of the shares in SAI by Casmar (Australia) Pty Limited (ACN 615 021 479), a wholly-owned subsidiary of the Baring Asia Private Equity Fund VI (Baring Asia), via a Scheme of Arrangement (the Scheme). This follows the issuance of orders by the Federal Court of Australia (the Court) today approving despatch of the Scheme Booklet to SAI shareholders and the convening of a meeting of SAI shareholders to consider and vote on the Scheme (Scheme Meeting), which was announced by SAI earlier today. Further, the Independent Expert appointed by the Board of Directors of SAI in relation to the Scheme, KPMG Corporate Finance, has concluded that the Scheme is in the best interests of SAI shareholders. A copy of the Scheme Booklet, including the Notice convening the Scheme Meeting and the Independent Expert's Report, is attached to this announcement. A copy of the Scheme Booklet, including the notice convening the Scheme Meeting and the Independent Expert's Report, will be sent to SAI shareholders on Friday, 4 November 2016. Those SAI shareholders who have previously elected to receive notifications from SAI’s share registry in electronic format, will also receive an email where they can download the Scheme Booklet and lodge their proxy votes online. If the Scheme is approved by SAI shareholders at the Scheme Meeting, and all other conditions precedent are satisfied or waived (where capable of waiver), SAI shareholders will receive a cash payment of AUD$4.75 per SAI share held on the Record Date in respect of the Scheme (Scheme Consideration). The Scheme Consideration is expected to be paid on Friday, 23 December 2016, being the expected Implementation Date in respect of the Scheme. The Board of Directors of SAI continues to unanimously recommend that SAI shareholders vote in favour of the Scheme at the upcoming Scheme Meeting, in the absence of a superior proposal. END Investor inquiries Dan Janes Managing Director Credit Suisse +61 2 8205 4166

Tim McKessar Director Credit Suisse +61 2 8205 4707

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Media inquiries John Frey GRACosway +61 411 361 361

For more information please visit www.saiglobal.com. About SAI Global SAI is a leading global provider of risk management products and services to businesses worldwide to proactively manage risk to achieve business excellence, growth, sustainability and ultimately, create trust. SAI’s integrated advisory, services and platforms operate across the entire lifecycle allowing businesses to focus on opportunities presented by uncertainty. Its solutions include risk management software, standards and regulatory content, ethics and compliance learning, risk assessments, certification, testing and audits. In Australia, it is also a leading provider of settlement related services; company, personal and property information. SAI is listed on the ASX with its head office located in Sydney, Australia. The company employs more than 2,000 people across 29 countries and 51 locations across Europe, North America and Asia. For more information, please visit www.saiglobal.com. About Baring Private Equity Asia Baring Private Equity Asia is one of the largest and most established independent alternative asset management firms in Asia, advising funds with total committed capital of over US$10 billion. The firm runs a pan-Asian investment program, sponsoring buyouts and providing growth capital to companies for expansion or acquisitions, as well as a private credit and a pan-Asian real estate private equity investment program. The firm has been investing in Asia since its formation in 1997 and has over 140 employees located across offices in Hong Kong, China, India, Japan and Singapore. Baring Private Equity Asia advised funds currently have over 35 portfolio companies active across Asia with a total of 150,000 employees and sales of approximately US$31 billion in 2015. For more information, please visit www.bpeasia.com.

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http://www.saiglobal.com/

http://www.bpeasia.com/

vote yes

Scheme Booklet This is an important document and requires your immediate attention. You should read this document carefully and in its entirety before deciding whether or not to vote in favour of the resolution to approve the Scheme. If you are in doubt as to what you should do, you should consult your legal, financial or other professional adviser.

If, after reading this Scheme Booklet, you have any questions about the Scheme or the number of SAI Shares you hold or how to vote, please call the Shareholder Information Line on 1300 654 848 (within Australia) or +61 1300 654 848 (outside Australia) Monday to Friday between 7.00am and 7.30pm (Sydney time).

If you have recently sold all of your SAI Shares, please disregard this document.

Financial Adviser

Legal Adviser

For a scheme of arrangement in relation to the proposed acquisition by BPEA BidCo of all SAI Shares held by Scheme Shareholders for $4.75 cash per SAI Share

Your Directors unanimously recommend that you approve the Scheme by voting in favour of the Scheme Resolution, in the absence of a superior proposal and subject to the Independent Expert continuing to consider the Scheme to be in the best interests of SAI Shareholders

SAI Global Limited ACN 050 611 642

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Important notices 2

Chairman’s Letter 4

Purpose of this Scheme Booklet 6

Next steps 7

Key dates 7

How to vote 8

Frequently asked questions 9

1 Summary of the Scheme 14

2 Key considerations relevant to your vote 16

3 Implementation of the Scheme 20

4 Information on SAI 26

5 Information on BPEA BidCo and Baring Private Equity Asia Group 35

6 What if the Scheme is not implemented? 41

7 Taxation implications for Scheme Shareholders 46

8 Additional information 49

9 Glossary 53

Attachment A Notice of Scheme Meeting 58

Attachment B Scheme Implementation Deed 61

Attachment C Scheme of Arrangement made under section 411 of the Corporations Act 123

Attachment D Deed Poll 139

Attachment E Independent Expert’s Report 148

Attachment F Sample Proxy Form 243

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1SAI Global Scheme Booklet

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SCHEME BOOKLET

ImportantNoticesDefined termsCapitalised terms used in this Scheme Booklet are defined in the Glossary in Section 9 of this Scheme Booklet.

This Scheme BookletThis Scheme Booklet includes the explanatory statement required to be sent to SAI Shareholders in relation to the Scheme under Part 5.1 of the Corporations Act. A copy of the proposed Scheme is set out in Attachment C to this Scheme Booklet.

You should read this Scheme Booklet carefully and in its entirety before making a decision as to how to vote on the resolution to be considered at the Scheme Meeting. If you are in doubt as to what you should do, you should consult your legal, financial or other professional adviser.

Responsibility for information(a) Except as provided in paragraphs (b)

to (d) below, the information in this Scheme Booklet has been provided by SAI and is the responsibility of SAI. Baring Private Equity Asia Group and their directors, officers and advisers do not assume any responsibility for the accuracy or completeness of any such SAI information.

(b) Baring Private Equity Asia Group has provided and is responsible for the Baring Private Equity Asia Group Information. SAI and its directors, officers and advisers do not assume any responsibility for the accuracy or completeness of the Baring Private Equity Asia Group Information.

(c) Ernst & Young has provided and is responsible for the information contained in Section 7 of this Scheme Booklet. Neither SAI nor the Baring Private Equity Asia Group assumes any responsibility for the accuracy or completeness of the information contained in Section 7 of this Scheme Booklet. Ernst & Young does not assume any responsibility for the accuracy or completeness of the information contained in this Scheme Booklet other than that contained in Section 7.

(d) The Independent Expert, KPMG Corporate Finance, has provided and is responsible for the information

contained in Attachment E to this Scheme Booklet. SAI does not assume any responsibility for the accuracy or completeness of the information contained in Attachment E to this Scheme Booklet except in relation to information given by it to the Independent Expert. The Baring Private Equity Asia Group does not assume any responsibility for the accuracy or completeness of the information contained in Attachment E to this Scheme Booklet. The Independent Expert does not assume any responsibility for the accuracy or completeness of the information contained in this Scheme Booklet other than that contained in Attachment E.

Link has had no involvement in the preparation of any part of this Scheme Booklet other than being named as SAI’s Share Registry. Link has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of this Scheme Booklet.

Investment decisions The information in this Scheme Booklet does not constitute financial product advice. This Scheme Booklet has been prepared without reference to the investment objectives, financial situation or particular needs of any SAI Shareholder or any other person. This Scheme Booklet should not be relied on as the sole basis for any investment decision. Independent legal, financial and taxation advice should be sought before making any investment decision in relation to your SAI Shares.

ASIC and ASX involvementThis document is the explanatory statement for the scheme of arrangement between SAI and the holders of SAI Shares as at the Record Date for the purposes of section 412(1) of the Corporations Act. A copy of the proposed Scheme is included in this Scheme Booklet as Attachment C.

A copy of this Scheme Booklet (including the Independent Expert’s Report) has been lodged with and registered for the purposes of section 412(6) of the Corporations Act by ASIC. ASIC has been requested to provide a statement in accordance with section 411(17)(b) of the Corporations Act that ASIC has no objection to the Scheme.

If ASIC provides that statement, then it will be produced to the Court on the Court Approval Date.

Neither ASIC nor any of its officers take any responsibility for the contents of this Scheme Booklet.

A copy of this Scheme Booklet will be lodged with ASX. Neither ASX nor any of its officers take any responsibility for the contents of this Scheme Booklet.

Important notice associated with Court order under subsection 411(1) of the Corporations ActThe fact that under subsection 411(1) of the Corporations Act the Court has ordered that a meeting be convened and has approved the explanatory statement required to accompany the notice of the meeting does not mean that the Court:(a) has formed any view as to the merits

of the proposed Scheme or as to how members should vote (on this matter members must reach their own decision); or

(b) has prepared, or is responsible for the content of, the explanatory statement.

Notice regarding Second Court Hearing and if an SAI Shareholder wishes to oppose the SchemeThe date of the Second Court Hearing to approve the Scheme is 9 December 2016. The hearing will be at 2:15pm (Sydney time) at the Federal Court of Australia at Law Courts Building, 184 Phillip Street, Sydney NSW 2000.

Each SAI Shareholder has the right to appear and be heard at the Second Court Hearing and if so advised, oppose the approval of the Scheme at the Second Court Hearing. If you wish to oppose in this manner, you must file and serve on SAI a notice of appearance, in the prescribed form, together with any affidavit on which you wish to rely at the hearing. The notice of appearance and affidavit must be served on SAI at its address for service at least one day before 9 December 2016. The address for service for SAI is:c/- SAI Global Limited 680 George St, Sydney NSW 2000 (Attention: Company Secretary) Email: [email protected]

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Disclosure regarding forward-looking statementsThis Scheme Booklet contains both historical and forward-looking statements.

The forward-looking statements in this Scheme Booklet are not based on historical facts, but rather reflect the current views of SAI or, in relation to the Baring Private Equity Asia Group Information, Baring Private Equity Asia Group, held only as at the date of this Scheme Booklet concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as “believe”, “aim”, “expect”, “anticipated”, “intending”, “foreseeing”, “likely”, “should”, “planned”, “may”, “estimated”, “potential”, or other similar words and phrases. Similarly, statements that describe SAI’s and Baring Private Equity Asia Group’s objectives, plans, goals or expectations are or may be forward-looking statements.

The statements in this Scheme Booklet about the impact that the Scheme may have on the results of SAI’s operations, and the advantages and disadvantages anticipated to result from the Scheme, are also forward-looking statements.

Any forward-looking statements included in the Baring Private Equity Asia Group Information have been made on reasonable grounds. Although Baring Private Equity Asia Group believes that the views reflected in any forward-looking statements included in the Baring Private Equity Asia Group Information have been made on a reasonable basis, no assurance can be given that such views will prove to have been correct.

Any other forward-looking statements included in this Scheme Booklet and made by SAI have been made on reasonable grounds. Although SAI believes that the views reflected in any forward-looking statements in this Scheme Booklet (other than the Baring Private Equity Asia Group Information, the information in Section 7 and the information in Attachment E) have been made on a reasonable basis, no assurance can be given that such views will prove to have been correct.

These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause either SAI’s or Baring Private Equity Asia Group’s actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed, projected or implied by these forward-looking statements. Deviations as to future results, performance and achievements are both normal and to be expected. SAI Shareholders should note that the historical financial performance of SAI is no

assurance of future financial performance of SAI (whether the Scheme is implemented or not). SAI Shareholders should review carefully all of the information included in this Scheme Booklet. The forward-looking statements included in this Scheme Booklet are made only as of the date of this Scheme Booklet. Neither SAI, nor BPEA BidCo nor their directors give any representation, assurance or guarantee to SAI Shareholders that any forward-looking statements will actually occur or be achieved. SAI Shareholders are cautioned not to place undue reliance on such forward-looking statements.

Subject to any continuing obligations under law or the ASX Listing Rules, SAI, BPEA BidCo and Baring Private Equity Asia Group do not give any undertaking to update or revise any forward-looking statements after the date of this Scheme Booklet to reflect any change in expectations in relation to those statements or any change in events, conditions or circumstances on which any such statement is based.

Privacy and personal informationSAI and Baring Private Equity Asia Group may collect personal information to implement the Scheme. The personal information may include the names, contact details and details of holdings of SAI Shareholders, plus contact details of individuals appointed by SAI Shareholders as proxies, corporate representatives or attorneys at the Scheme Meeting. The collection of some of this information is required or authorised by the Corporations Act.

Link advises that personal information it holds about you (including your name, address, date of birth and details of the financial assets) is collected by Link organisations to administer your investment. Personal information is held on the public register in accordance with Chapter 2C of the Corporations Act. Some or all of your personal information may be disclosed to contracted third parties, or related Link companies in Australia and overseas. Your information may also be disclosed to Australian government agencies, law enforcement agencies and regulators, or as required under other Australian law, contract, and court or tribunal order. For further details about our personal information handling practices, including how you may access and correct your personal information and raise privacy concerns, visit our website at www.linkmarketservices.com.au for a copy of the Link condensed privacy statement, or contact us by phone on +61 1800 502 355 (free call within Australia) 9.00am to 5.00pm (Sydney time) Monday to Friday (excluding public holidays) to request a copy of our complete privacy policy.

The information may be disclosed to print and mail service providers, and to SAI and Baring Private Equity Asia Group and their respective related bodies corporate and advisers to the extent necessary to effect the Scheme. If the information outlined above is not collected, SAI may be hindered in, or prevented from, conducting the Scheme Meeting or implementing the Scheme effectively or at all. SAI Shareholders who appoint an individual as their proxy, corporate representative or attorney to vote at the Scheme Meeting should inform that individual of the matters outlined above.

Notice to persons outside AustraliaThis Scheme Booklet and the Scheme are subject to Australian disclosure requirements, which may be different from the requirements applicable in other jurisdictions. The financial information included in this document is based on financial statements that have been prepared in accordance with Australian equivalents to International Financial Reporting Standards, which may differ from generally accepted accounting principles in other jurisdictions.

This Scheme Booklet and the Scheme do not in any way constitute an offer of securities in any place in which, or to any person to whom, it would not be lawful to make such an offer.

Effect of roundingA number of figures, amounts, percentages, estimates, calculations of value and fractions in this Scheme Booklet are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this Scheme Booklet.

Times and datesUnless otherwise stated, all times referred to in this Scheme Booklet are times in Sydney, Australia. All dates following the date of the Scheme Meeting are indicative only and are subject to the Court approval process and the satisfaction or, where applicable, waiver of the conditions precedent to the implementation of the Scheme (see Section 1.2 of this Scheme Booklet).

CurrencyThe financial amounts in this Scheme Booklet are expressed in Australian currency unless otherwise stated. A reference to $ and cents is to Australian currency, unless otherwise stated.

Date This Scheme Booklet is dated 1 November 2016.

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SCHEME BOOKLET

Chairman’sLetterDear SAI Shareholder,

On behalf of the SAI Board, I am pleased to provide you with this Scheme Booklet, which contains information for your consideration in relation to the proposed acquisition of SAI by BPEA BidCo.

On 26 September 2016, SAI announced that it had entered into a binding Scheme Implementation Deed with a subsidiary of the Baring Private Equity Asia Group, under which it is proposed that BPEA BidCo will acquire all of the shares in SAI by way of the Scheme1. The Scheme is subject to regulatory and shareholder approvals and other conditions precedent.

If the Scheme is approved and implemented, Scheme Shareholders will receive a cash payment of $4.75 per SAI Share.

Your directors believe that the Scheme provides an opportunity to realise certain cash proceeds at an attractive premium. The Scheme Consideration of $4.75 per SAI Share represents a:

• 32.3% premium to SAI’s closing share price of $3.59 on 23 September 2016, being the last trading day prior to the announcement of the Scheme on 26 September 2016;

• 35.0% premium to the 5-day VWAP of $3.52 to 23 September 2016;

• 35.5% premium to the 1-month VWAP of $3.51 to 23 September 2016;

• 34.0% premium to the 6-month VWAP of $3.54 to 23 September 2016; and

• 28.7% premium to the broker consensus target price of $3.69 prior to the announcement of the Scheme on 26 September 2016.2

The Scheme Consideration of $4.75 per SAI Shares implies a fully diluted market capitalisation for SAI of $1,079 million3 and an implied enterprise value of SAI of $1,237 million4.

Directors’ recommendation

Your directors unanimously recommend that SAI Shareholders vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to consider the Scheme to be in the best interests of SAI Shareholders.

Subject to those same qualifications, each of your directors intends to vote, or cause to be voted, all the SAI Shares held or controlled by them in favour of the Scheme at the Scheme Meeting.

In reaching this unanimous conclusion, your directors assessed the changing dynamics of the markets in which SAI operates and the uncertainties and risks that that SAI would face if it were to continue as an independent ASX-listed entity. Given these factors, your directors believe that the significant premium and limited conditions of BPEA BidCo’s cash offer presents a compelling opportunity to realise immediate and certain value for SAI Shareholders.

Further details regarding the SAI Directors’ unanimous recommendation is set out in Section 2.

Independent Expert

Your directors appointed KPMG Corporate Finance as the Independent Expert to assess the merits of the Scheme. The Independent Expert has concluded that the Scheme is in the best interests of SAI Shareholders, in the absence of a Superior Proposal.

The Independent Expert has assessed the full underlying value of SAI at between $4.31 and $4.90 per SAI Share. The Scheme Consideration of $4.75 per SAI Share is within this range.

A complete copy of the Independent Expert’s Report is included in Attachment E of this Scheme Booklet.

How to vote

Your vote is important. In order for the Scheme to be implemented, the Scheme Resolution must be approved by SAI Shareholders at the Scheme Meeting by the Requisite Majorities. The Scheme Meeting will be held at 10.00am (Sydney time) on Monday, 5 December 2016 at SMC Conference & Function Centre (Ionic Room), 66 Goulburn Street, Sydney.

For this reason, your directors encourage you to vote by attending the Scheme Meeting – if you are unable to attend the Scheme Meeting, the SAI Directors urge you to complete and return, in the enclosed reply paid envelope, the personalised proxy form that accompany this Scheme Booklet or lodge your proxy form online at Link’s website (www.linkmarketservices.com.au) in accordance with the instructions given there.

1. Baring Private Equity Asia Group has an economic exposure to 9.25 million SAI Shares representing approximately 4.3% of the SAI Shares on issue (as described in Section 5.6(a)).

2. The broker consensus target price of $3.69 prior to the announcement of the Scheme on 26 September 2016 has been calculated from 8 broker valuations dated between 18 August 2016 and 19 August 2016 being publicly available institutional broker target prices ranging from $3.45 to $3.95 known to SAI and published after SAI’s financial results for the financial year ending 30 June 2016.

3. Based on 227.1 million fully diluted shares on issue. Please refer to Section 4.5 for further detail on SAI’s issued securities.4. Implied fully diluted market capitalisation of $1,079 million plus net debt of $201 million and minority interests of $1.7 million as at 30 June 2016 less cash

proceeds from the exercise of SAI Options and SAI Performance Rights.

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If you wish for the Scheme to proceed, it is important that you vote in favour of the Scheme.

Additional Information

Your directors encourage you to read this Scheme Booklet carefully and in its entirety, as it contains important information that will need to be considered before you vote on the Scheme Resolution. Your directors also encourage you to seek independent financial, legal and taxation advice before making any investment decision in relation to your SAI Shares.

If you require further information or have questions in relation to the Scheme or this Scheme Booklet, please contact the Shareholder Information Line on 1300 654 848 (within Australia) or +61 1300 654 848 (outside Australia) Monday to Friday between 7.00am and 7.30pm (Sydney time).

I would like to thank you for your ongoing support.

Yours sincerely,

Andrew DuttonChairmanSAI Global Limited

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Purpose of this Scheme Booklet

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SCHEME BOOKLET

On 26 September 2016, the SAI Directors unanimously recommended that SAI Shareholders vote in favour of the Scheme under which BPEA BidCo would acquire all of the shares in SAI for $4.75 cash per SAI Share, in the absence of a Superior Proposal and subject to the Independent Expert concluding that the Scheme is in the best interests of SAI Shareholders.

Each SAI Director continues to recommend that SAI Shareholders vote in favour of the Scheme and intends to vote all SAI Shares that he or she controls in favour of the Scheme.

The purpose of this Scheme Booklet is to explain the terms of the proposed Scheme and provide you with information on the Scheme to assist you in your decision whether or not to vote in favour of the Scheme.

Voting will take place at the Scheme Meeting to be held at 10.00am on Monday, 5 December 2016 at SMC Conference & Function Centre (Ionic Room), 66 Goulburn Street, Sydney. You should read this Scheme Booklet in full before deciding how to vote. The Scheme has a number of advantages, disadvantages and risks, which may affect SAI Shareholders in different ways depending on their individual circumstances. SAI Shareholders should seek professional advice on their particular circumstances, as appropriate.

Reasons to vote in favour of the Scheme

✔ The SAI Directors unanimously recommend that SAI Shareholders vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to consider the Scheme is in the best interests of SAI Shareholders

✔ The Independent Expert has concluded that the Scheme is in the best interests of SAI Shareholders, in the absence of a Superior Proposal

✔ The Scheme Consideration represents attractive value for SAI Shareholders

✔ SAI Shareholders will receive certain value of $4.75 cash per SAI Share for their investment in SAI

✔ SAI’s share price is likely to fall if the Scheme does not proceed and no Superior Proposal emerges

✔ No Superior Proposal has emerged since the announcement of the Scheme

✔ If the Scheme does not proceed, SAI Shareholders will continue to be exposed to risks associated with SAI’s business rather than realising certain value for their SAI Shares in a certain timeframe

✔ SAI Shareholders will not incur any stamp duty or brokerage charges if the Scheme proceeds

For more information about the reasons to vote in favour of the Scheme, please see Section 2.1 of this Scheme Booklet which SAI Shareholders should read carefully and in its entirety.

Reasons not to vote in favour of the Scheme

✘ You may disagree with the SAI Directors’ unanimous recommendation and the Independent Expert’s conclusion and believe that the Scheme is not in your best interests

✘ You may prefer to participate in the future financial performance of the SAI business

✘ You may wish to maintain your current investment profile

✘ The tax consequences of the Scheme may not suit your current financial position

✘ You may believe that there is potential for a Superior Proposal to be made in the foreseeable future

For more information about the reasons to vote against the Scheme, please see Section 2.2 of this Scheme Booklet which SAI Shareholders should read carefully and in its entirety.

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Key Dates

Nextsteps


(a) Carefully read this Scheme BookletThis is an important document and you should read it carefully and in its entirety before making a decision on how to vote at the Scheme Meeting.

(b) Vote on the SchemeAs an SAI Shareholder, you are entitled to vote on whether the Scheme should proceed at the Scheme Meeting.

Please refer to the following pages of this Scheme Booklet for details on how to vote at the Scheme Meeting, including by proxy.

(c) Seek further informationIf you have any questions in relation to the Scheme or the number of SAI Shares you hold or how to vote, please call the Shareholder Information Line on 1300 654 848 (within Australia) or +61 1300 654 848 (outside Australia) Monday to Friday between 7.00am and 7.30pm (Sydney time).

If you have any doubts as to the actions you should take or you have further questions, please contact your legal, investment or other professional adviser.

(d) Why you should voteAs an SAI Shareholder, you have a say in whether BPEA BidCo will acquire all of the issued shares in SAI. This is your opportunity to play a role in deciding the future of SAI.

10.00am (Sydney time) on Saturday 3 December 2016

Scheme Meeting proxies – the last date and time by which proxy forms (including proxies lodged online), powers of attorney or certificates of appointment of body corporate representative for the Scheme Meeting must be received by the Registry

7.00pm (Sydney time) on Saturday 3 December 2016

Meeting Record Date – date and time for determining eligibility to vote at the Scheme Meeting

10:00am (Sydney time) on Monday 5 December 2016

Scheme Meeting

IF SAI SHAREHOLDERS APPROVE THE SCHEME AT THE SCHEME MEETING

Friday 9 December 2016

Second Court Date to approve the Scheme

Monday 12 December 2016

Effective Date – this is the date on which the Scheme comes into effect and is binding on SAI Shareholders. Court order lodged with ASIC and announced on the ASX.

SAI Shares will be suspended from trading at the close of trading on the ASX on the Effective Date. If the Scheme proceeds, this will be the last day that SAI Shares will trade on the ASX.

7.00pm on Monday 19 December 2016 (5th Business Day after Effective Date)

Record Date – all SAI Shareholders who hold SAI Shares on the Record Date will be entitled to receive the Scheme Consideration.

Friday 23 December 2016 (4th Business Day after the Scheme Record Date)

Implementation Date – all Scheme Shareholders will be sent the Scheme Consideration to which they are entitled on this date.

All dates following the date of the Scheme Meeting are indicative only and are subject to the Court approval process and the satisfaction or, where applicable, waiver of the conditions precedent to the implementation of the Scheme (see Section 1.2 of this Scheme Booklet). All dates and times, unless otherwise indicated, refer to the date and time in Sydney, Australia. Any changes to the above timetable will be announced to ASX and notified on SAI’s website at https://www.saiglobal.com/.

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Howto vote

8

SCHEME BOOKLET

Who is entitled to vote at the Scheme Meeting?If you are on the Register as an SAI Shareholder at 7.00pm (Sydney time) on Saturday 3 December 2016, then you will be entitled to attend and vote at the Scheme Meeting.

Joint HoldersIn the case of SAI Shares held by joint holders, only one of the joint holders is entitled to vote. If more than one shareholder votes in respect of jointly held SAI Shares, only the vote of the SAI Shareholder whose name appears first in the Register will be counted.

Your vote is importantIn order for the Scheme to be implemented, the Scheme Resolution must be approved by SAI Shareholders at the Scheme Meeting.

For this reason the SAI Directors unanimously recommend that you vote in favour of the Scheme Resolution in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of SAI Shareholders.

If you are unable to attend the Scheme Meeting, the SAI Directors urge you to complete and return, in the enclosed reply paid envelope, the personalised proxy form that accompanies this Scheme Booklet or lodge your proxy form online at Link’s website (www.linkmarketservices.com.au) in accordance with the instructions given there.

Location and details of Scheme MeetingThe details of the Scheme Meeting are as follows:

Location: SMC Conference & Function Centre (Ionic Room), 66 Goulburn Street, Sydney

Date: Monday, 5 December 2016

Time: 10.00am (Sydney time)

Scheme MeetingA copy of the Notice of Scheme Meeting is set out in Attachment A to this Scheme Booklet.

Section 3.1(b) of this Scheme Booklet provides details of the Scheme Resolution and the voting majorities that are required for the Scheme Resolution.

Voting in person, by attorney or corporate representative If you wish to vote in person, you must attend the Scheme Meeting.

If you cannot attend the Scheme Meeting, you may vote by proxy by completing the proxy form accompanying this Scheme Booklet.

Attorneys who plan to attend the Scheme Meeting should bring with them the original or a certified copy of the power of attorney under which they have been authorised to attend and vote at the Scheme Meeting. Attorneys who plan to attend and vote at the Scheme Meeting must provide a copy of the power of attorney and any authority under which the power of attorney was signed to the Registry by no later than 10:00am (Sydney time) on Saturday 3 December 2016 and should bring with them the original or a certified copy of the power of attorney and authority under which they have been authorised to attend and vote at the Scheme Meeting.

Given the last date for lodgement of a power of attorney or authority falls on a Saturday, please ensure that any power of attorney or authority which you intend to post or deliver is received by close of business on Friday 2 December 2016. SAI will accept copies of your power of attorney or authority received before 10:00am (Sydney time) on Saturday 3 December 2016.

A body corporate which is an SAI Shareholder may appoint an individual to act as its corporate representative. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Scheme Meeting evidence of his or her appointment, including any authority under which it is signed.

Voting by proxy If you wish to appoint a proxy to attend and vote at the Scheme Meeting on your behalf, please complete and sign the personalised proxy form accompanying this Scheme Booklet in accordance with the instructions set out on the proxy form or lodge your proxy vote online at Link’s website (www.linkmarketservices.com.au) in accordance with the instructions given there. You may complete the proxy form in favour of the Chairperson of the Scheme Meeting or appoint up to two proxies to attend and vote on your behalf at the Scheme Meeting.

TO BE VALID, PROXY FORMS FOR THE SCHEME MEETING MUST BE RECEIVED BY THE REGISTRY BY NO LATER THAN 10.00AM (SYDNEY TIME) ON SATURDAY 3 DECEMBER 2016. Proxy forms, duly completed in accordance with the instructions set out on the proxy form, may be returned to the Registry:

• by posting them in the reply paid envelope provided;

• by delivering them to Link Market Services Limited at Level 12, 680 George Street, Sydney NSW 2000;

• by faxing them to +61 2 9287 0309;

• by posting them to SAI Global Limited C/- Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235 Australia; or

• online: www.linkmarketservices.com.au

Login to the Link website using the details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online voting facility, SAI Shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

Given the last date for lodgement of proxy forms falls on a Saturday, please ensure that any proxy form which you intend to post or deliver is received by close of business on Friday 2 December 2016. SAI will accept proxies received by fax before 10:00am (Sydney time) on Saturday 3 December 2016.

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Frequentlyasked questions


QUESTION ANSWER

AN OVERVIEW OF THE SCHEME

Why have I received this Scheme Booklet?

This Scheme Booklet has been sent to you because you are an SAI Shareholder and SAI Shareholders are being asked to vote on a Scheme which if approved will result in BPEA BidCo acquiring all SAI Shares for $4.75 cash per SAI Share.

This Scheme Booklet is intended to help you to decide how to vote on the Scheme Resolution which needs to be passed at the Scheme Meeting to allow the Scheme to proceed.

What is the Scheme? The Scheme is a scheme of arrangement between SAI and SAI Shareholders. A scheme of arrangement is a statutory procedure that is commonly used in transactions which may result in a change of ownership or control of a company.

On 26 September 2016, SAI and Baring Private Equity Asia Group announced the Scheme to ASX. If the Scheme is approved and implemented, Scheme Shareholders will receive $4.75 cash for each SAI Share they own.

Who are BPEA BidCo and the Baring Private Equity Asia Group?

BPEA BidCo is an Australian proprietary company limited by shares incorporated on 26 September 2016. It is a direct wholly owned subsidiary of Casmar Holdings (Australia) Pty Limited (ACN 615 020 409) which is an Australian proprietary company limited by shares incorporated on 26 September 2016. Casmar Holdings (Australia) Pty Limited is a direct wholly owned subsidiary of Casmar Pte. Limited which is a Singaporean proprietary company limited by shares incorporated on 12 November 2015. Casmar Pte. Limited is a direct wholly owned subsidiary of Casmar Holdings Pte. Limited which is a Singaporean proprietary company limited by shares incorporated on 12 November 2015. Casmar Holdings Pte. Limited is ultimately owned by three limited partnerships which comprise BAPE Fund VI. The investment funds comprising BAPE Fund VI are advised by Baring Private Equity Asia Group Limited (together with its related advisory entities, Baring Private Equity Asia).

Baring Private Equity Asia Group is one of the largest and most established independent alternative asset management firms in Asia, advising funds with total committed capital of over US$10 billion.

For more information on BPEA BidCo and the Baring Private Equity Asia Group please see Section 5 of this Scheme Booklet.

How will the Scheme be implemented?

In order for the Scheme to be implemented, all conditions precedent under the Scheme Implementation Deed must be satisfied or waived (where applicable), including that the Scheme Resolution must be approved by SAI Shareholders at the Scheme Meeting and the Scheme must be approved by the Court.

Details of this Scheme Resolution and the majorities required to approve the resolution are set out in Section 3.1(b) of this Scheme Booklet.

What do the SAI Directors recommend?

The SAI Directors unanimously recommend that you vote in favour of the Scheme Resolution to approve the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of SAI Shareholders.

How are the SAI Directors intending to vote?

Each of the SAI Directors intends to vote, or cause to be voted, in favour of the Scheme in respect of all the SAI Shares they control, in the absence of a Superior Proposal and subject to the Independent Expert continuing to consider the Scheme to be in the best interests of SAI Shareholders.For

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FREQUENTLY ASKED QUESTIONS CONTINUED

QUESTION ANSWER

What is the Independent Expert’s opinion of the Scheme?

The Independent Expert concluded that the Scheme is in the best interests of SAI Shareholders, in the absence of a Superior Proposal. The Independent Expert, in arriving at this opinion, assessed whether the Scheme was fair and reasonable to the SAI Shareholders.

The Independent Expert has estimated the full underlying value of SAI to be in the range of $4.31 to $4.90 per share.

The Independent Expert’s Report is included as Attachment E to this Scheme Booklet.

The SAI Directors recommend that you read the Independent Expert’s Report carefully and in its entirety.

Why you may consider voting in favour of the Scheme

Reasons why you may consider voting in favour of the Scheme include:

• The SAI Directors unanimously recommend that SAI Shareholders vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to consider the Scheme is in the best interests of SAI Shareholders;

• The Independent Expert has concluded that the Scheme is in the best interests of SAI Shareholders, in the absence of a Superior Proposal;

• The Scheme Consideration represents attractive value for SAI Shareholders;

• SAI Shareholders will receive certain value of $4.75 cash per SAI Share for their investment in SAI;

• SAI’s share price is likely to fall if the Scheme does not proceed and no Superior Proposal emerges;

• No Superior Proposal has emerged since the announcement of the Scheme;

• If the Scheme does not proceed, SAI Shareholders will continue to be exposed to risks associated with SAI’s business rather than realising certain value for their SAI Shares in a certain timeframe; and

• SAI Shareholders will not incur any stamp duty or brokerage charges if the Scheme proceeds.

Why you may consider voting against the Scheme

Reasons why you may consider voting against the Scheme include:

• You may disagree with the SAI Directors’ unanimous recommendation and the Independent Expert’s conclusion and believe that the Scheme is not in your best interests;

• You may prefer to participate in the future financial performance of the SAI business;

• You may wish to maintain your current investment profile;

• the tax consequences of the Scheme may not suit your current financial position; and

• you may believe there is the potential for a Superior Proposal to be made in the foreseeable future.

What will happen if a Superior Proposal emerges?

If SAI receives a proposal from a third party, the following applies:

• If the proposal is a Notifiable Proposal (defined in Section 3.7(d) below), SAI must notify BPEA BidCo in writing as soon as practicable and in any event within 2 Business Days of the material terms of the Notifiable Proposal (including, if known, the price, conditions precedent, timetable and any break fee) and, subject to the Fiduciary Exception (defined in Section 3.7(b) below), the identity of the third party making the Notifiable Proposal;

• SAI must not enter into a binding agreement to implement a Competing Proposal unless it is a Superior Proposal and SAI has notified the above details (including the identity of the third party making the Competing Proposal) to BPEA BidCo;

• BPEA BidCo will be given 3 Business Days’ notice during which it can put forward a counter proposal; and

• If BPEA BidCo provides a counter proposal and the SAI Directors decide, acting in good faith, that the counter proposal is more favourable to SAI Shareholders than the proposal from the third party, then the parties must use their best endeavours to promptly agree any amendments to the Scheme Implementation Deed as are reasonably necessary to implement the counter proposal.

Details of these provisions (and other provisions) of the Scheme Implementation Deed are set out in Section 3.

Since the announcement of the Scheme on 26 September 2016 and up to the date of this Scheme Booklet, no Superior Proposal has emerged.

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QUESTION ANSWER

Is there a break fee payable?

Under the Scheme Implementation Deed, SAI must pay to BPEA BidCo a break fee of $10,785,480 (exclusive of GST) if certain events occur, including where a third party makes or announces a proposal to acquire an economic interest in 50% or more by value of the business or property of the SAI Group or gain Control of SAI before 26 March 2017 (or the earlier termination of the Scheme Implementation Deed) and completes such a transaction within 9 months of the announcement, where any SAI Director publicly withdraws or adversely changes his or her recommendation or voting intention in respect of the Scheme, an SAI Prescribed Occurrence occurs, or if BPEA BidCo terminates the Scheme Implementation Deed because of a material breach of the Scheme Implementation Deed by SAI.

Details of these provisions (and other provisions) of the Scheme Implementation Deed are set out in Section 3.8.

What are the risks associated with an investment in SAI if the Scheme does not become Effective?

If the Scheme does not proceed, and no comparable proposal or Superior Proposal emerges, then the SAI share price may fall or trade at a price below the Scheme Consideration of $4.75 per SAI Share, at least in the near term.

In addition, if the Scheme does not become Effective and no Superior Proposal emerges, SAI Shareholders will continue to be subject to the specific risks associated with SAI’s business and other general risks.

Details of these risks are set out in Section 6.3.

AN OVERVIEW OF THE SCHEME CONSIDERATION

What is the Scheme Consideration?

Scheme Shareholders will receive cash consideration of $4.75 for each SAI Share they hold on the Record Date.

What is the premium of the Scheme Consideration to SAI’s Share price?

The Scheme Consideration of $4.75 cash per share represents a:

• 32.3% premium to SAI’s closing share price of $3.59 on 23 September 2016, being the last trading day prior to the announcement of the Scheme on 26 September 2016;

• 35.0% premium to the 5-day VWAP of $3.52 to 23 September 2016;

• 35.5% premium to the 1-month VWAP of $3.51 to 23 September 2016;

• 34.0% premium to the 6-month VWAP of $3.54 to 23 September 2016; and

• 28.7% premium to the broker consensus target price of $3.69 prior to the announcement of the Scheme on 26 September 2016.5

How is Baring Private Equity Asia Group funding the Scheme Consideration?

BPEA BidCo intends to fund the Scheme Consideration from committed funding through a combination of external debt and equity from certain other Baring Private Equity Asia Group members.

The total proceeds available to BPEA BidCo under these funding arrangements are in excess of the maximum amount that could be required to fund the Scheme Consideration.

For more information on Baring Private Equity Asia Group’s funding arrangements see Section 5.4 of this Scheme Booklet.

Who is entitled to participate in the Scheme?

Persons who hold SAI Shares on the Record Date (excluding Baring Private Equity Asia Group and its associates) will participate in the Scheme and, if the Scheme is approved and implemented, those persons will receive the Scheme Consideration of $4.75 cash in respect of each SAI Share held on the Record Date.

When will I receive the Scheme Consideration?

Provided the Scheme is approved and implemented, SAI Shareholders on the Register on the Record Date are expected to be sent the Scheme Consideration on the Implementation Date

What are the tax implications of the Scheme for you?

The tax implications for Scheme Shareholders if the Scheme is approved and implemented will depend on the specific taxation circumstances of each Scheme Shareholder.

General information about the likely Australian tax consequences of the Scheme is set out in Section 7 of this Scheme Booklet. You should not rely on those descriptions as advice for your own affairs.

For information about your individual financial or taxation circumstances please consult your financial, legal, taxation or other professional adviser.

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FREQUENTLY ASKED QUESTIONS CONTINUED

QUESTION ANSWER

Will I have to pay brokerage or stamp duty?

No, you will not have to pay brokerage or stamp duty if your SAI Shares are acquired under the Scheme.

Can I sell my SAI Shares now?

You can sell your SAI Shares on-market at any time before the close of trading on ASX on the Effective Date. However, if you do so you will receive the prevailing on-market price set at the time of sale which may not be the same price as the Scheme Consideration, and you may also be required to pay brokerage.

SCHEME, VOTING AND APPROVALS

Are there any conditions that must be satisfied or waived in order for the Scheme to be implemented?

Yes there are. The conditions which remain outstanding as at the date of this Scheme Booklet are:

• Court approval of the Scheme;

• the Scheme Resolution being passed by the Requisite Majorities (see Section 3.1(b) of this Scheme Booklet for further details) at the Scheme Meeting;

• no other orders or restraints being issued by any court or any Government Agency preventing the implementation of the Scheme are in place;

• BPEA BidCo receiving FIRB approval for the Scheme;

• no SAI Material Adverse Change or SAI Prescribed Occurrence occurs;

• no material breach of SAI’s representations and warranties occurs;

• the Independent Expert not publicly withdrawing, qualifying or changing its opinion that the Scheme is in the best interests of SAI Shareholders; and

• none of the Directors changing, qualify or withdrawing their recommendation of the Scheme or intention to vote, or cause to be voted, all the SAI Shares held or controlled by them in favour of the Scheme at the Scheme Meeting, in the absence of a Superior Proposal and subject to the Independent Expert continuing to consider the Scheme is in the best interests of SAI Shareholders.

The conditions of the Scheme are summarised in further detail in Section 1.2 of this Scheme Booklet.

SAI Shareholders should also be aware that the Scheme Implementation Deed may be terminated in certain circumstances (details of which are summarised in Section 3.6 of this Scheme Booklet). If the Scheme Implementation Deed is terminated, the Scheme will not proceed.

As at the date of this Scheme Booklet, the SAI Directors are not aware of any reason why these conditions should not be satisfied or waived.

What happens if these conditions are not satisfied or the Scheme Implementation Deed is terminated?

If the Scheme conditions are not satisfied or the Scheme Implementation Deed is terminated then the Scheme will not be implemented and, as set out in Section 6.1 of this Scheme Booklet:

• you will retain your SAI Shares and they will not be acquired by BPEA BidCo;

• you will not receive the proposed $4.75 per share Scheme Consideration;

• SAI will continue to operate as a stand-alone company listed on ASX; and

• if the Scheme does not proceed, and no comparable proposal or Superior Proposal emerges, then the SAI share price may fall or trade at a price below the Scheme Consideration of $4.75 per SAI Share, at least in the near term.

What happens if the Scheme is approved, all conditions are satisfied and it is implemented?

If the Scheme becomes Effective and you remain an SAI Shareholder as at the Record Date for the Scheme, all of your SAI Shares will be transferred to BPEA BidCo under the Scheme, and you will receive the Scheme Consideration of $4.75 cash for each SAI Share you hold on the Record Date.

Am I entitled to vote at the Scheme Meeting?

If you are registered as an SAI Shareholder on the Register at 7.00pm (Sydney time) on Saturday 3 December 2016, then you will be entitled to attend and vote at the Scheme Meeting.

Details of the Scheme Meeting and voting are on page 8.For

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QUESTION ANSWER

How do I vote? Voting at the Scheme Meeting may be in person, by attorney, by proxy or, in the case of a corporation, by corporate representative. If you wish to vote in person, you must attend the Scheme Meeting.

If you cannot attend the Scheme Meeting, you may complete the enclosed personalised proxy form in accordance with the instructions or lodge your proxy form online at Link’s website (www.linkmarketservices.com.au) in accordance with the instructions given there. The deadline for lodging your proxy form for the Scheme Meeting is 10.00am (Sydney time) on Saturday 3 December 2016.

Given the last date for lodgement of proxy forms falls on a Saturday, please ensure that any proxy form which you intend to post or deliver is received by close of business on Friday 2 December 2016. SAI will accept proxies received by fax before 10:00am (Sydney time) on Saturday 3 December 2016.

Details of the Scheme Meeting and voting are on page 8.

When and where will the Scheme Meeting be held?

The Scheme Meeting will be held at 10.00am (Sydney time) on Monday, 5 December 2016 at SMC Conference & Function Centre (Ionic Room), 66 Goulburn Street, Sydney.

Is voting compulsory? Voting is not compulsory. However, the Scheme will only be successful if it is approved by the Requisite Majorities of SAI Shareholders so voting is important and SAI Directors encourage you to vote. If the Scheme is approved, you will be bound by the Scheme whether or not you voted and whether or not you voted in favour of it.

What vote is required to approve the Scheme?

For the Scheme to proceed, the Scheme Resolution must be passed by the following Requisite Majorities:

• a majority in number (more than 50%) of SAI Shareholders who vote on the Scheme Resolution (noting that the Court may waive this requirement); and

• at least 75% of the votes cast on the Scheme Resolution.

What happens if I do not vote or if I vote against the Scheme?

If you do not vote, or vote against the Scheme, the Scheme may not be approved at the Scheme Meeting by the Requisite Majorities of SAI Shareholders. If this occurs then the Scheme will not proceed, you will not receive the Scheme Consideration and you will remain an SAI Shareholder.

However, if the Scheme is approved by the Requisite Majorities and the Scheme is implemented, your SAI Shares will be transferred to BPEA BidCo under the Scheme and you will receive the Scheme Consideration for each SAI Share you hold on the Record Date whether or not you voted in favour of the Scheme

Can I keep my shares in SAI?

If the Scheme is implemented, your SAI Shares will be transferred to BPEA BidCo. This is so even if you did not vote at all or you voted against the Scheme Resolution at the Scheme Meeting.

When will the results of the Scheme Meeting be available?

The results of the Scheme Meeting will be available shortly after the conclusion of the Scheme Meeting and will be announced to the ASX once available. Even if the Scheme Resolution is passed at the Scheme Meeting by the Requisite Majorities, the Scheme will only proceed if Court approval of the Scheme is obtained and all of the other conditions precedent are satisfied or waived.

What do I do if I oppose the Scheme?

If you, as an SAI Shareholder, oppose the Scheme, you should:

• call the Shareholder Information Line on 1300 654 848 (within Australia) or +61 1300 654 848 (outside Australia) Monday to Friday between 7.00am and 7.30pm (Sydney time) and obtain further information;

• attend the Scheme Meeting either in person or by proxy and vote against the Scheme Resolution; and/or

• if shareholders pass the Scheme Resolution at the Scheme Meeting and you wish to appear and be heard at the Second Court Hearing and if so advised, oppose the approval of the Scheme at the Second Court Hearing, you must lodge a notice of intention to appear at the Second Court Hearing, attend the hearing and indicate opposition to the Scheme.

FURTHER INFORMATION

What if I want further information?

If you have any questions about the Scheme or you would like additional copies of this Scheme Booklet, please contact the Shareholder Information Line on 1300 654 848 (within Australia) or +61 1300 654 848 (outside Australia) Monday to Friday between 7.00am and 7.30pm (Sydney time).

For information about your individual financial or taxation circumstances please consult your financial, legal, taxation or other professional adviser.

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1Summary of the Scheme

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1.1 Scheme

On 26 September 2016, the SAI Board recommended to SAI Shareholders a proposal which, if implemented, will deliver to Scheme Shareholders $4.75 cash for the acquisition of each SAI Share pursuant to the Scheme.

This Scheme Booklet outlines the proposal being put to SAI Shareholders in relation to the Scheme, pursuant to which BPEA BidCo will, subject to approval by SAI Shareholders and the Court, acquire all of the SAI Shares on issue for cash consideration of $4.75 per SAI Share.

1.2 Conditions precedent

The Scheme is subject to a number of conditions precedent. The following conditions precedent are outstanding as at the date of this Scheme Booklet: (a) (FIRB) BPEA BidCo has received FIRB approval for the Scheme.(b) (Court approval) The Court approves the Scheme in accordance with section 411(4)(b) of the Corporations Act.(c) (Shareholder approval) SAI Shareholders agree to the Scheme at the Scheme Meeting by the Requisite Majorities.(d) (No Restraints) Before and as at the Delivery Time:

(i) there is not in effect any temporary restraining order, preliminary or permanent injunction or other preliminary or final decision, order or decree issued by any court of competent jurisdiction or by any Government Agency, nor is there in effect any other legal restraint or prohibition; and

(ii) no action or investigation is announced or commenced by any Government Agency,

which restrains, prohibits, impedes or otherwise materially adversely impacts upon (or could reasonably be expected to restrain, prohibit or otherwise materially adversely impede or impact upon) the completion of the Scheme.

(e) (No SAI Material Adverse Change) No SAI Material Adverse Change occurs between the date of the Scheme Implementation Deed and the Delivery Time.

(f) (No SAI Prescribed Occurrence) No SAI Prescribed Occurrence occurs between the date of the Scheme Implementation Deed and the Delivery Time.

(g) (SAI representations and warranties) There has been no material breach of the representations and warranties given by SAI in the Scheme Implementation Deed.

(h) (Independent Expert) The Independent Expert not publicly withdrawing, qualifying or changing its opinion that the Scheme is in the best interests of SAI Shareholders at any time up to the Delivery Time.

(i) (Directors’ Recommendation) None of the Directors changing, qualifying or withdrawing their recommendation of the Scheme or intention to vote, or cause to be voted, all the SAI Shares held or controlled by them in favour of the Scheme at the Scheme Meeting, in the absence of a Superior Proposal and subject to the Independent Expert continuing to consider the Scheme is in the best interests of SAI Shareholders.

The conditions of the Scheme are set out in full in clause 3 of the Scheme Implementation Deed which is Attachment B to this Scheme Booklet.

1.3 Implementation of the Scheme

The Scheme is proposed to be undertaken pursuant to a Court approved scheme of arrangement. A scheme of arrangement is a legal arrangement that shareholders vote on and, if the Requisite Majorities of shareholders vote in favour of it and it is approved by the Court, it binds the company and all of its shareholders upon the Court orders approving the scheme of arrangement being lodged with ASIC. Approval of a scheme of arrangement requires a 50% majority of the number of shareholders voting (unless the Court orders otherwise) and a 75% majority of the total votes cast being in favour of the Scheme, as well as approval by the Court.

The Scheme will become binding on SAI and SAI Shareholders only if the conditions to the Scheme are satisfied or waived.

1.4 If the Scheme is approved

If the Scheme is approved and implemented and you remain an SAI Shareholder as at the Record Date for the Scheme, each of your SAI Shares will be acquired by BPEA BidCo for cash consideration of $4.75 per SAI Share.

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2Key considerations relevant to your vote

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This Section sets out the reasons why the SAI Directors consider that you should vote in favour of the Scheme. The SAI Directors acknowledge that there are reasons to vote against the Scheme (see Section 2.2 titled “Reasons why you may vote against the Scheme”), however, they believe that the reasons to vote in favour of the Scheme significantly outweigh the reasons to vote against the Scheme.

2.1 Reasons to vote in favour of the Scheme

(a) The SAI Directors unanimously recommend that SAI Shareholders vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to consider the Scheme is in the best interests of SAI Shareholders

The SAI Directors unanimously recommend that, in the absence of a Superior Proposal and subject to the Independent Expert continuing to consider the Scheme is in the best interests of SAI Shareholders, you vote in favour of the Scheme Resolution required to implement the Scheme at the Scheme Meeting.

In reaching their recommendation, your SAI Directors have assessed the Scheme having regard to the reasons to vote in favour of, or against, the Scheme, as set out in this Scheme Booklet.

In the absence of a Superior Proposal and subject to the Independent Expert continuing to consider the Scheme is in the best interests of SAI Shareholders, each of the SAI Directors intends to vote all SAI Shares held or controlled by them in favour of the Scheme. The interests of SAI Directors are set out in Section 8.1.

(b) The Independent Expert has concluded that the Scheme is in the best interests of SAI Shareholders, in the absence of a Superior Proposal

SAI appointed KMPG Corporate Finance as the Independent Expert to prepare an Independent Expert’s Report providing an opinion on whether the Scheme is in the best interests of SAI Shareholders.

The Independent Expert has concluded that the Scheme is in the best interests of SAI Shareholders, in the absence of a Superior Proposal.

The basis for this conclusion is that the Scheme Consideration of $4.75 per SAI Share is within the valuation (as concluded by the Independent Expert) of $4.31 to $4.90 per SAI Share.

The Independent Expert has made a number of observations in relation to the Scheme, including:(i) the Scheme Consideration represents a substantial premium to the trading price of SAI Shares before the announcement of the

Scheme. Therefore, the Scheme represents the best opportunity for SAI Shareholders to realise a control value for their SAI Shares in the absence of a Superior Proposal;

(ii) the Scheme Consideration is in cash and allows Scheme Shareholders to immediately realise the value from the investment and provides certainty of the pre-tax amount they will receive;

(iii) no Superior Proposal has emerged since the announcement of the Scheme. Accordingly, the Scheme represents a clear opportunity for the SAI Shareholders to monetise their investment at a significant premium to the trading prices of SAI Shares before the Scheme was announced; and

(iv) in the absence of the Scheme or a Superior Proposal, the SAI Share price is likely to fall to levels which do not reflect a control premium.

The SAI Directors encourage you to read the Independent Expert’s Report in full. A copy of the Independent Expert’s Report which includes the reasons why the Independent Expert reached its conclusion is included in Attachment E.

(c) The Scheme Consideration represents attractive value for SAI ShareholdersThe Scheme Consideration of $4.75 cash per SAI Share, which will be paid to SAI Shareholders if the Scheme is implemented, represents a significant premium to SAI’s share price prior to announcement of the Scheme on 26 September 2016.

The Scheme Consideration of $4.75 cash per SAI Share represents a premium of:(i) 32.3% to SAI’s closing share price of $3.59 on 23 September 2016 being the last trading day prior to announcement of the Scheme;(ii) 35.0% to the 5-day volume weighted average price (VWAP) of $3.52 to 23 September 2016;(iii) 35.5% to the 1-month VWAP of $3.51 to 23 September 2016;(iv) 34.0% to the 6-month VWAP of $3.54 to 23 September 2016; and(v) 28.7% to the broker consensus target price of $3.69 prior to announcement of the Scheme.6


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2. KEY CONSIDERATIONS RELEVANT TO YOUR VOTE CONTINUED

$2.50

$3.00

$3.50

$4.00

$4.50

$5.00

BROKERCONSENSUS

6 MONTH VWAP TO 23 SEPTEMBER 2016

1 MONTH VWAP TO 23 SEPTEMBER 2016

5 DAY VWAP TO 23 SEPTEMBER 2016

LAST CLOSE 23 SEPTEMBER 2016

(A$

PER

SHA

RE)

Scheme Consideration $4.75

$3.59 $3.52 $3.51 $3.54 $3.69

32.3% 35.0% 35.5% 34.0% 28.7%

(d) SAI Shareholders will receive certain value of $4.75 cash per SAI Share for their investment in SAIThe offer from BPEA BidCo is a 100% cash offer.

More specifically, if the Scheme is implemented, Scheme Shareholders will receive $4.75 in cash for each SAI Share held by them at the Scheme Record Date (currently expected to be Monday 19 December 2016), to be paid on or about the Implementation Date, which is currently expected to be Friday 23 December 2016.

In contrast, if the Scheme does not proceed, the amount which SAI Shareholders will be able to realise for their investment in SAI Shares will be uncertain.

The Scheme removes this uncertainty for SAI Shareholders. For details of risks relating to remaining an SAI Shareholder, see Section 6.3.

(e) SAI’s share price is likely to fall if the Scheme does not proceed and no Superior Proposal emergesIf the Scheme is not implemented, and in the absence of a Superior Proposal, SAI Shares are likely to trade below the price at which they have traded since announcement of the Scheme on 26 September 2016.

In addition, the future trading price of SAI Shares will continue to be subject to market volatility compared to the certain value of $4.75 cash per SAI Share available under the Scheme.

The chart below shows SAI’s share price performance over the last three years to 27 October 2016, the last practicable trading day before the date of this Scheme Booklet.

SAI historical share price performance

$2.75

$3.00

$3.25

$3.50

$3.75

$4.00

$4.25

$4.50

$4.75

$5.00

$5.25

$5.50

OCT 13 APR 14 OCT 14 APR 15 OCT 15 APR 15 OCT 16

CLO

SIN

G P

RICE

(A$

PER

SAI S

HA

RE)

26 May 14PEP non-binding

indicative andconditional proposal

13 Oct 14SAI concludesstrategic review 26 Sep 16

Announcement of Scheme

Scheme Consideration $4.75

Source: IRESS7

The closing price of SAI Shares on the ASX on 23 September 2016, being the last trading day prior to announcement of the Scheme, was $3.59.

The closing price for SAI Shares on the ASX on 27 October 2016, the last practicable trading day before the date of this Scheme Booklet, was $4.66.

7. Market data as at 27 October 2016, being the last practicable date before the date of the Scheme Booklet.

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During the three months ending 27 October 2016:(i) The highest recorded daily closing price for SAI Shares on the ASX was $4.70 on 28 September 2016; and(ii) The lowest recorded daily closing price for SAI Shares on the ASX was $3.30 on 11 August 2016.

(f) No Superior Proposal has emerged since the announcement of the SchemeSince the announcement of the Scheme Implementation Deed on 26 September 2016 and up to the date of this Scheme Booklet, no Superior Proposal has emerged.

Your SAI Directors have not become aware of any alternative proposal and have no basis for believing that a Superior Proposal will be received.

(g) If the Scheme does not proceed, SAI Shareholders will continue to be exposed to risks associated with SAI’s business rather than realising certain value for their SAI Shares in a certain timeframe

If the Scheme does not proceed, the amount which SAI Shareholders will be able to realise in terms of price and future dividends will necessarily be uncertain and subject to a number of risks outlined in Section 6.3.

Among other things, this will be subject to the performance of SAI’s business from time to time (in particular, the uncertainties associated with SAI’s outlook as described in Section 6.2), general economic conditions and the movements in the share market.

The Scheme removes these risks and uncertainties for SAI Shareholders and allows SAI Shareholders to exit their investment in SAI at a price that the SAI Directors consider compelling. If the Scheme is approved and implemented, these risks and uncertainties will be assumed by BPEA BidCo, as the sole shareholder of SAI following implementation of the Scheme.

(h) SAI Shareholders will not incur any stamp duty or brokerage charges if the Scheme proceedsSAI Shareholders will not incur any brokerage or stamp duty on the transfer of your SAI Shares to BPEA BidCo under the Scheme.

2.2 Reasons why you may vote against the Scheme

(a) You may disagree with the SAI Directors’ unanimous recommendation and the Independent Expert’s conclusion and believe that the Scheme is not in your best interests

You may disagree with recommendation of the SAI Directors, who have unanimously recommended that SAI Shareholders vote in favour of the Scheme, in the absence of a Superior Proposal.

In addition, you may disagree with the conclusion of the Independent Expert, who has concluded that the Scheme is is in the best interests of SAI Shareholders, in the absence of a Superior Proposal.

(b) You may prefer to participate in the future financial performance of the SAI business If the Scheme is implemented you will no longer be an SAI Shareholder. This will mean that you will not participate in the future performance, potential upside or future prospects of SAI, including any benefits from being an SAI Shareholder. This will mean that SAI Shareholders will not retain any exposure to SAI’s assets or have the potential to share in the value that could be generated by SAI in the future. However, as with all investments in securities, there can be no guarantee as to future performance of SAI.

(c) You may wish to maintain your current investment profileYou may wish to maintain your investment in SAI in order to have an investment in a publicly listed company with the specific characteristics of SAI in terms of industry, operational profile, size, capital structure and potential dividend stream.

Implementation of the Scheme may result in a disadvantage to those who wish to maintain their investment profile. SAI Shareholders who wish to maintain their investment profile may find it difficult to find an investment with a similar profile to that of SAI and they may incur transaction costs undertaking any new investment.

(d) The tax consequences of the Scheme may not suit your current financial positionImplementation of the Scheme may trigger taxation consequences for SAI Shareholders. A taxable gain may be realised from the disposal of your SAI Shares.

SAI Shareholders should read the general taxation considerations outlined in Section 7 of this Scheme Booklet and seek professional taxation advice with respect to their individual tax situation.

(e) You may believe that there is potential for a Superior Proposal to be made in the foreseeable futureYou may believe that there is a potential for a Superior Proposal to be made in the foreseeable future.

Since the execution of the Scheme Implementation Deed on 26 September 2016 and as at the date of this Scheme Booklet, no Superior Proposal has emerged and the SAI Directors have no basis for believing that an alternative proposal will emerge.

The Scheme Implementation Deed prohibits SAI from soliciting a Competing Proposal. However, SAI is permitted to respond to any Competing Proposal should the SAI Directors determine that failing to do so would likely constitute a breach of their fiduciary or statutory duties. Further details of the key terms in the Scheme Implementation Deed are provided in Attachment B.

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3Implementation of the Scheme

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3.1 Steps for implementing the Scheme

(a) Preliminary stepsSAI and BPEA BidCo entered into the Scheme Implementation Deed on 26 September 2016 pursuant to which, among other things, SAI agreed to propose the Scheme.

BPEA BidCo will execute the Deed Poll pursuant to which BPEA BidCo will, subject to the Scheme becoming Effective, agree to provide to each Scheme Shareholder the Scheme Consideration to which each Scheme Shareholder is entitled under the terms of the Scheme.

A copy of the proposed Scheme is set out in Attachment B to this Scheme Booklet.

A copy of the proposed Deed Poll is set out in Attachment D to this Scheme Booklet.

(b) Scheme MeetingThe Court has ordered that the Scheme Meeting be held at 10.00am (Sydney time) on Monday, 5 December 2016 at SMC Conference & Function Centre (Ionic Room), 66 Goulburn Street, Sydney for the purposes of approving the Scheme Resolution. The Notice of Scheme Meeting for SAI Shareholders which sets out the Scheme Resolution is included in Attachment A to this Scheme Booklet.

Each SAI Shareholder who is registered on the Register at 7.00pm (Sydney time) on Saturday, 3 December 2016 is entitled to attend and vote at the Scheme Meeting, either in person or by proxy or attorney or in the case of a body corporate, by its corporate representative appointed in accordance with section 250D of the Corporations Act.

Instructions on how to attend and vote at the Scheme Meeting in person, or to appoint a proxy to attend and vote on your behalf, are set out on page 8 of this Scheme Booklet.

The Scheme Resolution must be approved by:(i) a majority in number (more than 50%) of SAI Shareholders present and voting at the Scheme Meeting (whether in person, by proxy,

by attorney or, in the case of corporate SAI Shareholders, by a corporate representative) (the Headcount Test); and(ii) at least 75% of the total number of votes cast on the Scheme Resolution at the Scheme Meeting.

It should be noted that the Court has the power to waive the Headcount Test.

(c) Second Court hearingIn the event that:(i) the Scheme Resolution is approved by the Requisite Majorities of SAI Shareholders at the Scheme Meeting; and(ii) all conditions precedent of the Scheme have been satisfied or remain capable of being satisfied, or waived (if applicable),

SAI will apply to the Court for orders approving the Scheme. The Second Court Hearing is expected to be held on 9 December 2016.

(d) Effective DateIf the Court makes orders approving the Scheme, SAI will lodge with ASIC an office copy of the Court orders given under section 411(4)(b) of the Corporations Act approving the Scheme. It is anticipated that this will occur on the Business Day immediately following the Court Approval Date.

Once the Scheme becomes Effective:(i) BPEA BidCo will become bound to pay Scheme Shareholders the Scheme Consideration on the Implementation Date; and(ii) subject to payment of the aggregate Scheme Consideration by BPEA BidCo as referred to in Section 3.2(a) of this Scheme Booklet

below, SAI will become bound to take the steps required for BPEA BidCo to become the holder of all SAI Shares.

3.2 Implementation of the Scheme – payment of Scheme Consideration

Subject to the Scheme becoming Effective, on the Implementation Date, currently anticipated to be 23 December 2016, the Scheme will be implemented by SAI and BPEA BidCo undertaking the following steps.

(a) Deposit of aggregate Scheme Consideration by BPEA BidCoBefore the Business Day before the Implementation Date, BPEA BidCo will deposit (or will procure the deposit of) the aggregate Scheme Consideration payable to all Scheme Shareholders in cleared funds to an account nominated by SAI to be held on trust by SAI for Scheme Shareholders.

(b) Transfer of all SAI Shares to BPEA BidCoSubject to payment of the aggregate Scheme Consideration by BPEA BidCo as referred to in paragraph (a), all of the SAI Shares will be transferred to BPEA BidCo by SAI and SAI will enter the name of BPEA BidCo in the Register in respect of all SAI Shares.

(c) Payment of Scheme ConsiderationThe Scheme Consideration will be paid by SAI by either:(i) sending a cheque for the Scheme Consideration that you are entitled to receive under the Scheme to your address shown in the

Register as at the Record Date; or (ii) making a payment to your nominated bank account with the Registry as at the Record Date.

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3. IMPLEMENTATION OF THE SCHEME CONTINUED

If you have not previously notified the Registry of your nominated bank account or you would like to change your existing nominated bank account, you should contact the Registry on 1300 654 848 (within Australia) or +61 1300 654 848 (outside Australia) Monday to Friday between 7.00am and 7.30pm (Sydney time) before the Record Date.

If a Scheme Shareholder has not nominated a bank account and their whereabouts are unknown as at the Record Date, the Scheme Consideration will be paid into a separate bank account and held by SAI until claimed or applied under laws dealing with unclaimed money. If you wish to confirm your current address details with the Registry, you may do so using the contact details above.

3.3 Determination of persons entitled to Scheme Consideration

(a) Dealings on or prior to the Record DateFor the purpose of establishing the persons who are Scheme Shareholders, dealings in SAI Shares will only be recognised if:(i) in the case of dealings of the type to be effected by CHESS, the transferee is registered in the Register as a holder of the relevant

SAI Shares as at the Record Date; and(ii) in all other cases, registrable transfers or transmission applications are received at the place where the Register is maintained by

7.00pm (Sydney time) on the Record Date (in which case, SAI must register such transfers or transmission applications before 7.00pm (Sydney time) on the Record Date).

SAI will not accept for registration nor recognise for the purpose of establishing the persons who are Scheme Shareholders any transmission application or transfer in respect of SAI Shares received after such times or received prior to these times and not in registrable form.

(b) Dealings after the Record DateFor the purposes of determining entitlements to Scheme Consideration, SAI will, until the Scheme Consideration has been paid to Scheme Shareholders and the name and address of BPEA BidCo has been entered in the Register as the holder of all the SAI Shares, maintain the Register in accordance with the terms of the Scheme, and the Register in this form will solely determine entitlements to the Scheme Consideration.

As from 7.00pm (Sydney time) on the Record Date, each entry currently on the Register will cease to be of any effect other than as evidence of entitlement to the Scheme Consideration in respect of the SAI Shares relating to that entry.

Any share certificates or statements of holding in respect of SAI Shares shall, from the Record Date, cease to have any effect as documents of evidence of title in respect of such SAI Shares.

3.4 SAI Options and SAI Performance Rights

(a) SAI OptionsAs at the date of this Scheme Booklet SAI had the following SAI Options on issue:

Grant Date Expiry Date Exercise Price ($) Number

9 November 2007 9 November 2017 $2.99 13,04518 July 2008 18 July 2018 $2.29 44,0824 November 2011 4 November 2018 $4.71 11,82412 November 2012 12 November 2019 $3.89 1,363,35822 November 2013 22 November 2020 $4.07 162,58119 November 2014 19 November 2021 $3.95 496,9176 January 2015 6 January 2022 $3.95 87,89316 October 2015 16 October 2022 $3.95 66,43520 November 2015 20 November 2025 $4.40 3,029,68712 September 2016 (Rollover Incentive Securities)

12 September 2026 $3.52 6,238,401

TOTAL 11,514,223

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(b) SAI Performance RightsAs at the date of this Scheme Booklet, SAI had the following SAI Performance Rights on issue:

Grant Date Expiry Date Exercise Price ($) Number

12 November 2012 1 July 2017 Nil 408,69622 November 2013 22 November 2018 Nil 331,72819 November 2014 19 November 2019 Nil 494,7247 January 2015 7 January 2020 Nil 32,04216 October 2015 16 October 2020 Nil 6,05520 November 2015 20 November 2020 Nil 373,5151 December 2015 1 December 2020 Nil 6,62912 September 2016 (Rollover Incentive Securities)

12 September 2021 Nil 463,075

TOTAL 2,116,464

(c) Intended Treatment of SAI Options and SAI Performance RightsIn accordance with the Plan Rules, all SAI Options and SAI Performance Rights (other than the Rollover Incentive Securities, as defined below) will vest as part of the Scheme in the manner described below.

(i) All SAI Options and SAI Performance Rights, other than the Rollover Incentive Securities (defined in paragraph (ii) below), will vest such that:(A) the SAI Performance Rights will, subject to the Scheme becoming Effective, automatically convert into SAI Shares immediately

before the Record Date; and(B) subject to the Scheme becoming Effective:

(1) SAI Options may be exercised in accordance with their terms at any time up to 5:00pm on the Business Day before the Record Date (Exercise Period);

(2) such SAI Options will, if exercised during the Exercise Period, convert into SAI Shares immediately before the Record Date; and

(3) any such SAI Options that are not exercised during the Exercise Period will lapse prior to the Record Date.

SAI Shares issued to holders of SAI Performance Rights and SAI Options that have been exercised in accordance with paragraph (B) above will be acquired by BPEA BidCo along with the other SAI Shares held by Scheme Shareholders as at the Record Date, and the holders of those SAI Shares will be entitled to receive the Scheme Consideration.

(ii) All SAI Options and SAI Performance Rights issued on 12 September 2016 (Rollover Incentive Securities) will, subject to:(A) the Scheme becoming Effective; and (B) the agreement of the holders of Rollover Incentive Securities, be varied so as to cease to confer any rights to receive SAI Shares and will instead confer rights to receive shares in BPEA BidCo of equivalent value and which are subject to no more onerous forfeiture, lapsing and vesting conditions than those that apply to the Rollover Incentive Securities as at the date the Scheme was announced (26 September 2016).

3.5 Deed Poll

BPEA BidCo has executed the Deed Poll, pursuant to which BPEA BidCo has undertaken in favour of each Scheme Shareholder to provide each Scheme Shareholder with the Scheme Consideration to which they are entitled under the Scheme, subject to the Scheme becoming Effective.

A copy of the Deed Poll is contained in Attachment D.

3.6 Termination rights

Termination rights are set out in clause 12 of the Scheme Implementation Deed, which is Attachment B to this Scheme Booklet. In summary:(a) either party may terminate the deed if a condition precedent has not been satisfied or waived and the parties are unable to agree

on a proposed course of action, or if the other party commits a material breach of the deed, or a representation or warranty given by that party under the deed, which is not rectified;

(b) BPEA BidCo may terminate the deed if SAI materially breaches its exclusivity obligations or any SAI Director publicly withdraw or adversely changes his or her recommendation or voting intention or recommends a Competing Proposal, or SAI voluntarily enters into any agreement or arrangement in relation to the implementation of any Competing Proposal;

(c) SAI may terminate the deed if a majority of SAI Directors publicly recommend a Superior Proposal (after BPEA BidCo’s matching rights described in Section 3.7(e) below have been exhausted); and

(d) the parties may terminate the deed by mutual agreement.

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3. IMPLEMENTATION OF THE SCHEME CONTINUED

3.7 Exclusivity

Under the Scheme Implementation Deed, SAI is subject to exclusivity obligations including no-shop, no-talk, no due diligence, and notification obligations and matching rights in respect of Completing Proposals. These provisions are set out in clause 8 of the Scheme Implementation Deed, which is Attachment B to this Scheme Booklet. In summary:(a) (No shop) From the date of the Scheme Implementation Deed until the earlier of the termination of the Scheme Implementation

Deed and 26 March 2017 (Exclusivity Period), the SAI Group must not, and must ensure that its representatives do not, directly or indirectly:(i) solicit, invite, encourage, respond to or initiate any Competing Proposal;(ii) respond to or facilitate any enquiries, negotiations or discussions with any third party in relation to, or that may reasonably be

expected to lead to, a Competing Proposal; or(iii) enter into any letter of intent, memorandum of understanding or other agreement regarding, any inquiries or proposals

concerning, or participate in any discussions or negotiations with any person (other than BPEA BidCo) concerning, or enter into or agree to, a Competing Proposal;

(b) (No talk) During the Exclusivity Period, the SAI Group must not, and must ensure that its representatives do not (whether directly or indirectly) negotiate or enter into or participate in negotiations or discussions with any person in relation to, or that may reasonably be expected to lead to, a Competing Proposal, even if:(i) the Competing Proposal was not directly or indirectly solicited, invited, encouraged or initiated by SAI; or(ii) that person has publicly announced the Competing Proposal.

The SAI Group’s obligations described above do not apply to the extent they restrict SAI or any SAI Director from taking or refusing to take any action with respect to a bona fide Competing Proposal if the SAI Directors determine that taking or refusing to take any such action would be reasonably likely to result in a breach by the SAI Board of their fiduciary or statutory duties (the Fiduciary Exception).

(c) (No due diligence) during the Exclusivity Period, SAI must not: (i) solicit, invite, initiate, or encourage, or, subject to the Fiduciary Exception, facilitate or permit, any person (other than BPEA

BidCo or any of its affiliates) to undertake due diligence investigations in respect of the SAI Group, or any of their respective businesses and operations, in connection with such person formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a Competing Proposal; or

(ii) subject to the Fiduciary Exception, make available to any person (other than BPEA BidCo or any of its affiliates) or permit any such person to receive, other than in the ordinary course of business or as required by law or the rules of any prescribed financial market, any non-public information relating to the SAI Group with a view to obtaining, or which may reasonably be expected to lead to, a Competing Proposal;

(d) (Notification obligation) SAI must notify BPEA BidCo in writing as soon as practicable and in any event within 2 Business Days if SAI (or any of its representatives) receives:(i) a Competing Proposal or any approach, inquiry or proposal made by a third party to initiate any discussions or negotiations that

could reasonably be expected to lead to a Competing Proposal; or(ii) any request made by any third party for any information in relation to the SAI Group that the SAI Board has reasonable grounds

to suspect may be in connection with that third party formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a Competing Proposal,

(a Notifiable Proposal).

The notice must set out the material terms of the Notifiable Proposal, including:

(i) subject to the Fiduciary Exception, the identity of the person who made the relevant approach, inquiry or proposal to initiate discussions or negotiations referred to in this clause; and

(ii) the material terms and conditions (including price, conditions precedent, timetable and any break fee) of the Notifiable Proposal (to the extent known).

(e) (Matching right) SAI must not enter into a binding agreement to implement a Competing Proposal unless:(i) it is a Superior Proposal;(ii) SAI has complied with its notification obligations described in Section 3.7(d) above and disclosed the identity of the third party

making the Competing Proposal; (iii) SAI has given BPEA BidCo 3 Business Days to put forward a counter proposal; and(iv) BPEA BidCo has not provided a counter proposal which the SAI Board, acting in good faith, after consulting with its financial

and legal advisers, determines would be reasonably likely to provide an outcome that is more favourable to SAI Shareholders as a whole than the relevant Competing Proposal (having regard to matters including, but not limited to, consideration, conditionality, funding, certainty and timing) by the expiry of the 3 Business Day period.

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3.8 Break fee

The break fee provisions are set out in clause 9 of the Scheme Implementation Deed which is Attachment B to this Scheme Booklet.

In summary, SAI is liable to pay BPEA BidCo a break fee of $10,785,480 (exclusive of GST) (Break Fee) if:(a) a proposal to acquire an economic interest in 50% or more by value of the business or property of the SAI Group or gain Control of

SAI is made or announced by a third party before 26 March 2017 (or the earlier termination of the Scheme Implementation Deed) and such a transaction is completed or implemented within 9 months of the date of the announcement;

(b) BPEA BidCo terminates the Scheme Implementation Deed due to a material breach by SAI of the Scheme Implementation Deed which is not rectified and the breach either constitutes an SAI Material Adverse Change or is material in the context of the Scheme taken as a whole;

(c) BPEA BidCo terminates the Scheme Implementation Deed due to a material breach by SAI of a representation or warranty given by SAI under the Scheme Implementation Deed which is not rectified;

(d) BPEA BidCo terminates the Scheme Implementation Deed due to a material breach by SAI of the exclusivity provisions described in Section 3.7 above;

(e) BPEA BidCo terminates the Scheme Implementation Deed due to the occurrence of an SAI Prescribed Occurrence; or(f) any SAI Director publicly withdraws or adversely changes his or her recommendation in respect of the Scheme or intention to vote,

or cause to be voted, all the SAI Shares held or controlled by them in favour of the Scheme at the Scheme Meeting, other than:(i) where the Independent Expert concludes in the Independent Expert’s Report (or any update or variation to that report) that

the Scheme is not in the best interests of SAI Shareholders, other than where the reason for that conclusion is a Competing Proposal; or

(ii) in circumstances where SAI is entitled to terminate the Scheme Implementation Deed for a material breach by BPEA BidCo.

The maximum liability of SAI to BPEA BidCo under or in connection with the Scheme Implementation Deed is an amount equal to the Break Fee, unless SAI has been finally found by a court of competent jurisdiction (after SAI has exhausted all rights of judicial appeal) to have knowingly or wilfully committed a material breach of the Scheme Implementation Deed, in which case SAI must pay BPEA BidCo a sum of $20,000,000. If SAI is required to do this, the maximum liability of SAI under or in connection with the knowing or wilful, material breach, and any fact, matter or circumstance giving rise to the obligation to pay the Break Fee, is $20,000,000.

3.9 Delisting

If the Scheme becomes Effective, on a date after the Implementation Date to be determined by BPEA BidCo, SAI will apply for termination of the official quotation of SAI Shares on the ASX, and to have itself removed from the official list of ASX.

3.10 End date

If the Scheme has not become Effective on or before 26 March 2017 (or such later date that SAI and BPEA BidCo agree in writing) and the parties are unable to agree on a proposed course of action, either SAI or BPEA BidCo is able to terminate the Scheme Implementation Deed. If the Scheme Implementation Deed is terminated, the Scheme will not proceed.

3.11 Further questions

If you have any further questions, you should call the Shareholder Information Line on 1300 654 848 (within Australia) or +61 1300 654 848 (outside Australia) Monday to Friday between 7.00am and 7.30pm (Sydney time).

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4Information on SAI

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4.1 Overview of SAI

SAI is a leading global provider of risk management products and services to help organisations to proactively manage risk to achieve business excellence, growth, sustainability and ultimately, create trust.

SAI’s integrated advisory, services and platforms operate across the entire lifecycle allowing businesses to focus on opportunities presented by uncertainty. Its solutions include risk management software, standards and regulatory content, ethics and compliance learning, risk assessments, certification, testing and audits. In Australia, it is also a leading provider of settlement related services and company, personal and property information.

SAI is listed on the ASX with its head office located in Sydney, Australia. It employs more than 2,000 people across 29 countries with 51 locations across Australia, Europe, North America, South Africa and Asia.

SAI’s global operating footprint

Scheme Booklet Rifle Media request

0

Map for illustrative purposes only.

AMERICAS EMEA APAC

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4. INFORMATION ON SAI CONTINUED

4.2 Operating structure

(a) OverviewSAI has two distinct operating divisions:(i) Risk Management Solutions (RMS); and(ii) Property Services.

SAI operating structure

PROPERTY SERVICES

$172.3m FY2016 Revenue$34.1m FY2016 Underlying EBITDA

CORPORATE SERVICES

$-m FY2016 Revenue$(18.5)m FY2016 Underlying EBITDA

RISK MANAGEMENT SOLUTIONS (RMS)

$397.9m FY2016 Revenue$115.7m FY2016 Underlying EBITDA

RISKSOFTWARE

$52.3mFY2016 Revenue

LEARNING


ASSURANCE


KNOWLEDGE


BPOSERVICES


INFORMATIONBROKING AND DATASERVICES


Notes:1. Numbers above are in A$ millions.2. Revenue contributions based on unaudited contribution by product to total FY2016 revenue in A$ millions per management accounts including intercompany

allocations. 3. EBITDA contribution based on unaudited contribution to total FY2016 Underlying EBITDA in A$ millions inclusive of corporate allocations per management

accounts. Underlying EBITDA is a non-IFRS measure that, in the opinion of SAI, is useful in understanding and appraising SAI’s underlying performance.4. Numbers are subject to rounding.

The Risk Management Solutions business is managed on a regional basis; Asia Pacific (APAC), the Americas and Europe, Middle East and Africa (EMEA). Its products are grouped into four portfolios being:(i) Risk Software; (ii) Learning;(iii) Assurance; and(iv) Knowledge.

SAI’s Property Services is a stand-alone division given its Australia-only service proposition. Property Services provides two main services:

(i) Business Process Outsourcing (BPO) Services; and(ii) Information broking and data services.

For internal reporting purposes, the costs of running SAI’s headquarters in Sydney, Australia, are recorded as Corporate Services. These include the costs associated with running an ASX-listed company with a portfolio of international businesses.

(b) Risk Management Solutions (RMS)(i) Risk SoftwareSAI’s risk products provide organisations with the ability to identify, assess, prioritise and mitigate risks and obligations which can have a positive or negative impact on their business. SAI’s Governance, Risk and Compliance (GRC) software solutions enables legal, risk, compliance, ethics and internal audit professionals to focus on contributing to business results and enhancing the effectiveness of their compliance activities.

SAI also helps organisations to manage an extensive range of business processes required to support Environmental, Health and Safety (EHS) compliance and risk-related functions through a technology platform that improves transparency and assists in the proactive measurement, management and improvement of overall business performance.

(ii) LearningSAI’s learning products provide a range of integrated on-line and face-to-face learning solutions to improve individual or organisational capabilities by increasing technical skills, knowledge and competencies.

SAI also helps businesses to create and implement effective, measurable compliance and ethics training programmes, which communicate and embed company values as well as helping employees to make ethical decisions aligned with internal policies and external regulations and legislation.

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(iii) AssuranceSAI’s assurance products provide solutions which confirm that its clients’ products, systems, supply chains and distribution channels meet a required standard. This solution set offers an independent third party view of how our customers are managing their risks.

Examples of the characteristics of the main solutions that SAI offers include:(A) Management Systems Certification: accredited certification of management systems to ISO and other industry recognised

standards;(B) Food Safety Certification: audit programmes which ensure that companies are following industry best practice with respect to

healthy and safe food;(C) Audit & Inspection Programmes (2nd party audits): client specified audit programmes, including retail store and other site inspections;(D) Supplier Compliance Management: managed services focused on the review and approval of suppliers to set standards through

desktop audits, attestation management and on-site verification;(E) Product Compliance Management: managed services focused on the review and assessment of products against set standards,

including claims verification, specifications review, microbial and chemical testing, menu approval, and food defence; and(F) Product Certification & Testing: provide 3rd party assurance that a particular product meets the specified requirements of a

nominated product standard.

(iv) KnowledgeSAI’s knowledge products provide a blend of content and technology solutions to ensure that our clients are provided with the knowledge and insight to make critical decisions, based on aggregated information and analysis.

SAI is a leading provider of aggregated Standards content, electronic engineering databases and legal reference services offering over 1.5 million Standards and directives from hundreds of organisations around the world.

SAI’s global footprint, extensive range of publisher permissions and focus on adding value to content for the end user sets it apart from its competitors, being National Standards Bodies, Standards Development Organisations, and content aggregators.

(c) Property Services(i) Business Process Outsourcing (BPO) ServicesSAI provides a range of BPO and mortgage services including:

(A) Property Settlement Services: Australia’s premier business process outsourcing services provider in the area of property settlement services. In FY2016 SAI was involved in over 614,000 advances and discharges relating to property settlements in Australia. This volume represented participation in close to 55% of the estimated number of all bank transactions nationally;

(B) Document Management Services: provision of a range of document management services which are complementary to settlement services;

(C) Professional Services: services include operational excellence consulting, business process engineering and project management services in relation to property settlement services;

(D) Settlement Manager: platform that offers and end-to-end mortgage settlement capability; and(E) Settlement Room: platform designed to further improve on the settlement failure rate and increase cooperation of settlement

parties. Over 8,000 solicitors and conveyancers currently use Settlement Room nationally.

(ii) Information broking and data servicesSAI provides information and data search services to the conveyancing/legal sector, banking and finance and commercial sectors. This includes property searches and conveyancing certificates as well as company and securities searches. SAI is one of the largest providers of such information in Australia, delivering more than 7 million individual searches to clients during FY2016.

As a registered broker to most available state and federal government registries, SAI provides direct web-based access to commercial information from the ASIC Companies and Business Names registries as well as the Australian Financial Security Authority, Bankruptcy and PPSR searches and registration.

4.3 Board and senior management

(a) SAI DirectorsThe SAI Board comprises the following directors:

Name Position

Andrew Dutton Non-Executive ChairmanPeter Mullins Managing Director and Chief Executive OfficerRobert Aitken Non-Executive DirectorAnna Buduls Non-Executive DirectorPeter Day Non-Executive DirectorSylvia Falzon Non-Executive DirectorDavid Spence Non-Executive Director

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(b) SAI senior managementMembers of SAI’s senior management team are:

Name Position

Peter Mullins Managing Director and Chief Executive OfficerPaul Butcher Chief Commercial OfficerGeoff Richardson Chief Financial OfficerAnn Wooton Executive General Manager PropertyChris Jouppi President AmericasAnne Scorey Regional Director EMEATim Jacob Regional Director APACHanna Myllyoja Group General Counsel and Company SecretaryMalcom Pascoe Group Chief Information OfficerCara Reil Group Director Human Resources

4.4 SAI Directors’ intentions

If the Scheme becomes Effective, the SAI Directors will resign and the SAI Board will be reconstituted in accordance with the instructions of BPEA BidCo after the Implementation Date (see Section 5.3). Accordingly, it is not possible for the SAI Directors to provide a statement of their intentions regarding:(a) the continuation of the business of SAI or how SAI’s existing business will be conducted;(b) any major changes to be made to the business of SAI, including any redeployment of the fixed assets of SAI; or(c) the future employment of the present employees of SAI,

in each case, after the Scheme is implemented.

If the Scheme is implemented, BPEA BidCo will own all of the SAI Shares will be the ultimate Controller of SAI. The SAI Directors have been advised that the intentions of Baring Private Equity Asia Group are as set out in Section 5.

4.5 SAI’s issued securities

(a) Capital structureThe capital structure of SAI as at the date of this Scheme Booklet is as follows:

Number of SAI Shares 213,432,054

Number of SAI Options 11,514,223

Number of SAI Performance Rights 2,116,464

SAI does not anticipate that it will be required to issue any SAI Shares before the Implementation Date.

See Section 3.4 for further information on the number of SAI Options and SAI Performance Rights on issue and the intended treatment of SAI Options and SAI Performance Rights.

4.6 SAI’s substantial shareholders

The substantial holders of SAI Shares as at the last practicable trading date before the date of this Scheme Booklet are as follows:

Name Number of SAI SharesPercentage of issued

SAI Shares

Vulcan Value Partners 22,129,645 10.4%Perpetual Limited 19,429,795 9.1%

As announced at the time of entering into the Scheme Implementation Deed on 26 September 2016, Baring Private Equity Asia Group has an economic exposure to 9.25 million shares representing approximately 4.3% of SAI Shares on issue. The shareholdings listed in this Section 4.6 are as disclosed to SAI by the shareholders in substantial holding notices or otherwise. Information in regard to substantial holdings arising, changing or ceasing after this time or in respect of which the relevant announcement is not available on the ASX website is not included above.

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4.7 Financial Information

This section sets out summary financial information in relation to SAI for the purpose of this Scheme Booklet. The financial information has been extracted from SAI’s audited financial statements for the financial years ended 30 June 2016 (FY2016), 30 June 2015 (FY2015) and 30 June 2014 (FY2014).

The financial information contained in this section has been presented in abbreviated form and does not contain all of the disclosures, statements or comparative information as required by Australian Accounting Standards applicable to annual financial reports in accordance with the Corporations Act.

SAI’s full financial accounts, including all notes to those accounts, can be found in:

• The SAI Appendix 4E and the 2016 Annual Financial Report (released to the ASX on 18 August 2016);

• The SAI Appendix 4E and the 2015 Annual Financial Report (released to the ASX on 18 August 2015); and

• The SAI Appendix 4E and the 2014 Annual Financial Report (released to the ASX on 21 August 2014).

These documents are available on ASX’s website at www.asx.com.au and SAI’s website at www.saiglobal.com.

(a) Consolidated statement of profit and lossThe audited historical consolidated statement of profit and loss for FY2014, FY2015 and FY2016 are summarised below:

Consolidated statement of profit and loss FY2014

$’000FY2015

$’000FY2016

$’000

Revenue 528,537 547,987 570,845 Other income (508) (205) 2,306

528,029 547,782 573,151Share of net profits of associates accounted for using the equity method 258 189 195ExpensesEmployee benefits expense (191,735) (191,973) (198,049)Cost of providing services (83,806) (84,315) (89,637)Property service disbursements (86,925) (85,715) (83,207)Depreciation and amortisation expense (34,565) (38,023) (40,113)Finance costs (12,141) (11,068) (10,700)Other expenses (71,427) (81,942) (77,715)

(480,599) (493,036) (499,421)Profit before income tax expense 47,688 54,935 73,925Income tax expense (12,226) (15,382) (20,750)Profit for the year 35,462 39,553 53,175

Profit is attributable to:Owners of SAI Global Limited 35,295 39,264 53,064Non-controlling interests 167 289 111

35,462 39,553 53,175

Earnings per share attributable to the shareholders of SAI Global LimitedBasic (cents per share) 16.8 18.6 24.9Diluted (cents per share) 16.7 18.5 24.9

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(b) Consolidated statement of financial positionThe audited historical consolidated statement of financial position for FY2014, FY2015 and FY2016 are presented below:

Consolidated statement of financial positionFY2014

$’000FY2015

$’000FY2016

$’000

ASSETSCurrent assetsCash assets and cash equivalents 67,730 83,939 85,388Trade and other receivables 127,523 149,196 139,804Current tax receivable 7,426 6,738 1,284Inventories 530 389 372Total current assets 203,209 240,262 226,848

Non-current assetsInvestments accounted for using the equity method 1,079 1,145 1,223Plant and equipment1 56,707 67,600 73,885Deferred tax assets 20,777 25,800 27,984Intangible assets 503,471 583,261 569,899Total non-current assets 582,034 677,806 672,991Total assets 785,243 918,068 899,839

LIABILITIESCurrent liabilitiesTrade and other payables 145,992 177,410 142,571Current tax liabilities 7,428 6,979 10,594Provisions 5,323 5,961 5,945Total current liabilities 158,743 190,350 159,110

Non-current liabilitiesBorrowings 247,367 283,040 285,348Deferred tax liabilities 25,540 37,037 30,468Provisions 3,865 7,224 6,574Derivative financial instruments 2,660 2,035 2,400Retirement benefit obligations 2,413 1,467 1,642Total non-current liabilities 281,845 330,803 326,432Total liabilities 440,588 521,153 485,542Net assets 344,655 396,915 414,297

EQUITYContributed equity 399,977 402,395 407,132Reserves (56,205) (12,822) (18,422)Retained earnings (376) 5,794 23,928Capital and reserves attributable to the shareholders of SAI Global Limited 343,396 395,367 412,638Non-controlling interest 1,259 1,548 1,659Total equity 344,655 396,915 414,297

8. Plant and equipment consists of internally generated intellectual property, IT equipment, software, leasehold improvements and furniture and fiings.

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(c) Consolidated statement of cash flowsThe audited historical consolidated statement of cash flows for FY2014, FY2015 and FY2016 are summarised below:

Consolidated statement of financial positionFY2014

$’000FY2015

$’000FY2016

$’000

Cash flows from operating activitiesReceipts from customers 592,226 615,402 644,949Payments to suppliers and employees (480,947) (493,439) (537,651)Interest received 788 326 688Interest paid (12,141) (11,068) (10,700)Income taxes paid (11,094) (16,924) (18,513) 88,832 94,297 78,773Cash outflow impact of significant charges (8,373) (14,283) (12,829)Net cash inflow from operating activities 80,459 80,014 65,944

Cash flows from investing activitiesPayments for purchase of controlled entities (net of cash acquired) (1,906) (2,905) –Payment for Encompass rights – (8,000) –Payments for product development (4,932) (4,672) (6,252)Payments for plant and equipment2 (6,683) (16,380) (8,331)Payments for capital work in progress (12,345) (6,747) (19,872)Net cash outflow from investing activities (25,866) (38,704) (34,455)

Cash flows from financing activitiesRepayment of borrowings (20,680) – –Dividends paid (25,502) (27,361) (25,207)Proceeds from issue of shares 676 163 –Payment for shares (1,584) (875) (1,500)Payment for shares bought on market for issue of shares under DRP (2,396) (3,563) (3,962)Net cash outflow from financing activities (49,486) (31,636) (30,669)

Net increase in cash and cash equivalents 5,107 9,674 820Cash and cash equivalents at the beginning of the financial year 64,048 67,730 83,939Effects of exchange rate changes on cash and cash equivalents (1,425) 6,535 628Cash and cash equivalents at the end of the year 67,730 83,939 85,387

4.8 Material changes to the financial position of SAI since 30 June 2016

Other than:

• payment of US$6.1 million on completion of the Modulo Security LLC acquisition on 31 August 2016;

• payment of a fully franked final dividend of $0.095 per SAI Share on 23 September 2016;

• the accumulation of earnings in the ordinary course of trading;

• as disclosed in the Scheme Booklet or otherwise disclosed to the ASX by SAI; and

• in accordance with generally known market conditions,

within the knowledge of the SAI Board, the financial position of SAI has not materially changed since 30 June 2016, being the date of the SAI 2016 Annual Financial Report for the year ended 30 June 2016 (released to the ASX on 18 August 2016).

9. Plant and equipment consists of internally generated intellectual property, IT equipment, software, leasehold improvements and furniture and fiings.

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4.9 Risks relating to SAI’s business

There are existing risks relating to SAI’s business and an investment in SAI which will continue to be relevant to SAI Shareholders if the Scheme does not become Effective. A summary of the key risks relating to SAI’s business and an investment in SAI is set out in Section 6.3.

4.10 Publicly available information

SAI is a listed disclosing entity for the purposes of the Corporations Act and as such is subject to regular reporting and disclosure obligations. Specifically, as a company listed on the ASX, SAI is subject to the ASX Listing Rules which require (subject to some exceptions) continuous disclosure of any information SAI has that a reasonable person would expect to have a material effect on the price or value of SAI Shares.

ASX maintains files containing publicly disclosed information about all companies listed on the ASX. Information disclosed to ASX by SAI is available on ASX’s website at www.asx.com.au.

In addition, SAI is required to lodge various documents with ASIC. Copies of documents lodged with ASIC by SAI may be obtained from an ASIC office.

SAI Shareholders may obtain a copy of:

• SAI’s 2016 Annual Report (being the typeset version of the last full financial statements given to ASX and therefore lodged with ASIC under Class Order 98/104 before the registration of this Scheme Booklet with ASIC); and

• any announcements given to ASX after the lodgement by SAI of the SAI 2016 Annual Report and before the date of this Scheme Booklet,

on ASX’s website at www.asx.com.au.

All announcements made by SAI to ASX from 23 September 2016 (being the date that SAI’s 2016 Annual Report was lodged with ASX) to 27 October 2016 (being the date prior to the provision of this Scheme Booklet to the Court) are listed below:10

Announcement Date

Results of AGM 2016 27 October 2016 AGM2016 Order of Proceedings 27 October 2016AGM2016 Presentation 27 October 2016Appendix 3Y D Spence VSPP 10 October 2016Appendix 3Y W P Day VSPP 10 October 2016Appendix 3Y A Dutton VSPP 10 October 2016App 3Y P Mullins DRP – correction to date of change 27 September 2016Appendix 3Y P MULLINS for DRP 27 September 2016Appendix 3Y S FALZON for DRP 27 September 2016Appendix 3Y A DUTTON for DRP 27 September 2016SAI Global and Baring Asia enter into Scheme Implement. Deed 26 September 2016

A substantial amount of information about SAI, including financial information and releases to ASX, is available in electronic form on SAI’s website at https://www.saiglobal.com/.

10. This excluded announcements relating to substantial holdings notices.

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5Information on

BPEA BidCo and Baring

Private Equity Asia Group

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5. INFORMATION ON BPEA BIDCO AND BARING PRIVATE EQUITY ASIA GROUP CONTINUED

5.1 Introduction

The information contained in this section 5 has been prepared by BPEA BidCo. The information concerning BPEA BidCo and the intentions, views and opinions contained in this section 5 are the responsibility of BPEA BidCo. SAI and its directors, officers and advisers do not assume any responsibility for the accuracy or completeness of this information.

The intentions of BPEA BidCo have been formed on the basis of facts and information concerning SAI which are known to them, the general business environment and the circumstances affecting the business of SAI as at the date of this Scheme Booklet.

5.2 BPEA BidCo

(a) Ownership structure Casmar Holdings Pte. Limited is a Singaporean proprietary company limited by shares incorporated on 12 November 2015. It wholly owns Casmar Pte. Limited which is a Singaporean proprietary company limited by shares incorporated on 12 November 2015. Casmar Holdings (Australia) Pty Limited (ACN 615 020 409) is a subsidiary of Casmar Pte. Limited and is an Australian proprietary company limited by shares incorporated on 26 September 2016. Casmar Holdings (Australia) Pty Limited wholly owns BPEA BidCo which is an Australian proprietary company limited by shares incorporated on 26 September 2016. Each entity was incorporated specifically for the purpose of the acquisition of the Scheme Shares pursuant to the Scheme.

Casmar Holdings Pte. Limited is ultimately owned by three limited partnerships which comprise Baring Asia Private Equity Fund VI (BAPE Fund VI). The investment funds comprising BAPE Fund VI are advised by Baring Private Equity Asia Group Limited (together with its related advisory entities, Baring Private Equity Asia). Baring Private Equity Asia is one of the largest and most established independent alternative asset management firms in Asia, advising funds with total committed capital of over US$10 billion.

(b) Overview of business and strategyBaring Private Equity Asia runs a pan-Asian investment program, sponsoring buyouts and providing growth capital to companies for expansion or acquisitions, as well as a private credit and a pan-Asian real estate private equity investment program. The firm has been investing in Asia since its formation in 1997 and has over 140 employees located across offices in Hong Kong, China, India, Japan and Singapore.

Baring Private Equity Asia advised funds currently have over 35 portfolio companies active across Asia with a total of 150,000 employees and sales of approximately US$31 billion in 2015.

(c) Directors of BPEA BidCoThe directors of BPEA BidCo are:(i) Noah J. Gellner (General Counsel – Compliance and Corporate); and(ii) Garry Nolan (Director).

Noah J. Gellner and Nicholas Macksey are also directors of Casmar Holdings Pte. Limited. It is proposed that Jack Hennessy will also become a director of either or both of BPEA BidCo and Casmar Holdings Pte. Limited in the future.

(d) Biographies of BPEA BidCo’s directors and Messrs Hennessy and Macksey are set out below.Noah J. GellnerMr. Gellner is General Counsel – Compliance & Corporate of Baring Private Equity Asia and joined the firm in 2014. Mr. Gellner has primary responsibility for the firm’s regulatory and compliance programs and legal matters relating to the firm’s advisory entities. Prior to joining the Firm, Mr. Gellner was a Vice President at BlackRock. Prior to BlackRock, he was a corporate associate at Kirkland & Ellis, LLP and at Clifford Chance US LLP, both in New York. Mr. Gellner received a B.A. from McGill University in Economics and a J.D. from the University of Toronto Faculty of Law.

Garry NolanMr Nolan is an independent lawyer with over 26 years experience in the private equity and finance sectors. He has worked with private equity firms based in Asia, Europe and the United States, and has been an adviser to Baring Private Equity Asia for 19 years. He was formerly General Counsel of Baring Private Equity Partners in London and prior to that worked with Cameron Markby Hewitt in London and Feez Ruthning in Brisbane. Mr Nolan received a Master of Laws Degree from University College London and Bachelor Degrees in Law and Commerce from the University of Queensland.

Nicholas MackseyMr. Macksey is a Managing Director with Baring Private Equity Asia. He brings over 11 years of experience in the private equity industry and is based in Baring Private Equity Asia’s Singapore office. Mr. Macksey has extensive experience in the healthcare, education, business services and retail sectors. He serves on the boards of Vistra Group and Clarivate Analytics, portfolio companies of funds affiliated with Baring Private Equity Asia. Prior to joining the Firm, Mr. Macksey worked at Westpac and Deloitte. He received Bachelor’s Degrees in Economics and Commerce from The University of Queensland and is a CFA Charterholder.

Jack HennessyMr. Hennessy is a Managing Director with Baring Private Equity Asia. He brings over 18 years of experience in the private equity industry and is based in Baring Private Equity Asia’s Singapore office. Mr. Hennessy has extensive experience in the healthcare, education, retail, consumer products and business services sectors. He serves on the boards of several portfolio companies of funds affiliated with Baring Private Equity Asia including Nord Anglia Education, Vistra Group, St Georges University, Hexaware Technologies,

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Clarivate Analytics and Courts Asia. Prior to joining Baring Private Equity Asia, Mr. Hennessy was a General Partner with Allen & Buckeridge, a leading Australian private equity firm. He began his career as a senior consultant with Accenture in Asia and the U.S. He received an MBA from INSEAD and Bachelor’s Degrees in both Engineering (with Honours) and Science from Monash University.

5.3 Post acquisition intentions of BPEA BidCo

This Section 5.3 sets out BPEA BidCo’s intentions in relation to:

• the continuation of the business of SAI;

• any major changes to the business of SAI including the redeployment of the fixed assets and property of SAI; and

• the future employment of the present employees of SAI,

in each case, if the Scheme is implemented.

BPEA BidCo believes that its access to Baring Private Equity Asia’s unique combination of capital and operational expertise positions it to support SAI’s management to grow and develop SAI’s business.

If the Scheme is implemented, BPEA BidCo will become the holder of all SAI Shares and, accordingly, SAI will become a wholly owned subsidiary of BPEA BidCo.

These statements of intention are based on the information concerning SAI and the circumstances affecting the business of SAI that are known to BPEA BidCo at the date of this Scheme Booklet. Final decisions on these matters will only be made in light of all material facts and circumstances at the relevant time if the Scheme is implemented. Accordingly, the statements set out in this Section 5.3 are statements of current intention only, which may change as new information becomes available or circumstances change.

BPEA BidCo’s intentions concerning the business, assets and employees of SAI are as follows.

(a) General review of businessIf the Scheme is implemented, BPEA BidCo intends to continue the business of SAI largely in its current form. BPEA BidCo intends to collaborate with SAI’s management team and its consultants to optimise the prospects and operating performance of the business.

In order to achieve these outcomes, BPEA BidCo intends to collaborate with Baring Private Equity Asia to undertake a detailed review of SAI’s business to verify (or to identify any deviation from) BPEA BidCo’s understanding of the information, facts and circumstances concerning the SAI’s assets, strategies and operations as at the date of this Scheme Booklet. Baring Private Equity Asia and BPEA BidCo will then work with SAI’s management team and its consultants to determine how to further develop SAI’s business in order to maximise its operating performance.

In the course of the review, BPEA BidCo and Baring Private Equity Asia intend to focus on a number of key specific areas, including (but not limited to):

(i) opportunities to improve underlying business performance and sustainability through initiatives including:(A) reviewing each centre for profitability improvement and assess opportunities related to those centres; and(B) reviewing the organisational structure, business processes and performance monitoring;

(ii) opportunities to enhance technology and systems; and(iii) opportunities for growth through acquisitions and consolidation opportunities, including with other operators and owners in the

risk management industry.

(b) SAI to be delistedIf the Scheme is implemented, BPEA BidCo will arrange for application to be made to ASX for SAI to be removed from ASX’s official list with effect from or shortly after the Implementation Date.

(c) Head officeIf the Scheme is implemented, it is the intention of BPEA BidCo that SAI Group’s head office will remain located in Sydney, New South Wales.

(d) SAI directorsIn accordance with the Scheme Implementation Deed, on the Implementation Date, SAI will appoint persons nominated by BPEA BidCo to the SAI Board and procure the resignation of each of the current SAI Directors. SAI will procure the resignation of the directors of its subsidiaries and appoint persons nominated by BPEA BidCo to those positions.

The identity of BPEA BidCo’s nominees has not yet been determined but BPEA BidCo expects that such nominees would at least include some of the directors of BPEA BidCo and related entities identified in Section 5.2(c) above and the CEO of SAI will be on the board.

(e) Employees and incentive plans BPEA BidCo expects there to be significant value and knowledge in the existing staff of SAI. Accordingly, BPEA BidCo intends to retain the services of SAI’s current centre level employees in the ordinary course. Subject to the operational and strategic review described above, BPEA BidCo will endeavour to minimise the disruption (if any) to SAI and its employees.

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BPEA BidCo along with Baring Private Equity Asia will evaluate the future management and administrative requirements of running the SAI business following completion of the operational and strategic review described above. BPEA BidCo plans to draw on the management expertise of SAI’s existing employees in partnership with Baring Private Equity Asia to ensure that the SAI business and its culture operates effectively following implementation of the Scheme.

Overall, the key operational responsibilities held by SAI’s management are expected to be largely unchanged, however final decisions regarding the structure of SAI’s business (including in respect of less relevant corporate and administrative functions applicable to a private company) will be made following implementation of the Scheme.

SAI Options and SAI Performance Rights are currently on issue to certain SAI employees. If the Scheme becomes Effective, those SAI Options and SAI Performance Rights will be dealt with in the manner set out in Section 3.4 of this Scheme Booklet.

5.4 Funding of the Aggregate Scheme Consideration

If the Scheme is implemented, BPEA BidCo will fund the payment of the Scheme Consideration to the Scheme Shareholders in accordance with the terms of the Scheme. See Section 3.2 of this Scheme Booklet for further details.

Based on SAI’s issued share capital as at the date of this Scheme Booklet (see Section 4.5 of this Scheme Booklet) and the Scheme Consideration of $4.75 cash for each Scheme Share, the maximum amount of cash required to be paid by BPEA BidCo to Scheme Shareholders under the Scheme is A$1,046,716,009 (Aggregate Scheme Consideration).

BPEA BidCo intends to fund the Aggregate Scheme Consideration from committed funding through a combination of external debt and equity from the BAPE Fund VI entities described in sections 5.4(a) and 5.4(b) below (Fund Entities). The total proceeds available to BPEA BidCo under these funding arrangements are in excess of the maximum amount that could be required to fund the Aggregate Scheme Consideration.

(a) Equity fundingBPEA BidCo has available to it at least A$429.2 million in committed equity funding (Total Equity Funding) by Fund Entities. The source of the Total Equity Funding is as follows:

(i) an irrevocable commitment from The Baring Asia Private Equity Fund VI Co-Investment L.P., a limited partnership organized and existing under the laws of the Cayman Islands, to make available funding of up to A$1,700,000 pursuant to an equity commitment letter dated 25 September 2016 addressed to Casmar Holdings Pte. Limited and SAI;

(ii) an irrevocable commitment from The Baring Asia Private Equity Fund VI, L.P.1, a limited partnership organized and existing under the laws of the Cayman Islands, to make available funding of up to A$252,300,000 pursuant to an equity commitment letter dated 25 September 2016 addressed to Casmar Holdings Pte. Limited and SAI; and

(iii) an irrevocable commitment from The Baring Asia Private Equity Fund VI, L.P.2, a limited partnership organized and existing under the laws of the Cayman Islands, to make available funding of up to A$175,200,000 pursuant to an equity commitment letter dated 25 September 2016 addressed to Casmar Holdings Pte. Limited and SAI.

As at the date of this Scheme Booklet, Casmar Holdings Pte. Limited has undrawn and committed funding in excess of the Total Equity Funding.

The Total Equity Funding will be made available to Casmar Holdings Pte. Limited pursuant to subscriptions by the Fund Entities for fully paid ordinary shares in the capital of Casmar Holdings Pte. Limited. Subscription monies will then be advanced indirectly by Casmar Holdings Pte. Limited to BPEA BidCo under the terms of shareholder loan agreements.

The subscriptions of the Fund Entities, and subsequent advances of the Total Equity Funding pursuant to the shareholder loan agreements, will occur in time to allow payment in full of the aggregate scheme consideration as and when due under the terms of the Scheme.

(b) Debt fundingBPEA BidCo will have two sources of debt – being the senior debt funding under the Revolving Facility and the First Lien Term Facility (First Lien Facilities) and the second lien debt funding under a second lien term facility (Second Lien Facility).

First Lien Facilities The First Lien Facilities are senior secured first lien facilities consisting of:(i) a first lien term facility (First Lien Term Facility), under which an aggregate amount of up to US$515,000,000 will be available to

BPEA BidCo in a single drawing from a syndicate of banks, financial institutions and other entities arranged by Goldman Sachs Mortgage Company and UBS Securities LLC; and

(ii) a revolving facility (Revolving Facility), under which an aggregate amount of up to US$75 million will be available to BPEA BidCo by way of a revolving credit facility from a syndicate of banks, financial institutions and other entities arranged by Goldman Sachs Mortgage Company and UBS Securities LLC. A proportion of the Revolving Facility will be available in the form of letters of credit issued by a financial institution chosen by BPEA BidCo and acceptable to the lenders.

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In addition to the First Lien Term Facility and Revolving Facility, in certain circumstances, BPEA BidCo may be able to access additional debt under the First Lien Facility by:(iii) adding one or more incremental term loan facilities and/or increasing the First Lien Term Facility; and (iv) adding one or more incremental revolving credit facilities and/or increasing the Revolving Facility,

(together, the First Lien Incremental Facilities), which in aggregate shall not exceed an agreed limit.

Second Lien Facilities Under the Second Lien Facility, an aggregate amount of AUD$160,000,000 will be made available to BPEA BidCo in a single drawing by a syndicate of lenders including Partners Group (Guernsey) Limited or its affiliates.

The Second Lien Facility will also include a Second Lien Incremental Facility available on substantially similar terms to the First Lien Incremental Facility.

PurposeThe proceeds under both the First Lien Facilities and Second Lien Facility are available to BPEA BidCo for the purpose of: (i) paying the consideration for the acquisition of SAI and any other payments required under the Scheme Implementation Deed;(ii) repaying in full all amounts outstanding under any existing credit facilities and other third party debt for borrowed money of the

SAI Group; (iii) paying any fees and expenses incurred in connection with the acquisition; and(iv) with respect to letters of credit and proceeds from the Revolving Facility only, working capital and general corporate purposes,

operational restructuring and reorganisation requirements and funding additional fee costs.

Conditions Initial borrowings from both the First Lien Facilities and Second Lien Facility are available subject to the certain conditions precedent being satisfied, including:(i) evidence that the equity funding has been received;(ii) court approval of the Scheme on the Second Court Date;(iii) costs, fees and expenses in connection with the Scheme having been paid;(iv) all loan documentation having been properly executed;(v) refinancing of certain existing debt having been completed; and(vi) satisfaction of such other conditions which are customary for facilities of this kind.

It is anticipated that the above conditions will be satisfied prior to the Second Court Hearing Date (other than subsection (i) and certain conditions that are intended to be satisfied concurrently with first drawdown). If all the conditions precedent are satisfied (including those described above), then the financiers must provide the funds for their portion of the commitment under the First Lien Facilities and Second Lien Facility.

The First Lien Facilities and Second Lien Facility are also provided on customary ‘certain funds’ terms, which means that from the period from and including the date of the commitment letter for the First Lien Facilities and Second Lien Facility until the last day of the Availability Period, the financiers must comply with any drawdown request by BPEA BidCo to pay the scheme consideration. This is subject only to any ‘Major Representation’ being untrue or misleading in any material respect with respect to a Loan Party; any ‘Major Default’ occurring with respect to a Loan Party (which shall not include the SAI Group); it being unlawful for the financiers to perform their obligations under the First Lien Facilities and Second Lien Facility and the satisfaction or waiver of all documentary and other conditions precedent under the First Lien Facilities and Second Lien Facility.

As at the date of the scheme booklet, BPEA BidCo is not aware of any reason why a condition precedent to the funding of the First Lien Facilities and Second Lien Facility will not be satisfied, and is confident they will be satisfied in time to allow payment in full of the scheme consideration when due under the terms of the Scheme.

The availability of the First Lien Facilities and Second Lien Facility are subject to the correctness of certain representations being true and events of default having not occurred (in each case as are customary for facilities of this kind). As of the date of the scheme booklet, BPEA BidCo is not aware of any misrepresentation or event of default or any circumstance that would lead to any misrepresentation or event of default or which would give rise to a right to the financiers to terminate the applicable facilities.

5.5 Conclusion

On the basis of the arrangements described above, BPEA BidCo believes that it has reasonable grounds for holding the view, and holds the view, that BPEA BidCo will be able to satisfy its obligation to pay the Aggregate Scheme Consideration as and when it is due under the terms of the Scheme.

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5.6 Other information

(a) Interests in SAI SharesAs at the date of this Scheme Booklet BPEA BidCo has zero relevant interest in SAI Shares. Casmar Pte. Limited is party to a cash settled equity derivative providing it with an economic exposure to 4.3% of SAI Shares.

(b) No dealings in SAI Shares in the previous four monthsDuring the period of four months ending on the date of this Scheme Booklet, neither BPEA BidCo nor any of its Associates, to the best of its knowledge, has agreed to provide consideration for any SAI Shares under any purchase or agreement.

(c) Benefits to holders of SAI SharesDuring the four months before the date of this Scheme Booklet, none of BPEA BidCo or, to the best of its knowledge, any of its Associates has given or offered to give or agreed to give a benefit to another person where the benefit was likely to induce the other person, or an Associate, to:(i) vote in favour of the Scheme; or(ii) dispose of their SAI Shares,

where the benefit was not offered to all SAI Shareholders.

(d) Benefits to current SAI DirewctorsBPEA BidCo will not make payment or give any benefit to any current member of the SAI Board as compensation for loss of office with, or as consideration for or in connection with his or her retirement from, the SAI Board (as the case may be) if the Scheme is implemented.

(e) Other material informationExcept as set out in this Scheme Booklet, there is no information material to the making of a decision by SAI Shareholders whether or not to vote in favour of the Scheme that is within the knowledge of the directors of BPEA BidCo at the date of this Scheme Booklet that has not previously been disclosed to SAI Shareholders.

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6What if the

Scheme is not implemented?

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6. WHAT IF THE SCHEME IS NOT IMPLEMENTED? CONTINUED

6.1 What if the Scheme is not implemented?

If the Scheme is not implemented, there will be no change to SAI and it will continue to operate on a stand-alone basis. As such, SAI will remain listed on the ASX and you will retain your SAI Shares and they will not be acquired by BPEA BidCo. While it is not possible to predict the future performance of SAI, in deciding whether or not to vote in favour of the Scheme you should have regard to the prospects of SAI on a stand-alone basis (i.e. if the Scheme is not approved and implemented).

The following are some possible implications of the Scheme not being implemented:

• SAI Shareholders will retain their SAI Shares and they will not be acquired by BPEA BidCo;

• SAI Shareholders will not receive the proposed $4.75 per share Scheme Consideration;

• SAI will, in the absence of another proposal, continue to operate as a stand-alone company listed on the ASX and, as such, SAI Shareholders will be exposed to the risks relating to SAI’s business – refer to Section 6.3 for more risk related commentary; and

• if no comparable proposal or Superior Proposal emerges, then the SAI share price may fall or trade at a price below the Scheme Consideration of $4.75 per SAI Share, at least in the immediate near-term. This view is also supported by the Independent Expert which states in its report:

“The current share price of SAI reflects the terms of the Scheme and therefore includes a control element. As such, in the absence of the Scheme, an alternative proposal or speculation concerning an alternative proposal, the SAI share price is likely to fall to levels consistent with trading prices prior to the announcement of the Scheme with allowance for any company specific initiatives or financial achievements in the subsequent period which the market may assess as value enhancing, and the impact of trends in broader equity markets.”

6.2 Strategy and intentions for SAI if the Scheme does not proceed

Should the Scheme not proceed or if a Superior Proposal does not emerge, SAI will continue to operate on a stand-alone basis in accordance with its publicly stated strategy. SAI will continue to work towards its vision of being a focussed risk management services business offering an integrated set of solutions to help clients address three key areas of enterprise risk:(a) Corporate Risk(i) provide corporate risk solutions that meet the needs of a wide cross-section of commercial enterprises;(ii) address the key risk areas of enterprise risk management, workplace health and safety, compliance and ethics and management

systems; and(iii) offer services that include: standards and regulatory content aggregation and distribution to help clients identify risks and develop

appropriate policies, training courses and software to support the implementation and operation of these policies and procedures, and audit services to provide independent verification or certification;

(b) Food Risk(i) target the food risk needs of large retail supermarket chains; their associated food processors and primary producers; and quick

service restaurants & casual dining chains;(ii) focus on food defence, food safety, food fraud and ethical sourcing; and(iii) offer services that include supplier compliance management, food safety certification, audit & inspection services, product

compliance management, horizon scanning and associated training and development; and

(c) Process Risk(i) focus on the needs of the Tier 1 and Tier 2 Banks in Australia, large Australian legal and conveyancing firms and non-banking

financial institutions in Australia; and(ii) providing specialist process outsourcing services and associated information services.

Should the Scheme not proceed, SAI intends to operate worldwide, building its capability to meet the needs of global customers in whichever country they do business, but its primary focus will be on those countries where the regulatory, legislative and operating standards’ burden on business is most onerous. SAI helps its clients create trust in the face of increasing complexity by:

• helping them identify and assess the key risks across their organisations;

• keeping them fully informed of their regulatory obligations and the external standards to which they and their suppliers need to operate;

• helping them create and maintain the policies they and their suppliers should follow;

• auditing and certifying their own and their suppliers’ operations to confirm compliance with regulatory obligations, standards and policies;

• providing training in the full range of topics and formats which enable them to meet their compliance obligations and equip their own and their suppliers’ staff with the knowledge and skills needed to follow their mandated standards and policies;

• providing them with access to software solutions which:

– hold and automatically update all their regulatory obligations, standards and policies;

– prompt the right people in their organisations to take the right actions at the right time to meet their regulatory obligations and follow their mandated standards and policies;

– record all actions taken to meet their regulatory obligations and follow their mandated standards and policies;

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– manage and maintain a record of training activities to meet their regulatory obligations and ensure that staff have the knowledge and skills to follow their mandated standards and policies; and

– help companies to better measure and manage their supply chain; and

• providing them with reports and analytical insights which they can use to monitor risks and improve performance in their business.

A key strategic imperative is to continue to organically grow the Property Services business. Industry focus on the digitisation of the property transaction, from listing to settlement, has provided SAI with a number of opportunities, which it intends to continue to develop if the Scheme does not proceed. As announced at SAI’s FY16 half year results, SAI is working with The Australian Registrars National Electronic Conveyancing Council (ARNECC) and key clients, on the potential for a ‘hybrid’ settlement model to provide the industry with a transition path to electronic settlements, however, there can be no assurance that a hybrid model will be implemented. The industry focus on digitisation has also given rise to several opportunities for the Information Broking and Data Services business which SAI intends to continue to develop if the Scheme does not proceed. SAI has a number of investments underway in new digital products and services which are aimed at supporting our commercial information and property information clients to work more efficiently.

The points above should be considered in conjunction with the comments on certain SAI risks outlined in Section 6.3 of this Scheme Booklet.

6.3 Risks associated with SAI if the Scheme is not implemented

If the Scheme is not implemented SAI will remain as a listed company and as such SAI will continue to be subject to various risk factors. Some notable risk factors that could have an impact on SAI and therefore a continued investment in SAI Shares are listed below.

The risks described below are not to be taken as exhaustive or listed in any order of importance. The risks described below as well as other risks not described below could, in the future, materially and adversely affect the financial performance of SAI and the value of SAI Shares.

(a) Maturity and life cycle of standardsThe market for some key standards, such as the ISO 9000 series, is becoming relatively mature. Growth of some businesses of SAI may be inhibited without development of, and access to, new standards with similar market appeal and earnings potential. SAI will have no control over the timing of release of new standards or revisions to existing standards. The inability to access appropriate publications material may have a material adverse effect on SAI’s financial position, financial performance, cash flows, ability to pay dividends and share price.

(b) Access to international standardsThrough the Publishing Licence Agreement, SAI relies on Standards Australia for both access to, and the Australian distribution rights for, ISO and IEC standards. The sale of ISO and IEC Standards, either as originals, or as adopted Australian Standards®, represents a significant proportion of the revenues of SAI. A change in Standards Australia’s relationship with ISO and the IEC may have a material adverse effect on SAI’s financial position, financial performance, cash flows, ability to pay dividends and share price.

(c) Access to Australian StandardsThe initial term of the Publishing Licence Agreement expires in December 2018. SAI has an option to extend the Publishing Licence Agreement in December 2018 for five years to December 2023 on “market terms”. “Market terms” are terms which are as favourable as those which are available from third party publishers during the year ending in December 2018. There is uncertainty about what these “market terms” (such as the applicable royalty rate) will be, and there is no guarantee that they will be as favourable to SAI as the current terms of the Publishing Licence Agreement.

(d) Reputation riskA key competitive advantage of SAI is its strong reliance on product branding. Damage to the reputation or branding of SAI or its products could have a material adverse effect on SAI’s financial position, financial performance, cash flows, ability to pay dividends and share price.

(e) CompetitionThere are a number of standards development bodies in Australia. Other standards developers may also enter the market and compete with SAI’s publishing activities. If Standards Australia’s position in ISO or the IEC changes, another organisation may gain access to the distribution rights for International Standards. This would inhibit SAI’s access to intellectual property and may have a material adverse effect on the financial position, financial performance, cash flows, ability to pay dividends and Share price of SAI.

The market for standards, organisational consulting and assurance services is competitive. There are a number of established global organisations involved in the sale of standards and provision of certification services, some of which have offices in Australia and the Asia Pacific region. The barriers to entry for the provision of certification and consulting services are low.

(f) Copyright liabilityGiven the many individuals who contribute to the creation of consensus based documents in Standards Australia processes, there is a risk of third parties making claims to Standards Australia’s copyright in Australian Standards®.

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6. WHAT IF THE SCHEME IS NOT IMPLEMENTED? CONTINUED

(g) Loss of value of intellectual propertyA large proportion of SAI’s property is in the form of intellectual property, namely copyright. Whilst such property is afforded protection under the law, infringements are not always easily identified, making protection and enforcement difficult. Unauthorised reproductions of SAI’s copyright may reduce the value of SAI’s intellectual property.

(h) Change in regulatory requirementsMany of the product standards which SAI certifies relate to the safety of a product or its use. In some cases, compliance or evidence of compliance with a safety requirement as set out in a standard (in part or whole) is required under state or federal laws or regulation. The use of one of SAI’s certified product marks on a product (such as seat belts, helmets, car baby seats and safety glass) is often recognised, accepted or required by a regulator as a demonstration of this compliance. If regulators cease to recognise the certified product mark, this could have an adverse impact on the operating results, financial performance and share price of SAI.

(i) Downturn in the property marketSAI is exposed to the Australian property market. Falls in transaction volumes in that market could have an impact on the financial performance of the business.

(j) Mandated digital conveyancing through PEXAPEXA Ltd (originally known as National e-Conveyancing Development Limited or NECDL) (PEXA) is currently the only body that is recognised in Australia as an official electronic lodgement network operator or property exchange for the purposes of electronic conveyancing. If use of PEXA is mandated by all state and territory governments, this could have a significant impact on SAI’s property business, that provides manual mortgage settlement services on behalf of banks and other parties to a conveyancing transaction.

(k) Validity challenge to Encompass patentSAI has exclusive distribution rights in Australia to the visualisation platform known as Encompass, that is protected by patent. Together with Encompass Corporation, the proprietor of the platform and patent, SAI initiated patent infringement proceedings against a competitor, who is offering the same or substantially similar product and, in response to SAI’s claims, is challenging the validity of the patent. If the competitor is successful and the Encompass patent is found to be invalid, this could inhibit SAI’s revenue growth for SAI’s Property business.

(l) Debtors riskThrough its Assurance and Publishing businesses, SAI is exposed to a large number of relatively small clients. Some of these clients could come under financial stress and delay or default on payments due.

(m) Impairment riskSAI has expanded through acquisition and consequently a significant proportion of its assets are intangible and subject to annual impairment testing. Should any intangible assets become impaired the associated write downs in carrying values could affect earnings and the ability to pay dividends.

(n) Foreign exchange riskSAI seeks to manage foreign exchange risk through the use of natural hedges to the maximum extent possible (by funding foreign acquisitions in the currency that best matches the currency of the underlying net assets acquired). SAI has not entered into any derivative instruments for the purposes of managing foreign exchange risk and does not currently hedge projected earnings streams in foreign currencies.

SAI’s functional currency is the Australian dollar and its earnings in foreign currencies are exposed to movements in foreign exchange rates.

In addition, movements in foreign exchange rates may adversely impact the value of balance sheet assets and liabilities denominated in foreign currencies, which are accounted for as movements in the foreign currency translation reserve. SAI’s total debt covenant is denominated in Australian dollars. Adverse movements in exchange rates could result in a breach of this covenant.

(o) LegislationSAI may be affected by changes in legislation, taxes, and governmental or regulatory policies.

Changes to or repeal of policy, legislation and regulations pertaining to information brokerage and standards publication may have a substantial impact on SAI’s outlook and may also create uncertainty concerning SAI, which in turn may adversely affect SAI’s share price in the event the Scheme is not implemented. A number of such policies currently exist in various jurisdictions in which SAI operates.

Further, transitional challenges may arise when SAI, and the markets in which it operates, need to transition from one existing legal framework to a new framework.

(p) Share market conditionsThe value of SAI Shares can be expected to fluctuate depending on various factors beyond the control of SAI and its directors, including, but not limited to, general worldwide economic conditions, changes in government policies, investor perceptions, movements in interest rates and the rate of inflation, general movements in worldwide stock markets, variations in the operating expenses, as well as in the cost of capital replacement which SAI may in the future require, the announcement of new technologies or geo-political instability.

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(q) Disputes and litigationSAI may be exposed to potential legal claims, disputes and litigation in the future, with respect to its operations, suppliers or customers in the ordinary course of business. Proceedings may result in high legal costs, adverse monetary judgments and/or damage to SAI’s reputation, which could have an adverse effect on SAI and its financial performance.

SAI is party to three arbitrations against Standards Australia in respect of the Publishing Licence Agreement.

The first arbitration, commenced by Standards Australia in June 2015, alleges that SAI has failed to pay royalties under the Publishing Licence Agreement on certain revenues received from membership fees in respect of an SAI customer loyalty program. SAI denies liability. On 1 June 2015, SAI estimated that its maximum potential exposure could approximate $1.5 million in respect of this claim.

The second arbitration, commenced by SAI in November 2015, alleges that Standards Australia has breached certain provisions of the Publishing Licence Agreement with respect to the currency of its catalogue and the production of new and updated standards and other material. Standards Australia denies liability.

The third arbitration, commenced by Standards Australia in June 2016, alleges that SAI has breached certain provisions of the Publishing Licence Agreement with respect to the conversion and publishing of certain materials in formats other than PDF. SAI Global denies liability.

The extent of liability that may arise from these claims cannot be reliably estimated. All arbitrations are expected to be heard in June and July 2017.

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7Taxation implications for Scheme Shareholders

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7.1 Introduction

This Part of the Scheme Booklet provides a general overview of the main Australian taxation implications that should arise for certain Scheme Shareholders on implementation of the Scheme. The taxation implications that may arise for Scheme Shareholders is dependent on the tax profile of each Scheme Shareholder, and their specific circumstances. Scheme Shareholders should seek independent taxation advice in respect of the taxation implications arising from the Scheme specific to their individual circumstances.

The information provided below is not applicable to all Scheme Shareholders. Specifically, the information does not apply to Scheme Shareholders who:(a) Hold their SAI Shares on revenue account (such as professional investors, or other entities who acquired their SAI Shares for the

purpose of resale) or as trading stock;(b) Hold their SAI Shares under an employee share scheme offered by SAI;(c) Are under a legal disability; or(d) Are subject to the Taxation of Financial Arrangements provisions in Division 230 of the Income Tax Assessment Act 1997 (Cth) in

relation to gains and losses arising on their SAI Shares.

The taxation comments set out in this Part take into account legislation enacted or proposed, interpretation of taxation law by the courts, and relevant Australian Taxation Office (‘ATO’) guidance as at the date of this Scheme Booklet. The statements in this Part are not binding on the ATO, and there can be no assurance the ATO will not take a position contrary to the statements expressed herein.

The statements in this Part do not constitute tax advice and should not be relied upon as such.

All Scheme Shareholders are advised to seek independent taxation advice in respect of the Scheme which takes into account their specific set of facts and circumstances.

A Scheme Shareholder that is a resident for tax purposes of a foreign jurisdiction (even if also an Australian resident or temporary resident) should consider the taxation consequences of the Scheme under the laws of both their home jurisdiction and under Australian law. Scheme Shareholders who are not Australian tax residents should seek separate advice in relation to the taxation implications on disposal of their shares in SAI.

7.2 Australian resident shareholders

(a) Capital Gains Tax (‘CGT’)A taxable CGT event should happen to Scheme Shareholders at the time their shares are transferred to Baring Asia BidCo under the Scheme.

The time of the CGT Event occurs when the contract is entered into, or if there is no contract, the time that a change in ownership occurs. Under the Scheme, the disposal of SAI Shares should not happen under a contract. Accordingly, the time of the CGT Event for Scheme Shareholders should be the time the transfer of ownership occurs, which should be the Implementation Date of the Scheme (being Friday, 23 December 2016).

(b) Calculation of capital gain or lossEligible Scheme Shareholders will be required to calculate the amount of any capital gain or loss arising on disposal of their SAI Shares.

Under Australian taxation law, eligible Scheme Shareholders should:(i) Derive a capital gain if the capital proceeds arising on disposal of their SAI Shares exceed the cost base of their SAI Shares; or(ii) Realise a capital loss if the capital proceeds are less than their reduced cost base of the SAI Shares.

On the basis consideration for the SAI Shares will be cash only, eligible Scheme Shareholders should not be eligible to choose CGT roll-over relief on disposal of their SAI Shares.

(c) Capital proceedsThe capital proceeds received by Scheme Shareholders in respect of their SAI Shares will be the amount of Scheme Consideration (being $4.75 cash per share).

(d) CGT cost baseThe cost base of SAI Shares held by Scheme Shareholders should include the Scheme Shareholder’s original or deemed cost of acquisition, plus any incidental costs incurred in relation to the acquisition or disposal of the SAI Shares.

Capital gains and losses derived and realised by Scheme Shareholders in a year of income should be aggregated to determine if there is a net capital gain or loss. A net capital gain should be included in the assessable income of Scheme Shareholders, and should be subject to income tax at the Scheme Shareholder’s marginal tax rate.

A taxpayer with a net capital loss should not be entitled to deduct this loss against other assessable income for income tax purposes. Such capital losses may instead be carried forward and offset against capital gains arising to the taxpayer in future income years (subject to the satisfaction of loss recoupment tests for Scheme Shareholders that are companies or trustees).

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7. TAXATION IMPLICATIONS FOR SCHEME SHAREHOLDERS CONTINUED

(e) CGT discountIf a Scheme Shareholder is an individual, a complying superannuation entity, or a trustee and held SAI Shares for CGT purposes for 12 months or more prior to the date of the CGT event, any assessable capital gain arising to Scheme Shareholders on disposal may be reduced by the relevant CGT discount percentage. When determining if SAI Shares have been held for 12 months or more, the day of acquisition and the day of the CGT event must be excluded.

Provided the SAI Shares have been held for greater than 12 months (excluding the day of acquisition of the SAI Shares and the day of the CGT event), a Scheme Shareholder who is an individual or a trustee should be entitled to apply a 50% CGT discount to their assessable capital gain (after offseing any current year capital losses or carry forward net capital losses from previous years, subject to satisfaction of loss recoupment rules, where relevant).

Similar to the above, provided the SAI Shares have been held for 12 months or more, a Scheme Shareholder who is a complying superannuation entity should be entitled to reduce their assessable capital gain (after offseing any current year capital losses or carry forward net capital losses from previous years) by 33⅓%.

For trustees, the ultimate availability of the discount for beneficiaries of the trusts will depend on the particular circumstances of the beneficiaries.

A Scheme Shareholder who is a company is not entitled to apply any CGT discount.

7.3 Non-resident shareholders

For Scheme Shareholders who:(a) Are not residents of Australia for Australian tax purposes; and(b) Do not hold their SAI Shares in carrying on a business through a permanent establishment in Australia,

the disposal of SAI Shares should generally only result in Australian CGT implications if:(c) That Scheme Shareholder together with its associates held 10% or more of the SAI Shares at the time of the CGT event, or for any

continuous 12 month period within 2 years preceding the CGT event (being a ‘non-portfolio interest’); and(d) More than 50% of SAI’s value is due to direct or indirect holdings in Australian real property (real property being a term defined in

Australian taxation legislation).

Non-residents should obtain independent taxation advice regarding the taxation implications of disposal of SAI Shares, and consideration of the availability of relief under a relevant tax treaty.

7.4 Stamp duty

Stamp duty should not be payable by Scheme Shareholders on transfer of shares in SAI to BPEA BidCo, pursuant to the Scheme.

7.5 Goods and Services Tax

No GST should be payable by Scheme Shareholders in relation to the disposal of SAI Shares under the Scheme.

GST may be imposed on taxable supplies (if any) obtained by Scheme Shareholders from third party suppliers (such as advisor costs) in connection with the Scheme. The entitlement of Scheme Shareholders to claim input tax credits on these acquisitions (if any) may be restricted. GST registered entities should seek their own professional tax advice in this regard.

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8Additional

information

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8. ADDITIONAL INFORMATION CONTINUED

8.1 Interests of SAI Directors in SAI securities

(a) Relevant interests of SAI Directors in SAI securitiesThe table below lists the Relevant Interests of SAI Directors in SAI Shares, SAI Options and SAI Performance Rights as at the date of this Scheme Booklet:

SAI Director Position

Relevant Interest in SAI Shares

Relevant Interest in

SAI Options

Relevant Interest in SAI

Performance Rights

Andrew Dutton Non-Executive Chairman 58,658 – –Peter Mullins Managing Director and Chief Executive Officer 205,620 2,890,799 123,500Robert Aitken Non-Executive Director 50,000 – –Anna Buduls Non-Executive Director 40,769 – –Peter Day Non-Executive Director 37,535 – –Sylvia Falzon Non-Executive Director 12,594 – –David Spence Non-Executive Director 55,120 – –

SAI Directors who hold SAI Shares will be entitled to vote at the Scheme Meeting and receive the Scheme Consideration as all other Scheme Shareholders.

Each SAI Director intends to vote any SAI Shares held or controlled by him or her in favour of the Scheme, in the absence of a Superior Proposal.

8.2 Interests in Baring Private Equity Asia Group held by SAI Directors

No SAI Director holds any interest in a Baring Private Equity Asia Group Member.

No SAI Director acquired or disposed of a Relevant Interest in any shares in a Baring Private Equity Asia Group Member in the four month period ending on the date immediately before the date of this Scheme Booklet.

8.3 Interests held by SAI Directors in contracts of a Baring Private Equity Asia Group Member

No SAI Director has an interest in any contract entered into by a Baring Private Equity Asia Group Member.

8.4 Other interests of SAI Directors

Save as noted above and as set out in Section 8.5 below, no SAI Director has any other interest, whether as a director, member or creditor of SAI or otherwise, which is material to the Scheme, other than in their capacity as a holder of SAI Shares, SAI Options or SAI Performance Rights.

8.5 Agreements or arrangements with SAI Directors

As noted in Section 8.1 above, Peter Mullins holds 123,500 SAI Performance Rights and 2,870,799 SAI Options (of which 1,636,364 SAI Options are Rollover Incentive Securities) that will be subject to the regime described in Section 3.4 above. Other than this, there is no agreement or arrangement made between any SAI Director and any other person, including a Baring Private Equity Asia Group Member, in connection with or conditional upon the outcome of the Scheme.

8.6 Payments and other benefits to directors, secretaries or executive officers of SAI

Save as noted above in Section 8.5, no payment or other benefit is proposed to be made or given to a director, secretary or executive officer of SAI or any member of SAI Group as compensation for loss of, or as consideration for or in connection with their retirement from, office in SAI or any member of SAI Group as a result of the Scheme.

8.7 Suspension of trading of SAI Shares

If the Court approves the Scheme, SAI will immediately notify the ASX. It is expected that suspension of trading on the ASX in SAI Shares will occur at the close of business on the Effective Date.

8.8 Warranty by Scheme Shareholders about their SAI Shares

The effect of clause 8.2 of the Scheme is that all Scheme Shareholders, including those who vote against the Scheme and those who do not vote, will be deemed to have warranted to BPEA BidCo and SAI that their SAI Shares are fully paid and not subject to any of the encumbrances specified in that clause, and that they have full power and capacity to transfer their SAI Shares to BPEA BidCo together with any rights attaching to those SAI Shares. Clause 8.2 of the Scheme is set out in Attachment C to this Scheme Booklet.

8.9 ASX waivers

SAI has applied to the ASX for, and received, a standard waiver of ASX Listing Rule 6.23.2 to permit SAI to vary the terms of the Rollover Incentive Securities in the manner described in Section 3.4 above.

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8.10 Consents(a) The following parties have given, and have not withdrawn before the date of this Scheme Booklet, their consent to be named in

this Scheme Booklet in the form and context in which they are named:(i) Credit Suisse as financial adviser to SAI;(ii) Link as the manager of the Registry;(iii) Ernst & Young as tax adviser in relation to the Scheme; and(iv) Gilbert + Tobin as legal adviser to SAI in relation to the Scheme.

(b) The Independent Expert has given and has not withdrawn its consent to be named in this Scheme Booklet and to the inclusion of the Independent Expert’s Report in Attachment E to this Scheme Booklet and to the references to the Independent Expert’s Report in this Scheme Booklet being made in the form and context in which each such reference is included.

(c) BPEA BidCo and BAPE Fund VI have given and have not withdrawn their consent to be named in this Scheme Booklet and in relation to the inclusion of the BPEA BidCo and Baring Private Equity Asia Group Information in this Scheme Booklet in the form and context in which that information is included.

(d) Each person named in this Section 8.10:(i) has not authorised or caused the issue of this Scheme Booklet;(ii) does not make, or purport to make, any statement in this Scheme Booklet or any statement on which a statement in this

Scheme Booklet is based, other than as specified in this Section 8.10; and(iii) to the maximum extent permitted by law, expressly disclaims all liability in respect of, makes no representation regarding,

and takes no responsibility for, any part of this Scheme Booklet, other than a reference to its name and the statement (if any) included in this Scheme Booklet with the consent of that party as specified in this Section 8.10.

8.11 Documents available

An electronic version of this Scheme Booklet including the Independent Expert’s Report and the Scheme Implementation Deed are available for viewing and downloading online at SAI’s website at https://www.saiglobal.com/.

8.12 Continuous disclosure

SAI is subject to regular reporting and disclosure obligations under the Corporations Act and ASX Listing Rules. SAI has an obligation (subject to limited exceptions) to notify ASX immediately upon becoming aware of any information which a reasonable person would expect to have a material effect on the price or value of SAI Shares. Copies of documents filed with ASX may be obtained from ASX’s website www.asx.com.au.

In addition, SAI is also required to lodge various documents with ASIC. Copies of documents lodged with ASIC in relation to SAI may be obtained from, or inspected at, an ASIC office.

SAI’s 2016 Annual Report (being SAI’s annual financial report for the year ended 30 June 2016) is available on SAI’s website at https://www.saiglobal.com/.

SAI will also make copies of the 2016 Annual Report available, free of charge, to SAI Shareholders. Requests can be made by contacting the Shareholder Information Line on 1300 654 848 (within Australia) or +61 1300 654 848 (outside Australia) between 7.00am and 7.30pm (Sydney time) Monday to Friday, prior to the Effective Date.

8.13 Supplementary information

If SAI becomes aware of any of the following between the date of lodgement of this Scheme Booklet for registration with ASIC and the Court Approval Date:

• a material statement in this Scheme Booklet is false or misleading or deceptive;

• a material omission from this Scheme Booklet;

• a significant change affecting a matter in this Scheme Booklet; or

• a significant new matter has arisen and it would have been required to be included in this Scheme Booklet if known about at the date of lodgement with ASIC,

depending on the nature and timing of the changed circumstances, and subject to obtaining any relevant approvals, SAI may circulate and publish any supplementary document by:

• making an announcement to the ASX;

• placing an advertisement in a prominently published newspaper which is circulated generally throughout Australia;

• posting the supplementary document to SAI Shareholders at their registered address as shown in the Register; or

• posting a statement on SAI’s website at https://www.saiglobal.com/,

as SAI in its absolute discretion considers appropriate.

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8. ADDITIONAL INFORMATION CONTINUED

8.14 Other

(a) Lodgement of Scheme Booklet with ASICThis Scheme Booklet was lodged with ASIC on 1 November 2016 in accordance with section 411(2)(b) of the Corporations Act.

(b) Other material informationOtherwise than as contained or referred to in this Scheme Booklet, including the Independent Expert’s Report and the information that is contained in the Attachments to this Scheme Booklet, there is no other information that is material to the making of a decision by an SAI Shareholder whether or not to vote in favour of the Scheme Resolution to approve the Scheme, being information that is known to any SAI Director and which has not previously been disclosed to SAI Shareholders.

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9Glossary

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9. GLOSSARY CONTINUED

In this Scheme Booklet unless the context otherwise requires:

Term Meaning

$ means Australian dollars unless otherwise stated.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691 or, as the context requires, the financial market operated by it.

ASX Listing Rules means the official listing rules, from time to time, of ASX.

BAPE Fund VI has the meaning given in Section 5.2(a).

Baring Private Equity Asia has the meaning given in Section 5.2(a).

Baring Private Equity Asia Group

Baring Private Equity Asia Group means collectively or individually (as the context requires) BAPE Fund VI and Baring Private Equity Asia Group Limited (together with its related advisory entities) and Baring Private Equity Asia Group Member means any of those entities.

Baring Private Equity Asia Information

means the information contained in Section 5, and under the headings “Who are BPEA BidCo and Baring Private Equity Asia Group” on page 18 and “How is Baring Private Equity Asia Group funding the Scheme Consideration?” on page 22 of this Scheme Booklet.

BPEA BidCo means Casmar (Australia) Pty Limited (ACN 615 021 479) (a body incorporated in Australia) of Foster Raffan, Level 6, 8 West Street, North Sydney NSW 2059.

BPO means SAI’s Business Process Outsourcing services.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a Business Day.

CHESS means the Clearing House Electronic Subregister System, which provides for electronic share transfers in Australia.

Competing Proposal means any inquiry, offer, proposal or expression of interest, transaction or arrangement (including by way of takeover bid or scheme of arrangement) under which, if ultimately completed substantially in accordance with its terms, a person or two or more persons who are associates would directly or indirectly:(a) acquire a relevant interest in or become the holder of more than 20% of the issued share capital of

SAI;(b) acquire, obtain a right to acquire, or otherwise obtain an economic interest in, 50% or more by value

of the business or property of the SAI Group; or(c) acquire control of SAI within the meaning of section 50AA of the Corporations Act, disregarding

section 50AA(4) of that Act or merge with SAI or any of its controlled entities, whether by takeover bid, scheme of arrangement, shareholder approved acquisition, capital reduction, share buy-back or repurchase or exchange, sale or purchase of assets or businesses, joint venture, reverse takeover, dual-listed company structure, recapitalisation, establishment of a new holding entity for SAI or other synthetic merger or any other transaction or arrangement.

Control has the meaning given in section 50AA of the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

Court means the Federal Court of Australia or such other court of competent jurisdiction under the Corporations Act agreed in writing by SAI and BPEA BidCo.

Court Approval Date means the date when the Court grants its approval to the Scheme under section 411(4) of the Corporations Act.

Credit Suisse means Credit Suisse (Australia) Limited.

Deed Poll means the deed poll in the form of Attachment D to this Scheme Booklet, executed by BPEA BidCo in favour of Scheme Shareholders.

Delivery Time means, in relation to the Second Court Date, 2 hours before the commencement of the hearing or if the commencement of the hearing is adjourned, the commencement of the adjourned hearing, of the court to approve the Scheme in accordance with section 411(4)(b) of the Corporations Act is due to commence.

EBITDA means earnings before interest, tax, depreciation and amortisation.

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Term Meaning

Effective means the coming into effect, pursuant to section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) of the Corporations Act in relation to this Scheme.

Effective Date means the date on which the Scheme becomes Effective.

EV means enterprise value.

Fiduciary Exception has the meaning given to that term in Section 3.7(b).

FY2014 means the financial year ended 30 June 2014.



Government Agency means any foreign or Australian government or governmental, semi-governmental, administrative, fiscal, statutory or judicial body, department, commission, authority, tribunal, agency or entity, or any minister of the Crown in right of the Commonwealth of Australia or any state, or any other federal, state, provincial, local or other government, whether foreign or Australian. It also includes any self-regulatory organisation established under statute or otherwise discharging substantially public or regulatory functions (including ASIC and the Takeovers Panel).

GST means a goods and services tax or similar value added tax levied or imposed under the GST Law.

GST Law has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Headcount Test has the meaning given to it in Section 3.1 of this Scheme Booklet.

Implementation Date means the fourth Business Day after the Record Date or such other date as SAI and BPEA BidCo may agree in writing.

Independent Expert means KPMG Corporate Finance.

Independent Expert’s Report means the report prepared by the Independent Expert, a copy of which is set out in Attachment E to this Scheme Booklet.

KPMG Corporate Finance means KPMG Financial Advisory Services (Australia) Pty Ltd (ABN 43 007 363 215) (of which KPMG Corporate Finance is a division).

Link means Link Market Services Limited (ACN 083 214 537).

Publishing Licence Agreement

means the Publishing Licence Agreement between SAI Global Limited and Standards Australia Limited (ACN 087 326 690) dated 11 November 2003.

Record Date means 7.00pm (Sydney time) on the fifth Business Day after the date on which the Scheme becomes Effective.

Register means the register of SAI Shareholders maintained in accordance with the Corporations Act and Registry means the manager from time to time of the Register.

Related Body Corporate has the meaning given in section 50 of the Corporations Act.

Relevant Interest has the meaning given in sections 608 and 609 of the Corporations Act.

Requisite Majorities means the threshold for approval of the Scheme Resolution set out in Section 3.1(b) of this Scheme Booklet, being votes in favour of the resolution received from:(a) a majority in number (more than 50%) of SAI Shareholders present and voting at the Scheme

Meeting (whether in person, by proxy, by attorney or, in the case of corporate SAI Shareholders, by a corporate representative); and

(b) at least 75% of the total number of votes cast on the Scheme Resolution at the Scheme Meeting.

RMS means Risk Management Solutions.

Rollover Incentive Securities has the meaning given to that term in Section 3.4(c)(ii).

SAI means SAI Global Limited (ACN 050 611 642).

SAI Board means the board of directors of SAI.

SAI Director or your director means a director of SAI as at the date of this Scheme Booklet.

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9. GLOSSARY CONTINUED

Term Meaning

SAI Group means, collectively, SAI and each of its Related Bodies Corporate.

SAI Material Adverse Change means a change, event, circumstance, occurrence or matter that occurs, is announced, is disclosed or otherwise becomes known to BPEA BidCo or the SAI Board (whether it becomes public or not) which (whether individually or when aggregated with all such changes, events, circumstances, occurrences or matters) has had or is reasonably likely to have: (a) the effect of a diminution in the value of the consolidated net assets (but not including any

diminution in intangible assets) of the SAI Group, taken as a whole, by at least 10% against what it would reasonably be expected to have been but for that change, event, circumstance, occurrence or matter; or

(b) the effect of a diminution in the consolidated earnings before interest, tax, depreciation and amortisation of the SAI Group, taken as a whole, by at least 10% in recurring financial years for the SAI Group against what it would reasonably be expected to have been but for that change, event, circumstance, occurrence or matter; or

(c) the result that the business of the SAI Group is unable to be carried on in substantially the same manner as carried on at the date of this deed,

provided that any events which have occurred after the date of this deed but prior to Delivery Time and which have a positive effect on the consolidated net assets or earnings before interest, tax, depreciation and amortisation of the SAI Group are taken into account in calculating whether a threshold in paragraph (a) or (b) above has been reached, and in each case other than changes, events, occurrences or matters:(d) expressly required or permitted by this deed or the Scheme;(e) fairly disclosed to SAI in SAI’s disclosure materials;(f) fairly disclosed by SAI in any announcement to or filing with ASX that is publicly available prior to

the date of this deed, or in a document lodged by SAI with ASIC that is publicly available prior to 26 September 2016;

(g) within the actual knowledge of any director, secretary or senior officer of the BPEA BidCo or a Baring Private Equity Asia Group company who have been involved in the assessment and/or negotiation of the Scheme before the date of this deed (which does not include knowledge of the risk of an event, occurrence or matter happening);

(h) consented to in writing by BPEA BidCo; or(i) which arise from:

(i) changes in exchange rates or interest rates;(ii) general economic, political or business conditions, including material adverse changes or

major disruptions to, or fluctuations in, domestic or international financial markets, and acts of terrorism, war (whether or not declared), natural disaster or the like; or

(iii) changes to accounting standards, laws or policies of a government agency in Australia,

but excluding any change, event, circumstance, occurrence or matter which has a disproportionate effect on the SAI Group, taken as a whole, as compared to other participants in the industries in which the SAI Group operates.

SAI Options has the meaning given to that term in Section 3.4.

SAI Performance Rights has the meaning given to that term in Section 3.4.

SAI Prescribed Occurrence means “Prescribed Occurrence”, as that term is defined in the Scheme Implementation Deed.

SAI Share means a fully paid ordinary share issued in the capital of SAI.

SAI Shareholders means each person who is registered in the Register of SAI as the holder of SAI Shares.

Scheme means a members’ scheme of arrangement pursuant to Part 5.1 of the Corporations Act between SAI and Scheme Shareholders, on the terms described in Attachment C to this Scheme Booklet, subject to any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act.

Scheme Booklet means this scheme booklet in relation to the Scheme.

Scheme Consideration means $4.75 cash for each SAI Share held by a Scheme Shareholder on the Record Date.

Scheme Implementation Deed

means the Scheme Implementation Deed dated 26 September 2016 between SAI and Casmar Holdings Pte. Limited, to which BPEA BidCo is also a party after executing a deed of accession, in the form set out in Attachment B of this Scheme Booklet.

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Term Meaning

Scheme Meeting means the meeting of SAI Shareholders ordered by the Court to be convened pursuant to section 411(1) of the Corporations Act in relation to the Scheme.

Scheme Resolution means a resolution of SAI Shareholders to approve the Scheme, the form of which is set out in the Notice of Scheme Meeting in Attachment A to this Scheme Booklet.

Scheme Shareholder means a holder of SAI Shares as at the Record Date.

Second Court Date means the first day on which an application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Scheme is heard (or, if the application is adjourned or subject to appeal for any reason, the day on which the adjourned application is heard), with such hearing being the Second Court Hearing.

Superior Proposal means a bona fide Competing Proposal which in the determination of the SAI Board acting in good faith in order to satisfy what the SAI Board considers to be its fiduciary or statutory duties (after having taken advice from their legal and financial advisers):(a) is capable of being completed in accordance with its terms, taking into account all financial,

regulatory and other aspects of the proposal, including the ability of the proposing party to consummate the transactions contemplated by the Competing Proposal; and

(b) would, if completed substantially in accordance with its terms, be reasonably likely to result in a transaction more favourable to SAI Shareholders as a whole than the Scheme, taking into account all of the terms and conditions of the Competing Proposal, including consideration, conditionality, funding, certainty and timing.

Takeovers Panel means the Takeovers Panel constituted under the Australian Securities and Investments Commission Act 2001 (Cth).

VWAP means the volume weighted average price.

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ANotice of Scheme Meeting

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SAI Global Limited (ACN 050 611 642)

Notice is hereby given that by an order of the Court made on 1 November 2016 pursuant to section 411(1) of the Corporations Act 2001 (Cth) (Corporations Act) a meeting of the holders of ordinary shares in SAI Global Limited (ACN 050 611 642) (SAI) will be held at 10.00am (Sydney time) on Monday 5 December 2016 at SMC Conference & Function Centre (Ionic Room), 66 Goulburn Street, Sydney.

The Federal Court of Australia (Court) has also directed that Andrew Dutton act as Chairperson of the meeting or failing him David Spence, and has directed the Chairperson to report the result of the meeting to the Court if the resolution is approved.

Business of the meeting – Scheme Resolution

To consider, and if thought fit, to pass the following resolution in accordance with section 411(4)(a)(ii) of the Corporations Act:

“That, pursuant to and in accordance with section 411 of the Corporations Act, the Scheme, the terms of which are contained in and more particularly described in the Scheme Booklet (of which this Notice of Scheme Meeting forms part) is approved (with or without modification as approved by the Court).”

By Order of the Court

Hanna MyllyojaCompany Secretary

1 November 2016

Explanatory notes

To enable you to make an informed decision on the Scheme Resolution, further information on the Scheme is set out in the Scheme Booklet, of which this Notice of Scheme Meeting forms part. Terms used in this Notice of Scheme Meeting have the same meaning as set out in the Glossary in Section 9 of the Scheme Booklet.

These notes should be read in conjunction with the Notice of Scheme Meeting.

Requisite Majorities

In accordance with section 411(4)(a)(ii) of the Corporations Act, the Scheme Resolution must be approved by:

• a majority in number of the holders of SAI Shares present and voting (either in person, by proxy or attorney or in the case of a corporate holder, by duly appointed corporate representative) at the Scheme Meeting; and

• at least 75% of the votes cast on the Scheme Resolution.

Entitlement to vote

The Court has ordered that, for the purposes of the Scheme Meeting, SAI Shares will be taken to be held by the persons who are registered as members of SAI as of 7.00pm (Sydney time) on Saturday 3 December 2016. Accordingly, transfers registered after this time will be disregarded in determining entitlements to vote at the Scheme Meeting.

Voting at the meeting

You may vote in person at the meeting or appoint a proxy or attorney to attend and vote for you.

1.2 Jointly held securitiesIf SAI Shares are jointly held, either one of the joint shareholders is entitled to vote. If more than one joint shareholder votes in respect of jointly held shares, only the vote of the shareholder whose name appears first in the register will be counted.

1.3 Corporate shareholdersTo vote at the Scheme Meeting (other than by proxy or attorney), a corporation that is an SAI Shareholder must appoint a person to act as its representative. The appointment must comply with section 250D of the Corporations Act. The representative must bring to the Scheme Meeting evidence of his or her appointment including any authority under which it is signed.

(a) Voting by proxyAn SAI Shareholder entitled to attend and vote at the Scheme Meeting is also entitled to vote by proxy. The proxy form is enclosed with the Scheme Booklet. You may appoint not more than two proxies to attend and act for you at the Scheme Meeting. A proxy need not be a holder of SAI Shares. If two proxies are appointed, each proxy may be appointed to represent a specified number or proportion of your votes. If no such number or proportion is specified, each proxy may exercise half your votes.

If you do not instruct your proxy on how to vote, your proxy may vote as he or she sees fit at the Scheme Meeting.

Please refer to the enclosed proxy form for instructions on completion and lodgement. Please note that proxy forms must be received at the registered office of SAI or the Registry whose details are listed below no less than 48 hours prior to the commencement of the Scheme Meeting.

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A. NOTICE OF SCHEME MEETING CONTINUED

(b) Voting by attorneyPowers of attorney must be received by the Registry, or at the registered office, by no later than 10.00am on Saturday 3 December 2016 (or if the Scheme Meeting is adjourned, at least 48 hours before the resumption of the Scheme Meeting in relation to the resumed part of the Scheme Meeting).

An attorney will be admitted to the Scheme Meeting and given a voting card upon providing at the point of entry to the Scheme Meeting written evidence of their appointment, of their name and address and the identity of their appointer.

The sending of a power of attorney will not preclude an SAI Shareholder from attending in person and voting at the Scheme Meeting if the SAI Shareholder is entitled to attend and vote.

Lodgement of proxies and queries Proxy forms, powers of attorney and authorities should be sent to SAI at the address specified on the enclosed reply paid envelope or to the address specified below:

Address: SAI Global Limited C/- Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235Facsimile: +61 2 9287 0309Online: www.linkmarketservices.com.au

Login to the www.linkmarketservices.com.au website using the details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online voting facility, SAI Shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

Holders of SAI Shares should contact the Registry on 1300 654 848 (within Australia) or +61 1300 654 848 (outside Australia) Monday to Friday between 7.00am and 7.30pm (Sydney time) with any queries regarding the number of SAI Shares held, how to vote and lodgement of proxy forms.

Court approvalIf the Scheme Resolution is approved at the Scheme Meeting by the Requisite Majorities, the implementation of the Scheme (with or without modification) will be subject, among other things, to the subsequent approval of the Court.

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BScheme

Implementation Deed

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B. SCHEME IMPLEMENTATION DEED CONTINUED

ME_132803112_4

Scheme implementation deed

Casmar Holdings Pte. Limited

SAI Global Limited

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Contents Page

1 Defined terms and interpretation 3

2 Agreement to proceed with Transaction 3

3 Conditions precedent 4

4 Scheme 8

5 Implementation 11

6 Public announcements 22

7 Board support of Transaction 22

8 Exclusivity 23

9 Target Break Fee 27

10 Representations and Warranties 29

11 Releases 35

12 Termination 37

13 Confidentiality 39

14 Duty, costs and expenses 39

15 GST 40

16 General 40

— Dictionary 44 Schedule 1

Target capital structure 55 Schedule 2

Execution page 56

Attachment A – Timetable

Attachment B – Scheme

Attachment C – Deed Poll

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Date:

Parties

1 Casmar Holdings Pte. Limited (a body incorporated in the Republic of Singapore) of 1 Raffles Place, #13-01 One Raffles Place, Singapore 048616 (Bidder)

2 SAI Global Limited ACN 050 611 642 of 680 George St, Sydney, New South Wales 2000, Australia (Target)

Background

A Target has agreed to propose a members’ scheme of arrangement pursuant to which Bidder will acquire all the Scheme Shares, and the Target and the Bidder have agreed to implement the Scheme on the terms and conditions of this deed.

B Bidder has agreed to assist Target in proposing the Scheme.

The parties agree

1 Defined terms and interpretation

1.1 Defined terms

A term or expression which is defined in the dictionary in Schedule 1 has the meaning given to it in the dictionary.

1.2 Interpretation

The interpretation clause in Schedule 1 sets out rules of interpretation for this deed.

2 Agreement to proceed with Transaction

(a) Target agrees to propose the Scheme on and subject to the terms of this deed.

(b) Bidder agrees to assist Target in proposing the Scheme on and subject to the terms of this deed.

(c) Bidder may nominate any wholly-owned Subsidiary of Bidder or any entity that is under common control (Bidder Nominee) to acquire the Scheme Shares under the Scheme by giving written notice to Target on before the date that is 5 Business Days before the First Court Date.

(d) If Bidder nominates the Bidder Nominee to acquire the Scheme Shares under the Scheme, then:

(i) references in this deed to Bidder are to be read as references to the Bidder Nominee;

(ii) Bidder must procure that:

(A) Bidder Nominee complies with the obligations of Bidder under this deed and under the Scheme and enter into a deed of accession on terms acceptable to the Target (acting reasonably); and F

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(B) Bidder Nominee enters into the Deed Poll; and

(iii) any such nomination will not relieve Bidder of its obligations under this deed, including the obligation to pay (or procure the payment by Bidder Nominee of) the Consideration in accordance with the terms of the Scheme.

3 Conditions precedent

3.1Conditions precedent

Subject to this clause 3, the Scheme will not become Effective, and the respective obligations of the parties in relation to the implementation of the Scheme will not be binding, until and unless the following Conditions Precedent are satisfied or waived in accordance with clause 3.3.

(a) (FIRB) Before Delivery Time, either:

(i) the Bidder has received a written notice under FATA from the Treasurer (or his delegate) stating that, or to the effect that, the Commonwealth Government does not object to the acquisition of all the Scheme Shares by Bidder under the Transaction, either without condition or on terms that are acceptable to Bidder acting reasonably; or

(ii) following notice of the proposed acquisition of all the Scheme Shares by Bidder under the Transaction having been given by the Bidder to the Treasurer under FATA, the Treasurer ceases to be empowered to make any order under Part 3 of FATA.

(b) (Court approval) The Court approves the Scheme in accordance with section 411(4)(b) of the Corporations Act either unconditionally or on conditions that do not impose unduly onerous obligations on either party (acting reasonably).

(c) (Target Shareholder approval) Target Shareholders approve the Scheme at the Scheme Meeting by the requisite majorities under section 411(4)(a) of the Corporations Act except to the extent the Court orders otherwise under section 411(4)(a)(ii)(A) of the Corporations Act as contemplated by clause 3.6.

(d) (Restraints) Before and as at Delivery Time:

(i) there is not in effect any temporary restraining order, preliminary or permanent injunction or other preliminary or final decision, order or decree issued by any court of competent jurisdiction or by any Government Agency, nor is there in effect any other legal restraint or prohibition; and

(ii) no action or investigation is announced or commenced by any Government Agency,

which restrains, prohibits, impedes or otherwise materially adversely impacts upon (or could reasonably be expected to restrain, prohibit or otherwise materially adversely impede or impact upon) the completion of the Transaction.

(e) (Prescribed Occurrence) No Prescribed Occurrence occurs between the date of this deed and Delivery Time.

(f) (no Material Adverse Change) no Material Adverse Change occurs between the date of this deed and Delivery Time.

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(g) (Target Representations and Warranties) the Target Representations and Warranties being true and correct in all material respects at the relevant times set out in clause 10.8.

(h) (Independent Expert) the Independent Expert concluding in the Independent Expert's Report that in its opinion the Scheme is in the best interests of Target Shareholders and the Independent Expert not publicly withdrawing, qualifying orchanging that opinion at any time up to Delivery Time.

(i) (No change of Target Board recommendation) between and including the date of this deed and the date of the Scheme Meeting, none of the Target Directors change, qualify or withdraw their Voting Intention or their Recommendations as provided by clause 7.

3.2Reasonable endeavours

(a) Target must use its reasonable endeavours to procure that the ConditionsPrecedent in clauses 3.1(e), 3.1(g), 3.1(h) and 3.1(i) are satisfied as soon as possible after the date of this deed.

(b) Bidder must use its reasonable endeavours to procure that the Condition Precedent in clause 3.1(a) is satisfied as soon as possible after the date of this deed.

(c) The parties must each use reasonable endeavours to procure that:

(i) the Conditions Precedent in clauses 3.1(b), 3.1(c) and 3.1(d) are satisfied; and

(ii) there is no occurrence or non-occurrence within their control or the control of any of their related bodies corporate that prevents, or would be reasonably likely to prevent, the satisfaction of any Condition Precedent.

(d) Without limiting clause 3.2(c) but subject to clause 3.2(e), each party must:

(i) keep the other party informed of the progress towards satisfaction of the Conditions Precedent; and

(ii) except to the extent prohibited by a Government Agency:

(A) promptly notify the other party of all communications between it and a Government Agency in connection with any approval or consent required pursuant to a Condition Precedent in clause 3.1 or any action taken or proposed by, or any enquiries made by, a Government Agency in relation to the Transaction (Regulatory Matter);

(B) promptly provide the other party with copies of all communications referred to in clause 3.2(d)(ii)(A) (where written);

(C) before sending any submission or correspondence to a Government Agency relating to any Regulatory Matter, consult with the other party in relation to, and provide the other party with a draft copy of, such submission or correspondence; and

(D) respond to reasonable requests for information that relate to any Regulatory Matter, whether made by the other party, a Government Agency or any other person, at the earliest practicable time.

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(e) Before providing any document or other information to the other party (in this clause 3.2(e), the Recipient) pursuant to clause 3.2(d), a party (in this clause 3.2(e), the Discloser) may redact any part of that document, or not disclose any part of that information, which contains or is confidential, non-public information (Sensitive Confidential Information) if the Discloser reasonably believes that:

(i) the Sensitive Confidential Information is of a commercially sensitive nature; or

(ii) the disclosure of the Sensitive Confidential Information to the Recipient would be damaging to the commercial or legal interests of the Discloser or any of its related bodies corporate,

and may provide the document or disclose the information to the Recipient with any Sensitive Confidential Information redacted or excluded, provided that, where Sensitive Confidential Information is so redacted or excluded, the Discloser must provide the Recipient with as much detail about the relevant communication, submission or correspondence (and any other relevant circumstances) as is reasonably possible without disclosing Sensitive Confidential Information.

3.3Waiver of Conditions Precedent

(a) The Conditions Precedent in clauses 3.1(a), 3.1(b) and 3.1(c) cannot be waived.

(b) The Condition Precedent in clause 3.1(d) and 3.1(h) is for the benefit of Bidder and Target and any breach or non-fulfilment of that Condition Precedent may only be waived with the written consent of both Bidder and Target (in each party’s absolute discretion).

(c) The Conditions Precedent in clauses 3.1(e), 3.1(f), 3.1(g), and 3.1(i) are for the sole benefit of Bidder and any breach or non-fulfilment of that Condition Precedent may only be waived with the written consent of Bidder.

(d) If a party waives the breach or non-fulfilment of a Condition Precedent, such waiver will not prevent that party from suing the other party for any breach of this deed that resulted in the breach or non-fulfilment of the Condition Precedent.

(e) Waiver of breach or non-fulfilment of a Condition Precedent does not constitute:

(i) a waiver of breach or non-fulfilment of any other Condition Precedent resulting from the same event; or

(ii) a waiver of breach or non-fulfilment of that Condition Precedent resulting from any other event.

(f) A party entitled to waive a Condition Precedent under this clause may do so in its absolute discretion. Any waiver of a Condition Precedent by a party for whose benefit the Condition Precedent applies must take place on or prior to Delivery Time.

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3.4Termination on failure of Condition Precedent

(a) If:

(i) there is a breach or non-fulfilment of a Condition Precedent before the End Date and:

(A) the breach or non-fulfilment is not waived in accordance with clause 3.3 or cannot be waived because of clause 3.3(a); or

(B) each party having the benefit of that Condition Precedent confirms in writing to the other party that it will not waive the breach or non-fulfilment in accordance with clause 3.3; or

(ii) a Condition Precedent becomes incapable of satisfaction before the End Date and:

(A) the breach or non-fulfilment of that Condition Precedent that has occurred or would otherwise occur is not waived in accordance with clause 3.3; or

(B) each party having the benefit of that Condition Precedent confirms in writing to the other party that it will not waive the breach or non-fulfilment of that Condition Precedent that has occurred or would otherwise occur in accordance with clause 3.3; or

(iii) the Scheme has not become Effective by the End Date,

then either party may give the other party written notice (Consultation Notice)within 10 Business Days after the relevant event (Termination Event). The parties must then consult in good faith with a view to determining whether they can reach agreement with respect to:

(iv) an extension of the time for satisfaction of the relevant Condition Precedent or an extension of the End Date (as the case may be); or

(v) the Transaction proceeding by way of alternative means or methods.

If the parties are unable to reach such agreement within 10 Business Days after a Consultation Notice is given, or if a Consultation Notice is not given within 10 Business Days after a Termination Event, either party (in this clause 3.4, the Terminating Party) may terminate this deed by giving written notice (Termination Notice) to the other party, provided that:

(vi) if the basis upon which the Terminating Party is seeking to terminate this deed is the occurrence of an event described in clause 3.4(a)(i) or 3.4(a)(ii),the Terminating Party has the benefit of the relevant Condition Precedent or the Condition Precedent is one referred to in clause 3.3(a); and

(vii) there has been no failure by the Terminating Party to comply with its obligations under this deed, where that failure directly and materially contributed to the circumstances forming the basis upon which the Consultation Notice was given.

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(b) For the purposes of this clause 3, a Condition Precedent will be incapable of satisfaction or incapable of being fulfilled if there is an act, failure to act or occurrence that will prevent the Condition Precedent being satisfied by the End Date (and the breach or non-fulfilment that would otherwise have occurred has not already been waived in accordance with this deed).

3.5Certain notices

Each party must promptly notify the other party in writing if:

(a) a Condition Precedent has been satisfied, in which case that party must comply with any reasonable request for evidence of such satisfaction made by the other party;

(b) there is a breach or non-fulfilment of a Condition Precedent;

(c) it becomes aware of any fact, matter or circumstance that has resulted, will result or is reasonably likely to result in:

(i) a Condition Precedent becoming incapable of satisfaction or otherwise not being satisfied in accordance with its terms; or

(ii) a material breach of this deed by that party.

3.6Scheme voted down

If the Scheme is not approved by Target Shareholders at the Scheme Meeting by reason only of the non-satisfaction of the Headcount Test and Bidder considers actingreasonably that Share Splitting or some abusive or improper conduct may have caused or contributed to the Headcount Test not having been satisfied, then Target must:

(a) apply for an order of the Court contemplated by section 411(4)(a)(ii)(A) of the Corporations Act to disregard the Headcount Test and seek Court approval of the Scheme under section 411(4)(b) of the Corporations Act, notwithstanding that the Headcount Test has not been satisfied; and

(b) make such submissions to the Court and file such evidence as Counsel engaged by Target to represent it in Court proceedings related to the Scheme, in consultation with Bidder, considers is reasonably required to seek to persuade the Court to exercise its discretion under section 411(4)(a)(ii)(A) of the Act by makingan order to disregard the Headcount Test.

4 Scheme

4.1Scheme

(a) Target agrees to propose the Scheme on and subject to the terms of this deed, and substantially in accordance with the Timetable.

(b) Target must not consent to any modification of, or amendment to, the Scheme, or to the making or imposition by a court of any condition in respect of the Scheme, without the prior written consent of Bidder (such consent not to be unreasonably withheld unless the effect of such modification, amendment or condition would be to impose obligations on Bidder that Bidder considers (acting reasonably) are unduly onerous).F

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4.2Consideration

(a) Under the Scheme and subject to the Scheme becoming Effective, each Scheme Shareholder will be entitled to receive the Consideration under the Scheme, in respect of each Scheme Share held by that Scheme Shareholder at the Record Date.

(b) Bidder covenants in favour of Target (in its own right and separately as trustee for each Scheme Shareholder) that, if the Scheme becomes Effective, in consideration of the transfer to Bidder of all the Scheme Shares held by a Scheme Shareholder under the Scheme, on the Implementation Date it will:

(i) accept that transfer; and

(ii) pay, or procure the payment, into a trust account operated by Target as trustee for the Scheme Shareholders of an amount in cleared funds equal to the aggregate amount of the Consideration for all Scheme Shares, by no later than the Business Day before the Implementation Date (provided that any interest on the amount so deposited (less bank fees and other charges) will accrue for the benefit of Bidder),

in each case in accordance with the terms of the Scheme.

(c) Subject to the Scheme becoming Effective and Bidder complying with its obligations under clause 4.2(b), at 10.00am on the Implementation Date, the transactions which form part of the Scheme will be implemented in the following sequence:

(i) all Scheme Shares will be transferred to Bidder; and

(ii) in exchange, each Scheme Shareholder will receive the Consideration, which Target will procure is paid to each Scheme Shareholder from the trust account referred to in clause 4.2(b)(ii).

(d) Where the calculation of the Consideration to be provided to a particular Scheme Shareholder would result in the Scheme Shareholder becoming entitled to a fraction of a cent, the fractional entitlement will be rounded up to the nearest whole cent.

4.3Target Performance Rights and Target Options

(a) Following receipt of Bidder's prior written consent, Target must:

(i) make all necessary waiver applications under the Listing Rules (if applicable);

(ii) procure that the Target Board exercises any discretion enjoyed by the Target Board, and makes any necessary determinations, under the Plan Rules; and

(iii) use its reasonable endeavours to procure all necessary consents, waivers and releases of Target from the respective holders,

to effect that the number of Target Performance Rights and Target Options (each as defined in the Plan Rules and together, Incentive Securities) set out in the tables below and in Schedule 2:For

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(iv) will vest and become exercisable in accordance with, and subject to the conditions in, clause 4.3(b) (Vesting Incentive Securities);

(v) will lapse in accordance with, and subject to the conditions in, clause 4.3(b);or

(vi) in respect of the Incentive Securities issued on 12 September 2016 (Rollover Incentive Securities), are varied so as to cease to confer any rights to receive Target Shares but instead confer rights to receive shares in Bidder of equivalent economic value subject to the same forfeiture, lapsing and vesting conditions, in each case in accordance with, and subject to the conditions in, clause 4.3(b).

Class of Vesting Incentive Securities

Number of Vesting Incentive Securities

Options 5,275,822

Performance Rights 1,653,389

Class of Rollover Incentive Securities

Number of Rollover Incentive Securities

Options 6,238,401

Performance Rights 463,075

(b) As soon as reasonably practicable after the date of this deed, Target must give effect to the Target Board’s determinations under clause 4.3(a) by giving a written notice (Conditional Vesting Notice) to each person who holds Incentive Securities as at the date of this deed (each, an Incentive Securityholder) which states:

(i) the number of Incentive Securities that, conditional on the Scheme becoming Effective, have vested (if any) prior to the Record Date;

(ii) the number of Incentive Securities that, conditional on the Scheme becoming Effective, have lapsed (if any) prior to the Record Date;

(iii) in respect of the Incentive Securityholder’s Target Performance Rights that are Vesting Incentive Securities (if any), those Target Performance Rights will, subject to the Scheme becoming Effective, automatically convert into Target Shares immediately before the Record Date;

(iv) in respect of the Incentive Securityholder’s Target Options that are Vesting Incentive Securities (if any), subject to the Scheme becoming Effective:

(A) such Target Options may be exercised by Incentive Securityholders in accordance with their terms and the Plan Rules by giving notice to

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Target at any time from the date of receipt of the Conditional Vesting Notice up to 5:00pm on the Business Day before the Record Date (Exercise Period);

(B) such Target Options will, if exercised during the Exercise Period, convert into Target Shares immediately before the Record Date; and

(C) any such Target Options that are not exercised during the Exercise Period will lapse prior to the Record Date;

(v) in respect of the Incentive Securityholder's Target Performance Rights that are Rollover Incentive Securities (if any), those Target Performance Rights will, subject to the Scheme becoming Effective and the Incentive Securityholder's consent, be varied so as to cease to confer any rights to receive Target Shares but will confer rights to receive shares in Bidder of equivalent value subject to no more onerous forfeiture, lapsing and vesting conditions as apply to those Target Performance Rights as at the date of this deed;

(vi) in respect of the Incentive Securityholder's Target Options that are Rollover Incentive Securities (if any), those Target Performance Options will, subject to the Scheme becoming Effective and the Incentive Securityholder's consent, be varied so as to cease to confer any rights to receive Target Shares but will confer rights to receive shares in Bidder of equivalent value subject to no more onerous exercise, vesting and forfeiture conditions and the same exercise price per Option as apply to those Target Options as at the date of this deed; and

(vii) in respect of any Rollover Incentive Securities whose holder does not provide the necessary consents, waivers and releases to give effect to whichever is applicable to those Rollover Incentive Securities of clause 4.3(b)(v) or 4.3(b)(vi), that those Rollover Incentive Securities remain on issue in the Target on their existing terms.

(c) In the case of any other performance rights, options, equity incentives or convertible securities not set out in Schedule 2, Target must take all reasonable steps permitted under the relevant terms of issue, exercise all available Board discretions of Target and act in good faith in accordance with the reasonable instructions of Bidder in order to effect that any such performance rights, options, equity incentives or convertible securities are cancelled or lapse prior to the Record Date at no cash cost to Target.

5 Implementation

5.1Target obligations

Target must, acting at all times in good faith, take all steps reasonably necessary to implement the Scheme in accordance with the Timetable and otherwise as soon as practicable and on and subject to the terms of this deed. Without limiting the foregoing, Target must:

(a) (Independent Expert) as soon as reasonably practicable after the date of this deed, appoint the Independent Expert and provide all assistance and information reasonably requested by the Independent Expert in connection with the preparation of the Independent Expert’s Report (and any update to any such report);

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(b) (preparation of Scheme Booklet)

(i) subject to clause 5.2(a), prepare the Scheme Booklet (other than the Bidder Information and the Independent Expert’s Report) in accordance with all applicable laws (including the Corporations Act and CorporationsRegulations), RG 60 and the Listing Rules; and

(ii) provide Bidder with drafts of the Scheme Booklet and the factual information sections relating to Bidder in the Independent Expert’s Report, in a timely manner and, acting reasonably and in good faith, consider (and, where applicable, promptly provide to the Independent Expert in writing) all reasonable comments from Bidder and its Representatives on those drafts, provided that such comments are provided to Target in a timely manner (however in relation to the Independent Expert’s Report Target makes no representation as to the extent to which the Independent Expert will receive or consider those comments);

(c) (approval of draft for ASIC) as soon as reasonably practicable after the preparation of an advanced draft of the Scheme Booklet suitable for review by ASIC, procure that a meeting of the Target Board, or of a committee of the Target Board appointed for the purpose, is held to consider approving that draft as being in a form appropriate for provision to ASIC for its review and approval for the purposes of section 411(2) of the Corporations Act;

(d) (lodgement of Regulator’s Draft)

(i) use reasonable endeavours to, no later than 21 days after the date of this deed or as soon as practicable thereafter, provide an advanced draft of the Scheme Booklet (Regulator’s Draft), in a form approved in accordance with clause 5.1(c), to ASIC for its review for the purposes of section 411(2) of the Corporations Act, and provide a copy of the Regulator’s Draft to Bidder immediately thereafter (for the avoidance of doubt, Target will not be deemed to have breached its obligation to use reasonable endeavours under this clause 5.1(d)(i) if it has used reasonable endeavours in respect of matters reasonably within the control of Target and will not be deemed to have breached this clause 5.1(d)(i) to the extent that Bidder, Bidder Group, a Representative of Bidder or the Independent Expert has caused or contributed to the failure of Target to lodge the Regulator’s Draft with ASIC by the required time); and

(ii) keep Bidder reasonably informed of any material issues raised by ASIC in relation to the Regulator’s Draft and, where practical to do so, consult with Bidder in good faith prior to taking any steps or actions to address any such material issues (provided that, where such issues relate to Bidder Information, Target must not take any steps to address them without Bidder’s prior written consent, not to be unreasonably withheld);

(e) (approval of Scheme Booklet) as soon as reasonably practicable after the conclusion of the review by ASIC of the Scheme Booklet, procure that a meeting of the Target Board, or of a committee of the Target Board appointed for the purpose, is held to consider approving the Scheme Booklet for despatch to the Target Shareholders, subject to orders of the Court under section 411(1) of the Corporations Act;

(f) (no objection statement) apply to ASIC for a statement under section 411(17)(b) of the Corporations Act stating that ASIC has no objection to the Scheme;F

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(g) (First Court Hearing) apply to the Court for orders under section 411(1) of the Corporations Act directing Target to convene the Scheme Meeting;

(h) (due diligence and verification) undertake appropriate due diligence and verification processes in relation to the Target Information;

(i) (approval and registration of Scheme Booklet) request that, in accordance with section 412(6) of the Corporations Act, ASIC register the Scheme Booklet;

(j) (Scheme Meeting) as soon as reasonably practicable following registration of the Scheme Booklet by ASIC, despatch the Scheme Booklet to Target Shareholders, and convene and hold the Scheme Meeting in accordance with the orders made by the Court at the First Court Hearing;

(k) (supplementary disclosure) if, after despatch of the Scheme Booklet, Target becomes aware:

(i) that information included in the Scheme Booklet is or has become misleading or deceptive in any material respect (whether by omission or otherwise); or

(ii) of information that is required to be disclosed to Target Shareholders under any applicable law or RG 60 but was not included in the Scheme Booklet,

promptly consult with Bidder in good faith as to the need for, and form of, any supplementary disclosure to Target Shareholders, and make any such disclosure that it considers reasonably necessary in the circumstances, having regard to applicable laws and RG 60;

(l) (Conditions Precedent certificate) at the Second Court Hearing, provide to the Court (through its counsel):

(i) a certificate confirming (in respect of matters within its knowledge) whether or not the Conditions Precedent (other than the Condition Precedent in clause 3.1(b)) have been satisfied or waived in accordance with clause 3, a draft of which certificate must be provided to Bidder by 5:00pm on the Business Day prior to the Second Court Date; and

(ii) any certificate provided to it by Bidder pursuant to clause 5.2(f);

(m) (Second Court Hearing) subject to the Conditions Precedent (other than the Condition Precedent in clause 3.1(b)) being satisfied or waived in accordance with clause 3, apply to the Court for orders under section 411(4)(b) of the Corporations Act approving the Scheme;

(n) (appeal process) if the Court refuses to make any orders directing Target to convene the Scheme Meeting or approving the Scheme, Target and Bidder must:

(i) consult with each other in good faith as to whether to appeal the Court's decision; and

(ii) appeal the court decision unless the parties agree otherwise or an independent senior counsel opines that, in his or her view, an appeal would have no reasonable prospect of success;

(o) (Court Documents) prepare the Court Documents, provide drafts of those documents to Bidder in a timely manner and, acting reasonably and in good faith,

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take into account all reasonable comments from Bidder and its Representatives on those drafts, provided that such comments are provided in a timely manner;

(p) (Bidder representation at Court Hearings) allow, and not oppose, any application by Bidder for leave of the Court to be represented by counsel at a Court Hearing;

(q) (lodgement of Court order) for the purposes of section 411(10) of the Corporations Act, lodge with ASIC an office copy of the orders made by the Court under section 411(4)(b) of the Corporations Act approving the Scheme before 4:00pm on the Business Day following the day on which it receives such office copy;

(r) (Bidder Information) without the prior written consent of Bidder, not use the Bidder Information for any purposes other than those expressly contemplated by this deed or the Scheme;

(s) (Shareholder support) participate in efforts reasonably requested by Bidder to promote to Target Shareholders the merits of the Scheme, including meeting with key Target Shareholders at the reasonable request of Bidder; and

(t) (quotation of Target Shares and ASX listing) apply to ASX to have:

(i) trading in Target Shares suspended from the close of trading on the Effective Date; and

(ii) Target removed from the official list of ASX, and quotation of Target Shares on the ASX terminated, with effect on and from the close of trading on the Trading Day immediately following, or shortly after, the Implementation Date,

and not do anything to cause any of these things to happen before the time specified in this clause 5.1(t);

(u) (information) provide Bidder with such information as Bidder reasonably requests and which is necessary for the purpose of soliciting votes in favour of the Scheme;

(v) (compliance with laws) do everything reasonably within its power to ensure that the Transaction is effected in accordance with all applicable laws, regulations and policy;

(w) (certificate) on the Second Court Date but before the Delivery Time, provide a certificate to Bidder confirming whether or not it is actually aware (after making reasonable enquiries) that it has breached any of its material obligations under this deed (including a breach of a Target Representation and Warranty), and if it has, giving details of such breach; and

(x) (implementation) if the Scheme becomes Effective, do all things contemplated of it under the Scheme and all other things (if any) necessary for the Target to do to lawfully give effect to the Scheme including:

(i) determining entitlements to the Consideration as at the Record Date; and

(ii) executing instruments of transfer of and giving effect to and registering the transfer of the Scheme Shares to Bidder on the Implementation Date.F

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5.2Bidder obligations

Bidder must, acting at all times in good faith, take all steps reasonably necessary to implement the Scheme in accordance with the Timetable and otherwise as soon as practicable and on and subject to the terms of this deed. Without limiting the foregoing, Bidder must (to the fullest extent applicable):

(a) (prepare Bidder Information)

(i) as soon as reasonably practicable after the date of this deed, prepare the Bidder Information for inclusion in the Scheme Booklet in accordance with all applicable laws (including the Corporations Act and Corporations Regulations), RG 60 and the Listing Rules; and

(ii) provide Target with drafts of the Bidder Information in a timely manner and, acting reasonably and in good faith, take into account all reasonable comments from Target and its Representatives on those drafts, provided that such comments are provided to Target in a timely manner;

(b) (assistance with Scheme Booklet and Court Documents) provide any assistance or information reasonably requested by Target or its Representatives in connection with the preparation of the Scheme Booklet (including any supplementary disclosure to Target Shareholders) or any Court Documents, including reviewing the drafts of the Scheme Booklet prepared by Target and provide comments in a timely manner on those drafts in good faith;

(c) (Independent Expert’s Report) subject to the Independent Expert agreeing to reasonable confidentiality restrictions, provide any assistance or information reasonably requested by Target or its Representatives, or by the Independent Expert, in connection with the preparation of the Independent Expert’s Report (and any update or variation to any such report);

(d) (confirmation of Bidder Information) promptly after Target requests that it does so, confirm in writing to Target that:

(i) it consents to the inclusion of the Bidder Information in the Scheme Booklet,in the form and context in which the Bidder Information appears, and Target must not lodge the Scheme Booklet with ASIC until such approval is obtained from Bidder, which Bidder must not unreasonably withhold or delay; and

(ii) the Bidder Information in the Scheme Booklet is not misleading or deceptive in any material respect (whether by omission or otherwise), and the inclusion of such Bidder Information, in that form and context, has been approved by the Bidder Board;

(e) (update Bidder Information) promptly advise Target in writing if it becomes aware:

(i) of information which should have been but was not included in the Bidder Information in the Scheme Booklet (including if known at the time), and promptly provide Target with the omitted information; or

(ii) that the Bidder Information in the Scheme Booklet is misleading or deceptive in any material respect (whether by omission or otherwise), and promptly provide Target with any information required to correct the misleading or deceptive statements;

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(f) (Conditions Precedent certificate) before Delivery Time, provide to Target for provision to the Court at the Second Court Hearing a certificate confirming (in respect of matters within its knowledge) whether or not the Conditions Precedent (other than the Condition Precedent in clause 3.1(b)) have been satisfied or waived in accordance with clause 3, a draft of which certificate must be provided to Target by 5:00pm on the Business Day prior to the Second Court Date;

(g) (representation at Court) ensure that it is represented by counsel at the First Court Hearing and the Second Court Hearing, at which, through its counsel, Bidder will undertake (if requested by the Court) to do all such things and take all such steps within its power as are reasonably necessary in order to ensure the fulfilment of its obligations under this deed, the Scheme and to, so far as reasonably practicable, ensure that the Court makes an order under section 411(4)(b) of the Corporations Act approving the Scheme;

(h) (share transfer) if the Scheme becomes Effective, accept a transfer of the Scheme Shares as contemplated by clause 4.2(b) and execute instruments of transfer in respect of the Scheme Shares;

(i) (Deed Poll) before 5:00pm on the Business Day prior to the First Court Date, enter into the Deed Poll and deliver it to Target, and, if the Scheme becomes Effective, fully comply with its obligations under the Deed Poll;

(j) (certificate) on the Second Court Date but before the Delivery Time, provide a certificate to Target confirming whether or not it is actually aware (after making reasonable enquiries) that it has breached any of its material obligations under this deed (including a breach of a Bidder Representation and Warranty), and if it has, giving details of such breach; and

(k) (compliance with laws) do everything reasonably within its power to ensure that the Transaction is effected in accordance with all applicable laws, regulations and policy.

5.3Scheme Booklet

(a) If the parties are unable to agree on the form or content of a particular part of the Scheme Booklet, then:

(i) if the relevant part of the Scheme Booklet is Bidder Information, Target will make such amendments to that part of the Scheme Booklet as required by Bidder (acting reasonably and in good faith); and

(ii) in any other case, Target (acting reasonably and in good faith) will decide the form and content of that part of the Scheme Booklet.

(b) The parties agree that the Scheme Booklet will contain a responsibility statement to the effect that:

(i) Target is responsible for the Target Information contained in the Scheme Booklet;

(ii) Bidder is responsible for the Bidder Information contained in the Scheme Booklet; and

(iii) the Independent Expert is responsible for the Independent Expert’s Report, and none of Target, Bidder or their respective directors or officers assumes F

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any responsibility for the accuracy or completeness of the Independent Expert’s Report.

(c) Each party must undertake appropriate due diligence verification processes for the information supplied by that party for the Scheme Booklet.

5.4Conduct of business

(a) Subject to clause 5.6(a), from the date of this deed up to and including the Implementation Date, Target must:

(i) ensure that the business of the Target Group is conducted:

(A) in the usual and ordinary course;

(B) in a manner generally consistent with the manner in which such business has been conducted in the 12 months prior to the date of this deed; and

(C) in accordance with all applicable laws in all material respects;

(ii) not, and must ensure that its Related Bodies Corporate do not, other than in the ordinary course of business:

(A) do or cause to be done, or fail to do or cause not to be done, anything that would or may result in the Scheme not being implemented or being implemented otherwise than in accordance with the Timetable and the terms of this deed, provided that this clause 5.4(a)(ii) does not require a standard of conduct higher than that set out in clause 3.2 in respect of the satisfaction of the Conditions Precedent; or

(B) authorise, commit or agree to do any of the matters set out above;

(iii) make reasonable endeavours to:

(A) retain the services of the Relevant Employees of the Target Group; and

(B) maintain and preserve the Target Group’s relationships with joint venturers, customers, suppliers, investors, Government Agencies, licensors, licensees, landlords and others with whom the Target Group has business dealings;

(iv) ensure that no Prescribed Occurrence occurs; and

(v) ensure that the Target Group does not enter into any lines of business which are different to the Existing Business Lines.

5.5Prohibited actions

Subject to clause 5.6, from the date of this deed up to and including the Implementation Date, Target must not, and must procure that the Target Group does not:

(a) declare, pay or distribute any dividend, bonus or other share of its profits or assets by way of dividend, capital reduction or otherwise;For

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(b) in respect of any single transaction or series of related or similar transactions, acquire or dispose of any interest in a business, real property, entity or undertaking, the value of which exceeds $2 million in aggregate;

(c) pay any adviser any fee, cost or other form of compensation or remuneration that is directly or indirectly as a result of, contingent on, or in connection with:

(i) Bidder or Target entering into this deed;

(ii) Bidder acquiring a Relevant Interest in the Scheme Shares;

(iii) the Scheme or a transaction contemplated by this deed;

(iv) the Assurance Sale; or

(v) any proposed sale process in relation to Target in the 18 months prior to the date of this deed,

unless such amount:

(vi) is a fee due to a “Category 1 Adviser” (as that term is defined in the Disclosure Letter) that is specifically identified in the mandate letters in the Disclosure Material; or

(vii) is a fee due to a “Category 2 Adviser” (as that term is defined in the Disclosure Letter) or any other service provider engaged in connection with the Scheme and the aggregate of all such amounts does not exceed $4.345 million;

(d) except as required by law or as provided in an existing contract in place at the date of this deed, make any material change to the terms of employment of (including increasing the remuneration or compensation of or accelerating the rights to benefits of any kind), or grant or pay any bonus, incentive, retention, severance or termination payment to, or modify the terms and conditions attaching to any such existing contractual arrangements with, any Relevant Employee;

(e) enter into a new employment contract with a potential employee of the Target Group under which contract the total remuneration payable to that potential employee would exceed $300,000 in any 12 month period, other than to replace a role that becomes vacant after the date of this deed or in respect of a new employee who is employed in order to fill a role that is vacant as at the date of this deed;

(f) enter into any enterprise bargaining agreement or any other form of collective agreement concerning the terms of employment of employees of the Target Group, other than in the ordinary course of business or pursuant to contractual arrangements in effect on the date of this deed, and in each case, as Fairly Disclosed in the Disclosure Materials;

(g) incur any additional financial indebtedness (except for draw-downs on existing banking facilities consistent with Target Group's current budget) for one or more related items or amounts of, in aggregate, more than $1 million, or guarantee or indemnify the obligations of any person other than a member of the Target Group, other than in the usual and ordinary course of business and consistent with past practice;F

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(h) enter into any new financing arrangement, agreement or otherwise provide financial accommodation for an amount, in aggregate, more than $1 million(irrespective of what form that accommodation takes), or amend the term of any existing financing arrangement, agreement or instrument for an amount more than $1 million;

(i) incur or enter into any new commitments involving the purchase of plant and equipment or other capex (as defined in Target's statement of cash flows) of more than $6 million in aggregate;

(j) give or agree to give a financial benefit to a related party (as that term is defined in the Corporations Act) of Target, other than under or in connection with an incentive plan or scheme in place as at the date of this deed;

(k) enter into a contract which involves aggregate expenditure greater than $1 million per annum, annual revenue greater than $2.5 million, or has a committed term which is greater than 3 years or involves a global standards publisher or joint venture (Material Contract), or terminate or amend the terms of a Material Contract (including the PLA);

(l) create any new share based incentive plan or scheme, modify the rules of any share based incentive plan or scheme, including the Plan Rules or issue any offers to participate in any existing share based incentive plan or scheme including the Plan Rules;

(m) amend its constitution;

(n) commence, settle or abandon any litigation (including arbitration) involving a claim, expenditure or forgoing a claim greater than $500,000, including, notwithstanding clause 5.6(a)(ii), litigation or arbitration in relation to the PLA;

(o) alter in any material respect any accounting policy of any member of the Target Group; or

(p) agree to do any of the matters set out above.

5.6Permitted activities

(a) Nothing in clause 5.4 or 5.5 restricts the ability of Target to take any action which:

(i) is required or permitted by this deed or the Scheme;

(ii) has been Fairly Disclosed to Bidder in the Disclosure Materials or in any announcement to or filing with ASX or ASIC before the date of this deed;

(iii) has been consented to in writing by Bidder (such consent not to be unreasonably withheld or delayed);

(iv) ensures that directors’ and officers’ run-off insurance cover for the directors and officers of Target and each member of the Target Group is maintained in accordance with clause 11.3(b); or

(v) is required by law or by any applicable governmental or other regulatory authority.

(b) In this deed, unless the context requires otherwise, references to the business or assets of the Target Group are to that business or those assets taken as a whole.

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(c) For the avoidance of doubt, nothing in clause 5.4 or clause 5.5 restricts the ability of Target to respond to a Competing Proposal in accordance with clause 8.

5.7Access

(a) From the date of this deed until the Implementation Date, Target must use reasonable endeavours to procure that Bidder is provided with reasonable, non-disruptive access during normal business hours and on reasonable notice to information, premises and senior executives of any member of the Target Group, where Bidder requests such access for the purposes of:

(i) implementation of the Transaction; or

(ii) obtaining an understanding, or furthering its understanding, of the Target Group or its business or assets in order to allow Bidder to develop, finalise and implement its plans for the Target Group following implementation of the Transaction,

provided that compliance with any such request would not, in the reasonable opinion of Target (acting in good faith), result in undue disruption to the Target Group’s business, and provided that nothing in this clause 5.7 shall require Target to provide Bidder with any information:

(iii) in breach of an obligation of confidentiality to any person; or

(iv) concerning the consideration of the Transaction or any actual or potential Competing Proposal by the Target Board (or a sub-committee of the Target Board) or Target management.

(b) Without limiting clause 5.7(a) but subject to clauses 5.7(c) and 5.7(d), Target must procure that, at Bidder’s sole cost (save that the remuneration of executives will continue to be paid by their employer in the Target Group), certain senior executives of Target provide assistance reasonably requested by Bidder in connection with the arrangement or syndication of any debt financing by Bidder in respect of the Transaction (Transaction Financing), including:

(i) participating in meetings with potential debt financiers and ratings agencies and due diligence meetings;

(ii) furnishing Bidder and the financing sources of Bidder within a reasonable timeframe with reasonable financial and other pertinent information regarding the Target Group or any entity in which any member of the Target Group has an investment as may be reasonably requested by Bidder;

(iii) providing reasonable assistance to Bidder and its financing sources with the preparation of any offering document or information memorandum to be used in obtaining or syndicating any debt financing, and any materials required in connection with ratings agency presentations;

(iv) providing reasonable co-operation with any marketing efforts undertaken by Bidder and its financing sources related to debt financings (including by making available such senior executives of Target as reasonably requested by Bidder);

(v) providing reasonable assistance to Bidder to satisfy any conditions and obligations of any financing to the extent same is within its reasonable control;

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(vi) providing reasonable information required to complete a reconciliation of financial statements to applicable accounting standards; and

(vii) providing reasonable assistance to Bidder in procuring a credit rating for the relevant borrower under the financing and/or the debt facilities which constitute all or part of the financing.

(c) Bidder must indemnify Target (in its own right and separately as trustee or nominee for each Target Indemnified Party) and each of the Target Indemnified Parties against any claim, action, damage, loss, liability, cost, expense or payment, of whatever nature and however arising, suffered or incurred by any of them in connection with any Transaction Financing and any information utilised in connection with any Transaction Financing, in each case other than to the extent any of the foregoing arises from the bad faith or wilful misconduct of, or breach of this deed by, Target or a Target Indemnified Party.

(d) No Target Group or Target Indemnified Party member will be required to execute,other than subject to the Scheme becoming Effective, any credit agreements, pledge or security documents or legal opinions in connection with Transaction Financing.

5.8Change of control

As soon as practicable after the date of this deed, the parties must:

(a) seek to identify any change of control or similar provisions in any Material Contract to which a member of the Target Group is party which may be triggered by the implementation of the Transaction (Change of Control Requirements); and

(b) use all reasonable endeavours to agree a proposed strategy to obtain any consents required in accordance with the terms of any identified Change of Control Requirements, and, if agreed between parties as part of the proposed strategy, to then use reasonable efforts to promptly seek those consents in accordance with the agreed strategy.

5.9Resignation of directors

Subject to provision of the Consideration in accordance with clause 4.2, Target must procure that, with effect on and from the Implementation Date:

(a) those persons nominated by Bidder are appointed to the Target Board and the boards of other members of the Target Group, provided that:

(i) such persons sign consents to act as a director of the relevant member(s) of the Target Group; and

(ii) such consents to act are provided to Target before the Implementation Date; and

(b) those Target Directors and directors of other members of the Target Group, as nominated by Bidder, resign as a director of the relevant member(s) of the Target Group by providing to the relevant board their resignation in writing (such resignation to include a statement to the effect that the outgoing director has no claim outstanding against any member of the Target Group, provided that nothing in this clause 5.9(b) requires any such director to forego any rights they may have under any deed of access and indemnity or policy of directors and officers insurance).

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6 Public announcements

(a) Immediately after execution of this deed, each of Target and Bidder must release the Agreed Public Announcement.

(b) Subject to clause 6(c), before making any public announcement in relation to the Transaction (whether through the ASX or otherwise), a party must provide the other party with a draft copy of the relevant portion of such public announcement as soon as reasonably practicable before it is proposed that such public announcement is made, and must give the other party a reasonable opportunity to comment on the form and content of the relevant portion of such draft announcement and must take into account all reasonable comments from that party and its Representatives on the draft.

(c) A party will only be required to comply with clause 6(b) if and to the extent that compliance would not, in the reasonable opinion of that party, be likely to result in that party breaching its continuous disclosure obligations.

7 Board support of Transaction

7.1Confirmation of Recommendations and Voting Intentions

Target represents and warrants to Bidder that each Target Director has confirmed (by way of a unanimous resolution of the Target Board) that:

(a) his or her recommendation in respect of the Scheme is that Target Shareholders vote in favour of the Scheme at the Scheme Meeting (Recommendation); and

(b) he or she intends to vote, or cause to be voted, all Target Shares in which he or she has a Relevant Interest in favour of the Scheme at the Scheme Meeting (Voting Intention),

in each case qualified only by words to the effect of:

(c) "in the absence of a Superior Proposal"; and

(d) "subject to the Independent Expert concluding in the Independent Expert’s Report (or any update or variation to that report) that the Transaction is in the best interests of Target Shareholders."

7.2Maintenance of Recommendations and Voting Intentions

(a) Target represents and warrants to Bidder that each Target Director has confirmed(by way of a unanimous resolution of the Target Board), and Target must use its reasonable endeavours to ensure, that no Target Director will withdraw, change or modify a Recommendation or Voting Intention unless:

(i) Target receives a Competing Proposal and the Target Board determines, after all of Bidder's rights under clause 8.7 have been exhausted, that the Competing Proposal constitutes a Superior Proposal; or

(ii) the Independent Expert concludes in the Independent Expert’s Report (or any update or variation to that report) that the Transaction is not in the best interests of Target Shareholders. F

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(b) Subject to a Target Director withdrawing or changing a Recommendation or Voting Intention following the occurrence of one of the events referred to in clause 7.2(a),Target must ensure that:

(i) the Scheme Booklet includes statements to the effect that that Target Director gives the Scheme Recommendation and has the Voting Intention; and

(ii) no public announcement is made by Target, and no public statement is made by that Target Director, which is inconsistent with that Target Director giving the Recommendations and having the Voting Intentions.

8 Exclusivity

8.1Existing discussions

(a) Target represents and warrants to Bidder that, as at the date of this deed, Target Group and any of its respective Representatives:

(i) is not a party to any agreement or arrangement with a Third Party entered into for the purpose of facilitating a Competing Proposal; and

(ii) is not, directly or indirectly, participating in any discussions or negotiations with a Third Party that concern, or that could reasonably be expected to lead to, a Competing Proposal.

(b) On the date of this deed, Target must, and must procure that Target Group and any of its respective Representatives:

(i) cease any discussions with any Third Party in relation to a potential Competing Proposal or an Assurance Sale;

(ii) cease the provision of any due diligence access, answering due diligence questions and the making available of any non-public information in relation to the Target Group (Non-Public Information) to any Third Party, where the due diligence access and provision of Non-public Information was for the purposes of, a potential Competing Proposal or an Assurance Sale; and

(c) Within 5 Business Days after the date of this deed, Target must request, or must procure that the relevant Target Group company requests, the return or destruction of Target's confidential information in accordance with, but only to the extent provided by, the terms of the relevant confidentiality agreement from each Third Party conducting due diligence investigations in connection with the Assurance Sale prior to the date of this deed.

8.2No-shop

During the Exclusivity Period, except with the prior written consent of Bidder, Target Group and any of its respective Representatives must not directly or indirectly:

(a) solicit, invite, encourage, respond to or initiate any Competing Proposal;

(b) respond to or facilitate any enquiries, negotiations or discussions with any Third Party in relation to, or that may reasonably be expected to lead to, a Competing Proposal;For

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(c) enter into any letter of intent, memorandum of understanding or other agreement regarding, any inquiries or proposals concerning, or participate in any discussions or negotiations with any person (other than the Bidder) concerning, or enter into or agree to, a Competing Proposal; or

(d) communicate any intention to do any of the things set out in paragraphs (a) to (c)above.

8.3No-talk

Subject to clause 8.6, during the Exclusivity Period, Target Group and any of its respective Representatives must not (whether directly or indirectly):

(a) negotiate or enter into or participate in negotiations or discussions with any person; or

(b) communicate any intention to do any of these things,

in relation to, or that may reasonably be expected to lead to, a Competing Proposal, even if:

(c) the Competing Proposal was not directly or indirectly solicited, invited, encouraged or initiated by Target; or

(d) that person has publicly announced the Competing Proposal.

8.4No due diligence

(a) During the Exclusivity Period, except with the prior written consent of Bidder, Target must not directly or indirectly:

(i) solicit, invite, initiate, or encourage, or (subject to clause 8.6) facilitate or permit, any person (other than Bidder or any of its affiliates) to undertake due diligence investigations in respect of Target, its Related Bodies Corporate, or any of their respective businesses and operations, in connection with such person formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a Competing Proposal; or

(ii) subject to clause 8.6, make available to any person (other than Bidder or any of its affiliates) or permit any such person to receive, other than in the ordinary course of business or as required by law or the rules of any prescribed financial market, any non-public information relating to Target's, its Related Bodies Corporate, or any of their respective businesses and operations with a view to obtaining or which may reasonably be expected to lead to a Competing Proposal.

(b) If Target proposes that any non-public information be provided to a Third Party (other than in the ordinary course of business or as required by law or the rules of any prescribed financial market), then:

(i) before Target provides such information, the Third Party must enter into a confidentiality agreement which contains obligations on the recipient of that information which are no less onerous in any material respect than the confidentiality obligations of the Bidder and the Target under the Confidentiality Deed; andF

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(ii) any non-public information provided to that Third Party must also be provided to Bidder (unless the information has already been provided to Bidder).

8.5Notification obligation

(a) Subject to clause 8.6, during the Exclusivity Period, Target must notify Bidder in writing as soon as practicable and in any event within 2 Business Days if Target Group or any of its Representatives receives:

(i) a Competing Proposal or any approach, inquiry or proposal made by a Third Party to initiate any discussions or negotiations that could reasonably be expected to lead to a Competing Proposal; or

(ii) any request made by any Third Party for any information in relation to Target Group or any of their businesses or operations, that the Target Board has reasonable grounds to suspect may be in connection with such Third Party formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a Competing Proposal.

(b) The notice must set out the material terms of the Notifiable Proposal, including: (as the case may be):

(i) the identity of the person who made the relevant approach, inquiry or proposal to initiate discussions or negotiations referred to in this clause; and

(ii) the material terms and conditions (including price, conditions precedent, timetable and any break fee) of any Competing Proposal or any proposed Competing Proposal (to the extent known).

8.6Fiduciary exception

Clauses 8.3, 8.4 and 8.5(b)(i) do not apply to the extent they restrict Target or any Target Director from taking or refusing to take any action with respect to a Competing Proposal (in relation to which there has been no contravention of this clause 8) provided that:

(a) the Competing Proposal, approach, inquiry or proposal or request for information (as the case may be) is bona fide and is made by or on behalf of a person that the Target Board considers is of sufficient commercial standing; and

(b) the Target Board has determined in good faith after:

(i) consultation with Target's financial advisers, that the Competing Proposal, approach, inquiry or proposal or request for information (as the case may be) is or may reasonably be expected to lead to a Superior Proposal; and

(ii) receiving advice from Target's external Australian legal advisers practicing in the area of corporate law, that failing to take the action or refusing to take the action (as the case may be) with respect to the Competing Proposal would be reasonably likely to constitute a breach of its fiduciary or statutory duties.

8.7Matching right

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(i) not enter into any legally binding agreement, arrangement or understanding to implement a Competing Proposal; and

(ii) use its reasonable endeavours to procure that none of the Target Directors change his or her Recommendation or Voting Intention to publicly recommend or support a Competing Proposal,

unless:

(iii) the Competing Proposal is a Superior Proposal;

(iv) Target has provided Bidder with the material terms and conditions of the Competing Proposal, including the identity of any person making the Competing Proposal, the price, conditions and proposed timing of the proposal;

(v) Target has given Bidder at least 3 Business Days after provision of all of the information referred to in clause 8.7(a)(iv) to provide a proposal that is superior to the Competing Proposal (Bidder Proposal); and

(vi) Bidder has not provided a Bidder Proposal which the Target Board, acting in good faith, after consulting with its financial and legal advisers, determines would be reasonably likely to provide an outcome that is more favourable to Target Shareholders as a whole than the relevant Competing Proposal (having regard to matters including, but not limited to, consideration, conditionality, funding, certainty and timing) by the expiry of the period referred to in clause 8.7(a)(v).

(b) Where Bidder has made a Bidder Proposal, this clause has repeating applications so that if any further Competing Proposal is made after Bidder has made a Bidder Proposal:

(i) Target must comply with clauses 8.7(a)(i) and 8.7(a)(ii) in respect of the new Competing Proposal unless clauses 8.7(a)(iii) to 8.7(a)(vi) (inclusive), as modified by paragraph (ii) below, apply; and

(ii) the time period in clause 8.7(a)(v) becomes 2 Business Days.

For the purposes of this clause, each successive material modification of any Competing Proposal will constitute a new Competing Proposal.

(c) The Target Board must consider the Bidder Proposal and if it determines, acting in good faith, that the Bidder Proposal would provide an outcome that is more favourable to Target Shareholders as a whole than the relevant Competing Proposal (having regard to matters including, but not limited to, consideration, conditionality, funding, certainty and timing), then Target and Bidder must use their best endeavours to agree any amendments to this deed and the contents of the Scheme Booklet which are reasonably necessary to reflect the Bidder Proposal, and to enter into an appropriate amending deed to give effect to those amendments and to implement the Bidder Proposal, in each case as soon as reasonably practicable.

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9 Target Break Fee

9.1Background

This clause 9 has been agreed to in circumstances where:

(a) each party believes that it and its shareholders and/or investors will derive significant benefits from the implementation of the Transaction;

(b) Bidder has incurred and will further incur significant costs in connection with the Transaction, which will include significant opportunity costs if the Transaction is not implemented;

(c) Bidder has requested that provision be made for the payment of the Target Break Fee by Target, and would not have entered into this deed had such provision not been made;

(d) Target believes that it is appropriate to agree to pay the Target Break Fee to secure Bidder’s entry into this deed; and

(e) each party has received separate legal advice in relation to this deed and the operation of this clause 9.

The parties acknowledge and agree that the costs referred to in clause 9.1(b) are of such a nature that they cannot be precisely quantified, but that the Target Break Fee is a genuine and reasonable pre-estimate of a proportion of the those costs.

9.2Payment of Target Break Fee

Subject to clauses 9.3, 9.5 and 9.6, Target must pay Bidder the Target Break Fee (without set-off or withholding) within 10 Business Days after receipt of a written demand from Bidder if any of the following events occur:

(a) any Target Director:

(i) fails to make Recommendations and Voting Intentions as described in clause 7; or

(ii) withdraws, adversely changes or makes any public statement that is inconsistent with a Recommendation or Voting Intention (including where a Competing Proposal is announced and is recommended by any Target director),

other than:

(iii) where the Independent Expert concludes in the Independent Expert’s Report (or any update or variation to that report) that the Transaction is not in the best interests of Target Shareholders, other than where the reason for that conclusion is a Competing Proposal; or

(iv) in circumstances where Target is entitled to terminate this deed under clause 12.1(b) or 12.3(b);

(b) at any time before the earlier to occur of the End Date and the date this deed is terminated in accordance with its terms, a transaction of the type referred to in

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paragraph (b) or (c) of the definition of Competing Proposal is publicly announced by a Third Party, and, within 9 months thereafter, such transaction is completed, implemented or consummated;

(c) Bidder becomes entitled to terminate this deed under clause 12.1(b) and the relevant material breach of this deed by Target:

(i) constitutes a Material Adverse Change; or

(ii) is material in the context of the Scheme taken as a whole;

(d) Bidder becomes entitled to terminate this deed under clause 12.2(a) or 12.2(d); or

(e) there is a breach or non-fulfilment of the Condition Precedent in clause 3.1(e) and Bidder has given Target a Termination Notice under clause 3.4 in respect of the breach or non-fulfilment of that Condition Precedent.

9.3Payment conditions

(a) Notwithstanding the occurrence of any event referred to in clause 9.2, the Target Break Fee will not be payable if the Scheme becomes Effective. The Target Break Fee must be refunded to Target within 10 Business Days after the Scheme becomes Effective if it was paid to Bidder before that time.

(b) Target can only ever be liable to pay the Target Break Fee once.

9.4Nature of payment

The Target Break Fee is an amount to compensate Bidder for the following costs and expenses:

(a) external advisory costs (excluding success fees);

(b) internal costs such as costs of management and directors’ time, risk management costs and capital costs;

(c) out-of-pocket expenses; and

(d) opportunity costs incurred in pursuing the Transaction or in not pursuing other alternative acquisitions or strategic initiatives which otherwise could have been developed or pursued.

9.5Compliance with law

This clause 9 imposes obligations on Target only to the extent that the performance of those obligations:

(a) does not constitute unacceptable circumstances as declared by the Takeovers Panel;

(b) does not breach the fiduciary or statutory duties of the Target Directors; and

(c) is not otherwise unlawful or held to be unenforceable by a court.

If the Target Break Fee is paid to Bidder and clause 9.5(a), 9.5(b) or 9.5(c) applies, Bidder must refund the relevant part of the Target Break Fee (if any) to Target within 10 Business Days after receipt of a written demand from Target.

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9.6Limitation of liability

(a) Subject to clause 9.6(b), the maximum liability of the Target under or in connection with this deed (including in respect of any breach by Target of the terms of this deed) is an amount equal to the Target Break Fee and in no event will the aggregate liability of the Target under or in connection with this deed (including in respect of any breach by Target of the terms of this deed) exceed an amount equal to the Target Break Fee.

(b) In the event that Target has been finally found by a court of competent jurisdiction (after the Target has exhausted all rights of judicial appeal) to have knowingly or wilfully committed a material breach of this deed Target must, within 10 Business Days after receipt of a written demand from Bidder, pay Bidder $20,000,000(without set-off or withholding), in which case the maximum liability of the Target under or in connection with that knowing or wilful, material breach and any fact, matter or circumstance giving rise to the obligation to pay the Target Break Fee is$20,000,000.

10 Representations and Warranties

10.1 Bidder Representations and Warranties

Bidder represents and warrants to the Target that:

(a) (validly existing) it is a validly existing corporation registered under the laws of its place of incorporation;

(b) (power) it has full corporate power and lawful authority to execute, deliver and perform this deed and the Deed Poll;

(c) (corporate action) it has taken all necessary corporate action to authorise the entry into this deed and has taken or will take all necessary corporate action to authorise the performance of this deed and the Deed Poll;

(d) (binding) this deed is its valid and binding obligation enforceable in accordance with its terms;

(e) (performance) the execution and performance by it of this deed did not and will not violate or breach any provision of:

(i) a law or treaty or a judgment, ruling, order or decree binding on it; or

(ii) its constitution;

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(f) (regulatory approvals) as far as Bidder is aware, no regulatory approval is required to be obtained by Bidder in order for it to execute, deliver and perform this deed, other than those approvals set out in clauses 3.1(a) and 3.1(b);

(g) (Bidder Information) the Bidder Information included in the Scheme Booklet with its consent pursuant to clause 5.2(d) will not be misleading or deceptive in any material respect as at the date the Scheme Booklet is dispatched to Target Shareholders (with any statement of belief or opinion having been formed on a reasonable basis), including by way of omission or otherwise, and will comply in all material respects with applicable laws (including the Corporations Act and Corporations Regulations), RG 60 and the Listing Rules;

(h) (basis of Bidder Information) the Bidder Information:

(i) will be provided to Target in good faith and on the understanding that Target and each other Target Indemnified Party will rely on that information for the purposes of preparing the Scheme Booklet and proposing the Scheme; and

(ii) will, as at the date the Scheme Booklet is dispatched to Target Shareholders, comply in all material respects with the requirements of the Corporations Act, Corporations Regulations, RG 60 and the Listing Rules,

and all information provided by Bidder to the Independent Expert will be provided in good faith and on the understanding that the Independent Expert will rely on that information for the purpose of preparing the Independent Expert’s Report;

(i) (new information) it will, as a continuing obligation, provide to Target all further or new information which arises after the Scheme Booklet has been despatched to Target Shareholders until the date of the Scheme Meeting which is necessary to ensure that the Bidder Information is not misleading or deceptive (including by way of omission);

(j) (Insolvency Event or regulatory action) no Insolvency Event has occurred in relation to it or another member of the Bidder Group, nor has any regulatory action of any nature of which it is aware been taken that would prevent or restrict its ability to fulfil its obligations under this deed; and

(k) (Equity Commitment Letter) as at the date of this deed, the Equity Commitment Letter has been duly executed by the parties to it and constitute legally binding obligations of those parties that are enforceable in accordance with their respective terms, and the Equity Commitment Letter has not been terminated;

(l) (Equity Commitment Letter warranties) the representations and warranties given by the Sponsors as defined in the Equity Commitment Letter are true and accurate as at the date of this deed until the earlier of the termination of the Equity Commitment Letter (if applicable) and Delivery Time;

(m) (no amendment of Equity Commitment Letter) as a continuing obligation, unless the Bidder has put in place replacement equity and/or debt financing arrangements addressed to:

(i) Bidder and Target (in the case of the equity arrangements); and

(ii) Bidder (in the case of the debt financing arrangements),For

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on terms which are not reasonably likely to prejudice Bidder's ability to pay the Consideration in accordance with this deed and the Deed Poll (Replacement Financing Arrangements), without the prior written consent of Target:

(iii) Bidder and the Sponsors (as defined in the Equity Commitment Letter) will not amend the Equity Commitment Letter in any respect which will, or is reasonably likely to, prejudice Bidder's ability to pay the Consideration in accordance with this deed and the Deed Poll; and

(iv) Bidder will not waive any of its rights under the Equity Commitment Letter in any respect which will, or is reasonably likely to, prejudice Bidder's ability to pay the Consideration in accordance with this deed and the Deed Poll;

(n) (Debt Commitment Letters) as at the date of this deed, the Debt Commitment Letters have each been duly executed by Bidder and constitute legally valid and binding obligations of Bidder that are enforceable against Bidder in accordance with their respective terms, and none of the Debt Commitment Letters have been terminated;

(o) (no amendment of Debt Commitment Letters) as a continuing obligation, unless the Bidder has put in place Replacement Financing Arrangements, without the prior written consent of Target:

(i) Bidder will not amend any of the Debt Commitment Letters in any respect which will, or is reasonably likely to, prejudice Bidder's ability to pay theConsideration in accordance with this deed and the Deed Poll; and

(ii) Bidder will not waive any of its rights under the Debt Commitment Letters in any respect which will, or is reasonably likely to, prejudice Bidder's ability to pay the Consideration in accordance with this deed and the Deed Poll;

(p) (Bidder Facility Agreements):

(i) on the date on which the Bidder Facility Agreements are entered into, the Bidder Facility Agreements have been duly executed by Bidder and constitute legally valid and enforceable obligations on, and rights of, Bidder that are enforceable in accordance with their terms; and

(ii) on each date from the date on which the Bidder Facility Agreements are entered into until the Delivery Time, unless the Bidder has put in place Replacement Financing Arrangements, without the prior written consent of Target, Bidder will not amend or agree to amend the Bidder Facility Agreements in any respect which will, or is reasonably likely to, prejudice Bidder's ability to pay the Consideration in accordance with this deed and the Deed Poll;

(q) (reasonable basis) as at the date of this deed, Bidder has a reasonable basis to expect that it will, by the Implementation Date, have available to it sufficient cash amounts (whether from internal cash resources or external funding arrangements (including debt and equity financing) or a combination of both) to satisfy Bidder's obligation to pay the Consideration in accordance with its obligations under this deed, the Scheme and the Deed Poll;

(r) (availability of funding on Second Court Date) by Delivery Time, Bidder will have available to it on an unconditional basis (other than conditions relating to the approval of the Court, the Scheme becoming Effective and other conditions within the control of Bidder) sufficient cash amounts (whether from internal cash

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resources or external funding arrangements (including debt and equity financing) or a combination of both) to satisfy Bidder's obligation to pay the Consideration in accordance with its obligations under this deed, the Scheme and the Deed Poll; and

(s) (availability of funding on Implementation Date) Bidder will have available to it on the Implementation Date sufficient cash amounts (whether from internal cash resources or external funding (including debt and equity financing) arrangements or a combination of both) to satisfy Bidder's obligation to pay the Consideration in accordance with its obligations under this deed, the Scheme and the Deed Poll.

10.2 Bidder’s indemnity

Bidder agrees to indemnify Target and each of the Target Indemnified Parties against any claim, action, damage, loss, liability, cost, expense or payment of whatever nature and however arising that Target or any of the other Target Indemnified Parties suffers, incurs or is liable for arising out of any breach of any of the Bidder Representations and Warranties.

10.3 Target Representations and Warranties

Target represents and warrants to Bidder that:

(a) (validly existing) it is a validly existing corporation registered under the laws of its place of incorporation;

(b) (power) it has full corporate power and lawful authority to execute, deliver and perform this deed and the Scheme;

(c) (corporate action) it has taken all necessary corporate action to authorise the entry into this deed and has taken or will take all necessary corporate action to authorise the performance of this deed and the Scheme;

(d) (binding) this deed is a valid and binding obligation on Target, enforceable in accordance with its terms;

(e) (performance) the execution and performance by it of this deed did not and will not violate or breach any provision of:

(i) a law or treaty or a judgment, ruling, order or decree binding on it; or

(ii) its constitution;

(f) (capital structure) its capital structure is as set out in Schedule 2 and, other than as set out in Schedule 2:

(i) it has not issued any other Target Shares or other securities, rights or instruments which are still outstanding and may convert into, or give the holder the right to be issued, Target Shares; and

(ii) it is not under any obligation to issue, and no person has any right to require or call for the issue of, or been sent offer letters in relation to any Target Shares or other securities, rights or instruments issuable by Target (whether such obligation or right is conditional or otherwise);F

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(g) (cash incentive plans) there are no cash incentive plans outstanding or offer letters in relation to such plans outstanding other than as Fairly Disclosed in the Disclosure Materials;

(h) (Target Information) the Target Information included in the Scheme Booklet, (excluding any information provided by Bidder), will not be misleading or deceptive in any material respect as at the date the Scheme Booklet is dispatched to Target Shareholders (with any statement of belief or opinion having been formed on a reasonable basis), including by way of omission or otherwise, and will comply in all material respects with applicable laws, including (in respect of the Target Information) the Corporations Act, Corporations Regulations, RG 60 and the Listing Rules;

(i) (basis of Target Information) the Target Information:

(i) will be prepared and included in the Scheme Booklet in good faith and on the understanding that Bidder and each other Bidder Indemnified Party will rely on that information for the purpose of determining to proceed with the Transaction; and

(ii) will comply in all material respects with the requirements of the Corporations Act, Corporations Regulations, RG 60 and the Listing Rules,

and all information provided by Target to the Independent Expert will be provided in good faith and on the understanding that the Independent Expert will rely on that information for the purpose of preparing the Independent Expert’s Report;

(j) (new information): it will, as a continuing obligation (but in respect of the Bidder Information, only to the extent that Bidder provides Target with updates to the Bidder Information), ensure that the Scheme Booklet is updated to include all further or new information which arises after the Scheme Booklet has been despatched to Target Shareholders until the date of the Scheme Meeting which is necessary to ensure that the Bidder Information is not misleading or deceptive (including by way of omission);

(k) (continuous disclosure) it is in compliance in all material respects with its continuous disclosure obligations under Listing Rule 3.1 and following release of the Agreed Public Announcement, there will be no information which it is withholding from disclosure in reliance on Listing Rule 3.1A;

(l) (Disclosure Materials) the Disclosure Materials were compiled and made available to Bidder and its Representatives in good faith and Target has not withheld from the Disclosure Materials any information of which Target is aware which, if disclosed, might reasonably be expected to affect the decision of the Bidder to enter into this deed and complete the Transaction;

(m) (Insolvency Event or regulatory action) no Insolvency Event has occurred in relation to it or another member of the Target Group, nor has any regulatory action of any nature of which it is aware been taken that would prevent or restrict its ability to fulfil its obligations under this deed;

(n) (judgements) as at the date of this deed, there is no judgment, injunction, order ordecree binding on any member of the Target Group that has or would be likely to have the effect of prohibiting, materially restricting or materially impairing after the Effective Date any business of Target Group as presently being conducted;

(o) (litigation) so far as Target is aware:

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(i) there are no material actions, suits, arbitrations, legal or administrative proceedings pending against any member of the Target Group; and

(ii) no member of the Target Group is the subject of any material pending investigation by a Government Agency;

(p) (security interests and indebtedness) other than any Security Interest identifiable from the public records or registers of the Personal Property SecuritiesRegister, there is no Security Interest over all or any member of the Target Group's present or future assets or revenues and the Target Group has no materialindebtedness;

(q) (breach of law) there is no material breach by Target Group or any of its Authorised Persons of any Australian or foreign law or regulation applicable to them or order of any Australian or foreign Governmental Agency having jurisdiction over them that has or could reasonably expected to have a materially adverse effect on:

(i) the conduct of the business of the Target Group;

(ii) the value of the Target Group; or

(iii) the reputation of the Target Group, including any implication in relation to its good standing with any Governmental Agency having jurisdiction over the conduct of business of the Target Group;

(r) (change of control) as at the date of this deed, and so far as the Target Board and the senior management of the Target Group are aware after making reasonable inquiries, there are no Material Contracts which contain any change of control provisions that will be triggered by implementation of the Transaction (except as otherwise Fairly Disclosed in the Disclosure Materials); and

(s) (material default) as at the date of this deed, and so far as the Target Board and the senior management of the Target Group are aware after making reasonable inquiries, no material breach of any Material Contract subsists.

10.4 Target’s indemnity

Subject to clause 9.6, Target agrees with Bidder (in its own right and separately as trustee or nominee for each Bidder Indemnified Party) to indemnify Bidder and each of the Bidder Indemnified Parties against any claim, action, damage, loss, liability, cost, expense or payment of whatever nature and however arising that Bidder or any of the other Bidder Indemnified Parties suffers, incurs or is liable for arising out of any breach of any of the Target Representations and Warranties.

10.5 Qualifications on Target’s Representations and Warranties

The Target Representations and Warranties in clause 10.3 and the indemnity in clause 10.4 are each subject to matters that:

(a) have been Fairly Disclosed in:

(i) the Disclosure Materials; and

(ii) Target’s announcements to or filings with ASX, or a document lodged with ASIC, prior to the date of this deed; orF

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(b) are within the actual knowledge of:

(i) any director or secretary of the Bidder or a Bidder Group company;

(ii) any of the Bidder’s Representatives who have been involved in the assessment and/or negotiation of the Transaction before the date of this deed.

10.6 Survival of Representations and Warranties

Each Representation and Warranty:

(a) is severable;

(b) survives termination of this deed; and

(c) is given with the intent that liability thereunder will not be confined to breaches which are discovered prior to the date of termination of this deed.

10.7 Survival of indemnities

Each indemnity in this deed (including those in clauses 10.2 and 10.4):

(a) is severable;

(b) is a continuing obligation;

(c) constitutes a separate and independent obligation of the party giving the indemnity from any other obligations of that party under this deed; and

(d) survives termination of this deed.

10.8 Timing of Representations and Warranties

(a) Unless expressly stated otherwise, each Representation and Warranty is given at the date of this deed and again on each subsequent day until Delivery Time, except that:

(i) the Bidder Representation and Warranty in clause 10.1(q) is only given at the date of this deed; and

(ii) the Target Representation and Warranties in clauses 10.3(k) and 10.3(n) are only given at the date of this deed.

(b) For the purposes of clause 10.8(a), a Representation and Warranty shall be read with any necessary adjustments to the tense used in the Representation and Warranty.

11 Releases

11.1 Release of Target Indemnified Parties

(a) Subject to clause 11.1(b), Bidder releases any and all rights that it may have, and agrees with Target that it will not make any claim, against any Target Indemnified Party as at the date of this deed and from time to time in connection with:For

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(i) any breach of any covenant, representation or warranty given by Target under this deed;

(ii) any disclosures containing any statement which is false or misleading (whether by omission or otherwise); or

(iii) any failure to provide information,

whether current or future, known or unknown, arising at common law, in equity, under statute or otherwise, except where a Target Indemnified Party has not acted in good faith or has engaged in fraud or wilful misconduct. To avoid doubt, nothing in this clause 11.1(a) limits the rights of Bidder to terminate this deed under clause 12.

(b) The release in clause 11.1(a) is subject to any restriction imposed by law and will be read down to the extent that any such restriction applies.

(c) Target receives and holds the benefit of clause 11.1(a) as trustee for the Target Indemnified Parties.

11.2 Release of Bidder Indemnified Parties

(a) Subject to clause 11.2(b), Target releases any and all rights that it may have, and agrees with Bidder that it will not make any claim, against:

(i) any Bidder Indemnified Party;

(ii) any limited partner of a fund associated with Bidder Group;

(iii) any fund associated with Bidder Group (except in relation to the Equity Commitment Letter),

as at the date of this deed and from time to time in connection with:

(iv) any breach of any covenant, representation or warranty given by Bidder or any limited partner of a fund associated with Bidder Group or any fund associated with Bidder Group, under this deed;

(v) any disclosures, including by any employee, director, manager, shareholder, partner, agent, officer or adviser of any member of the Bidder's Group, any Bidder Indemnified Party, any limited partner of a fund associated with Bidder Group or any fund associated with Bidder Group in connection with this deed or any other agreement or document referred to herein containingany statement which is false or misleading (whether by omission or otherwise); or

(vi) any failure to provide information,

whether current or future, known or unknown, arising at common law, in equity, under statute or otherwise, except where a Bidder Indemnified Party, limited partner of a fund associated with Bidder Group or fund associated with Bidder Group has not acted in good faith or has engaged in fraud or wilful misconduct. To avoid doubt, nothing in this clause 11.2 limits the rights of Target to terminate this deed under clause 12.

(b) The release in clause 11.2(a) is subject to any restriction imposed by law and will be read down to the extent that any such restriction applies.

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(c) Bidder receives and holds the benefit of clause 11.2(a) as trustee for that Bidder Indemnified Parties.

11.3 Deeds of indemnity and insurance

(a) Subject to the Scheme becoming Effective and the Transaction completing, Bidder undertakes in favour of Target and each other person who is a Target Indemnified Party that it will:

(i) for a period of 7 years from the Implementation Date or until an entity ceases to be part of the Target Group (whichever is earlier), ensure that the constitutions of Target and each other member of the Target Group continue to contain such rules as are contained in those constitutions at the date of this deed that provide for each company to indemnify each of its current and previous directors and officers against any liability incurred by that person in his or her capacity as a director or officer of the company to any person other than a member of the Target Group; and

(ii) procure that Target and each member of the Target Group complies with any deeds of indemnity, access and insurance made by them in favour of their respective directors and officers from time to time and without limiting the foregoing, ensure that directors’ and officers’ run-off insurance cover for such directors and officers is maintained, for a period of 7 years from the retirement date of each director and officer.

(b) Bidder acknowledges that, subject to the next sentence and notwithstanding any other provision of this deed, Target may, prior to the Implementation Date, enter into arrangements to secure directors and officers run-off insurance for up to such 7 year period, and that any actions to facilitate that insurance or in connection therewith will not be Prescribed Occurrences or breach any provision of this deed. Before entering into any contract of insurance, Target must first present to Bidder a quotation for such insurance policy, and Bidder must first approve such quotation (acting reasonably and expeditiously) before Target may enter into a contract of insurance, provided that, if the terms of the quotation for such insurance policy are substantially the same as the terms disclosed to the Bidder in writing before the execution of this deed, Bidder must not withhold its approval.

(c) The undertakings contained in clause 11.3(a) are subject to any Corporations Act restriction and will be read down accordingly.

(d) Target receives and holds the benefit of clause 11.3(a), to the extent it relates to the other Target Indemnified Parties as trustee for them.

(e) The undertakings contained in clause 11.3(a) are given until the earlier of the end of the relevant period specified in clause 11.3(a) or the relevant Target Group Member ceasing to be part of the Target Group.

12 Termination

12.1 Termination by either party

(a) Either party may terminate this deed in accordance with clause 3.4.

(b) Other than in respect of a breach of a Representation and Warranty (which are dealt with in clauses 12.2 and 12.3), at any time before Delivery Time, either party For

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may terminate this deed if the other party commits a material breach of this deed, provided that:

(i) it has given written notice to the other party setting out the relevant circumstances and stating an intention to terminate this deed; and

(ii) the relevant circumstances have not been remedied within 10 Business Days from the time such notice is given (or any shorter period ending at 5:00pm on the Business Day before the Second Court Date).

Termination under this clause 12.1(b) will take effect at the expiry of the period referred to in clause 12.1(b)(ii).

12.2 Termination by Bidder

Bidder may terminate this deed, with immediate effect, at any time before Delivery Time by notice in writing to Target if:

(a) Target materially breaches clause 8;

(b) in any circumstances (including where clause 7.2(a) applies), a Target Director:

(i) withdraws, adversely changes or makes any public statement that is inconsistent with a Recommendation or Voting Intention; or

(ii) does not recommend in the Scheme Booklet that Target Shareholders approve the Scheme in the absence of a Superior Proposal;

(iii) recommends, endorses or supports any Competing Proposal;

(c) in any circumstances, Target voluntarily enters into any agreement or arrangement in relation to the implementation of any Competing Proposal; or

(d) at the time they were made, the Target Representations and Warranties were not true and accurate in all material respects, provided that:

(i) Bidder has given written notice to Target setting out the relevant circumstances and stating an intention to terminate this deed or to allow the Scheme to lapse;

(ii) the relevant breach or circumstances have not been remedied for 10 Business Days from the time such notice is given (or any shorter period ending at 5:00pm ending on the Business Day before the Second Court Date); and

(iii) the loss that would reasonably be expected to follow from the relevant breach of the Target Representations and Warranties is material in the context of the Scheme taken as a whole.

12.3 Termination by Target

Target may terminate this deed, with immediate effect, by notice in writing to Bidder if:

(a) at any time before Delivery Time, each of that number of Target Directors as constitutes a majority of the Target Board publicly recommend a Superior Proposal provided that Target has complied with its obligations under clause 8.7; orF

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(b) at the time they were made, the Bidder Representations and Warranties were not true and accurate in all material respects, provided that:

(i) Target has given written notice to Bidder setting out the relevant circumstances and stating an intention to terminate this deed or to allow the Scheme to lapse;

(ii) the relevant breach or circumstances have not been remedied for 10 Business Days from the time such notice is given (or any shorter period ending at 5:00pm ending on the Business Day before the Second Court Date); and

(iii) the loss that would reasonably be expected to follow from the relevant breach of the Bidder Representations and Warranties is material in the context of the Scheme taken as a whole.

12.4 Termination by written agreement

This deed may be terminated by the written agreement of the parties, on such terms as the parties agree.

12.5 Effect of termination

If this deed is terminated in accordance with this clause 12, this deed will cease to have force and effect without any liability or obligation on the part of any party, except that:

(a) this clause 12.5 and clauses 1, 9, 11, 13, 14, 15 and 16, and Schedule 1, will survive termination; and

(b) each party will retain any rights and remedies that accrued prior to termination, including any rights and remedies in respect of any past breach of this deed or (if applicable) in respect of the breach giving rise to termination.

13 Confidentiality

Each party acknowledges and agrees that nothing in this deed derogates from the rights and obligations of the Bidder and the Target under the Confidentiality Deed, provided that this deed prevails to the extent of any inconsistency with the Confidentiality Deed.

14 Duty, costs and expenses

14.1 Stamp duty

Bidder:

(a) must pay all stamp duties and any related fines and penalties in respect of this deed or any transaction effected under it; and

(b) indemnifies Target against any liability arising from or in connection with any failure by it to comply with clause 14.1(a).

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14.2 Costs and expenses

Except as otherwise provided in this deed, each party must pay its own costs and expenses in connection with the negotiation, preparation, execution and performance of this deed and the proposed, attempted or actual implementation of the Transaction.

15 GST

(a) In this clause 15, a word or expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the meaning given to it in that legislation.

(b) If a party makes a supply under or in connection with this deed in respect of which GST is payable, the consideration for the supply but for the application of this clause 15(b) (GST exclusive consideration) is increased by an amount (Additional GST amount) equal to the GST exclusive consideration multiplied by the rate of GST prevailing at the time the supply is made.

(c) If a party must reimburse or indemnify another party for a loss, cost or expense, the amount to be reimbursed or indemnified is first reduced by the amount equal to any input tax credit the other party, or the representative member of the GST group of which the other party is a member, is entitled to with respect to the loss, cost or expense, and then increased in accordance with clause 15(b) if such amount is consideration for a taxable supply made under or in connection with this deed.

(d) A party need not make a payment of the Additional GST amount until it receives a tax invoice or adjustment note (as appropriate) for the supply to which the payment relates.

16 General

16.1 Notices

(a) A notice, consent, approval, waiver or other communication sent by a party under this deed (Notice) must be:

(i) in writing;

(ii) sent by an authorised representative of the sender; and

(iii) marked for the attention of the person named below,

and must be:

(iv) left at, or sent by commercial courier to, the address set out below;

(v) sent by fax to the number set out below; or

(vi) sent by email to the address set out below.

Bidder

Attention: Tariq Syed UsmanFor

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Address: 1 Raffles Place,#13-01 One Raffles PlaceSingapore 048616

Email: [email protected]

with a copy (for information purposes only) to: [email protected]

Target

Attention: The Company Secretary

Address: 680 George Street, Sydney, New South Wales 2000

Email: [email protected]

with a copy (for information purposes only) to: [email protected]

(b) Subject to clause 16.1(c), a Notice is taken to be received:

(i) if sent by delivery, when it is delivered;

(ii) if sent by commercial courier, three days after dispatch;

(iii) if sent by fax, at the time shown in the transmission report produced by the machine from which the fax was sent as the time the fax was sent in its entirety; or

(iv) if sent by email:

(A) when the sender receives an automated message confirming delivery; or

(B) four hours after the time sent (as recorded on the device from which the email was sent), provided that the sender does not receive an automated message that the email has not been delivered,

whichever happens first.

(c) If a Notice is taken to be received under clause 16.1(b):

(i) before 9:00am on a Business Day, it will be taken to be received at 9:00am on that Business Day; or

(ii) after 5:00pm on a Business Day or on a non-Business Day, it will be taken to be received at 9:00am on the next Business Day.

16.2 Governing law and jurisdiction

(a) This deed is governed by the laws of New South Wales.

(b) Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and courts competent to hear appeals from those courts.

16.3 No representation or reliance

(a) Each party acknowledges that no party (nor any person acting on its behalf) has made any representation or other inducement to it to enter into this deed, except

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for representations or inducements expressly set out in this deed and (to the maximum extent permitted by law) all other representations, warranties and conditions implied by statute or otherwise in relation to any matter relating to this deed, the circumstances surrounding the parties’ entry into it and the transactions contemplated by it are expressly excluded.

(b) Each party acknowledges and confirms that it does not enter into this deed in reliance on any representation or other inducement by or on behalf of any other person, except for any representation or inducement expressly set out in this deed.

16.4 No merger

The rights and obligations of the parties do not merge on completion of the Transaction. They survive the execution and delivery of any assignment or other document entered into for the purpose of implementing the Transaction.

16.5 Waivers and consents

(a) Failure to exercise or enforce, a delay in exercising or enforcing, or the partial exercise or enforcement of any right, power or remedy provided by law or under this deed by any party does not in any way preclude, or operate as a waiver of, any exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy provided by law or under this deed.

(b) Any waiver or consent given by a party under this deed is only effective and binding on that party if it is given or confirmed in writing by that party.

(c) No waiver of a breach of any term of this deed operates as a waiver of another breach of that term or of a breach of any other term of this deed.

(d) Except where this deed expressly provides otherwise, where the consent of a party is required under this deed, such consent may be given or withheld in that party’s absolute discretion.

16.6 Variation

This deed may only be varied by a document signed by or on behalf of each of the parties.

16.7 Assignment

Subject to the next sentence, a party may not assign, novate or otherwise transfer any of its rights or obligations under this deed without the prior written consent of the other party. On and from the date on which the Bidder draws down its financing and deposits some orall of those proceeds into the trust account operated by Target in accordance with clause 4.2(b), Bidder may assign, grant a security interest over, novate or otherwise transfer by way of security, any of its rights or obligations under this deed to a financier or financiers (or a security agent or security trustee thereof) without the prior written consent of Target solely for the purpose of obtaining finance or providing security in connection with the Transaction.

16.8 Further action

Each party will do all things and execute all further documents necessary to give full effect to this deed.For

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16.9 Entire agreement

This deed supersedes all previous agreements, understandings, negotiations or deeds in respect of its subject matter and embodies the entire agreement between the parties.

16.10 Severability

If the whole or any part of a provision of this deed is void, unenforceable or illegal in a jurisdiction, it is severed for that jurisdiction but only to the extent that it is void, unenforceable or illegal and provided that it will have full force and effect in any other jurisdiction. Where a provision (or any part thereof) is severed in a jurisdiction, theremainder of this deed will have full force and effect in that (and any other) jurisdiction.

This clause 16.10 does not apply to any severance that alters the basic nature of this deed or is contrary to public policy.

16.11 Counterparts

This deed may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.

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— DictionarySchedule 1

1 Dictionary

Additional GST amount has the meaning given in clause 15(d).

Agreed Public Announcement means an announcement in a form agreed between Bidder and Target prior to execution of this deed, to be released by each of Bidder and Target pursuant to clause 6(a).


Associate has the meaning given in section 12 of the Corporations Act as if section 12(1) of that Act included a reference to this deed and Target was the designated body.

Assurance Division means the Target Group entities and assets constituting the Target’s assurance business.

Assurance Sale means the sale of SAI's Assurance Division as contemplated by SAI's announcement to ASX dated 26 July 2016.

ASX means ASX Limited (ABN 98 008 624 691) or, where the context requires, the financial market operated by it known as the “Australian Securities Exchange”.

Bidder Board means the board of directors of the Bidder.

Bidder Director means a director of Bidder.

Bidder Facility Agreements means the debt facility agreements to be entered into pursuant to the Debt Commitment Letters.

Bidder Group means, collectively, Bidder and each of its Related Bodies Corporate.

Bidder Indemnified Party means a director, officer, employee or adviser of a member of the Bidder Group.

Bidder Information means information regarding the Bidder Group provided by or on behalf of Bidder to Target or its Representatives in writing for inclusion in a Scheme Booklet.

Bidder Representations and Warranties means the representations and warranties set out in clause 10.1.

Business Day has the meaning given in the Listing Rules.

Competing Proposal means any inquiry, offer, proposal or expression of interest, transaction or arrangement (including by way of takeover bid or scheme of arrangement) under which, if ultimately completed substantially in accordance with its terms, a person or two or more persons who are Associates would directly or indirectly:

(a) acquire a relevant interest in or become the holder of more than 20% of the issued share capital of Target;

(b) acquire, obtain a right to acquire, or otherwise obtain an economic interest in, 50% or more by value of the business or property of the Target Group; or

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(c) acquire control of Target within the meaning of section 50AA of the Corporations Act, disregarding section 50AA(4) of that Act or merge with Target or any of its controlled entities, whether by takeover bid, scheme of arrangement, shareholder approved acquisition, capital reduction, share buy-back or repurchase or exchange, sale or purchase of assets or businesses, joint venture, reverse takeover, dual-listed company structure, recapitalisation, establishment of a new holding entity for Target or other synthetic merger or any other transaction or arrangement.

Condition Precedent means a condition set out in clause 3.1.

Confidentiality Deed means the confidentiality deed between the parties dated 22 August 2016.

Consideration means, in respect of each Scheme Share, A$4.75.

Consultation Notice has the meaning given in clause 3.4(a).

Control has the meaning given in section 50AA of the Corporations Act.


Corporations Regulations means the Corporations Regulations 2001 (Cth).

Court means the Federal Court of Australia or such other court of competent jurisdiction under the Corporations Act as agreed in writing between Bidder and Target.

Court Documents means the documents required for the purposes of a Court Hearing, including (as applicable) originating process, affidavits, submissions and draft minutes of Court orders.

Court Hearing means the First Court Hearing or Second Court Hearing (as applicable), and Court Hearings means both of them.

Debt Commitment Letters means the credit-approved, executed commitment letters and accompanying term sheets from certain banks or other financial institutions addressed to Bidder and dated on or about the date of this deed.

Deed Poll means the deed poll to be entered into by Bidder in respect of the provision of the Consideration, in the form of Attachment C.

Delivery Time means, in relation to the Second Court Date, 2 hours before the commencement of the hearing or if the commencement of the hearing is adjourned, the commencement of the adjourned hearing, of the court to approve the Scheme in accordance with section 411(4)(b) of the Corporations Act is due to commence.

Discloser has the meaning given in clause 3.2(e).

Disclosure Letter means the letter so entitled from Target provided to Bidder on or prior to the date of this deed.

Disclosure Materials means the information in relation to the Target Group disclosed in writing by or on behalf of Target to Bidder and its Representatives prior to the date of this deed, in:

(a) the Disclosure Letter;For

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(b) the documents and information contained in the Ansarada online data room (Online Data Room) to which Bidder and its Representatives were given access prior to the date of this deed, the index of which has been initialled by the parties for identification; and

(c) any written answers to requests for further information made by Bidder and its Representatives as contained in the Online Data Room.

Effective means the coming into effect, under section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) of the Corporations Act, in relation to the Scheme.

Effective Date means the date on which a Scheme becomes Effective.

Encumbrance means a mortgage, charge, pledge, lien, encumbrance, security interest, title retention, preferential right, trust arrangement, contractual right of set-off or any other security agreement or arrangement in favour of any person, whether registered or unregistered, including any Security Interest.

End Date means the date that is 6 months after the date of this deed or such later date as Bidder and Target agree in writing.

Equity Commitment Letter means the binding, executed commitment letter dated 26September 2016 addressed to Bidder and Target from each of The Baring Asia Private Equity Fund VI, L.P.1, The Baring Asia Private Equity Fund VI, L.P.2 and The Baring Asia Private Equity Fund VI Co-Investment L.P. and agreed to and accepted by Bidder and Target.

Existing Business Lines means lines of business in which Target is engaged as at the date of this deed.

Exclusivity Period means the period from the date of this deed to the earlier of:

(d) the termination of this deed under clause 12; and

(e) the End Date.

Fairly Disclosed means disclosed in sufficient detail so as to enable a reasonable and sophisticated recipient of the relevant information who is experienced in transactions similar to the Transaction to identify the nature and scope of the relevant matter, event or circumstance.

FATA means the Foreign Acquisitions and Takeovers Act 1975 (Cth).

First Court Date means the first day on which an application made to the Court for orders under section 411(1) of the Corporations Act directing Target to convene the Scheme Meeting is heard (or if the application is adjourned or subject to appeal for any reason, the day on which the adjourned application is heard) with such hearing being the First Court Hearing.


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GST exclusive consideration has the meaning given in clause 15(b).

Headcount Test means the requirement under section 411(4)(a)(ii)(A) of the Corporations Act that the resolution to approve the Scheme at the Scheme Meeting is passed by a majority in number of Target Shareholders present and voting, either in person or by proxy.

Implementation Date means the fifth Business Day after the Record Date or such other day as the parties agree in writing.

Independent Expert means the independent expert to be appointed by Target to prepare the Independent Expert’s Report in accordance with clause 5.1(a).

Independent Expert’s Report means the report in respect of the Scheme to be prepared and issued by the Independent Expert for inclusion in the Scheme Booklet.

Insolvency Event means, in relation to any entity:

(f) the entity resolving that it be wound up or a court making an order for the winding up, deregistration or dissolution of the entity;

(g) a liquidator, provisional liquidator, administrator, receiver, receiver and manager or other insolvency official being appointed to the entity or in relation to the whole, or a substantial part, of its assets;

(h) the entity executing a deed of company arrangement;

(i) the entity is or becomes unable to pay its debts when they fall due within the meaning of the Corporations Act (or, if appropriate, legislation of its place of incorporation) or is otherwise presumed to be insolvent under the Corporations Act unless the entity has, or has access to, committed financial support from its parent entity such that it is able to pay its debts; or

(j) the entity being deregistered as a company or otherwise dissolved.

Listing Rules means the official listing rules of ASX.

Material Adverse Change means a change, event, circumstance, occurrence or matter that occurs, is announced, is disclosed or otherwise becomes known to Bidder or the Target Board (whether it becomes public or not) which (whether individually or when aggregated with all such changes, events, circumstances, occurrences or matters) has had or is reasonably likely to have:

(a) the effect of a diminution in the value of the consolidated net assets (but not including any diminution in intangible assets) of the Target Group, taken as a whole, by at least 10% against what it would reasonably be expected to have been but for that change, event, circumstance, occurrence or matter; or

(b) the effect of a diminution in the consolidated earnings before interest, tax, depreciation and amortisation of the Target Group, taken as a whole, by at least 10% in recurring financial years for the Target Group against what it would reasonably be expected to have been but for that change, event, circumstance, occurrence or matter; or

(c) the result that the business of the Target Group is unable to be carried on in substantially the same manner as carried on at the date of this deed,For

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provided that any events which have occurred after the date of this deed but prior to Delivery Time and which have a positive effect on the consolidated net assets or earnings before interest, tax, depreciation and amortisation of the Target Group are taken into account in calculating whether a threshold in paragraph (a)(i) or (a)(ii) has been reached, and in each case other than changes, events, occurrences or matters:

(d) expressly required or permitted by this deed or the Scheme;

(e) Fairly Disclosed to Bidder in the Disclosure Materials;

(f) Fairly Disclosed by Target in any announcement to or filing with ASX that is publicly available prior to the date of this deed, or in a document lodged by Target with ASIC that is publicly available prior to the date of this deed;

(g) within the actual knowledge of any director, secretary or senior officer of the Bidder or a Bidder Group company who have been involved in the assessment and/or negotiation of the Transaction before the date of this deed (which does not include knowledge of the risk of an event, occurrence or matter happening);

(h) consented to in writing by Bidder; or

(i) which arise from:

changes in exchange rates or interest rates;(i)

general economic, political or business conditions, including material (ii)adverse changes or major disruptions to, or fluctuations in, domestic or international financial markets, and acts of terrorism, war (whether or not declared), natural disaster or the like; or

changes to accounting standards, laws or policies of a Government Agency (iii)in Australia,

but excluding any change, event, circumstance, occurrence or matter which has a disproportionate effect on the Target Group, taken as a whole, as compared to other participants in the industries in which the Target Group operates.

Material Contract has the meaning given to that term in clause 5.5(k).

Notice has the meaning given in clause 16.1(a).

PLA means Publishing Licence Agreement between SAI Global Limited and Standards Australia Limited ACN 087 326 690 dated 11 November 2003.

Plan Rules means the Target’s Executive Incentive Plan (a copy of which is disclosed in the Online Data Room at reference 01.02.01.06), together with the UK Executive Incentive Plan sub-plan (a copy of which is disclosed in the Online Data Room at reference 01.02.01.05).

Prescribed Occurrence means the occurrence of any of the following:

(a) Target converting all or any of its shares into a larger or smaller number of shares;

(b) any member of the Target Group resolving to reduce its share capital in any way or reclassifying, combining, splitting or redeeming any of its shares;

(c) any member of the Target Group:

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entering into a buy-back agreement; or(i)

resolving to approve the terms of a buy-back agreement under the (ii)Corporations Act;

(d) any member of the Target Group issuing shares, or granting a performance right or an option over its shares, or agreeing to make such an issue or grant such a performance right or an option other than an issue of shares pursuant to the granting of (or in satisfaction of) a Target Option or Right under the Target LTIP;

(e) any member of the Target Group issuing or agreeing to issue securities convertible into shares (including any issue or agreement to issue performance rights) or debt securities other than the granting of (or in satisfaction of) a Target Option or Right under the Target LTIP or the Target STIP (in respect of deferred entitlements);

(f) any member of the Target Group making, determining as payable or declaring any distribution (whether by way of dividend, capital reduction or otherwise and whether cash or in specie);

(g) any member of the Target Group disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property, including, but not limited to, an Assurance Sale;

(h) any member of the Target Group ceasing, or threatening to cease, the whole or a material part of its business, including, but not limited to, an Assurance Sale;

(i) any member of the Target Group creating, granting or agreeing to any Encumbrance over any of the assets of any member of the Target Group, other than a lien which arises by operation of law, legislation or arises in the ordinary course of the Target Group’s business;

(j) any member of the Target Group resolving that it be wound up or the making of an application or order for the insolvent winding up or dissolution of a member of the Target Group other than where the application or order (as the case may be) is set aside within 14 days;

(k) a liquidator or provisional liquidator of a member of the Target Group being appointed;

(l) a court making an order for the winding up of a member of the Target Group;

(m) an administrator of a member of the Target Group being appointed under the Corporations Act;

(n) any member of the Target Group is or becomes unable to pay its debts when they fall due within the meaning of the Corporations Act or is otherwise presumed to be insolvent under the Corporations Act unless that company has, or has access to, committed financial support from its parent entity such that it is able to pay its debts;

(o) a member of the Target Group making any change to its constitution;

(p) any member of the Target Group executing a deed of company arrangement;

(q) a receiver, or a receiver and manager, being appointed in relation to the whole, or a substantial part, of the property of a member of the Target Group;For

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(r) any member of the Target Group being deregistered as a company or otherwise dissolved other than on a solvent basis;

(s) any member of the Target Group authorises, procures or commits or agrees to do any of the matters set out above,

but does not include any occurrence:

(t) required or permitted by this deed or the Scheme or the transactions contemplated by either;

(u) agreed to in writing by Bidder;

(v) Fairly Disclosed in the Disclosure Materials;

(w) Fairly Disclosed by Target in an announcement made by Target to ASX (other than in connection with an Assurance Sale), or a document lodged by it with ASIC, prior to the date of this deed; or

(x) which occurs in the ordinary course of the Target Group’s business.

Recipient has the meaning given in clause 3.2(e).

Recommendation has the meaning given in clause 7.2(a)(i).

Record Date means 7:00pm on the fifth Business Day after the Effective Date of the Scheme.

Regulator’s Draft has the meaning given in clause 5.1(d)(i).

Regulatory Matter has the meaning given in clause 3.2(d)(ii)(A).

Related Body Corporate has the meaning given in section 50 of the Corporations Act.

Relevant Employee means any officer, director, executive or employee of the Target Group whose total employee cost exceeds $300,000 per annum.

Relevant Interest has the meaning given in sections 608 and 609 of the Corporations Act.

Replacement Financing Arrangements has the meaning given to that term in clause 10.1(m).

Representation and Warranty means a Bidder Representation and Warranty or Target Representation and Warranty.

Representative means, in respect of a party, an employee, agent, officer, director, adviser or financier of that party (or of a Related Body Corporate of that party), and, in the case of advisers and financiers, includes employees, officers and agents of the adviser or financier (as applicable).

RG 60 means Regulatory Guide 60 issued by ASIC and dated September 2011.

Scheme means a members’ scheme of arrangement under Part 5.1 of the Corporations Act between Target and the Scheme Shareholders, in the form of Attachment B, subject to any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act.

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Scheme Booklet means the explanatory statement in respect of the Scheme to be prepared by Target pursuant to section 412 of the Corporations Act and in accordance with clause 5.1(b), and to be despatched to Target Shareholders in accordance with clause 5.1(j), which will contain (among other things) the Independent Expert’s Report (or a concise version of that report), a notice of meeting in respect of the Scheme Meeting and a proxy form.

Scheme Meeting means the meeting of Target Shareholders ordered by the Court to be convened at the First Court Hearing.

Scheme Share means a Target Share held by a Scheme Shareholder as at the Record Date.

Scheme Shareholder means a Target Shareholder as at the Record Date.

Second Court Date means the first day on which an application made to the Court for orders under section 411(4)(b) of the Corporations Act approving the Scheme is heard (or if the application is adjourned or subject to appeal for any reason, the day on which the adjourned application is heard), with such hearing being the Second Court Hearing.

Security Interest has the meaning given in section 12 of the Personal Property Securities Act 2009 (Cth).

Sensitive Confidential Information has the meaning given in clause 3.2(e).

Share Register means the register of Target Shareholders maintained in accordance with the Corporations Act.

Share Splitting means the splitting by a holder of Shares into two or more parcels of Shares whether or not it results in any change in beneficial ownership of the Shares.

Subsidiary has the meaning given to that term in Division 6 of Part 1.2 of the Corporations Act.

Superior Proposal means a bona fide Competing Proposal which in the determination of the Target Board acting in good faith in order to satisfy what the Target Board considers to be its fiduciary or statutory duties (after having taken advice from their legal and financial advisers):

(y) is capable of being completed in accordance with its terms, taking into account all financial, regulatory and other aspects of the proposal, including the ability of the proposing party to consummate the transactions contemplated by the Competing Proposal; and

(z) would, if completed substantially in accordance with its terms, be reasonably likely to result in a transaction more favourable to Target Shareholders as a whole than the Transaction, taking into account all of the terms and conditions of the Competing Proposal, including consideration, conditionality, funding, certainty and timing.

Takeovers Panel means the Takeovers Panel constituted under the Australian Securities and Investments Commission Act 2001 (Cth).

Target Board means the board of directors of Target.For

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Target Break Fee means $10,785,480 (exclusive of GST).

Target Director means a director of Target.

Target Group means, collectively, Target and each of its Related Bodies Corporate.

Target Indemnified Party means a director, officer, employee or adviser of a member of the Target Group.

Target Information means all the information in a Scheme Booklet other than the Bidder Information and the Independent Expert’s Report.

Target LTIP means the long term equity incentive plans of Target in existence as at the date of this deed.

Target Options means options to be issued Target Shares under the Target LTIP and the Target STIP, with such options currently on issue being as set out in Schedule 2.

Target Performance Rights means the performance rights under the Target LTIP and the Target STIP, with such performance rights currently on issue being as set out in Schedule 2.

Target Representations and Warranties means the representations and warranties set out in clause 10.2.

Target Share means a fully paid ordinary share in the capital of Target.

Target Shareholder means a holder of one or more Target Shares, as shown in the Share Register.

Target STIP means the short long term incentive arrangements of Target in existence as at the date of this deed.

Terminating Party has the meaning given in clause 3.4.

Termination Event has the meaning given in clause 3.4.

Termination Notice has the meaning given in clause 3.4.

Third Party means a person other than Bidder and its Associates.

Timetable means the indicative timetable for the implementation of the Transaction set out in Attachment A.

Trading Day has the meaning given in the Listing Rules.

Transaction means the acquisition of Target by Bidder by means of the Scheme.

Voting Intention has the meaning given in clause 7.1(b).

2 Interpretation

In this deed, the following rules of interpretation apply unless the contrary intention appears.

(a) Headings are for convenience only and do not affect the interpretation of this deed.

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(b) The singular includes the plural and vice versa.

(c) Words that are gender neutral or gender specific include each gender.

(d) Where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.

(e) The words “include”, “including”, “such as”, “to avoid doubt” and similar expressions are not words of limitation and do not limit what else might be included.

(f) A reference to:

a person includes a natural person, partnership, joint venture, government (i)agency, association, corporation or other body corporate or entity (as that term is defined in section 64A of the Corporations Act);

a thing (including a chose in action or other right) includes a part of that (ii)thing;

a party includes its successors and permitted assigns;(iii)

a document includes all amendments or supplements to that document;(iv)

a clause, term, party, schedule or attachment is a reference to a clause or (v)term of, or a party, schedule or attachment to, this deed (as applicable);

this deed includes all schedules and attachments to it;(vi)

a law includes a constitutional provision, treaty, decree, convention, statute, (vii)regulation, ordinance, by-law, judgment, rule of common law or equity or a Listing Rule and is a reference to that law as amended, consolidated or replaced;

an agreement (other than this deed) includes an undertaking or legally (viii)enforceable arrangement or understanding (whether or not in writing);

a time period includes the date referred to as that on which the period begins (ix)and the date referred to as that on which the period ends; and

a monetary amount is in Australian dollars;(x)

(g) An agreement on the part of two or more persons binds them jointly and severally.

(h) When the day on which something must be done is not a Business Day, that thing must be done on the following Business Day.

(i) In determining the time of day, where relevant to this deed, the time of day is:

for the purposes of giving or receiving Notice, the time of day where the (i)party receiving Notice is located; or

for any other purpose under this deed, the time of day in the place where the (ii)party required to perform an obligation is located.

(j) No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this deed or any part of it.For

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(k) Any reference to time is to the time in Sydney, Australia.

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Target capital structureSchedule 2

Class of shares, right or option Number of shares, rights or options

Securities quoted on ASX

Ordinary shares 213,432,054

Securities not quoted on ASX

Total Performance Share Rights granted under the SAI Global Executive Performance Share Rights Plan and Executive Incentive Plans.

2,116,464

Options granted under the SAI Global Executive Incentive Plan and the UK Sub Plan ($2.99 exercise price; 9 November 2017 expiry date).

13,045

Options granted under the SAI Global Incentive Plan ($2.29 exercise price; 1 July 2018 expiry date) and Options under the SAI Global Executive Incentive UK Plan ($2.29 exercise price; 18 July 2018 expiry date).

44,082

Options granted under the revised SAI Executive Incentive Plan approved by shareholders at 2011 AGM (Incentive Plan). Exercise price is $4.71 and expiry date is 3 November 2018

11,824

Options granted under the Incentive Plan. Exercise Price $3.89,expiry date 12 November 2019

1,363,358

Options granted under the Incentive Plan. Exercise price $4.07,expiry date 21 November 2020.

162,581

Options granted under the Incentive Plan. Exercise Price is $3.95 and expiry date is 19 November 2021.

563,352

Options granted under the Incentive Plan. Exercise Price is $3.95 and expiry date is 6 January 2022.

87,893

Options granted under the Incentive Plan. Exercise Price is $4.40 and expiry date is 20 November 2025.

3,029,687

Options granted under SAI Global Executive Incentive Plan and the UK Sub Plan. Exercise Price is $3.52 and expiry date is 12 September 2026.

6,238,401

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B. SCHEME IMPLEMENTATION DEED CONTINUEDF

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Gilbert + Tobin 37718097_1 Attachment AME_132803112_4

Attachment A — Timetable

Event Target date (2016)

Release of Agreed Public Announcement Monday, 26 September 2016

Regulator’s Draft provided to ASIC Monday, 17 October 2016

First Court Hearing Tuesday, 1 November 2016

Scheme Meeting Monday, 5 December 2016

Second Court Hearing Thursday, 8 December 2016

Effective Date Friday, 9 December 2016

Record Date Friday, 16 December 2016

Implementation Date Friday, 23 December 2016

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Gilbert + Tobin 37718097_1 Attachment BME_132803112_4

Attachment B — Scheme

Not reproduced here – please see Attachment C of the Scheme Booklet

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Gilbert + Tobin 37718097_1 Attachment CME_132803112_4

Attachment C — Deed Poll

Not reproduced here – please see Attachment D of the Scheme Booklet

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CScheme of

Arrangement made under

section 411 of the Corporations Act

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C. SCHEME OF ARRANGEMENT MADE UNDER SECTION 411 OF THE CORPORATIONS ACT CONTINUED

ME_132888958_1 (W2003)

Scheme of arrangement

SAI Global Limited

Each person registered as a holder of fully paid ordinary shares in Target as at the Record Date

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Contents Page


1.1 Defined terms 1

1.2 Interpretation 1

2 Preliminary matters 1

3 Conditions 1

3.1 Conditions precedent 1

3.2 Certificates 2

3.3 Termination and End Date 2

4 Implementation of this Scheme 2

4.1 Lodgement of Court orders with ASIC 2

4.2 Transfer of Scheme Shares 2

5 Consideration 3

5.1 Entitlement to Consideration 3

5.2 Provision of Consideration 3

5.3 Joint holders 4

5.4 Cancellation and re-issue of cheques 4

5.5 Unclaimed monies 5

5.6 Orders of a court 5

6 Dealings in Target Shares 5

6.1 Determination of Scheme Shareholders 5

6.2 Share Register 6

7 Quotation of Target Shares 6

8 General Scheme provisions 6

8.1 Consent to amendments to this Scheme 6

8.2 Scheme Shareholders’ agreements and warranties 7

8.3 Title to and rights in Scheme Shares 7

8.4 Appointment of sole proxy 8

8.5 Authority given to Target 8

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8.6 Binding effect of this Scheme 8

9 General 9

9.1 Stamp duty 9

9.2 Consent 9

9.3 Notices 9

9.4 Governing law and jurisdiction 9

9.5 Further action 9

9.6 No liability when acting in good faith 9

Schedule 1 — Dictionary 10

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Parties

1 SAI Global Limited ACN 050 611 642 of 680 George St, Sydney, New South Wales 2000, Australia (Target)

2 Each person registered as a holder of fully paid ordinary shares in Target as at the Record Date (Scheme Shareholders)

The parties agree


1.1 Defined terms

A term or expression starting with a capital letter which is defined in the dictionary in Schedule 1 has the meaning given to it in the dictionary.

1.2 Interpretation

The interpretation clause in Schedule 1 sets out rules of interpretation for this Scheme.

2 Preliminary matters

(a) Target is an Australian public company limited by shares, and has been admitted to the official list of ASX. Target Shares are quoted for trading on the ASX.

(b) As at [insert date], there were [insert number] Target Shares that are quoted for trading on the ASX.

(c) Bidder is a company incorporated in Singapore limited by shares.

(d) Bidder and Target have entered into the Implementation Deed in respect of (among other things) the implementation of this Scheme.

(e) This Scheme attributes actions to Bidder but does not itself impose any obligations on it to perform those actions. By executing the Deed Poll, Bidder has agreed to perform the actions attributed to it under this Scheme. By executing the Deed Poll, Bidder agrees to perform its obligations under the Deed Poll, including payment of the Consideration in accordance with the terms of this Scheme.

3 Conditions

3.1 Conditions precedent

This Scheme is conditional on and will not become Effective until and unless the following conditions precedent are satisfied:

(a) all the conditions in clause 3.1 of the Implementation Deed (other than the condition in clause 3.1(b) of the Implementation Deed relating to Court approval of this Scheme) are satisfied or waived in accordance with the terms of the Implementation Deed by the Delivery Time;F

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(b) neither the Implementation Deed nor the Deed Poll is terminated in accordance with its terms by the Delivery Time;

(c) this Scheme is approved by the Court at the Second Court Hearing under section 411(4)(b) of the Corporations Act, including with any alterations made or required by the Court under section 411(6) of the Corporations Act as are acceptable to Target and Bidder;

(d) such other conditions made or required by the Court under section 411(6) of the Corporations Act in relation to this Scheme as are acceptable to Target and Bidder are satisfied or waived; and

(e) the order of the Court made under section 411(4)(b) of the Corporations Act approving this Scheme comes into effect pursuant to section 411(10) of the Corporations Act.

3.2 Certificates

(a) Each of Target and Bidder will provide a certificate to the Court at the Second Court Hearing confirming (in respect of matters within their respective knowledge) whether or not the conditions precedent in clauses 3.1(a) and 3.1(b) above have been satisfied or waived.

(b) The certificates given by Target and Bidder constitute conclusive evidence that the conditions precedent in clauses 3.1(a) and 3.1(b) above have been satisfied or waived.

3.3 Termination and End Date

Without limiting any rights under the Implementation Deed, if:

(a) the Implementation Deed or the Deed Poll is terminated in accordance with its terms before the Scheme becomes Effective; or

(b) the Effective Date has not occurred on or before the End Date,

then each of Bidder and Target are released from any further obligation to take steps to implement the Scheme.

4 Implementation of this Scheme

4.1 Lodgement of Court orders with ASIC

For the purposes of section 411(10) of the Corporations Act, Target must lodge with ASIC an office copy of the order made by the Court under section 411(4)(b) of the Corporations Act approving this Scheme before 4:00pm on the Business Day following the day on which such office copy is received by Target or such later date as Target and Bidder agree in writing.

4.2 Transfer of Scheme Shares

On the Implementation Date:

(a) subject to the provision of the Consideration in the manner contemplated by clause 5.2(a), the Scheme Shares, together with all rights and entitlements attaching to them as at the Implementation Date, must be transferred to Bidder, without the

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need for any further act by any Scheme Shareholder (other than acts performed by Target as attorney and agent for Scheme Shareholders under clause 8.5), by:

(i) Target duly completing and executing the Scheme Transfer, duly executedon behalf of the Scheme Shareholders (as transferors), and delivering it toBidder; and

(ii) Bidder duly executing the Scheme Transfer (as transferee), attending to the stamping of the Scheme Transfer (if required) and delivering it to Target for registration; and

(b) immediately following receipt of the Scheme Transfer in accordance with clause 4.2(a), Target must enter, or procure the entry of, the name of Bidder in the Share Register in respect of all the Scheme Shares transferred to Bidder in accordance with this Scheme.

5 Consideration

5.1 Entitlement to Consideration

Subject to the terms of this Scheme, each Scheme Shareholder will be entitled to A$4.75for each Scheme Share.

5.2 Provision of Consideration

(a) In consideration for the transfer to Bidder of the Scheme Shares, Bidder will provide the Consideration by depositing (or procuring the deposit) in cleared funds an amount equal to the aggregate amount of the Consideration for all Scheme Shares into the Trust Account on the Business Day before the Implementation Date, such amount to be held by Target on trust for Scheme Shareholders(provided that any interest on the amount so deposited (less bank fees and other charges) (Accrued Interest) will accrue for the benefit of Bidder).

(b) Subject to Bidder having complied with clause 5.2(a), Target must, on the Implementation Date and from the Trust Account, pay to each Scheme Shareholder the Consideration attributable to that Scheme Shareholder based on the number of Scheme Shares held by that Scheme Shareholder as at the Record Date, which obligation will be satisfied by Target:

(i) where a Scheme Shareholder has, before the Record Date, made an election in accordance with the requirements of the Share Registry to receive dividend payments from Target by electronic funds transfer to a bank account nominated by the Scheme Shareholder, paying, or procuring the payment of, the relevant amount in Australian currency by electronic means in accordance with that election; or

(ii) whether or not a Scheme Shareholder has made an election referred to in clause 5.2(b)(i), dispatching, or procuring the dispatch of, a cheque in Australian currency for the relevant amount to the Scheme Shareholder by prepaid post to their Registered Address, such cheque being drawn in the name of the Scheme Shareholder (or in the case of joint holders, in accordance with clause 5.3).

(c) In the event that:

(i) either:

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(A) a Scheme Shareholder does not have a Registered Address; or

(B) Target as the trustee for the Scheme Shareholders believes that a Scheme Shareholder is not known at the Scheme Shareholder’s Registered Address,

and no account has been notified in accordance with clause 5.2(b)(i) or a deposit into such an account is rejected or refunded; or

(ii) a cheque issued under this clause 5 has been cancelled in accordance with clause 5.4(a),

Target as the trustee for the Scheme Shareholders may credit the amount payable to the relevant Scheme Shareholder to a separate bank account of Target(Separate Account) to be held until the Scheme Shareholder claims the amount or the amount is dealt with in accordance with the Unclaimed Money Act 1995 (NSW).To avoid doubt, if the amount is not credited to a Separate Account, the amount will continue to be held in the Trust Account until the Scheme Shareholder claims the amount or the amount is dealt with in accordance with the Unclaimed Money Act 1995 (NSW).

Until such time as the amount is dealt with in accordance with the Unclaimed Money Act 1995 (NSW), Target must hold the amount on trust for the relevant Scheme Shareholder, but any interest or other benefit accruing from the amount will be to the benefit of Bidder. An amount credited to the Separate Account or Trust Account (as applicable) is to be treated as having been paid to the Scheme Shareholder when credited to the Separate Account or Trust Account (as applicable). Target must maintain records of the amounts paid, the people who are entitled to the amounts and any transfers of the amounts.

(d) To the extent that there is a surplus in the amount held by Target as the trustee for the Scheme Shareholders in the Trust Account, that surplus may be paid by Targetas the trustee for the Scheme Shareholders to Bidder following the satisfaction of Target’s obligations as the trustee for the Scheme Shareholders under this clause 5.2.

(e) Target must pay any Accrued Interest to any account nominated by Bidder following satisfaction of Target’s obligations under clause 5.2(b) (and, in any event, on the Implementation Date).

5.3 Joint holders

In the case of Scheme Shares held in joint names:

(a) any cheque required to be sent under this Scheme will be made payable to the joint holders and sent to the holder whose name appears first in the Share Register as at the Record Date; and

(b) any other document required to be sent under this Scheme will be forwarded to the holder whose name appears first in the Share Register as at the Record Date.

5.4 Cancellation and re-issue of cheques

(a) Target may cancel a cheque issued under this clause 5 if the cheque:

(i) is returned to Target; orFor

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(ii) has not been presented for payment within six months after the date on which the cheque was sent.

(b) During the period of one year commencing on the Implementation Date, on request in writing from a Scheme Shareholder to Target (or the Share Registry) (which request may not be made until the date which is 5 Business Days after the Implementation Date), a cheque that was previously cancelled under clause 5.4(a)must be reissued.

5.5 Unclaimed monies

(a) The Unclaimed Money Act 1995 (NSW) will apply in relation to any Considerationwhich becomes 'unclaimed money' (as defined in section 7 of the Unclaimed Money Act 1995 (NSW)).

(b) Any interest or other benefit accruing from unclaimed Consideration will be to the benefit of Bidder.

5.6 Orders of a court

If written notice is given to Target (or the Share Registry) of an order or direction made by a court of competent jurisdiction or by another Government Agency that:

(a) requires payment to a third party of a sum in respect of Scheme Shares held by a particular Scheme Shareholder, which sum would otherwise be payable to that Scheme Shareholder by Target in accordance with this clause 5, then Target will be entitled to make that payment (or procure that it is made) in accordance with that order or direction; or

(b) prevents Target from making a payment to a particular Scheme Shareholder in accordance with clause 5.2(b), or such payment is otherwise prohibited by applicable law, Target will be entitled to retain an amount, in Australian dollars, equal to the amount of the relevant payment until such time as payment in accordance with this clause 5.6 is permitted by that order or otherwise by law.

6 Dealings in Target Shares

6.1 Determination of Scheme Shareholders

To establish the identity of the Scheme Shareholders, dealings in Target Shares or other alterations to the Share Register will only be recognised if:

(a) in the case of dealings of the type to be effected using CHESS, the transferee is registered in the Share Register as the holder of the relevant Target Shares at or before the Record Date; and

(b) in all other cases, registrable transfer or transmission applications in respect of those dealings, or valid requests in respect of other alterations, are received at or before the Record Date at the place where the Share Register is kept,

and Target must not accept for registration, nor recognise for any purpose (except atransfer to Bidder pursuant to this Scheme and any subsequent transfer by Bidder or its successors in title), any transfer or transmission application or other request received onor after the Record Date, or received prior to the Record Date but not in registrable or actionable form.For

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6.2 Share Register

(a) Target must register registrable transmission applications or transfers of TargetShares in accordance with clause 6.1(b) at or before the Record Date, provided that nothing in this clause 6.2(a) requires Target to register a transfer that would result in an Target Shareholder holding a parcel of Target Shares that is less than a ‘marketable parcel’ (as defined in the operating rules of ASX).

(b) If this Scheme becomes Effective, a Scheme Shareholder (and any person claiming through that holder) must not dispose of, or purport or agree to dispose of, any Scheme Shares or any interest in them after the Record Date otherwise than pursuant to this Scheme, and any attempt to do so will have no effect and Targetwill be entitled to disregard any such disposal, purported disposal or agreement.

(c) For the purpose of determining entitlements to the Consideration, Target must maintain the Share Register in accordance with the provisions of this clause 6.2until the Consideration has been paid to the Scheme Shareholders. The Share Register in this form will solely determine entitlements to the Consideration.

(d) All statements of holding for Target Shares (other than statements of holding in favour of Bidder) will cease to have effect after the Record Date as documents of title in respect of those shares and, as from that date, each entry current at that date on the Share Register (other than entries in respect of Bidder) will cease to have effect except as evidence of entitlement to the Consideration in respect of the Target Shares relating to that entry.

(e) As soon as possible after the Record Date, and in any event within one Business Day after the Record Date, Target will ensure that details of the names, Registered Addresses and holdings of Target Shares for each Scheme Shareholder as shown in the Share Register as at the Record Date are available to Bidder in the form Bidder reasonably requires.

7 Quotation of Target Shares

(a) Provided that the Scheme has been fully implemented in accordance with its terms, Target will apply to ASX to suspend trading in Target Shares with effect from the close of trading on the Effective Date.

(b) Target will apply:

(i) for termination of the official quotation of Target Shares on the ASX; and

(ii) to have itself removed from the official list of ASX,

in each case with effect on and from the close of trading on the trading day immediately following, or shortly after, the Implementation Date, as determined by Bidder.

8 General Scheme provisions

8.1 Consent to amendments to this Scheme

If the Court proposes to approve this Scheme subject to any alterations or conditions:For

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(a) Target may by its counsel consent on behalf of all persons concerned to those alterations or conditions to which Bidder has consented; and

(b) each Scheme Shareholder agrees to any such alterations or conditions which counsel for Target has consented to.

8.2 Scheme Shareholders’ agreements and warranties

(a) Each Scheme Shareholder:

(i) agrees to the transfer of their Scheme Shares to Bidder together with all rights and entitlements attaching to those shares in accordance with this Scheme;

(ii) agrees to the variation, cancellation or modification of the rights attached to their Scheme Shares constituted by or resulting from this Scheme;

(iii) agrees:

(A) that after the transfer of the Scheme Shares to Bidder, any share certificate relating to the Scheme Shares will not constitute evidence of title to those Scheme Shares; and

(B) at the direction of Bidder, to destroy any share certificates relating to the Scheme Shares; and

(iv) acknowledges that this Scheme binds Target and all Scheme Shareholders (including those who did not attend the Scheme Meeting and those who did not vote, or voted against this Scheme, at the Scheme Meeting).

(b) Each Scheme Shareholder is taken to have warranted to Bidder, and appointed and authorised Target as its attorney and agent to warrant to Bidder, that:

(i) all their Scheme Shares (including any rights and entitlements attaching to their Scheme Shares) which are transferred under this Scheme will, at the time of transfer of them to Bidder, be fully paid and free from all:

(A) mortgages, charges, liens, encumbrances, pledges, security interests(including any 'security interests' within the meaning of section 12 of the Personal Properties Securities Act 2009 (Cth)) and interests of third parties of any kind, whether legal or otherwise; and

(B) restrictions on transfer of any kind; and

(ii) they have full power and capacity to transfer their Scheme Shares to Bidder together with any rights attaching to those Scheme Shares.

8.3 Title to and rights in Scheme Shares

(a) To the extent permitted by law, the Scheme Shares (including all rights and entitlements attaching to the Scheme Shares) transferred under this Scheme will,at the time of transfer of them to Bidder, vest in Bidder free from all:

(i) mortgages, charges, liens, encumbrances, pledges, security interests (including any 'security interests' within the meaning of section 12 of the Personal Properties Securities Act 2009 (Cth)) and interests of third parties of any kind, whether legal or otherwise; and

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(ii) restrictions on transfer of any kind.

(b) Upon the Scheme becoming Effective, Bidder will be beneficially entitled to the Scheme Shares to be transferred to it under this Scheme pending registration by Target of Bidder in the Share Register as the holder of the Scheme Shares.Bidder's entitlement to be registered in the Share Register as the holder of the Scheme Shares arises on the Implementation Date in accordance with clause 4.2.

8.4 Appointment of sole proxy

Upon the Scheme becoming Effective and until Target registers Bidder as the holder of all Scheme Shares in the Share Register:

(a) each Scheme Shareholder is deemed to have irrevocably appointed Bidder as attorney and agent (and directed Bidder in each such capacity) to appoint any director, officer, secretary or agent nominated by Bidder as its sole proxy and, where applicable or appropriate, corporate representative to attend shareholders' meetings, exercise the votes attaching to the Scheme Shares registered in their name and sign any shareholders' resolution whether in person, by proxy or by corporate representative;

(b) no Scheme Shareholder may itself attend or vote at any shareholders’ meetings or sign any shareholders’ resolutions, whether in person, by proxy or by corporate representative (other than pursuant to clause 8.4(a));

(c) each Scheme Shareholder must take all other actions in the capacity of a registered holder of Scheme Shares as Bidder reasonably directs; and

(d) each Scheme Shareholder acknowledges and agrees that in exercising the powers conferred by clause 8.4(a), Bidder and any director, officer, secretary or agent nominated by Bidder under that clause may act in the best interests of Bidder as the intended registered holder of the Scheme Shares.

8.5 Authority given to Target

On the Effective Date, each Scheme Shareholder, without the need for any further act, irrevocably appoints Target and each of its directors, officers and secretaries (jointly and each of them severally) as its attorney and agent for the purpose of:

(a) enforcing the Deed Poll against Bidder; and

(b) executing any document, or doing or taking any other act, necessary, desirable or expedient to give effect to this Scheme and the transactions contemplated by it, including executing the Scheme Transfer,

and Target accepts such appointment. Target, as attorney and agent of each Scheme Shareholder, may sub-delegate its functions, authorities or powers under this clause 8.5to all or any of its directors, officers or employees (jointly, severally or jointly and severally).

8.6 Binding effect of this Scheme

This Scheme binds Target and all of the Scheme Shareholders (including those who did not attend the Scheme Meeting and those who did not vote, or voted against this Scheme, at the Scheme Meeting) and, to the extent of any inconsistency, overrides the constitution of Target.For

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9 General

9.1 Stamp duty

Bidder will:

(a) pay all stamp duty (if any) and any related fines and penalties payable on or in respect of the transfer by the Scheme Shareholders of the Scheme Shares to Bidder pursuant to this Scheme or the Deed Poll; and

(b) indemnify each Scheme Shareholder against any liability incurred by the Scheme Shareholder arising from failure to comply with clause 9.1(a).

9.2 Consent

Each Scheme Shareholder consents to Target and Bidder doing all things necessary or incidental to give full effect to the implementation of this Scheme and the transactions contemplated by it.

9.3 Notices

(a) If a notice, transfer, transmission application, direction or other communication referred to in this Scheme is sent by post to Target, it will not be taken to be received in the ordinary course of post or on a date and time other than the date and time (if any) on which it is actually received at Target’s registered office or at the office of the Share Registry.

(b) The accidental omission to give notice of the Scheme Meeting or the non-receipt of such notice by an Target Shareholder will not, unless so ordered by the Court, invalidate the Scheme Meeting or the proceedings of the Scheme Meeting.


(a) This Scheme is governed by the laws in force in New South Wales.

(b) The parties irrevocably submit to the non-exclusive jurisdiction of courts exercising jurisdiction in New South Wales and courts competent to determine appeals from those courts in respect of any proceedings arising out of or in connection with this Scheme. The parties irrevocably waive any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.

9.5 Further action

Target must do all things and execute all documents necessary to give full effect to this Scheme and the transactions contemplated by it.

9.6 No liability when acting in good faith

None of Target, Bidder, or any of their respective Representatives, will be liable for anything done or omitted to be done in the performance of this Scheme or the Deed Poll in good faith.For

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Schedule 1 — Dictionary

1 Dictionary

Accrued Interest has the meaning given in clause 5.2(a).


ASX means ASX Limited ABN 98 008 624 691 or, as the context requires, the financial market operated by it known as the “Australian Securities Exchange”.

Bidder means Casmar Holding Pte Ltd.

Business Day means a week day on which trading banks in Sydney are open for trading and the ASX is open for trading.

CHESS means the Clearing House Electronic Subregister System operated by ASX Settlement Pty Limited and ASX Clear Pty Limited.


Court means the Federal Court of Australia or such other court of competent jurisdiction under the Corporations Act agreed to in writing by Target and Bidder.

Deed Poll means the deed poll dated [insert] under which Bidder covenants in favour of Scheme Shareholders to provide the Consideration in accordance with the terms of thisScheme.

Delivery Time means, in relation to the Second Court Date, 2 hours before the commencement of the hearing or if the commencement of the hearing is adjourned, the commencement of the adjourned hearing, of the court to approve the Scheme in accordance with section 411(4)(b) of the Corporations Act.

Effective means the coming into effect, pursuant to section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) of the Corporations Act in relation to this Scheme.

Effective Date means the date on which this Scheme becomes Effective.

End Date means the date that is 6 months after the date of execution of the Implementation Deed or such later date as Bidder and Target agree in writing.


Implementation Deed means the scheme implementation deed dated 26 September 2016 between Bidder and Target relating to (among other things) the implementation of this Scheme.For

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Implementation Date means the fifth Business Day after the Record Date or such other date as the parties to the Implementation Deed agree in writing.

Listing Rules means the official listing rules of ASX.

Record Date means 7:00pm on the fifth Business Day after the Effective Date of the Scheme or such other date after the Effective Date as Bidder and Target agree in writing.

Registered Address means, in relation to an Target Shareholder, the address shown in the Share Register as at the Record Date.

Target Share means a fully paid ordinary share in the capital of Target.

Target Shareholder means a holder of one or more Target Shares, as shown in the Share Register.

Scheme means this scheme of arrangement subject to any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act and agreed to by Bidder and Target.

Consideration means, in respect of each Scheme Share, A$4.75.

Scheme Meeting means the meeting of Target Shareholders ordered by the Court to be convened under section 411(1) of the Corporations Act.

Scheme Share means an Target Share held by a Scheme Shareholder as at the Record Date.

Scheme Shareholder means an Target Shareholder as at the Record Date.

Scheme Transfer means one or more proper instruments of transfer in respect of theScheme Shares for the purposes of section 1071B of the Corporations Act, which may be or include a master transfer of all or part of the Scheme Shares.

Second Court Date means the first day on which an application made to the Court for an order under section 411(4)(b) of the Corporations Act approving this Scheme is heard (or, if the application is adjourned or subject to appeal for any reason, the day on which the adjourned application is heard), with such hearing being the Second Court Hearing.

Share Register means the register of Target Shareholders maintained in accordance with the Corporations Act.

Share Registry means Link Market Services ABN 54 083 214 537 of Level 12, 680 George Street, Sydney NSW 2000.

Trust Account means an Australian dollar denominated trust account which attracts interest at a commercial rate and is operated by Target as trustee for the Scheme Shareholders, details of which Target must notify to Bidder no later than 5 Business Days before the Implementation Date. To avoid doubt, any Accrued Interest on funds in the Trust Account will not be held by Target on trust for the Scheme Shareholders but rather will be held by Target on trust for Bidder.

2 Interpretation

In this Scheme, the following rules of interpretation apply unless the contrary intention appears.

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(a) Headings are for convenience only and do not affect the interpretation of this Scheme.

(b) The singular includes the plural and vice versa.

(c) Words that are gender neutral or gender specific include each gender.

(d) Where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.

(e) The words “include”, “including” and similar expressions are not words of limitation and do not limit what else might be included.

(f) A reference to:

(i) a person includes a natural person, estate of a natural person, partnership, joint venture, government agency, association, corporation or other body corporate or entity (as that term is defined in section 64A of the Corporations Act);

(ii) a thing (including a chose in action or other right) includes a part of that thing;

(iii) a party includes its successors and permitted assigns;

(iv) a document includes all amendments or supplements to that document;

(v) a clause, term, party, schedule or attachment is a reference to a clause or term of, or a party, schedule or attachment to, this Scheme (as applicable);

(vi) this Scheme includes all schedules to it;

(vii) a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity or a Listing Rule and is a reference to that law as amended, consolidated or replaced;

(viii) an agreement (other than this Scheme) includes an undertaking or legally enforceable arrangement or understanding (whether or not in writing);

(ix) a time period includes the date referred to as that on which the period begins and the date referred to as that on which the period ends;

(x) a monetary amount is in Australian dollars; and

(xi) time is to Sydney, Australia time.

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D. DEEP POLL CONTINUED

ME_132888550_2

Deed poll

Casmar Holdings Pte. Limited

In favour of each person registered as a holder of fully paid ordinary shares in SAI Global Limited ACN 050 611 642 as at the Record Date

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Contents Page


1.1 Defined terms 1

1.2 Interpretation 1

1.3 Nature of deed poll 1

2 Conditions 1

2.1 Conditions 1

2.2 Termination 2

2.3 Consequences of termination 2

3 Scheme obligations 2

4 Warranties 2

5 Continuing obligations 2

6 Further assurances 3

7 General 3

7.1 Stamp duty 3

7.2 Notices 3

7.3 Cumulative rights 4

7.4 Waiver and variation 4

7.5 Governing law and jurisdiction 5

7.6 Assignment 5

7.7 Counterparts 5

Execution page 6

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Date:

Parties

1 Casmar Holdings Pte. Limited (a body incorporated in the Republic of Singapore) of 1 Raffles Place, #13-01 One Raffles Place, Singapore 048616 (Bidder)

2 In favour of each person registered as a holder of fully paid ordinary shares in SAI Global Limited ACN 050 611 642 (Target) as at the Record Date (Scheme Shareholders)

Background

A Bidder and Target have entered into the Implementation Deed, under which Bidder is to pay the Consideration and acquire all Scheme Shares held by Scheme Shareholders under the Scheme, and also under which Bidder has agreed to enter into this deed poll.

B Bidder is entering into this deed poll for the purpose of covenanting in favour of the Scheme Shareholders to procure and undertake the actions attributed to Bidder under the Scheme.

The parties agree


1.1 Defined terms

Unless the context otherwise requires, terms defined in the Scheme have the same meaning when used in this deed poll.

1.2 Interpretation

Clause 2 of Schedule 1 to the Scheme applies to the interpretation of this deed poll, except that references to ‘Scheme’ are to be read as references to ‘deed poll’.

1.3 Nature of deed poll

Bidder acknowledges and agrees that:

(a) this deed poll may be relied on and enforced by any Scheme Shareholder in accordance with its terms even though the Scheme Shareholders are not party to it; and

(b) under the Scheme, each Scheme Shareholder irrevocably appoints Target and each of its directors, officers and secretaries (jointly and each of them severally) as its agent and attorney to enforce this deed poll against Bidder.

2 Conditions

2.1 Conditions

The obligations of Bidder under this deed poll are subject to the Scheme becoming Effective.For

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2.2 Termination

The obligations of Bidder under this deed poll will automatically terminate and the terms of this deed poll will be of no further force or effect if:

(a) the Implementation Deed is terminated in accordance with its terms; or

(b) the Scheme does not become Effective by the End Date.

2.3 Consequences of termination

If this deed poll is terminated under clause 2.2, in addition and without prejudice to any other available rights, powers or remedies:

(a) Bidder is released from its obligations to further perform this deed poll; and

(b) each Scheme Shareholder retains the rights they have against Bidder in respect of any breach of this deed poll which occurs before it was terminated.

3 Scheme obligations

Subject to clause 2, Bidder undertakes in favour of each Scheme Shareholder to:

(a) deposit (or procure the deposit of) the aggregate amount of the Consideration for all Scheme Shares in cleared funds into the Trust Account; and

(b) undertake all other actions attributed to it under the Scheme,

in each case subject to and in accordance with the terms of the Scheme.

4 Warranties

Bidder represents and warrants that:

(a) it is a corporation validly existing under the laws of its place of incorporation;

(b) it has the corporate power to enter into and perform its obligations under this deed poll and to carry out the transactions contemplated by this deed poll;

(c) it has taken all necessary corporate action to authorise its entry into this deed poll and has taken or will take all necessary corporate action to authorise the performance by it of this deed poll;

(d) this deed poll is valid and binding on it and is enforceable against it in accordance with its terms; and

(e) this deed poll does not conflict with, or result in the breach of or default under, any provision of its constitution, or any writ, order or injunction, judgment, law, rule or regulation to which it is a party or subject or by which it is bound.

5 Continuing obligations

This deed poll is irrevocable and, subject to clause 2, remains in full force and effect until:For

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(a) Bidder has fully performed its obligations under this deed poll; or

(b) the earlier termination of this deed poll under clause 2.2.

6 Further assurances

Bidder will, at its own expense, do all things reasonably required of it and execute all documents reasonably necessary to give full effect to this deed poll and the transactions contemplated by it.

7 General

7.1 Stamp duty

Bidder must:

(a) pay or procure the payment of all stamp duty (if any) and any related fines and penalties payable on or in respect of the transfer by the Scheme Shareholders of the Scheme Shares to Bidder pursuant to the Scheme or this deed poll; and

(b) indemnify each Scheme Shareholder against any liability arising from failure to comply with clause 7.1(a).

7.2 Notices

(a) Any notice or other communication to Bidder in connection with this deed poll must be:

(i) in legible writing in English;

(ii) signed by the person making the communication or that person’s duly authorised agent; and

(iii) given by hand delivery, pre-paid post or email in accordance with the details set out below:

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Bidder

Attention:

Address:

Fax:

Email:

with a copy (for information purposes only) to:

(b) Subject to clause 7.2(c), any notice or other communication given in accordance with clause 7.2(a) will be deemed to have been duly given as follows:

(i) if delivered by hand, on delivery;

(ii) if sent by pre-paid post, on receipt; and

(iii) if sent by email:

(A) when the sender receives an email from the recipient confirming receipt of the email; or

(B) when the sender receives an automated message from the intended recipient's information system confirming delivery of the email,

whichever happens first.

(c) Any notice or other communication that, pursuant to clause 7.2(b), would be deemed to be given:

(i) other than on a Business Day or after 5:00pm on a Business Day is regarded as given at 9:00am on the following Business Day; and

(ii) before 9:00am on a Business Day is regarded as given at 9:00am on that Business Day,

where references to time are to time in the place the recipient is located.

7.3 Cumulative rights

The rights, powers and remedies of Bidder and the Scheme Shareholders under this deed poll are cumulative with and do not exclude the rights, powers or remedies provided by law independently of this deed poll.

7.4 Waiver and variation

(a) A party waives a right under this deed poll only by written notice that it waives that right. A waiver is limited to the specific instance to which it relates and to the specific purpose for which it is given.

(b) Failure to exercise or enforce, a delay in exercising or enforcing or the partial exercise or enforcement of any right, power or remedy provided by law or under this deed poll by any party will not in any way preclude, or operate as a waiver of,

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any exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy provided by law or under this deed poll.

(c) A provision of this deed poll may not be varied unless:

(i) if before the First Court Date (as defined in the Implementation Deed), the variation is agreed to by Target in writing; or

(ii) if on or after the First Court Date (as defined in the Implementation Deed),the variation is agreed to by Target in writing and the Court indicates that the variation would not of itself preclude approval by the Court of the Scheme,

in which event Bidder must enter into a further deed poll in favour of the Scheme Shareholders giving effect to the variation.


(a) This deed poll is governed by the laws in force in New South Wales.

(b) The parties irrevocably submit to the non-exclusive jurisdiction of courts exercising jurisdiction in New South Wales and courts competent to determine appeals from those courts in respect of any proceedings arising out of or in connection with this deed poll. The parties irrevocably waive any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.

7.6 Assignment

(a) The rights created by this deed poll are personal to Bidder and each Scheme Shareholder and must not be dealt with at law or in equity without the prior written consent of Bidder.

(b) Any purported dealing in contravention of clause 7.6(a) is invalid.

7.7 Counterparts

This deed poll may be executed in counterparts, all of which taken together constitute one document.

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ME_132888550_2

Execution page

Executed as a deed poll.

Signed sealed and delivered by Casmar Holdings Pte. Limited in the presence of:

Signature of witness Signatory of authorised signatory

Name of witness (print) Name of authorised signatory

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EIndependent Expert’s Report

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KPMG Corporate Finance ABN: 43 007 363 215 A division of KPMG Financial Advisory Services (Australia) Pty Ltd Australian Financial Services Licence No. 246901 10 Shelley Street Sydney NSW 2000 P O Box H67 Australia Square 1215 Australia

Telephone: +61 2 9335 7000 Facsimile: +61 2 9335 7001 DX: 1056 Sydney www.kpmg.com.au

ABCD

KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

INDEPENDENT EXPERT’S REPORT AND FINANCIAL SERVICES GUIDE

PART ONE – INDEPENDENT EXPERT’S REPORT

IntroductionOn 26 September 2016, SAI Global Limited (SAI or the Company) announced that it had entered into a binding Scheme Implementation Deed (SID) with Baring Asia BidCo1, a wholly owned subsidiary of the Baring Asia Private Equity Fund VI (Baring Asia), (collectively Baring Asia Group) to acquire all of the shares in SAI, not already held by Baring Asia or its associates2. The proposed acquisition will proceed by way of a Scheme of Arrangement (the Scheme).

Under the terms of the Scheme, the holders of SAI’s shares (SAI Shareholders) will receive for each fully paid ordinary share of SAI (SAI Share) held on the Record Date3, $4.75 in cash per SAI Share (Scheme Consideration), subject to all applicable conditions being satisfied or waived and the Scheme being implemented.

Details of the Scheme are discussed further in Section 5 of this report.

1 Baring Asia BidCo means Casmar Holdings Pte Limited2 Baring Asia currently has an economic exposure to 9.25 million SAI Shares representing approximately 4.3% of the ordinary shares on issue3 Record Date refers to 7.00pm (Sydney time) on the fifth business day after the date on which the Scheme becomes effective (Effective Date), being the date and time which determines the entitlement of SAI Shareholders to Scheme Consideration for implementation of the Scheme (Record Date)

Privileged and confidentialThe DirectorsSAI Global LimitedLevel 37680 George StreetSydney, NSW 2000

28 October 2016

Dear Directors

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E. INDEPENDENT EXPERT’S REPORT CONTINUED

SAI Global LimitedIndependent Expert’s Report

28 October 2016

© 2016 KPMG Financial Advisory Services (Australia) Pty Ltd, an affiliate of KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International.

2

ABCD

SAI is a global provider of risk management products and services which helps to implement, execute and sustain integrated risk management strategies. Its solutions include risk management software, standards and regulatory content, ethics and compliance learning, risk assessments, certification, testing and audits.It is also a provider of settlement and business process outsourcing (BPO) related services including company, personal and property information.

SAI consists of two operating divisions:

• Risk Management Solutions division comprising Risk Software, Learning, Assurance and Knowledge

• Property Services division providing two core areas of service, BPO for mortgage services and Information Broking and data services.

SAI is listed on the Australian Securities Exchange (ASX) with the head office located in Sydney, Australia. The Company operates across 29 countries with 51 locations across Australia, Europe, North America, South Africa and Asia. Immediately prior to the announcement of the Scheme, on 23 September2016, SAI had a market capitalisation of $764.2 million.

The investment funds comprising Baring Asia are advised by Baring Private Equity Asia Group Limited(together with its related advisory entities)(Baring Private Equity Asia) which is an independent alternative asset management firm in Asia. It advises funds with total committed capital of over US$10 billion. The firm runs a pan-Asian investment program, sponsoring buyouts and providing growth capital for expansion or acquisitions, as well as a private credit and a pan-Asian real estate private equity investment program. The firm has been investing in Asia since its formation in 1997 and has over 140 employees located across offices in Hong Kong, China, India, Japan and Singapore.

The Directors of SAI have requested that KPMG Financial Advisory Services (Australia) Pty Ltd (of which KPMG Corporate Finance is a division) (KPMG Corporate Finance) prepare an independent expert’s report setting out whether the Scheme is in the best interests of SAI Shareholders.

In the absence of a superior proposal and subject to an independent expert opining that the Scheme is in the best interests of SAI Shareholders, each SAI Director intends to vote all shares held by them in favour of the Scheme.

This report sets out the opinion of KPMG Corporate Finance as to the merits or otherwise of the Scheme. This report should be considered in conjunction with and not independently of the information set out in the Notice of Meeting and Explanatory Statement (Scheme Booklet).

The Scheme is subject to the satisfaction of a number of conditions which are outlined in Section 5.2 of this report and described in Section 1.2 of the Scheme Booklet.

Further information regarding KPMG Corporate Finance as it pertains to the preparation of this report is set out in Appendix 1.

KPMG Corporate Finance’s Financial Services Guide is contained in Part Two of this report.

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3

ABCD

Requirements for our report The Directors of SAI have requested that KPMG Corporate Finance prepare a report in accordance with Section 411 of the Corporations Act 2001 (Cth) (Corporations Act) and the guidance provided by the Australian Securities and Investments Commission (ASIC).

Section 411(3) of the Corporations Act requires that an explanatory statement issued in relation to a proposed scheme of arrangement under Section 411 of the Corporations Act include information that is material to the making of a decision by a creditor or member as to whether or not to agree with the relevant proposal.

Part 3 Schedule 8 of the Corporations Regulations 2001 (Cth) (Corporations Regulations) specifies that the information to be lodged with ASIC must include a report prepared by an expert:

• if the other party to a reconstruction in a scheme of arrangement holds at least 30% of the company; or

• where the parties to the reconstruction have common directors.

The report prepared by the expert must state whether, in the expert’s opinion, the proposed scheme of arrangement is in the best interests of the members of the body as a whole and set out the expert’s reason(s) for forming that opinion.

Even where an independent expert’s report is not strictly required by the law (as is the current situation), it is not uncommon for directors to commission one to ensure they are providing the information that is material to the making of a decision by a creditor or member.

In undertaking our work, we have referred to guidance provided by ASIC in its Regulatory Guides, in particular Regulatory Guide 111 ‘Content of expert reports’ (RG 111), which outlines the principles and matters which it expects a person preparing an independent expert’s report to consider when providing an opinion on whether a transaction is “fair and reasonable, and therefore in the best interests” of shareholders.

Further details of the relevant technical requirements and the basis of assessment in forming our opinion are set out in Section 6 of this report.

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28 October 2016


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ABCD

Opinion for SAI ShareholdersIn our opinion, the Scheme is in the best interests of SAI Shareholders, in the absence of a superior proposal.

In arriving at this opinion, we have assessed whether the Scheme is:

fair, by comparing the Scheme Consideration to our assessed value of a SAI Share on a controlling interest basis. This approach is in accordance with the guidance set out in RG 111

reasonable, by assessing the implications of the Scheme for SAI Shareholders, the alternatives to the Scheme which are available to SAI and SAI Shareholders, and the consequences for SAI Shareholders of not approving the Scheme.

Our assessment has concluded that the Scheme is fair and reasonable. As such, we have in accordance with RG 111, concluded that the Scheme is in the best interests of SAI Shareholders.

Background

SAI having listed on the ASX in 2003, implemented acquisition strategies to drive inorganic growth and facilitate expansion of its product lines into new markets. This has resulted in SAI having a global footprint that extends across 29 countries, throughout APAC, the Americas and EMEA.

SAI received an unsolicited, indicative, conditional and non-binding proposal from Pacific Equity Partners (PEP) to acquire 100% of SAI, on 26 May 2014. This led to SAI undertaking a lengthy strategic review process from 1 June 2014 to 13 October 2014.

Following the extended review process and ultimately the lack of a binding offer, SAI management were able to re-focus their attention to operational improvements and identified growth opportunities. A reorganisation from 1 July 2015 of SAI into a regionally managed Risk Management Solutions and a standalone Australian Property Services division was implemented. This reorganisation was to drive growth and efficiencies in order to better position the business against challenges from technological change and digital disruption.

In particular, SAI has a number of short to medium term challenges which will impact on the growth strategy including:

• the outstanding dispute resolution procedures with Standards Australia as well as pending changes to the Publishing Licence Agreement (PLA) in relation to the option to review ‘market terms’ for a further five years from December 2018

• the increased industry focus on digital disruption to the Assurance product and the Property Services division, particularly the BPO services.

The benefits of driving a more cost effective operating model and increased sales and marketing focus has taken time to realise with both revenue and earnings results in FY16 being relatively flat, in constant currency terms.

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5

ABCD

Despite these challenges, SAI remains an attractive target. It has diverse recurring revenue streams, with low customer concentration. Further, the Assurance business has received a number of expressions of interest from potential acquirers.

In considering the merits of the Scheme it is important to balance the prospects for continued growth in earnings against the time required for implementation of the current strategy, the emerging challenges from technology and disruption to the core services and the capital required for technological improvements and new services.

Whilst SAI has put in place a framework and operating structure to address these matters and to drive growth and achieve value in the future, achieving this will take time and carry risks. It is in this context that KPMG Corporate Finance has assessed the Scheme Consideration of $4.75 cash per SAI Share.

Assessment of fairness

In forming our view as to the value of SAI we have considered a series of factors including SAI’s earnings profile, market position and growth prospects. As required by RG 111 we have valued SAI on a controlling interest basis assuming that the Scheme was for 100% of the shares, notwithstanding the current shareholding of associates of Barings Asia (4.3% of the ordinary shares on issue).

We have assessed the value of a SAI Share to be in the range $4.31 to $4.90. This is comparable to the Scheme Consideration of $4.75 per SAI Share. As the Scheme Consideration falls within our assessed value range for a SAI Share, we consider the Scheme to be fair.

Our analysis of the fairness of the Scheme is detailed further in Section 3.1 below.

Assessment of reasonableness

In accordance with RG 111, an offer is reasonable if it is fair. As we have assessed the Scheme to be fair, this means that the Scheme is reasonable. However, we have also considered a range of other factors that are relevant to assessing the reasonableness of the Scheme and which on balance, support a reasonableness conclusion.

These include:

• the Scheme Consideration represents a substantial premium to the trading price of SAI before the announcement of the Scheme. Therefore, the Scheme represents the best opportunity for Scheme shareholders to realise a control value for their shares in the absence of a superior proposal

• the Scheme Consideration is in cash and allows the SAI Shareholders to immediately realise the value from their investment and provides certainty of the pre-tax amount they will receive

• no superior alternative proposal has emerged since announcement of the Scheme. Accordingly, the Scheme represents a clear opportunity for the SAI Shareholders to monetise their investment at a significant premium to the pre-announcement trading prices

• in the absence of the Scheme or a superior alternative proposal, the SAI share price is likely to fall to levels which do not reflect a control premium.For

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SAI Shareholders should also consider the general tax implications associated with the Scheme, the number of conditions which if not satisfied will result in the Scheme not being implemented and the transaction costs which will be incurred irrespective of whether the Scheme is implemented.

Our analysis of the reasonableness of the Scheme is detailed further in Section 3.2 below.

The decision of whether or not to approve the Scheme is a matter for individual shareholders based on their views as to value, expectations about future market conditions and their particular circumstances including investment strategy and portfolio, risk profile and tax position. SAI Shareholders should consult their own professional adviser, if in doubt, regarding the action they should take in relation to the Scheme.

3.1 The Scheme is fair to SAI ShareholdersWe have valued 100% of the equity in SAI in the range of $949.3 million to $1,080.7 million, which corresponds to a value of $4.31 to $4.90 per SAI Share.

Our valuation reflects 100% ownership of SAI and therefore incorporates a control premium. Therefore, we would expect the valuation to be in excess of the price at which SAI Shares would trade on the ASX in the absence of a takeover offer. In assessing an appropriate premium for control in accordance with RG 111, we have only considered those synergies and benefits which would be available to more than one potential purchaser (or a pool of potential purchasers) of SAI. As such, we have not included the value of special benefits that may be unique to the bidder.

Our valuation is set out in Section 9 of this report and summarised below.

Table 1: Valuation summary

Source: KPMG Corporate Finance analysisNote 1: Adjusted net debt includes a negative cash adjustment to reflect the payment of the final dividend and proceeds from SAI

OptionsNote 2: Table may not cast due to rounding

Section Value range$ million reference Low HighMaintainable Risk Management Solutions earnings (EBITDA) 9.3.2 115.8 115.8EBITDA multiple (on a control basis) 9.3.3 9.0 10.0Value of Risk Management Solutions division 1,042.2 1,158.0Maintainable Property Services earnings (EBITDA) 9.3.2 34.1 34.1EBITDA multiple (on a control basis) 9.3.3 8.0 9.0Value of Property Services division 272.6 306.6Maintainable Corporate Services cost allocation 9.3.2 (18.5) (18.5)EBITDA multiple (on a control basis) 9.3.3 9.0 10.0Capitalisation of Corporate Services (166.3) (184.8)Total value of operations 9.3 1,148.5 1,279.9Less: Adjusted net debt1 9.4 (199.2) (199.2)Other assets and liabilities 9.5 - -Value of equity 949.3 1,080.7Fully diluted shares on issue (millions) 9.6 220.4 220.4Value per SAI Share ($) 4.31 4.90

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Our valuation of the shares in SAI is based on a sum-of-the-parts (SOTP) of the operating divisions and takes into consideration:

• the expected future maintainable earnings of SAI’s two operating divisions, Risk Management Solutions and the Property Services, acknowledging the impact of non-recurring items on recent financial performance

• our assessment of appropriate multiples to be applied to the selected maintainable earnings. Different multiple ranges have been applied to the Risk Management Solutions division and the Property Services division taking into consideration the nature of the businesses, growth expectations, and exposure to the economic environment and outlook

• the costs associated with Corporate Services, which reflect the costs associated with running the Company’s headquarters in Sydney, Australia and the costs as a listed entity

• net debt is based upon gross outstanding debt and cash balance as at 30 June 2016 adjusted for the payment of the FY16 final dividend of 9.5 cents4 and receipt of proceeds associated with the exercise of the SAI Options

• dilution of shares through the vesting of Incentive Securities5 under the Scheme.

We have cross-checked our valuation of SAI by comparing it to a high level discounted cash flow (DCF) and share trading analysis, respectively. In this regard:

• the high level DCF analysis prepared supports our valuation of SAI, discussed in Section 9.7.1 of this report

• the SAI Share price analysis, discussed in Section 9.7.2 of this report, does not suggest that our valuation is inappropriate.

The key factors considered in our assessment of the value of SAI are set out below.

• Size and market position. SAI is exposed to the testing, inspection and certification (TIC) industry, with a significant proportion of revenue and earnings generated from this industry. Despite strong market positions both domestically and globally within a number of its product lines, including Knowledge, Assurance and Property Services, it is relatively smaller in size to its peers which limits SAI’s economies of scale capabilities and funding capacity. Additionally, the industry for standards, certification and assurance services is a competitive market with low barriers to entry, and thus maintaining a competitive advantage, in light of technological advances is challenging

• Earnings profile and growth prospects. The underlying characteristics of the services SAI provide gives rise to a strong level of recurring revenue from a diverse customer base, supporting a stable earnings profile. However, there are also potential challenges which may impact future earnings,

4 The FY16 final dividend was paid on 23 September 20165 Incentive Securities include SAI Performance Rights and SAI Options on issue on the Record Date excluding SAI Options and SAI Performance Rights issued on 12 September 2016 (Rollover Incentive Securities)F

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including the risks associated with the upcoming renegotiation of the terms for the PLA at the end of 2018 and the potential impact from Property Exchange Australia (PEXA)6 in relation to the Property Service division due to changes to mortgage processing solutions. The growth prospects for SAI are relatively modest with brokers’ consensus forecasts for underlying EBITDA growth expected to be3.6% in FY17 and 5.9% in FY18

• Foreign currency exposure. SAI’s exposure to foreign currency increases the earnings volatility driven by foreign exchange rate fluctuations

• Industry outlook. The diversity of SAI’s products means it is impacted by the differing outlook in a number of industries. The key points that would impact SAI are discussed as follows:

• the Assurance product is challenged with rapid consolidation and digital disruption. However, there are favourable long term industry trends in food. The continued growth in food audits and inspections presents a significant opportunity for SAI

• the increasing demand as companies are migrating from in-house solutions to vendor integrated platforms will drive growth in Governance, Risk and Compliance (GRC) software, with the Risk Software product well positioned to capitalise upon this growth in its key US market

• the Knowledge product is highly correlated to the Standards industry, which is influenced by the timing of release of new standards or revision to existing standards. However, with the increasing levels of globalisation and international trade, there is an increased demand for a single international standards regime which would likely impact the industry

• should PEXA become widely accepted in the Australian property sector, the current settlement process will be disrupted. However, uncertainty exist as to the timing and acceptance of the service.

• Synergies. Our valuation is of 100% of SAI and therefore incorporates a control premium. In assessing an appropriate premium for control in accordance with RG 111, we have only considered those synergies and benefits which would be available to more than one potential purchaser (or a pool of potential purchasers) of SAI. As such, our valuation of SAI has been determined without regard to the specific bidder and therefore we have not included the value of special benefits that may be unique to Baring Asia.

6 PEXA is a national online conveyancing platform For

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Assessment of fairness

A comparison of our assessed value per SAI Share on a control basis to the Scheme Consideration is illustrated below.

Figure 1: Comparison of the Scheme Consideration offered to the assessed value

Source: KPMG Corporate Finance analysis

According to RG 111, the Scheme should be considered fair if the consideration offered to SAI Shareholders is equal to or higher than our assessed value of a SAI Share.

As the Scheme Consideration of $4.75 per SAI Share falls within our assessed value range for a SAI Share, we consider the Scheme to be fair.

$4.31

$4.75

$4.90

$4.00 $4.20 $4.40 $4.60 $4.80 $5.00 $5.20 $5.40

Value per SAIShare

SchemeConsideration

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3.2 The Scheme is reasonable to SAI Shareholders

The consideration offered under the Scheme represents a substantial premium to the trading price of SAI Shares prior to the announcement of the Scheme

The Scheme Consideration premium is substantial to the closing share price, the Volume Weighted Average Price (VWAP) of a SAI Share five days prior, one month prior and six months prior to 23 September 2016, being the day prior to the announcement of the Scheme, as set out below.

Figure 2: Premium of consideration offered over the SAI Share price

Source: IRESS, S&P CapitalIQ, KPMG Corporate Finance analysis

In assessing the premium implied by the Scheme Consideration, we note:

it is commonly accepted that acquirers of 100% of a business should pay a premium over the value implied by the trading price of a share to reflect their ability to obtain control over the target’s strategy and operations, as well as extract synergies from integration. Observations from transaction evidence indicate that takeover premiums concentrate around a range between 20% and 35%7 for completed takeovers, depending on the individual circumstances of the specific transaction. In transactions where it was estimated that significant synergies could be achieved, the takeover premium was frequently estimated to be at the high end of this range or greater. We note that the observed premium is at the upper end of this range

7 KPMG Corporate Finance analysis based on Mergerstat data for Australian transactions completed between 2001 and 2016, comparing the closing price of the target company one day prior to the takeover announcement to the final offer price.F

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the premium to traded prices over the past six months is relatively consistent, reflecting a period of stabilised trading

the premium offered over SAI trading price likely reflects a combination of the synergies and efficiencies available from full control and cost savings available as a result of delisting SAI from the ASX.

Post announcement of the Scheme, SAI Shares have traded at a level supported by the existence of the Scheme. The small discount of the traded price to the Scheme Consideration reflects, in our view, the market’s assessment of the potential for either the Scheme not to proceed or for it to fail to clear the required regulatory approvals.

The Scheme provides an exit to SAI Shareholders at a price which is certain and free from transaction costs

The Scheme offers SAI Shareholders an opportunity to exit their investment in SAI at a price that is certain and which incorporates a value for control as noted above. Whilst liquidity in the trading of SAI Shares is sufficient to give SAI Shareholders confidence that they would be able to exit their investment at a time of their choosing in the future, there is no certainty as to the price at which SAI Shareholders would realise their investment at that time. In addition, any future on-market sale by SAI Shareholders would likely incur transaction costs, which will be avoided by approving the Scheme.

By exiting their investment in SAI, SAI Shareholders will not participate in the potential longer term benefits from any future development of the business

Whilst SAI’s strategy is to continue to grow its business this is not without risks to the SAI Shareholders.SAI is well-positioned to capitalise on its global footprint and the expected growth in Risk Software however, there are a number of risks associated with an investment in SAI. These are detailed in Section 6.3 of the Scheme Booklet.

By exiting their investment in SAI, SAI Shareholders will not participate in the potential longer term benefits from any future development of the business, nor be exposed to any of SAI’s future risks, including potential subdued total shareholder returns in the short-to-medium term, from the capital reinvestment required for technology and increasing exposure from overseas regions.

No alternative proposal has been presented to the market and the likelihood of an alternative proposal emerging at this time is considered low

No superior alternative proposal has emerged since announcement of the Scheme. Accordingly, the Scheme represents at this point in time the only opportunity for SAI Shareholders to monetise their investment at a significant premium to the pre-Announcement trading price.

Under the SID, SAI is restricted from either soliciting or entering into discussions with third parties in relation to alternative proposals. SAI is also required to notify Baring Asia should it become aware of any possible alternative proposal and Baring Asia has a last right to match a competing proposal. Further, under certain circumstances SAI would be required to pay a break fee to Baring Asia of approximately $10.8 million. F

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Although the likelihood of a superior alternative proposal is impacted by these terms, it does not preclude an alternative proposal from being made. The Directors of SAI would be required under their fiduciary duties to consider the merits of an alternative proposal should it arise.

SAI’s share price will likely fall

The current share price of SAI reflects the terms of the Scheme and therefore includes a control element. As such, in the absence of the Scheme, an alternative proposal or speculation concerning an alternative proposal, the SAI share price is likely to fall to levels consistent with trading prices prior to the announcement of the Scheme with allowance for any company specific initiatives or financial achievements in the subsequent period which the market may assess as value enhancing, and the impact of trends in broader equity markets.

3.3 Other considerationsIn forming our opinion, we have also considered a number of other factors, as detailed below, which we do not consider impacts our assessment of the reasonableness of the Scheme, but we consider it necessary for SAI Shareholders to be aware of.

One-off transaction costs

SAI management has estimated total one-off transaction costs in relation to the Scheme to be approximately $12.5 million on a pre-tax basis, of which approximately $2.5 million will have been paid, or committed, prior to the Scheme Meeting.

One-off transaction costs associated with the Scheme primarily relate to adviser, legal and expert fees, as well as other costs associated with the Scheme.

The Scheme is subject to the satisfaction of a number of conditions

There are a number of conditions which if not satisfied will result in the Scheme not being implemented. In particular, approval is required from Australia’s Foreign Investment Review Board (FIRB).

If the Scheme is not approved, SAI Shareholders would continue to hold their existing shareholding in SAI.

Taxation implications for SAI shareholders

Section 7 of the Scheme Booklet sets out a general description of the tax consequences for SAI Shareholders who hold their shares on capital account. If the Scheme is implemented, those shareholders will be deemed to have disposed of their SAI Shares and the disposal will constitute a capital gains tax event. SAI Shareholders will make a capital gain or loss depending on the cost base of their shares. SAI Shareholders who are not Australian residents and who hold portfolio interests are generally not subject to Australian capital gains tax.

We note that SAI Shareholders should consider their individual circumstances, review Section 7 of the Scheme Booklet for further information where it applies to their circumstances and should seek the advice of their own professional adviser.F

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SAI’s largest shareholder and Directors have indicated they will vote to approve the Scheme

Perpetual Investments, currently SAI’s second largest shareholder with an interest of approximately 9.1%, has indicated that it will vote to approve the Scheme, in the absence of a superior proposal. The Directorsof SAI have also indicated they will vote to approve the Scheme, in the absence of a superior proposal.

3.4 Consequences if the Scheme does not proceedIn the event that the Scheme is not approved or any conditions precedent prevent the Scheme from being implemented, SAI will continue to operate in its current form and remain listed on the ASX. As a consequence:

• SAI will continue to operate as a standalone entity and execute on its strategy as set out in Section 7.10 of this report

• SAI Shareholders will not receive the Scheme Consideration and the implications of the Scheme, as summarised above, will not occur, other than with respect to the one-off transaction costs incurred, or committed to, prior to the Scheme Meeting. SAI would not be liable to pay a break fee

SAI Shareholders will continue to be exposed to the benefits and risks associated with an investment in SAI. SAI may reinstate the process to sell its Assurance business assets

• SAI’s share price will likely fall, for the reasons set out previously.

Other mattersIn forming our opinion, we have considered the interests of SAI Shareholders as a whole. This advice therefore does not consider the financial situation, objectives or needs of individual SAI Shareholders. It is not practical or possible to assess the implications of the Scheme on individual SAI Shareholders as their financial circumstances are not known. The decision of SAI Shareholders as to whether or not to approve the Scheme is a matter for individuals based on, amongst other things, their risk profile, liquidity preference, investment strategy and tax position. Individual SAI Shareholders should therefore consider the appropriateness of our opinion to their specific circumstances before acting on it. As an individual’s decision to vote for or against the proposed resolutions may be influenced by his or her particularcircumstances, we recommend that individual SAI Shareholders including residents of foreign jurisdictions seek their own independent professional advice.

Our report has also been prepared in accordance with the relevant provisions of the Corporations Act and other applicable Australian regulatory requirements. This report has been prepared solely for the purpose of assisting SAI Shareholders in considering the Scheme. We do not assume any responsibility or liability to any other party as a result of reliance on this report for any other purpose.

All currency amounts in this report are denominated in Australian dollars unless otherwise stated.

Neither the whole nor any part of this report or its attachments or any reference thereto may be included in or attached to any document, other than the Scheme Booklet to be sent to SAI Shareholders in relation to the Scheme, without the prior written consent of KPMG Corporate Finance as to the form and context F

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in which it appears. KPMG Corporate Finance consents to the inclusion of this report in the form and context in which it appears in the Scheme Booklet.

The above opinion should be considered in conjunction with and not independently of the information set out in the remainder of this report, including the appendices.

Yours faithfully

Joanne LuptonAuthorised Representative

Ian JedlinAuthorised Representative

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ContentsIndependent Expert’s Report and Financial Services Guide 1

Part One – Independent Expert’s Report 1

Introduction 1

Requirements for our report 3

Opinion for SAI Shareholders 4

3.1 The Scheme is fair to SAI Shareholders 6

3.2 The Scheme is reasonable to SAI Shareholders 10

3.3 Other considerations 12

3.4 Consequences if the Scheme does not proceed 13

Other matters 13

The Scheme 17

5.1 Background and terms of the Scheme 17

5.2 Conditions of the Scheme 17

5.3 Transaction costs 18

5.4 Break fees 18

Scope of the report 18

6.1 Purpose 18

6.2 Basis of assessment 19

6.3 Limitations and reliance on information 20

6.4 Disclosure of information 21

Profile of SAI Global 22

7.1 Background 22

7.2 Financial performance 25

7.3 Financial position 27

7.4 Debt and credit rating 28

7.5 Taxation position 29

7.6 Contingent liabilities 30

7.7 Capital structure and ownership 30

7.8 Share price performance and liquidity analysis 32

7.9 Dividends 36 For

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7.10 Strategy 36

7.11 Outlook 37

Business operations 40

8.1 Overview 40

8.2 Financial performance 41

8.3 Risk Management Solutions 43

8.4 Property Services 48

Valuation of SAI 51

9.1 Summary 51

9.2 Methodology 51

9.3 Value of Operating divisions 55

9.4 Adjusted net debt 67

9.5 Other considerations 67

9.6 Number of shares on issue 68

9.7 Valuation cross-check 68

Appendix 1 – KPMG Corporate Finance Disclosures 71

Appendix 2 – Sources of information 72

Appendix 3 – Industry overview 73

Appendix 4 – Overview of valuation methodologies 77

Appendix 5 – Market evidence 79

Appendix 6 – Discount Rate 89

Appendix 7 – Glossary 91

Part Two – Financial Services Guide 93

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The Scheme

5.1 Background and terms of the SchemeOn 26 September 2016 (Announcement Date), SAI announced that it had entered into a SID with Baring Asia BidCo, a wholly-owned subsidiary of Baring Asia, under which it is proposed that Baring Asia will acquire 100% of the shares that it does not already own in SAI8, subject to certain shareholder and regulatory approvals and other conditions. The proposed acquisition will proceed by way of a Scheme.

Implementation of the Scheme will result in SAI being delisted from the ASX.

In the absence of a superior alternative proposal, and subject to the Scheme being in the best interest of SAI Shareholders, the Directors of SAI recommend that the SAI Shareholders approve the Scheme.

Under the terms of the Scheme, SAI Shareholders will receive cash consideration of $4.75 for each fully paid ordinary SAI share held on the Record Date.

In relation to SAI Options9 and SAI Performance Rights10, other than the Rollover Incentive Securities(defined below), subject to the Scheme becoming Effective11, all will vest and all such SAI Performance Rights and SAI Options that have been exercised will automatically convert into SAI Shares immediately before the Record Date. Subject to the Scheme becoming effective, any such SAI Options that have not been exercised will lapse.

Rollover Incentive Securities are SAI Options and SAI Performance Rights issued on 12 September 2016 which, subject to the Scheme becoming Effective and the agreement of the holders of the Rollover Incentive Securities, will cease to convey rights to receive SAI Shares but will instead confer rights to receive shares in Baring Asia BidCo of equivalent value and subject to no more onerous forfeiture, lapsing and vesting conditions.

5.2 Conditions of the SchemeThe Scheme will not proceed unless each of the following conditions precedent are satisfied or waived (if applicable). Further details are set out in the Scheme Booklet in Section 1.2:

no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or government agency or other legal restraint or prohibition preventing the Scheme

regulatory approvals having been obtained from all relevant regulatory bodies, including the Foreign Investment Review Board, ASX, and ASIC

8 Baring Asia currently has an economic exposure to 9.25 million SAI Shares representing approximately 4.3% of the ordinary shares on issue9 Options on issue by SAI10 Performance share rights on issue by SAI11 Effective means the coming into effect of the SchemeF

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no material adverse change or prescribed occurrence occurring

SAI Shareholders pass the resolution to approve the Scheme, being a resolution under Section 411(4)(a)(ii) of the Corporations Act. The resolution must be passed by the requisite majorities

Court approval of the Scheme is obtained in accordance with Section 411(4)(b) of the Corporations Act

the representations and warranties given by SAI are true and correct as required under the SID

the Independent Expert provides the Independent Expert’s Report to SAI, stating that in its opinion the Scheme is in the best interests of SAI Shareholders, on or before the date on which the Scheme Booklet is registered with ASIC under the Corporations Act, and the Independent Expert does not change or publicly withdraw this conclusion prior to the Second Court Date

no change of the SAI Board recommendation between the date of the SID and the date of the Scheme Meeting.

5.3 Transaction costsSAI management has estimated total one-off transaction costs in relation to the Scheme to be approximately $12.5 million on a pre-tax basis, of which approximately $2.5 million will have been paid, or committed, prior to the Scheme Meeting.

One-off transaction costs associated with the Scheme primarily relate to adviser, legal and expert fees, and other costs associated with the Scheme.

5.4 Break feesShould the Scheme not proceed due to certain circumstances, a break fee of approximately $10.8 million(exclusive of GST) would be payable by SAI to Baring Asia. The break fee represents compensation for advisory costs, costs of management and directors’ time, out-of-pocket expenses and reasonable opportunity costs incurred by the recipient in pursuing the Scheme. Full details of when the break fee is payable by SAI are described in Section 3.8 of the Scheme Booklet.

The SID also contains customary exclusivity provisions including ‘no shop’ and ‘no talk’ restrictions, a notification obligation and a matching right, subject to SAI Directors’ fiduciary obligations.

Scope of the report

6.1 PurposeThe Directors of SAI have requested KPMG Corporate Finance to prepare a report in accordance with Section 411 of the Corporations Act and the guidance provided by ASIC.

Section 411(3) of the Corporations Act requires that an explanatory statement issued in relation to a proposed scheme of arrangement under Section 411 of the Corporations Act include information that is material to the making of a decision by a creditor or member as to whether or not to agree with the relevant proposal.F

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Part 3 Schedule 8 of the Corporations Regulations specifies that the information to be lodged with ASIC must include a report prepared by an expert:

• if the other party to a reconstruction in a scheme of arrangement holds at least 30% of the company; or

• where the parties to the reconstruction have common directors.

The report prepared by the expert must state whether, in the expert’s opinion, the proposed scheme of arrangement is in the best interests of the members of the body as a whole and set out the expert’s reason(s) for forming that opinion.

Even where an independent expert’s report is not strictly required by the law (as is the situation with respect to this Scheme), it is not uncommon for directors to commission one to ensure they are providing the information that is material to the making of a decision by a creditor or member.

This report is to be included in the Scheme Booklet to be sent to SAI Shareholders and has been prepared for the purpose of assisting the SAI Shareholders in their consideration of the Scheme.

6.2 Basis of assessmentRegulatory Guide (RG) 111 “Content of expert reports”, issued by ASIC, indicates the principles and matters which it expects a person preparing an independent expert report to consider. RG 111.18 states that where a scheme of arrangement is used as an alternative to a takeover bid, the form of analysis undertaken by the expert should be substantially the same as for a takeover bid. That form of analysis considers whether the transaction is “fair and reasonable” and, as such, incorporates issues as to value. In particular:

• ‘fair and reasonable’ is not regarded as a compound phrase

• an offer is ‘fair’ if the value of the offer price or consideration is equal to or greater than the value of the securities subject to the offer

• an offer is ‘reasonable’ if it is ‘fair’

• an offer might also be ‘reasonable’ if, despite being ‘not fair’, the expert believes that there are sufficient reasons for shareholders to accept the offer in the absence of any higher bid before the close of the offer.

RG 111 provides that an offer is fair if the value of the consideration is equal to or greater than the value of the shares subject to the offer. It is a requirement of RG 111 that the comparison be made assuming 100% ownership of the ‘target’ and irrespective of whether the consideration is scrip or cash and without regard to the percentage holding of the bidder or its associates in the target prior to the bid. That is, RG 111 requires the value of the target to be assessed as if the bidder was acquiring 100% of the issued equity (i.e. on a controlling interest basis). In addition to the points noted above, RG 111 notes that the weight of judicial authority is that an expert should not reflect ‘special value’ that might accrue to the acquirer.

Accordingly, when assessing the full underlying value of SAI, we have considered those synergies and benefits which would be available to more than one potential purchaser (or a pool of potential purchasers) of SAI. As such, we have not included the value of special benefits that may be unique to the bidder.F

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Accordingly, our valuation of SAI has been determined without regard to the specific bidder, and any special benefits have been considered separately.

Reasonableness involves an analysis of other factors that shareholders might consider prior to accepting an offer, such as:

the bidder’s pre-existing shareholding in the target

other significant shareholdings in the target

the liquidity of the market in the target’s shares

any special value of the target to the bidder

the likely market price of the target’s shares in the absence of the offer

the likelihood of an alternative offer being made

any other advantages, disadvantages and risks associated with accepting the offer.

RG 111.20 states that if an expert would conclude that a proposal was ‘fair and reasonable’ if it was in the form of a takeover bid, it will also be able to conclude that the scheme is ‘in the best interests’ of the members of the company. Further, RG111.21 states that if an expert would conclude that the proposal was ‘not fair but reasonable’ it is still open to the expert to also conclude that the scheme is ‘in the best interests of the members of the company’.

In forming our opinion, we have considered the interests of SAI Shareholders as a whole. As an individual SAI Shareholder’s decision to vote for or against the proposed resolutions may be influenced by their particular circumstances, we recommend they each consult their own financial advisor.

6.3 Limitations and reliance on informationIn preparing this report and arriving at our opinion, we have considered the information detailed in Appendix 2 of this report. In forming our opinion, we have relied upon the truth, accuracy and completeness of any information provided or made available to us without independently verifying it.Nothing in this report should be taken to imply that KPMG Corporate Finance has in any way carried out an audit of the books of account or other records of SAI for the purposes of this report.

Further, we note that an important part of the information base used in forming our opinion is comprised of the opinions and judgements of management. In addition, we have also had discussions with SAI’s management in relation to the nature of SAI’s business operations, its specific risks and opportunities, its historical results and its prospects for the foreseeable future. This type of information has been evaluated through analysis, enquiry and review to the extent practical. However, such information is often not capable of external verification or validation.

SAI has been responsible for ensuring that information provided by it or its representatives is not false or misleading or incomplete. Complete information is deemed to be information which at the time of completing this report should have been made available to KPMG Corporate Finance and would have reasonably been expected to have been made available to KPMG Corporate Finance to enable us to form our opinion.F

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We have no reason to believe that any material facts have been withheld from us but do not warrant that our inquiries have revealed all of the matters which an audit or extensive examination might disclose. The statements and opinions included in this report are given in good faith, and in the belief that such statements and opinions are not false or misleading.

The information provided to KPMG Corporate Finance included forecasts/projections and other statements and assumptions about future matters (forward-looking financial information) prepared by the management of SAI. Whilst KPMG Corporate Finance has relied upon this forward-looking financial information in preparing this report, SAI remains responsible for all aspects of this forward-looking financial information. The forecasts and projections as supplied to us are based upon assumptions about events and circumstances which have not yet transpired. We have not tested individual assumptions or attempted to substantiate the veracity or integrity of such assumptions in relation to any forward-looking financial information, however we have made sufficient enquiries to satisfy ourselves that such information has been prepared on a reasonable basis.

Notwithstanding the above, KPMG Corporate Finance cannot provide any assurance that the forward-looking financial information will be representative of the results which will actually be achieved during the forecast period. Any variations in the forward looking financial information may affect our valuation and opinion.

It is not the role of the independent expert to undertake the commercial and legal due diligence that a company and its advisers may undertake. KPMG Corporate Finance provides no warranty as to the adequacy, effectiveness or completeness of the due diligence process, which is outside our control and beyond the scope of this report. We have assumed that the due diligence process has been and is being conducted in an adequate and appropriate manner.

The opinion of KPMG Corporate Finance is based on prevailing market, economic and other conditions at the date of this report. Conditions can change over relatively short periods of time. Any subsequent changes in these conditions could impact upon our opinion. We note that we have not undertaken to update our report for events or circumstances arising after the date of this report other than those of a material nature which would impact upon our opinion.

6.4 Disclosure of informationIn preparing this report, KPMG Corporate Finance has had access to all financial information considered necessary in order to provide the required opinion. SAI has requested KPMG Corporate Finance limit the disclosure of some commercially sensitive information relating to SAI and its subsidiaries. This request has been made on the basis of the commercially sensitive and confidential nature of the operational and financial information of the operating entities comprising SAI. As such, the information in this report has been limited to the type of information that is regularly placed into the public domain by SAI.

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Profile of SAI Global

7.1 BackgroundSAI provides risk management and compliance products and services for companies in diversified industries across Asia Pacific (APAC), the Americas and Europe, Middle East and Africa (EMEA). SAI’s core offering includes developing solutions for streamlining processes and compliance, including standards, regulatory content, compliance learning, risk assessments, certification, testing and audits. SAI is also a leading provider of settlement related services, company, personal and property information.

SAI was incorporated in NSW in December 1990 as a wholly owned subsidiary of Standards Australia Limited. After listing on the ASX in 2003, SAI implemented acquisition strategies to drive inorganic growth and facilitate expansion of its product lines into new countries and markets. Since listing in 2003, SAI has acquired over 35 companies at a cost of approximately $700 million.

SAI is structured as two operating divisions and Corporate Services, being:

• Risk Management Solutions, comprising four core products, Risk Software, Learning, Assurance, and Knowledge, which assist businesses in standardising their processes and establishing a quality compliance environment. Risk Management Solutions, is a new operating structure which was implemented from 1 July 2015 and is managed on a regional basis, and reports under the following regions:

• APAC

• The Americas

• EMEA.

• Property Services offers BPO and Information Broking and data services for Australian companies

Corporate Services is a cost centre for head office costs for the Company’s headquarters in Sydney, including expenses related to the head entity such as remuneration of management personnel, shared services costs, and other compliance and listing fees.

The business operations are discussed in further detail in Section 8 of this report.

A summary of key events in SAI’s history are set out below.

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Table 2: SAI’s corporate activity overviewYear Month Description of event1922 Australian Commonwealth Engineering Standards Association, later changed to Standards Australia, is established

1990Standards Australia establishes wholly owned subsidiary business originally called Standards Australia Quality Assurance Services Pty Ltd, then changed to Quality Assurance Services Pty Ltd (QAS), in order to expand operations into India, Indonesia and New ZealandQAS changes its name to SAI Global Limited (SAI), in preparation of an Initial Public Offering (IPO)SAI acquires certain business assets of the former Australian Quality Council, including the Australian Business Excellence Awards and the Australian Business Excellence FrameworkSAI opens an American head office in Bridgeport, New Jersey, USA

October SAI expands North American operations with the acquisition of certification business assets of Professional Registrar Organization, and education and training business Excel Partnership IncSAI acquires Standards Australia’s commercial operations, including the standards publishing business. SAI enters PLA with Standards Australia for exclusive rights to publish, distribute, market and sell Australian Standards (and other content) for 15 years (with an option to extend for a further 5 years)

December SAI lists on the ASX. SAI ceases to remain a subsidiary of Standards Australia (Standards Australia retains a 40% shareholding)SAI continues expansion with several acquisitions during the year:

February • CRS Registrars Inc, a management systems business in North AmericaMay • Easy i Holdings Limited, a UK based e-learning provider (entering the regulatory

compliance market)August • Anstat Pty Limited, a leading provider of legal information and information

brokerage in AustraliaDecember • EFSIS, a provider of auditing and certification services for UK and European

food supply chain management entitiesMarch SAI acquires CCS in the UK, a small provider of management systems audit and certification servicesMay SAI purchases all shares in ILI, a supplier of standards and technical information in the UK and USA, funded by a

capital raising, issuing 27 million new shares at $3.00 per shareSeptember SAI acquires Certo, an Italian provider of management systems, audit and certification services for suppliers in the

automotive sectorNovember Commences a joint venture with a leading certification body in China called CQC-SAIJanuary SAI acquires USA compliance company Compliance & Ethics Learning Solutions Limited (also known as Midi)

April SAI acquires a 25% interest in the leading certification body in NZ, Telarc Limited, name changed to Telarc-SAI Limited

September COO and Executive Director of SAI Global Limited, Mr Tony Scotton, appointed as CEO following the resignation of Mr Ross Wraight

March SAI expands presence in the USA and Canadian markets with the acquisition of the Quality Management Institute, a leading auditing and certification business from the Canadian Standards Institute (CSA)

July SAI refers a dispute it was having with Standards Australia over the PLA to arbitrationSeptember SAI acquires the property information business assets of Kwikrule Pty Limited (known as UTS or Universal Title

Searchers)SAI broadens range of global risk management solutions with the acquisition of business assets of Listen Up, a USA based global whistleblower hotline services businessSAI forms a joint venture (with a controlling interest) in Korea with an assurance services body

2008

2002

2003

2005

2006

2007

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January Finalises a joint venture with its existing Assurance agent in Russia, forming SAI Global EurasiaAcquires Enertech Aust Pty Limited, a testing facility with a focus on testing of electrical appliances to complement its Product Certification businessThe Arbirator hears the PLA dispute and finds in favour of SAI

March Substantially completes takeover process for Espreon Limited, a leading provider of property information services in Australia, thus formulating SAI Global Property business (Anstat Property Services, UTS and Espreon)

October Secures ability to provide global specialised OH&S compliance and risk management software with the acquisition of Cintellate Pty Limited

April Continues to grow food and retail sector offerings with acquisition of FoodCheck Limited, a leading UK assurance providerComplements product certification business with the acquisition of business assets of Imtest Laboratories Limited, a Personal Protective Equipment testing facility in New Zealand, forming SAI Global NZ Limited

September Grows capability in risk management services by acquiring Integrity Interactive Corporation, a leading US based compliance & ethics solutions provider. This acquisition is funded by a capital raising (rights issue, placement and IPP). Approximately 36 million shares are issued at $3.60 per share

June Extends food safety training business in Australia and NZ with acquisition Advancing Food Safety Pty LimitedOctober Acquires a controlling interest in a South African food assurance provider, forming a new joint venture in South Africa

February Significantly strengthens global risk management capability with acquisition of Compliance 360 Inc in the USAMay Extends ability to service the global fisheries market with the acquisition of Irish assurance business, Global Trust

CertificationSeptember SAI added to S&P/ASX 200 Index, S&P/ASX All Australian 200 Index and S&P/ASX 200 Industrials Sector Index

March Adds to North American Assurance business with the acquisition of business assets of Steritech, another food safety business in the USA

July SAI completes acquisition of Quality & Safety Risk Professional Services International Proprietary Limited (QPRO) – South African food safety, quality and brand standards program

September Extends ability to provide training services in the food industries with the acquisition of IQMS in the UK; a business that provides food safety training programs for businesses operating in the food supply chain

December Mr Tony Scotton resigns as CEOJanuary Mr Stephen Porges appointed as CEO

May SAI receives an unsolicited, indicative, conditional and non-binding acquisition proposal from Pacific Equity Partners (PEP). No binding offer was madeMr Stephen Porges is removed as CEO, replaced by Mr Andrew Dutton as Executive Chairman

October SAI acquires the exclusive rights in Australia to provide Encompass, a visualisation and workflow tool for managing and displaying publicly available Australian corporate and personal information

November Mr Peter Mullins is appointed CEOMay Announced IT management agreement with HCL TechnologiesJune SAI served with Statement of Claim by Standards Australia in relation to royalties it claims are payable to it by SAI

November SAI serves Statement of Claim against Standards Australia over alleged breach of PLA (revision and renewal of Australian Standards)

June SAI served with a Notice of Arbitration by Standards Australia in relation to the conversion or publication of Australian Standards in formats other than PDF

July SAI confirms it is reviewing a possible sale of its Assurance business subsequent to approaches from with a number of leading global sector participants

August SAI acquires all the shares in Modulo Security LLC.Source: ASX announcements, S&P Capital IQ, SAI Global website (Our business, acquisition timetable)

2016

2015

2009

2010

2011

2012

2013

2014

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7.2 Financial performanceThe financial performance of SAI for the twelve months ended 30 June 2014 (FY14), 30 June 2015 (FY15) and 30 June 2016 (FY16) are summarised below. The table details the underlying performance of the Company reconciling to the Statutory NPAT.

Table 3: Financial performance

Source: SAI Global Annual Report FY15 and FY16Note 1: Operating expenses includes direct costs and overheadsNote 2: Represents underlying EBITDA, EBIT and PBTNote 3: Table may not cast due to rounding

With regard to the financial performance for FY16 summarised above, we note the following:

• prior to 1 July 2015, the Company had historically been run as four distinct operating divisions, being Assurance Services, Compliance Services, Standards & Technical Information and Property Services. With effect from 1 July 2015, the Assurance Services, Compliance Services and Standards & Technical Information divisions ceased to exist. The Assurance and Compliance divisions and the

Period 12 months to 12 months to 12 months to$ million unless otherwise stated 30-Jun-14 30-Jun-15 30-Jun-16Sales revenue 527.7 547.7 570.2Other income (0.2) (0.2) 2.3Total segment revenue 527.5 547.5 572.5Operating expenses1 (420.4) (421.1) (441.1)EBITDA2 107.1 126.3 131.3Depreciation and amortisation (34.6) (38.0) (40.1)EBIT2 72.6 88.3 91.2Share of net profits of associated companies 0.3 0.2 0.2Financing costs (net) (11.4) (10.7) (10.0)PBT2 61.5 77.7 81.4Tax expense (16.3) (21.8) (22.7)Underlying NPAT 45.2 55.9 58.7Significant chargesAdvisor fees (1.0) (6.0) (3.0)Restructuring costs (11.4) (13.9) (3.2)Other significant charges (1.5) (2.9) (1.3)Tax expense (on non-underlying items) 4.1 6.4 1.9Total significant charges (9.7) (16.4) (5.5)Statutory NPAT 35.5 39.6 53.2(Profit)/loss for the period attributable to non-controlling interests (0.2) (0.3) (0.1)(Profit)/loss for the period attributable to equity holders of SAI Global Limited 35.3 39.3 53.1

Basic earnings per share (cents) 16.8¢ 18.6¢ 24.9¢Diluted earnings per share (cents) 16.7¢ 18.5¢ 24.9¢Segment revenue growth na 3.8% 4.6%Underlying EBITDA growth na 17.9% 4.0%Underlying NPAT growth na 23.8% 5.0%Underlying EBITDA margin 20.3% 23.1% 22.9%Underlying EBIT margin 13.8% 16.1% 15.9%

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non-Property parts of the Standards & Technical Information division were combined into a single Risk Management Solutions division. The Property Services became a stand-alone division, given its Australia-only franchise and the discrete nature of the services it provides. The Risk Management Solutions division is managed on a regional basis: APAC, the Americas, and EMEA

• aided by a declining Australian dollar against the US dollar, sales in the Americas segment increased by $22.2 million, or 14.9%, eclipsing the other regional segments that experienced minimal growth. Restructuring in the EMEA segment hindered growth with an increase of $0.7 million, or 0.8% from FY15, whilst Corporate Services expenses increased from $15.8 million to $18.5 million reflecting investments in project management capability, strategy development, investor relations and risk management

• overall segment operating revenue (excluding other income) increased by $22.5 million to $570.2million, driven by exposure to offshore sales and a depreciating Australian Dollar. The average exchange rate for the Australian dollar to the US dollar depreciated 13.1% from an average USD 0.838 to USD 0.7283 across the two periods. This contributed to 4.1% top line growth, however revenue was flat in constant currency terms

• included in FY16 revenue of $570.2 million is $83.3 million of revenue related to the passing onto customers of the authority fees incurred by SAI. Excluding authority fees, SAI’s revenue increase from FY15 to FY16 was 0.3%, on a constant currency basis

• underlying EBITDA increased by 4.0% to $131.3 million, with margin remaining largely unchanged at approximately 23.0%. Excluding movement in exchange rates, the underlying EBITDA reduced by $1.1 million or 0.8% from FY15 due to a weaker performance in the Assurance business and the investment in the sales teams to deliver the strategy

• included in operating expenses are direct costs (FY15: $252.4 million, FY16: $258.3 million) and regional overheads (FY15: $168.8 million, FY16: $182.8m). Operating expenses increased by $20 million as the Company invested in sales and marketing functions

• depreciation charges were slightly higher in FY16 due to increased capital expenditure in recent years, including $34.5 million on internally generated intellectual property, Information Technology (IT) equipment, software, leasehold improvements and furniture and fixtures

• interest expense reductions of 3.3% were a result of the renegotiation of the Company’s borrowing facilities mid-way through FY15

• the effective tax rate against underlying Profit before tax (PBT) was broadly in line with last year at 28.1% up from 28.0%

• significant charges (before tax) for FY16 of $7.5 million were down from FY15 of $22.8 million. The significant charges include acquisition related costs (including Modulo) and professional fees incurred relating to the potential sale of Assurance ($3.0 million), restructuring of EMEA operations ($3.2 million) and other ($1.3 million).

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7.3 Financial positionThe consolidated financial position of SAI as at 30 June 2015 and 2016 are summarised below.

Table 4: Financial position

Source: SAI Global Annual Report FY16, KPMG Corporate Finance AnalysisNote 1: Borrowing is net of facility establishment costsNote 2: Gearing is net borrowings divided by net assets plus net borrowings

As at 30-Jun-15 30-Jun-16$ million unless otherwise statedCurrent assetsCash and cash equivalents 83.9 85.4Trade and other receivables 149.2 139.8Current tax receivable 6.7 1.3Inventories 0.4 0.4Total current assets 240.3 226.8Non-current assetsInvestments accounted for using the equity method 1.1 1.2Plant and equipment 67.6 73.9Deferred tax assets 25.8 28.0Intangible assets 583.3 569.9Total non-current assets 677.8 673.0Total assets 918.1 899.8Current liabilitiesTrade and other payables 177.4 142.6Current tax liabilit ies 7.0 10.6Provisions 6.0 5.9Current liabilities 190.4 159.1Non-current liabilitiesBorrowings1 283.0 285.3Deferred tax liabilit ies 37.0 30.5Provisions 7.2 6.6Derivative financial instruments 2.0 2.4Retirement benefit obligations 1.5 1.6Total non-current liabilities 330.8 326.4Total l iabilities 521.2 485.5Net assets 396.9 414.3EquityContributed equity 402.4 407.1Reserves (12.8) (18.4)Retained earnings 5.8 23.9Capital and reserves attributable to the shareholders of SAI 395.4 412.6Non-controlling interest 1.5 1.7Total equity 396.9 414.3Statistics Shares on issue at period end (million) 211.5 213.0Net assets per share $ 1.88 $ 1.95 Gearing 2 33.6% 32.7%

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With regard to the financial position summarised above, we note the following:

• cash and cash equivalents position increased to $85.4 million, although underlying net cash flows from operating activities decreased during the year. The main cash outgoings included $34.5 million of software development capital expenditure and $29.2 million for a higher annual dividend (including Dividend Reinvestment Plan outgoings), however favourable exchange rate movements increased the cash balance by $1.4 million for the period

• current trade and other receivables decreased by $9.4 million to $139.8 million over the year and payables decreased $34.8 million to $142.6 million. These accounts are subject to currency exposure as well as timing differences of payment cycles to contracts around year end

• the deferred tax liability (DTL) balance of $30.5 million is made up of predominately temporarydifferences relating to movements in the amortisation of intangible assets recognised through business combinations

• property, plant and equipment (PPE) consists mainly of computer hardware and leasehold improvements. During the year, the company incurred $34.5 million of capital expenditure as SAI continues to develop its software products and service offerings. Total increase year-on-year in PPE was $6.3 million after the depreciation charge of $27.4 million

• intangibles of $569.9 million for the year ended 30 June 2016 is the most significant item on the balance sheet. Intangibles are made up of goodwill (relating to the large number of acquisitions made during the last 10 years) as well as the large number of non-goodwill intangibles, including contracts, customer relationships, product delivery platforms and trademarks such as the ‘5 Tick’StandardsMark. Amortisation for the year was $12.7 million, and $0.3 million relating to the re-translation of assets denominated in foreign currencies

• provisions of $6.6 million reduced from $7.2 million, and consists predominately of employee benefits

• SAI’s borrowings includes unsecured bank loans of $286.4 million as at 30 June 2016 with capitalised debt establishment fees of $1.0 million

• SAI has entered into financial guarantees in respect of the bank loans of subsidiaries. Refer to Section 7.4 of this report for further details on debt facilities.

7.4 Debt and credit rating

7.4.1 Debt facilitiesSAI uses a multi-currency (Australian dollar, US dollar and pounds sterling) syndicated facility bank debt to fund its operations. For the year ended 30 June 2016, SAI’s liability increased slightly from $283.0million to $285.3 million (net of $1.0 million of unamortised facility establishment costs). The increase for the year is attributable to the weakening Australian dollar on the borrowings denominated in foreign currency. The table below analyses SAI’s financial instruments into relevant maturity groupings.F

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Figure 3: Debt maturity profile

Source: SAI Global Investor Presentation for FY16

SAI’s bank facilities are unsecured bank loans. These loans are subject to cross guarantees to subsidiaries of SAI. SAI uses interest rate swaps to hedge fluctuations in interest rates. Swaps currently in place cover approximately 56% of the variable loan principal outstanding and are timed to expire as each loan repayment falls due. The weighted average cost of debt is currently 3.3% per annum for the year ended 30 June 2016.

SAI’s target gearing ratio12 is to maintain levels below 45% and total debt less than 2.5 times underlying EBITDA. The current gearing as at 30 June 2016 was 32.7% (calculated as net debt divided by book equity plus net debt).

The company does not utilise any financial instruments for foreign exchange hedging, rather undertakes natural hedging strategies such as funding acquisitions with the currency of the jurisdiction of the target.

As at 28 October 2016, SAI does not have a credit rating from external credit rating agencies.

7.5 Taxation position In relation to SAI’s tax position, we note the following:

• SAI is the head entity in the Australian tax consolidated group comprising the Australian wholly-owned entities. Under the Australian tax consolidation regime, these entities are treated as a single entity for income tax purposes

• SAI recorded a tax expense of $20.8 million in FY16, amounting to an effective tax rate of 28.1%, broadly in line with the prior year’s rate (28.0%)

• at 30 June 2016, SAI recognised a total deferred tax asset (DTA) balance of $28.0 million and a DTL balance of $30.5 million, resulting in a net DTL of $2.5 million.

12 Gearing ratio is calculated as net debt divided by net assets plus net borrowings (book equity) For

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7.6 Contingent liabilitiesAs at 30 June 2016, SAI had contingent liabilities relating to a cross-guarantees of loans with Anstat Pty Limited, Cintellate Pty Limited, Enertech Australia Pty Limited, Espreon Pty Limited and Advancing Food Safety Pty Ltd. SAI states no entities are asset deficient for the year ended 30 June 2016 and no material losses are anticipated.

SAI is also subject to three arbitrations with Standards Australia in relation to the PLA. For further details relating to the PLA refer Section 8.3.1 of this report.

7.7 Capital structure and ownershipThe capital structure of SAI as at the date of this report is as follows:

• 213,432,054 ordinary shares, fully paid

• 11,514,223 share options (SAI Options)

• 2,116,464 performance share rights (SAI Performance Rights) granted.

We note SAI has 447,352 reserved shares, representing shares held by the trustee of the SAI Global Limited Deferred Tax Plan, SAI Global Limited Executive Performance Share Rights Plan and SAI Global Limited Executive Incentive Plan. Reserved shares are treated as issued but not outstanding, they cannot vote and do not receive dividends.

The total number of shares on a fully diluted basis as at the date of this report, subject to the Scheme becoming effective, is 220,361,265. This represents all ordinary shares in addition to SAI Options and SAI Performance Rights (other than the Rollover Incentive Securities).

7.7.1 Ordinary shareholdersAt 27 October 2016, SAI’s issued capital comprised 213,432,054 fully paid ordinary shares, which are listed and traded on the ASX. Table 4 sets out the substantial shareholders that have notified the Company in accordance with section 671B of the Corporations Act 2001.

Table 5: Substantial shareholders as at 27 October 2016

Source: SAI Global Annual Report FY16, ASX announcements

We note Baring Asia has an economic exposure to 9.25 million SAI Shares representing approximately4.3% of the ordinary shares on issue, as at 28 October 2016.

The spread in SAI’s Shareholders is set out in the table below. At 31 August 2016, 44 shareholders, or 0.7% by number of shareholders, held 89.7% of SAI’s total issued capital.

HolderNumber of

securities heldPercentage of issued capital

Vulcan Partners, LLC and Clement Tranum Fitzpatrick 22,584,441 10.6%Perpetual Limited 19,429,795 9.1%Total shares held by substantial shareholders 42,014,236 19.7%

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Table 6: Shareholder distribution schedule

Source: SAI Global Annual Report FY16

7.7.2 SAI Options and SAI Performance Share RightsSAI has a number of share based payment plans that offer long-term incentive grants. These are to be awarded to executives and others that achieve performance hurdles set by the Board in the form of SAI Options or SAI Performance Rights to acquire ordinary shares in SAI.

SAI Performance Shares convert to ordinary shares on a one-for-one basis, provided specific performance criteria, determined by the Board, have been met. The performance criteria include, return on funds employed (ROFE) and an earnings per share (EPS) criteria.

Once vested, holders of SAI Options become entitled to purchase one ordinary share in SAI, at the exercise price, for each vested option held.

The SAI Board has determined that subject to the Scheme becoming effective, all vesting conditions are waived and all incentives (other than the Rollover Incentive Securities) are deemed to have vested.

On vesting, the Company will issue or allocate one SAI Share for each SAI Option and SAI Performance Right so that the relevant holders will participate in the Scheme and receive the Scheme Consideration of $4.75 per SAI Share.

Therefore, other than the Rollover Incentive Securities, 5,275,822 SAI Options will be exercised and 1,653,389 SAI Performance Rights will vest.

Range Number of Holders % of holders Number of shares % of shares100,001 and Over 44 0.7% 191,396,172 89.7%50,001 to 100,000 24 0.4% 1,632,898 0.8%10,001 to 50,000 444 7.4% 8,110,828 3.8%5,001 to 10,000 633 10.5% 4,555,420 2.1%1,001 to 5,000 2,612 43.3% 6,685,370 3.1%1 to 1,000 2,271 37.7% 1,051,366 0.5%Total 6,028 100.0% 213,432,054 100.0%

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7.7.3 Directors’ interestsAs at 27 October 2016, the directors of SAI held the following securities.

Table 7: Director’s relevant interests at 27 October 2016

Source: SAI Global Annual Report FY16, ASX announcements

7.8 Share price performance and liquidity analysisIn assessing SAI’s share price performance, we have:

• analysed the price and volume performance of SAI over the three year period ending 27 October 2016. We note on the Announcement Date, SAI’s share price closed at $4.62

• compared the share price movement to the S&P/ASX 200 Index and the S&P/ASX 200 Small Industrials Index over the three year period ended 27 October 2016

• assessed the VWAP and trading liquidity of SAI Shares for the period prior to the announcement of the Scheme.

7.8.1 Share price and traded volumeSAI’s share price performance and the volume of shares traded for the period ending 27 October 2016 is illustrated below.

Name of management shareholderNumber of ordinary

sharesOptions over ordinary

sharesPSRs over ordinary

sharesNon-executive directorsAndrew Dutton 58,658Anna Buduls 40,769Peter Day 37,535Robert Aitken 50,000Sylvia Falzon 12,594David Spence 55,120Executive Director Peter Mullins 205,451 2,890,799 123,500Total 460,127 2,890,799 123,500

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Figure 4: Price performance and volume of shares traded

Source: S&P Capital IQ, KPMG Corporate Finance analysis

In relation to the above chart, we note the following:

• over the three year period ended 27 October 2016, SAI Shares traded in a price range of $3.28 (9 June 2016) to $5.20 (2 June 2014). On the Announcement Date, the share price closed at $4.62 and the day prior to the announcement closed at $3.59

• (1) On 29 October 2013, an announcement at the Annual General Meeting (AGM) that three key management personnel were stepping down, including Mr Tony Scotton as CEO and two Non-Executive Directors, Mr Robert Wright (Chairman) and Mr John Murray AM, Chairman of the Remuneration Committee

• (2) 9 December 2013, changes to management were implemented

• (3) On 26 May 2014, Mr Andrew Dutton was appointed Executive Chairman, following termination of employment of CEO, Mr Stephen Porges. Also on this date, SAI received an unsolicited,indicative, conditional and non-binding proposal from PEP. The non-binding indicative proposal from PEP was to purchase 100% of the outstanding shares in the Company through a recommended scheme of arrangement for an indicative price in the range of $5.10 to $5.25 (a binding offer from PEP never eventuated)For

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• (4) 2 June 2014, SAI announced it had been approached by a number of other parties also expressing interest in SAI. SAI commenced a formal process to review its strategic options

• (5) SAI advises parties that final offers in relation to the whole or part of the company were to be submitted by 12 September 2014

• (6) 13 October 2014, SAI concluded the strategic review process announcing that discussions relating to proposals received under the strategic option review process would not result in a transaction. The share price closed at $3.66 on 13 October 2014

• (7) 5 November 2014, Mr Peter Mullins was appointed as CEO and Managing Director andannounced plans to restructure SAI’s operations along regional lines

• (8) 20 May 2015, SAI announced an IT management agreement with HCL Technologies

• (9) On 14 August 2015, SAI announced it had executed a contract to provide national mortgage settlement services for NAB Broker, a part of the National Australia Bank (NAB). Annual revenue of approximately $9 million will be recognised from FY17 onwards

• (10) 16 November 2015, SAI served a statement of claim against Standards Australia over alleged breach of the PLA. The claim relates to Standards Australia’s production, review and revision of material licensed to SAI under the PLA. The claim is to be resolved through arbitration

• (11) 25 February 2016, SAI announced its half year results, that, its major change program was on track and an increase in EBITDA of 12.8% from 1H15

• (12) 20 May 2016, FY16 earnings guidance revision. Revenue and earnings guidance downgradeddue to softer than expected trading results in the APAC and EMEA regions and a stronger than expected Australian dollar

• (13) On 8 June 2016, SAI was served with another Notice of Arbitration by Standards Australia in relation to the conversion or publication of Australian Standards in XML or HTML formats

• (14) 26 July 2016, SAI confirmed a strategic review, and possible sale of its Assurance business

• (15) 17 August 2016, SAI acquired a US based software risk management business, Modulo Security LLC

• (16) 26 September 2016, SAI and Baring Asia entered into a SID.

7.8.2 Relative Share Price PerformanceSAI is a member of various indices including S&P/ASX 200 and S&P/ASX 200 Small Industrials. The figure below illustrates a comparison of the trading performance of SAI relative to the S&P/ASX 200 Index and the S&P/ASX 200 Small Industrials Index over the three year period ending 27 October 2016.

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Figure 5: SAI Relative share price performance


The SAI share price performance is highly correlated with the S&P/ASX 200 Index and the S&P/ASX 200 Small Industrials Index between September 2014 and July 2015. During the strategic review period, 2 June 2014 to 13 October 2014, SAI traded above the indices. In addition, contract wins and acquisitions improved performance during August 2015, with the effects of the dispute with Standards Australia in relation to the PLA and the FY16 guidance revision driving under performance during early 2016.

7.8.3 Liquidity and Volume Weighted Average Price The table below summarises the liquidity of SAI over the 12 months ended 23 September 2016, the day prior to the Announcement Date.

Table 8: VWAP and liquidity analysis

Source: IRESS, S&P Capital IQ, KPMG Corporate Finance analysis

In relation to the table above, we note that:

• in the 6 months prior to the Announcement Date, 179.1 million (78.8%) of SAI’s shares were traded, with 82.4 million (34.7%) traded in the last three months

• in the month prior to the Announcement Date, 9.4% of SAI Shares were traded.

Price Price Price Market Market % of issuedPeriod (low) (high) VWAP value volume capital

$ $ $ $m m1 day 3.54 3.62 3.59 4.0 1.1 0.61 week 3.41 3.62 3.52 16.8 4.8 2.31 month 3.34 3.67 3.51 65.9 18.8 9.43 months 3.26 3.85 3.56 293.5 82.4 34.76 months 3.22 3.85 3.54 634.9 179.1 78.812 months 3.22 4.67 3.71 999.5 269.5 120.0

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On announcement of the Scheme, SAI’s share price increased, closing at $4.62 on 26 September 2016.

As at 26 September 2016, the free float amount was approximately 99.6%13, and combined with the high level of share turnover over the 6 months prior to the announcement date, we would consider SAI to be a relatively liquid stock.

7.9 DividendsSAI declared the following dividend amounts over the last two financial years.

Table 9: Dividends

Source: SAI Global Annual Report FY15 and FY16Note 1: Statutory profit attributed to ordinary equity holdersNote 2: Based on basic earnings per share, excludes SAI Options and SAI Performance Rights

The SAI Board paid the following dividends:

• In FY15, an interim dividend of 7.5 cents per share (60% franked) paid on 10 April 2015 and a final dividend of 9.0 cents per share (80% franked) paid 23 September 2015

• In FY16, an interim dividend of 7.5 cents per share (100% franked) paid on 8 April 2016 and a final dividend of 9.5 cents per share (100% franked) paid on 23 September 2016.

SAI’s dividend policy, which has a direct impact on the level of retained earnings, is to grow dividends from current levels, having regard to future business conditions and opportunities, the level of retainedearnings and the cash flow requirements of SAI.

7.10 StrategySAI’s strategy is to focus its Risk Management Solutions division towards higher margin, higher growth software and digital products and services.

SAI’s strategy has a number of initiatives which include:

• Customers at the centre: SAI has introduced the ‘Voice of the Customer’ program, implemented new eCommerce systems and increased the number and quality of customer facing staff

• Integrate and optimise: The restructure of the Risk Management Solutions division and regional base has been completed, adding analytics capability and global system harmonisation is key to SAI’s strategy

13 S&P CapitalIQ

FY15 FY16ProfitStautory profit after income tax expenses1 39.3 53.1Earnings per shareReported earnings per share (cents)2 18.6c 24.9cDividend per share (cents) 16.5c 17.0c

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• Accelerate growth in risk: SAI intends to accelerate risk product development.

In relation to the Property Services division, the strategy will focus on identifying new partnerships for growth, expansion of BPO services such as legal certification and document preparation, provide eConveyancing tools and new digital products and services. By extending the reach of BPO services within the banking value chain, there is greater opportunity for organic growth of SAI’s existing client base.

Key challenges to the strategy

The matters that KPMG Corporate Finance consider challenges in the short to medium term for SAI are set out in the table below.

Table 10: Key challenges facing SAIRisk CommentPLA and outstanding contingent liabilities SAI has an option to extend the PLA with Standards Australia in

December 2018 for five years to December 2023 on ‘marketterms’. Uncertainty exists as to what ‘market terms’ may mean. One view is that they are those terms which are as favourable as those which are available to third party publishers during the year ending in December 2018. It is possible however that the terms will be different from the current agreement terms. There are also a number of disputes which are subject to arbitration with Standards Australia, scheduled to be heard in mid July 2017.

Technology disruption and competitive threat

Digital disruption and industry consolidation will challenge the growth strategy of SAI. Increased demand for technology and digital services requires investment and capital. An example of disruption in the Property Services division is competitor, PEXA and the industry’s focus on digitisation and electronic settlements. There are also threats from aggressive price discounting from smaller service providers. SAI is working with key clients and industry participants on a potential ‘hybrid’ settlement model to provide the industry with a transition path to electronic settlements.

Implementation of the strategy and allocation of capital

Creating a global structure and implementing a culture shift to focus on client solutions, not product solutions, takes time and investment in sales and marketing teams. The allocation of capital between new products or regions and shareholder returns will require balance and prioritising.


7.11 OutlookOn 18 August 2016, SAI cited its outlook for FY17. It noted the final quarter results for FY16 were encouraging and the outlook for FY17 is for growth from each product portfolio. Internal business targets assume the Australian dollar will remain at or below current levels.F

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SAI have also stated the following:

• the Company’s prospects would remain sound, with revenue and profit growth expected

• continued focus on sales and marketing effectiveness for FY17

• further investment in the risk portfolio and BPO business unit and digital transformation

• pursuing investments in SAI’s target areas

• the Property Services division had a strong pipeline of opportunities heading into FY17 and should provide continued EBITDA growth.

7.11.1 Broker consensus forecastWhilst SAI has not disclosed any long term forecasts to provide an indication of the expected future financial performance of SAI, we have considered the broker consensus for SAI as detailed in the table below. Summarised below are the consensus forecasts for FY17 to FY19 by brokers that follow SAI.

Table 11: Broker consensus forecasts

Source: Broker consensus and Broker notes, KPMG Corporate Finance analysisNote: Amounts represent a median consensus view

In relation to the table above we note:

• the forecasts represent the latest available for SAI from 8 brokers that KPMG Corporate Finance were able to identify

• the median consensus brokers’ forecast indicates an expected revenue of $589.8 million in FY17, which represents an increase of 3.0% from $572.5 million earned for the year ended 30 June 2016

For the 12 months ended 30 June 2017 2018 2019

$ million unless otherwise stated

Revenue 589.8 609.7 626.0

EBITDA 136.0 144.0 137.4

Depreciation and amortisation (41.8) (43.1) (42.7)

EBIT 94.0 102.3 97.5

Financing Costs (9.8) (9.8) (9.4)

PBT 84.5 93.5 81.5

Tax expense (23.5) (26.7) (23.6)

NPAT 60.7 66.1 58.8

Basic earnings per share (cents) 28.0¢ 31.0¢ 33.0¢

Diluted earnings per share (cents) 18.0¢ 19.8¢ 19.0¢

Revenue growth % n/a 3.4% 2.7%

EBITDA growth % n/a 5.9% (4.6%)

NPAT growth % n/a 8.9% (11.0%)

EBITDA margin % 23.1% 23.6% 21.9%

EBIT margin 15.9% 16.8% 15.6%

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• the median consensus brokers’ forecasts for EBITDA indicates growth of 3.6% for FY17 on FY16 EBITDA ($131.3 million) before declining in FY19 due to the uncertainty surrounding the PLA renewal option

• the short term growth outlook reflects the consensus analyst view in relation to the organic growth strategy pursued by management. It is expected that the reorganisation of key business divisionscompleted in mid FY16 and contract wins in the Property Services will drive growth

• long term, it is expected that higher royalty rates will be negotiated with Standards Australia in 2018 ,combined with stronger competition and weaker conditions in the global market resulting in reduced earnings in FY19

• for FY17, the brokers’ revenue forecasts were in the range of $571.9 million to $599.3 million. There was a 2.7% disparity in EBITDA expectations, with a range of $131.5 million to $139.5 million,reflective of the steady business outlook

• for FY18, all brokers agreed that sales would grow from FY17, with only two brokers expecting revenue to be below $600.0 million ($590.0 million and $594.0 million), and the highest of the range expecting SAI to report $625.0 million. Broker consensus for EBITDA was also for growth in FY17, with a range of $137.6 million to $150.0 million. Growth expectations were forecast due to stability of clients and longevity of contracts.

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Business operations

8.1 OverviewSAI has two operating divisions: Risk Management Solutions and Property Services.

The figure below illustrates the operating structure of SAI, including the Corporate Services.

Figure 6: Summarised operating structure of SAI


The Risk Management Solutions division formed on 1 July 2015. It was an amalgamation of the former divisions of Compliance, Assurance and Standards and Technical Information.

Within Risk Management Solutions there are four key offerings:

• Risk Software

• Learning

• Assurance

• Knowledge.

Risk Management Solutions are diversified and managed geographically across: APAC, the Americas, and EMEA.

The Property Services division provides two core areas of service: BPO Services and Information Broking and data services. It remains a stand-alone division, given it is Australia-only franchise and the discrete nature of the services it provides.

SAI also has a separate Corporate Services division, which includes the following:

• costs associated with running the Company’s headquarters in Sydney, Australia

SAI Global

Australia

Knowledge

Property Services

BPO Services (Mortgage Services)

Information Broking and data services

APAC/Americas/EMEA

Corporate Services

Risk Software Learning

Risk Management Solutions

Assurance

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• costs associated with maintaining an appropriate governance regime for an ASX 200 listed entity with a portfolio of international businesses.

The costs which can be attributed to an operating division are recharged as corporate allocations.

8.2 Financial performanceThe divisional performance for the year ended 30 June 2015 and 2016 is summarised below.

Table 12: Summary of financial performance

Source: SAI Global Annual Report FY16Note 1: Revenue excludes other income

With regards to the financial performance summarised above, we note the following:

• Risk Management Solutions underlying revenue increased by 5.2% relative to the corresponding period

• Risk Management Solutions contributed 77.3% of the total EBITDA with the Property Services contributing 22.7% for FY16.

The effect of revenue from exposure to foreign currency is summarised below for the years ended 30 June 2015 and 30 June 2016.

SAI utilises natural hedges to fund debt components of foreign acquisitions in the currency that best matches the currency of the underlying net assets acquired. For the year ended 30 June 2016, SAI had not entered into any derivative instruments for the purpose of managing foreign exchange risk.

$ millions unless otherwise stated FY15 FY16 Change FY15 FY16 ChangeRisk Management SolutionsAPAC 152.4 151.6 (0.5%) 55.0 56.6 3.0%EMEA 80.3 81.0 0.8% 10.8 3.9 (63.9%)Americas 149.0 171.3 14.9% 47.7 55.2 15.8%Eliminations (3.8) (6.0) 60.8% - -Total Risk Management Solutions 378.0 397.8 5.2% 113.4 115.7 2.0%Property Services 169.7 172.3 1.6% 28.7 34.1 18.7%

547.7 570.2 4.1% 142.1 149.8 5.4%Corporate Services - - 15.8 18.5 17.0%Segment Revenue and EBITDA before significant charges 547.7 570.2 4.1% 126.3 131.3 4.0%Less: depreciation 25.9 27.4 5.6%Less: amortisation of acquired intangible assets 12.1 12.7 5.4%Add: share of net profits of associates 0.2 0.2 3.2%Segment result before significant charges 88.5 91.4 3.3%

Underlying EBITDARevenue1

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Table 13: Revenue exposure to global currency fluctuations


The figure below details the composition of revenue by activity and region for the twelve months ended 30 June 2015 and 2016.

Figure 7: Composition of revenue by region (FY15 and FY16)

Source: SAI Global Investor Presentation for FY16Note 1: RMS is Risk Management SolutionsNote 2: Corporate Services category omitted as a cost centre

As at$ million unless otherwise stated

Underlying Currency

AUDEquivalent %

Underlying Currency

AUDEquivalent %

Australian dollar 303.9 303.9 55.5% 303.2 303.2 53.2%US dollar 104.4 125.7 23.0% 106.8 146.6 25.7%Canadian dollar 19.7 20.2 3.7% 20.5 21.3 3.7%Pounds sterling 28.3 53.7 9.8% 27.9 56.6 9.9%Euro 11.6 16.6 3.0% 10.6 15.0 2.6%Other 27.6 5.0% 27.5 4.8%Total 547.7 100.0% 570.2 100.0%

30-Jun-15 30-Jun-16

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Figure 8: Composition of revenue by product (FY15 and FY16)

Source: SAI Global Investor Presentation for FY16Note 1: RMS is Risk Management SolutionsNote 2: Corporate Services category omitted as a cost centre

The Assurance product generates the majority of the revenue for SAI from a product perspective, contributing approximately 33% of revenue. From a geographical perspective, APAC generates the majority of revenue given it comprises of Risk Management Solutions – APAC and the Property Services. The Property Services contributes approximately 30% of revenue for the year ended 30 June 2016.

8.3 Risk Management Solutions

8.3.1 Overview of ProductsThe Risk Management Solutions are grouped into four portfolios: Risk Software, Learning, Assurance and Knowledge.

Risk Software

The Risk Software products allow the client to assess and mitigate risks, which may have a detrimental impact on their business. Through the GRC software solutions, SAI enables legal, risk, compliance, ethics and internal audit professionals to optimise the efficiency of their compliance activities.

SAI, through the Risk Software product, manage a range of business processes in support of Environmental, Health and Safety (EHS) compliance and risk-related functions to improve transparency and assist in the management of business performance.

The characteristics of the key GRC and EHS solutions are as follows:

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Table 14: Key Risk Software Products


Learning

SAI’s Learning product increases technical skills, competencies and knowledge of their clients through both on-line and face-to-face learning solutions. SAI also assists businesses with the creation and implementation of compliance and ethics training programmes to assist in ensuring ethical decisions are being made, with respect to internal polices and external legislation.

The key solutions being offered by the Learning products are detailed in the table below.

Key SolutionsRisk Software

Enterprise Risk Management

Specialised software solution to assist with the identification of risks; risk assessments and implementation of business process to mitigate those risks; automation of the recording, assessment and prioritisation of risks across the enterprise with a highly customisable scoring methodology and defining key risk indicators; monitoring effectiveness of controls and treatment plans

3rd Party Risk ManagementAutomated due diligence, risk ranking and third party company investigations during on-boarding, contract renewal or at any other point in time

Regulatory & Ethical Compliance

Identification of applicable obligations; automated workflow solutions with embedded legislative obligations to track, monitor and assess; virtual evidence rooms to enable clients to review and demonstrate overall programme effectiveness and auditability of each programme element

Surveys & AssessmentsAutomated distribution and communication of standardised library of re-usable and configurable questionnaires to staff and third party companies for profiling, screening and analysis

Disclosure ManagementAutomated tools to capture and manage employee conflicts of interest and gift & hospitality disclosures

Environment, Health & SafetyAutomated and configurable workflow tools with best practice business processes to help clients to proactively manage, measure and improve EHS performance

Policy Management

Automated lifecycle management of policies and procedures, including customisable workflows for collaboration and approval, version control and audit trails including authoring of customer specific standards, policy distribution to target audience groups and the management of attestations/certifications

Gap AnalysisTools to enable multi-disciplinary teams to rate risks when a standard, regulation or policy changes and maintain operational compliance

Incident ManagementAutomation tools with streamlined workflow processes to enable clients to register, investigate, react and report mitigation of incidents, compliance and ethics concerns, and complaints

Healthcare Revenue ProtectionUSA Healthcare claims denial and claims audit solutions to assist providers to protect their revenue from Medicare/Medicaid and commercial/private healthcare insurers

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Table 15: Key Learning Products


Assurance

The Assurance product ensures required standards are being met by the client, with respect to products, systems, supply chains and distribution channels. The key solutions offered within Assurance are as follows:

Table 16: Key Assurance Products


Knowledge

The Knowledge product offering uses aggregated information and analytics to provide content and technology solutions to clients, helping them to manage and mitigate potential risk.

SAI provide aggregated ‘Standards’ content to the client, documents that aim to ensure products, systems and services are safe and reliable. These published documents outline procedures and specifications,

Key SolutionsLearning

Compliance & Ethics LearningAwareness and educational materials for key risk areas such as: Anti-Bribery & Anti-Corruption, Confidentiality & Intellectual Property, Consumer Protection, Information Security and Respect in the Workplace

Management Systems LearningSolutions for providing online, virtual classroom and classroom technical competency based learning designed to build specialist knowledge in implementing, managing and auditing accredited management systems

Business Improvement LearningSolutions for providing online, virtual classroom and classroom competency-based and best practice learning, designed to build knowledge and skills in leadership and business improvement methodologies to optimise process and improve efficiencies

Food Safety LearningSolutions for providing online, virtual classroom and classroom technical competency based learning, designed to build specialist knowledge in Food Safety systems, best practice, regulatory and industry standards

Occupational Health & Safety LearningSolutions for providing online, virtual classroom and classroom technical competency based learning; designed to build specialist knowledge in occupational health and safety systems, best practice and regulatory standards

Key SolutionsAssurance

Management Systems CertificationAccredited certification of management systems to the International Organisation for Standardisation (ISO) and other industry recognised standards

Food Safety CertificationEnsuring that companies are following industry best practice with respect to healthy and safe food

Audit & Inspection Programmes Client specified audit programmes, including retail store and site inspections

Supplier Compliance ManagementManaged services focused on the review and approval of suppliers to set standards through desktop audits, attestation management and on-site verification

Product Compliance ManagementManaged services focussed on the review and approval of products to set standards, including claims verification, specifications review, microbial and chemical testing, menu approval and food defence

Product Certification & TestingProvide 3rd party assurance that a particular product meets the specified requirements of a nominated product standard

Incident and Complaints ManagementManaged services in relation to incidents and customer complaints, including associated workflows to investigate and understand root causes, ensure due diligence and instigate corrective actions

Non-conformity Management Tools to manage and assign actions to clear non-conformities

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establishing safety and quality criteria. Standards also encompass electronic engineering databases. Through the ongoing transformation from single transactional services into annuity revenue based platforms and services, SAI will be able to leverage its historic assets of bibliographic content and publisher relations.

In 2003, SAI entered into a PLA with Standards Australia that granted exclusive rights to publish, distribute, market and sell Australian Standards and other licensed material for an initial term of 15 years. SAI has the option to extend this agreement for an additional 5 years, subject to ‘market terms’ as agreed by SAI and Standards Australia, or as determined by an independent expert where agreement is not reached.

Currently, SAI pays Standards Australia a royalty of 10% of the net revenue received from the sale of the licenced material and an additional enhanced royalty of up to 15% (decreasing over time) in relation to the licensing of significant new material.

SAI is currently involved in three arbitrations with Standards Australia in relation to the PLA.

The first arbitration, commenced by Standards Australia in June 2015 alleges that SAI has failed to pay royalties under the PLA on certain revenues received from membership fees in respect of SAI’s customer royalty program. SAI denies liability. On June 2015, SAI estimated that its maximum potential exposure could approximate $1.5 million in respect of this claim.

The second arbitration, commenced by SAI in November 2015, alleges that Standards Australia has breached certain provisions of the PLA with respect to the currency of its catalogue and the production of new and updated standards and other material. Standards Australia denies liability.

The third arbitration commenced by Standards Australia in June 2016, alleges that SAI has breached certain provisions of the PLA with respect to the conversion and publishing of certain materials in formats other than PDF. SAI denies liability.

The extent of liability that may arise from these claims cannot be reliably estimated. All arbitrations are expected to be heard in June and July 2017.

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8.3.2 Financial performanceFollowing the implementation of the new operating structure, SAI’s Risk Management Solutions division is now managed on a regional basis. The three operating regions are: APAC, the Americas and EMEA.

Figure 9: Risk Management Solution Regional Performance


APAC

Financial performance for the APAC region was below expectations for FY16, driven primarily by underperformance in the Assurance division. This underperformance was largely due to a loss of smaller clients throughout China, Indonesia and Australia. Revenue improved in the final quarter of FY16, driven largely by an increase in Food auditing revenue. Further improvements in client experience and retention rates are expected, as both the Cintellate and i2i software platforms are launched into China, Indonesia and India.

The APAC region experienced a decline in revenue of 1.3% in constant currency terms, from $152.4 million in FY15 to $151.6 million in FY16. EBITDA however, saw an increase of 3.0% from $55.0 million to $56.6 million, with the EBITDA margin also increasing from 36.1% to 37.4% over the corresponding period. Risk Software outperformed the other products of Risk Management Solutions with a 5.0% increase in revenue from $11.8 million in FY15 to $12.4 million in FY16.

Americas

Following operational savings generated from improvements in efficiency of back office operations, the Americas has seen greater investment into the Commercial team in FY16. The region has continued to win new customers, whilst retaining existing customers throughout the process of structural change. In Assurance specifically, customer retention is at an all-time high.

The Americas region achieved revenue growth of 2.6% and EBITDA growth of 3.4% for FY16 (in constant currency terms), with EBITDA margins increasing slightly, relative to the prior period. Risk Software outperformed the other product offerings with an 8.7% increase in revenue from US$26.7 million in FY15 to US$29.0 million in FY16.

EMEA

EMEA underperformed in FY16, despite revenue growth in Risk Software, Learning and Knowledge products. Assurance experienced customer retention challenges and subsequently drove F

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underperformance across the region. The loss of two large customers, combined with lower than expected retention rates for smaller customers, led to a challenging year financially. Due to timing differences between the winning of a contract and delivery, FY17 will receive a significant portion of revenue from new business attained in FY16. The closure of small offices, to create stronger centres in Madrid and Warsaw, with management taking additional steps to address operational effectiveness is expected to contribute to the EMEA region’s growth in FY17.

The EMEA region saw FY16 revenue reduce by 4.1% in constant currency terms relative to the prior corresponding period due to the operational challenges discussed. EBITDA was reduced from $10.8 million in FY15 to $3.9 million in FY16.

8.4 Property Services

8.4.1 Overview of ProductsThe Property Services are grouped into two portfolios –BPO Services and Information Broking and data services.

BPO Services

SAI acts as a third-party service provider, targeting specific business processes related to Property Services. These products primarily relate to the processes of settlement and document management.

Table 17: Key BPO Products


As a provider of mortgage settlement and conveyancing workflow platforms in Australia, SAI enables end-to-end settlement services for banks and solicitors.

As a disruption to this service is PEXA, which offers a digital conveyancing platform, allowing theelectronic lodging of documents with land registries and financial settlement of property transactions. Although PEXA was forecast to be adopted by the market quickly, early traction nationally has not been achieved. Throughout this transition period, SAI continues to explore options for a workable hybrid property transaction platform that supports both electronic and manual settlement and exchanges.

Key SolutionsBPO ServicesProperty Settlement Services

An extensive network of settlement agent proffessionals, handling settlements for financial institution and legal and conveyancing industry clients

Document Management Services

Complementary services to the settlement services offered, including: scanning & imaging, proofing, digitising, indexing and archiving & storage of physical documents which are used to support a range of business processes

Professional ServicesA range of professional services for property settlement services, including: operational excellence consulting, business process engineering and project management services

Settlement ManagerEnd-to-end mortgage settlement management, offering conveyancers and solictors national scale, with online convenience

Settlement RoomA cloud-based facility to improve industry efficiency and reduce settlement failures in the property services industry

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Through partnering with additional BPO services, such as legal certification and document preparation, SAI is looking to secure continued growth across Property Services.

Information Broking and data services

SAI services the conveyancing/legal sector, banking and finance and commercial sectors with products providing information and data searching relating to property and conveyancing certificates.

Table 18: Key Information Broking and data services Products


SAI is a market leader in providing pure information broking in Australia for land registry and property searches and ASIC-sourced commercial information.

Key SolutionsInformation Broking and data services

Search ManagerProvides access to information and services for developing, transferring, managing and understanding Australian property. The ordering system contains all of the property certificates required for the sale and purchase of land

Planning and Roads Certificates

Branded certificates that are valid and respected sources of planning and roads information. They are relied upon by the legal and conveyancing industry to suport due diligence processes and assess purchasing risk for property buyers and sellers

Encompass and Dynamic Company and Securities Reports

A patent protected visualisation platform which enables clients to create and store interactive and shareable corporate trees, showing relationships across data supplied by ASIC, Land Registries and the PPS Register

Conveyancing Manager Enables legal and conveyancing firms to manage their end-to-end property workflows

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8.4.2 Financial performanceThe financial performance of SAI’s Property Services division for the year ended 30 June 2015 and 2016 is summarised below.

Table 19: Summary of financial performance

Source: SAI Annual Report FY16Note 1: Segment revenue includes other income

With regard to the financial performance summarised above, we note the following:

• Segment revenue for Property Services increased by 1.7% in FY16 (excluding authority fees, net revenue increased by 6.1% in FY16). The underlying EBITDA increased by 18.7% for the division over the corresponding period. This was achieved by a reduction in direct costs and overheads.

Period 12 months to 12 months to$ millions unless otherwise stated 30-Jun-15 30-Jun-16Segment revenue1 169.7 172.5Less: direct costs (115.5) (114.2)Gross margin 54.3 58.3Less: overheads (25.6) (24.3)EBITDA 28.7 34.1Less: depreciation (5.5) (6.0)Less: amortisation of intangible assets (0.9) (1.2)Segment result: (Profit before interest, tax and significant charges) 22.3 26.8StatisticsRevenue growth 1.7%Gross margin growth 7.5%EBITDA growth 18.7%EBIT growth 20.6%Gross margin 32.0% 33.8%EBITDA margin 16.9% 19.7%EBIT margin 13.1% 15.6%

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Valuation of SAI

9.1 SummaryWe have valued the equity in SAI in the range of $949.3 million to $1,080.7 million, which corresponds to a value of $4.31 to $4.90 per SAI Share. Our valuation assumes 100% ownership of SAI and therefore incorporates a control premium. Given the inclusion of a control premium, we would expect the valuation to be in excess of the value of SAI implied by its trading price in the absence of a takeover offer.

The assessed value for SAI reflects the estimated market value of SAI’s business divisions less net debt. Our valuation of SAI is summarised in the table below and detailed in the remainder of this section.

Table 20: Valuation summary

Source: KPMG Corporate Finance analysisNote: Table may not cast due to rounding

9.2 Methodology

9.2.1 OverviewOur valuation of SAI was prepared on the basis of 'market value'. The generally accepted definition of market value (and that applied by us in forming our opinion) is the value that should be agreed in a hypothetical transaction between a knowledgeable, willing, but not anxious buyer and a knowledgeable, willing, but not anxious seller, acting at arm’s length.

Market value excludes ‘special value’, which is the value over and above market value that a particular buyer, who can achieve synergistic or other benefits from the acquisition, may be prepared to pay.

Our valuation has had regard to the additional value resulting from estimated corporate cost savings that would generally be available to a pool of purchasers, both financial and trade. It does not include any other strategic or operational synergies that may be unique to Baring Asia. Accordingly, our range of values has been prepared independent of the specific circumstances of any potential bidder.

Section Value range$ million reference Low HighMaintainable Risk Management Solutions earnings (EBITDA) 9.3.2 115.8 115.8EBITDA multiple (on a control basis) 9.3.3 9.0 10.0Value of Risk Management Solutions division 1,042.2 1,158.0Maintainable Property Services earnings (EBITDA) 9.3.2 34.1 34.1EBITDA multiple (on a control basis) 9.3.3 8.0 9.0Value of Property Services division 272.6 306.6Maintainable Corporate Services cost allocation 9.3.2 (18.5) (18.5)EBITDA multiple (on a control basis) 9.3.3 9.0 10.0Capitalisation of Corporate Services (166.3) (184.8)Total value of operations 9.3 1,148.5 1,279.9Less: Adjusted net debt 9.4 (199.2) (199.2)Other assets and liabilities 9.5 - -Value of equity 949.3 1,080.7Fully diluted shares on issue (millions) 9.6 220.4 220.4Value per SAI Share ($) 4.31 4.90

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Market value is commonly derived by applying one or more of the following valuation methodologies:

the capitalisation of a sustainable level of earnings (Capitalised Earnings)

the discounting of expected future cash flows to present value (DCF)

the estimation of the net proceeds from an orderly realisation of assets (Net Assets)

trading prices for the company’s shares on ASX.

These methodologies are discussed in greater detail in Appendix 4. Ultimately, the methodology adopted is dependent on the nature of the underlying business and the availability of suitably robust information. A secondary methodology is typically adopted as a cross-check to ensure reasonableness of outcome, with the valuation conclusion ultimately being a judgement derived through an iterative process.

For profitable businesses, methodologies such as Capitalised Earnings and DCF are commonly used as they reflect ‘going concern’ values which typically incorporate some element of goodwill over and above the value of the underlying assets. For businesses that are either non-profitable, non-tradeable or asset rich, Net Assets is typically adopted as there tends to be minimal goodwill, if any.

9.2.2 Selection of methodologyWe have assessed the value of SAI using a SOTP approach. This has involved valuing the Risk Management Solutions and the Property Services divisions by adopting a Capitalised Earnings approach as the primary methodology. We have also valued Corporate Services separately, capitalising the costs. This was based on the following considerations:

a Capitalised Earnings approach is a commonly used method for the valuation of businesses and business operations that have a long operating history and a consistent earnings trend that is sufficiently stable to be indicative of ongoing earnings potential, which is the case for SAI’s divisions. Further, we consider there is sufficient market evidence available from which meaningful earnings multiples can be derived. Additionally, a number of transactions have occurred involving companies that operate within industries that are consistent with individual products of SAI’s business operations, such as the TIC, GRC and information brokerage industries

a DCF approach is also widely used in the valuation of established businesses. Apart from the FY17 budget, we have not been provided with a detailed financial model from which an in-depth, DCF analysis could be undertaken. Further, given SAI operates in a relatively mature and highly fragmented industry, inorganic growth options and digital and technology programmes form asubstantial part of its strategy, which requires considerable judgement in estimating future cash flows associated with the execution of these strategies. This may reduce the robustness of any results derived from a DCF analysis. Whilst we have not utilised a DCF approach as our primary valuation approach, we have considered the company’s FY17 budget and brokers’ forecasts to perform a high level DCF as a cross-check

a Net Assets approach is not considered appropriate in SAI’s case as this method would not capture the growth potential and goodwill associated with the businessF

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trading prices for SAI Shares are influenced by a number of factors. Historically, the volatility was driven by the unsolicited, indicative, conditional and non-binding proposal by PEP on 26 May 2014. More recently, it has been the dispute resolution procedures with Standards Australia and the impending renegotiation of the PLA terms. Accordingly, considerable judgement is required in deriving conclusions on the fundamental value of a SAI Share in the absence of a takeover offer based on an analysis of SAI’s recent share price performance.

Ultimately, the value of the business operations of SAI has been determined through an iterative process, ensuring the value derived from our primary Capitalised Earnings methodology is consistent with the outcomes of our high-level DCF cross-check and our analysis of SAI’s share price performance.

9.2.3 Selection of earnings metric Application of the Capitalised Earnings approach involves the capitalisation of the earnings or cash flows of a business at a multiple that reflects the risks of the business and the future growth prospects of the income it generates. Application of this methodology requires professional judgement as to:

• a level of earnings or cash flows expected to be maintainable that takes into account historic and forecast operating results, adjusted for non-recurring items and other known factors likely to impact on future operating performance

• an appropriate capitalisation multiple that is supported by market evidence derived from comparable transactions and sharemarket prices for comparable companies, whilst also considering the specific characteristics of the business being valued.

A Capitalised Earnings approach can be applied to a number of different earnings or cash flow measures, including, but not limited to, EBITDA, EBIT and net profit after tax. All are commonly used in the valuation of businesses and should provide a similar result.

We consider EBITDA to be an appropriate earnings metric as it removes differences in depreciation and amortisation policies adopted by market participants in various jurisdictions and therefore provides a measure of earnings that is not distorted by the impact of non-cash items.

9.2.4 Control premium considerationsWith regard to the multiples applied in a Capitalised Earnings approach, they are generally based on data from listed companies and recent transactions in a comparable sector, with appropriate adjustment after consideration has been given to the specific characteristics of the business being valued.

The multiples derived for listed comparable companies are generally based on share prices reflective of the trades of small parcels of shares. As such, they generally reflect prices at which portfolio interests change hands. That is, there is no premium for control incorporated within such pricing. They may also be impacted by the level of liquidity in trading of the particular stock. Accordingly, when valuing a business en bloc (i.e. 100%) it is appropriate to also reference the multiples achieved in recent transactions, where a control premium and breadth of purchaser interest are more fully reflected.

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Consistent with the requirements of RG 111, in valuing SAI we have assumed 100% ownership, and therefore included a premium for control when assessing the multiples implied by the share prices for listed comparable companies.

Observations from transaction evidence indicate that takeover premiums concentrate around a range between 20% and 35%14 for completed takeovers depending on the individual circumstances. In transactions where it was estimated that the combined entity would be able to achieve significant synergies, the takeover premium was frequently estimated to be in excess of this range. Takeover premiums can vary significantly between individual transactions as the final price paid will reflect to varying degrees:

pure control premium in respect of the acquirer’s ability to utilise full control over the strategy and cash flows of the target entity

the level of synergies available to all acquirers, such as the removal of costs associated with the target being a listed entity and/or costs related to duplicated head office functions

the expected costs to integrate and the uncertainties associated with timing of realising the targeted synergies

synergistic or special value that may be unique to a specific acquirer

the nature of the bidder, i.e. financial investor versus trade participant

the stake acquired in the transaction and the bidder’s pre-existing shareholding in the target

the stage of the market cycle and the prevailing conditions of the economy and capital markets at the time of the transaction

desire (or anxiety) for the acquirer to complete the transaction

whether the acquisition is competitive

the extent the target company’s share price already reflects a degree of takeover speculation.

14 KPMG Corporate Finance analysis based on Mergerstat data for Australian transactions completed between 2001 and 2016, comparing the closing price of the target company one day prior to the takeover announcement to the final offer price.F

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9.3 Value of Operating divisions

9.3.1 SummaryAs summarised in the table below, KPMG Corporate Finance has determined the enterprise value of SAI’s business to be in the range of $1,148.5 million to $1,279.9 million.

Table 21: Valuation of operating divisions


The valuation of SAI’s operating divisions were determined using a Capitalised Earnings approach, based on a maintainable EBITDA and a capitalisation multiple of:

• EBITDA of $115.8 million (adjusted for shares in associates and non-controlling interest) at 9.0 times to 10.0 times for the Risk Management Solutions division

• EBTIDA of $34.1 million at 8.0 times to 9.0 times for the Property Services division.

In relation to the Corporate Services we have capitalised these costs based on a weighted average multiple of the operating divisions as the costs incurred are associated with the operations and running of the business.

• ($18.5 million) at 9.0 times to 10.0 times for Corporate Services.

The basis for each of these assumptions is discussed in the sections below.

The selected EBITDA multiple range factors in a control premium, and hence the enterprise value of SAI’s business has been determined on a controlling basis.

9.3.2 Maintainable earningsMaintainable earnings represents the level of earnings that the business can sustainably generate in the future. We consider SAI’s recently released FY16 underlying EBITDA of $131.3 million to be a reasonable basis for determining the divisions’ maintainable earnings. In making this assessment, we have had regard to the following:

Section Value range$ million reference Low HighMaintainable Risk Management Solutions earnings (EBITDA) 9.3.2 115.8 115.8EBITDA multiple (on a control basis) 9.3.3 9.0 10.0Value of Risk Management Solutions division 1,042.2 1,158.0Maintainable Property Services earnings (EBITDA) 9.3.2 34.1 34.1EBITDA multiple (on a control basis) 9.3.3 8.0 9.0Value of Property Services division 272.6 306.6Maintainable Corporate Services cost allocation 9.3.2 (18.5) (18.5)EBITDA multiple (on a control basis) 9.3.3 9.0 10.0Capitalisation of Corporate Services (166.3) (184.8)Total value of operations 9.3 1,148.5 1,279.9

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illustrated in the figure below, is SAI’s underlying EBITDA for FY14, FY15 and FY16 and the median FY17 EBITDA based on broker forecasts (as Management has not released an FY17 earnings guidance15)

Figure 10: Underlying EBITDA

Source: SAI Global Annual Report FY15 and FY16, Broker ReportsNote: The current median broker consensus forecast for SAI’s FY17 EBITDA is $136.0 million

• the growth observed in FY15 EBITDA was the result of organic growth, operational efficiencies and favourable exchange rate movements, with minimal growth in underlying EBITDA achieved in FY16 and expected for FY17. This reflects the impact from reorganising the business divisions, costs associated with marketing and sales efforts and price competition particularly in the Assurance product

underlying EBITDA excludes the impact of one-off significant items, such as costs associated with the execution of operational efficiency initiatives, restructuring operations and merger and acquisition activities. Further details in relation to SAI’s significant items are included in Section 7.2 of this report

the current median broker consensus forecast for SAI’s FY17 EBITDA is $136.0 million with the range from $131.5 million to $139.5 million

with the reorganisation of the business from 1 July 2015, historical underlying EBITDA at the divisional level (Risk Management Solutions and Property Services) is not available for FY14. However, we note that the Risk Management Solutions underlying EBITDA growth for FY16, which constitutes 88% of SAI’s total FY16 underlying EBITDA, was 2.0%, whilst the Property Services underlying EBITDA grew at 18.7%. Offsetting this was the increase in Corporate Services by 17.0% for the period

overall, the underlying FY16 EBITDA growth of 4% is considered reasonable given the consolidation in the industry, price competition and investment in recruitment and marketing.

15 Whilst management have not provided FY17 guidance, as part of our work we have examined the FY17 budget.For

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We note that we have not adjusted maintainable earnings for potential cost savings associated with being a publicly listed company and/or duplicated head office functions which are available to any acquirer of 100% of SAI, as these types of general synergies are commonly subsumed within a premium for control that we have incorporated within our selection of the appropriate multiple.

As such, we have adopted the FY16 underlying EBITDA as the basis for our SOTP valuation, as shown in the table below.

Table 22: FY16 underlying EBITDA by division

Source: SAI Global Annual Report FY16, KPMG Corporate Finance analysisNote 1: Includes share of profit from associates and adjusted for non-controlling interests

9.3.3 EBITDA multipleThe multiple applied in a Capitalised Earnings methodology should reflect the return expected by an investor in the business. Returns are dependent on various factors including a business’ operational risks, growth profile, profitability, size and external environment, amongst others.

In selecting the multiple range to be applied, consideration is generally given to market evidence derived from listed comparable companies and recent transactions involving comparable businesses/assets, with an appropriate adjustment to reflect the specific characteristics of the business being valued.

Sharemarket evidence

In selecting an appropriate comparable company peer group, we have had regard to the following:

• SAI’s business is divided into two distinct operating divisions, Risk Management Solutions and Property Services. Due to the differences in the services, growth prospects of each division, different geographic footprints and impact from industry issues we have considered these divisions separately

• the products within the Risk Management Solutions division, being Risk Software, Learning, Assurance and Knowledge, are exposed to different value drivers:

• the Risk Software product, with a contribution of 13.3% to Risk Management Solutions FY16 revenue, is primarily a North American offering, with limited exposure to the rest of the world. The increased demand for Risk Management software, particularly GRC software platforms, creates strategic opportunities for SAI. The Risk Software product is also higher margin and has higher growth prospects

• the Learning product, with a contribution of 19.6% to Risk Management Solutions FY16 revenue, provides standards related classroom training and compliance and ethics e-learning. The compliance and ethics e-learning offering is a highly scalable product, with a large library of

$ million ValueRisk Management Solutions (adjusted)1 115.8Property Services 34.1Total division maintainable earnings 149.9Maintainable Corporate Services cost allocation (18.5)

SAI FY16 underlying EBITDA1 131.4

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content and courses and limited customisations required. The standards classroom training product is a high volume transactional product, with a diverse client base across all industry sectors

• the Assurance product, with a contribution of 45.7% (largest contribution) to the Risk Management Solutions FY16 revenue, is a product offering with a strong global footprint across developed countries and a large customer base that exhibits low attrition rates. Industries and countries that have a strong regulatory and compliance regime drive the demand for Assurance services. However, industry participants currently face digital disruption, industry consolidation opportunities due to the price competitive market, and limiting organic growth prospects within developed countries

• the Knowledge product, with a contribution of 21.3% to the Risk Management Solutions FY16 revenue, incorporates the PLA which provides SAI with a global licence to publish, distribute and sell all publications and associated products produced by Standards Australia. Resulting in SAI being the 2nd largest distributor in the standards distribution market globally with a diverse customer base and strong recurring revenue streams and margins. However, in accordance with the PLA, the terms of the agreement are to be renegotiated as part of the option extension. This is creating uncertainty for the business as the outcome is unknown at this time. There are also industry challenges with a trend towards a single international standard regime, as increases in the globalisation of trade are experienced.

• the products within the Property Services division, Information Brokerage and data services, are Australia-only with no international exposure. The Property Services division is facing significant digital disruption as digital/electronic processing is driven by customer demands. Continued investment in new BPO services and new commercial information products will be required to drive growth and competitiveness.

Due to the diverse nature of SAI’s operations, no single comparable company or transaction was identified that offers the same range of products and services that SAI provides. As such, when determining an appropriate multiple, we considered various comparable companies and transactions that covered aspects of the various products provided by SAI.

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The implied EBITDA multiples of the identified listed comparable companies are summarised in the table below and set out in more detail in Appendix 5. As discussed, we have considered a peer group for the Risk Management Solutions division and a separate peer group for the Property Services division.

Table 23: Sharemarket evidence – Risk Management Solutions

Source: S&P CapitalIQ (data as at 30 September 2016); KPMG Corporate Finance analysisNote 1: EBITDA growth (CAGR) is based on broker consensus forecasts over the next three yearsNote 2: EBITDA multiples defined as Enterprise Value (the gross capitalisation comprising the sum of the market capitalisation

adjusted for minority interests, preferred equity, plus borrowings less cash) divided by EBITDALTM = Last Twelve Months, NTM = Next Twelve Months

Table 24: Sharemarket evidence – Property Services

Source: S&P CapitalIQ (data as at 30 September 2016); KPMG Corporate Finance analysisNote 1: EBITDA growth (CAGR) is based on broker consensus forecasts over the next three yearsNote 2: EBITDA multiples defined as Enterprise Value (the gross capitalisation comprising the sum of the market capitalisation

adjusted for minority interests, preferred equity, plus borrowings less cash) divided by EBITDALTM = Last Twelve Months, NTM = Next Twelve Months

In relation to the trading multiples of the identified listed comparable companies, we note:

• the multiples at which the comparable companies are currently trading are primarily driven by the diversification of operations and geographic location, size and importantly, the growth prospects of the respective companies

• no single company provides the breadth of services and products of SAI. The comparable companies were categorised by their comparability to either the Risk Management Solutions or the Property Services division

• comparable companies with a significantly larger market capitalisation have a higher cash flow ability, allowing these organisations to have greater capacity with respect to maintenance and growth capital expenditure, whilst maintaining an appropriate dividend yield. This ability to invest in growth capital expenditure is extremely important in an industry due to the digital disruption and requirements for software investment. Therefore, it is likely that these comparable companies would trade at higher multiples relative to SAI, as evidenced by the multiples for the comparable companies

Market cap EBITDA margin EBITDA growth1

($AUDm) LTM CAGR +3Y LTM NTMThomson Reuters Corporation Canada 39,966 22.0% 0.6% 14.8 12.4SGS SA Switzerland 22,259 20.8% 5.6% 14.1 13.4Wolters Kluwer N.V. Netherlands 16,285 27.1% 5.4% 11.3 11.5Bureau Veritas SA France 12,218 19.5% 3.0% 11.9 11.5Eurofins Scientific SE France 9,997 19.8% 19.4% 16.9 15.4Intertek Group plc United Kingdom 9,535 18.9% 10.6% 15.0 12.7Exova Group plc United Kingdom 844 19.4% 5.7% 10.8 10.0

Risk Management Solutions CountryEBITDA multiple2


($AUDm) LTM CAGR +3Y LTM NTMEquifax Inc. United States 20,953 35.3% 13.6% 18.7 16.1FactSet Research Systems Inc. United States 8,459 37.7% 7.7% 15.9 15.4The Dun & Bradstreet Corporation United States 6,471 24.6% 4.7% 15.3 12.3First American Financial Corporation United States 5,623 11.6% n/a 5.9 5.7CoreLogic, Inc. United States 4,518 23.3% 8.0% 12.5 9.9Gruppo MutuiOnline S.p.A Italy 402 31.8% 5.6% 6.8 7.9

Property Services CountryEBITDA multiple2

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listed, with the exception of Exova Group plc and Gruppo MutuiOnline S.p.A, which have lower market capitalisations


• the comparable companies that provide services similar to the Assurance product, being SGS SA, Bureau Veritas SA and Intertek Group plc, have similar diversified customer bases and recurring revenue. They are also subjected to challenges from digital disruption. We note the lower EBITDA growth of 3.0% for Bureau Veritas SA is driving the lower multiple of 11.9 times LTM EBITDA and 11.5 times NTM EBITDA. With over 45% of Risk Management Solutions revenue generated from the Assurance product, the multiple for the Risk Management Solutions division is highly correlated to the trading multiple of businesses operating in the Assurance sector. Given the similar earnings profile and growth prospects of SAI to Bureau Veritas SA, we would expect the implied multiple for Bureau Veritas SA to be relevant in determining a multiple for the Risk Management Solutions division

• Eurofins Scientific SE and Exova Group plc also provide an Assurance product, however with a greater focus on providing testing services, with this sector currently experiencing consolidation it is less comparable to SAI’s Risk Management Solutions division. Eurofins Scientific SE trades at a higher multiple relative to Exova Group plc, given its growth both in revenue and EBITDA organically and inorganically. During FY16, Eurofins Scientific SE increased revenue by 44% having completed 12 acquisitions during this period. In comparison, Exova Group plc grew by 1.7% for the same period and completed two acquisitions. Given the EBITDA growth CAGR of 19.4% we would expect Eurofins Scientific SE to trade at a high multiple

• Wolters Kluwer N.V. has a number of divisions which provide similar services to SAI, these being GRC and the Legal & Regulatory division, which comprises approximately 50% of Wolters Kluwer N.V. revenue. We note that the Legal & Regulatory division faces similar structural changes as SAI’s Knowledge product, with the digitisation of legal documentation reducing the level of print publication. However, Wolters Kluwer N.V.’s other divisions, being Health and Tax & Accounting, are software based services which are considered to be growth areas of the business. In particular, the Health division’s revenue and adjusted operating profit for the six months ended 30 June 2016 grew by 9% and 15% respectively. We also note that Wolters Kluwer N.V. is able to generate stronger EBITDA margins by comparison to SAI at 27.1%. Overall, these factors would support Wolters Kluwer N.V.’s trading at a multiple higher than the Risk Management Solutions division of SAI

• Thomson Reuters Corporation sells electronic content and services to professionals. Services include information brokerage and risk management services, such as compliance training courses and regulatory intelligence (similar to the SAI’s Learning product). However, as Learning contributes less than 13.9% to SAI’s FY16 total revenue and given Thomson Reuters Corporation’s size, and provision of data analytics, the comparability to SAI is low.

Property Services

• comparable companies identified as being comparable to the Property Services division are predominately businesses that provide information brokerage services with the exception of First American Financial Corporation, an American insurance business that owns First Mortgage Services, F

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a direct competitor to the Mortgage Services product, and Gruppo MutuiOnline S.p.A which provides mortgage BPO services in Italy

• Corelogic, Inc provides information brokerage services for the property sector through its Property Intelligence division and risk management tools for the financial services sector through its Risk Management Workflow division, contributing 43% and 57% of revenue for the 2015 financial year respectively. However, in addition to pure information brokerage, Corelogic Inc. owns certain property, mortgage and consumer information, as well as holds a number of patent protected analytic software which contribute to a higher multiple when compared to the Property Services division

• both Equifax Inc. and The Dun & Bradstreet Corporation provide credit information and credit scoring services, which involves the collation and management of credit related information for financial institutions, government agencies and consumers. Both companies are highly exposed to the US, generating 77% and 81% of 2015 revenue from America respectively. Given this geographic market size, the EBITDA margins and size of the businesses, we would expect these companies to trade at a premium to SAI’s Property Services division

• FactSet Research Systems Inc. provides information brokerage to professionals in the financial services sector with access to 200 data suppliers, 100 news sources and 80 exchanges. FactSet Research Systems Inc. is one of the dominant providers of these service globally, with premium services such as real time data feeds and analytical and workflow tools contributing to the higher EBITDA margins achieved, we would expect FactSet Research Systems Inc. should trade at a premium to the Property Services division given these factors

• First American Financial Corporation, whilst owning a direct competitor to the Mortgage Services product of SAI in Australia, is predominantly a title and speciality insurance company in the American property sector, limiting the comparability of the business, and thus multiple, to theProperty Services division

• Gruppo MutuiOnline S.p.A is an Italian based business that provides business process outsourcing services to the mortgage sector as well as mortgage brokering services in Italy. However, differences in the mortgage settlement process between Australia and Italy, and that it also provides mortgage brokerage services, reduces the comparability of Gruppo MutuiOnline S.p.A to the Property Services division.

Transaction evidence

The price paid in transactions is widely considered to represent the market value of a controlling interest in the target company. The difference between the value of a controlling interest and a minority interest (as implied by the share price) is referred to as a premium for control. The quantum of this premium will vary dependent on the specific circumstances of each transaction, including the equity share acquired, the negotiating position of the parties, competitive tension in the sales process, the availability of synergies and the extent to which a buyer would pay away these synergies to gain control of the target.

As the Property Services division is only domestically based, we sought to identify relevant domestic transactions. However, the number of domestic transactions that involve a business that provides products similar to the Property Services divisions are limited. As such, we have also considered recent F

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international transactions which involve such companies that provide products and services similar to the Risk Management Solutions and Property Services. We note these multiples will be influenced by the market outlook in the countries they operate, as well as other company specific factors.

The table below sets out the EBITDA multiples implied by recent domestic and international transactions that involved companies that provide products similar to those offered by the Risk Management Solutions or Property Services divisions for which sufficient financial data is publicly available.

Table 25: Transaction evidence

Source: Company financial statements and announcements; S&P CapitalIQ; KPMG Corporate Finance analysisNote: Transaction value refers to enterprise values as of the date of completion

LTM multiples calculated based on EBITDA from the most recently available results as at the transaction announcement date, after normalisation adjustments

Whilst not all the transactions identified have an implied transaction multiple, due to a lack of publicly available information, for completeness these transactions have been noted within the table. Each of the above transactions are described in Appendix 5.

EBITDA Announcement Transaction Percentage multipleDate Acquirer Target value (AUD) acquired LTM11-Jul-16 Onex Corporation; Baring Private

Equity Asia; Onex Partners IV LPThomson Reuters Corporation, Intellectual Property & Science Business

4,714.9 100.0% 11.3x

18-Sep-15 Equifax Inc. Veda Group Limited 2,620.4 100.0% 20.1x17-Jun-15 Keysight Technologies, Inc. Anite Group Plc 743.3 100.0% 12.6x08-Apr-15 ACTA Holding BV Inspecta Group Oy 283.0 100.0% 14.0x02-Jun-14 Insight Venture Partners iParadigms 813.0 100.0% n/a07-May-14 Vespa Capital Catalis SE 2.5 13.3% 8.3x14-Apr-14 Goldman Sachs Group, Merchant

Banking Division; The Blackstone Group L.P.

Ipreo Holdings LLC 1,021.6 86.0% n/a

17-Mar-14 Vestar Capital Partners, Inc.; Vestar Capital Partners VI, L.P.

Institutional Shareholder Services Inc.

402.5 100.0% n/a

20-Dec-13 Bureau Veritas SA Maxxam Analytics 682.2 100.0% 12.5x29-Nov-13 BC Partners Mergermarket Limited 685.6 100.0% n/a27-Oct-13 DMG Information SearchFlow and Millar & Bryce

and Rochford Brady Legal Services and Insight Hub and Decision First

126.5 100.0% 12.5x

30-Jun-13 CoreLogic, Inc. Marshall & Swift/Boeckh, LLC, DataQuick Information Systems, Inc. and the Credit and Flood Services

716.3 100.0% 12.2x

26-Feb-13 Wolters Kluwer Corporate Legal Services

Third Coast Holdings Inc 200.9 62.0% n/a

07-Feb-13 Cobepa S.A.; Five Arrows Managers SAS; Five Arrows Principal Investments

HOLDING SOCOTEC - S.A.S. 585.8 100.0% n/a

24-Feb-11 Eurofins Scientific SE Eurofins Lancaster Laboratories 198.2 100.0% n/a22-Jun-10 Bureau Veritas SA Inspectorate Holdings Plc 759.9 100.0% n/a02-Apr-08 3i Group Plc Inspicio PLC 664.0 100.0% 14.9x

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Whilst the business operations of the target companies are broadly comparable to aspects of SAI business operations, in assessing the comparability of the implied multiples it is necessary to consider the particular attributes of the target companies and the specific circumstances surrounding each transaction, including:

• the size of the business. The transaction relating to Catalis SE was significantly smaller in size and for a minority interest of 13.3%. As such, we would anticipate the implied transaction multiple to be at the low end of the range as larger businesses typically attract higher multiples in part due to the benefits associated with greater scale and diversification. In addition, acquiring a minority interest does not usually attribute a premium due to the lack of control over the operations and dividend policy. Whilst we note the size of the transaction for the portfolio of businesses acquired by DMG Information, the synergistic factors available in this transaction support the higher implied transaction multiple

• the growth prospects of the business. In circumstances where the growth prospects of the target are relatively strong, the transaction multiple will tend to be higher, and vice versa. During recent years, the organic growth prospects for businesses operating in emerging markets have tended to be favourable relative to businesses operating in mature developed markets. This is observed in the acquisition of Thomson Reuters Corporation’s Intellectual Property & Science (IPS) business by a consortium led by Onex Corporation at an implied LTM EBITDA multiple of 11.3 times. The IPS platform provided the acquirer with a differentiated market and growth opportunity in Asia. We also note the acquisition of Veda Group Limited (Veda) by Equifax Inc, at an implied transaction multiple of 20.1 times, whilst high, the multiple reflects the potential synergies available to Equifax and the potential for Equifax to expand into Asia, with Veda providing the regional hub. Alternatively, global players in the industry that have a smaller proportionate presence across certain developed markets may look to increase their exposure to these developed markets as part of their growth strategy, as the risks related to entering these markets would be lower when compared to entering an emerging market. The acquisition of Maxxam Analytics International, a leading Canadian TIC company was seen as a strategic acquisition for Bureau Veritas SA, a global TIC company which had minimal presence in North America. This entry into a new market drives the achievement of an LTM EBITDA multiple of 12.5 times, providing a platform for Bureau Veritas SA in the US

• the level of synergies available to the acquirer. In transactions where it was expected that the combined entity would be able to achieve substantial synergies, takeover premiums, and consequently implied EBITDA multiples, are typically higher. This is observed in CoreLogic’s acquisition of Marshall & Swift/Boeckh, LLC, DataQuick Information Systems, Inc. and the Credit and Flood Services at a LTM EBITDA multiple of 12.2 times, which facilitated the expansion of CoreLogic’s coverage in the property and casualty insurance industries as well as adding scale to CoreLogic’s existing property data and analytics business. The acquisition of a portfolio of businesses that provide property related searches to legal professionals in the UK and Ireland by DMG Information at an implied LTM EBITDA multiple of 12.7 times, complements DMG Information's existing business operations within the property sector, and contributes to DMG Information’s strategy of increasing products and services. We also note that, Equifax is likely to extract significant amounts of synergies given the comparable business of Veda further supporting the LTM EBITDA multiple of 20.1 timesFor

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• the sector focus of the business. For testing businesses that service high growth sectors, such as the technology sector, it would not be unreasonable that these businesses would transact at higher transaction multiples, given the growth outlook. This is observed in the acquisition of Anite Group Plc, which provides testing of mobile devices, chipsets, infrastructure and networks, by Keysight Technologies Inc at an LTM EBITDA multiple of 12.6 times

• the underlying economic strategy and prevailing economic conditions of the transaction.Consolidation of businesses that operate in similar industries are typically at higher multiples as the rationale for such activity is to either extract economies of scale or synergies. This is observable in the acquisition of Inspicio PLC, by 3i Group Plc, and Inspecta Group Oy, by ACTA Holding BV, at an implied transaction multiple of 14.9 times and 14.0 times respectively. At the time of the acquisition, 3i Group Plc was undertaking a consolidation strategy, consolidating testing and inspection companies, having acquired Inspector, a testing business operating in Finland. As part of the transaction the global head of business services at 3i Group noted that "… the deal takes us further into a very interesting market space… the key attraction is the fragmented market where Inspicio has taken a number of steps towards consolidation."

Selection of an appropriate multipleCompany specific considerations

In determining an appropriate EBITDA multiple for SAI’s divisions, it is necessary to consider the specific attributes of the businesses being valued. In this regard, we note:

• differences in the growth and margins achieved by companies that provide Risk Management Solutions or Property Services

• services such as mortgage services and information brokerage typically have lower margins due to the low barriers to entry and difficulty in differentiation

• there are some near term challenges facing SAI both in the Risk Management Solutions and the Property Services division. These include the renegotiation of the PLA in December 2018 with respect to the option for a 5 year extension at ‘market terms’. This is likely to impact on the earnings achieved in the Knowledge product. In relation to the Property Services, the industry focus on digitisation and disruption from PEXA to the mortgage services

• SAI will also be required to balance and manage capital investment and dividend returns whilst staying competitive through development of compliance software and digital products and services

• the Assurance business with a diversified customer base with recurring revenue, is operating in an industry undergoing rapid consolidation, digital disruption and price competition

• despite these challenges, we note the historical growth of SAI in the underlying EBITDA was 4% for FY16 with a consensus broker underlying EBITDA growth of 3.6% for FY17

• as evidenced by brokers’ consensus forecasts, SAI is expected to have modest prospects over the short to medium term. The brokers’ consensus forecast is underlying EBITDA growth of 5.9% in FY18 and (4.6%) in FY19. The decline in FY19 reflects the likely effects on the PLAF

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• SAI has a strong track record of successfully integrating acquisitions, which provides confidence in the inorganic growth plans which form part of its strategy to acquire and partner in certain product areas

• SAI’s geographical diversification in the Risk Management Solutions division increases the risk of earnings volatility driven by foreign exchange rate fluctuations particularly the movements in the US Dollar

• the Australian-only exposure of the Property Services division compared to the global footprint of the Risk Management Solutions.

Control premium considerations

When assessing the available market information to determine a value for SAI on a controlling interest basis, it is necessary to consider an appropriate control premium to apply. We consider an appropriate control premium for SAI to be in the 20% to 35% range (on an equity value basis) which is typically observed in successful takeovers in Australia, having regard to:

the level of pure control premium considered to be appropriate in respect of the acquirer’s ability to utilise full control over the strategy and cash flows of SAI

the level of general synergies available to all acquirers, such as the removal of costs associated with SAI being a listed entity and/or costs related to duplicated head office functions

the fragmented nature of the industries SAI operates within, which is characterised by a large number of competitors, which are either materially larger in size, and compete on a global scale, or are smaller and privately held

the dominant position SAI holds within the respective markets of certain products provided, such as the provision of standards within Australia and the strength of SAI’s GRC offering

the growth potential within certain product lines, such as Risk Software, as well as the risks associated with executing the necessary strategies to achieve the growth prospects.

Consideration of market evidence

Multiples based on share prices of listed comparable companies reflect the value of portfolio interests in the underlying company and are commonly assumed to exclude a premium for control.

Based on the sharemarket evidence derived from listed comparable companies providing similar products and services as SAI, the following considerations are relevant in determining appropriate EBITDA multiples for SAI’s business operations:

• materially larger organisations are likely to generate higher levels of earnings which would result in greater pool of capital to either fund new opportunities or invest into technologies to remain competitive and retain or increase market share. This capability would likely result in a premium in the EBITDA multiple for these companies. Thus, when compared to Thomson Reuter Corporation

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and SGS SA, with a market capitalisation of $40.0 billion16 and $22.3 billion16, we would expect SAI, with a market capitalisation of $764.2 million17, to trade at a discount relative to Thomson Reuter Corporation’s and SGS SA’s LTM EBITDA multiple of 14.8 times and 14.1 times respectively

• organisations that have strong earnings growth expectations will trade at a premium relative to businesses that do not, resulting in a premium in the earning multiples for these businesses. Thus, when compared to Eurofins Scientific SE, Intertek Group plc and Equifax, with a 3 year forecast EBITDA CAGR of 19.4%18, 10.6%18 and 13.6%18 respectively, we would expect SAI, with a 3 year forecast EBITDA CAGR of 3.9%18, to trade at a discount these companies

• prior to the announcement of the Scheme, on 23 September 2016, SAI traded at an implied LTM EBITDA multiple of 8.1 times, dependent on the growth prospects that the market attribute to SAI at the time

• the other listed peers are less comparable, particularly in terms of size, operational and geographical diversification.

Based on the market evidence derived from transactions involving companies that provide products or services similar to SAI, the following considerations are relevant in determining an appropriate EBITDA multiple for SAI’s business operations:

• a number of the identified transactions largely relate to transactions that consolidate the participants in the TIC industry, which would drive a higher multiple given the potential growth prospects, access to new markets, economies of scale and synergy expectations

• the multiples achieved for the remaining identified transactions, being the acquisition of IPS, Anite Group Plc and Catalis SE, are relevant as they demonstrate the impact of size, exposure to emerging markets and high growth sectors on earnings multiples

• whilst the comparable transactions provide relevant reference points for SAI, their implied multiples were also influenced by the prevailing market outlook and economic conditions in the countries in which the target operated.

Selected multiple range

On balance, having regard to the factors detailed above, and including a premium for control, we consider an appropriate LTM EBITDA multiple for:

• the Risk Management Solutions division to be in the range of 9.0 times to 10.0 times

• the Property Services division to be in the range of 8.0 times to 9.0 times

• the capitalisation of Corporate Service has been determined with reference to the multiple range adopted when valuing the divisions. As the Risk Management Solutions division is materially larger

16 Market capitalisation as at 30 September 201617 Market capitalisation as at 23 September 201618 S&P CapitalIQ – broker consensus forecasts as at 23 September 2016F

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than the Property Services division, the appropriate capitalisation multiple for Corporate Services would largely be consistent with the multiple range adopted for the Risk Management Solutions division. Therefore, a LTM EBITDA multiple range of 9.0 times to 10.0 times is considered to be appropriate.

9.4 Adjusted net debtSAI’s adjusted net debt for valuation purposes is $199.2 million as set out in the table below.

Table 26: Adjusted net debt

Source: SAI Global Annual Report FY16, KPMG Corporate Finance analysis

In relation to the adjustments applied to SAI’s net debt position as at 30 June 2016, we note:

• cash adjustment for payment of Final Dividend19. We have adjusted SAI’s cash balance as at 30 June 2016 for the payment of the Final Dividend on 23 September 2016 in order to enable a like-for-like fairness assessment, as the total consideration to be received by SAI Shareholders under the Scheme is net of the Final Dividend

• cash adjustment for SAI Options to be exercised. In calculating the value per SAI Share, we have applied the total number of fully diluted shares on issue in accordance with the terms of the Scheme.

The Board has concluded the SAI Options and SAI Performance Rights (other than the Rollover Incentive Securities), will vest, subject to the Scheme becoming effective, and automatically convert into SAI Shares immediately before the Record Date.

At the date of this report, there were 5,275,822 SAI Options outstanding, with a range of exercise prices, which were included in the calculation of the total number of fully diluted shares on issue. The proceeds from exercising the SAI options are to be received by SAI and have been adjusted in the net debt calculation. No proceeds are to be received from the SAI Performance Rights.

9.5 Other considerationsSurplus assets and liabilities are those assets and liabilities not required to sustain the adopted level of maintainable earnings. Based on our discussions with SAI management, we are not aware of any material surplus assets or liabilities that require consideration in our valuation of SAI.

19 Final Dividend is the final dividend for FY16 of 9.5 cents per share fully franked

$ million 30-Jun-16Total debt 286.4Less: Cash at 30 June 2016 (85.4)Cash adjustment for payment of Final Dividend 20.3Cash adjustment for SAI Options to be exercised (22.1)Adjusted net debt 199.2

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9.6 Number of shares on issueSAI has 213,432,054 ordinary shares on issue, 5,275,822 SAI Options and 1,653,389 SAI Performance Rights (other than the Rollover Incentive Securities) over unissued ordinary shares. These SAI Options and SAI Performance Rights will vest, subject to the Scheme becoming effective and convert into SAI shares. Therefore, on a fully diluted basis, the number of shares on issue is 220,361,265.

9.7 Valuation cross-checkWe have cross-checked the primary valuation by undertaking a high level DCF analysis and analysing recent trading prices of SAI Shares, discussed below.

9.7.1 High-level DCF analysisA DCF approach is widely used in the valuation of established businesses. However, apart from the FY17 budget, we have not been provided with a detailed financial model from which an in-depth, DCF analysis could be undertaken. Further, given SAI’s strategy for further cost and operational effectiveness, investment in compliance software and digital related products and services, considerable judgement is required in estimating future cash flows associated with SAI’s strategy, which may reduce the robustness of any results derived from a DCF analysis. Whilst we have not utilised a DCF approach as our primary valuation approach, we have undertaken a high level DCF analysis based on the company’s strategic business plan as a cross-check.

For this purpose, a high-level financial model has been developed by KPMG Corporate Finance that allows certain key drivers of value to be modelled. The model is based on a number of key assumptions and is subject to significant uncertainty and contingencies, many of which are outside the control of SAI. A number of different scenarios have been analysed to reflect the impact on value of various key assumptions relating to revenue growth, operating margins and other factors, including synergies and benefits which would be available to more than one potential purchaser (or a pool of potential purchasers) of SAI.

The key assumptions underlying our high-level DCF analysis include:

• nominal, ungeared post tax cash flow forecasts have been discounted using a weighted average costof capital (WACC), resulting in an equity value for SAI (on a controlling interest basis) after deducting SAI’s adjusted net debt position

• the cash flow forecasts comprise an explicit forecast period of 1 year and a terminal value assumption thereafter (based on a Gordon Growth Model)

• forecast EBITDA margin based upon the FY17 budget, excluding the impact from the PLA, which has been forecast separately

• an allowance for general synergies in the form of $1.5 million per annum in cost savings associated with listing costs, which we would expect to be available to more than one potential purchaser (or a pool of potential purchasers) of SAIF

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• a long term capital expenditure to revenue ratio of approximately 3.0%, based upon discussions with Management. The capital expenditure reflects maintenance capital expenditure only given the difficulty to model growth initiatives given the uncertainty of timing and quantum

• working capital requirements to grow at a rate of approximately 3.7% of revenue to support the assumed growth in SAI’s operating business

• nominal corporate tax rate of 30% for SAI on a consolidated basis

• terminal growth rate of 3.25% to reflect growth in the short term not captured in the explicit forecast period

• discount rate (WACC) in the range of 8.5% to 9.5% as detailed in Appendix 6.

Our DCF analysis assumes that the business operates on an “as is” basis, with no major changes to the competitive and regulatory environment.

The resultant value range under our high-level DCF analysis supports our assessed valuation of SAI derived from our primary Capitalised Earnings methodology.

9.7.2 SAI Share price analysis cross-checkAs previously discussed, the Scheme Consideration provides a substantial premium to the SAI Share price prior to the announcement of the Scheme.

To ensure that the SAI Share price pre-announcement represents an appropriate value for a non-controlling interest we have considered the following:

• the VWAP analysis of SAI Shares over the previous twelve months to the announcement of the Scheme, which indicated the SAI Shares are relatively liquid

• the free float, which was approximately 99.6%20 prior to the announcement of the Scheme, indicates that there is no substantial shareholder ownership reducing the available trading of shares.

In the same way we have considered the brokers’21 target prices and note the following:

• broker target prices reflect the forward looking value of a share on a non-controlling basis

• the target prices available prior to the announcement of the Scheme ranged from $3.45 to $3.95, with a mean and median of $3.69 and $3.65, respectively

• SAI’s closing price of $3.59 on the day prior to the announcement of the Scheme, was within the range of the brokers’ target prices.

20 S&P CapitalIQ21 The brokers represent 8 brokers KPMG Corporate Finance have identified which reported on SAI prior to the announcement of the SchemeF

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Based on the above, we note that nothing has come to our attention that would suggest that the SAI Share price is not a reliable estimate of the value of a portfolio interest in the Company (excluding a premium for control).

As there are no matters to suggest that these prices are not a reliable estimate, we consider the implied premiums in our valuation of SAI to these pre-announcement values are reasonable. As such this analysis does not suggest that our valuation of SAI is inappropriate.

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Appendix 1 – KPMG Corporate Finance DisclosuresQualificationsOur report has been prepared in accordance with professional standard APES 225 "Valuation Services" issued by the Accounting Professional & Ethical Standards Board.

The individuals responsible for preparing this report on behalf of KPMG Corporate Finance are Joanne Lupton and Ian Jedlin. Joanne is an Associate of the Institute of Chartered Accountants Australia and New Zealand, a Fellow of the Financial Services Institute of Australasia and holds a Commerce degree from the University of New South Wales. Ian is an Associate of the Institute of Chartered Accountants Australia and New Zealand, a Senior Fellow of the Financial Services Institute of Australasia and holds a Master of Commerce from the University of New South Wales. Both Joanne and Ian have a significant number of years’ experience in the provision of corporate financial advice, including specific advice on valuations, mergers and acquisitions, as well as the preparation of expert reports.

DisclaimersIt is not intended that this report should be used or relied upon for any purpose other than KPMG Corporate Finance’s opinion as to whether the Scheme is in the best interests of SAI Shareholders. KPMG Corporate Finance expressly disclaims any liability to any SAI Shareholder who relies or purports to rely on the report for any other purpose and to any other party who relies or purports to rely on the report for any purpose whatsoever.

Other than this report, neither KPMG Corporate Finance nor the KPMG Partnership has been involved in the preparation of the Scheme Booklet or any other document prepared in respect of the Scheme.Accordingly, we take no responsibility for the content of the Scheme Booklet as a whole or other documents prepared in respect of the Scheme.

We note that the forward-looking financial information prepared by SAI does not include estimates as to the potential impact of any future changes in taxation legislation in Australia. Future taxation changes are unable to be reliably determined at this time.

IndependenceKPMG Corporate Finance and the individuals responsible for preparing this report have acted independently.

In addition to the disclosures in our Financial Services Guide, it is relevant to a consideration of our independence that, during the course of this engagement, KPMG Corporate Finance provided draft copies of this report to management of SAI for comment as to factual accuracy, as opposed to opinions which are the responsibility of KPMG Corporate Finance alone. Changes made to this report as a result of those reviews have not altered the opinions of KPMG Corporate Finance as stated in this report.

ConsentKPMG Corporate Finance consents to the inclusion of this report in the form and context in which it is included with the Scheme Booklet to be issued to the shareholders of SAI. Neither the whole nor any part of this report nor any reference thereto may be included in any other document without the prior written consent of KPMG Corporate Finance as to the form and context in which it appears.F

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Appendix 2 – Sources of informationIn preparing this report we have been provided with and considered the following sources of information:

Publicly available information

the Scheme Booklet including the Notice of meeting and Explanatory Memorandum

Annual Reports of SAI for the year ended 30 June 2016 and the years ended 30 June 2015 and 2014

press releases, public announcements, media and analyst presentations material and other public filings by SAI including information available on the company’s website

brokers’ reports and recent press articles on SAI and the risk management and property servicesindustries

sharemarket data and related information on Australian and international listed companies engaged in risk management and BPO and Information Broking services

various reports published by IBISWorld

financial information from S&P Capital IQ, Bloomberg, ThomsonONE, IRESS and Connect4.

Non-public information

management accounts for SAI for the years ended 30 June 2016 and 2015

financial forecasts and business plans

other confidential documents, board papers, presentations and working papers.

In addition, we have held discussions with, and obtained information from, the senior management of SAI, independent directors of SAI, as well as SAI’s advisors.

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Appendix 3 – Industry overview

Industry OverviewSAI operates in two main areas: Risk Management Solutions and Property Services.

SAI’s Risk Management Solutions consists of four key products: Risk Software, Learning, Assurance and Knowledge. SAI’s Risk Software products helps clients to identify, assess, prioritise and mitigate risks and obligations. The Learning products provide a range of integrated on-line and face-to-face learning solutions to improve individual and organisational capabilities by increasing technical skills, knowledge and competencies. The Assurance products provide independent third party inspections to ensure that clients’ products, systems, supply chains and distribution channels meet required local and international standards. The Knowledge products provide clients with the knowledge and insight to make critical decisions. These products align closely to the Testing, Inspection and Certification (TIC) industry.

SAI’s Property Services division provides two core services which are, BPO services, and Information Broking and data services. The BPO services primarily consist of property settlement, documents management, professional, and settlement services. The Information Broking and data services includes information and data searching, planning certificates and software to facilitate property transactions.

TIC industry in Australia

The purpose of the TIC industry is to provide clients with assurance that their processes, products, and systems meet the required local and international standards and regulations. This is often regulated based on quality, health and safety, environmental protection, and social responsibility. As well as becoming legally compliant, this should further help to reduce the risk of failure, accidents, delays, and disruption for the clients, and it should also improve productivity, and quality. TIC services can be applied to any product, service, or industry.

The services offered by the TIC industry are broad and include, quality and safety assurance, product performance evaluations, certification and valuation of shipments, consulting, advisory, supply chain assurance, industrial inspections, auditing, training, systems certifications, and providing access to relevant standards.

Key drivers

The key drivers for the TIC industry are detailed below:

Government regulation: any increase in government regulation will lead to growth of the TIC industry, due to an increase in the number and complexity of regulations.

Updates to local and international standards: the rate at which the legal standards are updated will be a key driver in the knowledge sector of the industry.

Business profit: an increase in business profit allows for more investment into third party TIC providers.

Consumer awareness of product and manufacturing safety: an increase in end user awareness of product manufacturing safety will increase the demand for independent TIC providers, as companies will look to reduce the concerns of customers.F

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Outsourcing: many companies currently carry out TIC processes in house. If these companies look to outsource this process, then there will be an increase in demand for the service.

Global trade: an increase in global trade affects the TIC industry. The total volume of goods manufactured leads to an increase in demand for TIC services. An increase in the complexity of government regulations and standards as companies expand their export destinations will drive TIC services.

Innovation and diversity: an increase in innovation and diversity in the manufacturing system will increase the complexity of TIC work, and it is likely that companies will seek out experts for these services.

Industry Participants

Globally the TIC industry is highly fragmented with approximately 2,000 small independent companies, however the top 15 companies account for roughly 40% of the global market share. Smaller TIC companies tend provide products towards a specific industry, including manufacturing, engineering, or financial institutions.

Outlook

The global TIC market is thought to be over €100 billion in size, and over the past 15 years, it has had acompounded annual growth rate (CAGR) of five to six percent22, with this growth expected to continue in the future. The key drivers that are contributing to this growth, include the increase in global trade, an increasing trend in outsourcing, and continuous updates of international and local standards.

Outsourcing

There is a current trend for companies to outsource business processes to external providers. Although companies often have the ability to do this in-house, by outsourcing they are able to access the expertise of companies which are able specialize, this leads to an increase in overall efficiency and cost. This allows companies to focus on performing higher value tasks, and leads to lower fixed costs for the company. This also leads to a reduction in risk. This trend is expected to continue because as companies continue to outsource this service, they lose the internal capability to provide it, therefore increasing reliance on the industry.

Updates to local and international standards

The continuous updating and improvement of standards guarantees that there will be a constant influx of regulations, requiring interpretation, review, and understanding. Businesses will struggle to handle all of this information internally and will likely look to employ companies that have the expertise, and are better able to handle the information to provide assurance of their own systems.

However, delayed timing and assurance of new standards will present a challenge for assurance businesses.

22 Trends & Challenges for the third party TIC Sector; and its implications for CEOC International, CEOC International, September 2015F

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Business Process Outsourcing

The BPO industry involves the provision of third-party outsourcing services, generally on a contract basis. The BPO industry provides a variety of outsourcing solutions to clients, such as call centres, debt collection and recruitment. Although companies can undertake these tasks in house, many are finding that by outsourcing to specialised professionals they are able to access higher levels of expertise, and economies of scale. These benefits have led to consistent growth over the past five years, with revenue increasing at an annualised 2.2% over that time frame.23

Key drivers

The key drivers for the BPO industry are detailed below:

Business profits: as business profits increase firms will be better equipped to search the market and engage third parties in outsourcing activities.

Offshoring: an increase in the trend of offshoring BPO services will lead to a reduced demand within the Australian industry.

Automated internal processes: an increase in the ease of automated processes, including cloud based systems will lead to less firms choosing to outsource these processes.


The industry as a whole is highly fragmented as BPO companies tend to specialise in certain areas, for example, accounting, information technology, or legal firms. Many companies also specialise in the industry that they operate in to ensure that they are able to provide their client with highly specialised, and accurate information.

Outlook

The major risks in this industry are offshoring, and the improvement of user-friendly, cloud-enabled systems that will allow clients to keep their business processing in house. Countries, such as India and the Philippines are increasingly being utilised for offshoring activities due to increased technological sophistication and the low cost of labour. The growing use of cloud-enabled systems will allow companies to undertake and streamline some of these processes that they would normally have moved to BPO companies.

Even with these risks over the five years through to 2020-21, the industry is expected to grow at an annualised 3.1%, and will reach $36.6 billion24. This is mainly due to continued growth in demand for BPO services, as providers have offered a wider range of integrated services to customers at a lower cost.

Information Broking

The Information Broking industry typically operates on contract based revenue. The pricing model is based on fixed price per search with authority fees payable by the broker for access to databases. Therefore the industry is heavily reliant on access to external databases, and as the information is

23 IBIS World Industry Report – Demand from business process outsourcing in Australia (2015)24 IBIS World Industry Report – Demand from business process outsourcing in Australia (2015)F

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typically not owned by the broking companies, competitive advantages are obtained through exclusive access to certain databases, or in the way that companies present the information to clients.

Key driversThe key drivers for this industry are listed below:Demand for information: the information broking industry will continue to grow as companies increase their demand for relevant information which is tailored to them and the industry that they operate inIncrease in business size: as businesses grow and their tasks become more complex they will seek ways to better utilise internal resources. This may lead to an increase in demand for services that can provide information quickly, and in an easily interpretable formatGovernment regulation: in many industries there are legal requirements that companies acquire specific information prior to entering business with other entities, any change in these regulations will lead to a change in demand in the industryAvailable data: new markets will potentially open up as the range of available data continues to increaseMany companies which provide information broking services provide the services to specific sectors, such as the mining, property, and credit management. The drivers for these sector will be closely correlated with the drivers of the industries in which they service.


This is a highly fragmented industry due to the wide array of sectors that it serves. There are many smaller companies that offer boutique services that only apply to specific sectors or populations, and there are others that have a wide array of offerings which are catered to a variety of industries.

However, barriers to entry exist for providers who acquired and who have developed databases over an extended period of time. However, as analytical techniques improve and new entrants will be able to use technology to accumulate, analyse, and present the data in a competitive way.

Property Services

We have also considered the property industry given SAI’s BPO service focusses on mortgage settlement and conveyancing. The settlement model and industry is subject to disruption through the move to digitise processes and technology. An example of this is the introduction of PEXA in 2014. PEXA is an online property settlement platform, which is digitally transforming the property exchange experience.

In Australia over the past 5 years there has been significant growth in the residential sector due to record low interest rates and increased government incentives, which has increased demand. The trend of baby boomers downsizing has also benefited the industry, as well as real estate being seen as an investment opportunity.

The Australian residential property market is expected to slow, with a forecast annualized growth rate of 0.7% over the five years through to 202125. This may lead to a reduction in the total volume of transactions, which will also reduce ancillary services.

25 IBIS World Industry Report – Real Estate Services (2016)For

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Appendix 4 – Overview of valuation methodologiesCapitalisation of earnings

An earnings based approach estimates a sustainable level of future earnings for a business (maintainable earnings) and applies an appropriate multiple to those earnings, capitalising them into a value for the business. The earnings bases to which a multiple is commonly applied include Revenue, EBITDA, EBIT and NPAT.

In considering the maintainable earnings of the business being valued, factors to be taken into account include whether the historical performance of the business reflects the expected level of future operating performance, particularly in cases of development, or when significant changes occur in the operating environment, or the underlying business is cyclical.

With regard to the multiples applied in an earnings based valuation, they are generally based on data from listed companies and recent transactions in a comparable sector, but with appropriate adjustment after consideration has been given to the specific characteristics of the business being valued. The multiples derived for comparable quoted companies are generally based on security prices reflective of the trades of small parcels of securities. As such, multiples are generally reflective of the prices at which portfolio interests change hands. That is there is no premium for control incorporated within such pricing. They may also be impacted by illiquidity in trading of the particular stock. Accordingly, when valuing a business en bloc (100%) we would also reference the multiples achieved in recent mergers and acquisitions, where a control premium and breadth of purchaser interest are reflected.

An earnings approach is typically used to provide a market cross-check to the conclusions reached under a theoretical DCF approach or where the entity subject to valuation operates a mature business in a mature industry or where there is insufficient forecast data to utilise the DCF methodology.

Discounted cash flow

Under a DCF approach, forecast cash flows are discounted back to the valuation date, generating a net present value for the cash flow stream of the business. A terminal value at the end of the explicit forecast period is then determined and that value is also discounted back to the valuation date to give an overall value for the business.

In a DCF analysis, the forecast period should be of such a length to enable the business to achieve a stabilised level of earnings, or to be reflective of an entire operation cycle for more cyclical industries. Typically a forecast period of at least five years is required, although this can vary by industry and by sector within a given industry.

The rate at which the future cash flows are discounted (the Discount Rate) should reflect not only the time value of money, but also the risk associated with the business’ future operations. This means that in order for a DCF to produce a sensible valuation figure, the importance of the quality of the underlying cash flow forecasts is fundamental.

The Discount Rate most generally employed is the WACC, reflecting an optimal (as opposed to actual) financing structure, which is applied to unleveraged cash flows and results in an Enterprise Value for the business. Alternatively, for some sectors it is more appropriate to apply an equity approach instead, applying a cost of equity to leveraged cash flows to determine equity value.F

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In calculating the terminal value, regard must be had to the business’ potential for further growth beyond the explicit forecast period. This can be calculated using either a capitalisation of earnings methodology or the ‘constant growth model’, which applies an expected constant level of growth to the cash flow forecast in the last year of the forecast period and assumes such growth is achieved in perpetuity.

Net assets or cost based

Under a net assets or cost based approach, total value is based on the sum of the net asset value or the costs incurred in developing a business to date, plus, if appropriate, a premium to reflect the value of intangible assets not recorded on the balance sheet.

Net asset value is determined by marking every asset and liability on (and off) the entity’s balance sheet to current market values.

A premium is added, if appropriate, to the marked-to-market net asset value, reflecting the profitability, market position and the overall attractiveness of the business. The net asset value, including any premium, can be matched to the ‘book’ net asset value, to give a price to net assets, which can then be compared to that of similar transactions or quoted companies.

A net asset or cost based methodology is most appropriate for businesses where the value lies in the underlying assets and not the ongoing operations of the business (e.g. real estate holding companies). A net asset approach is also useful as a cross-check to assess the relative riskiness of the business (e.g. through measures such as levels of tangible asset backing).

Enterprise or equity value

Depending on the valuation approach selected and the treatment of the business’ existing debt position, the valuation range calculated will result in either an enterprise value or an equity value being determined.

An enterprise value reflects the value of the whole of the business (i.e. the total assets of the business including fixed assets, working capital and goodwill/intangibles) that accrues to the providers of both debt and equity. An enterprise value will be calculated if a multiple is applied to unleveraged earnings (i.e. revenue, EBITDA, EBITA or EBIT) or unleveraged free cash flow.

An equity value reflects the value that accrues to the equity holders. To compare an enterprise value to an equity value, the level of net debt must be deducted from the enterprise value. An equity value will be calculated if a multiple is applied to leveraged earnings (i.e. NPAT) or free cash flow, post debt servicing.

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Appendix 5 – Market evidence

Sharemarket evidenceThe following table sets out the implied EBITDA multiples for selected listed companies operating in the Risk Management Solutions and Property Services sectors:

Table 27: Comparable companies multiples - Risk Management Solutions


Table 28: Comparable company beta analysis – Risk Management Solutions


Table 29: Comparable company multiples - Property Services


Market cap EBITDA margin EBITDA growth($AUDm) LTM CAGR +3Y LTM NTM

Thomson Reuters Corporation Canada 39,966 22.0% 0.6% 14.8 12.4SGS SA Switzerland 22,259 20.8% 5.6% 14.1 13.4Wolters Kluwer N.V. Netherlands 16,285 27.1% 5.4% 11.3 11.5Bureau Veritas SA France 12,218 19.5% 3.0% 11.9 11.5Eurofins Scientific SE France 9,997 19.8% 19.4% 16.9 15.4Intertek Group plc United Kingdom 9,535 18.9% 10.6% 15.0 12.7Exova Group plc United Kingdom 844 19.4% 5.7% 10.8 10.0

Risk Management Solutions CountryEBITDA multiple

Beta analysis Levered beta Unlevered beta Debt to equity Debt to valueRisk Management Solutions Country 2-year weekly 2-year weekly 2-year avg 2-year avg

Thomson Reuters Corporation Canada 0.67 0.57 25% 20%SGS SA Switzerland 1.06 1.01 5% 5%Wolters Kluwer N.V. Netherlands 0.88 0.74 24% 19%Bureau Veritas SA France 0.76 0.65 26% 21%Eurofins Scientific SE France 0.85 0.79 12% 11%Intertek Group plc United Kingdom 0.98 0.88 16% 14%Exova Group plc United Kingdom 0.33 0.26 32% 24%


($AUDm) LTM CAGR +3Y LTM NTMEquifax Inc. United States 20,953 35.3% 13.6% 18.7 16.1FactSet Research Systems Inc. United States 8,459 37.7% 7.7% 15.9 15.4The Dun & Bradstreet Corporation United States 6,471 24.6% 4.7% 15.3 12.3First American Financial Corporation United States 5,623 11.6% n/a 5.9 5.7CoreLogic, Inc. United States 4,518 23.3% 8.0% 12.5 9.9Gruppo MutuiOnline S.p.A Italy 402 31.8% 5.6% 6.8 7.9

Property Services CountryEBITDA multiple2

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Table 30: Comparable company beta analysis - Property Services


Description of comparable companies

A brief description of the selected comparable companies for the Risk Management Solutions and the Property Services divisions are provided below:


Thomson Reuters Corporation

Thomson Reuters Corporation provides news and information for professional markets worldwide. The company was formerly known as The Thomson Corporation and changed its name to Thomson Reuters Corporation in April 2008. It was founded in 1799 and is headquartered in New York. The company sells electronic content and services to professionals primarily on a subscription basis. In 2014, Thomson Reuters Corporation generated a revenue of US$12.6 billion, and operated primarily through four core business units: Financial & Risk (51.8%), Legal (26.8%), Tax & Accounting (10.9%), and Intellectual Property & Science (8.0%). On top of these four core services, Thomson Reuters operates a news service which accounted for 2.5% of revenue.

SGS SA

SGS SA provides inspection, verification, testing, certification, and quality assurance services in Europe, Africa, the Middle East, the Americas, and the Asia Pacific. SGS SA was founded in 1878 and is headquartered in Geneva, Switzerland. Its product offering includes certification, inspection, outsourcing, product testing, training and development, verification, consultancy, and audit services. In 2015, SGS SA made CHF 5.7 billion, split between its 10 operating segments: Agricultural (6.4%), Minerals (11.1%), Oil, Gas, & Chemicals (19.6%), Life Science (3.7%), Consumer Testing (19.8%), Systems & Services Certification (7.3%), Industrial (15.5%), Environmental (6.4%), Automotive (5.6%), and Governments and Institutions (4.6%).

Wolters Kluwer N.V.

Wolters Kluwer N.V., together with its subsidiaries, provides information, software, and services in Europe, North America, the Asia Pacific, and internationally. The company was founded in 1889 and is headquartered in Alphen aan den Rijn, the Netherlands. In 2015, Wolters Kluwer earned €4.2 billion, split between its four operating segments: Tax & Accounting (26.9%), Governance, Risk & Compliance (25.3%), Legal & Regulatory (23.5%), and Health (24.3%). The primary services that Wolters Kluwer N.V. offer include tax, accounting, risk & compliance solutions, software, information, and clinical decision support.

Beta analysis Levered beta Unlevered beta Debt to equity Debt to valueProperty Services Country 2-year weekly 2-year weekly 2-year avg 2-year avg

Equifax Inc. United States 0.94 0.86 16% 13%FactSet Research Systems Inc. United States 1.02 1.02 0% 0%The Dun & Bradstreet Corporation United States 1.18 0.98 33% 25%First American Financial Corporation United States 0.77 0.77 0% 0%CoreLogic, Inc. United States 0.96 0.76 44% 31%Gruppo MutuiOnline S.p.A Italy 0.33 n/a 4% 4%

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Bureau Veritas SA

Bureau Veritas SA provides testing, inspection, and certification services in the areas of quality, health and safety, environmental protection, efficiency, and social responsibility. It was founded in 1828 and is headquartered in Neuilly-sur-Seine, France. The company has a wide array of products, including inspecting, testing, auditing, and certifying the products, assets, and management systems of its clients inrelation to regulatory or self-imposed standards, as well as issuance of compliance reports. In 2015,Bureau Veritas earned a revenue of €4.6 billion, split between its eight operating divisions: Marine & Offshore (8.7%), Industry & Facilities (22.2%), In-Service Inspection & verification (12.9%), Construction (12.0%), Certification (7.6%), Commodities (16.7%), Consumer Products (14.2%), and Government Services & International Trade divisions (5.6%).

Eurofins Scientific SE

Eurofins Scientific SE provides various analytical testing services worldwide. It offers a portfolio of approximately 130,000 analytical methods for evaluating the safety, identity, composition, authenticity, origin, traceability, and purity of biological substances and products. It serves the pharmaceutical, food, environmental, and consumer products industries, as well as various worldwide governments. In 2015, Eurofins Scientific SE generated a revenue of €1.95 billion, which was split between the 7 different countries that it operates in: Benelux (8.1%), France (19.0%), Germany (12.8%), North America (33.0%), Nordic countries (8.4%), the United Kingdom & Ireland (4.9%), and other countries (13.8%). The company operates approximately 200 laboratories in 36 countries. Eurofins Scientific SE was founded in 1987 and is headquartered in Luxembourg.

Intertek Group plc

Intertek Group plc provides quality and safety solutions to various industries worldwide. The company was founded in 1885 and is headquartered in London, the United Kingdom. Intertek has a wide array of services including auditing, certification, consulting, inspection, sourcing testing & analysis, and training. In 2015 Intertek earned a revenue of £4.6 billion, split between its five core operating segments: Consumer Goods (18.8%), Commercial & Electrical (19.1%), Chemicals & Pharmaceuticals (8.5%), Commodities (25.2%), and Industry & Assurance (28.4%).

Exova Group Plc

Exova Group plc provides laboratory based testing, calibration, and related advisory services worldwide. It serves the aerospace, industrial, oil and gas, health sciences, and product certification, and Middle East sectors. Exova Group plc earned £296.5 million in revenue in 2015, which was split between its five core services, Aerospace (16%), oil, gas and industrial (23%), product certification (32%), health sciences (19%), and Middle East (10%). The company was founded in 1920 and is headquartered in Edinburgh, the United Kingdom.

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Property Services

Equifax Inc

Equifax Inc. provides information solutions and human resources BPO services for businesses, governments, and consumers. The company operates through four segments: U.S. Information Solutions (USIS), International, Workforce Solutions, and Personal Solutions. It offers these services in the following locations: the United States, Argentina, Brazil, Canada, Chile, Costa Rica, Ecuador, El Salvador, Honduras, Mexico, Paraguay, Peru, Portugal, the Republic of Ireland, Spain, the United Kingdom, and Uruguay. Equifax Inc. was founded in 1899 and is headquartered in Atlanta, Georgia. In 2015, Equifax earned US$2.7 billion in revenues, split between its four segments in the following ratios: USIS (44.0%), Workforce Solutions (21.7%), International (21.3%), and Personal Solutions (21.0%).

FactSet Research Systems Inc.

FactSet Research Systems Inc. provides integrated financial information and analytical applications to the investment community in the United States, Europe, and the Asia Pacific. The company combines content regarding companies and securities from various markets into a single online platform of information and analytics. It serves professionals in the corporate, legal, governmental, and academic fields who are involved in hedge funds, private equity, sell-side research, equity sales, trading, consulting, investor relations, law firms, and academic institutions. FactSet Research Systems Inc. was founded in 1978 and is headquartered in Norwalk, Connecticut. FactSet Research Systems Inc.’s applications provide users access to company and industry analyses, multi-company comparisons, company screening, portfolio analysis, predictive risk measurements, and much more. In 2015, FactSet Research Systems Inc. earned US$331.9 million in revenue, which was split geographically: United States (67.4%), Europe (25.0%), and APAC (7.6%).

The Dun & Bradstreet Corporation

The Dun & Bradstreet Corporation provides commercial data, analytics, and insights on businesses worldwide. In 2015, Dun & Bradstreet Corporation earned US$1.6 billion in revenue split between its two primary service offerings: Risk Management Solutions (59.8%), and Sales and Marketing Solutions (40.2%). Its customers include manufacturers, wholesalers, and retailers in banking, technology, telecommunication, government, and insurance fields, as well as sales, marketing, and business development professionals. The Dun & Bradstreet Corporation was founded in 1841 and is headquartered in Short Hills, New Jersey.

First American Financial Corporation

First American Financial Corporation, through its subsidiaries, provides financial services. It operates in two segments: Title Insurance and Services, and Specialty Insurance. The Title Insurance and Services segment issues title insurance policies on residential and commercial property, as well as offers relatedproducts and services, which include closing, escrow, provides access to title plant records and images, and offers banking, and investment advisory services. It offers its products through a network of direct operations and agents in the United States, as well as in Canada, the United Kingdom, Australia, and other countries. The Specialty Insurance segment provides property and casualty insurance, including coverage to residential homeowners and renters for liability losses and typical hazards, such as fire, theft, vandalism, and other types of property damage. First American Financial Corporation was incorporated in F

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2008 and is headquartered in Santa Ana, California. In 2015, First American Financial Corporation earned US$5.2 billion, which was split between its two segments, Title Insurance and Services (92.5%), and Specialty Insurance (7.5%)

CoreLogic, Inc

CoreLogic, Inc. provides property information, analytics, and data-enabled services in North America, Western Europe, and the Asia Pacific. The company was formerly known as The First American Corporation and changed its name to CoreLogic, Inc. in June 2010. It was incorporated in 1894 and is headquartered in Irvine, California. In 2015 CoreLogic Inc earned US$1.54 billion, which was generated through two segments, which are: Risk Management and Workflow segment (56.9%), and Property Intelligence segment (43.1%). The company’s Risk Management and Work Flow segment owns or licenses loan information, property sales and characteristic information, natural hazard data, parcel maps, employment verification, criminal records, and eviction records. Its Property Intelligence segment owns or licenses loan information, property sales and characteristic information, property risk and replacement cost, natural hazard data, geospatial data, parcel maps, and mortgage-backed securities information.

Gruppo MutuiOnline S.p.A

Gruppo MutuiOnline S.p.A., through its subsidiaries, provides online retail credit and insurance brokerage, and BPO services in Italy. In 2015 Gruppo MutuiOnline S.p.A. earned a revenue of €120.7 million, which was generated by two divisions: Broking division (47.3%), and BPO division in (52.7%). The company is headquartered in Milan, Italy. The company’s Broking division distributes mortgage loans, personal loans, and third party liability products through a network of agents and through websites. Its Business Process Outsourcing division offers outsourcing services for banks, credit institutions, insurance companies, and asset management companies.

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Transaction evidence The following table sets out EBIT multiples implied by recent transactions that involved companies operating in similar industries to SAI Global within Australia, and internationally.

Table 31: Comparable transaction analysis


Acquisition of Thomson Reuters Corporation, Intellectual Property & Science by Onex Corporation, Baring Private Equity Asia, Onex Partner IV L.P.On 11 July 2016, Thomson Reuters Corporation’s Intellectual Property & Science (IPS) business was acquired by Onex Corporation and Baring Private Equity Asia for US$3.55 billion in cash. In 2015, IPS generated US$1.0 billion, which made up 8.2% of Thomson Reuters’ total revenue for that year. The primary sectors IPS’s services include Government & Academic research, Intellectual Property, and Life Sciences.

EBITDA Announcement Transaction Percentage multipleDate Acquirer Target value (AUD) acquired LTM11-Jul-16 Onex Corporation; Baring Private

Equity Asia; Onex Partners IV LPThomson Reuters Corporation, Intellectual Property & Science Business

4,714.9 100.0% 11.3x

18-Sep-15 Equifax Inc. Veda Group Limited 2,620.4 100.0% 20.1x17-Jun-15 Keysight Technologies, Inc. Anite Group Plc 743.3 100.0% 12.6x08-Apr-15 ACTA Holding BV Inspecta Group Oy 283.0 100.0% 14.0x02-Jun-14 Insight Venture Partners iParadigms 813.0 100.0% n/a07-May-14 Vespa Capital Catalis SE 2.5 13.3% 8.3x14-Apr-14 Goldman Sachs Group, Merchant

Banking Division; The Blackstone Group L.P.

Ipreo Holdings LLC 1,021.6 86.0% n/a

17-Mar-14 Vestar Capital Partners, Inc.; Vestar Capital Partners VI, L.P.

Institutional Shareholder Services Inc.

402.5 100.0% n/a

20-Dec-13 Bureau Veritas SA Maxxam Analytics 682.2 100.0% 12.5x29-Nov-13 BC Partners Mergermarket Limited 685.6 100.0% n/a27-Oct-13 DMG Information SearchFlow and Millar & Bryce

and Rochford Brady Legal Services and Insight Hub and Decision First

126.5 100.0% 12.5x

30-Jun-13 CoreLogic, Inc. Marshall & Swift/Boeckh, LLC, DataQuick Information Systems, Inc. and the Credit and Flood Services

716.3 100.0% 12.2x

26-Feb-13 Wolters Kluwer Corporate Legal Services

Third Coast Holdings Inc 200.9 62.0% n/a

07-Feb-13 Cobepa S.A.; Five Arrows Managers SAS; Five Arrows Principal Investments

HOLDING SOCOTEC - S.A.S. 585.8 100.0% n/a

24-Feb-11 Eurofins Scientific SE Eurofins Lancaster Laboratories 198.2 100.0% n/a22-Jun-10 Bureau Veritas SA Inspectorate Holdings Plc 759.9 100.0% n/a02-Apr-08 3i Group Plc Inspicio PLC 664.0 100.0% 14.9x

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Acquisition of Veda Group Limited by Equifax Inc.On 17 September 2015, Veda Group Limited was acquired by Equifax Inc. for a cash consideration of $2.4 billion and assumed debt of approximately $261.5 million. Veda is a data analytics company that provides credit information and analysis in Australia, New Zealand, and internationally. It primarily operates in three segments, Consumer Risk & Identity, Commercial Risk and Information Services, and B2C & Marketing. Veda’s operations are predominantly located within Australia, contributing 88.5% of total revenues (according to IBISWorld). The operating segments include Consumer Risk & Identity, Commercial Risk & Information and B2C & Marketing generating 32.4%, 39.6% and 16.5% of total revenues, respectively.

Acquisition of Anite plc by Keysight TechnologiesOn 13 August 2015, Keysight Technologies Netherlands B.V. completed the acquisition of Anite plc from a group of sellers for approximately £360 million in cash. Anite plc provides mobile device, infrastructure, and network testing systems to the wireless market in the United Kingdom, the Americas, other Europe, the Middle East, African countries, and internationally. The company’s Handset Testing segment offers wireless test systems that enable manufacturers to design chipsets, mobile devices, and network equipment.

Acquisition of Inspecta Group Oy by ACTA Holding BVOn 9 June 2015, ACTA Holding BV completed the acquisition of Inspecta Group Oy from a consortium of investors led by 3i Group plc for approximately US$220 million. Inspecta Group Oy provides inspection, testing, certification, technical consultancy, and training services in Northern Europe. It offers inspections at various levels, such as design review, installation, manufacturing, modernization, maintenance, and in-service inspections for solutions ranging from small measuring devices to pressure vessels; non-destructive and destructive testing services ranging from ultrasonic and magnetic particle inspections to hardness testing aspects; and certification services in the areas of management systems, products and personnel.

Acquisition of iParadigms by Insight Venture PartnersOn 2 June 2014, iParadigms LLC was acquired by Insight Venture Partners for US$752 million. iParadigms is the world’s leading provider of web-based solutions for plagiarism prevention and student feedback. Its two main products are Turnitin, and iThenticate, which offer plagiarism detection for academic work, and book publishing, respectively. Revenue from these products is generated through a subscription fee from academic institutions and publishing houses. Prior to the sale, iParadigms’ products reviewed 100 million documents annually and were being used in over 100 countries. iParadigms, LLC is headquartered in Oakland, California.

Acquisition of Catalis SE by Vespa CapitalOn 7 May 2014, Vespa Capital concluded a sale and transfer contract to acquire 13.3% stake in Catalis SE from Navigator Equity Solutions NV for €1.7 million. The transfer agreement includes 0.8 million Catalis shares at €2 per share as well as 0.1 million Catalis share options. Catalis SE, through its subsidiaries, provides outsourcing services for the digital media and entertainment industry worldwide. It offers testing services, such as quality assurance, compliance, and certification services to the media, games, publishing, e-commerce, and consumer electronics industries. F

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Acquisition of Ipreo Holdings LLC by Goldman Sachs Group, Merchant Banking Division, and The Blackstone Group L.P.On 14 April 2014, Goldman Sachs Group, Merchant Banking Division (Goldman Sachs) and the Blackstone Group L.P. bought Ipreo Holdings LLC from KKR & Co L.P for an estimated US$975 million. Ipreo Holdings LLC develops and provides market intelligence, data, and technology solutions to participants in the global capital markets that include sell-side banks, publicly traded companies, and buy-side institutions in the United States and internationally. Ipreo was founded in 2006 and is based in New York with operations in the Americas, Europe, the Middle East, North Africa, and the Asia-Pacific.

Acquisition of Institutional Shareholder Services Inc. by Vestar Capital Partners, Inc.On 17 March 2014, Institutional Shareholder Services Inc. (ISS) was acquired by Vestar Capital Partners, Inc. for a cash consideration of US$364.0 million from MSCI Inc. ISS is the world’s leading provider of proxy advisory and corporate governance solutions to financial market participants. ISS’ primary products include Compensation Data and Analytics, Governance Suite, and Proxy Research & Publications. In 2013, ISS accounted for 11.8% of MSCI’s US$1.0 billion of revenue.

Acquisition of Maxxam Analytics International by Bureau Veritas SAOn 31 January 2014, Bureau Veritas SA completed the acquisition of Maxxam Analytics International Corporation from OMERS Private Equity for CAD$650 million. The transaction is financed partially by a credit line of CAD 729.79 million (€500 million) from BNP Paribas and HSBC France. Maxxam Analytics International Corporation provides analytical services and solutions to energy, environmental, food, and DNA industries.

Acquisition of Mergermarket Limited by BC PartnersOn 29 November 2013, BC Partners acquired Mergermarket Limited for £382.0 million from Pearson PLC. BC Partners strategy is to grow Mergermarket through strategic acquisitions which will aim to boost its subscription based news service. Mergermarket is a global information provider, providing mergers and acquisitions (M&A) information and services to banks, law firms, corporate clients and private equity firms. It provides predictive intelligence reports on corporate strategy, a global library of historical M&A transactions with financials and exit multiples, and private equity search facilities. In 2012, Mergermarket generated £152.0 million of revenue. Mergermarket was incorporated in 1999 and is based in London, United Kingdom with additional locations in North and South America, Europe, the Asia-Pacific, the Middle-East, and Africa.

Acquisition of SearchFlow, Millar & Bryce, Rochford Brady Legal Services, Insight Hub, and Decision First by DMG InformationOn 4 February 2014, DMG Information acquired a portfolio of businesses for total consideration of £75.8 million from Decision Insight Information Group, a portfolio company of the US private equity firm TPG Capital. The businesses acquired were SearchFlow, Millar & Bryce, Rochford Brady Legal Services, Insight Hub, and Decision First. These businesses are the UK and Ireland’s leading property search group. DMG Information purchased these businesses to expand their Information business.

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Acquisition of Marshall & Swift/Boeckh, LLC, DataQuick Information Systems, Inc. and the Credit and Flood Services by CoreLogic, Inc.On 25 March 2014, CoreLogic, Inc. acquired Marshall & Swift/Boeckh, LLC, DataQuick Information Systems, Inc. and the Credit and Flood Services from TPG Capital’s Decision Insight Information Group for US$652.5 million in cash. Marshall & Swift/Boeckh, LLC supplies local building cost information, residential and commercial property valuation technology, and other services. DataQuick Information Systems, Inc. provide real estate information solutions & property data, and analytics information. Credit and Flood Services provide flood zone determination, and credit servicing operations. Marshall &Swift/Boeckh, LLC and DataQuick Information Systems, Inc. are based in Los Angeles and San Diego, California.

Acquisition of Third Coast Holdings Inc. by Wolters Kluwer Corporate Legal ServicesOn 26 February 2014, Wolters Kluwer Corporate Legal Services purchased the outstanding 62% of Third Coast Holdings, Inc. for US$180 million in cash from SSM Partners. Wolters Kluwer has held a 38% minority interest in Third Coast Holdings since 2002. Third Coast Holdings engages in the development of enterprise legal management software and services for general counsel and law firms. In 2013, prior to the acquisition, 80% of Third Coast Holdings’ revenue was subscription based. This acquisition will enhance Wolters Kluwer Corporate Legal Services’ capabilities to offer enterprise legal management solutions, as well as open additional avenues for international expansion whilst creating operational efficiencies.

Acquisition of SOCOTEC International S.A. by Cobepa S.A. et alOn 7 February 2013, Cobepa S.A., Five Arrows Principal Investments managed by Five Arrows Managers SAS and employees and Management of SOCOTEC International S.A. acquired SOCOTEC International S.A. from Qualium Investissement, Pierre Errant and Alain Quesne and management for €450 million in cash. Cobepa will have 63% stake, Five Arrows Managers will take 20% with the remaining 17% held by employees and Management of SOCOTEC International. SOCOTEC International S.A. provides risk management services for construction and property, industry and energy, infrastructure, local authorities, services, healthcare, and retail sectors in France and internationally.

Acquisition of Lancaster Laboratories Inc. by Eurofins Scientific SAOn 4 April 2011, Eurofins Scientific SA completed the acquisition of Lancaster Laboratories, Inc. from Thermo Fisher Scientific, Inc. for US$200 million. Lancaster Laboratories, Inc., is a commercial contract laboratory, provides laboratory services in the pharmaceutical, biopharmaceutical, and environmental sciences in its laboratories and client facilities. In addition, the company offers staffing services various technical disciplines. It serves clients from a range of businesses and industries, including Fortune 100 industrial companies and the largest pharmaceutical/biopharmaceutical companies, as well as virtual, small, and mid-sized companies. In 2010, Lancaster Laboratories had revenues of US$115 million.

Acquisition of Inspectorate Holdings Plc by Bureau Veritas SAOn 9 September 2010, Bureau Veritas SA completed the acquisition of Inspectorate Holdings Plc for £450 million. Inspectorate Holdings Plc provides inspection and testing services. The company's services include: shore, ship, terminal, and pipeline inspections; metal and mineral inspections, and weighing and drawing accurate samples; inspection services and consumer products inspection services.F

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Acquisition of Inspicio PLC by 3i Group PlcOn 4 February 2008, 3i Group Plc, completed the acquisition of Inspicio PLC, the UK listed testing and inspection service provider. Inspicio PLC provides environmental testing, inspection, and compliance services in the United Kingdom. They offer geotechnical services, such as testing, inspection, and compliance services for land-based and overwater projects. The company also provides materials testing services and environmental safety compliance services.

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Appendix 6 – Discount RateWhere cash flow forecasts consist of free cash flows to all providers of funding, the WACC is commonly employed as the basis for determining an appropriate discount rate. For the purposes of our high-level DCF analysis, we have adopted a WACC for SAI in the range of 8.5% to 9.5%, which we consider appropriately reflects the expected return of a hypothetical prudent purchaser, based upon the perceived risks associated with an investment in SAI’s business operations.

The WACC represents an estimate of the weighted average required return from both debt holders and equity investors. The WACC calculation is typically based on the assumptions of:

• a constant optimal capital structure

• interest payments on debt being tax deductible.

The WACC is derived using the following formula:

WACC = [Kd * Wd * (1-t)] + [Ke * We]

Table 324: WACC parametersParameter DescriptionKd Cost of debtWd Percentage of debt in capital structureKe Cost of equityWe Percentage of equity in capital structuret Company tax rate


The cost of equity is derived using a modified Capital Asset Pricing Model as follows:

Ke = Rf + ß * (Rm - Rf) + α

Table 335: Cost of equity parametersParameter DescriptionRf Risk free rate, representing the return on risk-free assets

Rm Market rate of return, representing the expected average return on a market portfolio

(Rm - Rf) Market risk premium, representing the excess return that a market portfolio is expected to generate over the risk free rate

β Beta factor, being a measure of the systematic risk of a particular asset relative to the risk of a market portfolio

α Specific risk factor, which may be included to compensate for risks which are not adequately captured in the other parameters


The selection of the appropriate discount rate to apply to the forecast cash flows of any asset or business operation is fundamentally a matter of judgement rather than a precise calculated outcome. Whilst there is commonly adopted theory that provides a framework for the derivation of an appropriate discount rate, it is important to recognise that given the level of subjectivity involved, the calculated discount rate should be treated as broad guidance rather than objective truth. Furthermore, discount rate assessments need to F

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consider both current market conditions and future expectations, and to the extent that there are any changes in conditions and expectations over time, an adjustment to the discount rate at a future point in time may be warranted.

Given the forecast cash flows are denominated in Australian Dollars, we have utilised the following parameters reflective of the Australian capital markets environment in determining an appropriate WACC range for SAI.

Table 346: Selected WACC parametersParameter Input DescriptionKd 5.6% – 6.1% Long term cost of debt has been approximated by adding the spread between BBB-

rated Australian Corporate bonds and Australian Government bonds to our long term risk free rate. The selected cost of debt range represents an ‘all-in’ rate, including an allowance for upfront/refinance costs.

WdWe

15%85%

Based on SAI's target gearing range and the gearing observed for comparable companies.

t 30% Based on the Australian company tax rate.

Rf 3.9% The risk free rate has been selected by reference to the current spot yield and long term forecast yields on 10-year Australian Government bonds. We have adopted 3.9% as an appropriate risk free rate, which represents a blended long term risk free rate.

(Rm - Rf) 6.0% A market risk premium of 6.0% is regarded as appropriate by KPMG Corporate Finance for the current long-term investment climate in Australia. It also falls within the range of market risk premiums commonly adopted by valuation practitioners in Australia, and is supported by published studies and surveys analysing market risk premiums for the Australian market.

β 0.8 – 0.9 The selected beta has been referenced to the 2-year unlevered betas of comparable companies as detailed in Appendix 5.

α 0% – 0.5% The selected alpha reflects specific risks associated with SAI.

Source: KPMG Corporate Finance analysis, S&P Capital IQ

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Appendix 7 – GlossaryAbbreviation Description$ Australian dollarAGM Annual General MeetingAnnouncement Date 26 September 2016APAC Asia Pacific regionASIC Australian Securities and Investments Commission ASX Australian Securities Exchange Baring Asia Baring Asia Private Equity Fund VIBaring Asia Group Collectively, Baring Asia Private Equity Fund VI and Baring Asia BidCo, its wholly owned subsidiaryBaring Private Equity Asia Baring Private Equity Asia Group Limited and its related advisory entitiesBPO Business Process OutsourcingCAGR Compound Annual Growth Rate CEO Chief Executive OfficerCorporations Act Corporations Act 2001 (Cth)Corporations Regulations Corporations Regulations 2001 (Cth)CSA Canadian Standards InstituteDCF Discounted cash flowDTA Deferred tax assetDTL Deferred tax liabilityEBIT Earnings before interest and taxEBITDA Earnings before interest, tax, depreciation and amortisationEffective Date The date on which the Scheme becomes effective EHS Environmental, Health and SafetyEMEA Europe, the Middle East and AfricaEPS Earnings per shareFIRB Foreign Investment Review BoardFinal Dividend The amount of the final dividend declared for the financial year ended 30 June 2016 of 9.5 cents, paid on

23 September 2016FY Financial yearGRC Governance, Risk and ComplianceIER Independent Expert’s ReportIPO Initial Public OfferingISO International Organisation for StandardisationIT Information TechnologyKPMG Corporate Finance KPMG Financial Advisory Services (Australia) Pty Ltd (of which KPMG Corporate Finance is a

division)LTM Last twelve months of available financial informationMRP Market equity risk premiumn/a Not availableNAB National Australia Banknmf Not meaningful figureNPAT Net profit after taxF

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Abbreviation Description

NTM Next twelve monthsPBT Profit before taxPEP Pacific Equity PartnersPEXA Property Exchange AustraliaPLA Publishing License AgreementPPE Property, plant and equipmentPPS Register Personal Property Securities RegisterPSRs Performance Share RightsQAS Quality Assurance Services Pty LtdQPRO Quality & Safety Risk Professional Services InternationalRecord Date The date and time which determines the entitlement of SAI Shareholders to Scheme Consideration for

implementation of the SchemeRG ASIC’s Regulatory GuideROFE Return on funds employed

Rollover Incentive Securities

SAI Options and SAI Performance Rights issued on 12 September 2016 which, subject to the Scheme becoming Effective and the agreement of the holders of the Rollover Incentive Securities, will cease to convey rights to receive SAI Shares but will instead confer rights to receive shares in Baring Asia BidCo of equivalent value and subject to no more onerous forfeiture, lapsing and vesting conditions

SAI SAI Global Limited or the CompanySAI Options Options on issue by SAISAI Performance Rights Performance share rights on issue by SAISAI Shares A fully paid ordinary share of SAIScheme Booklet Notice of Meeting and Explanatory Statement in relation to this SchemeScheme Consideration the holders of SAI’s shares will receive for each SAI share held on the Record Date, $4.75 in cash per

SAI shareShareholders SAI shareholdersSID Scheme Implementation DeedSOTP Sum-of-the-partsS&P Standard & Poorsthe Scheme The proposal by Casmar Holdings Pte. Limited, a wholly owned subsidiary of the Baring Asia Private

Equity Fund VI (Baring Asia), to acquire all of the shares in SAI, not already held by Baring Asia or its associates subject to certain shareholder and regulatory approvals and other conditions

TIC Testing, Inspection and CertificationVWAP Volume Weighted Average Price WACC Weighted average cost of capital

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KPMG Corporate Finance ABN: 43 007 363 215 A division of KPMG Financial Advisory Services (Australia) Pty Ltd Australian Financial Services Licence No. 246901 10 Shelley Street Sydney NSW 2000 P O Box H67 Australia Square 1215 Australia

Telephone: +61 2 9335 7000 Facsimile: +61 2 9335 7001 DX: 1056 Sydney www.kpmg.com.au

ABCD

KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

PART TWO – FINANCIAL SERVICES GUIDE

Dated 28 October 2016What is a Financial Services Guide (FSG)?

This FSG is designed to help you to decide whether to use any of the general financial product advice provided by KPMG Financial Advisory Services (Australia) Pty Ltd ABN 43 007 363 215, Australian Financial Services Licence Number 246901 (of which KPMG Corporate Finance is a division) (KPMG Corporate Finance) and Mr Ian Jedlin as an authorised representative of KPMG Corporate Finance, authorised representative number 404177 and Mrs Joanne Lupton as an authorised representative of KPMG Corporate Finance, authorised representative number 449593.This FSG includes information about: KPMG Corporate Finance and its Authorised Representative and how they can be contacted the services KPMG Corporate Finance and its Authorised Representative are authorised to provide how KPMG Corporate Finance and its Authorised Representative are paid any relevant associations or relationships of KPMG Corporate Finance and its Authorised Representative how complaints are dealt with as well as information about internal and external dispute resolution systems and how you can

access them; and the compensation arrangements that KPMG Corporate Finance has in place.The distribution of this FSG by the Authorised Representative has been authorised by KPMG Corporate Finance.This FSG forms part of an Independent Expert’s Report (Report) which has been prepared for inclusion in a disclosure document or, if you are offered a financial product for issue or sale, a Product Disclosure Statement (PDS). The purpose of the disclosure document or PDS is to help you make an informed decision in relation to a financial product. The contents of the disclosure document or PDS, as relevant, will include details such as the risks, benefits and costs of acquiring the particular financial product.

Financial services that KPMG Corporate Finance and the Authorised Representative are authorised to provide

KPMG Corporate Finance holds an Australian Financial Services Licence, which authorises it to provide, amongst other services, financial product advice for the following classes of financial products: deposit and non-cash payment products; derivatives; foreign exchange contracts; government debentures, stocks or bonds; interests in managed investment schemes including

investor directed portfolio services; securities; superannuation; carbon units; Australian carbon credit units; and eligible international emissions units,to retail and wholesale clients. We provide financial product advice when engaged to prepare a report in relation to a transaction relating to one of these types of financial products. The Authorised Representative is authorised by KPMGCorporate Finance to provide financial product advice on KPMG Corporate Finance's behalf.

KPMG Corporate Finance and the Authorised Representative's responsibility to you

KPMG Corporate Finance has been engaged by SAI Global Limited (Client) to provide general financial product advice in the form of a Report to be included in the Scheme Booklet

(Document) prepared by the Client in relation to the scheme of arrangement involving Casmar Holdings Pte. Limited, a wholly owned subsidiary of the Baring Asia Private Equity Fund VI (Baring Asia) (the Bidder) (Transaction).You have not engaged KPMG Corporate Finance or the Authorised Representative directly but have received a copy of the Report because you have been provided with a copy of the Document. Neither KPMG Corporate Finance nor the Authorised Representative are acting for any person other than the Client.KPMG Corporate Finance and the Authorised Representative are responsible and accountable to you for ensuring that there is a reasonable basis for the conclusions in the Report.

General Advice

As KPMG Corporate Finance has been engaged by the Client, the Report only contains general advice as it has been prepared without taking into account your personal objectives, financial situation or needs. You should consider the appropriateness of the general advice in the Report having regard to your circumstances before you act on the general advice contained in the Report. You should also consider the other parts of the Document before making any decision in relation to the Transaction.

Fees KPMG Corporate Finance may receive and remuneration or other benefits received by our representatives

KPMG Corporate Finance charges fees for preparing reports. These fees will usually be agreed with, and paid by, the Client.F

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Fees are agreed on either a fixed fee or a time cost basis. In this instance, the Client has agreed to pay KPMG Corporate Finance $230,000 for preparing the Report. KPMG Corporate Finance and its officers, representatives, related entities and associates will not receive any other fee or benefit in connection with the provision of the Report.KPMG Corporate Finance officers and representatives (including the Authorised Representative) receive a salary or a partnership distribution from KPMG’s Australian professional advisory and accounting practice (the KPMG Partnership). KPMG Corporate Finance's representatives (including the Authorised Representative) are eligible for bonuses based on overall productivity. Bonuses and other remuneration and benefits are not provided directly in connection with any engagement for the provision of general financial product advice in the Report.Further details may be provided on request.

Referrals

Neither KPMG Corporate Finance nor the Authorised Representative pay commissions or provide any other benefits to any person for referring customers to them in connection with a Report.

Associations and relationships

Through a variety of corporate and trust structures KPMG Corporate Finance is controlled by and operates as part of the KPMG Partnership. KPMG Corporate Finance's directors and Authorised Representatives may be partners in the KPMG Partnership. The Authorised Representative is a partner in the KPMG Partnership. The financial product advice in the Report is provided by KPMG Corporate Finance and the Authorised Representative and not by the KPMG Partnership.From time to time KPMG Corporate Finance, the KPMG Partnership and related entities (KPMG entities) may provide professional services, including audit, tax and financial advisory services, to companies and issuers of financial products in the ordinary course of their businesses.KPMG entities have not provided any audit, tax or advisory services to the Client or Bidders for which professional fees were received.No individual involved in the preparation of this Report holds a substantial interest in, or is a substantial creditor of, the Client or has other material financial interests in the transaction.

Complaints resolution

Internal complaints resolution processIf you have a complaint, please let either KPMG Corporate Finance or the Authorised Representative know. Formal complaints should be sent in writing to The Complaints Officer, KPMG, PO Box H67, Australia Square, Sydney NSW 1213. If you have difficulty in putting your complaint in writing, please telephone the Complaints Officer on 02 9335 7000 and they will assist you in documenting your complaint.

Written complaints are recorded, acknowledged within 5 days and investigated. As soon as practical, and not more than 45 days after receiving the written complaint, the response to your complaint will be advised in writing.

External complaints resolution processIf KPMG Corporate Finance or the Authorised Representative cannot resolve your complaint to your satisfaction within 45 days, you can refer the matter to the Financial Ombudsman Service (FOS). FOS is an independent company that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial services industry. Further details about FOS are available at the FOS website www.fos.org.au or by contacting them directly at:Address: Financial Ombudsman Service Limited, GPO

Box 3, Melbourne Victoria 3001 Telephone: 1800 367 287Facsimile: (03) 9613 6399 Email: [email protected] Australian Securities and Investments Commission also has a freecall infoline on 1300 300 630 which you may use to obtain information about your rights.

Compensation arrangements

KPMG Corporate Finance has professional indemnity insurance cover as required by the Corporations Act 2001(Cth).

Contact Details

You may contact KPMG Corporate Finance or the Authorised Representative using the contact details:KPMG Corporate Finance A division of KPMG Financial Advisory Services (Australia) Pty LtdLevel 38 Tower Three300 Barangaroo AvenueSydney NSW 2000

P O Box H67 Australia SquareSydney NSW 1213Australia

PO Box H67Australia Square NSW 1213Telephone: (02) 9335 7000Facsimile: (02) 9335 7200

Joanne LuptonC/O KPMGPO Box H67Australia Square NSW 1213Telephone: (02) 9335 7000Facsimile: (02) 9335 7000

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Proxy Form

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F. SAMPLE PROXY FORM CONTINUED

*X99999999999*X99999999999

SAI PRX1602N

*SAI PRX1602N*

I/We being a member(s) of SAI Global Limited and entitled to attend and vote hereby appoint:PROXY FORM

STEP

1 or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Scheme Meeting of the Company to be held at 10:00am on Monday, 5 December 2016 at SMC Conference & Function Centre (Ionic Room), 66 Goulburn Street, Sydney (the Meeting) and at any postponement or adjournment of the Meeting.The Chairman of the Meeting intends to vote undirected proxies in favour of the item of business.

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy

APPOINT A PROXY

STEP

3

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)

Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

STEP

2

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting.Please read the voting instructions overleaf before marking any boxes with an T

* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

1 That, pursuant to and in accordance with section 411 of the Corporations Act, the Scheme, the terms of which are contained in and more particularly described in the Scheme Booklet is approved (with or without modification as approved by the Court).

Resolution

VOTING DIRECTIONS

For Against Abstain*

LODGE YOUR VOTE

ONLINEhttps://events.miraqle.com/SAI-Scheme

BY MAILSAI Global LimitedC/- Link Market Services LimitedLocked Bag A14Sydney South NSW 1235 Australia

BY FAX+61 2 9287 0309

BY HANDLink Market Services Limited Level 12, 680 George Street, Sydney NSW 2000

ALL ENQUIRIES TO Telephone: +61 1300 654 848

ABN 67 050 611 642

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HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESSThis is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXYIf you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETINGAny directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENTYou may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXYYou are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

(b) return both forms together.

SIGNING INSTRUCTIONSYou must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVESIf a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

LODGEMENT OF A PROXY FORMThis Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Saturday, 3 December 2016, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

ONLINEhttps://events.miraqle.com/SAI-Scheme

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

BY MOBILE DEVICEOur voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code ad jacen t o r en ter the vo t ing l ink https://events.miraqle.com/SAI-Scheme into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

QR Code

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

BY MAILSAI Global LimitedC/- Link Market Services LimitedLocked Bag A14Sydney South NSW 1235Australia

BY FAX +61 2 9287 0309

BY HANDdelivering it to Link Market Services Limited* Level 12680 George StreetSydney NSW 2000

* During business hours (Monday to Friday, 9:00am–5:00pm)

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE SCHEME MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

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SAI Global Scheme Booklet

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