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To whom it may concern

Proposal for the provision of direct share services

Bell Potter Securities Limited

January 2010

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Table of Contents

1. Key Features2. Bell Financial Group Structure / Bell Potter Securities Profile3. About Us 4. Our Services5. Research6. Portfolio Review Service7. Model Portfolios8. Statements of Advice / Additional Advice9. Corporate Activity and Syndication Capability10. Client Presentations11. Fees and Commissions12. Internet Access13. Credentials and Contact Details

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1. Full service share trading capability – and Execution, Clearing and Settlement services

2. Research - Quality rated equity research, both Bell Potter’s internal research and the Bell Potter badged UBS research

3. Model Portfolios – Individually Managed Accounts (IMAs) on a non-discretionary basis using a model portfolio approach to investing

4. Statements of Advice / Additional Advice - Issue of SoAs and SoAAsfor the provision of Personal Financial Advice as required

5. Account Servicing - Support to planners in developing their business

6. Channel Management - Client relationship remains with the planner

7. Agreement - Covered by an intermediary agreement

Key Features

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Bell Financial Group Structure

n Equitiesn Futures and FXn Equity Capital

Marketsn Commodities

n Cashn Margin Lending

n Institutional equities

n Online brokingn Equities - retail

and wholesale

ASX Listed: BFGBell Group Holdings: 49.0%UBS AG, Australia: 17.4%

100% 100% 100% 36%

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Bell Potter Securities Profile

n Part of the ASX listed Bell Financial Group of companies

n Australian owned, full service private client stockbroking and financial advisory firm

n Backed by leading Investment Banking and Research resources

n Services include: equities, equity capital markets, foreign exchange, futures, commodities, margin lending, cash and superannuation

n One of Australia’s largest retail stockbroking businesses

— 12 offices nationally

— 300 advisers servicing over 200,000 clients

n Full service offering including research on 270 companies through 70 analysts

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About Us The Team

Planners will be serviced by the following Bell Potter team:

Intermediary Services

– Hamish Church, Equities Adviser

– Mike Williams, Equities Adviser

– Atika Brown, Equities Adviser

– David Lyons, Equities Adviser

– Gary Aitkenhead, Equities Adviser

– Sam Byrnes, Desk Assistant

– Colin Davidson, Director, Product and Marketing

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Our ServicesOverview

n Highly rated research, specifically designed for private clients

n Model portfolio investment approach

n Portfolio Review service

n Provision of Statements of Advice

n BPS’s Monthly Investor Newsletter

n BPIS (Bell Potter Intermediary Service) Tailored Monthly Newsletter

n User-friendly website, accessible to Intermediaries

n Access to IPO’s and placements

n Staff available to present at seminars / conferences / PD days

n Commission rebates, where applicable

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Research

n Daily Communiqué

n Monthly and Quarterly Investor Reports

n Specific company research – choice of institutional style notes or concise company profiles (2 pages)

n BPS Monthly Investor Report

n Updates/ comment on strategy or stocks of interest (emails predominantly)

n Hybrid and fixed interest commentary

Clients seeking general information, company research and comparison tables are serviced through:

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n Our in-depth research can add value to the performance of a client’s portfolio.

n Access to the expertise and resources of our in-house research team, covering Australia’s top ASX listed companies through BPS’sdistribution agreement with UBS, as well as an array of smaller mid-cap and emerging companies.

n Access to comprehensive economic and market commentaries.

n Our research network delivers quality analysis, general advice and a wide range of printed and online communications

Research

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n Provided for professional, prompt reviews of clients’ existing portfolios or for new portfolio proposals.

n No fee is charged for this service, however there is an expectation that where recommendations are implemented, the transactions will be executed through BPS

n We reserve the right, subject to due notice, to invoice a service charge of not less than $200 per review (up to 20 stocks, $10 per extra stock) should this not occur

n All stocks recommended are researched by Bell Potter and summaries are available on Bell Potter’s website

n Our commitment is to produce Portfolio Reviews within 48 hours of the time of request

Portfolio Review Service

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Model Portfolios

Portfolios can be either:

� Tailored to suit the client’s requirements; or

� The Model Growth Portfolio which is used to construct the portfolio, subject to the client’s investment profile.

We use a model portfolio approach when advising planners on their clients’ direct share portfolios.

NOTE: The BP model growth portfolio performance can only be replicated if a client’s portfolio is in all respects an accurate reflection of the model growth portfolio, including changes made by the fund manager, stock weightings, acquisition and sale quantities and prices and any other activity on the portfolio undertaken by the manager whilst managing the underlying investments.

Client accounts are operated as Individually Managed Accounts (IMA) on a non-discretionary basis when using model portfolios.

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Model PortfoliosConcentrated Portfolios

� Sufficient stocks to control stock-specific risk. Therefore, one poor investment does not ruin the performance of the portfolio for years after

� Most of the stocks are blue-chip/ ASX100 Index names. However, because of the limited number of stocks, they have large weightings compared to their index weightings

� Hence, the portfolios have the ability to outperform the benchmark index and managed funds (despite the apparent commonality in stocks), without venturing into higher risk, small or speculative stocks

The model portfolios we use have a fewer number of stocks, typically 13 parcels, compared to a traditional long only managed fund which may have up to 50 or more.

The rationale for the concise number of stocks in model portfolios is as follows:

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Other advantages compared to managed funds include:

n Clients are buying into pre-existing CGT situations

n Stock holdings remain in the name of the client

n Modest turnover of around 20-25%p.a.

n Avoidance of unattractive stocks that may be in many managed funds because many fund managers “hug” market indices, meaning they tend to have holdings to some degree or other in most large stocks

n Above-average yield for the Growth Portfolio due to a value bias built in to the portfolio

n Ability to incorporate tax considerations into buy/ sell activity

Model Portfolios Advantages

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Portfolio Changes

1. Although BPIS Model Growth Portfolio reflects a long term investment horizon, changes occasionally occur due to factors such as:

• stock price movements,

• changes in our fundamental views, or

• corporate events such as mergers/ takeovers or de-mergers

Turnover of the portfolio is approximately 20-25%p.a.

2. A Model portfolio overcomes the inadequate “set and forget” approach to managing investments or the formal review based on time periods (such as quarterly, half yearly). The latter can lead to missed opportunities or an unnecessarily delayed response to unfavourable developments

3. Planners are advised of the changes via phone and email on a timely basis along with detailed commentary on the changes made.

4. Depending on the service selected, planners and clients can then decide if they wish to replicate the change with their respective portfolio(s)

Model Portfolios Changes

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Model Growth PortfolioInvestment Approach

1. Universe of StocksStock selection predominantly focuses on the Top 100 Companies by market capitalisation on the Australian Securities Exchange.

2. Company ValuationAssessment of key business qualities, including confidence in management, competitive strength with high market share high barriers to newcompetition, lower risk of company failure and high forecast growth.

3. Stock SelectionDetermined by active monitoring and assessment of the key business qualities outlined above.

4. Model Growth Portfolio13 stocks are held. Performance is measured on a total return basis relative to the All Ords Accumulation Index and reported monthly.

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Model Portfolios

We use two Model Portfolios to assist in advising clients on theirdirect share portfolios, plus a preferred stock list (2nd Tier) of companies too small/ speculative for the above or which can’t beincluded because they would result in an overweighting in a sector.

Both Portfolios are structured and managed by Mike Williams

The Model Portfolios represent our preferred stocks at any time in two categories:

n Growth

n Income

The first two portfolios contain 13 stocks each and the Second Tier has a variable number

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Model Portfolios

The rationale for the concise number of stocks in the Growth & Income portfolios is:

� Sufficient stocks to control stock-specific risk. Therefore, one poor investment does not ruin the performance of the portfolio for years after

� All of the stocks are blue-chip/ ASX100 Index names. However, because of the limited number of stocks, they have large weightings compared to their index weightings

� Hence, the portfolios have the ability to outperform the benchmark index and many managed funds (despite the apparent commonality in stocks), without venturing into higher risk, small or speculative stocks

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Model Growth Portfolio

This is run as a “live” portfolio. That is, purchases/ sales are inputted as if they occurred and performance is calculated monthly (including the collection & reinvestment of notional dividends).

The BPIS Growth Portfolio was created in May 2006 and therefore now has 41 months history.

Performance - 41 months to 30 Sept 2009BPIS Model Growth P’folio +26.1%

ASX 200 Accum. Index +5.2%

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Model Growth Portfolio

Additionally, in his previous stockbroking role, Mike Williams created and managed the “Ord Minnett Model Growth Portfolio”. In the 82 months from its inception (August 1999), the Portfolio achieved the following return:

Performance - 82 months to 30 April 2006OM Model Growth P’folio +227.9%

ASX 200 Accum. Index +137.2%

Combined, the Model Growth Portfolios have outperformed the ASX 200 Accumulation Index by 5.5% pa (compound annual growth rate) over the 10.25 years to 30 September 2009.

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Model Growth Portfolio

STOCK NO. SHARES PRICE VALUE WEIGHTING31-Aug-09 $ %

AGK 720 13.96 10,051 8.4%BHP 270 36.80 9,936 8.3%CSL 300 32.21 9,663 8.0%MQG 180 50.80 9,144 7.6%ORI 415 22.58 9,371 7.8%PDN 1,700 4.60 7,820 6.5%QBE 430 22.88 9,838 8.2%SHL 660 13.98 9,227 7.7%TCL 1,761 4.04 7,114 5.9%TOL 1,176 7.97 9,373 7.8%WBC 410 24.37 9,992 8.3%WOW 350 28.02 9,807 8.2%WPL 180 49.00 8,820 7.3%

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Stock Selection:

n Buy (or at worst neutral) recommendation by analyst

n Earnings growth allied to favourable PEG ratios (PE relative to earnings growth)

n Favourable industry structure or dominant position in industry

n Favourable external environment

n Competent operational & financial management

n Appropriate balance sheet

n Scope for dividend growth or higher dividend payout ratios

Model Growth Portfolio

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Model Income Portfolio

STOCK NO. SHARES PRICE VALUE WEIGHTING Est. '09/10 Yield FRANKING

31-Aug-09 $ % % %

CBA 140 46.00 6,440 9.4% 5.0% 100CCL 600 9.91 5,946 8.6% 4.6% 100CIF 2,462 1.55 3,816 5.5% 9.0% 0*DUE 1,950 1.53 2,984 4.3% 13.1% 0*GFF 3,501 1.54 5,392 7.8% 7.4% 31IFN 4,000 1.35 5,400 7.9% 6.7% 0*MAP 2,201 2.56 5,635 8.2% 8.2% 0*MTS 1,200 4.28 5,136 7.5% 6.1% 100SGP 1,185 3.78 4,479 6.5% 6.0% 0TLS 1,499 3.26 4,887 7.1% 9.8% 100TTS 2,000 2.48 4,960 7.2% 8.9% 100UGL 500 14.72 7,360 10.7% 4.2% 100WBC 260 24.37 6,336 9.2% 4.3% 100

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Statements of Advice (SoA)Service Levels

YesPersonal Financial Product Advice � Only provided when Bell Potter has been given the opportunity

to take account of the recipient’s personal financial situation, particular needs and investment objectives

NoGeneral Advice� Which does not take account of any person’s financial situation,

particular needs or investment objectives

No

Execution, Clearing and Settlement (ECS)

� In relation to transactions in Financial Products listed on the ASX or an exchange recognised by the ASX.

� No advice provided

SoAIssued

Service Level

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Corporate & Syndication Capability

n Bell Potter’s strong retail distribution network gives us access to some of the best domestic and international public equity and other securities issues

n In addition to priority access to issues sourced from UBS, Bell Potter has strong relationships with all the major investment banks

St George Bank Limited$400 million CPS II Hybrid

ParticipantJuly 2008

Suncorp-Metway CPS $766 million IPO

ParticipantMay 2008

Wesfarmers Limited $1.6 billion Entitlement Issue

Co-ManagerMay 2008

National Australia Bank Ltd $3.0 billion Placement

ParticipantNovember 2008

GPT Group$2,217 million Entitlement Offer

ParticipantOctober 2008

AMP Limited$450.0 million Placement

ParticipantNovember 2008

Co- ManagerDecember 2008

Bendigo & Adelaide Bank$50m Placement

Westpac Banking Corporation$2.5 billion Placement

ParticipantDecember 2008

WestpacStapled Preferred Security$1.03 billion Placement

Co-ManagerNovember 2007

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“PQ Seminars”

Bell Potter’s Director of Research, Peter Quinton, is available for major client presentations – for instance, his twice-yearly “PQ Seminars” are very popular and well received

Peter also produces significant slide show material that is available to the BPIS team. In addition, Bell Potter has a dedicated Marketing department for all presentations

Planner Support

Together with our research base, BPIS can conduct investor seminars with a range of subjects and educational themes. This includes providing speakers, including advisers from the BPIS team, who can present to planners in a jargon-free, user friendly style.

Many planners have found these seminars important in building and maintaining their client base.

Planner Support

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Fees and Commission

� Financial Planners have the ability to create a revenue stream from conducting both execution-only and advice business

� Bell Potter will charge brokerage at the agreed brokerage on a commission share basis

� However, the planner can charge an additional rate of brokerage (either a dollar amount or percentage) which will be rebated back to the dealer group at the end of the month

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Internet Access

� Facility to tailor our internet service to meet BT planners needs

� Online research, watchlists, charts, ASX announcements, live prices and market indices

� Planners can access all their clients from a single login

� Portfolio valuations, client ledger and cash account statements

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Our Credentials

Hamish Church – Equities AdviserHamish has been a private client, institutional and intermediary adviser with Bell Potter Securities Ltd for close to 4 years. With just under 10 years experience in financial services, Hamish was formally an Adviser with Leyland Private Asset Management Pty Ltd, where he specialised in building and advising the IMA (Individual Managed Account) business. Prior to this, he has held roles with Citigroup (Dublin), Equity Growth Management (Corporate Advisory) and Wealth Strategies Pty Ltd (Financial Planning).

Hamish holds a Bachelor of Business and a Diploma of Financial Planning and is an active member of the Securities and Derivatives Industry Association (SDIA). As an accredited securities dealer, Hamish provides advice on Australian and international equities, listed and unlisted managed funds and fixed interest products, superannuation and retirement savings, Government bonds and debentures. Hamish is also Level 2 Options accredited.

Hamish works closely with financial planners and accountants to advise clients in all aspects of equity investments, specialising in portfolio construction and management.

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Our Credentials cont…)

Mike Williams – Portfolio ManagerMike established Bell Potter Intermediary Services in May, 2006. Prior to this, Mike established Ord Minnett’s Intermediary Services in 1999 and managed it for over 7 years. This was preceded by a career of more than 20 years in funds management and institutional stockbroking

Mike’s last funds management role was with FAI Life, where he was responsible for the Capital Guaranteed Fund. Prior to this, Mike worked for Ord Minnett Securities as a small companies analyst and before that was Associate Director –Equities with BZW Investment Management Ltd. During his 6 years with BZW, the domestic equity fund, for which Mike was responsible, outperformed the All Ordinaries Index by 3% per annum

Previously, Mike filled various analytical and funds management roles with PNC International, Consolidated Press Holdings, CSR, AMP and Renison Goldfields

Mike is Level 2 Options accredited.

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Our Credentials (cont…)

Atika Brown – Equities AdviserAtika is a Private Client Adviser with 11 years experience in the Financial Services industry. Atika has been advising clients in Australian equities and derivatives for 9 years and was formally with Ord Minnett Limited for 8 years before joining Bell Potter in 2006.

Atika holds a Bachelor of Science and a Graduate Diploma in Applied Finance and Investment and is accredited to deal in Australian and international equities, fixed interest, government bonds and debentures.

David Lyons – Equities AdviserDavid Lyons is an Associate Private Client Adviser. David holds a Bachelor of Commerce (Finance and Economics) and a Bachelor of Science (Psychology) and has 5 years experience in the Financial Services Industry. David previously worked with Deutsche Bank (CDS and Interest Rate Derivatives) before joining Bell Potter in 2006. David has also worked as an intern management consultant with The Phoenix Group.

David is accredited to deal in Australian and international equities, listed and unlisted managed funds and fixed interest products, superannuation and retirement savings, government bonds and debentures.

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Our Credentials (cont…)

Gary Aitkenhead – Equities AdviserGary is responsible for servicing the Intermediary Services client base, with special emphasis on portfolio reviews. Prior to this, Gary worked at Ord Minnett and Shaw Stockbroking in a similar capacity, the latter specifically catering to the needs of the ING/ RetireInvest financial planner network under an outsourcing arrangement. Prior to this role, Gary held the position of Senior Dealer with BNP Paribas (Short Term Interest Rate desk) and a variety of roles with Westpac, mostly in fixed interest and foreign exchange operations

Gary is Level 2 Options and CFD accredited

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Sam Byrnes – Desk AssistantSam Byrnes joined Bell Potter as a Dealer’s Assistant in February 2008. After graduating from the University of Wollongong with a Bachelor of Commerce majoring in Accounting and Finance Sam was formally employed with Macquarie Bank (Equity Markets).

Sam is the first port of call for any administrative issues or problems as well as for advice on challenging exercises (such as equity sales for deceased estates).

Colin Davidson – Director, Product and MarketingColin’s responsibilities at Bell Potter include internal and external marketing, product management including Bell Potter’s superannuation service, third party products, business development within the adviser network, media relations and corporate PR.

Previously worked for Commonwealth Securities and St George Bank. Prior to this he worked for a number of years as an institutional stockbroker in Asia with Indosuez WI Carr servicing regional fund managers. He is a Chartered Accountant.

Our Credentials (cont…)

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Our Contact Details

Bell Potter Securities

Level 33, 225 George Street, Sydney

Toll Free 133 788

Facsimile 02 9255 7485

� Hamish Church hchurch@bellpotter.com.au 02 9255 8120

� Mike Williams mswilliams@bellpotter.com.au 02 9255 7437

� Atika Brown abrown@bellpotter.com.au 02 9255 8129

� David Lyons dlyons@bellpotter.com.au 02 9255 7423

� Gary Aitkenhead gaitkenhead@bellpotter.com.au 02 9255 7408

� Sam Byrnes sbyrnes@bellpotter.com.au 02 9255 7277

� Colin Davidson cdavidson@bellpotter.com.au 02 9255 7467

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Bell Potter Intermediary Services

www.bellpotter.com.au

ABN 25 006 390 772 AFS Licence No. 243480