On 30 August 2011, Count Financial Limited (Count) announced that it had entered into a Scheme Implementation Deed (SID) with Commonwealth Bank of Australia Limited (Commonwealth Bank) under which it is proposed that all of the shares in Count be transferred to Capital 121 Pty Limited, a wholly owned subsidiary of Commonwealth Bank, by way of scheme of arrangement (Share Scheme).

If the Share Scheme is approved and implemented, eligible Count Shareholders will receive A$1.40 in cash (Share Scheme Cash Consideration) or, if they make a valid election, A$1.40 worth of new Commonwealth Bank shares (Share Scheme Scrip Consideration) based on the volume weighted average price (VWAP) of Commonwealth Bank shares on the ASX in the five business day period ending on the day before the meeting of Count shareholders to consider the Share Scheme, for each Count share held at 7.00pm on 6 December 2011 (Record Date).

The SID also proposes that all the outstanding options over Count shares as at the Record Date (Scheme Options) be cancelled under a separate scheme of arrangement (Option Scheme) (together with the Share Scheme, Schemes) for the applicable Option Scheme consideration.

Holders of Scheme Options as at the Record Date will receive the Option Scheme consideration (in cash) as set out in the following table:

Scheme Option series	Option Scheme consideration
ESOP 2007	$0.02
ESOP 2007 – Director	$0.02
ESOP 2008	$0.08
ESOP 2008 – Director	$0.08
FIOP 2007	$0.02
FIOP 2008	$0.10

The Option Scheme consideration per Scheme Option applicable for each Scheme Option series represents the value of the Scheme Option as calculated using the Black-Scholes methodology plus an amount of $0.02 per Scheme Option in excess of the Black-Scholes value.

Vote

Your Directors unanimously recommend that you vote in favour of the Schemes, in the absence of a superior proposal. Your Directors intend to vote all Count shares and Scheme Options they hold or control in favour of the Schemes, in the absence of a superior proposal.

The offer consideration of A$1.40 per Count share represents:

• a premium of 32.1% to the unadjusted closing price of A$1.060 on 29 August 2011;
• a premium of 52.2% to the adjusted closing price of A$0.651 on 29 August 2011; and
• a premium of 73.0% to the adjusted one month VWAP prior to 29 August 2011 of A$0.573.

The independent expert, KPMG Corporate Finance (Aust) Pty Limited, has concluded that the Schemes are, in the absence of a superior offer, fair and reasonable and in the best interests of Count securityholders. The Share Scheme consideration of A$1.40 per Count share is above the independent expert’s assessed value range of A$1.24 to A$1.38.

A meeting of Count shareholders to consider and vote on the Share Scheme (Share Scheme Meeting) will be held at 10.00am, and a meeting of Count optionholders to consider and vote on the Option Scheme (Option Scheme Meeting) will be held at the later of 10.30am and the conclusion of the Share Scheme Meeting, on Friday, 25 November 2011 at the offices of Count, Gold Fields House, Level 19, 1 Alfred Street, Sydney, NSW. If Count securityholders are unable to attend they are encouraged to complete and return their proxy form or cast their vote online by selecting the ‘vote now’ link, and following the instructions, before 10.00am (for the Share Scheme Meeting) and 11.00am (for the Option Scheme Meeting) on Wednesday, 23 November 2011.