Count Financial Limited (Count) has entered into a Scheme Implementation Deed (SID) with Commonwealth Bank of Australia (Commonwealth Bank) under which all the shares in Count would be transferred to Capital 121 Pty Limited, a wholly owned subsidiary of Commonwealth Bank, by way of scheme of arrangement (Share Scheme), which is subject to shareholder approval.

Count shareholders would receive A$1.40 cash, or, if they validly elect, A$1.40 worth of Commonwealth Bank shares per Count share.

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

The independent expert has concluded that the Schemes are, in the absence of a superior proposal, fair and reasonable and in the best interests of Count securityholders.