Set out below are summary answers to some questions that Count securityholders may have in relation to the Schemes. This information should be read in conjunction with the Scheme Booklet.

1. What will I receive for my Count Shares?

A:

If the Share Scheme proceeds, Count Shareholders (other than the Excluded Commonwealth Bank Shareholders) will receive a choice between:

• A$1.40 in cash; or
• A$1.40 worth of Commonwealth Bank Shares based on the volume weighted average price of Commonwealth Bank Shares on the ASX in the five Business Day period ending on the day before the date of the Scheme Meetings (provided the Count Shareholder is not a Foreign Shareholder),

for each Count Share held at the Record Date. Foreign Shareholders will be deemed to have elected to receive the Share Scheme Cash Consideration of A$1.40 in cash for all of their Scheme Shares if the Share Scheme proceeds.

There is no “mix and match” option. Scheme Shareholders may elect to receive either Share Scheme Cash Consideration or Share Scheme Scrip Consideration in respect of all of their Scheme Shares.

2. What will I receive for my Count Options?

A:

Count Optionholders will receive the Option Scheme Consideration, which ranges between $0.02 and $0.10 per Scheme Option (depending on the particular series of Count Options) and will be paid in cash only.

Some Count Options which existed when Count reached agreement with Commonwealth Bank about the terms of the Option Scheme and executed the Scheme Implementation Deed will have expired before the Effective Date. These Count Options are 'Expiring Count Options' and not Scheme Options. Commonwealth Bank and Capital 121 have agreed to provide or procure the provision of $0.02 per Expiring Count Option to the holders of Expiring Count Options on the Count option register immediately before their expiry.

3. What approvals are required at the Scheme Meetings?

A:

The Share Scheme must be approved at the Share Scheme Meeting by a majority in number (more than 50%) of Count Shareholders present and voting at the meeting (either in person or by proxy) and by at least 75% of the votes cast at the Share Scheme Meeting by Count Shareholders (other than Excluded Commonwealth Bank Shareholders).

Likewise, the Option Scheme must be approved at the Option Scheme Meeting by a majority in number (more than 50%) of Count Optionholders present and voting at the meeting (either in person or by proxy) and by at least 75% of the total amount of the debts or claims of the Count Optionholders present and voting in person or by proxy. For this purpose, the 'debt or claim' of each Count Optionholder will be the total amount of the Option Scheme Consideration payable to the Count Optionholder for the cancellation of the Scheme Options held by that Count Optionholder if the Option Scheme were to be implemented.

4. Is voting compulsory at the Scheme Meetings?

A:

No. Voting is not compulsory. However, your vote is important. If you cannot attend the Scheme Meetings, you are encouraged to vote by proxy. Proxy forms must be submitted by 10.00am (for the Share Scheme Meeting) and 11.00am (for the Option Scheme Meeting) on Wednesday 23 November 2011.

5. Where and when will the Scheme Meetings be held?

A:

The Share Scheme Meeting will be held at 10.00am, and the 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.

Count Optionholders who wish to attend the Option Scheme Meeting only should ensure that they are present at the location of the meeting by no later than 10.30am on Friday, 25 November 2011.

6. What if I cannot or do not wish to attend the Scheme Meetings?

A:

If you cannot or do not wish to attend the Scheme Meetings, you may vote by proxy, or attorney or, if you are a body corporate, by appointing a corporate representative. If you wish to appoint a proxy to vote at the Scheme Meetings on your behalf, please refer to the instructions in Section 3.2 of the Scheme Booklet and the proxy form(s) enclosed with it.

7. What do the Directors recommend?

A:

The Directors unanimously recommend that you vote in favour of the Schemes, in the absence of a Superior Proposal.

The Directors have carefully considered the potential advantages and disadvantages of the Schemes, as set out in Section 1 of the Scheme Booklet, and believe that the Schemes are in the best interests of Count Shareholders and Count Optionholders, in the absence of a superior proposal.

8. How do the Directors intend to vote in respect of their own securities?

A:

Each of the Directors intends to vote their Count Shares and Scheme Options in favour of the Schemes, in the absence of a superior proposal. For details on the Directors' interests in Count securities, see Section 12.3 of the Scheme Booklet.

9. What does the Independent Expert say about the Schemes?

A:

KPMG has concluded in the independent expert's report that the Share Scheme is, in the absence of a superior offer, fair and reasonable and in the best interests of Count Shareholders.

The independent expert has determined that the market value of a Count Share is between A$1.24 to A$1.38 on a fully diluted, control basis.

The Share Scheme Consideration of A$1.40 cash or A$1.40 worth of Commonwealth Bank shares per Count Share is above the value range determined by the independent expert.

KPMG has also concluded in the independent expert's report that the Option Scheme is, in the absence of a superior offer, fair and reasonable and in the best interests of Count Optionholders.

The independent expert's report is included in Appendix 1 to the Scheme Booklet and you are encouraged to read it.

10. How can I vote on the Schemes?

A:

As a Count securityholder (other than an Excluded Commonwealth Bank Shareholder), it is your right to vote on whether the relevant Scheme should proceed.

You can vote:

• by proxy, using the provided form;
• by online proxy, by selecting the ‘vote now’ link and following the directions; or
• in person by attending:
  • if you are a Count Shareholder, the Share Scheme Meeting to be held at 10.00am on Friday, 25 November 2011; and
  • if you are a Count Optionholder, the Option Scheme Meeting to 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 Financial Limited, Gold Fields House, Level 19, 1 Alfred Street, Sydney, NSW.

If you wish to vote by proxy, your proxy form must be received by the Count registry (whether in person, by internet, by mail or by fax) before the 10.00am (for the Share Scheme Meeting) and 11.00am (for the Option Scheme Meeting) on Wednesday, 23 November 2011. For further details, please refer to Section 3 of the Scheme Booklet – Scheme Meetings and voting information.

11. Who can help answer any other questions about the Schemes?

If, after reading the Scheme Booklet, you have any questions about the Schemes, please call the Count securityholder Information Line between 9am and 5pm (Sydney time) Monday to Friday, on 1800 503 908 (toll-fee within Australia) or +61 2 8256 3374 (not toll-free, outside Australia). Calls to these numbers may be recorded. Your Directors recommend that you consult your legal, financial, taxation or other professional adviser concerning the impact your decision may have on your own circumstances.