MIRA INFORM REPORT

Report Date :

21.07.2014

IDENTIFICATION DETAILS

Name :	COLES GROUP NEW ZEALAND HOLDINGS LIMITED
Formerly known as :	COLES MYER NEW ZEALAND
Registered Office :	C/O Minter Ellison Rudd Watts Limited Level 20, Lumley Centre, 88 Shortland Street, Auckland Central, Auckland Postal Code 1010
Country :	New Zealand
Financials (as on) :	30.06.2013 (Consolidated) 30.06.2013 (Group Consolidated)
Date of Incorporation :	04.05.1987
Com. Reg. No.:	335513
Legal Form :	Limited Private Company
Line of Business :	· Subject operates 16 discount department stores in New Zealand under the name KMART. · Subject is part of Wesfarmers Limited Subject product ranges includes · Apparel · Fashion accessories · Beauty products · Home products · Health & beauty products · Outdoor living products · Entertainment products · Toys & sporting products · Automotive products · Camping & fishing products
No of Employees :	1,000 employees (Subject); 200,000 employees (Wesfarmers Group)

RATING & COMMENTS

MIRA’s Rating :

Ba

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Status :	Satisfactory
Payment Behaviour :	No Complaints
Litigation :	Clear

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – March 31, 2014

Country Name	Previous Rating (31.12.2013)	Current Rating (31.03.2014)
New Zealand	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low Risk	A2
Moderate Low Risk	B1
Moderate Risk	B2
Moderate High Risk	C1
High Risk	C2
Very High Risk	D

New Zealand ECONOMIC OVERVIEW

Over the past 20 years the government has transformed New Zealand from an agrarian economy dependent on concessionary British market access to a more industrialized, free market economy that can compete globally. This dynamic growth has boosted real incomes - but left behind some at the bottom of the ladder - and broadened and deepened the technological capabilities of the industrial sector. Per capita income rose for ten consecutive years until 2007 in purchasing power parity terms, but fell in 2008-09. Debt-driven consumer spending drove robust growth in the first half of the decade, helping fuel a large balance of payments deficit that posed a challenge for economic managers. Inflationary pressures caused the central bank to raise its key rate steadily from January 2004 until it was among the highest in the OECD in 2007-08; international capital inflows attracted to the high rates further strengthened the currency and housing market, however, aggravating the current account deficit. The economy fell into recession before the start of the global financial crisis and contracted for five consecutive quarters in 2008-09. In line with global peers, the central bank cut interest rates aggressively and the government developed fiscal stimulus measures. The economy pulled out of recession late in 2009, and achieved 2-3% per year growth in 2010-13. Nevertheless, key trade sectors remain vulnerable to weak external demand. The government plans to raise productivity growth and develop infrastructure, while reining in government spending.

Source : CIA

CORPORATE DETAILS

Verified Address

Subject name COLES GROUP NEW ZEALAND HOLDINGS LIMITED Business name / Other KMART NEW ZEALAND Business address Hunters Plaza Corner of Great South Road & Sutton Crescent Town Papatoetoe Province Auckland Zip / Postal code 2025 Country New Zealand Telephone +64 9 2794409 Fax +64 9 2796109 Website www.kmart.co.nz

Registered address C/o MINTER ELLISON RUDD WATTS LIMITED Level 20, Lumley Centre 88 Shortland Street Town Auckland Central Province Auckland Zip / Postal code 1010 Country New Zealand Postal address P.O. Box 76121 Town Manukau City Province Auckland Zip / Postal code 2241 Country New Zealand

SUMMARY DETAILS

Report Summary

Date registered 04/05/1987 Legal form Limited Private Company Key personnel Susanne Joy Smith Line of business The Subject’s business consist operation of 16 discount department stores in New Zealand under the name KMART. Staff employed 1,000 employees (Subject); 200,000 employees (Wesfarmers Group)

Paid-up capital NZD1,800.00 Sales turnover / Revenue / Income NZD228,900,263.00 (Consolidated 12 months, 30/06/2013) Net income / loss NZD19,659,852.00 (Consolidated 12 months, 30/06/2013) Total assets NZD311,649,305.00 (Consolidated 12 months, 30/06/2013) Share equity NZD269,842,184.00 (Consolidated 12 months, 30/06/2013)

CREDIT RISK OUTLOOK

Credit Risk Interpretation

Credit risk rating SATISFACTORY Credit risk theory Reasonable financial and operational base. Small credits may be considered with some confidence that commitments will be sustained under normal circumstances. This is based on criterions such as years of establishment, number of employees, sales turnover, profit after tax, total assets, reserve, and others. A cautious credit control policy applies. Paid-up capital NZD1,800.00 Sales turnover / Revenue / Income NZD228,900,263.00 (Consolidated 12 months, 30/06/2013) Net income / loss NZD19,659,852.00 (Consolidated 12 months, 30/06/2013) Total assets NZD311,649,305.00 (Consolidated 12 months, 30/06/2013) Share equity NZD269,842,184.00 (Consolidated 12 months, 30/06/2013)

Subject’s Credit Risk Analysis

Country risk Country risk is minimal Operation trend Operational trend is progressing Management experience Management is reasonably experienced Financial performance Financial performance is good Remarks Larger credit can still be considered as the Subject's is well positioned in the market and the financial stability of the group is positive.

Organisation structure Organisational structure is consistent Detrimental No detrimental records found Payment history No payment delays noted

STATUTORY DETAILS

Registry Information

Date registered 04/05/1987 Legal form Limited Private Company Registration number 335513 Registered authority The Companies Office Tax / VAT number 9429039637192

Statutory status Active Previous name COLES MYER NEW ZEALAND HOLDINGS LIMITED (11-12-2006) ON DEMAND (3) LIMITED (30-11-1987) Change of legal form None reported.

BOARD OF MANAGEMENT

Key Personnel

Name Susanne Joy Smith Designation General Manager

BOARD OF DIRECTORS

Appointments

Name Ian Bailey Title Director Appointment date 06/01/09 Address 75 Dendy Street Brighton, VIC 3186 Australia Name Gaetano Alfred Gerrard Russo Title Director Appointment date 21/01/09 Address 3 Rose Craddock Place Caulfield North, VIC 3161 Australia Name Susanne Joy Smith Title Director Appointment date 23/12/08 Address 41 Oakland Road, RD 1 Karaka, Auckland 2580 New Zealand

Staff employed 1,000 employees (Subject); 200,000 employees (Wesfarmers Group)

Other Appointments

Auditor ERNST & YOUNG Ernst & Young Building 8 Exhibition Street Melbourne, VIC 3000 Australia Solicitor C/o MINTER ELLISON RUDD WATTS LIMITED Level 20, Lumley Centre 88 Shortland Street Auckland Central, Auckland 1010 New Zealand

SHARE CAPITAL

Composition

Authorized capital NZD1,800.00 Number / Type of shares 1,800 Ordinary Shares Share par value NZD1.00 Issued capital NZD1,800.00

Paid-up capital NZD1,800.00

OWNERSHIP / SHAREHOLDERS

Composition

How listed Full list Shareholder name COLES GROUP INTERNATIONAL PTY LTD Address Level 11, Wesfarmers House 40 The Esplanade Perth, WA 6000 Australia Number / Type of shares 1,800 Ordinary Shares Percentage (%) of shares 100%

CORPORATE AFFILIATIONS AND RELATED COMPANIES

Structure

Company name WESFARMERS LIMITED Affiliation type Ultimate Holding Company Country of business Australia Comments Wesfarmers Limited is engaged in the retail; coal mining and production; gas processing and distribution; industrial and safety product distribution; chemicals and fertilizers manufacture; and investment businesses in Australia, New Zealand, and internationally. The company operates 756 BI-LO supermarkets; 810 liquor stores trading under the Liquorland, Vintage Cellars, and First Choice Liquor Superstores brands; 92 hotels; 636 fuel and convenience store outlets under the Coles Express name; and an online supermarket. It also offers home improvement and outdoor living products through 210 warehouse stores, 67 small format stores, and 36 trade centers under the Bunnings name; office products and solutions through 150 Officeworks stores; apparel and general merchandise through 190 Kmart stores; and automotive services, repairs, and tires through 263 Kmart Tyre & Auto Service centers, as well as is involved in the retail of building materials, and office and technology products. In addition, the company is engaged in property business; and supplying and distributing maintenance, repair, and operating products, as well as industrial safety products and services. Further, it manufactures and markets industrial gases and equipment; supplies and distributes industrial safety products and services; and extracts, markets, and distributes LPG and LNG. Additionally, the company provides risk management solutions; and financial advisory, structured finance, and property and private equity funds management services. It also offers chemicals for industry, mining, and mineral processing activities; broadacre and horticultural fertilizers; industrial, medical, and specialty gases; and industrial equipment, as well as holds interests in the Curragh and Bengalla cola mines in Australia. Wesfarmers Limited was founded in 1914 and is based in Perth, Australia. Company name COLES GROUP INTERNATIONAL PTY LTD Affiliation type Parent Company Country of business Australia Company name CGNZ FINANCE LIMITED Affiliation type Wholly-owned Subsidiary Country of business New Zealand Company name WESFARMERS CURRAGH PTY LTD Affiliation type Sister Company Country of business Australia Company name CURRAGH COAL SALES CO. PTY. LTD. Affiliation type Sister Company Country of business Australia Company name KMART AUSTRALIA LIMITED Affiliation type Sister Company Country of business Australia Company name COLES GROUP LIMITED Affiliation type Sister Company Country of business Australia Company name TARGET AUSTRALIA PTY. LTD. Affiliation type Sister Company Country of business Australia Company name WESFARMERS RESOURCES LIMITED Affiliation type Sister Company Country of business Australia Company name OAMPS (UK) LIMITED Affiliation type Sister Company Country of business United Kingdom

Remarks on corporate affiliations and related companies Other companies of the Wesfarmers Limited group should be considered affiliates of the Subject.

BANK AND MORTGAGES

Bank Details

Name of bank ANZ Bank New Zealand Limited Address New Zealand

Comments It is generally not the policy of local banks to provide credit status information to non related parties, however interested parties would be advised to consult first with the Subject if banker's references are required.

Mortgages

None reported.

Legal Filings

Bankruptcy filings None reported. Court judgements None reported.

Tax liens None reported. Others None reported.

FINANCIAL STATISTICS

Description

Financial statement source Commercial Registry Filings Financial statement date 30/06/13 Style of financial statement Full audited

Currency of financial statement New Zealand, Dollar (NZD) Exchange rate 1 USD = NZD 1.15 as of 18-07-2014

Concise Financial Data	Consolidation style	Consolidated	Consolidated	Group Consolidated
	Currency	New Zealand, Dollar (NZD)	New Zealand, Dollar (NZD)	Australia Dollar (AUD)
	Date of financial year end	30/06/13	30/06/12	30/06/13
	Length of financial accounts	12 months	12 months	12 months
	Sales turnover / Revenue / Income	228,900,263.00	208,607,228.00	59,832,000,000.00
	Gross profit	101,108,964.00	83,893,358.00
	Profit / Loss before tax	27,304,615.00	14,623,023.00	3,226,000,000.00
	Net income / loss	19,659,852.00	8,998,874.00	2,261,000,000.00
	Non-current assets	247,810,644.00	208,931,369.00	32,569,000,000.00
	Property, plant and equipment	12,442,350.00	13,684,201.00	10,164,000,000.00
	Current assets	63,838,661.00	65,129,446.00	10,586,000,000.00
	Inventories	41,050,107.00	36,509,917.00	5,047,000,000.00
	Cash and cash equivalents	20,910,702.00	18,079,229.00	1,333,000,000.00
	Accounts receivable	1,877,852.00	2,249,973.00	2,341,000,000.00
	Total assets	311,649,305.00	274,060,815.00	43,155,000,000.00
	Current liabilities	39,729,897.00	21,607,522.00	9,572,000,000.00
	Non-current liabilities	2,077,224.00	2,270,961.00	7,561,000,000.00
	Accounts payable	29,024,694.00	17,064,091.00	5,999,000,000.00
	Total liabilities	41,807,121.00	23,878,483.00	17,133,000,000.00
	Share equity	269,842,184.00	250,182,332.00	26,022,000,000.00
	Retained earnings	266,144,339.00	246,484,487.00	2,375,000,000.00
	Reserves	3,696,045.00	3,696,045.00	383,000,000.00

Remarks

The consolidated financial statement above relates to the Subject and its only subsidiary CGNZ Finance Limited. The group consolidated financial statement above relates to the Subject's Ultimate Holding Company Wesfarmers Limited and all its subsidiaries.

BUSINESS DETAILS

Operational Details

Main activities The Subject operates 16 discount department stores in New Zealand under the name KMART. The Subject is part of Wesfarmers Limited, which is an Australia based company. The Company’s principal activities are retailing operations, including supermarkets, general merchandise and specialty department stores; fuel, liquor and convenience outlets; retailing of home improvement and outdoor living products and supply of building materials; retailing of office and technology products; coal mining and production; gas processing and distribution; insurance; industrial and safety product distribution; chemicals and fertilizers manufacture, and investments. It operates in 10 segments: coles; home improvement and office supplies; resources; insurance; KMART; Target; industrial and safety; energy; chemicals and fertilizers, and other. Products and services Apparel Fashion accessories Beauty products Home products Health & beauty products Outdoor living products Entertainment products Toys & sporting products Automotive products Camping & fishing products

Purchases

Local The Subject sources its product(s) / material(s) locally.

International The Subject sources its product(s) / material(s) from countries worldwide.

Sales

Local The Subject sells its product(s) locally.

International None reported.

Business Facilities and Assets

Premises The Subject operates from the verified heading address consisting of an administrative office.

Branches In addition, the Subject operates from 16 Kmart stores located in New Zealand.

SUMMARIZED COUNTRY RISK

Gross Domestic Products (GDP) and Economic Overview

Central bank Reserve Bank of New Zealand Reserve of foreign exchange and gold US$ 20.562 billion Gross domestic product (GDP) US$ 180.548 billion Purchasing power parity (GPP) 126.628 billion of International dollars GDP per capita (current prices) US$ 40,454 GDP composition by sector agriculture: 4.7% industry: 24% services: 71.3% Inflation 2009: 2.1% 2010: 2.3% 2011: 4% Unemployment rate 2009: 6.1% 2010: 6.5% 2011: 6.5%

Public debt (general Government gross debt as percentage (%) of GDP) 2009: 26.1% 2010: 32.3% 2011: 37% Government bond ratings Standard & Poor's: AA+/Stable/A-1+ Moody's rating: Aaa Moody's outlook: STA Market value of publicly traded shares US$67.061 billion Largest companies Westpac Limited, Transpower, Fletcher Building Limited, National Bank of New Zealand, Fonterra Co-Operative Group Ltd, Air New Zealand Limited, The Warehouse Group Limited, Progressive Enterprises Ltd

Trade and Competitiveness Overview

Total exports US$33.24 billion Export commodities Dairy products, meat, wood and wood products, fish, machinery Total imports US$31.11 billion Import commodities Machinery and equipment, vehicles and aircraft, petroleum, electronics, textiles, plastics Best countries for doing business 3 out of 183 countries Global competitiveness ranking 25 (ranking by country on a basis of 142, the first is the best)

Major export partners Australia 22%, US 11.5%, Japan 9.2%, China 5.3%, UK 4.6% Major import partners Australia 20.7%, China 13.4%, US 9.7%, Japan 9.5%, Singapore 4.9%, Germany 4.7% FDI inflows 2008: US$4,598 million 2009: US$-1,293 million 2010: US$561 million FDI outflows 2008: US$462 million 2009: US$-308 million 2010: US$589 million

Country and Population Overview

Total population 4.37 million Total area 270,467 km2 Capital Wellington

Currency New Zealand dollars (NZD) Internet users as percentage (%) of total population 83%

PAYMENT OUTLOOK

Purchases Term

Local Bank transfer, D/P, Credit 30-120 days

International L/C, Telegraphic transfer, D/P, D/A, Credit 30-120 days

Sales Term

Local Cash, Credit card

Trade Reference / Payment Behaviour

Comments As local and international trade references were not supplied, the Subject's payment track record history cannot be appropriately determined but based on our research, payments are believed to be met without delay.

Investigation Note

Sources Interviews and material provided by the Subject Other official and local business sources

Attachments

Attachments Financial statements List of affiliated companies

KEY FINANCIAL RATIOS

For financial year end	30/06/13	30/06/12	.
Profitability	.	.	.
Gross profit (loss) margin (%)	44.17	40.22
Pre-tax profit (loss) margin (%)	11.93	11.93
Net profit (loss) margin (%)	8.59	4.31
Earnings per share (currency based on financial statement)	10,922.14	4,999.37
Return on Invested Capital	.	.	.
Return on assets (%)	6.31	3.28
Return on equity (%)	7.29	3.60
Liquidity	.	.	.
Current ratio	1.61	3.01
Quick ratio	0.57	1.32
Cash ratio	0.33	0.28
Accounts receivable turnover ratio (times)	121.89	92.72
Accounts payable turnover ratio (times)	7.89	12.22
Collection period (days)	2.99	3.94
Payment period (days)	46.28	29.86
Inventory turnover ratio (times)	5.58	5.71
Inventory conversion period (days)	65.46	63.88
Asset Management	.	.	.
Fixed asset turnover ratio (times)	18.40	15.24
Asset turnover ratio (times)	0.73	0.76
Capital Structure and Solvency	.	.	.
Total debt to asset ratio (%)	13.41	8.71
Total debt to equity ratio (%)	15.49	9.54
Non-current debt to equity ratio (%)	0.77	0.91

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.60.33
UK Pound	1	Rs.103.18
Euro	1	Rs.81.58

INFORMATION DETAILS

Analysis Done by :	RAS
Report Prepared by :	MNL

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
--	NB	New Business	--

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

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This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.