MIRA INFORM REPORT

Report Date :

27.09.2014

IDENTIFICATION DETAILS

Name :	EZIBUY OPERATIONS LIMITED
Formerly Known As :	EZIBUY RETAIL LIMITED
Registered Office :	Level 4, the Textile Centre 1 Kenwyn Street, Parnell Auckland 1052
Country :	New Zealand
Financials (as on) :	29.06.2014
Date of Incorporation :	14.11.2003
Com. Reg. No.:	1439405
Legal Form :	Private Limited Company
Line of Business :	The Subject’s business consists of sourcing, import & distribution of apparel and homewares.
No of Employees :	155 employees (Subject); 197,000 employees (Woolworths 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 – June 1, 2014

Country Name	Previous Rating (31.03.2014)	Current Rating (01.06.2014)
New Zealand	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	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 EZIBUY OPERATIONS LIMITED Business address Level 4, The Textile Centre 1 Kenwyn Street Town Parnell Province Auckland Zip / Postal code 1052 Country New Zealand Telephone +64 9 3797238 Fax +64 9 3797241 Email mail@ezibuy.co.nz Website www.ezibuy.co.nz Postal Address Ezibuy Intl. Distribution CTR, 31 EL Prado Drive Palmerston, North 4470 New Zealand

Registered address 80 Favona Road Town Mangere Province Auckland Zip / Postal code 2024 Country New Zealand Postal address P.O. Box 137264 Town Parnell Province Auckland Zip / Postal code 1151 Country New Zealand

SUMMARY DETAILS

Report Summary

Date registered 14/11/2003 Legal form Private Limited Company Key personnel Simon Blair West Line of business The Subject’s business consist of sourcing, import & distribution of apparel and homewares. Staff employed 155 employees (Subject); 197,000 employees (Woolworths Group)

Paid-up capital NZD 1,000.00 Sales turnover / Revenue / Income AUD 60,952,200,000.00 (Group-Consolidated 12 months, 29/06/2014) Net income / loss AUD 2,458,400,000.00 (Group-Consolidated 12 months, 29/06/2014) Total assets AUD 24,205,200,000.00 (Group-Consolidated 12 months, 29/06/2014) Share equity AUD 10,525,400,000.00 (Group-Consolidated 12 months, 29/06/2014)

Subject’s Credit Risk Analysis

Country risk Country risk is minimal Operation trend Operational trend is steady Management experience Management is reasonably experienced Financial performance Financial performance is fair 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 stable Detrimental No detrimental found Payment history No payment delays noted Credit amount requested Not described.

STATUTORY DETAILS

Registry Information

Date registered 14/11/2003 Legal form Private Limited Company Registration number 1439405 Registered authority New Zealand Companies Office Tax / VAT number 9429035680604

Statutory status Active Previous name The Subject was formerly known as EZIBUY RETAIL LIMITED and changed to the current style on 31-03-2008. On 31-03-2008, EZIBUY DIRECT LIMITED, EZIBUY IMPORTS LIMITED and EZIBUY RETAIL LIMITED amalgamated to become EZIBUY RETAIL LIMITED which changed its name on amalgamation to EZIBUY OPERATIONS LIMITED (Subject). Change of legal form None reported.

BOARD OF MANAGEMENT

Key Personnel

Name Simon Blair West Designation Chief Executive Officer Name Graeme Coleman Designation Financial Manager

BOARD OF DIRECTORS

Appointments

Name David John Chambers Title Director Appointment date 30/08/13 Address 37B View Road Campbells Bay, Auckland 0630 New Zealand Name Peter John Horton Title Director Appointment date 30/08/13 Address 29A Thanet Street Malvern, VIC 3144 Australia Name Thomas William Pockett Title Director Appointment date 30/08/13 Address 47 Edgecliff Boulevard Collaroy Plateau, NSW 2097 Australia Name Simon Blair West Title Director Appointment date 30/08/13 Address 56 Ladies Mile Remuera, Auckland 1050 New Zealand

Staff employed 155 employees (Subject); 197,000 employees (Woolworths Group)

SHARE CAPITAL

Composition

Authorized capital NZD1,000.00 Number / Type of shares 1,000 Shares Share par value NZD1.00 Issued capital NZD1,000.00

Paid-up capital NZD1,000.00

OWNERSHIP / SHAREHOLDERS

Composition

Shareholder name EZIBUY LIMITED Address 80 Favona Road Mangere, Auckland 2024 New Zealand Number / Type of shares 1,000 Shares Percentage (%) of shares 100%

CORPORATE AFFILIATIONS AND RELATED COMPANIES

Structure

Company name WOOLWORTHS LIMITED Affiliation type Ultimate Holding Company Country of business Australia Comments Woolworths Limited operates retail stores in Australia, New Zealand, Hong Kong, and India. The company operates through six segments: Australian Food and Liquor, New Zealand Supermarkets, Petrol, BIG W, Hotels, and Home Improvement segments. The company operates approximately 1,063 supermarkets under the Woolworths and Safeway brands in Australia, and the Countdown brand in New Zealand; 11 Thomas Dux supermarkets in Australia; the BWS, Dan Murphy’s, and Woolworths/Safeway attached liquor outlets; supermarket outlets in New Zealand; and Cellarmasters. It also operates 613 petrol canopies in Australia of which 131 are co-branded with Woolworths/Caltex; 178 BIG W stores; 326 hotels, including bar, dining, gaming, accommodation, and venue hire operations; and 26 hardware stores and 31 Masters stores. In addition, the company retails apparel and homewares through an online platform, catalogues, and contact centers in Australia and New Zealand. Woolworths Limited was founded in 1924 and is based in Bella Vista, Australia. Company name WOOLWORTHS INTERNATIONAL PTY LIMITED Affiliation type Intermediate Holding Company Country of business Australia Company name WOOLWORTHS NEW ZEALAND GROUP LIMITED Affiliation type Intermediate Holding Company Country of business New Zealand Company name EZIBUY HOLDINGS LIMITED Affiliation type Intermediate Holding Company Country of business New Zealand Company name EZIBUY LIMITED Affiliation type Parent Company Country of business New Zealand

Remarks on corporate affiliations and related companies Other companies of the Woolworths Group should be considered affiliates of the Subject.

BANK AND MORTGAGES

Bank Details

Name of bank Westpac New Zealand 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 Public Record Sources Financial statement date 29/06/14 Style of financial statement Full audited

Currency of financial statement Australia Dollar (AUD) Exchange rate 1 USD = AUD 1.10 as of 21-09-2014

Concise Financial Data	Consolidation style	Group Consolidated	Group Consolidated
	Currency	Australia Dollar (AUD)	Australia Dollar (AUD)
	Date of financial year end	29/06/14	30/06/13
	Length of financial accounts	12 months	12 months
	Sales turnover / Revenue / Income	60,952,200,000.00	58,674,100,000.00
	Gross profit	16,477,600,000.00	15,761,500,000.00
	Profit / Loss before tax	3,515,100,000.00	3,214,800,000.00
	Net income / loss	2,458,400,000.00	2,264,600,000.00
	Non-current assets	17,030,400,000.00	16,024,100,000.00
	Property, plant and equipment	9,600,700,000.00	9,246,100,000.00
	Current assets	7,174,800,000.00	6,226,100,000.00
	Inventories	4,693,200,000.00	4,205,400,000.00
	Cash and cash equivalents	922,600,000.00	849,200,000.00
	Accounts receivable	925,700,000.00	968,600,000.00
	Total assets	24,205,200,000.00	22,250,200,000.00
	Current liabilities	7,558,200,000.00	6,866,000,000.00
	Non-current liabilities	6,121,600,000.00	6,083,700,000.00
	Accounts payable	6,006,300,000.00	5,390,300,000.00
	Total liabilities	13,679,800,000.00	12,949,700,000.00
	Share equity	10,525,400,000.00	9,300,500,000.00
	Retained earnings	5,423,100,000.00	4,661,100,000.00
	Reserves	198,200,000.00	25,100,000.00

Remarks

The group consolidated financial statement above relates to the Subject's Ultimate Holding Company Woolworths Limited and all its subsidiaries.

BUSINESS DETAILS

Operational Details

Main activities The Subject engages in sourcing, import & distribution of apparel and homewares. The Subject is a wholly owned subsidiary of Ezibuy Limited. Ezibuy Limited is a multi channel retailer of apparels and homeware in Australasia. EziBuy Limited offers tops, dresses, tunics, pants, cardigans, jackets, coats and vests, shirts, skirts, knitwear, lingerie, swimwear, shoes, accessories, and loungewear for women. The company also offers tops, pants, jackets and coats, shirts, and knitwear for men; and corporate uniforms for blue-chip clients and large multi-nationals. In addition, it offers home ware products for living and bedroom, kitchen, bathroom, children room, boutique, and indoor and outdoor applications; and cot sheet sets, bath mats and sheets, bath towels, hand towels, face clothes, pillowcase, fitted sheets, flat sheets, pleated and quilted valances, duvet inners, blankets, memory foam pillows, and pillows. Further, the company provides personal care products, jewellery, special occasion products, personalised prints, sports/outdoor products, Christmas decors, health supplements, and special occasion products; and gifts for men, women, kids, and pets. It also offers its products through catalogues, as well as online. EziBuy Limited was founded in 1978 and is headquartered in Auckland, New Zealand with a distribution centre and contact centre in Palmerston North, New Zealand; and additional offices in Auckland, New Zealand. It has stores in Albany, Palmerston North, Wellington, and Christchurch, New Zealand. Note: Ezibuy Holdings Limited was bought over by Woolworths Limited on 30-08-2013. Products and services Womenswear Menswear Kidswear Homewares Gift & Health Brands EZIBUY

Purchases

International The Subject sources its product(s) / material(s) from countries such as China, Turkey, Germany and United Kingdom.

Sales

Local The Subject sells its product(s) locally.

International None reported.

Key events
22 August, 2013
Catalyst Announces the Sale of EziBuy to Woolworths

The shareholders of EziBuy Holdings Limited (“EziBuy”), including funds advised by Catalyst Investment Managers Pty Ltd (“Catalyst”), and entities associated with the founders, Peter & Gerard Gillespie, today announced that they have signed a binding agreement to sell 100% of EziBuy to entities owned by Woolworths Limited (“Woolworths”). Woolworths have made a separate announcement today in this regard.

EziBuy is the market leading direct to customer retailer of apparel and homewares, operating in Australia and NZ. The business was founded by brothers Peter & Gerard Gillespie in Palmerston North in 1978 with a single retail store. Today, EziBuy operates a sophisticated direct-to-customer business from its head office in Auckland. The Company services ~600,000 active customers each year, supported by a built for purpose B2C distribution facility, and contact centre. EziBuy transacts over 50% of its annual sales online, and now generates over 60% of its total sales from customers in Australia.

Catalyst acquired its shareholding in EziBuy in 2007. Since then the business has significantly grown its revenue and earnings, through continued customer acquisition, particularly in Australia, further investment in its online offering and capabilities, and expansion of its product range.

Commenting on the transaction, Catalyst Managing Director Trent Peterson said “We are pleased that EziBuy will become part of the Woolworths Group, who support the current management team, and will drive further growth”.

Catalyst has enjoyed a successful partnership with our co-shareholders, Peter & Gerard Gillespie, and the senior management team of EziBuy. We collectively believe the Company is well positioned to capitalise on a range of growth opportunities under Woolworths’ ownership.

EziBuy co-founders, Peter and Gerard Gillespie said: “When we started EziBuy we never envisaged that 35 years later we would be as successful as a business as we are today. A huge amount of this success is due to the combined efforts of a great team of loyal people.”

EziBuy chief executive Simon West said: “We are delighted to have the backing of Woolworths as we embark on the next phase of our growth. The Companies share strong ‘customer first’ cultures, and each focus on delivering great product and service.”

He added; “The success of EziBuy to date has been about providing our customers with great service, convenience, quality fashion and home wares, and value for money. This remains our priority.”

The transaction is valued at NZ$350 million, and remains subject to approval from New Zealand’s Overseas Investment Office.

The current EziBuy shareholders will retain their shareholding in Max Fashions, a leading specialty retailer of women’s fashion in NZ.


20 June, 2013
Award-winning EziBuy celebrates 35 years of retail success

Award-winning EziBuy celebrates 35 years of retail success


Ground-breaking multi-channel retailer EziBuy is celebrating 35 years of retail success this month.

EziBuy is one of New Zealand’s great business achievers - in 35 years, the company has grown from humble beginnings in Palmerston North to become New Zealand’s largest direct marketing organisation and a market leader in women’s fashion e-tailing across Australasia.

Offering quality and affordable fashion for women, men and home decor, EziBuy also now has a contemporary range of children’s clothing (via UK label Next).
Established by brothers Peter and Gerard Gillespie, with friend John Robinson, EziBuy launched in 1978 with an A3 black and white sheet selling women’s fashion and hardware. The first mailing list was compiled using phone books and was a hit from the outset, receiving 638 orders. Today, EziBuy receives over 480,000 orders every month and is the largest fashion and home decor multi-channel retailer in Australasia. More than 15,000 items per day are dispatched to customers on both sides of the Tasman.

“Our philosophy in the 70’s was about convenience, ease and value, and these core values remain today. We are committed to providing an exceptional customer experience for our shoppers and are continually innovating our product offering and the technology to serve them in a more personalised way. We want our customers to feel special and enjoy each and every interaction with us,” says Chief Executive Simon West.

Since 1978, EziBuy’s progression has been impressive. It opened its first store in Palmerston North in 1978 and launched into Australia in 1992. It expanded its homewares offering in 1995 and, in 2006, opened the largest Distribution Centre in the Southern Hemisphere at 25,000m2.

EziBuy’s history of becoming a leading heavy-weight e-tailer all started in 1998 when it launched its first e-commerce site. Today the website receives over 18 million visits every year and is responsible for around 70% of sales. 75% of all new customers shop online. The company launched a mobile site in early 2013.

Despite technological advances, EziBuy continues its heavy investment in catalogues today, recognising it as an integral part of the overall marketing strategy in communicating its product offering to customers. The company mails over 23 million copies to Australasian customers each year.

EziBuy’s success saw it clinch two highly-acclaimed awards this year – the inaugural Keith Norris Award for NZ Direct Marketing Organisation of the Year at the 2013 NZ Direct Marketing Awards and, just days later, it was named one of the Top 10 International e-Commerce sites by Australian magazine, Inside Retail, putting it in the company of eBay, Apple and Amazon.

The judges of the NZ Direct Marketing Awards were inspired, saying “EziBuy is a world-class organisation that embraces modern direct marketing at its best. An industry leader driven by innovation, EziBuy is aggressively pursuing growth in a unique kiwi way”. The commitment to understanding its customers has resulted in intuitive Customer Relationship Management (CRM) technology which understands each and every customer’s buyer behavior. This enables EziBuy to serve at a more personalised level the appropriate array of product offers and promotions to customers.

“After 35 years of evolution, EziBuy today is a genuine multi-channel retailer, offering customers the option to buy online, via the contact centre, catalogue, retail store, ipad, or mobile device. We strive for the ultimate in customer experience in any medium they choose to buy from,” says West.

With annual turnover running into hundreds of millions of dollars, more than 800 staff, a strong database of active customers and a year-on-year retention rate of 70%, EziBuy is a hugely successful and progressive direct marketing business.

“We’re proud of what we’ve achieved at EziBuy. We’re driven by a strong culture of innovation and our dedication to impeccable customer service has been our secret to success,” says West.

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 distribution center located at: 31 El Prado Drive Milson, Palmerston North 4478 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

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

International Prepayment, Telegraphic transfer, D/P, Credit 30-120 days

Sales Term

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

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

KEY FINANCIAL RATIOS

For financial year end	29/06/14	30/06/13	.
Profitability	.	.	.
Gross profit (loss) margin (%)	27.03	26.86
Pre-tax profit (loss) margin (%)	5.77	5.48
Net profit (loss) margin (%)	4.03	3.86
Return on Invested Capital	.	.	.
Return on assets (%)	10.16	10.18
Return on equity (%)	23.36	24.35
Liquidity	.	.	.
Current ratio	0.95	0.91
Quick ratio	0.33	0.29
Accounts receivable turnover ratio (times)	65.84	60.58
Accounts payable turnover ratio (times)	10.15	10.89
Collection period (days)	5.54	6.03
Payment period (days)	35.97	33.53
Inventory turnover ratio (times)	12.99	13.95
Inventory conversion period (days)	28.10	26.16
Asset Management	.	.	.
Fixed asset turnover ratio (times)	6.35	6.35
Asset turnover ratio (times)	2.52	2.64
Capital Structure and Solvency	.	.	.
Total debt to asset ratio (%)	56.52	58.20
Total debt to equity ratio (%)	129.97	139.24
Non-current debt to equity ratio (%)	58.16	65.41

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.61.57
UK Pound	1	Rs.100.42
Euro	1	Rs.78.45

INFORMATION DETAILS

Analysis Done by :	RAS
Report Prepared by :	TPT

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.