Listing Proposal

LOOKING TO SELL A BUSINESS? Mark Bouris - Founder

AN INTERNATIONAL BUSINESS SALES NETWORK www.mentored.business

A MESSAGE FROM THE CEO Mentored Business Sales Our business sales marketplace is, without doubt the market leading platform for transaction business sales. That said, our fundamental difference is in how energetically we engage in creating a result for our clients. We devote ourselves to being in front of your likely buyers, rather than waiting for their response to marketing. We take personal responsibility for creating a personalised marketing strategy and keeping you completely informed throughout the process so that you are in a position to make a strong decision on how best to move forward. Transparency and personal accountability are central to how we work. Add to this a cohesive local and national strategy, which is something only the combination of a local businesses can offer. Providing expert advice in the local market will be essential in driving the most competition and producing the highest price. This is our significant point of difference. We look forward to the opportunity of successfully partnering with you. MATTHEW HOLLAND CEO Mentored Business Sales www.mentored.business

remember, the best outcome is not always an extra $100k or even $1m upfront, it’s about the bigger picture and the end goal. We consult with some of the best accounting and legal experts to ensure our clients best interest is considered Matthew Holland CEO of Mentored Business Sales www.mentored.business

CAPABILITY STATEMENT Mentored Business Sales We work with small private business and mid-tier public companies with typical transactions up to $40m. We sell small businesses, private companies, unlisted public companies, franchises, hotels, resorts and partnerships. Our specialist team can also assist with sourcing replacement shareholders, partners and key stakeholders to assist in partial sales and timed exits. We work across most industries with specialists in everything from medical, hospitality to engineering and wholesale. We look forward to the opportunity of successfully partnering with business owners and investors to assist in the sale or acquisition of a business. www.mentored.business

PAST SALES | CASE STUDIES Mentored Business Sales IMPORT / WHOLESALER WITH 6 RETAIL OUTLETS SOLD for circa $3.9m | EBITDA Circa $840k Partnership Sale 2018 LICENSED PRODUCTS TO MAJOR RETAILERS / BIG W SOLD for circa $2.4 Million | EBITDA Circa $900k Partnership Sale 2018 MANUFACTURER, RETAILER & WHOLESALER SOLD for circa $1.5 Million | EBITDA Circa $150 Outright Sale 2018 FOOD BUSINESS - CAFE / FRANCHISE SOLD for Circa $500k | EBITDA Circa $200k Outright Sale 2018 www.mentored.business

AN INTRODUCTION TO Mentored Business Sales Thank you for the The potential disposal of your business is well timed with the market seeking quality opportunity to present SME investments driven by professional investors seeking income producing assets our listing submission with an above 20% return on investment. to manage the sale of your business. The strong upswing in the business market is a result of record low interest rate Our strategy is to levels and high demand from Asian and European markets. engage the services of the Mentored Group on a As you will see from our recommendations, we have developed strategies to achieve Local, National and the highest probable value for your business; including suggestions regarding a International level to staged timeline. ensure this special offering is fully exposed to These suggestions are made based on our understanding of the current market and all potential markets. what we believe is in your best interests; rather than our own. Competition for your asset is the best way to achieve a premium result. While there are multiple likely buyers already in our database, we will reach out to our extensive network across Australia and Internationally to source interest. Our footprint of over 90 Mentors across Australia demonstrates a larger geographic footprint than other groups. www.mentored.business

INTERNATIONAL BRAND Access to Partner Network CHINA - cn.mentored.business SINGAPORE - singapore.mentored.business NEW ZEALAND - nz.mentored.business MALAYSIA - malaysia.mentored.business RURAL - rural.mentored.business www.mentored.business

MENTORED LAUNCHES DISRUPTIVE TECHNOLOGY TO THE BUSINESS SALES SECTOR How the Integrated Business Sales Platform works 1. Users sign up to the Mentored Business Sales website through a simple process, similar to creating a profile on Facebook or eBay. 2. All users agree to the Mentored confidentiality agreement. 3. Our unique buyer matching system them promotes your business to approved buyers. 4. All buyer activity is tracked, your broker receives constant updates and you receive weekly vendor updates. 5. All documents are blocked for printing or download to protect your data. 6. Prior to allowing any document access, your broker will verify the buyers ability to transact. www.mentored.business

MENTORED BUSINESS FINANCE Mentored now provides business lending solutions ranging from ~ $20,000 to $5,000,000 specifically designed for small to medium businesses. No other business sales operator offers premium business finance. PRODUCTS Line of Credit Business Loan A facility with an approved limit A term facility repayable over an agreed period of time A flexible source of funds No scheduled repayments Flexible repayment frequency Variable rate Fixed and variable interest options Interest only term available Equipment Loan A facility to assist funding of business equipment or vehicle purchases where a charge is taken over the asset Flexible repayment frequency Balloon option available Tax benefits – may be able to claim depreciation and interest charges www.mentored.business

WE UNDERSTAND BUSINESS SALES Mentored Business Sales ACHIEVING ACCESS TO NATIONAL PERSONAL FULL VALUE & ASIAN NETWORK ACCOUNTABILITY Our team transact a variety of With our dedicated China team, The successful sale of your business businesses and partnerships every Mentored provides access to a wide is important to us. You will not find that month. A business can only be sold at range of buyers with multilingual staff the work on your business has been full value by preparing before going to who can help connect Buyers and delegated to a junior, as we pride market. Often vendors rush the Sellers. ourselves in delivering the kind of process costing themselves hundreds knowledge and enthusiasm only an of thousands, if not potential millions experienced agent can. of dollars. Before going to market, we have to ensure your business is as ready as possible. We access expert business consultants, analysts and accounting firms who offer a complete onboarding and due diligence, valuation and business readiness service. www.mentored.business

METHODS OF SALE Mentored Business Sales KEY DIFFERENCES IN THE SALE METHODS 1. SALE BY PRICE The majority of transactions are for sale at an advertised price. Advertising with a price will attract a wider market as the majority of buyers still prefer to see the advertised price. 2. EXPRESSIONS OF INTEREST - WITH OR WITHOUT A CLOSING DATE Can attract higher offers: buyers will be required to submit their “best, highest and final offer”, this can stimulate competition and lead to a higher sales price. Controlled environment: provides flexibility for you, while maintaining control of the critical negotiation. To manage that interest in a way that captures the energy of credible offers, and brings them together in a manageable process where you are in control. BENEFITS • Encourages buyers looking at off-market opportunities to switch focus to this asset because of the genuine sales proposition and sense of urgency created by the EOI closing date; • Transparent process encourages participation of sophisticated buyers; • Uses the pressure of a deadline to spur action; • Indicates market value so that you have clarity moving forward; • Can lead to higher offers as there may be a considerable difference between your best offer and the next. www.mentored.business

PARTNERSHIPS AND PARTNER SALES Mentored Business Sales Are you considering replacing or finding a new partner? We know partnerships Well known partnerships Business owners looking to unlock the hidden value of their • Selling an existing partnership • Apple • Hewlett-Packard business as an alternative to selling or borrowing against their • Replacing a retiring partner business or home might consider taking on a partner/s. • Creating a new partnership • eBay • Ben & Jerry's Consider your goals carefully, what are you really looking to • Working & non working partners achieve from selling your business, a partner could deliver; • Twitter • Intel • Recruiting a new key person for your business • Microsoft • Procter & Gamble • Google • Yahoo • New skills • Franchising options • Capital for growth • Reduced bank reliance • New stock lines • Equity / capital release • Expansion opportunities A good legal advisor will prepare a partnership agreement in conjunction with the shareholders to safeguard all parties. A partner could provide a cash injection, skills, labour, future dividends and an eventual retirement plan Types of partnerships - working or non working Consider the type of partnership you need, a partnership typically appeals to more experienced investors that understand the advantages of a partnership along with how to plan for any potential issues with a professionally drafted shareholder or partnership agreement. Venture capital funds, high net worth investors, industry leaders, suppliers and even key staff are examples of typical partners. www.mentored.business

BUSINESS READINESS STRATEGY Mentored Business Sales 1. Business Readiness 3. Information Memorandum 5. Listing & Marketing Investment Before we go to market, we ensure that your An Information Memorandum (IM) is an essential An important factor in taking a business to business is ready to present to potential buyers. document that summarises your business to market is the investment from the vendor. We utilise expert business analysts, business exit buyers and investors. Typically, the first request Based on past sales, the likelihood of a business consultants and accountancy firms to offer a from a buyer is to view the IM this becomes the sale completing without vendor investment into complete business readiness package to primary selling tool and is essential for any the listing and marketing process is significantly maximise the sale price. business, asset sale or anyone wishing to sell a reduced to less than 20%, in fact closer to business or asset with any reputable broker. 10%. In contrast, a vendor willing to invest into Case Study: A small Sydney based business the process is approximately 400% more likely with a $850k pre-market accountants valuation 4. Listing Strategy to successfully transact. sold for $1.65m by using a business readiness package along with online and press marketing. When you list with Mentored Business Sales (MBS), an investment in marketing has proven Total investment $10k returned an $840k you receive a complete listing strategy that to deliver substantial upside. One case premium. includes online and offline marketing and advertising. Mentored Business Sales goes far study alone showed clearly that by 2. Value Estimator beyond any other brokerage with a dedicated spending $10k delivered marketing department including social media The business value estimator tool is ideal for experts, database analysts and a dedicated an extra $800k over the accountant’s vendors looking to maximise their sale price. outbound call team. Combined with the MBS valuation Based on actual transactions, the majority (more transaction rooms, you're in good hands with than 90%), of buyers and investors will leverage Mentored Business Sales, with a closing average Matthew Holland their investment using bank finance or investor almost double the national average. CEO of Mentored Business Sales funding. As a consequence, by providing a value estimator for buyers ensures your business stands out from the thousands of businesses on the market. www.mentored.business

CHECKLIST TO MAXIMISE BUSINESS VALUE Mentored Business Sales FROM $800K VALUATION TO $1.65M The vendor paid due diligence & advertising, increasing the sale price for a Sydney based business valued at $800k by their accountant to a final sale price of $1.65m. In this instance, the vendor invested into a • Prepare your business accounts with a due diligence package - buyers will rarely pay for potential, buyers will pay for profits. due diligence package along with paid • Reduce stock value where possible and remove dead stock completely, the more the buyer needs for stock is typically newspaper advertising. The total additional vendor investment, on top of the monthly reduced from the price multiple. listing fee, was approx $10k, which delivered an additional $850k to the vendor. • Ensure you have supplier and customer agreements where a reliance exists. Customer reliance is 10% or greater and supplier reliance is where you have exclusive agreements or a similar agreement. The vendor allowed Mentored 12 months to complete the transaction which closed in 9 • Don't rush the sale process - you're not selling a car or home. The average sale time-frame is 5.5 months. months. During the campaign, we received 8 offers from $500k to $1.2m and closed an • Businesses with a due diligence package sell for more money. offer at $1.65m, confirming once again that patience and vendor investment into the joint • Vendors that invest into additional advertising are 4 times more likely to sell and in less than half the time. process can deliver big rewards. In this instance, Mentored agreed to refund the • Where a lease is important to the business, ensure you sign a new lease and try to have any clauses removed that might additional investment at settlement. prohibit an assignment of the lease. • Third party prepared accounts are more likely to be trusted than in house accounts. www.mentored.business

BUSINESS LISTING PROCESS Mentored Business Sales We consider our listing strategy LISTING STRATEGY 1. DIGITIAL eBROCHURE the best in the market. Our recommendations promote 1. Prepare your business for sale. Distribution of an electronic brochure of the competition among buyers 2. Upload all the business information to the data business to specified target groups of more than which puts us in the strongest 6,000 buyers. position to negotiate the room and build the listing online. best result available in the 3. Build a project marketing strategy to manage the 2. DIGITIAL ADVERTISING (ON 3rd PARTY SITES) market today. sale strategy. Digital platforms delivers consistent results and 4. Update and place new advertising at least 4 times allows potential purchasers to view. per week including weekends. 3. AGENT-DRIVEN MARKETING 5. Constant monitoring and weekly review the sale We contact buyers directly via all mediums with a strategy. focus on meeting in person to present the opportunity. It is important we take a comprehensive approach to listing your business. 4. SEARCH & DISPLAY FOR SOCIAL To ensure you achieve the premium value for your Through the use of a Google package, we can business, we must expose it to all potential buyers to proactively target active and passive buyers attract both active and passive buyers alike. This will through various websites, display searches & require a combination of digital and traditional re-marketing to more than 100,000 potential marketing elements. All marketing is done with the buyers. strictest confidentiality to protect your business. 7. PRINT MEDIA All buyers are required to sign a confidentiality agreement prior to receiving the business name and We recommend the use of print media such as the any details. Australian Financial Review, Sydney Morning Herald, regional and industry magazines. Every business listed with Mentored Business Sales is required to subscribe to one of our listing packages. A listing package includes the preparation and strategy undertaken by the agent and the strategy team. Investment from the vendor is essential to build the strategy and increases the success rate by almost 400%. www.mentored.business

OUR DIGITAL STRATEGY Mentored Business Sales Social SEEK Business Sales Organic Australian Business Google Ieads for Sale • 4 new advertisements on SEEK Business every week. Bsale • All advertisements are posted at specific AnyBusiness Domain times including weekends Business 2 Sell Commercial Real Estate • Listing posted on Mentored Business Sales Mentored Website Business • Listing posted on Businesses View View • Listing posted on Australian Business for Sale • Listing posted on Commercial Real Commercial (Domain Business) • Listing posted on Business 2 Sell • Listing posted on AnyBusiness • Listing posted on Bsale • Weekly posts on up to 10 local and International advertising platforms • Email to more than 6,000 current and active buyers via Social Media platforms • Silver banner on Commercial Real Commercial (Domain Business) • Silver banner on AnyBusiness www.mentored.business

OUR SOCIAL STRATEGY We drive more opportunities through greater Social Media Engagement YouTube Google+ LinkedIn 12% 10% 22% Instagram Facebook Twitter as a success based business, we are driven to deliver the very best 14% 16% 18% result for our clients WeChat Matthew Holland CEO 8% Over 50 advertisements monthly worth more than $30k over 26 weeks www.mentored.business

SALES PROCESS Mentored Business Sales MARKETING • Online marketing & optional print media marketing DUE • Profit & loss reviewed PREPARATION • Industry buyers approached DILIGENCE • Balance sheet & assets reviewed • Google and social media marketing • Corporate structure reviewed • Outbound marketing • Trademarks & leases reviewed • Partners & shareholders • Decision to purchase shares or assets • Final negotiations determined PLATFORM • Listing uploaded and business prepared SETTLEMENT • Solicitors engaged UPLOADING • Contracts prepared • Vendor & accountant to provide business information for • Final structure agreed due diligence review • Landlord approval sought • Vendor attends to settlement checklist • Information memorandum prepared & agreed by vendor • Buyers prepare for settlement • Settlement booked, stocktake completed • Due diligence completed & uploaded to a secure data room • Sale completes • Handover and training begins • MBS platform connects to 8 external marketing platforms SALE • Existing MBS buyers notified PROCESS • New buyers invited from external marketing activity LIVE • Buyer discussions • Buyer & vendor conference meetings • Buyer site visits • Offers • Negotiations • Acceptance with or without due diligence conditions www.mentored.business

THE LAUNCH STRATEGY Mentored Business Sales PRE-LAUNCH 2 3 Agency appointment. TARGETED LAUNCH FULL MARKET LAUNCH Preparing the business details, due diligence and data room on MBS. Approach institutional investors Closer to completion of the Build a professional Information and known suitable buyers to memorandum, a full market launch Memorandum along with summary present a preview of the business is completed to ensure we capture documents to enable access to all opportunity. Arrange meetings and all the opportunities and seek out qualified buyers. hold discussions with the shortlist interest, wherever it may be. buyers. Briefing the Mentor team members. Review the project plan weekly Detailed plans developed for the Connect with offshore investors to ensure a steady flow of project launch. and buyers. Contact the active opportunities. industry buyers. Review buyers already connected with MBS or buyers that missed previous businesses opportunities. www.mentored.business

DEVELOPING THE PROJECT STRATEGY Mentored Business Sales 8 Advertising Platforms Specific to Social Media Business & Press Other Releases MBS Mentored Buyers International Database Network 6,000 Family MENTORED Referral offices, Marketplace Partners HNW & Equity To achieve the best Managers outcome, we build a custom marketing Direct Outbound strategy around each and Competitors Marketing every business. Print Media Project Nothing is left out and the key to success relies on Retargeting vendor and agent and Direct engagement upfront and during the sale process. Online www.mentored.business

THE LAUNCH STRATEGY Mentored Business Sales RETAINER VS FIXED COMMISSION Optional – Many of our $1m plus clients prefer to engage our Mentors on a fixed retainer basis. How it Works Once a client signs an agency agreement confirming the agreed retainer fee, the client is required to deposit the monthly retainer into the Mentored Trust account. Any time the Mentor works on that project, they record the hours spent and provide a weekly or monthly update (agreed upfront) to the client. At the end of each month, the Mentor will be provided with an invoice confirming the total for that month which is then deducted from the funds held in trust. For example, the Mentor may project that he will spend 10 hours, at an hourly rate of $120, amounting to a $1,200 retainer fee. If in the first month the Mentor spends four hours on the project, the Mentor will charge $480 against the $1,200 retainer fee, leaving a balance of $720. If the Mentor completes the sale in the second month after spending another five hours, the Mentor will charge $600 against the remaining fee, leaving a balance of $120. FAQ’s • Retainers are typically for $1m plus listings or where the client requires a specific outcome • Retainer fees are due at the commencement of the month in advance • The balance of any unused retailer is refunded to the client • Monthly costs cannot exceed the agreed retainer without prior written approval from the client • The Mentor is required to provide updates to the client as agreed, typically weekly or fortnightly • Retainer fees are not typically deducted from the overall commission, however, the Mentor and the client should agree to the structure upfront to avoid confusion. Every transaction is different therefore we believe final structure should be negotiated as per the requirements of the client and the availability of the Mentor. www.mentored.business

INFORMATION MEMORANDUM PRICING Mentored Business Sales Bronze Information Silver Business Information Gold Business Information Platinum Business Memorandum Memorandum BusMineesmsoSraanledsu$m1m + BInufsoirnmeastsioSnalMesem$2omran+dTu/mO Transactions under $150k Transaction below $1m (MOST POPULAR) SUITABLE FOR: SUITABLE FOR: SUITABLE FOR: SUITABLE FOR: Start-ups, Asset sales, Micro Businesses Most businesses up to $1 million Business with $1m plus transaction Businesses typically with a $5 million+ t/o Businesses with limited or transaction who want to present a quality Businesses requiring detailed research no Financials overview for an SME. Businesses with more complex financials and presentation Small entities Businesses that require detailed financial Business owners who only want a brief NOT suitable for businesses with multiple Detailed business structures analysis and modeling overview or maybe testing the market branches / outlets or complex scenarios. Larger entities that may require Businesses with a long history and significant documentation and $490 thorough brand/product information $4,990 Entities with multiple branches FLEXIPAY OPTIONS Any business that requires further analysis / time $990 $2,490 FLEXIPAY OPTIONS All prices plus GST All IM's are invoiced directly to the clients are these costs are separate to marketing or advertising costs www.mentored.business

BUSINESS CONSULTING & SUCCESSION PLANNING Mentored Business Sales Optional - Business Preparation Consulting Preparation is the key to delivering the best results, we highly recommend investing into the preparation of your business information before going to market. All Mentored Business Specialists are trained to prepare businesses for sale. Typically, the process involves co-ordinating with your accountant, solicitor, advisors or general manager to collate and prepare the business information for the memorandum writer. Business preparation starts from $160 per hour for a full day (8 hours) or $240 per hour for part day with a minimum charge of two (2) hours. Bronze Business Preparation Silver Business Preparation Plan Gold Business Platinum Business (MOST POPULAR) Preparation Plan Preparation Plan Typically allow 1/2 day on site Typically 1-2 days on site Typically 2-3 days on site Typically 3-5 days $480 - $1k $1k - $2.5k $2.5 - $3.5k $3.5k - $5k Talk to your Mentor representative about business preparation options including our six (6) month mentoring and succession planning program to maximise your business value. www.mentored.business

LISTING AND SUCCESS FEES GOLD LISTING BONUS OFFER Mentored Business Sales $160 PW PAY UPFRONT AND RECEIVE 12 MONTHS MARKETING BRONZE LISTING (VALUED AT OVER $17,500) MBS business marketplace $130 PW Onboarding & deal preparation PLATINUM LISTING Mentored social networks Google leads $5,950 MBS buyers database over 6,000 registered buyers Custom video production FLEXIPAY OPTIONS Data room setup All major listing portals Referral partners (subject to success fee) Access to investor database in excess of 30,000 International business sales portals Partnerships access Direct competitor approaches Family offices, HNW Investors / Equity Managers Boosted / Premium listings Telemarketing plan Call list development Up to 12 months marketing Google Adwords Premium social posting Promotion on podcast Printed (unbranded) flyers *Prices quoted do not include GST www.mentored.business

MARKETING TIMELINE Mentored Business Sales (example) Week Commencing Week 1 Week 2 Week 3 Week 4 Week 8 Week 12 Week 16 Week 20 Week 24 10+ Digital Advertising Platforms Social Media International Network National Podcasts Family Offices / HNW Investors / Equity Managers MBS Buyers Database 6,000+ Outbound List Building and Project Marketing Print Media - Sydney Morning Herald / Australian Financial Review / Chinese Herald / Future Middle Eastern / The Australian / BRW Chinese Property Weekly Digital Targeted Marketing - Fairfax / Google Commercial Listing Magazine Commercial NOTE: This is a guide only based on the average timeline for the sale of a business. Included marketing refers to all paid listing options. www.mentored.business

VENDOR AND BROKER COMMITMENT TO THE SALE PROCESS Mentored Business Sales THE BROKER & MENTORED BUSINESS SALES AGREES TO: • Prompt and professional servicing of all enquiries and ongoing follow-up of that enquiry as appropriate • Recording of all information so that you are in an informed position • Creating a communication plan with you so that you have the email, calls, text messages and/ or reports that meet your needs • Proactively sourced meetings with a wide range of parties capable of purchasing your business • Targeted calls to database and likely interested parties • Meetings and follow-up as required to assist buyers to see the business in its best light • Negotiation with all prospective purchasers to ensure the highest possible price with the most favourable terms are achieved THE VENDOR UNDERSTANDS AND AGREES TO: • Provide only factual financial and business information to prepare the business for sale • Inform the broker of any aspects of the business that might impact the sale process • Inform the Mentored office immediately of any concerns in relation to the sale process so that these concerns can be rectified • Maintain listing fees as per the \"agency agreement\" and not to dispute the agreed success fees • Allow the broker the agreed time-frames to transact the sale and understands the average sale process is 5.5 months • Conduct vendor and buyer meetings • Remain open minded in regards to payment and settlement options • A minimum 6 month listing campaign however certain businesses should allow up to 12 months www.mentored.business

Mentored Business Sales Telephone: 1800 858 696 E-mail: [email protected]