Listing Presentation Santo

THINKING ABOUT GOING TO VICTORIAN MARKET? BUSINESS LISTINGS & DEAL Santo Zurzolo- Director PREPARATION Business & Corporate Listings Victoria I'll prepare your deal for success A resourceful and highly competent individual with broad industry knowledge who assists business owners with launch, growth, and exiting their business. Matt Holland - founder of the Deal Room. CALL NOW 0412 135 226 E: [email protected] www.vic-business.allbizdealroom.com

Matt Holland A MESSAGE FROM Matt HollandFounder of the deal room and THE FOUNDER former head of Ray White Without a doubt, our business sales marketplace and deal rooms Business Sales. are quickly becoming the market-leading platforms in Australia for any commercial asset sale or investment. Santo and his team in Victoria actively work to get a result for our clients by ensuring your deal is prepared in accordance with our strict checklist, and our deal room process takes care of the rest, ensuring that your deal is pitched to appropriate buyers and investors rather than waiting for them to find your deal. Santo is a resourceful and highly skilled professional with extensive industry experience who assists business owners with the start-up, growth, and exit of their business. His expertise spans a wide range of industries, making him the ideal resource for any business owner, large or small, preparing for a business exit. Matt Holland - Founder In 2018, Ray White Business Sales owned by Matt Holland developed the first business sales and deal room platform in collaboration with Mark Bouris' of the Mentored Platform and Channel 7 TV's \"The Mentor.\"

QUICK CHECKLIST TO MAXIMISE BUSINESS VALUE Prepare your business accounts for a minimum of 3 years (actual and normalised versions) Accounts prepared by your external account or a specialist will carry far more weight than those prepared by in- house accountants. Collect and prepare ALL of your associated business documents for due diligence. Create a professional sales memorandum outlining everything about the business or deal on offer, point out the pro's and con's, sell the deal... Reduce stock value where possible and remove dead stock. In most cases, the higher the stock value, the lower the multiple. Ensure you have supplier agreements that can be transferred on the same or similar terms. Where a customer represents more than 10%, consider a formal agreement or prepare a strong reply to the buyer; this is seen as a weakness and may reduce the value of the deal. Where a lease is important to the business, ensure you sign a new lease and try to have any clauses removed that might prohibit an assignment of the lease, such as demolition clauses. Itemise your assets and inclusions to avoid disputes and remove any assets not included by either noting them on the agreement or removing them completely from the premises, as this often causes disputes. Will vehicles and other business assets, including finance agreements, be paid out or included for takeover? Who will pay the staff entitlements, what are they, and will key staff remain?

DETAILED CHECKLIST 1. General Details Information Technology Organisation structure chart Licences Certificate of incorporation Maintenance agreements Board minutes Software details - crm, apps, Company register Accounting software Commercial Contracts Real Property Sales, distribution, agency, licensing, manufacturing, Leases, assignments, options and licences including plans Franchise contracts Address and description Supply or purchase agreements. Approximate area Contracts with subcontractors. Council use approval and zoning classification Joint venture or partnership agreements Current rent Distribution agreements Any mortgage or charge Management agreements Any notices from landlords or council that may impact the business Transportation agreements trading Contracts relevant to the business, not specified Major customers and annual historical spend vs financial year Intellectual Property forecast Patents Trademarks (registered and unregistered) Major suppliers Copyright Outstanding quotations or tenders Registered designs Trade discount and credit terms Business names Customer complaint disputes with suppliers Trading names Outstanding notices with may result in contract termination Logos SWOT Strengths, Weaknesses, Opportunities and Threats (SWOT) Domain names analysis Intellectual Property Ownership Customers Certificates of registration Customer list - names redacted Registration applications Any disputes Licences Any known reasons for major customers ceasing to trade User agreements or other arrangements Review of major customers lost Intellectual Property Infringement Review the strength of relationships with key customers. Against your company; or Accounting procedures for customer credits By your company. Customer correspondence Review of aged debtor trial balance Review credit policy and procedures Review discount structure and procedures

DETAILED CHECKLIST 2. Suppliers Occupational Health and Safety Major suppliers Safety inspection reports Terms of trade. Accident reports Any deterioration in supply quality Investigations Aged creditor trial balance Any convictions or penalties Any loss or change of supply agreements going forward Independent Contractors Plant and Equipment Independent Contractors and Outsourcing Historic numbers, rate and utilisation of each category of details of any contract agreements internal facilities; Fixed assets register; Banking and Finance Current status of the plant and equipment; All financing documents, including Policy for capitalising the cost of writing off repairs and Material finance and operating leases continuing maintenance costs; Material hire purchase or purchase agreements Repairs and maintenance policies Finance rental agreements continuing Reviews of the adequacy of the depreciation Bank or corporate guarantees Abnormal write-offs Any breaches of the above arrangements Any capital commitments or new items of plant and Charges over business or business assets equipment Mortgages All plant and equipment not in satisfactory working order and Guarantees repair Comfort letters Any notices that may interfere with use of the assets. Insurance Employment Current insurance policies List all employees - initially by staff number is adequate. Details on all premiums Status of employment, i.e. full-time, part-time or casual Any claims Applicable awards or agreements Employment entitlements (e.g. commission, bonus or other incentive schemes) Employment contracts Employment policies, practices, or procedures Agreements or arrangements breaches Outstanding employee entitlements Unfair dismissal or unlawful termination Workers' compensation Occupational health and safety legislation Details of all superannuation arrangements

DETAILED CHECKLIST 3. Litigation Financials Note any item below that might impact a buyer Monthly board packs Any current material disputes, litigation, arbitration or proceedings Monthly budget packs including Historical audit files Parties to material contracts Debtors ageing profile Employees Statutory records Government or semi-governmental authorities (including tax Financial accounts authorities) Monthly management accounts Claims made or threatened Reconciliation of the historic statutory results Any judgment, order or settlement Accounting policy details Product warranties; Budget for the current trading year with assumptions Restrict business operations Year to date trading results comparison That may be terminated or varied if there is a change in the Management comment on actual trading to budget business variance and Budgeting explanation. Environmental Addbacks relating to last 2-3 financials years, the more All environmental, govt and council licenses, registrations, detailed the better. approvals, and permits; Any non-compliance; Any liability in respect of the contamination or remediation; Reports or inspections; Environmental management plans, environmental audits, or environmental reports and terms of reference; Work required to comply with licences, permits or approvals; Any known exposure of employees to hazardous materials, noise, vibration or dust; Any off-site impacts such as noise, dust or odour; and Any claims, proceedings or complaints. Taxation Group tax Management commentary on tax losses Tax office or tax advisors correspondence

20 BE PREPARED FOR THE TOP 20 QUESTIONS A BUYER SHOULD BE ASKING YOU... TIPS Let's take a 1.Why is the current owner looking to sell the business? look at this 2.What kind of growth potential does this business have? from the 3.Is the business in good financial standing or are sales or profits in decline? buyer's or 4.Can I do this, will they help train me or run after settlement? investor's 5.Has the seller provided the most recent financial records? point of 6.Examine the bank statements carefully to ensure they match the the sales records. view. 7.Review the tax returns for at least three years, preferably five. 8.Review all copies of all current contracts for the business, including leases, supply agreements, and customer agreements. 9.Is the business or has it ever been, the subject of an investigation by a government agency? If so, what is the current status. 10.Have they been paying employee benefits? And who will be held accountable in the future? 11.Is the company currently in a lawsuit, or has it ever been, and what is the status? 12.Is the company encumbered by any debts or liens? If so, what are they for, and how many of them are there? 13.What about the key competitors and suppliers? Who are they and where do they pose a risk. 14.Will key staff remain and will management remain if i'm investing vs. actively buying to work? 15.Payments, how are payments made? What does the debtors' list look like. 16.How much does the company write off for bad debts each year? 17.How many active clients does the company have and how many total. 18.Customers, What is a typical customer, where are they, and is it a community or a special arrangement that may or may not apply to me? 19.Is there a seasonal variation in the trading and stock requirements? 20.Is there a single customer who accounts for a significant portion of the sales volume? If this is the case, will the company be able to survive without this customer?

NEXT STEPS Consider whether you have the time to prepare your deal and how much your time is worth in comparison to the amount of work involved aside from marketing. 01 02 03 Preparation Marketing Support & Tools Gathering and preparing Using a confidential digital Dozens of business documents, the details in order to platform, pitch your deal to templates and tools plus make a compelling offer an established database of support until your deal closes. to a buyer or investor. buyers and investors. No limitations, 7 days a week OUR LISTING PLATFORMS