MYOB Finance Australia Limited

Transcription

1 MYOB Finance Australia Limited Pre quotation disclosure The following information is required to be provided to ASX Limited ("ASX") for release to the market in connection with: the initial public offering of subordinated notes ("Notes") by MYOB Finance Australia Limited ("Company") pursuant to a replacement prospectus ("Prospectus") lodged with the Australian Securities & Investments Commission on 4 December 2012 ("Offer"); and the admission of the Company to the official list of ASX, official quotation of Notes and deferred settlement trading of Notes on ASX. Capitalised terms not defined in this document have the meaning given to them in the Prospectus. 1. Conditions precedent to admission to the official list 1.1 The Company confirms that the Offer has closed and the allotment and issue of 1,550,000 Notes at an issue price of $ under the Prospectus has been completed. 1.2 The Company confirms that it has received cleared funds for the complete amount of the issue price of every Note issued and allotted to every successful applicant for Notes under the Prospectus. 1.3 The Company confirms that it has met the spread requirements as set out in Condition 7 of Listing Rule 1.1. Please also refer to Attachment 6 for a schedule of distribution of Noteholders. 1.4 A copy of the Company's corporate governance statement in set out in Attachment A copy of the Company's securities trading policy is set out in Attachment Conditions precedent to official quotation of Notes 2.1 The Company provides the following information for release to the market: The basis of allocation of Notes and the procedures by which applicants can determine their allocation of Notes are described in the notice set out in Attachment 3, which was published in this morning's edition of The Sydney Morning Herald, The Melbourne Age, The Australian and The Australian Financial Review The Company confirms the following number of Notes have been allotted under each of the following components of the Offer The Institutional Offer 50, The Broker Firm Offer 1,489, The General Offer 10,035. Legal\

2 2.1.3 The intended date for the despatch of CHESS allotment notices, issuer sponsored holding statements and any refund money is 24 December The Company confirms that the first interest rate payable on the Notes will be 10.00% p.a., which has been determined for the first interest payment in accordance with the Notes Terms of Issue as the higher of 10.00% p.a. and the 90 day BBSW on 20 December 2012 plus the Margin of 6.70% p.a. The Company confirms that the first interest payment date will be 20 March A copy of the Trust Deed (as referred to in section 9.3 of the Prospectus) is set out in Attachment A copy of the Company s constitution is set out in Attachment A distribution schedule of the numbers of Noteholders in the form contained in paragraph 48 of the Appendix 1A is set out in Attachment A statement setting out the names of the 20 largest Noteholders and the percentage of Notes held by those holders is set out in Attachment A copy of the Company s securities trading policy is set out in Attachment A copy of the Company s corporate governance statement is set out in Attachment 1. Legal\

3 Attachment 1 - Corporate Governance Statement Legal\

4 MYOB FINANCE AUSTRALIA LIMITED Statement of compliance with ASX Corporate Governance Principles (2010 amendments) 1. This Statement describes MYOB Finance Australia Limited's (Company) corporate governance practices as at the date of admission. 2. As a company with listed securities on the Australian Securities Exchange (ASX), the Company is required under ASX Listing Rules to provide a statement disclosing the extent to which it will follow, as at the date of its admission to the official list, the recommendations set out in the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (with 2010 Amendments) (Recommendations) and must identify the Recommendations that will not be followed (if any) and reasons for not following them. 3. As set out in section 8.3 of the Company's prospectus for the offer of MYOB Subordinated Notes (Prospectus), the Board recognises that to fulfill its responsibilities, sound and effective corporate governance is crucial. The Board has had regard to the Company being a special purpose funding vehicle rather than the main operating vehicle of the MYOB Group (being, MYOB Holdings Pty Limited and its subsidiaries) and the size of the Board in determining how the Company will be managed. 4. The Company's position in relation to each of the Recommendations is as follows: No Principle Compliance 1. Lay solid foundations for management and oversight Board functions (Recommendation 1.1) The roles and responsibilities of the Board are set out in the Board Charter. Senior executive performance evaluation (Recommendation 1.2) The Company does not have any executive management. The Company complies with Recommendation 1.1 and will comply with Recommendation 1.3. The Company does not comply with Recommendation 1.2 as it has no executive management to evaluate. 2. Structure the board to add value Details of Directors (Recommendations 2.1, 2.2 and 2.3) The Directors bring wide and varied operational and financial experience to the Board. Details of the Director's skills and experience are disclosed in section 8.1 of the Prospectus. The Directors are not independent for the purposes of the Recommendations, but as a sub-set of the directors of the MYOB Group, the Board considers that it is well placed to fulfil its responsibilities. Only Tim Reed and Richard Moore are executives of the MYOB Group. A process is in place which allows the Directors to obtain independent professional advice (when appropriate) at the Company's cost. Independent professional advice can be obtained Legal\

5 without the involvement of management of the Company where the Board or Chairman considers it appropriate to do so. Nomination committee (Recommendation 2.4) The Company does not have a nomination committee as the Directors are not remunerated by the Company. Funds advised by Bain Capital Partners, LLC, through their indirect controlling interest in the MYOB Group have the ability to appoint Directors and therefore senior management of the MYOB Group. Board performance evaluation (Recommendation 2.5) The Board will annually review its performance, comparing its performance with the requirements of the Board Charter and setting forth goals and objectives of the Board for the upcoming year. Whilst the Company does not comply with Recommendations 2.1 to 2.4, the Board considers that having regard to the Company as being a special purpose funding vehicle, the composition of the Board and its processes are appropriate. The Company complies with Recommendation 2.5 and will comply with Recommendation Promote ethical and responsible decisionmaking Code of conduct (Recommendation 3.1) The Company will comply with the MYOB Group Code of Conduct which sets out the responsibility, legal obligations and ethical conduct expected of the employees and directors of the MYOB Group (including the Company). Diversity policy (Recommendations 3.2, 3.3 and 3.4) The Company will comply with the MYOB Group Diversity Policy. Measureable objectives for achieving gender diversity will be developed by the MYOB Group. Whilst the Company itself does not comply with Recommendations 3.1 to 3.5, the Board considers that having regard to the Company as being a special purpose funding vehicle, compliance with the MYOB Group's Code of Conduct and Diversity Policy (rather than establishing its own policies) is appropriate in the circumstances. 4. Safeguard integrity in financial reporting Audit committee (Recommendations 4.1, 4.2 and 4.3) The Board as a whole will be responsible for the financial reporting of the Company, and approving and monitoring internal and external financial reporting of the Company. As set out in section 8.3 of the Prospectus, the Company will not have an audit committee. The Company has adopted an external auditor policy regarding the services that the Company may obtain from its external auditor. Whilst the Company does not comply with Recommendations 4.1 to 4.4, the Board considers that having regard to the Company as being a special purpose funding vehicle and the composition of the Board, the Company has in place appropriate processes for financial Legal\

6 reporting. 5. Make timely and balanced disclosure Continuous disclosure policy (Recommendation 5.1) The Company has adopted a Continuous Disclosure Policy to take effect from listing which establishes procedures and best practice guidelines to ensure that the Company complies with the ASX Listing Rule disclosure requirements, and that directors and employees of the MYOB Group are aware of, and fulfil their obligations in relation to the Company's disclosure requirements. The Company complies with Recommendation 5.1 and will comply with Recommendation Respect the rights of shareholders Communications policy (Recommendation 6.1) The Company has adopted a Communications Policy to promote effective, timely and accurate communication with its holders of listed securities, market participants and other stakeholders. The MYOB Group website will be the primary means to provide information to all stakeholders, in addition to the lodgement of all required financial and other information of the Company with ASX (which will also be posted on its website). The Company complies with Recommendation 6.1 and will comply with Recommendation Recognise and manage risk Risk management (Recommendation 7.1) The Company does not have a separate risk management policy and will not have a separate risk committee. The Board is responsible for risk oversight and the management and internal control of the processes by which risk is considered for both ongoing and prospective actions. The identification and management of principal risk of the Company is an important priority of the Board and is a responsibility of the Board as set out in the Board Charter. Risk management and internal control systems (Recommendation 7.2) The Company does not have any executive management. Assurance under section 295A of the Corporations Act (Recommendation 7.3) The Company will comply with its obligations and obtain the necessary assurances required under section 295A of the Corporations Act. The Company complies with Recommendation 7.1 and will comply with Recommendations 7.3 and 7.4. The Company does not comply with Recommendation 7.2 as it has no executive management, but the Legal\

7 Board retains responsibility for risk management. 8. Remunerate fairly and responsibly Remuneration (Recommendations 8.1, 8.2 and 8.3) The Directors do not receive remuneration from the Company for their services as directors of the Company. Nor does the Company remunerate any employees. The MYOB Group is responsible for the remuneration of management and employees of the MYOB Group. As such, the Company does not have a remuneration committee. The Company will comply with its remuneration reporting obligations under the Corporations Act. The Company does not comply with Recommendations 8.1 to 8.4, having regard to the Company as being a special purpose funding vehicle and as the Directors are not remunerated by the Company. Legal\

8 Attachment 2 - Securities Trading Policy Legal\

9 SECURITIES TRADING POLICY 1. Introduction and Purpose This Securities Trading Policy (Policy) regulates Trading by Directors and employees of MYOB Finance Australia Limited (the Company) and the Group in Company Securities or Securities of other companies. Capitalised terms used in this Policy are defined in the Schedule. Directors and all employees must comply with the insider trading prohibitions of the Corporations Act. Any person who possesses inside information in relation to a company must not Trade in Securities of that company, regardless of the terms of this Policy or any written clearance given under this Policy in respect of Company Securities. In addition to setting out general principles in relation to Trading in Securities applicable to all Directors and employees of the Company and the Group, this Policy recognises that there are specific periods when Directors and Restricted Employees should not Trade in Company Securities. This Policy also sets out procedures which apply to Trading in Company Securities by Directors and Restricted Employees. The purpose of this Policy is to assist Directors and Restricted Employees to comply with their obligations under the insider trading prohibitions of the Corporations Act and to protect the reputation of the Company, its Directors and employees. This Policy was adopted by the Board on 23 November 2012, takes effect from that date and replaces any previous policy in this regard. All Directors and employees, particularly Restricted Employees, should read this Policy carefully and familiarise themselves with the requirements and procedures detailed in it. If you have any questions about this Policy, please contact the Company Secretary. 2. Outline of the insider trading prohibition 2.1 Conduct prohibited by law Under the Corporations Act, if a person possesses "inside information" in relation to Securities of the Company or any other company, the person must not: Deal in those Securities; or Procure another person to Deal in those Securities; or directly or indirectly communicate the information, or cause the information to be communicated, to another person if the person knows, or ought reasonably to know, that the other person would, or would be likely to, Deal in those Securities in any way or Procure a third person to Deal in those Securities. Legal\ Importantly, given the broad definition of "Procure", a person who Deals in Securities through a trust or company while in possession of inside information may contravene the insider trading prohibitions and this Policy. 2.2 When a person possesses inside information A person possesses inside information in relation to Securities of the Company or another

10 company where: the person possesses information that is not generally available and, if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of the Securities; and the person knows, or ought reasonably to know, that the information is not generally available and, if it were generally available, a reasonable person would expect it to have a material effect on the price or value of the Securities. Directors and employees must assume that information is generally available only if it has been announced to ASX. A reasonable person would be taken to expect information to have a material effect on the price or value of Securities if the information would, or would be likely to, influence persons who commonly acquire Securities in deciding whether or not to acquire or dispose of the Securities. 2.3 A person does not need to be an "insider" 2.4 Penalties A person can possess inside information in respect of a company, even if they are not associated in any way with that company. It is irrelevant how the inside information was obtained. A person who Trades in Securities while they possess inside information or communicates that information in the circumstances described in paragraph 2.1 above may be liable for both significant civil and criminal penalties. In addition, a breach of this Policy may lead to disciplinary action by the Company or Group, including termination of employment with the Group. 3. Examples of inside information The following items are examples of information which may be inside information in relation to the Company: (d) (e) (f) (g) (h) a change in financial forecasts or expectations; a proposed dividend; changes in the Board of Directors or senior executives; pending ASX announcements; proposed changes in capital structure, including issues of securities, rights issues, the redemption of securities and capital reconstructions; giving or receiving a notice of intention to make a takeover offer; debt facilities and borrowings; mergers, demergers, acquisitions and divestments; significant changes in operations, strategy or proposed changes in the general character or nature of the business of the Company or its subsidiaries; Legal\

11 (j) (k) (l) (m) (n) (o) (p) (q) (r) liquidity and cash flow information; sales figures; major or material purchases or sales of assets; significant new contracts or customers; an entity proposing to buy, or a securityholder proposing to sell, a substantial number of Company Securities; industry issues that may have a material impact on the Company; significant litigation involving the Company; allegations of any breach of the law or other regulatory requirements by the Company; and decisions on significant issues affecting the Company by regulatory bodies in Australia or other relevant jurisdictions (such as the Australian Securities and Investments Commission or the Australian Competition and Consumer Commission). This is not an exhaustive list. 4. Restrictions on Trading - All Directors and all employees 4.1 General principles Directors and employees must comply with the following general principles in relation to Trading in Securities: Directors and employees must comply with the insider trading provisions of the Corporations Act at all times and must not Trade in Securities whilst in possession of inside information in respect of those Securities. Directors and employees must not derive personal advantage from information which is not generally available and which has been obtained by reason of their connection with the Group. 4.2 Short term Trading - All Directors and employees Directors and employees must not engage in short term Trading of Company Securities. In general, the acquisition of Securities with a view to resale within a 12 month period and the sale of Securities with a view to repurchase within a 12 month period would be considered to be transactions of a short term nature. 4.3 Securities of other companies Directors and employees must not Trade in Securities of another company whilst in possession of inside information in respect of that company. 5. Restrictions on Trading - Directors and Restricted Employees 5.1 No Trading in Company Securities during Prohibited Periods Directors and Restricted Employees must not Trade in Company Securities during the Legal\

12 following Prohibited Periods: the Company's year end until the business day after the release of the full year results; the Company's half year end until the business day after the release of the half yearly results; and any additional periods imposed by the Board from time to time. However, even if a Prohibited Period is not operating, Directors and Restricted Employees must not Trade in Company Securities at that time if they are in possession of inside information. 5.2 Prior written clearance for Trading Directors and Restricted Employees must seek prior written clearance before undertaking any Trading in Company Securities. This requirement applies to all Trading outside of a Prohibited Period and any Trading during a Prohibited Period which is subject to an exception in section 7 of this Policy. (The procedures for seeking prior written clearance to Trade during a Prohibited Period as a consequence of Exceptional Circumstances are set out in section 6.2.) In order to seek clearance to Trade, Directors and Restricted Employees must submit a written request to the Designated Officer. The Designated Officer may request such information as considered appropriate in the circumstances. Directors and Restricted Employees should be aware that the Designated Officer may not provide the clearance to Trade. Directors and Restricted Employees may only engage in the proposed Trading if prior written clearance is given by the Designated Officer. Any clearance for the Trading will be valid for 7 days from the date it is given. 5.3 Subsequent notification of all Trading Directors and Restricted Employees must provide the Company Secretary with subsequent written notification of all Trading in Company Securities within two business days, regardless of whether prior written clearance has been given for that Trading. Directors must provide sufficient details of all Trading to enable the Company to file a notice in accordance with the ASX Listing Rules within 5 business days of the Trade. The Company will also be obliged to notify ASX whether the Trading by a Director occurred during a Closed Period where prior written clearance was required and, if so, whether prior written clearance was provided. 5.4 Margin loans and other security interests No Director or Restricted Employee may enter into a margin loan or similar funding arrangement to acquire any Company Securities, or grant lenders any rights over their Company Securities. 5.5 Hedging and Derivatives Directors and Restricted Employees must not use, or allow to be used, any Derivatives or other products which operate to limit the economic risk of unvested Company Securities. 6. Exceptional Circumstances Legal\

13 6.1 Trading may be permitted in Exceptional Circumstances A Director or Restricted Employee who is not in possession of inside information in relation to the Company may Trade in Company Securities during a Prohibited Period if: the Designated Officer determines that an Exceptional Circumstance applies to the Director or Restricted Employee; and prior written clearance is granted by the Designated Officer in accordance with this Policy to permit the Director or Restricted Employee to Trade in Company Securities during the Prohibited Period. A Director or Restricted Employee seeking clearance to Trade during a Prohibited Period must satisfy the Designated Officer that Exceptional Circumstances exist and that the proposal to Trade in Company Securities during a Prohibited Period is the only reasonable course of action available. Directors and Restricted Employees must apply for clearance in accordance with paragraph 6.2 below. However, even if prior written clearance is given, Directors and Restricted Employees must not Trade in Company Securities if the person is in possession of any inside information. 6.2 Prior written clearance In order to seek prior written clearance to Trade during a Prohibited Period due to Exceptional Circumstances, Directors and Restricted Employees must submit a written request to the Designated Officer. The Designated Officer may request such information as considered appropriate in the circumstances. The Designated Officer's discretion will be exercised with caution. Directors and Restricted Employees should be aware that the Designated Officer may not provide the clearance to Trade, even if Exceptional Circumstances exist. Directors and Restricted Employees may only engage in the proposed Trading if written clearance is given. Any prior written clearance given for Exceptional Circumstances trading will be valid for 7 days from the date it is given. 7. Dealing which may occur during a Prohibited Period During a Prohibited Period, Directors and Restricted Employees may Trade in Company Securities in the circumstances described below, provided that the Director or Restricted Employee is not in possession of any inside information. Please note that the Policy requirements with respect to prior written clearance and subsequent notification continue to apply to Trading under one of these exceptions. See paragraphs 5.2 and 5.3. (Transfers into a superannuation fund) Transfers of Company Securities already held into a superannuation fund or other saving scheme in which the Director or Restricted Employee is a beneficiary. (Investment in fund etc) An investment in, or Trading in units of, a fund or other scheme (other than a scheme only investing in Company Securities) where the assets of the fund or other scheme are invested at the discretion of a third party. (Director or Restricted Employee acting as trustee) Where the Director or Restricted Employee is a trustee or a director of a corporate trustee, Trading in Legal\

14 Company Securities by that trust provided the Director or Restricted Employee is not a beneficiary of the trust and any decision to Trade during a Prohibited Period is taken by the other trustees or directors or by the investment managers independently of the Director or Restricted Employee. (Accepting a takeover offer) Undertakings to accept, or the acceptance of, a takeover offer, or participation in a scheme of arrangement. (Rights issue, security purchase plan, distribution reinvestment plan etc) Trading under an offer or invitation made to all or most of the Company's security holders, such as a rights issue, a security purchase plan, a dividend or distribution reinvestment plan and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the Board, (This extends to decisions relating to whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue). (Exercise of options or rights) The exercise (but not the sale of Securities following exercise) of an option or a right under an employee incentive scheme. This exception applies to options and rights granted under an employee incentive scheme before this Policy takes effect. (Exercise of options or rights, or conversion of convertible security) The exercise (but not the sale of Securities following exercise) of an option or a right under an employee incentive scheme, or the conversion of a convertible security, where the final date for the exercise of the option or right, or the conversion of the security, falls during a Prohibited Period and the Company has been in an exceptionally long Prohibited Period or the entity has had a number of consecutive Prohibited Periods and the Director or Restricted Employee could not reasonably have been expected to exercise it at a time when free to do so. This exception applies to options and rights granted under an employee incentive scheme after this Policy takes effect. 8. Changes to Policy If any material changes are made to this Policy, the Company will give the amended Policy to ASX for release to the market within 5 business days of the material change taking effect. Amendments to the Policy which are likely to constitute a material change include: changes to the Closed Periods; changes with respect to Trading in Company Securities which is not subject to a Prohibited Period (as set out in paragraph 7 of this Policy); and changes with respect to the Exceptional Circumstances in which Directors and Restricted Employees may be permitted to Trade during a Prohibited Period (as set out in paragraph 6 of this Policy). 9. Annual Board review The Board will review this Policy annually. The Company Secretary will communicate any amendments to employees as appropriate. Legal\

15 Schedule - Definitions For the purposes of this Policy: (d) (e) (f) (g) (h) "Board" means the board of directors of the Company; "Chairman" means the chairman of the Board from time to time; "Closed Period" means the periods set out in paragraphs 5.1 and 5.1; "Company Securities" means listed Securities issued by the Company; "Corporations Act" means the Corporations Act 2001 (Cth); to "Deal" in Securities means to apply for, acquire or dispose of Securities, or enter into an agreement to do any of those things, and "Dealing" has a corresponding meaning; "Derivative" has the meaning in section 761D of the Corporations Act and includes options, forward contracts, futures, warrants, swaps, caps and collars; "Designated Officer" means: (ii) (iii) (iv) in respect of a Director, the Chairman; in respect of the Chairman, the CEO; in respect of a Restricted Employee, the Company Secretary; and in respect of the Company Secretary, the CEO, or such other person appointed by the Board as a Designated Officer for the purposes of this Policy; (j) "Directors" means directors of any company in the Group; "Exceptional Circumstances" means, in relation to a Director or Restricted Employee: (Severe financial hardship): a pressing financial commitment that can only be satisfied by selling the relevant Company Securities; A. a tax liability of such a person would not normally constitute severe financial hardship unless the person has no other means of satisfying the liability. A tax liability relating to Securities received under an employee incentive scheme would also not normally constitute severe financial hardship or otherwise be considered an exceptional circumstance for the purpose of obtaining proper written clearance to sell or otherwise dispose of Securities during a Prohibited Period; (ii) (Court order): a requirement to Trade in Company Securities as a result of: A. a court order; B. court enforceable undertakings (e.g. as part of a bona fide family settlement); or Legal\

16 C. some other overriding legal or regulatory requirement; or (iii) (Other circumstances): any other circumstances considered exceptional by the Designated Officer; (k) (l) (m) (n) "Group" means MYOB Holdings Pty Limited ACN and each of its subsidiaries. to "Procure" another person to Deal in Securities includes inciting, inducing or encouraging a person to Deal or not Deal in Securities; "Prohibited Period" means the periods set out in paragraphs 5.1, 5.1 and 5.1; "Restricted Employees" means: (ii) (iii) (iv) (v) (vi) the Chief Financial Officer; the Company Secretary; the General Counsel; direct reports to the above positions; employees involved with the Group's consolidated monthly financial reports; and employees nominated by the Board as Restricted Employees (and who are notified accordingly), whether employed by the Company or another member of the Group; (o) (p) "Securities" includes shares, options, rights, debentures (including convertible notes), interests in a managed investment scheme, Derivatives and other financial products covered by s1042a of the Corporations Act; and "Trade" means to Deal in Securities or Procure another person to Deal in Securities, and "Trading" has a corresponding meaning. Legal\

17 Attachment 3 - Basis of allocation and procedures to determine allocations Legal\

18

19 Attachment 4 - Trust Deed Legal\

20 CONFORMED COPY AS AT 4 DECEMBER 2012 Retail Subordinated Notes Trust Deed MYOB Finance Australia Limited The Trust Company (Australia) Limited

21 TABLE OF CONTENTS Page 1. Defined terms and interpretation Definition Interpretation Business Day General compliance provision Inconsistency with the ASX Listing Rules Inconsistency with Terms of Issue Inconsistency with Security Trust Deed and the Intercreditor Deed No winding up Holders bound Binding nature of relationship Deed operates as a deed poll Individual responsibility of Holders Knowledge of the Trustee Appointment of Trustee and declaration of trust Appointment Declaration of trust Receipt of moneys Issue of Notes General Borrowing limitations Security and subordination Terms of security and subordination Certificate Trustee's costs, etc Covenants Covenants Directors certificate Direction to pay Retained payments Notification i

22 6. Trustee s powers, duties and discretions Powers generally Power to enter into the Security Trust Deed and the Intercreditor Deed Trustee's power to invest Duties Change in law Discretions Holders bound Limit on disclosure obligations Trustee in capacity as Holder Trustee not responsible for monitoring Excluded roles and duties Representations and Warranties Trustee's representations and warranties The Company' representations and warranties Trustee's undertakings Reliance Survival of representations and warranties Enforcement of this deed Enforcement by Trustee Enforcement on direction by Holder Unsuccessful attempts to pay Indemnity and limitation on liability for Trustee Indemnity for Trustee Continuing indemnity Limitation of liability Limitations Trustee capacity Notice of this deed Trustee s remuneration and expenses Remuneration Remuneration for registry services Priority and survival GST ii

23 11. Retirement and removal of Trustee Retirement Removal Appointment of new Trustee Release Meetings of Holders Meetings of Holders Passing of resolution Notes Register Maintenance of the Notes Register Joint Holders Holding statements Transfers Transfer Transaction advice after transfer No general restriction on transfer Restricted securities Death, legal disability Recognition of Holder Participation in transfer systems Amendments to deed Alteration without consent Alteration by Special Resolution Alteration Termination and release Termination of trust Disposal of assets Confirmation of release Determination of matters of doubt Confidentiality Confidential information Permitted disclosure Disclosure to third parties General iii

24 19.1. Notices Prohibition and enforceability Governing law and submission to jurisdiction Waivers Cumulative rights Further assurances To the extent not excluded by law Discretion in exercising rights Conflict of interest Counterparts Terms of Notes...45 Meetings of Holders...85 Signing page...93 iv

25 Retail Subordinated Notes Trust Deed dated 23 November 2012 Between the parties MYOB Finance Australia Limited ACN of 12 Wesley Court, Burwood East, Victoria, Australia (Company) The Trust Company (Australia) Limited ACN of Level 15, 20 Bond Street, Sydney NSW 2000 (Trustee) Recitals 1. The Company wishes to offer $125,000,000 subordinated notes under this deed with the ability to raise more or less, as contemplated by the Prospectus. 2. The Trustee has agreed to act as trustee on behalf of the holders of Notes on the terms and conditions contained in this deed. This deed witnesses as follows: 1

26 1. Defined terms and interpretation 1.1. Definition Term ASIC ASX Meaning the Australian Securities and Investments Commission. ASX Limited or such other body corporate that is declared by the directors to be the Company s primary stock exchange for the purposes of this definition. ASX Settlement ASX Settlement Pty Limited (ABN ). ASX Settlement Operating Rules Authorisation the operating rules of ASX Settlement Pty Limited and, to the extent that they are applicable, the operating rules of the ASX and the operating rules of ASX Clear Pty Limited. includes: 1. any consent, authorisation, registration, filing, lodgement, agreement, notarisation, certificate, permission, licence, approval (including any planning approval), authority or exemption from, by or with a Government Agency (including, without limitation, the Foreign Investment Review Board of Australia); or 2. in relation to anything which could be fully or partly prohibited or restricted by law if a Government Agency intervenes or acts in any way within a specified period the expiry of that period without intervention or action. Borrower MYOB Acquisition Pty Limited ACN Change in law CHESS Approved Any change in law, practice, regulation, ruling, confirmation, advice or action that represents the official requirements of any Government Agency, ASIC, ASX or the law in force in New South Wales, Australia. securities in respect of which approval has been given by ASX Settlement in accordance with ASX Settlement Operating Rules. Company MYOB Finance Australia Limited ACN Confidential all information and other material (other than information or 2

27 Term Information Costs Encumbrance Financial Statements Meaning material in the public domain) provided to or obtained by the Trustee, or any officer, employee, delegate, adviser or other consultant of the Trustee under, in connection with or related to this deed or any obligation, duty or power of the Trustee under this deed. includes costs, charges, fees, expenses reasonably incurred (including reasonable expenses of advisors), commissions, liabilities, losses, damages and Taxes and all amounts payable in respect of any of them or like payments. a charge, mortgage, pledge, bill of sale, hypothecation, lien, arrangement concerning the deposit of documents evidencing title, trust, power, title retention arrangement or any other covenant or arrangement of any nature made to secure the payment of money or the observance of an obligation or under which a creditor is entitled to claim that it has a right to receive payment, or to have an obligation owed to it satisfied, in priority to another creditor. includes: 1. a cashflow statement, profit and loss statement and balance sheet; and 2. statements, reports and notes attached to, or intended to be read with any documents referred to in paragraph (1), including auditors reports and directors reports. Government Agency GST Intercreditor Deed Law Firm Listing Rules has the meaning given in the Terms of Issue. any goods and services tax, consumption tax, value added tax or any similar tax, impost or duty. has the meaning given in the Terms of Issue. a law firm with at least 25 partners and with offices in at least two Australian capital cities. the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the Official List of ASX, each as amended or replaced from time to time, except to the extent of any express waiver by ASX. 3

28 Term Meeting Notes Register Official List Prospectus Quarter Related Body Corporate Retained Amount Security Provider Security Trust Deed Senior Agent Senior Creditor Senior Facilities Special Resolution Statutory Obligation Subsidiary Meaning a meeting of Holders convened in accordance with this deed. the register of Notes maintained by the Company and includes any sub-register established and maintained under the Clearing House Electronic Sub-Register System operated by ASX Settlement. the Official List of the ASX. the prospectus issued by the Company pursuant to which offers are made for persons to subscribe for Notes. has the meaning given in section 283BF of the Corporations Act. has the meaning given to that term in the Corporations Act. has the meaning given to that term in clause 5.4. has the meaning in the Security Trust Deed. has the meaning given in the Terms of Issue. has the meaning given to that term in the Terms of Issue. has the meaning given to that term in the Terms of Issue. has the meaning given to that term in the Terms of Issue. a resolution that is passed at a Meeting of Holders by at least 75% of the votes validly cast by Holders in person or by proxy and entitled to vote on the resolution. any obligation of any kind imposed on the Trustee under applicable law, practice, regulation, ruling, confirmation, advice or action that represent the official requirements of any Government Agency, ASIC, ASX or the law in force in New South Wales, Australia in relation to the Trustee s role under this deed, the Notes, the Security Trust Deed, the Intercreditor Deed, or any documents contemplated by or related to any of them. a subsidiary of an entity as defined in section 46 of the Corporations Act. 4

29 Term Meaning Terms of Issue the terms of issue of Notes set out in schedule 1. Trust the trust established by this deed. Trustee The Trust Company (Australia) Limited (ACN ) or any other trustee for the time being of the Trust in its capacity as such trustee. Trustee Company Trustee Power Winding Up a body corporate eligible under section 283AC of the Corporations Act to act as a trustee for the holders of unsecured notes offered to the public. a right, power, authority, discretion or remedy conferred on the Trustee by this deed or by law. the appointment of a liquidator or provisional liquidator of the Company (and where the appointment is made by a court, by a court of competent jurisdiction in Australia), and Wind Up has a corresponding meaning Interpretation In this deed, headings and boldings are for convenience only and do not affect the interpretation of this deed and, unless the context otherwise requires: (d) (e) (f) (g) (h) the singular includes the plural and vice versa; words importing a gender include any gender; other parts of speech and grammatical forms of a word or phrase defined in this deed have a corresponding meaning; an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any Government Agency; terms defined in the Corporations Act have the same meaning in this deed; a reference to any thing (including, but not limited to, any right) includes a part of that thing; an annexure, exhibit or schedule to this deed forms part of this deed; a reference to a part, clause, party, annexure, exhibit or schedule is a reference to a part and clause of, and a party, annexure, exhibit and schedule to, this deed, a reference to this deed includes any schedule, annexure or exhibit; 5

30 (j) (k) (l) (m) (n) (o) (p) reference to a statute, regulation, proclamation, ordinance or by law includes all statutes, regulations, proclamations, ordinances or by laws amending, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by laws issued under that statute; a reference to a document includes all amendments or supplements to, or replacements or novations of, that document; a reference to a party to a document includes that party s successors and permitted assigns; no provision of this deed will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this deed or that provision; a reference to an agreement other than this deed includes an undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing; a reference to an asset includes all property of any nature, including, but not limited to, a business, and all rights, revenues and benefits; a reference to a document includes any agreement in writing, or any certificate, notice, instrument or other document of any kind; a reference to a body, other than a party to this deed (including, without limitation, an institute, association or authority), whether statutory or not: (1) which ceases to exist; or (2) whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions; (q) (r) a reference to liquidation includes official management, appointment of an administrator, compromise, arrangement, merger, amalgamation, reconstruction, winding up, dissolution, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy, or any similar procedure or, where applicable, changes in the constitution of any partnership or person, or death; and a reference to wilful default in relation to the Trustee means any wilful failure to comply with, or wilful breach by, the Trustee of any of its obligations under this deed or at law other than a failure or breach which: 6

31 1.3. Business Day (1) is in accordance with a lawful court order or direction or required by law; or (2) is in accordance with any proper instruction or direction of the Holders given at a Meeting of Holders convened pursuant to clause 12 of this deed. Where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the succeeding Business Day General compliance provision A provision of this deed which is inconsistent with a Statutory Obligation (including a provision of the Corporations Act) does not operate to the extent of the inconsistency. Clause 1.4 is subject to any declarations made by or exemptions granted by ASIC which are current in respect of or applicable to this deed. Without limiting the generality of clause 1.4 or clause 6, to the extent a provision of this deed breaches or contravenes, or if complied with would result in a breach or contravention of: (1) a Statutory Obligation by the Trustee or any other party; or (2) a right, power, authority, discretion or remedy conferred on the Trustee by law, this deed is taken not to contain that provision. (d) This clause 1.4 prevails over all other provisions of this deed including any that are expressed to prevail over it Inconsistency with the ASX Listing Rules Despite anything to the contrary in this clause 1.5, this clause 1.5 has effect subject to clause 1.4. This deed is to be interpreted subject to the Listing Rules and the ASX Settlement Operating Rules and accordingly, if Notes are quoted on ASX, the following clauses apply: (1) despite anything in this deed, if the Listing Rules prohibit an act being done, the act must not be done; (2) nothing in this deed prevents an act being done that the Listing Rules require to be done; 7

32 (3) if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be); (4) if the Listing Rules require this deed to contain a provision and it does not contain such a provision, this deed is taken to contain that provision; (5) if the Listing Rules require this deed not to contain a provision and it contains such a provision, this deed is taken not to contain that provision; and (6) if any provision of this deed is or becomes inconsistent with the Listing Rules, this deed is taken not to contain that provision to the extent of the inconsistency Inconsistency with Terms of Issue A provision of any part of this deed other than the Terms of Issue which is inconsistent with a provision of the Terms of Issue does not operate to the extent of the inconsistency Inconsistency with Security Trust Deed and the Intercreditor Deed A provision of any part of this deed which is inconsistent with a provision of the Security Trust Deed or the Intercreditor Deed does not operate to the extent of the inconsistency No winding up Except as provided in this deed or the Terms of Issue and subject to the Security Trust Deed and the Intercreditor Deed, the Trustee and Holders must not: (d) (e) issue any demand under section 459E(1) of the Corporations Act (or any analogous provision under any other law) against the Company; apply for the winding up or dissolution of the Company; levy or enforce any distress or other execution to, on, or against any assets of the Company; apply for the appointment by a court of a receiver to any of the assets of the Company; unless specifically permitted under this deed, exercise, any set off or counter-claim against the Company; 8

33 (f) (g) appoint, or agree to the appointment of, any administrator to the Company; or take proceedings for any of the above Holders bound Each Holder (and any person claiming through or under a Holder) is bound by and Notes are issued on the condition that each Holder (and any person claiming through or under a Holder) is taken to have notice of and is bound by this deed, the Terms of Issue, the Security Trust Deed and the Intercreditor Deed. It is a condition of a Holder receiving any of the rights or benefits in connection with this deed or Notes that the Holder performs all of the obligations and complies with all restrictions and limitations applicable to it under this deed, the Terms of Issue, the Security Trust Deed and the Intercreditor Deed Binding nature of relationship Each Holder is taken to have agreed: to be bound by anything properly done or properly not done by the Trustee in accordance with this deed, whether or not the Trustee is acting on the instructions of the Holders given by a Special Resolution and whether or not the Holders gave an instruction by way of a Special Resolution or approved of the thing done or not done; and at the Trustee s request, to ratify anything properly done or properly not done by the Trustee in accordance with this deed Deed operates as a deed poll This deed is executed as a deed poll. Subject to clauses 1.9 and 8.2, each Holder has the benefit of this deed, and is entitled to enforce this deed against the Company in accordance with its terms even though it is not a party to, or is not in existence at the time of execution and delivery of, this deed. This deed operates as a deed as between the Company and the Trustee Individual responsibility of Holders Each Holder is taken to have acknowledged for the benefit of the Trustee that the Holder has: 9