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Overview of Services Food & Beverage Industry Grant Thornton Capability.

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1 Overview of Services Food & Beverage Industry Grant Thornton Capability

2 Grant Thornton Australia is a member of Grant Thornton International, one of the largest accounting networks in the world, with a global turnover of over US$3.5 billion and more than 30,000 people. This means access to firms in over 100 countries, giving our clients specialist local knowledge wherever their business takes them. In Australia, Grant Thornton has offices in Adelaide, Brisbane, Melbourne, Perth and Sydney. Grant Thornton has significant experience in the food & beverage sector: over 300 clients assurance, corporate finance, business transformation and tax services provided to wide range of ASX listed and unlisted companies experience across wide range of sectors including grains, market gardening, horticulture, wine and beverage, dairy, beef, lamb and chicken growing and processing, seafood processing, food importing, distribution and retail Introduction © 2010 Grant Thornton All rights reserved 1

3 Food & Beverage At the farm gate access to capital, labour skills, specialised plant and equipment and good growing conditions are critical to the successful operation of Food & Beverage companies. Post farm gate securing sources of supply, changing consumer needs and the dominance of major retailers are critical to the success of manufacturers and wholesalers. External influences Growers are very susceptible to general economic and weather conditions. Seasonal conditions can produce large swings in fortunes. Reduced supply conditions can cause hardship for some farmers whilst farmers with adequate product will enjoy strong prices. As supply is constrained pressure on maintaining margins increases along the supply chain as competition forces retailers to minimise price increases. An increase in supply has the opposite effect. Trends In recent times the growers have been hit with severe drought which has resulted in reduced output at the farm gate. Processors are constantly on the lookout for consumer trends i.e. environmental, organics and health trends. At retail the majors enjoy strong buying power and continue to focus on rationalising suppliers, increasing the availability of house brands and imported products wherever possible. Common issues The reliance on internal and external debt finance means growers commonly face issues such as family ownership and succession, access to working capital and longer term finance and asset values based on long term assets. Post farm gate retailers are rationalising the numbers of suppliers and securing increasing sources of supply e.g. through mergers and acquisition, is critical. Required services often include: Cash flow and forecasting Succession and estate planning Management assessment Mergers and acquisition advice Audit and tax compliance Valuation Specific tax issues are not to be overlooked, such as: Tax planning opportunities R&D concessions Fuel tax rebates GST and CGT Government grant eligibility Ideal group structuring © 2010 Grant Thornton All rights reserved 2

4 Food & Beverage How can Grant Thornton help Grant Thornton has significant experience in the Food & Beverage industry from the farm gate through to processing and retail. We are auditors and tax advisors to many public and privately owned entities. We are also members of the Agribusiness Association as well as sponsors of the Risk Management Award at the NAB Monash University Agribusiness Awards and are a member of the judging panel. Our experience means that we can readily identify the critical issues affecting your business and then quickly provide specific solutions. Industry IssueOur Capability to Match Generation changesSuccession and estate planning Mergers and acquisitionTransaction advisory Access to long term financeEquity and debt market advisory Capital investmentGovernment grant advice Working capital managementBudgeting and forecasting Capital assetsValuation and tax advisory Regulatory and bank requisitionsAudit and tax compliance Ideal structuring and tax planningTax advisory © 2010 Grant Thornton All rights reserved 3

5 About Grant Thornton Grant Thornton International is the one of the world's leading organisations of independently owned and managed accounting and consulting firms. The Grant Thornton International worldwide network has revenues in excess of USD$3.5 billion with representation in over 100 countries across more than 450 locations and employing over 30,000 staff. This makes Grant Thornton International the fastest growing of the six largest global accounting organisations. Through Grant Thornton International we have access to specialists resources in Food, Beverage and Agribusiness in overseas jurisdictions. We share a commitment to providing the same high quality service to our clients wherever they do business. Grant Thornton Australia is a financially integrated business and has offices located in Adelaide, Brisbane, Melbourne, Perth and Sydney. Nationally, Grant Thornton Australia has 100 partners and more than 800 professional staff specialising in the areas of: Specialist Advisory Services Audit and Assurance Tax, and Privately Held Business Grant Thornton Australia's provides Big 4 capabilities but with Partner led services, offering distinct and tailored advice to its clients. Perth 14 Directors 130 Staff Melbourne 28 Directors 285 Staff Sydney 28 Directors 197 Staff Brisbane 17 Directors 133 Staff Adelaide 14 Directors 98 Staff © 2010 Grant Thornton All rights reserved 4

6 Specialist Advisory Services Overview of Grant Thornton Services © YEAR Firm name - Arial 7pt. All rights reserved 5 Division AuditTax Privately Held Business Corporate FinanceOther Advisory Recovery & Reorganisation Services External audit Internal audit Financial report reviews Systems reviews Agreed upon procedure reports Technical accounting advice IFRS training Corporate tax services Corporate tax advisory International tax FBT Indirect tax & GST Employment taxes M&A advisory R&D Structuring & Planning Business planning Business reviews Structuring advice Finance reviews Profit improvement Tax advice Accounting & compliance Remuneration planning Succession planning Wealth investment mgmt Superannuation Estate planning Business owner audits Valuations M&A Due diligence Fundraising Capital markets Transaction support Business transformation services Outsourcing Business/IT Consulting Strategy Restructuring & turnaround Exit strategy Lender Support Insolvency Services Pre-lending reviews Litigation Support Expert reports Market SME, Mid-Market, Corporate, ASX Privately-held / Owner- managed Business, SME, High net worth individuals SME, Mid-Market, Corporate, ASX, Financiers SME, Mid-Market, Corporate, ASX SME, Mid-Market, Corporate, ASX, Financiers Key Industry Specialisations Natural Resources & Energy Health & Aged Care Retail Food & Beverage Automotive & Manufacturing Real Estate & Construction Hospitality Public Sector

7 Corporate Finance Audit & Assurance Our Corporate Finance team offers a broad range of services and has significant expertise across the sectors. Selected Clients Include Ausforest Auto – Bake AWB First Wine Fund Fresh Fields Mushrooms Grain Products Australia Maryborough Sugar Factory Nudie Foods Schweppes Australia Seafood Delicacies At Grant Thornton we pride ourselves on partner-led service for all audit clients. We are responsive and spend the time to understand your business. Clients benefit from our proprietary audit software to deliver a cost-effective, risk-based, paperless audit. We invest heavily in national technical resources and training to ensure our team are up to date with the latest Accounting and Auditing Standard requirements, and agribusiness sector issues. Grant Thorntons world-class global audit methodology, state-of–the-art audit software and technical expertise provides the assurance you, your board, your audit committee and your shareholders require, and the rigour that you expect from a leading accounting firm. Selected Clients Include A&G Lamattina Balfours Bakery Belaroma Coffee Brand New Vintage Bunge Castricum Brothers Champions IGA Clean Seas Tuna Coonawarra Lead AdvisoryValuation Services Equity Capital Markets Transaction Advisory Services Detailed Services Mergers and Acquisitions Private Equity Deals MBIs/MBOs Disposals Debt Refinancing Independent Business and Asset Valuations Independent Expert Report Litigation Support Majority/Minority Interests Options/ Performance Shares ASX Listings AIM Listings Capital Raising Debt / Equity Instruments Corporate Structuring Dual Listings Financial/Vendor Due Diligence Investigating Accountants' Report Forecast Reviews Purchase Price Allocations Management Assessment © 2010 Grant Thornton All rights reserved 6 Assurance Services Statutory audits & financial report reviews Audits of other financial information Internal audits Systems and controls reviews Agreed Upon Procedure Reports Corporate Governance Financial Reporting Advice Dairy Farmers Incitec Pivot La Ionica Chicken Refresh Group San Remo

8 Tax Advisory Business Advisory Services The dedicated tax group at Grant Thornton provide both compliance and advisory services, covering the full range of income tax, tax structuring, indirect tax, employment tax and international tax issues. Our priority is to minimise your business and personal tax exposures through legitimate planning, by being aware of the intricacies of the agribusiness industry and the changing requirements of our tax system. The tax group work in tandem with audit, corporate finance and other Grant Thornton teams to co-ordinate our approach. This ensures we maximise the tax opportunities arising from various transactions and business changes. We regularly conduct tax reviews to identify such opportunities and ensure compliance obligations are met. Grant Thornton's specialised tax expertise includes: Selected Clients Include Agforce Australian Fresh Leaf Herbs Bega Cheese CRF Colac Otway Crust Pizza Fine Wines Australia Taxation Services Tax planning Tax risk management services Joint Venture tax advice Goods & services tax and indirect taxes Fringe benefits tax Employment taxes M&A transactions International tax, including transfer pricing Expatriate taxes Research & development Corporate advisory services Land tax Capital Gains Tax Structuring & restructuring © 2010 Grant Thornton All rights reserved 7 Business Risk Services Privately Held Business (PHB) Wealth Management Recovery & Reorganisation Services Our BRS specialist staff work with organisations to drive positive changes by designing and implementing internal controls to safeguard your assets, your processes and your information technology (IT) systems. Our PHB team deals specifically with the issues and challenges faced by privately held businesses and their owners, throughout every stage of the business lifecycle. This includes: - Strategic planning - Structuring advice - Financial / banking reviews Grant Thornton has an in-house wealth management offering. We offer creative and personalised solutions including: - portfolio creation and management - risk assurance - self managed superannuation - corporate superannuation We would not envisage you requiring the direct services of our Recovery & Reoganisation group but we are able to offer practical solutions and advice in this area should, for example, one of your clients experience financial difficulties. Gloria Jeans Coffee Inter Aust Foods Tasty Chicks The Chia Company Valley Seeds Yarra Valley Dairy

9 Team Profiles Bill Shew Privately Held Business T +61 2 8297 2515 E Clive Bird Tax Services T +61 3 8663 6283 E Andrew Steer Privately Held Business T +61 3 8663 6251 E Andrew has over 20 years professional experience with Grant Thornton and PricewaterhouseCoopers in Australia, the United Kingdom and Papua New Guinea. He provides financial, strategic and taxation advice on a broad range of issues affecting businesses as well as their owners. Specifically, these issues include strategic planning, corporate and private business tax advice, establishment of offshore structures, shareholder agreements, cash flow analysis, budgeting, investment analysis, superannuation, succession planning and estate planning. Andrew has extensive experience in advising clients operating in the Agribusiness sector. Specifically, these clients are engaged in dairy farming, market gardens, food manufacturing, food processing and packaging and retailing. Clive Bird is a specialist Tax Director at Grant Thornton with over 20 years experience in advising private and public companies on the full range of complex tax consulting matters. He specialises in a broad range of tax matters including Tax Structuring, Capital Gains Tax, Corporate Tax, Complex tax planning, International Tax and all areas of income tax. Clive is part of Grant Thorntons specialist advisory team for the Food and Agribusiness Industry. Clive has significant clients in the sector involved in coffee roasting, dairy and food processing. Bill heads the Privately Held Business Services Team in New South Wales and in this capacity sits on a number of National Committees. Bill has 20 years experience in the profession and his focus continues to be helping clients achieve their goals through practical business management, combining in-depth taxation knowledge with a commercial approach to day-to-day issues Bill has experience in the food industry, providing advice to his many clients, over his career, in Agribusiness food, manufacturing and retail. Bill oversees the Rural Team in New South Wales. Tony Pititto Audit & Assurance T + 61 3 8633 6204 E Tony has 25 years experience working with the Big 4 accounting firms before joining Grant Thornton in February 2009. Tony provides specialist skills to mid-cap and mid-market businesses in auditing, accounting, due diligence, management reporting, and business planning. Tony has extensive experience in the Food and Agribusiness industries throughout the supply chain from market gardening, meat processing, food distribution and retailing. Tony is a member of the judging panel of the NAB/Monash University Agribusiness Awards and oversees the Industry team in Australia. © 2010 Grant Thornton All rights reserved 8

10 Team Profiles James Harvey Privately Held Business T +61 8 8372 6666 E James has 5 years full time experience working directly in an Agribusiness operating a mixed enterprise producing beef, sheep meat, wool, vegetables, milk and lucerne seed. Subsequently to this James has more than 25 years experience as an accountant in public practice providing advice to a range of clients involved in Agribusiness, including livestock, cropping, fruit growing and processing, large scale milk production, viticulture, vegetables, olive oil production and a sheep dairy producing sheeps cheese. James maintains a direct interest in a large scale mixed agricultural enterprise producing beef, sheep meat, course grains and olive oil. Andrew Newman Audit & Assurance T + 61 7 3222 0308 E Andrew has over 10 years experience working with Grant Thornton in both Australia and the United States. Andrew has assisted listed and large private companies with their audit, accounting, due diligence, risk management and related needs. Andrew has gained experience in the Food and Agribusiness industries across a range of areas including meat processing, crop processing and food and fibre distribution and export. He is also experienced with commodity derivatives. © 2010 Grant Thornton All rights reserved 9

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