Independent Assurance Practitioner s Report on the pro forma 25 October 2015 balance sheet to satisfy ASX listing requirements

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1 The Directors Tegel Group Holdings Limited Private Bag Newmarket Auckland March 2016 Dear Directors Independent Assurance Practitioner s Report on the pro forma 25 October 2015 balance sheet to satisfy ASX listing requirements We have completed our assurance engagement to report on the pro forma financial information of Tegel Group Holdings Limited ( the Company ) and its subsidiaries ( the Group ). The pro forma financial information consists of the consolidated pro forma historical balance sheet as at 25 October 2015 prepared by the Company s directors as if the Company s initial public offering of shares ("IPO") and the adjustments referred to below had taken place as at that date ( pro forma balance sheet ). The pro forma financial information has been prepared in accordance with the assumptions and policies defined in the basis of preparation and Notes 1 to 6 in the accompanying pro forma financial statement. The pro forma information includes adjustments for the cash proceeds of the offer (net of transaction costs incurred), repayment of redeemable shares, repayment of debt and associated transaction costs) payment of a management bonus and the impact of tax for these transactions as if those events or transactions had occurred as at the 25 October The pro forma financial statement is presented in an abbreviated form in so far as it does not include all of the presentation and disclosures required by International Financial Reporting Standards issued in New Zealand ( NZIFRS ). Due to its nature the pro forma financial information does not represent the Company s actual or prospective financial position. The pro forma financial information has been prepared for the purposes of listing on the Australian Securities Exchange ("ASX"). PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand T: , F: , pwc.co.nz

2 Tegel Group Holdings Limited 31 March 2016 Directors Responsibility for the Pro Forma Financial Information The Company s directors are responsible for preparing the pro forma financial information on the basis of the accompanying assumptions and related notes. The directors are also responsible for the selection and determination of the pro forma adjustments. This includes responsibility for compliance with applicable laws and regulations and for such internal controls as the directors determine are necessary to enable the preparation of pro forma financial information that is free from material misstatement. The Group s financial position used as the basis for the pro forma financial information has been extracted by the Company s directors from the Group s financial statements for the six month period ended 25 October 2015 on which a review report was issued to the Company's directors on 30 March Assurance Practitioner s Responsibilities Our responsibility is to express a limited assurance conclusion on the pro forma financial information based on the procedures performed and the evidence we obtained. We conducted our engagement in accordance with International Standard on Assurance Engagements (New Zealand) (ISAE (NZ)) 3000, Assurance Engagements Other than Audits or Reviews of Historical Financial Information, issued by the New Zealand Auditing and Assurance Standards Board. This standard requires that the assurance practitioner plan and perform procedures to obtain limited assurance to conclude whether anything has come to our attention, that causes us to believe that the pro forma financial information has not been prepared, in all material respects, in accordance with the assumptions and related notes accompanying the pro forma financial information, the recognition and measurement principles contained in NZIFRS, the Company's adopted accounting policies and the events or transactions to which the pro forma adjustments relate, as described above, as if those transactions had occurred as at 25 October The standard also requires us to comply with the professional and ethical obligations defined in Professional and Ethical Standard 1 and Professional and Ethical Standard 3. Our engagement did not involve updating or reissuing any reports or opinions on any historical financial information used in the preparation of the pro forma financial information. The purpose of the pro forma financial information is solely to illustrate the impact of significant events or transactions on the historical financial information of the Group as if the event had occurred or the transactions had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of an event or transaction will be as presented or over the balances presented. A limited assurance engagement primarily consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. The procedures performed in a limited assurance engagement are substantially less than those performed in an audit conducted in accordance with International Standards on Auditing (New Zealand). Accordingly we do not express an audit opinion on the pro forma financial information. We have no relationship with or interests in the Group, other than in our capacities as auditors and through the provision of other assignments for the Group in the area of tax advisory, tax compliance and other advisory services. These services have not impaired our independence as provider of assurance services to the Group. PwC 2

3 Tegel Group Holdings Limited 31 March 2016 Basis of Conclusion The events or transactions presented in the pro forma financial information have not yet occurred. Our conclusion is based on the procedures performed over the impact on the historical financial position as presented in the unaudited interim financial statements as at 25 October The ASX Listing Rules require a review of the Company's pro forma statement of financial position, which has been prepared to reflect the changes that would have resulted if the events or transactions to which the pro forma adjustments relate (as described above), had occurred as at 25 October The information has been prepared for that purpose and as a result, the financial information may not be suitable for use for another purpose. Conclusion Based on our review, which is not an audit, of the pro forma financial information presented for the Group as at 25 October 2015 as attached, nothing has come to our attention that causes us to believe that the pro forma financial information has not been prepared, in all material respects, in accordance with the stated basis of preparation and assumptions as set out in Notes 1 to 6 of the accompanying pro forma financial statement, including the recognition and measurement principles contained in NZIFRS, the Company's adopted accounting policies and the events or transactions to which the pro forma adjustments relate as described above, as if those events or transactions had occurred as at 25 October Notice to investors outside New Zealand and Australia Under the terms of our engagement this report has been prepared solely to comply with New Zealand Assurance Standards applicable to assurance engagements. This report does not constitute an offer to sell, or a solicitation of an offer to buy, any securities. We are not recommending or making any representation as to suitability of any investment to any person. Restriction on Use This report has been prepared for the directors of the Company, as a body, so that they can satisfy their obligations in relation to the proposed ASX listing. We disclaim any responsibility for reliance on this report or the amounts included in the pro forma financial information attached for any purpose other than that for which they were prepared. Yours faithfully Chartered Accountants Auckland PwC 3

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