DIRECT CAPITAL PARTNERS III

1. DIRECT CAPITAL PARTNERS III 2005

2. Direct Capital Partners III • Who is Direct Capital – A future partner • Where we can help you – Investment strategy • Why Direct Capital • How we can help you – Past and current partners • Working with advisors • Other Direct Capital Funds

3. Who is Direct Capital? • 1994 – Ross George, Bill Kermode, Mark Hutton • 3 founding directors, 13 investment professionals • 6 funds raised to date ($400m+) – 3 currently active 2002 TMT Ventures NZ$ 103m 2004 DCP III / Pohutukawa Private Equity NZ$ 84m+ 2005 BioPacificVentures NZ$ 100m • 40 investments – 23 private equity, 17 venture capital • DCP III is the third Direct Capital managed private equity fund

4. The Manager The People Ross George, LLB, Direct Capital Founder and Managing Director Involved in the PE industry in Asia, Australia and New Zealand since 1987. Active in all aspects of Direct Capital’s activities. Has played a key role in developing the NZ private equity industry. Mark Hutton, B.Com, Direct Capital Founder Oversees private equity deal execution, portfolio management and financial administration/reporting. Prior to Direct Capital spent 7 years with Gestetner Holdings plc as Group treasury manager. Richard Hughes, M.A, ACA Joined Direct Capital in 2003. Involved in the PE industry for 17 years. Having gained his initial experience in 3i plc has worked in the UK, Africa and Asia most recently as CEO of China Capital Partners, manager of a US$100m fund focused on mainland China. Tony Batterton, B.Com, CA Rejoined Direct Capital in 2004 after 5 years in the UK with HSBC Investment Bank. Prior to moving to London in 1999 spent 3 years with Direct Capital and previously qualified as a CA with Price Waterhouse. Simon Plowman, B.Com Rejoined Direct Capital in 2004 after 2 years in the UK with NTL plc. Prior to moving to the UK spent 3 years in the NZ private equity industry for both Direct Capital and Carter Holt Harvey New Ventures.

5. Direct Capital Portfolio Companies (examples)

6. Where we can help – Investment Strategy – Overview • Geographic focusNZ and Australia • Businesses of interestEstablished and profitable • Business sizeEV of $20m -$80m • Investment size$5 - 20m • Industry sectorsBroad range • Investment style‘Hands with’ • Specific preferred situations

7. Investment Strategy – Preferred situations • Trans Tasman Expansion • Leverage NZ presence and Direct Capital experience • PC Direct, EziBuy • Succession MBOs • Leverage NZ demographics and Direct Capital expertise • Robinhood, Max • Pre IPO • Leverage Direct Capital institutional contacts, reputation and experience • Sky City, Ryman

8. Why Direct Capital • Network • Domestic • International • Experience – in managing change • Local • Reputation • Deep pockets

9. How we can help – Trans Tasman expansion- • Background In 2001 Ezibuy was an established NZ mail catalogue business • Their needs • Capital • Experience in making corporate acquisitions • Someone who understood the Australian market • The solution In Feb 2002, Direct Capital helped negotiate and implement the acquisition of the database and brands of Myer Direct as well as providing the capital. • The result Today 55% of Ezibuy’s business is in Australia.

10. How we can help – Succession buy-in- • Background A leading manufacturer and distributor of Robinhood branded white goods for the NZ and international markets. • Their needs Existing owner-manager, Noel Robinson, was looking to address management succession and realise the value in the business. • The solution In Sept 1999, Direct Capital alongside Steve Bootten, Managing director, purchased a controlling stake in the business. • The result Noel exited the business. In March 2003 the business was sold successfully to Australian listed company, ALESCO Corporation.

11. How we can help – Succession buyout- • Background Max is a leading NZ retailer in womens apparel with 34 stores nationwide. • Their needs Owner-manager, David Wright was looking to address management succession and realise the value in the business. • The solution In July 2005, Direct Capital, provided capital alongside the existing management team and Westpac bank to acquire David’s investment in Max. • The result David has realised a significant part of the value in his business and the remaining management alongside Direct Capital now have a controlling stake in the business. David continues to retain a stake and play an active role in the business.

12. How we can help – Pre IPO - • Background Founded in 1984, Ryman had an objective of becoming the leading provider of healthcare facilities for the elderly in NZ. • Their needs • Capital to facilitate the expansion of Ryman into the North Island • Assistance in preparing itself for a public listing • An opportunity for one of the founders to realise a part of the wealth tied up in the business • The solution In February 1997, Direct Capital provided capital for both the business and the owners. • The result In July 1999, Ryman successfully listed with the NZ Stock Exchange and has continued to grow significantly.

13. Working with AdvisorsYou and your client • Expansion • Equity capital rather than debt allows for the ‘wobbles’ • An experienced partner can help both manage and share the risks • Succession - Realising value creates two issues: • Management succession: Often requires transition Special needs • Ownership – To whom?: Too small for multinationals Already a leading local player • Pre IPO - Previous institutional participation can: • Give comfort and reduce risk to the stock market and thereby improve multiples • Clean up the balance sheet prior to an IPO – ‘remove the boat’ • Facilitate growth prior to listing and enhance valuation

14. Working with AdvisorsYou, Direct Capital and your client • An alternative solution for you to provide • Often clients do not know the problem, the options or the solution • We aim to provide a flexible co-ordinated approach in supporting your clients development • Investment process – due diligence • Assurance

15. Other Direct Capital Funds BioPacificVentures (BPV) Focus: Food, agritech, nutraceuticals and health NZ and Australia Early stage and late stage Investment size - $3m - $15m Why BPV: inventages – global contacts Nestle – international breadth Wrightsons – local contacts AgResearch – science and research capability Specialist management team – deep understanding Size of $100m – deep pockets Contacts: Bill Kermode – bill.kermode@directcapital.co.nz Howard Moore – howard.moore@biopacificventures.com Tel: 09 307 2562

16. Other Direct Capital Funds TMT Ventures (TMT) Focus: Telecommunications NZ and Australia Early stage and late stage Investment size - $3m - $15m Why TMT: Advent International – global contacts Lucent, Marconi, Alcatel – international breadth Telecom NZ – local contacts Specialist management team – deep understanding Size of $100m – deep pockets Contacts: Paul van Tol – pvan.tol@directcapital.co.nz Gavin Longergan – gavin.longergan@directcapital.co.nz Kory Fagen – kory.fagen@directcapital.co.nz Tel: 09 307 2562