Count Limited · ASX:CUP
Count — Merger or Acquisition (November 2026)
36 slides from Count's merger presentation, November 2026
Slide 1: Acquisition of Skybridge and Placement
rsonal use only Acquisition of Skybridge and Placement 5 November 2026
Slide 2: Important information
Important information Important notice and disclaimer not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. This The following notice and disclaimer applies to this investor presentation (Presentation or document) Presentation is not and should not be consi
Slide 3: Important information
Important information Future performance Disclaimer This Presentation contains certain 'forward-looking statements' that are based on management's The information in this Presentation has been obtained from or based on sources believed by the rsonal use only beliefs, assumptions and expectations and
Slide 4: Transaction overview
Transaction overview Acquisition of a 75%1 majority interest in Skybridge Snapshot of Skybridge Compelling transaction rationale rsonal use only • A leading converged accounting and financial planning firm Largest Equity Partnership investment to date and highly • c.110 employees and contractors, in
Slide 5: Transaction summary
Transaction summary Key terms of the proposed acquisition of a majority interest in Skybridge • Count Group to acquire an initial 75% majority interest in a new entity which at completion will hold the business operated by Skybridge Financial Pty Ltd (as trustee for the MTP Unit Trust), Skybridge Ma
Slide 6: Skybridge fuels every element of Count Group's flywheel
Skybridge fuels every element of Count Group’s flywheel The Acquisition reinforces each of the three drivers that compound value across Count Group rsonal use only A Own the profit A• Own the client relationship and profit margins by investing in margins by Equity Partnerships investing in Equity •
Slide 7: Additional potential strategic synergies
Additional potential strategic synergies Skybridge accelerates growth, supporting the flywheel and adding a capable M&A platform from which to execute future tuck-in acquisitions rsonal use only Growth in Equity Expands Count Group’s existing network, especially in regional areas, and drives growth
Slide 8: Skybridge provides efficient growth as a significant Equity Partnership investment
Skybridge provides efficient growth as a significant Equity Partnership investment Count Group’s acquisition strategy encompasses three distinct transaction types New Equity Partnerships Tuck-ins1 Count Wealth platform rsonal use only • Count Group continues to pursue high- • Count Group has several
Slide 9: Skybridge overview
Skybridge overview A leading converged accounting, financial planning and SMSF administration firm with a broad presence Key Skybridge metrics rsonal use only $29.0 million $8.8 million c.$1.4 billion 13 c.27,000 FY26PF revenue1 FY26PF EBITA1 Funds Under Advice Employed advisers Total clients served
Slide 10: Long-term track record of profitable growth
Long-term track record of profitable growth Skybridge has deployed a successful M&A strategy to scale up the business and deliver best-in-class margins Growth track record M&A track record rsonal use only Revenue ($m) Normalised EBITA ($m) and Margin % Acquisitions by year 12 30.3% 6 28.6% $29.0m 4
Slide 11: Skybridge adds adviser and accounting-led scale and regional reach
Skybridge adds adviser and accounting-led scale and regional reach Adds scale in geographies and service lines that have limited overlap with Count Group's network Predominantly regional footprint complements Count Group's Skybridge adds scale to Count Group's network1 metropolitan-focused network r
Slide 12: Continued growth in Equity Partnerships and Wealth
Continued growth in Equity Partnerships and Wealth The acquisition grows Equity Partnerships’ share of earnings and drives greater balance between Wealth and Accounting Count Group FY26 EBITA1 EBITA post Oracle and Skybridge acquisitions2 rsonal use only 18% 24% 44% 49% 33% 31% Wealth — AFSL, Financ
Slide 13: Extensive track record of acquiring and integrating businesses of scale
Count Group has an extensive track record of acquiring and integrating businesses of scale Disciplined execution across six material transactions since 2019, alongside a consistent program of tuck-in acquisitions 2019 2021 2023 2024 2026 rsonal use only Target c.4,000 22 13 Scale at acquisition 359
Slide 14: Pro forma financials
Pro forma financials rsonal use only 14
Slide 15: Pro forma balance sheet
Pro forma balance sheet Indicative pro forma historical balance sheet reflecting the Acquisition and the Placement Combined Pro forma Pro forma Basis of preparation rsonal use only historical acquisition historical Count1 Skybridge balance sheet adjustments² balance sheet • Count Group financials ex
Slide 16: Placement summary
Placement summary rsonal use only 16
Slide 17: Placement summary
Placement summary Fully underwritten institutional placement to partially fund the acquisition of Skybridge • Fully underwritten institutional placement to raise approximately $25.0 million (Placement), through the issue of approximately 15.9 million new fully paid ordinary shares (New Shares) rsona
Slide 18: Sources and uses of funds
Sources and uses of funds Count Group sources and uses Funding capacity rsonal use only • CBA facility comprising a $77.0 million acquisition Sources of funds A$m Uses of funds A$m facility on a three-year term, a $33.0 million accordion facility and a $6.6 million working capital Placement 25.0 Upf
Slide 19: Indicative Placement timetable
Indicative Placement timetable Event Date (2026) rsonal use only Trading halt, announcement of the Acquisition and the Placement, and Placement bookbuild opens Thursday, 5 November Placement bookbuild closes Thursday, 5 November Announcement of the results of the Placement and trading halt lifted: C
Slide 20: FY2027 Q1 trading update
FY2027 Q1 trading update rsonal use only 20
Slide 21: FY2027 unaudited pre-tax Q1 trading update
FY2027 unaudited pre-tax Q1 trading update Momentum continues to build with the Group delivering a strong start to FY20271 Funds Under Management ($ billion) Strategic progress Key FY2027 Q1 metrics2 rsonal use only +31.3% Revenue and underlying EBITA growth, $52.1 million Increase relative to pcp d
Slide 22: Count Wealth integration update
Count Wealth integration update Count is on track to unlock synergies ahead of schedule Delivered to date Outcomes Integration execution ✓ New Count Wealth brand and operating model in place ▪ Count Wealth integration is on track: accounting production hours and billings, as well as transitional sta
Slide 23: Key risks
rsonal use only Key risks 23
Slide 24: Key risks to Count
Key risks to Count Risks which may affect the future operating and financial performance of Count There are several risks and uncertainties which are specific to Count Group and of a more general nature, which management businesses. The legislative and regulatory regime surrounding the businesses is
Slide 25: Key risks to Count (continued)
Key risks to Count (continued) Risks which may affect the future operating and financial performance of Count Legislative risks There is also potential liability arising from actions or conduct of Count or any of its subsidiaries (including litigation Any substantive changes to legislation, regulato
Slide 26: Key risks to Count (continued)
Key risks to Count (continued) Risks which may affect the future operating and financial performance of Count Insurance While Count and its subsidiaries have held various policies of insurance covering their operations, not all risks are insurable, including for example, a requirement to refund fina
Slide 27: Key acquisition risks
Key acquisition risks Risks specific to the acquisition of Skybridge Use of funds risk Business risk Count intends to use the funds raised from the Placement to fund the acquisition of a 75% interest in Skybridge The negotiations between Count and Skybridge were conducted on the basis of certain dis
Slide 28: Key general investment risks
Key general investment risks Risks associated with an investment in Count Shares Dilution risk No assurance can be given that the New Shares will trade at or above the Offer Price or that there will be an active As part of the Acquisition, it is proposed that certain securityholders of Skybridge wou
Slide 29: International offer restrictions
International offer restrictions rsonal use only 29
Slide 30: International offer restrictions
International offer restrictions Restrictions on the offer and sale of New Shares outside Australia Hong Kong New Zealand WARNING: This document has not been, and will not be, registered as a prospectus under the Companies This document has not been registered, filed with or approved by any New Zeal
Slide 31: Summary of Underwriting Agreement
Summary of Underwriting rsonal use only Agreement 31
Slide 32: Summary of Underwriting Agreement
Summary of Underwriting Agreement Key terms of the Underwriting Agreement in respect of the Placement Count has entered into an underwriting agreement with the Joint Lead Managers in respect of the Placement North Atlantic Treaty Organization, or a national state of emergency is declared or there is
Slide 33: Summary of Underwriting Agreement (continued)
Summary of Underwriting Agreement (continued) Key terms of the Underwriting Agreement in respect of the Placement • a contravention by Count or a subsidiary of Count of the Corporations Act, Count's constitution, the Listing cleansing statement is issued or is required to be issued in accordance wit
Slide 34: Appendix
rsonal use only Appendix 34
Slide 35: Appendix: Count Group pro forma
Appendix: Count Group pro forma Count Group is strong and growing, shown pro forma for the Skybridge acquisition rsonal use only 16th Largest 483 Accounting firm $6.7 billion Firms FUM2 in Australia1 65 3 2 1 $44.4 billion $220.5 million 167 61 Firms using Count Funds Under Advice3 Revenue Group Inv
Slide 36: Appendix: Key financial definitions
Appendix: Key financial definitions Underlying revenue Underlying revenue excludes divested operations or items that do not contribute to the ongoing performance of Count. rsonal use only Underlying earnings before interest, tax and amortisation, excluding items such as divested operations and one-o