Initial Public Offering of Ordinary Shares in Wynyard ... - Chris Lee

Arranger, Joint Lead Manager
and Organising Participant
Joint Lead Manager
Retail Co-Managers
An intelligent opportunity for
investment
Initial Public Offering of Ordinary Shares in
Wynyard Group Limited
Investment Statement and Prospectus
Dated 6 June 2013

Table of contents
— 01 — Important Information
Section 1 — 04 — Important Dates and Key Offer Statistics
Section 2 — 06 — Key Information on the Offer
Section 3 — 11 — Letter from the Chairman
Section 4 — 12 — Snapshot of the Wynyard Group
Section 5 — 14 — Answers to Important Questions
Section 6 — 22 — Industry Overview and Investment Highlights
Section 7 — 34 — The Wynyard Group and its Business
Section 8 — 54 — Directors, Senior Management and Corporate Governance
Section 9 — 66 — Details of the Offer
Section 10 — 70 — Prospective Financial Information
Section 11 — 85 — New Zealand Taxation Summary
Section 12 — 87 — Statutory Information
Section 13 — 101 — Glossary
Appendix 1 — 104 — Historical Financial Information and Auditors’ Report
Appendix 2 — 146 — Application Form and Instructions
Appendix 3 — 153 — Directory
An intelligent opportunity for
investment
Initial Public Offering of Ordinary Shares in
Wynyard Group Limited

Wynyard Group — Investment statement and prospectus — 1
— Important information
(The information in this section is required under the Securities Act 1978.)
Investment decisions are very important.
They often have long-term consequences.
Read all documents carefully.
Ask questions.
Seek advice before committing yourself.
— Choosing an investment
When deciding whether to invest, consider carefully the answers to the
following questions that can be found on the pages noted below:
Page
What sort of investment is this? 14
Who is involved in providing it for me? 14
How much do I pay? 15
What are the charges? 16
What returns will I get? 16
What are my risks? 17
Can the investment be altered? 20
How do I cash in my investment? 20
Who do I contact with inquiries about my investment? 21
Is there anyone to whom I can complain if I have problems
with the investment? 21
What other information can I obtain about this investment? 21
In addition to the information in this document, important information
can be found in the current registered prospectus for the investment.
You are entitled to a copy of that prospectus on request. 1
— The Financial Markets Authority regulates
conduct in financial markets
The Financial Markets Authority regulates conduct in New Zealand’s
financial markets. The Financial Markets Authority’s main objective is to
promote and facilitate the development of fair, efficient and transparent
financial markets.
For more information about investing, go to http://www.fma.govt.nz
— Financial advisers can help you make
investment decisions
Using a financial adviser cannot prevent you from losing money, but it
should be able to help you make better investment decisions.
Financial advisers are regulated by the Financial Markets Authority to
varying levels, depending on the type of adviser and the nature of the
services they provide. Some financial advisers are only allowed to
provide advice on a limited range of products.
When seeking or receiving financial advice, you should check:
— the type of adviser you are dealing with;
— the services the adviser can provide you with;
— the products the adviser can advise you on.
A financial adviser who provides you with personalised financial adviser
services may be required to give you a disclosure statement covering
these and other matters. You should ask your adviser about how he or
she is paid and any conflicts of interest he or she may have.
Financial advisers must have a complaints process in place and they,
or the financial services provider they work for, must belong to a dispute
resolution scheme if they provide services to retail clients. So if there is
a dispute over an investment, you can ask someone independent to
resolve it.
Most financial advisers, or the financial services provider they work
for, must also be registered on the financial service providers register.
You can search for information about registered financial service
providers at http://www.fspr.govt.nz
You can also complain to the Financial Markets Authority if you have
concerns about the behaviour of a financial adviser.
1. This is the wording required by Schedule 13 to the Securities Regulations 2009, which contemplates a separate investment statement and prospectus.
This Offer Document comprises both an investment statement and a prospectus, and accordingly the prospectus available on request is identical to this document.

2 — Wynyard Group — Investment statement and prospectus
— Important notice
— Combined investment statement and prospectus
This Offer Document is a combined investment statement and
prospectus for the purposes of the Securities Act and the Securities
Regulations. It is prepared as at, and dated 6 June 2013.
The information required to be contained in an investment statement
is set out in this section and in section 5 entitled “Answers to important
questions”. The purpose of these sections is to provide certain key
information that is likely to assist a prudent but non-expert person to
decide whether or not to acquire Shares under the Offer. However,
investors should note that other important information about the Shares
and the Offer is set out in other sections of this Offer Document.
No person is authorised to give any information or make any
representation in connection with this Offer which is not contained in
this Offer Document or in other communications from the directors of
Wynyard. Any information or representation not so contained may not
be relied upon as having been authorised by Wynyard.
Investors who are in any doubt as to any aspect of the Offer should
consult their financial or legal adviser or an NZX Firm.
Investors should seek their own taxation advice on the implications
of an investment in the Shares.
— Registration
A copy of this Offer Document duly signed by or on behalf of the
directors of Wynyard, Jade and every Promoter for the purposes
of the Securities Act, and having endorsed or attached copies of the
documents and other materials required by section 41 of the Securities
Act, has been delivered to the Registrar of Financial Service Providers
for registration in accordance with section 42 of the Securities Act.
The documents required by section 41 of the Securities Act to be
endorsed on or attached to the copy of this Offer Document delivered
to the Registrar of Financial Service Providers are:
— the report of the Auditor in respect of certain financial information
included in this Offer Document, as set out in this Offer Document;
— the signed consent of the Auditor to the audit report appearing in
this Offer Document;
— copies of the material contracts referred to under the heading
“Material Contracts” in section 12 entitled “Statutory Information”;
and
— letters of authority authorising this Offer Document to be signed
by an agent of any director of Wynyard, Jade and any Promoter
(if and where required).
— Selling Restrictions
The Retail Offer is only being made to members of the public in
New Zealand and the Institutional Offer is being made to Institutional
Investors in New Zealand, Australia and in any other selected
jurisdiction where lawfully permitted (excluding the United States and
any persons who are, or are acting for the account or benefit of,
US persons). No person may offer, sell, or deliver any Shares or distribute
any documents (including this Offer Document) to any person outside
New Zealand except in accordance with all of the legal requirements
of the relevant jurisdiction.
Unless otherwise agreed with Wynyard, any person applying for Shares
under the Offer will be deemed to represent that he, she or it is not in a
jurisdiction that does not permit the making of the Offer or an invitation
of the kind contained in this Offer Document and is not acting for the
account or benefit of a person within such a jurisdiction. Neither
Wynyard, the Promoters, the Joint Lead Managers nor any of their
respective directors, officers, employees, consultants, agents, partners
or advisers accepts any liability or responsibility to determine whether a
person is able to participate in the Offer.
— Consideration Period
Pursuant to section 43D of the Securities Act, Wynyard is unable to
allot any Shares or accept any applications or subscriptions in respect
of the Offer during the Financial Markets Authority “Consideration
Period”. The Consideration Period commences on the date of
registration of this Offer Document and ends at the close of five
working days from the date of registration. The Financial Markets
Authority may shorten this Consideration Period, or extend it by no
more than five additional working days.
— Listing
Application has been made to NZX for permission to list Wynyard, and
to quote the Shares on the NZX Main Board. All requirements of NZX
relating to such listing that can be complied with on or before the date
of this Offer Document have been duly complied with. However, NZX
accepts no responsibility for any statement in this Offer Document.
NZX has authorised NZX Firms to act on the Offer. The NZX Main
Board is a registered market operated by NZX, which is a registered
exchange, regulated under the Securities Markets Act.
Initial quotation of the Shares on the NZX Main Board is expected to
occur on or about 19 July 2013 under the symbol “WYN”.
— No Guarantee
No person guarantees the Shares offered under this Offer Document.

Wynyard Group — Investment statement and prospectus — 3
— Risk and Suitability of an Investment in Wynyard
This Offer Document does not take into account your investment
objectives, financial situation and particular needs. You should read this
Offer Document and the accompanying documentation in full before
deciding whether to invest in Wynyard. In particular, you should consider
the risk factors that could affect Wynyard’s performance (including
those set out under the heading “What are my risks?” in section 5
entitled “Answers to Important Questions”), particularly with regard
to your personal circumstances (including financial and tax issues).
If you are in any doubt as to any aspect of the Offer you should consult
your financial or legal adviser or an NZX Firm.
— Forward-Looking Statements
This Offer Document contains certain statements that relate to the
future. Such statements are not a guarantee of future performance
and involve known and unknown risks, uncertainties, assumptions and
other important factors, many of which are beyond the control of the
Wynyard Group and which may cause actual results, performance or
achievements of the Wynyard Group to differ materially from those
expressed or implied by such statements. Such factors include, but
are not limited to, those discussed under the heading “What are my
risks?” in section 5 entitled “Answers to Important Questions”. In
particular, Wynyard’s revenue forecasts for the 2013 and 2014 financial
years are reliant on revenue from new software products and services.
Accordingly, an investment in Wynyard may not suit all investors and
should be considered with regard to your investment objectives.
— Definitions
Capitalised terms used in this Offer Document have the specific
meaning given to them in the Glossary in section 13.
Unless otherwise indicated, any reference to dollars, $ or cents refers
to New Zealand dollars and cents and any references to dates and
time are to dates and time in New Zealand.
This Offer Document refers to various pieces of legislation in force in
New Zealand from time to time. Copies of any such legislation may
be viewed online at www.legislation.govt.nz free of charge.
— References/Sources
This Offer Document contains information which is referred to as
being from sources that are independent to Wynyard and Jade.
None of the source providers referred to in this Offer Document
have been involved in the preparation of this Offer Document and the
information should not be relied on in making or refraining from making
any investment decision.
Given these uncertainties, you are cautioned not to place undue
reliance on such forward-looking statements because of the stage and
nature of Wynyard’s business. Neither Jade, Wynyard, their respective
subsidiaries, the Joint Lead Managers nor any of their respective
directors, officers or employees gives any assurance that actual
outcomes will not differ materially from the forward-looking statements
contained in this Offer Document. You should not regard the inclusion
of forward-looking statements as a representation by any person that
they will be achieved.
Other than as required by law or by the NZX Main Board Listing Rules,
neither Jade, Wynyard, their respective subsidiaries, the Joint Lead
Managers nor their respective directors, officers and employees
undertakes an obligation to update any such risk factors or publicly
announce the result of any revisions to the forward-looking statements
contained in this Offer Document to reflect future development or events.

4 — Important dates and key Offer statistics — Section 1
Section 1
— Important dates and key Offer statistics
Important dates 2
Offer Document Registered 6 June 2013
Bookbuild 18 June 2013
Pricing and Allocation 19 June 2013
Opening Date 9.00am, 24 June 2013
Closing Date 5.00pm, 12 July 2013
Allotment Date 18 July 2013
Quotation and trading of Shares expected to commence on the NZSX Main Board 19 July 2013
Mailing of holding statements No later than 25 July 2013
2. This timetable is indicative only. Wynyard reserves the right to vary or
extend the dates of the Offer, withdraw the Offer at any time before
the Allotment Date and accept late Applications (either generally or
in individual cases).

Section 1 — Important dates and key Offer statistics — 5
Key offer statistics
(1) Issuer of the new Shares Wynyard Group Limited
(2) Offeror of the existing Wynyard Shares Jade Software Corporation Limited
Indicative price per Share 3 $1.10 to $1.65
Indicative number of Shares to be issued by Wynyard 4
Indicative number of Shares to be offered by Jade 5
Indicative total number of Shares on issue upon completion of the Offer 6
Total gross proceeds from the issue of new Shares in Wynyard under the Offer 7
Maximum oversubscriptions
59.1 million to 39.4 million
2.8 million to 1.86 million
105.1 million to 85.4 million
$60 million to $65 million
$5 million
Skipton Investments Limited’s shareholding following the Offer 8 23.9% to 29.4%
USA Health Investors LLC’s shareholding following the Offer 9 11.1% to 13.6%
Shareholding of all existing shareholders following the Offer
including Skipton Investments Limited and USA Health Investors LLC 10 43.8% to 53.9%
Note: All indicative numbers of shares and amounts to be raised stated in this Offer Document have been determined on the assumption that no
applications for oversubscriptions are accepted. However, Wynyard retains the discretion to accept subscriptions equivalent to up to $5 million of
new capital. Oversubscriptions will only be accepted once $65 million of new capital has been raised by Wynyard and $3 million worth of Shares
(net of brokerage fees) has been sold by Jade.
INDICATIVE PRICE RANGE $1.10 $1.65
Capitalisation
Implied Market Capitalisation (at Indicative Price Range) 11 $115.7 million $141.0 million
Less Pro Forma Net Cash 12
$26.8 million
Implied Enterprise Value 13 $88.9 million $114.2 million
Offer Multiples 14
Enterprise Value / FY2014 Revenue 3.29 x 4.23 x
3. The Indicative Price Range is indicative only. The Price will be set after the
conclusion of the bookbuild process and may be within, above or below this
range. The Indicative Price Range may be varied at any time by Wynyard.
4. Based on the Indicative Price Range and Wynyard’s intention to raise $65
million under the Offer. The actual number of Shares may be below, within
or above this range.
5. In addition to the new Shares that will be issued by Wynyard, Jade is
offering to sell up to $3 million worth of existing shares in Wynyard (net of
brokerage fees) making a maximum total offer of $68,076,924. This is an
indicative number of Shares based on the Indicative Price Range and the
actual number of Shares will depend on the determination of the final Price.
Jade will purchase these shares from Jade’s second largest shareholder
prior to the Closing Date to enable these Shares to be sold as part of the
Offer. Existing Shares will only be allocated to investors under the Offer
once Wynyard has received acceptances for the new Shares being offered
by Wynyard equivalent to $65 million of new capital.
6. Based on the number of Shares on issue in Wynyard as at the date of this
Offer Document of 46.0 million plus 39.4 million to 59.1 million of new
Shares to be issued under the Offer (based on the Indicative Price Range)
as set out in section 9 of this Offer Document entitled “Details of the Offer”.
Note that the higher the Price, the fewer the number of Shares on issue
upon completion of the Offer.
7. Excluding any oversubscriptions.
8. Based on the indicative number of Shares to be offered by Wynyard
(excluding any oversubscriptions).
9. Based on the indicative number of Shares to be offered by Wynyard
(excluding any oversubscriptions) and excluding any selldown of the
$3 million worth of Shares (net of brokerage fees) that Jade will sell into the
Offer. The above percentages include the $3 million worth of Shares (net of
brokerage fees) that Jade will acquire from USA Health Investors LLC to sell
into the Offer. If all of these Shares are sold as part of the Offer, USA Health
Investors LLC’s shareholding following the Offer will be 8.4% to 11.4%
(based on the Indicative Price Range and excluding any oversubscriptions).
10. Based on the indicative number of Shares to be offered by Wynyard
(excluding any oversubscriptions).
11. Calculated as the total number of Shares following the Offer multiplied by
the Indicative Price Range.
12. Net cash represents forecast total cash and cash equivalents less
borrowings after the Offer is completed. This has been calculated in
accordance with the assumptions in section 10 entitled “Prospective
Financial Information”. Wynyard has an estimated net cash position
following the Offer reflecting the expected gross proceeds from the issue
of new Shares in Wynyard under the Offer less forecast costs associated
with the Offer and payments made to Jade to repay debts incurred prior
to listing (as set out in section 13 entitled “Statutory Information” under
the headings “Material Contracts” and “Existing intercompany loans owed
to Jade”).
13. Implied enterprise value represents market capitalisation less net cash as
at the completion of the Offer.
14. Based on the Indicative Price Range and Prospective Financial Information.
Wynyard has a 31 December financial year end. For further information,
refer to section 10 entitled “Prospective Financial Information”.

6 — Key information on the Offer — Section 2
Section 2
— Key information on the Offer
What securities
are being offered?
Wynyard’s
business
Fully paid ordinary shares in Wynyard. This is an investment opportunity in Wynyard, not Jade.
The Wynyard Group owns, develops, markets and sells advanced software products and services that help protect
companies and countries from global threats, crime and corruption. The Wynyard Group has four core integrated
software products, being:
— Wynyard Risk Management;
— Wynyard Intelligence;
— Wynyard Investigations;
— Wynyard Digital Forensics.
The Risk Management and Investigations products are established products. The Intelligence and Digital Forensics
products are new products in emerging product categories with a limited trading history.
For further information on Wynyard’s business, see sections 4 and 7 entitled “Introduction to Wynyard Group and
Investment Highlights” and “The Wynyard Group and its Business” respectively.
The Wynyard Group was originally but is no longer part of the Jade group. The steps taken to effect the separation of
the Wynyard Group from the Jade group are described in section 12 entitled “Statutory Information” under the heading
“Other Material Matters”.
In addition, there are some arms’ length non-core services arrangements between Jade and the Wynyard Group.
Wynyard has considered the potential implications of Jade ceasing to provide any of these services and in its opinion
alternative arrangements could be put in place without any material adverse consequences to the Wynyard Group and its
business operations. Wynyard estimates that the fee payable by WNZ to Jade for the services to be provided by Jade for
the 2013 financial year will be approximately $7.1 million and the annual fee payable by Jade to WNZ for the services to
be provided by WNZ to Jade will be approximately $2.2 million to $2.6 million.
Further details of the material contracts between Jade and the Wynyard Group are set out in section 12 entitled “Statutory
Information” under the heading “Material Contracts”.

Section 2 — Key information on the Offer — 7
Purpose of
the Offer and
Use of Proceeds
The purpose of the Offer is to:
— provide Wynyard with $25.8 million to deliver the growth strategy detailed in section 7 entitled “The Wynyard Group
and its Business” under the heading “Growth Strategies” and to fund its general corporate purposes;
— raise new capital for the Wynyard Group to:
— pay the purchase price to Jade and other Jade subsidiaries for the purchase of the intellectual property rights
in the Wynyard Investigations and the Wynyard Intelligence products and rights under contracts with financial
service customers and customer contracts for Wynyard Investigations and Wynyard Intelligence entered into
pre-2012 (being $23.6 million). The purchase price was determined by Wynyard and Jade based on valuation
advice from Ernst & Young (see section 12 entitled “Statutory Information” under the heading “Material contracts”).
At the time of the acquisition of these assets the Wynyard Group already owned the Risk Management business
and Digital Forensics business and already held the customer contracts for the Wynyard Investigations and
Wynyard Intelligence products entered into in 2012 and 2013;
— repay intercompany debts of approximately $10 million that arose when the Wynyard Group formed part of
the Jade group relating to the Wynyard Risk Management and Digital Forensics businesses and the sales and
marketing of the Wynyard Intelligence and Investigations products;
— repay the loan provided by Jade to Wynyard to fund continued investment in product and market development
and the Wynyard Group’s operating expenses prior to Listing (which is estimated to be $2 million),
(as set out in section 12 entitled “Statutory Information” under the headings “Material Contracts” and “Existing
Intercompany Loans owed to Jade”);
— list Wynyard on the NZX Main Board 15 to provide a liquid market for the Shares and an opportunity for Wynyard to
improve the breadth of its share register;
— facilitate the sale of certain existing Wynyard Shares by Jade. 16
Wynyard will use the proceeds of the Offer to fund the purposes listed in the first two bullet points above as well as to pay
the costs associated with the Offer (which are estimated to be $3.6 million).
In addition, if any oversubscriptions are accepted by Wynyard, these proceeds will provide Wynyard with up to $5 million
of additional new capital.
For further information on the purpose of the Offer and how the proceeds from the Offer will be used, see section 9
entitled “Details of the Offer”).
Minimum and
maximum amount
to be raised
The minimum amount to be raised by Wynyard under the Offer is $60 million. Only once $65 million of new capital for
Wynyard is raised under the Offer, will the $3 million worth of existing Shares in Wynyard (net of brokerage fees) being
offered by Jade be allocated. Once these existing Shares are allocated, Wynyard reserves the right to accept
oversubscriptions for another $5 million. Therefore the total maximum amount that may be raised by Wynyard and Jade
under the Offer, including oversubscriptions, is $73,076,924.
Whether Wynyard raises $60 million or any amount up to $65 million will not materially affect in the short to medium term
Wynyard’s ability to implement its growth strategy, as at an amount lower than $65 million Jade will not immediately be fully
repaid all amounts owing to Jade (see section 12 entitled “Statutory Information” under the heading “Other Material Matters”).
15. Wynyard has applied to NZX for permission to list Wynyard, and to quote the Shares on the NZX Main Board and all requirements of NZX relating to the application that can be complied with
on or before the date of this Offer Document have been duly complied with. However, NZX accepts no responsibility for any statement in this Offer Document. NZX has authorised NZX Firms
to act on the Offer. The NZX Main Board is a registered market operated by NZX, which is a registered exchange, regulated under the Securities Markets Act.
16. The sale of any existing Shares by Jade is conditional on Wynyard raising $65 million in new capital under the Offer.

8 — Key information on the Offer — Section 2
Securities being
offered by Jade
Jade is offering to sell $3 million of existing Shares in Wynyard (net of brokerage fees) as part of the Offer. Jade will
acquire these Shares prior to the Closing Date from Jade’s second largest shareholder, USA Health Investors LLC, to
enable these Shares to be sold as part of the Offer. These existing Shares will only be allocated once $65 million of new
capital for Wynyard is raised.
Jade will use the proceeds of the Offer relating to the existing Shares to pay USA Health Investors LLC for such Shares.
Jade is able to transfer back to USA Health Investors LLC any existing Shares not sold under the Offer. Such Shares will
be subject to the selling restrictions set out in section 9 entitled “Details of the Offer” under the heading “Escrow
Arrangements for Major Shareholders”.
For further details on the sell down by Jade’s second largest shareholder see section 12 entitled “Statutory Information”
under the heading “Other Material Matters”.
Structure of
the Offer
The Offer comprises:
— The Retail Offer, which consists of an invitation to bid for Shares made to NZX Firms and financial intermediaries
approved by the Joint Lead Managers, and from whom New Zealand resident clients of those NZX Firms and
financial intermediaries approved by the Joint Lead Managers have received a firm allocation; and
— The Institutional Offer, which consists of an invitation to bid for Shares made to Institutional Investors in New Zealand,
Australia and in any other selected jurisdiction where lawfully permitted (excluding the United States and any persons
who are, or are acting for the account or benefit of, US persons).
— There is no public pool under which you may subscribe for Shares. The allocation of Shares between the Retail Offer
and the Institutional Offer will be determined by Wynyard.
Independent Directors intend to subscribe for not less than $450,000 worth of Shares under the Offer. To the extent any
such Shares are acquired, these acquisitions will be disclosed to the market as required by law.
For further information on the purpose of the Offer, see section 9 entitled “Details of the Offer”.
Key risks
The principal risk is that you do not recover the amount you paid for your Shares and/or you do not receive the returns
that you expect.
The key material risks specific to Wynyard are as follows:
— The Wynyard Group has incurred cumulative losses and does not expect to be profitable in the near future while it
continues to pursue growth opportunities.
— Two of the Wynyard Group’s products (Wynyard Intelligence and Digital Forensics) have limited operating history.
This makes it difficult for Wynyard to forecast future operating results. In particular, the achievement of the
prospective financial information revenue target for the 31 December 2014 financial year will depend on Wynyard’s
success in contracting and growing new business with these new products.
— The Wynyard Group operates in competitive markets. Many of the Wynyard Group’s competitors are established
software vendors with more resources to develop, promote and sell their products.
— The Wynyard Group has experienced rapid growth in product offerings, geographic coverage and staff in recent
periods and expects to continue to grow. A failure to manage this growth effectively may impact on Wynyard’s
financial results.

Section 2 — Key information on the Offer — 9
— If the Wynyard Group’s products are not able to keep pace with rapid technological developments, Wynyard’s results
could be adversely affected.
— The Wynyard Group’s reputation is important to its ability to execute its business plan. Its reputation could be
adversely affected by breach of security measures or major product failure.
— The Wynyard Group is selling new products into new markets and primarily relies on copyright and innovation as
protection for its products. There is also a risk a third party may allege that the Wynyard Group’s intellectual property
infringes its intellectual property rights.
— If Wynyard is not able to attract and retain qualified, talented people to execute its growth strategy, its operating
results may be adversely affected.
— The Wynyard Group currently derives a significant portion of its revenue from a concentrated group of customers.
If one or more of these customers terminated its contract or did not renew its contract, Wynyard’s performance may
be impacted.
For detailed information on the material risks faced by Wynyard Group see section 5 entitled “Answers to Important
Questions” under the heading “What are my Risks?”.
Returns on your
investment in
Shares
Dividend Policy
Determination
of the Price
Returns on Shares may be by way of capital appreciation and any dividends paid and other distributions made in
respect of the Shares (see below in respect of Wynyard’s dividend policy). However, the market price of the Shares
may also decline.
The Directors have adopted a policy that there will not be any dividend payments or other distributions made for the
foreseeable future and expects to continue to incur losses while it continues to pursue growth opportunities during the
period to 31 December 2014 and potentially beyond that period. Accordingly, and until that policy changes, returns on
Shares will be limited to the proceeds of sale or other disposition of Shares.
An Indicative Price Range of $1.10 to $1.65 per Share has been set by Wynyard. On 18 June 2013, UBS will undertake
a bookbuild process inviting NZX Firms, financial intermediaries approved by the Joint Lead Managers and selected
Institutional Investors in New Zealand, Australia and certain other overseas jurisdictions to lodge bids indicating the
number of Shares they wish to apply for at a range of prices. This bookbuild process will be used to assist Wynyard to
determine the Price.
The Price is expected to be announced and posted on the Wynyard Offer website www.intelligentinvestment.co.nz and
under the code “NZXR” on www.nzx.com on or about 19 June 2013.
For further information on how the Price for each Share will be determined, see section 9 entitled “Details of the Offer”.
Price payable
by Investors
Minimum and
maximum
application
amounts
How to apply
All successful Applicants will pay the Price for each Share allocated to them.
The minimum application amount under the Offer will be an amount equal to the Price multiplied by 4,000 (i.e. 4,000
Shares). Applications must be in multiples of an amount equal to the Price multiplied by 500 (i.e. 500 Shares) thereafter.
There is no maximum application amount.
Complete the Application Form at the back of this Offer Document. By making an Application, you acknowledge that you
were given access to the Offer Document, together with an Application Form.
Please contact the broker or financial adviser from whom you received a firm allocation if you require further instructions.
Enquiries
No guarantor
Enquiries about the Shares may be made to the Share Registrar. The contact details of the Share Registrar are set out in
the Directory.
There is no guarantee of the Shares issued under the Offer.

10 — Key information on the Offer — Section 2
This page has been left intentionally blank.

Section 3
— Letter from the chairman
Section 3 — Letter from the chairman — 11
— Dear Investor
The Board of Wynyard Group Limited (Wynyard) invite you to become a
shareholder and participate in the next phase of growth for this talented,
New Zealand-based company.
Wynyard is founded on innovation. It has developed an exciting suite
of next generation, intelligence-led software that provides the analytics
to help an already impressive and growing list of clients to protect
themselves from threat, crime and corruption.
Wynyard has an international market presence, with more than 400
Customers globally across financial services, government and critical
national infrastructure. It is well placed to provide its clients with the risk
management, intelligence, investigative and digital forensics solutions
they need to address the increasing scale and complexity of the
security, privacy, transparency and regulatory challenges they face.
– Dr. Murray Horn
Wynyard has outgrown the ability of its previous parent company, Jade,
to fund the next phase of its growth and development. Additional equity
is required to rapidly expand Wynyard’s customer base and the value it
brings to existing customers, as well as to purchase the assets it needs
to become an independently listed entity. Consequently, Wynyard and
its subsidiaries were separated from the Jade group to facilitate
additional equity investment. Realising Wynyard’s attractive growth
opportunities requires investment in its direct sales, service and
marketing capacity; in developing and deepening its global partnership
network; and in extending its delivery of innovative and secure,
fast-to-deploy and easy-to-use commercial off-the-shelf products.
This investment will be particularly attractive to investors who are looking
for capital growth and are happy to forgo dividend yield in the meantime.
This Offer Document contains important information about Wynyard and
this investment opportunity, including all of the business, industry and
wider economic and market risks one would expect of an investment of
this type. In particular, because Wynyard is at a relatively early stage of
its development, it has a limited operating history and is not expected
to be profitable in the near future. I encourage you to read this Offer
Document closely and carefully before making an investment decision.
The Wynyard Board and executive team are excited about the future
for Wynyard and look forward to welcoming you as a shareholder.
Yours sincerely,
Dr. Murray Horn CNZM
Chairman
Wynyard Group Limited

12 — Snapshot of the Wynyard Group — Section 4
Section 4
— Global market. Global answers
— The Wynyard Group develops, markets and sells next
generation software products and solutions that help
protect governments, financial institutions and national
infrastructure operations from increasing global threats,
crime and corruption.
The Wynyard Group’s advanced, modular technology platform has
been purpose-built to detect threats to security that continue to grow in
scale, complexity and impact and to avert them or reduce their impact.
The Wynyard Group’s four core software products operate mission
critical processes for risk management, intelligence or investigations.
These can be deployed separately or in combination. When deployed
together, the products integrate capability to provide specialist teams
with powerful new tools to protect essential operations.
The Wynyard Group’s commercial-off-the-shelf integrated product
portfolio comprises:
— Wynyard Risk Management – companies and countries can
only effectively protect their operations and citizens from threats
and risks if they know the answer to three questions: What can
happen? How likely is it? What are the consequences? Wynyard’s
Risk Management software helps answer these questions by
automating the collection, assessment and prioritisation of risks
from across the enterprise or community.
— Wynyard Intelligence – financial institutions, government
agencies and public services are drowning in masses of data
hiding valuable intelligence on national threats and financial and
organised crime networks. Wynyard Intelligence automatically
analyses and surfaces actionable intelligence from this ever
increasing volume and variety of data.
— Wynyard Investigations – serious crime investigations are costly,
complex and must follow due process to maintain confidence in
the justice system. Wynyard Investigations was purpose-built to
help manage complex investigative processes by helping
investigators secure evidence, validate intelligence and protect
entities until the case is solved.
— Wynyard Digital Forensics – as the world’s digital footprint
explodes in scale and complexity, so too does the challenge for
intelligence analysts and investigators to collect intelligence from
the internet and digital evidence from lawfully seized devices.
Wynyard Digital Forensics expedites the collection and processing
of open-source intelligence and digital evidence.
The Wynyard Group sells its advanced software products through
its own direct sales channels and a growing network of distribution
partners. Revenue is derived from the licensing of its software products,
from ongoing support and new software upgrade packages related to
those products, from subscriptions to its software-as-a-service (SaaS)
and professional services.
— Summary of investment highlights
— 01 Emerging industry leader with customers comprising
blue-ribbon global companies and government agencies
The Wynyard Group has more than 400 Customers 17
including financial institutions, national security and justice
agencies and critical infrastructure operations.
— 02 Tackling problems that continue to grow in scale,
complexity and impact
The Wynyard Group addresses growing risks and threats to
the security and operations of companies and countries.
— 03 Industrial strength product platform
The Wynyard Group’s modular technology platform
underpins a portfolio of products that can be deployed
individually or as a comprehensive solution.
— 04 Attractive company with growing recurring revenue
The Wynyard Group’s clear four-step global growth plan is
forecast to drive year on year revenue growth of 62% in
2013 and 26% in 2014. 18
— 05 Strategic presence in at-risk regions
The Wynyard Group is strategically positioned in countries
Wynyard Group considers are most at risk from growing
trans-national organised crime.
— 06 Direct access to customers supported by an
expanding partner network
The Wynyard Group sells directly through its international
sales force and indirectly through its growing partner
network, which enhances market credibility, scalability
and distribution capacity.
— 07 Investing in innovation and product commercialisation
The Wynyard Group, both prior to and after its separation
from Jade, has invested heavily in crime science research,
software development and product commercialisation
capability.
— 08 Experienced board and management team advised by
renowned industry experts
The Wynyard Group is led by a strong, experienced
management team, a board with strong governance,
industry experience and leadership and is advised by an
international team of experts with deep, relevant domain
knowledge.
Further information on Wynyard and its business is set out in section 6
entitled “Industry Overview and Investment Highlights” and section 7
entitled “The Wynyard Group and its Business.”
17. See the definition of the term ‘Customer’ in section 13 entitled “Glossary”.
18. The forecast revenue growth has been extracted from the prospective financial statements
in section 10 entitled “Prospective Financial Information”. Section 10 includes the principal
assumptions on which those prospective financial statements are based.

Section 4 — Snapshot of the Wynyard Group — 13
Toronto
London
Arlington VA
Dubai
Sydney
Auckland
—— Wynyard Group
Risk Management
Intelligence
Forensics & Media
Investigations
Wynyard locations
—— Trans-national organised
crime movements
Female Trafficking
Piracy
Drugs
Migrant smuggling
Firearms
Counterfeit goods
Cyber crime

14 — Answers to important questions — Section 5
Section 5
— Answers to important questions
— What sort of investment is this?
Description of Securities
Wynyard and Jade are offering 41.26 million to 61.9 million Shares in
Wynyard, excluding any oversubscriptions based on the Indicative
Price Range of $1.10 to $1.65 per Share.
Each Share is an ordinary share in Wynyard which will be fully paid.
Each Share confers on the holder the right to:
— attend and vote at meetings of Shareholders, including the right
to cast one vote on a poll on any ordinary or special resolution
of Shareholders;
— an equal share in dividends and other distributions made by
Wynyard. However, the directors do not anticipate Wynyard will
make distributions in the foreseeable future. Further details of
the current dividend policy are set out below under the heading
“What returns will I get?”;
— an equal share in the distribution of the surplus assets in a
liquidation of Wynyard;
— be sent certain information, including notices of meetings and
company reports, sent to Shareholders generally; and
— exercise all other rights that are conferred on Shareholders by
the Companies Act 1993 and Wynyard’s constitution.
NZX Main Board Listing
Wynyard has applied to NZX for permission to list Wynyard and to
quote the Shares on the NZX Main Board, and all the requirements of
NZX relating to the application that can be complied with on or before
the date of this Offer Document have been duly complied with.
However, NZX accepts no responsibility for any statement in this Offer
Document. The NZX Main Board is a registered market operated by
NZX, which is a registered exchange, regulated under the Securities
Markets Act.
Initial quotation of the Shares on the NZX Main Board is anticipated to
occur on or about 19 July 2013 under the symbol “WYN”.
While Wynyard is listed, its Constitution is deemed to incorporate all
provisions of the Listing Rules required to be contained or incorporated
in a listed company constitution. For so long as the Shares are quoted
on the NZX Main Board, Wynyard must comply with the Listing Rules
as amended from time to time.
— Who is involved in providing it for me?
Issuer
Wynyard is the Issuer, offering new Shares and Jade is the Offeror
offering existing Shares. Wynyard can be contacted at its registered
office which is at Level 2, 3 Lorne Street Auckland 1010. Jade can be
contacted at its registered office which is at 5 Sir Gil Simpson Drive,
Burnside, Christchurch 8053.
The directors of Wynyard as at the date of this Offer Document
are Dr. Murray Horn, Susan Peterson, Herb Hunt, Guy Haddleton,
Dr. Raj Bhole, Richard Twigg and Craig Richardson.
The directors of Jade as at the date of this Offer Document are
Ruth Richardson, Dr. Raj Bhole, David Lindsay, Alexander Robinson,
Ian Scherger and Richard Twigg.
Promoters
Jade is a Promoter of the Offer in relation to the Shares being offered
by Wynyard. It can be contacted at its registered office which is at
5 Sir Gil Simpson Drive, Burnside, Christchurch 8053.
The directors of Jade as at the date of this Offer Document are Ruth
Richardson, Dr. Raj Bhole, David Lindsay, Alexander Robinson, Ian
Scherger and Richard Twigg. Each director of Jade is also deemed to
be a Promoter of the Offer (except for Dr. Raj Bhole and Richard Twigg,
who are not a Promoter because they are also directors of Wynyard).
The names of the directors of Wynyard and Jade and the registered
address of Wynyard and Jade set out above may change after the
date of this Offer Document. You can find the names of the current
directors and registered address of Wynyard and Jade at any time by
searching the public register maintained by the Companies Office of
the Ministry of Business, Innovation and Employment on its website
www.business.govt.nz/companies. No fee is payable to obtain
this information.
Activities
Wynyard was incorporated on 20 December 2011 and is a holding
company of the other members in the Wynyard Group.
Wynyard’s principal activities
The Wynyard Group specialises in intelligence-led software products
and solutions that help protect financial institutions, governments and
national infrastructure operations from increasing global threats, crime
and corruption.
The Wynyard Group has four core software products, being Wynyard
Risk Management, Wynyard Intelligence, Wynyard Investigations and
Wynyard Digital Forensics. These products are all owned by the
Wynyard Group, however:
(a) some intellectual property in the Investigations product is owned
by the Australian Federal Police; and

Section 5 — Answers to important questions — 15
(b) the Wynyard Group’s products include some exchangeable licensed
third party and open source components, which is common in
such analytics software applications (for more information on such
components please see section 7 entitled “The Wynyard Group
and its Business” under the heading “Technology platform”).
The Wynyard Group has an exclusive, worldwide right to develop, extend,
commercialise and resell the Investigations product (for further information
in relation to these commercialisation agreements see section 12 entitled
“Statutory Information” under the heading “Other Material Matters”).
The Wynyard Group markets, distributes, develops and licenses
its software products to customers and provides professional,
support, maintenance, hosting and development services in relation
to such products.
WNZ, Wynyard (Australia) Pty Limited, Wynyard (UK) Limited, Wynyard
(Canada) Inc and Wynyard USA Corporation are the Wynyard Group’s
trading subsidiaries and have been involved in the Wynyard Group’s
business since incorporation (as listed below):
(a) 1985 – WNZ
(b) 2003 – Wynyard (UK) Limited
(c) 2005 – Wynyard (Canada) Inc
(d) 2007 – Wynyard (Australia) Limited
(e) 2013 – Wynyard USA Corporation
Restructuring of the Wynyard Group – Separation
from Jade
Jade originally acquired WNZ (then called Methodware) and its
subsidiaries in July 2007 and in December 2011 incorporated Wynyard
as a non-trading subsidiary. Prior to the date of this Offer Document,
the Wynyard Group was restructured resulting in the Wynyard Group
ceasing to be subsidiaries of Jade. From that date Jade and Wynyard
had separate boards with two common directors. Details of the
restructuring undertaken is contained in section 12 entitled “Statutory
Information” under the heading “Other Material Matters”.
Following the separation WNZ has since entered into an umbrella
services agreement with Jade under which Jade provides some back
office business, software maintenance and server hosting services that
the Wynyard Group considers are non-core to its focused software
product and professional services businesses. The Wynyard Group adds
a margin to services provided by Jade and other third party service
providers where these services are for the Wynyard Group’s customers.
In addition, under the umbrella services agreement WNZ and its
subsidiaries have been granted the right to resell the JADE software
and to provide software maintenance and support services in respect
of the JADE software.
It should be noted that the Wynyard Group’s products are predominantly
built on the Microsoft.NET platform. The Wynyard Group retains all
such core software engineering, development and maintenance
capability in-house to maintain control over its products, the security
of its software code and commercial and trade secrets.
Wynyard and Jade consider this agreement to be on arms’ length
commercial terms. Wynyard has considered the potential implications
of Jade ceasing to provide any of these non-core Services, and in
Wynyard’s opinion alternative arrangements could be put in place
without any material adverse consequences to the Wynyard Group and
its business operations. Further information on the material contracts
between Jade and the Wynyard Group is set out in section 12 entitled
“Statutory Information” under the heading “Material Contracts”.
Further information on the business activities of the Wynyard Group is
contained in section 7 entitled “The Wynyard Group and its Business”.
— How much do I pay?
Application Form
Applications to subscribe for Shares must be made on the Application
Form contained in Appendix 2.
Issue price of Shares
The amount you will pay for your Shares is the Price multiplied by
the number of Shares you have applied for. On 18 June 2013, UBS
will undertake a bookbuild process inviting NZX Firms and selected
Institutional Investors in New Zealand, Australia and other selected
overseas jurisdictions where lawfully permitted to lodge bids indicating
the number of Shares they wish to apply for at a range of prices.
This bookbuild process will be used to assist Wynyard to determine
the Price.
The Price will be set taking into account various factors, including
the following:
— the overall demand for Shares at various prices;
— pricing indicators from Institutional Investors and NZX Firms in the
bookbuild process;
— the desire of Wynyard to have a successful and consistent
aftermarket for the Shares; and
— any other factors that Wynyard considers relevant.
The Price is expected to be announced and posted on the Wynyard
Offer website www.intelligentinvestment.co.nz and under the code
“NZXR” on www.nzx.com on or about 19 June 2013. Further
information on the determination of the Price is set out in section 9
entitled “Details of the Offer”.

16 — Answers to important questions — Section 5
Payment of the issue price
Applications must be accompanied by payment in full for the total
number of Shares applied for at the Price. Cheques for New Zealand
dollar payments must be drawn on a registered New Zealand bank,
must be crossed “Not Transferable” and should be made payable to
“Wynyard Group Limited”.
Further information on how to apply for Shares is set out in Appendix 2
entitled “Application Form and Instructions”.
Minimum and maximum amounts to be raised under
the Offer
The minimum amount to be raised by Wynyard under the Offer is
$60 million. The maximum amount to be raised by Wynyard under
the Offer is $65 million excluding any oversubscriptions. There is
no minimum amount to be raised by Jade under the Offer but the
maximum amount being raised by Jade is $3 million (net of brokerage
fees). Only once $65 million of new capital has been raised by Wynyard
will applications for the existing Shares in Wynyard being offered by
Jade be accepted. The maximum total amount being raised under the
Offer is $68,076,924 excluding any oversubscriptions. However, once
$68,076,924 is raised under the Offer, Wynyard retains a discretion to
accept oversubscriptions of up to an additional $5 million. Therefore,
the total maximum amount that may be raised by Wynyard and Jade
under the Offer, including oversubscriptions is $73,076,924.
Minimum and maximum application amounts
The minimum application amount is an amount equal to the Price
multiplied by 4,000 Shares (i.e. 4,000 Shares). Applications must be
in multiples of an amount equal to the Price multiplied by 500 Shares
(i.e. 500 Shares) thereafter. There is no maximum application amount.
— What are the charges?
Applicants are not required to pay any charges to Wynyard or Jade in
relation to the Offer, other than the Price for each Share allocated to them.
Shares purchased or sold on the NZX Main Board are likely to attract
normal brokerage fees and charges.
Wynyard will pay all costs associated with the Offer. Details of the costs
associated with the Offer are set out in section 12 entitled “Statutory
Information” under the heading “Preliminary and Issue Expenses”.
UBS will pay the brokerage fees set out in section 12 entitled “Statutory
Information” under the heading “Preliminary and Issue Expenses” for all
successful applications received. Jade will reimburse Wynyard for the
brokerage fees that relate to the existing Shares that it is offering under
the Offer.
In addition, Jade and WNZ have entered into an umbrella services
agreement under which each of Jade and WNZ will provide services
to the other. Wynyard estimates that the fee payable:
(a) by WNZ to Jade for services to be provided by Jade for the 2013
financial year will be approximately $7.1 million;
(b) by Jade to WNZ for services to be provided by WNZ to Jade will
be approximately $2.2 million to $2.6 million per annum.
Further details of the fees payable under this umbrella services
agreement are set out in section 12 entitled “Statutory Information”
under the heading “Material Contracts”.
— What returns will I get?
Returns on Shares
The information below should be read in conjunction with the
information set out below under the heading “What are my risks?”
on page 17 of this Offer Document.
Returns on Shares may be by way of capital appreciation and any
dividends paid and other distributions made in respect of the Shares.
However, the market price of the Shares may also decline.
The key factors that determine the returns are:
— the market price for Shares and demand for them;
— the Board’s decisions in relation to dividends and other
distributions (described in further detail below);
— the Wynyard Group’s financial performance; and
— applicable taxes.
Returns are not quantifiable
No returns on Shares are quantifiable as at the date of this Offer
Document. Nothing in this Offer Document should be construed as a
promise of profitability, and neither Wynyard nor any other person gives
any guarantee or promise as to the return of capital or the amount of
any returns (including dividends and other distributions) in relation to
the Shares.
Dividend Policy
The Directors have adopted a policy that there will not be any dividend
payments or other distributions made for the foreseeable future and
expects Wynyard to continue to incur losses while it continues to
pursue growth opportunities during the period to 31 December 2014
and potentially beyond that period. Accordingly, and until that policy
changes, returns on Shares will be limited to the proceeds of sale or
other disposition of Shares.
Wynyard is the entity legally liable to pay any dividends or other
distributions declared or made on the Shares.

Section 5 — Answers to important questions — 17
Sale of Shares
Shareholders may benefit from any increase in the market price of their
Shares. The price of the Shares may rise or fall due to numerous
factors, including:
— general economic conditions, including inflation rates and interest rates;
— variations in the local and global market for listed stocks, in
general, or for stocks in the industry in which Wynyard operates;
— changes to government policy, legislation or regulation;
— the inclusion or removal of the Shares from major market indices;
— the nature of the competition in the markets in which the
Wynyard Group operates; and
— the Wynyard Group’s general operational and business
performance.
Wynyard’s market performance could be adversely affected by any of
the above factors. Neither Wynyard, nor any of its directors, officers,
employees, consultants, agents, partners or advisers guarantees the
Shares or Wynyard’s market or financial performance.
There is no guarantee that an active market in the Shares will develop
or that the market price of the Shares will increase. There may be
relatively few or many potential buyers or sellers of the Shares on the
NZX Main Board at any time. This may increase the volatility of the
market price of the Shares. It may also affect the prevailing market
price at which Shareholders are able to sell their Shares. This may
result in Shareholders receiving a market price for their Shares that is
less or more than the price that Shareholders paid for them.
Taxation Implications on Returns
Tax will affect your return from the Shares. General comments on taxes
are set out in section 11 entitled “New Zealand Taxation Summary”.
You must seek your own taxation advice in relation to your taxation
position.
Payment of returns
The dates on which, or the frequency with which, returns on Shares
will be due and paid are unknown.
Wynyard is the entity legally liable to pay any dividends or other
distributions declared or made on the Shares. If you sell your Shares,
the purchaser of those Shares will be legally liable to pay you the sale
price of those Shares.
No guarantee
Neither Wynyard nor any other person guarantees the Shares
or any returns.
— What are my risks?
Risks relating to an investment in Shares
No investment is risk free and the Shares are no exception. Before
investing, you should carefully consider the following risk factors and
your ability to withstand loss on your investment.
The principal risk is that you may not be able to recoup your original
investment or you may not receive the returns you expect. This could
happen for a number of reasons, including that:
— The price at which you are able to sell your Shares is less than the
price paid for them.
— An inability to sell your Shares at all – for instance, because
the market for them does not develop, becomes illiquid or ceases
to exist.
— Wynyard does not pay dividends.
— The operational and financial performance of the Wynyard Group
is not as strong as expected.
— Wynyard or its subsidiaries become insolvent and is placed in
receivership or liquidation.
The Shares issued under the Offer will be fully paid ordinary shares and
Shareholders will have no liability to make any further payments in
respect of their Shares.
If the Wynyard Group’s operational and financial performance is not as
strong as expected, the future market price of the Shares may be less
than the price you paid for them and returns on the Shares may be less
than anticipated. Section 10 entitled “Prospective Financial Information”
presents forward looking financial statements for the Wynyard Group,
including the assumptions adopted by the directors of Wynyard in
preparing that information.
There is no guarantee that you will receive the returns described under
the heading “What returns will I get?” above.
If Wynyard is placed in liquidation, the residual value of Wynyard’s
assets may not be sufficient for Shareholders to receive the full value
of their original investment (or there may be no residual value at all).
Principal risk factors
Some of the principal risk factors which may affect the ability of
investors to recoup their initial investment and Wynyard’s share price
performance are detailed in this section. There may be additional risk
factors that Wynyard is currently unaware of, or that are currently
immaterial but which may subsequently become material risk factors
for the Wynyard Group. You should consider these risk factors in
conjunction with the other information in this Offer Document.

18 — Answers to important questions — Section 5
The risk factors described below necessarily include forward-looking
statements. Actual events may be materially different to those described
below and may therefore affect Wynyard in a different and/or more
material way.
Risks specific to Wynyard’s business and industry
The Wynyard Group has a history of cumulative losses
and does not expect to be profitable in the near future.
The Wynyard Group has incurred historical losses, and expects to incur
net losses in the years ending 31 December 2013 and 2014. These
losses and accumulated deficit reflect the substantial investments
made to enter new markets, acquire new customers and assets and
develop products. Wynyard expects operating expenses to increase in
the future due to anticipated increases in sales and marketing expenses,
research and development expenses, operations costs and general
and administrative costs, and may continue to incur losses while it
continues to pursue attractive growth opportunities.
Two of the Wynyard Group’s products have a limited
operating history, which makes it difficult to predict
future operating results.
Although Wynyard Risk Management and Wynyard Investigations are
established products, two new products were introduced in 2012 –
Wynyard Intelligence and Wynyard Digital Forensics. As a result of the
limited operating history of these new products, Wynyard’s ability to
forecast future operating results is limited and subject to a number of
uncertainties. If assumptions regarding these risks and uncertainties
(used to plan business) are incorrect or change due to changes in the
Wynyard Group’s target markets, or if these risks are not addressed
successfully, operating and financial results could differ from
expectations. In particular, the achievement of the prospective financial
information revenue target for the 31 December 2014 financial year will
depend on Wynyard’s success in contracting new business with these
new products. The revenue sensitivity analysis in section 10 entitled
“Prospective Financial Information” is indicative of the current best
estimate of the likely range of volatility, but not the maximum potential
volatility, in relation to the individual revenue forecasts for each of these
two products. If Wynyard fails to achieve the prospective financial
information targets, in addition to this potentially adversely affecting the
value of the Shares, this might result in the Wynyard Group making an
impairment provision in its financial statements against its assets.
Competition in the Wynyard Group’s markets could
adversely affect operating performance.
The markets for the Wynyard Group’s software products and services
are competitive. Some competitors are more established vendors and
Wynyard expects the introduction of new technologies and market
entrants in the future. Many competitors are able to devote greater
resources to the development, promotion and sale of their products
and services. In addition, many competitors have better established
marketing relationships, access to larger customer bases and wider
distribution agreements with consultants, system integrators and
resellers. They may also offer their products and services at a lower
price in competitive situations. If the Wynyard Group is unable to
achieve budgeted sales volumes and target pricing levels its operating
results could be negatively affected.
The Wynyard Group has experienced rapid growth in
product offerings, geographic coverage and staff in
recent periods. Failure to manage growth effectively may
result in the Wynyard Group not executing their business
plan, maintaining high levels of service or adequately
addressing competitive challenges.
The Wynyard Group has recently experienced a period of rapid growth in
product offerings, geographic coverage and staff. Wynyard anticipates that
continued expansion of operations and staff in the near term. This growth
may place a strain on management, administrative, operational and
financial resources. Success will depend, in part, on the ability to manage
this growth effectively. To manage the expected growth of operations and
personnel, Wynyard will need to continue to improve operational, financial
and management controls and reporting systems and procedures. Failure
to effectively manage growth could result in difficulty or delays in deploying
customers, declines in quality or customer satisfaction, increases in costs,
difficulties in introducing new features or other operational difficulties, and
any of these difficulties could adversely impact business performance and
results of the Wynyard Group’s operations.
If the Wynyard Group’s market for its products and
software develops more slowly than expected or declines,
its business could be adversely affected.
Some of the Wynyard Group’s products are new and compete in
emerging technology categories. Wynyard’s success will depend
somewhat on adoption of Wynyard Intelligence and Wynyard Digital
Forensics as a purpose-built criminal intelligence solution. If these
products do not achieve expected adoption or there is a reduction
in demand due to technological challenges, weakening economic
conditions, security or privacy concerns, competing technologies and
products, decreases in information technology spending or otherwise,
it could result in decreased revenues and Wynyard’s business could
be adversely affected.
If the Wynyard Group is not able to provide successful
enhancements, new features and modifications, its
business could be adversely affected.
If the Wynyard Group is not able to provide enhancements and new
features for its existing products or new products that achieve market
acceptance or that keep pace with rapid technological developments,
the Wynyard Group’s business could be adversely affected. Failure in
this regard may impair revenue growth.
If product security measures are breached or unauthorised
access to sensitive data is otherwise obtained, the
Wynyard Group’s products may be perceived as not
being secure, customers may reduce the use of or stop
using its applications.
Some of the Wynyard Group’s applications involve the storage
and transmission of sensitive information and data. As a result,
unauthorised access or security breaches could result in the loss

Section 5 — Answers to important questions — 19
of information, litigation, indemnity obligations and other liability.
While security measures have been put in place to protect sensitive
information and prevent data loss and other security breaches, if these
measures are breached as a result of third-party action, employee error
or technical fault and someone obtains unauthorised access to Wynyard’s
sensitive data, its reputation could be damaged and business may
suffer. Because the techniques used to obtain unauthorised access or
to sabotage systems change frequently and generally are not identified
until they are launched against a target, the Wynyard Group may be
unable to anticipate these techniques or to implement adequate
preventative measures. Any or all of these issues could negatively affect
the Wynyard Group’s ability to attract new customers, cause existing
customers to elect to not renew their contracts or result in reputational
damage which could adversely affect operating results.
The Wynyard Group currently derives a significant portion
of its revenue from a concentrated group of customers. If
one or more of these customers terminated its contract,
or did not renew its contract upon expiry, Wynyard’s
performance may be impacted.
Although the Wynyard Group has more than 400 Customers 19 , five
customers accounted for 46% of revenue in the year to 31 December
2012. It is Wynyard’s expectation that assuming it meets the forecast
revenue for the 31 December 2014 financial year as set out in section
10 entitled “Prospective Financial Information” that by 31 December
2014 these same customers will represent 20% of revenue. Loss of
one or more of these customers could result in revenue and operating
results being adversely affected.
These five customers include Skipton Building Society and its 100%
owned subsidiary, Homeloan Management Limited. Skipton Building
Society is the ultimate parent entity of Skipton Investments Limited
which as at the date of this Offer Document is the largest shareholder
in Wynyard. Revenue under the contracts with these two customers
comprised approximately 26% of the Wynyard Group’s revenue in the
2012 financial year. However, for the December 2014 financial year this
is projected to reduce to approximately 10%, on the basis of the
Wynyard Group meeting the forecast revenue for the 31 December
2014 financial year as set out in section 10 entitled “Prospective
Financial Information”.
As the Wynyard Group sells products in many different
territories in rapidly changing technology categories,
there is a risk a third party may allege a breach of their
intellectual property rights.
The Wynyard Group’s intellectual property policy is summarised in
section 7 entitled “The Wynyard Group and its Business” under the
heading “Intellectual property”. This section explains why Wynyard
primarily relies on copyright and not patent protection in relation to
intellectual property. The Wynyard Group’s four core software products
are not subject to patents. There is a risk a competitor or other party
alleges that the Wynyard Group has breached that third party’s
intellectual property rights. As the Wynyard Group sells products in
several different countries, these alleged intellectual property right
breaches may occur in one or more jurisdictions. Material costs could
be incurred by the Wynyard Group in respect of any such claim, and
any such claim could adversely affect the execution of its growth
strategy and may adversely affect operating results. The Wynyard
Group’s intellectual property policy requires the consideration of
undertaking “freedom to operate” searches prior to entering new
markets. Such searches reduce but do not eliminate this risk.
If the Wynyard Group is not able to attract and retain the
qualified, talented people to execute its growth strategy,
operating results may be adversely affected.
Attracting and retaining talented leadership, sales, research and
development staff is important to the implementation of Wynyard’s
growth strategy. If there was any material difficulty in obtaining and
retaining such talent this may impact on Wynyard’s ability to execute its
growth strategy and could adversely affect operating results. Wynyard’s
executive long term incentive plan has been designed to attract, retain
and reward key senior employees and is outlined in section 8 entitled
“Directors, Senior Management and Corporate Governance” under the
heading “Employee long term incentive plan”.
The Wynyard Group’s operating results are reported in
New Zealand Dollars, however, most of its revenue is
denominated in foreign currencies. Material movements in
the New Zealand Dollar against major trading currencies
may impact Wynyard’s reported operating results and
financial position.
Wynyard reports its financial results in New Zealand dollars, however,
the majority of the Wynyard Group’s sales are denominated in other
currencies (primarily US dollars, British pounds and Australian dollars).
Most of the Wynyard Group’s operating expenses are incurred in
New Zealand dollars. As the Wynyard Group does not have any foreign
currency hedging arrangements in place, any fluctuation in the
exchange rates of these currencies may negatively impact the financial
condition and operating results of Wynyard.
Your shareholding in Wynyard will be diluted if further
shares are issued to key employees under Wynyard’s
Employee Long Term Incentive Plan.
Wynyard operates an Employee Long Term Incentive Plan to attract,
retain and reward key employees of the Wynyard Group. The Board
may from time to time grant further shares or options under the plan
and/or establish an additional share or option incentive plan for
employees after the date of this Offer Document. Any additional
shares or options so issued will dilute each investor’s shareholdings
in Wynyard. Wynyard will only be able to do so in accordance with
the Listing Rules.
19. See the definition of the term ‘Customer’ in Section 13 entitled “Glossary”.

20 — Answers to important questions — Section 5
General investment risks
Economic risk and economic activity
Like any other investment, returns from an investment in the Shares
are influenced by the level of economic activity. A contraction in the
New Zealand or global economy may impact upon the performance
of the Wynyard Group by reducing demand for the Wynyard Group’s
products and/or affecting Wynyard’s costs.
Legal, regulatory or political risk
Investments may be adversely affected by legal and regulatory changes
or requirements, and actions pursuant to such requirements. Potential
changes to existing laws or the introduction of new laws could result in
increased compliance costs and obligations. In addition, there is a risk
that there could be a change to the laws and/or regulations in a
jurisdiction which in some way inhibit the Wynyard Group from selling
its key product offerings in that particular jurisdiction. This risk could
also arise from trade agreements entered into between different foreign
countries which in some way could inhibit the Wynyard Group from
selling its products in those markets.
Changes in taxation
A change to the existing rate of company income tax and/or to the tax
on Shareholders will impact on Shareholder returns.
Forward-looking statements
This Offer Document contains certain statements that relate to the future.
Such statements are not a guarantee of future performance and involve
known and unknown risks, uncertainties, assumptions and other
important factors, many of which are beyond the control of the Wynyard
Group and which may cause actual results, performance or achievements
of the Wynyard Group to differ materially from those expressed or
implied by such statements. Such factors include, but are not limited to,
those risks discussed in this “What are my risks?” section. In particular,
the Wynyard Group’s revenue forecasts for FY2013 and FY2014 are
reliant on revenue from new software products. Accordingly, an
investment in Wynyard may not suit all investors and should be
considered with regard to your investment objectives.
Given these uncertainties, you are cautioned not to place undue
reliance on such forward-looking statements because of the stage and
nature of Wynyard’s business. Neither Jade, Wynyard, their respective
subsidiaries, the Joint Lead Managers nor any of their respective
directors, officers or employees gives any assurance that actual
outcomes will not differ materially from the forward-looking statements
contained in this Offer Document. You should not regard the inclusion
of forward-looking statements as a representation by any person that
they will be achieved.
General Market Risks
Prior to this Offer, there has been no public market for the Shares.
There can be no assurance that an active trading market in the Shares
will develop or that the price of the Shares will increase. There may be
relatively few potential buyers or sellers of the Shares on the NZX Main
Board at any time. This may increase the volatility of the market price of
the Shares. It may also affect the market price at which Shareholders
are able to sell their Shares.
Factors such as changes in the New Zealand or international regulatory
environment (including for accounting), New Zealand and international
equity markets, New Zealand dollar and foreign currency movements
and the New Zealand and global economy, could cause the market
price of the Shares to fluctuate. These fluctuations may adversely affect
the market price of the Shares after the Offer.
The market prices of shares are, historically, particularly volatile, including
in response to changes in share markets, or the economy, generally.
Consequences of Insolvency
Shareholders will not be liable to pay any money to any person as a
result of the insolvency of Wynyard. All of Wynyard’s creditors (secured
and unsecured) will rank ahead of Shareholder claims if Wynyard is
liquidated. After all such creditors have been paid, any remaining assets
will be available for distribution between all holders of Shares who will
rank equally amongst themselves. There may not be sufficient surplus
assets to enable Shareholders to recover all or any of their investment.
— Can the investment be altered?
The full terms of the Offer are set out in section 9 entitled “Details of
the Offer”.
Wynyard may alter those terms by filing an amendment to the Offer
Document with the Registrar of Financial Service Providers. However,
those terms cannot be altered without an Applicant’s consent after an
Application has been accepted and Shares allotted to the Applicant.
As at the date of this Offer Document, the Price has not yet been set.
The Price will be set by Wynyard. Once set, the Price cannot be
altered. Further information about how the Price will be determined
is set out in section 9 entitled “Details of the Offer”.
The rights attaching to Shares are governed by the Constitution, the
Companies Act and the Listing Rules. The Constitution may only be
altered by a special resolution of Shareholders, subject to the rights of
interest groups under the Companies Act, or in certain circumstances
by Court order.
Section 117 of the Companies Act and Listing Rule 8.3.1 restrict
Wynyard from taking any action which affects the rights attached to
the Shares, unless that action has been approved by a special
resolution of Shareholders whose rights are affected by the action.
A special resolution must be approved by at least 75% of Shareholders
entitled to vote and voting on that resolution. Under certain
circumstances, a Shareholder whose rights are affected under an
action approved by a special resolution may require Wynyard to
purchase its Shares.

Section 5 — Answers to important questions — 21
— How do I cash in my investment?
Under certain provisions in the Companies Act, the Shares could be
cancelled by Wynyard by a reduction of capital, share buyback or other
form of capital reconstruction. Otherwise, neither the Shareholders,
Wynyard, nor any other person has any right to terminate, cancel,
surrender, or otherwise make or obtain payment from the Shares, other
than in accordance with their terms and as referred to in this section 5
under the heading “What returns will I get?”.
Shares will be tradable (that is, they may be able to be sold or
transferred) subject only to compliance with the Constitution, the Listing
Rules, applicable laws and the existence of an active trading market.
As at the date of this Offer Document, there is no established market
for the Shares. However, in Wynyard’s opinion, a market for the Shares
is likely to develop on completion of the Offer. No charges are payable
to Wynyard in respect of any sale of Shares. However, any sale of
Shares on the NZX Main Board will likely attract normal brokerage fees.
Wynyard has applied to NZX for permission to list Wynyard and to quote
the Shares on the NZX Main Board, and all the requirements of NZX
relating to the application that can be complied with on or before the
date of this Offer Document have been duly complied with. However,
NZX accepts no responsibility for any statement in this Offer Document.
The NZX Main Board is a registered market operated by NZX, which is
a registered exchange, regulated under the Securities Markets Act.
Initial quotation of the Shares on the NZX Main Board is anticipated to
occur on or about 19 July 2013 under the symbol “WYN”.
— Who do I contact with inquiries about my
investment?
Inquiries about the Shares may be made to the Share Registrar.
The contact details of the Share Registrar are set out in the Directory
on the inside back cover.
— Is there anyone to whom I can complain if I have
problems with the investment?
Complaints about the investment may be made to the Share Registrar
at the address set out in the Directory on the inside back cover.
There is no ombudsman or approved dispute resolution scheme to
whom complaints can be made about this investment.
— What other information can I obtain about this
investment?
Offer Document and Financial Statements
Other information about the Shares and the Wynyard Group is
contained or referred to elsewhere in this Offer Document (including in
the financial statements set out in section 10 and in Appendix 1 of this
Offer Document).
This Offer Document which includes Wynyard’s most recent
financial statements may be obtained, free of charge at
www.intelligentinvestment.co.nz.
Those documents and other documents of, or relating to, Wynyard
(including the Constitution) are also filed on a public register maintained
by the Companies Office of the Ministry of Business, Innovation and
Employment and are available for public inspection, including on the
Companies Office website at www.business.govt.nz/companies.
Copies may also be obtained by telephoning the Ministry of Business,
Innovation and Employment on 0508 266 726. A prescribed fee may
be charged for a requested document.
Periodic information
Shareholders of Wynyard at the relevant record date will be entitled
to receive periodic reports relating to the ongoing performance of
Wynyard in accordance with the Companies Act, the Financial
Reporting Act 1993 and the Listing Rules. Such information includes:
— an annual report containing annual audited financial statements for
Wynyard for each financial year ending 31 December; and
— a half-yearly report containing financial statements for each
6 month period ending 30 June.
Shareholders will either receive this information automatically, or will
receive notification of their right to request this information.
Wynyard is also required to make half-yearly and annual announcements
of its financial results to NZX, and such other announcements as are
required by the Listing Rules from time to time. Once listed, Wynyard’s
announcements will be available from the website http://www.nzx.com.
On request information
Shareholders are also entitled to request copies of the following
documents from Wynyard:
— Wynyard’s most recent financial statements required to be registered
under the Financial Reporting Act 1993, together with a copy of
the auditors’ report on those statements.
— Wynyard’s most recent annual report.
— This Offer Document (which is an investment statement and
prospectus).
— A comparison (when prepared) of Wynyard’s actual results against
the Prospective Financial Information in this Offer Document.
— Any other information that may be requested under statute,
regulation or the Listing Rules.
Wynyard will make this information available to Shareholders, free of
charge, upon a request in writing being made to Wynyard at its
registered office as set out in the Directory on the inside back cover.

22 — Industry overview and investment highlights — Section 6
Section 6
— Industry overview and investment highlights
— Industry overview
1 — Global trends
The Wynyard Group’s products help solve problems growing in scale,
complexity and impact across the financial services, government and
critical national infrastructure sectors. The underlying trends driving
these problems include:
— More global threats and previously unknown vulnerabilities.
— Growing and increasingly sophisticated trans-national crime.
— Expanding laws, regulations, sanctions and penalties.
— Exponential growth in data volume, variety and velocity.
— The drive for efficiency arising from prolonged austerity on
government budgets and resources.
— An increasing demand for government and corporate
accountability and transparency.
To deal with these risks, entities need actionable intelligence and must
be diligent in the collection of evidence and in the investigation of
events. Investment in software to provide this capability is not optional
in the financial services, government and critical national infrastructure
markets. The Wynyard Group’s growth strategy is focused on providing
these tools to those markets.
2 — High growth addressable market
Organisations have increased their use of risk management,
intelligence, investigative and digital forensics software over the past
five years. As the volume, variety and velocity of data grows so does
the demand for and the reliance on these products.
Building the Wynyard Group’s product portfolio from a base of Risk
Management to include Risk Management, Intelligence, Investigations
and Digital Forensics has rapidly increased the Wynyard Group’s
estimate of the size of its addressable market from approximately
US$0.3 billion in 2011 to US$5.3 billion in 2013.
Estimated increase in Wynyard Group addressable market
due to launch of new products and services
(US$ Billion)
6.0
5.0
4.0
3.0
2.0
1.0
0
Risk Management
Intelligence
FY2011 FY2012 FY2013F
Investigations
Digital Forensics
(US$ BILLION) FY2011 FY2012 FY2013F
Risk Management 0.3 0.4 0.5
Investigations – 0.6 0.6
Intelligence – 1.0 3.5
Digital Forensics – 0.6 0.7
Total 0.3 2.6 5.3
The Wynyard Group’s estimated addressable market has grown from
US$0.3 billion in FY2011 to US$5.3 billion in FY2013 as its product
portfolio has expanded from Risk Management to include
Investigations, Intelligence and Digital Forensics. The significant
increase in the estimated Intelligence addressable market in FY2013 is
due to the Wynyard Group’s entry into the government intelligence
category, whereas in FY2012 the Wynyard Group could only address
the financial crime market with its Intelligence product.
It should be noted that Wynyard’s estimated addressable market is Wynyard’s own
estimate of its addressable market and is set out above to highlight that current
market size and expected market growth are not currently restraints for Wynyard’s
geographic expansion and potential revenue growth. Wynyard’s actual market share
and revenue growth will depend on competitor responses, successful implementation
of its growth strategy and continuing demand for its software products and services.
The key risks to the successful implementation of Wynyard’s business plan are set out
in section 5 entitled “Answers to Important Questions” under the heading “Risks
specific to Wynyard’s business and industry”.
Wynyard estimates that the Wynyard Group’s addressable markets in
risk management and intelligence are growing rapidly in 2013 at 21%
and 16% respectively, while its addressable market for investigations
and digital forensics are estimated to be growing at 6% and 9%
respectively. Wynyard considers that the growth opportunities within
investigations and digital forensics are greater than the market growth
rate as its products provide an attractive change-out solution for
customers, which Wynyard believes will increase the Wynyard Group’s
market share.

Section 6 — Industry overview and investment highlights — 23
Estimated FY2013 addressable market and growth by category
(US$ Billion)
Investigations
Digital
forensics
Risk
management
Intelligence
The Wynyard Group is recognised as a specialist in threat assessment,
enterprise risk management and compliance in financial services,
government and national infrastructure sectors.
Intelligence
Wynyard Intelligence is an advanced analytics software product that is
used by financial institutions and governments to help analyse, surface
and disseminate actionable intelligence from the increasing volume and
variety of structured and unstructured data.
Wynyard Intelligence for financial crime helps detect and prevent
money laundering, fraud and other organised financial crime against
banks, insurance companies and exchanges. Key competitors in the
financial crime category are Thomson Reuters, BAE Systems Detica,
SAS and NICE Actimise.
Digital forensics $0.7B ↑9%
Investigations $0.6B ↑7%
Total
$US5.3B
Risk management $0.5B ↑21%
Intelligence $3.5B ↑16%
Wynyard Intelligence for government is used by security and justice
agencies to assist to counter terrorism, disrupt trans-national crime
such as drug and firearms trafficking, build cases in violent crimes such
as homicide and untangle complex white-collar crimes such as fraud.
Key competitors in this category are Palantir Technologies, BAE
Systems Detica, SAS and IBM.
3 — Product drivers and key competitors
The Wynyard Group’s principal competitors differ across each of
the four product categories. While some vendors participate in two
categories, a key competitive advantage for the Wynyard Group is
that it participates across all categories, connecting risk management,
intelligence, investigations and digital forensics.
The Wynyard Group has a growing reputation as a financial crime and
criminal intelligence specialist, differentiated in the market by its intuitive
to use, rapid to deploy commercial-off-the-shelf products and modular
integration with the Wynyard Group’s risk management, investigations
and data collection tools.
Risk Management
Growth in the risk management category is driven by higher compliance
requirements in the financial services sector following the global
financial crisis, and by increasing government and national infrastructure
use of risk management programmes to protect against threats, such
as terrorism and cyber crime. Wynyard’s competitors in the risk
management category are consolidating, with major media and
information company Thomson Reuters, technology companies IBM,
EMC, RSA, and major regulated markets operators such as NASDAQ
having been highly acquisitive in this category as demand for
governance, risk and compliance software and solutions increases.

24 — Industry overview and investment highlights — Section 6
Investigations
Demand for Wynyard Investigations’ commercial-off-the-shelf product
continues to grow, driven mainly by the need to replace bespoke case
management systems that are expensive to maintain, and cannot meet
the demands of modern investigation approaches and inter-agency
collaboration. Key competitors in this market include SAS Memex,
NICHE, ABM Software and Northgate.
Wynyard Investigations has been selected by more than 50 law
enforcement agencies, including specialist agencies in the United
Kingdom, Australia and New Zealand. Wynyard Investigations is
also used by international, multi-national and federal law enforcement
agencies to help combat trans-national crime trafficking hot spots
such as Asia.
Digital Forensics
Wynyard Digital Forensics is a purpose-built product which was initially
designed and developed for and with the New Zealand Police.
Wynyard Digital Forensics rapidly recovers data from digital devices
for forensic imaging, validation, analysis and intelligence collection.
Demand for this capability is growing strongly driven by the digital
footprint and the volume and variety of smart mobile devices
increasing. Key competitors in this category are AccessData
and FOX-IT.
The Wynyard Group’s Digital Forensics product is gaining customer
acceptance and when combined with Wynyard Intelligence provides
a unique solution to the customer.

Section 6 — Industry overview and investment highlights — 25
4 — The Wynyard Group’s competitive advantage
The Wynyard Group has focused on six key areas of differentiation
from competitors:
— Specialisation in risk management, criminal intelligence and
investigations;
— Delivering a purpose-built, integrated technology platform that
connects three mission critical processes for protecting
companies and countries from threat, crime and corruption;
— Successful implementation of the Wynyard Group’s software in
leading organisations, proving capability, providing references and
assisting in future product direction;
— Designing powerful tools that are intuitive to use and rapid to
deploy in large scale operational environments;
— Building a global distribution and services network to facilitate
intimate long term engagements with customers; and
— An overriding commitment to protecting customer confidentiality
and security of operations through extensive vetting of staff,
know-your-customer processes, secure development facilities
and product design.
The Wynyard Group’s products connect three mission critical cycles
Investigations
Cycle
Establish
Connections
Analyse &
Review
Gather
Information
& Intelligence
Establish
Facts
Wynyard Investigations
Present
Evidence
Data and
Evidence
Define the
Context
Identify
Potential Risk
Wynyard Risk Management
Assess &
Analyse Risk
Develop
Alternatives
Risk Management
Cycle
Decide &
Implement
Evaluate &
Monitor
Dissemination
Analysis &
Production
Wynyard Intelligence
Processing &
Exploitation
Collection
Planning &
Direction
Intelligence
Cycle
Define the
Context
Planning &
Direction
Es
F
Evaluate &
Monitor
Risk
Management
Cycle
Identify
Potential Risk
Dissemination
Intelligence
Cycle
Collection
Present
Evidence
Inves
Mana
C
Decide &
Implement
Develop
Assess &
Analyse Risk
Analysis &
Production
Processing &
Exploitation
Establish
Connections

26 — Industry overview and investment highlights — Section 6
— Investment highlights
1. 2.
— Emerging industry leader with customers
comprising blue-ribbon global companies
and government agencies
“Wynyard Group is one of the few firms leading the way
in the next generation of risk management connecting
advanced techniques to assess risk, detect and prevent
crime from occurring.”
– Peyman Mestchian, Managing Partner, Chartis Research
The Wynyard Group’s software products help keep financial institutions
compliant, airports safe, energy companies secure, intelligence
agencies informed and police investigations operating. The Wynyard
Group has more than 400 Customers 20 including Fortune 500
companies, national security and justice agencies and nations’ most
critical infrastructure assets.
Because the Wynyard Group’s products are used by government and
corporate organisations whose activities are highly confidential and
sensitive, it is constrained from publically identifying many of its
international customers.
— Tackling problems that continue to grow in
scale, complexity and impact
Increasing globalisation of both trade and finance and the emergence
of new communication channels have created new opportunities for
crime and have increased security risks.
“Compared with the ‘family businesses’ of days gone by, today’s
organised crime networks are more agile and inventive, quick
to embrace new technologies and seek out new markets and
supply routes. They are run like sophisticated and modern
multi-national businesses.”
– United Kingdom Home Office, July 2009 21
The Wynyard Group’s portfolio of complementary software products
and services helps companies and countries manage known risks
more effectively and identify and assess new threats more efficiently.
20. See the definition of the term ‘Customer’ in section 13 entitled “Glossary”.
21. http://www.official-documents.gov.uk/document/cm76/7665/7665.pdf Page 1

Section 6 — Industry overview and investment highlights — 27
3.
— An industrial strength product platform
The Wynyard Group has developed an integrated product platform that
connects the mission critical processes of risk management, intelligence
and investigations. Failure by companies and countries to effectively
connect these processes can result in reputational, financial,
operational and human loss.
Wynyard’s product platform underpins a portfolio of integrated
commercial-off-the-shelf products that can be rapidly deployed either
individually or as a comprehensive solution and supports a growing
library of powerful data and intelligence collection tools.
The Wynyard Group’s core technology is developed on the Microsoft.NET
platform together with some native Microsoft Windows components.
The Wynyard Group’s integrated product portfolio
4.
— Attractive company with growing recurring
revenue
The Wynyard Group has a clear four step global growth plan (described
in section 7 entitled “The Wynyard Group and its Business” under the
heading “Growth Strategies”) which is forecast to drive revenue growth
of 62% in 2013 and 26% in 2014. 22
The Wynyard Group’s recurring revenue is increasingly strong,
providing a significant degree of near term predictability. Because
2014 forecast revenue is further into the future, it currently has a
lower degree of certainty. Further information on forecast revenue
Define the
for 2013 and 2014 is contained Context in section 10 entitled “Prospective
Financial Information”.
Evaluate &
Monitor
Risk
Forecast revenue growth 23 Management
(NZ$m)
Cycle
Identify
Potential Risk
30
Decide &
Implement
Assess &
Analyse Risk
Wynyard
Risk Management
Repeat
Offenders
Hactivists
Espionage
Gangs
Regulatory
Non-Compliance
Organised
Crime
Threat
Terrorists
Data and
Evidence
Counterfeit
Products
Human
Trafficking
Crime
Drugs
Illegal
Firearms
Wynyard
Intelligence
Tax
Evasion
Cyber
Crime
Burglary
25
20
15
10
5
0
Dissemination
Develop
Alternatives
Planning &
Direction
Collection
FY2012A
Intelligence
Cycle
FY2013F FY2014F
2012A $13.3 2013F $21.5 2014F $27.0
↑62% ↑26%
Wynyard Digital
Forensics & Media
Identity
Theft
Extortion
Corruption
Insider
Trading
Fraud
Money
Laundering Wynyard
Bribery
Investigations
Source: Wynyard Group
Analysis &
Production
Processing &
Exploitation
Establish
Facts
Present
Gather Information
Evidence
& Intelligence
Investigation
22. This forecast revenue growth has been Management
extracted from the prospective financial statements
in section 10 entitled “Prospective Financial Cycle Information”. Section 10 includes the principal
assumptions on which those prospective financial statements are based.
23. The forecast revenue has been extracted from the prospective financial statements in
section 10 entitled “Prospective Establish Financial Information”. Section Analyse 10 & includes the principal
assumptions on which Connections those prospective financial statements Review are based.

28 — Industry overview and investment highlights — Section 6
5.
6.
— Strategic presence in at-risk regions
“Each year, transnational organized crime generates an
estimated $870 billion, threatening peace and human security,
leading to human rights being violated and undermining
economic, social, cultural and political development of
societies around the world.”
– United Nations Office on Drugs and Crime 2013 24
The Wynyard Group is strategically positioned in New Zealand,
Australia, the United States, Canada, the United Kingdom and the
United Arab Emirates to service regional expansion. The Wynyard
Group considers these regions to be most at risk from growing
trans-national organised crime problems involving counterfeiting, illicit
drugs, human trafficking, illegal firearms, fraud and money laundering.
These countries are investing in governance and technology to fight
crime and corruption.
— Direct access to customers supported by an
expanding partner network
The Wynyard Group markets and sells its products and services
directly through its international sales force and indirectly through its
growing partner network. That partner network now includes software
resellers, multi-national systems integrators, professional services firms
and federal government prime contractors, enhancing market
credibility, scalability and product distribution capacity.
Strategically positioned to access the Wynyard Group’s
key target markets
Toronto
London
Arlington VA
Dubai
Sydney
Auckland
Source: Wynyard Group
24. http://www.unodc.org/toc/

Section 6 — Industry overview and investment highlights — 29
7.
— Investing in innovation and product
commercialisation
The Wynyard Group has access to world-class talent in crime science
research, product commercialisation and market execution. The
Wynyard Group’s crime science research, software development and
product commercialisation capability has been developed over more
than 20 years, bringing together leading industry experts, analytics
specialists and advanced technology teams.
The success of, and outlook for, the Wynyard Group is underpinned by
anticipating customer needs, developing and commercialising relevant
products and innovative solutions that have been purpose-built to solve
emerging high value problems.
8.
— Experienced board and management team
advised by renowned industry experts
The Wynyard Group is led by a strong and experienced
management team. The management team is supported by
a highly innovative workforce with proven sales, marketing and
product development expertise.
The composition of Wynyard’s board accesses a broad range of
skills and expertise from the finance, infrastructure and high-growth
technology industries, together with strong governance and leadership
experience relevant to the business.
In addition, the Wynyard Group can draw upon an international
advisory team comprising leading experts in threat assessment,
criminal intelligence, serious crime investigations and digital forensics.
These industry advisers provide guidance on access to markets,
operational strategy and product development based on their deep
domain knowledge and skills.
Wynyard’s board and management team are profiled in section 8
entitled “Directors, Senior Management and Corporate Governance”
and Wynyard Group’s industry advisers are profiled in section 7 entitled
“The Wynyard Group and its Business”.

30 — Industry overview and investment highlights — Section 6
Crime?
— Location data
Location : London, United Kingdom
Time : 08:04:52
Date : 20.05.12

Section 6 — Industry overview and investment highlights — 31

32 — Industry overview and investment highlights — Section 6
Analysis
—— Things are not always as they seem.
Protecting companies and countries has
never been more challenging.
The world is constantly changing, and so are the challenges the
world faces. There are risks that are known, events that need to
be understood, and there are new threats not yet imagined.
In this challenging environment assessing threats, managing risks,
surfacing intelligence and investigating events can be simplified
using new tools.
The Wynyard Group’s four powerful, integrated software products help
protect essential services in government, financial services and critical
infrastructure and help solve problems that continue to grow in scale,
complexity and impact by connecting risk management, intelligence
and investigations processes.
The Wynyard Group’s products do not make decisions – but help
intelligence and investigations specialists make connections that
otherwise simply wouldn’t be made.
Wynyard Risk
Management*
automates
collection and
assessment of
risks and presents
them on an easy
to understand
risk matrix.
Wynyard
Intelligence*
automatically
surfaces intelligence
showing how
persons or groups
of interest are
connected by
communications
or events.
Wynyard Digital
Forensics*
expedites the
collection and
processing of digital
evidence or new
intelligence from
public sources.
Wynyard
Investigations*
purpose-built to
manage complex
investigations while
protecting identities
and civil liberties.
* Selected screens and images of dynamic user interfaces
from the Wynyard Group’s software products

Section 6 — Industry overview and investment highlights — 33

34 — The Wynyard Group and its business — Section 7
Section 7
— The Wynyard Group and its business
— Evolution of the Wynyard Group
Methodware acquired
(founded 1985)
July 2007
Intelligence R&D
commenced
March 2011
Wynyard Intelligence
Financial Crime
launched
May 2012
Investigator launched
September 2007
Methodware Kairos
launched
March 2011
Wynyard Group
rebranding
and launch
First quarter 2012
— Compiling a compelling product portfolio
The Wynyard Group and its businesses originally formed part of the
Jade group. Jade acquired the shares in WNZ and its subsidiaries (then
branded “Methodware”) in July 2007. At that time WNZ was in the
business of developing, distributing, marketing and selling software in
respect of enterprise risk management internationally and owned what
is today the Wynyard Risk Management product. In 2007 Jade also
entered into a product commercialisation agreement with the Australian
Federal Police for the development and exclusive distribution of Jade
Investigator – which is Wynyard Investigations today.
In 2011, four core members of what is today the Wynyard Group
executive team developed a plan to assemble a product portfolio that
could connect three mission critical processes – risk management,
intelligence and investigations – to provide software tools to help solve
growing threat, crime and corruption problems in the finance,
government and critical national infrastructure sectors.
After extensive market research and global testing, Jade’s shareholders
approved increased investment in product development, and
restructured its risk management subsidiaries (branded “Methodware”
at the time) to provide a direct sales and services channel for the
expanded product offering. These strategic decisions gave the
Wynyard Group immediate access to a global financial services,
government and national infrastructure customer base.
In December 2011 Wynyard was incorporated as a non-trading
subsidiary of Jade and in early 2012, “Wynyard Group” was launched
as a brand and discrete business unit of Jade. The Wynyard Risk
Management product and Wynyard Investigations product were offered
internationally through Methodware’s rebranded offices and sales
channels. The Wynyard Group also assumed management of several
Jade financial services accounts as foundations for the launch of its
Wynyard Intelligence product.

Section 7 — The Wynyard Group and its business — 35
Wynyard Digital
Forensics acquired from
New Zealand Police
August 2012
UAE expansion
November 2012
Wynyard Group
separated from Jade
April 2013
Wynyard Intelligence
Government launched
August 2012
Wellington Office
opened
October 2012
Wynyard Knowledge
launched
April 2013
Arlington, VA
office opened
May 2013
The Wynyard Intelligence product was launched in mid-2012,
securing one of the world’s largest police forces and high profile
crime and corruption inquiries as its first customer. By the end of 2012,
the Wynyard Group had successfully secured more than 30 financial
services Customers 25 for Wynyard Intelligence.
Wynyard Digital Forensics was acquired by the Wynyard Group from
the New Zealand Police in August 2012, completing the current
product portfolio.
In late 2012, the Wynyard Group significantly expanded its operations
in the United Kingdom and the United Arab Emirates markets. The
Wynyard Group also entered into a strategic alliance with Northrop
Grumman Corporation in preparation for expansion into the US and
opened a temporary office in Arlington, Virginia in May 2013 and has
entered into a non-binding heads of agreement for permanent premises.
On 1 April 2013, the Wynyard Group was separated from the Jade
group in preparation for an Initial Public Offering and listing on the
New Zealand Stock Exchange. As part of the restructuring, the
Wynyard Group acquired the intellectual property rights in the Wynyard
Intelligence and Wynyard Investigations products and contracts with
financial services customers and customer contracts for Wynyard
Investigations and Wynyard Intelligence entered into pre-2012 from a
range of Jade entities. While Wynyard personnel designed, developed
and maintained the Wynyard Intelligence and Investigations products,
Jade funded such development and carried those products as assets
on its balance sheet prior to acquisition by the Wynyard Group. At the
time of this acquisition, the Wynyard Group already owned the Risk
Management business and the Digital Forensics business and already
held the customer contracts for the Wynyard Investigations and
Wynyard Intelligence products entered into in 2012 and 2013.
Jade’s Managing Director Craig Richardson resigned from that role to
be appointed Managing Director of the Wynyard Group in January 2013.
25. See the definition of the term ‘Customer’ in section 13 entitled “Glossary”.

36 — The Wynyard Group and its business — Section 7
The assets acquired by the Wynyard Group from Jade entities (total purchase price $23.6 million) and the assets already held
by the Wynyard Group at that time are shown below:
Wynyard Group
Jade Entities
Risk Management
Software and Intellectual Property
All Customer Contracts
Intelligence
Software and Intellectual Property
Customer Contracts signed pre-2012
Customer Contracts signed in 2012
and 2013
Investigations
Software and Intellectual Property 26
Customer Contracts signed pre-2012
Customer Contracts signed in 2012
and 2013
Digital Forensics
Software and Intellectual Property
All Customer Contracts
Acquired
Acquired
Acquired
Acquired
Intelligence
Software and Intellectual Property
Customer Contracts signed pre-2012
Investigations
Software and Intellectual Property
Customer Contracts signed pre-2012
The Wynyard Group employs or contracts more than 120 personnel
including the specialist resources required to research, develop,
market, sell and service its four core software products. Like most
businesses, the Wynyard Group contracts with third parties to provide
some services it considers non-core to its growth strategy or where
they can be delivered more effectively or efficiently by a third party.
Further information on the restructuring to effect this separation is
described further in section 12 entitled “Statutory Information” under
the heading “Other Material Matters”.
— The Wynyard Group’s Business
1 — Business portfolio
The Wynyard Group has a portfolio of four advanced software products
covering risk management, intelligence, investigations and digital
forensics solutions which help protect mission critical operations across
financial institutions, government and critical national infrastructure.
The Wynyard Group has developed a powerful platform for helping
solve connected problems, expediting the collection of critical evidence
and intelligence, and delivering valuable content to customers.
(a) Problem solving products
The Wynyard Group offers three core problem solving products
designed across a common platform, so that they can be deployed
individually or rapidly assembled as comprehensive solutions.
Wynyard Risk Management
Wynyard Risk Management software helps solve growing
governance, operational risk management and compliance
problems by assessing threats, managing risks and monitoring
compliance with operating procedures, policies, regulations
and legislation.
Wynyard Risk Management covers areas such as national threat
assessment, enterprise risk management, corporate governance,
regulatory and compliance.
The Wynyard Risk Management product was originally launched in
1985, but was completely re-engineered and rebranded in 2011
enabling access to large national and multi-national customers.
Customers include Dubai International Airport and Lloyd’s of London.
– See the case study on page 38
26. Some intellectual property in the Wynyard Investigations product is owned by the
Australian Federal Police. The Wynyard Group has an exclusive worldwide right to extend,
develop, commercialise and resell the product (see section 12 entitled “Statutory
Information” under the heading “Other Material Matters”).

Section 7 — The Wynyard Group and its business — 37
Wynyard Intelligence
Wynyard Intelligence rapidly analyses structured and unstructured
data, surfacing patterns, behavioural insights, entities of interest
and suspicious events. Its two applications are: Financial Crime
and Government Intelligence.
Wynyard Intelligence provides a platform for collecting, processing
and surfacing money laundering and fraud transactions in the
financial sector.
In addition, the Wynyard Group has a growing government
intelligence customer base, providing government agencies with
the tools to help surface trans-national and organised crime (such
as trafficking of drugs, firearms, humans and counterfeit products).
The Wynyard Intelligence product was launched in 2012 and has
already secured more than 70 Customers. 27
The Wynyard Group also maintains some well established secure
transaction processing applications for certain financial institutions
and government agencies in New Zealand, Australia and the
United Kingdom. These applications manage financial transactions
and non-financial information for these institutions. Wynyard
Intelligence interrogates these applications for potential money
laundering and fraud where the customer has provisioned
Wynyard’s financial crime service.
– See the case study on page 41
Wynyard Investigations
Wynyard Investigations was designed by investigators for
investigators and offers the highest levels of operational security
and integrity.
Wynyard Investigations software helps solve growing investigation
integrity, case load and data veracity problems. It operates within
serious crime and complex investigations, validating intelligence,
securing and disclosing evidence, managing informants and
protecting witnesses.
(b) Data collection tools
Wynyard Digital Forensics expedites the collection and rapid
processing of digital evidence and open-source intelligence data.
As the volume, variety and velocity of data continues to grow, so
too does the demand for new data collection tools.
Wynyard Digital Forensics
Wynyard Digital Forensics rapidly and safely extracts data, videos,
images and logs from digital devices such as smart phones, tablets,
laptops and servers. Evidence is imaged, validated and stored
centrally for investigators to access securely from any location.
Wynyard Media allows open-source intelligence to be collected and
selectively added to investigations or central intelligence holdings.
The Wynyard Digital Forensics product was acquired from the
New Zealand Police in August 2012. In late 2012, Wynyard Group
re-engineered the product for commercialisation in global markets.
Wynyard Digital Forensics is used by major police forces in
New Zealand and the United Kingdom.
– See the case studies on pages 41 and 44
(c) High value content
Wynyard Knowledge channels relevant subscription-based
content, ranging from regulatory compliance guides to watch lists
to the Wynyard Group’s financial crime customers. The Wynyard
Group’s content-delivery partnership with multi-national media and
information companies helps these customers identify, evaluate
and avoid business and regulatory risk. The Wynyard Group
continues to increase its targeted, high value content offering
as it expands its customer base and global coverage.
(d) Expert professional services
The Wynyard Group is an expert in the design, deployment and
management of specialist software solutions. The Wynyard Group
has a presence in six countries and also has partnerships with
systems integrators, professional services firms and prime government
contractors to provide local expert professional services
Some of the intellectual property in the Wynyard Investigations
software was developed by Jade with, and is owned by, the
Australian Federal Police. The Wynyard Group has an exclusive
worldwide right to extend, develop, commercialise and resell the
product (see section 12 entitled “Statutory Information” under the
heading “Other Material Matters”).
Wynyard Investigations is used by over 50 police forces and other
criminal investigative agencies, including specialist and major law
enforcement agencies in the United Kingdom, Australia,
New Zealand and Asia.
– See the case study on page 42
27. See the definition of the term ‘Customer’ in section 13 entitled “Glossary”.

38 — The Wynyard Group and its business — Section 7
Wynyard Group
— Risk Management
Intelligence
Investigations
Digital Forensics and Media
— Managing risks for the world’s fastest
growing airport
— Safe travelling
Dubai International Airport is the fastest growing airport in the world,
by seat capacity.
Traffic has doubled in less than seven years to an estimated 65.4 million
passengers in 2013. A new $4.5 billion terminal opened last year. The
2020 strategic plan challenges Dubai Airport to increase passenger
handling numbers to 98 million surpassing London Heathrow Airport
in 2015.
Since 2007 Dubai Airport has used Wynyard Risk Management to help
handle risk management in this dynamic and demanding environment.
Dubai Airport evaluated a range of specialist risk management software
solutions, before selecting the Wynyard Group.
— Wynyard Risk Management
Wynyard’s Risk Management software helps Dubai Airport to:
— create a professional discipline for risk management within the
business culture
— easily collect and organise risk information from many different
sources and in vast quantity
— show risk management data uniquely relevant to it
— track and filter threats and risks on demand
— prepare personalised dynamic reporting dashboards for each
user so that risks are easier to interpret and manage effectively
— automatically generate concise, practical, easy to understand,
regular and on-demand reports.
Wynyard Risk
Management
software illustrating
incident type
barchart.
Wynyard Risk
Management
software risk matrix.

Section 7 — The Wynyard Group and its business — 39
— Location data
Location : Dubai Arrivals Hall
Time : 08:46:05
Date : 12.06.12
GPS : 25.2556, 55.3615

40 — Wynyard The Wynyard Group and Group its business and its — business Section 7 — Section 7
— Location data
Location : Classified
Time : Classified
Date : Classified

Section 7 — The Wynyard Group and its business — 41
Wynyard Group
Risk Management
— Intelligence
Investigations
— Digital Forensics and Media
— Untangling complex investigations
— Breaking the backlog
Wynyard Intelligence and Wynyard Digital Forensics were deployed in a
high profile, highly secure trans-national confidential crime and corruption
investigation by one of the world’s largest police forces. The vast
quantities of structured and unstructured data, combined with complex
privacy, disclosure and dissemination rules led to a backlog of hundreds
of seized digital devices, and tens of millions of unprocessed emails
and documents containing valuable evidence and intelligence.
— Wynyard Intelligence
Wynyard Digital Forensics
In this case, Wynyard Intelligence and Wynyard Digital Forensics were
deployed together. Wynyard Digital Forensics rapidly cleared the seized
device backlog in a forensically safe manner. At the same time Wynyard
Intelligence automatically extracted names, places, times, conversations,
relationships and connections from the data, surfacing new lines of
inquiry and persons of interest to the investigation.
View a Wynyard Intelligence explanatory video
at www.intelligentinvestment.co.nz
Wynyard Intelligence
software radial menu
showing link options.
Wynyard Intelligence
software visualising
email connections.

42 — The Wynyard Group and its business — Section 7
Wynyard Group
Risk Management
Intelligence
— Investigations
Digital Forensics and Media
— Emergency orphanage shutdown
— Stopping human trafficking
SISHA is a Southeast Asia-based not-for-profit organisation working to
combat forced labour and human trafficking. In the year to 30 June
2012, SISHA conducted 115 investigations, delivered over 4000 hours
of case management, legal counsel and consultation and provided
police training in three provinces across the region.
Southeast Asia has an estimated 11 million people ensnared in
modern-day slavery. Trafficking takes place domestically as well as
trans-nationally and there is no country in the region that is not involved
either as a source, transit point or a destination.
Early this year, SISHA investigators worked with multiple government
agencies when many of the more than fifty children under care at the
unregistered orphanage fled. SISHA located the missing children,
folded in social services including emergency shelter, took statements,
allocated treatment, managed the legal paperwork for the children and
provided representation for them in court.
— Wynyard Investigations
Wynyard Investigations assisted SISHA staff to track the current status,
location, relationships, treatment and prognosis of any child at any time.
The accuracy of this information and the evidence collected through the
case management process enabled SISHA to build a solid human
trafficking case sufficient to close the orphanage within three weeks.
Twenty one children, aged from 3 months to 17 years, have been
rescued and placed in care. The investigation is ongoing.
SISHA receives financial and capability support from the Wynyard
Group to help fight human trafficking and abuse.
View a Wynyard Investigations explanatory video
at www.intelligentinvestment.co.nz
Wynyard Investigations
software illustrating
case file content.
Wynyard Investigations
software showing
connections between
locations and people.

— Location data
Location : Classified
Time : 02:03:13
Date : 08:45:06
Section 7 — The Wynyard Group and its business — 43

44 — The Wynyard Group and its business — Section 7
Wynyard Group
Risk Management
Intelligence
Investigations
— Digital Forensics and Media
— Seizing trans-national child pornography
— The end of the road
Borders, whether they be land crossings, ports or airports, are areas
of both critical importance and high risk. Multiple government agencies
work together at border crossings to protect countries from incoming
risks and threats. Border control staff are under time pressure to process
the large numbers of people and volumes of goods that are continually
transiting borders and at the same time they must be vigilant and able
to identify and act on both expected and unexpected scenarios.
In 2012, customs officers at the border of a southern hemisphere
country intercepted a suspected paedophile and seized a USB
memory stick.
— Wynyard Digital Forensics
Using Wynyard’s Digital Forensics software, customs officers
interrogated the device immediately, quickly identifying a number of
offensive images. Every step of the process was carefully executed
using a forensically safe process.
Metadata, including geotags, was extracted from the image files and
used to help determine the origin of the images.
Within 24 hours of the interception, customs officers had provided
location details to authorities from another country which were
used to raid the suspected premises. A number of abused children
were rescued.
This case highlights areas that have previously frustrated law
enforcement and investigation agencies when faced with digital devices
obtained from suspects. Firstly the tools required to extract data are
often not conveniently located, meaning seized digital devices must be
transported offsite for processing.
Secondly, limited expert resource is available for determining the
technical specifics of the many digital devices used in the world today
and because the software required to extract data successfully is
complex there is often a large backlog of seized devices waiting to
be processed.
Wynyard’s Digital Forensics enables digital devices to be
processed without delay and without the risk of compromising
legal prosecution processes.
Wynyard Digital
Forensics software
illustrating video data
source.
Wynyard Digital
Forensics software
illustrating case
search.

— Location data
Location : Classified
Time : Classified
Date : Classified
Section 7 — The Wynyard Group and its business — 45

46 — The Wynyard Group and its business — Section 7
2 — Revenue model
The Wynyard Group generates revenue from the sale of its specialist:
— Software products with additional support and new software
upgrade packages
— Software-as-a-service (SaaS)
— Software implementation and user training services
The Wynyard Group has two standard commercial options for
customers to select from:
— Perpetual option: the customer is charged a non-recurring fee
that entitles the customer to use the current version of the
software in perpetuity. Each year, the customer also pays for a
support and new software upgrade package which costs 20-25%
of the initial non-recurring fee. The Wynyard Group’s typical
customer commitment under its standard terms is 3-5 years.
At the end of this commitment, the customer may choose to stop
receiving the support and software upgrade package, or renew
the package for 1, 3 or 5 years. The customer may also pay for
software implementation and user training services through the
life of the agreement.
This option is available for Wynyard Risk Management and
Wynyard Investigations. The quantum of the non-recurring and
recurring fees are determined by the number of users licenced
to use the software.
— Term (Subscription) option: the customer is charged a recurring
annual fee which entitles the customer to use the software or
SaaS, including support and upgrades, for an agreed term. The
Wynyard Group’s typical customer commitment under its standard
terms is 3-5 years. At the end of this commitment, the customer
may choose to renew their subscription for 1, 3 or 5 years. If they
do not renew their subscription they can no longer use the
software or SaaS. The customer may also pay for software
implementation and user training services through the life of the
agreement.
This option is available for the Wynyard Group’s products. The
annual recurring fee is determined either by the number of users
licenced to use the software (Wynyard Risk Management and
Wynyard Investigations) or the volume of data (or transactions)
licenced to be processed by the software (Wynyard Intelligence
and Wynyard Digital Forensics) with unlimited users in the
customer’s organisation.
Non-recurring revenue is billed in advance and recognised in Wynyard’s
operating results in full in the reporting period the agreement is
executed by the customer. Recurring revenue is billed annually in
advance and recognised in the Wynyard Group’s operating results
phased equally across the year ahead.
Software implementation and training services are normally billed as
day rates in arrears and recognised as professional services as
delivered.
Sustainable recurring revenue 28
(NZ$m)
Revenue by product 28
(NZ$m)
30
25
20
15
10
5
0
2012 2013F 2014F
30
25
20
15
10
5
0
2012A 2013F 2014F
Recurring
Non-recurring
Risk Management
Intelligence
Professional Service
Research and other
Investigations
Digital Forensics
Other
Source: Wynyard Group
Source: Wynyard Group
28. These forecast revenues by product and type have been extracted from the prospective
financial statements in section 10 entitled “Prospective Financial Information”. Section 10
includes the principal assumptions on which those prospective financial statements
are based.

Section 7 — The Wynyard Group and its business — 47
Wynyard Group’s preferred pricing model and deployment options by product
Deployment Options Risk Management Intelligence Investigations Digital Forensics
Financial Crime
Government
SaaS
Private Cloud
Public Cloud
On-Premise
Appliance
PRICING MODEL No. of Users Transaction Volume Data Volume No. of Users Data Volume
The Wynyard Group’s products can be deployed on-premise, in a
public or private cloud, as a secure SaaS (in selected countries) or as
an appliance (including both software and hardware).
The Wynyard Group is focused on growing sustainable, high quality
recurring revenue by not only increasing its international footprint,
vertical market penetration and partner distribution channels, but also:
— Increasing the number of products customers purchase from
Wynyard Group’s complementary, integrated product portfolio
— Targeting larger customers with more potential users of the
software to endeavour to increase both non-recurring and
recurring revenue
— Targeting customers with growing structured and unstructured
data collection and processing problems and thereby increasing
recurring revenue
— Increasing the proportion of customers who select the term/
subscription option to endeavour to increase recurring revenue
— Increasing the mix of customers who select long term contracts
— By focusing on customer lifetime value rather than one-off
transactional, opportunistic engagements

48 — The Wynyard Group and its business — Section 7
Wynyard Group’s recurring revenue growth drivers
Wynyard
Intelligence
Open Source
Module
Wynyard
Intelligence
Prediction
Module
Risk data
Recurring
revenue
Wynyard
Risk
Management
National risk
Enterprise risk
Operational risk
Wynyard
Investigations
Cyber crime
Trans-national crime
Financial crime
Gangs
Drugs
Violent crime
Wynyard
Digital
Forensics
USB
Cameras
CCTV
PCs
Mobiles
Servers
Farms
Cloud
Wynyard
Intelligence
Open-source intelligence
Financial intelligence
Geo-spatial intelligence
Signals intelligence
Human intelligence
Web pages
Speeches
Radio and TV
Aljazera, BBC
Chat
Email
New groups
Web cam
Video
Photos
Blog
Twitter
Facebook
YouTube
Crawls
Extracts
Metadata
Investigations data
Forensics data
Intelligence data
Open-source
intelligence data
User-based pricing
Data volume-based pricing
The Wynyard Group usually licences and prices the Wynyard Risk
Management and Wynyard Investigations products based on the
number of users the customer has of the software (user-based pricing).
The Wynyard Group usually prices the Wynyard Digital Forensics and
Wynyard Intelligence products based on the volume of data, or
transactions, processed by the software for the customer (data
volume-based pricing). As the Wynyard Group’s target market is large
enterprise customers with many users and growing volumes of data or
transactions, Wynyard’s product portfolio and pricing models have
been designed to maximize customer lifetime value and recurring
revenue based on the underlying growth drivers for each product
and across the product portfolio.

Section 7 — The Wynyard Group and its business — 49
3 — Customers
Key customer categories
Financial services Government National infrastructure
Banking
Insurance
Wealth management
Exchanges
Homeland security
Law enforcement
Corrections
Inland revenue
Welfare and benefit
Energy
Water
Communications
Transport
Secure government facilities
The Wynyard Group has more than 400 Customers 29 including Fortune
500 companies, leading national security and justice agencies and
critical infrastructure assets. The Wynyard Group is constrained from
revealing the identity of many of its customers as it contracts with a
variety of governmental and corporate organisations whose activities
are highly confidential and sensitive.
The Wynyard Group’s commercial-off-the-shelf products and modular
solutions are sold globally through Wynyard Group’s direct sales
channels, as well as through strategic partners, systems integrators
and selected teaming partners.
29. See the definition of the term ‘Customer’ in section 13 entitled “Glossary”.

50 — The Wynyard Group and its business — Section 7
01
4 — Wynyard Group Industry Advisers
The Wynyard Group has attracted an international team of leading threat assessment,
criminal intelligence, serious crime investigations and digital forensics experts. These
advisers provide access to market networks and guidance on strategy and product
development based on their deep domain knowledge, skills and operational experience.
The Wynyard Group currently has three named advisers and one confidential adviser.
Wynyard Group’s industry advisers:
02
03
04
01 – Mr. Bob Murrill
— Ret. Commander Covert Policing,
London Metropolitan Police
With a Masters Degree in Investigative
Forensic Psychology and a 33 year career
with the London Metropolitan Police,
Mr. Murrill led serious crime investigation
teams, and the anti-terrorist and
anti-corruption branches. At retirement,
he was the Commander in charge of the
Covert Policing branch at New Scotland
Yard with responsibility for undercover
deployments, the management of
informants, witness protection and covert
operational methodology and support.
02 – Mr. Louis E. Grever
— Ret. Executive Assistant Director
Science and Technology, United
States Federal Bureau of
Investigation (FBI)
03 – Mr. Dave Johnston
— Ret. Commander Homicide
and Serious Crime, London
Metropolitan Police
Mr. Johnson was most recently
Commander of the Metropolitan Police’s
Homicide and Serious Crime Group.
He led a number of high profile British
investigations including the Torso in
the Thames and the re-investigation
of the Damilola Taylor murder. He also
advised the Suffolk police on the Ipswich
Serial Murders.
04 – Confidential Adviser
The Wynyard Group’s confidential digital
forensics adviser is currently head of digital
crime for a large national police force.
Mr. Grever recently retired from a 24-year
career with the FBI. He most recently led
the FBI Science and Technology Branch
in Quantico, Virginia where he was
responsible for the operational
technology, laboratory and criminal justice
information services divisions.
01 – Mr. Bob Murrill
02 – Mr. Louis E. Grever
03 – Mr. Dave Johnston
04 – Confidential Adviser
Mr. Grever is a recipient of a Presidential
Meritorious Executive Rank Award and
the U.S. Intelligence Community’s
Distinguished Service Medal.

Section 7 — The Wynyard Group and its business — 51
5 — Growth strategies – a clear 4 step global
growth plan
The Wynyard Group has gained an international reputation for leading the
way in developing advanced software and next generation techniques
for assessing risk, detecting and preventing crime from occurring.
The Wynyard Group has a presence in 6 regions and its products are
already used by Fortune 500 companies, national security agencies
and nations’ most critical infrastructure.
The Wynyard Group is now positioned to support its product portfolio
through executing a focused 4 step growth plan to accelerate
international expansion and market penetration:
(a) Extend innovation leadership by strengthening its powerful
software tools and applying new techniques to reduction of
risk, crime and corruption
Central to the Wynyard Group’s success has been the ability
of its customers to deploy Wynyard’s affordable enterprise grade
applications rapidly without the financial risk, operational risks or
ongoing cost burden of competing vendors and solutions. The
Wynyard Group’s rapid to deploy, easy-to-use, commercial-off-theshelf
and secure SaaS products embody the latest methods and
techniques researched and developed by its dedicated Crime
Science Research Centre.
Wynyard intends to continue to invest in innovations to arm its
customers with powerful tools that deliver the best results. Wynyard
is focused on leading the market in software products for the
prediction, detection and prevention of risks and serious crime.
(b) Expand its customer base
(c) Develop and deepen its global partnership eco-system
The Wynyard Group has established strong relationships with other
like-minded organisations in its industry to deliver best-in-class
solutions to customers. These technology and services partners
enable the Wynyard Group to increase the speed of deployment
and functionality of its commercial-off-the-shelf applications and
offer a wide range of integrated services to its customers. The
Wynyard Group intends to support its partners in the growth of
their Wynyard portfolio sales and also allow third parties to
integrate Wynyard products into their own solutions.
The Wynyard Group’s near term focus is on expanding partnerships
with federal government contractors, multi-national systems
integrators and premium enterprise software resellers.
(d) Leverage the Wynyard Group’s distinctive culture
A distinctive culture has been the foundation of the Wynyard
Group’s success to date and is a critical requirement of its growth
agenda. The Wynyard Group values loyalty, curiosity, focus on
meaningful pursuits and a dogged determination to get the job
done. Most importantly the Wynyard Group’s close alignment of its
cause with that of its customers has attracted a global advisory
board of renowned experts, industry experienced professionals
and a dynamic team of world-class technology engineers. These
deep qualities and capabilities will continue to attract the talent that
will fuel the Wynyard Group’s growth and continued intimate
engagements with customers.
Note: The key risks to Wynyard’s growth strategies are set out in
section 5 entitled “Answers to Important Questions” under the
heading “What are my risks”.
Wynyard believes there are substantial opportunities to increase the
size of its enterprise customer base across government, financial
services and national infrastructure due to the increasing and
common problems Wynyard products help solve in these industries.
Due to the age, ongoing cost and inherent limitations of legacy
systems designed to address yesterday’s problems, the Wynyard
Group expects a wave of investment in new advanced intelligence
software for predicting, detecting and preventing crime, and
increasing demand for replacement commercial-off-the-shelf
enterprise risk management and investigations applications.
The Wynyard Group is continuing to invest aggressively in its direct
sales, indirect sales and marketing capabilities to acquire new
customers and grow existing customers.

52 — The Wynyard Group and its business — Section 7
6 — Technology platform
The Wynyard Group’s underlying technology platform enables simple
integration to minimise deployment time and creates opportunities for
cross-selling products to existing customers. The Wynyard Group’s
modular software application suite can be deployed separately or
rapidly assembled for client and industry specific solutions.
Conceptually there are three layers of technology:
(a) Data Platform – The data platform uses mainstream relational
databases, powerful specialist operational data stores and high
performance processing engines to perform search operations,
data aggregation, and storage tasks. This is a flexible platform
that can be configured to ingest data intrinsic to the application
from many different sources and formats. The Wynyard Group’s
technology platform also has connectors to search external and
open-source data repositories.
(b) Component Platform – The component platform has common
modules for security, data exchange, search, visualisation, text
analytics, anomaly detection and rules. This platform framework
also allows open-source and licensed commercial software
components to be rapidly integrated into the data processing
layer of the Wynyard Group platform.
(c) Applications – There are currently four tightly coupled applications
on the Wynyard Group platform – Wynyard Risk Management,
Wynyard Intelligence, Wynyard Investigations and Wynyard Digital
Forensics. These applications can be deployed and operated
discretely, or multiple modules can be assembled as a solution
for specific financial services, government or critical national
infrastructure needs. In addition, Wynyard Knowledge provides
an application that delivers an expanding library of relevant content
and information to customers.
The Wynyard Group’s core technology is developed on the
Microsoft.NET platform together with some native Microsoft
Windows components. The Wynyard Group’s products also
include some exchangeable licences for third party and open
source components, which is common in such analytics
software applications.
7 — Data protection
Governments and other entities are increasingly being held accountable
for privacy and data protection by the public. Yet in many jurisdictions
and internationally, the shift to digital data and to on-line services has
outpaced laws to control data sharing, data accessibility and collection
and data ownership. Ensuring privacy and civil liberties are protected is
critically important to the Wynyard Group.
The Wynyard Group’s technology has not been adapted from tools
used for mainstream business intelligence or by the military. Further, the
Wynyard Group ensures high levels of data encryption and partitioning
to ensure individuals are only able to access and view data to which
they have security rights. The Wynyard Group’s research and
development environments are physically secure locations.
The Wynyard Group choose to do business only with reputable
organisations and government agencies, in selected regions.
Wynyard technology solution illustration
Applications
Wynyard Risk
Management
Wynyard
Intelligence
Wynyard
Digital Forensics
Wynyard
Investigations
Component
platform
Security Data exchange Workflow Search
Visualisation
Text analysis
Anomaly
detection
Prediction
Disclosure &
dissemination
Rules
engine
Open-source and
commercial
software
components
Data processing and
storage platform
Data processing and storage External sources

Section 7 — The Wynyard Group and its business — 53
8 — Intellectual property
The Wynyard Group’s intellectual property policy considers the risks,
commercial value and cost of protecting Wynyard Group inventions
globally. The Wynyard Group primarily relies on copyright protection
rather than patent protection.
Patenting of the Wynyard Group’s software is considered and reviewed
on a case by case basis taking into account the following:
— The nature of software means products evolve quickly meaning
that patent protection can quickly become outdated. The Wynyard
Group considers that in this environment the best protection is
rapid product innovation.
— Filing a patent requires that the invention must be disclosed so
the risks of disclosure have to be weighed against the commercial
value of patent protection.
— Patents are national rights and are relatively expensive to secure
and maintain because they have to be obtained in each country.
The Wynyard Group operates globally and is of the view that the
cost of patent protection often outweighs the commercial benefit
especially as copyright protection exists automatically for software.
Having regard to these factors, no aspects of Wynyard’s four core
products are subject to patents, and Wynyard primarily relies on
copyright protection in relation to these products.
The Wynyard Group has an established intellectual property policy and
conducts freedom-to-operate searches to reduce the risk of being
liable for intellectual property infringement.
9 — People
The Wynyard Group recruits world-class talent in product research and
development, and in marketing and global business development.
10 — Ongoing relationship with Jade
The Wynyard Group was separated from the Jade group on 1 April
2013. WNZ has since entered into an umbrella services agreement with
Jade under which WNZ will provide some technology maintenance and
support services to Jade in respect of its JADE software and Jade will
provide the following non-core services to the Wynyard Group:
(a) software application maintenance and support services to five
specified customers of the Wynyard Group in the financial services
sector;
(b) server hosting and remote software management services to
specified customers of the Wynyard Group;
(c) limited administrative services; and
(d) server hosting and communication infrastructure services of
Wynyard’s software development servers.
The Wynyard Group adds a margin to services provided by Jade and
other third party service providers where these services are for the
Wynyard Group’s customers.
Wynyard considers these services non-core to its software and
professional services business and to be on arms’ length commercial
terms. The Wynyard Group, however, directly employs the staff and
resources required to research, develop, market, sell and service its
four core software products and to provide specialist customer services.
Wynyard has considered the potential implications of Jade ceasing to
provide any of these services, and in Wynyard’s opinion alternative
arrangements could be put in place without any material adverse
consequences to Wynyard and its business operations. Further
information on the material contracts between Jade and the Wynyard
Group is set out in the section 12 entitled “Statutory Information” under
the heading “Material Contracts”.
The Wynyard Group is committed to nurturing diversity, developing
local talent and retaining experts in the high demand fields of
software engineering, data science, application development and
crime science research.
A robust talent selection process includes assessing candidates’
knowledge, skills, experience and capability to deal with complexity
and uncertainty and to maintain absolute privacy. Extensive
background, police and vetting checks are carried out on all
prospective employees.

54 — Directors, senior management and corporate governance — Section 8
Section 8
— Wynyard’s board of directors
01
02
03
04
05
06
07
01 – Mr. Murray Horn
02 – Ms. Susan Peterson
03 – Mr. Herb Hunt
04 – Mr. Guy Haddleton
05 – Mr. Craig Richardson
06 – Mr. Richard Twigg
07 – Dr. Raj Bhole

Section 8 — Directors, senior management and corporate governance — 55
— Wynyard has a strong, experienced, balanced board with
diverse skills drawn from industry leaders. The Board
comprises four independent directors, two non-executive
directors and one executive director.
— Independent Directors
01 – Dr. Murray Horn CNZM
— (Chairman) PHD (Harvard), M.Com
(First Class), B.Com – New Zealand
Dr. Murray Horn served in the
New Zealand Treasury for 18 years,
including four years as its Chief Executive
(Secretary to the Treasury). He
subsequently held a number of senior
executive roles with ANZ Banking Group,
including Managing Director of the
group’s New Zealand business and then
its international Institutional Banking
business out of Sydney, Australia. Dr.
Horn previously served on a number of
boards including the New Zealand
Tourism Board, represented New Zealand
at the OECD as a Governor at the World
Bank and as an Alternate Director at the
International Monetary Fund.
Dr. Horn joined the Board of Telecom
New Zealand in July 2007 and is currently
the Chairman of Telecom’s Audit and Risk
Management Committee. Dr. Horn is
currently a director of Marisco Properties
Limited which owns vineyards, developing
vineyard land and a winery in Marlborough.
He chaired the Minister of Health’s
Ministerial Review Group that reported
in July 2009 and is currently chair of
the Government’s National Health Board
and the Health Innovation Hub. Murray
received his doctorate from Harvard
University and has been awarded a
number of academic honours in
New Zealand and the United States.
02 – Ms. Susan Peterson
— BCom and LLB (Otago) –
New Zealand
Susan Peterson has strong financial and
governance background gained from a
long history with ANZ where she was
General Counsel and Company Secretary
for ANZ in New Zealand before holding a
number of other senior positions. Susan
led the establishment of ANZ’s second
registered bank in New Zealand in early
2009 and was appointed Managing
Director of the ANZ New Zealand Branch
early the following year.
In 2010, Susan led the acquisition and
integration of ING New Zealand’s
Insurance and Funds Management
businesses into ANZ before being
appointed General Manager, Wealth
Business and Performance
encompassing private banking, insurance
and funds management. Susan was also
a director on many of ANZ’s New Zealand
subsidiary company boards.
Susan is a Ministerial Appointee to the
National Advisory Council for the
Employment of Women, a member of the
NZ Markets Disciplinary Tribunal, a Board
member for IHC and a member of the
Strategic Advisory Group for the
New Zealand Heart Foundation.
03 – Mr. Herb Hunt
— United States
Herb Hunt has over 40 years’ experience
in senior global operational and strategic
roles in the technology industry with
leading companies including IBM, Siebel
Systems and Symphony Group. Herb’s
30 year tenure with IBM included a three
year stint as Chairman and CEO of IBM
NZ, before rising to lead operations in the
Asia Pacific and then Europe. After leaving
IBM in 2001, Herb spent five years with
Siebel Systems and then a further five
years with Symphony Technology Group
holding senior operational and strategy
roles with both companies. He is also
currently a director of Rakon Limited.
Currently, Herb heads his own company
in the US, which focuses on improving
performance in sales, services and
product development for international
technology companies.

56 — Directors, senior management and corporate governance — Section 8
— Non Executive Directors
04 – Mr. Guy Haddleton
— MBA (Otago) – New Zealand
Guy Haddleton helps build high growth
enterprise software companies. In 1990,
Guy founded Adaytum Software and grew
it into the global leader in enterprise
planning. He sold Adaytum to IBM Cognos
in 2003. In 2007 he co-founded Anaplan,
an Operational Planning and Business
Performance platform which allows
organisations to analyse, model, plan,
forecast, and report in the cloud. Anaplan
is currently one of the faster growing
enterprise software companies in the US.
In other entrepreneurial endeavours,
Guy was the founding Managing Director
of TV Direct, the UK subscription
management company for the Astra
Television satellite and served as a director
of Xero for three and a half years. Guy holds
an MBA from the University of Otago.
— Executive Director
05 – Mr. Craig Richardson
— BCom FCPA (Australia) MBA
– New Zealand
Craig Richardson was previously the
Managing Director of Jade, Chief
Financial Officer of Coca-Cola Amatil’s
(ASX:CCL) pacific operations and Vice
President Finance for BlueScope Steel
(ASX:BSL) for the region. Prior to this he
held senior finance and planning roles
with Vodafone in Australia and Sweden.
06 – Mr. Richard Twigg
— BSc (Hons) in Computer Science &
Accounting (University of
Manchester), Chartered
Accountant – Institute of Chartered
Accountants in England & Wales
(Skipton Investments Limited) –
United Kingdom
Richard Twigg is the Group Finance Director
of Skipton Building Society, the UK’s fourth
largest building society and the parent
company of Skipton Investments Limited.
He also chairs its Asset & Liability
Committee and is a member of the
Society’s Executive and Risk Committees.
He is also a Director of Jade. A Chartered
Accountant, Richard joined the Skipton
Group in 1993 and has since held a number
of senior roles within the Group. He was
appointed to the Skipton Board in 2002 and
is a Trustee of the Society’s Charitable
Foundation. Richard is also a Governor of
Ermysted’s Grammar and Menston Primary
schools in the UK.
07 – Dr. Raj Bhole
— M.D., FACS, FRCSC, FAAOS
(USA Health Investors LLC) –
United States
Dr. Raj Bhole’s background in technology
includes holding positions in numerous
software companies with a global
presence as President of FileVision USA,
Chairman of FileVision International,
Director of iP3 Systems, Director of Jade
and a Director of Fraame.
An orthopaedic surgeon, board member
and partner in the Resurgens
Orthopaedic Surgical Group in Atlanta,
GA, Dr. Bhole is a Diplomate of the
American Board of Quality Assurance and
Utilization Review. He is certified by the
American Board of Orthopaedic Surgery
and is a Fellow of the Royal College of
Surgeons in Canada, as well as a Fellow
of the American College of Surgeons.
Dr. Bhole has served as chairman of
TCMA, a large multi-specialty organisation
in Georgia (USA) and is a consultant or
advisor to several US-based health
related companies including Genesis and
South Florida Utilization Review. He is also
the Manager of USA Health Investors LLC.
Craig has also held senior executive roles
in finance, strategy and planning with
Vodafone in Sweden and Australia and is
a certified practising accountant and
fellow of CPA Australia. Craig is currently
a board member of Crown entity,
Callaghan Innovation. He has previously
been an independent director of
high-speed broadband company Enable
Networks, virtual community start-up
SmallWorlds and anti-human trafficking
not-for-profit SISHA. Craig was also the
New Zealand President of CPA Australia.

Section 8 — Directors, senior management and corporate governance — 57
— Wynyard’s executive team
01
– Location data
Craig Richardson
Location : Auckland, New Zealand
Time : 09:36:03
GPS : -36.82291, 174.75058
02
– Location data
Paul Stokes
Location : London, United Kingdom
Time : 08:46:05
GPS : 51.51469, -0.08742

58 — Directors, senior management and corporate governance — Section 8
03
– Location data
Saya Wahrlich
Location : Auckland, New Zealand
Time : 15:29:05
GPS : -36.844223, 174.768016
04
– Location data
Roger Jarquin
Location : Christchurch, New Zealand
Time : 08:46:05
GPS : -43.492510, 172.559733

Section 8 — Directors, senior management and corporate governance — 59
05
– Location data
Dean Cooper
Location : London, United Kingdom
Time : 08:46:05
GPS : 51.50439, -0.07658
06
– Location data
Murray Page
Location : Wellington, New Zealand
Time : 12:34:41
GPS : -41.27754, 174.77700

60 — Directors, senior management and corporate governance — Section 8
— Wynyard’s executive team is drawn from leading innovation
and technology companies and brings together skills as
diverse as research and development, software engineering,
finance management and commercialisation, along with deep
industry and subject matter expertise.
01 – Craig Richardson
— BCom FCPA (Australia) MBA
Managing Director – New Zealand
See Craig’s full biography under the
heading “Wynyard’s Board Of Directors”.
02 – Paul Stokes
— Chief Operating Officer
– United Kingdom
Paul Stokes was appointed Wynyard
Group COO in March 2012 and is
responsible for business development,
sales, services and support globally.
Paul’s primary role is to ensure the entire
Wynyard value chain is integrated across
its customers.
Paul was previously Managing Director of
Wynyard Group’s risk management
(Methodware) and investigations business
units. Prior to joining Wynyard Group,
Paul was a Vice President and Global
Client Executive for Perot Systems and
has previously held roles as Head of
Capital Markets for Cognizant, Detica and
Roundarch. Paul is currently completing
an MSc in Management at the London
School of Economics.
03 – Saya Wahrlich
— BSc (Tech) VP Global Marketing
– New Zealand
Saya is responsible for driving Wynyard’s
global marketing strategy supporting the
company to deliver its risk management,
intelligence, investigations and digital
forensics solutions to a portfolio of global
clients in the national security, public safety,
critical infrastructure and financial services.
Saya brings experience in strategy,
business development and marketing,
leading teams in large multinationals
to grow brands, build products and
market solutions.
Before joining Wynyard, Saya held various
management and marketing roles at 3M
NZ Ltd, the most recent being Strategic
Business Development Manager for
Australia and New Zealand. Saya holds
a BSc (Tech) and Post Graduate Diploma
in Business.

Section 8 — Directors, senior management and corporate governance — 61
04 – Roger Jarquin
— BEc Chief Technology Officer
– New Zealand
Roger Jarquin manages the Wynyard Group
Crime Science Research Centre and is
responsible for innovation, technology
research and product development.
Roger brings deep experience in data
storage and distributed computation from
Jade and leads a multidisciplinary team
working in the application of predictive
analytics and machine learning. He has
previously held senior research and
software development roles with
Burroughs and UNISYS Corporation.
Roger has previously been the visiting
industry professional adviser to the
University of Canterbury and chair of
Software Engineering Advisory Board and
helped establish the NZi3, New Zealand’s
National ICT Innovation Institute.
Roger holds a Bachelor of Economics
from Universidad Nacional Autonoma
de Nicaragua.
05 – Dean Cooper
— BSc VP Product Management
– United Kingdom
Dean is the VP Product Management and
works closely with Wynyard Group’s
industry advisers, key customers,
technology specialists and the Wynyard
Crime Science Research Centre to
design, develop and deploy Wynyard’s
products. He is responsible for making
sure Wynyard’s products are aligned with
customer and industry demands.
After graduating with a Bachelor of
Science from University of Canterbury,
Dean held senior software engineering,
product development and solution
architecture roles at Jade. Dean is a
trusted advisor to some of Europe’s
largest financial institutions, national
infrastructure operators and law
enforcement agencies.
06 – Murray Page
— BMS CA (New Zealand)
Chief Financial Officer
– New Zealand
Murray Page is Wynyard Group’s Chief
Financial Officer, overseeing Wynyard’s
global financial function. With a successful
career in finance and business spanning
two decades, Murray brings a proven
track record of delivering improved
business performance and stakeholder
value within both listed New Zealand
entities and large international companies
in Australasia and the United Kingdom.
Murray has held a number of key finance
and management roles including Chief
Financial Officer positions at Tiger Turf
Group, BTI New Zealand and Stella Travel
Services who acquired BTI. Murray
previously spent nearly 10 years with Air
New Zealand, holding a number of senior
financial and planning roles including Vice
President Commercial Planning and
General Manager Regional Airlines.
Murray has completed the Columbia
University New York’s senior executive
programme and holds a Bachelor of
Management Studies in Finance and
Accounting from the University of
Waikato. He is a Chartered Accountant
and member of NZICA.

62 — Directors, senior management and corporate governance — Section 8
— Shares held by Executive Team
The following ordinary shares are held by Wynyard’s executive team as at the date of the Offer Document:
Name Position held Number and class of Shares
Craig Richardson Managing Director 474,500 Shares 30
Murray Page Chief Financial Officer 140,525 Shares
Paul Stokes Chief Operating Officer 374,125 Shares
Roger Jarquin Chief Technology Officer 282,875 Shares
Saya Wahrlich VP Global Marketing 63,875 Shares
Dean Cooper VP Product Management 282,875 Shares
In addition, the following senior managers hold the following ordinary shares in Wynyard:
— Nevin Grieve (VP Government) holds 84,863 Shares;
— Arun Raj (VP Global Services) holds 84,863 Shares; and
— Jon Piercey (VP Asia Pacific) holds 36,500 Shares.
The executives and above senior managers have agreed with Wynyard
and Jade that they cannot sell any of the above Shares until after
Wynyard has announced to the market its financial results for the
financial year ended 31 December 2014, and otherwise only in
accordance with the Wynyard director and employee share trading
policy. These Shares were issued prior to the Offer and are subject to
the escrow arrangement set out above. These Shares will be fully paid
up immediately prior to the allotment of the Shares under this Offer by
the senior employees from bonuses paid by Jade agreed to while these
employees were part of the Jade group, reflecting recognition of the
work undertaken by these senior employees in developing the different
businesses operated by Wynyard to this point. With Jade effectively
paying up these Shares for the senior employees, the issue price for
these Shares was determined by taking into account the need for
Wynyard to raise capital to further its business objectives, and the
escrow arrangements. The total consideration for these ordinary shares
that will be received by Wynyard indirectly from Jade through the
employee bonuses will be $1,037,100.00.
Details of Shares held by the Directors of Wynyard or associated
persons of Directors of Wynyard is set out in section 12 entitled
“Statutory Information” under the heading “Interested Persons”.
30. This number of shares only includes the number of shares held in Wynyard by Craig
Richardson from the bonus paid by Jade. In addition to these shares, Craig Richardson has
an interest in 153,048 shares which are held by Monday Limited. Craig Richardson holds
50% of the shares in Monday Limited. These shares are not subject to any sales restrictions
other than those contained in Wynyard’s director and employee share trading policy.

Section 8 — Directors, senior management and corporate governance — 63
— Employee long term incentive plan
Wynyard intends to establish prior to Listing a long term incentive plan for Wynyard’s executive team and senior managers. The plan is intended to
attract, retain and reward such employees.
Wynyard has applied to NZX for a waiver from Listing Rule 7.6.1, which relates to limitations on the redemption of shares, in respect of the plan.
If it is successful in obtaining such a waiver, Wynyard intends to issue under the plan in aggregate 2,496,000 partly paid non-voting redeemable
ordinary shares with no dividend rights to all executives based in New Zealand and in aggregate 2,304,000 options to all executives and three
senior managers based outside of New Zealand, as follows:
Name Position held Number and class of Shares
Craig Richardson Managing Director 1,200,000 partly paid redeemable ordinary shares
Murray Page Chief Financial Officer 480,000 partly paid redeemable ordinary shares
Paul Stokes Chief Operating Officer 960,000 options
Roger Jarquin Chief Technology Officer 576,000 partly paid redeemable ordinary shares
Saya Wahrlich VP Global Marketing 240,000 partly paid redeemable ordinary shares
Dean Cooper VP Product Management 576,000 options
Nevin Grieve VP Government 288,000 options
Arun Raj VP Services 336,000 options
Jon Piercey VP Asia Pacific 144,000 options
The redeemable ordinary shares and options will be issued to each
participant in two equal tranches.
The redeemable ordinary shares will be issued partly paid to 1 cent per
share to participants. The issue price of these shares is the Price under
the Offer plus a premium of 8%, with the balance of the issue price
payable upon a call being made by Wynyard.
Each option will entitle the holder to acquire one Share ranking equally
with all other Shares on issue. No issue price will be payable for the
grant of the options, but each participant will be required to pay to
Wynyard the exercise price if they exercise the options.
The exercise price for each option will be an amount equal to the Price
of the Shares under the Offer plus a premium of 8%.
A participant will be able to pay up the redeemable ordinary shares in
full, or exercise the options and pay the exercise price (as applicable):
(a) relating to tranche 1, if financial performance hurdles in the 2013
financial year set by the Board are met and the participant remains
an employee until 1 year after the 2013 financial results are
announced to the market (the Tranche 1 Vesting Date);
(b) in relation to tranche 2, if financial performance hurdles in the 2014
financial year set by the Board are met and the participant remains
an employee until 1 year after the 2014 financial results are
announced to the market (the Tranche 2 Vesting Date).
On the issue price for the redeemable ordinary shares being paid up in
full, the redeemable ordinary shares will cease to be redeemable and
will have the same rights as and will rank equally with all other Shares
on issue.
If the vesting conditions are not met, or a participant does not pay up
the redeemable ordinary shares upon a call being made by Wynyard
within 2 years of the relevant Vesting Date, or fails to exercise the
options within 2 years of the relevant Vesting Date:
(a) the Company will make a call for the unpaid issue price of the
redeemable ordinary shares and will simultaneously redeem those
shares for the issue price, with the two amounts being set off
against each other; and
(b) the options will lapse.
However, the Board will have a discretion in exceptional circumstances
to permit a participant to pay up the shares or exercise the options
(as applicable) if the vesting conditions are not met.
The Board may grant further redeemable ordinary shares and
options under the plan and/or establish an additional share or option
incentive plan for employees after the date of this Offer Document.
Any ordinary shares issued under the plan dilute each investor’s
shareholding in Wynyard.
Neither the redeemable ordinary shares nor the options will be listed
on the NZX Main Board.
If the waiver is not obtained, the above shares and options will not be
issued on the same terms without Wynyard obtaining shareholder
approval after Listing (if such approval is required by the Listing Rules).

64 — Directors, senior management and corporate governance — Section 8
— Corporate Governance
— Role of the Board
The Board has ultimate responsibility for the strategic direction of the
Wynyard Group and for supervising Wynyard’s management for the
benefit of shareholders. Specific responsibilities of the Board include:
— working with management to set the strategic direction of the
Wynyard Group;
— monitoring and working with management to direct the business
and the financial performance of the Wynyard Group;
— monitoring compliance and risk management;
— approving and overseeing the administration of the Wynyard
Group’s IP policy;
— establishing and monitoring the Wynyard Group’s health and
safety policies;
— establishing and overseeing succession plans for senior
management; and
— ensuring effective disclosure policies and procedures are adopted.
The Board currently plans to meet not less than nine times during the
financial year, including sessions to consider the Wynyard Group’s
strategic direction and business plans. Video and/or phone conferences
will be used as required.
— Board Committees
The Board has three formally constituted committees of Directors.
These committees review and analyse policies and strategies, usually
developed by management, which are within their terms of reference.
The committees examine proposals and, where appropriate, make
recommendations to the full Board. Committees do not take action
or make decisions on behalf of the Board unless specifically authorised
to do so by the Board.
Audit and Risk Management Committee
The Audit and Risk Management Committee will be responsible for
overseeing the risk management (including treasury and financing
policies), treasury, insurance, accounting and audit activities of
Wynyard, and reviewing the adequacy and effectiveness of internal
controls, meeting with and reviewing the performance of external
auditors, reviewing the consolidated financial statements, and making
recommendations on financial and accounting policies.
The members of the Audit and Risk Management Committee are
Susan Peterson, Dr. Murray Horn and Richard Twigg.
Nominations and Remuneration Committee
The Nominations and Remuneration Committee is responsible for
considering new appointments to the Board, overseeing management
succession planning, establishing employee incentive schemes,
reviewing and approving the compensation arrangements for the
executive Directors and senior management, and recommending
to the full Board the remuneration of Directors.
The members of the Nominations and Remuneration Committee are
Dr. Murray Horn, Roger Bhole and Herb Hunt.
Technology Committee
The Technology Committee is responsible for administering the Wynyard
Group’s IP Policy, reviewing and advising the Board on all material
decisions regarding the development of the Wynyard Group’s products
and reviewing and making recommendations to the Board in respect
of additional investment and research and development relating to the
Wynyard Group’s existing products and any proposed new products.
The members of the Technology Committee are Guy Haddleton and
Herb Hunt.

Section 8 — Directors, senior management and corporate governance — 65
— Directors Interests
Directors’ Remuneration
Murray Horn, as Chairman, receives $100,000 per annum. The remaining
Directors other than Craig Richardson receive $60,000 per annum
each. Craig Richardson receives remuneration in his role as Managing
Director of the Wynyard Group and does not receive director’s fees.
The Directors have set the director’s fees in aggregate for all directors
at $400,000 per annum in total. Prior to Listing Wynyard intends to
hold an annual general meeting of its shareholders to seek shareholder
approval to this total cap on director’s fees for the purposes of Listing
Rule 3.5.1. If such shareholder approval is obtained, then under Listing
Rule 3.5.1, if the total number of directors in Wynyard subsequently
increases, the directors are permitted without seeking shareholder
authorisation to increase the total remuneration by the amount
necessary to enable Wynyard to pay the additional director or directors
remuneration not exceeding the average amount then being paid to
each of Wynyard’s non-executive directors (other than the chairperson).
If this shareholder approval is not obtained, Wynyard will need to revert
back to shareholders after the Listing. Wynyard understands the two
largest shareholders in Wynyard, who between them hold over 50% of
the Shares, intend to vote in favour of this resolution.
The Directors are also entitled to be paid for reasonable travel,
accommodation and other expenses incurred by them in connection
with their attendance at Board or Shareholder meetings, or otherwise
in connection with the Wynyard Group’s business.
Applications for Shares under the Offer by Directors
The directors may apply for Shares under the Offer and to the extent
any such Shares are acquired, these acquisitions will be disclosed to
the market as required by law.
Directors Indemnity and Insurance
Wynyard has granted indemnities in favour of each of its directors and
also maintains insurance for its Directors and officers in each case, to
the extent permitted by the Companies Act 1993.
— Executive Remuneration
Executive remuneration is made up of fixed base salary and a short
term performance incentive (in addition to the intended Employee Long
Term Incentive Plan described above under the heading “Employee
Long Term Incentive Plan”).
The short term performance incentive is made up of a cash bonus
which is a specified percentage of each executive’s base salary. The
bonus is split into two portions with the first portion of the bonus linked
to specified financial targets being met and the second portion of the
bonus being linked to individual, non-financial strategic targets being
met. If the specified targets are met, the relevant portion of the bonus is
payable after the financial statements for the year to which the targets
relate are audited. The financial targets and the non-financial strategic
targets for each executive are set each year by the Board.
In addition to the above, Craig Richardson is entitled to be paid a
retention bonus of $100,000 on 30 June 2014 if he is an employee
of the Wynyard Group at that time.

66 — Details of the Offer — Section 9
Section 9
— Details of the Offer
— The Offer
The Offer is an Offer of Shares in Wynyard comprising both new Shares
and existing Shares. The Shares will be offered to Retail Investors and
Institutional Investors at the Price to be determined by Wynyard
following the bookbuild process described below.
All Shares will be issued at the Price and will be fully paid ordinary
shares in Wynyard which rank equally with each other and all existing
Shares. The Offer is made on the terms, and is subject to the
conditions, set out in this Offer Document.
— Pricing of the Offer
An Indicative Price Range of $1.10 to $1.65 has been established for
the Offer and the Price will be set following completion of the bookbuild
process. All of the Shares will be issued or sold at the Price determined
by the bookbuild.
— Bookbuild process
The Offer will be conducted using a bookbuild managed by UBS.
The bookbuild will take place from 9.00am on 18 June and conclude at
5.00pm, 18 June 2013. Institutional Investors, NZX Firms and financial
intermediaries approved by the Joint Lead Managers may submit bids
indicating the number of Shares they wish to purchase or be allocated
at a range of prices for the Shares. Following completion of the
bookbuild process, allocations to Institutional Investors, NZX Firms and
any financial intermediaries approved by the Joint Lead Managers will
be finalised by Wynyard. However, Wynyard reserves the right to set
the Price within, higher or below the Indicative Price Range.
— Size of the Offer
The Offer comprises an offer by Wynyard of an indicative maximum
of 59.1 million new Shares, excluding oversubscriptions (based on the
Indicative Price Range and the intention to raise $65 million) and an
offer by Jade of an indicative maximum of 2.8 million existing Shares in
Wynyard (based on the Indicative Price Range and the intention to raise
$3 million net of brokerage fees). Only once $65 million of new capital
is raised by Wynyard under the Offer will subscriptions for the existing
Shares that are being offered by Jade be accepted. The Offer is being
made to Retail Investors in New Zealand and Institutional Investors in
New Zealand, Australia and in any other selected jurisdiction where
lawfully permitted (excluding the United States and any persons who
are, or are acting for the account or benefit of, US persons).
The minimum amount raised in the Offer will be $60 million and the
maximum number of Shares on issue on completion of the Offer is
expected to be 105.1 million (based on the Indicative Price Range
and the intention of Wynyard to raise $65 million under the Offer and
excluding any oversubscriptions).
— Oversubscriptions
Wynyard retains a discretion to accept oversubscriptions up to an
additional $5 million of new capital. Any oversubscriptions will only be
accepted once $65 million of new capital has been raised by Wynyard
and $3 million worth of existing Shares (net of brokerage fees) has
been sold by Jade. The proceeds of any oversubscriptions accepted
by Wynyard will provide Wynyard with up to an additional $5 million
of new capital.
— Structure of the Offer
The Offer comprises:
— The Retail Offer, which consists of an invitation to bid for Shares
in the bookbuild made to NZX Firms and financial intermediaries
approved by the Joint Lead Managers, and from whom
New Zealand resident clients of those NZX Firms and financial
intermediaries approved by the Joint Lead Managers have
received a firm allocation; and
— The Institutional Offer, which consists of an invitation to bid
for Shares in the bookbuild made to Institutional Investors in
New Zealand, Australia and in any other selected jurisdiction
where lawfully permitted (excluding the United States and any
persons who are, or are acting for the account or benefit of,
US persons).
No Shares have been reserved for either the Retail Offer or the
Institutional Offer. Allocations to bidders pursuant to the terms of either
the Retail Offer or the Institutional Offer will be determined by Wynyard
through the bookbuild.
There is no public pool under which you may subscribe for Shares.
— Retail Offer
Who may apply
The Retail Offer is open to persons who have received an allocation
from a Joint Lead Manager, a Retail Co-Manager, NZX Firm or other
financial intermediary approved by the Joint Lead Managers who have
received an allocation in the bookbuild, and who have a registered
address in New Zealand. If you have been offered an allocation, you
should contact your broker or financial adviser to determine whether
they may allocate Shares to you under the Retail Offer.
How to apply
Complete the Application Form at the back of this Offer Document.
By making an Application, you acknowledge that you were given
access to the Offer Document, together with an Application Form.
Please contact your broker or financial adviser if you require
further instructions.

Section 9 — Details of the Offer — 67
Minimum and maximum application amount
The minimum application amount is an amount equal to the Price
multiplied by 4,000 (i.e. 4,000 Shares). Applications must be in
multiples of an amount equal to the Price multiplied by 500 (i.e. 500
Shares) thereafter. There is no maximum application amount.
How to pay
Retail Offer Applicants should make payments in accordance with the
directions of the NZX Firm or financial adviser from whom you received
an allocation.
Address for return of application forms and application
monies
Retail Offer applicants should send their completed Application Form
and Application Monies to the NZX Firm or financial adviser from whom
they received a firm allocation in time to enable forwarding to the Share
Registrar by 5.00pm on the Closing Date.
Alternatively, Applications can be lodged with Wynyard, any NZX Firm
or any other channel approved by NZX in time for such Applications to
be received by the Share Registrar before 5.00pm on the Closing Date.
Closing date for receipt of applications
The Retail Offer opens at 9.00am on 24 June 2013 and is expected
to close at 5.00pm on 12 July 2013. Wynyard may elect to close the
Offer or any part of it early, extend the Offer or any part of it, or accept
late Applications either generally or in particular cases and without
further notice.
How to obtain a copy of this Offer document
Please contact your broker or financial adviser for instructions.
You may also contact the Share Registrar, Computershare Investor
Services Limited, by emailing enquiry@computershare.co.nz or by
calling +64 9 488 8777 to request a copy or download the Offer
Document at www.intelligentinvestment.co.nz.
— Further terms of the Retail Offer
Availability of funds
You should ensure that sufficient funds are held in the relevant
account(s) to cover the amount of the cheque(s), bank draft(s) or direct
debit payment(s). If the amount of your cheque(s), bank draft(s) or
direct debit payment(s) for Application Monies (or the amount for which
those cheque(s), bank draft(s) or direct debit payment(s) clear in time
for allocation) is less than the amount of Shares applied for multiplied
by the Price, you may be taken to have applied for such lesser number
of Shares for which your cleared Application Monies will pay (and to
have specified that amount on your Application Form) or your
Application may be rejected.
Allocation under the Retail Offer
The allocation of Shares to NZX Firms or other financial intermediaries
approved by the Joint Lead Managers which have bid in the bookbuild,
in each case for the purpose of making firm allocations to their
New Zealand resident retail clients, will be influenced by a number
of factors, which may include:
— the price for Shares bid by particular bidders;
— number of Shares bid for by particular bidders;
— the timeliness of the bid by particular bidders;
— whether the bidder is a Joint Lead Manager or Retail Co-Manager;
— the overall level of demand;
— an assessment of whether the clients of a particular bidder will be
long term Shareholders; and
— any other factors that Wynyard considers appropriate.
Shares which have been allocated to NZX Firms or other financial
intermediaries for allocation to their New Zealand resident retail clients
will be issued to the Applicants nominated by those NZX Firms or
financial intermediaries. It will be a matter for the NZX Firm or financial
intermediary to determine how they allocate firm stock among their
retail clients, and they (and not Wynyard or the Joint Lead Managers)
will be responsible for ensuring that retail clients who have been allocated
Shares receive the relevant Shares.
Acceptance of applications
An Application in the Retail Offer is an offer by the Applicant to
Wynyard and Jade to subscribe for all or any of the number of Shares
specified in the Application Form, at the Price and on the terms and
conditions set out in this Offer Document (including the Application
Form and any supplementary or replacement Offer Document).
To the extent permitted by law, the offer by an Applicant is irrevocable.
— Institutional Offer
Wynyard, through the Joint Lead Managers, will invite selected
Institutional Investors in New Zealand, Australia and in any other
selected jurisdiction where lawfully permitted (excluding the United
States and any persons who are, or are acting for the account or benefit
of, US persons), along with NZX Firms and financial intermediaries
approved by the Joint Lead Managers, to bid for Shares in the bookbuild
process to be undertaken by UBS on 18 June 2013.

68 — Details of the Offer — Section 9
UBS will separately advise Institutional Investors of the bidding and
settlement procedures for the bookbuild.
The number of Shares to be offered under the Institutional Offer, and
the allocation of Shares among Applicants in the Institutional Offer,
will be determined by Wynyard. Wynyard will have absolute discretion
regarding the basis of allocation of Shares among Institutional Investors.
The allocation policy will be influenced by a number of factors, which
may include:
— the price for Shares bid by particular bidders;
— number of Shares bid for by particular bidders;
— the timeliness of the bid by particular bidders;
— Wynyard’s desire for an informed and active trading market
following listing on the NZX Main Board;
— Wynyard’s desire to establish a wide spread of institutional
Shareholders;
— the overall level of demand;
— the size and type of funds under management of particular
bidders;
— an assessment of whether particular bidders will be long term
Shareholders; and
— any other factors that Wynyard considers appropriate.
— Joint Lead Managers
UBS and Forsyth Barr are acting as Joint Lead Managers of the Offer.
Forsyth Barr was engaged as a Joint Lead Manager by Wynyard on
6 June 2013 and had no involvement in the review or preparation of
any documentation relating to the Offer, including this Offer Document.
In addition, Forsyth Barr had no involvement in the due diligence
process for the Offer.
— Offer management agreement
Wynyard, Jade and UBS have entered into an Offer Management
Agreement which sets out the obligations of UBS in relation to the
operation of the bookbuild process.
UBS has agreed to provide settlement support in respect of the
bookbuild. If an entity allocated Shares in the bookbuild fails to settle
on those Shares (whether directly or by submitting valid applications
from New Zealand resident Retail Investors together with the
Application Monies in cleared funds in satisfaction of its commitment,
as applicable), UBS is required to lodge or procure applications for the
shortfall on the Allotment Date. The Offer is not underwritten other than
in respect of such settlement support.
The Offer Management Agreement also contains an indemnity (given by
Wynyard), and sets out a number of warranties and undertakings (given
by Wynyard and Jade), to UBS. In particular, Wynyard undertakes not to
make any allotments of Shares or other equity securities for a period of
180 days following completion of the Offer, other than pursuant to the
Offer, certain limited exceptions or with UBS’s consent.
UBS’s obligations under the Offer Management Agreement are subject
to certain conditions, including conditions which require the completion
of certain Offer due diligence processes and conditions which effectively
require no material adverse event, termination event or breach of a
warranty given by Wynyard or Jade to occur before the Allotment Date.
— NZX Main Board listing
Wynyard has applied to NZX for permission to list Wynyard and to
quote the Shares on the NZX Main Board and all the requirements
of NZX relating to the application that can be complied with on or
before the date of this Offer Document have been duly complied with.
However, NZX accepts no responsibility for any statement in this
Offer Document. NZX has authorised NZX Firms to act on the Offer.
The NZX Main Board is a registered market operated by NZX, which
is a registered exchange, regulated under the Securities Markets Act.
Initial quotation of the Shares on the NZX Main Board is expected to
occur under the symbol “WYN” on 19 July 2013.
It is the responsibility of each Applicant to confirm its holding before
trading in Shares. Applicants who sell Shares before they receive an
initial statement of holding do so at their own risk. Applicants will be
able to confirm their holding by contacting their broker upon
commencement of trading of the Shares on the NZX Main Board.
Wynyard, Jade, their respective subsidiaries and the Joint Lead
Managers disclaim all liability, whether in negligence or otherwise,
to persons who sell Shares before receiving their initial statement of
holding, whether on the basis of a confirmation of allocation provided
by any of them, by a broker or otherwise.
Under the Offer Management Agreement UBS commits to conduct
the bookbuild process in the manner described in this Offer Document
and to assist with the settlement of the Offer.

Section 9 — Details of the Offer — 69
— Escrow arrangements for major shareholders
Skipton Investments Limited and USA Health Investors LLC have both
agreed not to sell or otherwise dispose of their Shares prior to the
announcement of Wynyard’s results for the financial year ended
31 December 2014.
Skipton Investments Limited currently owns 54.54% of the issued
shares in Wynyard Group Limited. Skipton Building Society (Skipton
Investments Limited’s ultimate parent undertaking) is the United
Kingdom’s fourth largest building society with interests in estate agency
and related businesses (through the Connells Group); provision of
financial services outsourcing (through Homeloan Management
Limited); independent financial and related advisory businesses and
support services to the mutual sector.
USA Health Investors LLC currently owns 25.27% of the issued shares
in Wynyard and is incorporated in Georgia, United States of America.
USA Health Investors LLC is a privately held company that invests
globally in predominately high growth technology companies.
As noted in section 12 entitled “Statutory Information” under the
heading “Other Material Matters”, Jade will purchase $3 million worth
of Shares (net of brokerage fees) from USA Health Investors LLC prior
to the Closing Date for the purpose of enabling Jade to offer these
Shares under the Offer. The above Shares referred to as being held by
USA Health Investors LLC include the Shares that it has sold to Jade.
Any Shares that are sold back to USA Health Investors LLC by Jade
will be subject to the above sale restrictions.
— Brokerage
You are not required to pay any brokerage or commission for Shares
under the Offer. See section 12 entitled “Statutory Information” under
the heading “Preliminary and Issue Expenses” for details of the
brokerage payable by Wynyard to brokers.
— Discretion regarding the Offer
Wynyard also reserves the right to close the Offer or any part of it early,
extend the Offer or any part of it, accept late Applications or bids either
generally or in particular cases, reject any Application or bid, or allocate
to any Applicant or bidder fewer Shares than applied or bid for.
— Selling restrictions
The Retail Offer is being made to members of the public in
New Zealand and the Institutional Offer is only being made to
Institutional Investors in New Zealand, Australia and in any other
selected jurisdiction where lawfully permitted (excluding the United
States and any persons who are, or are acting for the account or
benefit of, US persons). No person may offer, sell, or deliver any Shares
or distribute any documents (including this Offer Document) to any
person outside New Zealand except in accordance with all of the legal
requirements of the relevant jurisdiction.
Unless otherwise agreed with Wynyard, any person or entity applying
for Shares under the Offer will be deemed to represent that he, she or
it is not in a jurisdiction that does not permit the making of the Offer
or an invitation of the kind contained in this Offer Document and is not
acting for the account or benefit of a person within such a jurisdiction.
Neither Wynyard, Jade, the Joint Lead Managers nor any of their
respective directors, officers, employees, consultants, agents, partners
or advisers accepts any liability or responsibility to determine whether
a person is able to participate in the Offer.
— Takeovers Code
The Takeovers Code prohibits, amongst other things, any person
(together with its “associates” (as defined in the Takeovers Code))
from becoming the holder or controller of 20% or more of the voting
rights in Wynyard other than in compliance with the requirements of the
Takeovers Code. Investors are advised to seek legal advice in relation
to any act, omission or circumstance which may result in that investor
breaching any provision of the Takeovers Code. Wynyard will not be a
code company prior to the Offer but will be a code company after
completion of the Offer.
Wynyard may withdraw the Offer, or any part of it, at any time before
the allotment of Shares to successful Applicants or bidders in the
applicable part of the Offer. If the Offer, or any part of it, does not
proceed, all relevant Application Monies will be refunded (without
interest) within 5 business days of the Directors making that decision.
No interest will be paid on unsuccessful Applications.

70 — Prospective financial information — Section 10
Section 10
— Prospective financial information
— Introduction and basis of preparation
The prospective financial statements included in this section are the
consolidated group position of Wynyard and its subsidiaries (the
Wynyard Group) and includes:
— prospective consolidated statement of comprehensive income;
— prospective statement of financial position;
— prospective statement of movements in equity;
— prospective statement of cash flows; and
— general and specific assumptions on which all of the prospective
financial statements are based and a sensitivities analysis.
The prospective financial information has been prepared in accordance
with Financial Reporting Standard 42: Prospective Financial Statements
(FRS-42) issued by the New Zealand Institute of Chartered Accountants.
The prospective financial statements, including the assumptions
on which they are based, are the responsibility of the Directors.
The Directors have given due care and attention to the preparation
of the prospective financial statements, including the underlying
assumptions. These assumptions should be read in conjunction with
the other information in this Offer Document (including, in particular,
the information in section 5 entitled “Answers to Important Questions”,
under the heading “What are my Risks?”).
Forecasts by their nature are inherently uncertain. They are predictions
of future events which cannot be assured. They involve risks and
uncertainties, many of which are beyond the control of the Wynyard
Group. These risks and uncertainties include, but are not limited to, the
non-occurrence of anticipated events or alternatively events occurring
that were not anticipated. Various risk factors and the management of
those risks (including those in section 5 entitled “Answers to Important
Questions”) under the heading “What are my risks?” may influence the
success of the Wynyard Group’s business. Accordingly, actual results
are likely to vary from the prospective financial information, and these
variations may be significantly more or less favourable to the Wynyard
Group. Therefore, the Directors cannot and do not guarantee the
achievement of these financial forecasts. In particular, Wynyard’s
revenue forecasts for the 2013 and 2014 financial years are reliant on
revenue from new software products and services. Accordingly, an
investment in Wynyard may not suit all investors and should be
considered with regard to your investment objectives. Given these
uncertainties, you are cautioned not to place undue reliance on such
forward looking statements because of the stage and nature of
Wynyard’s business.
The prospective financial statements have been prepared based on the
assumption that $65 million will be raised by Wynyard under the Offer
and assumes there will be no oversubscriptions.
The prospective financial statements were prepared and authorised by
the Directors as at 6 June 2013 for use in this Offer Document and not
for any other purpose. The prospective financial statements cover the
periods from:
— 1 January 2013 to 31 December 2013 which includes the
activities of Wynyard (NZ) from 1 April 2013 when it was acquired
by Wynyard through the amalgamation of that company into
Wynyard No. 1 Limited. Therefore this financial year effectively
only presents nine months of activity; and
— 1 January 2014 to 31 December 2014 (FY2014F).
This section also presents pro forma prospective financial statements
for the period from 1 January 2013 to 31 December 2013 as if the
operations of the Wynyard Group and Wynyard (NZ) Limited were
consolidated from 1 January 2013 onwards (FY2013F). The pro forma
financial statements record the acquisition of assets and intellectual
property from Jade on 30 March 2013 (i.e. the actual date of
acquisition), and the depreciation and amortisation of those assets
from that date. The pro forma prospective financial statements do
not include any adjustments to the year-to-date results to reflect full
year public company costs or any other normalisation adjustments.
A reconciliation between the prospective financial statements
incorporating the 9 months of trading to 31 December 2013 for the
Wynyard Group and the FY2013F pro forma prospective financial
statements is set out at the end of this section.
The prospective financial statements and the pro forma prospective
financial statements include unaudited actual results to 31 March 2013.
The period from 1 April 2013 to 31 December 2014 is referred to in this
section 10 as the “Prospective Period”.
The auditors’ report in relation to the prospective financial information,
as required by clause 28 of schedule 1 of the Securities Regulations
2009, is set out on page 111 of this Offer Document.
There is no present intention to update the prospective financial
statements or to publish prospective financial statements in the future.
Investors must consider the assumptions on which the prospective
financial statements have been prepared and the sensitivities analysis
in order to fully understand the prospective financial statements.
The Wynyard Group will report actual financial results against the
prospective financial statements in accordance with Generally Accepted
Accounting Practice in the 31 December 2013 and 31 December 2014
financial statements and will provide that information to Shareholders
on request under Section 54B of the Securities Act and regulation
44 of the Securities Regulations.

Section 10 — Prospective financial information — 71
— Prospective consolidated statement of comprehensive income for the Wynyard Group
12 MONTHS TO PRO FORMA
31 DECEMBER 2013 12 MONTHS TO 12 MONTHS TO
IN THOUSANDS OF NEW ZEALAND DOLLARS (9 MONTHS TRADING) 31 DECEMBER 2013 31 DECEMBER 2014
Revenue 16,781 21,482 27,037
Expenditure (19,439) (24,988) (28,203)
Loss before depreciation, amortisation, financing and tax (2,658) (3,506) (1,166)
Depreciation and amortisation (5,784) (6,120) (9,434)
Non-operating costs (350) (350) –
Loss before financing and tax (8,792) (9,976) (10,600)
Net finance income 132 83 462
Loss before income tax (8,660) (9,893) (10,138)
Income tax credit/(expense) (142) (182) (229)
Loss attributable to owners of the Parent (8,802) (10,075) (10,367)
Other comprehensive income
Total comprehensive income attributable to owners of the Parent (8,802) (10,075) (10,367)
Note: This information is unaudited.

72 — Prospective financial information — Section 10
— Prospective consolidated statement of financial position for the Wynyard Group
IN THOUSANDS OF NEW ZEALAND DOLLARS 31 DECEMBER 2013 31 DECEMBER 2014
ASSETS
Current Assets
Cash and cash equivalents 20,845 11,212
Trade and other receivables 2,895 3,445
Other current assets 88 64
Total current assets 23,828 14,721
Non current assets
Fixed assets 2,478 3,388
Capitalised software 10,945 13,956
Intangible assets 31 24,943 20,967
Total non current assets 38,366 38,311
Total assets 62,194 53,032
LIABILITIES
Current liabilities
Trade and other payables 2,411 2,505
Revenue received in advance 3,099 3,432
Other current liabilities 100 100
Total current liabilities 5,610 6,037
Non current liabilities
Other non current liabilities 171 171
Total non current liabilities 171 171
NET ASSETS 56,413 46,824
EQUITY
Ordinary share capital 62,921 62,921
Reserves 370 1,148
Retained earnings (6,878) (17,245)
Total shareholders equity 56,413 46,824
Note: This information is unaudited.
31. Intangible assets represent the remaining value, after amortisation, of
non-software intangible assets purchased from Jade entities (being rights under
contracts), together with the goodwill associated with Jade’s purchase of the
shares in Methodware Limited (now WNZ) which transferred to Wynyard as part
of the amalgamation of Wynyard (NZ) into Wynyard No. 1 Limited under section
222(2) of the Companies Act 1993.

Section 10 — Prospective financial information — 73
— Prospective consolidated statement of changes in equity for the Wynyard Group
12 MONTHS TO PRO FORMA
31 DECEMBER 2013 12 MONTHS TO 12 MONTHS TO
IN THOUSANDS OF NEW ZEALAND DOLLARS (9 MONTHS TRADING) 31 DECEMBER 2013 31 DECEMBER 2014
Total equity
Balance at beginning of year – (5,230) 56,413
Balance acquired on amalgamation 1,824 8,327 –
Transactions with owners for the year 63,391 63,391 778
Total comprehensive income attributable to owners of the Parent (8,802) (10,075) (10,367)
Balance at end of year 56,413 56,413 46,824
Represented by:
Contributed equity
Balance at beginning of year – 48 62,921
Contributed equity acquired on amalgamation 48 – –
Transactions with owners
Issue of shares 62,873 62,873 –
Balance at end of year 62,921 62,921 62,921
Reserve
Balance at beginning of year – (148) 370
Foreign currency translation reserve acquired on amalgamation (148) – –
Transactions with owners
Employee share purchase plan expense 518 518 778
Balance at end of year 370 370 1,148
Retained earnings
Balance at beginning of year – (5,130) (6,878)
Retained losses acquired on amalgamation (6,403) – –
Goodwill acquired on amalgamation 8,327 8,327 –
Comprehensive income:
Profit/(loss) for the year (8,802) (10,075) (10,367)
Balance at end of year (6,878) (6,878) (17,245)
Total equity at end of year 56,413 56,413 46,824
Note: This information is unaudited.

74 — Prospective financial information — Section 10
— Prospective consolidated statement of cash flows for the Wynyard Group
12 MONTHS TO PRO FORMA
31 DECEMBER 2013 12 MONTHS TO 12 MONTHS TO
IN THOUSANDS OF NEW ZEALAND DOLLARS (9 MONTHS TRADING) 31 DECEMBER 2013 31 DECEMBER 2014
Cash flows from operating activities
Receipts from customers 16,753 21,422 26,819
Payments to suppliers and employees (18,170) (24,478) (27,335)
Interest received 359 359 462
Interest paid (227) (276) –
Taxes paid (100) (100) (200)
Net cash flows from operating activities (1,385) (3,073) (254)
Cash flows from investing activities
Purchase of assets from Jade (23,600) (23,600) –
Purchase of property, plant and equipment (2,350) (2,350) (1,900)
Software development capitalised (5,253) (6,666) (7,479)
Net cash flows from investing activities (31,203) (32,616) (9,379)
Cash flows from financing activities
Net proceeds from capital contributed 62,873 62,873 –
Loans received/(repaid) (10,018) (6,917) –
Net cash flows from financing activities 52,855 55,956 –
Net increase/(decrease) in cash 20,267 20,267 (9,633)
Opening cash and cash equivalents – 578 20,845
Cash acquired on amalgamation 578 – –
Closing cash and cash equivalents 20,845 20,845 11,212
Note: This information is unaudited.

Section 10 — Prospective financial information — 75
— Notes to the prospective financial information
The principal assumptions on which the prospective financial
statements have been prepared are set out below. These assumptions
should be read in conjunction with the risk factors set out under the
heading “What are my risks?” in section 5 entitled “Answers to
important questions” and the sensitivity analysis below.
The prospective financial statements comply with FRS-42 and assume
the following during the periods of the prospective financial statements:
— General assumptions
1 Economic environment – there will be no material change in the
general economic environments in which the Wynyard Group
operates or sells its products.
2 Political, legislative and regulatory environment – there will be
no material change to the political, legal or regulatory environments
in which the Wynyard Group operates or sells its products.
3 Competitive environment – there will be no material change to
the competitive dynamics of the markets in which the Wynyard
Group operates or sells its products, including any material change
in competitor activity. No new entrants will materially change the
competitive environment. The nature and extent of competition in
any new markets which the Wynyard Group enters will be
comparable to that currently exhibited in its existing markets.
4 Industry conditions – there will be no material change in
the general industry structure, third party relationships or
employee environments.
5 Taxation – there will be no material change to the income tax,
excise tax or goods and services tax regime in any country or state
where the Wynyard Group operates or sells its products, including
no change to the corporate tax rates in those countries.
6 Management of the Wynyard Group – no key directors, personnel
or consultants will leave the Wynyard Group, and management
resources will be sufficient for the Wynyard Group’s requirements.
7 Operating environment – there will be no material costs incurred
through either industrial or contractual disputes.
8 Disruption to operations – there will be no material disruption to
operations, including through natural disasters, fires or explosions,
input product supply or quality issues, product recall requirements
or through normal hazards associated with the Wynyard Group’s
activities (including disruptions to or affecting any of the Wynyard
Group’s key clients).
9 Key customers / suppliers and distribution channels – there
will be no loss of key customers or suppliers or key distributors,
agents or importers.

76 — Prospective financial information — Section 10
— Specific assumptions
1 – Accounting policies
The Wynyard Group’s accounting policies will remain consistent
throughout the period covered by the prospective financial statements,
except for the new policies discussed below. It is also assumed there
will be no material change in New Zealand Generally Accepted
Accounting Practice during this period. The Wynyard Group’s existing
accounting policies are set out in the historical financial statements
for the year to 31 December 2012 included in Appendix 1 of this
Offer Document.
In addition to those accounting policies the Wynyard Group intends to
adopt the existing accounting policies of Wynyard (NZ), as set out in
the historical financial statements for the year to 31 December 2012
included in Appendix 1 of this Offer Document, and the following
accounting policies.
Share capital
Ordinary share capital is recognised at the fair value of the
consideration received by Wynyard. Transaction costs related to the
listing of new Shares and the simultaneous sale and listing of existing
shares are allocated to those transactions on a proportional basis.
Transaction costs relating to the sale and listing of existing shares are
not considered costs of an equity instrument as no equity instrument
is issued, and consequently costs are recognised as an expense in the
Statement of Comprehensive Income when incurred. Transaction costs
related to the issue of new share capital are recognised directly in equity
as a reduction of the share proceeds received.
Share schemes
The Company intends to operate senior employee share schemes
(partly paid redeemable ordinary shares and options), under which the
Company receives services from employees as consideration for equity
instruments of the Company. The fair value of the employee services
received in exchange for such partly paid shares and options is
recognised as an expense. The total amount to be expensed over the
vesting period is determined by reference to the fair value of the partly
paid shares and options granted:
— including any market performance conditions (for example, the
Company’s share price)
— excluding the impact of any service and non-market performance
vesting conditions (for example, sales growth targets and
remaining an employee of the entity over a specified time period).
Non-market performance and service conditions are included in
assumptions about the number of partly paid shares and options that
are expected to vest. The total expense is recognised over the vesting
period, which is the period over which all of the specified vesting
conditions are to be satisfied.
At each balance date, the Company will revise its estimates of the
number of partly paid shares and options that are expected to vest
based on the non-market vesting conditions. It will recognise the
impact of the revision to original estimates, if any, in the Income
Statement, with a corresponding adjustment to equity over the
remaining vesting period.
When the partly paid shares and options are exercised the Company
issues new Shares. The proceeds received net of any directly
attributable transaction costs are credited to share capital.
2 – Revenue
Wynyard Group derives revenue by selling software and services.
The company offers a portfolio of complimentary software products in
the risk management, intelligence (for financial crime or government
intelligence), investigations and digital forensics categories.
Revenue is expected to increase by 62% in FY2013 to $21.5 million
and by 26% in FY2014 to $27.0 million driven by increasing sales
across all product categories. Sales growth is expected to be facilitated
by expansion of Wynyard’s sales capabilities in United Arab Emirates
and the Americas and further penetration of existing markets.
The Wynyard Group’s prospective revenue forecast has been
determined based on:
1. Wynyard Group’s assessment of the addressable market size
for its products and services, the Wynyard Group’s existing and
expected market share, and expected growth rates in each market.
2. Historical sales growth, the existing sales pipeline and sales
opportunity conversion rates for Wynyard Risk Management
and Wynyard Investigations.
3. Recent sales opportunity conversion rates, the existing sales
pipeline together with forecast sales opportunities for new products
Wynyard Intelligence and Wynyard Digital Forensics.
4. Historical and forward looking product and pricing mix across the
Wynyard Group portfolio, vertical markets and regions.
The Wynyard Group operates a structured sales pipeline management
process which captures leads, qualifies opportunities and develops
potential forecast sales value and probability of closure as an opportunity
moves from customer proposal, to short-listing and contracting stages.
The timing and probability of sales conversions is subject to many
factors, some of which are outside the Wynyard Group’s control such
as unanticipated changes in customer requirements, rapidly changing
economic conditions, undisclosed preferred vendors or aggressive
pricing by competitors.

Section 10 — Prospective financial information — 77
Wynyard has presented its forecast revenue by type and product
below. This represents the directors best estimate of the revenue split.
Wynyard considers its products as a portfolio. The actual realised
revenue mix by type and product may be different due to timing and
the realisation of opportunities.
Revenue types
ACTUAL PROSPECTIVE PROSPECTIVE PROSPECTIVE
WYNYARD GROUP
WYNYARD NZ GROUP 12 MONTHS TO PRO FORMA WYNYARD GROUP
12 MONTHS TO 31 DECEMBER 2013 12 MONTHS TO 12 MONTHS TO
IN MILLIONS OF NEW ZEALAND DOLLARS 31 DECEMBER 2012 (9 MONTHS TRADING) 31 DECEMBER 2013 31 DECEMBER 2014
Recurring 9.2 9.9 12.8 16.3
Non-recurring 1.6 2.4 3.4 5.7
Professional services (non-recurring) 1.7 4.3 5.1 5.0
Research and other 0.7 0.1 0.2 –
Total 13.3 16.8 21.5 27.0
Revenue may be recurring or non recurring in nature.
Revenue is reported as recurring in nature where it is billed in advance
of providing SaaS, software rental or software support services that
repeat or are expected to repeat for more than one reporting period.
Recurring revenue is recognised in the reporting period where the
benefit of the service or rental is received by the customer. The
Wynyard Group’s proportion of recurring revenue is expected to
increase in absolute terms and be approximately 60% of total FY2013
and FY2014 revenue due to increasing SaaS, software rental and
support services revenue across the portfolio, as sales of Wynyard
Intelligence and Wynyard Digital Forensics become larger contributions
to group revenue.
Revenue is reported as professional services where the Wynyard Group
provides solution design, software implementation or user training
services to the customer. In some cases, the Wynyard Group’s partners
may provide some or all of these professional services to the customer.
Only services billed to the customer by the Wynyard Group are recorded
as professional services revenue. Professional services revenue is
expected to fall from 24% of revenue in FY2013 to 18% of revenue
in FY2014 due to relative increases in other revenue streams and
increases in SaaS revenue requiring less professional services.
Revenue is reported as non-recurring in nature where it relates to
perpetual software licences, or fixed term software licences which may
or may not be renewed at the end of the term. Non-recurring revenue
is recognised in full in the reporting period where the software licence
agreement is executed by the customer. Non-recurring revenue is
expected to increase from 16% of revenue in 2013 to 21% of revenue
in 2014 due to the increasing volume of new software licence sales
across the portfolio, particularly within Wynyard Investigations.

78 — Prospective financial information — Section 10
Revenue by product
ACTUAL PROSPECTIVE PROSPECTIVE PROSPECTIVE
WYNYARD GROUP
WYNYARD NZ GROUP 12 MONTHS TO PRO FORMA WYNYARD GROUP
12 MONTHS TO 31 DECEMBER 2013 12 MONTHS TO 12 MONTHS TO
IN MILLIONS OF NEW ZEALAND DOLLARS 31 DECEMBER 2012 (9 MONTHS TRADING) 31 DECEMBER 2013 31 DECEMBER 2014
Risk Management 4.7 4.9 6.7 7.9
Intelligence 6.8 7.1 9.1 10.1
Investigations 1.4 1.9 2.1 3.7
Digital Forensics 0.2 0.9 1.0 2.9
Other 0.1 1.9 2.6 2.4
Total 13.3 16.8 21.5 27.0
In addition to considering historical sales growth, the existing sales
pipeline, recent sales conversion rates and other factors discussed
above on page 76, when forecasting revenue by product category,
the following category specific factors have been considered.
Wynyard Risk Management
Wynyard Risk Management is a leading product in an established
technology category. Wynyard has assessed the addressable market
for risk management software and services at US$0.5 billion with
estimated growth of 21% in 2013. Wynyard has forecast Wynyard Risk
Management revenue growth of 42% in 2013 and 18% revenue growth
in 2014 following the successful repositioning of the Wynyard Risk
Management product, Kairos, in the Tier 1 and Tier 2 financial services
market during FY2011 and FY2012.
Wynyard Intelligence
Wynyard Intelligence was launched in mid-2012. Wynyard has
assessed the addressable market for Wynyard Intelligence at US$3.5
billion for financial crime and government intelligence. The addressable
market is expected to grow at 16% in 2013. Wynyard has forecast
Wynyard Intelligence revenue growth of 33% in 2013 following expansion
into the United Arab Emirates and United Kingdom. Wynyard has
forecast growth broadly in line with expected addressable market
growth in 2014 with a focus on developing distribution partner channels
in North America for future year growth. Wynyard’s Intelligence business
was launched off an established secure transaction processing
customer base in mid-2012. Wynyard continues to maintain some
secure transaction processing applications for these financial institutions
and secure government agencies in New Zealand, Australia and the
United Kingdom. These applications manage transactions and related
client information which feed Wynyard Intelligence where the customer
has provisioned Wynyard Intelligence.
Wynyard Investigations
Wynyard Investigations is an established product in a specialist
technology category. Wynyard has assessed the addressable market
for investigations software and services at US$0.6 billion with growth
estimated for 2013 at 6%. Wynyard is forecasting Wynyard Investigations
revenue growth of 46% in 2013 and 76% in 2014 on the back of an
increasing trend in most markets to replace bespoke and end-of-life
case management products with full feature commercial-off-the-shelf
alternatives. Growth is also expected to be driven by the Wynyard
Group’s expansion into North America.
Wynyard Digital Forensics
Wynyard Digital Forensics is a new product acquired from the
New Zealand Police in August 2012. Wynyard assesses the
addressable market at US$0.7 billion for digital forensics software and
services and estimates the market is growing at 9% in 2013. Wynyard
expects to secure $1.0 million in revenue in 2013, with this increasing
to $2.9 million in 2014 as existing customers in the United Kingdom
increase usage of the software service and Wynyard Group enters new
markets such as the United States and United Arab Emirates.
The Wynyard Group’s products are distributed through Wynyard’s direct
sales teams in New Zealand, Australia, United States, Canada, United
Kingdom and United Arab Emirates. The Wynyard Group products are
also available through approved partners including software resellers,
systems integrators and prime government contractors. Presently less
than 5% of the Wynyard Group’s revenue is from partner sales. This is
expected to increase as the Wynyard Group expands its operations in
North America and Europe and benefits from its planned investment
in expanding its partner network.
Other
Other revenue predominantly relates to revenue from Jade in relation to
the use of Wynyard developers, as well as a relatively minor amount of
government grant income.
The forecast revenue from Jade is based on the Umbrella Services
Agreement (see section 12 entitled “Statutory Information” under the
heading “Material Contracts”).

Section 10 — Prospective financial information — 79
3 – Operating expenditure
The Wynyard Group’s forecast total operating expenditure is set out
in the table below:
9 MONTHS TO PRO FORMA
31 DECEMBER 2013 12 MONTHS TO 12 MONTHS TO
IN MILLIONS OF NEW ZEALAND DOLLARS (9 MONTHS TRADING) 31 DECEMBER 2013 31 DECEMBER 2014
Cost of sales 0.8 1.1 1.2
Hosting, software development and licensing 4.4 5.9 6.3
Administration and overhead costs 3.6 4.5 4.6
Marketing expenses 0.8 1.1 1.2
Salaries, wages and staff costs 15.1 19.1 22.4
Development costs capitalised (5.3) (6.7) (7.5)
Total expenditure 19.4 25.0 28.2
— Cost of sales relates to commissions payable to risk management
resellers, royalties on certain products and credential checks
performed on new customers. The forecast costs are based on
existing commission structures with resellers and other existing
arrangements. Growth in cost of sales reflects increasing
revenues, particularly in the risk management category.
— Hosting, software development and licensing costs are the costs
associated with external server hosting, software development
and product licensing, which are primarily forecast based on the
amounts payable to Jade under the Umbrella Services Agreement
(see section 12 entitled “Statutory Information” under the heading
“Material Contracts”). Growth in these costs from $5.9 million in
FY2013F to $6.3 million in FY2014F reflects increasing Wynyard
customer usage of these services and products.
— Administration costs include property and equipment costs and
costs associated with general operations such as directors fees
and audit fees. Directors’ fees are included in such costs at
$400,000 in total for all directors per annum. Increasing
administration costs reflects an expansion in property and
equipment costs due to increasing employee numbers together
with costs associated with the increased business activities of
the Wynyard Group. These costs are based on the terms of the
Jade Administrative Services part of the Umbrella Services
Agreement (see section 12 entitled “Statutory Information” under
the heading “Material Contracts”), other existing contracts or
arrangements and estimates of new public company costs and
general increases in administrative costs as employee numbers
and the scale of the business increases.
— Marketing expenses are forecast to be $1.1 million in FY2013F
and $1.2 million in FY2014F with the increased spend assisting
to support entry into new markets and growth of new products.
These costs are expected to increase in line with revenue growth.
— Salaries, wages and staff costs are forecast to increase to a total
of $22.4 million in FY2014F as the Wynyard Group expands its
sales presence, and continues to invest in product development.
Staff numbers are forecast to grow from 104 at the end of 2012 to
152 at the end of 2014. Forecast costs are based on the existing
salary and remuneration arrangements with the current staff, cost
of living increases, salaries for new staff at similar rates to current
staff, and other staff related costs expected to increase in line with
staff numbers.
— The Wynyard Group continues to invest in the development
of its range of software products. As such, the Wynyard Group
capitalises a portion of the remuneration, direct labour costs,
and an allocation of overhead costs for those employees utilised
on the development of the Wynyard Group’s software products.
The amounts forecast to be capitalised are based on the number
of expected research and development staff, the costs associated
with these staff members and the amount of time that these staff
would typically spend on productive development projects.

80 — Prospective financial information — Section 10
4 – Finance income and expenses
The Wynyard Group is forecast to have a net cash position over the
period covered by the prospective financial information. It is assumed
that there will be no material change in conditions relating to banking
arrangements. Interest income is assumed to be earned on bank
balances on deposit at 3% per annum. This is assumed to generate
interest income of $359,000 in FY2013PF and $462,000 in FY2014F.
The interest expense in FY2013PF of $276,000, is forecast based
on the expected cash funding from Jade up to the receipt of the
new capital from the Offer and the existing interest rate on this
intercompany funding.
5 – Taxation
Wynyard is forecast to be loss-making across the period covered by
the prospective financial information. Accordingly, it is assumed that
no corporate tax will be paid by Wynyard in either FY2013F or FY2014F.
Overseas operating subsidiaries are forecast to make a small taxable
profit, and a tax charge has been recognised in respect of these
companies based on transfer pricing advice.
6 – Capital expenditure
Capital expenditure of $2.4 million in FY2013F and $1.9 million in
FY2014F primarily relates to expansion of the Wynyard Group’s physical
locations, increasing numbers of employees and the cost of acquiring
hardware for customer instalments. The forecast capital expenditure
is based on known costs of hardware, third party estimates for new
systems, and Wynyard’s previous experience in the cost of fitting out
new offices.
7 – Depreciation and amortisation
Depreciation rates adopted in the Prospective Period are as follows
(based on an assessment of the useful/economic lives of assets):
RATE (STRAIGHT LINE)
Furniture and fittings 7% to 20%
Plant and equipment 7% to 40%
Intangible assets (customer contracts, intellectual property and
capitalised software development costs) are amortised on a straight
line basis over their estimated useful lives of three to five years.
8 – Dividends
It is assumed that no dividends will be paid in the Prospective Period.
9 – Capital Raising of new Shares in Wynyard
and non-operating costs
It is assumed that gross proceeds of $65 million will be received from
the Offer of new Shares in Wynyard. Wynyard will pay costs directly
attributable to the Offer of $3.6 million including for NZX firm brokerage
and commission fees, NZX listing fees, share registry costs, legal fees,
accounting fees, Joint Lead Manager’s fees, advertising costs, Offer
Document design, printing costs and postage and courier costs relating
to the Offer. 32 Wynyard is not responsible to pay any brokerage fees.
Rather, Wynyard pays the Joint Lead Manager’s fees and UBS is then
responsible to pay any NZX firm brokerage and commission fees.
Of this amount $3.25 million will be accounted for as a reduction in
equity and $0.35 million will be expensed to the Income Statement
(as non-operating costs) in accordance with the intended accounting
policy set out in paragraph 1 above under the heading “Share capital”.
The capital raising proceeds that are not used by the Wynyard Group
to pay for the assets acquired from Jade or to repay intercompany
funding from Jade will be held on call pending use. An interest rate
of 3% has been assumed.
10 – Exchange Rates
The forecasts use the following currency exchange rates in the
Prospective Period.
Foreign Currency
NZ$
British Pound 0.51
United States Dollar 0.82
The assumed exchange rates for the prospective period are set out
above. The rates are consistent with an average of the actual exchange
rates for the current financial year to date and recent exchange rate
forecasts from a selection of financial and economic institutions for the
remainder of the prospective period. 85% of the Wynyard Group’s
revenue is earned in either New Zealand dollars, British Pounds or
United States dollars.
11 – Working capital
It is forecast that working capital requirements will grow as follows:
Receivables
Wynyard assumes that all customer invoices are paid in the month
following invoice. Receivables are generally expected to grow in line
with the overall revenue growth, however, Wynyard customers are
invoiced on annual, quarterly, and monthly bases as defined in the
respective contracts, accordingly there will be variations in the level
of receivables across the financial year.
32. The anticipated Offer costs are based on estimates received from Wynyard’s professional
advisers and other external suppliers. Offer costs have been calculated based on an Offer
size of $65 million. Any increase or reduction in the Offer size will vary brokerage and other
advisory fees.

Section 10 — Prospective financial information — 81
Creditors
Unless otherwise agreed, Wynyard anticipates settling all payables
the month following invoice. Therefore, payables are forecast to grow
proportionately with monthly purchases, including invoices for capital
expenditure progress payments.
Revenue received in advance
As discussed above, Wynyard invoices in advance for some of its
services, particularly the recurring revenue arrangements. It is forecast
that the revenue received in advance balance will increase broadly in
line with the forecast increase in recurring revenue.
12 – Capitalised software
Wynyard capitalises some of its development costs, as described in
paragraph 3 above. These capitalised costs are then amortised over
their estimated useful lives of three years.
13 – Intangible assets
On 30 March 2013 various members of the Wynyard Group acquired
customer contracts, intellectual property and brands from various
Jade entities. The total purchase price payable for such assets is
$23.6 million. Wynyard also assumed a goodwill balance as part of the
amalgamation process on 1 April 2013.
The customer contracts and intellectual property are amortised over
their estimated useful lives of three to five years.
The brands and goodwill are indefinite life intangible assets that are not
required to be amortised. Brands and goodwill are tested for impairment
annually or immediately if events or changes in circumstances indicate
that it might be impaired. It is assumed that there is no impairment of
these assets in the Prospective Period.
Wynyard has recognised the assets acquired from the Jade entities
at cost (i.e. the purchase price payable to the Jade entities). Cost is
allocated over the group of assets based on their relative fair values
at the date of purchase.
14 – Group sensitivity analysis
The prospective financial statements are sensitive to variations in
certain assumptions used in their preparation. A summary of the
likely effect that variations to certain assumptions may have on the
prospective financial statements is detailed below. The sensitivities for
each assumption are not intended to be indicative or predictive of the
possible range of outcomes but are for information purposes to allow
potential investors to gain an understanding of potential sensitivities of
financial outcomes to changes in these key assumptions.
Care should be taken in interpreting the information set out below.
Each movement in an assumption is treated in isolation from possible
movements in other assumptions, which is not likely to be the case.
Movements in one assumption may have offsetting or compounding
effects on other variables, the impact of which is not reflected in the
Prospective Financial Statements. In addition, it is possible that more
than one assumption may move at any point in time, giving rise
to cumulative effects, which are not reflected in the Prospective
Financial Statements.
Two key factors that are considered to have a significant potential
impact on the projected financial performance of Wynyard are:
Sales
Wynyard is rapidly growing and intending to enter new markets during
the prospective period. Although Wynyard Risk Management and
Wynyard Investigations are established products, Wynyard Intelligence
and Wynyard Digital Forensics are new products and have a limited
operating history and are a potential source of uncertainty as
highlighted in section 5 entitled “Answers to Important Questions”
under the heading “What are my risks?”.
The sensitivity analysis table below shows the estimated impact
of a change in new sales, assuming the product and market mix
is unchanged. If customer sales contracts are negatively impacted
or delayed in a particular financial year then Wynyard will incur less
implementation and costs associated with that customer during that
particular financial year.
Exchange rates
The exchange rate assumptions are set out in paragraph 10 above.
If the exchange rates change then this will affect the value of sales and
local market costs in some foreign markets. The sensitivity analysis
table shows the estimated impact of a change in the NZ dollar against
all other currencies, based on the current currency mix.
The sensitivities do not reflect any currency hedging programmes that
may be put in place. Neither Wynyard nor its subsidiaries currently have
a currency hedging policy, but intends to implement a policy as revenue
grows from offshore markets. If this is the case, the financial results
may be less sensitive to short term exchange rate fluctuations.

82 — Prospective financial information — Section 10
The impact on sales and NPAT of flexing the sales and exchange rates
are set out in the table below:
Sensitivities analysis
12 MONTHS TO PRO FORMA
31 DECEMBER 2013 12 MONTHS TO 12 MONTHS TO
(9 MONTHS TRADING) 31 DECEMBER 2013 31 DECEMBER 2014
SENSITIVITY (DECREASE) IMPACTED
INCREASE/ MEASURE $000S $000S $000S
Movement in sales +/– $1 million NPAT 660/(660) 660/(660) 660/(660)
Movement in the NZ dollar against other currencies +/– 5% Revenue (490)/540 (630)/700 (900)/990
Movement in the NZ dollar against other currencies +/– 5% NPAT 30/(30) 40/(50) 210/(230)
The above sensitivities do not take into account any mitigating measure
that Wynyard may take. In the case of a reduction in new sales volumes
or a delay in execution of customer sales contracts Wynyard would
endeavour to stimulate demand through measured additional sales
and marketing initiatives.
Investors should also refer to the discussion of these factors set out
under the heading “What are my risks?” in section 5 entitled “Answers
to Important Questions”.
15 – Pro forma financial statements reconciliations
Prospective consolidated statement of comprehensive income for the Wynyard Group
WYNYARD (NZ)
12 MONTHS TO TRADING RESULT FOR PRO FORMA
31 DECEMBER 2013 3 MONTHS TO 12 MONTHS TO
IN THOUSANDS OF NEW ZEALAND DOLLARS (9 MONTHS TRADING) 31 MARCH 2013 31 DECEMBER 2013
Revenue 16,781 4,701 21,482
Expenditure (19,439) (5,549) (24,988)
Loss before depreciation, amortisation, financing and tax (2,658) (848) (3,506)
Depreciation and amortisation (5,784) (336) (6,120)
Non-operating costs (350) – (350)
Loss before financing and tax (8,792) (1,184) (9,976)
Net finance income / (expense) 132 (49) 83
Loss before income tax (8,660) (1,233) (9,893)
Income tax credit/(expense) (142) (40) (182)
Loss attributable to owners of the Parent (8,802) (1,273) (10,075)
Other comprehensive income – – –
Total attributable to owners of the Parent (8,802) (1,273) (10,075)

Section 10 — Prospective financial information — 83
— Prospective consolidated statement of changes in equity for the Wynyard Group
WYNYARD (NZ) TRANSACTIONS
12 MONTHS TO OPENING ELIMINATE DURING THE PRO FORMA
31 DECEMBER 2013 EQUITY AMALGAMATION 3 MONTHS TO 12 MONTHS TO
IN THOUSANDS OF NEW ZEALAND DOLLARS (9 MONTHS TRADING) BALANCES TRANSACTIONS 31 MARCH 2013 31 DECEMBER 2013
Total Equity
Balance at Beginning of year – (5,230) – – (5,230)
Balances acquired on amalgamation 1,824 – 6,503 – 8,327
Transactions with owners for the year 63,391 – – – 63,391
Total comprehensive income
attributable to owners of the Parent (8,802) – – (1,273) (10,075)
Balance at end of year 56,413 – – – 56,413
Represented by:
Contributed Equity
Balance at beginning of year – 48 – – 48
Contributed equity acquired
on amalgamation 48 – (48) – –
Transactions with owners
Issue of shares 62,873 – – – 62,873
Balance at end of year 62,921 – – – 62,921
Reserve
Balance at beginning of year – (148) – – (148)
Foreign currency translation reserve
acquired on amalgamation (148) – 148 – –
Transactions with owners
Employee share purchase plan expense 518 – – – 518
Balance at end of year 370 – – – 370
Retained earnings
Balance at beginning of year – (5,130) – – (5,130)
Retained losses acquired
on amalgamation (6,403) – 6,403 – –
Goodwill acquired on amalgamation 8,327 – – – 8,327
Comprehensive income
Profit/(loss) for the year (8,802) – – (1,273) (10,075)
Balance at end of year (6,878) – – – (6,878)
Total Equity at end of year 56,413 – – – 56,413

84 — Prospective financial information — Section 10
— Prospective consolidated statement of cash flows for Wynyard Group
WYNYARD (NZ)
TRADING
12 MONTHS TO RESULT FOR PRO FORMA
31 DECEMBER 2013 3 MONTHS TO CASH ON HAND AT 12 MONTHS TO
IN THOUSANDS OF NEW ZEALAND DOLLARS (9 MONTHS TRADING) TO 31 MARCH 2013 AT 1 JANUARY 2013 31 DECEMBER 2013
Cash flows from operating activities
Receipts from customers 16,753 4,669 – 21,422
Payments to suppliers and employees (18,170) (6,308) – (24,478)
Interest received 359 – – 359
Interest paid (227) (49) – (276)
Taxes paid (100) – – (100)
Net cash flows from operating activities (1,385) (1,688) – (3,073)
Cash flows from investing activities
Purchase of assets from Jade (23,600) – – (23,600)
Purchase of property, plant and equipment (2,350) – – (2,350)
Software development capitalised (5,253) (1,413) – (6,666)
Net cash flows from investing activities (31,203) (1,413) – (32,616)
Cash flows from financing activities
Net proceeds from capital contributed 62,873 – – 62,873
Loans received/(repaid) (10,018) 3,101 – (6,917)
Net cash flows from financing activities 52,855 3,101 – 55,956
Net increase/(decrease) in cash 20,267 – – 20,267
Opening cash and cash equivalents – – 578 578
Cash acquired on amalgamation 578 – (578) –
Closing cash and cash equivalents 20,845 – – 20,845

Section 11
— New Zealand taxation summary
Section 11 — New Zealand taxation summary — 85
Tax will affect your return from the Shares.
The following comments are of a general nature. They are based
on the law at the date of this Offer Document and do not deal
with your specific circumstances.
You should seek your own tax advice in relation to the Shares.
— Are you tax resident in New Zealand?
Your tax residence will affect how New Zealand taxes apply to your
return on the Shares. Natural persons who have:
— a permanent place of abode in New Zealand; and/or
— been present in New Zealand for more than 183 days in a
12 month period, and not subsequently absent from New Zealand
for more than 325 days in a 12 month period,
are New Zealand tax resident.
A company is tax resident in New Zealand if it is incorporated in
New Zealand, has its head office or centre of management in
New Zealand, or if its directors exercise control of the company in
New Zealand.
Generally Shares held by a trustee will be treated as held by a
New Zealand resident if a New Zealand resident settlor has made
a settlement for the benefit of a trust.
— Distributions
The Directors have adopted a policy that there will not be any dividend
payments or other distributions made for the foreseeable future as any
surplus funds will be retained in order to capitalise on immediate and
future growth opportunities. Accordingly, and until that policy changes,
returns on Offer Shares will be limited to the proceeds of sale or other
disposition of Offer Shares.
— New Zealand tax implications for New Zealand
tax resident Shareholders
Dividends you receive on your Shares
Wynyard will generally be required to withhold resident withholding tax
(“RWT”) from dividends it pays. Currently, the rate of RWT on a fully
imputed dividend is approximately 7% of the cash dividend. Wynyard
will not withhold RWT from dividends you receive if you hold a current
RWT exemption certificate that you have produced to Wynyard.
If you do not have to file an income tax return, receiving dividends from
Wynyard will not change that. If your tax rate is less than 33% receipt
of dividends may entitle you to reduce your other tax liabilities, or get a
refund of any RWT on the dividends, by filing a tax return.
Sale or disposal of Shares
Although New Zealand does not have a capital gains tax, there are
instances where you will be subject to New Zealand tax on gains you
make on the sale or disposal of your Shares. You must consider your
individual circumstances to determine whether any gain you make on
the sale or disposal of your Shares is taxable. Generally, you will be
subject to tax on any gain arising from the sale or disposal of your
Shares if you:
— are in the business of dealing in shares;
— acquire your Shares as part of a profit making undertaking or
scheme; or
— acquire your Shares with the dominant purpose of selling them.
Your taxable gain (or tax deductible loss) will be the difference between
the cost of your Shares and the market value of the consideration you
receive for the Shares.
Distributions you receive from Wynyard will generally be taxable dividends
for New Zealand tax purposes. Wynyard may attach imputation tax
credits to dividends, representing income tax paid by Wynyard on the
distributed income. Some distributions you receive from Wynyard may
not be dividends (for example, non-taxable bonus issues and certain
returns of capital).

86 — New Zealand taxation summary — Section 11
— New Zealand tax implications for non-resident
Shareholders
The following is a summary of the New Zealand tax implications of
investing in the Shares if you are not tax resident in New Zealand and
hold less than 10% of the shares in Wynyard.
Dividends you receive on your Shares
Wynyard will withhold non-resident withholding tax (“NRWT”) from
dividends on your Shares. Generally, a 15% rate of NRWT will apply:
— to the extent the dividend is fully imputed; or
— if you are resident in a country with which New Zealand has a
double taxation agreement with a reduced NRWT rate on dividends
of 15%,
otherwise a 30% rate of NRWT will apply.
This general rule is modified in the following circumstances:
If Wynyard pays a fully imputed dividend, then Wynyard may pay you
an additional supplementary dividend equal to the NRWT liability to
offset any NRWT impost on the dividend payment.
Sale or disposal of Shares
Refer to the “Sale or disposal of Shares” section under the “New Zealand
tax implications for New Zealand tax resident Shareholders” heading
above for a summary of the potential application of New Zealand tax to
any gain you derive on the sale or disposal of your Shares.
However, relief may be sought on any taxable gains you derive from
the sale or disposal of your Shares if you are resident in a country which
has a double taxation agreement with New Zealand and do not have
a permanent establishment in New Zealand. You should seek your own
tax advice in relation to the application of the relevant double taxation
agreement between New Zealand and your home country.
If you derive a taxable gain on the sale or disposal of your Shares and
you are not subject to double tax agreement protection, you may be
required to file a tax return in New Zealand and pay tax on the gain in
New Zealand.
No stamp duty or GST
New Zealand does not have stamp duties. New Zealand GST should
not apply to your investment in the Shares.
— The NRWT withheld may entitle you to a tax credit in your
home country.
— If you hold less than 10% of the shares in Wynyard, and the
relevant double taxation agreement reduces the NRWT rate below
15%, a 0% rate of NRWT will apply where a dividend payment is
fully imputed.
— If you hold 10% or more of the shares in Wynyard, a 0% rate of
NRWT will apply, provided the dividend payment is fully imputed.
To the extent to which the payment is not a fully imputed dividend,
the relevant double taxation agreement tax rate will apply to the
dividend payment.

Section 12
— Statutory information
Section 12 — Statutory information — 87
This section contains the information required by Schedule 1 to the
Securities Regulations.
1 – Main terms of Offer
The Issuer of the Shares for the purposes of the Securities Act is both
Wynyard and Jade. Their registered offices are set out in the Directory.
For the purposes of the Securities Regulations, Jade is only an Issuer
for the purposes of regulations 30 to 34 which relate to advertisements.
This is why this Offer Document:
(a) substantively contains information in relation to Wynyard and the
Wynyard Group, and not Jade; and
(b) refers to Wynyard as the Issuer and Jade as the Offeror.
This Offer is not an investment in Jade.
The securities being offered under this Offer are fully paid ordinary
shares in Wynyard. The Shares are described in more detail under the
heading “What sort of investment is this?” in section 5 entitled
“Answers to Important Questions”.
Wynyard is seeking to raise $65 million under the Offer and Jade is
seeking to raise $3 million under the Offer (net of brokerage fees).
Based on the Indicative Price Range, the indicative maximum number
of Shares being offered by Wynyard under the Offer is 59.1 million
(excluding oversubscriptions) and the maximum number of Shares being
offered by Jade under the Offer is 2.8 million. Only once $65 million of
new capital is raised by Wynyard under the Offer will subscriptions for
the existing Shares that are being offered by Jade be accepted.
In addition, Wynyard retains a discretion to accept oversubscriptions,
up to a maximum amount of $5 million of additional new capital.
Any oversubscriptions will only be accepted by Wynyard once $65 million
of new capital is raised under the Offer and once $3 million (net of
brokerage fees) is raised by Jade from the sale of existing Shares under
the Offer.
The consideration to be paid for each Share is the Price.
Wynyard has set an Indicative Price Range of $1.10 to $1.65 per Share.
However, Wynyard may set the Price within, above or below this range.
Following a bookbuild process in respect of the Institutional Offer and
the Retail Offer, Wynyard will set the Price taking into account various
factors, including:
— the overall demand for Shares at various prices;
— pricing indications from Institutional Investors and NZX Firms in the
bookbuild process;
— the desire of Wynyard to have an orderly and successful
aftermarket for the Shares; and
— any other factors that Wynyard considers relevant.
The Price is expected to be announced and posted on Wynyard’s
website www.intelligentinvestment.co.nz and under the code “NZXR”
on www.nzx.com on or about 19 June 2013.
2 – Name and address of Offeror
Jade is the offeror of the existing Shares that are being offered by Jade
under the Offer. Its registered office is set out in the Directory.
3 – Details of incorporation of Wynyard
Wynyard was incorporated in New Zealand on 20 December 2011
under the Companies Act. Wynyard’s registration number is 3692077.
The public file relating to Wynyard and containing Wynyard’s incorporation
documents is available for inspection on the Companies Office website
at www.business.govt.nz/companies.
Copies may also be obtained by telephoning the Ministry of Business,
Innovation and Employment on 0508 266 726. A prescribed fee may
be charged for a requested document.
4 – Principal subsidiaries of Wynyard
As at the date of this Offer Document, the principal subsidiaries of
Wynyard, each of which are directly or indirectly 100% owned by
Wynyard are:
— WNZ (being the company resulting from Wynyard (NZ) being
amalgamated into Wynyard No. 1 Limited);
— Wynyard USA Corporation;
— Wynyard (Australia) Pty Limited;
— Wynyard (Canada) Inc; and
— Wynyard (UK) Limited.
5 – Names, Addresses and Other Information
Directors
The Directors of Wynyard and their addresses as at the date of this
Offer Document are:
(1) Dr. Murray Horn
(160 Vivian Street, New Plymouth 4130, New Zealand)
(2) Susan Peterson
(94 Arney Road, Remuera, Auckland 1050, New Zealand)

88 — Statutory information — Section 12
(3) Herb Hunt
(411 Walnut Street, Number 9094, Green Cove Springs, Florida,
32043, U.S.A)
(4) Guy Haddleton
(25a Park Avenue, Takapuna, Auckland 0622, New Zealand)
(5) Dr. Raj Bhole
(600 Heards Ferry Road, Atlanta, GA, 30328, U.S.A)
(6) Richard Twigg
(Emsley House, 1 Whiddon Croft, Menston, Ilkley, West Yorkshire,
LS29, 6QQ, United Kingdom)
(7) Craig Richardson
(1 Vanessa Crescent, Glendowie, Auckland 1071, New Zealand)
The Directors can be contacted at Wynyard’s registered office as set
out in the Directory.
Craig Richardson is Managing Director of the Wynyard Group.
Promoter
Jade is a Promoter of the Offer in relation to the new Shares being
offered by Wynyard under the Offer. It is also the Offeror of the existing
Shares it is offering for sale under the Offer. Its registered office is set
out in the Directory.
The directors of Jade as at the date of this Offer Document are Ruth
Richardson, Dr. Raj Bhole, David Lindsay, Alexander Robinson, Ian
Scherger and Richard Twigg (who, except for Dr. Raj Bhole and
Richard Twigg, are also each a Promoter).
Share Registrar
Wynyard’s share registrar is ComputerShare Investor Services Limited.
The contact address of the Share Registrar is set out in the Directory.
Auditor
The auditor of Wynyard is PricewaterhouseCoopers. The contact
address of the auditor is set out in the Directory.
PricewaterhouseCoopers and its partners have obtained a transitional
licence under the Audit Regulation Act 2011 effective from 1 May 2012.
Advisers
The names and addresses of the financial advisers to Wynyard, the
solicitors and other professional advisers who have been involved in
the preparation of this Offer Document, are set out in the Directory.
6 – Restrictions on Directors’ Powers
Wynyard’s constitution
The Constitution incorporates by reference the requirements of the
Listing Rules and the Constitution requires Wynyard to comply with the
Listing Rules once it is listed. The principal restrictions on the powers of
the Board imposed by the Constitution (including the requirements of
the Listing Rules incorporated into the Constitution) and the Listing
Rules (which will apply once Wynyard is listed) are as follows:
(a) the Board may not issue or acquire any equity securities except in
accordance with the provisions of the Companies Act, Constitution
and the Listing Rules;
(b) the Board may not give financial assistance for the purpose of,
or in connection with, the acquisition of equity securities issued or
to be issued by Wynyard, except in limited circumstances and in
accordance with the provisions of the Companies Act, Constitution
and the Listing Rules;
(c) the Board may not cause Wynyard to enter into any transaction
or series of linked or related transactions to acquire, sell, lease,
exchange or otherwise dispose of (otherwise than by way of
charge) assets of Wynyard which would change the essential
nature of the business of Wynyard, or in respect of which the gross
value is in excess of 50% of the average market capitalisation of
Wynyard, without the prior approval of Shareholders in accordance
with the Constitution and the Listing Rules; and
(d) the Board may not allow Wynyard to enter into certain material
transactions with related parties if that related party is, or is likely
to be become, a direct or indirect party to the material transaction
without the prior approval of Shareholders in accordance with the
Constitution and the Listing Rules.
Covenants given by Wynyard to Skipton Investments Limited
Wynyard has covenanted with its major shareholder, Skipton Investments
Limited not to take certain actions without Skipton Investment Limited’s
approval. While this restricts the powers of Wynyard’s Board, such
covenants will cease to have any effect on the Listing.
Companies Act and Listing Rules
In addition, a Director may not vote on any matter in which he or she is
interested unless permitted by the Companies Act and the Listing Rules
where he or she has complied with the relevant provisions and signed
a certificate in respect of the matter.
The Companies Act also contains a number of other provisions that
could have the effect, in certain circumstances, of imposing restrictions
on the powers of the Board. For example, Directors cannot allow
Wynyard to enter into any major transaction (as that term is defined in
the Companies Act) without the prior approval of a special resolution of
Shareholders. These provisions apply to any company registered under
the Companies Act.

Section 12 — Statutory information — 89
7 – Substantial Equity Security Holders of Wynyard
The following table sets out the 10 largest registered holdings of equity securities of Wynyard as at the date of this Offer Document:
SHAREHOLDERS NUMBER OF SHARES %
Skipton Investments Limited 25,115,276 54.54
USA Health Investors LLC 11,635,100 25.27
Jade Software Corporation (NZ) Limited as trustee for Ruth Richardson (NZ) Limited,
Ruth Richardson and Andrew Wright as trustees for Wereroa Investment Trust,
Monday Limited, DW Lindsay Family Trust, DW Lindsay and JM Lindsay as trustees
for the Aysgarth Trust, and Richard Twigg and Ruth Richardson as trustees for
Jade’s Long Term Employee Share Incentive Plan 1,178,802 2.56
Jarden Custodians Limited 1,061,000 2.30
David John Teece 1,048,280 2.28
Sir Gilbert Simpson 765,097 1.66
Kaimore Investments Limited 736,000 1.60
Active Equity Holdings Limited 702,496 1.53
Craig Richardson 474,500 0.81
Syrna Holdings Limited 351,517 0.76
As at the date of this Offer Document, Skipton Investments Limited and
USA Health Investors LLC are also the only substantial security holders
in respect of Wynyard as defined in the Securities Markets Act. This
means that such persons have a relevant interest (as defined in the
Securities Markets Act) in 5% or more of the Shares of the Company.
USA Health Investors LLC’s registered holding in the above table
includes the $3 million worth of Shares (net of brokerage fees) that
Jade will purchase from USA Health Investors LLC prior to the Closing
Date for the purposes of offering those Shares under the Offer. If these
shares are not fully sold in the Offer they are repurchased by USA Health
Investors LLC and not held by Jade. The number of Shares that will be
purchased by Jade from USA Health Investors LLC will not be known
until the final Price has been determined. Further details of the Shares
that will be acquired by Jade from USA Health Investors LLC are set out
in this section 12 under the heading “Other Material Matters”.
Skipton Investments Limited is the legal and beneficial owner of the
shares set out in the table above by its name and USA Health Investors
LLC is the legal and beneficial owner of the shares set out in the table
beside its name. Skipton Investments Limited and USA Health Investors
LLC acquired its shares in Wynyard as a result of the in specie
distribution of capital of the shares in Wynyard that was made by Jade
as part of the restructuring steps undertaken to separate the Wynyard
Group from the Jade group of companies. For further information on
the restructuring steps see paragraph 26 below under the heading
“Other Material Matters”.
None of the persons named above guarantees, or undertakes any
liability in respect of the Shares.
A description of the nature of the relevant interests held by each of
Skipton Investments Limited and USA Health Investors LLC and the
consideration and other terms and conditions of the transaction under
which the beneficial owner acquired and holds those securities, as
disclosed to Wynyard is also set out below.

90 — Statutory information — Section 12
8 – Description of activities of Wynyard Group
Wynyard, WNZ, Wynyard USA Corporation, Wynyard (UK) Limited,
Wynyard (Australia) Pty Limited and Wynyard (Canada) Inc comprise
the “issuing group” for the purposes of the Securities Regulations
2009. The principal activity of each member of the Wynyard Group is
the provision of software products and services that protect financial
institutions, governments and national infrastructure operations from
increasing global threats, crime and corruption.
The principal assets of the Wynyard Group are its intellectual property
in the products that it owns or has licence rights to resell, which are
described in detail in section 7 entitled “The Wynyard Group and its
Business”. The Risk Management, Intelligence and Digital Forensics
products are owned by the Wynyard Group but the Wynyard Group
licences some third party and open source components (for more
information on such components see section 7 entitled “The Wynyard
Group and its Business” under the heading “Technology Platform”).
Also, some of the intellectual property in the Investigations product is
owned by the Australian Federal Police but the Wynyard Group has an
exclusive, worldwide right to commercialise that product (for further
information in relation to this product see paragraph 26 below under
the heading “Other Material Matters”).
Further details of the activities and assets of the Wynyard Group can
be found in section 7 entitled “The Wynyard Group and its Business”.
9 – Summary Financial Statements
Summary financial statements for Wynyard for the two consecutive
financial years preceding 31 December 2012 are set out in Appendix 1
entitled “Historical Financial Information and Auditors’ Report”.
As Wynyard was incorporated on 20 December 2011, there are no
summary financial statements for it to report for previous financial years.
10 – Prospects and Forecasts
A statement as to the trading prospects of the Wynyard Group,
together with any material information relevant to those prospects are
set out in section 7 entitled “The Wynyard Group and its Business” and
in section 10 entitled “Prospective Financial Information” under the
“Prospective Statement of Cash Flows”.
Special trade factors and risks which could materially affect the
prospects of the Wynyard Group and which are not likely to be known
or anticipated by the general public are set out under the heading “What
are my risks?” in section 5 entitled “Answers to Important Questions”.
11 – Provisions Relating to Initial Flotations and
Minimum Subscription
The plans of the Directors in respect of the Wynyard Group during
the 12 month period commencing on the date of this Offer Document
are to continue to implement its growth strategy as described in
section 7 entitled “The Wynyard Group and its Business” under the
heading “Growth strategies”.
The sources of finance required for these plans will be the proceeds
from the issue of new shares in Wynyard under the Offer less costs
associated with the Offer and payments made to Jade to pay the
purchase price for assets purchased from the Jade group and to
repay debts incurred prior to listing (as set out in section 12 entitled
“Statutory Information” under the headings “Material Contracts” and
“Existing intercompany loans owed to Jade”).
Notwithstanding the plans of the Directors, the proceeds of the Offer
that relate to the new Shares offered by Wynyard may be applied
towards any other purpose.
A prospective statement of financial position, a prospective
statement of financial performance and a prospective statement of
cash flows for the accounting periods ending 31 December 2013 and
31 December 2014 are set out in section 10 entitled “Prospective
Financial Information”.
For the purposes of section 37(2) of the Securities Act, the minimum
amount that, in the opinion of the Directors, must be raised by the
issue of the Shares in order to provide the sums required to be
provided in respect of:
(a) the purchase price of any property to be purchased that is to be
met in whole or in part out of the proceeds of the Offer;
(b) any preliminary expenses or commission payable by Wynyard;
(c) working capital; and
(d) the repayment of any money borrowed by Wynyard in respect of
any of the above matters,
is $60 million.

Section 12 — Statutory information — 91
12 – Acquisition of business or subsidiary
No business has been acquired by any member of the Wynyard Group
in the 2 years preceding the date of this Offer Document.
Subsidiary companies have been acquired by the Wynyard Group
through the amalgamation of Wynyard (NZ) into Wynyard No. 1 Limited,
which is now called Wynyard (NZ) Limited. A full description of the
restructuring that occurred prior to the date of this Offer is set out
below under the heading “Other Material Matters”.
Summary financial statements for the 5 consecutive financial years for
Wynyard (NZ) preceding 31 December 2012 are set out in Appendix 1
entitled “Historical Financial Information and Auditors’ Report”.
13 – Securities paid up otherwise than in cash
Wynyard has not allotted to any person any securities paid up
otherwise than in cash within the 5 years preceding the date of this
Offer Document.
14 – Options to Subscribe for Securities of the
Wynyard Group
Wynyard intends to grant options to its executives and key senior
employees that are based outside of New Zealand to acquire Shares in
Wynyard in accordance with the terms of Wynyard’s Employee Long
Term Incentive Plan.
In aggregate:
(a) the members of Wynyard’s executive team based outside of
New Zealand will be granted 1,536,000 options to acquire Shares
in Wynyard; and
(b) the three senior managers based outside of New Zealand will be
granted 768,000 options to acquire Shares in Wynyard.
Each option will entitle the holder to acquire one Share ranking equally
with all other Shares on issue. There is no issue price for each option
but the employees will be required to pay an exercise price if they
exercise the options. The exercise price payable for each option
exercised will be an amount equal to the Price of the Shares under the
Offer plus a premium of 8%.
Employee Long Term Incentive Plan are set out in section 8 entitled
“Directors, Senior Management and Corporate Governance” under
the heading “Employee Long Term Incentive Plan”.
15 – Appointment and Removal of Directors
Wynyard is a party to a listing agreement with NZX (a registered
exchange) and the method by which Directors of Wynyard may be
appointed to or removed from, or otherwise vacate, office is the same
as that contained in the Listing Rules.
No person, other than Wynyard’s Shareholders in a general meeting
or the Directors acting as a Board to fill a casual vacancy, has the
right to appoint any Director. Shareholders can remove Directors by
ordinary resolution.
Each Director has the power to appoint any person as an alternate
Director, who may be any person not disqualified under the Companies
Act from holding the position of a director of a company and who is
approved by a majority of the other Directors.
16 – Interested Persons
For the purposes of the information set out under this heading,
“specified person” means a director or proposed director of Wynyard,
a Promoter or an associated person of any of them.
No specified person other than Craig Richardson will be entitled to any
remuneration from the Wynyard Group other than by way of directors’
fees, reasonable travelling, accommodation and other expenses
incurred in the course of performing duties or exercising powers as a
director. There is no dollar limit on the expenses that the Directors are
entitled to recover from Wynyard.
Craig Richardson is entitled to be paid remuneration from the Wynyard
Group in his role as Managing Director.
The table below sets out details of any shareholdings in Wynyard that
specified persons have, or have had, at any time during the 5 years
preceding the date of this Offer Document.
DIRECTOR HOLDER OF NUMBER OF
THE SHARES
SHARES HELD
The options will only be exercisable by each employee in accordance
with the terms of Wynyard’s Employee Long Term Incentive Plan and
will only be able to be exercised for a 2 year period after specific
vesting conditions have been met (although Wynyard has a discretion
in exceptional circumstances to permit a participant to exercise his or
her options if the vesting conditions are not met). Details of Wynyard’s
Richard Twigg Skipton Investments Limited 25,115,276 Shares
Dr. Raj Bhole USA Health Investors LLC 11,635,100 Shares
Craig Richardson
Monday Limited
Craig Richardson 33
153,048 Shares
474,500 Shares
33. In addition, Wynyard intends to issue to Craig Richardson 1,200,000 redeemable
ordinary shares under its long term incentive plan. See section 8 entitled “Directors,
Senior Management and Corporate Governance” under the heading “Employee long
term incentive plan”.

92 — Statutory information — Section 12
17 – Material Contracts
The Wynyard Group has entered into the following material contracts in
the two years prior to the date of this Offer Document:
(1) Agreement for sale and purchase of specified assets
between Jade, WNZ and Wynyard
WNZ entered into an agreement for sale and purchase with Jade
dated 24 May 2013. The agreement records the terms on which
WNZ acquired from Jade the Wynyard Intelligence and Wynyard
Investigations suite of computer software, the intellectual property
rights in such computer software, certain Wynyard branded trade
marks and domain names and specified leasehold interests in
premises in Christchurch and Auckland on 30 March 2013.
The purchase price for the assets was $9,599,000 and settlement
occurred on 30 March 2013.
The purchase price was not paid by WNZ on the settlement date.
Rather, a debt of $9,599,000 (being the amount of the purchase
price) was created and remains owing by WNZ to Jade. The debt
is payable by WNZ on demand. However, Jade is not able to make
demand until the earlier of:
(a) the date that Wynyard is listed on the NZX Main Board and/or
receives additional capital from a third party investor (not being
any subscription for shares by employees or prospective
employees); and
(b) 31 July 2013.
Under the agreement, Wynyard has guaranteed to Jade WNZ’s
obligation to pay the debt and the intercompany loans owing by
WNZ to Jade. Further information on the intercompany loans is
contained in this section 12 in paragraph 26 below under the heading
“Other Material Contracts”.
(2) Agreement for transfer of rights under contracts
between Jade Software Corporation (UK) Limited,
Wynyard (UK) Limited and Wynyard
Wynyard (UK) Limited entered into an agreement for the transfer of
rights under contracts with Jade Software Corporation (UK) Limited
dated 24 May 2013. The agreement records the terms on which
Wynyard (UK) Limited acquired all of Jade Software Corporation
(UK) Limited’s rights under specified contracts with effect from
30 March 2013.
The purchase price for the contracts was $1,013,785 and
settlement occurred on 30 March 2013.
The purchase price was not paid by Wynyard (UK) Limited on
the settlement date. Rather, a debt of $1,013,785 (being the
amount of the purchase price) was created and remains owing by
Wynyard (UK) Limited to Jade Software Corporation (UK) Limited.
The debt is repayable by Wynyard (UK) Limited on demand.
However, Jade Software Corporation (UK) Limited is not able to
make demand until the earlier of:
(a) the date that Wynyard is listed on the NZX Main Board and/or
receives additional capital from a third party investor (not being
any subscription for shares by employees or prospective
employees); and
(b) 31 July 2013.
Under the agreement, Wynyard has guaranteed to Jade Software
Corporation (UK) Limited, Wynyard (UK) Limited’s obligation to pay
the debt.
(3) Agreement for transfer of rights under contracts
and licences between Jade Software Corporation
(Australia) Pty Limited, Wynyard (Australia) Pty Limited
and Wynyard
Wynyard (Australia) Pty Limited entered into an agreement for the
transfer of rights under contracts and licences with Jade Software
Corporation (Australia) Pty Limited dated 24 May 2013. The
agreement records the terms on which Wynyard (Australia) Pty
Limited acquired all of Jade Software Corporation (Australia) Pty
Limited’s rights under specified contracts and licences relating to
premises in Sydney with effect from 30 March 2013.
The purchase price for such rights was $1,527,428 and settlement
occurred on 30 March 2013.
The purchase price was not paid by Wynyard (Australia) Pty
Limited on the settlement date. Rather, a debt of $1,527,428
(being the amount of the purchase price) was created and remains
owing by Wynyard (Australia) Pty Limited to Jade Software
Corporation (Australia) Pty Limited. The debt is repayable by
Wynyard (Australia) Pty Limited on demand. However, Jade
Software Corporation (Australia) Pty Limited is not able to make
demand until the earlier of:
(a) the date that Wynyard is listed on the NZX Main Board and/or
receives additional capital from a third party investor (not being
any subscription for shares by employees or prospective
employees); and
(b) 31 July 2013.
Under the agreement, Wynyard has guaranteed to Jade Software
Corporation (Australia) Pty Limited, Wynyard (Australia) Pty
Limited’s obligation to pay the debt.

Section 12 — Statutory information — 93
(4) Agreement for transfer of rights under contracts
between Jade Software Corporation (NZ) Limited,
WNZ and Wynyard
WNZ entered into an agreement for transfer of rights under
contracts with Jade Software Corporation (NZ) Limited dated
24 May 2013. The agreement records the terms on which WNZ
acquired all of Jade Software Corporation (NZ) Limited’s rights
under specified contracts with effect from 30 March 2013.
The purchase price for the contracts was $11,459,787 and
settlement occurred on 30 March 2013.
The purchase price was not paid by WNZ on the settlement date.
Rather, a debt of $11,459,787 (being the amount of the purchase
price) was created and remains owing by WNZ to Jade Software
Corporation (NZ) Limited. The debt is repayable by WNZ on
demand. However Jade Software Corporation (NZ) Limited is not
able to make demand until the earlier of:
(a) the date that Wynyard is listed on the NZX Main Board and/or
receives additional capital from a third party investor (not being
any subscription for shares by employees or prospective
employees); and
(b) 31 July 2013.
Under the agreement, Wynyard has guaranteed to Jade Software
Corporation (NZ) Limited, WNZ’s obligation to pay the debt.
The aggregate purchase price for all the intellectual property assets and
contractual rights purchased by the Wynyard Group (being $23.6 million) under
the four sale and purchase agreements referred to in points (1) to (4) above was
determined having regard to an independent valuation report from Ernst & Young
dated 15 February 2013. The $23.6 million was within the range of market value
determined by Ernst & Young (which was $23.6 million to $25.6 million). The
standard of valuation used by Ernst & Young was market value. Ernst & Young is
the Jade group of companies and the Wynyard Group’s tax advisers in Australia,
the United Kingdom and Canada, but has no interest in the assets that were
transferred to the various entities in the Wynyard Group. Please note that
valuation of technology assets is potentially subject to greater variation in
comparison to the valuation of some other tangible asset classes.
(5) Umbrella Services Agreement
The agreement for sale and purchase of specified assets between
Jade, WNZ and Wynyard dated 24 May 2013 (referred to in item
1 above) required the parties to enter into an umbrella services
agreement as soon as reasonably practicable after the Settlement
Date. This agreement was entered into on 24 May 2013. Wynyard
and Jade consider this agreement to be on arms’ length
commercial terms, and the prospective financial information in
section 10 entitled “Prospective Financial Information” reflect the
services that will be provided under this agreement.
The key terms of such agreement are as follows:
(a) JADE Development and Support Services to be provided
by WNZ: WNZ has agreed to provide ongoing support and
development services to Jade in respect of the JADE software
which remains owned by Jade. The initial term of these services
is 10 years. After the initial term these services will continue for
additional 1 year terms unless Jade gives 6 months’ notice not
to renew. Jade will pay WNZ an arms’ length commercial daily
rate for each day of support and development services
provided. WNZ will invoice Jade for the charges monthly in
arrears, in 12 equal instalments based on 2,200 days of
development services per annum and 1,300 days of support
services per annum. However, the agreements provide for
unders and overs of development days of up to 10% to be
carried over to the following year. The approximate annual fee is
estimated to be in the range of $2.2 million to $2.6 million.
(b) Software application maintenance and support services
to be provided by Jade: Jade has agreed to perform
software application maintenance and support services to five
specified customers of the Wynyard Group. The services provided
under the contracts with the five customers include the following:
— managed services (a 24/7 service covering the installation,
maintenance, monitoring and ongoing management of the
customer’s application, supporting software layers and
server platforms) for which Jade is paid a fee of
$1,872,680 plus GST per annum;
— toolset support services for which Jade is paid an
aggregate fee of AUD152,771 plus GST and
GBP9,187 plus value added taxes per annum;
— customer support service for which Jade is paid a monthly
fee of $6,250 plus GST for each customer who receives
support services;
— development services charges, for which Jade is paid a
commercial daily rate for development services provided;
— systems administration services for which Jade is paid
a commercial daily rate for systems administration
services provided.
Jade will invoice WNZ for such services at the same time that
WNZ is entitled to invoice the relevant customer to whom the
services are provided. Wynyard makes a margin in on-selling
the services provided by Jade. The estimated margin to be
derived by WNZ for the 31 December 2013 financial year is in
the range of 15% to 20%, depending on the mix of services
provided in any particular period.

94 — Statutory information — Section 12
The term of these services will match the term of each relevant
contract entered into with the specified five customers.
(c) Server hosting and remote management services to be
provided by Jade: Jade has agreed to provide hardware
hosting and remote software management services to
specified customers of the Wynyard Group. The term of these
services matches the term of each relevant contract entered
into with the specified customers. Jade’s fee for the provision
of such services as at the date of this Offer Document is
$516,251 plus GST per annum. Jade will invoice WNZ for such
services at the same time that WNZ is entitled to invoice the
relevant customer to whom the services are provided. Wynyard
makes a margin in on-selling the services provided by Jade.
The estimated amount of the margin to be derived by WNZ for
the 31 December 2013 financial year is 20% to 30%.
(d) Administrative Services to be provided by Jade: Jade has
agreed to provide some administrative services to WNZ and its
subsidiaries in respect of finance, human resources, corporate
services, building maintenance and housekeeping,
documentation and graphics. These services will be provided
until 31 December 2013. Unless WNZ gives at least 2 months’
notice prior to 31 December 2013 that it does not wish all or
part of these services to continue to be provided after this
date, the services will continue to be provided after 31
December 2013 but either party may terminate all or part of
the services by giving 6 months’ notice. The monthly fee
payable for the administrative services provided by Jade is
$72,500 plus GST per month. Jade will invoice WNZ for these
services monthly in arrears.
(e) Server hosting and communication infrastructure
services to be provided by Jade in respect of the
Wynyard Group’s software development servers: Jade
has agreed to provide the following services to WNZ and its
subsidiaries (these services are not provided directly to
customers of WNZ and/or its subsidiaries):
(i)
infrastructure support;
(ii) email and calendar services;
(iii) file back-up storage;
(iv) networking, common services, location services, access
and security services;
(v) development server and support services.
The services will be provided for an initial term of 3 years. After
the initial term these services will continue to be provided for
(f)
additional 1 year terms unless either party gives 3 months’
notice of termination prior to the end of the initial term or any
renewed term.
The fee payable to Jade for these services is the aggregate of:
(i)
a service charge of $53,750 plus GST per month;
(ii) a licence and development server environment charge of
$25,000 plus GST per month;
(iii) a staff service charge calculated on the number of
employees of WNZ and its subsidiaries by Jade’s
commercial rate for staff services;
(iv) a file backup storage charge calculated by multiplying
WNZ’s actual digital storage (per gigabyte) used for the
relevant month by Jade’s commercial rate for file backup
storage; and
(v) a development server services charge calculated by
multiplying WNZ’s actual usage of development server
services by Jade’s commercial rate for the applicable
development services.
Jade will invoice WNZ for this fee monthly in arrears. The
above charges and Jade’s commercial rates are fixed until
1 January 2016.
JADE software licence to be granted by Jade: Jade has
agreed to grant WNZ and its subsidiaries a non-exclusive,
non-transferrable, licence to use and resell JADE software and
to provide maintenance and support services in respect of the
JADE software. The initial term of the licence is 5 years and
WNZ has one right of renewal of 5 years. Thereafter, the
licence automatically renews for additional 1 year terms unless
either party gives 90 days’ notice prior to the end of the
additional term of its intention not to renew the licence. WNZ is
required to pay Jade a royalty of 5% of the revenue received by
WNZ and/or its subsidiaries in respect of the licencing and
maintenance of the Wynyard Group’s products (only where such
products also include JADE products), and excluding revenue
relating to professional services, hosting services, SaaS and
the licence, support, maintenance and use of third party
software. For any SaaS revenue relating to such products, the
royalty is 5% of 50% of the revenue received by WNZ and/or
its subsidiaries after excluding all revenue related to content,
customer support and professional services.
Wynyard estimates that the royalty payable to Jade will
be approximately $200,000 for the 31 December 2013
financial year.

Section 12 — Statutory information — 95
Wynyard estimates that the fee payable by WNZ to Jade
for services to be provided by Jade under the umbrella services
agreement for the 2013 financial year will be approximately $7.1
million and the annual fee payable by Jade to WNZ for services to
be provided by WNZ to Jade will be approximately $2.2 million to
$2.6 million.
(6) Loan from Jade to Wynyard
Jade has agreed to provide Wynyard with a loan of up to
$4,000,000 to fund the Wynyard Group’s continued investment in
product and market development and the Wynyard Group’s
operating expenses prior to the Listing pursuant to a loan agreement
dated 21 April 2013. Interest accrues on the loan at the rate of 7%
per annum and the loan is repayable by Wynyard on the earlier of
written demand by Jade (which cannot be made until 31 July
2013) or the Listing. This loan is intended to be repaid from the
proceeds of the Offer.
(7) General security agreement granted by Wynyard in
favour of Jade
To secure Wynyard’s obligations under:
(a) the loan from Jade referred to in point (6) above; and
(b) the guarantees Wynyard has granted to the Jade group of
companies under the sale agreements referred to in points (1)
to (4) above in respect of the debts for the purchase price of
the assets and the existing intercompany advances Jade has
advanced to WNZ referred to below under the heading “Other
Material Matters”,
Wynyard has granted to Jade a security interest over all its present
and after acquired property pursuant to a general security
agreement dated 21 April 2013. It is intended that the proceeds of
the Offer will be used to repay all amounts secured under this
general security agreement on the successful completion of this
Offer. This general security agreement will be released upon all
amounts secured being repaid. If the amount raised under the
Offer is less than $65 million, Wynyard will not repay all amounts
secured under the general security agreement so the general
security agreement will remain in place until all amounts secured
are subsequently repaid by Wynyard.
(8) Deed of covenant in favour of Skipton Investments
Limited
Wynyard has entered into a deed of covenant dated 21 April 2013
under which it has covenanted to Skipton Investments Limited,
its major shareholder, not to take certain actions without Skipton
Investments Limited’s prior written consent. The covenants will
cease to apply on the Listing.
(9) Offer Management Agreement
Wynyard, Jade and UBS have entered into an Offer Management
Agreement dated 5 June 2013. This agreement sets out the
obligations of UBS when conducting the bookbuild process in
relation to the Offer. A brief summary of the terms of this agreement
is set out in section 9 entitled “Details of the Offer” under the
heading “Offer Management Agreement”.
(10) Deed of Director’s Indemnity
Wynyard has entered into a Deed of Directors Indemnity in favour
of the directors of the Wynyard Group, dated 24 May 2013.
(11) Deed of Indemnity granted by Jade
Jade has entered into a deed of indemnity in favour of Wynyard
and WNZ dated 31 May 2013. Under the deed Jade has
indemnified Wynyard and WNZ in respect of any liability those
companies may incur as a result of any New Zealand GST liabilities
of the members of the Jade GST Group (other than Wynyard and
WNZ). Further information on this matter is set out in this section
12 entitled “Statutory Information” in paragraph 26 below under
the heading “Other Material Matters”.
(12) Restricted Security Agreement – Skipton Investments
Limited
Wynyard has entered into a restricted security agreement with
Skipton Investments Limited dated 31 May 2013. Under the
agreement Skipton Investments Limited has agreed not to sell
or transfer any of the Shares that it holds in Wynyard immediately
prior to the Allotment Date until after Wynyard’s financial results
for the year ended 31 December 2014 are announced.
(13) Restricted Security Agreement – USA Health
Investments LLC
Wynyard has entered into a restricted security agreement with
USA Health Investors LLC dated 31 May 2013. Under the
agreement USA Health Investors LLC has agreed not to sell or
transfer any of the Shares that it holds in Wynyard immediately
prior to the Allotment Date until after Wynyard’s financial results
for the year ended 31 December 2014 are announced. Any of the
$3 million of shares (net of brokerage fees) repurchased from
Jade, not sold in the Offer are subject to the same restriction.
(14) Restricted Security Agreements – senior employees
Each of Craig Richardson, Murray Page, Paul Stokes, Roger Jarquin,
Saya Wahrlich, Dean Cooper, Nevin Grieve, Arun Raj and Jon Piercey
entered into a restricted security agreement with Wynyard dated
31 May 2013 under which they have each agreed not to sell or
transfer prior to the release of Wynyard’s financial statements for
the year ended 31 December 2014, any of those Shares issued to
them prior to the date of this Offer Document that will be fully paid
up from the bonus paid by Jade (see section 8 of this Offer
Document entitled “Directors, Senior Management and Corporate
Governance” under the heading “Shares held by Executive Team”.

96 — Statutory information — Section 12
(15) Agreement relating to the licensing and support
of software
Jade, Jade Software Corporation UK Limited, Skipton Building
Society (Skipton), Homeloan Management Limited, WNZ and
Wynyard (UK) Limited are parties to an agreement relating to
licensing and support of software dated 4 June 2013. If the JADE
support and development services that WNZ is required to provide
to Jade under the umbrella services agreement are terminated
due to the default or insolvency of Jade, WNZ has agreed in
favour of Skipton that it will, if requested by Skipton (either itself or
through Wynyard (UK) Limited) provide the support services that it
was required to provide Jade in respect of JADE directly to
Skipton on the same terms.
18 – Pending Proceedings
There are no legal proceedings or arbitrations that are pending as at
the date of this Offer Document that may have a material adverse effect
on Wynyard.
19 – Preliminary and Issue Expenses
Issue expenses (including brokerage and commission fees, NZX Listing
fees, share registry expenses, legal fees, the Joint Lead Manager’s fees,
UBS’s fees, accounting fees, advertising costs, printing costs and
postage and courier costs) relating to the Offer are estimated to amount
to an aggregate of approximately $3.6 million. This assumes that the
Offer is fully subscribed.
Wynyard will pay all costs associated with the Offer.
Wynyard will pay the Joint Lead Managers a fee in connection with the
Offer. UBS will then pay the following brokerage fees:
— to NZX Firms and Brokers, a fee of 1.75% of the proceeds in
respect of the Shares allotted pursuant to valid Applications for
the Offer submitted under firm allocations;
— to Forsyth Barr and Retail Co-managers a fee of 2.00% of the
proceeds in respect of the Shares allotted pursuant to valid
Applications for the Offer submitted under firm allocations; and
20 – Restrictions on Wynyard Group
Wynyard has covenanted with Skipton Investments Limited not to
(amongst other things) declare, pay or make any dividend or other
distribution without Skipton Investment Limited’s prior written consent.
This covenant will cease to apply on the Listing.
21 – Other Terms of Offer and Securities
All of the terms of the Offer, and all the terms of the Shares, are set
out in this Offer Document, other than any terms implied by law or any
terms set out in a document that has been registered with a public
official, is available for public inspection and is referred to in this
Offer Document.
22-23 – Financial Statements
Financial statements of Wynyard for the 12 month accounting period
to 31 December 2012 are set out in Appendix 1 entitled “Historical
Financial Information and Auditors’ Report”.
24 – Additional Interim Financial Statements
Not applicable.
25 – Places of Inspection of Documents
The Constitution of Wynyard, copies of the material contracts referred to
above under the heading “Material Contracts” and copies of the financial
statements referred to under the headings “Prospective Financial
Information” and “Historical Financial Information and Auditors’ Report”
above, may be inspected (without charge) during the period of the Offer
during normal business hours at the registered office of Wynyard as set
out in the Directory. Copies of those documents are also available for
public inspection on the Companies Office website at www.business.
govt.nz/companies. Copies may also be obtained by telephoning the
Ministry of Business, Innovation and Employment on 0508 266 726.
A prescribed fee may be charged for a requested document.
Copies of the financial statements referred to under the headings
“Prospective Financial Information” and “Historical Financial Information
and Auditors’ Report” can also be obtained free of charge at
www.intelligentinvestment.co.nz.
— to Forsyth Barr and Retail Co-managers an additional
fee of 0.25% of the proceeds in respect of the Shares allotted
pursuant to valid Applications for the Offer submitted under firm
allocations when the aggregate of these valid Applications exceed
an amount agreed between UBS, Forsyth Barr and the Retail
Co-managers.
Jade will pay to Wynyard brokerage on existing Shares allotted under
the offer at 2.5% of the proceeds of the existing Shares allotted under
the Offer.

Section 12 — Statutory information — 97
26 – Other Material Matters
Restructuring of the Wynyard Group
On 1 April 2013 Wynyard ceased to be a subsidiary of Jade and
acquired subsidiaries that make up the Wynyard Group as at the date
of this Offer. The structure of the Wynyard Group after the restructuring
is set out below.
Post restructuring group structures
Jade group
Wynyard Group
Jade Software
Corporation
Limited’s
Shareholders
Jade Software
Corporation
Shareholders / Wynyard
Group Employees
Wynyard Group Limited
Jade Software
Corporation Limited
Wynyard (NZ) Limited
Jade Software
(NZ) Limited
Jade Software
Corporation Pty
Limited
Jade Software
Corporation USA
Jade Software
Corporation UK
Limited
Wynyard
(Australia) Pty
Limited
Wynyard (UK)
Limited
Wynyard (Canada)
Inc
Wynyard USA
Corporation
The separation of the Wynyard Group from the Jade group was
achieved by the following steps:
— Wynyard incorporating a new wholly owned subsidiary called
Wynyard No. 1 Limited;
— Jade making an in specie distribution of the Shares in Wynyard to
Jade shareholders. At the time of the distribution neither Wynyard
or Wynyard No. 1 Limited had any assets or liabilities;
— Various intellectual property and contractual rights were sold by
Jade and other Jade subsidiaries (as set out in paragraph 17
above under the heading “Material Contracts”) to Wynyard Group
entities under various agreements with debts owed by Wynyard
Group entities to the relevant Jade entities;
— Wynyard (NZ), which was a subsidiary of Jade, amalgamated into
Wynyard No. 1 Limited with the Shares in Wynyard (NZ) being
cancelled under the amalgamation. Wynyard (NZ) Limited had as
companies under its corporate structure those companies that make
up the balance of the Wynyard Group as at the date of this Offer; and
— Immediately after the amalgamation Wynyard No. 1 Limited was
renamed Wynyard (NZ) Limited.
This restructuring resulted in the Wynyard Group ceasing to be
subsidiaries of Jade, and being wholly owned by the Jade shareholders
directly. The Wynyard Group, however, owes to the Jade entities the
purchase price for the various intellectual property and contractual
rights sold to the Wynyard Group entities, which are intended to be
repaid from the proceeds of this Offer.
Joint and several liability with the Jade group for tax
liabilities
Wynyard and WNZ were included in a tax consolidated group with
other Jade companies in New Zealand. As a result, Wynyard and WNZ
and each New Zealand member of the Jade group of companies
(together the Jade Tax Consolidated Group) had joint and several
liability for any income tax liabilities of the Jade Tax Consolidated Group
for the years they were included in the Jade Tax Consolidated Group.
Wynyard and WNZ will cease to be members of the Jade Tax
Consolidated Group on or before Listing.
However, the Commissioner of Inland Revenue has exercised her
discretion to release Wynyard and WNZ from any joint and several
liability for any income tax assessments of the Jade Tax Consolidated
Group for the 2009 financial year onwards.

98 — Statutory information — Section 12
The above releases Wynyard and WNZ from joint and several liability for
income tax purposes only. Wynyard and WNZ remain joint and severally
liable with the other members of the Jade GST Group for any GST
liabilities of the Jade GST Group for those GST periods that they were
included in the GST group. However, Jade has granted an indemnity in
favour of Wynyard and WNZ, in respect of any liability those companies
may incur as a result of any New Zealand GST liabilities of the
members of the Jade GST Group other than Wynyard and WNZ.
The joint and several liability does not apply to other tax types such as
PAYE, FBT, NRWT, RWT etc.
Selldown of existing Shares into the Offer
After the restructuring of the Wynyard Group set out above, Jade
entered into an agreement with USA Health Investors LLC, the second
largest shareholder of Wynyard, under which Jade will prior to the
Closing Date purchase $3 million worth of Shares (net of brokerage
fees) for the purpose of Jade being able to offer these Shares under
the Offer. The purchase price for the Shares as between Jade and USA
Health Investors LLC is the Price under this Offer (less an amount equal
to any brokerage paid by Jade to Wynyard on existing Shares allocated
under the Offer). Any Shares not sold by Jade in the Offer will be sold
back to USA Health Investors LLC at the Price (less an amount equal
to any brokerage paid by Jade to Wynyard on existing Shares allocated
under the Offer), prior to Wynyard becoming a code company for the
purposes of the Takeovers Code.
Existing intercompany loans owed to Jade
As at the date of this Offer Document, WNZ owes Jade the sum of
$10,063,472 in respect of intercompany loans made by Jade to
Wynyard (NZ) prior to WNZ ceasing to form part of the Jade group. The
intercompany loans were used to fund the Wynyard Risk Management
and Digital Forensics businesses and the sales and marketing of the
Wynyard Intelligence and Wynyard Investigations products. Interest
accrues on the intercompany loan at the Official Cash Rate until and
including 31 July 2013 and thereafter will accrue at the rate of 7% per
annum. The intercompany loans are repayable to Jade on demand.
However, Jade may only make demand on the earlier of:
(a) the date that Wynyard is listed on the NZX Main Board and/or
receives additional capital from a third party investor (not being any
subscription for shares by employees or prospective employees); and
(b) 31 July 2013.
Part of the proceeds of the Offer received by Wynyard will be used to
fully repay this loan. If the amount raised under the Offer is less than
$65 million, this debt will not be fully repaid and the unpaid amount
of the intercompany loans will be one dollar for every dollar less than
$65 million that is raised under the Offer up to a maximum amount of
$5 million. If this occurs, the unpaid balance will not be repayable on
demand by Jade, and WNZ may make repayments of the unpaid
balance in full or in part at any time, but must repay the unpaid balance
in full on the third anniversary of the Listing date. The general security
agreement granted by Wynyard to Jade referred to in item 7 under the
heading “Material Contracts” above, will secure the guarantee that
Wynyard has granted to Jade in respect of WNZ’s obligation to repay
the intercompany loans.
Purchase price owed to Jade entities under sale and
purchase agreements
Under the four sale and purchase agreements referred to under
the heading “Material Contracts” in this section 12 entitled
“Statutory Information”, the relevant Wynyard Group purchasing entity
under each agreement owes a debt equal to the purchase price of the
assets acquired to the relevant Jade vendor entity. Part of the proceeds
of the Offer received by Wynyard will be used to enable the Wynyard
Group to fully repay these debts.
Purchase of Wynyard’s Digital Forensics software from
New Zealand Police
Wynyard (NZ) (now WNZ through Wynyard (NZ) being amalgamated)
acquired the Digital Forensics software from the New Zealand Police
on 1 August 2012.
Under the sale agreement, New Zealand Police has an option to buy
back all intellectual property rights in the Digital Forensics product
(including any developments made to that product by WNZ) for the
sum of $1.00 if New Zealand Police terminates the agreement for an
unremedied breach by WNZ or the insolvency of WNZ or if WNZ
advises or New Zealand Police determines that development and
maintenance services are no longer available and WNZ cannot provide
an alternative service supplier of substantial similarity under similar
terms and conditions. Also, WNZ has granted New Zealand Police
a security interest in the Digital Forensics software (as developed
by WNZ) to secure its obligations to New Zealand Police under the
sale agreement.
Reseller’s Agreement with Commonwealth of Australia
as represented by the Australian Federal Police (AFP)
Some of the intellectual property rights in the Wynyard Investigations
product distributed and used by the Wynyard Group are owned by the
AFP. Under the reseller’s agreement WNZ and all of its subsidiaries
have an exclusive worldwide right to promote, sell, implement and
support this product to third parties.
The current term of the reseller’s agreement ends on 14 January 2015.
If the reseller’s agreement expires or if it is terminated due to a breach of
AFP, the Wynyard Group is granted a perpetual, irrevocable, worldwide
and exclusive licence to reproduce, adapt and exploit the product, on
payment of a specified royalty to AFP. Therefore, the Wynyard Group’s
exclusive reseller rights will continue after the term expires on payment
of the specified royalty to AFP. If the reseller’s agreement is terminated
due to a material breach by the Wynyard Group, the Wynyard Group
will have no right to use, sell or distribute the product.

Section 12 — Statutory information — 99
Skipton Building Society and Homeloan Management
Limited customer contracts
The Wynyard Group has entered into contracts with Skipton Building
Society and its 100% owned subsidiary, Homeloan Management
Limited, in the ordinary course of business. These contracts are
as follows:
(a) software licence, maintenance and hosting agreement between
Homeloan Management Limited and WNZ dated 28 December
2012 relating to the Wynyard Intelligence product;
(b) (undated) software licence and support agreement between
WNZ and Skipton Building Society relating to the Wynyard Risk
Management product; and
28 – Auditors’ Report
The Auditors’ report required by clause 28 of Schedule 1 to the
Securities Regulations is set out in Appendix 1 entitled “Historical
Financial Information and Auditors’ Report”.
29 – Signatures Required under the Securities Act
A copy of this Offer Document has been signed by each Director of
Wynyard (or his or her agent authorised in writing) as Issuer and by
each Director of Jade (or his or her agent authorised in writing)
as Offeror and by each Promoter, being Jade Software Corporation
Limited and each director of Jade Software Corporation Limited (or his
or her agent authorised in writing), except those directors of Jade
Software Corporation Limited who are also directors of Wynyard.
(c) development agreement with Homeloan Management Limited
dated 1 April 2007. This contract was novated to Wynyard (UK) by
Jade Software Corporation (UK) Limited as part of the contractual
rights transferred under the asset transfer agreements which were
entered into as part of the restructuring of the Wynyard Group from
the Jade group.
Revenue under these contracts comprised approximately 26% of the
Wynyard Group’s revenue in the 2012 year. However, for the December
2014 financial year this is projected to reduce to approximately 10% on
the basis of the Wynyard Group achieving the forecast revenue for the
31 December 2014 financial year as set out in section 10 entitled
“Prospective Financial Information”.
Wynyard considers these agreements to be on usual commercial terms
and entered into in the ordinary course of business.
Except as set out above, there are no other material matters relating to
the Offer, other than those set out in this Offer Document, the financial
statements or in contracts entered into in the ordinary course of
business of a member of the Wynyard Group.
27 – Directors’ Statement
The Directors of Wynyard, after due enquiry by them, are of the opinion
that none of the following have materially and adversely changed
during the period between 31 December 2012 and the date of
registration of this Offer Document:
— the trading or profitability of the Wynyard Group;
— the value of the Wynyard Group’s assets; or
— the ability of the Wynyard Group to pay its liabilities due within the
next 12 months.

100 — Statutory information — Section 12
Directors of Wynyard Group Limited:
Dr. Raj Bhole (by his agent)
Guy Haddleton (by his agent)
Dr. Murray Horn
Herbert Hunt (by his agent)
Susan Peterson (by her agent)
Craig Richardson (by his agent)
Richard Twigg (by his agent)
Directors of Jade Software Corporation Limited:
David Lindsay (by his agent)
Ruth Richardson
Alexander Robinson (by his agent)
Ian Scherger (by his agent)
Richard Twigg (by his agent)
Dr. Raj Bhole (by his agent)
Signed on behalf of Jade Software Corporation Limited as Promoter:
Director
Director

Section 13
— Glossary
Section 13 — Glossary — 101
$, NZD or NZ$ New Zealand dollars
Addressable market
Allotment Date
Anomaly detection
Applicant
Application
Application Form
Application Monies
Arranger
Auditor
Board or Board
of Directors
Business Day
Closing Date
Companies Act
Constitution
commercial-off-the-shelf
products
Customer
Digital Forensics
Director
Directory
Forsyth Barr
FY
FY2013F
The estimated revenue opportunity available for the products and services (including professional services) that
are provided by the Wynyard Group
18 July 2013, unless brought forward or extended by Wynyard
Detecting patterns in a given data set that do not conform to established normal behaviour
A person who submits an Application Form
An application to subscribe for Shares offered under this Offer Document
The application form to subscribe for Shares attached to this Offer Document
The amount payable on Application
UBS
PricewaterhouseCoopers
The board of directors of Wynyard
A day on which the NZX Main Board is open for trading
The last day on which Applications will be accepted under the Retail Offer and the Institutional Offer, being
12 July 2013, unless brought forward or extended by Wynyard
The Companies Act 1993, as amended from time to time
The constitution of Wynyard, as amended from time to time
Products that are commercially available and can be bought “as is” but require configuration for customer
specific use
Any end user of a Wynyard Group product, whether they have a direct contract with any member of the
Wynyard Group or are sublicensed to use a Wynyard Group product from a third party that has a contract with
a member of the Wynyard Group
Branch of forensic science encompassing the recovery and investigation of material found in digital devices,
often in relation to computer crime
A director of Wynyard
The directory set out in Appendix 3 of this Offer Document
Forsyth Barr Limited
Financial year
Means the pro forma prospective financial statement period from 1 January 2013 to 31 December 2013, as if
the operations of the Wynyard Group and WNZ were consolidated from 1 January 2013 onwards
FY2014F Means the prospective financial statement period from 1 January 2014 to 31 December 2014
Glossary
Indicative Price Range
Institutional Investor
This glossary of key terms
$1.10 to $1.65 per Share
An investor to whom offers or invitations in respect of securities can be made without the need for a lodged
prospectus (or other formality, other than a formality which Wynyard is willing to comply with), including in
New Zealand persons to whom offers or invitations can be made without the need for a registered prospectus
under the Securities Act

102 — Glossary — Section 13
Institutional Offer
Issuer
Jade
Joint Lead Managers
Listing Date and Listing
Listing Rules
NTA
NZ IFRS
NZX Main Board
NZX
NZX Firm
Offer
The invitation to Institutional Investors under this Offer Document, as described in section 9 “Details of the Offer”
Wynyard
Jade Software Corporation Limited
UBS New Zealand Limited and Forsyth Barr
The date on which Wynyard is listed, and the Shares quoted, on the NZX Main Board (which is expected to be
19 July 2013)
Listing Rules of the NZX in relation to the NZX Main Board (or any market in substitution for that market) in force
from time to time
Net tangible assets
New Zealand equivalents to International Financial Reporting Standards
The main board equity security market, operated by NZX
NZX Limited
Any company, firm, organisation, corporation or individual designated as a Primary Market Participant (as
defined in the Listing Rules) from time to time by NZX
The offer of the Shares under this Offer Document
Offer Document This combined investment statement and prospectus dated 6 June 2013
Offeror
Open Source Intelligence
Jade
Intelligence collected from publically available sources
Opening Date 24 June 2013
Organising Participant
UBS
Price The price per share at which the Shares will be issued, to be determined on or about 19 June 2013
Promoters
Relational Database
Securities Act
SaaS
Retail Investor
Retail Offer
Securities Markets Act
Securities Regulations
Share and Wynyard Share
Share Registrar
Shareholder
Jade Software Corporation Limited and each of its directors in relation to the Shares being offered by Wynyard
under the Offer, other than any director who is also a director of Wynyard
A database that has a collection of tables of data items, all of which is formally described and organised
according to the relational mode
The Securities Act 1978, as amended from time to time
Software as a Service
Applicants who are not Institutional Investors
The offer of Shares under this Offer Document to New Zealand resident retail clients of brokers who have
received an allocation from their broker
The Securities Markets Act 1988, as amended from time to time
The Securities Regulations 2009, as amended from time to time
An ordinary share in Wynyard
Computershare Investor Services Limited
A holder of one or more Shares

Section 13 — Glossary — 103
Structured data
Text analytics
Unstructured data
Visualisation
WNZ
Wynyard NZ Group
Data that appears in a regular and identifiable structure or format. For example, phone records, address books
and bank statements are considered to be structured data within a dataset
A set of linguistic, statistical, and machine learning techniques that model and structure the information content
of textual sources for business intelligence, exploratory data analysis, research, or investigation
Data that has no regular and identifiable structure. For example, images, email, reports and text are considered
to be unstructured data within a dataset
The visual representation of data, meaning information that has been abstracted in some schematic form,
including attributes or variables for the units of information
Company number 4370298, being the company that resulted from the amalgamation of Wynyard (NZ) into
Wynyard No. 1 Limited on 1 April 2013, which on amalgamation changed its name to Wynyard (NZ) Limited
Wynyard (NZ) and its subsidiaries
Wynyard (NZ) Wynyard (NZ) Limited, a company previously incorporated in New Zealand under company number 267877
which amalgamated with Wynyard No. 1 Limited on 1 April 2013, with Wynyard No. 1 Limited continuing
as the amalgamated company (with Wynyard No. 1 Limited being renamed Wynyard (NZ) Limited on the
amalgamation date)
Wynyard or Company Wynyard Group Limited, a company incorporated in New Zealand under company number 3692077
Wynyard Group
Wynyard and its subsidiaries, which are as follows:
(a) WNZ;
(b) Wynyard (Australia) Pty Limited;
(c) Wynyard (UK) Limited;
(d) Wynyard (Canada) Inc; and
(e) Wynyard USA Corporation.
Takeovers Code
UBS
The Takeovers Code Approval Order 2000 (SR 2000 / 210), as amended from time to time
UBS New Zealand Limited

104 — Historical financial information and auditors’ report — Appendix 1
Appendix 1
— Historical financial information
and auditors’ report
— Introduction
This section contains:
1 two year summary financial statements for Wynyard;
2 audited financial statements for Wynyard for the year ended
31 December 2012;
3 five year summary financial statements for Wynyard (NZ);
4 audited financial statements for Wynyard (NZ) for the year ended
31 December 2012 and PricewaterhouseCoopers auditors’ report
in respect of those financial statements; and
5 PricewaterhouseCoopers’ auditors’ report required by clause 28 of
Schedule 1 to the Securities Regulations.
— Wynyard
Introduction
The summary financial statements are those of Wynyard. These
summary financial statements do not include Wynyard (NZ) as Wynyard
(NZ) was amalgamated with Wynyard No. 1 Limited, with Wynyard
No. 1 Limited continuing as the amalgamating company but changing
its name to Wynyard (NZ) Limited on amalgamation, after the periods
covered by these summary financial statements.
The financial statements for the financial years ended 31 December
2011 and 31 December 2012 are in compliance with full NZ IFRS.
These financial statements also comply with IFRS.
The summary financial statements were authorised for issue on 24 May
2013 by the board of Wynyard.
The financial statements for the historical periods were all authorised
for issue on 24 May 2013.
The summary financial statements cannot be expected to provide as
complete an understanding as provided by the financial statements.
The financial statements for the year ended 31 December 2012 are
included in this Appendix 1 of this Offer Document. The financial
statements for the year ended 31 December 2011 are available
from Wynyard.
The financial statements for the year ended 31 December 2012,
including the comparatives for the year ended 31 December 2011,
have been audited by PricewaterhouseCoopers. The audit opinion
was unqualified.
The summary financial statements are presented in New Zealand
dollars.
Wynyard has designated itself as a profit-oriented entity for the
purposes of NZ GAAP.
Basis of preparation
The summary financial statements have been prepared in accordance
with New Zealand Financial Reporting Standard No. 43, subject to the
Securities Regulations 2009, apart from the fact that Wynyard’s
financial statements did not include statements of comprehensive
income or statements of cash flows as there were no trading activities
or cash flows in these historical periods. The summary financial
statements have been extracted from the full financial statements.

Appendix 1 — Historical financial information and auditors’ report — 105
— Two year summary financial statements for Wynyard Group Limited
— Principal Activity
The Wynyard Group Limited was inactive and has not traded from the date of incorporation to the date of these financial statements.
— Statement of changes in equity
2012 2011
$ $
Total Equity
Equity at beginning of year 100 –
Issues of shares – 100
Balance at end of year $100 $100
Represented By:
Contributed Equity
Balance at beginning of year 100 –
Issue of shares – 100
Balance at end of year $100 $100
Total Equity at end of year $100 $100
— Statement of financial position
2012 2011
$ $
ASSETS
Current Assets
Trade and other receivables 100 100
100 100
NET ASSETS $100 $100
EQUITY
Contributed equity 100 100
TOTAL EQUITY $100 $100
Note: The above figures have been taken from audited financial statements of Wynyard.

106 — Historical financial information and auditors’ report — Appendix 1
— Wynyard Group Limited audited financial statements
for the year ended 31 December 2012
Corporate Governance
The Board of Directors is accountable to shareholders for the
performance and corporate governance practices of Wynyard Group
Limited (the Company). It acknowledges the need for and continued
maintenance of the highest standards of corporate governance
practice and ethical conduct by all Directors and employees.
Directors
Craig Richardson (appointed 20 December 2011)
David Lindsay (appointed 20 December 2011, resigned 12 April 2013)
The following Directors were appointed after the end of the financial year:
Dr. Raj Bhole (appointed 1 April 2013)
Guy Haddleton (appointed 1 April 2013)
Murray Horn (appointed 1 April 2013)
Herbert Hunt (appointed 1 April 2013)
Susan Peterson (appointed 1 April 2013)
Richard Twigg (appointed 1 April 2013)
Directors’ Meetings
No physical meetings were held for Wynyard Group Limited.
The Directors intend to pass a resolution in lieu of a meeting to approve
the 2012 Annual Report.
Directors’ Responsibility Statement
The Directors are responsible for ensuring that the financial statements
give a true and fair view of the financial position of the Company as at
31 December 2012 and its financial performance for the year ended on
that date.
The Directors consider that the financial statements of the Company
have been prepared using appropriate accounting policies, consistently
applied and supported by reasonable judgements and estimates
and that all relevant financial reporting and accounting standards have
been followed.
The Directors believe that proper accounting records have been kept
which enable, with reasonable accuracy, the determination of the
financial position of the Company and facilitate compliance of the
financial statements with the Financial Reporting Act 1993.
The Directors consider they have taken adequate steps to safeguard
the assets of the Company and to prevent and detect fraud and
other irregularities.
The Directors have pleasure in presenting the financial statements,
set out on pages 107 to 110, of Wynyard Group Limited for the year
ended 31 December 2012.
The Board of Wynyard Group Limited authorised these financial
statements for issue on 24 May 2013.
For and on behalf of the Board
Directors’ Benefits
There were no notices from Directors requesting to use company
information.
Directors’ Remuneration
No Directors of Wynyard Group Limited received remuneration in the
form of Directors’ fees or other remuneration from the Company in the
year ended 31 December 2012.
Craig Richardson
Director
6 June 2013
Susan Peterson
Director

Appendix 1 — Historical financial information and auditors’ report — 107
— Statement of changes in equity for the year ended 31 December 2012
2012 2011
NOTE $ $
Total Equity
Equity at beginning of year 100 –
Issues of shares – 100
Balance at end of year $100 $100
Represented By:
Contributed Equity
Balance at beginning of year 100 –
Issue of shares – 100
Balance at end of year 3 $100 $100
Total Equity at end of year $100 $100
— Statement of financial position as at 31 December 2012
2012 2011
NOTE $ $
ASSETS
Current Assets
Trade and other receivables 2 100 100
100 100
NET ASSETS $100 $100
EQUITY
Contributed equity 3 100 100
TOTAL EQUITY $100 $100

108 — Historical financial information and auditors’ report — Appendix 1
— Notes to the financial statements
for the year ended 31 December 2012
— 1. Statement of accounting policies
Basis of preparation
Entity reporting
The financial statements presented here are for the reporting entity of
Wynyard Group Limited (the Company). Wynyard Group Limited was
incorporated on 20 December 2011. The Company is a wholly-owned
subsidiary of Jade Software Corporation Limited, a company
incorporated in New Zealand which produces consolidated financial
statements that comply with New Zealand equivalents to International
Financial Reporting Standards. These consolidated financial statements
are obtainable at: Jade Software Corporation Limited, 5 Sir Gil Simpson
Drive, Burnside, Christchurch or at the Companies Office.
Principal Activity
The Company is inactive and has not traded from the date of
incorporation to the date of these financial statements, as such these
financial statements do not include a statement of comprehensive
income or statement of cash flows as all balances in these statements
would be nil for the two periods.
Statutory Base
The financial statements have been prepared for the purpose of being
included in a prospectus for an initial public offering as required per
Schedule 1 clause 12 (3) (e)ii of the Securities Regulations 2009.
The financial statements have been prepared in accordance with
New Zealand Generally Accepted Accounting Practice. They comply
with New Zealand equivalents to International Financial Reporting
Standards (NZ IFRS) and International Financial Reporting Standards,
as appropriate for profit oriented entities. They have been approved for
issue by the Board of Directors on 24 May 2013.
(i) Trade and other receivables
Trade and other receivables are recognised initially at fair value
and subsequently measured at amortised cost, less provision
for impairment.
Collectability of trade receivables is reviewed on an ongoing basis.
A provision for impairment is established when there is objective
evidence that the Company will not be able to collect all amounts
due according to the original terms of the receivables. The amount
of the provision is the difference between the asset’s carrying amount
and the present value of estimated future cash flows, discounted
at the effective interest rate. The carrying amount is a reasonable
approximation of fair value. When a receivable is uncollectible it is
written off against the provision account. The amount of the provision
is recognised in the Statement of Comprehensive Income.
Trade and other receivables are included in current assets, except
for those with maturities greater than 12 months after the year end
date, which are classified as non-current assets.
(ii) Share capital
Ordinary shares issued by the Company without recourse are
classified as equity.
Incremental costs directly attributable to the issue of new shares
are shown in equity as a deduction from the proceeds of the issue.
Principal Accounting Policies
The principal accounting policies adopted in the preparation of the
financial statements are set out below. These policies are unchanged
from last year and have been consistently applied to all periods.

Appendix 1 — Historical financial information and auditors’ report — 109
Trade and other receivables
2012 2011
$ $
Current:
Receivable from related party 100 100
Total trade and other receivables $100 $100
Contributed equity
2012 2011 2012 2011
$ $ NUMBER NUMBER
Balance at beginning of year 100 – 100 –
Issue of Shares – 100 – 100
Balance at end of year $100 $100 100 100
Contributed equity comprises ordinary shares that are issued and
fully paid. There are no restrictions on the distribution of dividends
and the repayment of capital.
Contingent Liabilities And Commitments
There are no contingent liabilities or capital commitments at
31 December 2012 (2011: $nil).
Related party transactions
The Company has had related party transactions with other Jade
Software Corporation Limited companies as follows:
2012 2011
$ $
Balances with Shareholders
Trade and other receivables 100 100
As at 31 December 2012 Wynyard Group Limited held an
intercompany payable balance of $100 (2011: $100) from
transactions with Jade Software Corporation Limited. This balance
is non-interest bearing, unsecured and repayable on demand.
$100 $100

110 — Historical financial information and auditors’ report — Appendix 1
(iii) Events after balance sheet date
On 26 March 2013, the Board of Jade Software Corporation
Limited resolved that Wynyard (NZ) Limited and its wholly owned
subsidiaries, Wynyard (Australia) Pty Limited, Wynyard (UK)
Limited, Wynyard (Canada) Inc. and Wynyard (USA) Corporation,
would be separated from Jade Software Corporation Limited and
its subsidiaries. Wynyard (USA) Corporation was incorporated on
15 February 2013. On 1 April 2013, Wynyard (NZ) Limited was
amalgamated into Wynyard No. 1 Limited, with Wynyard No. 1
Limited being the continuing company (which then changed its
name on amalgamating to be Wynyard (NZ) Limited).
On 27 March 2013, the Board of Wynyard Group Limited, a
subsidiary of Jade Software Corporation Limited, resolved to
subdivide the 100 ordinary shares on issue in the company into
442,210,360 ordinary shares for no additional consideration.
On 31 March 2013, Jade Software Corporation Limited made an
in specie distribution of all the shares in Wynyard Group Limited
to its shareholders on a basis proportional to their shareholding in
Jade Software Corporation Limited at the record date (5:00 p.m.,
30 March 2013).
On 1 April 2013, Dr. Raj Bhole, Guy Haddleton, Murray Horn,
Herbert Hunt, Susan Peterson and Richard Twigg were appointed
Directors of Wynyard Group Limited. David Lindsay resigned as a
Director on 12 April 2013.

Appendix 1 — Historical financial information and auditors’ report — 111
Wynyard Group Limited
Level 2, 3 Lorne Street
Auckland 1010
New Zealand
6 June 2013
Dear Directors
— Independent Auditors’ Report for Inclusion in Wynyard Group Limited’s Offer Document
As auditors of Wynyard Group Limited (Wynyard) we have prepared this report pursuant to clause 28 of Schedule 1 of the Securities Regulations
2009 for inclusion in a prospectus and investment statement issued by Wynyard to be dated 6 June 2013 (the Offer Document).
The Offer Document includes:
(a) the financial statements of Wynyard, comprising the statement of financial position as at 31 December 2012 and statement of movements
in equity for the period ended on that date and the notes to the financial statements that include a summary of significant accounting policies
and other explanatory information for Wynyard, as required by clause 23(3) of Schedule 1 of the Securities Regulations 2009;
(b) summary financial statements Wynyard, which comprise summary statements of financial position as at 31 December 2011 and 31 December
2012 and summary statements of changes in equity for the periods then ended, as required by clause 9(1) of Schedule 1 of the Securities
Regulations 2009;
(c) summary financial statements Wynyard (NZ) Limited (Wynyard (NZ) and its subsidiaries (together Wynyard NZ Group), a business acquired by
Wynyard on 1 April 2013, which comprise summary statements of financial position as at 31 December 2008, 31 December 2009, 31 December
2010, 31 December 2011 and 31 December 2012, summary statements of comprehensive income, summary statements of changes in equity
and summary statements of cash flows for the years then ended, as required by clause 12(3)(d) of Schedule 1 of the Securities Regulations 2009;
(d) the prospective financial statements, comprising a prospective statement of financial position, a prospective statement of comprehensive
income, a prospective statement of changes in equity and a prospective statement of cash flows, of Wynyard and its subsidiaries (Wynyard
Group) for the years ending 31 December 2013 and 31 December 2014, including the assumptions on which they are based, as required by
clause 11 of Schedule 1 of the Securities Regulations 2009; and
(e) the pro forma prospective financial information, comprising a pro forma prospective statement of comprehensive income, a pro forma
prospective statement of changes in equity and a pro forma prospective statement of cash flows, of Wynyard Group for the year ending
31 December 2013, including the assumptions on which they are based.
The summary financial statements do not contain all the disclosures required for full financial statements under generally accepted accounting
practice in New Zealand. Reading the summary financial statements therefore is not a substitute for reading the full financial statements of Wynyard
and Wynyard (NZ).
This report is made solely to the Directors of Wynyard in accordance with clause 28 of Schedule 1 to the Securities Regulations 2009. Our work
has been undertaken so that we might state to the Directors of Wynyard those matters we are required to state to them in a report from the auditor
and for no other purpose. To the fullest extent permitted by law and subject to section 61 of the Securities Act 1978, we do not accept or assume
responsibility to anyone other than the Directors for this report, or for the opinions we have formed. In addition, we take no responsibility for, nor do
we report on, any part of the Offer Document not specifically mentioned in our report.

112 — Historical financial information and auditors’ report — Appendix 1
Directors’ Responsibilities
Wynyard’s Directors are responsible for the preparation and presentation of:
(a) the financial statements of Wynyard as at 31 December 2012 prepared in accordance with generally accepted accounting practice in
New Zealand which give a true and fair view of the matters to which they relate and for such internal controls as the Directors determine are
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error and
prepared in accordance with the Financial Reporting Act 1993;
(b) the summary financial statements of Wynyard for the periods ended 31 December 2011 and 31 December 2012 as required by clause 9(1) of
Schedule 1 of the Securities Regulations 2009;
(c) the summary financial statements of Wynyard NZ Group for the years ended 31 December 2008, 31 December 2009, 31 December 2010,
31 December 2011 and 31 December 2012 as required by clause 12(3)(d) of Schedule 1 of the Securities Regulations 2009;
(d) the prospective financial statements of the Wynyard Group for the years ending 31 December 2013 and 31 December 2014, including the
assumptions on which they are based, as required by clause 11 of Schedule 1 of the Securities Regulations 2009; and
(e) the pro forma prospective financial information of the Wynyard Group for the year ending 31 December 2013, including the assumptions on
which they are based.
Auditors’ Responsibilities
Our responsibility is to express an opinion on Wynyard’s financial statements based on our audit. We conducted our audit in accordance with
International Standards on Auditing (New Zealand). These standards require that we comply with relevant ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
We are also responsible for reporting, in accordance with clause 28 of Schedule 1 of the Securities Regulations 2009, on:
(a) the amounts included in the summary financial statements of Wynyard for the periods ended 31 December 2011 and 31 December 2012;
(b) the amounts included in the summary financial statements of the Wynyard NZ Group for the years ended 31 December 2008, 31 December
2009, 31 December 2010, 31 December 2011 and 31 December 2012;
(c) the prospective financial statements of the Wynyard Group for the years ending 31 December 2013 and 31 December 2014; and
(d) the pro forma prospective financial information of the Wynyard Group for the year ending 31 December 2013.
In respect of the summary financial statements of Wynyard and Wynyard NZ Group we have undertaken procedures pursuant to clause 28(1)(h) of
Schedule 1 of the Securities Regulations 2009. Our engagement was conducted to obtain reasonable assurance that, in all material respects, the
amounts set out in the summary financial statements included in the Offer Document have been correctly taken from the unaudited and audited
financial statements of Wynyard and Wynyard NZ Group.
In respect of the prospective financial statements for the years ending 31 December 2013 and 31 December 2014 and pro forma prospective
financial information for the year ending 31 December 2013 of the Wynyard Group we have undertaken procedures pursuant to clause 28(2) of
Schedule 1 of the Securities Regulations 2009. Our engagement was conducted to obtain reasonable assurance that, in all material respects, so
far as the accounting policies and calculations are concerned, the prospective financial statements and pro forma prospective financial information
have been properly compiled on the footing of the assumptions made or adopted by the Directors and are presented on a basis consistent with
the accounting policies normally adopted or which are intended to be adopted by the Group.
We have no relationship with or interests in Wynyard or its subsidiaries other than in our capacities as auditors, providers of other assurance
services and tax advisors. These services have not impaired our independence as auditors of Wynyard and its subsidiaries.

Appendix 1 — Historical financial information and auditors’ report — 113
Opinion on Wynyard’s Financial Statements
We have obtained all the information and explanations we have required.
In our opinion and pursuant to clauses 28(1)(e) and 28(1)(f) of Schedule 1 of the Securities Regulations 2009:
(a) proper accounting records have been kept by Wynyard as far as appears from our examination of those records; and
(b) the financial statements of Wynyard, in Appendix 1 of this Offer Document:
(i)
subject to the Securities Regulations 2009, comply with generally accepted accounting practice in New Zealand; and
(ii) give a true and fair view of the matters to which they relate, taking into account information or explanations of the kind referred to in section
14(2) of the Financial Reporting Act 1993 (if any).
Opinion on Wynyard’s Summary Financial Statements
In our opinion, and pursuant to clause 28(1)(h) of Schedule 1 of the Securities Regulations 2009, the summary financial statements and applicable
disclosures in Appendix 1 of the Offer Document and taken from the audited financial statements of Wynyard for the periods ended 31 December
2011 and 31 December 2012:
— are consistent, in all material respects, with those audited financial statements; and
— have been correctly taken from the audited financial statements of Wynyard for those periods from which they were extracted.
Opinion on Wynyard NZ Group’s Summary Financial Statements
In our opinion, and pursuant to clause 28(1)(h) of Schedule 1 of the Securities Regulations 2009, the summary financial statements and applicable
disclosures in Appendix 1 of the Offer Document and taken from the unaudited financial statements of Wynyard NZ Group for the years ended
31 December 2008, 31 December 2009 and 31 December 2010 and audited financial statements of Wynyard NZ Group for the years ended
31 December 2011 and 31 December 2012:
— are consistent, in all material respects, with those unaudited and audited financial statements; and
— have been correctly taken from the unaudited and audited financial statements of Wynyard NZ Group for those periods from which they were extracted.
Opinion on the Wynyard Group’s Prospective Financial Statements and Pro Forma Prospective Financial Information
In our opinion, the prospective financial statements for the years ending 31 December 2013 and 31 December 2014 and the pro forma prospective
financial information for the year ending 31 December 2013, and so far as the accounting policies and calculations are concerned, have been
properly compiled on the footing of the assumptions made or adopted by the Directors of Wynyard as set out in section 10 of this Offer Document
and are presented on a basis consistent with the accounting policies normally adopted or as set out in section 10 which are intended to be
adopted by the Group.
Actual results are likely to be different from the prospective financial statements and pro forma prospective financial information since anticipated
events frequently do not occur as expected and the variation could be material. Accordingly, we express no opinion as to whether the results
reported in the prospective financial statements and pro forma prospective financial information will be achieved.
Restriction on Use
This report has been prepared for inclusion in the Offer Document for the purpose of clause 28 of Schedule 1 to the Securities Regulations 2009.
We disclaim any responsibility for reliance on this report or the amounts included in the financial statements for any purpose other than that for
which they were prepared.
Yours faithfully
Chartered Accountants
6 June 2013
Christchurch

114 — Historical financial information and auditors’ report — Appendix 1
— Wynyard NZ Group financial statements
— Introduction
The summary financial statements are those of Wynyard (NZ) and its
subsidiaries (Wynyard NZ Group).
Wynyard (NZ) has designated itself as a profit-oriented entity for the
purposes of NZ GAAP.
Wynyard (NZ) (formerly known as Methodware Limited until 17 August
2012) was a subsidiary of Jade Software Corporation Limited that has
primarily developed and marketed the Risk Management products
during its history. In FY2012 the Wynyard NZ Group began to offer the
broader suite of products that Wynyard now offers (see section 7
entitled “The Wynyard Group and its business” under the heading
“Evolution of the Wynyard Group”). As such, the historical financial
information in these summary financial statements only represent part
of the current business and provide a limited basis for comparison
between history and forecasts.
The financial statements for the financial year ended 31 December
2012 do not take into account the assets that were acquired by
Wynyard (NZ) from Jade or Jade (NZ) on 1 April 2013 as such
acquisitions occurred post balance date. Details of the assets acquired
are set out in section 12 entitled “Statutory Information” under the
heading “Material Contracts”.
— Basis of preparation
The summary financial statements have been prepared in accordance
with New Zealand Financial Reporting Standard No. 43, subject to the
Securities Regulations 2009. The summary financial statements have
been extracted from the full financial statements.
The financial statements for the financial years ended 31 December
2008, 31 December 2009, 31 December 2010, 31 December 2011
and 31 December 2012 are in compliance with full NZ IFRS. The
financial statements also comply with IFRS.
The summary financial statements were authorised for issue on 6 June
2013 by the board of Wynyard (NZ).
The financial statements for the historical periods were all authorised
for issue on 6 June 2013.
The summary financial statements cannot be expected to provide as
complete an understanding as provided by the financial statements.
Copies of the financial statements for the year ended 31 December
2012 are included in the Prospectus. All the annual financial statements
can be obtained from Wynyard.
The financial statements for the year ended 31 December 2012,
included the comparatives for the year ended 31 December 2011,
have been audited by PricewaterhouseCoopers. The audit opinion
was unqualified. The financial statements for the other periods have
not been audited.
The summary financial statements are presented in New Zealand
dollars and are rounded to the nearest thousand.

Appendix 1 — Historical financial information and auditors’ report — 115
— Five year summary financial statements for Wynyard (NZ)
(formerly Methodware Limited)
— Wynyard NZ Group statement of comprehensive income
FY2008 FY2009 FY2010 FY2011 FY2012
UNAUDITED UNAUDITED UNAUDITED AUDITED AUDITED
12 MONTHS TO 12 MONTHS TO 12 MONTHS TO 12 MONTHS TO 12 MONTHS TO
IN THOUSANDS OF NEW ZEALAND DOLLARS 31 DECEMBER 2008 31 DECEMBER 2009 31 DECEMBER 2010 31 DECEMBER 2011 31 DECEMBER 2012
Revenue 7,027 6,395 5,995 5,666 13,277
Expenditure (6,606) (6,591) (5,951) (6,821) (17,465)
Profit / (loss) before depreciation,
amortisation, financing and tax 421 (196) 44 (1,155) (4,188)
Depreciation and amortisation (176) (350) (299) (582) (759)
Profit / (loss) before financing and tax 245 (546) (255) (1,737) (4,947)
Finance income 33 8 5 4 3
Finance expense (128) (25) (75) (116) (213)
Profit / (loss) before income tax 150 (563) (325) (1,849) (5,157)
Income tax credit / (expense) (105) 152 115 490 1,432
Net Profit / (Loss)
attributable to owners of the Parent 45 (411) (210) (1,359) (3,725)
Other Comprehensive Income:
Exchange differences on translation
of foreign operations (48) (1) (50) (11) (61)
Total comprehensive income
attributable to owners of the Parent (3) (412) (260) (1,370) (3,786)
— Note 1: Research and development expenditure and capitalised costs 34
FY2008 FY2009 FY2010 FY2011 FY2012
UNAUDITED UNAUDITED UNAUDITED AUDITED AUDITED
12 MONTHS TO 12 MONTHS TO 12 MONTHS TO 12 MONTHS TO 12 MONTHS TO
IN THOUSANDS OF NEW ZEALAND DOLLARS 31 DECEMBER 2008 31 DECEMBER 2009 31 DECEMBER 2010 31 DECEMBER 2011 31 DECEMBER 2012
Total expenditure on
research & development 1,409 1,314 1,509 1,711 1,741
Development costs capitalised (785) (791) (1,361) (1,298) (1,319)
Research and development expense 624 523 148 413 422
34. The financial statements for the years ended 31 December 2008, 2009 and 2010 did not
disclose the total expenditure on research and development, the development costs
capitalised or research and development expense. The numbers presented in the table
above for those years were taken from the accounting records that were used to prepare
those financial statements.

116 — Historical financial information and auditors’ report — Appendix 1
— Wynyard NZ Group statement of changes in equity
FY2008 FY2009 FY2010 FY2011 FY2012
UNAUDITED UNAUDITED UNAUDITED AUDITED AUDITED
12 MONTHS TO 12 MONTHS TO 12 MONTHS TO 12 MONTHS TO 12 MONTHS TO
IN THOUSANDS OF NEW ZEALAND DOLLARS 31 DECEMBER 2008 31 DECEMBER 2009 31 DECEMBER 2010 31 DECEMBER 2011 31 DECEMBER 2012
Total Equity at Beginning of the year 601 598 186 (74) (1,444)
Total comprehensive income
attributable to owners of the Parent (3) (412) (260) (1,370) (3,786)
Equity at end of year 598 186 (74) (1,444) (5,230)
Represented By:
Contributed Equity 48 48 48 48 48
Foreign Currency Translation Reserve
Balance at beginning of year 25 (23) (24) (74) (85)
Exchange differences on
translation of foreign operations (48) (1) (50) (11) (61)
Balance at End of year (23) (24) (74) (85) (146)
Retained Earnings
Balance at Beginning of year 528 573 162 (48) (1,407)
Profit / (Loss) for the year 45 (411) (210) (1,359) (3,725)
Balance at End of year 573 162 (48) (1,407) (5,132)
Total Equity at end of year 598 186 (74) (1,444) (5,230)

Appendix 1 — Historical financial information and auditors’ report — 117
— Wynyard NZ Group statement of financial position
FY2008 FY2009 FY2010 FY2011 FY2012
UNAUDITED UNAUDITED UNAUDITED AUDITED AUDITED
IN THOUSANDS OF NEW ZEALAND DOLLARS 31 DECEMBER 2008 31 DECEMBER 2009 31 DECEMBER 2010 31 DECEMBER 2011 31 DECEMBER 2012
Current Assets 3,702 2,888 2,681 2,676 3,434
Non-Current Assets 1,174 1,646 2,730 3,513 4,413
Total Assets 4,876 4,534 5,411 6,189 7,847
Current liabilities 4,269 4,329 5,477 7,574 12,828
Non-current liabilities 9 19 8 59 249
Total Liabilities 4,278 4,348 5,485 7,633 13,077
Net Assets/Liabilities 598 186 (74) (1,444) (5,230)
Contributed Equity 48 48 48 48 48
Foreign Currency Translation Reserve (23) (24) (74) (85) (146)
Retained Earnings 573 162 (48) (1,407) (5,132)
Total Equity at the end of the period 598 186 (74) (1,444) (5,230)

118 — Historical financial information and auditors’ report — Appendix 1
— Wynyard NZ Group statement of cash flows
FY2008 FY2009 FY2010 FY2011 FY2012
UNAUDITED UNAUDITED UNAUDITED AUDITED AUDITED
12 MONTHS TO 12 MONTHS TO 12 MONTHS TO 12 MONTHS TO 12 MONTHS TO
IN THOUSANDS OF NEW ZEALAND DOLLARS 31 DECEMBER 2008 31 DECEMBER 2009 31 DECEMBER 2010 31 DECEMBER 2011 31 DECEMBER 2012
Net cash inflow/(outflow)
from operating activities 453 (6) (346) (1,773) (4,438)
Net cash inflow/(outflow)
from investing activities (840) (865) (1,389) (1,380) (1,631)
Net cash inflow/(outflow)
from financing activities (166) 547 1,727 2,629 5,975
Net increase/(decrease)
in cash and cash equivalents (553) (324) (8) (524) (94)

Appendix 1 — Historical financial information and auditors’ report — 119
— Wynyard (NZ) audited financial statements
for the year ended 31 December 2012
— Wynyard (NZ) statement of comprehensive income
FY2012 FY2011
12 MONTHS TO 12 MONTHS TO
IN THOUSANDS OF NEW ZEALAND DOLLARS NOTE 31 DECEMBER 2012 31 DECEMBER 2011
Revenue 3 13,277 5,666
Expenditure 4 (17,465) (6,821)
Loss before depreciation, amortisation, financing and tax (4,188) (1,155)
Depreciation and amortisation (759) (582)
Loss before financing and tax (4,947) (1,737)
Finance income 6 3 4
Finance expense 7 (213) (116)
Loss before income tax (5,157) (1,849)
Income tax credit 8 1,432 490
Loss attributable to owners of the parent (3,725) (1,359)
Other Comprehensive Income:
Exchange differences on translation of foreign operations 18 (61) (11)
Total comprehensive income attributable to owners of the parent (3,786) (1,370)
Earnings per share from total comprehensive income
attributable to owners of the parent (expressed in dollars per share)
Basic & diluted earnings per share from total comprehensive income 9 (78.33) (28.35)

120 — Historical financial information and auditors’ report — Appendix 1
— Wynyard (NZ) statement of changes in equity
FY2012 FY2011
12 MONTHS TO 12 MONTHS TO
IN THOUSANDS OF NEW ZEALAND DOLLARS NOTE 31 DECEMBER 2012 31 DECEMBER 2011
Total equity
Balance at beginning of year (1,444) (74)
Total comprehensive income attributable to owners of the parent (3,786) (1,370)
Balance at end of year (5,230) (1,444)
Represented by:
Contributed equity
Balance at beginning of year 48 48
Balance at end of year 17 48 48
Foreign currency translation reserve
Balance at beginning of year (85) (74)
Comprehensive income:
Exchange differences on translation of foreign operations (61) (11)
Balance at end of year 18 (146) (85)
Retained earnings
Balance at beginning of year (1,407) (48)
Comprehensive income:
Loss for the year (3,725) (1,359)
Balance at end of year 19 (5,132) (1,407)
Total equity at end of year (5,230) (1,444)

Appendix 1 — Historical financial information and auditors’ report — 121
— Wynyard (NZ) statement of financial position
FY2012 FY2011
IN THOUSANDS OF NEW ZEALAND DOLLARS NOTE 31 DECEMBER 2012 31 DECEMBER 2011
ASSETS
Current Assets
Cash and cash equivalents 10 578 590
Trade and other receivables 11 2,830 2,068
Current tax assets 21 18
Contracts in progress 12 5 –
3,434 2,676
Non Current Assets
Trade and other receivables 11 8 15
Deferred tax assets 13 60 19
Property, plant and equipment 14 375 125
Intangible assets 15 3,970 3,354
4,413 3,513
Total Assets 7,847 6,189
LIABILITIES
Current Liabilities
Trade and other payables 16 12,726 7,532
Interest-bearing liabilities – 2
Current tax liabilities 102 40
12,828 7,574
Non-Current Liabilities
Trade and other payables 16 18 –
Interest-bearing liabilities – 2
Deferred tax liabilities 13 231 57
249 59
Total Liabilities 13,077 7,633
Net assets (5,230) (1,444)
EQUITY
Contributed equity 17 48 48
Reserves 18 (146) (85)
Retained earnings 19 (5,132) (1,407)
TOTAL EQUITY (5,230) (1,444)
Director
Director

122 — Historical financial information and auditors’ report — Appendix 1
— Wynyard (NZ) statement of cash flows
FY2012 FY2011
12 MONTHS TO 12 MONTHS TO
IN THOUSANDS OF NEW ZEALAND DOLLARS NOTE 31 DECEMBER 2012 31 DECEMBER 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Cash was provided from:
Receipts from customers 12,762 5,044
Interest and dividends received 3 4
Government grants received for market development 372 84
13,137 5,132
Cash was applied to:
Payments to suppliers and employees (17,231) (6,714)
Interest paid (213) (116)
Taxes paid (131) (75)
(17,575) (6,905)
Net cash flows from operating activities 23 (4,438) (1,773)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash was applied to:
Purchase of property, plant and equipment (304) (59)
Purchase of software (8) (23)
Software development capitalised (1,319) (1,298)
(1,631) (1,380)
Net cash flows from investing activities (1,631) (1,380)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash was provided from:
Advances from related parties 6,082 2,631
6,082 2,631
Cash was applied to:
Repayment of finance leases (4) (2)
Advances to related parties (103) –
(107) (2)
Net cash flows from financing activities 5,975 2,629
Net decrease in cash held (94) (524)
Add opening cash and cash equivalents 590 1,105
Effect of exchange rate changes on net cash 82 9
Closing cash and cash equivalents 578 590

Appendix 1 — Historical financial information and auditors’ report — 123
— Notes to the financial statements
— 1. Statement of accounting policies
Basis of preparation
The financial statements presented here are those of the Wynyard (NZ)
Limited (formerly Methodware Limited) and its subsidiaries (the Group).
The Group incorporates Wynyard (NZ) Limited and its wholly owned
overseas subsidiaries: Wynyard (Australia) Pty Limited, Wynyard
(Canada) Inc. and Wynyard (UK) Limited. Wynyard (NZ) Limited is a
wholly owned subsidiary of Jade Software Corporation Limited, the
ultimate parent.
The Group specialises in the development of intelligence-led software
for protecting companies and countries from threat, crime and corruption.
Wynyard (NZ) Limited is a limited liability company incorporated and
domiciled in New Zealand.
The Group is designated as a profit oriented entity for financial
reporting purposes.
The financial statements have been prepared for the purpose of being
included in a prospectus for an initial public offering as required under
Schedule 1 clause 12(3)(c)(ii) of the Securities Regulations 2009.
The financial statements have been prepared in accordance with
Generally Accepted Accounting Practice in New Zealand. They comply
with the New Zealand Equivalents to International Financial Reporting
Standards (NZ IFRS) and International Financial Reporting Standards,
as appropriate for profit oriented entities. They have been approved for
issue by the Board of Directors on 6 June 2013.
The principal accounting policies adopted in the preparation of the
financial statements are set out below. These policies are unchanged
from last year and have been consistently applied to all periods,
however certain comparatives have been restated to comply with the
current period’s presentation.
The consolidated financial statements have been prepared under the
going concern assumption on the basis that Jade Software Corporation
Limited, the Group’s ultimate parent, has agreed to financially support
the Group until the point that it is listed on the New Zealand Stock
Exchange.
— a. Principles of Consolidation
The consolidated financial statements incorporate the assets and
liabilities of the Wynyard Group as at 31 December 2012 and 2011
and the results of all subsidiaries for the year then ended. The
Wynyard Group is referred to in these financial statements as the
Group or the consolidated entity.
Subsidiaries are all those entities over which the Group has the
power to govern the financial and operating policies, generally
accompanying a shareholding of more than one-half of the voting
rights. The existence and effect of potential voting rights that are
currently exercisable or convertible are considered when assessing
whether the parent company controls another entity.
Subsidiaries which form part of the Group are consolidated from
the date on which control is transferred to the parent company.
They are de-consolidated from the date that control ceases.
The purchase method of accounting is used to account for the
acquisition of subsidiaries by the Group. The cost of an acquisition
is measured as the fair value of the assets transferred, equity
instruments issued and liabilities incurred or assumed at the date
of exchange, plus costs directly attributable to the acquisition.
Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their
fair values at the acquisition date, irrespective of the extent of any
minority interest. The excess of the cost of acquisition over the fair
value of the Group’s share of the identifiable net assets acquired
is recorded as goodwill. If the cost of acquisition is less than the
Group’s share of the fair value of the identifiable net assets of the
subsidiary acquired, the difference is recognised directly in the
statement of comprehensive income.
Intercompany transactions, balances and unrealised gains on
transactions between Group companies are eliminated. Unrealised
losses are also eliminated unless the transaction provides evidence
of the impairment of the asset transferred. Accounting policies of
subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
— b. Judgements and Estimates
The preparation of financial statements requires management to
make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of
assets, liabilities, income and expenses. Actual results may differ
from these estimates.
Estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised and in any future
periods affected.

124 — Historical financial information and auditors’ report — Appendix 1
In particular, areas of estimation and critical judgements in applying
accounting policies that have the most significant effect on the
amounts recognised in the financial statements are contained in
the following notes:
Note 3 – Recognition of revenue
Note 11 – Impairment of trade receivables
Note 13 – Recognition of deferred tax assets and liabilities
Note 15 – Measurement and impairment of intangible assets
— c. Foreign Currency Translation
Functional and presentation currency
Items included in the financial statements of the subsidiaries’
operations are measured using the currency of the primary
economic environment in which the subsidiary operates (the
functional currency). The financial statements are presented in
New Zealand dollars (000’s), which is the functional and presentation
currency of Wynyard (NZ) Limited.
Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year
end exchange rates of monetary assets and liabilities denominated
in foreign currencies are recognised in the statement of
comprehensive income.
Foreign operations
The results and balances of all foreign operations that have a
functional currency different from New Zealand dollars are
translated into the presentation currency as follows:
i. assets and liabilities for each statement of financial position are
translated at the closing rate at the date of that statement of
financial position;
ii.
income and expenses for each statement of comprehensive
income are translated at the dates of the transaction; and
iii. all resulting exchange differences are recognised as a separate
component of equity.
— d. Revenue Recognition
Revenue comprises the fair value for the sale of goods and services,
excluding taxes, rebates and discounts and after eliminating sales
within the Group. Revenue is recognised as follows:
Software licence fee revenue
Revenue from licence fees is recognised on the transfer of significant
risks and rewards of ownership of the licensed software under an
agreement between the Group company and the customer.
Implementation and consulting services revenue
Revenue from implementation and consulting services is recognised
in proportion to their stage of completion, typically in accordance
with the achievement of contract milestones or days expended.
SaaS revenue, support revenue and systems management
SaaS revenue, support revenue and systems management revenue
are recognised on a straight-line basis over the period of the service.
Revenue billed in advance
Amounts billed to customers in advance of provision of services
are accounted for as a liability.
Unbilled revenue
Amounts recorded as unbilled revenue assets represent revenues
recorded not yet invoiced to customers. These amounts have met
the revenue recognition criteria of the company, but have not
reached the payment milestones contracted with customers.
Interest income
Interest income is recognised on a time-proportion basis using the
effective interest method. When the cash inflow from a receivable is
deferred, the Group reduces the carrying amount to its recoverable
amount, being the estimated future cash flow discounted at the
prevailing interest rate for a similar instrument. The discount is
unwound as interest income over the deferral period.
Rental income
Rental income is recognised on an accruals basis in accordance
with the substance of the relevant agreements.
Dividend income
Dividend income is recognised when the right to receive payment
is established.
Goodwill and fair value adjustments arising on the acquisition of a
foreign operation are treated as assets and liabilities of the foreign
operations and translated at the closing rate.

Appendix 1 — Historical financial information and auditors’ report — 125
— e. Government Grants
Government grants are recognised at their fair value where there
is reasonable assurance that the grant will be received and all
attaching conditions will be complied with.
When the grant relates to an expense item, it is recognised as
income over the periods necessary to match the grant on a
systematic basis to the costs that it is intended to compensate.
Where the grant relates to an asset, the grant is deducted from the
carrying amount of the asset. The grant is recognised as income
over the life of the asset by way of a reduced depreciation charge.
— f. Income Tax
The charge for current income tax is based on the financial results
for the year as adjusted for items which are not assessable or
deductible. It is calculated using tax rates that have been enacted or
substantively enacted in each tax jurisdiction by the year end date.
Deferred income tax is accounted for using the liability method in
respect of temporary differences arising from differences between
the tax bases of assets and liabilities and their carrying amounts.
In principle, deferred tax liabilities are recognised for all taxable
temporary differences and deferred tax assets are recognised to
the extent that it is probable that taxable profits will be available
against which deductible temporary differences can be utilised.
Such assets and liabilities are not recognised if the temporary
difference is due to goodwill arising on a business combination,
or to an asset or liability, the initial recognition of which does not
affect either taxable or accounting income.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries, joint ventures
and associates, except where the Group is able to control the
reversal of the temporary differences and it is probable that the
temporary differences will not reverse in the foreseeable future.
Deferred tax is calculated at the tax rates that are expected to
apply to the period when the asset is realised or the liability is
settled. Deferred tax is charged or credited in the statement of
comprehensive income, except when it relates to items credited
or charged directly to equity, in which case the deferred tax is
recorded within equity.
Deferred tax assets and liabilities are only offset where there is a
legally enforceable right of offset and there is an intention to settle
balances net.
— g. Goods and Services Tax (GST) and Value Added Tax (VAT)
The statement of comprehensive income has been prepared so
that all components are stated exclusive of GST and VAT. All items
in the statement of financial position are stated net of GST and
VAT, with the exception of receivables and payables, which include
GST and VAT invoiced.
— h. Leases
The Group is the lessee
Leases in which the Group has substantially all the risks and rewards
of ownership are classified as finance leases. Finance leases are
capitalised at the inception of the lease at the lower of the fair value
of the leased asset and the present value of the minimum lease
payments. Each lease payment is allocated between the liability
and finance charges so as to achieve a constant rate of interest
on the finance liability.
The corresponding rental obligations, net of finance charges are
included in interest-bearing liabilities. The interest element of the
finance cost is charged to the statement of comprehensive income
over the lease period so as to produce a constant periodic rate of
interest on the remaining balance of the liability for each period.
Property, plant and equipment acquired under a finance lease
is depreciated over the shorter of the asset’s useful life and the
lease term.
Leases in which a significant portion of the risks and rewards of
ownership are retained by the lessor are classified as operating
leases. Payments made under operating leases (net of any
incentives received from the lessor) are charged to the statement
of comprehensive income on a straight-line basis over the period
of the lease.
The Group is the lessor
Rental income (net of incentives given to lessees) is recognised
on an accrual basis in accordance with the substance of the
relevant agreement.
— i. Impairment of non financial assets
Assets are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount may not be
recoverable. Intangible assets that have an indefinite useful life,
including goodwill, are not subject to amortisation and are tested
annually for impairment irrespective of whether any circumstances
identifying a possible impairment have been identified. An impairment
loss is recognised for the amount by which the asset’s carrying
amount exceeds its recoverable amount.

126 — Historical financial information and auditors’ report — Appendix 1
— j. Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held
at call with financial institutions, other short-term investments with
maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant
risk of changes in value, and bank overdrafts. Bank overdrafts are
shown within interest-bearing liabilities in current liabilities on the
statement of financial position.
The carrying value of cash and cash equivalents approximates the
fair value of the asset.
— k. Trade and other receivables
Trade and other receivables are recognised initially at fair value
and subsequently measured at amortised cost, less provision
for impairment.
Collectability of trade receivables is reviewed on an ongoing basis.
A provision for impairment is established when there is objective
evidence that the Group will not be able to collect all amounts due
according to the original terms of the receivables. The amount of
the provision is the difference between the asset’s carrying amount
and the present value of estimated future cash flows, discounted
at the effective interest rate. The carrying amount is a reasonable
approximation of fair value. When a receivable is uncollectible it is
written off against the provision account. The amount of the loss
is recognised in the statement of comprehensive income.
Trade and other receivables are included in current assets, except
for those with maturities greater than 12 months after the year end
date, which are classified as non-current assets.
The carrying value of trade and other receivables approximates the
fair value of the asset.
— l. Contract work in progress
Contract work in progress is stated at cost. Cost includes all
expenses directly related to specific contracts. Profit on a contract
is recognised when it can be estimated reliably, at which point
contract work in progress is reduced accordingly. The full amount
of any anticipated loss, including that relating to future work on a
particular contract, is recognised as soon as it is foreseen.
— m. Property, plant and equipment
All property, plant and equipment is stated at historical cost less
depreciation and impairment. Historical cost includes expenditure
that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or
recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item
will flow to the Group and the cost of the item can be measured
reliably. All repairs and maintenance are charged to the statement
of comprehensive income during the financial period in which they
are incurred.
Land is not depreciated. Depreciation of property, plant and
equipment is calculated to expense the cost of the assets to their
residual values over their estimated useful lives on a straight line or
diminishing value basis as appropriate, as follows:
— Plant and equipment 2 to 20 years
— Furniture and fittings 2 to 20 years
The assets’ residual value and useful lives are reviewed and
adjusted if appropriate at each year end date. An asset’s carrying
amount is written down immediately to its recoverable amount if
the asset’s carrying amount is greater than its estimated
recoverable amount.
Gains and losses on disposals are determined by comparing
proceeds with the carrying amount. These are included in the
statement of comprehensive income.
— n. Intangible Assets
i. Research and development
All research and development costs, with the exception of
capitalised software development, are recognised as an
expense when they are incurred.
ii. Capitalised software development
Costs that are directly associated with the production of
identifiable software products available for resale and controlled
by the Group, that will probably generate economic benefits
exceeding costs beyond one year, are capitalised as software
development. These costs include employees’ direct costs
and an appropriate portion of the relevant direct overheads.
Capitalised software development is written off on a straightline
basis over its useful economic life of three to five years.
Costs associated with maintaining capitalised software are
recognised as an expense as incurred.
iii. Other intangible assets
Intangible assets acquired as part of a business combination,
such as customer contracts, are capitalised separately from
goodwill if the fair value can be measured reliably on initial
recognition. These intangible assets are amortised over their
estimated useful lives of five to seven years.

Appendix 1 — Historical financial information and auditors’ report — 127
— o. Trade and Other Payables
These amounts represent liabilities for goods and services provided
to the Group prior to the end of the financial year which are unpaid.
The amounts are unsecured.
Trade payables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method.
The carrying value of interest-bearing liabilities approximates the
fair value of the liability.
— p. Interest-bearing Liabilities
Interest-bearing liabilities such as loans are designated as
non-derivative financial instruments. They are recognised initially at
fair value plus any directly attributable transaction costs, which for
the purposes of these financial statements represents initial cost.
Subsequent to initial recognition, interest-bearing liabilities are
measured at cost less amortisation using the effective interest
rate method.
They are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at least
12 months after the year end date.
The carrying value of interest-bearing liabilities approximates the
fair value of the liability.
— q. Share capital
Ordinary shares issued by the company without recourse are
classified as equity.
Incremental costs directly attributable to the issue of new shares
are shown in equity as a deduction from the proceeds of the issue.
The fair value of options issued and cancelled relating to share
capital is included in equity.
— r. Employee benefits
Employee entitlements are recognised in respect of employees’
services up to the reporting date. They include wages and salaries,
bonuses, commissions, short-term compensated absences such
as annual leave and long service leave, and non-monetary benefits
such as medical benefits and cars.
— s. New Accounting Standards and Interpretations
Certain new accounting standards and interpretations have been
published that are not mandatory for the reporting periods ended
31 December 2011 and 31 December 2012. The Group’s
assessment of the impact of these new standards and
interpretations is set out below.
i. NZ IFRS 10 Consolidated Financial Statements, and
NZ IFRS 12 Disclosure of Interests in Other Entities
(effective 1 January 2013)
NZ IFRS 10 replaces all of the guidance on control and
consolidation in NZ IAS 27 Consolidated and Separate Financial
Statements, and NZ IFRIC 12 Consolidation – Special Purpose
Entities. The core principle that a consolidated entity presents
a parent and its subsidiaries as if they are a single economic
entity remains unchanged, as do the mechanics of consolidation.
However, the standard introduces a single definition of control
that applies to all entities. It focuses on the need to have both
power and rights or exposure to variable returns before control
is present. Power is the current ability to direct the activities
that significantly influence returns. Returns must vary and can
be positive, negative or both. There is also new guidance on
participating and protective rights and on agent/principal
relationships. While the Group does not expect the new
standard to have a significant impact on its composition, it has
yet to perform a detailed analysis of the new guidance and
intends to adopt NZ IFRS 10 from 1 January 2013.
NZ IFRS 12 sets out the required disclosures for entities
reporting under the new NZ IFRS 10 standard, and replaces
the disclosure requirements currently found in NZ IAS 28.
Application of this standard by the Group will not affect any of
the amounts recognised in the financial statements, but will
impact the type of information disclosed in relation to the
Group’s investments. The Group intends to adopt NZ IFRS 12
from 1 January 2013.
The Group does not expect to adopt the new standards before
their operative date. They would therefore be first applied in
the financial statements for the annual reporting period ending
31 December 2013.
The liability for employee entitlements is carried at the present value
of the estimated future cash flows.
Long service leave is recognised in earnings on an actuarial basis.

128 — Historical financial information and auditors’ report — Appendix 1
ii. NZ IFRS 13 Fair Value Measurement
(effective 1 January 2013)
NZ IFRS 13 explains how to measure fair value and aims to
enhance fair value disclosures. The Group does not use fair
value measurement extensively. It is therefore unlikely that the
new rules will have a significant impact on any of the amounts
recognised in the financial statements. However, application of
the new standard will impact the type of information disclosed
in the notes to the financial statements.
The Group does not intend to adopt the new standard before
its operative date, which means that it would be first applied in
the reporting period ending 31 December 2013.
iii. NZ IAS 1 Amendments Presentation of Items of Other
Comprehensive Income (effective 1 July 2012)
The amendment requires entities to separate items presented
in other comprehensive income into two groups, based on
whether they may be recycled to profit or loss in the future.
This will not affect the measurement of any of the items
recognised in the balance sheet or the profit or loss in the
current period.
The Group intends to adopt the new standard from
1 January 2013.
New and amended standards adopted by the Group
iv. FRS 44 New Zealand Additional Disclosures and
Harmonisation Amendments (effective 1 July 2011)
FRS 44 sets out New Zealand specific disclosures for entities
that apply NZ IFRSs. These disclosures have been relocated
from NZ IFRSs to clarify that these disclosures are additional
to those required by IFRSs. Adoption of the changes to the
standards has not affected any of the amounts recognised in
the financial statements, but has changed some of the Group’s
current disclosures.

Appendix 1 — Historical financial information and auditors’ report — 129
— 2. Operating segments
The Managing Director and Chief Operating Officer are the Group’s chief operating decision makers. They have determined that based on
the information reviewed by the Board for the purposes of allocating resources and assessing performance, the Group itself forms a single
operating segment.
TOTAL SEGMENT INTER-SEGMENT REVENUE FROM
REVENUE REVENUE EXTERNAL
IN THOUSANDS OF NEW ZEALAND DOLLARS CUSTOMERS
Revenue by domicile of entity
2012
New Zealand 7,172 – 7,172
United Kingdom 5,175 (1,705) 3,470
Australia 2,280 (55) 2,225
Canada 1,372 (962) 410
15,999 (2,722) 13,277
2011
New Zealand 4,814 – 4,814
United Kingdom 463 (46) 417
Australia 701 (618) 83
Canada 375 (23) 352
6,353 (687) 5,666
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Revenue by domicile of customer
United Kingdom 4,062 828
New Zealand 3,724 772
Australia 2,688 910
United States of America 781 830
South Africa 454 720
Canada 227 431
All other segments 1,341 1,175
13,277 5,666
Revenues of approximately $3,455,690 (2011: $95,333) are derived from a single customer and its subsidiaries. These revenues are attributable to
the United Kingdom and New Zealand geographical segments.

130 — Historical financial information and auditors’ report — Appendix 1
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Assets by domicile of entity and location of asset
New Zealand 4,262 3,424
United Kingdom 55 34
Canada 25 26
Australia 11 10
4,353 3,494
Unallocated:
Deferred tax 60 19
4,413 3,513
These assets are allocated based on the operations of the segment and the physical location of the asset.
— 3. Revenue
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Operating Revenue:
Sale of goods 1,634 1,822
Rendering of services 10,821 3,729
12,455 5,551
Other Income:
Rental income 1 8
Sundry revenue 449 23
Government grants 372 84
13,277 5,666
Rendering of services represents contract income earned during the period.
Revenue from implementation and consulting services is recognised in proportion to their stage of completion, typically in accordance with
the achievement of contract milestones or days expended. These judgements or estimates are determined by management, or in consultation
with the customer.

Appendix 1 — Historical financial information and auditors’ report — 131
— 4. Expenditure
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Loss before income tax includes the following specific expenses:
Research and Development:
Total expenditure on research & development 1,741 1,711
Development costs capitalised (1,319) (1,298)
Research and development expense 422 413
Other:
Employee benefits 7,678 3,785
Foreign exchange differences recognised in profit and loss (29) (115)
Leases/rental 419 235
Research and development expense includes a portion of employee benefits, shown above, directly attributable to research and
development activities.
— 5. Fees to parent auditor
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Audit fees – –
Other services 23 –
23 –
Audit fees for the years ending 31 December 2012 and 31 December 2011 have been paid by Jade Software Corporation Limited as part of the
group audit. Other services includes taxation services and consulting.
— 6. Finance income
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Interest receivable on:
Bank deposits and investments 1 1
Loans and receivables 2 3
3 4

132 — Historical financial information and auditors’ report — Appendix 1
— 7. Finance expense
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Interest payable on:
Finance leases – 1
Advances from related parties 212 115
Other advances 1 –
213 116
— 8. Income tax
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Income Tax Credit:
Loss before income tax (5,157) (1,849)
Tax at 28% (2011: 28%) (1,444) (518)
Adjusted for:
Effect of differing tax rates in overseas jurisdictions (15) –
Effect of tax rate change 1 –
Non-deductible items 19 17
Under estimation in prior year 2 –
Foreign tax credit not claimable 14 11
Currency translation (9) –
Income tax credit (1,432) (490)
Current tax 282 134
Deferred tax (1,714) (624)
(1,432) (490)
As at 31 December 2012, the Group had no imputation credits (2011: $nil). Wynyard (NZ) Limited is a member of a New Zealand consolidated tax
group of which its parent, Jade Software Corporation Limited, is the head member. All imputation credits are held by the head member.

Appendix 1 — Historical financial information and auditors’ report — 133
— 9. Earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Group by the weighted average number of ordinary
shares on issue during the year (note 17). The Group has no dilutive potential ordinary shares.
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Total comprehensive income attributable to owners of the parent (3,786) (1,370)
Weighted average number of ordinary shares in issue 48,333 48,333
Basic and diluted earnings per share (dollars) (78.33) (28.35)
— 10. Cash and cash equivalents
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Cash at bank and in hand 541 538
Deposits at call – 14
Short-term investments 37 38
Denominated in:
578 590
United States dollars 189 324
United Kingdom pounds 162 85
New Zealand dollars 100 29
Canadian dollars 80 71
Australian dollars 25 58
Euros 22 23
578 590
Short-term investments represent term deposits for periods of up to three months and are therefore subject to interest rate risk. Analysis of the
sensitivity of cash and cash equivalents to currency risk and interest rate risk is included in note 22.

134 — Historical financial information and auditors’ report — Appendix 1
— 11. Trade and other receivables
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Current:
Trade receivables 1,893 1,791
Impairment provision on trade receivables (39) (103)
Net trade receivables 1,854 1,688
Prepayments 114 25
Unbilled revenue 645 311
Receivable from related parties 188 –
Other receivables 29 44
2,830 2,068
Non Current:
Unbilled revenue – 15
Other receivables 8 –
8 15
Total trade and other receivables 2,838 2,083
Analysed as:
Financial assets 2,724 2,058
Non-financial assets 114 25
2,838 2,084
Financial assets denominated in:
United States dollars 989 894
United Kingdom pounds 744 429
Australian dollars 498 224
New Zealand dollars 416 412
Canadian dollars 71 60
Euros 6 39
2,724 2,058
Analysis of the sensitivity of trade and other receivables to currency risk is included in note 22.
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Impairment provisions
Balance at 1 January 103 82
Additional provisions 26 23
Unused amounts reversed (89) –
Currency translation (1) (2)
Balance at 31 December 39 103

Appendix 1 — Historical financial information and auditors’ report — 135
Group policy is to create an impairment provision against a trade receivable when such trade receivables have been outstanding for a significant
period of time. As the nature of each trade receivable differs, it is impracticable to assess the fair value of the trade receivables against which a
provision has been created.
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Trade Receivables Ageing
Current 531 337
1 to 3 months 1,260 1,233
3 to 6 months 47 118
Over 6 months 55 103
1,893 1,791
The total trade receivables ageing represents the maximum credit exposure.
The other categories within trade and other receivables do not contain impaired or overdue assets. Based on the credit history of these other
receivables, it is expected that these amounts will be received when due.
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Trade Receivables Past Due Not Impaired
1 to 3 months 1,260 1,233
3 to 6 months 47 118
Over 6 months 16 –
Impaired Trade Receivables
1,323 1,351
Over 6 months 39 103
Impairment provision (39) (103)
– –
Management reviews trade receivables that are past due to assess whether any individual receivable is impaired, taking into account service
performance issues and any recent history of customer default. A provision for impairment is established when there is objective evidence that the
Group will not be able to collect all amounts due according to the original terms of the receivables.
— 12. Contracts in progress
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Costs incurred on contracts in progress 5 –
Advances received – –
5 –

136 — Historical financial information and auditors’ report — Appendix 1
— 13. Deferred tax assets and liabilities
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Recognised Deferred Tax Assets
Balance at 1 January 19 15
Recognised in statement of comprehensive income 1,888 677
Transfer to related party (1,847) (673)
Balance at 31 December 60 19
Analysed as:
Employee benefits 56 18
Property, plant and equipment 2 1
Other items 2 –
60 19
The Group deferred tax assets relate to tax jurisdictions in Australia, Canada and the United Kingdom (2011: Australia and Canada).
The transfer to related party relates to the transfer of deferred tax assets to Jade Software Corporation Limited, the head company of the
consolidated tax group in which Wynyard (NZ) Limited is a member. Refer to note 21.
In order to assess whether a deferred tax asset may be recognised, management make use of judgements and estimates to calculate future
profitability, by jurisdiction, against which deductible temporary differences can be utilised.
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Recognised Deferred Tax Liabilities
Balance at 1 January 57 4
Recognised in statement of comprehensive income 174 53
Balance at 31 December 231 57
Analysed as:
Capitalised software development 295 112
Employee benefits (54) (35)
Other items (10) (29)
Property, plant and equipment – 9
231 57
The Group deferred tax liabilities relate to New Zealand tax jurisdiction (2011: New Zealand and the United Kingdom).

Appendix 1 — Historical financial information and auditors’ report — 137
— 14. Property, plant and equipment
PLANT &
FURNITURE
IN THOUSANDS OF NEW ZEALAND DOLLARS EQUIPMENT & FITTINGS TOTAL
2012
Book value at 1 January 2012 101 24 125
Additions 116 189 305
Depreciation (40) (10) (50)
Currency translation (4) (1) (5)
Book value at 31 December 2012 173 202 375
Comprised of:
Cost 495 316 811
Accumulated depreciation (322) (114) (436)
173 202 375
2011
Book value at 1 January 2011 73 32 105
Additions 74 1 75
Disposals (1) – (1)
Depreciation (42) (9) (51)
Currency translation (3) – (3)
Book value at 31 December 2011 101 24 125
Comprised of:
Cost 392 128 520
Accumulated depreciation (291) (104) (395)
101 24 125
Included in plant and equipment are assets capitalised under finance leases with a book value for the Group of $8,685 (2011: $1,783).

138 — Historical financial information and auditors’ report — Appendix 1
— 15. Intangible assets
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Capitalised Software Development
Book value at 1 January 3,354 2,582
Additions from internal development 1,319 1,298
Additions acquired separately 8 5
Disposals (2) –
Amortisation charge (709) (531)
Book value at 31 December 3,970 3,354
Comprised of:
Cost 5,870 4,545
Accumulated amortisation (1,900) (1,191)
3,970 3,354
Government grants for internal development represent cash received
from Government organisations.
Capitalised software development is amortised over its estimated
useful life of three to five years. It is reviewed for impairment by
assessing whether there are any indicators of impairment in the
appropriate cash generating units (CGUs). A CGU is representative of
all of the activities related to the particular product including research,
development, marketing and sales. Indicators of impairment include
a significant decline in budgeted net cash flows or operating profit,
or operating losses or net cash outflows for the CGU. Where these
indicators exist, the recoverable amount of the CGU is assessed and
compared to its carrying amount. If the carrying amount exceeds the
recoverable amount, an impairment loss is recorded in the statement
of comprehensive income.
These amounts are determined using Board-approved budgeted cash
flow forecasts for the next five years. The forecast cash flows are then
discounted to present value at a pre-tax rate of 20.8% (2011: 20.8%).
The estimated growth rate for the terminal value is 2% (2011: 3%)
and does not exceed the average long-term growth rate for the
relevant markets.
The cash flow forecasts have been prepared using past experience of
revenue growth, operating costs and margins, and external sources of
information where appropriate. The key assumptions used in the cash
flow forecasts that are most sensitive to change are the discount rate
and the long-term growth rate, however a reasonably possible change
in these assumptions will not cause an impairment in the CGU.
At balance date no impairment for capitalised software development
has been recorded in the current year.

Appendix 1 — Historical financial information and auditors’ report — 139
— 16. Trade and other payables
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Current:
Trade payables 218 91
Employee entitlements 1,008 373
Accrued expenses 97 110
Revenue billed in advance 1,977 1,864
Payable to related party 9,421 5,093
Other payables 5 1
12,726 7,532
Non Current:
Revenue billed in advance 18 –
Total trade and other payables 12,744 7,532
Analysed as:
Financial liabilities 9,741 5,295
Non-financial liabilities 3,003 2,237
12,744 7,532
Financial liabilities denominated in:
New Zealand dollars 9,529 5,195
United Kingdom pounds 119 39
Australian dollars 65 47
Canadian dollars 18 14
United States dollars 10 –
9,741 5,295
— 17. Contributed equity
2012 2011 2012 2011
IN THOUSANDS OF NEW ZEALAND DOLLARS NUMBER NUMBER
Balance at 1 January $48,333 $48,333 48,333 48,333
Balance at 31 December $48,333 $48,333 48,333 48,333
Ordinary shares
Contributed equity comprises ordinary shares that are issued and fully paid. There are no restrictions on the distribution of dividends and the
repayment of capital. The shares have no par value.

140 — Historical financial information and auditors’ report — Appendix 1
— 18. Reserves
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Foreign Currency Translation Reserve:
Balance at 1 January (85) (74)
Exchange differences on translation of foreign operations (61) (11)
Balance at 31 December (146) (85)
The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign
operations into New Zealand dollars.
— 19. Retained earnings
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Balance at 1 January (1,407) (48)
Loss for the year (3,725) (1,359)
Balance at 31 December (5,132) (1,407)
— 20. Commitments
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
CAPITAL COMMITMENTS
Amounts committed to capital expenditure at the reporting date but not recognised as liabilities 2 –
OPERATING NON CANCELLABLE LEASE COMMITMENTS:
AS LESSEE
Payable within one year 221 126
Payable later than one year, not later than five years 975 –
Payable later than five years 100 –
Total minimum lease payments 1,296 126
The Group leases properties and plant and equipment. It sub-leases those properties that are surplus to current requirements. Operating leases
held over certain properties give the Group the right to renew the lease subject to a redetermination of the lease rental by the lessor, however
potential commitments beyond the renewal dates have not been included in the above commitments. There are no options to purchase assets
held under operating leases.

Appendix 1 — Historical financial information and auditors’ report — 141
— 21. Related party transactions
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Transactions with Shareholders
Skipton Investments Limited
Revenue 3,456 95
Jade Software Corporation Limited
Revenue from operations 7 7
Purchase of services (6,598) (1,774)
Interest expense (212) (115)
Deferred tax 1,848 673
(4,955) (1,209)
Balances with Shareholders
Jade Software Corporation Limited
Trade and other payables (9,421) (5,093)
Trade and other receivables 188 –
(9,233) (5,093)
Transactions with Key Management Personnel
Short-term benefits (956) (771)
Consulting fees (35) –
(991) (771)
Transactions with Shareholders
Skipton Investments Limited owns 56.79% (2011: 56.77%) of the
issued shares in Jade Software Corporation Limited. The Group
provides development and consulting services to Skipton Building
Society (Skipton Investments Limited’s ultimate parent undertaking)
and its subsidiaries.
All subsidiary companies of Jade Software Corporation Limited
are considered to be related parties of the Group. The Group
receives revenue from the use of its tangible assets by related
parties. It purchases services such as managed services, labour
and management. Interest on inter company advances is charged at
the average monthly 90 day bank bill rate, which was 2.67% in 2012
(2011: 2.80%).
Transactions with Key Management Personnel
Key management personnel are those persons having authority
and responsibility for planning, directing and controlling the activities
of the entity.
Short-term benefits represent employee entitlements, including benefits
in kind and directors’ fees.
Consulting fees are paid to Brandman Consulting Limited, a company
of which Ian Scherger is the sole director. They represent fees paid
since 1 October 2011, the date on which Ian Scherger was appointed
a director of Jade Software Corporation Limited.
The Group owed $9,420,789 at 31 December 2012 (2011: $5,093,408)
to related parties reported within trade and other payables. Consideration
for deferred tax assets transferred to Jade Software Corporation
Limited is recognised by an offset against trade and other payables
owing by the Group. Other group companies owed the Group
$188,360 at 31 December 2012 (2011: $nil) reported within trade
and other receivables. These advances are repayable on demand.

142 — Historical financial information and auditors’ report — Appendix 1
— 22. Risk management
The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk), credit risk and
liquidity risk. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis
and cash flow forecasting in the case of interest rate and foreign exchange risks and ageing analysis for credit risk.
Risk management is the responsibility of the Board of Directors who has delegated this to the Audit and Compliance Committee, a sub-committee
of the Board. The Board approves written policies for overall risk management recommended by the Audit and Compliance Committee, as well as
policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative
financial instruments, and investments of excess liquidity.
a. Market Risk
i. Currency risk
The Group operates internationally and is exposed to currency risk arising from commercial transactions and recognised assets and liabilities
that are denominated in a currency that is not the entity’s functional currency. The Group has operations located in foreign countries and
therefore it has a partial natural hedge in its foreign currency exposure to the extent that foreign currency expenses net off against foreign
currency revenue and foreign currency liabilities net off against foreign currency assets.
To the extent that this hedge is insufficient, the Group does not utilise derivative financial instruments to mitigate the risk of exchange
rate fluctuations.
The following closing rates of exchange were used to translate foreign assets and liabilities into New Zealand dollars at 31 December 2012.
2012 2011
RATE RATE
Australian dollar 0.7907 0.7611
Canadian dollar 0.8170 0.7883
Euros 0.6204 0.5963
United Kingdom pound 0.5069 0.5009
United States dollar 0.8200 0.7717
The Group’s New Zealand company holds financial assets and liabilities denominated in foreign currencies, and the Group has subsidiary
companies whose reporting currency is not New Zealand dollars. If the New Zealand dollar (NZD) appreciated or depreciated against these
foreign currencies, the decrease or increase in profit before tax and equity due to these changes would be as set out below. Further details
of these financial assets and liabilities are reported within notes 10, 11, 14 and 16.
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Appreciation of NZD against foreign currency (10%)
Decrease in profit before tax (25) (15)
Decrease in equity after tax (28) (29)
Depreciation of NZD against foreign currency (10%)
Increase in profit before tax 31 18
Increase in equity after tax 34 35

Appendix 1 — Historical financial information and auditors’ report — 143
ii. Interest rate risk
The Group’s main interest rate risk arises from bank deposits and
short term investments, due to the exposure to variable interest
rates. The Group seeks to mitigate this risk by placing available
cash on deposit for longer periods ensuring that the highest
possible interest rate is able to be achieved.
The Group’s interest rate risk relates to interest payable on
intercompany advances as well as interest receivable on bank
deposits and short term investments. The Group seeks to mitigate
these risks by placing available cash on deposit for longer periods
ensuring that the highest possible interest rate is able to be achieved.
The Group mitigates its risk on borrowings by entering into fixed
interest rate agreements.
An increase in interest rates of 1% on the closing deposits and
investments would decrease the profit and equity of the Group by
$68,469 (2011: $36,890). A decrease in interest rates of 1% on the
closing deposits and investments would decrease the profit and
equity of the Group by $72,214 (2011: $41,384).
b. Credit risk
Credit risk is managed on a group basis. Credit risk arises from cash,
deposits and short term investments with banks, as well as credit
exposures to outstanding receivables and committed transactions.
For banks, only independently rated parties with a minimum rating of
‘A’ are accepted.
The credit qualities of prospective customers are assessed, taking
into account their financial position, past experience and other factors.
The Group further mitigates this risk by ensuring that payment terms in
contracts provide for billing throughout projects as work is completed.
c. Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash
and the availability of funding through an adequate amount of
committed credit facilities.
The Group has set Key Performance Indicators approved by the Board
that determine the minimum working capital and cash required for the
Group which are based on forecast levels of revenue.
The table below analyses the Group’s financial liabilities based on
the remaining period at the balance sheet date to the contractual
maturity date.
IN THOUSANDS OF NEW ZEALAND DOLLARS 0–3 MONTHS
As at 31 December 2012
Trade payables 218
Accrued expenses 97
Payable to related party 9,421
Other Payables 5
As at 31 December 2011
9,741
Trade payables 91
Accrued expenses 110
Payable to related party 5,093
Other Payables 1
5,295
The amounts payable to related party is interest bearing and repayable
on demand.
As at 31 December 2012, the Group has a net liability position on
its balance sheet. Jade Software Corporation Limited, the Group’s
ultimate parent, has agreed to financially support the Group until the
point that it is listed on the New Zealand Stock Exchange.
d. Capital risk
The primary objective for the Group is to safeguard their ability to
continue as a going concern, so that they can provide benefits for
shareholders and other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may
adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares, or reduce or raise debt.
The Group regard capital as total equity, as reported in the statement
of financial position. It compares total equity with the net borrowings
including cash and cash equivalents, to ensure that appropriate capital
levels are maintained.

144 — Historical financial information and auditors’ report — Appendix 1
— 23. Reconciliation of operating cash flow with net loss after tax
IN THOUSANDS OF NEW ZEALAND DOLLARS
2012 2011
Reported net loss after tax (3,725) (1,359)
Add / (less): Non-cash and non-operating items
Depreciation and amortisation 759 582
Loss on sale of property, plant and equipment 3 2
Foreign exchange movement on non-operating items (222) (81)
Deferred tax (1,715) (624)
(1,175) (121)
Add / (less): Movements in working capital
Increase in stocks & WIP (5) –
Increase in income tax 152 59
Increase in debtors (574) (469)
Increase in creditors & accruals 889 117
(462) (293)
Reported net cash flows from operating activities (4,438) (1,773)
— 24. Events after balance sheet date
On 26 March 2013, the Board of Jade Software Corporation Limited
resolved that Wynyard (NZ) Limited and its wholly owned subsidiaries,
Wynyard (Australia) Pty Limited, Wynyard (UK) Limited, Wynyard
(Canada) Inc and Wynyard (USA) Corporation, would be separated
from Jade Software Corporation Limited and its subsidiaries. Wynyard
(USA) Corporation was incorporated on 15 February 2013 and does
not form part of these financial statements.
On 27 March 2013, the Board of Wynyard Group Limited, a nontrading
sister company of Wynyard (NZ) Limited and a wholly owned
subsidiary of Jade Software Corporation Limited, resolved to subdivide
the 100 ordinary shares on issue in the company into 442,210,360
ordinary shares for no additional consideration.
On 31 March 2013, Jade Software Corporation Limited made an in
specie distribution of all the shares in Wynyard Group Limited to its
shareholders on a basis proportional to their shareholding in Jade
Software Corporation Limited at the record date (5:00 p.m.,
30 March 2013).
In order to effect the separation, the Board of Wynyard (NZ) Limited
approved the amalgamation of Wynyard (NZ) Limited with Wynyard
No. 1 Limited, a wholly owned subsidiary of Wynyard Group Limited.
The amalgamation took place on 1 April 2013. Wynyard No. 1 Limited
continued as the Amalgamated Company and changed its name to
Wynyard (NZ) Limited on amalgamation. On amalgamation, the
shares of Wynyard (NZ) Limited were cancelled without payment
or other consideration.

Appendix 1 — Historical financial information and auditors’ report — 145
— Independent Auditors’ Report to the directors of
Wynyard (NZ) Limited
estimates, as well as evaluating the overall presentation of the financial
statements.
Report on the Financial Statements
As auditors of Wynyard (NZ) Limited (Wynyard (NZ)) we have prepared
this report at the request of the directors of Wynyard (NZ) to comply with
the requirements of clause 12(3)(e)(ii) of Schedule 1 of the Securities
Regulations 2009 and for inclusion in a prospectus and investment
statement to be issued by Wynyard and dated 6 June 2013.
We have audited the financial statements of Wynyard (NZ) and its
wholly owned subsidiaries (together the Wynyard (NZ) Group) on pages
119 to 144, which comprise the statements of financial position as at
31 December 2012, the statements of comprehensive income and
statements of changes in equity and statements of cash flows for the
year then ended, and the notes to the financial statements that include
a summary of significant accounting policies and other explanatory
information for both Wynyard (NZ) and the Wynyard (NZ) Group.
The Wynyard (NZ) Group comprises Wynyard (NZ) and the entities
it controlled at 31 December 2012 or from time to time during the
financial year.
Directors’ Responsibility for the Financial Statements
The Directors are responsible for the preparation of these financial
statements in accordance with generally accepted accounting practice
in New Zealand and that give a true and fair view of the matters to
which they relate and for such internal controls as the Directors
determine are necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements
based on our audit. We conducted our audit in accordance with
International Standards on Auditing (New Zealand) and International
Standards on Auditing. These standards require that we comply with
relevant ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors’ judgement, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditors consider the internal controls relevant to
Wynyard (NZ) and the Wynyard (NZ) Group’s preparation of financial
statements that give a true and fair view of the matters to which they
relate, in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of Wynyard (NZ) and the Wynyard (NZ) Group’s internal
control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
We have no relationship with or interests in Wynyard (NZ) or its
subsidiaries other than in our capacities as auditors, providers of other
assurance services and tax advisers. These services have not impaired
our independence as auditors of Wynyard (NZ) and the Wynyard (NZ)
Group.
Opinion
In our opinion, the financial statements on pages 119 to 144:
(i)
comply with generally accepted accounting practice in
New Zealand; and
(ii) comply with International Financial Reporting Standards; and
(iii) give a true and fair view of the financial position of Wynyard (NZ)
and the Wynyard (NZ) Group as at 31 December 2012, and their
financial performance and cash flows for the year then ended.
Report on Other Legal and Regulatory Requirements
We also report in accordance with Sections 16(1)(d) and 16(1)(e) of the
Financial Reporting Act 1993. In relation to our audit of the financial
statements for the year ended 31 December 2012:
(i)
we have obtained all the information and explanations that we have
required; and
(ii) in our opinion, proper accounting records have been kept by
Wynyard (NZ) as far as appears from an examination of those
records.
Restriction on Distribution or Use
This report is made solely to Wynyard (NZ)’s directors, as a body, in
accordance with Section 205(1) of the Companies Act 1993. Our audit
work has been undertaken so that we might state to Wynyard (NZ)’s
directors those matters which we are required to state to them in an
auditors’ report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than
Wynyard (NZ) and Wynyard (NZ)’s directors, as a body, for our audit
work, for this report or for the opinions we have formed.
Chartered Accountants
6 June 2013
Christchurch

146 — Application form and instructions — Appendix 2
Appendix 2
— Application form and instructions
— Your Application Form must be received by 5:00pm Friday 12 July 2013
You should read the Offer Document carefully before completing this
Application Form. An Application will constitute an irrevocable offer by
the Applicant to subscribe for and acquire the number of Shares
specified on the Application Form (or such lesser number as the
Company may determine) on the terms and conditions set out in this
Offer Document and on the Application Form.
An Application cannot be withdrawn or revoked by the Applicant once
it has been submitted.
— Completing the application under the broker
firm offer
The Offer is open to persons who have received a firm allocation from
their broker. If you have been offered a firm allocation by a NZX Firm,
you should ensure that your application form is stamped by your broker
and returned to your broker after completion for lodgement with the
Share Registry, so that you receive your correct firm allocation.
— A Application details and information
Insert your full name(s), address and telephone numbers. Applications
must be in the name(s) of natural persons, companies or other legal
entities, up to a maximum of three names per application. The table
below shows the correct form of name to use.
Type of Investor: Correct Way to Write Name: Incorrect Way to Write Name:
Individual Person JOHN ARTHUR SMITH J SMITH
More than One Person
JOHN MICHAEL SMITH
MICHELLE JOANNE SMITH
Company ABC LIMITED ABC
Trusts
Partnerships
Clubs and Unincorporated Associations
Superannuation Funds
JOHN ARTHUR SMITH
(JOHN SMITH FAMILY A/C)
JOHN ARTHUR SMITH
MICHAEL JAMES SMITH
(JOHN SMITH AND SONS A/C)
JANE PATRICIA SMITH
(SMITH INVESTMENT CLUB A/C)
JOHN SMITH LIMITED
(SUPERANNUATION FUND A/C)
J & M SMITH
SMITH FAMILY TRUST
JOHN SMITH & SONS
SMITH INVESTMENT CLUB
JOHN SMITH SUPERANNUATION FUND
— B Common Shareholder Number (CSN)
If you have other investments registered under a Common Shareholder
Number (CSN) you must supply your CSN in the space provided. The
name and address details on your Application Form must correspond
with the registration details under that CSN. If you do not provide a
CSN it will be deemed that you do not have a current CSN and a CSN
and FIN will be allocated to you at allotment of the Offer Shares.

Appendix 2 — Application form and instructions — 147
— C Application payment
The Application Form allows you to select payment by direct debit,
bank draft or cheque.
Payment must be made in accordance with the directions of the NZX
Firm from whom you received a firm allocation.
Complete the box for the “Number of Offer Shares” you wish to apply
for, and then multiply this by the Offer Price and insert the total amount
in the “Total Amount” box. Applications must be for a minimum of
4,000 Offer Shares and, thereafter, in multiples of 500 Offer Shares.
The Price is expected to be announced and posted on the Wynyard
Offer website www.intelligentinvestment.co.nz and under the code
“NZXR” on www.nzx.com on or about 19 June 2013 following the
bookbuild.
Please advise payment method for your Shares and bank account
details for any future dividend payments.
Option 1:
If you choose the direct debit option, you must tick the box authorising
the Share Registrar to direct debit the bank account nominated on the
Application Form on any day after the application form is received by
the Share Registrar for the amount applied for on the application form.
You cannot specify a direct debit date and you must ensure that:
— the bank account details supplied are correct;
— the application funds in the bank account for direct debit
are available from the day the Share Registrar receives the
Application Form;
— the person(s) giving the direct debit instruction has/have the
authority to operate the account solely/jointly; and
— the bank account you nominated is a transactional account
eligible for direct debit transactions. If you are uncertain you
should contact your bank.
Should your direct debit fail, your application may be rejected. If
requested, a direct debit authority form may be provided to you by the
Share Registrar. Refer to the contact details on the Application Form.
Option 2:
Cheques must be drawn on a New Zealand registered bank from a
New Zealand dollar bank account and must be made in New Zealand
dollars. Cheques must be made payable to “Wynyard Share Offer” and
crossed “Non Transferable”. Cheques must not be post-dated as they
will be banked on receipt. The banking of Application amounts does
not constitute confirmation of allotment of any Shares or acceptance of
an offer to subscribe for Shares. If your cheque is dishonoured, your
Application may be rejected and Wynyard may cancel your allotment of
Shares and pursue any other remedies available to it at law.
Option 3:
Investors who are members of NZClear may, by prior arrangement with
the Share Registrar, settle their applications for the Offer Shares prior or
on the Offer Share Allotment Date, through the NZClear system. Please
note: Your Broker may arrange for an alternative payment method in
which case you need to follow their instructions.
— D IRD number or RWT exemption
Resident withholding tax (RWT) will be deducted from any dividends
paid to you (unless you provide a valid RWT exemption certificate).
If you are exempt from RWT, please tick the exempt box and attach
a photocopy of your RWT exemption certificate. Only one IRD number
is required per holding. If you provide an exemption certificate the
IRD number you supply must relate to the exemption certificate.
— E Electronic correspondence
If you provide your email address you are electing to receive all
shareholder communications via email where possible, including
dividend statements, transaction statements, notices of meeting, voting
forms and annual reports. This is a much more environmentally friendly,
cost effective and timely option than paper based investor mail outs.
— F Signature(s) of applicant(s)
Read the Offer Document and Application Form carefully and SIGN
and DATE the Application Form.
If the Broker Firm Application Form is stamped by a broker, you are
confirming that the applicant has received a firm allocation from an
NZX Firm. The Application Form must be signed by the applicant(s)
personally, or by two directors of a company (or one director if there
is only one director, whose signature must be witnessed), or in either
case by a duly authorised attorney or agent.

148 — Application form and instructions — Appendix 2
— G Closing date and delivery
Applicants receiving an allocation under the Broker Firm Offer from a
NZX Firm must return a completed Application Form (with payment) to
the office of that NZX Firm in time to enable forwarding to and receipt
by the Share Registrar before 5.00pm on the BROKER FIRM OFFER
CLOSING DATE, FRIDAY 12 JULY 2013.
Please lodge your application form AS SOON AS POSSIBLE.
Applicants should remember that the Broker Firm Offer Closing Date
may be changed by Wynyard at any time.
Wynyard reserves the right to accept Applications which are received
by the Share Registrar after the relevant Broker Firm Offer Closing
Date, but has no obligation to do so.
— H If the Application Form is signed by an attorney
The power of attorney document is not required to be lodged, but the
attorney must complete the certificate of non-revocation of power of
attorney on the reverse of the Application Form.
— I If the Application Form is signed by an agent
The agent must complete the certificate of non-revocation of agent on
the reverse of the Application Form. Joint applicants must each sign
the Application Form.

Broker Code
— Wynyard Group Application Form
Attach cheque here
This Application Form is issued with the combined Prospectus and Investment Statement dated and prepared as at 6 June 2013 (Offer Document),
for the Offer of fully paid ordinary shares (Offer Shares) in Wynyard Group Limited (the Company). You should ensure this Offer Application Form is
stamped by your broker if you have received a firm allocation of Shares from your broker. Before completing this Application Form, applicants should
read the Offer Document. This Application Form constitutes an offer to purchase the Offer Shares described herein. The full amount of the purchase
price for the Offer Shares is due upon application. The Closing Date for the Offer is 5.00pm 12 July 2013.
For instructions on how to complete and deliver this form, see the accompanying application instructions.
— A Application details and information – please print in block letters
First Name(s):
First Name(s):
First Name(s):
Corporate Name or :
Postal Address:
Family Name:
Family Name:
Family Name:
Telephone mobile:
Telephone daytime:
— B Common Shareholder Number (CSN)
Please note that the application must be made in the same name(s) as the CSN below, otherwise the application will be deemed to be made without
a CSN and a CSN will be allocated at the time of the allotment.
If you currently have a Common Shareholder Number (CSN), please enter it here:
— C Application payment
Applications must be accompanied by payment, and if applied through a broker, in accordance with instructions from your NZX Firm. Space is
provided on the form for Applicants to elect below to make payment by cheque or bank draft payable to “Wynyard Share Offer” and crossed
“Not Transferable”, OR by direct debit by completing the bank account section below, OR settlement via NZ Clear (approved investors only).
Payment must be in New Zealand currency.
Your Application and payment must be received by 12 July 2013, unless your broker has specified an earlier closing date. Applications must be for a
minimum of 4,000 Offer Shares and, thereafter, in multiples of 500 Offer Shares. The Company may accept or reject all or part of this application without
giving reason.
X $
= NZ$
Number of Offer Shares applied for Offer Price The total payment amount
You may choose one of the payment options below. Please tick the box next to your selected option (✓).
Option 1 Please direct debit my bank account stated below for the amount of Offer Shares applied for above (or any lesser amount as
determined by the Company). By ticking this box and signing this Application Form, I agree that the Share Registrar is authorised to direct debit
my account for the full amount of Shares applied for (or any lesser amount as determined by the Company). Note that direct debit will be
taken the day your Application is received. All future dividends paid by the Company will also be credited to this account unless the Share
Registrar is advised otherwise in writing.
Please confirm with your bank that this account can be direct debited.
Option 2 Please find attached my payment by cheque or bank draft. I have supplied my bank account details below for the purpose of direct
crediting of any future dividends paid by the Company.
Option 3 Investors who are members of NZ Clear may, by prior arrangement with the Share Registrar, settle their applications for the Public Offer
Shares on the Public Offer Share Allotment Date through the NZ Clear system.
NZ Clear mnemonic
New Zealand dollar bank account details for direct debit and/or direct credit of future dividend payments
Name of Bank
Name of Account
Bank Branch Account No. Suffix
Or For the purpose of Dividend payments only: Direct credit to my Cash Management Account:
Name of NZX Member Firm where Cash Management Account held
Cash Management Account Number:

— D IRD number or RWT exemption
IRD number (only one IRD number is required in respect of a joint application):
Exempt – please tick this box if you hold an RWT exemption certificate from IRD and attach a copy of your RWT exemption certificate.
— E Electronic correspondence
To enable the Registry to provide you with your investor correspondence electronically, please complete your email address below. If you do not provide
an email address, investor correspondence will be mailed to you at the address provided on the Application Form.
— F Signature(s) of applicant(s)
I/We hereby acknowledge that I/We have received and read the Offer Document, including the Application Instructions, and if this Application Form is
stamped by a broker and relates to the Broker Firm Offer that I/We have received a firm allocation of Shares from an NZX Firm, and apply for the
number of fully paid ordinary shares as set out above and agreed to accept such shares (or such lesser number as may be allotted to me/us) on, and
subject to, the terms and conditions set out in the Offer Document and Application Instructions.
All applicants on the Application Form must sign:
1 2 3 Date / /
— G Send application form and payment to be received by the share registrar at the address details set out
below, by 5.00PM, 12 July 2013, unless your broker has specified an earlier closing date:
Computershare Investor Services Limited, PO Box 92119, Auckland 1142. Or deliver to: Level 2, 159 Hurstmere Road, Takapuna, Auckland 0622
Applications can be lodged with the Company, any NZX Firm or any other channel approved by NZX in time for such Applications to be received by the
Share Registrar before 5.00pm on the Closing Date.
— H Certificate of non-revocation of power of attorney:
(Complete this section only if you are acting on behalf of the Applicant on this Application Form for whom you have the power of attorney)
I, (full name)
of
THAT by deed dated
of
appointed me
(place and country of residence)
(occupation), CERTIFY
(date of instrument creating the power of attorney),
(full name of person/body corporate which granted the power of attorney)
(place and country of residence of person/body corporate which granted the power of attorney**)
(his/her/its) attorney
– That I have executed the application for Shares printed on this Application Form under that appointment and pursuant to the powers thereby
conferred on me; and
– That I have not received notice of any event revoking the power of attorney.
Signed at this day of / (month/year)
Signature of attorney
** If donor is a body corporate, state place of registered office or principal place of business of donor and, if that is not in New Zealand,
state the country in which the principal place of business is situated.
— I Certificate of non-revocation of agent
(Complete this section only if you are acting as Agent on behalf of the Applicant on this Application Form)
I, (full name)
of
that by the agency agrement dated
of
appointed me
(place and country of residence)
(occupation), certify
(date of instrument creating the agency),
(full name of person/body corporate which appointed you as agent)
(place and country of residence of person/body corporate which appointed you as agent**)
(his/her/its) agent
– That I have executed the application for Shares printed on this Application Form under that appointment and pursuant to the powers thereby
conferred on me; and
– That I have not received any notice or information of the revocation of my appointment as agent.
Signed at this day of / (month/year)
Signature of attorney
** If donor is a body corporate, state place of registered office or principal place of business of donor and, if that is not in New Zealand,
state the country in which the principal place of business is situated.

Broker Code
— Wynyard Group Application Form
Attach cheque here
This Application Form is issued with the combined Prospectus and Investment Statement dated and prepared as at 6 June 2013 (Offer Document),
for the Offer of fully paid ordinary shares (Offer Shares) in Wynyard Group Limited (the Company). You should ensure this Offer Application Form is
stamped by your broker if you have received a firm allocation of Shares from your broker. Before completing this Application Form, applicants should
read the Offer Document. This Application Form constitutes an offer to purchase the Offer Shares described herein. The full amount of the purchase
price for the Offer Shares is due upon application. The Closing Date for the Offer is 5.00pm 12 July 2013.
For instructions on how to complete and deliver this form, see the accompanying application instructions.
— A Application details and information – please print in block letters
First Name(s):
First Name(s):
First Name(s):
Corporate Name or :
Postal Address:
Family Name:
Family Name:
Family Name:
Telephone mobile:
Telephone daytime:
— B Common Shareholder Number (CSN)
Please note that the application must be made in the same name(s) as the CSN below, otherwise the application will be deemed to be made without
a CSN and a CSN will be allocated at the time of the allotment.
If you currently have a Common Shareholder Number (CSN), please enter it here:
— C Application payment
Applications must be accompanied by payment, and if applied through a broker, in accordance with instructions from your NZX Firm. Space is
provided on the form for Applicants to elect below to make payment by cheque or bank draft payable to “Wynyard Share Offer” and crossed
“Not Transferable”, OR by direct debit by completing the bank account section below, OR settlement via NZ Clear (approved investors only).
Payment must be in New Zealand currency.
Your Application and payment must be received by 12 July 2013, unless your broker has specified an earlier closing date. Applications must be for a
minimum of 4,000 Offer Shares and, thereafter, in multiples of 500 Offer Shares. The Company may accept or reject all or part of this application without
giving reason.
X $
= NZ$
Number of Offer Shares applied for Offer Price The total payment amount
You may choose one of the payment options below. Please tick the box next to your selected option (✓).
Option 1 Please direct debit my bank account stated below for the amount of Offer Shares applied for above (or any lesser amount as
determined by the Company). By ticking this box and signing this Application Form, I agree that the Share Registrar is authorised to direct debit
my account for the full amount of Shares applied for (or any lesser amount as determined by the Company). Note that direct debit will be
taken the day your Application is received. All future dividends paid by the Company will also be credited to this account unless the Share
Registrar is advised otherwise in writing.
Please confirm with your bank that this account can be direct debited.
Option 2 Please find attached my payment by cheque or bank draft. I have supplied my bank account details below for the purpose of direct
crediting of any future dividends paid by the Company.
Option 3 Investors who are members of NZ Clear may, by prior arrangement with the Share Registrar, settle their applications for the Public Offer
Shares on the Public Offer Share Allotment Date through the NZ Clear system.
NZ Clear mnemonic
New Zealand dollar bank account details for direct debit and/or direct credit of future dividend payments
Name of Bank
Name of Account
Bank Branch Account No. Suffix
Or For the purpose of Dividend payments only: Direct credit to my Cash Management Account:
Name of NZX Member Firm where Cash Management Account held
Cash Management Account Number:

— D IRD number or RWT exemption
IRD number (only one IRD number is required in respect of a joint application):
Exempt – please tick this box if you hold an RWT exemption certificate from IRD and attach a copy of your RWT exemption certificate.
— E Electronic correspondence
To enable the Registry to provide you with your investor correspondence electronically, please complete your email address below. If you do not provide
an email address, investor correspondence will be mailed to you at the address provided on the Application Form.
— F Signature(s) of applicant(s)
I/We hereby acknowledge that I/We have received and read the Offer Document, including the Application Instructions, and if this Application Form is
stamped by a broker and relates to the Broker Firm Offer that I/We have received a firm allocation of Shares from an NZX Firm, and apply for the
number of fully paid ordinary shares as set out above and agreed to accept such shares (or such lesser number as may be allotted to me/us) on, and
subject to, the terms and conditions set out in the Offer Document and Application Instructions.
All applicants on the Application Form must sign:
1 2 3 Date / /
— G Send application form and payment to be received by the share registrar at the address details set out
below, by 5.00PM, 12 July 2013, unless your broker has specified an earlier closing date:
Computershare Investor Services Limited, PO Box 92119, Auckland 1142. Or deliver to: Level 2, 159 Hurstmere Road, Takapuna, Auckland 0622
Applications can be lodged with the Company, any NZX Firm or any other channel approved by NZX in time for such Applications to be received by the
Share Registrar before 5.00pm on the Closing Date.
— H Certificate of non-revocation of power of attorney:
(Complete this section only if you are acting on behalf of the Applicant on this Application Form for whom you have the power of attorney)
I, (full name)
of
THAT by deed dated
of
appointed me
(place and country of residence)
(occupation), CERTIFY
(date of instrument creating the power of attorney),
(full name of person/body corporate which granted the power of attorney)
(place and country of residence of person/body corporate which granted the power of attorney**)
(his/her/its) attorney
– That I have executed the application for Shares printed on this Application Form under that appointment and pursuant to the powers thereby
conferred on me; and
– That I have not received notice of any event revoking the power of attorney.
Signed at this day of / (month/year)
Signature of attorney
** If donor is a body corporate, state place of registered office or principal place of business of donor and, if that is not in New Zealand,
state the country in which the principal place of business is situated.
— I Certificate of non-revocation of agent
(Complete this section only if you are acting as Agent on behalf of the Applicant on this Application Form)
I, (full name)
of
that by the agency agrement dated
of
appointed me
(place and country of residence)
(occupation), certify
(date of instrument creating the agency),
(full name of person/body corporate which appointed you as agent)
(place and country of residence of person/body corporate which appointed you as agent**)
(his/her/its) agent
– That I have executed the application for Shares printed on this Application Form under that appointment and pursuant to the powers thereby
conferred on me; and
– That I have not received any notice or information of the revocation of my appointment as agent.
Signed at this day of / (month/year)
Signature of attorney
** If donor is a body corporate, state place of registered office or principal place of business of donor and, if that is not in New Zealand,
state the country in which the principal place of business is situated.

Appendix 3
— Directory
Appendix 3 — Directory — 153
designedbyinsight.com WYN001
— Issuer
Wynyard Group Limited
Level 2, 3 Lorne Street, Auckland City 1010
Phone: +64 (9) 573 7180
Facsimile: +64 (9) 573 1140
Board of Directors
Dr. Murray Horn, Susan Peterson, Herb Hunt, Guy Haddleton,
Dr. Raj Bhole, Richard Twigg and Craig Richardson
The above directors can be contacted at Wynyard Group Limited’s
registered office above (as set out above).
— Offeror
Jade Software Corporation Limited
5 Sir Gil Simpson Drive, Canterbury Technology Park, Christchurch 8053
Phone: +64 (3) 365 2500
Facsimile: +64 (3) 358 7276
— Promoters
Jade Software Corporation Limited
5 Sir Gil Simpson Drive, Canterbury Technology Park, Christchurch 8053
Phone: +64 (3) 365 2500
Facsimile: +64 (3) 358 7276
Board of Directors
Ruth Richardson, Dr. Raj Bhole, David Lindsay, Alexander Robinson,
Ian Scherger and Richard Twigg
The above directors can be contacted at Jade Software Corporation
Limited’s registered office above (as set out above).
— Share registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road, Takapuna, Auckland 0622
Private Bag 92119, Auckland 1142, New Zealand
Phone: +64 (9) 488 8777
Facsimile: +64 (9) 488 8787
— Legal advisers
Chapman Tripp
Unit 1, 245 Blenheim Road, Upper Riccarton, Christchurch 8041
Phone: +64 (3) 353 4130
Facsimile: +64 (3) 365 4587
— Auditor
PricewaterhouseCoopers
Sir Gil Simpson Drive, Canterbury Technology Park, Christchurch 8053
Phone: +64 (3) 374 3000
Facsimile: +64 (3) 374 3001
— Arranger and organising participant
UBS New Zealand Limited
Level 17, 188 Quay Street
PricewaterhouseCoopers Tower, Auckland
Phone: +64 (9) 913 4800
Facsimile: +64 (9) 913 4888
— Joint lead managers
UBS New Zealand Limited
Level 17, 188 Quay Street
PricewaterhouseCoopers Tower, Auckland
Phone: +64 (9) 913 4800
Facsimile: +64 (9) 913 4888
Forsyth Barr Limited
Level 9, Forsyth Barr House, The Octagon, Dunedin 9054
Phone: +64 (3) 477 7464
Facsimile: +64 (3) 479 9296
— Retail Co-Managers
First NZ Capital Securities Limited
Level 39, ANZ Centre, 23–29 Albert Street, Auckland 1010
Phone: 0800 005 678
Facsimile: +64 (9) 377 6761
Macquarie Capital (New Zealand) Limited
Level 17, Lumley Centre, 88 Shortland Street, Auckland 1010
Phone: 0800 742 737 or +64 (9) 357 6931
Facsimile: +64 (9) 309 6220