CAPRICORN SOCIETY LIMITED

PO Box 91567Auckland Mail Service CentreAuckland 1142FreeCall: 0800 401 444FreeFax: 0800 401 555Capricorn Society LimitedRegistered under the Australian Corporations Act 2001 (Cth) (A.C.N.: 008 347 313)Registered in NZ as an Overseas ASIC Company (Company Number: 651162)INVESTMENT STATEMENT FOR SHARES IN CAPRICORN SOCIETY LIMITEDThis is an Investment Statement for the purposes of the Securities Act 1978 for ordinaryShares issued by Capricorn Society Limited in the New Zealand Geographic Region Class.This Investment Statement is prepared as at 6 December 2012.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 alldocuments carefully. Ask questions. Seek advice before committing yourself.Choosing an InvestmentWhen deciding whether to invest, consider carefully the answers to the following questionsthat can be found on the pages noted below:PageWhat sort of investment is this? .................................................................................................... 3Who is involved in providing it for me? ......................................................................................... 4How much do I pay? ..................................................................................................................... 5What are the charges?.................................................................................................................. 6What returns will I get? ................................................................................................................. 6What are my risks? ....................................................................................................................... 9Can the investment be altered? .................................................................................................. 15How do I cash in my investment? ............................................................................................... 15Who do I contact with Inquiries about my investment? .............................................................. 17Is there anyone to whom I can complain if I have problems with the investment? .................... 17What other information can I obtain about this investment?....................................................... 18In addition to the information in this document, important information can be found in thecurrent Australian Prospectus for the investment. You are entitled to a copy of the AustralianProspectus on request.The Financial Markets Authority regulates conduct in financial marketsThe Financial Markets Authority regulates conduct in New Zealand’s financial markets. TheFinancial Markets Authority’s main objective is to promote and facilitate the development offair, efficient, and transparent financial markets.For more information about investing, go to http://www.fma.govt.nz.1

Financial advisers can help you make investment decisionsUsing a financial adviser cannot prevent you from losing money, but it should be able to helpyou 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 financialadvisers 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 berequired to give you a disclosure statement covering these and other matters. You shouldask your adviser about how he or she is paid and any conflicts of interest he or she mayhave.Financial advisers must have a complaints process in place and they, or the financialservices provider they work for, must belong to a dispute resolution scheme if they provideservices to retail clients. So if there is a dispute over an investment, you can ask someoneindependent to resolve it.Most financial advisers, or the financial services provider they work for, must also beregistered on the financial service providers register. You can search for information aboutregistered financial service providers at http://www.fspr.govt.nz.You can also complain to the Financial Markets Authority if you have concerns about thebehaviour of a financial adviser.AUSTRALIAN ISSUERS(The information in this section is required by the Securities Act (Australian Issuers)Exemption Notice 2002 (“the Notice”).)Capricorn Society Limited (“Capricorn”) is an Australian company and the issue of theordinary Shares in Capricorn described in this Investment Statement is governed byAustralian law.The offer of the Shares is contained in a Short Form Prospectus prepared under section 712of the Corporations Act 2001 (“Australian Prospectus”) dated and lodged with theAustralian Securities and Investments Commission (“ASIC”) on 6 December 2012 asamended or supplemented from time to time. ASIC takes no liability for the contents of theAustralian Prospectus.Capricorn will, within 5 working days of receiving a request for a copy of the AustralianProspectus, without fee, send you, or cause to be sent to you:(a) A copy of the Australian Prospectus;(b) Copies of any documents that, under the laws of Australia, must accompany any copyof the Australian Prospectus sent to any person to whom an offer of the Shares ismade in Australia; and(c) A copy of any document, or part of a document, lodged with ASIC that is referred to inthe Australian Prospectus and any of the documents set out in the “ImportantInformation” section at the front of the Australian Prospectus.Investors should note the following consequences of the fact that Capricorn is an AustralianIssuer (as that term is defined in the Notice):Capricorn Investment Statement – 6 December 20122

(a)(b)(c)(d)(e)(f)(g)(h)Allotments of the Shares must be made in the manner specified in the AustralianProspectus (a copy of which will be sent, free of charge, to any person requesting it)and in the manner prescribed under Australian law.Investors should satisfy themselves as to the tax implications of investing in theShares.Investing in the securities of an Australian issuer may carry with it a currencyexchange risk.The financial reporting requirements applying in New Zealand and those applying toCapricorn may be different and the financial statements of Capricorn may not becompatible in all respects with financial statements prepared in accordance with NewZealand law.Capricorn may not be subject in all respects to New Zealand law.Although a copy of the Australian Prospectus and other documents has been receivedby the Registrar of Companies, the Australian Prospectus has not been registered inNew Zealand under New Zealand law and may not contain all the information that aNew Zealand registered Australian Prospectus is required to contain.No exemption, order or declaration has been granted by ASIC in respect of theShares.It is not a condition of the Notice that an Australian Issuer be listed on the NewZealand Stock Exchange and New Zealand resident investors may not have access toinformation concerning Capricorn in the same way as investors have in relation to anissuer listed on the New Zealand Stock Exchange.Agreement as to JurisdictionIn respect of a dispute concerning the contract for the Shares, Capricorn:(a) Agrees to submit to the non-exclusive jurisdiction of the New Zealand courts;(b) Has instructed the New Zealand agent for service referred to below to accept serviceon its behalf; and(c) Agrees that this statement is an agreement with each investor for the purposes ofsection 389(1)(e) of the Companies Act 1993.Despite the statements referred to above, the contract in respect of the Shares may notalways be enforceable in New Zealand courts.Buddle Findlay has been appointed by Capricorn as service agent to accept service in NewZealand of any document on Capricorn’s behalf. Buddle Findlay's address is:Buddle FindlayLevel 17State Insurance Tower1 Willis StreetPO Box 2694WellingtonWHAT SORT OF INVESTMENT IS THIS?The securities offered under this Investment Statement are ordinary shares in Capricorn inthe New Zealand Geographic Region Class (the "Shares").The Shares are offered only to Members, Qualified New Authorised Purchasers or eligibleautomotive businesses in New Zealand who in each case meet Capricorn’s membershipcriteria.The purpose of the offer of Shares under this Investment Statement is to provide access tomembership of Capricorn.Capricorn Investment Statement – 6 December 20123

The main entitlement of holding Shares is that Members are provided an Account thatprovides Members with credit with Capricorn for purchases of goods or services fromCapricorn’s Preferred Suppliers or from Capricorn directly.Members may also receive dividends, rebates and reward points as further described in thesection "What returns will I get?" below.WHO IS INVOLVED IN PROVIDING IT FOR ME?The issuer of the Shares is Capricorn, whose registered office is:Capricorn Society Limited172 Burswood RoadBurswood, WA 6100AustraliaIn New Zealand the registered office of Capricorn is:Capricorn Society Limited17 Salesyard RoadPuhoiAucklandThe mailing address for Capricorn is:Capricorn Society LimitedPO Box 91567Auckland Mail Service Centre, 1142Capricorn is a public company, limited by shares, incorporated in Western Australia, withoperations throughout Australia, New Zealand and South Africa. Capricorn operatesregistered branches in New Zealand and South Africa. It has operated in New Zealandsince 1997 and South Africa since 2000.Capricorn acts as an intermediary in the automotive industry by facilitating purchases by itsAuthorised Purchasers (which are all from automotive and allied industries and are typicallyindependent general repairers and specialist technicians and mechanics who comprise anessential part of the aftermarket repair industry) from its Preferred Suppliers (which includeleading automotive suppliers).The directors of Capricorn, as at the date of this Investment Statement, are: Colin HeavysideMyrtle Bank, South Australia, Australia Wayne NegusDalkeith, Western Australia, Australia Russell BeckerWest Pennant Hills, New South Wales,Australia Mark ColemanWalkerville, South Australia, Australia Russell GreenPuhoi, New Zealand Ross PickeringCamp Mountain, Queensland, Australia Vincent O'NeillSandy Creek, Victoria, Australia Bruce RathieDouble Bay, New South Wales, AustraliaThe directors of Capricorn can be contacted at Capricorn's address. The directors, andaddress, of Capricorn may change from time-to-time. The current directors and address ofCapricorn can be found on the Companies Office website atwww.business.govt.nz/companies.Capricorn Investment Statement – 6 December 20124

HOW MUCH DO I PAY?For New Zealand eligible automotive businesses, the price payable is NZ$ 1.00 for eachShare in the New Zealand Geographic Region Class. The minimum initial number of sharesthat must be applied for is 200 Shares (NZ$ 200.00). No Member may hold more than200,000 Shares.In addition to paying for Shares by direct credit or cheque, Shares can be purchased byplacing them on the Member’s Account and then paying that amount through the normaloperation of the Member’s Account. Reward points are not awarded on the issue price forShares placed on a Member’s Account.Payment for Shares by cheque can be made to a Capricorn representative or can be sent to:Capricorn Society LimitedPO Box 91567Auckland Mail Service Centre, 1142or otherwise made in accordance with the Application Form.There is no cooling-off period in respect of any application for Shares.Applying for Shares if you are already a Member of CapricornIf you are already a Member of Capricorn, you can apply for Shares by completing theApplication Form attached to this Investment Statement. Before completing the ApplicationForm you should read the section “Important Information about Completing the ApplicationForm” below.Applying for Shares if you are not currently a Member of CapricornIf you are not already a Member then you will need to apply to become an AuthorisedPurchaser at the same time as applying for shares by completing the application formApplication to Trade as an Authorised Purchaser and to Purchase Shares in CapricornSociety Ltd – New Zealand that is appropriate for your legal structure and agreeing to theAuthorised Purchaser Agreement. You can obtain the appropriate application by contactingyour Capricorn representative or by calling 0800 401 444.Trial Period with CapricornA person may first join Capricorn on a trial basis by applying to become an AuthorisedPurchaser and agreeing to the Authorised Purchaser Agreement and not, at that stage,applying for Shares.An Authorised Purchaser completes the trial period and becomes a Qualified NewAuthorised Purchaser once they have satisfied all of the applicable membership criteria,typically by meeting purchasing volume targets over a period of time. A Qualified NewAuthorised Purchaser is eligible to apply for Shares under this Investment Statement.Capricorn may terminate arrangements with any Authorised Purchaser that fails to become aMember within 12 months (either by failing to satisfy all the membership criteria and becomea Qualified New Authorised Purchaser or, after becoming a Qualified New AuthorisedPurchaser, failing to purchase Shares).This is consistent with Capricorn’s co-operative principles of existing to serve its Membersand limiting membership to only those people that make, or are likely to make, an economiccontribution to Capricorn through actively using the Account.Capricorn Investment Statement – 6 December 20125

Entitlements of Authorised Purchasers that are not MembersAuthorised Purchasers that are not Members do not receive any of the entitlementsassociated with holding Shares, such as dividends or voting rights.New Authorised Purchasers are, however, provided an Account that offers them credit withCapricorn for purchases of goods or services from Preferred Suppliers of Capricorn or fromCapricorn directly and also receive many of the entitlements of being a Member (furtherdescribed in the section "What returns will I get?" below).While Authorised Purchasers may accrue reward points they cannot, however, redeemreward points prior to becoming a Member.Authorised Purchasers are not eligible to receive rebates unless they are Qualified NewAuthorised Purchaser and then they may receive any rebates declared, subject to theDirectors discretion and the operation of Capricorn’s rebate policy.As described above, Capricorn may terminate arrangements with any Authorised Purchaserthat fails to become a Member within 12 months.WHAT ARE THE CHARGES?In addition to the purchase price of the Shares and charges for any goods and servicespurchased (including any charges associated with operating Accounts), Capricorn ispermitted to charge the following fees to Members:(a) A fee to register a transfer of Shares in Capricorn – currently A$ 1.00;(b)(c)A fee for Share certificates (and duplicate Share certificates) – currently A$ 0.50; andA fee for the inspection of a Member's Account with Capricorn (excluding the registermaintained by Capricorn for the purposes of the Corporations Act) – currently A$ 0.20.Subject to reserving the right to impose such charges and change such policy, at the date ofthis Investment Statement, it is not the policy of Capricorn to charge Members fees for Sharecertificates (and duplicate Share certificates), or inspecting a Member's Account withCapricorn.Capricorn’s Constitution also allows Capricorn to deduct from any dividend payable to aMember all sums of money presently payable by the Member to Capricorn for any reason.WHAT RETURNS WILL I GET?The main entitlements of holding Shares in Capricorn are as follows:(a)Access to Credit. Capricorn provides Accounts to Members which offer them instantcredit with Capricorn for purchases of goods or services from Preferred Suppliers ofCapricorn or from Capricorn directly. Purchases each month are generally payable bythe last business day of the following month. If the Member fails to pay their Accounton time, interest, administration and default charges may apply.Additionally, Members of Capricorn may apply for extended credit for equipmentpurchases via Capricorn’s range of CAPezifinance products. Capricorn is not obligedto grant an extension of credit to Members.(b) Member Accounts. Members may use their Account to make purchases fromPreferred Suppliers – they do not need to make individual credit or paymentarrangements with each Preferred Supplier. Members also benefit from competitiveprices (although not necessarily the lowest) when placing purchases from PreferredSuppliers on their Account. While Capricorn does not directly negotiate prices withPreferred Suppliers, Preferred Suppliers are incentivised to ensure that MembersCapricorn Investment Statement – 6 December 20126

eceive competitive prices so that Preferred Suppliers maximise sales to Members andalso maintain their status as a Preferred Supplier.(c)(d)Simplified Accounting. Members receive one statement for all their purchases ontheir Account from Preferred Suppliers and from Capricorn during a monthly period.Members may pay the account using a variety of payment options including bycheque, credit card and direct debit.Capricorn Rewards Program. Capricorn operates the Capricorn Rewards Program.Members are awarded 1½ reward points for every NZ$ 1.00 spent through theirAccount on eligible purchases of goods and services from Preferred Suppliers. Forpurchases from a small number of Preferred Suppliers, reward points are awarded at alower rate of 1 reward point for every NZ$ 1.00 spent.Reward points are not awarded for purchases made directly from Capricorn or inrespect of the Capricorn Convention unless the contrary is expressly stated as part ofany promotion.Reward points are redeemed in the same currency in which they were awarded on thatbasis that 100 reward points is generally equivalent to NZ$ 1.00. Options forredemption include the following:(i) vouchers from various retailers (a minimum redemption of reward pointssufficient to obtain NZ$100 of vouchers is required); or(ii) payment in part or full of a Member’s Account.Reward points are awarded, redeemed and otherwise dealt with in accordance withthe Capricorn Rewards Program Terms and Conditions.Redeeming reward points is at the discretion of individual Members.Authorised Purchasers may accrue reward points but they cannot redeem them priorto becoming a Member.(e) Rebates. Capricorn may pay rebates to Members during a year calculated byreference to the business done by the Member though the Member's CapricornAccount.The present rebate policy is to calculate rebates on the volume of purchases placed onthe Member’s Capricorn Account as a proportion of all purchases placed on allMembers’ Capricorn Accounts.For example, if the total trading with Preferred Suppliers by all Members through theirAccounts was NZ$100,000 and a particular Member’s trading with Preferred Suppliersthrough that Member’s Account was NZ$100, then as that Member accounted for 0.1%(1/1000 th ) of the total trading, they would be entitled to 0.1% (1/1000 th ) of any rebatedeclared.Authorised Purchasers that are also either Qualified New Authorised Purchasers arealso eligible to receive any rebates declared subject to the Directors discretion and theoperation of Capricorn’s rebate policy(f) Dividends. Members share in the profits of Capricorn that are distributed asdividends. Capricorn has not adopted a dividend policy, but the directors determine thequantum of dividend from year to year having regard to its financial performance in thecurrent and previous years, retained profits and available cash as permitted by law.Capricorn Investment Statement – 6 December 20127

Any dividend declared for a class of shares is divisible amongst the Members holdingthat class of shares in proportion to the contributed equity in Australian dollar termsrelating to the shares held by them. Special dividends may be declared in the form ofrebates, which are distributed to Members and Qualified New Authorised Purchasersas described above.(g)(h)Capricorn Convention and Events. Capricorn hosts a range of industry events whichMembers and Preferred Suppliers may attend, including the following:(i) Capricorn's Convention. This is usually held approximately once every 18 – 24months in an overseas location; and(ii) Dinner and Displays. These include Preferred Supplier trade shows and areusually held annually in each geographic zone in which Capricorn operates.Publications and Information. Capricorn makes two regular publications available toMembers:(i) Purple Pages. Capricorn’s trade directory of all the Preferred Suppliers in aparticular geographic zones, which is generally provided annually; and(ii) Ignition. Capricorn’s magazine which contains a wide range of information thatmay be of interest or relevance to Members.Capricorn's website, www.capricorn.coop, allows Members to review up to dateinformation, including about their Account, any Preferred Supplier specials and anycontinuous disclosure notices issued by Capricorn (which will be placed on theCorporate Documents section of the website).(i)Capricorn Mutual. Members of Capricorn are eligible to become members ofCapricorn Mutual (Australian Financial Services Licence no. 230038), which offers riskprotection services, an alternative to insurance, for personal and business risks on adiscretionary basis. Products offered by Capricorn Mutual are tailored to suit the needsof Members and include business, home and vehicle protection.Capricorn Mutual is not an insurance company – it is a discretionary mutual fund thatis operated solely for the benefit of its members.On 8 September 2011 Capricorn entered into a Scheme Implementation Agreementwith Capricorn Mutual, under which Capricorn Mutual proposes to implement amembers' scheme of arrangement under the Corporations Act (further described in thesection "What are my risks?" below).As a result of the Scheme Implementation Agreement, Members will, if the SchemeImplementation Agreement is approved, no longer be able to become members ofCapricorn Mutual. However Members will still be able to obtain risk protection servicesfrom Capricorn Mutual.For the latest details on the Scheme Implementation Agreement please refer to thesection below "What are my risks?"(j)Capricorn Insurance Services. Through its wholly owned subsidiary CapricornInsurance Services Pty Ltd, Capricorn assists Members obtain insurance for types ofbusinesses and activities for which Capricorn Mutual does not offer protection.Capricorn Insurance Services Pty Ltd (Representative. No. 417276) is an authorisedrepresentative of Westcourt General Insurance Brokers Pty Ltd (Australian FinancialServices Licence No. 238447) and is authorised to provide financial product adviceand deal in general insurance. Capricorn Insurance Services Pty Ltd currently onlyCapricorn Investment Statement – 6 December 20128

operates in Australia. The possible extension of operations into New Zealand is beingassessed.Taxation and retentions are likely to affect your returns. Dividends and rebates paid byCapricorn may be subject to both Australian and New Zealand taxes. Capricorn may notdistribute all of its profits to Members. Some profits may be retained by Capricorn. This willbe determined by the directors as described above.Dividends and rebates (if declared by the directors) have historically been determinedannually in or around August each year and paid in or around November.The person legally liable to pay the entitlements payable in respect of the Shares isCapricorn, with the exception of those entitlements discussed under the heading “CapricornMutual” above which are provided by Capricorn Mutual.WHAT ARE MY RISKS?Investors should be aware that there are a number of risks, both specific to Capricorn and itsbusinesses, as well as to an investment in shares generally, which either individually or incombination may materially and adversely affect the future profitability, financial position,financial performance, cash flows, growth prospects of Capricorn, the value of the Sharesand the outcome of any investment in Capricorn.There can be no guarantee that any forward looking statements will be realised.Before deciding whether to invest, you should read the disclosure documents in entirety and,in particular, consider whether Capricorn's Shares are suitable securities for you to acquire,having regard to your own investment objectives, personal and financial circumstances andthe risk factors that could affect the financial performance of Capricorn.This section describes a number of these risks associated with an investment in the Sharesof Capricorn. This list of risks is not exhaustive. Some of the risks may be mitigated by theuse of safeguards and appropriate systems and actions put in place by Capricorn.These risks may result in either or both of:(a) Members receiving less than the amount paid for their Shares below (for example,where Capricorn exercises the power of compulsory sale of the Member’s Shares);and(b) Members not receiving the returns described in the "What returns will I get?" section(for example, dividends and rebates not being paid).Members are not liable to pay any more money in respect of their Shares other than theprice per Share referred to under the heading “How Much Do I Pay?” above, including in theevent of the insolvency of Capricorn.It is reasonably foreseeable that Members will receive less than the amount paid for theirShares where Capricorn exercises the power of compulsory sale of the Members' Shares.Further, the proceeds of the sale (less any expenses incurred in connection with thecompulsory sale) will be set-off against any amount owed by the Members to Capricorn withthe remaining proceeds being paid to the Members. A compulsory sale may arise where:(a) The Members by Special Resolution resolve that the Member has failed to dischargetheir obligations to Capricorn, or has engaged in conduct detrimental to Capricorn; or(b) The Member is an “Inactive Member” as defined in Capricorn’s Constitution (that is,the Member has not used their Account to make a purchase in three consecutivemonths).Capricorn Investment Statement – 6 December 20129

Neither Capricorn nor its officers, employees, agents and advisers guarantee that anyparticular performance of the Shares, including those offered under this InvestmentStatement, or any other specific objective will be achieved.Risks specific to the SharesThere are specific risks associated with the rights attached to the Shares. The key ones are:(a)Amendment of Authorised Purchaser Agreement Terms and Conditions and theOngoing Provision of Credit. The terms and conditions on which credit and theAccount are provided to Members allow Capricorn to alter or withdraw any creditfacility provided to a Member without notice. Capricorn may also make other non-creditrelated changes to the Account on no less than 30 days’ written notice to a Member.If Capricorn exercises such rights there is a risk that the credit provided by Capricornor the Account in general would no longer meet the needs of a Member.Further, as ongoing compliance with the terms and conditions of the Account is part ofthe membership criteria for Capricorn, there is a risk that any such changes to theAccount may affect the ability of a Member to comply with the membership criteria onan ongoing basis.(b)Ongoing Satisfaction of the Membership Criteria and Compulsory Sale ofShares. Capricorn's Constitution requires that Members of Capricorn must meet themembership criteria on an on-going basis.There is a risk that Members may at some point in the future no longer meet themembership criteria and therefore are ineligible to remain a Member. This may be dueto a change in the Member’s circumstances or due to a change made by Capricornwhich affects the Member’s ability to meet the membership criteria (which may occur inthe circumstances referred to in the preceding risk).In such circumstances Capricorn may take steps that result in the removal of a personas a Member of Capricorn including through the compulsory sale of the Member’sShares.If a Member's Shares are compulsorily sold, the Member may not receive the fullamount of the issue price of the Shares.Further, the Member would no longer be entitled to the rights and privileges attachedto being a Member of Capricorn (information about which is set out in the “Whatreturns will I get?” section above), which may have additional adverse financialconsequences for the Member.(c)Dividends. There is no guarantee that dividends will be paid on Shares in the futureas this is a matter that depends on the financial performance of Capricorn and thediscretion of the directors. The ability of Capricorn to pay dividends in the future isdependent upon many factors, including:(i) the ability of Capricorn to generate profits;(ii) the overall financial health of Capricorn; and(iii) the prevailing cash requirements of Capricorn at the relevant time.Generally, there will be factors that affect the ability of Capricorn to pay dividends, andthe timing of paying any dividends, that will be outside the control of Capricorn and itsdirectors.Capricorn Investment Statement – 6 December 201210

In addition, even if Capricorn is in a financial position to pay a dividend the directorsmay not declare any dividend. Instead they may decide that Capricorn is to retainfunds, for example for ongoing operational or development purposes.(d)No Liquid Market for Shares and no Prospect of Capital Appreciation The Sharesshould not be considered liquid because:(i) there is currently no active secondary market for the Shares; and(ii) Capricorn's Constitution currently prohibits Shares being quoted on anysecurities exchange (such as the ASX or NZX).Risks Specific to the Operations of CapricornThere are specific risks associated with the operations of Capricorn which could have amaterial adverse effect on Capricorn’s financial position, financial performance, cash flows orability to pay dividends. The key risks are:(a)Lack of Diversified Income. Capricorn derives its material trading income from aservice fee it receives on payments made to Preferred Suppliers in respect of thepurchases from Preferred Suppliers placed by Members and Authorised Purchaserson their Accounts. In comparison, Members and Authorised Purchasers make fullpayment to Capricorn (assuming no default, which Capricorn bears the risk of) withoutany service fee in respect of the same purchases made by the Members andAuthorised Purchasers on their Account from the Preferred Suppliers. Capricorn’smaterial trading income is not from a diversified range of activities meaning anymaterial adverse impact on the trading income from this source, including by way ofbad debts as discussed in the subsequent risk factor, will negatively affect Capricorn’sperformance in a material way.The membership of Capricorn is comprised of persons all from automotive and alliedindustries who are typically independent general repairers, specialist technicians andmechanics. Any material impact on this industry segment in terms of overall financialperformance, demand factors, consolidation and downsizing may negatively affectCapricorn’s performance in addition to other broader industry risks described below.Capricorn has and will continue to identify and assess potential diversificationopportunities that may allow it to leverage its current resources and capabilities to bothreduce overall risk through diversification and improve returns to Members. There ishowever, no certainty that it will be successful in doing this or that the benefits of doingso will exceed any costs.(b)Bad Debts. Capricorn provides credit to its Members and Authorised Purchasers tomake purchases from Preferred Suppliers through the Accounts and theCAPezifinance direct-lending products. Capricorn takes the credit risk for purchasesmade using such credit. That is, Capricorn is generally obliged to pay the PreferredSupplier for goods supplied to Members and Authorised Purchasers regardless ofwhether or not the Members and Authorised Purchasers pay Capricorn.Accordingly, there is a risk that the losses suffered by reason of Members andAuthorised Purchasers failing to meet their contractual obligations to pay theirAccounts or Members failing to make payments under their CAPezifinance directlendingproducts could materially adversely affect Capricorn’s financial position if thesefailures were widespread and substantial.(c)The value of Capricorn’s investment portfolio may fluctuate. Capricorn’s assetsinclude an investment portfolio which included as at 30 June 2012 (as per the AnnualCapricorn Investment Statement – 6 December 201211

Report) investments in unit trusts and unlisted shares of A$9,205,285 (A$9,985,728 asat 31 October 2012 based on unaudited management accounts) and investmentproperties of A$3,700,000 (A$3,700,000 as at 31 October 2012 based on unauditedmanagement accounts).Fluctuations in the value of the investment portfolio held by Capricorn due to prevailingmarket conditions can materially affect the financial performance of Capricorn.(d)Financial Support of Capricorn Mutual. Capricorn has in the past and may in thefuture provide financial support to Capricorn Mutual.Capricorn Loans to Capricorn MutualCapricorn has lent a total of A$4,903,401 to Capricorn Mutual (interest is charged onthis amount). The repayment of the collective loans of A$4,903,401 is fullysubordinated at all times to all claims, demands, rights and causes of action of allCapricorn Mutual’s creditors, unless and until ASIC gives a written consent otherwise.Capricorn has agreed with ASIC and Capricorn Mutual not to claim, in the event ofCapricorn Mutual’s insolvency, for the repayment of the subordinated sum ofA$4,903,401 in competition with any unsubordinated creditor or take any action whichwould in any way diminish any distribution, dividend or payment which, but for suchclaim or action, an unsubordinated creditor would be entitled to receive. Capricorn hasagreed with ASIC to not, at any time, demand or commence proceedings forrepayment or recovery of the whole or any part of the subordinated sum ofA$4,903,401 without the prior consent in writing of ASIC including where CapricornMutual is in breach of the terms of the loans.The loans totalling A$4,903,401 are fully impaired by Capricorn.Capricorn guarantee in favour of Capricorn MutualTo assist Capricorn Mutual to comply with its Australian Financial Services Licensingrequirements, Capricorn has provided a bank guarantee for the benefit of CapricornMutual in the amount of A$4,300,000. The bank guarantee is an enforceable andunqualified obligation to pay the amount of the bank guarantee on written demand byCapricorn Mutual and remains in force until the first to occur of:(i)(ii)(iii)Capricorn Mutual notifying that the bank guarantee is no longer required; orthe return of the original bank guarantee by Capricorn Mutual,provided in each case that ASIC has first consented in writing to the cancellationof the bank guarantee; orCapricorn Mutual is paid the bank guarantee amount or the balance outstandingof the bank guarantee amount.Capricorn Mutual may call upon some or all of the A$4,300,000 bank guaranteeestablished by Capricorn in connection with Capricorn Mutual being able to meet itsobligations under its Australian financial services licence no. 230038. If CapricornMutual did call upon the bank guarantee then Capricorn would recognise a loan ofequal amount payable by Capricorn Mutual to Capricorn. If the bank guarantee wascalled, then the resulting loan would be on similar terms to the current collective loanof A$4,903,401 made by Capricorn to Capricorn Mutual and likely to be subordinatedon the same terms and conditions as such collective loan, as discussed under theheading “Capricorn Loans to Capricorn Mutual” above. Capricorn would be obliged toreview the carrying value of any loan resulting from a call of the bank guarantee toassess whether or not there was any impairment.Capricorn Investment Statement – 6 December 201212

Capricorn has also agreed that if Capricorn Mutual calls on the bank guarantee ofA$4,300,000, that Capricorn will not make any request for repayment until 30 June2025, at the earliest.Such a loan would be in addition to Capricorn’s current loan of A$4,903,401 which isfully impaired.(e)IT Risks. Capricorn relies on various information systems, technology and softwareproducts to efficiently carry out its business. While Capricorn has put in placeprocedures and plans to ensure that data is retained and that their systems aremaintained to meet the demands of such business or venture, widespread systemfailures may negatively impact on Capricorn’s performance.In particular, Capricorn relies on the CAPlink system to obtain information from mostPreferred Suppliers about what purchases Members have made from PreferredSuppliers using their Account.Capricorn has licenced the CAPlink system from Anthem Software Pty Ltd, whodeveloped the CAPlink system specifically for Capricorn. Anthem Software Pty Ltdprovides ongoing maintenance and development services in respect of the CAPlinksystem.Capricorn relies on information from the CAPlink system to: (i) issue statements andmake payment to Preferred Suppliers; (ii) issue statements to and seek payments fromMembers; and (iii) ensure that Members remain within any credit limits.A failure of the CAPlink system could materially adversely affect Capricorn’s businessas it would have to rely on manual and other systems to identify purchases made byMembers from Preferred Suppliers using their Capricorn Account.Capricorn is in the process of updating its core information systems and it will incursignificant, but as of yet unquantified, expenses in doing so. Any delays inimplementing these updates or a failure of those updates to meet the business needsof Capricorn may adversely affect Capricorn’s performance.(f)Capricorn Preferred Supplier Risks. To receive the trading entitlements described inthe section “What returns will I get?” above in respect of any goods or servicespurchased, Members must source such goods or services (including but not limited toautomotive parts) from Preferred Suppliers on their Account.For Capricorn to receive the service fee earned on payments made to PreferredSuppliers for Capricorn’s trading income, Capricorn must have contractualarrangements in place with the Preferred Suppliers. Although Capricorn hascontractual arrangements with each of the Preferred Suppliers, there is a risk that thecontractual arrangements may be terminated early or upon expiry will not be extendedor, if extended, not be extended on as favourable terms.While Capricorn considers that it has sufficient resources and expertise to identify analternative Preferred Supplier in the event that a Preferred Supplier ceases to have acontractual arrangement with Capricorn, there is a risk that the alternative PreferredSupplier may not offer the same trading terms or range of goods and services, whichmay have an impact on both the financial position of Capricorn and the pricingavailable to Members and Authorised Purchasers.Capricorn Investment Statement – 6 December 201213

(g) Capricorn Mutual Scheme Implementation Agreement. On 8 September 2011Capricorn entered into a Scheme Implementation Agreement with Capricorn Mutual.Under the Scheme Implementation Agreement, Capricorn Mutual proposes toimplement a members' scheme of arrangement under the Corporations Act, underwhich, subject to Court approval (for Capricorn Mutual only) and the approval of bothCapricorn Members and Capricorn Mutual members:(i) Capricorn Mutual will be converted from a company limited by guarantee to aproprietary company limited by shares;(ii) the current liability of each member of Capricorn Mutual (as a company limitedby guarantee) is extinguished;(iii) the members of Capricorn Mutual will cease to be members of Capricorn Mutualother than Capricorn. No member will receive any payment or otherconsideration for giving up membership;(iv) shares will be issued in Capricorn Mutual to Capricorn and Capricorn Mutual willbecome a wholly owned subsidiary of Capricorn; and(v) Capricorn Mutual’s debts to Capricorn of approximately A$4,900,000 will beforgiven as consideration for the issue of the shares.There is likely to be material cost to Capricorn in attempting to implement the SchemeImplementation Agreement and providing ongoing financial support on a non-recoursebasis to Capricorn Mutual until 30 June 2013 (Capricorn’s contractual liability beingcapped at A$ 1,000,000 for any funding request from 27 October 2011 onwards). Suchcosts could materially affect the financial performance of Capricorn.There is a risk that the Scheme Implementation Agreement will not be fullyimplemented due to a number of reasons including failure to satisfy conditions of theScheme Implementation Agreement, material disagreement between Capricorn andCapricorn Mutual, adverse reports from independent experts of either Capricorn orCapricorn Mutual or a failure to obtain necessary approvals from the Court, membersof either Capricorn or Capricorn Mutual, ASIC (including from a licensing perspective)and other regulatory or government bodies or relevant third parties.Capricorn and Capricorn Mutual are currently however, considering alternatives to theScheme Implementation Agreement. As part of the examination and investigationprocess Capricorn may explore alternatives without committing itself to any alternative.At this stage, the Scheme Implementation Agreement remains on foot as do theparties’ obligations under it but whether the Scheme Implementation Agreement will befully implemented or terminated or modified by the parties will depend on the outcomeof current investigations and discussions.The Scheme Implementation Agreement, and any alternatives, are highly material toCapricorn’s financial position as Capricorn has already provided substantial loans toCapricorn Mutual which are fully impaired. Capricorn may be required to provideadditional financial support to Capricorn Mutual if the Scheme ImplementationAgreement is not implemented. Any decision to implement the SchemeImplementation Agreement remains, as of the date of this Investment Statement,dependent on the outcome of current investigations and discussions on alternatives tothe Scheme Implementation Agreement.Even if the Scheme Implementation Agreement is implemented, Capricorn may not beable to improve the performance of Capricorn Mutual so that it delivers an appropriatefinancial return to Capricorn.Other RisksCapricorn Investment Statement – 6 December 201214

There are other risks associated with the operations of Capricorn, and more general risksassociated with any shareholding in any company, which could have a material adverseeffect on the financial position, financial performance, cash flows or ability to pay dividendsof Capricorn.These risks include changes in economic conditions, force majeure events such as naturaldisasters, and regulatory risks.These risks are set out in the Australian Prospectus and documents referred to in theAustralia Prospectus.Consequences of InsolvencyMembers are not liable to pay any more money in respect of their Shares other than theprice per Share referred to under the heading “How Much Do I Pay?” above, including in theevent of the insolvency of Capricorn.Any distributions on Shares in the event of the winding-up of Capricorn, including in theevent of insolvency, must take place in accordance with any terms and conditions on whichthe Shares were issued or deemed to be issued.If Capricorn is wound up a liquidator may, with Special Resolution approval of Members andafter payment of Capricorn's liabilities, do any or all of the following:(a) divide amongst the Members in kind, the whole or any of the property of Capricorn. Forthis purpose, the liquidator may:(i) set a value which he or she considered fair on any property to be so divided; and(ii) may determine how the division is to be carried out as between the Members ordifferent class of Members (i.e. the three Geographic Regions classes and AllRegions Class of Shares); and/or(b) vest the whole or any part of that property in trustees of those trusts for the benefit ofthe contributories as the liquidator thinks fit, but so that no Member may be compelledto accept any shares or other securities in respect of which there is any liability.CAN THE INVESTMENT BE ALTERED?The terms of the investment, including the price to be paid for Shares and the minimum andmaximum holdings of Shares by Members, can be altered by amending Capricorn’sConstitution, which requires approval by a Special Resolution at a general meeting. A sevenMember quorum is required to transact business at general meetings.HOW DO I CASH IN MY INVESTMENT?Share Buy-Back AgreementsThe directors are of the view that it is important that “inactive Members” (that is Memberswho have not used their Account to make a purchase in three consecutive months),Members wishing to leave Capricorn or have some of their Shares in Capricorn bought back,Members who no longer meet the on-going membership criteria or credit requirements, andMembers who fail to discharge their obligations to Capricorn howsoever arising, are able tohave their Shares bought back in a manner consistent with applicable law. Accordingly,although not legally required to do so, Capricorn intends to enter into Share buy-backagreements with such Members at its discretion and as described below.At the Annual General Meeting of the Members on 27 October 2012, the Members passed aSpecial Resolution that authorised Capricorn for the next 12 months to enter into Share buybackagreements with Members on the following terms:Capricorn Investment Statement – 6 December 201215

(a) Capricorn may enter into buy-back agreements with eligible Members during the 12months following the Annual General Meeting, ending on 26 October 2013;(b)(c)(d)(e)(f)(g)Buy-back agreements may only be entered into by Capricorn with a Member who:(i) does not meet the membership criteria; or(ii) does not comply with the terms of the Authorised Purchaser Agreement; or(iii) requests in writing to leave Capricorn; or(iv) has received a request in writing by Capricorn to leave Capricorn because theyhave failed to discharge their obligations to Capricorn, whether arising out of theConstitution or out of any contract, or because the Member has engaged inconduct considered by the directors to be detrimental to Capricorn; or(v) requests a partial buy-back of their shareholding, providing that:A. the Members would still hold the minimum amount of 200 Shares; andB. the partial buy-back is approved by the directors in their absolute andunfettered discretion.The directors will not authorise the partial buy-back of Shares purchased by anyperson in Capricorn less than 12 months before the partial buy-back request is madeunless the directors consider it is in the best interests of Capricorn to do so.The purchase price payable by Capricorn per Share under a buy-back agreement willnot exceed the issue price per Share;Capricorn will not purchase Shares under a buy-back agreement if doing so wouldmaterially prejudice Capricorn’s ability to pay creditors;the total number of Shares bought back by Capricorn under buy-back agreements overthe next 12 months cannot exceed 12,934,128 Shares (being 20 per cent of thesmallest number of the Shares on issue of Capricorn during the 12 months prior to theAnnual General Meeting at which the entry into buy-back agreements was approved);in accordance with the Corporations Act, only those Members who did not vote infavour of the Special Resolution authorising Capricorn to enter into buy-backagreements can enter into the buy-back agreements.While it is the current intention of the directors to seek annually Members' approval to asimilar Special Resolution authorising Capricorn to buy back Members’ shares, there can beno guarantee that such future resolution will be passed. If it is not passed Capricorn wouldnot be able to buy back Shares from Members at their request, unless another meeting wasconvened and a Special Resolution passed in accordance with the Corporations Actapproving the terms of a further share buy-back agreement.If a Member’s Shares were bought back the Member would no longer be entitled to the rightsand privileges attached to being a Member (as described in the section "What returns will Iget?" above), which may have additional adverse financial consequences for the Member.Transfer of SharesMembers who wish to withdraw from Capricorn may also sell their Shares to a person whois, or who is entitled to become, a Member.The directors may decline to register a transfer of Shares:(a) to a person who is not, or who is not entitled to become, a Member; or(b) to a person of whom it does not approve, or(c) on which Capricorn has a lien.Capricorn Investment Statement – 6 December 201216

In the opinion of Capricorn, there is no established market for the transfer of Shares. A fee ofA$ 1.00 applies for a transfer of Shares.Capricorn may exercise its power of compulsory sale of Shares in the circumstancesdescribed in the section “What are my risks?”.Membership in Capricorn will also cease on bankruptcy or death.WHO DO I CONTACT WITH INQUIRIES ABOUT MY INVESTMENT?If you have any inquiries about the Shares, contact:Team Leader – Shares & Loyalty RewardsCapricorn Society LimitedPO Box 91567Auckland Mail Service Centre, 1142orTeam Leader – Shares & Loyalty RewardsLocked Bag 436Victoria Park, WA 6979AUSTRALIAFreecall: 0800 401 444Freefax: 0800 401 555IS THERE ANYONE TO WHOM I CAN COMPLAIN IF I HAVE PROBLEMS WITH THEINVESTMENT?If you have any complaints about the Shares, in the first instance contact:The Company SecretaryCapricorn Society LimitedPO Box 91567Auckland Mail Service Centre, 1142Freecall: 0800 401 444Freefax: 0800 401 555orThe Company SecretaryCapricorn Society LimitedLocked Bag 436Victoria Park, WA 6979AUSTRALIAIf you are a retail client (as defined in the Financial Service Providers (Registration andDispute Resolution) Act 2008) and you are not satisfied with Capricorn's response to yourcomplaint about the Shares, you may be able to refer your complaint to the Financial DisputeResolution scheme, an approved dispute resolution scheme under the Financial ServiceProviders (Registration and Dispute Resolution) Act 2008. You can contact Financial DisputeResolution at:Financial Dispute ResolutionFreepost 231075Capricorn Investment Statement – 6 December 201217

P.O. Box 5730Wellington 6145Phone: 0508 337 337Fax: 04 918 4901Web: www.fdr.org.nzEmail: contact@frd.org.nzWHAT OTHER INFORMATION CAN I OBTAIN ABOUT THIS INVESTMENT?There is an Australian Prospectus containing an offer of the securities to which thisInvestment Statement relates. Other information about Capricorn is contained or referred toin that Australian Prospectus and in the financial statements and annual report of Capricorn.A copy of the Australian Prospectus and the latest financial statements and other documentsof, or relating to, Capricorn (including its Constitution) can be obtained free of charge uponrequest to:Team Leader – Shares & Loyalty RewardsCapricorn Society LimitedPO Box 91567Auckland Mail Service Centre, 1142Freecall: 0800 401 444Freefax: 0800 401 555Copies of the following documents have also been filed on a public register at theCompanies Office of the Ministry of Economic Development and are available for publicinspection (including at www.business.govt.nz/companies):(a)(b)(c)(d)(e)The Australian Prospectus;Any documents that, under the laws of Australia, must accompany any copy of theAustralian Prospectus sent to any person to whom an offer of the Shares are made inAustralia;Any document, or part of a document, lodged with ASIC that is referred to in theAustralian Prospectus and any of the documents set out the “Important Information”Section at the front of the Australian Prospectus;Capricorn’s certificate of incorporation; andCapricorn’s Constitution.ANNUAL INFORMATIONA copy of the annual report of Capricorn is available on request from Capricorn or may beviewed in the Corporate Document section of Capricorn’s website at www.capricorn.coop.ON REQUEST INFORMATIONThe following documents can be obtained at any time free of charge upon request:(a) A copy of the Australian Prospectus;(b) Copies of any documents that, under the laws of Australia, must accompany any copyof the Australian Prospectus sent to any person to whom an offer of the Shares aremade in Australia;(c) A copy of any document, or part of a document, lodged with ASIC that is referred to inthe Australian Prospectus and any of the documents set out in set out the “ImportantInformation” Section at the front of the Australian Prospectus;(d) A copy of the Application to Trade as an Authorised Purchaser and to PurchaseShares in Capricorn Society Ltd – New Zealand; and(e) A copy of Capricorn’s annual report.Requests must be made in writing to the following address:Capricorn Investment Statement – 6 December 201218

Team Leader – Shares & Loyalty RewardsCapricorn Society LimitedPO Box 91567Auckland Mail Service Centre, 1142These documents may also be viewed online as part of the Corporate Documents section ofthe Capricorn website at www.capricorn.coop.Capricorn Investment Statement – 6 December 201219

GLOSSARYUnless the context requires otherwise, the following definitions apply throughout thisProspectus:Account means the account provided by Capricorn to Members and Authorised Purchasersto facilitate the purchases of goods and services from Preferred Suppliers and Capricorn.All Regions Class Shares means the class of ordinary Shares that may be issued toeligible automotive suppliers.Application Form means the Application Form attached to or accompanying thisInvestment Statement.Authorised Purchaser means a person who is not a Member but who operates an Account(including, for example, a Qualified New Authorised Purchaser as described in the section“How Much Do I Pay?” above).ASIC means the Australian Securities and Investments Commission.Australian Prospectus means the short form prospectus prepared in accordance withsection 712 of the Corporations Act and dated and lodged with ASIC on 6 December 2012.Capricorn means Capricorn Society Limited, registered under the Corporations Act (A.C.N.008 347 313) and registered in New Zealand as an Overseas ASIC Company (CompanyNumber: 651162).Capricorn Mutual means Capricorn Mutual Limited (ACN 104 601 194), registered underthe Corporations Act.Corporations Act means the Australian Corporations Act 2001 (Cth).Investment Statement means this investment statement dated 6 December 2012.Member means a shareholder in Capricorn.New Zealand Geographic Region Class means the class of Shares that may be issued toMembers, Qualified New Authorised Purchasers or eligible automotive businesses carryingon business in New Zealand and who otherwise meet the membership criteria for that classof Share.Preferred Supplier means a supplier of goods and services in connection with theautomotive trade with which Capricorn has entered into an agreement for the supply ofgoods and services to Members and Authorised Purchasers.Qualified New Authorised Purchaser means an Authorised Purchaser that is not aPreferred Supplier that has satisfied Capricorn’s membership criteria but to whom Capricornhas not yet issued Shares.Shares means the fully paid ordinary shares of Capricorn in the New Zealand GeographicClass.Special Resolution means a resolution:(a) of which notice as set out in section 249L(c) of the Corporations Act has been given;and(b) that has been passed by at least 75% of the votes cast by Members entitled to vote onthe resolution.Capricorn Investment Statement – 6 December 201220

IMPORTANT INFORMATION ABOUT COMPLETING THE APPLICATION FORMYou Must Read the Investment StatementThe securities to which the Application Form relates are fully paid ordinary shares in the NewZealand Geographic Region Class of Capricorn Society Limited.Before completing the Application Form, you should carefully read the whole of theInvestment Statement provided by Capricorn for the purposes of the Securities Act 1978.You must not complete an Application Form unless it was attached to or accompanying acomplete paper or electronic version of the Investment Statement.The Application Form is an Irrevocable Offer by you to Purchase SharesBy submitting an Application Form you are making an offer to Capricorn to purchase Sharesfor the price and on the terms and conditions set out in the Investment Statement. To theextent permitted by law, the offer is irrevocable. You are also declaring that all details andstatement made in the Application Form are true and correct.Capricorn may accept any offer to purchase Shares in part or in full, or not accept it at allwithout further notice to you. Acceptance in part or in full will give rise to a binding contractbetween you and Capricorn.What Forms do I Need to Complete?Existing Members and Qualified New Authorised PurchasersIf you are an existing Member of Capricorn or a Qualified New Authorised Purchaser, toapply for Shares you must complete the Application Form.Prospective MembersIf you are not currently a Member of Capricorn or a Qualified New Authorised Purchaser, butare interested in becoming one, you will need to complete an Application to Trade as anAuthorised Purchaser and to Purchase Shares in Capricorn Society Ltd - New Zealand thatis appropriate for your trading entity.You can obtain the appropriate Application to Trade as an Authorised Purchaser and toPurchase Shares in Capricorn Society Ltd - New Zealand by contacting your Capricornrepresentative or by calling 0800 401 444.WHERE DO I SEND THE COMPLETED FORMS?The completed Application Form (or Application to Trade as an Authorised Purchaser and toPurchase Shares in Capricorn Society Ltd - New Zealand) can be sent to Capricorn:By PostBy HandOnlineCapricorn Society LimitedPO Box 91567Auckland Mail Service Centre, 1142Your Capricorn RepresentativeMembers who are registered as users ofthe Capricorn Online Shareholder Centremay submit their Application Formelectronically through the CapricornOnline Shareholder Centre.An Application Forms will not be processed until payment for the Shares in cleared fundshas been received by Capricorn.Capricorn Investment Statement – 6 December 201221

Privacy Act 1993 Collection StatementBy filling out an Application Form, you are providing personal information to Capricorn andconsenting to Capricorn using it as set out below.The Privacy Act governs the collection, holding, use, correction, disclosure or transfer of aperson’s personal information.The personal information collected by Capricorn from your Application Form will be used toprocess your application. In the event that your application is successful, your personalinformation may be given to Capricorn's agents, service providers, delegates or third partiesor otherwise used by Capricorn in order to allot Shares, comply with Capricorn’s legal andregulatory requirements and provide services and perform administrative activities in relationto your shareholding (including the facilitation of dividend payments, communication offinancial results and provision of corporate communications that Capricorn is required orwishes to provide to you as a Member).Capricorn must not:(a) use your personal information for any purpose other than processing yourApplication Form or issuing of Shares, unless the other purpose is provided forunder the Privacy Act, your Authorised Purchaser Agreement or otherwise lawfullyauthorised including as a part of Capricorn’s Privacy Policy; or(b) disclose your personal information to a person, body or agency, unless thedisclosure is provided for under the Privacy Act, your Authorised PurchaserAgreement or otherwise lawfully authorised including as a part of Capricorn’sPrivacy Policy.Once personal information is no longer needed by Capricorn, it will either be destroyed orde-identified.If your application is successful and you are issued Shares, Capricorn is required to includeinformation about you on its public register (including your name, address and details ofShares held) which may be accessed by other Members or, for a fee, members of the public.By submitting an Application Form, you agree that Capricorn may use the informationprovided for the purposes set out in this Collection Statement and may disclose it for thosepurposes to any of Capricorn’s agents, services providers, delegates or third parties,including mailing houses and professional advisers.If you do not provide the information required on the Application Form, Capricorn may not beable to accept or process your application.You have the right to access your personal information held by Capricorn subject to certainexceptions under law. A fee may be charged for access. Requests for access to personalinformation should be directed to:The Privacy OfficerCapricorn Society LimitedPO Box 91567Auckland Mail Service Centre, 1142Phone: 0800 401 444Fax: 0800 401 555Capricorn Investment Statement – 6 December 201222

PO Box 91567Auckland Mail Service CentreAuckland 1142FreeCall: 0800 401 444FreeFax: 0800 401 555Capricorn Society LimitedRegistered under the Australian Corporations Act 2001 (Cth) (A.C.N.: 008 347 313)Registered in NZ as an Overseas ASIC Company (Company Number: 651162)APPLICATION FORM TO PURCHASE SHARES –EXISTING MEMBERTHIS APPLICATION FORM IS AN IMPORTANT LEGAL DOCUMENTBefore making any decision to apply to purchase shares in Capricorn Society Ltd (“Capricorn”) youshould carefully read the whole of the Investment Statement provided by Capricorn for the purposesof the Securities Act 1978.If your Application Form is accepted by Capricorn, it will create a binding legal agreement betweenyou and Capricorn. If you are unsure about any part of this Application Form, or the agreement it mayresult in, you should seek independent professional advice before signing.Please return the completed Application Form to your Capricorn Representative or to the addressabove.23

1. MEMBERS FULL LEGAL NAME Please use your full legal name as it appears on your most recent Capricorn Share Statement. Please also provide both your Capricorn Trading Account Number and Shareholder Number.Member’s FullLegal Name:Capricorn TradingAccount Number:ShareholderNumber:2. APPLICATION FOR SHARESNumber of Shares The minimum amount of Shares that may be applied for is 1. The maximum is 200,000 less the currentnumber of Shares you hold.Number of SharesApplied for:Class of Sharesapplied for:Shares in the New Zealand Geographic Region Class at an issue price of NZ$1.00 perSharePayment Amountand Method: NZ$ ____________ Direct Credit Cheque Capricorn AccountThe Application Form will not be processed until the issue price for the Shares applied for has been received byCapricorn in full and in cleared funds.Cheques must be made out to “Capricorn Share Rect.” and crossed “Not Negotiable” and be drawn in the samecurrency as the issue price payable for the Shares unless Capricorn agrees otherwise.If payment is by direct credit please credit funds to:Account Name: Capricorn Share Rect.Account Number: 02-0500-0673113-01Payment Reference: Use your Capricorn Trading Account Number followed by the word “shares” oralternatively use your Legal Name as it appears in section 1.3. SHAREHOLDER INFORMATION AND THE CAPRICORN SHAREHOLDER CENTRE Only complete this section if you are not currently a user of Capricorn’s Online Shareholder Centre. If youare a user of Capricorn’s Online Shareholder Centre please go to section 4.The Online Capricorn Shareholder CentreCapricorn operates an online share management system called the Capricorn Shareholder Centre. This allowsshareholders to securely manage their shares and monitor and update their details online. Use of the CapricornShareholder Centre is subject to terms contained in the Capricorn Membership and Member Agreement, whichare available on request or may viewed on the Terms and Conditions section of Capricorn’s website atwww.capricorn.coop.If you want to join the Capricorn Shareholder Centre, please take care in providing the email address below, asCapricorn will email a temporary password to this address. When you first log on to the Capricorn ShareholderCentre you will be required to select a new password.Do you wish to join the CapricornShareholder Centre?Email:YesNo

4. CAPRICORN’S MOST RECENT ANNUAL REPORTCapricorn is required to make available to you its more recent Annual Report. Capricorn’s Annual Report maybe viewed on the Corporate Documents section of Capricorn’s website at www.capricorn.coop. Please indicatebelow if you are not comfortable accessing the Annual Report online and want a printed copy sent to you.Receipt of Capricorn’s Annual ReportI/we will access theAnnual Report onlinePlease send a printedcopy of the Annual Report5. DIVIDENDS AND REBATES Capricorn operates a Dividend Reinvestment Plan. Members who participate will receive any dividend orrebate by way of further Shares issued under the Dividend Reinvestment Plan. Please indicate whether you wish to participate in the Dividend Reinvestment Plan or, instead, have anydividend or rebate credited to your nominated bank account. Members may elect to join or leave the Dividend Reinvestment Plan at any time by notifying Capricorn inthe prescribed form. You do not need to complete this section if you have previously notified Capricorn as to how you wish toreceive any dividend or rebate.Dividends andRebates:AccountName:AccountNumber:I wish to participate in the Dividend Reinvestment Plan and want to receive anydividend or rebate by way of further Shares.I do not wish to participate in the Dividend Reinvestment Plan. Please credit anydividend or rebate to the following bank account:Bank and Branch Number Account Number Suffix6. MEMBER’S DECLARATION Please read each of the declarations below carefully and sign where indicated. Signatory(s) must be authorised signatory(s) for the Member as per Capricorn’s records.I/we, the undersigned, for and on behalf of the Member:1. apply for Shares in Capricorn;2. have read the Investment Statement provided for the purposes of the Securities Act 1978 andagree to be bound by the Constitution of Capricorn (as amended or supplemented from time totime);3. declare that all information provided in this Application Form is true and correct;4. if I/we have applied to use the Capricorn Shareholder Centre, agree that use of the CapricornShareholder Centre is subject to terms contained in the Capricorn Membership and MemberAgreement;5. agree that Capricorn may without further inquiry act on the instruction of the authorisedrepresentative as a duly authorised instruction for and on behalf of the Member;6. agree that personal information collected by Capricorn may be used in accordance with theattached Collection Statement contained in the Investment Statement and Capricorn’s privacypolicy; and7. confirm that I/we are duly authorised by the Member to sign this Application for and on its behalf.Signature:(for and on behalfof the Member)Print Name:Signature:(for and on behalfof the Member):Print Name:Date:Date: