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Acquisition of Skybridge and Placement 5 November 2026
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2 Important information Important notice and disclaimer The following notice and disclaimer applies to this investor presentation (Presentation or document) and you should read it carefully before reading or making any other use of this Presentation or any information contained in this Presentation. By accepting this Presentation you represent and warrant that you are entitled to receive the Presentation in accordance with the restrictions below, and agree to be bound by the limitations contained within it. This Presentation has been prepared and is issued by Count Limited ACN 126 990 832 (Count Group or the Company) in relation to a fully underwritten institutional placement (Offer or the Placement) of new fully paid ordinary shares in Count (New Shares) to institutional and sophisticated investors within the Company’s existing placement capacity under ASX Listing Rule 7.1 to raise approximately $25.0 million. The Placement will be made without disclosure in reliance on section 708A of the Corporations Act as modified by ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73. Summary information This Presentation contains summary information about the Company and its activities current as at 5 November 2026. The information in this Presentation is of a general nature and does not purport to be complete nor does it contain all information which a prospective investor may require in evaluating a possible investment in the Company or that would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act. The historical information in this Presentation is, or is based on, information that has been released to the ASX. This Presentation should be read in conjunction with the Company’s other periodic and continuous disclosure announcements lodged with the ASX, which are available at www.asx.com.au. Any market and industry data that may be used in connection with this Presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. None of the Company, its representatives or advisers have independently verified market or industry data provided by third parties or industry or general publications. Statements made in this Presentation are made only as at the date of this Presentation. The information in this Presentation remains subject to change without notice. The Company reserves the right to withdraw the Offer or vary the timetable for the Offer without notice. Not an offer This Presentation is not an offer or invitation to acquire New Shares or any other financial products and is not a prospectus, product disclosure statement or other offering document under Australian law (and will not be lodged with ASIC) or any other law. This Presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. This Presentation is not and should not be considered an offer or an invitation to acquire the New Shares or any other financial products and does not and will not form any part of any contract for the acquisition of the New Shares. Not financial product advice This Presentation does not constitute financial product or investment advice or any recommendation to acquire New Shares or accounting, legal or tax advice. It has been prepared without taking into account the objectives, financial or tax situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial and tax situation and needs and obtain legal and taxation advice appropriate to their jurisdiction. The Company is not licensed to provide financial product advice in respect of the New Shares or any other financial products. Cooling off rights do not apply to the acquisition of New Shares under the Placement. Investment risk An investment in the New Shares is subject to investment and other known and unknown risks, some of which are beyond the control of the Company including loss of income and principal invested. The Company does not guarantee any particular rate of return or performance or any particular tax treatment. Persons should have regard to the Key Risks outlined in this Presentation. Effect of rounding A number of figures, amounts, percentages, estimates and calculations of value in this Presentation are subject to the effect of rounding. Past performance Investors should note that past performance and pro forma financial information given in this Presentation is given for illustrative purposes only and should not be relied on as (and is not) an indication of the Company's views on its future financial performance or condition. Prospective investors should note that past performance, including past share price performance, of the Company cannot be relied on as an indicator of (and provides no guidance as to) future performance including future share price performance. The historical information in relation to the Company included in this Presentation is, or is based on, information that has previously been released to the market.
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3 Important information Future performance This Presentation contains certain 'forward-looking statements' that are based on management's beliefs, assumptions and expectations and on information currently available to management. The words 'expect', 'anticipate', 'estimate', 'intend', 'believe', 'guidance', 'should', 'could', 'may', 'will', 'predict', 'plan', ‘target’ and other similar expressions are intended to identify forward-looking statements. Any indications of, and guidance on, future operating performance, earnings, financial position and performance or production are also forward-looking statements. Forward-looking statements, opinions and estimates provided in this Presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements, including projections, guidance on future operations, earnings, estimates or production targets, (if any), are provided as a general guide only and should not be relied on as an indication or guarantee of future performance. This Presentation contains statements that are subject to risk factors associated with the Company's business activities. It is believed that the expectations reflected in these statements are reasonable, but they may be affected by a range of variables which could cause actual results or trends to differ materially, including but not limited to earnings, capital expenditure, cash flow and capital structure risks, regulatory, economic and general business risks. No representation, warranty or assurance (express or implied) is given or made in relation to any forward-looking statement by any person (including the Company or any of its advisers). In particular, no representation, warranty or assurance (express or implied) is given that the occurrence of the events expressed or implied in any forward-looking statements in this Presentation will actually occur. Actual operations, results, performance, production targets or achievement may vary materially from any projections and forward-looking statements and the assumptions on which those statements are based. Any forward-looking statements in this Presentation speak only as of the date of this Presentation. Subject to any continuing obligations under applicable law or regulation (including the listing rules of ASX), the Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statements in this Presentation to reflect any change in expectations in relation to any forward-looking statements or any change in events, conditions or circumstances on which any such statement is based. Disclaimer The information in this Presentation has been obtained from or based on sources believed by the Company to be reliable. To the maximum extent permitted by law, the Company and E&P Capital Pty Ltd ACN 137 980 520 (E&P) and Canaccord Genuity (Australia) Limited ACN 075 071 466 (Canaccord) (collectively, the Joint Lead Managers) and their respective affiliates, officers, employees, agents and advisers do not make any warranty, express or implied, as to the currency, accuracy, reliability or completeness of the information in this Presentation and disclaim all responsibility and liability, including without limitation for negligence or for any expenses, losses, damages or costs incurred by you as a result of the information in this Presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. Neither the Joint Lead Managers, nor any of their affiliates, related bodies corporate, directors, officers, employees, agents or advisers have authorised, caused or permitted the issue, submission or despatch of this Presentation nor do they make any recommendation as to whether a potential investor should acquire New Shares. None of them makes or purports to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by them. Acknowledgements You acknowledge and agree that: the Joint Lead Managers may have interests in the securities of the Company, including by providing investment banking and debt services to the Company. Further, they may act as market makers or buy or sell securities or associated derivatives of the Company as principals or agents; and the Joint Lead Managers will receive fees for acting in their capacity as lead managers to the Placement and underwriters to the Placement. International selling restrictions This Presentation does not constitute an offer of New Shares in any jurisdiction in which it would be unlawful. In particular, this Presentation may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted in the International Offer Restrictions included in this Presentation. By accepting this Presentation you represent and warrant that you are entitled to receive the Presentation in accordance with these restrictions and agree to be bound by their limitations.
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4 Transaction overview Acquisition of a 75%1 majority interest in Skybridge Largest Equity Partnership investment to date and highly complementary to Count Group’s network Demonstrated M&A and integration capabilities, with Skybridge having completed >35 acquisitions since 2001 Mid to high single-digit EPS accretive3 to Count Group on a FY27F pro forma basis (pre-synergies) Snapshot of Skybridge 1. Count intends to sell down to existing and new employee shareholders over time targeting c.70% ownership 2. Normalised EBITA is stated before interest, tax and amortisation, adjusted for acquisitions completed during FY26 by Skybridge and for certain one-off and non-recurring items. 3. FY27F pro forma EPS accretion has been calculated based on broker consensus forecast FY27F NPATA attributable to Count shareholders, and a pro forma share count comprising shares on issue of 216.5 million as at 5 November 2026, plus 15.9 million shares issued under the Placement and 2.5 million shares issued as scrip consideration. Skybridge NPATA has been derived from Management's estimated normalised EBITA, adjusted for one-off and other non-recurring items, and taxed at a 30% corporate tax rate. 4. Combined Count Group includes Oracle Compelling transaction rationale Track record of profitable growth with exceptional EBITA margins in excess of 30% Opportunities to fuel Count Group’s flywheel, providing multiple pathways for organic and inorganic growth • A leading converged accounting and financial planning firm • c.110 employees and contractors, including 13 employed advisers, in 16 locations serving a broad client base across select key services: Financial planning Full-scale planning from wealth advice to retirement and estate planning Self-managed super funds Setup, compliance, and ongoing advice related to self- managed super Accounting services Complete accounting and business taxation services Bookkeeping services SME bookkeeping including invoicing, payroll and activity statements Key Skybridge metrics Combined Count Group + Skybridge4 $29.0m FY26PF revenue $8.8m FY26PF normalised EBITA2 $220.5m FY26PF revenue $51.3m FY26PF EBITA 30.3% FY26PF EBITA margin 13 Employed advisers 23.3% FY26PF EBITA margin 115 Employed advisers
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5 Transaction summary Key terms of the proposed acquisition of a majority interest in Skybridge 1. Enterprise value on a 100% basis with implied equity value for 100% of Skybridge of $43.9 million based on the target’s balance sheet, subject to customary net debt and net working capital completion adjustments. 2. Note Skybridge’s budgeted EBITA is c.$9.8 million for FY27B. At this level of earnings, the implied enterprise value for 100% of Skybridge would be approximately $69.8 million (inclusive of the first earn-out), representing an effective multiple of c.7.1x FY27B EBITA. 3. FY27F pro forma EPS accretion has been calculated based on broker consensus forecast FY27F NPATA attributable to Count shareholders, and a pro forma share count comprising shares on issue of 216.5 million as at 5 November 2026, plus 15.9 million shares issued under the Placement and 2.5 million shares issued as scrip consideration. Skybridge NPATA has been derived from Management's estimated normalised EBITA, adjusted for one-off and other non-recurring items, and taxed at a 30% corporate tax rate to derive NPATA. 4. See ‘Key acquisition risks’ (Completion risk) in ‘Key risks’ section for more details on the conditions to completion of the Acquisition. Transaction • Count Group to acquire an initial 75% majority interest in a new entity which at completion will hold the business operated by Skybridge Financial Pty Ltd (as trustee for the MTP Unit Trust), Skybridge Management Pty Ltd and Skybridge Portfolios Pty Ltd (together “Skybridge”) • Count intends to sell down to existing and new employee shareholders over time targeting c.70% ownership • Skybridge is a Sydney-headquartered converged accounting and financial planning firm operating from 16 offices across NSW, VIC and QLD • Post completion the business will operate as a Count Group Equity Partnership, consistent with Count Group’s established investment model Total consideration • Transaction implies an enterprise value (on a 100% basis) of c.$66.0 million¹, representing 7.5x the agreed deferred payment EBITA target of $8.8 million, with the purchase price subject to customary completion adjustments in relation to net debt/debt-like items and net working capital • Upfront consideration of $29.6 million, comprising cash consideration of $25.6 million and scrip consideration of $4.0 million issued to a key Skybridge vendor shareholder • Total consideration of up to $38.7 million including deferred and earn-out consideration Deferred consideration and earn-out • In addition to upfront consideration payable on completion, deferred consideration and performance-based earn-outs may be payable subject to business EBITA targets • Deferred consideration of up to $3.3 million, payable following Year 1 after completion, subject to Skybridge achieving normalised EBITA of $8.8 million over that period (with any shortfall against target reducing the deferred payment at 7.5x the shortfall and the payment floored at nil) • Potential earn-out consideration of up to $5.8 million, comprising up to $2.8 million in Year 1 (based on normalised EBITA in the range of $8.8 million to $9.3 million)2 and up to $3.0 million in Year 2 following completion (based on normalised EBITA in the range of $10.0 million to $11.0 million) Funding • Upfront consideration to be funded from a combination of a $25.0 million institutional Placement, existing debt facilities, cash reserves and scrip consideration • Deferred and earn-out consideration to be funded from future operating cash flow and available debt capacity • Scrip consideration issued to the key Skybridge vendor shareholder will be subject to escrow arrangements for 12 months Financial impacts • Expected to be mid to high single-digit EPS accretive on a full-year FY27F pro forma basis, pre-synergies3 • As at FY27F year-end, pro forma net debt / underlying EBITA is expected to be within Count Group’s acceptable debt metric range, inclusive of completion payments for previous transactions and an allowance for continued BAU M&A activity • Potential synergy upside opportunity across Count Group Services including Investment Solutions Management and alignment • Skybridge’s Founder will continue to play a key ongoing role in the business, along with the Managing Principal • Employee shareholders to enter into Count Principal Employment Agreements and Count’s standard Shareholders Agreement (SHA) • All Skybridge employed advisers to become authorised representatives of the Count Financial AFSL from completion • The Founder has agreed to customary non-compete provisions Conditions and indicative timing • Completion targeted in Q3 FY27 subject to satisfaction of conditions precedent, including ACCC approval (or notification waiver) and other conditions4
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Skybridge fuels every element of Count Group’s flywheel The Acquisition reinforces each of the three drivers that compound value across Count Group Note: Flywheel framework as presented in the Count Group FY26 Results Presentation, released to the ASX on 26 August 2026 6 Accounting and wealth management firms in high demand, servicing clients with increasing wealth accumulation Own the profit margins by investing in Equity Partnerships Improve returns through Count Group corporate services Deepen the relationships through AFSL, investment products and services A BC • Own the client relationship and profit margins by investing in Equity Partnerships • Count Group’s largest Equity Partnership investment to date • Provides a strong platform for further acquisitions across several attractive geographies, including in regional areas • Grows the Count Group employed adviser base to 115 employed advisers (up from 102 currently) Enhanced offering for Skybridge’s client base • 13 employed advisers transition to the Count Financial AFSL • Skybridge clients to potentially benefit from Count Group’s Investment Solutions and services, including CARE and other Count Services • Potential opportunity for growth in Investment Solutions given Skybridge’s c.$1.4 billion of Funds Under Advice • Improved take-up of Count Group Services • Skybridge expands potential distribution for Count Group Services (e.g. outsourcing solutions, specialist education and other services) A B C
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Additional potential strategic synergies Skybridge accelerates growth, supporting the flywheel and adding a capable M&A platform from which to execute future tuck-in acquisitions 1. FY27F pro forma EPS accretion has been calculated based on broker consensus forecast FY27F NPATA attributable to Count shareholders, and a pro forma share count comprising shares on issue of 216.5 million as at 5 November 2026, plus 15.9 million shares issued under the Placement and 2.5 million shares issued as scrip consideration. Skybridge NPATA has been derived from Management's estimated normalised EBITA, adjusted for one-off and other non-recurring items, and taxed at a 30% corporate tax rate. 7 Growth in Equity Partnerships Expands Count Group’s existing network, especially in regional areas, and drives growth in both the Equity Partnerships and the Wealth segment Track record of profitable growth Track record of sustained growth and exceptional margins, demonstrating strong operating capabilities and proven ability to successfully integrate acquisitions; the transaction is accretive to Count Group’s underlying EBITA margins EPS accretive to Count Group shareholders Mid to high single-digit EPS accretive to Count Group shareholders on a FY27F pro forma basis1 (pre-synergies), with further benefits over time anticipated from revenue synergies Strong M&A platform >35 acquisitions completed by Skybridge since 2001; Skybridge’s scale, centralised operating model, dedicated in- house integration team and standardised systems provide a strong platform for future tuck-in M&A
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8 Skybridge provides efficient growth as a significant Equity Partnership investment Count Group’s acquisition strategy encompasses three distinct transaction types Count Wealth platformNew Equity Partnerships Tuck-ins1 1. Non-exhaustive list of tuck-in M&A • Significant opportunity ahead for further industry consolidation with c.6,000 financial advice practices nationally • Count Group’s network of 482 firms, including 282 Count Group licensed firms and 200 self-licensed firms, provides a proprietary origination channel, in addition to its external network • Recent Oracle acquisition strengthens Count Group's ability to accelerate financial planning growth via tuck-ins • Count Group continues to pursue high- quality Equity Partnerships with financial advice and converged firms • Typically operate day to day with a high degree of autonomy • Low integration complexity • Count Group has several platforms from which it can execute tuck-in M&A; Skybridge represents our largest Equity Partnership platform • Integration activities typically led by Equity Partnership platforms + + + + + North Sydney Adelaide Gold Coast Future tuck-in M&A
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Skybridge overview A leading converged accounting, financial planning and SMSF administration firm with a broad presence $29.0 million FY26PF revenue1 $8.8 million FY26PF EBITA1 (30.3% margin) c.$1.4 billion Funds Under Advice 13 Employed advisers c.27,000 Total clients served Overview • Founded and led by current management for over two decades, with key principals to remain with the business post-acquisition • Predominantly regional footprint and a centralised business model backed by strong workflow processes • Largely recurring revenue base supported by fixed-price client arrangements and disciplined cash collection processes Service offering • Accounting & taxation: personal and business taxation, bookkeeping, business services and BAS / IAS preparation for c.27,000 clients • Financial planning: advice delivered by 13 employed advisers to c.3,000 clients with c.$1.4 billion Funds Under Advice • SMSF administration: administration, accounting and audit co-ordination 1. FY26PF revenue and normalised EBITA are pro forma for the full-year contribution of the three acquisitions completed by Skybridge during FY26, as if owned from 1 July 2025, and are normalised for one-off and non-recurring items 9 Geographic presence Key Skybridge metrics c.69% of Skybridge’s financial planning clients are also clients of the accounting and taxation division 16 Offices across NSW, VIC and QLD
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10 Long-term track record of profitable growth Skybridge has deployed a successful M&A strategy to scale up the business and deliver best-in-class margins 1. FY26PF revenue and normalised EBITA are pro forma for the full-year contribution of the three acquisitions completed by Skybridge during FY26, as if owned from 1 July 2025, and are normalised for one-off and non-recurring items 2. CAGRs are calculated on adjusted revenue and normalised EBITA over FY22 to FY26, and exclude the pro forma acquisition-related adjustments applied to FY26PF M&A track record 2 1 1 1 1 1 2 1 1 1 3 2 3 6 4 1 1 3 3 '01 '03 '05 '07 '09 '11 '13 '15 '17 '19 '21 '23 '25 Acquisitions by year 58% 16% 26% Acquisitions by type Accounting Converged Financial Planning Strong M&A platform • Centralised operating model with standardised systems and workflow discipline • Single technology stack, with all acquisitions transitioned immediately onto a common platform • Highly experienced, in-house integration team Growth track record 15.8% FY22 to FY26 revenue CAGR2 17.4% FY22 to FY26 EBITA CAGR2 >35 acquisitions completed since 2001 +400bps FY24 to FY26PF EBITA margin expansion $25.0m +$4.0m $21.1m $22.5m $29.0m FY24 FY25 FY26 $6.9m +$1.9m $5.5m $6.4m $8.8m26.3% 28.6% 30.3% 5% 10% 15% 20% 25% 30% 0 2 4 6 8 10 12 FY24 FY25 FY26 Revenue ($m) Normalised EBITA ($m) and Margin % Adjusted historical FY26 pro forma M&A adjustment1 1 1
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11 Employed advisers 102 13 115 Clients served c.175,000 c.27,000 c.202,000 FY26PF revenue $191.5m $29.0m $220.5m FY26PF EBITA1 $42.5m $8.8m $51.3m FY26PF EBITA margin1 22.2% 30.3% 23.3% Funds Under Advice $43.0bn $1.4bn $44.4bn +110 bps EBITA margin accretive to Count Group 21 Equity Partnerships, with Skybridge representing the largest investment to date 13 of 16 Skybridge locations outside Sydney, Melbourne and Brisbane2 NSW 13 Albury, Armidale, Central Coast, Coffs Harbour, Grafton, Inverell, Moree, Port Macquarie, Scone, Singleton, Sydney, Tamworth, Yamba VIC 2 Melbourne, Shepparton QLD 1 Brisbane Regional Capital city Limited overlap with Count Group’s metropolitan-weighted network 1. Pro forma combines Count Group as at 30 June 2026 with Skybridge on an FY26 pro forma basis, before synergies, transaction costs and the 25% non-controlling interest. Count Group figures are pro forma for acquisition of Oracle 2. Skybridge location count of 16 is pro forma for three bolt-on acquisitions made by Skybridge in FY26 Skybridge adds scale to Count Group's network1 Predominantly regional footprint complements Count Group's metropolitan-focused network Skybridge adds adviser and accounting-led scale and regional reach Adds scale in geographies and service lines that have limited overlap with Count Group's network + = Combined
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12 Continued growth in Equity Partnerships and Wealth The acquisition grows Equity Partnerships’ share of earnings and drives greater balance between Wealth and Accounting Note: EBITA calculations based on underlying EBITA excluding corporate costs. 1. As disclosed in the FY26 Results Presentation 2. Based on Count Group FY26 and includes the FY26 pro forma impact of the Oracle and Skybridge acquisitions Wealth — AFSL, Financial Planning (within Equity Partnerships) and Investment Services Accounting (within Equity Partnerships) Services Count Group FY26 EBITA1 49% 33% 18% EBITA post Oracle and Skybridge acquisitions2 44% 31% 24%
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Count Group has an extensive track record of acquiring and integrating businesses of scale Disciplined execution across six material transactions since 2019, alongside a consistent program of tuck-in acquisitions 13 2019 2021 2023 2024 2026 Target Scale at acquisition 359 Advisers c.4,000 Accounting firm relationships 117 Advisers 2241 Advisers 22 Employed advisers $1.8 billion FUA / $0.7 billion FUM 13 Employed advisers c.$1.4 billion FUA Segment fit ✓ Wealth ✓ Services ✓ Wealth ✓ Wealth ✓ Equity Partnerships ✓ Services ✓ Wealth ✓ Equity Partnerships ✓ Equity Partnerships The Acquisition is consistent with Count Group’s strategy to build Australia’s leading integrated wealth and accounting platform and represents the Company’s most significant Equity Partnership investment to date 1. Excludes limited authorised representatives.
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14 Pro forma financials
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15 Pro forma balance sheet Indicative pro forma historical balance sheet reflecting the Acquisition and the Placement Basis of preparation • Count Group financials extracted from the 30 June 2026 statutory financial statements along with an estimate for the Oracle transaction completed on 20 July 2026 • Skybridge financials extracted from unaudited management accounts as at 30 June 2026 • Pro forma balance sheet adjustments reflect a preliminary assessment of the fair value of the assets and liabilities arising from the Acquisition. The final determination of fair value is subject to Count Group finalising its Purchase Price Allocation (PPA) which will be completed within 12 months of the Acquisition. Consequently, the final fair value assessment may be materially different from the preliminary assessment and may materially impact future earnings • Non-controlling interests reflect the 25% interest retained by continuing management and employee shareholders 1. Figures include FY26 Count Limited balance sheet and an estimate for the 20 July 2026 Oracle completion balance sheet, noting that the Oracle PPA is yet to be completed and the final fair value assessment may be materially different from the values utilised 2. The pro forma purchase consideration is based on the acquisition purchase consideration of $38.7 million including deferred and earn-out consideration, noting that the accounting treatment of the deferred and earn-out consideration forms part of the PPA process 3. Skybridge borrowings reflect the 30 June 2026 balance and have not been adjusted to reflect an agreed completion loan balance 4. Other non-current liabilities includes the recognition of a deferred tax liability on separately identifiable intangible ass ets. Skybridge employee entitlement provisions have been tax effected, resulting in a deferred tax asset being recognised, which is included in Other non-current assets 5. Transaction costs of approximately $3.9 million are not tax effected and capitalisation of capital raising costs has not been considered Count1 Skybridge Combined historical balance sheet Pro forma acquisition adjustments² Pro forma historical balance sheet $’000 $’000 $’000 $’000 $’000 Cash and cash equivalents 18,329 1,085 19,414 - 19,414 Trade / other receivables and contract assets 108,129 3,887 112,016 - 112,016 Other assets - 96 96 - 96 Total current assets 126,458 5,068 131,526 - 131,526 Intangible assets and goodwill 236,044 35,094 271,138 37,184 308,322 Contract assets 166,595 - 166,595 - 166,595 Other non-current assets 48,598 1,837 50,435 478 50,913 Total non-current assets 451,237 36,931 488,168 37,662 525,830 Total assets 577,695 41,999 619,694 37,662 657,356 Trade / other payables and contract liabilities 100,561 29 100,590 - 100,590 Borrowings 26,969 - 26,969 - 26,969 Other liabilities 42,122 2,498 44,620 6,106 50,726 Total current liabilities 169,652 2,527 172,179 6,106 178,285 Contract liabilities 163,567 - 163,567 - 163,567 Borrowings³ 10,839 24,139 34,978 4,483 39,461 Other non-current liabilities⁴ 49,160 970 50,130 8,813 58,943 Total non-current liabilities 223,566 25,109 248,675 13,296 261,971 Total liabilities 393,218 27,636 420,854 19,402 440,256 Net assets 184,477 14,363 198,840 18,260 217,100 Issued capital 204,663 7,501 212,164 21,499 233,663 Non-controlling interests 17,014 - 17,014 6,982 23,996 Other components of equity5 (37,200) 6,862 (30,338) (10,221) (40,559) Total equity 184,477 14,363 198,840 18,260 217,100
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16 Placement summary
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17 Placement summary Fully underwritten institutional placement to partially fund the acquisition of Skybridge Placement • Fully underwritten institutional placement to raise approximately $25.0 million (Placement), through the issue of approximately 15.9 million new fully paid ordinary shares (New Shares) • The Placement is not subject to shareholder approval and falls within Count's existing placement capacity under ASX Listing Rule 7.1 • Count Shares will remain in trading halt until completion of the Placement Pricing • New Shares under the Placement will be issued at a fixed price of $1.57 per New Share (Offer Price) • The Offer Price represents a: • 5.4% discount to Count's last closing price of $1.66 on 4 November 2026, being the last day Count Shares traded prior to the Placement • 4.9% discount to the 5-day volume weighted average price of $1.65 as at 4 November 2026 Use of proceeds • Proceeds from the Placement will be used to partially fund the Acquisition and pay associated transaction costs, and position Count to continue executing on its attractive and value-accretive M&A pipeline • The Placement is not conditional on completion of the Acquisition Ranking • New Shares issued under the Placement will rank equally with existing Count Shares from allotment Underwriting • The Placement is fully underwritten Syndicate • E&P Capital Pty Ltd (E&P) is acting as financial adviser to Count in relation to the Acquisition • E&P and Canaccord Genuity (Australia) Limited (Canaccord) are acting as Joint Lead Managers and Joint Underwriters to the Placement Note: The terms of the Placement are indicative only and remain subject to finalisation. All dollar amounts are in Australian dollars unless otherwise stated. Refer to the ‘Key risks’ section for risks associated with the Placement and the Acquisition.
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Sources and uses of funds Funding capacity • CBA facility comprising a $77.0 million acquisition facility on a three-year term, a $33.0 million accordion facility and a $6.6 million working capital facility • Existing Skybridge debt to be refinanced by new CBA facility • Expected pro forma net debt / underlying EBITA at FY27F year-end1 to remain within Count Group’s acceptable debt metric range Funding considerations • Deferred and earn-out consideration will be funded by operating cash flows and available debt capacity • One-off transaction and transitional costs of c.$3.9 million are expected to be incurred • Count Group will initially acquire a 75% interest in Skybridge that is expected to reduce to c.70% through a sell-down of c.5% in time to new and existing employee shareholders 1. Inclusive of completion payments for previous transactions and an allowance for continued BAU M&A activity Count Group sources and uses Sources of funds A$m Placement 25.0 Scrip consideration funding 4.0 Upfront debt drawdown and cash on balance sheet 4.5 Future debt funding for deferred and earn-out consideration 9.1 Total sources of funds 42.6 Uses of funds A$m Upfront cash consideration 25.6 Scrip consideration / issuance 4.0 Transaction and transitional costs 3.9 Deferred cash consideration 3.3 Earn-out consideration 5.8 Total uses of funds 42.6 18
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Indicative Placement timetable Event Date (2026) Trading halt, announcement of the Acquisition and the Placement, and Placement bookbuild opens Thursday, 5 November Placement bookbuild closes Thursday, 5 November Announcement of the results of the Placement and trading halt lifted: Count Shares recommence trading on ASX Friday, 6 November Settlement of New Shares issued under the Placement Wednesday, 11 November Issue and commencement of normal trading of New Shares issued under the Placement Thursday, 12 November Despatch of holding statements for New Shares issued under the Placement Thursday, 12 November Note: The timetable above is indicative only and subject to change. Subject to the requirements of the Corporations Act, the ASX Listing Rules and other applicable rules, Count Group reserves the right to amend this timetable at any time, either generally or in particular cases, without notice. Quotation and commencement of trading of New Shares is subject to confirmation from ASX. All times are Sydney, Australia time. 19
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20 FY2027 Q1 trading update
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FY2027 unaudited pre-tax Q1 trading update 1. Based on annualised year-to-date performance relative to full-year broker consensus estimates 2. FY2027 Q1 refers to the three months ended 30 September 2026. FY2027 Q1 financial metrics and performance are unaudited, pre-tax and may not be indicative of trading performance for FY2027 3. Revenue is calculated on a statutory basis, in line with the FY2026 annual report 4. Underlying EBITA excluding transactions that are not directly attributable to the performance of Count’s business operations and significant items 5. Includes Oracle business, noting that the transaction completed on 20 July 2026 21 Key FY2027 Q1 metrics2 $52.1 million Revenue3, +23.2% on pcp $12.7 million Underlying EBITA4, +66.6% on pcp $6.7 billion Record FUM5, +31.3% on pcp 24.5% Underlying EBITA margin4, up from 18.1% on pcp Funds Under Management ($ billion) Strategic progress $5.1bn $6.5bn5 $6.7bn5 30 Sep 2025 30 Jun 2026 30 Sep 2026 Revenue and underlying EBITA growth, driven by acquisitions and organic growth CARE portfolios now exceed $5.0 billion of FUM; total FUM of $6.7 billion Completed four acquisitions in FY2027 to date including Oracle (now Count Wealth) and Tailored Lifetime Solutions Stronger than expected financial performance due to: • Equity Partnership carry over work from prior period; and • higher than expected actuarial consulting revenues +31.3% Increase relative to pcp Momentum continues to build with the Group delivering a strong start to FY20271
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22 Count Wealth integration update Count is on track to unlock synergies ahead of schedule 1 2 3 Integration execution Unlock synergies FY27 Optimise 12+ months ✓ New Count Wealth brand and operating model in place ✓ Leadership team in place and Oracle employees transitioned ✓ Corporate functions integrated ✓ Novation of supplier contracts complete ✓ Policies and Investment Governance frameworks aligned ✓ Technology stack migrated ✓ Appointed two new financial advisers ✓ Implemented AI file noting for financial advisers ✓ Introduced CARE investment philosophy Delivered to date ▪ Annualised initial committed cost savings of $1 million in March 2026 ▪ Re-affirming increased cost synergies target of at least $1.25 million announced in July 2026 with expectation to be realised within 24 months ▪ Revenue synergies potential through adoption of Count’s services including offshore resources and increased scale benefits & operating efficiencies Key actions ▪ Operational systems, data and process optimisation ▪ Process efficiencies released ▪ Scale benefits realised Outcomes ▪ Optimised technology stack with aligned policies and processes ▪ Consistent technology and process adoption ▪ Optimised client experience FY27 Outcomes ▪ Count Wealth integration is on track: accounting production hours and billings, as well as transitional statements of advice, are in line with expectations ▪ Further integration update to be provided alongside FY2027 half year results presentation
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23 Key risks
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24 Key risks to Count Risks which may affect the future operating and financial performance of Count There are several risks and uncertainties which are specific to Count Group and of a more general nature, which may affect the future operating and financial performance of Count Group and the value of Count Shares. Potential investors should consider publicly available information on Count (such as that available on the ASX website) and seek professional advice from an adviser before making an investment decision. The risks set out in this Presentation are: • not listed in order of importance and do not constitute an exhaustive list of all risks involved with an investment in Count; and • general in nature and regard has not been had to the investment objectives, financial circumstances, tax position or particular needs of any individual investor. Risks specific to Count Market risk, product and investment performance The profitability of Count is affected, at least in part, by the value of funds under advice and management which may be impacted by volatility in equity and fixed income markets, global currencies, interest rates and broader economic conditions. In addition, the risk that clients’ investment portfolios do not meet their investment objectives or achieve consistent long-term performance can challenge client retention which may in turn adversely affect the financial performance, profitability and financial position of Count and the value of Count Shares. Performance of member firms Count is an aggregator of businesses and invests in accounting, financial services and adjacent enterprises. A material part of the revenue of Count is derived from its equity interests in accounting and business advisory firms, a number of which are not controlling interests. There is a risk of the financial return on that investment or acquisition being lower or less favourable than forecast. Those enterprises are also subject to many of the risks outlined in this section. The underlying financial performance of the advisory firms can have a material impact on the income of the Count Group or the value of those equity interests and, by extension, the financial performance, profitability and financial position of Count and the value of Count Shares. Growth strategy and performance There is a risk that the continued growth strategy of Count is unable to be achieved. There are likely to be material resources and effort expended on future integration activities and additional investment or acquisition activity may be slowed. There is a risk that management distraction associated with integration activities may result in performance from ongoing business operations being lower than expected. Key personnel Key personnel are essential to the retention of adviser and client relationships across the business units of Count and to retaining corporate knowledge. In a low unemployment environment where highly capable financial services employees are highly sought after, there is an ongoing risk that key personnel may be lost to competitors and/or the industry and that it may be difficult to replace key personnel. Loss of key management and other personnel may have a negative impact on Count and the value of Count Shares. Regulatory matters The businesses operated by Count are highly regulated, in particular the financial advice and investment management businesses. The legislative and regulatory regime surrounding the businesses is complex and subject to ongoing regulatory change including by way of legislative, regulatory policy and case law changes. In order to provide the majority of its services in Australia, a number of Count's controlled entities are required to hold licences and registrations, most notably Australian Financial Services (AFS) licences and tax agent registrations. Failure to manage compliance with an extensive set of obligations, including the conditions of any AFS licences, would expose Count to potential regulatory scrutiny, activity and possible penalties leading to reputational damage and impacts on the financial performance of Count. Indeed, this could result in the suspension or cancellation of a licence which is required for Count to operate key parts of its business. A breach or loss of licences, consents or permissions could have a material adverse effect on the business and financial performance of Count. AFS licences also require the licence holder to maintain certain levels of capital. These capital requirements may change from time to time. Financial performance may be impacted where Count is required to hold a higher capital base. The costs associated with compliance with obligations are increasing and the cost of remediation activities where failures have occurred can be significant and may impact the profitability of Count. Regulatory, legislative, policy and case law change can be costly to implement across existing processes and infrastructure, and may require further investment in technology and systems that could negatively impact profitability and the value of Count Shares. There is a risk that the processes and systems in place in Count may not detect and prevent potential non- compliance with obligations under these licences. Significant breaches of some obligations can have significant consequences, including the suspension or cancellation of licences and authorisations resulting in Count and its authorised representatives being unable to operate their businesses, reputational damage and significant negative impacts on revenue generation. Operational risks The main operational risk for Count's accounting, business advisory and services firms relates to inappropriate or inadequate client advice and/or service, including breaching contractual service delivery obligations. Technology and cyber-security risks Count is reliant on significant information technology infrastructure and any interruption to the availability of that infrastructure or the information held within it, either as a result of systems failure, cyber-attacks or security breaches would detrimentally impact the ability of the business to carry on operating. Count also uses a number of third party service providers to supply and manage its information technology infrastructure. There is a risk that services are not provided in accordance with the agreements governing those third party relationships, which could result in significant business interruption, loss to clients, or of clients, reputational damage, regulatory action and claims for loss which may negatively impact revenue and profitability. Security or privacy of data Failures or breaches of data protection and systems security can cause reputational damage, regulatory interventions and financial loss. The legal and regulatory landscape around data protection and privacy is complex, demanding and evolving. The protection of customer, employee, third party and company data is critical to Count's operations, and those persons have high expectations that Count will adequately protect personal information.
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25 Key risks to Count (continued) Risks which may affect the future operating and financial performance of Count Legislative risks Any substantive changes to legislation, regulatory policy, case law or other laws and regulations (including the interpretation of them) that impact the provision of accounting, tax or financial planning services could have a material impact on Count. Reduced compliance obligations could impact demand for services and conversely, increased regulatory complexity, for example in respect of the imposition of additional tax on higher superannuation balances could increase demand for services placing pressure on existing resources. The impact of future regulatory change on Count cannot be predicted and could adversely impact Count's financial performance and position and the value of Count Shares. Risk associated with debt facilities The ability of Count to service its debt is dependent on its financial position, ongoing financial performance and cash flows which may be adversely impacted by economic, financial, regulatory and other factors beyond the control of Count. If Count is unable to generate sufficient cash flow to meet debt repayment obligations, it may face additional financial penalties, higher interest rates or difficulty obtaining future funding or refinancing on similar terms. Count's debt facilities are also subject to the adherence to certain covenants related to financial performance and position. If those covenants are breached, there is a risk that debt may be repayable sooner than anticipated. Financing risks Count continues to rely on access to debt and equity financing. The ability to secure financing, or financing on acceptable terms, may be adversely affected by a number of economic factors, including volatility in financial markets or a downgrade in the credit rating of Count which may result in financing being unavailable or the cost of financing significantly increasing, detrimentally impacting the profitability of Count. Litigation Count may from time to time be involved in legal, regulatory or other proceedings and disputes arising from its business and operations. Count will face ongoing risk of litigation and complaints from clients which is inherent in highly regulated businesses and those operating in complex legislative environments. In particular, businesses operating in financial services have been the subject of a number of class actions seemingly triggered by the findings from the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry. A number of those class actions remain on foot. In particular, Count Financial Limited (Count Financial), a wholly-owned subsidiary of Count, was subject to class action proceedings seeking financial compensation relating to commissions paid to Count Financial and its authorised representative financial advisers, and certain obligations of its financial advisers to provide ongoing advice. Although CBA has indemnified Count Limited in relation to certain conduct that is the subject of these proceedings, there is no guarantee that all risks will be completely mitigated. On 27 May 2025, the Federal Court dismissed the class action in full, and costs were awarded against the applicant. However, the applicant lodged an appeal in June 2025. The appeal was heard on 26 and 27 March 2026. There is no set timeframe for the Court to deliver its judgment. The 27 May 2025 decision of the Federal Court remains effective unless overturned. At this stage, it is not possible to determine the financial or other impacts of these proceedings if the appeal is successful, if any, on Count's business, financial performance, profitability or the value of Count Shares. There is also potential liability arising from actions or conduct of Count or any of its subsidiaries (including litigation instigated by regulators or complaints from clients) and disputes arising in the ordinary course of their businesses which may, to the extent not covered by Count's insurance policies, cause financial and reputational damage and distract management and staff from the operations of Count. Fraud risk Whilst Count has policies and procedures which are designed to mitigate the risk, there remains a risk that funds of clients, or advice provided to clients, may be the subject of fraudulent behaviour. A significant or sustained failure in Count's technology systems or cyber-security could also expose Count to fraudulent behaviour. Any of these events may cause financial and reputational damage and distract management and staff from the operations of Count. Environmental, social and governance (ESG) ESG risks can have a material impact on Count's ability to deliver good long-term outcomes for its clients, investors and the community. Count considers a broad range of ESG risks and opportunities, including climate change, human capital management, diversity and inclusion and corporate transparency, among others. Climate change may impact on overall economic growth, unemployment and the wealth of customers, including due to extreme weather and climate related events affecting property and asset values or causing damage and/or interruptions to business operations and supply chains, the effect of new laws, regulations and government policies designed to mitigate climate change, and the cost of business insurance. These may individually, or in aggregate, cause financial and reputational damage and distract management and staff from the operations of Count. Securities market fluctuations There are various risks associated with investing in listed entities, including: • economic and global events which can impact the prices of broader securities on the ASX and relevant indices; • the risk that one or more substantial holders of Count Shares may sell all or a substantial portion of the Count Shares they hold, which may have an adverse impact on the price and trading volumes of Count Shares; and • the liquidity of Count Shares on the ASX. There is no guarantee of profitability, dividends, return of capital, or the price at which Count Shares will trade on the ASX. The past performance of Count Shares is not necessarily an indication as to future performance. Inability to pay dividends The payment of dividends (if any) by Count will be determined by the Count Board from time to time in accordance with its constitution and stated dividend policy. While the Count Board will consider a range of factors including available profits, cash flow, financial condition, operating results, future capital requirements and economic conditions, there is no guarantee that a dividend will be paid or, if paid, paid at the same or higher levels than paid historically. Equity dilution Count may undertake offerings of equities in the future. Factors including the increase in the number of fully paid shares issued, the ability of an individual shareholder to participate in the equity offer, the issue price and the possibility of selling such equities may have an adverse effect on the financial position or voting power of any individual shareholder.
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26 Key risks to Count (continued) Risks which may affect the future operating and financial performance of Count Insurance While Count and its subsidiaries have held various policies of insurance covering their operations, not all risks are insurable, including for example, a requirement to refund financial planning fees arising from service failures, and there is a risk that Count's insurance is not adequate or does not cover particular risks. There is also a risk that in the future the cost of insuring the operations and activities of Count increases materially, that equivalent cover is not able to be obtained or that run off cover is not able to be obtained for any businesses which cease to operate. Any failure of insurance cover to respond to a claim or loss would negatively impact the financial position of Count. Change in accounting or financial reporting standards Australian Accounting Standards are set by the Australian Accounting Standards Board (AASB) and are outside the control of Count. Changes to accounting standards issued by the AASB could adversely affect the financial performance and position reported in the financial statements of Count. Tax A change to the current tax regime may affect Count or Count shareholders. Any changes to the current rate of company income tax may impact shareholder returns. In addition, any change in tax rules and tax arrangements could have an adverse effect on the level of dividend franking and shareholder returns. Force majeure events Events may occur locally, nationally or internationally which may impact on the global or Australian economy and the operations of Count. Events such as political conflict, war, terrorism, global health events, fire, flood, earthquakes and other natural or human caused events have the potential to create a broad range of disruptive impacts which may directly or indirectly affect the operations of Count which may not be able to be insured against. Competition The financial services industry, including the provision of accounting and wealth management advice, is highly competitive and there is ongoing consolidation activity across the industry with competition, particularly for financial advisers, remaining strong. Commoditisation of financial services and products is also increasing. The retention by Count of staff and authorised representatives will be critical to the financial performance of Count. Count will be vulnerable to losing authorised representatives to other AFS licensees if Count is unable to maintain competitive pricing of licensee fees and dependable and demonstrated support models across compliance, education, training, business development and technology. General economic conditions The financial performance of Count and the value of Count Shares may fluctuate due to various factors, including interest rates, inflation, Australian and international economic and political conditions, change in government, fiscal, monetary and regulatory policies, investor perceptions, geopolitical tensions and various other factors which may affect the financial position and earnings of Count. If any of those factors come into play in the future, the price of Count Shares may fluctuate including falling below historical and current prices. Ongoing global economic uncertainty, including the potential for an economic recession or downturn of uncertain severity and duration, may impact the financial performance, profitability and financial position of Count and the value of Count Shares.
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27 Key acquisition risks Risks specific to the acquisition of Skybridge Use of funds risk Count intends to use the funds raised from the Placement to fund the acquisition of a 75% interest in Skybridge and cover the transaction costs relating to the Acquisition and Placement. Any subscription for shares issued under the Placement is not conditional on the Acquisition completing, and there is a risk that the Acquisition may not be completed on the terms contemplated in this Presentation or at all. Any application to subscribe for shares pursuant to the Placement is unconditional and may not be withdrawn even if the Acquisition does not complete. This means that Count may not ultimately be able to apply the funds raised pursuant to the Placement to their presently intended use, and the Count Board would need to identify alternative uses for those funds. If completion of the Acquisition is delayed, Count may incur additional costs and it may take longer than anticipated for Count to realise the benefits of the Acquisition (including any synergies described in this Presentation). Any failure to complete, or delay in completing, the Acquisition may have an adverse effect on Count’s financial position and performance and the value of Count Shares. Completion risk Count has entered into an acquisition agreement in respect of the Acquisition, which is conditional on, among other things, receipt of ACCC approval (or notification waiver), acceptance by key employees of new employment agreements with Skybridge, the absence of a material adverse change, the transition of Skybridge advisers to become authorised representatives of Count Financial and other conditions. There can be no certainty, nor can Count provide any assurance or guarantee, that any conditions associated with the Acquisition will be satisfied or waived. If for any reason any of the conditions are not satisfied or waived by the time required, completion of the Acquisition may be delayed or may not occur on the current terms or at all. If the Acquisition does not complete, Count may be required to incur costs without obtaining the expected benefits of the Acquisition, including transaction costs and management time. Failure to complete the Acquisition could also materially and adversely affect the value of Count Shares and other benefits that Count expects to achieve from the Acquisition. Due diligence risk Count undertook a due diligence process in respect of the Acquisition, which, among other things, relied on the review of financial information and other information provided by Skybridge. Despite making reasonable efforts, Count has not been able to verify the accuracy, reliability or completeness of all the information which was provided, including forecast information. If any information provided to and relied on by Count in its due diligence and preparation proves to be incorrect, incomplete or misleading, there is a risk that the actual financial position and performance of Skybridge may be materially different to expectations. Investors should also note that there is no assurance that the due diligence conducted was complete or conclusive, and that all material issues and risks in respect of the Acquisition have been identified and avoided or managed appropriately. Therefore, there is a risk that issues and risks may arise that could adversely affect the financial performance of Count. Business risk The negotiations between Count and Skybridge were conducted on the basis of certain disclosures by Skybridge. While Count considers the due diligence investigations to have been adequate and consistent with market practice for a transaction of this type as noted above, Count has not been able to verify the accuracy, reliability or completeness of all of the information provided by Skybridge. As a result, following the Acquisition, unknown or unquantified risks and liabilities of Skybridge may arise, or expected types of risks and liabilities may be greater than anticipated, and this may impact negatively on profitability, results of operations, financial position or market value of Skybridge, which in turn will affect the value and performance of Count. Future earnings risk In connection with the Acquisition, Count has undertaken financial and business analysis of Skybridge in order to determine whether to pursue the transaction. It is possible that such analysis, and the best estimate assumptions made by Count, draw conclusions and forecasts that are inaccurate or which will not be realised in due course. To the extent that the actual results achieved in connection with the Acquisition are different than those anticipated there is a risk that the profitability and future earnings of Count may differ from the performance as described in this Presentation. There is also no guarantee that any prospective future earnings of Count will be realised after completion of the Acquisition. Integration and synergies risk The Acquisition will have an impact on Count's business, operational profile, capital structure and size compared to that of Count on a standalone basis. There is a risk that the success and profitability of Count following completion of the Acquisition could be adversely affected if Skybridge is not integrated effectively. There is a risk that integration could take longer, be more complex or cost more than expected, encounter unexpected challenges or issues, divert management attention or that the anticipated benefits and cost synergies may not be achieved. Any failure to or delay in achieving integration may impact on the financial performance, operation, position and/or market share of Count and the value of Count Shares. Historical liabilities If the Acquisition completes, Count may have an increased exposure to certain liabilities that Skybridge has incurred or agreed to incur in the past. In addition, Count will be exposed to any liabilities which were not identified during its due diligence, or which are greater than expected, for which insurance may not be adequate or available, and for which Count may not have recourse. These could include liabilities relating to current or future litigation, regulatory actions and other liabilities. Such liability may adversely affect the financial performance or position of Count following completion of the Acquisition. Third party consent risk Certain contracts to be acquired by Count as part of the Acquisition contain provisions that require the counterparty’s consent to a change of control. If a counterparty’s consent is not obtained under the relevant contract, there is a risk that the counterparty may allege that the contract terms have been breached or, in the worst case, terminate the contract (subject to the terms of the relevant contract), which could potentially adversely affect Count’s financial performance and financial position.
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28 Key general investment risks Risks associated with an investment in Count Shares Dilution risk As part of the Acquisition, it is proposed that certain securityholders of Skybridge would be entitled to receive scrip consideration in the form of Count Shares. If the Acquisition proceeds, existing Count shareholders and new investors who acquire shares under the Placement would have their shareholding diluted by the issue of the scrip consideration. Difference in accounting policies The accounting policies to be applied by Skybridge in the preparation of its accounts could differ from those adopted by Count. This could increase the reporting complexity and costs associated with the preparation of Count's accounts. There is also a risk that the preparation of Skybridge’s financial accounts is delayed, impacting the ability of Count to finalise its financial accounts on a timely basis. General investment risks Investment in shares There are general risks associated with investments in equity capital such as Count Shares. The trading price of Count Shares may fluctuate with movements in equity capital markets in Australia and internationally. This may result in the market price for the New Shares being less or more than the Offer Price. Generally applicable factors that may affect the market price of shares include: • general movements in Australian and international stock markets; • investor sentiment and the demand for ASX-listed securities generally; • Australian and international economic conditions and outlook; • changes in general business and industry cycles as well as economic conditions including inflation, interest rates, exchange rates, employment, credit markets, consumer confidence and demand, housing prices and turnover and other industry specific factors; • changes in government legislation, regulation and policies, in particular, tariffs and trade laws, fiscal, monetary, taxation, employment and regulatory policies; • announcement of new technologies and displacement of existing technologies; • natural disasters, extreme weather events and catastrophes; • geopolitical instability, including international hostilities, war and acts of terrorism; • demand for and supply of Count Shares; • announcement and results of competitors; • the expectations of securities analysts and analysts’ reports; and • the impact of pandemics or epidemics, and the measures taken to control their spread, including on the health of the workforce, and customers and impact on supply chains. No assurance can be given that the New Shares will trade at or above the Offer Price or that there will be an active market in Count Shares. None of Count, its directors nor any other person guarantees the performance of the New Shares. The operational and financial performance of Count and Count's share price may be adversely affected by a worsening of general economic conditions in Australia, as well as international market conditions and related factors. It is also possible that new risks might emerge as a result of Australian or global markets experiencing extreme stress, or existing risks may manifest themselves in ways that are not currently foreseeable. The equity markets have in the past and may in the future be subject to significant volatility.
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29 International offer restrictions
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30 International offer restrictions Restrictions on the offer and sale of New Shares outside Australia Hong Kong WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance). No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities. The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any of the contents of this document, you should obtain independent professional advice. Singapore This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) of Division 1, Part 13 of the Securities and Futures Act 2001 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA. This document has been given to you on the basis that you are (i) an "institutional investor" (as defined in the SFA) or (ii) an "accredited investor" (as defined in the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore. Any offer is not made to you with a view to the New Shares being subsequently offered for sale or otherwise sold to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly. New Zealand This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the “FMC Act”). The New Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who: • is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act; • meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act; • is large within the meaning of clause 39 of Schedule 1 of the FMC Act; or • is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act.
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31 Summary of Underwriting Agreement
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32 Summary of Underwriting Agreement Key terms of the Underwriting Agreement in respect of the Placement Count has entered into an underwriting agreement with the Joint Lead Managers in respect of the Placement (Underwriting Agreement). The Underwriting Agreement contains representations and warranties and indemnities in favour of the Joint Lead Managers. Details of the fees payable to the Joint Lead Managers are included in the Appendix 3B released to ASX on the date of this Presentation. The obligations of the Joint Lead Managers are subject to the satisfaction of certain conditions precedent documented in the Underwriting Agreement that are customary for a transaction of this nature. If those conditions are not satisfied or certain events occur, the Joint Lead Managers may terminate the Underwriting Agreement. Other events which may trigger termination of the Underwriting Agreement include (but are not limited to) the following: • any of the following events occur: • there is a change to the board of directors of Count other than: – a change in the CEO or the non-executive chair of Count; or – the retirement of Kate Hill and the appointment of Katrina Glendinning to the board of directors of Count as set out in the ASX announcement of Count on 2 October 2026; • a new circumstance that would be adverse from the point of view of an investor arises that would have been required to be disclosed in the ASX materials had it arisen before the ASX materials were lodged with ASX; • the management questionnaire, acquisition due diligence reports or any other information supplied by or on behalf of Count to the Joint Lead Managers for the purposes of the ASX materials or the Placement, is or becomes false, misleading or deceptive (including by omission) or likely to mislead or deceive; • Count fails to perform or observe any of its obligations under the Underwriting Agreement; • a representation, warranty or undertaking made or given by Count under the Underwriting Agreement proves to be, or has been, or becomes, untrue or incorrect; • there is: – a general moratorium on commercial banking activities in Australia, New Zealand, the United States, Canada, China, Singapore, the United Kingdom, Israel, the European Union or Hong Kong declared by the relevant central banking authority in any of those countries, or there is a material disruption in commercial banking or security settlement or clearance services in any of those countries; or – a suspension or material limitation in trading in securities generally on ASX, NASDAQ, NYSE, HKEX, SGX or LSE for one day, or a substantial part of that day, on which that exchange is open for trading; • hostilities not existing at the date of the Underwriting Agreement commence or a major escalation in existing hostilities occurs involving any one or more of Australia, New Zealand, Canada, the United States, United Kingdom, Japan, any member state of the European Union, Russia, North Korea, Ukraine, China, Hong Kong, Israel, Palestine, Iran, Iraq, Saudi Arabia, Lebanon, Syria, Yemen or any member state of the North Atlantic Treaty Organization, or a national state of emergency is declared or there is an escalation of a national emergency by any of those countries, or a major terrorist act is perpetrated anywhere in the world; • there is introduced into the Parliament of Australia or any State or Territory of Australia a law, regulation or directive, or a government agency adopts a policy, that regulates the Placement or the Acquisition, or there is any official announcement on behalf of the Government of Australia or any State or Territory of Australia or a government agency that such a law or regulation will be introduced or policy adopted, other than any law, regulation or policy that has been publicly announced by the Government of Australia or any State or Territory of Australia or any government agency prior to the date of the Underwriting Agreement; • there is any adverse change, or an event occurs which is reasonably likely to give rise to an adverse change, in the assets, liabilities, financial position or performance, profits, losses, results, condition, operations or prospects of Count and its related bodies corporate, taken as a whole, from the position fairly disclosed by Count to ASX before the date of the Underwriting Agreement or in the ASX materials; or • there is an adverse change or disruption from the situation existing as at the date of the Underwriting Agreement to the financial markets, or political or economic conditions of Australia, China, Hong Kong, Singapore, any member state of the European Union, the United States, Canada, Israel or the United Kingdom or there is a change in national or international political, financial or economic conditions, and, in the reasonable opinion of the Joint Lead Managers, the event: (a) has, or is likely to have, a material adverse effect on the success, marketing or settlement of the Placement, the value of the ordinary shares in Count (Count Shares), or the willingness of investors to apply for Count Shares to be issued in the Placement (Placement Shares); or (b) leads, or is reasonably likely to lead, to: (i) a contravention by a Joint Lead Manager (or one of their related bodies corporate) of, or a Joint Lead Manager (or one of their related bodies corporate) being involved in the contravention of, the Corporations Act or any other applicable law; or (ii) a liability of a Joint Lead Manager (or one of their affiliates) under the Corporations Act or any other applicable law; • either of the following occurs: – the acquisition agreement is breached, terminated (or becomes capable of being terminated by a party), rescinded or varied without the prior written consent of the Joint Lead Managers; or – a condition precedent to performance of the parties’ obligations under the acquisition agreement becomes (in the reasonable opinion of the Joint Lead Managers) incapable of being satisfied; • ASX announces that Count will be removed from the official list or that Count Shares will be removed from official quotation or suspended from quotation by ASX for any reason (other than for the duration of the trading halt required under the Underwriting Agreement); • Count alters its capital structure without the consent of the Joint Lead Managers, other than by issuing securities excluded from the restrictions in the Underwriting Agreement; • Count or a subsidiary of Count is deemed insolvent or there is an act or omission which may result in Count or a subsidiary of Count becoming insolvent; • the CEO, CFO or non-executive chair of Count is removed from their employment or position;
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33 Summary of Underwriting Agreement (continued) Key terms of the Underwriting Agreement in respect of the Placement • a contravention by Count or a subsidiary of Count of the Corporations Act, Count's constitution, the Listing Rules or any other applicable law, in relation to the Placement or the Acquisition; • Count or any of its directors or officers engage, or have engaged, in any fraudulent conduct or activity whether or not in connection with the Placement; • any of the following occur: • a director or senior executive of Count is charged with an indictable offence relating to financial or corporate matters; • any governmental agency charges or commences any court proceedings or public action against Count or any of its directors in their capacity as a director of Count, or announces that it intends to take action; or • a director of Count is disqualified from managing a corporation; • there is after the execution of the Underwriting Agreement an event or occurrence, including any statute, order, rule, regulation, directive or request, of any government agency which makes it illegal for the Joint Lead Managers to satisfy a material obligation under the Underwriting Agreement, or to market, promote or settle the offer of Placement Shares; • Count withdraws the Placement or any part of it or indicates that it does not intend to or is unable to proceed with the Placement; • a certificate is not furnished when required to be furnished by Count under the Underwriting Agreement; • a certificate which is furnished by Count under the Underwriting Agreement is untrue, inaccurate, incomplete or misleading or deceptive in any respect (including by way of omission); • any of the following occurs: • ASIC issues or threatens to issue proceedings in relation to the Placement or commences any formal inquiry or investigation into the Placement (or publicly announces its intention to do so); • there is an application to any government agency for any order, declaration or other remedy, or any other government agency commences any other investigation, prosecution or hearing or announces its intention to do so, in each case in connection with the Placement (or any part of it); • ASIC or any other government agency commences or gives notice of an intention to commence a prosecution or investigation of Count or any director or senior executive of Count; • ASIC or any other government agency commences or gives notice of an intention to commence a hearing or investigation into Count or any director or senior executive of Count; • a statement contained in the ASX materials is or becomes misleading or deceptive (including by omission) or likely to mislead or deceive, or the ASX materials omit any material information they are required to contain, or any expression of opinion or intention in the ASX materials is not (or ceases to be) fairly and properly supportable, or there are no (or cease to be) reasonable grounds for the making of any statement in the ASX materials relating to future matters or which are statements of opinion or intention; • the Placement cleansing statement is or becomes defective, or any amendment or update to the Placement cleansing statement is issued or is required to be issued in accordance with the Corporations Act; • unconditional approval (or conditional approval, provided the conditions would not, in the opinion of the Joint Lead Managers, have an adverse effect on the success or settlement of the Placement Shares) by ASX for official quotation of any of the Placement Shares is refused, or is not granted by the time required by the timetable, or is subsequently withdrawn, or ASX makes an official statement to any person or indicates to Count or the Joint Lead Managers that official quotation of any of the Placement Shares will not be granted; • Count is prevented from allotting and issuing any of the Placement Shares under the Listing Rules, applicable laws, an order of a court of competent jurisdiction or a government agency; • at any time on any trading day from (and including) the Placement announcement date to (and including) the settlement date the S&P/ASX 200 index or the S&P/ASX Small Ordinaries index is at a level that is 10% or more below its level as at the close of trading on the trading day prior to the date of the Underwriting Agreement; • any event specified in the timetable is delayed for one business day or more without the prior written consent of the Joint Lead Managers; • a scheme of arrangement or reconstruction is announced by Count which, if implemented, may result in a person and their associates acquiring a beneficial interest in, or voting power of, 50% or more of the interests in Count; or • an offer to Count shareholders is announced which, if implemented, would result in a person and their associates acquiring a beneficial interest in, or voting power of, 50% or more of the interests in Count. Subject to certain exceptions, Count has agreed to indemnify the Joint Lead Managers and certain related persons (each an Indemnified Party) against all losses directly or indirectly suffered or incurred by an Indemnified Party in relation to the Placement and the Underwriting Agreement. Count also releases each Indemnified Party against claims made by Count as a result of the participation of that Indemnified Party in the preparation of the Placement documents or in relation to the Placement, except to the extent of certain agreed carve outs related to the Joint Lead Managers’ culpability for the loss.
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34 Appendix
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Licensed Advice Firms Equity Partnerships – Accounting and Wealth Services Businesses Appendix: Count Group pro forma Count Group is strong and growing, shown pro forma for the Skybridge acquisition 35 Note: Pro forma combines Count as at 30 June 2026 with Skybridge on an FY26 pro forma basis, before synergies, transaction co sts and the 25% non-controlling interest. Skybridge information is unaudited and Skybridge counts as one Equity Partnership firm, operat ing from 16 offices across NSW, QLD and VIC. 1. AFR Top 100 Accounting Firms, November 2025; Count standalone. 2. Includes Oracle FUM $712 million. As at 30 September 2026. 3. Includes Oracle FUA (completed 20 July 2026) and Skybridge FUA c.$1.4 billion. 4. c.175,000 Count network clients in FY26 plus c.27,000 Skybridge clients. 61 65 38 3 3 154 14 2 17 3 118 8 3 2 13 2 1 Equity Partnerships – Skybridge 483 Firms 16th Largest Accounting firm in Australia1 $6.7 billion FUM2 $44.4 billion Funds Under Advice3 $220.5 million Revenue 167 Firms using Count Group Investment Solutions c.202,000 Clients served4 $51.3 million Underlying EBITA 21 Equity Partnerships
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36 Appendix: Key financial definitions Underlying revenue Underlying revenue excludes divested operations or items that do not contribute to the ongoing performance of Count. Underlying EBITA Underlying earnings before interest, tax and amortisation, excluding items such as divested operations and one-off costs (including transaction, separation and integration costs) arising from other activities that are not directly attributable to the ongoing performance of Count. Underlying NPAT Underlying net profit after tax, excluding tax-effected items such as divested operations and one-off costs (including transaction, separation and integration costs) arising from other activities that are not directly attributable to the ongoing performance of Count. Underlying NPATA Underlying net profit after tax before amortisation (including amortisation arising from acquired intangibles), excluding tax-effected items such as divested operations and one-off costs arising from other activities that are not directly attributable to the ongoing performance of Count. Normalised EBITA In respect of Skybridge, earnings before interest, tax and amortisation adjusted for certain normalisation items including the add-back of non- recurring transaction and restructuring costs. Maintainable EBITA In respect of Skybridge, earnings before interest, tax and amortisation for each 12-month period commencing on completion, calculated on a basis consistent with normalised EBITA and with the operation of the business in the 12 months immediately prior to completion. FUA / FUM Funds Under Advice / Funds Under Management. NWC Net working capital. SMSF Self-managed superannuation fund.