Legal\309451466.1

MYOB Finance Australia Limited

ACN 161 013 654 Registered office: Level 3, 235 Springvale Road, Glen Waverley, VIC 3150

29 August 2013 Market Announcements Office ASX Limited

MYOB Holdings Pty Limited – financial report for the half-year ended 30 June 2013

We attach the MYOB Holdings Pty Limited Financial Report for the half-year ended 30 June 2013.

As a result of its listing on the ASX, MYOB Finance Australia Limited is required to lodge with the ASX, the annual and half-yearly financial reports of MYOB Holdings Pty Limited, the parent company of MYOB Finance Australia Limited and its controlled entities for the period.

Ian Boylan Company Secretary MYOB Finance Australia Limited

Interim Financial Report

FOR THE HALF-YEAR ENDED 30 JUNE 2013

MYOB Holdings Pty Limited ACN 152 570 431

Page

Directors' report 1

Financial statements

Consolidated income statement 5Consolidated statement of comprehensive income 6Consolidated balance sheet 7Consolidated statement of changes in equity 8Consolidated statement of cash flows 9

Notes to the consolidated financial statements:

1 Corporate information 102 Preparation of interim financial report 103 Comparative Information 104 Critical accounting estimates and judgements 11

4.1 Unearned revenue includes recognition of bundle sales 114.2 Estimated impairment of goodwill 114.3 Recovery of deferred tax assets 114.4 Make good provisions 11

5 Events occurring after the balance sheet date 116 Segment information 127 Income tax expense 148 Derivative financial instruments 159 Business combination 16

Auditors' report 17

Contents

The directors present their report on MYOB Holdings Pty Limited (formerly known as Bain Capital Abacus Holding Pty Limited) and the entities it controlled for the half-year ended 30 June 2013.

MYOB Holdings Pty Limited is a company limited by shares, incorporated on August 9th, 2011.

DIRECTORS The following persons were directors of MYOB Holdings Pty Limited during the half-year and up to the date of this report:

Craig Boyce Serge Walid Sarkis Michael Ward Timothy Reed Neil Kalvelage Richard Moore

PRINCIPAL ACTIVITIES The principal activities of MYOB Holdings Pty Limited during the period were the development and publishing of software and the provision of services for small and medium enterprises, including accountants in public practice.

REVIEW OF OPERATIONS For the 6 months ended 30 June 2013 MYOB Holdings Pty Limited reported operating revenue from continuing operations of $115.8 million (2012 half-year period: $108.0 million). MYOB Holdings Pty Limited’s profit from continuing operations before income tax, other expenses, finance income and expenses, depreciation and amortisation was $54.0 million (2012 half-year period: $53.5 million)

SIGNIFICANT CHANGES IN STATE THE OF AFFAIRS On 31st May 2013 MYOB New Zealand Group Pty Ltd, a subsidiary of MYOB Holdings Pty Ltd, acquired Media Transfer Services (trading as Banklink).

MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR On the 31st July 2013 the MYOB Group sold the Hosting component (SmartyHost & Ilisys) of the Websites division to UberGlobal, one of the main providers of domain and hosting services in Australia. The consideration received was $3.2 million for the sale of business and $2.3 million for future licensing arrangements. The sale will enable the MYOB Group to focus and invest in core business areas with the greatest potential for high growth.

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DIRECTORS’ REPORT

DIRECTORS’ REPORT

AUDITOR INDEPENDENCE DECLARATION A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act2001 is set out on page 3.

ROUNDING OF AMOUNTS The company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the ‘rounding off’ of amounts in the directors’ report. Amounts in the directors’ report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar.

TAX CONSOLIDATION MYOB Holdings Pty Limited and its 100% owned Australian subsidiaries are part of a tax consolidated group, the head of the tax consolidated group being MYOB Group Pty Ltd.

AUDITOR PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.

Signed in accordance with a resolution of the Board of Directors:

Tim Reed Richard Moore Director Director MYOB Holdings Pty Limited MYOB Holdings Pty Limited

Dated at Melbourne this 23rd day of August 2013

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DIRECTORS’ REPORT

In accordance with a resolution of the directors of MYOB Holdings Pty Limited, we state that: 1. In the opinion of the directors:

(a) The financial statements and notes of the Company and of the consolidated entity are in accordance with the Corporations Act 2001, including:

(i) Giving a true and fair view of the Company's and consolidated entity's financial position as at

30 June 2013 and of their performance for the period ended on that date; and

(ii) Complying with Accounting Standards and Corporations Regulations 2001; and

(b) There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

On behalf of the Board

Tim Reed Richard Moore Director Director MYOB Holdings Pty Limited MYOB Holdings Pty Limited Melbourne, 23rd of August 2013

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Note 2013 2012

$'000 $'000

Revenue 115,757 107,972

Expenses

Staff related expenses (42,036) (36,558)General office / administration (10,589) (10,484)Direct materials (2,957) (2,252) Royalties (1,331) (1,165) Reseller commissions (3,255) (2,933) Marketing expenses (3,993) (3,618)Other expenses (3,008) (2,148)Depreciation and amortisation expenses (30,805) (31,475)Interest received 143 253 Finance cost (29,548) (26,605)

(Loss) from operations before income tax (11,622) (9,013)Income tax benefit 7 5,335 4,174

(Loss) from operations after income tax (6,287) (4,839)

(Loss) for the period is attributable to:

Owners of the parent (6,287) (4,839)

Consolidated income statement FOR THE HALF-YEAR ENDED 30 JUNE 2013

The above income statement should be read in conjunction with accompanying notes.

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2013 2012

$'000 $'000

(Loss) from operations after income tax (6,287) (4,839)

Other comprehensive income / (loss)

Foreign currency translation 763 457

Change in fair value of cash flow hedges 1,167 (4,517)

Other comprehensive income / (loss) for the period, net of tax 1,930 (4,060)

Total comprehensive (loss) for the period (4,357) (8,899)

Total comprehensive (loss) for the period is attributable to:

Owners of the parent (4,357) (8,899)

Consolidated statement of comprehensive income FOR THE HALF-YEAR ENDED 30 JUNE 2013

The above statement of comprehensive income should be read in conjunction with accompanying notes.

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2013 2012

June December

$'000 $'000

ASSETS

Current Assets

Cash and cash equivalents 20,866 5,268 Trade and other receivables 11,322 6,406 Inventories 478 409 Other current assets 19,017 8,496 Current tax receivables 84 175 Total current assets 51,767 20,754

Non-current Assets

Property, plant and equipment 12,457 5,938 Intangible assets & goodwill 1,280,800 1,195,291 Derivative financial instruments 108 - Total non-current assets 1,293,365 1,201,229 TOTAL ASSETS 1,345,132 1,221,983

LIABILITIES

Current Liabilities

Trade and other payables 28,198 20,891 Loans from related parties 64,137 - Interest-bearing loans and borrowings 24,441 4,412 Unearned revenue 41,823 43,318 Provisions 9,437 8,340 Total current liabilities 168,036 76,961

Non-current Liabilities

Non-current payables - 34 Interest-bearing loans and borrowings 605,369 558,729 Deferred tax liabilities 10,892 22,741 Provisions 3,360 1,143 Derivative financial instruments 5,297 6,850 Total non-current liabilities 624,918 589,497 TOTAL LIABILITIES 792,954 666,458 NET ASSETS 552,178 555,525

EQUITY

Contributed equity 612,941 612,359 Retained earnings (60,929) (54,642) Reserves 166 (2,192) TOTAL EQUITY 552,178 555,525

Consolidated balance sheetAS AT 30 JUNE 2013

The above balance sheet should be read in conjunction with accompanying notes.

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Issued capital

Foreign

currency

translation

reserve

Cash flow

hedge reserve

Management

shares reserve

Retained

earnings Total equity

$'000 $'000 $'000 $'000 $'000 $'000

At 1 January 2013 612,359 1,020 (4,282) 1,070 (54,642) 555,525

(Loss) for the period - - - - (6,287) (6,287) Other comprehensive income (net of tax) - 763 1,167 - - 1,930 Total comprehensive income / (loss) for the period - 763 1,167 - (6,287) (4,357)

Transactions with owners in their capacity as owners:

Management share scheme - - 428 - 428 Issue of share capital 582 - - - - 582 At 30 June 2013 612,941 1,783 (3,115) 1,498 (60,929) 552,178

At 1 January 2012 532,689 (538) 529 - (39,865) 492,815

(Loss) for the period - - - - (4,839) (4,839) Other comprehensive income / (loss) (net of tax) - 457 (4,517) - - (4,060) Total comprehensive income / (loss) for the period - 457 (4,517) - (4,839) (8,899)

Transactions with owners in their capacity as owners:

Management share scheme - - 428 - 428 Issue of share capital - - - - - At 30 June 2012 532,689 (81) (3,988) 428 (44,704) 484,344

Consolidated statement of changes in equityFOR THE HALF-YEAR ENDED 30 JUNE 2013

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2013 2012

June June

$'000 $'000

Cash flows from operating activities

Receipts from customers 115,702 111,749 Payments to suppliers and employees (60,954) (57,408) Finance costs (25,754) (22,932) Income tax (paid) / received (321) 73 Interest received 143 253 Management fees paid (1,160) (81) Restructuring costs (1,753) (1,897)

Net cash flows from operating activities 25,903 29,757

Cash flows from investing activities

Purchase of property, plant and equipment (6,977) (1,418) Payment for acquisition of subsidiary, net of cash acquired (113,145) - Capitalised internally generated software costs (2,462) (1,583) Purchase of Intangible assets - (4,666)

Net cash flows used in investing activities (122,584) (7,667)

Cash flows from financing activities

Debt raised 62,463 - Repayment of borrowings - (7,500) Issue of share capital 582 - Increase in related party borrowings 49,650 411

Net cash flows from financing activities 112,695 (7,089)

Net increase in cash and cash equivalents 16,014 15,001 Net foreign exchange differences (416) 41 Cash and cash equivalents at beginning of period 5,268 9,718

Cash and cash equivalents at end of period 20,866 24,760

Consolidated statement of cash flowsFOR THE HALF-YEAR ENDED 30 JUNE 2013

The above Cash Flow Statement should be read in conjunction with the accompanying notes.

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1 CORPORATE INFORMATION

2 PREPARATION OF INTERIM FINANCIAL REPORT

3 COMPARATIVE INFORMATION

The accounting policies adopted are consistent with those of the previous financial year.

Where necessary, the comparatives have been reclassified to be consistent with the current year disclosures.

The entity is a for-profit entity for the purpose of preparing the financial statements.

This condensed consolidated interim financial report for the half-year reporting period ended 30 June 2013 has been prepared in accordance with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001.

Notes to the Financial Statements FOR THE HALF-YEAR ENDED 30 JUNE 2013

The consolidated financial statements and notes represent those of MYOB Holdings Pty Limited (parent) and its consolidated entities ("the Group"). The financial statements were authorised for issue on 23 August 2013 by the directors of the company.

The directors have the power to amend and reissue the financial statements.

The nature of the operations and principal activities of the Group are described in the Directors' Report.

Registered Office: Level 3, 235 Springvale Road, Glen Waverley, Victoria 3150.

The amounts represented in the financial statements have been rounded to the nearest thousand dollars.

The condensed consolidated interim financial statements and notes provide comparative information for the half-year ended 30 June 2013.

This condensed consolidated interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2012.

The Statement of Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows provide comparative information for the half-year ended 30 June 2012. The Balance Sheet provides comparative information as at 31 December 2012.

These financial statements have been prepared on an accruals basis and are based on historical costs, as modified where applicable by the measurement at fair value of derivatives. Notwithstanding the deficiency in net current assets in the Group, the directors have determined the entity can continue as a going concern as the consolidated future cash flows will be sufficient to cover the shortfall, along with active management of costs and use of facilities over the next 12 months.

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Notes to the Financial Statements FOR THE HALF-YEAR ENDED 30 JUNE 2013

4 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

4.1 Unearned revenue includes recognition of bundle sales

4.2 Estimated impairment of goodwill

4.3 Recovery of deferred tax assets

4.4 Make good provisions

5 EVENTS OCCURRING AFTER THE BALANCE SHEET DATE

The sale will enable the MYOB Group to focus and invest in core business areas with the greatest potential for high growth.

On the 31st July 2013 the MYOB Group sold the Hosting component (SmartyHost & Ilisys) of the Websites division to UberGlobal, one of the main providers of domain and hosting services in Australia. The consideration received was $3.2 million for the sale of business and $2.3 million for future licensing arrangements.

A provision has been made for the value of anticipated costs of future restoration of leased premises. The provision includes future cost estimates associated with closure, removal of internal partitioning and general clean up. The calculation of this provision includes estimates around the current market cost per square metre to make good the premises. These estimates may result in future actual expenditure differing from the amounts currently provided. The provision recognised for each location is periodically reviewed and updated based on the facts and circumstances available at the time. Changes to the estimated future costs for sites are recognised in the statement of financial position by adjusting both the expense or asset (if applicable) and provision.

The Group determines whether goodwill and intangibles with indefinite useful lives are impaired at least on an annual basis. This requires an estimation of the recoverable amount of the cash-generating units to which the goodwill and intangibles with indefinite useful lives are allocated.

The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

Upgrade / bundle sales are recognised in the balance sheet upon generation of an invoice to recognise the contractual commitment. Income is released to the profit and loss as it is earned and the service is provided e.g.: evenly over the life of the contract / agreement. Although bundle sales contain a “software” component in the form of an upgrade, the timing of the delivery of that upgrade will vary depending on the purchase / start date of the contract and the value of that component is difficult to substantiate. Therefore rather than identifying the “software” component and recognising that portion of the revenue at point of sale, the income is evenly recognised across the life of the contract thus treating all “on going” contracts consistently.

Deferred tax assets are recognised for deductible temporary differences as management considers that it is probable that sufficient taxable temporary differences are expected to reverse in a future period or future taxable profits will be available to utilise those temporary differences. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits over the next two years together with future tax planning strategies.

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6 SEGMENT INFORMATION

6.1 Description of segments

6.2

Half-year 2013 Business Accountants Enterprise & Corporate Total

Division Division Web Division

$'000 $'000 $'000 $'000 $'000

61,245 41,997 12,424 91 115,757

2,612 1,038 3,893 - 7,543Staff related expenses 18,021 12,386 4,317 5,804 40,528Other operating expenses 4,775 3,613 502 4,755 13,645

Contribution 35,837 24,960 3,712 (10,468) 54,041

30,805Non-recurring expenses 2,445

3,008Finance costs 29,405(Loss) before tax (11,622)

Aust NZ Total

$'000 $'000 $'000

102,650 13,107 115,757

Segment revenue

Direct materials / Royalties / Reseller Commissions

Notes to the Financial Statements (continued)FOR THE HALF-YEAR ENDED 30 JUNE 2013

Management has determined the operating segments based on the reports reviewed by the operational business review committee. The committee analyses the Group's activities by operating divisions which are organised and managed separately according to the nature of the customers they service, with each segment offering different products and serving different markets. The committee reviews each of the operating divisions down to EBITDA.

The Business division provides business management software and services to small and medium enterprises. The Accountants division provides business software and services to accounting professionals in practice. The Enterprise division provides business management software and services to medium enterprises.

There are no significant transactions between segments.

Reporting Segments

(a) Revenue

(b) Other profit and loss disclosures

Depreciation and amortisation

Other expenses

(c) Revenue by Country

Segment revenue

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Notes to the Financial Statements (continued)FOR THE HALF-YEAR ENDED 30 JUNE 2013

6 SEGMENT INFORMATION (continued)

Aust NZ Asia Total

$'000 $'000 $'000 $'000

10,036 2,124 297 12,4571,131,449 149,351 - 1,280,8001,141,485 151,475 297 1,293,257

Half-year 2012

Business Accountants Enterprise & Corporate Total

Division Division Web Division

$'000 $'000 $'000 $'000 $'000

58,382 37,390 11,686 514 107,972

2,013 688 3,649 - 6,350Staff related expenses 14,456 11,113 3,851 5,335 34,754Other operating expenses 3,924 3,383 897 5,136 13,340

Contribution 37,989 22,206 3,289 (9,957) 53,528

31,475Non-recurring expenses 2,566

2,148Interest 26,352(Loss) before tax (9,013)

Aust NZ Total

$'000 $'000 $'000

96,034 11,938 107,972

Aust NZ Asia Total

December-2012 December-2012 December-2012 December-2012

$'000 $'000 $'000 $'000

4,873 719 346 5,9381,157,180 38,111 - 1,195,2911,162,053 38,830 346 1,201,229

Segment revenue

(d) Non-Current Assets by Country

Property, plant and equipmentIntangible assets & goodwillTotal

(c) Revenue by Country

Depreciation and amortisation

Other expenses

(a) Revenue

Segment revenue

(b) Other profit and loss disclosures

Direct materials / Royalties / Reseller Commissions

Intangible assets & goodwillTotal

Property, plant and equipment

(d) Non-Current Assets by Country

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7 INCOME TAX EXPENSE

2013 2012

$'000 $'000

Numerical reconciliation of income tax expense to prima facie tax payable

(Loss) from operations before income tax (11,622) (9,013)

Tax at the Australian tax rate of 30% (2012 - 30%) (3,487) (2,704) Tax effect of amounts which are not deductible (taxable) in calculating taxable income:

Amortisation of intangibles 326 - Entertainment, Legal/Consultant fees and Management shares 238 196 Research and Development Concession (2,085) (332) Derivative valuation not realised for tax (75) 150 Non-deductible acquisition costs 168 17 Sundry items 82 40

(1,346) 71

Difference in overseas tax rate (21) (67) Adjustments for current tax of prior periods (481) (1,474)

Income tax (benefit) (5,335) (4,174)

Notes to the Financial Statements (continued)FOR THE HALF-YEAR ENDED 30 JUNE 2013

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8 DERIVATIVE FINANCIAL INSTRUMENTS

(a) Fair values of derivative financial instruments

2013 2012

June December

$'000 $'000

Level 2 Level 2Derivatives used for hedging:Assets 108 - Liabilities 5,297 6,850

(b) Fair values of other financial instruments

Carrying amount Fair value

$'000 $'000

Current receivables

- Trade and other receivables 11,322 11,322 11,322 11,322

Current liabilities

- Interest-bearing loans and borrowings 24,441 24,441 - Trade and other payables 28,198 28,198 - Loans from related parties 64,137 64,137

116,776 116,776

Non-current liabilities

- Interest-bearing loans and borrowings 605,369 605,369 605,369 605,369

Due to their short-term nature, the carrying amounts of current receivables, current payables and current borrowings is assumed to approximate their fair value

Notes to the Financial Statements (continued)FOR THE HALF-YEAR ENDED 30 JUNE 2013

All derivative assets and liabilities are classed as Level 2, meaning the valuations have inputs other than quoted prices that are observable for the asset or liability.

The fair value of financial instruments that are not traded in an active market (for example, over–the– counter derivatives) is determined using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

The group also has a number of financial instruments which are not measured at fair value in thebalance sheet. These had the following fair values as at 30 June 2013:

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9 BUSINESS COMBINATION

$'000

Purchase consideration 113,836 Total purchase consideration 113,836

Fair value

$'000

Cash and cash equivalents 692 Property, plant and equipment 843 Receivables 4,052 Payables (2,284)Net deferred tax assets 13 Provisions (641)

2,675

Add: goodwill / intangible assets 111,161 113,836

(i) Transaction costs

(ii) Revenue contribution

Initial Accounting

Notes to the Financial Statements (continued)FOR THE HALF-YEAR ENDED 30 JUNE 2013

The consideration, net asset value and purchase price allocation are still preliminary and may be subject to change. The acquisition accounting will be finalised within 12 months of the acquisition date.

Transaction costs of $0.21 million have been expensed in the period in relation to business combination.

The acquired business contributed revenue of $2.7 million to the group for the period from 1 June 2013 to 30 June 2013.

On 31 May 2013, MYOB Holdings Pty Limited acquired BankLink, a provider of transactional services for consideration of AUD $113,836,000 (NZ $136,000,000). MYOB owns 100% of the acquired business.

Details of the preliminary purchase consideration, the net assets acquired and goodwill are as follows:

The assets and liabilities recognised as a result of the acquisition are as follows:

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