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Ashley Services Group Limited A > 11 Holbeche Road PO > PO BOX 166 T > 02 9672 7777

ABN 92 094 747 510 Arndell Park NSW 2148 Blacktown NSW 2148 F > 02 9672 7007 W > ashleyservicesgroup.com.au

ASX Announcement Friday 29 August, 2014

Ashley Services Group – Full Year Financial Results FY14 Highlights

• Pro forma Revenue, EBITDA and cash flow slightly exceeds Prospectus forecasts • Pro forma NPATA in line with Prospectus forecasts • FY15 Prospectus forecasts reaffirmed

Sydney, Training and labour hire company, Ashley Services Group Limited (“ASH” or “the Company”) is pleased to announce its results for the year ended 30 June 2014. ASH listed on the ASX on 21 August, 2014. The Company delivered the following key financial results for pro forma FY14:

• group revenue of $287.1 million was slightly ahead of Prospectus forecasts, with Labour Hire and Training divisions both exceeding forecasts;

• earnings before interest, tax, depreciation and amortisation (EBITDA) of $22.9 million, slightly ahead of Prospectus forecasts;

• net profit after tax, but before amortisation for intangibles arising from accounting for acquisitions (NPATA) of $15.0 million, in line with Prospectus forecasts;

• cash conversion ratio was 85% compared to 64.7% in Prospectus forecasts, due to improved cash collection; and

• cash, less debt, (including amounts payable to the vendor of Integracom) as at 30 June 2014 was $0.3 million.

“Following a strong debut on the ASX in recent weeks, the Company has delivered on its benchmarks for the 2014 financial year. The result is indicative of this Company’s ability to deliver sustainable growth, in line with the track record established under the leadership of Ross Shrimpton. We look forward to continued success as the company executes its plan for growth, both organically and through acquisitions,” said Peter Turner, Chairman of Ashley Services Group. Outlook The Board and Management of ASH have reaffirmed the forecasts for FY15, as outlined in the Prospectus.

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Ashley Services Group Limited A > 11 Holbeche Road PO > PO BOX 166 T > 02 9672 7777

ABN 92 094 747 510 Arndell Park NSW 2148 Blacktown NSW 2148 F > 02 9672 7007 W > ashleyservicesgroup.com.au

The key areas of focus include: • retaining and improving overall gross margin; • increasing enrolments in VET training for the public market in Queensland and NSW

as the demand driven model is introduced in these states in the second half of the CY14;

• continuing to leverage relationships with clients to identify opportunities for cross-referral revenues between the company’s Labour Hire and Training divisions;

• focus on new industry sectors, in particular telecommunications, following the acquisition of Integracom at the time of the Initial Public Offer.

Investor Conference Call Investors are invited to join a conference call hosted by Ross Shrimpton, Managing Director and Vince Fayad, Interim CFO on Monday 1 September at 11.00am AEST. To access the call please use the dial in details below: Conference ID: 870 787 Conference Call Toll-Free Access Numbers

Australia 1800 558 698 New Zealand 0800 453 055 Japan 0053 116 1281 China 4001 200 659 Singapore 800 101 2785 Canada 1855 8811 339 United Kingdom 0800 051 8245 Hong Kong 800 966 806 United States 1855 8811 339

For all other locations please dial: +61 2 9007 3187 -ENDS- For further information, please contact: Ross Shrimpton Managing Director Telephone: +61 2 9672 7777 Email: [email protected]

Kyahn Williamson Investor and Media Relations Buchan Consulting Telephone +61 3 9866 4722 or +61 401 018828 Email: [email protected]

About Ashley Services Group Originally founded in 1968, Ashley Services Group operates businesses specialising in training and labour hire. In 1999 the Company was acquired by the major shareholder of Ashley Services and has subsequently grown and diversified. The company listed on the ASX in August 2014. As a Vocational Education Training (VET) provider, the Training business services a wide range of clients in the corporate and public markets, offering training for 97 qualifications, in 96 locations across Australia. Ashley Services’ Labour Hire business provides services to large national and multi-national clients. It is a leading labour hire provider to the warehouse and logistics industries, and also has a growing presence as a provider to the horticultural, manufacturing and trades industries.

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Ashley Services Group Limited (ASX: ASH) ABN: 92 094 747 510

ASHLEY SERVICES GROUP - APPENDIX 4E

PRELIMINARY CONSOLIDATED FINAL REPORT 2014 1

ASX Preliminary Consolidated Final Report Year Ended 30 June 2014

Lodged with the ASX under Listing Rule 4.3A

29 August 2014

1. DETAILS OF REPORTING PERIODS:

The current reporting period is the 12 months to 30 June 2014. The previous corresponding

reporting period was for the 12 months to 30 June 2013. The consolidated statement of profit or loss

and other comprehensive income and consolidated statement of financial position relates to Ashley

Services Group Limited (“ASH” and its controlled entities). These statements do not include a number of

entities which were acquired on 1 July 2014 as well as the Integracom Unit Trust (“Integracom”) – refer to

Note 10 for further details. Details of the pro-forma consolidated statement of profit or loss and other

comprehensive income and consolidated statement of financial position have been detailed in a separate

presentation.

2. RESULTS FOR ANNOUNCEMENT TO THE MARKET:

Results:

2014 2013

Movement $000 $000

Revenue from ordinary activities 196,719 106,311 85.04%

Profit from ordinary activities after tax attributable to members 2,989 2,917 2.47%

Profit for the year attributable to members 2,989 2,917 2.47%

Refer to Note 12 for brief commentary on the results.

Dividends:

Record Date Payment Date

Cents Per Share

Franked Amount Per Share (Cents)

Final Dividend – 2014 06 January 2014 06 January 2014 87,229.59 87,229.59

Final Dividend – 2013 10 January 2013 10 January 2013 157,013.26 157,013.26

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3. CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME:

2014 2013

Note $000 $000

Revenue 1 196,719 106,311

Other Income 1 565 798

Cost of Sales

(181,268) (93,699)

Employee benefits expense

(7,595) (5,403)

Occupancy expense

(871) (756)

Travel expense

(111) (187)

Advertising and marketing expense

(221) (225)

Management fees

(557) (493)

Audit, legal and professional fees 2b (107) (105)

Insurance expense

(235) (184)

Depreciation and amortisation expense 2a (349) (139)

Finance costs 2a (253) (203)

Consulting fees

(422) (283)

Other expenses

(1,002) (1,019)

Profit before income tax

4,293 4,414

Income tax expense

(1,304) (1,496)

Profit for the year

2,989 2,917

Other comprehensive income

- -

Total comprehensive income for the year

2,989 2,917

Basic earnings per share (cents) 104,285.56 101,793.28

Diluted earnings per share (cents) 104,285.56 101,793.28

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4. CONSOLIDATED STATEMENT OF FINANCIAL POSITION:

Note

2014 2013

$000 $000

Assets

Current assets

Cash and cash equivalents

61 367

Trade and other receivables 3 48,865 9,365

Financial Asset

3,967 -

Other assets

473 406

Total current assets

53,366 10,138

Non-current assets

Trade and other receivables 3 - 23,728

Property, plant and equipment

1,246 716

Deferred tax assets

3,634 1,543

Intangible assets

11,499 6,697

Financial Asset

- 5,951

Total non-current assets

16,379 38,635

Total assets

69,745 48,773

Liabilities

Current liabilities

Trade and other payables 4 51,194 8,304

Borrowings

4,746 -

Other liabilities 212 -

Current tax payable

2,478 358

Provisions

1,109 243

Total current liabilities

59,739 8,905

Non-current liabilities

Trade and other payables 4 - 28,965

Other liabilities

180 -

Deferred tax liabilities

803 917

Provisions

148 153

Total non-current liabilities

1,131 30,035

Total liabilities

60,870 38,940

Net assets

8,875 9,833

Equity

Share capital

3 1,450

Retained Earnings

8,872 8,383

Total Equity

8,875 9,833

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5. CONSOLIDATED STATEMENT OF CASH FLOWS:

Note 2014 2013

$000 $000

Cash from operating activities

Receipts from customers

208,431 104,194

Payments to suppliers and employees

(206,226) (97,993)

Interest received

188 495

Finance costs paid

(133) (93)

Income taxes paid

(2,154) (2,604)

Total cash inflow / (outflow) from operating activities

106 3,999

Cash flows from investing activities

Payment for property, plant and equipment

(827) (445)

Proceeds from sale of property plant and equipment

47 72

Business combination acquired net of cash 8 (3,792) -

Payment for intangible assets - (533)

Net cash inflow/ (outflow) from investing activities (4,572) (906)

Cash flows from financing activities

Net proceeds from external borrowings 2,957 -

Net repayments of related party borrowings 5,150 3,497

Dividend paid (2,500) (4,500)

Repayment of capital (1,447) -

Net cash inflow / (outflow) from financing activities 4,160 (1,003)

Net cash (decrease) / increase in cash and cash equivalents (306) 2,090

Cash and cash equivalents at beginning of year 367 (1,723)

Cash and cash equivalents at the end of the year 61 367

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6. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY:

Share capital

Retained Earnings

Total

$000 $000 $000

2014

Balance at 1 July 2013 1,450 8,383 9,833

Profit for the year - 2,989 2,989

Other comprehensive income for the year - - -

Total comprehensive income for the year 1,450 11,372 12,822

Dividends paid - (2,500) (2,500)

Repayment of capital (1,447) - (1,447)

Balance at 30 June 2014 3 8,872 8,875

2013

Balance at 1 July 2012 1,450 9,966 11,416

Profit for the year - 2,917 2,917

Other comprehensive income for the year - - -

Total comprehensive income for the year 1,450 12,883 14,333

Dividends paid - (4,500) (4,500)

Balance at 30 June 2013 1,450 8,383 9,833

NOTE 1 - REVENUE AND OTHER INCOME

2014 2013

$000 $000

Operating activities:

Training revenue 3,033 5,093

Labour hire revenue 193,686 101,218

196,719 106,311

Other income:

Interest received 188 495

Sundry income 75 73

Administration charges recovered 302 230

565 798

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NOTE 2 - EXPENSES

a. Expenses

2014 2013

$000 $000

Finance costs

Bank fees 120 94

253 203

Depreciation

Motor vehicles 96 31

Office equipment 138 88

Leasehold improvements 67 20

301 139

Amortisation

Amortisation of customer contracts and relationships 48 -

b. Auditor’s remuneration

2014 2013

$000 $000

Auditor of the parent entity – Grant Thornton1

Audit or review of financial reports under the Corporations Act 2001 30 60

Tax advisory1

3 16

Other assurance services 2 205 -

238 76

Other entities

In addition to the above, the related entities detailed in section 12 have also paid fees to the auditor, Grant Thornton and these are as follows:

Audit or review of financial reports under the Corporations Act 2001 58 52

Tax advisory 30 18

88 70

Note:

1. Trood Pratt were the tax agents and auditors of the parent entity in 2013

2. Fees in relation to Investigating Accountant services for the initial public offering. These fees have been capitalised as at 30 June 2014 and will be expensed in FY 2015

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NOTE 3 – TRADE AND OTHER RECEIVABLES

Note

2014 2013

$'000 $'000

Current

Trade receivables (a) 20,384 6,936

Allowance for impairment of receivables (b) (564) (504)

Other receivables

835 2,933

Loans to related entities (c) 28,210 -

48,865 9,365

Non-Current

Loans to related entities (c) - 23,728

- 23,728

a. Ageing of Trade Receivables

2014 2013

$'000 $'000

Current 0 – 30 days 13,779 4,960

Past due 31 – 60 days 5,952 1,313

Past due 60+ days 653 663

Total 20,384 6,936

b. Allowance for impairment of receivables

2014 2013

$'000 $'000

Balance at beginning of year (504) (272)

Increase in allowance recognised in profit or loss (60) (232)

Balance at end of year (564) (504)

c. Loans to related Entities

All loans are unsecured and non-interest bearing. Since balance date, with the acquisition by ASH of the various related entities, the loans will no longer be considered an external asset or liability to the consolidated group which makes-up ASH and will be eliminated on consolidation. As a result of the acquisition by ASH, the loans receivable and payable have been re-classified from non-current to current.

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NOTE 4 – TRADE AND OTHER PAYABLES

2014 2013

$'000 $'000

Current

Trade payables 732 366

Accrued expenses 4,067 2,542

GST Payable 2,626 2,378

Sundry Creditors 7,156 3,018

Loans from related parties 36,613 -

51,194 8,304

Non-Current

Loans from related parties - 28,965

- 28,965

a. Loans to related Entities

Refer to the comments made in note 3(c) above.

NOTE 5 - DIVIDENDS:

Date of Payment

Cents Per Share

Shares on Issue

Total Dividend Amount

$

Final Dividend – 30 June 2014 06 January 2014 87,229.59 2,866 2,500,000

Final Dividend – 30 June 2013 10 January 2013 157,013.26 2,866 4,500,000

NOTE 6 - DETAILS OF DIVIDEND REINVESTMENT PLANS IN OPERATION:

There are no dividend reinvestment plans in operation. All dividends paid and proposed are on ordinary

shares, are fully franked at 30% tax rate and do not comprise any foreign sourced income.

NOTE 7 - NET TANGIBLE ASSETS PER ORDINARY SHARE:

2014 2013

Net tangible assets / (liabilities) ($) (2,624,000) 3,136,000

Shares on Issue 2,866 2,866

Net tangible assets / (liabilities) per share ($) (915.56) 1,094.21

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NOTE 8 - DETAILS OF ENTITIES OVER WHICH CONTROL HAS BEEN GAINED OR LOST:

Name of the entity, date gained or lost control, segment reporting or contribution to overall performance.

Name Date of

acquisition

Purchase price $000

Percentage owned

Contribution to Group profits

$000

Concept Engineering Pty Limited 1 May 2014 4,500 100% 147

For the purposes of the cash flow, the cash outflow, less the cash on hand as at the date of acquisition has

been reflected in the consolidated statement of cash flows and details of this amount are as follows:

2014 2013

$000 $000

Payment for the acquisition (including the deferred amount) 4,401 -

Less deferred consideration (392) -

Cash paid on acquisition 4,009 -

Less: cash on acquisition (217) -

Net cash outflow 3,792 -

NOTE 9 - DETAILS OF ASSOCIATED JOINT VENTURE:

ASH does not have any interest in associates or joint venture entities.

NOTE 10 - ANY OTHER SIGNIFICANT INFORMATION:

The following significant events have occurred since 1 July 2014:

ASH acquired the following related entities (owned by Ross Shrimpton and Marc Shrimpton and their

related family entities - referred to as the “ASH Consolidation”):

ADV Services Pty Limited;

Ashley Institute Holdings Pty Limited;

TBRC Holdings Pty Limited;

Tracmin Pty Limited; and

Australian Institute of Vocational Development Pty Limited.

on the 20 August 2014, ASH completed the acquisition of the Integracom Unit Trust. The consideration

payable in relation to this acquisition comprised of $31.8 million of cash, shares of $10.0 million (being

6 million new shares in Ashley Services at $1.66 per share), plus profits for the period from 1 July 2014

up to the date of completion. In addition, a deferred consideration component amounting to $15

million which is payable over three years based on certain performance criteria being met and which

has been assessed as having a present value of $13.4 million;

on the 21 August 2014, the Company listed 150 million shares at a price of $1.66 per share on the

Australian Securities Exchange; and

the conditions precedent for the establishment of the $24.0 million facility with BankWest Limited

have been largely met and such facility will be available for draw-down, in the event that it is required.

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NOTE 11 – ACCOUNTING STANDARDS USED BY FOREIGN ENTITIES: Ashley Services Group Limited is public company, incorporated and domiciled in Australia. The information used in this preliminary consolidated final report have been based on the accounting policies of the group that are in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. These accounting policies were disclosed in the Ashley Services Group Pty Limited 30 June 2013 accounts, lodged with the ASX as part of the listing on 21 August 2014.

These financial statements and notes comply with International Financial Reporting Standards as issued by

the International Accounting Standards Board.

NOTE 12 – RESULTS FOR THE PERIOD:

The Company’s business largely comprises of labour hire and is the owner of “Action Workforce”

brand.

Key points to note in relation to ASH’s result are:

revenues are up on prior year largely reflecting the securing of a major logistics supplier,

as well as the full effect of the OneForce acquisition;

gross margin is down from 12% to 8%, due the change in strategy for larger clients who

are capable of providing cross-selling training opportunities. However, these clients are

subject to greater margin pressures in respect of the labour hire business and

consequently, this is the reason for the decrease in gross margin ; and

increase in employee and occupancy costs to cater for the expansion in operations.

ASH considers that a more meaningful explanation of its results and statement of financial

position are on a pro-forma basis, incorporating the entities listed in section 12 above. A

separate analysis can be found in the accompanying market presentation.

NOTE 13 - THIS REPORT IS BASED ON ACCOUNTS TO WHICH ONE OF THE FOLLOWING

APPLIES:

The financial report is in the process of being audited.

NOTE 14 - DESCRIPTION OF ANY LIKELY AUDIT DISPUTE OR QUALIFICATION:

The financial report is not likely to contain an independent audit report that is subject to a

modified opinion, emphasis of matter or other matter paragraph.

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