CLOUD BASED TALENT MANAGEMENT INFORMATION MEMORANDUM

Transcription

1 CLOUD BASED TALENT MANAGEMENT INFORMATION MEMORANDUM OFFER OF ORDINARY SHARES TO RAISE BETWEEN $500,000 AND $1,000,000

2 IMPORTANT INFORMATION The Offer contained in this Information Memorandum is an invitation to acquire Shares in HR Tools Pty Ltd, referred to within this Information Memorandum as the Company. LODGEMENT AND LISTING This Information Memorandum is dated August NOTE TO APPLICANTS The information in this Information Memorandum is not financial product advice and does not take into account your investment objectives, financial situation or particular needs. This Information Memorandum should not be construed as financial, taxation, legal or other advice. The Company is not licensed to provide financial product advice in respect of its Securities or any other financial products. This Information Memorandum is important and should be read in its entirety prior to deciding whether to invest in the Securities. There are risks associated with an investment in the Securities which must be regarded as a speculative investment. Some of the risks that should be considered are set out in page 36 You should carefully consider these risks in light of your personal circumstances (including financial and tax issues). There may also be risks in addition to these that should be considered in light of your personal circumstances. If you do not fully understand this Information Memorandum or are in doubt as to how to deal with it, you should seek professional guidance from your stockbroker, lawyer, accountant or other professional adviser before deciding whether to invest in the Securities. No person named in this Information Memorandum warrants or guarantees the Company s performance or any return on investment made pursuant to this Information Memorandum. INTERMEDIARY AUTHORISATION The Company does not hold an AFSL under the Corporations Act. Accordingly, the Offer will be made pursuant to an arrangement between the investor and the Company under section 911A (2) (b) of the Corporations Act. The Company will only make offers to people to arrange for the issue of Securities in accordance with such offers if they are accepted. Daniel McDonald, Chris Razzell and DLA Piper will manage the Offer on behalf of the Company. Chris Razzell, Daniel McDonald and DLA Piper do not guarantee the success or performance of the Company or the returns (if any) to be received by investors. Chris Razzell, Daniel McDonald or DLA Piper is responsible for, or has caused the issue of, this Information Memorandum. NO OFFER WHERE OFFER WOULD BE ILLEGAL This Information Memorandum does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Securities in any jurisdiction outside Australia and New Zealand. The distribution of this Information Memorandum outside Australia and New Zealand may be restricted by law and persons who come into possession of this Information Memorandum outside Australia and New Zealand should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws FINANCIAL INFORMATION AND AMOUNTS The pro forma financial information is presented in Australian dollars and has been prepared in accordance with recognition and measurement requirements of Australian Accounting Standards. DISCLAIMER No person is authorised by the Company to give any information or make any representation in connection with the Offer that is not contained in the Information Memorandum. Any information or representation not contained in this Information Memorandum may not be relied on as having been authorised by the Company, its Directors or any other person in connection with the Offer. The Company s business, financial condition, results of operations and prospects may have changed since the date of this Information Memorandum. This Information Memorandum contains forward looking statements concerning the Company s business, operations, financial performance and condition as well as the Company s plans, objectives and expectations for its business, operations, financial performance and condition. Any statements contained in this Information Memorandum that are not of historical facts may be deemed to be forward looking statements. You can identify these statements by words such as aim, anticipate, assume, believe, could, due, estimate, expect, goal, intend, may, objective, plan, predict, potential, positioned, should, target, will, would and other similar expressions that are predictions of or indicate future events and future trends. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the Company s business and the industry in which the Company operates and management s beliefs and assumptions. These forward-looking statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond the Company s control. As a result, any or all of the Company s forward-looking statements in this Information Memorandum may turn out to be inaccurate. Factors that may cause such differences or make such statements inaccurate include, but are not limited to, the risk factors described in page 36. Potential investors and other readers are urged to consider these factors carefully in evaluating the forward looking statements and are cautioned not to place undue reliance on the forward-looking statements. These forward-looking statements speak only as at the date of this Information Memorandum. Unless required by law, the Company does not intend to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise. You should, however, review the factors and risks the Company describes in this Information Memorandum. Some numerical figures included in this Information Memorandum have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that preceded them. ELECTRONIC INFORMATION MEMORANDUM This Information Memorandum will be made available in electronic form on the following website: The information on does not form part of this Information Memorandum. The Offer constituted by this Information Memorandum in electronic form is available only to persons receiving this Information Memorandum in electronic form within Australia or New Zealand. Persons who access the electronic version of this Information Memorandum should ensure that they download and read the entire Information Memorandum. If you are unsure about the completeness of this Information Memorandum received electronically, or a printed copy of it, you should contact the Company. A paper copy of this Information Memorandum will be available for Australian and New Zealand residents free of charge by contacting: ASPECT Studios Pty Ltd Tel: (between 8.30am to 5.00pm Sydney, Australia time). PRIVACY The Company will use information provided by investors to allow it to process your Application, service your needs as a security holder, provide facilities and services that you request and carry out appropriate administration of your investment. This means that the Company will need to collect your personal information (for example, your name, address and details of the Shares and Options that you hold). Under the Corporations Act some of this information must be included in the Company s Shareholder and Option holder register, which will be accessible by the public. The Company will only use your information for the purposes for which it was collected, other related purposes and as permitted or required by law. If you do not wish to provide this information, the Company and its Share Registry may not be able to process your Application. The Company may share this information with government and law enforcement bodies if required by law and others who provide services to the Company or on the Company s behalf, some of which may be located outside of Australia. 2 HR TOOLS PTY LTD INFORMATION MEMORANDUM

3 TABLE OF CONTENTS LETTER FROM THE CHAIRMAN 02 EXECUTIVE SUMMARY 03 DETAILS OF THE OFFER 04 COMPANY OVERVIEW 05 ABOUT THE COMPANY 06 EXECUTIVE TEAM 07 PRODUCT OVERVIEW 08 HR TOOLS POWERFUL TOOLS AT YOUR FINGERTIPS 09 MY-PEOPLE 10 MY-REVIEW 11 MY-SURVEY 12 MY-PROJECT 15 MY-TIME, POWERFUL TIME AND ATTENDANCE 16 DEVELOPMENT & MARKETING STRATEGY /2015 PLATFORM DEVELOPMENT STRATEGY /2015 MARKETING STRATEGIES 28 FORWARD COMPANY STRUCTURE & INTELLECTUAL PROPERTY 30 FINANCIAL POSITION 31 INVESTOR STRATEGY 32 CURRENT CAPITAL INVESTMENT 33 LOAN REPAYMENT ARRANGEMENTS 34 SWOT ANALYSIS 36 INVESTMENT OFFERING 37 FORECAST CASH FLOW FORECAST CASH FLOW FORECAST CASH FLOW MARKET ANALYSIS 17 CURRENT MARKETING PRACTICES 18 MARKET ANALYSIS HR TOOLS PTY LTD INFORMATION MEMORANDUM

4 LETTER FROM THE CHAIRMAN 03 August 2015 Dear Investor, On behalf of the Board of Directors of ASPECT Studios, it is my pleasure to invite you to become a security holder of HR Tools Pty Ltd (Company). The Company has been established to provide instantaneous turnkey software to support service based businesses achieving their goals and objectives. The Company is seeking to raise a minimum of $500,000 and a maximum of $1 million under the Offer. WHY HR TOOLS? Based on our observations of the Human Resources Software Market, we believe that now is an excellent time to enter the cloud based business software market. Like any emerging market, there are huge opportunities for growth as companies across a range of industry sectors begin to modernise their aging business support systems (BSS) platforms. Businesses that have been using BSS platforms for over eight years now need to modernise these platforms to support changes in ways of workings and new developments in human resource management. Cloud based platforms such as HR Tools are attractive to corporations for a range of different reasons, there are low implementation costs as companies do not require additional hardware servers or network infrastructure to support them. As HR Tools software is subscription based service there is a slight OPEX increase to an organisation but no up-front CAPEX requirement. All third party costs usually associated with the implementation of Business Support Systems are reduced significantly. There is no requirement for scheduled backups, and there is no requirement to hire support staff. Apart from training (which is also included), the only cost for an organisation choosing HR Tools for their business is the initial setup costs. The board and I believe that now is an excellent time to offer this investment opportunity to investors, as we continue to grow the HR Tools platform and continue to enjoy success as companies choose us as their business support system. The offer for investment we are presenting is an attractive opportunity to gain a foothold in an emerging growth sector at the ground level. The scalability of the HR Tools suite of products enables true financial benefit to be realised for investors as the business goes global and begins supporting companies all over the world. We are excited about realising this opportunity and generating strong returns for investors. I encourage you to read this Information Memorandum in full and carefully consider the information contained in this Information Memorandum before making your investment decision. The Information Memorandum contains detailed information about the Company, the Securities and the risks associated with an investment in the Company. In addition, you should consider any investment in the Company as a long term proposition (at least seven years). I am excited about the outlook for the Company and look forward to welcoming you as a security holder. Yours faithfully, Chris Razzell Director 02 HR TOOLS PTY LTD INFORMATION MEMORANDUM

5 EXECUTIVE SUMMARY HR Tools has been trading for 12 months under the ASPECT Studios Company name ASPECT Studios Pty Ltd; however ASPECT Studios registered a Victorian Business Name (ASPECT HR Tools) which it has used for branding and the registration of the relevant domain names. Over the last financial year, the bulk of the work program for the business has been focussed on the development and commercialisation of its suite of cloud based software products. The business was conceived by the Chief Operating Officer of ASPECT Studios (Daniel McDonald). Initially ASPECT Studios were seeking a software platform to support staff annual reviews, as products on the market were quite costly, ASPECT Studios chose to develop their own software platform to support their international staff base of over 100 employees. Once the review platform was completed, ASPECT Studios were faced with the challenges of creating organisation goals for employees without their being ability to measure employee performance. To solve this problem ASPECT Studios developed a survey tool which could be customisable and sent internally to employees and externally to customers. The results of these surveys provided measurable scoring metrics that could be used in staff reviews and company dashboards. The company has been marketed within Australia and now has companies paying a monthly subscription fee for access to the HR Tools suite. Development on the platform has continued and three new applications have been added to the suite to support HR Management, Project Administration and employee time and attendance. ASPECT Studios has invested $75,000 in the business to date and is committed to investing a further $80,000 in the business. The goal of this Information Memorandum is to raise a minimum of $500,000 to complete the commercialisation of the platform and support the establishment of a workplace, administration staff, management staff and fund the forward marketing and development program of the business globally. The applications when completed were intuitive and easy to use; as a result there was great participation and use across the employee base within ASPECT Studios. The developed products were so good, Daniel McDonald and ASPECT s group CEO decided that the platform could be easily adjusted to make it multi-company capable. When completed, ASPECT Studios made the products commercially available. Each product was branded independently and available within the online menu under its respective brand name, HR Tools. 03 HR TOOLS PTY LTD INFORMATION MEMORANDUM

6 DETAILS OF THE OFFER WHAT IS THE OFFER? The Company is offering Shares for purchase to raise up to a minimum aggregate of $500,000. The offer is open to any interested parties with any shareholder achieving a shareholding greater than 20% will be awarded a seat on the board of directors of HR Tools. MINIMUM SUBSCRIPTION The Minimum Subscription required for the Offer to proceed is $250,000. If the Minimum Subscription is not obtained within four months after the date of this Information Memorandum, the Company will repay all Application Monies and Service Fees in full without interest as soon as practicable or issue a supplementary or replacement Information Memorandum and allow Applicants one month in which to withdraw their Applications and be repaid their Application Monies and Service Fees in full without interest. After the offer has been completed and capital raised, ASPECT Studios will have the company valued annually at the end of each financial year. This valuation will be submitted to shareholders upon receipt of the valuation by the board of directors. HR Tools board of directors will decide the dividend payment to shareholders at the end of the financial year when the annual return has been completed by an external accounting partner. Shareholders owning shares in HR Tools will be permitted to sell their shares to any interested parties. The short term return on the investment will be delivered by selling off the sales business once certain key milestones are met. Once the sales division is sold and or franchised, HR Tools will continue long term revenue growth through licensing the intellectual property and development of the technology through various sales, marketing and distribution channels. It is the long term ambition of the board of directors of HR Tools to release an IPO on the Australian Stock Exchange (ASX) by end of financial year HR TOOLS PTY LTD INFORMATION MEMORANDUM

7 COMPANY OVERVIEW HR TOOLS PTY LTD INFORMATION MEMORANDUM

8 ABOUT THE COMPANY OVERVIEW The Company HR Tools Pty Ltd is a newly incorporated company that has not yet conducted any operations and has been established to migrate the HR Tools business away from the parent Company ASPECT Studios Pty Ltd. The Company s investment objective is to raise capital to structure the business as a standalone company with its own board of directors, shareholders and company structure. In addition the capital is intended to further develop the resources required to commercialise the business beyond its present commercial position. The Company gives investors the opportunity to invest in an active trading established brand that has an innovative non-industry specific cloud based software product currently servicing paying customers within Australia. BACKGROUND TO INVESTMENT STRATEGY It is the board of Director s view that, over the medium to longer term, there will be significant global demand for cloud based business support systems as companies look to upgrade and migrate away from their existing ageing legacy platforms. INVESTMENT OBJECTIVE The Company s investment objective is to provide long-term capital growth for its shareholders over a seven-year plus investment horizon through investment in an innovative business support systems solution that is non-industry or geographically specific and is ahead of the curve in technology and current best practice trends in business and human resource management. THE CUSTOMER VALUE PROPOSITION The value position of the company to its customers is detailed as follows; HR Tools is an OPEX increase solution, with no CAPEX outlay required for its customers. HR Tools is non-infrastructure specific, and functions on a myriad of devices with the only requirement for access being a medium bandwidth speed internet connection. HR Tools is best practice in terms of current trends in human resource and business management. HR Tools creates powerful metrics for measuring business performance. HR Tools is an enabler for real time human resource performance management and introduces HR efficiencies from the moment the tool is implemented into a business. HR Tools drives down operational costs for businesses as no servers, support staff, backup solutions, network management systems and or other resources are required to maintain the service. The team at HR Tools have a proven process for customer acquisition and customer retention. This is an excellent opportunity for an investor to join a business at the foundation level in an emerging global market and capitalise from the benefits of investing in a successful operating company being led by individuals with a proven track record in business start-up and management. 06 HR TOOLS PTY LTD INFORMATION MEMORANDUM

9 EXECUTIVE TEAM CHRIS RAZZELL CHAIRMAN & CEO Chris established ASPECT Studios in 1993 and is its founder and corporate Director. He has maintained the overall direction and growth of the studios since its formation, guiding the successful development of the studios from Melbourne, into Sydney and then Shanghai, as well as its core R&D digital arm, pioneering advanced virtual reality design services. In 2007 he established ASPECT Studios in Shanghai and now spends three quarters of his time based there. He is primarily involved in guiding and delivering large scale city planning and contemporary commercial and retail projects that have a strong sustainable basis. Chris is driven by a commitment to deliver the highest quality design outcomes across the breadth of landscape architecture and urban design. His expertise lies in large scale urban and commercial development, delivering innovative and sustainable solutions to these. Chris reputation for creativity and innovation is equalled by his rigorous discipline and focus on delivery. These skills are honed in all areas: from team management, the design business, financial, logistical and strategic issues. Chris business philosophy is founded on the principle of promoting collaboration and shared knowledge between a national and international network of expertise. DANIEL MCDONALD CHIEF OPERATING & FINANCE OFFICER As Chief Operating and Finance Officer, Daniel is responsible for driving strategic and operational goals for the ASPECT Studios group. Working across the varied and diverse business units, Daniel supports ASPECT Studios in the area of strategy development, brand development, business plan creation and marketing. Daniel also oversees corporate operations and Information Technology that support the work of ASPECT Studios staff. In addition, Daniel oversees the financials, aligning both operational and growth requirements to the group s financial goals and targets. A proven leader and people manager, Daniel brings best practice organisational management tools and technologies to the business. Prior to joining ASPECT Studios, Daniel worked for the Swedish Telecommunications giant Ericsson where he held various executive and management positions for over ten years. His responsibilities and influence extended throughout all areas of the organisation including strategic planning and execution, corporate management, product development, technology deployment, network operations, project management and managed services. As a proven entrepreneur, Chris Razzell has taken ASPECT Studios from a small home based design business to a globally recognised brand generating revenues in excess of $10 million per year. The business has grown to incorporate Landscape Architecture, Urban Design, Signage & Way finding, Digital Media Services and of course HR Tools. 07 HR TOOLS PTY LTD INFORMATION MEMORANDUM

10 PRODUCT OVERVIEW HR TOOLS PTY LTD INFORMATION MEMORANDUM

11 HR TOOLS POWERFUL TOOLS AT YOUR FINGERTIPS The HR Tools suite of applications are subscription based SaaS (Software as a Service) solution primarily designed for use in business to business service organisations such as consulting, architecture, design and construction. The applications are all hosted within the cloud and can be accessed on any device with a browser that is connected to the internet. Accounts are setup on a company basis by the HR Tools support team, once the company account is setup the service is administered by an employee of the company. The tools are intuitive and designed to be used with little or no training. ipad or desktop with Mobile capabilities coming soon. 09 HR TOOLS PTY LTD INFORMATION MEMORANDUM

12 MY-PEOPLE At the core of HR Tools is the My-People application. My-People is used to create and administer employee user accounts, connect the employee to a relevant group, department or team within the organisation and capture and store relevant employee information such as address, contact details and employee specific information. In addition, my-people is used to administer which applications the employee has access to within HR Tools, the administrator will select tools that that are relevant to that employees role. My-People has a file repository feature allowing to attach relevant documents against the employees file. Documents like current curriculum vitae, sick certificates, warning letters, qualifications can all be attached to the employee s file within My-People. My-People is administered using an organisation tree structure, outlining the many branches of an organisation it is simply to search for an employee through the tree structure. Within My- People managers and employees can only see people underneath them and not above. This is an important feature to keep sensitive employee information confidential. Used for the management of employee user accounts, passwords and relevant information. Within My-People there is a graphical Human Resources Tree allowing for the viewing and administration of employees from the manager, all the way down the HR branch of the tree depending on the management level. Staff can simply be dragged and dropped within the tree as they move around the organisation. Caption to go here 10 HR TOOLS PTY LTD INFORMATION MEMORANDUM

13 MY-REVIEW My-Review is a powerful real time performance management tool that facilitates and documents performance reviews. My-Review goes beyond the annual review and delivers a unique timeline feature that enables real time performance management and creates a framework for real time performance conversations between an employee and their manager. Utilising My-Review timeline, employees are able to leverage the timeline as a facility to capture evidence as to how they are performing against the goals their employer has assigned to them. Within My-Review timeline employees can upload documents, images and other digital material that demonstrates examples of their performance. This unique feature is often used by employees to upload valuable feedback from clients, results from surveys, job outcomes from a particular job and much more. For the manager, My-Review s powerful rating feature allows managers to understand and monitor their top performers. My- Reviews scoring algorithm calculates employee performance as rated by their manager and gives the employee and the organisation a complete view of how each employee is performing against others in the organisation. This useful and powerful algorithm gives managers real time valuable data on their top 20 performers and their bottom 10% performers on the My-Review dashboard. This real time data is valuable for understanding which employees are struggling and require much needed support and direction. My-Review also allows reporting of employees based on review performance outlining the top 20% and the bottom 10% employees within the team and organisation. MY REVIEW DASHBOARD The My-Review dashboard is a powerful graph and dial display page that shows managers how many reviews are open, how many reviews are closed. Current employee engagement inclyuding who is the highest engaged employee, in addition it shows the teams top performers and lowest performing employees. For high level senior managers the dashboard is a powerful tool for understanding quickly how other managers are performing and how the managers employees are performing. INTEGRATED WITH SOCIAL MEDIA Built into my-review timeline is the ability or employees to share valuable feedback from their managers onto their social networking accounts. This option can be enabled by the company administrator if so desired. With work becoming more prevelant in a persons life, integration of work into applications such as LinkedIN, Facebook and Google is a great way for an individual to share how valued they are within their own respective organisation. Integration into social media demonstrates an even deeper level of engagement from employees as they proudly share with friends, family and others the great things they are achieving within their chosen career. PROFFESSIONAL DEVELOPMENT PLANS Integrated within My-Review is the Professional Development Plan (PDP) module, a useful tool for determining the requirements of an individual for increased learning, professional development or oopportunities for professional growth. Within PDP managers are able to capture training requirements, wether on the job, courses or experiences. Once they are setup in My-Review, the employee is able to comment against them in a timeline manner and record whether the traning tasks have been completed. 11 HR TOOLS PTY LTD INFORMATION MEMORANDUM

14 MY-REVIEW My-Review is an adaptable staff appraisal tool that can adapt and evolve to your workplace. For organisations that perform traditional annual or bi-annual reviews the tool supports this approach. For companies that are adopting a more real time performance management solution utilising ongoing discussions and check ins, My-Review supports this process through its real time timeline functionality. The Timeline in My-Review supports and facilitates ongoing performance discussions between managers and employees against clearly defined goals Storing past performance: Ensuring staff clearly understand their business objectives and goals is paramount to delivering on a company s strategy. Decisions around succession planning and long term performance management can be achieved when examining the work performance employee for the duration of their tenure with the company. My-Review allows for powerful reports over an employee s performance year on year. 12 HR TOOLS PTY LTD INFORMATION MEMORANDUM

15 MY-SURVEY Gain insight and understanding on your customers and staff with your own powerful survey tools. My-Survey is a powerful survey tool that allows organisations to design and create surveys for any purpose. The powerful My- Survey algorithm allows for individual survey scoring or scoring of multiple surveys in the aggregate. The survey can either be sent externally from the organisation to important customers stored within the HR Tools Client Contact Database or to any address the survey owner chooses. All surveys have the ability to be branded to the companys digital branding and the person who creates the survey can manually edit the realting to the survey for the recipient and the message they receive once the recipient has completed the survey. My-Survey templates allows for HR Tools Company administrators to store custom surveys that are used by the organisation over and over again, the ability to create custom survey templates is a fantastic way to create customer satisfication or employee satisfaction surveys that are relevant to your organisation and what your organisation does. Surveys can be marked as anonymous or known, the ability to create surveys where the recipients who respond to the survey are not shown to the creator and owner of the survey is very useful when sending employee satisfaction surveys or management appraisal surveys. Employees are less likely to be frank and open with their opinions if their details will be shared with the survey owner. My-Survey allows for the creation of surveys for a particular task, the tool has mathematical reporting built into it to give the creator of surveys the ability to build powerful metrics from the surveys that have been completed. Within its commercial environment, it allows for users to create their own surveys and manage the surveys within their own login. Perfect for Customer Satisfaction, Peer Review, 360 surveys and much more. In most immature organisations, it is reported that only 7% of the workforce understand the company strategy and how their contribution factors into the company s overall performance! The secret to effective strategy execution is ensuring that everybody working within the business shares a clear common goal. Subscription to HR Tools will give you just that. The implementation of My-Survey within a business gives employees the why and the how they need to do their job effectively. Clearly defined goals and targets lead to empowered employees who understand how their contribution supports the business, clearly defined goals and targets gives employees direction to not only personal success but career success! My-Survey gives organisations the ability to measure their performance against these goals. The powerful My-Survey tools tracks the performance of each survey after its been sent and survey owners can see who has completed a survey and who has not compelted a survey. My- Survey does not constantly send s to survey recipients asking them to complete surveys but if a recipient has not completed a survey My-Survey has the ability to send a gentle reminder to them if required by the survey owner. 13 HR TOOLS PTY LTD INFORMATION MEMORANDUM

16 MY-SURVEY My-Survey allows for your organisation to create specific survey templates for your business. These templates can be used as part of a wider organisational process, create surveys for customer satisfaction, employee engagement, staff on-boarding and OH & S comprehension. The templates can be stored against your company and available to all staff within the organisation. The algorithm within my-survey allows you to use the responses to surveys as important metrics in your organisation. If customer satisfaction is important to your company then use the client satisfaction results as a powerful metric to measure your organisations performance. The algorithm allows for scoring of 1 to 5 in the aggregate score. 14 HR TOOLS PTY LTD INFORMATION MEMORANDUM

17 MY-SURVEY Understand your organisation and management team with 360 degree feedback Using My-Survey for 360 degree feedback survey can produce enormous benefits, for the individuals taking part and for the company which employs them. The major benefits of 360 degree feedback, compared with other forms of assessment and appraisal, are: FOR THE ORGANISATION It reinforces the link between the competencies, behaviours and values required for a job and performance. It supports a performance culture It provides in-depth data (qualitative and quantitative feedback), such as comparative data on a departmental basis It provides employees with a better understand of their strengths and weaknesses and a sound basis for development planning and performance improvement It generates commitment to development It involves people with different perspectives, in different roles and at different levels It provides a fair and transparent process that will encourage an open culture that values feedback FOR THE INDIVIDUAL Provides an opportunity to find out the opinions of the people they work with and compare them with their own opinion Means feedback is more likely to be accepted as it is coming from a variety of sources Can improve the dialogue between appraisee and manager Encourages increased self awareness and a focus on personal development May lead to increased job satisfaction and feeling valued by the organisation Can improve team working, by raising awareness of how others perceive individuals as a contributor to the group. It helps identify top performers 15 HR TOOLS PTY LTD INFORMATION MEMORANDUM

18 MY-SURVEY UNDERSTANDING YOUR CUSTOMERS WITH SATISFACTION SURVEYS It s no big secret that the power in a customer-business relationship usually lies with the customer or client. They decide which products or services they want to buy or whether to go to a competitor, and the customer service they experience from a company often plays a key role in those decisions. Therefore, it is more than worthwhile to take the time and find out what customers have to say about your business, staff and services. Customer satisfaction surveys allow companies to view the unfiltered impressions, whether positive or not-so-positive, about the service the customer experiences. Such in-depth data provides the important information that is integral to improving products and services. Survey results also give companies the opportunity to gain a better understanding of their customers themselves and their changing needs and perceptions. Whether using segmented surveys or not, the benefits of customer satisfaction surveys are clear. HR Tools, My-Survey module gives customers the ability to build specific, targeted customer or client satisfaction surveys. Link employees to your surveys to measure performance against particular staff, the power of My-Survey gives your organisation real time data on your company and your staff from your customer s perspective. We live in an age where customers are more than willing to share their experiences with friends, family and the social media world. So it s not surprising that they may be just as willing to share their experiences with their suppliers as long as they are asked. 16 HR TOOLS PTY LTD INFORMATION MEMORANDUM

19 MY-PROJECT Multi department work in progress management tool for managers, administrators and project professionals. Based on the Work-In-Progress methodology, My-Project allows for the setup and management from an (administration perspective) of human resources based projects for service delivery firms. My-Project gives organisations the ability to manage the financial coverage for their projects including project stages and invoices. Once setup My-Project can produce a series of reports relating to work in progress (and contract value); work on hold, long term hold and projects completed. My-Project enables the tracking of the entire cost of project from a resource perspective, it successfully tracks and monitors the cost of winning the business, covering time spent on meetings and proposal developments. After the business has been awarded, it tracks the financial performance of every stage of the project from establishment to handover. Built into My-Project are powerful all of business reporting tools that gives an overview of the current financial project position of the organisation. The reporting functions drill down to display all active work, all work on short term hold, long term hold and the number of active proposals out in the market. This provides a powerful whole of business view of the forward looking work for any services organisation. Employee work reports allows users to drill down to their organisation and understand the forward resource utilisation of each employee, a powerful tool for resource planning and project planning. The HR Tools My-Project module is a useful Work-In-Progress solution (WIP). My-Project allows service organisations to identify the value of projects which are currently being worked on by their firm. FINANCIAL TRACKING OF YOUR PROJECTS FOR THE ENTIRE PROJECT LIFECYCLE To properly account for each project, My-Project records FOUR distinct values for each project at the end of any given month (or period): The Sales Price for the project, by phase The total Cost Estimate for the project,»the» Costs-To-Date,»The» Billed-To-Date. By taking the Costs-To-Date divided by the Cost Estimate, the percentage complete My-Project is able to calculate the percentage complete. For example: Assume a project is estimated to cost $70,000 by the time the work is complete Assume at the end of December, $35,000 has been spent to date for the project $35,000 divided by $70,000 is 50%, therefore, the project can be considered 50% complete at December 31. VISIBILITY OF YOUR BUSINESSES ACTIVE WORK IN HAND, VALUE OF PROPOSALS AND WORK ON HOLD. It is important in business to be dynamic, to be able to act when required. HR Tools My-Project gives you end to end visibility of the health of your business. What is the value of all your proposals sitting with your clients, what is the value of all your active work? What Projects are on hold and long term hold? With this kind of business intelligence at your fingertips you will know when it is appropriate to start hunting for more work. With the ability to almost look into the future of the health of your business, with My-Project at your fingertips your business health is just a click away. 17 HR TOOLS PTY LTD INFORMATION MEMORANDUM

20 MY-TIME HR Tools My-Time is a powerful time and attendance software. Integrated directly within My-Project, My-Time is a complete turnkey time and human resource management software with powerful reporting and payroll integration. Allowing for the setup of projects, allocation of tasks and functions to individuals (including hours), My-Time allows employees to report time against projects as well as other tasks such as office administration and leave. My-Time allows you to correctly resource your projects, your project managers can transfer itemised quotes to actual hours and distribute these hoursacross the resources within your business, staff are only able to time report for the hours allocated. This facility ensures strong project profitability processes and ensures your projects are managed to budget. Powerful reporting features allows you to report on the following. The graphical calandar tool makes time reporting a breeze as individuals are able to time report in blocks allocated on their daily calander. 18 HR TOOLS PTY LTD INFORMATION MEMORANDUM

21 MARKET ANALYSIS HR TOOLS PTY LTD INFORMATION MEMORANDUM

22 CURRENT MARKETING PRACTICES HR Tools enjoyed online participation in its trial program on average of two sign-ups per day through the website HR Tools offers full free access to its suite of tools to any company with less than ten employees. Once an organisation using HR Tools exceeds ten employees, the organisation is then charged per employee per month on a subscription basis. Companies are also offered a timed free trial (unlimited number of employees) to use HR Tools. This gives companies an experienced understanding of the platform and supports the sales process when converting actual trials to paying subscriptions. Since the brands conception, HR Tools has used online advertising through Google Ad-Words to draw traffic to the website, it has then leveraged the quality of the content on the HR Tools website to generate sign ups. In addition to the online campaigns, business to business sales staff has been employed within a business development capacity with the mandate to approach Australian companies and sell the HR Tools service. The business development strategy has been successful with the following companies signed up to the HR Tools service; CUSTOMER COMPANY NAME Expect a Star Community Living Options ASPECT Studios Beyond 19 Partners Hunter Professional Islamic Investment and Finance Cooperatives Group Krohne Group Australian Mines and Metals Association Arbor Egypt Fluid System Technologies Sacombank Perth North Metro Medicare Local Ltd Air Botswana Business Aviation Solutions NO. OF EMPLOYEES 30 employees 250 employees 106 employees 4 employees 3 employees 13 employees 6 Employees 3 Employees 17 Employees 5 Employees 2 Employees 7 Employees 9 Employees 20 HR TOOLS PTY LTD INFORMATION MEMORANDUM

23 MARKET ANALYSIS THE SLEEPY LITTLE HR SOFTWARE MARKET IS ON FIRE The HR Administration and accounting industry is a booming global sector. Recently SAP acquired SuccessFactors for $3.4 billion (nearly 10X revenues) and Oracle acquired Taleo (leading software provider for corporate recruiting) for $1.9 billion (around 5.3X revenues). THERE ARE THREE HUGE TRENDS TAKING PLACE. First, corporate software is now moving to the cloud. The $15 billion+ marketplace for core human resources, payroll, and talent management software are being totally revamped. Companies are starting to replace all this core infrastructure software (much of which is years old) with new cloud products and the big players (Oracle and SAP) are buying their way into this market as demonstrated with these recent acquisitions. Third, the availability of cloud-based software as in the case of the HR Tools platform is an enabler for companies to migrate away from old clunky server based systems and embraces the HR Tools integrated suite without a significant capital expenditure or operational expenditure increase to their bottom line. The market for HR software is huge. Every company that hires and pays people needs it. (That means every organization in the world.) According to Forbes, if you run an HR software company, your day in the sun is here. If you re a buyer of HR software, the time couldn t be better to replace your old systems. And if you re an investor, get into this space now. It s still early. Second, the market for integrated talent management software has matured. Over the last ten years most companies purchased a wide variety of tools to help with recruiting, performance management, training management, compensation management, workforce planning, leave management and project administration. HR Tools has the goal of integrating all these platforms into a series of Talent Management Suites, (excluding recruitment at this time) and through robust marketing practices we hope to encourage companies to replace all the older disparate systems with the HR Tools integrated platform. Of course small to mid-sized companies can gain the benefits of HR Tools suite as well (in fact it is and will always be free for up to 10 users). 21 HR TOOLS PTY LTD INFORMATION MEMORANDUM

24 MARKET ANALYSIS TALENT MANAGEMENT SUITES BY ORGANISATION COUNT The following graph demonstrates the industry HR Talent Management Software providers by number of organisations using their software. Significant to note that the larger players within the space are traditional accounting software providers who have leveraged their existing user base (as well as purchase existing suppliers) to further expand their offering from the company financial department into the company organisational human resource department. SilkRoad SAP Ultimate Software Technomedia Sum Total Workday Cornerstone On Demand Fairsail Halogen HealthcareSource HRsmart Kallidus IBM (Kenexa) Kronos Lumesse Meta4 NetDimensions NorthgateArinso Oracle EBS BCM Saba Oracle HCM Cloud Peoplefluent PageUp People Oracle People Soft TALENT MANAGEMENT SUITES MARKET SHARE BY REVENUE The following graph demonstrates the competitive environment within the Talent Management market by supplier revenue. Other ADP Ceridian Cornerstone On Demand Halogen HealthcareSource HRsmart Kallidus IBM (Kenexa) Kronos Lumesse Meta4 NetDimensions NorthgateArinso Oracle (all) Workday PageUp People Peoplefluent Ultimate Software Saba Technomedia SilkRoad SAP Sum Total 22 HR TOOLS PTY LTD INFORMATION MEMORANDUM

25 MARKET ANALYSIS TOP 5 SUPPLIERS BY NUMBER OF CUSTOMERS (ORGANISATIONS) 9% Ultimate Software The following graph defines the top 5 Talent Management cloud software companies by number of secured customers using their Software as a Service (SaaS). 35% Kenexa (IBM) 14% Saba 20% Success factors 20% Success factors TOP 5 SUPPLIERS BY NUMBER OF USERS 8M Ultimate Software The following graph shows the strength of industry competitors within the talent management space by the number of users utilising their software as a service across their various platforms. If HR Tools was to capture 1% of the bottom 5 s client base, its monthly revenue would equal $1,200,000 and its annual revenue would be $14,400,000 (in excess of 14 million per year) 30M Kenexa (IBM) 10M Saba 15M Success factors 20M Success factors 23 HR TOOLS PTY LTD INFORMATION MEMORANDUM

26 MARKET ANALYSIS GROWTH IN THE TALENT MANAGEMENT MARKET According to Forbes the online talent management market grew by around 20% in 2013 and is expected 22% growth in 2014, reaching over $4 billion for this entire segment (this does not include the market for core HRMS and payroll software). The Performance and Succession segment continues to grow the fastest (this is the newest and most rapidly changing part of the market), and Forbes expect recruiting to pick up growth in the next year as new tools enter the market. Companies are desperately implementing new goal and performance management tools and every vendor (including HRMS vendors) now has tools in this space. Thanks to market consolidation last year, Oracle, SAP, and Sum Total are revenue market share leaders by far, but fast-growing vendors ( SuperNovas like CornerstoneOnDemand and Workday) and Fast Growers like Halogen, SilkRoad, Kenexa, Lumesse, PageUp People, PeopleFluent, and Ultimate are growing faster than the market. The HRMS market and Talent Management systems market are being integrated rapidly now. Thanks to vendor consolidation, most buyers are now looking for a toolset which integrates with HRMS and Payroll. HR Tools are perfectly equipped to target this segment with Performance Management and integrated Project Management with time and attendance. According to Forbes, the Talent Management software sector is now well into the 7th year of the integrated talent management marketplace, as a result products are becoming very integrated, with a new focus on mobile solutions, more social features, directory features, and new features for workforce management (time and attendance). Forbes believes the definition of Talent Management Software keeps expanding, so vendors have to keep investing heavily. Mobile tool sets, social learning and recruiting features, candidate relationship management, workforce management tools, and even social recognition are being added to the category. HUMAN RESOURCES (HR) SOFTWARE MARKET FORECAST The HR market is forecast to grow at a compound annual growth rate (CAGR) 2.4% reaching $9.2 billion by Despite lack of growth in such traditional segments of the HR software market as payroll, time and attendance, and benefits management, these segments still represent a big and lucrative chunk of the market. The growth in the HR software market is driven by talent management sectors (recruiting, training, performance management/bi, and leadership/succession management) as well as by shift to Software as a Service (SaaS) model. The HR software market went through an unprecedented wave of consolidation in recent years. Forbes analysts forecast the Global Talent Management Software market to grow at a CAGR of % over the period One of the key factors contributing to this market growth is the need to streamline HR functions. The Global Talent Management Software market has also been witnessing the increasing popularity of cloud computing technology. The budget constraints for IT, insufficient time to build in-house software, and cost advantages attached to hosted or on-demand software subscriptions are the primary factors responsible for the increased adoption of cloud-based talent management solutions by enterprises. In addition, cloud services do not have overhead costs of space, power, and cooling that are generally incurred with the deployment of traditional in-house talent management solutions. Hence, the growing popularity of cloud computing technology is a recent trend that is expected to auger well for the growth of the market during the forecast period. 24 HR TOOLS PTY LTD INFORMATION MEMORANDUM

27 MARKET ANALYSIS Human Resource Management Software Market LOW GROWTH HIGH GROWTH HR Administration Segment Talent Management Segment Payroll Time & Attendance Benefits Management Recruiting Training Performance Mnagement & Business Intelligence Succession & Leadership Planning PERFORMANCE MANAGEMENT HAS GONE AGILE According to Bersin & Associates, the world of performance management has been turned upside down. In 2012, Bersin & Associates expect an increasing number of companies to rethink their traditional (often hated) performance appraisal processes. Their ground breaking research in 2011 discovered that companies which regularly revisit their goals (quarterly or even more often) dramatically outperform those which create annual cascadinggoal programs. The dynamic nature of global business makes it necessary for performance management to become agile and real-time. What is agile performance management? The concept is very similar to agile software development rather than put the manager in the middle of the appraisal process and use a waterfall approach which reviews employees once per year, create a more continuous, dynamic and transparent model of feedback. Bersin & Associates research has determined that companies tend to dislike their current appraisal process, and that the high-impact part of the process is continual goal review, coaching, feedback and development planning. Companies like Adobe have completely done away with annual appraisal scores, and put in place a dynamic, real-time model for coaching, assessment and feedback. Companies that revise and update goals quarterly generate more than 30 percent greater impact from their performance management process than those which implement the old-fashioned annual review. Back in 2006, Bersin & Associates defined two broad philosophies of performance management the Competitive Evaluation Model and the Coaching and Development Model. As the labour markets have tightened, Bersin have globally witnessed a continual shift toward the latter companies realise that, while they must still weed out the low performers and drive execution, it is even more important to coach people to perform better and potentially move them into better roles. In 2012, Bersin & Associates believes that larger organizations will redesign their performance management processes to be more agile, transparent and development-centric. Performance management continues to be a frustration point and, in 2012, organizations will further evolve to agile models of goalsetting and performance coaching., Bersin & Associates. 25 HR TOOLS PTY LTD INFORMATION MEMORANDUM

28 MARKET ANALYSIS SOCIAL PERFORMANCE MANAGEMENT Social tools and solutions in HR have the following major elements. Employees Are All Peers In a social HR solution, all employees can communicate with each other at any level. Information Is Transparent In a social solution, whatever you say or post is available for others to see. Tools like activity streaming and subscriptions make this easy to manage. Employees Have Rich Profiles In a social system, people are not anonymous quite the opposite, in fact. They are even more open than ever, people post information about their experiences, skills, languages, certifications and even how they have fun. People become real online. People Can Upload and Share Many Forms of Rich Content People share files, photos, videos and virtually anything they want. Comments, Ratings, Leader boards and Badges Are Common People can rate things, make comments, and become rated or badged based on various classifications. Our Systems Link Directly with Major Outside Networks, Like Facebook and LinkedIn Most HR departments are still afraid of these networks, but people want and expect to be able to share information between them. Once you understand what all these capabilities are, you will see how Social tools and technologies are primed to dramatically shake up how people recieve rewards, learn, share their performance management. Briefly, let me highlight each of these new spaces.»» Social Rewards and Recognition The two leading vendors in this market, Achievers and Globoforce, have demonstrated that peer-to peer recognition programs are revolutionising the $48 billion industry for traditional employee recognition. We are implementing this type of program in our own company. 26 HR TOOLS PTY LTD INFORMATION MEMORANDUM

29 DEVELOPMENT & MARKETING STRATEGY HR TOOLS PTY LTD INFORMATION MEMORANDUM

30 2014/2015 PLATFORM DEVELOPMENT STRATEGY In line with the latest research within the Human Resources Space, technology (in particular Social Media) is changing the way companies manage, train and recruit staff. As a result of the online experience, companies are moving away from traditional biannual reviews and looking at leveraging online social platforms to manage performance and coach employees in real time MY-REVIEW TIMELINE ASPECT Studios have completed the development of My-Review (Timeline). Working in a similar way to Facebook s timeline, the HR Tools My-Review timeline enables for a real time coaching experience between the manager and the employee. Once the KPI has been set, employees are able to post updates, comments and questions within the My-Review too. When a comment has been made, the manager then receives an that the employee has made a comment and is able to comment also. The result is a real time discussion between the manager and the employee against each KPI assigned to the staff member. This change to the review process is in line with new thinking around HR and a move away from traditional employee performance management and appraisal thinking that s been in place since the 1950s. There has been some concern that the process of performance management in real time is a disabler of a more traditional one on one relationship between the manager and the employee, however the ability to manage and monitor performance in real time gives the manager a real time understanding of the employee s performance and in addition ensures the employee has a very clear understanding of what s expected of them against each KPI or goal. The resulting outcome for the organisation is less time spent on employee reviews, no surprises for either employees or managers during the review process and a real time engine for managing, monitoring and driving employee performance across the organisation. Further development within this space is our recent integration into Social Media tools Facebook, and Linked in. HR Tools My-Review allows staff members to share manager s comments on social media platforms. The My-Review timeline positions HR Tools as current and head of the curve in terms of agile performance management this functionality is one of the key messages in the marketing communications of this product. MY-TIME Integrated within My-Project, My-Time enables services based organisations to effectively manage the financial position of their business and their projects. As an add on to My-Project, My-Time allows administrators and project managers to effectively resource projects based on quotation fees allocated to customers. My-Time is also the prequel development to My-Leave, employees using My-Time will have a mechanism for tracking and calculating hours worked for employees, this is fundamental for employers who have part time employees that accrue annual leave and sick leave. For small businesses the ability to implement solid financial time reporting practices at a much lower cost than applications like SAP and other costly time and attendance platforms is a compelling story for the HR Tools offering. MY-LEAVE Due for release in December 2015, My-Leave will allow companies and organisations to effectively manage employee leave entitlements. Entitlements such as annual leave, sick leave, long service leave and bereavement leave can all be managed through the tool. Using the time reporting module My-Time, My-Leave calculates accrued leave based on number of reported hours by each employee. Leave balances is a challenging liability for organisations of all sizes, particularly organisations that have a work force that is geographically separated. As My-Leave will allow for employees to request leave, and require managers to approve leave, leave liabilities will be effectively managed through the tool. Too often in many small and immature organisations, leave management is not done well. As a result, many employees are able to take advantage of bad administration practices and take leave without having the leave amount deducted from their accrued totals. This can be quite a liability for companies that do not have robust tools and processes in place. 28 HR TOOLS PTY LTD INFORMATION MEMORANDUM

31 2014/2015 PLATFORM DEVELOPMENT STRATEGY GAMIFICATION OF HUMAN RESOURCES THROUGH HR TOOLS One of the emerging trends within Human Resource management globally is the Gamification of ways of working through the implementation of tools. Scheduled for release in early 2015, HR Tools will be implementing the company and employee dashboard. The dashboard will present a series of scoreboards, leader boards and ratings for teams and employees. The implementation of a dashboard will enable the ability for employees to keep score across the organisation and performance compete across a range of metrics being calculated within HR Tools. This emerging new management strategy strives to make employment fun and integrates real time performance into human resource management. The Gamification of functions is an emerging way to make performance development fun across an organisation GOING MOBILE The development of a mobile application across all available modules will expand the useability from the office to the general workforce across all industry types and sectors. Since nearly everybody has a smart phone, an implementation of HR Tools across a mobile workforce can be done on mobile devices allowing employees to complete reviews, time report and apply for leave all on the HR Tools mobile application suite. Due for development in parallel, My-Review being the first tool to be completed by December HR TOOLS PTY LTD INFORMATION MEMORANDUM

32 2015/2016 MARKETING STRATEGIES 2013 / 2014 financial year was the first year for HR Tools within ASPECT Studios. During the commercialisation of the platform many lessons were learned in terms of operating an online business within this space and within this industry sector. Some of the key lessons learned during the year in terms of marketing were; It s relatively easy to gain online interest; converting consumer interest to a sale is a more complex problem to resolve. Performance Management is a complex beast; it is understood very well by experienced top 5 corporate executives and MBA graduates but is completely misunderstood by most small to medium business operators. The selling of HR Tools has a long sales cycle, it is best sold by experienced consultants who understand managing within complex environments and selling goods and services to senior corporate executives Our products are not just suited to small to medium enterprises, they are suited to ALL organisations To achieve high volume sales, the product needs to be desirable at the grass roots level. Requests from the product should be driven by employees, demanding the product from senior management. SOCIAL MEDIA INTEGRATION A VIRAL MARKETING STRATEGY One of the key drivers for maximum penetration is leveraging social media as a way of communicating the benefits of HR Tools. Social media is changing the way people, interact, work and live. Organisations that embrace social media are more likely to find success through social media integration. It is the goal of HR Tools to leverage social media platforms such as Facebook, LinkedIn and Google Plus to further build upon its customer base by allowing users of HR Tools to share their HR Tools experience through social media. the comment that has been shared by the user. The person then gets a short overview of the HR Tools platform which links back to the HR Tools web site. In addition, the user also has the ability to like the page also which in turn will have the comment shared on their Facebook, LinkedIn or Google plus time line. The net outcome for HR Tools is a viral process for the communication of HR Tools capability across various social media platforms and friends groups. In the internet generation, people are defined by what they do. The integration of work functions such as performance data and an individual s social media pages is seamless and integrated in most people s eyes. SOCIAL MEDIA MARKETING Due to the seamless integration between an individual s work life and an individual s personal life administered through HR Tools, the platform now lends itself to being marketing online through Social media platforms such as Facebook, Linked In and Google Plus. This approach fits in well with developing a buzz around the platform and driving discussions of HR Tools into organisations at the employee level, creating a demand for the product at the employee level being driven into management. Having a performance management system that is wanted by the work force will ensure demand for the product is high. Since in the past performance management has been perceived more in line with performance reviews and direct sometimes confrontational feedback, the ability for individuals to showcase their performance online through social media increases their own sell ability, personal brand and ability to further increase their employment opportunities. For managers, company directors and business owners the ability to leverage a desirable product wanted by a workforce will ensure participation and employee take up of the product is implemented with ease across the workforce. A performance management solution that employees want, embrace and demand, a key driver to generating super profits for any organisation in this wanted position. POWERED BY HR TOOLS When an employee shares a recent comment on a social media platform, the post when visible on Facebook, LinkedIn or Google Plus shows a short description of the KPI and the Managers comment, conveniently placed underneath the post is the link and heading Powered by HR Tools. When a friend of the person through social media clicks on the post, they are taken to a HR Tools page that highlights the KPI and 30 HR TOOLS PTY LTD INFORMATION MEMORANDUM

33 2014/2015 MARKETING STRATEGIES GOOGLE AD-WORDS During the 2013 / 2014 financial year, HR Tools undertook a Google Ad-Words campaign with a budget of $60 per day. The result was at least two sign-ups per day of organisations wanting to participate in the free trial period of the tool being offered through the website Before enabling the Google Ad-Words campaign again, work needs to be undertaken to ensure processes and resources are in place to increase the likelihood of conversion from free user to paying customer. GETTING CUSTOMER BUY IN DURING THE TRIAL PERIOD CONVERTING TO A PAYING CUSTOMER Although there was significant work undertaken for companies to sign up, once signed up it was difficult to engage companies to further utilise and understand the platform during the trial period due to lack of adequate resources. Online platforms such as Lynda.com have robust processes for the sale of their subscription service online. They have a limited trial period (1 week) and they extensively follow up and report on usage of potential clients during the trial period. They then follow up on usage and offer significant incentives to purchase the product. The biggest challenge with offering online trials of the platform is the simple fact that all companies that offer a cloud based platform are offering free online trials. The challenge within this space is ensuring the user participating in the trial is engaged with the product during the trial. The deeper the level of engagement of a company within the platform during the trial, the more likely they will convert to a paying customer. By ensuring we have dedicated full time staff following up and nurturing the client through the trial process, ensure that staff understand how to use the applications and that ensuring the enterprise is having the experience they were seeking. HR Tools Pty Ltd will employee dedicated full time staff to follow up, facilitate trials and convert trial customer to full paying customers. 31 HR TOOLS PTY LTD INFORMATION MEMORANDUM

34 FORWARD COMPANY STRUCTURE & INTELLECTUAL PROPERTY The next significant change for HR Tools and the enabler for the business to move forward are for the establishment of three proprietary limited companies (Pty Ltd). This will enable a more formal ownership structure of HR Tools and enable a de-risking of the business not just for HR Tools but for the ownership and protection of the intellectual property of the platform itself. For the 2015 / 2016 financial year, HR Tools will become three distinct companies, one company will be responsible for the development of the HR Tools software platform and own the intellectual property rights of the platform, the other company will be responsible for sales, marketing and distribution of the HR Tools platform, the third company will be responsible for licensing and distribution. The two proposed companies are structured as follows; HR Tools Technology Pty Ltd BENEFITS OF THE PROPOSED COMPANY STRUCTURE. HR Tools Technology Pty Ltd can sell the marketing and distribution arm (HR Tools.com.au Pty Ltd) and maintain the platform ownership and licensing. The licensing fee can continue between the new owners of HR Tools.com.au after the sale of the business is concluded. This structure will also give HR Tools technology the ability to establish other sales and marketing arms in other markets, segments or industries if no licensing fees are exclusive. CHANNEL PARTNER PROGRAMS With the proposed company structure, HR Tools Technology Pty Ltd has the ability to license out the software to other organisations that are willing to pay for geographic exclusivity. This is an excellent method for establishing HR Tools within other countries and transferring the risk of establishment in geographic regions to other organisations and or companies (channel partner programs). hrtools.com.au Pty Ltd HR Tools Distribution Pty Ltd HR Tools Technology Pty Ltd will own the intellectual property rights of the HR Tools platforms, user manuals, user videos, sales and marketing processes and the customer data within the platform itself. HR Tools will be responsible for all development and customer support of the platform. It will manage all licensing fees for the platform to all channel partners. HR Tools.com.au is the Australian sales and marketing company, it is a wholly owned entity of HR Tools Technology Pty Ltd. It pays a licensing fee for every monthly sale to HR Tools Technology Pty Ltd every month. HR Tools.com.au Pty Ltd will own the end customer. HR Tools distribution will be the customer support and channel Partner Company. It will be responsible for establishing HR Tools into new markets, establishing sales of HR Tools to channel partners within countries and franchising the rights to sell HR Tools within a specific market segment. 32 HR TOOLS PTY LTD INFORMATION MEMORANDUM

35 FINANCIAL POSITION HR TOOLS PTY LTD INFORMATION MEMORANDUM

36 INVESTOR STRATEGY The current investment opportunity offers a short term return on investment as well as a long term return on investment. The proposed company structure of HR Tools allows in the short term, for the Australian Sales and Marketing Company to be established. Within the short term, an enormous amount of energy will be utilised to establish this entity, and to ensure it is successful in marketing and delivering HR Tools within the Australian Market. This will be achieved through strong business development focus and for the establishment of local Channel Partner Programs. Once this business is setup and profitable, the sales and marketing company will be placed on the market as an ongoing concern with steady subscription revenue coming into the business. The sale of the entity will deliver a short term gain to the initial investors and a return on the initial investment. In the long term, the company will continue to license the software to the Australian sales and marketing company, but will continue to establish centralised marketing and support businesses within global markets, taking the lessons learned and the processes and systems created to establish the Australian arm and leverage these learnings to establish sales and marketing businesses within global markets. 34 HR TOOLS PTY LTD INFORMATION MEMORANDUM

37 CURRENT CAPITAL INVESTMENT The following table shows the sales and development expenses of HR Tools for the 2013 / 2014 financial year. The current investment for ASPECT Studios currently sits at $79, HR Tools Income Subscription Fees $1, Consultants In House ($578.51) Total Income $ Expense Advertising $ Marketing $8, Website $ R & D Tax Concession Expenses $21, Salary Expense $40, Salaries Reallocated $ Superannuation Expenses $3, Superannuation Reallocated. $57.69 Mileage Re-Imbursement $11.88 Amen. Entertainment (FBT) $26.61 Amen. Entertain (FBT internal) $0.00 Amen. Not Entertain (No FBT) $ Staff Recruitment $ Contract Staff $ Office Stationery $ Internet $ Online Meeting Costs $54.55 Cleaning Expenses $ Office Equipment $ Office Phone $ Mobile Phone $28.50 Software Expense $1, Bank & Card Fees $ Travel - Airfares $1, Travel - Taxi Fares $ Travel - Other $ Total Expense $80, Net Profit/(Loss) ($79,352.06) 35 HR TOOLS PTY LTD INFORMATION MEMORANDUM

38 FURTHER CAPITAL INVESTMENT FURTHER CAPITAL INVESTMENT The additional capital will be used to further develop the business plan and use the funds to seek additional funding for the upsizing of the business; the additional funding will be used to fund the establishment of venture capital within the 2014 / 2015 financial year. The business will be seeking $500,000 to further develop the business; this will be sought either from Government or equity investors. WANTED MARKET POSITION With the kind of revenues being generated by organisations within this space it is difficult to develop a wanted position in relation to the competitive environment so early on in the businesses infancy. However, it is appropriate to discuss how the business will position itself within the market. The goal of the coming financial year will be to market and position the business directly in front of the individuals who will be using it. Leveraging a user based demand for the product creates a demand for HR Tools functionality within the performance management space. To be wanted, demanded and embraced by the workforce. A solution driven into an organisation by the actual employees whose performance will be managed by it. 36 HR TOOLS PTY LTD INFORMATION MEMORANDUM

39 SWOT ANALYSIS STRENGTHS Dynamic, young and innovative No preconceived notions about what s possible Low overhead and operational costs Existing clients happy and using the platform Proven, working, reliable and robust platform Developed tools commercialised and ready to go WEAKNESSES New entrant to the industry, in-experienced player in a mature sector Low capital base Lack of robust sales processes and tools designed for selling online services Limited human resources Competing commitments for those responsible for leading and driving the business OPPORTUNITIES Opportunities to leverage the sales and marketing through mature consulting businesses (channel partner program) Opportunity to capture the social performance space Opportunity to integrate social media with the Gamification of human resources Opportunities presenting themselves immediately with QBA and APN through the channel partner Beyond 19 partners THREATS Inability to realise the opportunity due to competing commitments with the business drivers Inability to upsize the human resources due to limited working capital Due to competing commitments, have an inability to drive the business ahead of the curve of social performance and Gamification Inability to resource the business and ensure manuals, online tutorials and customer service is always up to date and timely as to customers wants and needs. SWOT ANALYSIS, DIRECTION SUMMARY HR Tools is ahead of the curve in terms of the work it is doing towards seamless integration to social media platforms. Once completed, the tools will be positioned to incorporate all measurable metrics into a team and user dashboard. This will position the platform ahead of the curve for social performance management and Gamification of human resources for users of the HR Tools platform. The biggest challenges for HR Tools is the opportunity loss as a result of a lack of resources leading the business and driving the outcomes of the business, its staff and customers need. The following direction summary will be implemented within the 2014 / 2015 financial year. Action Start Date End Date Responsible Determine the shareholding structure of the new entities 01/08/ /10/2014 Daniel McDonald, Chris Razzell Determine the leadership structure and implement 01/08/ /10/2014 Daniel McDonald, Chris Razzell Update the website with the new sales messages and branding messages 14/08/ /10/2014 Daniel McDonald Acquire investor funding 30/10/ /02/2015 Daniel McDonald, Chris Razzell Develop and implement the online sales processes 28/02/ /03/2015 Daniel McDonald Establish infrastructure (dedicated telephone line, facsimile line) 30/10/ /03/2015 Daniel McDonald Further develop the Sales Channel Partner offering and pursue channel partners Employ the sales & support organisation in line with capital funding & revenue growth 01/10/2014 Ongoing Daniel McDonald 30/03/2015 Ongoing Daniel McDonald 37 HR TOOLS PTY LTD INFORMATION MEMORANDUM

40 INVESTMENT OFFERING This Information Memorandum is offering to the approved investor, 20% of the company HR Tools Pty Ltd. This offer will grant the investor 200 shares. Based on the forecast cash flow the offer is outlined as below: No. of Shares Price per share Total Investment 500,000 $1.00 $500,000 Over the next three years, it is forecast that the investor will gain the following EPS: No. of shares 500,000 Earnings per share The following forecast valuation to be realised in 2018 is calculated based on the forecast Net Profit of 2018 and aby applying a multiplier of 3 divided by the number of shares (1000. Annual Net Profit 2018 Annual Net Profit Annual Net Profit (x3) $1,569, $4,708, $9.42 Share Valuation HR TOOLS PTY LTD INFORMATION MEMORANDUM

41 FORECAST CASHFLOW HR TOOLS PTY LTD INFORMATION MEMORANDUM

42 FORECAST CASH FLOW SALES EXPENSES Salary expense Office Expenses Software Expenses Marketing Expenses Other Expenses Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Capital Investment Subscription Sales Channel Partner Sales Investment Capital Subtotals Receptionist Salary Sales Person Sales Manager Customer Support Office Administration CEO Office Rent Office outgoings Telecommunications Printing Costs Miscelaneous Information Technology Leasing Software Development Web Hosting Advertising Miscelaneous Marketing Expenses Insurance Accounting Legal Subtotals $0.00 $0.00 $0.00 $0.00 $0.00 Profit Profit % Performance Variables No. of sales people No. of sales managers Account Balance 40 HR TOOLS PTY LTD INFORMATION MEMORANDUM

43 Dec-15 Jan-16 Feb-16 Mar-16 Apr-16 May-16 Jun-16 Total $8, $16, $24, $32, $40, $48, $168, $300, $8, $16, $24, $32, $40, $48, $168, $3, $3, $3, $3, $3, $3, $20, $6, $6, $6, $6, $6, $6, $40, $10, $10, $10, $10, $10, $10, $60, $6, $6, $6, $6, $6, $6, $40, $3, $3, $3, $3, $3, $3, $22, $13, $13, $13, $13, $13, $13, $82, $4, $4, $4, $4, $4, $4, $24, $ $ $ $ $ $ $4, $1, $1, $1, $1, $1, $1, $7, $1, $1, $1, $1, $1, $1, $1, $1, $1, $1, $1, $1, $1, $6, $ $ $ $ $ $ $1, $2, $2, $2, $2, $2, $2, $15, $ $ $ $ $ $ $3, $2, $2, $2, $2, $2, $2, $12, $2, $2, $2, $2, $2, $2, $12, $ $ $ $ $ $ $1, $ $ $ $ $ $ $3, $ $ $ $ $ $ $3, $0.00 $61, $61, $61, $61, $61, $61, $358, $53, $45, $37, $29, $21, $13, $199, % -283% -155% -91% -53% -28% -119% $4,000 $4,000 $4,000 $4,000 $4,000 $4,000 $4,000 $4,000 $4,000 $4,000 $4,000 $4,000 $246, $201, $164, $135, $113, $100, $100, HR TOOLS PTY LTD INFORMATION MEMORANDUM

44 FORECAST CASH FLOW Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 SALES Capital Investment Subscription Sales $64, $80, $96, $112, $128, Channel Partner Sales Subtotals $64, $80, $96, $112, $128, EXPENSES Salary expense Receptionist Salary $3, $3, $3, $3, $3, Sales Person $6, $6, $6, $6, $6, Sales Person 2 $6, $6, $6, $6, $6, Sales Person 3 $6, $6, $6, $6, $6, Sales Manager $10, $10, $10, $10, $10, Customer Support $6, $6, $6, $6, $6, Office Administration $3, $3, $3, $3, $3, CEO $13, $13, $13, $13, $13, Office Expenses Office Rent $4, $4, $4, $4, $4, Office outgoings $1, $1, $1, $1, $1, Telecommunications $1, $1, $1, $1, $1, Printing Costs $1, $1, $1, $1, $1, Miscelaneous $1, $1, $1, $1, $1, Information Technology Leasing $1, $1, $1, $1, $1, Software Expenses Software Development $2, $2, $2, $2, $2, Web Hosting $ $ $ $ $ Marketing Expenses Advertising $2, $2, $2, $2, $2, Miscelaneous Marketing Expenses $2, $2, $2, $2, $2, Other Expenses Insurance $ $ $ $ $ Accounting $ $ $ $ $ Legal $ $ $ $ $ Subtotals $75, $75, $75, $75, $75, Profit -$11, $4, $20, $36, $52, Profit % -19% 5% 21% 32% 41% Performance Variables No. of sales people $12,000 $12,000 $12,000 $12,000 $12,000 No. of sales managers $4,000 $4,000 $4,000 $4,000 $4,000 Account Balance $88, $92, $113, $149, $201, HR TOOLS PTY LTD INFORMATION MEMORANDUM

45 Dec-16 Jan-17 Feb-17 Mar-17 Apr-17 May-17 Jun-17 Total $144, $160, $176, $192, $208, $224, $240, $1,824, $144, $160, $176, $192, $208, $224, $240, $1,824, $3, $3, $3, $3, $3, $3, $3, $40, $6, $6, $6, $6, $6, $6, $6, $80, $6, $6, $6, $6, $6, $6, $6, $80, $6, $6, $6, $6, $6, $6, $6, $80, $10, $10, $10, $10, $10, $10, $10, $120, $6, $6, $6, $6, $6, $6, $6, $80, $3, $3, $3, $3, $3, $3, $3, $45, $13, $13, $13, $13, $13, $13, $13, $165, $4, $4, $4, $4, $4, $4, $4, $48, $1, $1, $1, $1, $1, $1, $1, $12, $1, $1, $1, $1, $1, $1, $1, $22, $1, $1, $1, $1, $1, $1, $1, $1, $1, $1, $1, $1, $1, $1, $1, $12, $1, $1, $1, $1, $1, $1, $1, $1, $2, $2, $2, $2, $2, $2, $2, $29, $ $ $ $ $ $ $ $6, $2, $2, $2, $2, $2, $2, $2, $24, $2, $2, $2, $2, $2, $2, $2, $24, $ $ $ $ $ $ $ $2, $ $ $ $ $ $ $ $6, $ $ $ $ $ $ $ $6, $75, $75, $75, $75, $75, $75, $75, $884, $68, $84, $100, $116, $132, $148, $164, $913, % 53% 57% 60% 64% 66% 68% 50% $12,000 $12,000 $12,000 $12,000 $12,000 $12,000 $12,000 $4,000 $4,000 $4,000 $4,000 $4,000 $4,000 $4,000 $269, $353, $453, $569, $701, $850, $1,014, $1,014, HR TOOLS PTY LTD INFORMATION MEMORANDUM

46 FORECAST CASH FLOW Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 SALES Capital Investment Subscription Sales $88, $112, $136, $160, $184, Channel Partner Sales Subtotals $88, $112, $136, $160, $184, EXPENSES Salary expense Receptionist Salary $3, $3, $3, $3, $3, Sales Person $6, $6, $6, $6, $6, Sales Person 2 $6, $6, $6, $6, $6, Sales Person 3 $6, $6, $6, $6, $6, Sales Person 4 $6, $6, $6, $6, $6, Sales Person 5 $6, $6, $6, $6, $6, Sales Manager $10, $10, $10, $10, $10, Customer Support $6, $6, $6, $6, $6, Office Administration $3, $3, $3, $3, $3, CEO $13, $13, $13, $13, $13, Office Expenses Office Rent $4, $4, $4, $4, $4, Office outgoings $1, $1, $1, $1, $1, Telecommunications $1, $1, $1, $1, $1, Printing Costs $1, $1, $1, $1, $1, Miscelaneous $1, $1, $1, $1, $1, Information Technology Leasing $1, $1, $1, $1, $1, Software Expenses Software Development $2, $2, $2, $2, $2, Web Hosting $ $ $ $ $ Marketing Expenses Advertising $2, $2, $2, $2, $2, Miscelaneous Marketing Expenses $2, $2, $2, $2, $2, Other Expenses Insurance $ $ $ $ $ Accounting $ $ $ $ $ Legal $ $ $ $ $ Subtotals $89, $89, $89, $89, $89, Profit -$1, $22, $46, $70, $94, Profit % -1% 20% 34% 44% 52% Performance Variables No. of sales people $20,000 $20,000 $20,000 $20,000 $20,000 No. of sales managers $4,000 $4,000 $4,000 $4,000 $4,000 Account Balance $1,013, $1,035, $1,082, $1,153, $1,248, HR TOOLS PTY LTD INFORMATION MEMORANDUM

47 Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18 Total $208, $232, $256, $280, $304, $328, $352, $2,640, $208, $232, $256, $280, $304, $328, $352, $2,640, $3, $3, $3, $3, $3, $3, $3, $40, $6, $6, $6, $6, $6, $6, $6, $80, $6, $6, $6, $6, $6, $6, $6, $80, $6, $6, $6, $6, $6, $6, $6, $80, $6, $6, $6, $6, $6, $6, $6, $80, $6, $6, $6, $6, $6, $6, $6, $80, $10, $10, $10, $10, $10, $10, $10, $120, $6, $6, $6, $6, $6, $6, $6, $80, $3, $3, $3, $3, $3, $3, $3, $45, $13, $13, $13, $13, $13, $13, $13, $165, $4, $4, $4, $4, $4, $4, $4, $48, $1, $1, $1, $1, $1, $1, $1, $12, $1, $1, $1, $1, $1, $1, $1, $22, $1, $1, $1, $1, $1, $1, $1, $1, $1, $1, $1, $1, $1, $1, $1, $12, $1, $1, $1, $1, $1, $1, $1, $1, $2, $2, $2, $2, $2, $2, $2, $29, $ $ $ $ $ $ $ $6, $2, $2, $2, $2, $2, $2, $2, $24, $2, $2, $2, $2, $2, $2, $2, $24, $ $ $ $ $ $ $ $2, $ $ $ $ $ $ $ $6, $ $ $ $ $ $ $ $6, $89, $89, $89, $89, $89, $89, $89, $1,044, $118, $142, $166, $190, $214, $238, $262, $1,569, % 62% 65% 68% 71% 73% 75% 59% $20,000 $20,000 $20,000 $20,000 $20,000 $20,000 $20,000 $4,000 $4,000 $4,000 $4,000 $4,000 $4,000 $4,000 $1,367, $1,509, $1,676, $1,867, $2,082, $2,321, $2,583, $2,583, HR TOOLS PTY LTD INFORMATION MEMORANDUM

48 DEFINITION OF ACRONYMS AFSL Australian Financial Services Licence SAAS Software as a service BSS Business Support Systems 46 HR TOOLS PTY LTD INFORMATION MEMORANDUM

49 CONTACT US HR TOOLS Level 1, Easey Street Collingwood, Victoria Telephone Fax [email protected]

50