Manager Office

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I am a business developer and leader deeply experienced in building relationships at senior corporate levels. Significant experience in structuring and negotiating major financings, analysing business and credit risks, obtaining credit approvals; and documenting and managing corporate and investment banking transactions for major Australian and international corporations. Grew Society Générale’s investment and corporate banking business into a major part of SG’s banking business in Australasia. Ran and delivered profitable and sound credit risk business for SG; by researching, analysing, marketing, partnering with and servicing to the highest standards, selected corporate and government clients. More recently my focus has been successful hands-on industry experience initiating, advising and managing technology start- ups and industrial businesses. This has included all aspects of business commencement, structuring, management and capital raising.

Key Skills Career Highlights

Investment Banking

Corporate Finance, Leasing, Project Finance,

Mining Finance, Trade Finance

Securitisation, debt capital markets,

derivatives in commodities, currencies,

interest rate and equities; and acquisition &

leveraged finance

Corporate advisory & restructuring

Executive leadership & management

Strategic advice and hands-on

implementation, management and execution

Complex deal structuring and execution

Strong influencing and negotiating skills

Outstanding communication & presentation

skills

Built major Investment banking business from

Greenfields into major globally recognised profit

and skills centre

Initiator and founder of technology company

start-ups in the power and digital data

management sector.

Major NFP Board Committee Member (corporate

governance)

Developed major global centre of excellence

expertise in mining and oil & gas finance.

Initiated & developed successful long term

relationships with Rio, BHP, Visy, Fosters, Santos, Woodside, Newcrest, Visy & other key clients

Career History

Luminaire 2010 - Current

Principal

Société Générale 1993 - 2009

Director – Southern Region

General Manager – Victoria

Mobile: 040*-***-***

Email: *****.*********@*****.***

Address: Scottish House Lv 4 / 90 William St

Melb 3000

Australia

Roger Johnson

2 of 5

Experience

Luminaire Melbourne, Vic

Principal 2010 - Current

Luminaire is a successful boutique corporate strategy, finance and re-structuring advisory business I established with a partner in 2010

Luminaire focuses on mid-tier industrial & technology Clients and has provided Consultancy services including strategic restructuring, business and operating plan development and implementation, management and delivery for a number of clients.

Highlights

Founding, and managing as Chief Executive, the start-up of AUSENERGY Holdings Pty Ltd which is commercialising AC motor control technology in Australia, New Zealand and Oceania. Negotiating and arranging a merger with an American partner distribution business; authoring Business Plan and conducting equity capital raising; briefing and managing the introduction of new equity investors

Advising an Australian owned Electrical & Mechanical Engineering company through a full strategic review of the businesses to identify opportunities for efficiencies; full business re- financing; organisational restructuring; determine and implement the reductions in staff and overheads costs; develop a succession plan and to structure and execute.

Strategic advisory for Hubbub Group developing internet and cloud based contract management IP and for start up developing voice recognition technology.

Strategic advisory for Pure Data an IT start-up including the negotiation of the Australian Agency Agreement from the French developer for the technology.

Sourced and negotiated the Australia, New Zealand and Oceania distribution rights for a state of the art AC motor controller technology from USA developer.

Conducted gold and silver mining commercial and geotechnical due diligence program in Peru to identify opportunities for Australian mining skills and investment funds. Identified opportunities and obtained acquisition offers for mining tenements in Peru.

Provided transaction advice to engineering company seeking to dispose of and to acquire divisional operations. Conducted target acquisition due diligence and prepared non-core division sale Information memorandums.

Société Générale Melbourne, Vic

Director – Southern Region 1993 - 2009

Executive position reporting to country MD.

Responsible for Melbourne Office as above and responsible for business development, client relationships and credit risk management and revenue budgets for SG’s Victorian, South Australian, Western Australian and Tasmanian business.

Responsible for managing 30 staff in Corporate Finance, Leasing, Project Finance, Mining Finance,Trade Finance and Administration and Legal Departments. Also responsible for delivering to our clients and targets, SG’s other major global products : securitisation, debt capital markets, derivatives in commodities, currencies, interest rate and equities; and acquisition & leveraged finance.

Developed a specialist global banking practices for SG in Australia, in the base and precious metals mining and in the oil & gas sectors; including project finance and advisory, acquisition finance, commodities and finance derivatives.

My duties also included responsibility for managing all financial markets credit risk exposures for SG’s businesses under Melbourne Office management. This included Business Development initiatives and the membership of Credit and Risk Committees for all client relationships, risk assessments, approvals and documentation for FX, interest rates, leasing, corporate finance exposures. 3 of 5

Took voluntary redundancy after successfully closing the business choosing not to transition to HK when SG decided to close Australian operations.

Major Achievements

SG Melbourne Branch was a major contributor to SG’s sustained, profitable success in Australia during my period as Director

Delivered significantly profitable business revenues and nominal credit losses for a sustained period

Final 3 years of my Directorship, the SG client relationships initiated and transactions managed by me, outperformed budget and generated net banking income for Société Générale of: FY 2007 AUD 30m

FY 2008 AUD 43m

FY 2009 AUD 43m

Zero credit losses on the SG Melbourne corporate loan and financial markets portfolios during this period, which included the commencement of the GFC.

When SG Paris was forced to rationalise its global investment banking business due to the GFC losses; I was successful in ensuring that SG Melbourne Branch clients were not disadvantaged in that process; and that SG did not incur any credit losses due to the GFC, or as the result of closing its Australian corporate banking operations. I successfully managed and handed back zero credit loss and profitable corporate banking business to SG Head Office; and assisted in ensuring that all SG Melbourne s staff were re-employed. General Manager - Victoria 1990 - 2009

Responsible for SG’s Melbourne Office functions and reporting . Businesses comprised : Corporate Finance, Project Finance, Leasing, Treasury and FX, Treasury Back Office, Legal and Administration. Member of SG’s Credit Committee.

Major Achievements

From a Greenfield base, I built corporate and investment banking business in one of the world’s most competitive of corporate banking markets. This took energy, deep banking and finance skills, professional excellence and diligence; and perseverance to succeed over the business cycles.

I was banker who sought to consistently partner and support my target clients over the entire business cycle. Often creating great shareholder value for both my clients and for SG in the process; and especially when the business cycle was at its worst.

Under my leadership and management, SG Melbourne’s corporate and investment net banking revenue grew by a factor of 10 X over my tenure as General Manager.

I ensured SG Melbourne was recognised within Société Générale globally as significant profit driver in country.

I marketed, introduced and signed up new clients for SG: Rio Tinto, BHP, Newcrest Mining, Fosters, Woodside, Santos, Beach Petroleum, FMG, Australian Wheat Board, Telstra, Visy Industries, Victorian Government

I ensured that SG Melbourne recruited and developed its own staff, who I selected, tutored and managed into their banking careers. Many of whom progressed to senior roles in the Société Générale global network and in other investment banks .

Associate Director

Joined Société Générale Australia Ltd (SG) with a the mandate to grow their loan business and diversify SG’s risk into the Australian corporate market.

Responsible for corporate finance business development, prospecting the top 200 Australian corporations and marketing the bank’s treasury, debt, leasing and project finance products.

Assessing credit risk and obtaining head office approvals, negotiation of contracts and documenting and managing transactions and managing client relationships in order to build the business. Major Achievements

I developed new business and lead and managed the team that grew this book from $100m to over A$1bn when prompted to General Manager – Melbourne Branch.

Successfully developed these new revenue streams in, project finance and financial markets derivatives for Interest rates, FX, metals and oil & gas hedging

Consistently achieved better than budget net banking income profitability and nominal credit losses 4 of 5

Major Clients

Rio Tinto BHP Newcrest Visy Pratt Group

Woodside Energy

Santos Beach Petroleum Roc Oil

North Broken Hill

Peko

Telstra Asciano Amcor Fosters Group Wesfarmers

Bonlac SPC Ripcurl Carbone Lorraine WMC

AXA ME Bank Grant Samuel Nufarm Bluescope Steel

Notable Transactions

RIO TINTO

Developed minor relationship into major profitable client for SG

2009 – Mandated Lead Arranger & Underwriter – Rio Tinto’s USD 15nbn Equity Issue to refinance the Alcan acquisition debt facility.

2009 - Mandated Lead Arranger – Rio Tinto’s USD2.5bn Bond issue.

2008 – Mandated Lead Arranger – Rio Tinto’s USD 3.5bn Bond Issue and interest rate swap

2007 - Mandated Lead Arranger & Underwriter for Rio Tinto’s USD38bn acquisition of Alcan Inc. SG’s underwriting was USD7.5bn.

2006 - Structured and marketed SG’s Acquisition finance offer to Rio Tinto

2005 - Joined Rio Tinto’s core bank group with USD 300m 5 year commitment.

2004 – Mandated Lead Arranger - USD 234m 12 year Private Placement for Rio Tinto subsidiary- Iron Ore Co Canada.

BHPBILLITON

Re-instated and repaired relationship from moribund to profitable. Banker since 1988, including funding the unwinding of BHP of Harlin Holdings’ leveraged buyout

1994 - 2008 developed from SG Melbourne, an extensive trade finance business with BHP Billiton’s coal and iron ore divisions

2004 joined BHP Billiton’s Core Bank Group with USD175m commitment for its WMC acquisition.

2007 & 2009 structured and tabled with BHP Billiton, $40bn major acquisition finance commitments from SG.

WOODSIDE ENERGY

2005 initiated relationship for SG and joined core bank group with USD100m facility.

2006 mandated Lead Arranger & Underwriter for USD1.2bn on market bid for Energy Partners Inc.

2006 mandated Lead Arranger for 100% of gas revenue hedging for Gryphon Energy acquisition.

2007 SG appointed Financial Advisor for pre-feasibility for Pluto LNG Stage 1. SANTOS

2005 initiated relationship for SG and joined core bank group with AUD50m facility.

2006 structured and tabled major acquisition finance commitment from SG.

2007 - 2008 SG appointed Financial Advisor for Gladstone LNG . NEWCREST MINING

Initiated relationship for SG and core bank since 1988 to 2009.

1997 mandated Lead Arranger & Underwriter for AUD600m 3 year facility to develop Telfer, Cadia/Ridgeway and Gossowong gold mines. Enabling preservation of company structure post failed merger with Normanby Mining and inability to access equity markets during the Asian Financial Crisis. Risk successfully syndicated.

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FOSTERS BREWING GROUP

Initiated relationship and core bank since 1988 to 2009.

1991 mandated Lead Arranger & Underwriter for GBP 210m 3year facility thus enabling the medium term extension of Fosters’ “on-demand” bank facilities and the underwriting of an equity rights issue to re-capitalise Elders/Fosters group as it de- consolidated; and suffered extensive losses during that deep1990 -1994 recession.

1994 – 2009 provided various corporate facilities and financial markets transactions PRATT GROUP/ VISY INDUSTRIES

Initiated relationship and core bank since 1987 to 2009.

1994 mandated Lead Arranger & Underwriter for group facility re-financing from secured to negative pledge basis on common terms with existing USD Private Bond Placement.

1994 – 2009 undertook extensive FX and I/R and XFX derivatives to hedge USD bonds, revenues and AUD export receivables; and provided extensive corporate facilities. Board Positions

Brotherhood of St Laurence, 1995 – 2015

- Charter Member

- Member Board Audit & Risk Committee

- Member Finance & Investment Committee

Education

Melbourne University Melbourne

Bachelor of Commerce

Northwestern University Chicago

Graduate School of Management,

Executive Management Program

Parade College Melbourne

Extracurricular Activities

Classic car restoration & enthusiast

Surfing

MCC / Cricket

Fine Art history

Referees

I will arrange introductions upon request:

Mr Nick Farr- Jones - Director Taurus Funds Management Mr Ian Goddard - Chairman Hubbub Group

Mr CG “Sandy”Clark - Chairman - Myer Family Company Mr Wesley McKnight - Executive Chairman AUSENERGY

Mrs Jeanne Pratt AC

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