The Madison Group is a market leader in the recruitment sector with offices in Auckland CBD, East Tamaki, Hamilton, Wellington and Christchurch.

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1 29 October 2013 Dear Shareholder On 2 nd October 2013, AWF Group Limited ("AWF Group" or the "Company") announced its intention to acquire all of the shares in Madison Recruitment Limited and Madison Force Limited ("Madison Group"). The Madison Group is a market leader in the recruitment sector with offices in Auckland CBD, East Tamaki, Hamilton, Wellington and Christchurch. AWF Group will acquire the Madison Group for a maximum purchase price of $36 million, comprising: $30 million to be paid at completion; and an additional payment of up to $6 million which is payable subject to the earnings of the Madison Group's business for the 52 weeks following 4 November 2013 exceeding certain thresholds. The purchase price will be funded by new debt facilities to be entered into by the Company with its bankers, ANZ Bank. The acquisition of the Madison Group is conditional on AWF Group shareholders' approval. A resolution to approve the acquisition of the Madison Group and the obtaining of debt financing for the purchase price will be put to shareholders at a special meeting to be held on 18 November 2013 at the Quality Hotel, 20 Gladstone Road, Parnell, Auckland at 2.30pm. In this regard, please find enclosed: a notice of a special meeting of shareholders of AWF Group; and a proxy form. The AWF Group Board fully supports the Madison Acquisition and the associated financing arrangements and unanimously recommends that shareholders vote in favour of the resolution to be put to them at the special meeting. If you are unable to attend the special meeting in person, please complete the enclosed proxy form and return it to the Company by either: hand delivering it to the Company at 2 Walls Road, Penrose, Auckland; posting it to the Company at PO Box 12832, Penrose, Auckland 1642; or faxing it to the Company at , in each case to arrive no later than 5.00pm Saturday 16 November Yours faithfully, Ross B Keenan Chairman

2 2 AWF GROUP LIMITED NOTICE OF SPECIAL MEETING OF SHAREHOLDERS Notice is given that a special meeting of the shareholders of AWF Group Limited ("AWF Group" or the "Company") will be held at Quality Hotel, 20 Gladstone Road, Parnell, Auckland on 18 November 2013, commencing at 2.30pm. BUSINESS The business of the meeting will be to consider and, if thought fit, to pass the following special resolution: "That the shareholders confirm and approve, including for the purposes of section 129 of the Companies Act 1993: (a) (b) the acquisition by the Company of all of the shares of Madison Recruitment Limited and Madison Force Limited ("Madison Acquisition"); and the Company obtaining financing from ANZ Bank New Zealand Limited to fund all or part of the purchase price payable in respect of the Madison Acquisition on, in the Board's opinion, arms length commercial terms ("Financing Arrangements"), as more particularly described in the Explanatory Notes which accompany this Notice of Meeting and that the Directors be authorised to take all actions, do all things and execute all documents and agreements necessary or considered by them to be expedient to give effect to the Madison Acquisition and/or the Financing Arrangements." Explanatory Notes in relation to the Madison Acquisition and Financing Arrangements accompany this Notice of Meeting. NOTES 1. The resolution is a special resolution requiring for passage a 75% majority of the votes of the shareholders entitled to vote and voting on the resolution. 2. All shareholders are entitled to attend and vote at the special meeting or to appoint a proxy (who need not be a shareholder of the Company) or corporate representative (in the case of a corporate shareholder) to attend the special meeting and vote on their behalf. If you wish, you may appoint "The Chairman of the Meeting" as your proxy or as an alternative to your named proxy. The Chairman of the Meeting intends to vote any discretionary proxies in favour of the resolution set out in this Notice of Meeting. A proxy form is enclosed with this Notice of Meeting. 3. To appoint a proxy please complete, sign and return the enclosed proxy form to the Company by either hand delivering it to 2 Walls Road, Penrose, Auckland, posting it to PO Box 12832, Penrose, Auckland 1642 or faxing it to , in each case to arrive no later than 5.00pm Saturday 16 th November By order of the Board Ross B Keenan Chairman 29 October 2013

3 3 EXPLANATORY NOTES ACCOMPANYING THE NOTICE OF SPECIAL MEETING Introduction The purpose of the special meeting is to consider and, if thought fit, to approve a special resolution approving the Madison Acquisition and Financing Arrangements. Overview of Madison Group The Madison Group is a market leader in the recruitment sector with offices in Auckland CBD, East Tamaki, Hamilton, Wellington and Christchurch. The business of the Madison Group, which began in 1998, offers temporary, contract and permanent staffing solutions throughout New Zealand. The business includes an executive contracting division, an IT recruitment division and a division focussed on providing labour hire solutions. The Madison Group offers recruitment at all levels from contact centre, business support through to senior management. 99.5% of the shares in each of Madison Recruitment Limited and Madison Force Limited are held by trusts associated with the founders of the Madison Group (Wynnis Armour and Marisa Fong) and the CEO of the Madison Group, Simon Bennett ("Majority Shareholders"). Simon Bennett will remain employed by the Madison Group and continue to be involved in the business of the Madison Group following completion of the Madison Acquisition. Madison Group and AWF Group had Madison Group s accountants undertake some agreed upon procedures testing on Madison Group s unaudited accounts for the financial year ended 31 March As part of the Company's due diligence review of the Madison Group, Deloitte undertook a limited scope financial due diligence. No matters were identified during the Company's due diligence review to suggest that the financial performance of the Madison Group for the financial year ended 31 March 2013 and the financial period from 1 April 2013 to 31 August 2013 (both unaudited) was materially misstated. The financial performance information showed that: Madison Group's unaudited revenue for the financial year ended 31 March 2013 exceeded $56 million. Normalised EBITDA 1 for the Madison Group for the financial year ended 31 March 2013 was approximately $5 million; and Madison Group's financial performance for the period from 1 April 2013 to 31 August 2013 was achieving the budgeted growth targets for the current financial year. Based on the information provided by Madison Group and AWF Group s own information: the consolidated revenues (being the revenues of AWF Group and the Madison Group) for the first full financial year of operation (2014/15) are estimated to exceed $200 million (AWF Group reported revenue of approximately $130 million for the financial year ended 31 March 2013, and Madison Group reported revenue of $56 million, as noted above); and underlying earnings of the AWF Group (after the acquisition of the Madison Group) after tax is expected to lift to over $8 million. 1 EBITDA means earnings before interest, taxation, depreciation and amortisation.

4 Based on the above (which are subject to various assumptions and qualifications 2 ), AWF Group's underlying earnings per share could exceed 30 cents per share for the 2014/15 financial year. This compares with earnings of 20.7 cents per share reported by AWF Group in the 2012/13 financial year. Such an increase in earnings would allow significant headroom for a steady lift in dividends while also providing for the Company to adopt an appropriate debt reduction programme. 4 Rationale for the Madison Acquisition AWF Group is a New Zealand market leader in the provision of predominantly blue collar temporary staff to industry. AWF Group s extensive geographic representation is mature and provides limited opportunities for growth in the Group s core sectors. New Zealand industry is continually seeking improvements in the recruitment methodology and now often combines the requirement to provide not only blue collar but also temporary and permanent white collar staff. The acquisition of Madison Group creates many new opportunities for AWF Group by bringing together two market leaders. The combined entity will deliver all aspects of recruitment both temporary and permanent, both blue and white collar. For sustainable growth in the future, the Board believes that AWF Group needs to expand out of the blue collar temporary staff sector into the wider recruitment offering. The new opportunities which are expected to be created as a result of the Madison Acquisition and the wider sector involvement available to the integrated AWF/Madison group is expected to significantly lift the AWF Group's attractiveness to clients. Any financial benefits in this respect have not been quantified in the above forecasts. Summary of the Madison Acquisition The Company has entered into an agreement for the sale and purchase of shares ("Share Purchase Agreement") to acquire all of the shares in Madison Recruitment Limited and Madison Force Limited ("Madison Group"). The Company will acquire the Madison Group for a maximum purchase price of $36 million, comprising: $30 million to be paid at completion; and an additional payment of up to $6 million which is payable subject to the earnings of the Madison Group's business for the 52 weeks following 4 November 2013 ("Earnout Period") exceeding certain thresholds. Such amount (if any) is expected to be paid in late November The purchase price will be funded by new debt facilities to be entered into by the Company, the key terms of which are described further below. Completion of the Madison Acquisition is scheduled for 2 December 2013, with an effective date of 4 November Completion of the acquisition is conditional upon: 2 These assumptions and qualifications include, but are not limited to, key clients and key employees continuing their involvement with the Madison Group's business following completion, organic growth of AWF Group continuing at, or exceeding, current levels and the business of the Madison Group continuing to grow at a rate at least consistent with recent growth.

5 5 the Company obtaining all necessary shareholder approvals; and the Company being satisfied that certain key clients and key employees will continue their involvement with the Madison Group's business following completion. The second condition was designed to deal with the major risks identified in respect of this transaction, being the retaining of key clients as well as key employees who have the relationships with those customers. These risks are well known to the AWF Group, being risks all participants in the recruitment industry face. Since the announcement of the proposed acquisition was made, AWF Group has been able to discuss the transaction with Madison Group's key customers and key employees and is satisfied that these persons will continue their involvement with the Madison Group after its acquisition by AWF Group. This condition has therefore been satisfied. The only remaining condition is shareholder approval to the transaction, to be sought at the special meeting to be held on 18 November 2013, commencing at 2.30pm. In addition to the matters noted above, set out below is a summary of other material terms of the Share Purchase Agreement: During the Earnout Period, the board of directors of each of Madison Recruitment Limited and Madison Force Limited will comprise six directors being Wynnis Armour, Marisa Fong, Simon Bennett and three persons to be nominated by the Company. The Company provides certain undertakings to the vendors in respect of the operation of the Madison Group during the Earnout Period including an undertaking not to change the nature of the Madison Group's business during that period. The Majority Shareholders have given standard undertakings not to compete with the business of the Madison Group within New Zealand for a period of four years following completion. The Company and the Majority Shareholders are to enter into a tax indemnity deed at Completion under which the Majority Shareholders provide indemnities in respect of tax matters in favour of the Company. The tax indemnity is subject to certain time and monetary limitations. The Share Purchase Agreement includes warranties and indemnities from the Vendors in favour of the Company. The warranties are subject to certain time and monetary limitations. Summary of the Financing Arrangements Arrangements for new debt facilities are in place to fully fund the transaction. AWF Group's existing bankers, ANZ Bank, have agreed to provide full funding for the transaction. The key terms of these debt facilities are as follows: Funds for the first payment on account of the purchase price of $30 million is due for draw down on Monday 2 nd December There is provision for additional funds of up to $6 million to be available to meet the second payment, on account of the purchase price, due to be paid (subject to satisfaction of the earnings requirement referred to above) in late It is an interest only facility until 1 December Reporting covenants acceptable to the AWF Group Board have been included. Interest will accrue on the amount advanced at a floating rate (currently 4.98% per annum). Advances will be secured by the existing guarantees of each subsidiary of the AWF Group in favour of ANZ Bank, with the Madison Group joining the guaranteeing group after their acquisition.

6 6 Directors' Recommendation The AWF Group Board fully supports the Madison Acquisition and Financing Arrangements and unanimously recommends that shareholders vote in favour of the resolution to be put to them at the special meeting. Each Director has indicated that they will be voting the shares in AWF Group they hold or control in favour of the resolution. The Chairman of the special meeting intends to vote any discretionary proxies in favour of the resolution. The AWF Group Board has confidence that this acquisition will bring together two market leaders to create a recruitment services provider which will be New Zealand s strongest, most innovative and diverse recruitment company. AWF Group has undertaken a thorough due diligence process supported by professional advisors and is satisfied that the consolidated group will provide a broader base for long term growth and strong earnings. Requirement for Shareholder Approval The entry into each of the Madison Acquisition and Financing Arrangements is a major transaction for the purposes of the Companies Act 1993 ("Act") and accordingly requires shareholder approval (by special resolution) under the Act. A special resolution is passed if 75% of the votes of shareholders entitled to vote and voting on the resolution are voted in favour of the resolution. For the purposes of the Act, a major transaction includes the acquisition of, or an agreement to acquire, assets the value of which is more than half the value of the company's assets before the acquisition. A major transaction also includes a transaction that has, or is likely to have, the effect of the company incurring obligations or liabilities the value of which is more than half of the value of the company's assets before the transaction. The purchase price for the Madison Acquisition (being up to $36 million) and the debt to be acquired pursuant to the Financing Arrangements (being up to $36 million) are each more than half the value of the Company's assets, meaning approval under section 129 of the Act is required. Minority Buy-out Rights Section 110 of the Act may confer minority buy-out rights on shareholders who vote against the resolution to approve the Madison Acquisition and Financing Arrangements. For a shareholder to exercise those minority buy-out rights, the shareholder must cast all the votes attached to shares registered in the shareholder's name and having the same beneficial owner against the resolution. If the resolution is nevertheless passed, to exercise minority buyout rights such a shareholder must, within 10 working days of the passing of the resolution, give written notice to the Company that the shareholder requires the Company to purchase the shareholder's shares. Within 20 working days of receipt of the notice the Board must: (a) (b) (c) agree to purchase the shares; or arrange for some other person to agree to purchase the shares; or apply to the court for an order exempting the Company from the obligation to purchase the shares on the grounds that the purchase would be disproportionately damaging to

7 the Company or that the Company cannot reasonably be required to finance the purchase or it would not be just and equitable to require the Company to purchase the shares; or 7 (d) arrange for the resolution to be rescinded by special resolution of shareholders, or decide in the appropriate manner not to take the action concerned, as the case may be. Written notice of the Board's decision must be given to the relevant shareholder(s). Where the Board agrees to the purchase of the shares by the Company, it must give notice to the relevant shareholder(s), within 5 working days after the notice referred to in the preceding paragraph, setting out the price the Board offers to pay for those shares. That price must be a fair and reasonable price as at the close of business on the day before the resolution was passed calculated using a default methodology designed to achieve a pro rata portion of the fair and reasonable value of all shares in the Company adjusted to exclude any fluctuation in the value of all shares that occurred and that was due to, or in expectation of the proposed transaction. Because the buy-out price would not include the value of the Madison Acquisition, the Board considers shareholders will be disadvantaged if they exercise buy-out rights. The Board may use a different methodology to calculate the fair and reasonable price if using the default methodology would be clearly unfair to the shareholder or the Company (and in that case the Board must also state in the notice why calculating the price under the default methodology would be clearly unfair). A shareholder may object to the price offered by the Board by giving written notice to the Company no later than 10 working days after the date the Board gave notice of the price offered by the Board. If, within that 10 working day period, no objection to the price offered by the Board has been received by the Company, it must, purchase the shares at the nominated price. If within that 10 working days an objection to the price has been received by the Company, the fair and reasonable price must be submitted to arbitration. The Company must within 5 working days of receiving the objection pay on a provisional basis the price nominated by the Board. The arbitration is to be conducted in accordance with the Arbitration Act If the price determined by the arbitrator: (a) (b) exceeds the provisional price paid by the Company, then the arbitrator must order the Company to pay the balance owing to the shareholder; or is less than the provisional price paid by the Company, then the arbitrator must order the shareholder to pay the excess to the Company. The arbitrator must award interest on any balance payable or excess to be repaid except in exceptional circumstances. If a balance is owing to the shareholders the arbitrator may award, in addition to or instead of interest, damages for loss attributable to the shortfall in the initial payment. If the Board arranges for some other person to agree to purchase the shares, the provisions set out in the preceding paragraphs will (with all appropriate modifications) apply to the purchase of shares by such person and, in addition, the Company must indemnify the shareholder in respect of any losses suffered by the shareholder by reason of the failure by the person to purchase the shares at the price nominated or fixed by arbitration, as the case may be.