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1. the Proposed Transaction

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1. the Proposed Transaction EFTEL LIMITED ACN 073 238 178 NOTICE OF GENERAL MEETING, EXPLANATORY STATEMENT AND INDEPENDENT EXPERT’S REPORT TIME : 10.00am (WST) DATE : 29 June 2011 PLACE : Citigate Hotel 707 Wellington St PERTH WESTERN AUSTRALIA This Notice of Meeti ng , Explanatory Statement and Independent Expert’s Report should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisors prior to voting. For personal use only Should you wish to discuss the matters in this Notice of Meeting, Explanatory Statement or Independent Expert’s Report please do not hesitate to contact the Company Secretary, Mr John Raftis on (+61 8) 9420 9999. 26 May 2011 Dear Fellow Shareholder Re: Major Transaction On 8 April, your company Eftel Limited ( ASX: EFT ) announced an in principle agreement to purchase ClubTelco Pty Ltd, a national ISP with offices in Queensland, Victoria and the Philippines. A formal transaction agreement was entered into on 18 April 2011. ClubTelco is a very similar business to Eftel. It delivers around 60,000 services, including ADSL, fixed line telephony, VoIP, mobile broadband and mobile telephony, and generates approximately $28M annual turnover. ClubTelco was formed by the founders and directors of Dodo, Australia’s largest privately held telecommunications company, who have been an Eftel partner since 2008. The transaction, which is subject to Eftel shareholder approval, will see your company double in size to 120,000 active services and in excess of $55M annual turnover. The combined entity will employ more than 300 people located across offices in Manila, Kuala Lumpur, Melbourne, the Gold Coast and Perth. The agreement will also see $2.1M of additional equity capital injected by the new shareholders. Combined with the introduction of the ClubTelco business the new capital being brought into the business is estimated at $9.6M. The shares will be issued at approximately 1.243cents each, representing an 18% premium to the one month weighted average price at the time of the announcement. This proposed transaction brings the most significant opportunities to date to Eftel’s growth plans. Apart from being your company’s largest ever merger or acquisition deal, the proposed transaction introduces a fresh controlling interest in the form of the key stakeholders in Dodo. They are, without peer, this industry’s organic growth champions. Eftel’s history is one of merger and acquisition, and we have continued to foreshadow that we would keep growing through this process. As already demonstrated by the market’s reaction since we announced this deal, we believe it offers substantial upside to shareholder value. By contrast, we believe that continuing as a standalone entity presents very significant threats and challenges. Numerous companies of similar and even larger size have in recent years exited the marketed as standalone entities. We believe the present structure of the industry demands urgent scaling up. As part of this deal we have also been able to attract the services of Scott Stavretis as the new CEO of your company. Scott has come across from Dodo, where he was responsible for the executive management and operations of the entire group. He has over 15 years of Internet and telecommunications experience. Since its inception in 2001, he has played a pivotal role in Dodo’s growth into Australia’s largest private For personal use only telecommunications group. He was also responsible for forming related entities including Dodo Power & Gas and ClubTelco. Scott is offering to personally put $500,000 of investment into your company at the same price that has been offered by the other new investors. This is also subject to your approval. We believe this additional equity, taken in the first instance as loan funds, are essential for your company at this important phase of its development, and that Scott’s sizeable personal investment will also give the shareholders at large greater confidence. As part of the ClubTelco transaction process, your Board engaged William Buck in Sydney as an Independent Expert to review the proposed transaction. They have formed the view that this transaction is fair and reasonable to the existing Eftel shareholders. This booklet contains your Notice of Meeting, Explanatory Statement and Independent Expert’s Report. We have also enclosed your Proxy Form and Reply Paid Envelope. Your vote on this matter is very important and we trust you will participate in this process. Thank you for your continued investment in Eftel. Yours sincerely Simon Ehrenfeld MBA MMR Executive Chairman About Eftel Eftel Ltd is a multiple award winning Internet and telecommunications provider, with offices in Perth, Melbourne and Cyberjaya, Kuala Lumpur. Eftel operates wholesale, retail and corporate divisions. Eftel Corporate is among Australia’s most reliable ISPs, offering tailored solutions to business and government clients throughout Australia. It is a preferred supplier to the Victorian Government. Eftel Retail is a Top 10 Internet Service Provider offering a full suite of consumer Internet products. It also operates the aaNet brand, which focuses on broadband services in the online discount market. Eftel Wholesale services a quarter of Australia’s ISPs with a range of services including IP, co-location, dialup ports and DSL Broadband. On 18 April 2011, Eftel entered into a formal transaction agreement to purchase For personal use only ClubTelco , which will double the size of the business. ClubTelco delivers ADSL, fixed line telephony, VoIP, mobile broadband and mobile telephony. ClubTelco was founded by the directors of Dodo Australia, the country’s largest privately held telecommunications company. The transaction is subject to shareholder approval. CONTENTS PAGE Notice of General Meeting (setting out the proposed resolutions) 4 Explanatory Statement (explaining the proposed resolutions) 6 Glossary 22 Independent Expert’s Report Annexed Proxy Form Enclosed TIME AND PLACE OF MEETING AND HOW TO VOTE VENUE The general meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am (WST) on 29 June 2011 at: Citigate Hotel 707 Wellington St PERTH, WESTERN AUSTRALIA Registration commences 9.30am (WST). YOUR VOTE IS IMPORTANT The business of the General Meeting affects your shareholding and your vote is important. VOTING IN PERSON To vote in person, attend the General Meeting on the date and at the place set out above. VOTING BY PROXY To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. For personal use only 3 NOTICE OF GENERAL MEETING Notice is given that the general meeting of Shareholders will be held at 10.00am (WST) on 29 June 2011 at Citigate Hotel, 707 Wellington St, Perth. The Explanatory Statement provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 7.00pm (EST) on 27 June 2011. Terms and abbreviations used in this Notice of Meeting are defined in the Glossary. AGENDA 1. RESOLUTION 1 – APPROVAL FOR CHANGE IN NATURE AND SCALE OF ACTITIVES To consider and, if thought fit, to pass the following resolution as an ordinary resolution : “That, for the purpose of Listing Rule 11.1.2 of the Listing Rules of ASX Limited, and for all other purposes, approval is given for the Company to make a significant change in the nature and scale of its activities as described in the Explanatory Statement accompanying this Notice.” Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any of their associates. However, the company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. 2. RESOLUTION 2 – ACQUISITION OF CLUBTELCO PTY LIMITED, PLACEMENT AND ACQUISITION OF RELEVANT INTEREST IN SHARES To consider and, if thought fit, to pass the following resolution as an ordinary resolution : “That, subject to the passing of Resolution 1, for the purpose of Section 611 Item 7 of the Corporations Act and for all other purposes, approval is given for: (a) the Directors to allot and issue 772,517,287 Shares under a share placement as follows: (i) 603,529,130 Shares to ClubTelco Australia Pty Limited (CTA ), as consideration for the acquisition of 100% of the ordinary fully For personal use only paid shares in the issued capital of ClubTelco Pty Limited (ClubTelco ) held by CTA; (ii) 113,222,065 Shares to Cannes Management Pty Limited in its capacity as trustee for Kestelman Family Trust No. 2 ( Cannes Management ), as consideration for the payment of $1,407,000 ; and 4 (iii) 55,766,092 Shares to MIS Investments Pty Limited in its capacity as trustee for Slepoy Family Trust No. 3 ( MIS Investments ), as consideration for the payment of $693,000 ; and (b) the acquisition of relevant interests in the shares of the Company in excess of a threshold prescribed by Section 606(1) of the Corporations Act by virtue of the shares referred to in (a) above, on the terms and conditions set out in the Explanatory Statement.” Independent Expert’s Report: Shareholders should carefully consider the independent expert’s report prepared by William Buck for the purposes of shareholder approval required under Section 611 Item 7 of the Corporations Act.
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