20 February 2019 2019 Extraordinary General Meeting – Blue Whale transaction Aquis Entertainment Limited (the Company) (ASX Code: AQS) refers to its previous announcement on 21 December 2018 regarding transactions to be implemented between the Company, Blue Whale Entertainment Pty Ltd (a company owned and controlled by Mr Michael Gu, the Group CEO of iProsperity Group) and Aquis Canberra Holdings (Aus) Pty Ltd (Proposed Transactions). The Company is pleased to announce that an Extraordinary General Meeting (EGM) of the Company will be held at 10.00am (Brisbane time) on Thursday, 21 March 2019 at Level 2, Icon Energy Building, 204 Miami Key, Broadbeach Waters, Queensland to consider the Proposed Transactions. The Notice of Meeting relating to the EGM (which incorporates the Explanatory Notes, Proxy Form and Independent Expert’s Report) is attached to this announcement and has been mailed to shareholders. The Notice of Meeting is also available on the Company’s website. The Notice of Meeting (including the Independent Expert’s Report) is an important document and shareholders are encouraged to read it in full. For further information please contact: Allison Gallaugher CEO & Executive Director 02 6257 7074 [email protected] AQUIS ENTERTAINMENT LIMITED ABN 48 147 411 881 NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM Date of Meeting 21 March 2019 Time of Meeting 10:00AM (AEST) Place of Meeting Level 2, Icon Energy Building, 2-4 Miami Key, Broadbeach Waters, Queensland The Independent Directors unanimously recommend that Shareholders vote in favour of each Resolution in the absence of a superior proposal and subject to the Independent Expert maintaining its conclusion that the Proposed Transaction is fair and reasonable. The Independent Expert has determined that the Proposed Transaction is fair and reasonable to the non-associated Shareholders of the Company. This document is important and requires your immediate attention. Carefully read this document in its entirety and consult your stockbroker, legal adviser, accountant, licensed financial adviser or other professional adviser if you are in any doubt as to what to do. A Proxy Form is enclosed If you are unable to attend the General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions. Importance Notices and Disclaimer BACKGROUND Notice is given that a general meeting of Shareholders of Aquis Entertainment Limited ABN 48 147 411 881 will be held at Level 2, Icon Energy Building, 2-4 Miami Key, Broadbeach Waters, Queensland on 21 March 2019 at 10:00AM (AEST). The Explanatory Memorandum and Proxy Form, which accompany and form part of this Notice of Meeting, describe in more detail the matters to be considered. The Directors recommend Shareholders read the Notice of Meeting, the accompanying Explanatory Memorandum, Independent Expert’s Report and the Proxy Form in full before making any decision in relation to the Resolutions. DEFINED TERMS Capitalised terms not otherwise defined in this Notice of Meeting have the meaning given in the Glossary contained in the Explanatory Memorandum below. DISCLAIMER AS TO FORWARD LOOKING STATEMENTS This Notice of Meeting (which includes the Explanatory Memorandum, the Independent Expert’s Report and the Proxy Form) contains forward looking statements, including statements of current intention, statements of opinion and predictions as to possible future events. These forward looking statements are based on, among other things, the assumptions, expectations, estimates, objectives, plans and intentions of Aquis (and, to the extent applicable, Blue Whale). Forward looking statements are subject to inherent risks and uncertainties. Although Aquis believes that the expectations reflected in any forward looking statement included in this Notice of Meeting are reasonable, no assurance can be given that such expectations will prove to be correct. Actual events, results or outcomes may differ materially from the events, results or outcomes expressed or implied in any forward looking statement. Except as required by applicable law or the Listing Rules, Aquis does not undertake to update or revise these forward looking statements, nor any other statement whether written or oral, that may be made from time to time by or on behalf of Aquis, whether as a result of new information, future events or otherwise. None of Aquis (nor any of its officers, employees or advisers) or any other person named in, or involved in the preparation of, this Notice of Meeting, makes any representation or warranty (express or implied) as to the accuracy or likelihood or fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, except to the extent required by law. You are cautioned not to place undue reliance on any forward looking statement. The forward looking statements in this Notice of Meeting reflect views held only as at the date of this Notice of Meeting. Forward looking information is by its very nature subject to uncertainties and can be affected by unexpected events, many of which are outside the control of the directors of Aquis. Any variation to the assumptions on which the forward looking statements have been prepared could be materially positive or negative to actual performance of Aquis. Information provided by Aquis for the Independent Expert Report included forecasts of future revenues, expenditures, profits and cash flows. Aquis and the Independent Expert do not in any way guarantee or otherwise warrant the achievability of the outcomes contemplated in the forward looking information. This type of information in inherently uncertain. This information represents predictions of future events that cannot be assured and are necessarily based on assumptions, many of which are beyond the control of the company and its management. Actual results may be more or less favourable. page | 2 NO ACCOUNT OF PERSONAL CIRCUMSTANCES AND NO OFFER OF SECURITIES This Notice of Meeting does not take into account the individual investment objectives, financial or tax situation or particular needs of any person. You should seek independent legal, financial and taxation advice before making a decision as to whether or not to vote in favour of the Resolutions. This Notice of Meeting is not an offer, invitation or recommendation to subscribe for or purchase securities in Aquis and is not a disclosure document. This Notice does not constitute investment or financial product advice (nor tax, accounting or legal advice) and is not intended to be used for the basis of making an investment decision. RISK FACTORS Shareholders should note that there are many potential benefits to them if the Proposed Transaction proceeds, there are also a number of disadvantages or risk factors will apply if the Resolutions are passed and the Proposed Transaction proceeds. The Section entitled “Key Reasons to Vote Against the Resolutions and the Proposed Transaction” in Section 3 of the Explanatory Statement set out some of these disadvantages and risk factors. EFFECT OF ROUNDING Certain figures, amounts, percentages, prices, estimates, calculations of value and fractions in this Notice of Meeting may be subject to the effect of rounding. Accordingly, the actual calculation of these figures, amounts, percentages, prices, estimates, calculations of value and fractions may differ from the figures, amounts, percentages, prices, estimates, calculations of value and fractions set out in this Notice of Meeting. NOTICE TO PERSONS OUTSIDE AUSTRALIA This Notice of Meeting has been prepared in accordance with Australian laws, disclosure requirements and accounting standards. These laws, disclosure requirements and accounting standards may be different to those in other countries. The distribution of this Notice of Meeting may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this Notice of Meeting should inform themselves of, and observe, any such restrictions. AUTHORISATION No person is authorised to give any information or make any representation in connection with the Proposed Transaction, as it relates to the Resolutions, which is not contained in this Notice of Meeting. Any information or representation not contained in this Notice of Meeting (other than to the extent that information has been provided by Aquis), may not be relied on as having been authorised by Aquis or the Board in connection with the Resolutions. PRIVACY To assist Aquis to conduct the Meeting, Aquis may collect personal information including names, contact details and shareholdings of Shareholders and the names of persons appointed by Shareholders to act as proxy at the Meeting. Personal information of this nature may be disclosed by Aquis to its share registry, print and mail service providers, advisers and agents of Aquis for the purposes of implementing the Proposed Transaction. Shareholders have certain rights to access their personal information that has been collected. If you would like details of information about you held by Aquis, please contact Aquis on + 61 262 577 074. RESPONSIBILITY FOR INFORMATION The information contained in this Notice of Meeting (except for the Independent Expert’s Report and information regarding Blue Whale and its Associates and their intentions) has been prepared by Aquis and is the responsibility of Aquis. None of Blue Whale, its Associates or its advisers assumes any responsibility for the accuracy or completeness