Corporations Law Form

Form 603 Corporations Act 2001 Notice of initial substantial holder Section 671B VOC To:Company Name/Scheme The Secretary Vocus Communications Limited Level 1 189 Miller Street North Sydney NSW 2060 Ph: (02) 8999 8999 Fax: (02) 9959 4348 ACN 084 115 499 1. Details of substantial National Australia Bank Limited (ACN 004 044 937) and its associated entities listed in shareholder Annexure A Name & ACN (if applicable) The holder became a substantial holder on 09/01/2015 2. Details of voting power The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate had a relevant interest in on the date the substantial holder became a substantial holder are as follows: Class of securities Number of securities Persons’ votes Voting power Fully paid ordinary 5,295,653 5,295,653 5.025% shares 3. Details of relevant interests The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows: Holder of relevant interest Nature of relevant interest Class and number of securities MLC Investments Limited Power to control the voting and /or disposal Fully paid ordinary of securities pursuant to its position as the shares responsible entity or trustee of various 852,094 managed investment schemes and trusts. NabInvest Managed Power to control the voting and /or disposal Fully paid ordinary Investments Limited of securities pursuant to its position as the shares responsible entity or trustee of certain 1,435,747 managed investment schemes or trusts (NAB ICS and SPF investments). MLC Wealth Management Power to exercise voting rights pursuant to Fully paid ordinary Limited position held as the Registrable shares Superannuation Entity licensee for the 71,993 superannuation products it issues. National Australia Bank Limited Power to control the voting and /or disposal Fully paid ordinary of securities pursuant to securities lending shares agreements. 1,584,476 National Australia Bank Limited Relevant interest arising as a result of Fully paid ordinary National Australia Bank Limited having shares voting power above 20% in Pengana 1,118,340 Holdings Pty Limited who controls Pengana Capital Limited, an investment manager of various unit trusts. National Australia Bank Limited Power to control the voting and /or disposal Fully paid ordinary of securities pursuant to securities lending shares agreements. 233,003 TOTAL 5,295,653 4. Details of present registered holders The persons registered as holders of the securities referred to in paragraph 3 above are as follows: Holder of relevant interest Registered holder of securities Person entitled to be Class and number of registered as holder securities MLC Investments Limited National Nominees Limited Fully paid ordinary (ACN 004 278 899) shares 852,094 NabInvest Managed National Nominees Limited Fully paid ordinary Investments Limited (ACN 004 278 899) shares 1,435,747 MLC Wealth Management Navigator Australia Limited Fully paid ordinary Limited (ACN 006 302 987) shares 71,993 National Australia Bank National Nominees Limited Fully paid ordinary Limited (ACN 004 278 899) shares 1,584,476 National Australia Bank BNP Paribas Nominees Pty Limited Fully paid ordinary Limited (ACN 084 150 023) shares 1,118,340 National Australia Bank National Nominees Limited Fully paid ordinary Limited (ACN 004 278 899) shares 233,003 TOTAL 5,295,653 5. Consideration The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows: Holder of relevant Class and number of Date of acquisition Consideration interest securities Fully paid ordinary Cash Non-cash shares No consideration National Australia Bank 31/12/2014 to 09/01/2015 directly referable to Refer to Appendix 1 Limited - Securities Lending the securities Table provided by NAB No consideration National Australia Bank 2/01/2015 - Stock borrow directly referable to 100,000 Limited (refer Appendix 2) the securities provided by NAB No consideration National Australia Bank 9/01/2015 - Stock return directly referable to 20,000 Limited (refer Appendix 2) the securities provided by NAB 6. Associates The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows: Name and ACN/ARSN (if Nature of association applicable MLC Investments Limited MLC Investments Limited is a wholly owned subsidiary of MLC Holdings Limited whose ultimate parent is National Australia Bank Limited. NabInvest Managed NabInvest Managed Investments Limited is a wholly owned Investments Limited subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited MLC Wealth Management MLC Wealth Management Limited is a wholly owned Limited subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited. 7. Addresses The addresses of persons named in this form are as follows: Name Address National Australia Bank Level 1 Limited 800 Bourke Street DOCKLANDS VIC 3008 MLC Investments Limited Ground Floor 105-153 Miller Street NORTH SYDNEY NSW 2060 National Nominees Limited Level 1 800 Bourke Street DOCKLANDS VIC 3008 NabInvest Managed Ground Floor Investments Limited 105-153 Miller Street NORTH SYDNEY NSW 2060 MLC Wealth Management Ground Floor Limited 105-153 Miller Street NORTH SYDNEY NSW 2060 Navigator Australia Limited Ground Floor 105-153 Miller Street NORTH SYDNEY NSW 2060 BNP Paribas Nominees Pty Level 6 Limited 60 Castlereagh Street SYDNEY NSW 2000 Signature Name Fiona Last Capacity Company Secretary for and on behalf of National Australia Bank Limited Signature 14/01/2015 Appendix 1 - VOC Type of agreement and National Australia Bank Limited and National Australia Bank Limited and parties to agreement Securities Borrowing Agreement (SBA) clients AMSLA Counterparties (i) UNISUPER LIMITED ( b ) UBS SECURITIES AUSTRALIA LTD (ii) TELSTRA SUPER PTY LTD ( c ) MACQUARIE BANK LTD (ix) AUSTSAFE PTY LTD ( d ) MERRILL LYNCH EQUITIES (AUSTRALIA) LTD (v) CARE SUPER PTY LTD ( e ) JP MORGAN SECURITIES AUSTRALIA LIMITED ( h ) MORGAN STANLEY AUSTRALIA SECURITIES LIMITED 31/12/2014 to 9/1/2015 31/12/2014 to 9/1/2015 Transfer dates Specific dates for each transfer can be found by matching the number Specific dates for each transfer can be found by matching the number reference in the 'Type of agreement and parties to agreement' field reference in the 'Type of agreement and parties to agreement' field to the to the accompanying list of transactions. accompanying list of transactions. Holder of voting rights Registered owner Registered owner The registered owner holds voting rights. However, in certain The registered owner holds voting rights. However, in certain circumstances Are there any restrictions circumstances the lender may request for the borrower to use best the lender may request for the borrower to use best endeavours to arrange on voting endeavours to arrange for voting instructions to be exercised in for voting instructions to be exercised in accordance with the instructions accordance with the instructions from the lender. from the lender. Scheduled date of return On demand On demand (if any) Does the borrower have Yes - at notice Yes - at notice the right to return early? Does the lender have the Yes - at notice Yes - at notice right to recall early? Will the securities be Yes, or equivalent protection under Securities Borrowing Agreement. Yes, or equivalent protection under AMSLA. returned on settlement? National Australia Bank Limited will, if required by the company or responsible entity to whom the prescribed form must be given or ASIC give a copy of the agreements to the company, responsible entity or ASIC. Appendix 1- VOC No. of AMSLA Date Nature of Change Consideration Securities Class Counterparty 31/12/2014 Settle Sec Loan 135000 ORD ( h ) 31/12/2014 Return Security -52095 ORD ( b ) 31/12/2014 Return Security -1024 ORD ( b ) 31/12/2014 Collateral Settle Sec Loan 237000 ORD ( c ) 2/01/2015 Return Security -135000 ORD ( h ) 2/01/2015 Unsett Sec Rtn 135000 ORD ( h ) 2/01/2015 Return Security -543717 ORD ( b ) 5/01/2015 Return Security -135000 ORD ( h ) 5/01/2015 Return Security -56283 ORD ( b ) 8/01/2015 Return Security -70000 ORD ( e ) 8/01/2015 Settle Sec Loan 190000 ORD ( b ) 8/01/2015 Pending Loan 400000 ORD ( d ) 8/01/2015 Pending Loan 84000 ORD ( b ) 9/01/2015 Return Security -3753 ORD ( b ) 9/01/2015 Settle Sec Loan 5000 ORD ( b ) 9/01/2015 Pending Loan 86229 ORD ( b ) Appendix 1- VOC No. of SBA Date Nature of Change Consideration Securities Class Counterparty 31/12/2014 Settle Sec Loan 78690 ORD (ii) 31/12/2014 Settle Sec Loan 44327 ORD (v) 31/12/2014 Settle Sec Loan 11983 ORD (i) 31/12/2014 Return Security -52095 ORD (v) 31/12/2014 Return Security -1024 ORD (i) 2/01/2015 Re-Alloc Rtn -11243 ORD (v) 2/01/2015 Re-Alloc Loan 10219 ORD (i) 2/01/2015 Re-Alloc Loan 1024 ORD (i) 2/01/2015 Return Security -78690 ORD (ii) 2/01/2015 Return Security -33084 ORD (v) 2/01/2015 Return Security -22202 ORD (i) 2/01/2015 Return Security -1024 ORD (i) 2/01/2015 Unsett Sec Rtn 78690 ORD (ii) 2/01/2015 Unsett Sec Rtn 33084 ORD (v) 2/01/2015 Unsett Sec Rtn 22202 ORD (i) 2/01/2015 Unsett Sec Rtn 1024 ORD (i) 2/01/2015 Return Security -248179 ORD (i) 2/01/2015 Return Security -86519 ORD (ix) 2/01/2015 Return Security -209019

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