Iinet LIMITED ABN 48 068 628 937

iiNET LIMITED ABN 48 068 628 937

NOTICE OF GENERAL MEETING AND INFORMATION MEMORANDUM

For the General Meeting to be held on Tuesday, 20 March 2012 at 12.30pm (WST) at Level 2, 502 Hay Street, Subiaco, Western Australia

CONTENTS NOTICE OF GENERAL MEETING ...... 3 Important information for Shareholders ...... 5 INFORMATION MEMORANDUM ...... 7 RESOLUTION 1 - RATIFICATION OF SHARE ISSUE ...... 7 RESOLUTION 2 – APPROVAL OF FINANCIAL ASSISTANCE – ACQUISITION OF TRANSACT ...... 8 RESOLUTION 3 – APPROVAL OF FINANCIAL ASSISTANCE – ACQUISITION OF INTERNODE ...... 9 Glossary ...... 11

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NOTICE OF GENERAL MEETING

Notice is given that a General Meeting (“Meeting”) of shareholders of iiNet Limited (ABN 48 068 628 937 ) will be held on Tuesday, 20 March 2012 at 12.30 pm (WST) at Level 2, 502 Hay Street, Subiaco, Western Australia.

The attached Information Memorandum is provided to supply shareholders with information to enable them to make an informed decision regarding the resolutions set out in this Notice of Meeting. The Information Memorandum is intended to be read in conjunction with, and forms part of, this Notice of Meeting. Terms defined in the Glossary to the Information Memorandum have the same meaning when used in this Notice of Meeting. AGENDA

RESOLUTION 1 – RATIFICATION OF SHARE ISSUE To consider and, if thought fit, pass as an ordinary resolution: "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the issue and allotment of 12,072,664 Shares, as further detailed in the Information Memorandum." Voting exclusion: The Company will disregard any votes cast on Resolution 1 by any person who participated in the issue, and any of their associates, unless: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or (b) 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.

RESOLUTION 2 – APPROVAL OF FINANCIAL ASSISTANCE – ACQUISITION OF TRANSACT To consider and, if thought fit, pass as a special resolution: “That, in accordance with section 260B(2) of the Corporations Act, approval is given for: (a) TransACT Communications Pty Ltd (ABN 32 091 752 297); (b) TransACT Capital Communications Pty Ltd (ABN 23 093 966 888); (c) TransACT Victoria Holdings Pty Ltd (ABN 18 000 042 295); (d) TransACT Victoria Communications Pty Ltd (ABN 55 647 895 442); (e) TransFlicks Pty Ltd (ABN 48 090 996 213); (f) A.C.N 088 889 230 Pty Ltd (ACN 088 889 230); (g) Cable Licence Holdings Pty Ltd (ABN 23 097 273 606); and (h) TransACT Broadcasting Pty Ltd (ABN 14 096 846 776), each a wholly-owned subsidiary of the Company (either directly or indirectly), to provide financial assistance to the Company in connection with the acquisition by the Company of all the issued share capital of TransACT Communications Pty Ltd (ABN 32 091 752 297), as further described in the Information Memorandum.”

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RESOLUTION 3 – APPROVAL OF FINANCIAL ASSISTANCE – ACQUISITION OF INTERNODE To consider and, if thought fit, pass as a special resolution: “That, in accordance with section 260B(2) of the Corporations Act, approval is given for: (a) Internode Pty Ltd (ABN 82 052 008 581); and (b) Agile Pty Ltd (ABN 36 080 855 321), each a wholly-owned subsidiary of the Company, to provide financial assistance to the Company in connection with the acquisition by the Company of all the issued share capital of Internode Pty Ltd (ABN 82 052 008 581) and Agile Pty Ltd (ABN 36 080 855 321), as further described in the Information Memorandum.”

By order of the Board

David Buckingham Company Secretary 15 February 2012

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Important information for Shareholders How to Vote

You may vote by attending the Meeting in person, by proxy or authorised corporate representative.

Voting Entitlements

The Company has determined, in accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that Shares quoted on the ASX at 4.00PM (WST) on 16 March 2012 shall be taken, for the purposes of the Meeting, to be held by the persons who held them at that time. Accordingly, those persons are entitled to attend and vote (if not otherwise excluded) at the Meeting.

Voting in Person

To vote in person, attend the Meeting on the date and at the place set out above. The Meeting will commence at 12.30 pm (WST).

Voting by Proxy

A member who is entitled to vote at the Meeting may appoint:

 one proxy if the member is only entitled to one vote, or

 one or two proxies if the member is entitled to more than one vote.

Where the member appoints two proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise one-half of the votes, in which case any fraction of votes will be disregarded. A proxy need not be a member of the Company.

To vote by proxy electronically you must complete the proxy form online at either:

 www.investorvote.com.au; or

 for Intermediary Online subscribers only (custodians): www.intermediaryonline.com, so that it is received not later than 12.30 pm (WST) on Sunday 18 March 2012, being not less than 48 hours prior to the commencement of the meeting. Alternatively, the proxy form and the power of attorney or other authority (if any) under which it is signed (or a certified copy) can be sent:

 by post to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001; or

 by fax to Computershare Investor Services Pty Limited on 1800 783 447 if sent within Australia or +61 3 9473 2555 if sent from outside of Australia,

Proxy forms must be received no later than 12.30 pm (WST) on Sunday 18 March 2012, being not less than 48 hours prior to the commencement of the Meeting. Any proxy form received after that time will not be valid for the Meeting.

Proxies given by corporate shareholders must be executed in accordance with their constitutions, or signed by a duly authorised attorney. A proxy may decide whether to vote on any motion, except where the proxy is required by law or the Company’s constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed on how to vote on an item of business, the proxy may vote on that item only in accordance with that

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direction. If a proxy is not directed how to vote on an item of business, a proxy may vote as he or she thinks fit. If a shareholder appoints the chairperson of the Meeting as the shareholder’s proxy (or the chairperson is the proxy by default) and does not specify how the chairperson is to vote on an item of business, the chairperson will vote, as proxy for that shareholder, in favour of the item.

Your proxy form is enclosed, if you require an additional proxy form, the Company will supply it on request.

Voting by Corporate Representative

A corporation may elect to appoint a representative to attend and vote at the meeting in accordance with the Corporations Act in which case the Company will require a Certificate of Appointment of Corporate Representative executed in accordance with the Corporations Act. The Certificate must be lodged with the Company before the Meeting or at the registration desk on the day of the Meeting.

Enquiries

Shareholders are invited to contact the Company Secretary, Mr David Buckingham, on +(61 8) 9214 2222 if they have any queries in respect of the matters set out in this Notice of Meeting.

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INFORMATION MEMORANDUM

This Information Memorandum and all attachments are important documents. They should be read carefully.

RESOLUTION 1 - RATIFICATION OF SHARE ISSUE

Background

On 22 December 2011, the Company announced that it had entered into the Internode Acquisition Agreement to acquire the whole of the issued share capital of Internode Pty Ltd (Internode) and Agile Pty Ltd (Agile) for total consideration of $105 million (the “Internode Acquisition”). The consideration was provided through the issue of 12,072,664 Shares at an issue price of $2.6177 per Share (Hackett Shares) with the balance being paid in cash. The Internode Acquisition was completed on 31 January 2012.

Further information in relation to the Internode Acquisition is set out in Resolution 3 below.

Regulatory information

ASX Listing Rule 7.1 relevantly provides that subject to certain exceptions, a listed company may not issue, without the prior approval of its shareholders, equity securities which will exceed 15% of that company's issued share capital in any 12 months.

As the Hackett Shares comprised less than 15% of the issued capital of the Company, it was issued without the requirement for Shareholder approval.

ASX Listing Rule 7.4 allows a company to seek the approval of its shareholders for an issue of securities after the issue has been made without approval under ASX Listing Rule 7.1. The Company now seeks Shareholder approval to ratify the issue of the Hackett Shares. Approval of Resolution 1 will provide the Company with the flexibility to issue further securities as required.

The following information is required under ASX Listing Rule 7.5 in relation to the issue of the Hackett Shares:

(a) The number of Shares allotted by the Company was 12,072,664 Shares.

(b) The issue price was $2.6177 for each Share.

(d) The Hackett shares were issued to:

 Simon Walter Hackett – 6,036,332 Shares; and

 Simon Walter Hackett as trustee for The Simon Hackett Trust - 6,036,332 Shares.

(e) No funds were raised by the Company from the issue of the Hackett Shares. The Shares were issued as part of the consideration for the Internode Acquisition.

(f) A voting exclusion statement is set out in the Notice of Meeting.

Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 1.

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RESOLUTION 2 – APPROVAL OF FINANCIAL ASSISTANCE – ACQUISITION OF TRANSACT

Background

On 21 November 2011, the Company announced that it had entered into the TransACT Acquisition Agreement to acquire the whole of the issued share capital of TransACT Communications Pty Limited for $60 million (the “TransACT Acquisition”). The TransACT Acquisition was completed on 30 November 2011.

The Company funded its financial obligations under the TransACT Acquisition Agreement by way of a drawdown under the Club Facility.

Financial Assistance

The Club Facility requires the Company to procure that each TransACT Group Member:

 provide a guarantee to Westpac (as security trustee under the Club Facility) in respect of the Group’s obligations under the Club Facility; and

 grant security to Westpac (as security trustee under the Club Facility) over all its assets and undertakings to secure performance of those guarantee obligations.

The provision of the guarantee and securities by each TransACT Group Member constitutes financial assistance by the TransACT Group Members to the Company for the TransACT Acquisition. To do this, all of the Company and each of its subsidiaries (including each TransACT Group Member) must comply with the provisions of the Corporations Act relating to the provision of financial assistance in connection with the TransACT Acquisition. Resolution 2 is relevant to this process.

Shareholder approval

Section 260B of the Corporations Act allows a company to give financial assistance to a person to acquire its own shares or shares in its holding company (if it does not cause the company to become insolvent and would not otherwise result in the directors breaching their duties) if, in this case, it is approved by:

 unanimous resolution by the shareholders of each TransACT Group Member; and

 a special resolution of the Company as the ultimate Australian holding company of each TransACT Group Member after the TransACT Acquisition.

Shareholder approval of the Company is sought because it is the ultimate holding company of each TransACT Group Member.

If Shareholder approval is given for Resolution 2, the Company, in its capacity as the sole shareholder of TransACT Communications Pty Limited will immediately resolve to approve the provision of a guarantee by the relevant TransACT Group Member to Westpac (as security trustee under the Club Facility) in respect of the Group’s obligations under the Club Facility and the granting of security by the relevant TransACT Group Member over all its assets and undertakings to secure performance of its guarantee obligations.

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Advantages of the Resolution

 The Directors believe that drawdown under the Club Facility was the most efficient form of financing available to assist the Company to complete the TransACT Acquisition.

 The financial assistance contemplated by Resolution 2 has no adverse effect on the Company.

 If Resolution 2 is not approved by Shareholders, the Banks may exercise their rights to demand repayment of all money owing or contingently owing by the Company under the Club Facility, and this may have the effect of triggering further defaults under the Company’s other material contracts.

 If Resolution 2 is not approved by Shareholders the Company may have to negotiate alternative refinancing and would expect to incur break costs and additional transaction fees.

Disadvantages of the Resolution

The Directors do not believe there is any disadvantage to the Company in approving Resolution 1 and consider that the Company is not, and will not, as a result of the transactions contemplated by Resolution 2, become, insolvent.

Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 2.

RESOLUTION 3 – APPROVAL OF FINANCIAL ASSISTANCE – ACQUISITION OF INTERNODE

Background

As detailed in Resolution 1 above, on 22 December 2011 the Company announced that it had entered into the Internode Acquisition Agreement to acquire the whole of the issued share capital of Internode and Agile for $105 million. The Internode Acquisition was completed on 31 January 2012.

The Company funded its financial obligations under the Internode Acquisition Agreement by way of a drawdown under the Club Facility.

Financial Assistance

The Club Facility requires the Company to procure that each Internode Group Member:

 provide a guarantee to Westpac (as security trustee under the Club Facility) in respect of the Group’s obligations under the Club Facility; and

 grant security to Westpac (as security trustee under the Club Facility) over all its assets and undertakings to secure performance of those guarantee obligations.

The provision of the guarantee and securities by each Internode Group Member constitutes financial assistance by the Internode Group Members to the Company for the Internode Acquisition.

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To do this, all of the Company and each of its subsidiaries (including each Internode Group Member) must comply with the provisions of the Corporations Act relating to the provision of financial assistance in connection with the TransACT Acquisition. Resolution 3 is relevant to this process.

Shareholder Approval

 unanimous resolution by the shareholders of each Internode Group Member; and

 a special resolution of the Company as the ultimate Australian holding company of each Internode Group Member after the Internode Acquisition.

Shareholder approval of the Company is sought because it is the ultimate holding company of each Internode Group Member.

If Shareholder approval is given to Resolution 3, the Company, in its capacity as the sole shareholder of Internode and Agile, will immediately resolve to approve the provision of a guarantee by Internode and Agile respectively to Westpac (as security trustee under the Club Facility) in respect of the Group’s obligations under the Club Facility and the granting of security by the relevant Internode Group Member over all its assets and undertakings to secure performance of its guarantee obligations.

Advantages of the Resolution

 The Directors of the Company believe that drawdown under the Club Facility was the most efficient form of financing available to assist the Company to complete the Internode Acquisition.

 The financial assistance contemplated by Resolution 3 has no adverse effect on the Company.

 If Resolution 3 is not approved, the Banks may exercise their rights to demand repayment of all money owing or contingently owing by the Company under the Club Facility, and this may have the effect of triggering further defaults under the Company’s other material contracts.

 If Resolution 3 is not approved the Company may have to negotiate alternative refinancing and would expect to incur break costs and additional transaction fees.

Disadvantages of the Resolution

The Directors of the Company do not believe there is any disadvantage to the Company in approving Resolution 3 and consider that the Company is not, and will not, as a result of the transactions contemplated by Resolution 3, become, insolvent.

Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 3.

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Glossary

ASX means ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange, as appropriate.

ANZ means Australia and New Zealand Banking Group Limited (ABN 11 005 357 522).

Banks means ANZ and Westpac.

Board means the board of directors of the Company.

Club Facility means the cash advance facility and contingent liability facility provided by the Banks to the Company and members of the Group.

Company or iiNet means iiNet Limited (ABN 48 068 628 937).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means directors of the Company.

Group means the Company and its subsidiaries.

Information Memorandum means this information memorandum attached to the Notice, which provides information to Shareholders about the Resolution.

Internode Acquisition Agreement means the Share Purchase Agreement dated 22 December 2011 between Simon Walter Hackett, Simon Walter Hackett as trustee for the Simon Hackett Trust, Adelaide Internet Pty Ltd, PJLT Pty Ltd, SJMLP Pty Ltd and the Company.

Internode Group Member means each of Internode Pty Ltd (ABN 82 052 008 581) and Agile Pty Ltd (ABN 36 080 855 321).

Meeting means the meeting convened by the Notice.

Notice or Notice of Meeting means the notice of general meeting which accompanies this Information Memorandum.

Share means a fully paid ordinary share in the capital of the Company.

Shareholders means members of the Company entitled to vote at the Meeting.

TransACT Acquisition Agreement means the Share Sale Agreement dated 21 November 2011 between ACTEW Corporation Limited, Australian Capital Ventures Limited, AustralianSuper Pty Limited in its capacity as trustee for AustralianSuper, Jemena ATA Pty Ltd, MTAA Superannuation Fund (TransACT) Utilities Pty Limited, Prime Media Group Limited, TVG Transact Holdings SCA, TVG Neighborhood Cable Holdings SCA and the Company.

TransACT Group Member means each of: (a) TransACT Communications Pty Ltd (ABN 32 091 752 297); (b) TransACT Capital Communications Pty Ltd (ABN 23 093 966 888); (c) TransACT Victoria Holdings Pty Ltd (ABN 18 000 042 295); (d) TransACT Victoria Communications Pty Ltd (ACN 063 024 475); (e) TransFlicks Pty Ltd (ABN 48 090 996 213); (f) A.C.N 088 889 230 Pty Ltd (ACN 088 889 230); (g) Cable Licence Holdings Pty Ltd (ABN 23 097 273 606); and

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(h) TransACT Broadcasting Pty Ltd (ABN 14 096 846 776),

Westpac means Westpac Banking Corporation (ABN 33 007 457 141).

iiNet Limited ABN 48 068 628 937 Notice of General Meeting Page 12 of 12 Lodge your vote:  Online: iiNet Limited www.investorvote.com.au ABN 48 068 628 937  By Mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia 000001 000 IIN Alternatively you can fax your form to MR SAM SAMPLE FLAT 123 (within Australia) 1800 783 447 123 SAMPLE STREET (outside Australia) +61 3 9473 2555 THE SAMPLE HILL SAMPLE ESTATE For Intermediary Online subscribers only SAMPLEVILLE VIC 3030 (custodians) www.intermediaryonline.com For all enquiries call: *S000001Q01* (within Australia) 1300 275 410 (outside Australia) +61 3 9938 4441

Proxy Form

Vote online 24 hours a day, 7 days a week:  www.investorvote.com.au Your secure access information is: Cast your proxy vote Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 Review and update your securityholding PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

 For your vote to be effective it must be received by 12.30 pm (WST) Sunday 18 March 2012 How to Vote on Items of Business Signing Instructions for Postal Forms All your securities will be voted in accordance with your directions. Individual: Where the holding is in one name, the securityholder must sign. Appointment of Proxy Joint Holding: Where the holding is in more than one name, all of Voting 100% of your holding: Direct your proxy how to vote by the securityholders should sign. marking one of the boxes opposite each item of business. If you do Power of Attorney: If you have not already lodged the Power of not mark a box your proxy may vote as they choose. If you mark Attorney with the registry, please attach a certified photocopy of the more than one box on an item your vote will be invalid on that item. Power of Attorney to this form when you return it. Companies: Where the company has a Sole Director who is also Voting a portion of your holding: Indicate a portion of your the Sole Company Secretary, this form must be signed by that voting rights by inserting the percentage or number of securities person. If the company (pursuant to section 204A of the Corporations you wish to vote in the For, Against or Abstain box or boxes. The Act 2001) does not have a Company Secretary, a Sole Director can sum of the votes cast must not exceed your voting entitlement or also sign alone. Otherwise this form must be signed by a Director 100%. jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles Appointing a second proxy: You are entitled to appoint up to two as applicable. proxies to attend the meeting and vote on a poll. If you appoint two Attending the Meeting proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of Bring this form to assist registration. If a representative of a corporate the votes. When appointing a second proxy write both names and securityholder or proxy is to attend the meeting you will need to the percentage of votes or number of securities for each in Step 1 provide the appropriate “Certificate of Appointment of Corporate overleaf. Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com A proxy need not be a securityholder of the Company. under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form. GO ONLINE TO VOTE, or turn over to complete the form 

916CR_0_Sample_Proxy/000001/000001/i MR SAM SAMPLE Change of address. If incorrect, FLAT 123 mark this box and make the 123 SAMPLE STREET THE SAMPLE HILL correction in the space to the left. *I9999999999* SAMPLE ESTATE Securityholders sponsored by a SAMPLEVILLE VIC 3030 broker (reference number commences with ’X’) should advise your broker of any changes. I 9999999999 I ND

Proxy Form Please mark to indicate your directions

STEP 1 Appoint a Proxy to Vote on Your Behalf XX I/We being a member/s of iiNet Limited hereby appoint  PLEASE NOTE: Leave this box blank if the Chairman you have selected the Chairman of the of the Meeting OR Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of iiNet Limited to be held at Level 2, 502 Hay Street, Subiaco, Western Australia on Tuesday, 20 March 2012 at 12:30 pm (WST) and at any adjournment of that meeting.

STEP 2 PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your Items of Business behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

Item 1. Ratification of Share Issue

Item 2. Approval of Financial Assistance - Acquisition of TransACT

Item 3. Approval of Financial Assistance - Acquisition of Internode

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

SIGN Signature of Securityholder(s) This section must be completed. Individual or Securityholder 1 Securityholder 2 Securityholder 3

Sole Director and Sole Company Secretary Director Director/Company Secretary

Contact Contact Daytime Name Telephone Date / /

I I N 9 9 9 9 9 9 A