Your reference: Our reference: MEW:JTE:1050372 18 September 2020 Private & Confidential ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000 - Dear Sir/Madam - 5GN OFF-MARKET TAKEOVER BID FOR WCG – SERVICE OF BIDDER'S STATEMENT We act on behalf of 5G Networks Limited (ASX: 5GN) (5GN). We attach, by way of service pursuant to item 5 of section 633(1) of the Corporations Act 2001 (Cth) (Corporations Act), a copy of the bidder’s statement dated today’s date in relation to 5GN’s off-market takeover bid for all the ordinary shares on issue in the capital of Webcentral Group Limited (ASX: WCG) (WCG). A copy of the attached bidder’s statement has been lodged with the Australian Securities and Investments Commission and sent to WCG today. On behalf of our client, we give notice under section 633 (4)(a) of the Corporations Act that the date set by 5GN for the purposes of section 633(2) of the Corporations Act as the date for determining the people to whom information is to be sent under items 6 and 12 of section 633(1) of the Corporations Act is the date set out in the attached bidder’s statement namely, today. Yours faithfully CORNWALLS Contact Michael Wilton Partner [email protected] +61 3 9608 2186 +61 413 890 280 For personal use only encl A L10 114 William St, Melbourne Vic 3000 P GPO Box 1466, Melbourne Vic 3001 DX 636 Melbourne T +61 3 9608 2000 W cornwalls.com.au Cornwalls is a group of independently owned and operated law firms comprising of Cornwalls ABN 19 738 311 557 (a limited partnership), Cornwalls (QLD) ABN 18 604 548 601 (individual liability limited by a scheme approved under professional standards legislation) and Cornwalls (NSW) ABN 68 626 837 223 (liability limited by a scheme approved under professional standards legislation). Jake Erman-Keogh This is an important document and requires your immediate attention. If you are in any doubt about how to deal with this document, you should contact your broker, financial adviser or legal adviser immediately. BIDDER’S STATEMENT CONTAINING A RECOMMENDED OFFER by 5G Networks Limited ACN 163 312 025 (5GN) to purchase all of your ordinary shares in Webcentral Group Limited ACN 073 716 793 (Webcentral) You will receive 1 5GN share for every 12 of your Webcentral shares The Webcentral Directors unanimously recommend that you ACCEPT THE OFFER in the absence of a superior proposal For personal use only 1 KEY DATES TABLE OF CONTENTS Event Date 1. IMPORTANT NOTICES 4 Date of this Bidder’s Statement 18 September 2020 2. LETTER FROM THE CHAIRMAN 6 Date of Offer 18 September 2020 3. REASONS YOU SHOULD ACCEPT 5GNS OFFER 8 4. SUMMARY OF THE OFFER 11 Offer Closes (unless extended or withdrawn) 20 October 2020 5. INFORMATION ON 5GN AND THE 5GN GROUP 14 6. INFORMATION ON 5GN’S SECURITIES 21 7. INFORMATION ON WEBCENTRAL AND THE WEBCENTRAL GROUP 24 KEY CONTACTS 8. INFORMATION ON WEBCENTRAL’S SECURITIES 40 9. SOURCES OF CONSIDERATION 41 10. BIDDER’S INTENTIONS IN RELATION TO WEBCENTRAL 42 11. EFFECT OF THE OFFER ON 5GN AND PROFILE OF THE MERGED GROUP 46 Name 12. RISK FACTORS 67 Share Registrar for the Offer: 13. TAX CONSIDERATIONS 72 Link Market Services Limited GPO Box 3560 14. ADDITIONAL INFORMATION 76 Sydney NSW 2001 15. THE TERMS AND CONDITIONS OF THE OFFER 83 Offer Information Line: 16. COMPANY DIRECTORY 94 Within Australia: 1800 606 866 17. APPROVAL OF BIDDER’S STATEMENT 95 Outside Australia: +61 1800 606 866 18. GLOSSARY 96 Calls to these numbers may be recorded. For personal use only 2 1. IMPORTANT NOTICES 1. IMPORTANT NOTICES 1.1 NATURE OF THIS DOCUMENT Foreign Shareholders and Small Parcel Shareholders who accept the Offer will be paid a cash amount calculated This Bidder’s Statement is issued by 5G Networks Limited ACN 163 312 025 (5GN) under Part 6.5 of in accordance with section 15.7. This Bidder’s Statement does not constitute an offer to issue or sell, or the the Corporations Act. soliciting of an offer to buy, any securities referred to in this Bidder’s Statement in any jurisdiction in which the A copy of this Bidder’s Statement was lodged with ASIC on 18 September 2020. Neither ASIC nor its offer or issue of such securities would be unlawful. In particular, 5GN Shares have not been, and will not be, officers takes any responsibility for the content of this Bidder’s Statement. registered under the Securities Act 1933 of the United States of America (Securities Act) and may not be offered or sold in the United States or to, or for the account or benefit of, a US person (as defined in Regulation S under 1.2 INVESTMENT ADVICE the Securities Act), except in a transaction exempt from the registration requirements of the Securities Act and applicable United States state securities laws. Webcentral Shareholders who are resident outside of Australia In preparing this Bidder’s Statement, 5GN has not taken into account the individual objectives, financial situation and its external territories or New Zealand should refer to section 14.5 for further details. or needs of individual Webcentral Shareholders. Accordingly, before making a decision whether or not to accept the Offer, you may wish to consult with your financial or other professional adviser. 1.6 WARNING STATEMENT FOR WEBCENTRAL SHAREHOLDERS IN NEW ZEALAND 1.3 DISCLAIMER AS TO FORWARD LOOKING STATEMENTS This Bidder’s Statement is not a New Zealand product disclosure statement or other similar offering or disclosure document under New Zealand law and has not been registered, filed with or approved by any New Zealand Some of the statements appearing in this Bidder’s Statement may be in the nature of forward looking regulatory authority under or in accordance with the Financial Markets Conduct Act 2013 or any other relevant statements. You should be aware that such statements are only predictions and are subject to inherent risks and New Zealand law. The offer of 5GN Shares under the Offer is being made to existing Webcentral Shareholders uncertainties. These risks and uncertainties include factors and risks specific to the industry in which Webcentral with registered addresses in New Zealand in reliance upon an exemption from the relevant New Zealand and 5GN and the members of the 5GN Group operate as well as general economic conditions, prevailing securities regime and, accordingly, this Bidder’s Statement may not contain all the information that a product exchange rates and interest rates and conditions in the financial markets. disclosure statement under New Zealand law is required to contain. Actual events or results may differ materially from the events or results expressed or implied in any forward 1.7 PRIVACY looking statement. None of 5GN, the officers or employees of 5GN, any persons named in this Bidder’s Statement with their consent and any person involved in the preparation of this Bidder’s Statement makes any 5GN has collected or will collect your information from the Webcentral register of members for the purpose of representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward looking making the Offer and, if accepted, administering a record of your acceptance of the Offer for your holding of statement, or any events or results expressed or implied in any forward looking statement, except to the extent Webcentral Shares. If the Offer is declared unconditional, this information will be used in issuing and accounting required by law. You are cautioned not to place undue reliance on any forward looking statement. The forward to you for your Offer Consideration. The Corporations Act requires the name and address of shareholders to looking statements in this Bidder’s Statement reflect views held only as at the date of this Bidder’s Statement. be held in a public register. Your information may be disclosed on a confidential basis to 5GN Group Members and external service providers, and may be required to be disclosed to regulators such as ASIC and ASX. The 1.4 DISCLAIMER AS TO WEBCENTRAL AND MERGED GROUP INFORMATION registered address of 5GN is Level 8, 99 William Street, Melbourne, Victoria, Australia 3000. The information on Webcentral, Webcentral’s securities and the Webcentral Group contained in this Bidder’s 1.8 DEFINED TERMS Statement has been prepared by 5GN using publicly available information. A number of defined terms are used in this Bidder’s Statement. Unless the context requires otherwise, a contrary The information in this Bidder’s Statement concerning Webcentral and the assets and liabilities, financial position intention appears or words are defined in the Glossary in section 18, words or expressions used in this Bidder’s and performance, profits and losses and prospects of the Webcentral Group has not been independently verified Statement have the same meaning and interpretation as in the Corporations Act. by 5GN. Accordingly, 5GN does not, subject to the Corporations Act and any other applicable law, make any representation or warranty, express or implied, as to the accuracy or completeness of such information. The information on the Merged Group contained in this Bidder’s Statement, to the extent that it incorporates or reflects information on Webcentral and the Webcentral Group, has also been prepared using publicly available information. Accordingly, information in relation to the Merged Group is subject to the foregoing disclaimer to that extent. Further information relating to Webcentral’s business may be included in Webcentral’s target’s statement which Webcentral must provide to its Shareholders in response to this Bidder’s Statement.