M2 GROUP LTD (ASX: MTU) ASX RELEASE SCHEME BOOKLET DISPATCHED TO SHAREHOLDERS Monday, 21 December, 2015: M2 Group Ltd (“M2”, ASX: MTU) confirms that the attached Scheme Booklet and Proxy Form relating to M2’s proposed merger with Vocus Communications Limited (ASX: VOC), being implemented by way of an M2 Scheme of Arrangement, were dispatched to shareholders today. M2 shareholders are encouraged to read the Scheme Booklet in its entirety as it contains important information about the Scheme. Shareholders should allow a minimum of four days for delivery within Australia. The Booklet can also be accessed online via www.m2.com.au/scheme-booklet or www.asx.com.au. ENDS MEDIA & INVESTOR CONTACT DETAILS Vocus M2 Greg Slade Debra Mansfield p: +61 488 917 882 p: +61 3 9674 6569 e: [email protected] e: [email protected] M2 Group Ltd (ASX: MTU) Level 10, 452 Flinders Street Melbourne VIC 3000 ABN 74 091 575 021 P +61 3 9674 6555 F +61 3 9923 3333 www.m2.com.au SCHEME BOOKLET For a scheme of arrangement in relation to the proposed acquisition of all of your shares in M2 Group Ltd (ACN 091 575 021) by a wholly-owned subsidiary of Vocus Communications Limited (ACN 084 115 499) Time and date of Scheme Meeting Time: 10.30am Date: 28 January 2016 Place: The Auditorium, Mezzanine Level, 452 Flinders Street, Melbourne, Victoria VOTE IN FAVOUR THE M2 DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOUR OF THE SCHEME, IN THE ABSENCE OF A SUPERIOR PROPOSAL. THE INDEPENDENT EXPERT HAS CONCLUDED THAT THE MERGER IS IN THE BEST INTERESTS OF M2 SHAREHOLDERS, IN THE ABSENCE OF A SUPERIOR PROPOSAL. This Booklet is an important document for all M2 Shareholders and requires your immediate attention. You should carefully read this Booklet in its entirety before deciding how to vote on the Scheme. If you are in any doubt as to what you should do, you should consult an independent, appropriately licensed and authorised financial, legal and/or taxation adviser without delay. If you have any questions or require further information in relation to this Booklet or the Scheme you should call the M2 Shareholder Information Line on 1300 853 781 (callers within Australia) or +61 1300 853 781 (callers outside Australia) on Business Days between 8.30am and 5.30pm (Melbourne time). Financial Adviser Legal Adviser Important notices and disclaimers General or completeness of the Independent Investment decisions Expert’s Report except in relation to This Booklet is an important document This Booklet does not take into account your information provided by them to the for all M2 Shareholders and requires your individual investment objectives, financial Independent Expert or its directors, immediate attention. If you have sold all of situation or needs. You must make your own officers or employees for the purposes your M2 Shares as at the date of this Booklet, decision in this regard. of the Independent Expert preparing its please ignore this Booklet and kindly recycle. report. The Independent Expert and its The information and recommendations If you are an M2 Shareholder, you should directors, officers and employees are contained in this Booklet do not constitute, carefully read this Booklet in its entirety not responsible for the accuracy and and should not be taken as, financial product before deciding how to vote on the Scheme. completeness of any other part of this advice. In particular, it is important that you consider Booklet. The information in this Booklet should not the reasons to vote in favour of the Scheme (c) The Independent Limited Assurance be relied upon as the sole basis for any and the reasons why you may not want to Report contained in Appendix 2 to this investment decision. If you are in any doubt vote in favour of the Scheme which are set Booklet has been prepared by, and is as to what you should do, you should consult out in Sections 3.2 and 3.3 of this Booklet, the responsibility of, the Investigating an independent, appropriately licensed and the risks associated with the Scheme which Accountant. The M2 Parties and the authorised financial, legal and/or taxation are set out in Section 8 of this Booklet and Vocus Parties do not assume any adviser without delay. the views of the Independent Expert which responsibility for the accuracy or are set out in the Independent Expert’s Forward looking statements completeness of the Independent Report in Appendix 1 to this Booklet. Limited Assurance Report. This Booklet contains certain forward If you are in any doubt as to what you should looking statements. You should be aware (d) KPMG has reviewed the Australian do, you should consult an independent, that there are risks (both known and taxation implications of the Scheme appropriately licensed and authorised unknown), uncertainties, assumptions and contained in Section 9 in its capacity as financial, legal and/or taxation adviser without other important factors that could cause the Australian tax advisor to M2 on this delay. the actual conduct, results, performance or transaction. achievements of M2, Vocus or the Merged Purposes of this Booklet Role of ASIC and ASX Group to be materially different from the The purposes of this Booklet are to: future conduct, results, performance or A copy of this Booklet was provided to ASIC achievements expressed or implied by • provide you with information about the for examination in accordance with section such statements or that could cause the proposed acquisition of M2 by a wholly- 411(2) of the Corporations Act and has been future conduct to be materially different owned subsidiary of Vocus; lodged with, and registered by, ASIC under from historical conduct. Deviations as to section 412(6) of the Corporations Act. M2 • explain the terms and effect of the future conduct, market conditions, results, has asked ASIC to provide a statement, in Scheme; performance and achievements are both accordance with section 411(17)(b) of the normal and to be expected. • explain the manner in which the Scheme Corporations Act, that ASIC has no objection will be considered and, if approved, to the Scheme. If ASIC provides that Forward-looking statements generally may be implemented; statement, it will be produced to the Court on identified by the use of forward-looking words such as ‘aim’, ‘anticipate’, ‘believe’, ‘estimate’, • provide you with certain information such the Second Court Date. ‘expect’, ‘forecast’, ‘foresee’, ‘future’, ‘intend’, as is prescribed by the Corporations A copy of this Booklet has also been lodged ‘likely’, ‘may’, ‘planned’, ‘potential’, ‘should’, Act 2001 (Cth) (Corporations Act) and with ASX. or other similar words. the Corporations Regulations or as is None of ASIC, ASX nor any of their officers otherwise material to your decision to vote None of the M2 Parties, the Vocus Parties or takes any responsibility for the content of this in favour of, or against, the Scheme; and any other person gives any representation, Booklet. assurance or guarantee that the occurrence • include the explanatory statement Important notice associated with of the events expressed or implied in any required by Part 5.1 of the Corporations Court order under section 411(1) of the forward looking statements in this Booklet Act in relation to the Scheme. Corporations Act will actually occur. You are cautioned This Booklet is not a prospectus lodged against relying on any such forward looking The fact that, under section 411(1) of the under Chapter 6D of the Corporations Act statements. Corporations Act, the Court has ordered in respect of New Vocus Shares. Section that the Scheme Meeting be convened and The historical financial performance of M2 or 708(17) of the Corporations Act provides that has directed that the explanatory statement Vocus is no assurance or indicator of future an offer of shares does not need disclosure accompany the Notice of Meeting does not financial performance of the Merged Group under Chapter 6D if it is made under a mean that the Court: (or M2 or Vocus in the scenario where the compromise or arrangement under Part 5.1 Scheme does not proceed). Neither M2 nor of the Corporations Act and approved at a (a) has formed any view as to the merits Vocus guarantees any particular rate of return scheme meeting held as a result of an order of the Scheme or as to how you should or the performance of the Merged Group, nor made by a court under section 411(1) or (1A) vote on the Scheme (on this matter you do they guarantee the repayment of capital or of the Corporations Act. must reach your own decision); any particular tax treatment in respect of any Responsibility for information (b) has prepared, or is responsible for, the investment in the Merged Group. content of this Booklet; or Other than as set out below, this Booklet has The forward looking statements in this been prepared by, and is the responsibility (c) has approved or will approve the terms Booklet reflect views held only as at the date of, M2. of the Scheme. of this Booklet. Additionally, statements of the intentions of Vocus reflect their present (a) The Vocus Information has been If you wish to oppose approval of the Scheme intentions as at the date of this Booklet and prepared by, and is the responsibility of, at the Second Court Hearing, you may do so may be subject to change. Vocus. The M2 Parties do not assume by filing with the Court and serving on M2 a any responsibility for the accuracy or notice of appearance in the prescribed form Subject to the Corporations Act and any completeness of the Vocus Information.