My Net Fone Limited ACN 118 699 853 Notice of Extraordinary General Meeting and Explanatory Memorandum Date: 22 February 2012 Time: 10.30am (AEDT) Location: Level 2, 12-14 Waterloo Street, Surry Hills, NSW 2010 This is an important document and requires your attention This Notice of Extraordinary General Meeting and Explanatory Memorandum should be read in its entirety. If you are in doubt how to deal with it, please consult your financial or other professional adviser. My Net Fone Limited My Net Fone Limited ACN 118 699 853 29th December 2011 Dear Shareholder Please fi nd enclosed the following documents in relation to an extraordinary general meeting of shareholders (Shareholders) of My Net Fone Limited (Company) to be held at the Company offi ce, Level 2, 10-14 Waterloo Street, Surry Hills, NSW 2010 at 10.30am (AEDT) on 22 February 2012 (Meeting): (a) Notice of Meeting (together with an Explanatory Memorandum); and (b) Proxy Form (together with proxy instructions). The Meeting is being convened for the purpose of seeking shareholder approval of a resolution which, if ap- proved, will permit the Company to proceed with its acquisition of the Symbio group of companies (Proposed Acquisition), which consists of Symbio Wholesale Pty Limited ACN 136 972 355, Symbio Wholesale (Singapore) Pte Ltd BRN 200913528D and Symbio Networks Pty Limited ACN 102 756 123 (together Symbio). The My Net Fone group of companies consists of the Company, My Net Fone Australia Pty Limited ACN 109 671 285 and MNF Leasing Pty Limited ACN 136 966 955 (together MNF). MNF is a provider of VoIP and broadband Internet services to residential and enterprise customers in Australia. Symbio provides wholesale VoIP and other IP based communications to MNF as well as to other providers and carriers in Australia and overseas. It oper- ates an extensive VoIP network infrastructure and platforms and has developed a vast amount of intellectual property. If approved, the acquisition of Symbio will increase the scale of MNF. The transaction is structured so that, follow- ing an initial cash payment on completion of the Proposed Acquisition, the Company pays for Symbio’s growth only when (and if) it eventuates in 2012 and 2013. The details of the proposed resolutions are set out in the Explanatory Memorandum that accompanies and forms part of the Notice of Meeting. The independent Directors recommend the Proposed Acquisition be approved and seek your support for the resolutions. If you are not able to attend the Meeting in person, you are urged to complete and lodge the enclosed Proxy Form. Yours sincerely Terry Cuthbertson Chairman My Net Fone Limited 1 My Net Fone Limited ACN 118 699 853 SPECIAL BUSINESS Resolution: Acquisition of Symbio Group of Companies To consider and, if thought fit, pass the following ordinary resolution: “That, for the purposes of Listing Rule 10.1, section 208 of the Corporations Act and for all other purposes, ap- proval is given for the Company to acquire Symbio substantially on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion: Under Listing Rule 14.11, the Company will disregard any votes cast on the Resolution by: • Mr Andy Fung and any of his associates; • Mr Rene Sugo and any of his associates; and • any other person who might obtain a benefit, except a benefit solely in the capacity of a Shareholder, if the Resolution is passed, and any associate of that person or those persons. However, the Company need not disregard a vote if: • 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 • it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form as the proxy decides. Members should refer to the Explanatory Memorandum, which accompanies and forms part of this Notice of Meeting for information regarding the Resolution. PROXY NOTES • A member entitled to attend and vote at the Meeting has a right to appoint a proxy. • The proxy need not be a member of the Company. • A member who is entitled to cast two or more votes may appoint up to two proxies and, in the case of such an appointment, may specify the proportion or number of votes each proxy is appointed to exercise. • If a member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes which each proxy may exercise, each proxy may exercise half of the votes. • The proxy form included in this Notice of Meeting must be signed by the member or the member’s attorney. Proxies given by corporations must be signed in accordance with the provisions of section 127 of the Cor- porations Act or by an attorney. • To be valid, the form appointing the proxy and the power of attorney or other authority (if any) under which it is signed (or a certified copy of it) must be lodged with the Share Registry –Link Market Pty Limited at Locked Bag A14, Sydney South, NSW, 1235 using the reply paid envelope supplied or by facsimile to +61 2 9287 0309 as soon as possible and in any event not later than 48 hours prior to the time appointed for the Meeting. • A proxy may decide whether to vote on any resolution, 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 how to vote on an item of business, the proxy may vote on that item only in accordance with that direction. If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit. • If a Shareholder appoints the chairperson of the Meeting as the shareholder’s proxy 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 that item on a poll. MyYour proxy appointment Net form is enclosed. Fone Limited 2 My Net Fone Limited ACN 118 699 853 DETERMINATION OF VOTING ENTITLEMENTS In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), for the purpose of the Meet- ing, only persons holding Shares at 7.00pm on 20 February 2012 will be treated as Shareholders. This means that only those persons who are the registered holders of Shares at that time will be entitled to attend and vote at the Meeting. REQUIRED VOTING MAJORITY The Resolution is proposed as an ordinary resolution. Accordingly, the passage of the Resolution requires ap- proval by a simple majority of the votes cast by members present (whether in person or by proxy) and voting at the Meeting. Dated: 29th December 2011 By Order of the Board Catherine Ly Chief Financial Offi cer/ Company Secretary My Net Fone Limited 3 My Net Fone Limited ACN 118 699 853 EXPLANATORY MEMORANDUM 1. PURPOSE OF INFORMATION The purpose of this Explanatory Memorandum (which is included in and forms part of the Notice of Meeting) is to provide Shareholders with an explanation of the business and the resolution to be considered at the Meeting which is to be held on 22 February 2012 at 10.30 am at the Company’s office, Level 2, 10-14 Wa- terloo Street, Surry Hills, NSW 2010. The information in the Explanatory Memorandum will also assist members to determine how they wish to vote on the Resolution. Capitalised terms in this Explanatory Memorandum are defined in the Glossary. Acquisition of Symbio group of companies To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.1, section 208 of the Corporations Act and for all other purposes, ap- proval is given for the Company to acquire Symbio substantially on the terms and conditions set out in the Explanatory Memorandum.” The Independent Directors unanimously recommend that Shareholders vote in favour of the Resolution to ac- quire Symbio on the terms and conditions set out in the Explanatory Memorandum. 2. OVERVIEW OF SYMBIO ACQUISITION MNF provides internet based communications services including VoIP and broadband data services to residen- tial, corporate and government clients. Symbio provides wholesale VoIP services using its own IP network infrastructure and platforms. Symbio is a key service provider to the Company, which relies upon Symbio’s network to deliver its services. On 30 August 2011, the Board announced that it had entered into a heads of agreement to acquire Symbio from: • Mr Andy Fung; • Mr Rene Sugo; • Amber (Asia) Pty Limited ACN 105 295 092 (Amber), which is controlled by Andy Fung; • Avondale Innovations Pty Limited ACN 109 861 592 (Avondale), which is controlled by Rene Sugo, (together the Vendors). It is intended that if the Proposed Acquisition proceeds the effective date of the Proposed Acquisition will be 1 July 2011 (Effective Date). What are the details of the Proposed Acquisition? The purchase price for Symbio is based on five times the combined NPAT of MNF and Symbio over a two year period from the Effective Date of the Proposed Acquisition. The Company will pay for Symbio in three stages as follows: My Net Fone Limited 4 My Net Fone Limited ACN 118 699 853 • an initial cash amount of $1.3 million, payable on completion of the sale agreement (Initial Payment). $800,000 of the Initial Payment will be paid to Andy Fung/Amber and $500,000 of the Initial Payment will be paid to Rene Sugo/Avondale.