Aconex Limited ABN 49 091 376 091 Initial Public Offering Prospectus Joint Lead Managers For personal use only Aconex Limited — Prospectus Important Notices Offer considered in light of your personal circumstances. The Offer contained in this Prospectus is an invitation by Aconex Limited No person named in this Prospectus, nor any other person, guarantees the ABN 49 091 376 091 (Aconex or Company) and Aconex SaleCo Limited ACN performance of the Company, the repayment of capital or the payment of 602 035 852 (SaleCo) for you to apply for fully paid ordinary shares (Shares) a return on the Shares. No person is authorised to give any information in Aconex. or make any representation in connection with the Offer which is not This Prospectus is issued by the Company and SaleCo. contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company Vote to approve the Offer or SaleCo. Completion of the Offer is conditional on the approval of Existing As set out in Section 7, it is expected that the Shares will be quoted on Shareholders at an extraordinary general meeting scheduled to be held on the ASX initially on a deferred settlement basis. The Company, SaleCo and 5 December 2014. If the Offer is not approved by the Existing Shareholders, the Joint Lead Managers each disclaim all liability, whether in negligence the Offer will not proceed. or otherwise, to persons who trade Shares before receiving their holding statement. Conversion As at the Prospectus Date, the Company has on issue the Existing Shares, No offering where offering would be illegal comprising Class A Preference Shares, Convertible Preference Shares and This Prospectus does not constitute an offer or invitation in any place in ordinary Shares. The Company also has Options on issue. All of the Class which, or to any person to whom, it would not be lawful to make such an A Preference Shares and Convertible Preference Shares will be converted offer or invitation. No action has been taken to register or qualify the Shares into Shares on or before the Business Day prior to Completion of the Offer or the Offer, or to otherwise permit a public offering of the Shares in any pursuant to the Conversion. Certain of these Shares will be sold to SaleCo jurisdiction outside Australia. The distribution of this Prospectus (including by Selling Shareholders under sale deeds (and sold by SaleCo to Successful in electronic form) outside Australia may be restricted by law and persons Applicants under the Offer) and the Shares not sold will be retained by the who come into possession of this Prospectus outside Australia should seek Existing Shareholders. On Listing, the Company will only have one class of advice on and observe any such restrictions. Any failure to comply with such share on issue, being fully paid ordinary Shares. See Sections 9.4 and 9.6 for restrictions may constitute a violation of applicable securities laws. further details. In particular, the Shares have not been, and will not be, registered under the Shares issued to Existing Shareholders on Conversion of the Existing Shares United States Securities Act of 1933, as amended US( Securities Act) or any are issued pursuant to the disclosure made in this Prospectus. state securities law in the United States and may not be offered, sold, pledged or transferred in the United States unless the Shares are registered under Lodgement and Listing the US Securities Act, or an exemption from the registration requirements This replacement prospectus is dated 25 November 2014 and was lodged of the US Securities Act and applicable US state securities laws is available. with the Australian Securities and Investments Commission ASIC( ) on that The Offer is not being extended to any investor outside Australia, other than date. It is a replacement prospectus which replaces the prospectus dated 17 to certain Institutional Investors as part of the Institutional Offer. Please November 2014 and lodged with ASIC on that date (Original Prospectus). refer to Section 7.7 for details on the restrictions that apply to distribution For the purposes of this document, this replacement prospectus will be of the Prospectus, and the issue and sale of Shares, in jurisdictions outside referred to as the Prospectus. Australia. The Prospectus provides the following disclosure: Obtaining a copy of this Prospectus • in the “Key Offer Statistics” on page 3, the proceeds of the Offer paid to Selling Shareholders is specified as $90.0 million and the proceeds A hard copy of the Prospectus is available free of charge to any Retail of the Offer raised by the issue of Shares by the Company is specified Offer Applicant in Australia by calling the Aconex Offer Information Line as $50.0 million; on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia) between 8.30am and 5.30pm (Melbourne time), Monday to Friday. • in Section 1.3 on page 14 and Section 3.7 on page 55, a statement regarding the expected profitability and growth of the international This Prospectus is also available to Retail Offer Applicants in electronic form business has been replaced with a statement noting that the growth via the Offer website, www.aconex.com/shareoffer. This Prospectus is not and profitability of the international business has historically followed available to persons in jurisdictions outside Australia. a similar trajectory as the ANZ business; Exposure Period • details of the exercise of Options by Directors Leigh Jasper and Rob The Corporations Act prohibits the Company and SaleCo from processing Phillpot have been included in Section 6.3.1.1 (pages 120 and 121); Applications in the seven day period after the date of lodgement of the and Original Prospectus (Exposure Period). The Exposure Period enabled the • a definition of Segment Operating Contribution Margin has been Original Prospectus to be examined by market participants prior to the included in Section 10. processing of Applications. The Exposure Period expired on 24 November None of ASIC, the Australian Securities Exchange ASX( ) or their respective 2014. Applications received during the Exposure Period, and Applications officers take any responsibility for the contents of this Prospectus or the received after the expiry of the Exposure Period but prior to the lodgement merits of the investment to which this Prospectus relates. of this Prospectus (dated 25 November 2014) have not been processed by the Company and will not receive any preference. The Company has applied to ASX for listing and quotation of the Shares on ASX. No Shares will be issued or transferred on the basis of this Prospectus Photographs and diagrams later than 13 months after the date of the Prospectus. Photographs and diagrams used in this Prospectus that do not have Note to Applicants descriptions are for illustration only and should not be interpreted to mean that any person shown in them endorses this Prospectus or its contents or The Offer contained in this Prospectus is not financial advice and does not that the assets shown in them are owned by the Company. Diagrams used in take into account the investment objectives, financial position and particular For personal use only this Prospectus are illustrative only and may not be drawn to scale. needs of any individual investors. It is important that you read this Prospectus carefully and in full before Do not rely on forward looking statements deciding whether to invest in the Company. In particular, in considering No person is authorised to give any information or make any representation this Prospectus and the prospects of the Company, you should consider in connection with the Offer which is not contained in this Prospectus. Any the risk factors that could affect the financial performance of the Company information or representation not so contained may not be relied on as in light of your personal circumstances and seek professional advice from having been authorised by the Directors or any other person in connection your accountant, financial adviser, tax adviser, stockbroker, lawyer or other with the Offer. You should rely only on information in this Prospectus. Except professional adviser before deciding to invest. Some of the key risk factors as required by law, and only to the extent so required, neither the Company that should be considered by prospective investors are set out in Sections nor any other person warrants or guarantees the future performance 1.4 and 5. There may be risk factors in addition to these that should be of the Company, or any return on any investment made pursuant to this 1 Prospectus. personal information in order to process your Application, service your This Prospectus contains forward looking statements, which are statements needs as a Shareholder, provide facilities and services that you request and which may be identified by words such as “may”, “could”, “believes”, carry out appropriate administration. “estimates”, “expects”, “intends” and other similar words. If you do not provide all the information requested in the Application Form, These statements are based on an assessment of present economic and the Company, SaleCo and the Share Registry may not be able to process or operating conditions and on a number of assumptions regarding future accept your Application. events and actions that, at the date of the Prospectus, are expected to take Your personal information may also be used from time to time to inform place (including the key assumptions set out in Sections 4.7.1 and 4.7.2). you about other products and services offered by the Company, which it Such forward looking statements are not guarantees of future performance considers may be of interest to you. and involve known and unknown risks, uncertainties, assumptions and Your personal information may also be provided to the Company’s other important factors, many of which are beyond the control of the members, agents and service providers on the basis that they deal with such Company, the Directors and the Company’s management, and SaleCo and information in accordance with the Company’s privacy policy.