ASX / Press Release 26 October 2018 Mitula Shareholders to vote on Scheme of Arrangement for proposed acquisition by LIFULL Co. Ltd The Mitula Group Limited (“Mitula Group” or “Company”) (ASX:MUA) advises that the Supreme Court of Victoria has ordered that a meeting of Mitula Group shareholders (“Scheme Meeting”) be convened to consider and vote on the proposed Scheme of Arrangement (“Scheme”) in relation to the previously announced acquisition of Mitula Group by Tokyo Stock Exchange listed LIFULL Co. Ltd, owner of Trovit. The Scheme Meeting will be held at 2.00pm (Melbourne time) on Tuesday, 11 December 2018 at the office of Herbert Smith Freehills, Level 42, 101 Collins Street, Melbourne. All Mitula Group shareholders are encouraged to vote by either attending the Scheme Meeting in person, or by lodging a proxy form with the Mitula share registry by 2.00pm (Melbourne time) on Sunday, 9 December 2018. Details of how to submit a proxy form are included in the scheme booklet in relation to the Scheme (“Scheme Booklet”). Scheme Booklet Registration The Scheme Booklet has today been registered by the Australia Securities and Investments Commission. A copy of the Scheme Booklet, including the Independent Expert’s Report, a notice of Scheme Meeting and a copy of the proxy form for the Scheme Meeting, along with an election form for the scrip consideration, and Form A and Form B is attached to this announcement and will be sent to Mitula Group shareholders on or about Monday, 5 November 2018. The Independent Expert, BDO Corporate Finance (East Coast) Pty Ltd, has concluded that the Scheme is fair and reasonable and is therefore in the best interests of Mitula Shareholders, in the absence of a superior proposal. The Independent Expert’s conclusions should be read in the context of the full Independent Expert’s Report and the Scheme Booklet. For personal use only Mitula Group Limited ACN 604 677 796 Indicative Timetable for the Scheme The indicative timetable for the Scheme is set out below. Event Expected Date Scheme Booklet dispatched to Mitula Monday, 5 November 2018 shareholders Latest time and date for receipt of Proxy Forms 2.00pm on Sunday, 9 December 2018 and powers of attorney for the Scheme Meeting Time and date for determining eligibility to vote 7.00pm on Sunday, 9 December 2018 at the Scheme Meeting Scheme Meeting to be held at the offices of 2.00pm on Tuesday, 11 December 2018 Herbert Smith Freehills, Level 42, 101 Collins Street, Melbourne, Victoria 3000 If the Scheme is approved by Mitula Shareholders Nominee Schedule Return Date 7.00pm on Wednesday, 12 December 2018 Second Court Date for approval of the Scheme 10.30am on Thursday, 13 December 2018 Effective Date Thursday, 13 December 2018 Court order lodged with ASIC and announcement to ASX Last day of trading in Mitula Shares — Mitula Shares suspended from trading on ASX from close of trading Election Date — last time and date for receipt 7.00pm on Thursday, 13 December 2018 of an Election Form Scheme Record Date for determining 7.00pm on Tuesday, 18 December 2018 entitlements to Scheme Consideration Implementation Date Tuesday, 8 January 2019 For personal use only Provision of Scheme Consideration Settlement Completion Date Friday, 18 January 2019 Mitula Group Limited ACN 604 677 796 Further Information Mitula Shareholders can obtain further information in relation to the Scheme Booklet or the Scheme by calling the Mitula Shareholder Information Line on 1300 046 608 (within Australia) or +61 2 9290 9662 (outside Australia) between 8.15am and 5.30pm Monday to Friday. ENDS About the Mitula Group The Mitula Group was founded in 2009 and is a leading digital classifieds group operating vertical search, portals, and transaction based sites: It operates 110 vertical search sites across property, employment, motoring, and fashion in 54 different countries and 21 different languages. These sites operate under the Mitula, Fashiola, Kleding.nl, Nestoria and Nuroa brands; and It operates 10 property portals in 9 South East Asian countries under the DotProperty and Thailand-property brands. The Mitula Group generated a record 85.7 million visits in May 2018 to its network of vertical search and portal sites. The Mitula Group monetises visits to these sites through a range of products and services including: Clicks based revenues: Google AdSense and cost-per-click sales; Advertising based revenues: display advertising, listing sales (on portals), native ads, and other advertising products; and Transaction based revenues: cost-per-acquisition, cost-per-lead and commission sharing products. The Mitula Group customers include portals (property, employment, and motoring), online fashion stores, general classified sites, real estate agents, developers, and general display advertisers. The Company listed on the Australian Securities Exchange (“ASX”) on 1 July 2015 and trades under the ASX code MUA. Further Information For personal use only Gonzalo del Pozo Simon Baker CEO Chairman [email protected] [email protected] Mitula Group Limited ACN 604 677 796 Scheme Scheme Booklet Scheme Booklet Mitula Group Limited ACN 604 677 796 For a scheme of arrangement between Mitula Group Limited and its shareholders in relation to the proposed acquisition by LIFULL Co., Ltd. This is an important document and requires your immediate attention. You should read it in its entirety before deciding whether or not to vote in favour of the Scheme. If you are in any doubt about how to deal with this document, you should contact your broker or financial, taxation or legal adviser immediately. For personal use only For personal use only Important Notices Nature of this document Important notice associated with the Court order under section This Scheme Booklet provides Mitula Shareholders with information 411(1) of the Corporations Act about the proposed acquisition of Mitula by LIFULL. If you have sold The fact that the Court has ordered under section 411(1) of the your Mitula Shares, please ignore this Scheme Booklet. Corporations Act that the Scheme Meeting be convened and has Defined terms directed that the Scheme Booklet accompany the Notice of Meeting does not mean that the Court: A number of defined terms are used in this Scheme Booklet. These terms are explained in section 13 of this Scheme Booklet. has formed any view as to the merits of the proposed Scheme nor as to how Mitula Shareholders should vote (on this matter Mitula No investment advice Shareholders must reach their own decision); The information contained in this Scheme Booklet does not constitute financial product advice and has been prepared without reference to has prepared, or is responsible for, the content of the Scheme your own investment objectives, financial situation, taxation position and Booklet; or particular needs. It is important that you read this Scheme Booklet in its entirety before making any investment decision and any decision as to has approved or will approve the terms of the Scheme. whether or not to vote in favour of the Scheme. If you are in any doubt in Disclaimer as to forward-looking statements relation to these matters, you should consult your financial, legal, stockbroking, taxation or other professional adviser. This Scheme Booklet contains both historical and forward-looking statements. All statements other than statements of historical fact are, or Not an offer may be deemed to be, forward-looking statements. This Scheme Booklet does not constitute or contain an offer to Mitula All forward-looking statements in this Scheme Booklet reflect views only Shareholders, or a solicitation of an offer from Mitula Shareholders, in as at the last practicable date before the date of this Scheme Booklet, any jurisdiction. and generally may be identified by the use of forward-looking words Foreign jurisdictions such as "believe", "aim", "expect", "anticipate", "intending", "foreseeing", The release, publication or distribution of this Scheme Booklet in "likely", "should", "planned", "may", "estimate", "potential", or other jurisdictions other than Australia may be restricted by law or regulation in similar words. Similarly, statements that describe Mitula’s, or LIFULL’s such other jurisdictions and persons outside of Australia who come into objectives, plans, goals or expectations are or may be forward-looking possession of this Scheme Booklet should seek advice on and observe statements. any such restrictions. Any failure to comply with such restrictions may The statements contained in this Scheme Booklet about the impact that constitute a violation of applicable laws or regulations. the Scheme may have on the results of Mitula’s operations and the This Scheme Booklet has been prepared in accordance with Australian advantages and disadvantages anticipated to result from the Scheme, law and the information contained in this Scheme Booklet may not be are also forward-looking statements. the same as that which would have been disclosed if this Scheme These forward-looking statements involve known and unknown risks, Booklet had been prepared in accordance with the laws and regulations uncertainties and other factors that may cause actual results, outside Australia. performance or achievements to differ materially from the anticipated This Scheme Booklet and the Scheme does not constitute an offer of results, performance or achievements, expressed, projected or implied shares in any jurisdiction in which it would be unlawful. In particular, this by these forward-looking statements. Scheme Booklet may not be distributed to any person, and no shares The operations and financial performance of Mitula and LIFULL are may be offered or sold, in any country outside Australia except to the subject to various risks, including those summarised in this Scheme extent provided in section 12.6. Booklet, which may be beyond the control of Mitula and LIFULL. Mitula Regulatory information Shareholders should note that the historical financial performance of Mitula and LIFULL is no assurance of future financial performance of This document is the explanatory statement for the scheme of Mitula or LIFULL (whether the Scheme is implemented or not).