P +61 (0)7 5631 2500 F +61 (0)7 5631 2995 Level 15, 50 Cavill Avenue ASX Release Surfers Paradise QLD 4217 PO Box 8016 Gold Coast MC QLD 9726 www.mantragroup.com.au Mantra Group Limited ACN 137 639 395 ABN 69 137 639 395 5 April 2018 Scheme Booklet registered with Australian Securities and Investment Commission Mantra Group Limited (ASX:MTR) ("Mantra") is pleased to announce that the Australian Securities and Investments Commission ("ASIC") has registered the Scheme Booklet in relation to the proposed Scheme of Arrangement (“Scheme”), under which all Mantra shares will be acquired by AAPC Limited (a subsidiary of Accor S.A.) ("AccorHotels"). A full copy of the Scheme Booklet, which includes the Independent Expert’s Report and Notice of Scheme Meeting for the Scheme Meeting, is attached to this announcement. Copies of the Scheme Booklet and proxy form will be sent to Mantra shareholders on or around Wednesday, 11 April 2018 (and those shareholders who have previously nominated an electronic means of notification to Mantra's share registry will receive an email where they can download the Scheme Booklet and lodge their proxy online). The Mantra Board continues to unanimously recommend that Mantra shareholders vote in favour of the Scheme at the Scheme Meeting to be held on 18 May 2018. For further information contact: Investors Media Fiona van Wyk Lauren Thompson Mantra Group Limited Domestique Consulting +61 7 5631 2552 +61 2 9119 3078 [email protected] +61 438 954 729 For personal use only SCHEME BOOKLET Mantra Group Limited ACN 137 639 395 For a scheme of arrangement relating to the proposed acquisition of all of the ordinary shares in Mantra Group Limited by AAPC Limited, a subsidiary of Accor S.A., at a cash price of $3.96 per share. VOTE IN FAVOUR Your Directors unanimously recommend that you vote in favour of the Scheme in the absence of a Superior Proposal and subject to the Independent Expert continuing to consider the Scheme to be in the best interests of Mantra Shareholders. This is an important document and requires your immediate attention. You should read this document carefully and in its entirety before deciding whether or not to vote in favour of the resolution to approve the Scheme.For personal use only If you are in doubt as to what you should do, you should consult your legal, financial or other professional adviser. If, after reading this Scheme Booklet, you have any questions about the Scheme or the number of Mantra Shares you hold or how to vote, please call the Shareholder Information Line on 1300 795 998 (within Australia) or +61 1300 795 998 (outside Australia) Monday to Friday between 8:30am and 5:30pm (Sydney time). Financial Adviser Legal Advisers IMPORTANT NOTICES DEFINED TERMS Mantra’s Share Registry, Link, has had ordered that a meeting be convened and Capitalised terms used in this Scheme no involvement in the preparation of any has approved the explanatory statement Booklet are defined in the Glossary in part of this Scheme Booklet other than required to accompany the notice of the Section 8 of this Scheme Booklet. being named as Mantra’s Share Registry. meeting does not mean that the Court: Link has not authorised or caused the a. has formed any view as to the merits NATURE OF THIS SCHEME BOOKLET issue of, and expressly disclaims and of the proposed Scheme or as to how This Scheme Booklet provides Mantra takes no responsibility for, any part of members should vote; or Shareholders with information about the this Scheme Booklet. proposed acquisition of Mantra Group by b. has prepared, or is responsible for the AAPC by way of a scheme of arrangement INVESTMENT DECISIONS content of, the explanatory statement. between Mantra Group and Mantra The information in this Scheme Booklet NOTICE REGARDING SECOND COURT Shareholders. A copy of the proposed does not constitute financial product HEARING AND IF A MANTRA SHAREHOLDER Scheme is set out in Annexure C to this advice. This Scheme Booklet has been WISHES TO OPPOSE THE SCHEME Scheme Booklet. prepared without reference to the investment objectives, financial situation or The date of the Second Court Hearing If you have sold all of your Mantra Shares, to approve the Scheme is Wednesday, please disregard this document. particular needs of any Mantra Shareholder or any other person. This Scheme Booklet 23 May 2018. The hearing will be at This Scheme Booklet includes the should not be relied on as the sole basis 10.15am (Sydney time) at the Federal explanatory statement required to be sent to for any investment decision. Independent Court of Australia at Law Courts Building, Mantra Shareholders for the Scheme Meeting legal, financial and taxation advice should 184 Phillip Street, Sydney NSW 2000. in relation to the Scheme under Part 5.1 of be sought before making any investment Each Mantra Shareholder has the right the Corporations Act. A copy of the Notice decision in relation to your Mantra Shares. to appear and be heard at the Second of Scheme Meeting is set out in Annexure B. Court Hearing and if desired, oppose the You should read this Scheme Booklet NOT AN OFFER approval of the Scheme at the Second carefully and in its entirety before making a This Scheme Booklet does not constitute Court Hearing. If you wish to oppose in this decision as to how to vote on the resolution or contain an offer to Mantra Shareholders manner, you must file and serve on Mantra to be considered at the Scheme Meeting. or a solicitation of an offer from Mantra Group a notice of appearance, in the If you are in doubt as to what you should Shareholders, in any jurisdiction. prescribed form, together with any affidavit do, you should consult your legal, financial on which you wish to rely at the hearing. or other professional adviser. REGULATORY INFORMATION The notice of appearance and affidavit This document is the explanatory must be served on Mantra Group at its RESPONSIBILITY FOR INFORMATION statement for the scheme of arrangement address for service at least one day before Except as provided below, the information between Mantra Group and the holders of Wednesday, 23 May 2018. The address for in this Scheme Booklet has been provided Mantra Shares as at the Scheme Record service for Mantra Group is: by Mantra Group and is the responsibility Date for the purposes of section 412(1) C/– Baker McKenzie of Mantra Group. Mantra Group’s directors, of the Corporations Act. A copy of the Tower One – International Towers Sydney officers and advisers do not assume proposed Scheme is included in this Level 46, 100 Barangaroo Avenue any responsibility for the accuracy or Scheme Booklet as Annexure C. Barangaroo NSW 2000 completeness of any such information. A copy of this Scheme Booklet (including Attention: Maria O’Brien a. AAPC has provided and is responsible the Independent Expert’s Report) has for the AAPC Information. Mantra Group been lodged with, and registered by, ASIC Maria.O’[email protected] and its directors, officers and advisers for the purposes of section 412(6) of the DISCLOSURE REGARDING do not assume any responsibility for the Corporations Act. FORWARD-LOOKING STATEMENTS accuracy or completeness of the AAPC ASIC has been requested to provide a This Scheme Booklet contains both Information. statement in accordance with section historical and forward-looking statements. b. The Independent Expert, Grant 411(17)(b) of the Corporations Act stating The forward-looking statements in this Thornton, has provided and is that it has no objection to the Scheme. Scheme Booklet are not based on historical responsible for the information If ASIC provides that statement, then it will facts, but rather reflect the current views contained in the Independent Expert’s be produced to the Court at the time of the held only as at the date of this Scheme Report in Annexure A of this Scheme Court hearing to approve the Scheme. Booklet concerning future results and events Booklet. Mantra Group, its directors, Neither ASIC nor any of its officers take and generally may be identified by the use officers and advisers do not assume any responsibility for the contents of this of forward-looking words or phrases such anyFor personal use only responsibility for the accuracy Scheme Booklet. as “believe”, “aim”, “expect”, “anticipated”, or completeness of the information A copy of this Scheme Booklet has been “intending”, “foreseeing”, “likely”, “should”, contained in Annexure A except in lodged with ASX. Neither ASX nor any of “planned”, “may”, “estimated”, “potential”, relation to information given by it to the its officers take any responsibility for the or other similar words and phrases. Independent Expert. The Independent contents of this Scheme Booklet. Similarly, statements that describe Expert does not assume any objectives, plans, goals or expectations are responsibility for the accuracy or IMPORTANT NOTICE ASSOCIATED WITH or may be forward-looking statements. completeness of the information COURT ORDER UNDER SUBSECTION The statements in this Scheme Booklet contained in this Scheme Booklet other 411(1) OF THE CORPORATIONS ACT about the impact that the Scheme may have than that contained in Annexure A. The fact that under subsection 411(1) of the Corporations Act the Court has MANTRA GROUP SCHEME BOOKLET on the results of Mantra Group’s operations, PRIVACY AND PERSONAL INFORMATION regulation in such other jurisdictions and and the advantages and disadvantages Mantra Group may collect personal persons outside of Australia who come into anticipated to result from the Scheme, are information to implement the Scheme. possession of this Scheme Booklet should also forward-looking statements.