5G NETWORKS LIMITED. — M&A Activity 2021

Oct 21, 2021

ASX Announcement :

Update on Scheme of Arrangement between 5G Networks and Webcentral

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NEWS RELEASE 22[nd] October 2021

5G Networks Limited (ASX:5GN) ( 5GN ) and Webcentral Group Limited (ASX:WCG) ( Webcentral ) are pleased to provide an update on the proposed merger pursuant to which Webcentral will acquire all of the issued ordinary shares in 5GN by way of a scheme of arrangement ( Scheme ), as previously announced on 16 July 2021.

5GN Scheme Meeting – Proxy Voting

5GN is pleased to advise that 99% of proxy votes lodged by 5GN shareholders to date have voted in favour of the Scheme, representing 31% of total shareholder votes.

The Scheme Meeting will be held as a virtual meeting at https://agmlive.link/5gnsm21 at 10:00am (Melbourne time) on Monday, 8 November 2021. 5GN shareholders are encouraged to lodge their proxy vote prior to the proxy close time at 10.00am on Saturday, 6 November 2021. 5GN shareholders who require a replacement proxy form may contact the shareholder information line on 1300 657 159 (or +61 1300 657 159 if outside Australia) between 8:30am and 5:30pm (Melbourne time) Monday to Friday, excluding public holidays.

Webcentral Extraordinary General Meeting (EGM) – Proxy Voting

Webcentral is pleased to advise that approximately 95% of proxy votes lodged by Webcentral shareholders to date have voted in favour of the resolutions proposed at the EGM, representing 49% of total shareholder votes.

The EGM will be held as a virtual meeting at www. agmlive.link/wcgegm21 at 10.00 am (Melbourne time) on Wednesday, 3 November 2021. Webcentral shareholders are encouraged to lodge their proxy vote prior to the proxy close time at 10.00am on Monday, 1 November 2021. Webcentral shareholders who require a replacement

proxy form may contact the shareholder information line on 1300 554 474 (or +61 1300 554 474 if outside Australia) between 8:30am and 5:30pm (Melbourne time) Monday to Friday, excluding public holidays.

5GN Independent Directors’ Recommendation

The 5GN Independent Directors continue to unanimously recommend that 5GN shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Scheme is fair and reasonable and in the best interests of 5GN Shareholders.

Each 5GN Director intends to vote, or procure the voting of, all the 5GN shares held or controlled by them at the time of the Scheme Meeting in favour of the Scheme, in the absence of a superior proposal.

Indicative Timetable

The important dates and expected timetable for the Scheme are set out fully in the Scheme Booklet and include the following:

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Event Time and Date
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Event	Time and Date
Latest time and date for receipt of Proxy Forms (including proxies lodged online) or power of attorney by the 5GN Share Registry for the Scheme Meeting	10.00am on Saturday, 6 November 2021
Time and date for determining eligibility to vote at the Scheme Meeting	7.00pm on Saturday, 6 November 2021
Scheme Meeting to be held as a virtual meeting at https://agmlive. link/5gnsm21	10.00am on Monday, 8 November 2021

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Level 8, 99 William Street, Melbourne VIC 3000 7/505 Little Collins Street, Melbourne VIC 3000
www.5gnetworks.com.au Investors@webcentral.com.au
investor@5gnetworks.com.au webcentral.com.au
1300 10 11 12 1300 10 11 12
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Event Time and Date

Event	Time and Date
If the Scheme is approved by 5GN Shareholders at the Scheme Meeting
Second Court Date for approval of the Scheme	Thursday, 11 November 2021
Effective Date Court order lodged with ASIC and announcement to ASX Last day for trading in 5GN shares - 5GN shares will be suspended from trading on ASX from close of trading on this date	Friday, 12 November 2021
Scheme Record Date	7.00pm on Tuesday, 16 November 2021
Implementation Date of the Scheme	Tuesday, 23 November 2021
Commencement of trading of new Webcentral shares on ASX on a normal settlement basis	Wednesday, 24 November 2021

Note: All times and dates in the above timetable are references to the times and dates in Melbourne, Victoria, Australia and all such times and dates are subject to change. 5GN may vary any or all of these dates and times. Certain times and dates are conditional on the approval of the Scheme by 5GN shareholders and by the Court. Any changes to times and dates will be announced by 5GN to ASX.

Shareholder Information Line

A shareholder information line will be available on 1300 657 159 (or +61 1300 657 159 if outside Australia) between 8:30am and 5:30pm (Melbourne time) Monday to Friday, excluding public holidays, for any questions relating to the Scheme or the Scheme Booklet.

For further information contact:

Joe Demase Glen Dymond Managing Director Chief Financial Officer jd@5gn.com.au gdy@5gn.com.au 1300 546 389 0408 199 712

About 5G Networks

5G Networks (5GN) is a licenced telecommunications carrier operating across Australia. Our mission is to be Australia’s partner of choice for unifying a seamless digital experience for our customers across data connectivity, cloud and data centre services, underpinned by expert managed services in the business to business market.

5GN currently owns and operates its own Nationwide highspeed Data Network with points of presence in all major Australian capital cities. In addition, the Company offers managed cloud solutions through its Cloud and Data Centre capabilities as well as managed services to optimise customers’ IT and network environments. Supporting this is the Company’s combined rack capacity of over 1,000 racks through its owned and operated Data Centres across Melbourne, Sydney, Brisbane and Adelaide

As an organisation, we are dedicated and passionate about delivering unique value to our 2500+ customers which include several top 50 ASX listed and Government organisations. This commitment is strengthened by a core focus on digital leadership, innovation and an exceptional customer experience.

About Webcentral

Webcentral is an Australian owned digital services company who empower more than 330,000 customers to grow and thrive in the online world. Our portfolio of digital services is extensive, with market leading offers across domain management, website development and hosting, office and productivity applications and online marketing.

Our customer focussed heritage has been built on expertise, innovation and personalised service; critical attributes delivered through our culture and embraced by our people. This is demonstrated through more than 25 years of online industry leadership across Australia’s digital foundation brands such as Melbourne IT, Netregistry and WME.

The Webcentral mission is dedicated to leading online success for our customers. We achieve this by building trusted and valued client relationships which convert successful business outcomes at each milestone across the customers’ digital journey.

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Level 8, 99 William Street, Melbourne VIC 3000 7/505 Little Collins Street, Melbourne VIC 3000
www.5gnetworks.com.au Investors@webcentral.com.au
investor@5gnetworks.com.au webcentral.com.au
1300 10 11 12 1300 10 11 12
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