5G NETWORKS LIMITED. — Major Shareholding Notification 2021

Sep 15, 2021

Form 604

Notice of change of interests of substantial holder

Corporations Act 2001

Section 671B

To Company Name/Scheme

CIRRUS NETWORKS HOLDINGS LIMITED (CNW)

ACN/ARSN 103 348 947

1. Details of substantial holder (1)

WEBCENTRAL GROUP LIMITED ACN 073 716 793 (WCG), 5G NETWORKS LIMITED ACN Name 163 312 025 (5GN)and each of the subsidiaries of WCG and 5GN set out in Annexure “A” (WCG / 5GN Group Entities)

ACN/ARSN (if applicable)

As above and see Annexure “A” for WCG / 5GN Group Entities

There was a change in the interests of the substantial holder on The previous notice was given to the company on 2 August 2021 The previous notice was dated 2 August 2021

16 September 2021

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
Fully Paid Ordinary Shares (“FPOs”)	82,323,375	8.86% (based on FPOs in CNW then on issue of 928,715,314)	155,666,592	16.74% (based on FPOs in CNW now on issue of 930,006,385)

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
See Annexure “B”	WCG / 5GN	Acquisitions of relevant interests in FPOs pursuant to acquisitions on-market in the ordinary course of trading on ASX or Chi-X as contemplated in the WCG bidder’s statement dated 30 July 2021 as supplemented by a first supplementary bidder’s statement dated 6 Augut 2021 and a second supplementary bidder’s statement dated 13 August 2021 (Bidder’s Statement).	See Annexure “B”	See Annexure “B”	See Annexure “B”

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
WCG / 5GN	Citigroup Nominees Pty Ltd	WCG, subject to completion of the SPA (defined herein)	Pursuant to Share Sale and Purchase Agreement dated 28 July 2021, a copy of which was set out in Annexure “B” to the initial substantial holder notice lodged by WCG / 5GN Group Entities on 30 July 2021 (SPA) (in the case of WCG, relevant interest under section 608(1) of the Corporations Act 2001(Cth) (Corporations Act), and, in the case of 5GN, relevant interest under section 608(3) of the Corporations Act)	34,099,591 fully paid ordinary shares	34,099,591
WCG / 5GN	WCG	WCG	Holder of FPOs pursuant to acquisitions on-market in the ordinary course of trading on ASX (in the case of WCG, relevant interest under section 608(1) of the	48,223,784 fully paid ordinary shares	48,223,784

WCG / 5GN			Corporations Act and, in the case of 5GN, relevant interest under section 608(3) of the Corporations Act)
	WCG or CNW shareholders to whom on-market offers have been made and who have accepted those offers (as applicable)	WCG	Holder of FPOs pursuant to acquisitions on-market in the ordinary course of trading on ASX or Chi-X as contemplated by the Bidder’s Statement (in the case of WCG, relevant interest under section 608(1) of the Corporations Act and, in the case of 5GN, relevant interest under section 608(3) of the CorporationsAct)	73,343,217 fully paid ordinary shares	73,343,217

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
WCG / 5GN Group Entities	Subsidiaries or related bodies corporate of WCG and 5GN

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
WCG	Level 7, 505 Little Collins Street, Melbourne, VIC 3000
5GN	Level 8, 99 William Street Melbourne VIC 3000
Citigroup Nominees Pty Ltd	7C Centro Avenue, Subiaco, WA 6008
WCG / 5GN Group Entities	Level 7, 505 Little Collins Street, Melbourne, VIC 3000 Level 8, 99 William Street Melbourne VIC 3000

Signature

Joint Company Secretary for WCG / print name Michael Wilton capacity 5GN sign here date 16 September 2021

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

• See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown"

(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

ANNEXURE A

This is Annexure “A” of 1 page referred to in the Form 604 Notice of Initial Substantial Holder for WCG / 5GN and others signed by me and dated 16 September 2021

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Signature: _____ Print Name: Michael Wilton Capacity: Joint Company Secretary for WCG / 5GN Date: 16 September 2021

DETAILS OF WCG/5GN Group Entities

WCG Subsidiaries

Entity	Interest held
Netregistry Services Pty Ltd ACN 625 754 430	100%
Netregistry Operations Pty Ltd ACN 625 744 505	100%
A.C.N. 063 963 039 Pty Ltd ACN 063 963 039	100%
Netregistry Group Pty Limited ACN 128 050 019	100%
Netregistry Pty Ltd ACN 080 859 721	100%
Web Marketing Experts Pty Ltd ACN 134 954 279	100%
Webcentral Pty Ltd ACN 084 429 318	100%
PlanetDomain Pty Ltd ACN 122 194 745	100%
Domainz Limited NZCN 830304	100%
Results First Limited NZCN 5240641	100%

5GN Subsidiaries (excluding WCG and its Subsidiaries)

Entity	Interest held
5G Network Operations Pty Ltd ACN 620 305 393	100%
Enspire Australia Pty Ltd ACN 105 883 887	100%
Asian Pacific Telecommunications Pty Ltd ACN 091 353 374	100%
5G Networks Finance Pty Ltd ACN 605 721 024	100%
Australian Pacific Data Centres Pty Ltd ACN 605 265 218	100%
Anittel Pty Ltd ACN 123 808 677	100%
Hostworks Pty Ltd ACN 087 307 695	100%
Hostworks Group Pty Ltd ACN 008 010 820	100%
Logic Communications Pty Ltd ACN 168 914 127	100%
Modular IT Pty. Ltd ACN 147 267 383	100%

ANNEXURE B

This is Annexure “B” of 1 page referred to in the Form 604 Notice of Initial Substantial Holder for WCG / 5GN and others signed by me and dated 16 September 2021

Signature: _____ Print Name: Michael Wilton Capacity: Joint Company Secretary for WCG / 5GN Date: 16 September 2021

Details of changes in relevant interests pursuant to acceptances of the Offer

Date of change	Consideration given in relation to change	Class and number of securities affected	Person's votes affected
14 September 2021	$16,031.46	500,983 fully paid ordinary shares	500,983
16 September 2021	$2,330,951.49	72,842,234 fully paid ordinary shares	72,842,234
TOTAL	$2,346,982.95	73,343,217 fully paid ordinary shares	73,343,217