COMMS GROUP LTD — AGM Information 2018

Oct 18, 2018

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COMMSCHOICE GROUP LIMITED ACN 619 196 539 NOTICE OF ANNUAL GENERAL MEETING (‘AGM’) 2018

19th October 2018

Dear Shareholder,

I am pleased to invite you to attend the inaugural Annual General Meeting (‘AGM’) of CommsChoice Group Limited ACN 619 196 539 ( Company ) to be held at 10:00am (AEDST) on Monday, 19 November 2018 at Minter Ellison, Level 23, 525 Collins Street, Melbourne, Victoria 3000.

Registration of the AGM will be open from 9:30am (AEDST) on Monday, 19 November 2018.

At the meeting, CommsChoice Group Limited CEO, Ben Gilbert, and I will present to you a review of our activities in FY18, our progress on integration, and our future growth strategy.

Formal business to be conducted at the 2018 AGM includes:

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• Consideration of the FY 2018 Financial Statements and Reports;

• Adoption of the FY 2018 Remuneration Report;

• Re-election of Directors;

• Appointment of auditors; and

• Approval of additional 10% placement capacity.

Enclosed is a Notice of Annual General Meeting with an explanatory memorandum including full detail on each of the abovementioned items, together with your personalised proxy form. If you are unable to attend the AGM we encourage you to lodge your proxy vote in advance online at https://www.votingonline.com.au/ccgagm2018 or by returning the enclosed hard copy form in the reply paid envelope to Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001.

If you have elected to receive a hard copy of the Annual Report, please find a copy enclosed. The Annual Report contains the Company’s financial report for the period ended 30 June 2018, the Directors’ Report (including the Remuneration Report) and the Auditor’s Report. If you have not elected to receive a hard copy Annual Report, an electronic copy is available on the company’s website at www.commschoice.com/about/investors/annual-reports.

Investor related questions are welcomed prior to the AGM. Questions can be directed to the Company Secretary via email: companysecretary@commschoice.com or via post: Level 10, 89 York Street, Sydney NSW 2000 by no later than 12 November 2018.

We look forward to welcoming you at the AGM.

Yours sincerely,

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John Mackay Chairman

CommsChoice Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: engage@commschoice.com w: www.commschoice.com

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NOTICE OF 2018 ANNUAL GENERAL MEETING (‘AGM’)

CommsChoice Group Limited ACN: 619 196 539

Notice is hereby given that the AGM of the Shareholders of CommsChoice Group Limited ( Company ) will be held:

• on Monday, 19 November 2018

• at 10:00am (AEDST)

• at Minter Ellison, Level 23, 525 Collins Street, Melbourne, Victoria 3000.

IMPORTANT NOTICE

This Notice of Annual General Meeting and Explanatory Memorandum contains an explanation of, and important information about, the matters to be considered at the AGM. It is given to the Shareholders to help them determine how to vote on the Resolutions.

Shareholders should read this Notice of Annual General Meeting and Explanatory Memorandum in full before deciding if and how to vote on the Resolutions. If you are in doubt about what to do in relation to the Resolutions, you should consult your financial or other professional adviser.

This Notice of Annual General Meeting and Explanatory Memorandum is dated 12 October 2018.

ORDINARY BUSINESS

Item 1: Financial Statements and Reports

To receive and consider the Financial Report, the Director’s Report and the Auditor's Report for the Company and its controlled entities for the year ended 30 June 2018.

Note: There is no requirement for the Shareholders to approve these reports.

Resolution 1: Remuneration Report

To consider and, if thought fit, pass the following resolution as an ordinary non-binding resolution:

“ That , for the purposes of section 250R (2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2018 be adopted."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company's remuneration policies. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution.

Resolution 2: Re-election of Director – Mr Cameron Petricevic

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“ That Cameron Petricevic, a non-executive director of the Company who retires from the office of Director by rotation in accordance with rule 63 of the Constitution and ASX Listing Rule 14.4, being eligible and offering himself for re-election, be re-elected as a Director of the Company."

Resolution 3: Re-election of Director – Mr Ben Jennings

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“ That Ben Jennings, a non-executive director of the Company who retires from the office of Director by rotation in accordance with rule 63 of the Constitution and ASX Listing Rule 14.4, being eligible and offering himself for re-election, be re-elected as a Director of the Company."

CommsChoice Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: engage@commschoice.com w: www.commschoice.com

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Resolution 4: Appointment of PricewaterhouseCoopers Australia as auditor of the Company

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“ That pursuant to section 327B of the Corporations Act and for all other purposes, PricewaterhouseCoopers Australia be appointed as the Company’s auditor, having been nominated for appointment, and consenting to act as auditor.”

Resolution 5: Approval of additional 10% placement capacity

To consider and, if thought fit, pass the following resolution as a special resolution:

“ That for the purposes of ASX Listing Rule 7.1A and for all other purposes, the Shareholders approve the Company having the additional capacity to issue Shares up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 over a 12 month period from the date of the Annual General Meeting, at a price no less than that determined pursuant to ASX Listing Rule 7.1A.3 and otherwise on the terms and conditions set out in the Explanatory Memorandum.”

VOTING EXCLUSIONS

1. A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

2. a) a member of the Company's key management personnel ( KMP ), details of whose remuneration are included in the Remuneration Report or a closely related party of a KMP;

3. b) persons who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed; and

4. c) any associate of a KMP or of any persons who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed.

5. The Company will disregard any votes cast in favour of Resolution 5 (in any capacity) by or on behalf of any of the following persons:

6. a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of Shares in the Company); or

7. b) any Associate of that person (or those persons).

However, a vote may be cast by such a person if:

• a) the vote is cast by that person as a proxy in accordance with a direction by the Shareholder as to how that person is to vote on the Resolution; and

• b) the Shareholder who directed that person how to vote is entitled to vote on the Resolution (e.g. the shareholder is not a KMP or a closely related party of a KMP),

or

• c) the voter is the chair of the Meeting and the appointment of the Chairman as proxy (by a Shareholder who is entitled to vote on the Resolution) does not specify the way the proxy is to vote on the Resolution; and

• d) the appointment expressly authorises the Chairman to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a KMP.

The Chairman intends to vote undirected proxies (where he has been appropriately authorised) in favour of this Resolution.

By Order of the Board

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Andrew Metcalfe Company Secretary

12 October 2018

CommsChoice Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: engage@commschoice.com w: www.commschoice.com

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VOTING INSTRUCTIONS

Voting Entitlements

It has been determined (in accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations 2001 (Cth)) that for the purposes of the Meeting, the Company's shares will be taken to be held by the persons who are the registered Shareholders of the Company at 7.00pm (Melbourne time) on 17 November 2018. Accordingly, those persons are entitled to attend and vote (if not excluded) at the Meeting.

If you are not the registered holder of a relevant Share at that time, you will not be entitled to vote at the Meeting.

Corporate Representatives

A body corporate which is a Shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed, unless it has previously been given to the Company.

How to Vote

You may vote by attending the Meeting in person, by proxy or authorised representative. Registration will commence just prior to the Meeting. To vote in person, attend the Meeting on the date and at the place set out above.

Voting at the Meeting

Ordinary resolutions require the support of at least 50% of the votes cast. Special resolutions require the support of at least 75% of the votes cast. All Resolutions to be tabled at the Meeting are ordinary resolutions. Resolution 5 is a special resolution.

Every question arising at this Meeting will be decided in the first instance by a show of hands. A poll may be demanded in accordance with the Company’s Constitution.

On a show of hands, every Shareholder eligible to vote on the particular Resolution who is present in person or by proxy, representative or attorney, will have one vote. Upon a poll, every Shareholder eligible to vote on the particular Resolution who is present in person or by proxy, representative or attorney will have one vote for each Share held by that person.

Proxy Votes

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. Shareholders and their proxies should be aware of the requirements under the Corporations Act, as they will apply to this meeting.

A member who is entitled to vote at the Meeting may appoint:

• (a) one proxy if the member is only entitled to one vote; or

• (b) one or two proxies if the member is entitled to more than one vote.

Where the member appoints two proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise half of the votes, in which case any fraction of votes will be disregarded.

A proxy need not be a member of the Company.

If you require an additional proxy form, the Company will supply it on request.

The proxy form and the power of attorney or other authority (if any) under which it is signed (or a certified copy) must be received by the Company, at least 48 hours before the time for holding the Meeting (i.e. by no later than 10.00am (AEDST) on 17 November 2018), at:

• (a) Online https://www.votingonline.com.au/ccgagm2018;

• (b) by mail: Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia;

• (c) by fax: + 61 2 9290 9655; or

• (d) by hand: Boardroom Pty Limited, Level 12, 225 George Street, Sydney NSW 2000 Australia

Proxies given by corporate Shareholders must be executed in accordance with their constitutions, or under the hand of a duly authorised attorney.

CommsChoice Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: engage@commschoice.com w: www.commschoice.com

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A proxy may decide whether to vote on any motion, except where the proxy is required by law or the Company's constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with that direction. If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit.

If a Shareholder appoints the chairperson of the Meeting as the Shareholder's proxy and does not specify how the chairperson is to vote on an item of business, the chairperson will vote, as proxy for that Shareholder, in favour of the item on a poll.

You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the Proxy Form

Voting Intention of the Chair for all Resolutions

Shareholders should be aware that any undirected proxies given to the Chair are intended to be cast by the Chair and counted in favour of the Resolutions the subject of this Meeting, subject to compliance with the Corporations Act. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

CommsChoice Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: engage@commschoice.com w: www.commschoice.com

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EXPLANATORY MEMORANDUM TO COMMSCHOICE GROUP LIMITED NOTICE OF 2018 ANNUAL GENERAL MEETING (‘AGM’)

This Explanatory Memorandum forms part of this Notice of Meeting and has been prepared to provide Shareholders of the Company with sufficient information to consider the Resolutions contained in the accompanying Notice of Annual General Meeting of the Company. The Annual General Meeting of the Company will be held on 19 November 2018 commencing at 10.00am (AEDST) at Minter Ellison, Level 23, 525 Collins Street, Melbourne, Victoria, Australia.

The Directors recommend that Shareholders read this Explanatory Memorandum carefully and in its entirety before making any decision in relation to the Resolutions.

Certain terms and abbreviations used in this Explanatory Memorandum have defined meanings which are explained in the Glossary appearing at the end of this Explanatory Statement.

FINANCIAL STATEMENTS AND REPORT – YEAR ENDED 30 JUNE 2018

The Corporations Act requires:

• the reports of the directors and auditors; and

• the annual financial report, including the financial statements of the Company,

for the financial year ended 30 June 2018, to be laid before the Annual General Meeting. Neither the Corporations Act nor the Constitution require a vote of Shareholders on the reports or statements. However, Shareholders as a whole will be given a reasonable opportunity to raise questions or comments on the management of the Company.

Also, a reasonable opportunity will be given to Shareholders as a whole at the AGM to ask the Company’s auditor questions relevant to the conduct of the audit, the preparation and content of the auditor’s report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. Shareholders can access a copy of the annual report on the Company’s website at https://www.commschoice.com/about/investors

RESOLUTIONS

Resolution 1: Non-Binding Resolution to adopt Remuneration Report

The Directors’ report for the year ended 30 June 2018 contains a Remuneration Report which sets out the policy for the remuneration of the Directors and key executives of the Company. The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted be put to the Company's shareholders. However, section 250R (3) of the Corporations Act expressly provides that the vote on the Resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements and sets out the details of any share-based compensation. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for a financial year.

A reasonable opportunity for discussion of, and comment on, the Remuneration Report will be provided by the Chairman at the Annual General Meeting.

Voting consequences

Should 25% or more of the votes cast on this Resolution (in person or by proxy) to approve the Remuneration Report be against approval of that report, then at the 2019 Annual General Meeting the resolution to approve next year's Remuneration Report must be approved by 75% or more of the votes cast to avoid a resolution being put to the 2019 Annual General Meeting to consider a spill of the Board.

CommsChoice Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: engage@commschoice.com w: www.commschoice.com

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Resolution 2: Re-election of Director – Mr Cameron Petricevic

Pursuant to rule 63 of the Constitution, retiring director Cameron Petricevic, being eligible to do so, has offered himself for reelection. Mr Cameron Petricevic, a non-executive director of the Company, was appointed on 11 October 2017, prior to the Company's listing on ASX.

This Resolution seeks Shareholder approval of the re-election of Mr Cameron Petricevic.

Profile of Mr Cameron Petricevic

Mr Cameron Petricevic is a Non-Executive Director of CommsChoice Group.

Mr Petricevic has spent almost 15 years in the financial industry beginning his career with roles at AXA Asia Pacific Holdings (now AMP) from 2004 covering valuations, investments, auditing and corporate finance. He later managed a team within the mergers and acquisitions function, with roles across Asia Pacific, and later led the Hedging Operations team for the group.

Mr Petricevic later spent almost 5 years at Acorn Capital as portfolio manager across private and public investments for the Telecommunications, Information Technology, Materials (ex-Resources) and Industrials sectors.

Mr Petricevic joined Kentgrove Capital in late 2015 as a Partner and Portfolio Manager focusing on investments and equity capital markets transactions.

Mr Petricevic is a qualified Actuary (AIAA) and holds a Bachelor of Commerce (Actuarial) and a Bachelor of Engineering (Electrical) from the University of Melbourne, with First Class Honours. He is also a Graduate and Fellow of the Australian Institute of Company Directors (GAICD) and Founder/Treasurer of Brimbank ToRCH, a Royal Children's Hospital auxiliary charity.

The Board (excluding Mr Cameron Petricevic, who abstains from making a recommendation) recommends supporting the reelection of Mr Cameron Petricevic and recommends that Shareholders vote in favour of Resolution 2.

Resolution 3: Re-election of Director – Mr Ben Jennings

Pursuant to rule 63 of the Constitution, retiring director Mr Ben Jennings, being eligible to do so, has offered himself for re-election. Mr Ben Jennings, a non-executive director of the Company, was appointed on 11 October 2017, prior to the Company's listing on ASX.

This Resolution seeks Shareholder approval of the re-election of Mr Ben Jennings.

Profile of Mr Ben Jennings

Mr Ben Jennings is a Non-Executive Director of CommsChoice Group. Mr Jennings is also Chair of the Audit Compliance and Risk Management Committee.

Ben has spent almost 18 years as an accountant working in both commercial and public practice roles in both Australia and the United Kingdom.

Ben established middle market advisory firm Jennings Partners Chartered Accountants in early 2009 to provide commercial advisory, mergers and acquisition, income taxation, and Finance Director/ Chief Financial Officer services to SME businesses, venture capital and private equity groups

The Board (excluding Mr Ben Jennings, who abstains from making a recommendation) recommends supporting the re-election of Mr Ben Jennings and recommends that Shareholders vote in favour of Resolution 3.

Resolution 4: Appointment of Auditors

On 31 January 2018, in accordance with section 327A (1) of the Corporations Act, the Board appointed PricewaterhouseCoopers Australia as auditor of the Company.

Following the above appointment, and in accordance with section 327A (2) of the Corporations Act, PricewaterhouseCoopers Australia holds office as auditor of the Company until the Company's next annual general meeting, being the Meeting the subject of this Notice of Meeting. In accordance with section 327B(1)(a), the Company now seeks Shareholder approval for the ongoing appointment of PricewaterhouseCoopers Australia as auditor of the Company and its controlled entities.

CommsChoice Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: engage@commschoice.com w: www.commschoice.com

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In accordance with section 328B of the Corporations Act, a written notice nominating PricewaterhouseCoopers Australia as the Company's auditor has been given to the Company by Jennings Group Investments, a Shareholder of the Company.

PricewaterhouseCoopers Australia has provided to the Company, and has not withdrawn, its written consent to act as the Company’s auditor in accordance with section 328A (1) of the Corporations Act.

The Board unanimously recommends that Shareholders vote in favour of Resolution 4.

Resolution 5: Approval of Additional 10% Placement Capacity

The Company seeks Shareholder approval to permit the Company to issue an additional 10% of its issued capital over a 12-month period in accordance with ASX Listing Rule 7.1A ( Additional Placement Capacity ).

ASX Listing Rule 7.1 permits the Company to issue a maximum of 15% of its capital in any 12-month period without requiring shareholder approval. Under ASX Listing Rule 7.1A, eligible entities (companies that are outside the S&P/ASX 300 Index and have a market capitalisation of $300 million or less) can issue a further 10% of share capital in 12 months on a non-pro rata basis subject to the company obtaining shareholder approval.

Securities issued under the Additional Placement Capacity must be in the same class as an existing quoted class of securities of the Company. As at the date of this Notice the Company has one class of quoted securities on issue, being the Shares (ASX Code: CCG).

The Company is an eligible entity as at the date of this Notice of Meeting. The number of Shares that may be issued (if Shareholder approval is obtained at the Annual General Meeting) will be determined in accordance with the following formula prescribed in ASX Listing Rule 7.1A.2:

(A x D) – E

where:

A is the number of fully paid shares on issue 12 months before the date of issue or agreement:

• (a) plus, the number of fully paid shares issued in the 12 months under an exception in ASX Listing Rule 7.2;

• (b) plus, the number of partly paid shares that became fully paid in the 12 months;

• (c) plus, the number of fully paid shares issued in the 12 months with approval of holders of Shares under ASX Listing Rules 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% capacity pursuant to ASX Listing Rule 7.1 without shareholder approval; and

• (d) less the number of fully paid shares cancelled in the 12 months.

D

• is 10%.

E is the number of equity securities issued or agreed to be issued under Listing Rules 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of Shareholders under ASX Listing Rule 7.1 or 7.4.

CommsChoice Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: engage@commschoice.com w: www.commschoice.com

Required Information

In compliance with ASX Listing Rule 7.3A, the Company provides the following information:

Minimum price at which equity securities may be issued	The issue price of each Share must be no less than 75% of the volume weighted average price for the Shares calculated over the 15 trading days on which trades in that class where recorded immediately before: • the date on which the price, at which the securities are to be issued, is agreed; or • if the securities are not issued within five trading days of the date referred to above, the date on which the securities are issued.
Risk of economic and voting dilution	An issue of Shares under ASX Listing Rule 7.1A involves the risk of economic and voting dilution for existing ordinary security holders. The risks include: • the market price for Shares may be significantly lower on the issue date than on the date of the approval under ASX Listing Rule 7.1A; and • the equity securities may be issued at a price that is at a discount to the market price for the Shares on the issue date. Under ASX Listing Rule 7.3A.2, a table describing the notional possible dilution, based upon various assumptions as stated, is set out below.
Date by which the securities will be issued	The period commencing on the date of the Annual General Meeting (to which this Notice relates) at which approval is obtained and expiring on the first to occur of the following: • the date which is 12 months after the date of the annual general meeting at which approval is obtained; and • the date of the approval by holders of the Company’s ordinary securities of a transaction under ASX Listing Rules 11.1.2 or 11.2. The approval under ASX Listing Rule 7.1A will cease to be valid if holders of the Company’s ordinary securities approve a transaction under ASX Listing Rules 11.1.2 or 11.2.

CommsChoice Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: engage@commschoice.com w: www.commschoice.com

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Purposes for which the equity securities may be issued, including whether the Company may issue them for non-cash consideration	It is the Board’s current intention that any funds raised under an issue of equity securities will be used for general working capital requirements and to increase resources available to pursue major clients and partnerships. The Company reserves the right to issue Shares for non-cash consideration, including for payment of further acquisitions, service or consultancy fees and costs. If securities are issued for non-cash consideration, the Company will comply with the minimum issue price limitation under ASX Listing Rule 7.1A.3 in relation to such issue and will release the valuation of the non-cash consideration to the market.]
Details of CCG's allocation policy for issues under approval	The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to ASX Listing Rule 7.1A. The identity of the allottees will be determined on a case-by-case basis having regard to factors including but not limited to the following: • the prevailing market conditions at the time of the issue; • the purpose of the issue; • the ability of the Company to raise funds at the time of the proposed issue and whether the raising of any funds under such placement could be carried out by alternative means such as an entitlement offer, a placement and another offer where existing Shareholders may participate; • the dilutionary effect of the proposed issue of the securities on existing Shareholders at the time of the proposed issue; • the effect of the issue on the control of the Company; • the circumstances of the Company, including, but not limited to the financial situation and solvency of the Company; and • advice from its professional advisers, including corporate, financial and broking advisers (if applicable). The allottees under the ASX Listing Rule 7.1A facility have not been determined as at the date of this Notice of Meeting but may existing substantial shareholders and new shareholders who are not related parties or associates of a related party of the Company. Further, if the Company is successful in acquiring new assets, subsidiaries or investments, it is likely that the allottees under the ASX Listing Rule 7.1A facility will be or include the vendors of the new assets or investments.]
Previous approvals under ASX Listing Rule 7.1A	The Company has not previously requested approval from Shareholders under ASX Listing Rule 7.1A.
Equity Securities on issue as at 12 October 2018	108,832,523 Shares

The table below shows the dilution of existing Shareholders based on the current market price of Shares and the current number of ordinary securities for variable “A” calculated under the formula in ASX Listing Rule 7.1A (2) as at the date of this Notice of Meeting.

The table shows two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require shareholder approval (for example, a pro rata entitlement issue or scrip issued under a takeover offer) or future specific placements under ASX Listing Rule 7.1 that are approved at a future meeting of shareholders.

The table also shows two examples where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

CommsChoice Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: engage@commschoice.com w: www.commschoice.com

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	Dilution
	$0.06 50% decrease in Issue Price $0.12 Issue Price $0.24 100% increase in Issue Price
Variable ‘A’ in
Listing Rule
7.1A.2
Current Variable A 108,832,523 Shares*	10% voting dilution 10,883,252 10,883,252 10,883,252
	Funds raised $652,995 $1,305,990 $2,611,981
50% increase in current Variable A 163,248,785 Shares*	10% voting dilution 16,324,878 16,324,878 16,324,878
	Funds raised $979,493 $1,958,985 $3,917,971
100% increase In current Variable A 217,665,046 Shares*	10% voting dilution 21,766,505 21,766,505 21,766,505
	Funds raised $1,305,990 $2,611,981 $5,223,961

*Note: Current Variable A refers to the calculation required by Listing Rule 7.1A.2.

The table has been prepared on the following assumptions:

• (i) The Company issues the maximum number of Shares available under the 10% ASX Listing Rule 7.1A approval.

• (ii) No Options are exercised to convert into Shares before the date of the issue of the Shares available under ASX Listing Rule 7.1A.

• (iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. Therefore, the voting dilution is shown in each example as 10%.

• (iv) The table does not show an example of dilution that may be caused to a particular shareholder by reason of any Share issue under ASX Listing Rule 7.1A, based on that shareholder’s holding at the date of the meeting.

• (v) The table shows only the effect of issues of equity securities under ASX Listing Rule 7.1A, not under the 15% placement capacity under ASX Listing Rule 7.1.

• (vi) The issue of securities under ASX Listing Rule 7.1A consists only of Shares.

• (vii) The issue price is $0.12, being the closing price of the shares on ASX on 12 October 2018.

Board Recommendation

Resolution 5 is a special resolution, requiring approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) in order to be passed.

The Board unanimously recommends that Shareholders vote in favour of Resolution 5.

CommsChoice Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: engage@commschoice.com w: www.commschoice.com

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GLOSSARY

ASIC	means the Australian Securities and Investments Commission.
ASX	means ASX Limited or its financial market, the Australian Securities Exchange, as the context requires.
ASX Listing Rules	means the listing rules of ASX as they are amended from time to time.
Board	means the board of directors of CCG from time to time.
CompanyorCCG	means CommsChoice Group Limited ACN 619 196 539.
Constitution	means the Company's constitution.
Corporations Act	means the_Corporations Act 2001_(Cth).
Directors	means the directors of the Company.
Explanatory Memorandum	means the explanatory notes to the Resolutions that forms part of the Notice of Meeting.
Meeting	means the annual general meeting of Shareholders called by the Notice of Meeting.
NoticeorNotice of MeetingorNotice of Annual General Meeting	means this notice of annual general meeting and explanatory memorandum.
Proxy Form	means the proxy form accompanying the Notice.
Remuneration Report	means the remuneration report set out in the Company's 2018 Annual Report.
Resolutions	means the resolutions set out in the Notice.
Share	means a fully paid ordinary share in the capital of CCG.
Shareholder	means a holder of one or more Shares.

CommsChoice Group Limited (ASX: CCG) ACN 619 196 539 p: 1300 42 66 67 e: engage@commschoice.com w: www.commschoice.com

All Correspondence to:

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 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au

 By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 10:00am (AEDT) on Saturday, 17 November 2018.

 TO VOTE ONLINE

STEP 1: VISIT https://www.votingonline.com.au/ccgagm2018 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10:00am (AEDT) on Saturday 17 November 2018. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online https://www.votingonline.com.au/ccgagm2018  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

CommsChoice Group Limited ACN 619 196 539

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of CommsChoice Group Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at Minter Ellison, Level 23, 525 Collins Street, Melbourne, Victoria, 3000 on Monday 19 November 2018 at 10:00am (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 1 is connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called. For Against Resolution 1 To Adopt the Remuneration Report Resolution 2 To re-elect Mr Cameron Petricevic as a Director Resolution 3 To re-elect Mr Ben Jennings as a Director Resolution 4 Appointment of PricewaterhouseCoopers Australia as auditor of the Company Resolution 5 Approval of additional 10% placement capacity

For Against Abstain*

STEP 3 SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2018