COMMS GROUP LTD — Capital/Financing Update 2025

May 15, 2025

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

COMMS GROUP LTD

Announcement Type

New announcement

Date of this announcement

16/5/2025

The Proposed issue is:

A standard pro rata issue (including non-renounceable or renounceable) A placement or other type of issue

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
CCG	ORDINARY FULLY PAID	43,300,000

Ex date

20/5/2025

+Record date

21/5/2025

Offer closing date

2/6/2025

Issue date

10/6/2025

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
CCG	ORDINARY FULLY PAID	96,400,000

Proposed +issue date 21/5/2025

Refer to next page for full details of the announcement

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

COMMS GROUP LTD

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

64619196539

1.3 ASX issuer code

CCG

1.4 The announcement is

New announcement

1.5 Date of this announcement

16/5/2025

1.6 The Proposed issue is:

A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue

1.6a The proposed standard +pro rata issue is:

• Non-renounceable

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Appendix 3B - Proposed issue of securities

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

+Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities proposed to be issued

ASX +security code and description

CCG : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No

Details of +securities proposed to be issued

ASX +security code and description

CCG : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) The quantity of additional +securities For a given quantity of +securities to be issued held

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Appendix 3B - Proposed issue of securities

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What will be done with fractional	Maximum number of +securities
entitlements?	proposed to be issued (subject to
	rounding)
Fractions rounded down to the nearest	43,300,000
whole number or fractions disregarded
Offer price details for retail security holders
In what currency will the offer be	What is the offer price per +security
made?	for the retail offer?
AUD - Australian Dollar	AUD 0.05000
Oversubscription & Scale back details
Will individual +security holders be permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
Yes
Describe the limits on over-subscription 100% over the applicants entitlement
Will a scale back be applied if the offer	is over-subscribed?
Yes
Describe the scale back arrangements Pro-rata scaleback to maximum number	of shares being offered
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Yes

Part 3C - Timetable

3C.1 +Record date

21/5/2025

3C.2 Ex date

20/5/2025

3C.4 Record date

21/5/2025

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

22/5/2025

3C.6 Offer closing date

2/6/2025

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Appendix 3B - Proposed issue of securities

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3C.7 Last day to extend the offer closing date 28/5/2025

3C.9 Trading in new +securities commences on a deferred settlement basis 3/6/2025 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 10/6/2025 3C.12 Date trading starts on a normal T+2 basis 11/6/2025 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 13/6/2025

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes 3E.1a Who is the lead manager/broker? Henslow Pty Ltd (Henslow) and Taylor Collison Limited are acting as joint lead managers 3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? to Henslow, a corporate advisory fee equal to 1.0% of the Placement Proceeds. 3E.2 Is the proposed offer to be underwritten? Yes 3E.2a Who are the underwriter(s)? Henslow Pty Ltd (Henslow) and Taylor Collison Limited are joint underwriters to the Entiitlement Offer 3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? 100% of Entitlement Offer

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)? (i) to the Lead Managers in their Respective Proportions in respect of the Entitlement Offer: (A) a management fee equal to 1.0% of the Entitlement Offer Proceeds; and (B) an underwriting fee equal to 4.0% of the Entitlement Offer Proceeds; and (ii) to Henslow, a corporate advisory fee equal to 1.0% of the Entitlement Offer Proceeds. 3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated Company - ceases to be listed, is insolvent, offer force majeure, unable to issue shares, subject to a regulaory action in relation to affairs or in relation to directors or senior executives, change in CEO or CFO, S&P/ASX Small Ordinaries Index falls to a level which is 10.0% or more below the level of that index on the close of trading on the Business Day before the date of this agreement, ASIC initiates an action in relation to the offer 3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No 3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? Yes

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Appendix 3B - Proposed issue of securities

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3E.3a Will the handling fee or commission be Dollar based or Percentage based? Percentage based (%)

• 3E.3b Amount of any handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible security holders

1.000000 %

3E.3c Please provide any other relevant information about the handling fee or commission method None

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Legal fees, regulatory fees Part 3F - Further Information 3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue to acquire the business and assets of TasmaNet, a leading provider of premium data communication services to government and businesses in Tasmania, from Field Solutions Holdings Limited (Receivers and Managers Appointed) (Administrators Appointed) 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue ineligible participants in all countries except Australia and New Zealand 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No 3F.6 URL on the entity's website where investors can download information about the proposed issue

https://commsgroup.limited/

3F.7 Any other information the entity wishes to provide about the proposed issue

No 3F.8 Will the offer of rights under the rights issue be made under a +disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes 3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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Appendix 3B - Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

CCG : ORDINARY FULLY PAID

Number of +securities proposed to be issued

96,400,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.05000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Appendix 3B - Proposed issue of securities

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Part 7C - Timetable

7C.1 Proposed +issue date

21/5/2025

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes 7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

57,360,000

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes 7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

39040000

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Henslow Pty Ltd (Henslow) and Taylor Collison Limited are acting as joint lead managers to the placement

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

(i) to the Lead Managers in their Respective Proportions in respect of the Placement:

(A) a management fee equal to 1.0% of the Placement Proceeds; and (B) a selling fee equal to 4.0% of the Placement Proceeds; and (ii) to Henslow, a corporate advisory fee equal to 1.0% of the Placement Proceeds.

7E.2 Is the proposed issue to be underwritten? No 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Legal fees, regulatory fees

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Appendix 3B - Proposed issue of securities

Part 7F - Further Information

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7F.01 The purpose(s) for which the entity is issuing the securities

to acquire the business and assets of TasmaNet, a leading provider of premium data communication services to government and businesses in Tasmania, from Field Solutions Holdings Limited (Receivers and Managers Appointed) (Administrators Appointed)

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

None

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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