CONNEXION MEDIA LIMITED ABN: 68 004 240 313

RIGHTS ISSUE PROSPECTUS

For a pro rata non-renounceable offer of 2 New Options for every 3 Shares held by Eligible Shareholders registered at the Record Date at an issue price of \$0.015 per New Option. Each New Option is exercisable at \$0.20 on or before 5pm on 28 February 2017.

If a New Option is exercised on or before 1 January 2016, the holder is entitled to receive a Piggy Back Option, exercisable at \$0.25 on or before 5pm on 1 January 2018.

This Prospectus also contains an offer of 2,500,000 Shares to the Underwriter or its nominees in connection with services performed by the Underwriter as lead manager and underwriter. Please refer to Section 5.6 of this Prospectus for further details on the Underwriter Offer.

Underwriter and Lead Manager

PAC Partners Pty Ltd (ABN 13 165 738 438) corporate authorised representative of PAC Asset Management Pty (AFSL No. 335 374)

IMPORTANT NOTICE

The New Options offered by this Prospectus should be considered a speculative investment and potential investors should refer to Section 6 for further details concerning the risk factors.

This document is important. It should be read in its entirety. If you do not understand its contents or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser.

Neither Connexion nor any other person guarantees the performance of the New Options offered pursuant to this Prospectus or the Shares issued on exercise of the New Options, or the performance of Connexion, or the return of any investment.

	DIRECTORY
$\mathbf{1}$	IMPORTANT DATES AND IMPORTANT INFORMATION
$\overline{2}$	OVERVIEW
$\mathbf{3}$	CHAIRMAN'S LETTER
$\overline{4}$	PURPOSE AND EFFECT OF THE OFFER
5.	DETAILS OF THE OFFER
6	RISK FACTORS
$\overline{7}$	CONTINUOUS DISCLOSURE OBLIGATIONS
8	ADDITIONAL INFORMATION
-9	GLOSSARY

Mr John Conomos (Chairman)

Mr George Parthimos (Managing Director) Mr Ashley Kelly (Exec. Director) Mr Sean Habgood (Non Exec. Director) Mr Eric Jiang (Exec. Director)

Contact Details

Suite 1, Level 17 499 St Kilda Road, Melbourne VIC 3004 Fax: +61 3 9866 5859 Phone: +61 3 9866 7889 Website: www.connexionmedia.com.au

Share Registry

Boardroom Pty Limited Level 7, 207 Kent Street Sydney NSW 2000 Fax: 1300 653 459 Phone: 1300 737 760 (within Australia) +61 2 9290 9600 (outside Australia)

Auditor*

William Buck Audit (Vic) Pty Ltd Level 20, 181 William Street Melbourne VIC 3000

Underwriter and Lead Manager

PAC Partners Pty Ltd Level 12, 15 William Street Melbourne VIC 3000 T +61 3 8633 9866

Legal Advisor

Kelly Hazell Quill Lawyers Level 15, 440 Collins Street Melbourne VIC 3000 T+61 3 9663 9877

IMPORTANT DATES AND IMPORTANT INFORMATION $\mathbf 1$

$1.1$ Important Dates

Event	Date
Announcement of the Offer, lodgement of the Appendix 3B with the ASX and the Prospectus with ASIC (and a copy to the ASX)	2 February 2015
Notice sent to shareholders containing the information required by Appendix 3B.	3 February 2015
"Ex" date (Existing Shares quoted on an "ex" basis)	4 February 2015
Record date to identify security holders entitled to participate in the Offer (Record Date)	6 February 2015
Prospectus and personalised entitlement and acceptance form despatched to eligible Shareholders (Opening Date) and announcement that this has occurred	11 February 2015
Opening Date	11 February 2015
Last day to extend the Offer	24 February 2015
Offer closes	5:00pm (AEDT) on 27 February 2015
New Share quoted on a deferred settlement basis	2 March 2015
Company notifies ASX of under subscriptions	4 March 2015
Issue date	6 March 2015

*The dates are indicative only. Subject to the Listing Rules, the Directors may vary the dates without prior notice.

$1.2$ Important Information

This Prospectus is dated 2 February 2015 and was lodged with ASIC on that date. Neither ASIC nor ASX takes any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No securities will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

The Company will apply for admission of the New Options and Shares offered by this Prospectus to quotation on ASX within 7 days after the date of this Prospectus.

It is important that you carefully read this Prospectus in its entirety before deciding to invest in the Company and, in particular, in considering the prospects for the Company, that you consider the risk factors that could affect the financial performance of the Company. You should carefully consider these factors in light of your personal circumstances (including

financial and taxation issues) and seek professional advice from your accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest.

No person or entity is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company or the Directors in connection with the Offer.

This Prospectus does not constitute an offer of New Options or Shares in any place in which. or to any person to whom, it would not be lawful to do so. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and any person into whose possession this Prospectus comes (including nominees, trustees or custodians) should seek advice on and observe those restrictions. The New Options and Shares have not been, and will not be, registered under the US Securities Act 1993 (as amended) and may not be offered or sold in the United States or to, or for the account of or benefit of, US persons. Accordingly neither this Prospectus nor an Application may be sent to investors in the United States or otherwise distributed in the United States.

This Prospectus may be viewed at the Company's website at www.connexionmedia.com.au.

Defined terms and abbreviations used in this Prospectus are explained in the (refer to section 9).

$\overline{\mathbf{2}}$ OVERVIEW

This information is a selective overview only. Eligible Shareholders and other investors should read this Prospectus in full before deciding whether to invest in New Options.

Query	Response	Where to find further information (section)
What is the Offer?	The rights issue is a pro-rata non- renounceable offer made to Eligible Shareholders to subscribe for New Options.	See section 5.1 for further details
What is my Entitlement?	Each Eligible Shareholder is entitled to subscribe for 2 New Options for every 3 Shares held on the Record Date, subject to the terms of this Prospectus.	See section 5.1 for further information.
	If a New Option is exercised on or prior to 1 January 2016, the holder is entitled to receive a Piggy Back Option.
	Eligible Shareholders can, in addition to their Entitlement, also apply for Shortfall Options.
What is the issue price?	The issue price is \$0.015 per New Option.	See section 5.1 for further details
Am I an Eligible Shareholder?	Eligible Shareholders are persons who: Are registered as a holder of ۰ Shares as at 6 February 2015 (AEDT); and	See section 5.11 regarding ineligible shareholders.
	have a registered address in $\bullet$ Australia or New Zealand or are, in the opinion of the Company, otherwise eligible under all applicable securities law to receive an offer of New Options under the Offer.
How much will be raised from the Offer?	The Offer will raise up to approximately \$821,198 (before costs).	See section 4 for further details.
What is the purpose of the Offer and how will the funds raised be used?	The Company intends to use the proceeds received from the issue of New Options for the further development and commercialisation of the Company's fleet management and telematics service known as "Flex", for the payment of the expenses of	See sections 4.1 and 4.2 for further details

Query	Response	Where to find further information (section)
	the Offer and for general working capital.
What are the key risks of a subscription under the Offer?	An investment in the Company has risks that you should consider before making a decision to invest. These risks include:	See section 6 for further details.
	the Company's current ٠ business has only a minimal operating history upon which an evaluation of future prospects can be based; and
	no revenue has been $\bullet$ generated to date from its current operations as at the date of this Prospectus. The Company is currently not a party to any contracts that guarantee a significant or ongoing revenue stream.
	Please carefully consider these risks and the information contained in other sections of this Prospectus before deciding whether or not to apply for New Options.
What can I do with my Entitlement?	An Eligible Shareholder can do the following:	See section 5.5 and 5.7 for further details
	take-up all of your Entitlement $\bullet$ and apply for Shortfall Options;
	take up all of your Entitlement;
	take up part of your Entitlement; or
	do nothing in which case your $\bullet$ Entitlement will lapse and will form part of the Shortfall.
What happens if I do not participate in the Offer?	If you do not participate in the Offer, you do not need to complete the Entitlement and Acceptance Form that accompanies this Prospectus.	See section 5.5 for further details
	New Options in relation to the Entitlements held by persons who are either ineligible to participate in the Offer or who do not exercise their full Entitlements will form the Shortfall.

Query	Response	Where to find further information (section)
Can I trade my Entitlement?	The Offer is non-renounceable, meaning you cannot trade your Entitlement.	See section 5.1 for further details
Is the Offer underwritten?	The Offer is fully underwritten by PAC Partners Pty Ltd.	See sections 5.4 and 8.4 for further details.
	The underwriting is subject to conditions ordinarily found in underwriting arrangements, including termination rights in certain circumstances.
What will be the effect of the Offer on control of the Company?	The Offer has the potential to substantially effect control of the Company. The extent of the effect will depend on the number of Shortfall Options the Underwriter is required to subscribe for and the number of New Options that the Underwriter exercises.	See section 4.5 for further details.
	As a consequence, the Company has implemented a shortfall dispersion strategy aimed at minimising the number of Shortfall Options that the Underwriter is required to subscribe for.
How will the Shortfall Options be allocated?	Any New Options not applied for as Entitlements will be allocated as follows:	See section 5.5 for further details.
	firstly, to Eligible Shareholders $\bullet$ who accept their Entitlement in full and apply for Shortfall Options;
	secondly, to shareholders of ٠ MMH, who apply for Shortfall Options;
	then, to the Underwriter or its ٠ sub-underwriters.
Where can I find out more information about the Company?	This Prospectus is intended to be read in conjunction with the publicly available information in relation to Connexion which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange.	Information can be accessed from the ASX or via Connexion's website at www.connexionmedia. com.au.

Query	Response	Where to find further information (section)
	Applicants should therefore also have regard to the other publicly available information in relation to Connexion before making a decision whether or not to invest in the New Options.

LETTER TO SHAREHOLDERS $\overline{\mathbf{3}}$

Dear Eligible Shareholder,

I am pleased to offer Eligible Shareholders an opportunity to participate in the pro-rata offer to acquire New Options on the basis of 2 New Options for every 3 Shares held on the Record Date.

The Offer gives all Eligible Shareholders the opportunity to acquire options proportionate to their shareholding. Eligible Shareholder can also apply for Shortfall Options over and above their entitlement. The issue price is \$0.015 per New Option.

Optionholders who exercise New Options prior to 1 January 2016 will also receive 1 free Piggy Back Option per New Option exercised, with an exercise price of \$0.25 and expiring on 1 January 2018.

The Offer is non-renounceable. This means that you will not be able to trade your rights to these New Options. Details of the Offer and investment considerations relating to the Offer are set out in this Prospectus. I recommend that you read this document carefully.

The Offer is fully underwritten by PAC Partners Pty Ltd.

As recently announced to the ASX, Connexion is developing a new fleet management and telematics service for the after-market connected vehicle market called "Flex". The funds raised through the issue of New Options are to be used to develop this service further after the deduction of the costs of the Offer.

The Board believes that the Offer terms are attractive and recommend the pro-rata rights issue to you.

Yours sincerely,

George Parthimos

Executive Director

PURPOSE AND EFFECT OF THE OFFER $\overline{\mathbf{4}}$

$4.1$ Purpose of the Offer

The Company is a technology company focused on in-vehicle and data analytic services. The Company's maiden service is a global digital radio application known as "Miroamer".

The Company's securities were reinstated to Official Quotation on 28 August 2014. As part of the process to reinstatement, the Company undertook a public offer of Shares and raised \$3,335,864. The funds raised pursuant to the public offer are predominately budgeted for the "Miroamer" service.

On 13 November 2014, the Company announced to the ASX the launch of a new fleet management and telematics service for the after-market connected vehicle market called "Flex".

Through its partnership with Buddy.com (a cloud-based telematics service), as well as inhouse proprietary developments in cloud storage and web services, the Company has built a prototype of the new service.

The service is 3G connected and plugs directly into the OBD-II port (found in most vehicles manufactured from 1996 onwards). Once the service is installed, the fleet owner has access to a vast array of in-vehicle information, all provided in real time. The information is also stored on a cloud service and can be retrieved up to 1 year from the date the data was originally captured.

The "Flex" service will allow fleet owners to (amongst other things):

$(a)$ know where every vehicle in its fleet is at any given point in time; and
set safety thresholds such as speed limit notifications and vehicle performance $(b)$ thresholds.

Customers will be offered fixed term contracts ranging from 12 months to 36 months and will pay for the service on a per vehicle per month basis.

The purpose of the Offer is to fund the costs associated with the development and commercialisation of "Flex" after the deduction of the costs of the Offer.

$4.2$ Use of Funds

In detail it is anticipated that the funds raised will be used as follows:

\$ Details
682,500 Flex service development and commercialisation
Purchase of OBD-II port hardware units (1) $\qquad \qquad \blacksquare$	287,500
Cellular network charges (pre-paid for up to 6 months) (2)	45,000
Technology service support and maintenance (3)	100,000
Sales and marketing expenses (4) $\qquad \qquad \blacksquare$	150,000
Freight, warehousing and distribution (5)	50,000
Operational expenses (6) ۰	50,000
Costs of the Offer	123,696
Underwriting fee ٠	65,696
ASIC fees	2.290
ASX fees	4,308
Other expenses (including legal and share registry) (7) $\overline{\phantom{a}}$	51,402
15,002 Working capital
\$821,198 Total

Notes:

This equates to approximately 2,500 hardware units. It is anticipated that further hardware $1₁$ units will be purchased using revenues received from sales, subject to sufficient revenue being generated.

These are the carrier costs for 2,500 hardware units for 6 months. The Company is in the $2₁$ process of negotiating a fixed price contract with a national carrier. It is likely that the Company will need to commit to a minimum spend over a contract term of 2 years. It is anticipated that carrier costs outside the initial 6 month period will be met out of revenues received from sales. It should be noted however that if the Company does not receive sufficient revenue to meet these minimum spends, the Company may need to reallocate funds and/or raise additional funds to meet these obligations.

This is the cost of one full time equivalent employee to manage the overall Flex service, $3.$ including maintenance and support of the infrastructure. The Company plans to initially use existing contractor services, and may in due course, if required, employ a full time employee to take on this role.

This allocation is for the initial 6 month marketing campaign for the service, to be used $4¹$ predominately for radio advertising. The costs of advertising outside this initial period are anticipated to be met from revenues received from sales subject to sufficient revenue being generated.

$5₁$ These costs include packaging the hardware units.

These costs cover operational overheads such as administrative resources to activate and $6.$ deactivate the hardware units, billing and other administrative functions. The Company proposes to recruit a contractor to perform these functions.

This is a provision for the estimated costs of the Offer. If this amount increases or decreases, $7₁$ the funds available for working capital described in the above table will change correspondingly.

The information set out above is a statement of present intention as at the date of this Prospectus. Given the nature of the Company's business, the Board reserves the right to alter the allocation of funds detailed in the above table depending on commercial and other factors.

Any funds raised from the exercise of any of the New Options will be applied towards general working capital requirements of the Company at that time.

$4.3$ Effect on financial position

Set out below is the reviewed pro forma statement of financial position of the Company as at 31 December 2014 which presents the reviewed statement of financial position as at 31 December 2014, as reviewed by William Buck, and the unaudited statement of financial position which has been adjusted for the impact of the proposed Offer. The pro forma statement of financial position adjusts the reviewed statement of financial position to reflect the issue of 54,746,513 New Options under the Offer (based on 82,119,770 Shares currently on issue) to raise \$697,502 after payment of the estimated costs of the Offer of \$123,696.

	Reviewed financial statements 31 December 2014	Pro-forma balance sheet as at 31 December 2014
Cash and Cash Equivalents	1,875,172.89	2,572,674.77
Trade and Other Receivables (current)	72,360.38	72,360.38
Current assets	1,947,533.27	2,645,035.15
Plant & Equipment	3,874.55	3,874.55
Intangible Assets	0.00	0.00
Non-current assets	3,874.55	3,874.55
TOTAL ASSETS	1,951,407.82	2,648,909.70
Trade and Other Payables (current)	-190,875.30	-190,875.30
Financial Liabilities (current)	$-518,657.11$	$-518,657.11$
Current liabilities	-709,532.41	$-709,532.41$
TOTAL LIABILITIES	-709,532.41	-709,532.41
NET ASSETS	1,241,875.41	1,939,377.29
Issued Capital	-5,431,028.00	$-6,128,529.88$
Retained Earnings	4,318,790.59	4,318,790.59
Reserves	-129,638.00	-129,638.00
Equity	$-1,241,875.41$	$-1,939,377.29$

$4.4$ Effect on capital structure

The capital structure of the Company following completion of the Offer (assuming that the Offer is fully subscribed and ignoring any variations that may be due to the fact that fractional Entitlements will be rounded up to the next whole number) is summarised below.

Shares	Number
Shares on issue at the date of this Prospectus	82,119,770
Shares to be issued under the Underwriter Offer	2,500,000
Shares on issue on completion of the Underwriter Offer	84,619,770

Options	Number
Options on issue at the date of this Prospectus
New Options issued under the Offer expiring 28 February 2017 exercisable at \$0.20 each	54,746,513
Options on issue on completion of the Offer	54,746,513

Notes:

It should be noted that if the New Options issued pursuant to this Prospectus are exercised on or before 1 January 2016, the holder will be entitled to receive a Piggy Back Option for each New Option exercised. Assuming all New Options are exercised by this date, the Company will issue a total of 54,746,513 Piggy Back Options.

4.5 Effect on Holdings and Control

The percentage shareholding and voting power of each Eligible Shareholder will diminish as a consequence of the issue of Shares pursuant to the Underwriter Offer, notwithstanding that an Eligible Shareholder takes up their Entitlement in full.

In addition, the respective percentage Shareholdings and voting power in the Company of:

Eligible Shareholders who do not take up their Entitlements in full; and
Ineligible Shareholders not permitted to participate in the Offer,

will be diluted by the issue of Shares issued to other Shareholders on the exercise of any of the New Options.

As the New Options do no confer any voting rights on their holders, the issue of the New Options under the Offer will, of itself, have no effect on the control of the Company. However, the issue of Shares on the exercise of New Options could have an effect on the control of the Company.

The Underwriter currently has no relevant interest in Shares. Under the Underwriting Agreement, the Underwriter is obliged to subscribe for the number of Shortfall Options that are not validly applied for by other persons. In addition, under the Underwriter Offer, the Underwriter will be issued 2,500,000 Shares. If the Underwriter or its nominees were to keep and exercise the New Options they are issued and acquire, they would acquire the number of Shares equal to the number of New Options exercised. The Underwriter is not a related party of the Company for the purposes of the Corporations Act.

The table below illustrates the potential voting power of the Underwriter (assuming no subunderwriters) and the commensurate effect on control of the Company for various levels of assumed shortfall for the Offer.

Shortfall	Underwriter
	Number of Securities held	After exercise of New Options (assuming no other option holder exercises New Options)
100% of Options subscribed (0% Offer shortfall)	2,500,000 Shares 2.95%	2,500,000 Shares 2.95%
75% of Options subscribed (25% Offer shortfall)	2,500,000 Shares 13,686,628 New Options 2.95%	16,186,628 Shares 16.46%
50% of Options subscribed (50% Offer shortfall)	2,500,000 Shares 27,373,256 New Options 2.95%	29,873,256 Shares 26.67%
25% of Options subscribed (75% Offer shortfall)	2,500,000 Shares 41,059,885 New Options 2.95%	43,559,885 Shares 34.66%
0% of Options subscribed (100% Offer shortfall)	2,500,000 Shares 54,746,513 New Options 2.95%	57,246,513 41.08%

The Underwriter may appoint sub-underwriters to subscribe for the Shortfall and accordingly, the above scenarios are unlikely and assume that no Shareholder or third party take up any Entitlement or Shortfall Options and all sub-underwriters fail to satisfy their obligations under sub-underwriting agreements with the Underwriter. The Underwriter has undertaken to ensure that no sub-underwriter by its sub-underwriting will increase its voting power in Shares to 20% or more.

The Company understands that its largest shareholder, MMH, will not take up its Entitlement. Accordingly, there will be a substantial Shortfall.

As the exercise of New Options could have an effect on the control of the Company and the Company is aware that there could be a large Shortfall, the Company has implemented the

following allocation policy in respect of the Shortfall aimed at minimising the number of Shortfall Options that the Underwriter and sub-underwriters are required to subscribe for:

Eligible Shareholders who accept their Entitlement in full and apply for Shortfall Options, will be given the highest priority;
shareholders of MMH who apply for Shortfall Options will be given the next highest priority; and
any Shortfall Options then remaining will be allocated to the Underwriter or its subunderwriters.

4.6 Cleansing previous issue

On 16 December 2014, the Company announced the issue of 2,700,000 Shares at an issue price of \$0.20 (Placement Shares). The Placement Shares were issued without disclosure under Chapter 6D of the Corporations Act.

Generally, section 707(3) of the Corporations Act requires that a prospectus is issued in order for a person to whom securities were issues without disclosure under Part 6D of the Corporations Act to offer those securities for sale within 12 months of their issue.

Section 708(11) of the Corporations Act provides an exemption from this general requirement where:

the relevant securities are in a class or securities of the company that are quoted securities of the body; and
a prospectus is lodged with ASIC on or after the day on which the relevant securities were issued but before the day on which the sale offer is made.

A secondary purpose of this Prospectus is therefore to comply with section 708(11) of the Corporations Act so that the Placement Shares are able to be offered for sale within 12 months of their issue.

5 DETAILS OF THE OFFER

Details of the Offer $5.1$

The Company offers each Eligible Shareholder 2 New Options for every 3 Shares held on the Record Date, at an issue price of \$0.015 per New Option, exercisable at \$0.20 per New Option before the expiry date of 28 February 2017.

If a New Option is exercised on or prior to 1 January 2016, the New Option holder is entitled to receive a Piggy Back Option exercisable at \$0.25 before the expiry date of 1 January 2018.

In calculating the number of New Options to which an Eligible Shareholder is entitled (Entitlement), fractions of New Options will be rounded up to the nearest whole number. Approximately 54,746,513 New Options will be issued pursuant to the Offer raising approximately \$821,198 before the costs of the Offer.

The Offer is a non-renounceable. This means that Entitlements cannot be transferred to another person. If an Eligible Shareholder does not take up their rights, they will form part of the Shortfall. Refer to Section 5.5 for further details regarding the Shortfall.

Any New Options offered under this Prospectus will be issued on the terms and conditions set out in section 8.1. All Shares issued on the exercise of the New Options will, from their date of issue, rank equally in all respects with all the Shares on issue at the date of this Prospectus.

$5.2$ Minimum subscription

There is no minimum subscription that must be subscribed under the Offer.

$5.3$ Opening and Closing Date

The Offer will open for receipt of acceptances at 9.00am (AEDT) on 11 February 2015 and will close at 5.00pm (AEDT) on 27 February 2015 or such later date as the Directors, in their absolute discretion and subject to the Listing Rules, may determine.

$5.4$ Underwriting

The Offer is fully underwritten by the Underwriter.

For the services provided by the Underwriter, the Underwriter is to receive 2,500,000 Shares, which are the subject of the Underwriter Offer described in Section 5.6, as well as a fee of 8% of the proceeds raised pursuant to the Offer.

See Section 8.4 for further information and a summary of the material terms of the Underwriting Agreement.

$5.5$ Shortfall

Any New Options not applied for under the Offer will become Shortfall Options. Subject to the terms set out below, the Directors reserve the right to issue any Shortfall Options at their discretion within 3 months after the Closing Date.

The Shortfall Offer is, to the extent it is made in Australia, made under this Prospectus. To the extent the Shortfall Offer is made outside Australia, the Shortfall Offer is made without disclosure, a prospectus, lodgement, filing or registration, or other requirements of any applicable securities law, and only in circumstances where it is lawful to do so (such as to institutional or sophisticated investors).

The Company's largest shareholder, MMH has indicated that it will not take up its Entitlement. It is therefore likely that there will a large number of Shortfall Options available for issue. The Company will allocate Shortfall Options as follows:

firstly, to Eligible Shareholders who accept their Entitlement in full and apply for $(a)$ Shortfall Options;
secondly, to shareholders of MMH who apply for Shortfall Options; and $(b)$

$(c)$ then, to the Underwriter or its sub-underwriters.

Eligible Shareholders may apply for Shortfall Options by completing the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on that form. Shareholders of MMH may apply for Shortfall Options using the MMH Priority Shortfall Application Form attached to this Prospectus. Other investors who are not Eligible Shareholders may apply for Shortfall Options using the Shortfall Application Form attached to this Prospectus. Persons outside Australia doing so represent to the Company that they can apply for Shortfall Options in circumstances which do not require the offer for Shortfall Options or this Prospectus to be registered.

Subject to the above, the Directors reserve the right in their absolute discretion to reject any application for Shortfall Options or to issue a lesser number of Shortfall Options than that applied for, and it is an express term of the Shortfall Offer that applicants for Shortfall Options will be bound to accept a lesser number of Shortfall Options allocated to them than applied for. If a lesser number is allocated, excess Application Money will be refunded without interest as soon as practicable after the Closing Date.

$5.6$ Underwriter Offer

This Prospectus includes a separate offer to the Underwriter (or its nominees) of 2,500,000 Shares, in consideration for the Underwriter's role as lead manager and underwriter to the Offer (Underwriter Offer). No cash consideration will be payable by the Underwriter (or its nominees) to apply for these Shares and accordingly no funds will be raised under the Underwriter Offer.

Only the Underwriter or its nominees may accept the Underwriter Offer.

$5.7$ Entitlement and Acceptance

The Entitlement of each Eligible Shareholder under the Offer is shown on the form accompanying this Prospectus and headed Entitlement and Acceptance Form.

As the Offer is non-renounceable, Eligible Shareholders may not sell or transfer any part of their Entitlements.

An Eligible Shareholder may participate in the Offer as follows:

$(a)$ accept your full Entitlement and apply for Shortfall Options;
$(b)$ accept your full Entitlement;
accept part of your Entitlement and allow the balance to lapse; or $(c)$
$(d)$ do nothing.

Accepting your Entitlement

If you wish to accept your Entitlement (in full or in part), complete the personalised Entitlement and Acceptance Form accompanying this Prospectus in accordance with the instructions set out on that form and indicate the number of New Options you wish to subscribe for.

Return the personalised Entitlement and Acceptance Form to the Share Registry together with a cheque, bank draft or money order which must be:

$(a)$ in respect of the full Application Monies;
in Australian currency drawn on an Australian branch of a final institution; and $(b)$
made payable to the Company and crossed 'Not Negotiable'. $(c)$

By post	By hand
GPO Box 3993	Level 7
Sydney NSW 2001	207 Kent Street Sydney, NSW 2000

You need to ensure that your completed Entitlement and Acceptance Form and cheque, bank draft or money order reaches the Share Register at the address above by no later than 5:00pm (AEDT) on the Closing Date.

You need to ensure the amount of cheque bank draft or money order for Application Monies is sufficient to pay for the number of New Options you have applied for in your Entitlement and Acceptance Form in full, you will be taken to have applied for the lower number of whole New Options as your cleared Application Moines pay for and to have specified that number of New Options on your Entitlement and Acceptance Form, otherwise your Entitlement and Acceptance form will be rejected.

Cash payments will not be accepted.

Alternatively, payment by BPAY® can be made in accordance with the instructions set out on the Entitlement and Acceptance Form using the reference number shown on the form and must be received by 5:00pm (AEST) on the Closing Date of 27 February 2015. The reference number is used to identify your holding.

If you have multiple holdings, you will also have multiple reference numbers. You must use the reference number shown on each Entitlement and Acceptance Form to pay for each holding separately.

If you make your payment by BPAY® you do not need to complete and return the Entitlement and Acceptance Form. Your BPAY® payment cannot be withdrawn.

Applying for additional New Options

Shareholders are invited to apply for New Options in addition to your Entitlement. The Company has sole discretion to issue all, none or some of any additional New Options you apply for. Additional New Options will be issued at the same time as New Options applied for under your Entitlement. Application monies for any additional New Options you apply for but which are not issued to you will be refunded without interest.

Non-acceptance of Entitlement

If you decide not to accept all or part of your Entitlement to New Options, or fail to accept by the Closing Date, the part of your Entitlement not accepted will lapse. You should note that if you do not take up your Entitlement, then although you will continue to own the same

number of Shares, your percentage holding in the Company will be reduced as a result of the Underwriter Offer and further if any New Options are exercised.

$5.8$ Issue of New Options

The New Options will be issued as soon as practicable after the Closing Date and otherwise in accordance with the Listing Rules. Where the number of New Options issued is less than the number applied for, or where no allotment is made under the Offer, surplus Application Monies will be refunded without any interest to the Applicant as soon as practicable after the Closing Date.

Until allotment and issue of the New Options or payment of refunds pursuant to this Prospectus, the Application Monies will be held in trust in a separate bank account opened and maintained for that purpose only. Any interest earned on the Application Monies will be for the benefit of the Company and will be retained by it irrespective of whether allotment and issue of the New Options takes place.

5.9 ASX Listing and Quotation of the New Options and Shares

Within 7 days after the date of this Prospectus, the Company will apply to ASX for the New Options and Shares offered by this Prospectus to be granted Quotation.

If approval for Quotation is not granted within 3 months after the date of this Prospectus, the Company will not allot or issue any New Options and Shares offered by this Prospectus, and will repay all application monies without interest as soon as practicable.

ASX takes no responsibility for the contents of this Prospectus. The fact that ASX may grant Quotation of the New Options and Shares offered by this Prospectus is not to be taken in any way as an indication of the merits of the Company or the New Options and Shares offered pursuant to this Prospectus.

$5.10$ CHESS

The Company participates in the Clearing House Electronic Subregister System (CHESS). CHESS is operated by ASX Settlement Pty Ltd, a wholly owned subsidiary of ASX, in accordance with the Listing Rules and the ASX Settlement Operating Rules.

Under CHESS, the Company will not issue certificates to investors. Instead, Shareholders will receive a statement of their holding in the Company. If an investor is broker sponsored, the ASX Settlement Pty Ltd will send a CHESS statement.

$5.11$ Overseas shareholders

The Company is of the view that it is unreasonable to make an offer under the Offer to Shareholders with registered addresses outside of Australia and New Zealand having regard $to:$

the number of Shareholders outside Australia and New Zealand; $(a)$
the number and value of the securities owned by Shareholders outside Australia and $(b)$ New Zealand; and

the cost of complying with the legal requirements and requirements of regulatory $(c)$ authorities in the overseas jurisdictions.

Accordingly, the Company is not required, and does not intend, to make offers under the Offer to Shareholders with a registered address outside Australia and New Zealand.

The Offer contained in this Prospectus to Eligible Shareholders with registered addresses in New Zealand is made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand). This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

No action has been taken to register or qualify the New Options, Shares or the Offer or otherwise to permit a public offering of the New Options or Shares in any jurisdiction outside Australia or New Zealand.

$5.12$ Risks

An investment in the Company is speculative in nature. Risks associated with investments in technology companies such as the Company are generally considered high.

Investors are directed to Section 6 which sets out a summary of certain key risks associated with making an investment in the Company. Before submitting their Application, Eligible Shareholders and potential investors should read this Prospectus in its entirety, and consult their professional advisers if they require further information associated with investing in the Company.

$5.13$ Privacy Disclosure

The Company collects information (including personal information) in relation to each Applicant as provided on an Application (Information) for the purposes of processing the Application and, should the Application be successful, to administer the Applicant's security holding in the Company, facilitate distribution payments and corporate communications to you as a Shareholder (Purposes).

By submitting an Application, each Applicant agrees that the Company may use the Information for the Purposes and the Company may disclose the Information for the Purposes to the Share Registry, the Company's related bodies corporate, agents, contractors and third party service providers, and to ASX, ASIC and other regulatory authorities.

The Information may also be used and disclosed to persons inspecting the Register, including bidders for your securities in the context of takeovers, licensed securities dealers, mail houses, and regulatory bodies including the Australian Taxation Office.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its share registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth), the Corporations Act and rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the Application or any other application for securities offered by this Prospectus. the Company may not be able to accept or process your Application.

$5.14$ Taxation

It is the responsibility of all persons to satisfy themselves of the particular taxation treatment that applies to them by consulting their own professional tax advisers. Taxation consequences will depend on particular circumstances. Neither the Company nor any of its officers accept any liability or responsibility in respect of the taxation consequences connected with an investment in the New Options and Shares offered by this Prospectus.

5.15 Enquiries

Any questions concerning the Offer should be directed to the Company Secretary, George Karafotias.

RISK FACTORS $6\phantom{1}$

$6.1$ Specific Risk Factors

Limited operating history $(a)$

The Company's business has only a minimal operating history upon which an evaluation of future prospects can be based. Investors must consider the risks and difficulties frequently encountered by businesses with limited operating histories.

No assurances can be given that the Company will achieve commercial viability through the successful introduction of the new fleet management service known as Flex.

$(b)$ No revenue has been generated or secured

The Company's maiden service is the miRoamer internet radio streaming application, with potential revenue predominately reliant on the collection of data for on-sale to third parties for advertising and analytic purposes. The miRoamaer service is still in the process of certification and therefore the Company is yet to generate any revenue in respect of this service.

Flex is a new fleet management service to be launched by the Company that is subject to further testing and commercialisation, and the net funds raised from the Offer will be used for this service.

The Company is yet to generate any revenue from the Flex service as it is yet to be launced. The Company's ability to generate revenue from the Flex service will be dependent on:

successful testing; $(i)$

$(ii)$ sufficient consumer uptake; and
identifying, and entering into contracts with, suitable counter-parties. $(iii)$

It is possible that:

the testing of its Flex service will not be successful; $(i)$
the Company will need to incur significant additional costs before launch of $(ii)$ the Flex service: and/or
consumer uptake will be less than anticipated. $(iii)$

The eventuation of any of these risks will negatively affect the Company's ability to generate revenue in respect of the Flex service.

$(c)$ Reliance on key personnel

The Company's operational success will substantially depend on the continuing efforts of its senior executives (in particular George Parthimos). The loss of services of one or more senior executives may have an adverse effect on the Company's operations.

$(d)$ Competition

The Company's performance may be affected by the level of competition in the regions and markets in which it operates, which may result in general price reductions, reduced operating margins and a loss of market share. In particular, it should be noted that the Flex service upon launch will be subject to a high level of competition as the Company considers that there are low barriers to entry into the market in which the service will be offered.

$(e)$ Security Risks

The hardware component of the Flex service is installed into vehicles and is accessible through cellular data connectivity. Data is then stored in a cloud service accessible through a website portal. If the Company's security measures are breached, or if its services are subject to cyber-attacks that restrict user access to its services, loss of users or liability for damages could adversely affect the Company's brand and operating results.

$(f)$ Supplier Arrangements

The Company will rely on a number of key suppliers to provide the hardware component of the Flex service. The loss of a supplier may have an adverse effect on the Company's operations as the Company will need to seek an alternative supplier which could cause delays or increased costs in the provision of the Flex service.

The Company is in the process of negotiating a fixed price contract with a national carrier for network coverage services in respect of the Flex service. It is likely that the Company will need to commit to a minimum spend over a contract term of 2 years. It is anticipated that carrier costs outside the initial 6 month period will be met out of

revenues received from sales. If the Company does not generate any or sufficient revenues to meet these minimum spend requirements, the Company may need to reallocate funds and/or raise additional funds to meet these obligations.

Reliance on access to internet and mobile networks $(q)$

The Company's success will depend on the ability of its users to access the internet and mobile networks. Should access be disrupted, restricted or affected, usage of the Company's products may be negatively impacted.

Foreign Currency Risk $(h)$

The Company is exposed to exchange rate movements, in particular movements in, A\$/US\$ rate. Some of the goods and services used in connection with the Flex service are purchased in foreign currency, primarily US dollars, and therefore movements in exchange rates impact on the amounts paid for goods and services which could impact the Company's financial performance.

Threat to intellectual property $(i)$

The Company must rely on a combination of confidentiality and license agreements with its consultants and third parties with whom it has relationships, as well as domain name, trade secret and copyright laws, to protect its brand and other intellectual property rights. However, various events outside of the Company's control could pose a threat to its intellectual property rights, as well as to its services and technologies.

$(i)$ Service failures

The performance of the Company's technologies and services is critical to its reputation and to its ability to achieve market acceptance of these services. Any service failure or failure of a service to meet a customer's needs and requirements could have a material adverse effect on the Company's business, results of operations and financial conditions.

$(k)$ Reliance on new services

The Company's success will depend, in part, on its ability to expand its services and grow it's business in response to changing technologies, user and third party service providers' demands and competitive pressures. Failure to do so may impact the success of the Company.

$(1)$ Superseding technology

There is a risk that, as marketable technologies continue to develop in the IT industry, there may be certain information technology and product developments that supersede, and render obsolete, the service offerings of the Company, which would negatively affect the Company's profitability.

On-going capital requirements for the Company $(m)$

If the Company requires access to further funding at any stage in the future, the Company may be adversely affected in a material way if, for any reason, access to that capital is not available. There can be no assurance that additional funds will be available. If additional funds should be raised by issuing equity securities, this might result in dilution to the then existing shareholders.

$(n)$ No current intention to pay dividends

The Company does not anticipate declaring or paying any dividends to Shareholders in the foreseeable future. Consequently, Shareholders may need to rely on sales of their Shares to realise any future gains on their investment.

$(o)$ Trading liquidity

There can be no guarantee that an active market in the New Options or Shares will develop.

$6.2$ General Risk Factors

$(a)$ Securities investment

Investors should be aware that there are risks associated with investment in securities of companies listed on a stock exchange. The value of the Company's securities can be expected to fluctuate depending on various factors including general worldwide economic conditions, changes in government policies, investor perceptions, movements in interest rates and stock markets, prices of the Company's services, variations in the operating costs and costs of capital replacement which the Company may in the future require. Accordingly, assuming that the New Options and Shares are granted Official Quotation, the securities may trade on ASX at higher or lower prices than their issue price.

Each potential investor should consider whether securities are a suitable investment for them before deciding to invest in the Company's securities. Any investor in doubt about investing in shares should consult their stockbroker, accountant, lawyer or other professional adviser immediately.

Economic risk and external market factors $(b)$

Factors, such as, but not limited to, political movements, stock market trends, changing customer preferences, interest rates, inflation levels, commodity prices, industrial disruption, environmental impacts, international competition, taxation changes and legislative or regulatory changes, may all have an adverse impact on the Company's operating costs, profit margins and share price. These factors are beyond the control of the Company and the Company cannot, to any degree of certainty, predict how they will impact on the Company.

War and terrorist attacks $(c)$

War or terrorist attacks anywhere in the world could result in a decline in economic conditions worldwide or in a particular region. There could also be a resultant

material adverse effect on the business, financial condition and financial performance of the Company.

$(d)$ Legislative changes, Government policy and approvals

Changes in relevant taxes, legal and administration regimes, accounting practices and government policies in Australia and in other places where the Company conducts its business may adversely affect the financial performance of the Company.

6.3 Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the New Options offered under this Prospectus. Therefore, the New Options and Underwriter Shares to be issued pursuant to this Prospectus carry no quarantee with respect to the payment of dividends, returns of capital or the market value of those securities.

Potential investors should consider that an investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for New Options or Underwriter Shares pursuant to this Prospectus.

CONTINUOUS DISCLOSURE OBLIGATIONS $\mathbf{7}$

$7.1$ Nature of this Prospectus

This Prospectus is issued under the special prospectus content rules for continuously quoted securities in section 713 of the Corporations Act. This enables listed disclosing entities to issue a prospectus with less rigorous disclosure requirements if:

$(a)$ the securities offered by the prospectus are in a class of securities that have been quoted securities at all times in the 3 months before the date of the prospectus; and
$(b)$ the company is not subject to certain exemptions or declarations prescribed by the Corporations Act.

Securities are quoted securities if:

the company is included in the Official List; and $(a)$
$(b)$ the Listing Rules apply to those securities.

The information in this Prospectus principally concerns the terms and conditions of the Offer and the information necessary to make an informed assessment of:

the effect of the Offer on Connexion; and $(a)$
the rights and liabilities attaching to the securities offered by this Prospectus. $(b)$

A substantial amount of information concerning Connexion has previously been notified to the ASX and is therefore publicly available.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to Connexion which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Eligible Shareholders and other investor should therefore also have regard to the other publicly available information in relation to Connexion before making a decision whether or not to invest in the New Options or Underwriter Shares. Information can be accessed from ASX or via Connexion's website at www.connexionmedia.com.au.

$7.2$ Regular reporting and disclosure obligations

Connexion is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under the Corporations Act and the Listing Rules.

These obligations require Connexion to notify the ASX of information about specified events and matters as they arise for the purposes of the ASX making that information available to the stock market conducted by the ASX. In particular, Connexion has an obligation under the Listing Rules (subject to certain limited exceptions) to notify ASX immediately of any information of which it becomes aware concerning Connexion which a reasonable person would expect to have a material effect on the price or value of securities in Connexion.

Connexion is also required to prepare and lodge with ASIC both yearly and half yearly financial statements accompanied by a Directors' statement and report and an auditor's report.

All announcements made by Connexion are available from the ASX.

Having taken such precautions and having made such enquiries as are reasonable, Connexion believes that it has complied with the general and specific requirements of the ASX (as applicable from time to time throughout the 12 months before the issue of this Prospectus) which require Connexion to notify the ASX of information about specified events or matters as they arise, for the purpose of the ASX making that information available to the market.

Connexion believes there is no other information that investors would reasonably require for the purposes of making an informed assessment of the effect of the Offer on Connexion and the rights and obligations attaching to the New Options and Shares offered under this Prospectus, which has been excluded from a continuous disclosure notice in accordance with the Listing Rules.

$7.3$ Your right to obtain copies of Connexion's documents

Copies of any documents in relation to Connexion which are lodged with ASIC may be obtained from, or inspected at, an ASIC office.

During the period that the Offer remains open, Connexion will provide copies of the following to any person on request, free of charge:

Connexion's annual financial report for the year ended 30 June 2014 (being the last $(a)$ annual financial report that has been lodged with ASIC before lodgement of this Prospectus);
Connexion's financial report for the half-year ended 31 December 2014 (being the $(b)$ last half-year financial report that has been lodged with ASIC before lodgement of this Prospectus); and
any continuous disclosure notices used to notify ASX of information relating to $(c)$ Connexion between 25 August 2014 (being the date of lodgement of the financial report referred to in paragraph (a) with ASIC) and the date of lodgement of this Prospectus, being the following:

Date	Headline
30/01/2015	Appendix 3B
30/01/2015	Half Yearly Reports
30/01/2015	Complaint received
29/01/2015	Pro Rata Offer of Options to Shareholders Update
29/01/2015	Change of Director's Interest Notice
29/01/2015	Change in substantial holding
29/01/2015	Change in substantial holding
29/01/2015	Change of Director's Interest Notice
29/01/2015	Change of Director's Interest Notice
29/01/2015	Appendix 3Y Explanation
19/01/2015	Release of Escrow Shares
19/01/2015	Flex Update
09/01/2015	Pro Rata Offer of Options to Shareholders Update
09/01/2015	Volkswagen demonstrates MiRoamer at CES
16/12/2014	Appendix 3B
16/12/2014	Issue of Shares
04/12/2014	miRoamer in Skoda Fabia
01/12/2014	Agreement With Deezer
27/11/2014	Appointment of Advisor
27/11/2014	Pro-Rata Offer of Options to Shareholders
14/11/2014	Results of Meeting
14/11/2014	AGM Presentation
13/11/2014	Flex Product Launch
10/11/2014	Samsung Conference Announcement
05/11/2014	Volkswagen Agreement
28/10/2014	Company Update
28/10/2014	Appendix 4C - quarterly
13/10/2014	Notice of Annual General Meeting
06/10/2014	Agreement signed with Automotive Giant - Continental
03/10/2014	miRoamer Android App Launched at Paris Motor Show
01/10/2014	Date of Annual General Meeting
24/09/2014	MirrorLink Fast Track
09/09/2014	Contract Signed BKS Technology
03/09/2014	Amended Appendix 3X
03/09/2014	Initial Director's Interest Notice
03/09/2014	Initial Director's Interest Notice
03/09/2014	Initial Director's Interest Notice
03/09/2014	Final Director's Interest Notice
29/08/2014	Company Update - Appointments to the Board
28/08/2014	ASX Notice - Reinstatement to Official Quotation
28/08/2014	Share Trading Policy
28/08/2014	Compliance with listing rules

28/08/2014	Statement of commitments
28/08/2014	Statement of financial position
28/08/2014	Capital Structure
28/08/2014	Completion of the acquisition of Miroamer
28/08/2014	Completion of Acquisition
28/08/2014	Restricted Securities
28/08/2014	Top 20
28/08/2014	Distribution Schedule
28/08/2014	Reinstatement to Official Quotation
25/08/2014	Appendix 4E and Audited Accounts

$7.4$ Documents available for inspection

The following documents are available for inspection during Business Hours at the registered office of Connexion:

this Prospectus; $(a)$
$(b)$ the constitution of Connexion; and
the consents referred to in section 8.9 of this Prospectus. $(c)$

ADDITIONAL INFORMATION 8

$8.1$ Rights attaching to the New Options

The terms and conditions of each New Option are as follows:

Each New Option entitles the holder to subscribe for 1 Share upon exercise of the $(a)$ option and payment of the Exercise Price (defined below).
Each New Option is exercisable at any time for a consideration of \$0.20 per option $(b)$ payable in full on exercise of the option (Exercise Price).
Each New Option automatically expires at 5.00 pm on 28 February 2017 (Expiry $(c)$ Date).
The Company will apply to the ASX Limited for Official Quotation of the New Options. $(d)$
The Company must give the holder of each New Option a certificate or holding $(e)$ statement stating:
the number of New Options issued to each holder; $(i)$
$(ii)$ the Exercise Price of the New Options; and
$(iii)$ the date of issue of the New Options.
$(f)$ If a holder exercises a New Option at any time up to 5.00pm on 1 January 2016, the holder will be entitled to receive 1 Piggy Back Option for each New Option exercised.
Subject to the provisions of the Company's trading policy, New Options may only be $(g)$ exercised during the hours of 8.30am to 5.00pm (Business Hours) by the delivery to

the registered office of the Company or the Share Registry of a notice in writing stating the intention of the holder to:

exercise all or a specified number of the New Options; and $(i)$
pay the Exercise Price in full for the exercise of each such New Option. $(ii)$
A notice in writing received outside of Business Hours will be deemed received at the $(h)$ next opening of Business Hours.
The exercise notice must be accompanied by the certificate or holding statement for $(i)$ the New Options being exercised and a cheque made payable to the Company for the Exercise Price for the New Options being exercised.
The New Options will be deemed to have been exercised on the date the exercise $(i)$ notice is received or deemed to be received by the Company or the Share Registry.
The Company will allot the Shares to which a holder is entitled following exercise of $(k)$ New Options and deliver a holding statement with respect to such Shares within the timeframe required by the Listing Rules.
The exercise of only some New Options will not affect the rights of the holder to the $(1)$ balance of the New Options held by them.
If the holder of the New Options exercises less than the total number of New Options $(m)$ registered in the holder's name:
$(i)$ the holder of the New Options must surrender its option certificate, if one has been issued by the Company; and
the Company must cancel the certificate and issue the holder of the New $(ii)$ Options a new certificate or holding statement stating the remaining number of New Options held by the holder and stating the information set out above.
New Options will not confer an entitlement to receive dividends declared and paid by $(n)$ the Company, nor an entitlement to vote at general meetings of the Company unless the holder of the New Options has exercised the New Options before the record date for determining these entitlements and participates as a result of holding Shares.
$(0)$ All Shares issued on exercise of a New Option bear the rights set out in 8.3.
The Company will apply to the ASX for Official Quotation of the Shares issued upon $(p)$ exercise of options within the time period required by the Listing Rules.
A holder of New Options does not have the right to participate in bonus issues or new $(q)$ issues of securities offered to Shareholders until Shares are allotted to the holder pursuant to the exercise of the New Options.
$(r)$ In the event of a reorganisation (including, without limitation, consolidation, subdivision, reduction or return) of the capital of the Company, the rights of the holders of New Options (including, without limitation, the number of New Options to which the optionholder is entitled to and the Exercise Price) will be changed (as appropriate) in

accordance with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

$(s)$ If the Company makes a pro-rata issue (other than a bonus issue) to existing Shareholders and no Share has been issued in respect of the New Options before the record date for determining entitlements to the issue, the Exercise Price of each New Option will be reduced in the manner permitted by the Listing Rules applying at the time of the pro-rata issue.
$(t)$ If the Company makes a bonus issue to existing Shareholders and no Share has been issued in respect of that New Option before the record date for determining entitlements to the issue, then the number of Shares over which that New Option is exercisable will be increased in the manner permitted by the Listing Rules applying at the time of the bonus issue.
$(u)$ The Company is entitled to treat the registered holder of a New Option as the absolute holder of that New Option and is not bound to recognise any equitable or other claim to, or interest in, that New Option on the part of any person other than the registered holder, except as ordered by a court of competent jurisdiction or as required by statute.
$(v)$ If there is any inconsistency between any of the preceding terms and conditions and the Listing Rules, then the Listing Rules prevail to the extent of the inconsistency.

$8.2$ Rights attaching to the Piggy Back Options

The rights attaching to the Piggy Back Options are the same as the New Options, other than the following:

Each Piggy Back Option is exercisable at any time for a consideration of \$0.25 per $(a)$ option payable in full on exercise of the option.
Each Piggy Back Option automatically expires at 5.00 pm on 1 January 2018. . $(b)$
The Company will not apply to the ASX for Official Quotation of the Piggy Back $(c)$ Options.
The Piggy Back Options will only be issued under a disclosure document to be $(d)$ lodged with ASIC, probably in January 2016.

8.3 Rights attaching to Shares

Shares issued upon the exercise of the New Options granted under this Prospectus and the Underwriter Shares will be fully paid ordinary shares in the Company and once issued, rank pari passu with existing Shares.

The rights attaching to shares are set out in the Company's constitution, and, in certain circumstances, are regulated by the Corporations Act, the Listing Rules and general law. The constitution of the Company may be inspected during Business Hours at the registered office of the Company at Suite 1, Level 17, 499 St Kilda Road, Melbourne.

The following is a summary of the principal rights of the holders of ordinary shares of the Company (being the security underlying the New Options). This summary is not exhaustive nor does it constitute a definitive statement of the rights and liabilities of the Company's members.

General meeting and notices $(a)$

Each member is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be sent to members under the Company's constitution, the Corporations Act or the Listing Rules.

$(b)$ Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at a general meeting of the Company every holder of fully paid ordinary shares present in person or by an attorney, representative or proxy has one vote on a show of hands (unless a member has appointed 2 proxies) and one vote per share on a poll.

A person who holds a share which is not fully paid is entitled, on a poll, to a fraction of a vote equal to the proportion which the amount paid bears to the total issue price of the share.

Where there are 2 or more joint holders of a share, only the member whose name appears first in the Register is entitled to vote at a general meeting.

$(c)$ Issues of further shares

The Directors may:

issue or dispose of shares to any person at any time and on any terms and $(i)$ conditions and having attached to them any preferred, deferred or other special rights or restrictions, whether with regard to dividend, voting, return of capital or otherwise, as the Directors think; and
grant to any person an option over shares or pre-emptive rights at any time $(ii)$ and for any consideration as they think fit.

The Directors must ensure that the issue of securities following the exercise, conversion or paying up of any security of the Company quoted by ASX is not in any way prevented, delayed or interfered with by the Company except as permitted by the Listing Rules.

$(d)$ Variation of rights

At present, the Company has on issue one class of shares only, namely ordinary shares.

The Company may vary or cancel the rights attaching to any class of shares only if the variation or cancellation is permitted by the Corporations Act and is approved by special resolution of each of the members holding shares of the relevant class.

The Directors must give written notice of the variation or cancellation to the members holding the shares of the relevant class within seven days of the variation or cancellation.

Transfer of shares $(e)$

Subject to the Company's constitution, the Corporations Act and the Listing Rules, ordinary shares are freely transferable.

Subject to the Corporations Act, the Listing Rules or the Operating Rules, Shares are transferable by an instrument of transfer in writing in any usual or common form or in any other form that the Directors approve.

The Board may refuse to register a transfer of shares only if that refusal would not contravene the Listing Rules or the Operating Rules. If the Board refuses to register a transfer, the Company must give the lodging party written notice of the refusal and the reasons for it within 5 Business Days after the transfer is delivered to the Company. The Board must not register a transfer of shares if the Corporations Act, the Listing Rules or the Operating Rules forbid registration.

$(f)$ Dividends

Subject to the Company's constitution and the Corporations Act, the Board may resolve to pay any dividend it thinks appropriate and fix the time for payment. Subject to the terms of issue of shares, the Company may pay a dividend on one class of shares to the exclusion of another class.

Each share of a class on which the Board resolves to pay a dividend carries the right to participate in the dividend in the same proportion that the amount for the time being paid on the share (excluding any amount paid in advance of calls) bears to the total issue price of the share.

$(q)$ Winding up

Subject to the Company's constitution, the Corporations Act and to the terms of issue of the shares, if the Company is wound up and the property of the Company available is more than sufficient to pay: (i) all the debts and liabilities of the Company; and (ii) the costs, charges and expenses of the winding up, the members will be entitled to participate in any surplus assets of the Company in proportion to the percentage of the capital paid up on their shares.

$(h)$ Dividend reinvestment and share plans

The Board may adopt and implement dividend reinvestment plans (under which any member may elect that dividends payable by the Company be reinvested by way of subscription for fully paid shares in the Company) and any other share plans (under which any member may elect to forego any dividends that may be payable on all or some of the shares held by that member and to receive instead some other entitlement, including the issue of fully paid shares).

$(i)$ Directors The Company's constitution states that the minimum number of Directors is 3.

$(i)$ Powers of the Board

Except as otherwise required by the Corporations Act, any other law, the Listing Rules or the Company's constitution, the Board has power to manage the business of the Company and may exercise every right, power or capacity of the Company to the exclusion of the members (except to sell or dispose of the main undertaking of the Company).

8.4 Underwriting Agreement

The Company has entered into an Underwriting Agreement dated 20 January 2015 with the Underwriter. The Underwriter has agreed to fully underwrite the Offer.

If valid applications are not received for all New Options by the Closing Date and the Underwriting Agreement has not been terminated, the Underwriter must lodge or cause to be lodged valid applications for the Shortfall Options and pay the relevant application monies against allotment of those New Options.

As noted in section 5.5, the shareholders of MMH will be allocated Shortfall Options in priority to the Underwriter and any subunderwriters.

The Underwriter is entitled to receive an underwriting fee of 8% of the proceeds raised. The Underwriter will also be issued 2,500,000 Shares pursuant to the Underwriter Offer. The Underwriter must pay any sub-underwriting fees out of the amount paid to it. The Company has also agreed to reimburse the Underwriter for certain costs and expenses incurred by the Underwriter in relation to the Offer.

Customary with these types of arrangements:

the Company has (subject to certain limitations) indemnified the Underwriter against $(a)$ losses in connection with the Offer;
the Company has given certain representations, warranties and undertakings in $(b)$ connection with the Offer; and
the Underwriter may terminate the Underwriting Agreement and be released from $(c)$ their obligations on the happening of any one or more of the following:
The Underwriter becomes aware of any information in the Prospectus which $(i)$ is untrue, incorrect, misleading or deceptive, or a material omission from the Prospectus, which in the reasonable opinion of the Underwriter has or is likely to have a material adverse effect.
A court, the ASX or ASIC concludes that any information provided by the $(ii)$ Company in respect of the New Options fails to comply with the Corporations Act or any other applicable law.
The ASX does not provide approval (subject only to standard conditions or $(iii)$ conditions which would not, in the reasonable opinion of the Underwriter, have a material adverse effect) for Quotation of the New Options.
At any time after the date of the Underwriting Agreement but before the end $(iv)$ of the offer period, for two consecutive trading days any of the following indices close 10% or more below its level as at the close of trading immediately preceding the date of the Underwriting Agreement.
the Australian All Ordinaries Index; and $(A)$
the Dow Jones Industrial Average. $(B)$
If the closing price of the Shares falls below 14 cents for three consecutive $(v)$ trading days during the Offer Period.
The Company is in default of any of the material terms and conditions of the $(vi)$ Underwriting Agreement or breaches any warranty or covenant given or made by it under the Underwriting Agreement, which in the reasonable opinion of the Underwriter has or is likely to have a material adverse effect, and that default or breach is either incapable of remedy or is not remedied within 10 Business Days after written notice by the Underwriter to remedy it occurs.
The Company or any related body corporate fails to comply with any of the $(vii)$ following:
a clause of its constitution; $(A)$
the Corporations Act; $(B)$
any mandatory policy or guideline of ASIC or any other $(C)$ requirement, order or request made by or on behalf of ASIC or any governmental agency; or
any material agreement entered into by it. $(D)$
The Company or a related body corporate alters, or announces its intention to $(viii)$ alter, its capital structure without the prior written consent of the Underwriter (not to be unreasonably withheld or delayed).
The constitution or any other constituent document of the Company or a $(ix)$ related body corporate is amended, or the Company announces its intention to amend such documents, without the prior written consent of the Underwriter (not to be unreasonably withheld or delayed).
The Company or a related body corporate seeks the approval of shareholders $(x)$ under section 260B of the Corporations Act, without the prior written consent of the Underwriter (not to be unreasonably withheld or delayed).
A director (or, if he is not a director, the chief executive officer) of the $(x_i)$ Company or a related body corporate is convicted of an indictable offence relating to a financial or corporate matter.
An insolvency event occurs with respect to the Company. $(xii)$
The Company commits a material breach of the Listing Rules which in the $(xiii)$ reasonable opinion of the Underwriter has or is likely to have a material adverse effect.

The Company makes, or announces its intention to make, a takeover offer for $(xiv)$ any entity, or enters into arrangements to acquire an asset offering Shares in the Company as consideration (except as otherwise agreed by the Underwriter, not to be unreasonably withheld or delayed).

8.5 Directors' interests and benefits

Other than as set out below or elsewhere in this Prospectus, no Director or proposed Director of Connexion, and no firm in which a Director or proposed Director of Connexion is a partner, holds, or held at any time during the last 2 years before the date of this Prospectus, any interest in:

the formation or promotion of Connexion; $(a)$
$(b)$ any property acquired or proposed to be acquired by Connexion in connection with its formation or promotion or in connection with the Offer. or
$(c)$ the Offer.

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any Director or proposed director of Connexion:

to induce them to become, or to qualify them as, a Director; or $(a)$
for services rendered by them in connection with the formation or promotion of $(b)$ Connexion or in connection with the Offer.

Directors are not required under the Company's constitution to hold any shares in Connexion.

The table below shows the interest of each Director (whether held directly or indirectly) in securities of Connexion and their annual remuneration as at the date of this Prospectus:

Director	Shares	Remuneration
Mr John Conomos		\$50,000
Mr George Parthimos	48,204,052 *	\$230,000 plus superannuation
Mr Ashley Kelly	620,500	\$90,000 plus superannuation
Mr Sean Habgood		\$60,000
Mr Eric Jiang	7,500,000	\$90,000 plus superannuation

* 48,164,052 Shares are held by MMH, and Mr Parthimos holds approximately 29% of the issued shares of MMH.

Directors may hold the relevant interests in Shares shown above directly, or indirectly through holdings by companies, trusts or other persons with whom they are associated.

$8.6$ Related party transactions

There are no related party transactions entered into that have not otherwise been disclosed in this Prospectus or in publicly available information.

8.7 Legal proceedings

As announced to the ASX on 30 January 2015, the Company has been served with a complaint by Paul Ramsden (also known as Brian Paul Schloeffel).

The complaint alleges that Paul Ramsden is owed approximately \$100,000 by Mi Media Holdings Limited for services performed between 2006 and 2011. The complaint also alleges that the Company is liable in respect of Mi Media Holdings Limited's breach.

The Company believes that it should not be a party to the complaint and accordingly will vigorously defend the complaint. The Company is seeking legal advice in relation to this matter and will keep the market updated, as appropriate.

Other than the abovementioned complaint, the Directors are not aware of any litigation of a material nature pending or threatened which may significantly affect the business of the Company.

8.8 Interests of other persons

Other than as set out below or elsewhere in this Prospectus, no person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus, and no promoter of Connexion holds, or held at any time during the last 2 years before the date of this Prospectus, any interest in:

$(a)$ the formation or promotion of Connexion;
$(b)$ any property acquired or proposed to be acquired by Connexion in connection with its formation or promotion or in connection with the Offer; or
$(c)$ the Offer.

and no amounts have been paid or agreed to be paid and no benefit has been given or agreed to be given to any of these persons for services rendered by them in connection with the formation or promotion of Connexion or in connection with the Offers.

8.9 Consents

Each of the following has consented to being named in this Prospectus in the capacity as noted below and have not withdrawn such consent prior to lodgement of this Prospectus with ASIC:

Kelly Hazell Quill as legal advisors to the Company; $(a)$
$(b)$ PAC Partners Pty Ltd as underwriter and lead manager to the Offer; and
Boardroom as the Company's share registry, $(c)$

but, except as expressly noted in this Prospectus, each of the above parties:

has not authorised or caused the issue of this Prospectus; $(a)$
does not make, or purport to make, any statement in this Prospectus other than as $(b)$ specified in this section:
has not made any statement on which a statement in this Prospectus is based, other $(c)$ than as specified in this section; and
to the maximum extent permitted by law, expressly disclaims all liability in respect of, $(d)$ makes no representation regarding, and takes no responsibility for, any part of this Prospectus other than the reference to its name and the statement (if any) included in this Prospectus with the consent of that party as specified in this section.

8.10 Market Price of Shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on the ASX.

The highest and lowest market closing prices of the Company's Shares on the ASX during the 3 months immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those closing prices were:

Highest:	29 cents per Share	28 January 2015
Lowest:	16 cents per Share	19 December 2015

The latest available closing sale price of the Company's Shares on the ASX prior to the lodgement of this Prospectus with the ASIC was 26 cents on 30 January 2015.

The Company does not currently have any quoted options and therefore there is no current market price information for the New Options.

8.11 Expenses of the Offers

The estimated costs of the Offer are:

Item	Estimated Costs
ASIC fees	\$2,290
ASX fees	\$4,308
Underwriting fee	\$65,696
Other expenses (including legal and share registry)	\$51,402
Total	\$123.696

These expenses are payable by the Company.

8.12 Electronic Prospectus

Potential investors can obtain a copy of this Prospectus on the Company's website at www.connexionmedia.com.au. If you access an electronic copy of this Prospectus, you should read the entire Prospectus.

If you have received this Prospectus as an Electronic Prospectus please ensure that you have received the entire Prospectus accompanied by the Application. If you have not, please email the Company and the Company will send to you, for free, either a hard copy or a further electronic copy of this Prospectus or both.

The Company reserves the right not to accept an Application from a person if it has reason to believe that when that person was given access to the electronic Application, it was not provided together with the Electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. In such a case, the Application Moneys received will be dealt with in accordance with section 722 of the Corporations Act.

8.13 Director's authorisation

Each of the Directors of the Company has consented to the lodgement of this Prospectus in accordance with section 720 of the Corporations Act and has not withdrawn that consent.

This Prospectus is signed for and on behalf of the Company pursuant to a resolution of the Board.

Dated: 30 January 2015

George Parthimos

Director

AEDT	means Australian Eastern Daylight Time.
Applicant	means a person who submits an Application.
Application	means as the context requires:
	an Entitlement and Acceptance Form;
	a Shortfall Application Form; or $\bullet$
	an MMH Priority Shortfall Application Form.
Application Moneys	means money received by the Company in respect of Applications.
ASIC	Australian Securities and Investment Commission
ASX	means ASX Limited ABN 98 008 624 691.
ASX Settlement Operating Rules	means the ASX Settlement Operating Rules
Company or Connexion	means Connexion Media Limited (ABN: 68 004 240 313) (ASK:CXZ).
Board or Board of Directors	means the board of directors of the Company.
Business Day	means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Australia.
CHESS	means Clearing House Electronic Subregister System operated by ASTC
Closing Date	means 5pm AEDT on 27 February 2015 (unless extended).
Constitution	means the Company's constitution as at the date of this Prospectus.
Corporations Act	means Corporations Act 2001 (Cth).
Directors	means the directors of the Company as at the date of this Prospectus.
Eligible Shareholders	means a Shareholder whose registered address is in Australia or New Zealand and who is a Shareholder at 5.00 pm (AEDT) on the Record Date.
Entitlement	means the entitlement of an Eligible Shareholder to apply for New Options pursuant to the Offer.
Entitlement and Acceptance Form	means the application form entitled "Entitlement and Acceptance Form" either attached to or accompanying this Prospectus.
Ineligible Shareholder	means a Shareholder who does not reside in Australia or New Zealand or who do not have a registered address within Australia or New Zealand.
Listing Rules	means the listing rules of the ASX.
MMH	means Mi Media Holdings Limited (ACN 130 028 063).

MMH Priority Shortfall Application	means any application by a shareholder of MMH to apply under the Shortfall Offer, either attached to or accompanying this Prospectus.
New Options	means the Options offered pursuant to this Prospectus.
Offer	means the non-renounceable entitlement issue to Eligible Shareholders of approximately 54,746,513 New Options at an issue price of 1.5 cents per New Option on the basis of 2 New Options for every 3 Shares held on the Record Date to raise approximately \$821,198 before expenses.
Official List	means the Official List of the ASX.
Operating Rules	means the operating rules of the ASX.
Option	means an option to acquire a Share.
Optionholder	means a holder of an Option.
Piggy Back Options	means an Option issued upon valid exercise of a New Option on or before 5pm on 1 January 2016, on the terms set out in Section 8.2 of this Prospectus.
Prospectus	means this prospectus.
Quotation and Official Quotation	means the official quotation on ASX.
Record Date	means 6 February 2015.
Register	means the register of Shareholders.
Share	means a fully paid ordinary shares in the capital of the Company.
Shareholder	means the registered holder of a Share as recorded in the Register.
Share Registry	means Boardroom Pty Limited.
Shortfall	means the number of New Options comprising the difference between the New Options the subject of the Offer, and the number of New Options for which valid acceptances have been received and accepted by the Company by the Closing Date.
Shortfall Application Form	means an application to apply under the Shortfall Offer, either attached to or accompanying this Prospectus.
Shortfall Offer	means the offer of the Shortfall on the terms and conditions set out in Section 5.5 of this Prospectus.
Shortfall Options	means New Options offered under the Shortfall Offer.
Underwriter	means PAC Partners Pty Ltd.
Underwriter Offer	means the offer of 2,500,000 Shares to the Underwriter or its nominees in consideration for lead management and underwriting services provided by the Underwriter to the Offer and as defined in section 5.6 of this Prospectus.
Underwriter Shares	means the Shares issued to the Underwriter or its nominee as a result of the Underwriter Offer.

Underwriting Agreement

means the underwriting agreement dated 20 January 2015
entered between the Company and the Underwriter, as
summarised in section 8.4 of this Prospectus.

CONNEXION

Connexion Media Limited ABN 68 004 240 313

BoardRoom

All correspondence to Boardroom Ptv Limited GPO Box 3993 Sydney NSW 2001 Tel: 1300 737 760 (within Aust) Tel: + 61 2 9290 9600 (outside Aust) Fax: + 61 2 9279 0664 www.boardroomlimited.com.au [email protected]

RIGHTS ISSUE ENTITLEMENT AND ACCEPTANCE FORM

Entitlement No.

Subregister

SRN/HIN.

Number of Shares held at 7pm AEDT on 6 February 2015

Offer Closes: 5pm AEDT on 27 February 2015

NON-RENOUNCEABLE PRO RATA ENTITLEMENT OFFER OF UP TO 54,746,513 NEW OPTIONS AT AN OFFER PRICE OF A\$0.015 EACH ON THE BASIS OF 2 NEW OPTIONS FOR EVERY 3 SHARES HELD, PAYABLE IN FULL UPON ACCEPTANCE OF THIS OFFER.

Rights Acceptance

If you wish to accept your FULL ENTITLEMENT please complete and return this Application Form WITH YOUR APPLICATION PAYMENT FOR THE AMOUNT SHOWN BELOW. The return of this Application Form by the Closing Date with Application Payment or making Application Payment by BPAY will constitute acceptance of the Offer. Your signature is only required when an alteration to your address is indicated by you over the page.

Entitlement to New Options on the basis of 2 New Option for every 3 Shares held	Offer Price Per New Option	Amount payable for full acceptance, at A\$0.015 per New Option
	A\$0.015 per New Option $=$

If you wish to accept ONLY PART OF YOUR ENTITLEMENT please complete this form showing in the box below the NUMBER OF NEW OPTIONS BEING ACCEPTED and the appropriate amount payable.

Number of New Options accepted	Offer Price Per New Option	Amount enclosed (AUD)
	$AS0.015$ per New Option =
Apply for additional options (if available) B

If you wish to apply for additional shares to your Rights Entitlement above please insert the number of shares in the box below and the appropriate amount payable. These additional shares will only be allotted if available.

Number of Additional Options Applied for	Price Per Share	Amount Enclosed
	$$0.015$ per New Option =

C Application Payment

Payment may only be made by BPAY or cheque, money order or bank draft. Cash will not be accepted via the mail or at the Share Registry. Payments cannot be made at any bank.

Payment Option 1 - BPAY

Biller Code: Ref:

Telephone & Internet Banking - BPAY®

Contact your bank, credit union or building society to make this payment from your cheque or savings account. More info: www.bpay.com.au ® Registered to BPAY Ltd ABN 69 079 137 518

To pay via BPAY please contact your participating financial institution
If paying by BPAY you do not need to return the Application Form
If paying by BPAY the amount of your Application Payment received in the Share Registry's account divided by the Offer Price will be deemed to be the total number of New Options you are Applying for (rounded down to the nearest whole number).

Payment Option 2 – Cheque (Record cheque details below)

DRAWER	CHEQUE NO.	BSB NO.	ACCOUNT NO.	AMOUNT (AUD)

Only cheques, money orders or bank drafts in Australian dollars and drawn on a bank or financial institution in Australia will be accepted.
Your cheque, money order or bank draft must be made payable to 'Connexion Media Limited' and crossed Not Negotiable.
Please ensure that you submit the correct amount. Incorrect payments may result in your Application being rejected.

THIS FORM CONTINUES OVERLEAF

$\overline{c}$ Contact Details
CONTACT NAME	TELEPHONE WORK	TELEPHONE HOME	EMAIL ADDRESS

By submitting this Application Form or by using the BPAY facility to accept the Offer, I/We represent and warrant that I/we have read and understood the Prospectus to which this Application Form relates and declare that this Application is completed and lodged according to the Prospectus and the instructions on this Application Form and declare that all details and statements made by me/us are complete and accurate. I/We agree to be bound by the constitution of Connexion Media Limited and agree to the Terms of the Offer. I/We represent and warrant that I/we have not relied on any other information provided by the Company other as set out in the Offer Document when making my/our decision to invest.

LODGEMENT INSTRUCTIONS TO APPLICANTS

Please read these instructions carefully

ACCEPTANCE OF YOUR ENTITLEMENT IN FULL OR PART

Multiply the number of New options for which you are accepting by A\$0.015 then fill in the acceptance details, where necessary, in the space provided on the front of this form. Complete your cheque details on the front of this form and send your cheque, money order or bank draft and completed form to:

Boardroom Pty Limited GPO Box 3993 Telephone No. 02 9290 9600 Facsimile No. 02 9279 0664 SYDNEY NSW 2001

If you do not deal with your entitlement it will lapse at 5.00 pm AEDT on 27 February 2015.

PAYMENT

Cheques, money orders or Bank Draft

All cheques, money orders or bank drafts (expressed in Australian currency) are to be made payable to "Connexion Media Limited" and crossed "Not Negotiable".

BPAY

If you make payment using BPAY you must contact your Australian bank, credit union or building society to make this payment from your cheque or savings account. For more information: www.bpay.com.au. Refer to the front of this form for the Biller Code and Customer Reference Number. Payments must be received by BPAY before 5.00 pm AEDT on 27 February 2015.

PAYMENT - Eligible Shareholders outside Australia

Eligible Shareholders outside Australia who are permitted to Apply for New Options must obtain a draft in Australian currency payable on a bank in Australia, or where the Eligible Shareholder has an account with a bank in Australia, by a cheque drawn on that bank within Australia.

The Australian currency draft should be attached to your completed Application Form and the documents mailed to:

Boardroom Pty Limited GPO Box 3993 SYDNEY NSW 2001

ELIGIBLE SHAREHOLDERS OUTSIDE AUSTRALIA ARE ADVISED TO ENSURE THEIR DOCUMENTS ARE POSTED TO AUSTRALIA BY AIRMAIL.

Personal cheques drawn on overseas banks in Australian or any foreign currency will not be accepted. These will be returned and the Application deemed to be invalid.

INTERPRETATION

Capitalised terms used in this Application Form have the same meaning as defined in the Prospectus issued by Connexion Media Limited on 24 December 2014.

CHANGES OF ADDRESS SUPPORTED BY YOUR SIGNATURE(S)

If your address is not exactly as shown, please provide details below. This is only relevant for Issuer Sponsored registered holdings. CHESS holders must notify your sponsoring broker for amendments to holdings on the CHESS Subregister.

	CHANGE OF ADDRESS DETAILS - ISSUER SPONSORED ONLY

	SIGN HERE FOR ADDRESS AMENDMENTS:
Shareholder 1 (Individual) /	Joint Shareholder 2 (Individual) /	Joint Shareholder 3 (Individual) /
Sole Director & Sole Company Secretary	Director	Director/Company Secretary (Delete one)

Privacy Statement:

Boardroom Pty Limited advises that Chapter 2C of the Corporations Act 2001 (Cth) requires information about you as an option holder (including your name, address and details of the options you hold) to be included in the public register of the entity in which you hold options. Information is collected to administer your option holding and if some or all of the information is not collected then it might not be possible to administer your option holding. Your personal information may be disclosed to the entity in which you hold options. You can obtain access to your personal information by contacting us at the address or telephone number shown on the Application Form.

Our orivacy policy is available on our website (http://www.boardroomlimited.com.au/help/Option_privacy.html).

CONNEXION

Connexion Media Limited ABN 68 004 240 313

Priority Application Form for Mi Media Holdings Limited Shareholders

Priority Application Form

Option vailability subject to level of acceptance of Connexion Media Limited non renounceable rights issue. Shortfall subject to scaleback if oversubscribed.

Fill out this Application Form if you wish to apply for shortfall options in Connexion Media Limited.

Please read the Prospectus dated 30 January 2015.
Follow the instructions to complete this Application Form (see reverse).
Print clearly in capital letters using black or blue pen.

	Number of options you are applying for		Total amount payable
		$x $0.015$ per option =	S
C.	CHESS participant - Holder Identification Number (HIN) X			Important please note if the name & address details above in sections C & D do not match exactly with your registration details held at CHESS, any Securities issued as a result of your application will be held on the Issuer Sponsored subregister.
D	Enter your Tax File Number(s), ABN, or exemption category Applicant #1	Applicant #2
	Applicant #3
	Cheque payment details

Please enter details of the cheque(s) that accompany this application.

Name of drawer of cheque	Cheque No.	BSB No.	Account No.	Cheque Amount A\$



Contact telephone number (daytime/work/mobile)		Email address

By submitting this Application Form, I/we declare that this Application is completed and lodged according to the Prospectus and the instructions on the reverse of the Application Form, and declare that all details and statements made by me/us are complete and accurate. I/We agree to be bound by the constitution of Connexion Media Limited (the Company). I/We was/were given access to the Prospectus together with the Application Form. I/We represent, warrant and undertake to the Company that our subscription for the above optionss will not cause the Company or me/us to violate the laws of Australia or any other jurisdiction which may be applicable to this subscription for shares in the Company.

Applications must be received by no later than 5.00pm AEST on 27 February 2015.

Guide to the Priority Application Form

YOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS APPLICATION FORM.

Please complete all relevant sections of the appropriate Application Form using BLOCK LETTERS. These instructions are cross-referenced to each section of the Application Form.

Instructions

If applying for Options insert the number of Options for which you wish to subscribe at Item A. Multiply by \$0.0.15 AUD to calculate the A. total for Options and enter the \$amount at B.
If you are sponsored in CHESS by a stockbroker or other CHESS participant, you may enter your CHESS HIN if you would like the allocation $\mathbf C$ to be directed to your HIN. Your CHESS account must have the same registration details as your Mi Media Holdings Limited shares (NB: your registration details provided must match your CHESS account exactly) If you wish to apply for options under a CHESS account that does not have the same registration details as your Mi Media Holdings shares, or if you wish to apply for options in a name other than what appears on the front of this form you should complete the General Shortfall Application Form from the Prospectus.
Enter your Australian tax file number ("TFN") or ABN or exemption category, if you are an Australian resident. Where applicable, please enter the D. TFN/ABN of each joint Applicant. Collection of TFNs is authorised by taxation laws. Quotation of your TFN is not compulsory and will not affect your Application Form. However, if no TFN is quoted your dividends and distributions may be taxed at the highest marginal tax rate plus medicare levy.
Complete cheque details as requested. Make your cheque payable to Connexion Media Limited in Australian currency, cross it and mark Е. it "Not Negotiable". Cheques must be made in Australian currency, and cheques must be drawn on an Australian Bank.
Enter your contact details so we may contact you regarding your Application Form or Application Monies. F.
Enter your email address so we may contact you regarding your Application Form or Application Monies or other correspondence G.

Correct Forms of Registrable Title

Note that ONLY legal entities can hold the Options. The Application must be in the name of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and surname is required for each natural person.

Type of Investor	Correct Form of Registrable Title	Incorrect Form of Registrable Title
Trusts	Mr John David Smith	John Smith Family Trust
Deceased Estates	Mr Michael Peter Smith	John Smith (deceased)
Partnerships	Mr John David Smith & Mr Ian Lee Smith	John Smith & Son
Clubs/Unincorporated Bodies	Mr John David Smith	Smith Investment Club
Superannuation Funds	Mr John Smith & Mrs Mary Smith	John & Mary Smith Superannuation Fund

Examples of the correct form of registrable title are set out below.

Lodgement

Mail your completed Application Form with cheque(s) attached to the following address:

Mailing address:

Connexion Media Limited C/- Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001

Delivery address:

Connexion Media Limited C/- Boardroom Pty Limited Level 7 207 Kent Street SYDNEY NSW 2000

It is not necessary to sign or otherwise execute the Application Form.

If you have any questions as to how to complete the Application Form, please contact Boardroom Pty Limited on 02 9290 9600.

Privacy Statement:

Boardroom Pty Limited advises that Chapter 2C of the Corporations Act 2001 (Cth) requires information about you as a Shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares. Information is collected to administer your share holding and if some or all of the information is not collected then it might not be possible to administer your share holding. Your personal information may be disclosed to the entity in which you hold shares. You can obtain access to your personal information by contacting us at the address or telephone number shown on the Application Form. Our privacy policy is available on our website (http://www.boardroomlimited.com.au/help/share_privacy.html)

Connexion Media Limited

Options Shortfall Application form

Fill out this Application form if you want to apply for shortfall options in Connexion Media Limited

Please read the Prospectus dated 30 January 2015.
Follow the instructions to complete this Application form (see reverse).
Print clearly in capital letters using black or blue pen.

Option availability subject to level of acceptance of Connexion Media Limited non renounceable rights issue. Shortfall subject to scaleback if oversubscribed.

Postcode

Important please note if the name & address details above in sections C & D do not match exactly with your registration details held at CHESS, any Securities issued as a result of your application will be held on the Issuer Sponsored





Cheque Amount A\$

By submitting this Application form, I/We declare that this Application is completed and lodged according to the Prospectus and the instructions on the reverse of the Application form and declare that all details and statements made by me/us are compete and accurate. I/We agree to be bound by the constitution of Connexion Media Limited. I/We was/were given access to the Prospectus together with the application form. IWe represent, warrant and undertake to the Company that our subscription for the above options will not cause the Company or me/us to violate the laws of Australia or any other jurisdiction which may be applicable to this subscription for options in the Company

GUIDE TO THE APPLICATION FORM

YOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS APPLICATION FORM.

Please complete all relevant sections of the appropriate Application Form using BLOCK LETTERS. These instructions are cross-referenced to each section of the Application Form.

Instructions

A. If applying for Options insert the number of Options for which you wish to subscribe at Item A. Multiply by \$0.015 AUD to calculate the total for Options and enter the Samount at B.
C. Write your full name. Initials are not acceptable for first names.
Enter vour postal address for all correspondence. All communications to you from Connexion Media Limited will be D. mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered.
If you are sponsored in CHESS by a stockbroker or other CHESS participant, you may enter your CHESS HIN if you Ε. would like the allocation to be directed to your HIN. NB: your registration details provided must match your CHESS account exactly.
F. Enter your Australian tax file number ("TFN") or ABN or exemption category, if you are an Australian resident. Where applicable, please enter the TFN /ABN of each joint Applicant. Collection of TFN's is authorised by taxation laws.
Quotation of your TFN is not compulsory and will not affect your Application Form. Complete cheque details as requested. Make your cheque payable to Connexion Media Limited in Australian currency, G. cross it and mark it "Not Negotiable". Cheques must be made in Australian currency, and cheques must be drawn on an
Enter your contact details so we may contact you regarding your Application Form or Application Monies. Η.
Enter your email address so we may contact you regarding your Application Form or Application Monies or other Τ. correspondence.

CORRECT FORMS OF REGISTRABLE TITLE

Australian Bank.

Note that ONLY legal entities can hold the Options. The Application must be in the name of a natural person(s), companies or other legal entities acceptable to Connexion Media Limited. At least one full given name and surname is required for each natural person.

Type of Investor	Correct Form of Registrable Title	Incorrect Form of Registrable Title
Trusts	Mr John David Smith	John Smith Family Trust
Deceased Estates	Mr Michael Peter Smith	John Smith (deceased)
Partnerships	Mr John David Smith & Mr Ian Lee Smith	John Smith & Son
Clubs/Unincorporated Bodies	Mr John David Smith	Smith Investment Club
Superannuation Funds	Mr John Smith & Mrs Mary Smith	John & Mary Smith Superannuation Fund

Examples of the correct form of registrable title are set out below.

Lodgement

Mail your completed Application Form with cheque(s) attached to the following address:

Delivery address:

Connexion Media Limited C/- Boardroom Pty Limited Level 7 207 Kent Street SYDNEY NSW 2000

Mailing address:

Connexion Media Limited
C/- Boardroom Pty Limited
GPO Box 3993
SYDNEY NSW 2001

It is not necessary to sign or otherwise execute the Application Form.

If you have any questions as to how to complete the Application Form, please contact Boardroom Pty Limited on: Tel: 02 9290 9600

Privacy Statement:

Boardroom Pty Limited advises that Chapter 2C of the Corporations Act 2001 (Cth) requires information about you as a shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares. Information is collected to administer your share holding and if some or all of the information is not collected then it might not be possible to administer your share holding. Your personal information may be disclosed to the entity in which you hold shares. You can obtain access to your personal information by contacting us at the address or telephone number shown on the Application Form.

Our privacy policy is available on our website (http://www.boardroomlimited.com.au/help/share_privacy.html).

AI assistant

CONNEXION MOBILITY LTD — Capital/Financing Update 2015

64739_rns_2015-02-01_634e394f-8dc6-471b-87c8-db3c2ea4839f.pdf

CONNEXION MEDIA LIMITED ABN: 68 004 240 313

RIGHTS ISSUE PROSPECTUS

Underwriter and Lead Manager

IMPORTANT NOTICE

DIRECTORY

Company

Mr John Conomos (Chairman)

Contact Details

Share Registry

Auditor*

Legal Advisor

IMPORTANT DATES AND IMPORTANT INFORMATION $\mathbf 1$

$1.1$ Important Dates

$1.2$ Important Information

$\overline{\mathbf{2}}$ OVERVIEW

LETTER TO SHAREHOLDERS $\overline{\mathbf{3}}$

PURPOSE AND EFFECT OF THE OFFER $\overline{\mathbf{4}}$

$4.1$ Purpose of the Offer

$4.2$ Use of Funds

$4.3$ Effect on financial position

$4.4$ Effect on capital structure

Notes:

4.5 Effect on Holdings and Control

4.6 Cleansing previous issue

5 DETAILS OF THE OFFER

Details of the Offer $5.1$

$5.2$ Minimum subscription

$5.3$ Opening and Closing Date

$5.4$ Underwriting

$5.5$ Shortfall

$5.6$ Underwriter Offer

$5.7$ Entitlement and Acceptance

Accepting your Entitlement

Applying for additional New Options

Non-acceptance of Entitlement

$5.8$ Issue of New Options

5.9 ASX Listing and Quotation of the New Options and Shares

$5.10$ CHESS

$5.11$ Overseas shareholders

$5.12$ Risks

$5.13$ Privacy Disclosure

$5.14$ Taxation

5.15 Enquiries

RISK FACTORS $6\phantom{1}$

$6.1$ Specific Risk Factors

$(f)$ Supplier Arrangements

$6.2$ General Risk Factors

6.3 Investment Speculative

CONTINUOUS DISCLOSURE OBLIGATIONS $\mathbf{7}$

$7.1$ Nature of this Prospectus

$7.2$ Regular reporting and disclosure obligations

$7.3$ Your right to obtain copies of Connexion's documents

$7.4$ Documents available for inspection

ADDITIONAL INFORMATION 8

$8.1$ Rights attaching to the New Options

$8.2$ Rights attaching to the Piggy Back Options

8.3 Rights attaching to Shares

General meeting and notices $(a)$

$(b)$ Voting rights

$(d)$ Variation of rights

8.4 Underwriting Agreement

8.5 Directors' interests and benefits

$8.6$ Related party transactions

8.7 Legal proceedings

8.8 Interests of other persons

8.9 Consents

8.10 Market Price of Shares

8.11 Expenses of the Offers

8.12 Electronic Prospectus

8.13 Director's authorisation

CONNEXION

BoardRoom

RIGHTS ISSUE ENTITLEMENT AND ACCEPTANCE FORM

Rights Acceptance

C Application Payment

Payment Option 1 - BPAY

Payment Option 2 – Cheque (Record cheque details below)

CONNEXION MOBILITY LTD Capital/Financing Update 2015