INFORMATION MEMORANDUM TO SHAREHOLDERS

MOBI Limited

Dear Shareholder

I have great pleasure in submitting to you our notice of Extraordinary General Meeting "EGM" for Mobi Limited. I would kindly ask each shareholder individually, that you take time to read this document in its entirety, and to do so thoroughly. This Company has been expectant with promise for a significant time now, and I believe this single EGM event will mark the passing into a new, long term and profitable growth period for your Company. On behalf of our existing team, and the to be newly consolidated Sholl Communications and OneNetwork group, we are delighted to be a part of this dynamic communications business.

Since taking the Chair at Mobi some nine months ago, I have spent much time with my Board of Directors and management teams addressing the strategic direction of your company. I consider this period of contemplation will prove seminal in the history of Mobi and will finally validate your decision to hold stock in this very exciting venture. Other than the important regulatory documentation, a purpose to this Information Memorandum is to share with you what the Company that you own shares in actually does, and proposes to do by way of resolutions. Once you have understood these proposals you have an opportunity to vote on it as a part-owner of the company. I urge that you do so. I firmly believe there are a number of compelling reasons as to why Mobi Limited can become a significant global force in the telecommunications arena. I trust this document will assist you in not only understanding what your company does, but also give you an insight into the excitement we as a team hold for the future.

TALK Chairman TALK

This EGM is a culmination of these endeavours and in the event the proposed resolutions are duly passed, you will own shares in a company with proposed 2008 revenues in excess of \$ 7 million per annum, positive EBIT and significant cash reserves.

Finally I would like to take this opportunity to thank all my directors, management, staff and external advisors for the tremendous application they have demonstrated over the last nine months. I would also like to thank you as shareholders for bearing with us over this time; and I trust the fruits of our labours, and your patience, will result in a great company that is appropriately valued in the marketplace in the very near future.

Thank you again, and I remain,

Yours Sincerely

Fabio Pannuti Chairman

Fabio Pannuti

Dear Shareholders

As the recently appointed Chief Executive Officer of Mobi Limited, may I take this opportunity to share with you my excitement in regards to our plans for Mobi moving forward. The commercialisation of Voice-over Internet Protocol (VoIP), has fundamentally changed the telecommunications industry forever. By bringing Sholl, FABfone, and OneNetwork into the Mobi fold, Mobi will have become a fully-fledged telephony carriage provider, specializing in commercial-grade corporate communications solutions.

As you will be aware by way of the resolutions detailed in this Notice of EGM, I am vending my business, Sholl Communications, into Mobi. I have grown Sholl from inception over more than twenty years ago, into the company it is today. During the last five years I have had many offers to merge or be acquired by a number of public companies. Until now, the right prospect had not emerged. As one would expect, after having spent most of my life building Sholl Communications, my decision to vend into Mobi was not taken lightly.

Assuming the resolutions herein are passed, I can now bring the formidable experience of Sholl Communications to the public arena, and assist in accelerating the growth of our new company in what is a very exciting market. The merger of these businesses not only brings great cost savings but also allows these complementary business units to share in each others' existing client base. After consolidation, Mobi will have in excess of 100,000 unique visitors to its websites each month. Sholl has over 80,000 unique visitors per month.

Sholl currently has an extremely loyal and active customer base, numbering in the thousands. Our customers are principally SMEs, many of who are household names. We can now further share our vision with them, and given the range of end-to-end communications solutions Mobi can now provide, it is unlikely our customers will ever need to go elsewhere.

We are now able to provide to our customers:

Competitively priced business-grade VoIP calls
Hosted telephony
A broad range of products and services
Mobile communications solutions
Products and Peripherals online
Network Cabling and Infrastructure Development
Overseas partner network
Advanced mobile content delivery platform

The crux of this merger is that we now have the ability to tap into an already existing customer base, and provide a migration path to the new telecommunications carriage platform. Even migrating as small a number as 100 existing clients to our new carriage model will more than double our existing revenues, with profits potentially quadrupling. These results should be achieved within two years.

In closing, I would like to touch upon the MobiData business. In line with earlier announcements we have completed the development of the Mobile Services Hub. Comprising enhanced versions of MobiSMS, MobiPod, and MobiGuard, we have successfully delivered this to our Indian partner Radical Softnet, who are taking it to market. It is now our intention to take this same product-suite to the world.

With all candour, this is a new beginning for me, and very much a second stage in my professional life. May I say that I believe we have an exceptional stable of very talented people within the company, all of whom I believe are as committed as I am, to ensuring the long-term viability and success of the new Mobi. I look forward to sharing this success with you, our shareholders.

Yours sincerely

Garry Sholl Chief Executive Officer

Legal Counsel Logie Smith Lanyon

Accountants MV Anderson & Co

Auditors Ernst & Young Provision of Independent Experts Report Deloittes Touche Tomatsu

Provision of Independent Valuation of Sholl BSI Pty Ltd

Investment Bank Paradigm Capital

Fabio Pannuti Chairman

Garry Sholl CEO

Justyn Stedwell Company Secretary

Nicholas Pike Director

Vince Leone Director

Garry Sholl Chief Executive Officer

Mobi Limited

The Board

Service Providers

LISTEN

Sholl Communications was established in 1986 by its founder Garry Sholl. Sholl Communications is one of Australia's largest full service communications companies providing cost effective voice, data, internet and security solutions across the continent. Sholl Communications revenues for calendar year 2007 are expected to be in excess of \$4 million with a projected EBIT of more than \$500,000 for that period. This is in line with historic budgets and cash flows.

Sholl Communications is a privately owned Australian company that has grown expansively since its inception and now houses full time staff members and access to skilled contractors in licensed offices in Brisbane, Melbourne, Adelaide and Sydney. The company also has partner offices in Perth, Hobart, Canberra and Darwin. Sholl Communications provide new telephone systems, used telephone systems, mobile telephones, headsets, business security and ADSL broadband solutions. It is an authorized dealer for household names such as AVAYA, Alcatel, Samsung, Aristel, Telstra, Krone and Clipsal and provides to a client base hosting from 2 to 20,000 telephone extensions.

Sholl Communications has a full IT service department and offers in-house bespoke services for voice and data cabling, as well as security and electrical installations. The Company installs fibre optic networks, Dslams and satellite installations across Australia and as an authorized Telstra dealer can assist in ordering/relocation of new phone lines and ADSL as customers require. The Sholl website has in excess of five million page views per month and this number grows month on month alongside further interest in its online shopping portals such as www.shollonline.com.au

About Sholl Communications Pty Ltd

OneNetwork™ enables organisations to economically and securely connect all their office services to one corporate network. This provides backbone server capability, WAN/VPN, Internet, Video and fully featured voice services all through a single broadband connection. OneNetwork's business grade services cover all capital cities and regional centres across Australia offering many technologies from dialup to G.SHDSL, fibre and wireless.

OneNetwork's web, mail and application hosting services deliver dedicated, high reliability and high bandwidth connectivity to customers worldwide. The consultancy division specialises in delivering network and Internet services including corporate web design, network deployment and desktop services.

An industry leading 99.9% Service Level Agreement with 24x7x365 monitoring and support ensures that OneNetwork™ delivers mission critical reliability. Achieving OneNetwork's mission is done through the implementation of an intricate methodology that delivers on quality and performance in every service we deliver.

OneNetwork™ is also a Gold Partner of PowerTel Ltd and an Australian Government Endorsed Supplier. For more information on OneNetwork™ please visit www.onenetwork.com.au .

Over the past 4 years OneNetwork has built IP infrastructure and integrated with various carriers across the country to deliver high quality hosted Voice, IPVPN, Internet and Video services to businesses Australia wide over a single link, eliminating the need for onsite PABXs, phone lines, ISDNs, and the need to deal with multiple service and hardware vendors. OneNetwork has expended in excess of \$2,000,000 in building its hosted solution, the result being instant scalability on demand with minimal further expenditure being necessary. OneNetwork also provides hosting, email and domain name services as well as IT and VoIP consultancy.

OneNetwork provides a single invoice and single point of support for all business communication services and delivers a feature set equal to the most modern traditional PABX systems.

OneNetwork delivers costs savings to business of up to 40% of normal business's communication spend. Its IP will fit perfectly with the FABfone suite of products.

Current clients include private, public and government organisations, resellers, wholesale white label providers and VoIP providers who in turn service both the business and residential markets.

The combination of Sholl, OneNetwork, FABfone and the Mobi software products will harness 20+ years of business communication's sales and market experience as well as moving existing business from hardware and service to include inbound and outbound voice carriage, data traffic and hosting capabilities.

Future plans also include replicating and licensing the OneNetwork solution to countries worldwide. OneNetwork has commenced work on entering the New Zealand market which should be done by October, 2007. They are also developing "thin-client" based software applications to service all business requirements via the web, completely hosted by OneNetwork eliminating the need for companies to have software, licensing and file storage/ backup requirements whilst also having these web based systems integrate with their OneNetwork voice and data solutions.

About OneNetwork ™

"OneNetwork is at its most exciting time in the company's history. With more than 3 years development in building its hosted telephony network in addition to the current IPVPN, Internet and Data Centre Services divisions, the new combined partnership with Sholl and Mobi will enable us to rollout OneNetwork services to businesses across Australia.

Our focus will be on building our reseller and wholesale partnerships to deliver their business clients with a converged solution that is unique in both features and benefits whilst delivering real cost savings across all their communication requirements." Damian Woods Managing Director

Introduction p14 Purpose of this Information Memorandum

Proposed Capital Structure of Mobi Limited

p32 Independent Valuation of Sholl Communications Pty Ltd (Prepared by BSI Capital Pty Ltd)

Introduction	p14 Purpose of this Information Memorandum
Section One	p16 Notice of Meeting
Section Two	p21 Explanatory Notes for Resolution
Section Three	p31 Information to Shareholders
	(Prepared by BSI Capital Pty Ltd)
Section Four	p45 Independent Expert's Report
Section Five	p102 Terms and Conditions of Options Directors' and Management Options
	p103 Terms and Conditions of Options Vendor Options
	p104 Glossary
	p105 Contacts

(Prepared by Deloitte Corporate Finance Pty Ltd)

Directors' and Management Options

Important notice

The Resolutions proposed for this Meeting are of fundamental importance to the future of Mobi Limited. As a Shareholder you should read this Information Memorandum in full, and if there is any matter that you do not understand, you should contact your financial adviser, stockbroker or solicitor for advice. The Directors provide recommendations to the Shareholders for the Resolutions proposed in the Notice of Meeting. The Independent Expert's Report, prepared by Deloitte Corporate Finance Pty Ltd, has concluded that the issue of Shares for the acquisition of the paid up units in Sholl Communications (Australia) Unit Trust as holder of the issued capital in Sholl Communications (Aust) Pty Limited as proposed in Resolution 3, is fair and reasonable and in the best interest's of the non-associated shareholders of Mobi Limited.

12

2. The Resolutions

This Memorandum contains information concerning the resolutions set out in the Notice of Meeting (the Notice). The Notice is set out in Section 1 of this Memorandum.

Explanatory Notes regarding each resolution contained in the Notice are included as Section 2 of this Memorandum. The Resolutions deal with the following specific matters:

Resolution 1. to approve the issue of 229,300,000 ordinary Shares and 229,300,000 unlisted Options for the purpose of restoring the 15% placement power

	ordinary Shares and 229,300,000 unlisted Options for the purpose of restoring the 15% placement power of the Company.
Resolution 2.	to approve the issue of 62,000,000 ordinary Shares as the final payment for the purchase of TSG Pacific Pty Ltd.
Resolution 3.	to approve the acquisition of the issued units of Sholl.
Resolution 4.	to approve the acquisition of the paid up capital of OneNetwork Pty Ltd.
Resolution 5.	to approve the issue of Shares to the holders of Convertible Notes.
Resolution 6.	to approve the issue of Options to Directors and Management.
Resolution 7.	to consolidate the capital of the Company on a 1:25 basis.
Resolution 8.	to approve an issue of Shares for future fund raising.

Resolution 9. to approve an issue of Shares to the holders of small share parcels.

The Chairman of the Board, Mr Fabio Pannuti, recommends that Shareholders approve the proposed Resolutions 1 to 9 as set out in the Notice of Meeting.

The Director, Mr Nicholas Pike has declared a material personal interest in Resolution 6(b) and makes no recommendation on Resolution 6(b). Mr Pike recommends that Shareholders approve all the other proposed Resolutions as set out in the Notice of Meeting.

The Director, Mr Vince Leone has declared a material personal interest in Resolution 6(c) and makes no recommendation on Resolution 6(c). Mr Leone recommends that Shareholders approve all the other proposed Resolutions as set out in the Notice of Meeting.

The Director, Mr Garry Sholl has declared a material personal interest Resolution 3 and Resolution 6(a) and makes no recommendation on these Resolutions. Mr Sholl recommends that Shareholders approve all the other proposed Resolutions as set out in the Notice of Meeting.

The Independent Expert's Report has been prepared by Deloitte Corporate Finance Pty Ltd and is set out in Section 4 of this Memorandum. The Independent Expert's Report concludes that the issue of Shares proposed in Resolution 3 for the acquisition of Sholl is fair and reasonable to the non-associated shareholders of Mobi.

3. Summary

The proposed Resolutions 1 to 9 will result in Mobi:

Acquiring two new expanding cash flow positive businesses;
Completing the purchase of TSG Pacific Pty Ltd.

Currently Mobi has 1,758,093,243 listed Shares and 1,272,813,631 unlisted Options on issue. If all of Resolutions 1 to 9 are passed and all share and option issues completed, then Mobi will have an estimated 197,323,730 ordinary Shares and 77,112,545 unlisted Options on issue, two new cash flow positive businesses and the shareholder approvals to raise approximately \$7 million if required.

The Board of Directors of Mobi has been seeking to expand its business by existing market development and cash flow positive profitable acquisitions.

On 1 March, 2007, Mobi announced that it had entered into an agreement (the Sholl Agreement) to acquire the issued units of Sholl Communications (Australia) Unit Trust as holder of the issued capital of Sholl Communications (Aust) Pty Limited (Sholl).

Sholl has been established for over 20 years. The Company has over 4,500 clients and is one of Australia's largest full service communication companies providing cost effective voice, data, internet, telephone solutions and hardware. The Directors of Mobi believe that the addition of the Mobi product range to the existing Sholl marketing structure and client base could position the Company for a period of rapid growth.

An Independent Valuation of Sholl is set out in Section 3 of this Memorandum.

It is a requirement of the Corporations Law, the ASX Listing Rules and a condition precedent in the Sholl Agreement that Mobi obtain shareholder approval for the acquisition of Sholl.

This Memorandum proposes that the shareholders of Mobi approve the Sholl acquisition to satisfy the Corporations Law, the ASX Listing Rules and the condition precedent in the Sholl Agreement.

On 1 June, 2007 the Directors announced an agreement to acquire the issued capital of OneNetwork Pty Ltd (OneNetwork).

OneNetwork provides a full featured hosted VOIP solution which complements the existing FABfone IP telephony platform and the proposed Sholl acquisition. The ASX Listing Rules require shareholder approval for the share issue to acquire OneNetwork.

Introduction Purpose of this Memorandum

1. Introduction

Mobi Limited (Mobi) is a listed Melbourne based telecommunications company which currently operates through two wholly owned subsidiaries - MobiData Group Pty Ltd, a provider of mobile telecommunication applications and Fabfone Pty Ltd, an operator of Voice Over Internet Protocols (VOIP).

The following resolutions will be put before the Meeting:

1. Ratification of Share and Option Placement

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

"THAT the Shareholders confirm and thereby approve the issue of 229,300,000 fully paid ordinary Shares and 229,300,000 Options to the recipients as named and on the terms stated in the Explanatory Note for this resolution."

The Company will disregard any votes cast on this resolution by any person who participated in the share and option issue which is the subject of this resolution and any of their associates. However, the Company need not disregard a vote, in accordance with the directions on the proxy form or if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2. Issue of Shares for the purchase of TSG Pacific Pty Ltd

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

"THAT the Shareholders approve the issue of 62,000,000 fully paid ordinary Shares to the shareholders of TSG Pacific Pty Ltd as per the list of recipients included in the Explanatory Note for this resolution".

The Company will disregard any votes cast on this resolution by any person who will participate in the share issue which is the subject of this resolution and any of their associates. However, the Company need not disregard a vote, in accordance with the directions on the proxy form or if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

3. Issue of Shares for the Acquisition of a Business

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

"THAT the Company issues 750,000,000 fully paid ordinary Shares and 180,000,000 Options (exercisable at 1.5 cents on or before 31 December, 2008) to the unit holders of Sholl Communications (Australia) Unit Trust as part consideration for the acquisition of the paid up units of Sholl Communications (Australia) Unit Trust as holder of the issued capital of Sholl Communications (Aust) Pty Limited".

4. Issue of Shares for the Acquisition of a Business

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

"THAT the Company issue 833,000,000 fully paid ordinary Shares and 275,000,000 Options (exercisable at 1.5 cents on or before 31 December, 2008) to the shareholders of OneNetwork Pty Ltd for the acquisition of the paid up capital of OneNetwork Pty Ltd."

5. Issue of Shares to Convertible Note Holders

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

"THAT the Directors be given approval to issue up to 200,000,000 fully paid ordinary Shares to the holders of Convertible Notes who agree to the conversion at \$0.007 per share. The Shares must be issued within three months of the date of the meeting."

Section One

Notice of General Meeting of Shareholders

Notice is hereby given that a General Meeting of the shareholders of Mobi Limited ("the Company") will be held in the Webb Room at The Hotel Charsfield located at 478 St Kilda Road, Melbourne VIC 3004, on Wednesday, September 12, 2007 at 10.00 am.

6. Issue of Options to Directors and Management

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

(a) "THAT the Company issue 25,000,000 Options (exercisable at 1 cent on or before 31 December, 2008) to Mr Garry Sholl or his Nominee. The Options must be issued within one month of the date of the meeting. "

(b) "THAT the Company issue 25,000,000 Options (exercisable at 1 cent on or before 31 December, 2008) to Mr Nicholas Pike or his Nominee. The Options must be issued within one month of the date of the meeting."

(c) "THAT the Company issue 25,000,000 Options (exercisable at 1 cent on or before 31 December, 2008) to Mr Vince Leone or his Nominee. The Options must be issued within one month of the date of the meeting. "

The Company will disregard any votes cast on these resolutions by any of the Directors or their associates. However, the Company need not disregard a vote, in accordance with the directions on the proxy form or if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

(d) "THAT the Company issue up to 125,000,000 Options (exercisable at 1 cent on or before 31 December, 2008) to Management of Mobi Limited and its subsidiaries, or their Nominees, as determined by a resolution of the Board of Directors of Mobi Limited. The Options must be issued within one month of the

date of the meeting. "

The Company will disregard any votes cast on this resolution by any person who may participate the proposed issue and any of their associates. However, the Company need not disregard a vote, in accordance with the directions on the proxy form or if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

7. Consolidation of Capital

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

"THAT,

3.1 The issued share capital of the company comprising approximately 3,603,093,243 fully paid ordinary Shares be consolidated and sub-divided on 1:25 basis into approximately 144,123,730 ordinary Shares.
3.2 In accordance with the terms of their issue, the Company's 24,000,000 Options expiring 31 December, 2007, exercisable at \$0.01 each, shall be consolidated and sub-divided on the same basis as the Shares into approximately 960,000 Options expiring 31 December, 2007 exercisable at \$0.25 each.
3.3 In accordance with the terms of their issue, the Company's 5,000,000 Options expiring 31 December, 2007, exercisable at \$0.016 each, shall be consolidated and sub-divided on the same basis as the Shares into approximately 200,000 Options expiring 31 December, 2007 exercisable at \$0.40 each.
3.4 In accordance with the terms of their issue, the Company's 6,763,631 Options expiring 31 December, 2007, exercisable at \$0.022 each, shall be consolidated and sub-divided on the same basis as the Shares into approximately 270,545 Options expiring 31 December, 2007 exercisable at \$0.55 each.
3.5 In accordance with the terms of their issue, the Company's 100,000,000 Options expiring 31 December, 2008, exercisable at \$0.02 each, shall be consolidated and sub-divided on the same basis as the Shares into approximately 4,000,000 Options expiring 31 December, 2008 exercisable at \$0.50 each.
3.6 In accordance with the terms of their issue, the Company's 429,300,000 Options expiring 31 December, 2008, exercisable at \$0.01 each, shall be consolidated and sub-divided on the same basis as the Shares into approximately 17,172,000 Options expiring 31 December, 2008 exercisable at \$0.25 each.
3.7 In accordance with the terms of their issue, the Company's 907,750,000 Options expiring 30 September, 2008, exercisable at \$0.01 each, shall be consolidated and sub-divided on the same basis as the Shares into approximately 36,310,000 Options expiring 30 September, 2008 exercisable at \$0.25 each.
3.8 In accordance with the terms of their issue, the Company's 455,000,000 Options expiring 31 December, 2008, exercisable at \$0.015 each, shall be consolidated and sub-divided on the same basis as the Shares into approximately 18,200,000 Options expiring 31December, 2008 exercisable at \$0.25 each.
3.9 Fractional entitlements to Shares and Options resulting from the consolidation be rounded up to the next whole number of Shares or Options.
3.10 The consolidation is to take effect on a date to be determined by the Board after all securities approved in Resolutions 1 to 6 are issued. The date of the consolidation will be no later than 45 days after the date of the Meeting."

NOTE: All Shares and Options referred to after Resolution 7 are in post consolidation terms. The remaining Resolutions are prepared on the assumption that Resolution 7 is passed.

8. Issue of Shares

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

"THAT the Directors be given approval to issue up to 50,000,000 fully paid ordinary Shares for the purpose of maintaining and expanding working capital and completing the acquisition of Sholl Communications (Aust) Pty Limited. The issue is to be made in accordance with the requirements of the Corporations Act and the ASX Listing Rules. The Shares must be issued within three months of the date of the meeting." The Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue and any of their associates. However, the Company need not disregard a vote, in accordance with the directions on the proxy form or if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

9. Issue of Shares to Shareholders with Small Holdings

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

"THAT the Directors be given approval to issue up to 3,200,000 ordinary Shares in parcels of up to 16,000 Shares to existing shareholders who hold less than 16,000 Shares after the consolidation in Resolution 7. The Shares must be issued within three months of the date of the meeting."

DATED 17 July, 2007

Justyn Stedwell COMPANY SECRETARY

Proxies

A member entitled to attend and vote at the meeting who is a natural person is entitled to appoint a proxy by a written appointment signed by the appointor or the appointor's attorney.

A member entitled to attend and vote as the meeting who is a corporation is entitled to appoint a proxy by a written appointment under the appointor's common seal or signed by a director, secretary or attorney of the appointor.

A proxy need not be a member of the Company.

A member who is entitled to cast 2 or more votes may appoint 2 proxies, and may specify a portion or number of the appointor's votes each proxy is appointed to exercise. (If no proportion or number is specified, each proxy is deemed to exercise half the member's votes).

For an appointment of a proxy to be effective, the PROXY NOTICE enclosed must be received by the Company (at the registered office of the Company) at least 48 hours before the meeting.

If the appointment is signed by the appointor's attorney, the authority under which the appointment was signed or a certificate copy of the authority must be attached to the Proxy Notice.

The address of the registered office of the Company and a facsimile number for the lodgement of proxies are as follows:

Mobi Limited 114-118 Miller Street WEST MELBOURNE VIC 3003 Fax: (03) 9320 6001

Corporate Representatives

A body corporate, which is a member, may appoint an individual (by certificate under common seal of the appointing body corporate or in another manner satisfactory to the chairman) as a representative to exercise all or any of the powers the body corporate may exercise at the meeting.

UNITE

Resolution 1

Ratification of Share and Option Issues ASX Listing Rule 7.1 effectively states that a company must not, subject to certain exceptions, issue or agree to issue more than 15% of its capital within a period of 12 months. An issue of Shares and Options made in accordance with Listing Rule 7.1 is not counted for the purposes of calculating the 15% in 12 months.

ASX Listing Rule 7.4 effectively states that an issue of Shares and Options made without approval under Listing Rule 7.1 is treated as having been made with approval if:

(i) the issue did not breach Listing Rule 7.1, and

(ii) the shareholders subsequently approve the issue.

The issue of Shares and Options, the subject of Resolution 1, did not breach Listing Rule 7.1. The shareholders are asked to consider and approve Resolution 1 in accordance with Listing Rule 7.4. This will mean that this issue of Shares and Options will not be taken into account when calculating the 15% rule under Listing Rule 7.1. The Company will have restored its power to issue 15% of its capital within the next 12 months.

The following information is provided to shareholders in accordance with Listing Rule 7.5:

The Securities allotted under Resolution 1 were 229,300,000 ordinary Shares and 229,300,000 Options.

The Shares were issued at a price of \$0.005 per share. The Options were issued for nil consideration.

The Shares issued and allotted rank equally with the existing ordinary Shares in Mobi. The Options are unlisted and are exercisable at 1 cent on or before 31 December, 2008.

The funds have been used for working capital purposes.

The Shares were issued to:

Allotee		No. of Shares No. of Options
Ryoc Pty Ltd	40,000,000	40,000,000
Penleigh Banner Pty Ltd	30,000,000	30,000,000
Nutsville Pty Ltd	20,000,000	20,000,000
Jacaranda Pacific Pty Ltd	20,000,000	20,000,000
Diskdew Pty Ltd	18,000,000	18,000,000
McKell Place
Nominees Pty Ltd	10,000,000	10,000,000
Vince Truda Super Fund	10,000,000	10,000,000
Mrs Jaqueline Anne Thomas	10,000,000	10,000,000
Smallview Pty Ltd	10,000,000	10,000,000
Gibbs International Pty Ltd	10,000,000	10,000,000
Dallas Cameron & Mary
Dorothea Ford	7,000,000	7,000,000
Alpha Securities Pty Ltd	6,500,000	6,500,000
Diskdew Pty Ltd
(P.Ford Super Fund Account)	5,000,000	5,000,000
Interaco Holdings Pty Ltd	4,200,000	4,200,000
Acacama Trust	4,000,000	4,000,000
Tobinill Pty Ltd	4,000,000	4,000,000
Capac International Pty Ltd
(Stephen and Lisa Chang
Family A/C)	4,000,000	4,000,000
Drumnadrochit Futures Pty Ltd	4,000,000	4,000,000
John Friedrich Pty Ltd	3,000,000	3,000,000
John Friedrich Pty Ltd
(Superannuation Fund Account)	3,000,000	3,000,000
Mr J & Mrs R Friedrich
(Rita Friedrich Account)	3,000,000	3,000,000
Swell Nominees Pty Ltd	2,000,000	2,000,000
Brink Investments Pty Ltd	1,600,000	1,600,000
Total	229,300,000	229,300,000

The Company confirms that none of the allotees were related parties.

Resolution 2

Issue of Shares to complete the TSG Pacific Pty Ltd Purchase

The Company is required to issue 62,000,000 fully paid ordinary Shares to complete the purchase of TSG Pacific Pty Ltd.

The Company confirms that TSG pacific is not a related party entity.

In accordance with Listing Rule 7.1 & 7.3 the following information is provided to Shareholders in relation to Resolution 2.

The maximum number of fully paid ordinary Shares that Mobi will issue to the shareholders of TSG Pacific Pty Ltd is 62,000,000.

The ordinary Shares will be issued no later than three (3) months after the date of the Meeting (or as modified by ASX waiver).

The issue price will be \$0.005 per share.

The Shares will be issued to:

Allotee	No. of Shares to be issued
Gavin Knight	62,000,000

After issue, allotment and quotation by ASX the Shares will rank equally with the existing ordinary Shares in Mobi.

No funds raised will be raised from the issue as the Shares issued will complete the consideration for the TSG Pacific Pty Ltd acquisition.

Resolution 3

Acquisition of Sholl (Australia) Unit Trust (Sholl)

Resolution 3 seeks shareholder approval for the acquisition of Sholl in accordance with the terms and conditions set out in the Sholl Agreement. The Corporations Act and the ASX Listing Rules set out a number of regulatory requirements, which must be satisfied in relation to the proposed acquisition. These are summarised below:

ASX Listing Rules 7.1 and 7.3

ASX Listing Rule 7.1 requires that a listed company obtain shareholder approval prior to the issue of Shares or securities convertible into Shares representing more than 15% of the issued capital of that company in any twelve (12) month period.

The allotment and the issue of the securities referred to in Resolution 3 will contravene the provisions of Listing Rule 7.1 unless the prior approval of shareholders in general meeting is obtained.

ASX Listing Rule 7.3 requires specific information to be disclosed for shareholders to approve an issue of securities, which would otherwise contravene Listing Rule 7.1.

In accordance with Listing Rule 7.3 the following information is provided to Shareholders in relation to Resolution 3:

The maximum number of securities Mobi will allot and issue to Sholl unit holders is 750,000,000 fully paid ordinary Shares and 180,000,000 Options (exercisable at 1.5 cents on or before 31 December, 2008).

The securities will be issued no later than three (3) months after the date of the Meeting (or as modified by ASX waiver).

The issue price of the Shares proposed to be allotted and issued is \$0.005 per ordinary share. The Options are issued for nil consideration.

After issue, allotment and quotation by ASX the Shares will rank equally with the existing ordinary Shares in Mobi, subject to the reference below in regard to Restricted Securities. The Options will be Unlisted.

The date of the allotment of Shares will be the date of completion of the Sholl Agreement.

The Shares and Options will be issued to the following parties following approval:

Allotee	No. of shares to be issued	No. of options to be issued
Sholstra Pty Ltd	465,000,000	180,000,000
Lewis & Lewis Corp. Pty Ltd	285,000,000	-
Total	750,000,000	180,000,000

There are no funds being raised from the allotment as the Mobi Shares and Options are to be issued as consideration for the acquisition of the units of Sholl.

Restricted Securities

In accordance with Chapter 9 of the ASX Listing Rules, ASX may impose a restriction on the ability to freely trade all or part the Mobi Shares which are allotted and issued under Resolution 3.

Material Personal Interest of Director

The Managing Director of Mobi, Mr Garry Sholl is a unit holder of Sholl and has a material personal interest in Resolution 3. Mr Sholl makes no recommendation to shareholders in regard to Resolution 3.

Independent Expert's Report.

In the event of the proposed acquisition of a substantial asset from a related party, Chapter 10.1 of the Listing Rules requires the preparation of a report by an independent expert stating whether the proposed transaction is fair and reasonable to the non-associated shareholders.

The non-associated Directors of Mobi have requested Deloitte Corporate Finance Pty Limited to prepare an independent report which forms part of this Information Memorandum and is included in Section 4.

Recommendations of Independent Directors.

The Directors Mr Fabio Pannuti, Mr Nicholas Pike and Mr Vince Leone do not have a material personal interest in Resolution 3.

Mr Pannuti, Mr Pike and Mr Leone believe that the proposed issue of Shares and Options to the unit holders of Sholl, resulting in the acquisition of the Sholl business, will substantially benefit Mobi and recommend that the shareholders vote in favour of Resolution 3.

Resolution 4

Issue of Shares for the Acquisition of OneNetwork Pty Ltd.

Resolution 4 seeks shareholder approval for the acquisition of OneNetwork. The Listing Rules set out requirements, which must be satisfied in relation to the issue of Shares to acquire OneNetwork. These are summarised below:

ASX Listing Rules 7.1 and 7.3

The allotment and the issue of the securities referred to in Resolution 4 will contravene the provisions of Listing Rule 7.1 unless the prior approval of shareholders in general meeting is obtained.

ASX Listing Rule 7.3 requires specific information to be disclosed for shareholders to approve an issue of securities, which would otherwise contravene Listing Rule 7.1.

In accordance with Listing Rule 7.3 the following information is provided in relation to Resolution 4:

The maximum number of securities Mobi will issue to OneNetwork shareholders is 833,000,000 fully paid ordinary Shares and 275,000,000 Options (exercisable at 1.5 cents on or before 31 December, 2008).

The securities will be issued no later than three (3) months after the date of the Meeting (or as modified by ASX waiver).

The issue price of the Shares proposed to be allotted and issued is \$0.005 per ordinary share. The Options are issued for nil consideration.

After issue, allotment and quotation by ASX the Shares will rank equally with the existing ordinary Shares in Mobi. The Options will be Unlisted.

The date of the allotment of Shares will be the date of completion of the OneNetwork Agreement.

The Shares and Options will be issued to the following parties following approval:

Allotee	No. of shares to be issued	No. of options to be issued
Damian Woods	427,416,666	141,075,000
Kelfield Investments Pty Ltd	182,000,000	60,087,500
Danny Wallis	182,000,000	60,087,500
Paul Fielding	41,583,334	13,750,000
Total	833,000,000	275,000,000

The Company confirms that none of the allotees are related parties.

MobiData Group Indian Development Team

FABFone Customer Service Assistant

There are no funds being raised from the allotment as the Mobi Shares and Options are to be issued as consideration for the acquisition of the paid up capital of OneNetwork.

Resolution 5

Issue of Shares to Convertible Note holders.

Shareholders are asked to approve the issue of up to 200,000,000 Shares to Convertible Note holders who are holding 12 month Convertible Notes at a coupon rate of 8% and convertible to ordinary Shares at \$0.007 per share.

In accordance with Listing Rule 7.3 the following information is provided to Shareholders in relation to Resolution 5.

The maximum number of fully paid ordinary Shares that Mobi will issue to the Convertible Note Holders is 200,000,000.

The Shares will be issued no later than three (3) months after the date of the Meeting (or as modified by ASX waiver).

The issue price will be \$0.007 per share.

The Shares will be issued to:

Allotee	No. of Shares to be Issued
Clashsale Limited	71,428,573
RedHot Holdings Pty Ltd	42,857,142
Bridger Investments Pty Ltd	21,428,571
Machin Nominiees Pty Ltd	14,285,714
Nutsville Pty Ltd	14,285,714
Richard Hughes & Daughters Pty Ltd	14,285,714
Thomas Kelleher	7,142,857
Diskdew Pty Ltd	4,285,714
Interrepublica Pty Ltd	3,571,429
Norpet Superannuation Fund Pty Ltd
ATF Norpet Superannuation Fund	3,571,429
Mrs Mary Dorothea Ford	2,857,143
Total	200,000,000

After issue, allotment and quotation by ASX the Shares will rank equally with the existing ordinary Shares in Mobi.

No funds raised will be raised from the issue as the funds have already been received on the issue of the Convertible Notes.

Resolution 6 (a) (b) and (c)

Issue of Options to Directors.

Shareholders are being asked to approve Resolutions 6 (a) (b) and (c) in connection with the issue of Options to Mr Garry Sholl ("GS"), Mr Nicholas Pike ("NP") and Mr Vince Leone ("VL") as Directors of the Company. It is proposed to issue 75,000,000 Options (exercisable at \$0.01 each on or before 31 December, 2008) in total. 25,000,000 Options will be issued to each of GS, NP and VL.

Related Parties.

GS, NP and VL are related parties for the purposes of the Corporations Act. Resolutions 6 (a) (b) and (c) are therefore required to be passed before the issue of the Options can proceed.

Approval of the Issue of Securities

The Resolutions seek shareholder approval in order to comply with the requirements of ASX Listing Rule 10.11 and section 208 of the Corporations Act. If approval is given by shareholders under Listing Rule 10.13 (as an exception to Listing Rule 10.11), separate shareholder approval is not required under Listing Rule 7.1.

Each of these requirements is addressed below.

ASX Listing Rule 10.13

Under Resolutions 6 (a) (b) and (c) the Company seeks approval from Shareholders for the issue of 75,000,000 Options in total to GS, NP and VL who by virtue of their positions as Directors of the Company are regarded as related parties of the Company.

Listing Rule 10.11 provides that a company must not issue equity securities (including Options to acquire Shares) to a Director of the Company unless the issue has been approved by shareholders by ordinary resolution.

The Options will be granted for nil consideration, exercisable at \$0.01 each on or before 31 December 2008. A total of 75,000,000 Options will be issued if Resolutions 6(a), 6(b) and 6(c) are approved. The Options will provide an incentive to GS, NP and VL to enhance the future value of the Shares for the benefit of all Shareholders.

The Company will issue the Options under Resolutions 6 (a) (b) and (c) within one month after Shareholder approval.

The Company will raise a total of \$750,000 if all the Options are exercised and Shares are subscribed for during the exercise period to 31 December, 2008. These funds will be used for general working capital requirements. There is no guarantee that the Options will be exercised at any time.

The Options will be issued on the terms and conditions set out in Section 5 of this Explanatory Statement. The Company will not apply to ASX for Official Quotation of the Options.

Section 208 Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. The issue of the Options contemplated by Resolutions 6 (a) (b) and (c) constitutes the provision of a financial benefit to related parties. Section 229 of the Corporations Act includes as an example of a financial benefit, the issuing of securities or the granting of an option to a related party.

A "related party" is widely defined under the Corporations Act, and includes Directors of the Company. GS, NP and VL are related parties of the Company for the purposes of section 229 of the Corporations Act.

A "financial benefit" is construed widely and in determining whether a financial benefit is being given, section 229 of the Corporations Act requires that any consideration that is given is disregarded, even if the consideration is adequate. It is necessary to look at the economic and commercial substance and the effect of the transaction in determining the financial benefit.

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either:

(a) the giving of the financial benefit falls within one of the

exceptions to the provision; or
the financial benefit.

(b) prior shareholder approval is obtained to the giving of

Information Requirements

For the purposes of Chapter 2E, GS, NP and VL are each related parties of the Company.

For the purposes of section 219 of the Corporations Act the following information is provided to shareholders to enable them to assess the merits of the resolutions.

The Related Party to Whom the Proposed Resolutions Would Permit the Benefit to be Given

Garry Sholl, Nicholas Pike and Vince Leone ("Related Parties").

The Nature of the Financial Benefit

The proposed financial benefit to be given is the issue of 75,000,000 Options to the Related Parties as specified in the table below. Options will be issued on the terms set out in Section 5 of this Explanatory Statement.

If all of the Resolutions 1-9 are passed at the Meeting, the Company will have post consolidation approximately 197,323,730 Shares and 77,112,545 unlisted Options on issue.

(a) Assuming all Options on issue are exercised.

If all the unlisted Options are exercised, the Company will have a fully diluted capital of 274,436,275 Shares.

In post consolidation terms (i.e. after Resolution 7 is passed) the related parties will hold 3,000,000 Options in total resulting from Resolutions 6(a), (b) and (c). If all the Options are exercised (including those issued to the related parties), the Options issued under Resolutions 6(a), (b) and (c) would represent 1.09% of the fully diluted capital.

(b) Assuming no other Options are exercised except those held by the related parties.

If no other Options except those held by the related parties are exercised, the Company would have a fully diluted capital of 200,323,730 Shares.

If only the related parties exercise their Options, then the Options issued under Resolutions 6(a), (b) and (c) would represent 1.50% of the fully diluted capital.

Directors' Recommendations

Mr Pannuti does not have a material personal interest in Resolutions 6(a), 6(b) or 6(c) and recommends that the nonassociated Shareholders vote in favour of Resolutions 6(a), 6(b) and 6(c), because he believes that the issue of the Options to Mr Sholl, Mr Pike and Mr Leone is in the best interests of the Company as it will provide an incentive to his fellow Directors to increase the value of Shares of the Company, for the benefit of all Shareholders.

FABFone Information Technology

MobiData Call Centre

Mr Pike and Mr Leone do not have a material personal interest in Resolution 6 (a) and recommend that the non-associated Shareholders vote in favour of this Resolution 6 (a) because they believe that the issue of the Options to Mr Sholl is in the best interests of the Company because it will provide an incentive to increase the value of Shares of the Company, for the benefit of all Shareholders. Mr Sholl declines to make a recommendation to Shareholders in relation to Resolution 6 (a) because he has a material personal interest in the outcome of Resolution 6 (a).

Mr Sholl and Mr Leone do not have a material personal interest in Resolution 6 (b) and recommend that the non-associated Shareholders vote in favour of Resolution 6 (b) because they believe that the issue of the Options to Mr Pike is in the best interests of the Company because it will provide an incentive to increase the value of Shares of the Company, for the benefit of all Shareholders. Mr Pike declines to make a recommendation to Shareholders in relation to Resolution 6 (b) because he has a material personal interest in the outcome of Resolution 6 (b).

Mr Sholl and Mr Pike do not have a material personal interest in Resolution 6 (c) and recommend that the non-associated Shareholders vote in favour of Resolution 6 (c) because they believe that the issue of the Options to Mr Leone is in the best interests of the Company because it will provide an incentive to increase the value of Shares of the Company, for the benefit of all Shareholders. Mr Leone declines to make a recommendation to Shareholders in relation to Resolution 6 (c) because he has a material personal interest in the outcome of Resolution 6 (c).

Other information that is reasonably required by members to make a decision and that is known to the Company or any of its Directors.

It is a requirement of ASIC that a dollar value be placed on the Options to be issued to the Related Parties.

The Black-Scholes option price calculation method is regarded as acceptable by ASIC as a valuation model where the Placement Options cannot be readily valued by some other means.

In determining the monetary value for the Placement Options, the Company is required to disclose the following assumptions made:

The Placement Options are to be exercisable at \$0.01 each;
The Placement Options are to be exercised on or before 31 December, 2008
Price volatility of the Shares is approximately 30%;
No discount has been allowed notwithstanding their unlisted status;
The Share price at issue of the Options will be \$0.007 per Share; and
The average current risk free interest rate is 6%.

On this basis, the implied "value" being received by each Related Party is \$0.002 cents per Option. The implied "value" being received by each Related Party for the Options is as follows:

Related Party	Value
Garry Sholl	\$50,000
Nicholas Pike	\$50,000
Vince Leone	\$50,000

If the Options the subject of Resolutions 6 (a) (b) and (c) are all exercised, the Company will receive \$750,000.

The Related Parties who are Directors make the following additional disclosure. The relevant Directors' base salaries per annum (including superannuation), or consulting fees and the total financial benefit to be received by them to 30 June 2008, when added to the implied "value" to be received by each of the following directors as a result of the issue of Options the subject of resolutions 6 (a) (b) and (c) is as follows:

Director		Value of Options to Description (\$) p.a. be Issued (\$)	Total Financial Benefit (\$)
Garry Sholl	Director Fee 298,000 & Salary	50,000	348,000
Nicholas Pike Director Fee 48,000 Vince Leone Director Fee 48,000		50,000 50,000	98,000 98,000

Trading History

Over the last 12 months the Shares have traded between \$0.005 per Share (lowest) and \$0.009 per Share (highest). The latest trading price available at the time of preparing this Notice of Meeting was \$0.007 per Share.There is a potential benefit that accrues to each of GS, NP and VL if the market trading price of the Shares issued following exercise of the Options exceeds the exercise price. This benefit would accrue on the sale of the Shares resulting from the exercise of the Options.

Resolution 6(d)

Issue of Options to Management. Shareholders are asked to approve the issue of 125,000,000 Options to be allocated to Management of the Company and its subsidiaries at the discretion of the Board of Directors pending the introduction of an Employee Incentive Scheme.

Options will only be issued to non-associated parties in accordance with Corporations Law and the Listing Rules.

The following information is provided to Shareholders in regard to this Resolution.

The maximum number of Options that will be issued is 125,000,000.

The Options will be issued no later than one (1) month after the date of the Meeting.

The Options will be issued for nil consideration.

The Options will be issued to non-associated Management of Mobi Limited and its subsidiaries at the discretion of the Board of Directors.

The Company confirms that the options will not be issued to

related parties.

The Options will be exercisable at 1 cent on or before 31 December, 2008. If exercised before their expiry date the options will contribute \$1,250,000 to the Company. There is no guarantee that any of the Options will be exercised.

Resolution 7

Consolidation of Capital.

With the assumption that Resolutions 1 to 6 are passed the Company will have 3,603,093,243 ordinary Shares on issue and 1,927,813,631 Unlisted options with various exercise prices and expiry dates. Details of the issued Shares and Unlisted Options are provided in Section 3 of this Information Memorandum.

The Directors consider that the capital base of the Company contains too many Securities and that the development of the Company would be assisted by a more realistic market value being attributed to each Security.

The Directors recommend a 1:25 consolidation of the capital of the Company whereby each shareholder or option holder will hold one (1) Security for every twenty five (25) Securities held before the consolidation. The market value of Shares held and the potential paid up value of Options is technically the same before and after the consolidation.

If this Resolution is passed, Mobi will have approximately 144,123,730 Shares and approximately 77,112,546 Unlisted Options on issue, prior to Resolution 8.

Fractional entitlements to Shares and Options resulting from the consolidation will be rounded up to the next whole number.

NOTE: All Shares and Options referred to after Resolution 7 are in post consolidation terms. The remaining Resolutions are prepared on the assumption that Resolution 7 is passed.

Resolution 8

Issue of Shares.

The Directors seek approval to issue up to 50,000,000 fully paid ordinary Shares to complete the acquisition of Sholl (\$1 million is the cash consideration) and for working capital purposes given the expanded corporate structure.

The allotment and the issue of up to 50,000,000 fully paid ordinary Shares referred to in Resolution 8 will contravene the provisions of Listing Rule 7.1 unless the prior approval of shareholders in general meeting is obtained.

ASX Listing Rule 7.3 requires specific information to be disclosed for shareholders to approve an issue of securities, which would otherwise contravene Listing Rule 7.1.

MobiData Information Technology

Robert Bridger MobiData, Chief Operating Officer

In accordance with ASX Listing Rule 7.3 the following information is provided to Shareholders in relation to Resolution 8:

The maximum number of fully paid ordinary Shares that Mobi will issue is 50,000,000.

The ordinary Shares will be issued no later than three (3) months after the date of the Meeting (or as modified by ASX waiver). Allotment of the Shares will occur progressively throughout this period.

The minimum issue price will be either \$0.125 per share or 80% of the average market price for Mobi ordinary Shares, where the average market price is calculated over the last 5 days on which sales were recorded before the day on which the issue is to be made.

It is intended to issue the ordinary Shares to clients of Stockbrokers or financial advisers known to the Company and/ or its Directors.

After issue, allotment and quotation by ASX the Shares will rank equally with the existing ordinary Shares in Mobi.

The funds raised will be used to complete the Sholl acquisition and for working capital purposes.

The allotees will be determined at the discretion of the Directors and the Company confirms that the allotees will not be related parties.

Resolution 9 Issue of Shares to Shareholders with Small Holdings.

As a result of the Consolidation of the Capital of the Company in Resolution 7, there will be a number of shareholders with small parcels of Shares. The Directors intend to offer all shareholders who hold less than 16,000 shares after the Consolidation the opportunity to purchase the number of shares necessary to bring their holding up to 16,000 shares.

The maximum number of fully paid ordinary Shares that Mobi will issue is 3,200,000.

The ordinary Shares will be issued no later than three (3) months after the date of the Meeting (or as modified by ASX waiver).

Allotment of the Shares will occur progressively throughout this period.

The minimum issue price will be \$0.125 per share.

It is intended to issue the ordinary Shares to shareholders of the Company who hold less than 16,000 Shares at a record date to be advised after the resolution is passed.

After issue, allotment and quotation by ASX the Shares will rank equally with the existing ordinary Shares in Mobi.

The funds raised will be used for working capital purposes.

Gavin Knight MobiData, Chief Technology Officer

The following tables set out the proposed capital structure of the Company. The tables assume that all of the Resolutions are

3.1 Proposed Capital Structure of the Company completed as set out in the Notice of Meeting.

Ordinary Shares and unlisted Options on Issue:

Reference	Details	No. of Shares	Options
	Securities on Issue	1,758,093,243	1,272,813,631
Resolution 1	Approval to restore 15%	-	-
Resolution 2	TSG Pacific Pty Ltd Purchase	62,000,000	-
Resolution 3	Acquisition of Sholl	750,000,000	180,000,000
Resolution 4	Acquisition of OneNetwork	833,000,000	275,000,000
Resolution 5	Convertible Note	200,000,000
Resolution 6	Issue of Options		200,000,000
	Pre-Consolidation on Issue	3,603,093,243	1,927,813,631
Resolution 7	Consolidation	144,123,730	77,112,545
Resolution 8	Issue of Shares	50,000,000
Resolution 9	Issue of Shares in small parcels	3,200,000
	Total Securities on Issue	197,323,730	77,112,545

Unlisted Options on Issue:

		Pre Consolidation			Post Consolidation
Options Series	Expiry Date	Exercise Price	On Issue	Value on Exercise	New Exercise Price	New On Issue	Value on Exercise
A	31/12/2007	1 cent	24,000,000	\$240,000	25 cents	960,000	\$240,000
B	31/12/2008	1.6 cents	5,000,000	\$80,000	40 cents	200,000	\$80,000
C	31/12/2007	2.2 cents	6,763,631	\$148,799	55 cents	270,545	\$148,799
D	30/9/2008	1 cent	907,750,000	\$9,077,500	25 cents	36,310,000	\$9,077,500
E	31/12/2008	2 cents	100,000,000	\$2,000,000	50 cents	4,000,000	\$2,000,000
F	31/12/2008	1 cent	429,300,000	\$4,293,000	25 cents	17,172,000	\$4,293,000
G	31/12/2008	1.5 cents	455,000,000	\$6,825,000	37.5 cents	18,200,000	\$6,825,000
Total			1,927,813,631	\$22,664,299		77,112,545	\$22,664,299

PRIVATE AND CONFIDENTIAL

Independent Valuation Report:

Sholl Communications (Australia) Pty Limited including Sholl Business Systems Pty Limited (together "The Company") and www.ListForFree.com.au

Valuation as at 1 May 2007 Prepared by BSI Capital Pty Ltd

Australian Financial Services Licence Number 246496

Contents ...... Sholl Commu Purpose of th Independence Limiting Cond Valuation pro Financial Info Valuation met Methodology Valuation of tl Explanation o Sensitivity An www.ListForF Overall Valua

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Private & Confidential Sholl – Valuation Report

Page 3 of 11

Sholl Communications (Australia) Pty Limited

Sholl Communications (Australia) Pty Limited is a privately owned Australian company that was established in 1986. Its founder and current managing director is Garry Sholl, who is recognised Australia-wide in telecommunications industry. The Company is one of Australia's largest, full service communications companies, and has an outstanding reputation for its ability to provide excellent service to its customers. It strives to understand its customers' individual communications requirements in order to provide the best possible phone and data solutions.

Sholl Communications (Australia) Pty Ltd together with the other Sholl Entities (hereafter, together referred to as "the Company") being acquired by Mobi Limited ("Mobi") also provide other a range of other services, including wholesaling pre-owned equipment (Sholl Business Systems Pty Ltd) and selling a wide range of telecommunications peripherals. The Company prides itself on efficient and reliable service, and has a fleet of mobile service technicians who visit customers to diagnose and repair faults and upgrade systems. The Company is an authorised dealer for a range of blue chip names, including AVAYA, Alcatel, Samsung, Aristel, Telstra and Krone.

The Company's main business units include:

New phone systems;
Refurbished phone systems;
Headsets and accessories;
Mobile, cordless and VOIP phones;
Home and business security systems;
Broadband; and
Computer office equipment.

Purpose of this Valuation Report

BSI Capital has been retained to prepare an independent valuation of the Company for the purposes of the proposed acquisition of the Company by Mobi. More specifically, the purposes of this Valuation Report ("the Report") are:

to provide an independent view on the fair value of the Company when under the control and management of Mobi;
to provide an insight into the choice of valuation methodology used in determining the value of the Company;
to give a brief overview of the key business drivers used in determining the value of the Company; and

SHOLL COMMUNICATIONS (AUSTRALIA) PTY LIMITED

VALUATION REPORT

Private & Confidential Sholl – Valuation Report Page 4 of 11

to give the shareholders and Board of Directors of Mobi comfort that a fair price is being paid for the Company.

Independence of BSI Capital

BSI Capital and its related entities ("BSI") have done some general advisory work for Mobi in the past. However, BSI has had no prior dealings with the Company, and does not, as at the date of this report, have any interest in, or relationship with, the Company that could reasonably be regarded as capable of affecting its ability to provide an unbiased opinion on the value of the Company in the context of the proposed transaction.

Limiting Conditions

This valuation is subject to the following limiting conditions:

Information, estimates and opinions are obtained from sources that are considered reliable. However BSI assume no liability for such sources;

Mobi, the Company and their representatives warranted to BSI that the information they supplied was complete and accurate to the best of their knowledge. While BSI have undertaken a high level review of the reasonableness of certain information, we have not carried out a detailed due diligence on this information and therefore continue to rely to a material extent on the information provided by the Company's management;

No representation or warranty is given as to the achievability or reasonableness of any forecasts, plans, projections, management targets or returns. Nothing in the Report is or should be relied upon as a promise or representation as to the future. Certain information contained in the Report is based on a number of economic and other assumptions, and must be interpreted in the context of those assumptions. The operations of the Company will be influenced by a large number of factors which may have an impact on the ultimate valuation of the Company. Recipients of this Report should make their own investigations and rely on their own inquiries regarding assumptions, uncertainties and contingencies that may affect the operations of the Company;

The information contained in the Report is strictly private, confidential and proprietary. Accordingly, its contents, and any other information or opinion subsequently supplied or given in connection with the proposed investment, may not be published, reproduced, copied or disclosed to any person other than for the purposes specified in the Report, being to assist the Boards of both Mobi and the Company to determine a fair price for the acquisition of the Company by Mobi;

This valuation assumes that the Company will continue to operate as a going concern and that the character of its present business will remain intact; and

Sholl – Valuation Report

This valuation contemplates facts and conditions existing as at the valuation date. Events and conditions occurring after that date have not been considered and BSI has no obligation to update the Report for such events and conditions.

Valuation process

BSI has undertaken the following process in valuing the Company's business:

initial meetings/correspondence with management of both Mobi and the Company and collection and review of all necessary information;
analysis of the financial performance of the Company during recent financial years as well as the most recent half year;
assess various valuation methodologies to determine the one that provides the most representative valuation of the Company; and
provision of a detailed explanation and justification for the valuation methodology selected, which is outlined below.

Financial Information

(All figures in A\$)	2002/03	2003/04	2004/05	2005/06	Half y/e 31/12/2006
SALES		3,226,180 3,995,477 3,341,498 3,612,206			1,959,809

GROSS PROFIT		1,812,568 1,932,288 1,746,312 1,923,456			1,121,248

TOTAL EXPENSES		1,671,478 1,901,071 1,647,116 1,453,433			880,128

OTHER INCOME	14,101	39,870	498	14,442	15,068
NPBT	155,191	71,0867	99,694	484,465	256,188

ADDBACKS	219,629	274,290	88,248	185,822	64,991

NORMALISED PROFIT	374,820	345,377	187,942	670,287	321,179

		Private & Confidential			Page 5 of 11

BSI was provided with a set of financials for the Company for the preceding four (4) financial years, as well as half year management figures for the 2007 financial year. These figures were checked and assessed for general reasonableness, and then customised to suit the requirements of this valuation and incorporated into a financial model that has been used as the basis for the Company's valuation. A summary of this information is set out in the table below:

SHOLL COMMUNICATIONS (AUSTRALIA) PTY LIMITED

Private & Confidential Sholl – Valuation Report Page 6 of 11

Valuation methodologies

A number of alternative valuation methodologies are available to value businesses.

Australian Securities and Investments Commission (ASIC) Practice Note 43, "Valuation Reports and Profit Forecasts", outlines the appropriate methodologies that a valuer should consider when valuing assets or securities for the purposes of, amongst other things, share buy-backs, selective capital reductions, schemes of arrangement, takeovers and prospectuses. These include:

the discounted cash flow (DCF) methodology;

the application of earnings multiples appropriate to the businesses or industries in which the Company or its profit centres are engaged, to the estimated future maintainable earnings or cash flows of the Company, added to the estimated realisable value of any surplus assets;

the amount that an alternative acquirer might be willing to offer if all the securities in the target company were available for purchase;

the amount that would be distributed to shareholders in an orderly realisation of

assets;

the most recent quoted price of listed securities;

the current market value of the assets, securities or company.

The above valuation methodologies are consistent with the Australian Venture Capital Associations Valuation Guidelines issued in December 2003 which defines fair value as: "a concept based on a hypothetical transaction – it should reflect reasonable estimates and assumptions for all significant factors that the hypothetical parties to the transaction would be expected to consider, including those which impact upon the expected cash flows from the Investment and upon the degree of risk associated with those cash flows".

Methodologies using capitalisation multiples of earnings or cash flows are commonly applied when valuing businesses where a future "maintainable" earnings stream can be established with a degree of confidence. Generally, this applies in circumstances where the business is relatively mature, has a proven track record and expectations of future profitability and has relatively steady growth prospects. Such a methodology is generally not applicable where a business is in start up phase, has a finite life, or is likely to experience a significant change in growth prospects and risks in the future.

Under the DCF methodology, the value of the business is equal to the net present value (NPV) of the estimated future cash flows plus a terminal. In order to arrive at the NPV the

Private & Confidential Sholl – Valuation Report Page 7 of 11

future cash flows are discounted using a discount rate, which reflects the risks associated with the cash flow stream.

Methodology selected for the Company

For the following reasons, the earnings multiple valuation methodology has been selected in this case:

the Company is a mature business, with a proven track record and expectations of future profitability, and has relatively steady growth prospects;
given the level and detail of information at our disposal, we were not in a position to undertake the in-depth analysis of the Company's future prospects necessary to make detailed forecasts regarding the Company's future performance and cash flows; and
the terms of our engagement to undertake this valuation emphasised the need for an earnings based approach to be used.

Valuation of the Company

Under the earnings multiple approach, it is often necessary to "normalise" the reported earnings of the business to take account of the fact that they may not be a true reflection of profitability if operating in a truly commercial environment. In our opinion, together with that of the Company's accountant, Mr. Justin Salvalaggio of CS Consulting Group, such adjustments were both necessary and appropriate in the case of this valuation.

As can be seen from the table on page 5 of the Report, the outcome of making these adjustments to the Company's reported profit is a revised, normalised earnings figure for each of the financial years in question. Based on our review of the financial statements provided to us by the Company, as well as other relevant information, in our opinion, it is appropriate to adopt the average normalised profit of the Company for the 2005/06 financial year and the annualised 2006/07 half-year as being representative of the future maintainable earnings of the Company. As such, we believe that a fair estimate for the Company's future maintainable earnings is \$656,322. In forming this opinion, we have had regard to the following factors:

The 2003/04 and 2004/05 results were adversely affected by a range of external factors meaning that they are of very limited relevance when assessing the future maintainable earnings of the business; and
The significant improvement in earnings in 2005/06 and the half year ended 31 December, 2006 reinforces this view.

SHOLL COMMUNICATIONS (AUSTRALIA) PTY LIMITED VALUATION REPORT

We therefore value the Company, in the context of its acquisition by Mobi, as follows:

Future maintainable earnings	\$656,322
Earnings multiple adopted (refer below)	8x - 10x
Capitalised value of the Company	\$5,250,579 - \$6,563,220

Due to the inexact nature of the valuation process, and the wide range of variables which can impact on a Company's performance, and therefore value, going forward, we believe that the above range should be slightly broader than that shown above. Accordingly, we believe that a fair value for the Company (excluding www.ListForFree.com.au), in the context of its acquisition by Mobi, is in the range \$5,100,000 - \$6,700,000.

Explanation of Earnings Multiple Adopted

Typically, in valuing a business such as Sholl on a stand-alone basis, an earnings multiple of around 4-6x would be appropriate. However, in the circumstances of the proposed transaction with Mobi, we believe that a multiple of around 8-10x maintainable earnings is appropriate. Given this multiple, we believe that, as demonstrated above, a fair value for the Company in the context of the proposed transaction with Mobi is \$5,100,000 - \$6,700,000.

The justifications for a multiple of 8-10x earnings being appropriate in the circumstances of the proposed transaction are as follows:

• There are very significant synergies between the businesses of Mobi and the Company, and it is expected that over the short to medium term these will deliver an exponential increase in value of the combined group;

• The Company's existing customer base will be of very significant value to Mobi, providing instant national distribution for its key new offering, FABfone;

• The combined databases of Mobi and the Company provide a very significant pool of potential customers, where excellent opportunities for cross-marketing exists; the ability to cross-sell services and products to this combined database provides outstanding potential for revenue growth as well as efficient mechanisms for delivery that might otherwise be made by different companies in the same market;

• Together, the operations of Mobi and the Company cover all of the main distribution channels in the Australian VoIP market, which is not the case with either company

alone;

Private & Confidential Sholl – Valuation Report Page 9 of 11

FABfone fits seamlessly into the Company's current product and service offering; in effect, the Company will become the in-house installation team for Fabfone, which includes their SIP gateways;
Private companies generally trade at significantly lower earnings multiples than public companies; as such, the Company will be valued at a significantly higher earnings multiple following its acquisition by Mobi, a publicly listed company;
There are potentially very significant cost savings that can be achieved by merging Mobi and the Company, for example:
o With regard to the installation of Fabfone, the costs of which were previously outsourced;
o A reduction of up to three (3) staff members may be possible, creating potential cost savings of over \$350,000;
o Savings on rent due to the relocation of all staff into one central location;
The value of the Company when under the control of Mobi is significantly greater than its value on a stand-alone basis due to inherent value to Mobi of having control of the Company and its operations (i.e., the "control premium");
Since its inception in 1986, the Company has developed a very sound spread of suppliers / partners and customers, a strong management team, and modern and efficient operational processes;
Sholl is clearly one of the market leaders in the market in which it operates, having excellent relationships with, and representing, a very impressive range of suppliers / product partners;
The Company has a very strong SME and corporate client base (over 4500 clients);
The recent restructuring undergone by the Company has seen a significant turnaround in performance and positioned it for rapid growth in the short-medium term;
The Company has the infrastructure to promote growth simply by consolidating its core business and developing natural market extensions, operational ability and resources to diversify into new products (e.g. FABfone) and markets; and
The Company's new web-site has experienced very promising early success, and is already proving to be a significant new revenue stream.

Sensitivity Analysis

Sensitivity analysis allows a model's key drivers to be adjusted for expected variation or risks. This analysis gives a better understanding of how the outputs of a model will be affected by variations in one or more of the inputs / assumptions.

SHOLL COMMUNICATIONS (AUSTRALIA) PTY LIMITED VALUATION REPORT

Private & Confidential Sholl – Valuation Report Page 10 of 11

In a case like this, where a simple, earnings-based approach has been used, the main drivers of value are the earnings multiple selected and the estimated future maintainable earnings. For the purposes of completeness, and to demonstrate how the valuation of the Company would vary for changes in these two variables, we have calculated the value of the Company at a range of different values for each of the two variables. The results of this analysis are set

out in the table below:

www.ListForFree.com.au

Due to the very different nature of this business to the other Sholl entities discussed above, www.ListForFree.com.au needs to be considered and valued separately. The business is based on the principle of creating an entity whereby domain names are registered and pointed to the business, and more specifically, the industry that the domain name operates within.

It is expected that once significant traffic has been generated in the industry or space, the value of the domain name should improve significantly. Revenue can be generated from the entity that owns the domain name by selling advertising space based on a revenue per click basis. In theory, this entity has the potential to generate significant income with very little maintenance required to sustain the platform.

For the purposes of this valuation, given the relatively immature nature of the business at this time, and the relatively limited information at our disposal, it is difficult to ascribe significant value to this business at this stage. However, taking into account the following factors, we have been able to come up with what we believe is a reasonable estimate of the value of this business in the current environment:

• The significant potential of the business;

• The very high valuations placed on other internet-based businesses, such as www.domain.com.au and www.realestate.com.au; and

• Our extensive experience in valuing other, similar businesses.

		Multiple Applied
	6	7	8	9	10	11	12
Maintainable Earnings
\$550,000		\$3,300,000 \$3,850,000 \$4,400,000 \$4,950,000 \$5,500,000 \$6,050,000 \$6,600,000
\$656,322		\$3,937,932 \$4,594,254 \$5,250,576 \$5,906,898 \$6,563,220 \$7,219,542 \$7,875,864
\$750,000		\$4,500,000 \$5,250,000 \$6,000,000 \$6,750,000 \$7,500,000 \$8,250,000 \$9,000,000

Private & Confidential Sholl – Valuation Report Page 11 of 11

Based on the above considerations, we believe that a fair estimate of the current value of this business, in the current economic climate, would be in the range \$400,000 - \$700,000.

Overall Valuation and Conclusion

Given the above, we believe that a fair value for the combined group of businesses being acquired by Mobi, namely Sholl Communications (Australia) Pty Ltd, Sholl Business Systems Pty Ltd and www.ListForFree.com.au, is in the range \$5.5m - \$7.4m. This is made up as follows:

The Company	\$5,100,000 - \$6,700,000
www.ListForFree.com.au	\$400,000 - \$700,000
Total value of all businesses	\$5,500,000 - \$7,400,000

Having examined and considered Mobi both with, and without, the Company, we believe that it would be in Mobi's best interests to acquire the Company, provided that the total consideration paid for the acquisition is no more than the upper limit of our suggested valuation range, namely \$7.4m. It is our opinion that any price within the indicated range would be fair from Mobi's perspective given the significant benefits that the acquisition will bring.

Deloitte.

Section Four

Mobi Limited

Independent expert's report
6 July 2007

6 July 2007

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Deloitte.

The Independent Directors Mobi Limited Level 3, 95 Coventry Street South Melbourne VIC 3205

6 July 2007

Dear Directors

Independent expert's report

Introduction

On 1 March 2007, Mobi Limited (Mobi) announced that it had agreed to acquire all the issued capital in Sholl Communications (Aust) Pty Limited (Sholl or the Target Company) via the issuing of 750 million ordinary shares in Mobi, 180 million unlisted options in Mobi, and the payment of \$1 million cash to the shareholders of Sholl (the Proposed Transaction). If the acquisition of Sholl occurs, Mobi's and Sholl's operations will be combined to form a merged entity (the Merged Entity).

We understand that Mr Gary Sholl, a director of Mobi, is also a shareholder in Sholl. If the Proposed Transaction occurs, the existing three shareholders in Sholl will own up to 30% of the Merged Entity (prior to the exercise of any options), although we understand that no individual shareholder will own more than 20% in the Merged Entity on an undiluted basis.

Purpose of the report

This independent expert's report (IER) is required pursuant to Australian Securities Exchange (ASX) Listing Rule 10.1 in order to assist the shareholders in their decision on whether to accept or reject the Proposed Transaction.

Chapter 10.1 of the ASX Listing Rules (the Listing Rules) requires, when the acquisition of a substantial asset from related parties is proposed, the preparation of a report by an independent expert stating whether the proposed transaction is fair and reasonable to the non-associated shareholders. The acquisition of the issued capital in Sholl, a related company, is covered by ASX Listing Rule 10.1.

The independent directors of Mobi (the Independent Directors) have requested that Deloitte Corporate Finance Pty Limited (Deloitte Corporate Finance) provide an independent expert's report (IER) advising whether, in our opinion, the Proposed Transaction is fair and reasonable to Mobi's non-associated shareholders (the Nonassociated Shareholders).

We have prepared this report having regard to Chapter 10.1 of the ASX Listing Rules and the relevant Australian Securities and Investments Commission (ASIC) Policy Statements and Practice Notes.

Liability limited by a scheme approved under Professional Standards Legislation

Deloitte Comorate Finance Pty Ltd ACN 003 833 127 AFSI 241457

180 Longfalo Street Melbourne VIC 3000 GPO Box 78
Melbourne VIC 3001 Australia

DX 111 $[el: +61(0)392087000]$ Exx: +61.00 3.0208.7716 www.deloitte.com.au

This report is to be included in the notice of the meeting to approve the Proposed Transaction (the Notice of Meeting), which will be sent to Mobi's shareholders (the Shareholders), and has been prepared for the exclusive purpose of assisting the Shareholders in their consideration of the Proposed Transaction. This report should not be used for any other purpose.

Basis of evaluation

In our consideration as to whether the Proposed Transaction is fair and reasonable, we have had regard to common market practice and to ASIC Policy Statement 74 and Practice Note 43 in relation to acquisitions agreed by shareholders and independent expert reports.

In forming our opinion on whether or not the Proposed Transaction is fair and reasonable to the Non-associated Shareholders of Mobi we have compared the likely advantages and disadvantages to Non-associated Shareholders of the Proposed Transaction proceeding with the likely advantages and disadvantages of the Proposed Transaction not proceeding.

In doing so we have:

assessed the fair market value of Sholl on a control basis (refer to Section 7 of this Report)
assessed the fair market value of the consideration offered in respect of the Proposed Transaction (refer to Section 9 of this report)
compared the range of values for the consideration offered, to our assessed value of Sholl (refer to Section 10 of this report)
assessed the advantages and disadvantages of the Proposed Transaction to the Nonassociated Shareholders (refer to Section 10 of this report)
considered other implications for Shareholders of not approving the Proposed Transaction (refer to Section 10 of this report)
considered whether a control premium is being paid.

For the purpose of our opinion fair market value is defined as the amount at which the shares would change hands between a knowledgeable willing buyer and a knowledgeable willing seller, neither being under a compulsion to buy or sell. We have not considered special value in this assessment. Our valuation of the shares has not been premised on the existence of a special purchaser.

Summary and conclusion

In our opinion the Proposed Transaction is fair and reasonable.

We have based this opinion on the analysis and considerations contained in our report which are summarised below.

Valuation Assessment

We have assessed the value of 100% of the equity in Sholl to be in the range of \$4.1 million to \$4.7 million on a controlling basis. We have assessed the value of the consideration payable to acquire Sholl to be in the range of \$4.7 million to \$5.9 million as set out in the table below. Whilst these valuation ranges overlap slightly, the mid-point of our assessed range of values of the consideration is higher than the mid-point of our assessed range of values for Sholl.

Deloitte: Mobi Limited Independent Expert's Report

Table 1: Fair value of Consideration

	Low value (000)	High value (000)
Fair market value of Scrip Consideration	3,600.0	4,800.0
Fair market value of Options Consideration	50.0	50.0
Cash Consideration	1.000.0	1,000.0
Total fair market value of Consideration	4,650.0	5,850.0

Source: Deloitte Cornorate Finance analysis

We have valued Sholl using the capitalisation of future maintainable earnings methodology. We have valued the scrip component of the consideration payable to acquire Sholl based on our assessment of the value of the Proposed Merged Entity (the combined value of Mobi and Sholl valued on a "sum of the parts" basis), having regard to Mobi's share price trading history and the value estimated for Sholl.

Advantages of the Proposed Transaction

The likely advantages to Mobi Shareholders if the Proposed Transaction is approved include:

Achievement of business plan objectives

The acquisition of Sholl assists in the fulfilment of the goal of Mobi's stated business plan to acquire profitable established telecommunications businesses.

The acquisition of Sholl will provide Mobi with access to an established customer base to which they will be able to distribute their existing FABfone and MobiData products. Additionally, the acquisition will provide scale to the Mobi business potentially resulting in further cost savings associated with traditional synergy benefits e.g. reduced office rental expense.

Increased likelihood of Mobi becoming cash flow positive

Following the Proposed Transaction Sholl's business will be consolidated with that of Mobi, and the Chief Executive Officer (CEO) of Sholl will become the CEO of Mobi. As Sholl has an historical track record of generating revenue and profits, the acquisition of Sholl should improve Mobi's prospects of becoming profitable.

The potential for an increase in profits will increase the likelihood of a dividend payment from Mobi.

However, it should be noted that the consolidation of Sholl's profits into Mobi may not be enough to make Mobi profitable in the short term.

Possibility of obtaining synergies

Mobi has an existing strategic alliance with Sholl to sell its FABfone product to Sholl's customers, for which it pays Sholl a commission. The acquisition of Sholl will provide Mobi with direct access to Sholl's customers, which is likely to increase sales of FABfone and MobiData products.

In addition, if the Proposed Transaction occurs, Mobi will retain 100% of the profits earned from any sales of FABfone to Sholl customers since Mobi will not have to pay commissions to a third party. This represents a potential cost saving to Mobi.

These possible incremental revenues and costs savings reflect synergy benefits to Mobi.

Enables additional acquisitions

The acquisition of Sholl provides scale, which Mobi requires to make further business acquisitions and achieve its business plan.

In this regard we note that on 1 June 2007 Mobi announced it had agreed to acquire OneNetwork, a hosted VoIP company which complements Mobi's existing FABfone product.

Disadvantages of the Proposed Transaction:

The likely disadvantages to Mobi Shareholders if the Proposed Transaction is approved include:

Impact on the value of the Proposed Merged Entity

The value of the Proposed Merged Entity (i.e. combined value of Mobi and Sholl as though the Proposed Transaction had occurred) is slightly lower than our assessed range of values for a Mobi share on a stand alone basis. However the trading price of a Mobi share post announcement of the Proposed Transaction appears to be similar to the preannouncement trading price, indicating that market sentiment towards the Proposed Transaction is not negative.

Reliance on Sholl management

We understand that the ongoing operations of Sholl, once incorporated into Mobi, will be heavily reliant on the activities of Garry Sholl, who will be appointed CEO of Mobi, and Malcolm Lewis.

Under the Proposed Transaction Garry Sholl and Malcolm Lewis are under no 'lock-in' contracts. Failing to 'lock-in' Garry Sholl and Malcolm Lewis may increase the volatility of expected earnings from the Sholl business should they resign.

However, we note that both Garry Sholl and Malcolm Lewis will have significant equity stakes in Mobi following the Proposed Transaction and therefore will each have a vested interest in its success.

Shares not held in escrow

A significant proportion of the consideration in relation to the Proposed Transaction relates to scrip in Mobi. Given these shares will not be held in escrow for any period of time, they could be sold immediately following the completion of the Proposed Transaction. If these shares were sold or there was a perceived "stock overhang" on the stock market, this could have an adverse impact on the market trading prices of Mobi shares.

Given the average daily volume of the Mobi shares traded represents approximately 0.4% of the shares on issue, we note that any 'sell-down' of the shares is likely to take a significant amount of time.

Cash consideration

The cash consideration associated with the Proposed Transaction of \$1 million will be a significant cash drain on the Mobi business.

Other matters

Value of a Mobi share if the Proposed Transaction is not approved

The Mobi share price appears, in part, to reflect the market's expectation that Mobi will use its scrip to acquire profitable businesses which complement its existing FABfone business. If the Proposed Transaction is not approved, it is possible that the trading value of a Mobi share would decline from current levels.

Control Premium

Since the mid-point of our assessed value of the consideration payable to acquire Sholl is higher than the mid-point of our assessed value of Sholl, it appears that Mobi is paying a premium for control to acquire Sholl.

Deloitte: Mobi Limited Independent Expert's Report

Opinion

Whilst our assessed value of the consideration payable to acquire Sholl is greater than our assessed value of Sholl, we consider the advantages of the Proposed Transaction, including the enhanced potential for generating profits and other acquisition opportunities as a result of owning the Sholl business, outweigh the disadvantages and therefore in our opinion we consider the Proposed Transaction is fair and reasonable to Mobi's nonassociated Shareholders.

An individual Mobi shareholder's decision in relation to the Proposed Transaction may be influenced by his or her particular circumstances. If in doubt the shareholder should consult an independent adviser.

This opinion should be read in conjunction with our detailed report which sets out our scope and findings.

Yours faithfully DELOITTE CORPORATE FINANCE PTY LIMITED

Welan

& Foley-Levis

Hamish Blair Director

Rachel Foley-Lewis Director

Note: All amounts stated in this report are Australian dollars unless otherwise stated.

1	Terms of the Proposed Transaction	8
1.1	Summary	8
1.2	Mobi's intentions	8
2	Scope of the report	9
2.1	Purpose of the report	9
2.2	Basis of evaluation	9
2.3	Limitations and reliance on information	10
3	Telecommunications industry	11
3.1	Structure of industry	11
3.2	Demand determinants	12
3.3	Critical success factors	12
3.4	Barriers to entry	13
3.5	Regulation	13
3.6	Recent transactions	13
3.7	Technology developments	14
3.8	Competitive environment	14
3.9	Future expectations	15
4	Profile of Mobi	16
4.1	Company history	16

4.2	Legal structure	17
4.3	Products and services	18
4.4	Customers	18
4.5	Management and personnel	19
4.6	Competitive position of Mobi	19
4.7	Key sensitivities	19
4.8	Capital structure and Shareholders	20
4.9	Share price performance	20
4.10	Financial performance	21
4.11	Financial position	22
5	Profile of Sholl	23
5.1	Company history	23
5.2	Legal structure	24

5.3	Products and services	24
.4	Customers	25
i.5	Suppliers	25
i.6	Management and personnel	25
i.7	Competitive position of Sholl	26
.8	Financial performance	27
i.9	Financial position	29
í.	Valuation methodology	30
5.2	Selection of valuation methodologies	31
	Valuation of Sholl	32
$^{\prime}.1$	Capitalisation of maintainable earnings	32
i.	Valuation of the Proposed Merged Entity	37
$\cdot$ 1	Introduction	37
$\frac{1}{2}$	Valuation approach	37
1.3	Contribution of the value of Mobi's business to the Proposed Merged Entity	37
,4	Contribution of the value of Sholl to the Proposed Merged Entity	38
1.5	Implied value of the Proposed Merged Entity	39
	Valuation of Consideration	40
$^{1.1}$	Value of Scrip Consideration	40
2	Value of Options Consideration	41
0	Evaluation and conclusion	45

	Appendices
	Appendix 1: Glossary	48
	Appendix 2: Comparable entities	49
	Appendix 3: Comparable transactions	51
	Appendix 4: Sources of information	52
	Appendix 5: Qualifications, declarations and consents	53

Terms of the Proposed Transaction $\mathbf{1}$

1.1 Summary

Mobi has entered into an agreement to acquire all the issued capital of Sholl. The consideration for the acquisition will be the issue of 750 million fully paid ordinary shares in Mobi, 180 million unlisted options in Mobi with an exercise price of 1.5 cents and an expiry date of 31 December 2008, and \$1 million in cash.

We understand that the principal shareholder of Sholl, Mr Gary Sholl, is also a director of Mobi. If the Proposed Transaction occurs, the existing three shareholders in Sholl will own up to 30% of the Merged Entity (prior to the exercise of any options), although we understand that no shareholder will own more than 20% in the Merged Entity on an undiluted basis.

We also understand that Mobi will undertake a capital raising either simultaneously during its acquisition of Sholl or shortly thereafter, which will further dilute the proportion of the Merged Entity owned by the current Sholl shareholders. The capital raising is to provide additional working capital to Mobi, and we have been advised that the capital raising will occur at \$0.005 per Mobi share.

1.2 Mobi's intentions

Should the Proposed Transaction be approved by the Non-associated Shareholders, Mobi intends to:

fully integrate the operations of Sholl and Mobi
appoint Gary Sholl as Chief Executive Officer (CEO) of Mobi
continue to cross-sell FABFone products to Sholl customers
implement Mobi's strategic plans, potentially by acquiring additional businesses similar to Sholl. In this regard we note that on the 1 June 2007, Mobi announced the acquisition of OneNetwork via a further issue of Mobi shares. OneNetwork is a fully featured hosted VoIP company which complements Mobi's existing VoIP offering.

Deloitte: Mobi Limited Independent Expert's Report

2 Scope of the report

2.1 Purpose of the report

The Proposed Transaction is subject to the Listing Rules of the ASX. The Independent Directors of Mobi have appointed Deloitte Corporate Finance to prepare an independent expert's report, expressing our opinion as to whether or not the Proposed Transaction is fair and reasonable to the Non-associated Shareholders, to fulfil the requirements of ASX Listing Rule 10.1.

Chapter 10 of the Listing Rules requires shareholder approval where an entity undertakes a significant transaction (e.g. purchase of an asset, including subscribing for additional shares) with a related party. The acquisition of the shares in Sholl, from a director of Mobi, is covered by ASX Listing Rule 10.1.

Policy Statement 74 issued by ASIC requires that the Notice of Meeting includes, amongst other things, an analysis of the Proposed Transaction by the independent directors or an independent expert.

2.2 Basis of evaluation

The ASX Listing Rules do not provide a definition of fairness or reasonableness. Accordingly, we have had regard to the definitions set out in ASIC Policy Statements (PS), in particular ASIC PS74: Acquisitions agreed to by shareholders (PS74) and common market practice.

PS74 provides guidelines for independent experts on how to evaluate whether or not a proposed transaction is fair and reasonable when preparing reports. PS74 states that the evaluation should:

be judged on the basis of all the circumstances of the proposed transaction
compare the likely advantages and disadvantages to the non-associated shareholders if the proposed transaction is agreed to, with the advantages and disadvantages to those shareholders if it is not
consider the value of the interest in the company that is being offered compared with the cost of this interest, but this should not be the sole factor in evaluating the proposed transaction.

In doing so we have:

assessed the fair market value of Sholl on a control basis
assessed the fair market value of the consideration offered in respect of the Proposed Transaction
compared the range of possible values for the consideration offered, to our assessed value of Sholl
assessed the advantages and disadvantages of the Proposed Transaction to the Nonassociated Shareholders
considered the implications for Shareholders of not approving the Proposed Transaction
considered whether a control premium is being paid.

2.2.1 Individual circumstances

We have evaluated the Proposed Transaction for Shareholders as a whole and have not considered the effect of the Proposed Transaction on the particular circumstances of individual investors. Due to their particular circumstances, individual investors may place a different emphasis on various aspects of the Proposed Transaction from the one adopted in this report. Accordingly, individuals may reach different conclusions to ours on whether the Proposed Transaction is fair and reasonable. If in doubt investors should consult an independent adviser.

2.3 Limitations and reliance on information

The opinion of Deloitte Corporate Finance is based on economic, market and other conditions prevailing at the date of this report. Such conditions can change significantly over relatively short periods of time. This report should be read in conjunction with the declarations outlined in Appendix 5.

Our procedures and enquiries do not include verification work nor constitute an audit in accordance with Australian Auditing Standards (AUS), nor do they constitute a review in accordance with AUS 902 applicable to review engagements.

Deloitte: Mobi Limited Independent Expert's Report

Telecommunications industry

Mobi and Sholl operate in the telecommunications resellers industry in Australia. The industry consists of entities engaged in providing telecommunications services, including fixed, mobile and data, through the use of a network owned by a third party.

Additionally, Sholl provides cabling services through a third party service provider ADC Krone.

3.1 Structure of industry

$\mathbf{3}$

The telecommunications resellers industry contains services providers that supply various telecommunications services including national long distance and international direct dial services, local calls and mobile services to customers. These service providers include both switched and switchless (or virtual) operators.

Switched service providers operate a switch platform which is physically connected to a carrier's network. Switchless service providers do not operate a switch and are not connected to a carrier network. Instead, switchless service providers buy capacity at wholesale rates from switched network providers, and sell to retail customers for a margin. Switchless service providers therefore do not have control over any part of the network when they supply a call to a customer.

Many industry participants are moving from switchless to switched operators due to the lack of control over the network on the part of the switchless operators.

3.1.1 Product types

The telecommunications resellers industry offers the following services:

fixed or wired services within this segment include the public switched telephone network and the hybrid fibre coaxial network
mobile services in this segment relate to mobile telephone services
data services in this segment include wholesale access to an internet protocol (IP) network, internet backhaul and data transmission services.

Figure 1: Segmentation by services type

Sonree: IBISWorld

3.2 Demand determinants

The telecommunications resellers industry is subject to the following demand determinants:

economic conditions customer demand for products is influenced by growth in number of households and housing growth (increasing the number of connections) whilst business demand is affected by the level of economic activity, particularly in those sectors of the economy which are high users of telecommunications services
consumption patterns and trends recent years have seen consumers becoming more sophisticated in their demands and expectations of telecommunications products and services
new products and services the continued introduction of new telecommunications services in line with emerging technologies serves to boost demand
innovative marketing structures demand can be stimulated through the introduction of innovative marketing strategies and pricing structures
supplier policies the performance of resellers is also affected by the policies of upstream suppliers i.e. the providers of network services.

3.3 Critical success factors

Competition between industry participants is primarily on the basis of price and on the quality of customer service interfaces. Unlike carriers, telecommunications resellers do not have the same opportunity to offer similar levels of value added services, nor can they compete on the same scale in offering the latest technological innovations.

Deloitte: Mobi Limited Independent Expert's Report

The critical success factors associated with the telecommunications resellers industry include:

sales price the limited level of product differentiation and the limited number of product suppliers means that maintaining an appropriate cost structure to ensure competitive pricing is critical to participants within the industry
customer service the provision of a large range of services can provide some competitive advantage in economies of scale and scope to participants within the industry
marketing innovative marketing strategies are also becoming an increasingly essential competitive tool that are used to differentiate product offerings.

3.4 Barriers to entry

Unlike some sections of the telecommunications industry the telecommunication resellers industry has relatively low barriers to entry. Participants do not require significant start up capital to invest in their network and infrastructure. Consequently, this allows smaller players to enter the market to provide a service offering to a particular niche. However the high level of competition within the telecommunication resellers industry may act as a barrier to entry.

3.5 Regulation

Regulation within the telecommunications industry has been significantly overhauled following the Australian Communications and Media Authority and the Australian Competition and Consumer Commission introducing specific measures targeted at access rights and interconnection issues in an attempt to foster competition and an open market regime.

Telecommunication resellers are no longer required to hold various licences however they are required to register in the Telecommunications Industry Ombudsman Scheme.

3.6 Recent transactions

A number of merger and acquisition transactions have taken place within the telecommunications industry. More details of the earnings multiples implied by each of the following transactions are set out in Section 7.1.2 of this report:

Commander Communications Limited, the listed Australian provider of communications solutions and system integration services, acquired Volante Group Limited, the listed Australian provider of information and communications technology services, at an implied historical EBIT multiple of 11.5 times in May 2006
Total Communications Infrastructure Limited, the listed Australian provider of technology infrastructure development services, acquired Service Stream Limited, the listed Australian provider of industrial services such as technological support, customer assistance and asset management capabilities, at an implied historical EBIT multiple of 9.9 times in December 2006
Telecom Corporation of New Zealand Limited, a New Zealand based telecommunications carrier acquired PowerTel Limited, an Australian telecommunications company, via a Scheme of Arrangement at an implied historical EBIT multiple of 42.1 times in May 2007.

While there have been a number of additional transactions within the Telecommunications industry, the transaction details are not publicly available and therefore we have not included them within our analysis.

3.7 Technology developments

New technological developments have changed the dynamic of the telecommunications industry. VoIP technology uses a broadband internet connection as a means of communication.

A traditional telephone services turns voices into electronic signals which are then converted into sound in a telephone. The new technology, VoIP, treats voice like any piece of information being sent over the Internet, by digitising it into packets of data. These packets usually have to be encoded into data and decoded back into sound by a computer or another stand-alone device (such as an analogue telephone adaptor).

With VoIP, customers are charged based on how much data is transferred regardless of distance travelled (local, interstate or overseas) as opposed to the length of the call. Therefore it is significantly cheaper than normal voice calls.

In the past, technological constraints and slow Internet speeds had a negative impact on the voice quality of VoIP calls, but new systems and the prevalence of broadband have improved the quality, making it a more attractive proposition.

Industry estimations suggest that only 10% of businesses are using the new VoIP technology indicating a significant opportunity for further take-up. This development is one of the future demand drivers which are expected to increase the amount of broadband subscriptions within Australia.

3.8 Competitive environment

There are a number of competitors that operate within the telephone resellers industry. however there is a relatively limited number that resell VoIP telephone systems within Australia. The main VoIP resellers within the Australian market include:

Skype an internet based technology which allows users to communication over the internet at no charge. Skype's 'Premium' offering allows users to make telephone calls to landlines for a nominal charge. Skype is mainly focused on consumer telephones rather than small to medium enterprise
Engin Limited owns an Australian communications network and delivers VoIP telephony services. Engin Limited is listed on the ASX and had a market capitalisation of \$61.4 million at 30 June 2007 and revenues of \$8.1 million for the financial year ended 30 June 2006.

Engin, which is 35% owned by Seven, is expected to extend its current VoIP offering to include the provision of a broadband internet service.

Freshtel Holdings Limited is an Australian internet telephony company developing and marketing VoIP telephony products and services. Freshtel Holdings Limited is listed on the ASX and had a market capitalisation of \$80.3 million at 30 June 2007 and revenues of \$1.3 million for the financial year ended 30 June 2006.
My Net Fone Limited My Net Fone Limited is a VoIP service provider, offering telephone services to the residential and business markets. My Net Fone Limited is listed on the ASX and had a market capitalisation of \$3 million at 30 June 2007 and revenues of \$1.6 million for the financial year ended 30 June 2006.

Deloitte: Mobi Limited Independent Expert's Report

3.9 Future expectations

The Australian telecommunications resellers industry has benefited from strong growth in the Australian telecommunications services industry. Driving growth was a combination of factors including the liberalisation of the general industry, continued technological innovations which in turn spurred on a persistent stream of new products and services. strong underlying demand for telecommunications products and services (both existing and emerging) and the general trend of convergence between the telecommunications, entertainment and IT industries.

The telecommunications resellers' industry revenue is expected to marginally decrease in line with increased external competition, which is expected to drive a number of smaller players out of business.

In line with changes in the general telecommunications industry, there will be an increasing number of resellers becoming involved in data transmission (as opposed to voice), and in wireless products as opposed to basic fixed telephony products. Convergence trends will also see an increasing emphasis placed on multi-media services. The provision of value added services will also become of increasing importance.

Telecommunications resellers are expected to become even more customer-driven which in turn will see the ever increasing importance of strategies focused on Customer Relationship Management (CRM) to ensure that churn rates are minimised.

The bundling of products will become more prevalent as players seek to provide a full suite of services to customers, as well as stronger margins. The introduction of pricing 'caps' and more bundling may also erode margins.

Profile of Mobi $\overline{\mathbf{4}}$

Mobi is an ASX listed company that provides mobile telephone applications and VoIP systems to business and home users. Mobi currently has two divisions:

MobiData which offers applications and solutions platforms associated with its Mobile Services Hub. The Mobile Services Hub enables customers to deploy enterprise and customer applications quickly, easily and affordably
FABfone which provides internet telephony applications for business and home users. FABfone provides a suite of products from basic VoIP systems through to fully functional (soft PBX) solutions, integrating mobile phone solutions with VoIP capabilities on a single billing platform.

Both of these divisions are at the commercial development stage, meaning the technical development phase has been completed, and the company has only recently commenced selling its services to the market.

Mobi's value proposition is centred on creating cost savings and service benefits to individual and business users, including consumer protection via their MobiData offering.

4.1 Company history

An overview of the company's recent history is provided in Figure 2 below.

Source: Mobi

16 Deloitte: Mobi Limited Independent Expert's Report Deloitte: Mobi Limited Independent Expert's Report

4.2 Legal structure

Figure 3 below sets out a simplified group structure for Mobi.

Figure 3: Mobi group structure

Source: Mobi

The principal operations of each of the companies in Mobi Limited are discussed below.

Mobi

Mobi is an ASX listed company (ASX:MBI). It is the holding company for the Mobi group of companies.

MobiData Holdings Pty Limited

MobiData Holdings Pty Limited focuses on the development and deployment of software applications and solutions for mobile handsets.

MobiData Holdings Pty Limited has established an agreement with the Indian company Radical Softnet Pvt Limited in relation to the development, sale and commercialisation of a number of Mobi's products and services to consumers in India.

The term of the agreement is for a period of two years and shall automatically renew for a further 12 months unless three months notice is provided by either party.

FabFone Pty Limited

FabFone Pty Limited (FabFone) specialises in the mobile telecommunications field offering its subscribers seamless access to both VoIP and landline services from one mobile device.

Mobi acquired FabFone in October 2006 for a notional consideration of approximately \$5.6 million via the issue of shares in Mobi to the shareholders in FabFone.

4.3 Products and services

4.3.1 MobiData

MobiData offers applications and solutions platforms associated with its Mobile Services Hub. The Mobile Services Hub enables customers to deploy enterprise and customer applications quickly, easily and affordably. Some of MobiData's existing products include:

Mobi Guard which allows the 'lock-down' of a mobile phone handset in the event that the phone is lost of stolen
Mobi SMS which allows for the filtering and filing of SMS messages to mobile devices
Mobi Pod providing a synchronisation process via a separate server wireless update
Mobi Anti-virus which is a server linked application with an anti-virus capability.

As mentioned above, Mobi has entered into an agreement with Radical Softnet Pvt Limited, a subsidiary of Telemart Communications, an Indian telecommunications company, for the roll-out of MobiData products to Indian consumers. The products included under the joint-venture arrangement are as follows:

· Mobi Guard
Mobi SMS
· Mobi Anti-virus.

4.3.2 FabFone

FabFone provides telephony (mobile and fixed via VoIP) services to homes and businesses. FabFone offers the following services through a range of packages:

VoIP is a service which allows customers to have voice conversations over the internet as though it were a normal telephone call. The VoIP system is linked to the traditional telephone systems network which permits this interconnectivity
Global System for Mobile communications (GSM) is a service which allows customers to use their phone internationally. GSM differs significantly from its predecessors in that both signals and speech channels are digital call quality
iPBX is a service which allows free calls between connected subscribers, call forwarding and parking.

The FabFone system enables customers to carry a single mobile handset which can make and receive calls using VoIP (via a wireless internet connection), or GSM.

4.4 Customers

Mobi's targeted customers include:

· individuals

small to medium enterprises
large enterprises.

Deloitte: Mobi Limited Independent Expert's Report

4.5 Management and personnel

Mobi's head office is located in South Melbourne, Victoria, Australia.

The following is a summary of selected key executive profiles:

Fabio Pannuti - Chairman

Fabio Pannuti has a significant level of operational and investment experience within numerous industries both internationally and within Australia. Since 2005, Fabio Pannuti has operated and developed FabFone Pty Limited, a business that packages emerging technologies to create a seamless connectivity within close user groups.

Garry Sholl-Director (Chief Executive Officer - post-transaction)

Garry Sholl has 25 years experience in the Australian telecommunications industry and is the founder of Sholl Communications (Aust) Pty Limited, a company specialising in the sale, installation and servicing of phones, telecommunications data, power security systems and networks.

4.6 Competitive position of Mobi

The following table sets out the strengths, weaknesses, opportunities and threats (SWOT) for Mobi.

Table 2: SWOT analysis

Strengths developed and proven technology ٠ strength in suppliers of products ٠ established access to capital markets ٠ developed business plan ٠ relationship with Sholl and Radical Softnet	Weaknesses small business relative to competitors ٠ no patents over technology ٠ requires capital to continue funding ٠ implementation of its business plan
Threats	Opportunities
entry of large corporate with scale into the market as a competitor	rollup of additional businesses to achieve ٠ scale
failure to successfully integrate acquired	cross-selling of products and services to

achievement of business plan while Mobi has an established business plan, there is a level of execution risk in being able to implement their business plan
successful acquisition of businesses as Mobi's growth plans are heavily reliant on the successful acquisition of business, Mobi will need to ensure that these business can be identified and acquired at reasonable value

• successful integration of acquired businesses - as Mobi's growth plans are heavily reliant on the successful acquisition of business, Mobi will need to ensure that these business are successfully integrated.

4.8 Capital structure and Shareholders

As at 31 December 2006 Mobi had 1.76 billion ordinary shares on issue.

The shares currently on issue do not include the 750 million shares offered as Consideration under the Proposed Transaction, nor does it include the 800 million shares offered as consideration for the One Network Pty Limited acquisition.

Additionally, as at 31 December 2006 Mobi had the following options on issue, all of which are substantially out of the money:

Table 3: Options on issue

	Number of options (million)	Exercise price (cents)	Expiry date
First tranche	24.0	1.0	31 December 2007
Second tranche	5.0	1.6	31 December 2007
Third tranche	6.8	2.2	31 December 2007
Fourth tranche	907.8	1.0	30 September 2008
Fifth tranche	100.0	2.0	31 December 2008
Sixth tranche	229.3	1.0	31 December 2008

Source: Mobi

4.9 Share price performance

A summary of Mobi's recent share price performance is provided in Table 3 below.

Table 4: Mobi's quarterly share price information

Quarter end date	High (\$)	Low $(S)$	Last Trade (\$)	Volume (million)
31 March 2006	0.012	0.004	0.005	245.6
30 June 2006	0.007	0.005	0.005	97.1
30 September 2006	0.008	0.005	0.007	297.6
31 December 2006	0.009	0.005	0.008	258.5
31 March 2007	0.007	0.005	0.007	442.1

Despite the fact that there are 1.76 billion ordinary shares on issue, average daily volume over the past six months was 7.3 million, representing 0.4% of the capital on issue, and therefore we consider that the shares in the company are relatively thinly traded.

However at this stage of the company's development, it possibly reflects the market's views as to the company's prospects, in particular its stated objective of acquiring businesses which complement its FABfone business.

20 Deloitte: Mobi Limited Independent Expert's Report

21 Deloitte: Mobi Limited Independent Expert's Report

These share price movements and trading volumes are presented graphically in the figure below.

Figure 4: Mobi stock activity on ASX

Source: Bloomberg

4.10 Financial performance

The audited financial results of Mobi for the periods ended 30 June 2005 and 30 June 2006, and the unaudited results for the six months ended 31 December 2006 are summarised in the table below.

Table 5: Financial results

DRIVE OF FIRMINISH IN DISTING
	Actual	Actual	Actual
	June 2005	June 2006	December 2006
	(S'000)	(S'000)	(S'000)
	12 months	12 months	6 months
Trading revenue	33.0	24.4	62.7
Revenue growth (%)		$-26%$	n/a
Expenses	(3,273.0)	(1.937.4)	(1.054.2)
EBITDA	(3.240.0)	(1.913.0)	(991.5)
Depreciation and amortisation	(3.8)	(17.9)	(15.8)
EBIT	(3.243.8)	(1.930.9)	(1,007.3)
Net interest revenue	12.9	7.3	4.8
Profit / (loss) before tax	(3.230.9)	(1.923.7)	(1.002.5)

Source: Mobi Annual Report for the year ended 30 June 2006, and Half-Year Report for 31 December 2006

Mobi's revenue is being built up from the existing MobiData operations following a change in management during the financial year ended 30 June 2006. The new management has also significantly reduced the business expenditure.

The incorporation of FabFone Pty Limited for the 6 months ended 31 December 2006 has increased business revenue. For the nine months ended 31 March 2007, FabFone Pty Limited has contributed total revenue of approximately \$42,000 from a small number of clients.

4.11 Financial position

The audited and reviewed statements of financial position of Mobi as at 30 June 2006 and 31 December 2006 respectively are summarised in the table below.

Table 6: Financial position

	June 2006 audited (5'000)	December 2006 unaudited (5'000)
Cash	320.8	717.0
Receivables	18.8	92.4
Other current assets	23.0	69.8
Total current assets	362.6	879.1
Property, Plant & Equipment	74.3	152.5
Intangible assets	0.0	5,113.2
Total non-current assets	74.3	5,265.7
Payables	247.8	267.9
Provisions	6.2	22.9
Total current liabilities	254.0	290.8
Net assets	182.8	5,854.0
Net tangible assets	182.8	740.7

Source: Mobi Annual Report for the year ended 30 June 2006, and Half-Year Report for 31 December 2006

During the six months to 31 December 2006 Mobi acquired FabFone Pty Limited for a total acquisition cost of \$5,075,000, which was funded by way of an issue of Mobi shares.

As a result of the acquisition of FabFone, a significant amount of goodwill has been recorded in the statement of financial position.

In relation to the cash balance at 31 December 2006, we note that Mobi:

has continued to incur costs as it implements its business plan
generated a small amount of revenues, primarily through the sale of FABfone products
as announced to the ASX on 11 May 2007, issued convertible notes at a conversion price of \$0.007 a share in order to raise cash of approximately \$600,000.

22 Deloitte: Mobi Limited Independent Expert's Report

Profile of Sholl

Sholl is a privately owned full service telecommunications company, which was founded by Garry Sholl in 1986. Sholl's main business units include:

new phone systems
refurbished phone systems
headsets and accessories
mobile, cordless and VoIP phones
home and business security systems
broadband

• computer and office equipment.

5.1 Company history

Figure 5: Company history

2007 · Mobi announces acquisition of Sholl in March · Established offices in Adelaide 2006 2003 • Opened offices in Sydney and Brisbane 2002 · Expanded product offerings to include AVAYA phone systems 2000 · Moved to West Melbourne 1999 • Raised capital via the appointment of a new business partner Malcolm Lewis · Secured licence to offer Telstra products 1995 1994 • Moved to North Melbourne 1990 • Added cabling services to their existing services offering 1989 • Moved to South Melbourne offices 1986 Garry Sholl established Sholl $\bullet$

Source: Sholl

5.2 Legal structure

Figure 3 below sets out a simplified group structure for Sholl.

Figure 6: Sholl group structure

Source: Sholl

The principal operations of each of the companies in the Sholl group are discussed below.

Sholl

Sholl is responsible for the operations of the business, including:

the sale, repair and maintenance of PABX phone systems
the Telstra dealership
the installation, repair and maintenance of security systems
· sales of telecommunications peripherals
management of all of Sholl's licences.

Sholl Business Systems Pty Limited

Sholl Business Systems Pty Limited is responsible for the following:

· sales of all refurbished PABX phone systems
repair, service and maintenance of all refurbished phone systems.

5.3 Products and services

Sholl offers the following products and services:

new phone systems VoIP phone systems, small office telephone systems and phone equipment
refurbished phone systems pre-owned handsets and refurbished equipment
headsets and accessories a variety of brands of headsets and accessories
mobile, cordless and VoIP phones distribution and sales of phones, including the management of mobile phone accounts via a Telstra Mobile Dealership
home and business security systems the provision of security solutions to residential and business customers

Deloitte: Mobi Limited Independent Expert's Report

broadband distribution of broadband services via a Telstra Dealership
computer and office equipment.

5.4 Customers

Sholl's targeted customers include:

small to medium enterprises
large enterprises.

5.5 Suppliers

Sholl is an authorised dealer for the following telecommunications products:

· AVAYA
· Alcatel
Samsung
· Aristel
· Telstra
Krone
Clipsal

5.6 Management and personnel

Sholl has approximately 80 full-time staff and operates in Melbourne, Sydney, Brisbane and Adelaide. Additionally, Sholl has licensed partners in Perth, Hobart, Canberra and Darwin. Through this network of dealers, Sholl is able to provide national coverage, which is important to some larger clients which have multi-state operations. Sholl is Avaya's only full service national dealer.

The following is a summary of selected key executive profiles:

Garry Sholl - Managing Director

Garry Sholl will become the CEO of Mobi should the Proposed Transaction proceed.

Malcolm Lewis - Director

Malcolm Lewis has over 20 years of experience in the Australian telecommunications and has assisted Garry Sholl operate Sholl for several years.

Malcolm will become the General Manager of Operations of Mobi should the Proposed Transaction proceed.

5.7 Competitive position of Sholl

Table 7 below sets out the SWOT for Sholl.

Table 7: SWOT analysis

established market presence. ٠ established customer base full-service telecommunications provider ٠ proven business plan- ٠ established Telstra dealership ٠	heavy reliance on suppliers for networks and ٠ infrastructure reliance on supplier pricing e.g. Telstra ٠ reliance on key personnel for business ٠ operation
established customer relationships
Threats	Opportunities

26 Deloitte: Mobi Limited Independent Expert's Report

5.8 Financial performance

The unaudited financial results of Sholl for the years ended 30 June 2003 to 30 June 2006 and the unaudited financial results for the six months ended 31 December 2006 are summarised in the table below.

		able 8: Financial results

	Actual June	Actual June	Actual June	Actual June	Actual
	2003	2004	2005	2006	December 2006
	(\$'000)	(S'000)	(5'000)	(S'000)	(S'000)
	12 months	12 months	12 months	12 months	6 months
Trading revenue Revenue growth (%)	3.226.2	3.995.5 23.8%	3.341.5 $-16.4%$	3,612.2 8.1%	1.959.8
Gross Profit	1.812.6	1.932.3	1.746.3	1,923.5	1.121.2
Gross profit margin (%)	56.2%	48.4%	52.3%	53.2%	57.2%
Expenses	(1,601.8)	(1.828.3)	(1.642.0)	(1,452.1)	(879.8)
EBITDA	210.8	104.0	104.3	471.4	241.4
EBITDA margin (%)	6.5%	2.6%	3.1%	13.0%	12.3%
Depreciation and amortisation EBIT	(65.1) 145.7	(69.3) 34.6	(36.5) 67.8	(48.7) 422.6	(25.0) 216.4
Net interest	9.7	36.4	(4.6)	13.1	14.8
Profit before tax	155.4	71.1	63.2	435.7	231.2

Source: Sholl

Sholl's revenue reduced in the 2005 and 2006 financial years as a result of the acquisition and subsequent demerger of Essential Concepts Pty Limited.

The depreciation expense for the six months ended 31 December 2006 is an estimate based on historic levels of depreciation.

Historically Garry Sholl and Malcolm Lewis have been remunerated at market rates for their activities within the business. We understand that a similar market based level of remuneration is expected to continue into the future as part of the Mobi group if the Proposed Transaction proceeds.

The EBIT and EBITDA presented in Table 3 above are affected by a number of unusual. non-recurring items identified by Sholl. In Table 4 we have made adjustments for these items to present a normalised level of EBITDA and EBIT.

Table 9: Adjusted results

Lennie al Wellester Learnts
	Actual June 2003 (S'000) 12 months	Actual June 2004 (S'000) 12 months	Actual June 2005 (S'000) 12 months	Actual June 2006 (S'000) 12 months	Actual December 2006 (S'000) 6 months

Reported EBITDA	210.8	104.0	104.3	471.4	241.4
One off adjustments	63.2	21.4	12.1	19.0	48.0
Normalisation adjustments	86.7	180.2	71.0	110.5	16.7
Adjusted EBITDA	360.7	305.5	187.4	600.8	306.1
Depreciation and amortisation	(65.1)	(69.3)	(36.5)	(48.7)	(25.0)
Adjusted EBIT	295.6	236.2	150.9	552.1	281.1
Adjusted EBIT Margin	9.2%	5.9%	4.5%	15.3%	14.3%

Source: Sholl

As mentioned above, normalisation adjustments have been made by Sholl, to the historical earnings to reflect the following:

one-off adjustments which relate to expenses that are unlikely to be incurred in future income years
normalisation adjustments which relate to expenses that were the result of abnormal events e.g. the merger and subsequent demerger of Essential Concepts Pty Limited.

We have reviewed the nature and amount of these adjustments to assess their reasonableness. In particular, we have looked at the resultant adjusted EBIT margin and compared these margins to that of similar companies as set out in Appendix 2.

We consider these normalisation adjustments to be reasonable for the purposes of our valuation.

Deloitte: Mobi Limited Independent Expert's Report

5.9 Financial position

The unaudited statements of financial position of Sholl as at 30 June 2006 and 31 May 2007 (latest available) are summarised in the table below.

Table 10: Balance sheets - Sholl

	June 2006 unaudited (S'000)	May 2007 unaudited (\$'000)

Assets
Trade debtors	417.2	448.3
Unpaid beneficiary entitlements	187.5	0.0
Stock on hand	45.0	110.0
Total current assets	649.7	558.3
Advances to other related entities	342.4	0.0
Property, Plant & Equipment	220.0	283.4
Intangibles	2.8	402.7
Total non-current assets	565.2	686.1
Liabilities
Bank overdraft	166.9	181.9
Unpaid beneficiary entitlements	0.0	29.5
Trade creditors	563.8	499.1
Withholding taxes payable	27.1	18.9
Other payables	71.5	0.0
Good and services tax	12.2	13.4
Total current liabilities	841.5	742.8
Loans from other related entities	7.9	0.0
Hire purchase liability	245.4	151.9
Loans - bank	142.9	130.9
Loan Shareholders/Unitholders	0.0	217.7

Total non-current liabilities	396.2	500.4
Net assets	(22.8)	1.2

Source: Sholl

In relation to the above Balance Sheet for Sholl we note the following:

Sholl's major assets related to net working capital reflecting the fact that it is primarily a service business
stock on hand mainly relates to second hand telephone systems purchased by Sholl which are then resold to customers seeking an inexpensive system, as well as for spare parts
intangible assets primarily comprise goodwill relating to a recent acquisition by Sholl
· advances and loans to/from other related parties related parties will be paid out of the \$1 million cash consideration.

Valuation methodology 6

To estimate the fair market value of the shares in Mobi, and the value of Sholl, we have considered common market practice and the valuation methodologies recommended by ASIC Practice Note 43 regarding valuation reports of independent experts. These are discussed below.

6.1.1 Market based methods

Market based methods estimate a company's fair market value by considering the market price of transactions in its shares or the market value of comparable companies. Market based methods include:

capitalisation of maintainable earnings
analysis of a company's recent share trading history
· industry specific methods.

The capitalisation of maintainable earnings method estimates fair market value based on the company's future maintainable earnings and an appropriate earnings multiple. An appropriate earnings multiple is derived from market transactions involving comparable companies. The capitalisation of maintainable earnings method is appropriate where the company's earnings are relatively stable.

The most recent share trading history provides evidence of the fair market value of the shares in a company where they are publicly traded in an informed and liquid market.

Industry specific methods estimate market value using rules of thumb for a particular industry. Generally rules of thumb provide less persuasive evidence of the market value of a company than other valuation methods because they may not account for company specific factors.

6.1.2 Discounted cash flow methods

Discounted cash flow methods estimate market value by discounting a company's future cash flows to a net present value. These methods are appropriate where a projection of future cash flows can be made with a reasonable degree of confidence. Discounted cash flow methods are commonly used to value early stage companies or projects with a finite life.

6.1.3 Asset based methods

Asset based methods estimate the market value of a company's shares based on the realisable value of its identifiable net assets. Asset based methods include:

orderly realisation of assets method
· liquidation of assets method
net assets on a going concern basis.

The orderly realisation of assets method estimates fair market value by determining the amount that would be distributed to Shareholders, after payment of all liabilities including realisation costs and taxation charges that arise, assuming the company is wound up in an orderly manner.

Deloitte: Mobi Limited Independent Expert's Report

The liquidation method is similar to the orderly realisation of assets method except the liquidation method assumes the assets are sold in a shorter time frame. Since wind up or liquidation of the company may not be contemplated, these methods in their strictest form may not necessarily be appropriate. The net assets on a going concern basis method estimates the market values of the net assets of a company but does not take account of realisation costs.

These asset based methods ignore the possibility that the company's value could exceed the realisable value of its assets as they ignore the value of intangible assets such as customer lists, management, supply arrangements and goodwill. Asset based methods are appropriate when companies are not profitable, a significant proportion of a company's assets are liquid, or for asset holding companies.

6.2 Selection of valuation methodologies

We are of the opinion that the most appropriate methodology to value Sholl is the capitalisation of future maintainable earnings due to the following factors:

Sholl has shown a consistent pattern of historical earnings which is expected to continue in future
there is an adequate number of publicly listed companies with operations sufficiently similar to those of Sholl to provide meaningful analysis
Sholl does not have a finite lifespan nor is it required to undertake significant capital expenditure in the near future
there are no reliable long-term cash flow forecasts thus the discounted cash flow method is not appropriate.

We are of the opinion that the most appropriate methodology to value Mobi is an analysis of recent share trading due to the following factors:

there are no reliable budgets or long-term cash flow forecasts thus the discounted cash flow method is not appropriate
Mobi announced the acquisition of FabFone Pty Limited on 21 August 2006 by way of issue of shares in Mobi (completed 6 October 2006)
whilst the company's share price appears thinly traded, it represents the best information available
the Mobi share price does not appear to have significantly changed as a result of the announcement of the Proposed Transaction on 1 March 2007
Mobi has undertaken a number of recent capital raisings
Mobi's interim financial statements for the six months ended 31 December 2006 were released to the market on the 28 February 2007
Mobi has kept the market updated regarding its strategic direction and any relevant developments.

Valuation of Sholl 7

In this section we set out our assessment of the value of 100% of the equity in Sholl, on a control basis. We have valued Sholl using the capitalisation of future maintainable earnings multiple approach. We believe that this methodology is the most appropriate approach given:

Sholl has shown a consistent pattern of historical earnings which is expected to continue in future
there is an adequate number of publicly listed companies with operations sufficiently similar to those of Sholl to provide meaningful analysis
Sholl does not have a finite lifespan nor is it required to undertake significant capital expenditure in the near future
there are no reliable long-term cash flow forecasts thus the discounted cash flow method is not appropriate.

We have assessed the fair market value of 100% of the equity in Sholl on a control basis, to be in the range from \$4.1 million to \$4.7 million using the capitalisation of maintainable earnings method.

7.1 Capitalisation of maintainable earnings

The capitalisation of maintainable earnings method estimates fair market value by capitalising future earnings using an appropriate multiple, adding any surplus or nonoperating assets, and applying a premium for control. To value Sholl using the capitalisation of maintainable earnings requires the determination of the following:

an estimate of future maintainable earnings
an appropriate earnings multiple
the value of any surplus assets
the level of net debt outstanding
an appropriate premium for control.

Our considerations on each of these are discussed separately below.

7.1.1 Future maintainable earnings

Future maintainable earnings represent the level of maintainable earnings that the existing operations could reasonably be expected to generate. We have selected EBIT as an appropriate measure of earnings for Sholl because earnings multiples based on EBIT are less sensitive to different financing structures and effective tax rates than multiples based on NPAT, and partially take account of different capital expenditure requirements, which are ignored by multiples of EBITDA. This allows a better comparison with earnings multiples of other companies.

After considering various normalisation adjustments, we have estimated Sholl's stand alone future maintainable EBIT to be in the order of \$550,000, prior to considering any potential increase in earnings a pool of hypothetical purchasers may be able to achieve.

Deloitte: Mobi Limited Independent Expert's Report

We would expect a potential acquirer of Sholl to be an existing participant in the Australian telecommunications industry. We expect such an acquirer would be able to cross-sell its existing products and services to Sholl's customers, which would result in increased revenues and profitability for the Sholl business. Mobi is one such acquirer, and expects to derive significant benefit from being able to access Sholl's customers.

Further details of the synergy benefits associated with the Proposed Transaction are discussed below.

7.1.2 Comparable multiples

For the purposes of assessing the value of Sholl, we have determined an earnings multiple in the range from 8 to 9 times EBIT, on a control basis.

In selecting these earnings multiples we have considered:

earnings multiples derived from share market prices of comparable listed companies
prices achieved in mergers and acquisitions of comparable companies.

These are discussed separately below.

Market trading multiples

The share market valuation of listed companies provides evidence of an appropriate earnings multiple for Sholl. The share price of a listed company represents the market value of a minority interest in that company.

We have compiled share market trading multiples for companies comparable to Sholl. These companies, together with their earnings multiples, are summarised in the following table.

Table 11: Farnings multiples - market trading

Company	Currency	Enterprise value (S'm)	EBIT times (Historic)	EBIT times (Forecast)

Service Stream Limited	AUD	244.9	12.5	7.2
BSA Limited	AUD	116.7	10.7	n/m
Amcom Telecommunications Limited	AUD	112.4	47.0	15.6
Cellnet Group Limited	AUD	55.9	6.1	n/m
M2 Telecommunications Group	AUD	37.1	13.1	n/m
Commander Communications Limited	AUD	328.6	15.2	5.1
Sp Telemedia Limited	AUD	447.2	41.8	10.9
Low			6.1	5.1
High			47.0	15.6
Average			20.9	9.7

Source: Bloomberg

Note:

$1.$ $n/m$ - not meaningful

33

Specific details regarding the above companies and the calculation of the earnings multiples are provided at Appendix 3.

General comments regarding the multiples and operations of the above companies are listed below:

enterprise values were calculated by summing the total of the net borrowings at each company's most recent reporting date and the market capitalisation at 28 June 2007. Historical earnings were taken from the last annual report
the comparable companies have higher capital intensity and therefore the EBIT multiple is impacted by a higher depreciation expense than that of Sholl
many of the above companies are considerably larger than Sholl. In general, larger companies have higher earnings multiples than smaller companies
many of the above companies have diversified business operations compared to Sholl. Accordingly, these companies face a number of different opportunities and risks compared to companies, such as Sholl.

The following figure summarises the historical and forecast market trading multiples for the above comparables:

Figure 7: Summary - historical market trading multiples

Source: Bloomberg and Deloitte Corporate Finance analysis

Merger and acquisition multiples

The price achieved in mergers or acquisitions of comparable companies provides evidence of an appropriate earnings multiple for Sholl. The acquisition price of a company represents the market value of a controlling interest in that company. The difference between the market value of a controlling interest and a minority interest is referred to as the premium for control.

34 Deloitte: Mobi Limited Independent Expert's Report

We compiled merger and acquisition multiples for companies comparable to Sholl. These companies, together with their earnings multiples, are summarised in the following table.

Table 12: Earnings multiples - mergers and acquisitions

Company	Acquired by	Effective date	Currency	Enterprise value (S'm)	Historical EBIT multiple
PowerTel Limited	Telecom Corporation of New Zealand Limited	1/5/2007	USD	248.6	42.1
Service Stream Limited	Total Communications Infrastructure Limited	19/12/2006	USD	53.3	9.9
Volante Group Limited	Commander Communications Limited	31/5/2006	AUD	129.0	11.5
Low High Median Average					9.9 42.1 11.5 21.2

Source: Merger Market

Specific details regarding the above companies and the calculation of the merger and acquisition earnings multiples are provided at Appendix 3.

General comments regarding the multiples and operations of the above companies are listed below:

enterprise values were calculated by summing the total of the net borrowings at each company's most recent reporting date and the market capitalisation at the time of the transaction. Earnings were taken from the last annual report
Australian studies indicate the premiums required to obtain control of companies range between 20% and 40% of the portfolio holding values
both the bidders and the targets in each of the above transactions are involved in various aspects of the Australian telecommunications industry.

Selected Multiple

In selecting an appropriate multiple to apply to Sholl's future maintainable EBIT we have considered the following:

the trading multiples of comparable listed companies
the transaction multiples associated with comparable companies
the relative size of Sholl relative to the comparable companies
· Sholl's business operations relative to the more diversified operations of the comparable companies
Sholl's relatively lower level of depreciation as a proportion of EBIT, in comparison to comparable companies
the level of synergies we would expect a pool of hypothetical purchasers to be able to obtain from acquiring Sholl.

As a result of these factors, we have selected a multiple of 8 to 9 times EBIT on a controlling basis, to apply to Sholl.

Surplus assets

Surplus assets are those assets owned by a company that are surplus to its main operating activities, such as unused property, loans or investments. Such assets should be valued separately from the main operating activities of the company, after adjusting operating results to remove the net-income or expense provided by the surplus assets.

We understand that Sholl does not have any surplus assets.

Net debt

Sholl's balance sheet as set out in Table 10 above indicates the following amounts of debt:

$-$ Bank loan: \$130.900
Bank overdraft: \$181,900. This is used to finance inventory and fluctuates weekly as stock is bought and sold. We have been advised that on average the overdraft is in the order of \$100,000 during the year
Hire purchase liabilities: \$151,900. This relates to financing of motor vehicles. Sholl has recorded as an expense the repayments on these liabilities in determining its EBIT.

Based on the above analysis, for valuation purposes, we have estimated Sholl's net debt to be in the order of \$300,000. We have not included any allowance for the hire purchase liabilities since their impact has already been considered in our selected level of future maintainable EBIT.

7.1.3 Conclusion – Value of Sholl

The value of Sholl derived from the capitalisation of maintainable earnings method is summarised below.

Table 13: Implied value of Sholl - capitalisation of maintainable earnings method

		Low value	High value
Maintainable earnings (EBIT)	(S'000)	550.0	550.0
Selected Earnings multiple	times	8.0	9.0
Enterprise value	(S'000)	4,400.0	4,950.0
Less: Net debt	( \$'000)	(300.0)	(300.0)
Equity value (on a control basis)	(S'000)	4,100.0	4,650.0
Deloitte's assessed equity value		4,100.0	4.700.0

Source: Deloitte Corporate Finance analysis

Deloitte: Mobi Limited Independent Expert's Report

Valuation of the Proposed Merged Entity

8.1 Introduction

In this section we have estimated the fair market value of the shares in the Proposed Merged Entity. This valuation has been performed on a minority interest basis because Mobi shareholders will effectively continue to own a minority interest in the proposed merged entity.

8.2 Valuation approach

Since Sholl's shareholders will be receiving scrip in the Proposed Merged Entity we have valued the scrip consideration based on our assessed fair market value of a share in the Proposed Merged Entity.

We have valued the Proposed Merged Entity using a "sum of the parts" approach. We have utilised the recent market price for Mobi to estimate the fair market value of the existing Mobi business, and the capitalisation of future maintainable earnings methodology to estimate the fair market value of the Sholl business.

8.3 Contribution of the value of Mobi's business to the Proposed Merged Entity

Deloitte Corporate Finance has estimated the fair market value of a Mobi share before the Proposed Transaction to be in the range from 0.5 cents to 0.7 cents, on a liquid minority basis, based on the analysis of Mobi's share trading history to 1 March 2007.

8.3.1 Analysis of recent share trading

The market can be expected to provide an objective assessment of the fair market value of a listed entity, where the market is well informed and liquid. Market prices incorporate the influence of all publicly known information relevant to the value of an entity's securities.

Whilst there was relatively thin trading in Mobi shares in the past 12 months, we believe that the share price is an appropriate measure of the fair market value of Mobi's shares for the following reasons:

there are no reliable budgets or long-term cash flow forecasts thus the discounted cash flow method is not appropriate
Mobi has undertaken a number of recent capital raisings at 0.5 cents a share
Mobi's interim financial statements for the six months ended 31 December 2006 were released to the market on the 28 February 2007
Mobi's audited financial statements for the year ended 30 June 2006 were released to the market on the 29 September 2006
Mobi has kept the market updated regarding its strategic direction and any relevant developments.

Accordingly we believe that it is reasonable to assume that the share price represents an objective assessment of the value of Mobi's shares.

Mobi's share price ranged from 0.5 cents to 0.9 cents per share for the six months prior to the announcement of the Proposed Transaction on 1 March 2007. In the two months prior to the announcement of the Proposed Transaction (i.e. January and February 2007), Mobi's share price ranged from 0.6 cents to 0.7 cents per share. Since 1 March 2007, Mobi's share price has mainly ranged from 0.5 cents to 0.7 cents, except for a short period in late March 2007 to mid April 2007 when the share price traded at up to 0.9 cents, apparently on account of revised revenue forecast from the Indian operations. These share prices are on relatively small volumes.

Based on the above analysis, we consider that the same assessed range of values for a Mobi share, in the range from 0.5 cents to 0.7 cents to be appropriate in assessing the contribution of the existing Mobi business to the value of the Proposed Merged Entity.

8.4 Contribution of the value of Sholl to the Proposed Merged Entity

We have estimated the fair market value of Sholl to be in the range of \$4.1 million and \$4.7 million on a control basis.

Listed companies tend to trade at a discount to the observed value of controlling interests (i.e. takeover or control premiums). A discount for lack of control is the reverse of a control premium. Australian studies indicate the premiums required to obtain control of companies range between 20% and 40% of the portfolio holding values. A minority interest discount is the inverse of a premium for control (minority interest discount = $1 [1/(1+control\,prime)]$ and generally ranges between 15% and 30%.

Whilst Mobi is acquiring 100% of the equity in Sholl if the Proposed Transaction proceeds, individual Mobi shareholders will not control Sholl but will hold a minority interest in the proposed merged entity. Accordingly we have reduced our assessed value of 100% of the equity in Sholl by 20% in considering the contribution of the Sholl business to the Proposed Merged Entity.

Deloitte: Mobi Limited Independent Expert's Report

8.5 Implied value of the Proposed Merged Entity

Based on the above "sum of the parts" approach, we have assessed the fair market value of a share in the Proposed Merged Entity to be in the range from 0.48 cents to 0.64 cents cents, as summarised in the table below the implied value of the Proposed Merged Entity.

Table 14: Implied value of Proposed Merged Entity - sum of the parts method

		Low value	High value

Number of Mobi shares currently on issue	Smillion	1.800	1,800
Assessed value of a Mobi share	cents	0.5	0.7
Value of Mobi	Smillion	9.0	12.6
Value of Sholl - control basis	Smillion	4.1	4.7
Less: minority discount	96	20%	20%
Value of Sholl - listed minority basis	Smillion	3.28	3.72
Combined value of Mobi and Sholl - listed minority basis	Smillion	12.28	16.32
Number of Mobi shares on issue after the Proposed Transaction occurs	Smillion	2.550.0	2.550.0
Implied value per Mobi share	cents	0.48	0.64

Source: Deloitte Corporate Finance analysis

This range of assessed values for the Proposed Merged Entity is consistent with Mobi's recent share price trading since the announcement of the Proposed Transaction.

$\boldsymbol{Q}$ Valuation of Consideration

In this section we have estimated the fair market value of the Consideration offered under the Proposed Transaction. As mentioned above, the Consideration under the Proposed Transaction includes:

750 million ordinary shares in the proposed merged entity (Scrip Consideration)
180 million unlisted options in the proposed merged entity with an exercise price of 1.5 cents and an expiry of 31 December 2008 (Options Consideration)
\$1 million cash (Cash Consideration).

As Mobi is currently loss making and does not have any long term forecasts or projections, we have estimated the value of the consideration to be issued with reference to Mobi's recent share price history.

The Mobi share price appears, in part to reflect the market's expectation that Mobi will issue scrip to acquire profitable businesses which compliment its existing FABfone business. The proposed acquisition of Sholl is consistent with Mobi's stated strategy.

We have assessed the fair market value of the Consideration to be in the range from \$4.7 million to \$5.9 million as set out below.

9.1 Value of Scrip Consideration

Under the Proposed Transaction, Sholl shareholders will be issued with 750 million Mobi shares, which represents 42% of current issued capital and approximately 29% of issued capital after the Proposed Transaction (before considering the impact of other acquisitions and capital raisings, which are not part of the Proposed Transaction). It is understood that these shares issued will vest immediately and will not have any hurdles or other conditions attached.

Based on the issue of 750 million shares we have therefore assessed the fair market value of the Scrip Consideration to be in the range from \$3.6 million to \$4.8 million.

Impact of unlisted options

We have not adjusted the number of shares outstanding of 1,768.7 million to take account of the dilutive effect of options. This is because, while there are a significant number of options outstanding, they are not in the money and the share price should sufficiently reflect this potential dilution.

Deloitte: Mobi Limited Independent Expert's Report

$40$

Conclusion - Fair market value of Scrip Consideration

The fair market value of the Scrip Consideration, based on our assessed fair market value for a Mobi share is summarised in the following table.

Table 15: Valuation of Scrip Consideration

	Low value	High value
Fair market value per share - unadjusted (cents) Number of ordinary shares issued under Scrip Consideration (million)	0.48 750.0	0.64 750.0
Fair market value of Scrip Consideration (\$'000)	3,600.0	4,800.0

Source: Deloitte Corporate Finance analysis

9.2 Value of Options Consideration

Under the Proposed Transaction, Sholl shareholders will receive 180 million unlisted options in Mobi with an exercise price of 1.5 cents and an expiry of 31 December 2008. Given an exercise price of 1.5 cents, these options are substantially out of the money and therefore do not have any intrinsic value.

It is understood that the options will vest immediately and will not have any hurdles or other conditions attached.

We have valued the options using the Black-Scholes options pricing model which estimates the value of the Options Consideration to be approximately \$50,000.

The table below summarises the terms of the options referred to as Options Consideration.

Table 16: Summary of proposed new Mobi Options

Term	Description
Dividends	Option holders are not entitled to receive dividends
Number of options	Each option granted creates a right over one fully paid ordinary share in Mobi
Grant date	Grant date is to be determined - we have assumed 1 July 2007
Vesting	Each Mobi option will vest immediately
Tradability	The Mobi Options will be unlisted and non tradeable
Transferability	Mobi option holders may transfer the options to an associate or related party of the holder
Hurdles	None
Expiry Date	31 December 2008 (1.5 years)

Source: Mobi

9.2.1 Overview

A call option contract gives the holder the right, but not the obligation to purchase an underlying asset at a specified price at a specified time or during a specified period.

The market value of an option includes two components, the intrinsic value and the time value:

an option has a positive intrinsic value when the market value of equity is above the exercise price. If the market value of equity is equal to or less than the exercise price, then the intrinsic value of the option is zero as immediate exercise of the option would result in zero profit
the time value component of an option is a function of the time to the option's expiry, the expected future volatility of the underlying share, expected dividends and expected interest rates over the time period to the expiry of the option. It reflects the probability that the market value of equity may increase over time, thus increasing the value on exercise of the option.

An option over a share with a higher dividend yield will have a lower value than an option over an equivalent share with a lower dividend vield. This is because a high dividend yield creates a greater incentive to hold the share rather than the option when the option holder is not entitled to receive the dividends.

The value of an option is usually sensitive to the volatility of the underlying share price. Shares with a higher volatility measure are subject to greater fluctuations in price than shares with a lower volatility measure. Although a high volatility measure would indicate higher risk to a shareholder, a high volatility in the underlying shares makes call options more attractive, and of higher value to an option holder. This is because an option holder's downside risk is limited as they have the right to allow their options to expire unexercised, should the share price during the exercise period be lower than the option's exercise price. Hence, higher share volatility presents greater upside potential to an option holder without affecting the downside potential.

9.2.2 Selected option pricing method

We have selected the Black-Scholes option pricing model to value the options. This method is typically used to value 'plain vanilla' European options over shares (i.e. options that can be exercised only at maturity). It is also used to value American options (i.e. options that can be exercised prior to maturity) in circumstances where the value of holding the option at a given time is greater than the net present value of cashflows that would be generated by immediate exercise.

Deloitte: Mobi Limited Independent Expert's Report

Inputs to valuation methodology

In determining the market value of an option, the inputs to the Black-Scholes options pricing model are based on the specific factors set out in Table 16 above with the exception of the assumed volatility. We have selected an annualised volatility of 50% based on our professional judgement and experience in valuing options over early stage companies such as Mobi.

These inputs are summarised in the table below.

Table 17: Black-Scholes valuation model inputs and assumptions

Input	Mobi options
Number of options issued	180.0 million
Spot Price	0.7 cents
Exercise Price	1.5 cents
Continuously Compounded Risk Free Rate	6.0%
Dividend Yield	0%
Expected Life	1.5 years
Volatility	50%

Source: Deloitte Corporate Finance Analysis

The impact that each input to the pricing model has on the value of the options is shown in the table below:

Table 18: Impact of inputs on value of options

Input to pricing model	Relative value of input	Impact on option value
Exercise price
Expected life	Ť	÷
Spot price
Volatility	Ť
Dividend yield		s
Risk free interest rate

Source: Deloitte Corporate Finance analysis

Discount for lack of liquidity

The Black-Scholes option valuation model assumes that there is a liquid market for the Mobi options.

Unlisted securities sell at a discount to the sale value of listed securities. An investment is worth more if it is tradeable on a stock exchange as investors value liquidity. In practice, and from a review of restricted stock studies, liquidity discounts range between 10% and 30%.

In this regard we note that the Mobi options are unlisted and not assignable or transferable and therefore should attract a discount for lack of liquidity.

We have applied a discount for the lack of liquidity of 20% to the value of the Mobi options.

9.2.3 Conclusion – Value of Options Consideration

Therefore based on the above, we have assessed the value of the Options Consideration to be approximately \$50,000.

9.2.4 Cash Consideration

Under the Proposed Transaction, Sholl shareholders will also receive \$1.0 million in cash.

9.2.5 Conclusion – Fair market value of Consideration

We set out below our assessed fair market value of the Consideration receivable by Sholl's shareholders.

Table 19: Fair value of Consideration

	Low value (000)	High value (000)
Fair market value of Scrip Consideration	3,600.0	4,800.0
Fair market value of Options Consideration	50.0	50.0
Cash Consideration	1,000.0	1,000.0
Total fair market value of Consideration	4,650.0	5,850.0

Source: Deloitte Corporate Finance analysis

Based on the above analysis, the fair value of the consideration payable by Mobi to acquire 100% of the shares in Sholl, is in the range from \$4.7 million to \$5.9 million.

$44$ Deloitte: Mobi Limited Independent Expert's Report

10 Evaluation and conclusion

In accordance with ASIC Policy Statement 74 the Proposed Transaction should be judged in all circumstances of the proposal. On this basis, in our opinion the Proposed Transaction is fair and reasonable. In arriving at this opinion, we have had regard to the following factors:

Valuation Assessment

We have assessed the value of 100% of the equity in Sholl to be in the range from \$4.1 million to \$4.7 million on a controlling basis. We have assessed the value of the consideration payable to acquire Sholl to be in the range from \$4.7 million to \$5.9 million. Whilst these valuations ranges overlap slightly, the mid-point of our assessed range of values for Sholl is lower than the mid-point of our assessed range of values for Mobi

We have valued Sholl using the capitalisation of future maintainable earnings methodology. We have valued the scrip component of the consideration payable to acquire Sholl based on our assessment of the value of the Proposed Merged Entity, having regard to Mobi's share price trading history.

Advantages of the Proposed Transaction

The likely advantages to Mobi Shareholders if the Proposed Transaction is approved include:

Achievement of business plan objectives

The acquisition of Sholl fulfils the goal of Mobi's stated business plan to acquire profitable established telecommunications businesses.

Increased likelihood of Mobi becoming cash flow positive

The potential for an increase in profits will increase the likelihood of a dividend payment from Mobi.

However, it should be noted that the consolidation of Sholl's profits into Mobi may not be enough to make Mobi profitable in the short term.

Possibility of obtaining synergies

These possible incremental revenues and costs savings reflect synergy benefits to Mobi.

45 Enables additional acquisitions

The acquisition of Sholl provides scale, which Mobi requires to make further business acquisitions and achieve their business plan.

In this regard we note that on 1 June 2007 Mobi announced it had agreed to acquire OneNetwork, a hosted VoIP company which complements Mobi's existing FABfone product.

Disadvantages of the Proposed Transaction:

The likely disadvantages to Mobi Shareholders if the Proposed Transaction is approved include:

Impact on the value of the Proposed Merged Entity

The value of the Proposed Merged Entity (i.e. combined value of Mobi and Sholl as though the Proposed Transaction had occurred) is slightly lower than our assessed range of values for a Mobi share. However the trading price of a Mobi share post announcement of the Proposed Transaction appears to be similar to the pre announcement trading price, indicating that market sentiment towards the Proposed Transaction is not negative.

Reliance on Sholl management

We understand that the ongoing operations of Sholl, once incorporated into Mobi, will be heavily reliant on the activities of Garry Sholl, who will be appointed CEO of Mobi, and Malcolm Lewis.

However, we note that both Garry Sholl and Malcolm Lewis will have significant equity stakes in Mobi following the Proposed Transaction and therefore will each have a vested interest in its success.

Shares not held in escrow

Cash consideration

The cash consideration associated with the Proposed Transaction of \$1 million will be a significant cash drain on the Mobi business.

Other matters

Value of a Mobi share if the Proposed Transaction is not approved

46 Deloitte: Mobi Limited Independent Expert's Report

Control Premium

Opinion

Appendix 1: Glossary

Reference	Definition

AFSL	Australian Financial Services Licence
ASIC	Australian Securities and Investments Commission
ASX	Australian Securities Exchange Limited
AUS	Australian Auditing Standards
Cash Consideration	\$1 million cash
CEO	Chief Executive Officer
CRM	Customer Relationship Management
Deloitte Corporate Finance	Deloitte Corporate Finance Pty Limited
EBIT	Earnings before interest and tax
EBITDA	Earnings before interest, tax, depreciation and amortisation
FICS	Financial Industry Complaints Service
FY	Financial year
GSM	Global System for Mobile communications
IBIS	IBIS World Pty Ltd
IER	Independent Experts Report
Independent Directors	Directors of Mobi who are not also directors of Sholl
Listing Rules	Chapter 10.1 of the ASX Listing Rules
Mobi	Mobi Limited
Non-associated Shareholders	Mobi non-associated shareholders
Notice of Meeting	Notice of the meeting to approve the Proposed Transaction
NPAT	Net profit after tax
NTA	Net tangible assets
OneNetwork	OneNetwork Pty Limited
Options Consideration	180 million unlisted option in Mobi with an exercise price of 1.5 cents and an expiry of 31 December 2008
Proposed Transaction	Mobi's offer to acquire all of the outstanding shares in Sholl
PS	ASIC Policy Statements
PS174	ASIC PS74: Acquisitions agreed to by shareholders
Scrip Consideration	750 million ordinary shares in Mobi
Section 606	Section 606 of the Corporations Act 2001
Section 611	Section 611 of the Corporations Act 2001
Shareholders	Existing holders of Mobi shares
Sholl	Sholl Communications (Aust) Pty Limited
SWOT	Strengths, weaknesses, opportunities and threats
VoIP	Voice over Internet Protocol

48 Deloitte: Mobi Limited Independent Expert's Report

Appendix 2: Comparable entities

Service Str BSA Limite Amcom Telecommu Limited Cellnet Gro M2 Telecon Group Commande Communic Sp Telemed

Average

Source: Bloomberg Note:

The following table provides analysis of companies with comparable activities to Mobi:

	Table 20: Earnings multiples - market trading

	Currency	Enterprise value (S'm)	Market capitalisation (S'm)	EBIT times (Historic)	EBIT margin (%)	EBIT times (Forecast)

eam Limited	AUD	244.9	256.7	12.5	25.3	7.2
êď	AUD	116.7	114.4	10.7	8.3	n/m
	AUD	112.4	113.9	47.0	7.7	15.6
mications
xup Limited	AUD	55.9	47.8	6.1	1.6	n/m

mmunications	AUD	37.1	41.2	13.1	8.6	n/m
'n. ations Limited	AUD	328.6	347.7	15.2	5.3	5.1
dia Limited	AUD	447.2	364.7	41.8	7.5	10.9
				20.9		9.7

n/m - not meaningful

We provide the descriptions for each of the above comparables as follows:

• Service Stream Limited is a specialized fixed, wireless and broadband telecommunications service provider. The company acquires property, plans, approves, designs, constructs, installs, commissions, and provides ongoing maintenance for wireless communications facilities. The company also provides installation, construction and maintenance services for the telecom industry.

• BSA Limited is an Australian communications and technical services company primarily providing services to the telecommunications, broadcast and utilities sectors. The company's services include installation, repair, maintenance and support to its customers.

• Amcom Telecommunications Limited is a fibre optics telecommunications network carrier. The company offers a broadband network to provide integrated telecommunication and data services and high speed internet services to corporate and government clients in organizations based in the Central Business District.

• Cellnet Group Limited is a wholesale distributor of mobile phones and mobile phone accessories in Australia and New Zealand. The company distributes its products to manufacturers and supplies to major retailers and service providers. The company also distributes IT products such as PC's, digital cameras, scanners and printers.

• M2 Telecommunications Group Limited is a diversified telecommunications corporation focused exclusively on the small and medium sized enterprise market. The company offers a wide range of services, including fixed line voice, broadband, digital call management systems, and mobile services.

Commander Communications Limited markets, sells, rents and maintains business communication systems throughout Australia. The company's operations encompass data networking, voice and data solutions, web and e-business services, in addition to advisory, maintenance and financing services.
SP Telemedia Limited wholesales bandwidth and other telecommunications services. The company also delivers a full range of telecommunications products and services to home and business consumers through its retail operations. In addition, SP Telemedia owns and operates NBN Television, with a service area located in the northern region of NSW and southeast Queensland.

50 Deloitte: Mobi Limited Independent Expert's Report

Appendix 3: Comparable transactions

2006.

-51

Below are the details of comparable market transactions, listed by target company.

• Volante Group Limited

Commander Communications Limited, the listed Australian provider of communications solutions and system integration services, acquired Volante Group Limited, the listed Australian provider of information and communications technology services, in May

• Service Stream Limited

Total Communications Infrastructure Limited, the listed Australian provider of technology infrastructure development services, acquired Service Stream Limited, the listed Australian provider of industrial services such as technological support, customer assistance and asset management capabilities, in December 2006

• PowerTel Limited

Telecom Corporate of New Zealand Limited, a New Zealand based telecommunications carrier acquired PowerTel Limited, an Australian telecommunications company, via a Scheme of Arrangement in May 2007

Appendix 4: Sources of information

In preparing this report we have had access to the following principal sources of information:

Audited financial statements for Mobi for the years ended 30 June 2005 and 30 June 2006
Interim financial statements for Mobi for the six months ended 31 December 2006
Annual report/s for Mobi for the year ended 30 June 2005 and 30 June 2006
Mobi company website
Financial statements for Sholl for the years ended 30 June 2004 to 30 June 2006
Financial statements for Sholl for the nine months ended 31 March 2007
Sholl company website
Publicly available information on comparable companies and market transactions published by ASIC. Thompson research. Bloomberg Financial markets, SDC Platinum and Mergerstat
IBISWorld company and industry reports

In addition, we have had discussions and correspondence with certain directors and executives, including Fabio Pannuti, Chairman of Mobi; and Garry Sholl, Managing Director of Sholl; in relation to the above information and to current operations and prospects.

Appendix 5: Qualifications, declarations and consents

The report has been prepared at the request of the Independent Directors of Mobi and is to be given to the non associated shareholders for their approval of the Proposed Transaction in accordance with Section 611. Accordingly, it has been prepared only for the benefit of the Independent Directors and non associated shareholders, to aid in their assessment of the Proposed Transaction outlined in the report and should not be used for any other purpose. Further, recipients of this report should be aware that it has been prepared without taking account of their individual objectives, financial situation or needs. Accordingly, each recipient should consider these factors before acting on the Proposed Transaction.

The report represents solely the expression of Deloitte Corporate Finance of its opinion as to whether the Proposed Transaction is fair and reasonable in relation to Chapter 10 of the ASX listing rules.

Statements and opinions contained in this report are given in good faith but, in the preparation of this report, Deloitte Corporate Finance has relied upon the information provided by the directors and executives of Mobi which Deloitte Corporate Finance believes, on reasonable grounds, to be reliable, complete and not misleading. Deloitte Corporate Finance does not imply, nor should it be construed, that it has carried out any form of audit or verification on the information and records supplied to us. Drafts of our report were issued to Mobi management for confirmation of factual accuracy.

Furthermore, recognising that Deloitte Corporate Finance may rely on information provided by Mobi and its officers and/or associates. Mobi has agreed to make no claim against Deloitte Corporate Finance to recover any loss or damage which Mobi may suffer as a result of that reliance and also has agreed to indemnify Deloitte Corporate Finance against any claim arising out of the assignment to give this report, except where the claim has arisen as a result of any proven wilful misconduct by Deloitte Corporate Finance.

To the extent that this report refers to prospective financial information we have considered the prospective financial information and the basis of the underlying assumptions. The procedures involved in Deloitte Corporate Finance's consideration of this information consisted of enquiries of Mobi personnel and analytical procedures applied to the financial data. These procedures and enquiries did not include verification work nor constitute an audit in accordance with Australian Auditing Standards, nor did they constitute a review in accordance with AUS 902 applicable to review procedures.

Based on these procedures and enquiries, Deloitte Corporate Finance considers that there are reasonable grounds to believe that the prospective financial information for Mobi included in this report has been prepared on a reasonable basis. In relation to the prospective financial information, actual results may be different from the prospective financial information of Mobi referred to in this report since anticipated events frequently do not occur as expected and the variation may be material. The achievement of the prospective financial information is dependent on the outcome of the assumptions. Accordingly, we express no opinion as to whether the prospective financial information will be achieved.

Deloitte Corporate Finance holds the appropriate Australian Financial Services licence to issue this report and is owned by the Australian Partnership Deloitte Touche Tohmatsu. The employees of Deloitte Corporate Finance principally involved in the preparation of this report were Hamish Blair, Director, B.Com (Hons), M.Com, CA, F.Fin and Rachel Foley-Lewis B.Com, CA, F.Fin . Both Hamish and Rachel are Directors of Deloitte Corporate Finance. Each have many years experience in the provision of corporate financial advice, including specific advice on valuations, mergers and acquisitions, as well as the preparation of expert reports.

Deloitte: Mobi Limited Independent Expert's Report

Neither Deloitte Corporate Finance, Deloitte Touche Tohmatsu, nor any partner or executive
or employee thereof has any financial interest in the outcome of the proposed transaction or employee thereof has any thinkicial interest in the outcome of the proposed transaction
which could be considered to affect our ability to render an unbiased opinion in this report.
Deloitte Corporate Finance will recei not contingent upon the success or otherwise of the Proposed Transaction.

About Deloitte

'Deloitte' refers to the Australian partnership of Deloitte Touche Tohmatsu and its subsidiaries. Deloitte, one of Australia's leading prefessional services firms, provides audit, tax, consulting, and financial advisory se

Deloitte is a member of Deloitte Touche Tohmatou (a Swiss Verein). As a Swiss Verein (association), neither Deloitte Touche
Tohmatou nor any of its member firms has any liability for each other's acts or omissions. Each of

Liability limited by a scheme approved under Professional Standards Legislation.

Confidential - this document and the information contained in it are confidential and should not be used or disclosed in any way without our prior consent.

Vendor Options Terms and Conditions of Options

fully paid ordinary share, ranking pari passu with the fully paid ordinary shares of the Company on issue at the date of

Australian Stock Exchange Limited and may be transferred

A certificate will be issued for the Options ("Option Certificate"). On the reverse side of the Option Certificate there will be endorsed a statement of the rights of the option holder and a notice that is to be completed when exercising the Options ("Exercise Notice"). If there is more than one Option comprised in this certificate and prior to the Expiry Date those Options are exercised in part, the Company will issue another certificate for the balance of the Options held and
1. The Options shall be issued for nil consideration.
1. The Options shall expire on 31 December, 2008.
1. Each Option shall confer the right to subscribe for one allotment of such shares.
1. The exercise price for each Option shall be 1.5 cents.
1. The Options will not be listed for Official Quotation on to a related entity at any time in whole or part.
not yet exercised.
time on or before the Expiry Date.
1. An option may only be exercised after that option has vested, conditions on the exercise of an option.
1. If the Company enters into a scheme of arrangement, a before they lapse.
The Options shall be exercisable by completing and lodging the Exercise Notice set out in the Option Certificate at any

after any conditions associated with the exercise of the option are satisfied and before its expiry date. The Board may determine the vesting period (if any). On the grant of an option the Board may in its absolute discretion impose other

takeover bid is made for the Company's Shares, or a party acquires a sufficient interest in the Company to enable them to replace the Board (or the Board forms the view that one of those events is likely to occur) then the Board may declare an option to be free of any conditions of exercise. Options which are so declared may be exercised at any time on or

1. There are no participating rights or entitlements inherent in the options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the options. However, the Company will ensure that the record date for determining entitlements to any such issue will be at least 6 ASX Business Days after the issue is announced.
1. If the Company makes an issue of Shares to Shareholders by way of capitalisation of profits or reserves ("Bonus Issue"), each option holder holding any options which have not expired at the time of the record date for determining entitlements to the Bonus Issue shall be entitled to have issued to him upon exercise of any of those options the number of Shares which would have been issued under the Bonus Issue ("Bonus Shares") to a person registered as holding the same number of Shares as that number of Shares to which the option holder may subscribe pursuant to the exercise of those options immediately before the record date determining entitlements under the Bonus Issue (in addition to the shares which he or she is otherwise entitled to have issued to him or her upon such exercise).
1. In the event that the Director no longer remains as the Director of the Company, the Director retains the right to the options and the right to exercise the options at any time on or before they lapse.
1. In the event of any reconstruction (including a consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the expiry of any options, the number of options to which each option holder is entitled or the exercise price of his or her options or both or any other terms will be reconstructed in a manner determined by the Board which complies with the provisions of the ASX Listing Rules.
1. The options do not confer the right to a change in exercise price, or a change to the number of underlying securities over which they can be exercised.

Directors' and Management Options Terms and Conditions of Options

1. The Options shall be issued for nil consideration.
1. The Options shall expire on 31 December, 2008.
1. Each Option shall confer the right to subscribe for one fully paid ordinary share, ranking pari passu with the fully paid ordinary shares of the Company on issue at the date of allotment of such shares.
1. The exercise price for each Option shall be 1 cent.
1. The Options will not be listed for Official Quotation on Australian Stock Exchange Limited and may be transferred to a related entity at any time in whole or part.
1. A certificate will be issued for the Options ("Option Certificate"). On the reverse side of the Option Certificate there will be endorsed a statement of the rights of the option holder and a notice that is to be completed when exercising the Options ("Exercise Notice"). If there is more than one Option comprised in this certificate and prior to the Expiry Date those Options are exercised in part, the Company will issue another certificate for the balance of the Options held and not yet exercised.
1. The Options shall be exercisable by completing and lodging the Exercise Notice set out in the Option Certificate at any time on or before the Expiry Date.
1. An option may only be exercised after that option has vested, after any conditions associated with the exerciseof the option are satisfied and before its expiry date. The Board may determine the vesting period (if any). On the grant of an option the Board may in its absolute discretion impose other conditions on the exercise of an option.
1. If the Company enters into a scheme of arrangement, a takeover bid is made for the Company's Shares, or a party acquires a sufficient interest in the Company to enable them to replace the Board (or the Board forms the view that one of those events is likely to occur) then the Board may declare an option to be free of any conditions of exercise. Options which are so declared may be exercised at any time on or before they lapse.
1. There are no participating rights or entitlements inherent in the options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the options. However, the Company will ensure that the record date for determining entitlements to any such issue will be at least 6 ASX Business Days after the issue is announced.
1. If the Company makes an issue of Shares to Shareholders by way of capitalisation of profits or reserves ("Bonus Issue"), each option holder holding any options which have not expired at the time of the record date for determining entitlements to the Bonus Issue shall be entitled to have issued to him upon exercise of any of those options the number of Shares which would have been issued under the Bonus Issue ("Bonus Shares") to a person registered as holding the same number of Shares as that number of Shares to which the option holder may subscribe pursuant to the exercise of those options immediately before the record date determining entitlements under the Bonus Issue (in addition to the shares which he or she is otherwise entitled to have issued to him or herupon such exercise).
1. In the event that the Director no longer remains as the Director of the Company, the Director retains the right to the options and the right to exercise the options at any time on or before they lapse.
1. In the event of any reconstruction (including a consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the expiry of any options, the number of options to which each option holder is entitled or the exercise price of his or her options or both or any other terms will be reconstructed in a manner determined by the Board which complies with the provisions of the ASX Listing Rules.
1. The options do not confer the right to a change in exercise price, or a change to the number of underlying securities over which they can be exercised.

Section Five

"Explanatory Notes" means the notes attached to the Notice of Meeting providing information on each Resolution, deemed to be part of the Notice of Meeting and included in this Memorandum;

"Independent Expert's Report" means the independent expert's report set out in Section 4 of this Memorandum;

"Management" means persons deemed by the Board of the Company to be Management of the Company or any of its subsidiaries;

Glossary		Mobi Limited ACN 009 805 298 (ASX:MBI)
"ASIC" means the Australian Securities & Investments Commission;	Registered Address:	114-118 Miller Street West Melbourne 3003
"ASX" means the Australian Stock Exchange Limited;		Victoria, Australia
"ASX Listing Rules" or "Listing Rules" means the Listing Rules of ASX;	Telephone:	1300 761 322 or +613 9320 6035
"Board" means the current Board of Directors of Mobi Limited;	Facsimile:	+613 9320 6001
"Company" and Mobi means Mobi Limited (ACN 009 805 298);	Web:	mobilimited.com
"Corporations Act" means the Corporations Act, 2001;	Investor Relations:	+613 9320 6036
"Directors" means the current directors of Mobi Limited;

"Meeting" means the Meeting convened by the Notice of Meeting;

"Notice" means the Notice of Meeting included in this Memorandum;

"OneNetwork" means OneNetwork Pty Ltd;

"Option" means an unlisted Option issued by Mobi Limited;

"Share" means a fully paid ordinary share in the capital of the Company;

"Sholl Agreement" means the agreement entered into on 10 July 2007 between Mobi Limited and Sholl;

"Transaction" means the Sholl Transaction, resulting from the Sholl Agreement.

AI assistant

ECS BOTANICS HOLDINGS LTD — Proxy Solicitation & Information Statement 2007

64818_rns_2007-07-31_2c39e9b6-3b62-417d-9c6c-7de7475f8a41.pdf

MOBI Limited

Dear Shareholder

TALK Chairman TALK

Fabio Pannuti

Dear Shareholders

We are now able to provide to our customers:

Garry Sholl Chief Executive Officer

Mobi Limited

Service Providers

LISTEN

About Sholl Communications Pty Ltd

About OneNetwork ™

Important notice

Contents

12

2. The Resolutions

3. Summary

Introduction Purpose of this Memorandum

1. Introduction

1. Ratification of Share and Option Placement

2. Issue of Shares for the purchase of TSG Pacific Pty Ltd

3. Issue of Shares for the Acquisition of a Business

4. Issue of Shares for the Acquisition of a Business

5. Issue of Shares to Convertible Note Holders

Section One

Notice is hereby given that a General Meeting of the shareholders of Mobi Limited ("the Company") will be held in the Webb Room at The Hotel Charsfield located at 478 St Kilda Road, Melbourne VIC 3004, on Wednesday, September 12, 2007 at 10.00 am.

6. Issue of Options to Directors and Management

7. Consolidation of Capital

8. Issue of Shares

9. Issue of Shares to Shareholders with Small Holdings

Proxies

Corporate Representatives

UNITE

Resolution 1

Resolution 2

Issue of Shares to complete the TSG Pacific Pty Ltd Purchase

Resolution 3

Acquisition of Sholl (Australia) Unit Trust (Sholl)

ASX Listing Rules 7.1 and 7.3

Restricted Securities

Material Personal Interest of Director

Independent Expert's Report.

Recommendations of Independent Directors.

Resolution 4

ASX Listing Rules 7.1 and 7.3

Resolution 5

Issue of Shares to Convertible Note holders.

Resolution 6 (a) (b) and (c)

Issue of Options to Directors.

Related Parties.

Approval of the Issue of Securities

ASX Listing Rule 10.13

Section 208 Corporations Act

Information Requirements

The Related Party to Whom the Proposed Resolutions Would Permit the Benefit to be Given

The Nature of the Financial Benefit

Directors' Recommendations

Trading History

Resolution 6(d)

Resolution 7

NOTE: All Shares and Options referred to after Resolution 7 are in post consolidation terms. The remaining Resolutions are prepared on the assumption that Resolution 7 is passed.

Resolution 8

Issue of Shares.

Resolution 9 Issue of Shares to Shareholders with Small Holdings.

3.1 Proposed Capital Structure of the Company completed as set out in the Notice of Meeting.

Ordinary Shares and unlisted Options on Issue:

PRIVATE AND CONFIDENTIAL

Contents

Sholl Communications (Australia) Pty Limited

Purpose of this Valuation Report

SHOLL COMMUNICATIONS (AUSTRALIA) PTY LIMITED

Independence of BSI Capital

Limiting Conditions

Valuation process

Financial Information

SHOLL COMMUNICATIONS (AUSTRALIA) PTY LIMITED

Valuation methodologies

ECS BOTANICS HOLDINGS LTD Proxy Solicitation & Information Statement 2007