IVE GROUP LIMITED — Capital/Financing Update 2016

Dec 12, 2016

IVE Group Limited ABN 62 606 252 644

Level 3 35 Clarence Street Sydney NSW 2000

P+61 2 9089 8550 ivegroup.com.au

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13 December 2016

IVE GROUP LIMITED ABN 62 606 252 644

Disclosure under ASX Listing Rule 7.1A.4(b) and 3.10.5A

On 7 December 2016, IVE Group Limited ( IVE ) announced that it had completed a pro-rata accelerated non-renounceable entitlement offer to eligible shareholders to subscribe for 1 new fully paid ordinary shares in the Issuer ( New Shares ) for every 8.9 existing fully paid ordinary shares (the Entitlement Offer ), alongside a A$20 million placement to institutional investors ( Placement ). IVE has today lodged an Appendix 3B in respect of the shares issued under the Placement and Entitlement Offer.

The shares issued under the Placement were issued pursuant to IVE’s placement capacity under ASX Listing Rule 7.1 and IVE’s additional placement capacity under ASX Listing Rule 7.1A. In accordance with ASX Listing Rule 7.1A.4(b) and 3.10.5A, IVE makes the following disclosure in respect of the shares issued under ASX Listing Rule 7.1A:

• (a) IVE issued 9,920,122 shares at $2.00 per share under ASX Listing Rule 7.1A (and an additional 79,878 shares at $2.00 per share under ASX Listing Rule 7.1), which resulted in the following dilution to existing shareholders:

  • (1) number of fully paid ordinary shares on issue prior to the issue of securities under Listing Rule 7.1A was 89,180,901;

  • (2) number of fully paid ordinary shares on issue following the issue of securities under Listing Rule 7.1A was 99,098,991; and

  • (3) percentage of voting dilution as a result of the shares that were issued under Listing Rule 7.1A was 10.0%;

• (b) IVE issued shares under the Placement as it considered that this was the most efficient and expedient mechanism to raise the funds required to acquire Franklin Web and AIW Printing for $116 million, as was announced on 5 December 2016, when combined with the Entitlement Offer;

• (c) The Entitlement Offer and Placement are both fully underwritten by Bell Potter Securities Limited and Evans and Partners Pty Ltd (the Underwriters ). An underwriting agreement has been entered into between IVE and the Underwriters, pursuant to which the Underwriters are entitled to an underwriting fee of 3% and management fee of 0.5% of the Institutional and Retail Offer Proceeds.

(d) Other fees of approximately $27,750 have been incurred in connection with the Placement.

IVE22_0616

Yours sincerely

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Geoff Selig Executive Chairman