IVE GROUP LIMITED - Capital/Financing Update 2016

IVE GROUP LIMITED RETAIL ENTITLEMENT OFFER

IVE GROUP LIMITED (ABN 62 606 252 644)

1 for 8.9 pro-rata accelerated non-renounceable entitlement offer of IVE Group Limited ordinary shares at an offer price of $2.00 per New Share

Retail Entitlement Offer closes at 5.00pm (Sydney time) on 21 December 2016

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This Retail Offer Booklet requires your immediate attention. It is an important document which is accompanied by a personalised Entitlement and Acceptance Form and both should be read in their entirety. This Retail Offer Booklet is not a prospectus under the Corporations Act 2001 (Cth) (Corporations Act) and has not been lodged with the Australian Securities & Investments Commission (ASIC). Please call your stockbroker, accountant or other professional adviser or the IVE Group Limited Information Line on 1300 306 230 (within Australia) or +1300 306 230 (outside Australia) if you have any questions.

IVE Group Limited – Retail Entitlement Offer

IMPORTANT NOTICES

Defined terms used in these important notices have the meaning given in this Retail Offer Booklet.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES.

Future Performance And Forward Looking Statements

This Retail Offer Booklet contains certain ‘forward looking statements’. Forward looking statements can generally be identified by the use of forward looking words such as ‘expect’, ‘anticipate’, ‘likely’, ‘intend’, ‘propose’, ‘should’, ‘could’, ‘may’, ‘predict’, ‘plan’, ‘will’, ‘believe’, ‘forecast’, ‘estimate’, ‘target’, and other similar expressions within the meaning of securities laws of applicable jurisdictions and include, but are not limited to, the outcome and effects of the Entitlement Offer and the use of proceeds. The forward looking statements contained in this Retail Offer Booklet involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of IVE Group Limited (ABN 62 606 252 644) (IVE), and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.

Refer to Appendix A (Key Risks) of the IVE Investor Presentation included in Section 5 of this Retail Offer Booklet for a summary of certain general and IVE specific risk factors that may affect IVE. There can be no assurance that actual outcomes will not differ materially from these forward looking statements. A number of important factors could cause actual results or performance to differ materially from the forward looking statements. Investors should consider the forward looking statements contained in this Retail Offer Booklet in light of those disclosures.

The forward looking statements are based on information available to IVE as at the date of this Retail Offer Booklet. Except as required by law or regulation (including the Australian Securities Exchange (ASX) Listing Rules), IVE undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise.

Past performance

Investors should note that past performance, including past share price performance, cannot be relied upon as an indicator of (and provides no guidance as to) future IVE performance including future share price performance.

Jurisdictions

This Retail Offer Booklet, or any accompanying ASX announcements or the Entitlement and Acceptance Form, do not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. Neither this Retail Offer Booklet nor the Entitlement and Acceptance Form may be distributed or released in the United States. Neither the entitlements to subscribe for new ordinary shares in IVE pursuant to the Entitlement Offer described in this Retail Offer Booklet (Entitlements) nor the New Shares have been, nor will be, registered under the US Securities Act of 1933, as amended (US Securities Act), or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up or exercised by persons in the United States or by persons who are acting for the account or benefit of a person in the United States. The New Shares may not be offered, sold or resold in the United States or to persons acting for the account or benefit of a person in the United States except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US State securities laws. In the Retail Entitlement Offer, the New Shares will only be sold in ‘offshore transactions’ (as defined in Rule 902(h) under the US Securities Act) in compliance with Regulation S under the US Securities Act.

References to ‘you’, ‘your Entitlement’ and ‘your Entitlement and Acceptance Form’

In this Retail Offer Booklet, references to ‘you’ are references to Eligible Retail Shareholders and references to ‘your Entitlement’ and ‘your Entitlement and Acceptance Form’ are references to the Entitlement (being the Retail Entitlement) and the Entitlement and Acceptance Form, respectively, of Eligible Retail Shareholders (as defined in Section 6.1).

IVE Group Limited – Retail Entitlement Offer

Times and dates

Times and dates in this Retail Offer Booklet are (except where historical) indicative only and subject to change. All times refer to Australian Eastern Daylight Savings Time (Sydney time). Refer to the ‘Key Dates’ section of this Retail Offer Booklet for more details.

Currency

Unless otherwise stated, all dollar values in this Retail Offer Booklet are in Australian dollars (A$).

Trading New Shares

IVE and the Underwriters will have no responsibility and disclaim all liability (to the maximum extent permitted by law) to persons who trade New Shares they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by IVE or the IVE Share Registry or otherwise, or who otherwise trade or purport to trade New Shares in error or which they do not hold or are not entitled to.

If you are in any doubt, as to these matters you should first consult with your stockbroker, accountant or other professional adviser.

Refer to Section 6 for more details.

IVE Group Limited – Retail Entitlement Offer

Key Dates	Key Dates		5
Letter from the Chairman			6
1	Is this	booklet relevant to you?	8
2	Summary of options available to you		8
3	How to apply		9
	3.1	Overview of the Entitlement Offer	9
	3.2	The Institutional Entitlement Offer and the Placement	10
	3.3	The Retail Entitlement Offer	10
	3.4	Your Entitlement	10
	3.5	Consider the Retail Entitlement Offer carefully in light of your particular
		investment objectives and circumstances	10
	3.6	Options available to you	11
	3.7	Ineligible Retail Shareholders	12
	3.8	Payment	12
	3.9	Mail or hand delivery	13
	3.10	Representations by acceptance	13
	3.11	Enquiries	15
4	Australian taxation considerations		15
	4.1	Grant of Entitlements	15
	4.2	Entitlements not taken up	16
	4.3	Taking up of Entitlements	16
	4.4	Dividends on New Shares as a result of Entitlements taken up	16
	4.5	Sale of New Shares	16
	4.6	Taxation of Financial Arrangements (TOFA)	17
	4.7	Other Australian taxes	17
5	ASX announcements		18
	5.1	Offer Launch Announcement dated 5 December 2016	18
	5.2	IVE Investor Presentation dated 5 December 2016	24
	5.3	Institutional Entitlement Offer and Placement Completion Announcement
		dated 7 December 2016	44
6	Important information		48
	6.1	Eligible Retail Shareholders	48
	6.2	Top Up Facility	49
	6.3	Eligible Institutional Shareholders	49
	6.4	Ranking of New Shares	49
	6.5	Risks	49
	6.6	Reconciliation, Top-Up Shares and the rights of IVE and the Underwriters	50
	6.7	No cooling off rights	50
	6.8	Rounding of Entitlements	50
	6.9	Notice to nominees and custodians	50
	6.10	Not investment advice	50
	6.11	Quotation and trading	51
	6.12	Information availability	51
	6.13	Foreign jurisdictions	51
	6.14	Underwriting of the Entitlement Offer	52
	6.15	Governing law	54
	6.16	Disclaimer of representations	54
	6.17	Withdrawal of the Entitlement Offer	54
	6.18	Privacy	55
Corp	orate dir	ectory	B/C

Corporate directory

IVE Group Limited – Retail Entitlement Offer

KEY DATES

Y DATES
Event	Date
Trading halt and announcement of the Acquisition and the Offer	Monday, 5 December 2016
Record Date for determining entitlement to subscribe for
New Shares (7.00pm (Sydney time))	Wednesday, 7 December 2016
Retail Entitlement Offer opens (9.00am (Sydney time))	Monday, 12 December 2016
Retail Offer Booklet and Entitlement and Acceptance Form despatched
to Eligible Retail Shareholders	Monday, 12 December 2016
Settlement of Institutional Entitlement Offer and Placement	Monday, 12 December 2016
Allotment and normal trading of New Shares under the Institutional
Entitlement Offer and Placement	Tuesday, 13 December 2016
Retail Entitlement Offer closes1(5.00pm (Sydney time))	Wednesday, 21 December 2016
Settlement of Retail Entitlement Offer	Friday, 30 December 2016
Allotment of New Shares under the Retail Entitlement Offer	Tuesday, 3 January 2017
Quotation of New Shares under the Retail Entitlement Offer	Wednesday, 4 January 2017
Despatch of holding statements for New Shares issued under
the Retail Entitlement Offer	Wednesday, 4 January 2017

The timetable above is (except where historical) indicative only and may be subject to change. IVE, in conjunction with the Underwriters (as defined in Section 6.14), reserves the right to amend any or all of these dates and times without notice, subject to the Corporations Act, the ASX Listing Rules and other applicable laws. In particular, IVE reserves the right to extend the closing date of the Retail Entitlement Offer, to accept late applications under the Retail Entitlement Offer (either generally or in particular cases) and to withdraw the Retail Entitlement Offer without prior notice. Any extension of the closing date will have a consequential effect on the issue date of New Shares.

The commencement of quotation of Entitlements and New Shares is subject to the discretion of ASX.

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your application once it has been accepted. Eligible Retail Shareholders wishing to participate in the Retail Entitlement Offer are encouraged to submit their Entitlement and Acceptance Form as soon as possible after the Retail Entitlement Offer opens.

Enquiries

If you have any questions, please call the IVE Shareholder Information Line on 1300 306 230 (within Australia) or +61 1300 306 230 (outside Australia), or consult your stockbroker, accountant or other professional adviser. The IVE Shareholder Information Line is open from 8.30am to 5.30pm (Sydney time), Monday to Friday (excluding public holidays).

1 Eligible Retail Shareholders who wish to take up all or a part of their Entitlement can pay their Application Monies via BPAY[®] by following the instructions set out on the personalised Entitlement and Acceptance Form. The personalised Entitlement and Acceptance Form will be mailed to Eligible Retail Shareholders on or about 12 December 2016. If you are unable to pay by BPAY[®] , you are able to pay by cheque, bank draft or money order. Payment must be received by no later than 5pm (AEST) on 21 December 2016. Eligible Retail Shareholders should refer to Section 3 for options available to them to deal with their Entitlement.

IVE Group Limited – Retail Entitlement Offer

LETTER FROM THE CHAIRMAN

Dear Shareholder,

On 5 December 2016, IVE Group Limited (IVE or Company) announced it had executed binding agreements to acquire the assets of The Franklin Printing Group Pty Ltd (Franklin) and 100% of the shares of Taverners No.13 Pty Ltd (AIW) for $116 million (the Acquisitions).

IVE is proposing to partially fund the Acquisitions by way of a fully underwritten $40 million equity raising of new fully paid ordinary shares in IVE (New Shares) (the Offer) comprising:

a 1 for 8.9 accelerated non-renounceable entitlement offer to existing IVE shareholders to raise $20 million, made up of:
an accelerated institutional entitlement offer (Institutional Entitlement Offer);
and a retail entitlement offer (Retail Entitlement Offer);
(together, the Entitlement Offer); and
an institutional placement to new institutional shareholders to raise and additional $20 million (Placement).

The offer price under both the Entitlement Offer and the Placement is $2.00 per New Share (Offer Price).

The Company has successfully completed the Institutional Entitlement Offer which raised approximately $15.5 million and the Placement which raised $20 million, raising a total of approximately $35.5 million.

The directors of IVE are pleased to invite you to participate in the Retail Entitlement Offer.

In addition to using the proceeds of the Offer, the Acquisitions will be funded from increased debt facilities[2] and the issue of scrip to the vendors of Franklin and AIW.

Details of the Acquisitions

Franklin is a specialist catalogue producer with facilities based in Sunshine, Victoria. Founded in 1936, Franklin is a top three player in the large format web offset sector and has a strong reputation as a low cost producer of quality catalogue products with a history of strong customer retention. On completion of the transaction, IVE will pay Franklin cash consideration of $95.7 million and IVE scrip of approximately $4.3 million.

AIW is a large format heatset web offset company that specialises in catalogue production and has a limited amount of magazine production. AIW is a top four player in the large format web offset sector and is based in Springvale, Victoria. On completion of the transaction, IVE will issue the AIW vendors IVE scrip of approximately $16.0 million.

The Acquisitions consolidate IVE’s position as one of Australia’s leading full service marketing and print communications companies, with strong strategic and financial rationale:

attractive opportunity to enter a logical adjacency and build further on IVE’s diversified offering;
Franklin is considered a market leading, low cost catalogue producer and the cornerstone acquisition for IVE’s expansion into the large format web offset sector;
strengthen offering to the retail sector, delivering IVE, Franklin and AIW customers a broader choice of services;
unlock significant operational efficiencies of approximately $11.5 million per annum[3] through the integration of Franklin and AIW; and
financially compelling with EPS accretion of greater than 20% to IVE shareholders in the first full year following integration.[4]

Details of the Retail Entitlement Offer

Under the Retail Entitlement Offer, eligible shareholders are invited to participate in the Retail Entitlement Offer to acquire 1 New Share for every 8.9 existing IVE ordinary shares (Shares) held on the record date, being 7:00pm (Sydney time) on Wednesday, 7 December 2016 (Record Date).

2 Being new debt drawn down of AUD$62.2 million (noting IVE’s debt facility limit has increased by AUD$92 million).

3 After a one year integration period, excluding one-off integration costs.

4 Full run-rate of the $11.5m synergies to be achieved within twelve months of completion.

IVE Group Limited – Retail Entitlement Offer

The Offer Price of $2.00 represents a discount of 3.4% to the closing price of IVE Shares of $2.07 on 2 December 2016, which was the last trading day before the Entitlement Offer and the Acquisitions, and a 2.6% discount to the theoretical ex-rights price (TERP)[5] of $2.05.

Eligible Retail shareholders may also apply for Additional New Shares in excess of their Entitlement under the top up offer (Top Up Facility) (refer to Section 3.6.1 of this Retail Offer Booklet) up to a maximum of 100% of their Entitlement.

The Retail Entitlement Offer is expected to raise approximately $4.5 million. New Shares issued under the Retail Entitlement Offer will rank equally with existing Shares.

Holders of New Shares will be entitled to the interim dividend for FY17 which is expected to be announced in February 2017.

How To Apply?

Accompanying this Retail Offer Booklet is your personalised Entitlement and Acceptance Form which contains details about your Entitlement.

The Retail Entitlement Offer closes at 5.00pm (Sydney time) on Wednesday, 21 December 2016. To participate, you should ensure that you have completed your application by paying the relevant monies by BPAY[®] before this time in the manner described in this Retail Offer Booklet. Further information about how to apply for New Shares is set out in Section 3.

If you do not wish to take up any of your Entitlement, you do not have to take any action.

Further Information

Further information on the Retail Entitlement Offer is detailed in this Retail Offer Booklet.

You should carefully read this Retail Offer Booklet in its entirety and consult you stockbroker, accountant or other professional adviser before making your investment decision. In particular, you should read and consider Appendix A (Key Risks) of the IVE Investor Presentation included in Section 5.2 of this Retail Offer Booklet, which contains a summary of some of the key risks associated with an investment in IVE.

If you have any questions in respect of the Retail Entitlement Offer, please call the IVE Shareholder Information Line on 1300 306 230 (within Australia) or +61 1300 306 230 (outside Australia) from 8:30am to 5:30pm (Sydney time) Monday to Friday (excluding public holidays).

Caxton Print Holdings Pty Limited As Trustee For Selig Family Trust (which represents my interests and the interests of Paul Selig, Non-Executive Director), intends to take up 50% of its entitlement as part of the Entitlement Offer. Wolseley Partners Pty Ltd, being the largest shareholder of IVE and representing the interests of Wolseley Private Equity, is unable to take up any rights in the Entitlement Offer as its investment in IVE is held within a fully invested fund. All IVE directors who hold shares in IVE have stated they intend to take up some or all of their entitlements.

On behalf of the IVE Board, I thank you for your continued support of IVE and am pleased to offer this opportunity to you.

Yours sincerely

==> picture [81 x 36] intentionally omitted <==

Geoff Selig

Executive Chairman, IVE Group Limited

5 TERP is the theoretical price at which IVE shares should trade immediately after the ex-date for the Entitlement Offer. The TERP is a theoretical calculation only and the actual price at which IVE shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not equal the TERP. TERP is calculated by reference to IVE’s closing price of $2.07 on 2 December 2016.

IVE Group Limited – Retail Entitlement Offer

1 IS THIS BOOKLET RELEVANT TO YOU?

This Retail Offer Booklet is relevant to you if you are an Eligible Retail Shareholder.

Eligible Retail Shareholders are those persons who:

are registered as a holder of Shares as at the Record Date, being 7.00pm (Sydney time) 7 December 2016;
have a registered address on the IVE Share Register in Australia or New Zealand;
are not in the United States and are not acting for the account or benefit of a person in the United States (to the extent such person holds Shares for the account or benefit of such person in the United States);
were not invited to participate (other than as nominee, in respect of other underlying holdings) under the Institutional Entitlement Offer, and were not treated as an ineligible institutional shareholder under the Institutional Entitlement Offer; and
are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

Refer to Section 6.1 for further details.

2 SUMMARY OF OPTIONS AVAILABLE TO YOU

If you are an Eligible Retail Shareholder (as defined in Section 6.1) you may take any one of the following actions:

(a) take up all of your Entitlement;
(b) take up all of your Entitlement and apply for Additional New Shares;
(c) take up part of your Entitlement and allow the balance to lapse; or
(d) do nothing, in which case your Entitlement will lapse and you will receive no value for those lapsed entitlements.

If you are a retail shareholder as at the Record Date who is not an Eligible Retail Shareholder, you are an Ineligible Retail Shareholder. Ineligible Retail Shareholders are not entitled to participate in the Entitlement Offer.

IVE Group Limited – Retail Entitlement Offer

Options available to you	Key considerations
1 Take up all of your Entitlement	• You may elect to subscribe for New Shares at the Offer Price (see Section 3.6.1 for instructions on how to take up your Entitlement). • The New Shares will be fully paid and rank equally in all respects with existing Shares. • The Retail Entitlement Offer closes at 5.00pm (Sydney time) on 21 December 2016. • If you only take up your Entitlement your percentage holding in IVE will be reduced by the Placement and the placement to the vendors of the Acquisition as part consideration for the Acquisition.
2 Take up all of your Entitlement and apply for Additional New Shares	• If you take up all of your Entitlement, you may elect to apply for Additional New Shares in excess of your Entitlement under the Top Up Facility (see Section 3.6.1 for instructions on how to apply for Additional New Shares)
3 Take up part of your Entitlement	• If you only take up part of your Entitlement, the part not taken up will lapse. • If you do not take up your Entitlement in full you will not receive any payment or value for those Entitlements not taken up. • If you do not take up your Entitlement in full, you will have your percentage holding in IVE reduced as a result of the Entitlement Offer, additionally your percentage holding in IVE will be reduced by the Placement and the placement to the vendors of the Acquisition as part consideration for the Acquisition.
4 Do nothing, in which case your Entitlement will lapse and you will receive no value for those lapsed Entitlements	• If you do not take up your Entitlement, you will not be allocated New Shares and your Entitlements will lapse. Your Entitlement to participate in the Retail Entitlement Offer is non-renounceable, which means they are non-transferrable and cannot be sold, traded on ASX or any other exchange, nor can they be privately transferred. • If you do not take up your Entitlement, you will have your percentage holding in IVE reduced as a result of the Entitlement Offer, additionally your percentage holding in IVE will be reduced by the Placement and the placement to the vendors of the Acquisition as part consideration for the Acquisition.

3 HOW TO APPLY

3.1 OVERVIEW OF THE ENTITLEMENT OFFER

IVE intends to raise approximately $20 million under the Entitlement Offer.

Eligible shareholders are being offered the opportunity to acquire 1 New Share for every 8.9 existing Shares held as at 7.00pm (Sydney time) on 7 December 2016 (Record Date), at the Offer Price of $2.00 per New Share.

The Entitlement Offer comprises two components:

(a) Institutional Entitlement Offer – Eligible Institutional Shareholders (as defined in Section 6.3) were given the opportunity to take up all or part of their Entitlements. Entitlements under the Institutional Entitlement Offer (Institutional Entitlements) were non-renounceable and were not able to trade on ASX; and
(b) Retail Entitlement Offer – Eligible Retail Shareholders (as defined in Section 6.1) will be allotted Retail Entitlements under the Retail Entitlement Offer, which can be taken up in whole or in part. This means that if you do not wish to take up all or part of your Entitlement will lapse and you will receive no value for those lapsed Entitlements.

You should read this Retail Offer Booklet carefully before making any decisions in relation to your Entitlement.

The Entitlement Offer is fully underwritten by the Underwriters. Further details on the Retail Entitlement Offer are set out below.

IVE Group Limited – Retail Entitlement Offer

3.2 THE INSTITUTIONAL ENTITLEMENT OFFER AND THE PLACEMENT

On 6 December 2016, IVE successfully conducted the Institutional Entitlement Offer at the Offer Price of $2.00 per New Share.

New Shares not taken up under the Institutional Entitlement Offer, and New Shares that would have otherwise been offered to Ineligible Institutional Shareholders had they been eligible to participate in the Institutional Entitlement Offer, were offered under the Institutional Shortfall Bookbuild completed on 6 December 2016. The offer price under the Institutional Shortfall Bookbuild was $2.00 per New Share, being the same price as the Offer under the Entitlement Offer.

The Institutional Entitlement Offer will raise approximately $20. At the same time as the Institutional Entitlement Offer, IVE successfully conducted the Placement, and will issue approximately 10 million New Shares at the Offer Price of $2.00 per New Share to raise approximately $20 million.

New Shares to be issued under the Institutional Entitlement Offer, Institutional Shortfall Bookbuild and the Placement are expected to be issued on 13 December 2016.

3.3 THE RETAIL ENTITLEMENT OFFER

Under the Retail Entitlement Offer, Eligible Retail Shareholders are invited to apply for 1 New Share for every 8.9 existing Shares held as at the Record Date at the Offer Price of $2.00 per New Share.

The offer ratio and Offer Price under the Retail Entitlement Offer are the same as for the Institutional Entitlement Offer.

The Retail Entitlement Offer opens at 9.00am (Sydney time) 12 December 2016 and will close at 5.00pm (Sydney time) on 21 December 2016.

3.4 YOUR ENTITLEMENT

Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form and has been calculated as 1 New Share for every 8.9 existing Shares you held as at the Record Date (rounded up, if necessary, to the nearest whole number of New Shares).

If you have more than one registered holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have a separate Entitlement for each separate holding.

New Shares issued under the Retail Entitlement Offer will be fully paid and rank equally in all respects with existing Shares.

See Sections 6.1 and 6.13 for information on restrictions on participation.

3.5 CONSIDER THE RETAIL ENTITLEMENT OFFER CAREFULLY IN LIGHT OF YOUR PARTICULAR INVESTMENT OBJECTIVES AND CIRCUMSTANCES

The Retail Entitlement Offer is being made pursuant to provisions of the Corporations Act which allow entitlement offers to be made without a prospectus. This Retail Offer Booklet does not contain all of the information which may be required in order to make an informed decision regarding an application for New Shares offered under the Retail Entitlement Offer. As a result, it is important for you to read carefully and understand the information on IVE and the Retail Entitlement Offer made publicly available, prior to deciding whether to take up all or part of your Entitlement or do nothing in respect of your Entitlement. In particular, please refer to this Retail Offer Booklet and other announcements by IVE made available at www.asx.com.au (including announcements which may be made by IVE after publication of this Retail Offer Booklet).

Please consult with your stockbroker, accountant or other professional adviser if you have any queries or are uncertain about any aspect of the Retail Entitlement Offer. You should also refer to Appendix A (Key Risks) of the IVE Investor Presentation included in Section 5 of this Retail Offer Booklet.

IVE Group Limited – Retail Entitlement Offer

3.6 OPTIONS AVAILABLE TO YOU

If you are an Eligible Retail Shareholder, you may take any of the following actions. Each of these options may have a materially different outcome on any value you receive in respect of your Entitlement. You may:

(a) take up all or part of your Entitlement (see Section 3.6.1);
(b) take up all of your Entitlement and apply for Additional New Shares (see Section 3.6.1); or
(c) do nothing and let your Entitlement lapse.
3.6.1 If you wish to take up all or part of your Entitlement or if you wish to take up all of your Entitlement and participate in the Top Up Facility

If you wish to take up all or part of your Entitlement, please pay your Application Monies via BPAY[®] by following the instructions set out on your personalised Entitlement and Acceptance Form. Payment is due by no later than 5pm (Sydney time) on 21 December 2016. If you are unable to pay by BPAY[®] , please refer to Section 3.8.2 below. Amounts received by IVE in excess of the Offer Price multiplied by your Entitlement will be treated as an Application to apply for as many Additional New Shares as your Application Monies will pay for in full. Applications for Additional New Shares under the Top Up Facility will be capped at 100% of the Eligible Retail Shareholder’s Entitlement. In other words, the number of New Shares and Additional New Shares (in aggregate) you can apply for is double your Entitlement at the date of this offer.

If you take up and pay for all or part of your Entitlement before the close of the Retail Entitlement Offer, it is expected that you will be issued New Shares on 3 January 2017. IVE’s decision on the number of New Shares to be issued to you will be final.

If you apply for Additional New Shares under the Top Up Facility and if your Application is successful (in whole or in part), your New Shares will be issued to you at the same time that other New Shares are issued under the Retail Entitlement Offer. New Shares will only be allocated to Eligible Retail Shareholders if available. If you apply for Additional New Shares, there is no guarantee that you will be allocated any Additional New Shares. The Directors reserve their right to allot and issue Additional New Shares under the Top Up Facility at their discretion.

IVE also reserves the right (in its absolute discretion) to reduce the number of New Shares issued to Eligible Retail Shareholders, or persons claiming to be Eligible Retail Shareholders, if IVE believes their claims to be overstated or if they or their nominees fail to provide information to substantiate their claims to IVE’s satisfaction (see Section 6.6).

Refund amounts, if any, will be paid in Australian dollars. You will be paid either by direct credit to the nominated bank account as noted on the share register as at the Closing Date or by cheque sent by ordinary post to your address as recorded on the share register (the registered address of the first-named in the case of joint holders). If you wish to advise or change your banking instructions with the Share Registry you may do so by going to www.linkmarketservices.com and logging into the Investor Centre before the Offer closes.

See Section 6.2 for further information about the Top Up Facility and the allocation policy adopted by IVE for Additional New Shares subscribed for pursuant to the Top Up Facility.

3.6.2 If you take no action

If you take no action you will not be allocated New Shares and your Entitlement will lapse. Your Entitlement to participate in the Retail Entitlement Offer is non-renounceable and will not be tradeable or otherwise transferable. Shareholders who do not take up their Entitlements in full will not receive any payment or value for those Entitlements they do not take up.

Eligible Retail Shareholders who do not participate fully in the Retail Offer will have their percentage holding in IVE reduced. All shareholders, including those Eligible Retail Shareholders who participate in the Retail Entitlement Offer, will have their percentage holding in IVE reduced by the Placement and the placement to the vendors of the Acquisition as part consideration for the Acquisition.

IVE Group Limited – Retail Entitlement Offer

3.7 INELIGIBLE RETAIL SHAREHOLDERS

Ineligible Retail Shareholders are retail shareholders as at the Record Date who are not Eligible Retail Shareholders.

3.8 PAYMENT

Payment should be made using BPAY[®] if possible. New Zealand shareholders who do not have an Australian bank account, and other shareholders who are unable to pay by BPAY[®] , will be able to pay by cheque, bank draft or money order (see below at Section 3.8.2).

Cash payments will not be accepted. Receipts for payment will not be issued.

IVE will treat you as applying for as many New Shares as your payment will pay for in full up to your Entitlement.

Any Application Monies received for more than your final allocation of New Shares will be refunded as soon as practicable after the close of the Retail Entitlement Offer. No interest will be paid to applicants on any Application Monies received or refunded.

If you are unable to pay by BPAY[®] , please refer below to Section 3.8.2.

3.8.1 Payment by BPAY[®]

For payment by BPAY[®] , please follow the instructions on your personalised Entitlement and Acceptance Form. You can only make payment via BPAY[®] if you are the holder of an account with an Australian financial institution that supports BPAY[®] transactions.

If you are paying by BPAY[®] , please make sure you use the specific Biller Code and your unique Customer Reference Number (CRN) on your personalised Entitlement and Acceptance Form. If you have multiple holdings and consequently receive more than one personalised Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those holdings only use the CRN specific to that holding. If you do not use the correct CRN specific to that holding, your application will not be recognised as valid.

Please note that by paying by BPAY[®] :

•� you do not need to submit your personalised Entitlement and Acceptance Form but are taken to make the declarations, representations and warranties on that Entitlement and Acceptance Form and in Section 3.10 of this Retail Offer Booklet;
•� if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies; and
•� If you pay for more than your full Entitlement, the excess of the Offer Price multiplied by your Entitlement will be treated as an Application to apply for as many additional New Shares as your Application Monies will pay for in full.

It is your responsibility to ensure that your BPAY[®] payment is received by the IVE Share Registry by no later than 5pm (Sydney time) on 21 December 2016.You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration in the timing of when you make payment.

3.8.2 If you are unable to pay by BPAY[®]

If you are unable to pay by BPAY[®] , you are able to pay by cheque, bank draft or money order.

IVE encourages payments by BPAY[®] if possible.

For payment by cheque, bank draft or money order, you should complete your personalised Entitlement and Acceptance Form in accordance with the instructions on the form and return it accompanied by the cheque, bank draft or money order in Australian currency for the amount of the Application Monies, payable to ‘IVE Retail Offer’ and crossed ‘Not Negotiable’.

IVE Group Limited – Retail Entitlement Offer

Your cheque, bank draft or money order must be:

•� for an amount equal to $2.00 multiplied by the number of New Shares that you are applying for; and
•� in Australian currency drawn on an Australian branch of a financial institution. Payment cannot be made in New Zealand dollars. New Zealand resident shareholders must arrange for payment to be made in Australian dollars.

If you wish to apply for Additional New Shares under the Top Up Facility, please nominate the number of Additional New Shares you wish to subscribe for on the Entitlement and Acceptance Form where indicated and then return the completed Entitlement and Acceptance Form together with a cheque, bank draft, or money order for the applicable amount of Application Money (for your Entitlement plus the number of Additional New Shares you wish to subscribe for).

If paying by cheque, you should ensure that sufficient funds are held in relevant account(s) to cover the Application Monies as your cheque will be processed on the day of receipt. If the amount of your cheque, bank draft or money order for Application Monies (or the amount for which the cheque, bank draft or money order clears in time for allocation) is insufficient to pay in full for the number of New Shares you have applied for in your personalised Entitlement and Acceptance Form, you will be taken to have applied for such lower whole number of New Shares as your cleared Application Monies will pay for (and to have specified that number of New Shares on your personalised Entitlement and Acceptance Form). Alternatively, your application will not be accepted.

3.9 MAIL OR HAND DELIVERY

To participate in the Retail Entitlement Offer, your payment must be received no later than the close of the Retail Entitlement Offer, being 5.00pm (Sydney time) on 21 December 2016. If you are making payment via cheque, bank draft or money order, you should mail or hand deliver your completed personalised Entitlement and Acceptance Form together with Application Monies to:

Mailing Address	Hand Delivery Only
IVE Group Limited	IVE Group Limited
c/- Link Market Services Limited	c/- Link Market Services Limited
Reply Paid 3560	1A Homebush Bay Drive
Sydney NSW 2001	Rhodes NSW 2138
	(Please do not use this address for mailing purposes)

Since your payment needs to actually be received by the close of the Retail Entitlement Offer, you should allow time for delivery by mail.

Personalised Entitlement and Acceptance Forms and Application Monies will not be accepted at IVE’s registered or corporate offices, or other offices of the IVE Share Registry.

3.10 REPRESENTATIONS BY ACCEPTANCE

By completing and returning your personalised Entitlement and Acceptance Form or making a payment by BPAY[®] , you will be deemed to have represented to IVE that you are an Eligible Retail Shareholder and:

acknowledge that you have read and understand this Retail Offer Booklet and your personalised Entitlement and Acceptance Form in their entirety;
agree to be bound by the terms of the Retail Entitlement Offer, the provisions of this Retail Offer Booklet and IVE’s constitution;
authorise IVE to register you as the holder(s) of New Shares (and, if applicable, Additional New Shares) allotted to you;
declare that all details and statements in the personalised Entitlement and Acceptance Form are complete and accurate;
declare you are over 18 years of age and have full legal capacity and power to perform all of your rights and obligations under your personalised Entitlement and Acceptance Form;

IVE Group Limited – Retail Entitlement Offer

acknowledge that once IVE receives your personalised Entitlement and Acceptance Form or any payment of Application Monies via BPAY[®] , you may not withdraw your application or funds provided except as allowed by law;
agree to apply for and be issued up to the number of New Shares (including, if applicable, Additional New Shares) specified in the personalised Entitlement and Acceptance Form, or for which you have submitted payment of any Application Monies via BPAY[®] , at the Offer Price per New Share;
authorise IVE, the Underwriters, the IVE Share Registry and their respective officers or agents to do anything on your behalf necessary for New Shares (including, if applicable, Additional New Shares) to be issued to you, including to act on instructions of the IVE Share Registry upon using the contact details set out in your personalised Entitlement and Acceptance Form;
declare that you were the registered holder(s) at the Record Date of the Shares indicated on the personalised Entitlement and Acceptance Form as being held by you on the Record Date;
acknowledge that the information contained in this Retail Offer Booklet and your personalised Entitlement and Acceptance Form is not investment advice nor a recommendation that New Shares (including, if applicable, Additional New Shares) are suitable for you given your investment objectives, financial situation or particular needs;
acknowledge that this Retail Offer Booklet is not a prospectus, does not contain all of the information that you may require in order to assess an investment in IVE and is given in the context of IVE’s past and ongoing continuous and periodic disclosure announcements to ASX;
acknowledge the statement of risks in Appendix A (Key Risks) of the IVE Investor Presentation contained in Section 5 of this Retail Offer Booklet, and that investments in IVE are subject to risk;
acknowledge that none of IVE, the Underwriters, or their respective related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of IVE, nor do they guarantee the repayment of capital;
agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Retail Entitlement Offer and of your holding of Shares on the Record Date;
authorise IVE to correct any errors in your personalised Entitlement and Acceptance Form or other form provided by you;
represent and warrant (for the benefit of IVE, the Underwriters and their respective related bodies corporate and affiliates) that you did not receive an invitation to participate in the Institutional Entitlement Offer either directly or through a nominee, are not an Ineligible Retail Shareholder and are otherwise eligible to participate in the Retail Entitlement Offer;
acknowledge and agree that determination of eligibility of investors for the purposes of the institutional or retail components of the Entitlement Offer was determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of IVE and/or the Underwriters, and each of IVE and the Underwriters and their respective related bodies corporate and affiliates disclaim any duty or liability (including for negligence) in respect of that determination and the exercise of that discretion to the maximum extent permitted by law; and
represent and warrant that the law of any place does not prohibit you from being given this Retail Offer Booklet and the personalised Entitlement and Acceptance Form, nor does it prohibit you from making an application for New Shares (including, if applicable, Additional New Shares) and that you are otherwise eligible to participate in the Retail Entitlement Offer;
represent and warrant (for the benefit of IVE, the Underwriters and their respective related bodies corporate and affiliates) that you are not in the United States and you are not acting for the account or benefit of a person in the United States;
understand and acknowledge that neither the Entitlements nor the New Shares (including, if applicable, Additional New Shares) have been, or will be, registered under the US Securities Act or the securities laws of any state or other jurisdiction in the United States. The Entitlements may not be exercised by persons in the United States or by persons who are acting for the account or benefit of a person in the United States. The New Shares may not be offered or sold, directly or indirectly, to persons in the United States or to persons acting for the account or benefit of a person in the United States, except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable U.S. state securities laws;

IVE Group Limited – Retail Entitlement Offer

agree that you have not and will not send this Retail Offer Booklet, the Entitlement and Acceptance Form or any other materials relating to the Retail Entitlement Offer to any person in the United States or to any person acting for the account or benefit of a person in the United States; and
agree that if in the future you decide to sell or otherwise transfer the New Shares, you will only do so in transactions where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, a person in the United States or who is acting for the account or benefit of a person in the United States.

3.11 ENQUIRIES

If you have not received or you have lost your personalised Entitlement and Acceptance Form, or have any questions, please contact the IVE Shareholder Information Line on 1300 306 230 (within Australia) or +61 1300 306 230 (outside Australia). The IVE Shareholder Information Line is open from 8.30am to 5.30pm (Sydney time), Monday to Friday (excluding public holidays). If you have any further questions, you should contact your stockbroker, accountant or other professional adviser.�

4 AUSTRALIAN TAXATION CONSIDERATIONS

This section provides a summary of the key Australian income tax, capital gains tax (CGT), goods and services tax (GST) and stamp duty implications of the Retail Entitlement Offer for certain Eligible Retail Shareholders. The comments in this section are general in nature and are based on the Australian taxation legislation and administrative practice in force as at the date of this Retail Offer Booklet.

Specifically, the comments only apply to Eligible Retail Shareholders who hold Shares (and will hold New Shares and Entitlements) on capital account for Australian income tax purposes. Accordingly, the comments do not apply to Eligible Retail Shareholders who hold Shares, New Shares or Entitlements on revenue account or as trading stock (for example, where the Shares are acquired in connection with a business of share trading). Additionally, the comments in this section do not apply to Eligible Retail Shareholders who acquired Shares pursuant to an employee share scheme or are, themselves, the trustees of an employee share scheme.

The Australian taxation implications of the Retail Entitlement Offer may differ depending on whether an Eligible Retail Shareholder is a resident of Australia for income tax purposes. For that reason, where relevant, the comments in this section consider separately the tax consequences arising to an Australian resident Eligible Retail Shareholder and a non-resident Eligible Retail Shareholder as a result of the Retail Entitlement Offer. Eligible Retail Shareholders may wish to seek independent taxation advice to confirm whether they are residents of Australia for income tax purposes.

It is also important to note that the Australian taxation implications of the Retail Entitlement Offer may vary depending upon an Eligible Retail Shareholder’s individual facts and circumstances (aside from the tax residency status of the Eligible Retail Shareholder). As such, it is recommended that Eligible Retail Shareholders seek and rely upon independent taxation advice, which has regard to their particular facts and circumstances, before concluding on the Australian taxation treatment that may apply.

Neither IVE nor any of its officers or employees, nor its taxation or other advisers, accepts any liability or responsibility in respect of any statement concerning taxation consequences, or in respect of the taxation consequences themselves.

4.1 GRANT OF ENTITLEMENTS

Australian Resident Eligible Retail Shareholders

The grant of an Entitlement should not of itself result in an amount being included in your assessable income on the basis that the Entitlement is granted because of your ownership of an existing Share.

For CGT purposes, the date on which the Entitlement is acquired should be the same as the date on which you acquired your existing Share.

IVE Group Limited – Retail Entitlement Offer

Non-Resident Eligible Retail Shareholders

Ordinarily, the position described above with respect to Australian resident Eligible Retail Shareholders should equally apply to non-resident Eligible Retail Shareholders. However, the position may be different for non-resident Eligible Retail Shareholders whose Entitlement is held (and dealt with) by a nominee. In such cases, independent taxation advice should be obtained as to the potential Australian income tax consequences that may arise.

4.2 ENTITLEMENTS NOT TAKEN UP

As previously described in Section 2, any Entitlements not taken up by you will lapse and you will not receive any consideration for those Entitlements. In these circumstances, there should not be any tax implications for you.

4.3 TAKING UP OF ENTITLEMENTS

No income tax or CGT liability should arise to an Australian resident Eligible Retail Shareholder or non-resident Eligible Retail Shareholder on the taking up of the Entitlement.

If you take up all or part of your Entitlement you will acquire New Shares (including, if applicable, Additional New Shares). The cost base of each New Share for CGT purposes should be equal to the Offer Price plus any nondeductible incidental costs you incur in acquiring each New Share.

New Shares should be taken to have been acquired on the day you exercise the Entitlement. This is relevant when determining whether the CGT discount may apply on the subsequent disposal of New Shares; refer to Section 4.5 below.

4.4 DIVIDENDS ON NEW SHARES AS A RESULT OF ENTITLEMENTS TAKEN UP

Any future dividends or other distributions made in respect of New Shares should be subject to the same income taxation treatment as dividends or other distributions made on existing Shares held in the same circumstances.

4.5 SALE OF NEW SHARES

Australian Resident Eligible Retail Shareholders

If you sell your New Shares, you should derive a capital gain to the extent that the sale proceeds exceed the cost base of the New Shares (which should also include any non-deductible transaction costs associated with the sale).

Individuals, complying superannuation entities or trustees that have held the New Shares for at least 12 months (not including the date of acquisition or disposal), should be entitled to discount the amount of a capital gain resulting from the sale of New Shares (following the application of any current year or carry forward capital losses) by the ‘CGT discount’. The applicable discount factor is 50% for individuals and trustees, and 33[1] /3% for complying superannuation entities. The CGT discount is not available for companies (other than companies acting in the capacity of trustee). If you are a trustee, you should seek independent advice regarding the tax consequences arising to you (and your beneficiaries) as a result of the receipt of discount capital gains.

To the extent that the sale proceeds from the disposal of your New Shares are less than the reduced cost base of the New Shares (which should broadly be determined in a similar manner to its cost base), you may incur a capital loss. Any capital loss may be offset against capital gains you realise in the same income year or carried forward to be offset against future capital gains, subject to the satisfaction of applicable loss utilisation tests.

Non-Resident Eligible Retail Shareholders

If you sell your New Shares, you should derive a prima facie capital gain for CGT purposes to the extent that the sale proceeds exceed the cost base of the New Shares (which should include certain incidental costs, such as costs associated with the sale).

IVE Group Limited – Retail Entitlement Offer

However, any capital gain should generally be disregarded for Australian income tax purposes unless, broadly:

the New Shares is held by you in connection with an Australian permanent establishment; or
You and/or your associates hold at least 10% of the Shares in IVE and IVE is “land rich” for Australian income tax purposes. In the ordinary case, IVE should be land rich for Australian income tax purposes where more than 50% of the market value of its assets is comprised by Australian real property interests and/or certain rights over Australian minerals.

To the extent that the sale proceeds from the sale of your New Shares is less than the reduced cost base of the New Shares (which should broadly be determined in a similar manner to its cost base), you may incur a capital loss. However, any capital loss should generally be disregarded for Australian income tax purposes unless either of the above requirements are satisfied.

4.6 TAXATION OF FINANCIAL ARRANGEMENTS (TOFA)

The TOFA provisions operate to make assessable or deductible, gains or losses arising from certain ‘financial arrangements’. Importantly, the CGT discount is not available for any gain that is subject to the TOFA provisions.

An entitlement or right to receive a share is a ‘financial arrangement’. However, depending on the circumstances of the particular taxpayer, the TOFA provisions may be effectively excluded from applying. Further, certain taxpayers (including many individuals) may be excluded from the application of the TOFA provisions unless they make a valid election for the provisions to apply.

As the application of the TOFA provisions is dependent on the particular facts and circumstances of the taxpayer, you should obtain independent taxation advice in relation to the potential applicability of the TOFA provisions, in light of your own individual facts and circumstances.

4.7 OTHER AUSTRALIAN TAXES

No Australian GST or stamp duty should generally be payable in respect of the issue or taking up of Entitlements, or the acquisition of New Shares.

IVE Group Limited – Retail Entitlement Offer

5 ASX ANNOUNCEMENTS

5.1 OFFER LAUNCH ANNOUNCEMENT DATED 5 DECEMBER 2016

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IVE Group Limited ABN 62 606 252 644

Level 3 35 Clarence Street Sydney NSW 2000 P+61 2 9089 8550 ivegroup.com.au

ASX ANNOUNCEMENT – IVE GROUP LIMITED (ASX:IGL)

5 December, 2016

IVE GROUP ANNOUNCES THE STRATEGIC ACQUISITIONS OF FRANKLIN WEB AND AIW PRINTING AND CAPITAL RAISING

HIGHLIGHTS

IVE Group Limited ( “IVE” ) to acquire Melbourne based catalogue printers Franklin Web and AIW Printing for $116.0 million (the “Acquisitions” )
The Acquisitions represent IVE’s strategic extension into the large format web offset (“ LFWO” ) sector
The LFWO sector is an attractive and complementary sector that builds on IVE’s capabilities
IVE will fund the Acquisitions plus associated transaction fees and working capital via shares issued to the vendors of approximately $20.3 million[1] , new debt facilities of $92.0 million, a fully underwritten $20.0 million 1 for 8.9 accelerated non-renounceable entitlement offer and a $20.0 million placement
Targeting net synergies from the acquisitions of approximately $11.5 million per annum, full run rate expected to be achieved within 12 months of completion
The Acquisitions are expected to be EPS accretive (greater than 20%) to IVE shareholders in the first full year following integration[2]
The Acquisitions will result in a pro forma net debt / pro forma FY16 EBITDA of approximately 1.8x at completion

ACQUISITION DETAILS

OVERVIEW

IVE has today executed binding agreements to acquire the assets of The Franklin Printing Group Pty Ltd (“ Franklin” ) and 100% of the shares of Taverners No.13 Pty Ltd (“ AIW” ).

Franklin is a specialist catalogue producer with facilities based in Sunshine, Victoria. Founded in 1936, Franklin is the third largest player in the LFWO sector and has a strong reputation as a low cost producer of quality catalogue products. Franklin’s strong culture of customer service combined with a history of product innovation has enabled Franklin to build long term relationships with many of the leading retailers in Australia. On completion of the transaction IVE will pay Franklin cash consideration of $95.7 million and IVE scrip of approximately $4.3 million, subject to certain purchase price adjustments (including working capital).

�� Amounting to 10,078,982 number of shares.

�� Full run-rate of the $11.5m synergies to be achieved within twelve months of completion.

IVE Group Limited – Retail Entitlement Offer

Established in 2001, AIW specialises in catalogue production. AIW is the fourth largest player in the LFWO sector and is based in Springvale, Victoria. On completion of the transaction, IVE will issue AIW scrip of approximately $16.0 million. The completion of the AIW transaction is subject to certain purchase price adjustments (including working capital).

STRATEGIC RATIONALE

The Acquisitions consolidate IVE’s position as one of Australia’s leading full service marketing and print communications companies, with strong strategic and financial rationale:

Attractive opportunity to enter an adjacent and complementary sector;
Franklin is considered a market leading, low cost catalogue producer and the cornerstone acquisition for IVE’s expansion into the LFWO sector;
Unlock significant operational efficiencies of approximately $11.5 million per annum[3] through the integration of Franklin and AIW, with potentially additional unquantified revenue and cross-sell opportunities available;
Strengthens IVE’s offering to the retail sector, delivering customers a broader choice of services and consolidating IVE’s position as one of Australia’s leading full service marketing and print communications companies;
Diversifies IVE’s revenue base through expanding the range of value added products and services;
Strengthens management capability to support integration and growth; and
Financially compelling with EPS accretion of greater than 20% to IVE shareholders in the first full year following integration:[4]
- Post-synergies, the Acquisitions represent an EV / FY16 pro forma normalised EBITDA of 3.8x;
- The Acquisitions will result in a pro forma net debt / pro forma FY16 EBITDA of approximately 1.8x at completion; and
- IVE intends to maintain its stated dividend policy of a payout ratio between 65% and 75% of NPAT.

Operating synergies of $11.5 million per annum, full run rate are expected to be achieved within 12 months post completion. The synergies will be driven by consolidating the assets and business operations of Franklin and AIW and integrating IVE’s Blue Star DISPLAY business in Victoria with Franklin’s retail display business. Implementation costs include one off restructuring costs, expected to be between $6.5 million and $7.5 million, and one off capital expenditures are expected to be up to $18 million for the relocation of equipment and establishment of a catalogue production capability in IVE’s Blue Star WEB facility in Sydney and the expansion of IVE’s Blue Star DISPLAY capability in Victoria.

IVE Executive Chairman Geoff Selig said: “The acquisitions of Franklin and AIW build further on IVE’s ongoing diversification strategy which has been effectively executed over the last decade. The combination makes strategic sense for our businesses and delivers value for all

�� Full run rate of synergies expected to be achieved within 12 months post completion, excluding one-off

[restructuring costs and capital expenditures.]

�� Once synergies are fully realised and excludes one-off capital expenditures.

IVE Group Limited – Retail Entitlement Offer

our stakeholders. We are confident the combination will deliver improved customer outcomes, enhanced returns for shareholders and new opportunities for employees.”

“Importantly, Phil Taylor, CEO of Franklin, has agreed to continue his leadership of Franklin under IVE ownership. We are pleased to welcome Phil and his executive team to IVE and look forward to working together to build on our market leading full service offering.”

CEO of Franklin Phil Taylor said: “We are excited to be partnering with IVE for the next phase of our company’s growth. We look forward to working with a company that shares our passion for adding real value to our clients.”

Charles Garrard, Chairman of AIW, said “Industry consolidation in the large format web offset sector is long overdue because of the excess capacity. Despite strong support from our customers and dedicated staff, for which we are extremely grateful, AIW is not immune to the effects of this overcapacity. We believe that a combined IVE, Franklin and AIW operation will be a robust competitor offering a more diverse value proposition for its valued customers.”

SIGNIFICANT CHANGE TO SCALE OF ACTIVITIES

For the purposes of ASX Listing Rule 11.1, the Acquisitions will result in a significant change to the scale of IVE’s activities (as assessed against ASX’s criteria set out in Guidance Note 12). The impact of the Acquisitions, together with the equity funding described below (being the Entitlement Offer and Placement (each defined below)), on IVE’s total assets, total equity interests, annual revenue and annual profit before tax and extraordinary items, is set out below. ASX has provided in principle confirmation that shareholder approval is not required in relation to the Acquisitions.

The FY16 pro-forma combined revenue of the enlarged group is $610.0 million (compared with IVE standalone revenue of $382.0 million)
EBITDA pre and post pro-forma synergies of the enlarged group is $62.2 million and $73.7 million, respectively, (compared with IVE standalone EBITDA of $42.8 million)
NPAT pre and post pro-forma synergies of the enlarged group is $28.6 million and $34.3 million, respectively, (compared with IVE standalone NPAT of $20.9 million)
The FY16 pro-forma combined total assets are $379.2 million (compared with IVE standalone assets of $231.4 million)
The FY16 pro-forma combined total equity of the enlarged group is $130.0 million (compared with IVE standalone total equity of $81.5 million)

FUNDING

IVE is raising a combination of debt and equity to fully fund the combined purchase price of $116.0 million, associated transaction fees and working capital movement. The total consideration for the Acquisitions is to be funded as follows:

$20.0 million by way of a fully underwritten share placement to institutional shareholders at an offer price of $2.00 per new share (“ Offer Price ”) (“ Placement
$20.0 million by way of a fully underwritten accelerated non-renounceable 1 for 8.9 entitlement offer to all eligible shareholders at the Offer Price (“ Entitlement Offer ”);

IVE Group Limited – Retail Entitlement Offer

$20.3 million by way of IVE scrip to Franklin and AIW shareholders, subject to voluntary escrow arrangements (in respect of 50% of the scrip issued to AIW shareholders on completion); and
$62.2 million draw down of additional $92.0 million new senior debt facilities.
The Offer Price of $2.00 per new share represents
A 2.6% discount �� the theoretical ex-rights price (“ TERP ”)[5] ; and
A 3.4% discount to the last close price of $2.07 on Friday, 2 December 2016.

Approximately 20 million new IVE shares are expected to be issued under the Entitlement Offer and the Placement. The new ordinary shares will rank equally with existing ordinary shares. Shares issued under the Placement do not have rights to participate in the Entitlement Offer.

The Entitlement Offer and Placement are both fully underwritten by Bell Potter Securities Limited and Evans and Partners Pty Ltd.

ENTITLEMENT OFFER

The Entitlement Offer comprises an accelerated institutional entitlement offer (“ Institutional Entitlement Offe r”) and a retail entitlement offer (“ Retail Entitlement Offer ”).

Under the Entitlement Offer, eligible shareholders are invited to subscribe for 1 new IVE ordinary share (“ New Shares ”) for every 8.9 existing IVE ordinary shares (“ Entitlement ”) held as at 7.00pm (Sydney Time) on Wednesday, 7 December 2016 (“ Record Date ”).

New Shares issued under the Entitlement Offer will rank equally with existing shares from the date of allotment. The first dividend payable in respect of the New Shares will be the interim dividend for FY17 which is expected to be announced in February 2017.

Caxton Print Holdings Pty Limited As Trustee For Selig Family Trust (which represents the interests of Geoff Selig, Executive Chairman, and Paul Selig, Non-Executive Director), intends to take up 50% of its entitlement as part of the Entitlement Offer. Wolseley Partners Pty Ltd, being the largest shareholder of IVE and representing the interests of Wolseley Private Equity, is unable to take up any rights in the Entitlement Offer as its investment in IVE is held within a fully invested fund. All IVE directors who hold shares in IVE have stated they intend to take up some or all of their entitlements.

INSTITUTIONAL ENTITLEMENT OFFER

Eligible institutional shareholders will be invited to participate in the Institutional Entitlement Offer which will take place from Monday, 5 December 2016 to Tuesday, 6 December 2016.

Eligible institutional shareholders can choose to take up all, part or none of their Entitlement.

5 The TERP is the theoretical price at which IVE shares should trade at immediately after the ex-date for the Entitlement Offer. The TERP is a theoretical calculation only and the actual price at which IGL shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not equal the TERP. TERP is calculated by reference to IVE’s closing price of $2.07 on Friday, 2 December 2016 and includes shares issued under the Placement and shares issued to the vendors of Franklin and AIW.

IVE Group Limited – Retail Entitlement Offer

Institutional entitlements cannot be traded on the ASX. Institutional entitlements which are not taken up by eligible institutional shareholders by the close of the Institutional Entitlement Offer, and institutional entitlements that would otherwise have been offered to ineligible institutional shareholders, will be sold through an institutional shortfall bookbuild on Tuesday, 6 December 2016 (“ Institutional Shortfall Bookbuild ”).

RETAIL ENTITLEMENT OFFER

Eligible retail shareholders will be invited to participate in the Retail Entitlement Offer at the same Offer Price and offer ratio as the Institutional Entitlement Offer. The Retail Entitlement Offer will open on Monday, 12 December 2016 and close at 5.00pm (Sydney time) on Wednesday, 21 December 2016.

The Retail Entitlement Offer is open to eligible shareholders with a registered address in Australia or New Zealand.

Eligible retail shareholders wishing to participate in the Retail Entitlement Offer should carefully read the Retail Entitlement Offer Booklet and an accompanying personalised entitlement and acceptance form which are expected to be despatched on Monday, 12 January 2017. Copies of the Retail Entitlement Offer Booklet will be available on the ASX website and our website at www.ivegroup.com.au.

KEY DATES*

Event	Date
Trading halt and announcement of the Acquisitions,	Monday, 5 December 2016
Placement and Entitlement Offer
Placement and Institutional Entitlement Offer opens	Monday, 5 December 2016
Institutional Entitlement Offer closes	Tuesday, 6 December 2016
Placement and Institutional Shortfall Bookbuild	Tuesday, 6 December 2016
Trading halt lifted and shares recommence trading on ASX	Wednesday, 7 December 2016
Record Date for determining entitlement to subscribe for	7:00pm Sydney time Wednesday,
New Shares	7 December 2016
Retail Entitlement Offer opens	9:00am (Sydney time) Monday, 12 December 2016
Retail Entitlement Offer Booklet despatched to eligible shareholders	Monday, 12 December 2016
Settlement of Placement and applications in the Institutional Entitlement Offer	Monday, 12 December 2016
Allotment and normal trading of New Shares under the Placement and Institutional Entitlement Offer	Tuesday, 13 December 2016
Retail Entitlement Offer closes	5:00pm (Sydney time) Wednesday, 21 December 2016
Settlement of Retail Entitlement Offer	Friday30 December 2016

IVE Group Limited – Retail Entitlement Offer

��
Entitlement Offer	��
Quotation of New Shares issued under the Retail Entitlement Offer	Wednesday, 4 January 2017
Despatch of holding statements in respect of New Shares issued under the Retail Entitlement Offer	Wednesday, 4 January 2017

DEBT FUNDING

IVE has amended and increased its existing debt facilities with its principal lender in addition to raising new debt financing (arranged by existing lender) to fund the balance of the purchase price and provide funding capacity for ongoing growth initiatives. The new senior debt facilities will total $145.0 million being an increase of $92.0 million. Following completion of the Acquisitions, IVE will have net debt of $113.6 million[6] , which is approximately 1.8x pro forma FY16 normalised EBITDA

IVE plans to draw down $62.2 million to fund the Acquisitions, leaving headroom of approximately $30 million under the new debt financing arrangements.

IVE TRADING UPDATE

IVE continues to:

Execute the Group’s strategy to further diversify and grow;
Integrate recent acquisitions and continue a disciplined acquisition program; and
Be well positioned to build on its business momentum and on the strong culture that defines the company and delivers year on year growth.

ADDITIONAL INFORMATION / FURTHER ENQUIRIES

Further details of the Acquisitions and the Entitlement Offer are set out in the investor presentation also provided to ASX today. The investor presentation contains important information including the terms and effects of the Acquisitions, their risks and conditions and key risks and foreign selling restrictions with respect to the Entitlement Offer. Any person considering an investment in IVE should read the investor presentation and seek his or her own independent advice before making any decision in this regard.

IVE has retained Greenhill & Co. as financial adviser, Herbert Smith Freehills as legal adviser and KPMG as accounting and tax adviser.

If you have any questions in relation to the Entitlement Offer, please contact the IVE Group Limited Offer Information Line on 1300 306 230 (within Australia) and + 1300 306 230 (outside Australia) between 8:30am and 5:30pm (AEST) Monday to Friday. For other questions, you should consult your stockbroker, accountant, or other professional adviser.

Geoff Selig Darren Dunkley Executive Chairman Chief Financial Officer Telephone: +61 2 9089 8550 Telephone: +61 2 8020 4400

6 Including Finance Leases of $14.3 million.

IVE Group Limited – Retail Entitlement Offer

5.2 IVE INVESTOR PRESENTATION DATED 5 DECEMBER 2016

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Strategic Acquisitions of Franklin Web and AIW and Capital Raising

/ 5 DECEMBER 2016

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Important notices

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This investor presentation ( Presentation ) has been prepared by IVE Group Limited (ABN 62 606 252 644) ( IVE ). This Presentation has been prepared in relation to a pro-rata accelerated
non-renounceable entitlement offer of ordinary shares ( Shares ) in IVE. This offer will comprise an accelerated institutional entitlement offer ( Institutional Entitlement Offer ) and a retail
entitlement offer ( Retail Entitlement Offer ), under section 708AA of the Corporations Act 2001 (Cth) ( Corporations Act ) as modified by Australian Securities and Investments Commission
( ASIC ) Instrument 2016/84 (together, the Entitlement Offer ). A separate institutional placement will also take place concurrently with the Institutional Entitlement Offer ( Placement ). In this
Presentation, the Entitlement Offer together with the Placement is referred to as the Offer .
Summary information: This Presentation contains summary information about IVE and its activities which is current as at the date of this Presentation. The information in this Presentation is
of a general nature and does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in IVE or that would
be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act.
The historical information in this Presentation is, or is based upon, information that has been released to the Australian Securities Exchange ( ASX ). This Presentation should be read in
conjunction with IVE’s other periodic and continuous disclosure announcements lodged with the ASX, which are available at www.asx.com.au. Certain information in this Presentation has
been sourced from AIW Printing ( AIW ) and Franklin Web ( Franklin ), its representatives or associates. While steps have been taken to review that information, no representation or warranty,
expressed or implied, is made as to its fairness, accuracy, correctness, completeness or adequacy. Certain market and industry data used in connection with this Presentation may have been
obtained from research, surveys or studies conducted by third parties, including industry or general publications. Neither IVE nor its representatives have independently verified any such
market or industry data provided by third parties or industry or general publications.
Not an offer: This Presentation is not a prospectus, product disclosure statement or other offering document under Australian law (and will not be lodged with ASIC) or any other law. This
Presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction (and will not be lodged with the U.S Securities
Exchange Commission). Any decision to purchase New Shares must be made on the basis of the information to be contained in the offer document to be prepared and issued to eligible
investors.
The Retail Offer Booklet for the Retail Entitlement Offer will be available following its lodgement with ASX. Any eligible retail shareholder who wishes to participate in the Retail Entitlement
Offer should consider the Retail Offer Booklet in deciding to apply under that offer. Anyone who wishes to apply for New Shares under the Retail Entitlement Offer will need to apply in
accordance with the instructions contained in the Retail Offer Booklet and the entitlement and application form.
This Presentation does not constitute investment or financial product advice (nor tax, accounting or legal advice) or any recommendation to acquire entitlements or New Shares and does not
and will not form any part of any contract for the acquisition of entitlements or New Shares.
This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States.
Neither the New Shares nor the entitlements have been, and none of them will be, registered under the U.S. Securities Act of 1933 (the ‘ U.S. Securities Act ’) or the securities laws of any
state or other jurisdiction of the United States. Accordingly, the entitlements may not be taken up by, and the New Shares may not be offered or sold to, directly or indirectly in the United
States or to persons that are acting for the account or benefit of persons in the United States, unless they have been registered under the U.S Securities Act, or are offered and sold in a
transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws. This Presentation may not be released or
distributed in the United States.
Not investment advice: Each recipient of this Presentation should make its own enquiries and investigations regarding all information in this Presentation including but not limited to the
assumptions, uncertainties and contingencies which may affect future operations of IVE and the impact that different future outcomes may have on IVE. This Presentation has been prepared
without taking account of any person’s individual investment objectives, financial situation or particular needs. Before making an investment decision, prospective investors should consider the
appropriateness of the information having regard to their own investment objectives, financial situation and needs and seek legal, accounting and taxation advice appropriate to their
jurisdiction. IVE is not licensed to provide financial product advice in respect of IVE shares.
Cooling off rights do not apply to the acquisition of New Shares.
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IVE Group Limited – Retail Entitlement Offer

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Important notices (cont.)

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Investment risk: An investment in IVE shares is subject to known and unknown risks, some of which are beyond the control of IVE. IVE does not guarantee any particular rate of return or the
performance of IVE. Investors should have regard to the risk factors outlined in this Presentation and any other common investment risks when making their investment decision.
Financial data: All dollar values are in Australian dollars (A$ or AUD) unless otherwise stated. Investors should note that this Presentation contains pro forma and forecast financial information. In
particular, a pro forma balance sheet and historical combined profit and loss statement have been prepared by IVE based on adjusting the financial statements for IVE for the financial year ended
30 June 2016 and adjusting for the impact of the acquisitions of AIW and Franklin and the Offer. The financial information for AIW has been extracted from the audited financial statements of AIW
for the financial year ended 30 June 2016 and the financial information for Franklin has been extracted from the unaudited statutory accounts of Franklin for the financial year ended 30 June 2016
and, to the maximum extent permitted by law, IVE does not take responsibility for it.
The pro forma and other financial information, and past information, provided in this Presentation is for illustrative purposes only and is not represented as being indicative of IVE’s views on its
future financial condition and/or performance.
Investors should also note that this Presentation does not include the financial statements of AIW or Franklin. While this Presentation includes a pro forma balance sheet and historical combined
profit and loss statement of IVE as at 30 June 2016 to reflect the impact of the acquisition of AIW and Franklin and the Entitlement Offer, the pro forma financial information has been prepared by
IVE in accordance with the measurement and recognition requirements, but not the disclosure requirements, of applicable accounting standards and other mandatory reporting requirements in
Australia.
Investors should also note that the pro forma financial information does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and
Exchange Commission.
Investors should be aware that certain financial data included in this Presentation are ‘non-IFRS financial information’ under ASIC Regulatory Guide 230: ‘Disclosing non-IFRS financial information’
published by ASIC and are also ‘non-GAAP financial measures’ under Regulation G of the U.S. Securities Exchange Act of 1934. These measures include underlying net profit after tax, EBITDA,
EBIT, revenue and NPATA.
The disclosure of such non-GAAP financial measures in the manner included in the Presentation may not be permissible in a registration statement under the U.S. Securities Act. The non-IFRS
financial measures does not have a standardised meaning prescribed by Australian Accounting Standards and International Financial Reporting Standards ( IFRS ). Therefore, the non-IFRS financial
information is not a measure of financial performance, liquidity or value under the IFRS and may not be comparable to similarly titled measures presented by other entities, and should not be
construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Investors are cautioned, therefore, not to place undue reliance on any non-
IFRS financial measures included in this Presentation.
Future performance: This Presentation contains certain ‘forward looking statements’, including but not limited to projections, guidance on future revenues, earnings, margin improvement, other
potential synergies and estimates, the timing and outcome of the AIW and Franklin acquisitions, the outcome and effects of the Offer and the use of proceeds, and the future performance of IVE,
AIW and Franklin post acquisition. Forward looking statements can generally be identified by the use of forward looking words such as, ‘expect’, ‘anticipate’, ‘likely’, ‘intend’, ‘should’, ‘could’, ‘may’,
‘predict’, ‘plan’, ‘propose’, ‘will’, ‘believe’, ‘forecast’, ‘estimate’, ‘target’ ‘outlook’, ‘guidance’, ‘potential’ and other similar expressions within the meaning of securities laws of applicable jurisdictions
and include, but are not limited to, indications of, or guidance or outlook on, future earnings or financial position or performance of IVE, estimated net synergies after combination with AIW and
Franklin, the outcome and effects of the Offer and the use of proceeds. The forward looking statements contained in this Presentation are not guarantees or predictions of future performance and
involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of IVE, and may involve significant elements of subjective judgement and assumptions
as to future events which may or may not be correct. Refer to the ‘Key Risks’ section of this Presentation for a summary of certain general and IVE specific risk factors that may affect IVE.
There can be no assurance that actual outcomes will not differ materially from these forward-looking statements. A number of important factors could cause actual results or performance to differ
materially from the forward looking statements, including the risk factors set out in this Presentation. Investors should consider the forward looking statements contained in this Presentation in light
of those disclosures. The forward looking statements are based on information available to IVE as at the date of this Presentation.
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Important notices (cont.)

Except as required by law or regulation (including the ASX Listing Rules), IVE undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward looking statements. Past performance: Investors should note that past performance of IVE, including past share price performance of IVE and pro forma historical information in this Presentation, is given for illustrative purposes only and cannot be relied upon as an indicator of (and provides no guidance as to) future IVE performance including future share price performance. The pro forma historical information is not represented as being indicative of IVE’s views on its future financial condition and/or performance. Disclaimer: Determination of eligibility of investors for the purposes of the institutional or retail components of the Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of IVE and/or the underwriters, and each of IVE and the underwriters and each of their respective affiliates disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law. Each underwriter will rely on information provided by or on behalf of institutional investors in connection with managing, conducting and underwriting the Offer without having independently verified that information and the underwriters do not assume responsibility for the accuracy or completeness of that information.

For the avoidance of doubt, the underwriters and their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents have not authorised, permitted or caused the issue, dispatch or provision of this Presentation, and have not made or purported to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by any of them.

To the maximum extent permitted by law, IVE, the underwriters and their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents exclude and disclaim all liability, including without limitation for negligence or for any expenses, losses, damages or costs incurred by you as a result of your participation in the Offer and the information in this Presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. To the maximum extent permitted by law, IVE, the underwriters and their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of information in this Presentation and, with regards to the underwriters, them and their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents take no responsibility for any part of this Presentation or the Offer. The underwriters and their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents make no recommendations as to whether you or your related parties should participate in the Entitlement Offer nor do they make any representations or warranties to you concerning the Offer, and you represent, warrant and agree that you have not relied on any statements made by the underwriters, or their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees or agents in relation to the Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them. Statements made in this Presentation are made only as the date of this Presentation, except where otherwise indicated. The information in this Presentation remains subject to change without notice. IVE reserves the right to withdraw the Entitlement Offer or vary the timetable for the Entitlement Offer without notice. IVE reserves the right to withdraw, or vary the timetable for the Offer without notice. Disclosure: The underwriters, together with their respective affiliates, are full service financial institutions engaged in various activities, which may include trading, financing, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services including for which they have received or may receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/ or instruments of IVE, its affiliates and/ or persons and entities with relationships with IVE and/ or its affiliates. The underwriters are acting for and providing services to IVE in relation to the Offer. The underwriters have been engaged solely as independent contractors and are acting solely in a contractual relationship on an arm’s length basis with IVE. The engagement of the underwriters by IVE is not intended to create any agency, fiduciary or other relationship between the underwriters and IVE, its security holders or any other investors. The underwriters, in conjunction with its affiliates, are acting in their capacity as such in relation to the Entitlement Offer and will receive fees and expenses for acting in this capacity.

IVE Group Limited – Retail Entitlement Offer

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CONTENTS
6 01 / Transaction overview
10 02 / Overview of Franklin and AIW
14 03 / Transaction rationale and impact on IVE
22 04 / Transaction funding, pro forma financials and terms
26 05 / Offer summary
30 A / Key risks
36 B / Offer jurisdictions
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01 / Transaction overview

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IVE Group Limited – Retail Entitlement Offer

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Overview
IVE is expanding into the LFWO sector via the strategic acquisitions of Franklin and AIW
• IVE Group Limited ( IVE ) has entered into binding agreements to acquire:
- Franklin Web ( Franklin ) for $100 million as the cornerstone acquisition; and
- AIW Printing ( AIW ) for $16 million (together, the Acquisitions ) [(1)]
• The Acquisitions represent IVE’s strategic expansion into the large format web offset ( LFWO ) sector:
- LFWO operators specialise in the production of retail catalogues;
- the Acquisitions are consistent with IVE’s strategy to be a leading, full service marketing and print communications provider
Overview
• The Acquisitions will make IVE a leading player in the LFWO sector and establish it as a low cost and highly efficient specialist
catalogue producer through:
- the acquisition of Franklin and integrating AIW’s operations into Franklin’s market leading facility in Victoria over the next 12
months; and
- enhancing the combined group’s national coverage through the establishment of a catalogue production capability in IVE’s Blue
Star WEB facility in Sydney
• The IVE management team have a successful track record of acquiring, integrating and rationalising manufacturing businesses and a
detailed integration plan has been developed
(1) The Acquisitions are subject to customary conditions precedent
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Strategic rationale and highlights
Combining IVE, Franklin and AIW will create a competitive advantage and opportunities for future growth
LFWO sector is an attractive and complementary sector for IVE
1 • Catalogues continue to be a core part of retailers’ marketing strategies due to their audience reach and affordability
Franklin is considered a market leading, low cost catalogue producer and the cornerstone acquisition for IVE’s expansion into the
LFWO sector
2 • IVE integrating AIW into Franklin and leveraging its low cost production environment is expected to deliver operational synergies of
approximately $11.5 million per annum
• Establishing a catalogue production capability in Sydney will significantly enhance IVE’s ability to service national retailers
Significant opportunity to cross sell across the broader combined customer base
3 • Broadening IVE’s customer base across a range of leading retailers
• Minimal overlap between IVE’s existing customers and the customers of Franklin and AIW
4 Diversifies IVE’s revenue base through expanding the range of value added products and services
Financially compelling with expected EPS accretion of over 20% [(1)] through unlocking operational synergies
5 • Post-synergies, the Acquisitions represent an enterprise value / FY16 pro forma normalised EBITDA of 3.8x
6 Strengthens management capabilities to support integration and growth
(1) Once synergies are fully realised and excludes one off restructuring costs and one off capital expenditures
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Transaction summary

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• Franklin is the third largest LFWO operator in the Australian market by revenue [(1) ] with pro forma revenues of $151.2 million [(2)] and EBITDA of $21.2
Overview of million [(2)] in FY16 (FY16 EBITDA margin of 14%)
Franklin
• Owned by Phil Taylor, who will lead the combined Franklin and AIW business
Overview of • AIW is the fourth largest LFWO operator in the Australian market by revenue [(1) ] with pro forma revenues of $76.8 million [(2)] and an EBITDA loss of $1.8
AIW million [(2)] in FY16
• Expected operational synergies of approximately $11.5 million per annum (full run rate) expected to be realised within 12 months post completion,
driven by consolidating the assets and business operations of Franklin and AIW and integrating IVE’s Blue Star DISPLAY business in Victoria with
Synergies Franklin’s retail display business. In addition, there is potential for additional unquantified revenue and cross-sell opportunities available
• Implementation costs include one off restructuring costs expected to be between $6.5 million and $7.5 million, and one off capital expenditures
expected to be up to $18 million
• The Acquisitions and associated transaction costs will be fully funded through a combination of equity and debt
- a fully underwritten equity raising comprising a placement and entitlement offer:
o a 1 for 8.9 pro-rata, accelerated, non-renounceable entitlement offer to raise $20 million
Funding
o a placement of 10m shares to raise $20 million
- the issue of approximately $4.3 million of IVE shares to the Franklin vendors and approximately $16 million of IVE shares to the AIW vendors
- $62.2 million draw down of the $92.0 million new additional senior debt facilities provided by a syndicate of banks, including IVE’s existing lender
• EPS accretion of over 20% expected once synergies are fully realised (excluding one off restructuring costs and capital expenditures)
Expected • The Acquisitions will result in a pro forma net debt / pro forma FY16 EBITDA of approximately 1.8x at completion
financial
impact - debt levels are expected to reduce from high cash generation and synergies
• IVE intends to maintain its stated dividend policy of a payout ratio between 65% and 75% of NPAT
• Continue to execute IVE’s strategy to further diversify and grow
Trading • Integration of recent acquisitions and the continuation of a disciplined acquisition program
update
• IVE is well-positioned to build on its business momentum and on the strong culture that defines the company and delivers year on year growth
(1) Based on IVE’s management estimates of FY16 LFWO revenues
(2) The pro forma historical combined profit and loss statement has been prepared by IVE based on the audited financial statements for IVE for the financial year ended 30 June 2016 and
adjusting for the impact of the acquisitions of AIW and Franklin and the Offer. The financial information for AIW has been extracted from the audited financial statements of AIW for the
financial year ended 30 June 2016 and the financial information for Franklin has been extracted from the unaudited statutory accounts of Franklin for the financial year ended 30 June 2016
A number of pro forma adjustments have been made to the Franklin and AIW financial information. The primary adjustment is to reflect the terms of the new Franklin lease agreement to be
entered into in relation to the Franklin property and the terms of the sale and lease back of the AIW property on 30 June 2015
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02 / Overview of Franklin and AIW

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IVE Group Limited – Retail Entitlement Offer

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Overview of Franklin
Franklin is a market leading specialist catalogue producer and the cornerstone acquisition
Business overview Services
• Established in 1936, Franklin is a third generation business owned
by Phil Taylor
• Franklin’s core capability is the production
• Franklin is the third largest LFWO operator in the Australian market of retail catalogues and associated 94% of
by revenue [(1)] and has 182 employees materials Franklin’s
• Operating locations Catalogues • Franklin is a leading catalogue producer FY16 pro forma
– headquartered in Sunshine, Victoria with a 55,000sqm operating in Australia, providing innovative solutions revenues [(2)]
facility providing the opportunity to accommodate AIW equipment to increase the impact of a customer’s
catalogue campaign
– sales office locations in Sydney, Brisbane and Adelaide
• A strong culture of customer service combined with a history of
product innovation has enabled Franklin to build long term
relationships with many of the leading retailers in Australia
• In recent years, Franklin has developed a complementary retail
display business to broaden its customer offering 6% of
Retail • Franklin provides a wide range of retail Franklin’s
display products as a complementary FY16 pro
display ‘value-add’ to its core catalogue offering forma
revenues [(2)]
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Overview of Franklin

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(1) Based on IVE’s management estimate of FY16 LFWO revenues
(2) The pro forma financial information is based on Franklin’s unaudited statutory accounts for the financial year ended 30 June 2016
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Financial performance of Franklin

Franklin is a low cost and highly efficient specialist catalogue producer

Revenue

Revenue growth of 12.4% from FY14A to FY16A was primarily driven by new contract wins and growth in retail display sales
Gross margin improvement from FY15A to FY16A was driven by improved procurement of key input costs and growth in retail display sales which attract a higher gross margin
Franklin has high quality customers across multiple industries with the top three industries serviced being:
department stores;
pharmacy retailers; and
electrical retailers
Average tenure of Franklin’s top twelve customers[(1)] is nine years

EBITDA

EBITDA growth of 16.5% from FY14A and FY16A was driven by new contract wins, reduced input costs and growth in the higher margin retail display business
High EBITDA to operating cash flow conversion in excess of 100% between FY14A and FY16A

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Pro forma revenue and gross margin [(1)]
160 40.0%
140 25.3% 23.0% 24.4% 30.0%
120 20.0%
100 10.0%
134.4 150.3 151.2
80 0.0%
FY14 FY15 FY16
Revenue Gross margin
Pro forma EBITDA and EBITDA margin [(1)]
22 30.0%
20
18 13.5% 12.3% 14.0% 20.0%
16
10.0%
14
18.2 18.5 21.2
12 0.0%
FY14 FY15 FY16
EBITDA EBITDA margin
$ millions
$ millions
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(1) The pro forma financial information is based on Franklin’s unaudited statutory accounts for the financial year ended FY14, FY15 and FY16. A number of pro forma adjustments have been made to the Franklin financial information. The primary adjustment is to reflect the terms of the new Franklin lease agreement to be entered into in relation to the Franklin property

IVE Group Limited – Retail Entitlement Offer

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Overview of AIW

AIW will be integrated with Franklin to deliver significant integration and synergy benefits

Business overview

Established in 2001, AIW specialises in catalogue production and is owned by the Taverners Group
AIW is the fourth largest LFWO operator in the Australian market by revenue[(1)] and has 121 employees
Headquartered in a 32,000sqm operating facility in Springvale, Victoria
Customers include a range of long term blue chip retailers

Financial performance commentary

The deterioration in the financial performance between FY14A to FY15A is due to the loss of a major contract. Further decline in the financial performance between FY15A and FY16A is primarily due to pricing pressures and a fixed cost base
Opportunity for IVE to integrate AIW’s operations into Franklin’s market leading facility and leverage Franklin’s low cost production environment

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Pro forma revenue and gross margin [(2)]
100 25.0%
80 20.0%
12.9%
60 15.0%
40 7.6% 4.8% 10.0%
20 5.0%
92.5 79.4 76.8
0 0.0%
FY14 FY15 FY16
Revenue Gross margin
Pro forma EBITDA and EBITDA margin [(2)]
8.0 12.0%
5.8
6.0
4.0 6.2% 8.0%
2.0 4.0%
0.3 0.4% (1.8)
0.0
FY14 FY15 FY16 (2.4%) 0.0%
(2.0)
(4.0) (4.0%)
EBITDA EBITDA margin
$ million
$ million
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(1) Based on IVE’s management estimate of FY16 LFWO revenues
(2) The pro forma financial information is based on AIW’s audited financial statements for the financial year ended FY14, FY15 and FY16. A number of pro forma adjustments have been made to the AIW financial information. The primary adjustment is to reflect the terms of the sale and lease back of the property on 30 June 2015

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03 / Transaction rationale and impact on IVE

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IVE Group Limited – Retail Entitlement Offer

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Strategic rationale

Consolidating the LFWO sector is a strategic move by IVE to unlock value for shareholders

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1 Attractive and complementary sector 2 Combines Franklin’s business with AIW and IVEmarket leading 3 Broader customer base and significant opportunity to cross sell
� LFWO is a sector in which IVE does not � The integration of AIW with Franklin’s low � Broadens the customer base across a
currently operate but is complementary to its cost production environment will establish range of leading retailers
product and service offering IVE as a low cost and highly efficient � Minimal overlap between IVE’s existing
� Attractive sector as catalogues continue to specialist catalogue producer customers and the customers of Franklin
be a core part of retailers’ marketing � Greater national coverage with expanded and AIW
strategies due to their audience reach and manufacturing footprint in Sydney and
affordability Melbourne, which is attractive to national
retailers
4 Diversifies revenue base 5 Financially compelling through unlocking synergies 6 Strengthens management capabilities to support growth
� Expands IVE’s range of value added products � Unlocking operational synergies expected � Phil Taylor, the current owner of Franklin,
and services to be approximately $11.5 million per will lead the combined Franklin and AIW
� Strengthens IVE’s offering to the retail sector annum business
� Acquisitions are expected to be over 20% � Enhanced management capabilities and
EPS accretive once synergies are fully relevant expertise to support integration and
realised [(1)] growth
(1) Excludes one off restructuring costs and one off capital expenditures
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Attractive and complementary sector

The LFWO sector produces catalogues which are a core media distribution channel

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Sector overview Industry volumes by distribution [(1)]
• The LFWO sector specialises in the production of retail catalogues • In Australia, approximately eight billion catalogues are distributed each year
• The market for catalogues is estimated to be ~$1.5 billion [(1)] in Australia, 10,000
and reaches an estimated audience of 19.7 million [(1)] people
8,000
• With 70% of customers preferring print catalogues over digital media [(1)] ,
catalogues offer advertisers an affordable media channel with strong 6,000
customer engagement 4,000
• The four key operators in the sector are Franklin, AIW, PMP and IPMG
2,000
– PMP and IPMG have recently announced a proposed merger
• In recent times, the sector has suffered from over-capacity 0 FY09 FY10 FY11 FY12 FY13 FY14 FY15
Preferred media channel (Catalogues) [(1)] Catalogue readership: print vs online [(1)]
• Catalogues remain a key media channel in influencing purchasing • 70% of Australian aged 14+ read catalogues, with 67% of 25-34 year
decisions in key consumer segments olds (a power consumer market) reading printed catalogues
compared to 13% reading online
Segment Influence [(2)]
Groceries 49% 100%
Liquor 42% 80%
Children's wear 40% 60%40% Print
Toys 39% 20% Online
Cosmetics / toiletries 36%
0%
Clothing / fashion 35% Australian 14-24 25-34 34-49 50+
14+
(1) Source: Australian Catalogue Association 2015 industry report
(2) Influence is the portion of Australians who believed that catalogues were the most useful form of media when making purchasing decisions
millions
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Attractive and complementary sector (cont.)
The Acquisitions further enhance IVE’s unparalleled marketing offering
IVE Group
Creative services Direct marketing Retail display Promotional Logistics and Fundraising Managed
Print merchandising fulfilment agency solutions
production
n/a Number 1 Top 2 Top 3 n/a Number 1 Top 2
Commercial and Niche web offset Large format web
digital offset
Number 1 Top 2 Top 3
AIW Printing Franklin Web
Integrate
Number 4 [(1)] Number 3 [(1)]
(1) Based on IVE’s management estimate of FY16 LFWO revenues
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Attractive and complementary sector (cont.)

The Acquisitions further enhance IVE’s unparalleled marketing offering

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Combining Franklin and AIW

Integrating AIW into Franklin and leveraging its low cost production environment

Franklin

Cornerstone of new LFWO strategy
Extensive due diligence completed
Well known to IVE for a number of years
Lowest cost producer, quality manufacturing assets
Long term customer relationships, track record of customer retention
Focus on customer service and product innovation
Strong cultural fit with IVE
Experienced management team, led by Phil Taylor
Additional space available for expansion
Industry leading specialist catalogue producer
� Quality asset base � Highly efficient, low cost specialist catalogue producer

Integration

Detailed integration plan developed
Execution within 12 months
Selected AIW assets relocated to Franklin's market leading facility � Attractive Sydney and Melbourne
� Staged exit from AIW site manufacturing capability to support national retailers
Key AIW staff retained
Strong, performance based culture delivering
� Catalogue capability established in Blue for customers Star WEB’s Sydney facility
New business and cross sell opportunities to
� LFWO sector revenues re-balanced across drive growth Sydney and Melbourne operations
Leverage the combined Franklin and IVE
� IVE's Victorian retail display business reputation and expanded national footprint integrated with Franklin's retail display business � Comprehensive marketing solutions for retail vertical
Strong forward bookings
Excellent reputation and extensive knowledge and contacts

IVE Group Limited – Retail Entitlement Offer

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Broader customer base and cross sell

The Acquisitions further enhance IVE’s diverse customer base, adding a range of long term, blue chip customers

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IVE standalone (% of FY16 pro forma revenue) [(1)] IVE post transaction (% of FY16 pro forma revenue) [(1)]
Pro forma FY16 Revenue of $382 million Pro forma FY16 Revenue of $610 million
Top customer
4%
Top 2 - 5 customers
10%
Top
customer Top 2 - 5
4% customers
9%
Top 6 - 20
customers Top 6 - 20
19% 60% increase customers16%
in FY16 pro
forma
revenues
Others
customers
69%
Others customers
70%
Total number of customers: 2,412 Total number of customers: 2,728
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(1) The pro forma historical combined profit and loss statement has been prepared by IVE based on the audited financial statements for IVE for the financial year ended 30 June 2016 and adjusting for the impact of the acquisitions of AIW and Franklin and the Offer. The financial information for AIW has been extracted from the audited financial statements of AIW for the financial year ended 30 June 2016 and the financial information for Franklin has been extracted from the unaudited statutory accounts of Franklin for the financial year ended 30 June 2016

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Financially compelling

Expected operational synergies of approximately $11.5 million per annum (full run rate) expected to be realised within 12 months post completion. In addition, there is potential for additional unquantified revenue and cross-sell opportunities available

Targeted synergies	Targeted synergies
Gross margin synergies	• Procurement savings through leveraging the buying power of the combined group to lower input costs • Opportunity to realise savings through insourcing work previously outsourced • Reduction in freight costs and paper wastage
Direct cost synergies	• Savings associated with the integration of the AIW facility into Franklin and IVE’s Blue Star WEB facility including labour costs, rental expense, repairs and maintenance expenses, utilities and other manufacturing expenses
SG&A synergies	• Reduction in corporate overheads • Streamlining of sales teams • Integration of business support functions (including IT, HR and payroll)
Other synergies	• Integration of IVE’s Blue Star DISPLAY operations in Victoria with Franklin’s retail display business
Implementation costs
Implementation costs	• One off restructuring costs expected to be between $6.5 million and $7.5 million • One off capital expenditures expected to be up to $18 million in relation to the relocation of equipment, establishment of a catalogue production capability in the Blue Star WEB facility in Sydney and the expansion ofIVE’s retaildisplay capability in Victoria • Implementation costs are expected to be incurred within the first 12 months post acquisition

IVE Group Limited – Retail Entitlement Offer

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Expected financial impact

Expected EPS accretion of over 20%[(1)] through unlocking operational synergies

Description
• Expected EPS accretion of more than 20% once synergies are fully realised (excluding one off restructuring costs)
Accretion • Post-synergies, the Acquisitions represent an enterprise value / FY16 pro forma normalised EBITDA of 3.8x • An increase in Borrowings of $60.4 million[(2)] from additional new debt facilities of $92 million provided by a syndicate of banks, including IVE’s existing lender – Total pro forma Borrowings of $127.7 million[(3)] with headroom of $30 million at completion
Capital structure • The increased Borrowings are expected to result in pro forma net debt / pro forma FY16 EBITDA of approximately 1.8x at completion
• Debt levels expected to reduce from high cash generation and synergies • Cash conversion is expected to remain high
Dividend policy • IVE intends to maintain its stated dividend policy of a payout ratio between 65% and 75% of NPAT
(1) Once synergies are fully realised and excludes one off restructuring costs and one off capital expenditures
(2) The increase in Borrowings of $60.4 million is net of transaction costs in relation to the increased debt facility of $1.8 million which are capitalised and amortised over the life of the facility (3) Total pro forma Borrowings include Finance Leases of $14.3 million

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04 / Transaction funding, pro forma financials and terms

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Acquisition funding and terms

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Acquisition terms
IVE has entered into binding agreements to acquire the assets of Franklin for $100 million and the shares of AIW for
Purchase price $16 million
Closing conditions The Acquisitions are subject to customary conditions precedent
Completion date The Acquisitions are expected to complete by 13 December 2016
Sources and uses of funding
Sources of funds $ million Uses of funds $ million
Draw down on new additional debt facilities 62.2 Purchase consideration for Franklin 100.0
Placement 20.0 Purchase consideration for AIW 16.0
Entitlement Offer 20.0 Associated transaction costs 6.5
Scrip to vendors 20.3
Total 122.5 Total 122.5
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Pro forma historical combined Profit and Loss

	FY16 pro forma Profit and Loss(1)	FY16 pro forma Profit and Loss(1)	FY16 pro forma Profit and Loss(1)	FY16 pro forma Profit and Loss(1)	FY16 pro forma Profit and Loss(1)
$ millions (unless otherwise stated)	IVE	Franklin(2)	AIW(2)	Adjustments for the Acquisitions(3)	Pro forma combined group
Revenue 382.0 151.2 76.8 - 610.0
EBITDA 42.8 21.2 (1.8) 11.5 73.7
EBIT 32.8 13.7 (2.6) 11.5 55.3
PBT 30.6 13.7 (2.6) 8.1(4) 49.7
NPAT 20.9 9.6 (1.9) 5.7 34.3
NPATA 22.5 9.6 (1.9) 5.7 35.9
Shares on issue 89.2m 30.1m 119.3m

(1) The pro forma historical combined profit and loss statement have been prepared by IVE based on the audited financial statements for IVE for the financial year ended 30 June 2016 and adjusting for the impact of the acquisitions of AIW and Franklin and the Offer. The financial information for AIW has been extracted from the audited financial statements of AIW for the financial year ended 30 June 2016 and the financial information for Franklin has been extracted from the unaudited statutory accounts of Franklin for the financial year ended 30 June 2016
(2) A number of pro forma adjustments have been made to the Franklin and AIW financial information. The primary adjustment is to reflect the terms of the new Franklin lease agreement to be entered into in relation to the Franklin property and the terms of the sale and lease back of the AIW property on 30 June 2015
(3) Commentary on the Adjustments:
Full run rate of synergies have been estimated at $11.5 million (excludes one off restructuring costs and one off capital expenditures)
Excludes any post completion purchase price accounting adjustments (which may give rise to a change in fair value of identifiable assets and liabilities and subsequent changes to depreciation and amortisation costs), any potential write-down or impairment of surplus equipment and any impact of drawdowns on debt facilities to fund implementation costs
(4) Pro forma finance costs are based on net debt in the pro forma historical combined Balance Sheet and the terms of the new debt facilities

IVE Group Limited – Retail Entitlement Offer

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Pro forma historical combined Balance Sheet

	FY16 pro forma Balance Sheet(1)	FY16 pro forma Balance Sheet(1)	FY16 pro forma Balance Sheet(1)	FY16 pro forma Balance Sheet(1)	FY16 pro forma Balance Sheet(1)
$ millions (unless otherwise stated)	IVE FY16 Statutory	IVE pro forma adjustment	Impact of Offer and new banking facilities	Impact of the Acquisitions	Pro forma combined group
Cash 14.5 (0.4) 95.7 (95.7) 14.1
Receivables 66.7 - - 26.9 93.6
Inventory 12.5 - - 27.7 40.2
PP&E 41.7 - - 58.2 99.9
Goodwill and Intangibles 87.5 2.6 0.5 31.6 122.2(2)
Other Assets 8.5 - - 0.6 9.1
Total Assets 231.4 2.3 96.2 49.3 379.2

Trade and Other Payables 73.4 (6.6) - 24.3 91.1
Borrowings 36.8 16.2 60.4(3) - 113.4
Finance leases 14.3 - - - 14.3
Other Liabilities 25.5 0.2 - 4.6 30.3
Total Liabilities 149.9 9.9 60.4 29.0 249.1

Total Equity 81.5 (7.7) 35.9 20.3 130.0
(1) The pro forma balance sheet is based on the audited balance sheet of IVE as at 30 June 2016 which is then adjusted to reflect the IVE dividend paid in October 2016, the acquisition of The Mailing House in October 2016 and the payment of deferred consideration for historical acquisitions post 30 June 2016. The financial information for AIW has been extracted from the audited financial statements of AIW for the financial year ended 30 June 2016 and the financial information for Franklin has been extracted from the unaudited statutory accounts of Franklin for the financial year ended 30 June 2016

(2) Excludes any post completion purchase price accounting adjustments, any potential write downs or impairment of surplus equipment and any impact of draw down on debt facilities to fund implementation costs
(3) The increase in Borrowings of $60.4 million is net of transaction costs in relation to the increased debt facility of $1.8 million which are capitalised and amortised over the life of the facility

05 / Offer summary

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Sources of funding
• A fully underwritten equity raising comprising a placement and entitlement offer (the Offer ):
Placement and Entitlement Offer – a 1 for 8.9 pro-rata, accelerated, non-renounceable Entitlement Offer to raise approximately $20 million; and
– a placement of 10m shares to raise $20 million
• Issue of approximately $4.3 million of IVE shares to the vendors of Franklin and approximately $16 million of IVE shares to the
Scrip to vendors vendors of AIW
• $8 million of shares issued to the AIW vendors are subject to a 12 month escrow
Debt • Draw down of $62.2 million from additional new debt facilities of $92 million provided by a syndicate of banks, including IVE’s
existing lender
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Offer details
• Fully underwritten placement and 1 for 8.9 pro-rata, accelerated, non-renounceable Entitlement Offer to raise gross proceeds of
Offer structure and size approximately $40 million
• Approximately 20 million New Shares to be issued
• Entitlement Offer will be conducted at $2.00 per New Share ( Offer Price )
Offer price - 3.4% discount to the last traded price of $2.07 on Friday 2 December 2016
- 2.6% discount to TERP [(] ¹ [)] of $2.05
• $20 million Placement to institutional and sophisticated investors
• Approximately $15.5 million Institutional Entitlement Offer to existing institutional shareholders
Institutional investors - the Institutional Entitlement Offer will be conducted on Monday 5 December 2016
- New Shares equivalent to the number of New Shares not taken up and those that would have been offered to ineligible shareholders will
be placed into an institutional shortfall bookbuild to be conducted on Tuesday 6 December 2016
• Approximately $4.5 million Retail Entitlement Offer to existing eligible retail shareholders
- the Retail Entitlement Offer will open on 9.00am (Sydney time) Monday, 12 December 2016 and close on 5.00pm (Sydney time)
Retail investors Wednesday, 21 December 2016
- eligible retail shareholders may also apply for additional New Shares beyond their entitlement, up to a maximum of 100% of their
Entitlement, subject to the limitations and scale-back discretion detailed in the Retail Offer Booklet
• Caxton Print Holdings Pty Limited As Trustee For Selig Family Trust (which represents the interests of Geoff Selig, Executive Chairman, and
Paul Selig, Non-Executive Director), intends to take up 50% of its entitlement as part of the Entitlement Offer. Wolseley Partners Pty Ltd,
Director commitments being the largest shareholder of IVE and representing the interests of Wolseley Private Equity, is unable to take up any rights in the
Entitlement Offer as its investment in IVE is held within a fully invested fund. All IVE directors who hold shares in IVE have stated they intend
to take up some or all of their entitlements
• New Shares issued under the Entitlement Offer and Placement will rank equally with existing fully paid ordinary shares from their time of
Ranking issue, however, New Shares under the Placement do not have rights to participate in the Entitlement Offer
Underwriters • Offer is fully underwritten by Bell Potter Securities Limited and Evans and Partners Pty Ltd
(1) The TERP is the theoretical price at which IVE shares should trade at immediately after the ex-date for the Entitlement Offer. The TERP is a theoretical calculation only and the actual price at
which IGL shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not equal the TERP. TERP is calculated by reference to IVE’s closing
price of $2.07 on Friday 2 December 2016 and includes shares issued under the Placement and shares issued to the vendors of Franklin and AIW
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IVE Group Limited – Retail Entitlement Offer

|Offer timetable
| 29
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| 29
Not for distribution or release in the United States|
|---|---|
|Event|Date(1)|
|Trading halt and announcement of the Acquisitions, Placement and Entitlement Offer
Monday, 5 December 2016||
|Placement and Institutional Entitlement Offer opens
Monday, 5 December 2016||
|Institutional Entitlement Offer closes
Tuesday, 6 December 2016||
|Placement and Institutional Shortfall Bookbuild
Tuesday, 6 December 2016||
|Trading halt lifted and shares recommence trading on ASX
Wednesday, 7 December 2016||
|Record Date for determining entitlement to subscribe for New Shares
7.00pm (Sydney time)(2)Wednesday, 7 December 2016||
|Retail Entitlement Offer opens
9.00am (Sydney time)(2)Monday, 12 December 2016||
|Retail Entitlement Offer Booklet despatched to eligible shareholders
Monday, 12 December 2016||
|Settlement of Placement and applications in the Institutional Entitlement Offer
Monday, 12 December 2016||
|Allotment and normal trading of New Shares under the Placement and Institutional Entitlement Offer
Tuesday, 13 December 2016||
|Retail Entitlement Offer closes
5.00PM (Sydney time)(2) Wednesday, 21 December 2016||
|Settlement of Retail Entitlement Offer
Friday, 30 December 2016||
|Allotment of New Shares issued under the Retail Entitlement Offer
Tuesday, 3 January 2017||
|Quotation of New Shares under the Retail Entitlement Offer
Wednesday, 4 January 2017||
|Despatch of holding statements in respect of New Shares issued under the Retail Entitlement Offer
Wednesday, 4 January 2017||

Notes:

(1) All dates and times are indicative and subject to change without notice

(2) Australian Eastern Daylight Savings Time

Appendix A / Key risks

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IVE Group Limited – Retail Entitlement Offer

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Key risks
Acquisition and Offer Risks
Topic Summary Topic Summary
Reliance on � IVE undertook a due diligence process in respect of Franklin and AIW, Acquisition � While the acquisition agreements do not contain any material conditions
Information Provided which relied mostly on the review of financial and other information provided Completion Risk precedent to completion and completion is scheduled to occur shortly after
by the vendors. While IVE considers the due diligence process undertaken settlement of the Institutional Entitlement Offer, there is a risk that the AIW
to be appropriate, IVE has not been able to verify the accuracy, reliability or Acquisition or the Franklin Acquisition does not proceed on the current
completeness of all the information which was provided to it against terms and expected timing due to unforeseen circumstances, and that this
independent data. Similarly, IVE has prepared (and made assumptions in could materially and adversely affect IVE.
the preparation of) the financial information relating to Franklin/AIW and the
IVE Group post-completion included in this Presentation in reliance on limited financial information and other information provided by the vendors. Some of this information was unaudited. If any of the data or information provided to and relied upon by IVE in its due diligence process and its preparation of this Presentation proves to be incomplete, incorrect, inaccurate or misleading, there is a risk that the actual financial position and performance of IVE may be materially different to the financial position and performance expected by IVE and reflected in this Presentation. Debt Facilities and Funding Risk � IVE has entered into a syndicated facilities agreement (Facility Agreement) to refinance its existing indebtedness and provide funding for the Franklin Acquisition and associated acquisition costs. If certain conditions precedent are not satisfied or certain events occur, the financiers may be entitled not to fund under the terms of the Facility Agreement , which would have an adverse impact on IVE’s sources of funding for the transaction.
� Investors should also note that there is no assurance that the due diligence conducted was conclusive and that all material issues and risks in respect of the Acquisitions have been identified. Therefore, there is a risk that unforeseen issues and risks may arise, which may also have a material impact on IVE. This could adversely affect the operations, financial performance or position of IVE. Further, the information reviewed by IVE � If the conditions precedent are not satisfied and IVE’s financiers do not fund under the Facility Agreement and IVE is unable to source alternate funding, it may be unable to complete the Franklin Acquisition and/or the AIW Acquisition and could be required to pay damages. If this was to occur the Offer may not proceed and in this circumstance all application moneys paid would be refunded to investors.
includes forward looking information. While IVE has been able to review � If the proposed Acquisitions occur, there will be an increase in IVE’s debt
some of the foundations for the forward looking information relating to levels. The use of debt financing to partially fund the transaction means
Franklin/AIW, forward looking information is inherently unreliable and based that IVE will be more exposed to risks associated with gearing. For
on assumptions that may change in the future. example, IVE will be more exposed to any movements in interest rates.
� IVE has sought to mitigate the risks associated with the information Historical liabilities � Since it is acquiring the shares in AIW, IVE will also indirectly assume any
provided during due diligence by seeking certain warranties and indemnities liabilities that AIW has from its past operations, including any liabilities
from the vendors. which were not identified during its due diligence or which are greater than
Analysis of � IVE has undertaken financial, business and other analyses of Franklin and expected, for which insurance may not be adequate or available, and for
Opportunity AIW in order to determine its attractiveness to IVE and whether to pursue which IVE will not have post-closing recourse under the AIW Acquisition
the transaction. It is possible that such analyses, and the best estimate Agreement. Such liabilities may adversely affect the financial performance
assumptions made by IVE, draw conclusions and forecasts that are or position of IVE post-acquisition.
inaccurate or which are not realised in due course. To the extent that the
actual results achieved by Franklin and AIW are different than those
indicated by IVE’s analysis, there is a risk that the profitability and future
earnings of the operations of IVE may be materially different from the
profitability and earnings expected as reflected in this Presentation.
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Key risks (cont.)
Acquisition and Offer Risks (cont.)
Topic Summary Topic Summary
Franklin and AIW � Reduced demand for catalogue products – The post-acquisition Underwriting Risk o there are certain delays in the timetable for the Entitlement Offer,
specific risks performance of IVE will be influenced by the overall condition of the (cont.) without the Joint Lead Managers’ consent;
marketing and print communications industry in Australia. The primary services offered by AIW and Franklin are the printing of catalogue products and new end-user marketing and communications preferences o there are certain financial or economic disruptions in key market or hostilities commence or escalate in certain key countries;
may result in an unexpected reduction in demand for these catalogue o there is a change in the board or certain senior management
products. This may result in the reduction in the level of IVE’s revenue. changes; or
� Loss of key management personnel – Franklin and AIW’s historical o an adverse change, or an event that is likely to lead to an adverse
performance is attributable in part to its key management personnel and change, occurs in the assets, liabilities, financial position or
members of the senior management team. There is a risk that IVE may performance, profits, losses or prospects of IVE or the IVE Group
not be able to retain these persons or be able to find effective from that disclosed to ASX up to, and including, the Announcement
replacements for them in a timely manner. The loss of such personnel or Date.
any delay in their replacement may adversely affect IVE’s ability to develop and implement its business strategies and ultimately adversely � The ability of the Underwriters to terminate the Underwriting Agreement
affect IVE’s business, operating and financial performance. The loss of in respect of some events will depend on whether the event has or is
key personnel could have an adverse impact on IVE’s operations and likely to have a material adverse effect on the success, marketing or
potentially result in the loss of key client relationships and the potential settlement of the Offer, the value of the securities, or the willingness of
loss of business knowledge. investors to subscribe for securities, or where they may give rise to
liability for the Underwriters. Termination of the Underwriting Agreement
� Loss of key customers – IVE’s business is dependent on its ability to would have an adverse impact on the amount of proceeds raised under
retain its existing customers. Its growth is dependent on its ability to attract the Offer and could affect IVE’s ability to pay the purchase price for the
new customers and increase its business with its existing customers. IVE AIW/Franklin acquisitions. If the Underwriting Agreement is terminated,
may not be successful in retaining the historical clients of AIW or Franklin. IVE will generally not be entitled to terminate the acquisition agreements.
Within the printing industry, customer contracts typically permit termination In these circumstances, IVE would need to find alternative funding to
for convenience on short notice (less than 90 days). Accordingly customer meet its contractual obligations under the acquisition agreements to pay
contracts are subject to the risk of termination, as well as expiry and non- the purchase price. Termination of the Underwriting Agreement could
renewal and the risk that customers reduce the volume of IVE’s products materially adversely affect IVE’s business, cash flow, financial
they consume. Each of these would result in the reduction in the level of IVE’s revenue. performance, financial condition and share price.
Underwriting Risk � IVE has entered into an Underwriting Agreement under which the � If the Underwriting Agreement is terminated and IVE is unable to source
Underwriters have agreed to fully underwrite the Offer, subject to the alternate funding, it may be unable to complete the Franklin Acquisition
terms and conditions of the Underwriting Agreement. The Joint Lead and/or the AIW Acquisition and could be required to pay damages. If this
Managers’ obligation to underwrite the Offer is conditional on certain was to occur the Offer may not proceed and in this circumstance all
customary matters, including IVE delivering certain certificates, sign-offs application moneys paid would be refunded to investors.
and opinions. Further, if certain events occur, some of which are beyond � If the Underwriting Agreement was terminated after the settlement of the
IVE’s control, the Joint Lead Managers may terminate the Underwriting Institutional Entitlement Offer, the funds proposed to be raised in the
Agreement, including if: Retail Entitlement Offer would not be raised, either in full or at all.
o the acquisitions do not proceed for a number of reasons including if
the acquisitions or acquisitions funding arrangements are terminated,
the agreements are withdrawn, revoked or varied in any respect that is
materially adverse to IVE or terminated or rendered void, voidable,
illegal or otherwise unenforceable;
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Key risks (cont.)
Acquisition and Offer Risks (cont.)
Topic Summary Topic Summary
Integration Risk � The Acquisitions involves the integration of Franklin and AIW, which have Risks Associated � Entitlements cannot be traded on ASX or privately transferred. If eligible
previously operated independently from IVE. As a result, there is a risk With Not Taking Up retail shareholders do not take up all or part of their available
that the integration of Franklin and AIW may be more complex than New Shares Under entitlements, individuals’ percentage shareholding in IVE will be diluted
currently anticipated, encounter unexpected challenges or issues and take the Entitlement (in addition to the dilution which will take place as a result of the
longer than expected, divert management attention or not deliver the Offer Placement and issue of shares to the vendors of Franklin and AIW).
expected benefits. This may affect IVE’s operating and financial performance. Further, the integration of Franklin and AIW accounting functions may lead to revisions, which may impact on IVE’s reported financial results. � Any New Shares which are not subscribed for by eligible retail shareholders pursuant to their entitlements will be available for other retail shareholders who have elected to subscribe for additional New Shares as part of the Top Up Facility, subject to the limitations and
� The success of the Franklin/AIW acquisitions and, in particular, the ability scale-back discretion detailed in the Retail Offer Booklet. To the extent
to realise the expected synergy benefits of the acquisition outlined in this that eligible retail shareholders elect to receive additional New Shares
Presentation, will be dependent on the effective and timely integration of under the Top Up Facility, this may result in further dilution of individual
Franklin’s and AIW’s business alongside IVE’s business following percentage shareholdings in IVE.
completion of the acquisition. While IVE has undertaken analysis in
relation to the synergy benefits of the Franklin/AIW acquisitions, they
remain IVE’s estimate of the synergy benefits expected to be achievable Acquisition liability � The acquisition of AIW may trigger change of control clauses in some
as part of the Franklin/AIW acquisitions, and there is a risk that the actual risk material contracts to which AIW (and its subsidiaries) are a party. Where
synergies able to be realised as part of the acquisition may be less than triggered, the change of control clauses will, in most cases, require IVE
expected or delayed, or that the expected synergy benefits of the to seek the counterparty’s consent in relation to the acquisition of AIW.
acquisition may not materialise at all or cost more to achieve than There is a risk that a counterparty may not provide their consent, which
originally expected. may trigger a termination right in favour of that counterparty. If any of the
Achievement of � A key determinant of the long-term benefits IVE expects to derive from the material contracts are terminated by a counterparty or renegotiated on
Synergies Acquisitions is the achievement of expected synergies. There is a risk that less favourable terms, it may have an adverse impact on IVE’s financial
the realisation of synergies or benefits described in this Presentation may performance and prospects. There can be no assurance that IVE would
not be achieved in a timely manner, at all or to the extent envisaged, or be able to renegotiate such contracts on commercially reasonable terms,
that the costs associated with achieving them may be higher than if at all.
anticipated. Potential issues and complications influencing the achievement of targeted benefits include experiencing lower than expected cost savings, experiencing lower than expected efficiency improvements, unintended losses of key employees, and changes in market conditions. � As IVE is acquiring the assets of Franklin, meaning that contracts with Franklin’s customers and suppliers will not automatically be transferred, there is also a risk that material contracts with Franklin customers and suppliers will be unable to be successfully transferred to IVE. This could materially adversely affect the financial performance of IVE’s business.
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Key risks (cont.)
Operational risks
Topic Summary Topic Summary
Competition in the � The marketing and print communications industry in Australia is highly Acquisition strategy � IVE intends to selectively pursue acquisitions to complement its
marketing and print fragmented and competitive. IVE faces competition in all market sectors may not be organic growth. However, IVE may not be able to identify suitable
communications in which it operates successful acquisition candidates at acceptable prices or complete and integrate
industry � Any increase in competition (for example, a competitor launching similar acquisitions successfully.
products or services) may lead to a loss of market share or decreased � Even if successfully executed and integrated, there can be no
profitability guarantee of continued successful performance of those acquisitions.
To the extent that IVE’s acquisition strategy is unsuccessful, its
financial performance could be adversely impacted.
Reliance on � IVE’s ability to maintain successful relationships with existing and new Adapting IVE’s � As part of its growth strategy, IVE intends to expand its product and
customer customers is fundamental to its business, growth and profitability. business processes service offering, either organically or via acquisitions. As this
relationships � Failure to successfully maintain relationships with existing and new as it expands expansion occurs, the complexity of its business will increase. If IVE is unable to adapt to address different market dynamics, its operational
customers (for example, by failing to identify or react to changes in and financial performance may be adversely affected.
customer preferences) could negatively impact IVE’s future financial
performance.
� Customers may choose to rely on termination rights in customer
contracts which apply in a range of circumstances including in some cases for convenience, or upon a change of control or declining to renew contracts on their expiry. Brand and reputation damage � The success of IVE is largely dependant on its reputation and branding.
� Maintaining the strength of the reputation and branding of the IVE
Group is integral to its ability to maintain relationships with existing
customers, appeal to new customers, maintain sales growth and
attract key employees. Factors which adversely affect IVE’s reputation
may have a negative impact on its competitiveness, growth and
Reduced demand for � The performance of IVE will continue to be influenced by the overall profitability.
IVE’s products and condition of the marketing services and print communications industry in
services Australia. New end-user marketing and communications preferences Foreign exchange � An investment in IVE will include indirect exposure to currency
may result in an unexpected reduction in demand for IVE products and services. exposure fluctuations. The impact of foreign exchange rate fluctuations is mitigated by the purchase of forward foreign exchange contracts,
Reliance on key � IVE’s performance depends significantly on its key management holding suitable levels of inventory and through price adjustments passed on to customers. If IVE’s hedging strategies are not
management personnel personnel managing and growing its business and responding to customers’ needs. successful, IVE may experience financial loss.
� The unexpected loss of any key management personnel, or the inability
on the part of IVE to attract experienced personnel, may adversely affect
its future financial performance.
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IVE Group Limited – Retail Entitlement Offer

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Not for distribution or release in the United States | 35
Key risks (cont.)
Operational risks (cont.)
Topic Summary Topic Summary
Availability of inputs � IVE relies on various procurement relationships for the steady supply of Core technology and � IVE relies heavily on its information technology and equipment
and input costs raw materials, finished goods and products such as paper, ink, and systems failure infrastructure and systems, and the success of its business depends on
equipment, all of which are key to operating its business. Significant the efficient and uninterrupted operation of this infrastructure and these
supply disruptions could result in a material reduction in the availability systems. Systems could be exposed to damage or interruption as a
of inputs required to support IVE’s operation. result of a number of events and factors. These events could result in
� Increases in the prices of these inputs, including those increases caused business interruption, loss of customers and revenue, reputational damage and weakening of IVE’s competitive position and financial
by foreign exchange movements, could adversely affect IVE’s earnings performance.
if selling prices are not adjusted, or if adjusting selling prices adversely
impacts customers’ demand for IVE’s products.
Impact of changing � IVE’s business is significantly influenced by changing technology,
technology on IVE’s evolving industry standards and the emergence of new technologies.
competitive position These changes can impact the ways in which IVE’s customers
communicate with their customers and the ways in which IVE produces
its existing products.
� In order to remain competitive and relevant, IVE needs to enhance and
expand its offering to meet its customers’ needs. If IVE is unable to do
so, it may impact on its competitive position.
� IVE’s ability to compete effectively in the future may also be impacted by
its ability to maintain or develop appropriate equipment and technology
platforms for the efficient delivery of its products and services. No
assurance can be given that IVE will have the resources to acquire or
the ability to develop new competitive technologies and this may also impact on IVE’s competitive position in the market.
Protection of � Through the ordinary course of business, IVE collects a range of
confidential personal and financial data from customers.
customer � It is possible that the measures taken by IVE to protect customer data
information will not be sufficient to detect or prevent unauthorised access to, or a
disclosure of, confidential information.
� Any successful cyber-attack or other breach of security could result in
loss of information integrity, or breaches of IVE’s obligations under
applicable laws or customer agreements, each of which could adversely
impact IVE’s reputation, retention of customers, ability to attract new
customers and financial performance.
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Not for distribution or release in the United States | 36
Key risks (cont.)
General market risk
Topic Summary Topic Summary
Risks Associated � There are risks associated with any investment in a company listed on Taxation � Future changes in taxation law, including changes in interpretation or
With Investment in the ASX. The value of shares may rise above or below the current share application of the law by the courts or taxation authorities, may affect
Equity Capital price depending on the financial and operating performance of IVE and external factors over which IVE and the Directors have no control. These taxation treatment of an investment in IVE shares or the holding and disposal of those shares. Further, changes in tax law, or changes in
external factors include: economic conditions in Australia and overseas the way tax law is expected to be interpreted, in the various
which may have a negative impact on equity capital markets; changing jurisdictions in which IVE operates, may impact the future tax liabilities
investor sentiment in the local and international stock markets; changes and performance of IVE. Any changes to the current rates of income
in domestic or international fiscal, monetary, regulatory and other tax applying to individuals and trusts will similarly impact on
government policies and developments and general conditions in the shareholder returns.
markets in which IVE proposes to operate and which may impact on the General Economic � Adverse changes in economic conditions such as interest rates,
future value and pricing of shares. No assurances can be given that the Conditions exchange rates, inflation, government policy, national and international
New Shares will trade at or above the Offer Price. None of IVE, its Board economic conditions and employment rates amongst others are
or any other person guarantees the market performance of the New outside IVE’s control and have the potential to have an adverse impact
Shares. on IVE and its operations.
Liquidity and � There may be few or many potential buyers or sellers of IVE Shares on
Realisation Risk the ASX at any time. This may affect the volatility of the market price of
IVE's shares. It may also affect the prevailing market price at which
shareholders are able to sell their IVE shares.
Major Shareholder � IVE currently has a number of substantial shareholders on its share
Risk register. There is a risk that these shareholders, future substantial
shareholders, or other large shareholders may sell their shares at a
future date. This could cause the price of IVE shares to decline.
Risk of Dividends � The payment of dividends is announced at the time of release of IVE
Not Being Paid half year and full year results as determined by the Board from time to
time at its discretion, dependent on the profitability and cash flow of
IVE’s businesses. While IVE has a stated dividend policy, circumstances
may arise where IVE is required to reduce or cease paying dividends for
a period of time.
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IVE Group Limited – Retail Entitlement Offer

Appendix B / International offer restrictions

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Not for distribution or release in the United States
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Not for distribution or release in the United States | 38

International offer restrictions

This document does not constitute an offer of new ordinary shares ( New Shares ) of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below. Hong Kong

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the SFO ). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO).

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice. Singapore

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the SFA ), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) a "relevant person" (as defined in section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

IVE Group Limited – Retail Entitlement Offer

Not for distribution or release in the United States | 39

International offer restrictions (cont.)

United Kingdom

Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ( FSMA )) has been published or is intended to be published in respect of the New Shares.

This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of the FSMA) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) of the FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ( FPO ), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together relevant persons ). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the FMC Act ). The New Shares may only be offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) to a person who:

is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

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Not for distribution or release in the United States
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IVE Group Limited – Retail Entitlement Offer

5.3 INSTITUTIONAL ENTITLEMENT OFFER AND PLACEMENT COMPLETION ANNOUNCEMENT DATED 7 DECEMBER 2016

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IVE Group Limited ABN 62 606 252 644 Level 3 35 Clarence Street Sydney NSW 2000 P+61 2 9089 8550 ivegroup.com.au

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

ASX Announcement – IVE Group Limited (ASX: IGL)

7 December 2016

SUCCESSFUL COMPLETION OF PLACEMENT AND INSTITUTIONAL ENTITLEMENT OFFER

Key Highlights

Fully underwritten Institutional Entitlement Offer and Placement successfully completed, raising approximately $35.3 million
Strong demand shown by both existing and new institutional shareholders
The Institutional Entitlement Offer was strongly supported by existing institutional shareholders
Retail Entitlement Offer will open on 9.00am (AEDT) Monday, 12 December 2016, to raise approximately $4.7 million

Placement and Institutional Entitlement Offer

On Monday, 5 December 2016, IVE Group Limited (ASX:IGL) ( IVE ) announced an equity raising to raise approximately A$40 million ( Offer ) at $2.00 per share ( Offer Price ) as partial consideration for the acquisitions of Franklin Web and AIW Printing for $116.0 million (together, the Acquisitions ).

The Offer is comprised of an underwritten 1 for 8.9 pro-rata accelerated nonrenounceable entitlement offer to raise approximately $20 million ( Entitlement Offer ), and a placement to institutional and sophisticated investors to raise $20 million ( Placement ). Approximately 20.0 million new shares will be issued under the Offer ( New Shares ).

IVE is pleased to announce the successful completion of the institutional component of the Entitlement Offer ( Institutional Entitlement Offer ) and the Placement. Approximately $35.3 million was raised under the Institutional Entitlement Offer and Placement, both of which were well supported by existing eligible institutional investors and the Placement by new institutional investors. Take-up was approximately 86% excluding Wolseley Partners Pty Ltd ( Wolseley ).[1] Wolseley, being the largest shareholder of IVE and representing the interests of Wolseley Private Equity, was unable to take up any rights in the Institutional Entitlement Offer as its investment in IVE is held within a fully invested fund. Caxton Print Holdings Pty Limited As Trustee For Selig Family Trust (which represents the interests of Geoff Selig, Executive Chairman, and Paul Selig, Non-Executive Director), took up 50% of its entitlement as part of the Institutional Entitlement Offer.

The Placement attracted significant demand from new and existing institutional and sophisticated investors and was heavily oversubscribed.

1 Including Wolseley, total take-up was approximately 65%.

IVE Group Limited – Retail Entitlement Offer

A bookbuild for the Institutional Entitlement Offer shortfall shares was conducted on Monday, 5 December 2016 ( Institutional Bookbuild ) and attracted strong demand from both new and existing investors.

Geoff Selig, IVE’s Executive Chairman said:

“We are delighted with the overwhelming response we have received from our existing institutional shareholders in support of the strategic acquisitions of Franklin Web and AIW Printing and are pleased to welcome a number of new shareholders onto the IVE register. The Offer and Placement were significantly oversubscribed which is a testament to the quality of the acquisitions and the track record of the IVE management team.”

New Shares to be issued under the Placement, Institutional Entitlement Offer and Institutional Bookbuild will rank equally with existing IVE shares in all respects from the date of their issue. Settlement of New Shares is expected to occur on Monday, 12 December 2016 and these shares are expected to be issued and commence trading on the ASX on a normal settlement basis on Tuesday, 13 December 2016.

IVE expects that its trading halt will be lifted today and that its shares will recommence trading on an ex-entitlement basis.

Retail Entitlement Offer

The retail component of the Entitlement Offer ( Retail Entitlement Offer ) is expected to raise approximately $4.7 million. The Retail Entitlement Offer will open on 9.00am (Sydney time) Monday, 12 December 2016 and close at 5.00pm (Sydney time) Wednesday, 21 December 2016.

Eligible retail shareholders will be able to subscribe for 1 New Share for every 8.9 fully pay paid ordinary shares held in IVE as at 7.00pm (Sydney time) Wednesday, 7 December 2016 ( Record Date ), and may also apply for additional New Shares beyond their entitlement, up to a maximum of 100% of their Entitlement. The Retail Entitlement Offer price is $2.00 per New Share. IVE retains the flexibility to scale back applications for additional New Shares at its discretion, as detailed in the Retail Offer Booklet.

Eligible retail shareholders are encouraged to carefully read the Retail Offer Booklet for further details relating to the Retail Entitlement Offer. The Retail Offer Booklet is to be lodged with the ASX today, and then despatched to Eligible Retail Shareholders on or around Monday, 12 December 2016. The Retail Offer Booklet and accompanying personalised entitlement and acceptance forms will contain instructions on how to apply. Key dates in relation to the Retail Entitlement Offer are detailed at the end of this announcement.

Shareholder Enquiries

If you have any questions in relation to the Entitlement Offer, please contact the IVE Shareholder Information Line on 1300 306 230 (within Australia) and +61 1300 306 230 (outside Australia) from 8.30am to 5.30pm (Sydney time) Monday to Friday (excluding public holidays).

Further information in relation to the Entitlement Offer described in this announcement can be found in the Investor Presentation lodged with ASX on 5 December 2016.

Key Entitlement Offer dates

Key Entitlement Offer dates
Event	Date
Trading halt and announcement of capital raising	Monday, 5 December 2016
Placement and Institutional Entitlement Offer and bookbuild open	Monday, 5 December 2016

IVE Group Limited – Retail Entitlement Offer

Placement and Institutional Entitlement Offer closes	Monday, 5 December 2016
Trading halt lifted	Wednesday, 7 December 2016
Record date for determining entitlement to subscribe to New Shares under Retail Entitlement Offer	7.00pm (Sydney time), Wednesday 7 December 2016
Retail Entitlement Offer opens	Monday, 12 December 2016
Retail Offer Booklet despatched	Monday, 12 December 2016
Settlement of Placement and Institutional Entitlement Offer	Monday, 12 December 2016
Allotment and normal trading of New Shares under the Placement and Institutional Entitlement Offer	Tuesday, 13 December 2016
Retail Entitlement Offer closes	5.00pm (Sydney time), Wednesday, 21 December 2016
Settlement of Retail Entitlement Offer	Friday, 30 December 2016
Allotment of New Shares under the Retail Entitlement Offer	Tuesday, 3 January 2017
Quotation and normal trading of New Shares issued under the Retail Entitlement Offer	Wednesday, 4 January 2017
Despatch of holding statements	Wednesday, 4 January 2017

ENDS

For further information Geoff Selig Executive Chairman http://investors.ivegroup.com.au

Important Notice

Nothing contained in this announcement constitutes investment, legal, tax or other advice, you should make your own assessment and take independent professional advice in relation to the information and any action on the basis of this information.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

This announcement has been prepared for publication in Australia and may not be released or distributed in the United States. This announcement does not constitute an offer, invitation or recommendation to subscribe for or purchase any security or financial product and neither this announcement nor anything attached to this announcement shall form the basis of any contract or commitment. In particular, this announcement does not constitute an offer to sell, or the solicitation of any offer to buy, securities in the United States or any other jurisdiction in which such an offer would be illegal. Any securities described in this announcement have not been and will not be, registered under the U.S. Securities Act of 1933, as amended ( Securities Act ), or the securities laws of any state or jurisdiction of the United States. Accordingly, the securities may not be offered or sold directly or indirectly in

IVE Group Limited – Retail Entitlement Offer

the United States unless they have been registered under the Securities Act (which IVE has no obligation to do or procure) or are offered and sold in a transaction exempt from, or not subject to, the registration of the Securities Act and any other application United States state securities laws.

Forward looking statements

This announcement contains forward looking statements, including statements of current intention, statements of opinion and predictions as to possible future events. Forward looking statements should, or can generally, be identified by the use of forward looking words such as “believe”, “expect”, “estimate”, “will”, “may”, “target” and other similar expressions within the meaning of securities laws of applicable jurisdictions, and include but are not limited to the expected outcome of the Acquisitions. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward looking statements. Such statements are not statements of fact and there can be no certainty of outcome in relation to the matters to which the statements relate. These forward looking statements involve known and unknown risks, uncertainties, assumptions and other important factors that could cause the actual outcomes to be materially different from the events or results expressed or implied by such statements. Those risks, uncertainties, assumptions and other important factors are not all within the control of IVE and cannot be predicted by IVE and include changes in circumstances or events that may cause objectives to change as well as risks, circumstances and events specific to the industry, countries and markets in which IVE operates. They also include generic economic conditions, exchange rates, interest rates, competitive pressures, selling price, market demand and conditions in the financial markets which may cause objectives to change or may cause outcomes not to be realised.

None of IVE or any of its subsidiaries, advisors or affiliates (or any of their respective officers, employees or agents) makes any representation, assurance or guarantee as to the accuracy or likelihood of fulfilment of any forward looking statement or any outcomes expressed or implied in any forward looking statements. Statements about past performance are not necessarily indicative of future performance.

IVE Group Limited – Retail Entitlement Offer

6 IMPORTANT INFORMATION

This Retail Offer Booklet (including the ASX announcements in Section 5) and the enclosed personalised Entitlement and Acceptance Form (Information) have been prepared by IVE.

This Information is dated 12 December 2016 (other than the IVE Investor Presentation and the Offer Launch Announcement dated 5 December 2016, and the Placement and Institutional Entitlement Offer Completion Announcement dated 7 December 2016). This Information remains subject to change without notice and IVE is not responsible for updating this Information.

There may be additional announcements made by IVE after the date of this Retail Offer Booklet and throughout the period that the Retail Entitlement Offer is open that may be relevant to your consideration of whether to take up, apply for Additional New Shares or do nothing in respect of your Entitlement. Therefore, it is prudent that you check whether any further announcements have been made by IVE (by visiting the ASX website at www.asx.com.au) before submitting your application to take up your Entitlement.

No party other than IVE has authorised or caused the issue of this Information, or takes any responsibility for, or makes, any statements, representations or undertakings in this Information.

This Information is important and requires your immediate attention.

You should read this Information carefully and in its entirety before deciding how to deal with your Entitlement. In particular, you should consider the risk factors outlined in Appendix A (Key Risks) of the IVE Investor Presentation included in Section 5 of this Retail Offer Booklet, any of which could affect the operating and financial performance of IVE or the value of an investment in IVE.

You should consult your stockbroker, accountant or other professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer.

6.1 ELIGIBLE RETAIL SHAREHOLDERS

This Information contains an offer of New Shares to Eligible Retail Shareholders in Australia or New Zealand and has been prepared in accordance with section 708AA of the Corporations Act as notionally modified by ASIC.

Eligible Retail Shareholders are those persons who:

are registered as a holder of Shares as at the Record Date, being 7.00pm (Sydney time) on 7 December 2016;
have a registered address on the IVE Share register in Australia or New Zealand;
are not in the United States and are not acting for the account or benefit of a person in the United States (to the extent such person holds Shares for the account or benefit of such person in the United States);
were not invited to participate (other than as nominee, in respect of other underlying holdings) under the Institutional Entitlement Offer, and were not treated as an ineligible institutional shareholder under the Institutional Entitlement Offer; and
are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

Retail shareholders as at the Record Date who are not Eligible Retail Shareholders are Ineligible Retail Shareholders. IVE reserves the right to determine whether a shareholder is an Eligible Retail Shareholder or an Ineligible Retail Shareholder.

By returning a completed personalised Entitlement and Acceptance Form or making a payment by BPAY®, you will be taken to have represented and warranted that you satisfy each of the criteria listed above to be an Eligible Retail Shareholder. Nominees, trustees or custodians are therefore advised to seek independent professional advice as to how to proceed.

IVE may (in its absolute discretion) extend the Retail Entitlement Offer to any institutional shareholder that was eligible to participate in the Institutional Entitlement Offer but was not invited to participate in the Institutional Entitlement Offer (subject to compliance with relevant laws).

IVE Group Limited – Retail Entitlement Offer

IVE has decided that it is unreasonable to make offers under the Retail Entitlement Offer to shareholders who have registered addresses outside Australia and New Zealand, having regard to the number of such holders in those places and the number and value of the New Shares that they would be offered, and the cost of complying with the relevant legal and regulatory requirements in those places. IVE may (in its absolute discretion) extend the Retail Entitlement Offer to shareholders who have registered addresses outside Australia and New Zealand (except the United States) in accordance with applicable law.

6.2 TOP UP FACILITY

Eligible Retail Shareholders who take up their Entitlement in full, may also apply for Additional New Shares in excess of their Entitlement under the Top Up Facility, at the Offer Price of $2.00 per New Share (being the same price as the Offer Price per New Share issued under the Entitlement Offer).

Eligible Retail Shareholders can apply for any Additional New Shares under the Top Up Facility, capped at 100% of an Eligible Retail Shareholder’s Entitlement, provided that the issue of those New Shares will not result in a breach of ASX Listing Rules or any applicable law. In other words, the number of New Shares and Additional New Shares (in aggregate) you can apply for is double your Entitlement at the date of this offer. Additional New Shares will only be available under the Top Up Facility where there is a Retail Entitlement Shortfall (that is there is a shortfall between the number of New Shares applied for under the Retail Entitlement Offer and the number of New Shares offered to Eligible Retail Shareholders under the Retail Entitlement Offer). The total number of Additional New Shares available will be the amount of the Retail Entitlement Shortfall.

In the event that demand for Additional New Shares under the Top Up Facility exceeds the number of Additional New Shares that are available, the number of Additional New Shares issued to Eligible Retail Shareholders under the Top Up Facility will be scaled back on a pro-rata basis.

Eligible Retail Shareholders who wish to apply for Additional New Shares under the Top Up Facility must do so at the same time as they apply for New Shares under the Retail Entitlement Offer. For information on how to apply for Additional New Shares under the Top Up Facility, please refer to Section 3.6.1 of this Retail Offer Booklet.

Additional New Shares will be issued under the Top Up Facility at the same time as New Shares are issued under the Retail Entitlement Offer.

Decisions regarding the operation of the Top Up Facility (including the issue of any Additional New Shares) and any necessary scale back will be made by the Directors in their absolute discretion.

If scale back occurs, Application Monies in relation to Additional New Shares applied for but not issued will be refunded as soon as possible following the Closing Date, without interest.

There is no guarantee that Eligible Retail Shareholders will receive any or all of the Additional New Shares which they apply for under the Top Up Facility.

6.3 ELIGIBLE INSTITUTIONAL SHAREHOLDERS

Eligible Institutional Shareholders are institutional shareholders to whom the Underwriters made an offer on behalf of IVE under the Institutional Entitlement Offer.

6.4 RANKING OF NEW SHARES

New Shares issued under the Retail Entitlement Offer will be fully paid and rank equally in all respects with existing Shares. The rights and liabilities attaching to the New Shares are set out in IVE’s constitution, a copy of which is available at http://investors.ivegroup.com.au.

6.5 RISKS

The IVE Investor Presentation included in Section 5 of this Retail Offer Booklet details important factors and risks that could affect the financial and operating performance of IVE. You should refer to Appendix A (Key Risks) of the Investor Presentation. You should consider these factors in light of your personal circumstances, including financial and taxation issues, before making a decision in relation to your Entitlement.

IVE Group Limited – Retail Entitlement Offer

6.6 RECONCILIATION, TOP-UP SHARES AND THE RIGHTS OF IVE AND THE UNDERWRITERS

The Entitlement Offer is a complex process and in some instances investors may believe that they will own more Shares than they ultimately did as at the Record Date or are otherwise entitled to more New Shares than initially offered to them. These matters may result in a need for reconciliation. If reconciliation is required, it is possible that IVE may need to issue additional New Shares (Top-Up Shares) to ensure that the relevant investors receive their appropriate allocation of New Shares. The price at which these Top-Up Shares would be issued is the Offer Price.

IVE also reserves the right to reduce the size of an Entitlement or number of New Shares allocated to Eligible Institutional Shareholders or Eligible Retail Shareholders, or persons claiming to be Eligible Institutional Shareholders or Eligible Retail Shareholders or other applicable investors, if IVE believes in its complete discretion that their claims are overstated or if they or their nominees fail to provide information requested to substantiate their claims. In that case, IVE may, in its discretion, require the relevant shareholder to transfer excess New Shares to the Underwriters at the Offer Price per New Share. If necessary, the relevant shareholder may need to transfer existing Shares held by them or to purchase additional Shares on-market to meet this obligation. The relevant shareholder will bear any and all losses caused by subscribing for New Shares in excess of their Entitlement and any actions they are required to take in this regard. By applying under the Entitlement Offer, those doing so irrevocably acknowledge and agree to do the above as required by IVE in its absolute discretion. Those applying acknowledge that there is no time limit on the ability of IVE or the Underwriters to require any of the actions set out above.

6.7 NO COOLING OFF RIGHTS

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your application once it has been accepted.

6.8 ROUNDING OF ENTITLEMENTS

Where fractions arise in the calculation of an Entitlement, they will be rounded up to the nearest whole number of New Shares.

6.9 NOTICE TO NOMINEES AND CUSTODIANS

If IVE believes you hold Shares as a nominee or custodian you will have received, or will shortly receive, a letter in respect of the Entitlement Offer. Nominees and custodians should consider carefully the contents of that letter and note in particular that the Retail Entitlement Offer is not available to institutional shareholders who were treated as ineligible institutional shareholders under the Institutional Entitlement Offer.

Persons acting as nominees for other persons must not take up any Entitlements on behalf of, or send any documents related to the Retail Entitlement Offer to, any person in the United States or any person that is acting for the account or benefit of a person in the United States. Persons in the United States and persons acting for the account or benefit of persons in the United States will not be able to purchase or trade Retail Entitlements on ASX or otherwise, or take up or exercise Retail Entitlements purchased on ASX or otherwise, and may receive no value for any such Entitlements held.

IVE is not required to determine whether or not any registered holder or investor is acting as a nominee or custodian or the identity or residence of any beneficial owners of existing Shares or Entitlements. Where any person is acting as a nominee or custodian for a foreign person, that person, in dealing with its beneficiary, will need to assess whether indirect participation in the Entitlement Offer by the beneficiary, including following acquisition of Entitlements on ASX or otherwise, complies with applicable foreign laws. IVE is not able to advise on foreign laws.

6.10 NOT INVESTMENT ADVICE

This Retail Offer Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC. It is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. IVE is not licensed to provide financial product advice in respect of the New Shares. This Information does not purport to contain all the information that you may require to evaluate a possible application for New Shares, nor does it purport to contain all the information which would be required in a

IVE Group Limited – Retail Entitlement Offer

prospectus prepared in accordance with the requirements of the Corporations Act. It should be read in conjunction with IVE’s other periodic statements and continuous disclosure announcements lodged with ASX, which are available at www.asx.com.au.

Before deciding whether to apply for New Shares, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If, after reading the Information, you have any questions about the Retail Entitlement Offer, you should contact your stockbroker, accountant or other professional adviser or call the IVE Shareholder Information Line on 1300 306 230 (within Australia) or +61 1300 306 230 (outside Australia) between 8.30am and 5.30pm (Sydney time) Monday to Friday (excluding public holidays).

Nominees and custodians may not distribute any part of this Retail Offer Booklet in the United States or in any other country outside Australia and New Zealand except (i) Australian and New Zealand nominees may send this Retail Offer Booklet and related offer documents to beneficial shareholders who are professional or institutional shareholders in other countries (other than the United States) listed in, and to the extent permitted under, Appendix B (Selling Restrictions) of the IVE Investor Presentation included in Section 5 of this Retail Offer Booklet and (ii) to beneficial shareholders in other countries (other than the United States) where IVE may determine it is lawful and practical to make the Retail Entitlement Offer.

6.11 QUOTATION AND TRADING

IVE has applied to the ASX for official quotation of the New Shares in accordance with the ASX Listing Rule requirements. If ASX does not grant quotation of the New Shares, IVE will repay all Application Monies (without interest).

6.12 INFORMATION AVAILABILITY

If you are in Australia or New Zealand, you can obtain a copy of this Retail Offer Booklet during the Offer period by calling the IVE Shareholder Information Line on 1300 306 230 (within Australia) or +61 1300 306 230 (outside Australia) between 8.30am and 5.30pm (Sydney time) Monday to Friday (excluding public holidays).

A replacement Entitlement and Acceptance Form can also be requested by calling the IVE Shareholder Information Line.

If you access the electronic version of this Retail Offer Booklet, you should ensure that you download and read the entire Retail Offer Booklet.

6.13 FOREIGN JURISDICTIONS

This Information has been prepared to comply with the requirements of the securities laws of Australia and New Zealand. To the extent that you hold Shares or Entitlements on behalf of another person resident outside Australia or New Zealand, it is your responsibility to ensure that any participation (including for your own account or when you hold Shares or Entitlements beneficially for another person) complies with all applicable foreign laws and that each beneficial owner on whose behalf you are submitting the personalised Entitlement and Acceptance Form is not in the United States and not acting for the account or benefit of a person in the United States.

This Retail Offer Booklet does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Retail Entitlement Offer, the Entitlements or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia and New Zealand.

The distribution of this Information (including an electronic copy) outside Australia and New Zealand may be restricted by law. If you come into possession of this Information, you should observe such restrictions and should seek your own advice on such restrictions. See Appendix B (Selling Restrictions) of the IVE Investor Presentation included in Section 5 of this Retail Offer Booklet for more information.

Any non-compliance with these restrictions may contravene applicable securities laws.

IVE Group Limited – Retail Entitlement Offer

6.13.1 New Zealand

The Entitlements and the New Shares are not being offered to the public within New Zealand other than to existing shareholders of IVE with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the transitional provisions of the Financial Markets Conduct Act 2013 (New Zealand) and the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand). The offer of New Shares is non-renounceable in favour of members of the public.

This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

6.13.2 United States

The Entitlements and New Shares have not been and will not be registered under the US Securities Act or the securities laws of any state or other jurisdiction in the United States. The Entitlements may not be taken up or exercised by persons in the United States or by persons who are acting for the account or benefit of persons in the United States. The New Shares may not be offered, sold or resold to persons in the United States or to persons who are acting for the account or benefit of persons in the United States except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US State securities laws. In the Retail Entitlement Offer, the New Shares will be only sold in ‘offshore transactions’ (as defined in Rule 902(h) under the US Securities Act) in compliance with Regulation S under the US Securities Act. Because of these legal restrictions, you must not distribute, release or send copies of this Retail Offer Booklet or any other material relating to the Retail Entitlement Offer to any person in the United States.

6.14 UNDERWRITING OF THE ENTITLEMENT OFFER

IVE has entered into an underwriting agreement (Underwriting Agreement) with Evans and Partners Pty Ltd and Bell Potter Securities Limited (the Underwriters), who have agreed to joint lead manage and fully underwrite the Entitlement Offer and the Placement (together the Offer) on the terms and conditions set out in the Underwriting Agreement. The obligations of the Underwriters are subject to the satisfaction of certain conditions precedent documented in the Underwriting Agreement. Furthermore, in accordance with the Underwriting Agreement, as is customary with these types of arrangements:

IVE has (subject to certain limitations) agreed to indemnify the Underwriters, their affiliates and related bodies corporate, and each of their respective directors, officers, employees, representatives, agents and advisers against any losses they may incur arising from, in relation to, or in connection with the Offer;
IVE and the Underwriters have given certain representations, warranties and undertakings in connection with (among other things) the conduct of the Offer; and
the Underwriters may terminate the Underwriting Agreement and be released from their obligations on the occurrence of certain events (in some cases, subject to the materiality of the relevant event), including (but not limited to) where:
the S&P/ASX 200 Index published by ASX falls to a level that is 87.5% or less of the level as at the close of trading on the Business Day immediately prior to the date of the Underwriting Agreement and is at or below that 87.5% level at the close of trading:
(A) for 3 consecutive Business Days during any time after the date of the Underwriting Agreement; or
(B) on the Business Day immediately prior to, either, the First Settlement Date, the Second Settlement Date, the First Issue Date or the Second Issue Date (being the dates of the settlement and issue of shares under the Institutional Entitlement Offer and Retail Entitlement Offer respectively);
there is a material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the assets, earnings, business, results of operations, management or prospects of IVE (insofar as the position in relation to an entity in the IVE Group affects the overall position of IVE); AIW or Franklin;

IVE Group Limited – Retail Entitlement Offer

the Franklin Acquisition Agreement or the AIW Acquisition Agreement is terminated or purported to be terminated, is amended in a material respect which is adverse to IVE, or is or becomes void or voidable;
the Debt Documents are terminated or purported to be terminated by the IVE or a counterparty, or amended in a material respect which is adverse to IVE, or are or become void or voidable;
there is any announcement, notice or indication by the ACCC that it intends or proposes to object to or intervene in the Franklin Acquisition;
a regulatory body refuses or does not grant, or withdraws, revokes or amends any regulatory approvals required to carry out the transactions contemplated by the AIW Acquisition Agreement or the Franklin Acquisition Agreement;
approval is refused or not granted or ASX states that it will not be granted, other than subject to customary conditions, to the official quotation of all the New Shares on ASX, or if granted, the approval is subsequently withdrawn, qualified (other than by customary condition) or withheld;
ASX announces or makes a statement to any person that IVE will be removed from the official list of ASX or its Shares will be suspended from quotation, removes IVE from the official list or ceases to quote the IVE’s Shares on ASX;
an application is made by ASIC for an order under Part 9.5 of the Corporations Act in relation to the Offer or the Offer Documents or ASIC commences an investigation or hearing under Part 3 of the Australian Securities and Investments Commission Act 2001 (Cth) in relation to the Offer or the Offer Materials;
there are certain delays in the timetable for the Offer without the Underwriter’s respective consent;
there is a material disruption in political or financial or economic conditions in key markets, or hostilities not presently existing commence or a major terrorist act is perpetrated on certain key countries;
there is a change in the senior management or directors of IVE (or a change in the position held by former Franklin owner Phil Taylor) or a criminal or regulatory action is commenced against a director, officer or senior manager of IVE;
the Due Diligence Committee Report or any information supplied by or on behalf of IVE to the Underwriters for the purposes of the Due Diligence Investigations, the Offer Materials, or the Offer, is false, misleading or deceptive (including by omission); and
IVE withdraws the Offer or indicates that it does not intend to or is unable to proceed with the Offer.

See Appendix A (Key Risks) of the IVE Investor Presentation included in Section 5 of this Retail Offer Booklet for more information regarding termination events under the Underwriting Agreement.

The Underwriters will receive a fee for providing these underwriting services and will be reimbursed for certain expenses.

IVE is responsible for the contents of, or omissions from, any offer materials (including this Retail Offer Booklet).

None of the Underwriters nor any of their respective related bodies corporate and affiliates, nor any of their respective directors, officers, partners, employees, representatives, consultants, advisers or agents (the Underwriting Parties) have authorised, permitted or caused the issue, dispatch or provision of this Information and they do not take any responsibility for this Information or any action taken by you on the basis of such information. None of the Underwriting Parties have authorised, approved or verified any forward-looking statements included in the Information.

To the maximum extent permitted by law, the Underwriting Parties exclude and disclaim all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Entitlement Offer and this Information being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise, and make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of the Information.

The Underwriting Parties take no responsibility for any part of the Information or liability (including, without limitation, any liability arising from fault or negligence on the part of any person) for any direct, indirect, consequential or contingent loss or damage whatsoever arising from the use of any part of the Information or otherwise arising in connection with it.

IVE Group Limited – Retail Entitlement Offer

None of the Underwriting Parties make any recommendations as to whether you or your related parties should participate in the Entitlement Offer nor do they make any representations or warranties, express or implied, to you concerning this Offer, or any such information and you represent, warrant and agree that you have not relied on any statements made by any of the Underwriting Parties in relation to the New Shares or the Offer generally.

Determination of eligibility of investors for the purposes of the institutional or retail components of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of IVE and the Underwriters. To the maximum extent permitted by law, each of IVE and the Underwriting Parties disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion.

6.15 GOVERNING LAW

This Information, the Entitlement Offer and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the laws applicable in New South Wales, Australia. Each applicant for New Shares submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

6.16 DISCLAIMER OF REPRESENTATIONS

No person is authorised to give any information, or to make any representation, in connection with the Retail Entitlement Offer that is not contained in this Information.

Any information or representation that is not in this Information may not be relied on as having been authorised by IVE, or its related bodies corporate, in connection with the Retail Entitlement Offer. Except as required by law, and only to the extent so required, none of IVE, nor any other person, warrants or guarantees the future performance of IVE or any return on any investment made pursuant to this Information or its content.

No entity (other than IVE) referred to in the Corporate directory of this Retail Offer Booklet, nor any of their respective related bodies corporate, nor any of their respective directors, officers, partners, employees, representatives or agents, have authorised or caused the issue of this Information and they do not take any responsibility for this Information or any action taken by you on the basis of such information. None of those persons has made or purports to make any statement in this Retail Offer Booklet and there is no statement in this Retail Offer Booklet which is based on any statement by any of them. To the maximum extent permitted by law, each of those persons exclude and disclaim all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Entitlement Offer and this Information being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise.

6.17 WITHDRAWAL OF THE ENTITLEMENT OFFER

IVE reserves the right to withdraw all or part of the Entitlement Offer and this Information at any time, subject to applicable laws, in which case IVE will refund Application Monies in relation to New Shares not already issued in accordance with the Corporations Act and without payment of interest. In circumstances where allotment under the Institutional Entitlement Offer has occurred, IVE may only be able to withdraw the Entitlement Offer with respect to New Shares to be issued under the Retail Entitlement Offer.

To the fullest extent permitted by law, you agree that any Application Monies paid by you to IVE will not entitle you to receive any interest and that any interest earned in respect of Application Monies will belong to IVE.

IVE Group Limited – Retail Entitlement Offer

6.18 PRIVACY

As a shareholder, IVE and the IVE Share Registry have already collected certain personal information from you. If you apply for New Shares, IVE and the IVE Share Registry may update that personal information or collect additional personal information. Such information may be used to assess your acceptance of the New Shares, service your needs as a shareholder, provide facilities and services that you request and carry out appropriate administration.

To do that, IVE and the IVE Share Registry may disclose your personal information for purposes related to your shareholdings to their agents, contractors or third party service providers to whom they outsource services, in order to assess your application for New Shares, the IVE Share Registry for ongoing administration of the register, printers and mailing houses for the purposes of preparation of the distribution of shareholder information and for handing of mail, or as otherwise permitted under the Privacy Act 1988 (Cth).

If you do not provide us with your personal information we may not be able to process your application. In most cases you can gain access to your personal information held by (or on behalf of) IVE or the IVE Share Registry. We aim to ensure that the personal information we retain about you is accurate, complete and up to date. To assist us with this please contact us if any of the details you have provided change. If you have concerns about the completeness or accuracy of the information we have about you, we will take steps to correct it. You can request access to your personal information by contacting IVE’s Share Registry in accordance with the Link Group privacy policy. You can visit the Share Registry’s website at www.linkmarketservices.com.au for a copy of the Link Group condensed privacy statement, or by phone on +61 1800 502 355 (free call within Australia) 9.00am – 5.00pm (Sydney time) Monday to Friday (excluding public holidays) to request a copy of the complete privacy policy.

CORPORATE DIRECTORY

IVE Group Limited 350 Parramatta Road Homebush NSW 2140 www.ivegroup.com.au

IVE Shareholder Information Line

1300 306 230 (within Australia) +61 1300 306 230 (outside Australia) Open between 8.30am to 5.30pm (Sydney time) Monday to Friday (excluding public holidays)

IVE Share Registry

Link Market Services Level 12, 680 George Street Sydney NSW 2000 Australia www.linkmarketservices.com.au

Underwriters

Evans and Partners Pty Ltd Mayfair Building 171 Collins Street Melbourne VIC 3000

Bell Potter Securities Limited Level 38 Aurora Place 88 Phillip Street Sydney NSW 2000

Australian Legal Adviser

Herbert Smith Freehills ANZ Tower 161 Castlereagh Street Sydney NSW 2000

351637 12/16

AI assistant

IVE GROUP LIMITED — Capital/Financing Update 2016

65109_rns_2016-12-06_6fc6ac23-c352-4483-a29e-ae115b5bdbca.pdf

IVE GROUP LIMITED RETAIL ENTITLEMENT OFFER

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

IMPORTANT NOTICES

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES.

Future Performance And Forward Looking Statements

Past performance

Jurisdictions

References to ‘you’, ‘your Entitlement’ and ‘your Entitlement and Acceptance Form’

Times and dates

Currency

Trading New Shares

CONTENTS

KEY DATES

Enquiries

LETTER FROM THE CHAIRMAN

Details of the Acquisitions

Details of the Retail Entitlement Offer

How To Apply?

Further Information

1 IS THIS BOOKLET RELEVANT TO YOU?

2 SUMMARY OF OPTIONS AVAILABLE TO YOU

3 HOW TO APPLY

3.1 OVERVIEW OF THE ENTITLEMENT OFFER

3.2 THE INSTITUTIONAL ENTITLEMENT OFFER AND THE PLACEMENT

3.3 THE RETAIL ENTITLEMENT OFFER

3.4 YOUR ENTITLEMENT

3.5 CONSIDER THE RETAIL ENTITLEMENT OFFER CAREFULLY IN LIGHT OF YOUR PARTICULAR INVESTMENT OBJECTIVES AND CIRCUMSTANCES

3.6 OPTIONS AVAILABLE TO YOU

3.6.2 If you take no action

3.7 INELIGIBLE RETAIL SHAREHOLDERS

3.8 PAYMENT

3.8.1 Payment by BPAY[®]

3.8.2 If you are unable to pay by BPAY[®]

3.9 MAIL OR HAND DELIVERY

3.10 REPRESENTATIONS BY ACCEPTANCE

3.11 ENQUIRIES

4 AUSTRALIAN TAXATION CONSIDERATIONS

4.1 GRANT OF ENTITLEMENTS

Australian Resident Eligible Retail Shareholders

Non-Resident Eligible Retail Shareholders

4.2 ENTITLEMENTS NOT TAKEN UP

4.3 TAKING UP OF ENTITLEMENTS

4.4 DIVIDENDS ON NEW SHARES AS A RESULT OF ENTITLEMENTS TAKEN UP

4.5 SALE OF NEW SHARES

Australian Resident Eligible Retail Shareholders

Non-Resident Eligible Retail Shareholders

4.6 TAXATION OF FINANCIAL ARRANGEMENTS (TOFA)

4.7 OTHER AUSTRALIAN TAXES

5 ASX ANNOUNCEMENTS

5.1 OFFER LAUNCH ANNOUNCEMENT DATED 5 DECEMBER 2016

ASX ANNOUNCEMENT – IVE GROUP LIMITED (ASX:IGL)

IVE GROUP ANNOUNCES THE STRATEGIC ACQUISITIONS OF FRANKLIN WEB AND AIW PRINTING AND CAPITAL RAISING

HIGHLIGHTS

ACQUISITION DETAILS

OVERVIEW

STRATEGIC RATIONALE

SIGNIFICANT CHANGE TO SCALE OF ACTIVITIES

FUNDING

ENTITLEMENT OFFER

INSTITUTIONAL ENTITLEMENT OFFER

RETAIL ENTITLEMENT OFFER

KEY DATES*

DEBT FUNDING

IVE TRADING UPDATE

ADDITIONAL INFORMATION / FURTHER ENQUIRIES

5.2 IVE INVESTOR PRESENTATION DATED 5 DECEMBER 2016

Strategic Acquisitions of Franklin Web and AIW and Capital Raising

Important notices

Important notices (cont.)

Important notices (cont.)

Transaction summary

02 / Overview of Franklin and AIW

Overview of Franklin

Financial performance of Franklin

Franklin is a low cost and highly efficient specialist catalogue producer

Revenue

EBITDA

IVE GROUP LIMITED Capital/Financing Update 2016