IVE GROUP LIMITED - Capital/Financing Update 2017

IVE GROUP LIMITED RETAIL ENTITLEMENT OFFER

IVE GROUP LIMITED (ABN 62 606 252 644)

1 for 4.4 pro-rata accelerated non-renounceable entitlement offer of IVE Group Limited ordinary shares at an offer price of $2.05 per New Share

Retail Entitlement Offer closes at 5.00pm (Sydney time) on 13 September 2017

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 420 094 (within Australia) or +61 1300 420 094 (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 C (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 Standard 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	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 28 August 2017	18
	5.2	IVE Investor Presentation dated 28 August 2017	20
	5.3	Institutional Entitlement Offer Completion Announcement dated 30 August 2017	40
6	Important information		44
	6.1	Eligible Retail Shareholders	44
	6.2	Top Up Facility	45
	6.3	Eligible Institutional Shareholders	45
	6.4	Ranking of New Shares	45
	6.5	Risks	45
	6.6	Reconciliation, Top-Up Shares and the rights of IVE and the Underwriters	46
	6.7	No cooling off rights	46
	6.8	Rounding of Entitlements	46
	6.9	Notice to nominees and custodians	46
	6.10	Not investment advice	46
	6.11	Quotation and trading	47
	6.12	Information availability	47
	6.13	Foreign jurisdictions	47
	6.14	Underwriting of the Entitlement Offer	48
	6.15	Governing law	50
	6.16	Disclaimer of representations	50
	6.17	Withdrawal of the Entitlement Offer	50
	6.18	Privacy	51
Corporate directory			B/C

IVE Group Limited – Retail Entitlement Offer

KEY DATES

Y DATES
Event	Date
Trading halt and announcement of the Acquisition and the Offer	28 August 2017
Record Date for determining entitlement to subscribe for
New Shares (7.00pm (Sydney time))	30 August 2017
Retail Entitlement Offer opens (9.00am (Sydney time))	4 September 2017
Retail Offer Booklet and Entitlement and Acceptance Form despatched
to Eligible Retail Shareholders	4 September 2017
Settlement of Institutional Entitlement Offer	4 September 2017
Allotment and normal trading of New Shares under the Institutional
Entitlement Offer	5 September 2017
Retail Entitlement Offer closes1(5.00pm (Sydney time))	13 September 2017
Settlement of Retail Entitlement Offer	19 September 2017
Allotment of New Shares under the Retail Entitlement Offer	20 September 2017
Quotation of New Shares under the Retail Entitlement Offer	21 September 2017
DDespatch of holding statements for New Shares issued under
the Retail Entitlement Offer	22 September 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 420 094 (within Australia) or +61 1300 420 094 (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 4 September 2017. 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 13 September 2017. 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 28 August 2017, IVE Group Limited (IVE or Company) announced it had executed binding agreements to acquire 100% of the shares of SEMA Holdings Pty Ltd ACN 158 886 689 (SEMA) and to acquire a new web offset printing press to expand IVE’s NSW capability (the Acquisitions).

IVE is proposing to partially fund the Acquisitions by way of a fully underwritten $55.6 million equity raising of new fully paid ordinary shares in IVE (New Shares) (the Offer) comprising a 1 for 4.4 accelerated, non-renounceable entitlement offer to existing IVE shareholders to raise $55.6 million, made up of:

an accelerated institutional entitlement offer (Institutional Entitlement Offer); and
a retail entitlement offer (Retail Entitlement Offer);
(together, the Entitlement Offer).

The offer price under the Entitlement Offer is $2.05 per New Share (Offer Price).

The Company has successfully completed the Institutional Entitlement Offer which raised approximately $38.7 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 acquisition of SEMA will be funded from the issue of scrip to the vendor of SEMA.

Details of the Acquisitions

$19.6 million for the acquisition, integration and growth capex for SEMA, a leading provider in data driven personalised communications services
$22.0 million to acquire a second 80 page LFWO printing press and ancillary equipment for the Company’s Franklin WEB (NSW) operation
$14 million to fund a continuation of the Company’s value accretive bolt on acquisition program, pay transaction costs and to maintain balance sheet flexibility

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 4.4 existing IVE ordinary shares (Shares) held on the record date, being 7:00pm (Sydney time) on Wednesday, 30 August 2017 (Record Date).

The Offer Price of $2.05 represents a discount of 5.5% to the closing price of IVE Shares of $2.17 on 25 August 2017, which was the last trading day before the announcement of the Entitlement Offer and the Acquisitions, and a 4.5% discount to the theoretical ex-rights price (TERP)[2] of $2.15.

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 $16.9 million. New Shares issued under the Retail Entitlement Offer will rank equally with existing Shares.

2 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 $2.17 on 25 August 2017. The TERP is calculated including the impact of the issue of IVE shares to the vendors of SEMA.

IVE Group Limited – Retail Entitlement Offer

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, 13 September 2017. 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 C (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 420 094 (within Australia) or +61 1300 420 094 (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. 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

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) 30 August 2017;
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 13 September 2017. • If you only take up your Entitlement your percentage holding in IVE will be reduced by the placement to the vendors of SEMA as part consideration for the acquisition of SEMA.
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 to the vendors of SEMA as part consideration for the acquisition of SEMA.
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 to the vendors of SEMA as part consideration for the acquisition of SEMA.

3 HOW TO APPLY

3.1 OVERVIEW OF THE ENTITLEMENT OFFER

IVE intends to raise approximately $55.6 million under the Entitlement Offer.

Eligible shareholders are being offered the opportunity to acquire 1 New Share for every 4.4 existing Shares held as at 7.00pm (Sydney time) on 30 August 2017 (Record Date), at the Offer Price of $2.05 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

On 29 August 2017, IVE successfully conducted the Institutional Entitlement Offer at the Offer Price of $2.05 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 28 August 2017. The offer price under the Institutional Shortfall Bookbuild was $2.05 per New Share, being the same price as the Offer under the Entitlement Offer. The Institutional Entitlement Offer will raise approximately $38.7 million.

New Shares to be issued under the Institutional Entitlement Offer and the Institutional Shortfall Bookbuild are expected to be issued on 5 September 2017.

3.3 THE RETAIL ENTITLEMENT OFFER

Under the Retail Entitlement Offer, Eligible Retail Shareholders are invited to apply for 1 New Share for every 4.4 existing Shares held as at the Record Date at the Offer Price of $2.05 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) 4 September 2017 and will close at 5.00pm (Sydney time) on 13 September 2017.

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 4.4 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 C (Key Risks) of the IVE Investor Presentation included in Section 5.2 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 13 September 2017. 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 20 September 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 to the vendors of SEMA as part consideration for the acquisition of SEMA.

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 13 September 2017.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 $2.05 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 13 September 2017. 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 C (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;
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 420 094 (within Australia) or +61 1300 420 094 (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 non-deductible 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 28 AUGUST 2017

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28 August 2017

ASX RELEASE – IVE GROUP LIMITED (ASX: IGL)

IVE Group announces 23% increase in FY17 EBITDA[1] and $55.6 million capital raising to support growth initiatives

IVE Group Limited (“IVE”) today announces:

FY17 results

Revenue of $496.9 million, up 30.1%, on previous corresponding period[1]
EBITDA of $55.2 million, growth of 23% on previous corresponding period[1]
FY17 final dividend of 6.4 cents per share fully franked[2] (73% of NPAT)[1]

Capital raising to support growth initiatives

Fully underwritten accelerated, non-renounceable Entitlement Offer to raise $55.6 million at $2.05 per new share
Acquisition and integration of SEMA Holdings Pty Ltd (“SEMA”)
Acquisition of second LFWO printing press in Franklin WEB (NSW) to accommodate growth
Additional capital to support strong pipeline of value accretive acquisition opportunities

Outlook

FY18 EBITDA guidance of $70-75 million[3]

FY2017 Full Year results

IVE’s FY17 results reflects strong year on year performance and the Company’s ongoing focus on diversification and growth.

The increase in revenue of $114.8 million (or 30.1%) over PCP reflects the impact of the Franklin WEB and AIW Printing acquisitions, as well as increased revenue from new customer wins and the existing customer base through an expanded service offering. Since acquiring Franklin WEB and AIW Printing, IVE has secured $70 million in incremental annual contracted revenue, with significant new contracts from Coles, Pacific Magazines, and the extension and expansion of the NARTA contract.

EBITDA of $55.2 million represents an increase of $10.3 million over PCP, achieved via a combination of revenue growth and continued highly efficient operations.

1 Pro forma. Over prior corresponding period and before acquisition and restructure costs

2 On increased share base following the capital raising and issue of shares to vendors of SEMA 3 Before expected restructure costs of $2.5 million - $3.5 million.

IVE Group Limited – Retail Entitlement Offer

Capital Raising

IVE today announces a capital raising of $55.6 million at $2.05 per share through a fully underwritten accelerated, non-renounceable Entitlement Offer to existing eligible shareholders.

The entitlement offer will result in approximately 27.1 million new shares being issued.

The entitlement offer will be conducted at a 5.5% discount to the last traded price of $2.17 on Friday 25 August 2017, and 4.5% discount to TERP of $2.15

The proceeds raised will be used to fully fund:

$19.6 million for the acquisition, integration and growth capex for SEMA, a leading provider in data driven personalised communications services
$22.0 million to acquire a second 80 page LFWO printing press and ancillary equipment for the Company’s Franklin WEB (NSW) operation
$14.0 million to fund a continuation of the Company’s value accretive bolt on acquisition program, pay transaction costs and to maintain balance sheet flexibility

SEMA Acquisition

The SEMA acquisition will be integrated into IVE Group’s Blue Star DIRECT businesses in both Sydney and Melbourne and is expected to derive in excess of $5 million per annum in synergies.

IVE has entered into a binding agreement to acquire SEMA with a final expected completion date of 6 September 2017.

IVE Executive Chairman, Geoff Selig said: “the SEMA acquisition consolidates our position as one of Australia’s leading vertically integrated marketing communications business. It also significantly strengthens the strategic expansion through our Kalido division into data analytics, customer insights and marketing automation”.

Additional LFWO printing press

The purchase of a second LFWO press and ancillary equipment for Franklin WEB (NSW) provides additional capacity to service incremental revenue. It also finalises the rebalancing of LFWO capacity from Victoria to NSW to better service national retailers and publishers. This rebalancing of capacity has been instrumental in IVE securing new contracted revenues.

Further details on the acquisition and the capital raising can be found in the presentation lodged with the ASX today.

Outlook

IVE provides FY18 EBITDA guidance of between $70-75 million (before restructuring costs) excluding the impact of the SEMA acquisition and the second Sydney LFWO press. This guidance is largely attributed to expected earnings uplift from the combination of scale attained through acquisitions, the increased investment in the asset base following the establishment of the greenfields Franklin WEB operation in NSW, and ongoing disciplined cost management.

The SEMA acquisition and continued investment in LFWO printing capabilities are in line with our growth strategy and position IVE well to continue revenue and EBITDA growth beyond FY18.

IVE has a strong pipeline of value accretive bolt-on acquisitions which if completed in FY18 would be expected to provide additional revenue and EBITDA.

For further information please contact:

Geoff Selig

Executive Chairman

Telephone: +61 2 90898550

IVE Group Limited – Retail Entitlement Offer

5.2 IVE INVESTOR PRESENTATION DATED 28 AUGUST 2017

FY17 RESULTS AND CAPITAL RAISING

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August 28, 2017
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Geoff Selig - Executive Chairman
Warwick Hay - Managing Director
Darren Dunkley - Chief Financial Officer
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IMPORTANT NOTICES

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) .

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 SEMA Holdings Pty Ltd (ABN 92 158 886 689) (SEMA) 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

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 has been prepared by IVE based on the audited financial statements for IVE for the financial year ended 30 June 2017 and adjusting for the impact of the Entitlement Offer, FY17 dividend and use of proceeds. The financial information for SEMA has been extracted from the financial statements of SEMA for the financial years ended 30 June 2015, 2016 and 2017 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.

FY17 Results and Capital Raising - Not for distribution or release in the United States

IVE Group Limited – Retail Entitlement Offer

IMPORTANT NOTICES continued

Investors should also note that this Presentation does not include the financial statements of SEMA. While this Presentation includes a pro forma balance sheet for IVE as at 30 June 2017 to reflect the impact of the Entitilement Offer, FY17 dividend and use of proceeds, 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 ‘nonIFRS financial information’ under ASIC Regulatory Guide 230: ‘Disclosing non-IFRS financial inform- ation’ 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 do 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 nonIFRS 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 SEMA acquisition, the outcome and effects of the Entitlement Offer and the use of proceeds, and the future performance of IVE and SEMA 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 SEMA, the outcome and effects of the Entitlement 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 forwardlooking 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.

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 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/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 Entitlement 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 Entitilement Offer and the information in this Presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise.

FY17 Results and Capital Raising - Not for distribution or release in the United States

IMPORTANT NOTICES continued

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 EntitlementOffer. 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 Entitlement 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 Entitlement 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. 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 Entitlement 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 their 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.

FY17 Results and Capital Raising - Not for distribution or release in the United States

IVE Group Limited – Retail Entitlement Offer

01 Business overview

02 Highlights & outlook 04 Capital raising 05 Acquisition of SEMA and strategic rationale 09 Capacity expansion - Franklin WEB (NSW) 13 FY17 Results

19 Acquisition & integration update

20 Offer summary 25 Appendices

29 Key risks

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FY17 Results and Capital Raising - Not for distribution or release in the United States

BUSINESS OVERVIEW A leading product and service offering

IVE is a vertically integrated marketing services and print communications provider. IVE enables its customers to communicate more effectively with their customers by creating, managing, producing and distributing content across multiple levels.

The marketing services and print communications industry is dynamic and constantly evolving. IVE’s response to this evolution has been to maintain relevance with our customers through ongoing investment and expansion of our product and service offering.

This has been achieved through an effective combination of both organic growth initiatives and strategic acquisitions.

IVE has a leading product and service offering in Australia and holds leading positions across multiple industry sectors. IVE delivers its products and services through four operating divisions.

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A customer experience agency that helps brands
prosper through creative concept development,
digital services, customer analytics & marketing
automation
Integrated print, point of sale, personalised
communications, promotional products,
warehouse & logistics services
Fundraising strategy, data-driven solutions
and telephone fundraising agency serving
the not-for-profit sector
Managed solutions. Bundles the Group’s broad
range of products and services into multi-channel
solutions for customers
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FY17 Results and Capital Raising - Not for distribution or release in the United States

IVE Group Limited – Retail Entitlement Offer

HIGHLIGHTS AND OUTLOOK

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HIGHLIGHTS AND OUTLOOK IVE continues to enhance its position as one of Australia’s leading diversified marketing communications businesses

FY17 results highlights

Revenue growth of 30.1% over FY16 pro forma revenue
EBITDA of $55.2 million (up 23.0% over PCP), before acquisition and restructure costs
Final dividend of 6.4 cents per share (on increased shares on offer following the capital raising and issue of shares to the vendors of SEMA)
Strategically entered the Large Format Web Offset (LFWO) sector through the acquisition of Franklin WEB and AIW Printing in December 2016
Incremental $70.0 million of LFWO revenue secured since entering the sector, this has resulted in a phased shut down of the AIW site

Strong outlook

FY18 EBITDA expected to be approximately $70 – 75 million (before restructure costs)
FY18 restructure costs expected to be $2.5 – 3.5 million
Key drivers of FY18 expected to be:
full year contribution of Franklin WEB
phased realisation of new contract wins in LFWO
phased realisation of synergies from Franklin/AIW integration
- °[Franklin WEB (NSW) fully operational from October 2017 ]
- °[AIW to be closed by end of December 2017]
All major clients have been retained • The FY18 outlook excludes any contribution from the SEMA acquisition
— Investment in NSW greenfield site and re-balancing of capacity between and additional LFWO press (discussed on the following page), which Sydney and Melbourne have been instrumental in achieving growth primarily drive further growth beyond FY18
Successful integration of smaller acquisitions completed during the year
New client wins across all other business units • which if completed in FY18 would be expected to provide additional The Company has a strong pipeline of value accretive bolt-on acquisitions • Strong growth in the share of wallet (SOW) for existing customers through revenue and EBITDA. These have not been included in the FY18 outlook expansion of the Group’s product and service offering

REVENUE: + 30% TO $496.9 million EBITDA: + 23% TO $55.2 million NPATA: + 14% TO $27.3 million The Pro Forma financial results are on a non IFRS basis and not audited FY2017 excludes restructuring and acquisition expenses (refer Appendix)

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IVE Group Limited – Retail Entitlement Offer

CAPITAL RAISING

Capital raising to support initiatives to drive further growth beyond FY18

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Acquisition and integration Expansion of IVE’s direct marketing and data analytics capability through the acquisition of SEMA
of SEMA, and growth capex • Further consolidates Blue Star DIRECT’s position as the leader in the Australian direct communications sector
$19.6 million • Acquired at 4.8x EV / EBITDA (2.6 x post synergies), immediately contributing to IVE Group's earnings
• Expected synergies in excess of $5.0 million following full integration by 30 June 2018
(excludes $3.4 million of IGL scrip) • Targeted capex program to deliver a further $1.0 million in annual EBITDA
Additional LFWO Acquisition of second 80 page web offset press and ancillary equipment in Franklin WEB (NSW) to accommodate growth
Press • Strong business case underwritten by secured contracts
• Core to rebalancing capacity between Victoria and NSW to better service national retailers and publishers
$22.0 million • Annual EBITDA contribution of $5.0 million based on secured contracts (from August 2018), with capacity for additional growth
Strong acquisition
pipeline Strong potential pipeline of value accretive bolt-on acquisitions• Successful track record of identifying & integrating profitable bolt-on acquisitions (typically 2.0x to 3.0x EV / EBITDA post synergies )
$11.2 million
• Capital raising of approximately $55.6 million being conducted at $2.05 per share through a fully underwritten accelerated,
non- renounceable Entitlement Offer
• Approximately 27.1 million new shares to be issued
Capital Raising • Proceeds used to:
$55.6 million ° Fully fund the cash component of the acquisition, integration and growth capex for SEMA ($19.6 million) ° Acquire the second 80 page press ($22.0 million)
° Capacity for future bolt-on acquisitions and balance sheet flexibility ($11.2 million)
° Associated transaction costs ($2.8 million)
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ACQUISITION OF SEMA AND STRATEGIC RATIONALE

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IVE Group Limited – Retail Entitlement Offer

ACQUISITION OF SEMA Further enhancing IVE´s position as one of the leaders in data driven personalised communications

Business overview

Established over 35 years ago
FY17 revenue of $40.1 million & EBITDA of $3.1 million

Broad service offering

Multi-channel marketing – including personalised direct mail, email,
social media and mobile
Provides cross-channel communications solutions to some of Australia’s • Consolidation of data – ability to access data from a single data source biggest brands • Assist clients with the transition to electronic communications
Leverages leading technologies to allow companies to: • Digitisation – transform hard copy documents into digital formats
personalise customer communications using any number of variables;
communicate via the customer’s channel of choice (mail, email, mobile, • Security – maintain data integrity and security as well as customer privacy social media); • Systems that allow clients to easily switch between electronic and digital
— maintain data integrity, security and privacy; and — report, track and analyse customer response • One of the largest partners of Salesforce Marketing Cloud in Australia together with IVE’s Kalido business • Operations in Sydney, Melbourne and Brisbane with Sydney and Melbourne to be fully integrated into Blue Star DIRECT’s existing locations Example customers • A range of long-term, high quality clients including: CBA AGL CGU Origin Energy NAB State & Federal Governments ANZ Energy Australia ATO Optus Local Government Westpac FY17 Results and Capital Raising - Not for distribution or release in the United States Page 06

SEMA FINANCIAL PERFORMANCE SEMA has a record of strong growth and margin expansion

FINANCIAL PERFORMANCE

REVENUE

Revenue has increased by approximately 9.6% between FY15 and FY17 to $40.1 million, primarily as a result of:
new client wins; and
growth in Salesforce related marketing automation & data analytics revenue across new and existing customers

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REVENUE AND EBITDA ($m) [ (1)]
50 3.5
40 2.8
30 2.1
20 1.4
10 0.7
0 0
FY15 FY16 FY17
Revenue ( LHS ) EBITDA ( RHS )
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Majority of revenue is contracted
FY18 will benefit from the full year impact of recent contract wins

EBITDA

EBITDA has increased between FY15 and FY17, resulting from:
revenue growth outlined above; and
operating leverage

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REVENUE CONTRIBUTION [ (1)]
By customer
Other
21%
Top 10
Customers
Customers 57%
11 - 25
22%
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(1) Source: SEMA management

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IVE Group Limited – Retail Entitlement Offer

SEMA TRANSACTION AND STRATEGIC RATIONALE SEMA will be integrated into Blue Star DIRECT unlocking significant integration and synergy benefits

Transaction overview

Up to $14.5 million in total consideration[(1)]
$11.15 million on completion
$7.75 million of cash
$3.4 million in IVE shares issued at $2.06 per share
Up to $3.35 million to be paid in cash based on the achievement of FY18 revenue targets
Represents ~4.8x FY17 EBITDA pre-synergies or 2.6x post-synergies

Integration and synergies

Estimated annualised synergies in excess of $5.0 million
Full run rate by FY2019
significant rationalisation opportunities, with Sydney and Melbourne operations to be fully integrated into Blue Star DIRECT

Strategic rationale

Highly complementary to Blue Star DIRECT
Diverse, long-term and high quality client list with exposure to attractive sectors
minimal cross-over with existing IVE customer base
positions IVE in new sectors (e.g. local government)
cross-sell opportunities given IVE’s diversified offering
Enhance IVE's position as a leading Asia Pacific provider of marketing
automation, data analytics & personalised content in a multi-channel world
Provides new products and services which enhance IVE’s existing diversified offer
online archive and retrieval platform
access to the trans promo (physical and digital) market (estimated $500 million market size)
Estimated $4.5 million of integration costs
Capital expenditure program of $4.0 million, driven by recently secured additional revenue will deliver in excess of $1.0 million additional EBITDA
(1) Consideration excludes any completion working capital adjustment, and assumes SEMA is acquired on a debt free/cash free basis

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CAPACITY EXPANSION TO SUPPORT REVENUE GROWTH - FRANKLIN WEB (NSW)

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IVE Group Limited – Retail Entitlement Offer

STRATEGIC RATIONALE

The capacity expansion at Franklin WEB ( NSW ) is underwritten by additional revenue secured

Since the acquisition of Franklin and AIW in December 2016, IVE has successfully won contracts totalling $70 million in annual incremental revenue including:
Coles (Coles Supermarkets, Vintage Cellars, First Choice Liquor)
Pacific Magazines
NARTA extension (including an additional large national retailer)
Approximately $40 million of this revenue will be serviced by IVE’s existing capacity
To fully service these contracts and allow future growth, IVE has ordered a second new 80 page heatset web offset press and auxiliary equipment for the Franklin WEB (NSW) greenfield site:
$22 million capital cost
commissioning expected by 31 August 2018
highly automated, low cost operation
Expected to generate annualised EBITDA contribution in excess of $5.0 million (based on existing,
contracted revenue) before additional growth
With the new contract wins, the new press will be significantly utilised from day one. The press also:
provides further growth potential; and
continues the re-balance of capacity from Victoria to NSW to better service national retailers and publishers. This has been instrumental in securing new contracted revenues

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REDUCED CAPACITY DRIVES HIGHER UTILISATION Recent consolidation in the LFWO sector has resulted in a significant reduction in capacity

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• Both major large format web offset operators have undertaken significant REDUCED SECTOR CAPACITY
rationalisation of press capacity since late 2016
• IVE management estimate that: 800,000
— theoretical sector capacity will reduce by 8 - 9% between December 2016
and FY19, inclusive of IVE’s new presses at Franklin WEB (NSW)
— utilisation across the sector will increase commensurately as a result
• Rationalisation and increased utilisation has been driven by positive change 700,000
in market structure (5 major operators down to 2 major operators)
• Much of the excess capacity retired has been older, less efficient equipment,
increasing the overall efficiency of the sector
600,000
500,000
December 2016 Sector Estimated
rationalisation FY2019
Source: IVE management
Theoretical capacity in tonnes
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IVE Group Limited – Retail Entitlement Offer

IVE´s RATIONALISED PRESS FLEET Significant investment to support additional secured revenue

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• Since the Franklin / AIW transaction, IVE has undertaken an integration plan to: IVE HEATSET WEB OFFSET PRESS FLEET
— consolidate the Franklin / AIW press fleet; and
— re-balance capacity to NSW through the establishment of a Franklin WEB 21
greenfield site in Sydney 5 5 18
• Following finalisation of integration and commissioning of the second 80 page 2 5
press, IVE will have: 6
— rationalised its heatset web press fleet from 21 to 18; and
— significantly increased utilisation and efficiency 3
10 10
At Franklin/AIW Removed New Post integration
acquisition (July 2018)
Blue Star WEB Franklin WEB VIC
AIW Printing VIC Franklin WEB NSW
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FY17 RESULTS

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IVE Group Limited – Retail Entitlement Offer

REVENUE

IVE’s FY17 revenue increased by 30.1% on PCP to $496.9 million
IVE’s unique and diverse offering remains appealing to new and prospective customers
as they look to explore the full diversity of our value proposition
Strong new business performance across a broad cross section of customers.
Highlights of major new contract wins include:
IVEO : L’Oréal, Diageo, BP and Blackmores
Kalido : AXA Asia, Johnson & Johnson, Kalbe, The Mall Group, L’Oréal and Foxtel
Blue Star Group : Coles, Pacific Magazines, Kmart, Lovatts, Globus Travel,
Nestle and Suncorp
Pareto : Red Cross and Greenpeace
IVE continues to explore new opportunities with existing customers and has
grown share of wallet (SOW). Major SOW wins include:
IVEO : Diageo, iCare, McDonalds and RACV
Kalido : Super Retail Group, Foxtel and ANZ
Blue Star Group : NBN, H+R Block, Birdnest, Fairfax and ANZ
Pareto : World Wildlife Fund and Lifeline
IVE has successfully renewed a number of key contracts:
CBA, Optus, Fairfax, Tupperware, Travelcorp, Australian Electoral Commission,
Glaxo Smith Kline, Flight Centre, IAG, NBN, Yaffa Media, Beyond Blue and Kmart

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KEY INITIATIVES

Kalido Expansion

The Kalido division continues its growth trajectory into Asia (specifically in the data analytics, marketing automation and website optimisation space) with strong new business wins in Indonesia, Thailand and China. Kalido Hong Kong opened in April 2017 to complement the existing Singapore office, established in May 2016

As a leading Salesforce Marketing Cloud partner in Asia Pacific, Kalido’s Platinum Certification should see them take advantage of many new business and revenue opportunities in Asia, specifically in data analytics, marketing automation and website optimisation

Blue Star CONNECT relocation

Towards the end of 2016, Blue Star CONNECT (NSW) relocated from three existing premises into one new 20,000 sqm purpose-built facility in Erskine Park. The new facility has the capacity to hold 17,000 pallets, supporting the ongoing growth of the Group’s logistics and fulfilment offer, which continues to play a key part in our success to secure large managed solutions customers in IVEO. Simultaneously the warehouse management system was upgraded to support further automation and growing activity levels

• Capital expenditure A range of capital expenditure initiatives were actioned across the Group to ensure our production environment remains highly efficient

Relocation and expansion of Blue Star DISPLAY in Victoria

Building on the growth of the Blue Star DISPLAY business in NSW over recent years, the Group’s existing Victorian operation was relocated and merged with Franklin WEB’s retail display business into a dedicated facility in Sunshine. This coincided with a significant investment program to provide more capacity to better service national retailers for their retail display requirements

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IVE Group Limited – Retail Entitlement Offer

PROFIT AND LOSS

Revenue growth - Revenue increase of $114.8 million or 30.1% over PCP, this reflects the impact of Franklin and AIW acquisition, as well as increased revenue from new customer wins and the existing customer base through expanded service offering
Gross profit margin - The gross profit increase of $48.5 million over PCP largely driven by increased revenue. The Group achieved gross profit margin of 49.9% to revenue compared with 52.2% in PCP. Catalogue revenue has historically been at lower gross profit margin to that of IVE existing revenue. Normalising for this, gross profit has remained stable as a result of managing of inputs, continued leveraging of supply chain and reducing outsource spend wherever possible by producing internally
EBITDA growth - EBITDA of $55.2 million represents an increase of $10.3 million or 23.0% over PCP, achieved via a combination of revenue growth and efficiency gains. EBITDA margin of 11.1% is a decrease on PCP of 11.7% impacted by carrying higher costs through transitional year
FY17 final dividend – Final dividend of 6.4 cents per share fully
franked, after issue of new shares via the rights issue. This is consistent with the company’s stated dividend policy, the payout ratio is 73% of NPAT (before restructure and acquisition costs)

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PRO FORMA [(1)]
Actual Actual
FY2017 FY2016 Variance Variance
$M $M $M %
Revenue 496.9 382.0 114.8 30.1%
Gross Profit 248.1 199.6 48.5 24.3%
% of Revenue 49.9% 52.2% — -4.4%
EBITDA 55.2 44.9 10.3 23.0%
% of Revenue 11.1% 11.7% — -5.4%
EBIT 41.4 34.8 6.6 18.9%
% of Revenue 8.3% 9.1% — -8.6%
Profit before tax 36.0 32.6 3.4 10.5%
NPAT 24.6 22.3 2.3 10.5%
NPATA 27.3 23.9 3.3 14.0%
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(1) The Pro Forma financial results are on a non IFRS basis and not audited

FY2016 & FY2017 excludes restructuring and acquisition expenses (refer Appendix)

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STATUTORY
Actual Actual
IVE GROUP LIMITED June 2017 June 2016
$’M $’M
CURRENT ASSETS
Statutory Balance Sheet Cash and cash equivalents 23.9 14.5
Trade receivables, prepayments and others 101.3 74.2
Inventories 46.6 12.5
Current tax receivable 3.0 –
• The increase in drawn senior facilities of $99.3 million relates to the Total Current Assets 174.7 101.2
acquisition of both Franklin and AIW on 13th December 2016 NON CURRENT ASSETS
Deferred tax assets 19.2 17.2
• The acquisitions were funded through a combination of new equity via issue of shares to vendors ($20.3 million), a share placement and entitlement ProIntanpertgible assets and y, plant and eqguioodwillpment 153.980.5 70.341.7
offer ($40.0 million), and a new 3 year senior debt facility which resulted in Other non current assets – 1.0
the senior debt facility increasing from $53.0 million to $140.0 million as at Total Non Current Assets 253.6 130.2
30 June 2017 and drawn to $136.0 milliion [(1)] Total Assets 428.3 231.4
• The asset base including intangibles has significantly expanded over the CURRENT LIABILITIES Trade payables and provisions 119.4 80.0
period primarily as a result of the Franklin and AIW acquisitions Finance lease liabilities 2.8 2.6
• During the year, capital expenditure was $21.5 million (including capex WIP) with further capital commitments of $23.3 million. This capital expenditure Bank loansCurrent tax Total Current Liabilities payable 132.2 10.0– 86.3 3.7–
largely relates to the LFWO projects of Blue Star Web ($12.0 million)
and Franklin WEB ($30.0 million), and will be fully reflected by the end of NON CURRENT LIABILITIES Trade payables and provisions 23.0 15.1
FY2018 Finance lease liabilities 11.2 11.7
• FY19 capex outlook approximately $7.5 million Bank loans 124.3 36.8
Total Non Current Liabilities 158.5 63.6
Total Liabilities 290.7 149.9
NET ASSETS 137.6 81.5
EQUITY
Share Capital 98.8 39.8
(1) Gross of capitalised establishment costs Reserves 0.2 –
Retained Earnings 38.6 41.7
Total Equity 137.6 81.5
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IVE Group Limited – Retail Entitlement Offer

CASH FLOW

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PRO FORMA [(1)] STATUTORY
FY2017 FY2017
$M $M
EBITDA 55.2 35.9
Movement in NWC/non cash items in EBITDA 10.2 12.9
Free Cash Flow 65.4 48.8
Capital expenditure (net) -20.1 -20.1
Payments for acquisitions & deferred consideration -122.8 -122.8
Net cash flow before financing and taxation -77.5 -94.0
Tax -15.9 -10.0
Proceeds from bank loans (net) 99.3 99.3
Payment of finance lease liabilities -2.6 -2.6
Proceeds from new share issue 40.0 40.0
Dividends paid -15.2 -15.2
Interest paid (net) -4.9 -4.9
Transaction costs (equity and debt) -3.3 -3.3
Net cash flow 20.0 9.3
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(1) The Pro Forma financial results are on a non IFRS basis and not audited FY2017 excludes restructuring and acquisition expenses (refer Appendix)

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Page 18

Acquisition and integration update

The Group continued its disciplined acquisition program with five businesses acquired during the period. Three acquisitions (excluding Franklin WEB and AIW Printing) were seamlessly integrated into existing Blue Star businesses throughout the year:

Franklin WEB (Franklin) and AIW Printing (AIW) (completed 13th December 2016)

Customers' response to IVE’s acquisition of Franklin and AIW has been very positive:

$70 million in incremental annual contracted revenue has been secured
since December 2016 - Coles, Pacific Magazines and the extension of NARTA (including an additional large national retailer)

• It is expected that the synergies will be a minimum of $11.5 million per annum (full run rate effective January 2018)

The AIW plant at Springvale in Victoria was significantly scaled down in January 2017 and currently operates as a short term transitional satellite manufacturing arm of Franklin WEB. As a result of the decision to establish the Franklin greenfield operation in NSW on the back of significant revenue growth, the final closure of AIW has been delayed. The delayed closure of AIW has resulted in additional costs being incurred over the integration period. This is necessary to ensure customer delivery requirements are met until Franklin WEB (NSW) is fully operational.

All major customers of both Franklin and AIW have been retained
Customers of both Franklin and AIW are actively engaged to explore
IVE Group’s diversified offering

Establishment of Franklin NSW in conjunction with Franklin VIC to efficiently service national retailers with quicker speed to market and reduced costs:

The Mailing House (completed September 2016) fully integrated into Blue Star DIRECT (NSW) Display Bay and R25 (completed December 2016) fully integrated into Blue Star DISPLAY (NSW)

The installation of a new 80 page Lithoman printing press in Franklin NSW,
and supporting infrastructure
The Franklin NSW facility will also include highly automated stitching and
perfect binding equipment to enable a full service offering to the market. The opening date of the facility is on track and to budget, and will be fully operational in October 2017
All key staff have been retained over the last six months and actively
recruiting staff for the new Franklin NSW operation

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FY17 Results and Capital Raising - Not for distribution or release in the United States

IVE Group Limited – Retail Entitlement Offer

OFFER SUMMARY

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OFFER SUMMARY Sources and uses of funds

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SEMA acquisition terms
Purchase price IVE has entered into binding agreements to acquire shares in SEMA for up to $14.5 million [(1)]
Closing conditions The Acquisition is subject to customary conditions precedent
Completion date The Acquisition is expected to complete by 5th September, 2017
Up to $11.1 million cash from fully underwritten entitlement offer at $2.05
Funding $3.4 million in IVE scrip issued to the vendors of SEMA at $2.06, subject to a 6 month escrow
Sources and uses of funding
Sources of Funds $ million Uses of Funds $ million
Entitlement offer 55.6 Payment for SEMA (assuming full earn-out) 14.5 [(1)]
Scrip to vendors of SEMA 3.4 SEMA integration and capex costs 8.5
Second press acquisition and commissioning 22.0
Growth capital 11.2
Associated transaction costs 2.8
TOTAL 59.0 TOTAL 59.0
(1) Consideration excludes any completion working capital adjustment, and assumes SEMA is
acquired on a debt free/cash free basis
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IVE Group Limited – Retail Entitlement Offer

OFFER SUMMARY Details of the entitlement offer

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Offer structure and size Fully underwritten 1 for 4.4 pro-rata, accelerated, non-renounceable Entitlement Offer to raise gross proceeds of approximately $55.6 million
Approximately 27.1 million New Shares to be issued
Entitlement Offer will be conducted at $2.05 per New Share (Offer Price)
Offer price – 5.5% discount to the last traded price of $2.17 on Friday 25 August 2017
– 4.5% discount to TERP(¹) of $2.15
Approximately $38.5 million Institutional Entitlement Offer to existing institutional shareholders
Institutional investors – The Institutional Entitlement Offer will be conducted on Monday 28 August 2017
– 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 29 August 2017
Approximately $17.1 million Retail Entitlement Offer to existing eligible retail shareholders
– The Retail Entitlement Offer will open at 9.00am (Sydney time) on Monday, 4 September 2017 and close at 5.00pm (Sydney time) on Wednesday,
Retail investors 13 September 2017
– 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,
Director commitments Non-Executive Director), intends to take up 50% of its entitlement as part of the Entitlement Offer. All IVE directors who hold shares in IVE have stated they
intend to take up some or all of their entitlements
Ranking New Shares issued under the Entitlement Offer and issued to SEMA's vendor(s) will rank equally with existing fully paid ordinary shares from their time of issue, including being eligible for the full year FY17 dividend
Underwriters Offer is fully underwritten by Bell Potter Securities Limited and Shaw and Partners Limited
(1) Theoretical ex-rights price
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OFFER SUMMARY Offer timetable

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EVENT DATE [(1)]
Trading halt and announcement of the Entitlement Offer Monday, 28 August 2017
Institutional Entitlement Offer opens Monday, 28 August 2017
Institutional Entitlement Offer closes Tuesday, 29 August 2017
Institutional Shortfall Bookbuild Tuesday, 29 August 2017
Trading halt lifted and shares recommence trading on ASX on an ex entitlement basis Wednesday, 30 August 2017
Record Date for determining entitlement to subscribe for New Shares 7pm (Sydney time) [(2) ] Wednesday, 30 August 2017
Retail Entitlement Offer opens 9am (Sydney time) [(2) ] Monday, 4 September 2017
Retail Entitlement Offer Booklet despatched to eligible shareholders Monday, 4 September 2017
Settlement of applications in the Institutional Entitlement Offer Monday, 4 September 2017
Allotment and normal trading of New Shares under the Institutional Entitlement Offer Tuesday, 5 September 2017
Retail Entitlement Offer closes 5pm (Sydney time) [(2) ] Wednesday, 13 September 2017
Settlement of Retail Entitlement Offer Tuesday, 19 September 2017
Allotment of New Shares issued under the Retail Entitlement Offer Wednesday, 20 September 2017
Quotation of New Shares under the Retail Entitlement Offer Thursday, 21 September 2017
Despatch of holding statements in respect of New Shares issued under the Retail Entitlement Offer Friday, 22 September 2017
(1) All dates and times are indicative and subject to change without notice
(2) Australian Eastern Standard Time
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IVE Group Limited – Retail Entitlement Offer

OFFER SUMMARY Pro Forma Balance Sheet

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June 2017 Pro Forma Balance Sheet [(1)]
$ million IVE Statutory Dividend transaction costsCapital Raise / acquisition Impact of [(2)] Second press capex [(3)] Pro Forma
Cash and cash equivalents 23.9 (9.5) 52.8 (7.8) (22.0) 37.4
Trade and other receivables 94.8 – – 7.3 – 102.1
Inventories 46.6 – – 0.3 – 46.8
Property, plant and equipment 80.5 – – 3.2 22.0 105.8
Intangible Assets 153.8 – – 14.1 – 168.0
Other Assets 28.7 – 0.7 0.4 – 29.8
Total Assets 428.3 (9.5) 53.6 17.5 – 489.9
Trade and Other Payables 98.4 – – 7.6 – 106.0
Borrowings 148.3 – – – – 148.3
Other Liabilities 44.0 – – 6.5 – 50.5
Total Liabilities 290.7 – – 14.1 – 304.8
Net Assets 137.6 (9.5) 53.6 3.4 – 185.0
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(1) The Pro Forma Balance Sheet is based on the audited balance sheet of IVE as at 30 June 2017. The financial information for SEMA has been extracted from the financial statements of SEMA for the

financial year ended 30 June 2017

(2) Excludes any post completion purchase price accounting adjustments. Initial cash component of $7.75 million and estimated contingent consideration of $3.35 million included in trade and other payables. Total consideration of $14.5 million excludes any completion working capital adjustment, and assumes SEMA is acquired on a debt free/cash free basis

(3) Payment terms subject to further negotiation with manufacturer, majority to be paid in FY18

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APPENDICES

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IVE Group Limited – Retail Entitlement Offer

APPENDIX A Statutory Results

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STATUTORY FY2017 PRO FORMA ADJUSTMENTS
Actual Actual
FY2017 FY2016 Variance Variance Restructure & Acquisitions costs FY2017
$M $M $M % $M
Revenue 496.9 369.2 127.6 34.6%
Restructure - IVE other -1.5
Gross Profit 248.1 192.0 56.1 29.2%
% of Revenue 49.9% 52.0% - -4.0% Restructure - Franklin / AIW
- redundancies, relocation and site closure costs -11.8
EBITDA 35.9 26.5 9.4 35.5%
% of Revenue 7.2% 7.2% - 0.7% Acquisition -5.9
- transaction costs
EBIT 22.2 16.9 5.3 31.3%
% of Revenue 4.5% 4.6% - -2.4% Interest expense- previous facility setup costs -0.3
Profit before tax 16.4 14.2 2.3 15.9% TOTAL (pre-tax) -19.5
NPAT 12.1 15.1 -2.9 -19.5%
NPATA 14.8 16.4 -1.6 -10.0%
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APPENDIX B 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 Singapore WARNING: This document has not been, and will not be, registered as a prospectus under the This document and any other materials relating to the New Shares have not been, and will not Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singanor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant pore. Accordingly, this document and any other document or materials in connection with to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, No action has been taken in Hong Kong to authorise or register this document or to permit circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of the distribution of this document or any documents issued in connection with it. Accordingly, an invitation for subscription or purchase, whether directly or indirectly, to persons in Singathe New Shares have not been and will not be offered or sold in Hong Kong other than to pore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part "professional investors" (as defined in the SFO). XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise No advertisement, invitation or document relating to the New Shares has been or will be pursuant to, and in accordance with the conditions of any other applicable provisions of the issued, or has been or will be in the possession of any person for the purpose of issue, in Hong SFA. Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or This document has been given to you on the basis that you are (i) an existing holder of the read by, the public of Hong Kong (except if permitted to do so under the securities laws of Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) a "relevant perHong Kong) other than with respect to New Shares that are or are intended to be disposed of son" (as defined in section 275(2) of the SFA). In the event that you are not an investor falling only to persons outside Hong Kong or only to professional investors (as defined in the SFO and within any of the categories set out above, please return this document immediately. You may any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, not forward or circulate this document to any other person in Singapore. such securities in circumstances that amount to an offer to the public in Hong Kong within six Any offer is not made to you with a view to the New Shares being subsequently offered for sale months following the date of issue of such securities. to any other party. There are on-sale restrictions in Singapore that may be applicable to invesThe contents of this document have not been reviewed by any Hong Kong regulatory authority. tors who acquire New Shares. As such, investors are advised to acquaint themselves with the You are advised to exercise caution in relation to the offer. If you are in doubt about any SFA provisions relating to resale restrictions in Singapore and comply accordingly. contents of this document, you should obtain independent professional advice.

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IVE Group Limited – Retail Entitlement Offer

APPENDIX B INTERNATIONAL OFFER RESTRICTIONS continued

United Kingdom New Zealand Neither the information in this document nor any other document relating to the offer has This document has not been registered, filed with or approved by any New Zealand regulatory been delivered for approval to the Financial Conduct Authority in the United Kingdom and no authority under the Financial Markets Conduct Act 2013 (the "FMC Act"). prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, The New Shares are not being offered to the public within New Zealand other than to existing as amended ("FSMA")) has been published or is intended to be published in respect of the New shareholders of the Company with registered addresses in New Zealand to whom the offer of Shares. these securities is being made in reliance on the FMC Act and the Financial Markets Conduct This document is issued on a confidential basis to "qualified investors" (within the meaning of (Incidental Offers) Exemption Notice 2016. section 86(7) of the FSMA) in the United Kingdom, and the New Shares may not be offered Other than in the entitlement offer, the New Shares may only be offered or sold in New Zeaor sold in the United Kingdom by means of this document, any accompanying letter or any land (or allotted with a view to being offered for sale in New Zealand) to a person who: 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 • is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act; reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other • meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act; person in the United Kingdom. • is large within the meaning of clause 39 of Schedule 1 of the FMC Act; Any invitation or inducement to engage in investment activity (within the meaning of section • is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been • is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act. 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.

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APPENDIX C

Key Risks - Acquisition and Offer Risks

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TOPIC SUMMARY TOPIC SUMMARY
Reliance on IVE undertook a due diligence process in respect of SEMA, which Analysis of IVE has undertaken financial, business and other analyses of SEMA
information provided relied mostly on the review of financial and other information provided opportunity in order to determine its attractiveness to IVE and whether to pursue
by the vendors. While IVE considers the due diligence process under- the transaction. It is possible that such analyses, and the best estimate
taken to be appropriate, IVE has not been able to verify the accuracy, assumptions made by IVE, draw conclusions and forecasts that are
reliability or completeness of all the information which was provided inaccurate or which are not realised in due course. To the extent
to it against independent data. Similarly, IVE has prepared (and made that the actual results achieved by SEMA are different than those
assumptions in the preparation of) the financial information relating indicated by IVE’s analysis, there is a risk that the profitability and
to SEMA and the IVE Group post-completion included in this future earnings of the operations of IVE may be materially different
Presentation in reliance on limited financial information and other from the profitability and earnings expected as reflected in this
information provided by the vendors. Some of this information Presentation.
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. Acquisition completion risk While the acquisition agreement does not contain any material conditions precedent to completion and completion is scheduled to occur shortly after settlement of the Institutional Entitlement Offer,
Investors should also note that there is no assurance that the due there is a risk that the SEMA Acquisition does not proceed on the
diligence conducted was conclusive and that all material issues and current terms and expected timing due to unforeseen circumstances,
risks in respect of the Acquisitions have been identified. Therefore, and that this could materially and adversely affect IVE.
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 includes forward looking information. While IVE has been able to review some of the foundations for the Historical liabilities Since it is acquiring the shares in SEMA, IVE will also indirectly assume
forward looking information relating to SEMA, forward looking information is inherently unreliable and based on assumptions that any liabilities that SEMA has from its past operations, including any liabilities which were not identified during its due diligence
may change in the future. (for example, in relation to the unauthorised use or infringement of
intellectual property) or which are greater than expected, for which
IVE has sought to mitigate the risks associated with the information insurance may not be adequate or available, and for which IVE will not
provided during due diligence by seeking certain warranties and have post-closing recourse under the SEMA Acquisition Agreement.
indemnities from the vendors. Such liabilities may adversely affect the financial performance or
position of IVE post-acquisition.
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IVE Group Limited – Retail Entitlement Offer

APPENDIX C

Key Risks - Acquisition and Offer Risks continued

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TOPIC SUMMARY TOPIC SUMMARY
SEMA specific risks Reduced demand for marketing communications products – The Underwriting risk The acquisition does not proceed for a number of reasons including if
post-acquisition performance of IVE will be influenced by the overall (continued) the acquisitions or acquisitions funding arrangements are terminated,
condition of the marketing and print communications industry in the agreements are withdrawn, revoked or varied in any respect that
Australia. The primary services offered by SEMA are printed and is materially adverse to IVE or terminated or rendered void, voidable,
digital customer communications and new end-user marketing and illegal or otherwise unenforceable;° there are certain delays in the
communications preferences may result in an unexpected reduction in timetable for the Entitlement Offer,
demand for these services. This may result in the reduction in the level without the Joint Lead Managers’ consent;
of IVE’s revenue.
° [there are certain financial or economic disruptions in key market or ]
Loss of key management personnel – SEMA’s historical performance hostilities commence or escalate in certain key countries;
is attributable in part to its key management personnel and members
of the senior management team. There is a risk that IVE may not be ° [there is a change in the board or certain senior management changes; or]
able to retain these persons or be able to find effective replacements for them in a timely manner. The loss of such personnel or any delay in their replacement may adversely affect IVE’s ability to develop and implement its business strategies and ultimately adversely affect IVE’s business, operating and financial performance. The loss of key change, occurs in the assets, liabilities, financial position or ° performance, profits, losses or prospects of IVE or the IVE Group from that disclosed to ASX up to, and including, the Announcement Date. [an adverse change, or an event that is likely to lead to an adverse ]
personnel could have an adverse impact on IVE’s operations and The ability of the Underwriters to terminate the Underwriting
potentially result in the loss of key client relationships and the potential Agreement in respect of some events will depend on whether the
loss of business knowledge. event has or is likely to have a material adverse effect on the success,
Loss of key customers – IVE’s business is dependent on its ability to marketing or settlement of the Offer, the value of the securities, or
retain its existing customers. Its growth is dependent on its ability the willingness of investors to subscribe for securities, or where
to attract new customers and increase its business with its existing they may give rise to liability for the Underwriters. Termination of the
customers. IVE may not be successful in retaining the historical clients Underwriting Agreement would have an adverse impact on the amount
of SEMA. Within the printing/ marketing communications industry, of proceeds raised under the Offer and could affect IVE’s ability to
customer contracts typically permit termination for convenience on pay the purchase price for the SEMA acquisition and the second
short notice (less than 90 days). Accordingly customer contracts are Sydney press. If the Underwriting Agreement is terminated, IVE will
subject to the risk of termination, as well as expiry and non-renewal generally not be entitled to terminate the acquisition agreements. In
and the risk that customers reduce the volume of IVE’s products they these circumstances, IVE would need to find alternative funding to
consume. Each of these would result in the reduction in the level of meet its contractual obligations under the acquisition agreements to
IVE’s revenue pay the purchase price. Termination of the Underwriting Agreement
could materially adversely affect IVE’s business, cash flow, financial
Underwriting risk IVE has entered into an Underwriting Agreement under which the performance, financial condition and share price.
Underwriters have agreed to fully underwrite the Offer, subject to If the Underwriting Agreement is terminated and IVE is unable to
the terms and conditions of the Underwriting Agreement. The Joint source alternate funding, it may be unable to complete the SEMA
Lead Managers’ obligation to underwrite the Offer is conditional on certain customary matters, including IVE delivering certain certificates, Acquisition and could be required to pay damages. If this was to occur the Offer may not proceed and in this circumstance all application
sign-offs and opinions. Further, if certain events occur, some of which moneys paid would be refunded to investors.
are beyond IVE’s control, the Joint Lead Managers may terminate the
Underwriting Agreement, including if: If the Underwriting Agreement was terminated after the settlement of
the Institutional Entitlement Offer, the funds proposed to be raised in
the Retail Entitlement Offer would not be raised, either in full or at all.
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APPENDIX C

Key Risks - Acquisition and Offer Risks continued

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TOPIC SUMMARY TOPIC SUMMARY
Integration risk The Acquisition involves the integration of SEMA, which has Risks associated Entitlements cannot be traded on ASX or privately transferred. If
previously operated independently from IVE. As a result, there is a with not taking up new eligible retail shareholders do not take up all or part of their available
risk that the integration of SEMA may be more complex than currently shares under the entitlements, individuals’ percentage shareholding in IVE will be
anticipated, encounter unexpected challenges or issues and take entitlement offer diluted (in addition to the dilution which will take place as a result of
longer than expected, divert management attention or not deliver the the issue of shares to the vendors of SEMA).
expected benefits. This may affect IVE’s operating and financial performance. Further, the integration of SEMA’s accounting functions Any New Shares which are not subscribed for by eligible retail
may lead to revisions, which may impact on IVE’s reported financial results. 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 SEMA acquisition and, in particular, the ability to scale-back discretion detailed in the Retail Offer Booklet. To the extent
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 under the Top Up Facility, this may result in further dilution of individual
of SEMA’s business alongside IVE’s business following completion percentage shareholdings in IVE.
of the acquisition. While IVE has undertaken analysis in relation to the
synergy benefits of the SEMA acquisition, they remain IVE’s estimate
of the synergy benefits expected to be achievable as part of the Acquisition The acquisition of SEMA may trigger change of control clauses in some
SEMA acquisitions, and there is a risk that the actual synergies able liability risk material contracts to which SEMA (and its subsidiaries) are a party.
to be realised as part of the acquisition may be less than expected or Where triggered, the change of control clauses will, in most cases,
delayed, or that the expected synergy benefits of the acquisition may require IVE to seek the counterparty’s consent in relation to the
not materialise at all or cost more to achieve than originally expected. acquisition of SEMA. There is a risk that a counterparty may not provide
their consent, which may trigger a termination right in favour of that
Achievement A key determinant of the long-term benefits IVE expects to derive counterparty. If any of the material contracts are terminated by a counterparty or renegotiated on less favourable terms, it may have an
of synergies from the Acquisition is the achievement of expected synergies. There adverse impact on IVE’s financial performance and prospects.
is a risk that the realisation of synergies or benefits described in this There can be no assurance that IVE would be able to renegotiate such
Presentation may not be achieved in a timely manner, at all or to the contracts on commercially reasonable terms, if at all.
extent envisaged, or that the costs associated with achieving them
may be higher than 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.
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IVE Group Limited – Retail Entitlement Offer

APPENDIX C

Key Risks -Operational Risks

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TOPIC SUMMARY TOPIC SUMMARY
Competition in the The marketing and print communications industry in Australia is Acquisition strategy IVE intends to selectively pursue acquisitions to complement its
marketing and print competitive. IVE faces competition in all market sectors in which may not be successful organic growth. However, IVE may not be able to identify suitable
communications it operates. acquisition candidates at acceptable prices or complete and integrate
industry Any increase in competition (for example, a competitor launching acquisitions successfully.
similar products or services) may lead to a loss of market share or Even if successfully executed and integrated, there can be no
decreased 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 customer IVE’s ability to maintain successful relationships with existing and new
relationships customers is fundamental to its business, growth and profitability.
Adapting IVE’s business As part of its growth strategy, IVE intends to expand its product and
Failure to successfully maintain relationships with existing and new processes as it expands service offering, either organically or via acquisitions. As this expansion
customers (for example, by failing to identify or react to changes in customer preferences) could negatively impact IVE’s future financial occurs, the complexity of its business will increase. If IVE is unable to adapt to address different market dynamics, its operational and financial
performance. performance may be adversely affected.
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 The success of IVE is largely dependent on its reputation and branding.
damage Maintaining the strength of the reputation and branding of the IVE
Reduced demand for The performance of IVE will continue to be influenced by the overall Group is integral to its ability to maintain relationships with existing
IVE’s products and condition of the marketing services and print communications industry customers, appeal to new customers, maintain sales growth and
services in Australia. New end-user marketing and communications preferences may result in an unexpected reduction in demand for IVE products attract key employees. Factors which adversely affect IVE’s reputation may have a negative impact on its competitiveness, growth and profit-
and services. ability.
Reliance on key IVE’s performance depends significantly on its key management Foreign exchange An investment in IVE will include indirect exposure to currency
management personnel personnel managing and growing its business and responding to customers’ needs. exposure fluctuations. The impact of foreign exchange rate fluctuations is mitigated by the purchase of forward foreign exchange contracts,
The unexpected loss of any key management personnel, or the inability holding suitable levels of inventory and through price adjustments
on the part of IVE to attract experienced personnel, may adversely affect its future financial performance. passed on to customers. If IVE’s hedging strategies are not successful, IVE may experience financial loss.
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APPENDIX C

Key Risks - Operational Risks continued

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TOPIC SUMMARY TOPIC SUMMARY
Availability of inputs and IVE relies on various procurement relationships for the steady supply Protection of Through the ordinary course of business, IVE collects a range of
input costs of raw materials, finished goods and products such as paper, ink, and confidential customer personal and financial data from customers.
equipment, all of which are key to operating its business. Significant supply disruptions could result in a material reduction in the availability of inputs required to support IVE’s operation. information It is possible that the measures taken by IVE to protect customer data will not be sufficient to detect or prevent unauthorised access to, or a disclosure of, confidential information.
Increases in the prices of these inputs, including those increases
caused by foreign exchange movements and electricity and gas prices, Any successful cyber-attack or other breach of security could result
could adversely affect IVE’s earnings if selling prices are not adjusted, in loss of information integrity, or breaches of IVE’s obligations
or if adjusting selling prices adversely impacts customers’ demand for nder applicable laws or customer agreements, each of which could
IVE’s products. adversely impact IVE’s reputation, retention of customers, ability to attract new customers and financial performance.
Impact of changing technology on IVE’s competitive position IVE’s business is significantly influenced by changing technology, evolving industry standards and the emergence of new technologies. These changes can impact the ways in which IVE’s customers communicate with their customers and the ways in which IVE produces Core technology and systems failure IVE relies heavily on its information technology and equipment infrastructure and systems, and the success of its business depends on the efficient and uninterrupted operation of this infrastructure and
its existing products. these systems. Systems could be exposed to damage or interruption as a result of a number of events and factors. These events could result
In order to remain competitive and relevant, IVE needs to enhance in business interruption, loss of customers and revenue, reputational
and expand its offering to meet its customers’ needs. If IVE is unable damage and weakening of IVE’s competitive position and financial
to do so, it may impact on its competitive position. performance.
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. 80 Page Press There is a risk that the press will not be delivered within the agreed timeline. IVE have placed the order for the press with a tier 1 global manufacturer ( Manroland ) of printing technology. Manroland have a proven track record of on time delivery & quality assurance. The press will be shipped from Germany to Australia so delivery may be
negatively impacted due to shipping issues.
Equipment and facilities IVE relies on having operational equipment and facilities with the
capacity to meet its customer demands.If any equipment becomes
unavailable or there is a delay in commissioning new equipment or
facilities, IVE's costs may be increased and it may experience delayed
revenue.
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IVE Group Limited – Retail Entitlement Offer

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APPENDIX C
Key Risks - General Market Risk
TOPIC SUMMARY TOPIC SUMMARY
Risks associated with There are risks associated with any investment in a company listed on Taxation Future changes in taxation law, including changes in interpretation
investment in the ASX. The value of shares may rise above or below the current share or application of the law by the courts or taxation authorities, may
equity capital price depending on the financial and operating performance of IVE affect taxation treatment of an investment in IVE shares or the holding
and external factors over which IVE and the Directors have no control. and disposal of those shares. Further, changes in tax law, or changes
These external factors include: economic conditions in Australia in the way tax law is expected to be interpreted, in the various
and overseas which may have a negative impact on equity capital jurisdictions in which IVE operates, may impact the future tax liabilities
markets; changing investor sentiment in the local and international and performance of IVE. Any changes to the current rates of income
stock markets; changes in domestic or international fiscal, monetary, tax applying to individuals and trusts will similarly impact on share-
regulatory and other government policies and developments and holder returns.
general conditions in the markets in which IVE proposes to operate
and which may impact on the future value and pricing of shares. No General economic Adverse changes in economic conditions such as interest rates,
assurances can be given that the New Shares will trade at or above the Offer Price. None of IVE, its Board or any other person guarantees the conditions exchange rates, inflation, government policy, national and international economic conditions and employment rates amongst others are
market performance of the New Shares. outside IVE’s control and have the potential to have an adverse impact
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

5.3 INSTITUTIONAL ENTITLEMENT OFFER AND PLACEMENT COMPLETION ANNOUNCEMENT DATED 30 AUGUST 2017

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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)

30 August 2017

SUCCESSFUL COMPLETION OF INSTITUTIONAL ENTITLEMENT OFFER

Key Highlights

Fully underwritten Institutional Entitlement Offer successfully completed, raising approximately $38.7 million
Strong demand shown by both existing and new institutional shareholders
Retail Entitlement Offer will open on 9.00am (AEDT) Monday, 4 September 2017, to raise approximately $16.9 million.

Institutional Entitlement Offer

On Monday, 28 August 2017, IVE Group Limited (ASX:IGL) ( IVE ) announced an equity raising to raise approximately A$55.6 million ( Offer ) at $2.05 per share ( Offer Price ). The proceeds raised will be used to fully fund:

$19.6 million for the acquisition, integration and growth capex for SEMA;
$22.0 million to acquire a second 80 page LFWO printing press and ancillary equipment for the Company’s Franklin WEB (NSW) operation; and
$14 million to fund a continuation of the Company’s value accretive bolt on acquisition program, pay transaction costs and to maintain balance sheet flexibility.

The Offer is comprised of an underwritten 1 for 4.4 pro-rata accelerated nonrenounceable entitlement offer to raise approximately $55.6 million ( Entitlement Offer ). Approximately 27,109,232 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 ). Approximately $38.7 million was raised under the Institutional Entitlement Offer, both of which were well supported by existing eligible institutional investors. Take-up was approximately 76%. Caxton Print Holdings Pty Limited As Trustee For Selig Family Trust (which represents the interests of Geoff Selig, Executive Chairman, and Paul Selig, NonExecutive Director), took up 50% of its entitlement as part of the Institutional Entitlement Offer.

A bookbuild for the Institutional Entitlement Offer shortfall shares was conducted on Monday, 28 August 2017 ( Institutional Bookbuild ) and attracted strong demand from both new and existing investors.

IVE Group Limited – Retail Entitlement Offer

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 these strategic initiatives and are pleased to welcome a number of new shareholders onto the IVE register. The Offer was significantly oversubscribed which is a testament to IVE’s track record and the quality of its management team.”

New Shares to be issued under the 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, 4 September 2017 and these shares are expected to be issued and commence trading on the ASX on a normal settlement basis on Tuesday, 5 September 2017.

In addition, as announced to the market on 28 August 2017, on 5 September 2017, it is expected that the acquisition of SEMA will complete and part of the consideration for the acquisition will be the issue of 1,650,165 new ordinary shares to the SEMA vendors. These new shares will be issued using IVE’s existing ASX Listing Rule 7.1 placement capacity.

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 $16.9 million. The Retail Entitlement Offer will open on 9.00am (Sydney time) Monday, 4 September 2017 and close at 5.00pm (Sydney time) Wednesday, 13 September 2017.

Eligible retail shareholders will be able to subscribe for 1 New Share for every 4.4 fully pay paid ordinary shares held in IVE as at 7.00pm (Sydney time) Wednesday, 30 August 2017 ( 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 $2.05 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, 4 September 2017. 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 420 094 (within Australia) and +61 1300 420 094 (from outside Australia), 8.30am to 5.30pm, Monday to Friday.

Further information in relation to the Entitlement Offer described in this announcement can be found in the Investor Presentation lodged with ASX on 28 August 2017.

Key Entitlement Offer dates

Key Entitlement Offer dates
Event	Date
Trading halt and announcement of capital raising	Monday, 28 August 2017
Institutional Entitlement Offer and bookbuild open	Monday, 28 August 2017

IVE Group Limited – Retail Entitlement Offer

Institutional Entitlement Offer closes	Tuesday, 29 August 2017
Trading halt lifted	Wednesday, 30 August 2017
Record date for determining entitlement to subscribe to New Shares under Retail Entitlement Offer	7.00pm (Sydney time), Wednesday 30 August 2017
Retail Entitlement Offer opens	Monday, 4 September 2017
Retail Offer Booklet despatched	Monday, 4 September 2017
Settlement of Institutional Entitlement Offer	Monday, 4 September 2017
Allotment and normal trading of New Shares under Institutional Entitlement Offer	Tuesday, 5 September 2017
Retail Entitlement Offer closes	5.00pm (Sydney time), Wednesday, 13 September 2017
Settlement of Retail Entitlement Offer	Tuesday, 19 September 2017
Allotment of New Shares under the Retail Entitlement Offer	Wednesday, 20 September 2017
Quotation and normal trading of New Shares issued under the Retail Entitlement Offer	Thursday, 21 September 2017
Despatch of holding statements	Friday, 22 September 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 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.

IVE Group Limited – Retail Entitlement Offer

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 4 September 2017 (other than the IVE Investor Presentation and the Offer Launch Announcement dated 28 August 2017, and the Institutional Entitlement Offer Completion Announcement dated 30 August 2017). 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 C (Key Risks) of the IVE Investor Presentation included in Section 5.2 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 30 August 2017;
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 $2.05 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 Shareholder 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 5.2 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 C (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 420 094 (within Australia) or +61 1300 420 094 (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 5.2 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 at by calling the IVE Shareholder Information Line on 1300 420 094 (within Australia) or +61 1300 420 094 (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 Shaw and Partners Limited and Bell Potter Securities Limited (the Underwriters), who have agreed to joint lead manage and fully underwrite the Entitlement Offer (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) or SEMA;

IVE Group Limited – Retail Entitlement Offer

the SEMA 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;
there is any announcement, notice or indication by the ACCC that it intends or proposes to object to or intervene in the SEMA 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 SEMA 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 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 C (Key Risks) of the IVE Investor Presentation included in Section 5.2 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.

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.

IVE Group Limited – Retail Entitlement Offer

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 420 094 (within Australia) +61 1300 420 094 (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

Shaw and Partners Limited Level 15 60 Castlereagh Street Sydney NSW 2000

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

386527 08/17

AI assistant

IVE GROUP LIMITED — Capital/Financing Update 2017

65109_rns_2017-08-29_476174cb-98e0-4e99-bd7a-30b7b6383bf9.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

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

3.6.1 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

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 28 AUGUST 2017

ASX RELEASE – IVE GROUP LIMITED (ASX: IGL)

FY17 results

Capital raising to support growth initiatives

Outlook

FY2017 Full Year results

Capital Raising

SEMA Acquisition

Additional LFWO printing press

Outlook

Geoff Selig

5.2 IVE INVESTOR PRESENTATION DATED 28 AUGUST 2017

FY17 RESULTS AND CAPITAL RAISING

IMPORTANT NOTICES

IMPORTANT NOTICES continued

IMPORTANT NOTICES continued

TABLE OF CONTENTS

BUSINESS OVERVIEW A leading product and service offering

HIGHLIGHTS AND OUTLOOK

HIGHLIGHTS AND OUTLOOK IVE continues to enhance its position as one of Australia’s leading diversified marketing communications businesses

FY17 results highlights

Strong outlook

CAPITAL RAISING

Capital raising to support initiatives to drive further growth beyond FY18

ACQUISITION OF SEMA AND STRATEGIC RATIONALE

ACQUISITION OF SEMA Further enhancing IVE´s position as one of the leaders in data driven personalised communications

Business overview

IVE GROUP LIMITED Capital/Financing Update 2017