KEYBRIDGE CAPITAL LIMITED — M&A Activity 2014

Feb 11, 2014

ASX Announcement

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12 February 2014

The Manager Company Announcements ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Off-market bid for Keybridge Capital Limited

We refer to the takeover bid by Oceania Capital Partners Limited for all of the shares in Keybridge Capital Limited.

We enclose, in accordance with sections 647(3)(b), 650D and 650F(3)(a) of the Corporations Act 2001 (Cth), a document which is a third supplementary bidder’s statement, a notice under section 650F that the bid has been freed of defeating conditions, and a notice under section 650D of a variation of the bid.

Yours faithfully,

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Lionel Baldwin Company Secretary

t. +612 8243 2200 Oceania Capital f. +612 8243 2222 Partners Limited info@oceaniacapital.com.au Suite 3, Level 3 www.oceaniacapital.com.au 50 Pitt Street ACN 111 554 360 Sydney NSW 2000

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This document is a third supplementary bidder’s statement dated 12 February 2014 ( Third Supplementary Bidder’s Statement ) under section 643 of the Corporations Act 2001 (Cth) and a notice under sections 650D and 650F of the Corporations Act 2001 (Cth). It is issued by Oceania Capital Partners Limited ( OCP ) in relation to its offer to acquire all of the shares in Keybridge Capital Limited ( KBC ). It supplements and is to be read together with OCP’s bidder’s statement dated and lodged with ASIC on 28 November 2013 ( Bidder’s Statement ), its first supplementary bidder’s statement dated and lodged with ASIC on 13 January 2014 ( First Supplementary Bidder’s Statement ) and its second supplementary bidder’s statement dated and lodged with ASIC on 10 February 2014 ( Second Supplementary Bidder’s Statement ). This Third Supplementary Bidder’s Statement prevails to the extent of any inconsistency with the Bidder’s Statement, the First Supplementary Bidder’s Statement or the Second Supplementary Bidder’s Statement. The glossary in Section 14 of the Bidder’s Statement applies to this Third Supplementary Bidder’s Statement unless the context requires otherwise.

12 February 2014

OCP declares bid unconditional, extends Offer Period to 21 February 2014, and announces accelerated payment terms

OCP announces that:

• it has declared the bid free from all defeating conditions so that it is now unconditional;

• it has extended the Offer Period so that it now closes at 7.00pm (Sydney time) on Friday, 21 February 2014, unless extended further; and

• it will accelerate the payment of the Offer consideration.

Further details are set out below.

Offer now unconditional – Section 650F Notice

In accordance with section 650F of the Corporations Act and Section 11.9(a) of the Bidder’s Statement, OCP declares the Offer, and each contract formed by an acceptance of the Offer, to be free from all of the conditions contained in Section 11.7 of the Bidder’s Statement.

As a consequence, the Offer is now unconditional.

For the purposes of section 650F(2)(b) of the Corporations Act, OCP’s voting power in KBC as at the date of this document is 27.37%.

t. +612 8243 2200 Oceania Capital f. +612 8243 2222 Partners Limited info@oceaniacapital.com.au Suite 3, Level 3 www.oceaniacapital.com.au 50 Pitt Street ABN 52 111 554 360 Sydney NSW 2000

Extension of Offer Period to 21 February 2014 – Section 650D Notice

OCP gives notice under section 650D(1) of the Corporations Act that it varies the Offer by:

• (a) extending the period during which the Offer will remain open pursuant to section 650C of the Corporations Act so that the Offer will now close at 7.00pm (Sydney time) on 21 February 2014, unless extended further; and

• (b) amending the Bidder’s Statement (as amended by the notice by OCP under sections 630(2) and 650D(1) of the Corporations Act dated 21 January 2014) by replacing all references to ‘14 February 2014’ to ‘21 February 2014’.

Acceleration of timing for payment of consideration

OCP will now accelerate the timing for the payment of the Offer Price to accepting KBC Shareholders, as follows:

• (a) in respect of any KBC Shareholder who validly accepts the Offer on or before 14 February 2014 (including those who have already accepted), OCP will despatch payment of the Offer Price to them by no later than 28 February 2014; and

• (b) in respect of any KBC Shareholder who validly accepts the Offer between 15 February 2014 and 21 February 2014, OCP will despatch payment of the Offer Price to them by no later than 7 March 2014.

However, Sections 11.5(b)(ii) to (iv) and 11.5(c) of the Bidder’s Statement continue to apply. (Those provisions relate to the payment of the Offer Price to KBC Shareholders who do not provide documentation required by their Offer Acceptance Form at the time they give their Offer Acceptance Form, or where payments to foreign shareholders are subject to certain legal restrictions.)

Conclusion

OCP’s unconditional Offer provides you with a certain and fair cash value for your KBC Shares as an alternative to the uncertainty of remaining a Shareholder in KBC. The payment of the Offer Price is now on an accelerated basis.

OCP encourages you to accept the unconditional Offer, which is now scheduled to close on 21 February 2014, unless extended further.

If you have not received or have misplaced your acceptance form, please contact OCP on info@oceaniacapital.com.au and OCP will arrange for a new acceptance form to be sent to you.

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Authorisation

This document has been approved by a resolution passed by the directors of OCP.

Signed in accordance with section 351 of the Corporations Act.

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Ian Tsicalas

Chairman

A copy of this Third Supplementary Bidder’s Statement (including the incorporated notices under sections 650D and 650F) has been lodged with ASIC and given to KBC and the ASX on 12 February 2014. Neither ASIC nor any of its officers takes any responsibility for the contents of this document.

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