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MACQUARIE TECHNOLOGY GROUP LIMITED M&A Activity 2018

Apr 30, 2018

65295_rns_2018-04-30_48c36377-5e7f-43e1-b803-a82f1c1fe1ac.pdf

M&A Activity

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ASX Announcement

1 May 2018

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Takeover Offer Update:

Macquarie Telecom Offer Expires

Vote in Favour of the AC3 Scheme

Bulletproof Group Limited (ASX:BPF) (“Bulletproof” or "the Company") notes Macquarie Telecom's announcement on 30 April 2018 that it will not be extending its 11 cent takeover offer dated 7 December 2017. Macquarie Telecom’s takeover offer consequently expired on 30 April 2018.

Bulletproof’s shareholders have received a materially higher offer of 15.2 cents per share from Klikon Group Holdings Pty Limited ("AC3") under the scheme implementation deed agreed with Bulletproof as announced on 15 February 2018 (“the Scheme”). On 10 April 2018, Bulletproof released to the ASX and subsequently sent to Bulletproof’s shareholders the Scheme Booklet which includes important information in relation to the Scheme.

As previously announced, your Board unanimously recommends that you vote in favour of the Scheme (in the absence of a superior proposal) for the reasons set out in the Scheme Booklet.

How to vote on the AC3 offer

Bulletproof shareholders have the opportunity to vote on the Scheme at a Scheme Meeting which will be held at 11am on 18 May 2018 at Level 17, 60 Margaret Street, Sydney NSW 2000. Bulletproof shareholders who are registered on the Bulletproof Register at 7pm on 16 May 2018 may attend the Scheme Meeting and vote in person (or by duly appointed corporate representative for bodies corporate), or if unable to attend the Scheme Meeting, may appoint a proxy or attorney to vote on their behalf. Scheme Meeting proxy forms may be lodged in a number of ways, including online. Full details are set out in the Scheme Booklet.

Subject to the conditions of the Scheme being satisfied, the Scheme is expected to be implemented on 6 June 2018.

Indicative Key Dates and Times

Event Indicative date
Deadline for receipt of the Scheme Meeting Proxy Form by the 11:00am (Sydney time) on 16 May
Bulletproof Registry 2018
Voting Record Date 7:00pm (Sydney time) on 16 May 2018
For determination of eligibilityto vote at the Scheme Meeting
Scheme Meeting 11:00am (Sydney time) on 18 May
2018
If the Scheme is approved by Bulletproof Shareholders:
Second Court Hearing 25 May 2018
Court hearingfor approval of the Scheme
Effective Date 25 May 2018
Last date Bulletproof Shares will trade on ASX
Record Date 7:00pm (Sydney time) on 1 June 2018
Determination of entitlement of Scheme Shareholders to receive
the Scheme Consideration
Implementation Date 6 June 2018
Transfer of all Scheme Shares to AC3 and the payment of the
Scheme Consideration to Scheme Shareholders

ABN. 84 148 162 092 | p. 1300 663 903 | f. +61 2 9662 4744 [email protected] | www.bulletproof.net.au

Bulletproof Group Limited Level 17, 60 Margaret Street, Sydney NSW 2000

1 May 2018

ASX Announcement

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The above dates are indicative only and remain subject to satisfaction of applicable conditions, including approval from the Court. Any changes will be announced to the ASX.

Bulletproof shareholders who have questions regarding the Scheme should call the Bulletproof Shareholder Information Line on 1300 131 678 (callers within Australia) or +61 1300 131 678 (callers outside Australia) on business days between 8.30am and 5.30pm (Sydney time).

For further details please contact:

Craig Farrow Chairman Tel: +61 418 847 036 http://www.bulletproof.net.au

Paula Kensington Chief Financial Officer and Company Secretary Tel: +61 404 678 483

ABN. 84 148 162 092 | p. 1300 663 903 | f. +61 2 9662 4744 [email protected] | www.bulletproof.net.au

Bulletproof Group Limited Level 17, 60 Margaret Street, Sydney NSW 2000