SERVICE STREAM LIMITED — Capital/Financing Update 2004

Nov 23, 2004

MANAGER

prospectus
for total communications infrastructure limited acn 072 369 870

EIN ROTHSCHILD FINANCIAL ADVISOR

This Prospectus is dated 12 November 2004 and was lodged with ASIC on 12 November 2004. ASIC and ASX take no responsibility for the contents of this Prospectus. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

The distribution of this Prospectus injurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions. may constitute a violation of applicable securities laws.

Before deciding to invest in Total Communications Infrastructure Limited ("ICI" or the "Company"), potential investors. should read the entire Prospectos and inparticular consider the assumptions underlying the financial forecasts and the risk factors that could affect the financial performance of TCL The price of shares may rise or fall according to a number of factors. You should carefully consider these factors and the accompanying risks associated with them in light of yourpersonal circumstances (including linancial and taxation issues) and seek professional advice from your accountain, stockbroker, lawyer or other professional adviser beforedeciding whether to invest.

The Australian taxation consequences of any investment in shares will depend on the investor's particular circumstances. Potential investors should make their own enquiries. regarding the taxation consequences of aninvestment in the Company. If you are indoubt as to the course you should follow or the fax implications of the investment, you should contact your stockbroker, lawyer. accountant or other professional adviser.

No securities will be issued or allotted on the basis of this Prospectus after its expiry date, being the date 13 months after the date of this Prospectus. A number of general and technical terms and abbreviations used in this Prospectus have defined meanings which appear in the Glossary of Terms at the end of this Prospectus. All financial amounts shown in this Prospectus are expressed in Australian dollars unless otherwise stated.

Contents

ley Dates & Offer Statistics	2
Ihairman's letter	3
nformation Summary	4
nvestment Overview	5
Details of the Offer & How to Apply	13
ndustry Overview	17
susiness Profile	25
ioard & Management	35
inancial Information	39
lisk Factors	75
ndependent Accountants' Report	79
leview of Forecasts	85
dditional Information	91
Glossary of Terms	107
pplication Section)	113
Company Directory	115

WOO CODSISIONIY COIVE Intelligent Solutions.

Key Dates & Offer Statistics

KEY DATES

Ofter opens Offer closes Experted date of dispatch of holding statements Expected date of quotation of Shares on the ASX Monday, 22 November 2004 Monday, 29 November 2004 Triday, 3 December 2004 Thursday, 9 December 2004

OFFER STATISTICS

Ofter Price	\$1.00
Number of Shares on Issue following the Offer	109,609,808
Number of Shares being offered by this Prospectus	69,285,500
Market Capitalisation at the Offer Price	8199.5 million
Net cash	\$5.5 million (note 3)
Enterprise value	\$104.1 million (note 3)
Forecast EBIT for 2005	816 1 million (note 1)
Forecast EV/EBIT multiple	6.5 nmes
Forecast Profit after Tax for 2005	\$11.3 million (ootes 1 and 2)
Forecast Earnings per Share for 2003	10.3 cents (notes 1 and 2)
Forecast Price Farnings multiple for 2005	$9.1$ unes
Forecast Net Operating Cashflow per Share for 2005	10.1 cents (notes 1 and 2)
Forecast Dividend per Share for the 2005 year	4.4 cents (second half)
Forecast Dividend per Share Yield for 2005 year at the Offer Price	t No

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Chairman's Letter

Dear Investor

On behalf of my fellow Directors, I have great pleasure in presenting investors with this opportunity to participate in the ownership and future growth of Total Communications Infrastructure Limited ("TCI").

TCI was created as a specialist communications deployment company, focussed on intelligent design and cost effective construction. In the following nine years we have broadened the scope of services and TCI has become a respected and reliable deployment partner in the Australian wireless telecommunications industry.

TCI remains a values based organisation, with strong client relationships and dependable partners in the supply chain. We have always maintained a high performance culture, and maintain a strong, reliable management team.

Under this Prospectus, we are offering 60.3 million shares in TCI at a price of \$1.00 per share. Of these shares offered, 41.7 million shares will be sold by the existing shareholders and 18.6 million shares will be issued by TCI. Upon listing on ASX, TCI will have a market capitalisation of \$109.6 million at the Offer Price.

Details of the Offer and the operations, financial performance and the outlook of the Company are set out in this Prospectus. I encourage you to read it carefully. On behalf of the Board of TCI, I look forward to welcoming you as a shareholder in the Company.

Yours sincerely

kun hiindele deur ^mendellisse termission
V Jim Cooney Chairman

Description of the Offer

This Prospectus offers a total of 60.3 million Shares at price of \$1.00 per Share, payable in full on application. The Shares being offered under this Prospectus comprise an issue of 18.6 million New Shares by TCI, raising \$18.6 million, and a sale of 41.7 million shares by Jim Cooney and Samantha Grant ("the Founders"), raising \$41.7 million. The New Shares to be issued by TCI under the Offer will rank equally in all respects with each other and the existing issued Shares of TCI after completion of the Offer. See Section 10.1 for further details of the rights attaching to the Shares.

After the close of the Offer, the issued capital of TCI will be 109.6 million fully paid Shares, of which interests associated with the Directors will hold 49.3 million Shares, or 45% of the total issued capital.

The Company will apply to ASX for admission to the Official List and to have all of its issued Shares listed for quotation on ASX.

The Directors believe that, on completion of the Offer, TCI will have sufficient working capital to carry out its business and to fund ongoing operations as stated in this Prospectus.

Purposes of the Offer

The purposes of the Offer are:

• to enable the Founders to realise part of their investment - the Founders will pay the costs associated with the Offer
• retirement by TCI of related party debt
• payment by TCI of a dividend (out of retained earnings) to the Founders.

Offer is Underwritten

The Offer is fully underwritten by Blackwood Capital.

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telecommunications infrastructure services. The telecommunications industry is constantly evolving with the introduction of new technologies, systems and equipment. TCI works closely with clients and vendors to ensure the equipment is effectively integrated in the total solution.

This section is a summary only and should be read in conjunction with the more detailed sections of this Prospectus. See in particular, the Sensitivity Analysis in Section 6.14 and the Risk Factors in Section 7.

Overview of Total Communications Infrastructure Limited $1.1$

Created specifically to integrate the communications industry with the construction industry, TCI is a service provider to wireless communications carriers. TCI covers the disciplines of property acquisition, planning approvals, design, construction, installation & commissioning and ongoing maintenance, for wireless communications facilities ranging from wireless telephone Base Stations to satellite earth stations. Its core business is the provision of Turnkey base station infrastructure solutions to wireless communications carriers.

Key features of TCI's business operations and culture include:

• TCI is one of Australia's leading project managers and systems integrators in wireless communications infrastructure
• TCI has developed long-standing relationships with leading customers in the wireless communications industry, providing them with

efficient and cost effective solutions to their infrastructure needs

• $\blacksquare$ TCI is a specialist Turnkey service provider of wireless telecommunications infrastructure deployment services
• $\blacksquare$ It offers specialised expertise and quality of service. The Directors believe this has been a major factor in having principal contracts with Optus Mobile Pty Limited ("Optus") and Vodafone Network Pty Limited ("Vodafone") renewed and expanded over the past 8 years
• TCI continues to focus on timely delivery of a superior quality product that represents value to its customers
• TCI employs high quality professional staff and enhances their capabilities with specific training and professional development schemes. TCI enjoys low staff turnover.

$1.2^{\circ}$ Investment Highlights and Growth Factors

Proven Business Operations and Experienced Management

• TCI was founded in 1996 by the Founders. They will continue to hold 45% of TCI and have agreed to a voluntary escrow period until 1 October 2005.
• Management, led by Chief Executive Officer, Rod Stanton, and Chief Financial Officer, Mark Stackpool, are highly experienced in the industry. each with more than 20 years business experience in Australia and overseas
• In recent years, TCI has won national tenders against Leighton Contractors, Downer Connect, Gridcomm, Network Design & Construction ("NDC") and others.
• TCI is one of the few Australian providers of full Turnkey services in this field. Its services extend from initial site identification. through design, planning approvals, to equipment installation and commissioning of wireless communications infrastructure
• TCI has developed a state-of-the-art database system to manage project deployment and profitability reporting
• TCI has, through its performance, maintained and increased its business and profitability. See the Financial Information set out in Section 6

Strong, Long Term Relationships for Project Roll Outs

$\blacksquare$ Existing services are provided to 2G carriers. This field is still generating

significant activity after ten years of network rollout as carriers are forced to in-fill for cellular usage increases and cater for regional service growth

• five years

$\blacksquare$ TCI continues to win new contracts to underpin its growth forecasts beyond 2005 including a five year contract to November 2008 for Vodafone's 2G and 3G rollout

Industry growth rates are strong. The Directors believe that all carriers are planning substantial roll-outs of Base Stations over the next three to

■ Current contracts and relationships: Optus: National Design, Construct, Install & Commission (DCIC) Contract and amendments for 2G site acquisition services Nokia: National Network Re-arrangement Contract Vodafone: National Network Access Contract for Turnkey management of 2G and 3G network deployment Personal Broadband Australia Pty Limited ("PBA" or "Personal

Broadband Australia"): National Network Access Contract. Site acquisition, design, construction, installation and commissioning of iBurst broadband network

The Hutchison Group ("Hutchison"): National Design & Construct contract

Ericsson: National Preferred Design & Construct Supplier Agreement

Figure 1 & 2 Revenue and Profit. Source: Audited Company Accounts (1997-2004), Management Forecast (2005)

Comments

• 2002-2004 historicals are adjusted per Section 6.2 of the Prospectos. Reported tax expense in each of these years has also been adjusted assuming that a 30% tax rate applies to the Income adjustments adopted in Section 6.2 of the Prospectus
• 1. 1997-2001 historicals reported above are based on special purpose audited financial statements and have not been subject to review by the Independent Accountant. They have not been adjusted for the equivalent adjustments in Section 6.2 and are not fully comparable to the 2002-2004 figures.

Strong Revenue and Profit Growth

• Strong growth in base station construction
• Revenue and profit growth including annual compound pre-tax profit growth since 1997 to forecast 2005 of 40.0%

Growing free cash flows

• Efficient and cost effective operations delivering high margins, leading to strong and growing free cash flows (projected at \$10.5 million for FY2005)

• Very low recurrent capital expenditure requirements (projected at \$0.65 million for FY2005)

• High return on invested capital

• Annualised fully franked dividend yield of 7.5% forecast for FY2005
• Management focussing on maximising both the return on shareholders' equity and managing the business to generate strong free cash flows

Strong Customer Relationships

• Time-critical network rollouts entrusted to TCI by Australia's major wireless carriers with TCI consistently delivering on-time and within budget
• Long term customer relationships with several of Australia's wireless carriers and global equipment vendors

$1.3$ Financial and Offer Highlights

The below table summarises the financial performance of TCI for each of the seven years ending 30 June 2004, together with forecast performance for the year ending 30 June 2005.

• Margins: Consistently strong EBIT margins with largely variable costs (mostly sub-contractors) - margin in 2004 impacted by hiring 60 extra staff (60% increase) to begin planning Vodafone 3G activities with revenues due in FY2005
• $\blacksquare$ Depreciation/capex: consistent with low capex profile of business

2005 EBIT fo
based on bot

The assumptions underlying the forecast are set out in Section 6.5 and reviewed by Horwath Investment Services Pty Limited in Section 9. The table set out below is intended to be read in conjunction with those Sections and the risk factors set out in Section 7.

			0.3000000000000000000000000000000000000
ASTRON	READ	200	7000	2001
Sales revenue	8.994	27.562	- 39.863 -	38,712
HHHDA	1,578	3.324	4.418	3.061
Depreciation & amorusation	(67)	(183)	(338)	(388)
FRIT	1.511	3.141	4.080	2673
FBIT margin	16.8%	11.4%	$10.2\%$	6.9%
Pre tax profit	1.574	- 3.141	1999	2.868
l'ax expense	(578)		$(1,141)$ $(1,481)$	(1.006)
Net profit after tax	996-	2.000	$= 2.730$	1.863

Figure 3. Source: Audited Company Accounts (1998-2004), Management Forecast (2005)

Comments

• 1. 2002-2004 historicals are adjusted per Section 6.2 of the Prospectus. Reported tax expense in each of these years has also been adjusted assuming that a 30% tax rate applies to the Income adjastments adopted in Section 6.2 of the Prospectus
• 1. 1998-2001 historicals reported above are based on special purpose audited financial statements and have not been subject to review by the Independent Accountant. They have not been adjusted for the equivalent adjustments in Section 6.2 and are not fully comparable to the 2002-2004 figures.

recast of \$16.1 million ttom up build up of:

• site activity/contract deliverables (based on client feedback)

$-$ based on contracted, historical and estimated rates and costs

	Karabatan Sa		JAN TAKOG
231)	(36)	2002	2005
148	56.542	66214	89. No. 1
.187	9,896	9,142	16/319
1/41	(240)	(748)	US V
763	9656	8.894	162058
$\mathcal{N}$	17.1%	13.4%	179%
-951	10,170	9.530	6 Io
791	(3.117)	(2.813)	14883)
.160	7.053	6.657	12299

Use of funds $1.4$

The Offer represents a realisation by the Founders of 55% of their investment in the Company. This will be achieved in two ways:

• $\bullet$ the sale by the Founders of 41.7 million Shares for \$41.7 million. The proceeds of the sale will be paid to the Founders. The Founders will pay the costs associated with this Prospectus and the Offer
• $\blacksquare$ an issue by the Company of 18.6 million Shares, raising \$18.6 million. These entire funds will be paid out and applied by the Company as follows:
• payment of a dividend to the Founders of all retained earnings prior to listing on the Official list of the ASX
• retirement of bank and related party debt

Ownership Structure 1.5

The table below sets out the ownership of Shares in the Company immediately following listing:

Figure 4.

$1.6$ Financial Gearing

Following listing, TCI will have zero debt, with pro-forma cash on hand as at 30 June 2004 of \$5.5 million.

The Directors expect to fund current plans for future growth through internally generated cash flow.

Dividend Policy $1.7 -$

The Directors expect to declare a dividend of 4.4 cents per share for the year ending 30 June 2005 payable in September 2005. The expected dividend represents an annualised yield of 7.5% p.a. based on the Offer Price.

The Directors currently expect that ongoing, fully franked, dividend payments beyond 2005 will be based on an approximate payout ratio of 70% of after tax profits. Dividends are expected to be paid in March and September of each year following 2005.

The Directors do not expect to pay a dividend between the listing date and 30 June 2005 as the retained earnings will be nil upon listing.

The Directors, however, cannot give any assurance as to the extent, timing, or payment of any future dividends as future dividend payments are dependent upon a number of factors. These include the level of future earnings, the financial position of the Company and the market conditions in which it operates.

Risk Factors $1.8$

The forecasts set out in Section 6 are based on various assumptions made by the Directors. Actual performance may be affected by a number of factors and may consequently differ materially from the forecasts set out in this Prospectus.

Some of the risks are general in nature and others are specific to TCI. Section 7 outlines the principal risk factors known to the Directors.

If Offer not fully taken up 1.9

The Offer is fully underwritten. If for whatever reason the Offer is not fully taken up and Blackwood Capital does not take up the unallocated Shares, the Offer will not proceed and all funds will be returned to Applicants. No interest will be payable on the returned Application Monies.

Adventurous Solutions

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Details of the offer & how to apply

When Globalstar sought to establish its satellite communications network in Australia. ICI was selected to support them based on its ability to deliver. With time a critical factor in the launch of the service. ICI established the first earth satellite station within the short programme by taking responsibility for end to end services.

Details of the offer & how to apply

An Application for Shares in the Offer can be made only by completing an original Application Form as attached to this Prospectus. Detailed instructions on the correct method of completing an Application Form are included at the end of this Prospectus.

The Application Form must be accompanied by a cheque, in Australian Dollars, for the Application Monies. The minimum Application under this Offer is for 2,000 Shares (being Application Monies of \$2,000) and thereafter in multiples of 1,000 Shares. All cheques must be made payable to "TCI Float Account" and crossed "Not Negotiable".

The completed Application Form should be received by Blackwood: Blackwood Capital Pty Limited

Level 16 60 Castlereagh Street

Sydney NSW 2000

no later than 5.00pm Sydney time on the Closing Date. The Closing Date is expected to be Monday 29 November 2004. Payments by cheque will be deemed to be made when the cheque is honoured by the bank on which it is drawn. Applicants are advised to lodge their Applications as early as possible after the Offer opens.

TCI and the Founders reserve the right, in consultation with Blackwood Capital, to close the Offer at any time after expiry of the Prospectus Exposure Period without prior notice. Blackwood Capital reserves the right to extend the Offer period in consultation with the Company and the Founders.

ACCEPTANCE OF APPLICATIONS

The Company and the Founders may accept or reject any Application, or accept an Application in respect of a number of Shares less than the number for which the Applicant applies. Acceptance of an Application by the Company or the Founders, as the case may be, creates a legally binding contract between the Applicant and the Company or the Founders, as the case may be, for the number of Shares for which the Application is accepted. Acceptance takes place only on allotment, issue or transfer of Shares. All contracts formed on acceptance of Applications, will be conditional on quotation of the Shares on ASX.

Where an Application is rejected, the Application monies will be returned in full. If the number of Shares allotted or transferred to the Applicant is fewer than the number for which the Applicant applied, the surplus Application monies will be returned. Interest will not be paid on the returned Application Monies.

The Company and the Founders will issue or transfer the Shares that are the subject of successful Applications to the successful Applicants as soon as possible after the Closing Date.

Pending the issue and transfer of the Shares offered by this Prospectus, the Company will deposit Application Monies in a separate trust bank account and keep them there for so long as those Applications, or any part of them,

are liable to be repaid in accordance with the Corporations Act and this Prospectus.

ASX LISTING

The Company will make an application to ASX within 7 days after the date of this Prospectus for the Company to be admitted to the Official List of the ASX and for the official quotation of all Shares.

The fact that ASX may admit TCI to the Official List is not to be taken as an indication of the merits of the Company or the Shares. ASX, its officers and employees take no responsibility for the contents of this Prospectus.

If permission for official quotation of the Shares is not granted or deemed granted within 3 months, none of the Shares offered by this Prospectus will be issued or transferred unless an exemption is granted by ASIC permitting such issue. If no issue or transfer is made, all Application Monies will be returned within the time prescribed by the Corporations Act. Interest will not be paid on any Application Monies refunded.

CLEARING HOUSE ELECTRONIC SUBREGISTER SYSTEM (CHESS)

The Company will apply to ASX to participate in the Securities Clearing House Electronic Sub-register System, known as CHESS, pursuant to the ASX Listing Rules. The Company will not issue share certificates to successful Applicants whose address is in Australia. Following allotment and transfer, the

Company will provide each shareholder whose address is in Australia with a holding statement (similar to a bank account statement) which sets out the number of Shares received by the shareholder under this Prospectus. If applicable, the holding statement will also advise shareholders of their Holder Identification Number and Sponsoring Issuer Number. Shareholders will receive an explanation of sale and purchase procedures under the CHESS system with the holding statement. If a shareholding changes during a month, the shareholder will receive a statement at the end of that month. Shareholders may also request statements at any other time (although the Company may charge an administration fee).

It is the responsibility of Applicants to determine their allocation prior to trading of the Shares. Applicants who sell Shares before they receive notice of their allocation, do so at their own risk.

OVERSEAS INVESTORS

It is the responsibility of investors to obtain all necessary approvals in the jurisdiction in which they reside for the acquisition of Shares under this Prospectus. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make an offer. This Prospectus has only been filed with ASIC, and has not been filed with any other securities regulatory authority outside Australia. The Shares will only be listed for trading on the ASX in Australia.

Innovative Solutions

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Industry Overview & TCI's Business Philosophy

ICI provides discrete and concealed site solutions achieving a balance of technical performance and community expectations. Providing street level coverage in a busy CBD is always a challenge. ICI worked closely with its client and a city council to integrate microcell technology into a new Infolutio design. ICTs unique design for the equipment and antennas provide a discrete and effective coverage solution.

Industry Overview $3.1$

TCI operates in the wireless telecommunications infrastructure services industry. It provides Turnkey, end-to-end project management and contracting solutions to many of Australia's wireless network carriers.

TCI's key operating activities include identifying, acquiring, designing, building and maintaining sites that will house base stations, as well as the management and maintenance associated with these sites.

$3.2^{\circ}$ Telecoms infrastructure services

As network carriers focus more on their core business, the deployment of their associated infrastructure is typically outsourced to contracting organisations or equipment vendors. As a consequence, there are a number of companies in Australia offering a range of wireless infrastructure services, including several of Australia's leading construction companies, global telecommunications equipment vendors and domestic niche carriers.

To effectively deliver Turnkey infrastructure solutions, these organisations typically rely on sub consultants, joint ventures or partnerships to meet the resource and skill base requirements. By contrast TCI's scale of business is sufficient to retain all the component professional services in-house – ensuring a fully focussed and co-ordinated deployment structure offering potential cost and time efficiencies.

TCI's competitors in Australia include:

• E Leighton Contractors

• $\blacksquare$ Gridcomm

• Network Design & Construction (NDC)

• Downer Connect

Over 1996-2004, TCI has successfully competed in this industry, growing revenues strongly in every year of the period except during the industry downturn of 2001-2002.

In 2002, TCI was impacted with the rest of the industry by a reduction in wireless sector capital expenditure overall, and still managed to achieve increased profitability in that year significantly due to effective cost management.

TCI's success is largely attributable to its strong specialist competencies - telecommunications infrastructure deployment is TCI's core business. By contrast, Turnkey telecommunications infrastructure solutions usually represent only a small proportion of competitors' revenues. Accordingly, TCI has developed and retains specialist competencies as described in further detail in Section 4 - Business Profile.

$3.3$ Overview of Australian wireless telecoms industry

TCI's business operations are directly affected by the state of the Australian wireless (and broader telecoms) industry - for example:

• wireless network carriers' desire to invest in capital expenditure to improve network quality of service
• cyclical issues affecting telecoms capital expenditure spending more generally
• broader technological developments, including 3rd Generation ("3G") and more advanced wireless broadband data network rollouts

The telecommunications industry is a significant component of the Australian economy, generating revenues of approximately \$29,784 million in 2003 and representing approximately 4% of GDP.

Within the telecoms sector, the wireless industry is a crucial and fast growing segment, generating revenues of \$8,791 million for the year ended 30 June 2003, representing growth of 8.4% over the previous year.

The Australian wireless industry currently has four main wireless network carriers - Telstra, Optus, Vodafone and Hutchison.

During 1998 - 2003, the wireless industry's revenues grew from approximately \$4,187 million to approximately \$8,791 million, representing a CAGR of 16.0%. This is significantly above the broader telecoms sector growth rate of approximately 8.6% over this period, and the growth of the general economy in Australia.

(as shown in Figure 5 below).

The growth of the Australian wireless industry is also demonstrated by the strong increase in Australia's wireless penetration rate during 1998 - 2003

Figure 5. Wireless Masket Reverure and Penetration Source: Rothschild estimate

Despite this growth, Australia's penetration rate is still behind that of many other countries, some of which have rates greater than 100% (as shown in Figure 4 below).

MONDAY Pavarnico I	201174	PODE
Taiwan	104.5%	$110.0\%$
Tialy	$90.0\%$	92.6%
Sweden	89.0%	92.0%
United Kingdom	80.0%	85.0%
фаран	55.7%	82.0%
Singapore	69.4%	79.4%
Netherlands	76.0%	79.0%
Germany	69.0%	74.9%
Mastralia	642%	72 A S
France	64.0%	66.5%

Figure 6. Source: Allen Consulting Group, Netsize

Key wireless industry growth factors 3.4

Key factors that have driven, and should continue to drive strong growth in the Australian wireless industry and the continued expansion of the number of installed Base Stations include:

• Continuing increases in wireless penetration - as described above, many developed countries have higher penetration rates than Australia. The Directors expect Australia's penetration rate to continue to grow.
• Fixed line to wireless substitution. Australians are increasingly opting to use their wireless phone rather than their fixed line phone for their communications. Segments of the population are even electing to only have a wireless phone, at the expense

of the traditional fixed-line service. Factors driving this shift include the intrinsic convenience of mobility (i.e. being contactable on one phone number, regardless of location), and the increasingly lower call charges offered by Australia's wireless carriers.

■ Cheaper call costs. In an attempt to win and maintain market share. network carriers and wireless phone resellers are offering lower calling rates, as well as 'capped' pricing plans. The introduction of Hutchison's 3G product "3" has been a catalyst for increased price competition, and this competition can be expected to intensify as other carriers roll out their 3G offerings.

Cheaper call costs have generally driven increased penetration as well as greater minutes of use by wireless subscribers, which, in turn, requires greater investment in Base Station infrastructure.

• Increasing use of data services by subscribers. Revenue from data services has increased for Australia's wireless carriers, primarily from very strong growth in the use of SMS messaging, and is expected to continue to grow as services such as Multimedia Messaging Service (MMS) become more popular.
• New products and technologies. The emergence of new technologies could have a strong positive impact on the revenue generated by the wireless industry. In particular, the introduction

New wireless products that have been recently introduced into the market such as the Blackberry, Personal Broadband Australia's iBurst product and Unwired are also expected to increase the number of wireless users.

$3.5$ Corresponding growth in wireless networks

The growth and success of the wireless industry in Australia over the last decade has concurrently driven heavy investment in wireless networks as wireless carriers rolled out and improved the quality of their wireless networks over time. It has been estimated that, since 1997, network carriers have invested approximately \$8 billion in their GSM networks.

Estimated total growth in Base Stations during 1999-2003 is shown in Figure 7.

Today, Telstra, Optus and Vodafone each operate a 2nd Generation (2G) GSM network across Australia, while Telstra

and Hutchison also operate 2G CDMA networks. Figure 9 on the following page shows the estimated growth in 2G Base Station numbers for each carrier during 1999-2003.

Hutchison Australia has deployed a 3G W-CDMA network across Sydney, Melbourne, Brisbane, Adelaide and Perth.

TCI expects the remaining three wireless voice carriers to launch their own 3G offerings in 2005/6. Given that Hutchison and Telstra have already deployed approximately 2,000 Base Stations by June 2004, Vodafone and Optus face a "rollout gap" of almost

of GSM technology in the mid 1990s resulted in dramatic growth in revenue and subscribers for carriers.

Telecom carriers in Australia have only recently begun introducing 3G networks and products, with much greater functionality for users, including handsets with integrated still and video cameras. These developments could drive an increase in both voice and data services by wireless subscribers.

Figure 7, Australian Base Stations Growth, Source: BIS Shrapnel, company reports

Figure 8. Source: Company reports, company announcements

Figure 9. Source: BIS Shrapnel, company report

Figure 10. Wireless Minures of Use Growth. Source: IBISWorld, company reports

2,000 Base Stations to match Telstra and Hutchison's existing 3G coverage capabilities. This is expected to underpin demand for 3G deployment services over the next few years.

Network carriers are forecast to heavily invest in infrastructure over 2004-2007 as they seek to roll out 3G offerings, and as they continue to invest in their existing 2G networks to gain a competitive edge over their rivals.

Key factors driving carriers to continue their strong investments in wireless infrastructure include the following:

• 3G rollouts: It is expected that Hutchison and Telstra will share Hutchison's 3G network, and will invest approximately \$315 million in expanding the network, including into outer metropolitan and regional areas. It is also expected that Optus and Vodafone will also share their 3G infrastructure. These carriers are expected to launch a 3G network in mid 2005 to remain competitive in the 3G market.
• n Increased minutes of usage: Minutes of use for Australia's wireless carriers are driven by both increased subscribers (i.e. penetration) and increased minutes of usage per subscriber.

Broadly, minutes of use per subscriber would be expected to be stimulated by any lowering of wireless charges, and by increased subscriber education and familiarity.

Even where a market is effectively covered geographically by a carrier, increased subscribers and increased minutes-of-use per subscriber can cause dropped calls, poor quality, unavailability of the network and call incompletion. To avoid this reduction in quality, cell-splitting techniques are used to enhance the re-use of spectrum and allow for additional voice conversations with the existing spectrum allocation. These cell-splitting techniques usually involve commissioning additional cells in the carrier's network, and therefore require carriers to have access to more sites and deploy more Base Stations to maintain quality coverage.

Australia's wireless carriers have reported strong minutes of use growth historically (as shown in Figure 10 beside), and are expected to continue to report strong minutes of use growth.

Carrier desire to improve the quality of their network as part of competitive positioning: Even disregarding minutes of use/capacity considerations, carriers often invest in improving the quality of their networks as a competitive tool to increase the coverage and quality of their service and gain a marketing advantage over other carriers.

Other technologies such as wireless broadband: Other than the major wireless carriers, new carriers such as Personal Broadband Australia and Unwired are increasingly investing in Base Stations to support wireless broadband networks. Personal Broadband Australia, for example, has invested in 62 Base Stations across the Eastern seaboard, followed by an expected further 500 across Australia in 2005-2008, while the Directors believe Unwired has invested in 69 Base Stations across Sydney. Broadly, these rollouts require site services similar to those required by Australia's 2G and 3G wireless carriers.

Any increase in wireless carrier capital expenditure due to the above factors would drive increased demand for TCI and its competitors' services, as new sites

would need to be acquired and Base Stations would require deployment.

The rollout of a new shared 3G network by Optus and Vodafone, and expansion of the Hutchison and Telstra 3G network, is expected to result in significant sharing of sites and co-location, as each of these carriers already has an established cellular network. Co-location reduces the quantity of work required of infrastructure services providers such as TCI.

However, new sites are still expected to be required for the 3G rollouts as 3G technology requires higher Base Station density than 2G to effect coverage of any geographical area and support of 3G applications. The proposed shared network by Vodafone and Optus is an indication that the carriers will embrace 3G.

Integrated Solutions

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Business Profile

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ICI carries out cross discipline training resulting in a team of people, expert in their own field, but with an understanding of all elements of the services. TCI's teams work in a culture of continual improvement, sharing successes and lessons with each other to provide even better services and solutions in the future.

$4.1$ Overview of Business

Jim Cooney and Samantha Grant established TCI in 1996 to provide Turnkey project management services to the telecommunications infrastructure industry. This was in response to their observation that the industry was poorly served due to the absence of contractors who genuinely understood and believed in the future of the wireless communications industry.

After starting as the third contractor on the rollout of Vodafone's 2G network in 1996, TCI has steadily built its business and capabilities to the extent that it is now a significant player in the market of wireless Turnkey project management solutions. This is reflected in TCI's client base, which includes, to varying extents, all the established network carriers such

as Vodafone, Optus, Hutchison and Telstra, newer entrants such as Personal Broadband Australia and equipment vendors including Nokia and Ericsson.

In November 2003, TCI signed a five year contract with Vodafone for the provision of Turnkey services for its 2G network and in June 2004 TCI assumed responsibility for the rollout of Vodafone's 3G network.

TCI has been continuously profitable since 1997. The Company recorded an adjusted net profit after tax of \$6.7 million for the year ended 30 June 2004 (2003 - \$7.1 million) on revenue of \$66.2 million $(2003 - $56.5$ million), and is well positioned to benefit from the growth opportunities provided by the rollout of 3G and wireless broadband data networks.

$4.2$ TCI's Capabilities

TCI's Turnkey project management solutions offer its customers a wide range of services. These services are provided by a combination of TCI's experienced project managers, property consultants, environmental planners, design engineers and a team of specialist subcontractors. The quality of the work performed by TCI is evident in the high volume of repeat work and the long-term relationships it has developed.

Project Management $4.2.1 -$

Successful deployment of communications network infrastructure relies on effective project management that unites different skills and areas of knowledge, many of which are constantly changing. TCI's management seek the early identification of critical path activities

to streamline and improve the implementation of all projects. project management disciplines.

Project teams at TCI are supported by processes and procedures developed in accordance with TCI's Quality Management System. TCI has developed an effective project management database, a key management tool.

TCI has now completed thousands of individual projects, from the smallest repeater site to satellite earth stations.

TCI has grown since 1996 into a leading provider of infrastructure services to Australia's mobile operators.

Importantly, TCI assumes risk on the majority of its projects by undertaking deployment activities on a fixed fee basis. This provides both certainty to customers on cost and an incentive for TCI to manage the risk and maintain and enhance margin through established TCI's solid project management capability is based on management's philosophy:

• $\blacksquare$ Understanding the client's objectives and an open line of communication with the client
• $\blacksquare$ Working co-operatively with customers, knowing that their success is TCI's success
• $\blacksquare$ Delivering tailored quality solutions within budgetary and timing constraints
• TCI is not a 'one size fits all' organisation - enabling an individual deployment solution to be developed for each project
• Qualified, experienced Project Engineers & Managers delivering a seamless integration of disciplines
• An efficient leadership structure that is not burdened by unnecessary layers of management or bureaucracy

4.2.2 Coverage and Transmission Engineering

TCI's coverage and transmission resources undertake coverage planning against a range of customer targeted radio, revenue and quality of service parameters.

The range of experience and projects undertaken include:

• Transmission path analysis for linking each Base Station to the network

• Significant in-building coverage system builds

• Production of ARPANSA compliance reports and drawings

• Raising site nominals and developing suitable search areas
• Assessment against compliance with regulatory requirements including ACIF
• Planning transceiver requirements for macro sites and upgrades
• Selection of generic accommodation and Base Station hardware
• $\blacksquare$ Line of sight surveys

4.2.3 Research & Development

TCI has pioneered significant research into the radio propagation properties of a range of materials by carrying out tests and formal studies into their properties and behaviour. This knowledge is crucial to determining suitable materials to use as antenna screens in concealed installations. This allows greater flexibility of solutions in a continually evolving industry.

RF transparent materials have proven extremely successful in securing planning consents or obtaining landlords' approval. A fully screened site constitutes a facility that can be altered or modified and have antennas and equipment added or replaced without alteration of the external appearance.

Antennas can be concealed in several different ways. All screens must provide suitable radio transparency, whilst offering sound structural and durability qualities. The materials used are rated

according to acceptable operational radio reflection and absorption limits.

TCI provides advice on developing specifications for the deployment of concealed Base Station equipment ensuring optimum network performance.

4.2.4 Site Acquisition

Deployment

TCI has a comprehensive understanding of the lease and property expectations of its customer network carriers. TCI's active involvement with the continued development of processes in a changing property environment assists it in successful site acquisition whether for city centre roof top locations or greenfield sites for 2G, 3G and wireless broadband systems. TCI's experience covers new and the upgrade of Macro sites, Micro sites, in-building systems and multi-carrier sites.

From initial site searches and pre-application planning reports through to landlord negotiations and legal completion, TCI's team strives to execute effective site acquisition to ensure the seamless handover of operational sites.

With increasing public interest in the deployment of telecommunications infrastructure, site acquisition is becoming increasingly difficult and requires effective environmental, community management and site solutions. TCI's specialist skills in site acquisition and obtaining planning approvals are an important part of the skill base which it provides to its customers.

Lifecycle Management

TCI provides property portfolio management services, maximising the potential of the portfolio for the deployment of telecommunications infrastructure to create additional revenues and value.

TCI's services are utilised by telecommunications carriers, landowners, and asset managers to ensure the most effective return from their property portfolio. TCI maintains an extensive database of current site locations and assists in locating new sites to meet customer requirements.

$4.2.5$

TCI Environmental Planners work closely with Local Planning Authorities and other project stakeholders, providing advice and guidance to identify the most acceptable location for providing telecommunications infrastructure solutions.

TCI's in depth understanding of Environmental Planning and community sentiment regarding telecommunications facilities mitigates potential negative reactions from local communities. Well aware of concerns with new infrastructure, TCI minimises the impact through thorough risk management procedures to ensure developments will be more readily accepted and reduces significantly the time taken to obtain planning approval.

Environmental Planning

4.2.6 Site Design

The in-house design resource of TCI consists of a team of appropriately qualified Civil, Structural and Electrical Engineers and Draftspersons, all able to provide skills for the appraisal design and documentation of proposed telecommunication sites. TCI's design team addresses every site to ensure that the most appropriate solution is developed taking into consideration the broad range of parameters that affect site design.

Investment in the development of internal processes, analysis tools and databases ensures TCI produces high quality site designs. TCI works proactively to ensure that designs are 'continually improved' (with feedback from TCI's customers), and that

construction and installation teams provide cost efficient and effective design solutions.

4.2.7 Transmission Link & Power Management

TCI has long appreciated that mains power management and transmission link delivery are critical to effective site handover. TCI maintains effective and appropriate business processes as the key to achieving strong performance for power and transmission link management, working alongside and maintaining strategic relationships with key designers, energy authorities, and contractors.

Power Management

TCI is committed to adding value and reliability to the rollout process and takes a pro-active role in the delivery of power to all sites. Reducing the time to deliver mains power and avoiding the temporary use of generators is a key objective. TCI's design and construction service ensures the timely delivery of power solutions.

Transmission Link Management

TCI provides an in-house Transmission Link management service that enables close liaison with Transmission Link vendors (mainly telecommunications carriers), customer based project managers and commissioning teams. TCI has the ability and experience to manage the delivery of Transmission Links to individual sites or a cluster of sites forming part of a strategic network expansion programme.

4.2.8 Construction

TCI recognises that network deployment relies on the effective convergence of the telecommunications and construction industries. The result is a seamless integration of the two that has been the characteristic of TCI's services.

At the heart of TCI's construction expertise is a team of construction professionals, who are experienced in the telecommunications industry. This ensures the consistent delivery of projects against the customers' imperative of time, cost and quality.

A comprehensive database has been developed by TCI to track project progress. This can be made available to customers over the Internet to assist with effective project control and visibility. TCI is also supported by a number of specialist sub contractors who erect the civil, electrical and structural components of base station facilities. These subcontractors competitively tender on each site and have in the past met high volume workloads.

TCI's skills in construction are utilised in a range of procurement environments:

• Design & Build contractor
• $\blacksquare$ Principal contractor
• Project manager
• Specialist sub-contractor
• $\blacksquare$ Partnering

4.2.9 Rigging

TCI is experienced in rigging all types of cellular Base Stations from greenfield macro sites and site-shares through to multi-carrier rooftop installations.

The breadth of rigging skills available:

• Steelwork installation
• ancillary equipment

• Installation of specialist GRP solutions

• systems

• of redundant sites
• demanding environments
• $\blacksquare$ Installation and testing of microwave links
• Rigging of temporary sites

$\blacksquare$ Tower erection/extension/alteration

$\blacksquare$ Full and upgrade rigging of 2G, 3G and wireless broadband sites

Installations of cabinets and

Internal DAS scheme installations

Installation of street level microcells

Full installation and testing of feeder

Decommissioning and dismantling

Works in specialist utility and

4.2.10 finstallation and Commissioning

TCI's installation and commissioning capabilities complete the balance of TCI's services providing customers an end-to-end high quality solution.

The diverse range of TCI's installation and commissioning services include:

• 2G and 3G BTS integration and configuration
• Installation of multiplex equipment, network racks and distribution frames
• $4.3$ TCI's Competitive Strengths
• Attention to Client Needs

In delivering projects, from a minor site reconfiguration through to a national rollout program, TCI places the highest level of importance in meeting the customer's objectives.

n Industry Focus

TCI has focussed its business on the wireless infrastructure deployment

• Close liaison with power management, providing AC/DC termination and distribution
• Transmission end-to-end testing
• $\blacksquare$ Installing, replacing and testing RF cables utilising cable entry/exit systems
• Network upgrades, de-installation and redeployment of equipment
• Trouble shooting on problem sites and faults
• industry. This, in turn, enables TCI staff to focus on the industry, develop and enhance intellectual property and knowledge bases and become experts in their particular discipline. Many of TCI's staff are recognised in the industry as leaders in their field and are regularly called on to provide advice to industry groups, customers and equipment vendors.

Management

Rod Stanton (CEO) & Mark Stackpool (CFO) have been employed by TCI for over 6 years. They oversee a very stable management team and have a thorough understanding of the operational and financial areas of the industry and business. TCI retains a broad level of management capability, loyalty and experience across all disciplines and regions of its business. Particular expertise includes Project Management, Information Technology, Environmental Planning, Site Design, Property, Safety, Quality Assurance, Accounting and Construction Management.

Retention of Key Staff The retention and stability of key senior staff has been fundamental to the growth and success of TCI. TCI's customers appreciate a regular point of contact to establish accountability and trust and develop relationships. Many of TCI's senior staff have been servicing the same client for over 6 years and have developed an extensive knowledge of the client's network, technology, rollout objectives, strategies and other needs.

In-house resources For its first 3 years, TCI typically outsourced activities such as site design, environmental planning and property services. Whilst enjoying reasonable success in utilising this procurement strategy, it recognised that incentive for knowledge retention by the 'collective' of consultants was limited and considerable management time was expensed by TCI in overseeing these resources to achieve a co-ordinated and intelligent solution. Subject to retaining sufficient workload, it was also determined that significant cost savings could be made by bringing these resources in house. TCI now has approximately 160 staff servicing its contracts.

Information System and Information Technology

Proprietary Project Management

A purpose built project management system has been a key tool for TCI

in delivering fast-track, high volume rollouts to its customers. The functionality of this system is the result of 6 years of development work by the in-house development team and their close liaison with the project teams, senior management and the accounts team. The platform is a SQL database which offers the following benefits:

• Internet based
• Can be tailored for any project management activity

Secure access to multiple parties

• Flexible reporting function $\cdots$

• Effective navigation system

• Compatible with other systems

• Fully integrated project costing and financial management

In addition to operating systems, TCI maintains a company intranet for information sharing and an MPLS private network which provides secure and reliable connectivity between all offices in Australia.

SiteScope

SiteScope is the name of the TCI purpose built project management tool.

Health and Safety -4.4

TCI's goal is to eliminate all accidents and incidents in the workplace by promoting safety awareness, following safety procedures and providing an avenue for communication on safety issues between all members of staff, customers and contractors.

TCI has a comprehensive management system that identifies and controls the key health and safety hazards that are encountered during its normal business activities.

A Director has designated responsibility for health and safety, supported by a

full-time, professionally qualified Safety Coordinator. All staff are provided with regular instruction and training related to the tasks that they undertake.

Specialist health & safety consultation services can be provided to customers and TCI have particular expertise in the fields of non-ionizing radiation, appraising and developing safe systems for work at heights, abseiling, construction site auditing and auditing of completed sites.

TCI takes great pride in its safety record and takes care in pre-qualifying and continually managing its subcontractor resources.

Partnered Solutions

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Board & Management

It I adopts a flexible business approach to encourage collaboration with its clients and other project staff.

$5.1$ Board of Directors

Jim Cooney. Non Executive Chairman (43)

Jim is a Chartered Engineer and an accomplished businessman who has 20 years experience in Engineering and Telecommunications. Over the last nine years, Jim has successfully built three telecoms infrastructure businesses in Australia and the UK. His leadership has taken TCI from start-up to a market leader (increasing revenues to approximately \$90 million today, with strong operating margins).

Jim has recently become the CEO and Chairman of Personal Broadband Australia, and has been responsible for its commercial launch and development since early 2004. Jim was a Director of PBA from November 2002.

Jim holds a Bachelor of Engineering (University of Sydney), Master of Science (University of London) and the Diploma of the Imperial College (London). Jim has been admitted as a Chartered Engineer to the Institution of Structural Engineers (UK), the Institution of Engineers Australia, and the Institution of Civil Engineers (UK).

Rod Stanton, Chief Executive Officer (41)

Rod is a Civil Engineer who has 19 years experience in Project Management with the last 6 years devoted specifically to the telecommunications industry. Rod is currently CEO of TCI with overall responsibility for day-to-day management and running of TCI.

Rod has considerable project management experience and detailed telecoms industry knowledge. Rod commenced with TCI as the NSW Manager in TCI's critical start up phase on the initial Optus project. Rod rapidly gained an in-depth knowledge of all aspects of telecommunications network rollouts and his success in leading the team and driving the rollout process resulted in him being appointed as the National Manager for the Optus Project. Rod's success in driving TCI's growth subsequently led him to be appointed as CEO.

Prior to TCI, Rod spent 12 years with Civil & Civic, commencing as a Site Engineer and progressing through to Project Manager. During this time, he acquired extensive business and project management experience, managing numerous large scale civil engineering projects.

Rod holds a Bachelor's Degree in Civil Engineering from the University of Sydney.

Mark Stackpool, Chief Financial Officer (43)

Mark is a Chartered Accountant with 21 years experience in corporate administration, financial management accounting, audit and taxation. Mark is currently CFO of TCI, responsible for the finances of the group, the accounting and payroll functions, HR, IT, insurances, facilities and fleet management.

Mark's experience and expertise ensures that TCI operates the best available accounting and business administration systems and processes in line with TCI's philosophy of providing best practice service to customers. By tailoring TCI's information systems specifically for telecoms network rollout project management, Mark ensures that TCI works are carried out under the strictest budgetary controls.

Mark has had extensive experience in the Chartered Accounting profession both locally and overseas. More recently, Mark spent 3 years as a senior internal auditor with TNT Australia and 5 years in a commercial role with TNT's international aircraft leasing group prior to joining TCI in January 1998.

Mark holds a Commerce degree from the University of New South Wales and was admitted as a member of the Australian Institute of Chartered Accountants in 1985.

Trevor Duff, Director (54)

Australia and New Zealand.

In the past he has held Senior Executive positions at OTC (now Telstra), in sales and international markets. Trevor was Managing Director of Sprint International, Australia & New Zealand, for 5 years from 1991, and Managing Director of Global One, for 4 years from 1996. He joined MCI WorldCom in November 2000.

Trevor has had extensive international business experience in the Asia Pacific region and worked for some years in the USA in the 1980s. He has also operated a private consultancy practice in Business Development, and has represented the interests of SBC Corporation in Australia and New Zealand.

Trevor holds a Bachelor's Degree in Commerce (Merit), from the University of New South Wales.

Trevor Duff has more than 25 years experience in the telecommunications services industry, in Australia and internationally. He is currently CEO and Managing Director of MCI WorldCom Australia Pty Ltd and OzEmail Pty Ltd, as well as other MCI subsidiaries in

$5.2$ Senior Management

Jason holds an Honours Degree in Civil Engineering and also has a degree in Law. He has 9 years experience in project management. Jason has been working exclusively on the Optus contract for over six years and previously held the roles of State Manager (NSW) and Team Leader.

Jason enjoys a close working relationship with his client and has worked to develop consistent procedures across all of TCI's Optus operations.

Jason commenced with TCI in 1998 as a Project Engineer on the Optus rollout and 18 months later was promoted to the position of State Project Manager. Jason was responsible for all Acquisition, Design and Construction activities and earned a respected reputation from Optus for his ability to lead his team and commit to and achieve performance objectives. In August 2001 Jason was promoted to the position of Optus National Project Manager and retains that role in supporting all regional teams to achieve national delivery targets.

Prior to his employment with TCI, Jason completed several industrial and commercial projects for Civil & Civic in the capacity of Site Engineer.

Craig Evans, National Project Manager (32)

Craig holds a degree in Civil Engineering and has 9 years of contracting and project management experience.

Craig commenced with TCI in Brisbane in 1998 as a project engineer on the Optus rollout before relocating to TCI's head office and assuming the role of Team Leader. In August 2001 Craig was promoted to the position of State Manager and successfully led his team in achieving annual targets set by his client.

In November 2003 Craig was appointed National Project Manager on the newly secured Vodafone outsourcing agreement. This initially required resourcing and detailed management of a transition plan as Vodafone outsourced both their 2G services and staff to TCI and concurrently he has established new teams in Sydney and Melbourne to deliver the 3G program.

Craig has a detailed knowledge of carrier rollouts, risks and strategies and has sound financial and program management skills.

Prior to joining TCI, Craig completed several infrastructure projects with Pioneer Road Services.

Challenging Solutions

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Financial Information

When posed with the problem of building a site and installing technology on top of a rock outcrop with no existing road access and no feasible solution for permanent access, ICI successfully deployed an industrial helicopter to transport equipment, staff and materials.

6.1 Introduction

This section contains a summary of the historical and forecast financial information ("Financial Information"). The Financial Information consists of:

• the statements of financial performance for the three years ended 30 June 2004 ("Historicals"). The Historicals have been derived from the audited financial statements of TCI and have been reviewed and reported on by VJ Ryan & Co as Independent Accountant in Section 8.
• $\blacksquare$ the forecast statements of financial performance and summary statement of cash flows for the year ending 30 June 2005 ("Forecast" or "Forecasts"). The Forecasts reflect the full year impact of the new corporate and capital structures that will be in place upon listing, as if they were in place as at 30 June 2004. The Forecasts are reported on by Horwath Investment Services Pty Limited as the Independent Accountants' Review of Directors' Financial Forecasts in Section 9.
• the pro-forma statement of financial position as at 30 June 2004, which is derived from the audited statement of financial position as at 30 June 2004 adjusted as set out in Section 6.7 and reviewed and reported on by VJ Ryan & Co as the Independent Accountants, in Section 8.

The Historicals have been presented on an EBIT line only. This is because the TCI business will operate under a different administrative, gearing and tax profile when it lists. Accordingly, reported administrative costs, borrowing expenses, income tax & net financing cash flows are not considered to be meaningful or appropriate. Consequently, the following changes will occur upon listing:

• a new and different corporate structure will prevail upon listing. Specifically, as TCI has been a private company up to the date of listing, it did not incur a number of costs such as listing fees and Directors costs. These costs have not been included in the historical normalised EBIT, as it would be difficult to quantify what such costs may have been during the period. However, the corporate administrative and listing costs have been reflected in the Forecasts.
• in addition a new capital structure will result. Again, due to the difficulty in estimating the financial net borrowing, interest income/expense has not been reflected in the normalised EBIT. However, the Forecasts take into account the new capital structure.

The Forecasts are based on a number of estimates, assumptions and pro-forma adjustments concerning future events, including the general and specific best estimate assumptions set out in Section 6.5. The Directors believe they have prepared the Forecasts with due care and attention and consider all the best estimate assumptions when taken as a whole to be reasonable at the time of preparing this prospectus.

However, the actual financial results are likely to vary from the Forecasts and any variation may be materially positive or negative. The Forecasts and the best estimate assumptions on which they are based are by their nature subject to significant uncertainties and contingencies, and to a number of business, economic and competitive risks, many of which are outside the control of the Company and the Directors and are not reliably predictable (refer to risk factors in Section 7).

Accordingly, neither the Company nor its Directors can give any assurance that the forecast performance in the Forecasts or any prospective statement contained in this prospectus will be achieved. Events and outcomes might differ in quantum and timing from the assumptions, with a material consequential impact on the Forecasts.

The Forecasts should be read together with the best estimate assumptions underlying their preparation set out in Section 6.5, the sensitivity analysis set out in Section 6.14, the Independent Review of Forecasts set out in Section 9, the risk factors set out in Section 7 and other information contained in this prospectus.

6.2 Summary of statements of financial performance

Set out in the table below is a summary of the TCI Historicals and Forecasts for the periods specified:

			Mistoricals		Ferecasts
For the year ended		2802	2003	2004	2005
	Noto	\$600	\$1000	\$1000	\$1000
Sales revenue			32,158 56,542	66,214	89,867
Cost of sales				$(23,343)$ $(43,712)$ $(53,148)$	(69,042)
Gross margin		8,815	12,830	13,066	20,825
Other revenue		237	72	181	1,212
Total income		9,052	12,902	13,247	22,037
Administrative salaries
and employee benefits		(1, 484)	(1,548)	(2,232)	(3,654)
Other operating expenses		(1,381)	(1, 458)	(1,873)	(2,064)
EBITDA		6,187	9,896	9,142	16,319
Depreciation and amortisation		(424)	(240)	(248)	(261)
EBIT		5,763	9,656	8,894	16,058
Net interest income					104
Net profit before tax					16,162
Income tax expense					(4,863)
Net Profit after tax					11,299

The statement of financial performance should be read in conjunction with the accompanying notes contained in Section 6.9 to 6.12.

Table notes

• 1. Related party transactions are included in the derivation of EBF. All related party transactions were on normal commercial terms. Refer to Section 6.12.16 for detail of these transactions.
• 1. Administrative salaries and employee benefits include salaries, annual leave, long service leave, superannuation, fringe benefits, fringe benefits tax, bomises, staff recruitment & relocation, staff training, motor vehicle expenses, workers compensation insurance, payroll tax, temporary staff and living away from home allowance. Direct salaries are included in the cost of sales.
• 1. The Forecasts are a pro-forma estimate. They assume that TCI was listed for the full year, with its proposed capital structure. However, the actual result will vary, due mainly to corporate overheads not being incurred for the year, the differing capital structure and any interest income and expense that may be derived from the investment in Personal Broadband Anstralia.

Preparation of Historicals

In preparing the Historicals, adjustments were made to the audited financial statements of TCI that the Company considered appropriate to reflect its current operations, eliminate certain non-recurring items and to reflect appropriate accounting standards. These adjustments, together with the reconciliation of the Historicals to the audited financial statements of TCI, are set out below.

	Note	\$'000	Actual 2002 — Actual 2003 - \$19688	Actual 2004 \$1000
Adjusted EBIT		5,763	9.656	8.894
Adjustments: Income recognition under
construction contracts AASB1009 ====================================== Loss on disposal of fixed assets	≘	(328)	(186)
Reported EBIT		5.433	-9.466	9.292

Notes to adjustments

1. The adjustment recognises the expected net revenues on construction work in progress as at 30 June in accordance with Paragraph 8.1 of

AASB1009 - Construction Contracts. Please refer to Section 6.11 for details of the change in accounting policy

1. Loss on sale of fixed assets represents a non-operating expense.

Key factors affecting TCI's operational and financial performance 6.3

While the Company's financial conditions and results of operations are affected by a number of factors, TCI believes the following are of particular importance:

• continued investment in telecommunications infrastructure by major network carriers
• continued outsourcing of telecommunications infrastructure deployment by network carriers
• retention of key senior and project staff
• continued low incidence of occupational health and safety issues
• retention of technical knowledge and project management ability
• continued strong relationship with existing customers
• maintaining key subcontractor relationships
• sound accounting and information systems

6.4 Management discussion and analysis of Historicals

This section is to be read in conjunction with the description of the basis of preparation of the Historicals detailed in Section 6.8.

Year ended 30 June 2003 compared with year ended 30 June 2002

Sales

TCI's sales revenue increased by 76% to \$56.5 million in the year ended 30 June 2003, compared with \$32.2 million in the year ended 30 June 2002.

This substantial increase in sales was largely attributed to:

• TCI securing Optus network rollout work in Western Australia, South Australia and Northern Territory for the first time
• a significant amount of Hutchison construction work being performed as Hutchison was implementing phase 1 of its 3G network rollout

Gross margin

Gross margins deteriorated slightly from 27% in the year ended 30 June 2002, to 23% in the year ended 30 June 2003, reflecting an increase in design costs, which could not be passed onto TCI's customers.

Overheads

Despite TCI's sales revenue increasing by 76% in the year ended 30 June 2003, the Company's overheads only increased by 5% from \$2.9 million to \$3.0 million, as compared with the year ended 30 June 2003. This increase in overheads

compared with sales reflects the relatively fixed nature of TCI's overheads. In addition, motor vehicle costs were reduced by switching to external motor vehicle fleet management and changing to operating leases from financing leases.

EBIT margin

TCI's EBIT margin remained steady in the year ended 30 June 2003 at 17%, compared with 18% in the year ended 30 June 2002. Despite the Company's diversification in operations in financial year ended 30 June 2003 compared with financial year ended 30 June 2002, TCI's consistent EBIT margin reflects the Company's large component of variable costs, mostly site materials and sub-contractors.

Year ended 30 June 2004 compared with year ended 30 June 2003

Sales

Sale revenue increased by 17% to \$66.2 million in the year ended 30 June 2004, compared with \$56.5 million in year ended 30 June 2003. The main factors attributable to the increase in sales were due to:

• obtaining Personal Broadband Australia professional services and construction work
• significant Vodafone 3G site feasibility work
• a new "Delta" contract for Vodafone 2G incorporating "Life Cycle" site property management services

During the year ended 30 June 2004, TCI encountered a significant reduction in Hutchison work as their Phase 1 deployment came to a close.

Gross margin

Gross margin fell to 20% in the year ended 30 June 2004, compared with 23% in the year ended 30 June 2003. This deterioration was mainly the result of a significant increase in design staff in preparation for the rollout of 3G, to occur beginning of financial year 2005.

Overheads

TCI's overheads in the year ended 30 June 2004 increased by 37% to \$4.1 million, compared with \$3.0 million

Preparation of Forecasts 6.5

The Directors believe that they have prepared the Forecasts with due care and attention and consider all best estimate assumptions when taken as a whole to be reasonable at the time of preparing this prospectus.

The Forecasts have been prepared on the basis of a number of estimates and assumptions as set out below. Such assumptions are subject to business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Company and the Directors. This information is intended to assist investors in assessing the reasonableness and likelihood of the assumptions occurring and is not intended to be a representation that the assumptions will occur.

Investors should be aware that the timing of actual events and the magnitude of their impact might differ from that assumed in preparing the Forecasts and that this may have a materially positive or negative effect on TCI's financial performance and/or financial position. Therefore, the forecasts should not be regarded as a representation or warranty with respect to its accuracy or the accuracy of the best estimate assumptions or that the Company will achieve, or is likely to achieve, any particular results. Investors are advised to review the best assumptions set out below in conjunction with the description of the basis of the preparation of the Forecasts in Section 6.5, the Independent Review of Forecasts set out in Section 9, the sensitivity analysis set

the previous year. TCI recruited 60 additional staff in the year ended 30 June 2004, and as a consequence, incurred substantial recruitment costs. The significant increase in staff recruitment was attributable to TCI's preparation for Vodafone's 3G contract and PBA's rollout, where revenues will not flow until the year ending 30 June 2005.

The EBIT margin for the year ended 30 June 2004 was 13%, compared with 17% in the year ended 30 June 2003. The main reason for this decline was TCI's large investment in staff, aimed at preparing the Company for Vodafone 3G and PBA projects.

EBIT margin

out in Section 6.14, the risk factors set out in Section 7 and other information contained in this prospectus.

Pro-forma Forecasts for the year ending 30 June 2005 reflect the full year impact of the new corporate and capital structures that will be in place upon listing, as if they were in place as at 30 June 2004. Details on the new corporate and capital structures are set out in Section 6.8.

GENERAL ASSUMPTIONS

The following assumptions have been reflected in TCI's Forecasts:

• no material change in the legislative regimes and regulatory environments (including in relation to tax) in the jurisdictions in which TCI or its key customers or suppliers operate which will materially impact on the Forecasts
• no material amendment to any material agreement or arrangement relating to TCI. The parties to those agreements and arrangements are assumed to continue to comply with the terms of all material agreements & arrangements
• no material changes to TCI's accounting policies or to the Australian Accounting Standards, Statements of Accounting Concepts or other mandatory professional reporting requirements including Urgent Issues Group Consensus Views or the Corporations Act, which will have material impact on the Forecasts. The potential impact of the application of International Financing Reporting

Standards for periods beyond the Forecasts period is described in Section 6.10

• all of TCI's clients will have sufficient funding to meet their commitments to TCI over the Forecast period
• no material industrial strikes or other disturbances, environmental costs or legal claims
• retention of key personnel
• no material adverse change in the competitive environment in the industries in which TCI operates
• $\blacksquare$ no material business acquisitions or disposals
• no change in TCI's capital structure other than as set out in, or contemplated by, this prospectus
• annual costs associated with being a publicly listed company (i.e. corporate overheads) have been included in the Forecasts
• no severe adverse weather conditions
• no significant change in the economic conditions prevailing in Australia other than as reflected in the following specific macroeconomic assumptions:
• continued robust Gross Domestic Product growth
• low and stable unemployment
• stable official interest rates and Consumer Price Index increases

SPECIFIC ASSUMPTIONS

Sales Revenue

The Company operates as a specialist telecommunications infrastructure professional services provider, project manager and property manager.

The Company has the following major customers:

• $\blacksquare$ Optus
• Vodafone
• Personal Broadband Australia
• Hutchison
• Ericsson
• $\blacksquare$ Nokia

The Directors have assumed that TCI will continue to enjoy a leading position in its market and the maintenance of its client relationships.

Optus

The Forecasts assume that TCI continues to receive work from Optus on comparable terms to the terms of the Optus Agreement beyond 31 December 2004.

No Optus 3G construction management work is assumed in the Forecasts.

Pricing of professional services work is assumed to be at the Optus contracted rates and pricing of construction management work is based on costs and prices of construction sites built in the past taking into account the site complexity.

Vodafone

professional and construction management work under the Vodafone Agreement.

In addition the Directors have assumed the finalisation of an addendum to the Vodafone agreement, which will require TCI to perform 3G communications infrastructure professional and construction management work. This work forms a substantial part of the Forecast revenue.

The Forecasts assume continued 2G communications infrastructure

Pricing of all work is assumed to be the same as that contained in the "Price book" section of the Vodafone Agreement.

Personal Broadband Australia

Personal Broadband Australia has contracted to TCI all of its wireless broadband network deployment.

The Directors have assumed a number of professional services works and a number of sites to be constructed based on a confirmation from Personal Broadband Australia on its intended communications infrastructure rollout during the 2005 financial year.

Pricing of professional services has been based on contracted rates. Pricing of construction management works assumed in the Forecasts is based on an average of prices quoted for construction management works performed in the past and an estimate of quotes for certain types of sites which have not been built before based on site complexity.

Hutchison/Telstra

The Directors have assumed that no significant revenues will be generated from Hutchison and Telstra.

Other revenue

Other revenue consists of specific nonrecurring costs incurred by TCI which Vodafone has agreed to reimburse.

GROSS MARGINS

The Directors have assumed an improvement in gross margins, as staff costs hired in anticipation of Vodafone 3G work are fully utilised and efficiency gains are made by having existing design and project management staff perform an increased volume of work.

OPERATING EXPENSES

The Directors have assumed an increase in operating expenses consistent with the increase in revenues.

CORPORATE OVERHEADS

The Forecasts assume a full year effect of listing and associated costs, such as annual report, Directors' fees and audit fees.

EBIT MARGINS

The Forecasts result in an EBIT margin of 18% which is consistent with that earned in the 2002 and 2003 financial year. EBIT margins were lower in the 2004 financial year due to a large amount of staff being hired in preparation for the increased volume of Vodafone 3G work to occur in 2005. The Directors have assumed a return to EBIT margins of 2002 and 2003 levels due to the increased utilisation of staff, broadly similar gross margins & other factors as described above.

INCOME TAX EXPENSE

The Directors have assumed an effective statutory tax rate of 30% on the forecasts. They have not assumed any permanent or timing differences.

The Directors have assumed income tax to be payable in quarterly installments.

DIVIDENDS

The Forecasts assume that all profits up to 30 November 2004 will be paid to the existing shareholders.

OTHER

The Directors have excluded the effect of disbursements on the Forecasts. Disbursements in any financial year can be large and result in an increase in revenues and cost of goods sold. TCI earns a nominal margin on disbursements to reflect an administrative charge on incurring the disbursement expense and recovering the expense from customers. To the extent that disbursements occur in the Forecasts period, the Forecasts results will be positively affected by TCI's nominal margin on disbursements.

CASHFLOW

the month that they occur.

days after month end.

days after invoice.

All overheads are assumed to be paid in

Debtors are assumed to be received 60

Creditors are assumed to be paid 60

All forecast figures are exclusive of GST.

6.6 Summary of statement of cash flows

Set out in the table below is a summary of TCI's adjusted historical and forecast statement of cash flows for the years ended 30 June 2002 to 30 June 2004 and the forecast for the year ending 30 June 2005:

	Historicats		Farecssis
For the year onded	2602 \$300	2003 \$1000	2004 S'OOO	2085 \$'888
Adjusted EBIT	5,763	9,656	8,894	16,058
Unrealised foreign exchange gain	(11)	6
Depreciation	232	161	225	238
Amortisation	192	79	23	23
Proceeds from Plant & Equipment	225	234	8
Capital Expenditure	(202)	(318)	(657)	(650)
Movement in other operating net assets	(2,771)	416		$(2,675)$ $(1,192)$
Operating cash flow	3,428	10,234	5,818	14,477
Net interest income				53
Income taxes paid				(4,037)
Net operating cash flow				10,493

The following points are noted in relation to the above statement of cashflows:

• e despite the growth of the business, TCI has been able to maintain its sound cashflow position through sound working capital management and in particular, having a focus on collection of trade debtors
• $\blacksquare$ the growth in capital expenditure reflects the growth in the TCI business and in particular, the expansion of its operations outside of New South Wales
• the Forecasts cashflow does not reflect all financing charges that may be incurred by TCI, in particular,

Pro-forma statement of financial position 6.7

Overleaf is the pro-forma statement of financial position as at 30 June 2004. The major changes to the audited statement of financial position as at 30 June 2004 are to reflect the proposed new corporate and capital structures of the Company upon listing as at 30 June 2004. Further details of pro-forma

adjustments and the key accounting policies have been set out in the notes below. Set out on the following page is the audited statement of financial position and pro-forma statement of financial position:

the financing of the investment in Personal Broadband Australia. Accordingly, the above forecast cashflow should be regarded as a pro-forma statement. Upon completion of the Offer, the investment in Personal Broadband Australia will be de-merged to Jim Cooney and Samantha Grant (refer Section 6.8), and TCI's relationship with Personal Broadband Australia will only be in the nature of service provider from immediately prior to transfer and issue of the Offer Shares.

Pro-forma Statement of Financial Position as at 30 June 2004

	Note	2004 Audited \$1000	Pro-forma Adjustments \$1000	2008 Pro-forma \$1000
CURRENT ASSETS
Cash	6.12.1	4,015	1,489	5,504
Receivables	6.12.2	9,666	(351)	9,315
Inventories	6.12.3	853	104	957
Other	6.12.4	355		355
TOTAL CURRENT ASSETS		14,889	1,242	16,131
NON-CURRENT ASSETS
Property, Plant and Equipment	6.12.5	990		990
Receivables	6.12.2	4,811	(4, 811)
Investment	6.12.6
Deferred Tax Assets	6.12.7	290	(31)	259
TOTAL NON-CURRENT ASSETS		6,091	(4,842)	1,249
TOTAL ASSETS		20,980	(3,600)	17,380
CURRENT LIABILITIES
Payables	6.12.8	7,099		7,099
Borrowings	6.12.9	66		66
Tax Liabilities	6.12.10	710		710
Provisions	6.12.11	275		275
TOTAL CURRENT LIABILITIES		8,150		8,150
NON-CURRENT LIABILITIES
Borrowings	6.12.9	25		25
Provisions	6.12.11	150		150
TOTAL NON-CURRENT LIABILITIES		175		175
TOTAL LIABILITIES		8,325		8,325
NET ASSETS		12,655	(3,600)	9,055
EQUITY
Contributed Equity	6.12.12		9,055	9,055
Retained Profits	6,12.13	12,655	(12, 655)
TOTAL EQUITY		12,655	(3,600)	9,055

The pro-forma statement of financial position should be read in conjunction with the accompanying notes contained in Section 6.8 to 6.12.

Basis of preparation of the pro-forma statement of financial position $6.8$

The key assumptions and adjustments underlying the pro-forma statement of financial position are as follows:

• TCI's issued capital will increase from 2 ordinary shares to 109.6 million ordinary shares. This will be done by a share split and issue.
• As at 30 June 2004, TCI is owed approximately \$5.2 million by a company incorporated in the United Kingdom ("TCI UK"). Jim Cooney and Samantha Grant beneficially own TCI UK. Payment of this loan will be satisfied by crediting a dividend payable to the above shareholders.
• Subsequent to 30 June 2004 and up to the date of listing, TCI has made advances to its shareholders - Jim Cooney and Samantha Grant of approximately \$2.5 million. Financing of these advances has been made by a loan facility from the ANZ Bank Limited. Repayment of the loans is to be made also by crediting a dividend payable to the above shareholders.
• The full amount of retained earnings at 30 June 2004 and all subsequent profits prior to listing will be paid out by way of dividend on listing to the Founders. The payment of these dividends will be satisfied by a cash payment, net of the above adjustments.

$\blacksquare$ During the period 1 July 2004 up to the date of the listing, TCI will take up an investment in a related party, Personal Broadband Australia. The investment will be in the form of convertible notes. It is expected that TCI will acquire \$9.5 million of convertible notes in Personal Broadband Australia. It is also expected that the convertible notes will be assigned to the existing shareholders of the Company by way of a de-merger. The investment in Personal Broadband Australia is financed by a loan from the ANZ Bank Limited.

Refer also to the Independent Accountant's Report on historical financial information in Section 8.

As part of the listing, TCI will issue 18.6 million shares, at \$1.00 each. The proceeds from the capital raising will be used to repay the loans from the ANZ Bank Limited, the balance of other related party debts and to pay to the Founders a dividend of any retained earnings up to 30 November 2004.

6.9 Basis of Preparation of Historicals

The financial information has been prepared in accordance with the requirements of the Corporations Act including the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements (Urgent Issues Group Consensus Views) in Australia and authoritative pronouncements of the Australian Accounting Standards Board.

The financial information has been prepared in accordance with the historical cost convention except where stated otherwise and does not take into account the changing value of money or current valuations of non current assets.

The accounting policies have been consistently applied, unless otherwise stated.

Reporting changes/International Financial Reporting Standards 6.10

As noted above, the financial information has been prepared in accordance with generally accepted accounting principles in Australia ("Australian GAAP"). For financial reporting periods beginning on or after 1 January 2005, TCI must comply with International Financial Reporting Standards ("IFRS") as issued by the Australian Accounting Standards Board.

The differences between Australian GAAP and IFRS identified by the Directors to date as potentially having a significant effect on the financial position and financial performance of TCI are summarised below. The summary should not be taken as an exhaustive list of all the differences between Australian GAAP and IFRS. No attempt has been made to identify all disclosure, presentation or classification differences that would affect the manner in which transactions or events are presented.

The Directors have not quantified the effects of the differences discussed below. Accordingly, there can be no assurances that the financial performance and the financial position of TCI as disclosed in this prospectus would not be significantly different if determined in accordance with IFRS.

Further, regulatory bodies that promulgate Australian GAAP and IFRS have significant ongoing projects that could affect the differences between Australian GAAP and IFRS described below and the impact of these differences relative to TCI's financial statements in the future. In particular it is noted that the regulatory bodies have released no standard or exposure draft specifically covering the telecommunications industry. Investors should consult their own professional advisors for an understanding of the differences between Australian GAAP and IFRS.

The potential impacts on the financial performance and financial position of the adoption of IFRS, including implementation costs, which may be incurred, have not been quantified. The actual impacts will depend on the particular circumstances prevailing at the time of adoption.

The Directors however currently understand the key potential implications of the conversion to IFRS on TCI include:

• u transitional issues under IFRS 1. the general rule is that entities applying IFRS for the first time must apply the requirements of IFRS retrospectively, effectively as if they had always applied.
• $\blacksquare$ impairment testing under IFRS all assets will be subject to impairment testing. The Company will be required to test the values attributed to any assets where impairment is indicated, on at least an annual basis. Such testing will require the Company to identify the smallest group of assets generating independent cash inflows, called cash generating units ("CGUs"), and determine the recoverable amount for each CGU. Recoverable amounts are determined using either the higher of "value-in-use" calculated using reliable estimates of future discounted cash flows, or "fair values". Where the carrying amount of a CGU exceeds the recoverable amount, an impairment loss exists which will be recognised in the statement of financial performance.
• apply hedge accounting.
• and/ or virtually certain.
• value of the equity-based respective instruments.

The above list is not exhaustive.

financial instruments and derivatives - under IFRS, financial instruments, including derivatives, will generally be recognised in the statement of financial position at fair value. There are also more stringent requirements to be met in order to apply hedge accounting under International Accounting Standards 39 ("IAS 39"). The Directors expect that under IFRS, TCI will meet the necessary tests in relation to its hedge instruments in order to

$\blacksquare$ taxation – under IFRS, tax assets and liabilities are recognised using the statement of financial position approach rather than an income statement approach. In addition, tax assets are recognised when recovery is probable rather than assured beyond reasonable doubt

equity based compensation - IFRS will require recognition of the fair compensation in the statement of financial performance proportionally over the vesting period of the

presentation of financial statements under IFRS a "Statement of changes to equity" will be required and the "Income Statement" will replace the "Statement of Financial Performance" whilst the "Balance Sheet" will replace the "Statement of Financial Position".

6.11 Summary of significant accounting policies

REVENUE RECOGNITION

Sales revenue is recognised at the time the chargeable stage of work is completed in accordance with customer contracts. This represents a change in accounting policy, where as previously, revenues were recognised at the time of raising of an invoice, which represents completion of a contract.

Interest revenue is taken up on an accruals basis.

CASH

Cash includes cash on hand and at bank, short-term deposits at call, bank bills receivable, net of bank overdrafts.

TRADE DEBTORS

Trade and other debtors are carried at the amounts due. The collectability of debts is assessed at balance date and provision is made for identified doubtful accounts and for identified losses.

INVENTORIES

Inventories are measured at the lower of cost and net realisable value.

WORK IN PROGRESS

The construction periods for all job sites are of a short-term. TCI undertakes two types of construction activities for its customers, site upgrades and new site constructions. The basis for income recognition is as follows:

• $\blacksquare$ site upgrades $\sim$ contracts are generally less than one month; and
• $\blacksquare$ new site construction $\cdot$ the length of the job is generally between six to eight weeks

Construction work in progress comprises costs incurred on construction work, which is unbilled at balance date. Included in construction work in progress are all direct costs, including materials and contractor costs.

Included in the value of work-in-progress is a percentage value of the unbilled revenue arising from each individual job. Regard is also given to any future potential losses that may arise out of jobs.

ACQUISITION OF ASSETS

All assets acquired including property, plant and equipment, software and intangibles are initially recorded at their cost of acquisition at the date of acquisition, being the fair value of the consideration provided plus incidental costs directly attributable to the acquisition.

INCOME TAX

Tax-effect accounting procedures are adopted whereby the income tax expense is calculated on the operating profit, adjusted for permanent differences between taxable and accounting income.

Timing differences, which arise due to the different accounting periods in which items of revenue and expense

are included in the determination of operating profit and taxable income, are brought to account as either a provision for deferred income tax or a future income tax benefit.

Future income tax benefits are not brought to account unless realisation of the asset is assured beyond reasonable doubt. Future income tax benefits relating to tax losses are only brought to account when their realisation is virtually certain.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is brought to account at cost or at Director's valuation, less where applicable any accumulated depreciation.

Depreciation is calculated so as to write off the net cost of each depreciable noncurrent asset over its expected useful life. Estimates of remaining useful lives are reviewed on a regular basis for all assets, with annual reassessments for major items. The depreciation rates used for each class of asset are as follows:

552230	Doproclation Rate %
Plant and equipment	6 to 20
Motor vehicles	11 to 22.5
Office furniture
and equipment	6 to 20
Assets under lease	6 to 20

LEASES

Leases of fixed assets, where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership, are transferred to the Company are classified as finance leases. Finance leases are capitalised recording an asset and a liability equal to the present value of the minimum lease payments, including any guaranteed residual value. Finance lease assets are amortised over their estimated useful lives. Finance lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Lease payments under operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred.

PAYABLES

Trade creditors and other accounts payable are recognised when the Company becomes obliged to make future payments resulting from the purchase of goods and services.

PROVISIONS

A provision is recognised when a legal, equitable or constructive obligation exists as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation, the timing of which is uncertain.

A provision for dividend is recognised when dividends are declared on or before the reporting date.

EMPLOYEE BENEFITS

Provision is made for entitlements accruing to employees in relation to wages, salaries, sick leave, annual leave, long service leave, statutory entitlements and other benefits where the Company has a present obligation to pay resulting from employees' services provided up to reporting date.

Wages, salaries, annual leave and sick leave

Liabilities for employee benefits for wages, salaries, annual leave and sick leave expected to be settled within 12 months of year-end. The provision has been calculated at current wage and salary rates including related on-costs. Sick leave is expensed as incurred.

Long Service Leave

The liability for employee benefits for long service leave represents the present value of the estimated future cash outflows to be made resulting from employees' services provided up to reporting date. The portion of the long service leave liability not expected to be settled within 12 months is discounted using the rates applicable to national government securities at reporting date, which most closely match the terms of maturity of the related liability.

B Superannuation

Superannuation contributions by the Company on a defined basis to employee superannuation funds and

are charged as expenses when incurred. The Company has no legal obligation to provide benefits to employees on retirement.

FOREIGN CURRENCY TRANSACTIONS AND BALANCES

Foreign currency transactions during the period are converted to Australian currency at the rate of exchange applicable at the date of the transactions. Amounts receivable and payable in foreign currency at balance date are converted at the rates of exchange ruling at that date.

The gains and losses from conversion of short-term assets and liabilities, whether realised or unrealised, are included in operating profit before income tax as they arise.

GOODS AND SERVICES TAX

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of financial position.

6.12 Notes to the Pro-forma statement of financial position

6.12.1 Cash
---------------------------------------	2694
	森林独の部
	\$10610
…………………………………………………………………………………………………… Cash at bank	4,015
#######################################	4.015
"""""""""""""""""""""""""""""""""""""""

Issue of 18.555 million ordinary shares

Estimated repayment of ANZ Bank loans *

Payment of net cash dividend due to shareholders refer to 6.12.

Total Pro-forma Statement of Financial Position adjustments

* Note 1 - This is an estimate, based on anticipated proposed drawdown of funds from ANZ.

**Note 2 - This figure is an estimate. It is dependent on the profitability of TCI between the date of this prospectus and 30 November 2004.

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Parkiran Adjustments	2004 Pro-forma
\$1000	\$1000
1.489	5,504
1.489 de desdes bestes bestedentes bestes bestes bestes bestes bestes bestes bestes bestes bestes bestes betekniskes	5,504
	s aco
	18,555
	(11, 897)
$2**$	(5,169)

1,489

6.12.2 Receivables 2004 Pro-forma 2004 Audited Adjustments Pro-forma $\ensuremath{\text{Current}}\xspace$ $\$$ 000 $^\circ$ ົ\$'00ປີ $\$'000$ Trade debtors (no provision for doubtful debts required) 9,298 9,298 $\sim$ Other debtors 16 $16\,$ $\sim$ Retentions $\mathbf{1}$ $\sim$ Loan-related party - TCI UK Limited $351\,$ $(351)$ Loan shareholders $\sim$ $\sim$ 9,666 $(351)$ 9,315

Included in trade debtors is \$1.738 million

owing by a related party, Personal Broadband Australia.

--------------------------------------	83008
Current period advances to shareholders	2.397
Crediting of dividend of \$12.728 million less the repayment of the loan to TCI UK
of \$5.162 million	(7.566)
Payment of net loan account (refer Note 2 of 6.12.1)

Non-current	2004 潮水的合作 \$1008	Pro-forma Adjustments S'OGO.	7604 Pro-forma \$1006
Loan to related entity TCI UK Limited	4.811	(4.811)
--------------------------------------- $\colorbox{1011111111111111111111111111111111111$	4 811	(4.811)	***

$\ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ld$
	S TX 363
$\label{thm:main} The number of 1000001111111111111111111111111111111$
Reduction of loan by the crediting
of a net dividend to shareholders	(4.811)
www.www.www.www.www.web.com/2009/09/09/09/09/09/09/09/09/09/09/09/09/
Total Pro-forma Statement of Financial Position adjustments

6.12.3 Inventories

$\,$ 1 $\,$

$\sim$

$\sim$ .....

	2004 Audked \$'000	Pro-formal Adjustments \$1000	2004 Pro-forma \$1000
Construction work in progress	853	104	957
*********	853	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 104	. 957
---------------------------------------			\$1000
Work in progress adjustment in relation to unbilled revenues		---------------------------------------	104
Total Pro-forma Statement of Financial Position adjustments			104
6.12.4 Other assets
mamakan kala kala kala kala kala kala kala	2004 Audited \$'000	Pro-formal Adjustments \$1000	2004 Pro-forma \$1000
Prepayments	313		313
Deposits	42		42

6.12.5 Property, plant & equipment

0. IZ.O ғторетту, ріапт & едиртпент
	2004 Asdked \$1888	Pro-Jerma Adjustments \$'666	2004 Pro-forma \$1000
Furniture & Fittings - at Cost	175		175
Less: Accumulated Depreciation	(61)		(61)
	114		114
Office Furniture & Equipment - at Cost	1,146		1,146
Less: Accumulated Depreciation	(488)		(488)
	658		658
Other under lease - at Cost	114		114
Less: Accumulated Depreciation	(55)		(55)
	59		59
Motor vehicles - at Cost	355		355
Less: Accumulated Depreciation	(197)		(197)
	158	$\sim$	158
Leasehold improvements - at Cost	123		123
Less: Accumulated Depreciation	(122)		(122)
	L
Total Property, Plant & Equipment	990		990

6.12.6 Investment

	2004 Audited \$10880	Pro-forma Adjustments \$1000	2004 Pro-forma \$'000
Refer below	$\sim$
		$\cdots$
			8.DCXD
Purchase of convertible notes in Personal Broadband Australia			9,500
Disposal of investment in Personal Broadband Australia, via a de-merger		$\ddotsc$ . The contract contract contract contract contract contract contract contract contract $\ddotsc$	(9,500)
Total Pro-forma Statement of Financial Position adjustments
6.12.7 Deferred tax assets
	2004 Auxiked \$7000	Pro-forma Adjustments \$ 600	2004 Pro-loma \$'000
	290	(31)	259
Future income tax benefit - timing differences
	290	(31)	259
			\$'000
Tax effect in relation to unbilled revenue for work in progress			(31)

6.12.8 Payables
--------------------------------------	2004 取材物の修 \$1008
Trade Creditors & Accrued Expenses	6.733
GST Payable	199
Income received in advance	167

200s
Pat-faana
\$1000
6.733
199
167
7.099

6.12.9 Borrowings

vace unionsigo
	2004	Pro-formal	2004
Current	Audited \$1000	Adjustments Pro-forma S'BOS	\$10.00
Lease liability	35		35
Loan – ANZ Bank
Loan – TCI UK	31		31
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	66	to that at abalat at abalat at abalat abalat abalat abalat abalat abalat abalat abalat abalat abalat abalat abalat abalat a	66
			\$10.00
Financing of advances to shareholders			2,397
Financing of the purchase of convertible notes
in Personal Broadband Australia			9,500
Repayment			(11, 897)
Total Pro-forma Statement of Financial Position adjustments

--------------------------------------
	2004	Prosibenta	28834
	Audited	Adjustatents	Pro-forma
Non-current	\$1000	\$1398	\$1060
Lease liability	25
---------------------------------------
	25	$-$

6.12.10 Tax Liabilities

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	71 N	---	710
Provision for income tax	710	AA+	71O
	\$1000	\$1000	\$1000
	27814 Austhart	Pro-forma Adustrents	2064 Peruframen

6.12.11 Provisions

Garcent	2004 Audred 81900	Pro-Jorma Adjustments \$1000	2004 Pro-forma \$1000
Provision for annual leave	275		275
	275		275
Non-cument	2004 Audked \$1000	Pro-forma Adjustments \$1000	2004 Pro-torma \$000
Provision for long service leave	150		150
	150		150
6.12.12 Contributed equity
Cumm	2004 Audked \$000	Pro-Iorma Adjustments \$1000	2004 Pro-lonna \$1000
109.610 million ordinary shares		9,055	9,055
		9,055	9,055
			2.000
Issue of 18.555 million ordinary shares			18,555
Reduction in capital in relation to the de-merger of the investment in Personal Broadband Australia			(9,500)
Total Pro-forma Statement of Financial Position adjustments			9,055
The number of issued shares is reconciled as follows:
			\$1000
Shares on issue as at 30 June 2004
Share split (45,527,404:1)			91,055
Issue of 18.555 million ordinary shares upon the Listing			18,555
Total shares on issue on listing			109,610

6.12.13 Retained profits

	2804 為団体のは \$1000	Pro-forma Adjustments Pro-forma \$1000	-2004 \$1000
Retained profits	12,655	(12,655)	-00
	12.655	(12, 655)
			S 68R3
Payment of a fully franked dividend from profits up to 30 June 2004			(12, 728)
Unbilled income from work in progress, taken up as a result of a change in accounting policy			104
Deferred income tax applicable to the unbilled work in progress			(31)
Total Pro-forma Statement of Financial Position adjustments			(12, 655)

It is noted that the above dividend payment does not include the estimated profits derived from 1 July 2004, up to the date of listing. The effect of payment of the dividend has not been included in the pro-forma statement of financial position. This is because the dividend equates any increase in net assets of the Company.

6.12.14 Commitments

CAPITAL COMMITMENTS

There are no capital commitments for acquisition of plant & equipment contracted for at the date of this prospectus.

Other Commitments
Not later than one year
Later than one year and not later than two years
Later than two years and not later than five years
Less: Future Finance Charges
Operating Leases
Not later than one year
Later than one year and not later than two years
Later than two years and not later than five years

6.12.15 Segment reporting

The Company operates as a telecommunications infrastructure professional services provider, construction project manager and property manager solely within Australia.

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6.12.16 Related Party Transactions Related Parties:

• Personal Broadband Australia Jim Cooney is Chairman and CEO of Personal Broadband Australia and at the date of this prospectus holds a controlling interest in that company. Personal Broadband Australia has developed a wireless broadband network and TCI has provided management services and Turnkey deployment services for Personal Broadband Australia on normal commercial terms.

• TCI UK TCI UK is a telecommunications infrastructure company based in the United Kingdom and is controlled by Jim Cooney and Samantha Grant. TCI has both advanced and received funds from TCI UK on normal commercial terms. TCI UK has also reimbursed funds to TCI for wages and superannuation costs for employees seconded/relocated to TCI UK.

• Total Communications Innovations Limited ("TI") - TI is an engineering design services company based in the United Kingdom and is controlled by the Founders. TCI has both advanced and received funds from TI on normal commercial terms.

• The Founders Jim Cooney is a Director of TCI and he and Samantha Grant are the shareholders of TCI. TCI has advanced funds to the Founders and provided management services to the Founders. Also the Company previously leased premises at Atchison Street, St Leonards from them on normal commercial terms.

Aggregate amounts included in the determination of profit before tax that resulted from transactions with each class of related party are set out below:

det adet adet adet adet adet adet adet a
	26832
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REVENUES
Sales revenue:
Personal Broadband Australia Pty Limited	1.1.1.1
Interest revenue:
Total Communications Infrastructure Limited (UK)	50
J Cooney & S Grant	96
Management Fees
J Cooney & S Grant	12
Personal Broadband Australia Pty Limited
EXPENSES
Interest expense:

l'otal Communications Infrastructure Limited (UK)	$\cdots$
Rental of premises from related
narties I Cooney & S Grant	333

Aggregate amounts brought to account in relation to other transactions with each class of related party as set out below:

As at 30 June 2004 (\$1000)

RECEIVABLES - CURRENT

Trade Debtors Personal Broadband Australia Pty Limited Loans advanced to Total Communications Infrastructure Limited (UK)

RECEIVABLES - NON CURRENT

Loans advanced to Total Communications Infrastructure Limited (UK)

BORROWINGS - CURRENT

Loans advanced from

Total Communications Infrastructure Limited (UK)

2003	2004
\$1000	\$1000

4,544	73
302	155
62	176
8 127	12
4	5
166	341

00000000000000000000000000000000000000 Audited	Pro-forma
1,738	1,738
351	11111
4,811
31	31

6.12.17 Events occurring from 1 July 2004 to Listing

Other than those adjustments noted in the "Basis of preparation of the Pro-forma Statement of Financial Position", there are no other items that have occurred post 30 June 2004 and up to the date of the Prospectus that require additional disclosure.

6.12.18 Contingent Liabilities and Contingent Assets

Secured Guarantees

The Company has a fixed and floating charge over its assets by the ANZ Banking Group Limited relating to advances made to Jim Cooney and Samantha Grant.

As at the date of this Prospectus, the maximum amount of facilities provided by the ANZ Banking Group Limited which are the subject of this guarantee is \$22.5 million, of which approximately \$8.5 million has been drawn.

Upon listing, the entire indebtedness and security will be extinguished.

6.12.19 Economic dependency

The Company depends for a significant volume of revenue on Optus. During the year ended 30 June 2004, approximately 78% (2003 - 81%) of the Company's operating revenue was sourced from Optus. Alternative sources of revenue have been secured which will reduce future dependency on Optus.

Based on Forecasts the level of revenue from Optus is expected to be approximately 40% of total revenue. The balance of revenues are expected to come mainly from Vodafone and a related party, Personal Broadband Australia.

6.12.20 Financial Instruments as at 30 June 2004 (Audited)

Interest Rate Risk

The company's exposure to interest rate risk, which is the risk that a financial instrument's value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rate on those financial assets and financial liabilities, is as follows:

Financial Instruments as at 30 June 2004 (Audited)

Net Financial Assets		4,300	4,786	2,216	11,302
Weighted average interest rate		4.19%	7.87%	$0.00\%$
		66	25	7,099	7,190
Other Borrowings		30	$\cdots$	$\cdots$	30
Lease Liabilities		36	25		61
Financial Liabilities Trade & Other Creditors		11117		7,099	7,099
Weighted average interest rate		3.99%	9.68%	0.00%
		4,366	4,811	9,315	18,492
Receivables		351	4,811	9,315	14,477
Financial Assets Cash and Deposits		4,015			4,015
2004	Floating imerest 7830 \$700	Fixed interest rate 1 year or tess \$1998	Fixed merest rate 1 to 5 years. \$1000	Non loterost bearing \$7000	Total \$700

Credit Risk

The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets is the carrying amount, net of any provisions for doubtful debts, as disclosed in the statement of financial position and notes to the financial statements. Apart from the risk relating to one customer and related party TCI UK, the Company does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the company.

Net Fair Values

The net fair value of assets and liabilities approximates their carrying value. No financial assets and financial liabilities are readily traded on organised markets in standardised form other than listed investments. Financial assets where the carrying amount exceeds net fair values have not been written down as the principal intends to hold these assets to maturity. The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the statement of financial position and in the notes to and forming part of the financial statements.

6.13 Dividend policy

Subject to the Forecasts being achieved and other relevant factors, the Directors expect to declare the following dividends. It is anticipated that these dividends will be fully franked in Australia. As the balance of retained earnings will be paid out prior to listing there will be no dividends declared prior to 30 June 2005.

Set out below is the proposed dividend policy:

$\label{thm:main} of a data between a data to a data to a data to a data to a data to a data to a data to a data to a data to a data to a data to a data to a data to a$ Year ending 30 June 2005	Cents per share	Yeksi.
$\ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ld$ Final dividend	44	4.4%
Full year dividend (annualised)	7.5	7.5%

Beyond the Forecast period, the Directors' dividend policy is to distribute approximately 70% of net profit after tax (pre goodwill amortisation) franked to the greatest extent possible.

The final dividend for the period ending 1 December 2004 (being the approximate date of listing of the Company) to 30 June 2005 is expected to be paid in September 2005.

In respect of future years, subject to available profits and the financial position of the Company, dividends may be payable in September and March.

Consistent with this policy, the anticipated final dividend for the

Sensitivity Analysis 6.14

The Forecasts have been based on certain economic and business assumptions about future events. A summary of the best estimate assumptions underlying the Forecasts is set out in Section 6.5.

The Forecasts are considered to be sensitive to movements in a number of key assumptions. A summary of the likely impact of movements in certain key assumptions on the forecast Net Profit After Tax for the year ending 30 June 2005 is set out below. However, the changes in the key assumptions set out below are not intended to be indicative of the complete range of variations that may occur.

Care should be taken in interpreting this information. This analysis treats each movement in an assumption in isolation from possible movements in other assumptions, which may not be the case. Movements in one assumption may have offsetting or compounding effects on other variables, the effects of which are not reflected in the following analysis. In addition, it is possible that more than one assumption may move at any one point in time, giving rise to cumulative, or offsetting effects, which are also not reflected in this analysis. Typically, the Company would respond to any material adverse change in

at the time.

period from listing until 30 June 2005 of 4.4 cents per share is expected to be paid in September 2005.

Consistent with this policy, the anticipated final dividend for the period from listing until 30 June 2005 of 4.4 cents per share is expected to be paid in September 2005.

No guarantee can be given about the payment of dividends, the level of franking or imputation of such dividends or the extent of payout ratios for the year ending 30 June 2005 or for any future period, as these will depend upon the future profits of the Company, and its financial and taxation position

conditions by taking appropriate action to minimise, to the extent possible, any adverse effect on profits and dividends. The effect of any such mitigating action has been excluded from the following analysis.

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Sales prices
increase/(reduce) by $5\%$	increases/(reduces) by \$3.1 million
Construction site mumbers
increases/(reduces) by $10\%$	increases/(reduces) by \$0.9 million
Construction costs
increases/(reduces) by $5\%$	(reduces)/increases by \$1.8 million
Operating expenses
increase/(reduce) by $10\%$	(reduces)/increases by \$0.4 million

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The easy solution for coverage from buildings is to place antennas directly on the roof. Where possible, TCI look to minimise visual impact by mounting them discretely on facades and backdrops.

TCI's business is subject to risks and many diverse factors can have an influence on its future performance and on its ability to achieve its forecast financial results. Some risks may be mitigated through appropriate management safeguards and actions, yet many are outside the control of the Company.

In addition, investment in shares carries its own inherent risks regardless of the business and operating environment of the Company.

Investors should consider a wide range of factors before making a decision to apply for any Offer Shares. The following list of factors should not be taken by investors as being exhaustive. The main factors which may materially affect the performance and financial position of TCI in the future and the value of its Shares include, but are not limited to, the following.

Reliance on Carriers and the Wireless Industry Market, demand and concentration risk

The Company is reliant on a small number of key customers and is subject to key market, demand and concentration risk (see the summary of the customer contracts in Section 10).

Customer contracts provide the framework for the issue of work but do not specify any fixed quantum of work. While the historical record demonstrates that this is the preferred approach for key customers, there is no guarantee that there will be any workflow, i.e. that there will be demand for infrastructure deployment services under these contracts or that the Company will be in a position to benefit from and continue to obtain the bulk of the work it expects from its customers.

If even one customer, such as Optus, Vodafone or Personal Broadband Australia, were to stop using the Company for whatever reason, it would have a material adverse effect on the Company's profitability.

There is also a risk that work expected to be undertaken during the current FY05 financial year will be delayed into later financial years.

Reliance on Senior Managers

TCI relies on the experience and knowledge of its senior managers, some of whom are listed in Section 5.2 above. TCI utilises attractive compensation packages, and other incentives to keep and attract its senior managers. There is always the possibility of the loss of key senior managers and any such loss may have a material adverse effect on the Company. The Company is substantially dependent on its key senior managers' ability to recruit experienced and talented personnel, negotiate contractual arrangements and monitor the health of the business.

Safety

Whilst TCI has a strict safety policy, many of TCI's personnel and sub-contractors operate in locations that could be dangerous, eg. roof tops and wireless phone towers.

Competition

TCI operates in a very competitive telecommunications contracting services market in Australia.

Competitors are typically divisions of large engineering or construction firms such as Leighton Contractors, Downer Connect, Gridcomm, Bovis Lend Lease and Abigroup, or Telstra's infrastructure deployment arm, NDC.

Uncertainty regarding Forecasts

Any Forecasts of the Company provided to investors are based upon assumptions the Company believes to be reasonable but which are inherently uncertain and unpredictable. Such assumptions may be incomplete or inaccurate and unanticipated events and circumstances are likely to occur which will affect the Forecast results. For these reasons, actual results achieved during the periods covered are likely to vary from the Forecasts and such variations may be material and adverse. No person involved with this transaction makes any guarantee or assurance to investors that any particular operating results will be achieved.

Market Changes and Extensive Governmental Regulation

The telecommunications industry is rapidly changing and subject to significant regulatory decisions which may affect the future development of the telecommunications markets. TCI is confronted with different levels of regulatory risk in each of the markets in which it operates.

There can be no assurance that a regulatory change or a marketing or technology change by one of the major industry players would not significantly adversely affect the ability of the Company to profitably market its telecommunications contracting services.

Regulation in the telecoms industry is predominantly directed towards carriers. The Telecommunications Act 1997 has been progressively amended to scale back the rights of carriers to deploy facilities without Local Government approvals, however, carriers have been required to develop their own Code of Practice which increases the amount of consultation required for location of Base Stations. While the impact of this Code has been to increase the cost of Base Station deployment for carriers, and potentially increase revenue for TCI via increased site acquisition work it also may increase the risk that further network rollouts will be impeded.

Community issues may also impact through delays in site acquisition caused by community dissent in relation to the location of new Base Stations, While TCI maintains an extensive database of existing and potential Base Station sites, together with any details on activist activity and local council views/bias from past experience, there is a risk that this activity will continue, and negatively impact the opportunities available to the Company in servicing the needs of its customers.

Pricing and Margin Risk

TCI commonly provides a fixed quote based on the project specifications for each site type. While the historical data shows minimal incidents of cost overruns, the Company is exposed to risk of cost overruns if new site construction costs differ from its previous experience.

The Company's pricing would also be at risk if it were unable to continue to obtain fixed price quotes within its expected range.

Pricing risk is mitigated by the relatively short duration of projects and diversification of the Company's large portfolio into relatively small scale individual projects.

Share Market Volatility

Listed shares can be subject to significant price volatility. If listed shares in the contracting industries experience general price volatility, it may affect the underlying price a potential buyer may be willing to pay for listed shares in the Company.

Impact of Electromagnetic Radiation on Cellular Industry and Base Station Rollouts

Concerns have been expressed relating to the alleged adverse health consequences of the operation of wireless Base Stations and the use of wireless phone handsets due to exposure to radio frequency fields.

TCI's clients monitor scientific and medical research regarding the safety of wireless phone communications and keep TCI informed on these issues. However, there is a risk that a perceived health risk associated with wireless telecommunications equipment could lead to litigation, reduce the number or the growth rate of wireless telecommunications services, reduce the usage per customer or restrict TCI's installation of new wireless telecommunications infrastructure.

Value Added Solutions

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Independent Accountants Report

Sitescope is TCI's integrated infrastructure deployment. management system. It is web based and accessible, anywhere, anytime by project staff and clients.

Independent Accountants Report

The Directors Total Communications Infrastructure Limited Level 1, 118-120 Pacific Highway ST LEONARDS NSW 2065 12 November 2004

CHARTERED ACCOUNTANTS

Dear Sirs.

Independent Accountant's Report

Introduction

We have prepared this Independent Accountant's Report at the request of the Directors of Total Communications Infrastructure Limited hereafter referred to as TCI for inclusion in a Prospectus to be dated on or about 12 November 2004 relating to the public listing of TCI on ASX.

References to defined words and other terminology used in this report have the same meaning as set out in the Glossary to the Prospectus.

Background Information

The purpose of this report is to set out information relevant to the adjusted historical financial performance of TCI for the financial years ended 30 June 2002, June 2003 and June 2004, the pro-forma statement of financial position of TCI as at 30 June 2004 and the adjusted historical operating cash flows of the company for the financial years ended 30 June 2002, June 2003 and June 2004, set out in Section 6 of the Prospectus.

V J Ryan & Co were the auditors of the company for the entire period covered by the Prospectus.

Scope

We have been requested to prepare an Independent Accountant's Report covering the following historical financial information:

• the adjusted historical statements of financial performance and statements of cash flows for the financial years ended 30 June 2002, June 2003 and June 2004 (collectively referred to as the "Historical Financial Information") as set out in Section 6 of the Prospectus; and
• the pro-forma statement of financial position as at 30 June 2004 which assumes completion of the following contemplated transactions as at that date:
• 1. proceeds from the issue of New Shares
• 1. repayment of related party loans
• 1. payment of all retained earnings by way of dividends
• 1. demerger of a related party investment
• as set out in Section 6.7 of the Prospectus.

The Directors have prepared and are responsible for the historical financial information and pro-forma statement of financial position. We disclaim any responsibility for any reliance on this report or on the financial information to which it relates for any purposes other than that for which it was prepared. This report should be read in conjunction with the full Prospectus.

Historical Financial Information

The Historical Financial Information included in Section 6 of the Prospectus comprises a summary of financial performance before interest and tax for the financial years ended 30 June 2002, June 2003 and June 2004. The Historical Financial Information is derived from the audited financial statements of TCI from 2002 to 2004.

In presenting the Historical Financial Information, management has used the information contained in the audited financial information for the abovementioned periods.

Audit of Historical Financial Information

We have conducted an independent audit of the Historical Financial Information in order to express an audit opinion thereon. Our audit has been conducted in accordance with Australian Auditing Standards applicable to audit engagements to provide reasonable assurance whether the Historical Financial Information is free of material misstatement.

Our procedures included examination, on a test basis, of evidence supporting the amounts and other disclosures in the Historical Financial Information, and the evaluation of accounting policies and significant accounting estimates. These procedures have been undertaken to form an opinion whether, in all material respects, the Historical Financial Information is presented fairly in accordance with the measurement and recognition requirements (but not all the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia, so as to present a view which is consistent with our understanding of TCI's financial position as at 30 June 2004, and of its performance as represented by the results of its operations and its cash flows for the financial years ended 30 June 2002, June 2003 and June 2004.

Audit opinion on Historical Financial Information

In our opinion, the Historical Financial Information of TCI as set out in Section 6 of the Prospectus presents fairly, in accordance with the measurement and recognition requirements (but not all the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia, the financial position of TCI as at 30 June 2004 and its performance as represented by the results of its operations and its cash flows for the financial years ended 30 June 2002, June 2003 and June 2004.

Review of Pro-forma Statement of Financial Position

We have conducted an independent review of the pro-forma statement of financial position in order to state whether, on the basis of the procedures described, anything has come to our attention that would cause us to believe that the pro-forma statement of financial position is not presented fairly in accordance with the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia as if the pro-forma transactions set out above had occurred at 30 June 2004.

Our review has been conducted in accordance with Australian Auditing Standards applicable to review engagements and has been limited to reading of relevant Board minutes, reading of contracts and other legal documents, enquiries of management personnel and analytical procedures applied to the financial data. We have also determined whether the pro-forma transactions form a reasonable basis for the preparation of the pro-forma statement of financial position.

These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than that given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

Review statement on pro-forma statement of financial position

Based on our review, which was not an audit, nothing has come to our attention which would cause us to believe that the pro-forma financial information does not present fairly the financial position of TCI as at 30 June 2004, in accordance with the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia as if the pro-forma transactions set out in Section 6.7 of the Prospectus had occurred on that date. As a result of our review, nothing has come to our attention that causes us to believe that the pro-forma financial information was not properly prepared and the pro-forma transactions do not form a reasonable basis for the preparation of the pro-forma statement of financial position.

Subsequent Events

Apart from the matters dealt with in this report and having regard to the scope of our report, to the best of our knowledge and belief, there have been no material transactions or events outside the ordinary business of TCI subsequent to 30 June 2004 that have come to our attention which require comment on or adjustment to the information referred to in our report or that would cause such information to be misleading or deceptive.

Disclosure

V J Ryan & Co does not have any pecuniary interests that could reasonably be regarded as being capable of affecting its ability to give an unbiased opinion in this matter. V J Ryan & Co provides audit services to TCI, and will receive a professional fee for the preparation of this report. V J Ryan & Co Services Pty Limited provides tax and other advisory services to TCI, and receives professional fees for those services.

The company has agreed to indemnify and hold harmless V J Ryan & Co and its employees from any claims arising out of misstatement in or omission from any material or information supplied by TCI.

Consent to the inclusion of the Independent Accountant's Report in the Prospectus in the form and context in which it appears, has been given. At the date of this report, this consent has not been withdrawn.

Yours faithfully

$V$ J. Ryas Co
VJRYAN&CO

A.M.

Peter Denis Wyer Partner

Speedy Solutions

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Independent Accountants Review of Directors' Financial Forecasts

Speed to market is critical for cartiers. When a ICI client was threatened with the termination of a major international account, TCI were quick to respond deploying equipment and staff interstate to install a repeater solution for mobile coverage within a warehouse. The deadline was achieved and the account was retained.

12 November 2004

The Directors Total Communications Infrastructure Limited Level 1 118-120 Pacific Highway ST LEONARDS NSW 2065

Dear Sirs

Independent Accountant's Review of Directors Financial Forecasts

1. Introduction

• 1.1 This report has been prepared by Horwath Investment Services Pty Limited ("Horwath") for inclusion in the prospectus to be dated 12 November 2004, and to be issued by Total Communications Infrastructure Limited ("TCI"), in respect of the proposed issue of 60,285,500 shares in TCI based on an offer price of \$1.00 per share.
• 1.2 Horwath has been requested to prepare a report covering the Forecasts as defined and disclosed in the prospectus.
• 1.3 The nature of this report is such that it can be given only by an entity which holds an Australian Financial Services Licence issued by the Australian Securities and Investments Commission: Horwath holds the appropriate licence under the Corporations Act.
• 1.4 Expressions defined in the prospectus have the same meaning in this report.

2. Forecasts

2.1 The Forecasts for TCI is set out in Sections 6.2 and 6.6 of the prospectus and comprises the Forecasts statement of financial performance and Forecasts statement of cash flows of TCI for the year ending 30 June 2005.

• 2.2 The Directors of TCI are responsible for the preparation and presentation of the Forecasts, including the best-estimate assumptions on which the Forecasts are based and the sensitivity of the Forecasts to changes in key assumptions.
• 2.3 The Forecasts has been prepared by the Directors to provide investors with a guide to TCI's potential future financial performance based upon the achievement of certain economic, operating, and trading assumptions about future events and actions that have not yet occurred and may not necessarily occur. The Forecasts reflects the Directors' best estimate, based on present circumstances, as to both the most likely set of economic, operating, and trading conditions and the course of action TCI is most likely to take. The Directors' best-estimate assumptions underlying the Forecasts are set out in Section 6.5 of the prospectus.
• 2.4 There is a considerable degree of judgement involved in the preparation of any Forecasts. Consequently, the actual results of TCI during the Forecasts period may vary materially from the Forecasts, and that variation may be materially positive or negative.
• 2.5 The sensitivity of the Forecasts to changes in key assumptions is set out in Section 6.14 of the prospectus and the risks to which the business of TCI is exposed are set out in Section 7 of the prospectus. Investors should consider the Forecasts in conjunction with the discussion and analysis provided in those Sections of the prospectus.
• 2.6 The Forecasts is presented in an abbreviated form in so far as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial reports prepared in accordance with the Corporations Act.

Adoption of International Financial Reporting Standards -3.

• 3.1 The Directors' Forecasts has been prepared in accordance with the recognition and measurement principles prescribed in Accounting Standards and other mandatory professional reporting requirements in Australia, and accounting policies adopted by TCI as disclosed in Section 6.11 of the prospectus.
• 3.2 For the year ending 30 June 2006, TCI must comply with the Australian equivalents of International Financial Reporting Standards ("IFRS"), as issued by the Australian Accounting Standards Board which will result in TCI preparing IFRS compliant financial statements for both the reporting and

comparative years. Consequently, TCI's actual result for the year ending 30 June 2005 presented to comply with IFRS, will be included in the financial statements for the year ending 30 June 2006.

• 3.3 The recognition and measurement principles prescribed in Australian Accounting Standards vary in certain respects from the recognition and measurement principles presented in IFRS. Information on the key differences applicable to TCI is discussed in Section 6.10 of the prospectus.
• Review of Forecasts and Directors' Best-Estimate Assumptions 4.
• 4.1 Horwath has reviewed the Forecasts for TCI, set out in Sections 6.2 and 6.6 of the prospectus, and the Directors' best-estimate assumptions underlying the Forecasts, set out in Section 6.5 of the prospectus, in order to report whether anything has come to its attention which causes it to believe that:
• 4.1.1 the Directors' best-estimate assumptions, when taken as a whole, do not provide reasonable grounds for the preparation of the Forecasts;
• 4.1.2 the Forecasts is not properly compiled on the basis of the Directors' best-estimate assumptions or presented fairly in accordance with the recognition and measurement principles prescribed in Accounting Standards and other mandatory professional reporting requirements in Australia and the accounting policies adopted by TCI as disclosed in Section 6.11 of the prospectus; and
• 4.1.3 the Forecasts itself is unreasonable.
• 4.2 Our review has been conducted in accordance with Australian Auditing and Assurance Standard AUS 902 "Review of Financial reports". Our procedures consisted primarily of enquiry and comparison and other such analytical review procedures we considered necessary.

• 4.3 Our review of the Forecasts and the Directors' best-estimate assumptions is substantially less in scope than an audit examination conducted in accordance with Australian Auditing and Assurance Standards. A review of this nature provides less assurance than an audit. We have not performed an audit and we do not express an audit opinion on the Forecasts or the Directors' best-estimate assumptions.

• -5. Review Statement on the Forecasts and the Directors' Best-Estimate Assumptions

• 5.1 Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that:
• 5.1.1 the Directors' best-estimate assumptions, set out in Section 6.5 of the prospectus, when taken as a whole, do not provide reasonable grounds for the preparation of the Forecasts;
• 5.1.2 the Forecasts, set out in Sections 6.2 and 6.6 of the prospectus, is not properly compiled on the basis of the Directors' best-estimate assumptions or presented fairly in accordance with the recognition and measurement principles prescribed in Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by TCI as disclosed in Section 6.11 of the prospectus; and
• 5.1.3 the Forecasts itself is unreasonable.
• 5.2 The underlying assumptions are subject to significant uncertainties and contingencies, often outside the control of TCI, if events do not occur as assumed, actual results achieved by TCI may vary significantly from the Forecasts. Accordingly, we do not confirm or guarantee the achievement of the Forecasts, as future events, by their very nature, are not capable of independent substantiation.

Subsequent Events -6.

6.1 Apart from the matters dealt with in the prospectus and having regard to the scope of Horwath's report, to the best of its knowledge and belief no material transactions or events outside the ordinary course of business have come to Horwath's attention that would require comment on, or adjustment to, the information referred to in our report and would cause such information to be misleading or deceptive.

7. Independence

• 7.1 Horwath does not have any interest in the outcome of this issue, other than in connection with the preparation of this report and participation in due diligence procedures for which normal professional fees will be received.
• 7.2 Horwath was not involved in the preparation of any other part of the prospectus and did not authorise or cause the issue of any other part of the prospectus. Accordingly, Horwath makes no representations or warranties as to the completeness or accuracy of the information contained in any other part of the prospectus.
• 7.3 Horwath consents to the inclusion of this report in the prospectus in the form and context in which it is included. At the date of this report, this consent has not been withdrawn.

General Advice Warning 8.

8.1 This report has been prepared, and included in the prospectus, to provide investors with general information only and does not take into account the objectives, financial situation or needs of any specific investor. It is not intended to take the place of professional advice and investors should not make specific investment decisions in reliance on the information contained in this report. Before acting or relying on any information, an investor should consider whether it is appropriate for their circumstances having regard to their objectives, financial situation or needs.

Yours faithfully

HORWARTH Investment Services Pty Limited

Vince J. Fayad Director

Claude A. Jugmans Director

Additional Information

Details of TCI Incorporation, Conversion and Name Change $10.1$

TCI was incorporated in New South Wales on 8 January 1996.

On 28 September 2004, TCI passed a resolution to change its name to Total Communications Infrastructure Limited and to change its status from a proprietary company to a public company.

Company Balance Date

The statutory accounts of TCI are made up to 30 June annually.

Share Capital

In addition to the Shares offered for sale, a total of 18,555,000 Shares at an offer price of \$1.00 per Offer Share are offered under this Prospectus to raise \$18,555,000. The New Shares will represent approximately 55% of the total share capital of TCI following completion of the Offer.

Rights Attaching to Shares

Immediately after issue and allotment, the New Shares will be fully paid ordinary shares in the capital of TCI. There will be no liability on the part of Applicants who have been allotted any New Shares to pay any calls and the New Shares will rank equally in all respects with all Shares currently on issue.

On 29 September 2004, TCI adopted a new Constitution. The Constitution is consistent with the ASX Listing Rules. TCI's Constitution will be subject to the ASX Listing Rules in all respects while TCI maintains its listing on the ASX.

Detailed provisions relating to the rights attaching to the Shares are set out in the Constitution and the Corporations Act. A copy of the Constitution can be

inspected during office hours at the registered office of TCI.

A summary of the rights attaching to the Shares (including the Offer Shares), under the Constitution and the Corporations Act are set out below. This summary does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of Shareholders under the Constitution.

Each Share will confer on its holder:

• $\blacksquare$ the right to vote at a general meeting of Shareholders (whether present in person or by any representative, proxy or attorney) on a show of hands (one vote per Shareholder) and on a poll (one vote per Share on which there is no money due and payable) subject to the rights and restrictions on voting which may attach to or be imposed on Shares (at present there are none);
• the right to receive dividends, according to the amount paid up on the Share;
• the right to receive, in kind, the whole or any part of TCI's property in a winding up, subject to priority given to holders of Shares that have not been classified by ASX as "restricted securities" and the rights of a liquidator to distribute surplus assets of TCI (with the consent of members by special resolution); and
• subject to the Corporations Act and the ASX Listing Rules, all Shares are fully transferable.

The rights attaching to Shares may be varied with the approval of Shareholders in general meeting by special resolution.

$10.2 -$ Material Contracts

The Directors consider that the material contracts summarised below and elsewhere in this Prospectus are contracts which an investor would reasonably regard as material and which investors and their professional advisers would reasonably expect to find described in this Prospectus for the purpose of making an informed assessment of the Offer.

The summaries are, of their nature, brief and indicative and should only be read on that basis. To fully understand the rights and responsibilities pursuant to the contracts and the nature and extent of these, it would be necessary to undertake a full legal review of each contract.

(a) Agreement with Optus Mobile Pty Ltd - Mobile Network Rollout ("Optus Agreement")

Optus and the Company signed an agreement in July 2001 under which the Company provides mobile network (Base Station services) rollout. The Company's obligations include undertaking initial site identification and acquisition, site design, management and construction of Base Stations on a site by site basis as part of the Optus Mobile Network Rollout project.

The terms and conditions set out in the Optus Agreement apply to each contract entered into by Optus and the Company for the installation of an individual Base Station site. The number and frequency of contracts entered into is at the sole discretion of Optus. The Optus Agreement provides no assurance therefore as to the number of Base Stations on which Optus will use the services of the Company.

On 31 October 2003, Vodafone, the Company and AAPCS entered into the Vodafone Agreement. The initial term of the Vodafone Agreement is 5 years from 1 November 2003, however, Vodafone has the option to extend that initial term by 2 further periods of up to 12 months each on giving prior notice to the Company and AAPCS. Note however that Vodafone may terminate the Vodafone Agreement on 90 days' notice for convenience.

The Vodafone Agreement provides for the Company in conjunction with AAPCS to make available services in relation to Vodafone's mobile telephony business when requested by Vodafone, including support in relation to Vodafone's business requirements, network design, acquisition and deployment and the operation and maintenance of Base Stations.

The Company and AAPCS executed the Vodafone agreement jointly and severally. The Company and AAPCS have entered into a separate bilateral agreement specifying the respective responsibilities of each party in relation

This agreement expires on 31 December 2004. At present the Company has submitted a tender to continue the business - the results of the tender will not be known until late December 2004.

(b) Agreement with Vodafone Network Pty Limited & AAP Communications Services Pty Ltd ("AAPCS") - Access & Transmission Network Outsourcing Agreement ("Vodafone Agreement")

to the services to be provided jointly and severally under the Vodafone Agreement. The Company and AAPCS must exercise all rights, concessions, remedies or other entitlements under the Vodafone Agreement jointly. The Company, however, is jointly and severally liable for all obligations of both the Company and AAPCS under the Vodafone Agreement.

The volume of services required by Vodafone under the Vodafone Agreement is at Vodafone's sole discretion. The Vodafone Agreement provides no assurance therefore as to the number of Base Stations in which Vodafone will use the services of the Company and AAPCS.

The remuneration payable to the Company and AAPCS will be varied each year based on a range of factors set out in the Vodafone Agreement and which generally are relevant to the bases upon which charges are made. These include, for example, cost of living adjustment, strategic change, activity baselines, flagship rebates, new services, removal of services and benchmarking.

Under the terms set out in the Vodafone Agreement, the Company and AAPCS must perform the specified services as required by Vodafone. Vodafone may also request additional services in relation to a specific project. In return for the services performed, the Company and AAPCS are entitled to remuneration from Vodafone in accordance with the terms and pricing approach set out in the Vodafone Agreement.

The obligations of the Company and AAPCS under the Vodafone Agreement include:

• to obtain all necessary licences and consents that may be required to carry out the works (including compliance with all laws and Vodafone's regulatory obligations); and
• to indemnify Vodafone against all losses, liabilities, fines, penalties, damages and claims resulting from third party claims with respect to any event caused by the Company's or AAPCS's act or omission.

All intellectual property rights in new materials and documents created in respect of the works completed under the Vodafone Agreement vest in Vodafone, however, the intellectual property rights in any tools and methodologies created by the Company and AAPCS (or a subcontractor employed by the Company or AAPCS) during the course of the Vodafone Agreement, if created at the sole cost of the Company and AAPCS, vest in the Company and AAPCS.

The Vodafone Agreement may be terminated by Vodafone:

• on 90 days notice for convenience;
• $\blacksquare$ in whole or in part upon 60 days notice if the Company or AAPCS become related in some way to a competitor of Vodafone;
• for material breach of the Vodafone Agreement by the Company or AAPCS; or
• if the Company, AAPCS or the guarantor of AAPCS suffers an insolvency event.

The Company and AAPCS may terminate the Vodafone Agreement if Vodafone:

suffers an insolvency event; or

owes the Company and AAPCS more than \$1.5 million in undisputed invoices.

(c) PBA Agreement - Site acquisition, design, construct & install contract

TCI has entered into the PBA Agreement with PBA. Jim Cooney, the chairman of TCI and a major Shareholder, and Samantha Grant, also a major Shareholder, also have a beneficial interest in a majority of PBA. Jim Cooney is also Executive Chairman and CEO of PBA.

The PBA Agreement provides for TCI to undertake site acquisition, design, construction and installation services to PBA on a site by site basis as part of the PBA Network Rollout Project.

The terms and conditions set out in the PBA Agreement apply to each contract entered into by TCI and PBA for the installation of an individual Base Station site. The number and frequency of contracts entered into is not specified in the PBA Agreement, however under the terms of the PBA Agreement TCI is engaged by PBA as PBA's exclusive network deployment contractor.

Under the PBA Agreement, TCI must perform the site acquisition, design, construction and installation services in accordance with Australian Standard 4300-1995 ("General conditions of Contract for Site Acquisition, Design, Construct and Install") when issued with a work order. In return for those services. TCI is entitled to remuneration from PBA in accordance with the terms set out in the contract.

The PBA Agreement may be terminated as follows:

(d) Executive Employment Agreement for Mark Stackpool

TCI has appointed Mark Stackpool as Chief Financial Officer reporting to the Board by way of an Executive Employment Agreement. The Executive Employment Agreement has a term of 3 years commencing on 1 December 2004 unless terminated earlier in accordance with the agreement. The initial remuneration payable to Mark Stackpool comprises a base remuneration package having a total cost to TCI of approximately \$300,000 per annum (inclusive of mandatory superannuation contributions and fringe benefits). In addition, performance bonuses may be payable. Mark Stackpool has undertaken not to engage in competitive conduct with TCI for the term of the agreement and for a further period of 12 months.

$\blacksquare$ If TCI substantially breaches the contract or suffers an insolvency event, PBA may issue a show cause notice to TCI. If TCI does not show reasonable cause within the time specified in that show cause notice, PBA may then terminate the contract.

F If PBA substantially breaches the contract or suffers an insolvency event, and damages would not be an adequate remedy, TCI may issue PBA with a show cause notice. If PBA does not show reasonable cause within the time specified in that show cause notice, TCI may suspend the whole or part of the work under the contract, and then terminate if the breach or event is not remedied.

(e) Executive Employment Agreement for Rod Stanton

TCI has appointed Rod Stanton as Chief Executive Officer reporting to the Board by way of an Executive Employment Agreement. The Executive Employment Agreement has a term of 3 years commencing on 1 December 2004 unless terminated earlier in accordance with the agreement. The initial remuneration payable to Rod Stanton comprises a base remuneration package having a total cost to TCI of approximately \$350,000 per annum (inclusive of mandatory superannuation contributions and fringe benefits). In addition, performance bonuses may be payable. Rod Stanton has undertaken not to engage in competitive conduct with TCI for the term of the agreement and for a further period of 12 months.

(f) Agreement with the Founders

On 11 November 2004, TCI entered into an agreement with the Founders under which both parties agreed to perform any function or act required, contemplated or expected of them under the Prospectus. They also agreed to the terms of a demerger relating to convertible notes issued by PBA to TCI. The demerger will be complete prior to listing.

In addition, the Founders agreed:

• (a) to a voluntary escrow arrangement until 1 October 2005 for the balance of their shares in TCI (the exceptions being only a takeover or scheme of arrangement);
• (b) to the extent required to fund PBA's business plans and commitments, to provide PBA with funding up to

an additional \$20.5 million. Note that TCI's forecast revenue assumes continued roll-out of PBA sites;

• $(c)$ to pay the costs of the IPO.
• (g) Agreements with Blackwood Capital

On 10 September 2004 TCI entered into an Offer Management Agreement ("the Agreement") with Blackwood Capital and TCI and the Founders have after that date, entered into an Underwriting Agreement with Blackwood Capital (the "Underwriting Agreement").

TCI has agreed to retain Blackwood Capital through an advance monthly payment of \$50,000. The Agreement terminates on the date of the Prospectus.

Under the Agreement TCI has agreed to pay Blackwood a management fee of 5% plus GST of the gross proceeds of the Shares sold and issued by TCI and/or its existing shareholders under the Offer less a 100% rebate of the monthly retainer fees. Pursuant to the Underwriting Agreement the Founders have agreed to pay the 5% fee on behalf of TCI.

The fee is payable on the date TCI has received all of the offer monies raised under the Offer by way of direct debit from the offer monies.

Subject to certain exclusions relating to, among other things, fraud, recklessness, wilful misconduct and negligence by Blackwood Capital, TCI has agreed to keep Blackwood Capital indemnified from losses suffered in connection with the Offer.

The Agreement also limits the total liability of the Manager to TCI, to an amount, which is equal to the total amount of all commissions and fees paid to the Manager by TCI.

(h) Underwriting Agreement

The Company, the Founders and the Underwriter have entered into an Agreement for the underwriting of the Offer.

From the date of the Underwriting Agreement to the later of:

• 1. The time when Blackwood Capital has no further obligation to acquire or procure applications for any securities; or
• 1. If the Underwriter is required to acquire or procure applications for securities under the Agreement, the expiry of 10 months after the time specified in subclause (1) above,

The Company will not issue, or offer for subscription, or agree to issue, or grant any option in respect of any securities, debentures, options or other debt or equity interest in the Company or any other related party to the Company or re-organise the capital structure of the Company or amend in any material way the constitution of the Company or announce any of the foregoing, otherwise than under or disclosed in this prospectus

The Company and the Founders agreed to indemnify the Underwriter and its associated parties against any claim, judgment, damage, loss, expense (including without limitation all legal costs and disbursements of the Underwriter's lawyers, on a full indemnity basis), all liability incurred or suffered by, or brought or made or recovered

against the Underwriter or its associated parties in connection with the prospectus or any related statement, announcement, advertisement or publicity including, without limitation, from any noncompliance by the Company or the Founders with the Corporations Act or in breach of the Underwriting Agreement. The Underwriter may terminate its obligations under the Underwriting Agreement as a result of a number of events. The termination events may be summarised as follows:

• with clause $4.3(c)$ ;
• $(b)$
• $(c)$ Corporations Act;
• $(d)$

(a) Certificate: The Company fails to deliver any No Default Certificate to the Underwriter in accordance

Supplementary Prospectus and Repayments: The Company chooses to or comes under an obligation, (including in accordance with the Corporations Act), to issue a supplementary or replacement prospectus or to repay any moneys received by the Company from any applicant, and fails to do so;

ASIC Stop Order: ASIC gives notice of intention to hold a hearing in relation to the Prospectus under section 739(2) of the Corporations Act or makes an order under sections $739(1)$ , $739(3)$ or $739(4)$ of the

ASIC Hearing and Investigation: ASIC gives notice of intention to hold a hearing examination, investigation, or it requires information to be disclosed, in connection with the Company, the Prospectus or the Offer;

• (e) Court Order: An order is made in connection with the Prospectus or the Offer, including under sections 1324 and 1325 of the Corporations Act;
• (f) Notice under Section 730: Any person gives a notice under Section 730 of the Corporations Act in relation to the Prospectus;
• $(g)$ Criminal Offence: Any director or general manager of the Company is prosecuted for a criminal offence;
• (h) Extension of 'exposure period': If ASIC gives any notice, whether written or oral, to the Company extending (or further extending) beyond 14 days or giving notice of its intention to extend (or further extend beyond 14 days) the waiting or exposure period in accordance with clause $727(3)$ ;
• Prospectus defect: There is a $(i)$ material omission from, or a material statement which is, or has become, false or misleading in the Prospectus and such omission or statement is or is likely to be materially adverse from the point of view of an investor:

• New circumstance: if a new $(i)$ circumstance has arisen since the Prospectus was lodged and would have been required under Chapter 6D of the Corporations Act to be included in the Prospectus if it had arisen before the Prospectus was lodged and is, or is likely to be, materially adverse from the point of view of an investor;

• $(k)$ Fails to comply: The Company or any of its Related Parties fail to comply (where such non-compliance would have or be likely to have a material adverse effect on an investor, the Company or the Underwriters with:

• (a) a clause of its Constitution;
• (b) a statute;
• (c) any policy or guideline of ASIC or any other requirement, order or request made by or on behalf of ASIC or any governmental agency;
• (I) Consent withdrawal: If any person, other than the Underwriter, who has previously consented to being named in the Prospectus, withdraws that consent whether publicly or not;
• (m) Withdrawal of Prospectus: The Prospectus is withdrawn by the Company at any time prior to all the Securities having been allocated;
• (n) Charge: Other than as disclosed to and agreed by the underwriter, any member of the Company or any of its Related Parties charges or agrees to charge (or grant any other form of security) over the whole or a substantial part of its business or property to any third party;

• Breach: The Company defaults $(o)$ under any provision of this Underwriting Agreement including any representation, warranty or undertaking where such default would have a material adverse effect on an investor, the Company or the Underwriter;

• (p) Omission: There is a material omission from, or a material statement which is, or has become, misleading or deceptive in the Prospectus;

• (q) Material adverse change: If, on or before the Closing Date, any of the following occurs:
• $(1)$ after the date of the Prospectus there is any:
  • (a) material adverse change in the assets, liabilities, financial position, profits, losses or prospects of:
  • (i) the Company; or
  • (ii) a Related Party of the Company, including any adverse change in the assets, liabilities, financial position, profits, losses or prospects of any Related Party of the Company from those respectively disclosed in the Prospectus; or
  • (b) act, omission or thing which could reasonably be expected to result in a material adverse change to the Company (including, but not limited to, the appointment of an administrator, trustee or similar official being appointed over the assets or undertaking of any member
• $(r)$ Contracts: If a significant or material contract, is, without the prior written consent of the Underwriter:

of the Company);or

• of $\exp{i}$ ;
• $(3)$
• $(s)$
• $(t)$

• $(2)$

• $(a)$

(1) breached by any member of the Company or any of its Related Parties:

(2) terminated (whether by breach or otherwise but not as a result

altered or amended in any way to the material detriment of the Company; or

(4) found to be void or voidable;

Timetable: There is a delay in any date specified in the Timetable which is greater than seven Business Days;

Business: Any member of the Company or any of its subsidiaries:

(1) dispose or agree to dispose of the whole or a substantial part of its business or property;

ceases or threatens to cease to carry on business, in either case without the prior written consent of the Underwriter;

(u) ASIC Prosecution: ASIC gives notice of an intention to prosecute any member of the Company, any director or employee of the Company (or any subsidiaries of the Company) (unless it withdraws that intention in writing on or before the Closing Date);

$(v)$ No quotation: The ASX:

(1) makes an official statement or indicates to the Company or the Underwriter that:

the Company will not be admitted to the Official List or

• (b) the ASX's approval (being ASX's decision to admit the Company to the Official List) will not be given; or
• (2) has revoked approval of admittance of the Company to the Official List:
• (w) S&P/ASX Small Ordinaries Index: The S&P/ASX Small Ordinaries Index of the ASX (IRESS identification XSO) is at a level which is 10% or more below the level of the Index as at close of business of the ASX on the Business Day immediately before the date of this Agreement;
• $(x)$ S&P/ASX 300 Telecommunications Services Index: The S&P/ASX 300 Telecommunications Services Index of the ASX is at a level which is 10% or more below the level of the Index as at close of business of the ASX on the Business Day immediately before the date of this Agreement;
• Legislation: There is: $(y)$
• (1) introduced into the Parliament of the Commonwealth of Australia or of an Australian State or Territory, a law intended to come into effect within 12 months;
• (2) any official announcement on behalf of the Government of the Commonwealth of Australia or of the Government of an Australian State or Territory, the Reserve Bank of Australia or any Commonwealth financial

authority that a law will be introduced or policy adopted (as the case may be) with effect from the date of the announcement or within three months afterwards, which has altered adversely or could reasonably be expected to alter adversely any condition or circumstances relating to the Offer or the Prospectus existing at the time of execution of this Agreement;

(z) Hostilities: Hostilities, not presently existing commence (whether war has been declared or not) or a major escalation in existing hostilities, occurs (whether war has been declared or not) involving any one or more of Australia, the United States of America, the United Kingdom, Japan, Indonesia, or the Peoples Republic of China where such hostilities or major escalation would have a material adverse effect on the Company.

The Founders will bear all costs of the underwriting. The costs are as stipulated in the summary of the Management Agreement (see paragraph (f) for a description of the Management Agreement).

The Underwriting Agreement provides that the consideration payable for the underwriting is included in the fee payable under the Offer Management Agreement with Blackwood and that the fee payable upon the completion of the Offer will be borne by the Founders.

$10.3$ Corporate Governance

In preparation for listing on ASX, the Company has taken a number of initiatives to strengthen its governance policies to ensure that the Company fully meets the best practice requirements for listed companies to protect the interests of its shareholders.

The Board

The Board of four directors includes an independent non-executive director, one non-executive chairman and two executive directors. The Chairman, James Cooney, will after listing, hold 22.5% of the issued shares in the Company.

The role of the Board is to provide strategic guidance for the Company and effective oversight of its management.

Board Committees

The Board has established two committees of directors, the Audit Committee and a Remuneration Committee, each with a charter and each responsible for considering specific issues and making recommendations to the Board.

Audit Committee

The role of the Audit Committee is to provide advice and assistance to the Board to allow it to:

• I fulfil its audit, accounting and reporting obligations;
• monitor the performance and independence of the Company's auditors;

• monitor compliance with applicable accounting standards and other

• financial results; and

• systems.

Audit Committee.

The Audit Committee will meet at least four times a year and report regularly to the Board. The Audit Committee has direct access to any employee, the auditors or any other independent experts and advisers as it considers appropriate in order to ensure that its responsibilities can be carried out effectively.

Remuneration Committee

The role of the Remuneration Committee is to provide recommendations to the Board on matters such as:

• directors;
• performance; and
• and senior management.

requirements relating to the preparation and presentation of

fulfil its responsibilities relating to financial statements, internal accounting and financial control

The Audit Committee is currently comprised of Trevor Duff (Chairman) and James Cooney, each of whom is a non-executive director with appropriate financial and business expertise to act effectively as members of the

appropriate remuneration policies and monitoring their implementation including with respect to executives, senior managers and non-executive

nentive schemes designed to enhance corporate and individual

retention strategies for executives

The Remuneration Committee is currently comprised of Trevor Duff (chairman) and James Cooney, both non-executive directors.

The Remuneration Committee will meet at least once a year and at such other times as the chairman of that committee consider of that committee considers necessary.

Communication with Shareholders and the Market

TCI is committed to:

• n ensuring that shareholders and the financial market are provided with timely disclosure about its activities;
• u fully complying with continuous disclosure obligations contained in applicable Listing Rules and the Corporations Act; and
• ensuring that all investors have equal and timely access to material information concerning TCI.

Information is communicated to shareholders through the distribution of the annual report. other reports required by ASX and whenever there are other significant developments to report.

Securities Trading Policy

All TCI's officers, employees and directors are prohibited from dealing in any TCI securities, except while not in possession of unpublished price sensitive information. It is also contrary to the Company's policy for directors and employees to be engaged in short term trading of the Company's securities. Directors and employees are prohibited from dealing in the Company's securities during specified periods prior to the release of the Company's results or before the AGM. Directors must obtain the approval of the Chairman and employees the approval of the Chief Executive Officer prior to dealing in the Company's securities.

$10.4$ Directors' Interests

Other than as set out below or elsewhere in this Prospectus:

• no Director or proposed Director has or has had in the 2 years before lodgement of this Prospectus with ASIC, any interest in the formation or promotion of TCI or in any property acquired or proposed to be acquired by TCI in connection with its formation or promotion or the Offer; and
• no amount has been paid or agreed to be paid to any Director or proposed Director, either to induce them to

become, or to qualify them as, a Director or otherwise for services rendered by the Director in connection with the promotion or formation of TCI or the Offer.

Directors' Shareholders

Directors are not required under the constitution of TCI to hold any Shares in TCI. Upon completion of the Offer, Directors and their Associates will hold relevant interests in the following Shares:

	a sa sa sa san guna sa san an taon an taon an taon an taon an taon an taon an taon an taon an taon an taon an
James Cooney*	45,527,404
Trevor Duff	И ддаааан и дааааааа дашаааааааддуудуудуудуудадааааааааадддуудаааааа
Mark Stackpool
Rod Stanton

*Samaratha Grana, who is married to James Cooney, will also field the same namber of shares in TCI as James Cooney both hafter and after the Offer

Remuneration of Directors $10.5$

The Constitution provides that each Director (other than the Chief Executive Officer or an Executive Director) may be paid remuneration for ordinary services performed as a Director.

Under the ASX Listing Rules, the maximum fees payable to Directors may not be increased without prior approval of TCI at general meeting. Directors will seek approval from time to time as deemed appropriate.

The maximum aggregate remuneration that may be paid to non-executive Directors is \$108,000. This remuneration may be divided among Directors in such fashion as the Board may determine. Notice of any proposed increase in the maximum aggregate remuneration payable to the non executive Directors must be given to members in the notice covering the general meeting at which the increase is to be proposed. Directors will seek approval from time to time as deemed appropriate. The Directors have resolved that the non-executive Directors will be paid no more than \$36,000 per annum.

Executive Directors are full time employees of TCI. No Directors' fees are paid to Mark Stackpool or Rod Stanton in addition to their annual remuneration. Details of remunerations payable under the executive service agreement for Mark Stackpool and Rod Stanton are set out in Section 10.2, paragraphs (d) and (e).

The Directors may also be paid all travelling and other expenses properly incurred by them in attending meetings of the Directors or any committee of Directors or general meetings of TCI or otherwise in connection with their execution of their duties as Directors.

In addition, any Director who is called upon to perform extra services or make special excursions or to undertake any executive or other work for TCI beyond his or her ordinary duties or to go and reside abroad or otherwise for the purposes of TCI may, subject to law, be renumerated either by a fixed sum or a salary as determined by the Directors. This sum may be either in addition to, or in his or her share in the remuneration for ordinary services.

10.6 Interests of Experts and Other Parties

Other than as set out below:

• no person performing a function in a professional, advisory or other capacity for this Prospectus has, or has had in the 2 years before lodgement of the Prospectus with ASIC, any interest in the formation or promotion of TCI or in any property acquired or proposed to be acquired by TCI in connection with its formation or promotion or the Offer; and
• 10.7 Consent and Disclaimer of Liability

Written consents to the issue of this Prospectus have been given and at the date of this Prospectus have not been withdrawn by the following parties:

Coudert Brothers has given and, before lodgement of this Prospectus, has not withdrawn its consent to be named as lawyers to the Offer in the form and context in which it is named. Coudert Brothers specifically disclaims liability to any person in the event of any omission from, or any false or misleading statement included elsewhere in, this Prospectus. While Coudert Brothers has provided advice to the Directors in relation to the issue of this Prospectus and the conduct of due diligence enquiries by TCI and the Directors, Coudert Brothers has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of the Prospectus other than references to its name. The Founders have paid or have agreed to pay approximately \$150,000 in relation to these services provided by Coudert

Brothers, to the date of the Prospectus.

no amount has been paid or agreed

to be paid and no benefit given or

agreed to be given for services rendered

by the person performing a function in

a professional, advisory or other capacity

in connection with the preparation

or distribution of this Prospectus.

Horwath Investment Services Pty Limited has given and, before lodgement of this Prospectus, has not withdrawn its consent to being named and to the inclusion of its Independent Accountant's Review of Directors' Financial Forecasts in this Prospectus in the form and context in which they appear. Horwath Investment Services Pty Limited specifically disclaims liability to any person in the event of any omission from, or any misleading or deceptive statement included elsewhere in, this Prospectus. It has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of the Prospectus other than the Independent Accountant's Review of Directors' Financial Forecasts. The Founders have paid or have agreed to pay approximately \$90,000 in relation to these services provided by Horwath Investment Services Pty Limited, to the date of the Prospectus.

VJ Ryan & Co has given and, before lodgement of this Prospectus, has not withdrawn its consent to be named as auditors of TCI and to the inclusion of its Independent Accountant's Report in the form and context in which it appears. VJ Ryan & Co specifically disclaims liability to any person in the event of any omission from, or any misleading or deceptive statement included elsewhere in, this Prospectus. It has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of the Prospectus other than the Independent Accountant's Report. The Founders have paid or have agreed to pay approximately \$70,000 in relation to these services provided by VJ Ryan & Co, to the date of the Prospectus.

Registries Limited has given and, before lodgement of this Prospectus, has not withdrawn its consent to be named as the share registry of TCI in the form and context in which it is named. It has had no involvement in the preparation of any part of this Prospectus other than assisting in the design of the Application Form and recording its name as share registrar to TCI. Registries Limited specifically disclaims liability to any person in the event of any omission from, or any misleading or deceptive statement included elsewhere in, this Prospectus. It has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of the Prospectus other than the references to its name.

Blackwood Capital has given and, before lodgement of this Prospectus, has not withdrawn its consent to be named as manager and underwriter in the form and context in which it is named. Blackwood Capital specifically disclaims liability to any person in the event of any omission from, or any false or misleading statement included elsewhere, in this Prospectus. It has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of the Prospectus other than the references to its name. The amount which the Founders have agreed to pay Blackwood Capital for these services is set out in section 10.2 $(g)$ .

N M Rothschild & Sons (Australia) Limited has given and, before lodgement of this Prospectus, has not withdrawn its consent to be named as financial advisor in the form and context in which it is named. N M Rothschild & Sons (Australia) Limited specifically disclaims liability to any person in the event of any omission from, or any false or misleading statement included elsewhere, in this Prospectus. It has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of the Prospectus other than the references to its name. The Founders have paid or have agreed to pay approximately \$500,000 in relation to these services provided by N M Rothschild & Sons (Australia) Limited, to the date of the Prospectus.

10.8 Litigation

TCI is not, and has not been, during the 12 months preceding the date of this Prospectus, engaged in any legal proceedings which would be likely to have a material adverse effect on its

business, financial condition or the results of its operations nor, in so far as the Directors are aware, are any such proceedings pending or threatened.

10.9 Expenses of this Offer

No expenses connected with the Offer are being borne by TCI. All expenses will be paid by the Founders. No form of payment of any kind will be made or agreed to be made to any expert or firm other than for cash. The expenses of the Offer (including any applicable GST) are expected to be approximately \$5 million.

Except as set out above or elsewhere in this Prospectus, no sums have been paid or agreed to be paid to any professional adviser or other person in cash, Shares or otherwise by any person in connection with the formation or promotion of TCI. Certain parties and employees of the above firms may subscribe for Shares in the context of the Offer.

10.10 Documents Available for Inspection

Copies of the following documents will be available for inspection free of charge at the registered office of TCI for at least 13 months after lodgement of this Prospectus:

$\blacksquare$ the written consents to the issue of this Prospectus; and

$\blacksquare$ the Constitution of TCI.

10.11 Consent to Lodgement

The Directors consent to, and have authorised the issue of, this Prospectus.

General Terms

\$, A\$	Australian Dollars.
AAPCS	AAP Communications Services Pty Limited (ACN 002 649 229)
Applicant	A person who submits an Application.
Application	A valid application to subscribe for or acquire a specified number of Shares under the Offer.
Application Form	The application form which is attached to and forms part of this Prospectus in relation to the subscription or purchase of Shares.
ASIC	Australian Securities & Investments Commission
Associate	An "associate" as defined in the Corporations Act.
ASX	Australian Stock Exchange Limited
ASX Listing Rules	The official listing rules of the ASX as amended from time to time.
Blackwood Capital	Blackwood Capital Pty Limited (ACN 086 281 950).
Board	The board of Directors of TCI.
CAGR	Compound Annual Growth Rate
CHESS	Clearing House Electronic Subregister System
Closing Date	The date on which applications for Shares closes, expected to be Monday 29 November 2004 unless the Directors, in conjunction with the Lead Manager, exercise their right to vary that date.
Company or TCI	Total Communications Infrastructure Limited (ACN 072 369 870).
Constitution	The constitution of TCL
Corporations Act	Corporations Act 2001 (Cth) as amended from time to time.
Directors	Directors of TCL
EBIT	Earnings before interest and tax.
EBITDA	Earnings before interest, tax, depreciation and amortisation.
Financial Year	A year commencing on 1 July and ending on 30 June of the following year,
Founders	Jim Cooney and Samantha Grant
Free Cash Flows	Net cash from operating activities less net cash from investing activities.
GST	Goods and Services Tax.

Glossary
of Terms

Hutchison	Hutchison Telecommunications (Australia) Limited (ACN 003 677 227), or Hutchison 3G Australia Pty Limited (ACN 096 304 620)
Issue	The issue of Shares pursuant to this Prospectus
Listing Rules	Official Listing Rules of the ASX as amended from time to time.
Management	The senior management of TCL
Net Borrowings	Financial borrowings less cash.
New Shares	The Shares to be issued by TCI pursuant to this Prospectus.
Offer	The offer of Shares under this Prospectus.
Offer Price	\$1.00 per Share.
Offer Shares	The shares to be issued by TCI and sold by the Founders pursuant to this Prospectus.
Optus	Optus Mobile Pty Limited (ACN 054 365 696)
Optus Agreement	The agreement between TCI and Optus dated 2 July 2001 entitled "Agreement - Mobile Network Rollout".
PBA	Personal Broadband Australia Pty Limited (ACN 095 822 905)
PBA Agreement	The agreement between TCI and PBA dated 18 June 2004 entitled "Site Acquisition, Design, Construct and Install Contract".
PE	Price earnings ratio.
Prospectus	This prospectus dated 12 November 2004 for the offer of 60.3 million Shares in TCI as modified by any supplementary prospectus made by TCI and lodged with ASIC from time to time.
Prospectus Exposure Period	The waiting period set out in section 727(3) of the Corporations Act, being a minimum period of seven days after the date of lodgement of this Prospectus with ASIC, during which an Application must not be accepted. ASIC may extend the period to no more than 14 days after the date of lodgement.
Shares	Ordinarv shares in TCI.
Subsidiary	A "subsidiary" as defined in the Corporations Act.
Underwriter	Blackwood Capital.
Unwired	Unwired Group Limited (ACN 008 082 737)
Vodafone	Vodafone Network Pty Limited (ACN 056-161-043)
Vodafone Agreement	The agreement between TCI, Vodafone and AAPCS dated 31 October 2003 entitled "Access and Transmission Network Outsourcing Agreement".

Technical Terms

2.5G	The term used to encompass bridge t third generation wireless communica Radio Service (GPRS) is an example o
2С	The term used to encompass current 's communication. Examples of 2G tec
3G	The term used to encompass the next, to which Improved Mobile Telephone ! Mobile Telecommunications System .
ACIF	Australian Communications Industry
Air interface	In cellular telephone communications, portion of the circuit between the cel (usually portable or mobile) and the
ARPANSA	Australian Radiation Protection and I
Backbone	-------------------------------------- A segment of a network used to conn together. Backbones carry high conce. off ramps of networks.
Base Station or BTS	The Base Transceiver Station or BTS is of radio signals for a mobile phone n other than a picocell will have severa allow it to serve several different frequ (in the case of sectorised Base Station . 1990. – Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan
Broadband	Broadband typically refers to services data transfers at speeds usually above wider spectrum bandwidths are also : 'broadband' term.
BSC	Base Station Controller
BWA	Broadband Wireless Access refers to a broadband data speeds typically abov
CDMA	Code-division multiple access refers to a second-generation (2G) and third-gene As the term implies, CDMA is a form numerous signals to occupy a single t use of available bandwidth,
CPE	Customer Premises Equipment used network. Typical examples include a connect a PC to an external wireless $\iota$
DAS	Distributed Antenna System
DSL	Digital Subscriber Lines. A technolog rates over twisted-pair copper wires (i subscribers and the local telephone e

technologies between second and ations technologies. General Packet of 2.5G technology.

second generation' systems for wireless chnologies are PCS and GSM.

t, third generation wireless technologies,
e Service 2000 (IMT 2000) and Universal
1 (UMTS) belong.

Forum

, the air interface is the radio-frequency llular phone set or wireless modemactive Base Station.

Nuclear Safety Agency

nect smaller segments of networks entrations of traffic between on and

is the actual transmitter and receiver network. Typically a BTS for anything
al different transceivers (TRXs) which uencies or even several different cells ı).

or systems which are able to support 256kbps. Services which occupy sometimes referred to using this $\ddot{\cdot}$

a wireless access layer supporting
we 1Mbps.

any of several protocols used in so-called eration (3G) wireless communications. of multiplexing, which allows transmission channel, optimizing the

to connect the customer to the wireless modem device which network

gy that allows high-speed data transfer (regular phone lines) between
exchange.

EDGE	Enhanced Data GSM Environment. A faster version of the Global System for Mobile (GSM) wireless service, which is designed to enable the delivery of multimedia and other broadband applications to mobile phone and computer users. The EDGE standard is built on the existing GSM standard, using the same time-division multiple access (TDMA) frame structure and existing cell arrangements.
Ethernet	Ethernet is the most widely-installed local area network (LAN) technology. Specified in a standard, IEEE 802.3, Ethernet was originally developed by Xerox and then developed further by Xerox, DEC, and Intel. An Ethernet LAN typically uses coaxial cable or special grades of twisted pair wires. The most commonly installed Ethernet systems are called 10BASE-T and provide transmission speeds up to 10 Mbps. Devices are connected to the cable and compete for access using a Carrier Sense Multiple Access with Collision Detection protocol.
FDD	Frequency Division Duplexing. A method of separating two-way communication systems in frequency. FDD employs two separate spectrum blocks, one for each communication direction, Most common method for use in wireless voice systems.
Frequency	For an oscillating or varying current, frequency is the number of complete cycles per second in alternating current direction. The standard unit of frequency is the hertz, abbreviated Hz. If a current completes one cycle per second, then the frequency is 1 Hz; 50 cycles per second equals 50 Hz (the standard alternating-current utility frequency in Australia).
Gigabits	Billions of bits per second.
GRP	Glass Reinforced Plastic
GSM	Global System for Mobile Communication is a technology that, like TDMA, uses time slots to distribute limited cellular spectrum among many users for both voice and data communications. It is the most popular approach worldwide.
Hertz	Hertz is a unit of frequency (of change in state or cycle in a sound wave, alternating current, or other cyclical waveform) of one cycle per second. It replaces the earlier term of "cycle per second (cps)."
iBurst	US technology company ArrayComm Inc developed the iBurst Personal Broadband System, which is a wireless system created specifically to deliver high-speed, always-on Internet connectivity with the freedom to move - at a cost suitable for consumers. It offers IP-centric integration with existing Internet content and infrastructure while optimizing the benefits of IntelliCell to achieve new levels of spectral efficiency. PBA holds an exclusive licence to distribute iBurst in Australia - and is rolling out a national network to deliver the service.
KPI	Key Performance Indicator
MPLS	Multi-protocol label switching. A way to keep all IP packets from the same voice or video session associated with each other in a common "flow," by adding a special label to the IP packet.
MSC	Mobile Switching Center

Network	A network is an arrangement of devic other. An example of a network is the over which residential and commerci communicate with each other.
Packet switching	A network technique that routes data contains addressing and error checkir data. Packets from a transmission car network such as an X,25 or frame rela end destination.
PCMCIA	Portable computer memory card indu that has developed a standard for per PCMCIA cards are used for function: additional memory.
RF	Radio Frequency. A term that refers to a such that, if the current is input to an generated suitable for wireless broade
SQL	Structured Query Language. A langua query, update, and manage data.
TCP	Transmission Control Protocol. A set Protocol to send data in the form of over the Internet. While IP takes care data, TCP takes care of keeping track (packets) that a message is divided in Internet. Includes sequence numbers can be reassembled at their destinatio
TDD	Time Division Duplexing. A method o systems in time. TDD utilizes the sam directions and does not require paire FDD systems. Are ideal for data only asymmetric nature of data traffic.
TDMA	Time division multiple access is a tec. limited cellular spectrum among mar ommunications. TDMA, like CDMA
Transmission Link	See also Backbone. A transmission lin other network elements to the core netw
Turnkey	A type of outsourcing method that tu responsibility, from design through c
UMTS	Universal Mobile Telecommunication known as "3G" or third generation me systems form the largest group of the
VoIP	Voice over IP refers to a protocol that network between one or more users t ,
WAN	Wide area networks connect compute states or countries.

es that can communicate with each e public switched telephone network al telephones and modems

in units called packets. Each packet n no notice and a stransmitted user
ing bits as well as transmitted user
in be routed individually through a lay network and be assembled at the

ustry association. An industry group ripheral cards for portable computers. s such as modems and for

alternating current having characteristics a antenna, an electromagnetic field is casting and/or communications.

age used by relational databases to

of rules used along with the Internet message units between computers of handling the actual delivery of the of the individual units of data to for efficient routing through the s for each packet so that the packets эn,

of separating two-way communication ne frequency block for bothed spectrum blocks, as is the case for communications given the

chnique that uses time slots to share ny users for voice and data has its largest following in the U.S.

ik is used to connect Base Stations and ork, and to other carriers and customers.

ims over to the contractor total completion of the project.

as System. Also more commonly obile phone system. UMTS W-CDMA IMT-2000 family of standards.

enables speech to be carried over a using Internet Protocol.

ers that are located in different cities,

Wireless Application Protocol. A specification for a set of communication
protocols to standardize the way wireless devices, such as cellular telephones and radio transceivers, can be used for Internet access, including e-mail, the World Wide Web, newsgroups, and Internet Relay Chat. The WAP was conceived by four companies: Ericsson, Motorola, Nokia, and Unwired Planet (now Phone.com). The Wireless Markup Language (WML) is used to create pages that can be delivered using WAP.
Wideband code-division multiple access, an ITU standard derived from code-division multiple access (CDMA), is officially known as IMT-2000 direct spread. W-CDMA is a third-generation (3G) mobile wireless technology offering higher data speeds to mobile and portable wireless devices than current cellular systems.
Wireless Local Area Network
(Wireless Local Loop) High-speed wireless service used to provision local telephone services without laying fiber to individual sites. The main advantage is the ability to bypass the incumbent operators' "last mile" telephone line access charges
The World Wide Web has multimedia capabilities. It links users from one network to another when they "click" on highlighted text. It was developed in 1989 to make information on the Internet more accessible. A browser is required to navigate and access the World Wide Web.
Digital Subscriber Lines. A technology that allows high-speed data transfer rates over twisted-pair copper wires (regular phone lines) between subscribers and the local telephone exchange.

Application Form

If you complete the application form attached on the following pages, you will be providing personal information to TCI directly and/or through the share registry. TCI (and the share registry on TCI's behalf) collects, holds and uses that personal information in order to assess your application, service your needs as an investor, provide facilities and services that you request and carry out appropriate administration of TCI. All personal information collected by TCI will be collected in accordance with the National Privacy Principles set out under the Privacy Act 1988.

Under the Privacy Act 1988, you may request access to your personal information held by (or on behalf of) TCI. In certain circumstance, we may charge a fee to access your personal information, particularly where your request requires compilation of personal information that has been archived or is of a significant size.

Pia cheque here
{do not staple}

		avie aunicion		*** ちょうきこうしゃ	***	ちゅうしゃこうしゃ りょうしゅうしゅうしゃ	***	** りょうしゅうしゅうしゅうしゅう	ちょうりょうしゅうしゅうしゅぎょう
B	anans	I/We locqe full application				15			かかかかかかくかんかん
G		Single/Joint Applicant No.1 - refer overleat for correct for		Gwen nameral			*		えいぶんしょ
		Joint Applicant No.2 or account Designation		Covert vianness			だいたい	かいかん	*
		Joint Applicant No.3 or account Designation		wen name
		Enter your postal address details - include State and Pos Unit muniser Street Name	** シングリング アイディング	Sheet tunned おんじょう あいじょう	2020223 250880282	*	ちょうきょう		Post Office Box of
	SHMATA		なんないというのです かくりんこうりょう	かくろくろうりん	2250200000 1	なんなん などのかない かいかんかんかん	*	** りんだいかん	かいかんこうしょう
		Contact Natio e mai Addresse							Нопе Тете
		CHESS Participant (where applicable)		27 M
Rep		Enter your Tax File Number(s) or exemption category.
	Dram	Lodge your Application Form as soon as possible. They made payable to TCI Float Account Cheque Details		958000000000000000000000000000000000000				Bank
		By locating this application long, livie declare that this app statement on the reverse eights form and agree to be how made by mehrs are complete and accurate, notwithstandir

Application Forms and Instructions to Applicants

Complete all relevant sections of the Application Form using BLOCK LETTERS. If you have any questions on how to complete this Application Form please telephone the number below.

Post or deliver the completed Application Form together with your cheque to the following address:

TCI Share Offer

Blackwood Capital Pty Limited Level 16 60 Castlereagh Street Sydney NSW 2000

• A. Write your FULL NAME in Box A. This must be either your own name or the name of a company. You should refer to the examples noted for the correct forms of name which can be registered. Applications using the incorrect form of name may be rejected. If your Application Form is not. completed correctly, or if the accompanying payment is for the wrong amount, it may still be treated as valid. Any decisions as to whether to treat your application as valid, and how to construe, amend or complete it, shall be final. You will not, however, be treated as having offered to subscribe for more Shares and Options than is indicated by the amount of the accompanying cheque for the application monies referred to in Box B.
• B. Enter a TAX FILE NUMBER or exemption category beside your name in Box G. Collection of Tax File Numbers is authorised by taxation laws. Quotation of your Tax File Number is not compulsory and will not affect your application.
• C. Enter your POSTAL ADDRESS for all correspondence in Box D. All communications to you from TCI's Registry (shareholding

statement, annual/interim reports, correspondence, etc) will be mailed to the person(s) and address as shown.

• D. Enter details of contact person, telephone mumber, email address and facsimile number If any enquiries need to be made by TCI or the Registry.
• E. Insert the NUMBER OF SHARES you wish to apply for in Box A.
• F. Insert the amount of your APPLICATION MONIES in Box B. The amount must be equal to the number of Shares applied for (as in-Box E) multiplied by \$1.00 per Share.
• G. Insert the TOTAL AMOUNT OF YOUR CHEQUE(S) in Box H. The total amount of your cheque(s) must equal the total application monies (see Box B). Cheques must be drawn on an Australian bank in Australian currency and made payable to ⁴TCI Float Account" and crossed ⁴NOT NEGOTIABLE". Do not send cash. A separate cheque should accompany each Application Form lodged. No receipts will be issued.
• The Application form does not need to be signed.
• H. CORRECT FORMS OF REGISTRABLE TITLE. Note that ONLY legal entities can hold the Shares. The application must be in the name(s) of a natural person(s), companies or other legal entities acceptable to Total Communications Infrastructure Limited. At least one full given name and surname is required for each natural person. Applications cannot be made by persons under 18 years of age.

Examples of the correct form of registrable title are set out below:

Superanmuation Funds	John Smith Pty Limited	John Smith Superannuation Fund
Clubs/Unincorporated Bodies	Mr John David Smith	Smith Investment Club
Partnerships	Mr John David Smith & Mr Ian Lee Smith ակ/խապ/ինինինինինիատ/ինատակ/ինատան/ինակ/ատասատատակ/ինակ/ինակինատասատան/ինակինինատասատակ/իկ/ին/իստանակ/իստակինին/ինատակինին/ինատակ/ինին/ինատակինին/ին	John Smith & Son
Deceased Estates	Mr Michael Peter Smith $and A model {\color{red}A} and {\color{red}B} and {\color{red}A} and {\color{red}A} and {\color{red}A} and {\color{red}A} and {\color{red}A} and {\color{red}A} and {\color{red}A} and {\color{red}A} and {\color{red}A} and {\color{red}A} and {\color{red}A} and {\color{red}A} and {\color{red}A} and {\color{red}A} and {\color{red}A} and {\color{red}A} and {\color{red}A} and {\color{red}A} and {\color{red}A} and {\color{red}A} and {\color{red}A} and {\color{red}A} and {\color{red}A} and {\color{red}A} and {\color{red}A} and {\$	John Smith (Deceased)
Trusts	Mr John David Smith	John Smith Family trust

E TAMAR KANA Jim Cooney Chairman Trevor Duff Non Executive Director Rod Stanton, Chief Executive Officer a katika wakazi wa mshindi wa 1979 Nick Geddes Australian Company Secretaries Piv Ltd Tana ay amin'ny fivondronan- Australian Company Secretaries Pty Ltd. Level 5, National Australia Bank House 255 George Street Sydney NSW 2000 EN MARK EN LAND Level 1, 118 120 Pacific Highway St Leonards NSW 2065 a katika mata ya katika mwaka wa 1979 Level 21, 120 Collins Street Melbourne VIC 3000 NA MARKA MARKA VI Ryan & Co Level 5, 255 George Street Sydney NSW 2000 a masa na mga mga mga mga mga mga mga mga mga mg VI Ryan & Co Level 5, 255 George Street Sydney NSW 2000 a ya katika mwaka wa 1999.
Matukio Blackwood Capital Level 16, 60 Castlereagh Street Sydney NSW 2000 Horwath Investment Services Pty Ltd. Level 10, 1 Market Street Sydney NSW 2000 e de la componenta Condert Brothers Level 8. Gateway A Macquarie Place Sydney NSW 2000 STANDOR STANDARD Registries Limited Level 2, 28 Margaret Street Sydney NSW 2000

Mark Stackpool, Chief Financial Officer

Total Communications Infrastructure Limited N M Rothschild & Sons (Australia) Imuted in in the said of the state of the state of the state of the state of the

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