M2 : Scheme Booklet dispatch and Proxy Form

85c459ae-eff0-4ffd-9fca-6ce397ce7eec.pdf

M2 GROUP LTD (ASX: MTU)

ASX RELEASE

SCHEME BOOKLET DISPATCHED TO SHAREHOLDERS

Monday, 21 December, 2015: M2 Group Ltd ("M2", ASX: MTU) confirms that the attached Scheme Booklet and Proxy Form relating to M2's proposed merger with Vocus Communications Limited (ASX: VOC), being implemented by way of an M2 Scheme of Arrangement, were dispatched to shareholders today. M2 shareholders are encouraged to read the Scheme Booklet in its entirety as it contains important information about the Scheme.

Shareholders should allow a minimum of four days for delivery within Australia. The Booklet can also be accessed online via www.m2.com.au/scheme-booklet or www.asx.com.au.

ENDS

MEDIA & INVESTOR CONTACT DETAILS

Vocus

Greg Slade

p: [phone]

e: [e-mail]

M2

Debra Mansfield

p: [phone]

e: [e-mail]

M2 Group Ltd (ASX: MTU) Level 10, 452 Flinders Street Melbourne VIC 3000

ABN 74 091 575 021 P [phone] F [phone] www.m2.com.au

SCHEME BOOKLET

For a scheme of arrangement in relation to the proposed acquisition of all of your shares in M2 Group Ltd (ACN 091 575 021) by a wholly-owned subsidiary of

Vocus Communications Limited (ACN 084 115 499)

Time and date of Scheme Meeting

Time: 10.30am Date: 28 January 2016

Place: The Auditorium, Mezzanine Level, 452 Flinders Street, Melbourne, Victoria

VOTE IN FAVOUR

THE M2 DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOUR OF THE SCHEME, IN THE ABSENCE OF

A SUPERIOR PROPOSAL.

THE INDEPENDENT EXPERT HAS CONCLUDED THAT THE MERGER IS IN THE BEST INTERESTS OF M2 SHAREHOLDERS, IN THE ABSENCE OF A

SUPERIOR PROPOSAL.

This Booklet is an important document for all M2 Shareholders and requires your immediate attention. You should carefully read this Booklet in its entirety before deciding how to vote on the Scheme. If you are in any doubt as to what you should do, you should consult an independent, appropriately licensed and authorised financial, legal and/or taxation adviser without delay.

If you have any questions or require further information in relation to this Booklet or the Scheme you should call the M2 Shareholder Information Line on 1300 853 781 (callers within Australia) or [phone] (callers outside Australia) on Business Days between 8.30am and 5.30pm (Melbourne time).

Financial Adviser Legal Adviser

Important notices and disclaimers

General

This Booklet is an important document for all M2 Shareholders and requires your immediate attention. If you have sold all of

your M2 Shares as at the date of this Booklet, please ignore this Booklet and kindly recycle. If you are an M2 Shareholder, you should carefully read this Booklet in its entirety before deciding how to vote on the Scheme.

In particular, it is important that you consider the reasons to vote in favour of the Scheme and the reasons why you may not want to vote in favour of the Scheme which are set out in Sections 3.2 and 3.3 of this Booklet, the risks associated with the Scheme which are set out in Section 8 of this Booklet and the views of the Independent Expert which are set out in the Independent Expert's Report in Appendix 1 to this Booklet.

If you are in any doubt as to what you should do, you should consult an independent, appropriately licensed and authorised financial, legal and/or taxation adviser without delay.

Purposes of this Booklet

The purposes of this Booklet are to:

• provide you with information about the proposed acquisition of M2 by a wholly- owned subsidiary of Vocus;

• explain the terms and effect of the Scheme;

• explain the manner in which the Scheme will be considered and, if approved, implemented;

• provide you with certain information such as is prescribed by the Corporations

  Act 2001 (Cth) (Corporations Act) and the Corporations Regulations or as is otherwise material to your decision to vote in favour of, or against, the Scheme; and

• include the explanatory statement required by Part 5.1 of the Corporations Act in relation to the Scheme.

This Booklet is not a prospectus lodged under Chapter 6D of the Corporations Act in respect of New Vocus Shares. Section

708(17) of the Corporations Act provides that an offer of shares does not need disclosure under Chapter 6D if it is made under a compromise or arrangement under Part 5.1 of the Corporations Act and approved at a scheme meeting held as a result of an order made by a court under section 411(1) or (1A) of the Corporations Act.

Responsibility for information

Other than as set out below, this Booklet has been prepared by, and is the responsibility of, M2.

1. The Vocus Information has been prepared by, and is the responsibility of, Vocus. The M2 Parties do not assume any responsibility for the accuracy or completeness of the Vocus Information.

2. The Independent Expert's Report contained in Appendix 1 to this Booklet has been prepared by, and is the responsibility of, the Independent Expert. The M2 Parties do not assume any responsibility for the accuracy

   or completeness of the Independent Expert's Report except in relation to information provided by them to the Independent Expert or its directors, officers or employees for the purposes of the Independent Expert preparing its report. The Independent Expert and its directors, officers and employees are not responsible for the accuracy and completeness of any other part of this Booklet.

3. The Independent Limited Assurance Report contained in Appendix 2 to this Booklet has been prepared by, and is the responsibility of, the Investigating Accountant. The M2 Parties and the Vocus Parties do not assume any responsibility for the accuracy or completeness of the Independent Limited Assurance Report.

4. KPMG has reviewed the Australian taxation implications of the Scheme contained in Section 9 in its capacity as the Australian tax advisor to M2 on this transaction.

Role of ASIC and ASX

A copy of this Booklet was provided to ASIC for examination in accordance with section 411(2) of the Corporations Act and has been lodged with, and registered by, ASIC under section 412(6) of the Corporations Act. M2 has asked ASIC to provide a statement, in accordance with section 411(17)(b) of the Corporations Act, that ASIC has no objection to the Scheme. If ASIC provides that statement, it will be produced to the Court on the Second Court Date.

A copy of this Booklet has also been lodged with ASX.

None of ASIC, ASX nor any of their officers takes any responsibility for the content of this Booklet.

Important notice associated with Court order under section 411(1) of the Corporations Act

The fact that, under section 411(1) of the Corporations Act, the Court has ordered that the Scheme Meeting be convened and has directed that the explanatory statement accompany the Notice of Meeting does not mean that the Court:

1. has formed any view as to the merits of the Scheme or as to how you should

   vote on the Scheme (on this matter you must reach your own decision);

2. has prepared, or is responsible for, the content of this Booklet; or

3. has approved or will approve the terms of the Scheme.

If you wish to oppose approval of the Scheme at the Second Court Hearing, you may do so by filing with the Court and serving on M2 a notice of appearance in the prescribed form together with any affidavit that you propose to rely on. You may appear at the Second Court Hearing to be held at 10.00am on 5 February 2016 at the Supreme Court of Victoria,

210 William St, Melbourne VIC 3000.

Investment decisions

This Booklet does not take into account your individual investment objectives, financial situation or needs. You must make your own decision in this regard.

The information and recommendations contained in this Booklet do not constitute, and should not be taken as, financial product advice.

The information in this Booklet should not be relied upon as the sole basis for any investment decision. If you are in any doubt

as to what you should do, you should consult an independent, appropriately licensed and authorised financial, legal and/or taxation adviser without delay.

Forward looking statements

This Booklet contains certain forward looking statements. You should be aware that there are risks (both known and unknown), uncertainties, assumptions and other important factors that could cause the actual conduct, results, performance or achievements of M2, Vocus or the Merged Group to be materially different from the future conduct, results, performance or achievements expressed or implied by such statements or that could cause the future conduct to be materially different from historical conduct. Deviations as to future conduct, market conditions, results, performance and achievements are both normal and to be expected.

Forward-looking statements generally may be identified by the use of forward-looking words such as 'aim', 'anticipate', 'believe', 'estimate', 'expect', 'forecast', 'foresee', 'future', 'intend',

'likely', 'may', 'planned', 'potential', 'should', or other similar words.

None of the M2 Parties, the Vocus Parties or any other person gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Booklet will actually occur. You are cautioned against relying on any such forward looking statements.

The historical financial performance of M2 or Vocus is no assurance or indicator of future financial performance of the Merged Group (or M2 or Vocus in the scenario where the Scheme does not proceed). Neither M2 nor Vocus guarantees any particular rate of return or the performance of the Merged Group, nor do they guarantee the repayment of capital or any particular tax treatment in respect of any investment in the Merged Group.

The forward looking statements in this Booklet reflect views held only as at the date of this Booklet. Additionally, statements of the intentions of Vocus reflect their present intentions as at the date of this Booklet and may be subject to change.

Subject to the Corporations Act and any other applicable laws or regulations, M2 and Vocus disclaim any duty to update any forward looking statements other than with respect to information that they become aware of prior to the Scheme Meeting which is material to making a decision whether or not to vote in favour of the Scheme.

Chapter Title 1

Implied value

Any reference to the implied value of the Scheme Consideration should not be taken as an indication that M2 Shareholders

will receive cash. The implied value of the Scheme Consideration is not fixed. As M2 Shareholders are being offered New Vocus Shares as consideration for their M2 Shares under the Scheme, the implied value of the Scheme Consideration will vary with the market price of New Vocus Shares. If you are an Ineligible Foreign Shareholder, this also applies to the New Vocus Shares which will be issued to the Sale Nominee and sold on the ASX by the Sale Nominee. Any cash remitted to Ineligible Foreign Shareholders from the net proceeds of such sales by the Sale Nominee will depend on the market

price of New Vocus Shares at the time of sale by the Sale Nominee.

Notice to M2 Shareholders in jurisdictions outside Australia

The release, publication or distribution of this Booklet (electronically or otherwise) may be restricted by law or regulation in jurisdictions other than Australia and if you are outside Australia and come into possession of this Booklet, you should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations.

This Booklet has been prepared in accordance with the laws and regulations of Australia and the information contained in this Booklet may not be the same as that which would have been disclosed if this Booklet had been prepared in accordance with the laws and regulations outside Australia.

This Booklet and the Scheme do not in any way constitute an offer of shares in any place in which, or to any person to whom, it would not be lawful to make such an offer.

A Scheme Shareholder will be an Ineligible Foreign Shareholder if their address as shown in the M2 Register (as at the Record Date) is a place outside of Australia and

its external territories, New Zealand, Hong Kong, Singapore, the United Kingdom and the states of California, Florida, Georgia, Minnesota, New York, Texas, and Virginia in the United States of America, unless Vocus is satisfied, acting reasonably, that it is permitted to allot and issue New Vocus

Shares to that Scheme Shareholder pursuant to the Scheme by the laws of that place either unconditionally or after compliance with conditions that Vocus in its sole discretion regards as acceptable and not unduly onerous or impracticable.

If you are an Ineligible Foreign Shareholder, you will not be able to receive New Vocus Shares. Any New Vocus Shares to which you would otherwise be entitled will be

issued to the Sale Nominee and dealt with as described in Section 10.6.1 of this Booklet.

For details regarding Ineligible Foreign Shareholders and foreign selling restrictions that apply in connection with the Scheme, you should refer to Sections 1.4 and 10.6 of this Booklet.

Notice to M2 Shareholders in Hong Kong

The contents of this Booklet have not been reviewed or approved by any Regulatory Authorities in Hong Kong. Recipients are advised to exercise caution in relation to any offer of New Vocus Shares by Vocus. If you are in any doubt as to what you should do, you should consult an independent, appropriately licensed and authorised

financial, legal and/or taxation adviser without delay.

New Vocus Shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document other than:

1. to a "professional investor" as defined under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and any rules made under that ordinance; or

2. in other circumstances which do not result in the document being a "prospectus" as defined under the Companies (Winding Up and

Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) or which do not constitute an offer to the public within the meaning of that ordinance.

Further, no person shall issue or have in its possession for the purpose of issue, whether in Hong Kong or elsewhere, any

advertisement, invitation or document relating to New Vocus Shares, which is directed

at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Vocus Shares which are or are intended to be disposed of only to persons outside Hong Kong or to "professional investors" as defined in the Securities and Futures Ordinance and any

rules made under that ordinance or to other legally permitted Hong Kong investors.

The information relating to the offering contained herein may not be used other than by the person to whom it is addressed and may not be reproduced in any form or transferred to any person in Hong Kong.

This Booklet and the Scheme are not an offer for sale of New Vocus Shares to the public in Hong Kong and it is not the intention of Vocus that New Vocus Shares be offered for sale to the public in Hong Kong. A person acquiring New Vocus Shares under the Scheme must not offer those New Vocus Shares or any of them for sale to the Hong Kong public within 6 months after their allotment.

Notice to M2 Shareholders in New Zealand

This Booklet does not constitute a New Zealand product disclosure statement, prospectus or investment statement and has not been registered, filed with or approved by any New Zealand Regulatory Authority under or in connection with the Securities Act 1978 (NZ) or the Financial Markets Conduct Act 2013 (NZ). This Booklet is being distributed in New Zealand only to persons to whom New Vocus Shares may be offered in New Zealand

pursuant to the Securities Act (Overseas Companies) Exemption Notice 2013 (or any replacement of that notice).

The offer of the New Vocus Shares will comply with the laws of Australia applicable to the offer of the New Vocus Shares. Further, it is a term of the Scheme that the New Vocus Shares will be quoted on the ASX at the time of their allotment.

The taxation treatment of Australian securities is not the same as for New Zealand securities. The offer of New Vocus Shares may involve a currency exchange risk as

they will be quoted on the ASX in Australian dollars.

If you are in any doubt as to what you should do, you should consult an independent, appropriately licensed and authorised financial, legal and/or taxation adviser without delay.

Notice to M2 Shareholders in Singapore

This Booklet has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Booklet and any other document or material in connection with the Scheme, or invitation for subscription or purchase, of New Vocus Shares may not be circulated or distributed, nor may New Vocus Shares be offered or sold, or be made the subject of an invitation for subscription

or purchase, whether directly or indirectly, to persons in Singapore other than pursuant to, and in accordance with, the conditions of an exemption under any provision of Subdivision

(4) of Division 1 of Part XIII of the Securities and Futures Act, Chapter 289 of Singapore, save for Section 280.

Notice to M2 Shareholders in the United Kingdom

Neither the information in this Booklet nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom or approved by a person authorised under the Financial Services and Markets Act 2000, as amended (FSMA). No prospectus (within the meaning of Section 85 of FSMA) has been published or is intended to be published in respect of New Vocus Shares. New Vocus Shares may not be offered or sold in the United Kingdom by means of this Booklet, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to Section 85(1) of FSMA.

This Booklet should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom. Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of FSMA) received in connection with the issue or sale of New

Vocus Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in

circumstances in which Section 2l(l) of FSMA does not apply to Vocus.

Important notices and disclaimers 1