Vocus : Becoming a substantial holder

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial shareholder

To Company Name/Scheme

VOCUS GROUP LIMITED

ACN

ACN 084 115 499

1. Details of substantial holder

Name

The Goldman Sachs Group, Inc. ("GSGI") on behalf of itself and its subsidiaries ("Goldman Sachs Group") including its significant subsidiaries listed in Annexure A ("Significant Subsidiaries") and Goldman Sachs Holdings ANZ Pty Limited and its subsidiaries ("Goldman Sachs Australia Group")

ACN/ARSN (if applicable)Not applicableThe holder became a substantial holder on

17 March 2021

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities	Number of securities	Persons' votes	Voting power
Fully Paid Ordinary Shares	31,185,490	31,185,490	5.02%

3. Details of relevant interests

The nature of the relevant interest the substantial holder had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest	Class and number of securities
GSGI	GSGI has a relevant interest in fully paid ordinary shares by virtue of section 608(3) of the Corporations Act 2001.	31,185,490	Fully Paid Ordinary Shares
Goldman Sachs Asset Management, L.P. ("GSAMLP")	GSAMLP has a relevant interest in fully paid ordinary shares in its capacity as investment manager for a range of client portfolios.	49,642	Fully Paid Ordinary Shares
Goldman Sachs Financial Markets Pty Ltd ("GAUS")	GAUS beneficially owns fully paid ordinary shares.	25,815,241	Fully Paid Ordinary Shares
Goldman Sachs International ("GSI")	GSI beneficially owns fully paid ordinary shares.	3,178,530	Fully Paid Ordinary Shares
Goldman Sachs Australia Pty Ltd ("GSA")	GSA beneficially owns fully paid ordinary shares.	2,142,077	Fully Paid Ordinary Shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Class and number of securities
GSAMLP	Bank of New York Mellon	Various Clients	49,642	Fully Paid Ordinary Shares
GAUS	HSBC Custody Nominees Australia Limited	GAUS	25,815,241	Fully Paid Ordinary Shares
GSI	HSBC Custody Nominees Australia Limited	GSI	3,178,530	Fully Paid Ordinary Shares
GSA	HSBC Custody Nominees Australia Limited	GSA	2,142,077	Fully Paid Ordinary Shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of Relevant Interest

Date of Acquisition

Consideration

Class and number of securities

Please refer to Annexure B.

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN (if applicable)	Nature of association
N/A	N/A

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
GSGI	Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801, USA
Goldman Sachs Australia Group	All care of Level 17, 101 Collins Street, Melbourne Victoria 3000, Australia
GSAMLP	Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801, USA
GAUS	Level 17, 101 Collins Street, Melbourne, Victoria 3000, Australia
GSI	Plumtree Court, 25 Shoe Lane, London EC4A 4AU, United Kingdom
GSA	Level 17, 101 Collins Street, Melbourne, Victoria 3000, Australia
HSBC Custody Nominees Australia Limited	GPO Box 5302, Sydney NSW 2001, Australia
Bank of New York Mellon	One Wall Street, 15th Floor, New York, NY 10286

Signature

Print nameRegina Chan

(signing under power of attorney in accordance with section 52 of the Corporations Act)

CapacityAuthorised PersonSign here

Date

19 March 2021

Annexure A

(This is Annexure A of two (2) pages referred to in Form 603, Notice of initial substantial shareholder)

Significant Subsidiaries of The Goldman Sachs Group, Inc.

The following are significant subsidiaries of The Goldman Sachs Group, Inc. as of December 31, 2020 and the states or jurisdictions in which they are organized. Each subsidiary is indented beneath its principal parent. The Goldman Sachs Group,

Inc. owns, directly or indirectly, at least 99% of the voting securities of substantially all of the subsidiaries included below. The names of particular subsidiaries have been omitted because, considered in the aggregate as a single subsidiary, they would not constitute, as of the end of the year covered by this report, a "significant subsidiary" as that term is defined in Rule 1-02(w) of Regulation S-X under the Securities Exchange Act of 1934.