Appendix 3B Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and

documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

M2 Group Ltd ('M2')

ABN

74 091 575 021

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to
be issued

Ordinary shares


2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

763,366


3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid

+securities, the amount

outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Ordinary shares issued in accordance with the M2 Dividend Reinvestment Plan, for the interim dividend for the half year ended 31 December 2014

+ See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement



4 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?
If the additional securities do not rank equally, please state:

the date from which they do

the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

Yes


5 Issue price or consideration Issue Price: $9.9450
6 Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)

Ordinary shares issued in accordance with the M2 Dividend Reinvestment Plan, for the interim dividend for the half

year ended 31 December 2014



7 Dates of entering +securities into uncertificated holdings or despatch of certificates

16 April 2015

8 Number and +class of all

+securities quoted on ASX

(including the securities in clause 2 if applicable)

+ See chapter 19 for defined terms.

Appendix 3B Page 2 24/10/2005

9 Number and +class of all

+securities not quoted on ASX

(including the securities in clause 2 if applicable)

Appendix 3B New issue announcement


10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

N/A

Part 2 - Bonus issue or pro rata issue


11 Is security holder approval required?

N/A


12 Is the issue renounceable or non-­‐
renounceable?

N/A


13 Ratio in which the +securities will be offered

N/A


14 +Class of +securities to which the offer relates

N/A


15 +Record date to determine entitlements

N/A


16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

N/A


17 Policy for deciding entitlements in relation to fractions

N/A


18 Names of countries in which the entity has +security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

N/A


19 Closing date for receipt of acceptances or renunciations

N/A

+ See chapter 19 for defined terms.

1/1/2003 Appendix 3B Page 3

Appendix 3B New issue announcement



20 Names of any underwriters N/A

21 Amount of any underwriting fee or commission

N/A


22 Names of any brokers to the issue

N/A


23 Fee or commission payable to the broker to the issue

N/A


24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders

N/A


25 If the issue is contingent on

+security holders' approval, the

date of the meeting

N/A


26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled

N/A


27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

N/A


28 Date rights trading will begin (if applicable)

N/A


29 Date rights trading will end (if applicable)

N/A


30 How do +security holders sell their entitlements in full through a broker?

N/A


31 How do +security holders sell part of their entitlements through a broker and accept for the balance?

N/A

+ See chapter 19 for defined terms.

Appendix 3B Page 4 1/1/2003

Appendix 3B New issue announcement



32 How do +security holders dispose of their entitlements (except by sale through a broker)?

N/A


33 +Despatch date N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities
(tick one)
(a) Securities described in Part 1
(b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,

employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible

securities

Entities that have ticked box 34(a) Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities
held by those holders
36 If the +securities are +equity securities, a distribution schedule of the additional

+securities setting out the number of holders in the categories

1 -­‐ 1,000
1,001 -­‐ 5,000
5,001 -­‐ 10,000
10,001 -­‐ 100,000
100,001 and over
37 A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

1/1/2003 Appendix 3B Page 5

Appendix 3B New issue announcement Entities that have ticked box 34(b)


38 Number of securities for which

+quotation is sought


39 Class of +securities for which quotation is sought

40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?
If the additional securities do not rank equally, please state:

the date from which they do

the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment


41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)
42 Number and +class of all

+securities quoted on ASX

(including the securities in clause
38)

+ See chapter 19 for defined terms.

Appendix 3B Page 6 1/1/2003

Quotation agreement Appendix 3B New issue announcement

1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX

may quote the +securities on any conditions it decides.

2 We warrant the following to ASX.

The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

There is no reason why those +securities should not be granted

+quotation.

An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-­‐one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

If we are a trust, we warrant that no person has the right to return the

+securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before

+quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Date: 21 April 2015

Company Secretary: Ashe-lee Jegathesan

== == == == ==

+ See chapter 19 for defined terms.

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