2015 HYRF: Valuation Update Investor Update

6 May 2015

Key Events and Board Recommendation

13 March 2015 - iiNet Limited ("iiNet") and TPG Telecom Limited ("TPG") entered into a Scheme Implementation Agreement under which TPG would acquire 100% of the fully diluted ordinary shares that it does not already own in iiNet1 by way of Scheme of Arrangement, subject to iiNet shareholder approval and other conditions ("Initial Scheme")

27 April 2015 - iiNet confirmed receipt of a non-binding, indicative, incomplete and confidential competing proposal from M2 Group

Limited ("M2 Offer")

30 April 2015 - iiNet issued a "Relevant Notice" to TPG triggering their matching rights under the Scheme Implementation Agreement

5 May 2015 - Prior to the deadline on 5 May 2015, TPG exercised their right to submit a counter proposal and has revised the terms of their offer. TPG's counter proposal is an increased offer of $9.55 cash per iiNet share incorporating a $0.75 special dividend. This includes a capped scrip alternative for iiNet shareholders that elect to roll over their holdings ("Revised TPG Offer")

The iiNet Board has determined the Revised TPG Offer is more favourable to iiNet and iiNet shareholders than the M2 Offer

Board recommendation

The iiNet Board unanimously recommends that iiNet shareholders vote in favour of the Revised TPG Offer, in the absence

of a superior proposal and subject to the Independent Expert concluding that the Revised TPG Offer is in the best

interests of iiNet shareholders.

1. TPG currently owns 6.25% of iiNet.

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Transaction Overview

The Revised TPG Offer consists of an increased offer of $9.55 cash per iiNet share incorporating a $0.75 special dividend and includes a capped scrip alternative to enable iiNet shareholders to choose between receiving consideration in cash or in TPG shares.

Update on

Offer Terms

An increased headline offer price of $9.55 per iiNet Share ("Total Consideration"), inclusive of:

• $8.80 cash or scrip consideration ("Scheme Consideration"), subject to a cap on the scrip consideration; and

• $0.75 cash as a fully franked special dividend ("Special Dividend"), subject to a favourable ruling from the ATO and to the extent permitted by iiNet's retained earnings at the time of declaration

- Should the Special Dividend be less than $0.75 per iiNet Share, TPG will pay the difference in cash

The Revised Offer allows iiNet Shareholders to make an election to receive the Scheme Consideration in cash ("Cash

Election") or in TPG shares ("Share Election"), other than the Special Dividend which will only be paid in cash

• iiNet shareholders who do not make an election will receive their Scheme Consideration in cash

Share Election: iiNet Shareholders who make a Share Election will receive 0.969 TPG shares per iiNet Share plus the

Special Dividend. The total number of new TPG shares available to be issued is capped at c. 27.5 million TPG shares1

Limited

Conditionality

Limited conditionality including Independent Expert's opinion, regulatory approval, iiNet shareholder and Court approval,

no more than a 15% decline in S&P/ASX 200 Index for 5 consecutive days and no Material Adverse Change occurring

Not subject to financing or due diligence

1. If the total number of new TPG shares required to be issued to iiNet Shareholders who make a Share Election exceeds this number, the number of TPG shares each such Shareholder will receive, will be
scaled back pro-rata and the balance of their Scheme Consideration paid in cash. 3

Offer Premiums

The Total Consideration of $9.55 per share represents the following premia relative to iiNet's trading prices1 and TPG's Initial Offer:

$9.55

11% premium

40% premium 46% premium

50% premium

45% premium

$8.60

$6.81

$6.52 $6.37 $6.58

Revised TPG Offer TPG's Initial Offer2

Last close as at 12 March 2015 Five day VWAP to 12 March

For period 19 February 2015 to 30 day VWAP to 12 March 2015

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2015

12 March 2015

1. iiNet Share prices prior to 12 March 2015 have been adjusted for the fully franked 2015 Interim Dividend of $0.105 per iiNet Share, which was declared by iiNet on 18 February 2015 and paid on 30 March
2015. 12 March 2015 being the last day prior to the initial TPG SIA announcement on 13 March 2015.
2. TPG's Initial Offer was announced pre market open on 13 March 2015. The offer of $8.60 per iiNet share excludes the Interim Dividend of $0.105 per iiNet Share.
3. 19 February 2015 being the day iiNet announced its results for the six months ended 31 December 2014 (1H15).

Transaction Rationale and Benefits

1 2 3

1. Includes iiNet net debt of $383m (including Indefeasible Right of Use liability) and underlying iiNet CY14 EBITDA of $197m.
2. The value of franking credits is not the same for all iiNet Shareholders. The use of franking credits and the exact post-tax value realised by iiNet Shareholders will depend on their individual tax
circumstances. iiNet Shareholders should consult their professional taxation adviser in respect of their individual tax situation.

Revised TPG Offer vs. M2 Offer Comparison

Upon careful consideration, the iiNet Board, in conjunction with its advisers, has concluded the Revised TPG Offer is more favourable to iiNet and its Shareholders than the M2 Offer. The key considerations that were taken into account include:

Revised TPG Offer M2 Offer

The headline price of the Revised TPG Offer is at least

$9.55, whereas the

1 implied price of the

M2 Offer, varies with

M2's share price

Special Dividend: up to $0.75 per share with attaching franking credits1

Scrip: Capped scrip alternative

Total Consideration: $9.55 per share under cash offer

Special Dividend: up to $0.75 per share with attaching franking credits1

Scrip component: 0.803 M2 shares for each iiNet share

Including the Special Dividend, the total implied offer price varies depending upon the valuation of M2 shares:

• $9.67, based on M2's last closing price of $11.11

• $9.37 - $9.67, based on M2's closing prices from

announcement2

Both offers have a

2 scrip component

Both offers provide the ability to access the key benefits of receiving scrip and associated capital gains tax rollover relief,

although the scrip alternative in the Revised TPG Offer is capped

The iiNet Board considers that additional upside from synergies under the M2 Proposal is likely to be limited, as the majority of value attributable to potential future synergies has been factored into the price premium offered for iiNet shares

Significant value

3 certainty of the

Revised TPG Offer

The Revised TPG Offer provides significant value certainty for iiNet Shareholders who prefer to receive cash and also flexibility for those who prefer to receive scrip, subject to the cap

1. The value of franking credits is not the same for all iiNet Shareholders. The use of franking credits and the exact post-tax value realised by iiNet Shareholders will depend on their individual tax
circumstances. iiNet Shareholders should consult their professional taxation adviser in respect of their individual tax situation. 6
2. Based on M2's closing share prices from 27 April 2015, being the date of announcement of the M2 Offer, to 5 May 2015.

Timing

The indicative scheme timetable below has been updated following the Revised TPG Offer:

Event Expected date

Lodge Scheme Booklet with ASIC Late May 2015

First Court Hearing Date Early June 2015

Scheme Booklet registered with ASIC Early June 2015

Dispatch of Scheme Booklet Mid June 2015

Scheme Meeting Late July 2015

Second Court Hearing Date Early August 2015

Effective Date Early August 2015

Record Date Early August 2015

Implementation Date Mid August 2015

1. This is an indicative timetable only and is subject to change, including following any regulatory consultation and as may be required by the Court.

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Summary

After careful consideration, the Board of iiNet has determined the Revised TPG Offer is

more favourable to iiNet and iiNet Shareholders than the M2 Offer

The Revised TPG Offer provides a capped scrip alternative which may be attractive for some iiNet shareholders

TPG has communicated its intention to retain the iiNet brand, and accordingly, the high level of customer service that the iiNet brand is renowned for

Board recommendation

The iiNet Board unanimously recommends that iiNet shareholders vote in favour of the Revised TPG Offer, in the absence

of a superior proposal and subject to the Independent Expert concluding that the Revised TPG Offer is in the best

interests of iiNet shareholders.

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Investor and Media Contacts

For further information please contact:

Investor contact:

iiNet Limited

David Buckingham

Chief Executive Officer

E: davidb@staff.iinet.net.au

P: +61 8 9214 2207

Media contact:

FTI Consulting

Shaun Duffy

Senior Managing Director

E: Shaun.Duffy@fticonsulting.com

P: +61 8 9485 8888

Mob: +61 404 094 384

Shareholder information line:

Within Australia: 1300 812 892

Outside Australia: +61 2 9098 9204

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DISCLAIMER

Some of the information contained in this presentation contains "forward- looking statements" which may not directly or exclusively relate to historical facts. These forward-looking statements reflect iiNet Limited current intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, many of which are outside the control of iiNet Limited.

Important factors that could cause actual results to differ materially from the expectations expressed or implied in the forward-looking statements include known and unknown risks. Because actual results could differ materially from iiNet Limited current intentions, plans, expectations, assumptions and beliefs about the future, you are urged to view all forward-looking statements contained herein with caution.

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