M2 : Presentation to Shareholders

PowerPoint Presentation

G R O U P

SCHEME MEETING

Recommended Merger withVocus Communications Limited

28 JANUARY, 2016

Craig Farrow, Chairman

AGENDA

TRANSACTION HIGHLIGHTS

KEY FEATURES OF THE PROPOSED SCHEME

SCHEME TIMETABLE

VOTING AND PROXY RESULTS

TRANSACTION HIGHLIGHTS

• Merger Implementation Agreement with Vocus Communications Limited announced on 28 September 2015

• Implemented via an M2 Scheme of Arrangement under which it is proposed Vocus would acquire all the shares of M2, subject to certain conditions

• Scheme consideration is 1.625 Vocus shares for every M2 share held on the Record Date, in accordance with the Scheme

• The M2 Board has carefully considered the advantages and disadvantages of the Scheme and unanimously recommends that shareholders vote in favour, in the absence of a superior proposal

• An Independent Expert has reviewed the proposal and has concluded that the Merger is in the best interests of Shareholders, in the absence of a superior proposal

KEY FEATURES

• The Merger will result in the creation of a full-service vertically integrated, infrastructure backed trans-Tasman telco with a product and service offering relevant to individuals and corporate and government entities in Australia and New Zealand

• The Merger is expected to result in cost synergies and the potential for revenue synergies

• The Merged Group will have strengthened strategic positioning to capitalise on the NBN and UFB

• The Merged Group is expected to have greater relevance to equity and debt investors through

  increased scale

• The Merged Group is expected to have an improved base to pursue further growth initiatives

• The Merger combines capable and highly experienced boards and management teams with a

  proven track record

• No superior proposal has been received at the date of this meeting

• Your Board of Directors intends to vote all shares held by them in favour of the Scheme