5G Networks Limited (ASX:5GN) signed an agreement to acquire Webcentral Group Limited (ASX:WCG) for approximately AUD 110 million in a reverse merger transaction on July 16, 2021. 5GN shareholders will receive two Webcentral ordinary shares for each 5GN share held at the scheme record date and 5GN will become a wholly owned subsidiary of Webcentral. Upon implementation of the scheme, 5GN shareholders will hold approximately 52% of the combined entity and Webcentral shareholders will own the remaining 48%. Under the merger implementation agreement, Webcentral and 5GN are each bound by customary exclusivity provisions including no talk and no shop, no shop and notification obligations and matching rights in the event of a competing proposal. Webcentral and 5GNhave also agreed reciprocal break fees of AUD 0.5 million in certain circumstances. The transaction is subject to 5GN shareholder approval, court approval, Commonwealth Bank of Australia approval, independent expert concluding that the scheme is in the best interests of 5GNshareholders, Webcentral shareholder approval and no material adverse change or prescribed occurrence. The 5GN shareholders' meeting is expected to be held in October 2021. About 99% of proxy votes lodged by 5GN shareholders to date have voted in favor of the scheme, representing 31% of total shareholder votes. The scheme meeting will be held as a virtual meeting on November 8, 2021. 5GN shareholders are encouraged to lodge their proxy vote prior to the proxy close time on November 6, 2021. Approximately 95% of proxy votes lodged by Webcentral shareholders to date have voted in favor of the resolutions proposed at the extraordinary general meeting, representing 49% of total shareholder votes. The extraordinary general meeting will be held as a virtual on November 3, 2021. Webcentral shareholders are encouraged to lodge their proxy vote prior to the proxy close time on November 1, 2021. Committee of independent Directors of 5GN and Webcentral have unanimously recommended the merger. The 5GN Directors have established a committee of independent Directors, consisting of all 5GN Directors except Joe Demase and Joe Gangi to evaluate the terms of the proposed Scheme, reach an independent conclusion on whether the Scheme is in the best interests of 5GN shareholders, and make an independent recommendation to 5GN shareholders on how to vote on the Scheme. The Webcentral Directors have also established a committee of Independent Directors, consisting of all Webcentral Directors other than Joe Demase. As of October 1, 2021, Court approves convening of Scheme Meeting to be held on November 8, 2021 and distribution of Scheme Booklet. Completion of the merger is expected by October or early November 2021. As of November 3, 2021, shareholders of Webcentral approved the transaction. As of October 22, 2021, the transaction is expected to complete on November 12, 2021, whereas commencement of trading of new Webcentral shares on ASX on a normal settlement basis is expected to occur on November 24, 2021. As of November 8, 2021, shareholders of 5GN approved the transaction. As on November 11, 2021, Federal Court of Australia approved the scheme of arrangement.

5GN intends to appoint PKF Melbourne Corporate Pty Ltd as the independent expert. Michael Wilton and Jake Erman Keogh of Cornwall Stodart acted as legal advisor for Webcentral. Robert Sultan of Norton Rose Fulbright Australia acted as legal advisor for 5GN. Link Market Services Limited acted as registrar for 5GN.