Atturra : Merger creating one of Aust's largest IT Services businesses

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Atturra Limited

ABN: 34 654 662 638

ASX Announcement

30 June 2022

ASX Announcement

Merger creating one of Australia's largest IT Services businesses

Highlights

• Atturra Limited (ASX:ATA) (Atturra) and MOQ Limited (ASX:MOQ) (MOQ) are pleased to announce that MOQ and Atturra Holdings Pty Ltd (a wholly owned subsidiary of Atturra) (Atturra Holdings) have entered into a binding Scheme Implementation Deed (SID) under which Atturra Holdings will acquire 100% of the ordinary shares in MOQ pursuant to a scheme of arrangement (Scheme)
• If the Scheme is implemented, MOQ shareholders will receive total cash consideration of $0.05 per MOQ share (Scheme Consideration)
• The Scheme Consideration represents an equity value of MOQ of approximately $15.5m1
• The combination of the two companies creates one of Australia's largest, nationwide, IT
  Services businesses, enhancing the breadth of services able to be provided to customers and produces attractive growth opportunities for employees
• The MOQ Directors unanimously recommend that MOQ shareholders vote in favour of the Scheme, in the absence of a superior proposal and, in the event that MOQ elects to appoint an Independent Expert, subject to the Independent Expert concluding (and continuing to conclude at all times prior to the Second Court Date) that the Scheme is in the best interests of MOQ shareholders
• MOQ's Directors, and CEO Peter Ward, intend to vote all shares they hold or control (which currently represents approximately 34.1% of the shares on issue) in favour of the Scheme
• The implementation of the Scheme is subject to a number of customary conditions, including the approval by MOQ shareholders and the Federal Court of Australia, and is not subject to financing or due diligence conditions

Transaction Summary

The merger will be implemented via a court-approved scheme of arrangement pursuant to which Atturra will acquire 100% of the ordinary shares in MOQ.

Scheme Consideration is as follows:

• Cash consideration of $0.05 for every 1 MOQ share held

1 Based on 310,326,182 MOQ ordinary shares on issue upon implementation of the Scheme

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The offer value of $0.05 per MOQ share represents total equity value of $15.5m.

The Scheme is subject to certain conditions precedent which are set out in the SID, including MOQ shareholder and court approval of the Scheme and ASIC and other regulatory approvals.

The Scheme is not subject to any financing or due diligence conditions.

The SID also contains certain exclusivity provisions, including no shop restrictions, no talk restrictions, notification of approaches and a matching right in favour of Atturra Holdings. The SID (a full copy of which is attached to this announcement) contains further details on the conditions precedent for the Scheme, exclusivity provisions and consideration to be provided under the transaction.

Transaction Rationale

The proposed merger is consistent with the strategic objectives of both organisations, creating one of Australia's largest IT Services businesses. Atturra for example foreshadowed in its Prospectus to potentially expand in the managed services area through acquisition, which is one of the key revenue streams for MOQ.

The transaction also provides significant opportunities to leverage each organisation's collective expertise in Microsoft technologies, provides additional revenue opportunities across each organisation's client bases and accelerates growth opportunities across all states and territories.

The combined group's current and future talent will be able to benefit from the transaction, through access to a larger resource base and expanded service offering, leading to growth and development opportunities.

Atturra is experienced in integrating and growing organisations that it acquires. MOQ provides an opportunity to leverage that experience to accelerate long term strategy.

Commenting on the Merger, Stephen Kowal, CEO of Atturra, said:

Atturra is very excited to have an Australian IT Services icon join the team. The combination of MOQ and Atturra accelerates Atturra's growth and is a positive step towards the fulfillment of our Vision in becoming Australia's leading IT Solutions and Advisory organisation. This acquisition is directly aligned to our prospectus objective to expand our managed services through potential acquisition. Post- acquisition Atturra plans to invest heavily in the MOQ business to accelerate its growth, and to ensure that appropriate systems and practises are in place to support the growth.

We see this more as a strategic partnership allowing Atturra to grow its national presence across target industries. It also provides both teams with further access to growth as there is very little client overlap. I am looking forward to working with the MOQ staff and believe we can provide them with a great future.

MOQ Board Recommendation and Shareholder Support

The MOQ Directors unanimously recommends that MOQ shareholders vote in favour of the Scheme, in the absence of a superior proposal and, in the event that MOQ elects to appoint an Independent Expert, subject to the Independent Expert concluding (and continuing to conclude at all times prior to the Second Court Date) that the Scheme is in the best interests of MOQ shareholders. Subject to those

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same qualifications, each Director of MOQ intends to vote all MOQ shares they hold or control in favour of the Scheme.

The Scheme provides MOQ and its shareholders with the following benefits:

• Immediate value realisation: The Scheme is 100% cash, providing MOQ shareholders with certainty of value and the opportunity to realise their investment for cash, in full;
• Commercial certainty: Atturra has deep IT Services and previous transaction experience and is in a sound financial position, enabling it to efficiently undertake and complete the Scheme; and
• Support of the growth of MOQ: Atturra has sufficient operating experience and access to funding to support the combined group's current operations and growth, providing enhanced service capability for clients and significant growth and development opportunities for all employees

Commenting on the Merger, David Shein, Non-Executive Chairman of MOQ, said:

"The Board of MOQ views the Atturra offer as a compelling opportunity for MOQ shareholders to realise immediate value for their shareholding.

We are confident that this merger will have a positive impact for both our existing and future customers by leveraging the combined group's significant experience, product knowledge, IT expertise and resources.

The Atturra transaction will provide significant career opportunities for our staff and we look forward to the journey ahead".

Indicative Timetable and Next Steps

A Scheme Booklet containing information relating to the proposed transaction, reasons for the MOQ Directors' recommendation, and details of the Scheme meeting is expected to be sent to MOQ Shareholders in the coming weeks.

Advisers

ANZ Corporate Advisory is acting as financial and corporate adviser and HWL Ebsworth is acting as legal adviser to Atturra.

Monash Advisory is acting as financial adviser and Thomson Geer is acting as legal adviser to MOQ.

- ENDS -

This announcement has been authorised for release by the Board of Atturra Limited.

About Atturra

Atturra is an ASX-listed technology business providing a range of enterprise advisory, consulting, IT services and solutions with a focus on local government, utilities, education, defence, federal

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government, financial services and manufacturing industries. Atturra has partnerships with leading global providers including Microsoft, Boomi, Software AG, OpenText, Smartsheet, QAD, Infor and Solace and its clients are some of the largest public and private-sector organisations in Australia. For more information visit: www.atturra.com

About MOQ

MOQ Limited is a global award winning provider of market leading services and solutions, including Consulting, Integration, Managed Services and Solutions around data, applications, and infrastructure that enables digital business. Core to MOQ's strategy is to build annuity revenue streams through high value managed services and commercialised IP such as the Virtual DBA service and to capitalise on the rapidly growing digital economy. For more information visit: https://www.moq.com.au/

Key Contacts

For further information on the Merger and Scheme, please contact:

Atturra	MOQ
Stephen Kowal	Peter Ward
Chief Executive Officer	Chief Executive Officer & Executive Director
M: [phone]	M: [phone]
E: [e-mail]	E: [e-mail]

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Scheme Implementation Deed

Atturra Holdings Pty Ltd

and

MOQ Limited

Ref GWH:1111261

Legal/78996191_2	Level 14, Australia Square, 264-278 George Street, Sydney NSW 2000 Australia	Telephone [phone]
Doc ID 965797993/v1 GPO Box 5408, Sydney NSW 2001 Australia	Facsimile 1300 369 656 (Australia) [phone] (International)
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