asx: 5gn september 2020

5G Networks Investor Presentation

Capital raising to accelerate strategic growth initiativesASX: 5GN

September 2020

Capital raising to accelerate strategic growth initiatives

Capital raising to

accelerate

strategic growth

initiatives

• $30m institutional placement (Placement) comprising the issue of 16.2m shares at a fixed price of $1.85 per share (the Offer)

• Proceeds will provide balance sheet flexibility to:

‒ Potentially fund an acquisition of WCG and refinancing of its outstanding debt;

‒ Should this not eventuate, 5GN has a range of other potential acquisitions which would constitute highly accretive M&A

opportunities in its pipeline; and

‒ Access unique growth opportunities during and post COVID-19

5GN growth

strategy

• 5GN is well-positioned for continued growth in the post COVID-19 environment:

‒ 5GN offers essential digital infrastructure and network services

‒ Increased demand for digital infrastructure due to COVID-19 impacts

‒ More than 80% of 5GN’s revenue is contracted and recurring revenue

• 5GN has a proven track-record of completing and successfully integrating acquisitions since 2017, and remains focused on

synergistic and accretive M&A opportunities

• 5GN is continuing to invest in its cloud, network and data centre infrastructure and services to drive organic growth from new and

existing customers

Trading update

and financial

position

• 5GN reconfirms its FY21 revenue and EBITDA guidance of $60 – 65m and $8 – 8.5m (before material acquisitions) respectively

• Operating cashflow conversion to remain strong in FY21 and FY22

• 5GN will have a pro forma net cash balance of $49.2m as at 30 June 2020 following the Offer, providing it with significant flexibility

to pursue its broad range of growth opportunities

2


Strategic

shareholding in

Webcentral

Group

• 5GN has acquired a 10.2% strategic interest in Webcentral Group Limited (ASX:WCG) (WCG)

• 5GN plans to leverage 5GNs expertise and asset base to improve the profitability of WCG

• 5GN has previously undertaken detailed due diligence on WCG as part of their recent strategic review process

• 5GN intends to use the proceeds of the capital raising to fund a potential acquisition of WCG and refinancing WCG’s outstanding

debt

• 5GN has demonstrated track record in turnaround expertise having previously acquired and improved seven businesses including:

Enspire, Aptel, Anittel / Hostworks, Melbourne Data Centre, Australian Pacific Data Centre, North Sydney Data Centre and ColoAU

• 5GN believes that there are significant synergies and efficiencies that can be delivered across both businesses:

• In a scenario where the businesses are combined, 5GN expects that it can generate synergies across both businesses of

over $7m on an annualised basis;

• On a strategic shareholding basis where 5GN does not have 100%, 5GN expects that it can generate synergies across both

businesses of over $3m on an annualised basis.

• In July 2020, Webcentral Group Limited (Webcentral) announced that it has entered into a scheme implementation deed (Scheme

Implementation Deed) with Web.com Group, Inc. (Web.com)

• 5GN confirms that it does not intend to vote its 10.2% interest in WCG in favour of the scheme with Web.com.

3


Acquisition

Pipeline

• 5GN intends to apply the funds raised under the Offer towards funding a pipeline of acquisitions expected to be completed over

FY21 (Proposed Acquisitions) and working capital;

• The Proposed Acquisitions are targeting specific business segments that will be synergistic and complementary to 5GN’s existing

businesses

Founder

selldown

• Concurrent with the Placement, 5GN founder Joe Demase has agreed to sell 3m shares, representing 16% of his shareholding in

5GN, with pricing of the selldown to be as per the Placement

• Mr. Demase will remain 5GNs largest shareholder with a relevant interest in approximately 16.1m shares, equivalent to 15% of the

ordinary shares of 5GN (post the Offer)

• Mr. Demase is selling the shares in part to satisfy a personal tax obligation and to fund the exercise of any 5GN

options/performance rights which may be exercised in the future

• Mr. Demase is a strong believer in the future prospects of the business and has no immediate plans to sell more shares

4

Strategic shareholding in Webcentral

Group

5

Strategic shareholding in Webcentral Group

Overview and future

intentions

• On 3 September, 5GN acquired a 10% strategic interest in Webcentral Group Limited (ASX:WCG) (WCG)

• 5GN plans to leverage 5GNs expertise and asset base to improve the profitability of WCG

• 5GN has previously undertaken detailed due diligence on WCG as part of their recent strategic review process

• 5GN intends to use the proceeds of the capital raising to fund a potential acquisition of WCG and refinancing WCG’s

outstanding debt

• 5GN has demonstrated a strong track record in turnaround expertise having previously acquired and improved seven businesses

including: Enspire, Aptel, Anittel / Hostworks, Melbourne Data Centre, Australian Pacific Data Centre, North Sydney Data Centre

and ColoAU

Rationale for the

strategic

shareholding

• Significant turnaround opportunity, where 5GN can use its expertise and asset base to add significant value

• The domains and hosting business is complementary to the 5GN offering, with significant opportunities to collaborate to improve

profitability for both businesses

• Opportunity to leverages 5GNs infrastructure and core capabilities to drive profitability across both 5GN and WCG

• WCG is one of the leading domains and hosting businesses in Australia with a large customer base

• Significant footprint in SMBs, which is complementary to the 5GN customer base

• Domains and hosting business represents an infrastructure derived annuity-like revenue stream

6

Strategic shareholding in Webcentral Group

Overview of

Webcentral Group

• WCG, together with its subsidiaries, provides digital solutions predominantly to small and medium businesses (SMB)

• The business predominantly consists of two key segments:

• Domains and hosting: Services include providing domain name registrations and renewals, website and email hosting, and

analysis, as well as Website development services

• Digital marketing: Provides digital marketing solutions, such as search engine optimization, search engine advertising, and

Web design services for small and medium businesses

• With its background in domain name and hosting, WCG predominantly assists SMBs with digital growth solutions including

assisting businesses get online, improve their online performance, and protect their online presence

• The company was formerly known as ARQ Group Limited and changed its name to Webcentral Group Limited in June 2020

Synergies and

efficiencies available

• 5GN will seek to work with the Board and Management of WCG to improve the performance of WCG

• 5GN believes that there are significant synergies and efficiencies that can be delivered across both businesses:

• In a scenario where the businesses are combined, 5GN expects that it can generate synergies across both businesses of

over $7m per annum on a run rate basis;

• On a strategic shareholding basis where 5GN does not have 100%, 5GN expects that it can generate synergies across

both businesses of over $3m per annum on a run rate basis.

WCG’s Scheme

Implementation

Deed with Web.com

• In July 2020, Webcentral Group Limited (Webcentral) announced that it has entered into a scheme implementation deed

(Scheme Implementation Deed) with Web.com Group, Inc. (Web.com) under which Web.com proposes to acquire 100% of the

share capital of Webcentral, by way of a scheme of arrangement (Scheme). Web.com is wholly owned by an affiliate of Siris

Capital Group, LLC, a private equity firm based in New York.

• 5GN confirms that it does not intend to vote its 10.2% interest in WCG in favour of the scheme with Web.com

7

Overview of Webcentral Group

The Webcentral Group is an Australian full-service digital services partner for small and medium businesses in the

various stages of their online journey, from inception to acceleration

Since its incorporation in 1996, Webcentral (previously called Melbourne IT Limited and Arq Group Limited) has helped

the digital success of more than one million Australian and New Zealand small to medium businesses

With roots in domain name and hosting, Webcentral are the small and medium business digital growth solution experts

helping businesses get online, improve their online performance, and protect their online presence

Launched the domain name

industry in Australia in 1996

Helps SMBs establish and

build their social and digital

profile online

Other services include domain

names, website hosting,

website design, online

marketing and website

security

Established in 2008

Leading Australian digital

marketing agency

Specialises in search engine

optimisation, search

marketing, social marketing,

pay-per-click advertising and

digital reputation

management

Products targeted at SMBs

Established in 1997

Provides various digital

solutions to SMBs including

domain names, web hosting,

website design, online

marketing and developing a

suite of email and office

applications

Has a market presence in

Australia with its service

offering targeting SMBs

Established in 1997

New Zealand’s most

experienced accredited

domain name registrar

Offers complete service

offering including domain

names, web hosting, email,

websites, social media

advertising and online

marketing

8

5GN Overview and Strategy

9

About 5G Networks - slide 3 from final Rapid insights

10 10

Equity raising

15

Details of the Offer

Offer structure and size• Primary placement to raise approximately A$30.0 million

• Issue of approximately 16.2 million New Shares (equivalent to 17.7% of total 5GN shares outstanding)

Offer price

• Institutional Placement price will be $1.85 per share representing:

• 13.1% discount to closing price of $2.13 per share on 3 September 2020

• 15.0% discount to 5-day VWAP share price up to and including 3 September 2020

Use of proceeds

• Proceeds will provide balance sheet flexibility to:

‒ Potentially fund an acquisition of WCG and refinancing of its outstanding debt;

‒ Should this not eventuate, 5GN has a range of other potential acquisitions which would constitute highly accretive

M&A opportunities in its pipeline;

‒ Access unique growth opportunities during and post COVID-19

Ranking • New Shares issued in the Offer will rank equally with existing fully paid ordinary shares

Founder selldown

• Concurrent with the Placement, 5GN founder Joe Demase has agreed to sell 3m shares, representing 16% of his shareholding

in 5GN, with pricing of the selldown to be as per the Placement

• Mr. Demase will remain 5GNs largest shareholder with a relevant interest in approximately 16.2m shares, equivalent to 15% of

the ordinary shares of 5GN (post the Offer)

• Mr. Demase is selling the shares in part to satisfy a personal tax obligation and to fund the exercise of any 5GN

options/performance rights which may be exercised in the future

• Mr. Demase is a strong believer in the future prospects of the business and has no immediate plans to sell more shares

16

Offer timetable

Event Date1

Trading halt, announcement of Placement Friday, 4, September

Placement Bookbuild Friday, 4, September

Announce outcome of Placement & recommencement of trading Monday, 7, September

Placement settlement Wednesday, 9, September

Allotment of unconditional placement shares Thursday, 10, September

Notes: 1. All dates and times are indicative and subject to change without notice and have not been confirmed by the ASX. All times are Sydney time unless otherwise specified.

17

Key risks

18

Covid-19

Events related to COVID-19 have resulted in significant market falls and volatility. There is continued uncertainty as to the government response and the likelihood of an Australian economic recession of uncertain duration and severity. If the operations of customers of 5GN are interrupted or suspended for a prolonged period as a result of any such events, there may be a material adverse impact on the operating and financial performance and prospects of 5GN.

There are also other changes in the domestic and global macroeconomic environment associated with events relating to COVID-19 that are beyond the control of 5GN and may be exacerbated in an economic recession or downturn. These include, but are not limited to:

changes in inflation, interest rates and foreign currency exchange rates;

changes in employment level and labour costs;

changes in aggregate investment and economic output; and

other changes in economic condition which may affect the revenue or costs of 5GN.

Transaction risks

There can be no guarantee that an acquisition of WCG will occur. Discussions between 5GN and the WCG Board have not as yet resulted in any consensus. Any acquisition by 5GN of an interest in WCG will occur, if at all, only on terms and conditions acceptable to 5GN.

Reduction or change in demand for ICT Services

The market for data networks services, data centre services, cloud services and managed services (collectively ICT Services) is characterised by rapidly changing technology, frequent new product and competitor introductions, changing laws (for example – data and privacy) as well as changing customer demands, and any reduction in demand for ICT Services or changes in the nature of the demand for ICT Services may impact 5GN significantly.

Financing Risk

5GN may, in the future, require additional debt or equity capital in order to fund growth strategies and / or to refinance its existing debt obligations. There is a risk that 5GN may be unable to access additional debt or equity funding on favourable terms, or at all.

Any drawdown under 5G’s existing debt facility will require 5GN to comply with financial covenants under the facility, being gearing, leverage and interest cover ratios which are tested by reference to quarterly results. There is a risk that 5GN will not be able to draw on the facility if it is unable to meet the financial covenant requirements. If 5GN did draw on the facility and were to breach any of these covenants, the lender could cancel the facility and declare all outstanding amounts immediately due and payable. If that action were to be taken, there is no certainly that 5GN would have access to sufficient cash to meet its repayment obligations or be able to refinance the existing debt on commercially acceptable terms. In those circumstances, 5GN would need to seek waivers or other forms of accommodation. Alternatively, 5GN would need to procure alternative financing arrangements to refinance the debt obligations.

Reliance on Key Management Personnel

5GN depends on the talent and experience of its staff and employees. It is essential that appropriately skilled staff be available in sufficient numbers to support 5GN’s business. While 5GN has initiatives in place to mitigate the risk of its key staff leaving, the loss of such staff may have a negative impact on 5GN.

Infrastructure and Technology Failure

5GN relies on its infrastructure and technology to provide its customers with a highly reliable service. There may be a failure to deliver this level of service as a result of numerous factors, including human error, power loss, improper maintenance by landlords and security breaches. Service interruptions, regardless of their cause, may cause contractual and other losses to 5GN.

Key risks

Supply and Pricing of utilities

5GN and its landlords rely on third party providers for the supply of utilities to its data centres (including electricity and water). There is no guarantee that the third party providers will be able to consistently provide sufficient levels of utilities to 5GN at acceptable costs to satisfy demand requirements.

Funding Risk

5GN has entered into an Underwriting Agreement under which the Lead Manager has agreed to fully underwrite the Placement, subject to the terms and conditions of the Underwriting Agreement. If certain conditions are not satisfied or certain events occur, the Lead Manager may terminate the Underwriting Agreement. The ability of the Lead Manager to terminate the Underwriting Agreement in respect of some events will depend on whether the event has or is likely to have a material adverse effect on the success, marketing or settlement of the Placement, the value of the securities, or the willingness of investors to subscribe for securities, or where they may give rise to liability for the Lead Manager.

Security Risk

Security risks, including physical threats, loss of power, flooding, fire, explosion, aircraft impact, terrorism, malicious damage and external hacking and/ or the malfunction of response equipment may have sustained and adverse impacts on 5GN’s business viability through the loss of future revenues or payment of damages (not otherwise insured).

Future Acquisitions

5GN will evaluate a range of growth driven initiatives in the future, which may include new data centre sites or business acquisitions. However, it expects only to do so to the extent that such acquisitions are in accordance with its growth strategy and complement its existing portfolio. There can be no guarantee that 5GN will identify any future acquisition opportunities or be able to complete future acquisition opportunities on acceptable terms.

Although 5GN intends to undertake comprehensive due diligence before completing any future acquisition, such due diligence may not reveal issues that later impact on the returns from that acquisition or the extent to which the acquisition meets 5GN’s growth strategy.

Litigation / Disputes

5GN may in the ordinary course of business become involved in litigation, arbitration and disputes, for example with its suppliers or clients. Any such litigation, arbitration or dispute could involve significant economic costs and damage to relationships with suppliers, clients and/or other stakeholders. If 5GN is involved in any litigation, arbitration or disputes or protracted settlement negotiations in relation to that litigation, arbitration or dispute, this may disrupt 5GN's business operations, cause 5GN to incur significant legal costs, and may divert management's attention away from the daily operations of the business. Any such outcomes may have an adverse impact on 5GN's business, reputation and financial condition and financial performance.

Competition

5GN operates in a business environment which remains highly competitive. This competitive environment can be significantly affected by local market forces, such as new market entrants, and changes in economic conditions and product demand. Any increased competition from new and existing competitors can impact on 5GN's ability to generate sales, lead to a loss of market share, and cause a decline in profitability. Such changes to the competitive environment in which 5GN operates may have an adverse impact on 5GN's financial position, performance and prospects.

Counterparty risk

There is a risk that counterparties (including customers) may fail to meet their contractual obligations (particularly to the extent that the relevant counterparties are facing financial distress, including as a result of COVID-19) resulting in financial loss to 5GN and impacting on 5GN's business relationships and operations. 5GN cannot guarantee that its counterparties will fulfil these obligations or that 5GN will successfully manage counterparty credit risk. While 5GN holds insurance products to insure credit related losses with policy specifications and insured limits that 5GN considers are customarily carried for similar businesses, the failure of customers to meet their financial obligations to 5GN may adversely impact on 5GN's revenue and the financial position, performance and prospects of 5GN.

Key risks (continued)

General Risks

An investment in 5GN is also subject to general risks including those related to general economic conditions, availability of funding, refinancing requirements, foreign exchange risk, share price volatility, interest rates, debt covenants, financial distress of customers, attracting and retaining employees, health, safety and environment issues, litigation and disputes, financial forecasts, regulatory issues, changes in law, changes in accounting policy and standards, taxation implications, insurance issues, force majeure, counterparty risk, intellectual property risk and reputational risk.

Risks associated with an investment in shares

There are general risks associated with investments in equity capital such as 5GN shares. The trading price of 5GN shares may fluctuate with movements in equity capital markets in Australia and internationally. This may result in the market price for the New Shares being less or more than the Offer Price. Generally applicable factors which may affect the market price of 5GN shares include:

the impact of COVID-19 (or other pandemics or epidemics), including prolonged reduction in activity in the business’ key markets and on 5GN's workforce, industry, customers and supply chains, including as a result of governmental action, work stoppages, lockdowns, quarantines, travel restrictions and the impact on the economics and share markets of the key markets in which 5GN operates;

general movements in Australian and international stock markets;

investor sentiment;

Australian and international economic conditions and outlook;

changes in interest rates and the rate of inflation;

changes in government legislation and policies, including taxation laws;

loss of key personnel and delays in replacement;

announcement of new technologies;

epidemics or pandemics such as COVID-19;

geo political instability, including international hostilities and acts of terrorism, the response to COVID-19 and travel restrictions;

demand for and supply of 5GN shares;

announcements and results of competitors; and

analyst reports.

No assurances can be given that the New Shares will trade at or above the Offer price. None of 5GN, its directors or any other person guarantees the market performance of the New Shares.

The financial position, performance and prospects of 5GN and 5GN's share price may be adversely affected by the worsening of general economic conditions in Australia (including, the adverse impacts of, and the responses to, COVID-19), as well as international market conditions and related factors. It is also possible new risks might emerge as a result of Australian or global markets experiencing extreme stress, or existing risks may manifest themselves in ways that are not currently foreseeable.

Key risks (continued)

Selling jurisdictions

22

This document does not constitute an offer of new fully paid ordinary shares (New Shares) of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.

Hong Kong

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the SFO). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (FMC Act). The New Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:

is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;

meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;

is large within the meaning of clause 39 of Schedule 1 of the FMC Act;

is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or

is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

Jurisdiction Offer Restrictions

This document does not constitute an offer of new fully paid ordinary shares (New Shares) of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.

United Kingdom

Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (FSMA)) has been published or is intended to be published in respect of the New Shares.

The New Shares may not be offered or sold in the United Kingdom by means of this document or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This document is issued on a confidential basis in the United Kingdom to "qualified investors" (within the meaning of Article 2(e) of the Prospectus Regulation (2017/1129/EU), replacing section 86(7) of the FSMA). This document may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company.

In the United Kingdom, this document is being distributed only to, and is directed at, persons:

(i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (FPO), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together relevant persons). The investments to which this document relates are available only to, and any offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

United States

This document may not be released or distributed in the United States.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be illegal. The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold, directly or indirectly, to persons in the United States except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction of the United States.

Singapore

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) of Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the SFA), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) an "accredited investor" (as defined in the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

Jurisdiction Offer Restrictions (continued)

Important Notice

This equity investor presentation (Presentation) is dated 4 September 2020 and has been prepared by 5G Networks Limited (ACN 163 312 025) (5GN) and includes information regarding an institutional placement of new fully paid ordinary shares in 5GN (New Shares), (the Offer or Capital Raising).

Summary information

The information contained in this Presentation is of a general nature and no representation or warranty, express or implied, is provided in relation to the accuracy or completeness of the information.

Wilsons Corporate Finance Limited (ABN 65 057 547 323) (Lead Manager), as lead manager and bookrunner of the Capital Raising, together with its affiliates, related bodies corporate (as that term is defined in the Corporations Act 2001 (Cth) (Corporations Act)) and shareholders, and their respective directors, employees, officers, affiliates, representatives, agents, partners, consultants and advisers (together the Limited Parties) have not authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this Presentation and, except for express references to their name in this Presentation, do not make or purport to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by a Limited Party.

Statements in this Presentation are made only as of the date of this Presentation unless otherwise stated and the information in this Presentation remains subject to change without notice. 5GN is under no obligation to update this Presentation. The historical information in this Presentation is, or is based upon, information that has been released to the market. It should be read in conjunction with 5GN’s other periodic and continuous disclosure announcements to ASX available at www.asx.com.au.

Not an offer

This Presentation is not a prospectus, disclosure document, product disclosure statement or other offering document under Australian law or under any other law. It is for information purposes only and is not an invitation nor offer of securities for subscription, purchase or sale in any jurisdiction. This Presentation does not constitute financial product advice and does not and will not form any part of any contract for the acquisition of New Shares. This Presentation does not purport to contain all the information that a prospective investor may require in evaluating a possible investment in 5GN nor does it contain all the information which would be required in a prospectus prepared in accordance with the requirements of the Corporations Act.

U.S. restrictions

This document may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be illegal. The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold, directly or indirectly, to persons in the United States except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction of the United States.

Limited Parties

The Limited Parties may, from time to time, hold interests in the securities of, or earn brokerage, fees or other benefits from 5GN.

Not investment advice

This Presentation has been prepared without taking account of any person’s investment objectives, financial situation, tax considerations or particular needs and prospective investors should conduct their own independent investigation and assessment of the Capital Raising and the information contained in, or referred to in, this Presentation. An investment in 5GN is subject to investment risk including possible loss of income and principal invested. Please see the ‘Key Risks’ Section of this Presentation for further details.

Important Notice and Disclaimers

25

http://www.asx.com.au/

Financial amounts

All dollar values are in Australian dollars (A$) and financial data is presented as at, or for the period ended, 30 June 2020 unless stated otherwise. 5GN’s results are reported under Australian International Financial Reporting Standards, or AIFRS. The historical information included in this Presentation is based on information that has previously been released to the market. The pro forma historical financial information does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the US Securities and Exchange Commission. Investors should also be aware that certain financial data included in this Presentation may be ‘non-IFRS financial information’ under Regulatory Guide 230 Disclosing non-IFRS financial information published by the Australian Securities and Investments Commission or ‘non-GAAP financial measures’ under Regulation G of the US Securities Exchange Act of 1934. The non-IFRS financial information and these non-GAAP financial measures do not have a standardised meaning prescribed by AIFRS and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with AIFRS. Investors are cautioned, therefore, not to place undue reliance on any non-IFRS financial measures included in this Presentation.

Future performance

This Presentation contains certain ‘forward looking statements’. Forward looking statements can generally be identified by the use of forward looking words such as ‘anticipate’, ‘believe’, ‘expect’, ‘project’, ‘forecast’, ‘estimate’, ‘likely’, ‘intend’, ‘should’, ‘will’, ‘could’, ‘may’, ‘target’, ‘plan’ and other similar expressions within the meaning of securities laws of applicable jurisdictions, and include statements regarding outcome and effects of the equity raising. Indications of, and guidance or outlook on future earnings, distributions or financial position or performance are also forward looking statements. The forward looking statements contained in this Presentation involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of 5GN and the Limited Parties, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. Refer to the ‘Key Risks’ section of this Presentation for a summary of certain risk factors that may affect 5GN. None of the Limited Parties have authorised, approved or verified any forward-looking statements. There can be no assurance that actual outcomes will not differ materially from these forward-looking statements.

Disclaimer

No party other than 5GN has authorised or caused the issue, lodgement, submission, dispatch or provision of this Presentation, or takes any responsibility for, or makes or purports to make any statements, representations or undertakings in this Presentation. No person is authorised to give any information or make any representation in connection with the Capital Raising which is not contained in this Presentation. Any information or representation not contained in this Presentation may not be relied upon as having been authorised by 5GN in connection with the Capital Raising.

To the maximum extent permitted by law, 5GN and its related bodies corporate and their respective officers, directors, employees, agents or advisers, and the Limited Parties, expressly disclaim any and all liability, including, without limitation, any liability arising out of fault or negligence on the part of any person, for any any direct, indirect, consequential or contingent loss, damage, expenses or costs arising out of or incurred by you as a result of your participation in the Capital Raising or arising from the use of the information in this Presentation or otherwise arising in connection with this Presentation or the Offer. No representation or warranty, express or implied, is made by 5GN or its related bodies corporate or any of their respective officers, directors, employees, agents or advisers, nor any Limited Party as to the currency, accuracy, reliability, completeness or fairness of the information, opinions and conclusions contained in this Presentation. In particular, the Limited Parties have not independently verified such information and take no responsibility for any part of this Presentation or the Offer.

The Limited Parties make no recommendation as to whether you or your related parties should participate in the Capital Raising nor do they make any representations or warranties, express or implied, to you concerning the Capital Raising or any such information, and you represent, warrant and agree that you have not relied on any statements made by the Limited Parties in relation to the New Shares or the Capital Raising generally and you further expressly disclaim that you are in a fiduciary relationship with any of them. The information in this Presentation remains subject to change without notice. 5GN reserves the right to withdraw or vary the timetable for the Capital Raising without notice.

Acknowledgment

You acknowledge and agree that:

- determination of eligibility of investors for the purposes of the Capital Raising is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of 5GN and/or the Limited Parties; and

- each of 5GN and the Limited Parties disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law. The Limited Parties may rely on information provided by or on behalf of institutional investors in connection with managing the Capital Raising and without having independently verified that information and the Limited Parties do not assume any responsibility for the accuracy or completeness of that information

Acceptance

By attending an investor presentation or briefing, or accepting, assessing or reviewing this document you acknowledge and agree to the above.

Important Notice and Disclaimers

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asx: 5gn september 2020

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