Important notice

GENERAL

NetComm Shareholders should read the Scheme Booklet in its entirety before making a decision as to how to vote on the resolution to be considered at the Scheme Meeting. If you are in any doubt as to any action you should take, please consult your legal, financial or other professional adviser immediately.

PURPOSE OF THE DOCUMENT

The purpose of the Scheme Booklet is to explain the terms of the Scheme and the manner in which the Scheme will be considered and implemented (if approved) and to provide such information as is prescribed or otherwise material to the decision of NetComm Shareholders whether or not to approve the Scheme. The Scheme Booklet includes the explanatory statement required to be sent to NetComm Shareholders under Part 5.1 of the Corporations Act.

RESPONSIBILITY FOR INFORMATION

The information contained in the Scheme Booklet, other than the Casa Information and the Independent Expert’s Report, has been given by, and is the responsibility of, NetComm. NetComm’s advisers do not assume any responsibility for the accuracy or completeness of the NetComm Information. None of Casa, nor its directors, officers or advisers assume any responsibility for the accuracy or completeness of the NetComm Information and, to the maximum extent permitted by law, Casa will not be responsible for any NetComm Information and disclaims liability for NetComm Information appearing in the Scheme Booklet.

The Casa Information has been given by, and is the responsibility of, Casa. None of NetComm nor its directors, officers or advisers assume any responsibility for the accuracy or completeness of the Casa Information and, to the maximum extent permitted by law, NetComm will not be responsible for any Casa Information and disclaims liability for Casa Information appearing in the Scheme Booklet.

The Independent Expert has prepared the Independent Expert’s Report in relation to the Scheme and takes responsibility for that report. None of NetComm, Casa nor their respective directors, officers and advisers assume any responsibility for the accuracy or completeness of the Independent Expert’s Report.

ASIC AND ASX

A copy of the Scheme Booklet has been provided to ASIC under section 411(2) of the Corporations Act and registered by ASIC under section 412(6) of the Corporations Act. ASIC has been given the opportunity to comment on the Scheme Booklet in accordance with section 411(2) of the Corporations Act. NetComm has asked ASIC to provide a statement, in accordance with section 411(17)(b) of the Corporations Act, that ASIC has no objection to the Scheme. If ASIC provides that statement, it will be produced to the Court at the Second Court Date. Neither ASIC nor its officers take any responsibility for the contents of the Scheme Booklet.

A copy of the Scheme Booklet has been provided to the ASX. Neither ASX nor any of its officers take any responsibility for the contents of the Scheme Booklet.

IMPORTANT NOTICE ASSOCIATED WITH COURT ORDER UNDER SUBSECTION 411(1) OF CORPORATIONS ACT

A copy of the Scheme Booklet has been lodged with the Court to obtain an order of the Court approving the convening of the Scheme Meeting. Orders made by the Court are made under section 411(1) of the Corporations Act.

The fact that the Court has ordered that the Scheme Meeting be convened and has approved the explanatory statement required to accompany the Notice of Scheme Meeting does not mean that the Court:

  1. has formed any view as to the merits of the proposed Scheme or as to how Scheme Participants should vote (on this matter Scheme Participants must reach their own conclusion); or
  2. has prepared, or is responsible for, the content of the Scheme Booklet.

The order of the Court that the Scheme Meeting be convened is not, and should not be treated as, an endorsement by the Court of, or any other expression of opinion by the Court on, the Scheme.

NO INVESTMENT ADVICE

The Scheme Booklet has been prepared without reference to the investment objectives, financial and taxation situation or particular needs of any NetComm Shareholder or any other person. The information and recommendations contained in the Scheme Booklet do not constitute, and should not be taken as, financial product advice. NetComm Shareholders should seek independent financial and taxation advice before making any investment decision and any decision as to whether or not to vote in favour of the Scheme.