Aussie Broadband : OTW Acquisition Presentation

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Aussie Broadband to acquire Over the Wire in a recommended ersonaltransaction.

2 December 2021

Important notice and disclaimer

	This presentation has been prepared by Aussie Broadband Limited ACN 132 090 192 (ASX: ABB) (ABB) and is designed to provide general background information about the proposed acquisition by ABB
	of 100% of the issued share capital of Over The Wire Holdings Limited ACN 151 872 730 (ASX: OTW) (OTW) by way of a scheme of arrangement (Scheme), and is current at the date of the presentation.
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	Summary Information
	In connection with ABB's proposal to acquire all of the issued shares in OTW by way of a Scheme, OTW will prepare and lodge a Scheme booklet setting out information in relation to the Scheme. Subject
	to approval from the court, the Scheme booklet will be dispatched to OTW shareholders along with a notice of meeting at which OTW shareholders will consider whether or not to approve the Scheme.
	The information in this presentation is provided in summary form, does not purport to be complete and should be read in conjunction with the Scheme booklet and ABB's and OTW's periodic and
	continuous disclosure announcements lodged with the ASX, which are available at www.asx.com.au.
	ABB, its related bodies corporate and any of their respective officers, directors and employees (ABB Parties), do not warrant the accuracy or reliability of this information, and disclaim any responsibility
	and liability flowing from the use of this information by any party. To the maximum extent permitted by law, the ABB Parties do not accept any liability to any person, organisation or entity for any loss or
	damage suffered as a result of reliance on this presentation.
	Forward Looking Statements
	This presentation contains certain forward looking statements and comments about future events, including ABB's expectations about the performance of its business. Forward looking statements can
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	g nerally be identified by the use of forward looking words such as, 'expect', 'anticipate', 'likely', 'intend', 'should', 'could', 'may', 'predict', 'plan', 'propose', 'will', 'believe', 'forecast', 'estimate',
	'target' and other similar expressions within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance on, future earnings or financial position or performance are also forward
	looking statements.
	Forward looking statements involve inherent risks and uncertainties, both general and specific, and there is a risk that such predictions, forecasts, projections and other forward looking statements will not
	be achieved. Forward looking statements are provided as a general guide only, and should not be relied on as an indication or guarantee of future performance. Forward looking statements involve
	known and unknown risks, uncertainty and other factors which can cause ABB's actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such
	forward looking statements and many of these factors are outside the control of ABB. As such, undue reliance should not be placed on any forward looking statement. Past performance is not necessarily
	a guide to future performance and no representation or warranty is made by any person as to the likelihood of achievement or reasonableness of any forward looking statements, forecast financial
	information or other forecast. Nothing contained in this presentation nor any information made available to you is, or shall be relied upon as, a promise, representation, warranty or guarantee as to the
	past, present or the future performance of ABB.
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	Except as required by law or the ASX Listing Rules, ABB assumes no obligation to provide any additional or updated information or to update any forward looking statements, whether as a result of new
	information, future events or results, or otherwise.
	Not investment advice
	This presentation is for information purposes only and is not a prospectus, product disclosure statement or other offering document under Australian law or any other law (and will not be lodged with the
	Australian Securities & Investments Commission (ASIC) or any other foreign regulator). This presentation, and the information contained in it, is not an offer or solicitation or an invitation or recommendation
	to subscribe for, acquire or buy securities of ABB, or any other financial products or securities, in any place or jurisdiction, or a solicitation of any vote or approval in connection with the Scheme.
	The information provided in this presentation is not intended to be relied upon as advice to investors or potential investors and does not take into account the investment objectives, financial situation or
	needs of any particular investor. These should be considered, with or without professional advice when deciding if an investment is appropriate.
	Effect of rounding
	A number of figures, amounts, percentages, estimates, calculations of value and fractions in this presentation are subject to the effect of rounding. The actual calculation of these figures may differ from
	the figures set out in this presentation.
	Aussie Broadband | Over the Wire acquisition announcement | December 2021	2

Acquisition highlights

	The acquisition delivers a large scale, fast growing and diversified
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	telecommunications offering to residential and business customers whilst
	accelerating value creation for shareholders.
use	• The acquisition of Over the Wire (OTW) will be by a recommended Scheme of Arrangement.
•	The combination is anticipated to deliver annual cost synergies of between $8.0 to $12.0
			million within 3 years, ongoing capital expenditure savings, and significant acceleration of
			skills, products and solution capabilities for the group.
ersonal	• The proposed transaction is expected to be EPS accretive on a pre and post synergy pro-
•	Over The Wire confirms FY22 EBITDA guidance of $33.0 million.
			forma statutory FY21 basis.
		• Over The Wire acquisition consideration of $5.75 per share funded with existing cash, new debt
			facilities of up to $175.0 million and new shares issued by Aussie Broadband to OTW
			shareholders.
	Aussie Broadband | Over the Wire acquisition announcement | December 2021	3

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Transaction summary

only	• Creates a large scale and diversified telecommunications offering.
• Accelerates skills, capabilities and product growth within the Aussie Broadband business segment and the addition of recurring and
		Key strategic rationale
		contracted customer revenue.
			• Leverages Aussie Broadband's growing fibre and network capabilities to reduce the cost to serve of Over the Wire.
			Aussie Broadband to acquire 100% of the share capital of OTW by way of a recommended Scheme of Arrangement (Scheme). In
		Offer	connection with the Scheme, OTW Shareholders will receive scheme consideration with an implied value of $5.75 per OTW share which
		will comprise of either $5.75 cash, 1.150 ABB (1) shares or a combination of cash and ABB shares implying a total consideration of $344.0
			million with an implied enterprise value of $390.4 million (2).
			Aussie Broadband will provide shareholders in OTW the ability to receive Scheme Consideration representing $5.75 per OTW share
			(Scheme Consideration) with the following alternatives:
		Scheme consideration	• 80% cash consideration and 20% scrip consideration (Default Option) equating to $4.60 cash and 0.23 ABB shares for each OTW
		alternatives	share;
		• 100% cash consideration equating to $5.75 cash per OTW share (Cash Consideration);
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			• 100% scrip consideration equating to 1.15 ABB Shares for each OTW share (Scrip Consideration); or
			• At least 1% but less than 100% scrip consideration with the balance payable as cash consideration (Mix and Match Consideration).
ersonal	The Scheme Consideration is subject to a pro-rata scale back mechanism, such that the maximum aggregate cash consideration
		Aggregate Scale
		equates to $275.2 million representing 80.0% of the total consideration; and a maximum scrip consideration of 39.6 million ABB shares,
		back
		representing 57.5% of total consideration.
		Transaction Funding	The acquisition will be funded partly with the issue of new ABB shares as described above, with the balance funded by existing cash,
		new debt facilities (inclusive of a new 3 year Senior Debt facility), Bridging Facility (if required and dependent on OTW aggregate
			elections) and a new working capital facility.
		Note 1: Assumes $5.00 per ABB share.
		Note 2: Enterprise value calculated on an implied fully diluted market capitalisation (Equity Value) of approximately $344.0m (59,820,564 OTW fully diluted shares outstanding (inclusive of vested performance rights, unvested performance rights, 2021 employee
		share option plan grants and FY22 performance rights grants) multiplied by $5.75 per OTW share) plus net debt of $46.4m as at 31 June 21 (inclusive of lease liabilities and deferred consideration).
	Aussie Broadband | Over the Wire acquisition announcement | December 2021	5