CNW: Receipt of 249D Notice & Response

ASX ANNOUNCEMENT

17 August 2021

Level 28

108 St Georges Terrace

Perth WA 6000

ABN98 103 348 947

ASX CNW

RECEIPT OF NOTICE UNDER SECTION 249D

Leading Australian Managed Service and IT solutions company, Cirrus Networks Holdings Limited (ASX: CNW) (Cirrusor the Company) confirms in accordance with ASX Listing Rule 3.17A, that a notice pursuant to section 249D of the Corporations Act 2001(Cth) (Notice) has been received from Webcentral Group Limited (Webcentral).

Further details in respect of the Notice are set out in the annexed Board statement.

Shareholders can contact the Company if they require further information. The Company will be making further statements in respect of the matter in due course.

Authorised for release by the Board.

ASX ANNOUNCEMENT

17 August 2021

Level 28

108 St Georges Terrace

Perth WA 6000

ABN98 103 348 947

ASX CNW

Dear Shareholders

REQUISITION TO CALL A GENERAL MEETING UNDER SECTION 249D

Cirrus Networks Holdings Limited (ASX: CNW) (Cirrusor the Company) advises that it has received notices purportedly issued pursuant to sections 203D and 249D of the Corporations Act 2001(Cth) from Webcentral Group Limited (Webcentral) (Shareholder Requisition).

The Shareholder Requisition follows Webcentral's unsolicited, unconditional on-market takeover offer to acquire all the shares in Cirrus that it does not already own for $0.032 cash per Share (Offer Price) as announced on 30 July 2021 (Offer).

Subsequently, on 2 August 2021, the Cirrus Board recommended that Shareholders REJECT the Offer by taking no action. One of the five key reasons to reject the Offer, as laid out in Cirrus' Target's Statement dated 11 August 2021, was your Directors' belief that the Offer being proposed represented an inadequate control premium.1

That belief remains and the Board continues to encourage all Cirrus Shareholders to read the Target's Statement carefully, and in its entirety, and to continue to take no action in relation to the Offer.

Pursuant to the Shareholder Requisition, Webcentral has requested that Cirrus call and arrange to hold a general meeting to consider:

• The removal of Andrew Milner as a director;
• The removal of Matthew Sullivan as a director;
• The removal of Daniel Rohr as a director;
• The appointment of Joe Demase as a director; and
• The appointment of Michael Wilton as a director.

together, theProposed Resolutions.

The Board of Directors of Cirrus (including Mr Paul Everingham who was not subject of the Shareholder Requisition) unanimously agree the Proposed Resolutions are not in the best interests of the Company or Cirrus shareholders (excluding Webcentral) and intend to recommend shareholders vote AGAINSTthe Proposed Resolutions and intend to vote their own shares AGAINSTthe Proposed Resolutions.2

1

2

Refer to section 2.1 of the Target's Statement for further details on the reasons to reject the Offer. The Directors have appointed an Independent Expert to prepare an Independent Expert's Report opining on whether the Offer is fair and reasonable to Shareholders. This report will also include a valuation range for Shares on a controlling interest basis.

The Independent Expert's Report will be made available to Shareholders in a supplementary Target's Statement as soon as possible after the report has been finalised.

The directors (and their associates) interests in Cirrus shares are set out in section 8.5 of the Target's Statement in respect of the Offer, being a relevant interest in an aggregate of 11.81% of the shares in the Company.