CNW: Supplementary Target's Statement

7 September 2021

The Manager

Market Announcements Office

ASX Limited

Level 4, 20 Bridge Street

SYDNEY NSW 2000

Dear Sir / Madam

Cirrus Networks Holdings Limited (ASX: CNW) - Takeover bid by Webcentral Group

Limited (ASX: WCG) - Supplementary Target's Statement

We act for Cirrus Networks Holdings Limited (ACN 103 348 947) (Cirrus).

We refer to the on-market takeover offer by Webcentral Group Limited (ACN 073 716 793)

(Webcentral) under Chapter 6 of the Corporations Act 2001 (Cth) (Corporations Act) for all the shares in Cirrus which Webcentral does not already own (Offer).

We attach, by way of service pursuant to section 647(3)(b) of the Corporations Act, a copy of the supplementary target's statement of Cirrus in respect of the Offer (Supplementary Target's Statement), which supplements Cirrus' original target's statement dated 11 August 2021.

The Supplementary Target's Statement includes an Independent Expert's Report opining as to whether the Offer is fair and reasonable to Cirrus shareholders.

The Supplementary Target's Statement will today be lodged with the Australian Securities and Investments Commission and sent to Webcentral.

Yours faithfully

[sent electronically without signature]

Oliver Carrick	Daniel Owen
Partner	Associate
HWL Ebsworth Lawyers	HWL Ebsworth Lawyers
[phone]	[phone]
[e-mail]	[e-mail]

SUPPLEMENTARY

TARGET'S

STATEMENT

Issued byCirrus Networks Holdings Limited

ACN 103 348 947

In relation to the on-market takeover bid made by Webcentral Group LimitedACN 073 716 793

for all the ordinary shares on issue in Cirrus Networks Holdings Limited (ASX:CNW)

Cirrus Networks Holdings Limited's Directors unanimously recommend that you

REJECT

Webcentral Group Limited's Offer

BY TAKING NO ACTION

THIS DOCUMENT CONTAINS IMPORTANT INFORMATION AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to how to deal with this document, you should consult a licensed financial adviser, accountant, stockbroker, lawyer or other professional adviser immediately.

If you require further information or have questions in relation to the Offer, please contact Cirrus' Chief Financial Officer on [phone] between 9.00am and 5.00pm (Perth time) Monday to Friday.

Legal adviser

Corporate adviser

Supplementary Target's Statement

This document is a supplementary target's statement pursuant to section 644 of the Corporations Act 2001(Cth). It is the first supplementary target's statement (First Supplementary Target's Statement) issued by Cirrus Networks Holdings Limited (ACN 103 348 947) (ASX: CNW) (Cirrusor Company) in response to the unsolicited, on-market takeover bid made by Webcentral Group Limited (ACN 073 716 793) (ASX: WCG) (Webcentral) for all the ordinary shares on issue in Cirrus (Shares) (Offer).

This First Supplementary Target's Statement supplements, and should be read together with, the target's statement dated 11 August 2021 (Target's Statement). This First Supplementary Target's Statement prevails to the extent of any inconsistency with the Target's Statement.

Important Notices

A copy of this First Supplementary Target's Statement was lodged with ASIC and given to ASX on 7 September 2021. Neither ASIC or ASX nor any of their respective officers take any responsibility for the content of this First Supplementary Target's Statement.

Capitalised terms that are not otherwise expressly defined in this First Supplementary Target's Statement have the meaning given in Section 12.1 of the Target's Statement. The rules of interpretation in Section 12.2 of the Target's Statement also apply to this First Supplementary Target's Statement.

2

CONTENTS
Supplementary Target's Statement .............................................................................	2
Important Notices .........................................................................................................	2
1.	Unanimous Directors' Recommendation .......................................................	4
2.	Independent Expert's Report ..........................................................................	4
3.	Shareholder Requisition..................................................................................	4
4.	Bidder's Revised Intentions ............................................................................	6
5.	Funding Capacity Update ................................................................................	7
6.	Other Updates ..................................................................................................	7
7.	Further developments......................................................................................	7
8.	Consents...........................................................................................................	8
9.	Authorisation ....................................................................................................	9
	Important Dates
Event		Date
Announcement date of the Offer	30 July 2021
Webcentral's appointed Broker commences standing in	30 July 2021
the market to purchase Shares at the Offer Price
Date of Bidder's Statement	30 July 2021
Date of Target's Statement	11 August 2021
Offer Period commenced	16 August 2021
Requisition NOM lodged with ASX	3 September 2021
Supplementary Target's Statement (including release of	7 September 2021
the Independent Expert's Report)
Scheduled Close of the Offer Period	4.00pm (Melbourne time) on 16
(unless extended or withdrawn)	September 2021
Requisition Meeting	9.30am on 15 October 2021

Note:

The above dates are indicative only and may change without notice in accordance with the Corporations Act and Listing Rules.

3

1. Unanimous Directors' Recommendation

The Cirrus Directors continue to unanimously recommend that you REJECT the Offer by DOING NOTHINGand TAKING NO ACTIONwith respect to your Cirrus Shares, for the reasons set out in Section 2.1 of the Target's Statement and supplemented by the reasons outlined below in this Supplementary Target's Statement.

If Shareholders have any queries in relation to the Offer, they may call the Company on [phone] on weekdays between 9.00am and 5.00pm (Perth time) or visit Cirrus' website at www.cirrusnetworks.com.au.

2. Independent Expert's Report

The Directors appointed Lonergan Edwards to prepare an Independent Expert's Report opining on whether the Offer is fair and reasonable to Shareholders.

Lonergan Edwards has now provided Cirrus with its Independent Expert's Report, which concludes that the Offer is NEITHER FAIR NOR REASONABLEand that the Offer of $0.032 per Share falls below the bottom end of Lonergan Edwards' assessed valuation range for Cirrus Shares.

The Independent Expert has determined the value of a Share on a controlling interest basis to be in the range of $0.038 to $0.042 per Cirrus Share.

A copy of the Independent Expert's Report is attached as Appendix 1.

Figure 1. Independent Expert's assessed value range compared to the Offer Price

$0.042

$0.038

$0.032

Webcentral's	Independent Expert's	Independent Expert's
Offer	Low Valuation	High Valuation

The Company continues to believe that it remains very well placed for organic growth through a focus on improved earnings from revenues generated by higher margin services contracts and disciplined overhead cost controls. The Company's diversified geographic base is also expected to provide a platform for further expansion. Consistent with its growth aspirations, the Company continues its active pursuit of complementary acquisition targets.

3. Shareholder Requisition

On 17 August 2021, the Company announced to ASX that it had received a request pursuant to sections 203D and 249D of the Corporations Act from Webcentral to convene an extraordinary

4