CNW: Target Statement to Reject Offer

11 August 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) - 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.

We attach, by way of service pursuant to item 10 of section 635(1) of the Corporations Act, a copy of the target's statement of Cirrus in response to the Webcentral offer.

An Independent Expert's Report will be made available to Cirrus shareholders in a supplementary target's statement expected to be released to ASX before the close of the offer period on 16 September 2021.

The target's statement will be lodged with the Australian Securities and Investments Commission and sent to Webcentral today.

Yours faithfully

[sent electronically without signature]

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

Doc ID 864958443/v1

Level 20, 240 St Georges Terrace, Perth WA 6000 Australia	Telephone [phone]
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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

The Directors unanimously recommend that you REJECTthe Offer

BY TAKING NO ACTION, given that:

1.Your Directors believe the Offer represents an INADEQUATE CONTROL PREMIUM

If you accept the offer or sell your Shares on market, you risk

2.missing out on the benefit of any higher offer that may arise from Webcentral or any other third party in the future

3.If you accept the Offer you will not benefit from Cirrus' future growth

4.Your Directors do not believe Webcentral is offering enough for the benefits it may receive

5.The Directors and key members of Management do not intend to accept 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 full basis for the Directors' recommendation is provided in Section 2.1 of this Target's Statement.

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LETTER FROM THE CHAIRMAN

Dear Cirrus Shareholder,

Your Board of Directorsunanimously recommends that shareholders REJECT the inadequate unsolicited takeover offer.

TO REJECT THE UNSOLICITED WEBCENTRAL OFFER, SHAREHOLDERS SHOULD TAKE NO

ACTION

On 30 July 2021, Webcentral Group Limited (ACN 073 716 793) (Webcentral), announced an unsolicited unconditional on-market takeover offer to acquire all the shares in Cirrus Networks Holdings Limited (ACN 103 348 947) (Cirrus) that it does not already own for $0.032 cash per Share (Offer). As announced, Webcentral has recently acquired and now owns Shares representing 8.86% of the fully paid ordinary shares on issue.

As announced on 2 August 2021, the Cirrus Board, following consideration of the terms of the Offer with its advisers, recommended that Shareholders REJECTthe Offer by taking no action.

The Offer is a premium of only 3.2%to the last closing price of Shares of $0.031 and a premium of 11.77% and 9.93% to the one month and three-month Volume Weighted Average Price (VWAP) of Shares, being $0.0286 and $0.0291 respectively, up to the trading day prior to the announcement of the Offer. The premium implied for your Shares by the Offer Price is materially below the average premiums paidin Australian corporate control transactions.

This Target's Statement sets out your Directors' formal response to the Offer.

The 5 key reasons why you should reject the Offer are set out below and in Section 2 of this document:

1. Your Directors believe the Offer represents an inadequate control premium;
2. If you accept the Offer or sell your Shares on market, you risk missing out on the benefit of any higher offer that may arise from Webcentral or any other third party in the future;
3. If you accept the Offer you will not benefit from Cirrus' future growth;
4. Your Directors do not believe Webcentral is offering enough for the benefits it may receive; and
5. the Directors and key members of Management do not intend to accept the Offer.

The Company believes 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.

Your 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 Independent Expert Report will be made available to Shareholders in a supplementary Target's Statement as soon as possible after the report is finalised and is an important document to consider as part of your assessment of the Offer.

Your Directors also reiterate the unsolicited nature of Webcentral's Offer, which was made without any prior engagement with Cirrus' Board.

We recommend that you read this Target's Statement in its entirety and in conjunction with the Bidder's Statement you have received from Webcentral (and the Independent Expert's Report, once available). In

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assessing whether or not to accept the Offer, you should consider the information provided to you in the Target's Statement, the risks and potential rewards of remaining a Shareholder and your own personal circumstances.

Your Directors will continue to keep you updated on all material developments in relation to the Offer.

If you have any questions in relation to the Offer, I encourage you to seek either financial or legal advice without delay.

Yours faithfully

Andrew Milner

Non-Executive Chairman

11 August 2021

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