ASG : Scheme Booklet

SCHEME BOOKLET

For a scheme of arrangement between ASG Group Limited (ABN 57 070 045 117) (ASG) and its shareholders in relation to a proposal from Nomura Research Institute, Ltd. (NRI) to acquire all of the ordinary shares in ASG.

VOTE IN FAVOUR

The Independent Board Committee (IBC) unanimously recommends that you vote in favourof the Scheme, in the absence of a Superior Proposal, and subject to the Independent Expert maintaining its conclusion that the Scheme is in the best interests of ASG Shareholders.

Subject to the above qualifications, each member of the IBC intends to vote all ASG Shares they hold (or that are held on their behalf) in favour of the Scheme.

Financial adviser Legal adviser

This is an important document and requires your immediate attention. You should read it carefully and in its entirety before deciding whether or not to vote in favour of the Scheme. If you are in doubt as to what you should do, you should consult your legal, financial or other professional adviser. If you have recently sold all your ASG Shares, please ignore this Scheme Booklet.

i SCHEME BOOKLET IMPORTANT NOTICES

General

ASG Shareholders are encouraged to read this Scheme Booklet in its entirety before making a decision as to how to vote on the resolution to be considered at the Scheme Meeting.

Purpose of Scheme Booklet

The purpose of this 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 ASG Shareholders whether or not to approve the Scheme. This Scheme Booklet includes the explanatory statement required to be sent to ASG Shareholders under Part 5.1 of the Corporations Act in relation to the Scheme.

Responsibility for information

The information contained in this Scheme Booklet (other than the NRI Information and the Independent Expert's Report) has been prepared by ASG and is the responsibility of ASG. None of NRI, its directors, officers or advisers assume any responsibility for the accuracy or completeness of the ASG Information.

The NRI Information has been provided by NRI and is the responsibility of NRI. None of ASG, its directors, officers or advisers assume any responsibility for the accuracy or completeness of the NRI Information.

PwC has prepared the Independent Expert's Report in relation to the Scheme contained in Annexure A and takes responsibility for that report. None of ASG, NRI and 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 this Scheme Booklet was 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 this Scheme Booklet in accordance with section 411(2)(b) of

the Corporations Act. ASIC has been requested 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 time of the hearing on the Second Court Date. Neither ASIC nor its officers take any responsibility for the contents of this Scheme Booklet.

A copy of this Scheme Booklet has been lodged with ASX. Neither ASX nor its officers take any responsibility for the contents of this Scheme Booklet.

Court

The fact that under subsection 411(1) of the Corporations Act the Court has ordered that a meeting be convened and has approved this Scheme Booklet accompanying the notice of meeting does not mean that the Court has formed any view as to the merits of the Scheme or as to how ASG Shareholders should vote (on this matter ASG Shareholders must reach their own decision), or has prepared, or is responsible for the content of, this Scheme Booklet.

Future matters and intentions

Certain statements in this Scheme Booklet relate to the future, including statements that describe ASG's

or NRI's objectives, plans, goals or expectations and the impacts, advantages and disadvantages of the Scheme. These statements involve known and unknown risks, uncertainties, assumptions and other important factors that could cause the actual results, performance or achievements

to be materially different from future results, performance or achievements expressed or implied by those statements. Such risks, uncertainties, assumptions and other important factors include,

among other things, industry-specific factors, general economic conditions, exchange rates, interest rates, the regulatory environment, competitive pressures, selling price and market demand. These statements only reflect views held as at the date of this Scheme Booklet.

Other than as required by law neither ASG, NRI nor any other person gives any representation, assurance or guarantee that the events expressed or implied in any forward looking statements in this Scheme Booklet will actually occur. You are cautioned about relying on any such forward looking statements in this Scheme Booklet. Additionally, statements of the intentions of NRI reflect NRI's present intentions as at the date of this Scheme Booklet and may be subject to change.

No investment advice

This Scheme Booklet does not constitute financial product advice and has been prepared without

reference to the investment objectives, financial situation and particular needs of individual ASG Shareholders. This Scheme Booklet should not be relied upon as the sole basis for any investment decision in relation to the Scheme or your ASG Shares. Before making an investment decision in relation to the Scheme or your ASG Shares, including any decision to vote for or against the Scheme, you should consider whether that decision is appropriate in light of your particular investment needs, objectives and financial circumstances. If you are in any doubt about what you should do, you should consult your legal, financial or other professional adviser before making any investment decision in relation to the Scheme or your ASG Shares.

ASG Shareholders outside Australia

This Scheme Booklet complies with the disclosure requirements

applicable in Australia, which may be different to those in other countries.

The release, publication or distribution of this Scheme Booklet in jurisdictions other than Australia may be restricted in such other jurisdictions and persons outside of Australia who come into possession of this Scheme Booklet should seek advice on and observe any such restrictions. Any failure to comply

with such restrictions may contravene applicable securities law.

SCHEME BOOKLET ii

Taxation implications of the Scheme

Section 7 provides a general outline of the Australian income tax, capital gains tax, goods and service tax and stamp duty consequences for ASG Shareholders who dispose of their ASG Shares to NRI in accordance with the Scheme. It does not purport to

be a complete analysis or to identify all potential tax consequences nor is it intended to replace the need for

specialist tax advice in respect of the particular circumstances of individual ASG Shareholders.

ASG Shareholders who are subject to taxation outside Australia should

also consult their tax adviser as to the applicable tax consequences of the Scheme in the relevant jurisdiction.

Privacy

ASG, NRI and the ASG Share Registry may collect personal information

in the process of implementing the Scheme. The personal information may include the names, addresses, contact details and security holdings of ASG Shareholders and the

names of persons appointed by ASG Shareholders as proxies, attorneys or corporate representatives at the Scheme Meeting. The collection of some of this personal information is required or authorised by the Corporations Act.

The primary purpose of collecting this personal information is to assist ASG in the conduct of the Scheme Meeting and to enable the Scheme to be implemented by ASG in the manner described in this Scheme Booklet. The personal information may be disclosed to NRI, print and mail service providers, authorised securities brokers and any other service provider to the extent necessary to effect the Scheme.

Some of these recipients are likely to be located in overseas countries, including in Japan.

If the information outlined above is not collected, ASG may be hindered in, or prevented from, conducting the Scheme Meeting and implementing the Scheme.

ASG Shareholders who are individuals and the other individuals in respect

of whom personal information is collected as outlined above have certain rights to access the personal information collected in relation

to them. Such individuals should contact the ASG Share Registry on 1300 668 378 (within Australia) or +61

1300 668 378 (outside Australia) if they wish to exercise these rights.

ASG Shareholders who appoint a named person to act as their proxy, attorney or corporate representative should ensure that they inform that person of the matters outlined above.

Notice of Meeting

The Notice of Meeting is set out in Annexure D.

ASG and NRI websites

The content of ASG and NRI's respective websites do not form part of this Scheme Booklet and ASG Shareholders should not rely on their content.

Any references in this Scheme Booklet to a website is a textual reference for information only and no information in any website forms part of this Scheme Booklet.

Shareholder Information Line

ASG has established a Shareholder Information Line which you should call on 1300 668 378 if you have any questions about your ASG Shares or any other matter in this document. The Shareholder Information Line is open between Monday and Friday

from 9:00am to 5:00pm (AWST). ASG Shareholders should consult their legal, financial or other professional adviser before making any decision regarding the Scheme.

Supplementary information

In certain circumstances, ASG may provide additional disclosure to ASG Shareholders in relation to the

Scheme after the date of this Scheme Booklet. To the extent applicable, ASG Shareholders should have regard to any such supplemental information in determining how to vote in relation to the Scheme.

Interpretation

Capitalised terms and certain abbreviations used in this Scheme Booklet have the meanings set out in the Glossary in Section 9 of this Scheme Booklet. The documents reproduced in the annexures to this Scheme Booklet may have their own defined terms, which are sometimes different from those in the Glossary.

Unless otherwise stated, all data contained in charts, graphs and tables is based on information available at the date of this Scheme Booklet. All numbers are rounded unless otherwise indicated.

Unless otherwise specified, all references to $, A$, AUD and cents are references to Australian currency.

All references to times in this Scheme Booklet are references to time in Perth (being AWST), unless otherwise stated.

Date

This Scheme Booklet is dated 2 November 2016.

SCHEME BOOKLET

CONTENTS

Important dates 1

Chairman's Letter 2

1. Summary of the Scheme 4

2. Matters relevant to your vote 7

3. Frequently asked questions 13

4. Details of the Scheme 22

5. Information about ASG 27

6. Information about NRI 38

7. Tax implications of the Scheme 43

8. Additional information 46

9. Glossary 55

Annexure A - Independent Expert's Report 63

Annexure B - Scheme of Arrangement 118

Annexure C - Deed Poll 134

Annexure D - Notice of Meeting 144