Over Wire : Scheme of Arrangement Effective

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ASX RELEASE

4 MARCH 2022

SCHEME OF ARRANGEMENT EFFECTIVE

Over the Wire Holdings Limited (ASX: OTW) is pleased to announce that it has lodged with the Australian Securities and Investments Commission the orders made by the Federal Court of Australia approving the proposed acquisition of 100% of the shares in OTW by Aussie Broadband Limited (ASX: ABB) by way of a scheme of arrangement.

Accordingly, the Scheme is now legally effective. A copy of the Court orders is attached to this announcement.

It is expected that trading in the Company's shares will be suspended from close of trading today.

Further information

OTW Shareholders who have questions in relation to the Scheme should contact the OTW Shareholder Information Line on 1800 645 237 (within Australia) or [phone] (outside Australia) between 8.30am and 5.30pm AEDT between Monday to Friday (excluding public holidays in Australia).

This announcement was authorised for release to the market by the Chair of OTW.

For further information, please contact:

Mike Stabb

Company Secretary

[phone]

[e-mail]

About Over the Wire Holdings Limited

Over the Wire Holdings Limited (ASX: OTW) is an ASX listed telecommunications, cloud and IT solutions provider that has a national network with points of presence in all major Australian capital cities and Auckland, NZ. The company offers an integrated suite of products and services to business customers including Data Networks and Internet, Voice, Data Centre co-location, Cloud and Managed Services.

Over the Wire Holdings Limited companies include Over the Wire, NetSIP, FaktorTel, Sanity Technology, Telarus, VPN Solutions, Access Digital Networks, Comlinx, Zintel Communications, Fonebox and Digital Sense.

For further information, visit www.overthewire.com.au

Over the Wire Holdings Limited	ABN: 89 151 872 730
Level 24, 100 Creek St, Brisbane, QLD 4000, Australia
P: 1300 689 689 I: [phone]	W: www.overthewire.com.au

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Federal Court of Australia

District Registry: New South Wales

Division: General	No: NSD2/2022
OVER THE WIRE HOLDINGS LIMITED and another named in the schedule
Plaintiff
	ORDER
JUDGE:	JUSTICE HALLEY
DATE OF ORDER:	03 March 2022
WHERE MADE:	Sydney

THE COURT ORDERS THAT:

1. Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) (Act), the scheme of arrangement between the plaintiff and its shareholders, in the form of Exhibit 4 in the proceeding, be approved.
2. The plaintiff lodge with the Australian Securities and Investments Commission a copy of the approved scheme of arrangement at the time of lodging a copy of these Orders.
3. Pursuant to s 411(12) of the Act, the Plaintiff be exempted from compliance with s 411(11) in relation to Order 1 above.

Date that entry is stamped: 3 March 2022

Prepared in the New South Wales District Registry, Federal Court of Australia Level 17, Law Courts Building, Queens Square, Telephone [phone]

- 2 -

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Schedule

No: NSD2/2022

Federal Court of Australia

District Registry: New South Wales

Division: General

Interested Person

AUSSIE BROADBAND LIMITED ACN 132 090 192

Prepared in the New South Wales District Registry, Federal Court of Australia Level 17, Law Courts Building, Queens Square, Telephone [phone]

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Scheme of Arrangement

Over The Wire Holdings Limited

Scheme Participants

Level 13, Collins Arch

447 Collins Street

Melbourne VIC 3000

Australia

1. [phone] F [phone]

Ref: JDR:SOW:22105940

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Contents

1.	Definitions and interpretation	1
2.	Preliminary	6
3.	Conditions	7
4.	Implementation	8
5.	Scheme Consideration	9
6.	Dealings in Scheme Shares	16
7.	Quotation of Shares	17
8.	General Scheme provisions	17
9.	General	20