Swift : Notice of General Meeting/Proxy Form

Swift Networks Group Limited

ACN 006 222 395

Notice of General Meeting

General Meeting to be held at

1 Watts Place, Bentley, WA 6102 on

12 February 2019 commencing at 11.30am (WST).

Important

This Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their professional adviser prior to voting.

NOTICE OF GENERAL MEETING

Notice is given that a general meeting of the shareholders of Swift Networks Group Limited ACN 006 222 395 (Company) will be held at 1 Watts Place, Bentley, WA 6102 on 12 February 2019, commencing at 11.30am (WST). The Explanatory Statement that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered.

Business

Resolution 1: Approval of Performance Shares

To consider and, if thought fit, to pass the following Resolution as a special resolution:

"That, subject to all other Specified Resolutions being passed, for the purposes of section 246B of the Corporations Act, clause 3.2(a) of the Constitution, and all other purposes, approval is given for the Company to issue the Performance Shares, on the terms and conditions set out in the Explanatory Statement."

Resolution 2: Approval of issue of Shares for Acquisition of Medical Media

To consider and, if thought fit, pass the following Resolution as an ordinary resolution:

"That, subject to all other Specified Resolutions being passed, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of:

• a) 14,950,166 Shares at Completion;

• b) 18,272,425 Class C performance Shares;

• c) 16,611,296 Class D performance Shares;

• d) 8,305,648 Class E performance Shares;

• e) 8,305,648 Class F performance Shares

• f) 8,305,648 Class G performance Shares and

• g) 8,305,648 Class H performance Shares

to the Medical Media Vendors on the terms and conditions set out in the Explanatory Statement."

Voting exclusion statement

The Company will disregard any votes cast in favour of this resolution by or on behalf of:

a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity); or

b)an associate of those persons;

However, the Company need not disregard any vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 3: Appointment of Proposed Director

To consider and, if thought fit, to pass the following Resolution as an ordinary resolution:

"That, subject to all other Specified Resolutions being passed, for all purposes Darren Smorgon having provided conditional consent to act as a Director, be appointed as a Director pursuant to clause 11.2(a) of the Constitution with effect from completion of the Share Purchase Agreement."

Resolution 4: Change of name

To consider and, if thought fit, to pass the following Resolution as a special resolution:

"That, for the purposes of section 157(1) of the Corporations Act, and for all other purposes, the Company change its name from "Swift Networks Group Limited" to "Swift Media Limited."

By order of the Board

Stephen Hewitt-Dutton Company Secretary

Swift Networks Group Limited 8 January 2019

3

EXPLANATORY STATEMENT

Important information

This Explanatory Statement has been prepared for the information of the shareholders of Swift Networks Group Limited ACN 006 222 395 (Company) in connection with the Resolutions to be considered at the General Meeting to be held at 1 Watts Place, Bentley, WA 6102 on 12 February 2019, commencing at 11.30am (WST).

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company, which is material to a decision on how to vote on the Resolutions in the accompanying Notice of Meeting.

This Notice and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their professional adviser prior to voting.

Interpretation

Capitalised terms which are not otherwise defined in this Notice and Explanatory Statement have the meanings given to those terms in the Definitions section.

References to "$" and "A$" in this Notice and Explanatory Statement are references to Australian currency unless otherwise stated.

References to time in this Notice and Explanatory Statement relate to the time in Perth, Western Australia.

Voting exclusion statements

Certain voting restrictions apply to the Resolutions as detailed beneath the applicable Resolutions in the Notice.

Proxies

Please note that:



• a Shareholder entitled to attend and vote at the General Meeting is entitled to appoint a proxy;

  

• a proxy need not be a Shareholder;

  

• a Shareholder may appoint a body corporate or an individual as its proxy;

  

• a body corporate appointed as a Shareholder's proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder's proxy; and



Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company or its share registry in advance of the General Meeting or handed in at the General Meeting when registering as a corporate representative.

To vote by proxy, please complete and sign the enclosed Proxy Form and return it so that it is received by no later than 11.30am (WST) on 10 February 2019. Proxy Forms received later than this time will be invalid.

Voting entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person's entitlement to vote at the General Meeting will be the entitlement of that person set out in the register of Shareholders as at 11.30am (WST) on 10 February 2019. Accordingly, transactions registered after that time will be disregarded in determining a Shareholder's entitlement to attend and vote at the General Meeting.

1.

Acquisition of Medical Media

Background

On 21 December 2018, the Company entered into a Share Purchase Agreement (Agreement) with the Vendors for the acquisition of Medical Channel Pty Ltd (the Transaction).

The Company will acquire Medical Channel Pty Ltd and its wholly-owned subsidiary, Medical Media Group Pty Ltd from the shareholders of Media Channel Pty Ltd.

Business Description

Medical Media is an Australian digital out-of-home media network which delivers content & advertising to over 5 million viewers every month through more than 2,300 digital screens placed across Australia, with a significant market share in medical practices.

Medical Media has a network of over 2,800 advertisers, expanding in hyper-local and regional advertising and attracting a growing number of premium, national brands. The company delivered $7.4 million in advertising revenue in the year ended 30 June 2018, up from $5.2 million in the year ended 30 June 2017.

The transaction continues Swift's strategy of acquiring closed-loop networks in fast growing verticals. Medical Media adds new audiences and infrastructure to Swift's footprint, providing immediate scale and the opportunity to generate new revenues through advertising.

Agreement

The material terms of the Share Purchase Agreement (Agreement) are set out below: i. Acquisition of Medical Channel

Swift Networks Group Limited (Company) will acquire all of the shares in Medical Channel Pty Ltd (Target) from Medical Media Investments Pty Ltd (as trustee for Medical Media Unit Trust) (Seller) (the Transaction).

ii.

Purchase price

• (a) The purchase price payable by the Company in relation to the Transaction is:

  • (1) 14,950,166 Company shares, determined by dividing $4.5 million by an issue price of 120% of the VWAP for the Company shares for the 30 consecutive trading days ending on the day before signing of the Agreement (Company Share Price) (payable on completion and escrowed for 18 months after completion); and

  • (2) 68,106,313 Company performance shares, determined by dividing $20.5 million divided by the Company Share Price (across six tranches C to H) (Performance Shares).

• (b) The Performance Shares will convert into shares following the satisfaction of certain milestones within four years after completion. These converted shares will be escrowed for 6 months once converted.

• (c) Details of each Performance Share milestone, along with extracts of the Performance Share terms as contained in the Agreement, are annexed to this summary.