ASG : Scheme Booklet released and Court orders the convening of the Scheme Meeting

ASZ: COURT ORDERS CONVENING OF SCHEME MEETING‌ ASG Scheme Booklet released and Court orders the convening of the Scheme Meeting

ASG Group Limited (ASZ: ASZ, ASG) is pleased to confirm that the Federal Court today ordered that a meeting of ASG shareholders be convened to consider and, if thought fit, approve the scheme of arrangement under which Nomura Research Institute, Limited (NRI) will acquire 100% of shares in ASG by way of Scheme of Arrangement (Scheme).

Scheme Meeting

The Scheme Meeting will be held at 10.00am (AWST) at the Parmelia Hilton Perth Hotel, 14 Mill Street, Perth WA on Thursday 8 December 2016.

Scheme Booklet

A copy of the Scheme Booklet, which includes the Independent Expert's Report and the notice of Scheme Meeting, is attached to this announcement. The Scheme Booklet sets out the information ASG shareholders require to evaluate the proposal. ASG shareholders are encouraged to read the Scheme Booklet in its entirety.

The Scheme Booklet was registered by the Australian Securities and Investments Commission today and will be sent to ASG shareholders by Monday, 7 November 2016 (either by post or electronically).

Independent Expert's Report and IBC Recommendation

The Independent Expert, PricewaterhouseCoopers Securities Ltd, has concluded that the Scheme is in the best interests of ASG shareholders on the basis that it is both fair and reasonable, in the absence of a superior proposal.

The IBC has unanimously recommended that shareholders vote in favour of 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, ASG's entire Board of Directors and senior executive team, who represent approximately 11% of the total shares outstanding, separately intend to vote all ASG shares held or controlled by each of them in favour of the Scheme.

Key dates

An indicative timetable for the Scheme is set out in the attached Scheme Booklet. Key events are as follows:

Scheme Meeting	10.00am (AWST) on 8 December 2016
Second Court Hearing for approval of the Scheme and Effective Date	12 December 2016
Record Date (for determining entitlements to scheme consideration)	5.00pm (AWST) on 19 December 2016
Implementation Date (scheme consideration to be dispatched to shareholders)	23 December 2016

The above dates are indicative only and are subject to change. Any changes will be announced by ASG on ASX.

Status of conditions

As at today's date, ASG has obtained all consents required from counterparties to Material Contracts that contain "change of control" provisions and all ASG optionholders have entered into option cancellation deeds. Accordingly, these conditions to the Scheme have been satisfied.

Implementation of the Scheme still remains subject to a number of conditions, including approval from the Foreign Investment Review Board and ASG shareholders.

Investors

Steve Johnston, IBC Chairman: 08 9420 5420

Shareholder Information Line: 1300 668 378

Media

John McGlue, Castle Gates: 0417 926 915

About ASG

ASG is an award winning Australian IT business solutions provider, offering IT management and consulting services, business intelligence and thought leadership. Established in 1996, the company's goal is to provide innovative, high-quality and cost-effective services to its clients.

ASG listed on the Australian Securities Exchange in 2002. For further information, visit www.asggroup.com.au.

About NRI

NRI is a leading global provider of system solutions and consulting services, including management consulting, system integration, and IT management and solutions for financial, manufacturing and service industries. Clients partner with NRI to expand businesses, design corporate structures and create new business strategies. NRI has approximately 10,000 employees in 37 offices globally and reports annual sales ¥421.4 billion. For more information, visit www.nri.com/global.

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.