SMS Management & Technology : Registered ASG Scheme Booklet & Unaudited 2017 Result Update

ASX ANNOUNCEMENT‌

27 July 2017

SMS Management & Technology

Level 41 140 William Street Melbourne VIC 3000

Australia T 1300 842 767

www.smsmt.com

Adelaide Brisbane Canberra Melbourne Sydney Perth Hong Kong Singapore

SMS Scheme Booklet registered with Australian Securities and Investments Commission Unaudited 2017 Results Update

Scheme Booklet

SMS Management & Technology Limited (SMS) (ASX:SMX) today announced that the Australian Securities and Investments Commission has registered the Scheme Booklet in relation to the proposed acquisition of SMS by ASG Group Limited (ASG), via a Scheme of Arrangement (Scheme).

A copy of the Scheme Booklet, which includes the Independent Expert's Report, a notice of Scheme meeting and a copy of the proxy form for the Scheme meeting, is attached to this announcement. Copies of the Scheme Booklet will be sent to SMS shareholders on or about Wednesday, 2 August 2017. SMS shareholders who have elected to receive communications electronically will receive an email where they can download the Scheme Booklet and lodge their proxy vote online. The Scheme Booklet will also be available for download from SMS's website at http://www.smsmt.com/investor-information.

The Directors of SMS continue to unanimously recommend that SMS shareholders vote in favour of the Scheme at the Scheme meeting to be held on Friday, 1 September 2017, in the absence of a superior proposal or the Independent Expert changing or qualifying its conclusion that the Scheme is in the best interests of SMS shareholders. Subject to those same qualifications, each of your Directors intends to vote any SMS shares in their control in favour of the Scheme.

The upcoming Scheme meeting will be held at 11.00 am (Melbourne time) on Friday, 1 September 2017, at Level 2 of the RACV Club, located at 501 Bourke Street, Melbourne, Victoria.

Should you have any questions in relation to the Scheme, or the Scheme Booklet, please contact the SMS Shareholder Information Line on 1300 970 086 (within Australia) or [phone] (outside Australia) Monday to Friday from 8.30 am to 5.30 pm (Melbourne time).

Unaudited 2017 Results Update

SMS today announced an update on its unaudited results for the financial year ended 30 June 2017. Based on unaudited results, total revenue was $304.5 million and total earnings before interest, tax, depreciation and amortisation (EBITDA) prior to significant items was $10.9 million. These results remain subject to completion of the external audit of SMS's financial statements.

SMS Management & Technology Limited ACN 009 558 865 SMS Consulting Group Ltd ACN 006 515 028

M&T Resources Pty Ltd ACN 132 349 458 SMS Management & Technology Asia Pty Ltd ACN 141 797 480 SMS Management & Technology Malaysia Pty Ltd ACN 156 456 361 SMS Management & Technology Singapore Pty Ltd ACN 143 117 819 SMS Management & Technology Vietnam Pty Ltd ACN 110 232 623

Significant items include a non-cash goodwill impairment charge of $46.7 million and termination costs of

$0.9 million, both disclosed in the 2017 half-year results presentation released on 27 February 2017, together with transaction costs incurred in relation to the now terminated DWS scheme of $1.2 million.

SMS plans to release its 2017 audited financial results on 23 August 2017.

For further information please contact:

Rick Rostolis, Chief Executive Officer Peter Sherar, Chief Financial Officer

[e-mail] [e-mail]

[phone] [phone]

About SMS

SMS is an ASX-listed Australian business specialising in business and IT advisory, technology solutions, managed services and recruitment. SMS cultivates innovation, digital, mobile and design-led business and technology capability to empower organisations across all industry sectors. With over 1,400 staff across Australia, Hong Kong, Singapore and the Philippines, SMS promotes and delivers next-generation customer-centric outcomes for our clients.

For more information please visit www.smsmt.com

SCHEME BOOKLET

In relation to a proposal from ASG Group Limited

ACN 070 045 117 (ASG) to acquire all the ordinary shares in SMS Management & Technology Limited ACN 009 558 865 (SMS) by way of scheme of arrangement.

Your Directors unanimously recommend that you

VOTE IN FAVOUR

of the Scheme, in the absence of a Superior Proposal or the Independent Expert changing or qualifying its conclusion that the Scheme is in the best interests of SMS Shareholders.

Subject to the above qualifications, each SMS Director intends to vote the SMS Shares they hold or control in favour of the Scheme Resolution. A Notice of Scheme Meeting is included as Annexure D to this Scheme Booklet, and a proxy form for the Scheme Meeting accompanies this Scheme Booklet.

The Scheme Meeting will be held at 11:00am (Melbourne time) on Friday 1 September 2017

at Level 2, RACV Club, 501 Bourke Street, Melbourne.

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 any doubt as to what you should do, you should consult your broker, financial adviser or legal adviser immediately.

Financial advisers Legal adviser

IMPORTANT NOTICES

General

This Scheme Booklet is important and requires your immediate attention. You should read this Scheme Booklet in full before making any decision as to how to vote at the Scheme Meeting.

This Scheme Booklet provides SMS Shareholders with information about the proposed acquisition of SMS by ASG.

Nature of this Scheme Booklet

This Scheme Booklet includes the explanatory statement for the Scheme required by subsection 412(1) of the Corporations Act.

This Scheme Booklet does not constitute or contain an offer to SMS Shareholders, or a solicitation of

an offer from SMS Shareholders, in any jurisdiction. This Scheme Booklet is not a disclosure document required by Chapter 6D of the Corporations Act. Subsection 708(17) of the Corporations Act provides that Chapter 6D of the Corporations Act does not apply in relation to arrangements under Part 5.1 of the Corporations Act approved at a meeting held as a result of an order under subsection 411(1). Instead, SMS Shareholders asked to vote on an arrangement at such a meeting must be provided with an explanatory statement as referred to above.

ASIC and ASX

A copy of this Scheme Booklet has been registered by ASIC for the purposes of subsection 412(6) of the Corporations Act. ASIC has been given the opportunity to comment on this Scheme Booklet

in accordance with subsection 411(2) of the Corporations Act. Neither ASIC, nor any of its officers, takes any responsibility for the contents of this Scheme Booklet.

ASIC has been requested to provide a statement, in accordance with paragraph 411(17)(b) of the Corporations Act, that it has no objection to the Scheme. If ASIC provides that statement, it will

be produced to the Court at the time of the Court hearings to approve the Scheme.

A copy of this Scheme Booklet has been provided to ASX. Neither ASX, nor any of its officers, takes any responsibility for the contents of this Scheme Booklet.

Important notice associated with Court order under subsection 411(1) of the Corporations Act

The fact that, under subsection 411(1) of the Corporations Act, the Court has ordered that a meeting be convened by SMS for SMS Shareholders to consider and vote on the Scheme and directed that an explanatory statement accompany the Notice of Scheme Meeting does not mean that the Court:

+ has formed any view as to the merits of the proposed Scheme or as to how SMS

Shareholders should vote (on this matter SMS Shareholders must reach their own conclusion); or

+ has prepared, or is responsible for the content of, the explanatory statement.

Notice of Scheme Meeting

The Notice of Scheme Meeting is set out in Annexure D.

Notice of Second Court Hearing

If SMS Shareholders approve the Scheme by the Requisite Majorities, the Court will consider whether to approve the Scheme at the Second Court Hearing to be held at 10:00am on Wednesday, 6 September 2017 at the Supreme Court of Victoria, 210 William Street, Melbourne VIC 3000.

You may appear at the Second Court Hearing.

If you wish to oppose the approval of the Scheme at the Second Court Hearing, you may do so by filing with the Court, and serving on SMS, a notice of appearance in the form prescribed under the Supreme Court (Corporations) Rules 2013 (Vic), together with any affidavit on which you wish to rely at the hearing. The notice of appearance and affidavit must be served on SMS at its address

for service at least one day before the Second Court Date.

The address for service is: SMS Management & Technology Limited, Level 41, 140 William Street, Melbourne VIC 3000, Attention: General Counsel.

Defined terms

Capitalised terms used in this Scheme Booklet are defined in Section 13.1 of this Scheme Booklet.

Section 13.2 also sets out some rules of interpretation which apply to this Scheme Booklet. Some of the documents reproduced in the annexures to this Scheme Booklet have their own defined terms,

which are sometimes different to those set out in Section 13.1.

No investment advice

This Scheme Booklet has been prepared without reference to the investment objectives, financial and taxation situation or particular needs of each SMS Shareholder or any other person. The information and recommendations contained in this Scheme Booklet do not constitute, and should not be taken as, financial product advice. The SMS Directors encourage you to seek independent financial and taxation advice before making any investment decision and any decision as to whether or not to vote in favour of the Scheme. This Scheme Booklet should be read in its entirety before making a decision on whether or not to vote in favour of the Scheme. In particular, it is important that you consider the potential risks if the Scheme does not proceed, as set out in Section 6.8 of this Scheme Booklet,

the views of the Independent Expert set out in the Independent Expert's Report contained in Annexure A and the risks associated with the Scheme set out in Section 9. If you are in doubt as to the course you should follow, you should consult an independent and appropriately licensed and authorised professional adviser.

Forward looking statements

Some of the statements appearing in this Scheme Booklet (including in the Independent Expert's Report) may be in the nature of forward looking statements. Forward looking statements or statements of intent in relation to future events in this Scheme Booklet (including in the Independent Expert's Report) should not be taken to be forecasts or predictions that those events will occur. Forward looking statements generally may be identified by the use of forward looking words such as 'believe', 'aim', 'expect', 'anticipate', 'intending', 'foreseeing', 'likely', 'should', 'planned', 'may', 'estimate', 'potential', or other similar words. Similarly, statements that describe the objectives, plans, goals, intentions

or expectations of ASG are or may be forward looking statements. You should be aware that such statements are only opinions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to SMS and ASG and/or the industry in which they operate, as well as general economic conditions, prevailing exchange rates and interest rates and conditions in financial markets.

Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and deviations are both normal and to be expected. None of SMS or ASG or their respective officers, directors, employees or advisers or any person named in this Scheme

Booklet or involved in the preparation of this Scheme Booklet makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement. Accordingly, you are cautioned not to place undue reliance on those statements.

The forward looking statements in this Scheme Booklet reflect views held only at the date of this Scheme Booklet. Subject to any continuing obligations under the Listing Rules or the Corporations Act, SMS and ASG, and their respective officers, directors, employees and advisers, disclaim any obligation or undertaking

to distribute after the date of this Scheme Booklet any updates or revisions to any forward looking statements to reflect (a) any change in expectations in relation to such statements; or (b) any change in events, conditions or circumstances on which any such statement is based.

Responsibility statement

SMS has prepared, and is responsible for, the SMS Information. Neither ASG nor any of its Subsidiaries, directors, officers, employees or advisers assume any responsibility for the accuracy or completeness of such information.

ASG has prepared, and is responsible for, the ASG Information. Neither SMS nor any of its Subsidiaries, directors, officers, employees or advisers assume any responsibility for the accuracy or completeness of such information.

KPMG Financial Advisory Services (Australia)

Pty Ltd (of which KPMG Corporate Finance is a division) (KPMG Corporate Finance) has prepared the Independent Expert's Report (as set out in Annexure A) and takes responsibility for that report. Ernst & Young has prepared the "Tax Considerations" in Section 10 and takes responsibility for the

ii SMS Scheme Booklet