Form 603 Corporations Act 2001 Section 671B Notice of initial substantial shareholder

To Company Name/Scheme

VOCUS COMMUNICATIONS LIMITED

ACN

084 115 499

  1. Details of substantial holder

    Name

    The Goldman Sachs Group, Inc. ("GSGI") on behalf of itself and its subsidiaries ("Goldman Sachs Group") including its significant subsidiaries listed in Annexure A ("Significant Subsidiaries") and Goldman Sachs Holdings ANZ Pty Limited and its subsidiaries ("Goldman

    Sac hs Australia Group") .

    ACN/ARSN (if

    applicable)

    Not applicable

    The holder became a substantial holder on

    4 January 2017

  2. Details of voting power

    The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

    Class of securities

    Number of securities

    Persons' votes

    Voting power

    Ordinary Fully Paid Shares

    31,110,388

    31,110,388

    5.01%

  3. Details of relevant interests

    The nature of the relevant interest the substantial holder had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

    Holder of relevant interest

    Nature of relevant interest

    Class and number of securities

    The Goldman Sachs Group Inc ("GSGI")

    GSGI has a relevant interest in ordinary fully paid shares by virtue of section 608(3) of the Corporations Act 2001.

    31,110,388

    Ordinary Fully Paid Shares

    Goldman Sachs Asset Management Australia Pty Ltd ("GSAMA")

    GSAMA has a relevant interest in 25,235,081 ordinary fully paid shares in its capacity as investment manager for a range of client portfolios.

    25,235,081

    Ordinary Fully Paid Shares

    Holder of relevant interest

    Nature of relevant interest

    Class and number of securities

    Goldman Sachs Australia Managed Funds Limited ("GSAMF")

    GSAMF has a relevant interest in 4,571,739 ordinary fully paid shares in its capacity as responsible entity for the range of Goldman Sachs Australia Managed Funds.

    4,571,739

    Ordinary Fully Paid Shares

    GSAMA

    GSAMA has a relevant interest in 4,571,739 ordinary fully paid shares in its capacity as investment manager for a range of Goldman Sachs Australia registered managed investment schemes.

    4,571,739

    Ordinary Fully Paid Shares

    Goldman Sachs Asset Management L.P. ("GSAMLP")

    GSAMLP has a relevant interest in 90,149 ordinary fully paid shares in its capacity as investment manager for a range of client portfolios.

    90,149

    Ordinary Fully Paid Shares

    Goldman Sachs International ("GSI")

    GSI beneficially owns ordinary fully paid shares.

    92,515

    Ordinary Fully Paid Shares

    Goldman Sachs Financial Markets Pty Ltd ("GAUS")

    GAUS beneficially owns ordinary fully paid shares.

    1,090,890

    Ordinary Fully Paid Shares

    Goldman Sachs Australia Pty Ltd ("GSA")

    GSA beneficially owns ordinary fully paid shares.

    30,014

    Ordinary Fully Paid Shares

  4. Details of present registered holders

    The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

    Holder of relevant interest

    Registered holder of securities

    Person entitled to be registered as holder

    Class and number of securities

    GSAMA

    JP Morgan Chase Bank, Sydney

    Various clients

    25,235,081

    Ordinary Fully Paid Shares

    National Nominees Limited

    National Asset Servicing

    National Australia Bank Limited

    State Street Australia Limited

    BNP Paribas Australia

    National Australia Bank, Melbourne

    State Street, Luxembourg

    Holder of relevant interest

    Registered holder of securities

    Person entitled to be registered as holder

    Class and number of securities

    GSAMF

    RBC Dexia Investor Services Australia Pty Limited

    UBS AG Australia Branch

    GSAMF as the responsible entity for the range of Goldman Sachs Australia registered managed investment schemes

    4,571,739

    Ordinary Fully Paid Shares

    GSAMA

    GSAMLP

    Bank of New York Mellon

    Various clients

    90,149

    Ordinary Fully Paid Shares

    GSI

    HSBC Custody Nominees Australia Limited

    GSI

    92,515

    Ordinary Fully Paid Shares

    GAUS

    HSBC Custody Nominees Australia Limited

    GAUS

    1,090,890

    Ordinary Fully Paid Shares

    GSA

    HSBC Custody Nominees Australia Limited

    Various clients

    30,014

    Ordinary Fully Paid Shares

  5. Consideration

    The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

    Holder of Relevant Interest

    Date of Acquisition

    Number of Securities

    Total Consideration

    Please refer to Annexure B.

  6. Associates

    The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

    Name and ACN (if applicable)

    Nature of association

    N/A

    N/A

  7. Addresses

The addresses of persons named in this form are as follows:

Name

Address

GSGI

Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801, USA

Goldman Sachs Australia Group

All care of Level 17, 101 Collins Street, Melbourne Victoria 3000, Australia

GSAMA

Level 17, 101 Collins Street, Melbourne, Victoria 3000, Australia

GSAMF

Level 17, 101 Collins Street, Melbourne, Victoria 3000, Australia

GSI

Peterborough Court, 133 Fleet Street, London EC4A 2BB, United Kingdom

GSAMLP

Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801, USA

GAUS

Level 17, 101 Collins Street, Melbourne, Victoria 3000, Australia

GSA

Level 17, 101 Collins Street, Melbourne, Victoria 3000, Australia

JP Morgan Chase Bank, Sydney

Level 16, 85 Castlereagh Street, Sydney NSW 2000 Australia

RBC Dexia Investor Services Australia Pty Limited

2 Park Street, Level 17, Sydney, NSW 2000, Australia

Name

Address

HSBC Custody Nominees Australia Limited

GPO Box 5302, Sydney NSW 2001, Australia

Bank of New York Mellon

One Wall Street, New York, NY 10286, USA

BNP Paribas Australia

Level 7, 60 Castlereagh Street, Sydney, NSW 2000, Australia

National Asset Servicing

Level 12, 500 Bourke Street Melbourne 3000, Australia

National Australia Bank Limited

Level 12, 500 Bourke Street Melbourne 3000, Australia

National Nominees Limited

Level 5, 271 Collins Street, Melbourne, Victoria 3000, Australia

State Street Australia Limited

420 George Street, Level 14, Sydney, NSW 2000, Australia

National Australia Bank, Melbourne

500 Bourke Street, Melbourne VIC 3000

State Street, Luxembourg

49 Avenue J.F. Kennedy, 1855 Luxemburg, Luxembourg

UBS AG Australia Branch

Level 16, Chifley Tower, 2 Chifley Square, Sydney NSW 2000

Signature

Print name

Raymond Chow

(signing under power of attorney in accordance with section 52 of the

Corporations Act)

Capacity

Authorised Person

Sign here

Date

6 January 2017

Vocus Communications Limited published this content on 09 January 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 08 January 2017 22:47:06 UTC.

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