Vocus : Becoming a substantial holder

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial shareholder

To Company Name/Scheme

VOCUS GROUP LIMITED

ACN

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 Sachs Australia Group")

ACN/ARSN (if applicable)Not applicableThe holder became a substantial holder on

10 January 2019

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
Fully Paid Ordinary Shares	35,014,765	35,014,765	5.63%

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 fully paid ordinary shares by virtue of section 608(3) of the Corporations Act 2001.	35,014,765	Fully Paid Ordinary Shares
Goldman Sachs Asset Management L.P. ("GSAMLP")	GSAMLP has a relevant interest in fully paid ordinary shares in its capacity as investment manager for a range of client portfolios.	3,476,995	Fully Paid Ordinary Shares
Goldman Sachs International ("GSI")	GSI beneficially owns fully paid ordinary shares.	5,410,900	Fully Paid Ordinary Shares
Goldman Sachs Financial Markets Pty Ltd ("GAUS")	GAUS beneficially owns fully paid ordinary shares.	23,719,756	Fully Paid Ordinary Shares
Holder of relevant interest	Nature of relevant interest	Class and number of securities
Goldman Sachs & Co. LLC ("GSCO")	Holder of shares subject to an obligation to return under the securities lending agreements (see Annexure B).	591,801	Fully Paid Ordinary Shares
GSI	Holder of shares subject to an obligation to return under the securities lending agreements (see Annexure B).	1,815,313	Fully Paid Ordinary 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
GSAMLP	Bank of New York Mellon	Various clients	3,476,995	Fully Paid Ordinary Shares
GSI	HSBC Custody Nominees Australia Limited	GSI	7,226,213	Fully Paid Ordinary Shares
GAUS	HSBC Custody Nominees Australia Limited	GAUS	23,719,756	Fully Paid Ordinary Shares
GSCO	HSBC Custody Nominees Australia Limited	GSCO	591,801	Fully Paid Ordinary 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

Consideration

Class and number of securities

Please refer to Annexure B and C.

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
GSAMLP	Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801, USA
GAUS	Level 17, 101 Collins Street, Melbourne, Victoria 3000, Australia
GSI	Peterborough Court, 133 Fleet Street, London EC4A 2BB, United Kingdom
GSCO	Level 17, 101 Collins Street, Melbourne Victoria 3000, Australia
Goldman Sachs Australia Group	All care of Level 17, 101 Collins Street, Melbourne Victoria 3000, Australia

Name

Address

HSBC Custody Nominees Australia Limited

GPO Box 5302, Sydney NSW 2001, Australia

Bank of New York Mellon

200 West Street, New York, NY 10282, USA

Signature

Print nameJessica Kwan

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

Sign hereCapacityAuthorised PersonDate

14 January 2019

Annexure A

(This is Annexure A of two (2) pages referred to in Form 603, Notice of initial substantial shareholder)

Significant Subsidiaries of The Goldman Sachs Group, Inc.

The following are significant subsidiaries of The Goldman Sachs Group, Inc. as of December 31, 2017 and the states or jurisdictions in which they are organized. Each subsidiary is indented beneath its principal parent. The Goldman Sachs Group, Inc. owns, directly or indirectly, at least 99% of the voting securities of substantially all of the subsidiaries included below. The names of particular subsidiaries have been omitted because, considered in the aggregate as a single subsidiary, they would not constitute, as of the end of the year covered by this report, a "significant subsidiary" as that term is defined in Rule 1-02(w) of Regulation S-X under the Securities Exchange Act of 1934.

THE GOLDMAN SACHS GROUP, INC AND ITS SUBSIDIARIES

Signature

Sign herePrint nameJessica Kwan

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

CapacityDateAuthorised Person

14 January 2019