MOQ : Trading Update and Scheme Implementation Deed

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ASX Announcement

30 June 2022

Trading Update and MOQ enters into Scheme Implementation Deed with Atturra

Trading Update

Key Commentary

• Operational challenges have continued from 1H22
• Although significant progress has been made on unprofitable professional services customer contracts on fixed fee arrangements (identified in MOQ's Trading Update announced on 15 December 2021), two of these contracts are now expected to only conclude in 1H23, which is later than originally anticipated
• MOQ commenced its 'Back on Track' plan as announced on 28 February 2022; however, the turnaround has been slower than originally expected
• Trading losses continue to be a challenge for MOQ, and the Company is taking action to minimise these cash outflows
• Net cash as at 31 May 2022 was c. $2.7 million

Consistent with MOQ's previous policy, the Company is not providing any guidance with respect to its FY22 statutory profit before tax or any other financial outcomes for the full year.

Scheme Implementation Deed

Overview

MOQ Limited (MOQ or the Company) and Atturra Limited (Atturra)1 today announce that following receipt of an unsolicited offer from Atturra, they have executed a Scheme Implementation Deed (SID) under which it is proposed that Atturra will acquire 100% of the fully diluted share capital in MOQ by way of a scheme of arrangement (Scheme).

Under the terms of the Scheme, MOQ shareholders will receive total consideration of $0.05 in cash per MOQ share (Scheme Consideration), subject to all applicable conditions being satisfied or waived and the Scheme being implemented. The offer price values MOQ at approximately $15.5 million2.

MOQ's Board of Directors Unanimously Recommend the Scheme

The Directors of MOQ, including CEO Peter Ward, unanimously recommend that MOQ's shareholders vote in favour of the Scheme in the absence of a superior proposal and, in the event that MOQ elects to appoint an Independent Expert, subject to the Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of MOQ's shareholders. Subject to those same qualifications, each Director of MOQ intends to vote all MOQ shares they hold or control in favour of the proposed Scheme. The Directors of MOQ together hold or control approximately 34.1% of the issued share capital in MOQ.

The Scheme Consideration of $0.05 per MOQ share is:

• a 4.2% premium to MOQ's closing share price of $0.048 on 29 June 2022 (being the last price prior to the announcement of this Scheme); and
• equivalent to the Offer Price of $0.05 per MOQ share under MOQ's Entitlement Offer, which was announced on 28 February 2022

1. The SID has been entered into by MOQ and Atturra Holdings Pty Ltd, a wholly owned subsidiary of Atturra
2. Based on 310,326,182 fully diluted shares on issue upon implementation of the Scheme

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The Scheme provides 'certainty of value' to MOQ shareholders and the opportunity to realise 100% of their shareholdings for cash.

The Scheme is not subject to a capital raising, financing condition or due diligence by Atturra and is subject only to conditions customary for transactions of this type, including approval by the shareholders of MOQ and Federal Court of Australia.

Commenting on the transaction, David Shein, Non-Executive Chairman of MOQ, said:

"The Board of MOQ views the Atturra offer as a compelling opportunity for MOQ shareholders to realise immediate value for their shareholding. We are confident that this merger will have a positive impact for both our existing and future customers by leveraging the combined group's significant experience, product knowledge, IT expertise and resources. The Atturra transaction will provide significant career opportunities for our staff, and we look forward to the journey ahead."

Details of the Scheme

The transaction will be implemented by way of a Scheme of Arrangement under Australian law. The SID sets out the terms and conditions upon which MOQ and Atturra will give effect to the Scheme.

The Scheme is subject to a number of customary conditions including approval by MOQ shareholders and the Federal Court of Australia, no material adverse change, no prescribed occurences, cancellation of MOQ options and any required regulatory approvals. The Scheme is not conditional on due diligence or finance. Atturra will fund the total cash consideration using existing cash and cash equivalents at call and undrawn debt facilities.

The SID contains customary exclusivity provisions including 'no shop', 'no due diligence' and 'no talk' restrictions, a notification obligation and a matching right, subject to MOQ's fiduciary and statutory obligations. The SID also details the circumstances under which a Reimbursement Fee (of $250,000) may be payable by either MOQ or Atturra.

Full details of the Scheme are set out in the SID, a copy of which accompanies this announcement.

Indicative Timetable and Next Steps

MOQ shareholders do not need to take any action at this stage.

Subject to Court Approval, a Scheme Booklet containing information relating to the Scheme, the reasons for MOQ Directors' unanimous recommendation, details of the Scheme meeting as well as an Independent Expert's Report (to be undertaken by Lonergan Edwards & Associates Limited) providing an assessment as to whether the Scheme is in the best interests of MOQ shareholders is expected to be provided to MOQ shareholders around late July 2022. MOQ shareholders should read the Scheme Booklet once it is available and seek independent advice before making a decision on how to vote.

The Scheme also remains subject to a number of conditions including regulatory approvals and waivers. As such, the certainty of and timing for the completion of the Scheme cannot be confirmed at this time and any guidance on timing should be treated as indicative at this stage. MOQ will continue to keep the market informed in accordance with its continuous disclosure obligations.

MOQ shareholders will then have the opportunity to vote on the Scheme at the Court-convened Scheme meeting, which is currently expected to be held in early October 2022.

Advisers

Monash Advisory is acting as financial adviser and Thomson Geer is acting as legal adviser to MOQ.

ANZ Corporate Advisory is acting as financial and corporate adviser and HWL Ebsworth is acting as legal adviser to Atturra.

This announcement has been authorised by the MOQ Limited Board of Directors.

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Further Informaiton

For further information, contacts as below:

MOQ

Peter Ward

Chief Executive Officer & Executive Director

M: [phone]

1. [e-mail]

About MOQ Limited (ASX:MOQ)

MOQ Limited is a global award-winning provider of market leading services and solutions, including Consulting, Integration, Managed Services and Solutions around data, applications, and infrastructure that enables digital business. Core to MOQ's strategy is to build annuity revenue streams through high value managed services and commercialised IP such as the Virtual DBA service and to capitalise on the rapidly growing digital economy. For more information visit: https://www.moq.com.au/

About Atturra Limited (ASX:ATA)

Atturra is an ASX-listed technology business providing a range of enterprise advisory, consulting, IT services and solutions with a focus on local government, utilities, education, defence, federal government, financial services and manufacturing industries. Atturra has partnerships with leading global providers including Microsoft, Boomi, Software AG, Opentext, Smartsheet, QAD, Infor and Solace and its clients are some of the largest public and private-sector organisations in Australia. For more information visit: www.atturra.com

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Scheme Implementation Deed

Atturra Holdings Pty Ltd

and

MOQ Limited

Ref GWH:1111261

Legal/78996191_2	Level 14, Australia Square, 264-278 George Street, Sydney NSW 2000 Australia	Telephone [phone]
Doc ID 965797993/v1 GPO Box 5408, Sydney NSW 2001 Australia	Facsimile 1300 369 656 (Australia) [phone] (International)
		hwlebsworth.com.au

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Table of contents

1.	Definitions and interpretation clauses	1
2.	Agreement to proceed with the Transaction	2
3.	Conditions Precedent and pre-implementation steps	2
4.	Transaction steps	8
5.	Implementation	9
6.	Integration	20
7.	Representations and warranties	22
8.	Releases	24
9.	Public announcement	27
10.	Confidentiality	27
11.	Exclusivity	28
12.	Reimbursement Fee	33
13.	Termination	37
14.	Duty, costs and expenses	40
15.	GST		40
16.	Notices	41
17.	General	43
Schedule 1	Definitions and interpretation	46
Schedule 2	Atturra Representations and Warranties	64
Schedule 3	MOQ Representations and Warranties	66
Schedule 4	MOQ Capital Details	70
Schedule 5	Option Consideration	71
Signing page		72

Legal/78996191_2

Doc ID 965797993/v1