announcement 4 - nbt voting intentions

Members of the Nexus Battle organizing committee (NBT) intend to vote AGAINST the scheme. This is consistent with 99.1% of the registrants with NBT who have also indicated their personal intention to vote against the scheme.

NBT has been advocating for a better deal from Seven Group Holdings Limited (SGH) since the scheme was presented to shareholders on the 31/3/2014. To be clear, we do not oppose SGH making a takeover bid for Nexus. We do however object to the scheme, in its current form, for the following reasons:

1) We believe that the 2 cent per share remuneration proposed to shareholders significantly undervalues the company. The company’s own 31 December 2013 accounts (adjusted for Sedco settlement and Longtom repair) give an equity value of $123m or 9.1 cps

2) We believe that the management and board have not acted in the best interests of shareholders. Evidence of this is their comment that " No need to raise equity to satisfy short term funding over next 12 months" in an investor presentation dated 6 June 2013 yet we now find ourselves with a Scheme of Arrangement at 2 cents per share, well below the price the stock has ever traded at.

3) Material conflict of interest issues and lack of transparency and disclosure as raised in the ISS report.

4) Issues with the IER that, we believe, have not been fully explained by Deloitte.

5) The method, language and tone of the proposed merger.

IMPORTANT – Members of NBT organizing committee have considered the consequences of a vote against the Scheme in arriving at their personal voting intention. NBT under no circumstance intends to influence the voting intention of its registrants or other shareholders.

It is important that each shareholder read the scheme booklet and seek professional advice that is specific to their personal circumstances.

NBT discloses their personal voting intention for transparency and disclosure purposes only.

Please read our disclaimer at www.nexusbattle.com