2006 Webcentral NetRegistry

17 August 2006
The Manager
Company Announcements Office
Australian Stock Exchange Limited
Level 4, Exchange Centre
20 Bridge Street
SYDNEY NSW 2000
Dear Sir
Attached is a copy of a letter to be sent to the Company’s shareholders today.
Yours faithfully,
Nicola Seaton
Company Secretary
17 August 2006
Dear Shareholder
WEBCENTRAL GROUP LIMITED – PROPOSAL FROM NETREGISTRY PTY

LIMITED
Dear Shareholders
After the Explanatory Memorandum regarding the proposed Scheme of Arrangement

between WebCentral Group Limited and Melbourne IT Limited was mailed to you,
WebCentral Group received an unsolicited indicative proposal on behalf of NetRegistry
Pty Limited from Sydney Capital Partners, adviser to NetRegistry. WebCentral has
issued an announcement to the Australian Stock Exchange in relation to the
NetRegistry proposal, a copy of which is attached for your information.
If you have any queries about this information or about your proxy, please contact the
shareholder telephone information line on:
(Within Australia) 1800 454 256

(International) +61 7 3230 7157.
The Board of WebCentral Group unanimously continues to support the proposed

scheme of arrangement with Melbourne IT and recommends you accept the Melbourne
IT proposal.
Yours faithfully,
Nicola Seaton
Company Secretary
16 August 2006
The Manager
Company Announcements Office
Australian Stock Exchange Limited
Level 4, Exchange Centre
20 Bridge Street
SYDNEY NSW 2000
Dear Sir
In response to recent speculation, WebCentral confirms it has received an unsolicited

indicative proposal on behalf of NetRegistry Pty Limited from Sydney Capital Partners,
adviser to NetRegistry.
For the reasons set out below however, the board of WebCentral has determined that
its shareholders’ interests would be better served by continuing to pursue the well
advanced proposed merger with Melbourne IT. NetRegistry’s proposal does not
constitute an offer by NetRegistry for WebCentral shares. The proposal is relatively
complex, involving a number of separate but inter-conditional transactions:
(a) Demerger of WebCentral’s dedicated hosting business to shareholders,

followed by acquisition of 100% of the business by HostWorks Group Limited for
cash;
(b) Offers by WebCentral to buy back up to 100% of its shares on completion, and
again 9 months after completion;
(c) Acquisition by WebCentral of NetRegistry in return for a new issue of

WebCentral shares. At this time NetRegistry has not indicated the price at
which it proposes WebCentral would acquire the business, or the number of
WebCentral shares to be issued as consideration. WebCentral also has not
undertaken any due diligence investigations on NetRegistry, which is an unlisted
private company; and
(d) WebCentral raising up to $15 million of new equity.
NetRegistry has indicated that total cash payments to WebCentral shareholders as a

result of these transactions could be up to $1.65 per share.
The proposal is conditional and at an early stage of development. It does not at this
point represent an offer capable of acceptance by WebCentral. Conditions of
NetRegistry’s proposal include securing committed equity and debt financing for the
transaction.
The directors of WebCentral have considered the proposal and received advice from
Deutsche Bank, financial advisers to the company, and Addisons, legal advisers to the
company. They do not believe the conditions of the proposal could be satisfied or the
proposal developed into an offer capable of acceptance prior to the scheme meeting to
approve Melbourne IT’s offer on 21 August 2006. Pursuit of NetRegistry’s proposal
would therefore jeopardise the proposed merger with Melbourne IT and involve an
obligation to pay Melbourne IT a break fee of $600,000. There would be no certainty
that Melbourne IT would be willing to make an offer on the same terms or at all if
NetRegistry’s proposal was withdrawn or could not be completed. On this basis, the
directors do not believe it would be in WebCentral shareholders’ interests to further
pursue NetRegistry’s proposal.
Lucy Turnbull, Chair of WebCentral said “WebCentral’s directors believe Melbourne IT’s
offer represents an attractive opportunity for WebCentral shareholders. They did not
wish to put that offer at risk by pursuing a complicated, conditional proposal that was at
an early stage of development.”
Yours faithfully,
Nicola Seaton
Company Secretary

2006 Webcentral NetRegistry

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17 August 2006

Attached is a copy of a letter to be sent to the Company’s shareholders today.

WEBCENTRAL GROUP LIMITED – PROPOSAL FROM NETREGISTRY PTY

After the Explanatory Memorandum regarding the proposed Scheme of Arrangement

(Within Australia) 1800 454 256

The Board of WebCentral Group unanimously continues to support the proposed

In response to recent speculation, WebCentral confirms it has received an unsolicited

(a) Demerger of WebCentral’s dedicated hosting business to shareholders,

(c) Acquisition by WebCentral of NetRegistry in return for a new issue of

(d) WebCentral raising up to $15 million of new equity.

NetRegistry has indicated that total cash payments to WebCentral shareholders as a

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