Amcom Telecommunications Limited ABN 20 062 046 217

PROSPECTUS

For the issue of Shares at 10 cents

each pursuant to a non renounceable entitlement issue to Shareholders

This Offer is Underwritten.

This document is important and should receive your immediate attention. If you are uncertain as to its contents and as to how you should act in this matter,

you should consult your professional adviser without delay. This Offer should be read in conjunction with the investment considerations

and risk factors outlined in this Prospectus.

TABLE OF CONTENTS Page No:

IMPORTANT NOTICE 1

OVERVIEW OF OFFER AND KEY DATES 2

CORPORATE DIRECTORY 3

CHAIRMAN'S LETTER 4

Section 1. DETAILS OF THE ISSUE 6

Section 2. EFFECT OF THE ISSUE 10

Section 3. RIGHTS ATTACHING TO THE SHARES OFFERED 13

Section 4. INVESTMENT CONSIDERATIONS 14 and RISK FACTORS Section 5. ADDITIONAL INFORMATION 16

Section 6. GLOSSARY OF DEFINED TERMS 27

Section 7. DIRECTORS’ AUTHORISATION and CONSENT 28

Section 8. GUIDE TO APPLICATION FORM 29

Page 1

IMPORTANT NOTICE

This Prospectus is dated 5 December 2003 and was lodged with ASIC on that date.

ASIC and ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Shares will be allotted or issued on the basis of this Prospectus later than 5 January 2005, being the expiry date of this Prospectus.

Shareholders wishing to subscribe for the Shares offered by this Prospectus should read this Prospectus carefully and in its entirety in order to make an informed assessment of the Offer, the risk factors that could effect the financial performance of the Company and the rights attaching to the Shares offered hereunder. Application for ASX Listing Application will be made within 7 days of the date of issue of this Prospectus for permission for the Shares offered by this Prospectus to be quoted on ASX. Restrictions on Distribution If your address as shown in the Company’s Share Register is a place outside Australia and or New Zealand then this Prospectus does not constitute an offer of Shares to you. The Company has appointed Siafu Securities Pty Ltd (ACN 101 152 863) as nominee for foreign Shareholders to enable those Shareholders, to obtain the benefits arising from this Offer. Foreign Shareholders should read section 1.10 very carefully. How to apply for Shares An Application for Shares under this Prospectus can only be made by completing the appropriate Application Form accompanying this Prospectus and in accordance with the instructions set out in Section 8 of this Prospectus and on the relevant Application Form. An Application Form must be accompanied by a cheque, denominated in Australian dollars, for the full amount of the applicable application monies. Cheques must be made payable to “Amcom Telecommunications Limited Share Issue Account” and should be crossed “not negotiable”.

Page 2

OVERVIEW OF OFFER AND KEY DATES This Prospectus is an Offer to Shareholders of the Company registered at the Record Date to apply for Shares in the Company at 10 cents per Share on the basis of the right to apply for 2 Shares for every 9 Shares held at the appropriate Record Date. The Offer is non renounceable. All Shares offered by this Prospectus will be issued as fully paid shares and will rank equally in all respects with the other Shares then on issue in the Company. Key Dates

Record Date for determining Entitlements of Shareholders

17 December 2003

Dispatch of Prospectus to Shareholders 19 December 2003

Closing Date for Acceptances from Shareholders 14 January 2004

Closing Date for Acceptances from member organisation of ASX

19 January 2004

Expected allotment of Shares 23 January 2004

Holding Statements to be dispatched 28 January 2004 *

Trading commences on ASX 30 January 2004 *

* The dates for dispatching the Holding Statements and the commencement of trading on ASX are indicative only and may vary without notice.

No person is authorised to give any information or to make any representation in connection with the issue of Shares described in this Prospectus which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Directors in connection with the Issue. Shares offered by this Prospectus should be considered to be of a speculative nature. Shareholders should refer to Section 6 of this Prospectus “Glossary of Defined Terms” for the meaning of certain words and terms used in this Prospectus.

Page 3

CORPORATE DIRECTORY

DIRECTORS Anthony Grist Chairman Ian Warner Deputy Chairman (Non Executive) Eddy Yip Hang Lee Managing Director and Chief Executive Officer Clive Stein Chief Operating Officer Andrew McLean Non Executive Peter Clifton Non Executive Ronald Sayers Non Executive Anthony Davies Non Executive PROPOSED DIRECTOR Christopher Ferguson COMPANY SECRETARY Karl Matacz REGISTERED OFFICE 43 King Edward Road Osborne Park 6017 PERTH Western Australia Investor Information 1800 262661 Sales Information 1800 222019 SHARE REGISTRY Computershare Investor Services Pty Ltd Level 2, Reserve Bank Building 45 St George’s Terrace PERTH 6000 Western Australia Telephone: (+ 61 8) 9323 2000 Facsimile: (+ 61 8) 9323 2033 AUDITORS Deloitte Touche Tohmatsu Level 16 152 St Georges Terrace PERTH 6000 Western Australia Telephone: (+61 8) 9365 7000 Facsimile: (+61 8) 9365 7001 UNDERWRITER Argonaut Capital Limited Level 29 Allendale Square 77 St Georges Terrace PERTH 6000 Western Australia Telephone: (+ 61 8) 9224 6888 Facsimile: (+ 61 8) 9225 5511 HOME EXCHANGE The Company's securities are quoted on the official list of

AUSTRALIAN STOCK EXCHANGE LIMITED The Home Branch being Perth

Exchange Plaza 2 The Esplanade PERTH 6000 Western Australia

ASX Code: AMM (fully paid ordinary Shares) AMMOA (30 cent 31 January 2004 Options) AMMG (Convertible Note 28 October 2007)

Page 4

CHAIRMAN’S LETTER

Dear Fellow Shareholder

I am pleased to present to you the opportunity to participate in the further development of Amcom Telecommunications Limited by subscribing to the entitlement contained within this Prospectus. The entitlement involves a non-renounceable offer to subscribe for 2 new ordinary fully paid shares at a price of 10 cents per share for every 9 existing shares held as at the Record Date.

This issue comes at a very important time in the development of Amcom as we emerge from the challenges of the technology and telecoms downturn of 2000 and 2001.

Amcom moved quickly as a result of the “tech wreck” to restructure its business by reducing fixed costs, paying down bank debt and focusing on cash flow and profitability.

As a business Amcom focused on providing high speed data transmission services in the metropolitan local loop or “last mile” in our home cities of Perth, Adelaide and Darwin.

The results of our efforts were threefold:

• Cash flow improved – in the financial year ending 30th June 2003 (FY03) over 40% of our positive net operating cash figure of $2.5 million was derived in the last quarter.

• We delivered an operating profit for FY03 (before write down on asset carrying

values). Amcom’s earnings before interest, tax, depreciation and amortisation (EBITDA) was approximately $4 million, a threefold increase over the previous financial year.

• Amcom emerged as a dominant broadband solutions provider in its chosen regions.

This was evidenced by Amcom winning The Australian Telecommunications User Group’s 2003 Award for Carrier of the Year and achieving second place in the 2003 Deloitte Technology Fast 50. This recognises Australia’s fastest growing technology companies by revenue over a three year period.

The Amcom group today derives approximately 36% of its recurring revenue from State and local Government organisations and over 48% from other telecommunications and IT service providers who utilise our extensive network.

Going forward, our first quarter performance is on track and profitable.

We are also looking to expand our revenue base through the introduction of new products such as DSL and the provision of voice services. The recent acquisition of the Amnet IT group gave Amcom high end capabilities in systems integration as well as forming the wholesale ISP arm of our group. Amnet itself is growing its revenues at around 40% per annum and the acquisition has provided an immediate positive impact to the bottom line.

Also pleasing is the taking of an approximately 19% stake in Amcom by Futuris Corporation Limited (Futuris) and its subsequent sub-underwriting of a major portion of this entitlements issue. Amcom is now assisting the Futuris group and their wholly-owned subsidiary Elders in assessing and optimising their own telecommunications spend. Futuris also has a history of successfully assisting emerging companies in diverse industries in growing shareholder value.

As a consequence of the entitlements Issue and the investment by Futuris, Amcom will have $13 million in cash and a further approximately $6 million in un-drawn facilities upon completion of the Issue. We are also producing positive net operating cash flow.

Page 5

CHAIRMAN’S LETTER (continued)

Amcom is well placed for growth through expansion of our existing business, through acquisitions of other businesses that have synergies with our own, and through further product diversification such as DSL and the delivery of voice services.

Your Board believes the opportunity to participate in this entitlements issue at a significant discount to the current share price provides an attractive opportunity to be part of the Company’s future. I commend this Issue to you.

Yours faithfully TONY GRIST Chairman

Page 6

SECTION 1. - DETAILS OF THE ISSUE 1.1 Important Note The information set out in this Section 1 is not intended to be comprehensive. This

Prospectus should be read and considered in its entirety. 1.2 The Offer of Shares

By this Prospectus Shares are offered for subscription at 10 cents per Share (payable in full upon Application). The Offer is made to Shareholders as a non renounceable entitlement issue on the basis of Shareholders having the right to apply for 2 Shares at 10 cents per Share for every 9 Shares held at the Record Date. Each respective Shareholder’s Entitlement is set out on the Application Form accompanying this Prospectus. All Shares offered by this Prospectus will be issued as fully paid shares and will rank equally in all respects with the other Shares then on issue in the Company. As the Offer is non renounceable, Shareholders do not have the right to sell or otherwise dispose of their right to apply for Shares under this Prospectus. Shares not applied for will form part of the shortfall and revert to the Underwriter referred to in Section 1.5 hereof.

1.3 Important Dates

Record Date for determining Entitlements of Shareholders 17 December 2003

Dispatch of Prospectus to Shareholders 19 December 2003

Closing Date for Acceptances from Shareholders 14 January 2004

Closing Date for Acceptances, member organisation of ASX 19 January 2004

Expected allotment of Shares 23 January 2004

Holding Statements to be dispatched 28 January 2004 *

Trading commences on ASX 30 January 2004 *

* The dates for dispatching the Holding Statements and the commencement of trading

on ASX are indicative only and may vary without notice.

1.4 Purpose of the Issue and Use of Funds

The purpose of the Issue is to raise funds to:

(i) enable the Company to expand its business by upgrading existing telecommunications infrastructure and building new infrastructure. This will enable its overall telecommunications network to be extended therefore increasing network reach into key geographical areas in Perth, Adelaide and Darwin not presently covered by the Company’s existing telecommunications infrastructure; and

(ii) meet the costs of the Issue.

Page 7

As at the date of the Prospectus, the Company has on issue 283,848,368 Shares. For the purposes of detailing the use of funds raised under this Prospectus, it is assumed no Options are exercised or Convertible Notes converted into Shares between the date of this Prospectus and the Record Date. On this basis the Issue if fully subscribed would be for 63,077,416 Shares at 10 cents each raising approximately $6,307,000 before expenses of the Issue. On the above basis the funds raised under this Offer will be applied as follows: $ For upgrading and extending current network 5,912,000 Issue Costs 395,000 __________ Total 6,307,000 __________

1.5 Underwriting

Argonaut Capital Limited has agreed to underwrite 63,077,416 Shares offered under this Prospectus subject to the terms of the Underwriting Agreement which is summarised in Section 5.3 hereof. This summary also details the circumstances under which the Underwriter may terminate the underwriting and its obligations in relation to the Issue. The Underwriter will receive an underwriting fee of $315,387. In addition, the Underwriter is to be paid a management fee of $32,000 plus all costs and expenses reasonably and properly incurred by it in relation to the Offer. The following have entered into agreements with the Underwriter agreeing to sub underwrite the following shares and for which they will receive the following fee from the Underwriter:

Sub Underwriter Shares Fee$

Futuris Corporation Limited the holding company of Vickner Pty Ltd (ACN 106 588 738) a substantial shareholder of the Company

47,308,062 141,924

Capital Telecommunications Pty Ltd a company associated with Anthony Grist, a director of the Company

4,730,806 14,192

SJL Investment Holdings Pty Ltd a company associated with Eddy Lee, a director of the Company

2,128,862 6,387

Clive Stein a director of the Company 851,545 2,556 The Sub-Underwriting Agreements were negotiated as between the Underwriter and the named sub underwriters. Further details relating to the Sub-Underwriting Agreements are set out in clause 5.3.2 of this Prospectus.

1.6 The Shareholders’ Entitlement and Applications for Shares An Application for Shares can only be made by completing the Application Form accompanying this Prospectus in accordance with the instructions set out on the Application Form and in Section 8 of this Prospectus.

Page 8

The Application Form sets out the respective Shareholder’s Entitlement detailing the number of Shares that can be applied for. Shareholders may apply for their Entitlement in full, in part or not at all. In any event the application monies must be submitted in full with the completed Application Form. As the Offer is non renounceable, any Shares not applied for will revert to the Underwriter in accordance with the Underwriting Agreement. The relevant Application Form must be accompanied by a cheque, denominated in Australian dollars, for the full amount of the application monies. Cheques must be made payable to “Amcom Telecommunications Limited Share Issue Account” and should be crossed “not negotiable”. Completed Application Forms and accompanying cheques must be lodged, before the Closing Date, by personal delivery or post to:

In Person: Computershare Investor Services Pty Limited Level 2 Reserve Bank Building 45 St Georges Terrace Perth 6000 Western Australia

By Post Computershare Investor Services Pty Limited GPO Box D182 Perth 6840 Western Australia

All application monies will be held in trust for Applicants until the Shares offered under this Prospectus are issued.

1.7 Rights attaching to Shares For details of the rights attaching to the Shares offered under this Prospectus, Shareholders

should refer to Section 3 of this Prospectus. 1.8 Allotments

Allotment of Shares pursuant to the Issue will be made as soon as practicable after the Closing Date, and in any event no later than 13 months after the date of this Prospectus. No Shares will be issued until after the Closing Date.

1.9 Australian Stock Exchange Listing The Company will apply to ASX within 7 days of the date of this Prospectus for the Shares

issued pursuant to the Issue to be listed for quotation on ASX. If official quotation of these Shares is not granted by ASX on or before the expiry of 12 weeks after the date of this Prospectus (or such longer period as may be allowed by ASX) then all application monies received pursuant to this Prospectus will be repaid to Applicants without interest. The fact that ASX may grant official quotation for the Shares is not to be taken in any way as an indication or endorsement by ASX of the merits of the Company or the Shares offered by this Prospectus. ASX takes no responsibility for the contents of this Prospectus, including any statements or reports by experts or consultants contained in this Prospectus.

Page 9

1.10 Foreign Shareholders If your address as shown in the Company’s Share Register is a place outside Australia or New Zealand then this Prospectus does not constitute an offer of Shares to you. No offer of Shares is being made to persons resident in countries outside Australia and New Zealand due to the small number of those persons, the number and value of Shares they would be offered and the cost of complying with the legal and regulatory requirements in those countries. The Company has appointed Siafu Securities Pty Ltd (ACN 101 152 863) as nominee (“Nominee”) for foreign Shareholders to enable those Shareholders, who may otherwise be precluded from accepting the Offer, to obtain the benefits arising from this Offer. The Nominee will sell those Shares and pay to the foreign Shareholder the proceeds of the sale net of expenses (including any commissions and stamp duty).

Particulars of the Nominee are: Siafu Securities Pty Ltd

Facsimile: (+ 61 8) 9225 5055 Telephone: (+ 61 8) 9224 6888

To facilitate the above process the Company will transfer to the Nominee the Shares that would otherwise be issued to the foreign Shareholder.

1.11 CHESS System The Company currently participates in the Clearing House Electronic Sub-register System (“CHESS”) in accordance with the Listing Rules and the Securities Clearing House Business Rules. The Company operates an electronic issuer sponsored sub-register and an electronic CHESS sub-register. The two sub-registers together will make up the Company’s principal register of securities.

The Company will not issue share certificates to allottees. Instead, allottees who elect to hold their Shares on the issuer-sponsored sub-register will be provided with a holding statement (similar to a bank account statement) which sets out the number of Shares allotted to them under this Prospectus. For allottees who elect to hold their Shares on the CHESS sub-register, the Company will, on allotment, issue an advice to those allottees setting out the number of Shares allotted to the allottee and, at the end of the month following the allotment, CHESS (acting on behalf of the Company) will provide those allottees with a holding statement that confirms the number of Shares allotted.

A holding statement (whether issued by CHESS or the Company) will also provide details of a shareholder’s “Holder Identification Number” (in the case of the holding on the CHESS sub-register) or “Shareholder Reference Number” (in the case of a holding on the issuer sponsored sub-register). Following distribution of these initial holding statements, a holding statement will only routinely be provided at the end of any subsequent month during which the balance of the shareholder’s holding of securities changes.

1.12 GST All amounts stated in this Prospectus are, unless otherwise stated, expressed exclusive of

GST.

Page 10

SECTION 2. - EFFECT OF THE ISSUE 2.1 Capital Structure

The capital structure of the Company following completion of the Offer is summarised below:

Shares on Issue prior to the Offer 283,848,368

Shares on issue upon completion of the Issue * 346,925,784

* This number is on the basis that between the date of this Prospectus and the

Record Date, no Options on issue are exercised and no Convertible Notes on issue are converted into ordinary Shares thus meaning the Shares offered hereunder are 63,077,416 and that full subscription is made.

If any Options are exercised or Convertible Notes are converted into ordinary Shares then, the number of Shares on issue would increase by 1 additional Share for every Option exercised and 10 Shares for each Convertible Note converted into Shares. The holder of any Shares issued on exercise of any Options or conversion of any Convertible Notes would be entitled to participate in the Offer in this Prospectus on the basis of the right to apply for 2 Shares at 10 cents per Share for every 9 Shares held at the Record Date. The Offer will not effect the number of Options on issue in the Company unless any option holders exercise their respective Options prior to the Record Date.

2.2 Financial Effect of the Offer

Upon completion of the Issue, the cash reserves of the Company will be increased by the total funds raised less expenses of the Issue. To enable Shareholders to better understand the financial effect of the Issue on the Company’s financial position balance sheets have been prepared for inclusion in this Prospectus based on management accounts as at 30 September 2003 but adjusted to assume: (i) that certain transactions that took place between 30 September 2003 and the date of

this Prospectus had taken place on 30 September 2003 (“Actual Adjusted”); and (ii) completion of the Issue (“Pro Forma Actual Adjusted”). The balance sheets have been prepared on a consolidated basis based on management accounts for the Company as at 30 September 2003 and adjusted and amended as follows. None of the balance sheets has been audited. Actual Adjusted Drawn from management accounts as at 30 September 2003 prepared as if:

(i) the issue of 20,000,000 Shares at 10 cents per Share on 15 October 2003 raising $2,000,000 and the issue of 500,000 Shares to each of Karl Matacz and John Tan (executives of the Company) under the Executive Incentive Scheme had been completed on 30 September 2003; and

Page 11

(ii) the matters approved by Shareholders at the Company’s Annual General Meeting on 27 November 2003 under Resolutions 8, 9, 10 and 11 had been completed on 30 September 2003.

Pro Forma Actual Adjusted As for the Actual Adjusted balance sheet but assuming:

(i) that as between the date of the Prospectus and the Record Date no Options being exercised and no Convertible Notes being converted into Shares;

(ii) 63,077,416 Shares being issued pursuant to this Prospectus at 10 cents per

Share raising $6,307,742; and (iii) issue expenses of $395,000 being incurred and met with net funds from the

Issue of $5,914,000.

The balance sheets have been prepared in accordance with accounting standards and principals generally adopted by the Company including for its Financial Statements for the year ended 30 June 2003. As noted above none of the balance sheets has been audited and are drawn from management accounts.

(The balance of this page has been left blank intentionally)

Page 12

Actual at 30 September 2003

$

Actual Adjusted at 30 September 2003

$

Pro Forma Actual Adjusted

at 30 September 2003$

Current Assets

Cash 1,546 7,046 12,959

Receivables 1,723 1,723 1,723

Inventories 2,082 2,082 2,082

Other 464 464 464

Total Current Assets 5,816 11,316 17,229

Non-Current Assets

Investments 562 562 562

Property, plant and equipment 34,822 34,822 34,822

Loans 250 1,188 1,188

Intangible assets 8,613 8,613 8,613

Total Non-Current Assets 44,247 45,185 45,185

Total Assets 50,063 56,500 62,414

Current Liabilities

Accounts payable 1,097 1,097 1,097

Other 2,565 2,565 2,565

Other Borrowings 258 258 258

Provisions 226 226 226

Total Current Liabilities 4,146 4,146 4,146

Non-Current Liabilities

Other Borrowings 4,809 4,809 4,809

Total Non-Current Liabilities 4,809 4,809 4,809

Total Liabilities 8,955 8,955 8,955

Net Assets 41,108 47,546 53,459

Equity

Issued capital 60,404 66,841 72,755

Retained Earnings (19,295) (19,295) (19,295)

41,108 47,546 53,459

Page 13

SECTION 3. - RIGHTS ATTACHING TO THE SHARES OFFERED

All Shares offered by this Prospectus will be issued as fully paid shares and will rank equally in all respects with the other Shares then on issue in the Company.

Rights Attaching to Shares The rights attaching to the Shares arise from a combination of Amcom’s Constitution, statute and general law. The following is a summary of the more significant rights attaching to Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of shareholders. To obtain such a statement, persons should seek independent legal advice. Full details of the rights attaching to Shares are set out in Amcom’s Constitution, a copy of which is available for inspection at Amcom’s registered office during normal business hours. The following is a summary of the major provisions of the current Constitution of the Company. (a) Voting Rights At a general meeting of the Company every holder of Shares present in person or by proxy,

attorney or representative has on a show of hands one vote, and on a poll one vote, per Share. (b) Dividend Rights Subject to the rights of holders of other shares issued with any special preferential or

qualified rights, the profits of the Company which the Directors of the Company may from time to time determine to distribute by way of dividend will be declared and paid according to the number of Shares held by the member.

(c) Rights on Winding-up Subject to the right of holders of other shares issued upon special terms and conditions, if the

Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind, the whole or any part of the property of the Company and may, with the authority of a special resolution, rest the whole or any part of any such property in trustees on such trusts for the benefit of the contributories as the liquidator thinks fit.

(d) Transfer of Shares Subject to the Company’s Constitution, the Corporations Act, ASX Listing Rules and any

particular agreement made between the Company and any person to whom the Shares are allotted, the Company’s Shares are freely transferable.

(e) General Meetings Each holder of Shares is entitled to receive notice of, and to attend and vote at, general

meetings of the Company and to receive all notices, accounts and other documents required to be furnished to shareholders under the Company’s Constitution, Corporations Act or the Listing Rules.

(f) Buy Back The Company may buy Shares in itself in accordance with the Corporations Act on the terms

and at the times determined by the Board.

Page 14

SECTION 4. – INVESTMENT CONSIDERATIONS and RISK FACTORS 4.1 General Comment

Investors wishing to subscribe for the Shares offered by this Prospectus should read this Prospectus in its entirety in order to make an informed assessment of the effect of the issue of the Shares on the Company and the rights attaching to the Shares offered by this Prospectus.

Investors should consider carefully whether Shares in the Company are an appropriate

investment for them and should appreciate that share prices can fall as well as rise.

Shares offered under this Prospectus should be viewed as speculative and whilst Directors recommend the Offer, Shareholders should be aware of and take into account the risk factors involved.

This Section is not intended to be an exhaustive list of the considerations to be taken into account by Shareholders in deciding whether to subscribe for Shares, nor of the risk factors to which the Company is exposed. Some of these risks can be mitigated by the use of safeguards and appropriate systems and actions, but many are outside the control of the Company and cannot be mitigated.

There are risks associated with investing in any form of business and with investing in the share market generally. All investors should consult their professional advisers if they are in doubt as to any aspect of this Prospectus, the Offer or any matters relating to an investment in the Company.

4.2 General Risk Factors

The Shares to be issued under this Prospectus carry no guarantee at all with respect to return of capital, payment of dividends or the price at which they will trade on ASX. Future viability and profitability of the Company will be dependent upon a number of factors including those listed below. As noted above, this Section is not intended to be an exhaustive list of the considerations which should be taken into account by Shareholders or of the risk factors to which the Company is exposed. 4.2.1 Economic Conditions

The Directors make no forecast in regard to: (a) the future demand for the Company’s goods and services; (b) general economic conditions in Australia and, in particular, inflation rates,

interest rates, demand factors and industrial disruptions.

4.2.2 Competition and Improved Products and Services

The Company’s current core business of telecommunications infrastructure is

competitive and is subject to the introduction of new or improved products and services into the market on a regular basis. Whilst the Directors have no reason to believe that any of the products and services supplied by the Company will become obsolete, investors should be aware of the pace at which technological change in the telecommunications industry can be made and implemented. If there are new or improved products and services that are superior, or perceived to be by the market to be superior to those of the Company, then this may impact adversely on the Company’s ability to compete in the market.

Page 15

4.2.3 Policies and Legislation Any material adverse changes in government policies or legislation of Australia

which affect the telecommunications industry may affect the viability and profitability of the Company.

4.2.4 Key Management

Loss of members of the Company’s key management and staff could have adverse consequences for the Company and could affect its financial viability. Whilst the Company has employment agreements with some of its key personnel with the aim of securing their respective services, the retention of such services cannot be guaranteed.

4.2.5 Stockmarket Conditions

The market price of the Shares when quoted by the ASX will be influenced by international and domestic factors affecting conditions in equity, financial and commodity markets. These factors may affect the general level of prices of listed securities and the prices of the securities of companies in the telecommunications sector quoted by ASX, including those of the Company. The stock market can also be effected by general confidence and the perception of other investors as to the stock market generally. Events taking place outside Australia, such as war, civil unrest and political upheaval can also impact on the demand for and the prices of securities in companies listed on ASX.

4.2.6 Carrier Licence The Company has a carrier licence under the Telecommunications Act

(Commonwealth 1997). This licence is essential for the Company to operate as a carrier of telecommunications infrastructure and if that licence is lost it would severely restrict the ability of the Company to operate. The Directors have no reason to believe that the licence will be revoked or have conditions attached to it that would be capable of impacting adversely on the Company’s operations.

4.2.7 Other Risks The future viability and profitability of the Company is also dependent on a number

of other factors affecting performance of all industries and not just those engaged in telecommunications, including but not being limited to the following:

� currency exchange rate fluctuations; � the inability of the Company to finance future telecom infrastructure

requirements; � the strength of the equity and share markets in Australia and throughout the

world; � general economic conditions in Australia, and its major trading partners and,

in particular, inflation rates, interest rates, commodities supply and demand factors and industrial disruptions;

� financial failure or default by any entity in which the Company is or may become involved in a contractual relationship;

� insolvency or other managerial failures by any of the contractors used by the Company from time to time; and

� industrial disputation in Australia and overseas.

Page 16

SECTION 5. – ADDITIONAL INFORMATION

5.1 Interests of Directors and Proposed Director Except as disclosed in this Prospectus, no Director or proposed director (whether individually or in consequence of a Director’s association with any company or firm or in any material contract entered into by the Company) has now or has had in the two year period ending on the date of this Prospectus, any interest in:

(a) the formation or promotion of the Company;

(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the offer of securities; or

(c) the offer of the Shares.

The relevant interests of the Directors and the proposed director in the securities of the Company as at the date of this Prospectus are set out below:

Director Fully Paid

Ordinary Shares Listed

Options

Unlisted Options

Convertible Notes

Ian Warner 1,000,000 255,000 - - Peter Clifton 2,306,859 982,754 375,000 - Anthony Grist 13,054,376 3,013,594 2,500,000 101,000 Andrew McLean 27,499,999 7,500,000 - - Clive Stein 1,009,000 8,250 1,500,000 - Eddy Lee 5,291,676 196,413 2,500,000 - Ronald Sayers (i) 15,500,000 - 5,000,000 - Anthony Davies - - - - Christopher Ferguson

- - - -

(i) Ronald Sayer’s interest is through his shareholding in Ausdrill Ltd. The actual Shareholder at the Record Date of the Shares listed next to the Directors named above are entitled to make application for Shares offered under this Prospectus on the basis of the right to apply for 2 Shares for every 9 Shares held at the Record Date. Except as disclosed in this Prospectus, no amount of any kind (whether in cash or shares or otherwise) has been paid or agreed to be paid to any Director or proposed director or to any company or firm with which a Director or proposed director is associated to induce him or her to become, or to qualify as, a Director, or otherwise for services rendered by him or her or any company or firm with which the Director or proposed director is associated in connection with the promotion or formation of the Company or the offer of the securities. Capital Telecommunications, a company associated with Anthony Grist a Director and current Chairman of the Company (“Mr Grist”), has received fees totalling $355,489 in connection with services rendered to the Company during the last 2 years including in connection with its promotion, strategic direction and relationship with the capital markets. Albion Capital Partners, an entity in which the said Capital Telecommunications has a 50% interest, has received fees totalling $10,725 since 1 July 2003 in relation to the provision to the Company of the services of a financial analyst. No fees were received by this entity prior to July 2003. As at the date of this Prospectus Mr Grist had a relevant interest in the following securities in the Company:

Page 17

Shares 13,054,376 Options (listed) 3,013,594 Options (unlisted) 2,500,000 Convertible Notes 101,000 On 27 November 2003 the Shareholders of the Company approved the issue of 4,000,000 Shares to Mr Grist at 12.5 cents per Share, 2,500,000 Options to Mr Grist and a loan of $500,000 to Mr Grist for the purposes of Mr Grist applying for the said 4,000,000 Shares. Those Shares and Options are included in the above securities in which Mr Grist has a relevant interest as at the date of this Prospectus. The Options are exercisable wholly or in part at any time during the period commencing 365 days from 18 September 2003 and ending on 31 March 2006 at 20 cents per Option. Options not exercised by that date shall expire and lapse.

5.2 Interests of Named Persons Except as disclosed in this Prospectus, no expert or promoter, or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was a partner nor any company in which any of those persons is or was associated with, has now, or has had, in the two year period ending on the date of this Prospectus, any interest in:

i) the formation or promotion of the Company; or

ii) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the offer of securities; or

iii) the offer of the securities.

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash or Shares or otherwise) have been paid or agreed to be paid to any expert, promoter, or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of this Prospectus, or to any firm in which any of those persons is or was a partner or to any company in which any of those persons is or was associated with, for services rendered by that person in connection with the formation or promotion of the Company or offer of the securities. Argonaut which has agreed to underwrite 63,077,416 of the Shares offered under this Prospectus pursuant to the Underwriting Agreement dated 2 December 2003 as particularised in paragraph 5.3.1 hereof, has the following interests in the Company and has received, or will receive, the following fees and benefits namely: (i) Argonaut received a fee of $14,396.40 and 270,000 unlisted Options (exercisable at

12 cents per Option by 12 November 2007) in October 2002 for services in relation to the issue by the Company of Convertible Notes;

(ii) Argonaut received a fee of $62,500 and 1,000,000 Options for assisting the Company

in procuring a funding facility from Ausdrill Limited in July 2003. 500,000 Options are exercisable wholly or in part at any time from the day of issue (8 August 2003) and ending on 31 December 2007 at 12.5 cents per Option. 500,000 Options are exercisable wholly or in part at any time during the period commencing 365 days from day of issue and ending on 31 December 2007 at 15 cents per Option. The Options are not listed on ASX however application will be made to ASX for official quotation of any Shares issued on exercise of Options;

(iii) Argonaut will receive a fee of $220,000 as commission on the placement of

55,000,000 Shares in the Company to Futuris completed in November 2003.

Page 18

(iv) Argonaut will receive an underwriting commission of $315,387 for underwriting 63,077,416 of the Shares offered under this Prospectus. In addition, Argonaut is to be paid a management fee of $32,000 plus all costs and expenses reasonably and properly incurred by it in relation to the Offer. Particulars of the Underwriting Agreement as between Argonaut and the Company are detailed in clause 5.3.1 of this Prospectus. If the Offer does not proceed or the Underwriting Agreement is validly terminated, the Company must pay to Argonaut any costs and expenses incurred or accrued by it up to and including the date of termination, including the full management fee of $32,000.

Siafu Securities Pty Ltd (ABN 76 101 152 863) (“Siafu Securities”) a company associated with Argonaut, the Underwriter to the Issue, will act as the nominee for the foreign Shareholders as referred to in paragraph 1.10 of this Prospectus. No fees will be payable by the Company in relation to Siafu Securities so acting, however, Siafu Securities may deduct its expenses from the proceeds of the sale of the Shares before remitting the proceeds of sale to the foreign Shareholders.

5.3 Material Contracts The Directors consider that the following contracts to which the Company is a party are

material to the Offer and to Shareholders making an informed assessment of the Offer namely:

5.3.1 Underwriting Agreement Pursuant to the Underwriting Agreement dated 2 December 2003 between Argonaut

and the Company, the Underwriter agreed to underwrite 63,077,416 of the Shares offered under this Prospectus at 10 cents per share.

Material Terms The Underwriter will receive an underwriting commission of $315,387 being 5% of

the amount of the aggregate issue price of 10 cents per Share of all Shares to be underwritten by the Underwriter. In addition, the Underwriter is to be paid a management fee of $32,000 plus all costs and expenses reasonably and properly incurred by the Underwriter in relation to the Offer including but not being limited to legal expenses, marketing and promotional materials and expenditure and travel and accommodation costs.

If the Offer does not proceed or the Underwriting Agreement is validly terminated,

the Company must pay to the Underwriter any costs and expenses incurred or accrued by the Underwriter up to and including the date of termination, including the full management fee of $32,000.

If any one or more of the following events occur after the date of the Underwriting

Agreement and prior to the issue of the Shares to be underwritten, the Underwriter may, by giving written notice to the Company terminate its obligations under the Underwriting Agreement:

(a) Prospectus: any of the following occurs in relation to the Prospectus:

(i) it is not lodged with ASIC by 5 December 2003 (or such later date agreed in writing by the Underwriter);

(ii) Futuris withdraws its offer of sub-underwriting;

Page 19

(iii) the Underwriter reasonably forms the view that there is a material omission, it contains a material statement which is misleading or deceptive, or a material statement has become misleading or deceptive;

(iv) the Underwriter reasonably forms the view that any projection or forecast in the Prospectus becomes, to a material extent, incapable of being met or unlikely to be met in the projected time;

(v) ASIC gives notice of intention to hold a hearing under section 739(2) of the Corporations Act or makes an interim order under section 739(3) of the Corporations Act; or

(vi) any person other than the Underwriter who consented to being named in the Prospectus withdraws that consent;

(b) Supplementary Prospectus: the Underwriter reasonably forms the view that

a supplementary or replacement document (as appropriate) must be lodged with ASIC under section 719 or section 724 of the Corporations Act and the Company does not lodge a supplementary or replacement document (as the case may be) in the form and content and within the time reasonably required by the Underwriter;

(c) ASX listing: ASX does not give approval for the Underwritten Shares to be

listed for official quotation, or if approval is granted, the approval is subsequently withdrawn, qualified or withheld;

(d) Index changes: the S&P/ASX 200 Index falls more than 10% from the date

of the Underwriting Agreement for 3 continuous Business Days; (e) indictable offence: a director of the Company or any Related Corporation is

charged with an indictable offence; (f) return of capital or financial assistance: the Company or a Related

Corporation takes any steps to undertake a proposal contemplated under section 257A or passes or takes any steps to pass a resolution under section 260B of the Corporations Act, without the prior written consent of the Underwriter;

(g) banking facilities: the Company’s bankers terminating or issuing any

demand or penalty notice or amending the terms of any existing facility or claiming repayment or accelerated repayment of any facility or requiring additional security for any existing facility;

(h) change in laws: any of the following occurs:

(i) the introduction of legislation into the Parliament of the

Commonwealth of Australia or of any State or Territory of Australia; or

(ii) the public announcement of prospective legislation or policy by the Federal Government, or the Government of any State or Territory; or

(iii) the Shares by the ASIC, its delegates, ASX, the Reserve Bank of Australia or any other regulatory authority of any regulations or policy,

which does or is likely to materially prohibit, restrict or regulate the principal business of the Company, the Offer or the operation of stock markets generally;

Page 20

(i) failure to comply: the Company or any Related Corporation fails to comply with any of the following:

(i) a provision of its constitution;

(ii) any statute;

(iii) a requirement, order or request, made by or on behalf of the ASIC or any Governmental Agency; or

(iv) any material agreement entered into by it;

which will or is reasonable to assume will have a Material Adverse Effect (as that phrase is defined in the Underwriting Agreement);

(j) alteration of capital structure or constitution: except as described in the Prospectus, the Company alters its capital structure or its constitution without the prior written consent of the Underwriter;

(k) hostilities: there is an outbreak of hostilities or a material escalation of

hostilities (whether or not war has been declared) after the date of this Agreement involving one or more of Australia, Philippines, Indonesia, Japan, Russia, the United Kingdom, the United States of America, or the Peoples Republic of China, other than hostilities involving Afghanistan, any country bordering Afghanistan or any Arab country (being a country the majority of whose inhabitants are of Arab ethnicity);

(l) extended Force Majeure: a Force Majeure, which prevents or delays an

obligation under this Agreement, lasting in excess of 2 weeks occurs; (m) default: the Company is in default of any of the terms and conditions of this

Agreement or breaches any warranty or covenant given or made by it under this Agreement ;

(n) adverse change: any adverse change occurs which materially impacts or is

likely to impact the assets, operational or financial position of the Company or a Related Corporation (including but not limited to an administrator, receiver, receiver and manager, trustee or similar official being appointed over any of the assets or undertaking of the Company or a Related Corporation);

(o) investigation: any person is appointed under any legislation in respect of

companies to investigate the affairs of the Company or a Related Corporation;

(p) due diligence: there is a material omission from the results of the due

diligence investigation performed in respect of the Offer or the results of the investigation or the verification material are false or misleading;

(q) Prescribed Occurrence: a Prescribed Occurrence occurs, other than as

disclosed in the Prospectus; (r) Suspension of debt payments: the Company suspends payment of its debts

generally; (s) Event of Insolvency: an Event of Insolvency occurs in respect of a Related

Corporation; or

Page 21

(t) Judgment against a Related Corporation: a judgment in an amount exceeding $50,000 is obtained against the Company or a Related Corporation and is not set aside or satisfied within 7 days.

For the purposes of the Underwriting Agreement:

Prescribed Occurrence means: (a) the Company or a Related Corporation converting all or any of its shares into

a larger or smaller number of shares;

(b) the Company or a Related Corporation resolving to reduce its share capital in any way;

(c) the Company or a Related Corporation:

(i) entering into a buy-back agreement or;

(ii) resolving to approve the terms of a buy-back agreement under section 257C or 257D of the Corporations Act;

(d) the Company or a Related Corporation making an issue of, or granting options to subscribe for, any of its shares, or agreeing to make such an issue or grant such an option;

(e) the Company or a Related Corporation issuing, or agreeing to issue, convertible notes;

(f) the Company or a Related Corporation disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property;

(g) the Company or a Related Corporation charging, agreeing to charge, the whole, or a substantial part, of its business or property;

(h) the Company or a Related Corporation resolving that it be wound up;

(i) the appointment of a liquidator or provisional liquidator to the Company or a Related Corporation;

(j) the making of an order by a court for the winding up of the Company or a Related Corporation;

(k) an administrator to the Company or a Related Corporation, being appointed under section 436A, 436B or 436C of the Corporations Act;

(l) the Company or a Related Corporation executing a deed of company arrangement; or

(m) the appointment of a receiver, or a receiver and manager, in relation to the whole, or a substantial part, of the property of the Company or a Related Corporation.

5.3.2 Sub-Underwriting Futuris Corporation Limited

By Agreement dated 28 November 2003 between the Underwriter and Futuris, Futuris agreed to sub underwrite 47,308,060 of the Shares agreed to be underwritten

Page 22

by the Underwriter for a fee, payable by the Underwriter, of $141,924, being 3% of the value of the Shares sub-underwritten by Futuris.

The sub-underwriting agreement was negotiated between the Underwriter and Futuris on an arms length basis. There is no association between the Underwriter and Futuris. The fee payable by the Underwriter to Futuris is reasonable in the circumstances and no more favourable to Futuris than would be payable to another party. As at the date of this Prospectus, Futuris has a relevant interest in 55,000,000 Shares held by Vickner Pty Ltd comprising 19.38% of the issued capital of the Company. Futuris’ interest was acquired pursuant to a subscription agreement entered into by the Company and Futuris and dated 14 October 2003. The subscription fee was $0.10 per Share (the same as the Offer), raising $5,500,000 for the Company. The Company intends using the funds raised for working capital, funding new connections to its broadband network and possible business acquisitions.

The Company obtained shareholder approval for the issue of 35,000,000 of the 55,000,000 Shares at its Annual General Meeting held on 27 November 2003. The Notice of Meeting and accompanying Explanatory Memorandum are incorporated by reference into this Prospectus pursuant to section 712 of the Corporations Act (see section 5.10).

Futuris has no association with any other substantial shareholder of the Company. Pursuant to the subscription agreement Futuris was given the right to nominate one director to the Company’s Board upon the issue of the first 20,000,000 Shares and a second director upon the issue of the balance of the Shares. Futuris’ nominations were Mr Anthony Davies and Mr Christopher Ferguson. The Company intends to appoint Mr Ferguson as a director forthwith.

Vickner Pty Ltd has an Entitlement under this Prospectus to 12,222,222 Shares and has advised the Company it intends to apply for its full Entitlement thus taking its holding to 67,222,222 Shares. If the Shares offered under this Prospectus are fully subscribed then Futuris’ percentage interest in the capital of the Company would remain the same. If however the Offer is not fully subscribed, Futuris will acquire, pursuant to its sub underwriting of the Offer, an interest in 75% of Shares not subscribed for.

The maximum possible interest Futuris can obtain in the Company pursuant to this Offer will occur if no Shares are applied for under the Offer, other than by Vickner Pty Ltd (thus leaving a shortfall of 50,855,193 Shares). In this case, Futuris would acquire an interest in a further 38,141,395 Shares pursuant to the sub underwriting agreement, taking its interest to 105,363,617 Shares and giving it a relevant interest in 30.37% of the Shares of the Company.

Capital Telecommunications Pty Ltd By Agreement dated 28 November 2003 between the Underwriter and Capital

Telecommunications, Capital Telecommunications agreed to sub underwrite 4,730,806 of the Shares agreed to be underwritten by the Underwriter for a fee of $14,192.

Capital Telecommunications is a company associated with Anthony Grist a Director

of the Company. At the date of this Prospectus Mr Grist, and interests associated with him, owned

13,055,376 Shares in the Company.

Page 23

The sub underwriting agreement was negotiated as between the Underwriter and Capital Telecommunications and the fee is payable by the Underwriter and is considered to be reasonable in the circumstances and no more favourable to Capital Telecommunications than would be payable to another party.

SJL Investment Holdings Pty Ltd By agreement dated 28 November 2003 between the Underwriter and SJL, SJL

agreed to sub underwriter 2,128,862 of the Shares agreed to be underwritten by the Underwriter for a fee of $6,387 payable by the Underwriter.

SJL is a company associated with Eddy Lee, a Director of the Company. At the date of this Prospectus, Mr Lee and interests associated with him, owned

5,291,676 Shares in the Company. The Sub-Underwriting Agreement which was negotiated between the Underwriter

and SJL and the fee is payable by the Underwriter and is considered to be reasonable in the circumstances and no more favourable to SJL than would be payable to another party.

Clive Stein By Agreement dated 28 November 2003 between the Underwriter and Clive Stein,

Mr Stein agreed to sub underwrite 851,545 of the Shares agreed to be underwritten by the Underwriter for a fee of $2,556 payable by the Underwriter.

Mr Stein is a Director of the Company. At the date of this Prospectus Mr Stein, and interests associated with him, owned

1,009,000 Shares in the Company. The Sub-Underwriting Agreement was negotiated as between the Underwriter and

Mr Stein and the fee is payable by the Underwriter and is considered to be reasonable in the circumstances and no more favourable to Mr Stein than would be payable to another party.

5.4 Consents and Involvement in the Preparation of the Prospectus

Argonaut has given its consent to be named as Underwriter to the Issue in the terms stated in Sections 1.5 and 5.3.1 of this Prospectus and has not withdrawn its consent before the lodgement of this Prospectus. Deloitte Touche Tohmatsu has consented to being named as the Auditor of the Company and has not withdrawn its consent before lodgement of this Prospectus. Computershare Investor Services Pty Limited has given its consent to be named as the Share Registry of the Company and has not withdrawn its consent before lodgement of this Prospectus. It is to be noted that the Underwriter, Futuris, Deloitte Touche Tohmatsu and Computershare Investor Services Pty Limited:

(i) have not authorised or caused the issue of any part of this Prospectus;

Page 24

(ii) were not involved in the preparation of any part of this Prospectus;

(iii) are not responsible for any matter included or omitted from this Prospectus; and

(iv) make no express or implied representation or warranty in relation to the Company, this Prospectus or the Issue.

The original, or verified copies of, consents shall be deposited at the registered office of the Company within 7 days of the lodgement of this Prospectus with ASIC, and will be kept there for a period of at least 6 months after the lodgement of this Prospectus for inspection by any person without charge during normal business hours.

5.5 Share Trading History The highest and lowest market price of the Company’s Shares on ASX during the three months immediately preceding the date of this Prospectus and the respective dates of those sales and the last sale on the Business Day immediately preceding the date of this Prospectus, were:

SHARES

Price Date

Highest 19 cents 22 October 2003

Lowest 13 cents 2 October 2003

Last 16 cents 4 December 2003

5.6 Expenses of the Offer

The total expense of the Issue and associated costs payable by the Company are estimated to be approximately $395,000 made up as follows:

$

� Underwriting and Management Fee 347,387 � Legal Fees and Disbursements 30,000 � ASIC Fees 2,010 � Printing and associated costs 12,000 � Other 3,603 ________

Total $395,000 ________ 5.7 Continuous Disclosure

The Company is a “disclosing entity” for the purpose of Section 111AC of the Corporations Act.

Disclosing entities are, pursuant to the Corporations Act, entitled to issue a prospectus satisfying the test set out in section 713 of the Corporations Act where the securities offered by the prospectus are quoted ED securities and the securities are in a class of securities that were quoted ED securities at all times in the 12 months before the issue of the prospectus. The Shares offered under this Prospectus are securities in a class of securities that were quoted ED securities at all times in the 12 months before the issue of this Prospectus.

Page 25

A transaction specific prospectus is only required to contain information related to the issue of securities the subject of the prospectus. Other general information is not required to be included by a disclosing entity as the periodic reporting and continuous disclosure obligations now required of disclosing entities means that all this information should have previously been released to the market.

As a disclosing entity, the Company is subject to regular reporting and disclosure obligations which require it to disclose to ASX any information of which it is, or becomes, aware concerning the Company and which a reasonable person would expect to have a material effect on the price or value of securities of the Company.

5.8 Documents Available for Inspection The Company as a disclosing entity under the Corporations Act is subject to regular reporting and disclosure obligations. These obligations require the Company to:

(i) prepare and lodge with ASIC and ASX both annual and half yearly financial reports accompanied by a Directors’ declaration and report, and an independent audit or review report;

(ii) immediately notify ASX of any information concerning the Company of which it is aware, or becomes aware, and which a reasonable person would expect to have a material effect on the share price or value of securities of the Company.

The Company will provide a copy of each of the following documents, free of charge, to any person who asks for it prior to the Closing Date: (a) the audited financial report of the Company for the financial year ended 30 June 2003

(being the last financial report for a financial year to be lodged with ASIC/ASX in relation to the Company before the issue of this Prospectus); and

(b) all continuous disclosure documents including financial reports lodged with ASX during the period starting after lodgement of the financial report referred to in paragraph (b) above (being 1 October 2003) and ending before the issue of this Prospectus, being the documents referred to in Section 5.9 of this Prospectus.

Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an office of ASIC.

5.9 Stock Exchange Releases

ASX releases since the lodgement of the 2003 Annual Report are listed below:

Date Description

3-Dec-2003 Appendices 3Y - Changes in Directors Interests (correction of prior announcement)

28-Nov-2003 Appendices 3Y – Changes in Directors Interests

28-Nov-2003 Appendix 3B – Shares to Futuris Corporation Limited and Shares and Options to Directors

27-Nov-2003 Result of Amcom AGM Held 27 November 2003

21-Nov-2003 Appendix 3B – Shares issued under Executive Incentive Scheme

18-Nov-2003 Amcom Entitlements Issue

Page 26

06-Nov-2003 Appendix 3X - Anthony Davies Initial Director’s Interest Notice

06-Nov-2003 Anthony Davies Joins Amcom Board

23-Oct-2003 Notice of AGM and Explanatory Statement

15-Oct-2003 Placement to Futuris Corporation Limited

15-Oct-2003 Amcom to raise $12 million in placement

03-Oct-2003 Amcom Acquires Leading Corporate ISP/IT Group

01-Oct-2003 Appendix 3B ESOP Options Issued

01-Oct-2003 Cancellations of ESOP Options

01-Oct-2003 Appointment of New Company Secretary

01-Oct-2003 Annual Report 2003

5.10 Incorporation of Notice of Annual General Meeting The Notice of Annual General Meeting of the Company dated 15 October 2003 (“Notice of

Meeting’) has been lodged with ASIC. The Notice of Meeting sets out all Resolutions proposed, and subsequently approved by Shareholders of the Company at its Annual General Meeting held 27 November 2003. The Notice of Meeting also contained a comprehensive Explanatory Statement in relation to those Resolutions.

The Directors consider that all of the said Notice of Meeting would be of primary interest to

Shareholders, professional analysts and their respective advisers. By lodging the Notice of Meeting with ASIC, the same is deemed to be incorporated in this

Prospectus. Shareholders have a right to obtain a copy of this Notice of Meeting during the period of this Prospectus by contacting the Company whereupon the same will be provided to the Shareholder free of charge.

5.11 Additional Disclosures

Litigation As at the date of this Prospectus, and other than as noted below, the Company is not engaged in any litigation and, insofar as the Directors are aware, no litigation involving the Company is threatened. The Company is currently engaged in litigation with former owners of Rescue Technology Group Pty Ltd. Those former owners are claiming damages against the Company for breach of contract. The Company in turn is suing them for damages. The Company does not believe there will be any liability under this action. IP1 (Australia) Pty Ltd (Receivers and Managers Appointed) (In Liquidation) (“IP1”) The Receivers and Managers of IP1 have announced the sale of IP1’s assets to Telstra Corporation Limited. The Company had been providing services to IP1 which, given the now ownership by Telstra Corporation may see those services being provided by Telstra Corporation and not the Company. If all these services were cancelled the Company

Page 27

estimates this could lead to a loss of approximately $28,000 per month in recurring revenue which represents approximately 2% of the Company’s current recurring revenue base.

Page 28

SECTION 6. – GLOSSARY OF DEFINED TERMS

$ Australian dollars. All amounts in this Prospectus are in Australian dollars unless otherwise stated.

Amcom Amcom Telecommunications Limited (ABN 20 062 046 217)

Argonaut Argonaut Capital Limited (ACN 099 761 547)

Applicant An Applicant applying for Shares pursuant to the Offer.

Application An Application made by an Applicant by submitting to the Company an Application Form in accordance with this Prospectus.

Application Form An Application Form lodged with the Company in respect of any Shares and accompanied by the applicable application monies for the Shares applied for therein.

ASIC Australian Securities & Investments Commission.

ASX Australian Stock Exchange Limited (ACN 008 624 691).

Board Board of Directors of Amcom.

Business Day Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Capital Communications

Capital Communications Pty Ltd (ACN 088 925 053)

Company Amcom Telecommunications Limited (ABN 20 062 046 217)

Convertible Notes The unsecured notes issued by the Company pursuant to a trust deed dated 24 September 2003 between the Company and Trust Company of Australia Limited (ABN 59 004 027 749).

Corporations Act Corporations Act 2001 (Commonwealth of Australia)

Closing Date 5.00pm WST on 14 January 2004 or such other date as maybe determined by the Directors not contrary to the Listing Rules.

Directors The Directors of the Company.

ED Securities Enhanced Disclosure Securities as defined by the Corporations Act.

Entitlement That number of Shares for which a Shareholder is entitled to apply for under this Prospectus.

Futuris Futuris Corporation Ltd ACN 004 336 636.

Holding Statement Notification from the Share Registry of the Securities held by the person or entity named on the Statement in the Company.

Issue The offer of the Shares under this Prospectus.

Listing Rules The official listing rules of ASX.

Offer The offer of up to 63,077,416 Shares pursuant to this Prospectus.

Option An option to be allotted with 1 Share at an agreed price on or before a specified expiry date.

Prospectus This Prospectus dated 5 December 2003.

Record Date The date to determine entitlement of Shareholders to the Offer being - 5pm WST 5 December 2003.

Securities The Company’s Shares and Options.

Share An ordinary fully paid share in the capital of the Company.

Shareholders The registered holder of 1 or more Shares on the Record Date.

Share Registry Computershare Investor Services Pty Ltd, whose details are set out in the Corporate Directory.

SJL SJL Investment Holdings Pty Ltd (ACN 082 086 780)

Underwriter Argonaut Capital Ltd (ACN 099 761 547)

Underwriting Agreement

The Underwriting Agreement dated 2 December 2003 between Argonaut Capital Limited and Amcom.

WST Western Australian Standard Time.

Page 29

SECTION 7. - DIRECTORS’AUTHORISATION and CONSENT

The Directors and the proposed director state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive or suffer from any material omission. Each Director and the proposed director has consented to the lodgement of this Prospectus with ASIC and has not withdrawn that consent. Anthony Grist Chairman

Page 30

SECTION 8. – GUIDE TO APPLICATION FORM

An Application can only be made by completing the appropriate Application Form which accompanies this Prospectus and in accordance with the instructions set out on the relevant Application Form and this Section 8 of this Prospectus.

The relevant Application Form must be accompanied by a cheque, denominated in Australian dollars, for the full amount of the application monies. Cheques must be made payable to “Amcom Telecommunications Limited Share Issue Account” and should be crossed “not negotiable”.

Completed Application Forms and accompanying cheques must be lodged, before the Closing Date, by personal delivery or post to:

In Person: Computershare Investor Services Pty Limited Level 2 Reserve Bank Building 45 St Georges Terrace Perth 6000 Western Australia

By Post Computershare Investor Services Pty Limited GPO Box D182 Perth 6840 Western Australia

An original, completed and lodged Application Form, together with a cheque for the applicable applications monies, constitutes a binding and irrevocable offer to subscribe for the number of Shares specified in the Application Form. The Application Form does not need to be signed to constitute a valid Application.

An Application will be deemed to have been accepted by the Company upon allotment of the Shares.

If an Application Form is not completed correctly, or if the accompanying payment of the application monies is for the wrong amount, it may still be treated by the Company as valid. The Directors’ decision as to whether to treat the Application as valid and how to construe, amend or complete the Application Form is final, however, an Applicant will not be treated as having applied for more Shares than is indicated by the amount of the cheque for the application monies.

All application monies will be held in trust for the Applicants until the Shares offered under this Prospectus are issued or subscriptions monies are returned to the respective Applicants.