• Swoop Offer consideration is Swoop shares, with uncertain future value
• Swoop Offer remains conditional on finance approval, with significant risk of not meeting this condition
• Potential synergies from the deal remain unproven and likely cannot be achieved

Vonex's Directors have unanimously recommended that shareholders reject the takeover offer from Swoop Holdings. The key reasons are: 1) The Swoop Offer consideration is in the form of Swoop shares, without a cash alternative, and the future value of these shares is uncertain given Swoop's low trading liquidity and significant share price decline since its re-listing. 2) The Swoop Offer remains conditional on financing approval, which Swoop has been unable to secure despite extensive due diligence on Vonex. 3) The potential benefits of Swoop delivering additional value through synergies remains unproven and likely cannot be achieved, as Swoop's expectations are predicated on acquiring at least 75% of Vonex, which is no longer possible. 4) It is unclear how Swoop will continue to fund the operations of the combined group, particularly when taking on Vonex's $22.7 million of debt. 5) The Swoop Offer is conditional on achieving a 50.1% relevant interest in Vonex, which it is unable to satisfy due to MaxoTel's recent acquisition of a 50.21% stake in Vonex. 6) Vonex shareholders may be ineligible for CGT rollover relief if the Swoop Offer proceeds.