Announcement PDF Atturra Limited ABN 34 654 662 638 ASX Announcement 27 December 2023 2024 EGM Notice of Meeting, Letter of Access and Proxy Form Sydney, Australia, 27 December 2023: Leading advisory and technology solutions provider Atturra Limited (ASX: ATA) (Atturra), attaches the following documents in relation to the Extraordinary General Meeting (EGM): • EGM Notice of Meeting, including the Online Meeting Guide; • Letter of Access; and • Proxy Form - ENDS - This announcement has been authorised for release by the Board of Atturra Limited. About Atturra: 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, HPE, Software AG, OpenText, Smartsheet, QAD, Infor, Denodo, Vaultspeed and Snowflake and its clients are some of the largest public and private-sector organisations in Australia. For more information visit: www.atturra.com Contact: Stephen Kowal CEO Atturra P: +61 2 8241 1725 E: stephen.kowal@atturra.com Atturra Limited info@atturra.com Level 2, 10 Bond Street www.atturra.com Sydney NSW 2000 ACN: 654 662 638 Atturra Limited Notice of 2024 Extraordinary General Meeting Explanatory Statement | Proxy Form Tuesday, 30 January 2024 10:30AM AEDT Held as a Virtual Meeting This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Contents Venue and Voting Information 2 Notice of Extraordinary General Meeting – Agenda and Resolutions 4 Notice of Extraordinary General Meeting – Explanatory Statement 5 Glossary 14 Annexure A – Online Meeting Guide Attached Proxy Form Attached Important Information for Shareholders about the Company’s 2024 EGM This Notice is given based on circumstances as at 14 December 2023. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at https://investors.atturra.com/meetings/. Shareholders are urged to monitor the ASX announcements platform and the Company’s website. Venue and Voting Information The Extraordinary General Meeting (EGM) of the Shareholders to which this Notice of Meeting relates will be held at 10:30AM (AEDT) on Tuesday, 30 January 2024 as a virtual meeting. To be able to hold this Meeting using virtual meeting technology only, as permitted by the Company’s Constitution, the Company is relying upon s249R(c) of the Corporations Act. How Do I Participate in the Meetings Online? Securityholders must use the Computershare Meeting Platform to attend and participate in the meeting. To participate in the meeting, you can log in by entering the following URL https://meetnow.global/MMTYTN7 on your computer, tablet or smartphone. Online registration will open 30 minutes before the meeting. To make the registration process quicker, please have your SRN/HIN and registered postcode or country code ready. Proxyholders will need to contact Computershare prior to the meeting to obtain their login details. To participate in the meeting online follow the instructions below. 1. Click on ‘Join Meeting Now’. 2. Enter your SRN/HIN. Proxyholders will need to contact Computershare on +61 3 9415 4024 prior to the meetings to obtain their login details. 3. Enter your postcode registered to your holding if you are an Australian securityholder. If you are an overseas securityholder select the country of your registered holding from the drop down list. 4. Accept the Terms and Conditions and ‘Click Continue’. Atturra Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement 2 You can view the meeting live, ask questions verbally or via a live text facility and cast votes at the appropriate times while the meeting is in progress. The business of the Extraordinary General Meeting affects your shareholding, and your vote is important. More information regarding participating in the EGM online can be found attached to this Notice of Meeting. Online Lodge the Proxy Form online at www.investorvote.com.au by following the instructions provided on the website. You will need your HIN or SRN and postcode/country code to lodge your Proxy Form online. By post Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia By hand 452 Johnston Street, Abbotsford Vic 3067 Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid. Power of Attorney If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry. Corporate Representatives If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should provide the Share Registry with adequate evidence of their appointment, unless this has previously been provided to the Share Registry. Atturra Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement 3 Notice of Extraordinary General Meeting Notice is hereby given that an Extraordinary General Meeting of Shareholders of Atturra Limited ACN 654 662 638 will be held at 10:30AM (AEDT) on Tuesday, 30 January 2024 as a virtual meeting (Meeting). The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Extraordinary General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Extraordinary General Meeting are those who are registered Shareholders at 10.30AM (AEDT) on Sunday, 28 January 2024. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary. Agenda Special business Resolutions Approval for Financial Assistance 1. Resolution 1 – Approval for Financial Assistance of Named Subsidiaries To consider and, if thought fit, to pass the following resolution as a Special Resolution: "That, for the purposes of section 260B(1) and section 260B(2) of the Corporations Act 2001, approval is given for the financial assistance to be provided by the Named Subsidiaries, in connection with each of the Cirrus Acquisition and Previous Acquisitions as described in the Explanatory Statement accompanying this Notice." There is no Voting Exclusion Statement in respect of Resolution 1. BY ORDER OF THE BOARD Kunal Shah Company Secretary Atturra Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement 4 Explanatory Statement This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Extraordinary General Meeting to be held at 10:30AM (AEDT) on Tuesday, 30 January 2024 as a virtual meeting. The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting. If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor. Full details of the business to be considered at the Extraordinary General Meeting are set out below. Defined terms used in this Notice have the meanings given to them in the Glossary at the end of this Notice. The Notice incorporates and should be read together with this Statement. Agenda Ordinary business Resolutions Resolution 1 – Approval for Financial Assistance of Named Subsidiaries 1. Resolution 1: Financial Assistance Resolution 1.1 Restrictions on companies giving financial assistance Under section 260A(1) of the Corporations Act a company may financially assist a person to acquire shares (or units of shares) in the company or a holding company of the company only if: (a) giving the assistance does not materially prejudice: (i) the interests of the company or its shareholders; or (ii) the company’s ability to pay its creditors; or (b) the assistance is approved by shareholders under section 260B of the Corporations Act (see section 1.2 below); or (c) the assistance is exempted under section 260C of the Corporations Act. Atturra Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement 5 1.2 Shareholder approval of financial assistance For a company to financially assist a person to acquire shares (or units of shares) in itself or a company of which it is a subsidiary, section 260B(1) of the Corporations Act states that the financial assistance must be approved by its shareholders by: (a) a special resolution passed at a general meeting of the company, with no votes being cast in favour of the resolution by the person acquiring the shares (or units of shares) or by their associates; or (b) a resolution agreed to, at a general meeting, by all ordinary shareholders. If the company will be a subsidiary of a listed domestic corporation (Listed Australian Holding Company) immediately after the acquisition, then section 260B(2) requires that the financial assistance must also be approved by a special resolution passed at a general meeting of that Listed Australian Holding Company. 1.3 Approval under section 260B(1) and section 260B(2) of the Corporations Act The purpose of this Explanatory Statement is to explain in further detail the proposed Financial Assistance Resolution set out in the Notice which must be passed under section 260B(1) and section 260B(2) of the Corporations Act to enable the giving of the financial assistance in connection with the Cirrus Acquisition and the Previous Acquisition (as described below). 2. The Cirrus Acquisition, the Financial Assistance and involved companies 2.1 The Cirrus Acquisition Atturra Limited ACN 654 662 638 (Atturra) via its wholly owned subsidiary Atturra Holdings Pty Ltd ACN 132 368 104 (Atturra Holdings) acquired the entire issued share capital of Cirrus Networks Holdings Limited ACN 103 348 947 (Cirrus) on 11 December 2023 under the terms of a binding Second Amended and Restated Scheme Implementation Deed (SID) dated 3 October 2023 between: (a) Cirrus, as "Target"; (b) Atturra Holdings (as "BidCo"); and (c) Atturra Limited ("Atturra") (the Cirrus Acquisition). Accordingly, on completion of the Cirrus Acquisition, Cirrus became a wholly-owned subsidiary of Atturra Holdings. It follows that each of Cirrus's subsidiaries, are also subsidiaries of the Atturra Group following the Cirrus Acquisition. Atturra is listed and is a domestic corporation. Atturra Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement 6 2.2 The Financial Assistance - Cirrus Acquisition The consideration paid by Atturra Holdings as BidCo for the Cirrus Acquisition comprised a mixture of shares in Atturra and cash of $44,568,422.54. The cash component was partially funded by debt advanced by Westpac Banking Corporation ACN 007 457 141 (Westpac, as "Lender") to Atturra (as a "Borrower") and Atturra Holdings (as a "Guarantor"), among others, pursuant to an amended and restated facility agreement dated 4 December 2023 (New Facility). The New Facility amended and restated the existing facility provided by Westpac to Atturra and is on terms that Atturra considers to be market standard, including standard conditions precedent to draw down. It is a condition of the New Facility, that as soon as possible after (and in any event within 70 days of completion of) the Cirrus Acquisition, that Cirrus and certain of its subsidiaries each become 'Guarantors' to the New Facility, and that all required approvals are obtained to enable this to occur. The new 'Guarantors' required by Westpac (following and in connection with the Cirrus Acquisition) are: (a) Cirrus; (b) Cirrus Networks (WA) Pty Ltd (ACN 161 277 121), being 100% owned by Cirrus; (c) Cirrus Networks (ACT) Pty Ltd (ACN 143 561 291), being 100% owned by Cirrus; (d) Cirrus Networks (Canberra) Pty Ltd (ACN 168 829 641, being 100% owned by Cirrus, (together the New Guarantors). Westpac requires that each of the New Guarantors signs: (e) an Accession Deed, agreeing to guarantee the obligations of each obligor under the New Facility (Guaranteed Obligations); and (f) a General Security Agreement, granting security over all of the assets and undertakings of each New Guarantor, as security for the Guaranteed Obligations, (together the Accession Documents). Following the Cirrus Acquisition (and at the time of entry into the Accession Document), each New Guarantor will be a Subsidiary of the Atturra Group. The entry into the Accession Documents by each of the New Guarantors (and performance of their respective obligations under the Accession Documents), constitutes the giving of Atturra Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement 7 "financial assistance" for the purposes of Section 260A of the Corporations Act, as it assists to secure the financing obtained by the Atturra Group, to complete the Cirrus Acquisition. 2.3 The Previous Acquisitions, Deferred Consideration, Financial Assistance and involved companies Atturra Limited ACN 654 662 638 (Atturra) also previously acquired: (a) the entire issued share capital of Hayes Information Systems and Communications Pty Ltd ACN 169 127 824 (Hayes), pursuant to the Hayes SPA which completed on 1 June 2022 (Hayes Acquisition); (b) a majority stake in Atturra Advisory Group Pty Ltd ACN 117 643 240 (formerly called Noetic Group Pty Ltd) (AAG) pursuant to the Noetic SPA which completed on 1 February 2021. AAG also had a wholly owned subsidiary called Noetic Solutions Pty Ltd ACN 098 132 024 (Noetic Solutions), which as a result of the AAG acquisition, also become a subsidiary of the Atturra Group (together the Noetic Acquisition); (c) the entire issued share capital of Kettering Professional Services Pty Ltd ACN 114 612 001 (Kettering) pursuant to the Kettering SPA which completed on 17 January 2022 (Kettering Acquisition), (collectively, the Previous Acquisitions). Whilst each of the Previous Acquisitions have already completed, the consideration payable by the Atturra Group in respect of each of the Previous Acquisitions included the following deferred consideration (each having been previously announced by the Company): (d) Hayes Acquisition: a post-completion earn-out of up to $7.89 million in cash is payable, subject to Hayes achieving performance hurdles based on audited EBIT targets for FY22, FY23 and FY24 and certain metrics with respect to key employees; (e) Noetic Acquisition: a post-completion earn-out of up to $4 million in cash was payable, subject to AAG achieving performance hurdles based on audited EBIT targets for FY21, FY22 and FY23; and (f) Kettering Acquisition: a post-completion earn-out of up to $2.25 million in cash is payable, subject to Kettering achieving performance hurdles based on audited EBIT targets for FY23, FY24 and FY25, (collectively, the Deferred Consideration). Atturra Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement 8 2.4 The Financial Assistance - Previous Acquisitions (Deferred Consideration) The exact amount of the Deferred Consideration has not yet been determined in respect of all of the Previous Acquisitions; however once determined, it will be funded (either in whole or in part) by the New Facility provided by Westpac. As a condition to draw down of the New Facility to pay Deferred Consideration in respect of any of any of the Previous Acquisitions, Westpac requires that the guarantees and securities given be each of: (a) Hayes, in respect of the Hayes Acquisitions; (b) AAG and Noetic Solutions, in respect of the Noetic Acquisition; and (c) Kettering, in respect of the Kettering Acquisition, (together the Existing Guarantors), are approved under section 260B(2) of the Corporations Act. Each of the Existing Guarantors has previously: (d) agreed to guarantee the obligations of each obligor under the New Facility (Guaranteed Obligations); and (e) signed a General Security Agreement, granting security over all of the assets and undertakings of each New Guarantor, as security for the Guaranteed Obligations, (together the Existing Guarantor Documents). Following each Previous Acquisition (and at the time of entry into the relevant Existing Guarantor Documents), each relevant Existing Guarantor (with respect to that Previous Acquisition) was a Subsidiary of the Atturra Group. Any funds drawn down under the New Facility to pay Deferred Consideration will mean that the Existing Guarantor Documents entered into by each of the Existing Guarantors (and performance of their respective obligations under the Existing Guarantor Documents), will constitute the giving of financial assistance for the purposes of Section 260A of the Corporations Act, as it assists to secure the financing obtained by the Atturra Group, to complete the relevant Previous Acquisition in question. 2.5 Approved financial assistance to extend to any future Refinance The Borrower, the Target and the Lender, among others, may arrange refinancing and additional financing facilities of an amount to be determined in the future, from time to time. In order to secure and regulate the obligations of the Borrower and any applicable subsidiary or related entity of them in relation to such financing facilities, any member of the Atturra Group (whether before, on or after the Cirrus Acquisition, Previous Acquisition or any Future Acquisition) and any subsidiary of any of them may, from time to time: (a) execute, or accede to, a facilities agreement on terms approved by the board or members (or both) at the relevant time; Atturra Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement 9 (b) give one or more of a guarantee, indemnity or security interest over its assets (whether by way of mortgage, charge (or other security interest) or otherwise) to secure any obligations under any facilities agreement and any related document; and (c) execute, or accede to, any document in connection with or ancillary to, any facilities agreement or guarantee, indemnity or security interest given in connection with any facilities agreement and any related document, (Refinance). By approving the Financial Assistance Resolution, Shareholders are also agreeing that the financial assistance to be provided by the Named Subsidiaries is also approved for the purposes of any such Refinance. 3. Financial Assistance Resolutions 3.1 Financial assistance approvals The entry by each Named Subsidiary into, and the performance by each Named Subsidiary of its obligations under the Finance Documents and the participation by the Named Subsidiaries in the funding arrangements and other transactions or any Refinance, all as described above, constitutes the giving of financial assistance in connection with the Cirrus Acquisition and each Previous Acquisition or Future Acquisition (as the case may be), within the meaning of Part 2J.3 of the Corporations Act. As Atturra is the Listed Australian Holding Company of each of the Named Subsidiaries providing the financial assistance outlined in this Explanatory Statement, the financial assistance must be approved by a special resolution at a general meeting of Atturra in accordance with section 260B(2) of the Corporations Act. This is the Resolution that Atturra shareholders are being asked to consider. Each Named Subsidiary must also have each of their respective shareholders approve the financial assistance to be given by it for the purposes of section 260B(1) of the Corporations Act. Those approvals will be sort by those Named Subsidiaries concurrently with the Resolution proposed to be passed by members of Atturra. 3.2 Reasons for giving financial assistance The reason for the giving of the financial assistance described above is to enable Atturra to comply with its obligations under the New Facility, and to facilitate the Cirrus Acquisition and to facilitate the payment of Deferred Consideration in respect of each of the Previous Acquisitions (also to be funded by the New Facility). If such obligations are not complied with a "Default" (as defined in the New Facility) could occur, and Westpac could require that all amounts outstanding under the New Facility are repaid. Additionally, the approval sought will also assist the Atturra Group to facilitate any future Refinance that may occur. Atturra Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement 10 3.3 Effect of financial assistance As Atturra, in its capacity as Borrower, and Atturra Holdings in its capacity as Guarantor, are already liable for the amounts payable under the New Facility, the giving of the financial assistance described in this Explanatory Statement by each Named Subsidiary is unlikely to have any adverse effect on the Atturra Group), except that the operations of the Named Subsidiaries will be restricted by the representations, warranties and undertakings given by each of them under the Finance Documents. The substantial effect of the financial assistance given by each of the Named Subsidiaries is that they each will have guaranteed all amounts payable under the New Facility and have granted security for such obligations. The operations of Named Subsidiaries will also be restricted by the representations, warranties and undertakings given by each of them under their relevant Finance Documents. The directors of Atturra, Atturra Holdings, and each of the Named Subsidiaries do not currently believe that any of them are likely to default in their obligations under the Finance Documents. 3.4 Advantages of the proposed resolution The advantage to Atturra of the proposed resolution is that New Guarantors will be able to provide the Accession Documents and enable Atturra to satisfy its obligations under the New Facility and a condition of using the New Facility to fund Deferred Consideration will be satisfied. This will enable Atturra to comply with its obligations under the New Facility with respect to the Cirrus Acquisition and to use the New Facility to fund Deferred Consideration in relation to Previous Acquisitions. The directors of each Named Subsidiary believe that the execution of the Finance Documents are in the interests of each Named Subsidiary because: (a) they will have greater access to funding in the bank and capital markets as a result of integration with the Atturra Group; and (b) they will benefit from synergies, cost savings and greater growth potential through its integration with the Atturra Group. The directors of Atturra, Atturra Holdings and each of the Named Subsidiaries believe that transactions contemplated by this Explanatory Statement are in the interests of each of them. 3.5 Disadvantages to Atturra of proposed resolutions As Atturra is already liable for and has provided security, the directors of Atturra do not believe there are any disadvantages to Atturra of the proposed resolution, except that the operations of the Named Subsidiaries will be restricted by the undertakings and representations and warranties given by the Named Subsidiaries under the Finance Documents. Atturra Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement 11 3.6 Disadvantages to Cirrus and the Named Subsidiaries of the proposed resolution The disadvantages of the proposed resolution for the Named Subsidiaries include the following: (a) they will each become liable for the amounts due under the New Facility; (b) each of their respective assets will be subject to security and their respective operations will be restricted by the representations, warranties and undertakings given by it under the Finance Documents; (c) Atturra, Atturra Holdings or any other obligor under the New Facility may default under the facility; (d) Westpac (as Lender) may make a demand under the guarantee provided by a Named Subsidiary requiring immediate repayment of the amounts due under the New Facility; and (e) Westpac (as Lender) may enforce the guarantee and/or security granted by a Named Subsidiary to recover the amounts due. A demand made under the guarantees may result in the winding up of a Named Subsidiary and a sale of any of their respective assets by the Lender upon an enforcement of the security or execution of a judgment for moneys owing under the guarantee. This may result in a return to Atturra (and ultimately its shareholders) significantly lower than could have been achieved had those assets been sold in the ordinary course of business or had Atturra or, as applicable, any of the Named Subsidiary continued trading. 3.7 Passing the Financial Assistance Resolution The Financial Assistance Resolution under consideration is set out in the Notice that accompanies this Explanatory Statement and will be passed if it is passed as a special resolution by Atturra’s shareholders. Atturra shareholders may vote either for or against the Financial Assistance Resolution. As stated at paragraph 3.4 above, each Named Subsidiary will also concurrently seek the approval of each of its sole member companies, to enable it to give the financial assistance outlined in this Explanatory Statement. 4. Board Recommendation The Board unanimously recommends that Atturra shareholders vote in favour of the Financial Assistance Resolution to approve the giving of financial assistance. 5. Voting Intention The Chair of the Meeting intends to vote undirected proxies in favour of this Resolution. Atturra Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement 12 6. Voting Exclusion There is no applicable voting exclusion statement in respect of Resolution 1 (the Financial Assistance Resolution). 7. Notice to Australian Securities & investments Commission As required by section 260B(5) of the Corporations Act, copies of the Notice and this Explanatory Statement as sent to the shareholders were lodged with the Australian Securities & Investments Commission before they were sent to the shareholders. 8. Disclosure The directors of Atturra, consider that this Explanatory Statement contains all information known to Atturra that would be material to the shareholders in deciding how to vote on the proposed resolution other than information which it would be unreasonable to require Atturrato include because it has been previously disclosed to the shareholders of Atturra. Enquiries Shareholders are asked to contact the Company Secretary on company.secretary@atturra.com if they have any queries in respect of the matters set out in these documents. Atturra Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement 13 Glossary AAG means Atturra Advisory Group Pty Ltd CAN 117 643 240 (formerly called Noetic Group Pty Ltd). Accession Documents in respect of the Cirrus Acquisition: is defined in section 2.2(e) and 2.2(f). AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales. ASIC means Australian Securities and Investment Commission. Associate has the meaning given to it by the ASX Listing Rules. ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000. ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX. Atturra Group means Atturra and each of its subsidiaries at the relevant time. Atturra Holdings means Atturra Holdings Pty Ltd ACN 132 368 104. Board means the current board of Directors of the Company. Borrower means Atturra Limited ACN 654 662 638 and Atturra Operations Pty Ltd. Business Day means a day on which trading takes place on the stock market of ASX. Chair means the person chairing the Meeting. Cirrus means Cirrus Networks Holdings Limited ACN 103 348 947. Cirrus Acquisition is defined in section 2.1. Closely Related Party of a member of the KMP means: (a) a spouse or child of the member; (b) a child of the member’s spouse; (c) a dependant of the member or of the member’s spouse; (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the Company; (e) a company the member controls; or (f) a person prescribed by the Corporation Regulations 2001 (Cth). Company or Atturra means Atturra Limited ACN 654 662 638. Constitution means the Company’s constitution. Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time. Deferred Consideration is defined in section 2.3 of the Explanatory Statement. Director means a current director of the Company. Dollar or “$” means Australian dollars. Existing Guarantor means in respect of the Previous Acquisitions, each of Hayes, AAG, Noetic Solutions and Kettering. Existing Guarantor Documents in respect of the Previous Acquisitions, is defined in section 2.4(d) Atturra Limited | Ex