Prime Media : Notice of Extraordinary General Meeting/Proxy Form

For personal use only

PRIME MEDIA GROUP LIMITED

ACN 000 764 867

NOTICE OF EXTRAORDINARY GENERAL MEETING AND EXPLANATORY MEMORANDIUM

For a proposed transaction pursuant to which a wholly-owned subsidiary of Seven West Media Limited would acquire

the business and assets of Prime Media Group Limited

The Meeting will be held on Thursday 23 December 2021 at 11:00 am (AEDT) as a virtual meeting.

The Directors unanimously recommend that

Shareholders VOTE IN FAVOUR of the proposed

Resolutions in the absence of a Superior Proposal.

Prime Media Group Limited has arranged to conduct the Meeting through an online platform provided by its share registry service, Link Market Services Limited.

The online platform for the Meeting can be accessed at https://agmlive.link/PRTEGM21.

This Explanatory Memorandum and the Proxy Form should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss the matters in this Explanatory Memorandum, please contact the Prime Information Line on 1300 290 691 (within Australia) or [phone] (outside Australia).

The Independent Expert has concluded that the Proposed Transaction as set out in this Explanatory Memorandum and the enclosed Independent Expert Report is FAIR AND REASONABLE to, and IN THE BEST INTERESTS of, Shareholders, in the absence of a Superior Proposal.

For personal use only

IMPORTANT NOTICES

IMPORTANT INFORMATION

This explanatory memorandum, including the Notice of Meeting and Independent Expert Report (Explanatory Memorandum) and Proxy Form are all important documents and require your immediate attention. If you are a Shareholder, you should read this Explanatory Memorandum and its Annexures in full, and consider its contents carefully, before deciding how to vote on the Resolutions.

PURPOSE OF THIS EXPLANATORY MEMORANDUM

This Explanatory Memorandum contains an explanation of, and information about, the Resolutions to be considered at the Extraordinary General Meeting of Prime to be held on Thursday 23 December 2021. It is given to Shareholders to provide them with information that the Directors believe to be material to Shareholders in deciding whether and how to vote on the Resolutions. This Explanatory Memorandum is required by the Corporations Act. Shareholders should read this Explanatory Memorandum in full because individual sections do not give a comprehensive review of the Resolutions.

NO FINANCIAL PRODUCT OR INVESTMENT ADVICE

The information contained in this Explanatory Memorandum does not constitute financial product advice and has been prepared without reference to your own investment objectives, financial situation, taxation position or particular needs. You must make your own decision in this regard. The information and recommendations contained in this Explanatory Memorandum do not constitute, and should not be taken as, financial product advice. This Explanatory Memorandum does not constitute financial or tax advice. You will need to consult your own financial or tax adviser regarding the consequences of the Proposed Transaction in light of your particular circumstances.

It is important that you read this Explanatory Memorandum in its entirety before making any investment decision and any decision as to whether or not to vote in favour of the Resolutions. If you are in any doubt in relation to these matters, you should consult with a financial, legal, taxation or other professional adviser.

FORWARD LOOKING STATEMENTS

This Explanatory Memorandum contains both historical and forward looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward looking statements.

All forward looking statements in this Explanatory Memorandum reflect views, and are held, only as at the date of this Explanatory Memorandum, and generally may be identified by the use of forward looking words such as 'estimate', 'believe', 'aim', 'expect', 'anticipate', 'intending', 'foreseeing', 'likely', 'should', 'planned', 'may', 'potential', or other similar words. Similarly, statements that describe Prime's objectives, plans, goals or expectations are or may be forward looking statements.

All forward looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed, projected or implied by those forward looking statements.

These factors include matters not yet known to Prime or not currently considered by Prime to be material.

Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement. Neither Prime, nor any of its respective officers or any person named in this Explanatory Memorandum or involved in its preparation, makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, and Shareholders are cautioned not to place reliance on those statements.

Subject to any obligations under law or the Listing Rules, Prime has no obligation to disseminate, after the date of this Explanatory Memorandum, any updates or revisions to any forward looking statements to

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reflect any change in expectation in relation to those statements or any change in events, conditions or circumstances on which any such statement is based.

NOTICE TO PERSONS OUTSIDE AUSTRALIA

This Explanatory Memorandum has been prepared in accordance with Australian laws, disclosure requirements and accounting standards. These laws, disclosure requirements and accounting standards may be different to those in other countries.

DISCLAIMER

No person is authorised to give any information or make any representation in connection with the Resolutions which is not contained in this Explanatory Memorandum. Any information or representation not contained in this Explanatory Memorandum must not be relied on as having been authorised by Prime, the Board or the Directors in connection with the Resolutions.

RESPONSIBILITY FOR INFORMATION

Lonergan Edwards & Associates Limited has prepared the Independent Expert Report and has given, and has not withdrawn, as at the date of this Explanatory Memorandum, its written consent to the inclusion of the Independent Expert Report, and the references to that report, in the form and context in which they are included in this Explanatory Memorandum. Lonergan Edwards & Associates Limited takes responsibility for that report but is not responsible for any other information contained in this Explanatory Memorandum. Neither Prime nor any of its related entities, directors, officers, employees, contractors, advisers or agents assumes any responsibility for the accuracy or completeness of the Independent Expert Report. Shareholders are urged to read the Independent Expert Report carefully to understand the scope of the report, the methodology of the assessment, the sources of information and the assumptions made.

DEFINITIONS

Defined terms are used in this Explanatory Memorandum. The meanings of the defined terms are in the Glossary.

ASIC and ASX

Neither ASIC, ASX nor any of their respective officers takes any responsibility for the contents of this Explanatory Memorandum.

DATE

This Explanatory Memorandum is dated 22 November 2021.

PRIME MEDIA GROUP  |NOTICE OF E X TR AOR DINARY GENER AL MEE TING AND E XPL ANATORY MEMOR ANDUM

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CONTENTS

	IMPORTANT NOTICES
	INDICATIVE TIMETABLE
only	LETTER FROM THE CHAIR
KEY CONSIDERATIONS RELEVANT TO YOUR VOTE
	1.	Reasons to vote in favour of the Resolutions
	2.	Reasons you may wish to vote against the Resolutions
	KEY QUESTIONS ANSWERED
	FURTHER INFORMATION IN RELATION TO THE RESOLUTIONS
	Resolution 1 - Asset Sale Resolution
use	1.	Overview
2.	Key terms of the Share Sale Agreement
3.	ACCC Approval
4.	Considerations of the Board in recommending the Asset Sale
5.	Effect of the Asset Sale on the Company
6.	Directors' recommendation
7.	Information about SWM
personal	8.	No other material information
Resolution 2 - Proposed Distribution Resolution
	1.	Overview
	2.	Reasons for the Proposed Distribution
	3.	Calculation of the amount of the Proposed Distribution
	4.	Conditionality of the Proposed Distribution
	5.	Payment details
	6.	Requirements for the return of capital
	7.	Effect of the Proposed Distribution
	8.	Tax consequences for Shareholders
	9.	Directors' recommendation
	10.	No other material information
	Resolution 3 - Name Change Resolution
	1.	Overview
For	2.	Rationale for proposed change
3.	Effect of approval of the Name Change Resolution
	4.	Conditionality of the Name Change Resolution
	5.	Directors' recommendation
	NOTICE OF EXTRAORDINARY GENERAL MEETING
	VOTING INFORMATION

SHAREHOLDER QUESTIONS GLOSSARY

ANNEXURE 1 - KEY TERMS OF THE SHARE SALE AGREEMENT SCHEDULE 1 - INDEPENDENT EXPERT REPORT

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INDICATIVE TIMETABLE

Event	Anticipated date
Final time for lodgement of Proxy Form for the Meeting	11:00 am AEDT on Tuesday 21
	December 2021
Voting Record Date for voting at the Meeting	7:00 pm AEDT on Tuesday 21
	December 2021
Meeting of Shareholders	11:00 am AEDT on Thursday 23
	December 2021
Expected timing for Completion of Asset Sale under	Friday 31 December 2021
the Share Sale Agreement
Announcement of Proposed Distribution	Expected	Friday	21	January
	2022
Date on which ASX will suspend trading in Shares	Expected	Tuesday	25	January
	2022 (on close of trading)
Expected Distribution Record Date for the Proposed	Expected 7:00 pm AEDT on
Distribution	Friday 28 January 2022
Expected Distribution Payment Date for the Proposed	Expected	Tuesday	1	February
Distribution	2022

All references to dates and times in this timetable and in this Explanatory Memorandum generally are references to Sydney, Australia-time.

DATES MAY CHANGE

All dates and times in this timetable and throughout this Explanatory Memorandum are indicative only. The Board reserves the right to vary the dates and times set out above subject to the Corporations Act, the Listing Rules and other applicable law.

In particular, Completion of the Asset Sale is subject to the terms of the SSA, including satisfaction of the Conditions Precedent. Timing of satisfaction of the Conditions Precedent, including receipt of ACCC approval, is uncertain as at the date of this Explanatory Memorandum.

Any changes to this timetable will be announced through ASX and notified on Prime's website (https://primemedia.com.au).

PRIME MEDIA GROUP  |NOTICE OF E X TR AOR DINARY GENER AL MEE TING AND E XPL ANATORY MEMOR ANDUM

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