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Nine accelerates strategic transformation 30 January 2026 For personal use only
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• Acquisition of QMS Outdoor, coupled with the divestment of its traditional Radio assets and the restructure of Nine’s regional television assets in Northern NSW (NBN) • Focuses Nine’s portfolio on structural growth assets across the key metro markets in Streaming and Broadcast, Publishing, Outdoor and Marketplaces • Reduces Nine’s exposure to Broadcast – both TV and Radio • As a result, growth assets are estimated to contribute more than 60% of Group revenue from FY27, from 45% in FY25 (ex Domain) Growth assets to contribute more than 60% of Group revenue For personal use only
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Sale radio + NBN dilutive?? Check with Ned Summary of transactions • Purchase of QMS Media from Quadrant Private Equity • $850m – cash and debt free enterprise value basis • Less cash tax loss benefit of c$32m1 • Est 6.5x CY26 EBITDA (incl pro forma synergies & tax losses) • Sale of Nine Radio to the Laundy Family Office • $56m - cash and debt free enterprise value basis • Plus cash tax loss benefit of c$51m1 • Transfer of NBN (Northern NSW) to Nine’s affiliate, WIN Network • $15m - cash and debt free enterprise value • Plus cash tax loss benefit of c$95m1 • Net EBITDA impact of c($7m) in FY26 (pro forma) • Subject to shareholder approval • In total, a net outlay, incl cash tax loss benefit, of c$601m. • Combined FY26 pro forma EPS accretion in the low single digits (%, pre synergies) and low double digits (%, including cost synergies) 1 Offset to the previously calculated Domain capit al gain of $254m For personal use only
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Nine reweights portfolio towards growth, with the EPS accretive acquisition of QMS Media • Acquisition of 100% of the issued capital of QMS from Quadrant Private Equity for an enterprise value of $850m • Equates to an EBITDA multiple (post lease expenses (pre AASB16), incl Pro Forma synergies and tax losses) of 6.5X CY26 • Marginally EPS accretive on pro forma FY26 basis (pre synergies) or low double digit (%) accretion inclusive of synergies • Acquisition is expected to complete during Q4 FY26 CY26 basis Enterprise value $850m Cash free/debt free basis Cash tax loss benefit ~$32m Gross tax losses of >$100m Adjusted EBITDA1 ~$105m Pre AASB16 Pro forma cost synergies ~$20m Full year impact, by FY29 MULTIPLE 6.5X Incl. pro forma synergies and tax losses 1 Once completed, Nine intends to report Group and divisional EBITDA on both a pre and post AASB16 basis For personal use only
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QMS – a leading digital player in Outdoor • QMS is a leading digital Outdoor media platform, with operations in Australia (~80% of revenue) and New Zealand. • ~95% of QMS’s Australian revenue now in digital format, ahead of the national average (76%) 1. • QMS is a leading player in Outdoor in Australia, 3 - yr revenue CAGR of 15% (CY22-CY25) underpinning share growth to c15% 2 in CY25. CY26 revenue estimate ~ $400m. Operating margin (pre AASB16) of c26%. 2024 2025 2026 Revenue EBITDA (after leases) +8% +c25% +17% +5% +16% +c25% Calendar years, $m 1 Outdoor Media Association data 2 Outdoor Media Association and Standard Media Index. Based on total Australian agency ad market spend (excludes direct spend) For personal use only
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Outdoor market in Australia continues to outperform 1 Source and definition 2 Source and definition • The Outdoor advertising market has grown strongly over the past 10 years, with revenue growing c9% CAGR, CY15 - 25. • Outdoor now attracts c18% of Australian advertising market revenue, up from 10% in 2014. QMS is estimated to hold a share of c15% of the Australian Outdoor market 1 • Market rapidly digitising, with current penetration in Australia (76%) well ahead of global comps • Agency groups remain bullish about the medium -term growth of Outdoor as well as the benefits of a combination with Nine • Roll-out of Move 2.0 in H1 calendar 2026 is expected to provide significantly more granular data including greater geographic coverage, hour-by-hour breakdown and includes all major formats. • Outdoor is expected to remain resilient to the global platforms and the disruption of AI. 1 Outdoor Media Association and Standard Media Index. Based on total Australian agency ad market spend (excludes direct spend) For personal use only
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More than 80% of QMS’s revenue is sourced from Australia, of which 95% is sourced from higher yielding, more flexible digital formats Roadside billboards - Australia 52% Street furniture – Australia 28% Other Australia 4% New Zealand 16% Revenue Key contracts City of Sydney Street furniture Bus shelters, kiosks, and street pylon screens across the Sydney CBD and 33 surrounding suburbs August 2022->2032 (10 years) Auckland Transport All key outdoor assets Street furniture, transit media, transport hubs and billboards October 2025 -> 2025 (10 years) Sydney – Digital Landmarks M2 Motorway Sydney Transport for NSW Large format street signage Large format street signage Renewed in June 2025 January 2025 Other cap city – digital landmarks Melbourne, Brisbane and Canberra Large format street signage Various – no renewals within 5 years For personal use only
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• Pre-tax cost synergies estimated at c$20m by the end of year 3 (FY29). Underpinned by the consolidation of back office functions and procurement efficiencies • Includes opportunity to re -weight marketing spend to QMS as well as utilisation of vacant sites. • Additionally - revenue opportunities through bundling of outdoor inventory with Nine’ s Video and Publishing advertising assets. • Opportunities to extend both input (data) and output (Out of Home distribution) of Nine Ad Manager inventory • Amplification of key Nine content across Outdoor asset – particularly sport and news Creating a unique cross- platform digital media proposition For personal use only
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Sale of Nine Radio to Laundy Family Office • Enterprise value of $56m • Cash tax benefit of c$51m • Specific item profit in FY26 result of c$10m • Laundy Family Office is the owner of a major Australian hotels and hospitality group, with a portfolio of more than 90 venues across NSW. We are confident that the Laundy will prove a positive outcome for both the Radio business and its staff. • Moreover, both parties are committed to a mutually beneficial strategic partnership which we believe will have a material benefit for Nine through initiatives including elements of ad sales, marketing, news and sport as well as Stan. • Nine remains committed to Digital Audio opportunities For personal use only
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Broadening of Nine affiliate agreement to include NBN (Northern NSW) • Transition of NBN (Northern NSW) from wholly owned business to an affiliate – owned and operated by WIN Network • Enterprise value of $15m • Cash tax benefit of c$95m • EBITDA impact, net of affiliate fees, of c($7m) • Enables Nine to focus on content, and metro markets while WIN Network extends its affiliate agreement with Nine in the regional markets • Subject to shareholder approval For personal use only
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Combined Financial impact • Combined net consideration of $601m, comprising $779m in net enterprise values, less c$178m in cash tax losses, which will offset much of the Domain capital gains tax previously calculated of $254m. • On an FY26 pro forma basis, combined positive EBITDA impact of c$80m, on a pre AASB basis. • On a FY26 pro forma basis (including full run rate synergies), in combination, these initiatives are expected to be accretive to earnings per share in the low double digits (percent). • Immediately post completion, it is expected that Nine’s net leverage ratio will increase to c1.8X – however, Nine’s enhanced EBITDA coupled with the benefit of the tax losses are expected to drive this down to Nine’s targeted range of 1.0-1.5X by the end of FY27. • Effective utilisation of tax losses will reduce franking credits, resulting in the expectation that FY26 interim and final and FY27 interim dividends will be unfranked. For personal use only
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Our goal – to be Australia’s leading, digital- first media business • Focuses Nine’s portfolio on structural growth assets across the key metro markets in Streaming and Broadcast, Publishing, Outdoor and Marketplaces • Reduces Nine’s exposure to Broadcast – both TV and Radio • As a result, growth assets are estimated to contribute c60% of Group revenue in FY27, from 45% in FY25 (ex Domain) • Complementary nature of the assets will create incremental growth opportunities for both Nine and QMS going forward • Accelerating Nine’ s transition to a digitally-focused, structurally growing media company, focused on enhancing shareholder value For personal use only
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Appendices Appendices For personal use only
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RADIO NBN OUTDOOR COMBINED 1 (100) 1 (4) 1 1 (3) +25 – PRE AASB16 14 1. Before Specific Items. Adjusted as per FY25 results presentation, Appendix 4 2. After Minorities. 3. Refer to Glossary in Appendix 2 for definitions Total may not add due to rounding. Appendix 1: Impact on FY26 (full year basis) May not have/need all these data points Appendix 1: Impact on FY26 (pro forma, pre synergies) A$m Outdoor Radio NBN Combined Revenue 360 (100) (31) 229 EBITDA1 205 (11) (7) 187 Depreciation & amortisation (109) 6 2 101 EBIT 96 (4) (5) 87 Specific items (net of tax, costs) +10 +1 +11 Underlying EBITDA – pre AASB16 92 (7) (6) 79 1 Before lease costs For personal use only
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AASB16 – accounting standard for Leases, effective 1 January 2019, which recognises lease expenses within depreciation AI – Artificial intelligence CAGR – compound annual growth rate Cash tax losses – the cash value of tax losses able to be offset against the Domain capital gain Costs – defined as revenue – EBITDA CY – Calendar year EBIT – earnings before interest and tax, before Specific Items EBITDA – earnings before interest, tax, depreciation and amortisation, before Specific Items Enterprise value – a measure of a Company's total value EPS (Earnings Per Share) – Net profit after Tax and minority interests, before Specific Items, divided by the average number of shares on issue across the period FY – Full year H1 – first half H2 – second half LTM – Last 12 months Margin – EBITDA/Revenue Metro – Sydney, Melbourne, Brisbane, Adelaide and Perth Net Debt – Statutory reported cash less interest- bearing loans and borrowings, excluding finance lease liabilities Net Leverage – Net Debt (Group) divided by Group EBITDA (last 12 months) Net Profit after Tax (NPAT) – Net profit after tax NPATA – Net profit after tax, adjusted for the amortisation of non-cash identifiable intangibles PCP – previous corresponding period Pro forma – adjusted to take account of the impact of the transaction(s) for the entire related period Revenue – operating revenue, excluding interest income and Specific Items Specific Items – amounts as set out in Note 2.4 of the Statutory Accounts Underlying EBITDA – EBITDA pre AASB16, recognising lease payments as an expense within EBITDA Appendix 2: Glossary For personal use only