Annual report
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Further information: Nola Hodgson Jame s Boyce Nine Ent ertainment Co. Head of Investor Relations Dir . Regulatory, ABN 60 122 203 892 +61 2 9965 2306 Public A ffairs & Communications nineentertainment. com.au nhodgson@nine.com.au +61 459 184 902 james.boyce@nine .com.au ASX Markets Announcement Office ASX Limited 39 Martin Place Sydney NSW 2000 26 August 2026 Appendix 4E and FY26 Annual Report Nine Entertainment Co. Holdings Limited (ASX: NEC) today announced the results for the year ended 30 June 2026 (FY26). Attached is a copy of Nine Entertainment Co. Holdings Limited’s Appendix 4E and Annual Report for the 12 months to 30 June 2026. Rachel Launders Company Secretary Authorised for release: Nine Board sub-committee
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Appendix 4E (Rule 4.3A) For the year ended 30 June 2026 Results for announcement to the market Key Financial Information 2026 $’000 2025 $’000 Continuing Operations Revenue from ordinary activities Up by 3% 2,198,968 2,131,634 Net profit after tax n/m (338,841) 100,241 Net profit after tax, excluding specific items Up by 7% 142,360 132,977 Discontinued Operations Net profit after tax n/m 849,408 33,097 Total income attributable to: Net profit after tax – owners of the parent n/m 511,286 103,889 Net (loss) / profit after tax - non-controlling interest n/m (719) 29,449 Refer to the attached Financial Report, Results Announcement and Investor Presentation for management commentary on the results. Dividends A fully franked dividend of 3.0 cents per share has been announced payable on 22 October 2026. Amount per share cents Franked amount per share cents Dividend per share (paid 26 September 2025) 4.0 4.0 Special dividend per share (paid 26 September 2025) 49.0 49.0 Interim 2026 dividend per share (paid 23 April 2026) 4.5 - A dividend amounting to $63,427,955 of 4.0 cents per share and a special dividend amounting to $777,023,440 of 49.0 cents per share were paid on 26 September 2025. An interim dividend of 4.5 cents per share amounting to $71,359,087 was paid on 23 April 2026, in respect of the year ended 30 June 2026. Dividend and AGM dates Ex-dividend date: 10 September 2026 R ecord date: 11 September 2026 P ayment date: 22 October 2026 Annual General Meeting date: 6 November 2026 Net tangible assets per share 2026 cents 2025 cents Net tangible asset (deficit) per ordinary share1 (61.2) (56.4) Net asset backing per ordinary share 74.6 112.1 1. I f the right-of-use assets are included, the net tangible asset deficit per share is (10.9) cents (2025: (42.3) cents). Supplementary information Additional Appendix 4E disclosure requirements can be found in the Directors’ Report and the 30 June 2026 Financial Report. Nine Entertainment Co. Appendix 4E 2026
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Nine Entertainment Co. ABN 60 122 203 892 1 Denison Street North S ydney NSW 2060 nineentertainment.com.au Annual Report 2026
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We shape culture by sparking conversations, challenging perspectives and entertaining our communities. We bring people together by celebrating the big occasions and connecting the everyday moments. Australia belongs here. 05 Overview 07 Chair and CEO's Report 15 Operating and Financial Review 25 Sustainability Report 55 Social and Governance Reporting 59 Corporate Governance Statement 75 Directors’ Report 84 Auditor’s Independence Declaration 85 Remuneration Report 107 2026 Financial Statements 183 Independent Auditor’s Report 191 Shareholder Information 195 Corporate Directory Acknowledgement of Country Nine Entertainment Co., acknowledges the Traditional Owners and Custodians of the land on which we work and live within Australia. We would also like to pay our respects to their Elders past and present, and acknowledge the ongoing connection that Aboriginal and Torres Strait Islander peoples have with Australia’s land and waters. 4 Year ended 30 June 2025 4 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Overview The 2026 financial year represented one of the most transformative periods in the history of the Nine Group. Following the divestment of Domain in August 2025, Nine undertook the largest change to the shape of the business in almost a decade. Central to this restructure was the acquisition of QMS, bringing a core growth advertising segment into the portfolio and enabling our ‘Sofa to Street’ proposition by harnessing the power of the Nine Group. In addition, Nine sold Nine Radio; Pedestrian; its stake in Future Women; and converted its regional assets NBN (Northern NSW) and Nine Darwin to affiliates, owned and operated by longstanding regional partner, WIN Network. As a result of these changes, Nine has streamlined its business, focusing on growth assets and positioning Nine at the forefront of Australia’s media industry. Throughout these significant structural changes, Nine delivered revenue and EBITDA 2 growth for the year to June 2026. This was underpinned by strong audience growth in Total TV, double-digit growth in subscription revenues, and disciplined cost management. Premium content is keeping us at the forefront of news, sport and entertainment while providing advertisers with compelling brand integration opportunities. In the second half particularly, our content slate was unrivaled by any other network. Our focus on trusted journalism and content that resonates with Australians has delivered strong audience growth across broadcast television, free and paid streaming, and our mastheads. Across FY26, Nine delivered strong growth in underlying (ex Olympic) Total Television audiences across both broadcast and 9Now. Over the past six months to June 2026, Nine recorded a 3.4% increase in audiences in the key 25-54 demographic, and a 2.7% rise in Total People 1. Together with this audience growth, we leveraged a number of key moments to unlock the power of the Nine Group and strengthen our Integrated Consumer Platform. The launch of Premier League, the Australian Open and the Winter Olympic Games Milano Cortina 2026, enabled Nine to bolster its unique data and deepen connections for partners and advertisers with those who interact with our platforms. The introduction of out-of-home audience measurement tool, Move, adds further sophistication to our data, enabling a richer understanding of audience behaviour. Artificial Intelligence (AI) continues to present opportunities, including cost efficiencies and new revenue streams. Nine has signed a number of commercial agreements to enable Australian corporations to licence our proprietary publishing archives for grounding internal Large Language Models (LLMs). In July 2026, Nine signed an Australian-first content licensing agreement with Microsoft’s CoPilot to access and reference journalism from our mastheads. Internally, Nine is guided by the principle that AI starts and ends with a human. 71% of our employees are actively using Google's Gemini 5 + times per month, driving innovation and efficiencies in their daily roles. The Nine2028 transformation program has developed in-house capability to drive and support growth and cost initiatives across the Group. Significant restructuring was undertaken during the year which has delivered better than expected cost performance against our targets. This discipline will remain a focus moving forward as the industry continues to evolve and the broader advertising market remains soft. In FY26, Nine has laid the foundations for further growth in profitability and shareholder value. In FY27, Nine will leverage these foundations, focusing on the significant opportunities provided by our content and platforms and the technologies that link them together. Group EBITDA2 of $379m 200 150 100 50 -50 FY26FY25 T otal T elevision PublishingStan Outdoor Corporate 0 Total Television Stan Publishing Outdoor(excludes Corporate) 32% 36% 19% 13% $419m Results in Brief For the year to June 2026, Nine reported Group EBITDA2 on a continuing business basis pre-specific items of $379 million, up 17% on FY25. This result includes 3 months of QMS, which was acquired on 31 March 2026. On the same basis, revenue across the Group grew by 3% to $2.2 billion. Net Profit after Tax, before the amortisation of acquisition related intangibles, was $147 million, up 11% on FY25. After a Specific Item expense of $481 million post tax, the majority of which related to non-cash accounting adjustments, and a discontinued operations profit of $849 million after tax, a Statutory Profit of $511 million was reported. Earnings per share before the amortisation of acquisition related intangible assets was 9.3c, of which 7.5c per share will be paid as an ordinary dividend. Yr to June, $m FY26 FY25 Variance Revenue2 2,189.0 2,125.7 +3% Group EBITDA2 378.8 324.4 +17% EBITA2,3 235.3 222.0 +6% NPATA2,3 147.2 132.9 +11% Statutory Net NPAT, including Specific Items 510.6 70.8 n/m Earnings per Share – cents2,3 9.3 8.4 +11% Ordinary Dividend per Share - cents 7.5 7.5 - Special Dividend per Share - cents 49.0 - n/m Operating cash flow was $162 million and free cash flow, after capital expenditure, interest and tax, was $40 million. Net Debt at 30 June 2026 was $658 million During the year, Nine distributed $912 million in total dividends to shareholders including the September 2025 special dividend, and cash tax paid, inclusive of the capital gains tax on the Domain sale, was $241 million. Reported, as at 30 June 2026 30 June 20255 Variance Net Debt, $m 658.0 451.3 +206.7 Net Leverage⁴ 1.7x 1.4x +0.3x Group Revenue2 $2.2B Group EBITDA2 $379M Group NPATA2,3 $147M Earnings per share2,3 9.3c Dividend per share 7.5c 1. Source: OzTAM VOZ © 2026, When Watched, 01/01/2026-28/06/2026, FTA Shares, 1800-MN, National, Syd, Mel, Bris, Adel, Per, Total TV (incl. spill) 2. Con tinuing business basis (excludes Nine Radio, Domain and Pedestrian and accounts for NBN and Nine Darwin as affiliates for the full period, includes Nine Outdoor from completion of acquisition) 3. Exc luding amortisation from acquisition-related intangibles (non-IFRS measure) 4. Net L everage – Net Debt divided by EBITDA less cash lease payments 5. Whol ly owned group – excluding Domain 6 Year ended 30 June 20265 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Chair and CEO's Report 8 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements7 Nine Entertainment Co., Annual Report 8Year ended 30 June 2026
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Chair’s Report Dear Shareholder , It is a privilege to write to you as Chairman of Nine Entertainment for the first time, and I want to start with why this company matters beyond its share price. Nine does three things for this country. Our news informs. Our entertainment captivates. Our sport unites. Each stands on its own as a business. Together they are something larger, part of the connective tissue of a prosperous, cohesive and respectful democracy. Consider what each contributes. A society as diverse as ours holds together because enough of us, most of the time, work from the same set of facts. We can argue about what those facts mean. That is democracy. But we have to be arguing about the same reality, and for generations our journalism has helped provide it. Our entertainment does something different and no less important, giving Australians shared stories and a common culture, moments we experience together. And our sport, above all rugby league, unites Australians across geography and background as few things can. A Sunday afternoon in living rooms from Cairns to Cronulla is social cohesion in action. That is the enduring reason to own this company, and it is the lens through which the Board judges everything we do. It is also why 2026 mattered. This was the year Nine accelerated its shift from a traditional broadcaster to a data-led, integrated media business, and did so without losing sight of what the business stands for. Every asset we hold now faces four tests. Does it deepen engagement, does it add scale, does it protect the independence and the value of our content against disruption and does it generate value for our shareholders? Building the business Engagement is where it starts. Attention is the scarcest thing in media, and we no longer broadcast and hope for the best. We connect with individuals across television, streaming, publishing and outdoor, and use our data to make those connections deeper. From the Milano Cortina Winter Olympics to our premium mastheads, the test is whether the content earns a place in the daily lives of Australians. Scale is what lets a national business stand up to global platforms. The growth of Stan and 9Now and the reach and reputation of Publishing, along with the acquisition of QMS, gives Nine the critical mass to offer advertisers a single ecosystem from the sofa to the street. This was a year of deliberate portfolio change, executed well by Matt and his team. We sold our 60 per cent stake in Domain in August 2025 at a significant premium, returned $777m to shareholders through a fully franked special dividend of 49 cents, and concentrated our capital where it counts. In March 2026 we acquired QMS, with more than 95 per cent digital revenue in Australia, and made the disciplined choices to divest Nine Radio and restructure NBN and Nine Darwin. The portfolio is now rebalanced towards the growth sectors of streaming, digital publishing and outdoor. The result was a robust year. The Group reported EBITDA 1 of $379m, up 17 per cent, EBITA1 of $235m, up 6 per cent, and Net Profit After Tax1, before the amortisation of acquisition-related intangibles, of $147m, up 11 per cent, with a three-month contribution from QMS. Digital Publishing, Outdoor and Stan led the growth, supported by continued cost discipline. Enhancing shareholder value remains our central focus. We remain committed to a payout ratio of 60 to 80 per cent of Net Profit After Tax before Specific Items, excluding amortisation from acquisition-related intangibles, though near-term dividends will be unfranked given the timing of transactions and tax offsets. The fight worth having Here is where the civic and the commercial meet. The greatest threat to Nine, and to Australian media, has moved from within this industry to the global platforms and AI systems that consume trusted content and would prefer not to pay for it. On this, Parliament has shown something rare, a genuine bipartisan recognition that our content has value. The original News Media Bargaining Code and the Government's News Bargaining Incentive both rest on that principle. We intend to build on it. So let me state plainly the principle the Board holds firmly. Creative work is a valuable asset, and our copyright regime must continue to protect it. If you train or power an AI system on Australian journalism, sport or entertainment, you pay for it, and you attribute it. Not after a fight. As a condition of use. We are already acting on it. This year Nine broadened the AI debate from cost-cutting to value, licensing our content to other platforms and models, including through an arrangement with Microsoft CoPilot and a number of Australian corporates, and accelerating our own AI roadmap against a clear return hurdle. These deals prove the point. Australian content has worth, and the market will pay for it when the principle is enforced. Our ambition is that Nine does not simply react to the AI era. We help set its terms. Get this right early, and it is Australia that leads. Locking in the NRL That same instinct, that some things bind a country together, is why our partnership with the NRL matters. After year end, in July 2026, we secured NRL rights through to 2034 at an attractive price. Rugby league unites Australians across geography and background as few things do. This new agreement extends a relationship now in its fourth decade and keeps Nine the home of live and free rugby league for many years to come. I am particularly pleased that State of Origin and the NRL Premiership Grand Final remain exclusive to Nine. The success in securing these rights is a great reflection of the power of bringing the whole Nine portfolio to bear – TV, Publishing and Outdoor – to support Australia’s greatest sporting code. Outlook and thanks We enter the new year leaner and more focused, with a simple task, to make the whole worth more than the sum of its parts across News, Sport and Entertainment, to deliver for our shareholders. I thank my predecessor, Catherine West, who helped steer Nine through a challenging period. I thank Matt and his executive team for their leadership through a pivotal year, my fellow directors for their counsel, and everyone at Nine for their execution. And I thank you, our shareholders. Y ou own more than a media company. Y ou own news that informs, entertainment that captivates and sport that unites, and with them a piece of the infrastructure that holds a democracy together. We do not take that lightly. Peter Tonagh Chair, Nine Entertainment Co. 1. Continuing business basis (excludes Nine Radio, Domain and Pedestrian and accounts for NBN and Nine Darwin as affiliates for the full period, in cludes Nine Outdoor from completion of acquisition) 10 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements9 Nine Entertainment Co., Annual Report Year ended 30 June 2026
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CEO's Report The 2026 financial year has been a defining period for Nine, as we accelerated our strategic transformation, focusing on both growth and cost efficiencies. This year, we moved decisively from a traditional media- based model toward an integrated digital media business, driven by data, ensuring Nine remains at the forefront of the evolving media landscape. The hallmark of FY26 was the high-conviction reshaping of our portfolio. We have rebalanced towards growth areas while transitioning away from legacy assets. Initiated by the sale of our 60% stake in Domain, at a marked premium to the market, the centrepiece of this future strategy was the $850 million acquisition of QMS, a leading digital Outdoor business. As a result, we expect our newly completed portfolio restructure will result in around 70% of FY27 EBITDA being sourced from the growth businesses of Streaming, Digital Publishing and Outdoor. Streamlining Nine’s portfolio The acquisition of QMS ticked many of our boxes from a strategic perspective. Outdoor remains one of the fastest growing advertising segments in Australia, and within that, QMS is the fastest growing operator. Its portfolio of leased assets are long dated, and focused on the higher margin categories of out-of-home advertising. Moreover, QMS is metro-focused like Nine and has strong operational momentum. Above the cited cost synergies of c$20m over three years, we also can see significant longer-term revenue synergies with the Nine business. With over 95% of its Australian revenue derived from digital sources, QMS provides Nine with a premium, resilient asset that is largely insulated from the disruption effected by the global social platforms and is aligned and complementary to Nine's other assets. By integrating Outdoor media with our existing Video, Publishing, and Data assets, we have built a unique "Sofa to Street" ecosystem– a cross-platform proposition that offers advertisers a unique, premium reach and efficacy. To streamline our operations and focus capital on high- growth opportunities, we also completed the sale of Nine Radio and restructured our regional television businesses in Northern NSW and Darwin, transitioning both to an affiliate model. We also sold Pedestrian and our stake in Future Women, creating a more focused and aligned organisation. Financial performance Through this period of transition and against the backdrop of a challenging advertising market, Nine delivered a robust financial performance in FY26. For the year to June 30, on a continuing business basis, we reported Group EBITDA 1 of $379 million, EBITA1 of $235 million and Net Profit After Tax before amortisation of acquisition related intangibles (NPATA) 1 of $147 million. These results include one quarter of QMS from completion, exclude Nine Radio and Pedestrian and include our recently restructured regional assets as affiliates. On a pro forma basis, which assumes the current asset base was in place for both full periods, and is therefore more reflective of like-for-like performance, EBITDA 1 grew by 17% and EBITA1 by 6%. We were pleased to report growth across each of our three core businesses, underpinned by strong performances from our growth assets. Stan reported growth of 16% in revenue and 34% in EBITDA, underpinned by the success of Stan Sport and its position as the only Australian-owned SVOD service. In Publishing, our digital subscription revenue grew by 15%, reminding us of the value of our premium, independent journalism, while Drive reported revenue growth of 27%, reflecting its growing presence in the automotive sector. On a pro forma basis, QMS's EBITDA showed more than 18% growth on FY25. Our commitment to efficiency remains unwavering. We removed $105 million in costs during the year and remain on track to deliver more than our target of $160 million in cumulative cost efficiencies over the three years to FY27. This discipline ensures that every dollar we invest is directed toward the future of the business, supporting our transition into a more resilient, technology and data-led enterprise. Looking ahead With our newly aligned portfolio of assets, there remains significant potential for Nine’s business to grow further. We are excited about what the future holds - our rich history of premium content coupled with our leading distribution platforms and associated data positions us well for the future. In its own right, the acquisition of QMS was a compelling proposition – highly digital, innovative, with long term leases and positive operating momentum. Moreover, it aligns with Nine’s strengths of screens, scale and premium reach creating Australia’s unique, cross-platform media proposition. It extends Nine’s multi-platform advantage with key businesses in Streaming and Broadcast, Publishing and now Outdoor. It reinforces Nine’s strategy around brand-building, premium environments and data-enhanced trading. It provides a non-substitutable physical screen network to complement Nine’s digital ecosystem. It enhances Nine's ability to compete for full-funnel budgets across brand and activation and furthermore, it takes Nine’s engagement capability all the way from Sofa to the Street to the Store. Our Publishing business continues to broaden its revenue base, supported by a consistent stream of quality, dependable journalism whose value extends far beyond its daily readership. As the business continues to digitise and evolve, these opportunities become more tangible and more valuable. We are also energised by the future of the digital video market and our role within that. The bringing together of Stan and Nine, as Streaming and Broadcast, has enabled us to maximise the impact and reach of our content. We are bringing the tech platforms together which will result in longer term efficiencies. We have consolidated the marketing function across the businesses. We now have a video-based advertiser proposition that extends from broadcast TV, through Streaming including Stan, as well as Outdoor and Digital Publishing. From a Group-wide technology perspective, we have accelerated our single platform delivery opportunity with the initial launch of our total sales trading platform and AI platform and the further development of our integrated consumer platform. AI driven evolution Internally, AI is now embedded across six key functional areas of the business. We have rolled out Google’s Gemini platform to drive general productivity, while more specialised applications like text-to-audio and semantic search are enhancing how our audiences consume content across our digital mastheads. By building, training, and tuning these models within a secure Nine environment, we ensure our data remains protected while we unlock significant operational gains. Our goal is to ensure that as AI reshapes the media landscape, Nine provides the high-quality, verified content and context that these systems require. This year, we successfully transitioned AI from an experimental phase into a commercial reality. A significant milestone was the signing of our first licensing agreements with major Australian corporate partners, including leaders in the banking and mining sectors. These deals allow these organisations to use Nine’s premium, trusted content – primarily from the Australian Financial Review – to ground their own in-house Large Language Models (LLMs). Later in the period, we also signed an Australian-first AI agreement for news media content with Microsoft CoPilot, allowing Nine's professional, high-value journalism to play a crucial role in AI outputs generated by millions of Microsoft CoPilot users. Importantly, this agreement allows Microsoft CoPilot to reference the text of Nine's masthead content (beyond paywalled previews) during AI searches to contextualise and effectively ground outputs. Together, these initiatives create a new, high-margin revenue stream that acknowledges the fundamental value of our journalism in an AI-driven world. It also further enhances the earnings profile of our Publishing business – adding a further high margin revenue stream. Navigating the regulatory landscape Since I updated you last year, the risk and uncertainty facing Australians has only become more acute. When major events happen, such as the tragic Bondi Beach terrorist attack, Australians rely on Nine’s premium, fact checked journalism, amidst the noise of online misinformation. This underscores the need for a vibrant media sector, with editorial regulations, standards and public accountability. Nine’s journalism, entertainment and sports coverage brings Australians together – standing in direct competition to the platforms that thrive on division and reinforcing polarised views. For media companies such as Nine, our journalism is funded by three key sources: advertising, subscriptions and commercial deals. Commercial agreements with tech companies are essential to ensuring that our intellectual property, in particular our journalism, is respected and paid for. This is why the passage of News Bargaining Incentive through Parliament is such a significant milestone. We will seek to progress and finalise potential commercial deals without delay. There are also ongoing attempts by some AI platforms to weaken and undermine Australia’s copyright laws to legalise the theft of Nine’s intellectual property. We agree with the strong words of the Prime Minister: that if you invest in the creation of journalism and artistic work, you must retain the right to determine how it's used and what it's worth. As Nine has illustrated with its recent AI licensing agreement with Microsoft and its CoPilot AI technology, we are open for business and ready to do deals that recognise the value of our journalism. In the second half of this parliamentary term we look forward to hearing more from the Albanese Government on steps to make the digital advertising market fairer. 1. Continuing business basis (excludes Nine Radio, Domain and Pedestrian and accounts for NBN and Nine Darwin as affiliates for the full period, in cludes Nine Outdoor from completion of acquisition) 12 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements11 Nine Entertainment Co., Annual Report
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This is based on the ACCC’s recommendations to bring much needed transparency and guardrails to the digital advertising supply chain. Given state and federal governments are major advertisers, implementing these changes would also deliver value for taxpayers. We welcome the decision of the Albanese Government to further suspend for two years the Commercial Broadcasting Tax. This is an acknowledgement of the significant investment Nine makes to deliver Australian content for our audiences, in a rapidly changing digital environment. It is expected that formal consultation will commence with the government on the future delivery of broadcast services, including demand for spectrum, as we approach the 2030s. This will give Nine the opportunity to shape the regulatory landscape to support our digital-focused future. Leadership and governance These significant strategic achievements would not have been possible without the guidance and stewardship of our Board. I would like to extend my sincere gratitude to our past Chair, Catherine West. Catherine’s steady leadership was instrumental in navigating Nine through a period of both industry and internal change, leaving the business in a position of great strength. I would also like to acknowledge her successor, Peter Tonagh. Peter’s deep expertise in media and digital transformation is proving invaluable as we execute the next phase of our growth strategy. During the year, I have also reshaped the leadership team and have now gathered an enviable group of executives who have embraced the changes our business has made, and risen to the associated challenges. With our unique suite of assets, we have a real opportunity to lead the industry, and to grow Nine through focus, optimisation and collaboration across all parts of the business. Of course none of this can be achieved without our people. I continue to marvel at the creativity, dedication and commitment our people bring to work each day, and I would like to thank all of them for their efforts. Looking ahead While we continue to navigate the shifts in our industry, our strategic path is set. We are building a business that is more digital, with a growing subscription and licensing base, and more resilient. The transformation we have undertaken this year is the right move for our people, our advertisers, and most importantly, our shareholders. On behalf of the Board and the leadership team, I thank you for your continued support as we build the future of Australian media. Matthew Stanton Chief Executive Officer 14 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements13 Nine Entertainment Co., Annual Report 14Year ended 30 June 2026
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Operating and Financial Review 16 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements15 Nine Entertainment Co., Annual Report 16Year ended 30 June 2026
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Streaming and Broadcast Nine Streaming & Broadcast reported EBITDA1 of $214m on revenue of $1,596m in FY26. Nine continues to transform its Streaming and Broadcast (S&B) business with an audience-first, cross-platform amplification. This strategy leverages our mass broadcast audiences, funneling them into premium digital environments, and generating further efficiencies in content spend by extracting greater value through this omnichannel approach. Early success in the execution of this strategy was evident with the launch of MAFS: After The Dinner Party on Stan, which served as a record-breaking subscription driver and further increased the value and footprint of this key property which is core to the S&B strategy. Whilst Love Island USA drove subscription value into Stan since going behind the paywall, Love Island Australia saw a 59% year-on-year increase in audience driven by a 71% surge in BVOD engagement. There is also continued resilience and demand for live sport across all of our platforms, which enables our cross-platform strategy across a range of rights, including the Australian Open, Premier League, Olympics and Rugby Union. This was demonstrated by the Milano-Cortina Winter Olympics, which delivered a reach of 14 million people and set an all-time record for weekly Stan Sport user engagement. These initiatives, supported by the integration of the Nine User ID (NUID) and alignment of our technology stacks, will broaden Nine's video offering and strengthen the value proposition for advertisers and subscribers alike. With the launch of advertising on Stan Sport and the roll out of an ad-tier on Stan Entertainment in August 2026, alongside its continued position as exclusive sales partner to Warner Bros. Discovery for HBO Max, Nine is well placed to take an increasing share of the digital video market, delivering premium, brand safe inventory at scale. Audience and content strategies are underpinned by operational transformation across the division, and the convergence of tech platforms will further accelerate our ability to optimise audiences across paid and free platforms. Pathways to Stan have already delivered strong results across Entertainment and Sport titles. 9Now viewers with the Stan Sport paywall (which occurred for 37% of 9Now viewers) successfully directed audiences to Stan with extremely low cannibalisation. Operational teams are also consolidating across broadcast operations, marketing, creative and content, supporting the delivery of cost-out programs under the Nine 2028 program. FY26 also saw the deployment of the ‘Future News’ transformation program, with the first live bulletin using cloud-based news production and curation technologies successfully broadcast in August 2026. Nine is the first free-to-air broadcaster in the country to achieve this, with Future News representing the largest investment in News & Current Affairs in a number of years. This integrated approach has delivered audience resilience and strong growth in financial results during FY26, with Streaming & Broadcast reporting a combined segment EBITDA growth of 1% to $214 million. Total Television (Free-to-air Broadcast & 9Now) Reflecting our ongoing focus on premium content – led by Sport, News and Entertainment, Nine’s Total TV audiences in FY26 were strong, with growth of 3% 2 in the 25–54 demographic and 3%2 in Total People. Notwithstanding these strong content and audience results, Nine’s Total Television business reported a 12% decline in EBITDA to $134m, with an effectively managed cost base offsetting much of the impact of the challenging advertising market. In BVOD, audiences continue to expand rapidly. From a live perspective in the December half (excluding the Olympic weeks), 9Now’s Daily Active Users (DAUs) grew by 13%, with live streaming minutes up 60%. While reported Total Television revenue was down 9%, this was materially impacted by Nine’s broadcast of the Paris Olympics and the Federal Election in the previous comparable period. Excluding the impact of the Summer and Winter Olympics, Nine's Total TV revenue was down by 2%, with Nine recording a 42.8% 3 share of Total Television revenues for the year in a market that declined by 9.6%3. Total TV operating costs declined by $80m (or 8%) on FY25. On an ex-Olympic basis (Summer and Winter), costs were down marginally, as underlying content and wage inflation were successfully offset by around $55m of structural cost out. Stan Stan delivered a record financial performance, with revenue growing 16% to $569m and EBITDA increasing by 34% to $80.6m. This growth was significantly bolstered by the strategic investment in high-value rights for Stan Sport, most notably the Premier League. This investment delivers strong and stable audiences, enabling almost 50% growth (average year on year) in higher ARPU sports subscribers, with the length and consistency of the Premier League season resulting in significantly higher tenure and customer lifetime value in the football subscriber base. Stan’s entertainment content remained a core driver of subscriber acquisition and retention, driven by both Stan Originals and licensed content. Highlights included Stan Original drama Dear Life, with a Logie award winning performance by Brooke Satchwell, acclaimed Stan Original documentary Revealed: Death Cap Murders, and Stan Original movie Beast featuring Russell Crowe. This was supported by a strong slate of licensed content, including global hits From (Season 4), Outlander: Blood of My Blood, Hunting Wives and Love Island USA, as well as marquee movies such as Nuremberg and Marty Supreme. As a result, overall subscriber ARPU grew 8% in FY26, alongside growth in average total subscribers and average sports subscribers across the year. As at August 2026, paying subscribers currently stand at c.2.3m. Key Content Highlights and Cross-Platform Success Cross-Platform Innovation with MAFS: After The Dinner Party The launch of MAFS: After The Dinner Party served as a benchmark for Nine’s cross-platform optimisation strategy. Positioned as an immediate digital follow-up on Stan to Nine’s linear broadcast ratings juggernaut Married at First Sight, the title set record single-episode subscription numbers, proving Nine's capability to funnel mass broadcast audiences directly into paying streaming subscribers. Milano-Cortina 2026 Winter Olympics Reaching over 14 million people across Total TV, Nine’s coverage of the Winter Olympics across Channel 9, 9Now, and Stan Sport reaffirmed Nine's ability to drive multi- screen engagement. The Games set an all-time record for weekly Stan Sport user engagement, serving as a high- value acquisition engine across the ecosystem. The Australian Open Recorded total audience growth of approximately 25% year-on-year, cementing its position as Australia's premier summer sporting event and driving massive digital streaming hours on 9Now. NRL and State of Origin In an era of increasing audience fragmentation, live sport stands as the definitive "cultural pillar" for driving mass, simultaneous engagement. Rather than fragmenting audiences, major events create a singular, national narrative that accelerates traffic across the entire Nine portfolio. News & Current Affairs 9News won every single week in the 5 City Metro, Sydney, Melbourne and Brisbane markets for the 2025 television ratings year. 9News also delivered significant audience growth in Adelaide and Perth recording impressive year-on-year increases of 16.4% and 20.5% respectively. 1. Pre-Specific Items 2. Yea r to 30 June 2026 compared with year to 30 June 2025, Average audience, 2am-2am 3. KPM G data – Seven, Nine and Ten (7Play, 9Now, 10Plus) 18 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements17 Nine Entertainment Co., Annual Report
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Publishing Nine Publishing reported EBITDA1 of $150m on revenue of $517m in FY26. Nine’s mastheads, The Sydney Morning Herald, The Age, The Australian Financial Review, Brisbane Times and WAtoday accounted for almost 90% of Publishing's revenue. A core pillar of the mastheads business strategy is growing digital subscriptions, licensing revenue and digital and print advertising, while continuing to leverage a significant and profitable print base. Nine’s mastheads reached 9.0m 2 people each month, with The Sydney Morning Herald standing as Australia’s leading multi-platform news brand, and The Age the second most-read cross-platform masthead. Across the year, The Australian Financial Review continued to be Australia's premier business, finance, and political news publication. In FY26, Nine’s metro mastheads recorded growth in subscription revenues, with digital subscription and licensing revenue growth of 11% more than offsetting the 3% decline in print. This growth was predominantly the result of Nine's continuing focus on quality journalism worth paying for and finely calibrating a pricing strategy to balance volume and price. Like all Nine’s businesses, content is at the heart of Nine Publishing through an unwavering commitment to quality, accurate, and thought-provoking content. Nine’s mastheads continued to produce agenda-setting investigative reporting across business, politics, hospitality, health, and many other areas. In FY26, audiences continued to turn to Nine’s mastheads for comprehensive coverage of major global political events, including the evolving US political landscape and the Australian Federal Election. Recognising a critical area of interest, Nine expanded its editorial footprint by re-opening its on-the- ground bureau in Beijing, led by its China Correspondent. The Australian Financial Review continued to deliver unrivalled financial and political analysis, cementing its position as an essential professional tool for many Australians exhibited by growth in both revenue and subscriber volume. Digital monthly audience for the AFR increased over 30% 3 compared to 2025. During the year, Nine continued to expand on its B2B partnership strategy, including data licensing partnerships to enable the integration of masthead journalism within the established workflows of many Australian corporates. This evolution of its digital offering is expected to grow as more businesses look for trusted, quality information as a crucial input for their increasingly sophisticated operations enabled by new technology, including AI. In FY26, Nine continued to receive licensing revenues from Google, in recognition of the value of Nine’s content and its contribution to the business model of the major platforms. Nine continues to look for ways to engage with digital platforms in an evolving technology and regulatory landscape, ensuring Australians continue to have access to quality, trusted journalism. Although segments of the advertising market remain challenging, Nine continues to focus on growth opportunities associated with its enormous digital audience. During the year, Nine built a suite of commercial data products that leverage first-party data and demonstrate the impact of advertising across Nine’s publishing assets. This delivered business outcomes for a range of partners across various sectors. The suite enables measurement across the value chain, from improved brand perceptions through to in-store purchases. Nine.com.au As a mass-market commercial news site, nine.com.au continues to be a critical top-of-funnel driver for the broader Nine network. To ensure the platform remains at the forefront of digital news consumption, Nine completely reimagined nine.com.au in FY26. The masthead defined a new direction, moving away from fragmented individual brands to launch a unified website focused on three core principles: fast, free, and focused. While overall financial performance for nine.com.au was weighed down by the conclusion of FY25 reseller partnerships and ad market challenges, this strategic redesign successfully transformed nine.com.au into a trusted, free destination for Australians, positioning it well to drive audience engagement and revitalise its commercial proposition in the years ahead. Drive Drive is a leading Australian automotive marketplace and content platform, connecting consumers with their next car purchase. With a 30-year heritage of premium automotive content, Drive has successfully repositioned from an editorial-first 1. Pre-Specific Items 2. IPS OS June 2026 - SMH/Age/BT/WAT/AFR 3. IPS OS June 2026 Outdoor Since acquisition of QMS on 31 March 2026, EBITDA2 of $54.5m has been reported to 30 June 2026. On a pro-forma basis3, QMS reported FY26 gross revenue of $332.5m, up 15% on the previous year. EBITDA on a pre AASB 16 basis of $87.9m was also up 15% on the year prior. QMS continues to perform well above market performance,generating 10% media revenue growth in Australia and 48% media revenue growth in New Zealand ($NZ). The key drivers of this growth were large format billboards and street furniture which accounted for 92% of QMS’ total FY26 gross media revenue. QMS’ large format roadside billboards generated media revenue of $184.0m, up 9% on the prior year. This growth was primarily driven by continued large format digital development in Australia, improved performance in New Zealand following the separation from MediaWorks and growth in programmatic revenue. QMS’ large format digital development strategy complements its existing premium asset base to deliver additional reach for clients. This considered and disciplined development strategy has delivered incremental revenue for QMS driving the year-on-year growth in this format. QMS’ street furniture generated media revenue of $101.0m, representing 34% growth on the previous year. A key driver of this performance was the Auckland Transport street furniture contract win, with QMS securing the contract in July 2025 and revenue commencing from October 2025. City of Sydney revenue growth also contributed to the strong street furniture performance and was underpinned by the digitisation of additional screens in the network and year-on-year occupancy growth achieved on the existing network. Programmatic growth was also a significant driver. Other media revenue which includes retail, airports and buses, generated media revenue of $24.3m, up 2% on prior year. Whilst QMS has historically had minimal presence in these formats (8% of total FY26 gross media revenue), the recently announced Metcash partnership is expected to increase QMS’ presence and revenue share in the retail format from contract commencement in September 2026. QMS continued its strong digital position, with 96% of its FY26 Australian media revenue being digital; well above the industry average of 77% reported by the Outdoor Media Association (OMA). QMS’ significant digital presence enabled the business to also outpace the industry in programmatic revenue growth. Operating costs, excluding cost of sales, increased by 3%, demonstrating strong discipline and showcasing QMS’ operating leverage to deliver significant revenue growth without material increases in overheads. business model to an integrated marketplace, with lead-generation now representing the majority of total revenue and growing rapidly. In FY26, total revenue grew 27%, with marketplace delivering 88% year-on-year growth. This was underpinned by dealer car listings, which ended the year at 76,000, an increase of 94% year-on- year, supported by increased marketplace investment in product development and marketing. With a total monthly online audience of 2.7 million¹ and syndication across nine.com.au, The Sydney Morning Herald, and The Age, Drive reaches car buyers at every stage of their journey, and converts that intent through its marketplace. 1. IPSOS IRIS, June 2026 2. Pre -Specific Items 3. 12 mo nth period to 30 June 2026 and 12 month period to 30 June 2025 20 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements19 Nine Entertainment Co., Annual Report
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Discontinued Operations During the financial year, the Group undertook a repositioning of its asset portfolio to drive long-term shareholder value. Reinforcing Nine’s strategic focus on scale, revenue diversification and expansion of its digital footprint, the restructure of the Group’s portfolio of premium media assets involved the: 1. Sale of its stake in Domain to CoStar Group , Inc for cash proceeds of $1,680.5 million, resulting in a gain on sale after tax of $670 million; 2. Sale of Nine’s broadcast radio assets - 2GB, 3A W, 4BC, 6PR, 2UE, Magic1278 and 4BH on a cash and debt free enterprise value of $56 million. The sale was completed 30 April 2026, resulting in a net gain on sale after tax of $83 million after taking into account related tax benefits; 3. Conversion of Nine’s regional television assets (NBN in Northern NSW and Nine Darwin) from wholly-owned businesses to affiliates. This transition was effective from 2 June 2026, with NBN and Darwin now owned and operated by WIN. NBN will continue to broadcast Nine ’s signal in the northern NSW licence area under an affiliate agreement for a term of at least five years. The transaction resulted in Nine receiving $20.5 million in cash consideration, resulting in a net gain on sale of $87 million after taking into account related tax benefits; and 4. Divestment of Pedestrian Group, which, after taking account of related tax benefits, resulted in a gain on sale of $14 million. Combined, these strategic divestments generated a total discontinued operations result after tax of $849 million. Strategy Nine strategically repositioned its asset portfolio for growth With a focus on scale, revenue diversification and expanding its digital footprint, Nine acquired leading digital outdoor media company QMS and optimised of its portfolio for growth. During FY26 Nine enhanced its digital footprint and outdoor scale by acquiring QMS while divesting and restructuring its non-core radio, publishing, and regional television assets. This strategic portfolio rebalancing successfully diversifies revenue streams, positioning core growth verticals – Streaming, Digital Publishing and Outdoor – to generate approximately 60% of group revenue and 70% of EBITDA by FY27. Accelerating Our Strategy We continue to believe Nine has the opportunity to create value through the combination of our unique cross- platform digital media proposition across our Streaming & Broadcast, Publishing and Outdoor businesses. Firstly, our ability to create and distribute premium content at scale – from Australia’s favourite TV shows, to journalism that matters, to headlines on digital outdoor screens – our investment in content and the people who create it is unmatched in the local market. During the year, we utilised the strength of Married at First Sight on Channel 9 / 9Now to launch After the Dinner Party on Stan. The launch resulted in the biggest first-day subscription driver in Stan’s history. Secondly, our growing first party data across 22 million Australians will continue to underpin the effectiveness of our investment in content and product, powering smarter decisions and creating a robust foundation for AI initiatives across the business. Together, these content and data capabilities increase Nine’s opportunity to build out our relationship with audiences through our Integrated Consumer Platform (ICP), delivering scale advantages in line with the global tech platforms. The ICP realises Nine’s vision for a consumer- centred digital ecosystem where every product deepens engagement and grows revenue across the group – ultimately aiming to boost the lifetime value of each consumer for Nine. An example this year was the addition of referrals from MAFS on 9Now or articles on nine.com.au, linking consumers to After the Dinner Party on Stan and driving subscriptions. As audiences consume our content, and engage across Nine’s digital platforms, there will be increasing opportunities for monetisation – through advertising, subscription, licensing and transactions. Nine2028 Our business and cultural transformation program, Nine2028, has continued to progress ahead of plan. The program was created to reset the business, putting consumers at the centre of what we do, unlocking the Power of the Nine Group to drive value across all our holdings, and simplifying the way we work. We achieved recurring cost-out of over $60m in FY26, with most savings coming from Streaming & Broadcast, and efficiencies continue to be realised through bringing the Nine Network and Stan together. Content & Marketing savings were material, with efficiencies gained through windowing, commissioning and content sharing, as were savings across People & Operations as the newly formed division deduplicated roles. The Future News transformation project for 9News and current affairs has commenced. The future newsroom will be modern and simplified, with consistent production and a single news gathering and production process nationwide. The program continues to evolve and expand as new efficiency and growth opportunities arise. Towards the end of the year, we recalibrated the program to add new opportunities, remove initiatives with a low chance of success and extend the program beyond 2028. AI for Innovation and Efficiency The application of AI, to drive growth and to deepen connections with consumers and advertisers, is a key strategic priority for the group. Our AI evolution is focused on two main areas. Firstly, via self-service for all employees. The self-service workforce upskilling and enablement is focused on four key areas: leadership mindset shift, workflow process AI adoption, deep AI fluency and communication & engagement. Secondly, via specialist AI product, technology and data science capabilities to build and integrate AI into specific external consumer experiences and internal processes. Example projects on the roadmap include AI enabled customer support, augmented editorial workflows and finance back-end automation. 22 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements21 Nine Entertainment Co., Annual Report
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In FY26, AI-generated key point article summaries were rolled out, driving a c8% increase in both engagement time and advertising impressions on AFR. The team also delivered a product providing efficiencies to the video asset versioning production process for social platforms, reducing creation time by 90%. An in-depth review of the operations of the Group is underway to identify and deliver a large scale AI-enabled operational transformation. As we continue to build out our AI strategy, we expect this technology to play an even more significant role in our business. Material Business Risks The following section outlines the material business risks that may impact on the Group achieving its strategic objectives and business operations, including some key measures put in place to mitigate those risks. The material risks are not set out in any particular order and exclude general risks that could have a material effect on most businesses in Australia under normal operating conditions. These risks are managed on an ongoing basis as part of the organisation’s risk management framework. Mitigations and strategies to address them are maintained and regularly reviewed, including via regular reporting to the Board via our Audit & Risk Management Committee. Revenue – some of the major risks which could affect the revenue of the Group are: ‐ the i mpact of competitor strategies or new market entrants; ‐ a cha nge in the way content is viewed or consumed by audiences; ‐ a si gnificant change to advertising market conditions which leads to a prolonged decline in the advertising market; ‐ unf oreseen costs in the creation of successful content and/or securing quality licensed content; and ‐ a mat erial reduction in Nine's share of advertising markets. Nine has strategies focused on ensuring we effectively anticipate and respond to these potential risks through ensuring the Group has competitive platforms and offerings in the channels that are relevant to our audiences, creating and securing the content audiences want to consume, and delivering it to them when and where they want it. Our digital strategy enables us to maximise our revenue opportunities across all of our platforms. The outdoor advertising division has strategies specific to its business to ensure it is able to maintain revenue growth. Operational – from an operational perspective, the business is subject to operational risks of various kinds, including transmission failure, systems failure, data loss, reliance on key third party partners, rising input costs (including the cost of fuel and petrol-dependent supplies), inaccurate reporting, industrial action, defamation and other unforeseen external events (including climate or weather related) that significantly impact production or business operations. These risks could have a negative effect on Nine’s reputation and its ability to conduct its business without disruption, or at the budgeted level of cost. To manage this risk, Nine has controls designed to ensure resiliency of key systems and processes, monitor material third party suppliers and manage its exposure to operational risks. Technology, AI and cyber security – successful execution of Nine's strategy requires us to ensure our technology and infrastructure is able to deliver content when, and where, our audiences choose to consume it. This includes ensuring outdoor digital advertising assets are dependable. We invest in the latest technologies to ensure we remain at the forefront of industry developments, deliver the best experience for our audiences and customers and maximise operating efficiencies. Nine's reliance on technology and key partners to deliver our products and services, increases the potential impact of cyber risks and operational disruption. We continue to invest in uplifting our cyber capabilities to keep pace with ever-evolving cyber security threats. The increasing use of AI across the industry, and the economy as a whole, creates a risk of disruption to existing business models but also represents an important opportunity for Nine. Steps are being taken to ensure that Nine’s deployment of AI is properly governed and that risks are carefully managed. Regulation and legislation – Nine’s businesses are subject to changes in regulation at Federal, State and Local level, as well as changes in government policy and decisions by the courts. These risks include changes to: the regulatory environment under which the FTA industry operates; the licence conditions under which Nine operates; regulation of content, advertising restrictions in relation to certain types of products; privacy law reforms; workforce management regulations and industrial awards; and interpretation of defamation laws. These risks could adversely impact Nine’s reputation and / or Nine’s revenues, costs or financial performance. The Group’s internal processes are regularly assessed and tested as part of robust risk and assurance programs. Further to this, Nine manages the costs of compliance to ensure our costs of doing business are not significantly impacted. We do this by ensuring we proactively identify changes to regulatory requirements, engage with regulators where appropriate, and respond with effective programs to ensure compliance. People and culture – The increasingly competitive landscape and the ongoing need for media and advertising organisations to remain agile in order to anticipate and respond to changing audience preferences, continues to place pressure on the competition for talent. The ability to attract and retain talent and staff with the necessary skills and capabilities to operate in a challenging market, whilst being able to continue to adapt, is critical to Nine's success. We recognise the increasing challenges to mental wellbeing, not only to our own people but in the wider community due to broader societal factors, which we manage both through our internal programs and by making responsible content choices. Nine is taking proactive steps to maintain a positive culture through a group-wide culture program, and is ensuring this focus on a positive culture also extends to the newly acquired outdoor advertising business. Nine strives to be an employer of choice by investing in our people through training and development opportunities, promoting diversity and workplace flexibility, providing support programs and maintaining succession planning. OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements 23 Nine Entertainment Co., Annual Report 24Year ended 30 June 2026
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Sustainability Report 26 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements25 Nine Entertainment Co., Annual Report 26Year ended 30 June 2026
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Significant Judgements, Estimates and Uncertainties Preparing these disclosures requires the Group to exercise significant judgement and apply estimates that impact our assessment of climate-related risks, opportunities, and their current and anticipated financial effects. These assessments are based on the best available internal and external information at the time of preparation; however, we recognise that as data maturity evolves and the global energy transition progresses, these outcomes may vary. Climate-Related Risk and Opportunities Identification and Assessment The Group employs a systematic approach to identifying climate-related risks and opportunities across our value chain. Judgement is applied when evaluating the nature, likelihood, and magnitude of these impacts - whether financial, operational, or reputational - across short (1-3 years), medium (4-5 years), and long-term (6-15 years) horizons. This assessment is further informed by regular consultation with stakeholders to anticipate shifting expectations and market sentiments. In noting this, climate risk management is a continually evolving discipline, heavily reliant on methodologies and data that is still maturing and inherently uncertain. GHG emissions The quantification of GHG emissions contains notable measurement uncertainty. This stems from the evolving nature of scientific knowledge used to derive emissions factors and the variables necessary to aggregate disparate GHG emissions. Nine applies the "operational control" approach to define its boundary, including all facilities where the Group has the authority to introduce and implement operating policies at the operation. While Scope 1 and 2 emissions are largely based on direct activity data, certain Scope 3 categories rely on industry- average proxies or spend-based methodologies. As organisations may adopt different, yet permissible, estimation methods, the ability to accurately compare sustainability metrics between different entities, may be limited. The Group is continuing to evaluate opportunities to enhance the precision of this data over time. Resilience Our analysis of business resilience is based on climate scenarios which represent a range of potential global futures and energy transition pathways. As such, this report incorporates forward looking elements, such as climate scenarios, projections, and underlying assumptions, that represent future possibilities rather than guaranteed outcomes. These scenarios are not forecasts or predictions of definitive outcomes, but tools used to test our strategy against diverse behavioural and policy spectrums. The Group utilises the Network for Greening the Financial System (NGFS) dataset as our primary framework to evaluate the Group's resilience under pathways ranging from an orderly Net Zero 2050 transition to a Hot House World. Financial Effects Nine has determined that providing precise quantitative estimates for all current and anticipated financial effects is not yet possible due to the high level of measurement uncertainty involved in isolating climate drivers from standard operational variability. Consequently, the Group has prioritised qualitative disclosures that identify the specific financial statement line items most likely to be affected. Key sources of this uncertainty include the future stringency of carbon policy, the pace of grid decarbonisation in Australia, and the frequency of physical events impacting third-party infrastructure. Sustainability Report Basis of Preparation The Sustainability Report for Nine Entertainment Co. Holdings Limited and its controlled entities (collectively 'Nine' or 'the Group') has been prepared for the financial year ended 30 June 2026. These disclosures have been prepared for the same reporting entity and reporting period as the Group's consolidated financial statements. While this Sustainability Report should be read in conjunction with the Nine Group Consolidated Financial Report, it is consolidated using the Greenhouse Gas (GHG) Protocol methodology, which is distinct from the consolidation principles applicable under the Australian Accounting Standards (AASB). The Group’s GHG Emissions Boundary is measured in accordance with the GHG Protocol Corporate Standard and Corporate Value Chain (Scope 3) Standard. This report represents our first complete set of climate-related disclosures prepared under the mandatory Australian Sustainability Reporting Standard (ASRS) AASB S2 Climate-related Disclosures, and the requirements of the Corporations Act 2001. These disclosures have been developed to provide transparent and accountable governance regarding our environmental footprint and climate-related risks. Statement of Compliance and Transition Relief In accordance with the requirements of AASB S2, this report constitutes a complete set of climate-related financial disclosures for the Group. However, the following first year reliefs have been applied: ‐ Reli ef from disclosing comparative information; and ‐ Rel ief from disclosing Scope 3 GHG emissions. As this is the first year of reporting under AASB S2, the Group has elected to apply the transitional relief exempting it from the requirement to disclose a full set of comparative information. However, the Group has voluntarily disclosed the following: ‐ Com parative information for Scope 1, 2 and 3 greenhouse gas (GHG) emissions; and ‐ Sco pe 3 GHG emissions in accordance with the Greenhouse Gas Protocol Corporate Value Chain (Scope 3) Accounting and Reporting Standard (2011), which does not constitute full application of the AASB S2 S cope 3 me asurement framework for the current reporting period. In noting this, Scope 3 emissions data previously disclosed for the Nine Group, excluding the recently acquired QMS business, is calculated using the same reporting boundaries and methodologies applied to the Group’s previously disclosed FY25 emissions. Sustainability at a Glance ■ Consistent with the media sector, Nine is a low-emitting organisation compared to the broader Australian ma rket, with minimal direct GHG emissions relative to our business scale. ■ Tot al Group emissions were 486,271 tCO2-e. Direct emissions (Scope 1 and 2) accounted for just 3% (13,913 tCO2-e), while 97% (472,358 tCO2-e) were Scope 3 value chain emissions driven primarily by the use of sold products. ■ The Nine Board holds ultimate responsibility for climate strategy, delegating ongoing oversight to the Audit and Risk Management Committee (ARC). Climate risks are fully embedded into the Group’s core enterprise risk management framework. ■ No fo rmal emissions targets have been set at this stage. This reflects the Group's already low direct footprint and current industry-wide data limitations in accurately measuring an auditable Scope 3 baseline. ■ Scen ario analysis confirms that the Group has high operational resilience under both Net Zero 2050 (1.5°C) and Hot House World (3.0°C) pathways. This is driven by a dispersed property portfolio, infrastructure redundancy, and flexible digital workflows. 28 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements27 Nine Entertainment Co., Annual Report
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Governance Nine Board oversight of climate-related risks and opportunities The Nine Board has ultimate responsibility for setting and overseeing the Group's climate strategy and the risk management approach. Climate-related risks and opportunities are considered by the Board as part of their overall risk oversight. Under its Charter, the Board oversees the Group’s broader ESG strategy and enterprise framework, which includes the identification and management of climate-related risks and opportunities. The Board delegates performance of this responsibility to the ARC with the support of various teams throughout the organisation. The enterprise-wide risk report is presented to the ARC each quarter, which includes climate-related risks and opportunities where relevant, and the risk report is discussed as a recurring meeting agenda item each quarter. Governance overview The framework of Nine’s climate-related governance structure, roles and responsibilities is shown below, utilising the Group's broader ESG governance framework to demonstrate how climate issues are escalated. This highlights the relationship between the Board structure, executive committees and supporting governance working groups as they relate to managing climate risks and opportunities. This table focuses on governance in relation to climate change and broader ESG oversight and therefore does not depict the Group’s complete governance structure. Governance Structure Responsibility Nine Board Oversees Nine Group's approach to climate-related matters and monitors its performance, including approving key strategies, commitments and targets (where applicable), and disclosures under applicable sustainability and accounting frameworks. Audit & Risk Management Committee (ARC) ‐ Reviews significant corporate governance and climate-related developments, alongside Management’s reporting on climate risks, to ensure they are consistently assessed within the Group 's broader risk management framework. ‐ Oversees Nine's environmental management initiatives, the integrity of climate-related sustainability reporting (including emissions data), and the application of third-party assurance . ‐ Make recommendations to the Board regarding climate-related matters, along with the approval of relevant climate-related disclosures. People & Culture Committee (PCC) The Committee mak es recommendations to the Board regarding performance goals, which may include environmental, social and governance considerations and any targets which have been set, and regularly assesses performance against those goals. CEO The CEO reviews quarterly updates on risks, including climate-related risks, and is responsible for the management, monitoring and the decision making of Nine's climate-related strategies. Executive Leadership Team (ELT) The ELT meets on a fortnightly basis and provides leadership on Nine’s ESG matters, including climate- related matters. The ELT is supported by focused team members and working groups which assist in delivering Nine's climate-related strategies. Working Group ‐ Working groups meet on a quarterly basis to identify, assess and monitor ESG risks and opportunities, including climate-related risks and opportunities, which may impact Nine , and implement and review strategies and commitments approved by the Board. ‐ Working groups provide updates to the ELT on the status and management of commitments, including tracking against any established targets (where relevant), risks and opportunities relating to Nine 's ESG strategies, inclusive of climate related strategies. Climate-related procedures and controls Executive management’s oversight of the Group’s climate- related risks and opportunities is supported by procedures and controls relating to the identification of climate-related risks and opportunities and the monitoring of performance in managing those risks and opportunities, including the measurement of GHG emissions. These controls form part of the Group’s risk management processes and are integrated throughout the Group’s business functions. Executive management plays a key role in implementing and monitoring the effectiveness of governance processes, procedures and controls, including oversight of all key activities conducted in the business, development of strategies and tracking progress against these strategies. Management holds responsibility for daily implementation of governance frameworks and controls to support compliance and stakeholder communications. Climate-related skills and experience The Board assesses the skills and experience of Directors on an annual basis, with this assessment informing the Board Skills Matrix as disclosed in Section 2.3 of the Corporate Governance Statement 2026. This matrix identifies current and desired skills of Directors, considering the Group's strategy and external environment, and is crucial for Board and Committee effectiveness. While the Board has significant experience in oversight of strategy in response to climate-related risks and opportunities, with the introduction of ASRS in FY26, the Board has attended training and development sessions to support the Board in assessing the underlying factors for climate-related risks and opportunities, as well as the effect that they may have on the Group and its value chain. The training and development sessions attended by the Board involved external experts presenting to the Board on key climate-related topics, including overarching governance and responsibilities of the Board, climate- related risks and opportunities and scenario analysis, GHG emissions, and science-based targets. The Board remains committed to ongoing updates and professional development to ensure its oversight remains robust as regulatory requirements and industry best practices evolve. Strategy and Target Setting The Board retains ultimate responsibility for setting and overseeing strategies designed to respond to climate- related risks and opportunities. In setting the Group’s strategic direction, the Board integrates climate-related risks and opportunities into its oversight of overall corporate strategy, capital allocation, and major investment decisions, ensuring potential effects on the business model, value chain, and financial resilience are considered. As at FY26, the Group has not established any climate- related emissions targets. Refer to the Climate Commitments section below for further details. Remuneration The People and Culture Committee is responsible for overseeing executive remuneration arrangements, including annual reviews, and approval of short and long term incentive schemes for executives, to ensure they are aligned with the Group's strategic objectives, ethical standards and regulatory requirements. As the Group has not set climate-related targets, executive remuneration arrangements are not linked to climate- related performance criteria. While overarching oversight is formally established within the Board Charter, the specific climate and ESG responsibilities for the remaining committees, executives, and working groups are established via internal operational mandates and role responsibilities. 30 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements29 Nine Entertainment Co., Annual Report 30Year ended 30 June 2026
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Risk Management Risk Management Process Nine manages all risks, including climate-related risks, through its established risk management framework (detailed in the Reporting and Risk section of the annual report on Page 67). This framework focuses on ensuring appropriate governance and processes are in place to enable effective risk management. Nine’s risk management framework is embedded in decision-making, policies, and procedures across the organisation, with ongoing Board oversight. Climate-related risks are integrated with other material enterprise risks for a holistic approach to identification, assessment, and management. This process, led by the Group Risk Director and involving a cross-functional team, begins with each strategic planning cycle and includes annual reviews and reassessments after significant events or changes to the Group. Key climate-related risks and opportunities are assessed as part of the annual enterprise risk assessment process and monitored by the Environmental Working Group on a quarterly basis. Our internal controls aim to ensure the accuracy, reliability, and integrity of financial and non-financial information, as well as compliance with laws, regulations, and policies. Nine operates a control environment that is aimed at minimising control weaknesses, and identifying new risks promptly, supported by transparency and stakeholder engagement policies. Risk Processes Nine employs a systematic approach to managing climate- related risks, guided by its risk management framework operating across the organisation and supported by transparency and stakeholder engagement policies. Climate-related risk and opportunity identification and assessment Nine recognises climate change as a key external risk driver that can affect the Group’s operations, financial performance, reputation, and long-term resilience. To address this, climate-related risks and opportunities are identified across our value chain through structured risk workshops, scenario analysis, and regular stakeholder consultation. This is supported by ongoing monitoring of internal evidence (such as financials and business changes) and external developments (including regulatory shifts, peer disclosures, industry outlooks, trend monitoring and standards). Regular consultation with stakeholders also informs risk and opportunity anticipation. Climate-related risks are assessed by evaluating their nature, likelihood, and magnitude of impact (financial, operational, reputational) using qualitative criteria. For the purposes of climate-related disclosures, the Group has determined the impact of climate-related risks and opportunities based upon the following three-time horizons, which are applied consistently across the Group’s strategy, risk management and scenario analysis: ‐ Sho rt-term: 1 - 3 years: aligned to annual budgeting, near-term operational planning, existing lease arrangements and current regulatory requirements; ‐ Med ium-term: 4 - 5 years: aligned to strategic planning cycles, technology refresh cycles, lease renewals and supplier contract renegotiation; and ‐ Lon g-term: 6 - 15 years: aligned to the expected life of key infrastructure, long-term digital platform evolution, and structural changes in energy markets, regulation and climate conditions. These timeframes are aligned to the Group’s broader strategic planning, capital allocation cycles, the expected useful lives of its critical infrastructure, the anticipated progression of sustainability initiatives, and the expected timing of regulations coming into effect. A comprehensive risk assessment was conducted to assess both physical and transition climate-related risks for the Group's own operations and across its value chain, covering all geographical operations across Australia, New Zealand and globally. This assessment utilised all reasonable and supportable information available at the reporting date without undue cost or effort, and involved an analysis of regulatory frameworks, market trends and sentiments, and stakeholder expectations. Opportunities are assessed by considering their financial viability, environmental and social impact, and regulatory compliance. Risks and opportunities are defined using the likelihood impact thresholds of the broader risk management framework, embedding climate risk into the Group’s overall risk management practices. Risk and opportunity prioritisation Nine assesses climate-related risks based on the Board's risk tolerance. All identified and disclosed climate-related risks and opportunities have been added to the risk register to ensure they are actively managed. Within this risk framework, risks exceeding tolerance levels are prioritised, with a focus on those potentially impacting financial position, performance and cash flows in the next strategic cycle, including associated mitigation costs. Climate risks are prioritised against other business risks based on their operational, financial, and reputational impact, integrating climate risks with traditional business risks for holistic management. They are assessed using a probability / likelihood and severity risk matrix to focus resources on the most pressing threats across short, medium and long-term timeframes. Opportunities are identified based on their potential impact, feasibility, and alignment with strategic goals, considering relevance to core business, stakeholder interest, and value creation potential. Risk and opportunity monitoring The ELT reviews climate-related risks within the risk register on an annual basis, assessing the Group’s risk assessment process and mitigation progress, with a summary reported to the Board through the ARC. Ongoing monitoring of these risks is driven by the Environment Working Group and integrated into business activities via the risk management framework which includes: ‐ sta keholder engagement: staying informed on policy and environmental changes through communication with communities and regulators; and ‐ moni toring progress of climate risk mitigation initiatives: providing quarterly updates to executives and the ARC, integrated into existing risk reporting. Continuous improvement and re-assessment In future, the Group will refine its risk assessment processes by integrating a quantitative climate risk assessment, including scenario analysis modelling. This phased transition from qualitative to quantitative modelling will involve: ‐ ident ifying specific financial variables, such as energy pricing volatility, supply chain cost impacts, and third- party vendor resilience, to stress-test under different climate scenarios; ‐ enhancing data inputs and the reliability of our data collection to ensure our quantitative models are accurate; and ‐ ens uring the outputs of quantitative modelling is aligned to the Group’s financial planning cycles, enabling Management to accurately model the Return on Invested Capital (ROIC) and cost-benefit of future mitigation strategies. This reflects a commitment to enhancing the Group’s climate risk assessment, as well as opportunities and climate resilience. Nine will continue to run ongoing training initiatives aimed at equipping employees with the knowledge and skills to identify and effectively respond to climate-related risks and opportunities, fostering a culture of sustainability throughout the organisation. Climate risks and opportunities All climate-related risks and opportunities disclosed by Nine are considered relevant for disclosure to support primary users’ understanding and decision making. These climate-related risks and opportunities have been assessed under multiple climate scenarios using reasonable and supportable information available to the Group without undue cost or effort. The physical impacts of climate change and the transition toward a net-zero emissions economy are likely to affect Nine’s business and value chain to varying degrees. Climate change presents both discrete risks and opportunities, while also acting as a threat multiplier that impacts broader strategic and operational business risks. Nine has conducted an assessment to identify the current and anticipated effects of these factors, identifying specific areas of concentration within the Group and its value chain. As a result, the Group is actively seeking opportunities to minimise its environmental footprint, manage these risks, and capture the benefits of the transition to a lower-carbon economy. Physical Risks Physical climate risks arise from both acute events, such as storms, floods and bushfires, and chronic changes, including increasing average temperatures, heat stress and changes in weather patterns. These risks have the potential to affect the Group through: ‐ Dam age to property, studios, outdoor assets and/or supporting infrastructure; ‐ Dis ruption to third-party suppliers, logistics providers and distribution networks; ‐ Dis ruption to broadcast transmission and digital delivery; and ‐ Impac ts on health, safety and availability of employees. Transition climate risks Transition climate risks arise from changes in climate- related policy, regulation, technology, market behaviour and stakeholder expectations as Australia, New Zealand and global markets move towards a lower-carbon economy. For Nine, transition risks primarily manifest through indirect pathways rather than direct emissions exposure. Key transition risk drivers include: ‐ chang es in energy market pricing and volatility; ‐ evo lving expectations from advertisers, audiences and investors regarding climate performance and transparency; and ‐ inc reased scrutiny of the emissions intensity and energy use of digital platforms and data intensive technologies. Nine’s exposure to transition risks varies across segments and is influenced by the pace of policy development, the decarbonisation of the Australian electricity grid and the actions of third-party suppliers. 32 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements31 Nine Entertainment Co., Annual Report
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Effects of identified risks on Nine’s business model as well as the concentration and mitigation of those risks identified Climate-related risks primarily affect Nine’s business model through operational continuity, operating costs, third-party dependencies, and stakeholder confidence, rather than solely through direct physical damage to assets. These impacts are concentrated across three key areas of our value chain: ‐ Ups tream: Dependence on electricity, telecommunications, cloud services, and logistics providers exposes Nine to physical supply chain disruptions and transition-driven cost pass-throughs. ‐ Ope rations: Studios, transmission networks, outdoor assets, and digital platforms are exposed to extreme weather events, heat stress, and infrastructure outages. ‐ Dow nstream: Advertiser demand, audience trust, and investor sentiment are increasingly influenced by Nine’s climate performance and reporting transparency. The following table outlines the climate-related risks and opportunities assessed as relevant to the Group, how the Group is exposed through its business model and value chain, and how these risks and opportunities are expected to evolve in the short, medium and long-term, and the time horizons the effects of those climate-related risks and opportunities could reasonably be expected to occur. Resilience to extreme weather events Increased costs in the transition to a low carbon world Shifting public perception including consumer preferences in advertising sector and investor sentiment High digital energy use (e.g. programmatic ads, streaming, AI) Savings from energy efficiencies Risk/ Opportunity Type Physical Risk (Acute and Chronic) Policy, Legal and Market Risk Market Risk Market Risk Market Opportunity Risk Description Increasing frequency and severity of extreme weather (heatwaves, bushfires, storms, flooding) and rising temperatures may disrupt Nine's broadcast transmission and outdoor infrastructure, studios, and digital delivery. Such events can disrupt newsrooms, workforce accessibility, and internal editorial workflows, as well as critical third-party power, cloud, and transmission services. This may result in operational interruptions, production delays, cancellation of internally produced content or live sporting events, temporary loss of advertising inventory, and additional costs associated with repairs, relocation, or emergency response. Changes in climate-related policy, regulation, and market expectations associated with the transition to a low- carbon economy may increase Nine's operating costs. This includes higher electricity prices, renewable energy premiums, increased compliance and reporting costs, and cost pass-throughs from vendors or content production partners affected by carbon pricing or energy market volatility. Changing stakeholder expectations related to climate and sustainability may influence advertiser demand, audience engagement, and investor sentiment. If agencies, brands, and investors increasingly favour partners aligned with low-carbon objectives, Nine may face lost revenue, brand perception impacts, or potential constraints on access to capital if strategic position is perceived as misaligned with these evolving standards. The energy-intensive nature of advertising technology, streaming services, AI and cloud-based infrastructure may increase GHG emissions exposure. As digital revenue streams grow, reliance on vast data centres for processing and serving ads, as well as the increasing use of AI within the business, could result in a significant carbon footprint, leading to increased scrutiny of digital emissions, regulatory pressure, and potential impacts on advertiser demand and investor sentiment. There is potential to reduce long- term operating costs through energy efficiency improvements to Nine controlled buildings, outdoor assets, operations and behaviours. Rollouts of innovation, less energy- intensive equipment and digital-based workflows will enable energy, fuel, and cost savings while fostering creative ways to produce and deliver content, ultimately improving organisational resilience. Time Horizon Short-term to Long-term Short-term to Long-term Medium-term to Long-term Short-term to Long-term Short-term Potential Operating Impacts Extreme heat and weather events (bushfires, floods) pose direct threats to infrastructure, particularly in regional areas. Unlike metro areas, regional electricity outages could cause consumer access loss and unrecovered advertising revenue. Chronic temperature increases and acute heatwaves place strain on HVAC systems and corporate facilities. These conditions could trigger equipment failures or operational disruptions, requiring the Group to manage impacts on workforce comfort and safety. Heavy rainfall and flooding may lead to episodic cancellation or relocation of flagship productions and outdoor sports. While live sports often have contractual protections or rescheduling options, internal productions face higher risk due to potential sunk costs if filming is interrupted. Climate stress on power grids and third party data centers increases risks of upstream service failures. Multi-day metropolitan digital infrastructure disruptions could lead to operational interruptions. The transition to a low-carbon economy will likely lead to an increase in our cost base through carbon pricing, mandatory sustainable production standards and rising energy procurement costs. This includes direct costs for renewable energy and indirect costs passed through by vendors as they incorporate their own decarbonisation investments Failure to align our climate disclosures and emissions profile with evolving stakeholder expectations could directly impact brand trust, audience engagement, and advertiser demand. As agencies and corporate brands increasingly favour media partners with demonstrable low-carbon objectives, Nine could face a shift in advertising spend toward competitors perceived as more sustainable. This realignment of consumer and advertiser preferences has the potential to constrain commercial partnerships and directly impact future advertising and subscription revenue. Rapid growth in streaming services, along with complex ad-tech and the widespread adoption of power- intensive AI is increasing our reliance on energy-intensive cloud hosting providers. Rising supplier energy costs and future carbon pricing are likely to be passed through to Nine as these third-party providers decarbonise their own infrastructure. Improvements in energy efficiency across Nine buildings and operations to enable direct fuel and cost savings. Upgrading to innovative, less energy- intensive equipment improves operational resilience and lowers our overall carbon footprint. 34 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements33 Nine Entertainment Co., Annual Report
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Resilience to extreme weather events Increased costs in the transition to a low carbon world Shifting public perception including consumer preferences in advertising sector and investor sentiment High digital energy use (e.g. programmatic ads, streaming, AI) Savings from energy efficiencies Current Financial Impacts The physical risk vulnerability assessment evaluates the resilience of operating sites, broadcasting infrastructure, and outdoor assets. Peripheral and regional assets are considered exposed, while metro locations are largely insulated. As of 30 June 2026, approximately 4% of Nine's total assets are assessed as vulnerable to acute physical climate risks. However, extreme weather had no material impact on FY26 financial performance. While outdoor broadcasts face physical exposure, Nine’s proven rescheduling capabilities and programming flexibility effectively mitigate the risk of lost advertising revenue. Baseline operating expenditure exposed to weather-related escalation, such as repairs, maintenance, and insurance premiums, represented just 1% of total operating expenses. Nine's operating cost exposure is driven by direct green electricity procurement, travel offsets, digital services, and indirect vendor pass- through costs. For FY26, these combined expenses represented approximately 12% of total operating expenses (excluding depreciation and amortisation). Minimal strategic disruption is anticipated, as the Group maintains a cost structure capable of absorbing gradual supply chain shifts. Advertising and subscription revenues represent the Group's exposure to the risk of shifting consumer and advertiser preferences. In FY26, revenue from these segments was approximately 6% of total revenue. This reflects the gross proportion of business activities operating within exposed markets, rather than a forecast of lost revenue. Operating cost exposure is largely driven by direct green electricity procurement, digital services, and indirect vendor pass-through costs. For FY26, these combined expenses represented approximately 5% of total operating expenses (excluding depreciation and amortisation). Minimal strategic disruption is anticipated as the Group manages flexible content delivery arrangements capable of absorbing supply chain shifts. Nine actively targets energy efficiency savings by transitioning to less energy- intensive equipment and consolidating into green-rated corporate facilities. As of 30 June 2026, approximately 1% of the Group's total assets were aligned with this opportunity. The Group also drives behavioural and operational improvements to reduce direct energy and fuel consumption. Anticipated Financial Impacts Over the short to long-term, the Group anticipates potential for lost or deferred revenue and increased emergency repair costs. While assets are largely covered by Group insurance policies, the loss of advertising revenue during major outages is typically uninsured and could result in financial impacts if they were to be prolonged. While Nine invests in system resilience and backup infrastructure, the financial effect is not yet separately identifiable from standard infrastructure maintenance. The inherent uncertainty in the frequency and severity of acute physical events prevents a faithful representation of isolated financial impacts. In the short to long-term, the Group expects incremental increases in operating expenses, particularly in relation to energy consumption, along with costs related to mandated transition to sustainable practices. Quantification is not provided due to the high level of measurement uncertainty regarding the timing and stringency of future carbon policies and potential third-party cost pass-throughs. Over the medium to long-term, the Group anticipates an impact on revenue growth and the cost of capital. Potential loss of market share may occur if competitors are perceived as more sustainable, though this is mitigated by our diversified advertiser base and established transparency. Quantitative estimates are not disclosed as the effects are not separately identifiable from broader economic drivers, including general changes in advertising expenditure, limiting the ability to isolate and reliably measure the impact attributable to sustainability -related factors Over the medium to long-term, the Group anticipates increasing operating expenses. Quantitative estimates are not currently possible due to the high level of measurement uncertainty associated with isolating climate-driven energy costs from standard digital growth and operational variability. Additionally , the unpredictable pace of Australian grid decarbonisation precludes a reliable financial range at this stage. While energy efficient alternatives can involve higher initial costs, they lead to long-term savings in operating expenses through reduced energy consumption. It is expected that these savings would help to offset rising energy prices and volatility. Financial Statement Line Items Impacted Advertising Revenue Operational Expenses (such as repairs and maintenance and insurance premiums) Property, Plant and Equipment. Operational Expenses (such as energy, utilities, consultant fees) Advertising Revenue Operational Expenses (such as IT and Cloud Hosting Costs) Operational Expenses (such as electricity and fuel) Property, Plant and Equipment. Strategy Business Model and Value Chain The Group recognises the importance of sustainability and responsible operations across our value chain within the media landscape. Our core business involves the creation and distribution of high-quality content across various platforms. Our physical operating footprint relies on key assets including broadcast infrastructure, production studios, digital platforms, digital billboards, and office facilities, primarily located within Australia. The creation, production, and distribution of our content rely on a mix of the Group's own equipment, studios, and digital platforms, alongside transmission infrastructure operated through our partially owned joint ventures and contracted third-party partners. Distribution pathways span broadcast networks, internet and mobile infrastructure, and outdoor sites, encompassing both owned and operated assets, as well as third-party services. Nine is actively exploring and implementing more sustainable practices within our operations and value chain, particularly in areas such as energy efficiency in our facilities and the environmental impact of our production processes. The Group is also mindful of the sustainability practices of our key suppliers. Nine’s direct GHG emissions (Scope 1 and 2) are low relative to the Group's overall GHG emissions profile. Electricity consumption is the most significant contributor to these emissions, with a substantial proportion arising from offices, studios, production facilities and digital infrastructure. This baseline exposure is reviewed as part of an iterative process of understanding the Group's business model and value chain, including the recent acquisition of QMS. Accordingly, Nine’s climate-related strategy focuses on managing risk and maintaining resilience, rather than large-scale emissions abatement. Strategy, transition planning and resource allocation Nine’s strategy for managing climate-related risks and opportunities is integrated into its broader corporate strategy and risk management framework. Building upon the initial strategies disclosed in FY25, the Group has refined these strategies following a granular assessment of technical feasibility and financial viability to ensure actions are proportionate to Nine's specific operational footprint. In assessing the feasibility of potential strategies, Management has adopted an approach consistent with the wider Group’s overall corporate strategy and capital allocation frameworks, assessing initiatives with reference to the return on investment and cost-benefit to the Group. Given the Group’s relatively low direct emissions profile and limited operational control over many leased assets, Nine’s approach prioritises risk mitigation and ongoing resilience over prescriptive transition pathways. The Group has completed a qualitative scenario analysis to ensure the business model remains resilient across diverse climate futures, the outcomes of which support the Group’s proportionate response to identified climate-related risks. In assessing these initiatives and major transactions during the reporting period, the Group has considered potential strategic trade-offs and determined that no climate-related trade-offs were present. Key strategic responses include: ‐ maint aining and improving energy efficiency across operations; ‐ embe dding sustainability considerations into procurement and leasing decisions; ‐ leve raging the anticipated decarbonisation of the Australian electricity grid; ‐ moni toring renewable electricity procurement options as market conditions evolve; and ‐ con tinuing to strengthen business continuity and resilience planning 36 Year ended 30 June 202635 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Climate Commitments The Board retains ultimate responsibility for setting and overseeing strategies designed to respond to climate- related risks and opportunities. Following a formal assessment in FY26, the Board has determined that it is not appropriate to set formal, timebound climate-related emissions targets at this time. This decision reflects: 1. the lim ited abatement opportunities within the Group’s direct operational control, given our relatively small Scope 1 and 2 footprint; and 2. the l ack of maturity and standardisation in Scope 3 emissions methodologies and data measurement standards across our industry, particularly related to the supply chain and audience energy consumption, which are required to establish a comprehensive, accurate, and auditable baseline. The Group currently relies heavily on spend-based data and industry averages rather than supplier-specific data, which limits our ability to measure actual emissions reductions over time. In the absence of formal targets, the Group’s current approach is to: ‐ mai ntain or reduce energy consumption across the Group’s footprint wherever practicable; and ‐ tra ck the natural reduction in our Scope 2 emissions driven by the ongoing decarbonisation of the national electricity grid. Current and anticipated financial effects The Group has qualitatively assessed how climate-related risks and opportunities have affected its financial performance, financial position, and cash flows, and how they are anticipated to evolve over the short, medium and long-term. The Group has determined that providing quantitative estimates of the anticipated financial impacts of climate- related risks and opportunities is not currently possible as these effects are not yet separately identifiable due to the level of measurement uncertainty involved in isolating climate drivers from standard operational variability. The Group has evaluated the potential to provide quantitative estimates regarding the financial impacts of climate-related risks and opportunities. At this stage, the Group has determined that it is not currently practicable to isolate these effects with the necessary degree of accuracy. These impacts are inherently integrated into broader operational and market dynamics, making it unfeasible to reliably disaggregate climate-driven costs, such as digital energy intensity or supply chain fluctuations, from standard business variability and macroeconomic shifts. Although isolating the precise financial magnitude of future climate-driven costs remains challenging, the Group has quantified the baseline proportion of gross assets and business activities that are vulnerable to these risks or aligned with opportunities. These cross-industry metrics are detailed in the Metrics section of this report. Management will continue assessing the Group's analytical frameworks to enhance the granularity of these disclosures as data availability and climate-scenario modelling capabilities evolve. Despite these limitations, the Group's cash flows reflect ongoing spend on mitigation and adaptation activities, including capital expenditure for energy-efficient building fitouts and the maintenance and upgrade of backup power systems for critical broadcast infrastructure and digital billboard assets. Ongoing technology changes and system upgrades across the business also serve to reduce our overall energy consumption. Consequently, the information below is provided on a qualitative basis, identifying the financial statement line items most likely to be affected. Measurement Uncertainty and Qualitative Criteria While the Group has evaluated quantifying the financial impacts of climate-related risks and opportunities, the Group has prioritised qualitative disclosure. At this stage, data limitations and measurement uncertainties make it impracticable to separately identify climate-driven costs, such as digital energy intensity or supply chain fluctuations, from standard business variability and macroeconomic shifts. In addition to this inherent operational complexity, providing accurate quantitative estimates is further constrained by broader systemic uncertainties, including: ‐ the t iming and stringency of future carbon policy; ‐ the p ace of grid decarbonisation in Australia; ‐ the f requency and severity of acute physical events impacting third-party infrastructure (power and telecommunications); ‐ the inher ent difficulty in isolating climate-specific drivers from standard operational variability; ‐ the r ate and impact of technology changes, which can simultaneously reduce overall energy consumption; and ‐ the u npredictable frequency and extent of broader climate events. Current Financial Effects During the current year, climate-related risks and opportunities affected Nine’s financial performance, financial position, and cash flows in several ways. Regarding financial performance, the Group's operating costs were impacted by incremental increases in energy and utilities expenses, particularly for high consumption sites like data centres and studios. While localised extreme weather events occasionally disrupted broadcast transmission, the impact on advertising revenue was successfully mitigated. In terms of financial position, no climate induced impairments or changes to the useful lives were recognised during this period. Cash flows for the period reflected ongoing investments in operational resilience and adaptation, including capital expenditure for the maintenance and upgrade of broadcast infrastructure. Anticipated Future Financial Effects and Time Horizons The Group has determined that there is no significant risk of material adjustment to the carrying amount of assets or liabilities reported in the financial statements expected in the next 12 months. In assessing the anticipated financial effects of climate- related risks and opportunities over the short, medium, and long term. The Group expects climate-related risks and opportunities to affect its financial performance, financial position, and cash flows over the short, medium, and long-term as follows: Short-T erm (1 - 3 years) In the short-term, anticipated effects are primarily linked to operational and regulatory changes: ‐ inc reases in operating expenses as digital growth drives higher reliance on energy intensive cloud services and data centres. These costs may rise as third-party technology providers potentially pass through their own transition-related expenses, such as carbon pricing and infrastructure upgrades; and ‐ cap ital expenditure may continue to be directed toward energy-efficient building fitouts and digital billboards, and the maintenance of backup power systems to mitigate potential acute weather-related disruptions. Medium-Term (4 - 5 years) Over the medium term, financial effects are expected to become more strategic and structural: ‐ rev enue may be impacted by shifting stakeholder expectations, as advertisers and agencies could move campaign allocations toward media partners perceived to be better aligned with low carbon objectives. This market shift could also influence investor sentiment, potentially leading to share price volatility; and ‐ fro m an expense perspective, there could be upward pressure on insurance premiums and higher maintenance costs as chronic temperature increases place a gradual strain on facilities and HVAC systems. Long-Term (6 - 15 years) In the long term, Nine anticipates structural impacts as chronic physical risks and systemic market transitions accelerate: ‐ fro m a financial performance perspective, the compounding effects of a fully decarbonised economy could necessitate significant capital investment to overhaul legacy broadcast and delivery systems. Revenue impacts would likely occur from systemic market shifts, such as the obsolescence of high-emissions technology or strict regulatory mandates, requiring a fundamental transformation of the Group's operating model rather than just shifts in advertiser sentiment; ‐ chr onic heat stress may accelerate the degradation of physical infrastructure, potentially shortening the estimated useful lives of transmission and outdoor assets. This could lead to earlier depreciation, potential asset write-offs, or capital requirements for decommissioning and repurposing legacy assets; and ‐ lon g-term cash flows could be shaped by structural investments in infrastructure resilience and technology. There may also be potential volatility in energy procurement costs as the energy grid transitions. While quantitative estimates are not provided due to the high level of measurement uncertainty, the Group has identified the specific financial statement line items most likely to be impacted as these risks evolve. Climate Resilience and Scenario Analysis During the current reporting period, the Group assessed its climate resilience using a formal qualitative scenario analysis proportionate with our exposure to climate- related risks and opportunities. This analysis was used to assess the potential impacts of climate-related physical and transition risks across the Group’s own operations and its value chain. The outcomes will continue to inform the Group’s strategic response to mitigate climate- related risks across the same short, medium and long-term horizons used to identify those risks. The Group has utilised the Network for Greening the Financial System (NGFS) dataset as its primary framework due to its sector-specific outputs and has supplemented this dataset with CSIRO data and flood mapping, where required, to provide local data on physical climate risks that are specific to Australia. 38 Year ended 30 June 202637 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Scenario Physical/ Transitional Scenarios Physical Risk Transitional Risk Key Assumptions Net Zero 2050 (1.5°C)1 Orderly Transition Low Risk High Risk This scenario assumes ambitious and coordinated global policy action to reach net-zero emissions by 2050, effectively limiting global warming to approximately 1.5°C. ‐ transition impacts are front-loaded but manageable with proactive planning. Shadow carbon prices rise quickly to approximately US$153 (AUD$221) per tCO₂ by 2030 and peak at US$500 (A UD$721) per tCO₂ by 2050. ‐ disclosure expectations (such as AASB S2) harden into contractual norms, requiring supplier GHG data in tenders and emissions clauses in leases and production contracts. ‐ low-emissions operations become a core competitive differentiator rather than a reputational addition, while energy transition costs are front-loaded but lead to long-term power price stability. ‐ physical risk growth is moderated by global mitigation, resulting in mild increases in average temperatures and only occasional manageable disruptions from localised events. Hot House World (3.0°C) Current P olicies High Risk Low Risk This scenario assumes no significant new climate policies are implemented globally, resulting in temperature increases exceeding 3.0°C by 2100. ‐ this trajectory assumes a global failure to meet net-zero commitments, with minimal incentives to decarbonise as carbon prices remain below US$25 per tCO₂. ‐ severe physical climate impacts become the norm, including escalating extreme heat, flooding, and sea-level rise reaching up to 20cm by 2040. ‐ increased disruption occurs across suppliers, technology platforms, and distribution infrastructure, necessitating physical risk to shape strategic decisions rather than just operational responses. ‐ persistent energy and insurance market volatility occurs, leading to narrower coverage conditions, premium increases, and potential insurance retreat from uninsurable assets. 1. This climate-related scenario is aligned with the latest international agreement on climate change (the Paris Agreement, which aims to limit global wa rming to well below 2°C above pre-industrial levels and pursue efforts to limit the temperature increase to 1.5°C). Climate Resilience Assessment Overall, the Group’s strategy, business model, and value chain demonstrate a high degree of resilience under both scenarios assessed. This resilience is underpinned by the geographically dispersed nature of our physical infrastructure and supplier networks, which mitigates concentrated physical risk, alongside the inherent flexibility in our content delivery, supply chain and production arrangements. Nine’s resilience under each chosen scenario is as follows: ‐ Under an Orderly Transition, Nine is well-positioned to manage front-loaded compliance costs and energy transitions through proactive planning and the incremental adaptation of our digital infrastructure. While near-term operating margins may face pressure from carbon cost pass-throughs from upstream suppliers, these impacts are expected to be manageable within existing business cycles and do not require fundamental changes to our core strategy. ‐ In a Ho t House World, the intensification of physical risks is largely mitigated by our existing operational redundancy, comprehensive insurance programs, and business continuity frameworks. While localised disruptions to broadcast and live events may increase in frequency, our operational frameworks and adaptive workflows with key partners allows the Group to manage these impacts within existing expenditure frameworks, without materially affecting long-term financial performance. Our wide geographical footprint across major urban centres further ensures that localised extreme weather or grid blackouts only impact a small proportion of the total portfolio at any given time, maintaining overall revenue continuity. Consequently, no climate-related risks were identified that threaten the Group’s overall viability or require a pivot in strategic direction. Scenario analysis is subject to inherent limitations and does not represent a prediction of future outcomes or probabilities. Significant uncertainty remains regarding the exact pace and severity of physical climate impacts, the ultimate stringency of future global carbon policies, and the resulting behaviour of insurance, supply chain logistics and energy markets. Nine will continue to monitor the regulatory landscape and physical impact trends to ensure our resilience strategies remain robust as data maturity and climate science evolve. Climate Scenario Analysis Summary The following tables provides information on Nine's assessment of climate resilience under different scenarios in relation to identified risks and opportunities: Risk/ Opportunity Type Likelihood & Consequence Financial Statement Impact Resilience to extreme weather events Physical (Acute and chronic) Net Zero 2050 The likelihood of acute disruptions remains a persistent threat which is expected to eventually stabilise as global emissions are curtailed. While localised outages may become more frequent, the risk of widespread national failures is reduced by existing infrastructure redundancy. Hot House World This trajectory of climate warming significantly increases both the frequency and severity of extreme weather events. This results in a higher likelihood of prolonged outages, particularly for vulnerable regional towers and power dependent transmission systems. Across both scenarios, consequence levels remain high if disruptions coincide with premium broadcast windows where advertising inventory is finite and difficult to replace. Advertising revenue, Operational Expenses (such as repairs and maintenance and insurance premiums), and Property, Plant and Equipment. Increased costs associated with the transition to a low- carbon economy Transition (Policy, legal and market) Net Zero 2050 There is a high likelihood that transition-related costs (such as carbon pricing and mandatory sustainable production standards) will rise early and sharply as markets realign. While this creates pressure on operating margins, these costs are expected to stabilise over the long term as green energy markets and supply chains normalise. Hot House World Under the Hot House World trajectory, weaker global policy coordination may delay transition costs in the short-term. However, this path could lead to significantly higher financial volatility and unpredictable cost increases driven by unstable energy markets and frequent supply chain disruptions caused by physical climate impacts. Operational Expenses (such as energy, utilities, consultant fees). Shifting public perception, advertiser preferences and investor sentiment Transition (Market) Net Zero 2050 Stakeholder expectations are expected to change significantly, making it moderately probable that advertiser and investor behaviour will be dictated by a firm’s climate credibility. Failure to keep pace with these evolving standards risks a gradual and indirect loss of revenue as partners shift procurement toward more sustainable competitors. Hot House World While regulatory pressure may be lower, the increasing visibility of physical climate disasters is expected to heighten public concern. This environment drives continued volatility in advertising demand and capital markets as investors react to rising systemic risks associated with a high warming trajectory. Advertising Revenue. High digital energy use (e.g. programmatic ads, streaming, AI) Transition (Market and technology) Net Zero 2050 This scenario presents a high likelihood of exposure as digital expansion increases energy consumption. Operating margins will face pressure from the pass-through of carbon pricing and capital costs incurred by cloud providers transitioning to low carbon infrastructure. This pressure typically moderates as the energy grid and third-party providers successfully decarbonise. Hot House World Under this scenario, the risk shifts toward operational resilience; extreme heat and grid instability increase the probability of data center outages and higher cooling costs. This compounds margin pressure through volatile energy pricing and the need for greater investment in third-party infrastructure resilience. Operational Expenses (such as IT and Cloud Hosting Costs). Savings from energy efficiencies Opportunity (Market) Net Zero 2050 The trajectory for this opportunity is most favourable under a Net Zero 2050 scenario, where strong market signals and policy incentives support rapid investment in green rated operational sites and efficient content delivery methods. The likelihood of capturing these benefits is high as Nine continues to modernise its footprint. Hot House World Under this scenario, while policy incentives are weaker, the business case for energy efficiency remains strong as a defensive measure. Improving efficiency in this trajectory serves as a critical tool to enhance resilience against volatile energy prices and the increased cooling demands caused by rising mean temperatures. Operational Expenses (such as electricity and fuel), and Property, Plant and Equipment. 40 Year ended 30 June 202639 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Strategic Response and Resilience Nine’s strategy embeds resilience into core operations rather than treating climate as an isolated sustainability initiative. During FY26, capital was deployed towards energy-efficient building fitouts at major sites and upgrading backup power systems for critical broadcast infrastructure. The Group’s resilience is underpinned by the inherent adaptability of our digital-based workflows, which allow for remote content production and relocated newsroom operations should physical facilities be compromised, and the Group maintains significant redundancy for critical infrastructure, including standby transmission towers, to ensure continuity during acute weather events. However, Management acknowledges operational constraints within the Group’s operating model; a substantial proportion of our value chain resides in leased assets or third-party infrastructure (e.g. cloud providers and the electricity grid), limiting our direct control over rapid abatement or physical hardening measures. Our strategic response operates across the following time horizons: ‐ Shor t-Term (1-3 years): focuses on operational redundancy and assessing the impact of climate- related disruptions, such as heat-triggered incidents in data rooms and studios; and ‐ Med ium to Long-Term (4-15 years): shift towards structural adaptation, embedding sustainability considerations into the Group’s vendor engagement and selection processes. As part of this, the Group is systematically replacing legacy transmission and outdoor asset components with hardware rated for higher temperature thresholds and progressively transitioning content distribution toward cloud-based digital platforms to reduce reliance on vulnerable physical infrastructure. These initiatives will be implemented where they align with our strategic goals and meet the Group’s internal capital allocation criteria, ensuring our transition remains both operationally resilient and financially efficient. While the Group has identified energy efficient gains as a potential climate-related opportunity, no material financial impacts have been recognised in FY26. Nine maintains the resilience of its physical footprint by evaluating our capacity to redeploy or decommission assets in response to climate stressors. As chronic heat stress and extreme weather events potentially accelerate the degradation of broadcasting hardware, our strategy focuses on: ‐ sys tematically replacing legacy transmission and outdoor infrastructure asset components with hardware rated for higher temperature thresholds during standard maintenance cycles; and ‐ pro gressively transitioning content distribution toward cloud-based digital platforms, which reduces long-term structural reliance on localised physical infrastructure vulnerable to acute disruptions. The Group has identified that its physical infrastructure, including studios, transmission assets, and outdoor assets, and digital platforms, remains the primary area of vulnerability to acute weather and chronic heat stress. While Nine has identified potential climate-related opportunities, such as energy efficiency gains and reputational benefits, no material financial alignment to climate-related opportunities has been recognised in the current reporting period as they do not yet meet the Group’s materiality threshold. During FY26, Nine’s cash flows reflected ongoing investments in operational resilience and climate adaptation. Specifically, capital was deployed toward energy-efficient building fitouts and billboard development, and the maintenance and upgrade of backup power systems for critical broadcast and outdoor infrastructure to mitigate potential disruptions from acute weather events. Assessment of Resilience Nine’s business model demonstrates a high degree of resilience. However, scenario analysis indicates that while our operations are robust under a Net Zero 2050 pathway, a Hot House World trajectory introduces systemic risks that may require more fundamental strategic adjustments over the long-term. There remains significant uncertainty regarding the energy-intensive growth of digital services, including AI. As an emerging transition risk, the increasing energy demand of digital services, such as AI, may influence operating margins more rapidly than currently modelled due to shifting energy costs and regulatory expectations. Consequently, the Group will continue to monitor both these transition dynamics and broader physical impact trends, particularly the resilience of third-party cloud and power infrastructure, to ensure our strategies remain effective as data maturity and climate science evolve. Scenario Strategic Resilience Assessment Key Implications for Nine Net Zero 2050 (1.5°C) Nine is well-positioned to manage an orderly transition characterised by coordinated global policy and ambitious emissions reductions. ‐ Operating expenses associated with GreenPower, sustainability certifications, and carbon pricing are predictable and can be absorbed through phased investment. ‐ Proactive disclosure meets the increased expectations of advertisers and investors, reducing the risk of capital volatility or brand trust erosion. ‐ While acute weather events still occur, they remain localised and manageable through existing infrastructure redundancy and insurance frameworks. Hot House World (3. 0°C) This scenario presents a threat to operational stability due to uncoordinated policy and severe, unmanaged physical impacts. ‐ Increased frequency and severity of extreme heat, bushfires, and storms significantly raise the probability of prolonged outages for transmission towers, as well as metro and regional infrastructure. ‐ Heightened stress on third-party power grids and cloud data centres increases the risk of correlated failures, where upstream disruptions amplify Nine’s downstream delivery risks. ‐ Major sporting events and outdoor content production face higher likelihoods of cancellation, relocation or sunk costs due to climate volatility. ‐ Lower policy driven costs are offset by unpredictable energy prices, higher maintenance needs for cooling systems, and potential insurance constraints. Scenario Analysis Findings The following table summarises the findings from our climate scenario analysis, contrasting Nine’s resilience and the anticipated impacts under two distinct climate pathways. This analysis evaluates our ability to maintain strategic continuity while managing shifting costs and operational disruptions 41 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements 42Year ended 30 June 2026
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Metrics and Targets GHG 2026 Results In FY26, the Group quantified its GHG inventory with the results of this exercise to be used in the Group’s assessment of climate-related target setting and GHG emissions monitoring going forwards. Control Assessment The Group has measured its GHG emissions in accordance with the Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (2004). In accordance with the GHG Protocol, the Group uses the operational control approach to define its organisational boundary. Under this approach, the Group accounts for emissions from operations where it has the authority to introduce and implement operating policies. In accordance with the GHG Protocol, the Group believes that the use of the operational control approach is the most appropriate method to measure the Group’s GHG emissions, considering that there are entities and assets outside the Group’s financial reporting group over which it has operational control. This approach enables the Group to focus on emissions from assets / operations where the Group has the ability to operate the related assets and therefore influence emissions, notwithstanding the legal ownership of an asset. For those assets where Nine does not have operational control, these investments are included within our Scope 3 emissions inventory. As a result, the FY26 climate-related emissions have been prepared for the same consolidated reporting entity and reporting period as the Group’s Consolidated Financial Statements (refer to Note 1.2 Basis of Consolidation in the financial statements). While Scope 1 and Scope 2 emissions are reported in line with mandatory requirements, Scope 3 emissions are disclosed on a voluntary basis in FY26 and are measured in accordance with the Greenhouse Gas Protocol Corporate Value Chain (Scope 3) Accounting and Reporting Standard (2011). This disclosure is consistent with the methodology used in FY25 reporting, subject to the FY26 boundary and methodology changes noted above. As Nine has utilised the available 1-year reporting relief, these Scope 3 disclosures are not intended to be compliant with the full AASB S2 requirements. FY26 GHG Emissions Nine’s FY26 GHG emissions are as follows: GHG emissions (metric tonnes of CO2-e) Emissions1 FY26 (t.CO2-e) FY25 (t.CO2-e) Scope 1 Emissions 1,536 1,573 Scope 2 Emissions (location based) 12,377 14,784 Total Scope 1 & 2 Emissions 13,913 16,357 1. In accordance with AASB S2, transitional relief has been applied to current period comparatives. Comparative information will be updated in FY27 and future periods to comply with AASB S2 requirements once this relief is no longer available. Scope 1 GHG Emissions Scope 1 GHG emissions make up <1% of the Group’s total FY26 GHG emissions. Scope 1 emissions refer to the direct GHG emissions that occur from sources owned or controlled by the Group. Scope 1 direct emissions primarily comprise petrol and diesel used in the Group's fleet vehicles, and fugitive emissions from refrigerants used in mechanical systems at our facilities (e.g. HVAC). Scope 2 GHG Emissions Scope 2 GHG emissions make up approximately 3% of the Group’s total FY26 GHG emissions. Scope 2 emissions refer to indirect GHG emissions from the generation of electricity acquired and consumed by the Group. This includes offices, studios, data rooms and transmitter locations. Compared to the prior year, Scope 2 emissions decreased due to Q4 FY26 business combination activity, with underlying Group emissions reducing following the refinement of our data inputs. Scope 3 GHG Emissions - Voluntary Emissions FY26 (t.CO2-e) FY25 (t.CO2-e) Scope 3 Emissions 472,358 514,358 Total Scope 3 Emissions 472,358 514,358 As previously disclosed, QMS Scope 3 emissions are not included in the FY26 Scope 3 emissions calculation. Scope 3 emissions refer to indirect GHG emissions that occur throughout the Group’s value chain, outside of its direct operational control. The Group has included all relevant Scope 3 categories following a materiality assessment of the 15 categories established by the Greenhouse Gas Protocol Corporate Value Chain (Scope 3) Accounting and Reporting Standard (2011). These categories are reviewed whenever there is a significant event or change in circumstances that affects the Group’s value chain. In FY26, over 96% of the Group's emissions, excluding QMS, came from Scope 3 sources, with the majority attributable to Use of Sold Products (C11) (66%) and Purchased Goods and Services (C1) (15%). Nine's underlying Scope 3 emissions, excluding QMS, decreased in FY26 as business activity normalised following the peak of the Paris Olympics and Paralympics in FY25. This reduction was primarily driven by declines in Scope 3 Categories ‘Business Travel’, ‘Purchased Goods and Services’, and ‘Use of Sold Products’ - the latter reflecting a return to standard audience viewership and device usage compared to the Olympic period. Reported emissions in the ‘Investments’ category decreased due to a change in our measurement methodology. Unlike FY25, which included our investments estimated Scope 1, 2, and 3 emissions, our FY26 reporting now only captures Nine’s share of their Scope 1 and 2 emissions. Scope and Emissions Reporting Approach This section outlines the methodology, boundaries, data sources, and assumptions used to compile the Group's GHG emissions inventory for the financial year from 1 July 2025 to 30 June 2026 (FY26). It supports transparency and replicability in the quantification and reporting of emissions and serves as a reference document for internal and external stakeholders. The Group has measured its GHG emissions in accordance with Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (2004). These principles have been applied throughout. Emissions are reported in tonnes of carbon dioxide equivalent (tCO₂-e), covering all greenhouse gases recognised under the Kyoto Protocol, with all values expressed as CO₂-e using 100-year global warming potentials (GWPs). In line with AASB S2 guidance, for emissions calculated from raw greenhouse gas quantities, such as refrigerants, the latest IPCC assessment (AR6) was used. For all other sources, the GWPs embedded in the most recent relevant emissions factor sets, including the Australian National Greenhouse Accounts Factors (2025), were applied specifically to tCO₂-e-based emission factors. Scope 1 and 2 emissions are measured by either internal or external data sources, as detailed in the Data Collection section on page 48. Scope 3 emissions combine direct measurement and estimates, where necessary. The Group prioritises inputs and assumptions based on the Scope 3 measurement framework within AASB S2. The GHG Protocol: Corporate Value Chain (Scope 3) Accounting and Reporting Standard (2011) establishes 15 categories of Scope 3 emissions sources, divided into ‘Upstream’ and ‘Downstream’ emissions. The Upstream emissions are classified as indirect GHG emissions related to goods and services purchased or acquired for use by the Group, being divided into eight categories. The downstream emissions, meanwhile, are related to goods and services that are provided by the reporting organisation (the Group), being divided into seven categories. The Group currently estimates certain Scope 3 emission categories using methodologies that rely on industry assumptions as opposed to supplier or customer specific data as reflected in “Calculation Method” in the table above. Calculation methods include: ‐ dir ect: based on consumption invoices such as on-site fuel, electricity or waste tracking; ‐ indi rect: calculated using secondary data such as spend, revenue or sector averages; ‐ hyb rid: integrates directly measured data with estimates or values derived from indirect calculations; and ‐ model led: based on specific activity metrics like usage rates or viewership, this data incorporates standardised assumptions or industry-average emission factors. Scope Category Upstream/ Downstream Category Name Calculation Method FY26 GHG Emissions (t.CO2-e) FY25 GHG Emissions (t.CO 2-e) Scope 1 – Direct operations Fleet fuel (diesel) Direct 455 560 Scope 1 – Direct operations Fleet fuel (petrol) Direct 490 470 Scope 1 – Direct operations Combustion of LPG onsite Direct 5 6 Scope 1 – Direct operations Combustion of natural gas onsite Direct - 5 Scope 1 – Direct operations Fugitive emissions (refrigerants) Hybrid 586 532 Scope 2 – Direct operations Purchased electricity Location based 12,377 14,784 Scope 3 1 Upstream Purchased goods and services Indirect 74,063 81,682 Scope 3 2 Upstream Capital goods Indirect 16,130 13,642 Scope 3 3 Upstream Fuel-related and energy-related activities Direct 1,188 1,701 Scope 3 4 Upstream Upstream transportation and distribution Hybrid 37,572 37,796 Scope 3 5 Upstream Waste generated in operations Hybrid 700 525 Scope 3 6 Upstream Business travel Hybrid 6,206 10,405 Scope 3 7 Upstream Employee commute Indirect 4,199 4,368 Scope 3 8 Upstream Upstream leased assets Hybrid 1,799 2,348 Scope 3 11 Downstream Use of Sold Product 1 Modelled 319,775 343,060 Scope 3 12 Downstream End-of-life treatment of sold products Modelled 10,559 11,640 Scope 3 15 Downstream Investments Indirect 167 7,191 Total 486,271 530,715 The following table details the breakdown of the Group's voluntary Scope 3 emissions by category, outlining the calculation methodologies applied and the corresponding FY25 and FY26 emissions data: 1. These emissions relate to electricity used by end users when viewing Nine content on personal devices, such as TVs, computers and mobile phones. Ni ne does not produce or control the devices used to access its content and has limited influence over how content is accessed or energy is consumed. 44 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements43 Nine Entertainment Co., Annual Report
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Scope Emissions Category Activity Data Source Emissions Factor (EF) Source Calculation Methodology Inputs and Assumptions Additional Notes 1 Stationary combustion LPG LPG Invoices ‐ NGAF 2025: Table 8 Direct (Scope 1) and indirect (Scope 3) emission factors for the consumption of liquid fuels, including certain petroleum based products for stationary energy purposes Fuel-specific ‐ LPG invoices were collected from the retailer, compiled, and matched to Nine' s site list. ‐ Emissions were calculated from kL consumption using fuel- specific energy and emission factors. Only one site recorded LPG usage during the reporting period. Transport combustion Fuel combustion by Nine’ s vehicles Fuel Purchase transaction history ‐ NGAF 2025: Table 9 Direct (scope 1) and indirect (scope 3) emission factors for the consumption of transport fuels in different transport equipment Fuel-vehicle specific ‐ Fleet fuel invoices were compiled and matched to vehicle types operated by Nine ‐ Emissions calculations were based on actual consumption data Petrol, diesel, and E10 fuels were used across the fleet during the reporting period. Refrigeration Fugitive emissions from refrigerants used for air conditioning systems Facility maintenance reports ‐ Global Warming Potentials (G WPs) were sourced from the IPCC Sixth Assessment Report (AR6). ‐ National averages using energy-based intensity factor for refrigerant leakage derived from DCCEEW (Cold Hard Facts 2020) and HVAC HESS S trategy Factsheet. Estimation ‐ Refrigerant type, amount (k g), and Global Warming Potential (AR6) were used to calculate emissions. ‐ Refrigerant maintenance and recharge reports were sourced from Nine’ s facilities, where available. For facilities without refrigerant data, emissions were estimated using a national average intensity factor, based on typical refrigerant leakage rates and energy consumption in office buildings. ‐ Emissions were limited to office sites, with transmission and link sites assumed to have negligible refrigerant use and emissions For sites without refrigeration reports, cooling energy intensity derived from total electricity use patterns for commercial offices. 2 Purchased Electricity (location based) Electricity consumption Electricity Invoices ‐ NGAF 2025: Table 1 Indirect (scope 2 and scope 3) emission factors from consumption of purchased or acquired electricity L ocation-based ‐ Electricity invoice data was compiled and matched to sites operated by Nine ‐ Where actual electricity data was unavailable, estimates were made using the following methods: • Office sites with known Net Lettable Area (NLA): an average electricity intensity (kWh/m²/year) derived from benchmark sites • Sites without NLA or complete data: average consumption intensities based on site type, using historical benchmarks. • Transition sites: used ACMA transmitter power ratings(W) as a pro xy, applying an average electricity intensity (kWh/W/year) based on benchmarked sites ‐ Only sites within the Group’s operational control boundary were included in Scope 2; non-operational control sites were accounted for under Scope 3, Category 8. ‐ Emissions were calculated using state specific location- based emission factors. Operational control was determined during the boundary assessment and was primarily linked to the Group having control over the utility contract of the site. Scope Emissions Category Activity Data Source Emissions Factor (EF) Source Calculation Methodology Inputs and Assumptions Additional Notes 3 Category 1: Purchased goods and services Emissions from goods and services General ledger data ‐ IELab 2025 Spend-based ‐ Spend-based emission factors from IELab 2022v. 03 were mapped to Nine’s consolidated general ledger. ‐ Spend lines related to non-emission activities (e.g., salaries, amortisation) or covered in other categories were ex cluded) ‐ Broadcast and production spend was included or excluded as guided by the Sustainable Production Alliance Scope 3 White Paper (2024) IEL ab factors reflect Australian industry averages. Category 2: Capital goods Emissions from capital goods purchased and used in operations General ledger and Capital expenditure report data ‐ IELab 2025 Spend-based ‐ Capital goods emissions were linked to spend reported in the Group’ s Capital Expenditure report. ‐ Capital emissions were linked to Property, Plant and Equipment, as well as Software spend. Category 3: Fuel and energy related Emissions related to the fuel and energy-related activities Utility data invoices ‐ NGAF 2025: Tables 1, 5, 8 and 9 As per Scope 1 and 2 ‐ Category 3 emissions were derived as per their corresponding scope 1 or 2 calculations. ‐ Only purchased electricity at sites within the Group’s operational control were considered in Category 3. Category 4: T ransport and distribution This includes emissions from transporting inputs, waste, and products under the Group’s responsibility General ledger data ‐ IELab 2025 Spend-based ‐ All Category 4 emissions were derived from spend-based calculations identified in the General Ledger spend categories. Supplier-specific missions reports are currently being integrated into the Group’ s future emissions calculation processes. Category 5: Waste generated in operations Disposal and treatment of waste off-site but generated by the Group Waste supplier Invoices Site Net Lettable Area (NLA) ‐ NGAF 2025: Table 16 Indirect (scope 3) waste emission factors for total waste disposed to landfill by broad waste stream category W aste-stream Average Data ‐ Where available, supplier provided waste invoices were used to determine weight and waste stream of waste generated at each site. ‐ Waste at sites with no data available were estimated based on either an average normalised by net lettable area, or average by site type. ‐ Waste emissions were only considered for office sites. Transmission and link sites were ex cluded on the basis that they are assumed to generate negligible waste. ‐ All estimated waste was assumed to be landfill Four sites had supplier waste reports, with the majority of waste being diverted from landfill. Category 6; Business travel Transportation of employees for business related activities during the reporting year (in vehicles not owned or operated by the Group Supplier travel reports Invoices ‐ DESNZ 2025 ‐ IELab 2025v. 03 Average data Hybrid (Distance- based, average- data, spend- based) ‐ Flight emissions were based on distance flown and cabin class. ‐ Accommodation emissions were based on nights and location averages. ‐ Transport-related emissions were calculated using supplier- specific emissions reports where available; otherwise, a spend-based method was applied. ‐ Travel data was cross-checked against internal expense reports. R emaining unmatched expenditure was estimated using spend-based emission factors 46 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements45 Nine Entertainment Co., Annual Report
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3 Category 7: Employee commuting GHG emissions from transportation of employees between their homes and their worksites during the reporting year (in vehicles not owned or operated by the Group). ‐ Full time employee reports ‐ Industry average emission factors (spend- based) ‐ DESNZ 2025 Average data (distance-based) ‐ Emissions were estimated based on FTE per Australian capital city. ‐ Days in the office per employee (i.e. days commuting) were estimated using swipe card data from major offices. ‐ Average commute distance and transport mode were estimated using Australian Bureau of S tatistics (ABS) data. ‐ Distance-based emission factors were used to calculate the resulting emissions. ‐ For employees based in overseas locations, similar Australian cities were used as proxy data. Category 8: Upstream leased assets GHG emissions from the consumption of electricity and fuel by leased assets of the Group Industry-average emission factors (spend-based) ‐ NGAF 2025: Table 1 Indirect (scope 2 and scope 3) emission factors from consumption of purchased or acquired electricity ‐ MfE 2025: Table 9: Emission factor for purchased grid-average electricity – annual average L ocation-based ‐ Scope 3 Category 8 emissions relate to Scope 1 and 2 emissions from the Group’s sites where it operates but does not have operational control. ‐ Emissions were calculated using the same methodologies and emission factors applied to Scope 1 and 2 sources, based on available consumption data. Operational control was determined during the boundary assessment and was primarily linked to the Group having control over the utility contract of the site. Category 11: Use of sold products GHG emissions from products that directly consume energy during their use when consuming the Group ’s content such as televisions, smartphones, and other electronic devices Viewership data from industry providers (minutes per device type) ‐ NGAF 2025: Table 1 Indirect (scope 2 and scope 3) emission factors from consumption of purchased or acquired electricity: A verage-data method ‐ Viewership emissions were calculated by determining total viewing time (in minutes or hours) across various products and platforms (e.g. website , mobile, TV), then estimating electricity consumption per hour of streaming per device type. ‐ Average electricity consumption per device type was taken using average values from IEA (2020) and the Shift Project’ s 2019 data. ‐ These electricity estimates were subsequently converted to emissions using the Australian national average electricity emissions factor. Assuming B VOD (Broadcast Video On Demand) is 90% big screen and 10% mobile/apps. Big screen is modelled as TV viewership. Category 12: End-of-life treatment on sold products GHG emission from end of life of sold newspapers Paper supplier report (total weight per paper type) ‐ NGAF 2025: Table 15 Waste mix methane conversion factors and emission factors Average-data method ‐ The total tonnage of paper purchased for newspaper printing purposes was used as the basis for estimating associated end of life emissions. ‐ End-of-life outcomes for the paper were determined using average Australian resource recovery rates, which account for the proportion of paper that is recycled versus sent to landfill. ‐ Broad waste stream emission factors were used for the resulting paper sent to landfill Based on the National Waste Report 2022, DCCEEW , it was assumed that paper and cardboard (PAC) resource recovery rate was 62%. Category 15: Investments GHG emissions from organisations associated with the Group’s Investments and Joint Venture projects Annual revenue and expenses of Investments and Joint Ventures ‐ IELab 2025 Spend-based ‐ Revenue data was extracted from Profit and Loss (P &L) statements for each individual investment. ‐ The Group’s percentage ownership of the investment was used to allocate emissions. ‐ Emissions attributable to the Group’s share of investment revenue were calculated using IEL ab spend-based emission factors matched to the industry classification of each investment Data collection Calculation of the Scope 1 and 2 emissions in the Group’s inventory is disaggregated, with a combination of the ‘top-down’ and ‘bottom-up’ approaches (by business units and type of equipment, when available), using mass balance and emissions factors for each type of input and activity, and for each of the countries where the Group operates. The majority of the data is collected and analysed on a monthly basis using available invoices, fuel records and supporting internal records. This data is also used, where relevant, for the calculation of Scope 3 categories 1 and 3. Nine has utilised data collated from across its value chain in order to disclose quantitative metrics. In instances when quantitative metrics and consumption cannot be measured directly, the Group estimates value chain metrics using internal and external information (including industry benchmarks and other proxies) that is available. For example, estimates are used for some Scope 3 categories where direct activity data is unavailable, including the use of spend-based methods, sector- average emission factors and other relevant proxies. The accuracy of GHG emissions calculations is contingent upon the quality of data and the representativeness of the proxies used. No emissions sources were excluded solely on the basis of materiality. Emissions sources were excluded only where they were assessed as not relevant to Nine’s operations. The Group continues to evaluate opportunities to improve the accuracy of these metrics. Nine is investing in improving data collection and reporting systems, engaging with suppliers and other value chain partners to obtain more precise data, and participating in industry initiatives to refine the methodologies for calculating value chain emissions. Internal Carbon Pricing In accordance with AASB S2 requirements, the Group has evaluated internal carbon pricing but this has not been implemented at this stage. Instead, our current climate strategy focuses on operational resilience and energy efficiency. The Group will monitor its suitability as our strategy, data maturity, and regulations evolve. 48 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements47 Nine Entertainment Co., Annual Report
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Directors' Declaration – Sustainability report The Directors of Nine Entertainment Co. Holdings Limited declare that, in their opinion, Nine Entertainment Co. Holdings Ltd the Company has taken reasonable steps to ensure that the substantive provisions of the sustainability report for the financial year ended 30 June 2026 are in accordance with the Corporations Act 2001 (Cth), including section 296C (compliance with applicable sustainability standards) and section 296D (climate statement disclosures). Signed in accordance with a resolution of the Directors. Peter Tonagh Mat thew Stanton Chair Chi ef Executive Officer and Director Sydney, 26 August 2026 A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Ernst & Young 200 George Street Sydney NSW 2000 Australia GPO Box 2646 Sydney NSW 2001 Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 ey.com/au Independent auditor’s review report to the members of Nine Entertainment Co. Holdings Limited Conclusion on selective sustainability information We have conducted a review of the following information in the Sustainability Report of Nine Entertainment Co. Holdings Limited (the Company) and its subsidiaries (collectively the Group) for the year ended 30 June 2026 (the ‘selective sustainability information’) as required by Australian Standard on Sustainability Assurance ASSA 5010 Timeline for Audits and Reviews of Information in Sustainability Reports under the Corporations Act 2001 issued by the Auditing and Assurance Standards Board (AUASB): Selective sustainability information Criteria: Reporting requirement of AASB S2 Climate-related Disclosures (AASB S2) (including related general disclosures required by Appendix D) Location in Sustainability Report Governance Paragraph 6 Pages 29 to 30 Strategy (risk and opportunities) Subparagraphs 9(a), 10(a) and 10(b) Pages 36 to 42 Scope 1 and 2 emissions Subparagraphs 29(a)(i)(1) to (2) and 29(a)(ii) to (v) Pages 43 to 48 The requirements of AASB S2 identified in the table above form the criteria relevant to the selective sustainability information and apply under Division 1 of Part 2M.3 of the Corporations Act 2001 (the Act). We have not become aware of any matter in the course of our review that makes us believe that the selective sustainability information specified in the table above does not comply with Division 1 of Part 2M.3 of the Corporations Act 2001. Conclusion on subject matter We have conducted a review of the following information in the Sustainability Report of Nine Entertainment Co. Holdings Limited (the Company) and its subsidiaries (collectively the Group) for the year ended 30 June 2026 (the ‘subject matter’): Subject Matter Criteria Location in Sustainability Report Scope 3 emissions Management’s own criteria as reported in Nine’s 2026 Annual Report Climate related Disclosures Basis of Preparation, based on the Greenhouse Gas Protocol: Corporate Value Chain (Scope 3) Standard. Pages 43 to 48 Independent Auditor's Review Report 50 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements49 Nine Entertainment Co., Annual Report
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A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Other information The directors of the Company are responsible for the other information. The other information comprises the Company’s Annual Report, including the Financial Report and the Sustainability Report, but does not include the selective sustainability information and subject matter, and our review report thereon. Our conclusion on the selective sustainability information and the subject matter does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our review of the selective sustainability information and the subject matter, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the selective sustainability information and the subject matter, or our knowledge obtained when conducting the reviews, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities for the selective sustainability information and subject matter The directors of the Company are responsible for: ▪ The preparation of the selective sustainability information in accordance with the Act; and ▪ Designing, implementing and maintaining such internal control necessary to enable the preparation of the selective sustainability information, in accordance with the Act that is free from material misstatement, whether due to fraud or error. Management of the Company are responsible for: ▪ The identification, selection and development of suitable criteria for the subject matter; ▪ The preparation of the subject matter in accordance with the criteria; and ▪ Designing, implementing and maintaining such internal control necessary to enable the preparation of the subject matter, in accordance with the criteria that is free from material misstatement, whether due to fraud or error. Inherent limitations As discussed on pages 31 - 35 of the Report, climate-related risk management is an emerging area, and often uses data and methodologies that are developing and uncertain. The Report contains forward looking statements, including climate-related scenarios, targets, assumptions, climate projections, forecasts, statements of future intentions and estimates and judgements that have not yet occurred and may never occur. We do not provide assurance on the achievability of this prospective information. Greenhouse gas emissions quantification is subject to significant measurement uncertainty, which arises because of incomplete scientific knowledge used to determine emissions factors and the values needed to combine emissions of different gases. The comparability of sustainability information A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Based on the procedures we have performed and the evidence we have obtained, we have not become aware of any matter in the course of our review that makes us believe that the subject matter outlined above for the Group is not prepared, in all material respects, in accordance with the criteria for the year ended 30 June 2026. Basis for conclusions Our reviews have been conducted in accordance with Australian Standard on Sustainability Assurance ASSA 5000 General Requirements for Sustainability Assurance Engagements (ASSA 5000) issued by the AUASB. Our reviews include obtaining limited assurance about whether the selective sustainability information and subject matter are free from material misstatement. In applying the relevant criteria for the selective sustainability information, we note that subsection 296C(1) of the Act includes a requirement to comply with AASB S2. Our conclusions are based on the procedures we have performed and the evidence we have obtained in accordance with ASSA 5000. The procedures in a review vary in nature and timing from, and are less in extent than for, an audit. Consequently, the level of assurance obtained in a review is substantially lower than the assurance that would have been obtained had an audit been performed. See the Summary of the Work performed section of our report. Our responsibilities under ASSA 5000 are further described in the Auditor’s responsibilities section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Act and the ethical requirements of APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards Board Limited (November 2018 incorporating all amendments to June 2024) (the Code), that are relevant to reviews of public interest entities in Australia. We have also fulfilled our other ethical r esponsibilities in accordance with these requirements and the Code. Our firm applies Australian Standard on Quality Management ASQM 1 Quality Management for Firms that Perform Audits or Reviews of Financial Reports and Other Financial Information or Other Assurance or Related Services Engagements, which requires the firm to design, implement and operate a system of quality management, including policies and procedures regarding compliance with ethical requirements, professional standards, and applicable legal and regulatory requirements. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusions. Other matter Comparative information excluding scope 1, 2 and 3 greenhouse gas emissions was not subject to an assurance engagement in the prior period. In connection with our review on the subject matter, our responsibility is to determine whether the comparative information is appropriately presented, by evaluating its consistency with the disclosures presented in the prior period and the consistency of the criteria with the criteria applied in the current period. Our conclusions are not modified in respect of this matter. 52 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements51 Nine Entertainment Co., Annual Report
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A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation between entities and over time may be affected by inconsistencies in the methods to estimate or measure those emissions, due to different, but acceptable, methods applied. Auditor’s responsibilities Our objectives are to plan and perform the reviews to obtain limited assurance about whether the selective sustainability information and subject matter, defined in the Conclusions section of our report, is free from material misstatement, whether due to fraud or error, and to issue a review report that includes our conclusions. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence decisions of users taken on the basis of the selective sustainability information and subject matter. As part of a review in accordance with ASSA 5000, we exercise professional judgement and maintain professional scepticism throughout the engagement. We also: ▪ Perform risk assessment procedures, including obtaining an understanding of internal control relevant to the engagement, to identify and assess the risks of material misstatements, whether due to fraud or error, at the disclosure level but not for the purpose of providing a conclusion on the effectiveness of the entity’s internal control. ▪ Design and perform procedures responsive to assessed risks of material misstatement at the disclosure level. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Summary of the work performed A review is a limited assurance engagement and involves performing procedures to obtain evidence about the selective sustainability information and subject matter. The nature, timing and extent of procedures selected depend on professional judgement, including the assessed risks of material misstatement at the disclosure level, whether due to fraud or error. The procedures we performed for the review of the selective sustainability information included, but were not limited to: ▪ Considered the completeness of Nine Entertainment Co. Holdings Limited’s assessment of climate-related risks and opportunities ▪ Conducted interviews with key personnel to understand the process for collecting, collating and reporting the selective sustainability information during the reporting period ▪ Read minutes of relevant committees to understand matters discussed and decisions made with respect to climate-related disclosures ▪ Assessed the appropriateness of the reporting boundaries applied ▪ Undertook analytical review procedures to support the reasonableness of the selective sustainability information ▪ Evaluated the appropriateness of emission factors applied in the greenhouse gas emission processes A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation ▪ Agreed the selective sustainability information disclosures made in the report with the underlying records ▪ Evaluated the presentation and disclosure of the selective sustainability information against the requirements of AASB S2 The procedures we performed for the review of the subject matter included, but were not limited to : ▪ Conducted interviews with key personnel to understand the process for collecting, collating and reporting the subject matter during the reporting period ▪ Read minutes of relevant committees to understand matters discussed and decisions made with respect to the subject matter ▪ Assessed the appropriateness of the reporting boundaries applied ▪ Undertook analytical review procedures to support the reasonableness of the subject matter ▪ Agreed the subject matter disclosures made in the report with the underlying records ▪ Evaluated the presentation and disclosure of the subject matter against the requirements of the criteria Ernst & Young Megan Wilson Ernst & Young Sydney 26 August 2026 54 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements53 Nine Entertainment Co., Annual Report
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Safety Consultation & Framework Nine implemented a formalised Consultation Framework to govern health and safety across the Group. The structured framework introduced WHS State Committees in Q2, followed by a WHS National Committee in Q3. Chaired by CFO and Executive Sponsor Martyn Roberts, this national body addresses health, enterprise-wide safety and wellbeing strategies. Nine formally aligned its broader Safety and Wellbeing Framework with ISO 45001 standards in February 2026. Performance Data Indicators FY26 FY25 Total claims lodged 42 15 Lost Time Injuries (LTI) 17 6 Lost Time Injury Frequency (LTIFR) 2.45 0.62 Medical Treatment Injuries (MTI) 25 9 Total Recordable Frequency (TRIFR) 6.06 1.86 Hazards identified 38 28 Sonder EAP Usage 44% 72% Note: The increased metrics reflect enhanced transparency, hazard awareness, and reporting mechanisms under the newly introduced framework. Strategy & Risk Governance Nine has developed a FY26-28+ Safety and Wellbeing Strategy that focuses on accelerating a proactive safety culture, where safety and wellbeing are embedded into everyday operations, leadership and decision-making. The strategy aligns with Nine’s values and focuses on five key pillars: 1. Governance 2. Leadership and safety culture 3. Strategic partnerships 4. Operational execution; and 5. Physical and psychosocial safety The strategy focuses on a phased rollout: establishing foundational compliance systems (FY26), building operational capability (FY27), and shifting to proactive risk management (FY28). In May 2026, Nine deployed its updated Risk Assessment Framework, delivering revised templates capturing psychosocial hazards, leader implementation guides, and mandatory employee e-learning modules. Leadership Development Leading@Nine The flagship Leading@Nine program delivered measurable improvements in organisational capability. The latest engagement survey demonstrates that leaders who completed the program achieved up to an 8-point variance in positive direct-report perceptions compared to non- participants. To scale this support, Nine launched an AI-coded People Leader Toolkit to deliver real-time, on-demand operational guidance and map out individualised leadership growth paths. Concurrently, the Strategic Leader Development Program introduced immersive commercial simulations to strengthen commercial acumen and align leadership behaviour with enterprise strategy. This program utilises a customised 360-degree feedback tool paired with professional coaching debriefs. Additionally, leadership mindsets are being shifted to embrace AI capabilities. Partnering with the Digital and Product teams, this integration optimises daily workflows and unlocks critical strategic time for high-impact growth priorities. Social and Governance Reporting Diversity, Equity & Inclusion Nine launched its five-year DEI Strategy in December 2025 as a key deliverable of the Corporate Culture Action Plan. The strategy is built on four core pillars and is supported by two key enablers, Nine Communities (Employee Resource Groups) and Inclusive Communication. Pillar 1: Capability Nine continues to invest in organisational DEI capabilities. Key initiatives include expanding the internal 'Inclusion Series' with dedicated First Nations awareness toolkits, integrating Inclusive Leadership into the Leading@Nine curriculum, and partnering with external advisors such as Pride in Diversity (LGBTQIA+ Allyship training) and Inclusively Made (inclusive production accreditations). Pillar 2: Accountability The Reconciliation Action Plan (RAP) is progressing on schedule, guided by an internal working group of 24 employees alongside corporate partner YarnnUp. Initial milestones include a baseline workforce diversity audit, Executive cultural training, and a targeted First Nations recruitment business case. Nine remains on track to fulfil all outstanding commitments by September 2026. Future Action Plans are also in the formation stage, as we work with each individual body (Pride in Diversity, Australian Disability Network, Workplace Gender Equality Agency, Media Diversity Australia) to finalise an intersectional framework approach that includes our RAP. We saw a drop in our Gender Pay Gap year-on-year (as detailed in the Workplace Gender Equality Agency Employer tables) and have made commitments over the next three years to meet further targets ratified by our executive and board. Pillar 3: Representation On International Women’s Day 2026, Nine launched the Gender Equity Mentoring Program, matching 46 women and gender-diverse employees with 23 senior leaders for a six-month formal mentorship. Talent Acquisition has widened its sourcing channels by leveraging specialised platforms like the Koori Mail and the Media Diversity Australia Talent Hub. We continue to collaborate across industry, participating in forums such as the Screen Diversity Inclusion Network and Media Diversity Australia’s industry roundtable, in both cases continuing our commitment to collecting and sharing relevant data on diverse representation. Pillar 4: Integration Inclusion principles have been systematically integrated into organisational design and workforce planning workflows, and Corporate People Policies have been updated to adopt contemporary inclusive language and real-world case studies reflecting diverse workforce experiences. Strategy Enablers: Nine Communities and Inclusive Communication Our Employee Resource Groups, Nine Communities, drive grass-roots advocacy. Notably, the Pride Community’s action plan led to Nine earning the Bronze tier employer certification in the Australian Workplace Equality Index (AWEI). Internal cultural awareness campaigns were activated nationwide across key milestones, including the International Day for People with Disabilities, Mardi Gras, International Women’s Day, Harmony Week, and Pride Month. Culture Culture Action Plan Progress Nine has accelerated its workplace transformation by completing 77% (17 of 22) of the independent review recommendations. In FY26, Nine deployed a new Human Resources Information System (HRIS), received Board endorsement of the five-year DEI Strategy, and implemented mandatory Shared Culture KPIs linked to short-term incentive plans for senior executives. PX Pulse Survey The June 2026 PX Pulse Survey indicates clear cultural progress: headline engagement rose to 67%, and 70% of employees reported a strong sense of belonging. Direct people leaders remain an organisational strength, scoring highly in trust (83%), values-led behaviour (84%), and valuing diverse perspectives (80%). Future initiatives will focus on embedding psychological safety, elevating behavioural accountability, and increasing leadership transparency to ensure all employees feel safe to speak up. Integrating Our Group Foundations In September 2025, we launched Nine's Group Foundations. These define Nine’s vision, purpose, strategy and values. The addition of our new value, 'Move Forward as One' establishes clear behavioural frameworks to eliminate operational silos, streamline decision-making, and promote an enterprise-first mindset. 56 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements55 Nine Entertainment Co., Annual Report
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THIS PAGE HAS BEEN INTENTIONALL Y LEFT BLANK Nine Cares Nine is committed to social responsibility. By leveraging reach across Nine’s assets, we bring awareness to pivotal causes through impactful storytelling - leaving no stone unturned to support communities and sectors across the nation. FY26 Highlights & Key Partnerships Throughout FY26, Nine drove meaningful change across sporting, social advocacy, mental wellbeing and medical pillars. Our partnership with Paralympics Australia and the Australian Tennis Foundation elevated para-athletes and sporting accessibility. Social advocacy continued to have a dedicated focus on domestic violence and disadvantaged homelessness support. Working with the Gidget Foundation, we supported expecting, new and potential parents. We also supported evidence-based mental health programs through Indigenous-owned Goanna Academy. Medical research funding and awareness remained a key focus pillar. Partnerships included Mark Hughes Foundation for the 10th year, and the NRL The Kids' Cancer Project, and Children's Hospital Telethons. In FY26, Nine delivered over $62m in community coverage, media inventory, and direct donations. This massive footprint was achieved through bespoke content initiatives, including Nine’s iconic Telethons in Melbourne and Brisbane, the Vision Australia Carols by Candlelight broadcast, and targeted marketing campaigns spanning our Streaming & Broadcast, Publishing, and Audio networks. Staff engagement remains a cornerstone of Nine’s social responsibility strategy. We continue to empower our people to give back to the causes they care about most by actively encouraging the utilisation of their two annual paid volunteer days, fostering a deep culture of community support from the inside out. FY26 Media Value Summary Asset / Initiative Value Community Service Announcements (All Platforms) $21.0m Digital Display $1.7m Broadcast Telethons $18.4m Radiothon (2GB & Podcasts) $0.5m Vision Australia – Carols by Candlelight $2.0m Editorial (In-Program Integration) $18.3m Corporate Donations (inc prizing, hosts, events) $0.3m Total Impact $62.2m " Delivering preventative mental health education dir ectly into regional, remote, and metropolitan communities is at the heart of what the Goanna Academy does, but taking that message nationwide wouldn't be possible without Nine and Nine Cares. The scale of the Nine ecosystem has been transfo rmative. From covering the launch across news, print, and radio to broadcasting the message into millions of homes through Wide World of Sports - Nine has provided a national platform that ensures no one feels like they have to suffer in silence. Nine 's belief in this mission and its commitment to helping Australians Stick With It is something the Goanna Academy values immensely." 58 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements57 Nine Entertainment Co., Annual Report
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Corporate Governance OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements 59 Nine Entertainment Co., Annual Report 60Year ended 30 June 2026
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Corporate Governance Statement 2026 This Corporate Governance Statement provides an outline of the corporate governance framework for Nine Entertainment Co. Holdings Limited (Nine or the Company) for the year to 30 June 2026 (Reporting Period), demonstrating the extent to which Nine has complied with the ASX’s Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th edition). This statement was approved by the Board. 1 Board and Management 1.1 Role of the Board The role and responsibilities of Nine’s Board, consistent with the Board Charter1, include: I. def ining Nine’s purpose, strategic objectives and risk appetite; II. appr oving Nine’s budgets and business plans; III. appr oving Nine’s annual report including the financial statements, directors’ report, remuneration report and this Corporate Governance Statement; IV. appr oving major borrowing and debt arrangements, the acquisition, establishment, disposal or cessation of any significant business of the company, any significant capital expenditure and the issue of any shares, options, equity instruments or other securities in Nine; V. ass essing performance against strategies to monitor both the performance of the Chief Executive Officer and other executives as determined from time to time by the People & Culture Committee; VI. set ting the framework to ensure that Nine acts legally and responsibly on all matters and that the highest ethical standards are maintained. This includes approving Nine’s environmental, social and governance ( ESG) policy and strategy, Nine’s statement of values and Code of Conduct; VII. over seeing Nine’s relationship with the Australian Securities Exchange and other regulators, and implementation of policies regarding disclosure and communications with the market and Nine’s share-holders; VIII. moni toring and approving changes to internal governance including delegated authorities, and monitoring resources available to senior management; and IX. mon itoring the mix of skills, experience, expertise and diversity on the Board and, when necessary, appointing new directors, for approval by shareholders. Further, with the guidance of the Board’s People & Culture Committee, the Board is responsible for: I. ensur ing Nine’s remuneration framework and policies are aligned with its purpose, values, strategic objectives and risk appetite; II. eva luating and approving the remuneration packages of the Chief Executive Officer and direct reports to the Chief Executive Officer; III. moni toring compliance with the Non-Executive Director remuneration pool and recommending any changes to the pool; IV. admi nistering short- and long-term incentive plans and engaging external remuneration consultants, as appropriate; V. app ointing, evaluating or removing the Chief Executive Officer, and approving appointments or removal of all other members of senior management; and VI. cul ture, workplace health and safety, employee engagement and Nine’s Code of Conduct. With the guidance of the Audit & Risk Management Committee, the Board is ultimately responsible for: I. prep aring and presenting Nine’s financial statements and reports; II. over seeing Nine’s financial reporting, including reviewing the integrity and suitability of Nine’s accounting policies and principles and how they are applied, and ensuring they are used in accordance with the statutory financial reporting framework; III. ass essing information from external auditors to ensure the quality of financial reports; IV. over seeing the adequacy of Nine’s financial controls and systems; V. rev iewing, monitoring and approving Nine’s risk management framework, policies, procedures and systems for managing financial and non-financial risks; VI. over seeing Nine’s ESG initiatives and compliance with Australian Sustainability Reporting Standards; and VII. man aging internal and external audit arrangements and auditor independence. With the guidance of the Nominations Committee, the Board is ultimately responsible for: I. nom ination, appointment and removal of non-executive directors and the Chief Executive Officer (including consideration of diversity and whether to recommend re-election of a director); II. ass essing the necessary and preferable skills and experience for non-executive directors; III. suc cession planning for directors; and IV. ass essing the independence of non-executive directors. 1.2 Delegation to Management The responsibility for the operation and administration of Nine and its wholly owned subsidiaries (the Group) is delegated, by the Board, to the Chief Executive Officer and senior management within levels of authority specified by the Board from time to time. The Board ensures that this team is appropriately qualified and experienced to discharge its responsibilities and has in place procedures to assess the performance of the senior management team. During the year, the delegation of authority across the Group was reviewed and updated, to reflect changes in Nine’s business and the structure of Nine’s senior management team. The Chief Executive Officer’s role includes: I. respo nsibility for the effective leadership of the management team; II. the d evelopment of strategic objectives for the business in collaboration with the Board; and III. the day-to-day management of Nine’s operations. The Chief Executive Officer may delegate aspects of his authority and power but remains accountable to the Board for Nine’s performance and reports regularly to the Board on the conduct and performance of Nine’s business units. 1. Copies of the Board Charter, Committee Charters and governance policies referred to in this Corporate Governance Statement are all available on Nine ’s website https://www.nineforbrands.com.au/corporate-governance-2/ 62 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements61 Nine Entertainment Co., Annual Report
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1.3 Board Composition The Board consisted of a majority of independent directors during the Reporting Period. Andrew Lancaster and Chris Halios-Lewis are not considered independent directors due to their relationship with Birketu Pty Ltd which is a substantial shareholder of Nine. At all times during the Reporting Period, the Chair was an independent director and not the same person as the Chief Executive Officer and the Board maintained a majority of independent non-executive directors. Further, all Board subcommittees are comprised of a majority of independent directors and are chaired by independent directors. Name Tenure Independent Committee membership Peter Tonagh From 14 January 2025 Ye s ‐ Chair from 7 November 2025 ‐ Member of the People & Culture Committee ‐ Chair of the Nominations Committee from 6 November 2025 ‐ Member of the Audit & Risk Management Committee from 6 November 2025 Matthew Stanton From 13 March 2025 No ‐ None Chris Halios-Lewis From 26 March 2026 No ‐ None Andrew Lancaster From 1 April 2021 No ‐ Member of the Nominations Committee Timothy Longstaff From 1 January 2025 Ye s ‐ Chair of the Audit & Risk Management Committee Mandy Pattinson From 1 August 2023 Ye s ‐ Member of the Nominations Committee ‐ Chair of the People & Culture Committee Mickie Rosen From 7 December 2018 Ye s ‐ Member of the Audit & Risk Management Committee ‐ Member of the Nominations Committee ‐ Member of the People & Culture Committee from 6 November 2025 Catherine West From 9 May 2016 to 7 November 2025 Ye s ‐ Member of the Audit & Risk Management Committee to 6 November 2025 ‐ Chair of the Nominations Committee to 6 November 2025 ‐ Member of the People & Culture Committee to 6 November 2025 Details of Nine’s directors’ (Directors) skills, experience and expertise and their attendances at Board and Committee meetings are contained in the Annual Report. 1.4 Company Secretary The Board appoints and removes the Company Secretary. All Directors have direct access to the Company Secretary who supports the effectiveness of the Board by monitoring that Board policy and procedures are followed, and co-ordinates the completion and despatch of Board agendas and papers. The Company Secretary is accountable to the Board through the Chair, on all corporate governance matters. 2 Board Appointment and Reviews 2.1 Board Appointment and Induction The processes to address succession of Directors and ensuring that the Board comprises an appropriate mix of skills, knowledge, diversity, independence and experience are managed by the Nominations Committee. Where a casual vacancy is to be filled, the Board typically considers the skills and expertise which it would be beneficial to add to the Board, then identifies suitable candidates (using an external search adviser if necessary). A review process is carried out by the Committee, before a candidate is proposed to the whole Board for approval. When Directors are proposed to shareholders for election or re-election, detailed information about the Director, their professional background and areas of expertise are provided to shareholders, so that the shareholders have all material information relevant to a decision whether or not to elect or re-elect that Director. All Directors are issued with a letter of appointment that sets out the key terms of their appointment and the Company’s expectations regarding involvement with Nine. Nine provides briefings to new Directors on its business and strategy and the Directors’ roles and responsibilities and access to previous board papers, as part of the induction. Directors may meet with the Company’s auditors to receive a detailed briefing on Nine’s financial reporting and audit issues. All Directors are expected and encouraged to engage in professional development activities to develop and maintain the skills and knowledge needed to perform their roles as Directors. In addition, ongoing engagement with senior management across the business provides the Directors with development of their knowledge of industry issues. Directors may obtain independent professional advice at Nine’s expense on matters arising in the course of their Board and Committee duties, after obtaining the Chair’s approval. The other Directors must be advised if the Chair’s approval is withheld. 2.2 Remuneration The Remuneration Report sets out Nine’s policies and practices regarding the remuneration of non-executive Directors, executive Directors and other Key Management Personnel. It also provides details of the remuneration paid to Directors and certain other senior management of Nine in the Reporting Period. Nine has a written employment agreement with each senior executive, setting out the terms on which she or he is engaged by the Company, including the components of fixed and variable or at-risk remuneration payable to the senior executive. 2.3 Board Skills Matrix The Board has adopted a skills matrix which is used, together with a consideration of the diversity present among the Board, in assessing the composition of the Board from time to time. During the Reporting Period, the Board updated the skills matrix to better reflect the changes in Nine’s assets over the year, and the skills and experience which are most important to the business in light of those changes. The skills identified are: Strategy & portfolio optimisation Developing, executing (including as a senior executive with operational responsibility) and/or overseeing the strategic direction of an organisation; expertise in optimising value and performance across a diversified portfolio of business units, including capital allocation, inter-business synergies and strategic prioritisation. Industry expertise Working in or with the news, sports, entertainment media industry or the out-of-home advertising sector, in a significant capacity. Data and technology Experience in technology transformation, including managing significant product and technology teams and initiatives; management and commercialisation of data assets; and artificial intelligence (AI) — encompassing both the strategic application of AI and its operational implementation, including deploying AI tools at scale, managing AI-related risks, and embedding AI capability into business workflows and products. Advertising sales & ad technology Deep expertise in advertising sales across multiple platforms including digital, broadcast and out-of-home; experience in programmatic advertising, ad technology platforms, audience targeting and cross-platform revenue optimisation; familiarity with agency and advertiser relationships at scale. Audience development & subscription models Experience in growing and engaging audiences across television, streaming, audio, and publishing, and building subscription businesses with expertise in subscriber acquisition, retention, and pricing Leading people, culture and change Expertise in building culture and people management, particularly through periods of change in a business or industry. Political / regulatory Understanding of the political and regulatory environment; experience in influencing that environment, including broadcasting, media ownership, out-of-home planning regulation, and AI/data policy. Managing risk Developing, implementing and overseeing risk management policies and procedures for a substantial organisation (including cyber security, climate and ESG risks) and exposure to legal or business affairs issues relevant to Nine's business. ASX governance and stakeholder management Experience of the corporate governance and regulatory framework that applies to an ASX listed company, including management of key relationships. Financial / tax Experience working in a relevant field (CFO or professional services) or exposure to financial and tax issues relevant to Nine's business and expertise in debt / capital markets. 64 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements63 Nine Entertainment Co., Annual Report
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Strategy & portfolio optimisation Industry expertise Data and technology Advertising sales & ad technology Audience development & subscription models Leading people, culture and change Political/regulatory Managing risk Asx governance and stakeholder management Financial/tax 0 20 40 60 80 100 Skills Matrix 2.4 Re view Processes The Board carries out a review of the performance of the Board and Directors and each committee reviews its performance. Directors and some members of the Nine management team completed a detailed survey covering a broad range of aspects of the Board’s and Committees’ operation and performance, which the Board then discussed. Nine has an employee performance review process which operates throughout the company. In addition, the People & Culture Committee reviews performance of the Chief Executive Officer and other senior management, in the context of determining incentives and remuneration. This took place in respect of the Reporting Period. 3 Committees 3.1 People & Culture Committee The People & Culture Committee Charter sets out the terms of reference for the People & Culture Committee. The Committee’s key responsibilities and functions are to assist the Board in discharging its responsibilities in connection with: I. remunera tion framework and policies (including approving remuneration arrangements for the Chief Executive Officer, Directors and senior management); II. short - and long-term incentive plans; III. succe ssion and development plans for the Chief Executive Officer and senior management; IV. set ting objectives for achieving diversity and monitoring progress in meeting those objectives; V. wor kplace health and safety, including psychosocial safety; and VI. emp loyee engagement and Nine’s Code of Conduct. At all times during the Reporting Period, the People & Culture Committee comprised a majority of independent Directors and was chaired by an independent Director. At all times during the year, the Committee was comprised of at least three members. The Board considers that the current members, taken as a whole, satisfy the mix of skills identified in the skills matrix, as a majority of Directors have a high level of expertise across each of the skills identified in the skills matrix. The Board also demonstrates diversity in terms of gender and international work experience. 3.2 Audit & Risk Management Committee The Audit & Risk Management Committee Charter sets out the terms of reference for the Audit & Risk Management Committee. The Committee’s key responsibilities and functions are to assist the Board in discharging its responsibilities: I. to p repare and present Nine’s financial statements and reports; II. in re lation to Nine’s financial reporting, including reviewing the integrity and suitability of accounting policies and principles, assessing significant estimates and judgements in financial reports and assessing information from internal and external auditors to ensure the quality of financial reports; III. in re lation to the entry into, approval, or disclosure, of related party transactions (if any); IV. in ov erseeing the adequacy of Nine’s financial controls and systems; V. in ov erseeing key financial policies around hedging and liquidity; VI. to re view, monitor and approve Nine’s risk management framework, policies, procedures and systems for financial and non-financial risks; VII. to m anage audit arrangements and auditor independence; VIII. to re view and monitor Nine’s program for managing cyber security risks; and IX. in ov erseeing Nine’s ESG initiatives and sustainability reporting, including under the Australian Sustainability Reporting Standards (ASRS). At all times during the Reporting Period, the Audit & Risk Management Committee comprised a majority of independent Directors and was chaired by an independent Director. It had at least three members throughout the Reporting Period. 3.3 Nominations Committee The Nominations Committee Charter sets out the terms of reference for the Nominations Committee. The Committee’s key responsibilities and functions are to assist the Board in discharging its responsibilities in connection with: I. nom ination, appointment and removal of non-executive directors and the Chief Executive Officer (including consideration of diversity and whether to recommend re-election of a director); II. ass essing the necessary and preferable skills and experience for non-executive directors; III. suc cession planning for directors; and IV. ass essing the independence of non-executive directors. At all times during the Reporting Period, the Nominations Committee comprised a majority of independent Directors and was chaired by an independent Director. It had at least three members throughout the Reporting Period. 66 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements65 Nine Entertainment Co., Annual Report
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4 Reporting and Risk 4.1 Risk Management Nine recognises that risk is an accepted part of doing business, enabling the creation of long-term shareholder value. Nine is committed to the identification, monitoring and management of key risks, to protect and enhance shareholder interests. Responsibility for risk management is shared across the organisation: I. The B oard is responsible for approving Nine’s Risk Management Policy and for determining Nine’s approach to and appetite for risk, taking into account Nine’s strategic objectives and other factors including stakeholder expectations. II. The B oard has delegated to the Audit & Risk Management Committee responsibility for: a. iden tifying major risk areas (including cyber security risk); ; b. per iodically reviewing, monitoring and approving Nine’s risk management framework, policies, procedures and systems to provide assurance that major business risks are identified, consistently assessed and appropriately addressed; c. ensur ing that risk considerations are incorporated into strategic and business planning; d. pro viding risk management updates to the Board and any supplementary information required to provide the Board with confidence that key risks are being appropriately managed and making recommendations on changes to Nine’s risk management framework; e. rev iewing reports from management concerning compliance with key laws, regulations, licences and standards which Nine is required to satisfy in order to operate; f. over seeing the effectiveness of Nine’s financial controls and systems; g. ove rseeing tax compliance and tax risk management; h. rev iewing any material findings of any examinations by regulatory agencies; i. rev iewing any material incident involving a fraud or a breakdown of Nine’s risk controls; j. over seeing the progress of Nine’s ESG-related activities; and k. eva luating the structure and adequacy of the Group’s insurance coverage. III. Nine management is responsible for establishing operational processes and policies to support Nine’ s risk management framework, including identifying major risk areas and effectively identifying, monitoring, reporting on and managing key business risks. iv. Each employee and contractor is expected to understand and manage the risks within their responsibility and boundaries of authority, as set out in Nine’ s internal policies, when making decisions and undertaking day-to-day activities. Nine has processes in place to identify and assess key risks, whether at an enterprise level or a project level, and to manage those risks. Nine’s Risk and Assurance function, with oversight from the Audit & Risk Management Committee, implements a continuous process of communication with internal stakeholders to understand and influence the risk environment affecting Nine. It also conducts annual examinations of Nine’s external and internal environments, to establish the parameters within which risks must be managed. Key business risks are discussed below and are further outlined in the Operating and Financial Review section of the Annual Report. Nine’s internal processes for risk management include establishing operating plans and budgets, periodic reforecasting and monitoring of progress against the approved plans and budgets. There are controls in place in relation to matters such as approval of payments and approval of contracts, which are designed to ensure that levels of delegated authority are adhered to. Staff and business units have both financial and non-financial KPIs, which are monitored. Nine has a thorough system for managing workplace safety, including regular reviews of policies and operating procedures, training for staff and consultation with staff through WHS committees at each site and regular site inspections to identify any changes in risks. During the Reporting Period, Nine, including through the Audit & Risk Management Committee, continued to review its risk management framework, including re-assessing the major risk areas for the business. Through these activities, the Audit & Risk Management Committee has reviewed Nine’s risk management framework and satisfied itself that it continues to be sound and that Nine is operating with due regard to an appropriate risk appetite. 4.2 Internal Audit Responsibility for internal audit is part of the broader Risk and Assurance function, managed by the Group Risk Director, who reports on internal audit activities at each meeting of the Audit & Risk Management Committee. The internal audit function’s goal is to bring a systematic, disciplined approach to evaluating and improving the effectiveness of risk management, control and governance over business processes, through independent, objective assurance. The internal audit plan is agreed with the Audit & Risk Management Committee annually, however it can be adapted as the need arises following consultation with the Committee. During the year, Nine conducted a number of reviews in the internal audit plan, using external service providers to provide specialist skills and capacity where appropriate. 4.3 Reporting by CEO and CFO The Chief Executive Officer and Chief Financial Officer are each responsible for reporting to the Audit & Risk Management Committee any proposed changes to the risk management framework. Any exposures or breaches of key policies or incidence of risks, where significant, must be reported to the Audit & Risk Management Committee and the Board. The Chief Executive Officer and Chief Financial Officer are required to provide to the Board declarations in accordance with section 295A of the Corporations Act which confirm: I. that the financial records of Nine have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of Nine’s financial position and performance; II. the ir view that the Company's financial reporting is founded on the basis of a sound system of risk management and internal compliance and control which implements the financial policies adopted by the Board; and III. tha t the Company's risk management and internal compliance and control system is operating effectively in all material respects. These declarations were provided before the half year accounts to 31 December 2025 and the full year accounts to 30 June 2026 were approved by the Board. 4.4 Verification of the Integrity of Unaudited Corporate Reports Nine periodically releases reports which have not been audited or reviewed by the auditors, such as the Directors’ Report and operating review which accompanies the financial statements, this Corporate Governance Statement and other elements of the Annual Report. Nine has a process to ensure that those reports are complete and accurate before they are released, which includes: ‐ Pre paration of drafts by experienced staff of Nine, who consult with relevant colleagues to ensure information is collected from necessary departments within Nine and consult with advisers as required; ‐ Rev iew of the drafts by relevant stakeholders who will have knowledge of the matters covered in the report, which may include the General Counsel, Head of Investor Relations, Chief Financial Officer, Deputy Chief Financial Officer, Group Financial Controller and Group Risk Director; and ‐ Whe re necessary or appropriate, approval by the Board or by the Company’s Disclosure Committee (which consists of the Chief Executive Officer, General Counsel & Company Secretary and Chief Financial Officer). 4.5 Material Exposure to Risks Nine recognises that as a part of doing business, and enabling the creation of long-term shareholder value, it may have exposure to specific risks that could impact on its ability to create value for its shareholders. Management regularly identifies key risks that have the potential to impact the business. Those identified risks include the following matters as well as associated steps that Nine is taking (in no particular order). ‐ Adv erse economic conditions and structural change affecting the media and advertising industries. Nine recognises the difficulties presented by challenging market and economic conditions. Nine is taking proactive steps to minimise its exposure through diversifying its revenue initiatives as well as strong program management. ‐ Unfa vourable policy or regulatory conditions. Existing and new regulations could have an adverse effect on Nine’s divisional activities. Nine proactively engages with government to ensure Nine is able to present its position and plan ahead. ‐ Ope rational disruption caused by technology outages, third party failure or unforeseen external factors. Nine operates a framework for managing disruption and outages, including incidents affecting key suppliers or caused by external factors such as extreme weather events. The framework operates on a 24x7 basis to minimise the risk of disruption to Nine’s operations. 68 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements67 Nine Entertainment Co., Annual Report
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‐ Cyber security breaches or compromises of confidentiality, integrity or availability of Nine data or systems. Ni ne operates a cyber security program that is aimed at maintaining an appropriate level of cyber security controls as well as processes for dealing with threats and potential breaches. ‐ Man aging risks associated with wage compliance, in particular compliance with applicable awards and EBA terms, and risks of staff underpayment. Wage compliance is a risk for any major corporation with a workforce comprising employees covered by an EBA and/or awards. Nine has proactively implemented a program for managing this risk through a combination of system and process controls. ‐ Fai lure to effectively and rapidly adopt AI and apply benefits at scale. The effective deployment of AI at scale is a key strategic priority for Nine. The organisation is investing in scaling this capability and ensuring broad adoption across all divisions. ‐ Del ayed or ineffective execution of Group strategy, including ineffective implementation of acquisitions or divestments or failure to properly manage change . Nine has identified this risk as heightened due to the number of recent acquisitions and divestments. Nine has dedicated teams and change programs to support the effective execution of group strategy, including change management associated with acquisitions and divestments. ‐ Fail ure to maintain an appropriate organisational culture that ensures staff safety and wellbeing . Nine acknowledges that maintaining an appropriate organisational culture is key to its success. Nine has implemented a Culture Action Plan supported by a highly-experienced P&C capability to ensure that it continues to maintain a positive culture. ‐ Fai lure to offer high quality relevant content, including securing sports rights on suitable terms . Nine acknowledges that being able to offer high quality content is a core expectation from shareholders and audience. Nine has highly capable teams that actively negotiate terms for the acquisition of that content on terms that are commercially acceptable and that support Nine’s distribution strategies. ‐ Inade quate leadership capability resulting in failing to implement business priorities and maintain engagement from the company’s workforce. Achieving Nine’s strategic priorities and risk management processes is dependent on high quality leadership. Nine manages this through a range of activities and programs aimed at selecting, training and supporting existing and future leaders. The Board and management will continue to monitor key risks in the business, including those listed above, throughout the upcoming reporting period. Further discussion regarding the key risks affecting Nine’s business and the way in which Nine manages those risks are outlined in the Operating and Financial Review in Nine’s Annual Report. 4.6 ESG risks and Mandatory Climate Reporting Nine’s Environmental, Social and Governance Policy is updated biannually, with the next update scheduled for FY27. Nine’s priorities under that policy are in the areas of: ‐ Fac ilitating trusted and independent journalism ‐ Cons umer data security and privacy ‐ Eth ical corporate conduct, including avoiding modern slavery, bribery and corruption ‐ Comm unity engagement and contribution ‐ Div ersity and inclusion ‐ Carb on emissions and climate-related financial disclosures Trusted and independent journalism: Nine understands that, as a media company, it has a role to play in supporting the community and upholding high standards in relation to its content. Nine undertakes a number of activities, including those described below, to engender trust and confidence in Nine. This is necessary for its continued social licence to operate and to mitigate some of the social risks relating to Nine’s operations. Nine’s activities as a broadcaster and publisher are managed in compliance with the Broadcasting Services Act 1992 (Cth), Commercial Television Code of Practice, the Press Council’s Statement of General Principles and other regulatory obligations which affect the material which Nine can broadcast and publish, and the manner in which Nine conducts operations. These set minimum standards for Nine’s content and provide its stakeholders with assurance about Nine as a trusted source of news and entertainment. Data security and privacy: There are a number of recent legislative changes and anticipated reform projects being pursued which could impact on the way in which Nine carries out its business activities, including its journalism, data security and privacy. Nine makes submissions, both directly and through industry bodies, to ensure that the role of broadcasters, publishers and content creators is properly taken account of, when policies which impact on their roles, such as the reforms of the Privacy Act, are considered. Nine regularly reviews policies on use of AI in its business given the potential impacts on data security and privacy, as well as the quality of Nine’s content, if AI is not used in a responsible manner. Ethical corporate conduct: Nine has prepared its Modern Slavery Statement for the Reporting Period. In doing so, Nine has reviewed elements of its supply chain to investigate whether Nine and its key suppliers are engaging in modern slavery practices. Nine’s Modern Slavery Statement provides further details of its focus in this area. During the Reporting Period, Nine implemented its Anti-Bribery Policy. Community engagement and contribution: Nine takes its role as a community participant seriously, and undertakes a number of initiatives to support the communities it operates in, including: ‐ pro viding free airtime and advertising space to community service organisations and charities for community service announcements; ‐ rai sing awareness of community and social impact matters and initiatives through its journalism across all platforms; ‐ acti vely supporting fundraising for a number of charities including the Mark Hughes Foundation Beanies for Brain Cancer fundraising drive; and ‐ pro viding opportunities for staff to volunteer (through paid volunteer leave) both with the charities supported by Nine Cares, including Orange Sky, St Vincent de Paul, Too Good Co and YoungCare, and charities of the individual’s choosing. Diversity and inclusion: As part of its commitment to enhancing Diversity and Inclusion, Nine has Diversity, Equity and Inclusion communities, built on Gender Equity, LGBTQIA+, Culture, Disability and First Nations. Each of these Communities has an Executive Sponsor and co-chairs drawn from across Nine. They provide support for people with lived experience, encouraging them to come together as a group to raise awareness and champion change. Carbon emissions and governance: Nine is continuing to develop and deepen its evaluation of the impact of climate change on its business and strategies. The Nine Board holds ultimate responsibility for setting and overseeing the Group’s climate strategy, delegating the quarterly review of climate-related risks to the Audit & Risk Management Committee. Following a qualitative scenario analysis completed during the current period, Nine concluded its strategy and business model demonstrate a high degree of resilience and the Group does not have a material exposure to environmental risks, given the nature of Nine’s business and geographically dispersed infrastructure. In FY26, Nine has adopted Australian Sustainability Reporting Standards. Nine understands that its impact on the environment is an important matter requiring increased attention and reporting, and is committed to improving its sustainable performance and reducing its carbon emissions footprint. Nine’s current approach is to maintain or reduce energy consumption, wherever practical, and focus on operational resilience and risk mitigation, which includes monitoring the increasing energy demands and transition risks associated with digital growth and AI. As part of this commitment, Nine is a foundation member of Sustainable Screens Australia, which is an industry-led initiative dedicated to promoting sustainable practices within the Australian film and television sector. It collaborates with industry leaders to integrate sustainability into everyday production processes. 70 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements69 Nine Entertainment Co., Annual Report
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5 Diversity 5.1 Diversity & Inclusion Policy Nine has adopted a Diversity & Inclusion Policy, to recognise the value of creating an inclusive workplace that is respectful of diversity. Nine acknowledges the positive outcomes achieved from a diverse workforce, and values the contribution of diverse skills and talent from its Directors and employees. Under the policy, diversity encompasses gender, age, ethnicity, cultural background, religion, sexual orientation, disability and mental impairment. The Diversity & Inclusion Policy requires the Board to set and monitor on an annual basis Nine’s performance against measurable diversity objectives. 5.2 Female Representation As at 30 June 2026, the proportion of men and women employed by Nine was as follows: Women Men Independent Directors 50% 50% Board of Directors 29% 71% Senior Executives 40% 60% Total Nine workforce 47% 53% For this purpose, “Senior Executives” are the Chief Executive Officer and direct reports to the Chief Executive Officer. 5.3 Objective s for FY26 Nine’s performance against its gender diversity objectives for the Reporting Period is detailed below: Objective Performance At least 40% of board positions to be held by women and at least 40% of such positions to be held by men MET: The Board considers independent Board representation to be the critical factor under its direct control. Excluding non-independent roles (the CEO and two Birketu Pty Ltd nominees), representation was split 50% women and 50% men. Across the total Board, women represented 29% at 30 June 2026, following the retirement of Catherine West (November 2025) and the appointment of Chris Halios-Lewis (March 2026). At least 40% of senior executive positions to be held by women (for this purpose, senior executives are the Chief Executive Officer and direct reports to the Chief Executive Officer) MET: Four out of ten of the senior executive positions are held by women. At least 40% of management positions to be held by women MET: Female representation reached 40%, reflecting Nine’s ongoing commitment to professional development and internal advancement. Achieve gender balance in leadership and talent development MET: Women received 52% of total promotions, and participation in the Leading @ Nine program maintained a 50/50 gender balance. Identified future talent pools are 50% female. Nine also sponsored employee attendance at the Future Women and Women in Media conferences. Monitor and review initiatives that drive equity and inclusion, including, but not limited to gender equity, across the business such as pay equity review, Diversity, Equity and Inclusion communities and flexible working. MET: Over 800 employees now participate in Nine Communities. Following the October 2024 “Out In the Open” report, Nine established a culture change program to improve workplace equity, inclusion, and accountability. This work remains ongoing. 5.4 Gender Diversity Objectives for FY27 The Board has adopted the following measurable objectives for FY27 for achieving gender diversity: ‐ At le ast 40% of independent board positions to be held by women and at least 40% of such positions to be held by men; ‐ At le ast 40% of senior executive positions to be held by women and at least 40% of such positions to be held by men (for this purpose, senior executives are the Chief Executive Officer and direct reports to the Chief Executive Officer); ‐ At le ast 40% of management positions to be held by women and at least 40% of such positions to be held by men; ‐ Achi eve gender balance in leadership and talent development; and ‐ Mon itor initiatives driving broader equity and inclusion, including pay equity reviews, employee resource groups and flexible working frameworks. 6 Corporate Governance Policies 6.1 Values Nine’s statement of its vision and purpose are: Vision: Together , we’ll be the creators of consumer-first experiences that matter . Purpose: At Nine, we shape culture by sparking conversations, challenging perspectives, informing and entertaining our communities. We bring people together by celebrating the big occasions and connecting the everyday moments. Australia Belongs Here. In conjunction with that purpose and vision, Nine has four values (https://ninecareers.com.au/life-at-nine/): ‐ Wal k The Talk ‐ Tur n Over Every Stone ‐ Keep It Human ‐ Mov e Forward As One Nine’s purpose is why we do what we do and is designed to guide decisions with a shared perspective, across all of Nine. The values are “how we do it”. The values have been rolled out across Nine’s business, as each part of the business considers what those values mean for how they work and the behaviours expected of all employees to demonstrate the values. 6.2 Code of Conduct Nine has a Code of Conduct which applies to all Directors and employees of Nine and its subsidiaries. The Code was substantially reviewed during the Reporting Period, to demonstrate better how Nine’s values relate to the expectations which Nine has of how our team engages with each other and other stakeholders. The Code of Conduct: ‐ set s the ethical standards required in relation to conduct of Nine’s business; ‐ pro vides clear guidance on Nine’s values and expectations of staff, in relation to matters such as communicating with respect and courtesy, engaging constructively and providing an inclusive environment; ‐ is a guide for making good decisions on matters such as protecting confidential information, receipt of gifts, compliance with laws, protecting Company assets and avoiding conflicts of interests; ‐ pro hibits giving or taking any bribes or improper payments in connection with doing business with Nine; and ‐ set s out the consequences for breaches of the Code of Conduct, which may include termination of employment. Any material breaches of the Code of Conduct are reported to the People & Culture Committee or, if any such breaches involve fraud or other financial misconduct, would be reported to the Audit & Risk Management Committee. The People & Culture Committee receives regular reporting on the number of investigations conducted into potential breaches of the Code of Conduct. 6.3 Securities Trading Policy Nine’s Securities Trading Policy has been developed to educate the Board and employees of the Group about their obligations under the Corporations Act in relation to trading in securities. The policy sets black-out periods in which shares cannot be traded by Directors and employees to whom the policy applies. It requires those individuals to obtain consent before any trading outside a black-out period is undertaken. The Securities Trading Policy prohibits employees from entering derivative or other transactions which limit economic risk in respect of any Nine securities which are unvested or subject to a holding lock. Nine is not aware of any breaches of the Securities Trading Policy during the Reporting Period. 72 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements71 Nine Entertainment Co., Annual Report
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6.4 Disclosure Policy Nine has a Disclosure Policy which sets out the processes which are followed to ensure compliance with the ASX Listing Rules in relation to continuous disclosure. Nine has a Disclosure Committee which is tasked with determining whether announcements on potentially price sensitive matters are required, the content of announcements and ensuring that announcements are made within the time frame required by the ASX Listing Rules. Nine’s Disclosure Policy requires that any briefing and presentation materials containing previously undisclosed information will be disclosed to the market through the ASX and Nine’s corporate website. Nine is not aware of any breaches of the Disclosure Policy during the Reporting Period. Directors are on an email distribution list which ensures they receive copies of all material market announcements promptly after they are released to the ASX. Nine ensures that any new and substantive investor or analyst presentation, such as the Annual General Meeting presentation and results presentations, is provided to the ASX Markets Announcement Platform before the presentation is provided to any third parties. 6.5 Shareholder Communications and Participation Nine has a Shareholder Communications Policy which promotes effective two-way communications with shareholders and other stakeholders and encourages effective participation at Nine’s general meetings. Nine’s website (www.nineforbrands. com.au) provides ready access for shareholders to key corporate governance documents, ASX releases, financial reports and other information of relevance to shareholders. The website is updated as soon as possible after documents are released to the ASX under Nine’s continuous disclosure obligations. The policy was complied with during the Reporting Period. Nine and its share registry, MUFG Corporate Markets, encourage shareholders to receive communications from Nine and its share registry electronically. The websites of Nine and the registry both provide contact points for shareholders to communicate with Nine and the registry electronically. Nine provides a webcast / teleconference facility for its results announcements, so that all shareholders can attend the presentation of the results, and its Annual General Meeting. Since 2022, Nine has held its AGM as a hybrid meeting, in preference to an in person only meeting, to facilitate shareholder participation, and intends to continue this. In addition, Nine’s constitution allows direct voting, giving shareholders a greater ability to participate directly in voting at the Annual General Meeting, if they are unable to attend the meeting. Shareholders are invited to submit questions ahead of the Annual General Meeting, so that any issues raised by shareholders in advance can be responded to. There is also an opportunity for shareholders to ask questions or comment on matters relevant to Nine at the Annual General Meeting. The Company’s auditor is always present at Annual General Meetings to answer questions about the conduct of the audit and the audit report. For some years, Nine has put all resolutions at its Annual General Meeting to shareholders by a poll, rather than by a show of hands. This is to support the principle of “one share, one vote” which is captured by the ASX Listing Rules, and ensures that the outcome of resolutions reflects the will of the shareholders. 6.6 Whistleblow er Policy Nine has a Whistleblower Policy which applies to all Directors and employees of Nine and its subsidiaries and has appointed a third-party service provider to provide a confidential, anonymous means for notifications to be provided under the Whistleblower Policy. Any material incidents reported under that policy will be reported to the People & Culture Committee or, if the incident relates to fraud or other financial misconduct, to the Audit & Risk Management Committee. A copy of the policy is available on Nine’s website. 6.7 Anti-Bribery P olicy Nine has an Anti-Bribery Policy which applies to all Directors and employees of Nine and its subsidiaries. Any material incidents reported under that policy will be reported to the People & Culture Committee or, if the incident relates to fraud or other financial misconduct, to the Audit & Risk Management Committee. A copy of the policy is available on Nine’s website. THIS PAGE HAS BEEN INTENTIONALL Y LEFT BLANK 74 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements73 Nine Entertainment Co., Annual Report
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Directors' Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements 75 Nine Entertainment Co., Annual Report 76Year ended 30 June 2026
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The Directors present the financial report for the year ended 30 June 2026. The financial report includes the results of Nine Entertainment Co. Holdings Limited (the “Company”) and the entities that it controlled during the period (the “Group”). Directors The Directors of the Company at any time during the year or up to the date of this report were as follows: Name Title Date Appointed Date Resigned Peter Tonagh Independent Non-Executive Chair 14 January 2025 Catherine West Independent Non-Executive Chair 9 May 2016 7 November 2025 Matthew Stanton Chief Executive Officer 13 March 2025 Andrew Lancaster Non-Executive Director 1 April 2021 Chris Halios-Lewis Non-Executive Director 26 March 2026 Leigh Terry Independent Non-Executive Director 26 August 2026 Mandy Pattinson Independent Non-Executive Director 1 August 2023 Mickie Rosen Independent Non-Executive Director 7 December 2018 Timothy Longstaff Independent Non-Executive Director 1 January 2025 Directors' Report Peter Tonagh Independent Non-Executive Chair Peter Tonagh was appointed an Independent Non-Executive Director in January 2025 and is a member of the People & Culture Committee. Mr. Tonagh brings extensive leadership experience across Australia’s media, technology, and analytics sectors. His career spans key roles at Deloitte, Boston Consulting Group, and Foxtel, where he served as CFO and later CEO. He was also CEO of News Corp Australia and interim CEO of REA Group Limited. Currently, Mr. Tonagh is Chair of Quantium and Bus Stop Films. He previously served as Deputy Chair of the ABC. He holds a Bachelor of Commerce from UNSW, an MBA from INSEAD, and has completed Harvard’s Business Analytics Program. Other listed company directorships: GTN Limited (since September 2020), Optima Technologies Limited (from January 2021 to July 2023) and Domain Holdings Australia Ltd (February 2025 to August 2025). Matthew Stanton Chief Executive Officer and Managing Director Matthew Stanton was appointed Nine’s Chief Executive Officer and Managing Director in March 2025, having served as Acting CEO from September 2024. He was previously Chief Financial & Strategy Officer and Managing Director, Olympics and Paralympics after joining Nine in August 2022. Mr. Stanton has led Nine through considerable cultural and operational change, increasing the focus on digital media assets that provide more diversity, scale and revenue growth. This strategy has seen a significant evolution in the businesses and brands under the Nine Group, with real estate platform Domain sold in 2025 followed by Nine’s radio and regional television broadcasting assets in early 2026. This paved the way for the acquisition of digital out of home advertising company QMS. This has strengthened Nine’s growth strategy through premium digitally-focused assets and created a unique and powerful content ecosystem that engages consumers from the ‘Sofa to the Street’. Under Mr. Stanton, Nine has not only continued to build its place as the home of premium sporting codes and major events, it’s brought a vigorous focus to grow these sports’ fan bases through the power of the Nine ecosystem. He played an integral role in negotiating Nine’s historic rights deals with the IOC for the Summer and Winter Olympic and Paralympic Games from 2024 through to the Brisbane games in 2032. Since assuming the role of CEO, he has secured several major rights deals including Rugby Union, The Premier League, Netball and most recently the National Rugby League. Mr. Stanton has extensive strategic and leadership experience across sectors including media, retail, food and beverage industries. His prior roles include Chief Executive Officer of Barambah Organics, Chief Transformation Officer at Woolworths, and Chief Executive Officer of Bauer Media (now Are Media). Mr. Stanton holds a BA (Hons) in Finance and Accounting, and is a member of Australian Institute of Company Directors. Other listed company directorships: Domain Holdings Australia Ltd (April 2024 to August 2025). Andrew Lancaster Non-Executive Director Andrew Lancaster joined the Board in April 2021 as a Non-independent Non-Executive Director and is a member and is a member of the Nominations Committee. Mr. Lancaster is CEO of the WIN Corporation, the distributor of Nine’s free to air television content in regional Australia, and Birketu Pty Ltd, Bruce Gordon’s investment company and Nine Entertainment Co’s largest individual shareholder. After more than 32 years in executive roles in Australian media, Mr Lancaster has a broad knowledge of all sectors of the Australian media industry with a strong focus on driving success and strategic change in the broadcast sector. Mr. Lancaster is currently a Director of Free TV Australia, Chair of the Illawarra Community Foundation and Chair of NRL Club, St George Illawarra Dragons. Mr. Lancaster holds a Master of Commerce Human Resource Management and a Bachelor of Economics and Management, both from the University of Wollongong. Chris Halios-Lewis Non-Executive Director Chris Halios-Lewis joined the Board in March 2026 as a Non-Independent, Non-Executive Director. Mr Halios- Lewis is Chief Financial Officer and Chief Operating Officer of WIN Corporation, Nine’s affiliate in regional Australia, and Chief Financial Officer of Birketu Pty Ltd, Nine’s largest individual shareholder. Mr Halios-Lewis has more than 25 years of experience in finance and accounting, predominantly within the media sector. He holds a Bachelor of Science Accounting degree from Cardiff University, and is a Fellow of Chartered Certified Accountants. Other listed company directorships: BSA Ltd (January 2021 to April 2025). 78 Year ended 30 June 202677 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Mickie Rosen Independent Non-Executive Director Mickie Rosen joined the Nine Board in December 2018 and is a member of the Audit and Risk Management, People and Culture, and Nominations Committees. She served on the Fairfax Board from March 2017 until its merger with Nine. Ms. Rosen lives in Los Angeles and has over three decades of strategy, operating, and advisory experience at the intersection of media, technology and e-commerce. She has built and led businesses for iconic global brands such as Yahoo, Fox, and Disney, and early-stage start-ups such as Hulu and Fandango. Ms. Rosen currently serves on listed boards in Australia and the United States, including Bank of Queensland Limited, Fabletics and Centurion Acquisition Corp, and advises early to growth stage companies. She also served on the boards of Pandora Media, FazeClan, and Ascendent Digital Acquisition Corp. Ms. Rosen was the President of Tribune Interactive and concurrently the President of the Los Angeles Times, the Senior Vice President of Global Media & Commerce for Yahoo, a partner for Fuse Capital, and an executive with Fox Interactive Media, Fandango, and The Walt Disney Company. The foundation of Ms. Rosen’s career was built with McKinsey & Company, and she holds an MBA from Harvard Business School. Other listed company directorships: Bank of Queensland Ltd (since March 2021) and Domain Holdings Australia Ltd (September 2024 to August 2025). Timothy Longstaff Independent Non-Executive Director Timothy Longstaff joined the Board in January 2025 as an independent Non-Executive Director, and is Chair of the Audit & Risk Management Committee. A chartered accountant who commenced his career in audit, Mr Longstaff has extensive experience in investment banking from more than 25 years with leading global firms including Deutsche Bank and JP Morgan. He has a strong background in advising Australian and international companies on strategic and transformational M&A projects, and in debt and equity capital markets. After his career in investment banking, Mr Longstaff held a senior role with a Cabinet Minister in the Australian Government in both the Trade, Tourism & Investment portfolio, and the Finance portfolio. Mr Longstaff is also a Director of the George Institute for Global Health and a member of the Australian Government’s Takeovers Panel. Mr Longstaff is a Fellow of the Institute of Chartered Accountants in Australia and New Zealand, a Fellow of the Australian Institute of Company Directors, and a Fellow of the Chartered Institute for Securities & Investment. Other listed company directorships: Aurizon Holdings Limited (since June 2023) and Inghams Group Limited (since January 2022) and Perenti Limited (August 2021 to April 2026). Leigh Terry Independent Non-Executive Director Leigh Terry was appointed an Independent Non-Executive Director in August 2026. Mr Terry brings more than 25 years of leadership experience across Europe and Asia-Pacific’s media, marketing and professional services sectors. Most recently, he served nine years as Chief Executive Officer of IPG Mediabrands Asia-Pacific, leading more than 5,000 people across 16 markets and directing media strategies and marketing investment deployment for many of the region’s largest advertisers. His prior roles include Chief Executive Officer of Omnicom Media Group Australia & New Zealand and National Managing Director of OMD Australia. Mr Terry has deep expertise in advertising alongside regional P&L stewardship, M&A integration, operating- model transformation, digital and data-led value creation. He has previously served on the Boards of both the Media Federation of Australia (MFA) and the Association for Data-Driven Marketing and Advertising (ADMA) and was a Visiting Fellow at the Queensland University of Technology School of Business. He holds a Bachelor of Arts (Hons) in Modern History from King’s College, University of London, and has completed the Australian Institute of Company Directors Course. Currently, Mr Terry is an Advisory Growth Committee Member of Women in Media, a national, not-for-profit initiative that exists to help women in media connect, learn and contribute. Mandy Pattinson Independent Non-Executive Director Mandy Pattinson is currently an executive consultant, drawing on her more than 25 years’ experience in the media and entertainment industries both locally and internationally. Prior to this, she spent more than 10 years at the global media giant, Discovery Communications. In her role as Executive Vice President and General Manager – Australia, New Zealand & Pacific Islands, Ms. Pattinson led a team focusing on building audience engagement and driving the rapid growth of Discovery’s brand portfolio across subscription TV channels and on-demand services locally in Australia and New Zealand. She previously held senior positions in the Consumer & Multimedia division of Optus across legal, regulatory, television and new media content. She was also a Board member of the Australian Subscription Television and Radio Association. Ms. Pattinson is a graduate of the Australian Institute of Company Directors, and has a Master of Laws from the University of NSW (Hons). Ms. Pattinson is also a director of TVNZ in New Zealand, since June 2026. 80 Year ended 30 June 202679 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Remuneration Report Th e Remuneration Report is set out on the pages that follow and forms part of this Directors’ Report. Directors’ Interests Th e relevant interests of each Director in the equity of the Company and related bodies corporate as at the date of this report are disclosed in the Remuneration Report. Directors’ Meetings Th e number of meetings of Directors (including meetings of committees of Directors) held during the year, and the number of meetings attended by each Director, were as follows: Board Audit & Risk Management Committee People & Culture Committee Nominations Committee Meetings held Meetings attended Meetings held Meetings attended Meetings held Meetings attended Meetings held Meetings attended Peter Tonagh1 16 16 2 2 5 5 3 3 Catherine West 2 8 8 2 2 3 3 – – Matthew Stanton 1 16 16 – – – – – – Andrew Lancaster 16 15 – – – – 3 3 Chris Halios-Lewis 1 5 5 – – – – – – Mandy Pattinson 16 15 – – 5 5 3 3 Mickie Rosen 16 15 4 4 2 2 3 3 Timothy Longstaff 1 16 16 4 4 – – – – 1. Represents meetings eligible to attend as a Member of the Board or relevant Committee. 2. Meeti ng held and attended before resignation. Company Secretary Rachel Launders Ms Launders was appointed joint Company Secretary on 4 February 2015 and became sole Company Secretary on 29 February 2016. Ms Launders holds the role of General Counsel and Company Secretary at the Group. Prior to joining the Group in January 2015, Ms Launders was a Partner at Gilbert + Tobin for over 13 years where she specialised in mergers and a cquisitions, cor porate governance and compliance. Ms Launders holds a Bachelor of Arts and Bachelor of Laws (Hons) from the University of Sydney. She also completed the Graduate Diploma of Applied Finance and Investment at the Financial Services Institute of Australasia and is a Fellow of the Financial Services Institute of Australasia and a graduate of the Australian In stitute of Company Directors. Principal Activities The principal activities of the entities within the Group during the year were: ‐ Broadc asting and program production across Free to Air television, Broadcast Video On Demand and Subscription Video On Demand in Australia; ‐ Publis hing across digital platforms and newspapers; and ‐ Out- of-home advertising and media services across a portfolio of owned and represented digital and static billboards, street furniture and airport locations. During the year, significant changes in the nature of the Group's activities during the year include the acquisition of the out-of-home advertising portfolio, the disposal of the Group's real estate media and technology services platform, and the disposal of the Group’s regional TV assets and metropolitan radio networks. Dividends During the period, Nine Entertainment Co. Holdings Limited paid: ‐ a divi dend of 4.0 cents per share, fully franked, amounting to $63,427,955 in respect of the year ended 30 June 2025; and ‐ a spec ial dividend, fully franked, of 49.0 cents amounting to $777,023,440, and an interim dividend of 4.5 cents per share amounting to $71,359,087, in respect of the year ended 30 June 2026. Since the end of the financial period, the Company has proposed a dividend in respect of the year ended 30 June 2026 of 3.0 cents per share, amounting to $47,572,864. Corporate Information Nine Entertainment Co. Holdings Limited is a company limited by shares that is incorporated and domiciled in Australia. It is the parent entity of the Group. The registered office of Nine Entertainment Co. Holdings Limited is: Level 9, 1 Denison Street, North Sydney, NSW 2060. Review of Operations For the year to 30 June 2026, the Group reported a consolidated net profit after income tax of $510,567,000 (30 June 2025: net profit after income tax of $133,338,000). The Group’s revenues increased by $67,334,000 (3%) to $2,198,968,000 (30 June 2025: $2,131,634,000) and earnings before interest, tax, depreciation and amortisation (EBITDA), before Specific Items (Note 2.4), was a profit of $378,755,000 (30 June 2025: $324,408,000). The Group’s EBIT before acquisition-related intangibles asset amortisation (EBITA), and before Specific Items (Note 2.4), was a profit of $235,273,000 (30 June 2025: $221,941,000). The Group’s cash flows generated in operations for the year to 30 June 2026 were $162,215,000 (30 June 2025: $379,601,000). Further information is provided in the Operating and Financial Review on pages 15 to 24. Significant Changes in the State of Affairs Acquisitions On 31 March 2026, the Group acquired 100% of the issued capital of Shelley TopCo Pty Ltd (QMS Media) on a cash and debt free basis for $850.0 million. QMS is a leading digital outdoor media platform, with operations in Australia and New Zealand. With a footprint concentrated in metro areas, QMS adds a digitally focused and growing media platform that complements Nine’s existing media assets, whilst also benefiting from being part of the broader Nine Group. Divestments The following divestments were completed during the period and are disclosed as Discontinued Operations in the 30 June 2026 financial statements: ‐ On 7 Aug ust 2025, CoStar Group acquired 100% of the shares in Domain Holdings Australia Limited. Before this transaction, the Group held a controlling ownership stake in Domain which was consolidated into the Nine Group results, with the business representing a significant operating segment of the Group. As a result of this transaction, the Group received $1.68 billion in cash proceeds and recognised a gain on sale of $670.3 million; ‐ On 30 Ap ril 2026, the Group disposed of Nine Radio, including all broadcast radio assets (2GB, 3AW, 4BC, 6PR, 2UE, Magic1278 and 4BH). Before this transaction, the business was consolidated into the Group's results as part of the ‘Streaming and Broadcast’ operating segment. As a result of this transaction, the Group received $56.0 million in cash proceeds and, after taking account of related tax benefits, recognised a gain on sale of $82.7 million; ‐ On 2 Jun e 2026, the Group disposed of NBN Television (NBN) and Darwin Television (NTD) to its regional partner, WIN Network. Prior to this transaction, the business was wholly-owned and consolidated into the Group's financial results as part of the ‘Streaming and Broadcast’ operating segment. Following this change, these businesses will form part of the affiliate network, owned and operated by WIN. As a result of this transaction, the Group received $20.5 million in cash proceeds and, after taking account of related tax benefits, recognised a gain on sale of $87.2 million; and ‐ On 15 Ju ne 2026, the Group disposed of Pedestrian Group. Before this transaction, the business was wholly-owned and consolidated into the Group's financial results as part of the ‘Publishing’ operating segment. As a result of this transaction, the Group received $1 cash proceeds and, after taking account of related tax benefits, recognised gain on sale of $14.0 million. 82 Year ended 30 June 202681 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Significant Events after the Balance Sheet Date Since the year end, the Directors have proposed a dividend of 3.0 cents per share in respect of the year ended 30 June 2026, amounting to $47,572,864 to be paid in October 2026 (30 June 2025: fully franked dividend of 4.0 cents per share amounting to $63,430,485). Likely Developments and Expected Results Other than the developments described in this report, the Directors are of the opinion that no other matters or circumstances will significantly affect the operations and expected results of the Group. Unissued Shares and Options As at the date of this report, there were no unissued ordinary shares or options. There have not been any share options issued during the year or subsequent to the year end. Indemnification and Insurance of Directors and Officers During or since the end of the financial year, Nine Entertainment Co. Holdings Limited has paid premiums in respect of a contract insuring all the Directors and Officers of the parent entity and its controlled entities against costs incurred by them in defending any legal proceedings arising out of their conduct while acting in their capacity as Director or Officer of Nine Entertainment Co. Holdings Limited or its controlled entities. The insurance contract specifically prohibits disclosure of the nature of the insurance cover, the limit of the aggregate liability and the premiums paid. Auditor's Independence Declaration The Directors have received the Auditor’s Independence Declaration, a copy of which is included on page 84. Indemnification of Auditors To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify Ernst & Young during or since the financial year. Non-Audit Services Details of amounts paid or payable to the auditor for non-audit services provided by the auditor during the year are set out in Note 7.3 of the Financial Statements. The Directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The nature and scope of each type of non-audit service provided means that auditor independence was not compromised. Rounding The amounts contained in the financial statements have been rounded off to the nearest thousand dollars (where rounding is applicable) under the option available to the Group under ASIC Corporations (Rounding in Financial / Directors’ Reports) Instrument 2026/183. Nine Entertainment Co. Holdings Limited is an entity to which the Instrument applies. Signed on behalf of the Directors in accordance with a resolution of the Directors. Peter Tonagh Mat thew Stanton Chair Chi ef Executive Officer and Director Sydney, 26 August 2026 Auditor’s Independence Declaration A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Ernst & Young 200 George Street Sydney NSW 2000 Australia GPO Box 2646 Sydney NSW 2001 Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 ey.com/au Auditor’s independence declaration to the directors of Nine Entertainment Co. Holdings Limited As lead auditor for the audit of the financial report of Nine Entertainment Co. Holdings Limited and for the review of the selective sustainability information in the sustainability report for the financial year ended 30 June 2026, I declare to the best of my knowledge and belief, there have been: a. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit and review; b. No contraventions of any applicable code of professional conduct in relation to the audit and review; and c. No non-audit services provided that contravene any applicable code of professional conduct in relation to the audit and review. This declaration is in respect of Nine Entertainment Co. Holdings Limited and the entities it controlled during the financial year. Ernst & Young Megan Wilson Partner 26 August 2026 84 Year ended 30 June 202683 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Remuneration Report 86 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements85 Nine Entertainment Co., Annual Report Year ended 30 June 2026 86
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Remuneration Report (Audited) CONTENTS 1. Key Management Personnel 2. Executive Summary 2.1. Summary of Executive Remuneration Outcomes for Current Executive KMP 3. Executive Remuneration 3.1. Remuneration Principles 3.2. Approach to Setting Remuneration 3.3. Remuneration Mix (at target) 3.4. Fixed Remuneration 3.5. Short-Term Incentive (STI) Plan 3.6. Long-Term Incentive (LTI) Plan 4. Linking Pay to Performance 4.1. Link Between Remuneration and Company Performance 4.2. Short-Term Incentives (STI) Outcomes 4.3. Long-Term Incentives (LTI) Outcomes 5. Executive Agreements 6. Remuneration Governance 6.1. The Board 6.2. People and Culture Committee (PCC) 6.3. Management 6.4. Use of Remuneration Consultants 6.5. Associated Policies 7 . Detailed disclosure of executive remuneration 7.1. Non-statutory remuneration disclosures 7.2. Statutory remuneration disclosures 7.3. Performance Rights and Share Interests of Key Management Personnel 8. Non-Executive Director (NED) Remuneration Arrangements and detailed disclosures of NED remuneration 9. Loans to Key Management Personnel and their related parties 10 . Other transactions and balances with Key Management Personnel and their related parties Letter from Committee Chair On behalf of the Board, I am pleased to present the Company's Remuneration Report for the financial year ended 30 June 2026 (FY26). In Mr Stanton's first full year leading Nine, the Group progressed its transformation into a data and digital-driven integrated media company, divesting Domain (funding a Special Dividend to shareholders), acquiring QMS Media, and reorganising regional television and legacy radio assets — all while maintaining cost discipline through a challenging macro backdrop of geopolitical volatility, a softening advertising market, and cost-of-living pressures. The Committee is conscious that this activity has not yet been reflected in the share price and we set out below how this has directly shaped this year's remuneration outcomes. Going forward, we are confident that the portfolio transformation better aligns with the creation of longer term shareholder value. FY26 Performance and STI Outcomes The FY26 STI is awarded on 50% Group EBITDA and 50% Individual Objectives. The remuneration outcomes for FY26 reflect a year that fell short on both financial and individual measures. Group EBITDA¹ was $334.9m, representing 95.9% of the $349.1m target (pre-specific items), which resulted a 59% payout for this portion of the STI. The Individual Objectives were assessed by the Board and awarded where achieved. For FY26, these were below target levels at payouts between 80%-95%, resulting in an overall FY26 STI outcome of between 72%-76% of target opportunity. FY24 LTI Outcomes The FY24 LTI, tested at the end of FY26, was structured across three independent three-year hurdles: 40% relative TSR, 40% EPS growth, and 20% a strategic digital-transformation hurdle. The two hurdles directly tied to shareholder returns - TSR and EPS growth, together 80% of the grant - were not met and did not vest. The Board separately assessed the digital transformation objectives set in 2024 as achieved, vesting that 20% strategic component in full. In aggregate, Executive KMP received 20% of the maximum available under the FY24 LTI, with the balance lapsing. Changes in FY26 The CEO's base remuneration increased 3.125%, consistent with the Executive team average, noting that base salary is reviewed separately from performance pay. Following the Domain divestment and resulting Special Dividend, the Board revised the allocation price used to determine FY26 LTI Rights to ensure economic neutrality for participants. Nine will seek shareholder approval at the 2026 AGM for an expanded FY26 allocation for Mr Stanton, calculated on this revised allocation basis but otherwise on the same terms basis as the original grant. The NED fee structure and pool were reviewed in FY26 and externally benchmarked as appropriate with no changes proposed. FY26 Changes in KMP Martyn Roberts was appointed CFO on 8 September 2025. Peter Tonagh, an independent NED since January 2025, became Chairman at the Annual General Meeting on 7 November 2025, succeeding Catherine West. Chris Halios-Lewis, CFO of Birketu Pty Ltd (Nine's largest shareholder), was appointed as a NED effective 26 March 2026. Cultural Review Update Nine has completed 17 of the 22 initiatives from the 2024 Independent Review, with the remainder underway and on target to deliver in agreed timeframes. For FY26, achievements include an enterprise-wide HRIS, Board approval of a five-year DEI Strategy, and mandatory shared culture KPIs tied to senior leadership STI. The June 2026 PX Pulse Survey showed encouraging results with engagement up 2 points to 67%, values-led leadership up 3 points to 84%, and trust in people leaders up 2 points to 83%. Focus areas ahead include psychological safety, behavioural accountability, and leadership transparency. Remuneration Framework — Looking Ahead With the portfolio reset now substantially complete, the Committee had external remuneration experts review the incentive framework in FY26 to ensure it remains squarely focused on the returns that the reset portfolio should now deliver. The framework was assessed as fit for purpose with specific improvements below to help drive a high-performance culture, increased transparency and greater shareholder alignment. For the FY27 STI, the previous 50% Group EBITDA portion will now be assessed against EBITA² as the financial metric to better reflect the impact of both capital allocation and core trading performance. A Group-wide culture objective continues for all executive leaders, focused on driving respect, collaboration, high performance and accountability, and the integration of AI for sustainable growth. For the FY27 LTI grant, the Committee has: ‐ main tained the 40% weighting to relative TSR as the primary shareholder-return measure, with an updated comparator group to ASX 150-250 excluding the Information Technology sector to better reflect our peer group; ‐ reta ined EPS growth at 40% weighting, reflecting the Committee’s view that earnings delivery remains the clearest value accretive metric following the portfolio reset; and 1. EBITDA before Specific Items of the wholly owned group at the inception of the financial year, which excludes Domain and QMS. As such, the budget and actual results inc lude the underlying performance, before Specific Items and excluding any related gain / loss on sale, of the Radio, NBN / NTD and Pedestrian Group businesses. 2. EBIT A – EBIT excluding amortisation from acquisition-related intangibles. 88 Year ended 30 June 202687 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial StatementsNine Entertainment Co., Annual Report87
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‐ sharpened the focus of the 20% strategic growth hurdle to c learer, measurable milestones around a shift in mix of earnings to higher growth segments while growing overall earnings. We will continue to assess whether further changes are warranted as the benefits of the reset portfolio come through in performance. We remain committed to ensuring our shareholders have a clear line of sight into how pay tracks performance and shareholder return. On behalf of the Board, I thank the Executive Team and the entire Nine workforce for their dedication to executing the business's strategic priorities. We hope you find the FY26 Remuneration Report informative and, as always, welcome your feedback. Mandy Pattinson Chair of the People and Culture Committee 1. Key Management Personnel This Remuneration Report outlines the remuneration framework and arrangements for the Group's Key Management Personnel (KMP) for the year ended 30 June 2026. KMP includes all individuals, such as Directors (Executive and Non-Executive), who possess the authority and responsibility, whether direct or indirect, for planning, directing, and controlling the major activities of the Group. The table below outlines the changes in Executive KMP and Directors that took place during the 2026 financial year. Key Management Personnel Name Position Term 2026 Non-Executive Directors (NEDs) Catherine West Chair (Independent Non-Executive) Up to 7 November 2025 Peter Tonagh Director (Independent Non-Executive) Full Y ear Chair (Independent Non-Executive) From 7 November 2025 Andrew Lancaster Director (Non-Executive) Full Y ear Christopher Halios-Lewis Director (Non-Executive) From 26 March 2026 Mandy Pattinson Director (Independent Non-Executive) Full Y ear Mickie Rosen Director (Independent Non-Executive) Full Y ear Timothy Longstaff Director (Independent Non-Executive) Full Y ear Executive Director Matthew Stanton Chief Executive Officer Full Y ear Executive KMP Martyn Roberts Chief Financial Officer From 8 September 2025 89 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements 90Year ended 30 June 2026
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2. Executive Summary The table below outlines each component of the remuneration framework, metrics and the link to Group strategic objectives. Component Performance Measure At risk portion Link to Strategic Objective Fixed remuneration Salary, non-monetary benefits and statutory superannuation. Further detail in section 3.4. Performance and delivery of key responsibilities as set out in the position description. Not applicable. Fixed remuneration is set at competitive levels to attract and retain high performance individuals. Other considerations include: ‐ Scope of role and responsibility; ‐ Capability, experience and competency; and ‐ Internal and external benchmarks. Annual short term incentive (STI) Cash payments and deferred shares. Further detail in section 3.5. Group Financial measure: 50% – Group Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) before Specific Items. Individual measures: 50% – Individual objectives related to the Executive KMP’s role and responsibilities. Chief Executive Officer: Target 100% of fixed remuneration, Maximum 150% of fixed remuneration. Other Executive KMP: Target 50% of fixed remuneration, Maximum 75% of fixed remuneration. The group financial measure rewards Group performance. Individual measures reflect individuals’ performance and contribution to the achievement of both Group and Business Unit short and long-term objectives. This year’s focus was on executing key FY26 initiatives, including strategic initiatives to drive revenue growth initiatives, drive operational model changes including cost savings initiatives, and implement initiatives to drive culture change. A portion is paid in cash (67%) and a portion delivered as Nine shares (33%), deferred for up to two years to ensure continued alignment to shareholder outcomes. Long-term incentive (LTI) Performance rights used to align the reward of executives to the returns generated for Nine shareholders. Further detail in section 3.6. 40% – Total Shareholder Return (TSR) – relative to S&P/ASX 200 Index companies. 40% – Earnings Per Share Growth (EPSG). 20% – Strategic Objectives. Hurdles are measured over a three-year performance period. No retesting. Chief Executive Officer: 125% of fixed remuneration. Other Executive KMP: 50% of fixed remuneration. Creates a strong link with the creation of shareholder value. Relative TSR was chosen as it provides an external market performance measure having regard to S&P/ASX 200 Index companies representing Consumer Discretionary, Consumer Staples, Information Technology and Communication Services. EPSG was chosen as it aligns with shareholder dividends over time. Strategic and transformation objectives are chosen to focus on key initiatives to position Nine for medium to long term growth and sustainability. For the FY26 grant, performance was based on objectives for Nine to continue growth in digital transformation, diversification away from traditional advertising revenue and improved performance of Nine’s marketplaces businesses. Total Remuneration The remuneration mix is designed to align executive remuneration and rewards to the creation of long-term shareholder value. The remuneration of Executive KMP is set on appointment and reviewed annually. In setting both fixed and total remuneration opportunities, we take into account a range of factors, including the executive's experience, competence, and performance, as well as competitive market dynamics and internal pay equity among peers. 2.1 Summary of remuneration outcomes for current Executive KMP The table below is a summary of remuneration outcomes for financial year 2026. Fixed remuneration ‐ During FY26, Matthew Stanton’s fixed remuneration was increased from $1, 600,000 to $1,650,000 on 1st October 2025. Martyn Roberts was appointed as Chief Financial Officer on 8 September 2025, at a fixed remuneration of $950,000. Short-term Incentive (STI) ‐ The Group financial target set by the Board for FY26 was set at Group EBITDA of $349.1 million (before Specific Items). ‐ The reported FY26 Group EBITDA¹ (before Specific Items) was $334.9 million, resulting in the Group Financial target being achieved at 95.9% of target which resulted in a 59% payment for this portion of the STI. ‐ The individual objectives were assessed by the Board and awarded where achieved. This represents 50% of the STI opportunity. ‐ Consequently overall FY26 short-term incentive payments to Executive KMP were below target levels at payouts of between 72% and 76% of target opportunity. Long-term Incentive (LTI) ‐ FY26 LTI grants for Executive KMP were made in line with plan rules. ‐ Following the divestment of Domain and subsequent payment of a $0.49 special dividend to shareholders on 11 September 2025, the Board exercised its discretion under the Performance Rights Plan Rules to adjust the allocation price used to calculate the number of FY26 LTI Rights already issued. Because L TI participants do not receive dividend payments on unvested awards, the allocation price was reduced by $0.49 to reflect the post-distribution share price value. This adjustment ensured LTI grant face values remained economically neutral and preserved alignment between executive incentives and long-term shareholder value creation following the dividend. Nine will seek shareholder approval at the 2026 AGM for an increased FY26 grant to Mr Stanton. Award vesting ‐ LTI grants made in the 2024 financial year were tested on 30 June 2026 in line with the plan rules. ‐ The TSR hurdle did not achieve the required level of performance, resulting in no vesting of this portion of the grant (40% of the total grant). ‐ The EPS growth target was not achieved, resulting in no vesting of this portion of the grant (40% of the total grant). ‐ The strategic hurdle for the FY24 LTI grant was based on measures of success related to Nine’s digital transformation strategy. The Board assessed the overall performance of this hurdle on an aggregate basis and vested 100% of this portion of the grant (20% of the total grant). ‐ Executive KMP received 20% of the possible allocation under the FY24 LTI plan. ‐ The unvested FY24 Rights lapsed. Non-Executive Director fees ‐ The total amount paid by Nine to Non-Executive Directors, including superannuation contributions in the financial year 2026 was $964,410. This is well below the aggregate fee pool of $3 million approved by shareholders at the AGM on 21 October 2013. 1. EBITDA before Specific Items of the wholly owned group at the inception of the financial year, which excludes Domain and QMS. As such, the budget and actual results incl ude the underlying performance, before Specific Items and excluding any related gain / loss on sale, of the Radio, NBN / NTD and Pedestrian Group businesses. 3. Executive Remuneration 3.1 Remuneration Principles The remuneration framework is designed to attract and retain high-performing individuals, align executive reward to Nine’s business objectives and create shareholder value. The remuneration framework reflects the Company’s remuneration approach and considers industry and market practices and advice from independent external advisers. The Company’s executive reward structure is designed to: ‐ Align re wards to the creation of shareholder value, implementation of business strategy and delivery of results; ‐ Implemen t targeted goals that encourage high performance and establish a clear link between executive remuneration and performance, both at Company and individual business unit levels; ‐ Attrac t, retain and motivate high-calibre executives for key business roles; ‐ Provi de a balance between fixed remuneration and at-risk elements and short- and long-term outcomes that encourages appropriate behaviour and rewards short-term delivery and long-term sustainability; and ‐ Implemen t an industry competitive remuneration structure. 92 Year ended 30 June 202691 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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3.2 Approach to Setting Remuneration Our Executive KMP reward is designed to support and reinforce the Nine strategy, reward delivery against our objectives and align to shareholder returns. The Group aims to reward the Chief Executive Officer and other Executive KMP ( Executive KMP ) with competitive remuneration and benefits based on consideration of all the relevant inputs and provides a market-aligned mix of remuneration (comprising fixed remuneration, short and long-term incentives) appropriate to their position, responsibilities and performance within the Group. The key components of the Executive KMP remuneration framework detailed in this remuneration report are: ‐ Fix ed remuneration : which includes base salary, non-monetary benefits and superannuation; and ‐ At-R isk remuneration : which comprises variable components of Short-Term and Long-Term incentives. The Company reviews remuneration on a periodic and case-by-case basis taking into consideration market data, Company performance and individual and market conditions. The policy is to position remuneration for Executive KMP principally within a competitive range of industry peers, in light of the small pool of executive talent with appropriate media and entertainment industry experience and skills. There is also consideration of other Australian listed companies of a similar size, complexity and prominence. The tables in section 3.3 summarises the Executive KMP remuneration structure and mix under the Company’s Remuneration Framework. 3.3 Remuneration Mix (at target) Chief Executive Officer Fixed Remuneration Short-Term Incentive Long-Term Incentive 31% 31% 38% Total at Risk 69%Cash – 67% Deferred Shares – 33% Chief Financial Officer Fixed Remuneration Short-Term Incentive Long-Term Incentive 50% 25 % 25% Total at Risk 50%Cash – 67% Deferred Shares – 33% Longer term focus through incentive deferral The remuneration mix is structured so that a substantial portion of remuneration is delivered through Deferred STI or LTI. The table below shows that remuneration awards to Executive KMPs are earned over a period of up to three years. This ensures that the interests of executives are aligned with shareholders and the delivery of the long-term business strategy. Year 1 Year 2 Year 3 Fixed remuneration STI – cash (67%) STI – deferred shares (16.5%) STI – deferred shares (16.5%) LTI – 3-year performance period (subject to testing against vesting conditions at the end of the performance period). 3.4 Fixed Remuneration Fixed remuneration represents the amount comprising base salary, non-monetary benefits and superannuation appropriate to the Executive KMP’s role. Fixed Remuneration is set at a competitive level to attract and retain talent and considers the scope of the role, knowledge and experience of the individual and the internal and external market. 3.5 Short-Term Incentive (STI) Plan Purpose & overview ‐ The annual STI plan is the incentive mechanism applied to Executive K ey Management Personnel (KMPs) and other Executives. The STI plan is designed to align individual performance to the achievement of the business strategy and increased shareholder value. ‐ Awards are made annually and are aligned to the achievement of clearly defined Group, Business Unit and individual targets. ‐ The STI plan is subject to annual review by the People and Culture Committee ( PCC). The structure, performance measures and weightings may therefore vary from year to year. STI funding ‐ The pool to fund STI rewards is determined by the Group’ s financial performance before Specific Items. Weighting of STI Measures ‐ The STI is weighted 50% to a Group financial measure and 50% to individual objectives. Group Financial Measures (50% of the STI) ‐ Group EBITDA. ‐ Group financial performance metrics will be established on an annual basis. ‐ Payouts based on financial measures are detailed below (calculated on a sliding scale between points). Performance against target % Payout (of Group Financial Component) <95% Subject to Board consideration 95% 50% 100% 100% 105% 110% 110% 125% >115% 150% Other Objectives (50% of the STI) ‐ Executive KMPs are assigned: • Shared objectives (20% weighting) which drive group-wide behaviours and performance to achieve the Group’s mid to long term goals. • Individual objectives (30% weighting) based on their specific area of responsibility. ‐ Key FY26 priorities centred on delivering several strategic initiatives, including those designed to drive revenue growth, implement operational model changes for cost savings, and foster cultural transformation. Payouts based on individual measures are detailed below . Performance Assessment based on delivery of Individual KPIs % Payout (of Individual Component) Unsatisfactory Nil Needs Improvement 0 – 89% Achieves Expectations 90 – 110% Exceeds Expectations 111 - 130% Exceptional Performance 131 - 150% Deferred STI Payment ‐ 33% of any STI outcome is deferred into Nine shares (Shares) that vest in two tranches and cannot be traded until after they have vested. ‐ Any unvested Shares may be forfeited if the executive ceases to be an employee before the vesting date. The following allocation of any S TI payment applies for financial year 2026: Cash Deferred Shares Date Payable / of Vesting Following results release 1 year following end of performance period 2 years following end of performance period Percentage 67% 16.5% 16.5% ‐ The number of Shares subject to deferral is determined by dividing the deferred STI amount (being 33% of the STI payable) by the volume weighted average price (VW AP). VWAP is calculated over the period commencing five trading days before and ending four trading days after the performance period results release (i.e. over a total period of 10 trading days). ‐ The Executive KMP will receive all benefits of holding the Shares in the period before vesting, including dividends, capital returns and voting rights. ‐ Shares which have vested can only be traded, within specified trading windows, consistent with Nine’s Securities T rading Policy or any applicable laws (such as the insider trading provisions). ‐ The Board has determined that Shares will be acquired on-market to satisfy any awards under this component of the STI Plan. 94 Year ended 30 June 202693 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Assessment and Board discretion ‐ Actual performance against Group financial and individual measures is assessed at the end of the financial year. ‐ In assessing the achievement of Group financial and individual measures the PCC may recommend that the Board exercise its discretion to adjust outcomes for significant factors that are considered outside the control of management that contribute positively or negatively to results. Adjustments are by exception and are not intended to be regular . Any adjustment will require the judgement of the Board and will balance fair outcomes that reflect management’s delivery of financial performance, with the outcomes experienced by Nine’s shareholders. ‐ The Board determines the amount, if any, of the short-term incentive to be paid to each Executive KMP , seeking recommendations from the PCC and CEO as appropriate, as well as the Chair of the Audit and Risk Management Committee. ‐ For significant outperformance of financial measures and individual objectives, executives may be awarded an STI payment of up to 150% of the target S TI. ‐ The Board has the discretion to clawback awards made under the Short-Term Incentive Plan to ensure that participants do not unfairly benefit, including in the event of fraud, dishonesty or a breach of obligation to the Company. In addition, the Board may also clawback awards in the case of material risk issues arising or where any information becomes available after awards are granted, which suggests that the outcome was not justified. 3.6 Long-Term Incentive (LTI) Plan The LTI plan involves the annual granting of conditional Performance Rights to participants. Overview The Long-Term Incentive Plan is an equity incentive plan used to align the Executive KMP remuneration to the returns generated for Nine shareholders. Grant Date The FY26 grant was issued on 6 March 2026 and remains on foot (subject to testing against vesting conditions at the end of the performance period). Consideration Nil Award Performance Rights are awarded based on the fixed amount to which the individual is entitled, divided by the VWAP. The VWAP is calculated over the period commencing 5 trading days before and ending 5 trading days after the results release immediately following the start of the performance period (i.e. over a total period of 10 trading days). For the FY26 grant, Nine deducted 49 cents per share from that calculation, reflecting the amount of the special dividend paid following the sale of Nine’s interest in Domain. Upon satisfaction of Vesting Conditions, each Performance Right will, at the Company’s election, convert to a Share on a one-for-one basis, or at the Board’s discretion, entitle the Participant to receive cash to the value of a Share. No amount is payable on conversion. In FY26, the Company amended its Performance Rights Plan Rules to introduce Dividend Equivalent Payments (DEPs), to be applied from FY27 onwards, following external advice confirming market practice. The Company will pay to rights holders the value of all dividends (both ordinary and special) paid during the vesting period, on the number of shares represented by vested Performance Rights. The Board has discretion to settle these payments in cash or through the grant of additional shares. This neutralises the impact of dividend distributions on KMP, thereby eliminating any incentive to minimise payouts, and ensures that the Plan remains competitive and aligned with market standards. LTI opportunity (at target) Role % of fixed remuneration CEO 125% CFO 50% Performance Period For the FY26 grant, the performance period is the three-year period from 1 July 2025 to 30 June 2028 (Vesting Date). Vesting Dates Subject to the Vesting Conditions and Employment Conditions described below, Performance Rights held by each Participant will vest on the Vesting Date (with no opportunity to retest). Vesting Conditions Performance Rights granted for the FY26 allocation will vest on performance of the following hurdles: ‐ Total Shareholder Return (T SR) Hurdle: 40% of the FY26 grant is subject to the Company’s TSR performance against S&P/ASX 200 Index companies representing Consumer Discretionary, Consumer Staples, Information Technology and Communication Services. TSR was chosen as it provides a relative, external market performance measure. TSR vesting schedule: Outcome Vesting Ranked at the 75th percentile or higher (Maximum) 100% Ranked at the 50th percentile (Threshold) 50% Ranked below the 50th percentile 0% Vesting is pro-rated if the outcome is between the Threshold and Maximum band. ‐ Earnings Per Share Growth (EPSG) Hurdle: 40% of the FY26 grant is subject to the achievement of fully diluted Earnings Per Share Growth (EPSG) targets, on a point-to-point measure , as set by the Board over the Performance Period. EPSG was chosen as it aligns with shareholder dividends over time and provides a clear focus on meeting the earnings expectations delivered to the market. EPSG vesting schedule: Outcome Vesting The EPSG hurdle requires growth in earnings per share on a point-to-point basis, over the three-year performance period to 30 June 2028, from an EPS starting point determined by the Board. Vesting occurs when: Growth over the period exceeds the Maximum Vesting Target 100% Growth over the period meets or exceeds the Threshold 33% Growth over the period is less than the Threshold 0% Vesting is pro-rated if the outcome is between the Threshold and Maximum band. EPSG hurdles are determined at the issue of each grant having regard to factors including: • Internal forecasting estimates taking into account the industry outlook; • Market projections, incorporating forecasts from sell-side equity analysts; • Recent actual performance; and • Market practice and competitor benchmarking. Due to the competitively sensitive nature of these hurdles and the implied outlook for Nine earnings, the Nine Board has determined to disclose these EPSG targets upon vesting of any performance rights. ‐ Strategic Hurdle – Digital strategy: 20% of the FY26 L TI grant is subject to a strategic hurdle. The strategic hurdle for the FY26 LTI is focused on metrics designed to expedite the achievement of our strategic objective: to generate growth by leveraging the collective strength of our organisation to enhance relationships with both consumers and advertisers. Accordingly, the strategic hurdles emphasise Great Content (measured by monthly average consumers ('MAC')), Integrated Experiences (measured by engagement per MAC), and Unique Data (measured by Revenue per MAC). The number of rights that vest will be based on the Board's assessment of performance, on an aggregated level, across a group of quantitative measures. Due to the competitively sensitive nature of these digital measures, the Nine Board has determined to disclose their assessment upon vesting of any performance rights. The Board may vary the Vesting Conditions for each Plan issue. The PCC undertakes reviews of the targets on LTI grants on-foot to ensure they remain relevant in light of any Company transactions and external or legislative impacts. Cessation of employment (Employment Conditions) If the Participant is not employed by Nine or any Nine Group member on a particular Vesting Date due to the Participant: ‐ having been summarily dismissed; ‐ resigning (subject to the Board exercising discretion to allow rights to be retained); or ‐ having terminated his / her employment agreement otherwise than in accordance with the terms of that agreement, any unvested Performance Rights held on or after the date of termination will lapse. If the P articipant has ceased to be employed by Nine in any other circumstances (e.g. redundancy, ill health), the Participant will retain a time based, pro-rated number of unvested Performance Rights determined on a tranche by tranche basis (where the time based proportion of each tranche is determined as the length of time from the start of the performance period to the date on which employment ceases divided by the total performance period of a particular tranche). Any unvested Performance Rights that do not lapse in accordance with the above, remain on foot until the relevant Vesting Date. Any vesting at that time will be determined based on Vesting Conditions for those Performance Rights being met. 96 Year ended 30 June 202695 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Disposal restrictions Where vesting occurs during a trading blackout period under the Company’s Securities Trading Policy, any Shares issued or transferred to the Participant upon vesting of any Performance Rights will be subject to restrictions on disposal from the date of issue (or transfer) of the Shares until the commencement of the business day following the end of that blackout period, or such later date that the Board may determine under the Company’s Securities Trading Policy. A Participant may not enter into any arrangement for the purpose of hedging, or otherwise affecting their economic exposure to their Performance Rights. Clawback provision The Board has the discretion to clawback awards made under the Long-Term Incentive Plans to ensure that participants do not unfairly benefit, including in the event of fraud, dishonesty or a breach of obligation to the Company. In addition, the Board may clawback awards in the case of material risk issues arising or where any information becomes available after awards are granted (whether vested or unvested), which suggests that the initial grant or result was not justified. Change of control The Board has the discretion to accelerate vesting of some or all of a Participant’s Performance Rights in the event of certain transactions which may result in a change of control of Nine Entertainment Co. Holdings Ltd. The discretion will be exercised having regard to all relevant circumstances at the time. Unvested Performance Rights will remain in place unless the Board determines to exercise that discretion. Amendments To the extent permitted by the ASX Listing Rules, the Board retains the discretion to vary the terms and conditions of the Performance Rights Plan. This includes varying the number of Performance Rights or the number of Shares to which a Participant is entitled upon a reorganisation of capital of Nine. Capital Initiatives The Board will endeavour to amend the terms of any Performance Rights on issue to equitably deal with any capital return, share consolidation or share split, such that the value of those rights is not prejudiced. The Board’s actions in this regard will be at their sole discretion. 4 Linking Pay to Performance 4.1 Link Between Remuneration and Company Performance A key principle of the Nine remuneration framework is to align executive remuneration outcomes with the Company’s performance. The PCC makes recommendations to the Board on performance objectives for Executive KMP, both financial and non-financial, which are intended to be strongly linked between remuneration outcomes and shareholder value creation. The Company performance and remuneration outcomes link is demonstrated in the Short-Term Incentive Plan, with 50% linked to the Group’s Financial target (Group EBITDA for FY26) and the remaining 50% related to individual objectives, which include both financial and non-financial measures. In the Long-Term Incentive Plan, Company performance and remuneration outcomes are linked with key shareholder value measures of Earnings Per Share, relative TSR, and a strategic growth hurdle focused on leveraging the collective strength across the Group. The following table provides a summary of the Group financial performance over the last five years and the link to Executive KMP remuneration outcomes over this period. 30 June 26 $m 30 June 25 $m 30 June 24 $m 30 June 23 $m 30 June 22 $m Revenue 2,203.81 2,676.5 2,619.4 2,694.6 2,688.8 Group EBITDA 334.9² 486.1 517.4 591.2 700.7 Group EBITDA % 16%² 18% 20% 22% 26% Digital Revenue % of Group Revenue 52%1 51% 50% 46% 43% Net Profit after Tax and Minorities (pre Specific Items) 142.4¹ 166.1 189.5 262.1 348.5 Earnings per share – cents 9.0 cents¹ 10.5 cents 11.7 cents 15.7 cents 20.5 cents 30 June 26 Cents/Share 30 June 25 Cents/Share 30 June 24 Cents/Share 30 June 23 Cents/Share 30 June 22 Cents/Share Opening share price 162 140 196 183 291 Closing share price 88.5 162 140 196 183 Dividend 56.5 7.5 8.5 11 14 Executive KMP STI Payments 30 June 26 30 June 25 30 June 24 30 June 23 30 June 22 Awarded 74% 82% 30% 51% 124% Forfeited (at target) 26% 18% 70% 49% - 1. Results are presented pre Specific Items on a continuing operations basis. 2. EBITDA before Specific Items of the wholly owned group at the inception of the financial year, which excludes Domain and QMS. As such, the budget and actual results in clude the underlying performance, before Specific Items and excluding any related gain / loss on sale, of the Radio, NBN / NTD and Pedestrian Group businesses. 4.2 Short-Term Incentives (STI) Outcomes The Short-Term Incentive Plan for Executive KMP in FY26 was allocated 50% towards the achievement of the Group EBITDA target and the remaining 50% for measures that reflect the individuals’ performance and contribution to the achievement of both Group and business unit objectives. For FY26, the financial target was established at a budgeted Group EBITDA¹ of $349.1 million (pre Specific Items). Despite a challenging operating environment and market conditions, the Executive team delivered a Group EBITDA result of $334.9 million (pre Specific Items). Consequently, the Group financial performance reached 95.9% of its target, yielding a 59% outcome for this component of the STI. The Board assessed individual objectives for each Executive KMP, with overall FY26 outcomes falling below target opportunity. These clearly defined objectives linked to the Company's strategic goals, with awards detailed in the table below. Financial Component – 50% Executive KMP Objective Outcome All Executive KMP Achieve Group EBITDA target of $349.1m (pre Specific Items) An outcome of 59% was achieved for this portion. Result of $334.9m, achieved 95.9% of budgeted EBITDA Set out in the following tables is a summary of the Executive KMP outcomes for both the financial and individual components of the FY26 STI: Individual Component – 50% Executive KMP Key Objectives Outcome M. Stanton: Chief Executive Officer Digital Transformation, and Innovation: Lead the transformation of Nine towards becoming Australia's Leading Digital-First Media Company Target achieved Execute Strategic & Sustainable Growth: Through Value-Accretive Partnerships and Investments Target achieved Stakeholder Value Creation: Strengthen Stakeholder Confidence Through Transparent Governance and Sustainable Value Generation Substantially achieved Leading Cultural & Organisational Transformation: Champion Collaboration and AI Substantially achieved In aggregate, 95% was achieved for this portion. M. Roberts: Chief Financial Officer Transformation: Successfully deliver on the 2026 initiatives for the Nine 28 transformation program Target achieved. Execute Strategic & Sustainable Growth: Through Value-Accretive Partnerships and Investments Target achieved Shareholder Value Creation: Drive improvements in the stock market's perception of Nine through successful investor days and financial results announcements and interactions Partially achieved Finance & Strategy Team Leadership: Set a clear vision and strategy for the finance and strategy team and enhance the structure and capability of the team Partially achieved Leading Cultural & Organisational Transformation: Champion Collaboration and AI Substantially achieved In aggregate, 80% was achieved for this portion. The proportions of target and maximum STI that were awarded and forfeited by each Executive KMP in relation to the current financial year and last year are set out below. Proportion of Target STI (%) Proportion of Maximum STI (%) Executive KMP Awarded % Forfeited % Awarded % Forfeited % M. Stanton FY26 76% 24% 51% 49% FY25 82% 18% 55% 45% M. Roberts2 FY26 72% 28% 48% 52% 1. EBITDA before Specific Items of the wholly owned group at the inception of the financial year, which excludes Domain and QMS. As such, the budget and actual results in clude the underlying performance, before Specific Items and excluding any related gain / loss on sale, of the Radio, NBN / NTD and Pedestrian Group businesses. 2. Mr Ro berts commenced in the Chief Financial Officer role on 8 September 2025. 98 Year ended 30 June 202697 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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4.3 Long-Term Incentives (LTI) Outcomes Plan Grant Date Test Date Performance Hurdles Hurdle outcome (%) Vesting outcome (%) FY18 LTI 1 December 2017 30 June 2020 50% – Total Shareholder Return 74% 37% 50% – Earnings Per Share Growth 0% FY19 LTI 26 November 2018 30 June 2021 50% – Total Shareholder Return 50% 25% 50% – Earnings Per Share Growth 0% FY20 LTI 1 December 2019 30 June 2022 40% CEO & 50% other KMP – Total Shareholder Return 0% CEO – 40% CFO – 50%40% CEO & 50% other KMP – Earnings Per Share Growth 100% 1 December 2020 30 June 2022 20% – Digital Transformation (former CEO only) 100% 20% FY21 LTI 1 December 2020 30 June 2023 40% CEO & 50% other KMP – Total Shareholder Return 100% CEO – 40% CFO – 50% 40% CEO & 50% other KMP – Earnings Per Share Growth 100% 20% – Digital Transformation (former CEO only) 95% 19% FY22 LTI 1 December 2021 30 June 2024 40% – Total Shareholder Return 0% 20%0%40% – Earnings Per Share Growth 100%20% – Digital Transformation FY23 LTI 1 December 2022 30 June 2025 40% – Total Shareholder Return 0% 16%40% – Earnings Per Share Growth 0% 20% – Digital Transformation 80% FY24 LTI 1 December 2023 30 June 2026 40% – Total Shareholder Return 40% – Earnings Per Share Growth 20% – Digital Transformation 0% 20%0% 100% FY25 LTI 28 February 2024 30 June 2027 40% – Total Shareholder Return 40% – Earnings Per Share Growth 20% – Strategic hurdle (digital and business transformation) N/A FY26 LTI 20 February 2026 30 June 2028 40% – Total Shareholder Return 40% – Earnings Per Share Growth 20% – Strategic hurdle (Great Content (measured by monthly average consumers 'MAC'), Integrated Experiences (measured by engagement per MAC), and Unique Data (measured by Revenue per MAC)) N/A The performance period of the FY24 Long-Term Incentive Plan (FY23 LTI) commenced on 1 July 2023 and expired on 30 June 2026. Performance was assessed at the conclusion of the 2026 financial year, and as a result of performance over the three-year period, 20% vesting was achieved. The Total Shareholder Return (TSR) hurdle did not achieve the required level of performance, resulting in no vesting of this portion of the grant. The EPSG hurdle requires growth in earnings per share on a point-to-point basis. The EPS growth targets for the FY24 LTI plan over the 3 years to FY26, were set at 6.8% for threshold performance and 16.5% for maximum performance. The EPSG targets were not achieved, resulting in no vesting of this portion of the grant. The strategic hurdle focused on Nine’s continued growth in digital transformation, diversification away from traditional advertising revenue (including through the use of data) and ensuring relevance and scale. The Board evaluated the overall performance of this hurdle on a collective basis, taking into account the success against core metrics, such as growth in Digital EBITDA and expansion in both digital and non-advertising revenue, all of which achieved their respective targets. Robust performances were sustained across our digital platforms, including 9Now, Stan, and Metro Publishing. The Board therefore determined that the Digital transformation objectives were achieved and on an aggregate basis vested 100% of this portion of the grant. The unvested FY24 rights were forfeited and lapsed. There is no retesting of the hurdles. 5 Executive Agreements Each Executive KMP has a formal employment agreement. Each of these employment agreements, which are of a continuing nature and have no fixed term, provide for the payment of fixed and performance-based remuneration, superannuation and other benefits such as statutory leave entitlements. The key terms of current Executive KMP contracts at 30 June 2026 were as follows: Fixed Remuneration1 Target STI Target LTI Notice Period by Executive Notice Period by Company Restraint Matthew Stanton $1,650,000 $1,650,000 $2,062,500 12 months 12 months 12 months Martyn Roberts $950,000 $475,000 $475,000 6 months 6 months 12 months 1. Fixed remuneration comprises base salary, non-monetary benefits and statutory superannuation. 6. Remuneration Governance 6.1 The Board The Board approves the remuneration arrangements of the Chief Executive Officer (CEO) and other key executives and awards made under the STI Plan and LTI Plan, following recommendations from the PCC. The Board also sets the remuneration levels of Non- Executive Directors (NEDs), subject to the aggregate pool limit approved by shareholders. 6.2 The People and Culture Committee (PCC) The PCC assists the Board in fulfilling its responsibilities for corporate governance and oversight of Nine’s People & Culture policies and practices, workplace health and safety (WHS) management and matters relating to organisational culture and employee experience strategies. The PCC’s goal is to ensure that Nine attracts the best talent, appropriately aligns their interests with those of key stakeholders, complies with WHS obligations, effectively manages WHS risks and drives employee experience and culture, including oversight of leadership initiatives and cultural transformation. The PCC makes recommendations to the Board on CEO and Non-Executive Director remuneration. The PCC approves the executive reward strategy, incentive plans and provides oversight of management’s implementation of approved arrangements. Details of the membership, number and attendance at meetings held by the PCC are set out on page 81 of the Directors’ Report. Further information on the PCC’s role, responsibilities and membership is included in the committee charter which is available at www. nineforbrands.com.au/corporate-governance-2/. 6.3 Management Management prepares recommendations and information for the PCC’s consideration and approval. Management also implements the approved remuneration arrangements. 6.4 Use of Remuneration Consultants From time to time, the PCC seeks external independent remuneration advice. Remuneration consultants are engaged by, and report directly to, the PCC. In selecting a remuneration consultant, the Committee considers potential conflicts of interest and requires the consultant’s independence from management as part of their terms of engagement. Where the consultant’s engagement requires a remuneration recommendation, the recommendation is provided to the Chair of the PCC to ensure management cannot unduly influence the outcome. There were no formal remuneration recommendations provided to Nine by external consultants in FY26. However, Nine engaged an external consultancy firm to provide market insights and design advice as part of a comprehensive review of the Executive Reward framework. The design review encompassed the strategies for Total Fixed Remuneration, Short-Term Incentive (STI) and Long-Term Incentive (LTI). The framework was assessed as fit-for-purpose with specific improvements to be implemented from FY27, including a change to EBITA for the STI financial metric, the inclusion of a behavioural / cultural gateway for the payment of personal incentives in STI, and a revision of the comparator group for the Relative TSR LTI target. These changes will help drive a high-performance culture, increased transparency and greater shareholder alignment. 6.5 Associated Policies The Company has established a number of policies to support reward and governance, including the Code of Conduct, Disclosure Policy and Securities Trading Policy. These policies have been implemented to promote ethical behaviour and responsible decision making. These policies are available on Nine’s website (www.nineforbrands.com.au/corporate-governance-2/). 100 Year ended 30 June 2026 99 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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7. Detailed disclosure of executive remuneration 7.1 Non-statutory remuneration disclosures The actual remuneration awarded to current Executive KMPs in the year ended 30 June 2026 (FY26) is set out in the table below. This information is considered to be relevant as it provides details of the remuneration actually receivable by the Company’s Executive KMPs in regard to FY26. STI amounts include both the cash and deferred shares elements awarded for the respective financial year. Only LTIs which were tested and have vested during the year are included. The table differs from the statutory disclosure in section 7.2 principally because the table in section 7.2 includes a value for LTI which may or may not vest in future years. Fixed Salary and fees $ Cash Bonus $ Fixed salary & fees and cash bonus $ Other Remuneration1 $ Deferred STI2 $ Long-term incentives3 $ Remuneration for 2026 $ Executive Director Matthew Stanton FY26 1,607,500 840,180 2,447,680 135,111 413,820 39,524 3,036,135 FY25 1,360,155 717,959 2,078,114 113,463 353,621 26,982 2,572,180 Executive Martyn Roberts 4 FY26 749,242 184,533 933,775 59,934 90,889 - 1,084,598 FY25 - - - - - - - 1. Other remuneration relates to superannuation and movement in annual leave and long service leave balances. 2. Deferred STI rela tes to STI awarded in relation to the financial year but deferred in Nine shares. This is settled in two equal tranches over the following two years. 3. Rights which vest ed subsequent to 30 June 2025 but which were measured based on performance up to 30 June 2026. The value attributed to these Rights has been calculated based on the share price as at 1 August 2026 as an approximation of the cash value on vesting. 4. Mr Roberts was appo inted Chief Financial Officer on 8 September 2025. 7.2 Statutory remuneration disclosures Details of the remuneration of the executives for the year ended 30 June 2026 are set out in the following table in accordance with statutory disclosure requirements. Executive KMP remuneration outcomes 2026 Short term benefits Post- Employment Benefits Long term benefits Salary and Fees Cash Bonus Super- annuation Annual Leave Long Service Leave Deferred STI1 Long term incentives2 Termination Payments Total Performance Related $ $ $ $ $ $ $ $ $ % Executive Director Matthew Stanton FY26 1,607,500 840,180 30,000 72,293 32,818 413,820 687,191 - 3,683,802 53 FY25 1,360,155 717,959 29,932 72,152 11,379 353,621 608,200 - 3,153,398 53 Other Executive KMP Martyn Roberts 3 FY26 749,242 184,533 29,609 29,083 1,242 90,889 81,120 1,165,718 31 FY25 - - - - - - - - - - Former Executive KMP Mike Sneesby 4 FY26 - - - - - - - - - - FY25 378,767 - 7,483 - - - 428,328 2,148,102 2,962,680 14 Michael Stephenson5 FY26 - - - - - - FY25 495,034 - 14,966 - - - (252,390) 380,661 638,271 - Total Executive KMP FY26 2,356,742 1,024,713 59,609 101,376 34,060 504,709 768,311 - 4,849,520 47 FY25 2,233,956 717,959 52,381 72,152 11,379 353,621 784,138 2,528,763 6,754,349 44 1. Deferred STI relates to STI awarded in relation to the financial year but deferred in Nine shares. This will be settled in two equal tranches over the next two years. 2. Details of the Long T erm Incentive Plans are outlined in section 3.6. 3. Mr Roberts was appo inted Chief Financial Officer on 8 September 2025. 4. Mr Sneesby ceased t o be an employee of the Company on 30 September 2024. Mr Sneesby was paid a termination payment in line with his contractual entitlements. 5. Mr Stephenson cea sed to be an employee of the Company on 31 December 2024. Mr Stephenson was paid a termination payment in line with his contractual entitlements. The share rights granted to Mr Stephenson under the FY23 and FY24 LTI plans were forfeited and lapsed at this time. 102 Year ended 30 June 2026101 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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7.3. Performance Rights and Share Interests of Key Management Personnel The number of Performance Rights granted to Executive KMP as remuneration, the number vested and lapsed during the year and the number outstanding at the end of the year are shown below. Performance Rights do not carry any voting or dividend rights and can be exercised once the vesting conditions have been met. Share Rights Outstanding at Start of Year Share Rights granted in year Award date Fair Value per Share Right at award date Vesting Date Vested 1 Lapsed during the year Share Rights Outstanding at End of Year No. No. $ No. No. No. Executive Director Matthew Stanton2 205,853 1-Dec-23 1.37 1-Jul-26 41,171 164,682 - 320,522 28-Feb-25 1.05 1-Jul-27 320,522 879,0107-Nov-25 0.78 1-Jul-27 879,010 1,158,077 6 Mar 26 0.78 1-Jul-28 1,158,077 Other Executive KMP Martyn Roberts3 311,203 6 Mar 26 0.78 1-Jul-28 311,203 1. Rights which vested subsequent to 30 June 2026 but which were measured based on performance up to 30 June 2026. 2. As a resu lt of the Board-approved adjustment to the FY26 Grant allocation price, Nine will seek shareholder approval at the 2026 AGM for an additional FY26 grant of 509,263 rights to Mr Stanton. 3. Mr Robe rts was appointed as Chief Financial Officer on 8 September 2025. 2026 Shareholding of Key Management Personnel The Board has a policy of encouraging directors to acquire shares to the value of one year’s base fees, to be acquired within five years of appointment. Nine Entertainment Co. Holdings Limited shares held by KMP and their related parties are as follows: As at 1 July 2025 Granted on conversion of Share Rights Granted as STI Other Net Changes Held as at 30 June 2026 Ord Ord Ord Ord Ord1 Non-Executive Directors Peter Tonagh 123,456 - - 212,765 336,221 Christopher Halios-Lewis2 - 40,000 40,000 Andrew Lancaster 82,500 - - 82,500 Timothy Longstaff - 100,250 100,250 Mandy Pattinson 50,000 - - 20,000 70,000 Mickie Rosen 80,000 - - 80,000 Executive Director Matthew Stanton 51,100 15,872 204,760 100,000 371,732 Executive KMP Martyn Roberts 3 - 130,000 130,000 Former Non-Executive KMP Catherine West 4 144,000 - - - 144,000 Total 531,056 15,872 204,760 603,015 1,354,703 1. Includes both direct and nominally held shares 2. Mr Hali os-Lewis became a director of Nine on 26 March 2026. The number of shares provided in the table is at the start of the period in which he was KMP and the end of the financial year. 3. Mr Robe rts joined Nine as Chief Financial Officer on 8 September 2025. The number of shares provided in the table is at the start of the period in which he was KMP and the end of the financial year. 4. Ms West r esigned from the Board on 7 November 2025. The number of shares provided in the table is at the start of the financial year and the date she ceased to be a director at Nine. 104 Year ended 30 June 2026103 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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8. Non-Executive Director (NED) Remuneration Arrangements and detailed dis closures of NED remuneration Remuneration Policy The Board seeks to set aggregate Non-Executive Director remuneration at a level that provides the Company with the ability to attract and retain Directors of the highest calibre, at a cost that is acceptable to shareholders. The shareholders of Nine approved an aggregate fee pool of $3 million at the AGM on 21 October 2013. The Board will not seek any increase to the NED fee pool at the 2026 AGM. Structure The remuneration of NEDs consists of Directors’ fees and Committee fees. The payment of additional fees for serving on a committee recognises the additional time commitment required by NEDs who serve on committees. The Chair of the Board does not receive any additional fees in addition to Board fees for being a member of any committee. All Board fees include any superannuation entitlements, as applicable. These arrangements are set out in the written engagement letters with each Director. The NED fees are set out below: Role Fees Chair $374,000 Directors $148,500 Audit & Risk Committee chair $33,000 Audit & Risk Committee member $20,000 People and Culture Committee chair $27,500 People and Culture Committee member $15,000 NEDs do not receive retirement benefits, nor do they participate in any incentive programs. No Share Rights or other share-based payments were issued to NEDs during the 2026 financial year. The statutory table below includes fees for the period when they held the position of NEDs. NED Remuneration for years ended 30 June 2025 and 2026 Financial year Nine Non-Executive Director Fees $ Superannuation paid by Nine $ Domain Non-Executive Director Fees1 $ Superannuation paid by Domain $ Total $ Non-Executive Directors Peter Tonagh2 FY26 268,147 26,879 295,026 FY25 68,537 7,882 44,239 5,088 125,746 Andrew Lancaster3 FY26 - - - FY25 - - - Mandy Pattinson4 FY26 157,143 18,857 176,000 FY25 157,848 18,152 176,000 Mickie Rosen5 FY26 173,737 4,513 178,250 FY25 164,533 4,345 101,169 2,678 272,725 Timothy Longstaff 6 FY26 181,500 - 181,500 FY25 78,166 8,989 87,155 Christopher Halios-Lewis7 FY26 - - - FY25 - - - Former Non-Executive Directors Catherine West 8 FY26 121,833 11,800 133,633 FY25 344,068 29,932 374,000 Samantha Lewis9 FY26 - - - FY25 173,628 19,967 193,595 Total NED FY26 902,360 62,049 - - 964,410 FY25 986,780 89,267 145,408 7,766 1,229,221 1. Nine completed the sale of Domain Holdings Australia on 27 August 2025. Domain Holdings Australia is no longer a Controlled Entity. 2. Mr Ton agh joined the Board as an independent non-executive director in January 2025 and was appointed as Chairman on 7 November 2025. The Chair of Nine does not receive any additional fees in addition to Chair fees for being a member of any committee. 3. Mr Lan caster joined the Board on 1 April 2021 and has agreed that he will not be paid any Director’s fees for serving on the Board or any Committees to which he may be appointed. 4. Ms Pat tinson joined the Board on 1 August 2023 and, effective 23 August 2023, was appointed as a member of the People and Culture Committee. On 9 June 2024, Ms Pattinson was appointed as Chair of the People and Culture Committee. 5. Ms Ros en was appointed as a member of the Audit and Risk Management Committee effective 9 June 2024 and the People & Culture Committee effective 6 November 2025. 6. Mr Lon gstaff joined the Board and also as a member of the Audit & Risk Committee on 1 January 2025. He became the Chair of that Committee on 10 April 2025. 7. Mr Hal ios-Lewis joined the Board on 26 March 2026 and has agreed that he will not be paid any director’s fees for serving on the Board or any Committees to which he may be appointed. 8. Ms Wes t resigned from the Board on 7 November 2025. 9. Ms Lew is resigned from the Board effective 1 June 2025. 9. Loans to Key Management Personnel and their related parties No loans have been made to KMP or their related parties. 10. Other transactions and balances with Key Management personnel and their related parties The following related party arrangements have been entered into by a Nine Group member: ‐ Geor ge Stanton, the son of Matthew Stanton, is employed by Nine on a full time basis as a Sales Executive on commercial, arms length terms; ‐ Will S tanton, the son of Matthew Stanton, is employed by Nine on a full time basis as a Production Assistant on commercial, arms length terms; and ‐ Nine h as engaged Quantium, which Peter Tonagh is the Chairman of, to provide consulting services relating to the use of artificial intelligence on commercial, arms length terms. The total amount payable by Nine to Quantium is not material. 106 Year ended 30 June 2026105 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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2026 Financial Statements 108 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements107 Nine Entertainment Co., Annual Report 108Year ended 30 June 2026
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Financial Statements for the year ended 30 June 2026 CONTENTS Consolidated Statement of Profit or L oss and Other Comprehensive Income 110 Consolidated Statement of Financial Position 111 Consolidated Statement of Changes in Equity 112 Consolidated Statement of Cash Flows 113 Notes to the Consolidated Financial Statements 114 1. About this Report 114 2. Group Performance 116 3. Operating Assets and Liabilities 122 4. Capital Structure and Management 139 5. Taxation 149 6. Group Structure 151 7. Other 171 Consolidated Entity Disclosure Statement 179 Directors' Declaration 181 Independent Auditor's Report 183 Shareholder Information 191 Corporate Directory 195 Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2026 Note 30 June 2026 $’000 30 June 2025 $’000 Restated1 Continuing operations Revenues 2.1 2,198,968 2,131,634 Expenses 2.3 (2,637,682) (1,941,509) Finance costs 2.3 (42,591) (55,851) Share of profit / (losses) of associate entities 856 (951) Net (loss) / profit from continuing operations before income tax expense (480,449) 133,323 Income tax benefit / (expense) 5.1 141,608 (33,147) Net (loss) / profit from continuing operations after income tax expense (338,841) 100,176 Discontinued operations Profit after income tax from discontinued operations 6.1 849,408 33,162 Net profit for the period 510,567 133,338 Net profit / (loss) for the period attributable to: Owners of the parent 511,286 103,889 Non-controlling interest (719) 29,449 Net profit for the period 510,567 133,338 Other comprehensive income Items that may be reclassified subsequently to profit or loss: Foreign currency translation (3,639) 296 Fair value movement in derivative financial instruments (net of tax) 4.5 (7,604) (1,295) Items that will not be reclassified subsequently to profit or loss: Fair value movement in investment in listed equities and unlisted equities (net of tax) 7.1 689 (243) Actuarial gain on defined benefit plan (net of tax) 7.2 1,869 2,169 Other comprehensive income / (loss) for the period (8,685) 927 Total comprehensive income attributable to equity holders 501,882 134,265 Total comprehensive income / loss attributable to: Owners of the parent 502,601 104,816 Non-controlling interest (719) 29,449 Total comprehensive income attributable to equity holders 501,882 134,265 Earnings per share from continuing and discontinuing operations Basic earnings attributable to ordinary equity holders of the parent 2.5 0.32 0.07 Diluted earnings attributable to ordinary equity holders of the parent 2.5 0.32 0.07 Earnings per share for continuing operations Basic earnings attributable to ordinary equity holders of the parent 2.5 (0.21) 0.06 Diluted earnings attributable to ordinary equity holders of the parent 2.5 (0.21) 0.06 1. Prior year comparatives have been restated for the discontinued operations of Domain Group, Nine Radio, NBN / NTD and Pedestrian Group. Refer to Note 6.1 for details. The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. 110 Year ended 30 June 2026109 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements109 Nine Entertainment Co., Annual Report
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Consolidated Statement of Financial Position As at 30 June 2026 Note 30 June 2026 $’000 30 June 2025 $’000 Current assets Cash and cash equivalents 3.1 92,387 141,668 Trade and other receivables 3.2 353,423 383,681 Program rights & inventories 3.3 470,050 477,257 Prepayments 76,174 59,129 Assets held for sale 3,830 – Income tax receivable 117,146 – Total current assets 1,113,010 1,061,735 Non-current assets Receivables 3.2 8,042 3,869 Prepayments 25,926 18,145 Property, plant and equipment 3.5 268,808 153,190 Intangible assets 3.6 1,356,278 2,445,078 Right-of-use assets 3.9 797,200 227,223 Deferred Tax Asset 5.2 44,475 – Investments accounted for using the equity method 6.2 22,812 23,400 Other financial assets 7.1 2,715 5,021 Defined benefit plan 7.2 26,168 27,430 Total non-current assets 2,552,424 2,903,356 Total assets 3,665,434 3,965,091 Current liabilities Trade and other payables 3.4 462,666 531,397 Provisions 3.7 190,054 209,861 Lease liabilities 3.9 40,565 43,643 Interest bearing loans and borrowings 4.1 100,543 100,963 Current income tax liabilities – 44,373 Derivative financial instruments 4.5 5,173 1,360 Total current liabilities 799,001 931,597 Non-current liabilities Trade and other payables 3.4 81,566 65,461 Provisions 3.7 69,199 36,424 Lease liabilities 3.9 878,785 289,580 Interest bearing loans and borrowings 4.1 649,871 624,379 Derivative financial instruments 4.5 3,792 – Deferred tax liabilities 5.2 – 240,258 Total non-current liabilities 1,683,213 1,256,102 Total liabilities 2,482,214 2,187,699 Net assets 1,183,220 1,777,392 Equity Contributed equity 4.2 1,895,670 1,894,972 Reserves (36,876) (56,327) Retained earnings (676,370) (266,205) Total equity attributable to equity holders of the parent 1,182,424 1,572,440 Non-controlling interest 796 204,952 Total equity 1,183,220 1,777,392 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. Consolidated Statement of Changes in Equity For the year ended 30 June 2026 Contributed equity $’000 Rights Plan Shares $’000 Foreign currency translation reserve $’000 Fair Value reserve of financial assets at FVOCI $’000 Share- based payments reserve $’000 Cash flow hedge reserve $’000 Other reserves $’000 Retained earnings $’000 Total attributable to equity holders of the parent $’000 Non- controlling interests $’000 Total Equity $’000 At 1 July 2025 1,913,341 (18,369) (359) (2,342) 18,345 (2,087) (69,884) (266,205) 1,572,440 204,952 1,777,392 Profit / (loss) for the period - - - - - - - 511,286 511,286 (719) 510,567 Other comprehensive income / (loss) for the period - - (3,639) 2,558 - (7,604) - - (8,685) - (8,685) Total comprehensive income / (loss) for the period - - (3,639) 2,558 - (7,604) - 511,286 502,601 (719) 501,882 Disposal of controlled entities (Note 6.1) - - - (518) (14,448) - 41,731 (9,971) 16,794 (204,359) (187,565) Acquisitions of controlled entity (Note 6.1) - - - - - - - - - 922 922 Vesting of Rights Plan shares (Note 4.4) - 698 - - (1,029) - - 331 - - - Share-based payment expense, net of tax - - - - 2,400 - - - 2,400 - 2,400 Dividends to shareholders - - - - - - - (911,811) (911,811) - (911,811) At 30 June 2026 1,913,341 (17,671) (3,998) (302) 5,268 (9,691) (28,153) (676,370) 1,182,424 796 1,183,220 At 1 July 2024 1,913,341 (19,246) (655) (4,268) 17,538 (792) (70,076) (248,182) 1,587,660 197,707 1,785,367 Profit for the period - - - - - - - 103,889 103,889 29,449 133,338 Other comprehensive income / (loss) for the period - - 296 1,926 - (1,295) - - 927 - 927 Total comprehensive income / (loss) for the period - - 296 1,926 - (1,295) - 103,889 104,816 29,449 134,265 Vesting of Rights Plan shares (Note 4.4) - 877 - - (1,487) - - 610 - - - Vesting of share based payments - - - - (3,633) - 192 1,128 (2,313) - (2,313) Share-based payment expense, net of tax - - - - 8,068 - - (339) 7,729 - 7,729 Transfer to cash-settled share based payments provision - - - - (2,141) - - - (2,141) - (2,141) Transactions with non-controlling interests - - - - - - - 3,550 3,550 (2,247) 1,303 Dividends to shareholders - - - - - - - (126,861) (126,861) (19,957) (146,818) At 30 June 2025 1,913,341 (18,369) (359) (2,342) 18,345 (2,087) (69,884) (266,205) 1,572,440 204,952 1,777,392 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. OverviewFinancial Statements Directors' Report Corporate Governance Shareholder Information Corporate Directory Operating and Financial Review 112 Year ended 30 June 2026111 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Notes to the Consolidated Financial Statements for the year ended 30 June 2026 1. About this Report The financial report includes the consolidated entity consisting of Nine Entertainment Co. Holdings Limited (the “Company” or “Parent Entity”) and its controlled entities (collectively, the “Group”) for the year ended 30 June 2026. Nine Entertainment Co. Holdings Limited is a for-profit company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. The nature of the operations and principal activities of the Group are described in the Directors’ Report. Information on the Group’s structure is provided in Note 6. Information on other related party relationships is provided in Note 6.6. The consolidated general purpose financial report of the Group for the year ended 30 June 2026 was authorised for issue in accordance with a resolution of the Directors on 26 August 2026. The Directors have the power to amend and reissue the financial report. 1.1 Significant events during the period Acquisitions On 31 March 2026, the Group acquired 100% of the issued capital of Shelley TopCo Pty Ltd (QMS Media) on a cash and debt free basis for $850.0 million. QMS is a leading digital outdoor media platform, with operations in Australia and New Zealand. With a footprint concentrated in metro areas, QMS adds a digitally focused and growing media platform that complements Nine’s existing media assets, whilst also benefiting from being part of the broader Nine Group. Divestments The following divestments were completed during the period and are disclosed as Discontinued Operations in this report: ‐ On 7 Au gust 2025, CoStar Group acquired 100% of the shares in Domain Holdings Australia Limited. Before this transaction, the Group held a controlling ownership stake in Domain which was consolidated into Nine Group results, with the business representing a significant operating segment of the Group. As a result of this transaction, the Group received $1.68 billion in cash proceeds and recognised after tax gain on sale of $670.3 million; ‐ On 30 A pril 2026, the Group disposed of Nine Radio, including all broadcast radio assets (2GB, 3AW, 4BC, 6PR, 2UE, Magic1278 and 4BH). Before this transaction, the business was consolidated into the Group's results as part of the ‘Streaming and Broadcast’ operating segment. As a result of this transaction, the Group received $56.0 million in cash proceeds and, after taking account of related tax benefits, recognised a gain on sale of $82.7 million; ‐ On 2 Ju ne 2026, the Group disposed of NBN Television (NBN) and Darwin Television (NTD) to its regional partner, WIN Network. Prior to this transaction, the business was wholly-owned and consolidated into the Group's financial results as part of the ‘Streaming and Broadcast’ operating segment. Following this change, these businesses will form part of the affiliate network, owned and operated by WIN. As a result of this transaction, the Group received $20.5 million in cash proceeds and, after taking account of related tax benefits, recognised a gain on sale of $87.2 million; and ‐ On 15 J une 2026, the Group disposed of Pedestrian Group. Before this transaction, the business was wholly-owned and consolidated into the Group's financial results as part of the ‘Publishing’ operating segment. As a result of this transaction, the Group received $1 cash proceeds and, after taking account of related tax benefits, recognised a gain on sale of $14.0 million. 1.2 Basis of preparation This financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board. The financial report has been prepared using the going concern basis of accounting and the historical cost convention, except for derivative financial instruments, defined benefit plans, investments in listed and unlisted equities and the Cash Generating Unit (CGU) recoverable amount of the Total TV CGU which have been measured at fair value or fair value less costs of disposal, and investments in joint ventures and associates which have been accounted for using the equity method. The financial report is presented in Australian dollars and all values are rounded to the nearest thousand dollars ($’000) unless otherwise stated under the option available to the Company under ASIC Corporations (Rounding in Financial / Directors’ Reports) Instrument 2026/183. The Company is an entity to which the instrument applies. Consolidated Statement of Cash Flows For the year ended 30 June 2026 Note 30 June 2026 $’000 30 June 2025 $’000 Cash flows from operating activities Receipts from customers 2,630,668 2,955,587 Payments to suppliers and employees (2,360,030) (2,475,108) Dividends received – associates 6.2 50 62 Interest received 10,151 8,540 Interest and other costs of finance paid (47,247) (64,708) Income tax paid (71,377) (44,772) Net cash flows generated from operating activities 3.1 162,215 379,601 Cash flows from investing activities Purchase of property, plant and equipment (31,518) (24,828) Purchase of intangible assets (95,119) (110,203) Proceeds on disposal of property, plant and equipment 6,826 - Acquisition of subsidiaries, net of cash acquired 6.1 (855,235) - Proceeds from disposal of investments and assets held for sale (net of cash disposed) 6.1 1,680,044 4,380 Capital Gains Tax paid (169,500) - Proceeds from warranty claim settlement - 3,347 Net cash flows generated from / (used in) investing activities 535,498 (127,304) Cash flows from financing activities Proceeds from borrowings 970,000 260,000 Repayments of borrowings (760,000) (270,000) Payment of debt refinancing fees - (3,365) Payment of the principal portion of leases (45,183) (41,905) Transactions with non-controlling interest - (1,401) Dividends paid to non-controlling interest - (19,957) Dividends paid to shareholders of the Group 4.3(a) (134,788) (126,861) Special dividends paid to shareholders of the Group 4.3(a) (777,023) - Net cash flows used in financing activities (746,994) (203,489) Net (decrease) / increase in cash and cash equivalents (49,281) 48,808 Cash and cash equivalents at the beginning of the financial period 141,668 92,860 Cash and cash equivalents at the end of the period 92,387 141,668 The statement of cash flows includes cash flows of both continuing and discontinued operations (Note 6.1). The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. 114 Year ended 30 June 2026113 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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The accounting policies adopted in the preparation of the financial report are consistent with those applied and disclosed in the 2025 annual report. The consolidated financial statements provide comparative information in respect of the previous period, which is reclassified where necessary in order to provide consistency with the current financial year. The comparative financial information has been restated for the discontinued operations of Domain Group, Nine Radio, NBN / NTD and Pedestrian Group. Refer to Note 6.1 for further details. Furthermore, as at 30 June 2026, the Group adjusted the classification of the following: ‐ Pro gram rights and inventories, which are classified as current assets as detailed in Note 3.3; and ‐ Rig ht-of-use assets, which were reclassified from 'Property, plant and equipment' and lease liabilities, which were reclassified from 'Financial Liabilities', and presented as a separate class of asset / liability following the acquisition of QMS Media. The comparative financial information in respect of the previous period has been reclassified accordingly for these changes. Statement of compliance The financial report complies with Australian Accounting Standards. The financial report also complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. Key judgements and estimates In the process of applying the Group’s accounting policies, management has made a number of judgements and applied estimates of future events. Judgements and estimates which are material to the financial report are found in the following notes: Note 3.3 Program rights and inventories Note 3.6 Intangible assets Note 3.7 Provisions Note 3.9 Leases 1.3 Notes to the Financial Statements The notes include information which is required to understand the financial statements and is material and relevant to the operations, financial position or performance of the Group. Information is considered material and relevant if, for example: ‐ the a mount in question is significant because of its size or nature; ‐ it is i mportant for understanding the results of the Group; and/or ‐ it he lps to explain the impact of significant changes in the Group’s business, or it relates to an aspect of the Group’s operations that is important to its future performance. The notes are organised into the following sections: 1. Abo ut this report: provides an introduction to the structure and preparation of the report; 2. Gro up performance: provides a breakdown of individual line items in the statement of profit or loss and other comprehensive income that the Directors consider most relevant and the accounting policies, judgements and estimates relevant to understanding these line items; 3. Oper ating assets and liabilities: provides a breakdown of the key assets and liabilities and the accounting policies, judgements and estimates relevant to understanding these line items; 4. Cap ital structure and management: provides information about the capital management practices of the Group, shareholders’ return and the Group’s exposure to various financial risks, how they affect the Group’s performance and are managed; 5. Tax ation: explains the tax position of the Group; 6. Gro up structure: explains aspects of the Group structure and how changes have affected the financial position and performance of the Group; and 7. Oth er: provides information on items which require disclosure to comply with Australian Accounting Standards and other regulatory pronouncements. However, these are not considered critical in understanding the historical financial performance or position of the Group. 2. Group Performance 2.1 Segment Inf ormation from continuing operations Segment revenue1 EBITDA before Specific Items Depreciation and amortisation EBIT before Specific Items 30 June 2026 $’000 30 June 2025 $’000 Restated 30 June 2026 $’000 30 June 2025 $’000 Restated 30 June 2026 $’000 30 June 2025 $’000 Restated 30 June 2026 $’000 30 June 2025 $’000 Restated Streaming & Broadcast 1,595,823 1,616,939 214,177 212,306 (66,297) (63,051) 147,880 149,255 Publishing 517,494 518,484 149,876 153,806 (46,786) (39,352) 103,090 114,454 Outdoor 77,427 - 54,466 - (37,235) - 17,231 - Segment total 2,190,744 2,135,423 418,519 366,112 (150,318) (102,403) 268,201 263,709 Corporate 5,349 947 (40,620) (40,817) - - (40,620) (40,817) Associates - - 856 (951) - - 856 (951) Total Group 2,196,093 2,136,370 378,755 324,344 (150,318) (102,403) 228,437 221,941 1. Includes inter-segment revenue of $7,042,000 (30 June 2025: $10,713,000). Reconciliation of segment revenue to total group revenue on the Consolidated Statement of Profit or Loss and Other Comprehensive Income 30 June 2026 $’000 30 June 2025 $’000 Restated Total Group revenue (per above) 2,196,093 2,136,370 Inter-segment eliminations (7,042) (10,713) Total Group revenue 2,189,051 2,125,657 Interest income 9,917 5,977 Revenue per the Consolidated Statement of Profit or Loss and Other Comprehensive Income 2,198,968 2,131,634 Reconciliation of EBIT before Specific Items to profit after tax from continuing operations on the Consolidated Statement of Profit or Loss and Other Comprehensive Income Note 30 June 2026 $’000 30 June 2025 $’000 Restated EBIT before Specific Items (per above) 228,437 221,941 Interest income 9,917 5,977 Finance costs before Specific Items 2.3 (42,591) (50,151) Income tax expense (53,403) (44,853) Profit before Specific Items 142,360 132,914 Specific items 2.4 (676,212) (44,444) Income tax benefit on Specific Items 2.4 195,011 11,706 Net profit after income tax expense (338,841) 100,176 Geographic Information A majority of the Group’s external revenues arise out of sales to customers within Australia. Major customers The Group did not have any customers which accounted for more than 10% of operating revenue for the year (30 June 2025: none). 116 Year ended 30 June 2026115 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Period ended 30 June 2025 (Restated) Streaming & Broadcast $’000 Publishing $’000 Corporate $’000 Total $’000 Advertising revenue 980,432 189,102 - 1,169,534 Subscription revenue 491,772 229,136 - 720,908 Affiliate revenue 113,113 - - 113,113 Circulation revenue - 58,771 - 58,771 Program sales 12,186 - - 12,186 Events revenue - 16,553 - 16,553 Other revenue 19,436 24,922 947 45,305 Total segment revenue (Note 2.1)2 1,616,939 518,484 947 2,136,370 2. Includes inter-segment revenue of $10,713,000. Accounting Policy The Group recognises revenue only when the performance obligation is satisfied and the control of goods or services is transferred, typically at the point of being published, broadcast or streamed. Where performance obligations have not been satisfied, the related revenue is deferred until such time that the performance obligations are met (refer to Note 3.4). Amounts disclosed as revenue are net of commissions, rebates, discounts and returns which are recognised when they can be reliably measured. The Group determined that the estimates of variable consideration are not constrained based on its historical experience, business forecasts and the current economic conditions. In addition, the uncertainty on the variable consideration is generally resolved within a short time frame. The following specific recognition criteria must also be met before revenue is recognised: Type of sales revenue Recognition Criteria Advertising revenue Streaming & Broadcast: • Recognised by reference to when an advertisement has been broadcast and specific viewer metrics contained in the agreement with the customer have been met. Publishing: • Revenue from the provision of advertising on websites is recognised over the period the advertisements are placed. • Revenue from advertising for newspapers, magazines and other publications is recognised on the publication date. Outdoor: • Revenue from outdoor advertising is recognised over the period in which the advertisement is displayed. Subscription revenue • Revenue from subscriptions for newspapers, magazines and other publications is recognised on the publication date. • Revenue for digital subscriptions and Stan subscriptions is recognised over time . Affiliate revenue • Affiliate revenue relates to the Group’ s entitlement to a percentage of advertising revenue derived by broadcast partners, payable to the Group as consideration for use of the Group’s program inventory. Revenue from affiliates is recognised on a monthly basis based on a percentage of revenue generated by the affiliate. Circulation revenue • Revenue from circulation for newspapers, magazines and other publications is recognised on the publication date. Program sales revenue • Revenue from program sales and recoveries, including syndicated programming content, is recognised when it is broadcast or as the program content is distributed. Events revenue • Revenue from events is recognised on completion of the related event. Other revenue includes transactional and non-trading revenue, which is recognised when the services are performed, and sublease income , which is recognised on a straight-line basis over the term of the lease. Type of other income Recognition Criteria Interest Recognised as the interest accrues using the effective interest method (which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial asset). Dividends Recognised when the right to receive payment has been established. Accounting Policy For the financial report for the year ended 30 June 2026, management has reviewed the Group's segments to reflect how the Chief Operating Decision Makers (determined to be the Board of Directors) review and manage the business. The reportable segments of the continuing business for the period ended 30 June 2026 are: ‐ Str eaming & Broadcast — includes free to air television activities, 9Now and the Stan subscription video on-demand service; ‐ Pub lishing — includes Nine Digital (Nine.com.au, Drive and other digital activities) and Metropolitan Media (metropolitan news, sport, lifestyle and business media across various platforms); and ‐ Out door — includes QMS Media, comprising a national portfolio of premium digital and static out-of-home advertising assets, including large format billboards, street furniture, and transport signage. The following changes have been made to reportable segments in the period ended 30 June 2026: ‐ Fol lowing a change in internal reporting, the results of the previously reported Broadcasting and Stan segments are now reported under the Streaming and Broadcast segment; and ‐ Fol lowing the divestment of Domain Group, Nine Radio, NBN / NTD (part of the previous Broadcasting segment), and Pedestrian Group (part of the Publishing segment), the results of these business have been presented as Discontinued Operations. Please refer to Note 6.1 for details. Comparative financial information has been restated accordingly to reflect these changes. Segment performance is evaluated based on segment earnings before interest, tax, depreciation and amortisation (EBITDA), before Specific Items. Specific items are items that by size and nature or incidence are relevant in explaining the financial performance of the Group and are excluded when assessing the underlying performance of the business. These are detailed in Note 2.4. Group finance costs on bank facilities, interest income and income taxes are managed on a Group basis and are not allocated to operating segments. Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third parties and are eliminated on consolidation. 2.2 Revenue and other income from continuing operations In the following table, revenue is disaggregated by major products / service lines. The table also includes a reconciliation of the disaggregated revenue with the Group’s reportable segments (see Note 2.1). Period ended 30 June 2026 Streaming & Broadcast $’000 Publishing $’000 Outdoor $’000 Corporate $’000 Total $’000 Advertising revenue 892,403 170,647 71,112 - 1,134,162 Subscription revenue 555,430 249,326 - - 804,756 Affiliate revenue 101,983 - - - 101,983 Circulation revenue - 56,523 - - 56,523 Program sales 11,768 - - - 11,768 Events revenue - 18,206 - - 18,206 Other revenue 34,239 22,792 6,315 5,349 68,695 Total segment revenue (Note 2.1)1 1,595,823 517,494 77,427 5,349 2,196,093 1. Includes inter-segment revenue of $7,042,000. Note 2.1 Segment Information from continuing operations (continued) 118 Year ended 30 June 2026117 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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2.3 Expenses from continuing operations 30 June 2026 $’000 30 June 2025 $’000 Restated Expenses Streaming & Broadcast1 2,064,697 1,484,239 Publishing 416,196 411,523 Outdoor 60,195 - Other2 96,594 45,682 Total expenses 2,637,682 1,941,444 Included in the expenses above are the following: Depreciation and amortisation (excluding program rights) 150,318 102,403 Salary and employee benefit expenses 608,275 591,019 Program rights 719,510 718,930 Total depreciation and amortisation, employee expenses and program rights 1,478,103 1,412,352 Finance Costs Interest on debt facilities 20,452 37,730 Interest on lease liabilities 21,202 11,662 Amortisation of debt facility establishment costs 937 759 Loss on modification of debt facilities – Specific Item - 5,700 Total finance costs 42,591 55,851 1. Includes a pre-tax impairment charge of $576.1 million recognised in respect of the Total TV cash generating unit (30 June 2025: $nil). Re fer to Note 3.6 for details. 2. Inc ludes corporate costs and Specific Items not allocated to segments. Accounting Policy BORROWING COSTS Interest is recognised as an expense using the effective interest method. Debt establishment costs are recognised as a reduction of the financial liability on initial recognition and amortised using the effective interest method. INTEREST UNWIND Long term liabilities of the Group are adjusted for the time value of money by discounting the expected future liability using a relevant internal rate of return or G100 AAA credit rated corporate bond rates. This discount is recognised as a reduction of the financial liability on initial recognition and amortised using the effective interest method, with an interest expense recognised across the term of the liability in the Consolidated Statement of Profit or Loss and Other Comprehensive Income as a Finance Cost. 2.4 Specific Items from continuing operations The net profit / (loss) after tax includes the following Specific Items, which by size and nature or incidence are relevant in explaining the financial performance of the Group: 30 June 2026 30 June 2025 Before tax $’000 Income tax benefit $’000 After tax $’000 Before tax $’000 Restated Income tax benefit $’000 Restated After tax $’000 Restated Impairment of indefinite life intangibles, tangible and other intangible assets (576,139) 172,520 (403,619) - - - Content specific provisions (32,846) 10,336 (22,510) - - - Acquisition related costs (24,470) - (24,470) - - - Restructuring costs (19,874) 6,188 (13,686) (22,684) 6,804 (15,880) Technology transformation projects (15,152) 4,546 (10,606) (8,292) 2,487 (5,805) Impairment of other assets (7,731) 1,421 (6,310) (7,768) 705 (7,063) Loss on debt modification facilities - - - (5,700) 1,710 (3,990) Total (676,212) 195,011 (481,201) (44,444) 11,706 (32,738) Impairment of indefinite life intangible, tangible and other intangible assets An impairment charge related to Total TV cash generating unit of $576.1 million ($403.6 million net of tax) has been recognised in respect of licences ($419.2 million), property, plant and equipment ($58.5 million), software assets ($52.5 million), right-of-use assets ($25.5 million) and program rights ($20.4 million), with a related reduction in deferred tax liabilities of $172.5 million (refer to Note 3.6 for details). Content specific provisions In the year ended 30 June 2026, the Group recognised onerous content acquisition contracts related to expected future commitments for legacy life-of-series Total TV content which will not be used. Acquisition related costs Legal and advisory fees incurred in relation to the acquisition of QMS Media (refer to Note 6.1 for details). Restructuring costs Restructuring costs include: ‐ $15 .8 million related to redundancy and restructuring programs across the Group, including $4.7 million related to professional services and consultancy fees; and ‐ $4. 1 million of property costs including onerous short-term property leases excess to requirements. In the year ended 30 June 2025, the Group incurred $15.2 million of redundancy and restructuring costs, $4.1 million of professional service and consultancy fees, and $3.4 million of property costs including onerous short-term property leases excess to requirements. Technology transformation projects Expenditure related to the implementation of significant technology transformation projects across the Group. Impairment of other assets The impairment of other assets includes: ‐ $4. 7 million of right-of-use assets relating to property leases held by the Group which are excess to requirements; and ‐ $3. 0 million related to a write down of an unlisted investment. In the year ended 30 June 2025, impairment of other assets included $5.4 million related to the write-down of a joint venture investment and $2.4 million of right-of-use assets relating to property leases excess to requirements. Loss on modification of debt facilities In the year ended 30 June 2025, a loss on modification of debt facilities totalling $5.7 million was recognised following the refinancing of the Group’s debt facility. The refinancing of this debt facility was a non-substantial modification under AASB 9 Financial Instruments which resulted in a loss on modification. 120 Year ended 30 June 2026119 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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2.5 Earnings per share 30 June 2026 30 June 2025 From continuing and discontinued operations Basic earnings per share before Specific Items (non-IFRS Measure) - cents 62.6 10.5 Diluted earnings per share before Specific Items1 (non-IFRS Measure) - cents 62.2 10.5 Basic earnings per share after Specific Items (IFRS Measure) - cents 32.3 6.6 Diluted earnings per share after Specific Items1 (IFRS Measure) - cents 32.1 6.6 Profit attributable to the ordinary equity holders of the parent used in calculating the basic and diluted earnings per share ($’000) from continuing and discontinued operations 511,286 103,889 From continuing operations Basic earnings per share before Specific Items1 (non-IFRS Measure) - cents 9.0 8.3 Diluted earnings per share before Specific Items1 (non-IFRS Measure) - cents 8.9 8.3 Basic earnings per share after Specific Items (IFRS Measure) - cents (21.4) 6.3 Diluted earnings per share after Specific Items1 (IFRS Measure) - cents (21.4) 6.3 Profit attributable to the ordinary equity holders of the parent used in calculating the basic and diluted earnings per share ($’000) (338,841) 100,176 Weighted average number of ordinary shares used as denominator for basic earnings per share (‘000) 2 1,584,147 1,583,658 Effect of dilution: Rights Plan shares under the performance rights plan (Note 4.4) (‘000)3 10,019 6,259 Weighted average number of ordinary shares adjusted for the effect of dilution (‘000) 1,594,166 1,589,917 1. Diluted earnings per share assumes that the executive long term incentive plan (Refer Note 4.4) is satisfied by issuing new shares. The Group’s pr actice to date has been to purchase the shares on the open market and if this practice continues there will be no difference between basic and diluted earnings per share. 2. The w eighted average number of ordinary shares includes the effect of changes in the weighted average Rights Plan Shares (Note 4.2). 3. The c ontingently issuable shares relate to performance rights that have been granted to executives and other senior management who have an impact on the Group’s performance. On satisfaction of vesting conditions, each performance right will convert to a share in the parent entity on a one-for-one basis or entitle the Participant o receive cash to the value of a share. Accounting Policy BASIC EARNINGS PER SHARE Basic earnings per share amounts are calculated by dividing the net profit / (loss) for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year, as adjusted for shares held in Trust (refer Note 4.2). DILUTED EARNINGS PER SHARE Diluted earnings per share amounts are calculated by dividing the net profit / (loss) attributable to ordinary equity holders of the parent by the sum of the weighted average number of ordinary shares outstanding during the year plus the number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares (such as performance rights) into ordinary shares. 3. Operating Assets and Liabilities 3.1 Cash and cash equivalents 30 June 2026 $’000 30 June 2025 $’000 (a) For the purpose of the statement of cash flows, cash and cash equivalents comprise the following at 30 June: - Cash on hand and at bank 92,387 141,668 Total cash and cash equivalents 92,387 141,668 (b) Reconciliation of profit after tax to net cash flows from operations: Profit after tax 510,567 133,338 Net gain on disposal of controlled entities and other assets (854,260) (76) Depreciation and amortisation 164,453 158,071 Impairment in property, plant & equipment 58,513 6,618 Impairment in right-of-use assets 30,348 2,375 Impairment of other assets 2,994 6,661 Impairment of program rights 20,337 - Impairment of intangibles 471,696 36,013 Remeasurement of contingent consideration - (5,630) Loss on modification and borrowing cost amortisation - 5,573 Share based payment expense 2,400 8,068 Share of associates’ net (losses) / profit (856) 887 Other non-cash items 975 (3,641) Changes in assets and liabilities: Trade and other receivables 86,469 (1,055) Program Rights and inventories (13,130) (6,198) Prepayments and other assets (12,881) 42,212 Income tax receivable / payable 7,981 29,907 Trade and other payables (20,558) 15,180 Provision for employee entitlements (9,474) 572 Other provisions 29,491 (24,880) Deferred income tax liability (309,211) (24,690) Foreign currency movements in assets and liabilities of overseas controlled entities (3,639) 296 Net cash flows from operating activities 162,215 379,601 3.1.1 Changes in liabilitie s from financing activities — bank facilities Bank Facilities $’000 At 1 July 2025 725,342 Disposal of Controlled Entities (Note 6.1) (185,865) Proceeds from borrowings 970,000 Repayments of borrowings (760,000) Borrowing cost amortisation 937 At 30 June 2026 750,414 At 1 July 2024 732,850 Proceeds from borrowings 260,000 Repayments of borrowings (270,000) Borrowing cost amortisation 2,492 At 30 June 2025 725,342 122 Year ended 30 June 2026121 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Accounting Policy Cash and cash equivalents in the Statement of Financial Position comprise cash at bank and in hand, deposits held at call with financial institutions and other short-term investments with original maturities of three months or less that are readily convertible to cash and subject to insignificant risk of changes in value. Bank overdrafts are shown within "Interest bearing loans and borrowings" in current liabilities on the Consolidated Statement of Financial Position. 3.2 Trade and other receivables 30 June 2026 $’000 30 June 2025 $’000 Current Trade receivables 314,942 355,326 Allowance for expected credit loss (4,773) (7,424) 310,169 347,902 Related party receivables (Note 6.6) - 3,335 Allowance for expected credit loss (Note 6.6) - (2,910) Other receivables 43,254 35,354 Total current trade and other receivables 353,423 383,681 Non-Current Loans to related parties (Note 6.6) - 21 Other receivables 8,042 3,848 Total non-current trade and other receivables 8,042 3,869 The movement in the allowance for expected credit loss of trade receivables is as follows: 30 June 2026 $’000 30 June 2025 $’000 As at 1 July (10,334) (14,468) Disposal of Controlled Entities (Note 6.1) 2,910 - Write off of expected credit losses - (427) Utilisation 2,651 4,561 As at 30 June (4,773) (10,334) Consisting of: Allowance for expected credit loss - Trade receivables (4,773) (7,424) Allowance for expected credit loss - Related party receivables - (2,910) The ageing analysis of trade receivables not considered impaired is as follows: PAST DUE BUT NOT IMPAIRED Total Not past due <30 days 31-60 days >61 days 30 June 2026 310,169 280,060 14,867 9,957 5,285 30 June 2025 347,902 316,924 22,355 5,443 3,180 Accounting Policy Trade receivables are recognised and carried at original invoice amount less an allowance for expected credit loss. They are non- interest bearing and are generally on 30 to 60 day terms. Expected credit losses (ECLs) for trade receivables are initially recognised based on the Group’s historical observed default rates. The Group applies a simplified approach in calculating ECLs and therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. At every reporting date, the historical observed default rates are updated and changes in the forward- looking estimates are analysed. Expected credit losses for individual trade receivables are recognised when there is an expectation that the Group will not be able to collect all amounts due according to the original trade terms. Collectability of trade receivables is reviewed on an ongoing basis. Individual debts that are known to be uncollectible are written off when identified. Factors considered as objective evidence of impairment include ageing and timing of expected receipts and the creditworthiness of counterparties. The amount of the impairment loss is the receivable carrying amount compared to the present value of estimated future cash flows the Group expects to receive. 3.3 Program rights and inventories 30 June 2026 $’000 30 June 2025 $’000 Current Program rights 469,451 476,680 Inventories 599 577 Total current program rights and inventories 470,050 477,257 Accounting Policy PROGRAM RIGHTS The Group recognises program rights for content which is in development or available for use. Programs rights, including those acquired overseas, are recorded at cost less amounts charged to the Statement of Profit or Loss and Other Comprehensive Income based on the transmission and useful life of the content and management’s assessment of the future benefit, which is regularly reviewed with additional write-downs made as considered necessary. Program rights are classified as current as the rights become available for use by the Group. This represents a change in classification from previous years whereby program rights were classified as non-current if the expected realisation of economic benefits flowing from their use was not expected to occur within 12 months. This change reflects the available nature of content inventory and the increasingly accelerated use of content across the Group’s digital platforms compared to legacy linear programming constraints, and therefore the expectation that rights will be utilised within the normal operating cycle once available. As a result of this change, comparative period balances have been restated with non-current program rights totalling $145.0 million as at 30 June 2025 reclassified to current program rights. INVENTORIES Inventories are carried at lower of cost or net realisable value (NRV). The NRV is the estimated future net cash inflows in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. KEY JUDGEMENTS, ESTIMATES AND ASSUMPTIONS The assessment of the appropriate carrying value of program rights requires estimation by management of the forecast future cash flows which will be derived from that content. This estimate is based on a combination of market conditions and the value generated from the broadcast of comparable programs. Due to the uncertainties in estimating forecast future cash flows, changes in economic and market conditions could result in changes in the carrying value in future periods. Note 3.1 Cash and cash equivalents (continued) 124 Year ended 30 June 2026123 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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3.4 Trade and other payables 30 June 2026 $’000 30 June 2025 $’000 Current – unsecured Trade and other payables 1 261,834 307,291 Program contract payables 124,580 141,636 Deferred income 75,728 82,470 Deferred consideration 524 - Total current trade and other payables 462,666 531,397 Non-current – unsecured Program contract payables 73,300 59,160 Other creditors 853 - Deferred income 4,450 545 Deferred consideration 2,963 - Contingent consideration - 5,756 Total non-current trade and other payables 81,566 65,461 1. No trade and other payables relate to amounts due to related parties as at 30 June 2026 (30 June 2025: $4,825,000). Refer to Note 6.6 for details. The total movement in deferred income during the year ended 30 June 2026 is as follows: 30 June 2026 $’000 30 June 2025 $’000 Current As at 1 July 82,470 83,449 Transfer from non-current 545 734 Disposals related to discontinued operations (Note 6.1) (3,550) - Acquisition of subsidiaries (Note 6.1) 2,806 - Recognised as revenue during the year (86,020) (83,940) Deferred during the year 79,477 82,227 As at 30 June 75,728 82,470 Non-current As at 1 July 545 734 Transfer to current (545) (734) Deferred during the year 4,450 545 As at 30 June 4,450 545 Accounting Policy Trade and other payables are carried at amortised cost. Liabilities are brought to account for amounts payable in relation to goods received and services rendered, whether or not billed to the Group at reporting date. The Group operates in a number of diverse markets, and accordingly the terms of trade vary by business. Terms of trade in relation to trade payables are, on average, 30 to 60 days from the date of invoice. Program contract payables are settled according to the contract negotiated with the program supplier. Deferred income represents the fair value of cash received for revenue relating to future periods. Income deferred will be recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income in the period when the goods are supplied, the service has been performed or all the necessary contractual obligations have been fulfilled. 3.5 Property, plant and equipment Freehold land and buildings Leasehold improvements Plant and equipment Work in progress Total property, plant and equipment $’000 $’000 $’000 $’000 $’000 Y ear ended 30 June 2026 At 1 July 2025, net of accumulated depreciation and impairment 11,515 67,711 72,161 1,803 153,190 Acquisition of subsidiaries (Note 6.1) - 947 167,675 36,563 205,185 Disposals related to discontinued operations (Note 6.1) (2,036) (1,702) (15,888) (307) (19,933) Additions - - 2,011 29,507 31,518 Transfers - 5,890 18,034 (23,924) - Reclassification to Intangibles - - - (5,677) (5,677) Disposals (7,071) - - - (7,071) Impairment (Note 2.4) - (27,131) (28,819) (2,563) (58,513) Depreciation expense (94) (9,710) (21,673) - (31,477) FX - 20 595 971 1,586 At 30 June 2026, net of accumulated depreciation and impairment 2,314 36,025 194,096 36,373 268,808 Y ear ended 30 June 2025 At 1 July 2024, net of accumulated depreciation and impairment 17,316 70,132 72,692 11,190 171,330 Additions 108 698 1,809 22,213 24,828 Transfers (155) 5,815 20,253 (25,913) - Reclassification to Intangibles - - - (3,967) (3,967) Disposals - - - - - Impairment (Note 2.4) (4,708) - (190) (1,720) (6,618) Depreciation expense (1,046) (8,934) (22,403) - (32,383) At 30 June 2025, net of accumulated depreciation and impairment 11,515 67,711 72,161 1,803 153,190 Freehold land and buildings Leasehold improvements Plant and equipment Work in progress Total property, plant and equipment $’000 $’000 $’000 $’000 $’000 At 30 June 2026, net of accumulated depreciation and impairment Cost (gross carrying amount) 17,200 153,849 448,044 39,685 658,778 Accumulated amortisation and impairment (14,886) (117,824) (253,948) (3,312) (389,970) Net carrying amount 2,314 36,025 194,096 36,373 268,808 At 30 June 2025, net of accumulated depreciation and impairment Cost (gross carrying amount) 26,307 148,714 276,041 3,523 454,585 Accumulated amortisation and impairment (14,792) (81,003) (203,880) (1,720) (301,395) Net carrying amount 11,515 67,711 72,161 1,803 153,190 126 Year ended 30 June 2026125 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Accounting Policy Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation and amortisation is calculated on a straight-line basis over the estimated useful life of the asset as follows: ‐ fre ehold buildings — 20 to 60 years ‐ lease hold improvements — lease term ‐ pla nt and equipment (including production equipment & digital screens) — 2 to 15 years ‐ com puter equipment — up to 6 years ‐ bil lboard structures — 15 to 20 years ‐ dig ital screens — 5 to 12 years The assets’ residual values, useful lives and amortisation methods are reviewed and adjusted as appropriate at each year end. IMPAIRMENT The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. The recoverable amount is the greater of fair value less costs to sell and value in use. The recoverable amounts are based on the present value of expected future cash flows. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets or cash- generating units are written down to their recoverable amount. Refer to Note 3.6 for details of the CGU recoverable amount assessment. DISPOSAL An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the Statement of Profit or Loss and Other Comprehensive Income in the year the item is derecognised. ASSETS HELD FOR SALE The Group classifies non-current assets and disposal groups as held for sale or for distribution to equity holders of the parent if their carrying amounts will be recovered principally through sale or a distribution rather than through continuing use. Such non-current assets and disposals are measured at the lower of their carrying amount and fair value less costs to sell or to distribute. Costs to sell or distribute are the incremental costs directly attributable to the sale or distribution, excluding finance costs and income tax expense. The criteria for held for sale or distribution classification is regarded as met only when the sale or distribution is highly probable, and the asset or disposal group is available for immediate sale or distribution in its present condition. Management must be committed to the sale or distribution which is expected to be completed within one year from the date of the classification. Property, plant and equipment assets are not depreciated or amortised once classified as held for sale or distribution. 3.6 Intangible assets Goodwill Licences Mastheads and Brand Names Customer relationships Site leases Software 1 Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 Y ear ended 30 June 2026 At 1 July 2025, net of accumulated amortisation and impairment 1,066,166 489,181 576,067 99,068 - 214,596 2,445,078 Acquisition of subsidiaries (Note 6.1) 459,344 - - - 181,500 5,534 646,378 Disposals related to discontinued operations (Note 6.1) (639,136) (40,853) (420,202) (99,068) - (97,852) (1,297,111) Additions - - - - - 95,119 95,119 Reclassification from PPE - - - - - 5,677 5,677 Disposals - - - - - - - Impairment (Note 2.4) 2 - (419,161) - - - (52,535) (471,696) Amortisation expense - - - - (6,836) (60,331) (67,167) At 30 June 2026, net of accumulated amortisation and impairment 886,374 29,167 155,865 - 174,664 110,208 1,356,278 Y ear ended 30 June 2025 At 1 July 2024, net of accumulated amortisation and impairment 1,066,166 525,134 573,952 117,102 - 174,538 2,456,892 Additions - - - - - 110,203 110,203 Transfers - - 2,750 (2,750) - - - Reclassification from PPE - - - - - 3,967 3,967 Disposals - - - - - - - Impairment - (35,953) (60) - - - (36,013) Amortisation expense - - (575) (15,284) - (74,112) (89,971) At 30 June 2025, net of accumulated amortisation and impairment 1,066,166 489,181 576,067 99,068 - 214,596 2,445,078 1. Capitalised development costs of software being, in part, an internally generated intangible asset. 2. In th e year ended 30 June 2026, an impairment charge of $471.7 million has been recognised in relation to the Total TV CGU. This has been classified as a Specific Item as detailed in Note 2.4. In the year ended 30 June 2025, an impairment charge of $36.0 million was recognised in relation to the now disposed Nine Radio CGU. Goodwill Licences Mastheads and Brand Names Customer relationships Site leases Software Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 At 30 June 2026, net of accumulated amortisation and impairment Cost (gross carrying amount) 2,410,491 610,892 1,255,464 - 181,500 610,300 5,068,647 Accumulated amortisation and impairment (1,524,117) (581,725) (1,099,599) - (6,836) (500,092) (3,712,369) Net carrying amount 886,374 29,167 155,865 - 174,664 110,208 1,356,278 At 30 June 2025, net of accumulated amortisation and impairment Cost (gross carrying amount) 2,590,283 651,745 1,682,427 239,186 - 601,822 5,765,464 Accumulated amortisation and impairment (1,524,117) (162,564) (1,106,360) (140,118) - (387,226) (3,320,386) Net carrying amount 1,066,166 489,181 576,067 99,068 - 214,596 2,445,078 Note 3.5 Property, plant and equipment (continued) 128 Year ended 30 June 2026127 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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3.6(a) Allocation o f non-amortising intangibles and goodwill The Group has allocated intangibles and goodwill to the following cash-generating units (“CGUs”): Goodwill $’000 Licences $’000 Mastheads and Brand Names $’000 Year ended 30 June 2026 Total TV - 29,167 - Stan 315,302 - 71,452 Publishing 111,728 - 84,413 Outdoor 459,344 - - Total licences and goodwill as at 30 June 2026 886,374 29,167 155,865 Year ended 30 June 2026 Total TV 3,300 468,884 - Stan 315,302 - 71,452 Publishing 111,728 - 84,413 Domain 635,836 - 420,202 Nine Radio - 20,297 - Total licences and goodwill as at 30 June 2025 1,066,166 489,181 576,067 3.6(d) Key assumptions Operating cashflow projections have been determined based on expectations of future performance, considering recent trading. Significant assumptions used in impairment testing are inherently subjective and, in times of economic uncertainty, the degree of subjectivity is higher than it might otherwise be. Changes in certain assumptions can lead to significant changes in the recoverable amount of these assets. In the context of this uncertain environment, the Group has based its impairment testing upon conditions existing at 30 June 2026 and what the Directors believe can reasonably be expected at that date. Key assumptions in the cash flows include revenue growth, cost of sales and operating expenses. These assumptions take into account management’s expectations of market demand and operational performance. The key assumptions on which management has based its cash flow projections when determining the value in use and fair value less cost of disposal calculations for each CGU are set out below. Management has applied its best estimates to each of these variables but cannot warrant their outcome. For the purpose of impairment testing, intangible assets with indefinite lives, including goodwill, are allocated to the Group’s operating divisions which represent the lowest level within the Group at which the assets are monitored for internal management purposes. Name of CGU Revenue and Expenditure Growth Assumptions 30 June 2026 Pre-Tax Discount Rate1 30 June 2026 Terminal Growth Rate2 30 June 2025 Pre-Tax Discount Rate1 30 June 2025 Terminal Growth Rate2 Total TV The advertising market for metro FTA television reflects management’s expectation of single digit decline in the short to medium term in line with market maturity and management’s expectations of market development. The advertising market for broadcast video-on-demand is expected to exhibit single-digit growth over the short to medium term consistent with industry market participant expectations. Total TV’s share of the metro FTA, and 9Now’s share of the broadcast video-on-demand, advertising markets in future years is estimated after consideration of recent audience performance in key demographics, revenue share performance and the impact of investment in content. Expenditure is assumed to show low single-digit decline across the forecast period (in non-Olympic years) reflecting expected contractual and inflationary increases offset by cost efficiencies related to the Nine 2028 strategic transformation program. 15.0% 0.0% 14.8% 1.0% Stan Revenue growth is in line with subscription video-on-demand business industry trends, taking account of ongoing investment in the diversification of content. Expenditure is assumed to increase over the life of the model, to support the forecast growth in revenue. 15.0% 3.5% 15.5% 3.5% Publishing Revenue is forecast to show single digit growth in the medium term based on growth of digital revenue and is in line with industry trends and management’s expectation of market development. Expenditure is assumed to show low single-digital growth over the life of the model, to support the forecast growth in revenue, partially offset by cost efficiencies related to the Nine 2028 strategic transformation program. 15.2% 1.0% 15.2% 0.0% Outdoor Revenue is forecast to show single digit growth in the medium term based on growth of digital revenue and is in line with industry trends and management’s expectation of market development. Expenditure is assumed to increase over the life of the model, to support the forecast growth in revenue. 11.9% 2.5% - - 1. The pre-tax discount rate applied to the cash flow projections of each CGU reflects the current market assessment of the time value of money and th e risks specific to the relevant segment in which the CGU operates. 2. Ter minal growth rate applied to each CGU is consistent with industry forecasts specific to each CGU. 3.6(b) Determination o f recoverable amount As at 30 June 2026, the Group determined Total TV, Stan, Publishing, and Outdoor to be CGUs. The recoverable amount of Nine’s CGUs is determined based on Value-in-use calculations using discounted cash flow projects based on financial forecasts covering a five-year period with a terminal growth rate applied thereafter, with the exception of the Total TV CGU, which is based on fair value less cost of disposal calculations using financial forecasts covering a five-year period, with a terminal growth rate applied thereafter. The CGU valuation of this CGU is therefore classified within Level 3 of the fair value hierarchy. The Group performed its annual impairment test in June 2026 for each CGU. The cash flow projections which are used in determining any impairment require management to make significant estimates and judgements. Each of the assumptions is subject to significant judgement about future economic conditions and the ongoing structure of markets in which the CGUs operate. Forecasted cashflows are risk-adjusted allowing for estimated changes in the business, the competitive trading environment and potential changes in customer behaviour. During the year to 30 June 2026, macro-economic uncertainty and cost-of-living pressures have continued to impact consumer spending and market sentiment, with elevated cash rates held throughout the period as the central bank seeks to return inflation to target. This has impacted the majority of markets in which Nine operates. Consequently, management’s expectation of the impact of current economic conditions has been incorporated when determining the recoverable amount of CGUs. 3.6(c) Impairment losse s recognised As a result of impairment analysis performed at 30 June 2026, management has identified an impairment in the Total TV CGU (part of the 'Streaming and Broadcast' segment) of $576.1 million ($403.6 million net of tax). This reflects the challenging traditional television advertising market, which is experiencing macro-economic headwinds and continued disruption by other mediums. As a result, licences ($419.2 million), property, plant and equipment ($58.5 million), software assets ($52.5 million), right-of-use assets ($25.5 million) and program rights ($20.4 million) have been impaired, with a related reduction in deferred tax liabilities of $172.5 million. This impairment charge is included within Expenses in the Statement of Profit and Loss and Other Comprehensive Income and has been disclosed as a Specific Item in Note 2.4. There is headroom in the Group’s remaining CGUs. Note 3.6 Intangible assets (continued) 130 Year ended 30 June 2026129 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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3.6(e) Sensitivity The estimated recoverable amounts of the Group’s CGUs represent Management’s assessment of future performance based on historical performance and expected future economic and industry conditions. The recoverable amount of the Publishing and Stan CGUs are in excess of the carrying amounts of intangible and tangible assets of the respective CGUs, and any reasonable adverse change in key assumptions would not lead to impairment. The Outdoor CGU was acquired on 31 March 2026 in an arms length transaction which reflected fair value (refer to Note 6.1 for details). Given the proximity of the acquisition date to the reporting date, and the absence of any internal or external factors which would impact the Group’s expectations regarding future performance of the business, Management has concluded that the carrying amount approximates the recoverable amount as at 30 June 2026. The estimated recoverable amount of the Total TV CGU is equal to the carrying value, following the impairment charge detailed above. Therefore, any future event that results in adverse changes to forward assumptions would result in further impairment. The following changes to the impairment assessment of this CGU are considered reasonably possible and would increase the impairment charge, assuming all other assumptions are held constant, by the following amounts: Assumption ($ million) Total TV 1.50% reduction in forecasted revenue growth per annum (111.5) 1.50% increase in forecasted expenditure growth per annum (97.1) 1.50% increase in the post-tax discount rate (41.6) 2.50% reduction in the terminal growth rate (43.3) Together any adverse changes in the key assumptions for this CGU would cumulatively result in a more significant impairment impact. However, this sensitivity analysis does not take into consideration any steps which management would take to mitigate the impact of these changes on the business. Note 3.6 Intangible assets (continued) Accounting Policy The Group's intangible assets comprise assets with finite useful lives, which are amortised on a straight-line basis, and assets with indefinite useful lives, which are not amortised but are subject to annual impairment testing. The accounting policies applied to the Group's primary classes of intangible assets are detailed below: GOODWILL Goodwill on acquisition is initially measured at cost, being the excess of the cost of the business combination over the Group’s interest in the net fair value of the identifiable assets and liabilities. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortised. As at the acquisition date, any goodwill acquired is allocated to each of the cash-generating units expected to benefit from the combination’s synergies. Goodwill is reviewed for impairment annually, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Impairment is determined by assessing the recoverable amount of the cash-generating unit to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised. LICENCES Licences are carried at cost less any accumulated impairment losses. The Directors regularly assess the carrying value of licences to ensure they are not carried at a value greater than their recoverable amount. No amortisation is recognised against these assets as the Directors consider that the licences are indefinite life intangible assets. MASTHEADS AND BRAND NAMES The Group’s mastheads and brand names operate in established markets with limited licence conditions and are expected to continue to complement the Group’s new media initiatives. On this basis, the Directors have determined that the majority of mastheads and brand names have indefinite useful lives as there is no foreseeable limit to the period over which the assets are expected to generate net cash inflows for the Group. As a result, these assets are not amortised but are tested for impairment annually. CUSTOMER RELATIONSHIPS Customer relationships purchased in a business combination are amortised on a straight-line basis over their useful lives, which are between five and fifteen years. SITE LEASES Site leases are carried at cost less accumulated amortisation and any accumulated impairment losses. Amortisation is calculated on a straight-line basis over the estimated finite useful lives of the underlying contracts or lease agreements. SOFTWARE Costs incurred to develop software for internal use and websites are capitalised and amortised over the estimated useful life of the software or website which is generally a period of three to five years. Costs related to design or maintenance of software for internal use and websites are expensed as incurred. Software-as-a-Service (SaaS) contracts are arrangements in which the Group does not currently control the underlying software used. Where expenditure relates to SaaS arrangements, an assessment is undertaken to determine if this can be capitalised. Where costs incurred to configure or customise SaaS arrangements result in the creation of a resource which is identifiable, and where the company has the power to obtain the future economic benefits flowing from the underlying resource and to restrict the access of others to those benefits, such costs are recognised as a separate intangible software asset and amortised over the useful life of the software on a straight-line basis. OTHER INTANGIBLE ASSETS Other intangible assets purchased in a business combination are capitalised at fair value as at the date of acquisition. Any other intangible assets acquired separately are capitalised at cost. Following initial recognition, the cost model is applied to the class of intangible assets. Only intangible assets with a finite life are amortised. Intangible assets are tested for impairment where an indicator of impairment exists, and annually in the case of indefinite life intangibles, either individually or at the cash generating unit level. Useful lives are also examined on an annual basis and adjustments, where applicable, are made on a prospective basis. Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit or Loss and Other Comprehensive Income when the asset is derecognised. KEY JUDGEMENTS, ESTIMATES AND ASSUMPTIONS The Group determines whether goodwill, and other identifiable intangible assets with indefinite useful lives, are tested for impairment on at least an annual basis. Other intangible assets are reviewed at least annually to determine whether any indicators of impairment exist, and if necessary, an impairment analysis is performed. Impairment testing requires an estimation of the recoverable amount of the cash generating units to which the goodwill and other intangible assets with indefinite useful lives are allocated. Refer above for key assumptions used. 132 Year ended 30 June 2026131 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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3.7 Provisions Employee entitlements $’000 Onerous contracts $’000 Other1 $’000 Total $’000 At 1 July 2025 153,356 25,152 67,777 246,285 Acquisition of subsidiaries (Note 6.1) 4,255 - 6,367 10,622 Disposals related to discontinued operations (Note 6.1) (17,564) - (3,570) (21,134) Arising during the period 71,812 36,681 8,426 116,919 Utilised during the period (68,343) (5,106) (10,115) (83,564) Reversal during the period (10,997) - - (10,997) Discount unwind 742 380 - 1,122 At 30 June 2026 133,261 57,107 68,885 259,253 Represented by: Current 122,714 6,928 60,412 190,054 Non-current 10,547 50,179 8,473 69,199 At 30 June 2026 133,261 57,107 68,885 259,253 1. Included in other provisions are content and royalties provisions $42.5 million (30 June 2025: $40.1 million), defamation provisions $17.8 million (3 0 June 2025: $23.3 million), provisions for property $8.6 million (30 June 2025: $2.7 million) and provisions for restructuring nil (30 June 2025: $1.7 million). Employee entitlements $’000 Onerous contracts $’000 Other $’000 Total $’000 At 1 July 2024 152,784 34,536 83,273 270,593 Arising during the period 84,297 1,274 19,460 105,031 Utilised during the period (81,636) (10,919) (34,956) (127,511) Reversal during the period (2,621) - - (2,621) Discount unwind 532 261 - 793 At 30 June 2025 153,356 25,152 67,777 246,285 Represented by: Current 139,095 5,128 65,638 209,861 Non-current 14,261 20,024 2,139 36,424 At 30 June 2025 153,356 25,152 67,777 246,285 Accounting Policy PROVISIONS Provisions are recognised when the Group has a legal or constructive obligation to make a future sacrifice of economic benefits to employees or other entities as a result of past transactions or other events, it is probable that a future sacrifice of economic benefit will be required, and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost within the Consolidated Statement of Profit or Loss and Other Comprehensive Income. EMPLOYEE ENTITLEMENTS Provision is made for employee benefits accumulated as a result of employees rendering services up to balance date including related on-costs. The benefits include wages and salaries, incentives, compensated absences and other benefits, which are charged against profits in their respective expense categories when services are provided or benefits vest with the employee. The provision for employee benefits is measured at the remuneration rates expected to be paid when the liability is settled. Benefits expected to be settled after 12 months from the reporting date are measured at the present value of the estimated future cash outflows to be made in respect of services provided by employees up to the reporting date. The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures, and years of service. Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows. Due to the uncertainties inherent in estimating future payments, including actual wage and salary levels and forecasted employee termination date, the actual costs may differ from the amounts provided. ONEROUS CONTRACTS The Group is carrying provision for onerous contracts (other than property contracts) where, due to changes in market conditions, the expected benefit derived from the contract is lower than the committed contractual terms. Due to the uncertainties inherent in estimating committed contractual terms, including the quantity and timing of content and inflation assumptions, the onerous element of the contract may differ from the amounts provided. OTHER Other provisions include: ‐ Def amation estimated based on the expected costs to be incurred. Due to the uncertainties inherent in estimating such claims and proceedings, including costs of legal counsel and the outcome of negotiated settlements or trials, the actual costs may differ from the amounts provided. ‐ Con tent and royalty provisions estimated based on the expected costs to be incurred. Due to uncertainties inherent in estimating such claims, the actual costs may differ from the amounts provided. ‐ Pro perty leases, other than those accounted for in accordance with AASB 16, are considered to be an onerous contract if the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it. Where a decision has been made to vacate the premises or there is excess capacity and the lease is considered to be onerous, a provision is recorded. Due to the uncertainties inherent in the associated lease costs, estimating the timing of potential sub-leases and measurement of the potential recovery under sub-leasing arrangements, the actual costs may differ from the amounts provided. ‐ Mak egood provisions are recognised when a legal or constructive obligation arises to restore a leased property. The provision is measured at the present value of the estimated future expenditure required to restore leased premises to their original condition upon lease expiry, with a corresponding amount capitalised into the carrying value of the related right-of- use asset. The discount is subsequently unwound through finance costs and the capitalised asset is depreciated over the shorter of the lease term or useful life. ‐ Amoun ts payable in connection with restructuring, including termination benefits, on-costs, outplacement and consultancy services. Termination benefits are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal, or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Due to the uncertainties inherent in a restructuring process, the actual costs may differ from the amounts provided. KEY JUDGEMENTS, ESTIMATES AND ASSUMPTIONS ONEROUS CONTRACT PROVISIONS The Group has recognised onerous contract provisions in relation to various content and property lease contracts where the cost exceeds the economic benefit expected to be derived from the contract. In calculating the required onerous contract provision, Management has estimated future economic benefits expected to be derived from the related contracts. DEFAMATION PROVISION The Group has recognised a defamation provision related to a number of ongoing claims and proceedings against the Group. This provision is calculated based on Management’s best estimate of the costs expected to be incurred. 134 Year ended 30 June 2026133 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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3.8 Commitments <1 year $’000 1-5 years $’000 >5 years $’000 Total $’000 Year ended 30 June 2026 Capital expenditure 7,973 - - 7,973 Lease commitments – Group as lessee 15,211 48,999 12,160 76,370 Lease commitments – Group as lessor 1 (5,627) - - (5,627) Television and Subscription Video on Demand program and sporting broadcast rights 419,031 1,270,527 646,781 2,336,339 Total Commitments 436,588 1,319,526 658,941 2,415,055 Year ended 30 June 2025 Capital expenditure 4,168 - - 4,168 Lease commitments – Group as lessee 18,904 55,653 20,315 94,872 Lease commitments – Group as lessor 1 (4,453) - - (4,453) Television and Subscription Video on Demand program and sporting broadcast rights 414,384 1,022,732 140,285 1,577,401 Total Commitments 433,003 1,078,385 160,600 1,671,988 1. The Group has commercial subleases on office premises and amounts disclosed above represent the future minimum rentals receivable under non- canc ellable operating leases. Lease commitments include lease of land and buildings where the lease term has not yet commenced, and outgoings where the application of AASB 16 is not applicable. All lease commitments consist of fixed payments. Renewal terms are included in certain contracts, whereby renewal is at the option of the specific entity that holds the lease. On renewal, the terms of the leases are usually renegotiated. There are no restrictions placed upon the lessee by entering into these leases. Television and Subscription Video on Demand program and sporting broadcast rights commitments relate to future committed expenditure for long-term content rights contracts which the Group is party to at the reporting date. Commitments include FTA Television, Broadcast Video on Demand and Subscription Video on Demand content. On 7 July 2026, the Group executed an agreement for the broadcast rights of the National Rugby League (NRL) and National Women’s Rugby League (NRLW) covering the 2028 to 2034 seasons. Consequently, the Group’s commitments have been updated to reflect the financial obligations associated with this new agreement. 3.9 Leases The Group leases various assets including premium outdoor advertising sites, commercial offices and premises, and other assets. The carrying values and operational movements of these right-of-use assets are as follows: Right-of-use assets ROU property ROU site leases ROU plant and equipment Total ROU assets $’000 $’000 $’000 $’000 Year ended 30 June 2026 At 1 July 2025, net of accumulated depreciation and impairment 218,994 - 8,229 227,223 Acquisition of subsidiaries (Note 6.1) 16,178 619,672 1,101 636,951 Disposals related to discontinued operations (Note 6.1) (35,732) - (390) (36,122) Additions 8,501 44,356 2,597 55,454 Disposals / Modifications (1,831) (1,642) (532) (4,005) Impairment (Note 2.4) (24,760) - (5,588) (30,348) Depreciation expense (24,999) (23,655) (3,019) (51,673) Foreign Exchange (280) - - (280) At 30 June 2026, net of accumulated depreciation and impairment 156,071 638,731 2,398 797,200 Year ended 30 June 2025 At 1 July 2024, net of accumulated depreciation and impairment 229,270 - 8,076 237,346 Additions 24,611 - 4,336 28,947 Disposals / Modifications (499) - (479) (978) Impairment (Note 2.4) (2,375) - - (2,375) Depreciation expense (32,013) - (3,704) (35,717) At 30 June 2025, net of accumulated depreciation and impairment 218,994 - 8,229 227,223 Lease liabilities 30 June 2026 $’000 30 June 2025 $’000 At 1 July 333,223 346,368 Acquisition of subsidiaries (Note 6.1) 633,374 - Disposals related to discontinued operations (Note 6.1) (53,403) - Additions 55,454 28,947 Disposals / Modifications (4,115) (187) Interest expense 21,202 13,826 Lease payments (66,385) (55,731) At 30 June 919,350 333,223 Disclosed as: Lease liabilities (current) 40,565 43,643 Lease liabilities (non-current) 878,785 289,580 Total lease liabilities 919,350 333,223 Short-term leases and leases of low-value assets The Group applies the short-term and low-value lease exemptions and therefore does not recognise right-of-use assets or lease liabilities on such leases. Instead, lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term. 136 Year ended 30 June 2026135 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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30 June 2026 $’000 30 June 2025 $’000 Depreciation and impairment expenses of right-of-use assets 82,021 38,092 Interest expense on lease liabilities 21,202 13,826 Expense relating to short-term leases - 210 Expense relating to leases of low-value assets 227 260 Total amount recognised in statement of profit or loss 103,450 52,388 Payments related to short-term leases and leases of low-value assets of $0.2 million (30 June 2025: $0.5 million) are classified within Payments t o Suppliers an d E mployees’ in the Co nsolidated S t atement o f Cash Flows. The Group is not party to an y l ease agreements w hich contain variable lease payments. Sub-leases During the year ended 30 June 2026, the Group generated sub-lease income in relation to leased space which was excess to Group requirements of $7.9 million (30 June 2025: $6.0 million). This is recognised as Other Revenue as detailed in Note 2.2. Future rental payments Set out below are the undiscounted future rental payments relating to periods following the exercise date of extension and termination options. These amounts are not included in the lease liability and would be payable should those options be exercised: Within five years $’000 More than five years $’000 Total $’000 Extension options expected not to be exercised 4,604 303,896 308,500 Termination options expected to be exercised - - - At 30 June 2026 4,604 303,896 308,500 Extension options expected not to be exercised 6,494 326,190 332,684 Termination options expected to be exercised - - - At 30 June 2025 6,494 326,190 332,684 Accounting Policy LEASES The Group assesses whether a contract is, or contains, a lease at inception. A contract contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. For these arrangements, the Group recognises a right-of-use asset and a corresponding lease liability at the lease commencement date, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low- value assets. Payments for these exempt leases are recognised as an operating expense on a straight-line basis over the lease term. The right-of-use asset is initially measured at cost and subsequently measured at cost less accumulated depreciation and impairment losses, adjusted for any remeasurement of lease liabilities. The right-of-use assets are depreciated on a straight- line basis. Right-of-use assets are subject to an impairment assessment under AASB 136 Impairment of Assets at each reporting date. The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease. The lease liability is subsequently measured by increasing the carrying amount to reflect interest expense (calculated using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. Identifiable lease liabilities acquired in a business combination are measured at the present value of the remaining lease payments as of the acquisition date, discounted using the Group’s incremental borrowing rate at that date. Right-of-use (ROU) assets are recognised at an amount equal to the lease liability, adjusted for any favorable or unfavorable lease terms relative to market conditions at the acquisition date. Right-of-use assets are depreciated on a straight-line basis over the shorter of the asset's useful life or the lease term. The depreciation periods are as follows: - right-of-use property — lease term; - right-of-use site leases — lease term; and - right-of-use plant and equipment (including production equipment) — lease term. The assets’ residual values, useful lives and amortisation methods are reviewed and adjusted as appropriate at each year. KEY JUDGEMENTS, ESTIMATES AND ASSUMPTIONS The Group has applied certain judgements including which contractual arrangements represent a lease, the period over which the lease exists, the variability of future cash flows and the applicable incremental borrowing rates used to calculate the lease liability and related lease asset. Note 3.9 Leases (continued) 138 Year ended 30 June 2026137 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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4. Capital Structure and Management 4.1 Interest bearing loans and borrowings 30 June 2026 $’000 30 June 2025 $’000 Current Bank facilities unsecured 100,543 100,963 Total current interest bearing loans and borrowings 100,543 100,963 Non-current Bank facilities unsecured 649,871 624,379 Total non-current interest bearing loans and borrowings 649,871 624,379 The Group is party to a $900.0 million (30 June 2025: $900.0 million) syndicated bank facility which is comprised of a $100.0 million working capital facility which expires in December 2026, a $300.0 million revolving facility expiring in December 2027, a $300.0 million revolving facility expiring in December 2028, and a $200.0 million facility expiring in December 2029. As at 30 June 2026, $750.0 million (30 June 2025: $540.0 million) of the syndicated facilities were drawn. A $135.0 million bank guarantee facility (30 June 2025: $100.0 million) is also available to the Group on a rolling annual basis. As of 30 June 2026, $112.2 million was drawn (30 June 2025: $22.7 million). The corporate facilities available to the Group are provided by a syndicate of banks and financial institutions. The interest rate for drawings under these facilities is the applicable bank bill rate plus a credit margin. These facilities are supported by guarantees from most of the Company’s wholly-owned subsidiaries but are otherwise provided on an unsecured basis. These facilities impose various affirmative and negative covenants on the Company and the Group, including restrictions on encumbrances, and customary events of default, including a payment default, breach of covenants, cross-default and insolvency events. As part of the corporate facilities, the Group is subject to certain customary financial covenants measured on a six-monthly basis. The Group has been in compliance with its financial covenant requirements during the year ended, and as at, 30 June 2026. Following the acquisition of QMS Media (refer Note 6.1), certain QMS entities are required to join the guarantor group to comply with the covenant requirements of the Group's syndicated debt facilities. As at 30 June 2026, these entities cannot yet be added to the guarantor group as it requires shareholder approval at the next AGM in compliance with the debt agreement. In the unlikely event that shareholder approval were not obtained, the QMS entities would be unable to join the guarantor group, which would result in non- compliance with the guarantor requirements of the Group's syndicated facility agreement and necessitate alternative arrangements with lenders. Management considers the likelihood of shareholder approval not being obtained, and consequently the risk of the QMS entities not joining the guarantor group, to be remote. Accounting Policy All loans and borrowings are initially recognised at the fair value of the consideration received net of incremental issue costs associated with the borrowing. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised costs using the effective interest method. 4.2 Share capital and Other Reserves 4.2(a) Share Capital 30 June 2026 $’000 30 June 2025 $’000 Issued share capital Ordinary shares authorised and fully paid 1,895,670 1,894,972 1,895,670 1,894,972 Movements in issued share capital – ordinary shares Carrying amount at the beginning of the financial period 1,894,972 1,894,095 Vesting of Rights Plan shares (Note 4.4) 698 877 Carrying amount at the end of the financial period 1,895,670 1,894,972 The movement in total issued share capital during the year ended 30 June 2026 is as follows: 30 June 2026 No. of shares 30 June 2025 No. of shares Balance at beginning of the financial period 1,585,762,123 1,585,762,123 Share buy back - - Balance at the end of the financial period 1,585,762,123 1,585,762,123 At 30 June 2026, a trust controlled by the Company held 1,532,957 (30 June 2025: 1,913,662) ordinary fully paid shares in the Company. During the year ended 30 June 2026, nil shares (30 June 2025: nil shares) were acquired by the Trust. Shares are purchased for the purpose of allowing the Group to satisfy performance rights obligations to certain senior management of the Group. Performance rights exercised in each respective year have been settled using shares held by the Trust. The reduction in the Rights Plan Reserve is equal to the cost incurred to acquire the shares in the trust, on a weighted average basis. Terms and Conditions of Contributed Equity Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up or sale of the Company in proportion to the number of shares held. 140 Year ended 30 June 2026139 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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4.2(b) Other Re serves Other equity reserves presented in the Consolidated Statement of Changes in Equity on page 112 consist of: Foreign currency translation reserve The foreign currency translation reserve comprises the cumulative historical foreign currency translation related to subsidiaries with a functional currency which is different to the reporting currency of the Group (“Australian Dollars”). Fair value reserve of financial assets at FVOCI The fair value reserve of financial assets at Fair Value through Other Comprehensive Income (“FVOCI”) comprises: ‐ $22. 5 million gain relating to the cumulative fair value movements of defined benefit schemes since inception (30 June 2025: $20.6 million gain). Refer to Note 7.2 for details; offset by ‐ $22 .8 million loss relating to the cumulative fair value movements since inception of listed equities and unlisted entities designated at FVOCI under AASB 9 (30 June 2025: $22.9 million). Refer to Note 7.1 for details. Share-based payments reserve The share based payment reserve of $5.3 million at 30 June 2026 relates to on-foot equity settled performance right schemes for management of the Group (30 June 2025: $18.3 million, of which $14.4 million related to Domain Holdings Australia Limited management). Cash flow hedge reserve The cash flow hedge reserve relates to the cumulative effective portion of the fair value movement on cash flow derivative instruments. Refer to Note 4.5(b)(ii) for further details. Other reserves Other reserves relate to historical acquisition reserves, capital profits and general reserves. Accounting Policy SHARE CAPITAL Ordinary shares are classified as equity. Issued capital is recognised at the fair value of the consideration received by the Group, less transaction costs. SHARE-BASED PAYMENTS RESERVE The Group provides remuneration to senior management in the form of share-based payments, whereby employees render services as consideration for equity instruments. The transactions of these share-based payments are settled through a plan trust and are treated as being executed by the Group (an external third party acts as the Group’s agent) in the Group’s financial statements. Where shares to satisfy the Rights Plan are purchased by the plan trust, the consideration paid is deducted from total shareholders’ equity and the shares are treated as treasury shares until they are subsequently vested, sold, reissued or cancelled. Where such shares are vested, sold or reissued, any consideration received is included in shareholders’ equity. 4.3 Dividends paid and pr oposed 4.3(a) Dividends appropriated during the financial year During the year, the Company paid: ‐ a div idend of 4.0 cents per share (amounting to $63,427,955) in respect of the year ended 30 June 2025; ‐ a spe cial dividend of 49.0 cents per share (amounting to $777,023,440); and ‐ an in terim dividend of 4.5 cents per share (amounting to $71,359,087) in respect of the year ended 30 June 2026. 4.3(b) Proposed Dividends on Ordinary Shares not recognised as a liability Since the year end, the Directors have proposed a dividend of 3.0 cents per share amounting to $47,572,864 to be paid in October 2026. 4.3(c) Franking credits available for subsequent years The franking credits available for subsequent years as at 30 June 2026 is nil (30 June 2025: $80,554,692). The Company had an exempting account balance of $41,069,000 for the year ended 30 June 2026 (30 June 2025: $41,069,000). The Company became a former exempting entity as a consequence of the IPO in December 2013. As a result, the franking account balance at that time was transferred to an exempting account. Exempting credits will generally only be of benefit to certain foreign resident shareholders by providing an exemption from Australian dividend withholding tax. The exempting credits will generally not give rise to a tax offset for Australian resident shareholders. Accounting Policy A provision for dividends is not recognised as a liability unless the dividends are declared, determined or publicly recommended on or before the reporting date. Note 4.2 Share capital and Other Reserves (continued) 142 Year ended 30 June 2026141 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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4.4 Share-based payments Under the executive long-term incentive plan for the Company, performance rights (“NEC Rights”) have been granted to executives and other senior management who have an impact on the Group’s performance. On satisfaction of vesting conditions, each NEC Right will convert to a share in the Company on a one-for-one basis or entitle the Participant to receive cash to the value of a share. Details of the plan are included in the Remuneration Report on pages 85 to 106. The total expense (pre tax) recognised for share based payments during the financial period for the Group was $2,243,324 (30 June 2025: $2,719,121). Movement during the period The following table sets out the number of NEC Rights outstanding as at 30 June: 30 June 2026 Number 30 June 2025 Number Outstanding at 1 July 6,950,295 7,673,714 Granted during the year 6,378,137 2,875,931 Lapsed during the year1 (1,736,483) (1,430,448) Exercised (330,763) (611,207) Forfeited during the period1 (444,281) (1,557,695) Outstanding at 30 June2,3 10,816,905 6,950,295 1. These NEC Rights were forfeited by executives that left during the period. 2. Inc ludes 979,829 (30 June 2025: 1,544,243) NEC Rights in relation to executives that left in prior years which may be cash settled if they vest at the end of the testing period. 2,424,248 (30 June 2025: 1,008,707) of the performance rights have been issued with approval under ASX Listing Rule 10.14. 3. No NE C rights (30 June 2025: none) have vested but have not been exercised as at 30 June 2026. During the period ended, the Group awarded 204,405 shares (30 June 2025: 244,383) to senior management as part payment of their short-term incentives for the year ended 30 June 2025. An expense of $353,621 was recognised in respect of these incentives in the prior period (30 June 2025: $327,473). Accounting Policy The Group provides remuneration to senior management in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions). The cost for equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That cost is recognised in employee benefit expense, together with a corresponding increase in share-based payment reserves, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognised at each reporting date, until vesting date, reflects the extent to which the vesting period has expired. The share-based payments can be settled with either cash or equity at the election of the Group. Where terms of an individual’s share-based payment are modified to settle in cash, the cumulative expense is transferred from the share-based payment reserve to “Trade and other payables” in the Statement of Financial Position. 4.5 Financial instruments 4.5(a) Financial risk management The Group’s principal financial instruments, other than derivatives, comprise cash and short-term deposits and credit facilities (refer to Notes 3.1 and 4.1). The main purpose of these financial instruments is to manage liquidity and to raise finance for the Group’s operations. The Group has various other financial instruments, such as trade and other receivables and trade and other payables, which arise directly from its operations. The Group uses derivatives in accordance with Board approved policies to reduce the Group’s exposure to adverse fluctuations in interest rates and foreign exchange rates. Derivative instruments that the Group may use to hedge risks such as interest rate, foreign currency, and commodity price movements include: ‐ int erest rate swaps; and ‐ for ward foreign currency contracts. The Group’s risk management activities are carried out centrally, under policies approved by the Board, in cooperation with the Group’s operating units so as to maximise the benefits associated with centralised management of Group risk factors. 4.5(b) Capital risk management The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to shareholders through the optimisation of net debt and total equity balances. Capital risk management focuses on the maturity profile and stability of debt facilities. The Group’s capital structure is reviewed to maintain: ‐ suf ficient finance for the business at a reasonable cost; ‐ suf ficient funds available to the business to implement its capital expenditure and business acquisition strategies; and ‐ com pliance with all financial covenants. Where excess funds arise with respect to the funds required to enact the Group’s business strategies, consideration is given to repayment of debt, increased dividends or buy back of shareholder equity. 4.5(b)(i) Carrying value and Fair Values of Financial Assets and Financial Liabilities The carrying value of a financial asset or liability will approximate its fair value where the balances are predominantly short-term in nature, can be traded in highly liquid markets, and incur little or no transaction costs. The carrying values of the following accounts approximate their fair value: Account Note Cash and cash equivalents 3.1 Trade and other receivables 3.2 Trade and other payables 3.4 The Group uses various methods in estimating the fair value of a financial asset or liability. The different methods have been defined as follows: Level 1: The f air value is calculated using quoted prices in active markets. Level 2: The f air value is estimated using inputs other than quoted prices included in Level 1 that are observable for the asset or liability, through valuation techniques including forward pricing and swap models and using present value calculations. The models incorporate various inputs including credit quality of counterparties and foreign exchange spot rates, forward rates and listed share prices. Fair values of the Group’s financial liabilities are determined by using a DCF method and a discount rate that reflects the issuer’s borrowing rate as at the end of the reporting period. Level 3: Val uation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. The fair values hierarchy has been determined as follows for financial assets and financial liabilities of the Group at 30 June 2026: Level 1: Investment in listed equities (Note 7.1). Level 2: Forward foreign exchange contracts, interest rate swap contracts and interest bearing loans and borrowings (Note 4.1). Level 3: Investment in unlisted entities (Note 7.1) and CGU recoverable amount for Total TV (Note 3.6). 144 Year ended 30 June 2026143 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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The following table lists the carrying values and fair values of the Group’s derivative financial assets and derivative financial liabilities at balance date: Note 2026 2025 Carrying Amount $'000 Fair Value $'000 Carrying Amount $'000 Fair Value $'000 Derivative financial liabilities Foreign exchange contracts - current 4,700 4,700 331 331 Interest rate swap contracts - current 473 473 1,029 1,029 Total derivative financial instruments liabilities - current 5,173 5,173 1,360 1,360 Foreign exchange contracts - non-current 2,215 2,215 - - Interest rate swap contracts - non-current 1,577 1,577 - - Total derivative financial instruments liabilities - non-current 8,965 8,965 - - Bank facilities - current Syndicated facility unsecured - at amortised cost 4.1 100,543 100,543 100,963 100,963 Bank facilities - non-current Syndicated facility unsecured - at amortised cost 4.1 649,871 649,871 624,379 624,379 Total bank facilities 750,414 750,414 725,342 725,342 4.5(b)(ii) Market risk factors The key risk factors that arise from the Group’s activities, including the Group’s policies for managing these risks, are outlined below. Market risk is the risk that the fair value of future cash flows of the Group’s financial instruments will fluctuate because of changes in market prices. The market risk factors to which the Group is exposed are discussed in further detail below. Liquidity risk Liquidity risk is the risk that the Group cannot meet its financial commitments as and when they fall due. To help reduce this risk, the Group ensures it has readily accessible funding arrangements available. The contractual maturity of the Group’s financial assets and other financial liabilities are shown in the following tables. The amounts presented represent the future undiscounted principal and interest cash flows and therefore do not equate to the values shown in the Consolidated Statement of Financial Position. Contractual maturity (nominal cash flows) 2026 2025 Less than 1 year $'000 1 to 2 years $'000 2 to 5 years $'000 Over 5 years $'000 Less than 1 year $'000 1 to 2 years $'000 2 to 5 years $'000 Over 5 years $'000 Derivative - outflows Foreign exchange contracts - current 4,700 - - - 331 - - - Interest rate swap contracts - current 473 - - - 1,029 - - - Foreign exchange contracts - non current - 2,215 - - - - - - Interest rate swap contracts - non current - 1,577 - - - - - - Other financial assets 1 Cash assets 92,387 - - - 141,668 - - - Trade and other receivables 353,423 8,042 - - 383,681 2,405 1,201 263 Other financial liabilities 1 Trade and other payables 462,666 46,444 35,122 - 526,572 64,157 1,304 - Related party payables - - - - 4,825 - - - Lease liabilities (including interest) 158,511 145,523 398,570 490,352 53,756 52,859 135,789 131,344 Contingent consideration (including interest) - - - - - 4,485 2,000 - Deferred consideration (including interest) 524 2,963 - - - - - - Bank facilities (including interest) 2 142,013 329,801 363,174 - 135,178 32,904 658,085 - 1. For floating rate instruments, the amount disclosed is determined by reference to the interest rate at the last repricing date. 2. This assumes the amount drawn down at 30 June 2026 remains drawn until the facilities mature. Interest rate risk Interest rate risk refers to the risk that the value of a financial instrument or cash flows associated with the instrument will fluctuate due to changes in market interest rates. Interest rate risk arises from interest-bearing financial assets and liabilities that the Group utilises. Non-derivative interest-bearing assets are predominantly cash. The Group’s debt facilities are all floating rate liabilities, which gives rise to cash flow interest rate risks. The Group’s risk management policy for interest rate risk seeks to minimise the effects of interest rate movements on its asset and liability portfolio through management of the exposures, with use of interest rate swaps to be considered based on forecast earnings, net debt levels and interest expense. As at 30 June 2026, the Group is party to a number of interest rate swap contracts totalling $675 million, $300.0 million of which is expiring in June 2027 and $375 million expiring in June 2028. The Group maintains a mix of long-term and short-term debt to manage these risks as deemed appropriate. The Group designates which of its financial assets and financial liabilities are exposed to a fair value or cash flow interest rate risk, such as financial assets and liabilities with a fixed rate or financial assets and liabilities with a floating rate that is reset as market rates change. At balance date, the Group had the following mix of financial assets and financial liabilities that were not designated in cash flow hedges: 2026 2025 Average interest rate p.a. % Floating rate $'000 Non- interest bearing $'000 Total $'000 Average interest rate p.a. % Floating rate $'000 Non- interest bearing $'000 Total $'000 Financial assets Cash and cash equivalents 4.10 92,387 - 92,387 4.45 141,668 - 141,668 Trade and other receivables N/A N/A 361,465 361,465 N/A N/A 387,550 387,550 Financial liabilities Trade and other payables N/A N/A 544,232 544,232 N/A N/A 596,858 596,858 Lease liabilities 6.77 919,350 - 919,350 6.01 333,223 - 333,223 Bank facilities - at amortised cost 5.48 750,414 - 750,414 5.83 725,342 - 725,342 Interest rate sensitivity analysis The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected, after the impact of hedge accounting. Assuming the closing debt outstanding, with all other variables held constant, the Group’s profit before tax is affected through the impact on floating rate borrowings as follows: Effect on profit before tax Increase / decrease in basis points 2026 $'000 2025 $'000 AUD +/-100 (7,154) / 7,154 (5,250) / 5,250 AUD +/-200 (14,308) / 14,308 (10,500) / 10,500 Foreign currency risk Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to contractual payments for program rights in USD and EUR, and contractual receipts in USD. These transactions are highly probable. The Group manages this foreign currency risk by entering into forward foreign exchange contracts. The foreign exchange forward contracts are designated as cash flow hedges and are entered into for periods consistent with the foreign currency exposure of the underlying transactions. The foreign exchange forward contract balances vary with the level of expected foreign currency receipts and payments, and changes in foreign exchange forward rates. Note 4.5 Financial Instruments (continued) 146 Year ended 30 June 2026145 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Effects of hedge accounting The table below summarises the hedging instruments used to manage market risk: 30 June 2026 $'000 30 June 2025 $'000 Current liabilities Foreign exchange contracts 4,700 331 Interest rate swap contracts 473 1,029 Non Current liabilities Foreign exchange contracts 2,215 - Interest rate swap contracts 1,577 - Total derivative liabilities 8,965 1,360 The Group’s forward contracts are entered into to limit the risk of changes in foreign exchange rates which relate primarily to contractual payments for program rights in USD and EUR. The transaction dates, amounts and other critical terms of the hedging instruments are identical, thereby eliminating all hedge ineffectiveness. These transactions are highly probable as the agreement has been executed and there is no expectation that the transaction would not occur. The counterparty is highly reputable and credit risk is not expected to dominate any fair value movements on the swap. The following table summarises the impact of hedging instruments designated in hedging relationships on the Consolidated Statement of Financial Position: Cash flow hedges $'000 Notional amount Carrying amount assets/ (liabilities) Changes in fair value used for measuring ineffectiveness for the year 2026 2025 2026 2025 2026 2025 Foreign exchange risk Forward contracts (buy USD) US$174,390 US$16,190 (6,915) (331) - - Interest rate risk - - Interest swap contract AU$675,000 AU$300,000 (2,050) (1,029) - - The following table summarises the impact of hedged items designated in cash flow hedging relationships on the Consolidated Statement of Financial Position and the effect of the hedge relationships on Other Comprehensive Income: Cash flow hedges $'000 Cash flow hedge reserve Changes in fair value used for measuring ineffectiveness for the year Hedged gain / (loss) recognised in comprehensive income 2026 2025 2026 2025 2026 2025 Foreign exchange risk Forward contracts (7,641) (1,058) - - (5,554) (266) Interest rate risk Interest swap contract (2,050) (1,029) - - (2,050) (1,029) Total derivative liabilities (9,691) (2,087) - - (7,604) (1,295) As at 30 June 2026, the Group has US$31.9 million of unhedged future commitments relating to recently executed contracts for program rights and other operating expenditure payable over a three year period. 4.5(c) Credit risk exposures Credit risk is the risk that a contracting entity will not complete its obligations under a financial instrument and cause the Group to make a financial loss. The Group has exposure to credit risk on all financial assets included in the Group’s Consolidated Statement of Financial Position. To help manage this risk, the Group: ‐ has a p olicy for establishing credit limits; and ‐ man ages exposures to individual entities it either transacts with or with which it enters into derivative contracts (through a system of credit limits). The Group’s credit risk is mainly concentrated across a number of customers and financial institutions. The Group does not have any significant credit risk exposure to a single customer or group of customers, or individual institutions. Refer to Note 3.2 for details on the Group’s policy on impairment, its ageing analysis of trade receivables and the allowance for expected credit losses. The maximum exposure to credit risk is the carrying amount of current receivables. For those non-current receivables, the maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivables. Collateral is not held as security. Accounting Policy The Group uses derivative financial instruments, such as interest rate swaps and foreign currency contracts, to hedge its risks associated with interest rate and foreign currency fluctuations. Such derivative financial instruments are stated at fair value. Derivative financial instruments are recognised initially at fair value on the date the instrument is entered into and are subsequently remeasured at fair value or ‘mark to market’ at each reporting date. The gain or loss on remeasurement is recognised immediately in profit or loss unless the derivative is designated as a hedging instrument, in which case the remeasurement is recognised in equity. HEDGE ACCOUNTING Hedges are classified as fair value hedges when they hedge the exposure to changes in the fair value of a recognised asset or liability, or cash flow hedges where they hedge exposure to variability in cash flows that is either attributable to a particular risk associated with a recognised asset or liability or a forecasted transaction. At inception of the hedge relationship, the Group formally designates the relationship between hedging instruments and hedged items, as well as its risk management objective for undertaking various hedge transactions. The Group also documents its assessment at hedge inception date, and on an ongoing basis, as to whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items. The Group enters into hedge relationships where the critical terms of the hedging instrument are closely aligned with the terms of the hedged item and a qualitative assessment is performed to assess effectiveness. If changes in circumstances affect the terms of the hedged item, such as the terms are no longer closely aligned with the critical terms of the hedged instrument, a hypothetical derivative method is used to assess effectiveness. CASH FLOW HEDGE A derivative or financial instrument hedging the exposure to variability in cash flows attributable to a particular risk associated with an asset, liability or forecasted transaction. A cash flow hedge is used to swap variable interest rate payments to fixed interest rate payments, or to lock in foreign currency rates in order to manage the Group’s exposure to interest rate risk and foreign exchange risk. The effective part of any gain or loss on the derivative financial instrument is recognised in Other Comprehensive Income and accumulated in equity in the Cash Flow Hedge Reserve. The change in the fair value that is identified as ineffective is recognised immediately within Other Income or Other Expense. Amounts accumulated in equity are transferred to the Consolidated Statement of Profit or Loss and Other Comprehensive Income when the hedged item affects Profit or Loss or Other Comprehensive Income. When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to profit or loss. For derivatives that do not qualify for hedge accounting, any gains or losses arising from changes in fair value are taken to the Consolidated Statement of Profit or Loss and Other Comprehensive Income. Note 4.5 Financial Instruments (continued) 148 Year ended 30 June 2026147 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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5. Taxation 5.1 Income tax expense from continuing operations 30 June 2026 $’000 30 June 2025 $’000 Current tax expense 26,570 46,250 Deferred tax (benefit) / expense relating to the origination and reversal of temporary differences (168,178) (13,103) Income tax (benefit) / expense (141,608) 33,147 Reconciliation of tax expense to prima facie tax payable: (Loss) / Profit before income tax (480,449) 133,323 Prima facie income tax expense / (benefit) at the Australian rate of 30% (144,135) 39,997 Tax effect of: Share of associates’ net loss (257) 286 Difference between tax and accounting adjustments from acquisition and disposal of controlled entities 6,951 - Impairments, write down of investments and revaluation of derivative financial instruments 898 1,981 Adjustments in respect of current income tax of previous years - 971 Research and development tax offset (5, 037) (6,266) Other items – net (28) (3,822) Income tax (benefit) / expense (141,608) 33,147 5.2 Deferred tax assets and liabilities Deferred tax relates to the following: Consolidated statement of financial position Consolidated statement of profit or loss and other comprehensive income 30 June 2026 $’000 30 June 2025 $’000 30 June 2026 $’000 30 June 2025 $’000 Employee benefits provision 33,796 38,077 (4,281) 1,278 Other provisions and accruals 72,155 79,128 (6,973) 20,925 Property, plant and equipment 52,954 26,151 26,803 5,539 Intangible assets (97,417) (349,353) 251,937 2,840 Tax losses 10,342 - 10,342 (7,129) Business related costs deductible over five years 5,374 1,935 3,438 (1,304) Accelerated depreciation - program stock (50,020) (60,111) 10,090 3,434 Sports Rights (21,493) (14,770) (6,723) (24,639) Leases AASB 16 30,362 31,821 (1,459) 319 Other 8,422 6,864 1,558 1,437 Net deferred income tax asset / (liabilities) 44,475 (240,258) 284,732¹ 2,700 1. Consists of $168,178,000 of deferred tax gain to the Consolidated Statement of Profit or Loss and, $141,032,000 related to discontinued operations, of fset by $24,478,000 of deferred tax expense related to the acquisition of QMS Media. 30 Ju ne 2025: Consists of $13,103,000 of deferred tax benefit to the Consolidated Statement of Profit or Loss and $1,210,000 of deferred tax benefit recognised through equity reserves offset by $11,613,000 related to discontinued operations. 2. The G roup has no capital losses (30 June 2025: $24.1 million) available for future use. The temporary differences associated with investments in the Group’s associates and joint ventures, for which a deferred tax asset has not been recognised at 30 June 2026 is $10,066,845 (30 June 2025: $10,483,390). The Group has determined that the losses attributable to its associates and joint ventures will not be realised in the foreseeable future. The Group has applied the mandatory exception in AASB 112 Income Taxes to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes. Pillar Two income taxes legislation was substantively enacted in Australia on 26 November 2024 and became effective for the Group from 1 July 2024. Based on the full year result, the Group has satisfied the safe harbour tests or its effective tax rate exceeded 15 per cent in the jurisdictions in which it operates and therefore the application of the rules does not have any current tax impact on the Group for year ended 30 June 2026. The Group continues to monitor the developments around the implementation and enactment of Pillar Two income taxes and the detailed impact assessment of Pillar Two income taxes is ongoing. Accounting Policy Current tax liabilities are measured at the amount expected to be paid to the taxation authorities based on the current year’s taxable income. The tax rules and tax laws used to compute the amount are those that are enacted at the balance date. Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences: ‐ exc ept where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or ‐ in re spect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses, can be utilised except: ‐ whe re the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit not taxable profit or loss; or ‐ in re spect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Income taxes relating to items recognised directly in equity are recognised in other comprehensive income and not in the profit or loss for the year. TAX CONSOLIDATION The Company and its 100% owned Australian subsidiaries (collectively, the “Group”) are part of a tax consolidated group. As a result, members of the Group have entered into a tax sharing arrangement in order to allocate income tax expense to the wholly-owned subsidiaries on a pro-rata basis. In addition, the agreement provides for the allocation of income tax liabilities between the entities should the head entity default on its tax obligations. At the balance date, the possibility of default is remote. The head entity of the tax consolidated group is Nine Entertainment Co. Holdings Limited. The Company has recognised the current tax liability of the tax consolidated group. Members of the tax consolidated group are part of a tax funding agreement. The tax funding agreement provides for the allocation of current and deferred taxes to members of the tax consolidated group in accordance with their taxable income for the year. The allocation of taxes under the tax funding agreement is recognised as an increase / decrease in the subsidiaries’ intercompany accounts with the head entity. The Group has applied the group allocation approach to determine the appropriate amount of current and deferred tax to allocate to each member of the tax consolidated group. OTHER TAXES Revenues, expenses and assets are recognised net of the amount of GST except: ‐ whe re the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and ‐ rec eivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial Position. Cash flows are included in the Statement of Cash Flows on a gross basis and the GST components of cash flows arising from investing and financing activities, which are recoverable from, or payable to, the taxation authority, are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. 150 Year ended 30 June 2026149 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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6. Group Structure 6.1 Business combinations 6.1.1 Acquisitions On 31 March 2026, the Group acquired 100% of the issued capital of Shelley TopCo Pty Ltd (QMS) on a cash and debt free basis for $850.0 million. QMS is a leading digital outdoor media platform, with operations in Australia and New Zealand. With a footprint concentrated in metro areas, QMS adds a digitally focused and growing media platform that complements Nine’s existing media assets, whilst also benefiting from being part of the broader Nine Group. Assets acquired and liabilities assumed The fair values of the identifiable assets and liabilities of QMS as at the date of acquisition were: Fair value recognised on acquisition $'000 Assets Cash and cash equivalents 12,956 Trade and other receivables1 60,383 Property plant and equipment 205,185 Right-of-use assets 636,951 Site lease intangibles 181,500 Other intangible assets 5,534 Other assets 11,943 Total assets 1,114,452 Liabilities Trade and other payables 29,785 Deferred revenue 2,806 Provisions 10,622 Lease liabilities 2 633,374 Other liabilities 3,572 Deferred tax liability 24,524 Total liabilities 704,683 Total identifiable net assets at fair value 409,769 Non-controlling interest3 (922) Goodwill on acquisition 459,344 Fair value of 100% interest 868,191 1. The fair value of acquired trade receivables is $60,382,571. The gross contractual amount for trade receivables due is $61,235,349, with a loss all owance of $852,778 recognised on acquisition. 2 . The G roup measured the acquired lease liabilities using the present value of the remaining lease payments at the date of acquisition. The right-of- use assets were measured at an amount equal to the lease liabilities and adjusted, where applicable, to reflect the favourable terms of the lease relative to market terms. 3. The G roup has elected to measure the non-controlling interests in QMS at its share of identifiable net assets on acquisition date. The goodwill of $459.3 million comprises the value of expected synergies arising from the acquisition. Goodwill is allocated entirely to the Outdoor segment, as detailed in Note 3.6(a). None of the goodwill / indefinite life intangibles recognised are expected to be deductible for income tax purposes. The initial acquisition accounting for QMS was provisionally determined in June 2026. At the date of this report, the necessary market valuations and other calculations have not been finalised, and the fair value of the assets and liabilities, including deferred tax balances and goodwill were therefore only provisionally determined based on the Directors’ best estimate of the likely value. In accordance with AASB 3 Business Combinations , the Group has 12 months from the date of acquisition to finalise the acquisition accounting. From the date of acquisition, QMS contributed $77.4 million of revenue and $17.2 million of EBIT. If the combination had taken place at the beginning of the financial period, revenue would have been $295.4 million and EBITDA would have been $191.9 million. Detailed below is the total cash consideration transferred in respect of this acquisition: $'000 Consideration Purchase consideration (850,000) Working capital and net debt adjustment (18,191) Total cash consideration (868,191) $'000 Investing cash flows Cash consideration (868,191) Net cash acquired with QMS Media 12,956 Acquisition of a subsidiary, net of cash acquired (855,235) Operating cash flows Transaction costs (24,470) Payments to suppliers and employees (24,470) Total net cash outflow (879,705) Transaction costs of $24,470,000 were expensed and are classified as a Specific Item in Note 2.4. 6.1.2 Discontinued operations During the period, the Group completed the disposal of Domain, Nine Radio, NBN Television (NBN) / Darwin Television (NTD) and Pedestrian Group. Below is a reconciliation of the results of the Domain, Nine Radio, NBN / NTD and Pedestrian Group disposal groups for the period ending 30 June 2026: 30 June 2026 30 June 2025 Net profit / (loss) before income tax expense from discontinued operations $'000 $'000 Domain 902,696 80,292 Radio 18,914 (33,830) NBN / NTD (695) 5,260 Pedestrian Group (5,457) (2,470) Total 915,458 49,252 30 June 2026 30 June 2025 Net profit / (loss) after income tax expense from discontinued operations $'000 $'000 Domain 668,380 56,724 Radio 79,644 (22,125) NBN / NTD 89,326 (200) Pedestrian Group 12,058 (1,237) Total 849,408 33,162 152 Year ended 30 June 2026151 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Disposals during the period Domain Group On 7 August 2025, CoStar Group acquired 100% of the shares in Domain Holdings Australia Limited (Domain Group). Before this transaction, the Group held a controlling ownership stake in Domain and therefore the financial results of Domain Group were fully consolidated into Nine’s consolidated group results, with the business representing a significant operating segment of the Group. Domain Group operates a leading property marketplace in Australia, providing online property listings for residential and commercial sales and rentals, property data and insights, and associated services for agents, buyers, sellers, and renters. CoStar Group acquired 100% of Domain's issued capital for cash consideration of A$4.43 per share, consisting of: 1. A full y franked special dividend of 8.8 cents per share (received on 19 August 2025); and 2. Cash c onsideration of $4.34 per share (received on 27 August 2025). As a result of this transaction, the Group received $ 1.68 billion in cash proceeds for the Group’s investment in Domain which resulted in a net gain on sale of $670.3 million. 30 June 2026 30 June 2025 Gain on sale of discontinued operation $'000 $'000 Total consideration 1,680,451 - Transaction costs (12,483) - Carrying amount of net assets disposed (750,548) - Net gain / (loss) on sale before income tax expense 917,420 - Income tax benefit / (expense) (247,089) - Net gain / (loss) on sale after income tax expense 670,331 - The results of Domain Group for the period up until the change of ownership (7 August 2025) were as follows: 30 June 2026 30 June 2025 1 Profit and Loss from discontinued operations $'000 $'000 Revenues 39,166 415,926 Expenses (52,720) (321,872) Finance costs (1, 170) (13,762) Gain on disposal 917,420 - Net profit / (loss) from discontinued operations before income tax expense 902,696 80,291 Income tax benefit / (expense) (234,316) (23,568) Net profit / (loss) from discontinued operations after income tax expense 668,380 56,723 Net profit / (loss) for the period attributable to: Owners of the parent 668,973 39,848 Non-controlling interest (593) 16,875 Earnings per share attributable to ordinary equity holders of the parent Basic earnings after Specific Items (IFRS measure) - cents 42.2 1.7 Diluted earnings after Specific Items (IFRS measure) - cents 42.0 1.7 1. For the year-ended 30 June 25, items previously disclosed as Specific Items comprise revenue ($7.6m) and expenses ($5.9m). The cash flows of Domain Group included in the Consolidated Statement of Cash Flows are as follows: 30 June 2026 30 June 2025 Cashflows from discontinued operations $'000 $'000 Operating 18,056 107,261 Investing 1,671,964 (39,905) Financing (786) (49,554) Net cash (outflow) / inflow 1,689,234 17,802 Nine Radio On 30 April 2026, the Group disposed of 100% of the issued capital of Nine Radio, including all broadcast radio assets (2GB, 3AW, 4BC, 6PR, 2UE, Magic1278 and 4BH). Before this transaction, the business was consolidated into the Group's results as part of the ‘Streaming & Broadcast’ operating segment. As a result of this transaction, the Group received $56.0 million in cash proceeds after which, after taking account of related tax benefits, resulted in a net gain on sale of $82.7 million. 30 June 2026 30 June 2025 Gain on sale of discontinued operation $'000 $'000 Total consideration 56,000 - Transaction costs (4,999) - Carrying amount of net assets disposed (27,789) - Net gain / (loss) on sale before income tax expense 23,212 - Income tax benefit / (expense) 59,472 - Net gain / (loss) on sale after income tax expense 82,684 - The results of Nine Radio for the period up until the change of ownership (30 April 2026) are as follows: 30 June 2026 30 June 2025 Profit and Loss from discontinued operations $'000 $'000 Revenues 76,408 101,164 Expenses1 (80,167) (134,409) Finance costs (539) (585) Gain / (loss) on disposal 23,212 - Net profit / (loss) from discontinued operations before income tax expense 18,914 (33,830) Income tax benefit / (expense) 60,730 11,705 Net profit / (loss) from discontinued operations after income tax expense 79,644 (22,125) Earnings per share attributable to ordinary equity holders of the parent Basic earnings after Specific Items (IFRS measure) - cents 5.0 (1.4) Diluted earnings after Specific Items (IFRS measure) - cents 5.0 (1.4) 1. For the year-ended 30 June 2025, expenses include $43.3 million previously disclosed as Specific Items. The cash flows of Nine Radio included in the Consolidated Statement of Cash Flows Cash are as follows: 30 June 2026 30 June 2025 Cashflows from discontinued operations $'000 $'000 Operating 1,767 16,588 Investing (1,654) (3,027) Financing (1,522) (2,457) Net cash (outflow) / inflow (1,411) 11,104 Note 6.1.2 Discontinued operations (continued) 154 Year ended 30 June 2026153 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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NBN / NTD On 2 June 2026, the Group disposed of 100% of the issued capital of NBN Television (NBN) and Darwin Television (NTD). NBN is a regional television broadcaster delivering content across Northern New South Wales and NTD is a television broadcaster delivering content across Darwin, Palmerston, and the broader Northern Territory market. Before this transaction, these businesses were consolidated into the Group's results as part of the ‘Streaming & Broadcast’ operating segment. As a result of this transaction, the Group received $20.5 million in cash proceeds for the Group’s investment in NBN / NTD which, after taking account of related tax benefits, resulted in a net gain on sale of $87.2 million. 30 June 2026 30 June 2025 Gain / (loss) on sale of discontinued operation $'000 $'000 Total consideration 20,500 - Transaction costs (1,086) - Carrying amount of net assets disposed (21,315) - Net gain / (loss) on sale before income tax expense (1,901) - Income tax benefit / (expense) 89,109 - Net gain / (loss) on sale after income tax expense 87,208 - The results of NBN / NTD for the period up until the change of ownership (2 June 2026) are as follows: 30 June 2026 30 June 2025 Profit and Loss from discontinued operations $'000 $'000 Revenues 59,017 73,704 Expenses (57,647) (68,162) Finance costs (164) (282) Gain / (loss) on disposal (1,901) - Net profit / (loss) from discontinued operations before income tax expense (695) 5,260 Income tax benefit / (expense) 90,021 (5,460) Net profit / (loss) from discontinued operations after income tax expense 89,326 (200) Earnings per share attributable to ordinary equity holders of the parent Basic earnings after Specific Items (IFRS measure) - cents 5.6 - Diluted earnings after Specific Items (IFRS measure) - cents 5.6 - The cash flows of NBN / NTD included in the Consolidated Statement of Cash Flows Cash are as follows: 30 June 2026 30 June 2025 Cashflows from discontinued operations $'000 $'000 Operating 7,404 19,889 Investing (1,623) (765) Financing (1,208) (1,196) Net cash (outflow) / inflow 4,573 17,928 Pedestrian Group On 15 June 2026, the Group disposed of 100% of the issued capital of Pedestrian Group. Pedestrian Group operates a portfolio of youth-focused digital publishing and media brands, including PEDESTRIAN.TV and Pedestrian Jobs. Before this transaction, the business was consolidated into the Group's results as part of the ‘Publishing’ operating segment. As a result of this transaction, the Group received $1 in cash proceeds for the Group’s investment in Pedestrian Group which, after taking account of related tax benefits, resulted in a net gain on sale of $14.0 million. 30 June 2026 30 June 2025 Gain / (loss) on sale of discontinued operation $'000 $'000 Total consideration - - Transaction costs (170) - Gain / (loss) on disposal (3,765) - Net gain / (loss) on sale before income tax expense (3,935) - Income tax benefit / (expense) 17,972 - Net gain / (loss) on sale after income tax expense 14,037 - The results of Pedestrian Group for the period up until the change of ownership (15 June 2026) are as follows: 30 June 2026 30 June 2025 1 Profit and Loss from discontinued operations $'000 $'000 Revenues 5,582 7,349 Expenses (7,045) (9,746) Finance costs (59) (73) Gain / (loss) on disposal (3,935) - Net profit / (loss) from discontinued operations before income tax expense (5,457) (2,470) Income tax benefit / (expense) 17,515 1,233 Net profit / (loss) from discontinued operations after income tax expense 12,058 (1,237) Earnings per share attributable to ordinary equity holders of the parent Basic earnings after Specific Items (IFRS measure) - cents 0.8 (0.1) Diluted earnings after Specific Items (IFRS measure) - cents 0.8 (0.1) 1. For the year ended 30 June 2025, expenses inclusive of $1.4 million previously disclosed as Specific Items. The cash flows of Pedestrian Group included in the Consolidated Statement of Cash Flows Cash are as follows: 30 June 2026 30 June 2025 Cashflows from discontinued operations $'000 $'000 Operating (1,212) (5,580) Investing (965) (590) Financing (344) (589) Net cash (outflow) / inflow (2,521) (6,759) Note 6.1.2 Discontinued operations (continued) 156 Year ended 30 June 2026155 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Accounting Policy BUSINESS COMBINATIONS The acquisition method of accounting is used to account for all business combinations regardless of whether equity instruments or other assets are acquired. Consideration is measured as the fair value of the assets given, shares issued or liabilities incurred or assumed at the acquisition date. Where equity instruments are issued in a business combination, the fair value of the instruments is their published price at the acquisition date unless, in rare circumstances, it can be demonstrated that the published price at the acquisition date is an unreliable indicator of fair value, and that other evidence and valuation methods provide a more reliable measure of fair value. Transaction costs directly attributable to a business combination - including legal, advisory, valuation, and due diligence fees - are expensed in the Consolidated Statement of Profit or Loss and Other Comprehensive Income as incurred. Acquisition- related transaction costs are expensed in profit or loss as incurred, whereas costs directly attributable to the issuance of equity instruments by the parent are recognised directly in equity, and costs associated with securing debt financing are capitalised against the liability and amortised using the effective interest method. All identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. The excess of the consideration paid for business combination over the fair value of the Group’s share of the identifiable net assets acquired, is recognised as goodwill. If the cost of acquisition is less than the Group’s share of the fair value of the identifiable net assets of the subsidiary, the difference is recognised as a gain in the Consolidated Statement of Profit or Loss and Other Comprehensive Income, but only after a reassessment of the identification and measurement of the net assets acquired. Where settlement of any part of the consideration is deferred, the amounts payable in the future are discounted to their present value as at the acquisition date at the original effective interest rate. DISCONTINUED OPERATIONS A discontinued operation is a component of the Group that represents a separate major line of business or geographical area that has been disposed of or is held for sale. The results of discontinued operations are presented separately in the Statement of Profit or Loss, with prior periods restated for comparative purposes. When the Group loses control over a subsidiary, it derecognises the subsidiary's assets (including goodwill), liabilities, and any non-controlling interests at their carrying amounts at the date control is lost. Any consideration received and any retained investment in the former subsidiary are recognised at fair value. Amounts previously recognised in other comprehensive income relating to that subsidiary are reclassified to profit or loss or retained earnings, as appropriate. The resulting net gain or loss on disposal is recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income. KEY JUDGEMENTS, ESTIMATES AND ASSUMPTIONS Contingent consideration to be transferred by the acquirer on business combinations is recognised at fair value. Subsequent changes to the fair value of the contingent consideration are recognised in accordance with AASB 9 Financial Instruments in the Consolidated Statement of Profit or Loss and Other Comprehensive Income. The determination of these fair values involves judgement around the forecast results of those businesses. Note 6.1.2 Discontinued operations (continued) 6.2 Investments accounted for using the equity method 6.2(a) Equity accounted investments carrying amount: 30 June 2026 $’000 30 June 2025 $’000 Associated entities — unlisted shares 22,812 23,400 6.2(b) Investments in associates and joint ventures Interests in associates and joint ventures are accounted for using the equity method of accounting. Information relating to associates and joint ventures is set out below: % Interest1 Principal Activity Country of Incorporation 30 June 2026 30 June 2025 Adventure TV Channel Pty Ltd Television channel providers Australia 50 50 CopyCo Pty Ltd Content licensing Australia 25 25 Darwin Digital Television Pty Ltd2 Television broadcast Australia - 50 Freeview Ltd Television broadcast Australia 25 25 Future Women Pty Ltd3 Online content provider Australia - 50 Homebush Transmitters Pty Ltd4 Transmission services Australia - 50 Combined Translator Facilities Pty Ltd Television services Australia 25 25 NPC Media Pty Ltd Television playout services Australia 50 50 Oztam Pty Ltd Television audience measurement Australia 33 33 The Premium Content Alliance Media research and promotion Australia 29 29 TX Australia Pty Ltd Television transmission Australia 50 50 Digital Radio Broadcasting Sydney Pty Ltd4 Digital audio broadcasting Australia - 12 Digital Radio Broadcasting Melbourne Pty Ltd4 Digital audio broadcasting Australia - 18 Digital Radio Broadcasting Brisbane Pty Ltd4 Digital audio broadcasting Australia - 25 Digital Radio Broadcasting Perth Pty Ltd4 Digital audio broadcasting Australia - 17 Mediality Pty Ltd Newsagency & information service Australia 47 47 KindiCare Pty Ltd5 Online childcare service Australia - 21 Calibre Audience Measurement Limited6 Audience measurement for outdoor media New Zealand 20 - 1. The proportion of ownership is equal to the proportion of voting power held, except where stated. 2. On 2 Ju ne 2026, the shares in Darwin Digital Television Pty Limited were sold as part of the NBN / NTD sale. Refer to Note 6.1. 3. On 29 M ay 2026, the shares in Future Women Pty Ltd were sold. 4. On 30 A pril 2026, the shares in these companies were sold as part of the disposal of Nine Radio. Refer to Note 6.1. 5. On 7 Au gust 2025, the shares in KindiCare Pty Limited were sold as part of the disposal of Domain Group. Refer to Note 6.1. 6. On 31 M arch 2026, the shares in Calibre Audience Measurement Limited were acquired as part of the QMS Media acquisition. Refer to Note 6.1. 158 Year ended 30 June 2026157 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Accounting Policy Associates are entities over which the Group has significant influence, and which are not subsidiaries. Significant influence is the power to participate in the financial and operating policy decisions of the entity but is not control or joint control over those policies. A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. The investments in the associate or joint venture are accounted for using the equity method. They are carried in the Consolidated Statement of Financial Position at cost plus post-acquisition changes in the Group’s share of net assets of the associates, less any impairment. Goodwill relating to the associate or joint venture is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment. The Consolidated Statement of Profit or Loss and Other Comprehensive Income reflects the Group’s share of the results of operations of the associates or joint ventures. Dividends received from associates and joint ventures are recognised in the Consolidated Statement of Financial Position as a reduction in the carrying amount of the investment. When the Group’s share of losses in the associate or joint venture equals or exceeds its investment in the associate or joint venture, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate or joint venture. Any realised or unrealised gains and losses relating to transactions between the Group and the associate or joint venture are eliminated against the investment accounted for using the equity method. The financial statements of the associate or joint venture are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group. IMPAIRMENT After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its associate or joint venture. At each reporting date, the Group performs an impairment test to determine whether there is objective evidence that the investment in the associate or joint venture is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value, then recognises the loss within Expenses in the Consolidated Statement of Profit or Loss and Other Comprehensive Income. 6.2(c) Carrying amount of investments in associates and joint ventures 30 June 2026 $’000 30 June 2025 $’000 Balance at the beginning of the financial year 23,400 28,143 Acquisition of controlled entity (Note 6.1) 232 - Acquired during the year - 1,626 Disposals (1,626) - Impairment (Note 2.4) - (5,420) Share of associates and joint ventures net profit / (loss) for the year 856 (951) Share of associates and joint ventures net profit / (loss) from discontinued operations - 64 Dividends received or receivable (50) (62) Carrying amount of investments in associates and joint ventures at the end of the financial year 22,812 23,400 6.2(d) Share of ass ociates and joint ventures profit and income The following table illustrates the Group’s aggregate share of the profit from continuing operations, net profit after income tax and other / total comprehensive income from associates and joint ventures. 30 June 2026 $’000 30 June 2025 $’000 Net profit / (loss) before income tax 1,224 (1,267) Net profit / (loss) after income tax 856 (951) Net profit / (loss) after income tax from discontinued operations - 64 Other comprehensive income - - Total comprehensive income 856 (887) The Group’s current year share of losses of associates and joint ventures not recognised is $0.9 million (30 June 2025: $2.4 million). The Group’s cumulative share of losses of associates and joint ventures not recognised is $13.4 million (30 June 2025: $15.7 million). 6.2(e) Share of ass ociates and joint ventures assets and liabilities 30 June 2026 $’000 30 June 2025 $’000 Current assets 21,070 32,658 Non-current assets 42,085 40,489 Total assets 63,155 73,147 Current liabilities 19,107 25,240 Non-current liabilities 31,301 35,558 Total liabilities 50,408 60,798 6.2(f) Impairment No impairment has been recognised in the year ended 30 June 2026. In the year ended 30 June 2025, an impairment of $5,420,000 was recognised in respect of a joint venture investment. This was recognised as an expense in the Consolidated Statement of Profit and Loss and Other Comprehensive Income within the Streaming & Broadcast segment. Note 6.2 Investments accounted for using equity method (continued) 160 Year ended 30 June 2026159 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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6.3 Controlled entities 6.3(a) Investment in controlled entities The consolidated financial statements include the financial statements of Nine Entertainment Co. Holdings Limited and its controlled entities. Significant controlled entities and those included in an ASIC instrument with the parent entity are: Ownership interest Footnote Place of incorporation 30 June 2026 % 30 June 2025 % Nine Entertainment Co. Holdings Ltd A, B Australia Parent Entity Parent Entity Associated Newspapers Pty Ltd A, B Australia 100 100 Australian Openair Cinema Pty Limited A, B Australia 100 100 CarAdvice.com Pty Ltd A, B Australia 100 100 Channel 9 Australia Inc USA 100 100 Channel 9 South Australia Pty Ltd A, B Australia 100 100 David Syme & Co Pty Limited A, B Australia 100 100 Ecorp Pty Ltd A, B Australia 100 100 Fairfax Corporation Pty Limited A, B Australia 100 100 Fairfax Digital Australia & New Zealand Pty Limited A, B Australia 100 100 Fairfax Digital Pty Limited A, B Australia 100 100 Fairfax Entertainment Pty Limited A, B Australia 100 100 Fairfax Events Sub Pty Ltd1 Australia - 100 Fairfax Media Events NZ Limited2 New Zealand - 100 Fairfax Media Events Pty Ltd A, B Australia 100 100 Fairfax Media Group Finance Pty Ltd A, B Australia 100 100 Fairfax Media Limited A, B Australia 100 100 Fairfax Media Management Pty Limited A, B Australia 100 100 Fairfax Media Publications Pty Limited A, B Australia 100 100 Nine Entertainment (UK) Limited UK 100 100 Fairfax Media (US) Limited3 USA - 100 Fairfax Metro Pty Ltd Australia 100 100 Fairfax Metro (Operations) Pty Ltd Australia 100 100 Fairfax News Network Pty Ltd A, B Australia 100 100 Fairfax SPV No.1 Pty Limited B Australia 100 100 General Television Corporation Pty Limited A, B Australia 100 100 John Fairfax Pty Limited A, B Australia 100 100 John Fairfax & Sons Pty Limited A, B Australia 100 100 Micjoy Pty Ltd A, B Australia 100 100 Mi9 New Zealand Limited A, B New Zealand 100 100 NBN Enterprises Pty Limited4 Australia - 100 NBN Pty Ltd4 Australia - 100 Nine Digital Pty Ltd A, B Australia 100 100 Nine Entertainment Co. Pty Limited A, B Australia 100 100 Nine Entertainment Group Pty Limited A, B Australia 100 100 Nine Films & Television Distribution Pty Ltd A, B Australia 100 100 Nine Films & Television Pty Ltd A, B Australia 100 100 Nine Network Australia Holdings Pty Ltd A, B Australia 100 100 Nine Network Australia Pty Ltd A, B Australia 100 100 Nine Network Marketing Pty Ltd A, B Australia 100 100 Nine Network Productions Pty Limited A, B Australia 100 100 Nine Sales Pty Ltd A, B Australia 100 100 Nine Radio Operations Pty Limited5 Australia - 100 Ownership interest Footnote Place of incorporation 30 June 2026 % 30 June 2025 % Nine Radio Pty Limited5 Australia - 100 Nine Radio Syndication Pty Limited5 Australia - 100 Pedestrian Group Pty Limited6 Australia - 100 Petelex Pty Limited A, B Australia 100 100 Pink Platypus Pty Ltd A, B Australia 100 100 Queensland Television Holdings Pty Ltd A, B Australia 100 100 Queensland Television Pty Ltd A, B Australia 100 100 Radio 1278 Melbourne Pty Limited5 Australia - 100 Radio 2GB Sydney Pty Ltd5 Australia - 100 Radio 2UE Sydney Pty Ltd5 Australia - 100 Radio 3AW Melbourne Pty Limited5 Australia - 100 Radio 4BC Brisbane Pty Limited5 Australia - 100 Radio 6PR Perth Pty Limited5 Australia - 100 Radio Magic 882 Brisbane Pty Limited5 Australia - 100 Stan Entertainment Pty Ltd A, B Australia 100 100 Swan Television & Radio Broadcasters Pty Ltd A, B Australia 100 100 TCN Channel Nine Pty Ltd A, B Australia 100 100 Television Holdings Darwin Pty Limited4 Australia - 100 Territory Television Pty Ltd4 Australia - 100 The Age Company Pty Limited A, B Australia 100 100 Vident Pty Limited A, B Australia 100 100 White Whale Pty Ltd A, B Australia 100 100 Domain Holdings Australia⁷ Australia - 60 ACT Real Estate Media Pty Ltd⁷ Australia - 60 All Homes Pty Limited⁷ Australia - 60 Alldata Australia Pty Ltd⁷ Australia - 60 Australian Property Monitors Pty Limited⁷ Australia - 60 Bidtracker Holdings Pty Ltd⁷ Australia - 60 Bidtracker (VIC) Pty Ltd⁷ Australia - 60 Campaigntrack Pty Ltd⁷ Australia - 60 Commercial Real Estate Holdings Pty Ltd⁷ Australia - 60 Commercial Real Estate Media Nominees Pty Ltd⁷ Australia - 60 Commercial Real Estate Media Pty Limited⁷ Australia - 40 Commercialview.com.au Pty Ltd⁷ Australia - 40 Domain Group Finance Pty Limited⁷ Australia - 60 Domain Group New Zealand Limited⁷ New Zealand - 60 Domain Group Philippines, Inc⁷ Philippines - 60 Domain Operations Pty Limited⁷ Australia - 60 Homepass Australia Pty Ltd⁷ Australia - 60 Homepass Pty Ltd⁷ Australia - 60 IDS Gov Services Pty Ltd⁷ Australia - 60 Insight Data Solutions Holdings Pty Ltd⁷ Australia - 60 Insight Data Solutions Pty Ltd⁷ Australia - 60 MarketNow Payments Pty Ltd⁷ Australia - 60 Metro Media Publishing Pty Ltd⁷ Australia - 56 Metro Media Services Pty Ltd⁷ Australia - 60 MMP Bayside Pty Ltd⁷ Australia - 47 MarketNow Payments Pty Ltd⁷ Australia - 60 162 Year ended 30 June 2026161 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Note 6.3 Controlled entities (continued) Ownership interest Footnote Place of incorporation 30 June 2026 % 30 June 2025 % Metro Media Publishing Pty Ltd7 Australia - 56 Metro Media Services Pty Ltd7 Australia - 60 MMP Bayside Pty Ltd7 Australia - 47 MMP Eastern Pty Ltd7 Australia - 42 MMP Greater Geelong Pty Ltd7 Australia - 29 MMP Holdings Pty Ltd7 Australia - 60 MMP Moonee Valley Pty Ltd7 Australia - 42 MMP (DVH) Pty Ltd7 Australia - 38 MMP (Melbourne Times) Pty Ltd7 Australia - 42 National Real Estate Media Pty Limited7 Australia - 60 National Real Estate Nominees Pty Ltd7 Australia - 60 New South Wales Real Estate Media Pty Limited7 Australia - 30 Northern Territory Real Estate Media Pty Ltd7 Australia - 30 Property Data Solutions Pty Ltd7 Australia - 60 Property Data Solutions (2) Pty Ltd7 Australia - 60 Queensland Real Estate Media Pty Ltd7 Australia - 30 Realbase Pty Ltd7 Australia - 60 Realhub Services Pty Ltd7 Australia - 60 Realhub Studios Pty Ltd7 Australia - 60 Realhub Systems Pty Ltd7 Australia - 60 Review Property Pty Ltd7 Australia - 60 South Australia Real Estate Media Pty Ltd⁷ Australia - 30 Tasmania Real Estate Media Pty Ltd⁷ Australia - 30 Western Australia Real Estate Media Pty Ltd⁷ Australia - 30 Workstream Technologies Pty Ltd⁷ Australia - 60 Shelley Topco Pty Ltd⁸ A Australia 100 - Australian Billboard Company Pty Ltd⁸ A Australia 100 - Digital Outdoor Media (Aust) Pty Ltd⁸ A Australia 100 - Digital Outdoor Media (NSW) Pty Ltd⁸ A Australia 100 - Digital Outdoor Media (QLD) Pty Ltd⁸ A Australia 100 - Digital Outdoor Media (VIC) Pty Ltd⁸ A Australia 100 - Digital Outdoor Media (WA) Pty Ltd⁸ A Australia 100 - Elwood Outdoor Advertising Pty Ltd⁸ A Australia 100 - Octopus Property Pty Ltd⁸ A Australia 100 - Paramount Outdoor Pty Ltd⁸ A Australia 100 - Plexity Holdings Pty Ltd⁸ A Australia 100 - Q Media Pty Ltd⁸ A Australia 100 - QMS Australia Pty Ltd⁸ A Australia 100 - QMS Australian Holdings Pty Ltd⁸ A Australia 100 - QMS Media Pty Limited⁸ A Australia 100 - QMS New Zealand Investments Limited⁸ A Australia 100 - QMS New Zealand Outdoor Holdings Limited⁸ A Australia 100 - QMS New Zealand Outdoor Limited⁸ A Australia 100 - QMS Rail Media Pty Ltd⁸ A Australia 100 - Riverview Signage Pty Ltd⁸ A Australia 100 - QMS New Zealand Outdoor Limited⁸ A Australia 100 - QMS Rail Media Pty Ltd⁸ A Australia 100 - Riverview Signage Trust⁸ A Australia 100 - Ownership interest Footnote Place of incorporation 30 June 2026 % 30 June 2025 % Shelley Bidco Pty Ltd⁸ A Australia 100 - Shelley Midco 1 Pty Ltd⁸ A Australia 100 - Shelley Midco 2 Pty Ltd⁸ A Australia 100 - Shelley Newco 1 Pty Ltd⁸ A Australia 100 - Shelley Newco 2 Pty Ltd⁸ A Australia 100 - Skyline Digital Pty Ltd⁸ A Australia 100 - Standout Media Pty Ltd⁸ A Australia 100 - The Digital Outdoor Group Pty Ltd⁸ A Australia 100 - Omnigraphics Limited⁸ New Zealand 75 - A. These controlled entities have entered into a deed of cross guarantee with the parent entity under ASIC Corporations (Wholly-owned Companies) in strument 2016/785 — the “Closed Group” (refer to Note 6.4). B. Mem bers of the “Extended Closed Group” (refer to Notes 4.1 and 6.4 for further detail) 1. Thi s entity was deregistered on 15 October 2025. 2. Thi s entity was deregistered on 6 August 2025. 3. Thi s entity was deregistered on 5 March 2026. 4. The se entities were disposed of on 2 June 2026 as part of the NBN / NTD sale. 5. The se entities were disposed of on 30 April 2026 as part of the Nine Radio sale. 6. Thi s entity were disposed of on 15 June 2026 as part of the Pedestrian Group sale. 7. The se Domain entities were disposed of on 27 August 2025 as part of the Domain Group sale. 8. The se entities were acquired as part of the QMS Media acquisition on 31 March 2026. On 30 April 2026, the following companies ceased to be a party to the Deed of Cross Guarantee as a result of a notice of disposal: Nine Radio Pty Limited, Nine Radio Operations Pty Limited, Nine Radio Syndication Pty Limited, Radio 1278 Melbourne Pty Limited, Radio 2GB Sydney Pty Limited, Radio 2UE Sydney Pty Ltd, Radio 3AW Melbourne Pty Limited, Radio 4BC Brisbane Pty Limited, Radio 6PR Perth Pty Limited and Radio Magic 882 Brisbane Pty Limited. On 2 June 2026, the following companies ceased to be a party to the Deed of Cross-Guarantee as a result of a notice of disposal: NBN Enterprises Pty Ltd, NBN Pty Limited, Television Holdings Darwin Pty Ltd and Territory Television Pty Ltd. On 17 June 2026, the following companies became a party to the Deed of Cross-Guarantee under an Assumption Deed: Shelley TopCo Pty Ltd, Shelley Midco 1 Pty Ltd, Shelley Midco 2 Pty Ltd, Shelley Newco 1 Pty Ltd, Shelley Newco 2 Pty Ltd, Shelley Bidco Pty Ltd, QMS Media Pty Ltd, Digital Outdoor Media (Aust) Pty Ltd, Digital Outdoor Media (NSW) Pty Ltd, Digital Outdoor Media (QLD) Pty Ltd, Digital Outdoor Media (WA) Pty Ltd, Digital Outdoor Media (Vic) Pty Ltd, Octopus Property Pty Ltd, Plexity Holdings Pty Ltd, Q Media Pty Ltd, QMS Australia Pty Ltd, QMS Rail Media Pty Ltd, Riverview Signage Pty Ltd as trustee for Riverview Signage Trust, Skyline Digital Pty Ltd, Standout Media Pty Ltd, QMS Australian Holdings Pty Ltd, Paramount Outdoor Pty Ltd, Australian Billboard Company Pty Ltd, Elwood Outdoor Advertising Pty Ltd, The Digital Outdoor Group Pty Ltd, QMS New Zealand Investments Limited, QMS New Zealand Outdoor Holdings Limited and QMS New Zealand Outdoor Limited. On 15 June 2026, Pedestrian Group Pty Ltd ceased to be a party to the Deed of Cross-Guarantee as a result of a notice of disposal. 164 Year ended 30 June 2026163 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Note 6.3 Controlled entities (continued) 6.3(b) Non-controlling interest in controlled entities During the period, the material non-controlling interest of the Group relates to the 40% non-controlling interest in Domain Holdings Australia Limited, as well as a non-controlling interest held by Domain Holdings Australia Limited. This non-controlling interest was de-recognised as part of the disposal of the Group’s investment in Domain on 7 August 2025. Refer to Note 6.3(a). The summarised financial information of Domain Holdings Australia Limited is provided below. This information is based on amounts before inter-company eliminations. Summarised Consolidated Statement of Profit or Loss and Other Comprehensive Income 2026 $’000 2025 $’000 Total revenue and income 39,166 424,416 Expenses from operations excluding depreciation, amortisation, impairment and finance costs (52,720) (274,984) Impairment, depreciation, amortisation and finance costs (1,170) (54,620) Profit / (loss) from continuing operations before income tax expense (14,724) 94,812 Income tax expense (12,773) (23,568) Profit / (loss) from continuing operations after income tax expense (27,497) 71,244 Loss from discontinued operations after income tax expense 1 - - Other comprehensive income for the year - - Total comprehensive income (27,497) 71,244 Total comprehensive income attributable to: Owners of the parent (28,435) 64,816 Non-controlling interest 1 938 6,428 Dividends paid to non-controlling interests - 4,818 1. Relates to non-controlling interest of Domain Holdings Australia Limited. Summarised Consolidated Statement of Financial Position 30 June 2026 $’000 30 June 2025 $’000 Current assets - 112,540 Non-current assets - 1,408,351 Current liabilities - (87,269) Non-current liabilities - (288,730) Total Equity - 1,144,892 Attributable to: Equity holders of parent - 1,132,827 Non-controlling interest - 12,065 Summarised Consolidated Statement of Cash Flows 2026 $’000 2025 $’000 Operating - 107,260 Investing - (39,905) Financing - (49,554) Net decrease in cash and cash equivalents held - 17,801 Accounting Policy BASIS OF CONSOLIDATION The consolidated financial statements comprise the financial statements of the parent entity and its subsidiaries as at 30 June 2026. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Controlled entities are de-consolidated from the date control ceases. Subsidiary acquisitions are accounted for using the acquisition method of accounting. The financial statements of subsidiaries are prepared for the same reporting year as the parent entity, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist. All intercompany balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered. Non-controlling interests in the results and equity of subsidiaries are shown separately in the Consolidated Statement of Profit or Loss and Other Comprehensive Income, Consolidated Statement of Financial Position and Consolidated Statement of Changes in Equity respectively. 6.4 Deed of cross guarantee Pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785 and various deeds of cross guarantee entered into with the parent entity, certain controlled entities of Nine Entertainment Co. Holdings Limited have been granted relief from the Corporations Act 2001 requirements for preparation, audit and publication of accounts. These entities are referred to as the “Closed Group” and are detailed in Note 6.3. The debt facilities for the group (refer to Note 4.1) are supported by guarantees from most of the Company’s wholly-owned subsidiaries; these guarantors are referred to as the “Extended Closed Group” and are detailed in Note 6.3. The Statement of Consolidated Profit or Loss and Other Comprehensive Income of the entities which are members of the “Closed Group” and the “Extended Closed Group” for the year ended 30 June 2026 is as follows: Closed Group1 Extended Closed Group2 2026 $’000 2025 $’000 2026 $’000 2025 $’000 Consolidated Statement of Profit or Loss and Other Comprehensive Income Profit before income tax 150,880 87,901 149,093 91,630 Tax expense 57,794 (25,735) 59,809 (25,735) Net profit after income tax from operations 208,674 62,166 208,902 65,895 Dividends paid during the period 21,236 20,951 21,236 20,951 Adjustment for Entities which exited the closed Group during the year (120,889) - (120,889) - Accumulated losses at the beginning of the financial year (29,907) (113,024) (18,907) (105,753) Accumulated losses at the end of the financial year 79,114 (29,907) 90,342 (18,907) 1. Closed Group are those entities party to the Deed of Cross Guarantee as detailed in Note 6.3. 2. The debt facilities (refer to Note 4.1) are supported by guarantees from the Company’s subsidiaries; these guarantors are referred to as the “Extended Closed Group”. Refer to Note 6.3 for details. As at 30 June 2026, QMS entities are not part of the Extended Closed Group – please refer to Note 4.1 for details. 166 Year ended 30 June 2026165 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Note 6.4 Deed of cross guarantee (continued) The Consolidated Statement of Financial Position of the entities which are members of the “Closed Group” and the “Extended Closed Group” for the year ended 30 June 2026 is as follows: Closed Group1 Extended Closed Group2 30 June 2026 $'000 30 June 2025 $'000 30 June 2026 $'000 30 June 2025 $'000 Current assets Cash and cash equivalents 86,803 84,981 73,716 84,981 Trade and other receivables 353,127 323,057 288,432 323,057 Program rights and inventories 470,050 477,257 469,807 477,257 Prepayments 70,653 50,059 61,521 61,247 Assets held for sale 3,830 - 3,830 - Income tax receivable 116,527 - 93,980 - Total current assets 1,100,990 935,354 991,286 946,542 Non-current assets Receivables 8,042 4,244 6,161 4,244 Prepayments 25,925 45,575 25,925 45,575 Property, plant and equipment 268,650 149,499 54,891 149,499 Intangible assets 1,356,278 1,204,921 686,270 1,204,921 Right-of-use assets 792,570 200,571 133,364 200,571 Deferred Tax Asset 43,922 - 69,965 - Investment accounted for using the equity method 23,361 21,774 22,580 21,774 Investment in subsidiaries 9,101 785,396 9,649 785,396 Defined benefit plan 26,168 - 26,168 - Total non-current assets 2,554,017 2,411,980 1,034,973 2,411,980 Total assets 3,655,007 3,347,334 2,026,259 3,358,522 Current liabilities Trade and other payables 462,529 488,581 434,076 488,581 Provisions 189,570 195,603 185,761 195,603 Lease liabilities 39,875 38,097 39,875 38,097 Interest bearing loans and borrowings 100,543 100,963 100,538 100,963 Current income tax liabilities - 21,768 - 23,447 Derivative financial instruments 5,173 1,360 5,173 1,360 Total current liabilities 797,690 846,372 765,423 848,051 Non-current liabilities Trade and other payables 81,566 59,705 77,751 59,705 Provisions 69,199 32,176 62,154 32,176 Lease liabilities 873,932 263,620 215,539 263,620 Interest bearing loans and borrowings 649,871 440,410 649,871 440,410 Derivative financial instruments 3,792 - 3,792 - Deferred tax liabilities - 166,078 - 166, 638 Total non-current liabilities 1,678,360 961,988 1,009,107 962,548 Total liabilities 2,476,050 1,808,360 1,774,530 1,810,599 Net assets 1,178,957 1,538,974 251,729 1,547,923 1. Closed Group are those entities party to the Deed of Cross Guarantee as detailed in Note 6.3. 2. The d ebt facilities (refer to Note 4.1) are supported by guarantees from the Company’s subsidiaries; these guarantors are referred to as the “Extended Closed Group”. Refer to Note 6.3 for details. As at 30 June 2026, QMS entities are not part of the Extended Closed Group – please refer to Note 4.1 for details. 6.5 Parent entity disclosures Parent entity 2026 $'000 2025 $'000 (a) Financial Position Current assets 178,826 147,829 Non-current assets 968,037 1,367,229 Total assets 1,146,863 1,515,058 Current liabilities 248,343 95,553 Non-current liabilities - - Total liabilities 248,343 95,553 Net assets 898,520 1,419,505 Contributed equity 1,914,916 1,914,218 Reserves 8,815 7,448 Retained earnings (1,025,211) (502,161) Total Equity 898,520 1,419,505 (b) Profit and loss and comprehensive income Net profit for the year 388,429 53,648 Total profit and loss and comprehensive income for the year 388,429 53,648 168 Year ended 30 June 2026167 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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6.6 Related Parties 6.6(a) Transactions with related parties The following table provides the total value of transactions that were entered into with related parties for the relevant financial year: 2026 $'000 2025 $'000 Rendering of services to and other revenue from: Associates of Nine Entertainment Co: Adventure TV Channel Pty Ltd 624 4,869 Receiving of services from related parties: Associates of Nine Entertainment Co: Digital Radio Broadcasting Sydney Pty Ltd - 364 Dividends received from: Associates of Nine Entertainment Co: Combined Translator Facilities Pty Ltd 50 63 Amounts owed by related parties: Future Women Pty Ltd - 50 Amounts owed to related parties: Adventure TV Channel Pty Ltd - 4,728 NPC Media Pty Ltd - 8 Homebush Transmitters Pty Ltd - 89 Loans to related parties: 1 Darwin Digital Television Pty Ltd - 3,285 Other - 21 1. The loans granted to these related parties are non-interest bearing. Terms and conditions of transactions with related parties All of the above transactions, other than non-interest bearing loans, were conducted under normal commercial terms and conditions. Outstanding balances at the year end in relation to these transactions, disclosed under “amounts owed by related parties”, are made on terms equivalent to those that prevail on arm’s length transactions and settlement occurs in cash. For the year ended 30 June 2026, the Group has not made any additional allowance for expected credit losses and the allowance relating to amounts owed by related parties is nil (30 June 2025: $2.9 million). An impairment assessment is undertaken each financial year by examining the financial position of the related party and the market in which the related party operates to determine the expected credit loss. 6.6(b) Parent entity Nine Entertainment Co. Holdings Limited is the ultimate parent entity of the Group incorporated within Australia and is the most senior parent in the Group which produces financial statements available for public use. 6.6(c) Controlled entities, associates and joint arrangements Investments in associates and joint arrangements are set out in Note 6.2. Interests in significant controlled entities are set out in Note 6.3. 6.6(d) Key management personnel 6.6(d)(i) Transactions with key management personnel All transactions between the Group and its key management personnel and their personally related entities are conducted under normal commercial terms and conditions unless otherwise noted. 6.6(d)(ii) Compensation of key management personnel Remuneration by category 2026 $ 2025 $ Short-term employee benefits 4,385,192 4,156,255 Termination payments - 2,528,763 Post-employment benefits 121,659 149,414 Long-term benefits 538,769 365,000 Share-based payments 768,311 784,138 Total remuneration of key management personnel 5,813,931 7,983,570 The table includes current and former key management personnel. Detailed remuneration disclosures are provided in the Remuneration Report on pages 85 to 106. 170 Year ended 30 June 2026169 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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7. Other 7.1 Other Financial Assets 2026 $'000 2025 $'000 Non-current Investments in listed equities 2,715 2,026 Investments in unlisted entities - 2,995 Closing balance at 30 June 2,715 5,021 Investment in listed equities comprise an investment in Sports Entertainment Group Limited (ASX: SEG) of $2,715,000 as at 30 June 2026 (30 June 2025: $2,026,000). The Group’s investment in unlisted entities was impaired during the year, resulting in a value at 30 June 2026 of nil (30 June 2025: $2,995,000). These investments are carried at fair value through Other Comprehensive Income in order to avoid volatility in the Statement of Profit and Loss. 2026 $'000 2025 $'000 Non-current As at 1 July 5,021 5,264 Movement in fair value of listed equities 689 (243) Movement in fair value of unlisted entities – – Impairment (Note 2.4) (2,995) – Closing balance at 30 June 2,715 5,021 The investment in Sports Entertainment Group Limited is classified as a Level 1 instrument. Fair value was determined with reference to a quoted market price with a fair value gain of $689,000 for the year ended 30 June 2026. Accounting Policy Certain of the Group’s investments are categorised as investments in listed equities and designated at fair value through other comprehensive income, under AASB 9 Financial Instruments . When financial assets are recognised initially, they are measured at fair value plus, in the case of assets not recorded at fair value through profit or loss, directly attributable transaction costs. RECOGNITION AND DERECOGNITION All regular way purchases and sales of financial assets are recognised on the trade date (i.e. the date that the Group commits to purchase or sell the asset). Regular way purchases or sales are purchases or sales of financial assets under contracts that require delivery of the assets within the period established generally by regulation or convention in the market place. Financial assets are derecognised when the right to receive cash flows from the financial assets has expired or when the entity transfers substantially all the risks and rewards of the financial assets. If the entity neither retains nor transfers substantially all of the risks and rewards, it derecognises the asset if it has transferred control of the assets. SUBSEQUENT MEASUREMENT Investments in listed equities are non-derivative financial assets, principally equity securities, which meet the definition of equity instruments. Upon initial recognition under AASB 9, the Group made an irrevocable election, on an instrument-by- instrument basis, to present subsequent changes in the fair value of its investments in listed equities in a separate component of equity. Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other income in the statement of profit or loss when the right of payment has been established, except when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in Other Comprehensive Income (OCI). Equity instruments designated at fair value through OCI are not subject to impairment assessment. The fair values of investments that are actively traded in organised financial markets are determined by reference to quoted market bid prices at the close of business on the reporting date. For investments with no active market, fair values are determined using valuation techniques. Such techniques include: using recent arm’s length market transactions; reference to the current market value of another instrument that is substantially the same; and discounted cash flow analysis, making as much use of available and supportable market data as possible and keeping judgemental inputs to a minimum. 172 Year ended 30 June 2026171 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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7.2 Defined benefit plan 2026 $'000 2025 $'000 Non-current Defined benefits plan1 26,168 27,430 Closing balance at 30 June 26,168 27,430 1. 30 June 2026 balance consists of Nine Network Superannuation Plan (30 June 2026: $23,412,000; 30 June 2025: $24,674,000), Fairfax Media Su per defined benefit plan (30 June 2026: $2,756,000; 30 June 2025: $2,380,000) and Nine Radio Pty Ltd Super defined benefit plan (30 June 2026: nil; 30 June 2025: $376,000). Plan information Defined benefit members receive lump sum benefits on retirement, death, disablement and withdrawal. The defined benefit sections of the Plans are closed to new members. All new members receive accumulation only benefits. Regulatory framework The Superannuation Industry Supervision (SIS) legislation governs the superannuation industry and provides the framework within which superannuation plans operate. The SIS Regulations require an actuarial valuation to be performed for each defined benefit superannuation plan every three years, or every year if the plan pays defined benefit pensions unless an exemption has been obtained. Responsibilities for the governance of the Plans The Plans’ Trustee is responsible for the governance of the Plans. The Trustee has a legal obligation to act solely in the best interests of Plan beneficiaries. The Trustee has the following roles: ‐ adm inistration of the Plan and payment to the beneficiaries from Plan assets when required in accordance with Plan rules; ‐ mana gement and investment of the Plan assets; and ‐ com pliance with superannuation law and other applicable regulations. The prudential regulator, the Australian Prudential Regulation Authority (APRA), licenses and supervises regulated superannuation plans. Risks There are a number of risks to which the Plans expose the Company. The more significant risks relating to the defined benefits are: ‐ Inv estment risk – the risk that investment returns will be lower than assumed and the Company will need to increase contributions to offset this shortfall; ‐ Salar y growth risk – the risk that wages or salaries (on which future benefit amounts will be based) will rise more rapidly than assumed, increasing defined benefit amounts and thereby requiring additional employer contributions; and ‐ Leg islative risk– the risk that legislative changes could be made which could increase the cost of providing the defined benefits. The details of the plan disclosed throughout Note 7.2 relate to the Nine Network Superannuation Plan and excludes the Fairfax Media Plan, on the basis that it is not considered material to the Group. The defined benefit assets of the Nine Network Superannuation Plan are invested in the AMP Future Directions Balanced investment option. The assets have a 60% weighting to equities and therefore the Plan has a significant concentration of equity market risk. However, within the equity investments, the allocation both globally and across sectors is diversified. Significant events There were no amendments to Plans affecting the defined benefits payable, curtailments or settlements occurring during the year. Valuation The actuarial valuations of the defined benefits funds for the year ended 30 June 2026 were performed by Mercer Investment Nominees Limited for the purpose of satisfying accounting requirements. Reconciliation of the Net Defined Benefit Asset Financial year ended 30 June 2026 $'000 30 June 2025 $'000 Net defined benefit asset at start of year 24,674 27,889 Current service cost (4,867) (7,556) Net interest 908 1,160 Actual return on Plan assets less interest income 1,869 2,169 Actuarial gains arising from changes in financial assumptions 305 (620) Actuarial losses arising from liability experience 523 1,600 Employer contributions - 32 Net defined benefit asset at end of year 23,412 24,674 Reconciliation of the Fair Value of Plan Assets Financial year ended 30 June 2026 $'000 30 June 2025 $'000 Fair value of Plan assets at beginning of the year 45,713 58,042 Interest income 1,854 2,831 Actual return on Plan assets less interest income 1,869 2,169 Employer contributions - 32 Contributions by Plan participants 371 389 Benefits paid (3,798) (12,469) Taxes, premiums and expenses paid 665 925 Contributions to accumulation section (4,058) (6,206) Fair value of planned assets at end of year 42,616 45,713 Reconciliation of the Present Value of the Defined Benefit Obligation Financial year ended 30 June 2026 $'000 30 June 2025 $'000 Present value of defined benefit obligations at beginning of year 21,039 30,153 Current service cost 4,867 7,556 Interest cost 946 1,588 Contributions by Plan participants 371 472 Actuarial losses arising from changes in financial assumptions (305) 620 Actuarial gain arising from liability experience (523) (1,600) Benefits paid (3,798) (12,469) Taxes, premiums and expenses paid 665 925 Contributions to accumulation section (4,058) (6,206) Present value of defined benefit obligations at end of year 19,204 21,039 The defined benefit obligation consists entirely of amounts from Plans that are wholly or partly funded. Effect of the Asset Ceiling The asset ceiling has no impact on the net defined benefit liability / (asset). 174 Year ended 30 June 2026173 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Fair value of Plan assets As at 30 June 2026, total Plan assets of $42,616,000 (30 June 2025: $45,713,000) are held in AMP Future Directions Balanced investment option. These assets are fair valued using Level 2 inputs. The percentage invested in each asset class at the reporting date is: As at 30 June 20261 % 30 June 20252 % Australian Equity 26% 26% International Equity 34% 34% Fixed Income 10% 13% Property 15% 7% Alternatives / Other 11% 19% Cash 4% 1% 1. Asset allocation as at 31 May 2026. 2. Ass et allocation as at 30 April 2025. The fair value of Plan assets includes no amounts relating to: ‐ any o f the Company’s own financial instruments; or ‐ any p roperty occupied by, or other assets used by, the Company. Significant Actuarial Assumptions As at 30 June 2026 30 June 2025 Assumptions to Determine Benefit Cost Discount rate 4.3% p.a 5.2% p.a. Expected salary increase rate 3.5% p.a. in the first year and then 3.0% pa 3.0% p.a. Assumptions to Determine Benefit Obligation Discount rate 5.3% p.a. 4.3% p.a. Expected salary increase rate 3.5% p.a. in the first year and then 3.0% pa 3.5% p.a. in the first year and then 3.0% p.a. Sensitivity Analysis The defined benefit obligation as at 30 June 2026 under several scenarios is presented below: Scenarios A and B relate to discount rate sensitivity. Scenarios C and D relate to salary increase rate sensitivity. ‐ Scen ario A: 0.5% p.a. lower discount rate assumption. ‐ Scen ario B: 0.5% p.a. higher discount rate assumption. ‐ Sce nario C: 0.5% p.a. lower salary increase rate assumption. ‐ Scen ario D: 0.5% p.a. higher salary increase rate assumption. % p.a. Base case Scenario A -0.5% p.a. discount rate Scenario B +0.5% p.a. discount rate Scenario C -0.5% p.a. salary increase rate Scenario D +0.5% p.a. salary increase rate Discount rate 5.3% p.a. 4.8% p.a. 5.8% p.a. 5.3% p.a. 5.3% p.a. Salary increase rate1 3.0% p.a. 3.0% p.a. 3.0% p.a. 2.5% p.a. 3.5% p.a. Defined benefit obligation ($'000)2 19,204 19,364 19,050 19,077 19,333 1. First year salary increase is 3.5% and moves in line with the long-term assumption in Scenarios C and D. 2. Incl udes defined benefit contributions tax provision. The defined benefit obligation has been recalculated by changing the assumptions as outlined above, whilst retaining all other assumptions. Asset-liability matching strategies No asset and liability matching strategies have been adopted by the Plan. Funding arrangements The financing objective adopted at the 1 July 2024 actuarial investigation of the Plan, in a report dated 20 December 2024, is to maintain the value of the Plan’s assets at least equal to: ‐ 100 % of accumulation account balances (including additional accumulation accounts of defined benefit members); plus ‐ 110 % of defined benefit Vested Benefits. In that valuation, it was recommended that the Company contributes to the Plan as follows: ‐ Def ined Benefit members: Category Employer Contributions Rate (% of Salaries) A nil A1 nil Plus any compulsory or voluntary member pre-tax (salary sacrifice) contributions. ‐ Acc umulation members: ‐ the S uperannuation Guarantee (SG) rate of Ordinary Time Earnings (or such lesser amount as required to meet the Employer’s obligations under Superannuation Guarantee legislation or employment agreements); ‐ exc ept that one year of required Employer SG Contributions (not exceeding $2 million per month or $24 million in aggregate, net of tax) will be financed from Defined Benefit Assets from 1 April 2025 to 31 March 2026 (or starting at a date as agreed between the Trustee and the Employer). During the year to 30 June 2026, contributions of $4,775,000 (30 June 2025: $7,302,000) were financed from defined benefit assets; and ‐ any additional employer contributions agreed between the Employer and a member (e.g. additional salary sacrifice contributions). ‐ surp lus funds in any defined benefit plans will be utilised by the Group to fulfil existing superannuation guarantee contribution obligations. Financial year, ending 30 June 2027 Expected employer contributions – Maturity profile of defined benefit obligation The weighted average duration of the defined benefit obligation as at 30 June 2026 is four years (30 June 2025: four years). Expected benefit payments for the financial year ending on: $'000 30 June 2027 2,971 29 June 2028 4,356 30 June 2029 4,698 30 June 2030 3,636 30 June 2031 2,338 Following five years 8,770 Note 7.2 Defined Benefit plan (continued) 176 Year ended 30 June 2026175 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Accounting Policy The Group contributes to defined benefit superannuation funds which require contributions to be made to separately administered funds. The cost of providing benefits under the defined benefit plans is determined separately for each plan using the projected unit credit actuarial valuation method. Re-measurements, comprising actuarial gains and losses, the effect of the asset ceiling (excluding net interest) and the return on plan assets (excluding net interest), are recognised immediately in the Consolidated Statement of Financial Position with a corresponding debit or credit to a separate component of equity in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods. Past service costs are recognised in the Consolidated Statement of Comprehensive Income on the earlier of the date of the plan amendment or curtailment, and the date that the Group recognises restructuring-related costs. Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Group recognises the following changes in the net defined benefit obligation under “Expenses” in the Consolidated Statement of Comprehensive Income (by function): ‐ ser vice costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and ‐ net in terest expense or income. 7.3 Auditors’ remuneration 2026 $ 2025 $ Amounts to Ernst & Y oung (Australia): Fees for auditing the statutory financial report of the parent covering the group and auditing the statutory financial reports of any controlled entities1 1,990,000 2,383,722 Regulatory sustainability assurance services 70,000 - Fees for other assurance and agreed-upon-procedures services under other legislation or contractual arrangements where there is discretion as to whether the service is provided by the auditor or another firm 44,760 113,250 Fees for other services – Tax compliance 134,389 181,102 Fees for other services – Advisory 2 - 1,418,865 Total auditors' remuneration 2,239,149 4,096,939 1. In the year ended 30 June 2025, $890,898 was incurred in respect of the audit and review of Domain Group. 2. In th e year ended 30 June 2025, includes $1,333,506 incurred in respect of a one-off advisory engagement related to the Nine 2028 strategic transformation project. 7.4 Contingent liabilities and related matters The consolidated entity has made certain guarantees regarding contractual leases, performance and other commitments of $112,227,990 (30 June 2025: $26,229,535). During the period, a bank guarantee for US$43.8 million (AU$63,562,400) was issued in relation to the novation of Premier League and FA Cup broadcast rights from Optus Sport, and $29,980,702 of guarantees were absorbed as part of the QMS acquisition. All contingent liabilities are unsecured. The probability of having to meet these commitments is remote and there are uncertainties relating to the amount and the timing of any outflows. Certain entities in the Group are party to various legal actions and exposures, including defamation claims, that have arisen in the ordinary course of business. Appropriate provisions have been recorded, however the outcomes cannot be predicted with certainty. The parent entity is a party to the Deed of Cross Guarantee entered into with various Group companies. The operation of the Deed of Cross Guarantee has the effect of joining the parent entity as a guarantor to the Group’s commitments and contingencies. Refer to Note 6.4 for further details. Refer to Note 3.8 for disclosure of the Group’s commitments. 7.5 Events after the balance sheet date Subsequent to the year end, as disclosed in Note 4.3(b), the Company has proposed a dividend in respect of the year ended 30 June 2026 of 3.0 cents per share, amounting to $47,572,864. Other than described above, there has not arisen in the interval between the end of the financial period and the date of this report any item, transaction or event of a material and unusual nature, to affect significantly the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity, in future years. 7.6 Other significant accounting policies 7.6(a) Changes in accounting policies and disclosures for the year ended 30 June 2026 New accounting standards, interpretations and amendments adopted by the Group There were no new accounting standards, interpretations and amendments significantly impacting the Group in the financial year ended 30 June 2026. Standards issued but not yet effective Certain new accounting standards, amendments and interpretations have been issued that are not yet effective for the financial year ended 30 June 2026. Management are currently assessing the impact on the Consolidated Financial Statements of the Group: ‐ Amendmen ts to AASB 9 Financial Instruments; ‐ Amendmen ts to AASB 10 Consolidated Financial Statements; ‐ AAS B 18 Presentation and Disclosure in Financial Statements; ‐ Ame ndments to AASB 128 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture. Note 7.2 Defined Benefit plan (continued) 178 Year ended 30 June 2026177 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Consolidated Entity Disclosure Statement as at 30 June 2026 Entity Name Entity Type Place of incorporation % of ownership Tax Residency Nine Entertainment Co. Holdings Ltd Body Corporate Australia Parent Entity Australia Associated Newspapers Pty Ltd Body Corporate Australia 100 Australia Australian Billboard Company Pty Ltd Body Corporate Australia 100 Australia Australian Openair Cinema Pty Limited Body Corporate Australia 100 Australia CarAdvice.com Pty Ltd Body Corporate Australia 100 Australia Channel 9 Australia Inc Body Corporate USA 100 USA Channel 9 South Australia Pty Ltd Body Corporate Australia 100 Australia David Syme & Co Pty Limited Body Corporate Australia 100 Australia Digital Outdoor Media (Aust) Pty Ltd Body Corporate Australia 100 Australia Digital Outdoor Media (NSW) Pty Ltd Body Corporate Australia 100 Australia Digital Outdoor Media (QLD) Pty Ltd Body Corporate Australia 100 Australia Digital Outdoor Media (VIC) Pty Ltd Body Corporate Australia 100 Australia Digital Outdoor Media (WA) Pty Ltd Body Corporate Australia 100 Australia Ecorp Pty Ltd Body Corporate Australia 100 Australia Elwood Outdoor Advertising Pty Ltd Body Corporate Australia 100 Australia Fairfax Corporation Pty Limited Body Corporate Australia 100 Australia Fairfax Digital Australia & New Zealand Pty Limited Body Corporate Australia 100 Australia Fairfax Digital Pty Limited Body Corporate Australia 100 Australia Fairfax Entertainment Pty Limited Body Corporate Australia 100 Australia Fairfax Media Events Pty Ltd Body Corporate Australia 100 Australia Fairfax Media Group Finance Pty Ltd Body Corporate Australia 100 Australia Fairfax Media Limited Body Corporate Australia 100 Australia Fairfax Media Management Pty Limited Body Corporate Australia 100 Australia Fairfax Media Publications Pty Limited Body Corporate Australia 100 Australia Fairfax Metro Pty Ltd Body Corporate Australia 100 Australia Fairfax Metro (Operations) Pty Ltd Body Corporate Australia 100 Australia Fairfax News Network Pty Ltd Body Corporate Australia 100 Australia Fairfax SPV No.1 Pty Limited Body Corporate Australia 100 Australia General Television Corporation Pty Limited Body Corporate Australia 100 Australia John Fairfax Pty Limited Body Corporate Australia 100 Australia John Fairfax & Sons Pty Limited Body Corporate Australia 100 Australia Micjoy Pty Ltd Body Corporate Australia 100 Australia Mi9 New Zealand Limited Body Corporate New Zealand 100 New Zealand Nine Digital Pty Ltd Body Corporate Australia 100 Australia Nine Entertainment Group Pty Limited Body Corporate Australia 100 Australia Nine Entertainment Co. Pty Limited Body Corporate Australia 100 Australia Nine Entertainment (UK) Limited Body Corporate UK 100 UK Nine Films & Television Distribution Pty Ltd Body Corporate Australia 100 Australia Nine Films & Television Pty Ltd Body Corporate Australia 100 Australia Nine Network Australia Holdings Pty Ltd Body Corporate Australia 100 Australia Nine Network Australia Pty Ltd Body Corporate Australia 100 Australia Nine Network Marketing Pty Ltd Body Corporate Australia 100 Australia Entity Name Entity Type Place of incorporation % of ownership Tax Residency Nine Network Productions Pty Limited Body Corporate Australia 100 Australia Nine Sales Pty Ltd Body Corporate Australia 100 Australia Octopus Property Pty Ltd Body Corporate Australia 100 Australia Omnigraphics Limited Body Corporate New Zealand 75 New Zealand Paramount Outdoor Pty Ltd Body Corporate Australia 100 Australia Petelex Pty Limited Body Corporate Australia 100 Australia Pink Platypus Pty Ltd Body Corporate Australia 100 Australia Plexity Holdings Pty Ltd Body Corporate Australia 100 Australia Q Media Pty Ltd Body Corporate Australia 100 Australia QMS Australia Pty Ltd Body Corporate Australia 100 Australia QMS Australian Holdings Pty Ltd Body Corporate Australia 100 Australia QMS Media Pty Limited Body Corporate Australia 100 Australia QMS New Zealand Investments Limited Body Corporate Australia 100 Australia QMS New Zealand Outdoor Holdings Limited Body Corporate Australia 100 Australia QMS New Zealand Outdoor Limited Body Corporate Australia 100 Australia QMS Rail Media Pty Ltd Body Corporate Australia 100 Australia Queensland Television Holdings Pty Ltd Body Corporate Australia 100 Australia Queensland Television Pty Ltd Body Corporate Australia 100 Australia Riverview Signage Pty Ltd Body Corporate, Trustee of a trust Australia 100 Australia Riverview Signage Trust Trust N/A 100 Australia Shelley Bidco Pty Ltd Body Corporate Australia 100 Australia Shelley Midco 1 Pty Ltd Body Corporate Australia 100 Australia Shelley Midco 2 Pty Ltd Body Corporate Australia 100 Australia Shelley Newco 1 Pty Ltd Body Corporate Australia 100 Australia Shelley Newco 2 Pty Ltd Body Corporate Australia 100 Australia Shelley Topco Pty Ltd Body Corporate Australia 100 Australia Skyline Digital Pty Ltd Body Corporate Australia 100 Australia Stan Entertainment Pty Ltd Body Corporate Australia 100 Australia Standout Media Pty Ltd Body Corporate Australia 100 Australia Swan Television & Radio Broadcasters Pty Ltd Body Corporate Australia 100 Australia TCN Channel Nine Pty Ltd Body Corporate Australia 100 Australia The Age Company Pty Limited Body Corporate Australia 100 Australia The Digital Outdoor Group Pty Ltd Body Corporate Australia 100 Australia Vident Pty Limited Body Corporate Australia 100 Australia White Whale Pty Ltd Body Corporate Australia 100 Australia 180 Year ended 30 June 2026179 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Directors’ Declaration The Directors of Nine Entertainment Co. Holdings Limited have declared that: 1. the D irectors have received the declarations required by section 295A of the Corporations Act 2001 from the Chief Executive Officer and the Chief Financial Officer for the year ended 30 June 2026. 2. in th e opinion of the Directors, the consolidated financial statements and notes that are set out on pages 107 to 178 and the Remuneration Report in pages 85 to 106 in the Directors’ Report, are in accordance with the Corporations Act 2001, including: i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2026 and of its performance for the financial year ended on that date; and ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. 3. in th e opinion of the Directors, the consolidated entity disclosure statement as at 30 June 2026 that is set out on pages 179 to 180 is true and correct. 4. in th e opinion of the Directors, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 5. a sta tement of compliance with International Financial Reporting Standards has been included on page 115 of the financial statements; and 6. in th e opinion of the Directors, at the date of this declaration, there are reasonable grounds to believe that the members of the Closed Group identified in Note 6.3 will be able to meet any obligations or liabilities which they are or may become subject to, by virtue of the Deed of Cross Guarantee. The Directors’ Declaration is made in accordance with a resolution of the Board of Nine Entertainment Co. Holdings Limited. Peter Tonagh Mat thew Stanton Chair Chi ef Executive Officer and Director Sydney, 26 August 2026 182 Year ended 30 June 2026181 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Independent Auditor's Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements 184Year ended 30 June 2026183 Nine Entertainment Co., Annual Report
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A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Ernst & Young 200 George Street Sydney NSW 2000 Australia GPO Box 2646 Sydney NSW 2001 Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 ey.com/au Independent auditor’s report to the members of Nine Entertainment Co. Holding Limited Report on the audit of the financial report Opinion We have audited the financial report of Nine Entertainment Co. Holdings Limited (the Company) and its subsidiaries (collectively the Group), which comprises the consolidated statement of financial position as at 30 June 2026, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes to the financial statements, including material accounting policy information, the consolidated entity disclosure statement and the directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: a. Giving a true and fair view of the consolidated financial position of the Group as at 30 June 2026 and of its consolidated financial performance for the year ended on that date; and b. Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial report section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial report. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial report. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Impairment Testing of Goodwill and Other Intangible Assets Why significant How our audit addressed the key audit matter At 30 June 2026, the Group’s consolidated statement of financial position included goodwill and other intangible assets amounting to $1,356.3 million, representing 37.0% of total assets. As disclosed in Note 3.6 to the financial statements, the Directors have assessed goodwill and other intangible assets for impairment at 30 June 2026 with a specific focus on the Total TV Cash Generating Unit (“CGU”) due to heightened impairment risk. An impairment charge against intangible assets of $576.1 million was recorded during the period in relation to the TV CGU. This assessment involved critical accounting estimates and assumptions, based upon conditions existing as at 30 June 2026, specifically concerning factors such as forecast cashflows, discount rates and terminal growth rates. The estimates and assumptions relate to future performance, market and economic conditions which are inherently subjective and in times of economic uncertainty the degree of subjectivity is higher than it might otherwise be. Changes in certain assumptions can lead to significant changes in the recoverable amount of these assets. As a result, we considered the impairment testing of goodwill and other intangible assets to be a key audit matter. Our audit procedures included the following: ▪ Assessment as to whether the models used in impairment testing of the carrying values of intangible assets met the requirements of Australian Accounting Standards. ▪ Evaluation of the determination of each CGU based on whether independent cash inflows are generated by the CGU and other factors. This includes an assessment of changes in CGUs. ▪ Testing of the mathematical accuracy of the models and that the calculated impairment charge was appropriately recorded in the financial statements. ▪ Consideration of the key assumptions applied in estimating future cash flows used in the models by comparing these to the Board approved five-year business plans. ▪ Consideration of the historical accuracy of the Group’s cash flow forecasting. ▪ Assessment of the valuation methodology and key assumptions, including discount rates and growth rates (including terminal growth rates) applied in the models, with involvement from our valuation specialists, where considered relevant, and with reference to external data. ▪ Consideration of the sensitivity analysis performed by the Group, focusing on the areas in the models where a reasonably possible change in assumptions could cause the carrying amount to differ from its recoverable amount and therefore indicate impairment or a reversal of prior year impairment. ▪ Consideration of the adequacy of the disclosures relating to impairment of goodwill and other intangible assets in the financial report, including those made with respect to judgements and estimates. 186 Year ended 30 June 2026185 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Revenue Why significant How our audit addressed the key audit matter The Group earns revenue from a variety of sources among the different business areas, including advertising, subscriptions, affiliate, circulation, program sales, as well as other sources. The nature of the risk associated with the accurate recording of revenue varies. We recognise revenue is a key metric upon which the Group measures and assesses performance. As disclosed in Note 2.2 to the financial statements, the specific revenue recognition criteria varies according to revenue source. We considered this a key audit matter due to the number of revenue sources and multiple systems used to process and measure the revenue recognition. Our audit procedures included the following: ▪ Assessment as to whether the recognition and measurement of revenue met the requirements of Australian Accounting Standards. ▪ Obtaining an understanding of the process and testing of relevant controls over significant revenue streams. ▪ On a sample basis, performing testing over revenue initiation and measurement. ▪ Observing evidence of revenue occurrence, including independent validation of advertisements and subscription delivery. ▪ For specific revenue sources, correlated revenue to cash, including testing a selection of cash collected to debtor allocation. ▪ Performing analysis of manual journals and adjustments to revenue. ▪ Recalculation and testing of revenue deferred at year end. ▪ Considered the adequacy of the disclosures included in Note 2.2 to the financial statements. Information other than the financial report and auditor’s report thereon The directors are responsible for the other information. The other information comprises the information included in the Company’s 2026 Annual Report other than the financial report, our auditor’s report and the Company’s Sustainability Report. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon , with the exception of the Remuneration Report and our related assurance opinion. We have issued a separate auditor’s report on selective sustainability information included in the Sustainability Report. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Responsibilities of the directors for the financial report The directors of the Company are responsible for the preparation of: ► The financial report (other than the consolidated entity disclosure statement) that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; and ► The consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001; and for such internal control as the directors determine is necessary to enable the preparation of: ► The financial report (other than the consolidated entity disclosure statement) that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and ► The consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor ’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: ► Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. ► Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. ► Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. ► Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to 188 Year ended 30 June 2026187 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. ► Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. ► Plan and perform the Group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the Group financial report. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the Group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated to the directors, we determine those matters that were of most significance in the audit of the financial report of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on the audit of the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 85 to 106 of the directors’ report for the year ended 30 June 2026. In our opinion, the Remuneration Report of Nine Entertainment Co. Holdings Limited for the year ended 30 June 2026, complies with section 300A of the Corporations Act 2001. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Ernst & Young Megan Wilson Partner Sydney 26 August 2026 190 Year ended 30 June 2026189 Nine Entertainment Co., Annual Report OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements
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Shareholder Information OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements 191 Nine Entertainment Co., Annual Report Year ended 30 June 2026 192
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Shareholder Information Shareholder information as at August Rank Name 5 Aug 2026 % 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 417,531,027 26.33 2 BIRKETU PTY LTD 364,337,365 22.98 3 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 206,616,377 13.03 4 CITICORP NOMINEES PTY LIMITED 200,259,492 12.63 5 WOODROSS NOMINEES PTY LTD 64,115,718 4.04 6 BNP PARIBAS NOMS PTY LTD 49,319,280 3.11 7 BUTTONWOOD NOMINEES PTY LTD 19,076,994 1.2 8 PURPLE DRAGON HOLDINGS PTY LTD 14,197,912 0.9 9 BNP PARIBAS NOMINEES PTY LTD 13,774,080 0.87 10 AYERSLAND PTY LTD 8,575,400 0.54 11 BNP PARIBAS NOMS (NZ) LTD 5,209,130 0.33 12 TOM HADLEY ENTERPRISES PTY LTD 5,000,000 0.32 13 ACE SELF INVESTMENTS PTY LTD 3,750,000 0.24 14 PACIFIC CUSTODIANS PTY LIMITED 3,633,731 0.23 15 IOOF INVESTMENT SERVICES LIMITED 3,099,343 0.2 16 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 2,093,314 0.13 17 JOHN E GILL TRADING PTY LTD 2,004,463 0.13 18 IOOF INVESTMENT SERVICES LIMITED 1,823,865 0.12 19 MESTJO PTY LTD 1,573,590 0.1 20 PACIFIC CUSTODIANS PTY LIMITED 1,532,957 0.1 Options There were no options exercisable at the end of the financial year. Escrowed shares There were no shares in escrow at the end of the financial year Substantial shareholders Substantial shareholders as shown in substantial shareholding notices received by the Company as at 5 August 2026 are: Name Total shares % Bruce Gordon/Birketu/WIN1 364,337,365 22.98% Macquarie Group Limited 157,443,990 9.93% State Street 96,443,914 6.08% Australian Retirement Trust 95,633,637 6.03% Yarra Capital Management 86,041,174 5.43% Aware Super 79,469,257 5.01% 1. In addition, Birketu has economic interests in 83,162,635 shares pursuant to swaps for a total economic interest of 28.22%. Range Range No. of holders % 1 to 1,000 8,152 37.58 1,001 to 5,000 7,648 35.25 5,001 to 10,000 2,425 11.18 10,001 to 100,000 3,206 14.78 100,001 and Over 264 1.22 Total 21,695 100 Unmarketable Parcels 3,859 17.79 Voting rights On a show of hands, every member present, in person, or by proxy shall have one vote and upon a poll, each share shall have one vote. Buy-back There is no current on-market buy-back. 194 Year ended 30 June 2026 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements193 Nine Entertainment Co., Annual Report
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Corporate Directory OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements 195 Nine Entertainment Co., Annual Report Year ended 30 June 2026 196
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Corporate Directory Nine Entertainment Co. Holdings Limited ABN 60 122 203 892 Annual General Meeting The Annual General Meeting will be held at 10.00am AEDT on Friday, 6 November 2026. Arrangements for the meeting will be notified at the relevant time. Financial Calendar 2027 Interim Result 24 February 2027 Preliminary Final Result 26 August 2027 Annual General Meeting 5 November 2027 Company Secretary Rachel Launders Registered Office Nine Entertainment Co. Holdings Limited Level 9, 1 Denison Street North Sydney NSW 2060 Ph: +61 2 9906 9999 Share Registry MUFG Corporate Markets 161 Castlereagh Street Sydney NSW 2000 P: 1300 554 474 (toll free within Australia) F: +61 2 9287 0303 support@cm.mpms.mufg.com www.mpms.mufg.com Securities Exchange Listing The Company’s ordinary shares are listed on the Australian Securities Exchange as NEC Auditors Ernst & Y oung 200 George Street Sydney NSW 2000 198 Year ended 30 June 2025 OverviewChair and CEO's ReportOperating and Financial ReviewSustainability ReportCorporate GovernanceDirectors' ReportFinancial Statements197 Nine Entertainment Co., Annual Report 198Year ended 30 June 2026