Annual report
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oOh!media Annual Report 2025
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Making public spaces better and brands unmissable
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Contents Company Overview Financial Overview Chair Review CEO’s Report Operating and Financial Review Board of Directors Directors’ Report Remuneration Report Sustainability Report Additional Sustainability-related Information Financial Statements Directors’ Declaration Independent Auditor’s Report Shareholder Information Glossary Corporate Directory 8 12 16 20 26 34 42 58 78 104 124 175 179 187 193 197
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Acknowledgement of Country We acknowledge the Traditional Custodians of Country throughout Australia and their connections to land, sea and community. We pay our respects to their Elders past and present and extend that respect to all Aboriginal and Torres Strait Islander People. 6 • oOh!media • Annual Report 2025
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01 Company Overview Annual Report 2025 • oOh!media • 9
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oOh!media (oOh!) is a leading Out of Home (OOH) media company transforming public spaces across Australia and New Zealand. With a network of over 30,000 digital and classic (static) asset locations – including billboards, retail centres, airports, train stations, bus stops, office towers, and universities – oOh! services advertisers, agencies, landlords, community organisations, local councils, and governments with large and diverse public audiences. More than just an advertising channel, the OOH format enhances public spaces by creating engaging environments that inform, entertain, and inspire communities while supporting key public infrastructure. A strong focus on technology and data analytics enables oOh! to provide sophisticated audience targeting, maximising media spend efficiency. Company Overview 10 • oOh!media • Annual Report 2025
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Billboards oOh!’s Billboards offer comprehensive metro and regional coverage with a combination of both classic and digital billboard advertising sites, delivering national impact, dominance, and scale. These billboards are strategically located in iconic and high traffic locations across the country, providing unrivalled national coverage. Recent wins for Billboards include Transurban’s Melbourne and Brisbane motorway contracts and Transport for NSW in Sydney, cementing its market leadership in large format billboards in Australia. Street and Rail Street and Rail comprises unmatched geographic coverage across 1,150 suburbs throughout metro Australia, allowing brands to efficiently reach up to 75% of their target audience in one week. In Rail, Melbourne Metro Trains and the prestigious Sydney and Melbourne Metro CBD locations offer premium impact and large audience volumes, connecting with millions of passenger journeys each week in a long dwell, pedestrian environment, driving high engagement during their commute. Office and Study The Office network empowers brands to target CBD professionals in premium office towers across all CBDs, reaching millions of professionals with precision targeting – by business size, sector or scaled coverage across a high frequency and long dwell environment. The Study format reaches around 1 million students across all major universities and TAFE campuses throughout Australia. This network provides a simple and powerful way to connect with the hard to reach 18-24 year old demographic in long dwell communal spaces on their campuses. Retail oOh! operates Australia’s largest reaching shopping centre advertising network, offering a broad portfolio across all centre types and influencing 46c in every dollar spent in shopping centres throughout Australia. The company has continued to accelerate the digitalisation of its portfolio, with over 95% of inventory now digitised, oOh! provides brands with access to the highest network footfall, highest total spend, highest number of retail stores and supermarkets, and the highest grocery turnover of any retail competitor. Airports Airport advertising is a strategic way to engage with Australia’s affluent business audience at scale and access budgets outside of broadcast OOH targeting objectives. The network comprises of multiple journey stage digital opportunities across 5 capital cities and Canberra, in terminals, Qantas Club, Business and Chairmans lounges, plus on Qantas Inflight Entertainment, including both Wi-Fi and TVC opportunities onboard the aircraft. Annual Report 2025 • oOh!media • 11
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02 Financial Overview Annual Report 2025 • oOh!media • 13
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For the year ended 31 December 2025 (CY25) in a challenging media environment, Out of Home (OOH) remained the Australian media sector’s best-performing segment, growing to a record 16.4% share of agency media spend. oOh! delivered full year revenue of $691.4 million, expanding its footprint with new high profile assets, and strengthened its sales execution. In an inflationary environment, oOh! remains focused on maintaining its contract discipline and tightly managing operational expenditure. The Group’s financial position remains strong, which enabled the Company to deliver a full year dividend of 6.25 cents per share, fully franked. OOH remains the best performing channel in Australian media, and with oOh!’s market leading portfolio of over 30,000 assets reaching 98% of metropolitan Australians weekly, the Company is well positioned for strong momentum. Financial Overview 35% OOH Market share $139.1m Adjusted EBITDA $16.9m Reported NPAT $691.4m Revenue 11.9 cents Adjusted NPAT per share 14 • oOh!media • Annual Report 2025
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03 Chair Review Annual Report 2025 • oOh!media • 17
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Chair Review Overview In a challenging advertising market, oOh!media (oOh!) entered 2025 carrying strong momentum, with the Out of Home (OOH) segment strengthening its position as the best performing format and with further tailwinds expected. This momentum continued into the first half, with double-digit revenue growth and margin expansion demonstrating disciplined operational focus and execution from the business. In H2, macroeconomic conditions slowed and advertising market activity became more challenging. oOh! delivered total revenue growth of 9% YoY to $691 million for CY25, with Adjusted Underlying EBITDA increasing by 8% to $139.1 million and Adjusted Underlying NPAT up 10% to $64.4 million. Statutory NPAT of $22.7 million was down 48%, due largely to a non-cash impairment recognised following the non-renewal of the Company’s contract with Auckland Transport. A detailed explanation of the financial results is contained within the Operating and Financial Review. Capital management and dividend oOh!’s financial position remains sound, enabling the Company to invest for profitable growth while delivering returns to shareholders. Net debt as at 31 December 2025 was $112.8 million, compared to $108.3 million at the prior corresponding period, and gearing was 0.8 times, remaining comfortably within the Board’s target range. Reflecting the Company’s financial position and the Board’s confidence in the outlook for oOh!, the Board was pleased to declare a final dividend of 4.0 cents per share, fully franked, equating to a full year dividend payout ratio of 52% of adjusted net profit CY 2025 which is in line with the Company’s dividend policy of 40-60% of adjusted net profit. Leadership transition On 29 April 2025, oOh! announced that Cathy O’Connor had advised the Board of her intention to step down in the second half of CY25, after more than four years leading the Company. After a comprehensive internal and external search, the Board announced the appointment of James Taylor as Managing Director and Chief Executive Officer on 12 August 2025. James joined oOh! from Special Broadcasting Service (SBS), Australia’s multicultural and multilingual public broadcaster, where he was Managing Director since 2018, having previously served as Chief Financial Officer for more than five years. James brings a strong track record of strategic and operational execution and deep industry relationships from over 25 years in the media industry. We are excited about the clarity, energy and ambition that James has brought to oOh! since formally commencing in the role on 8 December 2025. Tony Faure Chair 18 • oOh!media • Annual Report 2025
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The Board remains confident in the long-term structural growth opportunity in the OOH market and in the strategic direction to maximise oOh!’s participation in this. Our focus remains on leveraging the scale, reach and diversity of our unparalleled network to deliver profitable market share growth and enhance long-term earnings quality. We are confident of achieving this under James’ leadership. Board update In February 2025, we announced the retirement of Andrew Stevens as a Non-Executive Director. Andrew was a director of oOh! since 2020 and made a significant contribution to the Company particularly in relation to financial, technology and ESG matters. We thank Andrew for his service to oOh! and our shareholders. The Board comprises six directors who bring a diverse range of skills, experience and perspectives that support effective oversight and governance of the Company. I would like to acknowledge and thank my fellow directors for their commitment, insights and collaboration throughout the year. Sustainability Our company’s purpose, Making Public Spaces Better and Brands Unmissable, clearly articulates the role we play at the intersection of media, infrastructure and community. It reflects our responsibility to deliver positive outcomes not only for advertisers and shareholders, but also for the cities, environments and people our network serves. In 2025, the business continued to advance a range of initiatives focused on creating impact where it matters most: for the planet, for our people, and for better business outcomes. Full details of our sustainability efforts can be found in the Sustainability Report section of this Annual Report. Summary and conclusion oOh!’s performance in 2025 reflects the ongoing strength of the OOH sector and the Company’s ability to execute with discipline and consistency. I would like to thank our people for their dedication and focus throughout the year, and our shareholders for their continued support and confidence in oOh! With a clear strategic direction, a strong leadership team, and robust balance sheet, oOh! is well positioned to capitalise on structural growth opportunities by delivering innovative solutions for our clients. Annual Report 2025 • oOh!media • 19
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04 CEO’s Report Annual Report 2025 • oOh!media • 21
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Introduction It is a privilege to join oOh!media (oOh!) and lead a business that plays an integral part of Australia’s media and urban landscape. Out of Home (OOH) is a medium I have long admired for its unique ability to combine creativity, impact, physicality and presence. It elevates brands in ways no other channel can, and it is increasingly the first platform marketers turn to. This momentum is reflected in OOH’s record 16.4% share of agency media spend in CY25, reinforcing its position as the best performing channel in Australian media. Against this backdrop, and with oOh!’s market-leading, multi- format portfolio of more than 30,000 assets reaching 98% of metropolitan Australians each week, the opportunity to lead oOh! was compelling. CEO’s Report Since joining oOh! in December 2025, my early observations have only strengthened my conviction in the quality of the business. oOh! is a tremendous organisation, underpinned by deep industry expertise, strong client relationships and a world- class network, with significant scale and reach. It is supported by a capable, creative and highly engaged team. Across the organisation, there is a clear ambition to continually improve, leverage our network’s unique strengths, and ultimately uphold the responsibility that comes with market leadership in delivering value for clients and investors. Throughout my career, I have focused on driving holistic business improvement through disciplined execution, and I have joined oOh! with the same mindset. My priority is to execute our strategy with pace and clarity, ensuring the market fully understands the distinctiveness and scale of oOh!’s offering, and in turn deliver sustainable growth for our shareholders. Financial results In CY25, oOh! delivered revenue growth of 9% on the prior year to $691 million, driven by improved go-to-market execution across the business. Record revenue and underlying results in the first half was followed by a more challenging second half which saw pressure on advertising budgets, subdued consumer spending and the non renewal of the Auckland Transport contract. Significant contract wins including Transurban’s Melbourne and Brisbane motorway assets further cemented oOh!’s market leadership position this year. Having provided a trading update in November 2025, oOh! delivered on its updated CY25 guidance for revenue, gross margin, opex and capex and adjusted EBITDA. 22 • oOh!media • Annual Report 2025
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James Taylor Managing Director and CEO Billboards and Street & Rail remained core growth drivers, with revenue increasing by 10% and 11% respectively. Street & Rail growth was underpinned by the exceptional performance of Sydney Metro and the largely complete roll out of the Woollahra and Waverley Council assets. Airports delivered very strong growth of 29%, reflecting a continued recovery and a return to pre COVID revenue levels. Office & Study declined 7%, due to lower advertiser demand in the absence of MOVE 2.0 activity. Retail finished 6% lower year on year, driven by a competitive market environment. Despite lower-than-expected revenue growth, strong contract discipline resulted in adjusted gross profit increasing 9% to $298.8 million. The adjusted gross margin of 43.2% was impacted by higher fixed rent costs, increased agency incentives and adverse channel mix. Underlying operating expenditure increased 3%, below the rate of inflation, primarily reflecting performance linked incentives, CPI impacts and establishment costs associated with reo. These cost increases were partially offset by a cost out program implemented earlier in the year. Adjusted underlying EBITDA for the year was $139.1 million, representing strong growth of 8%. Adjusted NPAT increased 10% to $64.4 million. After accounting for the post-tax $28.6 million impairment relating to the New Zealand business following the loss of the Auckland Transport contract, the Company reported a statutory net profit of $16.9 million for the year. Further information on the Company’s financial performance is contained in the Operating and Financial Review. Strategy oOh! has an established strategy that is designed to leverage its strengths to deliver sustainable value for clients and shareholders. I believe the business has a strong foundation on which to build and I see significant opportunity to improve performance and execution. This may involve evolving elements of the strategy to suit the evolving market environment in which we operate. In the near-term, my priority is ensuring we deliver with pace, consistency and discipline across the business. I look forward to providing a more fulsome strategy update later in the year. Annual Report 2025 • oOh!media • 23
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To support this, we have begun an initial exploratory review of our operating model, focused on how the business moves from winning bids through to building, activating, operating and maintaining assets. Early observations point to opportunities to redesign the operating model to improve efficiency across this end-to-end process, reduce costs and accelerate revenue realisation. The first phase of this work is focused on low-risk initiatives that can be implemented relatively quickly and are expected to be cost neutral in the first year. The second phase will address more complex initiatives that require longer implementation but are expected to deliver material cost savings in year two and onwards. CY26 outlook Media revenue for Q1 is currently pacing at +7% for Australia, offset by weaker performance in NZ due to the loss of Auckland Transport resulting in +3% for the Group. OOH is expected to continue taking revenue share from other media channels. Full year CY26 operating costs are expected to be broadly flat with CY25, reflecting continued investment to support growth while maintaining disciplined cost control. CY26 capex is estimated to be between $55 million and $65 million, funded by new advertising assets and subject to development approvals. Gearing will remain within the Group’s target range, below 1.0x adjusted underlying EBITDA, maintaining balance sheet flexibility. Summary In CY25, oOh!’s performance reflected the continued growth and resilience of the OOH sector. Despite more challenging market conditions in the second half, the business delivered strong full year revenue and underlying earnings growth. We enter the next phase with a high-quality portfolio of assets, a clear and focused strategy, and a team deeply committed to delivering for clients, partners, and shareholders. oOh! is well positioned to leverage favourable market conditions and long-term audience growth, as OOH continues to expand its share of the total media mix. I would like to thank the Board for its confidence in appointing me to the role and for their guidance and support since joining, as well as the entire oOh! team for their dedication and commitment. I am focused on executing our strategy with discipline and pace, to deliver sustainable growth and long-term value for our shareholders. 24 • oOh!media • Annual Report 2025
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05 Operating and Financial Review Annual Report 2025 • oOh!media • 27
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Operating and Financial Review oOh! delivers solid earnings in CY25 amid challenging second half advertising market. In the year ended 31 December 2025 (CY25), Out of Home (OOH) once again outperformed the broader media sector. Industry data from the Outdoor Media Association (OMA) indicated OOH revenue grew 11% in CY25, while Standard Media Index (SMI) reported a record 16.4% of agency spend. oOh! delivered a resilient first half with record revenue and underlying results, demonstrating disciplined operational focus and improved go- to-market execution. This was followed by a more challenging second half where macroeconomic conditions slowed and subdued consumer spending saw greater pressure on advertising budgets, in addition to the impact of the non-renewal of the Auckland Transport contract. The Group delivered full year revenue of $691.4 million, up 9% on the prior year (CY24: $635.6 million). oOh!’s strong contract discipline translated into an adjusted gross profit of $298.8 million, 5% up on the prior year. Adjusted gross margin declined by 1.5 ppts to 43.2% due to higher fixed rent costs, increased agency incentives and adverse channel mix. Operating expenditure increased 3%, below the rate of inflation, on the prior year to $149.2 million, an increase of $4.8 million on a reported basis. The increase was primarily due to performance linked incentives, CPI impacts and establishment costs associated with reo. Adjusted underlying EBITDA (before non-operating items) increased 8% on the prior year to $139.1 million. There were no non-operating items in the current year at the EBITDA level. Adjusted underlying EBITDA margin decreased by 0.1 ppts to 20.1% from 20.3% in CY24. Reported EBITDA increased by 14% to $328.0 million. The group impaired its New Zealand business by $30 million following the non-renewal of the Auckland Transport contract. Net finance costs on an adjusted basis were down $1.1 million following a debt refinancing restructure effective from 1 July 2025 with lower facility costs. Adjusted underlying NPAT increased 7% to $63.0 million. The effective tax rate in CY25 was 53% due to the $25m goodwill component of the impairment outlined above not being tax effected. Excluding this the underlying effective tax rate was 32%. Adjusted earnings per share increased 0.8 cents per share to 11.7 cents (CY24: 10.9 cps). The Group reported a 54% decrease in statutory NPAT to $16.9 million for CY25, accounting for the post-tax $28.6 million impairment of the New Zealand CGU and historic amortisation of acquired intangibles that do not require replacement. Disciplined cost management to support growth During CY25, oOh! delivered meaningful improvements in its cost base, building on the actions announced in late CY24 to simplify operations and drive performance. The Group achieved a total of $15 million in cost savings during the period, comprising of $10 million of operating expenditure reductions and $5 million in non-rent COGs. The New Zealand cost base was also reset during the period following the Auckland Transport outcome. 28 • oOh!media • Annual Report 2025
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A$m unless specified CY 2025 CY 2024 Variance ($) Variance (%) Revenue 691.4 635.6 55.7 9% Gross profit 475.6 433.9 41.8 10% Gross profit margin (%) 68.8% 68.3% 0.5 ppts Other income 1.6 0.6 1.0 166% Total operating expenditure (149.2) (144.4) (4.8) 3% Underlying EBITDA 328.0 290.0 37.9 13% Non-operating items – Operating expense 0.0 (3.5) 3.5 (100%) EBITDA 328.0 286.5 41.5 14% EBITDA margin (%) 47.4% 45.1% 2.4 ppts Depreciation and amortisation (203.2) (183.7) (19.5) 11% Impairment expense (30.0) 0.0 (30.0) 100% EBIT 94.8 102.9 (8.0) (8%) Net finance costs (59.1) (52.2) (6.9) 13% Profit before tax 35.8 50.7 (14.9) (29%) Income tax expense (18.9) (14.1) (4.8) 34% Profit after tax 16.9 36.6 (19.7) (54%) EPS (cps) 3.2 6.8 (3.6) (54%) Adjusted gross profit 298.8 284.4 14.4 5% Adjusted gross profit margin (%) 43.2% 44.7% -1.5 ppts Adjusted underlying EBITDA 139.1 128.9 10.3 8% Adjusted underlying EBITDA margin (%) 20.1% 20.3% -0.1 ppts Adjusted Underlying NPAT 63.0 58.8 4.2 7% Final dividend of 4.0c, fully franked The oOh! Board declared a final dividend of 4.0 cents per share, fully franked, bringing the full year dividend to 6.25 cents per share, fully franked, representing an increase in full year dividends of 19% on the prior year. This represents a 53% payout of adjusted underlying NPAT, in line with the dividend policy of a 40% to 60% payout range. The record date for entitlement to receive the final dividend is 26 February 2026 with a scheduled payment date of 19 March 2026. Strong growth across key formats oOh! delivered record revenue in the first half, with growth across all formats. Revenue grew 2% in 2H as the advertising market was impacted by pressure on budgets and subdued consumer spending, in addition to the impact of the non-renewal of Auckland Transport. Notwithstanding the challenging second half, the Group maintained strong revenue growth for the full year of 9% to $691.4 million. This resilient performance reflects the underlying strength of the business. Group Financial Result Revenue By Format Differences in balances due to rounding. Differences in balances due to rounding. A$m unless specified CY 2025 CY 2024 Variance ($) Variance (%) Billboards 237.1 216.2 20.9 10% Street Furniture and Rail 226.4 203.4 23.0 11% Retail 124.8 132.3 (7.6) (6%) Airports 64.1 49.9 14.2 29% Office and Study 19.3 20.9 (1.5) (7%) Other 19.7 13.0 6.7 51% Total 691.4 635.6 55.7 9% Annual Report 2025 • oOh!media • 29
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Retail Retail was down 6% in CY25. New Zealand saw 7% growth, offset by Australia which was down 7% due to a highly competitive market environment. Billboards Billboards increased by 10% in CY25. During the period, oOh! added over 42 new digital assets to its portfolio including the win of Transurban’s Melbourne and Brisbane motorway assets, further cementing oOh!’s market leadership position this year. These started contributing to the result in the fourth quarter. Street and Rail Street and Rail revenue increased by 11% for the period, driven by strong performance of Sydney Metro and the rollout of Woollahra and Waverley Council assets, partially offset by the non-renewal of the Auckland Transport contract in the fourth quarter. A total of 420 new digital panels were commissioned in CY25, including the launch of Melbourne Metro Tunnel in December 2025, adding over 158 new rail digital assets. 30 • oOh!media • Annual Report 2025
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Airports Airports grew by 29%, reflecting continued recovery and a return to pre-COVID levels. Office and Study Revenue declined by 7%, due to lower advertising demand in the absence of MOVE 2.0, noting that these formats will have MOVE scores for the first time as from March 2026. Other The Other category primarily includes revenue from Cactus Imaging and reo, which grew by 51% during the period driven by reo. Annual Report 2025 • oOh!media • 31
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Balanced portfolio oOh! maintains a diverse portfolio of assets across a variety of formats and remains focused on digital and data-led innovation in the sector. The Group maintains a diverse and well-balanced lease expiry profile, with limited concentration risk. oOh! has no major contracts due for renewal in the medium term and 60% of CY25 revenue attached to contracts expire from CY29 and beyond. Cash flow Sound financial position Free cash flow improved by $20.1 million on the prior comparative period, largely attributable to improved operating cash flow conversion, with the prior period including catch up tax payments. Capital expenditure increased by 21% to $54.4 million, as the business invested for growth with new contracts and accelerating digitalisation of existing assets in Retail and Street Furniture, and payments in relation to the Transurban assets acquired. The Group’s financial position remains sound. Gearing held at 0.8x, remaining within the target range and reflects stronger EBITDA along with an increase in drawn debt due to timing of payments. Right-of-use assets and liabilities increased due to new contracts being signed and renewed. oOh! has ample liquidity with over $75m unutilised debt facilities available. A$m unless specified CY 2025 CY 2024 Change ($) Change (%) Adjusted EBITDA 139.1 125.3 13.8 11% Net change in working capital and non-cash items (21.6) (34.6) 13.0 (38%) Tax paid (29.0) (37.5) 8.5 (23%) Interest paid (6.9) (6.7) (0.2) 3% Net cash from operating activities 81.7 46.5 35.1 75% Capital expenditure (54.4) (45.0) (9.4) 21% Proceeds from disposal of PP&E / Other 0.9 6.5 (5.6) (87%) Net cash flow before financing / free cash flow 28.1 8.0 20.1 250% Operating cash flow / Adjusted EBITDA 58.7% 37.1% 21.5 ppts A$m unless specified 31 Dec 2025 31 Dec 2024 Variance ($) Variance (%) Borrowings (131.1) (128.0) (3.1) (2%) Cash and Cash equivalents 18.3 19.8 (1.5) (8%) Net Debt (112.8) (108.3) (4.6) (4%) Leverage Ratio (Net debt/ Adjusted underlying EBITDA) 0.8x 0.8x 0.0x n/a Differences in balances due to rounding. Differences in balances due to rounding. 32 • oOh!media • Annual Report 2025
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06 Board of Directors Annual Report 2025 • oOh!media • 35
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Tony Faure Chair and Independent Non-executive Director Tony was appointed to the Board of oOh!media Limited on 28 November 2014 and appointed Chair on 22 September 2017, having also been a Director of the parent company of the oOh!media Group (since February 2014). Skills and experience: Tony has deep experience in traditional and digital media and marketing, having run both small and large companies. He is passionate about ideas that use technology to push limits and create new experiences for consumers. Tony has held the positions of Chief Executive Officer of ninemsn and Chief Executive Officer and Founder of Home Screen Entertainment, and positions at Yahoo! including Regional Vice President, South Asia and Managing Director of Yahoo! Australia and New Zealand. He was also an advisor to the Board of seek.com. Other listed company directorships (current or held in the last 3 years): Tony is currently the Chair of ReadyTech Holdings (ASX:RDY) (since 2019). James Taylor Chief Executive Officer and Managing Director James was appointed as Chief Executive Officer and Managing Director effective 8 December 2025. Skills and experience: James is an influential senior media executive with more than 25 years of diverse experience across the Australian media landscape. He joined oOh! with a long-established track record of execution, strategic leadership, and operational transformation. Before joining oOh!, James spent seven years as Managing Director of the Special Broadcasting Service (SBS), Australia’s multicultural and multilingual public broadcaster. Prior to this, he served for more than five years as SBS’s Chief Financial Officer, with responsibility for finance, media sales, corporate strategy, corporate services, legal, and people & culture. During his tenure at SBS, James led the growth of the organisation’s digital and technology platforms - most notably SBS On Demand - driving strong advertising revenue growth and significant increases in total audience consumption. He has built deep and lasting relationships across the media and advertising industries, underpinned by a reputation for clarity, collaboration, and delivery. James’s earlier career includes senior leadership roles at Deloitte, British Telecom, and the Australian Broadcasting Corporation, spanning corporate strategy, operational efficiency, and organisational transformation. James holds a Bachelor of Business from the University of Technology Sydney, a Master of Commerce from the University of NSW, and has completed Executive Leadership programs at Harvard Business School and the Saïd Business School at Oxford University. James has a proven track record of media leadership, commercial discipline, and long history of delivering strategic outcomes. Other listed company directorships (current or held in the last 3 years): None. Board of Directors 36 • oOh!media • Annual Report 2025
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David Wiadrowski Independent Non-executive Director and Chair of the Audit, Risk & Compliance Committee David was appointed to the Board of oOh!media Limited on 29 November 2019. Skills and experience: David is an experienced Non-executive Director currently serving on four ASX listed companies and brings strong commercial acumen and skills to the Board. David was a partner of PwC for more than 25 years, holding a number of leadership roles in Australia and overseas including five years as Chief Operating Officer of the firm’s largest business consisting of 160 partners and 1,800 staff. Throughout his career at PwC, David continually developed deep expertise in the technology, entertainment and media sectors. In his board career to date, David has been involved in M&A activity, capital raises, strategy development, transformation and board and executive renewal. David is a Board member of the Cambodian Children’s Fund Australia Limited. He holds a Bachelor of Commerce from the University of New South Wales, is a Graduate of the Australian Institute of Company Directors’ and is a Fellow of the Institute of Chartered Accountants of Australia and New Zealand. In addition to his outstanding financial credentials, David brings strong commercial acumen to the Board, derived from his extensive experience at PwC and his board roles. Other listed company directorships (current or held in the last 3 years): David is currently a Non-executive Director and Chair of the Audit Committee of Life360 Inc (ASX:360) (since 2019), Non-executive Director and Chair of the Audit Committee of Car Group Limited (formerly carsales. com) (ASX:CAR) (since 2019), and Non-executive Director and Chair of the Audit and Risk Committee of IPH Limited (ASX:IPH) (since 2023). Philippa Kelly Independent Non-executive Director and Chair of the Talent & Culture Committee Philippa was appointed to the Board of oOh!media Limited on 18 September 2019. Skills and experience: Philippa is an experienced director of ASX listed, private and membership based organisations. After an early career as a mergers and acquisitions lawyer, Philippa worked as an investment banker with JBWere (now Goldman Sachs). She subsequently held senior executive operational roles within ASX and unlisted businesses for 20 years. She has more than 25 years’ experience in property, investment management and financial services. She has extensive board and executive experience across the retail, commercial and residential property sectors, including significant expertise in corporate transactions, capital raisings and IPOs, funds management, asset management and acquisition and divestments. She was formerly Chief Operating Officer of the Juilliard Group, one of Melbourne’s largest private property owners. Previously she was Head of Institutional Funds Management of Centro Properties Group (now Vicinity Centres). Philippa holds a Bachelor of Laws from University of Western Australia, a Graduate Diploma of Applied Finance & Investment from FINSIA and an Honorary Doctorate from Deakin University. She is a fellow of the AICD and FINSIA and a member of Chief Executive Women. She is also an independent Director of AustralianSuper and Chair of its Investment Committee and a Non-executive Director of River Capital. Philippa was Deputy Chancellor of Deakin University until December 2021. Other listed company directorships (current or held in the last 3 years): Philippa was previously Chair of Lifestyle Communities Limited (ASX:LIC) (until August 2024). Annual Report 2025 • oOh!media • 37
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Timothy Miles Independent Non-executive Director and Chair of the Transformation & Technology Committee Timothy (Tim) was appointed to the Board of oOh!media Limited on 16 May 2019. Skills and experience: Based in Auckland, Tim has significant experience, both internationally and in New Zealand, notably in technology and digital development. Tim has held senior leadership roles including as Chief Executive Officer of Spark Digital, Managing Director of listed agricultural services group PGG Wrightson, Chief Executive Officer of Vodafone New Zealand and Chief Executive of Vodafone UK and Group Chief Technology Officer of Vodafone plc. He has also held senior roles at IBM, Data General Corporation and Unisys Corp. He holds a Bachelor of Arts from Victoria University of Wellington. Tim is currently the Chair of Fortysouth Limited (previously Mahi Tahi Towers Company), since March 2023 and is a Non-executive Director of Bendemeer Management Limited, since July 2024. Tim was formerly Chair of the Gut Cancer Foundation (ceased June 2024) and Non-executive Director of Nyriad Inc. (previously Nyriad New Zealand – ceased August 2024). He was formerly the Chair of Centurion GSM (a joint venture between Vodafone NZ and Millennium Group – ceased May 2022). Other listed company directorships (current or held in the last 3 years): Tim is currently a Non-executive Director and Chair of HR and Remuneration of Genesis Energy Limited (NZX:GNE) (since 2016). Joanne Pollard Independent Non-executive Director Joanne (Joe) was appointed to the Board of oOh!media Limited on 24 August 2021. Skills and experience: Joe has domestic and international experience in the telecommunications, media, marketing and sports industries. Over a 30-year executive career, Joe was Group Executive of Media and Marketing at Telstra and Chief Executive Officer of Ninemsn and Publicis Mojo. She spent 10 years at Nike Inc as Global Director of Media, Digital and Content and then Chief Marketing Officer at Nike Japan. She has held various leadership roles in sales, media, digital and content at Nine Entertainment Co. and Mindshare in Australia & Hong Kong. Joe is a member of the Australian Institute of Company Directors and Chief Executive Women. Joe is a director at Greencross Limited and a member of its Audit and Risk Committee. She was previously a non-executive director of Nine Entertainment Co., AMP Bank Limited, Michelle Bridges’ 12WBT, I-Select, the Interactive Advertising Bureau, RACAT Group and Australian Association of National Advertisers. Other listed company directorships (current or held in the last 3 years): Joe is currently a director of Endeavour Group (ASX:EDV), Chair of People, Culture and Performance Committee and member of its Audit, Risk and Compliance Committee. She is a Non-executive Director of Washington H Soul Pattinson (ASX:SOL) and is Chair of the Nominations Committee and is a member of its Audit and People Committees. Board of Directors continued... 38 • oOh!media • Annual Report 2025
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Andrew Stevens Independent Non-executive Director (resigned effective 24 February 2025) Andrew was appointed to the Board of oOh!media Limited on 25 September 2020 and resigned from the Company effective 24 February 2025. Skills and experience: Andrew was Managing Director of IBM Australia and New Zealand from 2011 to 2014, having joined IBM when the company acquired PricewaterhouseCoopers Consulting (PwC) and previously holding senior roles including Managing Partner, Growth Markets for IBM’s Global Business Services where he was responsible for the performance of the operations in Asia Pacific, Latin America, Central Europe, the Middle East, and Africa. He holds a Master of Commerce and Bachelor of Commerce from the University of New South Wales and is a Fellow of Chartered Accountants Australia and New Zealand. Other listed company directorships (current or held in the last 3 years): Andrew is currently a Non-executive Director of Stockland Group Limited (ASX:SGP) (since 2017) and Zip Co. (ASX:ZIP) (since 2025). Catherine O’Connor Chief Executive Officer and Managing Director (resigned effective 8 December 2025) Catherine (Cathy) was appointed as Chief Executive Officer effective 1 January 2021 and as Managing Director effective 11 January 2021. Cathy resigned from the Company effective 8 December 2025. Skills and experience: Prior to joining oOh!media, Cathy led Nova Entertainment as CEO for 12 years, where she helped to significantly transform the company into a multi-platform business and launched Smooth FM. Her earlier career includes management roles at Austereo and radio advertising sales positions at 2SM and 2GB. In addition to her executive role, Cathy chairs the Sony Foundation, serves on the board of the Outdoor Media Association and is also a member of Chief Executive Women (CEW). She has been a member of the Commercial Radio Australia Board and is a respected mentor through programs such as IMAA’s Female Leaders of Tomorrow. Cathy’s honours include the Telstra NSW Businesswomen’s Award for the Private Sector, a Centenary Medal for Service to Australian Society in Business Leadership, and induction into the Commercial Radio Hall of Fame. She holds a Bachelor of Arts in Communications from the University of Technology Sydney and is a Graduate of the Institute of Company Directors. At oOh!media, Cathy is leading the strategic growth through investments in Out of Home, retail media, data and creative. She champions sustainability and diversity with ESG initiatives, including the company’s inaugural Reconciliation Action Plan. Under her leadership, oOh!media has deepened its commitment to its purpose of making public spaces better and brands unmissable and has positioned itself as the #1 Out of Home company in Australia and New Zealand, providing innovative commercial and advertising solutions in Out of Home. Other listed company directorships (current or held in the last 3 years): None. Annual Report 2025 • oOh!media • 39
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Board of Directors continued... Christopher Roberts Chief Financial Officer and Joint Company Secretary Christopher (Chris) has been Chief Financial Officer and Joint Company Secretary since August 2022 and February 2023 respectively. Previous to this, Chris was oOh!’s Group Commercial Finance Director and has held a variety of senior finance-related roles during his prior six years with the company, including acting CFO and acting Chief Commercial Operating Officer. Chris is a Chartered Accountant and has an Executive MBA with the Australian Graduate School of Management. Jonathan Swain Joint Company Secretary (appointed as Joint Company Secretary on 3 September 2025) Jonathan was appointed as Joint Company Secretary effective 3 September 2025. Jonathan is a Senior Company Secretary at MUFG Corporate Governance, a part of MUFG Corporate Markets, a division of MUFG Pension & Market Services. Jonathan is admitted as a Solicitor in New South Wales and is a Fellow Member of the Governance Institute of Australia and a Graduate of the Australian Institute of Company Directors. Melissa Jones Joint Company Secretary (resigned effective 3 September 2025) Melissa was appointed as Joint Company Secretary effective 28 February 2023. Melissa was previously the General Manager of Company Matters, a part of MUFG Corporate Markets, a division of MUFG Pension & Market Services. Melissa is admitted as a Solicitor of the Supreme Court of New South Wales, holds a Bachelor of Laws (Honours) and is a Fellow of the Governance Institute of Australia. 40 • oOh!media • Annual Report 2025
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07 Directors’ Report Annual Report 2025 • oOh!media • 43
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Introduction The Directors of oOh!media Limited (oOh!media or the Company) present their report of oOh!media Limited and its controlled entities for the year ended 31 December 2025. The Directors and Company Secretaries who held office at any time during or since the end of the financial year ended 31 December 2025, together with their qualifications, experience and further details, are set out on the previous pages, which form part of this report. The Directors’ Report has been prepared in accordance with the requirements of the Corporations Act 2001 (Cth). The information below forms part of this Directors’ Report. Corporate Structure oOh!media Limited is a public company limited by shares that is incorporated and domiciled in Australia and listed on the Australian Securities Exchange. Directors’ Report Tony Faure Chair Principal Activities oOh!media is a leading Out of Home media company, offering advertisers the ability to create deep engagement between people and brands across one of the largest and most diverse Out of Home location-based portfolios in Australia and New Zealand. oOh!media’s portfolio includes: • large format digital and classic roadside screens; • large and small format digital and classic signs located in retail precincts such as shopping centres; • large and small format digital and classic signs in airport terminals, lounges and in- flight; • digital and classic street furniture signs; • digital and classic format advertising in public transport corridors including rail; and • digital and classic signs in high dwell time environments such as universities and office buildings. oOh!media also provides advertising creative and printing services. Operating & Financial Review The consolidated profit/(loss) attributable to the owners of the parent entity for the financial year ended 31 December 2025 was $16,905,000 (2024: $36,577,000). A review of operations and results of the Group for the year ended 31 December 2025 is set out in the Operating and Financial Review, which forms part of this Report. Significant Changes In The State Of Affairs There have been no significant changes in the state of affairs of the Company during CY25. 44 • oOh!media • Annual Report 2025
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Likely Developments & Expected Results The Group’s prospects and strategic direction are discussed in various sections of this Report. Further information about likely developments in the operations of the Group and the expected results of those operations in future financial years has not been included in this Report because disclosure of the information would be likely to result in prejudice to the Group. Risk Management Governance The Company pro-actively manages risks such as strategic risk, operational risk, governance and compliance risk and financial risk. The Board has mechanisms in place to ensure management’s objectives and activities are consistent with risk management direction by the Board including governance structures requiring Board approval of: • the Group’s strategic plan and operational objectives; • the Group’s policies regarding governance, conduct and other risks; • the Group’s annual financial forecasts and operating budgets; • all contracts and agreements which exceed the level of delegation to management in the Delegated Authority Policy approved by the Board; and • all project developments which exceed the level of delegation to management in the Delegated Authority Policy approved by the Board. oOh!media is a leading Out of Home media company, offering advertisers the ability to create deep engagement between people and brands. Annual Report 2025 • oOh!media • 45
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Key Risks The Company considers the following as being the most relevant risks to the business achieving its strategic, operational and financial targets: Business Element Description of risk and the Company’s mitigation External economic conditions The Company operates in Australia and New Zealand. Several advertiser customers are global organisations whose media expenditure decisions can be affected by economic conditions in other jurisdictions. A general disruption to or downturn in macroeconomic factors such as consumer confidence, or the media industry specifically, may reduce revenues. This may have a significant impact on operating profit as a large proportion of the Company’s costs have a fixed component. The Company positions its operations to balance the opportunity of delivering outcomes for investors from stronger economic conditions as well as mitigating the impact of economic downturns given the cyclical nature of the media market. The Company maintains a portfolio of assets which is diversified across several Out of Home segments and across central business district, transport, metropolitan (including suburban) and regional areas in Australia and New Zealand. A significant proportion of arrangements with commercial partners include rent that varies with revenue in a period. The Company maintains debt financing facilities with liquidity headroom above expected operational needs. Shifting audience patterns Out of Home audiences were impacted by mandatory stay at home orders / restricted movement orders by governments in Australia and New Zealand during 2020 and 2021 as a result of the COVID-19 pandemic. This has led to an increase in working from home versus traveling to the office, supported by advancements in virtual meeting technology. Given the concentration of assets in CBD areas, particularly in office, an elongation of working from home patterns adversely impacted Out of Home audiences and revenues in the office environment. Another pandemic that prompts a government response whereby Out of Home audience movements are restricted, may reduce revenue for the duration of the response. The Company’s diversity of its assets into suburban and regional areas is a partial mitigant to this risk. Meeting the evolving needs of advertisers Out of Home advertising continues to grow its overall share of total advertising spend, benefiting from disruption impacting traditional media, particularly free-to-air television and terrestrial radio. The OOH sector continues to invest to meet changing advertiser needs, including in new and creative ways to drive audience engagement such as 3D anamorphic and dynamic time or temperature campaign capabilities. For the sector and for oOh!media, growth will be influenced by the ability to continue to adapt to a changing media landscape, including evolving customer preferences and competitive and legislative changes. The Board oversees key changes in the media landscape and the appropriateness of management’s response to such changes. oOh!media has developed a diversified portfolio to mitigate this risk, with diversity and scale across a number of different environments that deliver return on investment for advertisers. oOh!media has also invested in audience data, verification, scalable systems and operating models to manage this risk into the future, and continues to have an active role in the relevant industry bodies to drive continued OOH share of total advertising spend. Business partners oOh!media is dependent on concession contracts with commercial partners to maintain and manage its lease and licence portfolio, media agencies to represent this portfolio to their advertiser clients, and customers who desire the portfolio to advertise their goods and services. Many concession contracts require oOh!media to participate in competitive processes ahead of or at each renewal. Loss or weakening of relationships with media agencies, a change in the size or structure of the media agency market, or loss of relationships with key customers could impact the Group’s future operating and business performance. oOh!media has developed a diversified portfolio of relationships with numerous individual commercial partners and with different contract maturity dates to mitigate the impact of losing individual concession contracts, and has invested in data and insights to give agencies and customers more focus and reach for their desired audience using oOh!media’s unique portfolio. 46 • oOh!media • Annual Report 2025
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Business Element Description of risk and the Company’s mitigation Business Continuity oOh!media’s ability to continue normal business operations may be adversely affected by a range of external and internal risks, including but not limited to: inability of employees to access key technology operating systems, access by employees to maintain, post and clean physical advertising assets across Australia and New Zealand, and severe widespread reductions in audiences for oOh!media’s advertising assets across Australia and New Zealand resulting in a significant short term loss of revenue, as occurred in CY20 and CY21 due to COVID-19 pandemic government restrictions on public movement. oOh!media has deployed resources and strategies to mitigate specific risks: Work, health, safety and environmental (WHSE), IT and Cyber Security, Regulatory and Governance, all of which could give rise to a Business Continuity risk – refer to specific risk sections in this report. The Audit, Risk & Compliance Committee of the Board annually reviews oOh!media’s Business Continuity plans. The Company’s advertising assets are diversified across numerous environments (road, airports, street furniture, shopping centres, rail), geographically diverse locations across Australia and New Zealand and the majority of oOh!media’s revenues are from national advertisers who use multiple audience environments. As a result, oOh!media has limited business continuity concentration risk for localised advertising assets. Business continuity risk could arise as a result of widespread sustained impact to assets and audiences. The Company maintains debt financing facilities with liquidity headroom above expected operational needs, operates with rent structures which include a significant element of rent which varies with revenue and in certain key commercial arrangements fixed rent relief in the event of a pandemic. Artificial Intelligence (AI) oOh!media operates in a dynamic media landscape where the accelerated adoption of AI by competitors in the broader media market presents a strategic risk. Failure to sustainably integrate AI into core business processes may result in reduced operational efficiency compared to investor expectations, diminished audience targeting capabilities, and erosion of both the sector’s share and oOh!media’s share of the market. As advertisers increasingly seek data-driven solutions and personalised engagement, oOh!media’s ability to remain competitive depends on ongoing investment in AI-enabled systems and talent. The Board oversees management’s approach to AI adoption, ensuring alignment with strategic objectives and robust governance to mitigate the risk of falling behind industry peers while protecting against regulatory and reputational risks. Acquisitions, new businesses, and integration Acquisitions or new businesses (such as reo) may not deliver projected benefits or value, and integrations may not be successful, resulting in interruptions to the achievement of business strategy. oOh!media has deep experience managing business integrations and where appropriate, appoints full time project managers to assist with the management and delivery of integration programs. As required, oOh!media regularly reports against the performance of the integration and the new businesses to the Board. Regulatory & Governance Description of risk and the Company’s mitigation Regulatory The Group operates in an industry which is subject to specific regulatory risk, planning development regulations for deployment of the Group’s assets and regulatory changes with respect to advertising content on the Group’s assets. oOh!media engages proactively with regulatory and industry bodies regarding development of regulation and in ensuring compliance by the Group’s activities. Governance The Group recognises stakeholder expectations regarding governance for an enterprise of its scale and operating as a publicly listed entity. A significant failure to meet expected standards of governance would impact the reputation and business outcomes for the Group. oOh!media engages professional in-house and where required, external, governance experts to assist its corporate, finance, legal and operations functions to provide advice and support, and to manage and review governance processes and systems. ESG Expectations from advertisers, governments, landlords, employees, shareholders and other stakeholders with regards to the Company’s ESG profile continue to evolve. The Company formally established an ESG function in 2022 and enhances the in-house capabilities through specialist consulting services where appropriate. Annual Report 2025 • oOh!media • 47
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People & Capability Description of risk and the Company’s mitigation WHSE Work, health, safety and environmental (WHSE) risks could occur causing physical injury or death to employees or others, psychosocial harm to employees, damage to property or the environment, damage to reputation and involve regulatory breach. oOh!media has a dedicated Wellbeing, Safety and Environment function, complemented by a management system that is rigorously enforced. This team conducts quality assurance on providers to ensure compliance with policies, induction, licensing requirements, insurance and WHS policies. oOh!media has a Group-wide induction and new site training program for workplace, health and emergency measures and conducts third party independent audits of its work, health & safety and environmental systems to identify any areas for continuous improvement. Strategy and processes, policies and activities in relation to managing WHSE are overseen by a WHSE Steering Committee comprising of executives leading operational functions across the Group. WHSE risk management activities and all incidents are reported to and considered regularly by the Board. Culture, employee retention & succession The Company has a vibrant and professional culture which embraces colleagues as individuals as well as contributors. This culture has enabled the Company to grow to be the largest Out of Home operator in Australia and New Zealand. Business structure and employee capability may not continue to evolve to meet the growing changes and complexity in the products, market, agencies and emerging digital environment. This failure may negatively impact the ongoing relevance and performance of oOh!media within the market. As the business evolves, structure, culture and capability is carefully assessed to ensure it aligns to the business strategy and has the agility to adapt to new favourable opportunities. oOh!media has Group-wide onboarding and subsequent structured and on the job learning programs, an informal mentoring program, and recognition programs beyond remuneration. The Talent & Culture Committee of the Board works closely with the CEO and Chief People & Culture Officer on the design and implementation of the Company’s culture programs, reviewing results and the Company’s response and action to regular culture surveys. Employee retention and succession planning enables the Group’s consistent performance and delivery of its strategy and competitive success. Significant loss of employees and particular capabilities over a short period could impact the Company’s ability to operate effectively or achieve its revenue targets. oOh!media undertakes short-term and long-term succession and organisational planning for key roles. Retention and succession activities and outcomes are regularly reviewed by the Board. Matters Subsequent to Reporting Date Since the end of the financial year, and after the approval of these consolidated financial statements, the Board has declared a fully franked dividend of 4.00 cents per ordinary share, amounting to $21,551,000 in respect of the year ended 31 December 2025 (31 December 2024: $18,857,000). This dividend is payable on 19 March 2026. The financial effect of this dividend has not been brought to account in the consolidated financial statements for the year ended 31 December 2025 and will be recognised in subsequent financial reports. No other matter or circumstance at the date of this Report has arisen since 31 December 2025 that has significantly affected or may affect: • the operations of the Group in future financial years; • the results of those operations in future financial years; or • the Group’s state of affairs in future financial years. IT & Cybersecurity Description of risk and the Company’s mitigation IT security & resilience Failure to appropriately address security risks around external threats to the digital network, IT systems and data (including personal information) could result in system suspension, loss of control or failure, the potential loss of intellectual property or a personal information data breach. oOh!media has developed a Cyber Security Strategy and processes. Activities in relation to managing Cyber Security risk are overseen by a Cyber Security Steering Committee comprising of executives leading the operational functions in addition to the IT executive leadership. Cyber risk management activities are reported regularly to the Board and its Committees, including the Transformation & Technology Committee. The business does not acquire nor retain private information of individuals other than employees. 48 • oOh!media • Annual Report 2025
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Environmental Regulation The operations of oOh!media Limited and its controlled entities (oOh!) are subject to the Australian Sustainability Reporting Standards AASB S2 Climate-related Disclosures (AASB S2), as set by the Australian Accounting Standards Board (AASB). For further information see the Sustainability Report, which has been prepared in accordance with the Corporations Act 2001 and AASB S2. The operations of the consolidated entity are not subject to any other particular or significant environmental regulation under the law of the Commonwealth of Australia or any of its states or territories, or New Zealand. The Group has not incurred any significant environmental liabilities. Proceedings on behalf of the Company No proceedings have been brought on behalf of the Group, nor have any applications been made in respect of the Group under section 237 of the Corporations Act 2001 (Cth). Rounding of amounts ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 (Instrument) issued by the Australian Securities and Investments Commission (ASIC), relating to the “rounding off” of amounts in the Directors’ Report applies to the Company. Amounts in the Directors’ Report have been rounded off in accordance with the Instrument to the nearest thousand dollars, or in certain cases, to the nearest dollar, unless otherwise stated. Directors’ Meetings The record below shows the number of directors’ meetings held during the year, the number of meetings the directors were eligible to attend and the number of meetings attended. Director Board Meetings Audit, Risk & Compliance Committee Talent & Culture Committee Transformation & Technology Committee H A H A H A H A Total meetings 14 4 5 4 Tony Faure 14 14 Philippa Kelly 14 14 3 3 5 5 4 4 Timothy Miles 14 14 4 4 4 4 Cathy O’Connor 14 12 Joe Pollard 14 14 5 4 4 3 Andrew Stevens1 3 3 1 1 David Wiadrowski 14 14 4 4 5 5 H – number of meetings held during the period the Director was a member of the Board/Committee. A – number of meetings attended by the Director during the period the Director was a member of the Board/Committee. 1. Andrew Stevens resigned effective 24 February 2025 There were no board meetings held between 8 December 2025, being the date on which James Taylor was appointed as CEO and MD, and the end of the year. In addition, Board sub-committees were convened from time to time during the period to support the Board in execution of its responsibilities. Annual Report 2025 • oOh!media • 49
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Board Skills, Experience & Diversity The Board, together with the Talent & Culture Committee, annually reviews the skills, experience and diversity represented by Directors on the Board and determines whether the composition and mix of these factors remain appropriate to support the Company’s strategy and governance requirements, subject to limits imposed by the Constitution and the terms served by existing Non-executive Directors. The results of the 2025 self-assessment of the Directors’ skills and experience are set out in the table below. The assessment reflects those Directors who confirmed that they possess relevant expertise or experience in each capability area. The Board has an average tenure of 6 years and 9 months1, providing an effective balance between deep corporate knowledge and new perspectives. During 2025, the Board had a male:female ratio of 3:32. With the commencement of James Taylor as CEO on 8 December 2025, the male:female ratio is 4:2. The current ratio represents 33.3% female Directors, which continues to be in excess of the minimum 30% recommended by the ASX Corporate Governance Council for ASX 300 companies. The Board is confident that it’s composition, both during 2025 and following the new CEO transition in 2026, provides a strong and appropriate combination of skills, experience, perspectives and gender diversity. This ensures the Board remains well positioned to provide effective oversight and to enable oOh!media to execute its long-term strategy to drive sustainable growth and maximise shareholder value. 1. Reflects Non-executive Director tenure only, as at 31 December 2025 and excludes Andrew Stevens who resigned 24 February 2025 2. This is inclusive of the outgoing CEO and excludes Andrew Stevens who resigned 24 February 2025. 50 • oOh!media • Annual Report 2025
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Note: The table above shows the Board skills composition at the date of this Report. Skill Domain Description Collective skills of the Board Leadership Successful leadership of a large organisation – including Board executive experience, Board/Committee leadership, continuous disclosure regime, and investor engagement. Strategy & Vision Experience and acumen in Strategy and Vision, including strategic process and implementation, strategic measurement and accountability, business planning and budgeting and portfolio-based capital allocation. Finance & Capital Management Experience in Financial and Capital Management including financial reporting, financial control and audit, mergers, acquisitions and divestments, and investor relations. Risk Management Experience in Risk Management and Strategy, including risk management systems, crisis management, and HR and people risks. Sales, Marketing, Media & Advertising Experience in Marketing and Sales, including value drivers and how to win, sector evolution, and marketing and brand leadership. Commercial Property & Assets Experience in Commercial Property, leasing and asset/inventory management, including property value drivers, key landlord understanding, tendering and asset acquisition and asset management and approvals. Digital, Technology & Data Experience in technology strategies, including digital strategy, transformation, sector evolution, data management and cybersecurity risk/data regulation Culture & Talent Experience in Culture and Talent, including organisational culture oversight and leadership, diversity and inclusion oversight and leadership, setting a balanced remuneration framework, short and long term incentives and succession planning. Health, Safety & Sustainability Experience in sustainability governance, environmental impact and emissions oversight, overseeing strategies designed to respond to both physical and transition climate-related risks and opportunities, human rights and modern slavery oversight, safety culture oversight and root cause analysis. Expert Advanced General Annual Report 2025 • oOh!media • 51
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Corporate Governance oOh!media’s most recent Corporate Governance Statement is available on oOh!media’s website under https://investors.oohmedia.com.au/investor-centre/?page=governance. Shares Issued & Exercise of Rights Ordinary shares of oOh!media Limited At 31 December 2025, there were 5,781,157 performance rights on issue (2024: 4,377,710). In 2025, 658,121 performance rights vested under the Long-Term Incentive Plan and 843,605 performance rights lapsed. 2,905,173 performance rights were granted. These shares were allocated from the Employee Share Trust. The total number of fully paid shares on issue at 31 December 2025 is 538,781,286 (2024: 538,781,286). Directors’ Interests in Shares, Rights and Options of the Company The relevant interests of each Director in the equity of the Company and related bodies corporate as at the date of this Directors’ Report are disclosed in the Remuneration Report. Shareholder returns 2025 2024 2023 2022 2021 Adjusted NPAT 34,374 56,286 54,983 56,216 12,689 Profit attributable to the owners of the Company ($’000) 16,905 36,577 34,617 31,516 (10,288) Basic earnings per share (cents) 3.2 6.8 6.3 5.3 (1.7) Dividends – interim paid and final declared ($’000) 33,674 28,286 28,286 26,368 5,986 Dividends per share – interim paid and final declared (cents) 6.25 5.25 5.25 4.50 1.00 Share price – closing at balance date ($) 1.30 1.18 1.66 1.26 1.69 Free Cash Flow per share (cents per share) 4.9 1.5 8.4 11.5 8.7 Return on invested capital (%) 16.35% 14.92% 15.66% 14.92% 9.12% 52 • oOh!media • Annual Report 2025
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Shareholder returns per share reflect: The cancellation of: • 17,561,913 during CY22 as part of the on-market share buy-back; • 42,302,674 during CY23 as part of the on-market share buy-back. Net profit amounts have been calculated in accordance with the Australian Accounting Standards. Dividends for CY25 were fully franked. Dividends The following fully franked dividends were paid during CY25 and CY24: Dividends paid during 2025 Amount per share (cents) Total paid ($) Final 2024 dividend (paid 27 March 2025) 3.50 18,857,345 Interim 2025 dividend (paid 18 September 2025) 2.25 12,122,579 Dividends paid during 2024 Amount per share (cents) Total paid ($) Final 2023 dividend (paid 21 March 2024) 3.50 18,857,345 Interim 2024 dividend (paid 23 September 2024) 1.75 9,428,673 The Company’s policy is to pay dividends of 40-60 per cent of Adjusted Underlying net profit after tax, as AASB16 does not have a cash impact and there is no cash replacement cost for the acquired intangibles. The Board declared a fully franked final dividend of 4.00 cents per ordinary share in respect of the year ended 31 December 2025. This dividend is payable on 19 March 2026. The financial effect of this dividend has not been brought to account in the consolidated Financial Statements for the year ended 31 December 2025 and will be recognised in subsequent financial reports. The financial effect of this dividend is outlined in Note 34 of the financial statements. The Company’s Dividend Reinvestment Plan did not operate for any dividends paid during CY25 and will not operate for the Final 2025 dividend. Annual Report 2025 • oOh!media • 53
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Indemnification & Insurance of Directors and Officers The Company, to the extent permitted by law, indemnifies each Director, alternate Director and Executive Officer of the Company on a full indemnity basis against all losses, liabilities, costs, charges and expenses incurred by that person as an Officer of the Company or one of its related bodies corporate. The Company, to the extent permitted by law, may purchase and maintain insurance, or pay, or agree to pay, a premium for insurance for each Director, alternate Director and Executive Officer of the Company against any liability incurred by that person as an Officer of the Company or its related bodies corporate, including a liability for negligence or for reasonable costs and expenses incurred in defending or responding to proceedings, whether civil or criminal and whatever their outcome. The Company may enter into contracts with a Director or former Director agreeing to provide continuing access to board papers, books, records and documents of the Company that relate to the period during which the Director or former Director was a Director. The Company may arrange that its related bodies corporate provide similar access to board papers, books, records or documents. Insurance Premiums The Company has paid insurance premiums in respect of Directors’ and Officers’ Liability insurance for the year ended 31 December 2025 and since the end of that year. Such insurance contracts insure against certain liability (subject to specific exclusions) of persons who are or have been Directors, alternate Directors or Executive Officers of the Company or in that capacity to the extent allowed by the Corporations Act 2001 (Cth). The terms of the policies prohibit disclosure of the liability and premium paid. Non-audit Services During the year, KPMG, the Company’s auditor, performed certain other services in addition to its statutory duties. The Board has considered the non-audit services provided during the year by the auditor, and, in accordance with the advice received from the Audit, Risk & Compliance Committee, is satisfied that the provision of those non-audit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirement of the Corporations Act 2001 (Cth) for the following reasons: • all non-audit services are subject to corporate governance procedures, including oOh!’s Non-Audit Services Policy, adopted by the Group and have been reviewed by those charged with the governance of the Group throughout the year to ensure they do not impact the integrity and objectivity of the auditor; and • the non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants (including Independence Standards) as they did not involve the auditor reviewing or auditing its own work, acting in a management or decision-making capacity for the Group, acting as an advocate to the Group or jointly sharing the risks and rewards. Details of the audit and non-audit service fees paid or payable to the Company’s auditor during the year are disclosed in Note 31 of the financial statements. 54 • oOh!media • Annual Report 2025
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Audit and assurance services 2025 $ 2024 $ 2023 $ KPMG Australia Audit and review of Financial Statements 858,153 825,589 871,261 Other assurance services 137,150 131,190 2,050 Total audit and assurance services 995,303 956,779 873,311 Other services 2025 $ 2024 $ 2023 $ KPMG Australia Taxation compliance and advisory services 146,126 163,563 158,477 Total other services 146,126 163,563 158,477 Total auditor’s remuneration 1,141,429 1,120,342 1,031,758 Other Information The following information, contained in this Annual Financial Report, forms part of this Directors’ Report: • Operating and Financial Review • Board of Directors • Audited Remuneration Report • Lead Auditor’s Independence Declaration This Report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001 (Cth). Signed on behalf of the Directors. Tony Faure Chair 16 February 2026, Sydney Annual Report 2025 • oOh!media • 55
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Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the Directors of oOh!media Limited I declare that, to the best of my knowledge and belief, in relation to the audit of the Financial Report and the review of the Sustainability Report of oOh!media Limited for the financial year ended 31 December 2025 there have been: i. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit of the Financial Report and the review of the Sustainability Report; and ii. no contraventions of any applicable code of professional conduct in relation to the audit of the Financial Report and the review of the Sustainability Report. KPMG Patrick Maloney Partner Sydney 16 February 2026 38 KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the Directors of oOh!media Limited I declare that, to the best of my knowledge and belief, in relation to the audit of the Financial Report and the review of the Sustainability Report of oOh!media Limited for the financial year ended 31 December 2025 there have been: i. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit of the Financial Report and the review of the Sustainability Report; and ii. no contraventions of any applicable code of professional conduct in relation to the audit of the Financial Report and the review of the Sustainability Report. KPMG Patrick Maloney Partner Sydney 16 February 2026 38 KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. 56 • oOh!media • Annual Report 2025
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08 Remuneration Report Annual Report 2025 • oOh!media • 59
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Chair’s Letter Dear Shareholders, On behalf of the Board, I am pleased to present oOh!media’s Remuneration Report for the year ended 31 December 2025 (CY25). While a detailed review of the Company’s financial performance is covered in the financial results in this Annual Report, we are pleased that oOh! delivered full-year revenue growth of 8.8% and adjusted underlying EBITDA growth of 8.0%, with Out of Home continuing to outperform the broader Australian media sector. Remuneration Framework We remain committed to a remuneration framework that aligns executive reward with Company performance and the creation of long-term shareholder value. The framework combines fixed remuneration with short-term incentives tied to annual financial and strategic objectives, and long-term incentives linked to sustained value creation through return on capital and free cash flow generation and relative Total Shareholder Return. For CY25, no material changes were made to the remuneration framework, and the Board does not anticipate changes for CY26. Short-Term Incentives (STI) For CY25, the STI plan weighting for revenue was reduced by 5%, offset by a corresponding increase in the market share metric to drive greater focus on competitive positioning and align with oOh!’s strategic priorities. The Company exceeded its revenue target and achieved 97% of its adjusted underlying EBITDA target, but fell short of the Market Share target, resulting in 68% of the target potential payout being awarded. Further details of the STI outcomes can be found in the Executive KMP STI Outcomes section of this report. Long-Term Incentives (LTI) The CY23 LTI Plan did not vest as the performance measures were not achieved. Further details of the outcomes can be found in the LTI Outcomes section of this report. No changes have been made to the CY26 LTI plan. Philippa Kelly Chair, Talent & Culture Committee 60 • oOh!media • Annual Report 2025
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Leadership Transition Managing Director and CEO, Cathy O’Connor announced in April her intention to depart oOh! towards the end of 2025. After conducting an extensive search, we were delighted to appoint James Taylor as our new Managing Director and CEO in December 2025 to lead oOh! through its next phase of growth. The Board acknowledges Cathy’s significant contribution to oOh! during the past five years, in what has been a very transformative period. She led the business through particularly challenging market conditions, including the impacts of the COVID pandemic, and has been instrumental in positioning oOh! through its recent tender wins that will drive future revenue and market share growth. Cathy’s departure arrangements, detailed in the CEO Transition Arrangements section of this report, reflect her committed service and significant contribution over this period. Cathy stepped down as Key Management Personnel (KMP) in December 2025, but remained with the Company through to 30 January 2026 to support an orderly and smooth leadership transition. Accordingly, Cathy forfeited her entitlement to the CY25 STI and CY24 and CY25 LTI awards. The total remuneration package for James is broadly comparable to his predecessor, and his remuneration arrangements were set following a rigorous benchmarking process and reflect the market positioning necessary to attract an external, proven CEO of his calibre and deep media and advertising industry experience. Retention Arrangements To maintain business stability during the CEO transition, the Board also provided one-off retention equity grants to CFO, Chris Roberts and a number of other senior executives. These retention awards were selective and provided only where considered necessary to safeguard business continuity. Chris and other recipients are regarded as essential in maintaining operational stability and supporting execution of the Company’s strategy during the leadership transition. Vesting of the awards is subject to continued service and conduct requirements over the retention period, as well as the achievement of performance conditions linked to minimum market share growth and EBITDA margin targets, ensuring the awards are aligned with both retention and the delivery of shareholder value. Summary With significant growth through the first half, tempered by lower trading conditions in the second half, we are confident that this year’s remuneration outcomes adequately reflect the performance of oOh! and are aligned with the interests of our shareholders, while supporting our ability to retain the executive capability required to deliver on our strategic objectives. In closing, I would like to extend my gratitude to the entire oOh! team for their dedication throughout 2025 and thank our shareholders for your continued support. Philippa Kelly Chair, Talent & Culture Committee 62 • oOh!media • Annual Report 2025
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This Remuneration Report explains the Board’s approach to executive remuneration, the performance measures, link to strategy and Company performance. The Remuneration Report has been audited as required by section 308 (3C) of the Corporations Act 2001 (Cth). 1. Key Management Personnel The Remuneration Report details the remuneration framework and outcomes against that framework for Key Management Personnel (KMP) for the year ended 31 December 2025. KMP are those persons having authority and responsibility for planning, directing and controlling the major activities of oOh!media, including any Director (whether Executive or otherwise) of the Company. For oOh!media, in addition to the Non-executive Directors, the CEO and CFO have been identified as Executive KMP. The table below details KMP during the reporting period. Name Position Term 2025 Non-Executive Directors (NEDs) Tony Faure Chair and Independent Non-executive Director Full year Philippa Kelly Independent Non-executive Director Full year Timothy (Tim) Miles Independent Non-executive Director Full year Joanne (Joe) Pollard Independent Non-executive Director Full year Andrew Stevensa Independent Non-executive Director Up to 24 February 2025 David Wiadrowski Independent Non-executive Director Full year Executive KMP Catherine (Cathy) O’Connorb Former Chief Executive Officer and Managing Director (CEO) Part year to 8 December 2025 James Taylorc Chief Executive Officer and Managing Director (CEO) Part year from 8 December 2025 Christopher (Chris) Roberts Chief Financial Officer (CFO) Full year 2. Remuneration approach and framework Objectives and principles The overarching objective of oOh!media’s remuneration framework is to attract, retain and motivate the right talent and align rewards to performance. This objective is underpinned by the guiding principles that remuneration be market competitive, performance-related, fair, and easily understood. Executive incentives are performance-based and “at-risk”. They are designed to reward achievement of oOh!media’s annual financial and strategic goals, as well as long-term growth in shareholder value. Approach to determining remuneration Total remuneration comprises fixed annual remuneration (FAR) and performance-based remuneration in the form of both short-term and long-term incentives. Total remuneration is reviewed on an annual basis taking into consideration market data, performance of the Company and the individual as well as market conditions. The approach is to position remuneration for Executive KMP principally within a competitive range of industry peers. There is also consideration of other Australian listed companies of a similar size, complexity, and prominence. a. Andrew Stevens retired on 24 February 2025. b. Cathy O’Connor resigned as CEO and Managing Director effective 8 December 2025. c. James Taylor commenced as CEO and Managing Director effective 8 December 2025. 64 • oOh!media • Annual Report 2025
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Remuneration element Fixed Annual Remuneration (FAR) • Reflects core performance requirements and role expectations relative to the scale and size of oOh!’s business and the internal and external market. • Comprises base salary, non-monetary benefits, and superannuation. Performance-based remuneration (at-risk remuneration) Short-Term Incentive (STI) • Linked to clearly specified annual performance targets that are aligned to the Company’s annual and medium-term financial and strategic objectives. • Delivered as 2/3 cash, and 1/3 deferred equity in the form of restricted shares. • Restricted shares are subject to a 12-month restriction period and release is dependent upon continued employment and a conduct/behaviour assessment. Long-Term Incentive (LTI) • Linked to Company financial performance hurdles that are measured over a 3-year performance period to align the interests of Executive KMP and other key employees with shareholders by focusing on long-term growth. • Delivered as equity in the form of performance-rights. • Vesting of performance rights are subject to achievement of performance hurdles as well as continued employment and conduct/behaviour assessment. Executive KMP remuneration structure The Board and the Talent & Culture Committee (TCC) review the remuneration structure on an annual basis to ensure it remains fit-for-purpose to support the achievement of the Company’s financial and strategic objectives. Remuneration is structured so that a substantial portion of remuneration is delivered in equity through deferred STI or LTI. The table below shows that remuneration to Executives is earned over a period of up to three years. This ensures that the interests of our most senior leaders are aligned with shareholders and the delivery of the long-term business strategy. Below is an overview of the remuneration structure for Executive KMP, with further detail on the STI and LTI Plans, including performance metrics, in the following sections. Remuneration adjustment and clawback The Board retains discretion to adjust performance-based remuneration where it determines it is appropriate. In exercising this discretion, the Board considers Company performance and individual conduct, including behaviour in accordance with the Company’s values and Code of Conduct. Circumstances that may warrant adjustment or clawback include fraudulent or dishonest behaviour, gross misconduct and, breach of obligations or material financial misstatements. Annual Report 2025 • oOh!media • 65
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3. Executive KMP Short-Term Incentive (STI) Plan Overview Purpose To reward the achievement of annual performance targets aligned with oOh!media’s business strategy and objectives to deliver sustainable stakeholder outcomes. Funding The pool to fund the STI Plan is determined by the Group’s financial performance. Deferral 1/3 of annual STI outcome is deferred into equity in the form of 1-year Restricted Shares with the remaining 2/3 paid as cash. Participants may voluntarily elect for the deferred portion to be subject to post-vesting disposal restrictions for up to 15 years from commencement of the annual performance period. The number of Restricted Shares granted is determined using the 10-day volume weighted average price (VWAP) of an ordinary share (ASX:OML) following the release to market of the Company’s annual financial results announcement (rounded down to the nearest whole number). Performance metrics The table below relates to the performance period 1 January 2025 to 31 December 2025. To drive a continued focus on achieving market share the weighting for both the revenue and market share measures were made equal for the 2025 performance year. Executive KMP pay mix Consistent with oOh!media’s remuneration philosophy and framework, the annual remuneration review for Executive KMP continues to be focused on re-weighting towards at-risk components to align with the desired pay mix for Total Target Remuneration, which is fixed remuneration at 50%, short-term incentives (STI) at 25%, and long-term incentives (LTI) at 25%. The graphs below illustrates the FY25 pay mix for Executive KMP at both Target and Maximum opportunity. Executive KMP pay mix 100% 80% 60% 40% 20% 0% Outgoing CEOa Incoming CEOb CFOc Outgoing CEOa Incoming CEOb CFOc TFR STI LTI 33% 33% 46% 37% 37% 45% 18% 18% 17% 22% 22% 22% 32%41%41%37% 49%49% Note: a. Pay mix data for Cathy O’Connor (Outgoing CEO) illustrates her remuneration framework at target and maximum, consistent with her employment agreement. While no STI or LTI awards were granted for FY25, presenting the framework allows for meaningful comparison with the incoming CEO’s structure. b. The pay mix shown for James Taylor (Incoming CEO) is based on annualised 2025 amounts for salary, short-term incentive and long-term incentive. From 2026, James Taylor’s target pay mix will shift further towards at-risk remuneration, with Fixed Pay reducing to 43%, STI at 16%, and LTI at 41%, reflecting the Board’s continued focus on aligning executive remuneration with performance and shareholder outcomes. c. The pay mix shown for Chris Roberts includes the 2025 LTI Retention amounts. Target Max 66 • oOh!media • Annual Report 2025
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Component Description Overall Weighting Company metrics (70%) Adjusted underlying EBITDA margin measure: Adjusted underlying EBITDA Margin is used as a Company performance measure to reward profitable growth. 35% EBITDA margin Payout outcome < 18.8% Nil 18.8% (threshold) 50% 18.8% - 20.8% Pro-rated increase between 50%-100% 20.8% (target) 100% 20.8% - 22.8% Pro-rated increase between 100%-150% > 22.8% (maximum) 150% Revenue Achievement measure: The Revenue Achievement measure is intended to reward growing oOh!’s revenue and more broadly leading Out of Home share of media growth. 17.5% Revenue Payout outcome < 95% of budget Nil 95% of budget (threshold) 25% 95% - 100% budget Pro-rated increase on a straight-line basis between 25%-100% 100% budget (target) 100% 100% - 105% budget Pro-rated increase between 100%-150% > 105% budget (maximum) 150% Market Share measure: The Market Share measure complements the Revenue Achievement measure, to ensure that revenue growth is not simply due to sector growth, by requiring oOh! to maintain or grow position as a market leader in the Out of Home market. 17.5% Market share! Payout outcome < 36.5% Nil 36.5% (target) 100% 37.5% Pro-rated increase on a straight-line basis between 100%-130% >38.5% 130% Shared Leadership & individual strategic metrics (30%) Shared Leadership & strategic priorities In 2025, Executive KMP and Executives were assigned a shared KPI focused on fostering a high- performance culture. Key priorities included: • Enhancing customer focus and operational efficiency. • Demonstrating enterprise leadership behaviours and values. 15% Individual strategic business metrics: Executive KMP are assigned individual objectives based on their specific area of responsibility. These objectives are set annually and are directly aligned to the Board approved financial, operational, and strategic objectives. 15% Total 100% Note: This is a summarised form of the STI metrics. 1. For CY25, the target has been revised from 38.8% to 36.5%, with the weighting increased from 14% to 17.5% and payout thresholds adjusted accordingly (cap now >38.5%, previously >39.8%). Annual Report 2025 • oOh!media • 67
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4. Executive KMP Long-Term Incentive (LTI) Plan Overview Purpose To provide a shareholder aligned incentive to attract, retain and motivate eligible senior employees whose current and potential contributions are important to the long-term success of oOh! Media Overview Performance rights with a three-year performance period subject to performance against three Company financial measures. Award LTI is awarded as a dollar value. The number of performance rights granted is determined by dividing the dollar value by the face value of an ordinary share (ASX:OML). The face value is calculated using the 10-day volume weighted average price (VWAP) following the release of oOh! Media’s annual financial results. Performance rights are granted for nil consideration. Vesting date Awards are tested for vesting against the achievement of the performance hurdles at the end of the three-year performance period, generally in February each year. Final vesting is subject to Board approval. Cessation of employment If an Executive KMP ceases employment with oOh!media before the end of the performance period, their entitlement to rights (if any) will: • Lapse in full in the event of resignation or termination for cause, or • Subject to Board discretion and approval, may be provided in full or pro-rated in the event of redundancy, ill health, death, or other limited exceptional circumstances. Performance metrics The table below relates to the performance period 1 January 2025 to 31 December 2027. Component Measure Weighting FCF Cumulative Free Cash Flow per share FCF aligns incentives with shareholder interests by measuring and rewarding oOh!media’s ability to generate cash flow on a per share basis. FCF is cash that’s available to be distributed to shareholders or for further investment and is more transparent (vs. earnings) due to the impact of AASB 16 which can be distortionary on earnings per share (EPS). The value of the Company is partially determined by the market’s assessment of oOh!’s ability to generate cash flow as this ultimately funds dividends and future expansion opportunities. • Measured as cents per share (cps) over the 3-year performance period. • Calculated as (operating cash flow less capital expenditure and finance lease liabilities paid during the performance period) divided by (weighted number of issued shares on issue during the performance period). 33% FCF Vesting outcome < 22.5 cps Nil 22.5 cps 50% 22.5 – 30.1 cps Straight line pro-rated 50%-100% 30.1 cps 100% 30.1 – 42.6 cps Straight line pro-rated 100%-150% > 42.6 cps 150% 68 • oOh!media • Annual Report 2025
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Component Measure Weighting ROIC Return on Invested Capital ROIC aligns incentives with generating shareholder returns relative to the deployment of the Company’s capital. ROIC is a profitability performance measure of the return earned relative to the amount of capital (equity & debt) provided by shareholders and lending institutions to generate earnings. • Measured as a % over the final year in the 3-year performance period. • Calculated as (adjusted underlying EBITDA1) divided by (the average of the opening and closing balances of invested capital for the performance period). 33% ROIC Vesting outcome < 18.2% Nil 18.2% 50% 18.2 - 19.9% Straight line pro-rated 50%-100% 19.9% 100% 19.9 - 25.0% Straight line pro-rated 100%-150% > 25.0% 150% RTSR Relative Total Shareholder Return RTSR aligns incentives with investor returns relative to the ASX Small Ordinaries Industrials index (XSI). RTSR indicates the overall returns an investor earns from the shares of a Company. • Measured as a position against peer group performance (percentile). • Calculated as aggregate dividends paid during the 3-year performance period plus the share price movement from the beginning to end of the performance period. 33% RTSR Vesting outcome < 50th percentile Nil 50th percentile 50% 50th – 75th percentile Straight line pro-rated 50%-100% ! 75th percentile 100% Total 100% Annual Report 2025 • oOh!media • 69
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Financial highlights 2025 2024 2023 2022 2021 Adjusted underlying EBITDA ($’000) 139,127 128,859 130,174 127,096 77,552 Adjusted underlying EBITDA margin (%) 20.1 20.3 20.5 21.4 15.4 Profit/(loss) attributable to the owners of the company ($’000) 16,905 36,577 34,617 31,516 (10,288) Basic earnings/(loss) per share (cents) 3.2 6.8 6.3 5.3 (1.7) Dividends - interim paid and final declared ($’000) 33,674 28,286 28,286 26,368 5,986 Dividends per share – interim paid and final declared (cents) 6.25 5.25 5.25 4.50 1.00 Share price – closing at balance date ($) 1.30 1.18 1.66 1.29 1.69 Change in share price year ($) 0.12 (0.48) 0.37 (0.41) 0.03 Free Cash Flow per share (cents per share) 4.9 1.5 8.4 11.5 8.7 Return on Invested Capital (%) 16.35 14.92 15.66 14.92 9.12 5. Company performance and remuneration outcomes Business Performance Component Measure Weighting Tranche 1 Service Tranche 1 Measured based on service for the 1.5 year period ending 1 March 2027: • The continued employment and conduct with the Company until the end of the vesting period; and • No verbal or written notice of intention to terminate the employment with oOh! prior to the end of the vesting period has been provided. 50% Tranche 2 Market share & EBITDA Tranche 2 Measured based on minimum market share growth and service for the 1.5 year period ending 1 March 2027: • The continued employment and conduct with the Company until the end of the vesting period; and • No verbal or written notice of intention to terminate the employment with oOh! prior to the end of the vesting period has been provided. • Minimum market share growth of 1.0% calculated as CY26 (1 Jan 2026 – 31 Dec 2026) market share minus 34.3% being the 12-month rolling market share as at 30 June 2025 (excluding revenue contribution of Auckland Transport) and; CY26 adjusted underlying EBITDA margin must meet or exceed the higher of: 1. CY26 budgeted margin (per CY26 Board approved budget) or, 2. CY25 actual margin (per CY25 audited financial results). If these performance conditions are not met, all Rights in Tranche 2 will lapse. 50% Total 100% 1. Adjusted underlying EBITDA refers to earnings before interest, tax, depreciation, amortisation and impairment excluding the impact of non- operating items and fixed rent obligations previously recognised in cost of goods sold and OPEX pre AASB16. 2. Invested capital is total equity plus net debt. 3. Market Share = [oOh! reported revenues – other] ÷ [(OMA (Aus) + OOHMAA (NZ) gross revenues) excluding oOh!’s contribution + oOh! reported revenues – other). KMP Long-Term Incentive Retention Award 70 • oOh!media • Annual Report 2025
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Component Description % Outcome Company metrics (70%) Adjusted underlying EBITDA margin 80% Revenue Achievement 109% Market Share 0% Overall achievement of company metrics 68% Shared & individual strategic business metrics (30%) CEO (James Taylor) 100% CFO (Chris Roberts) 81.3% KMP STI Outcome ($) STI Cash ($)a STI Deferred Equity ($)b STI Outcome as a % of maximum opportunity STI as a % of target opportunity CEOc 24,834 = $16,639 + $8,195 51.7% 77.6% CFO 208,728 = $139,848 + $68,880 48.0% 72.0% a. Payable in Q1 2026 b. Payable in Q1 2027 subject to satisfaction of release conditions. c. In accordance with his contractual terms, CEO James Taylor will receive a pro rated 2025 STI outcome of $24,834 with 33% to be delivered in equity, subject to shareholder approval at the 2026 AGM. Former CEO Cathy O’Connor has forfeited the 2025 STI. FY25 Executive KMP STI Outcomes The scorecard assessment below relates to the performance period 1 January 2025 to 31 December 2025. The STI performance outcomes and awards are provided in the following table. Annual Report 2025 • oOh!media • 71
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LTI Outcomes The assessment below relates to the 3-year period from 1 January 2023 to 31 December 2025. Component Outcome % Achievement FCF Cumulative Free Cash Flow per share 15.18 cents per share 0% ROIC Return on Invested Capital 16.35% 0% RTSR Relative Total Shareholder Return 43.48 percentile 0% Overall vesting of the 2023 LTI Award 0% 6. Non-executive Director Remuneration The Board and the TCC aim to set Non-executive Directors’ remuneration at a level that attracts and retains high calibre and talented Non-executive Directors. The aggregate amount provided to all Non-executive Directors for their services as Directors, as set by oOh!media, must not exceed $1,400,000 in any financial year, as approved at the 2020 AGM. The Non-executive Director fees for 2025 were increased by 2.5% in 2025 to ensure fees remain aligned with general market movements. 2025 Board / Committee Chair Member Board $281,875 $142,475 Audit, Risk & Compliance $28,185 $14,350 Talent & Culture $28,185 $14,350 Transformation & Technology $20,500 $10,250 Per diem fee - $1,790 All amounts are inclusive of superannuation and the Chair of the Board receives no extra member fees in addition to the Board Chair fee. Subject to oOh! Board Chair and TCC Chair approval, a per diem fee may be applied to recognise excessive additional responsibility or time commitments. No per diem payments were made in 2025. 72 • oOh!media • Annual Report 2025
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Minimum shareholding requirement All Non-executive Directors have met their minimum shareholding requirements as at 31 December 2025. The Board has a minimum investment policy for the Non-executive Directors requiring them to acquire on market shares totalling a minimum total acquisition cost of one times the base fee that is paid to Non- executive Directors (“Minimum Investment”) within three years following the date of their appointment. 7. Performance and remuneration Governance Board The Board and the TCC maintain overall responsibility for oversight of the Company’s remuneration policy and the principles and processes which give effect to that policy. The Board approves, having regard to the recommendations of the TCC, the: • Size, composition and criteria for membership of the Board, including review of Board succession plans, performance evaluation and the succession of the Chair, CEO and CFO, as well as Executive performance assessment processes and results; • Company’s remuneration, recruitment, retention and termination policies and procedures for senior management; • Company’s incentive strategy, performance targets and bonus payments, including major changes and developments to the Company’s equity incentive plans; and • Effectiveness of the Diversity, Equity & Inclusion Policy. Talent & Culture Committee and Board Oversight The TCC operates under a charter and set of responsibilities approved by the Board. The charter can be found on the Company’s Governance page in the Investors section of the oOh!media website – www.oohmedia. com.au and further detail on the TCC’s responsibilities can be found in the Company’s most recent Corporate Governance Statement. Service Agreements Executive KMP oOh!media has entered into service agreements with each Executive KMP. The Group retains the right to terminate a contract immediately by making payment equal to the agreed number of months’ fixed annual remuneration (FAR) in lieu of notice, including superannuation plus any statutory entitlements of accrued annual and long service leave. The service contracts outline the components of remuneration but do not prescribe how remuneration levels are modified year-to-year. The key conditions of the service agreements of the Executive KMP are set out in the following table. Name Agreement commenced Agreement expires Notice of termination by Company Notice of termination by Employee Termination payment under the contract Cathy O’Connor (Former MD & CEO) 01-Jan-21 08-Dec-25 12 months 12 months 12 Months FAR James Taylor 08-Dec-25 No expiry 12 months 12 months 12 Months FAR Chris Roberts 01-Aug-22 No expiry 6 months 6 months 6 Months FAR Annual Report 2025 • oOh!media • 73
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CEO Transition Arrangements Cathy O’Connor Cathy O’Connor ceased as CEO and KMP effective 8 December 2025, and continued to be available as a strategic advisor until 30 January 2026 as her final day of employment. On Cathy’s departure, the following payments and treatments were determined: • termination benefits of $1,245,616 representing 12 months FAR, in addition to payments related to her strategic advisory role of $198,710 for the period up to 30 January 2026. • $329,077 accrued statutory annual leave and long service leave entitlements up to 30 January 2026. Cathy forfeited her FY25 STI and the 2024 LTI grant, with her 2025 LTI grant having been withdrawn from the 2025 AGM following Cathy’s resignation in the first half of the 2025 calendar year. While Cathy remained eligible for the FY23 LTI grant, testing of the applicable performance conditions determined that the award did not vest and, in accordance with the original terms of the grant, the FY23 LTI lapsed in full. James Taylor James Taylor commenced employment with oOh!media as CEO and KMP effective 8 December 2025. The remuneration quantum and terms of James’ employment are as publicly disclosed on 11 August 2025 and include: • FAR of $1,344,000, • STI on-target of $500,000 and up to $750,000 at maximum (150% of on target), and • LTI opportunity of $1,300,000 at face value. The relevant incentive equity grants will be subject to shareholder approval at the AGM in May 2026. CFO Retention Arrangements In light of the CEO transition and in recognition of the strong in-role performance Chris Roberts has demonstrated since his appointment to the CFO role, Chris has received a one-off retention grant of 300,030 rights ($500,000 face value) that will vest in two equal tranches at the end of the 1 March 2027 vesting period. Tranche 1 and 2 are both subject to service conditions, but the Tranche 2 rights will only vest subject to the additional business performance conditions. (Refer to section 4). Non-executive Directors Non-executive Directors’ terms of appointment have no fixed end date, no fixed notice of termination period, nor any agreed termination payments. All Non-executive Directors may not hold office without re-election by shareholders beyond the third Annual General Meeting following appointment or the meeting at which they were last elected. KMP Related Party Transactions There were no KMP related party transactions during the reporting period. 74 • oOh!media • Annual Report 2025
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8. Statutory remuneration table The following statutory remuneration disclosure table for KMP has been prepared in accordance with accounting standards and the Corporations Act 2001 (Cth) requirements. The amounts shown relating to share-based remuneration are equal to the accounting expense recognised in oOh!media’s Consolidated Financial Statements in respect of the LTI rights grant. These amounts do not reflect the actual realisable value received in FY25 year or in future years. Short-term benefits Long-term benefits Share-based Payments Post- employment Termination Benefits Name Year Cash Salary and Fees Non- monetary STI Cashf STI Restricted Shares LTI Performance Rightsa Supere Termination Payments Total Total % Performance relatedb Non-executive directors Tony Faure 2025 252,339 - - - - 29,536 - 281,875 - 2024 247,192 - - - - 27,808 - 275,000 - Philippa Kelly 2025 187,638 - - - - 5,230 - 192,868 - 2024 176,500 - - - - 0 - 176,500 - Tim Milesc 2025 159,752 - - - - 4,793 - 164,545 - 2024 158,716 - - - - 5,811 - 164,527 - Joe Pollard 2025 147,976 - - - - 17,390 - 165,366 - 2024 137,529 - - - - 15,471 - 153,000 - Andrew Stevensd 2025 36,547 - - - - 4,203 - 40,750 - 2024 146,518 - - - - 16,482 - 163,000 - David Wiadrowski 2025 180,054 - - - - 4,956 - 185,010 - 2024 175,846 - - - - 4,654 - 180,500 - Executive KMP Cathy O’Connor 2025 1,454,221 14,507 - (42,738) (218,814) 29,966 1,444,323 2,681,465 - 2024 1,306,335 14,751 139,660 79,845 264,305 28,666 - 1,833,562 26.4% James Taylorg 2025 94,317 1,028 16,639 8,195 2,374 7,500 - 130,053 20.9% 2024 - - - - - - - - - Chris Roberts 2025 624,178 - 139,847 68,880 105,682 29,966 - 968,553 32.5% 2024 470,014 - 56,368 31,365 69,644 28,666 - 656,057 24.0% a. Fair value of performance rights related to the LTI grants. The fair value of non-market hurdles has been assessed and adjusted for probability in accordance with accounting standards. b. Performance-related percentage is calculated by adding cash STI and share-based remuneration amounts (all of which have performance hurdles that determine payment) and dividing by total remuneration. c. Tim Miles’ salary has been converted from New Zealand dollars to Australian dollars, exchange rate applied 1.11. Prior year amount has been restated to reflect appropriate foreign exchange translation, using a rate of 1.09. d. Andrew Stevens retired on 24 February 2025. e. Superannuation concessional contribution cap has been applied to Cathy O’Connor and Chris Roberts. f. For FY25, the STI Cash amount relates to 2025 remuneration outcomes, which will be paid in Q1, 2026. g. The remuneration amounts stated for James Taylor are part-year figures to reflect the 2025 period served from 8 December 2025. Annual Report 2025 • oOh!media • 75
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Name of KMP Shares held at 1-Jan-25b Net changeb Held at 31-Dec-25b Met minimum share-holding requirementa Required to meet minimum investment Tony Faure 397,338 - 397,338 Yes Feb 22 Philippa Kelly 160,000 - 160,000 Yes Sep 22 Tim Miles 237,000 - 237,000 Yes May 22 Joe Pollard 101,461 5,300 106,761 Yes Aug 24 David Wiadrowski 150,000 - 150,000 Yes Nov 22 Andrew Stevensc 123,200 - 123,200 n/a Sep 23 Cathy O’Connor 368,211 233,931 602,142 n/a n/a James Taylor - 32,258 32,258 n/a n/a Chris Roberts 208,427 65,844 274,271 n/a n/a a. Based on cumulative acquisition cost of Minimum Investment. b. Shares reported include holdings on ordinary shares in oOh!media and deferred restricted share units awarded under the Deferred Short- term Incentive Share Scheme (DSTI). c. Andrew Stevens retired from the Board on effective 24 February 2025. Name of Executive KMP Number of Rights held at 1 Jan 2025 Vesting conditions of those held at 1 Jan 2025 Number granted as remuneration during 2025 Vesting conditions of those granted during 2025 Number and value – vested and exercised Number lapsed during 2025 Held at 31 December 2025 and not vested Cathy O’Connor 1,282,742 (CY23, CY24 LTI) FCF - FCF - 1,282,742 100% CY23 LTI & 100% CY24 LTI forfeited -ROIC ROIC TSR TSR James Taylor - FCF 39,674 FCF - - 39,674ROIC ROIC TSR TSR Chris Roberts 359,022 (CY23, CY24 LTI) FCF 493,854 FCF - 157,233 100% CY23 LTI forfeited 695,643 ROIC ROIC TSR TSR Service Service Market Share & EBITDA Market Share & EBITDA 9. KMP Shareholdings The following table sets out the movement during the reporting period in the number of ordinary shares in oOh!media held directly, indirectly or beneficially, by KMP, including their related parties. 10. Executive KMP: Movement in Rights over ordinary shares The following table sets out the movement during the reporting period in the number of rights over ordinary shares in oOh!media held directly, indirectly or beneficially, by Executive KMP or officers in oOh!media, including their related parties. This table includes LTI forfeitures in relation to CY23 grant based on testing of performance hurdles for the period 1 January 2023 to 31 December 2025. 76 • oOh!media • Annual Report 2025
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The rights over ordinary shares granted in the period were: Executive KMP Plan Grant date Vesting conditions No. of rights granted during 2025 Face value at grant date ($) Fair value at grant date ($) Fair value at grant date ($ per right) Vesting date James Taylora LTI May-26 2025 LTI 39,674 59,357 59,357 Feb-28 Cumulative FCF 13,225 19,786 19,786 1.496 ROIC 13,225 19,786 19,786 1.496 TSR 13,224 19,785 19,785 1.496 Chris Roberts LTI May-25 493,854 790,736 702,544 Feb-28 Cumulative FCF 64,608 96,912 95,620 1.480 ROIC 64,608 96,912 95,620 1.480 TSR 64,608 96,912 80,760 1.250 Sep-25 Service 150,015 250,000 215,272 1.435 Mar-27 Market Share & EBITDA 150,015 250,000 215,272 1.435 11. LTI to be reported in future years The outcome of each LTI grant may be reported in future years when it impacts the realised remuneration of the KMP during the relevant performance period. The fair value of LTI performance rights that have been granted is amortised over the performance period. The following table summarises the maximum LTI value that will be reported in the statutory remuneration tables in future years if the relevant performance conditions are met in full. The minimum LTI value is nil if the Company fails to meet any of the relevant performance conditions. Future expense by plan Future expense by financial year Executive KMP FY24-26 FY25-27 Total FY26 FY27 Total Cathy O’Connor $0 $0 $0 $0 $0 $0 James Taylor $0 $56,983 $56,983 $28,491 $28,491 $56,982 Chris Roberts $58,545 $516,107 $574,652 $436,160 $138,491 $574,651 a. The 2025 LTI rights will be granted to James following shareholder approval at the May 2026 AGM. The grant represents a pro-rated allocation reflecting James’ commencement as CEO on 8 December 2025. Annual Report 2025 • oOh!media • 77
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09 Sustainability Report Annual Report 2025 • oOh!media • 79
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82 86 86 87 87 88 89 89 90 91 91 91 92 94 95 95 97 97 97 97 98 98 99 99 99 99 100 Contents Basis of Preparation Governance of Climate-Related Risks and Opportunities Oversight responsibility Climate-related skills and competencies Targets and Executive Incentives Management’s role Strategy for management of Climate-Related Risks and Opportunities Introduction Current and Anticipated effects Other risks assessed Time Horizons Business Model, Value Chain and Resource Climate-related scenario analysis and resilience Key Findings and actions Risk management of Climate-Related Risks and Opportunities Risk Management Processes Climate-Related Metrics Metrics Contractual Instruments and Market-Based Considerations Measurement Approach Reasoning for Measurement Approach Estimates Decarbonisation Pathway Development Amount and Percentage of Assets vulnerable to climate-related risks Carbon Pricing Directors’ Declaration Independent Limited Assurance Report Annual Report 2025 • oOh!media • 81
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Reporting Entity Our 2025 Report (this “Report”) has been prepared for oOh!media Limited and its controlled entities (oOh!) and should be read in conjunction with our consolidated financial statements. Statement of Compliance This Report is in accordance with the Corporations Act 2001 and the Australian Sustainability Reporting Standards AASB S2 Climate-related Disclosures (AASB S2), as set by the Australian Accounting Standards Board (AASB). Connected information This Report contains climate-related financial information, for the financial year ending 31 December 2025, which aligns with the reporting period of oOh!’s consolidated financial statements. The presentation currency in this Report is Australian Dollars, which aligns to the presentation currency used in our consolidated financial statements. Basis of Preparation Transition reliefs In preparing this Report we have applied the following transition reliefs for our first annual reporting period: 1) Not to disclose comparative information (AASB, S2, Appendix C, C3) 2) Not to disclose Scope 3 greenhouse gas emissions (AASB, S2, Appendix C, C4 (b)) 82 • oOh!media • Annual Report 2025
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Judgement and Measurement uncertainties The preparation and presentation of this Report involved applying judgement to determine what information is relevant, reliable and useful to disclose. Additionally, the preparation of this Report required the use of estimates for certain amounts, which could not be measured directly. Measurement uncertainty arises from data gaps, external factors and forward-looking information. The tables below summarise key judgements applied and measurement uncertainty affecting the amounts disclosed: Area of management judgement Judgement made GHG Emissions – Report boundary For certain advertising assets and non-advertising infrastructure that consumes electricity, oOh! has assessed that it does not have operational control. This is because oOh! does not have the authority to directly purchase electricity from an electricity retailer, to power the assets and infrastructure – rather relying entirely on a commercial landlord for the provision of power. Additionally, in certain, and diverse instances, oOh! does not have the ability to control operating hours, have ownership of an asset or infrastructure, or maintain the asset or infrastructure. Accordingly, these assets and infrastructure will be reported under Scope 3 - Upstream Leased Assets, in future reporting periods. Based on the above, our operational reporting boundary is as follows: Scope 1 • Direct emissions from Company owned or leased vehicles; and • Owned plant equipment (e.g. generators, forklifts) (collectively “Operational Assets”). Scope 2 • Indirect emissions from Offices, Warehouses, Printing Facility electricity use, where oOh! directly purchases electricity (collectively “Premises”). • Advertising and non-advertising assets and infrastructure that use electricity, where oOh! has direct authority to implement the electricity supply (collectively “Controlled Assets”). These include Street Furniture and partial^ Road assets. (^‘partial’ as some Road assets are implemented under an oOh!-controlled electricity account, therefore falling into Scope 2, whereas other Road assets are reliant on a commercial landlord for the provision and billing of power, therefore falling into Scope 3). Scope 3 • Other indirect emissions occurring across the value chain, including emissions from the purchase of goods and services, capital goods, business travel, and waste (collectively “Supply Chain”). • Advertising and non-advertising assets and infrastructure that use electricity, where oOh! does not have direct authority to implement the supply, will be included in our Scope 3 Upstream Leased Assets emissions count in future years (collectively “Leased Assets”). These include Fly (Airports), Retail, Rail, City & Youth and partial^ Road assets. Scenario Analysis – Modelling using 2023 data Judgement was used in undertaking scenario analysis modelling in 3Q24, utilising 2023 data (Jan – Dec). This decision was taken, as 2023 data was the most reliable 12-month data set, at the time modelling was carried out, and it was considered appropriate because asset mix and locations do not vary materially, in nature, overtime. oOh!’s business model has remained unchanged since modelling was carried out, and while individual commercial contracts/groups of assets and infrastructure have been removed or added to our portfolio since, the asset and infrastructure mix and location types are all similar in the context of scenario analysis (e.g. assets continue to be either digital or classic, large format or small format, internals or externals, metro or regional etc). Should there be any major changes to our business that could affect our risks and opportunities profile materially, we will conduct a new scenario analysis. Otherwise, we will conduct a new scenario analysis in line with our strategic planning cycle. Annual Report 2025 • oOh!media • 83
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Area of management judgement Judgement made Scenario Analysis – Modelling included an additional scenario We modelled using warming scenarios that reflected temperature outcomes and pathways as set out by legislation. We applied judgement to also model a scenario that aligns with reaching a world under 2°C warming by 2100. This decision was taken given the 1.5°C threshold is already challenged, and we wanted to capture a more realistic picture of our physical risk exposure, which could affect oOh!’s financial position, performance and cash flows, over the short, medium and long term. We also used judgment in selecting Shared Socioeconomic Pathways (SSPs), Australian Energy Market Operator (AEMO) and the Network for Greening the Financial System (NGFS) models in combination, for our scenario analysis. This approach provided oOh! with a diverse and decision-relevant basis for evaluating the resilience of our business, under a range of plausible climate futures. Scenario Analysis – Materiality oOh!’s climate-related risks and opportunities identification process, identified a long list of risk and opportunities for initial consideration. A process was then undertaken to ascertain the most relevant risks and opportunities to be assessed in our scenario analysis work. The refinement process to produce a short list, was supported by stakeholder workshops to, map exposure and potential impacts and to interrogate risks and opportunities specific to our business model and supply chain. As documented in the Strategy section of this Report, following our scenario analysis, we established that exposure to electricity pricing was our only material risk (transition risk). Our exposure to electricity pricing specifically relates to the projected rising price of grid electricity across all scenarios, particularly in the short-term horizon (2030), after which point, prices are expected to stabilise and then decline. Rather than attempting to single out the contribution to price increases, that climate- related transition specifically is estimated to be responsible for, we judged materiality in the context of our entire electricity spend (using a % profit before tax as our materiality threshold). As we grow our business digitally and are exposed to price increases that we cannot control, much of which is linked to government transition policies due to climate change, we determined that the management of electricity pricing holistically is essential to minimise our ongoing cost exposure. General area of measurement uncertainty Description of the measurement uncertainty GHG emissions GHG emissions quantification is unavoidably subject to significant inherent limitations because of incomplete scientific knowledge and limitations of methods used, for determining emission factors and activity data. Management has applied measurement techniques in the absence of actual electricity data – detailed in the following sections in this Report: Estimates in relation to Street Furniture Assets and Estimates in relation to Road Assets. Climate-resilience assessment Forward looking disclosures on our material transition risk, rely on assumptions about future electricity prices (on a 5-yearly basis) which contain a high degree of measurement uncertainty. Our climate-resilience assessment also assumes that our digital screen suppliers, will continue to invest in newer designs that have enhanced resilience to heat, impact, and water ingress, and will continue to innovate to drive energy efficiency in their products, which has a degree of uncertainty. 84 • oOh!media • Annual Report 2025
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Oversight responsibility The diagram below sets out oOh!’s governance structure with relation to climate-related risks and opportunities. oOh!’s Board of Directors is ultimately responsible for governance oversight, as advised by the Audit, Risk & Compliance Committee (ARCC) and the Talent & Culture Committee (TCC), our Board delegated authorities. Climate-Related Risks and Opportunities – Governance Governance of Climate-Related Risks and Opportunities Board of Directors Audit, Risk & Compliance Committee (ARCC) (Delegated Board Authority) Talent & Culture Committee (TCC) (Delegated Board Authority) Senior Leadership Team (SLT) (inc. Heads of ESG and Risk) Management accountability for Sustainability outcomes including climate-related risks and opportunities, processes and controls in day-to-day operations ESG Team Climate-related risks and opportunities identification, mitigation planning, cross-business collaboration and monitoring Risk Team Responsible for climate-related risks and opportunities reporting to ARCC and business-wide risk management support Board oversightManagement responsibilityDelivery accountability Governance oversight, major and strategic ESG-related decisions Climate-related risk and opportunities, regulatory compliance, policy, metrics and verification Climate-related risk and opportunities skills assessment Cross functional teams are stood up across the business as required, for the delivery of specific projects concerning climate-related risks and opportunities (accountable to ESG Team) Network Operations Executive Leadership Team (ELT) Executive sponsor of sustainability-related approach and climate-related risk oversight Departments accountable for climate-related risks and opportunites processes and controls Digital Product Operations WSE Procurement 86 • oOh!media • Annual Report 2025
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ESG related topics are a recurring ARCC agenda point every quarter, presented by the Head of ESG. Climate-related risks and opportunities specifically, now form part of those topics and material risks are reported to the ARCC twice a year by the Head of Risk via the Enterprise Risk Register. Monitoring the identification and management of economic, environmental and social sustainability risks and its disclosure of any material exposures to those risks, is set out in the ARCC Charter, taking into consideration climate-related risks within this group of risks. oOh! has a Risk Management Framework (see Risk management section for further detail) that outlines how the business identifies, assesses, prioritises, and monitors risks within the Group. The effectiveness of this framework is overseen by the ARCC. ESG risk (which includes climate) has been identified as a business risk and is listed on the Enterprise Risk Register. This means that climate risk is closely monitored by both the ARCC and the Executive Leadership team to ensure that appropriate consideration is incorporated within oOh!’s decision-making processes and governance framework. oOh! also has an internal risk appetite statement that governs the trade-offs we will consider for major transactions. Specifically, operational emissions are captured on this statement, with oOh! having a low tolerance level for increasing our carbon footprint on a per asset basis, year on year. Climate-related skills and competencies The Talent & Culture Committee (TCC) has delegated Board authority and is charged with assessing whether appropriate skills and competencies are available or will be developed, to oversee strategies designed to respond to climate-related risks and opportunities. In the reporting year, the Board self-assessed for climate-related skills and competencies as set out below: Area of Skill and Competency tested Self-assessment Result Expert Advanced General Health, safety and sustainability – Sustainability governance, environmental impact and emissions oversight, overseeing strategies designed to respond to both physical and transition climate-related risks and opportunities, human rights and modern slavery oversight, safety culture oversight and root cause analysis. 0 Directors 5 Directors 1 Director The Board self-assessed, determining their level of skill and competency using the following criteria: • Expert – recognised expert with deep practicing experience • Advanced – consistent ability to identify complex oversights • General – broad and general knowledge of subject area The Head of ESG at oOh! organises opportunities to upskill members of the Board and the Group Chief Financial Officer, to support their understanding of climate-related risks and opportunities. For example, in CY25, the ARCC and the Group Chief Financial Officer have been educated on the climate risk modelling work, and assurance and reporting requirements. Targets and Executive Incentives For the CY25 reporting year, no targets were set. All future climate-related risks and opportunities targets will be approved and monitored by the Board. Consideration regarding any additional Long-Term Incentives (LTIs) for executive leaders, to support the delivery of sustainability initiatives including the management of climate-related risks and opportunities, will be given when appropriate and relative to the nature of our company. The TCC has oversight of any future LTIs. Governance of Climate-Related Risks and Opportunities Annual Report 2025 • oOh!media • 87
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Management’s role The Group Chief Financial Officer, who sits on the Executive Leadership Team (ELT) at oOh!, is the executive sponsor of our sustainability-related approach and is responsible for overseeing sustainability-related reporting obligations and climate-related risk. oOh!'s Senior Leadership Team (SLT), which holds ELT -1 positions (one level below the Executive Leadership Team) has management accountability for the delivery of sustainability outcomes throughout the business. This includes accountability for the identification of new and emerging risks and assessing such risks, in their day-to-day areas of operation, with support from the ESG Team and the Risk Team. The Heads of ESG and Risk both sit on the SLT, and both report directly to the Group Chief Financial Officer. The ESG Team at oOh!, under the Head of ESG, has overall responsibility for climate-related risks and opportunities identification, assessing and monitoring in collaboration with the relevant departmental SLT member. In addition, they are responsible for the development of oOh!’s climate risks mitigation plans (still in development) and cross-business collaboration. The Head of ESG provides the SLT with updates on sustainability related activity, including updates on climate-related risks and opportunities, every quarter. The ESG Team at oOh! has an annual process in place to review the preceding year's data (e.g. asset numbers and locations, electricity consumption, electricity pricing, maintenance logs, insurance premiums), to reassess the identification and materiality of climate-related risks and opportunities across the business. This process enables the ESG team at oOh! to identify emerging material and climate related risks and opportunities and inform the Executive and the Audit, Risk & Compliance Committee. The Head of Risk is responsible for reporting climate-related risks and opportunities to the ARCC via the Enterprise Risk Register. Departments including Wellbeing, Safety and Environment (WSE), Network Operations, Procurement and Digital Product Operations support our climate resilience, by building controls in their respective business areas in alignment with our Wellbeing, Safety and Environment Policy, Sustainability Policy and procurement framework. 88 • oOh!media • Annual Report 2025
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Introduction oOh!’s climate-related risks and opportunities assessment considered physical and transition risks and opportunities, over a short-, medium- and long- term time horizon, and across very low, low and high warming scenarios. Following quantification of the outputs, we judged that exposure to electricity pricing was our only material risk (transition risk). No physical risks or opportunities were identified as being material. Our exposure to electricity pricing specifically relates to the projected rising price of grid electricity across all scenarios, particularly in the short-term horizon (2030), after which point, prices are expected to stabilise and then decline. oOh!’s annual spend on electricity in 2025 was $6.6m (for Group), with the Australian operations accounting for approximately 88% of this spend. This spend will grow naturally in line with our business strategy to expand our digital network - digital screens use a lot more electricity than static panels – but more significantly this spend will increase due to the rising price of electricity, which is driven by inflation, demand and the cost of transition to renewables, the estimates of which are significantly increasing (in the Draft 2025 Electricity Network Options Report, the AEMO reported a 25% - 55% increase in real costs for overhead transmission line projects compared to those prepared for 2024). For oOh!, our digitisation strategy is focused on billboards, retail and street furniture, therefore these assets are predicted to be the most exposed to electricity price increases. Rather than attempting to single out the contribution to price increases, that climate-related transition costs specifically are estimated to be responsible for, we judged materiality in the context of our entire electricity spend (using a % profit before tax as our materiality threshold). As we grow our business digitally and are exposed to price increases that we cannot control, much of which is linked to government transition policies in response to climate change, we determined that the management of electricity pricing holistically is essential to minimise our ongoing cost exposure. While oOh!’s mitigation plan to manage this material transition risk, is yet to be finalised, some mitigation projects did occur in the reporting period to help address our more immediate exposure to electricity price increases - such as an audit of unmetered assets to confirm consumption levels, a review of our renewable energy agreements and the introduction of energy efficiency thresholds when procuring digital screens. See our risks table in the climate- related scenario analysis and resilience section, for further examples of mitigation projects carried out in this reporting year. Efforts to reduce the electricity we consume, as part of our final mitigation plan, will additionally support oOh!’s ambition to reduce emissions, as electricity accounts for the majority of our carbon footprint. In summary, as set out in further detail in this section, the results of our climate-related risk and opportunities assessment and scenario analysis indicated that oOh!’s material risk is limited to one transition risk, and with appropriate mitigation projects in place, our current business strategy to expand our digital footprint remains viable, under the scenarios that we tested, across all time horizons. Strategy for Management of Climate-Related Risks and Opportunities Annual Report 2025 • oOh!media • 89
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The electricity cost for this reporting year, sits within the following cost lines on page 65 of oOh!’s consolidated financial statements: • Cost of media sites and production (relates to electricity paid directly to electricity retailers, for “Controlled Assets” plus electricity paid to commercial landlords for “Leased Assets”) and • Other expenses (relates to electricity paid for “Premises”) Current and Anticipated effects Current Effect • In this reporting year we spent $6.6m on electricity. This compared to our previous reporting year of $7.6m for the group (13% decrease YOY) due in part to the mitigation projects we put in place to address our immediate exposure, as well as some asset changes across the business. • There has been no material effect on our financial position, financial performance or cash flow in this reporting period and we do not anticipate any material adjustment within the next annual reporting period. • Capital - oOh! has been investing capital in more energy efficient technology for a number of years, particularly in the upgrade of small format panels from LCD to LED, which has become a BAU approach for our Street Furniture inventory. This investment is expected to continue and expand into digital large format as we introduce energy efficiency thresholds when procuring digital screens. This approach can lead to a trade- off due to a more expensive upfront cost, while delivering electricity cost savings over the screen’s lifetime. The addition of energy efficiency thresholds in our digital procurement strategy was introduced in Q3 of the reporting year – it’s impact will be tracked on a case-by-case basis in terms of any additional effect to committed capital, over and above our BAU approach. Anticipated Effects (without mitigation) The numbers below reflect anticipated electricity cost over the short-, medium- and long-term, using a baseline spend for modelling purposes of $7m, and based on our scenario analysis using two futures where transition risk dominate. oOh! will finalise our mitigation plan to reduce the risk of these anticipated effects in future years. The numbers below assume a net gain of additional digital assets by 2030, which would contribute approximately 5% oOh!’s electricity bill all else being equal – with the remaining increase being associated to increases due to inflation, demand and transition costs. Scenario Time Horizon Very Low Emissions/ NGFS Net Zero 2050 Very Low Emissions/ NGFS Delayed Transition Short 12.80 11.95 Medium 12.44 12.87 Long 11.24 12.05 AUD (m) p.a. 90 • oOh!media • Annual Report 2025
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Other risks assessed Transition Risk – oOh! considered changing advertising sector activity (e.g. a legislated fossil fuel advertising ban) as a possible transition risk, impacting oOh!’s revenue streams, however this risk was determined to be immaterial, as alternate advertising categories would naturally emerge to replace any lost advertising categories (e.g. in the instance of a fossil fuel ban, the renewables energy sector would advertise in place of fossil fuel advertisers). Physical Risk – Risks were identified arising from specific climate hazards, being extreme heat, extreme rain, and storm surge. These risks included increasing repairs and replacement costs for our assets due to damage caused by acute climatic events, and rising insurance premiums against revenue loss and asset damage. Regions identified to have the largest future changes in climate were predominantly non-metro regions, where oOh! has a limited number of assets, except for; extreme heat, which had a large future change in Perth, Adelaide and Brisbane metros from 2040 (all scenarios), and storm surge, which had a large future change in Wellington, Perth and Sydney from 2040 (all scenarios). All risks identified were determined to be immaterial across all scenarios and time horizons. • Repairs and replacement costs - when modelled out, future cost exposure remained immaterial, with our businesses strategy to expand our digital media footprint, actually supporting the sustainable resilience of our network, as newer designs have enhanced resilience to heat, impact, and water ingress. Even in the higher warming scenarios with additional hot and wet days, the cost impact was immaterial. • Insurance premiums - we also considered insurance premiums associated with asset damage or revenue loss, to understand if our exposure to these rising costs becomes material over time, however these costs too were determined to be immaterial across all scenarios and time horizons. With regards to insurance against revenue loss, immateriality is primarily due to the geographic spread of oOh!’s network of assets, which inherently provides a hedge against loss. Our diversified asset network means that even if multiple sites are impacted by extreme weather events, advertising campaigns can be quickly relocated or brought back online relatively soon to minimise revenue risk. And with regards to insurance against asset damage, as noted above, our network is becoming more resilient, not less, over time. Time Horizons oOh!’s network profile is governed by which commercial contracts the business secures, with such contractual arrangements ranging from 5-10 years. The time horizons used for climate-related scenario analysis, took a rolling lifecycle view of commercial contracts to determine short- (2030), medium- (2040) and long-term (2050) horizons. Using this commercial view, enables the business to assess physical and transition climate-related risks and opportunities as part of our strategic decision making around short-, medium- and long-term network shape and our commercial bidding strategy. Business Model, Value Chain and Resource Business model - oOh!’s business model focuses on digital and traditional (static) out-of-home advertising, offering a wide range of media options to advertisers including billboards, street furniture, office tower, rail, university, retail and airport advertising. As the largest out-of-home operator in Australia (revenue and asset numbers), we have a strong presence in both metro and regional markets in Australia as well as metro markets in New Zealand, providing targeted and impactful advertising campaigns. There are no current effects or anticipated impacts of our material risk on our existing business model. Value chain - oOh!’s value chain includes advertisers, media agencies, creative agencies, commercial landlords, technology providers, infrastructure manufacturers, service providers and the public. We anticipate more extensive engagement with our providers of digital screens, as we introduce energy efficiency thresholds into our procurement strategy and seek out energy efficient product offerings. We also anticipate more extensive engagement with electricity retailers, distributors and providers of renewable energy certificates as we finalise and execute our mitigation plan. Resource - As noted in the risk table in the Climate- related scenario analysis and resilience section, in the reporting year we onboarded a dedicated electricity management resource to our Network Operations team. Other than this role, there is adequacy of resource within existing areas of the business e.g. the ESG Team, Network Operations, Wellbeing, Safety and Environment (WSE), Digital Production Operations, Risk and Procurement to address our material risk. Annual Report 2025 • oOh!media • 91
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Climate-related scenario analysis and resilience oOh! assessed our climate resilience using scenario analysis in 3Q24, and aligned to our strategic planning cycle, covering all Australian and New Zealand operations and assets, over the short- (2030), medium- (2040) and long-term, (2050) time horizons. We carried out our assessment with the assistance of an external consultant, who has expertise in climate-related scenario analysis and experience relevant to the environments in which we operate. All “Controlled Assets” and “Leased Assets” (see Basis of Preparation for definitions) were included in the scenario work. Due to the vast asset portfolio across Australia and New Zealand, we estimated the future climate for 324 Local Government Areas (LGAs) in Australia, and 19 Territorial Authorities in New Zealand regions. This provided oOh! with a comprehensive view of climate across the whole portfolio, and hotspot regions. Climate-related scenarios Reference 1. NGFS Net Zero 2050, 1.5°C, transition risks and opportunities dominate Very low emissions scenario 2. NGFS Delayed Transition, SSP1-2.6/RCP2.6, Below 2°C, transition risk and opportunities dominate, but physical risks also increase Low emissions scenario 3. NGFS Current Policies, SSP5-8.5/RCP8.5, 3.3°C to 5.7°C, physical risks dominate High emissions scenario As noted in our Basis of Preparation, oOh! modelled using warming scenarios that reflected temperature outcomes and pathways as set out by legislation. In addition, we applied judgement to model an additional scenario that aligns with reaching a world under 2°C warming by 2100, to assess our physical risks. We used IPCC as base models, overlaid with additional models from NGFS (Network for Greening of Financial System) and AEMO (Australian Energy Market Operator) - AEMO Green Energy Exports and AEMO Step Change. These models enabled us to assess impacts on electricity prices, solar capital costs, energy efficiency improvements for Australia and energy mix during transition to a low carbon economy. Together, these scenarios and models provided oOh! with a diverse and decision-relevant basis for evaluating the resilience of our strategy, under a range of plausible climate futures. 92 • oOh!media • Annual Report 2025
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Scenario analysis assumptions Very low emissions scenario Aggressive emission reduction scenario to meet the Paris Agreement, marked by global collaboration by governments, society and industry to lead steep decarbonisation. • Socio-economic narrative: assumes low population growth with medium migration, reduced inequality with high GDP growth per capita and low material consumption. • Globally coordinated effort to reduce emissions to net zero and avert the worst effects of climate change in line with the Paris Agreement. • Accelerated transition to renewables and electrification, and aggressive regulations limiting the extraction and use of fossil fuels in all major economies. Low emissions scenario Climate policies become gradually more stringent over time, reaching net zero emissions after 2070. • Socio-economic narrative: assumes low population growth with medium migration, reduced inequality with high GDP growth per capita and low material consumption. • Global carbon emissions are cut severely, but not as fast. Temperature stabilises around 1.8C higher by the end of the century. • Moderate technology change, gradual transition to renewables and electrification, and increasing regulations limiting the extraction and use of fossil fuels in all major economies’ technology change. High emissions scenario Baseline of how global emissions would evolve if governments and markets make no changes to their existing policies and investments in low carbon. • Socio-economic narrative: assumes low population growth but with high migration, strongly reduced inequality with high GDP growth per capita and high material consumption. • Emission reduction policies are limited to the current policies, and global coordination on tackling climate change is lacking. • Continued use of fossil fuels, and energy intensive activities and lifestyles. • Momentum in clean energy is insufficient to offset the effects of an expanding global economy and growing population. • Effects of climate change require significant investments in adaptation measures to protect assets, infrastructure and communities. Annual Report 2025 • oOh!media • 93
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The table below sets out our material climate-related risk (transition risk) identified through our climate-related scenario analysis, across the short, medium and long term. Risk Potential Impacts/ Outcomes TIme Mitigation Short Medium Long Transition risks (Very Low and Low emissions scenarios) and AEMO Green Energy Exports and AEMO Step Change models Rising price of electricity Rising price of grid electricity may increase our operational costs across both transition risk-dominated scenarios, and all time- horizons, particularly in the short term X X X Mitigation plan yet to be finalised, however the following projects occurred in the reporting period to help address our more immediate exposure to electricity price increases: • audit of unmetered assets to confirm consumption levels • dedicated electricity management resource added to our network operations team, with a focus on data management and billing accuracy • appointment of new electricity broker, with more relevant capability to support unmetered assets and renewable certificate purchases • state by state tariff review • introduction of energy efficiency thresholds when procuring digital screens Key Findings and actions The results of the scenario analysis indicated that oOh!’s climate-related risks are limited to one material risk, and that the current business strategy to expand our digital footprint remains viable, under both transition- focused scenarios that we tested and across all time horizons. Understanding these key findings, meant we were able to undertake some projects during the reporting year to manage our more immediate exposure to price increases, while we finalise our mitigation plan. The final plan will likely include more longer-term options to build resilience to this risk, such as the role larger scale solar may play across our assets (NB we currently use solar across 4,000 bus shelters that consume low levels of power), noting our analysis revealed that solar technology pricing is expected to decline post 2030. As a listed entity, oOh! has access to the equity capital market and it has a syndicated debt facility. These resources are more than adequate to fund both oOh!'s existing operations and any potential, future investments in climate-related resilience. 94 • oOh!media • Annual Report 2025
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Risk Management Processes oOh! has an enterprise Risk Management Framework that outlines how the business identifies, assesses, responds to, and monitors risks within the Group. The principles set out in ISO 31000 have guided the creation and continuous improvement of oOh!’s framework. In the reporting year, oOh! embedded ESG-related risks into the framework to align management of climate- related risks (which form part of ESG-related risks) with the rest of the business. oOh!’s Wellbeing, Safety and Environment Policy, Sustainability Policy and procurement framework set out how sustainability and climate should be considered throughout the business. oOh! also updated the Enterprise Risk Register to incorporate ESG-related risks, and these risks are now assessed using the same assessment criteria and thresholds that are applied across the broader framework. oOh! assesses all risks, whether climate-related or non-climate related, relative to each other based on probability and impact. Impact tends to be measured in financial terms but can also include qualitative measures such as strategic importance to the business (see table below). The business tends to prioritise resources and management focus, in line with a higher or critical risk assessment or financial materiality. oOh!’s risk management process is based on the following key steps: Risk identification Risk assessment Risk response Risk monitoring Risk reporting Communication and consultation Monitor and review Risk Management of Climate-Related Risks and Opportunities Annual Report 2025 • oOh!media • 95
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Identifying Assessing oOh!'s Executive Leadership Team (ELT) has accountability for the identification of new and emerging risks across the business. oOh!’s Senior Leadership Team (SLT) - one level below the ELT – has accountability for the identification of new and emerging risks in their day-to-day areas of operation. The ESG Team at oOh! (with representation on the SLT and reporting into the Chief Financial Officer) has accountability for collaboration across the business to support the identification of ESG-related risk including climate-related risk. Specifically, the ESG Team: • engages with internal and external stakeholders about climate-risk • oversees business-wide scenario analysis to identify climate- related risks (and opportunities) • collaborates with our operational teams to build resilience and develop mitigation plans • scans the regulatory horizon to understand changes in relevant legislations and standards • oversees workshops bringing together internal stakeholders to understand climate-related strategic priorities oOh!’s SLT has accountability for assessing risk in their area of operation with support from the ESG Team and the Risk Team. High or critical risk is escalated to the ELT for assessment. oOh! assesses risks using the following considerations: • Probability of risk occurring • Severity of impact or consequence (severe to negligible) against Financial Performance, Safety, Reputational and Operations • Quantitative impact based on our financial materiality threshold (using a % profit before tax as our materiality threshold) The approach to identifying, assessing, prioritising and monitoring climate-related risks is consistent with the enterprise Risk Management Framework as follows: Prioritising Monitoring oOh!'s SLT has accountability for managing risk in their area of operation, which includes prioritising resources in responding to the most critical risks, with support from the Risk Team. The ELT is responsible for prioritising risk recorded in the Enterprise Risk Register, prior to it being reported to the ARCC. oOh!’s ELT has accountability for monitoring high or critical risks. The ESG Team monitors the effectiveness of climate-related risk management controls through stakeholder engagement and annual updates of underlying data, such as electricity prices and asset mix, to assess if there are any changes in our previously identified material, transition risk. During oOh!’s climate-related risk identification work in 2024, in preparation for scenario analysis, the following data sources were used when assessing and prioritising risks: • Current and projected revenue • Current and projected network shape (asset type mix) by 2030 • Current energy and fuel use • Staff incidents reported due to climatic events • Worker health and safety policies • Historical repair and replacement costs • Historical insurance premiums versus claims • Anticipated technological advancements from known partners/suppliers 96 • oOh!media • Annual Report 2025
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Metrics We measured our emissions in accordance with The Greenhouse Gas Protocol – A Corporate Accounting and Reporting Standard, as required under AASB, paragraph 29(a)(ii). In applying the Greenhouse Gas Protocol, we have elected to use the operational control approach as our boundary for reporting. During the reporting period, oOh! generated absolute gross greenhouse gas emissions measured in metric tonnes of CO2 equivalent (tCO2e) as set out in the table below: Scope Scope 1 Emissions Scope 2 Emissions Scope 3 Emissions Reporting Year quantity (tCO2e) 1,373 tCO2e Location Based: 7,593 tCO2e Market Based: 0 tCO2e Processes in place to measure and report from CY26. oOh! applies location-based and market-based emissions factors sourced from Australia’s National Greenhouse Accounts (NGA) Factors and from the Ministry for the Environment in New Zealand (MFE). Contractual Instruments and Market-Based Considerations In December 2025, oOh! entered into a contract directly with Snowy Hydro for the procurement of I-RECs generated from renewable electricity for oOh!'s own use. The contract impacts our market-based Scope 2 reporting by offsetting the associated Scope 2 emissions on the related electricity accounts. In the reporting year and through to the date of this report, we covered 5,095,000 kWh (approximately one third) of electricity usage with retired I-RECs, with the remainder covered by bundled GreenPower (or equivalent) arrangements, now expired (except for in New Zealand). Measurement Approach oOh! collects primary data on fuel use, electricity consumption, and supplier activity where available. Where primary data is not accessible, estimates are used. Climate-Related Metrics Annual Report 2025 • oOh!media • 97
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Estimates Estimates in relation to Street Furniture Assets - When actual consumption data for Street Furniture assets is unavailable, consumption data is estimated using actual consumption for assets with like characteristics and tested wattages. In the reporting year, oOh! carried out an on-site audit of our unmetered Street Furniture portfolio across Australia to improve this data set. All varying bus shelter designs (with differing profiles of electricity consumption depending on the number of ad panels, type and age of advertising technology used, and style of safety lighting), were measured for consumption levels and applied across the portfolio, to get a more accurate calculation for our Scope 2 unmetered, electricity-related emissions. oOh! sourced actual data for 82% of our Street Furniture Assets in the reporting year. Estimates in relation to Road Assets - When actual consumption data for road assets is unavailable, consumption is estimated using data pertaining to the characteristics of assets for which actual consumption data are available. To estimate consumption, road assets are disaggregated into ‘asset buckets’; Classic – Halogen, LED or Fluro and Digital – 24 hr operating or less than 24 hr operating. To estimate daily consumption (kWh), the following calculations have then been used: Asset bucket Formula Classic - Halogen and LEDs Average emissions intensity, where emissions intensity has been calculated as daily actual consumption per sqm per asset at National Metering Identifier (NMI) per light globe Classic - Fluoro Average emissions intensity, where emissions intensity has been calculated as daily actual consumption per sqm per asset at NMI per light globe Digital – 24 hr operating Average emissions intensity, where emissions intensity has been calculated as daily actual consumption per sqm per asset at NMI Digital – less than 24 hr operating Average emissions intensity, where emissions intensity has been calculated as daily actual consumption per sqm per asset at NMI oOh! sourced actual data for 78% of our Road Assets in the reporting year. Scope 1 - Greenhouse Gas Emissions (Direct Emissions associated with “Operational Assets”) • Direct emissions from Company owned or leased vehicles • Owned plant equipment (e.g. generators, forklifts) Fuel usage is measured using fuel card transaction data, internal fleet records, and supplier invoices wherever available. Where direct measurement is not feasible, estimates are based on known activity levels and standard fuel consumption rates. Emissions factors are applied based on the NGA and MFE factors consistent with Greenhouse Gas Protocol Scope 1 reporting standards. Reasoning for Measurement Approach Scope 2 - Greenhouse Gas Emissions (Location-Based Emissions associated with “Premises” and “Controlled Assets”) • Indirect emissions from Offices, Warehouses, Printing Facility electricity use, where oOh! directly purchases electricity • Advertising and non-advertising infrastructure (e.g. bus shelters), that use electricity, where oOh! directly purchases electricity. (This includes Street Furniture and partial Road products) Scope 2 emissions are calculated using both Market-based and the Location-based methods, which reflects the average emissions intensity of the electricity grid in the regions where oOh! operates. Electricity consumption is measured using metered data and utility invoices wherever possible. Where metered consumption data is not available estimates based on asset power consumption profiles are applied with emissions factors sourced from the NGA and MFE. 98 • oOh!media • Annual Report 2025
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Decarbonisation Pathway Development oOh! is yet to set any climate-related targets. We are currently developing oOh!’s Decarbonisation Pathway, which we anticipate will include targets. Amount and Percentage of Assets vulnerable to climate-related risks Risk Type Amount of Vulnerable Assets (%) Transition Risks (Electricity Pricing) 73% (~37,000) of “Controlled Assets” & “Leased Assets” use electricity, therefore, are considered vulnerable to electricity price increase. Carbon Pricing Currently oOh! does not apply an internal carbon price. Directors’ Declaration In the opinion of the Directors of oOh!media Limited (Company): a. the climate statements and notes that are set out on pages 4 to 21 of this report, for the year ended 31 December 2025, are in accordance with the Corporations Act 2001 (Cth), including section 296C and section 296D, and are in compliance with the Australian Reporting Standards (being AASB S2 Climate-related Disclosures). Signed in accordance with a resolution of the Directors. On behalf of the Board Tony Faure Chair 16 February 2026 Sydney Annual Report 2025 • oOh!media • 99
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23 KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. Independent Auditor’s Review Report To the Shareholders of oOh!media Limited Report on Specified Sustainability Disclosures of oOh!media Limited presented in the Sustainability Report titled “CY25 Sustainability Report” prepared in accordance with the Corporations Act 2001 Review Conclusion on Specified Sustainability Disclosures as required under the Corporations Act 2001 We have conducted a review of the following Specified Sustainability Disclosures presented in the Sustainability Report of oOh!media Limited titled “CY25 Sustainability Report” for the year ended 31 December 2025 in accordance with Australian Standards 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). Specified Sustainability Disclosures Reporting requirement of Australian Sustainability Reporting Standard AASB S2 Climate-related Disclosures (AASB S2) (including related general disclosures required by Appendix D) (the Criteria) Locations in Sustainability Report Governance disclosures Paragraph 6 Governance of Climate-Related Risks and Opportunities on pages 8 to 10 Strategy (risk and opportunities) disclosures Subparagraphs 9(a), 10(a) and 10(b) Strategy for Management of Climate- Related Risks and Opportunities Sub-section Introduction, paragraphs 1 to 4 on page 11 Scope 1 greenhouse gas emissions Subparagraphs 29(a)(i)(1) to (2) and 29 (a)(ii) to (v) Climate-Related Metrics Sub-section Metrics, Contractual Instruments and Market-Based Considerations, Measurement Approach, Reasoning for Measurement Approach, Estimates on pages 19 and 20 Scope 2 greenhouse gas emissions The requirements of AASB S2 identified in the table above form the Criteria relevant to the Specified Sustainability Disclosures and apply under Division 1 of Part 2M.3 of the Corporations Act 2001 (the Act). 23 KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. Independent Auditor’s Review Report To the Shareholders of oOh!media Limited Report on Specified Sustainability Disclosures of oOh!media Limited presented in the Sustainability Report titled “CY25 Sustainability Report” prepared in accordance with the Corporations Act 2001 Review Conclusion on Specified Sustainability Disclosures as required under the Corporations Act 2001 We have conducted a review of the following Specified Sustainability Disclosures presented in the Sustainability Report of oOh!media Limited titled “CY25 Sustainability Report” for the year ended 31 December 2025 in accordance with Australian Standards 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). Specified Sustainability Disclosures Reporting requirement of Australian Sustainability Reporting Standard AASB S2 Climate-related Disclosures (AASB S2) (including related general disclosures required by Appendix D) (the Criteria) Locations in Sustainability Report Governance disclosures Paragraph 6 Governance of Climate-Related Risks and Opportunities on pages 8 to 10 Strategy (risk and opportunities) disclosures Subparagraphs 9(a), 10(a) and 10(b) Strategy for Management of Climate- Related Risks and Opportunities Sub-section Introduction, paragraphs 1 to 4 on page 11 Scope 1 greenhouse gas emissions Subparagraphs 29(a)(i)(1) to (2) and 29 (a)(ii) to (v) Climate-Related Metrics Sub-section Metrics, Contractual Instruments and Market-Based Considerations, Measurement Approach, Reasoning for Measurement Approach, Estimates on pages 19 and 20 Scope 2 greenhouse gas emissions The requirements of AASB S2 identified in the table above form the Criteria relevant to the Specified Sustainability Disclosures and apply under Division 1 of Part 2M.3 of the Corporations Act 2001 (the Act). This is the original version of the Independent Auditor's Review Report on Specified Sustainability Disclosures of oOh!media Limited presented in the CY25 Sustainability Report signed by the Directors on 16 February 2026. Page references with respect to the audit of the CY25 Sustainability Report refer to the original page numbers of the CY25 Sustainability Report lodged with ASX on 16 February 2026. 100 • oOh!media • Annual Report 2025
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Our approach to sustainability oOh!’s approach to sustainability is to deliver on our purpose — to make public spaces better and brands unmissable — today, without compromising the needs of future generations. In 2025, we have continued our disciplined, action-oriented approach to sustainability, focusing on practical initiatives that support long-term growth, sustainable investment in public spaces and communities, and better outcomes for our customers, people and stakeholders. We align stakeholder priorities with value creating opportunities, guided by a clear philosophy: action over words, empowering every employee. Additional Sustainability-related Information Vision: Impact where it matters Philosophy: Action over words, empowering every employee Impact where it matters for our planet We are committed to reducing our operational impact on the planet, and being a sustainable business for our customers and the communities in which we operate. We are committed to providing a safe, supportive and inclusive environment for our people and our communities and using our media platforms for good. Impact where it matters for better business We are committed to being a transparent and accountable business and leading the advertising industry to a more sustainable future. Impact where it matters for people (outside requirement of AASB S2) 106 • oOh!media • Annual Report 2025
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2025 at a glance Better Business Continued support of our industries’ decarbonisation efforts through Ad Net Zero^ 2nd year of Indigenous Business Grant in Australia, while also launching Te Whakatairanga Grant in New Zealand First ever mandatory climate report in accordance with the Australian Sustainability Reporting Standards AASB S2 Climate-related Disclosures New procurement framework with a focus on risks and opportunities, innovation and sustainable relationships ^Ad Net Zero is a global marketing, media and advertising industry’s response to reducing advertising emissions. 108 • oOh!media • Annual Report 2025
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Our Planet Completed an Australia-wide audit of thousands of unmetered assets, improving the accuracy of energy and emissions tracking * In December 2025, oOh! entered into a contract directly with Snowy Hydro for the procurement of I-RECs generated from renewable electricity for oOh!'s own use. Achieved a 32% reduction in Scope 1 and 2 emissions versus the prior year (based on CY24 estimates) Added four electric vehicles to our operational fleet as part of Scope 1 decarbonisation. 15,250 advertising panels sourcing renewable power (direct solar, partner-supplied renewable electricity, or covered via renewable energy certificates)*, which represented 40% of total advertising panels. Annual Report 2025 • oOh!media • 109
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People and Community +6% increase in women in key leadership roles year-on-year (58% of leaders now female).Continued visible support for LGBTQI+ inclusion and culturally diverse communities. Contributed $19 million in media support to charities in 2025 (total $173.9 million since 2016). Refreshed the Wellbeing, Safety & Environment (WSE) strategy to strengthen integration, standards, psychosocial safety, inclusivity and governance. 110 • oOh!media • Annual Report 2025
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What matters most to our stakeholders oOh! engages key stakeholders to ensure priorities remain aligned with what matters most. Our stakeholder groups include: Investors Advertisers Commercial Partners Communities Media Agencies Government and Councils Employees And we continue to identify oOh!’s material topics to be: 01. Energy and emissions reduction 04. Diversity, Equity, and Inclusion 02. Transparency and accountability 05. Data privacy and cyber security 03. Employee health, safety, and wellbeing 06. Community engagement Annual Report 2025 • oOh!media • 111
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1. Energy and emissions reduction oOh! is committed to reducing operational impacts and progressing decarbonisation through energy reduction and more considered procurement. See page 97 for further detail on our emissions footprint. Scope 1, Scope 2 and Scope 3 are categories used under the Greenhouse Gas (GHG) Protocol to classify where an organisation’s energy use and emissions come from. They help companies measure, manage and reduce emissions across their value chain. oOh!’s emissions reporting boundary is detailed further under Judgements and Measurement Uncertainties on page 83. In 2025 oOh! reduced our Scope 1 and Scope 2 emissions by 32% versus prior year (based on CY24 estimates). Direct emissions • Introduction of four electric vehicles into oOh!'s operational fleet representing 2% of oOh!’s entire fleet Value chain emissions • Introduction of energy efficiency thresholds when procuring digital screens • Developed a Life Cycle Assessment (LCA) directory to support emissions management and future Scope 3 reporting • Continued emphasis on reductions over offsetting^ Indirect emissions • Australia-wide audit of thousands of unmetered assets to confirm consumption levels, enabling better tracking of our impact • Entered an I-RECs (International Renewable Energy Certificates) procurement contract with Snowy Hydro for the purchase of certificates generated from renewable electricity - 15,250 oOh! advertising panels source renewable power either directly via solar, through the embedded networks of our commercial partners or via oOh! purchased certificates Decarbonisation Initiatives in 2025 included: Scope 1 ^ oOh! uses carbon offsets to cover carbon emissions associated with business travel, accommodation, and car hire. In all other areas of our operations, we focus on reduction rather than purchasing carbon offsets. Scope 2 Scope 3 112 • oOh!media • Annual Report 2025
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2. Transparency & Accountability oOh! aims to lead responsibly — in our operations, on our platform and across the industry – through ethical practices, robust governance, and clear safeguards. 1. Climate reporting 2. Sustainability Policy 3. Procurement framework 4. Modern Slavery 5. AI uses and responsible governance 1. Advertising Content Policy 2. Public complaints 3. Anti-greenwashing guidelines 1. Ad Net Zero 2. OMA ESG Committee On our advertising platformIn our operations In our industry Annual Report 2025 • oOh!media • 113
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In our operations Climate reporting Aligning with mandatory climate reporting in accordance with the Australian Sustainability Reporting Standards AASB S2 Climate-related Disclosures (AASB S2) – the first out of home media company in Australia to do so. Sustainability Policy and Procurement To embed sustainable practices and manage supplier risk: • Proactive identification of risks • Fostering innovation • Promoting sustainable relationships with our suppliers • Expanding new and ongoing relationships with sustainable businesses including Indigenous Energy Procurement, Kinaway, Supply Nation and Social Traders Modern Slavery Strengthening our approach in 2025, to combat slavery as set out in our Modern Slavery Statement1: • Awareness training embedded into onboarding • Industry knowledge sharing through OMA (Outdoor Media Association) • Reviewed and updated our Modern Slavery Policy • Continued use of Fair Supply AMS tools to conduct supplier due diligence 1. https://modernslaveryregister.gov.au/statements/23405/ 2. https://oohmedia.com.au/advertising-policy/ 3. https://oohmedia.com.au/specifications/avoiding-greenwashing-in-advertising-guidelines/ AI uses and responsible governance In 2025, oOh!’s AI Initiative governance and execution oversight moved to our Operations Control Group (OCG). aligned with the AI Steering Committee. Key initiatives delivered included: • Microsoft 365 Copilot adoption and enablement • ChatGPT Business adoption and rollout to SLT and specialised roles • AutogenAI rollout (research and content generation for bids) • Agentic AI / AWS Bedrock exploration, including AI accelerated software delivery. • Agentic AI prototyping and hypothesis testing in Tech Product Discovery On our advertising platform • Compliance with Advertising Content Policy2 and relevant regulators and industry frameworks (AANA, ASA NZ, OMA). • Public complaints: 16 complaints in 2025 (up 9 vs 2024), largely related to screen brightness; all screens were operating within authorised limits and all complaints were resolved to the satisfaction of the reporting party. • Anti-greenwashing guidelines3 included with material specs to support advertiser education and content review. In our industry OMA ESG Committee: founding member; supports sector-wide ESG coordination, emerging regulation response, community sentiment and stakeholder engagement. Ad Net Zero: founding member in advertising and media industry’s collective commitment to net zero carbon emissions from the development, production and media placement of advertising by 2050. 114 • oOh!media • Annual Report 2025
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3. Employee health, safety, and wellbeing In 2025, we refreshed our WSE (Wellbeing, Safety & Environment) Strategy under four pillars: 2025 initiatives and highlights • Targeted leadership and operational capability programs delivered across the year. • Strengthened higher-risk activity controls. • Formalised a Psychosocial Risk & Wellbeing Committee. • Launched “Healthy Minds, Safe Spaces” as a company-wide theme and introduced DOT to bring safety and wellbeing messages to life. • National rollout of Defensive Driver Training, fitness-for-work training, and committee-led initiatives during October Safety Month. • Progressed simplification of the Wellbeing & Safety Management System; foundational planning completed and system development underway to support 2026 uplift. • Progress toward launch of a simplified documented safety management system and support tools. oOh! Wellbeing, Safety & Environment Strategy 2025-2027 WSE purpose: Supporting our people to thrive at work and beyond Unified Standards Safety & wellbeing leadership Engage & consult Risk Management Integrated psychosocial and physical risk standards Establish & implement enterprise-wide standards and consistent practices across all oOh! sites (Australia & New Zealand) Empowered safety & wellbeing leadership Our people have the tools and confidence to identify hazards, challenge unsafe practices, speak up and engage in continuous improvement Open consultation for the best outcome We collaborate and communicate openly to design WHS solutions that are inclusive, practical, and easy to understand and apply Proactive & tech-enabled risk mitigation Enhancing reporting capabilities and ability to identify and act upon hazards through Al and tech Annual Report 2025 • oOh!media • 115
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4. Diversity, equity & inclusion Having launched our multi-year Diversity, Equity and Inclusion (DEI) Strategy in 2023, oOh! made further progress in 2025, including: • Increased gender equity in key leadership roles, with 58% of senior leaders now female. • Strengthened female representation in succession planning with >50% of Executive roles identifying a female successor. • The average total remuneration gender pay gap trended in the right direction, showing year on year improvement, decreasing from 17.7% in 2023-24 to 17.5% in 2024-25. • Consistent, high quality and impactful awareness programs throughout 2025 showing support for the LGBTQI+ and diverse cultural background communities. The 2025 DEI Measurable Objectives form part of the DEI Strategy 2023-2025. An overview of progress against key objectives is set out below. The DEI strategy will be refreshed for the period 2026-2028. Strategic DEI focus 1: Gender equity Target Outcome Key leadership gender equity – 50/50 for Senior Leadership roles Achieved: increased percentage of female leaders in key leadership roles from 52% to 58% People leader gender equity – 50/50 for all people leaders Progress towards: percentage of female leaders remained static at 44% from prior year. Continued focus on providing development and stretch opportunities, of promotion processes and talent acquisition strategies Succession Planning gender equity 50/50 for all Executive Leadership Roles Achieved: >50% of Executive roles have a female candidate identified as successor Year on Year gender pay gap reduction (New WGEA GEI-3*) Key metric: average total remuneration for oOh!media Operations Pty Ltd (OMOP)4 Achieved: the average total remuneration gender pay gap is 1% in favour of women at the Corporate level (oOh!media Operations Pty Limited and oOh!media Street Furniture Pty Limited as a combined total) Specifically at the OMOP level, the average total remuneration pay gap reduced slightly from 17.7% in 2023-24 to 17.5% in 2024-25. Equal remuneration and gender pay equity policies (New WGEA GEI-3*) a) remuneration review process without gender biases b) Managers being held accountable for gender pay equity outcomes. Progress towards: remuneration review processes reviewed and analytics enhanced. Maintain competitive parental leave and flexible working policies Progress towards: flexible work practices in place. Parental leave policy reviewed with enhanced paid parental leave entitlements. Implement gender balanced short list when recruiting people leader roles in at least 50% of cases Progress towards: appointed a recruitment partner in July 2025, with key performance measures in the SLA regarding attracting, presenting and hiring diverse talent pools consistent with oOh!’s strategic DEI imperatives. 4. Workplace Gender Equality Agency Gender Equality Indicator 3. * GEI-3 looks at the difference between the average and median remuneration of women and men and the actions employers are taking to reduce the gender pay gap. 116 • oOh!media • Annual Report 2025
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Strategic DEI focus 1: Inclusive oOh! Target Outcome Promote LGBTQI+ Days of Significance Internally to staff for participation Achieved: active Pride networking group mobilised across oOh!’s network Develop a gender affirmation policy, formally visible on the intranet by end 2025 Achieved: policy approved and visible on intranet Activate a visible external Mardi Gras media partnership Achieved: oOh! staff, clients and partners joined oOh!’s 2025 Mardi Gras parade float, continuing our community partnership with Sydney Gay & Lesbian Mardi Gras and reinforcing our commitment to a more inclusive Australia Celebrate the diversity of employees at oOh! through a number of multicultural initiatives Achieved: active cultural diversity networking group celebrating multiple multicultural days, and cultural spotlights. Build baseline DEI awareness Deliver DEI awareness training for the entire workforce, targeting a 90% participation rate. Progress towards: delivered online training with 69% participation. Training approach refreshed for 2026 to drive awareness and participation Develop manager capability to create inclusive work environments oOh!’s leadership development program to include an inclusivity module Achieved: oOh!’s leadership program launched in 2025 and will continue roll out across 2026. Annual Report 2025 • oOh!media • 117
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Specific initiatives focused on women have been implemented in 2025 to ensure continued momentum, including: • Appointment of a recruitment partner with key performance measures in the SLA regarding attracting, presenting and hiring diverse talent pools consistent with oOh!’s strategic DEI imperatives. • Leadership development that includes core content around diversity, inclusion and belonging. • As in prior years, we continue to undertake additional gender pay equity analysis for the Board, Talent & Culture Committee, and CEO annually, and continue to refine our approaches to promotion, performance reviews, and reward processes to eliminate bias. Gender Pay Gap We are proud of our longstanding commitment to driving gender equality and positive change for women as part of our DEI strategy and this includes a specific focus on gender pay equality. We focus on the drivers of the pay gap: leadership representation, recruitment and promotion pathways, and consistency in reward decisions. oOh! reports annually to the Workplace Gender Equality Agency (WGEA) on key gender equality indicators. The gender pay gap is the difference in average or median earnings between women and men in the workforce and is a useful proxy for measuring and tracking gender equality across an organisation. The below sets out oOh!’s gender pay gap for the Corporate Group: 2024-2025 Average total remuneration 1.0 % Median total remuneration -5.4% Source: WGEA Corporate Group Executive Summary 2024-25. A positive percentage indicates men are paid more on average than women. A negative percentage indicates women are paid more on average than men. WGEA’s definition of a Corporate Group is a parent company and its subsidiaries, considered together as one employer if their combined headcount is 100 or more employees. This includes both oOh!media Operations Pty Limited and oOh!media Street Furniture Pty Limited. WGEA’s Total Remuneration definition includes base salary, superannuation, overtime, bonuses and other additional payments 118 • oOh!media • Annual Report 2025
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Our commitment to Reconciliation oOh!’s vision for reconciliation is to help shape a unified Australia, where Aboriginal and Torres Strait Islander peoples have equitable opportunities and where diverse voices resonate powerfully. We are committed to understanding our country’s rich Indigenous heritage, respectfully celebrating cultural connections, and nurturing meaningful relationships with Indigenous communities as we sustainably grow as a company. We acknowledge the immense significance of storytelling in Aboriginal and Torres Strait Islander cultures and the importance of Indigenous leadership, self-determination and co-design in shaping oOh!’s reconciliation initiatives. As Australia’s leading Out of Home company, we have a unique position to promote creativity and conversations that create a stronger connection, and we remain committed to sharing this voice in public spaces. In 2025, we continued our Reconciliation work and delivered several new initiatives and processes to our business to increase Indigenous representation and opportunities for cultural learning for our sta!. Key highlightsAnnounced the Indigenous Business Grant recipient: Budj Bim – Cultural Centre for Learning and Discovery; preparations underway for the 2026 round. Embedded Acknowledgement of Country into company-wide Town Halls, sharing local stories and history. Partnered with Indigenous Energy Procurement, supporting First Nations and a more transparent approach to our energy use. Supported deeper leadership engagement, with Executive and Senior leader learning sessions on delivering an authentic Acknowledgement of Country. Annual Report 2025 • oOh!media • 119
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oOh! employs industry leading frameworks, such as NIST and ISO27001 and the CIS 18 controls framework, to align with the best practice ways of protecting the organisation against Cyber Threats. Our Information Security programs and control implementations are audited regularly by a third party to ensure compliance. Recover Identify Respond Detect Protect Govern NIST Cybersecurity Framework Scope the Organisational Profile Gather needed information Create the Organisational Profile Analyse gaps and create and action plan Implement action plan and update profile 01. 02. 03. 04. 05. 5. Data privacy & cyber security Increasingly, organisations face heightened vulnerabilities arising from everyday reliance on digital data, external partners, and advanced technologies. As cyberattacks grow in both frequency and sophistication, we are dedicated to comprehending the evolving threat environment and persist in enhancing our resilience. Alignment to recognised frameworks: NIST, ISO27001 and CIS 18. Regular third-party audits of controls. Strong focus on detection, response and awareness: staff training, third-party supply chain security management, and incident response tabletop and business continuity exercises. Material annual investment in cyber security; a core pillar of the technology strategy. In 2025, increased focus on risks associated with AI, including policy, governance and control implementation. Approach oOh! maintains an organisation-wide, business- centric Information Security program to protect customers, employees and core digital infrastructure. 120 • oOh!media • Annual Report 2025
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6. Community engagement At oOh!, we believe that Out of Home can do more than reach audiences. It can help build stronger communities, protect our natural environment and champion a more inclusive Australia. Through our social impact program, oOh! Community, we support not-for-profit organisations with meaningful media contributions and create opportunities for our people to get involved and give back. $19 million in media support to charities (bringing total to $173.9 million since 2016). Supported 80 additional charities beyond core partners and donated almost $1 million in media vouchers for charity galas. Continued participation in fundraising and awareness initiatives including Greening Australia, Sony Foundation, UnLtd, Tour de Cure, Two Good Co, GO Foundation and Foodbank. oOh! sta!, clients and partners joined oOh!’s 2025 Mardi Gras parade float, continuing our community partnership with Sydney Gay & Lesbian Mardi Gras and reinforcing our commitment to a more inclusive Australia. 2025 social impact Homelessness Disadvantaged communities Sustainability & conservation We aim to make a difference in disadvantaged communities using the visibility of out of home to amplify services and campaigns that support those that are homeless or doing it tough Annual Report 2025 • oOh!media • 121
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oOh! Community New Zealand In New Zealand, we have provided ongoing support throughout the year to our community partners; Youthline, Voices of Hope, Keep New Zealand Beautiful and Orange Sky. Further to this, the Positive Impact Project has seen an extensive group of socially focused businesses and charities receive pro-bono campaigns including KidsCan, Mental Health Foundation, Diabetes NZ, Sustainable Business Network, The Youth Hub and EcoFest. Case Study: Supporting M!ori SMEs through Te Whakatairanga Grant: In 2025, oOh! launched Te Whakatairanga Grant in partnership with Whāriki, establishing an annual initiative to support Māori-owned SMEs through access to a national advertising campaign. The inaugural recipient was Wai Mānuka, a premium beverage brand. To coincide with Matariki, oOh! developed and delivered a nationwide campaign designed in-house. The campaign utilised proximity- based creative to direct shoppers to nearby stockists, enhancing brand visibility and enabling Wai Mānuka to reach new audiences, including potential investors. 122 • oOh!media • Annual Report 2025
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Looking ahead to 2026 In 2026, oOh! will focus on strengthening foundations, improving measurement and governance, and progressing practical decarbonisation actions — while continuing to invest in our people and communities. Climate mitigation planning • Finalise our mitigation plan to manage material transition risk, being exposure to electricity pricing (as referenced in our AASB S2 climate-related disclosures). • Reduce electricity consumption as a priority action to support both risk management and emissions reduction (electricity remains the largest contributor to our footprint). Code of Conduct https://investors.oohmedia.com.au/FormBuilder/_Resource/_module/Kop5qeccvUmfSkReJ8Nx5g/docs/ corporateGovernance/OML_Code_of_Conduct.pdf Whistleblower Policy https://investors.oohmedia.com.au/FormBuilder/_Resource/_module/Kop5qeccvUmfSkReJ8Nx5g/docs/ corporateGovernance/Whistleblower-Policy.pdf WSE https://investors.oohmedia.com.au/FormBuilder/_Resource/_module/Kop5qeccvUmfSkReJ8Nx5g/docs/ corporateGovernance/WSE_Policy.pdf DEI https://investors.oohmedia.com.au/FormBuilder/_Resource/_module/Kop5qeccvUmfSkReJ8Nx5g/docs/ corporateGovernance/OML_Diversity_Equity_and_Inclusion_Policy.pdf Sustainability Policy https://investors.oohmedia.com.au/FormBuilder/_Resource/_module/Kop5qeccvUmfSkReJ8Nx5g/docs/ corporateGovernance/Sustainability_Policy.pdf Wellbeing, safety and injury management uplift • Embed best practice wellbeing, safety and injury management tools across the organisation. • Continue people leader programs to support the psychosocial wellbeing strategy. • Critically review and enhance controls across physical risk environments and assurance activities. • Progress toward launch of the simplified documented safety management system and associated support tools (building on 2025 system development). Community investment and partnerships • Introduce new community partners to broaden the reach and impact of oOh! Community. • Expand the oOh! Community program impact across communities, nature, and First Nations & DEI pillars while maintaining long-term support for causes that matter. First Nations economic opportunity • Progress the 2026 Indigenous Business Grant award process following the 2025 grant outcome. Supporting workforce policies can be viewed online Annual Report 2025 • oOh!media • 123
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Contents General information Consolidated statement of profit or loss and other comprehensive income Consolidated statement of financial position Consolidated statement of cash flows Consolidated statement of changes in equity Notes to the consolidated financial statements 1. Reporting entity 2. Basis of accounting 3. Material accounting policies 4. Operating segments 5. Revenue and other income 6. Other expenses 7. Net finance costs 8. Share-based payments 9. Income tax 10. Trade and other receivables 11. Property, plant and equipment 12. Right-of-use assets 13. Intangible assets 14. Goodwill 15. Inventories 16. Other assets 17. Loans and borrowings 18. Trade and other payables 19. Contract Liabilities 20. Provisions 21. Derivative assets and liabilities 22. Capital and reserves 23. Fair values 24. Financial risk management 25. List of subsidiaries and equity accounted investees 26. Capital commitments 27. Contingencies 28. Related parties 29. Earnings per share 30. Reconciliation of cash flows from operating activities 31. Auditor’s remuneration 32. Parent entity disclosures 33. Deed of cross guarantee 34. Subsequent events Consolidated entity disclosure statement Directors’ Declaration Independent Auditor’s Report 128 128 129 130 132 133 133 133 135 137 138 139 139 139 143 146 146 147 148 150 151 151 152 154 154 154 155 155 157 159 166 167 167 167 168 168 169 169 170 172 173 175 179 Annual Report 2025 • oOh!media • 127
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This is the original version of the Independent Auditor's Report over the Financial Report signed by the Directors on 16 February 2026. Page reference 41-59 with respect to the audit of the Remuneration Report, should be updated to read 59-77. The page reference has been updated to reflect the correct page references now that the financial statements have been presented in the context of the Annual Report. 181 • oOh!media • Annual Report 2025
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Voting rights The voting rights attaching to each class of equity securities are set out below: Ordinary shares: • On a show of hands, every member present at a meeting has one vote. • On a poll, every member present at a meeting has one vote for each share held as at the record time by the member entitling the member to vote. Performance Rights: Holders of Performance Rights do not have any voting rights on the Performance Rights held by them. Unless otherwise stated, the shareholder information set out below is current as at 23 February 2026. Distribution of fully paid ordinary shares Shareholder Information Range # of holders % of holders # of shares % of shares 1 – 1,000 1,917 38.63% 949,980 0.18% 1,001 – 5,000 1,823 36.73% 4,705,989 0.87% 5,001 – 10,000 558 11.24% 4,271,743 0.79% 10,001 – 100,000 606 12.21% 16,689,912 3.10% 100,001 and over 59 1.19% 512,163,662 95.06% Total 4,963 100.00% 538,781,286 100.00% Holders holding less than a marketable parcel of shares (being a parcel of 481 shares based on a closing price of $1.040 on 23 February 2026) 885 17.83% 186,432 0.03% Range # of holders # of securities % of securities 1 – 1,000 0 0 0 1,001 – 5,000 0 0 0 5,001 – 10,000 0 0 0 10,001 – 100,000 10 605,262 17.91% 100,001 and over 10 2,773,179 82.09% Total 20 3,378,441 100.00% Distribution of performance rights 189 • oOh!media • Annual Report 2025
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Restricted securities or securities subject to voluntary escrow As at the date of the Annual Report, there are currently no restricted securities on issue or securities subject to voluntary escrow. On-market buyback On 26 February 2026, the Company announced an on-market share buyback, due to commence on or after 12 March 2026. Annual Report 2025 • oOh!media • 190
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Substantial holders as at 23 February 2026 (as disclosed in substantial holding notices given to the Company in accordance with the Corporations Act) Holder # of ordinary shares held % of ordinary shares held Yarra Funds Management Limited 46,557,151 8.64% Virtus Group 43,505,432 8.07% Harris Associates 32,977,641 6.12% Vanguard Group 28,528,931 5.30% Challenger Limited 28,467,628 5.28% Australian Retirement Trust Pty Ltd 28,270,647 5.25% Lennox Capital Partners Pty Ltd 27,667,628 5.14% Fisher Funds Management 27,519,293 5.11% Vinva Investment Management Limited 27,193,451 5.05% Dimensional Entities 26,956,802 5.00% 20 largest holders (registered holder) # of ordinary shares held % of ordinary shares held HSBC Custody Nominees (Australia) Limited 224,406,252 41.65% J P Morgan Nominees Australia Pty Limited 118,807,629 22.05% Citicorp Nominees Pty Limited 87,471,907 16.24% BNP Paribas Nominees Pty Ltd 21,398,955 3.97% HSBC Custody Nominees (Australia) Limited 14,836,978 2.75% BNP Paribas Noms Pty Ltd 10,692,092 1.98% Birketu Pty Ltd 5,387,000 1.00% Masfen Securities Limited 3,800,000 0.71% Pacific Custodians Pty Limited 3,244,217 0.60% Pacific Custodians Pty Limited 3,120,063 0.58% BNP Paribas Noms (NZ) Ltd 2,156,821 0.40% BNP Paribas Nominees Pty Ltd 1,850,241 0.34% BNP Paribas Noms Pty Ltd 1,563,881 0.29% Neweconomy Com Au Nominees Pty Limited 1,447,594 0.27% Morgan Stanley Australia Securities (Nominee) Pty Limited 1,329,785 0.25% UBS Nominees Pty Ltd 744,883 0.14% Warbont Nominees Pty Ltd 722,877 0.13% Mr Todd Andrew Langsford 672,850 0.12% Akat Investments Pty Ltd 500,000 0.09% Tag Family Investments Pty Limited 500,000 0.09% BNP Paribas Nominees Pty Ltd 489,455 0.09% TOTAL HELD BY TOP 20 LARGEST HOLDERS 505,143,480 93.76% OTHER 33,637,806 6.24% TOTAL 538,781,286 100% Twenty largest holders of ordinary shares 191 • oOh!media • Annual Report 2025
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Term Meaning/definition AASB Australian Accounting Standards Board AGM Annual General Meeting ASIC Australian Securities and Investments Commission ASX Australian Securities Exchange, as operated by ASX Limited ABN 98 008 624 691 AUD, A$, $ or Australian dollar The lawful currency of the Commonwealth of Australia Auditor KPMG Australian Accounting Standards Australian Accounting Standards and other authoritative pronouncements issued by the Australian Accounting Standards Board and Urgent Issues Group Interpretations Board or Board of Directors The board of Directors of oOh!media Limited CAGR Compound Annual Growth Rate CEO Chief Executive Officer CFO Chief Financial Officer CGU Cash Generating Unit Company oOh!media Limited ACN 602 195 380 Company Secretary The Company Secretary of oOh!media as appointed from time-to-time Constitution The constitution of the Company Corporations Act Corporations Act 2001 (Cth) CY20 Financial year ended 31 December 2020 CY21 Financial year ended 31 December 2021 CY22 Financial year ended 31 December 2022 CY23 Financial year ended 31 December 2023 CY24 Financial year ended 31 December 2024 CY25 Financial year ended 31 December 2025 CY26 Financial year ended 31 December 2026 Digital revenue Revenue from digital advertising display panels Director Each of the Directors of oOh!media as appointed to the position from time-to-time EBIT Earnings before interest and taxation EBITDA Earnings before interest, taxation, depreciation and amortisation EPS Earnings Per Share FAR Fixed annual remuneration FCTR Foreign Currency Translation Reserve Group oOh!media Limited and its subsidiaries GST Goods and services or similar tax imposed in Australia and New Zealand IASB International Accounting Standards Board IFRS International Financial Reporting Standards KMP Key Management Personnel KPMG KPMG ABN 51 194 660 183 Listing The admission of oOh!media to the Official List of the ASX Listing Rules The Official Listing Rules of ASX Glossary 195 • oOh!media • Annual Report 2025
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Term Meaning/definition LTI Long-term incentive as payable under the LTI Plan LTI Plan oOh!media’s long-term incentive plan, as amended by oOh!media from time-to-time Management The management of oOh!media MD Managing Director MOVE Measurement of Outdoor Visibility and Exposure, Australia’s national Out of Home audience measurement system n/a Not applicable NCI Non-controlling Interest NED Non-executive Director NPAT Net profit after tax NPATA Net profit after tax before amortisation of acquired intangibles NZD New Zealand Dollars OCI Other Comprehensive Income OFR Operating and Financial Review OMA Outdoor Media Association, the peak national industry body that represents most of Australia’s traditional and digital outdoor media display companies and production facilities, as well as some media display asset owners. Officer An Officer of the Company OMI Outdoor Media Investments Limited ABN 32 156 446 187 OML oOh!media Limited ACN 602 195 380 oOh! oOh!media Limited ACN 602 195 380 oOh!media oOh!media Limited ACN 602 195 380 Out of Home Out of Home, also commonly referred to as out of home or outdoor advertising, represents the media sector of the advertising industry that communicates with people when they are out of their home Registry MUFG Corporate Markets (AU) Limited ABN 54 083 214 537 Rights Rights to shares granted pursuant to the LTI Plan Senior Executive The senior executive management of oOh!media Share of security A fully paid ordinary share in oOh!media Share registry MUFG Corporate Markets (AU) Limited ABN 54 083 214 537 Shareholder The registered holder of a Share SMI Standard Media Index STI Short-term incentive payable under the STI Plan STI Plan oOh!media’s short-term incentive plan, as amended by oOh!media from time-to-time TSR Total Shareholder Return VWAP Volume weighted average price WHS Workplace health & safety WHSE&S Work, health, safety, environment & sustainability WSE Wellbeing, safety & environment Annual Report 2025 • oOh!media • 196
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Corporate directory oOh!media Limited ACN 602 195 380 Directors: Tony Faure Chair and Independent Non-executive Director James Taylor Chief Executive Officer and Managing Director Philippa Kelly Independent Non-executive Director Tim Miles Independent Non-executive Director Joanne Pollard Independent Non-executive Director David Wiadrowski Independent Non-executive Director Company Secretaries: Chris Roberts Jonathan Swain Principal registered Office: Level 2, 73 Miller Street North Sydney NSW 2060 Ph: +61 2 9927 5555 Share register: MUFG Corporate Markets (AU) Limited Liberty Place Level 41, 161 Castlereagh Street Sydney NSW 2000 Ph: 1300 554 474 Auditors: KPMG Tower 3, International Towers Sydney 300 Barangaroo Avenue Sydney NSW 2000 Bankers: Australia and New Zealand Banking Group Limited Commonwealth Bank of Australia National Australia Bank Westpac Banking Corporation Stock exchange listing: The shares of oOh!media Limited are listed by ASX Ltd on the Australian Securities Exchange trading under the ASX Listing Code “OML”. Website: www.oohmedia.com.au https://investors.oohmedia.com.au/investor-centre/ 199 • oOh!media • Annual Report 2025
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oOh!media Level 2, 73 Miller Street North Sydney NSW 2060 T +61 (2) 9927 5555 oohmedia.com.au