Good morning, ladies and gentlemen. Welcome to the annual general meeting of ARN Media Limited. On behalf of the board, I begin today by acknowledging the traditional custodians of the land on which we meet, and their continuing connection to land, sea, sky, and community. Today I'm on Gadigal land, part of the Eora nation, and I pay my respects to their elders past and present, and emerging, and extend that respect to all Aboriginal and Torres Strait Islander peoples. My name is Hamish McLennan. With me in the room, my fellow directors, Belinda Rowe, Paul Connolly, Alison Cameron, and Brent Cubis. Also joining us are our CEO, Michael Stephenson, and our CFO, Alexis Poole, Company Secretary Jeremy Child, and our Auditor from EY, Graeme Leonard. I am informed that there is a quorum present, and accordingly declare the meeting open.
As Chairman of ARN Media, it is my privilege to address the shareholders at the close of a year of significant transformation. Amid rapid disruption across the global media sector, the board and the management act decisively to reshape the company, sharpen our strategic focus, and position ARN for the next phase of its journey. The media industry is undergoing a profound technological and cultural shift. Advances in data, automation, AI, and digital distribution are reshaping how audience engage with content and how advertisers connect with them in an increasingly digital world. Despite the pace of change, broader macroeconomic headwinds, and ongoing softness in the advertising market, the board is encouraged by the progress we've made against the company's strategic priorities.
In 2025, the company strengthened its focus on core brands, sustained momentum in digital growth, tightened operating discipline, and allocation capital thoughtfully while navigating a challenging industry environment. With a refreshed leadership team in place, ARN is operating with greater focus, discipline, and clarity. Stronger financial control, more deliberate capital allocation, and an increased emphasis on execution have strengthened the balance sheet and will enhance the company's ability to compete as the media landscape continues to evolve. As of the 31st of December, 2025, ARN, on a continued operation basis, maintained a strong financial foundation with net assets of AUD 275.3 million. Our balance sheet remains robust with net debt of AUD 64 million and a pre-AASB 16 leverage ratio of 1.66 times EBITDA before significant items.
Strong cash generation continues to be a defining feature of ARN's financial performance. The group retains substantial financial flexibility, having successfully refinanced its debt facilities in December 2025, and with an AUD 66 million amount of undrawn facilities available. Since 2018, the board has made deliberate strategic choices to simplify the group and to focus ARN on its strongest and most scalable platforms. This has involved exiting non-core activities. The final step in this process is the divestment of selected non-core assets with Cody Hong Kong, the last remaining disposal currently underway. As a result, ARN's balance sheet has been materially strengthened. Net debt has reduced, our facilities have been refinanced, and liquidity headroom remains robust. Cash generation remains strong. Over the past 12 months, we have reduced debt by AUD 25 million, underpinned by the underlying cash performance of the business and disciplined capital management.
These outcomes reinforce a simple point. While we recognize that the company's current market capitalization and share price do not reflect the underlying value the board sees in the business, ARN remains financially sound, cash generative, well-funded, and positioned with the balance sheet strength and liquidity required to deliver long-term value for shareholders. At our upfront in October of last year under new leadership, we clearly outlined our vision for the future of our business to transform a traditional radio business to an entertainment company. At the core of this is the creation, distribution, monetization of premium content across radio, digital audio, video, and social platforms. At the heart of our strategy is our long-term partnership with iHeart, which provides access to a global platform, world-class technology, and sophisticated data capability without the need for material upfront capital investment.
This capital light model allows us to leverage the strength of a global entertainment powerhouse while preserving balance sheet flexibility and remaining disciplined with our capital allocation. FY 2025 also marked an important leadership transition. On behalf of the board, I'd like to thank Ciaran Davis for his significant contribution to ARN over many years. The board is pleased to welcome Michael Stephenson as Chief Executive Officer. Michael is one of the country's leading media executives. He brings more than 30 years of media experience, deep commercial acumen, digital transformation, and a clear vision for ARN's future. He has already played a key role in accelerating the company's transformation. The board recognizes that remuneration is a key accountability mechanism. We have structured management incentives to be market competitive, transparent, and tightly aligned to shareholder outcomes.
Fixed remuneration provides stability to attract and retain leadership, the leadership capability required to execute a complex transformation. Variable remuneration is meaningfully weighted to at-risk outcomes and subject to robust governance, including independent benchmarking, clear performance gateways, and board discretion. Importantly, the long-term incentive framework is anchored to an EPS KPI that is deliberately aspirational and stretching. It requires compounding growth of 26%-31% per annum out of 2029, reflecting the scale of the value creation task and ensuring that reward is earned only if sustained. Exceptional performance is delivered over the long term. During the year, we were able to attract world-class talent with deep expertise in content, data technology, financial, and commercial execution. This uplift in capability is already improving the quality and speed of decision-making and accelerating delivery across the business.
The board recognizes its responsibility to guide the company through periods of significant change with strong governance, disciplined decision-making, and a clear long-term perspective. With that in mind, I would like to further address the current legal dispute involving Quasar Media and Henderson Media. As shareholders are aware, an incident occurred on air between Kyle Sandilands and Jackie Henderson on the 20th of February, 2026. Following that incident, Ms. Henderson took a leave of absence during which she received the full support and care of management. On the 26th of February, 2026, Ms. Henderson advised that she could not continue to work with Mr. Sandilands and that direct contact with Mr. Sandilands was now untenable.
The company considered this a repudiation of her contract on the basis that it was not possible for her to perform her core contractual requirement to deliver The Kyle & Jackie O Show, and as a result, her contract was terminated. The company engaged with Ms. Henderson about the possibility of an alternative show on the ARN network. However, an agreement was never reached. The company also formed the view that Mr. Sandilands' conduct on the 20th of February, 2026, amounted to serious misconduct. He was given 14 days to remedy. When he failed to do so, his contract was also terminated. Mr. Sandilands and Ms. Henderson have each filed a statement of claim against ARN Media, and we have now filed defenses in response to each. ARN Media has also filed cross-claims.
The matters arose after release of our results on the 25th of February, 2026, so the matter was not required to be disclosed to the full in the full year accounts for 2025. I would like to assure shareholders that the board is committed to defending these claims and actively pursuing the cross-claims. As these matters are now before the courts, we do not intend to comment any further. As I've mentioned previously, the dominance of global digital platforms such as Google and Meta continue to fundamentally reshape the advertising market, capturing a disproportionate share of digital ad spend and placing sustained pressure on Australian media companies. Australia's media landscape remains fragmented, governed by outdated ownership laws conceived in a pre-digital era.
As a result, local media businesses are increasingly constrained in their ability to consolidate, innovate, and compete on an equal footing with global tech giants. We believe structural reform and industry consolidation are a necessary way to build a stronger, more sustainable domestic media sector, which Australia relies on every day. ARN Media supports the modernization of media ownership regulations and intends to work with the government and the industry to ensure the regulatory environment evolves to reflect current market dynamics. I would like to express my sincere appreciation to the board of directors for their guidance and oversight over recent weeks and throughout the year, and to our CEO and executive leadership team for their strategic vision. I also extend my thanks to every member of the ARN Media team for their ongoing focus, dedication, and passion.
Finally, to our shareholders, thank you for your trust and ongoing support. I'm optimistic about the opportunities before us and confident in our ability to execute and deliver our strategic plan, which will deliver long-term shareholder value. Regarding my shareholding in ARN, following my re-election as Chair, I intend to acquire a further AUD 500,000 in shares of the company as soon as reasonably practical to do so, and subject to the compliance with the company's securities trading policy and guidelines and applicable restrictions on trading in shares. I will be making this investment in my personal capacity as a demonstration of my confidence in the company's strategy, leadership, and long-term prospects, and as a reflection of my alignment with our shareholders. The board remains focused on executing the company's strategy, strengthening performance, and delivering sustainable long-term value.
I look forward to continuing to serve the company and its shareholders with that objective firmly in mind. ARN enters the next phase of this journey as a more resilient, focused, and diversified business. The actions taken during FY 2025 provide a strong foundation for long-term value creation, underpinned by disciplined capital allocation and an unrelenting focus on the creation, distribution, and monetization of premium content. As set out in the notice of meeting today, we will cover the consideration of the financial statements, re-election of directors, the remuneration report, approval of the non-executive remuneration plan. This execution against the strategy during the year and remains focused on disciplined oversight and long-term value creation. I will now ask our CEO, Michael Stephenson, to speak in more detail about the company's operating performance and priorities for the year ahead. Steve-O.
Thank you, Hamish, and good morning, everybody. Today I'm going to share with you for Australian business and our Australian operations. I'm very pleased at this point with what we've achieved so far, but of course, as always, there's a lot more to do. If I could just turn to our FY 2025 result. Revenue for the year was AUD 285 million, down 10% on the prior period, impacted obviously by a softer advertising market, but importantly the impact of changing community and advertiser expectations. Operating costs were reduced by 4% to AUD 187 million, with AUD 24 million of costs being removed throughout the year. Underlying EBITDA for the period was AUD 47.5 million. Free cash flow increased by 6% to AUD 40 million, underpinned by the disciplined working capital and asset management.
This cash discipline enabled us to reduce net debt to AUD 64 million and successfully refinance our debt facilities in December, extending debt maturity by three years to the end of FY 2028. This disciplined approach to cost and capital management has now delivered AUD 31 million of cost savings. We've increased our cost savings target to AUD 55 million for the period FY 2024 to FY 2027, well above the original ambition, and we've already actioned this year alone AUD 12.6 million of cost savings initiatives which will flow through the P&L through 2026 and FY 2027. From a revenue point of view, during the period, revenue declined, as I mentioned, by 10% or AUD 32 million. To understand the revenue decline, I think it's important to separate both our metro revenue from our regional revenue and of course our digital revenues.
As you can see on the slide behind me, digital revenues grew by 7% for the period, with revenue from live radio streaming growing by 76%. During the year, however, metro radio revenues declined by AUD 28 million. AUD 6 million can be attributed to a tougher advertising market. The remaining AUD 22 million is related to clients who had chosen not to advertise with ARN because of issues relating to brand safety. This issue also impacted regional revenue. Regional revenues declined by AUD 5.3 million for the period, with more than AUD 4 million coming predominantly from national advertisers who had chosen again not to advertise with ARN because of concerns with brand safety. Over time, I expect that a significant percentage of the AUD 26 million of revenue that was lost through the year because of brand safety concerns to return.
That'll of course improve both our metro radio revenues and our metro radio share, both of which are important. The slide behind me shows our EBITDA waterfall for the period with cost out funding our strategic investment in digital and partially offsetting the revenue decline that I've outlined prior. During the year, an additional AUD 10 million was invested in talent, with AUD 5 million invested in building our digital and our data capability, which of course will be a long-term driver of revenues. AUD 24 million of cost was removed from the business, helping to offset increased talent costs, inflationary pressure, and the impact of lower revenue during the period. I'd now like to share with you our vision for the future of our business.
At our upfronts in October of last year, I shared our vision for the future of our company, to transition from a radio business to an entertainment company, a company focused on the creation, the distribution, and the monetization of premium content. At ARN, we've got a very, very clear strategy: invest more in content, create greater content, distribute it across more platforms, amplify it on social to engage our audiences and ultimately our advertisers. That's our plan. Our focus is on maximizing the return that we get from our existing investment into content and talent by using our existing radio brands and number one radio shows, our radio stars, to create more content for every other platform. More content for radio, more content for video, more live events, and more content that we can distribute on social platforms to our own benefit.
One cost base and of course multiple revenue streams. Radio remains the foundation of this business. What we're building around it is something bigger, a platform that brings together audio, video, social, and in real-life experiences to create 1 completely integrated and united entertainment ecosystem. At the very, very center of this strategy is iHeart, the world's largest free streaming platform. 100 million songs, 450,000 playlists, 250,000 podcasts. I'm pleased to say that we've now completed a 10-year renewal of our long-term agreement. This agreement creates long-term competitive advantage for our company. It gives us access to global development and product teams via our long-term license, without the capital cost, of course, that others may have. The good news is that we're already leveraging iHeart's commercial products and their global partnerships to accelerate our own innovation in audio and video right here in Australia.
This partnership materially enhances our ability to lead the next phase of digital transformation. If iHeart is central to the digital strategy, data, of course, is the currency of the future. Critical to our long-term plan is the development of our next-generation data platform. We're building a first-party data asset that will dramatically improve the monetization of our digital audiences. We've already signed partnerships with Westpac, with Experian, and with Azira to enrich our audience segments with banking, consumer lifestyle, and location-based targeting. We've already built 800 audience segments for our advertisers, allowing them to use their own data to target their customers on our platform. The good news, we're already beginning to see improved monetization of those digital audiences. The convergence of audio and video is a clear medium-term growth opportunity for ARN. Video's coming down the pipe real quick.
Our approach to that will be both disciplined and incremental. To start with, we're going to extend our existing radio and podcast assets into video formats to improve both the engagement of that content, and of course, broaden its distribution. The increased utilization of our existing studio capability and our existing video technology enables video production at scale like nobody else can do in this space, but importantly, with no incremental cost. The strategy's expected to diversify revenue whilst improving the long-term monetization of existing core audio assets. The implementation of this plan is going to fundamentally change the shape of our revenue. Today, whilst 40% of our audience is consuming our content on digital platforms, only 10% of our revenue is digital. This represents a huge and significant and obvious opportunity for us to grow.
Because I'm confident that over time any decline in radio revenues will be more than offset by the growth in digital revenues. The creation of video content using our existing talent and the monetization of short-form video that we're already creating but now distributing on social platforms will for the very first time allow ARN to enter the AUD 5 billion digital video market. This clear gap between audience, consumption, revenue contribution, and margin highlights the significant runway ahead for us in terms of monetization and supports the digital transformation program that we've embarked on. Now turning to our trading outlook. Consistent with our previous outlook statement and notwithstanding the broader economic environment, we expect the total audio market to be broadly flat in FY 2026, with low-to-mid single-digit decline in radio markets being broadly offset by the growth in digital markets.
Our second half performance will be stronger than our first half result as we cycle over the impact of transformation, brand safety concerns, and of course the impact of the federal election which occurred in April of last year. We continue to be focused on delivering AUD 55 million worth of cost out by the end of FY 2027 and finalizing the divestment of the Cody Hong Kong business. I would like to thank our team for their commitment during what has been a period of significant change. I'd like to thank our board for their ongoing support and guidance, I'd like to thank you, our shareholders, for your ongoing commitment and support of ARN as we reposition this business for the future. Thank you, I'll now hand back to Hamish.
We will now move to the formal business of the meeting. First, to explain the procedures for asking questions and voting. For those attending in person, you would've been given an attendance card when you registered on arrival. If you have a yellow voting card, you're a voting shareholder, proxyholder, or corporate representative and have chosen to vote using a paper voting card. You're also entitled to speak at this meeting. If you have a blue card, you're a non-voting shareholder. While you're entitled to ask questions, you are not entitled to vote at this meeting. If you have a red card, you're a visitor and not entitled to speak or vote at this meeting.
If anyone with a yellow or blue card wishes to ask a question, please raise your hand during the question time and wait for the microphone to be provided to you before asking your question. For those participating online, you will be able to submit questions by registering as a shareholder or proxyholder and selecting the Ask a Question tab. Please follow the prompts or refer to the online guide for instructions. We will consider the questions submitted online by our web phone after we've taken questions from the floor. My duty as Chair is to ensure everyone has a fair chance to ask a question. We appreciate there may be questions of a general nature. We have put aside time after the formal resolutions for these general questions.
For the formal items, we ask that you restrict questions to those specific matters and save general questions until later in the meeting. We now move on to the matters set out in the notice of meeting. I will take each resolution in turn. After I introduce the resolution, I will invite questions or comments on that item. I will then open voting on the resolution, and after a reasonable time, I will close the poll for that item and move on to the next resolution. Item one, the first item of business is to receive and consider the financial report, the director's report, and the independent auditor's report for the year ended 31 December 2025.
The company's auditor, Graham Leonard of EY, is in attendance and can answer questions you may have about the conduct of the audit, accounting policies, and the independence of the auditor. Are there any questions or comments, either in the room or online? Hi.
Hello. Good morning, Chair. David Kingston, K Capital. You'll be pleased to know I won't be making a long speech today. I did that last year. I do have some specific questions today. It's also sad that the share price has actually halved in the past year. Little bit disappointed with the annual report. The upfront sections have lots of glossy material, but largely ignore the elephant in the room, the ongoing destruction of shareholder value. Two questions, Chair, on the accounts. Firstly, Cody Outdoor Advertising, which I describe as an orphan. I don't know why you still have that. Clearly, you've been trying to sell it for a long time. It's been a terrible loss-making investment. We read in the accounts, Chair, that the assets held for sale relating to Cody, AUD 256 million, which is mainly the lease commitments, but the associated liability's at AUD 281 million.
Concerningly, of that, AUD 47 million is provisions. I'd appreciate clarification as to what that means. My first question, Chair, is why has it taken so long to sell this orphan, and are you expecting a positive net value, or potentially will you need to pay to remove this orphan from the portfolio? That's the first question. Thanks.
Look, it's a business that suffered from, you know, the period during COVID. We've had that business for many years, as you know. We're taking a considered approach to the sale. These things take time, we see it as a non-core asset, and we're dealing with it accordingly. Maybe I'll hand over to Brent. If you can just talk to some of the accounting treatments.
I mean, a lot of the provisions you're talking about there are all the accounting stuff that we have to follow. It's not cash, and it's obviously very conservative, and we had to work with our auditors to make sure that they were comfortable with what we're disclosing. I wouldn't get too worried, 'cause it's not cash. A lot of it's just accounting, and when you've got all those lease liabilities and things like that, the numbers always look a lot bigger than they really are. The guys up in Hong Kong, as Hamish said, it's a non-core asset. We signed some new deals a few years ago with a view that that would help the business and provide a platform that we could sell. That's where we are.
Do you expect a positive cash inflow when you sell it? Do you think you'll have to pay to get rid of it?
We can't comment on that. We're in the middle of negotiations with some parties and things like that, so we can't talk about it at the moment.
Good news is that that orphan is finally gonna be sold, certainly in the next 12 months, I'm sure. Look, Chair, my second question on the accounts, very specific. Intangibles. You've got AUD 329 million of intangibles, which compares with your market cap of AUD 85 million. Most of the intangibles are license values, but clearly they are excessive. At 31 December, which is when the annual report was effectively signed off, the market cap was higher, AUD 125 million, but that still represents a huge deficit below the total parent equity of AUD 216 million. Obviously the market disagrees with what the board is signing off on as the intangible values.
Page 91 of the annual report states, "Impairment testing was performed by the directors, but they concluded that the fair net value actually supported the carrying values, so no impairment loss was recognized." Question is, with the market cap having fallen further, down to AUD 85 million, the deficit to carrying value of the net assets is even greater. It really is flying in the face of reality if the directors continue to leave the intangibles and the license values in at book value? I assume directors will take a large write-down of intangibles at 30 June 2026. Appreciate a comment on that. Thanks.
Brent, want to?
Every six months we obviously look at the CGUs to look at the value of those, and we had a very close look at December. Obviously the market cap was a bit higher then, and we will be reviewing that closely in June, as we do every six months. You have to look at the I mean, part of that would be the Hong Kong stuff as well. In June we'll be looking at that very closely.
Do you take into account the market capitalization?
You have to. You have to. It's one of the things that you have to allow for.
Because it's making a mockery out of your decision to leave.
Back in December it was fine. I mean, in June that will be looked at, and that's one of the variables you look at as one of the components.
Okay, thanks.
Thank you. Any other questions on this item? Okay. As item one does not involve a shareholder vote, we will now move to the other resolutions. Resolution two relates to my re-election as a director. Given the nature of this resolution, I will step aside while this item is considered and ask Belinda Rowe, the Chair of the Remuneration Committee, to Chair the meeting for this resolution. Belinda, come.
Thanks. Thank you, Hamish. Resolution 2 is the re-election of Director Hamish McLennan. The board recommends that shareholders vote for this resolution, given Hamish's extensive experience, commitment, and continuity of leadership he provides. We ask shareholders to consider, and if thought fit, pass the following as an ordinary resolution: that Hamish McLennan, who retires as a director by rotation under the constitution and the ASX listing rules, and being eligible for re-election, be re-elected as a director of the company. I now invite any questions or comments on Resolution 2.
Hamish joined in 30 October, 2018. Page 26 of the annual report gives Hamish an enormous wrap. Quote, "Hamish brings unparalleled expertise to the board." Quote, "Hamish has proven track record as an outstanding leader across the media and advertising sectors." There's no doubt Hamish is a charismatic, larger than life personality. Brilliant performance at realestate.com.au, but a bad performance at ARN. My first question, I have two, is over your period as director, the ARN share price has fallen dramatically. I accept that most traditional media stocks have also fallen. With hindsight, what are the three biggest mistakes you and the board have made that have contributed to the massive shareholder value loss? Thank you.
I think it's hard to sort of answer that question by putting it to three. I think that's a bit of a loaded question. I think you highlight I mean, you gave a great recital last year about, you know, the industry and where it's at. I mean, if you look at our peer group and the sector, most of them have suffered, you know, a value in a value decline in the market cap. I think I've got a deep knowledge right across the whole media sector. We're not happy with where we're at at the moment. I think hindsight is a wonderful thing when you look at a range of different decisions, but it's a very, very fluid environment. I think the board stands by all the decisions that they made.
Look, we make the best decision based on where we're at at any given time. There is absolutely no doubt that the sector is under pressure, and that's why again, every year, and you would know this, we refer to the media laws, and we are looking at ways in which we can improve the value of the industry and compete on a level playing field with the tech giants overseas. But there is pressure there, but it's not just us, and as I said before, it's with our competitors. I think the acquisition of Grant's was a terrific one, and that business has improved. It's terrific having Alison on the board as well. The board is very aligned.
Whilst we're open to, you know, looking at all of the decisions that we've made as a board, and we do that confidentially, and we all reflect on our performance and what we've done, all I'd like to telegraph to you and say to this audience is that I'm committed to the company. The value of the shares that I've purchased so far have gone down, and I'm prepared to invest more to get the business right. I accept my responsibility seriously as a Chair, and I'm committed for the future, and I do think that there's a strong pathway forward. If we do things like we do divest, at an appropriate, in an appropriate fashion, Cody, and we get our content strategy right, and we execute against what Steve-O says, we'll have a very good business.
Hamish, you know, we all make mistakes. Anyone who says they don't make mistakes is a liar. I would have thought you would have had some regrets for the massively overpriced Grant Radio acquisition. We did talk about that last year. That's fine. No one gets it right all the time. I am shocked to hear you say Grant Radio was a terrific acquisition. You paid AUD 300 million for it, Hamish.
It was a different time, David. It was considered, it was the first time in 74/ 75 years that an asset of that size and scale came aboard. It's provided good diversification for our revenue. At the time, everyone applauded the sale of that. We're seeing more intensive competition right across the board in our sector, that I'm glad that we have it. We are a better business for having Grant Broadcasters. It's very easy to retrospectively look at all those decisions and say it was a terrible acquisition. I completely disagree. I think it's been a fantastic acquisition for us.
I think the company would be in much better shape if you kept that AUD 200 million cash you paid for it, plus the shares.
Well, I'm actually not sure. I don't believe that. I think it's made our overall offering more compelling, and it's providing a good steady stream of revenue and EBITDA now.
There's a fair price for every acquisition, and that one, in my opinion, was dramatically too high. My second question, Hamish, is terrific that you are now going to invest AUD 500,000 into the stock. I think that was an issue asked by other people last year. I think your holding at the moment is a pitifully small holding. That's a significant investment, so I think people welcome that. Could you just give shareholders a little bit more amplification on why you are hopeful that you are now picking the bottom to make this purchase of shares? The market cap, add the debt, AUD 64 million net debt, my judgment is I would be personally putting a net provision. I don't expect you to comment, but on the legal liability for Kyle & Jackie O Show of around about AUD 40 million.
My judgment is the market is assessing the enterprise value of this company today at around about AUD 180 million. My second question, I've only got two, could you please amplify for shareholders why you are confident that this company is worth AUD 180 million enterprise value? Are you at a disadvantage now? You tried to merge assets a while ago, but your competitor, Southern Cross, now is in bed with Seven. There's clearly some synergies there. Are you at a disadvantage being solo compared to your arch competitor who now has the synergies of working with Seven, the TV network? Thank you.
Our If I start with the end, our arch competitor are the overseas tech giants. It's Yes, we deal directly against Southern Cross and Nova in the radio space. The competitive forces are far greater than that. I would also just pull you up on the fact that I'm not picking the bottom, so to speak. I think that's an unfair comment. I'm prepared to put serious money in because I believe in the long-term future of the company. That's because Steve-O has a very good plan that will deliver good results. I think if we do sell CODI and we deal with other matters, I'm not gonna, as I said before, talk about the legal case. I think it's dangerous for anyone to speculate in any way on that.
These businesses have the ability, they have good indebted leverage, you know, if you get your ratings and your revenue up to make good cash conversion. It's a point of pride for me to make sure that we get the business and navigate it into a better place. I do believe that, once, you know, once Steve O's strategy is fully embedded, and it is getting traction out there, coupled with the Grant acquisition, I think we have good times ahead. We don't live in a perfect world. There'll be other competitive forces that hit us. I wouldn't put that sort of money on the table if I didn't believe in the long-term future of the company. Media is not for the faint-hearted.
Are you at a disadvantage because?
Sorry, I should answer that. Yeah, no, I Look, we come to work every day, seeing if we have a compelling offering. We are smaller than some of our much larger, you know, rivals, but there is a benefit in that in the sense that we are nimble, we're agile, we're highly focused. We do believe ultimately in the concept of scale, and it's really disappointing that our Southern Cross approach didn't come off, because I think that would've delivered massive benefits for all shareholders, but it didn't happen, we move on. You know, if there's one thing that I lament in my time in recent times is that that merger didn't come off, 'cause I think history would've proven that would've been a sensational acquisition. That's life, and we move on.
To sort of continue that line of thinking, if there is the right opportunity for us to get scale through a merger or buyout, we will do that for our shareholders and our staff, you know, if it's appropriate for us. As a highly focused, nimble audio operator, we see a good future ahead of us.
That's good if the board is open to a merger or being taken over because Southern Cross Austereo also think that they have a compelling offering. In addition, they have something you don't have, which is the synergies of working with the Seven network. You know, I think in a competitive world, if you go into a battle and you're at a competitive disadvantage, that's a challenge. One of your direct competitors, I appreciate the tech companies are the big ones, your direct radio competitor is Southern Cross Austereo, and they do have a big advantage over you. It's great if the board is thinking about how do you counteract that disadvantage, 'cause I think it is one.
Well, you know, another direct competitor is Nova, and they run a fabulous business. You know, they're not joined with a TV company, and so free-to-air is under enormous pressure. You know, We respect them, you know, and Seven are fantastic operators. You can go it alone, and you can run a very profitable good business.
We look forward to the announcement of the merger with Nine. Anyway, thank you.
Do you know something we don't, do you?
It turns out so.
Okay. If there are no further questions. There are?
Belinda, there's an online question submitted by Stephen Mayne. The question as follows: Did Hamish make any commitments to major shareholders in order to win their voting support today? Is this why he committed to buy AUD 500,000 worth of shares after his re-election?
No, I didn't make any specific commitments. I have consulted shareholders. They all want executives and board directors to have more shares in the company. If you look at my history across all the companies I'm involved in, I have, I think, substantial stakes in most of them. I think that's a good thing for the business, and I willingly have agreed to focus on that and to do it.
Thank you. There's two more questions from Mr. Mayne. The next one is: according to media reports, Hamish personally signed the Kyle & Jackie O Show contracts. Is this correct, and has he signed any contracts for other ARN Media talent, or was this a special situation?
The actual contracts weren't signed by me, but I did sign a document that showed our commitment to rejoining. They were the largest radio talent that we had at the time, and they were responsible for a lot of revenue coming in the door. At the time we were dealing with a competitive offer. We felt that, you know, we threw everything at that contract. That's the answer.
Thank you. There's one final question, again from Mr. Mayne. This is the final online question. Given all that is going on at ARN Media, why did Hamish recently take on the additional chairmanship at DroneShield given that he's also busy as chair of REA and a director of Light & Wonder? Surely this is overboarding?
It's not overboarding. This has come up in the past. I like work. I'm not as occupied as when I was a full-time executive. I haven't missed a board meeting or a committee meeting at all with any of those companies. I had, you know, enough capacity to be able to do DroneShield, but today is all about ARN. I've been highly focused on staying involved and committed to the company, and I think my directors would testify that I haven't skipped a beat at all with anything that we're dealing with at the moment, and I have plenty of capacity to manage all my board roles.
Okay. We have no further questions, I believe, to this resolution, so we'll move to voting on this resolution. The proxies received on this resolution are shown on the screen. Please make your vote online for Resolution 2. I'll now hand back to Hamish.
We now move to item three, the advisory vote on the remuneration report. To provide some background comment, the board believes key management personnel remuneration is appropriate, sorry, is appropriate and benchmarked for a business of ARN's scale and complexity, strengthened through clearer short and long-term incentives that align performance and shareholder outcomes. These settings will continue to be reviewed annually to ensure they remain fair, competitive, and aligned with the company's strategy and long-term value creation. The board notes that the remuneration report did not receive the level of shareholder support we would have liked in the pre-polling. We take this feedback very seriously. The board values the views expressed by shareholders through the vote, and we will engage with shareholders and proxy advisors to better understand the key areas of concern. We now put Resolution 3 to the meeting.
That is that the company remuneration report for the year ended 31 December, 2025 be adopted. Are there any questions here? David Kingston?
Th ank you, Chair. Look, I have two questions on two of the non-executive directors who are both key management personnel, so that's why it's relevant. The first one, Ciaran Davis. He was MD until October 2025. Page 68 of the annual report states, "Mr. Davis has shared 16 years of strong and dynamic leadership at ARN which underpins the company's growth, innovation, and enduring success." We all know that a lot of companies have marketing spiel, platitudes, euphemisms, et cetera, in their annual reports. We all wish Ciaran well in his retirement. Chair, it really does seem to be misleading to refer to the company's, quote, "growth," and secondly, "enduring success" in the same breath as the share value has collapsed over the recent years. Just appreciate your clarification. Is that a misleading comment, Chair?
No, I don't think it is. If you look at the full time as the CEO, he led the Grant acquisition. We're very happy with that. He was actively involved in the simplification of the business. We divested ourselves of many companies to reduce debt and to make sure that we were focused on audio. He was very good with talent. He was instrumental in hiring much of our talent and/or retaining them. I think that's fair.
Chair, I think we both speak Hello? They chopped me off. Okay. I think we both speak the English language, and I've got a lot of respect for you, Chair. If you can look everyone in the face and say that ARN is an enduring success when shareholder value has been decimated, I would be shocked. Do you want to repeat those words, or do you think that they're a little bit misleading?
I don't wanna get into semantics. We know that the industry is under incredible pressure. We think there's a pathway forward. Some of those foundations were built by Ciaran. We respect what he's done. He's decided to step down and to move on with his life. You may not agree with me, but we think that he made a massive contribution in the course of his very long time at ARN. We respect that. You disagree with me, I respect that.
Okay, thanks, Chair. My second comment on another NED is on Paul Connolly. I'm choosing Paul because you are the longest serving director on the board, Paul. You've been there for 16 sorry, 14 years, since October 2012. You're based in Ireland. Good to see you out here today. My question is, board seats are not sinecures. Directors owe a duty to shareholders to deliver shareholder value. Paul was paid last year AUD 167,000 while the share price halved. I'd like to hear from Paul, do you take personal accountability for the huge loss of shareholder value over the period that you've been on the board?
Do you want to take the opportunity today, Paul, to apologize for shareholders who've been punished, with a big shareholder value loss? How long do you intend to stay on the board? Are you gonna be here for another 10 years? I appreciate comments, Chair, from Paul, if I can. Thanks.
I'll just precursor that and just start by saying, we value long-term tenure. You might disagree, but I get this question with other boards that I'm involved in, and REA is a good case in point, where we've got directors that have been on the board for more than 10 years. Paul has international experience and a deep knowledge of radio, and a global view, which we do appreciate. The board also looks at the composition of the board and the relative skillsets. It's that very knowledge that Paul has that helped us deal with the large tax matter that was successfully resolved, I believe, on behalf of ARN, the shareholders, and he was intimately involved in that. We respect his long-term knowledge. He's got good experience with capital markets and with M&A.
He fits in well. Whilst, you know, the sector is under pressure at the moment, we think that that global experience and his skillsets are really valuable. Paul, is there anything you'd like to add? Um, look, It's always hard to talk about yourself.
I can add to that. In terms of my commitment has been extensive over many, many years. You do mention I'm obviously physically present here today, but I attend all of the board meetings, all of the subcommittee meetings, which are pretty extensive. I believe my global knowledge is an important contribution to ARN.
Paul, do you have any regrets? Do you want to apologize to shareholders that over your duration, shareholders have incurred massive losses? You're one of the directors. I presume you take some accountability for those losses.
Well, I'm a member of a board, for a number of years. Obviously, a board is built on majority decisions. I'm absolutely part of all that decision-making process. In terms of individually, being accountable, I'm part of a collective on a board.
Do you regret the fact that while you've been on the board, the shareholders have all lost money? A lot of money?
I think any board director at any company always wants to see the share price going in one direction only. Like anybody, if it goes in the other direction, do your level best to reverse that trend.
As a wealthy international businessman, are you gonna make the same commitment that Hamish has, that you will now, at the low price of AUD 0.26, invest AUD 500,000 in shares?
I would give that due consideration.
Thank you.
Sorry, David. Your line of questioning insinuates that we don't care, and that we're not taking our director's duties responsibly, which we all are. We all feel the pain. We're prepared to front up today and to discuss these matters, which is not easy for anyone. The reality is, we do care. We're plotting a course for the company that we think will return it to strong profits and momentum in the business. I think it's just important that I restate that.
Are there any other questions? Jeremy?
Yes, Hamish. Another one from Stephen Mayne. The proxies were not visible online. Could the Chair summarize the proxies on all resolutions orally? Were there any material protest votes on any other items apart from the REM report? Which proxy advisors recommended against the REM report?
I won't talk on behalf of any of the proxy advisors. I think it's fair to say when you look at the REM Report, there was a strong protest vote, and our anecdotal feedback is that it is exactly that. In terms of my election, I can't speak on behalf of any of the shareholders. That's not my position to do that. Again, I just stress that we take the voting very seriously. We're disappointed with where we're at at the moment, but we think that we have a strong plan to drive the business further.
Thank you, Hamish. The next question is, given the enormous size of the Kyle & Jackie O Show remuneration arrangements, and the management control that Kyle in particular seemed to have over some of the radio operations at ARN, did we ever seek legal advice as to whether his contract should have been disclosed in the REM report?
I'm not talking about Kyle & Jackie O Show. I think we've made that clear before.
Thank you.
Any more?
No further questions online.
Thank you. As there are no further questions in relation to this resolution, we will move to voting on this resolution. The resolution is advisory only and does not bind the directors or the company. In accordance with the Corporations Act, no persons nominated as key management personnel or their closely related parties will vote on this resolution. The proxies received on this resolution are shown on the screen. Please make your vote online for Resolution 3.
Chair, a point of order. Mr. Mayne just said that they can't see that online.
Jeremy, Thank you.
We'll check that. I think he might be making the point that he cannot see all four of them up front, but I'll check that.
Okay. We now move to item four for the establishment of the Non-Executive Director Equity Plan. Voting for supports for the introduction of the plan, which is intended to support the motivation and retention of non-executive directors and increase long-term alignment with shareholders through the ability for directors to elect to sacrifice fees for equity. I now put item four to the meeting to consider, and if thought fit, pass as an ordinary resolution. That for the purposes of ASX listing rule 10.14, and for all other purposes, the grants of restricted rights to non-executive directors in office from time to time under the ARN Media Limited NED Equity Plan, as described in the explanatory note, which forms part of the notice of meeting, is approved for the next three years. A voting exclusion also applies to this item.
Are there any questions on this item? David?
Thank you. Chair, the notice of meeting states, quote, "The company proposes to establish the plan to assist in the motivation, retention, and reward of the Non-executive Directors." I have two questions. Firstly, I think it's tone deaf, Chair, to the long-suffering shareholders, to read that the directors need a new plan to actually motivate them. You did say before that the directors do care. I respect that. Yet we get to this item, and it basically says unless there is a new equity plan, the motivation of directors may be questionable. That's the implication. The first question, is it tone deaf that you're putting this forward to motivate the Non-executive Directors?
I don't think tone deaf is the right expression. Look, the reality is, the directors are highly committed to fixing any issues within the company. I think, in consultation with a lot of shareholders, a greater equity involvement is appreciated, and I think that this plan reflects that.
Look, we all respect that, but why does the notice of meeting state that this is necessary to assist in the motivation and retention and reward of the non-executive directors? It implies that.
Well, just 'cause we hear that from our shareholders. They just want more skin in the game with directors, so it's reflecting that.
Okay. At the moment they're motivated, but they'll be more motivated with the scheme. Is that correct?
Do you wanna spend this whole meeting just splitting hairs on those words?
It's a really important issue, Hamish.
Well, I can tell you, every one of these directors is motivated, with or without the share scheme, to drive the performance of the business.
I accepted that in your previous answer to the previous question, it is concerning that I then read that they need something else to motivate them. I take your point. Let's not split hairs. My second question is on this resolution. Is it fair that the non-executive directors are given the opportunity to acquire shares at basically a historically low price of mid AUD 0.20 level?
We've consulted our shareholders. Our shareholders would like greater skin in the game. I don't think the timing has anything to do with it. If you look at my share purchases, I will only do it once the market is cleansed. We have significant issues that you know about that we have to deal with. You know, we're looking at driving the share price. I think as a philosophy, more skin in the game is a good thing. We have been, as I said, consulting with our shareholders, and they like that. The board has agreed to it.
A lot of questions last year about the low holdings of most directors, apart from, Alison, who's got a huge holding, as part of the Grant deal. Basically, very few purchases after last meeting, which was at about AUD 0.56 a share. We're now sitting in the situation where there'll be a new scheme, whereby people can buy shares at mid-20s. Anyway, thank you, Chair.
Okay.
Hamish, there's one further online question, again from Mr. Mayne. Sorry, just to confirm the procedural point, the proxy votes are showing to online shareholders as we move through the items.
Thank you.
The question is, what were the proxies received on this item four, and can the Chair cite another company which has suffered a 90% REM strike? Was any of the concern on REM related to this plan? If this item was defeated, what would the impact be on director cash payments?
I can't speak on behalf of the proxy advisors. It's not my position to do that. I think that is, what you're seeing on screen is a large protest vote. you know, that is the world we live in. I respect that there's a huge level of dissatisfaction, and so that's reflected in that. That's a large number. We're absolutely committed to fixing this business. Sorry, can you just repeat the last part of that question?
Yes, certainly, Hamish. The question was, if this item four was defeated, what would the impact be on director cash payments?
Belinda, is it? Yeah.
There wouldn't be. I mean, there's nothing to say on that. I mean, obviously the board fees are noted in the remuneration report. This is a salary sacrifice plan, so if it didn't get up, then it wouldn't proceed.
Okay. Thank you. No further questions.
Thank you. As there are no further questions in relation to this resolution, we will move to voting on this resolution. The proxies received on this resolution are shown on the screen. Please make your vote online for resolution four. I now declare the formal business of the meeting closed. Shareholders are reminded that they can submit their vote online until 5 minutes after the meeting closes. The results of the poll will be announced to the ASX later today, and a recording will be available on the company website. We now open the floor for general questions. To ensure everyone has the opportunity for questions, we ask that shareholders limit themselves to two questions to be asked at the same time. This gentleman here, please.
Chairman, Hugh Keller. Shareholder and a proxy holder.
Yes.
I wanted to just ask a question through you possibly to Michael. Michael talked about brand reputation issues.
Yeah.
Do I take it that that forms part of the cross-claim? I appreciate that you said you're not gonna talk about it, but the cross-claim is a public document. It has been filed, so I'd seek a comment on that, please.
I'll ask Michael to talk about maybe brand safety in general, but you can't talk about the court case or the cross-claim.
Yeah, I think, you know, what has been obvious in recent times is that both consumer and advertiser expectations have changed. As I pointed out in my speech, over the period, there were a number of advertisers that had concerns about the safety or the brand safety of some of our content, and as a result, it impacted our revenues through the period, as I said in my speech.
You also said that you expect that to be a situation which will improve this financial year. Is that related in some way?
I think there's some relation there. I, you know, I'm confident that, I think what I said in my speech was over time, that we would see many of those advertisers that potentially didn't advertise in some of our shows or on our network, return to ARN, and that's certainly what I'm hopeful of. I'm also realistic around the timeframe that that is required for that to happen. Some of which we may see in this financial year and some potentially beyond.
Thank you. Chairman, just again, coming back to the cross-claim and the defense of the proceedings, as a shareholder, I think the communication from the board has been very, very scant. I'm sure you can do a better job in consultation with your legal advisors to provide shareholders with greater insight.
I just can't, Hugh. I'm sorry, but I just can't talk about the legal case.
I know you're saying that, but I'm just giving you a perspective from a shareholder that you could do better in your communications, and I'd urge you to have a discussion with your lawyers. I appreciate that from the media circus that's here today, that there's a great deal of interest which has been generated by a certain person, not by the company, but I think the shareholders deserve better at this particular time. It's a bet the company set of proceedings, and I think shareholders, as I say, deserve better.
I understand and I respect your position. We can't talk about it. Thank you. Are there any other questions? Yes.
Good morning. Fred Willard, shareholder. I've got a question for Michael. In your presentation, you referenced the potential for the company to go into video streaming and social video. Interested to hear more about that and how that compares with the existing products that folks like YouTube provide.
Yeah. As I mentioned, you know, we're in an amazing facility here, right here in North Sydney. Our studio's on level 16 and level 17, have the capability and capacity for us to produce video content as well as audio content. My focus, from a strategic point of view has been to utilize the existing talent, content, and shows that we already create, and find a way to monetize that content with no additional cost. An obvious place to start, I think, would be to create video content at the same time that we're producing audio content, and monetize that on platforms that are built for that exact type of distribution. YouTube may be one of them. All of the social platforms are, of course, have video, some video opportunities.
What, you know, what we're seeing coming through, all of our conversations with the team at iHeart in the U.S. is video podcasting is the next big thing. It's coming down the pipe really quickly, and there's no one better placed in Australia to take advantage of that than ARN based on our relationship. That market, as I mentioned, it's an AUD 5 billion market. I'm very familiar with it for obvious reasons, and I think it's a big opportunity to deliver diversified revenue growth for our business and return to our shareholders if we can execute that well.
Okay. Thanks, Chairman. One further question. Again, probably to Michael. Is the agreement with iHeart an exclusive for Australia?
We have the license and have done for some time with iHeart on a licensing agreement for Australia and New Zealand and a number of other markets in Asia, which we obviously haven't done anything with. We do sublicense the iHeart license into New Zealand to NZME, who are great partners of ours. One of the things that I've been very excited about since being at ARN is being a part of the global network. I spend a lot of time talking to my counterparts at iHeart in the U.S. or Bell Media in Canada, our teams in Mexico, and of course the U.K. It gives us global a global view, alongside Paul, obviously, on our board, I think gives us greater perspective in terms of what the opportunities can be moving forward.
Is it exclusive?
Yeah.
Yeah. Any other questions? Okay. Thank you, everyone. We will now officially close the meeting. Thank you.