Good morning, everyone. I'm Philippa Kelly, the Chair of oOh!media Limited. The Supreme Court of New South Wales has directed that I act as Chair of today's meeting, and I report the result of the meeting to the court. It's now 11:00 A.M., which is the scheduled time for the meeting, and I'm advised that a quorum is present. I therefore declare this meeting of oOh!media shareholders open, as convened by the order of the Supreme Court of New South Wales, made on 28th September 2026. First, I would like to acknowledge the traditional custodians of the land on which we meet today, the Cammeraygal people of the Eora Nation. I pay my respects to their elders past and present, and extend that respect to all Aboriginal and Torres Strait Islander peoples joining today.
Secondly, I'd like to thank our shareholders who have come in person today to the meeting at our oOh!media's North Sydney office, or are attending online via the meeting webcast. Today, I'm joined by my fellow directors, CEO and Managing Director James Taylor, and Non-Executive Directors David Ferrarin and Jo Pollard. They're attending in person, and Tim Miles is also attending with us today online. Non-Executive Director David Wiadrowski is an apology. Also here today is Chris Roberts, our Chief Financial Officer and Company Secretary, and we are joined by representatives of Grant Samuel, the Independent Expert, Mallesons, our legal advisor, UBS, our financial advisor, and MUFG Corporate Markets, our share registry, who will act as returning officer for the poll.
The purpose of today's meeting is for shareholders to consider, and if thought fit, approve the proposed scheme of arrangement under which OOH BidCo Pty Ltd, an entity owned and controlled by funds managed or advised by I Squared Capital and its affiliates, would acquire all of the shares in oOh!media. At our annual general meeting in May, we noted the receipt of unsolicited, non-binding indicative proposals for the acquisition of all of the shares of oOh!media. This scheme is the outcome of a comprehensive public process that began in April with an initial proposal of AUD 1.40 per share cash. That process then resulted in multiple competing proposals. I Squared, Pacific Equity Partners, and Oaktree Capital Management were given access to comprehensive due diligence, and the scheme represents the highest offer price received. oOh!media entered into the Scheme Implementation Agreement with BidCo on 10th August 2026.
If the scheme is implemented, shareholders will receive AUD 1.68 cash for each oOh! share held at the record date, subject to the adjustments described in section 5.2 of the Scheme Booklet, including the payment of a permitted dividend. This represents a premium of 98% to the undisturbed closing price of AUD 0.85 on 28th April 2026, a premium of 81% to the one-month volume-weighted average price of AUD 0.93, and a premium of 67% to the three-month volume-weighted average price of AUD 1.00 up to and including that date. Shareholders have also received the interim fully franked half-year 2026 dividend of AUD 0.02 cash per share, which was paid to oOh!media shareholders on 17 September 2026. The board currently intends to determine to pay a fully franked permitted dividend of AUD 0.10 per share before the record date.
This is subject to liquidity requirements, the availability of franking credits, and compliance with applicable legislative requirements. If paid, the scheme consideration will be reduced by the amount of that dividend. Any decision will be announced to the ASX. This will allow oOh!media shareholders the opportunity to benefit from franking credits attached to the permitted dividend. The board appointed Grant Samuel as Independent Expert, and Grant Samuel has concluded that the scheme is fair and reasonable and is in the best interests of oOh!media shareholders, in the absence of a superior proposal. Grant Samuel valued oOh!media shares at between AUD 1.59 and AUD 1.78 per share, and the scheme consideration of AUD 1.68 per share falls within that range.
I confirm that as at this morning, Grant Samuel has not changed or withdrawn its conclusion, and a superior proposal has not emerged. Accordingly, the oOh!media directors, excluding the excluded director David Ferrarin, unanimously recommend that shareholders vote in favor of the scheme. Each of the directors will vote the oOh!media shares that they hold or control in favor of the scheme today. As I said previously, as at today's date, no superior proposal has emerged. In reaching this recommendation, the directors considered the reasons to vote for and against the scheme, as set out in Section 3 of the Scheme Booklet.
In summary, the scheme provides certain and immediate cash value at a significant premium. It is the highest price received following a competitive and comprehensive process, and no brokerage or stamp duty is payable on the transfer of your shares. David Ferrarin has abstained from making a recommendation and from voting any oOh!media shares due to a potential conflict of interest arising from his association with an entity that provided advisory services to I Squared. Mr. Ferrarin did not participate in the provision of those services, nor in the board's consideration of or decision to enter into the Scheme Implementation Agreement.
In relation to the recommendation of James Taylor, shareholders should have regard to the benefits he will receive if the scheme is implemented, which are described in Section 1 of the Scheme Booklet. Implementation of the scheme is subject to a number of conditions, including FIRB and the New Zealand Overseas Investment Office approval, ACCC approval, shareholder approval today, and finally, court approval. On 23 September 2026, the ACCC determined that the transaction may be put into effect on an unconditional basis, and on 23 October 2026, the New Zealand Overseas Investment Office provided its consent to the scheme.
As of today's meeting, the required regulatory approval for implementation of the scheme from FIRB is outstanding, and the statutory period for FIRB to make a decision ends on 13th November 2026. I Squared has confirmed and informed oOh!media that it has no reason to believe that FIRB approval will not be forthcoming or will be materially delayed. Other conditions, including there being no material adverse change, no termination of material contracts contributing AUD 25 million or more in aggregate gross profit, and change of control consents under the change of control contracts clause, which have been received as of today, means that oOh!media is not aware of anything that would cause these remaining conditions precedent to not be satisfied. I will now move to the business of the meeting.
The notice of scheme meeting is set out in Annexure E of the Scheme Booklet, and this was released to the ASX on the 29th of September , 2026, and dispatched to shareholders by 2nd of October, 2026. With your consent, I will take the notice of meeting as read. There is one item of business today, being the resolution to approve the scheme, which I will refer to as the scheme resolution. Shareholders, proxies, attorneys, and corporate representatives attending online can listen to the meeting, ask questions, and vote through the online platform. Instructions are set out in the Online Meeting Guide in Annexure F of the Scheme Booklet. Shareholders registered today on the register at 11:00 A.M. on Saturday, 31 October, 2026, are entitled to vote today. Only shareholders, proxies, attorneys, and corporate representatives may vote, and those attending in person should have received a voting card at registration.
As set out in the notice of meeting, voting on the scheme resolution will be conducted by poll. Please mark either For, Against, or Abstain for the scheme resolution. Please note that if you lodged a direct vote before the meeting and you attend today, your attendance will cancel your direct vote, and you will need to vote again today. Where I have been appointed as proxy, I intend to vote all undirected proxies in favor of the scheme resolution. For the scheme resolution to be passed, it must be approved by, unless the court orders otherwise, a majority in number, that is more than 50%, of oOh!media shareholders present and voting at the meeting, whether in person, by proxy, attorney, or in the case of a corporation, by corporate representative, and at least 75% of the votes cast on the scheme resolution. I now declare the poll open.
The poll will remain open until I declare it closed at the end of the meeting, and I will advise shareholders before doing so. Shareholders will have a reasonable opportunity to ask questions about the scheme. Questions may be asked from the floor or through the online platform. For those in the room, please raise your hand and wait for a microphone, then state your name, and if you are a proxy holder or representative, the shareholder that you represent. Please keep your questions relevant to this scheme. If we receive the same or a similar question more than once, we will answer it once. We are not able to provide any information that has not been disclosed in the Scheme Booklet or otherwise to the market. I will endeavor to answer your questions. However, I may refer a question to another representative on notice if necessary.
Scheme resolution is shown on the screen and is to consider, and if thought fit, pass a resolution in accordance with Section 411, Subparagraphs 4(a)(ii) of the Corporations Act 2001. I will now take questions on the scheme resolution. Are there any questions from the floor?
Good morning, Chair. How are you? My name's Peter Starr, and I'm a shareholder, and I also am carrying proxies. Just some questions I have. You talk about the AUD 0.10 that'll come back maybe, and then that brings the price down to AUD 1.58, correct?
First of all, thank you for your question, Peter. It is a different. The total consideration received will still remain AUD 1.68, but if the permitted dividend is declared, it will comprise AUD 0.10, which will have franking credits attributed to it, and AUD 1.58 in relation to what is proposed under the ordinary scheme.
That would be proposed, would be two separate payments, or it'll be one payment?
That is correct, Peter. If the permitted dividend is declared, the record date for that will be prior to the record date of the scheme, and the consideration would be paid prior to the consideration under the scheme.
Okay, thank you. Another question I have is that Grant Samuel's team that did the recommendation or looked at the fair value, most of the value, they used the company somewhere between AUD 1.95 and upwards. I'm just like Morningstar's value is AUD 1.95. I'm just wondering what the board or yourself considered, given that there were three bids in the process, and we went with the BidCo proposal.
Peter, I think as I've already said, the proposal received from BidCo was the highest consideration after the competitive and comprehensive process. In relation to the price that is the range that Grant Samuel has provided, we have treated that as the independent expert advice, based on the proposal at the time, and did not take into consideration the Morningstar recommendation.
Does the board feel that the price offer, which it stands at AUD 1.68, we've received the AUD 0.02 dividend already, which would have made it the AUD 1.70. Does that mean that the board feels that BidCo, they couldn't adjusted the price up? Given that there was a number of bids over the three, and people did move different prices over that time.
The initial bid received in April was AUD 1.40. The board then engaged with a number of particular financial institutions, and three institutions that I've mentioned engaged in comprehensive due diligence. The board took into account the indicative proposals, and the scheme that is being put today is the highest offer price that is being provided. The board has taken into consideration the significant premium that I've gone through to the undisturbed share price trading prior to receipt of the bids. The scheme consideration also falls well within the independent expert's valuation of AUD 1.59 - AUD 1.78. As noted by the independent expert, any future growth of the business, which would generate any value in excess of the scheme consideration, would take a number of years and carry significant execution and market risk.
I do note that the scheme will not proceed unless those shareholders approve it today by the requisite majority at this meeting, and it is also subsequently approved by the court. Thank you.
Just another question. If it is approved, when do you expect that it would be all finalized and people would receive their money?
Based on the current timetable, Peter, the implementation date is predicted to be 10th of December . oOh!media has continued to make a number of announcements through to the ASX, so you will be able to view the progress of conditions precedent being met as you go through to that date. Currently, we anticipate the 10th of December .
Okay, thank you.
Thank you, Peter. Are there any other questions from the floor? Are there any questions online?
There are, Chair. This is another question regarding valuation and the decision to sell. The shareholder said, "I appreciate the board's explanation of the premium offered, the comprehensive bidding process, and the certainty of receiving AUD 1.68 per share. I also recognize that the Independent Expert has considered the company's longer-term earnings potential and the risks associated with remaining independent. However, the expert's report acknowledges that the company could potentially generate value exceeding the scheme consideration under certain circumstances. I'd therefore be interested in understanding which particular risks or assumptions were most influential in the board's decision to recommend accepting AUD 1.68 now rather than allowing shareholders to retain their investment and participate in the company's future growth. In particular, how did the board weigh the potential benefits of continued digitization, improving operating performance, and the company's longer-term strategy against the certainty of the current offer?
I appreciate these matters have been addressed to varying degrees in the Scheme Booklet already.
Thank you, Nicole, and I do believe I've responded to that question with sufficient detail in responding to Peter's question. Thank you.
A second question around management equity arrangements and potential conflicts. "I note the disclosures on pages 12- 13 of the scheme booklet regarding James Taylor's existing incentive arrangements and the ongoing discussions with I Squared Capital concerning a potential future management equity plan. I also acknowledge the disclosure that James Taylor abstained from the board's determination regarding his ability to make a recommendation on the scheme. What remains unclear to me is when discussions concerning future management equity participation first commenced, particularly in relation to the negotiations over the acquisition price. Were any such discussions taking place while the offer price was still being negotiated? If so, what safeguards were in place to ensure the potential future financial interests of management were appropriately separated from the negotiations conducted on behalf of existing shareholders?
Thank you, Nicole. Discussions between oOh!media management and BidCo in relation to the treatment of employee incentive entitlements remain ongoing. These discussions commenced after the execution of the scheme implementation agreement, so I think that answers the question. No agreement has been reached as at the time of this meeting. Thank you.
We've got two further questions. This one's around the logistics of the meeting. "Thank you for disclosing the proxy votes early to the ASX, along with the formal addresses, and thank you for opening the live online voting today half an hour before kickoff. Why did it take so long to see the light and offer shareholders a hybrid meeting, including a physical location and the ability to participate online? Will a full copy of the webcast be made available on our website for the benefit of shareholders who are unable to tune in live, at least until the deal closes?
Thank you. Well, actually, oOh!media has always conducted hybrid annual general meetings, and I note that this is not an annual general meeting, but we are conducting it as a hybrid meeting. I can confirm that a webcast of today's proceedings will be available on our website.
The final online question is around proxies. "The proxy turnout was 363 shareholders on the headcount metric when our last annual report said that we have 4,963 shareholders, suggesting a proxy voting participation rate of 7.31%. Is that regarded as good? What sort of proxy solicitation campaign did you run to get out the vote? Apart from the Chair casting undirected proxies, how many shareholders have voted online so far today, as I have done? Are there many voting shareholders in the room?
The registry may be able to answer some of those questions. In relation to a proxy solicitation program, the company did not undertake one. This is a very prescribed process, undertaking a scheme of arrangement, and the booklet stands as it does with all the requisite information. In addition to that, after the announcement of the scheme, I met with a number of investors who indicated that they were in favor of the scheme that was likely to proceed, and therefore, we did not conduct any further engagements. Do we have any indications of numbers?
There are a number of shareholders online and in the room, and the votes will be reported after the meeting.
Thank you. Are there any remaining questions?
No.
Thank you, Nicole. I will now put the scheme resolution to the meeting. Detailed on the slide are the proxy and direct votes received before the meeting. The directors, excluding the excluded director, unanimously recommend the shareholders vote in favor of the scheme resolution in the absence of a superior proposal having been received and the Independent Expert having confirmed this morning that the scheme is in the best interests of oOh!media shareholders. Please now record your vote on your voting card or through the online platform, and the registry will come around and collect your cards. Please note that voting will remain open until the conclusion of the five-minute voting window for online participants. I can see that everyone in the room has voted. Thank you. I will now declare the poll closed for those in the room. Thank you.
The results of the poll will be announced to the ASX as soon as they are available a little later today. If the scheme resolution is passed by the requisite majority, oOh!media will apply to the Supreme Court of New South Wales for orders approving the scheme at the second court hearing, scheduled for 9:15 A.M. on Wednesday, the 18th of November 2026. Any shareholder may appear at that hearing, and a shareholder who wishes to oppose approval must file and serve a notice of appearance at least one day beforehand, as set out in the Scheme Booklet. If the court approves the scheme, it is expected to become effective on Thursday, the 19th of November 2026, which will be the last day of trading in oOh!media shares.
The record date for the permitted dividend, if determined, is expected to be Wednesday, 25 November, and with payment on the 2nd of December. The record date for the scheme is expected to be 5:00 P.M. on Thursday, the 3rd of December, and implementation, when the scheme consideration is paid, is expected to occur on Thursday, 10 December 2026. As I have said previously, these dates are indicative and subject to change, and any changes will be made and announced to the ASX. Shareholders with any further questions about the scheme can contact the shareholder information line as set out in the Scheme Booklet. As there is no other business this morning, I will now close the meeting. On behalf of the board, thank you for your attendance and participation today, and for your support of oOh!media. I now declare the meeting closed.