Seven Network (Operations) Ltd., entered into a conditional share sale agreement to acquire Prime Television (Holdings) Pty Limited and Seven Affiliate Sales Pty Ltd., from Prime Media Group Limited (ASX:PRT) for approximately AUD 130 million on October 30, 2021. Pursuant to the terms of the agreement, Seven Network (Operations) Ltd., shall acquire Prime Media Group Limited's business and assets and all related subsidiaries. By completion, Prime Media Group Limited is expected to have approximately AUD 10 million cash on hand with the balance of Prime Media Group Limited's cash held in various subsidiaries to be acquired by Seven Network (Operations) Ltd. On this basis Seven Network (Operations) Ltd., would pay Prime Media Group Limited AUD 121.9 million on completion. Prime Media Group Limited would be able to distribute net cash on hand to shareholders via a combination of franked dividends or capital return. Seven Network (Operations) Ltd., has successfully refinanced its existing AUD 500 million Syndicated Facility Agreement (“SFA”). The new SFA, underwritten by ANZ and Westpac, has been increased to AUD 600 million to facilitate the acquisition of the Prime Media Group business. The new SFA is on a materially better basis than the existing facilities, with a 50% margin reduction, reversion to less restrictive terms and conditions, and a three-year term. As a sale of a main undertaking for ASX Listing Rules purposes, the acquisition will be subject to a vote of Prime Media Group Limited shareholders to be held in December 2021. The transaction is subject to shareholders passing an ordinary resolution to approve the transaction pursuant to ASX Listing Rules 10.1 and 11.2 at an Extraordinary General Meeting of Prime shareholders (EGM); shareholders approving the capital reduction component of the Proposed Distribution (Capital Reduction); ACCC approval and customary regulatory matters; and no material adverse change occurring or otherwise becoming known to Prime between the date of the SSA and the date of the EGM. Prime Media Group Limited has indicated that its Board intends to unanimously recommend that Prime Media Group Limited shareholders vote in favor of the proposal in the absence of a superior proposal and subject to an independent expert concluding that the proposed transaction is in the best interests of Prime Media Group shareholders. As on December 9, 2021, the transaction was not opposed by ACCC. The dispatch of notice of meeting & explanatory memorandum including independent expert report is scheduled to take place in late November 2021, asset sale meeting will be held in December 2021, whereas the transaction is expected to complete in late December 2021. As on December 23, 2021, the transaction is approved by shareholders of Prime Media Group Limited and is now expected to close on December 31, 2021. The transaction is highly earnings accretive both before and after synergies. Seven Network (Operations) Ltd., is being advised by Stanton Road Partners as financial adviser and Rebecca Maslen-Stannage of Herbert Smith Freehills as legal counsel. The Prime Media Group Limited board has appointed Lonergan Edwards & Associates Limited as an Independent Expert. Prime is being advised by E&P Corporate Advisory as financial advisor and Allens as legal adviser. Prime is being advised by E&P Corporate Advisory as financial advisor and Allens as legal adviser.

Seven Network (Operations) Ltd., completed the acquisition of Prime Television (Holdings) Pty Limited and Seven Affiliate Sales Pty Ltd., from Prime Media Group Limited (ASX:PRT) on December 31, 2021.