NEWSQUEST CAPITAL LIMITED Annual Report and Financial Statements for the Year Ended 31 December 2019

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Company Registration No. 3085915

NEWSQUEST CAPITAL LIMITED

Annual Report and Financial Statements for the year ended 31 December 2019

Company Registration No. 3085915

Strategic report 1

Directors' report 3

Independent auditor's report 5

Income statement 11

Statement of changes in equity 12

Balance sheet 13

Notes to the financial statements 14

Country of incorporation: A company incorporated in Great Britain and registered in England and Wales.

Registered address: Loudwater Mill, Station Road, High Wycombe, Buckinghamshire, HP10 9TY

NEWSQUEST CAPITAL LIMITED

STRATEGIC REPORT The directors present their strategic report for the year ended 31 December 2019.

PRINCIPAL ACTIVITIES AND REVIEW OF THE BUSINESS Newsquest Capital Limited (“the company”) is a wholly owned subsidiary undertaking of Newsquest Limited (collectively with other subsidiaries “the group”). The company’s principal activity remains to be that of a holding and investment company and the directors expect this to continue for the foreseeable future. The company’s subsidiaries operate within the publishing and printing industry. On 13 November 2019 the company issued 5,000,000 £1 special ordinary shares in the company to the shareholder, Newsquest Limited at par, £5,000,000. The purpose of the capital contribution was to pass the £5,000,000 invested down the group to Newsquest Media Group Limited. Following the completion of the above transactions it was subsequently resolved on 13 November 2019 to reduce the share capital of the company by the cancellation of £5,000,000 from the £1 special ordinary shares and to transfer this amount to the profit and loss reserve. At the year end the company wrote down the value of its investment in Newsquest Media Group Limited, by £8,605,000 (2018: £30,874,000), to its recoverable amount as at 31 December 2019. KEY PERFORMANCE INDICATORS The company is a holding company and the directors do not believe there are any key performance indicators. ANTI-CORRUPTION AND ANTI-BRIBERY It is Newsquest’s policy to conduct all business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate, implementing, and enforcing effective systems to counter bribery. We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate. However, we remain bound by the laws of the UK, including the Bribery Act 2010, in respect of our conduct both at home and abroad. PRINCIPAL RISKS AND UNCERTAINTIES The company operates as an intermediary holding company within the Gannett Co., Inc. group of companies. The ability of the company to pay the interest on its intercompany borrowing is dependent on the success of its wholly owned operating subsidiary, Newsquest Media Group Ltd, to generate sufficient operating cash flows to distribute as dividend income. The company has no obligation to fund any of its subsidiaries. The principal risks and uncertainties of this company are therefore those affecting Newsquest Media Group Ltd which are set out below. Consistent and sustainable revenue generation Newsquest Media Group Ltd along with its trading subsidiaries operate in a competitive and dynamic environment where maintaining and developing the interest of the audience is critical to its commercial success in attracting advertisers and readers. Competing newspapers and alternative media, including the internet, impact the company’s ability to grow revenues. The company manages this competitive risk by continually seeking to ensure its products meet the needs of the communities it serves and investing in internet-based services. General economic conditions and COVID 19 The company and its trading subsidiaries are also exposed to the general economic conditions that affect their advertisers and readers, particularly in the property, motors and employment advertising markets. The company’s profitability is also affected by workforce costs, the main operating costs of the company, along with newsprint prices. The ability of the company to flex these costs in line with revenues in the short term is limited. The post balance sheet event of the COVID-19 pandemic has brought a deep economic slowdown at an unprecedented rate. Our top priorities have been to ensure the safety of our employees and to continue to deliver trusted relevant local content to the communities we serve during this period. We moved quickly to implement work-from-home policies as well as implement UK government guidance in our production and distribution operations, which has allowed us to continue to operate. Revenues have been significantly impacted and we have taken several measures designed to mitigate the impact on our operating performance and to strengthen the company’s balance sheet and liquidity position.

1 NEWSQUEST CAPITAL LIMITED

STRATEGIC REPORT (CONTINUED) PRINCIPAL RISKS AND UNCERTAINTIES (CONTINUED) General economic conditions and COVID 19 (continued) The main initial measures have been furloughs under the UK government’s job retention scheme, pay reductions and unpaid leave for managers on top of pay reductions. All non-essential expenditure has been cancelled. The trustees of the Newsquest Pension Scheme have also agreed a deferral of pension deficit reduction contributions which the company plans to make good as soon as possible. Pension funding Newsquest Media Group Ltd, as the principal employer of the Newsquest Pension Scheme (the Scheme), is ultimately responsible for meeting any deficit in the pension scheme. On 31 March 2011 the Scheme closed the future accrual of pension benefits. With effect from 1 July 2018 the company reached agreement with the Newsquest Pension Trustee that annual increases in pension benefits will be with reference to CPI in all sections of the Newsquest Pension Scheme and agreed a more conservative funding and investment basis for the Scheme, which will enhance the security of pensioner benefits. The new schedule of contributions aims to eliminate the deficit on the Scheme’s new funding basis by the end of 2021. The schedule of contributions means that the vast majority of Newsquest Media Group Ltd’s free cashflow is applied to the Scheme. A deferral of contributions in 2020 to 2021 has been agreed with the Trustees but the company now expects to make those good in 2020. CORPORATE GOVERNANCE – S172 STATEMENT The company has noted the Wates Corporate Governance Principles for large private companies, and s172 of the Companies Act 2006. Newsquest Capital Limited’s principal activity is that of a holding company and as such its strategic decisions are made by the same directors that are on the Newsquest Media Group Limited board. Details of the group’s key principles of the business and comments on the actions taken around these in relation to the Wates Corporate Governance Principles are disclosed in the Strategic Report of Newsquest Media Group Limited. This report was approved by the Board and signed on its behalf on 16 November 2020 by:

P Hunter Director

2 NEWSQUEST CAPITAL LIMITED

DIRECTORS’ REPORT The directors present their report and the audited financial statements for the year ended 31 December 2019. RESULTS, DIVIDENDS AND FUTURE PROSPECTS The result on ordinary activities after taxation amounted to a loss of £29,258,000 (2018 - £38,420,000 loss). The loss in the current and prior year arose from interest charges on £270,000,000 9.5% notes issued to Gannett International Finance LLP on 26 April 2016 together with a write down in its subsidiary undertaking investment. The company’s principal activity remains to be that of a holding and investment company and the directors expect this to continue for the foreseeable future. There were no interim dividends paid in the period (2018 – £nil). The directors did not recommend a final dividend (2018 - £nil). DIRECTORS The following directors held office during the period and up to the date of signing the financial statements: R Dickey (resigned 7 May 2019) A Engel (resigned 31 March 2020)

B Wall (resigned 30 January 2020) H Faure Walker P Hunter

P Bascobert (appointed 30 January 2020, resigned 19 June 2020) D Horne (appointed 19 June 2020)

M Reed (appointed 30 January 2020)

DIRECTORS’ QUALIFYING THIRD PARTY INDEMNITY PROVISIONS The group maintains Director’s and Officer’s liability insurance for the directors during the course of their employment. The insurance will cover the directors’ legal costs incurred in defending any proceedings brought by third parties. Such qualifying third party indemnity provision remains in place as at the date of approving the Strategic Report and Directors’ Report. DIRECTORS’ RESPONSIBILITIES The directors are responsible for preparing the Strategic Report, the Directors’ Report and the financial statements in accordance with applicable UK law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:  select suitable accounting policies and then apply them consistently;  make judgments and accounting estimates that are reasonable and prudent;  state whether applicable United Kingdom Accounting Standards, including FRS 101, have been followed, subject to any material departures disclosed and explained in the financial statements; and  prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

3 NEWSQTTEST CAPTTAI trMrTED DTRECTORS' REPORT (COI{TINUEI}) FINAIYCIAL RISKS Consistent and sustainable revenue generation The company's trading subsidiaries operate in a competitive and dynamic envfuonment where maintaining and developing the interest of the audience is critical to its commercial success in attracting advertisers and readers. Competing newspap€rs and alterrative media" including the internet, impact the company's ability to grow revenues. This competitive risk is managed by continually seeking to snsure products meet the needs of the communities they serve and investing in internet-based services. This investuent in digital media by the group is creating promising opportunities for revenue generation. General economic conditions The company's trading subsidiaries are also exposed to tre general economic conditions that affect their advertisers and readers, particuldy in the pnoperg, motors and employment advertising maftets. Profitability is also affected by workforce costs, the main 6psrating costs of the trading subsidiaries, along with newsprint prices. The ability of the tading subsidiaries to flexthese co*s in line with revenues hthe short t€rrn is limited. Financial risk

The company is funded by f270,000,000 9.5026 lom notes issued to Gannett International Finance LLP, a wholly oumed member of the Gannett Co., Inc., worldwide goup. The company is only able to pay the interest on the debt to the exteat that cash is available to distibute up from fte tading subsidiaries. Gannett Intemational Finance LLP has given assurances to the company that the debt fuading facilities will continue to be available for the foreseeable future irrespective. GOING CONCERN The company's business activities, together with the factors likely to affect its future developme,nt md position, are set out above in the Strategic Report under the sections principal activfies and review of the business, and principal risks and uncertainties, and in the Directors' Report under future prospects. The company has net current liabilities of f,71,431,000 and shareholders' deficit of f,156,910,000 as of the current year-end and incurred a loss for fte year of f29,25E,N4. The directors have received as$manoes from Gannett International Finance LLP trat the debt ftnding facilities which includes the fixed term loan note made to the company, including waiver of my historic md / or prospective breaches of covenants, will continue to be made available to fte company for the fueseeable futne being at least one year from &e date fte finmcial state,ments of the company forthe period ended 31 December 2019 are siped. The company has no obligaionto fund any of its subsidiaries. On the basis of their assessne,nt of fte compmy's financial position, the confirmation from Gmnett Inteinational Finance LLP and the lack of any funding obligations to its subsidiaries, the compy's directors have a reasonable expectation that the oompay will be able to continue in operational existeirce for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the mnual finmcial sEtements.

DISCH)SURE OF IMORMATION TO AUDTTORS The directors who were members of tile Board at the time of ryproving the Strategic Report md Directors' Report are listed on page 3. Having made enquiries of fellow dircctors and of the company's auditors, each of these dir€ctors confirm that: o to the best of each directors' knowledge md belief, fie,re is no informdion relevmt to the pneparation of their report of which the company's auditors arre rmaware; and o each director has taken all steps a director might rcasonably be opected to have taken to be awu,e ofrelevant ardit information and to establish that the compmy's auditors are awae of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s4l8 of the Companies Act 2006.

AUDITORS Ernst & Young LLP are dee,med to be reappointed in accordance with m elective resolution made mder Section 386 of the Companies Act 1985 which continues in force under the Companies Act 2006. This report was approved by the Board and sigped on its behalf on 16 November 2ffz0by:

P Hunter Direc0or

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NEWSQUEST CAPITAL LIMITED Opinion We have audited the financial statements of Newsquest Capital Limited (the ‘company’) for the year ended 31 December 2019 which comprise the Income Statement, the Statement of changes in equity, the Balance Sheet and the related notes 1 to 14, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

 give a true and fair view of the company’s affairs as at 31 December 2019 and of its loss for the year then ended;

 have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

 have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report below. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

 the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or  the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Overview of our audit approach

Key audit  Valuation and impairment of investments totalling £184.5m matters  Going concern, including the impact of Coronavirus

Materiality  Overall materiality of £922,000 which represents 0.5% of total fixed assets.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NEWSQUEST CAPITAL LIMITED (CONTINUED)

Risk Our response to the risk Key observations communicated to those charged with governance

Valuation and impairment of  We updated our understanding of We have concurred investments totalling £184.5 management’s annual impairment testing with the company’s million (2018: £188 million) process to assess the appropriateness of the impairment assessment carrying value of investments. on the estimated Refer to Accounting policies recoverable amount (pages 14 to 15); and Note 7 of the Financial Statements (pages 17 to 18)  We obtained and reviewed the company’s and to the impairment assessment of the recoverable amount of the amount of £8.6m investment in subsidiary undertaking. In recorded for this year The company operates as an reviewing the recoverable amount for the investment in intermediate holding company determined by management we assessed (i) subsidiary undertaking. within the Gannett Co., Inc. group the methodology of the impairment exercise of companies. All of its material consistency with the requirements of IAS 36 transactions are with fellow group – Impairment of Assets; (ii) the undertakings and as such its reasonableness of the assumptions activities are dependent on the considered in the calculation of the value in activities of the Gannett Co., Inc. use by challenging the key assumptions group of companies as a whole. utilised in the cash flow forecasts, assessing long term growth rates and discount rate The company has a wholly owned applied by comparing to third party trading subsidiary, Newsquest evidence and with the assistance of Media Group Limited, and valuation specialists, and performing a indirectly owns all other trading sensitivity over the key assumptions to companies in the Newsquest consider the extent of change on those Media Group of companies. This assumptions; (iii) the adequacy of the subsidiary is classified as an market approach valuation in the calculation investment held as fixed assets of the fair value less costs of disposal by and is stated at cost, less challenging the assumptions used by provision, if appropriate, for any management in determining the fair market impairment in value. The carrying value of the assets by utilising comparable value of the investment is market data. reviewed for impairment where there are indicators of  The recoverable amount is based on the fair impairment. The recoverable value less costs of disposal which is below amount is determined as the the investment carrying value as at year end. higher of an asset's fair value less An impairment of £8.6m was recorded costs of disposal and its value in against the investment amount for the use. difference with the fair value less costs of disposal. The fair value of the investment is determined using market inputs and recent arm’s length market transactions for comparable companies, in accordance with IFRS 13.

Due to the size and nature of the account and the subjectivity of estimates of fair value using market inputs from comparable companies, we considered this account to be a significant risk of material misstatement.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NEWSQUEST CAPITAL LIMITED (CONTINUED)

Risk Our response to the risk Key observations communicated to those charged with governance

Going concern, including the In forming our conclusions over going concern, we We concur with the impact of Coronavirus evaluated the Directors’ assessment, including the Directors’ assessment consideration of impacts arising from COVID-19. that it remains Refer to Strategic Report (page 1 Our procedures in respect of going concern appropriate to prepare to 2), Directors’ Report (page 3 included: the financial to 4), and the accounting statements on a going policies (page 14 to 15).  Obtaining a letter of support from GIF to concern basis. Newsquest Capital Limited to confirm (i) the continued availability to the company We have concluded The COVID-19 pandemic has of debt funding facilities including the that the disclosures in brought a deep economic slowdown at an unprecedented fixed term loan note made to the company; respect of going rate, as broad swathes of the (ii) that GIF will continue to make concern in the population curtail their activities facilities available to the company to financial statements to slow the spread of the virus. enable it to settle its liabilities as they fall are appropriate. This has translated into an due for a period of at least one year from adverse impact on the UK the date of the approval of the financial economy. statements of the company; and (iii) that

GIF waives any breach of historic and / or The Directors have specifically prospective covenants of the fixed term considered the impact of this on loan note to GIF (prospective being at the company’s business and the least one year from the date the financial preparation of the financial statements of Newsquest Capital Limited statements, including on the for the period ended 31 December 2019 going concern assessment and are signed). post balance sheet events disclosures. The Directors have concluded that the impact of  Obtaining and assessing the management COVID-19 is a non-adjusting going concern and Covid-19 assessment post balance sheet event under which refers to the letter of support from IAS 10 “Events After the GIF confirming the waiver of any related Reporting Period” and therefore debt covenant breach of the fixed term no adjustments have been made loan, in addition to obtaining to the primary financial management’s going concern assessment statements or the notes to the of the sole direct subsidiary of the financial statements. The company and the main trading entity of the Directors continue to adopt the UK group of entities, Newsquest Media going concern basis of Group Limited (“NMG”), which is self- accounting in preparing the sufficient to meet its liabilities as they fall annual financial statements. due and continue as a going concern for a period of at least 12 months from the date As the company is an of approval of its financial statements. We intermediate holding company have reviewed the liquidity position of with it only holding a fixed term NMG and performed stress testing over its loan due to fellow group entity, cash flow forecasts, and based on our Gannett International Finance procedures we are satisfied that NMG has LLP (“GIF”), it is reliant on GIF sufficient funds to continue as a going to waive any breach of covenants concern for at least the next year without for the fixed term loan. The company also lacks any other recourse to Newsquest Capital Limited or obligation or guarantee in other external financing, also noting the relation to any of its subsidiaries. cash on hand held by NMG at 30 September 2020.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NEWSQUEST CAPITAL LIMITED (CONTINUED) Risk Our response to the risk Key observations communicated to those charged with governance

Going concern, including the impact of Coronavirus (continued)  We assessed the reasonableness of the forecasted impact of the mitigating actions There remains a considerable taken by the directors of NMG to preserve level of uncertainty about the liquidity for NMG, and those that can still duration of this pandemic and be taken should the need arise. its medium to long term consequences. Significant  We validated the lack of any other judgement has been exercised obligations by the company to other group by the Directors in reaching entities and confirmed that incidental their conclusions. expenses of the company are borne by NMG.

In the prior year, our auditor’s report included a key audit matter in relation to valuation and impairment of investments. In the current year, our auditor’s report included additionally a key audit matter in relation to Going concern, including the impact of Coronavirus.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NEWSQUEST CAPITAL LIMITED (CONTINUED) An overview of the scope of our audit Tailoring the scope Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for the company. This enables us to form an opinion on the financial statements. We take into account size, risk profile, the organisation of the company and effectiveness of controls, including controls and changes in the business environment when assessing the level of work to be performed. All audit work was performed directly by the audit engagement team. Our application of materiality We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in forming our audit opinion. Materiality The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures. We determined materiality for the company to be £922,600 (2018: £940,000), which is 0.5% (2018: 0.5%) of total fixed assets. We believe that total fixed assets provides us with a consistent year on year basis for determining materiality and is most appropriate as the company is in a net liability position and is not trading. Performance materiality The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality. On the basis of our risk assessments, together with our assessment of the company’s overall control environment, our judgement was that performance materiality was 75% (2018: 75%) of our planning materiality, namely £691,900 (2018: £705,000). We have set performance materiality at this percentage due to the absence of material misstatements in the prior year. Reporting threshold An amount below which identified misstatements are considered as being clearly trivial. We agreed with those charged with governance that we would report to them all uncorrected audit differences in excess of £46,000 (2018: £47,000), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevant qualitative considerations in forming our opinion. Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact. We have nothing to report in this regard.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NEWSQUEST CAPITAL LIMITED (CONTINUED)

Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit:  the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and  the strategic report and directors’ report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or directors’ report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:  adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or  the financial statements are not in agreement with the accounting records and returns; or  certain disclosures of directors’ remuneration specified by law are not made; or  we have not received all the information and explanations we require for our audit. Responsibilities of directors As explained more fully in the directors’ responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Use of our report This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Philip Young (Senior statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor London November 2020

10 NEWSQUEST CAPITAL LIMITED Company Registration No. 3085915

INCOME STATEMENT For the year ended 31 December 2019

Year ended Year ended 31 December 31 December 2019 2018 Notes £’000 £’000

Administrative expenses (3) (3) Impairment of investment in subsidiary undertaking 2,7 (8,605) (30,874)

OPERATING LOSS 2 (8,608) (30,877)

Interest payable and similar expenses 4 (25,650) (25,650) Income from fixed asset investments 5 5,000 18,107

LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (29,258) (38,420)

Income tax (charge)/credit 6 - -

LOSS FOR THE FINANCIAL PERIOD 10 (29,258) (38,420)

All the above transactions relate to continuing operations. There were no gains or losses for the period or the preceding period other than those included in the income statement above and therefore no separate Statement of Other Comprehensive Income has been presented. The notes on pages 14 to 19 form part of the financial statements.

11 NEWSQUEST CAPITAL LIMITED Company Registration No. 3085915

STATEMENT OF CHANGES IN EQUITY Year ended 31 December 2019

Share Retained capital earnings Total £’000 £’000 £’000

At 31 December 2017 - (94,232) (94,232) Loss for the year - (38,420) (38,420)

At 31 December 2018 - (132,652) (132,652) Loss for the year - (29,258) (29,258) Issue of shares – see note (a) below 5,000 - 5,000 Capital reduction – see note (b) below (5,000) 5,000 -

At 31 December 2019 - (156,910) (156,910)

Note (a): On 13 November 2019, a special resolution was passed to increase the share capital by £5,000,000 through the issue of 5,000,000 special ordinary shares of £1 each to the shareholder, Newsquest Limited. Note (b): Following the completion of the above transaction, it was subsequently resolved on 13 November 2019 to reduce the share capital of the company by the cancellation 5,000,000 £1 special ordinary shares and transfer these amounts to distributable reserves. There is no Other Comprehensive Income in either period.

12 NEWSQTTEST CAPTTAT LrMrrEn Company Registration NoJ)85915

BALANCE SHEET 31December20l9

?!n9 201t t 000 f000 f,000 f'000 FD(BDASSETS Invesments lu,52l 188,126

CT'RRENT LIABIIJTIES Creditors: amounts falling due within one year Amounts owed to group undermkings (7t./.3t) (50,778)

NET CI'NRENT LIABILITIES (7tA3r) (50,778)

TOTAL ASSETS LESS CTJRRENT il3,090 137,348 LIABILITIES

NON-CT'RRENT LIABILMIES Amounts owed to group unilertaking (270,000) (270,000)

NETLHBILITIES (l569l0) : (t32,652)

CAPITAL AND RESERVES Called up share capial 9 Retained deficit l0 (ls6g1o) (132,652)

TOTALDEMCIT l0 (ls6Blo) (132,652)

The notes m Fges 14 to 19 form prt of fre finmcial statem€nfs.

The fmancialstatomentsonpages ll to 19wereqprovedbytheBoudof Directorsandsignedonitsbehalf- on 16 November2O20 by: ?c^^^I\.}<--"-

P Hunter Director

l3 NEWSQUEST CAPITAL LIMITED

NOTES TO THE ACCOUNTS Year ended 31 December 2019

1. ACCOUNTING POLICIES Basis of preparation of financial statements

The company meets the definition of a qualifying entity for the purpose of FRS 101 (Financial Reporting Standard 101). The financial statements have therefore been prepared in accordance with FRS 101 ‘Reduced Disclosure Framework’. As permitted by FRS 101, the company has taken advantage of the disclosure exemptions available under that standard in relation to: the requirements of paragraphs 10 (d), 39 (c) and 134- 136 of IAS 1 Presentation of Financial Statements, the requirements of paragraphs 30 and 31 of IAS 8 Accounting policies, Changes in Accounting Estimates and Errors; the requirements of IFRS 7 Financial Instruments, the requirements of paragraphs 130 (f)(ii) – 130 (f)(iii), 134 (d) – 134 (f) and 135 (c) – 135 (e) of IAS 36 Impairment of Assets, the requirements in IAS 24 Related Party Disclosures and the requirements of IAS 8.30 and 31 on new and not yet effective standards. The company is exempt from preparing group financial statements under Section 401 of the Companies Act 2006 as it is a wholly owned subsidiary undertaking. Accordingly, these financial statements present information about the company and not its Group. Gannett Co. Inc., the ultimate parent company publishes consolidated financial statements which includes the cash flows of the company. The company has therefore taken advantage of the exemption granted by Financial Reporting Standard 101 – ‘Reduced Disclosure Framework’, to not present a cash flow statement as required by IAS 7. The principal accounting policies adopted are set out under the notes below. The financial statements of the company do not comply with all the requirements of IFRSs and do not therefore contain the unreserved statement of compliance set out in paragraph 16 of IAS 1 “presentation of financial statements”. COVID 19 The COVID-19 pandemic has brought a deep economic slowdown at an unprecedented rate as broad swathes of the population have had to curtail their activities to slow the spread of the virus. As a group our top priorities have been to ensure the safety of our employees at the operating subsidiaries and for those businesses to continue to deliver trusted, comprehensive content to our communities during this period. We moved quickly to implement work-from-home policies as well as implement UK government guidance in our production distribution facilities, which has allowed us to continue to provide our essential products and services. We expect the revenues of the operating subsidiaries to be significantly impacted and have taken several measures designed to mitigate the impact on our operating performance and to strengthen the balance sheet and liquidity position of the group’s principal operating subsidiary Newsquest Media Group Limited. We have implemented furloughs under the UK Government’s Coronavirus Job Retention Scheme. Management and staff have taken pay reductions. The trustees of the Newsquest Pension Scheme have also agreed to the deferral of six months pension deficit reduction contributions into 2021. All non-essential expenditure has been cancelled. These measures are essential to protect the operating businesses and in consequence the value of the holding company during this challenging time. While the pandemic has brought significant disruption, the directors remain optimistic about the ability of each entity in the UK group to trade profitably after this crisis. Going concern The company’s business activities, together with the factors likely to affect its future development and position, are set out above in the Strategic Report under the sections principal activities and review of the business, and principal risks and uncertainties, and in the Directors’ Report under future prospects. The company has net current liabilities of £71,431,000 and shareholders’ deficit of £156,910,000 as of the current year-end, and incurred a loss for the year of £29,258,000. The directors have received assurances from Gannett International Finance LLP that the debt funding facilities which includes the fixed term loan note made to the company, including the waiver of any historic and / or prospective breaches of covenants, will continue to be made available to the company for the foreseeable future being at least one year from the date the financial statements of the company for the period ended 31 December 2019 are signed. The company has no obligation to fund any of its subsidiaries.

14 NEWSQUEST CAPITAL LIMITED

NOTES TO THE ACCOUNTS Year ended 31 December 2019

1. ACCOUNTING POLICIES (CONTINUED) Going concern (continued) On the basis of their assessment of the company’s financial position, the confirmation received from Gannett International Finance LLP and the lack of any funding obligations to its subsidiaries, the company’s directors have a reasonable expectation that the company will be able to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the annual financial statements. Accounting period The income statements cover the year from 1 January 2019 to 31 December 2019 and the year from 1 January 2018 to 31 December 2018. The balance sheet for 2019 and 2018 has been drawn up as at 31 December 2019 and 31 December 2018 respectively. Judgements and key sources of estimation uncertainty The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the period. However, the nature of estimation means that actual outcomes could differ from those estimates. The significant judgement or critical accounting estimate impacting these financial statements is the directors’ estimate of the recoverable amount of its investment. Significant accounting policies Operating loss Operating loss is stated after charging restructuring or other exceptional costs but before investment income, other finance income and finance costs. Interest payable and similar charges Interest payable and similar charges are expensed in the period they occur and are incurred in connection with the borrowing of funds. Dividend income/Income from fixed asset investments Dividend income and income from fixed asset investments comprising dividends from group undertakings is recognised when the company’s right to receive payment is established. Taxation The tax expense represents the sum of the tax currently payable. The tax currently payable is based on taxable profit for the period. Taxable profit differs from profit before tax as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the period end date. Investments Investments held as fixed assets are stated at cost, less provision, if appropriate, for any impairment in value other than a temporary impairment in value. The carrying value of its investment is reviewed for impairment in periods if events or changes in circumstances indicate the carrying value may not be recoverable. The recoverable amount is the higher of value in use and fair value in use less costs of disposal in accordance with IAS 36. Interest bearing loans and borrowings Obligations for loans and borrowings are recognised when the company becomes party to the related contracts and are measured initially at their fair value of consideration received less directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are recognised respectively in finance revenue and finance cost.

15 NEWSQUEST CAPITAL LIMITED

NOTES TO THE ACCOUNTS Year ended 31 December 2019

2. OPERATING LOSS Operating loss is stated after charging: 2019 2018 £’000 £’000 Impairment of investment in subsidiary undertaking 8,605 30,874

Fees for audit services of the company were £15,750 (2018 - £15,750) and were borne by Newsquest Media Group Limited in the current and prior period. 3. EMPLOYEES AND DIRECTORS The company had no employees in 2019 (2018 – nil). The directors receive no remuneration for their qualifying services to the company (2018 - £nil). All emoluments and pension payments made by related companies to directors are dealt with in the accounts of Newsquest Media Group Limited. 4. INTEREST PAYABLE AND SIMILAR EXPENSES 2019 2018 £’000 £’000 Interest payable to group undertakings 25,650 25,650

5. INCOME FROM FIXED ASSET INVESTMENTS 2019 2018 £’000 £’000 Income from fixed asset investments 5,000 18,107

6. TAXATION (a) Tax (charged)/credited in the income statement 2019 2018 £’000 £’000 Current income tax charge: UK corporation tax at 19.00% (2018 – 19.00%) - - Adjustment in respect of current income tax in prior period - -

Total Income tax (charge)/credit reported in the income statement all relating to continuing operations - -

2019 2018 (b) Reconciliation of the total tax (charge)/credit: £’000 £’000

Loss from continuing activities before taxation (29,258) (38,420)

Tax on the losses on ordinary activities at the standard UK rate of 5,559 7,300 corporation tax of 19.00% (2018 – 19.00%) Tax effect of amounts which are not deductible/(taxable) in calculating taxable income: Tax effect of items that are not deductible or not taxable in determining taxable loss (6,508) (10,740) Income not taxable 950 3,440 Group relief claimed for Nil payment (1) -

Total income tax (charge)/credit reported in the income statement - -

The entity does not have any deferred tax. (c) Change in corporation tax rate A corporation tax rate of 19% applies for the period 1 April 2017 to 31 March 2020. In the March 2020 Budget, the Chancellor reversed the corporation tax reduction from 19% to 17% which would have been effective from 1 April 2020. The corporation tax rate will now remain at 19%.

16 NEWSQUEST CAPITAL LIMITED

NOTES TO THE ACCOUNTS Year ended 31 December 2019

7. INVESTMENTS Investments in subsidiary undertakings £’000 Cost At 1 January 2019 675,151 Capital contribution 5,000

At 31 December 2019 680,151 Provisions At 31 December 2018 487,025 Investment write-down 8,605

At 31 December 2019 495,630 Carrying amount At 31 December 2019 184,521 At 31 December 2018 188,126

On the 13 November 2019 the company made a capital contribution of £5,000,000 to its subsidiary, Newsquest Media Group Limited. The net assets of Newsquest Media Group Limited at 31 December 2019 were lower than the carrying value of the investment. An impairment review was therefore carried out in accordance with IAS 36. The recoverable amount was calculated to be the directors’ estimate of fair value less cost of disposal and as a result the investment was written down by £8,605,000. Subsequent to the year end, and in the light of COVID-19 pandemic, the company’s ultimate parent, Gannett Co. Inc., conducted its annual intangible impairment assessment in the quarter ended 30 June 2020, which was performed in accordance with US GAAP. The outcome of that review, if applied to the accounts of Newsquest Media Group Limited, would be an impairment and reduction in its net assets of £61m and potentially a further impairment in the carrying value of the company’s investment. The primary factor impacting the decrease in fair value was the current and expected impact of the COVID-19 pandemic on the investment’s future profitability, a circumstance which did not apply to the value of the investment at 31 December 2019. The severity and length of the COVID-19 pandemic, the duration and extent of the mitigation measures and governmental actions designed to combat the pandemic, as well as the changes in customer behaviour as a result of the pandemic, are uncertain and difficult to predict. They, together with the structural changes in the news industry, could therefore further negatively or positively impact the company’s assessment of its subsidiary’s future results and the underlying assumptions utilised in the determination of the estimated fair value of its investment. The wholly owned trading subsidiary company listed below is Newsquest Media Group Limited, all the other trading companies below are wholly indirectly owned. All of the companies are incorporated in Great Britain and registered in England and Wales (except for those marked with an asterisk which are registered in Scotland) at 31 December 2019 are as follows: Name of company Nature of business Newsquest Specialist Media Limited Publishing Newsquest (Clyde & Forth Press) Limited* Publishing Sopress Investments Limited Investment holding company Newsquest Media Group Limited1 Holding company, printing and publishing Newsquest Printing (Glasgow) Limited* Holding company 1 Owned directly by the company.

The dormant subsidiary companies of Newsquest Capital Limited (all of which are wholly owned indirectly and incorporated in Great Britain and registered in England and Wales except those marked with an asterisk which are registered in Scotland* and Northern Ireland**) at 31 December 2019 are as follows:

17 NEWSQUEST CAPITAL LIMITED

NOTES TO THE ACCOUNTS Year ended 31 December 2019

7. INVESTMENTS (CONTINUED) Name of Company Name of Company

Forest Machine Journal Limited* Newsquest Media (Southern) Limited Newsquest (Berkshire) Limited* Newsquest (York) Limited Newsquest (Essex) Limited This is Essex Limited Newsquest (Herald & Times) Limited* Newsquest (Midlands South) Limited Newsquest (Herts and Bucks) Limited LocaliQ Limited Newsquest (London & Essex) Limited William Trimble Limited** Newsquest (Oxfordshire & Wiltshire) Limited WP Publishing Newsquest Pension Trustee Limited

The below list of dormant subsidiary companies of Newsquest Capital Limited (all of which were wholly owned indirectly and incorporated in Great Britain and registered in England and Wales) were dissolved during 2019 with the exception of the entity asterisked ***, for which strike off paperwork was filed at Companies House prior to year end, with confirmation of dissolvement received on 7 January 2020: Name of Company Name of Company

CN Group Limited J.Catherall & Co.(Printers), Limited Cumbrian Newspapers Limited** CN Group Property Limited Furness Newspapers Limited

The registered addresses of all direct and indirect subsidiaries of Newsquest Capital Limited are as follows: Companies registered in England and Wales – Loudwater Mill, Station Road, High Wycombe, Buckinghamshire, HP10 9TY. Companies registered in Scotland* – 200 Renfield Street, Glasgow, G2 3QB. Companies registered in Northern Ireland** - 8 +10 East Bridge Street, Enniskillen, Co.Fermanagh, BT74 7BT.

8. CREDITORS: AMOUNTS FALLING DUE AFTER ONE YEAR 2019 2018 £’000 £’000 Fixed term intercompany loan note 270,000 270,000

On 26 April 2016 the company issued £270,000,000 9.5% notes to Gannett International Finance LLP. The repayment of the principal loan notes is due in April 2026. On 31 May 2016 these notes were listed on the International Stock Exchange of the Channel Islands. 9. CALLED UP SHARE CAPITAL 2019 2019 2018 2018 Number £’000 Number £’000 Authorised Ordinary shares of $1 each 100 - 100 - Special ordinary shares of £1 each 279,099,001 279,099 279,099,001 279,099

279,099,101 279,099 279,099,101 279,099 Issued and fully paid Ordinary shares of $1 each 100 - 100 - Special ordinary shares of £1 each 1 - 1 - 101 - 101 -

On 13 November 2019, a special resolution was passed to increase the share capital by £5,000,000 through the issue of 5,000,000 special ordinary shares of £1 each to the shareholder, Newsquest Limited.

Following the completion of the above transaction, it was subsequently resolved on 13 November 2019 to reduce the share capital of the company by the cancellation 5,000,000 £1 special ordinary shares and transfer these amounts to distributable reserves.

18 NEWSQUEST CAPITAL LIMITED

NOTES TO THE ACCOUNTS Year ended 31 December 2019

9. CALLED UP SHARE CAPITAL (CONTINUED)

The Special ordinary shares do not carry voting rights and are not entitled to participation in the profits of the company. The holders of Special ordinary shares are only entitled to participate in the assets of the company after the holders of every other class of shares in the capital of the company have received the sum of £100,000,000 in respect of each share held by them.

10. RESERVES Share Retained capital earnings Total £’000 £’000 £’000 At 31 December 2017 - (94,232) (94,232) Loss for the year - (38,420) (38,420)

At 31 December 2018 - (132,652) (132,652) Loss for the year - (29,258) (29,258) Issue of shares – see note (a) below 5,000 - 5,000 Capital reduction – see note (b) below (5,000) 5,000 -

At 31 December 2019 - (156,910) (156,910)

At 31 December 2019 the company had no annual commitments under non-cancellable or capital commitments (2018 - £nil). 12. RELATED PARTIES The company is a wholly owned subsidiary included in the consolidated financial statements of its ultimate parent company. These financial statements are publicly available, therefore, the company has taken advantage of the exemption under paragraph 8 (k) of FRS 101 not to disclose transactions with fellow wholly owned subsidiaries. The amounts due to group companies at 31 December 2019 are shown on the face of the balance sheet. 13. ULTIMATE PARENT COMPANY The company’s ultimate parent and controlling company is Gannett Co., Inc., a company incorporated in the United States of America. The intermediate parent and controlling company in the United Kingdom is Gannett U.K. Limited, a company incorporated in Great Britain and registered in England and Wales. The immediate parent is Newsquest Limited. The consolidated financial statements of Gannett Co., Inc. comprise the largest group of which the company is a member that prepares consolidated financial statements. The annual report and consolidated financial statements of Gannett Co., Inc. can be obtained from the Secretary, Gannett Co., Inc., 7950 Jones Branch Drive, McLean, Virginia 22107 or online at www.gannett.com investor relations. 14. SUBSEQUENT EVENTS Subsequent to the year end the company has been impacted by the COVID-19 pandemic which has been discussed in note 1. The company’s ultimate parent, Gannett Co. Inc., performed its annual intangible impairment assessment in the quarter ended 30 June 2020 as set out in note 7. The review resulted in impairment charges of £61m in the company’s main trading subsidiary, Newsquest Media Group Limited which could lead to a further impairment in the carrying value of the company’s investment. The primary factor for this impairment charge is the current and expected impact of the COVID-19 pandemic on the subsidiary’s operations which did not impact the value of the company’s investment at 31 December 2019. There are no further events subsequent to the year end to disclose.