QMS Media Limited 214 Park Street South Melbourne, VIC 3205 T +61 3 9268 7000 www.qmsmedia.com ASX Release 13 December 2019 SCHEME BOOKLET REGISTERED WITH ASIC QMS Media Limited (ASX:QMS) refers to its announcement dated 12 December 2019 in which it advised that the Federal Court had made orders approving: • the dispatch of a Scheme Booklet to QMS shareholders in relation to the previously announced Scheme of Arrangement with Shelley BidCo Pty Ltd, an entity controlled by Quadrant Private Entity and its institutional partners (Scheme); and • the convening of meetings of QMS shareholders to consider and vote on the Scheme. The Scheme Booklet has been registered today by the Australian Securities and Investments Commission. A copy of the Scheme Booklet, including the Independent Expert's Report and the notices of the Scheme Meetings, is attached to this announcement and will be dispatched to QMS' shareholders before Thursday 19 December 2019. Key events and indicative dates The key events (and expected timing of these) in relation to the approval and implementation of the Scheme are as follows: Event Date Scheme Booklet dispatched to QMS shareholders Before Thursday 19 December 2019 General Scheme Meeting 10.00am on Thursday 6 February 2020 Rollover Shareholders Scheme Meeting Thursday 6 February (immediately following the General Scheme Meeting) Second Court Hearing Monday 10 February 2020 Effective Date Tuesday 11 February 2020 Scheme Record Date 5.00pm on Friday 14 February 2020 Implementation Date Friday 21 February 2020 Note: All dates following the date of the General Scheme Meeting and the Rollover Shareholders Scheme Meeting are indicative only and, among other things, are subject to all necessary approvals from the Court and any other regulatory authority and satisfaction or (if permitted) waiver of all conditions precedent in the Scheme Implementation Deed. QMS reserves the right to vary the times and dates set out above. Any changes to the above timetable will be announced on the ASX and notified on QMS' website at https://www.qmsmedia.com/investors/quadrant-acquisition/. QMS Shareholders who have elected to receive communications electronically will receive an email with links to where they can download the Scheme Booklet and lodge their proxies for the relevant Scheme Meeting online. QMS Shareholders who have not made such an election will be mailed a printed copy of the Scheme Booklet and proxy forms for the relevant Scheme Meeting. Further information QMS shareholders can obtain further information in relation to the Scheme by calling the QMS Shareholder Information Line on 1300 069 339 (within Australia) or +61 3 9415 4275 (outside Australia) between 8.30am and 5.00pm (Melbourne time) on business days. *** For more information, please contact: Investor & Media Relations Malcolm Pearce QMS Media Ltd T: +61 3 9268 7000 [email protected] About QMS QMS Media Limited is a publicly listed company on the ASX. QMS is a leading outdoor media company in Australia, New Zealand and Indonesia, specializing in premium landmark digital and static billboards, street furniture, and sport, airport and transit media. QMS’ three distinct business segments of QMS Australia, Mediaworks and QMS Sport continues to set QMS apart from the rest of the industry with each of the business segments having its own unique value proposition, growth profile and scalability. 2 Your Directors unanimously recommend that you vote in favour¹ of the Scheme in the absence of a Superior Proposal, subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of QMS Shareholders. The Scheme Meetings are scheduled to be held as follows: (a) General Scheme Meeting: QMS Media Limited 10.00am on Thursday, 6 February 2020 at The RACV Club, 501 Bourke St, Melbourne ACN 603 037 341 VIC 3000; and (b) Rollover Shareholders Scheme Meeting: immediately after the General Shareholders Meeting on Thursday, 6 February 2020 at The RACV Club, SCHEME 501 Bourke St, Melbourne VIC 3000. BOOKLET This Scheme Booklet is important and requires your prompt attention. You should read it in its entirety, and consider its contents carefully, before deciding whether in relation to the proposed or not to vote in favour of the Scheme. If you are in any acquisition of QMS Media doubt about what you should do, you should consult with Limited by BidCo, by way a financial, legal, taxation or other professional adviser. of a Scheme of Arrangement If you have any questions in relation to this Scheme Booklet or the Scheme, please contact the QMS Shareholder Information Line on 1300 069 339 (within Australia) or +61 3 9415 4275 (outside Australia) between 8.30am and 5.00pm (Melbourne time) on Business Days. This Scheme Booklet has been sent to you because you are shown in the QMS Share Register as holding QMS Shares. If you have recently sold all of your QMS Shares, please disregard this Scheme Booklet. Financial Advisor Legal Advisor [1] In respect of the recommendations of Barclay Nettlefold and David Edmonds, QMS Shareholders should have regard to the fact that, if the Scheme is implemented, Barclay Nettlefold and David Edmonds will receive benefits as further detailed in Section 2. 2 QMS MEDIA LIMITED | SCHEME BOOKLET TABLE OF CONTENTS IMPORTANT NOTICES 4 SECTION 6 | INFORMATION ABOUT QMS 41 6.1 Group Overview 41 KEY DATES 7 6.2 Overview of business segments 42 6.3 Board and Senior Management 45 SECTION 1 | CHAIRMAN’S LETTER 9 6.4 Corporate governance 46 SECTION 2 | IMPORTANT INFORMATION 6.5 Capital structure 47 REGARDING DIRECTORS’ RECOMMENDATIONS 14 6.6 Group Structure 48 2.1 Barclay Nettlefold 14 6.7 Recent QMS share price performance 50 2.2 David Edmonds 14 6.8 Financial information 50 6.9 CY2019 guidance 54 SECTION 3 | KEY CONSIDERATIONS 6.10 Material changes to QMS’ financial RELEVANT TO YOUR VOTE 16 position since 30 June 2019 54 3.1 Summary of reasons why you might vote 6.11 QMS Director’s intentions for the for or against the Scheme Resolution 16 business of QMS 54 3.2 Why your Directors recommend that you 6.12 Risks relating to QMS’ business 54 should vote in favour of the Scheme 17 6.13 Publicly available information 55 3.3 Why you may wish to vote against 6.14 Information about QMS 55 the Scheme 20 3.4 Other considerations relevant SECTION 7 | INFORMATION ABOUT to your vote on the Scheme 21 HOLDCO AND BIDCO 58 7.1 Introduction 58 SECTION 4 | FREQUENTLY ASKED QUESTIONS 23 7.2 Overview of Quadrant Private Equity 58 SECTION 5 | OVERVIEW OF THE SCHEME 7.3 Overview of BidCo and HoldCo 58 AND SCHEME IMPLEMENTATION DEED 32 7.4 Directors 59 5.1 Scheme 32 7.5 Funding of the Scheme Consideration 60 5.2 Scheme Consideration 32 7.6 BidCo’s intentions following 5.3 Final Dividend 32 implementation of the Scheme 61 5.4 Key steps in the Scheme 33 7.7 Voting and Rollover Agreements 62 5.5 Summary of Scheme Implementation Deed 35 7.8 HoldCo Shares to be issued to Rollover Shareholders 63 5.6 How QMS will respond to Competing Proposals 39 7.9 Additional information about BidCo, Quadrant Private Equity and the Rollover Shareholders 65 QMS MEDIA LIMITED | SCHEME BOOKLET 3 SECTION 8 | RISKS 67 10.10 Consents and disclosures 80 8.1 Introduction 67 10.11 No unacceptable circumstances 80 8.2 General investment risks 67 10.12 No other information material to 8.3 Specific risks associated with your the making of a decision in relation to current investment in QMS Shares 67 the Scheme 80 10.13 Supplementary information 81 SECTION 9 | TAXATION IMPLICATIONS OF 10.14 Transaction costs 81 THE SCHEME 72 10.15 Confidentiality Deed 81 9.1 Introduction 72 9.2 Taxation Consequences of the SECTION 11 | GLOSSARY AND INTERPRETATION 83 Final Dividend 73 11.1 Glossary 83 9.3 Taxation Consequences of Disposal 11.2 Interpretation 87 of QMS Shares 74 9.4 GST 75 ANNEXURE A | INDEPENDENT EXPERT’S REPORT 90 9.5 Stamp Duty 75 ANNEXURE B | SCHEME OF ARRANGEMENT 184 SECTION 10 | ADDITIONAL INFORMATION 77 10.1 Interests of QMS Directors in ANNEXURE C | DEED POLL 205 QMS securities 77 10.2 Marketable securities in a ANNEXURE D | NOTICE OF Quadrant Group Member held by, or GENERAL SCHEME MEETING 214 on behalf of, QMS Directors 77 10.3 Payments and other benefits to ANNEXURE E | NOTICE OF ROLLOVER directors, secretaries or executive SHAREHOLDERS SCHEME MEETING 219 officers of QMS in connection with retirement or loss of office 78 10.4 Interests of QMS Directors in contracts of BidCo 78 10.5 Other agreements or arrangements with QMS Directors relating to the Scheme 78 10.6 Suspension of trading of QMS Shares 79 10.7 Deed Poll 79 10.8 QMS Performance Rights 79 10.9 ASIC Relief 80 4 QMS MEDIA LIMITED | SCHEME BOOKLET IMPORTANT NOTICES IMPORTANT NOTICES Nature of this Scheme Booklet This Scheme Booklet provides QMS Shareholders with This Scheme Booklet has been prepared in accordance with information about the proposed acquisition of QMS by BidCo Australian law and the information contained in this Scheme (which is an entity controlled by Quadrant Private Equity) by Booklet may not be the same as that which would have way of a scheme of arrangement between QMS and Scheme been disclosed if this Scheme Booklet had been prepared Shareholders under Part 5.1 of the Corporations Act. You are in accordance with the laws and regulations of another being asked to vote on the Scheme and should review all of jurisdiction. No action has been taken to register or qualify the information in this Scheme Booklet carefully, including this Scheme Booklet or any aspect of the Scheme in any the Independent Expert’s Report in Annexure A.