For Personal Use Only Use Personal for • and a Number of Other Resolutions As Outlined in the Notice of Meeting
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16 December 2015 Ten Network Holdings Limited Annual General Meeting. Ten Network Holdings Limited (ASX: TEN) (“TEN”) is holding its 2015 Annual General Meeting today. The speeches by TEN’s Chairman, David Gordon, and Chief Executive Officer, Paul Anderson, are set out below. A presentation from the Annual General Meeting is being lodged separately with the ASX. The following comments should be checked against delivery. DAVID GORDON, CHAIRMAN: Good morning ladies and gentleman. My name is David Gordon and I am the Chairman of Ten Network Holdings. As this is the appointed time for the commencement of the 2015 Annual General Meeting, I now declare the meeting open. On behalf of my fellow directors, let me welcome you and thank you for your attendance here today. I would also like to acknowledge the traditional owners of the land on which we meet today – the Gadigal people of the Eora nation. I respectfully acknowledge their elders, past and present. This is the first shareholder meeting that I have attended as your Chairman and I am very pleased to be here in that capacity. You should have all received a copy of the notice of meeting and I will take that as read. The business for today’s meeting includes: • Consideration of the financial reports for the year ended 31 August 2015. • The re-election of two Directors who retire at this meeting and offer themselves for re-appointment. • Your consideration of the remuneration report. For personal use only • And a number of other resolutions as outlined in the notice of meeting. Gina Rinehart and Paul Mallam resigned as Directors during the 2015 financial year. I would like to thank them for their contributions and support while on our company’s Board. On 27 July this year, Hamish McLennan stepped down as Executive Chairman and Chief Executive Officer. I would like to thank Hamish for the energy and commitment that he gave to the company during his tenure. Also on 27 July, we announced my appointment as Chairman and the appointment of Paul Anderson as the new Chief Executive Officer. Paul was previously Chief Financial Officer and Chief Operating Officer and has been with Ten Network for over 12 years. Paul leads a hardworking and experienced management team, who did an exceptional job delivering on our company’s strategic plan in 2015. This year was a period of solid achievement for our company and we are now seeing the beginnings of the turnaround that we have all been waiting for. While our company has seen significant ratings improvements, the Board and the management team fully acknowledge that Ten’s financial performance has been disappointing in recent years and that shareholders have not received a dividend for more than four years. Let me assure you that the Board and everyone at Ten is focussed on improving the company’s results and its return to shareholders. After several lean years, we believe that we are on the path to doing so. In 2015, Ten Network delivered significant ratings growth by sticking to our plan of event television, premium live sport, focusing on the 25 to 54 year old demographic, maintaining a consistent program schedule and selectively developing and launching new formats. At the same time, the company has continued to expand its presence in digital media, via the online catch-up and streaming service tenplay, and in social media. On 15 June 2015 we announced the culmination of our strategic review with the entry into arrangements with Foxtel and Multi Channel Network (“MCN”). The strategic transactions included Foxtel investing $77 million to become a shareholder in Ten Network; Ten Network becoming a 24.99% shareholder in MCN; and the establishment For personal use only of an advertising sales representation agreement with MCN. Ten Network also secured a two-year option to become a shareholder in the online streaming service, Presto. Those arrangements subsequently received the approval of the Australian Competition and Consumer Commission, the Australian Communications and Media Authority and the Foreign Investment Review Board. As a result of those approvals, on 26 October we announced a fully underwritten renounceable entitlement offer, giving our shareholders the opportunity to invest up to $77 million at a price of 15 cents per share, the same price as Foxtel’s investment. That offer was completed successfully on 23 November. Prior to the entitlement offer, Foxtel subscribed $68.5 million for the maximum number of shares that it was permitted to under ASX Listing Rules. As a consequence of issuing those shares and further shares under the entitlement offer, Foxtel’s percentage shareholding now stands at 12.5%. As both Ten and Foxtel wish to see Foxtel invest the full amount of $77 million, we are seeking shareholder approval today to top up Foxtel’s holding. Subject to that shareholder approval today, Foxtel’s total investment plus the entitlement offer will result in us having raised approximately $154 million of new equity. The completion of these strategic transactions and the capital raising sees our company in a substantially strengthened position and well placed for the opportunities and challenges ahead. Ten Network now has a restored balance sheet and the capacity to make disciplined and strategic investments, as well as a new and important strategic partner in Foxtel and the significant benefits that our new sales relationship with MCN brings to Ten. Our company operates in a dynamic and highly competitive environment. The combination of new technologies and new ways to consume media is changing viewing habits and creating new challenges. Against that backdrop, the free-to-air television industry in Australia is subject to regulation that has been in need of change for some time. It was drawn up in a different era and focused on the regulation of industries and For personal use only technologies that existed 40 years ago. It now acts to limit and constrain Australian free-to- air networks, while international competitors and other domestic players face no such regulation. Ten Network has consistently argued for the removal of all ownership and control restrictions, so as to free us to better compete in the marketplace. The ownership and control provisions in the Broadcasting Services Act are outdated, ineffective and only apply to three types of media platforms: terrestrial TV, terrestrial radio and printed newspapers. We are hopeful that next year will finally see the removal of both the two out of three rule and the 75% reach rule, and not a piecemeal tinkering that would only create a new set of distortions and continue to impede our ability to compete. Allowing some companies the opportunity to pursue consolidation while continuing to restrain others will exacerbate the damaging impact of the remaining rules. In addition, we advocate that reform of media ownership regulations must be accompanied by a reduction in the licence fees our industry pays to the government. Despite our relatively small population, Australia’s licence fee regime remains by far the most punitive in the world and many times higher than free-to-air broadcasters pay in much larger markets such as the UK and the US. Perversely, we are competing against large and well-funded online competitors that pay no licence fees, and many that pay little or no tax in Australia. We pay licence fees to government of 4.5% of our revenue. That is on top of normal corporate taxes and meeting the enormous cost of regulation, including the Australian content obligations. The costs associated with meeting those Australian content obligations continue to rise and, at the same time, it is becoming harder to monetise that content due to audience fragmentation. Ten employs about 800 people around the country and thousands more indirectly via our role as a major player in the local content production and news-gathering sectors. We are proud of the contribution we make to Australia. But the current rules put Australian free-to-air networks at a competitive disadvantage over the global online giants we are now For personal use only fighting for advertising revenue in this market. We appreciate that the government is consulting on the best way to enact reform but the Australian media industry needs the rules changed urgently and as a priority in early 2016. Each day that passes is another day that we are hamstrung from innovating and competing more effectively in this very dynamic market. All we are looking for is a level playing field with international competitors. On behalf of the Board, I would like to thank Paul Anderson, his senior Executives and the whole team at Ten Network for their hard work and the results they produced during the year. I would also like to thank my fellow Board members, all of whom attended more meetings and worked harder as Non-Executive Directors than they should reasonably have expected to have done, to complete the strategic review and help set a new direction for Ten Network. As you know, we have previously announced that following completion of the Foxtel transaction, the Board will be reduced to six Directors. Christine Holgate, Jack Cowin and Dean Hawkins intend to retire as Directors with effect from the close of this meeting. I would like to particularly acknowledge their contribution to the business over many years, in Jack’s case over 17 years. Christine, Jack and Dean have each brought different and valuable perspectives and advice to the Company, and we are very appreciative of all that they have done for Ten. Brian Long and Paul Gleeson have agreed to remain as Directors at this time, together with Siobhan McKenna, John Klepec and I.