ASX statement ASIC Registration of Scheme Booklet 15 November 2019: Prime Media Group Limited (ASX: PRT) (Prime) is pleased to announce that the Australian Securities and Investments Commission (ASIC) has registered the Scheme Booklet in relation to the scheme of arrangement (Scheme) pursuant to which all of the issued capital in Prime is proposed to be acquired by Seven West Media Limited (ASX: SWM) (Seven). Registration of the Scheme Booklet follows the Supreme Court of New South ordering the convening of a meeting of Prime shareholders to consider and vote on the Scheme (Scheme Meeting) and approving the distribution of the Scheme Booklet to Prime shareholders. The Scheme Booklet contains an explanatory statement providing information about the Scheme, the Independent Expert's Report and notice of the Scheme Meeting. A copy of the Scheme Booklet is attached to this announcement. A copy of the Scheme Booklet will be sent to Prime shareholders on 19 November 2019. Scheme Meeting The Scheme Meeting is scheduled to be held at 10.00am (Sydney time) on Thursday, 19 December 2019 at Conference Centre, Level 1, Rooms 5 & 6, Hilton Sydney, 488 George Street, Sydney NSW 2000. All Prime shareholders are encouraged to vote either by attending the Scheme Meeting in person or by appointing a proxy, attorney or corporate representative to attend the Scheme Meeting and vote on their behalf. Independent Expert's conclusion The Independent Expert, Lonergan Edwards & Associates, has concluded that the Scheme is in the best interests of Prime shareholders, in the absence of a superior proposal. The Independent Expert has reached this conclusion on the basis that the Scheme is not fair but that it is reasonable. The Independent Expert’s conclusions should be read in context with the Independent Expert’s Report that is part of the Scheme Booklet attached to this announcement. PRIME MEDIA GROUP LIMITED ABN 97 000 764 867 Suite 132, Jones Bay Wharf, 26-32 Pirrama Road, Pyrmont NSW 2009 www.primemedia.com.au Directors' recommendation The Prime Board of Directors unanimously recommends that Prime shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Prime shareholders. Subject to those same qualifications, each Prime director has indicated that he or she intends to vote all Prime shares held or controlled by them in favour of the Scheme. Media inquiries Miche Paterson, Newgate Communications 0400 353 762 Investor Inquiries John Palisi, Chief Financial Officer (02) 6242 3810 PRIME MEDIA GROUP LIMITED ABN 97 000 764 867 Suite 132, Jones Bay Wharf, 26-32 Pirrama Road, Pyrmont NSW 2009 www.primemedia.com.au Prime Media Group Limited (ACN 000 764 867) SCHEME BOOKLET For a recommended scheme of arrangement in relation to the proposed acquisition of Prime Media Group Limited by Seven West Media Limited VOTE IN FAVOUR The Prime Directors unanimously recommend that you vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Prime Shareholders. The Independent Expert has concluded that the Scheme is not fair but reasonable and, on that basis, in the best interests of Prime Shareholders, in the absence of a Superior Proposal. The Scheme Meeting is scheduled to be held at 10.00am (Sydney time) on Thursday, 19 December 2019 at Conference Centre, Level 1, Rooms 5 & 6, Hilton Sydney, 488 George Street, Sydney NSW 2000. 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 or not to vote in favour of the Scheme Resolution to approve the Scheme. If you are in any doubt about what you should do, you should consult with a financial, legal, taxation or other professional adviser. If you have any questions in relation to this Scheme Booklet or the Scheme, please contact the Prime Shareholder Information Line on 1800 500 095 (within Australia) or +61 1800 500 095 (outside Australia), Monday to Friday (excluding national public holidays in Australia) between 9.00am and 5.00pm (Sydney time). This Scheme Booklet has been sent to you because you are shown in the Prime Share Register as holding Prime Shares. If you have recently sold all of your Prime Shares, please disregard this Scheme Booklet. Legal Adviser Important Notices and Disclaimers Seven or their respective directors, officers and advisers assumes any responsibility for the accuracy or completeness of the Independent Limited Assurance Report. General This Scheme Booklet (the Booklet) is an important document for Role of ASIC and ASX all Prime Shareholders and requires your immediate attention. If A copy of this Booklet was provided to ASIC under section 411(2) you have sold all of your Prime Shares as at the date of this of the Corporations Act and registered by ASIC under section Booklet, please ignore this Booklet and kindly recycle. If you are a 412(6) of the Corporations Act. ASIC has been given the Prime Shareholder, you should carefully read this Booklet in its opportunity to comment on this Booklet in accordance with section entirety before deciding how to vote on the Scheme. 411(2) of the Corporations Act. ASIC has been requested to provide a statement, in accordance with section 411(17)(b) of the If you are in any doubt as to what you should do, you should Corporations Act, that ASIC has no objection to the Scheme. If consult your financial, legal, taxation or other professional advisers. ASIC provides that statement, it will be produced to the Court on Purposes of this Booklet the Second Court Date. The purposes of this Booklet are to: A copy of this Booklet has also been lodged with ASX. • provide you with information about the proposed None of ASIC, ASX or any of their officers takes any responsibility acquisition of Prime by Seven; for the content of this Booklet. • explain the terms and effect of the Scheme; Important notice associated with Court order under • explain the manner in which the Scheme will be section 411(1) of the Corporations Act considered and implemented (if approved); The fact that, under section 411(1) of the Corporations Act, the • provide you with such information as is required by law Court has ordered that the Scheme Meeting be convened and has or otherwise material to your decision to vote in favour approved the Booklet required to accompany the Notice of the of, or against, the Scheme; and Scheme Meeting, does not mean that the Court: • include the explanatory statement and other information • has formed any view as to the merits of the Scheme or required to be sent to Prime Shareholders under Part as to how you should vote on the Scheme (on this 5.1 of the Corporations Act in relation to the Scheme. matter, you must reach your own decision); This Booklet is not a prospectus lodged under Chapter 6D of the • has prepared, or is responsible for, the content of this Corporations Act in respect of New Seven Shares. Section 708(17) Booklet; or of the Corporations Act provides that an offer of shares does not • has approved or will approve the terms of the Scheme. need disclosure under Chapter 6D if it is made under a compromise or arrangement under Part 5.1 of the Corporations Act Notice of Scheme Meeting and approved at a scheme meeting held as a result of an order The Notice of Scheme Meeting is set out in Appendix 5. made by a court under section 411(1) or (1A) of the Corporations Notice of the Second Court Hearing Act. At the Second Court Hearing, the Court will consider whether to Responsibility for information approve the Scheme following the vote at the Scheme Meeting. Prime is solely responsible for the Prime Information. Prime Group Any Prime Shareholder may appear at the Second Court Hearing, and its directors, officers and advisers do not assume any expected to be held at 12.00pm (Sydney time) on 20 December responsibility for the accuracy or completeness of any information 2019 at the Supreme Court of New South Wales - 184 Phillip St, contained in this Booklet other than the Prime Information. Sydney NSW 2000. Seven is solely responsible for the Seven Information. Seven Any Prime Shareholder who wishes to oppose approval of the Group and its directors, officers and advisers do not assume any Scheme at the Second Court Hearing may do so by filing with the responsibility for the accuracy or completeness of any information Court and serving on Prime a notice of appearance in the contained in this Booklet other than the Seven Information. prescribed form together with any affidavit that the Prime Lonergan Edwards has prepared the Independent Expert’s Report Shareholder proposes to rely on. in relation to the Scheme and is solely responsible for that report. No investment advice The Independent Expert’s Report is set out in Appendix 1. This Booklet has been prepared without reference to your Allens has provided and is solely responsible for the information individual investment objectives, financial and tax situation or contained in section 13. Neither the Seven Group nor the Prime needs. The information and recommendations contained in this Group, nor any of their respective directors and officers, assumes Booklet do not constitute, and should not be taken as, financial any responsibility for the accuracy of the information contained in product advice. section 13. Allens does not assume any responsibility for the accuracy or completeness of the information contained in this It is important that you read this Booklet in its entirety before Booklet other than that contained in section 13.