Macquarie Media Management Limited A Member of the Macquarie Group of Companies ABN 16 115 524 019 AFS Licence No. 292297 Macquarie Media Holdings Limited ABN 91 116 024 536 Macquarie Media International Limited EC 37694, ARBN 118 577 423 No. 1 Martin Place Telephone +61 2 8232 9440 SYDNEY NSW 2000 Facsimile +61 2 8232 4713 GPO Box 4294 Internet www.macquarie.com/mmg SYDNEY NSW 1164 AUSTRALIA = 2 March 2009 ASX RELEASE / MEDIA RELEASE Macquarie Media Group TM1 – Buy-Back Program Macquarie Media Group advises that it is proposing to call an Extraordinary General Meeting to enable security holders to vote on a buy-back program of up to approximately A$50m of MMG securities. The buy-back program will comprise both an off-market tender buy-back and an on- market buy-back. Attached is the proposed form of explanatory material to accompany the notices of meeting, including an independent expert’s report prepared by Ernst & Young Transaction Advisory Services Limited. Regulatory relief has been sought in respect of the off-market component of the buy-back. It is expected that the final meeting documentation will be released to the market by 5 March 2009. For further information, please contact: Mark Dorney Karen Halbert Chief Executive Officer Public Affairs Manager Tel: 02 8232 6958 Tel: 02 8232 6755 Mob: 0412 119 389 Email: [email protected] Email: [email protected] 1 Trade mark of Macquarie Group Limited None of the entities noted in this document is an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of these entities do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide assurance in respect of the obligations of these entities. This document is not an offer or invitation for subscription or purchase of or a recommendation of securities. The information in this document does not take into account the investment objectives, financial situation and particular needs of investors. Before making an investment in MMG an investor or prospective investor should consider whether such an investment is appropriate to their particular investment needs, objectives and financial circumstances and consult an investment adviser if necessary. MACQUARIE MEDIA GROUP™1 EXPLANATORY MATERIALS ACCOMPANYING NOTICES OF GENERAL MEETING The meetings will be held at 3pm on Tuesday, 14 April 2009 at Macquarie Auditorium, Level 3, No.1 Martin Place, Sydney, NSW 2000 None of the entities noted in this document is an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of these entities do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide assurance in respect of the obligations of these entities. 1. Trade mark of Macquarie Group Limited 2009 Feb MMG EGM (short form).indd 1 2/03/2009 8:01:46 AM CONTENTS 1. CHAIRMAN’S LETTER ................................................................................................................................ 3 2. ABOUT MACQUARIE MEDIA GROUP ........................................................................................................... 4 3. EXPLANATORY NOTES TO THE NOTICES OF GENERAL MEETING ............................................................ 5 3.1 ABOUT THE BUY-BACK PROGRAM ................................................................................................ 5 3.1.1 Overview .............................................................................................................................. 5 3.1.2 MMG independent directors’ report on the Buy-Back Program ............................................. 6 3.1.2.1 Key rationale for the Buy-Back Program .................................................................. 6 3.1.2.2 Possible advantages and disadvantages of the Buy-Back Program ......................... 8 3.1.2.3 An illustration of the potential impact of the Combined Buy-Back on MMG .............. 9 3.1.3 Details of the Buy-Back Program ....................................................................................... 11 3.1.3.1 Details of the Buy-Back Tender .............................................................................. 11 3.1.3.2 Details of the On-Market Buy-Back ....................................................................... 15 3.2 ADDITIONAL INFORMATION .......................................................................................................... 16 3.2.1 ASIC relief ............................................................................................................................. 16 3.2.2 Australian tax considerations for the Buy-Back Program ...................................................... 16 3.2.2.1 Australian tax considerations for the Buy-Back Tender .......................................... 16 3.2.2.2 Australian tax considerations for the On-Market Buy-Back .................................... 18 3.2.3 Additional information about MMG ...................................................................................... 19 3.2.3.1 Security price information ....................................................................................... 19 3.2.3.2 Security holder spread ........................................................................................... 19 3.2.3.3 Directors’ interests in MMG securities .................................................................... 20 3.2.3.4 Broadcasting Services Act 1992 ............................................................................ 21 3.2.3.5 Recent ASX announcements ................................................................................. 21 4. DEFINITIONS ............................................................................................................................................ 22 5. INDEPENDENT EXPERT’S REPORT .......................................................................................................... 24 2 Macquarie Media Group - Explanatory Materials Accompanying Notices of General Meeting 2009 Feb MMG EGM (short form).indd Sec1:2 2/03/2009 8:01:51 AM 1. CHAIRMAN’S LETTER 2 March 2009 Dear security holder These notices of meeting and explanatory notes contain information regarding the resolutions we will ask you to consider at the Macquarie Media Holdings Limited and Macquarie Media Trust security holder meetings to be held on 14 April 2009. Specifi cally, we will ask you to consider a buy-back program capped at the lesser of 86,956,521 MMG securities and approximately $50,000,000 worth of MMG securities (the Buy-Back Program). The Buy-Back Program will comprise an off-market buy-back tender targeting approximately $25,000,000 worth of MMG securities, followed by an on-market buy-back. The Buy-Back Program is in addition to the on-market buy-back of up to 10% of MMG securities announced on 17 December 2008 (the Existing Buy-Back). Accordingly, the Buy-Back Program requires security holder approval because it will involve the repurchase of more than 10% of the smallest number of MMG securities on issue in the last 12 months. From its commencement on 13 January 2009 to 27 February 2009, 3,965,370 MMG securities have been bought back under the Existing Buy-Back. The MMG independent directors unanimously recommend that security holders vote in favour of all the resolutions set out in these notices of meeting. A report from the MMG independent directors which includes the reasons for their recommendation and their assessment of the possible advantages and disadvantages of the Buy-Back Program is set out in section 3.1.2. The independent directors have engaged Ernst & Young Transaction Advisory Services Limited to prepare an independent expert’s report providing a valuation of MMG securities and an independent analysis of the advantages and disadvantages of the Buy-Back Program. The report is enclosed with these notices of meeting. I look forward to seeing you at the security holder meetings on 14 April 2009. Max Moore-Wilton AC Chairman Macquarie Media Holdings Limited and Management Media Management Limited Macquarie Media Group - Explanatory Materials Accompanying Notices of General Meeting 3 2009 Feb MMG EGM (short form).indd Sec1:3 2/03/2009 8:01:51 AM 2. ABOUT MACQUARIE MEDIA GROUP Macquarie Media Group (MMG) is a A summary of the group structure of American Consolidated Media stapled structure and comprises the MMG is illustrated in the fi gure below. (ACM) is the fi fth largest specialty following three entities: community newspaper group in MMG has two wholly owned regional the USA focused on population Macquarie Media Holdings media businesses: Limited (ACN 116 024 536) areas of less than 15,000 people. (MMHL); Macquarie Southern Cross With approximately 100 titles, Media (MSCM) was formed in spread across 18 regional areas, Macquarie Media Trust (ARSN November 2007 through the in 10 States, ACM’s portfolio is MMT Trust 116 151 467) ( or the ); combination of MMG’s existing diversifi ed across a range of local and regional radio operations communities each with their own Macquarie Media International and the regional free-to-air underlying economic drivers. Limited (ARBN 118 577 423) television operations acquired (MMIL). through MMG’s acquisition of The MMG independent directors are: Southern Cross Broadcasting Leon Pasternak (MMML and Macquarie