GTN LIMITED — AGM Information 2016

Nov 15, 2016

GTN Limited AGM Presentation

November 2016

Contents

01 Chairman’s Address – Gary Miles 4 02 CEO’s address – Bill Yde 5 03 Formal Business – Gary Miles 14

Today’s presenters

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Gary Miles (Chairman)

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Bill Yde (Managing Director and CEO)

Our Board of Directors

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Gary Miles Chairman

William Yde III (“Bill”) Managing Director and CEO

Mark Anderson Director

• —

• Over 50 years of experience Over 33 years of experience in the radio industry in the radio and media

• — industry

• Over 15 years of experience in the private equity and finance industry

• Currently a Director of Vista Radio

• Co-founded ATN in 1997 — Currently a Managing and later co-founded Global Director of GTCR Traffic Network and served —

• Previously held the position of CEO of Rogers Radio and President at the Radio Bureau of Canada

  • Currently a Director of CAMP Systems, Cision, IQNavigator, Lytx and XFIN

• as Chairman, CEO and President since its inception in 2005

• Previously founded Wisconsin Information Systems

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David Ryan AO Director

Robert Loewenthal Director

• Over 40 years of experience in commercial banking, investment banking and operational business management

• Over 10 years of experience in the radio industry

• Currently operates private

• operational business corporate advisory and management consulting business, Free

• — Currently a Director of Lend Trade Hall and is the Lease, First American Title founder of Whooshkaa Insurance Company of Podcasting Platform Australia, First Mortgage — Previously held the role of Services and Sunshine Managing Director of Coast Destination

• Previously held the role of

• Services and Sunshine Managing Director of Coast Destination Macquarie Radio Network,

• — Previously held positions as where he also acted as Director of Aston Resources Chief Operating Officer and and Transurban company secretary

Section 01 Chairman’s Address – Gary Miles

Section 02 CEO’s address – Bill Yde

FY2016 recap – Financial information

GTN’s FY2016 results exceeded Prospectus forecast

Key Highlights

Pro forma results[(1)]

• IPO successfully completed without significant disruption to normal operations

• FY16 results exceeded Prospectus forecast

• FY16 revenue result underpinned by positive operating results across key geographies

• Strong balance sheet and liquidity position with net debt of $50.9m including cash balance of $49.1m

• Pro forma gearing ratio of 1.5x (based on net debt / FY16 Pro forma Adjusted EBITDA)

• Strategically and financially positioned to take advantage of short and medium term organic and inorganic growth opportunities

		Pro forma	Pro forma		vs. Pro
	$m	FY16 Actual	FY16 Prospectus	vs. Prospectus	forma FY2015
	Revenue	166.1	164.1	1.2%	8.2%
	EBITDA	31.1	28.8	7.9%	8.6%
	Adjusted EBITDA(2)	34.6	32.3	7.1%	21.1%
	NPAT	5.8	3.3	74.7%	nmf
	NPATA	18.8	15.8	18.7%	49.6%
	NPATA per share ($)(3)	$0.09	$0.08	18.7%	49.6%

• GTN reaffirms FY17 forecast provided in the IPO Prospectus (excluding potential Radiate acquisition)

Notes: (1) A reconciliation of the Pro forma to Statutory results is provided in Appendix A. (2). Adjusted EBITDA is EBITDA adjusted to include the non-cash interest income arising from the Southern Cross Austereo Affiliate Contract; (3). NPATA per share is calculated based on NPATA and 201.2 million total shares on issue

FY2016 recap – Revenue drivers

GTN group revenue exceeded FY16 Prospectus forecast by $2.0m ( +1.2%) and was up 8.2% year on year

GTN revenue profile

Commentary

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200
177.4
180
166.1
2.0
160 153.5
138.0
140
125.0
120
100
80 164.1
60
40
20
-
FY13 FY14 FY15 FY16A FY17F (1)
YOY growth 10.4% 11.2% 8.2% 6.8%
Revenue ($m)
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• Revenue growth led by Australia and Canada, both of which exceeded FY16 Prospectus forecast by 4%

• United Kingdom exceeded revenue in local currency but was impacted by unfavourable foreign exchange movements

• Canada (+12%), United Kingdom (+9%) and Australia (+8%) contributed to 8% overall growth compared to FY15

• All geographies exceeded FY15 revenue in local currency

(1) Consistent with FY17 forecast provided in IPO prospectus.

= above FY16 prospectus forecast

FY2016 recap - Earnings drivers

GTN group Pro forma Adjusted EBITDA exceeded FY16 Prospectus forecast by $2.3m (+7.1%). FY16 Pro forma NPATA was $18.8m, exceeding Prospectus forecast by ~$3.0m (+18.7%)

GTN Pro Forma Adjusted EBITDA profile

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50 45.6 50%
(2)
40.5
40 40%
5.9
28.6 2.3
30 30%
24.5
17.6
20 25.7% 20%
24.4%
17.7% 18.6% (1)
10 32.3 10%
14.0%
- -
(3)
FY13 FY14 FY15 FY16A FY17F
YOY growth 39.3% 16.9% 41.8% [(2)] 12.6%
GTN NPATA profile
40 30%
25%
30 (2) 25.7
22.6 20%
20 3.8 15%
3.0
11.5 12.5 13.6% 14.5% 10%
10 5.9
8.4% 8.2% 15.8(1) 5%
- 4.7% -
(3)
FY13 FY14 FY15 FY16A FY17F
YOY growth 95.2% 8.7% 80.1% [(2)] 13.8%
Adjusted EBITDA ($m)
Adjusted EBITDA margin (%)
NPATA ($m)
NPATA margin (%)
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GTN NPATA profile

Commentary

• Main driver of out-performance was revenue exceeding Prospectus forecast

• Operating model generates high contribution margin on incremental revenue

Commentary

• Revenue also the key driver of NPATA over-performance vs. Prospectus forecast

• = Additional 7 months impact of SCA contract

= above FY16 prospectus forecast

(1) Includes only 5 months impact of Southern Cross Austereo Affiliate Contract; (2) Includes a full year adjustment for the Southern Cross Austereo Affiliate Contract (i.e. Impact for the additional 7 months); (3) Consistent with FY17 forecast provided in IPO prospectus.

FY2016 recap – KPIs

GTN’s FY16 revenue result was underpinned by positive operating results across key geographies

GTN operational KPIs (by geographic segment)

	FY2016 Actual	FY2016 Prospectus	vs. FY2015	vs. Prospectus
Australia (ATN)
Radio spots inventory ('000s)(1)	789	750	7.2%	5.2%
Radio sell-out rate (%)(2)	81%	80%	4.0% pts	1.0% pts
Average radio spot rate (AUD)(3)	133	138	(6.3%)	(3.6%)
Canada (CTN)
Radio spots inventory ('000s)(1)	558	550	4.5%	1.5%
Radio sell-out rate (%)(2)	59%	58%	(1.0%) pts	1.0% pts
Average radio spot rate (CAD)(3)	64	61	8.5%	4.9%
United Kingdom (UKTN)
Total radio Impacts(4) available ('000)(5)	18,885	18,658	2.2%	1.2%
Radio sell-out rate (%)(6)	94%	93%	1.0% pts	1.0% pts
Average radio net Impact rate (GBP)(7)	1.3	1.3	-%	-%
Brazil (BTN)
Radio spots inventory ('000s)(1)	110	92	18.3%	19.6%
Radio sell-out rate (%)(2)	45%	60%	(7.0%) pts	(15.0%) pts
Average radio spot rate (BRL)(3)	273	281	5.8%	(2.8%)

(1) Available radio advertising spots adjacent to traffic, news and information reports; (2) The number of radio spots sold as a percentage of the number of radio spots available. (3) Average price per radio spot sold net of agency commission; (4) An Impact is a thousand listener impressions; (5) The UK market measures inventory and volumes based on Impacts instead of spots; (6) The number of impressions sold as a percentage of the number of impressions available; (7) Average price per radio Impact sold net of agency commission.

1Q17 trading update

GTN has performed strongly across all key financial metrics in 1Q17

1Q17 trading update

GTN 1Q FY2017 financial performance

• GTN remains on track to achieve its FY17 Prospectus forecast (excludes potential Radiate acquisition)

• Revenue: GTN has locked in 24% of its FY17 Prospectus revenue forecast in 1Q FY2017

• Trading is broadly in line with 1Q FY2016 which constituted 22% of FY2016 full-year revenues

	1Q17	FY17F	% of FY17F
Revenue	42.3	177.4	23.8%
EBITDA	8.8	37.2	23.7%
Adjusted EBITDA	10.9	45.6	24.0%
NPAT	5.0	21.1	23.7%
NPATA	6.2	25.7	24.0%

• EBITDA: In the 1Q of FY2017, GTN achieved an EBITDA result of $8.8 million, accounting for 24% of its FY2017 Prospectus EBITDA forecast

• This performance is a substantial improvement from that achieved in 1Q FY2016 where EBITDA only accounted for 14% of the FY2016 fullyear result

• Importantly, GTN was able to achieve significant growth despite unfavourable foreign exchange rates

Notes: This presentation contains certain unaudited financial information in relation to the Company. As such, it has not been subject to an audit or an audit process or otherwise independently verified

1Q17 trading update – Revenue performance by segment

GTN achieved YoY revenue increases in each segment except UKTN which was up in local currency but was impacted by adverse FX rates

ATN revenue (A$m)

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22.6
19.2
1Q FY2016 1Q FY2017
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CTN revenue (A$m)

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6.7
4.4
1Q FY2016 1Q FY2017
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UKTN revenue (A$m)

BTN revenue (A$m)

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12.0
10.8
1Q FY2016 1Q FY2017
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2.2
1.3
1Q FY2016 1Q FY2017
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Notes: This presentation contains certain unaudited financial information in relation to the Company. As such, it has not been subject to an audit or an audit process or otherwise independently verified

1Q17 trading update - KPIs

GTN achieved YoY increases in all KPIs across all segments

 GTN achieved an increase in spots inventory across all its operating geographies in 1Q FY2017 vs. pcp

— Inventory at or in excess of 25% of the forecast inventory for the year

 Inventory utilisation (percentage of spots sold) also increased in all operating geographies in 1Q FY2017 vs. pcp

 Spot rates (in local currency) either increased or remained flat in all operating geographies in 1Q FY2017 vs. pcp

GTN growth strategy and outlook for FY17

GTN continues to pursue a number of channels to drive both organic and inorganic growth and re-affirms its FY17 forecast as per the IPO Prospectus

• GTN affirms the FY17 forecast as per its IPO Prospectus assuming the continuation of current market conditions, including no further adverse movements in FX rates and excluding potential Radiate acquistion

• GTN continues to evaluate the decision to acquire Radiate and has exercised its right to extend the option to 31 December 2016

• Radiate Media operates a leading radio advertising platform in the United States and holds an affiliate agreement with the second largest broadcaster in the United States

• With a large existing footprint, the acquisition of Radiate Media represents an exciting opportunity for GTN to meaningfully expand its North American presence and make a disciplined entry into the largest media market in the world

• CBS Radio recently announced Radiate will be its traffic service provider effective 1 April 2017

• Management continues to undertake due diligence in respect to the acquisition

• No final decision on whether to exercise its option will be made until completion of due diligence

• GTN will update the market once a final decision with respect to the option has been made

• The business will continue to execute its growth strategy in each of its operating regions

Section 03 Formal Business – Gary Miles

Consideration of Reports

To receive and consider the Financial Report, the Directors’ Report and the Independent Auditor’s Report of the Company for the financial year ended 30 June 2016.

Questions and Comments

Resolution 1 – Election of Director – Gary Miles

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

“That Gary Miles, who retires in accordance with clause 10.3(b) of the Company’s Constitution and being eligible for election, is re-elected as a Director of the Company.”

Proxies have been received in respect of the resolution as follows:

For	Against	Abstain	Proxy’s Discretion
158,040,002 (95.90%)	6,151,281 (3.73%)	0	605,000 (0.37%)

Resolution 2 – Election of Director – David Ryan

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

“That David Ryan, who retires in accordance with clause 10.3(b) of the Company’s Constitution and being eligible for election, is re-elected as a Director of the Company.”

Proxies have been received in respect of the resolution as follows:

For	Against	Abstain	Proxy’s Discretion
164,154,896 (99.61%)	36,387 (0.37%)	0	605,000 (0.02%)

Resolution 3– Election of Director – Mark Anderson

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

“That Mark Anderson, who retires in accordance with clause 10.3(b) of the Company’s Constitution and being eligible for election, is re-elected as a Director of the Company.”

Proxies have been received in respect of the resolution as follows:

For Against Abstain Proxy’s Discretion 163,931,476 259,807 0 605,000 (99.48%) (0.15%) (0.37%)

Resolution 4 – Election of Director – Robert Loewenthal

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

“That Robert Loewenthal, who retires in accordance with clause 10.3(b) of the Company’s Constitution and being eligible for election, is re-elected as a Director of the Company.”

Proxies have been received in respect of the resolution as follows:

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For Against Abstain Proxy’s Discretion
164,191,283 0 0 605,000
(99.63%) (0.37%)
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Resolution 5 – Remuneration Report

To consider and, if thought fit, pass the following as a non-binding ordinary resolution of the Company:

“That the Company’s Remuneration Report for the financial year ended 30 June 2016, as set out in the Directors’ Report, is adopted.”

Proxies have been received in respect of the resolution as follows:

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For Against Abstain Proxy’s Discretion
164,044,873 0 2,200 605,000
(99.63%) (0.37%)
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Resolution 6 – Appointment of PricewaterhouseCoopers as Auditor

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

“That, in accordance with section 327B(1)(a) of the Corporations Act 2001 (Cth) and for all other purposes, PricewaterhouseCoopers, having been nominated by a shareholder and consented in writing to act in the capacity of Auditor, be appointed as the Auditor of GTN Limited.”

Proxies have been received in respect of the resolution as follows:

For Against Abstain Proxy’s Discretion 164,154,896 36,387 0 605,000 (99.61%) (0.02%) (0.37%)

Resolution 7 – Approval of GTN US Incentive Plan and termination benefits

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

“That for the purposes of ASX Listing Rule 7.2 Exception 9(b) and sections 200B and 200E of the Corporations Act and for all other purposes, approval is given to the terms of, and the issue of securities under, the GTN US Incentive Plan”.

Proxies have been received in respect of the resolution as follows:

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For Against Abstain Proxy’s Discretion
164,191,283 0 0 605,000
(99.63%) (0.37%)
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Appendix Reconciliation of financial information [A]

Annual Pro Forma and Statutory Income Statement FY2013-FY2017F

Pro Forma Historical Results for FY2013 – FY2017

Pro Forma Historical Results for FY2013 – FY2017
Pro Forma Historical Results A$'000s FY2013 FY2014 FY2015 Revenues 125,004 138,049 153,484 Network operations and station compensation (82,391) (85,916) (93,950) Selling, general and administrative expenses (25,050) (27,666) (30,936) Net FX losses on borrowings - - - Operating expenses (107,441) (113,582) (124,886) EBITDA 17,563 24,467 28,598 Interest income on SCA SupplyAgreement - - - Adjusted EBITDA 17,563 24,467 28,598 Depreciation (2,645) (2,485) (2,494) Amortisation (20,353) (20,743) (20,897) Adjusted EBIT (5,435) 1,239 5,207 Other interest income 358 463 514 Interest expense (6,827) (5,822) (5,162) Net profit/(loss) before tax (11,904) (4,120) 559 Tax(expense)/benefit 2,742 755 (3,523) NPAT (9,162) (3,365) (2,964) Amortisation(tax effected) 15,075 14,907 15,511 NPATA 5,913 11,542 12,547	Pro Forma Result FY2016A FY2016F FY2017F 166,136 164,142 177,353 (101,919) (102,659) (106,885) (33,152) (32,683) (33,296) - - - (135,071) (135,342) (140,181) 31,065 28,800 37,172 3,581 3,542 8,472 34,646 32,342 45,644 (2,549) (2,365) (2,633) (17,382) (17,628) (6,456) 14,715 12,349 36,555 244 307 286 (5,164) (5,532) (5,695) 9,795 7,124 31,146 (4,043) (3,831) (10,027) 5,753 3,293 21,119 13,013 12,522 4,603 18,766 15,815 25,722	Statutory Result FY2016A FY2016F FY2017F
		166,136 164,142 177,353 (101,919) (102,659) (106,885) (46,726) (46,467) (33,296) (5,461) (8,895) -
		(154,106) (158,021) (140,181)
		12,030 6,121 37,172 3,581 3,542 8,472
		15,611 9,663 45,644 (2,549) (2,365) (2,633) (17,382) (17,628) (6,456)
		(4,320) (10,330) 36,555 244 307 286 (8,160) (7,915) (5,695)
		(12,236) (17,938) 31,146 (4,998) (5,921) (10,027)
		(17,234) (23,859) 21,119 13,013 12,522 4,603
		(4,221) (11,337) 25,722

Disclaimer and important information

The information contained in this document is general background information about GTN Limited (ACN 606 841 801) (the “ Company ”) and its activities as at the date of this document. It is in summary form and does not purport to be complete. It should be read in conjunction with the Company’s other periodic and continuous disclosure announcements. It is not financial product advice and does not take into account the investment objectives, financial situation or particular needs of individual investors. These should be considered, with or without professional advice, before deciding if an investment in the Company is appropriate.

The information contained in this document may include information derived from publicly available sources that has not been independently verified. No representation or warranty is made as to the accuracy, completeness or reliability of the information in this document or any assumptions on which it is based.

All amounts are in Australian dollars unless otherwise indicated.

This document may contain forward-looking statements, including the Company’s expectations about the performance of its business. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believe", "estimate", "plan", "project", "anticipate", "expect", "intend", “likely”, "may", "will", “could” or "should" or, in each case, their negative or other variations or other similar expressions, or by discussions of strategy, plans, objectives, targets, goals, future events or intentions. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements.

Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company and which may cause actual results to differ materially from those expressed or implied in such statements. Readers are cautioned not to place undue reliance on any forward-looking statements. Actual results or performance may vary from those expressed in, or implied by, any forward-looking statements. Past performance is not necessarily a guide to future performance and no representation or warranty is made by any person as to the likelihood of achievement or reasonableness of any forward-looking statements. The Company does not undertake to update any forward-looking statements contained in this document, to the maximum extent permitted by law.

Certain financial information in this document is prepared on a different basis to the Company’s Annual Financial Report, which is prepared in accordance with Australian Accounting Standards. Where financial information presented within this document does not comply with Australian Accounting Standards, a reconciliation to the statutory information is provided.

This presentation may contain certain unaudited financial information in relation to the Company. As such, it has not been subject to an audit or an audit process or otherwise independently verified.