GTN LIMITED — Capital/Financing Update 2017

Mar 30, 2017

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31 March 2017

DIVIDEND REINVESTMENT PLAN

GTN Limited (ASX Code: GTN) ( GTN ) has today issued:

• 727,638 new fully paid ordinary shares to shareholders participating in the Dividend Reinvestment Plan ( DRP ) for the 2017 half year dividend; and

• 2,037,036 new fully paid ordinary shares to Macquarie Capital (Australia) Limited (ABN 79 123 199 548) ( Macquarie ), pursuant to an Underwriting Agreement

• between GTN and Macquarie for the partial underwriting of the DRP for the 2017

• half year dividend,

at an issue price of $2.70 per share. Funds raised via the DRP will be used for general working capital purposes, specifically, to fund losses and working capital requirements associated with GTN’s investment in its United States operations.

Attached to this notice is:

• (a) an Appendix 3B seeking quotation of the new shares; and

• (b) a cleansing notice for the shares issued to Macquarie, as partial underwriter of the DRP.

GTN Limited Level 42, Northpoint, 100 Miller Street, North Sydney, NSW, 2060 Phone: 03 9935 3500 ACN: 606 841 801

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

GTN Limited

ABN

38 606 841 801

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Fully paid ordinary shares (Shares)
	727,638 Shares to GTN shareholders who elected to participate in GTN Dividend Reinvestment Plan (DRP). 2,037,036 Shares issued under GTN’s DRP Underwriting Agreement with Macquarie Capital (Australia) Limited (Macquarie) dated on or about 29 March 2017 (DRP Underwriting Agreement).

3 Principal terms of the The new Shares have the same terms as +securities (e.g. if options, existing Shares. exercise price and expiry date; if partly paid[+] securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

4 Do the[+] securities rank equally Yes, the new Shares rank equally with the in all respects from the[+] issue existing Shares. date with an existing[+] class of quoted[+] securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration $2.70 per Share issued to the participants of the DRP. $2.70 per Share in accordance with the DRP Underwriting Agreement. 6 Purpose of the issue The Shares have been issued to the (If issued as consideration for participants of the DRP in accordance with the acquisition of assets, clearly the DRP. identify those assets) The Shares have been issued to Macquarie pursuant to the DRP Underwriting Agreement under which Macquarie agreed to underwrite the DRP for GTN’s 2017 half year dividend up to $5,500,000. 6a Is the entity an[+] eligible entity No. that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder N/A resolution under rule 7.1A was passed 6c Number of[+] securities issued N/A without security holder approval under rule 7.1 6d Number of[+] securities issued N/A with security holder approval under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

6e Number of[+] securities issued N/A with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued N/A under an exception in rule 7.2 6g If[+] securities issued under rule N/A 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the[+] issue date and both values. Include the source of the VWAP calculation. 6h If[+] securities were issued under N/A rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining N/A issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 31 March 2017 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number +Class 8 Number and +class of all 224,720,643 Fully paid ordinary +securities quoted on ASX shares ( including the +securities in section 2 if applicable)

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	Nil
	No change. GTN’s dividend policy will apply to the new Shares in the same way asforexisting Shares.

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non-renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

+Issue date

33

N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one ) (a) X +Securities described in Part 1

(b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35	If the+securities are+equity securities, the names of the 20 largest holders of the additional+securities, and the number and percentage of additional	If the+securities are+equity securities, the names of the 20 largest holders of the additional+securities, and the number and percentage of additional
	+securities held by those holders
36	If the+securities are+equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories
	1 - 1,000
	1,001 - 5,000
	5,001 - 10,000
	10,001 - 100,000
	100,001 and over
37	A copy of any trust deed for the additional+securities
nti	ties that have ticked box 34(b)
38	Number of+securities for which N/A
	+quotation is sought
39	+Class of+securities for which N/A
	quotation is sought

Entities that have ticked box 34(b)

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

40 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state: •the date from which they do •the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment •the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another+security, clearly identify that other+security) 42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)	N/A
	N/A
	Number	+Class
	N/A	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

  • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Company Secretary Print name: Nathan Bartrop Date: 31 March 2017

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

31 March 2017

GTN LIMITED

NOTICE UNDER SECTION 708A(5)(e) CORPORATIONS ACT 2001 (CTH)

This notice is given by GTN Limited (ASX Code: GTN) (“ GTN ”) under section 708A(5)(e) of the Corporations Act 2001 (Cth) (“ Act ”).

On 31 March 2017, GTN issued 2,037,036 new ordinary fully paid shares to Macquarie Capital (Australia) Limited (ABN 79 123 199 548) (“ Macquarie ”), pursuant to an Underwriting Agreement between GTN and Macquarie (“ Shortfall Shares ”), for the partial underwriting of GTN’s 2017 half year dividend.

GTN confirms that:

• (a) the Shortfall Shares were issued without disclosure to investors under Part 6D.2 of the Act;

• (b) this notice is being given under section 708A(5)(e) of the Act;

• (c) as at the date of this notice, GTN has complied with:

• (i) the provisions of Chapter 2M of the Act as they apply to GTN; and

• (ii) section 674 of the Act; and

• (d) as at the date of this notice, there is no excluded information of the type referred to in sections 708A(7) and 708A(8) of the Act that is required to be set out in this notice under section 708A(6) of the Act.

All queries in relation to the above should be addressed to:

Nathan Bartrop

Company Secretary

GTN Limited

Level 42, Northpoint 100 Miller Street North Sydney NSW 2060