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GTN LIMITED M&A Activity 2024

Oct 6, 2024

65025_rns_2024-10-06_2140e1ec-6c3f-4ad1-b040-19986b8a3f12.pdf

M&A Activity

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Market Announcements Office ASX Limited

James Stewart Partner

T +61290629052 E [email protected]

FOR IMMEDIATE RELEASE TO THE MARKET

7 October 2024

Dear Sir/Madam

Viburnum Holding Pty Ltd’s off-market takeover bid for all shares of GTN Limited (ACN 606 841 801) (ASX: GTN) (GTN) – completion of dispatch of bidder’s statement

We act for Viburnum Holdings Pty Ltd (ACN 680 363 268) ( Viburnum Holdings ) in relation to its off-market takeover bid for all of the ordinary shares in GTN ( Offer ).

We attach by way of service pursuant to item 8 of section 633(1) of the Corporations Act 2001 (Cth), notice stating that Viburnum Holdings has today completed sending its bidder’s statement in respect of the Offer to applicable GTN shareholders and optionholders.

Yours sincerely

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James Stewart Partner for Pinsent Masons

Pinsent Masons

Level 32 Gateway Tower 1 Macquarie Place Sydney NSW 2000

T +61 2 8024 2800 F +61 2 8024 2801

Pinsent Masons is a general partnership regulated by the Law Society of New South Wales (registration no. 30438). It is an affiliated entity of Pinsent Masons LLP, a limited liability partnership registered in England and Wales (registered number: OC333653). Reference to "Pinsent Masons" is to Pinsent Masons LLP and/or one or more of the affiliated entities that practise under the name "Pinsent Masons" as the context requires. The word "partner", used in relation to Pinsent Masons refers to a member or an employee or consultant of the partnership or any affiliated firm, with equivalent standing. A list of members of Pinsent Masons, those non-members who are designated as partners, and non-member partners in affiliated entities, is available for inspection at our offices or at www.pinsentmasons.com

For a full list of the jurisdictions where we operate, see www.pinsentmasons.com

Viburnum Holdings Pty Ltd ACN 680 363 268

Notice – section 633(1) items 7 and 8 Corporations Act 2001 (Cth) (Corporations Act)

Notice of completion of sending of Bidder’s Statement and Offers

To: GTN Limited

ASX Limited

Viburnum Holdings Pty Ltd ( Viburnum Holdings ) gives notice that is has today completed sending its bidder’s statement dated 9 September 2024 ( Bidder’s Statement ), which includes an offer dated 7 October 2024, to each person registered as a holder of ordinary shares in GTN or GTN options as at 7:00pm on 9 September 2024 (Sydney time), being the date set by Viburnum Holdings under section 633(2) of the Corporations Act.

In accordance with section 110D of the Corporations Act, the Bidder’s Statement has been sent by the following means:

  • GTN shareholders who have provided GTN with an electronic address for the purposes of receiving electronic copies of shareholder communications have been sent to their electronic address an email providing instructions as to how to access an electronic copy of the Bidder’s Statement; and

  • GTN shareholders who have not provided GTN with an electronic address for the purposes of receiving electronic shareholder communications and GTN optionholders have been sent to their registered postal address a letter providing instructions as to how to access an electronic copy of Bidder’s Statement.

Copies of the email and letters are enclosed with this notice.

Date: 7 October 2024

Signed for and on behalf of Viburnum Holdings Pty Ltd by:

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____ Jason Korman, Director

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Issuer Code: GTNT All Registry communications to: C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Telephone: +61 1300 554 474 Facsimile: +61 2 9287 0303 Email: [email protected] Website: www.linkmarketservices.com.au

[ADDRESS DETAILS]

7 October 2024

Dear GTN Shareholder

Bidder's Statement – Off-market takeover bid for GTN Limited

Viburnum Holdings Pty Ltd (ACN 680 363 268) ( Viburnum Holdings ) refers to the off-market takeover bid by Viburnum Holdings for all of the ordinary shares in GTN Limited (ACN 606 841 801) ( GTN Shares ) for $0.465 per GTN Share announced on 9 September 2024 ( Offer ).

The Offer will open on 7 October 2024 and is scheduled to close at 7:00pm (Sydney time) on 7 November 2024, unless extended or withdrawn.

IMPORTANT INFORMATION

In accordance with section 110D of the Corporations Act this letter provides instructions as to how you can access the bidder's statement dated 9 September 2024 released by Viburnum Holdings in respect of the Offer ( Bidder's Statement ).

The Bidder's Statement is being provided to you pursuant to item 6 of section 633(1) of the Corporations Act and sets out details of Viburnum Holdings' Offer, including its terms. We urge you to read the Bidder's Statement carefully.

HOW TO ACCESS THE BIDDER'S STATEMENT Online Paper The Bidder's Statement can be accessed via the You may request a physical copy of the Bidder's website below: Statement and personalised Acceptance Form https://events.miraqle.com/viburnum-takeover be posted to you by contacting Viburnum Holdings' share registry in respect of the Offer on 1300 554 474 (from within Australia) or +61 1300 554 474 (from outside Australia).

To accept the Offer, you should follow the instructions set out in Section 11.3 of the Bidder's Statement. You are able to accept the Offer online at https://events.miraqle.com/viburnum-takeover by following the instructions. You can also request that a personalised Acceptance Form be sent to you using the contact numbers for Viburnum Holdings' share registry set out above and can accept the Offer by following the instructions set out on that form.

If you have any questions about the Offer, please email Viburnum Holdings at [email protected].

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Issuer Code: GTNT All Registry communications to: C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Telephone: +61 1300 554 474 Facsimile: +61 2 9287 0303 Email: [email protected] Website: www.linkmarketservices.com.au

Yours faithfully

Jason Korman Director, Viburnum Holdings Pty Ltd

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Issuer Code: GTNT All Registry communications to: C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Telephone: +61 1300 554 474 Facsimile: +61 2 9287 0303 Email: [email protected] Website: www.linkmarketservices.com.au

7 October 2024

Dear GTN Shareholder

Bidder's Statement – Off-market takeover bid for GTN Limited

Viburnum Holdings Pty Ltd (ACN 680 363 268) ( Viburnum Holdings ) refers to the off-market takeover bid by Viburnum Holdings for all of the ordinary shares in GTN Limited (ACN 606 841 801) ( GTN Shares ) for $0.465 per GTN Share announced on 9 September 2024 ( Offer ).

The Offer will open on 7 October 2024 and is scheduled to close at 7:00pm (Sydney time) on 7 November 2024, unless extended or withdrawn.

IMPORTANT INFORMATION

In accordance with section 110D of the Corporations Act this letter provides instructions as to how you can access the bidder's statement dated 9 September 2024 released by Viburnum Holdings in respect of the Offer ( Bidder's Statement ).

The Bidder's Statement is being provided to you pursuant to item 6 of section 633(1) of the Corporations Act and sets out details of Viburnum Holdings' Offer, including its terms. We urge you to read the Bidder's Statement carefully.

HOW TO ACCESS THE
BIDDER'S STATEMENT
Online
The Bidder's Statement can be accessed via the
website below:
https://events.miraqle.com/viburnum-takeover
A
Paper
You may request a physical copy of the Bidder's
Statement to be posted to you by contacting
Viburnum Holdings' share registry in respect of
the Offer on
1300 554 474 (from within Australia) or +61
1300 554 474 (from outside Australia).

To accept the Offer, you should follow the instructions set out in Section 11.3 of the Bidder's Statement and on the accompanying Acceptance Form. You are also able to accept the Offer online at https://events.miraqle.com/viburnum-takeover by following the instructions. If you have any questions about the Offer, please email Viburnum Holdings at [email protected].

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Issuer Code: GTNT All Registry communications to: C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Telephone: +61 1300 554 474 Facsimile: +61 2 9287 0303 Email: [email protected] Website: www.linkmarketservices.com.au

Yours faithfully

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Jason Korman Director, Viburnum Holdings Pty Ltd

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Issuer Code: GTNT All Registry communications to: C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Telephone: +61 1300 554 474 Facsimile: +61 2 9287 0303 Email: [email protected] Website: www.linkmarketservices.com.au

7 October 2024

Dear GTN Optionholder

Bidder's Statement – Off-market takeover bid for GTN Limited

Viburnum Holdings Pty Ltd (ACN 680 363 268) ( Viburnum Holdings ) refers to the off-market takeover bid by Viburnum Holdings for all of the ordinary shares in GTN Limited (ACN 606 841 801) ( GTN Shares ) for $0.465 per GTN Share announced on 9 September 2024 ( Offer ).

The Offer will open on 7 October 2024 and is scheduled to close at 7:00pm (Sydney time) on 7 November 2024, unless extended or withdrawn.

IMPORTANT INFORMATION

In accordance with section 110D of the Corporations Act this letter provides instructions as to how you can access the bidder's statement dated 9 September 2024 released by Viburnum Holdings in respect of the Offer ( Bidder's Statement ).

You are receiving this letter because you are a holder of GTN options as at 7:00pm Sydney time on 9 September 2024 ( GTN Options ). Please note that Viburnum Holdings is not making a separate offer to holders of GTN Options, however if you exercise your GTN Options and are issued GTN Shares during the offer period, you will be able to accept the Offer in respect of some or all of those GTN Shares when they are issued provided that you do so before close of the Offer.

The Bidder's Statement is being provided to you pursuant to item 6 of section 633(1) of the Corporations Act and sets out details of Viburnum Holdings' Offer, including its terms. We urge you to read the Bidder's Statement carefully.

HOW TO ACCESS THE
BIDDER'S STATEMENT
Online
The Bidder's Statement can be accessed via the
website below:
https://events.miraqle.com/viburnum-takeover
Paper
You may request a physical copy of the Bidder's
Statement to be posted to you by contacting
Viburnum Holdings' share registry in respect of
the Offer on
1300 554 474 (from within Australia) or +61
1300 554 474(fromoutsideAustralia).

If you exercise your GTN Options and wish to accept the Offer in respect of some or all of the resulting GTN Shares, please contact Viburnum Holdings' share registry at 1300 554 474 (from within Australia) or +61 1300 554 474 (from outside Australia) to request a personalised Acceptance Form in respect of the resulting GTN Shares.

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Issuer Code: GTNT All Registry communications to: C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Telephone: +61 1300 554 474 Facsimile: +61 2 9287 0303 Email: [email protected] Website: www.linkmarketservices.com.au

If you have any questions about the Offer, please email Viburnum Holdings at [email protected].

Yours faithfully

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Jason Korman Director, Viburnum Holdings Pty Ltd