For personal use only - asx.com.au

1 ASX Announcement 26 june 2018 JCDecaux To Acquire APN Outdoor In A Recommended Transaction Key Highlights APN Outdoor Group Limited (ASX:APO, APN Outdoor or the Company) has entered into a Scheme Implementation Deed with JCDecaux SA (JCDecaux), under which JCDecaux has agreed to acquire 100% of the issued share capital of APN Outdoor for a cash price of $ per share (Scheme Consideration) (the Scheme). The Scheme Consideration values APN Outdoor s equity at approximately $1,119 million1, and at an enterprise value (EV) of $1,217 million2, implying an EV / FY18E multiple of The Scheme Consideration of $ per share represents a: o 18% premium to the undisturbed closing price on 19 june 20184 of $ ; o 26% premium to the 3-month volume weighted average price (VWAP) to 19 june 20184 of $ ; and o 34% premium to the 6-month VWAP4 to 19 june 2018 of $ The APN Outdoor Board also intends to declare a fully franked special dividend of up to $ per share immediately prior to implementation of the Scheme (Special Dividend).

2 The Special Dividend would have up to $ per share in franking credits attached. It remains at the discretion of the APN Outdoor Board whether the dividend is ultimately declared and paid. If the Special Dividend is paid, the Scheme Consideration would be reduced by the cash amount per share of any such dividend. The Scheme is subject to certain conditions, including approval from the Australian Competition and Consumer Commission (ACCC), the Australian Foreign Investment Review Board (FIRB) and the New Zealand Overseas Investment Office (OIO) (if required). Overview APN Outdoor has entered into a Scheme Implementation Deed with JCDecaux under which JCDecaux will acquire 100% of the issued share capital of APN Outdoor for a cash price of $ per share by way of a court-approved scheme of arrangement. The Scheme Consideration of $ per share values APN Outdoor s equity at approximately $1,119 million1, and at an enterprise value of $1,217 million2.

3 1 Calculated based on 167,005,841 ordinary shares outstanding. 2 Based on reported net debt of $ million as at 31 December 2017. 3 Based on forecast underlying FY18E EBITDA of $ million (mid-point of guidance issued to the market on 28 May 2018). 4 19 june 2018, being the day prior to press speculation regarding JCDecaux s takeover interest in APN Outdoor. for personal use only Regardless of whether the Scheme is implemented, if declared, APN Outdoor shareholders will be entitled to an interim dividend for 1H18 of up to $ per share if they continue to hold their shares on the record date for that dividend, which is expected to be in September 2018. The payment of the interim dividend will not reduce the Scheme Consideration that is payable pursuant to the Scheme. If the Scheme is implemented, the APN Outdoor Board also intends to declare a fully franked Special Dividend of up to $ per share.

4 The Special Dividend would have up to $ per share in franking credits attached. It remains at the discretion of the APN Outdoor Board whether the dividend is ultimately declared and paid. If the Special Dividend is paid, the Scheme Consideration would be reduced by the cash amount per share of any such dividend. APN Outdoor Directors Unanimously Recommend The Scheme APN Outdoor s Board of Directors unanimously recommend that APN Outdoor shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to an Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of APN Outdoor shareholders. Each Director of APN Outdoor intends to vote all the APN Outdoor shares that he or she holds or controls in favour of the Scheme, subject to those same qualifications. The Board of Directors of APN Outdoor believe that the Scheme is compelling for APN Outdoor shareholders for the following reasons: Valuation: The Scheme consideration of $ per share represents an EV of $1,217 million1,2, implying an EV / FY18E EBITDA multiple of This represents an attractive valuation having reference to multiples paid in precedent outdoor media acquisitions in Australia and New Zealand5.

5 Scheme Consideration Premium: The Scheme Consideration of $ per share represents an attractive premium of: o 18% premium to the undisturbed closing price on 19 june 20184 of $ ; o 26% premium to the 3-month volume weighted average price (VWAP) to 19 june 20184 of $ ; and o 34% premium to the 6-month VWAP to 19 june 20184 of $ Certainty Of Value: The 100% cash consideration provides APN Outdoor shareholders with certainty of value and the opportunity to realise their investment for cash, in full. APN Outdoor Chairman, Doug Flynn, said: The JCDecaux Scheme is an attractive, all-cash transaction. The APN Outdoor Board has unanimously concluded that the Scheme represents a compelling transaction for APN Outdoor shareholders. APN Outdoor Chief Executive Officer and Managing Director, James Warburton, said: The recommended acquisition of APN Outdoor by JCDecaux represents an excellent outcome for our shareholders, staff and partners.

6 5 Based on APN Outdoor management s assessment of the EBITDA multiples paid in a number of transactions where the target business was an Australian or New Zealand based outdoor media business, since 2011. for personal use only JCDecaux s proposal is testament to the position APN Outdoor holds in the Australian and New Zealand media sectors and our recent strong performance, winning and retaining key new contracts. The Scheme is great news for APN Outdoor staff. JCDecaux is a leading global out-of-home company, with more than 1 million advertising panels in more than 80 countries, more than 13,000 employees and 2017 revenue of 3,493 million6, Mr Warburton said. Details Of The Scheme Implementation Deed The implementation of the Scheme is subject to a number of conditions, including approval of APN Outdoor shareholders, the Federal Court of Australia, the ACCC, FIRB and OIO, there being no material adverse change, regulated event or prescribed occurrence, and an Independent Expert's Report concluding that the Scheme is in the best interests of APN Outdoor shareholders (and not changing or withdrawing that conclusion).

7 Full details of the conditions to the Scheme, as well as other terms that have been agreed, are set out in the Scheme Implementation Deed. A copy of this document is attached to this announcement. Special Dividend The APN Outdoor Board intends to declare and pay a fully-franked Special Dividend of up to $ per share on or shortly before the implementation of the Scheme. The quantum of the Special Dividend will be dependent on profits between now and completion of the Scheme. The Special Dividend would have up to $ per share in franking credits attached (subject to the availability of franking credits). The Scheme Consideration will be reduced by the amount of any Special Dividend. The payment and the amount of a Special Dividend remain at the discretion of the APN Outdoor Board, and will be subject to tax advice. APN Outdoor will provide an update on the expected quantum of the Special Dividend at the 1H18 results announcement in August 2018.

8 Indicative Timetable And Next Steps APN Outdoor shareholders do not need to take any action at this point in time. A Scheme Booklet containing information relating to the proposed acquisition, reasons for the Directors recommendation, an Independent Expert s Report and details of the Scheme meeting will be prepared and provided to the Australian Securities and Investments Commission for review, and subsequently sent to APN Outdoor shareholders. Shareholders will then have the opportunity to vote on the Scheme at a court-convened shareholder meeting. Subject to shareholder approval being obtained by the requisite majorities and the other conditions of the Scheme being satisfied, the Scheme is expected to be implemented in the fourth quarter of 2018. APN Outdoor expects to update the market on an indicative timetable during July 2018. 6 Restated from the retrospective application of IFRS 15, applicable from 1 January 2018.

9 for personal use only Advisers Allens, Cadence Advisory and Morgan Stanley are advising APN Outdoor in relation to the Scheme. For more information, please contact: Investors Media Ronn Bechler Neil Shoebridge Managing Director, Market Eye Partner, SKMG P: +61 400 009 774 E: P: +61 417 511 012 E: About APN Outdoor APN Outdoor is a leading outdoor company advertising across Australia and New Zealand, with over 40,000 high-impact connection points in iconic and influential locations. With a comprehensive, quality platform that reaches 97% of Australians every day, APN Outdoor delivers reach, impact and effectiveness. Our focus on insights, powered by data, provides a deep understanding of audiences, including where to find them and how to connect with them. At the heart of our business are innovative media solutions that amplify, engage and inspire action ensuring our advertisers achieve smarter impact.

10 It s not outdoor without us. for personal use only Company Name Our Ref 120775829:120775829 nsom A0143114666v1 120775829 Attachment - Scheme Implementation Deed for personal use only ANZ Tower 161 GPO Box 4227 Schedeed JCDecauxAPN Outd Castlereagh StreSydney NSW 200eme im x SA door Group eet Sydney NSW 201 Australia mplemLimited 2000 Australia mentatiT +61 2 9225 50herbertsmithfree ion 000 F +61 2 9322 DX 3612 4000 1 Sydney DeExecution v eedersionFor personal use only 26/06/18 (08:12) Contents 1 Contents Table of contents 1 Definitions and interpretation 2 Definitions .. 2 Interpretation .. 2 Deed components .. 2 2 Agreement to proceed with the Transaction 2 3 Conditions Precedent and pre-implementation steps 2 Conditions Precedent .. 2 Reasonable endeavours .. 4 Waiver of Conditions Precedent .. 5 Termination on failure of Condition Precedent .. 6 Certain notices relating to Conditions Precedent.