SOUTHERN CROSS MEDIA GROUP LIMITED 02R & 03R VARIATION

Pursuant to section 657D(3) of the Corporations Act 2001 (Cth)

The final orders made by the review Panel in Southern Cross Media Group Limited 02R & 03R on 17 January 2024 are varied by restating those orders with the following amendments:

(a) ARN or any of its Associates obtaining voting power of 100% in Southern Cross

(b) Order 1 having no application as a result of the operation of Order 5A or

(c) further order of the Panel."

"At the end of each 6-month period after the Variation Date, Order 1 ceases to apply in relation to 7,196,974 Relevant Shares."

[2] Unless otherwise indicated, all statutory references are to the Corporations Act 2001 (Cth), and all terms used in Chapters 6 to 6C have the meaning given in the relevant Chapter (as modified by ASIC)

[3] Defined as "a resolution that does not relate to any transaction to which ARN or any of its Associates is a party"

[4] See Southern Cross Media Group Limited 02R & 03R [2023] ATP 15 at [95]

[5] Citing Airpeak Pty Ltd v Jetstream Aircraft Ltd [1997] FCA 158; (1997) 23 ACSR 715 at [721] and Leighton Holdings Limited 02R [2010] ATP 14 at [16]

[6] Leighton Holdings Limited 02R [2010] ATP 14 at [16]

[7] Other than the alternative proposal made by ARN that the Southern Cross Board did not engage further with per its announcement on 15 May 2024

[8] Southern Cross Media Group Limited 02R & 03R [2023] ATP 15 at [61] to [96]

[9] Noting the review Panel stated at paragraph [91] that "...we consider that our orders deal with the substantive effects of ARN's contravention on the market for corporate control by preventing the Relevant Shares being used to block a competing proposal"

[10] Under rule 11(1) of the Panel's Procedural Rules

[11] See e.g. Sequoia Financial Group Limited [2024] ATP 14

[12] See paragraph 16(b)

[13] Southern Cross Media Group Limited 02R & 03R [2023] ATP 15 at [96]. See also [88] to [95]

[14] See regulation 16(2)(c)

[15] See rule 6(1)