Southern Cross Media : Notice of AGM (including instructions on how to participate) (SCA Notice of Meeting 2024 3)

About this update from Southern Cross Media Group Limited

Southern Cross Media Group Limited ABN 91 116 024 536 Notice of Meeting Invitation to SCA's AGM Dear Shareholder, The annual general meeting (AGM) of Southern Cross Media Group Limited (SCA) will be held at 11:00am (AEDT) on Monday 25 November 2024 at Level 15, 50 Goulburn Street, Sydney NSW 2000. Shareholders and proxyholders will be able to attend and participate in the AGM in person at Level 15, 50 Goulburn Street, Sydney NSW 2000 or via a live webcast through the Computershare AGM online platform. Shareholders will be able to ask questions in relation to the business of the meeting and to vote in real time at the meeting. These processes are explained in this notice of meeting. I encourage you to participate in the meeting in person or via the online platform. Shareholders will be able to vote during the meeting or by lodging a proxy ahead of the meeting (even if you will participate in the meeting). If you are unable to attend the meeting, please lodge your proxy online at www.investorvote.com.au. The Board invites shareholders to submit questions in advance of the meeting. Shareholders may submit questions when voting online at www.investorvote.com.au. You will require the Control Number: 184115), your HIN/SRN and postcode/domicile code to vote online. This notice of meeting (which includes the following agenda, eligibility to vote and explanatory notes) sets out the following formal business to be conducted at the AGM: to receive and consider the Financial Report of SCA and the Directors' Report and Auditor's Report, for the financial year ended 30 June 2024 to re-elect Heith Mackay-Cruise as a non-executive director of SCA to elect Marina Go as a non-executive director of SCA to adopt the 2024 remuneration report to approve the grant of performance rights to the Managing Director, John Kelly. The directors recommend shareholders vote in favour of all resolutions. Attending the meeting in person The AGM will be held at Level 15, 50 Goulburn Street, Sydney NSW 2000. If you are attending in person, please bring your Proxy Form with you to assist with your registration. The registration desk will be open from 10:30am (AEDT). How to participate in the AGM online Shareholders can participate in the AGM and watch the webcast online using their computer or mobile device by entering the URL in their browser: https://meetnow.global/MYX5JH5 . The online platform will allow shareholders to view the meeting, vote and ask questions in real time. If you are planning to watch the webcast, we encourage you to submit a proxy and any questions ahead of the meeting. How to submit your vote in advance of the meeting Proxy votes must be received by 11:00am (AEDT) on Saturday 23 November 2024 to be valid for the meeting. Instructions on how to appoint a proxy are on the online voting website: www.investorvote.com.au. Your proxy may be appointed in a variety of ways described on page 2 of the notice of meeting under Proxies. We look forward to engaging with shareholders at the AGM. Please review the company's website for the following documents: a link from the Investors/Shareholder Information page to our share registry to register your email address to receive all shareholder information electronically and to obtain standard shareholder forms the company's 2024 Annual Report the company's Corporate Governance Statement copies of the company's ASX releases and financial presentations. Yours sincerely Heith Mackay-Cruise, Chair 24 October 2024 Notice of AGM 2024 | 1 Southern Cross Media Group Limited Notice of Meeting Agenda Ordinary Business 1. Financial report, directors' report and auditor's report To receive and consider the Financial Report of SCA and the Directors' Report and Auditor's Report, for the financial year ended 30 June 2024. 2. Election of directors To consider, and if thought fit, to pass the following as ordinary resolutions: 2a. That Heith Mackay-Cruise be re-elected as a director of SCA. 2b. That Marina Go be elected as a director of SCA. 3. Remuneration report To consider, and if thought fit, to pass as a non-binding ordinary resolution in accordance with section 250R(3) of the Corporations Act 2001 (Cth) (Corporations Act): That the remuneration report included in the Directors' Report for the financial year ended 30 June 2024 be adopted. The vote on this item is advisory only and does not bind the directors or SCA. The voting exclusion explained below applies to resolution 3. Special Business 4. Grant of performance rights to Managing Director To consider, and if thought fit, to pass as an ordinary resolution: For the purposes of ASX Listing Rule 10.14, and all other purposes, that approval be given for the grant of performance rights with a face value of up to $720,000 to SCA's Chief Executive Officer and Managing Director, John Kelly, under SCA's Executive Incentive Plan for FY25 on the terms summarised in the Explanatory Notes. As explained on pages 5 to 7 of the Explanatory Notes, SCA intends to grant Mr Kelly performance rights with a face value of up to $720,000 in September 2025 after measurement of his performance during FY25 against the performance conditions under SCA's Executive Incentive Plan. Eligibility to Vote For voting at the meeting, shares will be taken to be held by those persons holding shares in SCA that are listed for quotation on ASX and recorded on SCA's register at 7:00pm AEDT on Saturday 23 November 2024. Transactions registered after that time will be disregarded in determining shareholders entitled to vote at the meeting. Proxies If you are a shareholder entitled to vote, you may appoint a proxy. If you are a shareholder entitled to cast two or more votes, you may appoint two proxies and specify the number or proportion of votes that each may exercise, failing which each may exercise half of the votes. A proxy need not be a shareholder of SCA. Shareholders are encouraged to notify an appointed proxy of their appointment to enable them to participate in the meeting online and to exercise your voting instructions. Appointed proxies will need to contact Computershare Investor Services on +61 3 9415 4024 to obtain a username and password to vote online. Further details are available in the online meeting guide available at www.computershare.com.au/virtualmeetingguide. If you do not specify a proxy in your completed proxy vote or if the person you appoint as proxy does not participate in the AGM, the Chair of the meeting will be taken to be your proxy by default. In accordance with the Corporations Act, any directed proxies that are not voted as directed on a poll at the meeting will automatically default to the Chair of the meeting, who is required to vote proxies as directed. Corporate representatives Corporate shareholders and proxies that wish to appoint a representative to attend and vote at the AGM on their behalf must provide their representative with a properly executed letter or other document confirming the representative's authority in accordance with section 250D of the Corporations Act. A form of authorisation may be obtained from Computershare at www-au.computershare. com/Investor/help/PrintableForms. A copy of the authorisation must be lodged with SCA before the AGM by following the instructions on the authorisation. Voting restrictions apply to SCA's key management personnel (KMP) and their closely related parties, which affect proxy voting. Members of SCA's KMP (comprising the non-executive directors, the Managing Director, the Chief Financial Officer and the Chief Commercial Officer) and their closely related parties will not be able to vote your proxy on resolutions 3 and 4 unless you direct them how to vote by marking a voting box for those items, or the Chair of the meeting is your proxy and the proxy form expressly authorises the Chair to exercise the proxy as the Chair thinks fit. The term 'closely related party' is defined in the Corporations Act and includes the KMP's spouse, dependants and certain other close family members, as well as any companies controlled by the KMP or by the KMP's spouse, dependants and certain other close family members. If you intend to appoint a member of the KMP as your proxy, please ensure that you direct them how to vote on resolutions 3 and 4. If you appoint the Chair of the meeting as your proxy or he becomes your proxy by default, and you do not provide any voting directions on your proxy vote, by validly submitting your proxy, you will be expressly authorising the Chair of the meeting to cast your vote on resolutions 3 and 4 as he sees fit. This applies even though these resolutions relate to the remuneration of SCA's KMP. The Chair of the meeting intends to vote all available proxies in favour of all resolutions. Voting exclusions Resolution 3 SCA will disregard any votes cast on resolution 3 by or on behalf of a member of the KMP whose remuneration is disclosed in the remuneration report, and their closely related parties (each a Prohibited Voter ), unless the vote is cast on resolution 3: as proxy for a person who is not a Prohibited Voter, and the vote is cast in accordance with the direction on the proxy form; or by the Chair of the meeting as proxy for a person who is not a Prohibited Voter, and the proxy form expressly authorises the Chair to exercise the proxy as the Chair thinks fit. Resolution 4 SCA will disregard any votes cast in favour of resolution 4 by or on behalf of the Managing Director (being the only director entitled to participate in an employee incentive scheme) or any of his associates. SCA will also disregard any votes cast in favour of resolution 4 by a KMP at the date of the meeting or any of their closely related parties that is appointed as proxy, if their proxy appointment does not specify the way in which the proxy is to vote. 2 | Notice of AGM 2024 Southern Cross Media Group Limited Notice of Meeting However, SCA need not disregard a vote if the vote is cast in favour of resolution 4: as proxy for a person entitled to vote on resolution 4 in accordance with the direction on the proxy form; by the Chair of the meeting, as a proxy for a person entitled to vote on resolution 4 and the proxy form expressly authorises the Chair to exercise the proxy as the Chair thinks fit; or by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting and is not an associate of a person excluded from voting, on the resolution; and the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. The Chair of the meeting intends to vote all available proxies in favour of resolutions 3 and 4. Where to lodge a proxy Online: www.investorvote.com.au (by following the instructions set out on the website). Shareholders who elected to receive their notice of meeting and proxy form electronically or have provided SCA with their email address will have received an email with a link to the Computershare site. You will need a specific six-digit Control Number (184115) to vote online. This number is located on the front of your personalised shareholder notice. To take effect, the electronic proxy appointment (and the power of attorney or other authority under which it is signed, if any) must be received by Computershare no later than 11:00am (AEDT) on Saturday 23 November 2024. You can arrange to receive shareholder information electronically by contacting Computershare on 1300 766 272 (within Australia) or +61 3 9415 4257 (outside Australia) or at www.investorcentre.com/au. Custodian voting: For intermediary online subscribers only (Custodians), please submit your voting intentions at www.intermediaryonline.com. Questions and comments from shareholders In accordance with the Corporations Act and SCA's past practice, a reasonable opportunity will be given to shareholders at the meeting to ask questions about, or make comments on, the management of SCA and the remuneration report. Shareholders will also be given a reasonable opportunity at the meeting to ask SCA's auditor, PricewaterhouseCoopers, questions relevant to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by SCA in relation to the preparation of the financial statements, and the independence of the auditor in relation to the conduct of the audit. Written questions may be submitted by shareholders in advance of the meeting, including questions for SCA's auditor PricewaterhouseCoopers. Shareholders can submit their questions in advance of the meeting when voting online prior to the meeting at investorvote.com.au. To be considered in advance of the meeting, written questions must be received no later than 5:00pm (AEDT) on Thursday 21 November 2024. Participating in the meeting online Shareholders can also submit questions in relation to the business of the meeting and vote on the resolutions in real time during the meeting via the Computershare online meeting platform. Shareholders participating in the meeting using the Computershare online platform will be able to vote between the commencement of the meeting and the closure of voting as announced by the Chair during the meeting. By participating in the meeting online you will be able to: hear and view meeting slides; submit questions at the appropriate time whilst the meeting is in progress; and vote during the meeting. Instructions on how to log on to ask questions during the meeting are outlined below and available in the meeting guide at https://www.computershare.com.au/ virtualmeetingguide. Only shareholders may ask questions online and only after they have been verified. It might not be possible to respond to all questions raised during the meeting. Shareholders are therefore encouraged to lodge questions prior to the AGM, as outlined on page 3. If you choose to participate in the meeting, online registration will open 30 minutes before the meeting at 10:30am (AEDT) on Monday 25 November 2024. To register to participate in the meeting, log in by entering the following URL https://meetnow.global/MYX5JH5 on your computer, tablet or smartphone. Ensure you have your SRN/HIN and registered postcode or country code ready. Proxyholders will need to contact Computershare on +61 3 9415 4024 before the meeting to obtain their login details. To participate in the meeting online follow the instructions below: Click on 'Join Meeting Now' Enter your SRN/HIN. (Proxyholders will need to contact Computershare on +61 3 9415 4024 before the meeting to obtain their login details) Enter the postcode registered to your holding if you are an Australian shareholder. If you are an overseas shareholder, select the country of your registered holding from the drop-down list Accept the Terms and Conditions and 'click continue'. More information regarding participating online in AGMs (including browser requirements) is available in the Computershare online meeting guide at https://www.computershare.com.au/virtualmeetingguide . All resolutions will be by poll The Chair intends to call a poll on each of the resolutions set out in this notice of meeting. Technical difficulties Technical difficulties may arise during the AGM. The Chair has discretion about whether and how the meeting should proceed if a technical difficulty arises. In exercising his discretion, the Chair will consider the number of shareholders affected and the extent to which participation in the business of the meeting is affected. Where he considers it appropriate, the Chair may continue to hold the meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, shareholders are encouraged to lodge a proxy by 11:00am (AEDT) on Saturday 23 November 2024 even if they plan to attend online. Notice of AGM 2024 | 3 Southern Cross Media Group Limited Notice of Meeting Explanatory Notes These explanatory notes form part of the notice of meeting and should be read in conjunction with it. These explanatory notes have been prepared to provide shareholders with important information regarding the items of business proposed for consideration at the AGM. Resolutions 1, 2, 3 and 4 are ordinary resolutions. An ordinary resolution is passed where a simple majority of votes cast by shareholders entitled to vote on the resolution is cast in favour of the resolution. Resolution 3 is a non-binding resolution. 1. Financial report, directors' report and auditor's report SCA's 2024 Annual Report (which includes the financial report, the directors' report and the auditor's report) has previously been distributed. Shareholders can view a copy of the Annual Report on SCA's website at www.southerncrossaustereo.com.au. A printed copy of SCA's 2024 Annual Report has been sent to those shareholders who have elected to receive a printed copy. Shareholders will be given a reasonable opportunity to ask questions about, and make comments on, the reports and SCA's management, businesses, operations, financial performance and prospects; however, there will be no formal resolution put to the meeting. SCA's auditor will also attend the meeting to answer questions in relation to the conduct of the audit (including the independence of the auditor), the preparation and content of the auditor's report and the accounting policies adopted by SCA. Shareholders may also submit questions in advance of the meeting in accordance with the instructions on page 3 of this notice. 2. Election of directors Article 10.3 of SCA's Constitution requires that one-third of the directors on the Board (or, if their number is neither three nor a multiple of three, then the number nearest one-third) must retire at each AGM. If they are eligible, they may stand for re-election. For these purposes, a director who has been appointed by the Board under article 10.8 of SCA's Constitution is disregarded. Heith Mackay-Cruise will retire by rotation. Being eligible, Heith Mackay-Cruise offers himself for re-election. The Board appointed Marina Go as an independent non-executive director of SCA on 1 October 2024. In accordance with article 10.8 of SCA's Constitution, she holds office until the conclusion of the AGM and offers herself for election by shareholders. The Board aims to ensure that: directors have a diverse and relevant cross-section of experience and expertise including people leadership, media sector experience, digital transformation, risk management and specific aspects of SCA's core media business the Board is the right size for SCA's needs the non-executive directors on the Board apply independent thought to all decisions that come before the Board directors maintain and build their corporate knowledge and experience there is an orderly process for periodic review and refreshment of the Board's composition to ensure it continues to satisfy the above aims. Three directors have retired since SCA's 2023 AGM. Former Chair Rob Murray, along with Glen Boreham, retired on 27 March 2024. The Board appointed Heith Mackay-Cruise as Chair from that date. Helen Nash retired on 30 September 2024. The Board considers that its size and mix of skills and experience are appropriate for SCA's needs. The Board has adjusted the composition of its committees to balance the responsibilities of directors and plan for future succession. This includes disbanding the Board's former Digital Transformation Committee and Marina Go taking over from Heith Mackay-Cruise as Chair of the People and Culture Committee. 2a. Re-election of Heith Mackay-Cruise as a non-executive director Heith Mackay-Cruise was appointed as an independent non-executive director of SCA on 30 October 2020 and was most recently re-elected by shareholders on 27 October 2023. As noted above, the Board appointed Heith as Chair on 27 March 2024, and he also serves as a member of the Board's People and Culture Committee and Audit and Risk Committee. Heith Mackay-Cruise has been involved in the media, education and technology sectors over the past 25 years. In Heith's executive career, he was the founding CEO of Sterling Early Education, the Global CEO and Managing Director of Study Group Limited, and CEO for PBL Media New Zealand. Heith also held senior executive positions with Australian Consolidated Press and worked in sales and marketing roles for PepsiCo around Australia. Heith is a non-executive director of Codan Limited (ASX: CDA) where he is a member of the Board's Remuneration and Nomination Committee. He is a non-executive national director of the Australian Institute of Company Directors where he chairs the Board's Digital Transformation Committee, and is non-executive Chair of private equity owned technology business, Orro Pty Ltd. Heith was previously non-executive Chair of Straker Limited (ASX: STG), LiteracyPlanet, hipages Limited (ASX: HPG), and the Vision Australia Foundation, and a non-executive director of LifeHealthcare and Bailador Technology Investments Limited (ASX: BTI). Heith is a mentor with Kilfinan Australia, a Fellow of the Australian Institute of Company Directors and has a Bachelor of Economics degree from the University of New England. The directors (excluding Heith Mackay-Cruise) unanimously recommend shareholders vote in favour of resolution 2a. 2b. Election of Marina Go as a non-executive director Marina Go has over 30 years of leadership experience in the media industry, having started her career as a journalist and editor. Marina's media executive roles included Private Media CEO, GM of Hearst-Bauer and Country CEO of Hearst Australia, Editor-In-Chief and Group Publisher of Pacific Magazines, and GM of Magazines at Fairfax. As an executive, she developed and launched numerous magazines, websites and spin-off brands and is co-founder of the leadership women's website, Women's Agenda. Marina is Chair of Adore Beauty and a non-executive director on the boards of Transurban; Energy Australia, where she chairs the Sustainability Committee; Autosports Group, where she chairs the People and Remuneration Committee; and the Australian Institute of Company Directors, where she chairs the People and Culture Committee. Marina was previously Chair of organisations including The Walkley Foundation, UTS Centre for Media Transition Advisory Board, Wests Tigers NRL Club, Super Netball Commission, Netball Australia, and Ovarian Cancer Australia. Marina has announced she will retire as a director of Autosports Group from the end of its AGM on 22 November 2024. 4 | Notice of AGM 2024 Southern Cross Media Group Limited Notice of Meeting She is a member of UNSW's Business Advisory Council, the National Foundation for Australia-China Relations Advisory Board, ANU's Centre for Asian-Australian Leadership Advisory Board, O'Connell Street Associates, Chief Executive Women, and the Australian Institute of Company Directors. She holds a Bachelor of Arts degree, with a major in Mass Communications, from Macquarie University and a Master of Business Administration (executive) from the Australian Graduate School of Management at the University of NSW. Boss magazine named Marina as one of the 20 True Leaders of 2016, she was the 2021 recipient of the NSW Leadership Award, Women and Leadership Australia, and she was awarded a Member of the Order of Australia in 2023 for her services to business governance, sports administration and the media. The directors (excluding Marina Go) unanimously recommend shareholders vote in favour of resolution 2b. 3. Remuneration report Listed companies, such as SCA, are required to provide detailed disclosures in their directors' report about the remuneration of non-executive directors and executive KMP. These disclosures are set out in the remuneration report (which forms part of the directors' report) in SCA's 2024 Annual Report. There will be a reasonable opportunity for shareholders to comment on, and ask questions about, the remuneration report. The vote on resolution 3 is advisory only and will not bind the directors or SCA. However, the Board will consider the outcome of the vote when reviewing SCA's remuneration practices and policies. For the voting exclusions applicable to resolution 3, refer to page 2 of this notice of meeting. The directors unanimously recommend shareholders vote in favour of resolution 3. 4. Grant of performance rights to Managing Director The Board appointed John Kelly as CEO and Managing Director on 1 July 2023. Information about Mr Kelly's remuneration package is provided in the remuneration report in SCA's 2024 Annual Report. His actual remuneration for FY24 was $817,522 made up of $786,392 in cash salary and fees, $3,732 in non-monetary benefits, and $27,399 in superannuation contributions. To provide appropriate incentive for Mr Kelly to develop and implement SCA's strategic direction and create sustainable value for shareholders, the Board also granted Mr Kelly a total opportunity of $1,200,000 under SCA's Executive Incentive Plan (EIP) in FY24, comprising a cash bonus opportunity of $480,000 and an opportunity to earn performance rights with a face value of up to $720,000. As explained in the remuneration report, considering that SCA's corporate earnings outcomes in FY24 fell short of targets and the ongoing deterioration in SCA's share price during the year, the Board decided that no incentive awards should be made to Mr Kelly and other leadership executives under the FY24 EIP. In FY25, the Board has approved total fixed remuneration of $821,848 for Mr Kelly while maintaining his total opportunity of $1,200,000 under SCA's EIP, comprising a cash bonus opportunity of $480,000 and an opportunity to earn performance rights with a face value of up to $720,000 under SCA's EIP. The Board intends to acquire shares on-market to satisfy the allocation of shares on vesting of any performance rights granted under SCA's EIP. In this case, the grant of performance rights to the Managing Director and allocation of shares on vesting of those performance rights do not require shareholder approval under ASX Listing Rule 10.14 (which, in summary, provides that a listed company must not issue performance rights to a director under an employee incentive scheme unless it obtains approval from its shareholders, or the shares granted on vesting of the performance rights are acquired on-market). However, as in the past, SCA seeks shareholder approval in the interests of transparency and good corporate governance, and so that the Board will have flexibility to satisfy vesting of any performance rights by the issue of new shares. Under ASX Listing Rule 10.14, a director is only permitted to acquire equity securities under an employee incentive scheme after the company has obtained shareholder approval. Exceptions to Listing Rule 10.14 are set out in Listing Rule 10.16 which provides that Listing Rule 10.14 does not apply to the following: securities purchased on-market by or on behalf of directors or their associates under an employee incentive scheme where the terms of the scheme permit such purchases; or the grant of options or other rights to acquire securities to directors under an employee incentive scheme, where the securities to be acquired on the exercise of the options or in satisfaction of the rights are required by the terms of the scheme to be purchased on-market. For the purposes of ASX Listing Rule 14.1A, if approval is not obtained from shareholders, then the Board will consider whether to proceed with the grant, make the grant on different terms or acquire shares on-market to satisfy the vesting of any performance rights granted to Mr Kelly. Performance rights already held by John Kelly At the date of this notice, Mr Kelly holds the following performance rights granted to him under SCA's EIP. Face Value EIP Vesting date No rights Per right Total FY23 August 2025 216,637 $0.7351 $159,250 FY24 N/a - - - Total - 216,637 - $159,250 In September 2024, Mr Kelly received 68,160 fully paid ordinary shares in SCA following partial vesting of performance rights granted to him under SCA's FY22 EIP. Those shares are subject to a disposal restriction until 1 July 2026 or earlier cessation of Mr Kelly's employment with SCA. As explained above, the Board decided that no incentive awards should be made to Mr Kelly and other leadership executives under the FY24 EIP. Summary details of the EIP (including how the face value of performance rights is calculated and applicable vesting conditions), along with the key terms of the performance rights that may be granted to Mr Kelly for FY25, are set out below. Details of the proposed FY25 EIP grant The proposed FY25 EIP grant for Mr Kelly is for performance rights with a face value of up to $720,000. The grant represents a portion of the at-risk incentive component of Mr Kelly's FY25 remuneration package and will be delivered under SCA's EIP, operated in accordance with SCA's Senior Executive Remuneration Framework (Framework). Mr Kelly's total remuneration package for FY25 includes an at-risk incentive opportunity under SCA's EIP of $1,200,000. This represents approximately 60% of Mr Kelly's total remuneration package. Notice of AGM 2024 | 5 Southern Cross Media Group Limited Notice of Meeting To the extent the EIP performance conditions for Mr Kelly are satisfied during FY25, SCA will make an EIP award to him and will satisfy the dollar value of the EIP award by: paying Mr Kelly the cash component of the EIP award (a maximum of $480,000); and granting Mr Kelly performance rights with a face value equal to the equity component of the EIP award (a maximum of $720,000) in two equal tranches. The number of performance rights granted to Mr Kelly will be calculated by dividing the dollar value of the equity component of the EIP award by the Face Value of a performance right. The Face Value of a performance right is: the volume weighted average price of SCA's shares for the five trading days commencing seven days after SCA's results for FY25 are announced to ASX; less the amount of any final dividend per share declared as payable in respect of FY25. Any performance rights granted to Mr Kelly will be eligible for vesting at the end of year 3, two years after their grant to him. This two-year period is referred to as the service period. Conditions for vesting of any performance rights granted to Mr Kelly are described further below. FY25 performance conditions The Board has established performance conditions for Mr Kelly in FY25 in three categories: financial performance (60%), strategic execution (30%) and culture and behaviour (10%). There are three financial performance measures under the EIP in FY25: group earnings before interest, tax, depreciation and amortisation (EBITDA) , distributable cash flow, and non-revenue related (NRR) costs. Achievements against these financial measures will be based on SCA's audited financial report for FY25. The Board has discretion to adjust targets and outcomes to ensure executive reward is appropriately linked to corporate performance. For this purpose, the Board may consider matters including SCA's overall corporate performance and progress against strategic objectives; significant non-cash items (for example impairment losses); acquisitions, divestments and one-off events; and abnormal or non-recurring items. Performance conditions for strategic execution under the EIP focus on implementation of strategic initiatives, major projects and material operational improvements designed to deliver growth, improved and sustainable business performance, and shareholder value. Performance conditions for culture and behaviour under the EIP focus on maintaining a positive corporate culture, effective leadership and development, retaining talent, and building effective external relationships to improve and sustain long-term business performance and shareholder value. The following gateways and vesting schedules apply for EIP awards based on financial performance in FY25 (representing 60% of Mr Kelly's opportunity under the EIP): FY25 EBITDA Vesting percentage (percentage of target) Below 95% Nil vesting 95% 50% Above 95% to 102.5% Straight-line vesting between 50% and 100% Above 102.5% 100% FY25 Distributable cash flow Vesting percentage (percentage of target) Below 95% Nil vesting 95% 50% Above 95% to 100% Straight-line vesting between 50% and 100% Above 100% 100% FY25 NRR costs Vesting percentage (percentage of target) Above target Nil vesting Target or below 100% Assessment and payment of EIP award After the end of FY25, the Board will calculate the financial measures under the EIP and will assess Mr Kelly's performance against the non-financial measures (strategy execution, and culture and behaviour). The Board will settle Mr Kelly's EIP award by a cash payment equal to 40% of his EIP award and grant of performance rights with a face value equal to 60% of his EIP award. SCA will grant these performance rights to Mr Kelly in September 2025 after determination of their face value. Vesting of performance rights and allocation of shares If Mr Kelly remains employed by SCA at the end of his applicable service period on 30 June 2027: one half (Tranche 1) of Mr Kelly's performance rights will vest; and the other half (Tranche 2) will be eligible for vesting according to the following scale: EPS CAGR (FY25-27) Vesting percentage 1.5% or below Nil vesting Above 1.5% to 8% Straight-line vesting between 0% and 100% Above 8% 100% SCA will allocate one fully paid ordinary share for each of Mr Kelly's performance rights that vests after the end of the service period. Mr Kelly will receive an additional allocation of fully paid ordinary shares with a value equal to the dividends paid on vested rights over the service period. The Board has discretion to settle vested awards in cash. Any performance rights that do not vest at the end of the applicable service period will lapse. This could occur because Mr Kelly is no longer employed by SCA on 30 June 2027 or to the extent that SCA's EPS CAGR is less than 8% for the three years ending on 30 June 2027. The Board has the discretion to fulfil SCA's obligation to allocate shares on vesting by issuing new shares or acquiring shares on-market. Retention of shares Shares allocated to Mr Kelly under the FY25 EIP will be subject to disposal restrictions for two years (until 1 July 2029) or cessation of Mr Kelly's employment, whichever is earlier. These shares will be subject to further disposal restrictions under the Senior Executive Share Ownership Policy unless Mr Kelly has accumulated the target shareholding required by the Senior Executive Share Ownership Policy. This requires Mr Kelly to invest an amount not less than 100% of his base salary in acquiring SCA shares. 6 | Notice of AGM 2024 Southern Cross Media Group Limited Notice of Meeting Cessation of employment If Mr Kelly ceases employment with SCA during the five-year term of the FY25 EIP grant, the treatment of his rights under the EIP will be determined by the time and circumstances of the cessation of his employment. During performance period (1 July 2024 to 30 June 2025): If Mr Kelly ceases employment due to resignation during the performance period, termination for cause or poor performance, he will not be eligible for an award under the FY25 EIP. If Mr Kelly ceases employment for any other reason during the performance period, the Board has discretion to make an award under the EIP on a pro-rata basis considering time and the performance to date against the applicable performance measures, to hold the EIP award to be tested against the applicable performance measures at the end of the original performance period, or to treat the EIP award in any other manner it considers appropriate. During service period (1 July 2025 to 30 June 2027): If Mr Kelly ceases employment due to resignation or termination for cause or poor performance during the service period, all unvested performance rights granted under the FY25 EIP will lapse at cessation, unless otherwise determined by the Board. If Mr Kelly ceases employment for any other reason during the service period, the Board has discretion to vest any unvested performance rights on a pro-rata basis considering time and the performance to date against the EPS performance hurdle, to hold all or a part of any unvested performance rights to be tested against the EPS performance hurdle at the end of the original service period, or to treat the EIP award in any other manner it considers appropriate. After service period (after 30 June 2027): If Mr Kelly ceases employment after 30 June 2027, the Board will release the shares held by him from any remaining restrictions on disposal. Mr Kelly is prohibited from hedging the share price exposure in respect of performance rights or shares received by him under the EIP. If shareholder approval is obtained, further details of the performance rights granted to Mr Kelly under the FY25 EIP will be provided in the remuneration reports for SCA's financial years ending 30 June 2025 to 2027. Change of control If a change of control event in relation to SCA occurs before assessment of performance under an EIP award or before vesting of performance rights granted under an EIP award, the Board has discretion as to how to treat the unassessed award or unvested performance rights, including to forfeit or make an award in whole or in part and to determine performance rights will vest or lapse in whole or in part, or that performance rights will continue subject to the same or different conditions. In exercising its discretion, the Board may consider the proportion of the performance period and the service period that has passed at the time of the change of control, the performance to date of SCA and Mr Kelly against applicable performance conditions, and any other matters the Board considers to be relevant. Other information Further details of Mr Kelly's remuneration appear in the remuneration report. No amount is payable by Mr Kelly in respect of the grant of performance rights, nor in respect of any shares granted upon vesting of performance rights under the EIP. No other director is eligible to participate in the EIP. No performance rights have been granted to any other directors under the EIP. There is no loan arrangement in relation to the grant of performance rights under the EIP. For the voting exclusions applicable to resolution 4, please refer to page 2 of this notice of meeting. The directors (excluding the Managing Director) unanimously recommend that shareholders vote in favour of resolution 4. By Order of the Board of Southern Cross Media Group Limited Tony Hudson Company Secretary 24 October 2024 Notice of AGM 2024 | 7 Southern Cross Media Group Limited Notice of Meeting DIRECTORY Southern Cross Media Group Limited Level 2, 101 Moray Street South Melbourne VIC 3205 Australia Telephone: 03 9252 1019 (Australia) +61 3 9252 1019 (International) Website: www.southerncrossaustereo.com.au Directors: Heith Mackay-Cruise (Chair) John Kelly (Managing Director) Carole Campbell Marina Go Ido Leffler Secretary: Tony Hudson Registry Computershare Investor Services Pty Ltd GPO Box 2975 Melbourne VIC 3001 Telephone: 1300 766 272 (Australia) +61 3 9415 4257 (International) Facsimile: +61 3 9473 2500 Financial report A copy of SCA's Annual Report for the period ended 30 June 2024 is available on SCA's website: www.southerncrossaustereo.com.au Notice of AGM 2024 | 8

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