ARN Media Limited ($A1N)

Good morning, ladies and gentlemen, and welcome to the Annual General Meeting of ARN Media Limited. On behalf of the Board, I begin today by acknowledging the traditional custodians of the land on which we meet, and the continuing connection to land, seas, sky and community. Today, I'm on Gadigal land, part of the Eora Nation, and I pay my respects to their Elders past and present and emerging, and extend that respect to all Aboriginal and Torres Strait Islander peoples. My name is Hamish McLennan, and with me in the room my fellow directors, Belinda Rowe; Paul Connolly; Alison Cameron and Brent Cubis. Also joining us are our CEO, Michael Stephenson; and our CFO, Alexis Poole; Company Secretary, Jeremy Child; and our Auditor from EY, Graham Leonard. I am informed that there is a quorum present and accordingly declare the meeting open. As Chair of ARN Media, it is my privilege to address the shareholders at the close of a year of significant transformation. Amid rapid disruption across the global media sector, the Board and the management act decisively to reshape the company, sharpen our strategic focus and position ARN for the next phase of its journey. The media industry is undergoing a profound technological and cultural shift, advances in data, automation, AI, and digital distribution are reshaping how audience engage with content and how advertisers connect with them in an increasingly digital world. Despite the pace of change, broader macroeconomic headwinds and ongoing softness in the advertising market, the Board is encouraged by the progress we've made against the company's strategic priorities. In 2025, the company strengthened its focus on core brands, sustained momentum in digital growth, tightened operating discipline and allocation capital thoughtfully while navigating a challenging industry environment. With a refreshed leadership team in place, ARN is operating with greater focus, discipline and clarity. Stronger financial control, more deliberate capital allocation and an increased emphasis on execution have strengthened the balance sheet and will enhance the company's ability to compete as the media landscape continues to evolve. As of December 31, 2025, ARN on a continued operation basis, maintained a strong financial foundation with net assets of $275.3 million. Our balance sheet remains robust with net debt of $64 million and a pre-AASB 16 leverage ratio of 1.66x EBITDA before significant items. Strong cash generation continues to be a defining feature of ARN's financial performance. The group retains substantial financial flexibility, having successfully refinanced its debt facilities in December 2025, and with a $66 million amount of undrawn facilities available. Since 2018, the Board has made deliberate strategic choices to simplify the group and to focus ARN on its strongest and most scalable platforms. This has involved exiting noncore activities. The final step in this process is the divestment of selected noncore assets with Cody Hong Kong, the last remaining disposal, currently underway. As a result, ARN's balance sheet has been materially strengthened. Net debt has reduced. Our facilities have been refinanced and liquidity headroom remains robust. Cash generation remains strong. Over the past 12 months, we have reduced debt by $25 million, underpinned by the underlying cash performance of the business and disciplined capital management. These outcomes reinforce a simple point. While we recognize that the company's current market capitalization and share price do not reflect the underlying value the Board sees in the business. ARN remains financially sound, cash generative, well funded and positioned with the balance sheet strength and liquidity required to deliver long-term value for shareholders. At our upfront in October of last year, under new leadership, we clearly outlined our vision for the future of our business to transform a traditional radio business to an entertainment company. At the core of this is the creation, distribution, monetization of premium content across radio, digital audio, video and social platforms. At the heart of our strategy is our long-term partnership with iHeart, which provides access to a global platform, world-class technology and sophisticated data capability without the need for material upfront capital investment. This capital-light model allows us to leverage the strength of a global entertainment powerhouse while preserving balance sheet flexibility and remaining disciplined with our capital allocation. FY '25 also marked an important leadership transition. On behalf of the Board, I'd like to thank Ciaran Davis for his significant contribution to ARN over many years. The Board is pleased to welcome Michael Stephenson as Chief Executive Officer. Michael is one of the country's leading media executives. He brings more than 30 years of media experience, deep commercial acumen, digital transformation and a clear vision for ARN's future. He has already played a key role in accelerating the company's transformation. The Board recognizes that remuneration is a key accountability mechanism, and we have structured management incentives to be market competitive, transparent and tightly aligned to shareholder outcomes. Fixed remuneration provides stability to attract and retain leadership -- the leadership capability required to execute a complex transformation, while variable remuneration is meaningfully weighted to at-risk outcomes and subject to robust governance, including independent benchmarking, clear performance gateways and Board discretion. Importantly, the long-term incentive framework is anchored to an EPS KPI that is deliberately aspirational and stretching. It requires compounding growth of 26% to 31% per annum out to 2029, reflecting the scale of the value creation task and ensuring that reward is earned only if sustained, exceptional performance is delivered over the long term. During the year, we were able to attract world-class talent with deep expertise in content, data, technology, financial and commercial execution. This uplift in capability is already improving the quality and speed of decision-making and accelerating delivery across the business. The Board recognizes its responsibility to guide the company through periods of significant change with strong governance, disciplined decision-making and a clear long-term perspective. With that in mind, I would like to further address the current legal dispute involving Quasar Media and Henderson Media. As shareholders are aware, an incident occurred on air between Kyle Sandilands and Jackie Henderson on February 20, 2026. Following that incident, Ms. Henderson took a leave of absence during which she received the full support and care of management. On February 26, 2026, Ms. Henderson advised that she could not continue to work with Mr. Sandilands and that direct contact with Mr. Sandilands was now untenable. The company considered this a repudiation of her contract on the basis that it was not possible for her to perform her core contractual requirement to deliver the Kyle and Jackie O Show. And as a result, her contract was terminated. The company engaged with Ms. Henderson about the possibility of an alternative show on the ARN network, however an agreement was never reached. The company also formed the view that Mr. Sandilands' conduct on the February 20, 2026 amounted to serious misconduct. He was given 14 days to remedy. When he failed to do so, his contract was also terminated. Mr. Sandilands and Ms. Henderson have each filed a statement of claim against ARN Media, and we have now filed defenses in response to each. ARN Media has also filed cross claims. The matters arose after release of our results on the February 25, 2026, so the matter was not required to be disclosed to the full -- in the full year accounts for 2025. I would like to assure shareholders that the Board is committed to defending these claims and actively pursuing the cross claims. As these matters are now before the courts, we do not intend to comment any further. As I've mentioned previously, the dominance of global digital platforms such as Google and Meta continue to fundamentally reshape the advertising market, capturing a disproportionate share of digital ad spend and placing sustained pressure on Australian media companies. Australia's media landscape remains fragmented, governed by outdated ownership laws conceived in a pre-digital era. As a result, local media businesses are increasingly constrained in their ability to consolidate, innovate and compete on an equal footing with global tech giants. We believe structural reform and industry consolidation are a necessary way to build a stronger, more sustainable domestic media sector, which Australia relies on every day. ARN Media supports the modernization of media ownership regulations and intends to work with the government and the industry to ensure the regulatory environment evolves to reflect current market dynamics. I would like to express my sincere appreciation to the Board of Directors for their guidance and oversight over recent weeks and throughout the year and to our CEO and executive leadership team for their strategic vision. I also extend my thanks to every member of the ARN Media team for their ongoing focus, dedication and passion. And finally, to our shareholders, thank you for your trust and ongoing support. I'm optimistic about the opportunities before us and confident in our ability to execute, deliver our strategic plan, which will deliver long-term shareholder value. Regarding my shareholding in ARN, following my reelection as Chair, I intend to acquire a further $500,000 in shares of the company as soon as reasonably practical to do so and subject to the compliance with the Company's Securities Trading Policy and Guidelines and applicable restrictions on trading in shares. I will be making this investment in my personal capacity as a demonstration of my confidence in the company's strategy, leadership and long-term prospects, and that's a reflection of my alignment with our shareholders. The Board remains focused on executing the company's strategy and strengthening performance and delivering sustainable long-term value. I look forward to continuing to serve the company and its shareholders with that objective firmly in mind. ARN enters the next phase of this journey as a more resilient, focused and diversified business. The actions taken during FY '25 provide a strong foundation for long-term value creation, underpinned by disciplined capital allocation and an unrelenting focus on the creation, distribution and monetization of premium content. As set out in the Notice of Meeting, today we will cover the consideration of the financial statements, reelection of directors, the remuneration report, approval of the nonexecutive remuneration plan. The Board is satisfied with management's execution against the strategy during the year and remains focused on disciplined oversight and long-term value creation. I will now ask our CEO, Michael Stephenson, to speak in more detail about the company's operating performance and priorities for the year ahead. Stephen?

Thank you, Hamish, and good morning, everybody. Today, I'm going to share with you a summary of our full year results before taking the opportunity to share with you our vision for the future of our business. Last year we made a commitment to transform our company to create a leaner, fitter and increasingly more digital organization. It required us to make some very difficult decisions, but decisions that I thought were necessary. Throughout the year, we've had an unrelenting focus on disciplined cost and capital management. Throughout the year, we've simplified the organizational structure. We've improved our systems, and we've improved our processes. We've implemented new ways of working to create a more efficient operating model for the future. We've developed a clear digital strategy. We've made an investment in digital capability. As Hamish mentioned, we extended our iHeart relationship and we built a next generation data infrastructure to drive long term revenue growth. Importantly, we continue to be focused on the divestment of our noncore assets, including the sale of Cody Hong Kong so that we can focus on our core Australian business and our Australian operations. I'm very pleased at this point with what we've achieved so far. But of course, as always, there's a lot more to do. If I could just turn to our FY '25 result. Revenue for the year was $285 million, down 10% on the prior period, impacted obviously by a softer advertising market but importantly the impact of changing community and advertiser expectations. Operating costs were reduced by 4% to $187 million, with $24 million of costs being removed throughout the year. Underlying EBITDA for the period was $47.5 million, free cash flow increased by 6% to $40 million, underpinned by the disciplined working capital and asset management. This cash discipline enabled us to reduce net debt to $64 million and successfully refinanced our debt facilities in December, extending debt maturity by 3 years to the end of FY '28. This disciplined approach to cost and capital management has now delivered $31 million of cost savings. We've increased our cost savings target to $55 million for the period FY '24 to FY '27, well above the original ambition, and we've already actioned this year alone $12.6 million of cost savings initiatives which will flow through the P&L through '26 and FY '27. From a revenue point of view, during the period, revenue declined, as I mentioned, by 10% or $32 million. To understand the revenue decline, I think it's important to separate both our Metro revenue from our regional revenue and, of course, our digital revenues. And as you can see on the slide behind me, digital revenues grew by 7% for the period with revenue from live radio streaming growing by 76%. During the year, however, Metro Radio revenues declined by $28 million, $6 million can be attributed to a tougher advertising market. The remaining $22 million is related to clients who have chosen not to advertise with ARN because of issues relating to brand safety. This issue also impacted regional revenue. Regional revenues declined by $5.3 million for the period with more than $4 million coming predominantly from national advertisers who have chosen again not to advertise with ARN because of concerns with brand safety. Over time, I expect that a significant percentage of the $26 million of revenue that was lost through the year because of brand safety concerns to return. That will, of course, improve both our Metro Radio revenues and our Metro Radio share, both of which are important. The slide behind me shows our EBITDA waterfall for the period with cost out funding our strategic investment in digital and partially offsetting the revenue decline that I've outlined prior. During the year, an additional $10 million was invested in talent, with $5 million invested in building our digital and our data capability which, of course, will be a long-term driver of revenues. $24 million of cost was removed from the business, helping to offset increased talent costs, inflationary pressure and the impact of lower revenue during the period. I'd now like to share with you our vision for the future of our business. At our upfronts in October of last year, I shared our vision for the future of our company to transition from a radio business to an entertainment company, a company focused on the creation, the distribution and the monetization of premium content. At ARN, we've got a very, very clear strategy, invest more in content, create greater content, distribute it across more platforms, amplified on social to engage our audiences and ultimately our advertisers. That's our plan. Our focus is on maximizing the return that we get from our existing investment into content and talent by using our existing radio brands and #1 radio shows, our radio stars to create more content for every other platform. More content for radio, more content for video, more live events, and more content that we can distribute on social platforms to our own benefit. One cost base and, of course, multiple revenue streams. Radio remains the foundation of this business. But what we're building around it is something bigger, a platform that brings together audio, video, social and in-real-life experiences to create one completely integrated and united entertainment ecosystem. At the very, very center of this strategy is iHeart, the world's largest free streaming platform, 100 million songs, 450,000 playlists, 250,000 podcasts. And I'm pleased to say that we've now completed a 10-year renewal of our long-term agreement. This agreement creates long-term competitive advantage for our company. It gives us access to global development and product teams via our long-term license without the capital cost, of course, that others may have. And the good news is that we're already leveraging iHeart's commercial products and their global partnerships to accelerate our own innovation in audio and video right here in Australia. This partnership materially enhances our ability to lead the next phase of digital transformation. If iHeart is central to the digital strategy, data, of course, is the currency of the future. And critical to our long-term plan is the development of our next-generation data platform. We're building a first-party data asset that will dramatically improve the monetization of our digital audiences. We've already signed partnerships with Westpac, with Experian and with Azira to enrich our audience segments with banking, consumer lifestyle and location-based targeting. We've already built 800 audience segments for our advertisers, allowing them to use their own data to target their customers on our platform. And the good news, we're already beginning to see improved monetization of those digital audiences. The convergence of audio and video is a clear medium-term growth opportunity for ARN videos coming down the pipe real quick. And our approach to that will be both disciplined and incremental. To start with, we're going to extend our existing radio and podcast assets into video formats to improve both the engagement of that content and, of course, broaden its distribution. The increased utilization of our existing studio capability and our existing video technology enables video production at scale like nobody else can do in this space, but importantly, with no incremental cost. The strategy is expected to diversify revenue whilst improving the long-term monetization of existing core audio assets. The implementation of this plan is going to fundamentally change the shape of our revenue. Today, whilst 40% of our audience is consuming our content on digital platforms, only 10% of our revenue is digital. This represents a huge and significant and obvious opportunity for us to grow. Because I'm confident that over time any decline in radio revenues will be more than offset by the growth in digital revenues. The creation of video content using our existing talent and the monetization of short-form video that we're already creating but now distributing on social platforms will, for the very first time, allow ARN to enter the $5 billion digital video market. It's clear gap between audience, consumption, revenue contribution and margin highlights the significant runway ahead for us in terms of monetization and supports the digital transformation program that we've embarked on. Now turning to our trading outlook. Consistent with our previous outlook statement and notwithstanding the broader economic environment, we expect the total audio market to be broadly flat in FY '26. With low to mid-single-digit decline in radio markets being broadly offset by the growth in digital markets. Our second half performance will be stronger than our first half result as we cycle over the impact of transformation, brand safety concerns, and of course, the impact of the federal election, which occurred in April of last year. We continue to be focused on delivering $55 million worth of cost out by the end of FY '27 and finalizing the divestment of the Cody Hong Kong business. Finally, I would like to thank our team for their commitment during what has been a period of significant change. I'd like to thank our Board for their ongoing support and guidance, and I'd like to thank you, our shareholders, for your ongoing commitment and support of ARN as we reposition this business for the future. Thank you, and I'll now hand back to Hamish.

We will now move to the formal business of the meeting. First, to explain the procedures for asking questions and voting. For those attending in person, you would have been given an attendance card when you registered on arrival. If you have a yellow voting card, you are a voting -- you're a voting shareholder, proxy holder or corporate representative and have chosen to vote using a paper voting card. You're also entitled to speak at this meeting. If you have a blue card, you are a nonvoting shareholder. While you're entitled to ask questions, you are not entitled to vote at this meeting. If you have a red card, you're a visitor and not entitled to speak or vote at this meeting. If anyone with a yellow or blue card wishes to ask a question, please raise your hand during the question time and wait for the microphone to be provided to you before asking your question. For those participating online, you will be able to submit questions by registering as a shareholder or proxy holder and selecting the Ask a Question tab. Please follow the prompts or refer to the online guide for instructions. We will consider the questions submitted online by our web form after we've taken questions from the floor. My duty as Chair is to ensure everyone has a fair chance to ask a question. We appreciate there may be questions of a general nature. We have put aside time after formal resolutions for these general questions. For the formal items, we ask that you restrict questions to those specific matters and save general questions until later in the meeting. We now move on to the Notice of Meeting. I will take each resolution in turn. After I introduce the resolution, I will invite questions or comments on that item. I will then open voting on the resolution. And after a reasonable time, I will close the poll for that item and move on to the next resolution. Item 1. The first item of business is to receive and consider the financial report, the directors' report and the independent auditor's report for the year ended December 31, 2025. The company's auditor, Graham Leonard of EY, is in attendance and can answer questions you may have about the conduct of the audit, accounting policies and the independence of the auditor. Are there any questions or comments either in the room or online?

Hello. Good morning, Chair. David Kingston, K Capital. You'll be pleased to know I won't be making a long speech today. I did that last year, but I do have some specific questions today. It's also said that the share price has actually halved in the past year. A little bit disappointed with the annual report. The upfront sections have lots of glossy material, but largely ignore the elephant in the room, the ongoing destruction of shareholder value. Two questions Chair on the accounts. Firstly, Cody Outdoor Advertising, which I described as an orphan. I don't know why you still have that. Clearly, you've been trying to sell it for a long time. It's been a terrible loss-making investment. We read in the accounts, Chair, that the assets held for sale relating to Cody, $256 million, which is mainly the lease commitments but the associated liabilities at $281 million. Concerningly, of that $47 million is provisions. So I appreciate clarification as to what that means. But my first question, Chair is, why has it taken so long to sell this orphan? And are you expecting a positive net value or potentially will you need to pay to remove this orphan from the portfolio? That's the first question.

Look, it's a business that suffered from the period during COVID. We've had that business for many years, as you know, and we're taking a considered approach to the sale. These things take time. And so we see it as a non-core asset, and we're dealing with it accordingly. Maybe I'll hand over to Brent, if you can just talk to some of the accounting treatments.

I mean a lot of the provisions you're talking about there are all the accounting stuff that we have to follow. It's not cash, and it's obviously very conservative. And we had to work with our auditors to make sure that they are comfortable with what we're disclosing. So I wouldn't get too worried because it's not cash. A lot of it is just accounting. And when you got all those lease liabilities and things like that, the numbers always look a lot bigger than they really are. So the guys up in Hong Kong, as Hamish said, it's a noncore asset. We signed some new deals a few years ago with a view that, that would help the business and provide a platform that we could sell. So that's where we are.

Do you expect the positive cash inflow when you sell it? Or do you think you'll have pay to get rid of it?

We can't comment on that. We're in the middle of negotiations with some parties and things like that. So we can't talk about at the moment.

Anyway, good news is that, that orphan is finally going to be sold, certainly in the next 12 months, I'm sure. Look, Chair, my second question on the accounts is very specific intangibles. You've got $329 million of intangibles, which compares with your market cap of $85 million. Most of the intangibles are licensed values, but clearly, they are excessive. Now at 31 December, which is when the annual report was effectively signed off, the market cap was higher, $125 million. But that still represents a huge deficit below the total parent equity of $216 million. So obviously the market disagrees with what the Board is signing off on as the intangible values. Page 91 of the annual report states "Impairment testing was performed by the directors, but they concluded that the fair net value actually supported the carrying values, so no impairment loss was recognized. Question is, with the market cap having fallen further down to $85 million, the deficit to carrying value of the net assets is even greater." It really is flying in the face of reality if the directors continue to leave the intangibles and the license values in a book value. So I assume directors will take a large write-down of intangibles at June 30, 2026. I appreciate a comment on that.

Every 6 months, we obviously look at the CGUs to look at the value of those, and we had a very close look at December. Obviously, the market cap was a bit higher, and we will be reviewing that closely in June as we do every 6 months. And you have to look at the -- I mean, part of that would be the Hong Kong stuff as well. So in June, we'll be looking at very closely.

But do you take into account the market capitalization...

We have to. You have to. It's one of the things that you have to allow for.

Because it's making a mockery out of your decision -- back in December, it was fine.

So I mean in June, that will be looked at, and that's one of the variables you look at as one of the components.

Any other questions on this item? Okay. As Item 1 does not involve the shareholder vote, we will now move to the other resolutions. Resolution 2 relates to my reelection as a director. Given the nature of this resolution, I will step aside while this item is considered and ask Belinda Rowe, the Chair of the Remuneration Committee to chair the meeting for this resolution. Belinda?

Thank you, Hamish. Resolution 2 is the Reelection of Director, Hamish McLennan. The Board recommends that shareholders vote for this resolution given Hamish's extensive experience, commitment and continuity of leadership he provides. We ask shareholders consider, and if thought fit, pass the following as an ordinary resolution, that Hamish McLennan, who retires as a director by rotation under the constitution and the ASX listing rules and being eligible for reelection, be reelected as a Director of the company. I now invite any questions or comments on Resolution 2.

Hamish joined in October 30, 2018. Page 26 of the annual report gives Hamish an enormous wrap. "Hamish brings unparalleled expertise to the Board. Hamish has proven track record as an outstanding leader across the media and advertising sectors." There's no doubt Hamish is a charismatic larger-than-life personality, brilliant performance of realestate.com, but a bad performance at ARN. My first question, I have 2, is over your period as director, the ARN share price has fallen dramatically. I accept that most traditional media stocks have also fallen. But with hindsight, what are the 3 biggest mistakes you and the Board have made that have contributed to the massive shareholder value loss?

I think it's hard to sort of answer that question by putting it to 3. I think that's a bit of a loaded question. I think you highlight -- I mean, you have a great recycle last year about the industry and where it's at. I mean, if you look at our peer group, the sector, most of them have suffered a value in that -- value decline in market cap. I think I've got a deep knowledge right across the whole media sector. We're not happy with where we're at, at the moment. I think hindsight is a wonderful thing when you look at a range of different decisions, but it's a very, very fluid environment. And I think the Board stands by all the decisions that they made. And look, we make the best decision based on where we're at, at any given time. And so there is absolutely no doubt that the sector is under pressure. And that's why, again, every year, and you would know this, we refer to the media laws and we are looking at ways in which we can improve the value of the industry and compete on a level playing field with the tech giants overseas. But there is pressure there, but it's not just us. And as I said before, it's with our competitors. I think the acquisition of Grant was a terrific one, and that business has improved. It's terrific having Alison on the Board as well, and the Board is very aligned. And so whilst we're open to looking at all of the decisions that we've made as a board and we do that confidentially, and we all reflect on our performance and what we've done. All I'd like to telegraph to you and say to this audience is that I've committed to the company. The value of the shares that I've purchased so far have gone down and I'm prepared to invest more to get the business right. And so I set my responsibility seriously as a chair, and I'm committed to the future. And I do think there's a strong pathway forward. And if we do things like we do divest in an appropriate fashion, Cody, and we'll get our content strategy right that we execute against what Stephen says, we'll have a very good business.

But Hamish, we all make mistakes. Anyone who says they don't make mistakes is a liar. I would have thought you would have had some regrets for the massively overpriced Grant radio acquisition. We did talk about that last year. That's fine. No one gets it right all the time. I am shocked to hear you say, Grant radio was a terrific acquisition. You paid $300 million for that, Hamish.

It was a different time, David. And so it was considered -- it's the first time in 74, 75 years of an asset of that size and scale came aboard. And it's provided a good diversification for our revenue. So at the time, everyone applauded the sale of that, that we're seeing more intensive competition right across the board in our sector that I am glad that we have it. We are a better business for having Grant. So it's very easy to retrospectively look at all those decisions, and say it was a terrible acquisition. I completely disagree. I think it's been a fantastic acquisition for us.

The company would be in much better shape if you kept that $200 million cash you paid for plus the shares but any...

Well, I'm actually not sure. I don't believe that. I think it's made our overall offering more compelling and it's providing a good steady stream of revenue and EBITDA now.

There's a fair price for every acquisition, and that one in my opinion, was dramatically too high. But my second question, Hamish, is terrific that you are now going to invest $500,000 into the stock. I think that was an issue asked by other people last year. I think you're holding at the moment is a pittance, a very small holding, but that's a significant investment. So I think people welcome that. But could you just give shareholders a little bit more amplification on why you are hopeful that you are now picking the bottom to make this purchase of shares. The market cap at the debt, $64 million net debt. My judgment is, I would be personally putting a net provision. I don't expect you to comment, but on the legal liability for Kyle and Jackie of around about $40 million. So my judgment is the market is assessing the enterprise value of this company today at around about $180 million. My second question, I've only got 2. Could you please amplify for shareholders why you are confident that this company is worth $180 million enterprise value? And are you at a disadvantage now -- you tried to merge assets a while ago. But your competitor Southern Cross now is embed with Seven. There's clearly some synergies there. Are you at a disadvantage being solo compared to your arch competitor who now has the synergies of working with Seven, the TV network?

How -- if I start with the end, our arch competitor are the overseas tech giants. It's -- yes, we deal directly against Southern Cross and Nova in the radio space, but the competitive forces are far greater than that. I would also just pull you up on the fact that I'm not picking the bottom, so to speak. And I think that's an unfair comment. I'm prepared to put serious money in, because I believe in the long-term future of the company, and that's because Stephen has a very good plan that will deliver good results. I think if we do sell Cody, and we deal with other matters, I'm not going to, as I said before, talk about the legal case, and I think it's dangerous for anyone to speculate in any way on that. These businesses have the ability. They have good embedded leverage if you get your ratings and your revenue up to make good cash conversion. And so it's a point of pride for me to make sure that we get the business and navigated into a better place. And I do believe that once Stephen's strategy is fully embedded and it is getting traction out there coupled with the Grant acquisition, I think we have good times ahead. So we don't live in a perfect world. There'll be other competitive forces that hit us. But I wouldn't put that sort of money on the table if I didn't believe in the long-term future of the company. And Media is not for the faint-hearted. So...

But are you at a disadvantage because...

So sorry, I should have answered that. Yes. No, look, we come to work every day, see if we have a compelling offering. So we are smaller than some of our much larger rivals, but there is a benefit in that in the sense that we are nimble, we're agile, we're highly focused. We do believe, ultimately, in the concept of scale, and it's really disappointing that our Southern Cross approach didn't come off because I think that would have delivered massive benefits for all shareholders, but it didn't happen, so we move on. So if there's one thing that I lament in my time, in recent times is that merger didn't come off because I think history would have proven and that would have been a sensational acquisition. But that's life, and we move on. So to sort of continue that line of thinking, if there is the right opportunity for us to get scale through a merger or buyout, we will do that for our shareholders and our staff if it's appropriate for us. But as a highly focused nimble audio operator, we see a good future ahead of us.

Well, that's good if the Board is open to a merger or being taken over because Southern Cross Austereo also think that they have a compelling offering. But in addition, they have something you don't have, which is the synergies of working with the Seven networks. So I think in a competitive world, if you go into a battle and you're at a competitive disadvantage, that's a challenge. So one of your direct competitors, I appreciate the tech companies are the big ones, but your direct radio competitor is Southern Cross Austereo and they do have a big advantage over you. So it's great if the Board is thinking about how do you counteract that disadvantage because I think it is one.

Well, another direct competitor is Nova, and they run a fabulous business and they're not joined with the TV company, and so free-to-air is under enormous pressure. So they're -- we respect them, and Seven are fantastic operators, but you can go it alone and you can run a very profitable, good business.

We look forward to the announcement of the merger with Nine. Anyway, thank you.

Do you know something we don't, do you?

Okay. If there are no further questions... There are.

Belinda, there's an online question submitted by Stephen Mayne. The question as follows. Did Hamish make any commitments to major shareholders in order to win their voting support today? Is this way he committed to buy $500,000 worth of shares after his reelection?

No, I didn't make any specific commitments. I have consulted our shareholders and they all want executives and Board of Directors to have more shares in the company. And if you look at my history across all the companies I'm involved in, I have, I think, substantial stakes in most of them. So I think that's a good thing for the business, and I willingly have a great focus on that and to do it.

There's 2 more questions from Mr. Mayne. The next one is, according to media reports, Hamish personally signed the Kyle and Jackie O contracts. Is this correct? And has he signed any contracts for other ARN Media talent? Or is this a special situation?

The actual contracts were signed by me, but I did sign a document that showed our commitment to rejoining. They were the largest radio talent that we had at the time and they were responsible for a lot of revenue coming in the door. And at the time we were dealing with a competitive offer, and so we felt that we threw everything at that contract. So that's the answer.

Just one final question again from Mr. Mayne. It's the final online question. Given all that is going on at ARN Media, why did Hamish recently take on the additional Chairmanship at DroneShield given that he is also busy as Chair of REA and a Director of Light & Wonder. Surely, this is overboarding.

It's not overboarding. This has come up in the past. I like work. I'm not as occupied as when I was a full-time executive. I haven't missed a board meeting or a committee meeting at all, and -- with any of those companies. And I had enough capacity to be able to do DroneShield. But today is all about ARN. And I've been highly focused on staying involved and committed to the company. And I think my directors would testify that I haven't skipped a beat at all with everything that we're dealing with at the moment, and I have plenty of capacity to manage all my board roles.

Okay. So we have no further questions, I believe, to this resolution. So we'll move to voting on this resolution. The proxies received on this resolution are shown on the screen. Please make your vote online for Resolution 2, and I'll now hand back to Hamish. [Voting]

We now move to Item 3, the Advisory Vote on the remuneration report. To provide some background comment, the Board believes key management personnel remuneration is appropriate. Sorry -- is appropriate and benchmark for a business of ARN scale and complexity, strengthen through clearer short- and long-term incentives that align performance and shareholder outcomes. These settings will continue to be reviewed annually to ensure they remain fair, competitive and aligned with the company's strategy and long-term value creation. The Board notes the remuneration report did not receive the level of shareholder support we would have liked in the pre polling. We take this feedback very seriously. The Board values the views expressed by shareholders through the vote, and we will engage with shareholders and proxy advisers to better understand the key areas of concern. We now put Resolution 3 to the meeting, that is, that the company remuneration report for the year ended December 31, 2025 be adopted. Are there any questions here? David?

Thank you, Chair. Look, I have 2 questions on 2 of the Nonexecutive Directors who are both key management personnel. So that's why it's relevant. The first one, Ciaran Davis, he was MD until October 2025. Page 68 of the annual report states Mr. Davis has shared 16 years of strong and dynamic leadership at ARN, which underpins the company's growth innovation and enduring success. Now we all know that a lot of companies have marketing spiel, platitudes, euphemisms, et cetera, in their annual reports. And we all wish Ciaran well in his retirement. But Chair, it really does seem to be misleading to refer to the company's "growth". And secondly, enduring success in the same breadth as the share value has collapsed over the recent years. So just appreciate your clarification. Is that a misleading comment, Chair?

No, I think it is. If you look at the full time as the CEO, he led the Grant acquisition. We're very happy with that. He was actively involved in the simplification of the business. So we divested ourselves of many, many companies to reduce debt and to make sure that we were focused on audio, and it is very good with talent. And so he was instrumental in hiring much of our talent and/or retaining them. So I think that's fair.

Chair, I think we both be speak -- I think we both speak the English language, but -- and I've got a lot of respect for you, Chair. But if you can look everyone in the face and say that ARN is an enduring success when shareholder value has been decimated, I would be shocked. Do you want to repeat those words? Or do you think that they are a little bit misleading.

I don't want to get into semantics. We know that the industry is under incredible pressure. And so we think there's a pathway forward, some of those foundations were built by Ciaran. We respect what he's done. He's decided to step down and to move on with his life. You may not agree with me, but we think that he made a massive contribution in the course of his very long time at ARN. And so we respect that. You disagree with me. I respect that.

Okay. Thanks, Chair. My second comment on another NED is on Paul Connolly. I'm choosing Paul because you are the longest-serving director on the Board. Paul, you've been there for 16 -- sorry, 14 years, since October 2012. You're based in Ireland, good to see you out here today. But my question is Board seats are not sinecure. Directors are our duty to shareholders to deliver shareholder value. Paul has paid last year $167,000 while the share price halved. I'd like to hear from Paul, do you take personal accountability for the huge loss of shareholder value over the period that you've been on the Board. Do you want to take the opportunity today, Paul, to apologize for shareholders who have been punished with a big shareholder value loss? And how long do you intend to stay on the Board? Are you going to be here for another 10 years? I appreciate comments Chair from Paul, if I can.

Yes. But I'll just preface that and just start by saying we value long-term tenure and so you might disagree, but I get this question with other boards that I'm involved in, and REA is a good case in point where we've got directors that have been on the Board for more than 10 years. Paul has international experience and a deep knowledge of radio and a global view, which we do appreciate. The Board also looks at the composition of the Board and the relative skill sets. And it's that very knowledge that help -- that Paul has that helped us deal with the large tax matter that was successfully resolved, I believe on behalf of ARN and shareholders, and he was intimately involved in that. And we respect his long-term knowledge. He's got good experience with capital markets with M&A. And he fits in well. So whilst the sector is under pressure at the moment, we think that, that global experience and his skill sets are really valuable. So Paul, is there anything you'd like to add? It's always hard to talk about yourself.

I can add to that. In terms of my commitment has been extensive over many, many years, and you do mention obviously physically present here today, but I attend all of the Board Meetings, all of the subcommittee meetings which are pretty extensive. And I believe the -- my global knowledge is an important contribution to ARN.

But Paul, do you have any regrets? Do you want to apologize to shareholders that over your duration shareholders have incurred massive losses? You're one of the directors. I presume you take some accountability for those losses.

Well, I'm a member of the Board for a number of years. Obviously, a Board is built on majority decisions. So I'm absolutely part of that decision-making process. But in terms of individually being accountable, I'm part of a collective on a board.

So do you regret the fact that while you've been on the Board, the shareholders have all lost money, a lot of money?

I think any Board Director at any company always wants to see the share price going in one direction only. And like anybody, if it goes in the other direction, do your level best to reverse that trend.

And as a wealthy international businessmen, are you going to make the same commitment that Hamish has that you will now at the low price of $0.26 invest $500,000 in shares?

I will give that due consideration.

Thank you.

I'll add, David, your line of questioning insinuates that we don't care and that we're not taking our directors' duties responsibly, which we all are, and we all feel the pain, and we're prepared to front up today and to discuss these matters, which is not easy for anyone, but the reality is we do care. We're plotting a course for the company that we think will return it to strong profits and momentum in the business. And I think it's just important that we -- that I restate that. Are there any other questions, Jeremy?

Yes, Hamish, another one from Stephen Mayne. The proxies were not visible online. Could the Chair summarize the proxies or resolutions orally? Were there any material protest votes on any other items apart from the Rem Report, and which proxy advisers recommended against the Rem Report?

I won't talk on behalf of any of the proxy advisers. I think it's fair to say when you look at the Rem Report, there was a strong protest vote. And our anecdotal feedback is that it is exactly that. In terms of my election, I can't speak on behalf of any of their shareholders. So that's not my position to do that. But again, I'd just stress that we take the voting very seriously. We're disappointed with where we're at the moment, but we think that we have a strong plan to drive the business further.

Thank you, Hamish. The next question is, given the enormous size of the Kyle and Jackie O remuneration arrangements, and the management control that Kyle, in particular, seem to have over some of the radio operations at ARN. Did we ever seek legal advice as to whether his contract should have been disclosed in the Rem Report?

I'm not talking about Kyle and Jackie O. I think we've made that clear before. Any more?

No further questions online.

As there are no further questions in relation to this resolution, we will move to voting on this resolution. The resolution is advisory only and does not bind the directors or the company. In accordance with the Corporations Act no persons nominated as key management personnel or their closely related parties will vote on this resolution. The proxies received on this resolution are shown on the screen. Please make your vote online for Resolution 3. [Voting]

Chairman, [indiscernible] Mr. Mayne just said that they can't see that online.

Jeremy, can you...

We'll check that. I think he might be making the point that you cannot see all 4 of them upfront, but I'll check that.

Okay. We now move to Item 4 for the establishment of the Nonexecutive Directors' Equity Plan. Voting for supports for the introduction of the plan, which is intended to support the motivation and retention of Nonexecutive Directors and increase long-term alignment with shareholders through the ability to -- for directors to elect to sacrifice fees for equity. I now put Item 4 to the meeting, to consider, and if thought fit, pass as an ordinary resolution, that for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grants of restricted rights to Nonexecutive Directors in office from time to time under the ARN Media Limited NED Equity Plan as described in the explanatory note, which forms part of the Notice of Meeting is approved for the next 3 years. A voting exclusion also applies to this item. Are there any questions on this item? David?

Thank you. Chair, the Notice of Meeting states "the company proposes to establish the plan to assist in the motivation, retention and reward of the Nonexecutive Directors." I have 2 questions. Firstly, I think it's tone deaf, Chair, to the long-suffering shareholders to read that the directors need a new plan to actually motivate them. You did say before that the directors do care. I respect that. And yet we get to this item, and it basically says unless there is a new equity plan, the motivation of directors may be questionable. That's the implication. So the first question, is it tone deaf that you're putting this forward to motivate the Nonexecutive Directors?

I don't think tone deaf is the right expression. Look, the reality is the directors are highly committed to fixing any issues within the company. And I think in consultation with a lot of shareholders, a greater equity involvement is appreciated. And I think this plan reflects that.

Look, we all respect that. But why does the Notice of Meeting state, this is necessary to assist in the motivation and retention and reward of the Nonexecutive Directors? It implies...

Because we hear that from our shareholders. They just want more skin in the game with directors. So it's reflecting that.

Okay. So at the moment, they're motivated, but they'll be more motivated with the scheme. Is that correct?

Did you want to spend this whole meeting just splitting hairs on those...

It's a really important issue, Hamish.

Well, I can tell you, every one of these directors is motivated with or without the share scheme to drive the performance of the business.

Well, I accepted that in your previous answer to the previous question. But it is concerning that, I then read that, they need something else to motivate them. But anyway, I take your point, let's not split hairs. My second question is on this resolution. Is it fair that the Director -- Nonexecutive Directors are given the opportunity to acquire shares at basically a historically low price of mid-$0.20 level?

We've consulted our shareholders, our shareholders would like greater skin in the game. I don't think the timing has anything to do with it. And then if you look at my share purchases, I will only do it once the market is cleansed. And so we have some significant issues that you know about that we have to deal with. So we're looking at driving the share price. And so I think as a philosophy, more skin in the game is a good thing. And we have been, as I said, consulting with our shareholders and they like that. And so the Board has agreed to it.

A lot of questions last year about the low holdings of most directors apart from Alison, who's got a huge holding as part of the Grant deal. But basically very few purchases after last meeting, which was at about $0.56 a share, but we're now sitting in a situation whereby we're in a new scheme whereby people can buy shares at mid-$0.20s, but anyway thank you, Chair.

Hamish, there's one further online question, again for Mr. Mayne. And sorry, just to confirm the procedural point, the proxy votes are showing to online shareholders as we move through the items. The question is, what were the proxies received on this Item 4? And can the Chair site another company which has suffered a 90% Rem strike? Was any of the concern on Rem related to this plan? If this item was defeated, what would the impact be on director cash payments?

I can't speak on behalf of the proxy advisers. It's not my position to do that. I think that is -- what you're seeing on screen is a large protest vote. And that is the world we live in. And so I respect that there's a huge level of dissatisfaction. And so that's reflected in that. That's a large number. But we're absolutely committed to fixing this business. Sorry, can you just repeat the last part of that question?

Yes, certainly, Hamish. The question was, if this Item 4 was defeated, what would the impact be on director cash payments?

Belinda?

There wouldn't be -- I mean -- so there's nothing to say on that. Obviously, the Board fees are noted in the remuneration report. This is a salary sacrifice plan. So if it didn't get up, then it wouldn't perceive.

Thank you. No further questions.

Thank you. As there are no further questions in relation to this resolution, we will move to voting on this resolution. The proxies received on this resolution are shown on the screen. Please make your vote online for Resolution 4. [Voting]

I now declare the formal business of the meeting closed. Shareholders are reminded that they can submit their vote online until 5 minutes after the meeting closes. The results of the poll will be announced to the ASX later today and a recording will be available on the company website. We now open the floor for general questions. To ensure everyone has the opportunity for questions, we ask that shareholders limit themselves to 2 questions to be asked at the same time. Gentleman here, please.

Chairman, Hugh Keller, shareholder and a proxy holder. I wanted to just ask a question through you, possibly to Michael. Michael talked about brand reputation issues. Do I take it that, that forms part of the cross claim? I appreciate that you said you're not going to talk about it, but the cross claim is a public document. It has been filed. So I seek a comment on that, please.

I'll ask Michael to talk about maybe brand safety in general, but you can't talk about the court case or the cross claim.

Yes. I think what has been obvious in recent times is that both consumer and advertiser expectations have changed. And as I pointed out in my speech over the period, there were a number of advertisers that had concerns about the safety or the brand safety of some of our content. And as a result, it impacted our revenues through the period, as I said in my speech.

You also said that you expect that to be a situation which will improve this financial year. So is that related in some way?

I think there's some relation there. I'm confident that I think what I said in my speech was over time that we would see many of those advertisers that potentially didn't advertise and some of our shows are on our network, return to ARN, and that's certainly what I'm hopeful of. I'm also realistic around the time frame that, that is required for that to happen. So some of which we may see in this financial year and some potentially beyond.

Chairman, just again, coming back to the cross claim and the defense of the proceedings, as a shareholder, I think the communication from the Board has been very, very scant. I'm sure you can do a better job in consultation to the legal advisers to provide shareholders...

I just can't hear -- I'm sorry, but I just can't talk about the legal case.

I know you're saying that, but I'm just giving you a perspective from a shareholder that you could do better in your communications, and I urge you to have a discussion with your lawyers. I appreciate that from the media circus that's here today is a great deal of interest, which has been generated by a certain person, not by the company, but I think the shareholders deserve better at this particular time. It's a bet-the-company set of proceedings. And I think shareholders, as I say, deserve better.

I understand your and I respect your position, but we can't talk about it. And so thank you. Are there any other questions? Yes.

Fred Willard, shareholder. I have a question for Michael. In your presentation, you referenced the potential for the company to go into video streaming and social video. Interested to hear more about that and how that compares with the existing products that folks like YouTube provide?

Yes. So as I mentioned, we've got -- we're in an amazing facility here -- right here in North Sydney. Our studios on Level 16 and Level 17 have the capability and capacity for us to produce video content as well as audio content. My focus from a strategic point of view has been to utilize the existing talent, content and shows that we already create and find a way to monetize that content with no additional cost. An obvious place to start, I think, would be to create video content at the same time that we're producing audio content and monetize that on platforms that are built for that exact type of distribution. YouTube may be one of them. All of the social platforms are, of course, have some video opportunities. And what we're seeing coming through all of our conversations with the team at iHeart, and the U.S. is video podcasting is the next big thing. It's coming down the pipe really quickly. And there's no one better placed in Australia to take advantage of that than ARN based on our relationship. That market, as I mentioned, it's a $5 billion market. I'm very familiar with it for obvious reasons. And I think it's a big opportunity to deliver diversified revenue growth for our business and return to our shareholders if we can execute that well.

Mr. Chairman, one further question, again, probably to Michael. But is the agreement with iHeart exclusive for Australia?

Yes. We have the license and have done for some time with iHeart on a licensing agreement for Australia and New Zealand and a number of other markets in Asia, which we obviously haven't done anything with. We do sublicense the iHeart license into New Zealand to NZME, who are great partners of ours. And one of the things that I've been very excited about since being at ARN as being a part of the global network. So I spent a lot of time talking to my counterparts at iHeart in the U.S. or Bell Media in Canada, our teams in Mexico and, of course, the U.K. So it gives us a global view. And alongside Paul, obviously, on our Board, I think it gives us a great perspective in terms of what the opportunities can be moving forward.

Any other questions? Okay. Thank you, everyone. We will now officially close the meeting. Thank you.