Nine Entertainment Co Holdings Ltd Annual Report 2023

FY2023 Annual Report · Nine Entertainment Co Holdings Ltd

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A N N U A L R E P O R T
2 0 2 3

AUSTRALIA’S
MEDIA
COMPANY

Nine Entertainment Co. Holdings Limited
ABN 60 122 203 892

We shape culture by
sparking conversations,
challenging perspectives
and entertaining our
communities. We bring
people together by
celebrating the big
occasions and connecting
the everyday moments.

Australia belongs here.

Contents

OVERVIEW

OPERATIONAL HIGHLIGHTS

CHAIRMAN’S ADDRESS

CEO’S ADDRESS

BROADCAST

STAN

PUBLISHING

DOMAIN

COMPANY, COMMUNITY & CLIMATE

BOARD OF DIRECTORS

CORPORATE GOVERNANCE

FINANCIAL REPORT

DIRECTORS’ REPORT

AUDITOR’S INDEPENDENCE DECLARATION

REMUNERATION REPORT

OPERATING AND FINANCIAL REVIEW

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

DIRECTORS’ DECLARATION

INDEPENDENT AUDITOR’S REPORT

SHAREHOLDER INFORMATION

CORPORATE DIRECTORY

149

150

155

157

Annual Report 2023 1

OVERVIEW

Through FY23, Nine has continued to
solidify its position at the forefront of media
in Australia, and further build on its digital
future. Whilst economic conditions have
been more difficult this year, Nine has risen
to the challenge, continuing to invest in
its premium content, resulting in growth in
audience and revenue share across key
advertising segments and platforms.

In FY23, Nine was the Number 1 Metro
FTA Network and primary channel in our
targeted 25-54s as well as Total People;
Number 1 in BVOD; Number 1 in Talk Radio;
Number 1 in Publishing readership and
Australia’s leading local SVOD business.

On revenue of $2.7 billion, Nine reported
EBITDA of $591 million, down 16% on
FY22. Net Profit after Tax and Minorities
was $262 million, and earnings per share
was 15.7 cents, down 23% on pcp. Whilst
down on the record FY22 result, Nine’s
EBITDA and EPS in FY23 were the second-
highest since the Group listed in 2013.

During the year, Nine continued to invest
in the content that defines who we
are. This included Australia’s favourite
entertainment brands through shows
like Married At First Sight, The Block and
Lego Masters; key sporting moments
through the State of Origin as well as an
amazing season of NRL, tennis and cricket

including The Ashes and the World Cup.
Nine’s journalists investigated and broke
many key news stories, highlighting to
all of Australia the value and importance
of public interest journalism. Ray Hadley
posted 150 consecutive survey wins in
Sydney Radio, and Stan Originals took
four of the top six spots in both series
and movies on Stan. And of course,
during the year, we secured a deal with
the IOC to make Nine the home of the
Olympic Games for the next decade,
culminating with Brisbane in 2032, and
with Paralympics Australia for the Games
in 2024. We are proud to say that Australia
Belongs at Nine.

GROUP REVENUE1

GROUP EBITDA1

$2.7b

EARNINGS PER SHARE1

15.7c

1. Before Specific Items.

$591m

DIVIDEND PER SHARE

11c

2 Nine Entertainment Co.

RESULTS IN BRIEF

Group EBITDA of $591m

TOTAL
TELEVISION

RADIO

STAN

PUBLISHING

DOMAIN

CORPORATE

FY22

FY23

FY22

FY23

FY22

FY23

FY22

FY23

FY22

FY23

FY22

FY23

-17%

+30%

-4%

-20%

-8%

-15%

100

200

300

400

For the year to June 2023, Nine reported Group EBITDA before Specific Items of $591 million, the second-highest Group total since
listing in 2013. Revenue across Nine grew marginally to $2.7 billion. Net Profit after Tax before Specific Items was $262 million, which
was down 25% on FY22. After a Specific Item (non-recurring) cost of $85 million, the majority of which related to non-cash accounting
adjustments, a Statutory Profit of $195 million was reported.

Earnings per share of 15.7c was down 23% on FY22, and dividends of 11c per share were paid from the year’s profits.

EBITDA Split1 FY23

58%

11%

28%

53%

42%

Total Digital

Total Non-Digital

 Total Television
 Radio  Publishing
 Stan

 Domain

1. Economic interest adjusted basis, excludes Corporate.

Yr to June, $m

Revenue1

Group EBITDA1

EBIT1

NPAT, after Minorities1

Statutory Net Profit, including
Specific Items2

Earnings per Share – cents1

Dividend per Share – cents

1. Before Specific Items.

2. Before Minorities.

FY23

FY22

Variance

2,694.6

2,688.8

591.2

435.5

262.1

700.7

551.6

348.5

(16%)

(21%)

(25%)

194.5

315.3

(38%)

15.7

11.0

20.5

14.0

(23%)

(21%)

Wholly owned operating free cash flow for the year, before
Specific Items, was $444 million. Net Debt on a wholly owned
basis at 30 June 2023 was $339 million, inclusive of the impact
of the on-market buy-back of $154 million of Nine shares. During
the year, Nine also distributed $220 million in dividends to
shareholders, capital expenditure2 was $62 million and cash tax
paid2 was $127 million.

Reported, as at

Net Debt2 $m

Net Leverage2

2. Wholly owned.

30 June
2023

30 June
2022

338.7

0.7x

172.9

0.3x

Variance

+165.8

+0.4x

Annual Report 2023 3
Annual Report 2023 3

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OPERATIONAL HIGHLIGHTS

TOTAL TELEVISION

TOTAL MARKET1

$2.9b

-9%

NINE’S REVENUE

$1.2b, -2%

FOR A SHARE OF 41.8% (+2.8% PTS)2

No.1

RATINGS SHARE ACROSS ALL KEY
DEMOGRAPHICS2

No.1

FREE TO AIR REVENUE SHARE3

AT 40.7%, +2.5% PTS

No.1

BVOD REVENUE SHARE AT (+4.1 PTS)4

49.1%

REVENUE

+16%

TO $176m

GROWTH IN LIVE
MINUTES

22%5

ACTIVE SUBSCRIBERS
APPROACHING

REVENUE

AVERAGE REVENUE
PER USER

EBITDA UP 30% TO

2.6m

+12%

TO $428m

+9%

$37m

1. Metro FTA + BVOD (9Now, 7Plus and TenPlay), KPMG data, 12 months to 30 June 2023.

2. OzTAM data, 12 months to 30 June 2023, 6pm-midnight, primary channel and network (Metro).

3. Metro FTA, KPMG data, 12 months to 30 June 2023.

4. BVOD market includes revenues from 9Now, 7Plus and TenPlay, KPMG data, 12 months to 30 June 2023 on pcp.

5. OzTAM Events data, based on monthly averages, 12 months to 30 June 2023 on pcp.

4 Nine Entertainment Co.

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MORE THAN

+1.3m

REGISTERED USERS1

ACQUISITION OF
OLYMPIC AND
PARALYMPIC RIGHTS
OFFERING UNPRECEDENTED
CROSS-PLATFORM
OPPORTUNITIES

GROWTH IN TOTAL
SUBSCRIPTION REVENUE

Total Television

NINE PUBLISHING

DIGITAL ACCOUNTS FOR
MORE THAN

60%

OF TOTAL REVENUE

ACTIVE SUBSCRIPTIONS1

>460,000

NINE RADIO

AGENCY SHARE OF

17.3%

+0.4PTS

+3%

GROWTH IN DIGITAL
REVENUES

+115%

HANNAH’S STORY – AWARDED OUTSTANDING PODCAST
AT THE KENNEDY AWARDS

DOMAIN

+8%

GROWTH IN RESIDENTIAL YIELD

+1%

GROWTH IN CORE
DIGITAL REVENUE

CONTINUED STRONG GROWTH IN NATIONAL
DEPTH PENETRATION

ONGOING INVESTMENT IN MARKETPLACES STRATEGY

1. As at 30 June 2023.

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Total Publishing

Total Audio

Annual Report 2023 5
Annual Report 2023 5

CHAIRMAN’S ADDRESS

‘Nine is incredibly
well positioned
and continues
to gain ground’

In FY23, Nine successfully built audience share and revenue share
across all our key platforms. We have a strong balance sheet and
unrivalled diversity in Australian media platforms. Our focus is to
create the best content, distribute it broadly and thereby engage
our audiences and advertisers. In particular, we continue to use our
premium content to build our digital future.

FY23 was more challenging than FY22. The local economy
stumbled against a backdrop of higher inflation and rapid interest
rate rises. Nine performed well, maintaining revenue on FY22
and taking market share. Nine recorded Group EBITDA in FY23
of $591 million, our second-highest on record, and Net Profit
After Tax (before Specific Items) of $262 million.

There was some cyclical softness in advertising markets, but
Nine’s ability to create and monetise the best content was
reflected in clear share gains across our unique suite of platforms
– Television, Radio and Publishing. In FTA, our market-leading
revenue share was above 40% in FY23, which is the highest
share recorded by any broadcaster since OZTAM began
collecting data in 2001. We reported growth in Digital revenue
and EBITDA from our wholly owned businesses, and our success
in diversifying the drivers of revenue is shown by subscription
revenue now contributing 28% of the wholly-owned total.

Nine continued to implement its previously announced on-market
buy-back. Since it began in September 2022, Nine has bought
back around 78 million shares, or just under 5% of issued capital
– reflecting both our strong balance sheet and conviction in the
value and future opportunities of Nine’s business.

Across the financial year, Nine also announced fully franked
dividends of 11 cents per share, totalling $182 million, and
consistent with our stated policy of a 60-80% payout.

Content is the key to Nine’s business and will be instrumental in
our future success. Across all our platforms – Total Television,
Radio, Publishing, Stan and Domain – Nine is focused on our
audiences, the content they want, and how best to distribute
and monetise it. Through 2023, we have been very pleased
with the performance of our content – with strong audiences in
Television, Talk Radio and Publishing resulting in further growth
in revenue share.

Of course, premium content comes at a cost. This year the
Federal Court handed down its decision in the defamation
case brought against The Age and the Sydney Morning Herald
by Mr Roberts-Smith. It is now on appeal by Mr Roberts-Smith.
The legal costs have been high, in many ways unprecedented.
We don’t receive taxpayer funds to cover the cost of litigation.
It is borne by the Company and ultimately the shareholders.
The Board believed this was a matter of genuine public interest
and committed the resources to defending that position in Court.

We believe that sport will remain a key driver of Television
into the future, and to this end we have recently renewed our
agreement with Tennis Australia through to 2029 and brought
the Olympics back to Nine for the next 10 years – the next five
Games through to Brisbane in 2032. We will also broadcast the
Paralympics in 2024. We are excited about the opportunities
these events, including the NRL through to 2027, will give

6 Nine Entertainment Co.
6 Nine Entertainment Co.

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across all of our businesses – Television, Radio, Publishing and
Streaming. We are committed to maximising the value of our
partnerships with the various sporting bodies who conduct these
competitions.

We believe the Olympics, and the Paralympics, epitomise Nine
– the broadcaster of premium events that bring all of Australia
together. We will bring those unforgettable Olympic and
Paralympic moments to all screens, all publications and all audio
and we will join with our audiences and advertisers to celebrate
Australia as a sporting nation.

We continue to work with the Government on a range of
regulatory issues, all of which we believe could have a marked
impact on Australia’s media sector. The Government has stated
its support for requiring free-to-air television and apps from
Australian free-to-air television networks to be in a prominent
position on screens, such as connected televisions, to ensure
the continued relevance of locally made and focused content.
We look forward to the Government progressing laws to give
effect to that commitment.

The Government is also looking to make substantial reforms
to the Privacy Act 1988. We continue to caution against the all-
encompassing changes which are being considered, including
the right to sue media outlets for breaches of privacy which
would harm our valued freedom of the press. This would clearly
not be in the broader public interest.

And whilst we support the Government’s objectives to develop
the local production industry, we believe that its proposed policy
to impose Australian content quotas on all streaming services
would lead to damaging unintended consequences such as
stretching finite creative and production resources which would
diminish quality and significantly increase costs for Australian
production. Across all of these issues, we continue to work
cooperatively with the Government to ensure a suitable outcome
for the Australian media industry and our Australian audiences.

Much has been written, particularly over the past six months,
about the impact of Artificial Intelligence (or AI), and specifically
Generative AI on the media sector, as well as the rest of the
Australian economy. Over the past 12 months, both the Board and
management team have spent time assessing how Nine currently
uses AI, what the opportunities are for further development
of these uses and new initiatives that could be implemented.
We also see potential for Nine to use AI to drive significant
longer-term benefits across content production, optimisation
and commercialisation throughout the business.

Of course there will be challenges. We see the biggest challenge
being our content and our data being used or ‘mined’ for training
AI models that could eventually produce future copy without
human intervention. This would mean the past and current work
of journalists and our intellectual property being used, without
fair compensation, to compete back against them in future news
reporting. A model for fair compensation could be the News
Media Bargaining Code where large digital platforms that are
using third party content to drive their business models are
required to fairly compensate the owners of that content.

This year, we have furthered our commitment to Community,
Company and Climate after completing our initial Materiality
Assessment, and Environmental, Social and Governance (ESG)
Policy last year. We appointed global sustainability consultants
South Pole as our partner, to help with progressing our planning
on carbon reduction. We have also actively engaged through
industry steering groups Sustainable Screens Australia, the
AANA, the IAB and Commercial Radio & Audio.

After a thorough search to fill the Board vacancy created
when Nick Falloon retired, we welcomed Mandy Pattinson
to the Board in August. Mandy has a wealth of experience in
the Australian media sector, and brings particular strength in
premium subscription television content and multi-platform
strategies. We believe Mandy adds valuable skills to our Board
as we continue to navigate and build Nine’s position within the
Australian media sector.

I would like to thank our CEO Mike Sneesby and his leadership
team, on behalf of our Board and all our shareholders, for
ensuring the continued focus and momentum of the business.
Nine is well positioned and continues to gain ground in a
competitive market – a testament to the management team and
their vision and implementation.

We are excited about where our business is, but we do not lose
sight of the challenges ahead. We believe we are in a leading
position to weather those challenges and emerge a stronger, and
more innovative Australian media company.

Thank you.

PETER COSTELLO, AC

Chairman

Annual Report 2023 7
Annual Report 2023 7

CEO’S ADDRESS

‘Nine’s broad base of
revenue and scale enables
us to maintain investment
in content and product’

Nine finished 2023 in an incredibly strong position,
notwithstanding the challenging operating environment.
Over the past year, the relative position of each of our
businesses – Total Television, Streaming, Radio, Publishing
and Marketplaces – has been further strengthened.

This has resulted from Nine’s clear strategy and execution across
the Company – particularly through our focus and investment
in content, technology and data. We remain committed to
developing and delivering the content and public interest
journalism that Australians want across Nine’s breadth of
platforms – attracting larger audiences and creating greater
targeted and cross-platform opportunities for advertisers – as we
continue to challenge the traditional paradigms in the markets in
which we operate.

Across Total Television, Radio and Publishing, we have gained
share against our traditional competitors. But the opportunity
today is far greater than those traditional media categories.
The Digital Video, Digital Audio and Digital Publishing markets
are all growing and, in some cases, are already larger than their
traditional counterparts.

Our business has embraced the opportunities presented,
extending Nine’s content across these evolving digital platforms.
This broad distribution base delivers us a reach of around
20 million people each month and our extensive signed-in
user base enables us to offer advertising solutions across the
consumer lifecycle and the marketing funnel.

We have a strong balance sheet and cash flow and will continue
to look for opportunities to further strengthen our position in
Australia’s media landscape.

In FY23, Nine reported EBITDA of $591 million, our second-
highest result since listing in 2013. The clear highlight of the year
was our share performance, both audience and revenue across

all of our platforms, which continued its positive trajectory. For the
year, Nine achieved a 20-year high for Metro FTA revenue share,
up 2.5 percentage points on FY22 to 40.7%; a 49.1% revenue
share in BVOD and growth in Radio with a market-leading share
of streaming audiences. Our content and journalism underpinned
around 9% growth in Subscription and Licensing revenue at
Nine’s wholly owned businesses, Stan and Publishing, now
accounting for 28% of total Group revenue, as Nine continues to
successfully diversify its revenue base.

This outperformance reflects the targeted and considered
investments in content that Nine continues to make – be it
innovative new strips for television like The Summit and My Mum,
Your Dad, timely content in news and public interest journalism,
extended content in Publishing in genres like Good Food and
Traveller, new cross-platform sports or unique Stan Originals –
these investments are paying off and solidifying Nine’s position
as Australia’s Media Company.

In an evolving video market, the value of premium sports rights
is clear. Major sporting events like the State of Origin show us
year in, year out that audiences and advertisers are committed
and engaged in premium sports, while a season of the NRL
provides audience consistency. Sport drives audiences to a
destination, acting as a strong promotional platform for Nine’s
other content, across all platforms. Our unique model enables us
to offer unrivalled exposure to the largest audiences (across free
and subscription television) with the media assets to support that
coverage and build fan engagement.

We are pleased to have our key sports of NRL and Tennis,
as well as Rugby Union and UEFA, locked in for the longer
term. And during the year, we reached an agreement with the
IOC, locking in the next five Olympics for Nine with exclusive
broadcast rights to the Olympic Games all the way to Brisbane
2032. Across Publishing, Audio and Television (including

8 Nine Entertainment Co.
8 Nine Entertainment Co.

Streaming), Nine will bring the 2024 Paris Olympics and
Paralympics to all Australians, with an unprecedented cross-
platform strategy.

The performance of our Total Television business was
underpinned by Nine’s content – the Australian Open,
Married At First Sight, The Block and the NRL and of course
augmented by our leading News and Current Affairs coverage.
Whilst competition for eyeballs continues to increase, it is
clear that great content continues to be rewarded with strong
audience performance. The value of Total Television is becoming
clear to both audiences and advertisers as we continue to make
in-roads into the $3.4 billion digital video market.

The global subscription streaming market continues to evolve as
major US studios begin to shift their strategic focus away from
direct-to-consumer distribution to an increased focus on content
licensing and profitability. Stan remains focused on profitable
growth; and in FY23 not only did we grow our sport and original
content offering, but we also grew subscribers and profitability.
FY23 was Stan’s fourth year of profit and positive cash flow.

Stan’s strategic positioning in Originals and Sport, alongside the
best of global licensed content, coupled with an active subscriber
base approaching 2.6 million and strong P&L, stands it in good
stead as the global market continues to evolve and international
streamers rationalise their approach. Stan’s position as part of
Nine creates significant benefits from content acquisition and
production to marketing and cross-promotion.

In FY23, Nine’s Publishing business reported EBITDA of
$165 million, with Digital accounting for more than 60% of
revenue. We are incredibly proud of the work our journalists
do to ensure the Australian public is reliably informed about the
news they care about. Be it the day’s biggest stories, award-
winning investigative journalism or engaging lifestyle content,
Nine is there. Strong audience engagement enabled us to lift
digital subscription prices, for the first time since the introduction
of digital packages. We see further opportunities for Nine
Publishing to grow its footprint and engage more deeply with
more consumers.

One of the key challenges for media in Australia is the impact
of the global digital platforms and their increasing presence
in the Australian market. We want to maintain a future that
ensures Australia’s voices and key moments are heard, shared
and celebrated with maximum potential audiences. As Peter
highlighted in his letter, we continue to work with the Government
through issues like prominence on connected devices, streaming
quotas and anti-siphoning to ensure the health and security of
Australia’s media companies; and are confident we share the
same values and ambitions.

The further development of AI, artificial intelligence, creates
similar challenges – but also opportunities for our business.
AI is already embedded in many of Nine’s current operations
– including user segmentation and engagement optimisation
across our 14.2 million signed-in 9Now user-base, as well as
personalised content recommendations and process automation
across our publishing assets and at Stan. We also see potential
for Nine to use AI to drive meaningful longer-term benefits in

content production, operational efficiency and commercialisation
throughout the business.

Of course there will be challenges as well, the most immediate
being that of companies utilising our content and data as the
basis for training AI Platforms. This is not unlike the benefits the
digital platforms receive from Nine’s content, which resulted in
mutually beneficial commercial agreements supported by the
News Media Bargaining Code. We continue to look for positive
engagement with the Government to address the potential risks
which the growth of AI will pose to the local media landscape.

In a difficult property market, Domain has made clear progress
diversifying its revenue base, and building on the foundations
of its Marketplace Strategy. Whilst its result was impacted by
markedly lower listing volumes around Australia in FY23, we
remain confident about the Group’s strategy and long-term future
and continue to explore mutually beneficial ways our two groups
can work together.

Over the second half of the year, the Executive team has again
been focused on the development of our long-term plan, and
the setting of our strategic priorities. We continue to remain very
focused on the long-term positioning and growth of Nine and,
notwithstanding the general operating environment, can see
real progress and opportunities across each of our businesses
– Television including Streaming, whether it is subscription
or advertising based, Digital Publishing, Total Audio and
Marketplaces – and all have opportunities to strengthen their
relative position, and to grow. The Board has been engaged
throughout the process, and I thank them for their support and
insights along the way.

Whilst the current market conditions remain challenging,
Nine’s broad base of revenue and scale enables us to maintain
investment in content and product. This is expected to result in
further improvement in Nine’s competitive position through the
cycle, while the Group also remains disciplined around operating
costs and underlying efficiencies. Nine’s strong cash flow and
balance sheet enables the continuation of the buy-back and
a targeted 60-80% dividend payout, as well as providing the
flexibility to consider strategic investments that will underpin the
longer-term growth of the business. Once again, I would like to
thank the team and acknowledge their focus and determination,
notwithstanding the more difficult economic backdrop which has
challenged the entire industry. Nine has risen to this challenge
and continues to build its audience and revenue share, and
invest in its future.

A difficult economic environment creates challenges, but Nine’s
strategy and momentum, strong market position and balance sheet
also create an opportunity to further strengthen our competitive
position – we remain committed to seizing that opportunity.

Thank you.

MIKE SNEESBY
CEO

Annual Report 2023 9
Annual Report 2023 9

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BROADCAST

IN FY23, NINE’S BROADCAST
DIVISION REPORTED EBITDA
OF $320M ON REVENUES OF
$1.4B FOR THE YEAR.

Nine’s Broadcast division comprises Total Television (Nine and 9Now) as well as Nine Radio.

Broadcast results

EBITDA1 contribution – FY23

1,600

1,400

1,200

1,000

800

600

400

200

450

400

350

300

250

200

150

100

FY20

FY21

FY22

FY23

 FTA Revenue (LHS) ● 9Now Revenue (LHS)  Radio Revenue (LHS)
― EBITDA (RHS)

10 Nine Entertainment Co.

11%

28%

53%

 Total Television
 Radio
 Stan
 Publishing
 Domain

1. Economic interest-adjusted basis, excludes corporate costs.

Total Television
In a difficult economic and advertising environment, the Total
Television market, defined as Metro free-to-air plus Broadcast
Video On Demand (BVOD), declined by 9% to $2.9 billion in FY23.

Reflecting the strong performance of Nine’s programming
slate and the benefit of the Group’s continued investment in
its content, Nine gained revenue share, with a market-leading
41.8% across the year, up 2.8pts on FY22. As a result, Nine’s Total
TV revenues were down by just 2%, with the growth in digital
revenues (9Now) partially offsetting the decline in free-to-air
(Nine Network). Around 15% of Nine’s Total Television revenues
in FY23 were digital, up from around 13% in FY22.

Total TV costs increased by just under 7% as Nine continued
to invest in its high quality schedule, with incremental sports,
entertainment content and a continual refresh of the core.
Specific investments included sports like the T20 Cricket
World Cup and UK Ashes as well as entertainment content like
The Summit, the format for which has subsequently been sold
offshore, and dating series, My Mum, Your Dad. In addition,
Nine invested in the 9Now platform, ensuring Nine’s strength in
the BVOD and broader digital video market continued. These
investments enabled the strong growth in revenue share, as the
traditional television market paradigm continues to be tested.

Total Television EBITDA in FY23 declined by 20% to $307 million.
Whilst down on FY22’s record year, FY23 was Nine’s second-
most profitable year from Total Television over the past 10 years.

Total TV Results

1,400

1,200

1,000

800

600

400

200

450

400

350

300

250

200

150

100

FY20

FY21

FY22

FY23

 FTA Revenue (LHS) ● 9Now Revenue (LHS)
― Total TV EBITDA (RHS)

Annual Report 2023 11

BROAdCAST

Premium content
Nine’s slate of premium television content is now being
distributed across three different platforms – linear television,
live streaming and catch-up, as consumption trends evolve. And
while linear television continues to account for the majority of
the audience, Nine is experiencing strong growth in the other
platforms, particularly live streaming, as consumers turn to 9Now
for their linear (live) television consumption. In FY23, almost half
of 9Now’s viewing was of live content, with the balance being
catch-up, as audiences increasingly embrace digital delivery.

News and Current Affairs, Sport and Entertainment are the three
key content genres of Nine’s Total Television business.

News & Current Affairs
Nine’s commitment to news is evidenced across the entire
business. Breaking stories, shared footage, depth of analysis
and cross-platform usage of talent are all benefitted by Nine’s
portfolio of assets – across Television, Radio and Publishing.
Nine’s newsroom is uniquely designed to enable our businesses
to maximise interaction and efficiency.

Further reflecting Nine’s broader commitment to news, during
2023 Nine undertook a number of major joint investigations,
delivered across multiple distribution platforms. The exposé on
sex trafficking and border security in Australia which resulted in
the Stan documentary Revealed:Trafficked was based on the
60 Minutes story first reported by Nine’s award-winning journalist,
Nick McKenzie, in collaboration with The Age and The Sydney
Morning Herald. Nine’s leading investigative podcast Hannah’s
Story was a result of the collaboration between Nine’s podcasts
team and Queensland’s news and radio teams and received a
Kennedy Award for Outstanding Podcast.

News and Current Affairs is also the backbone to Nine’s regular
television schedule with more than 60 hours of broadcast
content across Nine and 9now each week of the year. This core
of news provides the network with reliable audiences at scale,
with Nine’s nightly 6pm bulletin, attracting more than one
million Australians each night, forming an important lead-in to
each evening’s entertainment schedule and epitomising Nine’s
Purpose – Australia Belongs Here.

Younger Australians are also connecting with 9News in record
numbers on social media platforms. 9News is Australia’s most
engaged news brand across Facebook and Instagram1. Vertical
video content is watched 50 million times monthly across
TikTok, Instagram and Facebook2. Nine’s digital audience growth
continues on YouTube with 1.22 million subscribers choosing
9News as their premium source of news3.

At the end of 2022, after 17 years, Tracy Grimshaw stepped
down as host of A Current Affair. Grimshaw, a Walkley-award
winning journalist, first joined Nine as a reporter in the Melbourne
newsroom in 1981 before she began presenting 9News daytime
bulletins four years later. In 1996, she became the co-host of
Today, before making the move to A Current Affair in 2006.

1. CrowdTangle Intelligence report, 12 months to August 2023.
2. Internal data for Nine + Crowdtangle, July 2023.
3. YouTube data.

12 Nine Entertainment Co.
12 Nine Entertainment Co.

At ACA, Tracy prided herself
on telling the stories that
matter to her viewers, which
included prime ministers,
Hollywood stars, sports
icons and everyone in
between.

At the start of 2023, Ally
Langdon made her debut at
A Current Affair, moving from
Nine’s Today show which
she had co-hosted for three
years. The transition has
been smooth with audiences
holding above 900,000
each night and social
feedback very positive about
the next stage of ACA.

Respected journalist Ally Langdon
joined Australia’s No. 1 daily
current affairs program,
A Current Affair, as host in 2023.

Sport
Sport is also a key pillar to
Nine’s Total Television strategy,
attracting similarly reliable
and committed audiences. In
FY23, Nine broadcast more
than 1,900 hours of premium sports content, as well as a further
177 hours of sport-related content. Nine’s broad coverage
through free linear and streaming is complemented by the
deeper offering of Stan, while Nine’s radio and publishing assets
can be employed to further the exposure of its key sports.

The core of Nine’s sporting coverage is the NRL, with Nine
holding broadcast and live, free streaming rights through to the
end of season 2027. In season 2023, Nine’s broadcast of the
NRL performed well, with average audiences up 3% on 2022 and
with 9Now accounting for almost 10% of the 500,000-plus total.
The State of Origin in 2023 confirmed our long-held view that
audiences will find the right content. Game one attracted a total TV
audience of a massive 3.4 million, with all of Metro, Regional and
BVOD recording double-digit growth on 2022. Records tumbled
at the time, including the largest-ever live streaming audience in
Australia. Across the series, audiences grew by 2% to an average
of around 3 million viewers.

Nine also broadcast the Women’s State of Origin series in FY23,
which attracted an average audience of more than 600,000
across the two-match series, up 34% on the 2022 game; with
9Now audiences up 110% to 10% of the total.

The 2023 Australian Open boasted record attendance despite
the absence of some big name players, as Melbourne got out and
about once again after two years of COVID disruptions. After an
enormous 2022, with Ash Barty, the Special Ks, and Dylan Alcott,
television audiences were down on the record levels of 2022.
Notwithstanding, across the fortnight, Tennis on Nine reached
a national audience of 11.8 million people, while 525 million live

9News Sydney chief
newsreader Peter
Overton celebrated
22 years with Nine
in 2023.

minutes were streamed through 9Now. In terms of minutes viewed,
9Now accounted for around 10% of the total, up from 7.6% in 2022.

In November, Nine entered into an agreement with Tennis
Australia for the rights to all premium tennis played in Australia
for the 2025-2029 seasons, extending Nine’s partnership with
Tennis Australia for a further five years. During the year, Nine also
showed its year-round commitment to the sport, augmenting its
Australian Open coverage with the other Grand Slams – Roland-
Garros, US Open and Wimbledon shown across Nine and Stan.

In February, Nine announced that it had secured the rights to the
next five Olympics, culminating in Brisbane in 2032. This is a long-
term strategic investment for Nine across Total TV, Stan, Publishing
and Radio. It is complementary to the existing sports portfolio
which drives audiences to a destination and also acts as a strong
promotional platform for our network programs. The longevity of
the deal will allow Nine to build value in the partnership on the
road to Brisbane, driving consumption across Nine and growth for
9Now and Stan over the long term, as it helps define Nine’s digital
platforms as the destination of choice for Australia.

In a separate agreement, Nine has also secured the exclusive
free and subscription audio-visual and audio rights for the
Paris 2024 Paralympic Games, complementing Nine’s already
extensive sporting line-up.

Every Olympic Games delivers iconic sporting moments that
engage and unite Australia. Nine will bring these moments to
Australia across its breadth of platforms like never before. Live
broadcast across FTA, streamed not just through 9Now and
Stan, but also embedded in the Group’s Publishing platforms
and Audio assets. On big screens, on tablets and on phones.
The broadcast of the Olympic Games provides huge growth
opportunities, leveraging short-term uplift in consumption to
establish longer-term behaviours.

Entertainment
The third key pillar of Total Television is Entertainment content,
and Nine continues to demonstrate that it has the most popular
and resilient entertainment brands. Over the past few years,
Nine’s strategy has been to develop and trial new concepts
around the core of proven strips – and 2023 was no different.

Nine’s proven brands continue to perform and, in some cases,
grow their total television audiences. Season 18 of The Block,
Travel Guides, Love Island and Married At First Sight are all
evidence that good content will always find an audience.

In particular, The Block in October 2022 continued to be a
proven time slot winner. The average audience of more than
1.6 million viewers across Australia for each episode equated
to growth of 5% over season 17. 9Now accounted for a growing
share of total audience – 17% in FY23, up from 14% in FY22.

For the latest season of Married At First Sight, Total Television
audiences also grew, a result of 24% growth in live streaming
coupled with 22% growth in catch-up audiences – making MAFS
Australia’s biggest strip for the year.

Across the year, Love Island Australia was complemented by
the Love Islands UK and US which all drew young and dedicated
audiences, primarily on 9Now. Of Love Island Australia’s 450,000
average audience across the season, around 77% were 9Now
viewers, making it one of Nine’s key pieces of content across the
year. Across all the Love Islands, around 1.9 billion minutes were
streamed across FY23.

During the year, Nine continued to invest in new content and
concepts. The Summit launched in May, with audiences building
throughout the season and the subsequent sale of the concept
offshore. My Mum, Your Dad launched in late 2022. Both of these
reflect Nine’s focus on owning many of its creative concepts and
IP (intellectual property) looking forward.

In May, with the long-awaited roll-out of VirtualOz (VOZ), the
Television industry prepared to change the way it reports and
analyses audience data. VOZ is an industry-wide ratings product
that brings together broadcast viewing on TV sets and connected
devices to provide all-screen, cross-platform reporting for
Australia’s Total Television industry. For the first time, the industry
will be able to accurately measure and sell Total Television reach,
a key buying metric for advertisers which, despite the enormous
evolution of television over the past 10 years, has held well
over that time period. No other two mediums can be combined
and measured in a consistent, de-duplicated way. Moreover,
VOZ enables the measurement of co-viewing, for the first time
allowing broadcasters and marketers to more accurately estimate
audiences rather than just devices. It is expected that VOZ will
become the industry-wide trading currency in calendar 2024.

Nine now has three unique ways to monetise Total Television
content – linear Free To Air, and Broadcast Video on Demand,
both live streaming and catch-up.

Annual Report 2023 13
Annual Report 2023 13

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BROAdCAST

Free To Air Television (FTA)
In FY23, the Metro FTA revenue market declined by 11% as
the advertising market reflected the behaviour of the broader
economy. Nine recorded a market leading share of Metro
FTA revenues for the year of 40.7%, up from 38.2% in FY22,
underpinned by Nine’s strong content and ratings performance.
Total FTA revenue declined by a modest 4% with share gains
across both metro markets and regional (both affiliate revenues
from WIN as well as wholly-owned Northern NSW and Darwin)
offsetting much of the underlying market weakness.

FY23 was another strong ratings year for Nine. For the year
to June, Nine was the #1 Free To Air Network in all of the key
demographics – in Nine’s targeted 25-54s, Nine was the clear
leader on both a Network and main channel basis, 5.7 points
and 6.8 points respectively ahead of its nearest rival.

NINE NETWORK LEAdS IN ALL KEY RATINGS

25-54s

40.7% commercial share (+1.0 pts)

16-39s

41.1% commercial share (+2.4 pts)

#1 GS + CH

43.5% commercial share (+2.9 pts)

Total People

40.7% commercial share (+0.9 pts)

OzTAm data, linear Metro TV, main channel, 6pm – midnight, 12 months to
30 June 2023 vs 12 months to 30 June 2022 (ex Olympics).

Big Miracles captivated viewers
with the intimate and emotional
journey to parenthood; returning
to the Nine Network in 2024.

9News Perth
weekend news
presenter,
Tracy Vo.

14 Nine Entertainment Co.
14 Nine Entertainment Co.

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Novak Djokovic
made history
at the 2023
Australian
Open on
Channel Nine
and 9Now –
winning his
tenth AO and
equalling the
men’s Grand
Slam record.

9Now – Broadcast Video On Demand
In FY23, the Broadcast Video On Demand (BVOD) market grew
by 6%, with underlying structural growth muted by the weaker
economic conditions. Nine recorded the market leading share of
BVOD revenues for the year of 49.1%, resulting in revenue growth
of 16% to $176 million.

9Now continues to record strong growth in audiences. Growth in
live streams of 21% again outpaced growth in on-demand
viewing (+6%) and now accounts for around 50% of total streams.
From initially being established as a catch-up service for past
Nine content, 9Now continues to evolve and is expected to
further grow audiences as viewers embrace streamed delivery
of their Total Television content.

9Now’s success primarily reflects the strength of Nine’s core
network content. However, targeted content continues to be
added to 9Now to augment Nine’s core network content –
content like Love Island which brings incremental viewing and
minutes to 9Now.

Nine has also continued to invest in the key technologies behind
9Now, with better-than-broadcast picture quality and startover
two key additions through FY23.

Nine’s opportunity is to gain an increasing share of the
overall digital video market, estimated currently to be more
than $3.4 billion, and dominated by YouTube and Facebook.
Beyond Nine’s premium content, 9Now has clear advantages
over these global platforms – a brand safe environment,
unskippable ads and a third party, auditable measuring system.
The rollout of Virtual Oz, which brings broadcast viewing on
TV sets and connected devices together in a single database,
will also enable Nine to sell the de-duplicated reach of Total
Television – a key opportunity looking forward.

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Annual Report 2023 15
Annual Report 2023 15

Melbourne’s No. 1 breakfast show, Breakfast with
Ross and Russ; and the new team at 4BC Breakfast
– Laurel, Gary and Mark.

Nine Radio
Nine Radio operates Australia’s leading Talk Radio Network
through 3AW (Melbourne), 2GB (Sydney), 4BC (Brisbane) and
6PR (Perth). Nine also owns music stations in three of the same
markets through Magic 1278, 2UE and 4BH, which are operated
by Ace Radio.

In FY23, the total linear radio market (through Nine’s four markets)
was broadly flat at ~$625 million, with Nine’s revenue growing by
1%. Total revenues at Nine Radio grew by 4% to $106 million of
which $4.3 million, up 115%, were digital or streaming revenues,
the key growth segment of the market. Costs increased by 8%
due to the associated investment in digital and other content,
coupled with higher sales and marketing costs, resulting in
EBITDA of $13 million for the year.

Entertainment and long form narrative podcasts. The extension of
Radio’s traditional content into podcasts is expected to provide
incremental opportunities for audiences and advertisers.

In May, Nine launched Hannah’s Story, which immediately
shot to Number 1 on the Australian charts. Nine’s Queensland
Newsreader, Melissa Downes, and producer Jess Lodge, were
behind this powerful retelling of the events that led to the horrific
death of Hannah Clarke and her three children on a Brisbane
street three years ago, at the hands of her abusive partner.

It is a further example of collaboration across Nine, across
Television, Radio and Publishing and also Sales, which ensured
the commercial success of the podcast series.

6PR’s morning
presenter,
Gary Adshead.

Nine’s live and local content continued to resonate
in FY23, with 3AW maintaining its dominance in the
Melbourne market. 3AW returned #1 results overall, as
well as in Breakfast and Mornings across each of the
eight surveys. 2GB won six of the eight surveys overall,
with Breakfast dominating three surveys in the most
contested and competitive radio market in Australia. 2GB
Mornings continued its winning tally notching up a record
150 consecutive survey victories.

In June, industry body Commercial Radio & Audio (CRA)
launched Radio 360, the new audience measurement
system which incorporates streaming audiences for each
radio station alongside total and broadcast audience
figures, enabling a rank of networks and stations according
to the new metric.

The first Radio 360 survey highlighted what Nine has known
for some time – the power of talk radio. From a streaming
perspective, Nine’s talk stations in Melbourne and Sydney
recorded leading audience shares, well above the traditional
metrics, with talk far outpacing music radio in a streaming
environment.

Around 22% of Nine’s audience are now streaming Nine
Radio, with the associated single sign-on (SSO), enabling
data and analysis of audience composition and preferences
across all of Nine’s ecosystem. Nine is committed to
broadening its current podcast offering, focusing on Sport,

16 Nine Entertainment Co.

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Total Radio Results

120

100

FY20

FY21

FY22

FY23

 Radio revenue (LHS) — Total EBITDA (RHS)

Legendary broadcaster, Ray Hadley, recently
celebrated his 150th consecutive ratings win at 2GB.

The importance of data
Across the Group’s portfolio of platform assets, Nine has
unrivalled reach with more than 20 million signed-in users.
As consumers enter Nine’s ecosystem, and engage with Nine’s
content, the Group has an opportunity to gather data and
intelligence on user habits and preferences. The benefit of this
is two-fold. Firstly, it enables the analysis of content consumption
– what works and what doesn’t and with whom – helping to
support future content investment and inform digital product
development; and secondly, it enables the delivery of more
relevant advertising – a benefit to the consumer, advertisers and
Nine, as advertisers will pay a premium for effective targeting.

With an increasing focus on privacy, the recent changes to
Apple’s iOS settings and the expected phasing out of third party
cookies by Google from January 2024, Nine’s access to this
leading pool of first party data (information a company collects
directly from its customers and owns) is expected to become
increasingly important and valuable.

With a broad range of platforms to contribute to this data pool,
and a similarly broad range of platforms to distribute content and
advertise through, Nine is well placed to continue to grow its data
revenue. In FY23, Nine’s revenue from data increased by 16% to
$115 million.

Annual Report 2023 17
Annual Report 2023 17

STAN

IN FY23, STAN REPORTED EBITDA
OF $37M (+30%) ON REVENUES
OF $428M (+12%).

Stan is Nine’s subscription video on demand streaming business,
which launched in 2015 and has been consistently profitable
since the June half of FY19.

Revenue growth in FY23 was underpinned by 9% growth in
ARPU (average revenue per user), reflecting the success of price
increases for both Stan Entertainment (in September 2022) and
Stan Sport (March 2023) during the financial year. This ability
to raise pricing, with limited impact on churn, reflects Stan’s
confidence in its content slate and the engagement of its
subscriber base. It also contributed to Stan’s 30% growth in
EBITDA, despite costs increasing by 11% as a result of new first
run content and increased investment in Originals and Sport.

Stan has forged a unique position in the Australian market as the
only subscription streaming service to offer the combination of
domestic and international TV and movies as well as live sports
and pay per view events all in one place. Over the past two
years, as well as aggregating key content from the Hollywood
Studios, including Starz Lionsgate, Sony, Paramount, NBCU and
Warner Bros Discovery, Stan has been focused on furthering its
differentiation from the global DTC operators through growth
in both Originals and Sport. Furthermore, as a profitable local
player, with approaching 2.6 million active subscribers (more
than 2.2 million paying) and a registered subscriber base of
approximately 9 million since inception, Stan is truly unique.

18 Nine Entertainment Co.
18 Nine Entertainment Co.

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Stan Originals Bali 2002 (top)
and The Portable Door.

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Annual Report 2023 19
Annual Report 2023 19

Across the year, Stan continued to expand its commitment to Stan
Originals, launching 21 new titles. Original projects are developed
and commissioned with a broad range of partners, both local
and offshore, with Stan retaining exclusive rights in the Australian
market. Stan achieved particularly strong viewership in FY23 with
new Original series such as Black Snow, Poker Face, Ten Pound
Poms, Bali 2002 and Totally Completely Fine complementing
returning series such as Bump and Ru Paul’s Drag Race Down
Under as well as Original movies including Transfusion, Poker
Face and The Portable Door. Over the past 12 months, Stan
Originals have accounted for four of the six most viewed features
and four of the most viewed series on the platform. They have
also featured across many of the world’s leading networks
and platforms including Hulu, Peacock, Paramount+, BBC and
HBO Max.

Stan also made its first foray into reality television with Love
Triangle, from the producers of Nine smash hit Married At First
Sight (Endemol Shine). Releasing eight weekly episodes, Love
Triangle attracted a young and dedicated audience and will
return for a second season in 2024.

In a cross-platform approach to content that is unique to Nine,
Stan continues to work closely with Nine’s award-winning
journalists as well as key filmmakers and philanthropists from
Australia and around the world – and with support from Screen
NSW, VicScreen, Shark Island Foundation and Fremantle – to
develop the Revealed series of Original documentaries. In FY23,
these series included Trafficked, inside the world of human
trafficking in Australia; Reefshot, documenting efforts to protect
the Great Barrier Reef from the effects of climate change;
and The Cape, a haunting documentary about the mysterious
tragedies befalling an isolated community in Australia’s Cape York.

STAN

This investment in Originals is significant as it not only
differentiates Stan’s offering from the global players by bringing
the best local stories to Australian audiences, but it also creates
the foundations of a long-term content library asset. Stan will
again increase its output of original productions in 2024.

Stan also continued to bring high quality licensed content
to Australian audiences including popular shows such as
Yellowstone, Power, Your Honour and From. During the year, Stan
signed a new multi-year output deal with Sony which saw the
launch of new titles such as Lucky Hank and Panhandle and the
successful release of the highly anticipated series Twisted Metal,
based on the Playstation game. Towards the end of the year, Stan
announced the successful acquisition of three new spin-offs to the
global smash hit franchise The Walking Dead from AMC, a new
partner, with the first of these titles Dead City released in June.

Live streaming provides another key point of differentiation
compared with its competitors – across entertainment and
Stan Sport. During the year, Stan launched its first forays into
entertainment live streaming, broadcasting the Queen’s funeral,
Golden Globes and the King’s Coronation event. Stan also
strengthened its Stan Sport proposition; extending key
partnerships with Rugby Australia; Grand Slam tennis events
the Australian Open, Roland Garros and Wimbledon; as well
as the Union of European Football Associations (UEFA). Stan
also continues to provide access to other high quality sporting
competitions, with international and domestic motorsport
including Formula E, INDYCAR, World Endurance Championship,
World Rally Championship, SpeedSeries, Australian Superbike
Championship, Australian Pro MX and FIM Motocross as
well as the emerging MMA competition, the Professional
Fighters League, which during FY23 announced the additions
of superstars Jake Paul and Francis Ngannou to its line-up.
Stan Sport’s strategy is premised on delivering premium sports
with large and committed supporter bases via its high quality
platform. The unique combination of sport and entertainment is
a significant point of difference for Stan and continues to drive
high engagement among subscribers and positive contribution
to the business.

Stan Sport also enables Nine to offer a whole of television
approach to Sport, a benefit for both Nine and the relevant
sporting bodies who value the merits of Nine’s whole of company
commitment, with audiences and editorial focus across both free
and subscription platforms.

20 Nine Entertainment Co.
20 Nine Entertainment Co.

Stan also offers subscribers access to premium Pay Per View
events and in FY23 Stan brought audiences two big fight nights
headlined by Joseph Parker vs Joe Joyce in September, followed
by the blockbuster match-up between Sonny Bill Williams and
former UFC star Mark Hunt in November.

Stan’s continued success is taking place in an ever-changing
global streaming landscape, where global streaming services
have significantly pivoted their strategies from a focus on building
global subscriber numbers at any cost (often by launching
direct-to-consumer offerings in a large number of markets) to
a renewed focus on profitability. As a consequence, a number
of the global players are expected to evolve their strategies in
Australia, with some returning to a third party licensing model for
some of their content. With a profitable active subscriber base
approaching 2.6 million, as well as an inactive subscriber base of
more than twice this level, Stan is well positioned to play a part in
the evolution of SVOD in Australia.

Stan Original series,
Ten Pound Poms.

EBITDA1 contribution – FY23

Stan Results

450

400

350

300

250

200

150

100

 Total Television
 Radio
 Stan
 Publishing
 Domain

1. Economic interest-adjusted basis, excludes corporate costs.

FY20

FY21

FY22

FY23

 Stan revenue (LHS) — Total EBITDA (RHS)

Beloved Stan
Original Bump,
returned to Stan
in 2023 for its
third season.

Annual Report 2023 21
Annual Report 2023 21

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IN FY23, NINE
PUBLISHING REPORTED
EBITDA OF $165M
(-8%) ON REVENUE
OF $575M (-3%).

Nine’s Publishing division includes the mastheads The Sydney
Morning Herald, The Age, The Australian Financial Review,
The Brisbane Times and WAtoday, as well as Nine’s other Digital
Publishing titles including Pedestrian, Drive and nine.com.au.

During 2023, in a more difficult economic and advertising market,
the quality, diversity and veracity of Nine’s content underpinned
continued growth in reader revenue (subscription, licensing
and circulation) which now accounts for more than half of total
revenue. This longer-term reweighting has been the result of
Nine’s clear commitment to audiences, and the content that
drives engagement and, ultimately, subscription.

As in Television and Radio, Nine Publishing is focused on
extending audiences of its content across existing and emerging
digital platforms, and is the most progressed of the Nine assets
on that journey. In FY23, more than 60% of revenues were
digitally-sourced, up from less than 50% in 2019.

PUBLISHING

COMBINED REACH1

16.4mACROSS MASTHEADS AND OTHER DIGITAL

PUBLISHING PLATFORMS, DE-DUPLICATED

MONTHLY AUDIENCE1

Over 12m

ACROSS PRINT AND DIGITAL
MASTHEADS, DE-DUPLICATED

REGISTERED USERS2

1.3mAS AT JUNE, 2023

ACTIVE SUBSCRIBERS2

More than
460,000

1. Roy Morgan Research, People 14+, last 4 weeks averaged over the

12 months to June 2023.

2. Nine internal data.

22 Nine Entertainment Co.

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 Radio
 Stan
 Publishing
 Domain

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Total Publishing Results

700

600

500

400

300

200

100

FY20

FY21

FY22

FY23

 Publishing revenue (LHS) — Total EBITDA (RHS)

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140

120

100

Annual Report 2023 23
Annual Report 2023 23

Over the past three years, Nine has seen 14% total growth in
subscribers to the core mastheads The Sydney Morning Herald,
The Age and The Australian Financial Review, with that growth
coming entirely from digital. In FY23, digital subscription and
licensing revenue grew by 5%, more than offsetting the decline
in print. This strong performance in digital enabled Nine to
increase digital subscription rates, for the first time since digital
packages began, boosting ARPU, and with a minimal impact
on churn.

Nine’s pool of around 1.3 million incremental registered users
has provided Nine with valuable data on consumption and
engagement, enabling targeting of advertising to more of the
Group’s 16 million monthly readership base.

During the year, Nine continued to receive licensing revenues
from the key digital platforms, in recognition of the quality of the
Group’s journalism and the contribution Nine’s content makes
to the business models of these platforms. As distribution paths
continue to proliferate, Nine remains focused on monetising its
content across all available platforms – crucial in ensuring the
long-term vibrancy and uniqueness of the Group’s premium
journalism. The growth of TikTok and surge of AI (artificial
intelligence) platforms such as ChatGPT creates incremental
opportunities for Nine to continue to build its licensing revenues.

After a strong start to the year, Nine Publishing was impacted
by the softer advertising market through the second half of
FY23. Digital advertising revenue declined by 14% across the
year, primarily reflecting softness in programmatic advertising.
Print advertising was broadly flat across the year – first half
growth being followed by a markedly softer second half.

Growth in audiences, and utilisation of Nine’s Group-wide data
will provide further opportunities to continue to grow our share
of the $1.5 billion addressable digital advertising market. In FY23,
Nine Publishing continued to grow share in a market which
was impacted by the underlying economic conditions.

PUBLISHING

Notwithstanding a more challenging cost environment, which
reflected the outcome of the EBA (enterprise bargaining
agreement) and higher paper and distribution costs as well as
some underlying investment in content, costs in FY23 were
marginally down on FY22.

Contribution to revenue

Digital
61%

 Digital subscription
and licensing
 Digital Advertising
 Digital – other

 Print subscription
 Print retail
 Print advertising

A win for public interest journalism
In June 2023, the Federal Court, after more than 100 days
in court and 10 months of consideration, determined that the
investigations by The Age and The Sydney Morning Herald were
substantially correct in their reporting that Ben Roberts-Smith
committed war crimes. This judgement was vindication for Nine’s
investigative journalists Nick McKenzie and Chris Masters who
began reporting on this difficult and complicated story more
than seven years ago. It was a vindication for the many people
in Nine’s newsrooms and organisation who support this public
interest journalism. It is also a vindication for the brave soldiers
of the Australian Defence Force’s SAS who served their country
with distinction and then had the courage to speak the truth
about what happened in Afghanistan.

Publishing a story of this magnitude is never easy, but
high quality investigative journalism is vital to a thriving
democracy. Nine’s unequivocal backing of this story and the
associated defence (and now the appeal brought about by
Mr Roberts-Smith) is a clear demonstration of Nine’s commitment
to quality journalism.

Nine superbrand, Good Food, relaunched in March 2023,
with a revamped digital offering.

New product launches in FY23
During 2023, without the impact of pandemic news consumption,
readers increasingly turned to lifestyle and sport content.
In keeping with this theme, Nine invested in two key categories –
where it already had a presence, but which the Group believed
could become more significant subscriber and advertising
drivers in the medium term. These products also offer advertisers
a differentiated opportunity to access engaged and highly
relevent audiences.

In March, Nine re-launched its Good Food product, Australia’s
trusted food media brand, across both digital and print.

With a monthly cross-platform readership of 1.5 million1 and a
social media presence of nearly 700,000 people, the relaunched
goodfood.com.au is now fully integrated into the Sydney Morning
Herald, The Age, Brisbane Times and WAtoday websites,
with new tech and product features; a revamped navigation
of localised restaurant reviews; regular columns from some of
food’s biggest names, and new editorial features including more
cooking tips, eating out guides and trends coverage. Enhanced
content from some of the biggest names in Australian food is
complemented by state-of-the-art technology features improving
navigation and ultimately engagement.

The annual Good Food Awards are the home of Australia’s most-
recognised and respected restaurant awards – the coveted
chef’s hats have been given out for more than 40 years – making
Good Food a cross-platform brand like no other spanning print,
digital, television, events and retail.

1. Source: Roy Morgan Research; People 14+ for the 12 months ending December 2022. Based on L4W.

24 Nine Entertainment Co.
24 Nine Entertainment Co.

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14 time Walkley-award
winning investigative
journalist, Nick McKenzie.

In April, Nine re-launched Traveller, a new-look digital home
for high-quality travel content for Australia’s most discerning
audiences and advertisers. With the site now fully integrated
into The Sydney Morning Herald, The Age, Brisbane Times
and WAToday websites, Traveller.com.au offers holiday and
destination guides, an affordable travel series, enhanced
site navigation and search capabilities, supported by great
editorial content. The section provides dynamic opportunities
for travel brands, connecting them with a high value and
engaged audience through immersive branded content,
contextual alignment and sponsorship opportunities. With a
monthly cross-platform readership of 1.6 million2 and a social
media presence of nearly 300,000 people, Traveller is a travel
destination in its own right. Across Nine Publishing, travel-related
ad revenues grew by more than 50% in FY23, as Australians
embraced the opportunity for travel again.

Nine.com.au
Nine.com.au is Nine’s free, mass market online news publication,
which leverages the broader Nine strength and brands as the
digital home for the Nine Group. With a monthly audience of
more than 10 million3, nine.com.au opens the door to some
of Australia’s leading websites for news, sport, lifestyle and
entertainment – through affiliated sites, including 9news.com.au,
WWOS.com.au (Wide World of Sports), 9Entertainment with news
on all of Nine’s key television shows, and 9Honey for the latest
celebrity and lifestyle news. Nine.com.au is purely advertiser
funded, relying on its high levels of traffic and the associated
demographic insights to build advertising revenues.

Drive
Drive is one of Australia’s largest automotive content networks,
reaching over 16 million Australians each month. Consumers
can experience Drive automotive content on TV across the
9Network, 9Now, radio, social, podcasts, in print and on site at
Drive.com.au. Drive’s motoring experts review and drive every
car available for Australians to buy and provide expert advice,
opinion, new car showrooms, Drive Car of the Year awards and
extensive listings of dealer accredited cars for sale.

Pedestrian
Nine also owns 100% of Pedestrian Group, one of Australia’s
leading youth media groups. With a monthly audience of
3.5 million young Australians3 on its websites (a notoriously
hard to reach demographic), Pedestrian Group breaks the
stories that matter to those readers, from culture to tech,
business to gaming, fashion to entertainment and politics to
lifestyle through its diverse brand portfolio across pedestrian.tv,
VICE, Refinery 29, Gizmodo, Kotaku and Lifehacker. It is also
home to Open Air Cinemas.

Advertising constituted around 85% of total gross revenues
in FY23, as the Group continued to extend its monetisation of
audiences through affiliate and commerce revenues as well as
continued engagement on Pedestrian Jobs, a jobs board for
young Aussies in the creative and media industries.

The Group also expanded its operations into New Zealand, led
by VICE AU’s work with the Ministry of Social Development to
launch their multi-year Love Better initiative.

2. Source: Roy Morgan Research; People 14+ Last four weeks average over the 12 months to December 2022.
3. Source: IPSOS, July 2023.

Annual Report 2023 25
Annual Report 2023 25

DOMAIN

IN FY23, DOMAIN
REPORTED EBITDA
OF $103M ($109M1)
ON REVENUES OF
$355M ($346M1)
FOR THE YEAR.

1. As reported by Domain Group (ASX: DHG), excludes discontinued

businesses (Domain Home Loans).

26 Nine Entertainment Co.

Nine holds a 60% stake in the separately listed Domain Group
(ASX: DHG), one of Australia’s leading property technology and
services businesses. Domain’s integrated suite of assets offers
both consumers and agents a cohesive and integrated suite of
property-related services including core listings, agent solutions,
consumer solutions and property data solutions.

Nine’s relationship with Domain extends beyond this equity
stake. Editorial content, support of Domain brand through Nine’s
news and shows like The Block as well as the bringing together
and utilisation of the Groups’ extensive first party data-bases are
key examples of mutually beneficial co-operation between Nine
and Domain.

In FY23, Domain’s result reflected the challenging property
environment, particularly in its core markets of Sydney and
Melbourne. Domain’s Residential revenues, 63% of the total,
fell by 7%, with 8% growth in controllable yield, a function of
both price and depth penetration, more than offset by the
weaker listing market, and Domain’s geographic mix. This yield
performance was supported by Domain’s new product launches
during the year including the Social Boost All tier early in FY23.
These initiatives continue the Group’s focus on increasing the
value Domain provides to agents and consumers, consistent with
the Marketplaces model.

Media, Developers and Commercial recorded a slight decline
in revenues to 13% of the Group total. Commercial Real Estate
(CRE), which provides subscription, depth listing and advertising
for the office, industrial and retail sector, was the best performing
business, with revenue growth of 6%. Conversely, Media had
a more difficult period, in line with both the property cycle and
broader advertising market.

Domain’s Agent Solutions business is focused on providing
agents with enhanced tools and solutions to enable them to
strengthen and grow their businesses. In FY23, revenue grew
by a reported 86% (6% underlying), boosted by a full year
contribution from Realbase. Realbase is the leading campaign
management platform in Australia and New Zealand with its initial
contribution impacted by the weaker listing environment. Real
Time Agent provides enhanced digital tools for the property
transaction process while Pricefinder delivers property data,
insights and reporting tools and Homepass provides database
tools to support the open for inspection process.

Domain Insight recorded revenue growth of 16% (4% underlying),
which includes the performance of Pricefinder (non-Agent),
Australian Property Monitors and a full year of Insight Data
Solutions (IDS), which provides land and property valuation data
to Government and corporate customers. Domain Insight is
focused on building Australia’s best quality data asset, available
to all customers, by combining all of Domain’s data sources.

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While announcing its decision to exit its current Domain Home
Loans joint venture, Domain remains confident about the future
role that home loans can play in driving the Marketplace strategy.

11%

Domain services print audiences with property listings and
editorial through the Domain, Domain Prestige, Allhomes and
Domain Review magazines. Domain and Domain Prestige are
distributed through Nine’s leading publications – The Sydney
Morning Herald, The Age and The Australian Financial Review.
Domain’s print revenues declined by 24% to $17 million,
reflecting the underlying listing market weakness, particularly in
Domain’s key markets of Melbourne and Sydney. Print continues
to deliver strategic value to Domain, from both an agent and
consumer perspective.

Across the year, as the listings market weakened, Domain
responded to the changing market conditions with second
half costs down 18% on first half, which resulted in a full year
underlying cost increase of 7%1 – slightly bettering guidance
provided to the market during the year. Fourth quarter initiatives
included proactive annual leave management, staff recruitment
phasing and further discretionary cost controls.

Across its Marketplace ecosystem, Domain’s unique digital
audience of 8.3 million2 supports the Group’s extensive data and
related infrastructure, enabling greater utilisation and insights
for Domain’s customers. During the year, Domain continued its
commitment to the three key areas of Platforms, Personalisation
and Privacy which together contribute to Domain’s data quality,
user experience and ability to monetise its solutions across its
entire marketplace.

1. As reported by Nine, including Domain Home Loans.
2. Source: Nielsen Digital Content Ratings, Monthly Tagged, July 2022 to
June 2023, July 2021 to June 2022, Domain Media (including Domain,
Allhomes and Commercial Real Estate), P2+, Digital C/M, Text, Domain,
Unique Audience.

 Total Television
 Radio
 Stan
 Publishing
 Domain

3. Economic interest-adjusted basis, excludes corporate costs.

Total Domain Results⁴

400

350

300

250

200

150

100

FY20

FY21

FY22

FY23

 Core digital (LHS) ● Consumer Solutions (LHS)
 Print (LHS) ● Corporate (LHS) ― EBITDA (RHS)

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100

4. As reported by Nine, including Domain Home Loans.

Annual Report 2023 27
Annual Report 2023 27

COMPANY, COMMUNITY & CLIMATE

This is the lens through which Nine considers all the factors that matter to the sustainable growth of our business;
environmentally, socially and through good governance.

Company
We want everyone to know they
have the opportunity to join the
Nine community

Community
We will create opportunities
for all Australians to feel they
belong here

Climate
We are focused on developing the tools
and framework to give us the ability to
fully measure our corporate greenhouse
gas footprint across the business

Company – People and Culture
This year was a year of reset for our people – of resetting what it
means to be part of Nine, resetting our purpose and our values,
resetting connection with our audiences, resetting how we
work and resetting our commitments. Together with our people,
we co-created our Purpose – Australia Belongs Here – and
our Values – Walk the Talk, Turn Over Every Stone and Keep it
Human. Our Purpose and Values always existed – they are the
behaviours our people use to display their passion for Nine –
but co-creating and articulating the Purpose and Values helps
to unify our people, and align our expectations of behaviour
at Nine. It’s this purpose and values that now underpin all that
we do at Nine, the way we make decisions, how we show
up. And the People and Culture strategy is anchored on the
Purpose, delivering in Purpose and Values, Talent, Leadership
and Inclusion, Learning and Development, and Health, Safety
and Wellbeing.

Delivering on Purpose and Values
In FY22, we began a process to hear from people from all parts
of our business, right around the country. More than 1,000 people
engaged in digital sessions and interactive workshops to debate
what unites us.

These workshops created conversation about values and
behaviours, identifying what was important to us. We heard that
empathy, humility, courage, credibility, curiosity and innovation
mattered most. Despite being a large, diverse organisation,
we found that consistent themes came up time and time again.
Our shared purpose was already there, driving our passion and
belief in what we do. It was a part of our DNA; who we all are
at Nine, and why we can consistently deliver success for our
audiences, the wider community and our shareholders.

Delivering on Leadership
With the launch of our Purpose and Values, changing market
conditions and the increased opportunity of our Olympic Games
deals, our leaders are critical to supporting our people to be the
best they can be and deliver our long-term strategy.

Over FY23, we continued to support our leaders, launching our
first Group-wide leadership conference. 230 senior leaders from
across all areas of Nine came together to connect, exchange
ideas and align on the future direction of our business.

With the launch of our Purpose and Values, resources and
workshops were also created for our leaders to help them lead
with purpose and bring our values to life within their teams.
To continue to further ensure we have the leadership capability
we need for our future, we have also defined what it means to
lead at Nine and identified the core capabilities our leaders need.
In FY24, we will launch a new Leadership Portal with resources
for our leaders; as well as a leadership program, Leading@Nine.
All leaders will go through this program over the course of two
years, ensuring they have the skills required to lead and support
our people to be the best they can be.

Delivering on Diversity, Equity and Inclusion
Following our review in FY21, and partnership with leading
consultancy Diversity Partners, a new team was created within
People & Culture to further the Diversity, Equity and Inclusion
agenda Group-wide. This team has now been in place for close
to 12 months, and over this time we have launched a number
of planned activities and initiatives, both to the business and
behind the scenes.

During FY23, we created and launched Employee Resource
Groups (ERGs) across multiple diverse lenses, spanning the
breadth of the Nine Group. Each with a dedicated Executive
Sponsor and co-chairs, Nine Communities exist to provide
support for people with lived experience, encouraging them to
come together as a group to raise awareness and champion
change within our organisation. Nine Communities (Gender
Equity, Cultural Diversity, Pride, All Abilities and First Nations)
have come together and rallied around causes and issues alike,
launching internally through events such as Lunar New Year
events, International Womens’ Day and World Pride celebrations.

28 Nine Entertainment Co.
28 Nine Entertainment Co.

In particular, we have convened an Employee Resource Group
consisting of employees with Aboriginal and Torres Strait Islander
backgrounds. This group of employees meet regularly, and are
advising Nine on approaches to our First Nations Strategy, areas
of importance and future focus for the organisation.

In FY23, we again celebrated our First Nations employees and
the wider community with the launch of Cultural Competency
training modules, available Group-wide, delivered online by
Arrilla and Shelley Reyes AO. We also placed Acknowledgement
of Country plaques across all of our offices nationwide,
referencing the specific lands of each of our locations.

While in its early stages, we see the future of this group as one
of our key advisory lenses, coupled with external expertise in
relevant areas.

The success of our efforts in Diversity, Equity and Inclusion would
not be possible without the shared knowledge of our peers and
partners. In FY23, Nine solidified relationships with peak industry
bodies, including our membership investment in Media Diversity
Australia, while also embarking on new partnerships across
multiple lenses. The Australian Network on Disability, Pride in
Diversity, and the Diversity Council of Australia are now strategic
partners and assisting us with resources, training and advisory
on our Diversity, Equity and Inclusion journey.

Details on our objectives for gender diversity can be found in the
Corporate Governance Statement on page 38.

Risk and Compliance/Respect at Work
With the recent legislation changes and upcoming mandates
we are working towards full compliance by executing a deep
dive into the experiences of our people across Nine. We have
engaged and are working with Intersection at Work, a leading
consultancy whose members were involved in crafting the
legislation itself, to assist us in uncovering any areas of concern
and updating our policies, processes and employee experiences
to not only meet requirements but also provide support and
guiderails into the future. We expect to see this work complete by
the end of the calendar year.

Delivering Engagement
Results from the annual Nine Employee Engagement Survey in
2022 told us that whilst our people feel connected to their team
and the brand or product their role relates to, they wanted to
learn more and get closer to the broader Group and its many
different products and brands.

A new concept initiative called ‘Employee Exclusives’ was
developed to provide unique value around our incredible content
that only employees at Nine can experience. The initiative
includes an annual calendar of unique events, behind-the-
scenes access, and special perks related to our products such
as competitions, prizes, exclusive stories, merchandise, discounts
and more.

Delivering our Value Proposition
The need for Nine to identify, develop and retain the best talent
in the market has never been stronger. This is impacted by many
factors, including the current employment market, and changes
in employee expectations about the working environment and
corporate citizenship, particularly around responsibility, ESG
and inclusion.

In FY23, we undertook research and qualified our available data
to get an insight into both the internal and external perceptions
of our employer brand. Utilising these and other inputs, including
our work on Purpose and Values and linked to the Group
strategy and goals, we have worked with our employees, tested
assumptions and then crafted our Group-wide Employer Value
Proposition. As a result, we have developed a visual identity
and narrative that we can take to market, articulating the true
experience of working at Nine.

Delivering on Health and Wellbeing

Psychosocial Safety

With the regulatory changes across Australia pertaining to the
management of psychosocial safety in the workplace, Nine
continues to review its operation in light of the new obligations.
In particular, Nine has continued to deliver on training and
reviewed the strategy for FY24, which will have clear governance
around the strategic pillars of Protect, Promote and Respond and
programs of work behind each element.

NEC Board

NEC Management

NEC Total Employees

50%

45%

692

55%

45%

4,753

55%

 Female  Male

As at 30 June 2023.

Annual Report 2023 29
Annual Report 2023 29

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Mental Health Awareness Training
During FY23, Nine’s Safety team have trained over 200 leaders
in an in-house ‘Mental Health for Leaders program’ aimed at
providing awareness, changing the stigma and giving practical
conversation tools for leaders to enable practical support and
management of psychosocial safety in the workplace. 98% of
leaders rated this training to be ‘very good’ or ‘excellent’, with
94% stating that it was ‘Very relevant’ or ‘Extremely relevant’
to their role.

To supplement knowledge at a leadership level, Nine has
continued to roll out the Thrive Ambassador program, which
is a peer-support mental health program. This is supported by
an external provider, who provides suitable supervision and
instruction to Thrive Ambassadors. Nine will continue to deploy
this program throughout FY24.

FY23 has seen an increased uptake of Converge, our Employee
Assistance Program (EAP) partner. This has been seen as a direct
result of the education provided to leaders and employees, and
an understanding of the proactive support available to Nine’s
employees and their families. Nine’s safety team curate a monthly
publication which is generated from Converge; and ‘Thrive at
Nine’ is a digital magazine shared across the Nine Group, and
is widely read by our people.

To safeguard Nine’s Safety team from psychosocial harm,
we have implemented a ‘Care for the Carer’ program so that
the members of this team can appropriately receive suitable
professional assistance as required. Given the nature of
conversations and matters the safety team are involved in, the
psychological support required is more tailored and specialised
than EAP and allows team members to build trust and rapport
with a clinician for ongoing care and supervision. This program
was nominated in the ARPA NSW industry awards and was a
finalist for ‘Outstanding Achievement in Return to Work Award –
ARPA Associate Members and Industry Stakeholders’.

Building on the Respect@Work legislation changes, Nine has
co-designed a capability module with external psychologists
for Nine’s leaders, initially being deployed in our Publishing
division. The identified risk in this business unit is exposure of
journalists to disrespectful behaviour from external stakeholders,
that ranges from incivility to overt discriminatory behaviour or
commentary, and online violence. Female journalists have been
identified as being at a greater risk of exposure to these types
of behaviour, including sexualised discrimination. This module is
designed to upskill leadership in how to respond to employees
who have been exposed to these behaviours, and how to refer
them to support. This training will continue into FY24 and be
shared with all news gathering departments.

Fatigue study
Nine is engaged in a broad range of activities to collect and
gather content from across the business in relation to the
management of fatigue across the Group. In FY23, we have
undertaken a study of our people to listen to them and gain their
perspectives, insights and thoughts on the work they undertake
and the risks and opportunities associated with fatigue.

This research demonstrated the need for further fatigue planning
and processes; and in FY24, Nine will focus on development
of a fatigue risk management system and practical tools for our
people to use to assess and manage fatigue.

Manual Handling Project
At Nine, the primary workplace-related injuries are
musculoskeletal injuries; and slips, trips and falls. To gather more
insight into this, we continued to invest in onsite physiotherapists
at our main broadcast centre in Sydney, and provide treatment
and education to those involved in physical roles associated with
news gathering including camera operators, photographers etc.
There is high engagement and participation with this program and
we aim to broaden this across the Nine operating group in FY24.

In addition to this, a review of equipment was undertaken to
understand the physical demands placed on these higher risk
employees. Recommendations have been made and initial
implementation of carrying aids to reduce the physical load on
employees is expected across the country in FY24.

Injury Management and Workers Compensation
Nine continues to invest in support for injured workers and has
achieved good pre-injury outcomes for our people this year.
This has resulted in a stable premium result, below the industry
average. We are pleased to see the increase in reported hazards
back to pre-COVID levels (acknowledging the reduction in FY22
primarily due to the prevalence of working from home in that year).

Total injury numbers

Lost time injury

Lost time injury frequency rate

Total recordable injury frequency rate

Hazards identified

EAP (Employee Assistance Program) usage

FY23

FY22

0.86

2.95

4.9%

2.00

3.00

5.1%

30 Nine Entertainment Co.
30 Nine Entertainment Co.

Company – Corporate Governance
Nine’s Corporate Governance Statement, which starts on
page 38, demonstrates the extent to which Nine has complied
with the ASX’s Corporate Governance Council Principles and
Recommendations and corporate governance best practice.

The Charters which Nine has adopted and related corporate
governance policies are available on Nine’s website
(https://www.nineforbrands.com.au/corporate-governance-2/).

Consumer Data and Privacy
Nine collects consumer data and information through the Group’s
base of more than 20 million unique, registered users. Nine
recognises that it is critically important to have controls and
frameworks in place to protect consumers’ data and privacy.
Without appropriate controls, the business risks losing public
faith, social licence to operate and shareholder value.

Collection and usage of this data is governed by the Australian
Privacy Principles (APPs) and Privacy Act 1988 (Cth) (Privacy
Act) and Nine’s privacy policy. Nine has recently engaged an
independent third party to review Nine’s policy and procedures
for data governance, which recommended a number of data
management practices that Nine is looking to implement in the
short term. Nine is also engaging with the Government through
the current Privacy Act reform proposals, to seek to ensure a fair
balance between protecting the rights of individuals and ensuring
an effective free press.

Details on Nine’s security and privacy policy can be found at
https://login.nine.au/privacy.

Facilitating trusted journalism
As a public facing media outlet, it is important that Nine promotes
independent journalism. There are, in place, governance
frameworks that ensure truthfulness, accuracy, objectivity and
independence of editorial decision making, from commercial
decision making. These are underpinned by the external
frameworks which apply to journalism activities, specifically:

• For online and print journalism, Nine is committed to

complying with the various standards developed by the
Australian Press Council in conjunction with its constituent
members (https://www.presscouncil.org.au/statements-of-
principles). This includes a Statement of General Principles, a
Statement of Privacy Principles, Specific Principles covering
matters such as the reporting of suicides, and Advisory
Guidelines on matters such as reporting elections. As a
member of the Press Council, Nine must cooperate with
the Press Council’s consideration of complaints against it
and publish any decisions by the Press Council following a
complaint to Nine.

• Television broadcast journalism, including the handling
of personal information, is governed by the Commercial
Television Code of Practice (https://www.freetv.com/resources/
code-of-practice) and the ACMA Privacy Guidelines (https://
acma.gov.au/publications/2016-09/guide/privacy-guidelines-
broadcasters). The Commercial Television Code of Practice
prohibits certain types of programs and advertisements,
requires classification of program material and broadcasts
in suitable time slots, and puts limits on the amount of
advertising and other non-programming matter which can be
broadcast. It also promotes editorial accuracy, fairness and
protection of privacy for individuals in relation to news and
current affairs.

The Commercial Television Code of Practice also requires
Nine to ensure advertisers comply with the AANA Advertiser
Code of Ethics and the AANA Code of Advertising and
Marketing Communications to Children.

Further, Nine’s commercial television licences, issued under
the Broadcasting Services Act, are subject to conditions
around specific matters such as advertising of tobacco and
interactive gambling, obligations to broadcast matters of
national interest, and prohibitions on the broadcast of material
with certain classifications.

• For Radio journalism, Nine complies with the

standards developed by Commercial Radio & Audio
(https:///www.commercialradio.com.au/legal/regulation-codes).
In respect of its Radio business, Nine is bound by the
Commercial Radio Code of Practice and the Commercial
Radio Guidelines which also promote editorial accuracy and
guide reporting on sensitive topics such as mental illness.
As in television, Nine’s commercial radio licences, issued
under the Broadcasting Services Act, are subject to conditions
around specific matters such as advertising of tobacco and
interactive gambling, obligations to broadcast matters of
national interest, and prohibitions on the broadcast of material
with certain classifications.

Community – Internal

The Fairfax Foundation
The Fairfax Foundation, established in 1959 with an independent
charter, provides assistance to current and former employees
and their families through a range of grants and other benefits.
Grants can assist individuals who are in financial hardship,
facing significant out-of-pocket medical expenses, or seeking

Annual Report 2023 31
Annual Report 2023 31

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support for education costs or personal development activities.
The Foundation provided over $650,000 in financial grants and
other benefits to eligible applicants during the 2023 financial year.
The grants program was expanded in 2023 to include financial
assistance for expenses related to wellbeing, resilience and
recovery. This new initiative supports applicants to improve their
wellbeing and access the specialist services they need.

Community – External

KEY HIGHLIGHTS:

Volunteers Morning Tea

A national initiative in its second year, giving our people the
opportunity to engage directly with our partner charities,
and specifically, to learn more about volunteering. We have
strong support from our Nine talent on this day, as several of
the team have deep associations with their chosen charities.
Livinia Nixon hosted in Melbourne, Sylvia Jeffreys in Sydney
and Brenton Raglass in Adelaide. Ten of our national partner
charities attended this year including Goanna Academy, Gidget
Foundation, Feel the Magic and The Bill Crews Foundation – all
of whom had volunteers signing up on the day.

Nine Cares contributes to the Community pillar in our ESG
program. In the last 12 months Nine has provided more than
$45 million in value for our partner charities, supporting important
causes across mental health, child bereavement, disability and
special needs, childhood cancer, stillbirth, people experiencing
homelessness and domestic violence.

Nine Cares also delivers indirectly within the Company pillar,
ensuring our people have the opportunity and encouragement
from Nine to support our charity partners and to give back to the
community in a number of ways. Each employee receives two
extra days annual leave to volunteer and anyone volunteering
on a weekend day receives a day in lieu. The uptake amongst
our people has been exceptional and the ease with which Nine
helps them to navigate volunteering outside work hours has
been appreciated. We know that to both attract and retain top
talent, it is essential we continue to give employees a range
of opportunities to engage and contribute to the stories and
journeys of Australians in need.

Our charity partners produce impact reports as a requirement
of our relationship, which is reviewed on an ongoing basis by
People and Culture to ensure good governance.

The media value of our support across our charity partners
comprises the following:

FY23 Total
$45.6m

 Total TV CSA
 Total Audio CSA
 Total Publishing CSA
 Broadcast Telethons
 Digital Display
 Editorial (In Program)
 Donations/
Mark Hughes
Beanies

Includes 100% of donations to Australia Unites.

32 Nine Entertainment Co.
32 Nine Entertainment Co.

Top: Ronald McDonald House in Perth welcomed to Volunteers
Morning Tea.
Bottom: Livinia Nixon and Seeing Eye Dogs Australia in Melbourne.

Gotcha4Life – Virtual One Pass SOO

Two Good Work Work Program

The Gotcha4Life Foundation and the National Rugby League
(NRL) teamed up over the 2023 Ampol State of Origin Series
with the new ‘One Pass At A Time’ campaign to raise much-
needed awareness and funds to fuel mental fitness workshops
in grassroots Rugby League clubs around the country.

With one in two Australians needing mental health support in the
last three months, building mental fitness has never been more
important. One Pass At A Time seeks to inspire the community
to take action and build mental fitness together. Fans can play
their part by purchasing a Virtual One Pass for $20, $40 or $80 at
onepass.gotcha4life.org. Every dollar raised will help fund much
needed preventative mental fitness programs and resources in
grassroots clubs – changing, and potentially saving, lives.

Two Good is a social enterprise focused on the creation of high-
quality food and products, to support, empower and employ
women with lived experience of homelessness, domestic
violence and complex trauma. The Two Good program is
designed to rebuild self-worth and independence, in order to
break the cycle of disadvantage.

Last year, eight women from Nine, from across the business,
participated in the Two Good Work Work program, mentoring and
supporting women as they prepared to re-enter the workforce.
Nine’s volunteers attended workshops on Trauma training,
worked in the Two Good Kitchen, and proudly attended a
graduation held at Nine’s headquarters in Sydney.

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Annual Report 2023 33
Annual Report 2023 33

COMPANY, COMMUNITY & CLIMATE

Telethons (NSW, VIC, SA, WA)

Goanna Academy

This year, Nine continued to support children’s charities through
broadcast Telethons in Sydney, Melbourne, Adelaide and Perth.

The Grand Final My Room Telethon helped raise more than
$3.3 million for My Room Children’s Cancer Charity with Clint
Stanaway and Lauren Phillips joining the AFL Sunday Footy Show
team to share the stories of brave young cancer warriors and
their families fighting childhood cancer. Nine supported with over
$6 million worth of coverage across television, print and audio.

Strengthening our commitment to First Nations priorities and
our love of Sport, Nine has joined forces with Goanna Academy.
Goanna Academy is the first accredited and Indigenous-owned
mental health education provider across Australia, with a purpose
to help end the stigma surrounding mental health and improve
wellbeing for all Australians.

Nine has been working with Goanna Academy to bring to
light the health clinics that take place all over the country.
These clinics use sport to educate communities on the services
in and around their local areas that can help. NBN ran a story
covering the clinic at Woodburn Public School along with an
integrated story within the Sunday Footy Show covering the clinic
being held at Casino High School which resulted in donations
being made to fund upcoming camps.

In Sydney Richard Wilkins, David Campbell and Brooke Boney
joined forces for the Channel 9 Light Up Xmas Appeal to
raise money for the Sydney Children’s Hospital Foundation for
research, state-of-the-art equipment and care across New South
Wales. More than $4.5 million was raised with Nine providing
$3.6 million in support.

Staff in action volunteering

Bear Cottage

34 Nine Entertainment Co.
34 Nine Entertainment Co.

Bill Crews

Nine Volunteers and Bill Crews.

Future Women
Future Women launched in 2018 under the stewardship
of ex-Nine executive Helen McCabe. It was developed to
help women enter, progress and thrive in paid employment.
Future Women attracts a diverse community of professional
women, allies and employers. Individual and corporate
membership unlock access to a digital community of resources,
ideas, discussion, debate and support. Future Women
membership benefits include: small group mentoring, events,
interactive career-advancing webinars, regular live online events,
exclusive access to articles, videos, resources and podcasts,
invitations to private networking groups; and career tips and
tricks from experts delivered fully virtually. Future Women also
hosts four flagship events: the Future Women Leadership Summit,
an International Women’s Day First Nations dinner, the May post-
budget gala dinner and a July NAIDOC breakfast. In partnership
with Commonwealth Bank, Future Women’s There’s No Place
Like Home won Mumbrella’s podcast of the year.

Public and private organisations also engage Future Women to
train men and women through the Platinum+ Emerging Leaders
program and Change Makers: Navigating a Gender Equal
Workforce. In 2020, Future Women secured Federal Government
funds to pilot the Future Women Jobs Academy. This successfully
combines online training with connections to study and
employment. In 2022 the pilot was extended to focus solely on
assisting women 40+. In 2023, the NSW Labor Party announced
it would support a State-based extension of the program which is
expected to be launched in 2024. Future Women reaches over
1.5 million women a month and employs 27 people full-time.

Climate – Environmental Measurement
and Reporting
In January 2023, Nine appointed internationally recognised
environmental specialists South Pole, to support us in GHG
accounting and goal setting across the Group. Relative to similar
media corporations globally, we anticipate our Scope 1+2 not
to exceed 5% of our GHG emissions; the remainder being
our supply chain relationships in Scope 3. On completion this
calendar year, Nine will be able to consider whether it is able
to set science-based targets, report to stakeholders, and adopt
a Net Zero roadmap.

Nine has joined Sustainable Screens Australia as a foundation
member to support the establishment of albert in Australia.
Founded in 2011 in the UK, albert is a BAFTA-owned industry
backed organisation that supports the film and television industry
to reduce the environmental impact of its productions.

Nine provides senior Sustainability representation across
the industry (IAB, AANA, CRA, SSA) and regularly reviews
industry initiatives. Our mastheads continue to drive agenda
setting sustainability conversations. This year’s Australian
Financial Review ESG Summit was a sell-out and our Sydney
Morning Herald Sustainability Summit continues to educate
and inform the industry. We strongly believe this is a time for
collaboration not competition, as we work together to build better
environmental outcomes.

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Annual Report 2023 35
Annual Report 2023 35

BOARD OF DIRECTORS

Peter Costello
Independent Non-Executive
Director

Mike Sneesby
Chief Executive Officer
and Director

Andrew Lancaster
Non-Executive Director

Andrew Lancaster is CEO of the WIN
Corporation and Birketu Pty Ltd, Nine
Entertainment Co’s largest individual
shareholder.

After more than 29 years working in the
media sector, Andrew has extensive
experience in both metropolitan and
regional television and radio. He has a
broad knowledge of strategic, structural,
operational, financial and resource
management as well as a proven history
of driving strong revenue growth across
all areas of these businesses.

He is currently a Director of Free TV
Australia, Broadcast Transmission Services,
Illawarra Community Foundation and NRL
team St George Illawarra Dragons.

Andrew holds a Master of Commerce
Human Resource Management and a
Bachelor of Economics and Management,
both from the University of Wollongong.

Peter Costello was appointed to
the Board in February 2013 as an
independent, Non-Executive Director
and in March 2016 became Chairman of
the Board. He is also a member of the
Audit & Risk Management Committee.

Mr Costello is currently Chairman of
the Board of Guardians of Australia’s
Future Fund and serves on a number
of domestic and international advisory
boards. He commenced his career as a
solicitor, and then a barrister. Mr Costello
was a member of the Australian House
of Representatives from 1990 to 2009
and Treasurer of the Commonwealth of
Australia from March 1996 to December
2007. From 2009, Mr Costello has
worked as a corporate advisor in the
field of mergers, acquisitions and
foreign investment.

He has a Bachelor of Arts and a Bachelor
of Laws LLB (Hons) and a Doctorate
of Laws (Honoris Causa) from Monash
University. In 2011, Mr Costello was
appointed a Companion of the Order
of Australia.

Mr Sneesby was appointed Chief
Executive, and Director of both Nine, and
Domain, Nine’s 60%-owned associate, in
April 2021. Prior to this, Mike was the CEO
of Nine’s Subscription Video On Demand
business, Stan, heading the Group from
its inception in 2013 through to profitability
and a 2 million-plus subscriber base.

Mike has a depth of Media and Telco
experience, gained both in Australia
and overseas, having led a range of
start-up and digital businesses across
these industries. Mike’s previous media
experience has been instrumental in
the growth of Nine’s digital revenues, as
the Company focuses on extending the
distribution of its premium content across
key digital platforms.

Mike is also committed to enhancing
Nine’s culture and employee
engagement, recognising the importance
of both in the success of a business.
To this end, he has overseen Nine’s
recent work on Purpose and Values –
a unifying statement that provides the
framework for a high performance culture
at Nine.

Mike spent his earlier career in leadership
and consulting positions gaining broad
experience in digital media, technology
and telecommunications in Australia,
Asia and the USA. He holds a Degree in
Electrical Engineering from the University
of Wollongong and a Masters of Business
Administration from the Macquarie
Graduate School of Management.
In May 2022, Mike was appointed as
an external member of the University of
Wollongong Council.

36 Nine Entertainment Co.
36 Nine Entertainment Co.

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Sam Lewis
Independent
Non-Executive Director

Samantha Lewis joined the
Board in March 2017 as an
independent, Non-Executive
Director and is Chair of the
Audit & Risk Management
Committee and a member of
the People & Remuneration
Committee.

Ms Lewis is a chartered
accountant, with extensive
experience in accounting,
finance, auditing, risk
management, corporate
governance, capital markets
and due diligence. Ms Lewis
has been a Non-Executive
Director since 2014, and in
addition to Nine Entertainment,
serves on the Boards of ASX-
listed Orora Ltd and Aurizon
Holdings Ltd. She is also
a Non-Executive Director
of Australia Pacific Airports
Corporation Limited (APAC).

Prior to becoming a Non-
Executive Director, Ms Lewis
spent 20 years at Deloitte
Touche Tohmatsu including
14 years as a Partner. In that
role, she led the audit of a
number of major Australian
listed companies, in the retail/
fast moving consumer goods
(FMCG) and industrial sectors.
During her time at Deloitte,
Ms Lewis also provided
accounting advice and
transactional advisory services,
including due diligence, IPOs
and debt/equity raisings.

Mandy Pattinson
Independent
Non-Executive Director

Mandy Pattinson joined the
Board in August 2023 as an
independent, Non-Executive
Director.

Mandy is currently an
executive consultant, drawing
on her more than 25 years
experience in the media and
entertainment industries both
locally and internationally.
Prior to this, Mandy spent
more than 10 years at the
global media giant, Discovery
Communications. In her role as
Executive Vice President and
General Manager – Australia,
New Zealand & Pacific
Islands, Mandy led a team
focusing on building audience
engagement and driving the
rapid growth of Discovery’s
brand portfolio across
subscription TV channels and
on-demand services locally in
Australia and New Zealand.
Mandy previously held senior
positions in the Consumer &
Multimedia division of Optus
across legal, regulatory,
television and new media
content. Mandy was also a
Board member of ASTRA,
the Australian Subscription
Television and Radio
Association.

Mandy is a graduate of the
Australian Institute of Company
Directors, and has a Master
of Laws Degree from the
University of NSW (Honours).

Mickie Rosen
Independent
Non-Executive Director

Catherine West
Independent
Non-Executive Director

Mickie Rosen served on the
Fairfax Board from March 2017,
before moving on to the Nine
Board when Nine and Fairfax
merged in December 2018.
Ms Rosen has three decades of
strategy, operating and advisory
experience at the intersection
of media, technology, and
e-commerce. She has built and
led businesses for iconic global
brands such as Yahoo, Fox and
Disney, as well as early-stage
companies such as Hulu and
Fandango.

Ms Rosen currently serves on
boards in Australia and in the
United States, including the
Bank of Queensland, FaZe
Clan and Fabletics, and she
advises early to growth stage
companies. Prior, she served
on the board of Pandora
Media, and was the President
of Tribune Interactive and
concurrently the President of the
Los Angeles Times. Ms Rosen
also served as a Senior Advisor
to the Boston Consulting Group.

Earlier in her career, Ms Rosen
served as Senior Vice President
of Global Media & Commerce
for Yahoo, where she led
Yahoo’s media and e-commerce
division worldwide. She was
also a partner with Fuse Capital,
a consumer Internet focused
venture capital firm and was an
executive with Fox Interactive
Media, Fandango and The Walt
Disney Company.

The foundation of Ms Rosen’s
career was built with McKinsey
& Company, and she holds
an MBA from Harvard
Business School.

Catherine West was appointed
to the Board in May 2016 as an
independent, Non-Executive
Director and is the Chair of
the People & Remuneration
Committee and a member of
the Audit & Risk Management
Committee.

Ms West has more than
25 years of business and legal
affairs experience in the media
industry, both in Australia
and the UK. Her most recent
executive role was Director of
Legal – Content Commercial
and Joint Ventures for Sky
Plc in the UK. In this role, she
was responsible for all of
Sky’s content relationships,
distribution, commercial
activities and joint ventures.

Ms West has been a Non-
Executive Director since 2016
and in addition to Nine, serves
on the Boards of ASX-listed
Monash IVF Group and Peter
Warren Automotive. She is also
a Director and Vice-President
of the Sydney Breast Cancer
Foundation, a Director of NIDA
and the NIDA Foundation
Trust, and a Governor of
Wenona School. She is a
consultant to media companies
internationally and to the
healthcare sector.

Ms West is a Graduate Member
of the Australian Institute of
Company Directors and holds
a Bachelor of Laws (Hons) and
Bachelor of Economics degree
from the University of Sydney.

Annual Report 2023 37
Annual Report 2023 37

CORPORATE GOVERNANCE

This Corporate Governance Statement provides an outline of the corporate governance framework for Nine Entertainment Co.
Holdings Limited (Nine or the Company) for the year to 30 June 2023 (Reporting Period), demonstrating the extent to which Nine has
complied with the ASX’s Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th edition).

This statement was approved by the Board.

1. Board and Management

1.1 Role of the Board
The role and responsibilities of Nine’s Board, as set out in the Board Charter1, include:

i. defining Nine’s purpose and strategic objectives;

ii. approving Nine’s budgets and business plans;

iii. approving Nine’s Annual Report including the Financial Statements, Directors’ Report, Remuneration Report and this Corporate

Governance Statement;

iv. approving major borrowing and debt arrangements, the acquisition, establishment, disposal or cessation of any significant

business of the Company, any significant capital expenditure and the issue of any shares, options, equity instruments or other
securities in Nine;

v. assessing performance against strategies to monitor both the performance of the Chief Executive Officer and other executives as

determined from time to time by the People & Remuneration Committee;

vi. ensuring that Nine acts legally and responsibly on all matters and that the highest ethical standards are maintained. This includes

approving Nine’s environmental, social and governance (ESG) policy and strategy;

vii. maintaining a constructive and ongoing relationship with the Australian Securities Exchange and other regulators, and overseeing

implementation of policies regarding disclosure and communications with the market and Nine’s shareholders; and

viii. monitoring and approving changes to internal governance including delegated authorities, and monitoring resources available to

senior management.

Further, with the guidance of the Board’s People & Remuneration Committee, the Board is responsible for:

i. ensuring Nine’s remuneration framework and policies are aligned with its purpose, values, strategic objectives and risk appetite;

ii. evaluating and approving the remuneration packages of the Chief Executive Officer and other members of senior management;

iii. monitoring compliance with the Non-Executive Director remuneration pool and recommending any changes to the pool;

iv. administering short- and long-term incentive plans and engaging external remuneration consultants, as appropriate; and

v. appointing, evaluating or removing the Chief Executive Officer, and approving appointments or removal of all other members of

senior management.

With the guidance of the Audit & Risk Management Committee, the Board is ultimately responsible for:

i. preparing and presenting Nine’s financial statements and reports;

ii. overseeing Nine’s financial reporting, including reviewing the integrity and suitability of Nine’s accounting policies and principles

and how they are applied, and ensuring they are used in accordance with the statutory financial reporting framework;

iii. assessing information from external auditors to ensure the quality of financial reports;

iv. overseeing the adequacy of Nine’s financial controls and systems;

reviewing, monitoring and approving Nine’s risk management framework, policies, procedures and systems for managing financial
and non-financial risks;

vi. overseeing Nine’s ESG initiatives; and

vii. managing internal and external audit arrangements and auditor independence.

1. Copies of the Board Charter, Committee Charters and governance policies referred to in this Corporate Governance Statement are all available on Nine’s website

www.nineforbrands.com.au/corporate-governance-2/

38 Nine Entertainment Co.

1.2 Delegation to Management
The responsibility for the operation and administration of Nine and its wholly owned subsidiaries (the Group) is delegated, by the
Board, to the Chief Executive Officer and senior management within levels of authority specified by the Board from time to time. The
Board ensures that this team is appropriately qualified and experienced to discharge its responsibilities and has in place procedures
to assess the performance of the senior management team. During the year, the delegation of authority across the Group was
reviewed and updated.

The Chief Executive Officer’s role includes:

responsibility for the effective leadership of the management team;

ii.

the development of strategic objectives for the business; and

iii. the day-to-day management of Nine’s operations.

The Chief Executive Officer may delegate aspects of his authority and power but remains accountable to the Board for Nine’s
performance and is required to report regularly to the Board on the conduct and performance of Nine’s business units.

1.3 Board composition
The Board consisted of a majority of independent Directors during the Reporting Period.

At all times during the Reporting Period, the Chairman was an independent Director and not the same person as the Chief Executive
Officer.

During the Reporting Period, the Board and its committees consisted of the following individuals:

Name

Tenure

Independent Committee membership

Peter Costello

From 6 February 2013

Michael Sneesby

From 1 April 2021

Nicholas Falloon

From 7 December 2018
to 9 November 2022

Andrew Lancaster

From 1 April 2021

Samantha Lewis

From 20 March 2017

Mickie Rosen

From 7 December 2018

Catherine West

From 9 May 2016

Yes

Member of the Audit & Risk Management Committee

None

Member of the People & Remuneration Committee till 9 November 2022

Member of the People & Remuneration Committee (from 9 November 2022)

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Chair of the Audit & Risk Management Committee
Member of the People & Remuneration Committee

None

Member of the Audit & Risk Management Committee
Chair of the People & Remuneration Committee

Mr Falloon resigned as a director during the financial year. Since the end of the financial year, the Board has appointed Mandy
Pattinson as an additional independent non-executive director.

Details of Directors’ skills, experience and expertise and their attendances at Board and Committee meetings are contained in the
Annual Report. The Board has considered whether the Chairman remains independent, given he has been a director for over 10 years,
and has confirmed that he is still properly considered an independent director, as he brings independent judgement to matters before
the Board.

1.4 Company Secretary
The Board appoints and removes the Company Secretary. All Directors have direct access to the Company Secretary who supports
the effectiveness of the Board by monitoring that Board policy and procedures are followed, and co-ordinates the completion and
despatch of Board agendas and papers. The Company Secretary is accountable to the Board through the Chair, on all corporate
governance matters.

Annual Report 2023 39
Annual Report 2023 39
Annual Report 2023 39

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CORPORATE GOVERNANCE

2. Board appointment and reviews

2.1 Board appointment and induction
The processes to address succession of Directors and ensuring that the Board is comprised of an appropriate mix of skills, knowledge,
diversity, independence and experience are managed by the Board, rather than by a separate Nominations Committee. Those
processes are described in this section and section 2.3.

The process for nomination of new Directors is managed by the Board, under the leadership of the Chairman.

Where a casual vacancy is to be filled, the Board typically considers the skills and expertise which it would be beneficial to add to
the Board, then identifies suitable candidates (using an external search adviser if necessary). A review process is carried out by the
Chairman, before a candidate is proposed to the whole Board for approval.

When Directors are proposed to shareholders for election or re-election, detailed information about the Director, their professional
background and areas of expertise are provided to shareholders, so that the shareholders have all material information relevant to a
decision whether or not to elect or re-elect that Director.

All Directors are issued with a letter of appointment that sets out the key terms of their appointment and the Company’s expectations
regarding involvement with Nine. Nine provides briefings to new Directors on its business and strategy and the Directors’ roles and
responsibilities and access to previous board papers, as part of the induction. Directors may meet with the Company’s auditors to
receive a detailed briefing on Nine’s financial reporting and audit issues.

All Directors are expected and encouraged to engage in professional development activities to develop and maintain the skills and
knowledge needed to perform their roles as Directors. In addition, ongoing engagement with senior management across the business
provides the Directors with development of their knowledge of industry issues.

Directors may obtain independent professional advice at Nine’s expense on matters arising in the course of their Board and committee
duties, after obtaining the Chairman’s approval. The other Directors must be advised if the Chairman’s approval is withheld.

2.2 Remuneration
The Remuneration Report sets out Nine’s policies and practices regarding the remuneration of non-executive Directors, executive
Directors and other senior management of the group. It also provides details of the remuneration paid to Directors and certain other
senior management of Nine in the Reporting Period.

Nine has a written employment agreement with each senior executive, setting out the terms on which she or he is engaged by the
Company, including the components of fixed and variable or at risk remuneration payable to the senior executive.

40 Nine Entertainment Co.
40 Nine Entertainment Co.

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2.3 Board skills matrix
The Board has adopted a skills matrix which is used, together with a consideration of the diversity present among the Board, in
assessing the composition of the Board from time to time. During the Reporting Period, the Board reviewed the skills matrix and
confirmed it remains appropriate. The skills identified are:

Media Industry

Working in or with the media industry in a significant capacity

Content

Working in or with businesses that acquire, create or exploit content

Digital/New Media

Working in or with digital/online businesses and emerging forms of media and technology

Direct to consumer

Working in or with businesses that are consumer facing

General business expertise Gained in a substantial business, as a senior executive or director

Strategy

Developing and implementing the strategic direction of an organisation

Managing Risk

Developing, implementing and overseeing risk management policies and procedures for a substantial organisation

Managing People & Change Expertise in human resource management, particularly through periods of change in a business or industry

Political/regulatory

Managing and influencing the political and regulatory environment

Mergers & Acquisitions

Expertise in undertaking corporate mergers or acquisitions activities

Financial Markets

Expertise in debt and capital markets

ASX Governance

Knowledge of the corporate governance and regulatory framework that applies to an ASX listed company

Legal

Experience practising as a lawyer in a relevant field or exposure to legal issues relevant to Nine’s business

Tax/Financial

Expertise in overseeing or managing the tax and financial affairs of a substantial Australian business

The Board considers that the current members, taken as a whole, satisfy the mix of skills identified in the skills matrix, as a majority of
Directors have a high level of expertise across each of the skills identified in the skills matrix. The Board also demonstrates diversity in
terms of gender and international work experience.

The chart below shows the degree to which Board members, considered as a group, demonstrate a high level of the skills which form
part of Nine’s skills matrix (with a score of 100% indicating that all Directors have the skill to a high degree).

SKILLS MATRIX

100.0%

90.0%

80.0%

70.0%

60.0%

50.0%

40.0%

30.0%

20.0%

10.0%

0.0%

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Annual Report 2023 41
Annual Report 2023 41
Annual Report 2023 41

CORPORATE GOVERNANCE

2.4 Review processes
The Board carries out a review of the performance of the Board and Directors and each committee reviews its performance. The
Chairman discussed performance of the Board with each Director in respect of the Reporting Period. Each Committee Chair also
reviewed the performance of that Committee.

Nine has an employee performance review process which operates throughout the Company. In addition, the People & Remuneration
Committee reviews performance of the Chief Executive Officer and other senior management, in the context of determining incentives
and remuneration. This took place in respect of the Reporting Period.

3. Committees

3.1 People & Remuneration Committee
The People & Remuneration Committee Charter sets out the terms of reference for the People & Remuneration Committee. The
Committee’s key responsibilities and functions are to assist the Board in discharging its responsibilities in connection with:

i. Remuneration framework and policies (including approving remuneration arrangements for the Chief Executive Officer, Directors

and senior management);

ii. Short- and long-term incentive plans;

iii. Succession and development plans for the Chief Executive Officer and senior management;

iv. Setting objectives for achieving diversity and monitoring progress in meeting those objectives;

v. Work health and safety; and

vi. Employee engagement and Nine’s Code of Conduct.

At all times during the Reporting Period, the People & Remuneration Committee comprised a majority of independent Directors and
was chaired by an independent Director.

At all times during the year, the Committee was comprised of three members.

3.2 Audit & Risk Management Committee
The Audit & Risk Management Committee Charter sets out the terms of reference for the Audit & Risk Management Committee. The
Committee’s key responsibilities and functions are to assist the Board in discharging its responsibilities:

to prepare and present Nine’s financial statements and reports;

ii.

in relation to Nine’s financial reporting, including reviewing the integrity and suitability of accounting policies and principles,
assessing significant estimates and judgements in financial reports and assessing information from internal and external auditors to
ensure the quality of financial reports;

iii.

in relation to the entry into, approval, or disclosure, of related party transactions (if any);

iv.

in overseeing the adequacy of Nine’s financial controls and systems;

to review, monitor and approve Nine’s risk management framework, policies, procedures and systems for financial and non-
financial risks;

vi. to manage audit arrangements and auditor independence; and

vii. overseeing Nine’s ESG initiatives.

At all times during the Reporting Period, the Audit & Risk Management Committee comprised a majority of independent Directors and
was chaired by an independent Director. It had at least three members throughout the Reporting Period.

42 Nine Entertainment Co.
42 Nine Entertainment Co.

4. Reporting and Risk

4.1 Risk management
Nine recognises that risk is an accepted part of doing business, enabling the creation of long-term shareholder value. Nine is
committed to the identification, monitoring and management of key risks, to protect and enhance shareholder interests.

Responsibility for risk management is shared across the organisation:

i. The Board is responsible for approving Nine’s Risk Management Policy and for determining Nine’s approach to risk, taking into

account Nine’s strategic objectives and other factors including stakeholder expectations.

ii. The Board has delegated to the Audit & Risk Management Committee responsibility for:

identifying major risk areas;

b. periodically reviewing, monitoring and approving Nine’s risk management framework, policies, procedures and systems to

provide assurance that major business risks are identified, consistently assessed and appropriately addressed;

c. ensuring that risk considerations are incorporated into strategic and business planning;

d. providing risk management updates to the Board and any supplementary information required to provide the Board with
confidence that key risks are being appropriately managed and making recommendations on changes to Nine’s risk
management framework;

e. reviewing reports from management concerning compliance with key laws, regulations, licences and standards which Nine is

required to satisfy in order to operate;

f. overseeing the effectiveness of Nine’s financial controls and systems;

g. overseeing tax compliance and tax risk management;

reviewing any significant findings of any examinations by regulatory agencies;

reviewing any material incident involving a fraud or a breakdown of Nine’s risk controls; and

j. evaluating the structure and adequacy of the Group’s insurance coverage.

iii. Nine management is responsible for establishing operational processes and policies to support Nine’s risk management framework,

including identifying major risk areas and effectively identifying, monitoring, reporting on and managing key business risks.

iv. Each employee and contractor is expected to understand and manage the risks within their responsibility and boundaries of

authority, as set out in Nine’s internal policies, when making decisions and undertaking day-to-day activities.

Nine has processes in place to identify and assess key risks, whether at an enterprise level or a project level, and to manage those
risks. Nine’s Risk and Assurance function, with oversight from the Audit & Risk Management Committee, implements a continuous
process of communication with internal stakeholders to understand and influence the risk environment affecting Nine. It also conducts
annual examinations of Nine’s external and internal environments, to establish the parameters within which risks must be managed.
Key business risks are discussed below and are further outlined in the Operating and Financial Review section of the Annual Report.

Nine’s internal processes for risk management include establishing operating plans and budgets, periodic reforecasting and
monitoring of progress against the approved plans and budgets. There are controls in place in relation to matters such as approval
of payments and approval of contracts, which are designed to ensure that levels of delegated authority are adhered to. Staff and
business units have both financial and non-financial KPIs, which are monitored.

Nine has a thorough system for managing workplace safety, including regular reviews of policies and standard operating procedures,
training for staff, consultation with staff through WHS committees at each site and regular site inspections to identify any changes in risks.

During the Reporting Period, Nine, including through the Audit & Risk Management Committee, continued to review its risk
management framework, including re-assessing the major risk areas for the business. Through these activities, the Audit & Risk
Management Committee has reviewed Nine’s risk management framework and satisfied itself that it continues to be sound and that
Nine is operating with due regard to an appropriate risk appetite.

4.2 Internal Audit
Responsibility for internal audit is part of the broader Risk and Assurance function, managed by the Director of Risk, who reports on
internal audit activities at each meeting of the Audit & Risk Management Committee.

The internal audit function’s goal is to bring a systematic, disciplined approach to evaluating and improving the effectiveness of risk
management, control and governance over business processes, through independent, objective assurance.

The internal audit plan is agreed with the Audit & Risk Management Committee annually, however is able to be adapted as the need
arises following consultation with the Committee. During the year, Nine conducted a number of reviews in the internal audit plan, using
an external service provider to provide specialist skills and capacity.

Annual Report 2023 43
Annual Report 2023 43
Annual Report 2023 43

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CORPORATE GOVERNANCE

4.3 Reporting by CEO and CFO
The Chief Executive Officer and Chief Financial Officer are each responsible for reporting to the Audit & Risk Management Committee
any proposed changes to the risk management framework. Any exposures or breaches of key policies or incidence of risks, where
significant, must be reported to the Audit & Risk Management Committee and the Board.

The Chief Executive Officer and Chief Financial Officer are required to provide to the Board declarations in accordance with
section 295A of the Corporations Act which confirm:

ii.

that the financial records of Nine have been properly maintained and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of Nine’s financial position and performance;

their view that the Company’s financial reporting is founded on the basis of a sound system of risk management and internal
compliance and control which implements the financial policies adopted by the Board; and

iii. that the Company’s risk management and internal compliance and control system is operating effectively in all material respects.

These declarations were provided before the half year accounts to 31 December 2022 and the full year accounts to 30 June 2023
were approved by the Board.

4.4 Verification of the integrity of unaudited corporate reports
Nine periodically releases reports which have not been audited or reviewed by the auditors, such as the Directors’ Report and
operating review which accompanies the financial statements, this Corporate Governance Statement and other elements of the
Annual Report.

Nine has a process to ensure that those reports are complete and accurate before they are released, which includes:

• Preparation of drafts by experienced staff of Nine, who consult with relevant colleagues to ensure information is collected from

necessary departments within Nine and consult with advisers as required;

• Review of the drafts by relevant stakeholders who will have knowledge of the matters covered in the report, which may include

the General Counsel, Head of Investor Relations, Chief Financial & Strategy Officer, Deputy Chief Financial Officer, Group Financial
Controller and Director of Risk; and

• Where necessary or appropriate, approval by the Board or by the Company’s Disclosure Committee (which consists of the Chief

Executive Officer, General Counsel & Company Secretary and Chief Financial & Strategy Officer).

4.5 Material exposure to risks
Nine has exposure to specific risks that could impact on its ability to create value for its shareholders, including (in no particular order):

• Ransomware and other destructive cyber activity;

• Managing the transition to digital and new markets;

• Changes in industry structure and the competitive environment;

• Breach of data/privacy laws;

• Execution of Nine’s digital strategy, including delivery of platform development;

•

Impact of regulatory changes;

• Mental health and wellbeing of staff;

• Attraction and retention of talent; and

• Operational disruption due to technology failures.

Further discussion regarding the key risks affecting Nine’s business and the way in which Nine manages those risks is outlined in the
Operating and Financial Review in Nine’s Annual Report.

44 Nine Entertainment Co.
44 Nine Entertainment Co.

Nine has adopted an Environmental, Social and Governance Policy. Nine’s initial priorities in this regard are in the areas of:

• Facilitating independent journalism

• Consumer data security and privacy

• Community engagement and contribution

• Carbon footprint accounting

• Diversity and inclusion

• ESG disclosure and transparency

Nine does not have material exposure to environmental risks, given the nature of Nine’s business. However, Nine understands that
its impact on the environment is an important matter requiring increased attention and reporting. Nine has previously committed to
expanding the tracking and reporting of its carbon footprint, to support the identification of opportunities for Nine to do more to reduce
its environmental impact and its carbon emissions. To support this, in January 2023, Nine appointed environmental specialists South
Pole, to support Nine in GHG accounting and goal setting. Consistent with similar media corporations globally, Nine anticipates its
Scope 1+2 emissions will be less than 5% of total GHG emissions, the remainder being from supply chain relationships in Scope 3. On
completion of that exercise in the 2023 calendar year, Nine will be able to consider whether it is able to set science-based targets,
report to stakeholders, and adopt a Net Zero roadmap.

Nine has joined Sustainable Screens Australia as a foundation member, to support the establishment of the albert initiative in Australia.
Founded in 2011 in the UK, albert is a BAFTA-owned, industry backed organisation that supports the film and television industry to
reduce the environmental impact of its productions.

Nine provides senior Sustainability representation across the industry (via IAB, AANA and Sustainable Screens Australia) and regularly
reviews industry initiatives. Nine’s mastheads drive agenda-setting sustainability conversations, including the Australian Financial
Review ESG Summit and the Sydney Morning Herald Sustainability Summit.

Nine understands that, as a media company, it has a role to play in supporting the community and upholding high standards in relation
to its content. Nine undertakes a number of activities, including those described below, to engender trust and confidence in Nine. This
is necessary for its continued social licence to operate and to mitigate social risks relating to Nine’s operations.

Nine’s activities as a broadcaster and publisher are managed in compliance with the Broadcasting Services Act 1992 (Cth), Commercial
Television Code of Practice, Commercial Radio Code of Practice, the Press Council’s Statement of General Principles and other
regulatory obligations which affect the material which Nine can broadcast and publish, and the manner in which Nine conducts
operations. These set minimum standards for Nine’s content and provide its stakeholders with assurance about Nine as a trusted
source of news and entertainment.

There are a number of legislative reform projects being pursued which could impact on the way in which Nine carries out its business
activities, including its journalism. Nine contributes to these projects by making submissions, both directly and through industry bodies,
to ensure that the role of broadcasters, publishers and content creators is properly taken account of, when policies which impact on
their roles, such as the proposed reforms of the Privacy Act, are considered.

Nine has prepared its Modern Slavery Statement for the Reporting Period. In doing so, Nine has reviewed elements of its supply chain
to investigate whether Nine and its key suppliers are engaging in modern slavery practices. Nine’s Modern Slavery Statement provides
further details of its focus in this area.

As part of its commitment to enhancing Diversity and Inclusion, during the last year Nine introduced Diversity, Equity and Inclusion
communities, built on Gender Equity, LGBTQIA+, Culture, Disability and First Nations. Each of these communities has an Executive
Sponsor and co-chairs drawn from across Nine. They provide support for people with lived experience, encouraging them to come
together as a group to raise awareness and champion change within its organisation.

Nine takes its role as a community participant seriously, and undertakes a number of initiatives to support the communities we operate
in, including:

• providing free airtime and advertising space to community service organisations and charities for community service

announcements;

• actively supporting fundraising for a number of charities including the Sydney Children’s Hospital Gold Telethon and the Mark

Hughes Foundation Beanies for Brain Cancer fundraising drive; and

• providing opportunities for staff to volunteer (through paid volunteer leave) both with the charities supported by Nine Cares,

including Adopt Change, St Vincent de Paul, and Two Good Co, and charities of the individual’s choosing.

Annual Report 2023 45
Annual Report 2023 45
Annual Report 2023 45

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CORPORATE GOVERNANCE

5. Diversity

5.1 Diversity Policy
Nine has adopted a Diversity & Inclusion Policy, to recognise the value of creating a workplace that is inclusive and respectful of
diversity. Nine acknowledges the positive outcomes that can be achieved from a diverse workforce, and recognises the contribution of
diverse skills and talent from its Directors and employees. In the context of the policy, diversity includes gender, age, ethnicity, cultural
background, religion, sexual orientation, disability and mental impairment.

The Diversity Policy requires the Board to set and monitor on an annual basis Nine’s performance against measurable objectives in
relation to gender diversity, and other aspects of diversity.

5.2 Female representation
As at 30 June 2023, the proportion of men and women employed by Nine was as follows:

Board of Directors

Senior Executives

Total Nine workforce

Women

50%

36%

45%

Men

50%

64%

55%

For this purpose, “Senior Executives” are the Chief Executive Officer and the Chief Executive Officer’s direct reports.

5.3 Objectives for FY23
Nine’s performance against the objectives for achieving gender diversity which were adopted for the Reporting Period is as follows:

Objective

Performance

At least 30% of board positions to be
held by women and at least 30% of
such positions to be held by men

At least 40% of senior executive
positions (CEO and direct reports) to
be held by women

This was satisfied. At 30 June 2023, three out of six (50%) board members are men and three out of
six (50%) are women.

This was not satisfied. Following some changes in the CEO’s direct reports, five out of 14 (36%) of
these positions are held by women. However, women make up 47% (nine out of 19) of the Group
Leadership Team. Further, there are a number of women identified as potential successors for senior
executive roles within Nine.

At least 40% of management
positions to be held by women

This was satisfied. Representation of women in management has remained stable at 45%,
demonstrating the impact of Nine’s work in providing development and opportunities for women
at Nine.

Gender balance in leadership and
talent development

This was satisfied. 54% of promotions in the Reporting Period were awarded to women. Nine
continued to provide opportunities for development for a number of women through participation in
the Future Women Platinum+ program and an increased number of participants at the annual Future
Women conference. 44% of identified internal talent are women.

Monitor and review initiatives that
drive equity across the business
such as pay equity review and
flexible working

In FY23, Nine introduced Diversity, Equity and Inclusion communities, built on Gender Equity,
LGBTQIA+, Culture, Disability and First Nations. The Gender Community has undertaken internal
research and is building an action plan to continue to grow equity, with support from Executive
Sponsors and the dedicated Diversity, Equity and Inclusion lead.

Nine has continued to provide flexible working opportunities to all employees, including remote work,
shift work and part time employment.

The gender pay equity review was expanded and no meaningful gaps were identified on a like-for-
like comparison.

Vacation care continues to be offered across Nine, particularly in Sydney.

46 Nine Entertainment Co.
46 Nine Entertainment Co.

5.4 Objectives for FY24
The Board has adopted the following measurable objectives for FY24 for achieving gender diversity:

• At least 30% of board positions to be held by women and at least 30% of such positions to be held by men;

• At least 40% of senior executive positions to be held by women (for this purpose, senior executives are the Chief Executive Officer,

direct reports to the Chief Executive Officer, and other senior leaders in group leadership roles);

• At least 40% of management positions to be held by women;

• Achieve gender balance in leadership and talent development; and

• Monitor and review initiatives that drive equity and inclusion, including, but not limited to gender equity, across the business such as

pay equity review, Diversity, Equity and Inclusion communities and flexible working.

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6. Corporate Governance Policies

6.1 Values
During the Reporting Period, Nine completed development of a statement of its purpose.

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At Nine, we shape culture by sparking conversations, challenging perspectives, informing and entertaining our
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Australia Belongs Here.

In conjunction with that purpose, Nine also developed and unveiled three values (www.nineforbrands.com.au/about/careers-at-nine/):

• Walk The Talk

• Turn Over Every Stone

• Keep It Human

Nine’s purpose is why we do what we do and is designed to guide decisions with a shared perspective, across all of Nine. The values
are “how we do it”. The values have been rolled out across Nine’s business, as each part of the business considers what those values
mean for how they work and the behaviours expected of all employees to demonstrate the values.

6.2 Code of Conduct
Nine has a Code of Conduct which applies to all Directors and employees of Nine and its subsidiaries. The Code of Conduct:

• sets the ethical standards required in relation to conduct of Nine’s business;

• provides clear guidance on Nine’s values and expectations of staff, in relation to matters such as protecting confidential information,

receipt of gifts, compliance with laws, protecting Company assets and outside interests of employees;

• prohibits giving or taking any bribes or improper payments in connection with doing business with Nine; and

• offers guidance to shareholders and other stakeholders on its values, standards and expectations and what it means to work for or

with Nine.

Any material breaches of the Code of Conduct would be reported to the People & Remuneration Committee or, if any such breaches
involved fraud or other financial misconduct, would be reported to the Audit & Risk Management Committee. Nine is not aware of any
material breaches of the Code of Conduct during the Reporting Period.

6.3 Securities Trading Policy
Nine’s Securities Trading Policy has been developed to educate the Board and employees of the Group about their obligations
under the Corporations Act in relation to trading in securities. The policy sets black out periods in which shares cannot be traded by
Directors and employees to whom the policy applies. It requires those individuals to obtain consent before any trading outside a black
out period is undertaken.

The Securities Trading Policy prohibits employees from entering derivative or other transactions which limit economic risk in respect of
any Nine securities which are unvested or subject to a holding lock.

Nine is not aware of any breaches of the Securities Trading Policy during the Reporting Period.

Annual Report 2023 47
Annual Report 2023 47
Annual Report 2023 47

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CORPORATE GOVERNANCE

6.4 Disclosure Policy
Nine has a Disclosure Policy which sets out the processes which are followed to ensure compliance with the ASX Listing Rules in
relation to continuous disclosure. Nine has a Disclosure Committee which is tasked with determining whether announcements on
potentially price sensitive matters are required, the content of announcements and ensuring that announcements are made within the
time frame required by the ASX Listing Rules.

Nine’s Disclosure Policy requires that any briefing and presentation materials containing previously undisclosed information will be
disclosed to the market through the ASX and Nine’s corporate website.

Nine is not aware of any breaches of the Disclosure Policy during the Reporting Period.

Directors are on an email distribution list which ensures they receive copies of all material market announcements promptly after they
are released to the ASX.

Nine ensures that any new and substantive investor or analyst presentation, such as the Annual General Meeting presentation and
results presentations, is provided to the ASX Markets Announcement Platform before the presentation is provided to any third parties.

6.5 Shareholder Communications and participation
Nine has a Shareholder Communications Policy which promotes effective two way communications with shareholders and other
stakeholders and encourages effective participation at Nine’s general meetings. Nine’s website (www.nineforbrands.com.au) provides
ready access for shareholders to key corporate governance documents, ASX releases, financial reports and other information of
relevance to shareholders. The website is updated as soon as possible after documents are released to the ASX under Nine’s
continuous disclosure obligations. The policy was complied with during the Reporting Period.

Nine and its share registry, Link Market Services, encourage shareholders to receive communications from Nine and its share registry
electronically. The websites of Nine and the registry both provide contact points for shareholders to communicate with Nine and the
registry electronically.

Nine provides a webcast/teleconference facility for its results announcements, so that all shareholders can attend the presentation
of the results, and its Annual General Meeting. In 2022, Nine held its AGM as a hybrid meeting, in preference to an in person only
meeting, to facilitate shareholder participation, and will do this again in 2023. In addition, Nine’s constitution allows direct voting, giving
shareholders a greater ability to participate directly in voting at the Annual General Meeting, if they are unable to attend the meeting.

Shareholders are invited to submit questions ahead of the Annual General Meeting, so that any issues raised by shareholders in
advance can be responded to. There is also an opportunity for shareholders to ask questions or comment on matters relevant to Nine
at the Annual General Meeting. The Company’s auditor is always present at Annual General Meetings to answer questions about the
conduct of the audit and the audit report.

For some years, Nine has put all resolutions at its Annual General Meeting to shareholders by a poll, rather than by a show of hands.
This is to support the principle of “one share, one vote” which is captured by the ASX Listing Rules, and ensures that the outcome of
resolutions reflects the will of the shareholders.

6.6 Whistleblower Policy
Nine has a Whistleblower Policy which applies to all Directors and employees of Nine and its subsidiaries and has appointed a third
party service provider to provide a confidential, anonymous means for notifications to be provided under the Whistleblower Policy.
Any material incidents reported under that policy will be reported to the People & Remuneration Committee or, if the incident relates to
fraud or other financial misconduct, to the Audit & Risk Management Committee.

A copy of the policy is available on Nine’s website.

48 Nine Entertainment Co.
48 Nine Entertainment Co.

F I N A N C I A L R E P O R T
2 0 2 3

CONTENTS

Directors’ Report

Auditor’s Independence Declaration

Remuneration Report (Audited)

Operating and Financial Review

Consolidated Financial Statements

Notes to the Consolidated Financial Statements

Directors’ Declaration

Independent Auditor’s Report

149

150

DIRECTORS’ REPORT

The Directors present the financial report for the year ended 30 June 2023. The financial report includes the results of Nine
Entertainment Co. Holdings Limited (the “Company”) and the entities that it controlled during the period (the “Group”).

Directors
The Directors of the Company at any time during the year or up to the date of this report were as follows:

Name

Title

Date Appointed

Date Resigned

Peter Costello

Independent Non-Executive Chairman

6 February 2013

Nick Falloon

Independent Non-Executive Deputy Chairman

7 December 2018

9 November 2022

Mike Sneesby

Chief Executive Officer

Andrew Lancaster

Non-Executive Director

Samantha Lewis

Independent Non-Executive Director

Mandy Pattinson

Independent Non-Executive Director

1 April 2021

20 March 2017

1 August 2023

Mickie Rosen

Independent Non-Executive Director

7 December 2018

Catherine West

Independent Non-Executive Director

9 May 2016

Peter Costello (Independent Non-Executive Chairman)
Mr Costello was appointed to the Board in February 2013 as an independent, Non-Executive Director and in March 2016 became
Chairman of the Board. He is also a member of the Audit & Risk Management Committee. Mr Costello is currently Chairman of the
Board of Guardians of Australia’s Future Fund and serves on a number of domestic and international advisory boards. He commenced
his career as a solicitor and then a barrister. Mr Costello was a member of the Australian House of Representatives from 1990 to 2009
and was Treasurer of the Commonwealth of Australia from March 1996 to December 2007. From 2009, Mr Costello has worked as a
corporate adviser in the fields of mergers, acquisitions and foreign investment.

He has a Bachelor of Arts and a Bachelor of Laws (Hons) and a Doctorate of Laws (Honoris Causa) from Monash University. In 2011,
Mr Costello was appointed a Companion of the Order of Australia.

Mike Sneesby (Chief Executive Officer)
Mr Sneesby was appointed Chief Executive Officer, and Director of Nine with effect from 1 April 2021. Prior to this, Mike was the CEO
of Nine’s subscription streaming business, Stan, heading the group from its inception in 2013 through to profitability and a 2 million
plus subscriber base. He is also a Director of Domain Holdings Australia Ltd (since 21 April 2021).

Mr Sneesby has a depth of Media and Telco experience, gained both in Australia and overseas, having led a range of start-up and
digital businesses across these industries. His previous media experience has been instrumental in the growth of Nine’s digital
revenues, as the Company focuses on extending the distribution of its premium content across key digital platforms.

Mr Sneesby spent his earlier career in leadership and consulting positions gaining broad experience in digital media, technology and
telecommunications in Australia, Asia and the USA. He holds a Bachelor of Engineering (Electrical) from the University of Wollongong
and an MBA from the Macquarie Graduate School of Management. In May 2022, Mr Sneesby was appointed as an external member
of the University of Wollongong Council.

Andrew Lancaster (Non-Executive Director)
Mr Lancaster joined the Board on 1 April 2021 as a Non-Executive Director. Mr Lancaster is CEO of the WIN Corporation and Birketu
Pty Ltd, Nine Entertainment Co’s largest individual shareholder (so is not an independent director). After more than 29 years working
in the media sector, Mr Lancaster has extensive experience in both metropolitan, and regional television and radio. He has a broad
knowledge of strategic, structural, operational, financial and resource management as well as a proven history of driving strong
revenue growth across all areas of these businesses.

Mr Lancaster is currently a Director of Free TV Australia, Broadcast Transmission Services, Illawarra Community Foundation and NRL
team St George Illawarra Dragons.

Mr Lancaster holds a Master of Commerce Human Resource Management and a Bachelor of Economics and Management, both from
the University of Wollongong.

50 Nine Entertainment Co.

Samantha Lewis (Independent Non-Executive Director)
Ms Lewis joined the Board in March 2017 as an independent, Non-Executive Director and is Chair of the Audit & Risk Management
Committee and a member of the People & Remuneration Committee. Ms Lewis is a chartered accountant with extensive experience in
accounting, finance, auditing, risk management, corporate governance, capital markets and due diligence. Ms Lewis has been a Non-
Executive Director since 2014, and in addition to Nine Entertainment, serves on the Boards of ASX-listed Orora Ltd (since March 2014)
and Aurizon Holdings Ltd (since February 2015) and is also a Non-Executive Director of Australia Pacific Airports Corporation Limited.
Prior to becoming a Non-Executive Director, Ms Lewis spent 20 years at Deloitte including 14 years as a Partner. In that role, she led the
audit of a number of major Australian listed companies, in the retail/FMCG and industrial sectors. During her time at Deloitte, Ms Lewis
also provided accounting advice and transactional advisory services, including due diligence, IPOs and debt/equity raising. Ms Lewis
holds a Bachelor of Arts, Economics from the University of Liverpool.

Mandy Pattinson (Independent Non-Executive Director)
Ms Pattinson joined the Board in August 2023 as an independent, Non-Executive Director.

Ms Pattinson is currently an executive consultant, drawing on her more than 25 years experience in the media and entertainment
industries both locally and internationally. Prior to this, she spent more than 10 years at the global media giant, Discovery
Communications. In her role as Executive Vice President and General Manager – Australia, New Zealand & Pacific Islands, Ms Pattinson
led a team focusing on building audience engagement and driving the rapid growth of Discovery’s brand portfolio across subscription
TV channels and on-demand services locally in Australia and New Zealand. She previously held senior positions in the Consumer
& Multimedia division of Optus across legal, regulatory, television and new media content. She was also a Board member of the
Australian Subscription Television and Radio Association.

Ms Pattinson is a graduate of the Australian Institute of Company Directors, and has a Master of Laws Degree from the University of
NSW (Honours).

Mickie Rosen (Independent Non-Executive Director)
Ms Rosen served on the Fairfax Board from March 2017, before moving on to the Nine Board when Nine and Fairfax merged in
December 2018. Ms Rosen has three decades of strategy, operating, and advisory experience at the intersection of media, technology
and e-commerce. She has built and led businesses for iconic global brands such as Yahoo, Fox, and Disney, and early stage start-ups
such as Hulu and Fandango.

Ms Rosen currently serves on boards in Australia and the United States including Bank of Queensland (since March 2021), FaZe
Clan and Fabletics, and she advises early to growth stage companies. Prior, she served on the board of Pandora Media, and was
the President of Tribune Interactive, and concurrently the President of the Los Angeles Times. Ms Rosen has also served as a Senior
Advisor to the Boston Consulting Group.

Earlier in her career, Ms Rosen served as Senior Vice President of Global Media & Commerce for Yahoo, where she led Yahoo’s media
division worldwide. She was also a partner with Fuse Capital, a consumer Internet focused venture capital firm, and was an executive
with Fox Interactive Media, Fandango, and The Walt Disney Company.

The foundation of Ms Rosen’s career was built with McKinsey & Company, and she holds an MBA from Harvard Business School.

Catherine West (Independent Non-Executive Director)
Ms West was appointed to the Board in May 2016 as an Independent, Non-Executive Director and is the Chair of the People &
Remuneration Committee and a member of the Audit & Risk Management Committee. Ms West has more than 25 years of business
and legal affairs experience in the media industry, both in Australia and the UK. Her most recent executive role was Director of Legal —
Content Commercial and Joint Ventures for Sky Plc in the UK. In this role, Ms West was responsible for all of Sky’s content relationships,
distribution, commercial activities and joint ventures. Ms West has been a Non-Executive Director since 2016 and in addition to Nine
serves on the Boards of ASX listed Monash IVF group (since September 2020) and Peter Warren Automotive (since April 2021).
She was a director of the Endeavour Group (from June 2021 to April 2022). Ms West is also a Director and Vice President of the
Sydney Breast Cancer Foundation, a director of NIDA and the NIDA Foundation Trust and a Governor of Wenona School. She is a
consultant to media companies internationally and to the healthcare sector.

Ms West is a Graduate Member of the Australian Institute of Company Directors and holds both a Bachelor of Laws (Hons) and
Bachelor of Economics degree from the University of Sydney.

Annual Report 2023 51

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DIRECTORS’ REPORT

Nick Falloon
Mr Falloon was appointed to the Board in 7 December 2018 as an independent, Non-Executive Director and retired on 9 November
2022. Prior to the merger of Nine and Fairfax, Mr Falloon was Chairman of the Fairfax Board before taking up the role of Deputy
Chairman of Nine in December 2018. He is also Chairman of Domain Holdings Australia (since November 2017). Mr Falloon has had
30 years experience in the media industry, 19 years working for the Packer-owned media interests from 1982 until 2001.

Mr Falloon served as CEO of Publishing and Broadcasting Limited (PBL) from 1998 to 2001 and before that as Chief Executive Officer
of PBL Enterprises and Group Financial Director of PBL. PBL provided a strong background in the television, pay TV, magazine, radio
and digital industries. From 2002, Mr Falloon spent nine years as Executive Chairman and CEO of Ten Network Holdings. He holds a
Bachelor of Management Studies (BMS) from Waikato University in New Zealand.

Operating and Financial Review

Remuneration Report
The Remuneration Report is set out on the pages that follow and forms part of this Directors’ Report.

Directors’ Interests
The relevant interests of each Director in the equity of the Company and related bodies corporate as at the date of this report are
disclosed in the Remuneration Report.

Directors’ Meetings
The number of meetings of Directors (including meetings of committees of Directors) held during the year, and the number of meetings
attended by each Director, were as follows:

Board

Meetings
attended

Audit and Risk Management
Committee

People and Remuneration
Committee

Meetings held

Meetings
attended

Meetings held2

Meetings
attended

Meetings held

Peter Costello

Nick Falloon1

Mike Sneesby

Andrew Lancaster

Samantha Lewis

Mickie Rosen

Catherine West

–

1. Meetings held and attended before resignation from the Board on 9 November 2022.

2. Represents meetings eligible to attend as member of the Committee.

Company Secretary

Rachel Launders (General Counsel and Company Secretary)

Ms Launders was appointed joint Company Secretary on 4 February 2015 and became sole Company Secretary on 29 February 2016.
Ms Launders holds the role of General Counsel and Company Secretary at the Group. Prior to joining the Group in January 2015,
Ms Launders was a Partner at Gilbert + Tobin for over 13 years where she specialised in mergers and acquisitions, corporate
governance and compliance.

Ms Launders holds a Bachelor of Arts and Bachelor of Laws (Hons) from the University of Sydney. She also completed the Graduate
Diploma of Applied Finance and Investment at the Financial Services Institute of Australasia and is a Fellow of the Financial Services
Institute of Australasia and a graduate of the Australian Institute of Company Directors.

52 Nine Entertainment Co.

Principal Activities
The principal activities of the entities within the Group during the year were:

• Broadcasting and program production across Free to Air television, Broadcast video on demand and metropolitan radio networks in

Australia;

• Publishing across digital platforms and newspapers;

• Real estate media and technology services; and

• Subscription Video On Demand.

There have been no significant changes in the nature of activities during the financial year.

Dividends
Nine Entertainment Co. Holdings Limited paid an interim dividend of 6.0 cents per share, fully franked, in respect of the year ended
30 June 2023 amounting to $100,182,690 on 20 April 2023. Since the year end, the Company has proposed a dividend in respect of
the year ended 30 June 2023 of 5.0 cents per share, fully franked, amounting to $81,385,339.

The Company paid a dividend of 7.0 cents per share, fully franked, in respect of the year ended 30 June 2022 amounting to
$119,377,528 during the current year.

Corporate Information
Nine Entertainment Co. Holdings Limited is a company limited by shares that is incorporated and domiciled in Australia. It is the parent
entity of the Group.

The registered office of Nine Entertainment Co. Holdings Limited is: Level 9, 1 Denison Street, North Sydney NSW 2060.

Review of Operations
For the year to 30 June 2023, the Group reported a consolidated net profit after income tax of $194,543,000 (2022: $315,288,000).

The Group’s revenues for the year to 30 June 2023 increased by $13,008,000 (0%) to $2,704,413,000 (2022: $2,691,406,000).

The Group’s earnings before interest, tax, depreciation and amortisation (EBITDA) and before specific items (Note 2.4) for the year
ended 30 June 2023 was a profit of $591,158,000 (2022: $700,733,000).

The Group’s cash flows generated in operations for the year to 30 June 2023 were $351,776,000 (2022: $487,228,000).
Further information is provided in the Operating and Financial Review on pages 76 to 81.

Significant Changes in the State of Affairs
On 25 August 2022, the Group announced an on-market buyback of up to 10 percent of the Group’s current issued share capital.
This commenced in September 2022 and was ongoing as at 30 June 2023. At 30 June 2023, 77,686,472 shares, equating to 4.6%
of total issued share capital, have been purchased for a total cost of $154.0 million.

Significant Events after the Balance Sheet Date
There has not arisen in the interval between the end of the financial period and the date of this report any item, transaction or event
of a material and unusual nature, to affect significantly the operations of the consolidated entity, the results of those operations, or the
state of affairs of the consolidated entity, in future years.

Likely Developments and Expected Results
Other than the developments described in this report, the Directors are of the opinion that no other matters or circumstances will
significantly affect the operations and expected results of the Group.

Unissued Shares and Options
As at the date of this report, there were no unissued ordinary shares or options. There have not been any share options issued during
the year or subsequent to the year end.

Annual Report 2023 53

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DIRECTORS’ REPORT

Indemnification and Insurance of Directors and Officers
During or since the financial year, Nine Entertainment Co. Holdings Limited has paid premiums in respect of a contract insuring
all the Directors and officers of the parent entity and its controlled entities against costs incurred by them in defending any legal
proceedings arising out of their conduct while acting in their capacity as Director or officer of Nine Entertainment Co. Holdings Limited
or its controlled entities. The insurance contract specifically prohibits disclosure of the nature of the insurance cover, the limit of the
aggregate liability and the premiums paid.

Auditor’s Independence Declaration
The Directors have received the Auditor’s Independence Declaration, a copy of which is included on page 55.

Indemnification of Auditors
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as part of the terms of its audit
engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made
to indemnify Ernst & Young during or since the financial year.

Non-Audit Services
Details of amounts paid or payable to the auditor for non-audit services provided by the auditor during the year are set out in Note 7.3
of the financial statements. The Directors are satisfied that the provision of non-audit services is compatible with the general standard
of independence for auditors imposed by the Corporations Act 2001. The nature and scope of each type of non-audit service provided
means that auditor independence was not compromised.

Rounding
The amounts contained in the financial statements have been rounded off to the nearest thousand dollars (where rounding is
applicable) under the option available to the Group under ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument
2016/191. Nine Entertainment Co. Holdings Limited is an entity to which the Instrument applies.

Signed on behalf of the Directors in accordance with a resolution of the Directors.

PETER COSTELLO, AC
Chairman

Sydney, 24 August 2023

MIKE SNEESBY
Chief Executive Officer and Director

54 Nine Entertainment Co.

AUDITOR’S INDEPENDENCE DECLARATION

Ernst & Young
200 George Street
Sydney NSW 2000 Aust ralia
GPO Box 2646 Sydney NSW 2001

Tel: +61 2 9248 5555
Fax: +61 2 9248 5959
ey.com/au

Audit or’s independence declarat ion t o t he direct ors of Nine Ent er t ainment
Co. Holdings Limit ed

As lead auditor for the audit of the financial report of Nine Entertainment Co. Holdings Limited for the
financial year ended 30 June 2023, I declare to the best of my knowledge and belief, there have been:

a. No contraventions of the auditor independence requirements of the Corporations Act 2001 in

relation to the audit;

b. No contraventions of any applicable code of professional conduct in relation to the audit; and

c. No non-audit services provided that contravene any applicable code of professional conduct in

relation to the audit.

This declaration is in respect of Nine Entertainment Co. Holdings Limited and the entities it controlled
during the financial year.

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Ernst & Young

Christopher George
Partner
24 August 2023

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Annual Report 2023 55

Nine Entertainment Co. Holdings Limited
ABN 60 122 203 892

REMUNERATION REPORT
(AUDITED)

CONTENTS

1. Key Management Personnel

2. Executive Summary

2.1 Summary of remuneration outcomes for current Executive KMP

3. Executive Remuneration

3.1 Remuneration Principles

3.2 Approach to Setting Remuneration

3.3 Remuneration Mix (at target)

3.4 Fixed Remuneration

3.5 Short Term Incentive (STI) Plan

3.6 Long Term Incentive (LTI) Plan

4. Linking Pay to Performance

4.1 Link Between Remuneration and Company Performance

4.2 Short Term Incentives (STI) Outcomes

4.3 Long Term Incentives (LTI) Outcomes

5. Executive Agreements

6. Remuneration Governance

6.1 The Board

6.2 The People and Remuneration Committee (PRC)

6.3 Management

6.4 Use of Remuneration Consultants

6.5 Associated Policies

7. Detailed disclosure of executive remuneration

7.1 Non-statutory remuneration disclosures

7.2 Statutory remuneration disclosures

7.3 Performance Rights and Share Interests of Key Management Personnel

8. Non-Executive Director (NED) Remuneration Arrangements and detailed

disclosures of NED remuneration

8.1 Remuneration Policy

8.2 Structure

8.3 Directors Fees Paid By Domain Holdings Australia Limited

8.4 NED Remuneration for years ended 30 June 2023 and 2022

9. Loans to Key Management Personnel and their related parties

10. Other transactions and balances with Key Management personnel

and their related parties

56 Nine Entertainment Co.

LETTER FROM COMMITTEE CHAIR

On behalf of the Board, I am pleased to present the Company’s Remuneration Report for the financial year ended 30 June 2023 (FY23).

Following a record year in FY22, financial year 2023 was challenged by the economic and operating environment. Nine still delivered
a strong result for FY23 and on a pre-specific item basis, Nine delivered Group EBITDA of $591 million and a Net Profit After Tax of
$262 million (pre specific items), the second highest Group result recorded. We continued to execute on our strategy of investment
in high quality content which resulted in growth in audiences and revenue share, and our ongoing digital transformation with strong
results in 9Now and Stan. Our digital earnings now account for 58% of Group EBITDA.

Nine’s remuneration structure awards short and long term incentives to Nine’s Executive Key Management Personnel (Executive KMP)
based on metrics which are aligned with the creation of shareholder value.

FY23 Short-Term Incentives outcomes
The Short Term Incentive plan for FY23 was structured with 50% allocated to achievement of the Group EBITDA target and 50%
allocated to individual objectives which were made up of financial and non-financial objectives aligned to our strategy.

In challenging environment and market conditions, the Group EBITDA result of $591 million (pre specific items) did not meet the
target set by the Board of $675 million (pre specific items), and therefore no bonus was paid to Executive KMP for this portion of the
STI. The Individual objectives were assessed by the Board and were mainly achieved at target performance, resulting in overall STI
outcomes for Executive KMP being below target opportunity for FY23.

FY21 Long-Term Incentives Plan outcome in FY23
The FY21 Long Term Incentive Plan (LTI) grant was tested at the conclusion of FY23. The required targets for the FY21 LTI grant were
Total Shareholder Return (TSR) and Earnings Per Share Growth (EPSG) weighted to 50% each (40% for the CEO) measured over a
three-year performance period for all LTI participants. The CEO had a further Strategic hurdle based on Nine digital transformation
weighted at 20%.

The EPSG target was achieved which resulted in 100% vesting of this portion of the grant.

The TSR performance was achieved, resulting in vesting of 100% of the rights attributable to that hurdle.

The Strategic hurdle only applies to the CEO and, for the FY21 LTI grant, was based on measures of success related to Nine’s digital
transformation strategy. The Board determined that the Digital transformation objectives had been mostly achieved and vested 95%
of this portion of the grant.

This resulted in the CEO receiving 99% and other Executive KMP receiving 100% of the maximum possible benefits under the FY21 LTI.

The unvested FY21 LTI Rights lapsed.

Changes in remuneration during FY23
During the year, the Board reviewed the Executive remuneration arrangements taking into consideration the performance of the
Executives and appropriate external benchmarking, and increased the fixed remuneration by 3% for both Michael Stephenson and
Maria Phillips effective from 1 July 2022.

There was no change to the CEO remuneration, or the Directors’ fees in FY23.

Annual Report 2023 57

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REMuNERATION REPORT (AuDITED)

Changes in FY24
The People and Remuneration Committee and the Board review the Executive Remuneration Framework and the Executive team
remuneration arrangements on an annual basis.

Following a review of CEO Mike Sneesby and the Executive team remuneration arrangements, the Board increased the fixed
remuneration of Mike Sneesby by 7.1% to $1,500,000, and Michael Stephenson by 4% to $990,000 effective from 1 July 2023.
Mike Sneesby has not had an increase in his fixed remuneration since his appointment as CEO in 2021. The Board took into
consideration appropriate external benchmarking and the performance of executives in making its decision.

Whilst we have made no changes to the structures of the STI plan, we have made one change to the LTI plan for FY24. Given the
nature of the media business, and ongoing economic uncertainties, the Board made the decision to change the Earnings Per Share
(EPS) performance hurdle, which represents 40% of the performance required for vesting, from a compound annual growth rate (CAGR)
approach to a point to point measure. The Board and Management believe this approach removes volatility in years one and two, and
incentivises management to drive medium term growth to FY26. Point to point was previously used in the FY21 LTI Plan (just vested).
Going forward, our intention is to maintain a point to point measure in future LTI plans, rather than applying a CAGR hurdle.

Following the departure of CFO Maria Phillips from Nine on 4 August 2023, the business took the opportunity to restructure the
executive team with Matt Stanton taking up the new role of Chief Financial and Strategy Officer effective from 7 August 2023.
Bringing the finance and strategy teams together will enhance Nine’s capacity in dealings with our commercial partners and driving
efficiency across the business. Maria has been a valued member of the Nine Executive team since she joined Nine three years ago,
including leading Nine’s finance transformation. On behalf of the Board, I wish Maria well in the next chapter of her career.

In closing, FY23 has been a strong year for Nine despite the economic and operating challenges faced. On behalf of the Board I would
like to thank Mike, the Executives and the entire Nine team for continuing to execute the strategic priorities of the business to create
value for shareholders.

I trust you will find this report informative. I encourage you to vote in favour of the report and welcome any questions at the Annual
General Meeting.

Yours faithfully,

Catherine West
Chair of the People and Remuneration Committee

58 Nine Entertainment Co.

1. Key Management Personnel
The Remuneration Report details the remuneration framework and arrangements for Key Management Personnel (KMP), as set
out below for the year ended 30 June 2023. KMP are those persons having authority and responsibility for planning, directing
and controlling the major activities of the Group, directly or indirectly, including any Director (whether Executive or otherwise) of
the Company. The table details movements during the 2023 financial year in Executive KMP and Directors.

Key Management Personnel

Name

Position

Term 2023

Non-Executive directors (NEds)

Peter Costello

Nick Falloon1

Andrew Lancaster

Catherine West

Mickie Rosen

Samantha Lewis

Executive director

Mike Sneesby

Other Executive KMP

Maria Phillips2

Michael Stephenson

1. Mr Falloon retired from the Board on 9 November 2022.

2. Ms Phillips departed the company on 4 August 2023.

Chairman (independent, Non-Executive)

Full year

Deputy Chairman (independent Non-Executive)

Up to 9 November 2022

Director (Non-Executive)

Director (independent Non-Executive)

Chief Executive Officer

Chief Financial Officer

Chief Sales Officer

Full Year

Full year

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Annual Report 2023 59

REMuNERATION REPORT (AuDITED)

2. Executive Summary
The table below outlines each component of the remuneration framework, metrics and the link to Group strategic objectives.

Component

Performance Measure

At risk portion

Link to Strategic Objective

Fixed remuneration
Salary, non-monetary
benefits and statutory
superannuation.

Further detail in
section 3.4.

Performance and
delivery of key
responsibilities as set
out in the position
description.

Not applicable

Annual short term
incentive (STI)
Cash payments and
deferred shares.

Further detail in
section 3.5.

Group Financial
measure:
50% – Group Earnings
Before Interest, Tax,
Depreciation and
Amortisation (EBITDA)
before specific items.

Individual measures:
50% – Individual
objectives related to the
Executive KMP’s role
and responsibilities.

Chief Executive Officer:
Target 100% of fixed
remuneration,
Maximum 125% of fixed
remuneration.

Other Executive KMP:
Target 50% of fixed
remuneration,
Maximum 75% of fixed
remuneration.

Long term incentive
(LTI)
Performance rights
used to align the reward
of executives to the
returns generated for
Nine shareholders.

Further detail in
section 3.6.

40% – Total Shareholder
Return (TSR) – relative
to S&P/ASX 200 Index
companies.

40% – Earnings Per
Share Growth (EPSG).

20% – Strategic
Objectives.

Hurdles measured
over a three-year
performance period.
No retesting.

Chief Executive Officer:
125% of fixed
remuneration.

Other Executive KMP:
50% of fixed
remuneration.

Fixed remuneration is set at competitive
levels to attract and retain high performance
individuals.
Other considerations include:

• Scope of role and responsibility;

• Capability, experience and competency;

and

•

Internal and external benchmarks.

The group financial measure rewards Group
performance.

Individual measures reflect individual’s
performance and contribution to the
achievement of both Group and business unit
short and long term objectives. This year’s
focus was on executing key FY23 initiatives
including continuing the growth in the digital
business revenue and audiences, securing key
commercial content, cost base management,
embedding our Purpose and Values across
the Group, and building on the Executive
team structure and effectiveness including
development and succession plans.

A portion is paid in cash (67%) and a portion
(33%) delivered as Nine shares deferred for up
to two years to ensure continued alignment to
shareholder outcomes.

Creates a strong link with the creation of
shareholder value.

Relative TSR was chosen as it provides an
external market performance measure having
regard to S&P/ASX 200 Index companies
representing Consumer Discretionary,
Consumer Staples, Information Technology and
Communication Services.

EPSG was chosen as it aligns with shareholder
dividends over time.

Strategic and transformation objectives are
chosen to focus on key initiatives to position
Nine for medium to long term growth and
sustainability. For the FY23 grant, performance
was based on measures supporting Nine’s
continued transformation as a digitally focused
organisation, including but not limited to growth
in digital EBITDA, digital revenue growth, and
growth in non-advertising revenue.

Total
Remuneration

The remuneration mix is designed to align Executive remuneration and rewards to the creation of long term shareholder
value. The remuneration of Executive KMP is set on appointment and then reviewed annually. We set both fixed
remuneration and the total remuneration opportunity by considering factors such as experience, competence and
performance in the role, competitive market pressures and internal equity with peers.

60 Nine Entertainment Co.

2.1 Summary of remuneration outcomes for current Executive KMP
The table below is a summary of remuneration outcomes for financial year 2023.

Fixed remuneration

• Following a review of the Executive team’s remuneration arrangements by the Board, Ms Phillips and

Mr Stephenson received a 3% increase in fixed remuneration effective 1 July 2022.

• During FY23 there was no increase to the fixed remuneration of Mr Sneesby.

Short-term incentive (STI)

• The Group financial target for FY23 was set at Group EBITDA of $675 million (before specific items).

• The reported FY23 Group EBITDA (before specific items) was $591 million, resulting in the Group Financial
target not being achieved and therefore no payment for this portion of the STI. This represents 50% of the
STI opportunity.

• The Individual measures were assessed against specific targets and awarded where achieved.

This represents 50% of the STI opportunity.

• FY23 short-term incentive payments to Executive KMP were consequently below target levels at payouts

of between 50% and 52% of target opportunity.

Long-term Incentive (LTI)

• LTI grants were made in line with plan rules for Executive KMP in financial year 2023.

Award vesting

• LTI grants made in financial year 2021 were tested at 30 June 2023 in line with the plan rules.

• TSR requirements were met, resulting in maximum vesting of this portion of the grant (40% of the total grant

for the CEO and 50% for other KMP)

• The EPS growth target was achieved at maximum performance, resulting in maximum vesting of this

portion of the grant (40% of the total grant for the CEO and 50% for other KMP).

• The Strategic hurdle is only applicable to the CEO and for the FY21 LTI grant was based on measures of
success related to Nine’s digital transformation strategy. The Board assessed the overall performance of
this hurdle on an aggregate basis and vested 95% of this portion of the grant (19% of the CEO’s total grant).

• The CEO received 99% and other Executive KMP received 100% of the possible benefits under the FY21

LTI plan.

• The unvested FY21 Rights lapsed.

Non-executive director fees

• The total amount paid by Nine to Non-Executive Directors in financial year 2023 was $983,125. This is well
below the aggregate fee pool of $3 million approved by shareholders at the AGM on 21 October 2013.

3. Executive Remuneration

3.1 Remuneration Principles
The remuneration framework is designed to attract and retain high performing individuals, align executive reward to Nine’s business
objectives and to create shareholder value. The remuneration framework reflects the Company’s remuneration approach and
considers industry and market practices and advice from independent external advisers.

The Company’s Executive reward structure is designed to:

• Align rewards to the creation of shareholder value, implementation of business strategy and delivery of results;

•

Implement targeted goals that encourage high performance and establish a clear link between executive remuneration and
performance, both at Company and individual business unit levels;

• Attract, retain and motivate high calibre executives for key business roles;

• Provide a balance between fixed remuneration and at-risk elements and short and long-term outcomes that encourages

appropriate behaviour to provide reward for short-term delivery and long-term sustainability; and

•

Implement an industry competitive remuneration structure.

Annual Report 2023 61

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REMuNERATION REPORT (AuDITED)

3.2 Approach to Setting Remuneration
Our Executive KMP reward is designed to support and reinforce the Nine strategy, reward delivery against our objectives and align to
returns to shareholders. The Group aims to reward the Chief Executive Officer and other Executive KMP with competitive remuneration
and benefits based on consideration of all the relevant inputs and provides a mix of remuneration (comprising fixed remuneration, short
and long-term incentives) appropriate to their position, responsibilities and performance within the Group and aligned with industry and
market practice.

The key components of the remuneration framework for Executive KMP detailed in this remuneration report include fixed remuneration
and at-risk remuneration:

• Fixed remuneration is made up of base salary, non-monetary benefits and superannuation; and

• At-Risk remuneration is made up of Short Term and Long Term incentives which form the at-risk component of Executive KMP

remuneration.

The Company reviews remuneration on a periodic and case-by-case basis taking into consideration market data, performance of
the Company and individual and market conditions. The policy is to position remuneration for Executive KMP principally within a
competitive range of industry peers in light of the small pool of executive talent with appropriate media and entertainment industry
experience and skills. There is also consideration of other Australian listed companies of a similar size, complexity and prominence.

The tables in section 3.3 summarise the Executive KMP remuneration structure and mix under the Company’s Remuneration
Framework.

3.3 Remuneration Mix (at target)

Chief Executive Officer

Fixed Remuneration

Short-Term Incentive

Long-Term Incentive

30.8%

Cash – 67% Deferred Shares – 33%

38.4%

Total at Risk
69.2%

Other Executive KMP

Fixed Remuneration

Short-Term Incentive

Long-Term Incentive

50%

25%

Cash – 67% Deferred Shares – 33%

25%

Total at Risk
50%

Longer term focus through incentive deferral

The remuneration mix is structured so that a substantial portion of remuneration is delivered through Deferred STI or LTI. The table
below shows that remuneration awards to Executive KMPs are earned over a period of up to three years. This ensures that the
interests of executives are aligned with shareholders and the delivery of the long-term business strategy.

Year 1

Fixed remuneration

STI – cash (67%)

LTI – 3 year performance period

Year 2

Year 3

STI – deferred shares (16.5%)

3.4 Fixed Remuneration
Fixed remuneration represents the amount comprising base salary, non-monetary benefits and superannuation appropriate to the
Executive KMP’s role. Fixed Remuneration is set at a competitive level to attract and retain talent and considers the scope of the role,
knowledge and experience of the individual and the internal and external market.

62 Nine Entertainment Co.

3.5 Short Term Incentive (STI) Plan

Purpose and overview

• The STI plan is the annual incentive plan that is used for the Executive KMPs and other Executives.

The STI plan is designed to align individual performance to the achievement of the business strategy and
increased shareholder value.

• Awards are made annually and are aligned to the attainment of clearly defined Group, business unit and

individual targets.

• The STI plan is subject to annual review by the People and Remuneration Committee (PRC). The structure,

performance measures and weightings may therefore vary from year to year.

STI funding

• The pool to fund STI rewards is determined by the Group’s financial performance before specific items.

Weighting of STI Measures

• The STI is weighted 50% to a Group financial measure and 50% to individual objectives.

STI Opportunity (at target)

CEO

Other Executive KMP

% of fixed remuneration

100%

50%

Group Financial Measures
(50% of the STI)

• Group EBITDA – chosen as it aligns executive performance with the key drivers of shareholder value and

reflects the short-term performance of the business.

• Group financial performance measures for future years will be determined annually.

• Payouts based on financial measures are detailed below (pro-rata between bands).

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<95%

95%

100%

105%

110%

>115%

% Payout
(of Group Financial Component)

CEO

Other Executive
KMP

Subject to Board

consideration

50%

100%

105%

112.5%

125%

50%

100%

110%

125%

150%

Individual Objectives
(50% of the STI)

• Executive KMPs are assigned individual objectives based on their specific area of responsibility. These
objectives are set annually and are directly aligned to the Board approved financial, operational and
strategic objectives and include quantitative measures where appropriate. At least one objective will be
a non-financial measure. Weightings are assigned to each objective to reflect their relative importance to
delivery of the strategy and required focus.

• This year’s focus was on executing key initiatives including continuing the growth in the digital business
revenue and audiences, securing key commercial content, cost base management, embedding our
Purpose and Values across the Group, and to build on the Executive team structure and effectiveness
including development and succession plans.

Payouts based on individual measures are detailed below.

Performance Assessment based on delivery of Individual KPIs

Unsatisfactory

Performance Requires Development

Valued Contribution

Superior Contribution

Exceptional Contribution

% Payout
(of Individual Component)

CEO

Nil

25 – 75%

75 – 100%

Other Executive
KMP

Nil

25 – 75%

75 – 110%

100 – 110%

110 – 130%

110 – 125%

130 – 150%

Annual Report 2023 63

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REMuNERATION REPORT (AuDITED)

deferred STI Payment

• 33% of any STI outcome is deferred into Nine shares (Shares) that vest in two tranches and cannot be

traded until after they have vested.

• Any unvested Shares may be forfeited if the executive ceases to be an employee before a vesting date.

The following allocation of any STI payment between cash and Shares applies for financial year 2023:

Date Payable/of Vesting

Cash

Deferred Shares

Following results
release

1 year
following end
of performance
period

2 years
following end
of performance
period

Percentage

67%

16.5%

• The number of Shares subject to deferral is determined by dividing the deferred STI amount (being 33%
of the STI payable) by the volume weighted average price (VWAP). VWAP is calculated over the period
commencing 5 trading days before and ending 4 trading days after the performance period results release
(i.e. over a total period of 10 trading days).

• The Executive KMP will receive all benefits of holding the Shares in the period before vesting, including

dividends, capital returns and voting rights.

• Shares which have vested can only be traded, within specified trading windows, consistent with Nine’s

Securities Trading Policy or any applicable laws (such as the insider trading provisions).

• The Board has determined that Shares will be acquired on-market to satisfy any awards under this

component of the STI Plan.

Assessment and Board
discretion

• Actual performance against Group financial and individual measures is assessed at the end of the

financial year.

•

In assessing the achievement of Group financial and individual measures the People and Remuneration
Committee (PRC) may recommend that the Board exercise its discretion to adjust outcomes for significant
factors that are considered outside the control of management that contribute positively or negatively to
results. Adjustments are by exception and are not intended to be regular. Any adjustment will require the
judgement of the Board and will balance fair outcomes that reflect management’s delivery of financial
performance, with the outcomes experienced by Nine’s shareholders.

• The Board determines the amount, if any, of the short-term incentive to be paid to each Executive KMP,
seeking recommendations from the PRC and CEO as appropriate, as well as the Chair of the Audit and
Risk Committee.

• For significant outperformance of financial measures and individual objectives, executives may be awarded

an STI payment of up to 125% for the CEO, and 150% for other executives, of the target STI.

• The Board has the discretion to clawback awards made under the Short Term Incentive plan to ensure that
participants do not unfairly benefit, including in the event of fraud, dishonesty or a breach of obligation to
the Company. In addition, the Board may also clawback awards in the case of material risk issues arising or
where any information becomes available after awards are granted, which suggests that the outcome was
not justified.

64 Nine Entertainment Co.

3.6 Long Term Incentive (LTI) Plan
The LTI plan involves the annual granting of conditional Performance Rights to participants.

Overview

Grant date

The Long Term Incentive Plan is an equity incentive plan used to align the Executive KMP remuneration to the
returns generated for Nine shareholders.

The FY23 grant was issued on 1 December 2022 and remains on foot (subject to testing against vesting
conditions at the end of the performance period).

Consideration

Nil

Award

LTI opportunity (at target)

Performance Rights are awarded based on the fixed amount to which the individual is entitled divided by the
VWAP. The VWAP is calculated over the period commencing 5 trading days before and ending 4 trading days
after the results release immediately following the start of the performance period (i.e. over a total period of
10 trading days).

Upon satisfaction of Vesting Conditions, each Performance Right will, at the Company’s election convert to a
Share on a one-for-one basis, or at the Board’s discretion, entitle the Participant to receive cash to the value of a
Share. No amount is payable on conversion.

CEO

Other Executive KMP

% of fixed
remuneration

125%

50%

Performance Period

Vesting dates

For the FY23 grant, the performance period is the three year period from 1 July 2022 to 30 June 2025
(Vesting date).

Subject to the Vesting Conditions and Employment Conditions described below, Performance Rights held by
each Participant will vest on the Vesting Date (with no opportunity to retest).

Vesting Conditions

Performance Rights granted for the FY23 allocation will vest on performance of the following hurdles:

• Total Shareholder Return (TSR) Hurdle:

40% of the FY23 grant is subject to the Company’s TSR performance against S&P/ASX 200 Index companies
representing Consumer Discretionary, Consumer Staples, Information Technology and Communication
Services. TSR was chosen as it provides a relative, external market performance measure.

TSR vesting schedule:

Outcome

Ranked at the 75th percentile or higher (Maximum)

Ranked at the 50th percentile (Threshold)

Ranked below the 50th percentile

Vesting

100%

50%

Vesting is pro-rated if the outcome is between the Threshold and Maximum band.

• Earnings Per Share Growth (ESPG) Hurdle:

40% of the FY23 grant is subject to the achievement of fully diluted Earnings Per Share Growth (EPSG)
targets as set by the Board over the Performance Period. EPSG was chosen as it aligns with shareholder
dividends over time and provides a clear focus on meeting the earnings expectations delivered to the
market.

EPSG vesting schedule:

Outcome

The EPSG hurdle assesses cumulative growth in EPS as the sum of the annual EPS growth
relative to an EPS starting point determined by the Board. This is calculated at the end of
each financial year over the performance period.

Vesting occurs when:

Cumulative annual growth over the period exceeds the Maximum Vesting Target

Cumulative annual growth over the period exceeds the Threshold

Cumulative annual growth over the period of less than the Threshold

Vesting

100%

33%

Annual Report 2023 65

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REMuNERATION REPORT (AuDITED)

Vesting Conditions
continued

Vesting is pro-rated if the outcome is between the Threshold and Maximum band.

EPSG hurdles are determined at the issue of each grant having regard to factors including:

•

Internal forecasting estimates, taking into account the outlook for the industry

• Market expectations, including reference to sell-side equity analyst forecasts

• Recent actual performance

• Market practice and competitor benchmarking

Due to the competitively sensitive nature of these hurdles and the implied outlook for Nine earnings, the Nine
Board has determined to disclose these EPSG targets upon vesting of any performance rights.

• Strategic Hurdle – digital strategy:

20% of the FY23 grant is subject to a strategic hurdle. For the FY23 grant, performance will be assessed on
measures supporting Nine’s continued transformation as a digitally focused organisation, including but not
limited to growth in digital EBITDA, digital revenue growth, and growth in non-advertising revenue.

The number of rights that vest will be based on the Board’s assessment of performance, on an aggregated
level, across a group of quantitative measures.

Due to the competitively sensitive nature of these digital measures, the Nine Board has determined to
disclose their assessment upon vesting of any performance rights.

The Board may vary the Vesting Conditions for each Plan issue.

The PRC undertakes reviews of the targets on LTI grants on-foot to ensure they remain relevant in light of any
Company transactions and external or legislative impacts.

Cessation of employment
(Employment Conditions)

If the Participant is not employed by Nine or any Nine Group member on a particular Vesting Date due to the
Participant:

– having been summarily dismissed;

– resigning (subject to the Board exercising discretion to allow rights to be retained); or

– having terminated his/her employment agreement otherwise than in accordance with the terms of that

agreement,

any unvested Performance Rights held on or after the date of termination will lapse.

If the Participant has ceased to be employed by Nine in any other circumstances (e.g. redundancy, retirement,
ill health), the Participant will retain a time based, pro-rated number of unvested Performance Rights determined
on a tranche by tranche basis (where the time based proportion of each tranche is determined as the length
of time from the start of the performance period to the date on which employment ceases divided by the total
performance period of a particular tranche).

Any unvested Performance Rights that do not lapse in accordance with the above, remain on foot until the
relevant Vesting Date. Any vesting at that time will be determined based on Vesting Conditions for those
Performance Rights being met.

Where vesting occurs during a trading blackout period under the Company’s Securities Trading Policy, any
Shares issued or transferred to the Participant upon vesting of any Performance Rights will be subject to
restrictions on disposal from the date of issue (or transfer) of the Shares until the commencement of the
business day following the end of that blackout period, or such later date that the Board may determine
under the Company’s Securities Trading Policy.

A Participant may not enter into any arrangement for the purpose of hedging, or otherwise affecting their
economic exposure to their Performance Rights.

The Board has the discretion to clawback awards made under the Long Term Incentive plans to ensure that
participants do not unfairly benefit, including in the event of fraud, dishonesty or a breach of obligation to
the Company.

In addition, the Board may also clawback awards in the case of material risk issues arising or where any
information becomes available after awards are granted (whether vested or unvested), which suggests that the
initial grant or result was not justified.

The Board has the discretion to accelerate vesting of some or all of a Participant’s Performance Rights in the
event of certain transactions which may result in a change of control of Nine Entertainment Co. Holdings Ltd.
The discretion will be exercised having regard to all relevant circumstances at the time. Unvested Performance
Rights will remain in place unless the Board determines to exercise that discretion.

To the extent permitted by the ASX Listing Rules, the Board retains the discretion to vary the terms and
conditions of the Performance Rights Plan. This includes varying the number of Performance Rights or the
number of Shares to which a Participant is entitled upon a reorganisation of capital of Nine.

The Board will endeavour to amend the terms of any Performance Rights on issue to equitably deal with
any capital return, share consolidation or share split, such that the value of those rights is not prejudiced.
The Board’s actions in this regard will be at their sole discretion.

disposal restrictions

Clawback provision

Change of control

Amendments

Capital Initiatives

66 Nine Entertainment Co.

4. Linking Pay to Performance

4.1 Link Between Remuneration and Company Performance
A key principle of the Nine remuneration framework is to align Executive remuneration outcomes with the Company performance.
The People & Remuneration Committee makes recommendations to the Board on performance objectives, both financial and non-
financial, for Executive KMP which are intended to be strongly linked between remuneration outcomes and shareholder value.

The Company performance and remuneration outcomes link is demonstrated in the STI plan with 50% linked to the Group’s Financial
target (Group EBITDA for FY23) and the remaining 50% related to Individual Objectives made up of both a financial and non-financial
nature.

In the LTI plan, Company performance and remuneration outcomes are linked with key shareholder value measures of Earnings Per
Share, relative TSR, and a strategic hurdle based on digital transformation required to be achieved for any vesting to occur for all
LTI participants.

The following table provides a summary of the Group financial performance over the last five years and the link to Executive KMP
remuneration outcomes over this period.

Revenue

Group EBITdA

Group EBITDA %

Digital EBITDA % of Group EBITDA

Net Profit after Tax and Minorities
(pre specific items)

30 June 231
$m

30 June 221
$m

30 June 211
$m

30 June 201
Restated2
$m

30 June 193
Pro-Forma
$m

30 June 194
$m

2,694.6

2,688.8

591.2

22%

58%

262.1

700.7

26%

51%

348.5

2,331.5

564.7

24%

44%

261.1

2,155.3

394.8

18%

48%

2,341.7

423.8

18%

27%

142.4

224.8

1,965.1

349.9

18%

–

187.1

Earnings per share – cents

15.7 cents

20.5 cents

15.3 cents

8.3 cents

11.6 cents

13.0 cents

Opening share price

Closing share price

Dividend

30 June 23
Cents/Share

30 June 22
Cents/Share

30 June 21
Cents/Share

30 June 20
Cents/Share

30 June 19
Cents/Share

183

196

291

183

138

291

10.5

188

138

248

188

248

188

Executive KMP STI Payments

30 June 23

30 June 22

30 June 21

30 June 20

30 June 19

Awarded

Forfeited (at target)

51%

49%

124%

–

131%

–

100%

69%

31%

69%

31%

1. Results are presented pre specific items on a continuing operations basis.

2. Details of the restatements in relation to the year ended 30 June 2020 are provided in the financial statements of the FY21 Annual Report.

3. FY19 Pro-forma results aggregate the results for the former Nine and Fairfax businesses for the full 12 months to 30 June 2019, including 100% of Stan. They are presented

pre specific items and purchase price accounting adjustments and on a continuing operations basis. These figures are unaudited.

4. FY19 includes the contribution from the former Fairfax businesses since the merger implementation date of 7 December 2018 and are from continuing operations only.

They are presented pre specific items but inclusive of purchase price accounting adjustments.

Annual Report 2023 67

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4.2 Short Term Incentives (STI) Outcomes
The Short Term Incentive Plan for Executive KMP in FY23 was allocated 50% towards the achievement of the Group EBITDA target
and the remaining 50% for individual measures that reflect the individuals’ performance and contribution to the achievement of both
Group and business unit objectives.

In a challenging operating environment, the FY23 reported Group EBITDA result of $591 million (pre specific items) did not meet
the target set by the Board of $675 million (pre specific items) and therefore no bonus was paid to Executive KMP for this portion
of the STI.

For each Executive KMP, clear targets for the Individual Objectives that were important to the delivery of the company’s strategic goals
were agreed. For FY23, the focus was on executing key initiatives including continuing the growth in the digital business revenue and
audiences, securing key commercial content, cost base management, embedding our Purpose and Values across the Group, and
building on the Executive team structure and effectiveness including development and succession plans. The Individual measures
were assessed by the PRC who made recommendations to the Board and were mainly achieved at target performance. The Board
believes the overall STI outcomes appropriately reflected the performance in FY23.

The proportions of target and maximum STI that were awarded and forfeited by each Executive KMP in relation to the current financial
year and last year are set out below.

Executive KMP

Mike Sneesby

Maria Phillips

Michael Stephenson

FY23

FY22

FY23

FY22

FY23

FY22

Proportion of Target STI (%)

Proportion of Maximum STI (%)

Awarded %

Forfeited %

Awarded %

Forfeited %

51%

120%

50%

125%

52%

138%

49%

50%

48%

41%

96%

33%

83%

35%

92%

59%

67%

17%

65%

4.3 Long Term Incentives (LTI) Outcomes

Plan

Grant Date

Test Date

Performance Hurdles

FY18 LTI

1 December 2017

30 June 2020

FY19 LTI

26 November 2018

30 June 2021

• 50% – Total Shareholder Return

• 50% – Earnings Per Share Growth

• 50% – Total Shareholder Return

• 50% – Earnings Per Share Growth

1 December 2019

30 June 2022

• 40% CEO & 50% other KMP – Total Shareholder Return

• 40% CEO & 50% other KMP – Earnings Per Share Growth

FY20 LTI

1 December 2020

30 June 2022

• 20% – Digital Transformation (former CEO only)

FY21 LTI

1 December 2020

30 June 2023

• 40% CEO & 50% other KMP – Total Shareholder Return

• 40% CEO & 50% other KMP – Earnings Per Share Growth

• 20% – Digital Transformation (former CEO only)

• 40% – Total Shareholder Return

FY22 LTI

1 December 2021

30 June 2024

• 40% – Earnings Per Share Growth

• 20% – Digital Transformation

• 40% – Total Shareholder Return

FY23 LTI

1 December 2022

30 June 2025

• 40% – Earnings Per Share Growth

• 20% – Digital Transformation

Vesting outcome
(%)

37%

25%

50%

100%

95%

N/A

68 Nine Entertainment Co.

The performance period of the FY21 Long Term Incentive Plan (FY21 LTI) commenced on 1 July 2020 and expired on 30 June 2023.
Performance was assessed at the conclusion of the 2023 financial year, and as a result of performance over the three year period,
almost full vesting was achieved.

The Total Shareholder Return (TSR) hurdle was achieved at the 78th percentile which was above the maximum required level of
performance, and therefore resulted in 100% vesting of this portion of the grant.

In setting the Earnings Per Share Growth (EPSG) targets for the FY21 LTI plan, in the midst of impacts relating to the global pandemic
COVID-19, the Board changed the calculation method for EPSG from a cumulative CAGR approach to a point-to-point calculation.
This change was made to acknowledge the potential impacts surrounding COVID-19, such as the volatility and uncertainty surrounding
the impacts and future recovery. The growth targets were set at threshold 6.1% (2% per annum compounding) and maximum 15.8%
(5% per annum compounding) on a point-to-point calculation basis. This is from a pre COVID-19 starting point using the FY19 adjusted
pro forma EPS of 10.5c. This change was communicated to shareholders in the People & Remuneration Committee Chair’s Letter in the
FY20 Remuneration Report. The EPS growth performance over the three-year period was achieved at maximum performance which
resulted in 100% vesting of this portion of the grant.

For the FY21 LTI plan, the Strategic hurdle focused on Digital transformation and was only applicable to the CEO. The Board
assessed the overall performance of this hurdle on an aggregate basis, taking into account the success of key indicators in the digital
transformation strategy, including but not limited to, digital revenue growth measures and subscription revenue growth expectations
that met their targets, Digital EBITDA which grew to 58% of overall Group EBITDA, and strong performances in 9Now, Metro digital
platforms, and Stan. The Board therefore determined that the Digital transformation objectives had mostly been achieved and on an
aggregate basis vested 95% of this portion of the grant.

The unvested FY21 rights lapsed. There is no retesting of the hurdles.

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5. Executive Agreements
Each Executive KMP has a formal employment agreement. Each of these employment agreements, which are of a continuing nature
and have no fixed term, provide for the payment of fixed and performance-based remuneration, superannuation and other benefits
such as statutory leave entitlements.

The key terms of current Executive KMP contracts at 30 June 2023 were as follows:

Mike Sneesby

Maria Phillips

Fixed
Remuneration1

Target
STI

Target
LTI

Notice Period by
Executive

Notice Period by
Company

Restraint

$1,400,000

$1,750,000

12 months

$741,600

$370,800

12 months

Michael Stephenson

$951,720

$475,860

12 months

1. Fixed remuneration comprises of base cash remuneration, superannuation and other non-monetary benefits.

6. Remuneration Governance

6.1 The Board
The Board approves the remuneration arrangements of the Chief Executive Officer (CEO) and other key executives and awards made
under short-term incentive (STI) and long-term incentive (LTI) plans, following recommendations from the PRC. The Board also sets the
remuneration levels of Non-Executive Directors (NEDs), subject to the aggregate pool limit approved by shareholders.

6.2 The People and Remuneration Committee (PRC)
The PRC assists the Board in fulfilling its responsibilities for corporate governance and oversight of Nine’s human resources policies and
practices and workplace health and safety (WHS) management. The PRC’s goal is to ensure that Nine attracts the industry’s best talent,
appropriately aligns their interests with those of key stakeholders, complies with WHS obligations and effectively manages WHS risks.

The PRC makes recommendations to the Board on CEO and Non-Executive Director remuneration. The PRC approves the executive
reward strategy, and incentive plans and provides oversight of management’s implementation of approved arrangements.

Details of the membership, number and attendance at meetings held by the PRC are set out on page 52 of the Directors’ Report.

Further information on the PRC’s role, responsibilities and membership is included in the committee charter which is available
on Nine’s website (www.nineforbrands.com.au).

Annual Report 2023 69

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D

i
r
e
c
t
o
r
y

REMuNERATION REPORT (AuDITED)

6.3 Management
Management prepares recommendations and information for the PRC’s consideration and approval. Management also implements the
approved remuneration arrangements.

6.4 Use of Remuneration Consultants
From time to time, the PRC seeks external independent remuneration advice. Remuneration consultants are engaged by, and report
directly to, the Committee. In selecting a remuneration consultant, the Committee considers potential conflicts of interest and requires
the consultant’s independence from management as part of their terms of engagement.

Where the consultant’s engagement requires a remuneration recommendation, the recommendation is provided to the Chair of the
PRC to ensure management cannot unduly influence the outcome.

There were no remuneration recommendations provided to the Committee by any consultants in the 2023 financial year.

6.5 Associated Policies
The Company has established a number of policies to support reward and governance, including the Code of Conduct, Disclosure
Policy and Securities Trading Policy. These policies have been implemented to promote ethical behaviour and responsible decision
making. These policies are available on Nine’s website (www.nineforbrands.com.au).

7. Detailed disclosure of executive remuneration

7.1 Non-statutory remuneration disclosures
The actual remuneration awarded to current Executive KMPs in the year ended 30 June 2023 (FY23) is set out in the table below.
This information is considered to be relevant as it provides details of the remuneration actually receivable by the Company’s Executive
KMPs in regard to FY23. STI amounts include both the cash and deferred shares elements awarded for the respective financial year.
Only LTIs which were tested and have vested during the year are included. The table differs from the statutory disclosure in Section 7.2
principally because the table in Section 7.2 includes a value for LTI which may or may not vest in future years.

Salary and
fees
$

Cash Bonus
$

Fixed salary
and fees and
cash bonus
$

Other
Remuneration1
$

Deferred
STI2
$

Long-term
incentives3
$

Remuneration
for 2023
$

Executive director

Mike Sneesby

FY23

1,374,708

482,132

1,856,840

46,952

237,468

558,202

2,699,462

FY22

1,376,432

1,120,910

2,497,342

128,414

552,090

–

3,177,846

Other Executive KMP

Maria Phillips

FY23

FY22

716,308

185,400

901,708

44,006

–

451,072

1,396,786

695,924

301,500

997,424

76,758

148,500

–

1,222,682

Michael Stephenson

FY23

926,428

167,065

1,093,493

103,052

82,286

541,287

1,820,118

FY22

900,276

425,618

1,325,894

97,594

209,633

236,249

1,869,370

Total Current
Executive KMP

FY23

3,017,444

834,597

3,852,041

194,010

319,754

1,550,561

5,916,366

FY22

2,972,632

1,848,028

4,820,660

302,766

910,223

236,249

6,269,898

1. Other remuneration relates to superannuation and movement in annual leave and long service leave balances. The values may be negative where the KMP's annual leave

taken in the year exceeds that accrued.

2. Deferred STI relates to STI awarded in relation to the financial year but deferred in Nine shares. This will be settled in two equal tranches over the next two years, assuming

continuity of employment.

3. Rights which vested subsequent to 30 June 2023 but which were measured based on performance up to 30 June 2023. The value attributed to these Rights has been

calculated based on the share price as at 1 August 2023 as an approximation of the cash value on vesting.

70 Nine Entertainment Co.

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.
1

Annual Report 2023 71

REMuNERATION REPORT (AuDITED)

7.3 Performance Rights and Share Interests of Key Management Personnel

2023 Rights over shares held by Executive KMP

The number of Performance Rights granted to Executive KMP as remuneration, the number vested and lapsed during the year and the
number outstanding at the end of the year are shown below.

Performance Rights do not carry any voting or dividend rights and can be exercised once the vesting conditions have been met.

Share Rights
Outstanding at
Start of Year
No.

Share Rights
granted
in year
No.

Fair Value per
Share Right at
award date
$

Vesting
Date

Vested1
No.

Lapsed
during
the year
No.

Share Rights
Outstanding at
End of Year
No.

1.940

1-Jul-23

258,427

2,611

–

2.220

1-Jul-24

Award date

1-Dec-21

826,641

1-Dec-22

1.690

1-Jul-25

1-Dec-20

1-Dec-21

1.940

1-Jul-23

208,830

2.220

1-Jul-24

175,513

1-Dec-22

1-Dec-20

1-Dec-21

1.690

1.940

1-Jul-25

1-Jul-23

250,596

2.220

1-Jul-24

224,780

1-Dec-22

1.690

1-Jul-25

–

628,817

826,641

–

129,356

175,513

–

166,007

224,780

Executive director

Mike Sneesby

261,038

628,817

Other Executive KMP

Maria Phillips

208,830

Michael
Stephenson

129,356

250,596

166,007

1. Rights which vested subsequent to 30 June 2023 but which were measured based on performance up to 30 June 2023.

72 Nine Entertainment Co.

2023 Shareholding of Key Management Personnel

The Board has a policy of encouraging directors to acquire shares to the value of one year’s base fees, to be acquired within five years
of appointment.

Nine Entertainment Co. Holdings Limited shares held by KMP and their related parties are as follows:

As at 1 July
2022
Ord

Granted on
conversion of
Share Rights
Ord

Granted as STI
Ord

Other Net
Changes
Ord

Held directly as at
30 June 2023
Ord

Held nominally as
at 30 June 2023
Ord

Non-Executive directors

Peter Costello

Nick Falloon1

Andrew Lancaster

Catherine West

Mickie Rosen

Samantha Lewis

Executive director

301,786

396,222

20,000

100,000

80,000

60,000

Mike Sneesby

127,772

Other Executive KMP

Maria Phillips

Michael Stephenson

42,482

174,099

–

22,500

–

301,786

51,142

345,080

–

80,000

42,500

100,000

–

40,000

100,000

260,788

70,146

–

114,130

99,023

(185,332)

307,477

81,083

112,628

141,920

–

60,000

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Total

1,302,361

114,130

429,957

(122,832)

693,167

1,030,449

1. Nick Falloon retired from the Board on 9 November 2022. The number of shares provided in the table is as at the start of the financial year and as at the end of his term

as KMP.

R
e
v
e
w

Related Body Corporate – Domain Holdings Australia Limited (Domain) equity holdings of Directors

The following table represent the number of Domain ordinary shares and Domain rights over shares held by Directors of Nine and their
related parties.

Director

Nick Falloon1

Related Body Corporate

Domain Holdings Australia Limited

Relevant Interest
as at 1 July 2022

Relevant Interest
as at 9 November 2022

692,123 ordinary shares
31,105 share rights

723,228 ordinary shares

1. Nick Falloon retired from the Nine Board on 9 November 2022. The number of shares and rights provided in the table is as at the start of the financial year and as at the end
of his term as a KMP of Nine. The share rights Mr Falloon held at the start of the reporting period were exercised on 7 September 2022 and converted to ordinary shares.
Further details can be found in the Domain Annual Report.

Further information on the securities in Domain Holdings Australia Limited is available in its annual report and on other ASX
disclosures.

Annual Report 2023 73

F
n
a
n
c
a

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a
t
e
D

i
r
e
c
t
o
r
y

REMuNERATION REPORT (AuDITED)

8. Non-Executive Director (NED) Remuneration Arrangements and detailed disclosures

of NED remuneration

8.1 Remuneration Policy
The Board seeks to set aggregate Non-Executive remuneration at a level that provides the Company with the ability to attract and
retain Directors of the highest calibre, at a cost that is acceptable to shareholders.

The shareholders of Nine approved an aggregate fee pool of $3 million at the AGM on 21 October 2013. The Board will not seek any
increase to the NED fee pool at the 2023 AGM.

8.2 Structure
The remuneration of NEDs consists of Directors’ fees and Committee fees. The payment of additional fees for serving on a committee
recognises the additional time commitment required by NEDs who serve on committees. The Chairman of the Board does not receive
any additional fees in addition to Board fees for being a member of any committee. All Board fees include any superannuation
entitlements, as applicable. These arrangements are set out in the written engagement letters with each Director.

The NED fees are set out below:

Role

Chairman

Directors

Audit and Risk Committee chair

Audit and Risk Committee member

People and Remuneration Committee chair

People and Remuneration Committee member

Fees

$374,000

$148,500

$33,000

$20,000

$27,500

$15,000

NEDs do not receive retirement benefits, nor do they participate in any incentive programs. No Share Rights or other share-based
payments were issued to NEDs during the 2023 financial year. The statutory table below includes fees for the period, when they held
the position of NEDs.

8.3 Directors Fees Paid By Domain Holdings Australia Limited
In the following statutory table representing fees paid to Nine NEDs for financial years 2022 and 2023, Mr Falloon is a Board member
of Domain Holdings Australia Limited (Domain). Mr Falloon is the Chairman of the Domain Board and a member of the Domain People,
Culture and Sustainability Committee, and the Audit and Risk Committee. In FY23, the Chairman’s fee on the Domain Board was
$310,000 per annum. The Chairman does not receive any additional fees for being a member of Committees at Domain. The fees
paid to Mr Falloon in these years are included as controlled entity transactions. The fees are paid by Domain.

Mr Sneesby, Nine’s CEO, joined the Domain Board on 21 April 2021 as a Non-Executive Director. Mr Sneesby receives no fees for his
services on the Domain Board.

74 Nine Entertainment Co.

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8.4 NED Remuneration for years ended 30 June 2023 and 2022

Nine

Domain (Controlled Entity)

Financial
year
$

Nine Non-
Executive
Director Fees
$

Super-
annuation paid
by Nine
$

Domain Non-
Executive
Director Fees
$

Super-
annuation paid
by Domain
$

Fair Value
of Domain’s
Project Zipline
Share Right
$

Total
$

Non-Executive directors

Peter Costello

Nick Falloon1

Andrew Lancaster2

Catherine West

Mickie Rosen

Samantha Lewis

Total NEd

FY23

FY22

FY23

FY22

FY23

FY22

FY23

FY22

FY23

FY22

FY23

FY22

FY23

FY22

374,000

357,000

–

64,241

3,884

103,359

9,147

–

374,000

357,000

180,631

228,146

22,815

17,769

425,480

156,750

–

177,376

18,624

170,909

143,796

128,864

177,828

171,136

17,091

4,704

12,886

18,672

17,114

–

196,000

188,000

148,500

141,750

196,500

188,250

1,095,631

937,241

45,884

103,359

9,147

984,659

47,091

228,146

22,815

17,769

1,300,480

R
e
v
e
w

1. Mr Falloon retired from the Nine Board on 9 November 2022. Mr Falloon received Director fees from a controlled entity, Domain Holdings Australia Limited (Domain), in
respect of his services as Chairman of Domain. The amount is disclosed separately as it was paid by Domain and only represents fees up to 9 November 2022 when
Mr Falloon ceased to be a Nine KMP. The Project Zipline share rights were exercised on 7 September 2022 and converted to ordinary shares. The fair value amount for
FY23 is zero (FY22: $17,769). Further details of the Domain program can be found in the Domain Annual Report.

2. Mr Lancaster joined the Board on 1 April 2021 and has agreed that he will not be paid any Director’s fees for serving on the Board or any Committees to which he may

be appointed.

9. Loans to Key Management Personnel and their related parties
No loans have been made to KMP or their related parties.

10. Other transactions and balances with Key Management personnel and their related

parties

The following related party arrangement has been entered into by a Nine Group member:

– Sebastian Costello, the son of Peter Costello, is employed on a full time basis as a journalist and presenter on commercial, arm’s

length terms.

Annual Report 2023 75

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OPERATING AND FINANCIAL REVIEW

Review of Operations

Revenue (before specific items)

Group EBITDA (before specific items)1

Depreciation and Amortisation

Group EBIT (before specific items)

Net Finance Costs

Profit after tax (before specific items)

Specific items (after income tax)

Profit after Income Tax

Net Cash Flows generated from operating activities

Net Debt2

Leverage3

1. EBITDA plus share of associates.

2. Bank facilities unsecured, less cash at bank.

3. Net Debt/Group EBITDA (before Specific Items).

2023
$m

2022
$m

2,694.6

2,688.8

591.2

(155.7)

435.5

(41.3)

279.0

(84.5)

194.5

351.8

523.2

0.9X

700.7

(149.1)

551.6

(25.2)

373.5

(58.2)

315.3

487.2

324.4

0.5X

Variance 2023 to 2022

5.8

(109.5)

(6.6)

(116.1)

(16.1)

(94.5)

(26.3)

(120.8)

(135.4)

198.8

(16%)

(21%)

64%

(25%)

45%

(38%)

(28%)

61%

Revenue before Specific items held stable during the year, showing a marginal increase of $5.8 million (0%) to $2,694.6 million. This
result was underpinned by continued audience strength across all key platforms, driven by Nine's premium content, and was achieved
in an increasingly challenging and uncertain macro-economic environment which impacted most of the markets that Nine operates in.

Group EBITDA before Specific Items decreased by $109.5 million (16%) to $591.2 million with the increase in costs, which were primarily
a result of investment in premium content, flowing to EBITDA. Depreciation and Amortisation increased by 4% at $155.7 million and Net
Finance Costs increased from $25.2 million in the prior year to $41.3 million in the current year, as a result of increased debt drawdown
and rising interest rates.

Specific Items of $119.1 million pre-tax (refer to Note 2.4) relate principally to the impairment of assets in the radio cash generating unit
($84.5 million), Impairment of other assets ($19.6 million) and group restructuring costs ($14.7 million).

Operating Cash Flow decreased $135.4 million to $351.8 million year-on-year due to the decrease in the EBITDA. In addition, the
Group commenced an on-market buyback during the year, purchasing 4.6% of total issued share capital for a total of $154.0 million.
The Group made dividend payments of $219.6 million, or 13.0 cents per share, to shareholders during the year. Net Debt at 30 June
2023 was $523.2 million (excluding lease liabilities) which resulted in net leverage of 0.9x, well within bank covenants.

76 Nine Entertainment Co.

Segmental Results

Revenue1, 2

Broadcasting

Digital and Publishing

Stan

Domain Group

Corporate

Total Revenue1

EBITdA2

Broadcasting

Digital and Publishing

Stan

Domain Group

Corporate

Share of Associates

Group EBITdA

1. Before elimination of inter-segment revenue and excluding interest income.

2. Pre specific items (Note 2.4).

A summary of each division’s performance is set out below.

Broadcasting

Revenue

EBITDA

Margin

2023
$m

2022
$m

1,356.0

1,371.9

575.2

427.6

354.5

2.2

593.5

381.2

356.7

4.8

2,715.5

2,708.1

319.5

164.7

37.1

103.3

(33.6)

0.2

591.2

2023
$m

1,356.0

319.5

24%

401.1

179.5

28.5

122.1

(32.3)

1.8

700.7

2022
$m

1,371.9

401.1

29%

Variance 2023 to 2022

(15.9)

(18.3)

46.4

(2.2)

(2.6)

7.4

(81.6)

(14.8)

8.6

(18.8)

(1.3)

(1.6)

(109.5)

(1%)

(3%)

12%

(1%)

(54%)

(20%)

(8%)

30%

(15%)

(89%)

(16%)

Variance 2023 to 2022

(15.9)

(81.6)

(1%)

(20%)

(5 pts)

Nine’s Broadcast division comprises Total Television (Nine Network and 9Now) as well as Nine Radio. Together, Broadcast reported
EBITDA of $320 million on revenues of $1.4 billion for the 12 months. Whilst down on the record FY22 result, Nine Broadcast’s FY23
result was above pre-COVID levels.

Both Nine Network and 9Now comfortably outperformed their respective markets, growing Total Television share to an historically
high level of 41.8% for the year, up 2.8 percentage points on FY22. Total Television revenue of $1.2 billion, was down 2% on FY22, with
growth from 9Now close to offsetting the impact of weaker advertising markets on Nine Network. EBITDA of $307 million was down
20% on FY22.

The Metro Free-To-Air (FTA) advertising market declined by 11%1 for the year, and 15% for the second half, reflecting both the underlying
weaker economy as well as Election-affected comparables. Nine Network markedly outperformed, with second half share growth of
1.4 percentage points to 42.0% resulting in a Metro Free to Air (FTA) revenue share for FY23 of 40.7%, which is a more than 20-year
high. As a result, Nine Network reported a revenue decline of just 4% for the 12 months to $1.1 billion.

1. Source: Think TV, Metro Free To Air revenue and share, 12 months to June 2023.

Annual Report 2023 77

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OPERATING AND FINANCIAL REVIEW

Across the year, Nine Network was the #1 Network and Primary Channel of its targeted 25-54 demographic, attracting a commercial
network share of 39.4%2 and a primary channel share of 40.7%2, the latter a record share for any channel since OzTAM commenced.
Nine Network was also #1 in 16-39s and Grocery Buyers with Children, as well as Total People.

Nine’s revenue from regional markets continues to reflect the strength of our content and affiliation with WIN Corporation. For the
12 months to June, revenue share for Nine’s content across all regional markets (affiliated and wholly-owned) increased by
2.8 percentage points to 38.3%3.

In FY23, 9Now revenue growth outperformed both the traditional BVOD market and the digital video market. During the year, 9Now’s
revenue growth of 16% outperformed the traditional BVOD market of 9Now, 7-Plus and Ten Play, which grew by 6% to $392 million3.
Over the same time period, the digital video market is estimated to have grown by ~7% to $3.4 billion4. Live viewing remains the
primary growth audience driver for 9Now and is the key component of Nine’s Total Television strategy. From a live perspective,
Daily Active Users grew by 18%5 for the year, while live streaming minutes were up by 22%5.

Total Television costs increased by just under 7% as Nine continued to invest in its premium leading schedule, with the significant
growth in Nine’s revenue share reflecting the payback from this investment. The 12% first half cost increase, mainly content driven,
was followed by a 3% increase in the second half. The primary components of the second half increase were the step up in NRL
costs and the first part of the 2023 UK Ashes. Excluding these events, second half Total TV costs would have been flat on H2 FY22.
Other programming investments across the year included The Block Treechange as well as the new content adventure strip
The Summit (the format for which has subsequently been sold offshore) and dating series My Mum, Your Dad.

The Metro radio advertising market slowed as the year progressed, but still finished the year up 0.2%6 on FY22. Nine gained further
share across the year, with linear advertising revenues up 1% for the year. Digital revenues grew by 115%, which included a doubling of
audio streaming revenues, as Nine’s focus on Total Audio gathers momentum. Costs increased by around $7m or 8%, reflecting both
investment in new content, including digital, and higher sales and marketing costs. Nine Radio’s reported EBITDA of $13 million was
down $3 million on FY22.

Digital and Publishing

Revenue

EBITDA

Margin

2023
$m

575.2

164.7

29%

2022
$m

593.5

179.5

30%

Variance 2023 to 2022

(18.3)

(14.8)

(3%)

(8%)

(1 pts)

Nine’s Digital and Publishing division includes the core Metro Media business, as well as nine.com.au, Pedestrian Group and Drive.
Together, Publishing reported revenue of $575 million and a combined EBITDA of $165 million, down 8% on FY22’s record result.
Digital accounts for approximately 60% of Publishing revenue.

After a strong first half, Nine Publishing’s full year result was primarily impacted by the softer advertising market. Total advertising
revenue was down by 16% in the second half, after a broadly flat H1, with digital advertising revenue (down 19% in H2 on the prior
comparative period) reflecting softness in programmatic advertising and a decline in print advertising (down 13% in H2 on the prior
comparative period) which compares against a previous corresponding period that was boosted by advertising associated with the
2022 Federal Election.

Total subscription revenue grew by 3%, despite the challenging consumer environment. Strong readership across The Sydney
Morning Herald, The Age and The Australian Financial Review continued to translate to paying audiences, showing mid-single digit (%)
growth in digital subscriptions over the past 12 months, to more than 460,000 active subscriptions at June year end. Registered users
also grew, to more than 1.3 million. Print subscription and retail sales revenue slipped slightly across the year, which was more than
offset by digital subscription and licensing revenue growth. This strong audience performance enabled digital price increases to be
implemented in May, the first across the base since the introduction of starter digital and premium digital subscriptions.

Publishing costs were slightly lower across the year, with wage increases (EBA-related), higher distribution costs, and incremental
content investment offset by tighter cost controls.

In total, Digital and Publishing EBITDA decreased by 8% to ~$165 million for the year.

2. Source: OzTam, 6pm-midnight 5 capital cities.
3. Source: Think TV, BVOD revenue (9Now, 7Plus, 10Play), 12 months to June 2023.
4. Source: IAB data for 9 months to March 2023, plus estimate of June quarter data.
5. Source: OzTAM Events data, based on monthly averages, July to June 2023 on pcp.
6. Source: Commercial Radio Australia, 12 months to June 2023, 4 city basis, linear revenues only.

78 Nine Entertainment Co.

Stan

Revenue

EBITDA

Margin

2023
$m

427.6

37.1

2022
$m

381.2

28.5

Variance 2023 to 2022

46.4

8.6

12%

30%

2 pts

Stan reported 30% growth in EBITDA to $37 million, the Group’s fourth consecutive year of profit and positive cash flow, which is a
strong performance in the context of the economic conditions and competitive environment.

Revenue growth of 12% to $428 million for the year was underpinned by price increases across both Entertainment and Sport
subscriptions, reflecting ongoing strong engagement with both platforms, and delivering 9% growth in ARPU7, with minimal churn impact.

The 11% increase in costs partially reflected the continued ramp-up investment in Stan Sport. Ex Sport, costs were up by ~8%, primarily
reflecting the increased roll-out of Stan Originals, the impact of the new Sony output deal and other key licensed content.

Over the past 12 months, Stan’s commitment to expanding Stan Originals, and investing further into Stan Sport, has helped to maximise
the Group’s control over its content pipeline and de-risk the business, particularly pertinent in the context of the ongoing Hollywood
writers’ and actors’ strikes. This also positions Stan well to respond to any opportunities which arise as a result of the strategic shift by
the Hollywood Studios to place greater reliance on profitability and content licensing models, rather than direct-to-consumer streaming
investment. This shift in strategy is expected to lead to more content becoming available to license in Australia, and potentially to
consolidation within the market.

Stan’s Originals have been a significant driver of performance, proving to be one of the keys to Stan’s success, delivering four of the
top six series and movies available on Stan in FY23. New original series such as Black Snow, Ten Pound Poms and Bali 2002 attracted
strong viewership, complementing returning series such as Bump and Ru Paul’s Drag Race Down Under as well as Original movies
including Transfusion, Poker Face and The Portable Door. These titles performed strongly alongside key licensed titles including
Yellowstone, Your Honor, From, Lucky Hank and The Great.

Stan Sport also continued to extend its consumer proposition, securing the rights to the Rugby World Cup and successfully
broadcasting the Women’s tournament, as well as the UCI World Championship cycling event in Wollongong. These sports
complement Stan’s already strong line-up including the recently extended UEFA champions league and Grand Slam tennis, domestic
and international rugby, as well as an emerging motorsport and combat sports proposition.

Domain Group

Revenue

EBITDA

Margin

2023
$m

354.5

103.3

29%

2022
$m

356.7

122.1

34%

Variance 2023 to 2022

(2.2)

(18.8)

(1%)

(15%)

(5 pts)

Domain’s result reflected the challenging property environment, particularly in Sydney and Melbourne. Domain reported EBITDA of
$103 million, down 15% on FY22.

Core digital revenue increased by 1%. Residential listings revenue declined by 7%, with the 8% increase in controllable yield, inclusive
of the impact of Social Boost, more than offset by the 14% decline in property listings. Domain’s Media, Developers and Commercial
business recorded a 3% revenue decline, with Commercial Real Estate, up 6%, the best performing business. Revenue from
Agent Solutions nearly doubled, primarily due to the acquisition of Realbase in April 2022, with underlying growth reported of 6%,
underpinned by 25% revenue growth from Real Time Agent. Domain Insights recorded revenue growth of 16%, boosted by a full period
contribution from IDS, or 4% underlying. In a challenging property market, Domain has made clear progress diversifying its revenue
base, and building on the foundations of its Marketplace Strategy.

Domain reported costs of $251 million, with H2 costs down 18% on H1. Reflecting the lower-than-expected listing volumes, fourth
quarter initiatives included proactive annual leave management, staff recruitment phasing and further discretionary cost controls.

7. Average revenue Per User – 12 months to June 2023 compared with pcp.

Annual Report 2023 79

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OPERATING AND FINANCIAL REVIEW

Corporate
Net corporate profit decreased by $1.4 million or 4% across the year, mainly as a result of a reduction in sublease income related to the
Media house property.

Business Strategies and Future Prospects
The Group has identified and is focused on delivering against the following strategic priorities:

• Growing distribution of video content
The Group will continue to strengthen its position as a leading supplier of premium video content in Australia, through its FTA,
Broadcast Video On Demand (9Now) (together “Total TV”) and Subscription (Stan) businesses. Ongoing investment in content that
appeals to Australian audiences, and in platform functionality and prominence, will support the expansion of the Group’s audiences.
By delivering premium content across Entertainment, News and Current Affairs and Sport, the Group’s goal is to increase its revenues
via advertising across our Total TV businesses and subscriptions on Stan. Stan remains on a strong growth trajectory, underpinned
by its focus on investment in Stan Originals, growth in the Stan Sport proposition and extensions to key strategic licensing deals,
supported by increasing efficiency of customer acquisition, a world class platform and cross-promotion across the wider Nine business.

• Accelerating the shift to Digital
The Group continues to successfully grow audiences and advertisers on digital platforms across streaming (Total TV, Audio) and
Publishing. This evolution ensures long term sustainability in the business model and increased opportunities to diversify content
and better monetise audiences. Our Metro Publishing business is targeting a doubling of subscribers across our mastheads through
the next five years, 9Now continues to drive growth in Total TV audience for our tentpole entertainment and sport programming and
Nine’s radio audiences continue to increase listening online and via smart speakers and apps.

• Continued optimisation of traditional media assets
While the transition to digital platforms is a key driver of long-term success, the Group’s traditional media assets remain important and
optimisation of performance is an ongoing priority. The restructure of the Radio business since acquisition has realised strong growth
in market share as the business builds talkback radio for the new generation. The Group’s Publishing business continues to outperform
the market through its print advertising proposition and achieve cost efficiencies despite structural headwinds. Content investment also
continues to balance targeted investment by platform and the production of content that works across both linear and digital platforms.

• Growth of Marketplaces
The Group’s marketplace strategy continues to be led by Domain. Across the economic and real estate cycle, Domain is focused on
continually increasing the value that they bring to their customers and consumers, supporting them at more points of their property
journeys. The business remains structured across Core Listings, Agent Solutions, Consumer Solutions and Property Data Solutions,
each forecast to deliver continued growth. Delivery of this strategy is underpinned by the relationship with and access to Nine’s other
assets, most notably FTA television and digital, building increased brand recognition and enhanced traffic to Domain.com.au.

• Optimising connections across platforms
Across its businesses, Nine provides and supports the establishment of valuable connections between content, audiences and
advertisers on a national basis. Product, technology and user experience are at the core of everything the business does, supporting
the production and distribution of the Group’s content and driving premium revenue opportunities. The transition to digital will also
strengthen the Group’s data assets, supporting product initiatives across all business units, improving yields and supporting increased
effectiveness in planning and execution. The Group continues to explore potential opportunities for targeted investment in aligned
growth opportunities, focused on driving long term returns for the business and continuing to build on the scale and diversity of
Nine’s portfolio.

80 Nine Entertainment Co.

Material Business Risks
The following section outlines the material business risks that may impact on the Group achieving its strategic objectives and business
operations, including the mitigating factors put in place to address those risks. The material risks are not set out in any particular
order and exclude general risks that could have a material effect on most businesses in Australia under normal operating conditions.
These risks are managed on an ongoing basis as part of our risk management framework. Mitigations and strategies to address them
are maintained and regularly reviewed, including via regular reporting to the Board via our Audit & Risk Committee.

Revenue — the major risks which could affect the revenue of the Group are:

•

Impact of competitor strategies or new market entrants;

• A change in the way content is viewed or consumed by audiences;

• Transition of advertising towards digital whilst maintaining traditional sources of revenue;

• A significant change to advertising market conditions that leads to a prolonged decline in the advertising market or an adverse shift

in FTA television, Radio, Print or Digital publishing relative shares of the broader advertising market;

• Creation of successful content and securing quality licensed content;

• Nine’s share of the FTA market itself;

• Longer term impact of COVID-19, including the timing and extent of recovery and potential for future outbreaks; and

• Declines in property market conditions.

A key contributor to these risks is a change in audience behaviours and preferences, which in turn impacts advertiser behaviour
and subscription revenue. Peak-time programming performance or loss of key programming rights may also contribute to these
risks materialising. The continued development of alternative forms of media may lead to increased competition for advertising
revenue. Nine’s strategies are focused on ensuring we effectively anticipate and respond to the potential risks through having the
best platforms, creating and securing the content audiences want to consume and delivering it to them when and where they want it.
Our digital strategy enables us to maximise our revenue opportunities across all of our platforms.

Operational — from an operational perspective, the business is subject to operational risks of various kinds, including transmission
failure, systems failure, data loss, reliance on key third party partners, inaccurate reporting, industrial action (such as at film and
television production studios, in sporting competitions broadcast by Nine and in Publishing), defamation and other execution risks,
including those that significantly impact production. These risks could have a negative effect in various ways on Nine’s reputation
and its ability to conduct its business without disruption or at the budgeted level of cost.

Technology, cyber security — Nine’s strategy to leverage all our digital assets requires us to ensure our technology and infrastructure
is able to deliver our content when, and where, our audiences choose to consume it. We invest in the latest technologies to ensure we
remain at the forefront of industry developments, deliver the best experience for our audiences and maximise operating efficiencies.
Whilst the threat of cyber-attacks exists in all businesses, Nine’s reliance on technology and key partners to deliver our products and
services increases the potential impact of cyber risks. We continue to invest in uplifting our cyber capabilities to keep pace with the
ever-evolving cyber security threats.

Regulation and Legislation — Nine’s businesses are subject to changes in regulation at Federal, State and local level, as well as
changes in government policy and decisions by the courts. These risks include changes to: the regulatory environment under which
the FTA industry operates; anti-siphoning legislation; the licence conditions under which Nine operates (including the granting of a
fourth FTA television licence in the major markets in which Nine operates); regulation of content; advertising restrictions in relation to
certain types of products; and interpretation of privacy and defamation laws. These risks could adversely impact Nine’s reputation and/
or Nine’s revenues, costs or financial performance. The Group’s internal processes are regularly assessed and tested as part of robust
risk and assurance programs. Further to this, Nine manages the costs of compliance to ensure our costs of doing business are not
significantly impacted. We do this by ensuring we proactively identify changes to regulatory requirements and respond with effective
programs to ensure compliance.

People and culture — The increasingly competitive landscape and the ongoing need for media organisations to remain agile in order
to anticipate and respond to changing audience preferences, continues to place pressure on the competition for talent. The ability
to attract and retain talent with the necessary skills and capabilities to operate in a challenging market, whilst being able to continue
to adapt, is critical to Nine’s success. The ongoing impact of COVID-19 continues to place pressure on securing and retaining talent.
We recognise the increasing challenges to mental wellbeing, not only to our own people but in the community due to broader societal
factors which we manage both through our internal programs and by making responsible content choices. Nine continues to be an
employer of choice by investing in our people through training and development opportunities, promoting diversity and workplace
flexibility, providing support programs and maintaining succession planning.

domain — Domain is a separate company which is listed on the ASX and has minority investors. As such, decisions by the board and
the actions of Domain must be made having regard to their best interests. This may mean that if their interests diverge from those of
Nine, Domain may adopt an approach contrary to the preferences of Nine.

Annual Report 2023 81

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Nine Entertainment Co. Holdings Limited
ABN 60 122 203 892

CONSOLIDATED FINANCIAL
STATEMENTS

for the year ended 30 June 2023

CONTENTS

Consolidated Statement of Profit or Loss and Other Comprehensive Income

Consolidated Statement of Financial Position

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Directors’ Declaration

Independent Auditor’s Report

149

150

FINANCIAL STATEMENT NOTE INdEX

1. About this
report

2. Group

Performance

1.1 Significant

2.1 Segment

events during
the period

information

1.2 Basis of

preparation

2.2 Revenue and
other income

3. Operating
assets and
liabilities

4. Capital

structure and
management

3.1 Cash and cash
equivalents

4.1 Financial
liabilities

3.2 Trade

4.2 Share capital

and other
receivables

5. Taxation

5.1 Income tax
expense

5.2 Deferred
tax assets
and
liabilities

1.3 Notes to

2.3 Expenses

the financial
statements

3.3 Program rights
and inventories

4.3 Dividends

paid and
proposed

2.4 Specific
items

3.4 Trade and

other payables

4.4 Share-based
payments

2.5 Earnings per

3.5 Property, plant
and equipment

4.5 Financial

instruments

3.6 Intangible
assets

3.7 Provisions

3.8 Commitments

3.9 Leases

82 Nine Entertainment Co.

6. Group

structure

7. Other

6.1 Business

7.1 Other financial

combinations

assets

6.2 Investments

7.2 Defined benefit

accounted
for using the
equity method

plan

6.3 Investment

7.3 Auditors’

in controlled
entities

remuneration

6.4 Deed of cross
guarantee

7.4 Contingent

liabilities and
related matters

6.5 Parent entity

7.5 Events after the

disclosures

balance sheet
date

6.6 Transactions
with related
parties

7.6 Other

significant
accounting
policies

CONSOLIdATEd STATEMENT OF PROFIT OR LOSS
ANd OTHER COMPREHENSIVE INCOME
for the year ended 30 June 2023

Revenues

Expenses

Finance costs

Share of profits of associate entities

Net profit before income tax expense

Income tax expense

Net profit after income tax expense

Net profit for the period attributable to:

Owners of the parent

Non-controlling interest

Net profit for the period

Other comprehensive income

Items that may be reclassified subsequently to profit or loss:

Foreign currency translation

Fair value movement in derivative financial instruments (net of tax)

Items that will not be reclassified subsequently to profit or loss:

Fair value movement in investment in listed equities (net of tax)

Actuarial gain/(loss) on defined benefit plan (net of tax)

Other comprehensive income for the period

Note

2.1

2.3

6.2(d)

5.1

4.5

7.1

7.2

30 June 2023
$’000

30 June 2022
$’000

2,704,413

2,691,406

(2,380,804)

(2,217,262)

(48,738)

233

275,104

(80,561)

194,543

181,806

12,737

(26,302)

1,793

449,635

(134,347)

315,288

297,143

18,145

194,543

315,288

102

(748)

(1,985)

(444)

(3,075)

873

1,693

(179)

(730)

1,657

Total comprehensive income attributable to equity holders

191,468

316,945

Total comprehensive income attributable to:

Owners of the parent

Non-controlling interest

Total comprehensive income for the period

Earnings per share

178,731

12,737

298,800

18,145

191,468

316,945

Basic and diluted earnings attributable to ordinary equity holders of the parent

2.5

$0.11

$0.17

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes.

Annual Report 2023 83

O
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i
r
e
c
t
o
r
y

CONSOLIdATEd STATEMENT OF FINANCIAL POSITION
as at 30 June 2023

Note

30 June 2023
$’000

30 June 2022
$’000

Current assets

Cash and cash equivalents

Trade and other receivables

Program rights & inventories

Prepayments

Other assets

Derivative financial instruments

Income tax receivable

Assets held for sale

Total current assets

Non-current assets

Receivables

Program rights & inventories

Investments accounted for using the equity method

Other financial assets

Property, plant and equipment

Intangible assets

Derivative financial instruments

Prepayments

Defined benefit plan

Total non-current assets

Total assets

Current liabilities

Trade and other payables

Financial Liabilities

Current income tax liabilities

Provisions

Derivative financial instruments

Liabilities held for sale

Total current liabilities

Non-current liabilities

Payables

Financial Liabilities

Deferred tax liabilities

Provisions

Derivative financial instruments

Total non-current liabilities

Total liabilities

Net assets

Equity

Contributed equity

Reserves

Retained earnings

Total equity attributable to equity holders of the parent

Non-controlling interest

Total equity

3.1

3.2

3.3

4.5

3.2

3.3

6.2

7.1

3.5

3.6

4.5

7.2

3.4

4.1

3.7

4.5

3.4

4.1

5.2

3.7

4.5

119,676

423,199

299,452

44,065

2,477

2,852

2,053

7,146

153,464

408,380

291,259

33,792

2,691

3,214

–

900,920

892,800

2,094

156,470

33,056

4,526

442,136

2,448,156

–

4,122

24,149

3,114,709

4,015,629

532,596

136,036

–

192,602

1,038

5,146

10,113

168,236

33,606

6,511

491,490

2,512,285

1,333

–

23,925

3,247,499

4,140,299

530,105

115,132

44,622

215,924

1,721

–

867,418

907,504

107,420

877,203

268,858

18,243

142

1,271,866

2,139,284

1,876,345

4.2

1,958,642

(63,545)

(212,397)

1,682,700

193,645

1,876,345

126,211

745,515

267,864

21,249

406

1,161,245

2,068,749

2,071,550

2,111,752

(54,922)

(178,820)

1,878,010

193,540

2,071,550

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

84 Nine Entertainment Co.

CONSOLIdATEd STATEMENT OF CHANGES IN EQUITY
for the year ended 30 June 2023

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Annual Report 2023 85

CONSOLIdATEd STATEMENT OF CASH FLOWS
for the year ended 30 June 2023

Note

30 June 2023
$’000

30 June 2022
$’000

2,948,981

2,945,170

(2,412,865)

(2,290,122)

Cash flows from operating activities

Receipts from customers

Payments to suppliers and employees

Dividends received – associates

Government grants repaid

Interest received

Interest and other costs of finance paid

Income tax paid

Net cash flows generated from operating activities

3.1

Cash flows from investing activities

Purchase of property, plant and equipment

Purchase of intangible assets

Proceeds on disposal of property, plant and equipment

Acquisition of subsidiaries, net of cash acquired

Net proceeds from disposal of investments and assets held for sale

Net (payment)/receipt of contingent consideration

Funding to associates

Net cash flows used in investing activities

Cash flows from financing activities

Proceeds from borrowings

Repayments of borrowings

Payment of debt refinancing fees

Proceeds from issue of shares by subsidiary with non-controlling shareholder

Purchase of rights plan shares

Purchase of non wholly-owned subsidiary treasury shares

Payment of the principal portion of leases

Proceeds from exercise of non wholly-owned subsidiary share options

Net receipt/(repayment) of loan to non-controlling shareholder

Dividends paid to non-controlling interest

Dividends paid to shareholders of the Group

Share buyback

Net cash flows used in financing activities

Net increase/(decrease) in cash and cash equivalents

Cash and cash equivalents at the beginning of the financial period

Cash and cash equivalents at the end of the period

4.3

4.2

485

–

6,195

(45,349)

(145,671)

351,776

(20,586)

(77,254)

2,995

(46)

1,250

(23,766)

–

168

(6,322)

1,048

(24,643)

(138,071)

487,228

(18,780)

(55,987)

3,333

(226,104)

658

(500)

(117,407)

(297,331)

918,500

817,000

(752,500)

(760,000)

(2,846)

–

(40,585)

–

2,580

(19,735)

(219,560)

(154,011)

(1,565)

56,514

(12,114)

(32,709)

(45,768)

5,978

(3,897)

(18,625)

(213,174)

–

(268,157)

(208,360)

(33,788)

153,464

119,676

(18,463)

171,927

153,464

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

86 Nine Entertainment Co.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

for the year ended 30 June 2023

1. About this report
The financial report includes the consolidated entity consisting of Nine Entertainment Co. Holdings Limited (the “Company” or “Parent
Entity”) and its controlled entities (collectively, the “Group”) for the year ended 30 June 2023.

Nine Entertainment Co. Holdings Limited is a for-profit company limited by shares incorporated in Australia whose shares are publicly
traded on the Australian Securities Exchange.

The nature of the operations and principal activities of the Group are described in the Directors’ Report. Information on the Group’s
structure is provided in Note 6. Information on other related party relationships is provided in Note 6.6.

The consolidated general purpose financial report of the Group for the year ended 30 June 2023 was authorised for issue in accordance
with a resolution of the directors on 24 August 2023. The Directors have the power to amend and reissue the financial report.

1.1 Significant events during the period
On 25 August 2022, the Group announced an on-market buyback of up to 10 percent of the Group’s current issued share capital.
This commenced in September 2022 and was ongoing as at 30 June 2023. At 30 June 2023, 77,686,472 shares, equating to 4.6%
of total issued share capital, have been purchased for a total cost of $154.0 million.

1.2 Basis of preparation
This financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of the
Corporations Act 2001 and Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting
Standards Board. The financial report has been prepared using the going concern basis of accounting and the historical cost
convention, except for derivative financial instruments and investments in listed equities which have been measured at fair value,
and investments in joint ventures and associates which have been accounted for using the equity method.

The financial report is presented in Australian dollars and all values are rounded to the nearest thousand dollars ($’000) unless
otherwise stated under the option available to the Company under ASIC Corporations (Rounding in Financial/Directors’ Reports)
Instrument 2016/191. The Company is an entity to which the instrument applies.

The accounting policies adopted in the preparation of the financial report are consistent with those applied and disclosed in the
2022 annual report. The consolidated financial statements provide comparative information in respect of the previous period, which
is reclassified where necessary in order to provide consistency with the current financial year.

Statement of compliance

The financial report complies with Australian Accounting Standards. The financial report also complies with International Financial
Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

Key Judgements and Estimates

In the process of applying the Group’s accounting policies, management has made a number of judgements and applied estimates
of future events. Judgements and estimates which are material to the financial report are found in the following notes:

Note 3.3 Program rights and inventories

Note 3.4 Trade and other payables

Note 3.6 Intangible assets

Note 3.7 Provisions

Note 6.1 Business combinations

Annual Report 2023 87

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NOTES TO THE CONSOLIDATED FINANCIAL S TATEMENTS

1. About this report continued

1.3 Notes to the Financial Statements
The notes include information which is required to understand the financial statements and is material and relevant to the operations,
financial position or performance of the Group. Information is considered material and relevant if, for example:

•

the amount in question is significant because of its size or nature;

it is important for understanding the results of the Group;

it helps to explain the impact of significant changes in the Group’s business or it relates to an aspect of the Group’s operations that
is important to its future performance.

The notes are organised into the following sections:

1. About this report: provides an introduction to the structure and preparation of the report;

2. Group performance: provides a breakdown of individual line items in the statement of profit or loss and other comprehensive

income that the directors consider most relevant and the accounting policies, judgements and estimates relevant to understanding
these line items;

3. Operating assets and liabilities: provides a breakdown of the key assets and liabilities and the accounting policies, judgements and

estimates relevant to understanding these line items;

4. Capital structure and management: provides information about the capital management practices of the Group, shareholders’

return and the Group’s exposure to various financial risks, how they affect the Group’s performance and are managed;

5. Taxation: discusses the tax position of the Group;

6. Group structure: explains aspects of the Group structure and how changes have affected the financial position and performance of

the Group; and

7. Other: provides information on items which require disclosure to comply with Australian Accounting Standards and other regulatory

pronouncements. However, these are not considered critical in understanding the historical financial performance or position of the Group.

88 Nine Entertainment Co.

2. Group Performance

2.1 Segment information

Segment revenue1

EBITDA before
specific items

Depreciation and
amortisation

EBIT before
specific items

30 June
2023
$’000

30 June
2022
$’000

30 June
2023
$’000

30 June
2022
$’000

30 June
2023
$’000

30 June
2022
$’000

30 June
2023
$’000

30 June
2022
$’000

Broadcasting

1,356,049

1,371,926

319,491

401,109

(56,259)

(57,331)

263,232

343,778

Digital and Publishing

575,195

593,535

164,728

179,534

(43,316)

(43,033)

121,412

136,501

Domain Group

354,490

356,729

103,250

122,098

(44,380)

(32,801)

58,870

89,297

Stan

427,571

381,203

37,124

28,544

(11,751)

(15,944)

25,373

12,600

Segment total

2,713,305

2,703,393

624,593

731,285

(155,706)

(149,109)

468,887

582,176

Corporate

Associates

Total Group

2,149

4,751

(33,668)

(32,345)

–

233

1,793

–

(33,668)

(32,345)

233

1,793

2,715,454

2,708,144

591,158

700,733

(155,706)

(149,109)

435,452

551,624

Includes inter-segment revenue of $20,852,000 (2022: $19,377,000).

Reconciliation of segment revenue to total group revenue on the
Consolidated Statement of Profit or Loss and Other Comprehensive Income

Total Group revenue (per above)

Inter-segment eliminations

Total Group revenue

Interest income

Specific item income

30 June 2023
$’000

30 June 2022
$’000

2,715,454

2,708,144

(20,852)

(19,377)

2,694,602

2,688,767

6,521

3,290

1,148

1,491

Revenue per the Consolidated Statement of Profit or Loss and Other Comprehensive Income

2,704,413

2,691,406

Reconciliation of EBIT before specific items to profit after tax

EBIT before specific items (per above)

Interest income

Finance costs before specific items

Income tax expense

Profit before specific items

Specific items

Income tax benefit on specific items

Net profit after income tax expense

Geographic Information

Note

30 June 2023
$’000

30 June 2022
$’000

435,452

551,624

6,521

(47,798)

(115,147)

1,148

(26,302)

(152,983)

279,028

373,487

(119,071)

34,586

(76,835)

18,636

194,543

315,288

2.4

A majority of the Group’s external revenues arise out of sales to customers within Australia.

Major customers

The Group did not have any customers which accounted for more than 10% of operating revenue for the year (2022: none).

Annual Report 2023 89

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NOTES TO THE CONSOLIDATED FINANCIAL S TATEMENTS

2. Group Performance continued

Accounting Policy
For the financial report for the year ended 30 June 2023, management has reviewed the segments to reflect how the Chief
Operating Decision Makers (determined to be the Board of Directors) review and manage the business.

The reportable segments for the period ended 30 June 2023 are:

• Broadcasting – includes free to air television activities, 9Now and metropolitan radio networks in Australia.

• Digital and Publishing – includes Nine Digital (Nine.com.au and other digital activities) and Metropolitan Media (metropolitan

news, sport, lifestyle and business media across various platforms).

• Domain Group – real estate media and services businesses.

• Stan – subscription video on demand service.

Segment performance is evaluated based on segment earnings before interest, tax, depreciation and amortisation (EBITDA), before
specific items. Specific items are items that by size and nature or incidence are relevant in explaining the financial performance of
the Group and are excluded when assessing the underlying performance of the business. These are detailed in Note 2.4.

Group finance costs on bank facilities, interest income and income taxes are managed on a Group basis and are not allocated to
operating segments.

Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third parties and
are eliminated on consolidation.

2.2 Revenue and other income
In the following table, revenue is disaggregated by major products/service lines. The table also includes a reconciliation of the
disaggregated revenue with the Group’s reportable segments (see Note 2.1).

Broadcasting
$’000

Digital and
Publishing
$’000

Domain Group
$’000

Stan
$’000

Corporate
$’000

Total
$’000

Period ended 30 June 2023

Advertising revenue

Subscription revenue

Affiliate revenue

Circulation revenue

Program Sales

Other revenue

Total segment revenue (Note 2.1)1

1,356,049

1. Includes inter-segment revenue of $20,852,000.

1,229,339

–

79,276

239,859

219,333

–

65,051

14,847

32,587

–

50,952

575,195

248,360

51,148

–

427,571

–

54,982

–

354,490

427,571

–

2,149

1,717,558

698,052

79,276

65,051

14,847

140,670

2,715,454

Broadcasting
$’000

Digital and
Publishing
$’000

Domain Group
$’000

Stan
$’000

Corporate
$’000

Total
$’000

Period ended 30 June 2022

Advertising revenue

Subscription revenue

Affiliate revenue

Circulation revenue

Program Sales

Other revenue

1,258,154

263,950

287,808

–

214,212

53,047

381,203

76,778

–

14,431

22,563

–

67,642

–

47,731

–

15,874

–

Total segment revenue (Note 2.1)1

1,371,926

593,535

356,729

381,203

–

4,751

1,809,912

648,462

76,778

67,642

14,431

90,919

2,708,144

1. Includes inter-segment revenue of $19,377,000.

90 Nine Entertainment Co.

Accounting Policy

Revenue

The Group recognises revenue only when the performance obligation is satisfied and the control of goods or services is
transferred, typically at the point of being published, broadcast or streamed. Where performance obligations have not been
satisfied, the related revenue is deferred until such time that the performance obligations are met (refer to Note 3.4).

Amounts disclosed as revenue are net of commissions, rebates, discounts and returns which are recognised when they can be
reliably measured. The Group determined that the estimates of variable consideration are not constrained based on its historical
experience, business forecasts and the current economic conditions. In addition, the uncertainty on the variable consideration is
generally resolved within a short time frame.

The following specific recognition criteria must also be met before revenue is recognised:

Type of sales revenue

Recognition Criteria

Advertising revenue

Broadcasting

• Recognised by reference to when an advertisement has been broadcast and specific viewer

metrics contained in the agreement with the customer have been met.

Publishing and domain:

• Revenue from advertising for newspapers, magazines and other publications is recognised on

the publication date.

• Revenue from the provision of advertising on websites is recognised over the period the

advertisements are placed.

• Revenue from the provision of property listings is accounted for as a single performance

obligation, the provision of a listing being a distinct service. Revenue is recognised over the
listing period.

Subscription revenue

• Revenue from subscriptions for newspapers, magazines, other publications is recognised on the

publication date.

• Revenue for digital subscriptions and Stan subscriptions is recognised over time.

Affiliate revenue

• Revenue from affiliates is recognised on a monthly basis based on a percentage of revenue

generated by the affiliate. Affiliate revenue relates to the Group’s entitlement to a percentage of
advertising revenue derived by broadcast partners, payable to the Group as consideration for
use of the Group’s program inventory.

Circulation revenue

• Revenue from circulation for newspapers, magazines and other publications is recognised on

the publication date.

Program sales revenue

• Revenue from program sales and recoveries, including syndicated programming content, is

recognised when it is broadcast or as the program content is distributed.

Other revenue includes transactional and non-trading revenue, which is recognised when the services are performed, and
sublease income, which is recognised on a straight-line basis over the term of the operating lease.

Type of other income

Recognition Criteria

Interest

Recognised as the interest accrues using the effective interest method (which is the rate that exactly
discounts estimated future cash receipts through the expected life of the financial instrument to the
net carrying amount of the financial asset).

dividends

Recognised when the right to receive payment has been established.

Annual Report 2023 91

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2. Group Performance continued

2.3 Expenses

Expenses

Broadcasting2

Digital and Publishing

Domain Group

Stan

Other1

Total expenses

Included in the expenses above are the following:

Depreciation and amortisation (excluding program rights)

Salary and employee benefit expenses

Program rights

Total depreciation, salary and program rights

Finance Costs

Interest on debt facilities

Interest on lease liabilities

Amortisation of debt facility establishment costs

Total finance costs

30 June 2023
$’000

30 June 2022
$’000

1,186,308

1,028,148

454,861

308,528

402,198

28,909

458,372

294,156

368,603

67,983

2,380,804

2,217,262

155,706

777,972

660,813

149,109

755,516

580,669

1,594,491

1,485,294

32,463

14,190

2,085

48,738

11,289

14,448

565

26,302

Includes corporate costs and specific items not allocated to segments, offset by inter-segment revenue of $20.9 million (2022: $19.4 million).

2. Includes an impairment charge of $84.5 million recognised in respect of the Nine Radio cash generating unit. Refer to Note 3.6 for details.

Accounting Policy

Borrowing costs

Interest is recognised as an expense when it is incurred. Debt establishment costs are recognised as a reduction of the financial
liability on initial recognition, and amortised using the effective interest method.

92 Nine Entertainment Co.

2.4 Specific items
The net profit after tax includes the following specific items, which by size and nature or incidence are relevant in explaining the
financial performance of the Group:

Impairment of Radio licences, tangible and other intangible assets (Note 3.6)

Net loss on contingent consideration payable (Note 3.4)

Net profit on sale of investments and assets held for sale

Impairment of other assets

Restructuring costs

Other

Net specific items expense before tax

Income tax benefit on specific items

Net specific items expense after tax

30 June 2023
$’000

30 June 2022
$’000

(84,465)

(1,298)

2,435

(19,586)

(14,674)

(1,483)

(119,071)

34,586

(84,485)

–

(9,018)

–

(28,933)

(30,904)

(7,980)

(76,835)

18,636

(58,199)

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Impairment of Radio licences, tangible and other intangible assets

An impairment charge of $84.5 million has been recognised in respect of the Nine Radio cash generating unit. Refer to Note 3.6
for details.

Net loss on contingent consideration payable

Remeasurement loss of $1.3 million relating to the remeasurement of the Insight Data Solutions Holdings Pty Ltd contingent
consideration payable, offset by a release of the Commercialview Pty Ltd tranche 3B contingent consideration payable.

In the year ended 30 June 2022, a $7.8 million loss related to an increase in contingent consideration payable recognised in respect
of the acquisition of Insight Data Solutions Pty Ltd, a net loss of $1.0 million related to the buy-out of the Drive (formerly ‘CarAdvice’)
minority shareholders put option liability, and a $0.2 million loss for the final settlement of the contingent consideration for the
acquisition of Bidtracker Holdings Pty Ltd and Real Time Agent Pty Ltd.

Net profit on sale of investments and other assets

A net profit on sale of investments and assets held for sale of $2.4 million, consisting of:

• $1.3 million profit on divestment of the Rate City Pty Ltd associate investment; and

• $1.1 million net gain on disposal of land and property in Tamworth and Darwin.

Impairment of other assets

The impairment of other assets includes:

• $16.0 million of right of use assets relating to surplus property leases and other assets no longer considered recoverable; and

• $4.2 million impairment of assets related to the Domain Home Loans business; offset by

• $0.6 million reversal of previous debtor write-offs.

In the year ended 30 June 2022, an impairment of $29.4 million was recognised in respect of right of use assets relating to surplus
property leases and other assets no longer considered recoverable; offset by a $0.5 million reversal of previous debtor write-offs.

Annual Report 2023 93

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2. Group Performance continued

Restructuring costs

Restructuring costs include:

• $6.7 million related to the implementation of a new organisational structure at Domain Group;

• $4.3 million related to the implementation of new financial systems. This expense, in large part, would have been capitalised before

the 30 June 2021 accounting policy change related to configuration or customisation costs in a cloud computing arrangement;

• $2.3 million of redundancy and restructuring costs incurred during the period; and

• $1.4 million of onerous short-term property leases excess to requirements.

In the year ended 30 June 2022, $30.9 million of restructuring costs were incurred, $20.8 million of which related to the
implementation of new financial systems, including $8.1 million in Domain Group, $5.6 million of onerous short-term property leases,
$2.3 million of Domain Group loss on early exit of leased office space and $2.9 million of other one-off expenses, offset by a
$0.7 million gain resulting from a modification of the Domain Group syndicated loan facility agreement

Other

The Group has incurred $1.5 million of legal and advisory fees and other costs related to acquisition activity during the period. In the
year ended 30 June 2022, the Group incurred $8.0 million of legal and advisory fees and other costs related to the acquisitions of the
Insight Data Solutions Group and the Realbase Group by the Domain Group.

2.5 Earnings per share

From continuing operations (in cents)

Basic and diluted earnings per share before specific items1 (non-IFRS Measure)

Basic earnings per share after specific items (IFRS Measure)

Diluted earnings per share after specific items1 (IFRS Measure)

30 June 2023

30 June 2022

$0.16

$0.11

$0.20

$0.17

Profit attributable to the ordinary equity holders of the parent used in calculating the basic and diluted
earnings per share ($’000)

181,806

297,143

Weighted average number of ordinary shares used as denominator for basic earnings per share (‘000)

1,671,636

1,703,627

Effect of dilution:

Rights Plan shares under the performance rights plan (Note 4.4) (‘000)

6,930

1,797

Weighted average number of ordinary shares adjusted for the effect of dilution (‘000)

1,678,566

1,705,424

1. Diluted earnings per share assumes that the executive long term incentive plan (Refer Note 4.4) is satisfied by issuing new shares. The Group’s practice to date has been to

purchase the shares on the open market and if this practice continues there will be no difference between basic and diluted earnings per share.

Accounting Policy

Basic Earnings Per Share

Basic earnings per share amounts are calculated by dividing the net profit/(loss) for the year attributable to ordinary equity holders
of the parent by the weighted average number of ordinary shares outstanding during the year, as adjusted for shares held in Trust
(refer Note 4.2).

Diluted Earnings Per Share

Diluted earnings per share amounts are calculated by dividing the net profit/(loss) attributable to ordinary equity holders of the parent
by the sum of the weighted average number of ordinary shares outstanding during the year plus the number of ordinary shares that
would be issued on conversion of all the dilutive potential ordinary shares (such as performance rights) into ordinary shares.

94 Nine Entertainment Co.

3. Operating assets and liabilities

3.1 Cash and cash equivalents

(a) For the purpose of the statement of cash flows, cash and cash equivalents comprise the following

at 30 June:

– Cash on hand and at bank

Total cash and cash equivalents

(b) Reconciliation of profit after tax to net cash flows from operations:

Profit after tax

Gain/(Loss) on sale of properties and other assets

Depreciation and amortisation

Impairment of property, plant and equipment

Impairment of other assets

Impairment of Intangibles

Share based payment expense

Share of associates net profit

Other non-cash items

Changes in assets and liabilities

Trade and other receivables

Program rights and inventories

Prepayments and other assets

Trade and other payables

Provision for income tax

Provision for employee entitlements

Other provisions

Deferred income tax liability

Foreign currency movements in assets and liabilities of overseas controlled entities

30 June 2023
$’000

30 June 2022
$’000

119,676

153,464

194,543

315,288

401

155,706

18,660

7,534

78,992

5,759

(233)

538

(6,849)

3,573

(22,086)

13,814

(44,622)

(21,751)

(33,298)

994

101

(302)

149,109

29,451

–

9,131

(1,793)

(5,283)

(28,698)

(61,939)

5,228

66,690

(12,094)

(4,761)

15,295

10,824

1,082

Net cash flows from operating activities

351,776

487,228

Annual Report 2023 95

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3. Operating assets and liabilities continued

3.1.1 Changes in liabilities from financing activities – Bank Facilities

At 1 July 2022

Net cash flows

Borrowing cost recognition / (amortisation)

At 30 June 2023

At 1 July 2021

Net cash flows

Borrowing cost recognition / (amortisation)

At 30 June 2022

Bank Facilities
$’000

477,907

166,000

(1,024)

642,883

421,850

57,000

(943)

477,907

Accounting Policy
Cash and cash equivalents in the Statement of Financial Position comprise cash at bank and in hand, deposits held at call with
financial institutions and other short-term investments with original maturities of three months or less that are readily convertible
to cash and subject to insignificant risk of changes in value. Bank overdrafts are shown within interest bearing liabilities in current
liabilities on the Consolidated Statement of Financial Position.

3.2 Trade and other receivables

Current

Trade receivables

Allowance for expected credit loss

Related party receivables (Note 6.6)

Allowance for expected credit loss

Other receivables

30 June 2023
$’000

30 June 2022
$’000

408,737

(13,166)

395,571

6,274

(2,910)

24,264

387,731

(7,741)

379,990

4,199

(2,910)

27,101

Total current trade and other receivables

423,199

408,380

Non-Current

Loans to related parties (Note 6.6)

Other receivables

Total non-current trade and other receivables

2,073

2,094

4,396

5,717

10,113

96 Nine Entertainment Co.

The ageing analysis of trade receivables not considered impaired is as follows:

2023

2022

Total

Not past due

<30 days

31-60 days

395,571

379,990

340,985

337,495

23,701

38,138

4,529

3,439

>61 days

26,356

918

Past due but not impaired

The ageing of trade receivables has deteriorated during the period following a change in the Group’s financial system which impacted
the issuance of invoices and statements to customers for a short period of time following implementation. This issue has been
remediated and the above aged trade receivables balances as at 30 June 2023 are not considered impaired.

Accounting Policy
Trade receivables are recognised and carried at original invoice amount less an allowance for expected credit loss. They are
non-interest bearing and are generally on 30 to 60-day terms.

Expected credit losses (ECLs) for trade receivables are initially recognised based on the Group’s historical observed default rates.
The Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but
instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix
that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic
environment. At every reporting date, the historical observed default rates are updated and changes in the forward-looking
estimates are analysed.

Expected credit losses for individual trade receivables are recognised when there is an expectation that the Group will not be
able to collect all amounts due according to the original trade terms. Collectability of trade receivables is reviewed on an ongoing
basis. Individual debts that are known to be uncollectible are written off when identified. Factors considered as objective evidence
of impairment include ageing and timing of expected receipts and the creditworthiness of counterparties. The amount of the
impairment loss is the receivable carrying amount compared to the present value of estimated future cash flows.

3.3 Program rights and inventories

Current

Program rights – cost less accumulated amortisation and impairment

Inventories

Total current program rights and inventories

Non-Current

Program rights – cost less accumulated amortisation and impairment

Total non-current program rights and inventories

30 June 2023
$’000

30 June 2022
$’000

266,262

33,190

260,419

30,840

299,452

291,259

156,470

168,236

Annual Report 2023 97

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NOTES TO THE CONSOLIDATED FINANCIAL S TATEMENTS

3. Operating assets and liabilities continued

Accounting Policy

Program Rights

The Group recognises program rights which are available for use. Programs which are available for use, including those acquired
overseas, are recorded at cost less amounts charged to the Statement of Profit or Loss and Other Comprehensive Income based
on the transmission and useful life of the content and management’s assessment of the future years of benefit, which is regularly
reviewed with additional write-downs made as considered necessary.

Program rights are classified as current or non-current based on the expected realisation of economic benefits flowing from
their use.

Inventories

Inventories are carried at lower of cost or net realisable value (“NRV”). The NRV is the estimated future net cash inflows in the
ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Key judgements, estimates and assumptions

The assessment of the appropriate carrying value of program rights and inventories requires estimation by management of the
forecast future cash flows which will be derived from that content. This estimate is based on a combination of market conditions
and the value generated from the broadcast of comparable programs.

Due to the uncertainties in estimating forecast future cash flows, changes in economic and market conditions could result in
changes in the carrying value in future periods.

30 June 2023
$’000

30 June 2022
$’000

281,395

162,605

87,943

653

266,359

163,693

76,952

23,101

532,596

530,105

94,081

2,800

10,539

111,034

4,476

10,701

107,420

126,211

3.4 Trade and other payables

Current – unsecured

Trade and other payables

Program contract payables

Deferred income

Contingent consideration (Note 6.1)

Total current trade and other payables

Non-current – unsecured

Program contract payables

Deferred income

Contingent consideration (Note 6.1)

Total non-current trade and other payables

98 Nine Entertainment Co.

Accounting Policy
Trade and other payables are carried at amortised cost. Liabilities are brought to account for amounts payable in relation to
goods received and services rendered, whether or not billed to the Group at reporting date. The Group operates in a number of
diverse markets, and accordingly the terms of trade vary by business. Terms of trade in relation to trade payables are, on average,
30 to 60 days from the date of invoice. Program contract payables are settled according to the contract negotiated with the
program supplier.

Deferred income represents the fair value of cash received for revenue relating to future periods.

Contingent consideration to be transferred by the acquirer on business combinations is recognised at fair value at the acquisition
date. Subsequent changes to the fair value of the contingent consideration are recognised in accordance with AASB 9 Financial
Instruments in the Consolidated Statement of Profit or Loss and Other Comprehensive Income. Contingent consideration resulting
from business combinations is measured at the fair value of the Group’s best estimate of the expenditure required to settle the
present obligation at the reporting date. The determination of these fair values involves judgement around the forecast results of
those businesses.

Key judgements, estimates and assumptions

Contingent consideration from business combinations is valued at fair value on the acquisition date. When the contingent
consideration meets the definition of a financial liability, it is remeasured to fair value at each reporting date with revaluations
recognised within the Consolidated Statement of Profit or Loss and Other Comprehensive Income. The contingent consideration
is accounted for in accordance with AASB 9 Financial Instruments and disclosed as a financial liability on the Consolidated
Statement of Financial Position.

The determination of the fair value is based on discounted cashflows. The key assumptions include the probability and timing
of meeting commercial and financial performance targets and the discount factor. Management uses their best estimates of
future cash flows and other key assumptions to determine the appropriate fair value of contingent consideration on acquisition
and at each subsequent reporting period. Where appropriate, management obtained external expert advice for these key
assumptions and continues to seek further advice (where applicable) throughout the measurement period. Given the fair value
measurement was performed using significant non-observable inputs, the fair value was classified as a Level 3 measurement,
refer to Note 4.5(b)(i).

IdS Group

Management remeasure the contingent consideration at each reporting date based on any settlements made during the period
and its best estimates of key assumptions and future developments in business performance of the IDS Group.

In the year ended 30 June 2023, the first tranche of contingent consideration, totalling a $23.9 million cash outflow, was settled.

As at 30 June 2023, the contingent consideration was remeasured to $10.5 million discounted (30 June 2022: $32.3 million) and
$13.1 million undiscounted (30 June 2022: $36.7 million), with the resulting loss of $2.1 million being recorded in the Consolidated
Statement of Profit or Loss and disclosed as a specific item (refer to Note 2.4).

At each reporting period, Management will continue to remeasure the contingent consideration based on the IDS Group securing
and delivering specified government contracts over the earn out period ending in June 2027.

Realbase Group

For the contingent consideration associated with the Realbase Group, at both acquisition and reporting date, Management
determined the fair value of the contingent consideration to be nil based on forecast projections of the business. At each
reporting period, Management will remeasure the contingent consideration based on the latest forecast financial performance of
the business.

Due to the uncertainties in estimating fair value of contingent consideration, changes in commercial and financial performance of
the businesses could result in changes in the carrying value in future periods.

Refer to Note 6.1 for further details.

Annual Report 2023 99

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NOTES TO THE CONSOLIDATED FINANCIAL S TATEMENTS

3. Operating assets and liabilities continued

3.5 Property, plant and equipment

Freehold
land and
buildings
$’000

Leasehold
improve-
ments
$’000

Plant and
equipment
$’000

Work in
progress
$’000

ROu
property1
$’000

ROu
plant and
equipment
$’000

Total
property,
plant and
equipment
$’000

23,799

79,991

105,100

1,971

273,785

6,844

491,490

Year ended 30 June 2023

At 1 July 2022, net of accumulated
amortisation and impairment

Additions

Transfers

Disposals

Impairment (Note 2.4)

–

(10,418)

Depreciation expense

(1,039)

(11,075)

(22,144)

–

1,199

11,095

8,117

27,050

2,681

50,317

175

(192)

(1,068)

3,798

(2,538)

(2,173)

(268)

(5,321)

(454)

–

(221)

(8,242)

–

(8,437)

(18,660)

(34,764)

(3,552)

(72,574)

At 30 June 2023, net of accumulated
depreciation and impairment

20,570

68,779

82,110

7,096

257,608

5,973

442,136

1. Right of use assets include $12.6 million relating to commercial subleases on leased office premises. Fair value of these assets approximates cost.

Freehold
land and
buildings
$’000

Leasehold
improve-
ments
$’000

Plant and
equipment
$’000

Work in
progress
$’000

ROu
property1
$’000

ROu
plant and
equipment
$’000

Total
property,
plant and
equipment
$’000

22,969

87,553

112,458

4,234

341,295

5,427

573,936

967

9,989

7,859

5,050

5,114

28,979

109

269

–

1,588

At 1 July 2021, net of accumulated
amortisation and impairment

Additions

Acquisition through business
combination (Note 6.1)

–

Transfers

(19)

3,122

6,885

(10,122)

Transfer from assets held for sale

2,039

–

Disposals

Impairment (Note 2.4)

Depreciation expense

(244)

(2,201)

(605)

–

(946)

(9,559)

(23,896)

–

134

–

(7,657)

(29,451)

–

1,966

–

2,039

(10,707)

(29,451)

(37,174)

(3,697)

(75,272)

At 30 June 2022, net of accumulated
depreciation and impairment

23,799

79,991

105,100

1,971

273,785

6,844

491,490

1. Right of use assets include $21.9 million relating to commercial subleases on leased office premises. Fair value of these assets approximates cost.

100 Nine Entertainment Co.

Freehold
land and
buildings
$’000

Leasehold
improve-
ments
$’000

Plant and
equipment
$’000

Work in
progress
$’000

ROu
property1
$’000

ROu
plant and
equipment
$’000

Total
property,
plant and
equipment
$’000

At 30 June 2023, net of accumulated
depreciation and impairment

Cost (gross carrying amount)

28,665

130,307

242,121

7,096

422,070

21,611

851,870

Accumulated amortisation
and impairment

(8,095)

(61,528)

(160,011)

–

(164,462)

(15,638)

(409,734)

Net carrying amount

20,570

68,779

82,110

7,096

257,608

5,973

442,136

At 30 June 2022, net of accumulated
depreciation and impairment

Cost (gross carrying amount)

30,855

130,443

232,549

1,971

393,700

18,930

808,448

Accumulated amortisation
and impairment

(7,056)

(50,452)

(127,449)

–

(119,915)

(12,086)

(316,958)

Net carrying amount

23,799

79,991

105,100

1,971

273,785

6,844

491,490

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Accounting Policy
Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation and amortisation is calculated on a straight-line basis over the estimated useful life of the asset as follows:

•

freehold buildings – 20 to 60 years

• other production equipment – up to 15 years

•

leasehold improvements – lease term

right-of-use property – lease term

right-of-use plant and equipment – up to 6 years

• plant and equipment – 2 to 15 years

• computer equipment – up to 6 years.

The assets’ residual values, useful lives and amortisation methods are reviewed and adjusted as appropriate each year end.

Impairment

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances
indicate the carrying value may not be recoverable. The recoverable amount is the greater of fair value less costs to sell and
value in use. The recoverable amounts are based on the present value of expected future cash flows. For an asset that does
not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which
the asset belongs. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the
assets or cash-generating units are written down to their recoverable amount. Refer to Note 3.6 for details of CGU recoverable
amount assessment.

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3. Operating assets and liabilities continued

Accounting Policy continued

Disposal

An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are
expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the
difference between the net disposal proceeds and the carrying amount of the item) is included in the Statement of Profit or Loss
and Other Comprehensive Income in the year the item is derecognised.

Assets held for sale

The Group classifies non-current assets and disposal groups as held for sale or for distribution to equity holders of the parent
if their carrying amounts will be recovered principally through sale or a distribution rather than through continuing use. Such
non-current assets and disposals are measured at the lower of their carrying amount and fair value less costs to sell or to
distribute. Costs to sell or distribute are the incremental costs directly attributable to the sale or distribution, excluding finance
costs and income tax expense.

The criteria for held for sale or for distribution classification is regarded as met only when the sale or distribution is highly
probable and the asset or disposal group is available for immediate sale or distribution in its present condition. Management must
be committed to the sale or distribution expected within one year from the date of the classification.

Property, plant and equipment and intangible assets are not depreciated or amortised once classified as held for sale or
distribution.

Key judgements, estimates and assumptions

The Group has applied certain judgements including which contractual arrangements represent a lease, the period over which the
lease exists, the variability of future cash flows and the applicable incremental borrowing rates used to calculate the lease liability
and related lease asset.

102 Nine Entertainment Co.

3.6 Intangible assets

Year ended 30 June 2023

At 1 July 2022, net of accumulated
amortisation and impairment

Purchases

Finalisation of Purchase Price
Allocation (Note 6.1)

Disposals

Impairment

Amortisation expense

At 30 June 2023, net of
accumulated amortisation and
impairment

Year ended 30 June 2022

At 1 July 2021, net of accumulated
amortisation and impairment

Purchases

Acquisition through business
combination (Note 6.1)

Disposals

Amortisation expense

At 30 June 2022, net of
accumulated amortisation and
impairment

Goodwill
$’000

Licences2
$’000

Mastheads and
Brand Names
$’000

Customer
relationships
$’000

Software1
$’000

Total
$’000

1,149,027

598,471

562,460

112,222

90,105

2,512,285

–

(67,994)

–

(567)

–

(73,337)

–

77,254

14,466

43,344

31,784

21,600

(471)

–

(388)

(859)

(5,088)

(78,992)

–

(1,399)

(21,976)

(59,757)

(83,132)

1,080,466

525,134

575,056

133,590

133,910

2,448,156

888,949

598,471

562,739

134,371

81,911

2,266,441

–

260,078

–

185

–

(464)

–

55,987

3,504

263,767

(73)

(22,149)

(51,224)

(73,837)

1,149,027

598,471

562,460

112,222

90,105

2,512,285

1. Capitalised development costs of software being, in part, an internally generated intangible asset.

2. In the year ended 30 June 2023, an impairment charge of $73.3 million for licences was recognised in relation to the Radio CGU and was classified as Specific Items – refer to

Note 2.4 for details.

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3. Operating assets and liabilities continued

Goodwill
$’000

Licences
$’000

Mastheads and
Brand Names
$’000

Customer
relationships
$’000

Software
$’000

Total
$’000

At 30 June 2023, net of accumulated
amortisation and impairment

Cost (gross carrying amount)

2,590,283

651,745

1,679,678

241,936

376,188

5,539,830

Accumulated amortisation and
impairment

(1,509,817)

(126,611)

(1,104,622)

(108,346)

(242,278)

(3,091,674)

Net carrying amount

1,080,466

525,134

575,056

133,590

133,910

2,448,156

At 30 June 2022, net of accumulated
amortisation and impairment

Cost (gross carrying amount)

2,658,277

651,745

1,665,683

198,592

267,539

5,441,836

Accumulated amortisation and
impairment

(1,509,250)

(53,274)

(1,103,223)

(86,370)

(177,434)

(2,929,551)

Net carrying amount

1,149,027

598,471

562,460

112,222

90,105

2,512,285

3.6(a) Allocation of non-amortising intangibles and goodwill

The Group has allocated intangibles and goodwill to the following cash generating units (“CGUs”):

Year ended 30 June 2023

Total TV

NBN

Stan

Domain2

Metropolitan Media

Nine Radio

Other1

Goodwill
$’000

Licences
$’000

Mastheads and
Brand Names
$’000

–

3,300

315,302

635,836

105,052

457,884

11,000

–

56,250

20,976

–

71,452

419,191

84,413

–

Total licences and goodwill as at 30 June 2023

1,080,466

525,134

575,056

Year ended 30 June 2022

Total TV

NBN

Stan

Domain

Metropolitan Media

Nine Radio

Other1

–

3,300

315,302

704,397

105,052

457,884

11,000

–

129,587

20,976

–

71,452

406,595

84,413

–

Total licences and goodwill as at 30 June 2022

1,149,027

598,471

562,460

1. Other goodwill is made up of Nine.com.au $6.7 million (June 2022: $6.7 million) and PedestrianTV $14.3 million (June 2022: $14.3 million).

2. Domain goodwill has reduced following finalisation of the purchase price allocation exercise. Refer to Note 6.1.

104 Nine Entertainment Co.

3.6(b) Determination of recoverable amount

The recoverable amount of the CGUs is determined based on Value-in-use calculations using discounted cash flow projections based
on financial forecasts covering a five-year period with a terminal growth rate applied thereafter, with the exception of the Domain CGU
which is based on fair value less cost of disposal calculations (and which is classified within Level 3 of the fair value hierarchy) using
cash flow projections for up to ten years and a terminal growth rate applied thereafter.

As at 30 June 2023, the Group determined Total TV, NBN, Stan, Domain, Metropolitan Media and Nine Radio and each of the
components of Other (Nine.com.au and Pedestrian TV) to be CGUs subject to an annual impairment test.

The Group performed its annual impairment test in June 2023 for each CGU. The cash flow projections which are used in determining
any impairment require management to make significant estimates and judgements. Each of the assumptions is subject to significant
judgement about future economic conditions and the ongoing structure of markets in which the CGUs operate. Forecasted cashflows
are risk-adjusted allowing for estimated changes in the business, the competitive trading environment and potential changes in
customer behaviour.

During the year to 30 June 2023, the ongoing demand for goods and services following the COVID-19 pandemic market recovery,
as well as supply constraints created by both the pandemic and current world events, has led to inflation in major economies globally.
This has lead to increased cash rates as central banks seek to return inflation to target, as well as macro economic uncertainty which
has impacted the majority of the markets in which Nine operate. Consequently, managements expectation of the impact of current
economic conditions have been incorporated when determining the recoverable amount of CGUs.

3.6(c) Impairment losses recognised

As a result of impairment analysis performed at 30 June 2023, management identified an impairment in the Nine Radio CGU of
$84.5 million which reflects an increase in the discount rate applied to the CGU, as well as the estimated impact of the current macro-
economic environment on future advertising revenue. As a result, radio licenses ($73.3 million), software ($0.8 million) and property,
plant and equipment ($10.4 million) have been impaired. This impairment charge is included within Expenses in the Statement of Profit
and Loss and Other Comprehensive Income, and has been disclosed as a specific item in Note 2.4. There is headroom in the Group’s
remaining CGUs.

3.6(d) Key assumptions

Operating cash flow projections have been determined based on expectations of future performance, considering recent trading.
Significant assumptions used in the impairment testing are inherently subjective and in times of economic uncertainty the degree of
subjectivity is higher than it might otherwise be. Changes in certain assumptions can lead to significant changes in the recoverable
amount of these assets.

In the context of this uncertain environment, the Group has based its impairment testing upon conditions existing at 30 June 2023 and
what the Directors believe can reasonably be expected at that date. Key assumptions in the cash flows include revenue growth, cost of
sales and operating expenses. These assumptions take into account management’s expectations of market demand and operational
performance.

The key assumptions on which management has based its cash flow projections when determining the value in use calculations for
each CGU are set out below. Management has applied its best estimates to each of these variables but cannot warrant their outcome.

Total TV

• The advertising market for metro FTA television reflects management’s expectation of single-digit decline in the short term to
medium term in line with market maturity and management’s expectations of market development. The advertising market for
broadcast video-on-demand is expected to exhibit double-digit growth over the short to medium term consistent with industry
market participant expectations.

• Nine Network’s share of the Metro FTA, and 9Now’s share of the broadcast Video-on-Demand, advertising markets in future years is
estimated after consideration of recent audience performance in key demographics, revenue share performance and the impact of
investment in content.

• Expenditure is assumed to show low single-digital growth over the life of the model, to support the forecast growth in revenue.

• The pre-tax discount rate applied to the cash flow projections was 14.91% (30 June 2022: 14.91%) which reflects current market

assessment of the time value of money and the risks specific to the relevant segments in which the CGU operates.

• Terminal growth rate of 1.00% (30 June 2022: 1.00%).

Annual Report 2023 105

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3. Operating assets and liabilities continued

Metropolitan Media:

• Revenue is forecast to show slight growth in the medium term based on market maturity and is in line with industry trends and

management’s expectation of market development.

• Expenditure is assumed to show low single-digital growth over the life of the model, to support the forecast growth in revenue.

• The pre-tax discount rate applied to the cash flow projections was 15.62% (30 June 2022: 14.99%) which reflects current market

assessment of the time value of money and the risks specific to the relevant segments in which the CGU operates.

• Terminal growth rate of 0.0% (30 June 2022: 0.0%) consistent with industry forecasts specific to the CGU.

Nine Radio:

• Revenue is based on assumptions around linear and digital market growth and market share by station, considering past

performance and trends, and reflects management’s expectation of single-digit growth in the short to medium term.

• Expenditure is assumed to increase over the life of the model, to support the forecast growth in revenue.

• The pre-tax discount rate applied to the cash flow projections was 16.65% (30 June 2022: 15.40%) which reflects current market
assessment of the time value of money and the risks specific to the cash flow projections applicable to the relevant licence.

• Terminal growth rate of 1.5% (30 June 2022: 1.5%) consistent with industry forecasts specific to the CGU.

Stan:

• Revenue growth is in line with subscription video-on-demand business industry trends, taking account of recent investment in the

diversification of content.

• Expenditure is assumed to increase over the life of the model, to support the forecast growth in revenue.

• The pre-tax discount rate applied to the cash flow projections was 15.23% (30 June 2022: 14.71%) which reflects current market

assessment of the time value of money and the risks specific to the Australian subscription video-on-demand market.

• Terminal growth rate of 3.5% (30 June 2022: 3.5%) consistent with industry forecasts specific to the CGU.

domain:

The key assumptions on which management has based its cash flow projections when determining the fair value less cost of disposal
calculations for Domain are as follows:

• Revenue growth is in line with digital business industry trends, market maturity and management’s expectations of market

development.

• Expenditure is assumed to increase over the life of the model, to support the forecast growth in revenue.

• The pre-tax discount rate applied to the cash flow projections was 14.75% (30 June 2022: 13.55%) which reflects current market

assessment of the time value of money and the risks specific to the relevant market in which the CGU operates.

• Terminal growth rate of 2.5% (30 June 2022: 2.5%) consistent with industry forecasts specific to the CGU.

NBN:

• The advertising market for regional FTA television reflects management’s expectation of single-digit decline in the short term to

medium term in line with market maturity and management’s expectations of market development.

• Expenditure is assumed to remain relatively flat over the life of the model.

• The pre-tax discount rate applied to the cash flow projections was 16.80% (30 June 2022: 15.50%) which reflects current market

assessment of the time value of money and the risks specific to the regional free-to-air television market.

• Terminal growth rate of 0.0% (30 June 2022: 0.0%).

Nine.com.au:

• The digital platforms within this CGU are forecast to be challenged in line with market maturity and management’s expectations

of market development.

• Expenditure is assumed to decline in line with revenue over the life of the model.

• The pre-tax discount rate applied to the cash flow projections was 17.12% (30 June 2022: 16.18%) which reflects current market

assessment of the time value of money and the risks specific to the digital display market.

• Terminal growth rate of 0.0% (30 June 2022: 0.0%).

106 Nine Entertainment Co.

Pedestrian TV:

• The digital advertising market reflects management’s expectation of single-digit growth over the short to medium term in line with

digital business industry trends, market maturity and management’s expectations of market development.

• Expenditure is assumed to increase over the life of the model, to support the forecast growth in revenue.

• The pre-tax discount rate applied to the cash flow projections was 15.10% (30 June 2022: 15.65%) which reflects current market

assessment of the time value of money and the risks specific to the digital display market.

• Terminal growth rate of 2.0% (30 June 2022: 2.0%).

For the purpose of impairment testing, intangible assets with indefinite lives, including goodwill, are allocated to the Group’s operating
divisions which represent the lowest level within the Group at which the assets are monitored for internal management purposes.

3.6(e) Sensitivity

The estimated recoverable amounts of the CGUs represent Management’s assessment of future performance based on historical
performance and expected future economic and industry conditions.

• The recoverable amount of the Total TV and NBN CGUs are in excess of the carrying amounts of intangible and tangible assets

of the respective CGUs. The excess is deemed to relate to previously impaired goodwill, which cannot be reversed according to
Australian Accounting Standards. Any reasonable adverse change in key assumptions would not lead to impairment.

• The recoverable amount of the Stan, Domain, Metropolitan Media, Nine.com.au, PedestrianTV CGUs are in excess of the carrying
amounts of intangible and tangible assets of the respective CGUs. Any reasonable adverse change in key assumptions would not
lead to impairment.

• The estimated recoverable amount of the Nine Radio CGU is equal to the carrying value, following the impairment charge noted
above. Any future event that results in adverse changes to forward assumptions would accordingly result in further impairment.
The following changes to the impairment assessment of this CGU are considered reasonably possible and would increase the
impairment charge, assuming all other assumptions are held constant, by the following amounts:

Assumption ($ million)

2.50% reduction in forecast revenue growth per annum

1.00% increase in the pre-tax discount rate

1.00% reduction in the terminal growth rates

Nine Radio

(21.7)

(4.0)

(3.2)

Together any adverse changes in the key assumptions would cumulatively result in a more significant additional impairment impact.
However, the sensitivity analysis does not take into consideration any steps which management would take to mitigate the impact of
these changes on the business.

Accounting Policy

Goodwill

Goodwill on acquisition is initially measured at cost, being the excess of the cost of the business combination over the Group’s
interest in the net fair value of the identifiable assets and liabilities. Following initial recognition, goodwill is measured at cost less
any accumulated impairment losses. Goodwill is not amortised.

As at the acquisition date, any goodwill acquired is allocated to each of the cash-generating units expected to benefit from the
combination’s synergies.

Goodwill is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying
value may be impaired. Impairment is determined by assessing the recoverable amount of the cash-generating unit to which the
goodwill relates. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss
is recognised.

Annual Report 2023 107

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3. Operating assets and liabilities continued

Accounting Policy continued

Licences

Licences are carried at cost less any accumulated impairment losses. The Directors regularly assess the carrying value of licences
to ensure they are not carried at a value greater than their recoverable amount. No amortisation is provided against these assets
as the Directors consider that the licences are indefinite life intangible assets.

Mastheads and Brand Names

The Group’s mastheads and brand names operate in established markets with limited licence conditions and are expected to
continue to complement the Group’s new media initiatives. On this basis, the Directors have determined that the majority of
mastheads and brand names have indefinite useful lives as there is no foreseeable limit to the period over which the assets are
expected to generate net cash inflows for the Group. These assets are not amortised but are tested for impairment annually.

Customer Relationships

Customer relationships purchased in a business combination are amortised on a straight-line basis over their useful lives, which
are between five and fifteen years.

Other intangible assets

Intangible assets acquired separately are capitalised at cost, and from a business combination are capitalised at fair value as at
the date of acquisition. Following initial recognition, the cost model is applied to the class of intangible assets.

Costs incurred to develop software for internal use and websites are capitalised and amortised over the estimated useful life
of the software or website. Costs related to design or maintenance of software for internal use and websites are expensed
as incurred.

Software-as-a-Service (SaaS) arrangements are arrangements in which the Group does not currently control the underlying
software used in the arrangement. Where expenditure relates to SaaS arrangements, an assessment is undertaken to determine
if this can be capitalised. Where costs incurred to configure or customise SaaS arrangements result in the creation of a resource
which is identifiable, and where the company has the power to obtain the future economic benefits flowing from the underlying
resource and to restrict the access of others to those benefits, such costs are recognised as a separate intangible software asset
and amortised over the useful life of the software on a straight-line basis.

Only intangible assets with a finite life are amortised.

Intangible assets are tested for impairment where an indicator of impairment exists, and annually in the case of indefinite
life intangibles, either individually or at the cash generating unit level. Useful lives are also examined on an annual basis and
adjustments, where applicable, are made on a prospective basis.

Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognised in the Statement of Profit or Loss and Other Comprehensive
Income when the asset is derecognised.

Key judgements, estimates and assumptions

The Group determines whether goodwill, and other identifiable intangible assets with indefinite useful lives, are impaired at least
on an annual basis. Other intangible assets are reviewed at least annually to determine whether any indicators of impairment exist,
and if necessary an impairment analysis is performed. Impairment testing requires an estimation of the recoverable amount of the
cash generating units to which the goodwill and other intangible assets with indefinite useful lives are allocated. Refer above for
key assumptions used.

108 Nine Entertainment Co.

3.7 Provisions

At 1 July 2022

Arising during the period

Utilised during the period

Reversal during the period

At 30 June 2023

Represented by:

Current

Non-current

At 30 June 2023

Employee
entitlements
$’000

Onerous
contracts
$’000

149,805

68,581

(76,722)

(3,466)

138,198

122,784

15,414

138,198

Other1
$’000

69,796

17,769

(25,083)

–

17,572

1,842

(9,249)

–

10,165

62,482

8,408

1,757

10,165

61,410

1,072

62,482

Total
$’000

237,173

88,192

(111,054)

(3,466)

210,845

192,602

18,243

210,845

Included in other provisions are defamation provisions $30.9 million (June 2022: $32.5 million), content and royalties provisions $29.5 million (June 2022: $28.6 million),
provision for property $0.9 million (June 2022: $4.6 million), disposal related provisions $0.6 million (June 2022: $2.7 million) and provisions for restructuring $0.6 million
(June 2022: $1.4 million).

Employee
entitlements
$’000

Onerous
contracts
$’000

133,897

60,488

(42,186)

(2,394)

16,909

14,481

(13,818)

–

Other
$’000

59,460

27,974

(17,638)

–

149,805

17,572

69,796

135,567

14,238

149,805

13,067

4,505

17,572

67,290

2,506

69,796

Total
$’000

210,266

102,943

(73,642)

(2,394)

237,173

215,924

21,249

237,173

At 1 July 2021

Arising during the period

Utilised during the period

Reversal during the period

At 30 June 2022

Represented by:

Current

Non-current

At 30 June 2022

Accounting Policy

Provisions

Provisions are recognised when the Group has a legal or constructive obligation to make a future sacrifice of economic benefits
to other entities as a result of past transactions or other events, it is probable that a future sacrifice of economic benefit will be
required and a reliable estimate can be made of the amount of the obligation.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks
specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a
borrowing cost.

Annual Report 2023 109

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3. Operating assets and liabilities continued

Accounting Policy continued

Employee entitlements

Provision is made for employee benefits accumulated as a result of employees rendering services up to balance date including
related on-costs. The benefits include wages and salaries, incentives, compensated absences and other benefits, which are
charged against profits in their respective expense categories when services are provided or benefits vest with the employee.

The provision for employee benefits is measured at the remuneration rates expected to be paid when the liability is settled.
Benefits expected to be settled after 12 months from the reporting date are measured at the present value of the estimated future
cash outflows to be made in respect of services provided by employees up to the reporting date.

The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of
expected future payments to be made in respect of services provided by employees up to the reporting date using the projected
unit credit method.

Consideration is given to expected future wage and salary levels, experience of employee departures, and years of service.
Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and
currencies that match, as closely as possible, the estimated future cash outflows.

Onerous contracts

The Group is carrying provision for onerous contracts (other than property contracts) where, due to changes in market conditions,
the expected benefit derived from the contract is lower than the committed contractual terms.

Other

Other provisions include:

• Defamation, content and royalty provisions, estimated based on the expected costs to be incurred.

• Disposal related provisions, including Events contra advertising, based on related disposal agreements.

• Property leases, other than those accounted for in accordance with AASB 16, are considered to be an onerous contract if the

unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under
it. Where a decision has been made to vacate the premises or there is excess capacity and the lease is considered to be
onerous, a provision is recorded.

• Amounts payable in connection with restructuring, including termination benefits, on-costs, outplacement and consultancy
services. Termination benefits are payable when employment is terminated before the normal retirement date, or when an
employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when
it is demonstrably committed to either terminating the employment of current employees according to a detailed formal
plan without possibility of withdrawal or providing termination benefits as a result of an offer made to encourage voluntary
redundancy.

Key judgements, estimates and assumptions

Onerous contract provisions

The Group has recognised onerous contract provisions in relation to various content and property lease contracts where the cost
exceeds the economic benefit expected to be derived from the contract. Due to the uncertainties in estimating expected future
economic benefits, future actual performance may differ from the amounts provided.

defamation Provision

The Group has recognised a defamation provision related to a number of ongoing claims and proceedings against the Group.
This provision is calculated based on Management’s best estimate of the costs expected to be incurred. Due to the uncertainties
inherent in estimating such claims and proceedings, the actual costs may differ from the amounts provided.

110 Nine Entertainment Co.

3.8 Commitments

Year ended 30 June 2023

Capital expenditure

Lease commitments – Group as lessee

Lease commitments – Group as lessor1

<1 year
$’000

1-5 years
$’000

>5 years
$’000

Total
$’000

6,556

23,505

(5,422)

–

48,964

33,536

–

6,556

106,005

(5,422)

Television and Subscription Video on Demand program
and sporting broadcast rights

422,907

1,024,902

240,634

1,688,443

Total Commitments

447,546

1,073,866

274,170

1,795,582

Year ended 30 June 2022

Capital expenditure

Lease commitments – Group as lessee

Lease commitments – Group as lessor1

<1 year
$’000

1-5 years
$’000

>5 years
$’000

Total
$’000

3,632

16,748

(8,445)

–

47,089

(5,354)

–

34,161

–

3,632

97,998

(13,799)

Television and Subscription Video on Demand program
and sporting broadcast rights

343,597

789,151

53,872

1,186,620

Total Commitments

355,532

830,886

88,033

1,274,451

1. The Group has commercial subleases on office premises and amounts disclosed above represent the future minimum rentals receivable under non-cancellable

operating leases.

Lease commitments include lease of land and buildings where the lease term has not yet commenced and outgoings where the
application of AASB 16 is not applicable. Renewal terms are included in certain contracts, whereby renewal is at the option of the
specific entity that holds the lease. On renewal, the terms of the leases are usually renegotiated. There are no restrictions placed
upon the lessee by entering into these leases.

Television and Subscription Video on Demand program and sporting broadcast rights commitments relate to future committed
expenditure for long-term content rights contracts which the Group is party to at the reporting date. Commitments include FTA
Television, Broadcast Video on Demand and Subscription Video on Demand content.

Annual Report 2023 111

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3. Operating assets and liabilities continued

3.9 Leases
The Group leases various properties, equipment and motor vehicles in Australia. Refer to Note 3.5 for details of right-of-use assets
and Note 4.1 for details of lease liabilities held by the Group.

Short-term leases and leases of low-value assets

The Group applies the short-term and low-value lease exemptions and therefore does not recognise ROU assets or lease liabilities
on such leases. Instead, lease payments associated with these leases are recognised as an expense on a straight-line basis over the
lease term.

The following are the amounts recognised in the Consolidated Statement of Profit or Loss:

Depreciation expenses of right-of-use assets

Interest expense on lease liabilities

Expense relating to short-term leases

Expense relating to leases of low-value assets

Total amount recognised in profit or loss

Future rental payments

30 June 2023
$’000

30 June 2022
$’000

38,316

14,190

320

593

40,871

14,448

493

53,419

55,828

Set out below are the undiscounted future rental payments relating to periods following the exercise date of extension and termination
options. These amounts are not included in the lease liability and would be payable should those options be exercised:

Extension options expected not to be exercised

Termination options expected to be exercised

At 30 June 2023

Within
five years
$’000

More than
five years
$’000

Total
$’000

4,297

–

4,297

473,153

477,450

–

473,153

477,450

Extension options expected not to be exercised

6,537

475,000

481,537

Termination options expected to be exercised

At 30 June 2022

–

6,537

475,000

481,537

Set out below is the carrying amounts of ROU assets and lease liabilities and the related movements in these balances during the year:

Balance at the beginning of the year

Additions

Disposals/Modifications

Transfers

Depreciation

Impairment

Interest expense

Lease payments

At 30 June 2023

112 Nine Entertainment Co.

Right of use
Assets
$’000

Lease
Liabilities
$’000

280,629

(382,740)

29,731

(29,731)

(221)

–

(38,316)

(8,242)

–

(14,190)

56,306

263,581

(370,356)

4. Capital structure and management

4.1 Financial Liabilities

Current

Lease liabilities

Bank facilities unsecured

Total current financial liabilities

Non-current

Lease liabilities

Bank facilities unsecured

Total non-current financial liabilities

100% Owned Facilities

30 June 2023
$’000

30 June 2022
$’000

36,607

99,429

136,036

333,749

543,454

877,203

35,360

79,772

115,132

347,380

398,135

745,515

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In December 2022, the Group refinanced its debt facilities for its wholly owned subsidiaries, entering into a new $750 million
(30 June 2022: $625 million) syndicated bank facility which is comprised of a $100 million working capital facility expiring in
December 2023, a $225 million revolving facility expiring in December 2025, a $225 million revolving facility expiring in December
2026, and a $200 million facility expiring in Dec 2027. The debt refinance was determined to be a substantial modification under
AASB Finance Instruments and as such all remaining capitalised borrowings costs related to the old facility, totalling $0.5 million,
were expensed during the year. At 30 June 2023, $426 million (30 June 2022: $260 million) of the syndicated facilities was drawn.

A $33.3 million bank guarantee facility is also available to the Group’s 100% owned subsidiaries on a rolling annual basis. As of
30 June 2023, $24.0 million was drawn (30 June 2022: $28.6 million).

The corporate facilities available to the Group for its 100% owned subsidiaries are provided by a syndicate of banks and financial
institutions. The interest rate for drawings under these facilities is the applicable bank bill rate plus a credit margin.

These facilities are supported by guarantees from most of the Company’s wholly-owned subsidiaries (refer to Note 6.3) but are
otherwise provided on an unsecured basis. These facilities impose various affirmative and negative covenants on the Company and
the Group, including restrictions on encumbrances, and customary events of default, including a payment default, breach of covenants,
cross-default and insolvency events.

As part of the corporate facilities, the Group is subject to certain customary financial covenants measured on a six monthly basis.
The Group has been in compliance with its financial covenant requirements during the year ended 30 June 2023.

Domain

Domain Group is party to a $355.0 million syndicated bank facility which is available to a controlled entity, Domain Holdings Australia
Limited (Domain). This facility consists of tranches maturing in December 2025 ($215.0 million) and December 2026 ($140.0 million).

The interest rate for drawings under this facility is the applicable bank bill rate plus a credit margin. At 30 June 2023, $220.0 million
(30 June 2022: $220.0 million) was drawn on this facility.

Domain is subject to certain customary financial covenants measured on a six monthly basis. Domain has been in compliance with its
financial covenant requirements during the year ended 30 June 2023.

Accounting Policy
All loans and borrowings are initially recognised at cost, being the fair value of the consideration received net of incremental issue
costs associated with the borrowing. After initial recognition, interest bearing loans and borrowings are subsequently measured at
amortised costs using the effective interest method.

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NOTES TO THE CONSOLIDATED FINANCIAL S TATEMENTS

4. Capital structure and management continued

4.2 Share capital

Issued share capital

Ordinary shares authorised and fully paid

Movements in issued share capital – ordinary shares

30 June 2023
$’000

30 June 2022
$’000

1,958,642

2,111,752

1,958,642

2,111,752

Carrying amount at the beginning of the financial period

2,111,752

2,122,146

Purchase of rights plan shares

Share buy backs

Vesting of Rights Plan shares (Note 4.4)

–

(154,011)

901

(12,114)

–

1,720

Carrying amount at the end of the financial period

1,958,642

2,111,752

The movement in total issued share capital during the year ended 30 June 2023 is as follows:

Balance at beginning of the financial period

Share buy back

Balance at the end of the financial period

30 June 2023
No. of shares

30 June 2022
No. of shares

1,705,393,253

(77,686,472)

–

1,627,706,781

1,705,393,253

During the year ended 30 June 2023, the Group commenced an on-market buyback of up to 10 percent of the Group’s issued share
capital as at 30 June 2022. As at 30 June 2023, a total of 77,686,472 shares were purchased at an average price of $1.98 per share.

At 30 June 2023, a trust controlled by the Company held 4,037,680 (30 June 2022: 5,209,131) ordinary fully paid shares in the
Company. During the period, nil shares (2022: 4,561,562 shares) were acquired by the Trust. Shares are purchased for the purpose
of allowing the Group to satisfy performance rights obligations and short-term incentive obligations to certain senior management of
the Group.

Terms and Conditions of Contributed Equity

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up or sale of the Company in proportion to
the number of shares held.

Accounting Policy
Ordinary shares are classified as equity. Issued capital is recognised at the fair value of the consideration received by the Group, less
transaction costs. The Group provides remuneration to senior management in the form of share-based payments, whereby employees
render services as consideration for equity instruments. The transactions of these share-based payments are settled through a
plan trust and are treated as being executed by the Group (an external third party acts as the Group’s agent) in the Group’s financial
statements. Where shares to satisfy the Rights Plan are purchased by the plan trust, the consideration paid is deducted from total
shareholders’ equity and the shares are treated as treasury shares until they are subsequently vested, sold, reissued or cancelled.
Where such shares are vested, sold or reissued, any consideration received is included in shareholders’ equity.

114 Nine Entertainment Co.

4.3 Dividends paid and proposed

4.3(a) Dividends appropriated during the financial year

During the year, Nine Entertainment Co. Holdings Limited (“Nine”) paid an interim dividend of 6.0 cents per share, fully franked
(amounting to $100,182,690) in respect of the year ended 30 June 2023 and a dividend of 7.0 cents per share, fully franked (amounting
to $119,377,528) in respect of the year ended 30 June 2022.

4.3(b) Proposed Dividends on Ordinary Shares not recognised as a liability

Since the year end, the Directors have proposed a dividend, fully franked of 5.0 cents per share amounting to $81,385,339 to be paid
in October 2023 (2022: fully franked dividend of 7.0 cents per share amounting to $119,377,528).

4.3(c) Franking credits available for subsequent years

The franking credits available for subsequent years as at 30 June 2023 was $115,599,746 (2022: $74,315,049). This balance represents
the franking account balance as at 30 June 2023. After adjusting for franking credits which arise from the payment of income tax
payable balances as at the end of the financial year, the franking account balance is $118,322,092.

Nine had an exempting account balance of $41,069,000 for the year ended 30 June 2023 (2022: $41,069,000). Nine became a
former exempting entity as a consequence of the IPO in December 2013. As a result, Nine’s franking account balance at that time was
transferred to an exempting account. Exempting credits will generally only be of benefit to certain foreign resident shareholders by
providing an exemption from Australian dividend withholding tax. The exempting credits will generally not give rise to a tax offset for
Australian resident shareholders.

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Accounting Policy
A provision for dividends is not recognised as a liability unless the dividends are declared, determined or publicly recommended
on or before the reporting date.

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Annual Report 2023 115

NOTES TO THE CONSOLIDATED FINANCIAL S TATEMENTS

4. Capital structure and management continued

4.4 Share-based payments
Under the executive long-term incentive plan for Nine Entertainment Co. Holdings Limited (“parent entity” or “NEC”), performance
rights (“NEC Rights”) have been granted to executives and other senior management who have an impact on the Group’s performance.
On satisfaction of vesting conditions, each NEC Right will convert to a share in the parent entity on a one-for-one basis or entitle the
Participant to receive cash to the value of a share. Details of the plan are included in the Remuneration Report on pages 56 to 75.
In addition, there are long-term incentive plans in Domain Group; further details of Domain Group’s employee share plans are detailed
in the Domain Group annual report for the year ended 30 June 2023.

The total expense (pre tax) recognised for share based payments during the financial period for the Group was $6,414,875 (2022:
$12,044,764), of which $2,449,392 (2022: $7,998,247) relates to Domain Group. The share based payments reserve includes amounts
relating to on-foot schemes of Domain Group totalling $10.7 million (2022: $13.6 million).

Movement during the period

The following table sets out the number of NEC Rights outstanding as at 30 June:

Outstanding at 1 July

Granted during the year

Forfeited during the year1

Vested

Lapsed during the period

Outstanding at 30 June2

30 June 2023
Number

30 June 2022
Number

6,156,372

6,614,132

2,943,337

2,328,964

–

(1,085,940)

(824,789)

(490,475)

(933,610)

(1,471,460)

7,080,159

6,156,372

1. These NEC Rights were forfeited by executives that left during the period.

2. This includes 450,797 (2022: 1,291,006) NEC Rights in relation to executives that left in prior years which may be cash settled if they vest at the end of the testing period.

2,167,293 (2022: 2,102,264) of the performance rights have been issued with approval under ASX Listing Rule 10.14.

2,158,726 rights vested subsequent to the period end which were measured based on performance up to 30 June 2023. This includes
450,797 (2022: 496,266) NEC Rights in relation to executives that left in prior years which were cash settled.

During the period ended 30 June 2023, the Group awarded 581,329 shares (2022: 517,083) to senior management as part payment of
their short-term incentives for the year ended 30 June 2023. An expense of $1,230,682 was recognised in respect of these incentives
in the prior period (2022: $1,517,477).

Accounting Policy
The Group provides remuneration to senior management in the form of share-based payments, whereby employees render
services as consideration for equity instruments (equity-settled transactions).

The cost for equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate
valuation model. That cost is recognised in employee benefit expense, together with a corresponding increase in share-based
payment reserves, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense
recognised at each reporting date, until vesting date, reflects the extent to which the vesting period has expired. The share-based
payments can be settled with either cash or equity at the election of the Group.

Where terms of an individual’s share-based payment are modified to settle in cash, the cumulative expense is transferred from the
share-based payment reserve to Payables in the Statement of Financial Position.

116 Nine Entertainment Co.

4.5 Financial instruments

4.5(a) Financial risk management

The Group’s principal financial instruments, other than derivatives, comprise cash and short-term deposits and credit facilities (refer
to Notes 3.1 and 4.1). The main purpose of these financial instruments is to manage liquidity and to raise finance for the Group’s
operations. The Group has various other financial instruments, such as trade and other receivables and trade and other payables,
which arise directly from its operations.

The Group uses derivatives in accordance with Board approved policies to reduce the Group’s exposure to adverse fluctuations in
interest rates and foreign exchange rates. Derivative instruments that the Group uses to hedge risks such as interest rate, foreign
currency, and commodity price movements include:

•

interest rate swaps; and

forward foreign currency contracts.

The Group’s risk management activities are carried out centrally, under policies approved by the Board, in cooperation with the
Group’s operating units so as to maximise the benefits associated with centralised management of Group risk factors.

4.5(b) Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the
return to shareholders through the optimisation of net debt and total equity balances.

Capital risk management focuses on the maturity profile and stability of debt facilities. The Group’s capital structure is reviewed
to maintain:

• sufficient finance for the business at a reasonable cost;

• sufficient funds available to the business to implement its capital expenditure and business acquisition strategies; and

• compliance with all financial covenants.

Where excess funds arise with respect to the funds required to enact the Group’s business strategies, consideration is given to
repayment of debt, increased dividends or buy back of shareholder equity.

4.5(b)(i) Carrying value and Fair Values of Financial Assets and Financial Liabilities

The carrying value of a financial asset or liability will approximate its fair value where the balances are predominantly short-term in
nature, can be traded in highly liquid markets, and incur little or no transaction costs.

The carrying values of the following accounts approximate their fair value:

Account

Cash and cash equivalents

Trade and other receivables

Trade and other payables

Note

3.1

3.2

3.4

The Group uses various methods in estimating the fair value of a financial asset or liability. The different methods have been defined
as follows:

Level 1: The fair value is calculated using quoted prices in active markets.

Level 2: The fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for the asset or
liability, through valuation techniques including forward pricing and swap models and using present value calculations.
The models incorporate various inputs including credit quality of counterparties and foreign exchange spot rates, forward
rates and listed share prices. Fair values of the Group’s financial liabilities are determined by using a DCF method and a
discount rate that reflects the issuer’s borrowing rate as at the end of the reporting period.

Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

The fair values hierarchy has been determined as follows for financial assets and financial liabilities of the Group at 30 June 2023:

Level 1:

Investment in listed equities (Note 7.1).

Level 2: Forward foreign exchange contracts and financial liabilities (Note 4.1).

Level 3: Unlisted shares, CGU recoverable amount for Domain (Note 3.6(a)) and contingent consideration (Note 3.4).

Annual Report 2023 117

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4. Capital structure and management continued

There were no transfers between the Level 1, Level 2 and Level 3 fair value measurements during the year.

The following table lists the carrying values and fair values of the Group’s financial assets and financial liabilities at balance date:

2023

2022

Carrying Amount
$’000

Note

Fair Value
$’000

Carrying Amount
$’000

Fair Value
$’000

Derivative financial assets

Foreign exchange contracts – current

2,852

Foreign exchange contracts – non-current

–

Total derivative financial instruments – assets

2,852

Derivative financial liabilities

Foreign exchange contracts – current

Foreign exchange contracts – non-current

Total derivative financial instruments – liabilities

Bank facilities – current

1,038

142

1,180

1,038

142

1,180

3,214

1,333

4,547

1,721

406

2,127

3,214

1,333

4,547

1,721

406

2,127

Syndicated facility unsecured – at amortised cost

4.1

99,429

79,772

Bank facilities – non-current

Syndicated facility unsecured – at amortised cost

4.1

543,454

398,135

Total bank facilities

642,883

477,907

4.5(b)(ii) Market risk factors

The key risk factors that arise from the Group’s activities, including the Group’s policies for managing these risks, are outlined below.
Market risk is the risk that the fair value of future cash flows of the Group’s financial instruments will fluctuate because of changes in
market prices. The market risk factors to which the Group is exposed are discussed in further detail below.

Liquidity risk

Liquidity risk is the risk that the Group cannot meet its financial commitments as and when they fall due. To help reduce this risk, the
Group ensures it has readily accessible funding arrangements available.

The contractual maturity of the Group’s financial assets and other financial liabilities are shown in the following tables. The amounts
presented represent the future undiscounted principal and interest cash flows and therefore do not equate to the values shown in the
Statement of Financial Position.

118 Nine Entertainment Co.

Contractual maturity (nominal cash flows)

2023

2022

Less than
1 year
$’000

1 to
2 years
$’000

2 to
5 years
$’000

Over
5 years
$’000

Less than
1 year
$’000

1 to
2 years
$’000

2 to
5 years
$’000

Over
5 years
$’000

derivative – inflows

Foreign exchange contracts – current

2,852

Foreign exchange contracts –
non-current

–

derivative – outflows

Foreign exchange contracts – current

1,038

Option over controlled entity – current

Foreign exchange contracts –
non-current

–

142

Other financial assets1

Cash assets

119,676

–

3,214

–

1,333

–

1,721

–

351

–

153,464

–

Trade and other receivables

423,199

477

1,088

529

408,380

3,646

5,406

1,068

Other financial liabilities1

Trade and other payables

527,815

64,269

33,720

–

530,105

74,521

44,410

930

Lease liabilities

49,281

47,775

136,310

207,307

54,113

49,142

134,025

245,665

Contingent consideration

653

–

13,146

Bank facilities (including interest)2

135,369

32,649

572,486

–

24,701

–

15,079

94,777

191,017

234,285

–

1. For floating rate instruments, the amount disclosed is determined by reference to the interest rate at the last repricing date.

2. This assumes the amount drawn down at 30 June 2023 remains drawn until the facilities mature.

Interest rate risk

Interest rate risk refers to the risks that the value of a financial instrument or cash flows associated with the instrument will fluctuate due
to changes in market interest rates. Interest rate risk arises from interest-bearing financial assets and liabilities that the Group utilises.
Non-derivative interest bearing assets are predominantly cash. The Group’s debt facilities are all floating rate liabilities, which gives rise
to cash flow interest rate risks.

The Group’s risk management policy for interest rate risk seeks to minimise the effects of interest rate movements on its asset and
liability portfolio through active management of the exposures.

The Group maintains a mix of long-term and short-term debt to manage these risks as deemed appropriate. The Group designates
which of its financial assets and financial liabilities are exposed to a fair value or cash flow interest rate risk, such as financial assets
and liabilities with a fixed rate or financial assets and liabilities with a floating rate that is reset as market rates change.

Annual Report 2023 119

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4. Capital structure and management continued

At balance date, the Group had the following mix of financial assets and financial liabilities exposed to Australian floating interest rate
risk that were not in designated cash flow hedges:

2023

2022

Average
interest
rate
p.a.%

Floating
rate
$’000

Non-
interest
bearing
$’000

Average
interest
rate
p.a.%

Floating
rate
$’000

Non-
interest
bearing
$’000

Total
$’000

Financial assets

Cash and cash equivalents

3.23

119,676

–

119,676

0.43

153,464

–

153,464

Trade and other receivables

N/A

425,293

N/A

418,493

Financial liabilities

Trade and other payables

N/A

640,016

N/A

656,316

Lease liabilities

Syndicated facilities
– at amortised cost

3.95

370,356

5.94

642,883

–

370,356

3.88

382,740

642,833

3.27

477,907

–

382,740

477,907

Interest rate sensitivity analysis

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and
borrowings affected, after the impact of hedge accounting. Assuming the closing debt outstanding, with all other variables held
constant, the Group’s profit before tax is affected through the impact on floating rate borrowings as follows:

AUD

Effect on profit before tax

Increase/decrease
in basis points

2023
$’000

2022
$’000

+/-100

(6,460) / 6,460

(4,800) / 4,800

+/-200

(12,920) / 12,920

(9,600) / 9,600

The maximum exposure to credit risk is the carrying amount of current receivables. For those non-current receivables, the maximum
exposure to credit risk at the reporting date is the carrying amount of each class of receivables. Collateral is not held as security.

Foreign currency risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to contractual
payments for program rights in USD and EUR, and contractual receipts in USD. These transactions are highly probable.

The Group manages this foreign currency risk by entering into forward foreign exchange contracts. The foreign exchange forward
contracts are designated as cash flow hedges and are entered into for periods consistent with the foreign currency exposure of the
underlying transactions.

The foreign exchange forward contract balances vary with the level of expected foreign currency receipts and payments, and changes
in foreign exchange forward rates.

120 Nine Entertainment Co.

Effects of hedge accounting

The table below summarises the hedging instruments used to manage market risk:

Current assets

Foreign exchange contracts

Non-current assets

Foreign exchange contracts

Total derivative assets

Current liabilities

Foreign exchange contracts

Non-current liabilities

Foreign exchange contracts

Total derivative liabilities

30 June 2023
$’000

30 June 2022
$’000

2,852

3,214

–

2,852

1,333

4,547

1,038

1,721

142

1,180

406

2,127

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The following table summarises the impact of hedging instruments designated in hedging relationships on the consolidated Statement
of Financial Position:

$’000

Notional amount

Carrying amount
assets/(liabilities)

Changes in fair value used
for measuring ineffectiveness
for the year

2023

2022

2023

2022

2023

2022

Cash flow hedges

Foreign exchange risk

Forward contracts (buy USD)

US$30,219

US$39,814

Forward contracts (sell USD)

US$19,250

US$36,458

Forward contracts (buy EUR)

–

€742

2,852

(1,180)

–

4,547

(2,112)

(16)

–

The following table summarises the impact of hedged items designated in cash flow hedging relationships on the consolidated
Statement of Financial Position and the effect of the hedge relationships on other comprehensive income:

$’000

Cash flow hedge reserve

Changes in fair value used for
measuring ineffectiveness
for the year

Hedged gain/(loss) recognised
in comprehensive income

2023

2022

2023

2022

2023

2022

Cash flow hedges

Foreign exchange risk

Forward contracts

945

1,693

–

(748)

1,693

Annual Report 2023 121

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4. Capital structure and management continued

4.5(c) Credit risk exposures

Credit risk is the risk that a contracting entity will not complete its obligations under a financial instrument and cause the Group to
make a financial loss. The Group has exposure to credit risk on all financial assets included in the Group’s Statement of Financial
Position. To help manage this risk, the Group:

• has a policy for establishing credit limits; and

• manages exposures to individual entities it either transacts with or with which it enters into derivative contracts (through a system

of credit limits).

The Group’s credit risk is mainly concentrated across a number of customers and financial institutions. The Group does not have any
significant credit risk exposure to a single customer or group of customers, or individual institutions. Refer to Note 3.2 for details on the
Group’s policy on impairment, its ageing analysis of trade receivables and the allowance for expected credit losses.

Accounting Policy
The Group uses derivative financial instruments, such as interest rate swaps and foreign currency contracts, to hedge its risks
associated with interest rate and foreign currency fluctuations. Such derivative financial instruments are stated at fair value.

Derivative financial instruments are recognised initially at fair value on the date the instrument is entered into and are
subsequently remeasured at fair value or ‘mark to market’ at each reporting date. The gain or loss on remeasurement is
recognised immediately in profit or loss unless the derivative is designated as a hedging instrument, in which case the
remeasurement is recognised in equity.

Hedge accounting

Hedges are classified as fair value hedges when they hedge the exposure to changes in the fair value of a recognised asset or
liability, or cash flow hedges where they hedge exposure to variability in cash flows that is either attributable to a particular risk
associated with a recognised asset or liability or a forecasted transaction.

At inception of the hedge relationship, the Group formally designates the relationship between hedging instruments and hedged
items, as well as its risk management objective for undertaking various hedge transactions. The Group also documents its
assessment at hedge inception date, and on an ongoing basis, as to whether the derivatives that are used in hedging transactions
have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items.

The Group enters into hedge relationships where the critical terms of the hedging instrument are closely aligned with the terms of
the hedged item and a qualitative assessment is performed to assess effectiveness. If changes in circumstances affect the terms
of the hedged item, such as the terms are no longer closely aligned with the critical terms of the hedged instrument, a hypothetical
derivative method is used to assess effectiveness.

Cash flow hedge

A derivative or financial instrument hedging the exposure to variability in cash flows attributable to a particular risk associated
with an asset, liability or forecasted transaction. A cash flow hedge is used to swap variable interest rate payments to fixed interest
rate payments, or to lock in foreign currency rates in order to manage the Group’s exposure to interest rate risk and foreign
exchange risk.

The effective part of any gain or loss on the derivative financial instrument is recognised in other comprehensive income and
accumulated in equity in the cash flow hedge reserve. The change in the fair value that is identified as ineffective is recognised
immediately in profit or loss within other income or other expense. Amounts accumulated in equity are transferred to profit or loss
when the hedged item affects profit or loss.

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting,
any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is
ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that
was reported in equity is immediately transferred to profit or loss.

For derivatives that do not qualify for hedge accounting, any gains or losses arising from changes in fair value are taken to the
profit and loss.

122 Nine Entertainment Co.

5. Taxation

5.1 Income tax expense

Current tax expense

Deferred tax (benefit)/expense relating to the origination and reversal of temporary differences

Income tax expense

Reconciliation of tax expense to prima facie tax payable

Profit before income tax

Prima facie income tax expense/(benefit) at the Australian rate of 30%

Tax effect of:

Share of associates’ net loss/(profit)

Difference between tax and accounting adjustments from acquisition and disposal of investments

Impairments, write down of investments and revaluation of derivative financial instruments

Adjustments in respect of current income tax of previous years

Research and development tax offset

Other items – net

Income tax expense

5.2 Deferred tax assets and liabilities
Deferred tax relates to the following:

30 June 2023
$’000

30 June 2022
$’000

98,998

(18,437)

80,561

275,104

82,531

(70)

–

1,792

(1,189)

(2,849)

346

80,561

126,641

7,706

134,347

449,635

134,891

(538)

2,961

–

(1,752)

(1,500)

285

134,347

Consolidated statement
of financial position

Consolidated statement of profit or loss
and other comprehensive income

30 June 2023
$’000

30 June 2022
$’000

30 June 2023
$’000

30 June 2022
$’000

Employee benefits provision

Other provisions and accruals

Property, plant and equipment

Intangible assets

Tax losses2

Business related costs deductible over five years

Accelerated depreciation – program stock

Leases AASB 16

Other

38,763

41,743

13,541

37,178

43,510

10,184

(374,119)

(381,946)

8,507

3,851

(35,038)

31,811

2,083

24,792

15,507

(47,000)

32,246

(2,335)

Net deferred income tax liabilities

(268,858)

(267,864)

1,575

(1,796)

7,003

24,812

(16,285)

(12,896)

11,961

(431)

4,242

18,1851

3,867

(1,678)

(1,732)

7,658

(19,388)

(611)

1,109

8,315

(8,402)

(10,862)

1. Consists of $18,437,000 of deferred tax benefit to the Consolidated Statement of Profit or Loss offset by $252,000 of deferred tax expense recognised through equity

reserves. In addition, a deferred tax liability of $19,179,000 has been recognised in relation to the purchase price allocation of entities acquired by the Domain Group, with a
corresponding increase in goodwill recognised (refer to Note 6.1). 30 June 2022: consists of $7,706,000 of deferred tax expense to the Consolidated Statement of Profit or
Loss and $3,156,000 of deferred tax expense through equity reserves, mainly consisting of a share based payment reserve deferred tax expense of $2,913,000 and cash flow
hedge reserve expense of $726,000, offset by a defined benefit plan deferred tax benefit of $483,000.

2. The Group has capital losses of $18.9 million (30 June 2022: $15.0 million) available for future use. A deferred tax asset has not been recognised in respect of these losses as

the Group has no certainty that these will be utilised in future.

Annual Report 2023 123

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5. Taxation continued

Accounting Policy
Current tax liabilities are measured at the amount expected to be paid to the taxation authorities based on the current year’s
taxable income. The tax rules and tax laws used to compute the amount are those that are enacted at the balance date.

Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities
and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences:

• except where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not
a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or

•

in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint
ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the
temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and
unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary
differences, and the carry-forward of unused tax assets and unused tax losses, can be utilised except:

• where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of

an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit not taxable profit or loss; or

•

in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint
ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in
the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset
is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
reporting date.

Income taxes relating to items recognised directly in equity are recognised in other comprehensive income and not in the profit or
loss for the year.

Tax consolidation

Nine Entertainment Co. Holdings Limited (the “Company” or “Parent Entity”) and its 100% owned Australian subsidiaries
(collectively, the “Group”) are part of a tax consolidated group. As a result, members of the Group have entered into a tax
sharing arrangement in order to allocate income tax expense to the wholly-owned subsidiaries on a pro-rata basis. In addition,
the agreement provides for the allocation of income tax liabilities between the entities should the head entity default on its
tax obligations. At the balance date, the possibility of default is remote. The head entity of the tax consolidated group is Nine
Entertainment Co. Holdings Limited.

The Company has recognised the current tax liability of the tax consolidated group.

Members of the tax consolidated group are part of a tax funding agreement. The tax funding agreement provides for the
allocation of current and deferred taxes to members of the tax consolidated group in accordance with their taxable income for
the year. The allocation of taxes under the tax funding agreement is recognised as an increase/decrease in the subsidiaries’
intercompany accounts with the head entity. The Group has applied the group allocation approach to determine the appropriate
amount of current and deferred tax to allocate to each member of the tax consolidated group.

124 Nine Entertainment Co.

Accounting Policy continued

Other taxes

Revenues, expenses and assets are recognised net of the amount of GST except:

• where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the

GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

•

receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the
Statement of Financial Position.

Cash flows are included in the Statement of Cash Flows on a gross basis and the GST components of cash flows arising from
investing and financing activities, which are recoverable from, or payable to, the taxation authority, are classified as operating
cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation
authority.

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Annual Report 2023 125

NOTES TO THE CONSOLIDATED FINANCIAL S TATEMENTS

6. Group structure

6.1 Business combinations

Acquisitions for the year ended 30 June 2023

There were no acquisitions for the year ended 30 June 2023.

Acquisitions for the year ended 30 June 2022

The Domain Group gained control of the following entities and businesses during the year ended 30 June 2022:

Entity acquired

Principal activity

Insight Data Solutions and its
subsidiaries (IDS Group)

Provision of land and property valuation and insights and analytics
services to governments and financial institutions

Realbase Pty Ltd and its
subsidiaries (Realbase Group)

Campaign management technology platform in Australia and New
Zealand, providing services to real estate agents in relation to
property transactions

Date of
acquisition

15 October 2021

29 April 2022

Ownership
interest as at
30 June 2023

100%

126 Nine Entertainment Co.

Assets acquired and liabilities assumed

During the year ended 30 June 2023, management finalised the purchase price allocation for both acquisitions.

IDS Group
$’000

Realbase
$’000

Fair Value on Acquisition

Current Assets

Cash

Trade and other receivables

Total current assets

Non-current Assets

Right-of-use asset

Intangible assets

Property, plant and equipment

Deferred tax assets

Total non-current assets

Total assets

Current liabilities

Trade and other payables

Current tax liabilities

Provisions

Lease liabilities

Total current liabilities

Non-current liabilities

Provisions

Lease liabilities

Deferred tax liabilities

Total non-current liabilities

Total liabilities

Total identifiable net assets at fair value

Goodwill arising on acquisition

Total identifiable net assets and goodwill attributable to the domain Group

Purchase consideration

Cash paid

Contingent consideration1

Total purchase consideration

Net cash outflow on acquisition

Cash paid

Cash acquired

Total purchase consideration

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659

–

39,870

1,847

41,738

42,397

5,980

–

496

–

6,476

–

8,037

14,513

27,884

51,361

79,245

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$’000

54,720

24,525

79,245

IDS Group
$’000

(54,720)

622

1,937

3,386

5,323

1,587

53,233

205

2,441

57,466

62,789

11,590

1,804

1,099

280

14,773

225

1,370

14,268

15,863

30,636

32,153

140,723

172,876

Realbase
$’000

172,876

–

172,876

Realbase
$’000

(172,876)

1,937

(54,098)

(170,939)

Annual Report 2023 127

1. The contingent consideration of the IDS Group acquisition was remeasured as at 30 June 2023 with a resulting loss disclosed as a specific item in Note 2.4.

NOTES TO THE CONSOLIDATED FINANCIAL S TATEMENTS

6. Group structure continued

Acquisition of Insight data Solutions Group

On 15 October 2021, Property Data Solutions (2) Pty Ltd, a wholly-owned subsidiary of the Domain Group, acquired 100% of the share
capital in Insight Data Solutions Holdings Pty Ltd and its subsidiaries (IDS Group). The acquisition marked another step forward in
executing on Domain’s marketplace strategy to expand its addressable market beyond Agents and Consumers to financial institutions
and Government. The acquisition of IDS Group establishes Domain as a market leading provider of land and property valuation,
insights and analytics services into the Government sector, and significantly expands the size of the Property Data Solutions pillar
of Domain’s marketplace strategy.

After reporting a provisional balance sheet at 30 June 2022, the purchase price allocation was finalised during the period.
This resulted in a reduction of goodwill from $82.4 million to $51.4 million, and recognition of $31.0 million of other assets and liabilities.
Goodwill recognised comprises expected synergies arising from the acquisition. None of the goodwill recognised is expected to be
deductible for income tax purposes. The Group has now finalised determining the fair value of assets and liabilities acquired as part
of the acquisition of the IDS Group.

The consideration of the acquisition comprises an upfront cash payment and multiple tranches that are contingent on the future
financial and commercial performance of the IDS Group, relating to securing and delivering services under new customer contracts
over the performance period ending in June 2027.

The first tranche cash payment of $54.7 million was settled on 15 October 2021. In the current year, IDS made progress in the
government market, winning the contract to supply the Western Australia (WA) Land Information Authority (which values all properties
in WA). The second tranche cash payment of $23.9 million associated with the WA contract was settled on 9 May 2023. Other tranches
are due to be settled during the performance period between completion and June 2027.

The on-target and maximum consideration for the transaction, including the undiscounted contingent consideration, is $134.1 million
and $153.1 million respectively. The range of potential outcomes, undiscounted, is $78.0 million to $153.0 million. The expectation at
acquisition is that it will be cash settled, however, the purchase agreement allows for this consideration to be settled in cash and/or
equity at Domain’s discretion.

As at the acquisition date, the discounted fair value of the contingent consideration was estimated to be $24.5 million. The fair value
of the contingent consideration determined at the date of acquisition reflects the probabilities of securing certain new government
contracts and achieving budgeted financial targets. Subsequent to the acquisition date, these assumptions have been revised as a
result of change in facts and circumstances post acquisition, resulting in the remeasurement of the contingent consideration. Refer to
key judgements, estimates and assumptions in Note 3.4 for adjustments recognized to the IDS contingent consideration in the period.

Acquisition of Realbase Group

On 29 April 2022, Australian Property Monitors Pty Ltd, a wholly-owned subsidiary of the Domain Group, acquired 100% of the share
capital in Realbase Pty Ltd and its subsidiaries (Realbase Group). The acquisition marked another step forward in the evolution of
Domain’s Marketplace strategy. The acquisition of the Realbase Group is highly strategic, meaningfully accelerating the scale and
impact of Domain’s Agent Solutions business unit, with complementary offerings that create a holistic end-to-end solution for real
estate agents.

After reporting a provisional balance sheet at 30 June 2022, management finalised the purchase price allocation during the period.
This resulted in a reduction of goodwill from $177.7 million to $140.7 million, and recognition of $37.0 million of other assets and
liabilities. Goodwill recognised comprises expected synergies arising from the acquisition and none of the goodwill recognised is
expected to be deductible for income tax purposes.

The consideration for the acquisition comprises an upfront cash payment and multiple tranches that are contingent upon the future
financial performance of the Realbase Group, specifically the achievement of stretch financial performance targets based on a mix of
revenue and EBITDA metrics over a three-year period of financial years ending 30 June 2024 to 30 June 2026. As at the acquisition
date and at 30 June 2023, Management determined the fair value of the contingent consideration to be nil based on forecast
projections of the business.

The first tranche cash payment of $173.9 million was settled on 29 April 2022. Subsequently, the completion statement was finalised
resulting in a purchase price reduction amounting to $1.1 million.

The on-target and maximum consideration for the transaction is $195.9 million and $220.9 million respectively. The range of potential
outcomes, undiscounted, is $170.9 million to $220.9 million. The expectation at acquisition is that any contingent consideration payable
will be cash settled, however, the purchase agreement allows for this to be settled in cash and/or equity at Domain’s discretion.

128 Nine Entertainment Co.

Disposals

There were no disposals for the year-ended 30 June 2023 (30 June 2022: none).

Domain Group made the decision to exit the Domain Home Loans (DHL) business. As a result, DHL is being held for sale and therefore
DHL’s assets and liabilities are separately disclosed in the Statement of Financial Position.

Accounting Policy
The acquisition method of accounting is used to account for all business combinations regardless of whether equity instruments
or other assets are acquired. Consideration is measured as the fair value of the assets given, shares issued or liabilities incurred or
assumed at the acquisition date. Where equity instruments are issued in a business combination, the fair value of the instruments
is their published price at the acquisition date unless, in rare circumstances, it can be demonstrated that the published price at
the acquisition date is an unreliable indicator of fair value and that other evidence and valuation methods provide a more reliable
measure of fair value. Transaction costs arising on the issue of equity instruments by the parent are recognised directly in equity.

Except for non-current assets or disposal groups classified as held for sale (which are measured at fair value less costs to sell),
all identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the
acquisition date, irrespective of the extent of any non-controlling interest. The excess of the cost of the business combination over
the net fair value of the Group’s share of the identifiable net assets acquired is recognised as goodwill. If the cost of acquisition is
less than the Group’s share of the fair value of the identifiable net assets of the subsidiary, the difference is recognised as a gain
in the Statement of Comprehensive Income, but only after a reassessment of the identification and measurement of the net assets
acquired.

Where settlement of any part of the consideration is deferred, the amounts payable in the future are discounted to their present
value as at the acquisition date at the original effective interest rate.

Key judgements, estimates and assumptions

The Group recognises the provisional fair values of identifiable assets and liabilities acquired, including goodwill, at values based
on information available to management as at balance date. These provisional values are applied as the initial accounting for the
business combinations are incomplete as at the end of the reporting period. The provisional values may be adjusted during the
measurement period (up to one year following acquisition) to reflect new information obtained about facts and circumstances
that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date. Therefore, the
finalisation of the purchase price allocation exercise may result in a change to the value of identified assets and liabilities recorded
as at balance date.

Contingent consideration to be transferred by the acquirer on business combinations is recognised at fair value. Subsequent
changes to the fair value of the contingent consideration are recognised in accordance with AASB 9 Financial Instruments in
the Consolidated Statement of Profit or Loss and Other Comprehensive Income. The determination of these fair values involves
judgement around the forecast results of those businesses.

Annual Report 2023 129

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6. Group structure continued

6.2 Investments accounted for using the equity method

6.2(a) Investments at equity accounted amount:

Associated entities – unlisted shares

30 June 2023
$’000

30 June 2022
$’000

33,056

33,606

6.2(b) Investments in Associates and Joint Ventures

Interests in associates and joint ventures are accounted for using the equity method of accounting. Information relating to associates
and joint ventures is set out below:

Principal Activity

Country of
Incorporation

30 June 2023
$’000

30 June 2022
$’000

Interest1

Australia

Adventure TV Channel Pty Ltd

Television channel provider

CopyCo Pty Ltd

Content licensing

Darwin Digital Television Pty Ltd

Television broadcast

Future Women Pty Ltd

Online content provider

Homebush Transmitters Pty Ltd

Transmission services

Combined Translator Facilities Pty Ltd

Television services

Intrepica Pty Ltd2

Ibenta Pty Ltd2,4

NPC Media Pty Ltd

Oztam Pty Ltd

Online learning service

Real estate marketing and
management solutions

Television playout services

Australia

Television audience measurement

Australia

The Premium Content Alliance

Media research and promotion

Australia

TX Australia Pty Ltd

Television transmission

Digital Radio Broadcasting Sydney Pty Ltd2

Digital audio broadcasting

Digital Radio Broadcasting Melbourne Pty Ltd2 Digital audio broadcasting

Digital Radio Broadcasting Brisbane Pty Ltd

Digital audio broadcasting

Digital Radio Broadcasting Perth Pty Ltd2

Digital audio broadcasting

Australia

Mediality Pty Ltd

Skoolbo Pte Ltd3

Newsagency and information service Australia

Online learning service

Singapore

–

1. The proportion of ownership is equal to the proportion of voting power held, except where stated.

2. The Group has concluded that it has significant influence over the entity as it has the power to participate in the financial and operating policy decisions of the investee.

3. This entity was disposed on 24 January 2023.

4. Ibenta Pty Ltd issued 3 tranches of new shares during the period, diluting the holding to 18%.

130 Nine Entertainment Co.

6.2(c) Carrying amount of investments in associates and joint ventures

Balance at the beginning of the financial year

Funding to associates and joint ventures

Acquired during the year

Disposals

Share of associates’ net profit for the year

Dividends received or receivable

30 June 2023
$’000

30 June 2022
$’000

33,606

–

(298)

233

(485)

31,181

500

300

–

1,793

(168)

Carrying amount of investments in associates and joint ventures at the end of the financial year

33,056

33,606

6.2(d) Share of associates and joint ventures net profit

The following table illustrates the Group’s aggregate share of net profit after income tax from associates and joint ventures.

Net profit after income tax

30 June 2023
$’000

30 June 2022
$’000

233

1,793

The Group’s current year share of losses of associates and joint ventures not recognised is nil (2022: $nil). The Group’s cumulative
share of losses of associates and joint ventures not recognised is $13.0 million (2022: $15.8 million).

6.2(e) Share of associates and joint ventures assets and liabilities

Current assets

Non-current assets

Total assets

Current liabilities

Non-current liabilities

Total liabilities

6.2(f) Impairment

There was no impairment recorded during the current financial year (2022: $nil).

30 June 2023
$’000

30 June 2022
$’000

23,782

42,574

66,356

16,846

29,819

46,665

25,108

46,025

71,133

17,912

34,678

52,590

Annual Report 2023 131

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6. Group structure continued

Accounting Policy
Associates are entities over which the Group has significant influence and which are not subsidiaries. Significant influence
is the power to participate in the financial and operating policy decisions of the entity but is not control or joint control over
those policies.

A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net
assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when
decisions about the relevant activities require unanimous consent of the parties sharing control.

The investments in the associate or joint venture are accounted for using the equity method. They are carried in the Consolidated
Statement of Financial Position at cost plus post-acquisition changes in the Group’s share of net assets of the associates, less
any impairment. Goodwill relating to the associate or joint venture is included in the carrying amount of the investment and is
neither amortised nor individually tested for impairment. The consolidated Statement of Consolidated Profit or Loss and Other
Comprehensive Income reflects the Group’s share of the results of operations of the associates or joint ventures. Dividends
received from associates and joint ventures are recognised in the Consolidated Statement of Financial Position as a reduction in
the carrying amount of the investment.

When the Group’s share of losses in the associate or joint venture equals or exceeds its investment in the associate or joint
venture, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the
associate or joint venture.

Any realised or unrealised gains and losses relating to transactions between the Group and the associate or joint venture are
eliminated against the investment accounted for using the equity method.

The financial statements of the associate or joint venture are prepared for the same reporting period as the Group. When
necessary, adjustments are made to bring the accounting policies in line with those of the Group.

Impairment

After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its
investment in its associate or joint venture. At each reporting date, the Group performs an impairment test to determine whether
there is objective evidence that the investment in the associate or joint venture is impaired. If there is such evidence, the Group
calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its
carrying value, then recognizes the loss as “Share of profit of an associate” in the Statement of Consolidated Profit or Loss and
Other Comprehensive Income.

132 Nine Entertainment Co.

6.3 Investment in controlled entities
The consolidated financial statements include the financial statements of Nine Entertainment Co. Holdings Limited and its controlled
entities. Significant controlled entities and those included in an ASIC instrument with the parent entity are:

Footnote

Place of
incorporation

Nine Entertainment Co. Holdings Ltd

112 Pty Ltd

Channel 9 Australia Inc

Channel 9 South Australia Pty Ltd

CarAdvice.com Pty Ltd

Ecorp Pty Ltd

General Television Corporation Pty Limited

Mi9 New Zealand Limited

Micjoy Pty Ltd

NBN Enterprises Pty Limited

NBN Pty Ltd

Nine Films & Television Pty Ltd

Nine Films & Television Distribution Pty Ltd

Nine Network Australia Pty Ltd

Nine Network Australia Holdings Pty Ltd

Nine Network Marketing Pty Ltd

Nine Network Productions Pty Limited

Nine Entertainment Group Pty Limited

NEC Mastheads Pty Ltd 2 3

Nine Entertainment Co. Pty Limited

Nine Digital Pty Ltd

Pay TV Holdings Pty Limited 2 3

Petelex Pty Limited

Pedestrian Corporation Holdings Pty Limited 2

Pedestrian Group Pty Limited

Pink Platypus Pty Ltd

Queensland Television Holdings Pty Ltd

Queensland Television Pty Ltd

Shertip Pty Ltd 2 3

Stan Entertainment Pty Ltd

Swan Television & Radio Broadcasters Pty Ltd

TCN Channel Nine Pty Ltd

A, B

Australia

USA

Australia

New Zealand

Australia

Ownership interest

June 2023
%

June 2022
%

Parent Entity

100

–

100

–

100

–

100

–

100

Annual Report 2023 133

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A, B

6. Group structure continued

Television Holdings Darwin Pty Limited

Territory Television Pty Ltd

White Whale Pty Ltd

2GTHR Pty Ltd

All Homes Pty Limited

ACT Real Estate Media Pty Ltd

Alldata Australia Pty Ltd

Allure Media Pty Ltd

Associated Newspapers Pty Ltd

Australian Openair Cinema Pty Limited

Australian Property Monitors Pty Limited

Bidtracker Holdings Pty Ltd

Bodypass Trading Pty Ltd 2

Buyradio Pty Ltd 2

Campaigntrack Limited

Campaigntrack Pty Ltd

Commercial Real Estate Holdings Pty Ltd

Commercial Real Estate Media Pty Limited 1

Commercialview.com.au Pty Ltd 1

David Syme & Co Pty Limited

A, B

Digital Home Loans Pty Limited 1

Domain Group Finance Pty Limited

Domain Holdings Australia Limited

Domain Insure Pty Ltd 1

Domain Operations Pty Limited

Fairfax Corporation Pty Limited

Fairfax Digital Australia & New Zealand Pty Limited

Fairfax Digital Pty Limited

Fairfax Entertainment Pty Limited

Fairfax Event Sub Pty Ltd

Fairfax Media Limited

Fairfax Media Events Pty Ltd

Fairfax Media Group Finance Pty Ltd

Fairfax Media Management Pty Limited

A, B

134 Nine Entertainment Co.

Footnote

Place of
incorporation

June 2023
%

June 2022
%

Ownership interest

Australia

New Zealand

Australia

100

–

100

Footnote

Place of
incorporation

June 2023
%

June 2022
%

Ownership interest

Fairfax Media Publications Pty Limited

Fairfax News Network Pty Ltd

Find a Babysitter Pty Ltd

Radio 2GB Sydney Pty Ltd

Homepass Australia Pty Ltd

Homepass Pty Ltd

Insight Data Solutions Holdings Pty Ltd

Insight Data Solutions Pty Ltd

IDS Gov Services Pty Ltd

John Fairfax & Sons Pty Limited

John Fairfax Pty Limited

Nine Radio Pty Limited

Macquarie Media Network Pty Limited 2

Nine Radio Operations Pty Limited

Nine Radio Syndication Pty Limited

Map and Page Pty Ltd 2

Metro Media Publishing Pty Ltd

Metro Media Services Pty Ltd

MarketNow Payments Pty Ltd 1 4

MMP Community Network Pty Ltd

MMP (DVH) Pty Ltd 1

MMP (Melbourne Times) Pty Ltd 1

MMP Bayside Pty Ltd 1

MMP Eastern Pty Ltd 1

MMP Greater Geelong Pty Ltd 1

MMP Holdings Pty Ltd

MMP Moonee Valley Pty Ltd 1

National Real Estate Media Pty Limited

National Real Estate Nominees Pty Ltd

New South Wales Real Estate Media Pty Limited 1

Northern Territory Real Estate Media Pty Ltd 1

Property Data Solutions Pty Ltd

Property Data Solutions (2) Pty Ltd

Queensland Real Estate Media Pty Ltd 1

Radio 1278 Melbourne Pty Limited

Radio 2UE Sydney Pty Ltd

A, B

Australia

100

–

100

–

100

Annual Report 2023 135

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6. Group structure continued

Footnote

Place of
incorporation

June 2023
%

June 2022
%

Ownership interest

Radio 3AW Melbourne Pty Limited

Radio 4BC Brisbane Pty Limited

Radio 6PR Perth Pty Limited

Radio Magic 882 Brisbane Pty Limited

A, B

Realbase Pty Ltd

Realhub Systems Pty Ltd

Realhub Services Pty Ltd

Realhub Studios Pty Ltd

Realbase Inc

Review Property Pty Ltd 1

South Australia Real Estate Media Pty Ltd 1

Tasmania Real Estate Media Pty Ltd 1

The Age Company Pty Limited

A, B

Western Australia Real Estate Media Pty Ltd 1

Australia

Philippines

Australia

100

A. These controlled entities have entered into a deed of cross guarantee with the parent entity under ASIC Corporations (Wholly-owned Companies) instrument 2016/785 – the

“Closed Group” (refer to Note 6.4).

B. Members of the “Extended Closed Group” (refer to Notes 4.1 and 6.4 for further detail).

1. This represents the Group’s effective interest in the entity which is partially owned (yet controlled) by a non-wholly owned subsidiary.

2. Entity was deregistered during the period.

3. On 21 July 2022, NEC Mastheads Pty Ltd, Pay TV Holdings Pty Ltd and Shertip Pty Ltd ceased to be parties to the Deed of Cross Guarantee.

4. On 1 September 2022, Domain acquired the remaining 40% share of Marketnow Shares from Limepay Pty Ltd.

Accounting Policy

Basis of consolidation

The consolidated financial statements comprise the financial statements of the parent entity and its subsidiaries as at 30 June
2023. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and
has the ability to affect those returns through its power over the investee. Controlled entities are de-consolidated from the date
control ceases.

Subsidiary acquisitions are accounted for using the acquisition method of accounting. The financial statements of subsidiaries
are prepared for the same reporting year as the parent entity, using consistent accounting policies. Adjustments are made to
bring into line any dissimilar accounting policies that may exist. All intercompany balances and transactions, including unrealised
profits arising from intra-group transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot
be recovered.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the Consolidated Statement of Profit or
Loss and Other Comprehensive Income, Consolidated Statement of Changes in Equity and Consolidated Statement of Financial
Position respectively.

136 Nine Entertainment Co.

6.4 Deed of cross guarantee
Pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785 and various deeds of cross guarantee entered
into with the parent entity, certain controlled entities of Nine Entertainment Co. Holdings Limited have been granted relief from
the Corporations Act 2001 requirements for preparation, audit and publication of accounts. These entities are referred to as the
“Closed Group”. Refer to Note 6.3 for details.

The debt facilities for the 100% owned group (refer to Note 4.1) are supported by guarantees from most of the Company’s wholly-
owned subsidiaries; these guarantors are referred to as the “Extended Closed Group”. Refer to Note 6.3 for details.

The Statement of Consolidated Profit or Loss and Other Comprehensive Income of the entities which are members of the
“Closed Group” and the “Extended Closed Group” for the year ended 30 June 2023 is as follows:

Consolidated Statement of Profit or Loss and
Other Comprehensive Income

Profit before income tax Income

Tax expense

Net profit after income tax from operations

Dividends paid during the period

Adjustment for Entities which exited the closed Group
during the year

Adjustments to reserves

Accumulated losses at the beginning of the financial year

Accumulated losses at the end of the financial year

Closed Group1

Extended Closed Group2

2023
$’000

2022
$’000

2023
$’000

2022
$’000

240,764

(69,909)

170,855

(219,560)

–

(160,347)

(209,052)

386,470

(106,983)

279,487

(213,174)

240,764

(69,909)

170,855

(219,560)

(21,069)

(20,501)

281

(205,871)

(160,347)

–

(139,846)

(209,052)

385,322

(106,404)

278,918

(213,174)

–

281

(205,871)

(139,846)

1. Closed Group are those entities party to the Deed of Cross Guarantee. Refer to Note 6.3 for details.

2. The debt facilities for the 100% owned group (refer to Note 4.1) are supported by guarantees from most of the Company’s wholly-owned subsidiaries; these guarantors are

referred to as the “Extended Closed Group”. Refer to Note 6.3 for details.

On 21 July 2022, NEC Mastheads Pty Ltd, Pay TV Holdings Pty Ltd and Shertip Pty Ltd ceased to be parties to the Deed of Cross
Guarantee.

Annual Report 2023 137

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6. Group structure continued

The Consolidated Statement of Financial Position of the entities which are members of the “Closed Group” and the “Extended Closed
Group” for the year ended 30 June 2023 is as follows:

Closed Group1

Extended Closed Group2

Current assets

Cash and cash equivalents

Trade and other receivables

Program rights and inventories

Property, plant and equipment held for sale

Derivative financial instruments

Other assets

Total current assets

Non-current assets

Receivables

Program rights

Investment in associates accounted for using the
equity method

Investment in group entities

Other financial assets

Property, plant and equipment

Intangible assets

Derivative financial instruments

Other assets

Total non-current assets

Total assets

Current liabilities

Trade and other payables

Financial liabilities

Income tax liabilities

Provisions

Derivative financial instruments

Total current liabilities

Non-current liabilities

Payables

Financial liabilities

Deferred tax liabilities

Derivative financial instruments

Provisions

Total non-current liabilities

Total liabilities

Net assets

2023
$’000

81,325

373,311

299,452

–

2,852

52,773

809,713

2,191

156,470

33,056

780,375

4,526

413,003

1,199,443

–

28,271

2022
$’000

81,184

338,087

291,259

–

3,214

34,510

2023
$’000

81,325

373,311

299,452

–

2,852

52,218

2022
$’000

79,816

334,605

291,259

–

3,214

34,390

748,254

809,158

743,284

9,856

168,236

33,307

780,375

6,511

462,049

1,263,170

1,333

23,925

2,191

156,470

33,056

780,375

4,526

413,003

1,199,443

–

28,271

9,856

168,236

33,307

835,424

6,511

461,662

1,259,031

1,333

23,925

2,617,335

3,427,048

2,748,762

3,497,016

2,617,335

3,426,493

2,799,285

3,542,569

500,340

130,756

1,816

186,123

1,038

820,073

96,881

636,239

183,109

142

14,791

931,162

1,751,235

1,675,813

441,033

108,767

38,350

204,873

1,721

794,744

111,364

507,413

200,074

406

16,887

836,144

1,630,888

1,866,128

500,340

130,756

1,816

186,123

1,038

820,073

96,881

636,239

183,109

142

14,791

931,162

1,751,235

1,675,258

439,125

108,614

38,339

204,314

1,721

792,113

104,889

507,413

200,312

406

16,838

829,858

1,621,971

1,920,598

1. Closed Group are those entities party to the Deed of Cross Guarantee. Refer to Note 6.3 for details.

2. The debt facilities for the 100% owned group (refer to Note 4.1) are supported by guarantees from most of the Company’s wholly-owned subsidiaries; these guarantors are

referred to as the “Extended Closed Group”. Refer to Note 6.3 for details.

138 Nine Entertainment Co.

6.5 Parent entity disclosures

(a) Financial Position

Current assets

Non-current assets

Total assets

Current liabilities

Non-current liabilities

Total liabilities

Net assets

Contributed equity

Reserves

Retained earnings

Total Equity

(b) Comprehensive income

Net profit for the year

Total comprehensive income for the year

Parent entity

2023
$’000

2022
$’000

202,951

89,523

1,450,524

2,367,588

1,653,475

2,457,111

1,912

–

1,912

1,651,563

1,980,792

11,081

948

653,036

653,984

1,803,127

2,134,803

8,631

(340,310)

(340,307)

1,651,563

1,803,127

218,928

233,114

Annual Report 2023 139

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6. Group structure continued

6.6(a) Transactions with related parties
The following table provides the total value of transactions that were entered into with related parties for the relevant financial year.

2023
$’000

2022
$’000

Rendering of services to and other revenue from:

Associates of Nine Entertainment Co:

Future Women Pty Ltd

Adventure TV Channel Pty Ltd

Darwin Digital Television Pty Ltd

NPC Media Pty Ltd

Receiving of services from related parties:

Associates of Nine Entertainment Co:

Mediality Pty Ltd

Digital Radio Broadcasting Sydney Pty Ltd

dividends received from:

Associates of Nine Entertainment Co:

Digital Radio Broadcasting Sydney Pty Ltd

Combined Translator Facilities Pty Ltd

Amounts owed by related parties:

Adventure TV Channel Pty Ltd

NPC Media Pty Ltd

Future Women Pty Ltd

Homebush Transmitters Pty Ltd

Darwin Digital Television Pty Ltd

Amounts owed to related parties:

Adventure TV Channel Pty Ltd

Digital Radio Broadcasting Sydney Pty Ltd

Digital Radio Broadcasting Melbourne Pty Ltd

Digital Radio Broadcasting Brisbane Pty Ltd

Digital Radio Broadcasting Perth Pty Ltd

NPC Media Pty Ltd

Loans to related parties:1

Darwin Digital Television Pty Ltd

NPC Media Pty Ltd

Other

1. The loans granted to these related parties are non-interest bearing.

140 Nine Entertainment Co.

432

5,927

–

339

100

858

1,878

148

6,518

212

–

3,285

–

7,816

–

218

839

268

132

7,716

–

345

3,285

4,000

Terms and conditions of transactions with related parties

All of the above transactions, other than non-interest bearing loans, were conducted under normal commercial terms and conditions.
Outstanding balances at the year end in relation to these transactions, disclosed under “amounts owed by related parties”, are made
on terms equivalent to those that prevail on arm’s length transactions, are interest free and settlement occurs in cash.

For the year ended 30 June 2023, the Group has not made any additional allowance for expected credit losses. There is an allowance
relating to amounts owed by related parties of $2.9 million (2022: $2.9 million). An impairment assessment is undertaken each financial
year by examining the financial position of the related party and the market in which the related party operates to determine the
expected credit loss.

6.6(b) Parent entity
Nine Entertainment Co. Holdings Limited is the ultimate parent entity of the Group incorporated within Australia and is the most senior
parent in the Group which produces financial statements available for public use.

6.6(c) Controlled entities, associates and joint arrangements
Investments in associates and joint arrangements are set out in Note 6.2. Interests in significant controlled entities are set out in
Note 6.3.

6.6(d) Key management personnel

6.6(d)(i) Transactions with key management personnel

All transactions between the Group and its key management personnel and their personally related entities are conducted under
normal commercial terms and conditions unless otherwise noted.

6.6(d)(ii) Compensation of key management personnel

Remuneration by category

Short-term employee benefits

Post-employment benefits

Long-term benefits

Share-based payments

Total remuneration of key management personnel

The table includes current and former key management personnel.

Detailed remuneration disclosures are provided in the Remuneration Report on pages 56 to 75.

2023
$’000

2022
$’000

4,959,056

6,176,123

130,907

371,473

140,610

999,628

2,012,856

1,367,359

7,474,292

8,683,720

Annual Report 2023 141

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7. Other

7.1 Other financial assets

Non-current

Investments in listed entities

Closing balance at 30 June

2023
$’000

4,526

2022
$’000

6,511

Investments in Yellow Brick Road – ASX: YBR (2023: $2,946,000; 2022: $4,566,000) and Sports Entertainment Group Limited –
ASX: SEG (2023: $1,580,000; 2022: $1,945,000). These investments are carried at fair value through Other Comprehensive Income
in order to avoid volatility in the Statement of Profit and Loss.

Non-current

As at 1 July

Movement in fair value

Closing balance at 30 June

2023
$’000

6,511

(1,985)

4,526

2022
$’000

6,690

(179)

6,511

The investment in listed equities is classified as a Level 1 instrument as described in Note 4.5(b). Fair value was determined with
reference to a quoted market price with a mark to market loss of $1,985,000 adjusted against the investment for the year ended
30 June 2023 (2022: $179,000 loss).

Accounting Policy
Certain of the Group’s investments are categorised as investments in listed equities and designated at fair value through other
comprehensive income, under AASB 9 Financial Instruments. When financial assets are recognised initially, they are measured at
fair value plus, in the case of assets not recorded at fair value through profit or loss, directly attributable transaction costs.

Recognition and derecognition

All regular way purchases and sales of financial assets are recognised on the trade date (i.e. the date that the Group commits to
purchase or sell the asset). Regular way purchases or sales are purchases or sales of financial assets under contracts that require
delivery of the assets within the period established generally by regulation or convention in the market place. Financial assets are
derecognised when the right to receive cash flows from the financial assets has expired or when the entity transfers substantially
all the risks and rewards of the financial assets. If the entity neither retains nor transfers substantially all of the risks and rewards, it
derecognises the asset if it has transferred control of the assets.

Subsequent Measurement

Investments in listed equities are non-derivative financial assets, principally equity securities, which meet the definition of equity
instruments. Upon initial recognition under AASB 9, the Group made an irrevocable election, on an instrument-by-instrument basis,
to present subsequent changes in the fair value of its investments in listed equities in a separate component of equity. Gains and
losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other income in the statement
of profit or loss when the right of payment has been established, except when the Group benefits from such proceeds as a
recovery of part of the cost of the financial asset, in which case, such gains are recorded in Other Comprehensive Income (OCI).
Equity instruments designated at fair value through OCI are not subject to impairment assessment.

The fair values of investments that are actively traded in organised financial markets are determined by reference to quoted
market bid prices at the close of business on the reporting date. For investments with no active market, fair values are determined
using valuation techniques. Such techniques include: using recent arm’s length market transactions; reference to the current
market value of another instrument that is substantially the same; and discounted cash flow analysis, making as much use of
available and supportable market data as possible and keeping judgemental inputs to a minimum.

142 Nine Entertainment Co.

7.2 Defined benefit plan

Non-current

Defined benefits plan1

Closing balance at 30 June

2023
$’000

24,149

2022
$’000

23,925

1. 30 June 2023 balance consists of Nine Network Superannuation Plan (2023: $21,545,000; 2022: $21,521,000), Fairfax Media Super defined benefit plan (2023: $2,228,000;

2022: $2,058,000) and Nine Radio Pty Ltd Super defined benefit plan (2023: $376,000; 2022: $346,000).

Plan information

Defined benefit members receive lump sum benefits on retirement, death, disablement and withdrawal. The defined benefit sections
of the Plans are closed to new members. All new members receive accumulation only benefits.

Regulatory framework

The Superannuation Industry (Supervision) (SIS) legislation governs the superannuation industry and provides the framework within
which superannuation plans operate. The SIS Regulations require an actuarial valuation to be performed for each defined benefit
superannuation plan every three years, or every year if the plan pays defined benefit pensions unless an exemption has been
obtained.

Responsibilities for the governance of the Plans

The Plans’ Trustee is responsible for the governance of the Plans. The Trustee has a legal obligation to act solely in the best interests
of Plan beneficiaries. The Trustee has the following roles:

• administration of the Plan and payment to the beneficiaries from Plan assets when required in accordance with Plan rules;

• management and investment of the Plan assets; and

• compliance with superannuation law and other applicable regulations.

The prudential regulator, the Australian Prudential Regulation Authority (APRA), licenses and supervises regulated superannuation plans.

Risks

There are a number of risks to which the Plans expose the Company. The more significant risks relating to the defined benefits are:

•

Investment risk – the risk that investment returns will be lower than assumed and the Company will need to increase contributions
to offset this shortfall;

• Salary growth risk – the risk that wages or salaries (on which future benefit amounts will be based) will rise more rapidly than

assumed, increasing defined benefit amounts and thereby requiring additional employer contributions; and

• Legislative risk – the risk that legislative changes could be made which could increase the cost of providing the defined benefits.

The defined benefit assets of the Nine Network superannuation plan are invested in the AMP Future Directions Balanced investment
option. The assets have a 55% weighting to equities and therefore the Plan has a significant concentration of equity market risk.
However, within the equity investments, the allocation both globally and across sectors is diversified.

Significant events

There were no Plan amendments affecting the defined benefits payable, curtailments or settlements during the year.

Valuation

The actuarial valuations of the defined benefits funds for the year ended 30 June 2023 were performed by Mercer Investment
Nominees Limited for the purpose of satisfying accounting requirements.

The details of the plan disclosed throughout Note 7.2 relate to the Nine Network Superannuation Plan and excludes the Fairfax Media
and Nine Radio Pty Ltd Plans, on the basis that they are not considered material to the Group.

Annual Report 2023 143

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NOTES TO THE CONSOLIDATED FINANCIAL S TATEMENTS

7. Other continued

Reconciliation of the Net Defined Benefit Asset

Financial year ended

Net defined benefit asset at start of year

Current service cost

Net interest

Actual return on Plan assets less interest income

Actuarial (gains)/losses arising from changes in financial assumptions

Actuarial (gains)/losses arising from liability experience

Employer contributions

Net defined benefit asset at end of year

Reconciliation of the Fair Value of Plan Assets

Financial year ended

Fair value of Plan assets at beginning of the year

Interest income

Actual return on Plan assets less interest income

Employer contributions

Contributions by Plan participants

Benefits paid

Taxes, premiums and expenses paid

30 June 2023
$’000

30 June 2022
$’000

21,521

22,915

(373)

908

(445)

(93)

–

21,545

(671)

276

(3,338)

3,851

(1,533)

21,521

30 June 2023
$’000

30 June 2022
$’000

55,024

2,454

(445)

562

(4,781)

(137)

60,520

780

(3,338)

623

(3,441)

(141)

Fair value of planned assets at end of year

52,704

55,024

Reconciliation of the Present Value of the Defined Benefit Obligation

Financial year ended

Present value of defined benefit obligations at beginning of year

Current service cost

Interest cost

Contributions by Plan participants

Actuarial (gains)/losses arising from changes in financial assumptions

Actuarial (gains)/losses arising from liability experience

Benefits paid

Taxes, premiums and expenses paid

Present value of defined benefit obligations at end of year

30 June 2023
$’000

30 June 2022
$’000

33,503

37,605

373

1,546

562

–

(4,781)

(137)

31,159

671

504

623

(3,851)

1,533

(3,441)

(141)

33,503

The defined benefit obligation consists entirely of amounts from Plans that are wholly or partly funded.

144 Nine Entertainment Co.

Effect of the Asset Ceiling

The asset ceiling has no impact on the net defined benefit asset.

Fair value of Plan assets

As at 30 June 2023, total Plan assets of $52,704,000 (2022: $55,024,000) are held in AMP Future Directions Balanced investment
option. These assets are fair valued using Level 2 inputs.

The percentage invested in each asset class at the reporting date is:

As at

Australian Equity

International Equity

Fixed Income

Property

Alternatives/Other

Cash

1. Asset allocation as at 31 May 2023.

2. Asset allocation as at 31 May 2022.

The fair value of Plan assets includes no amounts relating to:

• any of the Company’s own financial instruments; or

• any property occupied by, or other assets used by, the Company.

Significant Actuarial Assumptions

As at

Assumptions to Determine Benefit Cost

Discount rate

Expected salary increase rate

Assumptions to Determine Benefit Obligation

Discount rate

Expected salary increase rate

30 June 20231
%

30 June 20222
%

25%

30%

16%

14%

12%

24%

31%

21%

12%

30 June 2023

30 June 2022

4.9% p.a.

3.5% p.a. in the first year
and then 2.5% p.a.

1.4% p.a.

2.0% p.a.

5.3% p.a.

4.9% p.a.

3.5% p.a. in the first year
and then 3% p.a.

3.5% p.a. in the first year
and then 2.5% p.a.

Annual Report 2023 145

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NOTES TO THE CONSOLIDATED FINANCIAL S TATEMENTS

7. Other continued

Sensitivity Analysis

The defined benefit obligation as at 30 June 2023 under several scenarios is presented below:

Scenarios A and B relate to discount rate sensitivity. Scenarios C and D relate to salary increase rate sensitivity.

• Scenario A: 0.5% p.a. lower discount rate assumption.

• Scenario B: 0.5% p.a. higher discount rate assumption.

• Scenario C: 0.5% p.a. lower salary increase rate assumption.

• Scenario D: 0.5% p.a. higher salary increase rate assumption.

% p.a.

Discount rate

Salary increase rate1

Defined benefit obligation ($’000s)2

Base case

5.3% p.a.

3.0% p.a.

31,159

Scenario A
-0.5% p.a.
discount rate

Scenario B
+0.5% p.a.
discount rate

Scenario C
-0.5% p.a. salary
increase rate

Scenario D
+0.5% p.a. salary
increase rate

4.8% p.a.

5.8% p.a.

5.3% p.a.

3.0% p.a.

2.5% p.a.

5.3% p.a.

3.5% p.a.

31,613

30,733

30,876

31,456

1. First year salary increase is 3.5% and moves in line with the long-term assumption in Scenarios C and D.

2. Includes defined benefit contributions tax provision.

The defined benefit obligation has been recalculated by changing the assumptions as outlined above, whilst retaining all other
assumptions.

Asset-liability matching strategies

No asset and liability matching strategies have been adopted by the Plan.

Funding arrangements

The financing objective adopted at the 1 July 2021 actuarial investigation of the Plan, in a report dated 21 December 2021, is to maintain
the value of the Plan’s assets at least equal to:

•

100% of accumulation account balances (including additional accumulation accounts of defined benefit members); plus

110% of defined benefit Vested Benefits.

In that valuation, it was recommended that the Company contributes to the Plan as follows:

• Defined Benefit members: