Domain Australia (DHG) 2025 Earnings Call Presentation

Scheme Overview - The Scheme involves Andromeda Australia SubCo Pty Limited (Bidder Sub), a subsidiary of CoStar Group, acquiring 100% of Domain Holdings Australia Limited (Domain) shares, excluding those held by Excluded Shareholders[35] - Domain Shareholders (excluding Excluded Shareholders) will receive $4.43 cash per Domain Share held on the Scheme Record Date, potentially reduced by the Special Dividend amount[35] - The Domain Board intends to pay a Special Dividend of 8.8 cents, potentially entitling shareholders to an Australian tax offset of up to 3.77 cents per Domain Share[35] Independent Expert & Board Recommendation - The Independent Expert (Grant Samuel) concluded the Scheme is fair and reasonable and in the best interests of Domain Shareholders (excluding Excluded Shareholders), valuing Domain Shares between $4.06 and $4.46 per share[39] - The Domain Board unanimously recommends shareholders vote in favor of the Scheme, assuming no Superior Proposal emerges and the Independent Expert maintains their conclusion[42] - Prior to the meeting, Domain Directors who hold or control Domain Shares have voted or procured the voting of all their Domain Shares IN FAVOUR of the Scheme[42] Proxy Votes - Valid proxy instructions received by Domain as at proxy close were directed as follows: 483,890,832 votes (99.88%) in favor, 96,590 votes (0.02%) against, and 490,687 open votes (0.10%)[58] - The proxy votes in favor represent 79.36% of Domain Shareholders (573), while the proxy votes against represent 8.86% of Domain Shareholders (64)[58]