Banijay Group N.V.

Banijay Entertainment – All3Media

Banijay Group N.V., a listed company in Euronext Amsterdam, (together with the rest of the Banijay group, Banijay Group) and RedBird IMI (a joint venture between RedBird Capital Partners and IMI Media Group) propose to combine Banijay Group's content production and distribution business and part of its live event business and RedBird's All3Media into a newly incorporated company, Banijay Holding UK Limited (CombinedCo) (the Acquisition). Post-Acquisition, Banijay Group will hold 50% of CombinedCo’s share capital and voting rights, and will have sole control of CombinedCo. Gold Rush TopCo Limited and an affiliate of funds advised by affiliates of RedBird together will hold the other 50% of CombinedCo’s share capital and voting rights. Post-Acquisition, Banijay Group’s Banijay Entertainment business, and part of Banijay Live's business would form part of CombinedCo, along with All3Media. Banijay Entertainment focuses on the production and distribution of audiovisual content with over 130 production companies. In Australia, Banijay Entertainment is active through its subsidiary, Endemol Shine Australia. Endemol Shine Australia’s productions are broadcast across Australian free-to-air networks and their broadcast video on demand offerings, as well as subscription TV and subscription video on demand services. They include shows such as MasterChef, Australian Survivor, Big Brother, LEGO Masters, Married at First Sight, as well as dramas including NCIS: Sydney and Offspring. Banijay Live's business does not operate in Australia. All3Media is a UK-based company active in the production and distribution of audiovisual content. All3Media’s current activities in Australia are: the distribution of content to broadcasters and streamers in Australia through All3Media International the production of one television program for Australian broadcaster Ten via its New Zealand subsidiary, South Pacific Pictures; and Little Dot Studios, a social media agency.