NINE NETWORK AUSTRALIA PTY LTD

WIN Television Network - NBN Enterprises & Television Holdings Darwin

WIN Television Network Pty Ltd (WIN TV) proposes to acquire 100% of the shares in NBN Enterprises Pty Limited (NBN) from Nine Network Australia Holdings Pty Ltd and 100% of the shares in Television Holdings Darwin Pty Limited (NTD) from Nine Network Australia Pty Limited (the Acquisition). NBN and NTD are wholly owned subsidiaries of the Nine Network Australia Holdings Pty Ltd and Nine Network Australia Pty Limited respectively, and are ultimately controlled by Nine Entertainment Co. Holdings Limited (the parent company of a group of companies known as the Nine Group). Both NBN and NTD, via their respective wholly owned subsidiaries, operate regional free-to-air television stations. NBN broadcasts across the Northern NSW (NNSW) and Gold Coast regions, while NTD broadcasts to Darwin, Palmerston and the surrounding areas in the Northern Territory. WIN TV is the parent company of a group of wholly owned subsidiaries which broadcast free-to-air television in other parts of regional Australia. There is no geographic overlap between the local broadcasting areas of WIN TV, NBN and NTD.