oOh!media (ASX: OML) – Scheme Booklet Registered with ASIC

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September 29, 2026

oOh!media’s Scheme Booklet has been registered with ASIC as of 29 September 2026, moving the company’s proposed acquisition by I Squared Capital closer to a shareholder vote. The registration of the scheme documentation marks a critical procedural milestone, as the booklet is now expected to be dispatched to shareholders by 2 October 2026. This timing means oOh! shareholders will have the full information package within days to assess and vote on the transaction at the upcoming Scheme Meeting.

The proposed acquisition values oOh! shares at $1.68 per share through a Scheme of Arrangement. Grant Samuel & Associates, the independent expert appointed to assess the deal’s fairness, has concluded that the Scheme is in the best interests of shareholders, with the $1.68 offer sitting comfortably within their assessed valuation range of $1.59 to $1.78 per share. The expert’s assessment that the offer is both fair and reasonable carries significant weight with institutional investors and the court, which previously approved the convening of the Scheme Meeting on 28 September 2026.

The board has maintained its unanimous recommendation for shareholders to approve the Scheme, with all directors committing to vote in favour of their shareholdings except David Ferrarin, who has abstained due to a potential conflict of interest relating to advisory services his associated entity provided to I Squared. While this one abstention is noted, the board’s solid backing underscores management’s assessment that the transaction delivers value for shareholders in an uncertain operating environment.

The registration of the booklet removes a significant regulatory hurdle and sets the stage for the actual shareholder vote. Shareholders will have options to vote before the Scheme Meeting by completing a Voting Form or voting online, with submissions required by 11:00am Sydney time on Saturday 31 October 2026, or they can vote in person at the meeting itself. This tight timeframe means investors need to act quickly once they receive the booklet to ensure their votes are recorded.

From an investment perspective, the key question now turns on whether the independent expert’s fairness conclusion will withstand shareholder scrutiny and whether any Superior Proposal emerges before scheme implementation. The independent expert report within the booklet will provide detailed reasoning for the valuation, and shareholders can access this analysis to form their own views. Given the expert has already signed off and the board has recommended approval, the transaction appears likely to proceed unless a competing bidder surfaces or the expert changes its view, though neither scenario seems probable at this stage.

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View the full ASX announcement (PDF)

About oOh!media Limited (ASX: OML)

oOh!media is an out-of-home advertising company that operates a network of over 30,000 advertising sites across Australia and New Zealand, holding approximately 35% of the Australian out-of-home advertising market. The company’s sites include roadside billboards, shopping centres, public transport stations, buildings, and university campuses. It also operates digital platforms, native content production, and digital printing services.

If you would like to discuss this announcement, request a callback or call us on 1300 889 603.

This is general advice only. MF & Co Asset Management has not considered your personal financial needs, objectives or current situation. This information is not an offer, solicitation, or a recommendation for any financial product unless expressly stated. You should seek professional investment advice before making any investment decision.

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MF & Co. Asset Management

MF & Co. Asset Management is a boutique investment firm offering Equity Capital Markets and derivative general advice & trade execution services.

We are specialists in advising and trading in Australian and US Equities, Index & Equity Options and Options on Futures.

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