The Scheme is a scheme of arrangement between Domain and Scheme Shareholders.

A scheme of arrangement is a statutory procedure commonly used in Australia to undertake an acquisition of a publicly listed company. In addition to requiring Court approval, schemes of arrangement require a shareholder vote in favour of a resolution to implement the scheme of arrangement by the Requisite Majorities.
The Scheme Shareholders do not include the Excluded Shareholders. Excluded Shareholders are excluded from the Scheme and are not entitled to participate in or vote on the Scheme.

As at the Last Practicable Date of 23 June 2025, Bidder Sub (an entity wholly owned by CoStar) is the only Excluded Shareholder, holding legal and beneficial title in approximately 16.96% of the Domain Shares on issue.

If the Scheme is approved and implemented, Bidder Sub will acquire all of the Scheme Shares for the Scheme Consideration. Domain will be delisted from the ASX and will be owned by Bidder Sub.

CoStar (NASDAQ: CSGP) is a major provider of real estate information, analytics, online marketplaces and 3D digital twin technology headquartered in the United States. CoStar is dedicated to digitising the world’s real estate, empowering all people to discover properties, insights, and connections that improve their businesses and lives.

Bidder Sub is a wholly owned indirect subsidiary of CoStar and was incorporated for the purpose of acquiring the Domain Shares.
 

The Domain Directors unanimously recommend that you vote in favour of the Scheme Resolution to approve the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Domain Shareholders (other than Excluded Shareholders).
The reasons for this recommendation, and other matters that you may wish to take into consideration, are set out in section 1 of the Scheme Booklet.

The Domain Directors encourage you to seek independent legal, financial, taxation or other appropriate professional advice.
 

The Independent Expert has concluded that the Scheme is fair and reasonable and therefore in the best interests of Domain Shareholders (other than Excluded Shareholders) in the absence of a Superior Proposal.

The Independent Expert has estimated the full underlying value of Domain to be in the range of $4.06 and $4.46 per Domain Share. The Scheme Consideration amount of $4.43 per Domain Share is close to the top end of the Independent Expert’s value range.

You should read the Independent Expert’s Report, which is contained in Attachment A of the Scheme Booklet, carefully and in its entirety.
 

Nine has confirmed that it intends to vote all of the Domain Shares it holds or controls in favour of the Scheme in the absence of a superior proposal (as determined by Nine) and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Domain Shareholders (other than Excluded Shareholders). Nine is the controlling shareholder of Domain and has a Relevant Interest in approximately 60.05% of Domain Shares on issue as at the Last Practicable Date of 23 June 2025.

If the Scheme is implemented, Domain Shareholders (other than Excluded Shareholders) will receive $4.43 cash per Domain Share (Scheme Consideration). The Domain Board currently intends to determine a fully franked special dividend of up to 8.8 cents per Domain Share which, subject to the Scheme becoming Effective, is expected to be paid prior to the implementation of the Scheme (Special Dividend). If a Special Dividend is determined and paid, the Scheme Consideration will be reduced by the cash amount of that Special Dividend (see section 4.3 of the Scheme Booklet).

If any Special Dividend is determined and paid, the amount payable by Bidder Sub as Scheme Consideration under the Scheme of $4.43 will be reduced by an amount equal to the cash amount of any Special Dividend declared and paid by Domain prior to implementation. Accordingly, the Scheme Consideration will be $4.43 cash for each Domain Share held by Scheme Shareholders on the Scheme Record Date, as reduced by the cash amount of any Special Dividend.

If the Scheme becomes Effective:

• Scheme Shareholders will be sent the Scheme Consideration (being $4.43 cash per Domain Share less the amount of any Special Dividend) on the Implementation Date (currently expected to be 27 August 2025); and
• if the Domain Directors decide to pay the Special Dividend, Domain Shareholders on the Register on the Special Dividend Record Date will be paid the Special Dividend on the Special Dividend Payment Date (currently expected to be 19 August 2025).

Scheme Shareholders who have validly registered their bank account details with the Domain Share Registry before the Scheme Record Date will have their Scheme Consideration paid directly to their bank account. If you have not nominated a bank account, payment will be made by Australian dollar cheque sent by post to your registered address as shown on the Register. You can review and update your bank account details online at https://au.investorcentre.mpms.mufg.com before the Scheme Record Date.

Domain Shareholders with a registered address in New Zealand and who have not provided their bank account details, will have their payment withheld pending receipt of valid bank account details or dealt with in accordance with applicable unclaimed money legislation.

If you do not have an Australian bank account and are not able to bank the Australian dollar cheque, you may wish to register with OFX to have your payment paid to your currency of choice. Please visit www.ofx.com/en-au/partners/link-market-services/?pid=13929 to get started with your registration. If you choose to use this service, you are entering into an arrangement directly with OFX for the conversion of your payment into the relevant foreign currency subject to certain terms and conditions, to which you would need to agree.

It is important to note that you will only receive the Scheme Consideration if you are a Scheme Shareholder. You will be a Scheme Shareholder if you hold Domain Shares at the Scheme Record Date (currently expected to be 7:00pm (Sydney time) on 20 August 2025 or such other time and date as Domain and CoStar agree in writing) and are not an Excluded Shareholder.
 

If a Special Dividend is determined, it will be paid by Domain on the Special Dividend Payment Date. The Special Dividend will only be made by direct deposit into your nominated bank account, as advised to the Domain Share Registry as at the Special Dividend Record Date. You can review and update your bank account details online at https://au.investorcentre.mpms.mufg.com before the Special Dividend Record Date.

Domain Shareholders with a registered address in Australia and New Zealand and who have not provided their bank account details, will have their payment withheld pending receipt of valid bank account details or dealt with in accordance with applicable unclaimed money legislation.
 

The Scheme Meeting will be held at Level 5, 100 Harris Street, Pyrmont NSW 2009 at 10:00am (AEST) on 4 August 2025 and via the online platform.

Domain Shareholders and their authorised proxies, attorneys and corporate representatives may attend and participate in the Scheme Meeting in person or online via the online platform.

Domain Shareholders who participate in the Scheme Meeting via the online platform will be able to watch the Scheme Meeting, cast an online vote and ask questions online in real time.

The Scheme Meeting may be postponed or adjourned, including if satisfaction of a Condition Precedent is delayed. Any such postponement or adjournment will be announced by Domain to the ASX.

Under the Scheme Implementation Deed, Domain is bound by certain exclusivity obligations, including in relation to a Competing Proposal.

Subject to Domain’s exclusivity obligations under the Scheme Implementation Deed, the Domain Directors will carefully consider a Competing Proposal and advise you of their recommendation.