SYDNEY | MELBOURNE | PERTH Scheme implementation deed

Gilbert + Tobin Contents Page 1 Defined terms and interpretation 1 2 Agreement to propose Scheme 1 3 Conditions precedent and pre-implementation steps 2 4 Scheme and Scheme Consideration 8 5 Implementation 12 6 Conduct of business and transitional matters 19 7 Board recommendation 27 8 Representations and warranties 29 9 Exclusivity 31 10 Target Break Fee 36 11 Bidder Break Fee 38 12 Termination 40 13 Releases 41 14 Guarantee and indemnity 43 15 Confidentiality and Public Announcement 45 16 Notices 46 17 General 47 Schedule 1 Dictionary 52 Schedule 2 Indicative Timetable 66 Schedule 3 Bidder Warranties 67 Schedule 4 Target Warranties 70 Schedule 5 Scheme of arrangement 74 Schedule 6 Deed Poll 75 Execution page 76

Gilbert + Tobin Scheme Implementation Deed page | 1 Date: Parties 1 Domain Holdings Australia Ltd (ACN 094 154 364) of Level 5, 100 Harris Street Pyrmont, NSW 2009, Australia (Target) 2 CoStar Group, Inc. of 1201 Wilson Boulevard, Arlington, VA 22209, USA (Bidder) 3 Andromeda Australia SubCo Pty Limited (ACN 684 354 265) of Suite 2, Level 25, 100 Miller Street, North Sydney NSW 2060, Australia (Bidder Sub) The parties agree: Background A The parties have agreed that Bidder Sub will acquire all of the Target Shares by way of a scheme of arrangement under Part 5.1 of the Corporations Act between Target and Target Shareholders. B The parties have agreed to propose and implement the Scheme on the terms and conditions set out in this deed. 1 Defined terms and interpretation 1.1 Definitions in the Dictionary A term or expression starting with a capital letter: (a) which is defined in the Dictionary in Schedule 1, has the meaning given to it in the Dictionary; (b) which is defined in the Corporations Act, but is not defined in the Dictionary, has the meaning given to it in the Corporations Act. 1.2 Interpretation The interpretation clause in Schedule 1 sets out rules of interpretation for this deed. 2 Agreement to propose Scheme 2.1 Proposal of Scheme (a) Target will propose and implement the Scheme on and subject to the terms and conditions of this deed. (b) Bidder and Bidder Sub will assist Target in proposing and implementing the Scheme on and subject to the terms and conditions of this deed. 2.2 Timetable The parties acknowledge the Timetable is an indicative timetable and will consult with each other regularly in relation to: 9 May 2025

Gilbert + Tobin Scheme Implementation Deed page | 2 (a) performing their respective obligations within the framework established by the Timetable; and (b) any need to modify the Timetable. 3 Conditions precedent and pre-implementation steps 3.1 Conditions to Scheme Subject to this clause 3, the Scheme will not become Effective, and the respective obligations of the parties in relation to the implementation of the Scheme will not be binding, unless and until each of the following conditions precedent is satisfied or waived (to the extent and in the manner set out in this clause 3): (a) (FIRB) before 8.00am on the Second Court Date, either: (i) Bidder has received a written notice under FATA from the Treasurer (or his delegate) stating that, or to the effect that, the Commonwealth Government does not object to the acquisition of all the Scheme Shares by Bidder under the Transaction, either without condition or on terms that are acceptable to Bidder (acting reasonably); (ii) following notice of the proposed acquisition of all the Scheme Shares by Bidder under the Transaction having been given by Bidder to the Treasurer under FATA, the Treasurer ceases to be empowered to make any order under Division 2 of Part 3 of FATA, and the ten day period referred to in section 82(2)(a) of the FATA has ended or the period referred to in section 82(2)(b) of the FATA has ended (whichever is applicable); or (iii) an interim order is made under section 68 of the FATA in respect of the Transaction, the subsequent period for making an order or decision under Part 3 of the FATA elapses without the Treasurer making such an order or decision; (b) (Restraints) no law, statute, ordinance, regulation, rule, temporary restraining order, preliminary or permanent injunction or other judgment, order or decree issued by any court of competent jurisdiction or Government Agency or other legal restraint or prohibition preventing or materially restricting the Scheme is in effect at 8.00am on the Second Court Date; (c) (Orders convening Scheme Meeting) the Court orders the convening of the Scheme Meeting under section 411(1) of the Corporations Act; (d) (Shareholder approval) the Scheme is approved by Target Shareholders (other than Excluded Shareholders) at the Scheme Meeting by the majorities required under section 411(4)(a)(ii) of the Corporations Act (except to the extent the Court orders otherwise under section 411(4)(a)(ii)(A) of the Corporations Act); (e) (Court approval) the Scheme is approved by the Court in accordance with section 411(4)(b) of the Corporations Act, either unconditionally or on conditions that are acceptable to each party (acting reasonably); (f) (No Prescribed Occurrence) no Prescribed Occurrence occurs between the date of this deed and 8.00am on the Second Court Date;

Gilbert + Tobin Scheme Implementation Deed page | 3 (g) (No Material Adverse Change) there is no Material Adverse Change between the date of this deed and 8.00am on the Second Court Date; (h) (Independent Expert's Report) the Independent Expert provides an Independent Expert's Report to Target, stating that in its opinion the Scheme is in the best interests of Target Shareholders, on or before the date on which the Scheme Booklet is registered with ASIC under the Corporations Act, and the Independent Expert does not change or publicly withdraw this conclusion prior to 8.00am on the Second Court Date; and (i) (Bidder funding) the Bidder Warranties contained in clauses (p), (q) and (r) of Schedule 3 are true and correct as if given at all times between the date of this deed and 8.00am on the Second Court Date. 3.2 FIRB condition (a) Each of Bidder, Bidder Sub and Target acknowledges and agrees that the Tax Conditions are reasonable and acceptable to it if they are included in any “no objections” notification contemplated by clause 3.1(a)(i) that is received in connection with the Transaction. (b) Without limiting clauses 3.5 and 3.6, the Bidder and Bidder Sub must, in relation to the regulatory approval contemplated in clause 3.1(a) (FIRB): (i) give the Target a reasonable opportunity to review and comment on any application for the approval and consider in good faith any reasonable comments received from the other as to the form and content of such application; (ii) promptly, and in any event no later than 3 Business Days following the date of this deed, apply for the approval and provide the Target with a copy of such application; (iii) take all the steps for which it is responsible as part of the process to obtain the approval; and (iv) respond, at the earliest reasonably practicable time, to all requests for information in respect of the approval. (c) Before providing any document or other information under this clause 3.2, Bidder and Bidder Sub may redact any part of that document which contains or is confidential, non-public information if Bidder or Bidder Sub reasonably believes that: (i) the information is commercially sensitive in nature; or (ii) the disclosure of the information of Bidder or Bidder Sub would be damaging to the commercial or legal interests of Bidder, Bidder Sub or any of their Related Bodies Corporate, (Sensitive Confidential Information), and may provide the document or disclose the information to Target with any Sensitive Confidential Information redacted, provided that, where Sensitive Confidential Information is so redacted, Bidder must provide:

Gilbert + Tobin Scheme Implementation Deed page | 4 (iii) Target with as much details about the relevant communication, submission or correspondence (and any other relevant circumstances) as is reasonably possible without disclosing Sensitive Confidential Information; and (iv) the Sensitive Confidential Information to Target’s solicitors on a counsel-to- counsel basis. (d) Without limiting clauses 3.5 and 3.6, Target must provide all assistance and information in relation to the Target Group and its business, operations and affairs which may be reasonably requested by Bidder in connection with the application for the Regulatory Approval contemplated in clause 3.1(a) (FIRB) provided that if the information is subject to confidentiality restrictions or is considered to be commercially sensitive, competitively sensitive or privileged information, then Target or its Representatives may provide that information directly to FIRB or to Bidder’s legal counsel on a counsel to counsel basis for on-forwarding to FIRB. 3.3 Benefit and waiver of conditions precedent (a) The Conditions in clauses 3.1(a) (FIRB), 3.1(c) (Orders convening Scheme Meeting) 3.1(d) (Shareholder approval) and 3.1(e) (Court approval) cannot be waived. (b) The Condition in clause 3.1(b) (Restraints) is for the benefit of both Bidder and Target and any breach or non-satisfaction may only be waived in accordance with applicable law and with the written agreement of both parties. (c) The Conditions in clauses 3.1(f) (No Prescribed Occurrence) and 3.1(g) (No Material Adverse Change) are for the sole benefit of Bidder and any breach or non- satisfaction may only be waived by Bidder (in its absolute discretion) in writing. (d) The Conditions in clauses 3.1(h) (Independent Expert’s Report) and 3.1(i) (Bidder Funding) are for the sole benefit of Target and any breach or non-satisfaction may only be waived by Target (in its absolute discretion) in writing. (e) A party entitled to waive the breach or non-satisfaction of a Condition pursuant to this clause 3.3 (either individually or jointly) may do so in its absolute discretion. (f) Any waiver of the breach or non-satisfaction of a Condition by a party who is entitled to do so pursuant to this clause 3.3 is only effective if such waiver is given on or prior to 8.00am on the Second Court Date. (g) If a party waives the breach or non-satisfaction of any Condition, that waiver will not preclude it from suing the other party for any breach of this deed including a breach that resulted in the non-satisfaction of the Condition that was waived. (h) Waiver of a breach or non-fulfilment in respect of one Condition does not constitute: (i) a waiver of breach or non-fulfilment of any other Condition resulting from the same event; or (ii) a waiver of breach or non-fulfilment of that Condition arising from any other event.

Gilbert + Tobin Scheme Implementation Deed page | 5 3.4 Best endeavours (a) Bidder and Bidder Sub must, to the extent it is within its power to do so, use its best endeavours to satisfy, or procure the satisfaction of, the Conditions in clauses 3.1(a) (FIRB) and 3.1(i) (Bidder Funding) as soon as reasonably practicable after the date of this deed and that they remain satisfied. (b) Target must, to the extent it is within its power to do so, use its best endeavours to satisfy, or procure the satisfaction of, the Conditions in clauses 3.1(f) (No Prescribed Occurrence), 3.1(g) (No Material Adverse Change) and 3.1(h) (Independent Expert’s Report) as soon as reasonably practicable after the date of this deed and that they remain satisfied. (c) Each party must, to the extent it is within its power to do so, use their respective reasonable endeavours to ensure or procure that: (i) each of the Conditions in clauses 3.1(c) (Orders convening Scheme Meeting), 3.1(d) (Shareholder approval) and 3.1(e) (Court approval) is satisfied in accordance with the Timetable and that they remain satisfied; (ii) the Condition in clause 3.1(b) (Restraints) is not triggered; and (iii) there is no occurrence within their control that prevents, or would be reasonably likely to prevent, the satisfaction of any Condition (except to the extent such action is required to be taken or procured pursuant to, or is otherwise permitted by, this deed or the Scheme, or is required by law). (d) No party will take any action that will or is likely to hinder or prevent the satisfaction of a Condition, except to the extent that such action is required to be done or procured pursuant to, or is otherwise permitted by, this deed or the Scheme, or is required by law. (e) Target will not be in breach of its obligations under clause 3.4(b) or clause 3.4(c) to the extent that it takes an action or omits to take an action: (i) as required or expressly permitted to be done or expressly permitted not to be done, by this deed; (ii) in connection with an actual, proposed or potential Competing Proposal as permitted by clause 9.7; (iii) which has been consented to in writing by Bidder (such consent not to be unreasonably withheld, conditioned or delayed). (f) Neither Bidder nor Bidder Sub will be in breach of its obligations under clauses 3.4(a) or 3.4(c) to the extent that it takes an action or omits to take an action: (i) as required or expressly permitted to be done or expressly permitted not to be done, by this deed; or (ii) which has been consented to in writing by Target (such consent not to be unreasonably withheld, conditioned or delayed). (g) In respect of the Condition in clause 3.1(b) (Restraints): (i) Bidder and Target must each use their reasonable endeavours to challenge or otherwise seek to release or overturn the applicable law, rule, regulation,

Gilbert + Tobin Scheme Implementation Deed page | 6 restraining order, preliminary or permanent injunction or other preliminary or final decision, order or decree prior to 8.00am on the Second Court Date; and (ii) if any restraint contemplated in the Condition in clause 3.1(b) (Restraints) is in effect at 5.00pm on the Business Day prior to the Second Court Date, Bidder and Target shall consult with each other (each acting reasonably and in good faith) to consider delaying the Second Court Date and, if applicable, extend the End Date in order to facilitate the satisfaction of the Condition in clause 3.1(b) (Restraints). (h) In respect of the Conditions in clauses 3.1(f) (No Prescribed Occurrence) and 3.1(g) (No Material Adverse Change) if: (i) a Prescribed Occurrence occurs between (and including) the date of this deed and 8.00am on the Second Court Date, the Condition in clause 3.1(f) (No Prescribed Occurrence) will not be taken to have been breached or not satisfied; or (ii) a Material Adverse Change occurs between (and including) the date of this deed and 8.00am on the Second Court Date, the Condition in 3.1(g) (No Material Adverse Change) will not be taken to have been breached or not satisfied, unless: (iii) only if the Bidder is actually aware of a Prescribed Occurrence or Material Adverse Change prior to 5.00pm on the Business Day before the Second Court Date, Bidder has given Target notice under clause 3.5 in respect of such Prescribed Occurrence or Material Adverse Change (as applicable) and such notice also sets out all relevant circumstances of the breach to the extent Bidder is actually aware of such circumstances; and (iv) Target has failed to remedy the occurrence or the effects of the occurrence of a Prescribed Occurrence or Material Adverse Change before the earlier of: (A) 5.00pm on the Business Day before the Second Court Date; and (B) 5 Business Days after the date on which such notice is given. For the avoidance of doubt, in the case of the Condition in 3.1(g) (No Material Adverse Change), if Target remedies the occurrence or the effects of the occurrence of a Material Adverse Change to an extent that the relevant Specified Event or Specified Events would no longer constitute or have the effect of a Material Adverse Change, the Condition 3.1(g) (No Material Adverse Change) will be deemed to not have been triggered. 3.5 Notifications Each of Bidder and Target must: (a) keep the other promptly and reasonably informed of the steps it has taken and of its progress towards satisfaction of the Conditions; (b) promptly notify the other in writing if it becomes aware that any Condition has been satisfied; and

Gilbert + Tobin Scheme Implementation Deed page | 7 (c) promptly notify the other in writing if it becomes aware that any Condition is, is reasonably likely to or has become incapable of being satisfied (having regard to the respective obligations of each party under clause 3.4). 3.6 Certificate (a) At the hearing on the Second Court Date, each party will provide a certificate (or such other evidence as the Court may request) to the Court confirming (in respect of matters within its knowledge) whether or not, as at 8.00am on the Second Court Date the Conditions (other than the Condition set out in clause 3.1(e) (Court approval)), have been satisfied or waived in accordance with the terms of this deed. (b) Each party must provide to the other party a draft of the certificate to be provided by it pursuant to clause 3.6(a) by 5.00pm on the day that is two Business Days prior to the Second Court Date, and must provide to the other party on the Second Court Date a copy of the final certificate or other evidence provided to the Court. 3.7 Scheme voted down because of Headcount Test If: (a) the Scheme is not approved by Target Shareholders at the Scheme Meeting by reason only of the non-satisfaction of the Headcount Test; and (b) Target or Bidder considers, acting reasonably, that Share Splitting or some abusive or improper conduct may have caused or contributed to the Headcount Test not having been satisfied and provides written notice to this effect to the other party within 5 Business Days after the date of the conclusion of the Scheme Meeting, then Target must: (c) apply for an order of the Court contemplated by section 411(4)(a)(ii)(A) of the Corporations Act to disregard the Headcount Test and seek Court approval of the Scheme under section 411(4)(b) of the Corporations Act, notwithstanding that the Headcount Test has not been satisfied; and (d) make such submissions to the Court and file such evidence as counsel engaged by Target to represent it in Court proceedings related to the Scheme, in consultation with Bidder, considers is reasonably required to seek to persuade the Court to exercise its discretion under section 411(4)(a)(ii)(A) of the Corporations Act by making an order to disregard the Headcount Test. 3.8 Conditions not capable of being satisfied (a) If a Condition is not satisfied, or becomes incapable of being satisfied, before the End Date, then unless the relevant Condition (where capable of waiver) is waived: (i) subject to clause 3.8(b), either Bidder or Target may give the other party written notice (Consultation Notice) within 5 Business Days after the relevant notice of that fact being given under clause 3.5(c); (ii) upon delivery of the Consultation Notice, the parties must consult in good faith with a view to determining whether they can reach agreement with respect to:

Gilbert + Tobin Scheme Implementation Deed page | 8 (A) the terms (if any) on which the party with the benefit of the relevant Condition will waive that Condition; (B) an extension of the time for satisfaction of the relevant Condition or an extension of the End Date (as the case may be); (C) a change to the date of the application to be made to the Court for orders under section 411(4)(b) of the Corporations Act approving the Scheme or adjourning that application (as applicable) to another date agreed by the parties; or (D) the Transaction proceeding by way of alternative means or methods; and (iii) if the parties are unable to reach such agreement within 5 Business Days after a Consultation Notice is given, or if a Consultation Notice is not given within the timeframe specified in clause 3.8(a)(i) then, subject to clause 3.8(b), either party may terminate this deed by notice to the other without any liability to any party by reason of that termination alone. (b) A party will not be entitled to give a Consultation Notice or terminate this deed pursuant to clause 3.8(a)(iii) if: (i) the relevant Condition has not been satisfied as a result of: (A) a breach of this deed by that party; or (B) a deliberate act or omission of that party which directly and materially contributed to that Condition not being satisfied; or (ii) the relevant Condition is stated in clause 3.3 as being for the benefit of the other party or both parties. 3.9 Interpretation For the purposes of this clause 3, a Condition will be incapable of satisfaction, or incapable of being satisfied if there is an act, failure to act or occurrence that will prevent the Condition being satisfied by the End Date (and the breach or non-satisfaction that would otherwise have occurred has not already been waived in accordance with this deed). 4 Scheme and Scheme Consideration 4.1 Scheme The parties acknowledge and agree that, subject to the Scheme becoming Effective, on the Implementation Date the general effect of the Scheme will be that: (a) all of the Scheme Shares will be transferred to Bidder Sub; and (b) the Scheme Shareholders will be entitled to receive, for each Scheme Share held at the Scheme Record Date, the Scheme Consideration.

Gilbert + Tobin Scheme Implementation Deed page | 9 4.2 Scheme Consideration (a) The Scheme Consideration, in respect of a Scheme Shareholder, means, subject to clause 4.4(c), $4.43 per Scheme Share held by that Scheme Shareholder. (b) Bidder and Bidder Sub undertake and warrant to Target (in its own right and separately as trustee for each Scheme Shareholder) that, if the Scheme becomes Effective, in consideration for the transfer to Bidder Sub of the Scheme Shares held by each Scheme Shareholder under the terms of the Scheme, Bidder Sub will: (i) accept that transfer on the Implementation Date; and (ii) pay, or procure the payment into a trust account operated by the Target as trustee for the Scheme Shareholders of an amount in cleared funds equal to the aggregate amount of the Scheme Consideration for each Scheme Share, by no later than two Business Days before the Implementation Date, in each case in accordance with the terms of the Scheme and the Deed Poll. (c) Subject to the Scheme becoming Effective and Bidder and Bidder Sub complying with its obligations under clause 4.2(b), at 10.00am on the Implementation Date, the transactions which form part of the Scheme will be implemented in the following sequence: (i) all existing Target Shares at the Scheme Record Date (other than those held by an Excluded Shareholder) will be transferred to Bidder Sub; and (ii) in exchange, each Scheme Shareholder will receive the Scheme Consideration for each Scheme Share held by that Scheme Shareholder as at the Scheme Record Date, which Target will procure is paid to each Scheme Shareholder from the trust account referred to in clause 4.2(b)(ii). 4.3 Target Equity Incentives (a) Target will: (i) prior to 8.00am on the Second Court Date take such action as is necessary to ensure that, by no later than the Scheme Record Date, all Target Equity Incentives will be dealt with in the manner agreed between the Target and Bidder in writing (Equity Incentive Arrangements); (ii) ensure that, by no later than the date of the Scheme Meeting, the Target Board has passed the necessary resolutions, and the relevant persons have entered into such documents as are contemplated by the Equity Incentive Arrangements; and (iii) ensure that, by no later than the Business Day prior to the Scheme Record Date, all applicable restrictions have been removed from Restricted Shares, such that the Restricted Shares are able to participate in the Scheme, no Target Equity Incentives are in existence and all rights attached to the Target Equity Incentives have been extinguished on the Business Day before the Scheme Record Date. (b) Target must keep Bidder informed in respect of, and consult with Bidder in good faith in relation to, the Equity Incentive Arrangements and removal of restrictions from the Restricted Shares, including:

Gilbert + Tobin Scheme Implementation Deed page | 10 (i) providing Bidder with drafts of any documents which are proposed to be entered into in connection with the Equity Incentive Arrangements or Restricted Shares with reasonable notice; (ii) considering and taking all timely and reasonable comments made by Bidder into account in good faith on any such documents; (iii) promptly providing Bidder with copies of any documents which are executed in connection with the Equity Incentive Arrangements or Restricted Shares; and (iv) providing such updates in relation to the Equity Incentive Arrangements and Restricted Shares as Bidder may reasonably request. (c) For the avoidance of doubt, the parties agree that the exercise of any discretion by the Target Board, or any other action, which is in accordance with this clause 4.3 will not be a Material Adverse Change or a Prescribed Occurrence or a breach of any provision of this deed, or give rise to any right to terminate this deed, and will be disregarded when assessing the operation of any other part of this deed. 4.4 Permitted Dividend (a) Bidder acknowledges and agrees that Target may (in its discretion), at any time prior to the Implementation Date, announce, determine and pay, conditional on the Scheme becoming Effective, a Permitted Special Dividend, and that if Target determines and pays a Permitted Special Dividend, the Permitted Special Dividend: (i) must be paid in cash; (ii) must be paid no later than one Business Day before the Implementation Date; (iii) must not be in breach of the 'Benchmark Franking Rule' of section 203-25 of the Tax Act; (iv) may be franked to the maximum extent possible, subject to the franking account of Target not being in deficit at any time after the payment of the Permitted Special Dividend, taking into account any reasonably expected tax refund in respect of any tax payments or instalments made for the period up to the Implementation Date; (v) must not cause Target to incur any franking deficit tax; (vi) must have a record date at least two Business Days before the Scheme Record Date; and (vii) must comply with the Corporations Act. (b) Bidder acknowledges and agrees that, in order to ensure sufficient profits or distributable reserves in Target to pay the Permitted Special Dividend, one or more Subsidiaries of Target may settle intercompany balances or enter into other intercompany transactions or pay a dividend out of its profits, retained earnings or distributable reserves (or a combination of all or some of them) to another Subsidiary of Target, provided that such dividend does not result in any deficit in the franking account of any Subsidiary and is otherwise in accordance with the Corporations Act.

Gilbert + Tobin Scheme Implementation Deed page | 11 (c) The Scheme Consideration per Scheme Share will be reduced by the cash amount of any Permitted Special Dividend per Target Share to which Target Shareholders become entitled on or before the Implementation Date, but, for the avoidance of doubt, will not be reduced by the value attributed to any franking credits attached to any such dividends. (d) Bidder acknowledges and agrees that Target may choose to seek a class ruling from the Australian Taxation Office confirming that the Permitted Special Dividend can be partially or fully franked, provided that the seeking and/or receipt of such a class ruling does not result in any delay to the implementation of the Scheme in accordance with the Timetable unless Bidder has given its prior written consent to such delay (such consent not to be unreasonably withheld, conditioned or delayed). Bidder must provide Target with such assistance and information as may reasonably be requested by Target for the purposes of obtaining such ruling. Target must: (i) provide Bidder with a draft of the class ruling and any ruling request within a reasonable time before submission to the Australian Taxation Office for the purpose of enabling Bidder to provide comments on the requests; and (ii) consider in good faith, for the purpose of amending the drafting ruling requests, any reasonable comments from Bidder on the draft ruling requests, which Bidder must provide on a timely basis. (e) Target must provide a copy of the Target’s franking account to Bidder on the following dates: (i) a reasonable period before the scheduled meeting of the Target Board to consider a resolution to declare or pay a Permitted Special Dividend; and (ii) 5 Business Days prior to the Implementation Date. (f) If a franking credit would arise in Target’s franking account as a result of a payment to a Government Agency to be made in the period from immediately after execution of this document until the Implementation Date in respect of: (i) an instalment where a variation has been made to the amount that would otherwise be required to be paid to the Government Agency to increase the amount of the instalment to be paid; or (ii) a lodgement of a tax return with the Government Agency, in each case to the extent such payment is to ensure any Permitted Special Dividend is fully franked, then Target must provide a draft calculation of the variation or draft tax return to Bidder no later than 5 Business Days prior to making the payment to the Government Agency with both parties undertaking the following steps: (iii) Bidder may provide any comments on such draft calculation or return no later than 3 Business Days after receiving the information; (iv) Target will consider any reasonable comments by Bidder before payment of the instalment or lodgement of the tax return; and (v) Target will lodge any tax return or statement to the Government Agency in a manner consistent with the calculation of the final tax payment.

Gilbert + Tobin Scheme Implementation Deed page | 12 (g) Target undertakes that no amount of any Permitted Special Dividend will be directly or indirectly funded before the Implementation Date from the issue of equity interests (as defined in section 995-1 of the Tax Act) by any Target Group Member (as applicable), where such equity interests are issued before the implementation of the Scheme. (h) Bidder must provide Target with such assistance and information as may be reasonably requested by Target for the purposes of obtaining a ruling under clause 4.4(d), with such assistance and information including that no equity interests (as that term is defined in section 995-1 of the Tax Act) will be issued by the Bidder in a manner that would cause the Australian Taxation Office to rule that the Permitted Special Dividend is not a partially or fully franked dividend. For the avoidance of doubt, this will include how the Bidder Group intends to effect the repayment of any portion of a debt facility that has been drawn by Target prior to the Implementation Date to pay part or all of any Permitted Special Dividend. 4.5 No amendment to Scheme without consent Target may not consent to any modification of, or amendment to, or the making or imposition by the Court of any condition in respect of, the Scheme without the prior written consent of Bidder, such consent not to be unreasonably withheld, delayed or conditioned. 5 Implementation 5.1 Target's obligations Target must take all steps reasonably necessary to implement the Scheme as soon as reasonably practicable, including taking each of the following steps: (a) (Timetable) use reasonable endeavours to ensure that each step in the Timetable is met by the relevant date set out beside that step (subject to the assumptions and limitations set out in the Timetable); (b) (Target Information) prepare the Target Information in compliance with all applicable laws (in particular with the Corporations Act, RG 60 and the Listing Rules); (c) (drafts of Target Information) make available to Bidder drafts of the Target Information, consult with Bidder in relation to the content of those drafts, and consider in good faith, for the purpose of amending those drafts, comments from Bidder on those drafts; (d) (commission Independent Expert’s Report) promptly appoint an Independent Expert to provide the Independent Expert’s Report, and provide any assistance and information reasonably requested by the Independent Expert to enable it to prepare the Independent Expert’s Report; (e) (consult with Bidder) consult with Bidder as to the content and presentation of the Scheme Booklet including: (i) providing Bidder with drafts of the Scheme Booklet and the Independent Expert's Report (excluding the valuation section) in a timely manner and within a reasonable time before the advanced draft of the Scheme Booklet for review by ASIC is finalised for the purpose of enabling Bidder to review

Gilbert + Tobin Scheme Implementation Deed page | 13 and comment on those draft documents, provided that any review of the Independent Expert's Report is to be limited to a factual accuracy review; (ii) considering and taking all timely and reasonable comments made by Bidder into account in good faith when producing a revised draft of the Scheme Booklet and, in the case of the Independent Expert's Report, promptly providing those timely and reasonable comments to the Independent Expert in writing; and (iii) providing to Bidder a revised draft of the Scheme Booklet within a reasonable time before the draft of the Scheme Booklet which is provided to ASIC for approval pursuant to section 411(2) of the Corporations Act is finalised to enable Bidder to review and comment on that draft before the date of its submission; (f) (approval of Bidder Information) seek approval from Bidder for the form and context in which the Bidder Information appears in the Scheme Booklet, which approval Bidder must not unreasonably withhold or delay, and Target must not lodge the Scheme Booklet with ASIC until such approval is obtained from (or unreasonably withheld or delayed by) Bidder; (g) (liaison with ASIC): (i) provide an advanced draft of the Scheme Booklet to ASIC for its review and approval for the purposes of section 411(2) of the Corporations Act; and (ii) liaise with ASIC during the period of its consideration of that draft of the Scheme Booklet and keep Bidder reasonably informed of any matters raised by ASIC in relation to the Scheme Booklet and use reasonable endeavours, in consultation with Bidder, to resolve any such matters; (h) (ASIC and ASX review of Scheme Booklet): keep the Bidder informed of any material matters raised by ASIC or ASX in relation to the Scheme Booklet or the Transaction, and use reasonable endeavours to take into consideration any reasonable comments made by Bidder in relation to the matters raised by ASIC or ASX (provided that, where such matters relate to Bidder Information, Target must not take any steps to address them without Bidder prior written consent, which must not be unreasonably withheld or delayed); (i) (approval of Scheme Booklet) as soon as reasonably practicable after the conclusion of the review by ASIC of the Scheme Booklet, procure that a meeting of the Target Board, or of a committee of the Target Board appointed for the purpose, is held to consider approving the Scheme Booklet for dispatch to the Target Shareholders, subject to orders of the Court under section 411(1) of the Corporations Act; (j) (seek ASIC intent) apply to ASIC for a letter indicating whether ASIC proposes to make submissions to the Court, or intervene to oppose the Scheme, on the First Court Date; (k) (first Court hearing) lodge all documents with the Court and take all other reasonable steps to ensure that promptly after, and provided that the approval in clause 5.1(h) has been received, an application is heard by the Court for an order under section 411(1) of the Corporations Act directing Target to convene the Scheme Meeting;

Gilbert + Tobin Scheme Implementation Deed page | 14 (l) (registration of Scheme Booklet) if the Court directs Target to convene the Scheme Meeting, as soon as possible after such orders are made, request ASIC to register the explanatory statement included in the Scheme Booklet in relation to the Scheme in accordance with section 412(6) of the Corporations Act; (m) (updating Target Information) until the date of the Scheme Meeting, promptly update the Target Information with any information that arises after the Scheme Booklet has been dispatched that is necessary to ensure that the Target Information does not contain any material statement that is false or misleading in a material respect (including because of any material omission from that statement) or information which should have (in accordance with applicable laws) been but was not included in the Target Information in the Scheme Booklet (including if known at the time), including material information relevant to Target Shareholders’ decision whether to approve the Scheme or that is otherwise required to be disclosed to Target Shareholders under any applicable law; (n) (convening Scheme Meeting) take all reasonable steps necessary to comply with the orders of the Court including, as required, dispatching the Scheme Booklet to the Target Shareholders and convening and holding the Scheme Meeting, provided that if this deed is terminated under clause 12 Target will take all steps reasonably required to ensure the Scheme Meeting is not held; (o) (section 411(17)(b) statements) apply to ASIC for the production of statements in writing pursuant to section 411(17)(b) of the Corporations Act stating that ASIC has no objection to the Scheme; (p) (Court approval application) if the resolution submitted to the Scheme Meeting is passed by the majorities required under section 411(4)(a)(ii) of the Corporations Act (or, where clause 3.7 applies, the majority required under section 411(4)(a)(ii)(B) of the Corporations Act), subject to all other Conditions being satisfied or waived in accordance with this deed (other than the Condition in clause 3.1(e) (Court approval)), apply (and, to the extent necessary, re-apply) to the Court for orders approving the Scheme; (q) (promote the Transaction): participate in efforts reasonably requested by Bidder to promote the merits of the Transaction and encourage Scheme Shareholders to vote on the Scheme in accordance with the recommendation of the Target Board, subject to applicable law and ASIC policy; (r) (proxy solicitation) if requested by Bidder (and to the extent not already done so prior to the date of this deed), retain a proxy solicitation services firm (at the expense of Bidder should the Scheme not become Effective) to assist Target with the solicitation of votes at the Scheme Meeting and provide Bidder with copies of or access to information regarding the Scheme Meeting generated by that firm as reasonably requested by Bidder, including promptly advising Bidder at all times that Bidder reasonably requests, of the aggregate tally of votes received by Target in respect of the Scheme; (s) (registry details) provide Bidder with: (i) up-to-date copies of the Target Share Register as reasonably requested by Bidder; (ii) a copy of the register of information that is required to be maintained by Target in accordance with section 672DA of the Corporations Act, each time an updated copy of such register is received by Target and, in any event, on a monthly basis; and

Gilbert + Tobin Scheme Implementation Deed page | 15 (iii) all reasonably necessary information, and procure that the Target Registry provides all reasonably necessary information, that Bidder reasonably requires in relation to the Target Share Register to understand the legal and beneficial ownership of Target Shares (including, at the reasonable request of Bidder if it suspects there is any unusual holding or activity, through the issuance of directions under section 672A of the Corporations Act); (t) (proxy reports) keep Bidder informed of the status of proxy forms received before the Scheme Meeting, including over the period commencing 10 Business Days before the Scheme Meeting and ending on the deadline for receipt of proxy appointments; (u) (implementation of Scheme) if the Scheme is approved by the Court: (i) (lodge copy of Court order) subject to the Listing Rules, promptly lodge with ASIC an office copy of the orders approving the Scheme in accordance with section 411(10) of the Corporations Act; (ii) (Scheme Consideration) determine entitlements to the Scheme Consideration as at the Scheme Record Date in accordance with the Scheme; (iii) (transfer and registration) execute proper instruments of transfer and effect and register the transfer of the Scheme Shares to Bidder Sub on the Implementation Date; and (iv) (further acts) do all other things contemplated by or necessary to give effect to the Scheme and the orders of the Court approving the Scheme; (v) (suspension of trading) if the Scheme becomes Effective, apply to ASX to suspend trading in Target Shares with effect from the close of trading on the Effective Date; (w) (removal from quotation) if the Scheme becomes Effective, apply to ASX to have Target removed from the official list of ASX, and quotation of Target Shares on the ASX terminated, with effect on and from the close of trading on the Trading Day immediately following the Implementation Date (unless otherwise directed by Bidder in writing); (x) (Bidder Information) without the prior written consent of Bidder (not to be unreasonably withheld, conditioned or delayed), not use the Bidder Information for any purposes other than those expressly contemplated by this deed or the Scheme; (y) (documents) consult with Bidder in relation to the content of the documents required for the purpose of the Scheme (including originating process, affidavits, submissions and draft minutes of Court orders); and (z) (compliance with laws) do everything reasonably within its power to ensure that the Transaction is effected in accordance with all applicable laws and regulations. 5.2 Bidder's obligations Bidder and Bidder Sub must take all steps reasonably necessary to assist Target to implement the Scheme as soon as reasonably practicable after the date of this deed, including taking each of the following steps:

Gilbert + Tobin Scheme Implementation Deed page | 16 (a) (Timetable) use reasonable endeavours to ensure that each step in the Timetable is met by the relevant date set out beside that step (subject to the assumptions and limitations set out in the Timetable); (b) (Bidder Information) prepare and provide to Target the Bidder Information for inclusion in the Scheme Booklet, including all information regarding Bidder, Bidder Sub and Bidder’s intentions with respect to the assets, business and employees of Target if the Scheme is approved and implemented, to the extent required by and in compliance with all applicable laws (in particular under the Corporations Act, RG 60, Takeovers Panel guidance notes and the Listing Rules) and consult with Target as to the content and presentation of the Bidder Information in the Scheme Booklet and (in good faith) take into account any comments on drafts of the Bidder Information provided by or on behalf of Target; (c) (Regulatory notifications) in relation to the Regulatory Approval required to be applied for by Bidder or Bidder Sub lodge with any Government Agency within the relevant time periods all documentation and filings required by law to be so lodged by Bidder in relation to the Transaction; (d) (confirmation of Bidder Information) promptly after Target requests that it does so, confirm in writing to Target that: (i) it consents to the inclusion of the Bidder Information in the Scheme Booklet, in the form and context in which the Bidder Information appears; and (ii) the Bidder Information in the Scheme Booklet is not misleading or deceptive in any material respect (whether by omission or otherwise), and the inclusion of such Bidder Information, in that form and context, has been approved by the Bidder and Bidder Sub; (e) (update Bidder Information) promptly advise Target in writing if it becomes aware: (i) of information which should have been but was not included in the Bidder Information in the Scheme Booklet (including if known at the time), and promptly provide Target with the omitted information; or (ii) that the Bidder Information in the Scheme Booklet is misleading or deceptive in any material respect (whether by omission or otherwise), and promptly provide Target with any information required to correct the misleading or deceptive statements; (f) (Independent Expert) promptly provide all assistance and information reasonably requested by the Independent Expert to enable it to prepare the Independent Expert's Report for inclusion in the Scheme Booklet (including any updates to such report); (g) (assistance with Scheme Booklet and Court documents) promptly provide any assistance or information reasonably requested by Target or its Advisers in connection with the preparation of the Scheme Booklet (including any supplementary disclosure to Target Shareholders) and any documents required to be filed with the Court in respect of the Scheme; (h) (Deed Poll) before 5:00pm on the Business Day before the First Court Date, enter into the Deed Poll and deliver it to Target;

Gilbert + Tobin Scheme Implementation Deed page | 17 (i) (Court representation) procure that Bidder and Bidder Sub are represented by counsel at the Court hearings convened in relation to the Scheme, at which, through its counsel or solicitors, Bidder and Bidder Sub will undertake (if requested by the Court) to do all such things and take all such steps within its power as may be reasonably necessary in order to ensure the fulfilment of its obligations under this deed and the Scheme; (j) (compliance with laws) do everything reasonably within its power to ensure that all transactions contemplated by this deed are effected in accordance with all applicable laws and regulations; (k) (Scheme Consideration) if the Scheme becomes Effective, provide, or procure provision of, the Scheme Consideration in the manner and amount contemplated by clause 4 and the terms of the Scheme and the Deed Poll; (l) (Implementation) if the Scheme becomes Effective, do all things contemplated of it under the Scheme in accordance with the Deed Poll; and (m) (promotion of Transaction) participate in efforts reasonably requested by Target to promote the merits of the Transaction, subject to applicable law and ASIC policy. 5.3 Existing debt facilities (a) At the reasonable request of Bidder, between the date of this deed and the Implementation Date, Target must use reasonable endeavours to: (i) facilitate discussion between Target, Bidder and Target Group’s existing financiers for the purposes of: (A) Target notifying and discussing management of the repayment, and in the case of transactional banking, documentary credits or derivative transactions, at the request of the Bidder, continuation on or after the Implementation Date; and (B) the efficient termination (or continuation as the case may be) of the Existing Debt Facility (or any one or more of the facilities comprising the Existing Debt Facility) immediately after implementation has occurred on the Implementation Date (including as to the release of any existing guarantees or security held by counterparties over the Target Group Members); (ii) provide Bidder with assistance reasonably requested by Bidder in connection with the repayment of the Existing Debt Facility on or after the Implementation Date as may be required in connection with implementing the Transaction, including by (on or after the Effective Date), to the extent reasonably requested by the Bidder, issuing prepayment, cancellation and other notices or consent requests in relation to the Existing Debt Facility and the close out of any hedging positions and putting in place arrangements for the replacement or cash collateralisation of outstanding documentary credits. (b) Nothing in this clause 5.3 requires Target to take any action that would: (i) breach any existing contractual obligations or law; (ii) result in the loss of legal privilege;

Gilbert + Tobin Scheme Implementation Deed page | 18 (iii) adversely affect its Existing Debt Facility arrangements prior to the Implementation Date; or (iv) require any Target Group Member to actually effect repayment of the Existing Debt Facility prior to the Implementation Date; (v) impose liability or risk on any Target Indemnified Party; and (c) Bidder must indemnify and hold harmless each Target Indemnified Party (on the Target’s own behalf and separately as trustee for each of the other Target Indemnified Parties) from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with actions taken or cooperation provided under this clause 5.3, except where a Target Indemnified Party has engaged in fraud or wilful misconduct. 5.4 Conduct of Court proceedings (a) Bidder and Bidder Sub are entitled to separate representation at all Court proceedings affecting the Transaction. (b) Nothing in this deed gives Target, Bidder or Bidder Sub any right or power to give undertakings to the Court for or on behalf of the other party without that other party’s written consent. 5.5 Appeal process If the Court refuses to make any orders directing Target to convene the Scheme Meeting or approving the Scheme: (a) Target and Bidder must consult with each other in good faith as to whether to appeal the Court’s decision; and (b) Target must appeal the Court’s decision unless the parties agree otherwise or an independent senior counsel opines that, in their view, an appeal would have no reasonable prospect of success before the End Date. 5.6 New information Each of Target and Bidder must provide to the other all such further or new information of which it becomes aware that arises after the Scheme Booklet has been dispatched to Target Shareholders until the date of the Scheme Meeting where this is or may be necessary to ensure that the Scheme Booklet continues to comply with the Corporations Act, RG 60 and the Listing Rules. 5.7 Verification (a) Target must undertake reasonable verification processes in relation to the information included in the Scheme Booklet (other than the Bidder Information and the Independent Expert’s Report) so as to ensure that such information is not misleading or deceptive in any material respect (whether by omission or otherwise). (b) Bidder must undertake reasonable verification processes in relation to the Bidder Information so as to ensure that such information is not misleading or deceptive in any material respect (whether by omission or otherwise).

Gilbert + Tobin Scheme Implementation Deed page | 19 5.8 Responsibility statements The Scheme Booklet will include a responsibility statement to the effect that: (a) Bidder will be responsible for the Bidder Information contained in the Scheme Booklet and, to the maximum extent permitted by law, Target will not be responsible for any Bidder Information and will disclaim any responsibility or liability for Bidder Information appearing in the Scheme Booklet; (b) Target will be responsible for the Scheme Booklet (other than the Bidder Information, the Independent Expert’s Report and any other report or letter issued to Target by a third party) and, to the maximum extent permitted by law, Bidder will not be responsible for any information appearing in the Scheme Booklet other than the Bidder Information and will disclaim any responsibility or liability for any information appearing in the Scheme Booklet other than the Bidder Information; and (c) the Independent Expert is responsible for the Independent Expert’s Report, and none of Target, Bidder, Bidder Sub or their respective directors or officers assumes any responsibility for the accuracy or completeness of the Independent Expert’s Report. 5.9 Disagreement on content If Bidder and Target disagree on the form or content of the Scheme Booklet, they must consult in good faith to try to settle an agreed form of the Scheme Booklet. If complete agreement is not reached after reasonable consultation, then: (a) if the disagreement relates to the form or content of any information appearing in the Scheme Booklet other than the Bidder Information, the Target Board will, acting in good faith, decide the final form or content of the disputed part of the Scheme Booklet; and (b) if the disagreement relates to the form or content of the Bidder Information, Target will make such amendments to the form or content of the disputed part of the Bidder Information as Bidder reasonably requires. 5.10 Good faith co-operation Each party must procure that its Authorised Persons work (including by attending meetings and by providing information) in good faith and in a timely and co-operative fashion with the other parties to implement the Scheme, to prepare all documents required relating to the Scheme, and to agree and execute the strategy described in clause 6.6. 6 Conduct of business and transitional matters 6.1 Conduct of Target business Subject to clause 6.3, from the date of this deed up to and including the Implementation Date, Target must conduct its business, and must ensure that each Target Group Member conducts its business, in the ordinary and usual course of business and: (a) operates those businesses, in all material respects, in a manner generally consistent (subject to any applicable laws and regulations) with the manner in

Gilbert + Tobin Scheme Implementation Deed page | 20 which those businesses have been conducted in the 12 months prior to the date of this deed; (b) does not enter into any line of business or other material business activity in which the Target Group is not engaged as of the date of this deed; (c) complies in all material respects with all applicable material authorisations, laws and regulations (including the Listing Rules); (d) uses reasonable endeavours to: (i) preserve their relationships with customers, suppliers, landlords, licensors, licensees and others having material business dealings with them; (ii) comply in all material respects with all contracts or commitments under which the Target Group would receive revenue, or make expenditure; (iii) maintain all the material assets of the Target Group in the ordinary course and consistent with past practice and maintain appropriate and adequate insurance in respect of each of those assets which are insurable in a manner consistent with past practice; (iv) retain the services of officers and employees of the Target Group; and (e) conducts its business materially in accordance with the Budget; (f) does not take or fail to take any action that constitutes a Prescribed Occurrence. 6.2 Target prohibited actions Subject to clause 6.3, from the date of this deed up to and including the Implementation Date, Target must not, and must procure that the Target Group does not: (a) (asset acquisitions or disposals) in respect of any single transaction or series of transactions, acquire or dispose of any interest in, or grant an Encumbrance over any assets, business, real property, entity or undertaking, the value of which exceeds $3 million individually or in the aggregate; (b) (capex) in respect of any single transaction or series of transactions, incur or enter into commitments involving capital expenditure which exceeds $3 million individually or in the aggregate, other than as set out in the Budget, provided that capitalisation aligns with Target’s current accounting policy on software capitalisation; (c) (new employment contracts): (i) enter into a new employment contract with a potential employee of the Target Group under which contract the total remuneration payable to that potential employee would exceed $275,000 in any 12 month period other than to replace a role that becomes vacant after the date of this deed as a result of the resignation of an existing employee or termination of an existing employee as permitted by clause 6.2(d); or (ii) enter into such number of new employment contracts with potential employees for less than $275,000 that would result in aggregate in the total remuneration payable to the new employees to exceed $6,000,000;

Gilbert + Tobin Scheme Implementation Deed page | 21 (d) (existing employment contracts) terminate the employment of, or materially vary the terms of employment of, one or more of its officers, employees, directors or senior executives (other than termination for cause or in accordance with an employee’s terms of employment) including: (i) paying or agreeing to pay, any bonus, retention bonus, transaction bonus, special exertion payment, termination payment or similar to any such person; or (ii) accelerating or otherwise materially increasing compensation or benefits for any such person, in each case other than in accordance with clause 4.3 or pursuant to contractual arrangements in effect on the date of this deed and Fairly Disclosed in the Disclosure Letter or Due Diligence Materials or ordinary course increases in compensation or benefits consistent with past practice (provided that such increases do not exceed $5,000,000 on an annualised basis in aggregate) or an increase in respect of any given individual of more than the amount agreed for the purposes of this provision between the Bidder and Target in writing; (e) (labour arrangements) enter into or materially amending any enterprise bargaining agreement, collective bargaining agreement or any similar agreement with a trade union or work council; (f) (financial indebtedness) incur any financial indebtedness (except for draw-downs on existing banking facilities consistent with the Budget or otherwise agreed with the Bidder), or guarantee or indemnify the obligations of any person other than a Target Group Member other than: (i) trade payables in the ordinary course of business; (ii) any financial indebtedness (irrespective of what form that takes) between wholly owned members of the Target Group; or (iii) draw-downs on existing banking facilities to the extent required for payment of the Permitted Special Dividend; (g) (financial accommodation) provide financial accommodation other than to members of the Target Group (irrespective of the form of that accommodation) in excess of $3 million (individually or in aggregate); (h) (material contracts) (i) modify, renew, amend, waive, fail to enforce (in each case, in any material respect), assign or terminate any Material Contract; or (ii) enter into, renew, modify or amend, waive, fail to enforce (in each case, in any material respect), assign or terminate: (A) any contract or commitment, or a group of related contracts or commitments with the same party or group of related parties, under which the Target Group may receive revenue or incur expenditure or liabilities under the contract or commitment in excess of $750,000 per annum; (B) any contract that limits or restricts in any material respect, the ability of a Target Group Company to engage in any line of business or carry

Gilbert + Tobin Scheme Implementation Deed page | 22 on business in any geographic area or the scope of persons to whom a Target Group Company may sell products or conduct business, including pursuant to any “most favoured nation” or, in the case of contracts with a term of more than 12 months, “exclusivity” provisions, rights of first refusal, rights of first negotiation or similar rights to any person; or (C) any contract or commitment that has a change of control provision that will be triggered by the Transaction; (i) (related party arrangements) enter into or vary any arrangements with Nine or a Related Party of the Target; (j) (third party defaults) waive any third party default under any agreement or contract to which it is party where the financial impact of the waiver on the Target Group will be in excess of $3 million (individually or in the aggregate); (k) (legal proceedings) commence, settle or compromise any legal proceedings, Claim, investigation, arbitration or other like proceeding in connection with a Specified Matter or where the claimed or settlement amount exceeds $3 million (individually or in the aggregate), other than in respect of the collection of trade debts in the ordinary course of business; (l) (amend constitution) amend its constitution; (m) (tax Claims) settles or agrees to compromise any material tax Claims, liabilities, audits or disputes or makes, changes or rescinds any election in relation to tax; (n) (accounting policy) alter in any material respect any accounting method, practice, principle or policy of any Target Group Member, other than any change required by applicable accounting standards; or (o) (agree) authorise, procure, commit or agree to do any of the matters set out above. 6.3 Target permitted activities The obligations of Target under clauses 6.1 and 6.2 do not apply in respect of any matter or event to the extent: (a) required to be done or procured by Target or Target Group pursuant to this deed or the Scheme; (b) Fairly Disclosed in the Disclosure Letter or the Due Diligence Materials; (c) Fairly Disclosed to the ASX in the 36 months before the date of this deed and publicly available as at the date of this deed; (d) Fairly Disclosed in the Public Register Information; (e) Bidder has provided prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); (f) required to reasonably and prudently respond to an emergency or disaster (including a situation giving rise to a risk of personal injury or damage to property);

Gilbert + Tobin Scheme Implementation Deed page | 23 (g) required to reasonably and prudently respond to regulatory or legislative changes (including without limitation changes to subordinate legislation) affecting the business of Target or a Target Group Member to a material extent; (h) required by any applicable law or regulation, or by an order, injunction or undertaking of a court or Government Agency, or by generally accepted accounting standards or generally accepted accounting principles or any contractual obligation of any Target Group Member; or (i) which is undertaken in response to a Competing Proposal, but only to the extent permitted by clause 9, provided that, in the case of paragraphs (f), (g) and (h), to the extent reasonably practicable, having regard to the nature of the relevant requirement, Target has consulted with Bidder in good faith in respect of the proposal to take such action or not take such action (as applicable) and considers any reasonable comments or requests of Bidder in relation to such proposal in good faith. 6.4 Access (a) Subject to clauses 6.4(b) and 6.4(d), from the date of this deed to the Second Court Date, Target must use reasonable endeavours: (i) to procure that Bidder is provided with reasonable access (subject to the Confidentiality Deed) during normal business hours (in Sydney, Australia) and on reasonable notice to the books, records, senior executives and business operations of Target, and otherwise provide reasonable co- operation to Bidder and its Authorised Persons, in each case, for the sole purposes of: (A) the implementation of the Scheme; (B) Bidder furthering its understanding of Target’s financial position, operations and affairs; (C) cooperatively assessing and preparing any change of control filings or notices with respect to a Specified Consent or any of the Target Group’s contracts, licenses, permits or similar instruments; (D) integration planning prior to implementation of the Scheme; or (E) any other purpose that is agreed in writing between the parties, but not for the purposes of undertaking further due diligence investigations; (ii) procure that Bidder and its Authorised Persons continue to have access via the Online Data Room to the documents, records and information contained in Online Data Room; (iii) within 2 Business Days of the consideration of such information and correspondence by the Target Board in accordance with Target’s usual practices, promptly provide Bidder (and its Authorised Persons) with (or procure the provision of): (A) month end financial summary packs provided to the Bidder in the Due Diligence Materials;

Gilbert + Tobin Scheme Implementation Deed page | 24 (B) all material reports in relation to the business of the Target Group that are provided to the Target Board; (C) any information reasonably necessary for Bidder to comply with its current or future financial or other statutory reporting obligations; (D) a copy of all material correspondence received from, or provided to, a Government Agency (for the avoidance of doubt this does not include correspondence with a Government Agency to the extent it relates to a customer or supplier contract where such Government Agency is a counterparty); and (iv) keep the Bidder reasonably informed of any material developments in relation to the conduct of the business of the Target or the Specified Matters, and consult with Bidder in relation to the Target’s response to such matters and consider in good faith any reasonable comments of the Bidder. (b) The parties acknowledge that their rights and obligations under clause 6.4(a) shall be subject to the Confidentiality Deed and all applicable laws or requirements of any Government Agency. (c) Bidder must, and must procure that its Representatives, each other Bidder Group Member and their respective Representatives: (i) keep all information obtained by it or them as a result of this clause 6.4 confidential in accordance with the terms of the Confidentiality Deed; (ii) provide Target with reasonable notice of any request for information or access; and (iii) comply with the reasonable requirements of Target in relation to any access granted. (d) Nothing in clauses 6.4(a) or 6.5 gives Bidder any rights to determine the decision making of the Target or any Target Group Member (as opposed to a right of consent), or requires Target or any Target Group Member to: (i) disclose or make available any information in breach of an obligation of confidentiality to any person or applicable privacy laws; (ii) require a Target Group Member to take any action that would be reasonably expected to result in a Target Group member breaching any applicable law, order, rule or direction of any Government Agency, or the entity's constituent documents; (iii) without limitation to any of Target's obligations and covenants in clause 9, disclose or make available any information concerning the consideration of the Transaction or any actual or potential Competing Proposal (including, for the avoidance of doubt, any Competing Proposal made prior to the date of this deed) by the Target Board (or a sub-committee of the Target Board) or Target management, or any professional advice in relation to those matters; (iv) provide any confidential, competitively sensitive or privileged information where the provision of such information is reasonably likely to cause prejudice to the commercial or legal interests of the Target Group taken as a whole, or would be reasonably likely to jeopardise any attorney-client, work product or other legal privilege provided Target Group takes reasonable

Gilbert + Tobin Scheme Implementation Deed page | 25 steps to satisfy the reasonable information requests of Bidder concerning that matter (which includes, for the avoidance of doubt, redacting any confidential, competitively sensitive or privileged information); or (v) do anything that would, in the reasonable opinion of Target (acting in good faith), result in undue disruption to the Target Group’s business or require Target to make further disclosure to any other entity or Government Agency. 6.5 Integration Committee (a) On and from the date of this deed and provided that a Superior Proposal has not been received by Target or publicly announced in the interim, the parties agree to establish a committee (Integration Committee) initially comprising of the following individuals: (i) as representatives of Target: Peter Williams, Nathan Brumby, Catriona McGregor and Ali Hancock; and (ii) as representatives of Bidder: no more than 4 nominees of Bidder as may be notified in writing to Target (from time to time). (b) The role of the Integration Committee will be to act as a forum for discussion and planning in respect of: (i) matters related to integration planning, including stakeholder engagement and communications, business operations and functions or processes; and (ii) the process referred to in clause 6.6. (c) Provided that a Superior Proposal has not been received by Target or publicly announced in the interim, the Integration Committee will meet, fortnightly beginning on the date one fortnight from the execution of this deed until lodgement of the Scheme Booklet with ASIC and on weekly basis beginning on the date one week from lodgement of the Scheme Booklet and ending on the Implementation Date, at such times and places as agreed between the members of the Integration Committee from time to time, taking into account the existing roles and duties of Target representatives on the Integration Committee. Meetings may be held via telephone or other forms of technology that provide representatives with an opportunity to participate. (d) The parties acknowledge and agree that: (i) the Integration Committee is a discussion and planning forum only, and the members of the Integration Committee do not have power to bind the other party or to give any consent, approval or waiver on behalf of such other party; (ii) nothing in this clause 6.5 or elsewhere in this deed requires a party to: (A) act at the direction of the other party or is intended to create a relationship of partnership, joint venture or similar between the parties; or (B) take any action that would reasonably be expected to conflict with or violate the entity's constituent documents or any law;

Gilbert + Tobin Scheme Implementation Deed page | 26 (iii) the respective businesses of Bidder and the Target Group are to continue to operate independently until, and subject to, the implementation of either Transaction; and (iv) nothing in this clause 6.5 requires any of Target's representatives on the Integration Committee to do anything which would unduly interfere with their responsibilities to Target and the ongoing conduct of Target’s business. 6.6 Change of control As soon as practicable after the date of this deed, the parties must: (a) use all reasonable endeavours to promptly seek the Specified Consents and provide any required notifications, on the basis that: (i) Target will initiate contact, including joint discussions if required, with the relevant counterparties and request that they provide any consents or confirmations required or appropriate, provided that Target must consult with Bidder in connection with any discussions or correspondence given to the relevant counterparties, and Target must: (A) keep Bidder reasonably informed of any material discussions with the relevant counterparties in connection with clause 6.6(a); (B) give Bidder a reasonable opportunity to review drafts of any material communications with the relevant counterparties in connection with clause 6.6(a) and, acting reasonably and in good faith, take into account any reasonable comments provided by Bidder or its Authorised Persons; and (C) promptly provide Bidder with copies of all material communications received from the relevant counterparties in connection with clause 6.6(a), in each case, unless restricted by law or the relevant contract; (ii) Bidder must not contact any counterparties without Target present or without Target’s prior written consent (which is not to be unreasonably withheld, conditioned or delayed); (iii) Target must cooperate with, and provide reasonable assistance to, Bidder to obtain such consents or confirmations as expeditiously as reasonably practicable, including by promptly providing any information reasonably required by counterparties (but nothing in this clause 6.6 requires Target or Bidder to incur material expense); (iv) Bidder must cooperate with, and provide reasonable assistance to, Target to obtain such consents or confirmations as expeditiously as reasonably practicable, including by promptly providing any information reasonably required by counterparties (but nothing in this clause 6.6 requires Target or Bidder to incur material expense) and in doing so the Bidder must consider in good faith any requirements of counterparties to obtain the relevant consent or confirmation; and (v) a failure by a Target Group Member to obtain any third party consent or confirmation, or the exercise of a termination right, will not constitute a breach of this deed by Target.