• Domain enters exclusivity agreement with CoStar for potential $4.43 per share acquisition
• Domain directors intend to unanimously recommend the transaction to shareholders
• Transaction subject to satisfactory due diligence, definitive documentation, and customary conditions

Domain Holdings Australia Limited [ASX:DHG] ('Domain' or 'Company') has announced that it has entered into an exclusivity and process deed ('Exclusivity Deed') with CoStar Group, Inc. ('CoStar') in relation to CoStar's revised non-binding indicative proposal to acquire 100% of the issued capital of Domain by way of scheme of arrangement for a cash consideration of $4.43 per Domain Share ('Transaction'). The Exclusivity Deed outlines the exclusivity arrangements between the parties to facilitate CoStar conducting due diligence in connection with the Transaction. Domain has confirmed to CoStar that each of the Domain directors intends to unanimously recommend Domain shareholders vote in favour of the scheme of arrangement in relation to the Transaction, in the absence of a superior proposal and subject to an independent expert concluding that the Transaction is in the best interests of Domain shareholders. This intention is subject to entry into a binding implementation agreement on acceptable terms. The CoStar Proposal remains subject to a number of conditions, including satisfactory completion of confirmatory due diligence, negotiation and execution of transaction documentation, as well as customary conditions. There is no guarantee that a binding agreement will be reached and therefore no certainty that the CoStar Proposal will result in a transaction.