Dear Fellow Shareholder,

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1 Fairfax Media Limited ABN Level 5 1 Darling Island Road Pyrmont NSW 2009 Dear Fellow Shareholder, I am pleased to enclose the Notice of Meeting and Proxy Form for the Fairfax Media Limited annual general meeting. The meeting will be held on Wednesday 24 October 2012, commencing at 10:30 am at the Park Hyatt Melbourne, 1 Parliament Square, Off Parliament Place, Melbourne, Victoria. The resolutions on the agenda this year are for the election of Directors, adoption of the remuneration report and the approval of the allocation of performance rights to the CEO, Mr Gregory Hywood, under the Company s Long Term Incentive Plan. Directors voting recommendations on the resolutions are set out in the agenda and in the Explanatory Notes. If you would like to submit questions for consideration by the Board before the meeting, there is a form included with the Notice of Meeting. The Board hope you are able to attend the annual general meeting and you will take the opportunity to meet with my fellow Directors and senior executives. I look forward to seeing you. Sincerely Roger Corbett, AO Chairman 1

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3 Notice of Annual General Meeting Fairfax Media Limited (the Company ) hereby gives notice that the annual general meeting of shareholders will be held at 10:30 am on Wednesday 24 October 2012 at The Ballroom, Park Hyatt Melbourne, 1 Parliament Square, Melbourne. AGENDA A. Chairman s address to shareholders B. Chief Executive s address to shareholders C. Shareholder discussion of the Financial Report, Directors Report and Auditors Report D. Resolutions for the election of Directors To consider and, if thought fit, pass the following ordinary resolutions. Resolutions supported by the Board 1. That Mr Michael Anderson be re-elected as a non-executive Director of the Company. 2. That Mr Sam Morgan be re-elected as a non-executive Director of the Company. 3. That Mr Jack Cowin be elected as a non-executive Director of the Company. 4. That Mr James Millar be elected as a non-executive Director of the Company. Resolutions not supported by the Board 5. That Mr Peter Cox, be elected as a non-executive Director of the Company. E. Adoption of Remuneration Report To consider and, if thought fit, pass the following non-binding resolution as an ordinary resolution: Resolution supported by the Board 6. That the Company s Remuneration Report for the financial year ended 24 June 2012 be adopted. Note: The vote on this resolution is advisory only and does not bind the Directors or the Company. F. Grant of performance rights to the Chief Executive under the long term equity-based incentive scheme To consider and, if thought fit, pass the following non-binding resolution as an ordinary resolution: Resolution supported by the Board 7. That approval be given for the grant of performance rights to the Chief Executive, Mr Gregory Hywood for 2013 and subsequent years, in accordance with the terms and conditions of the Company s Long Term Equity-Based Incentive Scheme and on the terms summarised in the Company s 2012 Annual Report and as summarised in the Explanatory Notes to this agenda. 3

4 EXPLANATORY NOTES These Explanatory Notes have been prepared to help shareholders understand the business to be put to shareholders at the forthcoming annual general meeting. They relate to the resolutions set out in the Notice of Meeting and should be read in conjunction with the Notice of Meeting. These Explanatory Notes form part of the Notice of Meeting. AGENDA ITEM C: Financial Report, Directors Report and Auditor s Report The Financial Report, the Directors Report and the Auditor s Report for the financial year ended 24 June 2012 will be tabled at the meeting. The Financial Report, the Directors Report and the Auditor s Report are also contained in the 2012 Fairfax Annual Report ( Annual Report ) which is available at At the meeting, shareholders will be given a reasonable opportunity to comment on or ask questions about the Group s management and financial performance. The Auditor will be present at the meeting and shareholders will also be given the opportunity to ask the Auditor questions on the conduct of the audit, the preparation and content of the Auditor s report, the accounting policies adopted by the Company for the preparation of the financial statements and the independence of the Auditor. AGENDA ITEM D Resolutions for the election of Directors Resolutions supported by the Board: Resolution 1 Mr Michael Anderson Non-executive Director Independent Appointed: 2 September 2010 Last elected: 11 November 2010 Board Committees: Chair of the Sustainability and Corporate Responsibility Committee and Member of the People and Culture Committee Mr Anderson is retiring by rotation and standing for re-election in accordance with Rule 6.1 of the Company s Constitution, which accords with Listing Rule Mr Anderson has had a long career in the radio industry including as Chief Executive of Austereo Limited from 2003 until Prior to becoming Chief Executive he was Chief Operating Officer and from 1997 until early 2003 he was Executive Director of Sales and Marketing. He began his career in sales at Austereo in During his time as Chief Executive he focussed the company on building strong station brands and adapting the business to the changing media market including building and maintaining market leadership and developing new strategic directions, focussing on target audiences and adapting to increased competition. He launched a nationwide digital network and Australia s first digital radio station. He has been a leader in adapting radio to the digital era. Mr Anderson brings expertise in radio, sales, digital product development and general management to the Board. The Board unanimously supports the re-election of Mr Anderson to the Board. Resolution 2 Mr Sam Morgan Non-executive Director Independent Appointed: 26 February 2010 Last elected: 11 November 2010 Mr Morgan is retiring by rotation and standing for re-election in accordance with Rule 6.1 of the Company s Constitution, which accords with Listing Rule Mr Morgan is the founder and former Chief Executive Officer of New Zealand s largest online transaction site Trade Me, which was purchased by Fairfax Media in He is the Chairman of 4

5 software company Visfleet and a Director of online business Xero. Mr Morgan was previously a Director of Sonar6. Mr Morgan is an outstanding new media and technology entrepreneur with a deep understanding of the digital economy. He has deep connections across global digital enterprise. He managed Trade Me from a start up to a multimillion dollar business. The Board unanimously supports the re-election of Mr Morgan to the Board. Resolution 3 Jack Cowin Non-executive Director Independent Appointed: 19 July 2012 In accordance with Rule 6.1 of the Company s Constitution, any Director appointed by the Board to fill a casual vacancy may only hold office until the annual general meeting following their appointment. On 19 July 2012 the Board appointed Mr Jack Cowin as a new Director. Accordingly, Mr Cowin is standing for election at the Company s annual general meeting. Mr Cowin is the Founder and Executive Chairman of Competitive Foods Australia Pty Ltd. The company was founded in Competitive Foods owns and operates over 350 fast food restaurants in Australia. It also operates several food manufacturing plants for the supermarket and food service industries exporting to 29 countries. Mr Cowin has been a Director of Ten Network Holdings Limited since its IPO in 1998 and an investor in the media industry. He is also a Director of BridgeClimb and Chandler Macleod Group Ltd and is on the Board of Directors of Sydney Olympic Park Authority. With Mr Cowin s expertise in media and in the retail and manufacturing industry, his entrepreneurial expertise, deep management skills and public company experience, Mr Cowin is a very valuable addition to the Board. The Board unanimously supports the election of Mr Cowin to the Board. Resolution 4 James Millar AM Non-executive Director Independent Appointed: 1 July 2012 In accordance with Rule 6.1 of the Company s Constitution, any Director appointed by the Board to fill a casual vacancy may only hold office until the annual general meeting following their appointment. On 1 July 2012 the Board appointed Mr James Millar as a new Director. Accordingly, Mr Millar is standing for election at the Company s annual general meeting. Mr Millar is an experienced Corporate Executive, Advisor and Director of a number of companies and organisations, including Mirvac Limited, Jetset Travelworld Ltd and Fantastic Holdings Limited. He is the former Chief Executive Officer and Oceania Area Managing Partner of Ernst & Young and was a member of the Ernst & Young Global Board, Mr Millar is a member of the Grant Samuel Advisory Board. His career prior to the leadership roles at Ernst & Young was as a corporate reconstruction professional. Mr Millar is a Director, trustee or member of a number of not-for-profit and charitable organisations. He has qualifications in business and accounting and is a Fellow of both the Institute of Chartered Accountants and the Australian Institute of Company Directors. In his professional career Mr Millar was responsible for the successful restructure of many businesses and has deep experience in business management. The Board unanimously supports the election of Mr Millar to the Board. 5

6 Resolution not supported by the Board: Resolution 5 Mr Peter J. Cox nominates himself for election as a Director in accordance with Rule 6.1 of the Company s Constitution. He has provided the following biographical details and platform for election. Fairfax Media has not verified the material provided by Mr Cox and makes no representation as to its accuracy. Information provided by Mr Peter J. Cox BEC MBA. I have been a leading media economist and analyst in Australia for more than 30 years and have provided advice to Australian and overseas operators, technology suppliers, bankers, stockbrokers, the Senate and the Government. I bring to the Fairfax Media board a unique set of qualifications and skills as a media economist to evaluate the cyclical threats and opportunities facing the media industry. Further, I provide extensive experience and expertise in preparing and evaluating media business models. I have consulted on new disruptive technologies and new media in Australia from the introduction of commercial FM in the late 70 s to satellite transmission, Pay TV, broadband and digital. I bring to the board experience in disintermediation and meeting the challenges of technological and structural changes in media. Independent expert advice on the Australian media industry has also been provided to private equity funds and investment banks in the US, the UK and Asia. I have been invited to be chairman or speaker at more than 70 media industry conferences and have written numerous papers and articles. I bring to the board expertise in evaluating the financial requirements of lenders and investors in media companies. At the newspaper industry PANPA conference in 2008 I warned that the newspaper model was broken a position later confirmed by Rupert Murdoch but denied by Fairfax. My concern about the number of poor strategic decisions made by Fairfax Media led me to attend the 2009 AGM and to write the chairman warning of the threats facing Fairfax and offering my media experience to the board. I was rebuffed without any consultation and the board was to subsequently appoint a number of new Directors with no media expertise. The Fairfax Media share price has fallen by 90% from its peak in 2007 causing a reduction in market capitalization of up to $5 billion which has been borne by the 35,000 shareholders of the company and by millions of Australians with superannuation funds invested in Fairfax. I believe I can offer media experience, digital understanding, independence and credibility to the board. I am completely independent, agree to meet all corporate governance requirements and have no other board or committee commitments which would prevent me from devoting whatever time and effort is needed to the Company. There are no quick fixes and I would take a collegiate approach to add to the collective knowledge of the board towards the following objectives It s time for urgent action. Ensure and develop independent quality journalism, Restore S&P rating from negative to stable, Prevent Fairfax from being broken up and sold off, Determine the viability of the current management plan, Maximise the value of existing assets and shareholder value, Develop the online and transactional businesses, Refine and monetise the distribution model, Re-establish the reputations of The Age and the SMH, Revive the financially threatened Australian Financial Review and Save Fairfax as a leading Australian media company. 6

7 Why the Board does not support resolution 5 For the reasons outlined below, the Board does not support the election of Mr Cox to the Board and unanimously recommends that shareholders vote AGAINST this resolution: Fairfax Media s Board has a succession planning process to identify and nominate potential Directors in a professional and structured manner. This nomination process considers the skills needed by the Board and the skills and expertise of serving Directors. This process allows the Board to identify skills and characteristics in any new Board candidates. The Board undertakes this process as part of Board performance reviews. The development of a list of potential Board candidates is managed by the Nominations Committee with the assistance of expert external advice. Prospective Director candidates with required experience, expertise, skills and independence and offering cultural fit and diversity are then reviewed and references sought with appropriate external assistance. This process has resulted in seven Directors joining the Board over the last three years. The Board s process balances the introduction of new skills to the Board while maintaining sufficient continuity, and ensures that shareholders are given the opportunity to elect the most appropriately qualified and experienced candidates to the Board. Mr Cox has offered his candidature for a directorship on a previous occasion but his experience and expertise was not considered to best fit Board requirements and a decision was taken not to extend an invitation for him to join the Board. The Board took into account that although Mr Cox has consultancy experience in electronic media he has little direct management experience, limited relevant digital business experience and no public company Board experience. Directors have reviewed his present nomination and have determined unanimously that there is no reason to change the Board s previous assessment. The Board unanimously recommends against the election of Mr Cox to the Board. AGENDA ITEM E Adoption of Remuneration Report Resolution supported by the Board: Resolution 6 The Remuneration Report, in the Fairfax Media 2012 Annual Report, sets out the Company s remuneration policies and practices together with details of the remuneration arrangements for the Directors, Chief Executive and Group executives. Shareholders will be given a reasonable opportunity to ask questions about or make comments on the Remuneration Report. Under the Corporations Act, this vote is advisory only and does not bind the Directors or the Company. However, the Directors will take into account the discussion of the Report and the outcome of the vote when considering the future remuneration arrangements of the Company. The Board unanimously recommends that shareholders approve the adoption of the Remuneration Report. Voting Exclusion Statement for Resolution 6: The Company will disregard any votes cast on resolution 6: by or on behalf of a member of the key management personnel (KMP) as disclosed in the Remuneration Report; as a proxy by a member of the KMP; and a closely related party of those persons, unless the vote is cast as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or by the Chairman of the meeting pursuant to an express authorisation to exercise the proxy. 7

8 AGENDA ITEM F Grant of performance rights to Chief Executive under the Long Term Equity-Based Incentive Scheme (LTI) Resolution supported by the Board: Resolution 7 By resolution at the 2011 Fairfax Media Annual General Meeting shareholders approved the participation of the Chief Executive in the Company s LTI. The Board has since considered the terms of the LTI and has made the following two key changes to the terms of the scheme: for all future allocations, to allocate performance rights (rather than shares) which will not attract dividends while unvested; and the vesting of performance rights will be tested three years after the year of allocation but if the vesting hurdles are not met there will be no further retest. Both of the above changes are consistent with contemporary views regarding LTI scheme design. Any share allocation resulting from the successful vesting of performance rights will be from onmarket purchase of shares by the LTI scheme Trustee at the relevant time. Reasons for seeking approval Shareholder approval is being sought for the grant of performance rights to Mr Hywood under the LTI for the 2013 financial year and subsequent years on the terms described in these Explanatory Notes. As any shares allocated to Mr Hywood upon vesting of rights will be purchased on-market. There is no requirement at law or under the Listing Rules for shareholders to approve the grant to Mr Hywood. The Board considers it appropriate for good corporate governance reasons alone to include the proposed grant as an item of business so that shareholders have an opportunity to consider and vote on this matter. Remuneration arrangements The remuneration details for the CEO are set out in the 2012 Fairfax Media Annual Report and summarised below. The key terms of Mr Hywood s remuneration arrangements with the Company include a Fixed Remuneration of $1.6 million per year. This is unchanged from last year. The Fixed Remuneration represents the total fixed cost to Fairfax including base salary, superannuation and other benefits. As well as Fixed Remuneration, Mr Hywood is eligible for a performance bonus and participation in the LTI. Mr Hywood is eligible for a performance bonus of up to 150% of Fixed Remuneration depending on achievement of defined performance criteria set at the beginning of each financial year. The performance targets are recommended by the Policy and Performance Committee of the Board and approved by the Board each year. Fifty five percent of the Performance Bonus is determined by achievement of financial targets for the Group. The remaining incentive is based on other Key Performance Indicators (KPI) set by the Board each year depending on the operational and strategic goals of the Group. These KPIs may also include specific financial and strategic targets. A component of this incentive may be deferred into shares (purchased on-market by the Executive Share Plan Trust). Under the LTI, up to and including 2012, Mr Hywood has been entitled to an allocation of shares to the equivalent of fifty percent of his Fixed Remuneration as an allocation of Fairfax shares each year. These shares vest on the terms set out below. Subject to shareholder approval, Mr Hywood will be entitled to an allocation of performance rights (rather than shares) from the 2013 financial year onwards. The maximum value of performance rights that will be granted to Mr Hywood is fifty percent of his Fixed Remuneration. Accordingly the Company seeks shareholder approval for the grant for the 2013 year to the value of $800,000. 8

9 The number of 2013 performance rights to be granted is calculated by dividing $800,000 by the fair value of each performance right as determined by external consultant, PricewaterhouseCoopers (PwC). The Company has requested PwC to calculate the value of the performance rights in accordance with AASB 2 Share-based payments, as at 17 September 2012, being shortly before the issue of these Explanatory Notes. By reference to the PwC value attributed to performance rights, each 2013 performance right was valued at 9 cents. On that theoretical value basis, the maximum number of 2013 performance rights that the Company would grant to Mr Hywood is 8,889 million. PwC will calculate the fair value of each performance right around the time of grant of performance rights in order to determine the actual number of performance rights to be granted. Long Term Equity-Based Incentive Scheme Terms Senior executives whose roles and skills are critical to the strategy of the Group are eligible to participate in the Company s equity-based LTI. The scheme aims to reward executives for creating growth in shareholder value. Up to and including the 2012 financial year, participants in the LTI received an allocation of Fairfax Media shares. For the 2013 and subsequent financial years, participants in the LTI will be granted performance rights which will entitle them, upon vesting, to an allocation of Fairfax Media shares. The number of Fairfax Media shares to which a participant is entitled depends on the participant s role and responsibilities. Shares for the allocations up to and including 2012 were purchased by the trustee of the Executive Share Plan on market. Shares to which participants may become entitled under 2013 and future grants of performance rights are also intended to be purchased on market. The shares are held by the trustee in trust until vesting or forfeiture of the allocation of shares or performance rights. For vesting, there are two performance hurdles, both linked to the Company s return to shareholders. The hurdles are measured at the end of the three year vesting period. In addition, in respect of shares allocated for 2012 or before, if vesting does not occur at the end of the three year period, a retest of the performance hurdles occurs at the end of the fourth year, and if satisfied, vesting occurs. Fifty percent of an allocation of shares will vest on achievement by the Company of the total shareholder return (TSR) target. TSR will be measured against the S&P/ASX 300 Consumer Discretionary Index and shares vest as described in the table below: TSR performance % of Allocation that vests Under 50th percentile 50th percentile 50th to 75th percentile Above 75th percentile 100% Nil 50% of allocation Straight line pro rata The other 50% of the allocation will vest on achievement of the earnings per share (EPS) target. EPS will be measured by the compound annual growth rate (CAGR) of the Company s EPS and vesting will be according to the table below: EPS performance % of Allocation that vests Less than 7% CAGR 7% CAGR 25% 7% to 10% CAGR Straight line pro rata 10% CAGR or above 100% Other terms of the LTI On termination of an executive s employment, vesting of rights depend on the circumstances of the termination. If an executive resigns, unvested allocations will generally be forfeited. Although the Board has discretion to allow vesting, generally the Board will not exercise this discretion unless there are special circumstances. On termination for misconduct, allocations will be forfeited. If an executive is terminated without cause, for example made redundant or dies or is permanently disabled, then vesting will be at the Board s discretion. In the circumstances of an offer to acquire the Company, the Board has a discretion regarding vesting. Nil 9

10 Performance Rights Plan (PRP) Following a review of the instrument used in the LTI with the advice of PwC, the Board decided that future allocations will be in the form of performance rights. The terms and conditions of the scheme are otherwise the same as outlined for the 2012 and previous LTI scheme including performance hurdles and termination conditions. However instead of allocating shares up front, allocations are in the form of performance rights. These rights allow that the executives acquire shares at a future point in time subject to achievement of the vesting criteria. No dividends will be payable over the vesting period. The vesting period will remain at three years. There will no longer be a fourth year retest of the performance hurdles. If the performance rights vest the executive will acquire them for nil consideration. Additional information The Company provides the following additional information: Mr Hywood has been allocated 571,428 shares under the LTI in respect of the 2011 financial year and 943,062 shares in respect of the 2012 financial year. At present, Mr Hywood is the only Director entitled to participate in any Company equity based incentive scheme. No loans will be made in relation to the acquisition of shares under the LTI. Shares acquired by the Executive Share Plan Trust under the LTI are bought over time on-market at the prevailing market price. Performance rights in respect of the 2013 financial year will be granted to Mr Hywood on 31 October 2012 which will be no later than three years after the meeting. The Board (except for Mr Hywood who does not make a recommendation), unanimously recommends that shareholders approve resolution 7. Voting Exclusion Statement The Company will disregard any votes cast on resolution 7 by: Mr Hywood (being the only Director entitled to participate in any of the Company s employee equity schemes) or any of his associates; and as a proxy by a member of the KMP or a KMP s closely related party, unless the vote is cast as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or by the Chairman of the meeting pursuant to an express authorisation to exercise the proxy. The Chairman intends to vote all undirected eligible proxies held by him in favour of resolutions 1, 2, 3, 4, 6 and 7 and against resolution 5. 10

11 Voting and Proxy Instructions YOUR VOTE IS IMPORTANT You are entitled to vote at the Annual General Meeting only if you are registered as a shareholder of the Company at 7:00 pm on 22 October 2012 Appointing a proxy If you are unable to attend the meeting, you are encouraged to appoint a proxy to attend and vote on your behalf. A proxy need not be a shareholder of the Company and can be an individual or a body corporate. A shareholder entitled to attend and cast at least two votes at the meeting is entitled to appoint up to two proxies. If a shareholder appoints two proxies, the shareholder may specify how many votes each proxy may exercise. If a shareholder appoints two proxies but does not specify how many votes each proxy may exercise, each proxy may exercise half the votes. If a member appoints two proxies, neither may vote on a show of hands if they both attend the meeting, however, they will be entitled to vote on a poll. The appointment of one or more duly appointed proxies will not preclude a member from attending the meeting and voting personally. The appointment of a proxy is not revoked by the member attending and taking part in the meeting, however, if the member votes on any resolution, the proxy/proxies will not be entitled to vote, and must not vote, as the member s proxy on the resolution. For your vote to count, your proxy form must be received by the Company s share registrar, Link, no later than 48 hours prior to the commencement of the meeting i.e. by 10:30 am on Monday 22 October To lodge your proxy, send it to Link at Level 12, 680 George Street, Sydney 2000, fax it to (02) or lodge it online at (click the proxy icon and follow the prompts). For online proxy lodgement, you will need to enter your SRN or HIN shown at the top right hand side of your personalised proxy form with the notice of meeting. You will be taken to have signed your proxy form if you lodge it in accordance with the instructions on the website. Alternatively, you may send or fax your proxy form to the Company s registered office at Level 5, 1 Darling Island Road, Pyrmont NSW 2009, fax (02) For additional proxy forms, contact Link on (or from outside Australia, ). Further instructions for appointing a proxy are on the proxy form. Default to Chairman If: a poll is duly demanded at the meeting in relation to a proposed item; and a member has appointed a proxy (other than the Chairman) and the appointment of the proxy specifies the way the proxy is to vote on the item; and that member s proxy is either not recorded as attending the meeting or does not vote on the item, the Chairman of the meeting will, before voting on the item closes, be taken to have been appointed as the proxy for the member for the purposes of voting on that item and must vote in accordance with the written direction of that member. Appointing the Chairman or other member of KMP as your proxy The key management personnel of the Company (which includes each of the Directors and executives named in the Company s 2012 Remuneration Report) ( KMP ) and their closely related parties (which includes spouses, dependents, certain other family members and controlled companies) will not be able to vote your proxy on resolutions 6 and 7 unless you tell them how to vote. If you intend to appoint a member of the KMP (such as one of the Directors) or one of their closely related parties as your proxy, please ensure that you direct them how to vote on resolutions 6 and 7. If you intend to appoint the Chairman of the meeting as your proxy, you can direct him how to vote by ticking the relevant boxes next to each item on the proxy form (ie for, against, abstain ). If no direction is provided, the Chairman of the meeting will vote your shares in favour of resolutions 6 and 7. 11

12 Corporate representatives A corporate shareholder may appoint an individual as its representative to attend the meeting and vote on its behalf. Corporate shareholders who appoint a representative must provide the representative with a properly executed notice of appointment, which the representative must bring to the meeting for the purposes of registration. The appointment may be for this meeting only or all meetings of the Company. Shareholders can download an Appointment of Corporate Representation form from If the proxy form is signed by an attorney, the original power of attorney under which the proxy form was signed, or a certified copy, must be received by Link or the Company at least 48 hours before the meeting i.e. by 10:30 am on Monday 22 October 2012 (unless it has been previously provided). Shareholder questions If you wish to submit a question to the meeting, please complete the question form at the back of this notice. Questions must be received by Link by 10:30 am Wednesday 17 October You may post or fax questions to Link or lodge them online (see instructions on the question form). Shareholders who attend the meeting will have an opportunity at the meeting to ask relevant questions. By order of the Board Gail Hambly Company Secretary Registered Office Level 5, 1 Darling Island Road Pyrmont NSW 2009 Ph: Fax: Web: Share Registry - Link Market Services Level 12, 680 George Street Sydney NSW 2000 Ph: Toll Free: Fax: : registrars@linkmarketservices.com.au All correspondence to: Fairfax Share Registry Level 12, 680 George Street, Sydney, NSW, 2000 Locked Bag A14, Sydney South, NSW, 1235 Telephone: (toll free within Australia) International: Facsimile: registrars@linkmarketservices.com.au Website: 12

13 Your questions regarding the Company that are relevant to the Annual General Meeting are important to us. We invite you to use this form to submit any questions that you may have on the: financial statements or the business, operations or management of the Company; conduct of the audit; preparation and content of the audit report; accounting policies adopted by the Company for the preparation of the financial statements; independence of the Auditor in relation to the conduct of the audit; or other agenda items. You may return this form in the reply paid envelope provided, or fax it to or you can submit your questions online if you got to click on AGM Questions and follow the prompts. All questions must be received by 10:30 am on Wednesday 17 October We attempt to respond to as many of the frequently asked questions as possible at the AGM. The Chairman will also permit the Auditor to answer written questions submitted to the Auditor. Shareholder s name Shareholder s address Shareholder s address Shareholder Reference Number or Holder Identification Number Please tick the relevant box: My question/s is/are for the: Chairman Auditor Question/s Fairfax Media Limited collects this information in order to confirm that you are a shareholder. The information is also provided to Link Market Services who holds Fairfax s share registry. You may access the information about you by contacting Link whose contact details are set out above. If you do not provide the information we will be unable to submit your question to the Chairman or Auditor. 13

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16 FAIRFAX MEDIA LIMITED GPO 506 Sydney NSW 2001 Sydney offices 1 Darling Island Road Pyrmont NSW 2009 Telephone: