RURAL PRESS LIMITED. Scheme Booklet. For the recommended Schemes of Arrangement between. Rural Press Limited ACN and the holders of

RURAL PRESS LIMITED Scheme Booklet For the recommended Schemes of Arrangement between Rural Press Limited ACN 000 010 382 and the holders of Rural Press Ordinary Shares and Rural Press Preferred Shares (other than holders of Excluded Shares) in relation to the proposed Merger with Fairfax Media Limited ACN 008 663 161 THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION IF YOU HAVE ANY QUESTIONS IN RELATION TO THE MERGER, THE SCHEMES OR THE SCHEME MEETINGS PLEASE CONTACT YOUR LEGAL, INVESTMENT OR OTHER PROFESSIONAL ADVISER OR TELEPHONE THE SHAREHOLDER INFORMATION LINE ON: IF YOU ARE CALLING FROM WITHIN AUSTRALIA 1300 782 565 OR IF YOU ARE CALLING FROM OUTSIDE AUSTRALIA +613 9415 4122

- 1 - Letter from the Chairman of Rural Press RURAL PRESS LIMITED ABN 47 000 010 382 26 February 2007 Dear Rural Press Shareholder On 6 December 2006, the Rural Press Limited ( Rural Press ) Board announced that it had accepted a merger proposal from, and entered into a Merger Implementation Deed with, Fairfax Media Limited ( Fairfax Media ). The Rural Press Board has recommended that in the absence of a superior proposal for all the Rural Press Ordinary Shares and Rural Press Preferred Shares, Rural Press Shareholders vote in favour of the Merger with Fairfax Media. Since listing on the Australian Stock Exchange in 1989, Rural Press has grown from a company with a market capitalisation of less than $200 million to a company with a market capitalisation in excess of $2.3 billion (including Rural Press Ordinary Shares and Rural Press Preferred Shares) prior to the announcement of the Merger. This reflects the successful implementation of Rural Press management s objective of growing the scale of and earnings from the Company s rural and regional publishing and printing activities. The Merger represents an historic milestone for Rural Press and is a natural progression for the continued growth in the Company. The Merger will see Rural Press and Fairfax Media combine their respective businesses and provides Rural Press Shareholders with a unique opportunity to share in the future of a major Australasian integrated metropolitan, regional and rural print and digital media business. The Merged Group will have an enterprise value of over $9 billion (based on closing share prices of Fairfax Media Shares and Rural Press Shares on 20 February 2007). The Merger also represents an opportunity for Rural Press to achieve enhanced growth through participation in Fairfax Media s online businesses and expertise, which would not otherwise be available to Rural Press without significant investment. Importantly, Fairfax Media has a similar approach to Rural Press with a shared commitment to quality journalism while maintaining strong connections with the communities we serve. We remain committed to achieving the best outcomes for our shareholders, our staff and our communities. This is an exciting time for Rural Press Shareholders, and I believe the Merger with Fairfax Media will enable us to better pursue these ideals and commitments and provides greater certainty in a rapidly changing environment. The Merger Process and Scheme Meetings The Merger will be implemented through two court-approved Schemes of Arrangement, under which Rural Press Ordinary Shareholders and Rural Press Preferred Shareholders will be asked to vote on the proposal at their respective Scheme Meetings, either in person or by completing the relevant Proxy Form(s) enclosed with this Scheme Booklet. The Rural Press Preferred Scheme Meeting will be held at 10.00am on 5 April 2007 at the Sofitel Wentworth Hotel, 61-101 Phillip Street, Sydney. The Rural Press Ordinary Scheme Meeting will be held at 10.00am on 19 April 2007 at the Sofitel Wentworth Hotel, 61-101 Phillip Street, Sydney. Holders of both Rural Press Ordinary Shares and Rural Press Preferred Shares should vote at both Scheme Meetings either by attending the Scheme Meetings or by completing the Proxy Form(s), which are enclosed with this Scheme Booklet.

- 2 - If the Rural Press Preferred Scheme is not approved by the requisite majority of Rural Press Preferred Shareholders, Fairfax Media has agreed to make a takeover offer for the Rural Press Preferred Shares (for the same consideration as under the Rural Press Preferred Scheme) conditional only upon the Rural Press Ordinary Scheme becoming Effective and the expiry of five Business Days after the day on which the Rural Press Ordinary Scheme has become Effective, to allow those Rural Press Preferred Shareholders who wish to participate in the Merger to do so. How to vote Refer to Section 5 for information on how to vote on the Schemes. Scheme Consideration If the Schemes are approved by Rural Press Shareholders and all other conditions to the Schemes are satisfied, the Merger will be implemented between Fairfax Media and Rural Press and Fairfax Media will acquire 100% of Rural Press Ordinary Shares and Rural Press Preferred Shares. In return, Rural Press Ordinary Shareholders and Rural Press Preferred Shareholders will have the choice to receive for each Scheme Share held, either: Option A: 2.0 New Fairfax Media Shares and $3.30 in cash; or Option B: 2.3 New Fairfax Media Shares and $1.80 in cash. Consideration Election Form Enclosed with this Scheme Booklet is the Consideration Election Form which you should use to select one of the Scheme Consideration alternatives. If you do not make an election to receive one of the Scheme Consideration alternatives, you will receive 2.0 New Fairfax Media Shares and $3.30 in cash for each Rural Press Share (Option A) if the Merger is implemented. Rural Press Special Dividends In addition, on 8 February 2007 the Rural Press Board declared a fully franked special dividend of: $0.57143 for each Rural Press Ordinary Share; and $0.62858 for each Rural Press Preferred Share, which will be paid to Rural Press Shareholders who are registered as members on the Rural Press Register as at the Special Dividend Record Date, whether or not the Merger is implemented. The Rural Press Special Dividend will be paid on the day four Business Days after the Special Dividend Record Date, being 5.00pm on the earlier of the Merger Record Date and 15 June 2007. Rural Press Interim Dividends On 8 February 2007, the Rural Press Board declared a fully franked interim dividend of: $0.30 for each Rural Press Ordinary Share; and $0.33 for each Rural Press Preferred Share, which is due to be paid on 2 March 2007 to Rural Press Shareholders who were registered as members on the Rural Press Register as at 5.00pm on 21 February 2007.

- - Rural Press Directors Recommendation The Board of Rural Press unanimously supports the Merger and recommends that all Rural Press Shareholders vote in favour of it, in the absence of a superior proposal for all Rural Press Ordinary Shares and Rural Press Preferred Shares. Each of the Rural Press Board members intends to vote in favour of the Merger with respect to all Rural Press Ordinary Shares and Rural Press Preferred Shares held by them or in which they otherwise have a Relevant Interest, in the absence of such superior proposal. Independent Expert Deloitte Corporate Finance Pty Ltd has acted as an independent expert to assess the merits of the Merger on behalf of the Rural Press Shareholders. The Independent Expert has concluded that the Schemes are fair and reasonable and therefore in the best interest of Rural Press Shareholders in the absence of a superior proposal. The Independent Expert s Report is set out in Section 19 of this Scheme Booklet and should be read in full as part of your assessment of the Merger. Additional Information Please read this Scheme Booklet carefully as it contains important information in relation to the Merger and will assist you in making an informed decision on how to vote at the Scheme Meetings. It is important that you cast your vote, either by attending the Scheme Meetings or by completing the Proxy Form(s) accompanying this Scheme Booklet. Your vote at the Scheme Meetings is important in determining whether or not the Merger proceeds. Enclosed with this Scheme Booklet are the Proxy Form(s) which you should use if you are unable to attend the Scheme Meetings and the Consideration Election Form which you should use to select one of the Scheme Consideration alternatives described above. If you require any further information, please call the Shareholder Information Line on 1300 782 565 (within Australia) or +613 9415 4122 (outside Australia) or consult your legal, financial or other professional adviser. On behalf of the Board of Rural Press, I would like to take this opportunity to thank you once again for your support of the company, management and Board over many years, and I look forward to it continuing into the future as members of Fairfax Media. Yours sincerely, John B Fairfax AM Chairman Rural Press Limited

- - Important Notices The Scheme Booklet This Scheme Booklet sets out details of the Merger and except for Annexures E and F constitutes the Explanatory Statement for the Rural Press Ordinary Scheme and the Rural Press Preferred Scheme for the purposes of section 412(1) of the Corporations Act. It explains the effect of the Schemes between Rural Press and Rural Press Shareholders to be considered at the Scheme Meetings. You should read this Scheme Booklet in its entirety before making a decision as to how to vote on the resolutions to be considered at the Scheme Meetings. If you are in doubt as to what you should do, you should consult your legal, investment or other professional adviser. ASIC A copy of this Scheme Booklet has been examined and the Explanatory Statement registered by ASIC for the purposes of section 412(6) of the Corporations Act. ASIC has been requested to provide a statement, in accordance with section 411(17)(b) of the Corporations Act, that ASIC has no objection to the Schemes. If ASIC provides that statement, then it will be produced to the Court at the time of the Court hearing to approve the Schemes. Neither ASIC nor any of its officers take any responsibility for the contents of this Scheme Booklet. Investment decisions The information contained in this Scheme Booklet does not constitute financial product advice. This Scheme Booklet does not take into account the investment objectives, financial situation or particular needs of individual Rural Press Shareholders or any other person. Independent financial and taxation advice should be sought before making any decision in relation to the Schemes. Responsibility statement The Rural Press Information has been prepared by Rural Press and its directors and is the responsibility of Rural Press. Fairfax Media and its directors, officers and advisers do not assume any responsibility for the accuracy or completeness of the Rural Press Information. The Fairfax Media Information has been provided by Fairfax Media and its directors and is the responsibility of Fairfax Media. Rural Press and its directors, officers and advisers do not assume any responsibility for the accuracy or completeness of the Fairfax Media Information. The Joint Information has been prepared jointly by Rural Press and Fairfax Media based on information each company has provided to the other. Deloitte Corporate Finance Pty Limited has prepared the Independent Expert s Report in Section 19 of this Scheme Booklet and is responsible for that report only. KPMG has prepared the general outline of taxation implications of the Schemes in Section 18 of this Scheme Booklet and is responsible for that Section only. Ernst & Young has prepared the Investigating Accountant s Report in Section 17 of this Scheme Booklet and is responsible for that report only. Forward looking statements Certain statements in this Scheme Booklet relate to the future. Such statements involve known and unknown risks, uncertainties, assumptions and other important factors that may cause the actual results, performance or achievements of Rural Press, Fairfax Media or the Merged Group to be materially different from the results, performance or achievements expressed or implied by such statements. The operation and financial performance of Rural Press, Fairfax Media and the Merged Group are subject to various risks that are summarised in this Scheme Booklet and which may be beyond the control of Rural Press or Fairfax Media. As a result, the actual results of the Merged Group s operations and earnings following implementation of the Schemes and the actual advantages of the Schemes may differ from those that are anticipated or may not be achieved. Any forward looking statements in this Scheme Booklet are made, and reflect views held, only as at the date of this Scheme Booklet. Rural Press and Fairfax Media make no representation and give no assurance or guarantee that the occurrence of the events or the achievement of results expressed or implied in such statements will actually occur. You are cautioned not to place undue reliance on any forward looking statement. Privacy and Personal Information Rural Press will need to collect personal information to implement the Schemes. The personal information may include the names, contact details and details of shareholdings of Rural Press Shareholders, plus contact details of individuals appointed by Rural Press Shareholders to act as proxies, corporate representatives or attorneys at the Scheme Meetings. The primary purpose of the collection of personal information is to assist Rural Press in the conduct of the Scheme Meetings and to enable the Schemes to be implemented. The collection of certain personal information is required or authorised by the Corporations Act. Rural Press Shareholders, and other individuals in respect of whom personal information is collected, have certain rights to access the personal information collected about them and can contact the Rural Press Share Registry on 1300 855 080 (within Australia) or +613 9415 4000 (outside Australia) if they wish to exercise those rights. Personal information may be disclosed to the share registrars of Rural Press or Fairfax Media, print and mail service providers, authorised securities brokers, Related Bodies Corporate of Rural Press and to Rural Press' advisers to the extent necessary to effect the Schemes. If the information outlined above is not collected, Rural Press may be hindered in, or prevented from, conducting the Scheme Meetings, or implementing the Schemes effectively or at all. Rural Press Shareholders who appoint a named person to act as their proxy, corporate representative or attorney at the Scheme Meetings should ensure that they inform that person of the matters outlined above. Notice to foreign shareholders This Scheme Booklet has been prepared in compliance with the disclosure requirements of Australia which may be different from those in other jurisdictions. This Scheme Booklet and the Schemes do not in any way constitute an offer of securities or a solicitation of an offer to purchase securities in any place in which, or to any person to whom, it would not be lawful to make such an offer or solicitation. Rural Press Shareholders in jurisdictions outside Australia and its external territories or New Zealand should refer to Section 15.1 of this Scheme Booklet. References to time and currency Unless otherwise stated, a reference to time in this Scheme Booklet is a reference to time in Sydney, New South Wales, Australia. References to ($) dollars in this Scheme Booklet are to Australian dollars, unless otherwise stated. Rounding Certain financial figures in this Scheme Booklet have been rounded as applicable, unless otherwise stated. Such figures should be considered as approximate figures. Any discrepancies in any table between totals and sums of amounts listed therein or to previously published financial figures are due to rounding. Defined terms and interpretation Capitalised terms used in this Scheme Booklet are defined either in the Glossary in Section 16 or in the body of this Scheme Booklet. Unless otherwise stated or where the context otherwise requires, all data contained in this Scheme Booklet, including in charts, graphs and tables, are based on information available as at 20 February 2007. Tax Rural Press Shareholders should consult their tax adviser as to the applicable tax consequences of the Schemes. Court Process The Court is not responsible for the contents of this Scheme Booklet and, in ordering that the Scheme Meetings be held, the Court does not in any way indicate that the Court has approved or will approve the terms of the Schemes. An order of the Court under sections 411(1) and 411(1A) of the Corporations Act is not an endorsement of, or any other expression of opinion on, the Schemes. Date This Scheme Booklet and the Explanatory Statement are dated 26 February 2007.

- - Contents Letter from the Chairman of Rural Press... 1 Important Notices... 4 Contents... 5 1. Important Dates... 6 2. Overview What do you need to do?... 7 3. Questions and Answers... 9 4. Summary of the Merger... 21 5. Scheme Meetings and How to Vote... 33 6. Assessment of the Merger... 39 7. Risks... 55 8. Profile of Rural Press... 61 9. Profile of Fairfax Media... 79 10. Profile of the Merged Group... 101 11. Information about Fairfax Media Shares... 121 12. Implementation of the Schemes... 123 13. Rural Press Additional Information... 135 14. Fairfax Media Additional Information... 147 15. General Additional Information... 149 16. Glossary... 153 17. Investigating Accountant s Report... 163 18. Taxation Implications of the Merger... 171 19. Independent Expert s Report... 183 Annexure A - Merger Implementation Deed... 373 363 Annexure B Rural Press Ordinary Scheme... 410 400 Annexure C Rural Press Preferred Scheme... 423 413 Annexure D - Deeds Poll... 436 426 Annexure E - Notice of Rural Press Preferred Scheme Meeting... 457 447 Annexure F Notice of Rural Press Ordinary Scheme Meeting... 463 453 Rural Press Corporate Directory... 469 IBC

- 6-1. Important Dates Date and Time Event 3 April 2007, Date and time for determining eligibility to vote at the Rural Press Preferred 7.00pm Scheme Meeting 4 April 2007, Latest date and time for lodgement of Proxy Form(s) or powers of attorney 10.00am for the Rural Press Preferred Scheme Meeting 5 April 2007, Rural Press Preferred Scheme Meeting to vote on the Rural Press 10.00am Rural Preferred Scheme to be held at the Sofitel Wentworth Hotel, 61-101 Phillip Press Preferred Street, Sydney Scheme Meeting 11 April 2007 Expected date of despatch of bidder s statement by Fairfax Media for Rural Press Preferred Share Offers if Rural Press Preferred Scheme is not approved by Rural Press Preferred Shareholders 17 April 2007, Date and time for determining eligibility to vote at the Rural Press Ordinary 7.00pm Scheme Meeting 18 April 2007, Latest date and time for lodgement of Proxy Form(s) or powers of attorney 10am 19 April 2007, 10.00am Rural Press Ordinary Scheme Meeting for the Rural Press Ordinary Scheme Meeting Rural Press Ordinary Scheme Meeting to vote on the Rural Press Ordinary Scheme to be held at the Sofitel Wentworth Hotel, 61-101 Phillip Street, Sydney 23 April 2007 Second Court Date for approval of the Schemes 24 April 2007 Lodge Court order with ASIC and announce to ASX Effective Date 24 April 2007 Rural Press Ordinary Shares and, if the Rural Press Preferred Scheme is approved, Rural Press Preferred Shares cease trading at close of trading on ASX 24 April 2007, 7.00pm Election Date Latest date and time for lodgement of Consideration Election Form 26 April 2007 New Fairfax Media Shares commence trading on a deferred settlement basis 2 May 2007 Special Dividend Record Date for determining entitlements to the Rural Press Special Dividends 2 May 2007 Merger Record Date for determining entitlements to Scheme Consideration 3 May 2007 Rural Press Preferred Share Offers become unconditional 8 May 2007 Special Dividend Payment Date 9 May 2007 Implementation Date Expected date of payment of the Rural Press Special Dividends Implementation of the Schemes including Fairfax Media issuing New Fairfax Media Shares and payment of Cash Consideration 9 May 2007 Expected date of despatch of holding statements for New Fairfax Media Shares to Scheme Participants 10 May 2007 Trading of New Fairfax Media Shares on a normal settlement basis expected to commence on ASX The timetable above is indicative only and certain dates and times are subject to all necessary approvals from Rural Press Shareholders, the Court and other Regulatory Authorities. Rural Press has the right to vary any or all of these dates and times, subject to Court approval where required. Any changes to the above timetable will be published on Rural Press website at www.ruralpress.com and announced to the ASX, www.asx.com.au. The actual timetable will depend on factors outside the control of Rural Press and implementation of the Schemes is subject to the satisfaction or, if applicable, waiver of the Scheme Conditions (see Section 12.9). All times are referenced to the time in Sydney, New South Wales unless otherwise stated.

- 7-2. Overview What do you need to do? 2.1 Carefully read and consider this Scheme Booklet This is an important document. As a Rural Press Shareholder, you should read the information in this Scheme Booklet in its entirety before making a decision on how to vote on the resolutions to be considered at the Scheme Meetings. If you are in doubt as to what you should do, you should consult your legal, investment or other professional adviser. 2.2 Consider the reasons to vote in favour of the Merger, the disadvantages of voting in favour of and the risks of the Merger Refer to Section 6.3 for a discussion of the reasons to vote in favour of the Merger, and Section 6.4 for a discussion of the disadvantages of voting in favour of the Merger and Section 7 for a discussion of risks in relation to the Merger. 2.3 Consider your Rural Press Directors recommendation and the opinion of the Independent Expert The Rural Press Directors unanimously recommend that you vote in favour of the Schemes in respect of all your Rural Press Shares in the absence of a superior proposal for the Rural Press Ordinary Shares and Rural Press Preferred Shares. The Rural Press Directors intend to vote in favour of the Schemes in respect of all Rural Press Shares held by them or in which they otherwise have a Relevant Interest in the absence of such superior proposal. The Independent Expert has concluded that the Schemes are fair and reasonable and therefore in the best interest of the Rural Press Shareholders in the absence of a superior proposal. 2.4 Vote on the Merger in person or by proxy You are urged to vote at the Scheme Meetings, either: (1) in person, by attending the meetings. The Rural Press Preferred Scheme Meeting will be held at the Sofitel Wentworth Hotel, 61-101 Phillip Street, Sydney on 5 April 2007 at 10.00am and the Rural Press Ordinary Scheme Meeting will be held at the Sofitel Wentworth Hotel, 61-101 Phillip Street, Sydney on 19 April 2007 at 10.00am; or (2) by appointing a proxy to attend and vote on your behalf using the personalised Proxy Form(s) that accompanies this Scheme Booklet. Proxy Form(s) must be completed and received by the Rural Press Registry by: (a) (b) 10.00am on Wednesday, 4 April 2007 for the Rural Press Preferred Scheme Meeting; and 10.00am on Wednesday, 18 April 2007 for the Rural Press Ordinary Scheme Meeting.

- 8-2.5 Make a choice as to the form of consideration you would like to receive in exchange for your Rural Press Shares The Schemes provide for two alternative forms of consideration: Option A: 2.0 New Fairfax Media Shares and $3.30 in cash; or Option B: 2.3 New Fairfax Media Shares and $1.80 in cash. If you do not make an election, you will receive 2.0 New Fairfax Media Shares and $3.30 in cash for each Rural Press Share (Option A) if the Merger is implemented. If you wish to receive 2.3 New Fairfax Media Shares and $1.80 in cash for each Rural Press Share (Option B), then irrespective of how or whether you intend to vote, you should complete and return the Consideration Election Form that accompanies this Scheme Booklet to the Rural Press Registry by 7.00pm on the Election Date (currently 24 April 2007). 2.6 Who is entitled to receive the Scheme Consideration? If you are registered on the Rural Press Register as the holder of Rural Press Shares at 5.00pm on the Merger Record Date (currently 2 May 2007), you will be a Scheme Participant. If a Scheme becomes Effective, as a Scheme Participant, your Rural Press Shares (in the relevant class) will be transferred to Fairfax Media and you will receive the Scheme Consideration in the form that you elected using the Consideration Election Form (or if you did not make an election, you will receive 2.0 New Fairfax Media Shares and $3.30 in cash (Option A)). Refer to Section 12.13 for further details regarding Scheme Participants and Section 15.1 if you are an Ineligible Overseas Shareholder. 2.7 If you have any further queries If you have any questions in relation to the Merger, the Schemes or the Scheme Meetings after reading this Scheme Booklet, please contact your legal, investment or other professional adviser or telephone the Shareholder Information Line on 1300 782 565 (if calling within Australia) or +613 9415 4122 (if calling from outside Australia). If you would like more information about Rural Press, you can visit the Rural Press website at www.ruralpress.com. If you would like more information about Fairfax Media, you can visit the Fairfax Media website at www.fxj.com.au.

- 9-3. Questions and Answers This Section 3 answers some basic questions that you may have about the Merger. The information is a summary only and should be read in conjunction with the entire Scheme Booklet. You should read the entire Scheme Booklet (including the Rural Press Board s recommendations and the key reasons for the recommendations set out in Section 6) before deciding how to vote on the Schemes. Questions Answers Questions About the Merger What is the Merger? On 6 December 2006, Rural Press and Fairfax Media announced a proposal to merge. The Merger will combine Rural Press and Fairfax Media to create a major Australasian integrated metropolitan, regional and rural print and digital media business with an enterprise value of over $9 billion (based on closing share prices of Fairfax Media Shares and Rural Press Shares on 20 February 2007). If the Merger is implemented, Rural Press Ordinary Shares and Rural Press Preferred Shares will be transferred to Fairfax Media and Rural Press will become a Subsidiary of Fairfax Media. Why is the Merger being proposed? The Rural Press Directors received a proposal for the Merger from Fairfax Media and considered the advantages of the Merger and the disadvantages and risks associated with it. The Rural Press Directors subsequently determined that in the absence of a superior proposal, the Merger is in the best interests of Rural Press Shareholders. What are the benefits of the Merger? Benefits of the Merger to Rural Press Shareholders include: The Merger represents a premium to the historical trading prices of Rural Press Shares. The implied historic acquisition multiple is significantly higher than Rural Press implied historical trading multiples. The Merger will offer strategic and geographic diversification as Rural Press Shareholders will become shareholders in a major Australasian integrated metropolitan, regional and rural print and digital media business. Rural Press Shareholders will benefit from sharing in the ownership of one of the leading online portfolios and internet capabilities in Australasia. The Merger is expected to be significantly EPS accretive for Rural Press Shareholders. Rural Press Shareholders will share in expected synergy benefits of at least $35 million within 12 to 18 months.

- 10 - Questions Answers Rural Press Shareholders are expected to continue to receive attractive dividends. The Rural Press Board believes that the Merger is the most value-enhancing alternative for Rural Press Shareholders at this time, in the absence of a superior proposal. Rural Press Shareholders are expected to enjoy improved liquidity and trading through holding Fairfax Media Shares. The Independent Expert has concluded that the Schemes are fair and reasonable and therefore in the best interest of Rural Press Shareholders in the absence of a superior proposal. If the Merger is not implemented, the Rural Press Ordinary Share and Rural Press Preferred Share prices are likely to fall from their current prices. Further information regarding the advantages and reasons to vote in favour of the Schemes is set out in Section 6.3. What are the disadvantages of voting in favour of the Schemes? The disadvantages of voting in favour of the Schemes are considered in Section 6.4 and include: exposure to the potential risks of the Merger for Rural Press Shareholders; change in the nature of Rural Press Shareholders investment; reduced frequency of dividend payments; the value of the Scheme Consideration will fluctuate with the Fairfax Media Share price; and the possible crystallisation of taxation events earlier than would otherwise have occurred. What are the risks of the Merger? The risks associated with the Merger include: risks relating to the Merger process, including regulatory risks, integration and synergy risks, fluctuations in the value of the Scheme Consideration and potential loss of key personnel. These risks are described in Section 7.2; certain risks relating to the Merged Group. These risks are described in Section 7.3; and existing risks relating to Rural Press businesses which are common to both Rural Press and Fairfax Media s businesses and will continue to be relevant to those businesses after the Merger. These risks are described in Section 7.4. Rural Press Shareholders should read Section 7 and consider these risks carefully before deciding how to vote on the Schemes.

- 11 - Questions Answers What will I receive if the Merger is implemented? The Scheme Consideration for each class of Rural Press Shares is the same. If the Merger is implemented, you will be entitled to receive for each Rural Press Share held, at your election: Option A: 2.0 New Fairfax Media Shares and $3.30 in cash; or Option B: 2.3 New Fairfax Media Shares and $1.80 in cash. If you do not make an election, you will receive 2.0 New Fairfax Media Shares and $3.30 in cash for each Rural Press Share (Option A). In addition, the Board of Rural Press has declared a fully franked special dividend of: $0.57143 for each Rural Press Ordinary Share; and $0.62858 for each Rural Press Preferred Share, which will be paid whether or not the Merger is implemented. Ineligible Overseas Shareholders will receive the cash consideration plus their proportion of the proceeds of a nominee sale of all the New Fairfax Media Shares that would have been received under the relevant Scheme by Ineligible Overseas Shareholders, which will be net of applicable brokerage, costs, taxes and charges. What do the Rural Press Directors recommend? The Board of Rural Press unanimously recommends that all Rural Press Shareholders support the Merger in the absence of a superior proposal for all Rural Press Ordinary Shares and Rural Press Preferred Shares. How do the Rural Press Directors intend to vote in respect of their own shares? In the absence of a superior proposal, each Rural Press Director intends to vote in favour of the Schemes in respect of all Rural Press Shares held by him or in which he otherwise has a Relevant Interest. What is the opinion of the Independent Expert? The Independent Expert has considered each of the Schemes and has concluded that the Schemes are fair and reasonable and therefore in the best interest of the Rural Press Shareholders in the absence of a superior proposal. The Independent Expert s Report is set out in full at Section 19. How will the Merger be implemented? The Merger will be implemented by way of two Schemes of Arrangement: (a) (b) the Rural Press Preferred Scheme between Rural Press and Rural Press Preferred Scheme Shareholders; and the Rural Press Ordinary Scheme between Rural Press and

- 12 - Questions Answers Rural Press Ordinary Scheme Shareholders, pursuant to which Fairfax Media will acquire all of the Scheme Shares. If the Rural Press Preferred Scheme is not approved by Rural Press Preferred Shareholders, Fairfax Media has agreed to despatch the Rural Press Preferred Share Offers to Rural Press Preferred Shareholders. Further details on how the Merger will be implemented are set out in Sections 4.10 and 12. When and where will the Scheme Meetings be held? The Rural Press Preferred Scheme Meeting will be held at the Sofitel Wentworth Hotel, 61-101 Phillip Street, Sydney on 5 April 2007 commencing at 10.00am (Sydney time). The Rural Press Ordinary Scheme Meeting will be held at the Sofitel Wentworth Hotel, 61-101 Phillip Street, Sydney on 19 April 2007 commencing at 10.00am (Sydney time). When will the Merger become Effective? Subject to satisfaction or waiver of any outstanding conditions, it is expected that the Merger will become Effective on 24 April 2007. New Fairfax Media Shares will not be issued until the Implementation Date but Rural Press Shareholders are expected to be able to sell their New Fairfax Media Shares on a deferred settlement basis commencing on 26 April 2007. What happens if the Merger does not proceed? If the Merger does not proceed: Rural Press Shareholders will retain their Rural Press Shares and their rights remain unchanged, although the current price for Rural Press Shares is likely to fall; Rural Press Shareholders will still receive the Rural Press Special Dividends; The second and third interim dividends which were paid to Rural Press Shareholders in June and September in previous years will not be paid by Rural Press in 2007; and Rural Press will continue to operate as a stand alone entity and focus on its current business plan and strategy. Further details are set out in Sections 6.3(11) and 12.5. What will be the effect of the Merger on Rural Press Shareholders? If the Merger is implemented: Rural Press Ordinary Shareholders will transfer all their Rural Press Ordinary Shares to Fairfax Media; Rural Press Preferred Shareholders will transfer all their Rural Press Preferred Shares to Fairfax Media if the Rural Press Preferred Scheme becomes Effective or otherwise if they accept

- 13 - Questions Answers the Rural Press Preferred Share Offers from Fairfax Media (if applicable); in consideration for the transfer of Rural Press Ordinary Shares and Rural Press Preferred Shares, each Rural Press Shareholder will receive the Scheme Consideration (or its equivalent); Rural Press will become a Subsidiary of Fairfax Media; and Rural Press Ordinary Shares will cease to be quoted on ASX and, depending on the status of the quotation of Rural Press Preferred Shares, Rural Press may be delisted from ASX. What happens if the Rural Press Preferred Scheme is not approved (but the Rural Press Ordinary Scheme becomes Effective)? If the Rural Press Preferred Scheme is not approved by the requisite majority of Rural Press Preferred Shareholders, the Merger will still proceed with Fairfax Media making a takeover offer for the Rural Press Preferred Shares (for the same consideration as under the Rural Press Preferred Scheme) conditional only upon the Rural Press Ordinary Scheme becoming Effective and the expiry of five Business Days after the day on which the Rural Press Ordinary Scheme has become Effective, to allow those Rural Press Preferred Shareholders who wish to participate in the Merger to do so. Fairfax Media does not intend to seek a delisting of Rural Press Preferred Shares until it has acquired all the Rural Press Preferred Shares and intends to apply to ASX to maintain the current listing of the Rural Press Preferred Shares if any Rural Press Preferred Shares remain outstanding upon completion of the Merger. There is also a risk that Rural Press Preferred Shareholders who do not participate in the takeover offer and choose to retain their Rural Press Preferred Shares may not continue to receive dividends at the same level or as frequently as in the past. What happens if the Rural Press Ordinary Scheme is not approved? The Merger will not proceed (even if the Rural Press Preferred Scheme is approved at the Rural Press Preferred Scheme Meeting). What approvals are required at the Scheme Meetings? For each of the Schemes to be approved, votes in favour of the Scheme must be received from both: a majority in number (more than 50%) of Rural Press Shareholders in the relevant class voting at the Scheme Meeting (whether in person, by proxy, by attorney or by corporate representative); and at least 75% of the total number of Rural Press Shares in the relevant class voted at the Scheme Meeting (whether in person, by proxy, by attorney or by corporate representative). Questions About Voting Who is entitled to vote at Rural Press Preferred Shareholders who are registered as members

- 14 - Questions the Scheme Meetings? Answers on the Rural Press Register at 7.00pm on 3 April 2007 will be entitled to vote at the Rural Press Preferred Scheme Meeting. Rural Press Ordinary Shareholders who are registered as members on the Rural Press Register at 7.00pm on 17 April 2007 will be entitled to vote at the Rural Press Ordinary Scheme Meeting. Is voting compulsory? No, voting is not compulsory. However, your vote is important. If you cannot attend the Rural Press Preferred Scheme Meeting to be held on 5 April 2007 and/or the Rural Press Ordinary Scheme Meeting to be held on 19 April 2007, you should complete and return the relevant Proxy Form(s) enclosed with the Scheme Booklet. For further details regarding voting and submitting Proxy Forms for the Scheme Meetings, see Section 5 of this Scheme Booklet. Will I be bound by a Scheme even if I vote against the Merger? If a Scheme becomes Effective, it will bind all Rural Press Shareholders in the relevant class, including those who voted against it (and those who did not vote at all). Should I complete the Consideration Election Form even if I vote against the Scheme(s) or do not vote? If you would like to receive 2.3 New Fairfax Media Shares and $1.80 cash (Option B) instead of 2.0 New Fairfax Media Shares and $3.30 cash (Option A), you should complete and return the Consideration Election Form, even if you intend to vote against the Scheme(s) or not at all. If you do not lodge the Consideration Election Form and the Schemes are implemented, you will receive 2.0 New Fairfax Media Shares and $3.30 cash (Option A). Questions About the Merged Group Who will manage Fairfax Media following the completion of the Merger? All current Fairfax Media directors will remain Fairfax Media Directors following completion of the Merger. Two non-executive Directors of Rural Press will join the Fairfax Media Board. Mr David Kirk will remain as Chief Executive Officer of Fairfax Media. Mr Brian McCarthy will join Fairfax Media as Deputy Chief Executive Officer and Chief Executive Officer, Australia, responsible for metropolitan, regional, rural and magazine publishing and printing in Australia. The broadcasting and US magazine operations will continue to report to Mr McCarthy in the short term. Fairfax Business Media, Fairfax Media in New Zealand, Fairfax Digital, and Trade Me will continue to report to Mr David Kirk. Who will be the Chairman of the Merged Group? Mr Ronald Walker will continue as Chairman of Fairfax Media.

- 15 - Questions Answers Where will the head office of the Merged Group be located? The head office of the Merged Group will be located at Level 19, 201 Sussex Street, Sydney NSW 2000. It is currently anticipated that the head office will be relocated to One Darling Island Road, Pyrmont NSW 2009 during the 2007 calendar year. What are the intentions of the Board of Fairfax Media in relation to the business assets and employees of the Merged Group? A detailed functional review of all the activities of the Merged Group will be undertaken shortly following the Merger. No specific actions have currently been identified regarding the assets or employees of the Merged Group. It is anticipated that the corporate functions of Rural Press will be integrated into Fairfax Media and that there may be some redundancies eventuating for both Fairfax Media and Rural Press employees. For further details of the intentions of the Fairfax Media Board, refer to section 10.3. Questions About Fairfax Media What is Fairfax Media? Fairfax Media is one of Australasia s leading media groups with revenue for the financial year ended 30 June 2006 of $1.9 billion and net assets in excess of $2.1 billion. Fairfax Media s market capitalisation as at the close of business on 20 February 2007 was A$4.9 billion, placing it among Australia s top 100 largest listed entities. Fairfax Media s businesses, in print and online, reach over 4.5 million people per day. Among Fairfax Media s strengths is its position as Australasia s largest newspaper publishing group. Its portfolio consists of over 80 titles including principal mastheads such as The Sydney Morning Herald, The Age, The Australian Financial Review, BRW and The Sun-Herald in Australia, and The Press, The Dominion Post, The Sunday Star-Times and TV Guide in New Zealand. Fairfax Media also publishes regional and community newspapers, financial and consumer magazines, and is a leading content provider of news and information and classified advertising through its online business Fairfax Digital in Australia and New Zealand and its online auction and classified advertising website, trademe.co.nz. Why does Fairfax Media wish to merge with Rural Press? Fairfax Media wishes to merge with Rural Press in order to (i) grow its publishing businesses, (ii) leverage its online media businesses and (iii) continue its conversion into a digital media company. Fairfax Media believes that the long term growth profile of the Merged Group will exceed that of either company alone and will benefit both Fairfax Media and Rural Press Shareholders. How is Fairfax Media funding the Cash Consideration? As at the date of this Scheme Booklet, Fairfax Media has entered into a commitment letter with Australia and New Zealand Banking Group ( ANZ ) and Commonwealth Bank of Australia ( CBA ) pursuant to which ANZ and CBA have agreed to provide a financing facility of up to $667.5 million to Fairfax Media for the purposes of paying the Cash

- 16 - Questions Answers Consideration. Under the terms of the commitment letter, the facility will be conditional on the satisfaction of a number of conditions precedent and is subject to certain events of default that are usual for a facility of this nature and which are further described in Section 10.4. Fairfax Media expects to execute formal documentation in relation to the above facility before the Second Court Date. Fairfax Media s current intention is to fund the Cash Consideration from this facility. However, Fairfax Media may also enter into and use alternative financing facilities in order to pay some or all of the Cash Consideration but would only use an alternative facility if the terms of such facility, as they would apply to the use of funds to pay the Cash Consideration, are not materially less favourable to Rural Press Shareholders than under the facility described above. If Fairfax Media elects to use such alternative funding, this will not affect Fairfax Media s ability to pay the Cash Consideration as and when it is due under the Schemes. Questions About Your Entitlement How do I elect to receive my consideration? You have the choice to elect to receive either: Option A: 2.0 New Fairfax Media Shares and $3.30 in cash for every Scheme Share; or Option B: 2.3 New Fairfax Media Shares and $1.80 in cash for every Scheme Share, in respect of all of your Rural Press Ordinary Scheme Shares or all of your Rural Press Preferred Scheme Shares or both (as the case may be). You can make the election by completing and signing the Consideration Election Form which is enclosed with this Scheme Booklet, and returning it to the address specified in the form so that it is received no later than 7.00pm on the Election Date. If you make an election, your election will apply to all Scheme Shares held by you. What form of consideration will I receive if no election is made? If you do not make a valid election, you will receive 2.0 New Fairfax Media Shares and $3.30 in cash (Option A) as the Scheme Consideration if the Merger is implemented. Can I withdraw or change my Consideration Election Form if I change my mind? Yes. However, you must ensure that a written variation to your original Consideration Election Form is returned to the address set out in the Consideration Election Form prior to 7.00pm on the Election Date.

- 17 - Questions Answers Will I be required to pay broker fees or duty? Australian and New Zealand shareholders will not pay any brokerage or duty if the Merger proceeds. However, if you sell your New Fairfax Media Shares after the implementation of the Merger, you may have to pay broker fees. Ineligible Overseas Shareholders will receive the cash consideration plus their proportion of the proceeds of a nominee sale of all the New Fairfax Media Shares that would have been received under the relevant Scheme by Ineligible Overseas Shareholders, which will be net of applicable brokerage, costs, taxes and charges. When will I receive my Scheme Consideration? You will be issued with your New Fairfax Media Shares and the cash component of the Scheme Consideration will be despatched to you on the Implementation Date. At this stage, the Implementation Date is expected to be 9 May 2007. Holding statements detailing your holding of New Fairfax Media Shares are expected to be sent to you on the Implementation Date, but in any event within five Business Days after the Implementation Date. How will my Cash Consideration be paid? The Cash Consideration will be paid by: despatching a cheque to you to your address as recorded in the Rural Press Register (at the Merger Record Date); or making a deposit into an account notified by the Scheme Participant (which may include an account previously notified by the Scheme Participant for the purposes of payment of dividends). When can I start trading my New Fairfax Media Shares on ASX? Trading on the ASX of New Fairfax Media Shares issued as part of the Scheme Consideration is expected to commence on a deferred settlement basis on or about 26 April 2007. Deferred settlement trading will continue until holding statements are despatched for the New Fairfax Media Shares. Once the holding statements are despatched, deferred settlement trading in New Fairfax Media Shares will cease and normal settlement trading will commence on the Business Day after such despatch. Can I sell my Rural Press Shares now? If the Schemes become Effective, the Rural Press Ordinary Shares and Rural Press Preferred Shares will cease trading on ASX at the close of trading on the Effective Date, currently expected to be 24 April 2007. Accordingly, you can sell your Rural Press Shares on market at any time before the close of trading on the day that the relevant Scheme becomes Effective. No transfers in respect of Rural Press Shares the subject of a Scheme that becomes Effective will be registered after the Merger Record Date, expected to be 2 May 2007. You should note that if you sell your Rural Press Shares prior to 5.00pm on 2 May 2007, you will not receive the Rural Press Special Dividend as described in Section 4.6.

- 18 - Questions Answers What if I do not want New Fairfax Media Shares? It is expected that you will be able to sell the New Fairfax Media Shares you receive on market at any time on or after 26 April 2007. New Fairfax Media Shares sold before 10 May 2007 are expected to be sold on a deferred settlement basis, whilst those sold on or after 10 May 2007 are expected to be sold on a normal settlement basis. The sale of your New Fairfax Media Shares may have taxation implications. Refer to Section 18 for further information. What if I am a shareholder outside Australia or New Zealand? Fairfax Media is not obliged to issue New Fairfax Media Shares to any Ineligible Overseas Shareholders (that is, Rural Press Shareholders whose address on the Rural Press Register at 5.00pm on the Merger Record Date is in a jurisdiction other than Australia and its external territories or New Zealand), unless Fairfax Media and Rural Press are reasonably satisfied that the issue of New Fairfax Media Shares to that Ineligible Overseas Shareholder is not prohibited, not unduly onerous and not unduly impracticable. Rural Press and Fairfax Media currently expect that all Rural Press Shareholders whose addresses on the Rural Press Register are in a jurisdiction other than Australia and its external territories or New Zealand will be Ineligible Overseas Shareholders. In these cases, the New Fairfax Media Shares they would otherwise be entitled to receive will be issued to a nominee who will sell them on the stock market operated by ASX and the sale proceeds, net of any applicable brokerage, costs, taxes and charges, will be sent to Ineligible Overseas Shareholders. What are the tax implications of the Merger? The taxation implications of the Merger for Rural Press Shareholders who are resident in Australia are set out in Section 18 of this Scheme Booklet. Your decision on how to vote on the Schemes should be made only after consultation with your financial, legal, taxation and other professional adviser based on your own investment objectives, financial situation, taxation position and particular needs. What are the forms enclosed with this Scheme Booklet? Enclosed with this Scheme Booklet are: Consideration Election Form You only need to complete the Consideration Election Form if you wish to receive 2.3 New Fairfax Media Shares and $1.80 in cash (Option B) instead of receiving 2.0 New Fairfax Media Shares and $3.30 in cash (Option A) for every Scheme Share. Proxy Form(s) If you wish to vote but will not be able to attend any of the Scheme Meetings, you should complete and return a Proxy Form for that Scheme Meeting. If you hold both Rural Press Ordinary Shares and Rural Press Preferred Shares, you will have received two