ARN MEDIA LIMITED — AGM Information 2009

Apr 2, 2009

APN NEWS & MEDIA LIMITED ABN 95 008 637 643

NOTICE OF ANNUAL GENERAL MEETING

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Notice is hereby given that the Annual General Meeting of Members of APN News & Media Limited ABN 95 008 637 643 (the “Company”) will be held at The Four Seasons Hotel, 199 George Street, Sydney, New South Wales on Tuesday, 5 May 2009 at 11.00am

BUSINESS

1. Financial Statements

To receive and consider the Financial Report, the Directors’ Report and Independent Audit Report for the year ended 31 December 2008.

2. Directors

To consider the re-election of each of the following Directors by ordinary resolution:

• (a) Mr P M Cosgrove retires by rotation in accordance with the Company’s Constitution and being eligible offers himself for re-election.

• (b) Mr P P Cody retires by rotation in accordance with the Company’s Constitution and being eligible offers himself for re-election.

• (c) Mr D J Buggy retires by rotation in accordance with the Company’s Constitution and being eligible offers himself for re-election.

• (d) Mr V C Crowley being appointed as a Director of the Company on 5 March 2009 retires in accordance with the Company’s Constitution and the ASX Listing Rules and being eligible offers himself for re-election.

3. Remuneration Report

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That the Company’s Remuneration Report for the year ended 31 December 2008 be adopted.”

This resolution is advisory only and does not bind the Directors or the Company.

OTHER BUSINESS

To deal with any other business that may lawfully be brought forward.

NOTES

Proxies

A member entitled to attend and vote at the meeting is entitled to appoint not more than two proxies, who need not be members of the Company. Where more than one proxy is appointed, each proxy should be appointed to represent a specified percentage or specified number of the member’s voting rights. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half the votes. Fractions of votes will be disregarded.

A proxy form accompanies this notice.

Proxy forms may be lodged as follows:

• online at www.linkmarketservices.com.au;

• fax the completed proxy form to +61 2 9287 0309;

• mail the completed proxy form to Locked Bag A14, Sydney South NSW 1235, Australia; or

In each case the validly completed proxy form (together with any other document(s) specified in the instructions to the proxy form) must be received at an address given above no later than 11.00am on 3 May 2009. Proxy forms received after this time will be invalid.

Further directions for the proper completion of proxy forms are printed on the proxy form.

Voting by Attorney

A member entitled to attend and vote at the meeting may appoint an attorney to vote at the meeting. Attorneys should bring an original or certified copy of the power of attorney to the meeting.

Corporate Representatives

To vote at the meeting a corporation who is a member, or who has been appointed as a proxy by a member, may appoint a person to act as its representative. The appointment of a representative must comply with section 250D of the Corporations Act 2001. Evidence of the appointment must be brought to the meeting together with any authority under which it is signed. A pro forma “Certificate of Appointment of Corporate Representative” may be obtained from the Company’s Share Registry.

Voting Entitlements

Pursuant to Regulation 7.11.37 of the Corporations Regulations, the Directors of the Company have determined that the shareholding of each member for the purposes of ascertaining the voting entitlements for the Annual General Meeting will be as it appears in the Share Register at 7.00pm on 3 May 2009.

Voting Procedure Generally

The vote on each resolution will be decided on a show of hands unless a poll is validly demanded. Each member present in person, by proxy, attorney or representative, has one vote on a show of hands and one vote for each fully paid share held on a poll.

Jointly Held Shares

If shares are jointly held, only one of the members can vote. If more than one joint member votes, only the vote of the member whose name appears first on the register of members will be counted.

By order of the Board

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• deliver the completed proxy form to the Company’s Share Registry at Link Market Services Limited, Level 12, 680 George Street, Sydney, New South Wales 2000 (during normal business hours).

Y Lamont COMPANY SECRETARY Dated 24 March 2009

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EXPLANATORY NOTES

These notes have been prepared to assist members with their consideration of items of business proposed for the Company’s Annual General Meeting to be held at The Four Seasons Hotel, 199 George Street, Sydney, New South Wales on 5 May 2009 at 11.00am.

Item 1 – Financial Statements

No resolution is required for this item.

A copy of the Company’s 2008 Annual Report, including the Financial Report, the Directors’ Report and Independent Audit Report for the year ended 31 December 2008, may be accessed by visiting the Company’s website www.apn.com.au and clicking on the following links: Investor Centre > Annual & Half Year Reports > 2008 Annual Report.

A shareholder may elect to receive by mail, free of charge, the Company’s Annual Report or the Shareholder Review (a summary non-statutory investor report covering an overview of operations, key performance areas and a summary of financials and remuneration). Shareholders who wish to receive a hard copy of either document should contact the Company’s Share Registry.

The Company mails a copy of the Annual Report or the Shareholder Review as applicable (when they are released each year) only to those shareholders who have made an election to receive it.

Item 2 – Re-election of Directors

Details of each Director appear on pages 31 and 32 of the Company’s 2008 Annual Report.

The Board recommends that members vote in favour of each of resolutions 2(a) to 2(d).

Item 3 – Remuneration Report

The Remuneration Report for the year ended 31 December 2008 forms part of the Directors’ Report and appears on pages 21 to 29 of the Company’s 2008 Annual Report. A summary appears on pages 16 to 21 of the 2008 Shareholder Review.

The Remuneration Report sets out the policy for the remuneration of the Directors and key management personnel (as defined in the relevant accounting standard) of the Company and the consolidated entity.

The Corporations Act 2001 requires that a resolution be put to the vote that the Remuneration Report be adopted. The Corporations Act 2001 expressly provides that the vote is advisory only and does not bind the Directors or the Company.

Shareholders attending the Annual General Meeting will be given a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

The Company’s auditor will be present at the Annual General Meeting. Shareholders will be given the opportunity to ask the auditor questions about the conduct of the audit, the preparation and content of the Independent Audit Report, the accounting policies adopted by the Company and the independence of the auditor.

Shareholders eligible to vote at the Annual General Meeting may also submit written questions to the auditor in accordance with the Corporations Act 2001 no later than the fifth business day before the date of the Annual General Meeting. Each of these written questions, if any, will be answered by the auditor at the Annual General Meeting if the question is relevant to:

• the content of the Independent Audit Report; or

• the conduct of the audit of the Financial Report.

A list of the written questions to be answered by the auditor at the Annual General Meeting, if any, will be prepared by the auditor and made available at the start of the Annual General Meeting.

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APN NEWS & MEDIA LIMITED ABN 95 008 637 643

LODGE YOUR VOTE

All enquiries to: By mail:  APN News & Media Limited Telephone: 1300 553 550  C/- Link Market Services Limited Telephone (within Locked Bag A14 New Zealand): (09) 375 5998 Sydney South NSW 1235 Australia  By fax: +61 2 9287 0309

 ONLINE

www.linkmarketservices.com.au

PROXY FORM

I/We being a member(s) of APN News & Media Limited and entitled to attend and vote hereby appoint:

STEP 1

APPOINT A PROXY

the Chairman OR if you are NOT appointing the Chairman of the of the Meeting Meeting as your proxy, please write the name of the (mark box) person or body corporate (excluding the registered securityholder) you are appointing as your proxy or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy to vote for me/us on my/our behalf in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 11:00am on Tuesday, 5 May 2009, at The Four Seasons Hotel, 199 George Street, Sydney, New South Wales and at any adjournment or postponement of that meeting.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X

STEP 2 VOTING DIRECTIONS For Against Abstain * For Against Abstain * Resolution 2(a) Resolution 3 To re-elect Mr P M Cosgrove as a To adopt the Remuneration Report for Director the year ended 31 December 2008 Resolution 2(b) To re-elect Mr P P Cody as a Director Resolution 2(c) To re-elect Mr D J Buggy as a Director Resolution 2(d) To re-elect Mr V C Crowley as a Director

The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the securityholder in accordance with the instructions overleaf.

APN PRX901

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the Company. A proxy may be an individual or a body corporate.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the securityholder must sign.

Joint Holding: where the holding is in more than one name, either securityholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Corporate Representatives

If a representative of a corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am on Sunday, 3 May 2009, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will be invalid.

Proxy Forms may be lodged using the reply paid envelope or:

 by mail:

APN News & Media Limited

C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



by fax:

+61 2 9287 0309



online: ONLINE

www.linkmarketservices.com.au

lodging it online at Link’s website (www.linkmarketservices.com.au) in accordance with the instructions given there (you will be taken to have signed your proxy form if you lodge it in accordance with the instructions given on the website);

 by hand:

delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000 (during normal business hours).

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.