ARN MEDIA LIMITED — Proxy Solicitation & Information Statement 2012

Mar 7, 2012

8 March 2012

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Dear Shareholder

I write in relation to our announcement on 23 February 2012, which advised that APN News & Media has agreed to form a joint venture with Quadrant Private Equity to capitalise on opportunities in the outdoor advertising sector.

The joint venture will retain the name APN Outdoor and will incorporate all of APN’s whollyowned outdoor advertising businesses in Australia and New Zealand as well as APN’s 50% interests in Rainbow Premium Outdoor in Indonesia. The transaction values APN Outdoor at $272m on an enterprise value basis and will generate gross cash proceeds of approximately $190m for APN upon completion. APN’s 50% ownership in Adshel (street furniture) and Hong Kong (Buspak and Cody) operations remain outside the new APN Outdoor joint venture.

Outdoor advertising is one of the fastest growing media sectors and your Board has determined that the joint venture is an excellent opportunity to leverage APN’s expertise, management team and staff, and strong operational history into a well capitalised business that is able to drive further innovation and pursue growth. Opportunities include expansion in local markets, product innovation and investment in selected opportunities in Asia.

Quadrant Private Equity is a highly regarded private equity firm that will bring strategic focus and investment capital to the business. It has a proven track record in successfully partnering with companies and shares our view on the potential of the outdoor advertising market. We will report on developments in Outdoor and our other divisions at the upcoming Annual General Meeting. Notices for the AGM will be despatched shortly.

A standalone debt facility will be implemented for the new joint venture supported by a security package that is typical for such funding arrangements. There will be no recourse back to APN from the joint venture funding.

The steps required to complete the transaction create a technical issue such that the funding and security arrangements may constitute “financial assistance” for the purposes of section 260A of the Corporations Act . The approval of APN shareholders is therefore required, and this Extraordinary General Meeting has been called in order to seek shareholder approval and to allow the transaction to complete promptly.

Please find enclosed a Notice of Extraordinary General Meeting and Explanatory Notes which detail the arrangements requiring shareholder approval. You will note this is the only item of business for the meeting.

The APN Board considers the joint venture to be an exciting opportunity to further expand our successful position in the outdoor advertising sector. Investor reaction has been positive and I encourage you to support the joint venture by voting in favour of the resolution.

Yours sincerely

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Gavin O’Reilly Chairman

APN News & Media Limited ABN 95 008 637 643

Level 4 100 William Street Sydney NSW 2011 Australia Telephone 61 2 9333 4999 Facsimile 61 2 9333 4900