ARN MEDIA LIMITED — Share Issue/Capital Change 2016

May 10, 2016

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

APN News & Media Limited ( APN )

ABN

95 008 637 643

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Fully paid ordinary shares (Shares)
	APN will issue 343,013,785 Shares (Entitlement Offer Shares) pursuant to a fully underwritten pro rata accelerated renounceable entitlement offer as detailed in the announcement dated Wednesday, 11 May 2016 (Entitlement Offer). The final number of Entitlement Offer Shares issued, and the split between the institutional component and the retail component of the Entitlement Offer remains subject to reconciliation of shareholders' holdings and rounding.

• See chapter 19 for defined terms.

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3 Principal terms of the +securities (e.g. if options, Fully paid ordinary shares. exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally From the issue date, the Entitlement Offer in all respects from the[+] issue Shares will rank equally in all respects with the date with an existing[+] class of existing fully paid ordinary shares in APN. quoted[+] securities? If the additional[+] securities do not rank equally, please state:

 the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration

$0.53 per Entitlement Offer Share.

• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

The net proceeds of the Entitlement Offer will be used to repay a portion of APN's corporate debt, and if the Demerger proceeds (as defined and further explained in the Notice of Meeting and Explanatory Memorandum which was also lodged by APN with the ASX on Wednesday, 11 May 2016), to establish an appropriate post Demerger capital structure for APN and NZME.

• 6a Is the entity an[+] eligible entity that has obtained security holder approval under rule 7.1A?

N/A

If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i

6b The date the security holder resolution under rule 7.1A was passed

N/A

• 6c Number of[+] securities issued without security holder approval under rule 7.1

N/A

• See chapter 19 for defined terms.

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6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non‐cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	N/A	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	The issue date under the institutional component of the Entitlement Offer is scheduled for Friday, 20 May 2016. The issue date under the retail component of the Entitlement Offer is scheduled for Tuesday, 7 June 2016.
	Number	+Class
	1,372,055,141 which includes Shares to be issued under the Entitlement Offer	Fully paid ordinary shares

• See chapter 19 for defined terms.

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Number +Class 9 Number and +class of all 5,654,321 Performance rights +securities not quoted on ASX issued under APN’s ( including the +securities in Long Term Incentive section 2 if applicable) Plan 10 Dividend policy (in the case of a Same dividend entitlements as apply to trust, distribution policy) on the existing ordinary shares in APN. increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non‐ renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions	No
	Renounceable
	1 new share for every 3 existing ordinary shares in APN held at the record date
	Fully paid ordinary shares
	7:00pm (Sydney time) on Friday, 13 May 2016
	No
	Any fractions arising in the calculation of entitlements will be rounded up to the nearest whole number of new Shares.

• See chapter 19 for defined terms.

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18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	For the institutional component of the Entitlement Offer, all countries other than New Zealand, Hong Kong, Singapore, United Kingdom, Switzerland, Norway, France, Italy, Ireland, Germany, and any other jurisdictions agreed by APN and the Joint Lead Managers. For the retail component of the Entitlement Offer, all countries other than Australia,New Zealand and Ireland.
	The institutional component of the Entitlement Offer is scheduled to close on Thursday, 12 May 2016. The retail component of the Entitlement Offer is scheduled to close at 5:00pm (SydneyTime)on Friday,27May2016.

• See chapter 19 for defined terms.

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20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting	Credit Suisse (Australia) Limited (Credit Suisse) and UBS AG, Australia Branch (UBS)
	APN has agreed to pay each of Credit Suisse and UBS (as joint lead managers, underwriters and bookrunners) half of each of the following fees: (A) in relation to the institutional component of the Entitlement Offer, an underwriting fee of 1.45% of the institutional offer proceeds (excluding GST) and a management fee of 0.70% of the institutional offer proceeds (excluding GST); and (B) in relation to the retail component of the Entitlement Offer, an underwriting fee of 1.45% of the retail offer proceeds (excluding GST) and a management fee of 0.70% of the retail offer proceeds (excluding GST). In addition, APN may, in its absolute discretion, consider paying the underwriters in aggregate an incentive fee of up to 0.35% of the total Entitlement Offerproceeds.
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance?	No prospectus or product disclosure statement is being prepared. An investor presentation has been provided to the ASX with this Appendix 3B. A Retail Entitlement Booklet and Entitlement and Acceptance Form will be sent to eligible retail shareholders on Wednesday,18 May2016.
	N/A
	Friday, 13 May 2016 (on a deferred settlement basis) Friday, 20 May 2016 (on a normal settlement basis)
	Friday, 20 May 2016
	Eligible retail shareholders who want to sell their entitlements in full on ASX through a broker can do so by instructing their broker personally and providing details as requested in the Entitlement and Acceptable Form. All ASX sales of entitlements must be made by close of retail entitlement trading period, which is scheduled to be Friday, 20 May2016.
	Eligible retail shareholders who want to sell part of their entitlements through a broker and accept for the balance must:  in respect of the part of their entitlement being taken up, complete and return the Entitlement and Acceptance Form to the APN Share Registry with the required Application Monies (being the issue price multiplied bythe number of new

• See chapter 19 for defined terms.

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	Shares applied for) or via BPAY by
	following the instructions set out in the
	Entitlement and Acceptance Form; and
	in respect of entitlements to be sold,
	instruct their broker personally and
	provide details as requested from the
	Entitlement and Acceptance Form.
All	sales on ASX of eligible retail
shareholder entitlements must be effected
by	close of the retail entitlement trading
period, which is scheduled to be Friday, 20
May2016.

• See chapter 19 for defined terms.

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32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	Eligible retail shareholders participating in the retail component of the Entitlement Offer who wish to transfer all or part of their entitlement to another person other than on ASX (provided that the purchaser has an address in Australia, New Zealand or Ireland and is not in the United States or acting for the account or benefit of a person in the United States) must send a completed Renunciation and Acceptance Form to the APN Share Registry. If the transferee wishes to take up all or part of the entitlement transferred to them they must send their Application Monies together with the Entitlement and Acceptance Form related to the entitlement transferred to them to the APN Share Registry. Renunciation and Acceptance Forms can be obtained through the APN Shareholder Information Line or from a stockbroker. The Renunciation and Acceptance Form as well as the transferee’s Application Monies and the Entitlement and Acceptance Form related to the entitlement transferred must be received by the Registry no later than 5:00pm (Sydney time) on Friday_,_27 May 2016.
	The issue date under the institutional component of the Entitlement Offer is scheduled for Friday, 20 May 2016. The issue date under the retail component of the Entitlement Offer is scheduled for Tuesday, 7 June 2016.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one )

(a) +Securities described in Part 1

• See chapter 19 for defined terms.

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• (b) All other[+] securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 ‐ 1,000

• 1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all N/A N/A +securities quoted on ASX ( including the +securities in clause 38)

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no‐one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

==> picture [82 x 43] intentionally omitted <==

(Director/Company secretary)

Print name: Yvette Lamont

Date: 11 May 2016

== == == == ==

• See chapter 19 for defined terms.

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