Fairfax Scheme Booklet Released Sydney, 12 October 2018: Fairfax Media Limited [ASX:FXJ] (“Fairfax” or “Company”) is pleased to announce that the Australian Securities & Investments Commission has registered the Scheme Booklet in relation to the proposed merger of Fairfax and Nine Entertainment Co. Holdings Limited [ASX:NEC] by way of scheme of arrangement (“Scheme”). Earlier today the Federal Court of Australia approved the convening of a meeting of Fairfax shareholders (“Scheme Meeting”) to consider and vote on the Scheme, and approved the despatch of the Scheme Booklet to Fairfax shareholders. The Scheme Meeting will be followed by an Annual General Meeting of Fairfax shareholders. Scheme Booklet The Scheme Booklet attached to this release sets out the information Fairfax shareholders require to evaluate the Scheme. A copy of the Scheme Booklet, which includes the Notice of Scheme Meeting and Notice of Annual General Meeting, will be despatched to Fairfax shareholders on or around 18 October 2018. The Scheme Booklet will also be available on the Fairfax website. Independent Expert opinion The Fairfax Board appointed Grant Samuel & Associates (“Independent Expert”) to undertake an independent assessment of the Scheme. The Independent Expert has concluded that the Scheme is in the best interests of Fairfax shareholders in the absence of a superior proposal. A copy of the Independent Expert report is annexed to the Scheme Booklet. Board recommendation In the absence of a superior proposal and subject to the Independent Expert maintaining its conclusion that the Scheme is in the best interests of Fairfax shareholders, each Fairfax Director: recommends that all Fairfax shareholders vote in favour of the Scheme; and intends to vote in favour of the Scheme in relation to the Fairfax shares in which they have an interest. Meeting details The Scheme Meeting will be held at 10:00am (AEDT) on Monday 19 November 2018 at the Pitt Street Room, Ground Floor, Domain Offices, 55 Pyrmont Street, Pyrmont NSW 2009. The Annual General Meeting will be held immediately after the Scheme Meeting at 10:30am (AEDT) at the same venue. Fairfax shareholders are able to vote at the Scheme Meeting in person or by completing and returning a proxy form to the Fairfax share registry by 10:00am on Saturday 17 November 2018. Further details on how to vote on the Scheme are included in the Scheme Booklet. ACCC clearance The ACCC is conducting a public informal review of the Scheme and has indicated that it expects to make a decision on whether to approve the Scheme on Thursday 8 November 2018. Further information If Fairfax shareholders have any questions or require further information in relation to the Scheme or the Scheme Booklet, they should call the Shareholder Information Line on 1800 072 766 (callers within Australia) or +61 1800 072 766 (callers outside Australia) from Monday to Friday between 8:30am and 5:30pm (AEDT). Ends Contact: Brad Hatch Director of Communications +61 2 9282 2168 [email protected] Page 2 Fairfax Media Limited ABN 15 008 663 161 SCHEME BOOKLET IN RELATION TO A PROPOSAL FROM NINE TO ACQUIRE ALL FAIRFAX SHARES FROM FAIRFAX SHAREHOLDERS FOR CASH CONSIDERATION AND NEW NINE SHARES. VOTE IN FAVOUR The Fairfax Directors unanimously recommend that you vote in favour of the Scheme, in the absence of a Superior Proposal. This is an important document and requires your immediate attention. You should read it carefully and in its entirety before deciding whether or not to vote in favour of the Scheme. If you are in doubt as to what you should do, you should consult your legal, financial, taxation or other professional advisers. If you have recently sold all your Fairfax Shares, please ignore this Booklet. Fairfax has established a Shareholder Information Line which you should call if you have any questions in relation to the Scheme. The telephone number for the Shareholder Information Line is 1800 072 766 (callers within Australia) and +61 1800 072 766 (callers outside Australia). The Shareholder Information Line is open on Business Days between 8:30am and 5:30pm (Sydney time). Financial Adviser Legal Adviser ii IMPORTANT NOTICES GENERAL The Nine Information has been provided by Nine and is the responsibility of Nine. None of Fairfax or its directors, officers or advisers assumes any Fairfax Shareholders are encouraged to read this responsibility for the accuracy or completeness of the Booklet in its entirety before making a decision as to Nine Information. how to vote on the resolution to be considered at the Scheme Meeting. If you have sold all of your Fairfax The Independent Expert has prepared the Shares, please ignore this Booklet. Independent Expert’s Report contained in Annexure A and takes responsibility for that report. None of Fairfax, Nine or their respective directors, officers and advisers assumes any responsibility for the accuracy DATE OF THIS BOOKLET or completeness of the Independent Expert’s Report, except, in the case of Fairfax and Nine, respectively, in relation to the information which it has provided to the This Booklet is dated 12 October 2018. Independent Expert. The Investigating Accountant has prepared the Independent Limited Assurance Report contained in PURPOSE OF THIS BOOKLET Annexure B and takes responsibility for that report. None of Fairfax, Nine or their respective directors, officers and advisers assumes any responsibility for The purpose of this Booklet is to explain the terms the accuracy or completeness of the Independent of the Scheme and the manner in which the Scheme Limited Assurance Report. will be considered and Implemented (if approved) and to provide such information as is prescribed or otherwise material to the decision of Fairfax Shareholders whether or not to approve the Scheme. ASIC, THE COURT AND THE ASX This Booklet includes the explanatory statement and other information required to be sent to Fairfax Shareholders under Part 5.1 of the Corporations Act in A copy of this Booklet was provided to ASIC under relation to the Scheme. section 411(2) of the Corporations Act and registered by ASIC under section 412(6) of the Corporations Act. ASIC has been given the opportunity to comment on this Booklet in accordance with section 411(2) of the STATUS OF THIS BOOKLET 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 With regard to the New Nine Shares, this Booklet is to the Scheme. If ASIC provides that statement, it not a prospectus lodged under Chapter 6D of the will be produced to the Court at the Second Court Corporations Act. Section 708(17) of the Corporations Hearing. Neither ASIC nor any of its officers takes any Act provides that disclosure to investors under Part responsibility for the contents of this Booklet. 6D.2 of the Corporations Act is not required for any offer of securities if it is made under a compromise or A copy of this Booklet has been lodged with the ASX. arrangement under Part 5.1 of the Corporations Act Neither the ASX nor any of its officers takes any and approved at a meeting held as a result of an order responsibility for the contents of this Booklet. made by the court under section 411(1) or (1A) of the Corporations Act. IMPORTANT NOTICE ASSOCIATED WITH THE COURT UNDER SECTION RESPONSIBILITY FOR INFORMATION 411(1) OF THE CORPORATIONS ACT The information contained in this Booklet other than the Nine Information, the Independent Expert’s Report The fact that, under section 411(1) of the Corporations and the Independent Limited Assurance Report has Act, the Court has ordered that the Scheme Meeting been prepared by Fairfax and is the responsibility be convened and has directed that the explanatory of Fairfax. None of Nine or its directors, officers or statement accompany the Notice of Scheme Meeting advisers assumes any responsibility for the accuracy does not mean that the Court: or completeness of the Fairfax Information. a. has formed any view as to the merits of the Scheme or as to how you should vote on the Scheme (on this matter, you must reach your own decision); FAIRFAX MEDIA | SCHEME BOOKLET | 1 IMPORTANT NOTICES b. has prepared, or is responsible for, the content of NOTICE TO FAIRFAX this Booklet; or SHAREHOLDERS IN JURISDICTIONS c. has approved or will approve the terms of the OUTSIDE AUSTRALIA Scheme. Fairfax Shareholders who are Ineligible Overseas Shareholders will not receive New Nine Shares under the Scheme. New Nine Shares that would otherwise be NO INVESTMENT ADVICE issued to these shareholders under the Scheme will be issued to the Sale Agent to be sold on the ASX, with This Booklet does not constitute financial product the Sale Proceeds to be paid to Ineligible Overseas advice and has been prepared without reference to Shareholders, after deducting applicable brokerage individual Fairfax Shareholders or any other person. It costs, stamp duty, and other selling costs, taxes and is important that you read this Booklet before making charges. See Section 12.6.3 for further information. any decision, including a decision on whether or not to Fairfax Shareholders resident outside Australia for tax vote in favour of the Scheme. If you are in any doubt purposes should seek specific tax advice in relation as to what you should do, you should consult your to the Australian and overseas tax implications of the financial, legal, taxation or other professional advisers Scheme. immediately. You should consult your taxation adviser as to the applicable tax consequences of the Scheme. This Booklet does not in any way constitute an offer A summary of the taxation considerations is set out in of securities in any place in which, or to any person to Section 13.