APN News and Media Limited. Long Term Incentive Plan Rules

Transcription

1 APN News and Media Limited Long Term Incentive Plan Rules Level 36, Grosvenor Place 225 George Street Sydney NSW 2000 Australia T F Reference PHM SBN Blake Dawson v1\SYDDMS\AUSKC7

2 Contents 1. OBJECTIVE 1 2. DEFINITIONS AND INTERPRETATION Definitions Rules for interpreting this document 4 3. COMMENCEMENT 5 4. ELIGIBILITY AND INVITATION Eligibility Matters Board may take into account Invitation Terms Ceasing to be an Eligible Participant Completed Application Form Grant of Performance Rights Plan Rules, terms and constitution binding Personal nature 7 5. TRUST IN CONNECTION WITH SHARES Shares to be held by Trustee Trustee to comply with directions Funding of subscription or purchase Transaction costs 7 6. RIGHTS ATTACHING TO PERFORMANCE RIGHTS No entitlement to Shares until vesting Benefits Shareholder notices and voting Rights issues 8 7. PERFORMANCE RIGHTS Terms and Conditions Variation or Waiver of Performance Hurdles Board determination Vesting of Performance Rights Vesting Notice Issue or transfer of Vested Plan Shares Achievement of Performance Hurdles Failure to meet Performance Hurdles No disposal of, or dealing with, Performance Rights Restrictions TRANSFER OR SALE OF VESTED PLAN SHARES Trustee's action after 10 years Authority to sign transfer _8 APN News and Media Limited Long Term Incentive Plan Rules

3 8.3 Cessation of Employment ACCELERATION OF VESTING Acceleration of Vesting Good Leaver DEALING WITH SHARES Shares subject to Restriction Period Enforcement of the Restriction Period Holding locks Release of Shares Removing Holding Locks Request for withdrawal of Shares Prohibition on hedging RANKING Ranking PARTICIPATION IN FUTURE ISSUES Participation generally Effect on Unvested Performance Rights Cumulative adjustments Rounding Notice of adjustment Compliance with ASX Listing Rules ADMINISTRATION OF THE PLAN Board administration Board powers Non-residents of Australia Limitation on amendments Termination, suspension and reinstatement of the Plan Board's discretion DUTIES AND TAXES NO COMPENSATION OR DAMAGES Terms of employment not affected No right to compensation NOTICES GOVERNING LAW _8 APN News and Media Limited Long Term Incentive Plan Rules

4 APN News and Media Limited Long Term Incentive Plan Rules DATE OBJECTIVE The purpose of the APN Long Term Incentive Plan is to provide Eligible Participants with the opportunity to receive fully paid Shares as an incentive, subject to the satisfaction of the Performance Hurdles during the Performance Period. The APN Long Term Incentive Plan is designed to incentivise and reward APN management for the achievement of challenging performance hurdles that are aligned with the creation of long-term shareholder value. 2. DEFINITIONS AND INTERPRETATION 2.1 Definitions In these Plan Rules: Application means an application for Performance Rights made by an Eligible Participant under the terms of an Invitation. Application Form means an application form attached to an Invitation. APN means APN News and Media Limited ABN APN Group means APN and each body corporate that is a subsidiary of APN and any other body corporate nominated by APN from time to time. associate in the definition of Change of Control has the meaning given in sections 11, 12 and 15 of the Corporations Act. Associate has the meaning given to it in Division 13A of Part III of the Income Tax Assessment Act 1936 (Cth). ASX means the Australian Stock Exchange or ASX Limited ABN , as the context requires. ASX Listing Rules means the Listing Rules of ASX. Board means the board of directors of APN or the Remuneration Committee of the Board (as constituted from time to time), if the Board so determines (or any other persons to whom powers under this Plan are delegated by the Board). Business Day means a day which is a business day for the purpose of the ASX Listing Rules. Change of Control means _8 APN News and Media Limited Long Term Incentive Plan Rules 1

5 a takeover bid is announced for all of the issued Shares in APN and the bidder (and/or its associates) acquire voting power in respect of more than 50% of the APN Shares; or a court approves a compromise or arrangement for the purposes of Part 5.1 of the Corporations Act between APN and its members under which a person (and/or its associates) acquires voting power in respect of more than 50% of the APN Shares; or a transaction occurs (other than a takeover or a scheme of arrangement) under which voting power in respect of more than 50% of the APN shares has passed from the existing shareholders of APN to another person or persons. Corporations Act means the Corporations Act 2001 (Cth). Disposal Restriction means restrictions on disposal or dealing in a Performance Right or a Share as determined by the Board. Eligible Participant means: each executive director of APN or of a company which is a member of the APN Group; any senior manager who is a full or part time employee of APN or a company which is a member of the APN Group; or any employee of APN or a company which is a member of the APN Group (regardless of the person's designation), as the Board may determine from time to time. Expiry Date means, in relation to a Performance Right, the date on which the Performance Right will lapse. Good Leaver means a Participant who, at the time of termination of his employment or engagement by APN, has performed at least 12 months' continuous service with APN and who ceases to be employed or engaged by APN by reason of: death or Total Disablement; Redundancy; the Participant's employment or engagement being terminated or not renewed by APN or by a company which is a member of the APN Group (as applicable), other than in circumstances where APN is entitled to terminate the employment due to the Participant: (iii) (iv) (v) committing a serious breach of the participant's employment agreement; engaging in any serious misconduct; grossly failing to discharge the Participant's duties or responsibilities; engaging in any other conduct (either inside or outside of the workplace) which is likely to affect adversely the reputation of APN; committing any other act which at common law would entitle APN to terminate the Participant's employment without notice or payment in lieu of notice; or _8 APN News and Media Limited Long Term Incentive Plan Rules 2

6 (vi) becoming bankrupt of making an arrangement or composition with creditors; (e) an agreed termination of the Participant's employment agreement; or any other circumstances which are considered by the Board (in its absolute discretion) to be extraordinary, but not by reason of any voluntary resignation of employment by the Participant prior to the expiry of the term of the relevant employment contract. Grant Date has the meaning given in rule 4.7. Holding Lock has the same meaning as in Chapter 19 of the Listing Rules. Invitation has the meaning given in rule 4.3. Participant means an Eligible Participant who accepts an Invitation made under the Plan. Performance Hurdle means any condition specified in the Terms and Conditions for the purposes of rule 7.1 in relation to a Performance Right. Performance Period means the period referred to in rule 7.1. Performance Right means a right to acquire a Share for no consideration in accordance with these Plan Rules and the Terms and Conditions. Plan means the APN News and Media Limited Long Term Incentive Plan as set out in these Plan Rules, as altered or added to under rule Plan Rules means the rules set out in this document. Record Date has the meaning given to that term in the ASX Listing Rules. Redundancy means, in relation to a Participant, termination or cessation of employment as a result of redundancy. Restriction Period means, in respect of a Share held by a Participant under the Plan, the period commencing at the date of acquisition of the Share by the Participant and ending on the earliest of: a date determined by the Board; the date on which the Participant is no longer an Eligible Participant; the date on which the Board in its discretion notifies the Participant a Change of Control, delisting or winding up event has occurred; and the tenth anniversary of the date of acquisition of the Performance Right relating to that Share by the Participant. Security Interest means a mortgage, charge, pledge, lien or other encumbrance of any nature. Share means a fully paid ordinary share in the capital of APN. Terms and Conditions means the terms and conditions applicable to a Performance Right granted to a Participant under these Rules as set out in the Invitation. Total Disablement means, in relation to a Participant, that the Participant has become incapacitated to such an extent as to render the Participant unlikely to again engage in the Participant's primary occupation _8 APN News and Media Limited Long Term Incentive Plan Rules 3

7 Tranche means a number of Performance Rights which have the same Terms and Conditions. Trust means the trust established by APN under the trust deed between APN and the Trustee for the purposes of the Plan. Trustee means the trustee under the trust deed made between APN and the Trustee for the purposes of the Plan. Unvested Performance Right means a Performance Right which is neither a Vested Performance Right nor a Performance Right that has lapsed, expired or been forfeited in accordance with these Plan Rules or the Invitation. Vesting Date means the date a Performance Right becomes a Vested Performance Right in accordance with these Rules and the Terms and Conditions. Vested Plan Share means a Share specified in a Vesting Notice which may be issued or transferred to a Participant after a Performance Right has become a Vested Performance Right. Vested Performance Right means a Performance Right that has vested and become a Vested Performance Right in accordance with rule 7.3 and 7.4. Vesting Notice means a notice to a Participant that, to the extent specified in the Vesting Notice, the time restrictions or Performance Hurdles applicable to Performance Rights have been satisfied or waived by the Board at its discretion, and notifying the number of Vested Plan Shares. voting power has the meaning given in section 610 of the Corporations Act 2.2 Rules for interpreting this document Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply. A reference to: (iii) (iv) (v) legislation (including subordinate legislation) or to the ASX Listing Rules includes a modification, waiver or re-enactment of them and, in the case of legislation, includes any subordinate legislation issued under it; a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or notated; a party to a document or agreement includes a permitted substitute or a permitted assign of that party; a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and anything (including a right, obligation or concept) includes each part of it. A singular word includes the plural, and vice versa. A word which suggests one gender includes the other genders. If a word is defined, another part of speech has a corresponding meaning _8 APN News and Media Limited Long Term Incentive Plan Rules 4

8 (e) (f) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing. The words takeover bid and voting power have the meaning given in the Corporations Act. 3. COMMENCEMENT The Plan will commence on the date determined by the Board. 4. ELIGIBILITY AND INVITATION 4.1 Eligibility In its discretion, the Board may from time to time nominate any Eligible Participant for participation in the Plan and determine the number of Performance Rights to be offered to the Eligible Participant. 4.2 Matters Board may take into account In making its determination, the Board may take into account any matter which it considers relevant including, but not limited to: (position) the position in the APN Group held or to be held by the Eligible Participant; (employment arrangements) the Eligible Participant's employment arrangements with the APN Group including any other employment benefits (including short term incentives); (contribution) the contribution made by, or the potential contribution to be made by, the Eligible Participant to APN; and (shareholders) the interests of APN. 4.3 Invitation An invitation to participate in the Plan (Invitation) may be: (iii) made by the Board at any time; subject to these Plan Rules, in any form; and on any conditions or subject to any restrictions, as the Board decides. The Invitation to an Eligible Participant must be accompanied by an Application Form. The Invitation must be in writing and include: (name) the name of the Eligible Participant; (Performance Rights) a description, and the number or a formula to determine the number, of Performance Rights offered; _8 APN News and Media Limited Long Term Incentive Plan Rules 5

9 (iii) (iv) (v) (Terms and Conditions) the Terms and Conditions (including any conditions and restrictions) determined by the Board; (acceptance) the time by which the Invitation is to be accepted and the Application Form signed and returned indicating the Eligible Participant's acceptance of the Invitation; and (Grant Date) the Grant Date. 4.4 Terms Without limiting rule 4.3(iii), the conditions and restrictions may include: (time vesting) the period of time before a Performance Right will become a Vested Performance Right; (performance vesting) the Performance Hurdles that must be satisfied before a Performance Right will become a Vested Performance Right; (forfeiture conditions) the circumstances where the Participant will forfeit Performance Rights or any interest in, or right to receive Shares; and (other conditions) any other condition that the Board may determine. 4.5 Ceasing to be an Eligible Participant The Board may refuse to accept an Application Form if at the time of acceptance, the Eligible Participant is no longer employed by APN, or if the Board otherwise determines. 4.6 Completed Application Form APN may not grant any Performance Rights unless it has received a duly signed and completed Application Form from the Eligible Participant. 4.7 Grant of Performance Rights As soon as practicable after the acceptance of an Invitation by a Participant, APN will: grant the number of Performance Rights specified in the Invitation to the Participant or as otherwise agreed by APN and the Participant; record the Participant as entitled to the number of Performance Rights; and notify the Participant of the date that the Performance Rights were granted to the Participant (Grant Date) that states with respect to that grant: (iii) (iv) (v) the number of Performance Rights granted; the Grant Date; where the Performance Rights are comprised in two or more Tranches, the number of Performance Rights in each Tranche; the Expiry Date, if any; and other terms and conditions (if any) as determined by the Board. 4.8 Plan Rules, terms and constitution binding Each Participant is, by submitting an Application Form, deemed to have agreed to be bound by: _8 APN News and Media Limited Long Term Incentive Plan Rules 6

10 the terms, conditions and restrictions of the Invitation on the basis of the Terms and Conditions and the Application Form; the provisions of these Plan Rules, as amended from time to time; and upon transfer of Vested Plan Shares to him or her, the constitution of APN, as amended from time to time. 4.9 Personal nature An Invitation is not transferable and an Eligible Participant may only accept an offer of Performance Rights in the Eligible Participant's name and not on behalf of any other person unless the Invitation provides that the offer may be accepted in the name of an Associate. 5. TRUST IN CONNECTION WITH SHARES 5.1 Shares to be held by Trustee APN may, if the Board so determines, establish the Trust and arrange for the Trustee to subscribe for or purchase Shares to be held on trust on behalf of present and future Participants in accordance with these Plan Rules. 5.2 Trustee to comply with directions Subject to rule 5.3, the Trustee must comply with any direction of APN to purchase or subscribe for Shares and to transfer Shares to a Participant in accordance with these Plan Rules. 5.3 Funding of subscription or purchase A direction to subscribe for or purchase Shares is only effective if the Trustee has sufficient funds for the subscription or purchase or is given sufficient funds by APN (subject to any necessary shareholder approval). 5.4 Transaction costs APN will bear all brokerage, commission, stamp duty or other transaction costs payable in relation to the acquisition of Shares by the Trustee under the Plan, except to the extent those costs may be met out of the assets of the Trust. 6. RIGHTS ATTACHING TO PERFORMANCE RIGHTS 6.1 No entitlement to Shares until vesting The grant of a Performance Right does not confer any right or interest, whether legal or equitable, in a Share until the time restrictions and Performance Hurdles (if any) in rule 7 in respect of such a Performance Right have been satisfied or waived by the Board at its discretion, so that the Performance Right has vested. 6.2 Benefits The Trustee is entitled to receive all dividends, bonus issues or other benefits in respect of Shares held by the Trust that are not Vested Plan Shares for the general purposes of the Trust. The Board may direct the Trustee to elect for dividends to be re-invested under any dividend reinvestment plan operated by APN _8 APN News and Media Limited Long Term Incentive Plan Rules 7

11 Any Shares acquired by the Trustee under the APN dividend reinvestment plan will be held by the Trustee for the general purposes of the Trust. A Participant is not entitled to and will not receive any dividends, bonus issues or other benefits that may be received by the Trustee in respect of Shares. 6.3 Shareholder notices and voting A Participant will be entitled to receive notices given by APN to shareholders generally. A Participant is not entitled to direct the Trustee how to vote Shares at general meetings. The Trustee must vote Shares held by it in accordance with any recommendations of the Board contained in the meeting documents. 6.4 Rights issues Where rights arise on a rights issue in respect of Shares that are not Vested Plan Shares, the Trustee must seek instructions from APN as to how the Trustee should deal with the rights. If the rights are renounceable and either: no instructions are given by APN or by the Participant (as appropriate) to the Trustee; or APN or a Participant (as appropriate) has not provided the Trustee with funds to exercise all of the rights in respect of the Shares or the Vested Plan Shares acquired by the Participant, the Trustee must endeavour to sell those rights or the balance of those rights (as applicable) and pay the proceeds of sale (net of any applicable brokerage, commission, stamp duty or other transaction costs) to the Participant or retain the proceeds for the purposes of the Trust (as appropriate). If the Trustee acquires Shares or securities after taking up rights on behalf of a Participant in relation to Vested Plan Shares under this rule, the Trustee must, as soon as reasonably practicable, transfer those Shares or securities to the Participant. The Trustee may require the Participant to pay the costs of the transfer (including any stamp duty). 7. PERFORMANCE RIGHTS 7.1 Terms and Conditions The Terms and Conditions applicable to a Performance Right must include: (e) (description) a description of the Performance Rights; (amount payable) the amount (if any) payable by the Participant for the Performance Rights or the Shares to which the Performance Rights relate; (performance period) the period or periods over which the Performance Hurdle or Conditions will be assessed (this period will not be more than 10 years from the Grant Date); (performance measure) the standard or standards against which the Performance Hurdles will be measured; (Disposal Restrictions) Disposal Restrictions (if any); _8 APN News and Media Limited Long Term Incentive Plan Rules 8

12 (f) (g) (h) (expiry or lapse) the circumstances in which a Performance Right will expire or lapse (including the Expiry Date, if applicable); (forfeiture conditions) the circumstances in which the Participant will forfeit Performance Rights or any interest in, or right to receive, Shares; and (other conditions) any other condition that the Board may determine. 7.2 Variation or Waiver of Performance Hurdles Notwithstanding rule 7.1 and subject to the Terms and Conditions, the Board may at any time by written notice to a Participant vary or waive a Performance Hurdle. 7.3 Board determination As soon as practicable after the announcement of APN's financial results immediately following the end of the Performance Period, the Board will determine whether or not a Performance Hurdle in respect to some or all of a Participant's Performance Rights has been satisfied and any such determination is final and conclusive. As soon as practicable after a determination is made for the purposes of rule 7.3, the Board must give written notice of that determination to the Participant who was granted the relevant Performance Rights. 7.4 Vesting of Performance Rights When the Performance Hurdles applicable to a Performance Right are satisfied or waived in accordance with these Plan Rules and the Terms and Conditions, the Performance Right becomes a vested Performance Right (Vested Performance Right). The Board may in its absolute discretion determine that a Performance Right may become a Vested Performance Right at any time on or prior to the Expiry Date. 7.5 Vesting Notice As soon as possible after the Vesting Date, the Board will give a Vesting Notice to the Participant which will include the number of Vested Plan Shares which may, as the Board determines, be issued by APN or transferred by the Trustee to the Participant,. The Vesting Notice must specify: (iii) (iv) the Grant Date; the number of Vested Performance Rights granted; the Expiry Date; and if the Board so determines, any terms and conditions applicable to the Vested Performance Rights. 7.6 Issue or transfer of Vested Plan Shares On the Business Day after APN releases the first set of audited accounts to the market after a Performance Right becomes a Vested Performance Right (or such other date as determined by the Board), APN must, subject to clause 7.6, procure either the transfer or issue of the number of Vested Plan Shares to which the Participant is entitled under the Vested Performance Right (expressed to three decimal places) (rounded down to the nearest whole number of Shares) _8 APN News and Media Limited Long Term Incentive Plan Rules 9

13 The Board has a discretion to decide whether to: direct the Trustee to transfer the applicable Vested Plan Shares to the Participant; or issue the applicable Vested Plan Shares to the Participant. 7.7 Achievement of Performance Hurdles If all Performance Hurdles have been determined by the Board to have been satisfied in respect to some or all of a Participant's Performance Rights and the Participant has been so notified in a Vesting Notice, the restrictions in this rule 7 cease to apply to those Performance Rights and rule 8 will apply as from the time of notification. 7.8 Failure to meet Performance Hurdles Unless the Board determines otherwise, if: a Performance Hurdle in relation to some or all of a Participant's Performance Rights is not satisfied by the Expiry Date; or a person ceases to be an Eligible Participant (unless the Board makes a determination of vesting), those Performance Rights automatically lapse and the Participant will automatically forfeit his or her interest in those Performance Rights. The Participant acknowledges and agrees that he or she will not be entitled to any payment or compensation from any person for that forfeiture. 7.9 No disposal of, or dealing with, Performance Rights Without the prior approval of the Board, a Participant must not grant any Security Interest in or over or otherwise dispose of or deal with any Performance Rights or any interest in Performance Rights (including by way of hedging activities) until the relevant Vested Plan Shares are issued or transferred to that Participant, and any such Security Interest or disposal or dealing will not be recognised in any manner by APN. A Performance Right dealt with in breach of this rule 7.9 lapses immediately Restrictions APN and the Trustee may implement any procedure they consider appropriate to restrict the Participant from disposing of any Performance Rights or Vested Plan Shares that are subject to restrictions under this rule TRANSFER OR SALE OF VESTED PLAN SHARES 8.1 Trustee's action after 10 years If there is no transfer of Vested Plan Shares under rule 7.6 in respect of a Vested Plan Share before the tenth anniversary of the Grant Date of a Performance Right, then the Trustee must either: (transfer) (subject to any constraints imposed by any legislation or by ASX or by any share trading policy of APN as it applies to the Participant) transfer those Vested Plan Shares into the Participant's name, unless the Participant provides contrary instructions; or _8 APN News and Media Limited Long Term Incentive Plan Rules 10

14 (sell) (if there are any such constraints) sell those Vested Plan Shares on ASX and pay the proceeds of sale (net of any applicable brokerage, commission, stamp duty or other transaction costs) to the Participant. 8.2 Authority to sign transfer Where the Trustee is directed or authorised to transfer Vested Plan Shares to a Participant under rule 7.6, the Trustee (and each of its directors and company secretaries severally) is irrevocably authorised by the Participant: to sign and execute on behalf and in the name of the Participant as transferee a transfer in registrable form of all or any Vested Plan Shares acquired by the Participant; and to deliver the transfer with any necessary title documents to APN for registration, or otherwise do anything on behalf of the Participant as may be necessary to cause the Vested Plan Shares to be transferred into the name of the Participant. 8.3 Cessation of Employment If: the Trustee holds a Vested Plan Share for a Participant; and the Participant ceases to be an Eligible Participant but is not a Good Leaver, then: the Trustee must transfer the Vested Plan Share to the Participant as soon as practicable after the time the Participant ceases to be an Eligible Participant; and the restriction under rules 6.1 and 6.2 cease to apply in respect of the Vested Plan Share. 9. ACCELERATION OF VESTING 9.1 Acceleration of Vesting Subject to the Terms and Conditions, if: (e) (Change of Control) there is a Change of Control; (winding up) APN passes a resolution for voluntary winding up or an order is made for the compulsory winding up of APN; (delisting) APN ceases to be listed on ASX; (Good Leaver) the Participant ceases to be an Employee as a Good Leaver; or (other matters) such other circumstances as the Board determines, then unless the Board determines otherwise and subject to satisfaction of the Performance Hurdles calculated from the start of the Performance Period up to the date of the event in clause 9.1 (as determined by the Board), the Unvested Performance Rights granted to a Participant become Vested Performance Rights pro-rata to the proportion of the Performance Period which has elapsed at the date of the event in clause 9.1. Any Performance Rights that do not vest under this clause automatically lapse _8 APN News and Media Limited Long Term Incentive Plan Rules 11

15 9.2 Board discretion Notwithstanding clause 9.1, the Board has the discretion to determine that all or a portion of the Unvested Performance Rights referred to in clause 9.1 remain Unvested Performance Rights and any vesting will only be determined at the end of the original Performance Period in accordance with clause 7.3 rather than on the date of the event in clause 9.1. If the Board so determines, it will promptly notify the Participant. 10. DEALING WITH SHARES 10.1 Shares subject to Restriction Period Subject to the Terms and Conditions, Shares acquired by a Participant must be held by the Participant subject to the Restriction Period Enforcement of the Restriction Period APN is entitled to make, or procure the making of, such arrangements as it considers necessary to enforce any Restriction Period on Participants dealing with Shares, and Participants must agree to such arrangements Holding locks Without limiting rule 10.2, and subject to the Listing Rules, APN may procure that a Holding Lock be put on those Shares while the Shares are subject to the restriction on disposal under rule Release of Shares After the expiration of the Restriction Period, a Participant must hold his or her Shares outside the Plan and APN must remove any transfer restriction imposed in accordance with rule Removing Holding Locks Without limiting rule 10.4, when a Share is no longer subject to the restriction on disposal in rule 10.1, APN must, as soon as reasonably practicable, procure that any Holding Lock on that Share is removed Request for withdrawal of Shares A Participant may submit a request for APN to waive the Restriction Period in relation to Shares and APN may approve or reject such request in its absolute discretion or on such conditions as APN determines Prohibition on hedging A Participant may not enter into any arrangement for the purpose of hedging, or otherwise affecting their economic exposure to their Performance Rights and Shares to be issued on vesting of such Performance Rights whole those Shares are held in the Plan. 11. RANKING 11.1 Ranking Shares issued or transferred under the Plan will rank equally with all existing Shares in all respects from the date of acquisition or issue _8 APN News and Media Limited Long Term Incentive Plan Rules 12

16 12. PARTICIPATION IN FUTURE ISSUES 12.1 Participation generally A Participant may only participate in new issues of Shares to holders of Shares if Performance Rights held by that Participant have become Vested Performance Rights and the Shares in respect of those Vested Performance Rights have been issued or transferred to, and registered in the name of, that Participant before the Record Date for determining entitlements to the new issue. For the avoidance of doubt, this rule will not cause an Unvested Performance Right to become a Vested Performance Right Effect on Unvested Performance Rights If a Performance Right has not become a Vested Performance Right before the Record Date for determining entitlements to the issue (and the Performance Right has not lapsed, expired or been forfeited), then the following provisions will apply: (Pro-rata bonus issues) if APN makes a pro-rata bonus issue of Shares or other securities to holders of Shares (other than an issue in lieu of or in satisfaction of dividends or by way of dividend reinvestment): the number of Shares to be transferred or issued to the Participant when the Performance Right becomes a Vested Performance Right is the number of Shares before that bonus issue plus the number of Shares which would have been transferred or issued to the Participant if the Performance Right had become a Vested Performance Right before the Record Date for the bonus issue; and the price (if any) payable by the Participant when the Performance Right becomes a Vested Performance Right will remain unaltered; (e) (f) (Sub-division or consolidation) if APN subdivides or consolidates its Shares, the Performance Rights must be subdivided or consolidated (as the case may be) in the same ratio as the Shares; (Return of capital) if APN makes a return of capital, the number of Performance Rights remain unaltered; (Cancellation of capital that is lost) if APN makes a cancellation of any paid up share capital that is lost or not represented by available assets, the number of Performance Rights remains unaltered; (Pro rata cancellation of capital) if APN reduces its issued share capital on a pro rata basis, the number of Performance Rights must be reduced in the same ratio as the Shares; and (General reorganisation) If APN reorganises its capital structure in any way not contemplated by this rule 12.2, the number of Performance Rights must be reorganised so that the Participant will receive the same benefit as if he or she were a shareholder Cumulative adjustments Each adjustment under rule 12.2 must be made for every Unvested Performance Right every time the relevant rule applies while a Participant holds an Unvested Performance Right _8 APN News and Media Limited Long Term Incentive Plan Rules 13

17 12.4 Rounding Until a Performance Right becomes a Vested Performance Right, all calculations adjusting the number of Shares must be carried out to include all fractions, but when the Performance Right becomes a Vested Performance Right the number of Shares to be issued to the Participant is rounded down to the next lower whole number Notice of adjustment APN must give written notice to Participants of any adjustment to the number, description or items of security which are to be issued to the Participant when a Performance Right becomes a Vested Performance Right, and must do so in accordance with the ASX Listing Rules Compliance with ASX Listing Rules An adjustment must not be made under this rule 12 unless it is consistent with the ASX Listing Rules. APN may amend the terms of any Performance Right, or the rights of any Participant under this LTI Scheme, to comply with the ASX Listing Rules applying at the time to any reorganisation of capital of APN. 13. ADMINISTRATION OF THE PLAN 13.1 Board administration The Plan will be administered by the Board or as determined by the Board from time to time Board powers The Board may: (procedures) decide on appropriate procedures for administering the Plan, including the form of application forms and other forms and notices to be issued under the Plan; (resolve questions) resolve conclusively all questions of fact or interpretation concerning the Plan and these Plan Rules and any dispute of any kind that arises under the Plan; (delegate) delegate to any person for any period and on the terms it decides the exercise of any of its powers or discretions under the Plan; (amend or waive) subject to the applicable ASX Listing Rules and rule 13.4, amend, add to or waive any rule of the Plan (including this rule), or any restriction or other condition relating to any Performance Right granted under the Plan including any performance period; and (e) (waive a breach) waive any breach of a provision of the Plan Non-residents of Australia The Board may adopt additional rules of the Plan applicable in any jurisdiction outside Australia under which Performance Rights granted under the Plan may be subject to additional or modified terms, having regard to any securities, exchange control or taxation laws or regulations or similar factors which may apply to the Participant or to APN or any subsidiary in relation to the Shares. Any additional rule must conform to the basic principles of the Plan _8 APN News and Media Limited Long Term Incentive Plan Rules 14

18 13.4 Limitation on amendments The Board must not make any amendment to these Plan Rules (including to this clause 13.4), or to any restriction or other condition relating to any Performance Rights acquired or granted under the Plan, which reduces the rights of Participants in respect of Performance Rights acquired by or granted to them before the date of the amendment. However, this rule 13.4 does not apply to any amendment made for the purpose of: (comply with laws) complying with present or future State or Commonwealth legislation governing or regulating the maintenance or operation of the Plan Rules or similar plans; (corrections) correcting any manifest error; or (tax implications) considering possible adverse tax implications in respect of the Plan Rules arising from, among other things: (iii) adverse rulings from the Commissioner of Taxation; changes to tax legislation (including an official announcement by the Commonwealth of Australia); or changes in the interpretation of tax legislation by a court or tribunal of competent jurisdiction; or (other compliance) complying with the Corporations Act, the ASX Listing Rules or the constitution of APN Termination, suspension and reinstatement of the Plan The Board may resolve at any time to terminate, suspend or reinstate the operation of the Plan. If the Plan is suspended or terminated, the Board will decide how Performance Rights and Shares are to be dealt with Board's discretion Subject to clause 13.4, the Board has an unfettered and absolute discretion: in exercising any power or discretion concerning the Plan Rules or any Performance Rights; and to act or refrain from acting under these Plan Rules or concerning the Plan or any Performance Rights Terms and Conditions prevail The Terms and Conditions may provide that the Terms and Conditions prevail to the extent of any inconsistency between the Terms and Conditions and the Plan Rules. 14. DUTIES AND TAXES APN: is not responsible for any duties or taxes which are or may become payable on the transfer, acquisition and issue of Performance Rights or any other dealing with the Shares (except to the degree it accepts those costs in accordance with rule 4.4); and _8 APN News and Media Limited Long Term Incentive Plan Rules 15

19 may make any withholding or payment which it is required by law to make in connection with the Plan or the Performance Rights. 15. NO COMPENSATION OR DAMAGES 15.1 Terms of employment not affected The rights and obligations of a Participant as an Eligible Participant are not affected by his or her participation in the Plan. These Plan Rules do not form part of, and will not be incorporated into, any contract of service between a Participant and a member of the APN Group No right to compensation Unless the Board makes a determination under rule 11.1, the Participant will automatically forfeit his or her interest in any Unvested Performance Rights upon ceasing to be an Eligible Participant. No Participant has any right to compensation or damages as a result of the termination of his or her office for any reason, so far as those rights arise or may arise from the Participant ceasing to have Performance rights under the Plan as a result of the termination. 16. NOTICES A notice or other communication under or concerning the Plan is validly given: by APN to a Participant, if delivered personally to the addressee or sent by prepaid post to the Participant's last known residential address, or sent to the Participant by facsimile or at the Participant's place of work; and by a Participant to APN if delivered or sent by prepaid post addressed to the company secretary at APN registered office (or any other address the Board specifies). A notice or other communication sent by post will be treated as received on the Business Day after it was posted. 17. GOVERNING LAW The Plan is governed by the laws of New South Wales. Each Participant submits to the jurisdiction of the courts of that State and of any court that may hear appeals from any of those courts, for any proceedings in connection with this document _8 APN News and Media Limited Long Term Incentive Plan Rules 16