FAIRFAX MEDIA  LIMITED  2013  25 DIRECTORs’ REPORT COMPANY SECRETARY SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS CORPORATE STRUCTURE LIKELY DEVELOPMENTS AND EXPECTED RESULTS PRINCIPAL ACTIVITIES ENVIRONMENTAL REGULATION AND PERFORMANCE CONSOLIDATED RESULT DIVIDENDS EVENTS AFTER REPORTING DATE REVIEW OF OPERATIONS Gail Hambly was appointed to the position of Group General  Counsel and Company Secretary in 1993. Before joining  Fairfax Media Limited she practised as a solicitor at a major  law firm. She has expertise in commercial and media and  communication law. Ms Hambly is a Chair of CopyCo Pty  Limited and a Director of Trade Me Limited, Company B  Belvoir Limited and Sydney Story Factory. She is a member of  the Media and Communications Committee and the Privacy  Committee for the Law Council of Australia, a member of the  Advisory Board for the Centre of Media and Communications  Law at the Melbourne Law School and a member of  Chartered Secretaries Australia. She holds degrees in Law,  Economics, Science and Arts. Significant changes in the state of affairs of the consolidated  entity during the financial year were as follows: On 23 December 2011, the Company announced that it had  entered into an agreement to merge Fairfax Community  Network Ltd in Victoria with Metro Media Publishing Pty Ltd.  The merger was completed on 13 July 2012 and resulted  in the Company holding a 50.01 per cent interest in MMP  Holdings Pty Ltd. The Company disposed of its US Agricultural Media business  for US$79.9 million on 14 November 2012.  On 21 December 2012, the Company disposed of its  remaining 51 per cent interest in Trade Me Group Ltd for  A$605.5 million net of transaction fees. Fairfax Media Limited is a company limited by shares that is  incorporated and domiciled in Australia. The principal activities of the consolidated entity during  the course of the financial year were the publishing  of news, information and entertainment, advertising  sales in newspaper, magazine and digital formats, and  radio broadcasting.  The consolidated entity’s prospects and strategic direction are  discussed in the Management Discussion and Analysis Report  on pages 54 – 55 of this report. Further information about likely developments in the  operations of the consolidated entity and the expected results  of those operations in future financial years has not been  included in this report because disclosure of the information  would be likely to result in unreasonable prejudice to the  consolidated entity. There were no significant changes in the nature of the  consolidated entity during the year other than the matters set  out as significant changes in the state of affairs below. The loss attributable to the consolidated entity for the  financial year was $16,432,000 (2012 Loss: $2,732,397,000). No material non-compliance with environmental regulation  has been identified relating to the 2013 financial year. The Company reported to the Department of Climate Change  on the total carbon emissions of the Group generated in  the 2012 financial year under the National Greenhouse and  Energy Reporting legislation. The Group’s main source of  carbon emissions overall was from electricity consumption at  its larger sites and total scope 1 and 2 emissions reported was  84,976 (2012: 93,951) tonnes CO$_{2}$-e.  An interim fully franked dividend of 1 cent per ordinary share  and debenture was paid on 20 March 2013 in respect of the  year ended 30 June 2013. Since the end of the financial year, the Board has declared  a fully franked dividend of 1.0 cent per ordinary share and  debenture in respect of the year ended 30 June 2013. This  dividend is payable on 17 September 2013. The Group undertook a tender offer to repurchase some of  its outstanding Senior Notes in July 2013. Acceptances under  the tender totalled US$224 million of the outstanding total of  US$430 million. The repurchased notes comprised US$25  million of floating rate notes and US$199 million of fixed rate  notes. Approximately A$270 million of funds were used to  repurchase the Senior Notes through the exercise of US$224  million of existing cross currency swaps. The early redemption  of the Senior Notes will result in a $4.6 million gain net of tax  recorded in the income statement in the 2014 financial year. Revenue for the Group was lower than the prior year at  $2,045 million (2012: $2,225 million). After significant expenses  of $144.5 million the Group generated a net loss after tax  of $16.4 million (2012: $2,732.4 million). Earnings per share  increased to a loss of 0.7 cents (2012: loss $1.16). Further information is provided in the Management  Discussion and Analysis Report on pages 54 – 55. 