THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Knight-Ridder, Inc. (KRI)

5/11/2006 Proxy Information

The FBCA provides that, unless a specified exception is met, an interested shareholder (i.e., a person owning 10% or more of a corporation’s outstanding voting stock) may not engage in an affiliated transaction (including a merger or other significant corporate transactions) with a Florida corporation unless such transaction is approved by two-thirds of the voting shares of the corporation excluding the shares beneficially owned by the interested shareholder.

This provision is not applicable under certain circumstances, including when (1) a majority of the disinterested directors approve the transaction, (2) the corporation has not had more than 300 shareholders of record at any time during the three years prior to the date on which the affiliated transaction was announced, (3) the interested shareholder has beneficially owned at least 80% of the outstanding voting shares of the corporation for at least five years prior to the date on which the affiliated transaction was announced, (4) the interested shareholder is the beneficial owner of at least 90% of the outstanding voting shares of the corporation exclusive of shares acquired directly from the corporation in a transaction not approved by a majority of the disinterested directors, (5) the corporation is an investment company registered under the Investment Company Act of 1940, or (6) in the affiliated transaction, “fair price” consideration is paid to the holders of each class or series of voting shares and certain other conditions are met.

Section 203 of the Delaware General Corporation Law provides that, subject to certain exceptions, a corporation may not enter into any business combination with an interested stockholder (i.e., a person owning 15% or more of the outstanding voting stock of the corporation) for a period of three years following the date they became an interested stockholder, unless:

• the board of directors gave prior approval to either the business combination or the transaction making the stockholder an interested stockholder,

• on completion of the transaction making the stockholder an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation, or

• after completion of the transaction making the stockholder an interested stockholder, the business combination is approved 66 2/3% of the outstanding stock voted at a special meeting, excluding stock owned by the interested stockholder.

Section 203 allows a corporation to except itself from this provision through an amendment to its certificate of incorporation, but McClatchy has not done so.

Control Shares

Under the FBCA, unless there is a provision in the articles of incorporation or bylaws electing not to be governed by this provision, “control shares” (shares that would otherwise have voting power for the election of directors in certain ranges of ownership over 20%) acquired in a control-share acquisition have the same voting rights as were accorded to the shares before such acquisition only to the extent granted by a resolution approved by the majority of all the votes entitled to be cast by the class or series of the shareholders of the issuing corporation. Knight Ridder has not opted out of this provision, and its bylaws provide that the corporation is authorized to redeem control shares to the fullest extent permitted by the statute.

The Delaware General Corporation Law does not contain a control share acquisition provision, instead relying on the provisions of Section 203 as described in “Interested Shareholder Transactions” above.

Constituencies Provision

Under the FBCA, in discharging his or her duties, a director may consider such factors as the director deems relevant, including the long-term prospects and interests of the corporation and its shareholders, and the social, economic, legal or other effects of any action on the employees, suppliers, customers of the corporation and its subsidiaries, the communities and society in which the corporation or its subsidiaries operate and the economy of the state and the nation.

McClatchy’s certificate of incorporation provides that the board of directors may, in determining the policies and actions of the corporation, consider all of the relevant factors which are in the best interests of the corporation, including and in addition to the financial interests of the stockholders, community standards and values, the welfare of employees, and the quality and independence of the corporation and its publishing enterprise.

3/24/2005 Proxy Information

From time to time, Knight Ridder and its subsidiaries engage in transactions with companies where one of the Company’s executive officers or directors or a member of his or her immediate family has a direct or indirect interest. All of these transactions, including those described below, are in the ordinary course of business and at competitive rates and prices.

Mark Ernst, a director of the Company, is Chairman, President and Chief Executive Officer H&R Block, and Vasant Prabhu, a director of the Company, is Executive Vice President/Chief Financial Officer of Starwood Hotels & Resorts Worldwide, Inc., each of which purchases advertising from certain of the Company’s newspapers.

Gonzalo F. Valdes-Fauli, a director of the Company, is a former Vice-Chairman of Barclays Capital and former Group Chief Executive Officer of Barclays Bank, Latin America, an affiliate of Barclays Bank plc, which provides certain pension management services to the Company.

In addition, Peter B. Ridder, President and Publisher of The Charlotte Observer, is a brother of the Company’s Chairman and Chief Executive Officer, P. Anthony Ridder, and Par Ridder, President and Publisher of the St. Paul Pioneer Press, is the son of P. Anthony Ridder. In 2004, Peter B. Ridder and Par Ridder received aggregate compensation of $411,589 and $394,045, respectively. Par Ridder also received a one-time relocation bonus of $248,253 in connection with his relocation to St. Paul, Minnesota when he was named publisher in 2004.

3/31/2004 Proxy Information

From time to time, Knight Ridder and its subsidiaries engage in transactions with companies where one of the Company’s executive officers or directors or a member of his or her immediate family has a direct or indirect interest. All of these transactions, including those described below, are in the ordinary course of business and at competitive rates and prices.

Mark Ernst, a director of the Company, is Chairman, President and Chief Executive Officer H&R Block, and Vasant Prabhu, a director of the Company, is Executive Vice President/Chief Financial Officer of Starwood Hotels & Resorts Worldwide, Inc., each of which purchases advertising from certain of the Company’s newspapers.

Gonzalo F. Valdes-Fauli, a director of the Company, is a former Vice-Chairman of Barclays Capital and former Group Chief Executive Officer of Barclays Bank, Latin America, an affiliate of Barclays Bank plc, which is one of the Company’s lenders and provides certain pension management services to the Company.

In addition, Peter B. Ridder, President and Publisher of The Charlotte Observer, is a brother of the Company’s Chairman and Chief Executive Officer, P. Anthony Ridder, and Par Ridder, President and Publisher of the St. Paul Pioneer Press, is the son of P. Anthony Ridder. In 2003, Peter B. Ridder and Par Ridder received aggregate compensation of $479,876 and $329,041, respectively.

3/25/2003 Proxy Information

Vasant Prabhu, a member of the Company's Board of Directors, is Executive Vice President/Chief Financial Officer and President/E-commerce of Safeway, Inc. Safeway purchases advertising from certain of the Company's newspapers.

John L. Weinberg, a member of the Company's Board of Directors, is a senior advisory director of The Goldman Sachs Group, Inc. and former Director and Senior Chairman of Goldman, Sachs & Co., an investment banking firm that regularly performs services for the Company, such as acting as a financial advisor, serving as principal or agent for the Company in the purchase and sale of securities and the acquisition or sale of certain businesses of the Company. In the future, Goldman, Sachs & Co. may be called upon to provide similar or other services for the Company.

Gonzalo F. Valdes-Fauli, a member of the Company's Board of Directors, is a former Vice Chairman and former Chief Executive Officer of Barclays Group (Latin America), an affiliate of Barclays Bank plc, which is one of the Company's lenders and provides certain pension management services to the Company.

In addition, Peter B. Ridder, President and Publisher of The Charlotte Observer, is a brother of the Company's Chairman and Chief Executive Officer, P. Anthony Ridder, and Par Ridder, President and Publisher of the San Luis Obispo Tribune, is the son of P. Anthony Ridder. In 2002, the Company paid Peter B. Ridder and Par Ridder aggregate compensation of $403,057 and $251,585 respectively.