NZME Limited/Announcement
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NZME LIMITED ANNUAL REPORT

Annual Report28 March 2018NZMCommunication Services

28 March 2018


Dear Shareholder,


It is with pleasure we welcome you as a shareholder in NZME Limited (“NZME”) and thank you for your

investment. We also encourage you to keep an eye on what is happening with the company by visiting NZME’s

investor information website at http://www.nzme.co.nz.


Please complete the enclosed holder information form and return to our registry, Link Market Services (“Link”) in

the reply paid envelope, or update this information at www.linkmarketservices.co.nz. You will need your holder

number and Authorisation Code (FIN) handy.


Annual report and half year reports

A copy of NZME’s latest Annual Report and Half Year Report is publicly available, and copies of our future Annual

Reports and Half Year Reports (including for the current accounting period) will be publicly available, on our

website at http://www.nzme.co.nz/investor-relations/financial-reports/.


You may, at any time, request a free copy of the most recent and future Annual Reports and Half Year Reports. If

you wish to request a free copy, please contact Link emailing operations@linkmarketservices.co.nz (Please use

“NZME Report” as the subject line for easy identification).


Direct credit of Dividend Payments

Direct credit is the preferred method of paying dividends to our investors. To enable NZME to deposit any possible

future dividend payments securely into your bank account on the day of payment, please provide us with your

bank account details. This will minimise costs and the risk of lost cheques or fraud. Detailed payment advice will

be provided to you for any payments that are made.


Receiving your Investor communications electronically

We encourage investors to elect to receive investor communications electronically because it is faster, cheaper

and better for the environment. We encourage you to select this option on the form.


IRD Number

Please provide your IRD number. If you have a Certificate of Exemption from RWT please tick the box on the form

and email or post a copy of the certificate to Link.


SMS text-alert service

LINK has an SMS text-alert service you can sign up for by completing the relevant section on the form. You will

receive a text if your holding balance, bank account or address changes, or if you request a FIN replacement.


Investor information

Please find information for contacting Link overleaf. Link can assist with your holding and other information that

may be helpful, especially if you are an inexperienced investor.



Yours sincerely,




Peter Cullinane

Chairman



2


INVESTOR INFORMATION:


Common Shareholder Number or Holder Number

Your CSN/Holder Number is printed on your Securities Transaction Statement, along with the details of your

holding. Please quote this number whenever you contact Link.


Authorisation Code (FIN)

Your FIN is issued to you by Link if you are a first-time investor. It is a four-digit number, which needs to be stored

in a secure place and should not be used on any documentation in conjunction with your CSN/Holder Number.

You will be required to quote your FIN to your broker if you sell your shares.


Link contact information

If you have any questions about your holding, please contact Link by visiting www.linkmarketservices.co.nz. You

will require your CSN/Holder Number and Authorisation Code (FIN). Note that joint or corporate holders will need

to register a portfolio before any holding details can be updated.


Website www.linkmarketservices.co.nz

Email enquiries@linkmarketservices.co.nz

Street Address Level 11, Deloitte House, 80 Queen Street, Auckland

Postal Address PO Box 91976, Auckland 1142

Phone 09 375 5998

Fax 09 375 5990

---

28 March 2018



Dear Shareholder


NZME LIMITED ANNUAL REPORT


The NZME Limited (“NZME”) Annual Report for the period ended 31 December 2017 is now available on our website at

http://www.nzme.co.nz/investor-relations/financial-reports/. Copies of our past reports are also available from the same

website.



You have the right to receive at any time, upon request and free of charge, a printed or electronic copy of NZME’s most recent

and future Annual and Half Year Reports. If you wish to receive a printed copy of the current Annual Report or an electronic

copy of future Annual and Half Year Reports, you can request these reports by visiting the Link Market Services Investor Centre

at https://investorcentre.linkmarketservices.co.nz and updating your communication preferences. You will require your

CSN/Holder Number and Authorisation Code (FIN) to access and update your holding details.


Alternatively, please complete and return this form at any time to our registry, Link Market Services either by mail to PO Box

91976, Auckland, by fax to (09) 375 5990, or by scanning and emailing to operations@linkmarketservices.com (please use

“NZME Annual Report” as the subject of the email for easy identification).


I would like to receive a printed copy of the Annual Report for 2017 and Half Year and Annual Reports for future periods



If you do not complete this form or notify us through the Link Market Services Investor Centre of your communication

preferences (i.e. that you would like to receive copies of the Half Year and Annual reports in hard copy), you will not be sent

printed copies of our Annual and Half Year Reports.


Email Communications

If you do not currently receive your NZME investor communications electronically, we would like to take this opportunity to

encourage you to elect to do so by providing your email address details online or by completing the section below. Electronic

communications are quick, cost effective and environmentally friendly.


I wish to receive all my shareholder communications via email where possible to the following email address:





If you have any further questions please do not hesitate to contact our share registry on 09 375 5998 or email

enquiries@linkmarketservices.co.nz.


Yours sincerely



Michael Boggs CEO

NZME Limited

Please mark this box with a “✔” if you wish to receive a printed copy

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Page 1
ANNUAL REPORT

NZME LIMITED

For the year ended 31 December 2017

Page 2Page 3
CONTENTS

NZME FY17 Results Summary

4

Letter From The Chair

6

How We Create Value

10

Letter From The CEO

12

Digital Initiatives

16

Merger Update

19

Strategic Plan

22

Our People

23

Our Communities and The Environment

28

The NZME Board

31

The NZME Executive Team

32

Corporate Governance

34

Other Statutory Information

44

Consolidate Financial Statements

48

Independent Auditor’s Report

97

Directory

102

This annual report is dated 27 March 2018

and is signed on behalf of the Board of Directors by:

Peter Cullinane

Chair

Carol Campbell

Director

Page 4
Trading Revenue2

$387.7m

4% FY16 Pro forma2 $404.7m

Trading NPAT2

$26.7m

4% FY16 Pro forma2 $ 27.8 m

Trading EBITDA2

$66.2m

2% FY16 Pro forma2 $ 67. 2 m

Trading Earnings Per Share2

13.6cps

4% FY16 Pro forma2 14.2cps

NZME FY17 RESULTS SUMMARY

(1) The FY16 Statutory NPAT of $74.5m was impacted by the demerger from HT&E (formerly APN), discontinued businesses and tax

payments, and is therefore not comparable with the FY17 result as explained in the Supplementary Information on pages 30-34 of

the NZME Full Year 2017 Result’s Presentation available on the Company’s website. (2) All Trading and Pro forma measures shown

here are non-GAAP measures that are explained and reconciled in the Supplementary Information on pages 30-34 of the NZME Full

Year 2017 Result’s Presentation available on the Company’s website. (3) A supplementary dividend of 1.06 cents per share will be

payable to shareholders who are not tax resident in New Zealand and who hold less than 10% of the shares in NZME Limited.

Statutory NPAT1

$20.9m

Final Dividend Fully Imputed3

6.0cps

Scheduled for payment on 3 May 2018

Full Year Dividends 9.5cps

Page 6Page 7
LETTER FROM THE CHAIR

(1) Nielsen CMI, November 2017 fused database: Q4 16 – Q3 17 (population 10 years +).

Based on unduplicated weekly reach of NZME newspapers, radio stations, and monthly

domestic unique audience of NZME’s digital channels (2) All references to “Trading” and

“pro forma” are non-GAAP measures that are fully explained and reconciled on pages

30 to 34 of the NZME Full Year 2017 Results Presentation available on the Company’s

website. (3) See also page 10 of the NZME Full Year 2017 Results Presentation (available

on the Company’s website) for a more detailed analysis of the market comparisons.

“NZME’s strategy continued

to add value for shareholders

in the 2017 financial year.”

Peter Cullinane

Chair

I was honoured to be named Chair when

Sir John Anderson retired in December

2017 and I am pleased to be able to report

that in our first full year as a standalone

company NZME Limited delivered a solid

earnings performance.

The financial results featured continued

Digital revenue growth, a slowing rate of

decline in Print advertising revenue and

an improvement in Radio revenue trends

over the year. NZME’s strong focus on

cost control and business integration

again assisted earnings.

This has enabled the Board to declare a

fully-imputed final dividend of 6.0 cents per

share to be paid in May, making 9.5 cents

per share in dividends for the full year.

Bringing Print, Radio and Digital together

to form NZME has provided revenue

opportunities and cost efficiencies. In the

medium term, NZME aims to be a growth

business and, as such, we continue

to explore ways to further improve

efficiency, address customer needs, and

establish new revenue streams.

Our audience of 3.2 million1 New

Zealanders is a key driver of value. The

most recent survey results show our

audience grew again in 2017, supported

by an increase in nzherald.co.nz

audience and Radio listener growth.

Our strong brands in Print, Radio and

Digital provide multiple contact points

with our audience, and we often remain

in touch with an audience member

over an entire day across our various

platforms; over breakfast, in the

workplace, during the commute and in

the evening. This unique offering gives

our advertising customers multiple

opportunities in a single day to engage

with their marketplace through NZME.

Given a challenging third quarter of 2017,

impacted in part by the general election

and the ongoing headwinds in traditional

advertising markets, we were heartened

that Trading EBITDA2 was down just 2%

compared to pro forma2 2016.

Print advertising revenue trends improved,

Radio revenue returned to growth in the

fourth quarter, and we saw continued

strong growth in Digital revenue. Moreover,

NZME outperformed the market in 2017 in

each of these key areas3.

Revenue was assisted by operational

and content initiatives, while a strong

focus on efficiency through our business

integration and process improvement

further enhanced profitability.

NZME continues to invest in growth,

launching our exciting new digital

classifieds platforms DRIVEN, YUDU and

OneRoof in recent months. You will no

doubt see a lot more of these brands in

automotive, employment and property

over the course of 2018. If you haven’t

yet visited these sites I commend you to

have a look and see what a fantastic user

experience they offer.

Pursuing the merger with Stuff Limited

(previously Fairfax New Zealand Limited)

remains a priority. NZME believes the

transaction would be positive for New

Zealand, its employees and shareholders

due to enhancing the competitiveness of

locally produced content for our news,

sport and entertainment offerings. Further

information on the proposed merger is

included on page 19 of this Annual Report.

Sir John Anderson retired as Chairman

and from the Board of NZME on the 8th

of December 2017. Sir John made an

invaluable contribution to NZME, including

leading the Board through the demerger

from HT&E Limited, and listing in June 2016.

Sir John has also made a significant

contribution over a long period to the

growth of businesses in New Zealand.

His extensive business and governance

experience has been an asset to the

Company during NZME’s first year as a

listed company and all of us at NZME wish

Sir John the very best for his retirement.

Following Sir John’s retirement, NZME

appointed David Gibson as an independent

director. David has a strong background

in strategy and finance with over 20

years’ investment banking experience.

We are expanding our Board to achieve

the optimal mix of general business

experience and specific skills. I have

been encouraged by the interest shown

and the depth of talent we have to

choose from. I am fully confident that

we will have an exemplary Board team,

to further enhance the Company’s

governance and ensure NZME continues

to have the appropriate resources and

skills to support its growth strategy.

The Board would like to thank our

employees for all their commitment

and dedication throughout the year.

Ours is a dynamic industry. While there is

no question that we will face headwinds

in some areas, I am excited about the

many opportunities NZME has to improve

its business and to grow.

Given our market leading brands and

audience reach, great people, and unique

integrated offering, we are well placed to

build on our existing assets as well as re-

imagine our business to grow shareholder

value in the medium to long term.

D'Arcy Waldegrave and Goran Paladin
Radio Sport Hosts

THEY’RE COMING: ARM YOURSELF.THEY’RE COMING: ARM YOURSELF.THEY’RE COMING: ARM YOURSELF.

The NZ Herald, Newstalk ZB and Radio Sport

are joining forces to bring you unbeatable

coverage of the upcoming rugby Series.

Arm yourself, with live results, latest

breaking news, in depth analysis,

and expert opinion.

United in battle

We’ll be there

Laura McGoldrick

NZ Herald Focus Host

THEY’RE COMING: ARM YOURSELF.THEY’RE COMING: ARM YOURSELF.THEY’RE COMING: ARM YOURSELF.

The NZ Herald, Newstalk ZB and Radio Sport

are joining forces to bring you unbeatable

coverage of the upcoming rugby Series.

Arm yourself, with live results, latest

breaking news, in depth analysis,

and expert opinion.

We’ll be there

Come, join us

We’ve been here before

We’ve shared the battle

We’ve heard that roar

The NZ Herald, Newstalk ZB and Radio Sport are joining forces

to bring you unbeatable coverage of the upcoming rugby Series.

Arm yourself, with live results, latest breaking news,

in depth analysis, and expert opinion.

Brett Phibbs

NZ Herald Chief Photographer

THEY’RE COMING: ARM YOURSELF.THEY’RE COMING: ARM YOURSELF.THEY’RE COMING: ARM YOURSELF.

The NZ Herald, Newstalk ZB and Radio Sport are joining forces

to bring you unbeatable coverage of the upcoming Series.

Arm yourself, with live results, latest breaking news,

in depth analysis, and expert opinion.

Chris Allen and Trevor McKewen

The New Zealand Herald

THEY’RE COMING: ARM YOURSELF.THEY’RE COMING: ARM YOURSELF.THEY’RE COMING: ARM YOURSELF.

Our wisdom is our strength

The team is our courage

C
A

P

A

B

I

L

I

T

I

E

S

C

O

R

E


C

O

N

T

E

N

T


+


C

H

A

N

N

E

L

S

RADIO

SPORT

NATIVE

CONTENT

EXPERIENTIAL

EVENTS

DIGITAL

MARKETING

SERVICES

BRAND

ENGAGEMENT

DIGITAL

PRINT

ENT.

NEWS

CREATIVE

CONTENT

CREATION

DIGITAL

CLASSIFIEDS

MARKETPLACES

DATA &

INSIGHTS

VIDEO &

PRODUCTION

AUDIENCE

TARGETING

STRATEGY

& PLANNING

CHINESENZHERAL

D.C

O.NZ

Page 11Page 10

HOW WE CREATE VALUE

NZME offers advertisers a unique opportunity to access a growing

audience via its fully integrated multi-platform brands.

(1) Nielsen CMI, November 2017 fused database: Q4 16 – Q3

17 (population 10 years +). Based on unduplicated weekly

reach of NZME newspapers, radio stations, and monthly

domestic unique audience of NZME’s digital channels.

2.6million1.2million0.7million

in the North Island1

2% YoY

in Auckland1

2% YoY

in South Island1

2% YoY

NZME’s reach continues to

grow and cross-pollinate

UP 2% YOY, 3.2 MILLION1 NEW

ZEALANDERS READ, WATCH,

LISTEN TO OR OTHERWISE

ENGAGE WITH OUR BRANDS

NZME REACHES:

OUR GROWING NATIONAL AND

LOCAL PRESENCE ALLOWS US TO

OFFER ADVERTISERS BROADER

ACCESS TO THEIR TARGET MARKETS

THROUGH OUR INTEGRATED MULTI-

PLATFORM PRESENCE

Page 12Page 13
LETTER FROM THE CEO

As CEO, it has been rewarding to see the

achievement of our strategic priorities

to improve shareholder value and deliver

results in the 2017 financial year. I am

pleased to report that we had a productive

year and made good progress on the

implementation of our strategy and

adding value for shareholders.

With an unmatched portfolio of leading

brands, delivering premium News,

Sport and Entertainment content, we

are uniquely placed to help advertisers

engage with their customers.

In the context of the headwinds faced by

the media sector in traditional advertising

markets, we are pleased with our solid

financial results for 2017. These results

reflect significant steps, both in our

existing assets and in establishing new

businesses, to achieving revenue growth

in NZME in the medium term.

NZME reported statutory net profit after tax

(NPAT) of $20.9 million in 2017. Given the

changes in the structure of the Company

since listing in 2016, we see our “Trading”1

and “pro forma”1 figures as offering a useful

view of NZME’s underlying performance.

Trading Revenue1 was $387.7 million in 2017,

down 4% on 2016. We were pleased to

limit the revenue decline when many of

our peers globally have seen significant

advertising revenue erosion. This was

achieved by limiting declines in Print

revenues, while improving momentum

in Radio and achieving strong growth in

Digital revenue.

We are equally encouraged by Trading

Earnings before Interest, Tax, Depreciation

and Amortisation (“Trading EBITDA”)1 of

$66.2 million in 2017, down just 2% on

2016. Our continued focus on efficiency

and full integration of the business has

again underpinned an excellent cost

performance and helped us achieve a

5% reduction in costs in 2017, supporting

Trading EBITDA1 despite lower revenue.

Our Trading Net Profit After Tax1 was

$26.7 million in 2017, down 4%. This

translated to Trading Earnings Per

Share1 of 13.6 cents and total dividends

declared for 2017 of 9.5 cents per share.

NZME has healthy cash flow, enabling a

$5.7 million reduction in net debt over

the year to $90.2 million at 31 December

2017. This was achieved on the back of

relatively stable Trading EBITDA1, and

capital expenditure within our plan.

Capital expenditure in 2017 was in

line with our expectations of $15.0

million. We expect to maintain this

level of spending in 2018, including the

capital component of the investment

in digital classifieds and other projects

under our 2018 plan.

It’s pleasing that we were able to pay

dividends to shareholders, implement

our growth strategy and reduce debt in

2017. This is consistent with our medium

term capital management objectives

for the Company.

In 2017, Print revenue was $221.3 million,

down 7% on pro forma1 2016. Despite the

challenging third quarter of 2017, in which

advertising spending was impacted by

the New Zealand general election and

a slowing property market, the rate of

decline in Print advertising revenue slowed

a little compared to pro forma1 2016.

We also maintained Print subscriber

revenue in 2017, which provides comfort

that despite major changes in the media

landscape, subscribers continue to

support our major publications.

Across the NZ Herald, Herald on Sunday

and five regional daily newspapers, our

subscriber base is strong. A 5% decline

in our average net circulation to the third

quarter of 2017 was better than the 7%

decline for the market, again reflecting

our brand strength and reader loyalty2.

The New Zealand print advertising

market declined an estimated 12%3

in 2017 while our pro forma1 print

advertising revenue declined only 9%

for the same period, which suggests

we are doing better than many of our

competitors in retaining advertisers,

“NZME now operates as an

integrated audience-centric

media business, across Print,

Radio and Digital channels.”

Page 14Page 15
Michael Boggs

Chief Executive Officer

(1) All references to “Trading” and “pro forma” are non-GAAP measures that are fully explained and reconciled

on pages 30 to 34 of the NZME Full Year 2017 Results Presentation available on the Company’s website.

(2) Nielsen CMI, NZ Herald AIR trend to Q3 17. AP15+. ABC Circulation Q4 16 - Q3 17. (3) PwC NPA Quarterly

Performance Comparison Report Q4 2017. (4) Nielsen CMI Q4 2016 – Q3 2017. AP15+. (5) GfK Radio Audience

Measurement. Total NZ Survey, NZME & Partners. Trended till T4/2017. Cumulative Audience. Mon-Sun 12mn-

12mn, All 10+. (6) GfK Radio Audience Measurement, The Hits Auckland, trended till T4/2017. Cumulative

Audience. Mon-Fri 6am-9am, 25-54.

reflecting a healthy readership of our

leading publications.

The NZ Herald remains our most valuable

media asset and we are working hard to

continue to grow its audience to further

enhance its value.

The daily brand audience of the NZ

Herald passed 1 million for the first time

in the third quarter4, across print and

digital, assisted by events such as the

Americas Cup in the first half of 2017.

There’s a lot more work to do but we’re

encouraged with these achievements in

the print business in 2017. Achieving this

on a consistent basis is a focus for 2018.

Radio and Experiential revenue was

$110.1 million in 2017, down 4% on 2016.

After a period of declining radio revenue,

we achieved our priority of returning

radio revenue to growth in the final

quarter of 2017.

The improvement in Radio was supported

by the completion of the sales team

integration, and talent and content

enhancements. It’s still early days in the

turnaround of this business but trends

are encouraging and we look forward to

seeing the full benefit of our initiatives in

further audience growth and improved

financial results over the medium term.

On radio content, we continue to pursue

the best offer in the market to inform,

entertain and attract radio audiences,

and this is demonstrated in our ratings

performance in 2017.

New Zealand’s leading news and talk

station, Newstalk ZB, retained the

highest station market share nationally,

also winning a number of other key

categories5. The Hits breakfast show, with

Sarah, Sam and Toni, also grew audience

in every survey since launch in early 20176.

On the digital radio side, iHeart Radio

registered users reached 700,000 in

2017, which represents 35% growth in

just 12 months.

In Digital and e-Commerce, revenue

grew 8% overall to $56.3 million, but

digital display revenue grew 19%, well

above market growth supported by

strong growth in mobile advertising and

video. This is a very exciting part of the

NZME story as we have a number of

initiatives in train to maintain this strong

momentum in Digital revenue.

We continue to emphasise new

product development, launching our

first multi-platform content series,

including podcasts, “Chasing Ghosts” in

October, which introduces a new level of

storytelling. In another exciting initiative,

NZ Herald and Newstalk ZB flash briefings

and ZM’s custom Amazon Alexa skill were

made available for the launch of Alexa in

New Zealand, in February 2018.

The team has had a very busy year

as we launched our new digital

classifieds marketplaces in motoring,

employment and property, called

DRIVEN, YUDU and OneRoof.

This supports our objective to become a

growth business in the medium term.

NZME intends to create market-leading

platforms and experiences in each

of the three verticals, supported by

competitive advantages as a unique

multi-platform media company.

And we are not just about emulating

existing online offers. Each of the

new sites provides an innovative user

experience and proposition that aims

to evolve the market, and consumer

behaviour. We have included further

details of each of these new initiatives

on pages 16 to 18 of this Annual Report.

The launch of these three new platforms

is only beginning and, as such, it’s very

early days. While we see the medium-

term opportunity for these platforms as

appealing, the market is competitive and

our financial expectations in the initial

phase of operation remain modest.

We are excited by these opportunities,

but this is just one of the areas where we

are looking to drive shareholder value.

We also remain focused on our operational

priorities, which include retaining

revenue in our traditional businesses

and improving operational efficiency, as

these are also fundamental to achieving

our goals for NZME shareholders.

Developing our people and talent is very

important. Given the pace of change in

our industry we’ve focused strongly on

employee engagement. Results have

been positive and we are starting to see

the benefits of this across the Company.

The final major area of focus for 2017 was to

progress the merger with Stuff Limited. We

have been granted leave to appeal the High

Court’s adverse ruling on the matter, with a

four-day hearing in the Court of Appeal set

down for 5 to 8 June 2018 and judgment

expected in the second half of 2018.

On page 22 we outline our strategic plan,

based around the three horizon model.

It focuses on optimising our existing

business, while launching new ventures

to take advantage of our existing

audience and customer relationships,

and identifying new business models

that address unmet customer needs.

We remain very much focused on

growing audience and engagement.

This will be achieved through the

amplification of NZME’s brands and

developing more planned, unique,

local and premium content and the

exploration of paid content solutions.

Returning total revenue to growth across

the business is a focus for the medium

term. Retaining print revenues as best we

possibly can, growing digital revenue, and

“Our leading audience, brands

and industry relationships provide

a tremendous opportunity to

establish new revenue streams.”

capitalising on radio enhancements, is

expected to help us to achieve this goal.

We also want to make sure we maintain a

strong balance sheet, enabling us to invest

for growth, reduce debt, maintain financial

stability, and maximise shareholder returns.

I would like to echo the Chairman’s

comments about the efforts of our

dedicated people. Aiming to be a growth

business in a challenging industry requires

constant innovation and effort and the

whole NZME team has been amazing in

2017 in embracing this mantra.

I also offer our thanks to the 3.2 million

Kiwis that make up our audience, as

well as our suppliers, business partners,

customers and shareholders for their

continued support.

Page 16Page 17
DIGITAL INITIATIVES

DRIVEN is the destination for car buyers and motoring enthusiasts alike where, with our DRIVEN Ambassador, Sam

Wallace, you can find the latest car news, reviews, and road tests; alongside over 30,000 dealer and private car listings.

DRIVEN makes it easier than ever to buy or sell a car with buyers for new and used vehicles across all price

points together with reviews and the soon-to-be-released DRIVEN Toolbox. The Toolbox features easy-to-

use tools to discover what a car is worth, the best time to buy or sell a car and details regarding the cost of

ownership without having to trawl numerous websites – DRIVEN has put it all in one place.

For those with a passion for cars or motorsport, DRIVEN offers the latest car news and high octane motorsport

action from New Zealand and around the globe with in-depth articles, videos and content to keep you up to

date. It also contains a new video series, DRIVEN News, where our DRIVEN Ambassador provides you with the

latest information on all things motoring.

YUDU is about you. The astronaut, the rock star, the whatever-it-is-you-want-to-do.

YUDU is more than just another job listing site. It is a dedicated career platform which aims to connect employers

to the right talent that fits the role and to connect candidates to the right role that fits their talent. YUDU allows

jobseekers to create a profile online and apply for available roles directly from YUDU.

YUDU aims to empower the user to never stop learning, never settle for less, and never miss the chance to do

what they do best.

YUDU is about more than just job hunting. There are twelve dedicated Career Hubs filled with news, tips and

insights aimed at keeping users informed about the latest developments in their industry.

Through these Career Hubs, YUDU also provides opportunities for users to get involved with personality based

profiles, relevant news, videos and more.

WE’RE

ALL ABOUT

WHAT

YOU DO.

DEALER & PRIVATE LISTINGS

|

REVIEWS

|

NEWS

FIND YOUR NEXT CAR NOW

SAM WALLACE - CAR FANATIC

Page 19Page 18
PROPOSED NZME/STUFF

LIMITED MERGER UPDATE

PROCESS UPDATE

· The previous merger implementation agreement in respect of the proposed merger between NZME Limited

(“NZME”) and Stuff Limited (“Stuff”) terminated on 5 March 2018. However, if an appeal of the transaction

is successful we intend to negotiate a new agreement to implement the merger, with the transaction also

expected to be subject to finance, board and shareholder approval.

· NZME and Fairfax Media Limited’s (“Fairfax”) appeal to the High Court of the New Zealand Commerce Commission’s

(“NZCC”) decision to decline the merger was declined in a judgement issued on 19 December 2017.

· The parties have been granted leave to appeal the High Court’s adverse ruling on the matter, with a four-day

hearing in the Court of Appeal set down for 5 to 8 June 2018 and judgement expected in the second half of 2018.

· There is a further right of appeal to the Supreme Court with leave on points of general public importance.

RATIONALE FOR A FURTHER APPEAL

· NZME and Fairfax continue to believe the NZCC was wrong in fact and wrong in law to decline clearance

or authorisation for the merger. The questions on appeal are focused on the issue of plurality.

· NZME continues to share the costs of the legal process with Fairfax. The shared costs going forward are

expected to be less than $0.5m, significantly outweighed by the potential benefits of the transaction,

both for shareholders and the New Zealand public.

It’s hard to make the right property decision when you’re scattered between websites, trying to make sense of

and consolidate all the information from real estate agents, banks, maps and more. OneRoof makes this easier

by bringing it all together on one platform.

Regardless of whether you’re buying, selling or renting, OneRoof helps to make property decisions easier by

enhancing New Zealand’s latest real estate listings with up-to-date property and market insights. OneRoof provides

enhanced search capabilities, allowing users to search for properties based on criteria that may be important to

them, such as school zones, valuations and yield growth, journey times and other location-based benefits.

As well as offering real estate agents a platform to connect with buyers, OneRoof also caters to renters,

allowing them to apply for tenancies directly through the platform. OneRoof will build on NZME’s strong property

resources — such as Herald Homes — and is backed by the Company’s network that reaches 3.2 million Kiwis.

All things property

Search for your

property under

Over 60% of you read the news
on your phone.


So we redesigned the Herald site

with mobile in mind – with

dynamic content, larger imagery,

and bite-size summaries to keep

you up-to-date while you’re on

the move.

DISCOVER MORE

WITH YOUR NEW

You said your life was busier –

that you had less time to read

the news.


So we redesigned the Herald site

to give you an instant snapshot

of what’s going on, right now –

with bite-size summaries,

intuitive navigation, and faster

loading speeds.

DISCOVER MORE

WITH YOUR NEW

You told us you’re often

overwhelmed by information.

So we redesigned the Herald site

to highlight the top stories of the

hour, with a simpler structure and

clearer signposting to the issues

that matter most to you.

DISCOVER MORE

WITH YOUR NEW

You told us you’re often

overwhelmed by information.

So we redesigned the Herald site

to highlight the top stories of the

hour, with a simpler structure and

clearer signposting to the issues

that matter most to you.

DISCOVER MORE

WITH YOUR NEW

You told us you wanted to

broaden your horizons.


So we redesigned the Herald site

with enhanced navigation, a

clearer interface, and pointers to

in-depth stories and opinion

pieces – deepening your

understanding across a wider

range of topics.

DISCOVER MORE

WITH YOUR NEW

Page 23Page 22
STRATEGIC PLAN

1. Grow audience and engagement through amplification of NZME’s brands and increased

focus on planned, unique, local and premium content, supported by continued implementation

of the Washington Post arc roadmap.

2. Return advertising revenue to growth by continuing to retain Print revenues, drive Digital

revenue growth and capitalise on Radio coverage, content and talent enhancements.

3. Effective cost and capital management through exploring opportunities to leverage

our existing fixed cost base and continued focus on improving balance sheet strength.

4. Engage and develop our people by continuing to focus on improving leadership and

talent succession planning.

5. Grow new revenue streams through the launch of DRIVEN, YUDU and OneRoof,

improved data monetisation and developing a paid content proposition. Identify

and develop new business models.

6. Progress the Stuff merger to further improve our efficiency and underwrite the

competitiveness of New Zealand content generation and delivery.

OUR PEOPLE

We all want to be phenomenal at what we do. Success doesn’t just happen, it’s about delivering the best work in

the best way to the right audience. Whether they’re fronting our brands, selling our advertising products, driving

new initiatives, or helping to run our business, it’s crucial our people share a common purpose.

We work hard to ensure everyone at NZME understands and is aligned with our Company’s key priorities (what

needs to be achieved) and our values (how these should be achieved).

OUR VALUES

Our Values make us who we are, and we express them at every turn. They are the stuff of our DNA; the things

that make us unique and different from everyone else in the industry. We deliver to our priorities by being

connected, curious and confident.

CURIOUS

GO BEYOND

CONFIDENT

LIVE IT, BREATHE IT

CURIOUS

GO BEYOND

BE

BE

CONNECTED

ENGAGE THE RIGHT PEOPLE

BE

CURIOUS

GO BEYOND

Horizon 1:

Optimising the Core

Offsetting declines in Print

advertising with growth in

Radio and Digital advertising,

and streamlining the cost base.

Horizon 2:

Beyond Advertising

Growing new revenue

streams that leverage our

audiences to generate new

revenue opportunities - Digital

classifieds and paid content.

Horizon 3:

Re-imagining

Identifying opportunities

to develop new business

models that grow audience

engagement and deliver new

revenue streams.

Page 24Page 25
NZME sets itself apart by having talented

people who can make a difference for

our audiences and our customers.

Diversity and inclusion are key to

attracting and engaging the best talent

and we work very hard to make sure

everyone not only feels safe but looks

forward to coming to work.

We have a Diversity Policy that is available

on our website and established a

Diversity Committee in 2017 consisting

of a passionate group of individuals with

diverse backgrounds, experiences and

viewpoints to contribute to our efforts

in this space. “Diversity of all kinds -

gender, ethnic, cultural and sexual - is

key to a productive workplace. Great

solutions come from seeking opinions

and perspectives from a diverse

group. Our workplace is a slice of our

community so it’s important people

bring their whole selves to work. This

is what NZME is about,” says Michael

Boggs, NZME’s CEO.

We were actively involved in celebrating

Māori language week, including

challenging our people to learn a number

of new words every day; ranging from

colours and numbers to some Māori slang.

Other initiatives included an Instagram

contest where you name everyday objects

in Te Reo and photograph them creatively

to win a prize!

And speaking of language, NZME was

proud to support New Zealand Sign

Language week which included workshops

to learn the basics of New Zealand’s

third official language – Sign Language.

PEOPLE & DIVERSITY

Diwali is the five-day festival of lights,

celebrated by millions of Hindus, Sikhs

and Jains across the world. This year

our celebrations included a traditional

lamp lighting and Bollywood dance

performance, some delicious food and

treats and henna hand designs.

During 2017 we have put considerable

effort into youth employment,

participating in JobFest events in

Auckland and careers festivals in

Southland, Dunedin and Christchurch.

Our involvement with WorkChoice has

seen us speak at their youth employability

events in Auckland, Wellington and

Christchurch. We also had multiple

secondary school groups visit our offices

in Auckland, Wellington and Christchurch

for a first-hand experience of what working

at NZME is like.

As a result of our input into youth

employment and our involvement with

students, WorkChoice, JobFest and

various careers festivals right around

the country, NZME was nominated as

a finalist for the Young at Heart Awards

in the School Engagement and Work

Experience Award category.

This year we were pioneers in the media

industry as the first media company in

New Zealand to receive the Rainbow

Tick. The Rainbow Tick is awarded to

organisations that truly embrace making

their workplace a safe environment for

everyone, regardless of sexual orientation.

To celebrate being awarded the Rainbow

Tick, and to continue the crusade to

become an employer of choice and

cement our commitment to being a

truly diverse workplace, NZME proudly

displayed the rainbow in its brands

on Friday 13 October. The iconic New

Zealand Herald brand and well known

radio brands sported a rainbow Logo.

The Rainbow Tick forms part of our

wider Inclusion and Diversity strategy,

which includes nurturing a multicultural

workforce, encouraging you to “bring

your whole self to work” and truly

harnessing all our differences.

The charts on the next page demonstrate

our demographic breakdown as at 31

December 2017.

WELLNESS WEEK

We again hosted two wellness weeks

this year, one in May and one in October.

Wellness Weeks provide our people with

the opportunity to spend some time

reflecting on their health and wellbeing.

This year activities included free eyesight

testing, yoga sessions, flu jabs, healthy

breakfasts, boot camps and a host of

other activities around the country.

Please also refer to the Governance

section of this Annual Report for

additional information on Health & Safety.

Page 26Page 27
OUR PEOPLE (continued)

NZ European

55%

Middle Eastern / Latin

American / African

1%

Maori

3%

Undeclared

22%European

8%

Asian

7%

ETHNICITY

Incl. Undeclared

Full Time

69%

Casual

18%

Part time

9%

600

500

400

300

200

100

0

Contractor

4%

LENGTH OF SERVICE

GENDER/LEVEL

including undeclared

FemaleMale

Senior Leadership

Te a m

Executive

<1Y3-5Y21-30Y1-2Y11-20Y6-10Y31Y+

Staff

CONTRACT TYPE

Pacific Peoples

2%

Other Ethnicity

2%

AGE GROUP

<25

22%

55+Y

14%

Undeclared

5%

25-34Y

25%35-44Y

18%

45-54Y

16%

ENGAGEMENT

We believe that an engaging work

environment is essential to us

achieving our goals. We undertook two

engagement surveys last year to take

stock of what our people think. We

are very happy that participation rates

and overall engagement scores have

consistently increased over the last year.

To foster an inclusive and engaging

workplace, we also give our people other

opportunities to engage and say it as it

is. Our CEO is regularly joined by other

members of the Executive for his Kitchen

Catch-ups where different groups get

to interact, share and ask whatever is

on their minds. He also regularly invites

someone from the business to join him

as CEO for the day where they get an

inside look into what being CEO entails.

Boggsy’s Bus has become a bit of an

institution as well. Given that half of

NZME’s people are outside the Auckland

head office, it is an opportunity to build

a connection with all our people. The

CEO and others get to visit a number

of offices in the regions to make sure we

give all our people a chance to have their

say. In 2017 they visited Waihi, Katikati,

Tauranga, Te Puke, Rotorua, Taupo, Te

Awamutu, Hamilton and drove over

1,400 kilometres visiting our South Island

teams from Blenheim to Invercargill.

2017 AWARDS

NZME is proud to be the home of

some of New Zealand’s best talent and

2017 again provided us with plenty of

opportunity to celebrate.

At the 2017 Canon Media Awards,

the NZ Herald walked away with the

following top awards: Website of the

Year (nzherald.co.nz), Newspaper of

the Year (Weekend Herald), Weekly

Newspaper of the Year (Weekend Herald)

and Best Daily Newspaper (more than

30,000 circ) (NZ Herald). In addition,

many of our journalists won individual

awards including Matt Nippert being

awarded both Reporter of the Year

and Best Investigation, Dylan Cleaver

being awarded Sports Journalist of

the Year, Alan Gibson being awarded

Photographer of the Year, and Mike Scott

(with Olivia Carville) being awarded Best

Single Story. Herald Weekends Editor

Miriyana Alexander was also awarded the

prestigious Wolfson College (Cambridge

University) press fellowship. The NZME

Ellerslie team was also thrilled to receive

a Gold Medal for the 29 March edition

of the NZ Herald in the Publications

category at the Pride in Print awards.

Stephen Parker, Chief Photographer

from the Rotorua Daily Post was named

best regional sports photographer at

2017’s PANPA (Pacific Area Newspapers

Publishers’ Association) Awards in

Sydney. We also took home four awards

in Advertising & Marketing section of the

PANPA Awards.

We were delighted that NZH Focus, our

video news bulletin, was announced as

winner of the “Best Launch of a Brand

or Product to Create an Audience

Segment” award at the International

News Media Association (“INMA”) World

Congress in New York.

On the Radio front, NZME had a

fantastic showing at the 2017 NZ Radio

Awards. ZM was crowned Network

Station of the Year for excellence in

radio broadcasting and Hauraki once

again took “The Blackie” award for

funny and entertaining radio excellence.

Our radio stations ZB, The Hits and

Radio Sport and their presenters

received numerous awards in the Best

On-Air category and Best News and

Sport categories plus NZME teams took

home awards that recognise excellence

and effectiveness in marketing,

digital/social promotion, services to

broadcasting and associated craft.

33%

45%

55%

67%

55%

45%

Page 28Page 29
OUR COMMUNITIES

AND THE ENVIRONMENT

As a diverse, wide reaching, influential

and integrated media company, NZME

takes great pride in championing worthy

causes and facilitating community

conversations about the topics that

matter to our audiences. We use our

huge reach across NZ to support a

vast number of causes by providing

platforms and audiences to discuss

social issues and to campaign for good.

Under the Bridge was a long-form

documentary which saw us spending

a year following staff and students at

Papakura High. We were there for their

highs and lows, tribulations and triumphs.

The results were powerful, emotive and

compelling. We expected to be telling the

story of a school in decline. But we found

a heart-warming and raw tale of pride

and prejudice; a group of passionate

young people who, with the help of a new

principal, were determined to turn around

the school and its reputation.

Break the Silence – a campaign of care

and responsibility, was an investigative

series to start a national conversation

about youth suicide in New Zealand and to

encourage young people to speak up and

ask for help. It has been heartening to see

how deeply our readers and our people

have connected with the campaign.

Chasing Ghosts was our first true crime

podcast series, about the investigation

into the cold case disappearance of two

year old Amber-Lee Cruickshank in 1992.

Chasing Ghosts retraced the steps of

the police investigation and provided

exclusive new interviews and insights.

The Herald and World Vision ran the

Hidden Pacific campaign to raise funds

for the immense and urgent needs in

Melanesia, a hidden corner of the Pacific,

where our neighbours are isolated

and vulnerable with children and their

families lacking essential resources.

We are also proud to support and work

with local organisations such as the

Tauranga Art Gallery, the Port of Tauranga

Half; and support local initiatives like

the Property Brokers/The Hits Round

the Bridges fun run (this year raising

money for Alzheimers Whanganui), Thrive

Whanganui social enterprise business

expo and the Child Cancer Charity

Breakfast & Art Auction in Rotorua.

Our Christmas campaigns at multiple

locations across the country also help

raise food and funds for worthy causes

such as the Salvation Army’s foodbank.

Our footprint on the environment is

something NZME takes seriously. NZME

Print has been at the forefront of this

for some years now and has again

been awarded the Enviro-Mark Gold

certificate for excellence in environmental

responsibility. This is achieved after

satisfying a range of criteria including

having environmental objectives, targets

and KPIs; implementing environmental

programmes; monitoring environmental

aspects; having emergency preparedness

and response processes; and leadership

and commitment from top management.

Last year, NZME Print was recognised for

the site’s longstanding commitment and

compliance to the Enviro-Mark scheme of

which it has been a participant for the past

11 years. Our building at NZME Central has

a 5 Green Star – New Zealand Excellence

– rating which is the second highest rating

under the Green Star system that takes

into consideration the building or fitout’s

rating in nine categories: Energy, Water,

Materials, Indoor Environment Quality

(IEQ), Transport, Land Use & Ecology,

Management, Emissions, and Innovation.

Page 30Page 31
THE NZME BOARD

PETER CULLINANE

Independent Chair

Peter has a strong track record in

building and running companies

as well as advising companies on

business, marketing and advertising

matters. He is the founder and Chief

Executive of Lewis Road Creamery

and the former Chief Operating

Officer of Saatchi & Saatchi

(Worldwide), and its Chief Executive

Officer (New Zealand) and Chairman

(Australasia) for over eight years prior.

Peter is widely respected in global

advertising and marketing, and has

extensive knowledge and expertise in

both Australasian and global markets.

Peter is a Director of HT&E (listed

on the ASX). Peter was previously

on the Board of WPP AUNZ and

SKYCITY Entertainment Group. Peter

is a member of both the Advertising

and Marketing ‘Halls of Fame’. He

holds Masters degrees in Business

Administration and Management.

DAVID GIBSON

Independent Director

David has a strong background in

strategy and finance with over

20 years’ investment banking

experience, including as Co-Head of

Investment Banking in New Zealand

for Deutsche Bank and Deutsche

Craigs. During his finance career

David has advised on many of New

Zealand’s largest capital market

transactions, including within the

media industry. He holds a Bachelor

of Laws (LL.B. Hons) and a Bachelor

of Commerce in Economics.

CAROL CAMPBELL

Independent Director

Carol is a chartered accountant

and member of Chartered

Accountants of Australia and New

Zealand. Carol has extensive

financial experience and a sound

understanding of efficient Board

governance. Carol holds a number

of directorships across a broad

spectrum of companies, including

New Zealand Post, T&G Global, NPT

and the Fisher Listed Investment

companies – Kingfish, Barramundi

and Marlin Global where she is

also Chair of the Audit and Risk

Committee. She is also a Director

of Kiwibank. Carol was a Director

of The Business Advisory Group for

11 years, a chartered accountancy

practice, and prior to that a partner

at Ernst & Young for over 25 years.

She holds a Bachelor of Commerce

in Accounting.

Page 32Page 33
THE NZME EXECUTIVE TEAM

MICHAEL BOGGS

Chief Executive Officer

Michael was appointed

CEO of NZME in March

2016, prior to that he held

the CFO position. He has

been integral in developing

the strategy to grow

NZME’s presence in New

Zealand particularly in the

areas of digital, video and

events whilst upholding

the company’s traditional

brands including The

New Zealand Herald and

Newstalk ZB.

Joining NZME from

TOWER Limited where he

successfully managed

TOWERS multibillion

dollar assets, TOWERS’s

Pacific Islands operations,

TOWER’s earthquake

recovery programme

and the sale of TOWER’s

life insurance, health

insurance and investment

management businesses.

Prior to TOWER, Michael

held executive roles

in leading finance,

commercial and business

functions in major

telecommunications and

technology organisations

including TelstraClear

and previously Clear

Communications. In 2014

Michael was awarded CFO

of the year at the annual

New Zealand CFO Awards.

SHAYNE CURRIE

Managing Editor

As NZME’s Managing

Editor Shayne oversees

journalists and content

across the newsroom for

Newstalk ZB, Radio Sport,

The NZ Herald and NZME’s

regional and community

news brands. Shayne

has been a journalist

for 25 years, starting

as a crime reporter in

Wellington - and briefly,

New York - before

taking up newsroom

leadership roles. Shayne

has overseen major

change and innovation in

newsrooms throughout

New Zealand.

A former News Editor

and Deputy Editor of

the Sunday Star Times,

Shayne joined the

Company to help launch

the Herald on Sunday

and became editor of

that paper in 2005 and of

The NZ Herald in 2011. He

led the editorial project

to transform the NZ

Herald into the award-

winning compact format.

In 2016 Shayne was

awarded a scholarship

to Wolfson College at

Cambridge University in

the UK, studying audience

patterns in the digital age.

DEAN BUCHANAN

Group Director,

Entertainment

Dean has over two decades

of experience in developing

world class content and

talent in New Zealand and

internationally. Prior to

joining the Radio Network

as Chief Content Officer in

September of 2013, then

Managing Director Radio,

Dean was an international

consultant in the UK and

Europe. He then joined

DMG Radio Australia as

Group Programme Director

and was responsible

for launching the highly

successful Nova Network.

Dean has vast multimedia

experience having worked

in Touring with TV Touring

and established a successful

talent management

company Plus1 Talent,

developing the futures of

many key Australian TV

and Radio talent.

MATT HEADLAND

Chief Commercial

Officer

Matt joined NZME as

Head of Agency Sales

in August 2016 and in

September 2017 he was

appointed Acting Chief

Commercial Officer.

Within his time at NZME

Matt has restructured and

revitalised the agency

sales team, building and

leading an innovative

and fresh culture, while

delivering market leading

revenue growth.

Prior to the NZME group,

Matt held the position

of Director of National

Direct Sales TV, Radio and

Digital at Mediaworks New

Zealand. Matt has over

18 years of experience in

media, entertainment and

advertising industries,

where he has led

change and revenue

growth across multiple

businesses, these roles

include Country Manager

EMI Music New Zealand,

NZ Sales Manager

MTV Networks, Head

of Marketing EMI New

Zealand and founder of

Wonder and Thunder

Talent Management. He is

also the Chair of the Radio

Bureau Board.

LAURA MAXWELL

Chief Digital Officer

Laura first joined The Radio

Network as a Commercial

Director in July 2013,

moving to the role of

Group Director Digital

Media in 2014. In 2015,

Laura was promoted to

Group Revenue Director

and this title transitioned

to Chief Commercial

Officer as part of the

NZME transformation.

Prior to the NZME group,

Laura held the position of

General Manager/Director

for Yahoo! New Zealand.

Laura has over 20 years of

experience in media and is

well known and respected

in the industry, having

held roles including Sales

Director for both APN

Outdoor and Buspak

New Zealand. She is also

currently serving as the

Chair of the Interactive

Advertising Bureau and as

a Director of Restaurant

Hub and Chinese New

Zealand Herald. Laura

was also previously a

Director of the Newspapers

Publishers Association

and a board member of

the Radio Bureau.

SARAH JUDKINS

Chief Strategy Officer

& Acting Chief

Financial Officer

Sarah is responsible for

a number of strategic

projects across NZME and

the development of new

business initiatives. Sarah

joined NZME in 2014 to

lead the transformation

and integration of the

APN, TRN and GrabOne

businesses into NZME.

Sarah joined NZME

from KPMG where she

was a Director in the

transactions team,

specialising in operational

strategy, transaction

support and integration

planning. Sarah has 20

years’ experience working

with business managers

and stakeholders in a

wide range of industries

in New Zealand and

Asia developing and

implementing strategic

plans. Since returning

to New Zealand, Sarah

has worked with several

New Zealand companies

on a range of strategic

projects and brings a

breadth of financial and

strategic experience

to NZME. Sarah is also

currently the acting CFO.

MATTHEW WILSON

Chief Operations Officer

Matthew has lead several

of NZME’s operational

teams. With a passion

for media, Matthew

has over two decades

of experience working

across NZME’s newspaper

brands, including finance

roles in print, commercial,

content and corporate to

leading the Newspaper

Sales, Print and Herald

product functions.

Matthew was integral

to the launch of the

Weekend Herald brand

and the Herald on

Sunday newspaper in

2004, consolidated

newspaper sales and

distribution functions

across NZME in 2013 and

led the development of

NZME’s highly successful

distribution services

business in 2015. Matthew’s

extensive experience and

knowledge of the business

and its brands helps

drive NZME’s operating

performance.Matthew

currently also looks after

Culture & Performance.

ALLISON WHITNEY

General Counsel

Allison joined NZME in

2013 and with over 20

years’ legal experience,

manages the provision of

legal advice and company

secretarial services across

the NZME group - bringing

corporate, commercial,

intellectual property,

consumer and media law

experience to the table.

Prior to commencing her

role at NZME Allison held

roles both in-house and in

private practice, including

six years as Group Legal

Advisor to London-based

International Media Group;

UBM plc. During her time at

NZME, Allison has provided

legal guidance to the NZME

Group through several

significant milestones and

projects, including the 2014

re-brand from APN to NZME,

and the 2016 demerger

from APN and listing

of NZME on the

NZX and ASX.

Page 34Page 35
CORPORATE GOVERNANCE

GOVERNANCE FRAMEWORK

The Company is listed on the NZX Main

Board and as a Foreign Exempt Listing

on the ASX (both under the ticker code

“NZM”). The ASX Foreign Exempt Listing

category is based on a principle of

substituted compliance recognising

that, for secondary listings, the primary

regulatory role and oversight rests with

the home exchange and the supervisory

regulator in that jurisdiction. As such,

NZME is required to comply with a

limited set of ASX Listing Rules.

The Company’s corporate governance

framework, as described in this

section, therefore primarily takes into

consideration contemporary standards

in New Zealand, incorporating the NZX

Corporate Governance Code 2017,

effective for reporting periods from 1

October 2017, (“NZX Code”).

The Group is committed to having a

good governance framework within

which it operates and therefore aims

to comply with the recommendations

of the NZX Code. The Corporate

Governance Policies set out in this

section reflect the Group’s governance

framework as at 31 December 2017

(unless otherwise stated). The

Board considers that the corporate

governance practices it has adopted

are in compliance with the NZX Code

unless otherwise stated below.

PRINCIPLE 1 - CODE OF ETHICAL

BEHAVIOUR

Directors should set high standards of

ethical behaviour, model this behaviour

and hold management accountable

for these standards being followed

throughout the organisation.

Code of Conduct & Ethics

The Company’s Code of Conduct &

Ethics governs the Company and its

subsidiaries’ commercial operations and

the conduct of Directors, employees,

consultants and all other people

when they represent the Company

and its subsidiaries, together with the

Company. The Code of Conduct &

Ethics comprises certain fundamental

principles and demonstrates the high

standards of conduct expected of us.

The current Code of Conduct & Ethics

was adopted on 27 June 2016 (and

updated on 12 December 2017) and is

available via the Company’s website.

Reporting of breaches of the Code is

encouraged and steps for doing so are

set out in the Code of Conduct & Ethics

and the Whistleblower Policy.

The Company also has an Editorial Code

of Ethics highlighting that our principal

responsibilities are to the community and

the truth; undertaking to maintain the

highest ethical standards in our journalism

while balancing the right of the individual

with the public’s right to know.

Securities Trading Policy

The Securities Trading Policy details the

Company’s trading policy and guidelines,

including trading restrictions on dealing in

the Company’s quoted financial products

which applies to the Directors and all

employees. The Securities Trading Policy

places additional trading restrictions on

the Directors, the CEO and his direct

reports (and employees reporting

directly to them) and all participants in

any NZME employment incentive plans.

PRINCIPLE 2 - BOARD

COMPOSITION & PERFORMANCE

To ensure an effective Board, there

should be a balance of independence,

skills, knowledge, experience and

perspectives.

Role of the Board

The business and affairs of the Company

is managed under the direction and

supervision of the Board. The Directors

acknowledge their duty to act in good

faith and in the best interests of the

Company. The objective of the Company

is to generate growth, corporate profit

and shareholder gain from the activities

of the Group. In pursuing this objective

the role of the Board is to assume

accountability for the success of the

Company by taking overall responsibility

for the strategic direction and monitoring

of operational management of the Group

in accordance with good corporate

governance principles. More details

regarding the main functions of the

Board can be found in the Board Charter

(adopted 12 December 2017) on the

Company’s website.

Director Independence and Profile

All of the Company’s directors are

independent directors for the purposes

of the NZX Listing Rules. The profile

for each Director is available on the

Company’s website (http://www.nzme.

co.nz/corporate-governance/board-

members/) and on page 31 of the Annual

Report. The roles of the Chair and Chief

Executive Officer are exercised by

different persons.

Nomination and Appointment

Directors are appointed by the Company’s

shareholders, with rotation and retirement

being determined by the Constitution.

The Board may appoint Directors to fill

casual vacancies. Directors appointed

to fill casual vacancies are required

to retire and stand for election at the

first annual shareholders meeting after

their appointment. The Governance &

Remuneration Committee recommends

to the Board potential candidates for

appointment as Directors.

Induction and Access To Information

and Advice

On appointment to the Board a Director

will be given a copy of the Board Charter,

an appointment letter covering the role

of the Board, the Board’s expectations

of the Director and any particular terms

of his or her appointment. The Director

will be offered induction training as

to the responsibilities of the Directors

and to enable the Director to become

familiar with the Company’s operations

and sites. All Directors have access

to the advice and assistance of the

General Counsel on the Board’s affairs

and governance matters. In addition, all

Directors may access such information

and seek independent advice as they

consider necessary to fulfil their duties

and responsibilities.

Skills and Experience

The Governance & Remuneration

Committee reviews, and makes

recommendations to the Board,

regarding the composition of the Board

on an ongoing basis to ensure that it

is comprised of members who provide

the required breadth and depth of

experience and knowledge to achieve

the objectives of the Board. It also

considers and recommends to the Board

the appointment of additional Directors

to provide the expertise to achieve the

strategic and economic goals of the

Company. Directors are expected to

maintain their knowledge of the latest

governance and business practices in

order to perform their duties.

Directors and Officers Insurance

In accordance with Section 162 of the

Companies Act 1993 and the Company’s

Constitution, NZME has indemnified

and arranged insurance for all Directors

and executive officers to the extent

permitted by law for liabilities arising

out of the performance of their normal

duties as Directors and officers. The total

amount of insurance contract premiums

was $156,500.

Performance Review

The Chairperson meets annually with

Directors of the Company to discuss

individual performance of Directors.

The Board reviews its performance as

a whole, and the performance of its

committees, on an annual basis. The

Board may choose to use external

facilitators, where appropriate, to assist

with reviewing the performance of

Directors, the Board and its committees.

Page 36Page 37
Diversity

The Group believes that a diverse

workforce is essential for it to be able to

deliver its strategic objectives and continue

to meet its responsibilities to its customers,

its employees, the communities in which it

works, and its shareholders.

For the Group, diversity means the

competitive value in the differences

of its people in relation to gender,

race, ethnicity, sexual orientation, age,

disability, religion or cultural background.

The Group’s full Diversity Policy is

available on it’s website. It is the

Board’s view that the Group is currently

operating in accordance with, and

applying the principles of, the policy.

Also refer to the Our People section on

page 23 of the Annual Report for more

information on our diverse workforce.

The table below includes the quantitative

breakdown as to the gender composition

of NZME’s Board and Officers

A

.

PRINCIPLE 3 - BOARD

COMMITTEES

The Board should use committees where

this will enhance its effectiveness in key

areas, while retaining Board responsibility.

The Board has two standing Committees,

the Audit & Risk Committee and the

Governance & Remuneration Committee,

to assist in carrying out its responsibilities.

Both Committees operate under Board

approved charters. The Board may

establish other committees from time

to time to deal with specific projects or

matters relating to the Company’s various

activities. The Board does not have a

As atBoardOfficers

A

MaleFemaleMaleFemale

31 December 20172163

31 December 20162156

(A) The term ‘Officer’ is defined in the NZX Listing Rules as a person, however designated, who is concerned or takes part in the management of the

Issuer’s business, but excludes (i) a person who does not report directly to the Board or (ii) a person who does not report directly to a person who

reports to the Board. NZME has interpreted this to mean the Chief Executive and any person reporting to the Chief Executive or the Board directly.

The numbers above therefore include the CEO and other members of the Group Executive Team.

separate Health & Safety Committee, but

Health & Safety is considered by the full

Board. The Board did not identify a need

for any other standing Board committees.

The Company also has a NZME Takeover

Response Manual (not publicly available)

which was in place for the full year, but as

recommended by Recommendation 3.6

of the NZX Code, was formally adopted

by the Board on 12 December 2017.

Audit & Risk Committee

The Committee consists of at least three

non-executive directors, with the majority

being also independent directors (one of

whom has an accounting and financial

background). The functions of the

Committee are to:

· Review, consider and if necessary,

investigate any reports or findings

arising from any audit function either

internally or externally;

· Evaluate financial information

submitted to it, along with relevant

policies and procedures; and

· Assess the effectiveness of risk

management throughout the Group.

The Committee is also responsible for

communicating and engaging with

the external auditors and for oversight

and review of the risk management

framework. For further information, also

refer to the Committee’s charter which is

available on the Company’s website.

For the year ended 31 December 2017, all

the Directors were members of the Audit

& Risk Committee and it was chaired by

Carol Campbell. Employees and external

parties may attend meetings of the Audit

& Risk Committee at the invitation of the

Audit & Risk Committee.

CORPORATE GOVERNANCE (continued)

Governance & Remuneration

Committee

The Governance & Remuneration

Committee ensures that remuneration

policies and practices are consistent

with the strategic goals of the Group

and are relevant to the achievement

of those goals. The Committee also

reviews the remuneration of the CEO

and, in consultation with the CEO, the

remuneration packages of executives

reporting directly to the CEO.

The Governance & Remuneration

Committee also makes recommendations

to the full Board regarding the composition

of the Board, filling of vacancies, appointing

additional Directors to the Board, and to

review and adopt corporate governance

policies and practices which reflect

contemporary standards in New Zealand,

incorporating principles and guidelines

issued by the Financial Markets Authority

and the NZX. For further information, also

refer to the Committee’s charter filed on

the Company’s website.

For the year ended 31 December 2017, all the

Directors were members of the Governance

& Remuneration Committee and it was

chaired by Peter Cullinane. David Gibson will

take over as Chair in 2018. Employees and

external parties may attend meetings of the

Governance & Remuneration Committee

at the invitation of the Governance &

Remuneration Committee.

PRINCIPLE 4 - REPORTING &

DISCLOSURE

The Board should demand integrity in

financial and non-financial reporting,

and in the timeliness and balance of

corporate disclosures.

Market Disclosure Policy

The Board has policies and procedures

in place to keep investors and staff

informed of material information about

the Company and to ensure compliance

with the continuous disclosure obligations

under the Financial Markets Conduct Act

2013 and the NZX Listing Rules.

The Market Disclosure Policy is designed

to ensure that:

· There is full and timely disclosure

of the Company’s activities and price

sensitive information to shareholders

and the market; and

· All stakeholders (including shareholders,

the market and other interested parties)

have an equal opportunity to receive

and obtain externally available

information issued by the Company.

The Company will immediately notify

the market of any material information

concerning the Company in accordance

with legislative and regulatory

disclosure requirements.

Charters and Policies

The following charters and policies have

been adopted by the Company and are

available on the Company’s website

under the Corporate Governance

section (http://www.nzme.co.nz/

corporate-governance/):

· Board Charter

· Code of Conduct & Ethics

· Remuneration Policy

· Diversity Policy

· Editorial Code of Ethics

· Fraud Policy

· Market Disclosure Policy

· Whistleblower Policy

· Securities Trading Policy

· Audit & Risk Committee Charter

· Governance & Remuneration

Committee Charter

· Risk Management Policy

Constitution

The Company’s constitution (“Constitution”)

is filed on the Companies Office website

(http://www.companies.govt.nz/co/1181195).

The Constitution specifies that the maximum

number of directors (other than alternate

directors) is eight. As at 31 December 2017,

the Company had three directors.

The Constitution contains, amongst

other things, the requirements regarding

appointment and rotation of directors,

filling vacancies on the Board, meetings

of the Board and Board Committee

proceedings, and appointing alternate

directors. The Constitution also requires the

Company to comply with the NZX Listing

Rules for so long as it is listed on the NZX.

Page 38Page 39
Financial Reporting and Disclosure

The Company is committed to providing

financial reporting that is balanced,

clear and objective. The Audit &

Risk Committee oversees the quality,

integrity and timeliness of external

reporting. The Group’s Consolidated

Financial Statements for the year ended

31 December 2017 are set out on pages

48 to 96 of the Annual Report. Those

Consolidated Financial Statements have

been streamlined to make them easier

to read. Also refer to the letters from the

Chair and the CEO in this Annual Report

and the NZME Full Year 2017 Results

Presentation (available on the Company’s

website) for additional information.

Non-Financial Reporting and

Disclosure

The Company provides non-financial

disclosures relating to Health & Safety,

Risk Management, our interaction

with our communities and our impact

on the environment. We also include

information about our performance

against our operational priorities for the

year. Information about our strategic

plan for 2018 is included on page 22 of

the Annual Report.

NZME does not currently report under

a recognised environmental, social and

governance (“ESG”) framework, but aims

to provide non-financial information that

would be useful for our stakeholders.

This includes a summary of how we

create value as set out on pages 10 to 11

of the Annual Report and the information

referred to above. We intend to continue

enhancing our non-financial reporting

initiatives based on the feedback we

receive from our shareholders.

PRINCIPLE 5 - REMUNERATION

The remuneration of Directors and

executives should be transparent, fair

and reasonable.

Remuneration Policy

The Remuneration Policy outlines the

Company’s approach to the remuneration

of its Directors and executives. The

Governance & Remuneration Committee

is responsible for reviewing non-executive

Directors’ remuneration and benefits. The

pool available to be paid to non-executive

Directors is subject to shareholder

approval. The levels of fixed fees payable

to non-executive Directors should reflect

the time commitment and responsibilities

of the role. The Governance &

Remuneration Committee will obtain

independent advice, as necessary, and

will also consider the results of market

comparison and a benchmarking

assessment in setting the fixed fees

payable to non-executive Directors.

While the Company does not pay equity

based remuneration to its non-executive

Directors, it encourages those Directors

to hold shares in the Company to better

align their interests with the interests of

other security holders.

As noted under 4.2, the Governance &

Remuneration Committee is also

responsible for reviewing the

remuneration of the Chief Executive

Officer (“CEO”) and any executive

Directors and, in consultation with the

CEO, for reviewing the remuneration

packages of executives reporting directly

to the CEO. The Company conducts

external benchmarking analysis in order

to determine the market rate for a role.

The Company provides a combination

of cash and non-cash benefits and takes

a total remuneration approach. The

Company reviews remuneration with

the objective of achieving pay equity,

including by gender.

CORPORATE GOVERNANCE (continued)

Fees ($)

Chairman of the NZME Board150,000

Membership of the NZME Board100,000

Chair of NZME Board Committees20,000

Membership of NZME Board Committees10,000

Salary

A

Bonus

B

Benefits

C

Total

Michael Boggs806,226336,69934,2881,177,213

Directors’ Remuneration

The fees paid to each Director depends on the duties of the Director, including committee work. Current fees

per annum are as follow:

Chief Executive Officer’s Remuneration

FEES PAID FOR THE YEAR ENDED 31 DECEMBER 2017 (IN $)

Date appointedDate resigned /

retired

Chairman of

the Board

Board

Member

Committee

Chair

Committee

Member

Total

A

Peter Cullinane

B

24 June 2016N /A9,52493,65120,00010,000133,175

Sir John Anderson

C

24 June 20168 December 2017140,476-18,730159,206

Carol Campbell

D

24 June 2016N /A-100,00020,00010,000130,000

David Gibson

E

8 December 2017N /A6,3491,2707,6 19

Total fees paid430,000

(A) In addition to the fees noted in the table above, Directors are also entitled to be reimbursed for all reasonable travel, accommodation, and

other costs incurred by them in connection with their attendance at NZME Board or shareholder meetings or otherwise in connection with NZME

business. The fees above exclude any such reimbursements. (B) Peter Cullinane is a member of the NZME Board, Chair of the Governance &

Remuneration Committee and a member of the Audit & Risk Committee. Following the retirement of Sir John Anderson, Peter Cullinane was also

elected as Chairman of the NZME Board. (C) Sir John Anderson was, up to his retirement, the Chairman of the NZME Board and a member of the

Audit & Risk and Governance & Remuneration Committees.(D) Carol Campbell is a member of the NZME Board, Chair of the Audit & Risk Committee

and a member of the Governance & Remuneration Committee. (E) David Gibson is a member of the NZME Board, the Audit & Risk Committee and

the Governance & Remuneration Committee. David will become Chair Governance & Remuneration Committee in 2018.

(A) Salary includes normal basic salary and paid leave. (B) Bonus payments are those paid during the current accounting period and excludes any

bonus accrual not yet paid. (C) Benefits relate to company contributions for KiwiSaver.

Michael Boggs held 141,167 shares in the Company as at 31 December 2017 and earned $10,411 in dividends paid

by the company on shares held by him during the year. In addition to the remuneration disclosed above, as at 22

February 2018, Michael Boggs held 1,119,022 performance rights issued to him under the Group’s Total Incentive

Plan (“TIP”). Please refer to note 4.3 of the Consolidated Financial Statements for a summary of the TIP and the

performance criteria used to determine performance based payments. Under the 2016 TIP, the participants will be

entitled to additional shares (not reflected in the rights above) when the rights are exercised (on 31 December 2019)

for any dividends foregone during the period 1 January 2017 to 31 December 2019. For dividends declared during the

period 1 January 2017 to 31 December 2017, this will result in an additional 53,161 shares being issued to him.

Page 40Page 41
Directors of Subsidiary Companies

As at 31 December 2017, Michael Boggs (CEO) and Sarah Judkins (Chief Strategy Officer & Acting Chief Financial Officer)

were directors of the wholly owned subsidiaries listed in Note 6.2 of the Consolidated Financial Statements, other than

NZME Australia Pty Limited. Michael Boggs and Mark O’Sullivan (a professional director resident in Australia) were

Directors of NZME Australia Pty Limited as at 31 December 2017. Sarah Judkins was also a director of Chinese New

Zealand Herald Limited, Restaurant Hub Limited, Eveve New Zealand Limited and Ratebroker Limited (resigned 3

October 2017) and a trustee of the Auckland Arts Festival. Michael Boggs is also a director of Ratebroker Limited

(appointed 6 October 2017), New Zealand Press Association Limited and a trustee of the Herald Foundation. Other than

Mark O’Sullivan who received $8,624 for his services as a director of NZME Australia Pty Limited, they did not receive any

fees or other benefit for their services as directors to any of these companies. Michael Boggs and Sarah Judkins receive

remuneration as employees of the Company which are not related to their duties as directors of these companies.

Employee Remuneration

The Group paid remuneration including benefits in excess of $100,000 to employees (other than directors)

during the year ended 31 December 2017. The salary banding for these employees are disclosed in the following

table (bands with zero number of employees have been excluded):

CORPORATE GOVERNANCE (continued)

Remuneration AmountEmployeesRemuneration AmountEmployees

$100,000 - $110,00068$300,001 - $310,0002

$110,001 - $120,000

59

$310,001 - $320,000

2

$120,001 - $130,000

50

$320,001 - $330,000

6

$130,001 - $140,000

45

$330,001 - $340,000

1

$140,001 - $150,000

28

$340,001 - $350,000

1

$150,001 - $160,000

28

$350,001 - $360,000

3

$160,001 - $170,000

18

$370,001 - $380,000

1

$170,001 - $180,000

12

$380,001 - $390,000

1

$180,001 - $190,000

8

$390,001 - $400,000

1

$190,001 - $200,000

9

$400,001 - $410,000

1

$200,001 - $210,000

4

$410,001 - $420,000

2

$210,001 - $220,000

9

$420,001 - $430,000

1

$220,001 - $230,000

3

$440,001 - $450,000

1

$230,001 - $240,000

6

$450,001 - $460,000

1

$240,001 - $250,000

2

$470,001 - $480,000

2

$250,001 - $260,000

5

$480,001 - $490,000

1

$260,001 - $270,000

4

$540,001 - $550,000

1

$270,001 - $280,000

1

$610,001 - $620,000

1

$280,001 - $290,000

11

$1,170,001 - $1,180,000

1

$290,001 - $300,000

4

Total number of employees that were paid remuneration of $100,000+

404

The remuneration above include all remuneration paid to permanent employees, including fixed remuneration,

employer KiwiSaver contributions, medical aid contributions, bonuses, commission, settlements and redundancies.

PRINCIPLE 6 - RISK

MANAGEMENT

Directors should have a sound

understanding of the material risks

faced by the issuer and how to manage

them. The Board should regularly

verify that the issuer has appropriate

processes that identify and manage

potential and material risks.

Risk Management Framework

The Audit & Risk Committee is

responsible for the oversight and

independent review of the Group’s risk

management framework, including:

· Review and approval of the risk

management policy;

· Receiving and considering reports

on risk management;

· Assessing the effectiveness of the

Group’s responses to risk; and

· Providing the Board with regular

reports on risk management.

The Group has a formal Risk Management

Policy and is committed to the consistent,

proactive and effective monitoring and

management of risk throughout the

organisation, in accordance with best

practise and the NZME Risk Management

Framework and Guidelines.

The Board is ultimately responsible

for the effectiveness, oversight and

implementation of the Group’s approach

to risk management.

The Audit & Risk Committee is responsible

for the oversight and independent review

of the NZME Risk Management Framework

and Guidelines, and assisting the Board

to discharge its oversight responsibility

for risk management.

The Chief Executive Officer (“CEO”) is

responsible for:

· The management of strategic, operational

and financial risk of the Group;

· Continually monitoring the Group’s

progress against financial and

operational performance targets;

· The day-to-day identification,

assessment and management

of risks applicable to the Group;

· Implementation of risk management

controls, processes and policies and

procedures appropriate for the Group;

· Driving a culture of risk management

throughout the Group.

The NZME Risk Committee acts as a

governance forum to assist the NZME

CEO and the Group Executive in

fulfilling their corporate governance

responsibilities. This Committee provides

assurance that the following aspects are

managed appropriately:

· Strategic and operational risk

management;

· Workplace Health & Safety matters;

· Legal, regulatory and policy compliance;

· Technology and security matters;

· Business continuity planning.

The Group has a Head of Risk, Compliance

and Financial Reporting who is responsible

for providing guidance where required

and developing tools, templates and

policies that facilitate the identification,

management and reporting of risk and

support the overall Risk Management

Framework and Guidelines.

The Group is a diversified media company

and is subject to diverse types of risk

including, but not limited to cyber

security, legal and regulatory compliance,

financial and market, government policy

and political, reputation and brand,

operational risks and trading conditions.

The Group recognises that in order to

achieve its strategic objectives it must be

willing to take and accept informed risks.

Risks relating to innovation, attracting

and retaining talent, and content to

drive audiences and address the needs

of advertisers are encouraged within

defined parameters. However in doing so,

it is not acceptable to trade off financial

or strategic returns by compromising

compliance with the law, the safety of our

people, or our reputation as a responsible

corporate citizen and provider of news,

sport and entertainment.

When setting the appetite for taking and

accepting risk, the Group also considers

the risk posed by inaction in what is a

fast-paced and disrupted market.

Page 42Page 43
The Group’s approach to risk management is assessed

at least annually by the Audit & Risk Committee of

the Board in order to make a recommendation to

the full Board on the appropriateness of NZME’s Risk

Management Framework and Guidelines. The NZME

Head of Risk, Compliance and Financial Reporting

reports to the NZME Risk Committee and the Audit &

Risk Committee on progress of the implementation of

the Risk Management Framework and Guidelines.

For additional information on financial risks, please also

refer to Note 4.8 of the Consolidated Financial Statements.

Health & Safety

The NZME Board Charter states that the role of the Board

includes ensuring that the Group Health & Safety and

environmental practices and culture comply with legal

requirements, reflects best practice and are recognised

by employees and contractors as key priorities for the

Group. As noted earlier, NZME does not have a separate

Board-level Health & Safety Committee as Health &

Safety is dealt with by the full Board.

Health & Safety is included on the NZME Board Risk

Register. The NZME Annual Health & Safety Plan captures

the projects and objectives for the year to respond to the

identified risks. NZME records and monitors critical Health

& Safety risks in a separate Health & Safety Critical

Risk Register. Currently that register is reviewed and

monitored by the Risk Committee, who meet monthly

and receive and review reporting on Health & Safety

performance, trends and updates, with key matters

and progress against the annual plan being reported

to the Board. In 2017, areas of focus included, for

example, dealing with risks relating to fatigue, traffic

management and public exposure.

Health & Safety advice and direction are overseen

by the Culture and Performance team, a full-time

Health & Safety Advisor and a contracted Health and

a Safety Consultant. NZME utilises the online safety

management system “Vault” as the framework for how

safety is managed within the business. Vault is used

for incident reporting, contractor management, hazard

and risk management, management of hazardous

substances, risk monitoring and reporting.

Worker engagement and involvement is recognised

as an important part of growing a positive workplace

Health & Safety culture. At NZME, being actively

CORPORATE GOVERNANCE (continued)

involved in and contributing to Health & Safety is

included in the GuideMe performance review template

as a KPI for all employees and reviewed as part of the

performance review process. In 2016 and 2017 NZME

rolled out a mandatory safety leadership training

workshops to up-skill all levels of management to

ensure they are aware of NZME’s Health & Safety

obligations, critical risks and the resources available to

satisfy these. To ensure effective worker involvement,

NZME has multiple Health & Safety Committees in

place across New Zealand that actively contribute

to the management of risk and the effectiveness of

controls in place around the business. Health & Safety

performance is communicated throughout all levels

of NZME through regular Senior Leadership team

meetings and internal business communications.

NZME maintains a Wellness & Safety page on its intranet

with sections for Safety at NZME (which includes training

manuals, emergency procedures and safety induction

documents) and a Wellness section (which includes

information about our Employee Assistance Programme,

wellness videos and wellness success stories).

PRINCIPLE 7 - AUDITORS

The Board should ensure the quality and independence

of the external audit process.

Refer to note 2.2.4 of the Consolidated Financial Statements

for fees paid to the auditors, PricewaterhouseCoopers, for

the year ended 31 December 2017.

The Audit & Risk Committee Charter requires the

Committee to assess the following:

· The independence of the auditor;

· The ability of the auditors to provide additional

services which may be occasionally required;

· The competency and reputation of the auditors;

· The projected audit fees; and

· Review the appointment, performance and

remuneration of external auditors.

The Audit & Risk Committee also monitors and

approves any services provided by the auditors other

than in their statutory role and receives confirmation

from the auditors as to their independence from the

Company. This is undertaken on a service by service

basis and assesses whether the service is permissible

under Professional and Ethical Standard 1 (“PES 1”)

issued by the New Zealand Auditing and Assurance

Standards Board, ensuring that any potential threat

to independence is identified and appropriate

safeguards to eliminate the threat or reduce the threat

to an acceptable level are established. The Audit

& Risk Committee receives an annual confirmation

from the auditor as to their independence from the

Group. The auditor is also required to provide the

Audit & Risk Committee with a detailed analysis of

fees relating to non-audit services provided during

the year, including a description of potential threats

to their independence and the applicable safeguards

implemented by the auditor and the Company to

either mitigate those threats or reduce them to an

acceptable level as required by PES 1. The Audit & Risk

Committee takes the nature of the services provided,

the quantum of the fee, the reason for the additional

services and whether the services are likely to be

one-off or repetitive in nature into consideration when

evaluating and concluding on auditor independence.

For the year ended 31 December 2017, given the nature

of the services provided and based on the Committee’s

continuous monitoring of auditor independence, the

Audit & Risk Committee do not believe that the non-

audit services provided by the auditors compromised

their objectivity and independence.

The Company requires the external auditor to attend

the Annual Shareholders Meeting (“ASM”) to answer

questions from shareholders in relation to the audit.

The Group’s auditor, PricewaterhouseCoopers,

attended the last ASM on 22 June 2017.

Internal Audit

The Audit & Risk Committee is responsible for reviewing

the integrity and effectiveness of the internal audit

function. NZME operates a co-sourced internal audit

programme that utilises a mix of self-certifications,

scheduled control testing by Group Financial Services,

random assignments and investigations by Risk &

Compliance and a structured internal audit programme

executed by external firms.

Any reporting from external parties are presented to

the Audit & Risk Committee and any significant findings

from other internal activities are reported to the Audit &

Risk Committee in the Risk & Compliance report.

PRINCIPLE 8 - SHAREHOLDER RIGHTS &

RELATIONS

The Board should respect the rights of shareholders

and foster constructive relationships with shareholders

that encourage them to engage with the issuer.

NZME seeks to regularly engage with shareholders to

ensure they are informed about our activities and our

progress against our stated priorities. NZME employs an

Investor Relations Manager to ensure any questions or

feedback from shareholders are responded to promptly.

The NZME website has a dedicated Investor Relations

section containing NZX / ASX announcements,

presentations & webcasts, financial reports, frequently

asked questions and other information that might

be useful to our shareholders. The share registry is

maintained by Link Market Services and their contact

details are available under the Investor Relations

section of the Company’s website. Shareholders can

elect to receive communications electronically.

Following each results announcement, NZME holds

an investor call to present the results and to allow

investors to ask questions. This is followed by an

investor roadshow during which the Chief Executive

Officer and other members of the Executive aim to

meet with as many shareholders as possible.

Shareholders are entitled to exercise their voting

rights as provided for under the applicable legislation

and listing rules.

Page 44Page 45
OTHER STATUTORY INFORMATION

DIRECTORS’ INTEREST IN NZME SHARES

Ordinary shares held by Directors and parties associated with them are as follows:

31 Dec 2017

Number

Sir John Anderson (retired 8 December 2017)

114,286

Carol Campbell

50,000

Peter Cullinane

68,286

DirectorCompanyPosition

Peter CullinaneHT&E LimitedDirector

Lewis Road Creamery LimitedDirector and shareholder

Happy Chickens LimitedDirector

Carol CampbellThe Business Advisory Group LimitedDirector (resigned effective 1 April 2017) and

shareholder (disposed effective 24 May 2017)

New Zealand Post Limited Director

Kiwibank Limited Director

Kingfish Limited Director

Marlin Global Limited Director

Barramundi Limited Director

NPT LimitedDirector

T&G Global LimitedDirector

Ronald McDonald House CharitiesChair (resigned effective 31 August 2017)

INTERESTS REGISTER

The general disclosures of interests made by Directors of Company during the accounting period, pursuant to

section 140(2) of the Companies Act 1993, are shown below.

DirectorCompanyPosition

David GibsonDG Advisory LimitedDirector and shareholder

Revolutionary Beekeeping Limited Director and shareholder

Eat Shop Do Limited (trading as

Jess’ Underground Kitchen)

Director and shareholder

Hub App LimitedDirector and shareholder

Penguin LimitedDirector and shareholder

Waiheke Brewing Company Limited Director and shareholder

Herbal Investments LimitedShareholder

Lewis Road Creamery LimitedShareholder

Harker Herbal Products LimitedShareholder

Sir John Anderson

(retired 8 December 2017)

NPT LimitedChairman (resigned effective 17 March 2017)

Steel & Tube Holdings LimitedChairman (resigned as Chairman 17 February

2017 and as Director effective 31 March 2017)

T&G Global LimitedDeputy Chairman (resigned 4 December 2017)

The Interests Register also includes, pursuant to section 140(1) of the Companies Act 1993, entries for authorising

the remuneration and particulars of indemnities and insurance for the Directors.

SHAREHOLDER INFORMATION

Substantial Shareholders

The following information is given pursuant to Sub-Part 5 of Part 5 of the Financial Markets Conduct Act 2013.

According to notices given to the Company, the substantial security holders in the Company are noted below:

Date of substantial

security notice

Number of shares

held

% of shares held

Allan Gray Australia Pty Limited26/10/201623,395,41811.94

Nomura Holdings Inc5/09/20179,883,1575.04

Forager Funds Management Pty Limited19/09/201712,408,4866.33

Auscap Asset Management Limited23/02/201835,000,0001 7.86

The total number of ordinary shares issued by the Company as at 31 December 2017 was 196,011,282. The Company

did not have any other quoted voting products.

Page 46Page 47
Top 20 shareholders

As at 28 February 2017

OTHER STATUTORY INFORMATION (continued)

Number of shares

held

% of shares held

Citicorp Nominees Pty Limited58,959,726 30.08

New Zealand Central Securities Depository Limited33,106,861 16.89

J P Morgan Nominees Australia Limited24,877,882 12.69

HSBC Custody Nominees (Australia) Limited21,480,111 10.96

National Nominees Limited12,233,8216.24

Bond Street Custodians Limited1,702,920 0.87

Pax Pasha Pty Limited1,692,143 0.86

Aust Executor Trustees Limited1,455,281 0.74

FNZ Custodians Limited1,413,000 0.72

Forsyth Barr Custodians Limited1,311,000 0.67

Bnp Paribas Nominees Pty Limited1,222,463 0.62

Australian Executor Trustees Limited1,000,000 0.51

Aet Ct Pty Limited1,000,0000.51

Morgan Stanley Australia Securities (Nominee) Pty Limited 700,188 0.36

Rudie Pty Limited698,427 0.36

Leh Soon Yong538,000 0.27

Goolestan Dinshaw Katrak500,000 0.26

Steven Fahey & Lynette Fahey410,238 0.21

UBS Nominees Pty Limited389,302 0.2

Bnp Paribas Nominees Pty Limited Hub24 Custodial Serv Limited Drp 387,919 0.2

Timothy John Eakin380,000 0.19

Georgina Jane Birrell380,0000.19

Spread of Quoted Security Holders

Range of Securities HeldNumber of

Investors

% of Total

Investors

Shares Held% of Shares

Issued

1 to 1,0003,80763.76 1,041,437 0.53

1,001 to 5,0001,23220.63 2,949,899 1.50

5,001 to 10,0003495.84 2,611,9111.33

10,001 to 100,0005148.61 15,612,212 7.9 6

Above 100,000691.16 173,795,823 88.67

Total5,971100196,011,282100

OTHER INFORMATION

Waivers from the NZX

The Company did not receive any

waivers from any of the NZX Listing

Rules during the year.

Donations

In accordance with section 211(1)(h)

of the Companies Act 1993, NZME

notes that the Group made donations

of $16,060 during the year ended 31

December 2017.

Credit rating

As at the date of this Annual Report,

NZME did not have a credit rating.

Exercise of NZX disciplinary powers

For the year ended 31 December 2017, the

NZX did not exercise any of its disciplinary

powers under Rule 5.4.2 of the NZX Listing

Rules in relation to the Company.

Direct director appointments under

the Company Constitution

Rule 3.3.8 of the NZX Listing Rules allow

a company to include in its Constitution

a right for a product holder to appoint

a director to the Board under certain

circumstances. As at 31 December 2017,

none of the Directors were appointed

pursuant to Rule 3.3.8.

Page 49
CONSOLIDATED

FINANCIAL

STATEMENTS

For the year ended

31 December 2017

Page 50Page 51
CONTENTS

CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 December 2017

Directors’ Statement

51

Consolidated Income Statement

52

Consolidated Statement of Comprehensive Income

53

Consolidated Balance Sheet

54

Consolidated Statement of Changes in Equity

55

Consolidated Statement of Cash Flows

56

Notes to the Consolidated Financial Statements*

Basis of Preparation

57

Group Performance

59

Operating Assets and Liabilities

65

Capital Management

74

Taxation

86

Group Structure and Investments in Other Entities

89

Other Notes

94

Independent Auditor’s Report

97

*In an attempt to make these financial statements easier to read, the notes to the financial statements

have been grouped into seven sections; aimed at grouping items of a similar nature together. The Basis of

Preparation section presents a summary of material information and general accounting policies that are

necessary to understand the basis on which these consolidated financial statements have been prepared.

Accounting policies specific to a particular note are included in that note and are shaded for ease of reference.

Key judgments and estimates relevant to a particular note are also included in the relevant note, and are

clearly marked as such. A summary of the key judgments and estimates is also included under the Basis of

Preparation section on pages 57 to 58.

DIRECTORS’ STATEMENT

The directors are pleased to present the consolidated financial

statements of NZME Limited (the “Company”) and its subsidiaries

(together the “Group”) for the year ended 31 December 2017, incorporating

the consolidated financial statements and the auditor’s report.

The directors are responsible, on behalf of the Company, for presenting

these consolidated financial statements in accordance with applicable

New Zealand legislation and generally acceptable accounting practices

in New Zealand in order to present consolidated financial statements

that present fairly, in all material respects, the financial position of the

Group as at 31 December 2017 and the results of the Group’s operations

and cash flows for the year then ended.

The consolidated financial statements for the Group as presented on

pages 50 to 96 are signed on behalf of the Board of Directors, and are

authorised for issue on the date below.

For and on behalf of the Board of Directors

Peter Cullinane

Director

Carol Campbell

Director

Date: 21 February 2018

Page 52Page 53
CONSOLIDATED INCOME STATEMENT

for the year ended 31 December 2017

NOTE

2017

$’000

2016

$’000

CONTINUING OPERATIONS

Revenue2.1

390,688

4 07,8 5 6

Finance and other income 2.1

926

2,340

Total revenue and other income

2.1

391,614

410,196

Expenses from operations before finance costs, depreciation,

amortisation

2.2.1

(332,839)

(363,553)

Depreciation & amortisation2.2.2

(24,946)

(23,845)

Finance costs2.2.3

(4,497)

(9,300)

Profit / (loss) from continuing operations before income tax

expense

29,332

13,498

Income tax expense5.1

(8,447)

(64,050)

Profit / (loss) from continuing operations for the year20,885

(50,552)

DISCONTINUED OPERATIONS

Profit / (loss) after tax from discontinued operations

-

125,095

Profit / (loss) for the year


20,885

74,54 3

PROFIT / (LOSS) FOR THE YEAR IS ATTRIBUTABLE TO:

Owners of the Company

20,885

60,618

Non-controlling interests

-

13,925

Profit / (loss) for the year


20,885

74,54 3

NOTE

CENTS

CENTS

Earnings per share from continuing operations

attributable to the ordinary shareholders of the company

Basic / diluted earnings per share2.3

1 0.7

(28.0)

Earnings per share from profit for the year (continuing

and discontinued operations) attributable to the ordinary

shareholders of the Company

Basic / diluted earnings per share2.3

1 0.7

30.9

The above Consolidated Income Statement should be read in conjunction with the accompanying notes.

The above Consolidated Statement of Comprehensive Income should be read in conjunction with the

accompanying notes.

NOTE

2017

$’000

2016

$’000

Profit for the year20,885

74,543

OTHER COMPREHENSIVE INCOME

Items that may be reclassified to profit or loss

Exchange differences on translation of foreign operations4.2

(15)

44,846

Items that will not be reclassified to profit or loss

Exchange and other differences applicable

to non-controlling interests

-

(14,683)

Other comprehensive income, net of tax(15)

30,163

Total comprehensive income20,870

104,706

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:

Owners of the Company

20,870

105,464

Non-controlling interests

-

(758)

20,870

104,706

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO OWNERS

OF THE COMPANY:

Continuing operations

20,870

(10,038)

Discontinued operations

-

115,502

20,870

105,464

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 December 2017

Page 54Page 55
NOTE

2017

$’000

2016

$’000

CURRENT ASSETS

Cash and cash equivalents4.7

9,570

16,242

Trade and other receivables3.3

55,323

53,631

Inventories

1,926

2,226

Total current assets66,819

72,099

NON-CURRENT ASSETS

Intangible assets3.1

330,553

329,776

Property, plant and equipment3.2

64,725

75,677

Other financial assets6.3.2

5,988

5,988

Total non-current assets401,266

411,441

Total assets468,085

483,540

CURRENT LIABILITIES

Trade and other payables3.4

56,894

66,379

Current tax provision

7, 5 6 7

2,800

Total current liabilities64,461

69,179

NON-CURRENT LIABILITIES

Trade and other payables3.4

13,565

13,423

Interest bearing liabilities4.5

99,78 8

112,168

Deferred tax liabilities5.2

1,239

3,211

Total non-current liabilities114,592

128,802

Total liabilities179,053

197,9 8 1

Net assets289,032

285,559

EQUITY

Share capital4.1

360,363

360,363

Reserves4.2

2,385

(5,198)

Retained earnings

(73,716)

(69,606)

Total equity289,032

285,559

CONSOLIDATED BALANCE SHEET

as at 31 December 2017

The above Consolidated Balance Sheet should be read in conjunction with the accompanying notes.

— Attributable to owners of the Company —

NOTESHARE

CAPITAL

$’000

RESERVES

$’000

RETAINED

EARNINGS

$’000

TOTAL

$’000

NON-CON-

TROLLING

INTERESTS

$’000

TOTAL

EQUITY

$’000

BALANCE AT 1 JANUARY 2016

360,363(34,992)104,584

429,955

201,869

631,824

Profit for the year--60,618

60,618

13,925

74 ,5 4 3

Other comprehensive

income

-44,846-

44,846

(14,683)

30,163

TOTAL COMPREHENSIVE

INCOME

-44,84660,618

105,464

(758)

104,706

Transfer from asset

revaluation reserve

4.2-(464)464

-

-

-

Transfer from transaction with

non-controlling interest reserve

4.2-(14,732)14,732

-

-

-

Dividends paid4.4--(198,118)

(198,118)

-

(198,118)

Transactions with

non-controlling interests

---

-

(3,630)

(3,630)

Share based payments expense4.2-144-

144

-

144

Acquisitions and

divestments of subsidiaries and

operations

--(51,886)

(51,886)

(197,481)

(249,367 )

Balance at

31 December 2016

360,363(5,198)(69,606)

285,559

-

285,559

BALANCE AT 1 JANUARY 2017

360,363(5,198)(69,606)

285,559

-

285,559

Profit for the year--20,885

20,885

-

20,885

Other comprehensive

income

-(15)-

(15)

-

(15)

TOTAL COMPREHENSIVE

INCOME

-(15)20,885

20,870

-

20,870

Dividends paid4.4--(18,622)

(18,622)

-

(18,622)

Supplementary dividends paid4.4--(2,785)

(2,785)

-

(2,785)

Tax credit on supplementary

dividends

--2,785

2 ,78 5

-

2 ,78 5

Transfer from transaction with

non-controlling interest reserve

4.2-6,373(6,373)

-

-

-

Share based payments expense4.2-1,225-

1,225

-

1,225

Balance at

31 December 2017

360,3632,385(73,716)

289,032

-

289,032

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2017

Page 56Page 57
NOTE

2017

$’000

2016

$’000

CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers

3 8 7, 2 2 8

581,485

Payments to suppliers and employees

(336,626)

(488,558)

Dividends received

128

141

Interest received

139

223

Interest paid

(5,804)

(8,811)

Income taxes paid

(5,610)

(22,798)

Net cash inflows / (outflows) from operating activities

4.7

39,455

61,682

CASH FLOWS FROM INVESTING ACTIVITIES

Payments for property, plant and equipment

(4,881)

(11,549)

Payments for intangible assets including software

(10,165)

(4,407)

Proceeds from sale of property, plant and equipment

27

2,251

Proceeds from divestment of subsidiaries, net of their cash, as part of

internal restructure

-

95,936

Payments for investment in other entities

-

(848)

Net loans repaid / (advanced) to other entities

-

2,278

Net cash inflows / (outflows) from investing activities(15,019)

83,661

CASH FLOWS FROM FINANCING ACTIVITIES

Loans advanced / (repaid) by related parties

-

(55,958)

Proceeds from borrowings4.5

84,000

54,000

Repayments of borrowings4.5

(96,486)

(127,242)

Payments for borrowing cost

-

(400)

Dividends paid to Company’s shareholders

(18,622)

(6,860)

Net payments to non-controlling interests

-

(3,630)

Net cash inflows / (outflows) from financing activities(31,108)

(140, 090)

Net increase / (decrease) in cash and cash equivalents(6,672)

5,253

Cash and cash equivalents at beginning of the year

16,242

11,065

Effect of exchange rate changes

-

(76)

Cash and cash equivalents at end of the year

4.7

9,570

16,242

The Consolidated Statement of Cash Flows includes cash flows from continuing and discontinued operations.

Refer to Note 6.1 and the Consolidated Financial Statements for the year ended 31 December 2016 (available on

the Company’s website) for further information on cash flows from discontinued operations.

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 31 December 2017

1.1 REPORTING ENTITY AND

STATUTORY BASE

NZME Limited (NZX and ASX:NZM) is a

for-profit company limited by ordinary

shares which are publicly traded on

the NZX Main Board and the Australian

Securities Exchange as a Foreign Exempt

Listing. NZME Limited is incorporated and

domiciled in New Zealand. It is registered

under the Companies Act 1993 and is

a FMC reporting entity under Part 7 of

the Financial Markets Conduct Act 2013.

The entity’s registered office is 2 Graham

Street, Auckland, 1010, New Zealand.

NZME Limited (the “Company” or “Parent”)

and its subsidiaries’ (together the “Group”)

principal activity during the financial year

was the operation of an integrated media

and entertainment business.

1.2 GENERAL ACCOUNTING

POLICIES

These consolidated financial statements

have been prepared in accordance

with New Zealand Generally Accepted

Accounting Practice (“NZ GAAP”). They

comply with New Zealand equivalents

to International Financial Reporting

Standards (“NZ IFRS”) and other applicable

Financial Reporting Standards, as

appropriate for for-profit entities. The

consolidated financial statements also

comply with International Financial

Reporting Standards (“IFRS”). The

consolidated financial statements have

also been prepared in accordance with

Part 7 of the Financial Markets Conduct

Act 2013 and the NZX Listing Rules.

The principal accounting policies

adopted in the preparation of the

financial statements are either set out

below, or in the relevant note. These

policies have been consistently applied to

all the years presented, unless otherwise

stated. These consolidated financial

statements are presented for the Group

and were approved for issue by the Board

of Directors on 21 February 2018.

1.2.1 Basis of measurement

These financial statements have

been prepared under the historical

cost convention with the exception

of certain items for which specific

accounting policies are identified.

1.2.2 Comparatives

Certain prior period information has

been re-presented consistent with

current year disclosures to provide

more meaningful comparison.

1.2.3 Foreign currency translation

Functional and presentation currency

Items included in the financial statements

of each of the Group’s entities are

measured using the currency of the

primary economic environment in which

the entity operates (functional currency).

The consolidated financial statements

are presented in New Zealand dollars,

which is the Company’s functional and

the Group’s presentation currency, and

rounded to the nearest thousand, except

where otherwise stated.

1.2.4 Goods and Services Tax (‘GST’)

The income statement has been prepared

so that all components are stated exclusive

of GST. All items in the balance sheet

are stated net of GST, with exception

of receivables and payables, which

include GST invoiced. In the statement

of cash flows, receipts from customers

and payments to suppliers are shown

inclusive of GST.

1.3 SIGNIFICANT ACCOUNTING

ESTIMATES AND JUDGEMENTS

The preparation of the consolidated

financial statements requires the use

of certain significant judgements,

accounting estimates and assumptions,

including judgements, estimates and

assumptions concerning the future. The

estimates and assumptions are based on

historical experiences and other factors

that are considered to be relevant. The

resulting accounting estimates will by

definition, seldom equal the related

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.0 BASIS OF PREPARATION

Page 58Page 59
actual results and are reviewed on an

ongoing basis. A list of those areas of

significant estimation or judgement

and a reference to the notes containing

further information is provided below:

1.4 SIGNIFICANT CHANGES

1.4.1 Demerger from APN News &

Media Limited (now HT&E Limited)

and tax settlement in the prior year

The Company completed its demerger

from APN News & Media Limited

(subsequently rebranded as HT&E Limited

(“HT&E)) on 29 June 2016, marking the

creation of a standalone New Zealand

Group focused on the operation of

an integrated print, radio and digital

media and entertainment business. On

23 June 2016, the Company and HT&E

reached a binding heads of agreement

with the Inland Revenue Department

(“IRD”) to settle the Mandatory Convertible

Note transaction, the Branch financing

transaction, non-resident withholding

tax and thin capitalisation issues, and a

further matter that was under review by

the IRD. The demerger and tax settlement

had a significant impact on the audited

consolidated financial statements for

the year ended 31 December 2016 as

shown in the comparatives to these

consolidated financial statements. The

demerger and the tax settlement did

not have a material impact on the year

ended 31 December 2017. Detailed

notes regarding the demerger and the tax

settlement are included in the audited

consolidated financial statements for

the year ended 31 December 2016

available on the Company’s website.

Also refer to note 6.1 of these

consolidated financial statements.

1.4.2 Proposed Merger with Stuff Limited

On 7 September 2016 the Company

and Fairfax Media Limited (“Fairfax”)

announced the signing of a merger

implementation agreement to effect

the merger of the Company and Stuff

Limited,formerly Fairfax New Zealand

Limited, (“Stuff”).

The New Zealand Commerce Commission

(“NZCC”) declined to grant clearance or

authorisation for the proposed merger of

the Company with Stuff on 3 May 2017.

On 26 May 2017 the Company, Fairfax and

Stuff announced that they would appeal

the NZCC’s decision in the High Court.

A nine day hearing was held in October

2017 and on 19 December 2017 we

announced that the High Court has

upheld the NZCC’s decision not to clear

or authorise the proposed merger. The

Company, Fairfax and Stuff have now

applied for leave to appeal the High

Court decision upholding the NZCC’s

decision not to clear or authorise the

proposed merger of the two businesses.

Areas of significant accounting

estimates or judgements

Note

Impact of Performance Rights

on earnings per share

2.3

Determination of number of

reportable segments

2.4

Intangible assets with indefinite

useful lives

3.1

Assumptions used in testing

for impairment of indefinite

life intangible assets

3.1.1

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2017

$’000

2016

$’000

FROM CONTINUING OPERATIONS

Advertising revenue

279,095

295,141

Circulation and subscription revenue

83,263

86,782

Services revenue

12,542

12,206

Other revenue

1 5,78 8

13,727

Revenue from continuing operations 390,688

4 07,8 5 6

Dividends

128

141

Rental income from sub-leases

632

586

Profit / (loss) on disposal of properties and businesses

-

1,320

Profit / (loss) on disposal of property, plant and equipment

27

-

Other income787

2,047

Interest income – related parties

-

91

Interest income – other entities

139

202

Finance income139

293

Total finance and other income 926

2,340

Total revenue and other income 391,614

410,196

FROM DISCONTINUED OPERATIONS (REFER TO NOTE 6.1)

Total revenue and other income-

127,542

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2.0 GROUP PERFORMANCE

2.1 REVENUE AND OTHER INCOME

Accounting Policies

Revenue is measured at the fair value of consideration received or receivable. Amounts disclosed as

revenue are net of returns, rebates and taxes paid.

The Group recognises revenue when:

· the amount of revenue can be reliably measured;

· it is probable that the economic benefits will flow to the Group; and

· the criteria for revenue recognition has been satisfied.

Advertising revenue is recognised when the advertisement is published or broadcast, when the coupon

is sold, or over the period the advertisement is displayed.

Circulation and subscription revenue is recognised when the publication is purchased or on a straight-line

basis over the subscription period.

Services revenue is recognised by reference to the stage of completion of the transaction, when it can

be measured reliably. Services revenue includes printing and production and revenue generated by the

shared services centre.

Other revenue includes revenue from events, recycling of waste, distribution and digital design and is

recognised when the event occurs, the product is delivered or the goods are sold.

Page 60Page 61
2017

$’000

2016

$’000

FROM CONTINUING OPERATIONS

Employee benefits expense

157,350

161,610

Production and distribution expense

75,045

82,301

Selling and marketing expense

47,569

45,840

Rental and occupancy expense

21,986

23,711

Masthead license fees

-

12,216

Costs in relation to one-off projects

2,970

6,946

Redundancies and associated costs

4,314

6,009

Asset write-downs and business closures

275

-

Repairs and maintenance costs

6,973

6,166

Travel and entertainment costs

4 ,1 8 0

4,086

Other

12,177

14,668

Total expenses from operations before finance costs,

depreciation, amortisation

332,839

363,553

2017

$’000

2016

$’000

2.2.2 Depreciation & amortisation

FROM CONTINUING OPERATIONS

Depreciation

15,559

16,173

Amortisation

9,387

7,67 2

Total depreciation & amortisation24,946

23,845

2.2.3 Finance cost

FROM CONTINUING OPERATIONS

Interest and finance charges – related parties

-

2,765

Interest and finance charges – other entities

4,391

6,482

Borrowing cost amortisation

106

53

Total finance cost4,497

9,300

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2.2 EXPENSES

2.2.1 Expenses from operations before finance costs, depreciation, amortisation

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2017

$’000

2016

$’000

2.2.4 Fees paid to auditors

Fees paid to the Group’s auditors, PricewaterhouseCoopers, consist of:

Audit or review of financial statements

A

368

454

Other services

Other assurance services

B

51

6

Tax services

C

109

1,057

Other services

D

125

1,231

Total other services285

2,294

Total fees paid to auditors653

2,748

(A) Includes the fee for both the audit of the annual financial statements and the independent review of the interim financial statements.

(B) Includes regulatory and other assurance services, including New Zealand circulations and payroll assurance. (C) Includes services relating

to transactional advice, tax compliance services, tax pooling services (2016 only) and services relating to the IRD settlement (2016 only).

(D) Includes due diligence and advisory services relating to the proposed merger with Stuff Limited of $124,941 (2016: $1,224,179).

Page 62Page 63
2.3 EARNINGS PER SHARE

2017

$’000

2016

$’000

RECONCILIATION OF EARNINGS USED IN CALCULATING BASIC / DILUTED

EARNINGS PER SHARE (“EPS”)

Profit / (Loss) from continuing operations attributable to owners of the parent entity

20,885

(54,884)

Profit from discontinuing operations attributable to owners of the parent entity

-

115,502

Profit / (Loss) attributable to owners of the parent entity used in calculating EPS20,885

60,618

2017

NUMBER

2016

NUMBER

WEIGHTED AVERAGE NUMBER OF SHARES

Weighted average number of shares in the denominator in calculating basic EPS

196,011,282

196,011,282

Adjusted for calculation of diluted EPS

-

-

Weighted average number of shares in the denominator in calculating diluted EPS 196,011,282

196,011,282

2017

CENTS

2016

CENTS

BASIC / DILUTED EARNINGS PER SHARE

From continuing operations attributable to owners of the parent entity

1 0.7

(28.0)

From discontinuing operations attributable to owners of the parent entity

-

58.9

Total basic / diluted earnings per share attributable to owners of the parent entity1 0.7

30.9

Significant Judgement

Under the Group’s Total Incentive Plan (“TIP”) as discussed in Note 4.3, Performance Rights were issued to

certain participating employees that, for the 2017 TIP, will at the discretion of the Board either convert into

fully paid ordinary shares or be settled in cash; and for the 2016 TIP, will convert into fully paid ordinary

shares. Under the TIP, where Performance Rights are settled in shares, the Company would either repurchase

those shares from the market or issue new shares. Any new shares issued would have a dilutive effect on

the Earnings Per Share calculations noted below. It is currently the intention of the Company to either

repurchase shares from the market or settle the rights in cash and not to issue new shares.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Accounting policies

Basic earnings per share (from continuing operations)

Basic earnings per share is determined by dividing:

· the profit or loss attributable to owners of the Company; by

· the weighted average number of ordinary shares outstanding during the financial year, adjusted

for bonus elements in ordinary shares issued during the financial year.

Diluted earnings per share (from continuing operations)

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share by

taking into account:

· the after-tax effect of dividends, interest and other changes in income or expense associated with

dilutive potential ordinary shares; and

· the weighted average number of additional ordinary shares that would have been outstanding

assuming the conversion of all dilutive potential ordinary shares.

(Note that there are no dilutive potential ordinary shares in 2017 (2016: nil)).

Basic / dilutive earnings per share (from discontinued operations)

Basic / dilutive earnings per share (from discontinued operations) are calculated on the same basis as

the policies described above, except that net profit or loss attributable to the owners of the Company

is replaced with profit or loss from discontinued operations attributable to the owners of the Company.

Significant Judgement

The Group has one reportable segment – being “Integrated Media and Entertainment”. All significant

operating decisions are based upon analysis of NZME as one operating segment. The Executive Team

and the Board of Directors have been identified as the Chief Operating Decision Maker. The Group’s major

products and services are split by channel only at the revenue level into Print, Radio & Experiential and

Digital & e-Commerce which is the way in which revenue is reported to the Chief Operating Decision

Maker. Although the Group operates in many different markets within New Zealand, for management

reporting purposes the Group operates in one principle geographical area being New Zealand as a whole.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2.4 SEGMENT INFORMATION

2.4.1 Determination and description of segments

Integrated Media and Entertainment incorporates the sale of advertising, goods and services generated from

the audiences attached to the Group’s media platforms.

Page 64Page 65
2017

$’000

2016

$’000

REVENUES FROM EXTERNAL CUSTOMERS BY CHANNEL

Print

221,319

239,127

Radio & Experiential

110,071

114,849

Digital & e-Commerce

56,327

52,153

Segment revenue from integrated media and entertainment activities387,717

406,129

Revenue from shared service centre

2,971

1,727

Total revenues from external customers390,688

4 07,8 5 6

Dividend income

128

141

Rental income from sub-leases

632

586

Expenses from operations before finance costs, depreciation,

amortisation and exceptional items

(325,280)

(338,382)

Total Segment Adjusted EBITDA

A

6 6 ,1 6 8

70,201

Depreciation and amortisation

(24,946)

(23,845)

Interest income

139

293

Finance cost

(4,497)

(9,300)

EXCEPTIONAL ITEMS

Gain / (loss) on disposal of properties and businesses

B

(248)

1,320

Masthead royalty charges

C

-

(12,216)

Redundancies and associated costs

D

(4,314)

(6,009)

Costs in relation to one off projects

E

(2,970)

(6,946)

Profit / (Loss) before tax from continuing operations29,332

13,498

2.4.2 Segment revenues and results

The segment information provided to the Directors and Executive Team for the year ended 31 December 2017

is as follows:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(A) Adjusted Earnings before Interest, Tax, Depreciation and Amortisation (“Adjusted EBITDA”) from continuing operations which excludes exceptional

items, is a non-GAAP measure that represents the Group’s total segment result which is regularly monitored by the Chief Operating Decision Maker.

Exceptional items are those gains, losses, income and expense items that are not directly related to the primary business activities of the Group

which are determined in accordance with the NZME Exceptional Items Recognition Framework adopted by the Audit & Risk Committee. Exceptional

items include redundancies, impairment, one-off projects and the disposal of properties or businesses. These items are excluded from the segment

result that is regularly reviewed by the Chief Operating Decision Maker. (B) Gain / (loss) on disposal of properties and businesses is the loss on sale of

land in Ouruhia and Greymouth in 2017 and the gain on sale of the Wairarapa Times Age, Whakatane News offset by loss on sale of property in Nelson

in 2016. (C) Costs charged from a subsidiary company of HT&E for use of NZ publishing mastheads in 2016. On 24 June 2016, the Group acquired

certain NZ publishing mastheads on normal commercial terms from this subsidiary company of HT&E. As a result, masthead royalty charges have not

been incurred by the Group from 24 June 2016 onwards. (D) The redundancies and associated costs relate to the restructuring and integration of the

New Zealand operations. (E) The costs related to one off projects refers primarily to costs of external consultants assisting with the proposed merger

with Stuff and the continuing integration and co-location of NZME. In 2016 this also included costs relating to listing.

As the Group has one operating segment, the assets and liabilities as reported on the consolidated balance sheet

are also the segment assets and liabilities, and the income tax expense in the consolidated income statement is

also the segment income tax.

GOODWILL

$’000

SOFTWARE

$’000

MASTHEAD

BRANDS

$’000

RADIO

LICENCES

$’000

BRANDS

$’000

TOTAL

$’000

AS AT 1 JANUARY 2016

Cost177,00646,587-479,49259,079

762,164

Accumulated amortisation

and impairment

(95,614)(35,316)-(34,134)-

(165,064)

Net book value

81,39211,271-445,35859,079

597,100

FOR THE YEAR ENDED 31 DECEMBER 2016

Opening net book amount81,39211,271-445,35859,079

597,100

Additions

A

-4,286146,976--

151,262

Divestment of subsidiaries

and operations

B

(10,804)--(390,454)-

(401,258)

Amortisation-(4,721)-(3,422)-

(8,143)

Foreign exchange differences19534-(9,414)-

(9,185)

Net book value

70,78310,870146,97642,06859,079

329,776

AS AT 31 DECEMBER 2016

Cost166,39749,309146,9767 7,4 5759,079

499,218

Accumulated amortisation

and impairment

(95,614)(38,439)-(35,389)-

(169,442)

Net book value

70,78310,870146,97642,06859,079

329,776

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3.0 OPERATING ASSETS & LIABILITIES

3.1 INTANGIBLE ASSETS

Significant Judgement

The Directors have determined that Masthead Brands and Brands have indefinite lives and are therefore

not amortised. Refer to the accounting policies below for further information.

Page 66Page 67
GOODWILL

$’000

SOFTWARE

$’000

MASTHEAD

BRANDS

$’000

RADIO

LICENCES

$’000

BRANDS

$’000

TOTAL

$’000

FOR THE YEAR ENDED 31 DECEMBER 2017

Opening net book amount70,78310,870146,97642,06859,079

329,776

Additions-1,932-90-

2,022

Amortisation-(6,434)-(2,953)-

(9,387)

Transfers and other adjustments

C

-8,142---

8,142

Net book value

70,78314,510146,97639,20559,079

330,553

AS AT 31 DECEMBER 2017

Cost166,39759,384146,9767 7, 54759,079

509,383

Accumulated amortisation

and impairment

(95,614)(44,874 )-(38,342)-

(178,830)

Net book value

70,78314,510146,97639,20559,079

330,553

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(A) Prior to the implementation of the demerger, the Group acquired certain NZ publishing Masthead Brands on normal commercial terms from

a subsidiary company of APN News & Media Limited (now HT&E Limited (“HT&E”)). These Masthead Brands were purchased for consideration

of $146,976,000 together with a termination amount in regard to the masthead license of $2,065,575, which was incurred as the Group early

terminated the masthead licences agreement with HT&E. (B) The Company completed its demerger from HT&E on 29 June 2016. Refer to Note 6.1 and

the Consolidated Financial Statements for the year ended 31 December 2016 (available on the Company’s website) for further details around assets

disposed and acquired as part of the Internal Restructure. (C) Included in plant and equipment is capitalised work in progress which is transferred to

the relevant asset category (including software) once the project is complete (refer to note 3.2). Transfers and other adjustments primarily comprise

of transfers from work in progress during the year.

Accounting policies

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share

of the net identifiable assets of the acquired business at the date of the acquisition. Goodwill is not

amortised but rather is subject to periodic impairment testing.

Software

Costs incurred in developing systems, acquiring software and licences are capitalised to software. Costs

capitalised include materials, services, payroll and payroll related costs of employees involved in development.

Amortisation is calculated on a straight line basis over the useful life of the asset (typically 3 to 10 years).

Radio licences

Commercial radio licences are accounted for as identifiable assets and are initially recognised at cost.

The current New Zealand radio licences expire on 31 March 2031 and are being amortised on a straight

line basis to that date.

Masthead Brands

Masthead Brands, being the titles, logo’s and similar items of the integrated media assets of the Group

are accounted for as identifiable assets and are initially recognised at cost. The Directors believe the

masthead brands have indefinite lives as there is no foreseeable limit over which they are expected

to generate net cash inflows for the Group. Accordingly, Masthead Brands are not amortised but are

tested for impairment each year (refer to note 3.1.1 below).

Brands

Brands are accounted for as identifiable assets and are initially recognised at cost. The Directors have

considered the geographic location, legal, technical and other commercial factors likely to impact the

assets’ useful lives and consider that they have indefinite lives. Accordingly, Brands are not amortised

but are tested for impairment each year (refer to note 3.1.1 below).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3.1.1 Year-end impairment review

Significant Judgement

As disclosed in note 2.4 the Directors have determined that the Group has one reportable segment –

being “Integrated Media and Entertainment”. The Directors have also determined that this is the only

cash generating unit (“CGU”) for impairment testing because this is the lowest level for which there

are separately identifiable cash inflows which are largely independent of the cash inflows from other

assets or groups of assets. Accordingly all goodwill and intangibles with indefinite useful lives are

allocated to one CGU. This note also includes details of certain key estimates and assumptions made

during the impairment testing calculations.

A comprehensive impairment review was conducted at 31 December 2017. The recoverable amount of the CGU

(which includes goodwill and indefinite life intangible assets) is determined based on the higher of fair value less

costs to sell and value in use calculations using management budgets and forecasts. The recoverable amount of

the CGU is compared against the carrying value of the CGU to determine whether there has been an impairment.

Key estimates and assumptions

Year 1 cash flows:

Based on Board approved annual budget.

Years 2 to 5 cash flows

Revenue forecasts are prepared based on management’s current expectations, with consideration

given to internal information and relevant external industry data and analysis. In particular:

· Print revenues are forecast to decline in line with recent experience and industry trends.

· Digital revenues are forecast to grow based on recent experience and industry trends and

include cash flow assumptions for new digital ventures being launched in 2018.

· Radio and experiential revenues are forecast to grow based on management expectations

of performance as a result of investment in key initiatives.

Expenses are forecast based on management expectations, with consideration given to internal

information and relevant external data.

2017

Post-tax

discount rate

2017

Long-term

growth rate

2016

Post-tax

discount rate

2016

Long-term

growth rate

Integrated Media and Entertainment CGU

9.5%0%

9.5%0%

3.1.2 Impact of reasonably possible

change in key assumptions

The forecasts used in impairment testing

require assumptions and judgements

about the future, such as discount rates,

long term growth rates, forecasted print

and digital revenues, to which the model

is sensitive and which are inherently

uncertain. Given these uncertainties,

the Group has adopted a valuation

approach based on scenario analysis

for those scenarios that it considers to

be reasonably likely to occur. Based on

all available information, the directors do

not consider there to be any reasonably

possible change in the key assumptions

that would cause impairment. Accordingly,

based on the annual impairment assessment

performed, there is no impairment.

Page 68Page 69
Accounting policies

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and

are tested annually for impairment and whenever there is an indication that they may be impaired.

Intangible assets that are subject to amortisation are tested for impairment whenever events or changes

in circumstances indicate that the carrying amount may exceed its recoverable amount. An impairment

charge is recognised for the amount by which the asset’s carrying amount exceeds its recoverable

amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are

separately identifiable cash inflows which are largely independent of the cash inflows from other assets

or groups of assets (cash-generating units). Currently, the group has only one CGU, being Integrated

Media and Entertainment. Non-financial intangible assets, other than goodwill, that suffer impairment

are reviewed for possible reversal of the impairment at each reporting date.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FREEHOLD

LAND

B

$’000

BUILDINGS

B

$’000

PLANT AND

EQUIPMENT

C

$’000

TOTAL

$’000

AS AT 1 JANUARY 2016

Cost or fair value2,990480404,483

407,953

Accumulated depreciation and impairment--(308,737)

(308,737)

Net book amount

2,9904809 5,746

99,216

YEAR ENDED 31 DECEMBER 2016

Opening net book amount2,9904809 5,746

99,216

Additions-1,57610,160

11,73 6

Disposals(752)(98)(172)

(1,022)

Divestment of subsidiaries and operations

A

(1,133)(714)(14,928)

(16,775)

Depreciation-(2,217)(15,832)

(18,049)

Transfers and other adjustments

C

30213,335(12,701)

936

Foreign exchange differences(26)(17)(322)

(365)

Net book amount

1,38112,34561,951

75,677

(Footnotes on the next page)

3.2 PROPERTY, PLANT AND EQUIPMENT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FREEHOLD

LAND

B

$’000

BUILDINGS

B

$’000

PLANT AND

EQUIPMENT

C

$’000

TOTAL

$’000

AS AT 31 DECEMBER 2016

Cost or fair value1,38114,562336,730

352,673

Accumulated depreciation and impairment-(2,217)(274,779)

(276,996)

Net book amount

1,38112,34561,951

75,677

YEAR ENDED 31 DECEMBER 2017

Opening net book amount1,38112,34561,951

75,677

Additions-27312,759

13,032

Disposals(216)(8)(60)

(284)

Depreciation-(2,302)(13,257)

(15,559)

Transfers and other adjustments

C

-(29)(8,112)

(8,141)

Net book amount

1,16510,27953,281

64,725

AS AT 31 DECEMBER 2017

Cost or fair value1,16514,764338,715

354,644

Accumulated depreciation and impairment-(4,485)(285,434)

(289,919)

Net book amount

1,16510,27953,281

64,725

(A) The Company completed its demerger from APN News & Media Limited (now HT&E Limited (“HT&E”)) on 29 June 2016. Refer to Note 6.1 and the

Consolidated Financial Statements for the year ended 31 December 2016 (available on the Company’s website) for further details around assets

disposed and acquired as part of the Internal Restructure. (B) Freehold land and buildings include leasehold improvements with a net book value of

$9,901,993 (2016: $11,942,062) carried at cost. All other freehold land and buildings are held at fair value based on independent valuations. If land

and buildings were stated on the historical cost basis, the net book value of land would have been $442,270 (2016: $658,270) and the net book

value of buildings would have been $336,973 (2016: $347,504). The last revaluation was performed for the year ended 31 December 2015.

(C) Included in plant and equipment is capitalised work in progress with a net book value of $8,149,802 (2016: $7,285,650) which is transferred to

the relevant asset category (including software) once the project is complete. Transfers and other adjustments primarily comprise of transfers from

work in progress during the year. Work in progress is not depreciated until the asset is completed.

Page 70Page 71
Accounting policies

Land is not depreciated. Depreciation on other assets is calculated using the straight line method to allocate

their cost or revalued amounts, net of their residual values, over their estimated useful lives, as follows:

The assets’ residual values and useful lives are reviewed and adjusted, if appropriate, at each balance

sheet date. Gains and losses on disposals are determined by comparing proceeds with carrying amount

and are included in the income statement.

Land and buildings (excluding leasehold improvements) are recorded at fair value, based on periodic

valuations (at least every 3 years) by external independent valuers, less subsequent depreciation for

buildings. Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying

amount of the asset and the net amount is restated to the revalued amount of the asset. Increases in

the carrying amounts arising on revaluation of land and buildings are credited to revaluation reserves in

equity. To the extent that the increase reverses a decrease previously recognised in the income statement,

the increase is first recognised in the income statement. Decreases that reverse previous increases of

the same asset are first charged against the revaluation reserves directly in equity to the extent of the

remaining reserve attributable to the asset. All other decreases are charged to the income statement.

Plant and equipment, furniture and fittings and motor vehicles are stated at historical cost less depreciation.

Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent

costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only

when it is probable that future economic benefits associated with the item will flow to the Group and

the cost of the item can be reliably measured. All other repairs and maintenance are charged to the

income statement during the financial period in which they are incurred.

Impairment of assets

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying

amount is greater than its estimated recoverable amount. Assets that are subject to depreciation are

tested for impairment whenever changes in circumstances indicate that the asset’s carrying amount

may exceed its recoverable amount. An impairment charge is recognised for the amount by which the

asset’s carrying amount exceeds its recoverable amount. Assets that suffer an impairment are reviewed

for possible reversal of the impairment at each reporting date.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Furniture and fittings3 to 25 years

Buildings10 to 25 years

Leasehold improvements3 to 25 years

Motor vehicles5 to 10 years

Plant & equipment3 to 25 years

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2017

$’000

2016

$’000

Trade receivables

44,811

45,043

Provision for impairment

(592)

(1,042)

44,219

44,001

Amounts due from related companies (note 7.1.2)

1,028

750

Other receivables and prepayments

10,076

8,880

Total current trade and other receivables55,323

53,631

Movements in the provision for impairment are as follows:

Balance at beginning of the year

1,042

2,146

Provision for impairment expense

430

596

Receivables written off

(880)

(1,700)

Provision for impairment592

1,042

3.3 TRADE AND OTHER RECEIVABLES

3.3.1 Classification

Trade receivables are amounts due from customers

for goods sold or services performed in the ordinary

course of business. Receivables and other financial

assets are classified as subsequently measured at

amortised cost on the basis of both the Group’s

business model for managing the financial assets

and the contractual cash flow characteristics of the

financial asset. If collection of the amounts is expected

in one year or less they are classified as current assets.

3.3.2 Fair values of trade and other receivables

Due to the short-term nature of the current receivables,

their carrying amount is considered to be the same as

their fair value.

3.3.3 Impairment and risk exposure

The maximum exposure to credit risk at the reporting

date is the higher of the carrying value and fair value

of each receivable. The Group does not hold any

collateral as security. Refer to note 4.8.3 for credit risk

and note 4.9 for fair value information.

Accounting policies

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost

using the effective interest method, less provision for impairment.

Receivables are monitored on an individual basis and the company considers the probability of default

upon initial recognition of the receivable and throughout the period and provides for receivables

expected to be impaired. The amount of loss is recognised in the income statement within other

expenses. When a trade receivable is uncollectible, it is written off against the provision account for

trade receivables. Subsequent recoveries of amounts previously written off are credited against other

income in the income statement.

Page 72Page 73
2017

$’000

2016

$’000

CURRENT PAYABLES

Lease liability

A

833

833

Amounts due to related companies (note 7.1.2)

1,194

2,654

Employee entitlements

7, 2 1 1

7,1 04

Trade payables and accruals

4 7,6 5 6

55,788

Total current trade and other payables56,894

66,379

NON-CURRENT PAYABLE

Lease liability

A

13,565

13,423

Total non-current trade and other payables13,565

13,423

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3.4 TRADE AND OTHER PAYABLES

(A) Lease liability includes lease incentives received on operating leases.

Refer to note 4.8 for information regarding risk exposure, note 4.9 for further fair value considerations and note

4.6 for lease commitments.

Accounting policies

Trade and other payables

Trade payables, including accruals not yet billed, are recognised when the Group becomes obliged

to make future payments as a result of a purchase of assets or services. Trade payables are carried

at amortised cost which is the fair value of the consideration to be paid in the future for goods and

services received. Trade payables are unsecured and are generally settled within 30 to 45 days.

Leases

Finance leases are leases of property, plant and equipment where the Group, as lessee, has substantially

all the risk and rewards of ownership. Finance leases are capitalised at the lease’s inception at the

lower of the fair value of the leased property and the present value of the minimum lease payments. A

corresponding liability is also established and each lease payment is allocated between the liability and

finance charges. The interest element is charged to the income statement over the period of the lease.

Leased assets are amortised on a straight line basis over the term of the lease, or where it is likely that

the Group will obtain ownership of the asset, the life of the asset. Leased assets held at balance date are

amortised over the shorter of the estimated useful life or the lease term. The Group does not currently

have any material finance leases.

Operating leases are other leases under which all the risks and benefits of ownership are effectively

retained by the lessor. Operating lease payments, excluding contingent payments are charged to the

income statement on a straight line basis over the period of the lease, net of lease incentives, which

are classified as payables and amortised over the life of the associated lease.

Lease incentives are presented as part of the lease liabilities and are recognised in the income statement

on a straight line basis over the lease term.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Employee entitlements

Wages and salaries and annual leave

Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be wholly

settled within 12 months from the reporting date are recognised in payables and accruals in respect of

employees’ services up to the reporting date and are measured at the amounts expected to be paid

when the liabilities are settled. Amounts to be settled more than 12 months after the reporting date are

recognised as a non-current payable. Liabilities for non-accumulating sick leave are recognised when

the leave is taken and measured at the rates paid or payable.

Short-term incentive plans

A liability for short-term incentives is recognised in trade payables when there is an expectation of

settlement and at least one of the following conditions is met:

· there are contracted terms in the plan for determining the amount of the benefit;

· the amounts to be paid are determined before the time of completion of the financial statements; or

· past practice gives clear evidence of the amount of the obligation.

Liabilities for short-term incentives are expected to be settled within 12 months and are recognised at

the amounts expected to be paid when they are settled.

Refer to note 4.3 for disclosures relating to share based payments and note 7.1.1 for key management compensation.

2017

$’000

2016

$’000

AS AT 31 DECEMBER

Total assets

468,085

483,540

Less intangible assets

(330,553)

(329,776)

Less total liabilities

(179,053)

(197,981)

Net tangible assets(41,521)

(44,217)

Number of shares issued (in thousands)

196,011

196,011

Net tangible assets per share($0.21)

($0.23)

3.5 NET TANGIBLE ASSETS

Net tangible assets per share is a non-GAAP measure that is required to be disclosed by the NZX Listing Rules.

The calculation of the Group’s net tangible assets per share and its reconciliation to the consolidated balance

sheet is presented below:

Page 75Page 74
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4.0 CAPITAL MANAGEMENT

AUTHORISED, ISSUED

AND PAID UP SHARE CAPITAL

2017

NUMBER

‘000

2016

NUMBER

‘000

2017

$’000

2016

$’000

Balance at the beginning of the period

196,011

378,550

360,363

360,363

Shares consolidated as part of the demerger

A

-

(182,539)

-

-

Balance at the end of the period196,011

196,011

360,363

360,363

4.1 SHARE CAPITAL

4.2 RESERVES

(A) On demerger, NZME shares were distributed to eligible APN News & Media Limited (now HT&E Limited (“HT&E”)) shareholders at a ratio of one

NZME share for every one HT&E share. Also refer to note 6.1 and the Consolidated Financial Statements for the year ended 31 December 2016

(available on the Company’s website) for further details on the demerger.

Accounting policies

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares

or options are shown in equity as a deduction, net of tax, from the proceeds.

2017

$’000

2016

$’000

SHARE BASED PAYMENTS RESERVE

Balance at the beginning of the year

144

-

Share based payment expense

1,225

144

Balance at end of the year1,369

144

ASSET REVALUATION RESERVE

Balance at beginning of the year

722

1,186

Transfer to retained earnings due to asset disposals and discontinued operations

-

(464)

Balance at end of year722

722

FOREIGN CURRENCY TRANSLATION RESERVE

Balance at beginning of the year

309

(44,537)

Foreign exchange transfers

-

44,844

Net exchange difference on translation of foreign operations

(15)

2

Total movement for the year

(15)

44,846

Balance at end of year294

309

TRANSACTIONS WITH NON-CONTROLLING INTERESTS RESERVE

Balance at beginning of the year

(6,373)

8,359

Transfer to retained earnings

6,373

(14,732)

Balance at end of year-

(6,373)

Total reserves2,385

(5,198)

20172016

AVERAGE PRICE

PER RIGHT

(CENTS)

NUMBER OF

RIGHTS

AVERAGE PRICE

PER RIGHT

(CENTS)

NUMBER OF

RIGHTS

As at 1 January

0.58745,301

--

Granted (2016 TIP)

A

0.58 70,236

0.58745,301

Granted (2017 TIP)

0.901,933,927

--

Forfeited

B

0.58(101,820)

--

Exercised

--

--

As at 31 December0.812,647,644

0.58745,301

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4.2.1 Nature and purpose of reserves

Share based payments reserve

The share based payments reserve is used to recognise

the fair value of the performance rights issued but not

yet vested as described in note 4.3.

Asset revaluation reserve

The asset revaluation reserve is used to record increments

and decrements on the revaluation of non-current assets,

as described in note 3.2. In the event of the sale of an asset,

the revaluation surplus is transferred to retained earnings.

Foreign currency translation reserve

Exchange differences arising on translation of any foreign

controlled entities are taken to the foreign currency

translation reserve, as described in the basis of preparation.

Transactions with non-controlling interests reserve

Following the demerger, there is no non-controlling interest

in any of the Group’s subsidiaries and the remaining

balance at the beginning of the year relates to historical

transactions with minority interests in entities that are

still part of the Group. Given that there are no non-

controlling interests in any of the Group entities, the

remaining balance has been transferred to another

category of equity; retained earnings.

PERFORMANCE RIGHTS

GRANT DATEVESTING DATEVALUE OF RIGHT

AT GRANT DATE

(CENTS)

2017

$’000

2016

$’000

20 December 201631 Dec 2017 0.58

414

432

25 September 201731 Dec 20180.90

1,741

-

As at 31 December2,155

432

Share based payment expense recognised

in the current period (refer to note 4.2)

1,225

144

2017

2016

Weighted average remaining time until rights outstanding at the end of

the period vest

12 months

12 months

Weighted average remaining time until rights outstanding at the end of

the period automatically converts to ordinary shares

34 months

36 months

(A) Included in the number of rights granted for the year ended 31 December 2017 are 70,236 rights granted at a price of $0.58 per right relating to

the 2016 TIP based on the final number of rights approved by the Board in March 2017. Under the 2016 Plan, the participants will be entitled to

additional shares (not reflected in the rights above) when the rights are exercised (on 31 December 2019) for any dividends foregone during the

period 1 January 2017 to 31 December 2019. For dividends declared during the period 1 January 2017 to 31 December 2017, this will result in an

additional 96,862 shares being issued to the participants. (B) Two participants in the 2016 TIP departed prior to the completion of the Service

Period and forfeited their rights under the 2016 TIP.

4.3 SHARE BASED PAYMENTS

Share rights outstanding at the end of the year have the following expiry date and fair value at grant date:

Page 77Page 76
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4.3.1 Background

Total incentive plan (“TIP”)

The TIP is designed to align the reward outcomes with

the shareholders’ interest and to support the achievement

of the Group’s business strategy and was approved by

the Board on 20 December 2016. Under the TIP, and at

the absolute discretion of the Board, the CEO and other

executive key management personnel are eligible to

participate in the TIP. Eligible participants have a target

award opportunity, which varies between 50% and 100%

of fixed remuneration, depending on the participant’s

role and responsibilities. A new TIP opportunity will be

offered at the commencement of each financial year.

The award is dependent on performance over a one year

period (“performance period”) and there is no opportunity

for retesting. Performance is formally evaluated after

the date that the full year financial performance is

announced to the market.

4.3.2 2017 TIP

Performance measures

Financial performance conditions (50%):

Performance

will be measured against earnings before interest,

tax, depreciation and amortisation (“EBITDA”). This

portion is determined based on actual EBITDA against

budgeted EBITDA on the following scale:

Business Unit Goals (25%):This portion is determined

based on actual achievement against Business Unit

(“BU”) Goals on the following scale:

Individual performance conditions (25%): This portion is

determined against individual performance conditions,

as determined for each participant. The TIP award is

earned if all of the individual performance conditions

% of EBITDA% of target

opportunity awarded

< 95%0%

> 95% to 100%Pro-rata vesting between

25% and 100%

> 100% to 110%Pro-rata vesting between

100% and 150%

% of BU Goal

achieved

% of target

opportunity awarded

< 95%25%

> 95% to 100%Pro-rata vesting between

25% and 100%

> 100% to 110%Pro-rata vesting between

100% and 150%

have been achieved, although the Board has discretion

to award less than a 100% of the target for partial

performance and more than a 100% of the target for

exceptional performance.

Awards under the TIP are granted to participants

following the assessment of performance. To the

extent that performance measures are met:

· 50% of awards are made in cash; and

· 50% of awards are granted in rights to acquire

fully paid ordinary shares in the Company for

$nil consideration (“Rights”).

The performance period for the 2017 awards is a twelve

month period which commenced on 1 January 2017.

Subject to remaining employed by the Company for

a further one year period following the performance

period (“service period”), rights will vest. The vested

rights cannot be exercised for a further two years

(“deferral period”). Vested rights will automatically

convert into ordinary shares for $nil consideration at

the end of the deferral period without the requirement

for the participant to exercise their Rights. At the

discretion of the Board, validly exercised rights may

be satisfied in cash, rather than in shares. Participants

are not entitled to receive any dividends for the rights

they hold, but the Board may, at its sole discretion,

allocate shares or make a cash payment to participants

equal to the value of dividends that were payable

whilst holding the unvested and/or vested rights.

The Company may reduce unvested equity awards

in certain circumstances such as gross misconduct,

material misstatement or fraud. The Board may also

reduce unvested awards to recover amounts where

performance that led to payments being awarded is

later determined to have been incorrectly measured

or not sustained. Awards are normally forfeited if the

participant leaves before the end of the performance

period, except in limited circumstances that are

approved by the Board on a case-by-case basis. If a

participant leaves during the service period, the rights

that will vest will be determined on a pro-rata basis

based on when they leave during the service period.

If a participant leaves during the deferral period, no

rights will be forfeited, but rights will still only convert

into ordinary shares at the end of the deferral period.

The fair value of the rights at grant date was estimated

based on the NZME share price as at 25 September

2017, being the date on which the terms, as approved

by the Board, were communicated to the eligible

participants. The number of rights awarded are based

on the Volume Weighted Average Price (“VWAP”) of

the Company’s shares for the first 5 trading days of

the Performance Period.

4.3.3 2016 TIP

Performance measures

Financial performance conditions (75%):

Performance

will be measured against earnings before interest,

tax, depreciation and amortisation (“EBITDA”). This

portion is determined based on actual EBITDA against

budgeted EBITDA on the following scale:

Non-financial performance conditions (25%):

Performance will be measured against specific

measures, as determined for each participant at

the commencement of the performance period.

Awards under the TIP are granted to participants

following the assessment of performance. To the

extent the performance measures are met:

· 50% of awards are made in cash; and

· 50% of awards are granted in rights to acquire

fully paid ordinary shares in the Company for

$nil consideration (“Rights”).

The performance period for the 2016 awards is a 6

month period which commenced on 1 July 2016. Going

forward, the performance period will be a 12 month

period commencing at the start of the financial year.

Subject to remaining employed by the Company for

a further one year period following the performance

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

% of EBITDA% of target opportunity

awarded

< 95%0%

> 95% to 100%Pro-rata vesting between

25% and 100%

> 100% to 110%Pro-rata vesting between

100% and 150%

Model inputs

The following is a summary of the key inputs in calculating the share-based payment expense under the 2017 TIP:

It is assumed that all participating employees will remain employed with the Company until the end of the Vesting Period.

Performance Period1 January 2017 to 31 December 2017

Service Period1 January 2018 to 31 December 2018

Vesting Period (being the Performance Period and the Service Period)1 January 2017 to 31 December 2018

Deferral Period1 January 2019 to 31 December 2020

Share price at grant date90 cents

VWAP59.4 cents

period (“service period”), rights will vest and will be

kept in trust for a further two years (“deferral period”).

Vested rights will automatically convert into ordinary

shares for $nil consideration at the end of the deferral

period without the requirement for the participant

to exercise their Rights. Participants will receive

an additional allocation of shares when rights are

exercised equal to the dividends paid on vested Rights

over the Vesting Period and the Deferral Period. The

Company may reduce unvested equity awards in

certain circumstances such as gross misconduct,

material misstatement or fraud. The Board may also

reduce unvested awards to recover amounts where

performance that led to payments being awarded is

later determined to have been incorrectly measured

or not sustained. Awards are normally forfeited if the

participant leaves before the end of the performance

period, except in limited circumstances that are approved

by the Board on a case-by-case basis. If a participant

leaves during the service period, the rights that will

vest will be determined on a pro-rata basis based

on when they leave during the service period. If a

participant leaves during the deferral period, no rights

will be forfeited, but rights will still only convert into

ordinary shares at the end of the deferral period.

The fair value of the rights at grant date was estimated

based on the NZME share price as at 20 December

2016, being the date on which the terms, as approved

by the Board, were communicated to the eligible

participants. The number of rights awarded are based

on the Volume Weighted Average Price (“VWAP”) of

the Company’s shares for the first 5 trading days of

the Performance Period.

Page 78Page 79
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Model inputs

The following is a summary of the key inputs in calculating the share-based payment expense under the 2016 TIP:

It is assumed that all participating employees will remain employed with the Company until the end of the Vesting Period.

Performance Period1 July 2016 to 31 December 2016

Service Period1 January 2017 to 31 December 2017

Vesting Period (being the Performance Period and the Service Period)1 July 2016 to 31 December 2017

Deferral Period1 January 2018 to 31 December 2019

Share price at grant date58 cents

VWAP70 cents

Accounting policies

Total incentive plan (TIP)

The fair value of rights granted under the TIP plan is recognised as an employee benefits expense

with a corresponding increase in equity over the vesting period, being the service period and the

deferral period. The fair value is measured at grant date and the number of rights are determined

using the volume weighted average price of NZME’s shares on the NZX over the first 5 trading days

of the performance period.

The fair value at grant date is determined taking into account the share price, any market performance

conditions and any non-vesting conditions, but excluding the impact of any service and non-market

performance vesting conditions.

Non-market vesting conditions are included in assumptions about the number of rights that are

expected to vest. At each reporting date, the Group revises its estimate of the number of rights that

are expected to become exercisable.

The employee benefits expense recognised each period takes into account the most recent estimate.

The impact of the revision to the original estimates, is recognised in profit or loss with a corresponding

adjustment to equity.

4.4 DIVIDENDS

4.4.1 Dividends paid

On 23 February 2017, the Board of Directors declared

a fully imputed final dividend for the year ended 31

December 2016 of 6 cents per share, paid on 28 April

2017 to registered shareholders as at 11 April 2017.

The Board of Directors also declared a supplementary

dividend of 1.06 cents per share, paid on 28 April 2017

to registered shareholders as at 11 April 2017, to those

shareholders who are not tax residents in New Zealand

and who hold less than 10% of the shares in the Company.

On 24 August 2017, the Board of Directors declared a

fully imputed interim dividend of 3.5 cents per share,

paid on 27 October 2017 to registered shareholders

as at 17 October 2017. The Board of Directors also

declared a supplementary dividend of 0.62 cents

per share, paid on 27 October 2017 to registered

shareholders as at 17 October 2017, to those shareholders

who are not tax residents in New Zealand and who

hold less than 10% of the shares in the Company. The

payment of a supplementary dividend effectively puts

non-resident shareholders in the position they would

have been had they received imputation credits (which

are only available to resident shareholders).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4.4.2 Dividends declared after balance date

On 21 February 2018, the Board of Directors declared

a fully imputed final dividend of 6 cents per share, to

be paid on 3 May 2018 to registered shareholders as

at 18 April 2018. The Board of Directors also declared

a supplementary dividend of 1.06 cents per share, to

be paid on 3 May 2018 to registered shareholders as

2017

‘000

2016

‘000

Imputation credits available for subsequent reporting periods based on the

New Zealand 28% tax rate for the Group

NZ$ 8,519NZ$4,739

Franking credits available to the Company for subsequent reporting periods

based on the Australia 30% tax rate for the Group

AU$ 0

A

AU$ 0

A

at 18 April 2018, to those shareholders who are not

tax residents in New Zealand and who hold less than

10% of the shares in the Company. The payment of a

supplementary dividend effectively puts non-resident

shareholders in the position they would have been

had they received imputation credits (which are only

available to resident shareholders).

4.4.3 Franking and imputation credits

(A) Although the Company does not have any franking credits available for use, other entities within the Group have AU$10,828,676

(2016:AU$10,828,676) available that might become available to the Company in future periods.

2017

$’000

2016

$’000

Non-current interest bearing liabilities

Bank loans – secured

100,000

112,486

Deduct:

Capitalised borrowing costs

(212)

(318)

Total non-current interest bearing liabilities99,78 8

112,168

NET DEBT

Non-current interest bearing liabilities

100,000

112,486

Capitalised borrowing costs

(212)

(318)

Cash and cash equivalents

(9,570)

(16,242)

Total debt less cash and cash equivalents90,218

95,926

4.5 INTEREST BEARING LIABILITIES

Page 80Page 81
Accounting policies

Borrowings are initially recognised at fair value less attributable transaction costs and subsequently

measured at amortised cost. Any difference between cost and redemption value is recognised in the

income statement over the period of the borrowing on an effective interest basis.

Costs incurred in connection with the arrangement of borrowings are deferred and amortised over

the period of the borrowing. These costs are netted off against the carrying value of borrowings in

the balance sheet.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2017

$’000

2016

$’000

Commitments for minimum lease payments in relation to rental commitments

contracted for at the reporting date and not recognised as liabilities, payable:

Not later than one year

16,389

16,406

Later than one year but not later than five years

48,973

52,307

Later than five years

62,185

71,856

Commitments not recognised in the financial statements127,547

140,569

4.6 COMMITMENTS

4.6.1 Lease commitments

The group leases certain premises under operating leases. The leases have varying terms, escalation clauses

and renewal rights. Excess space is sub-let to third parties under non-cancellable operating leases.

The change in the bank loans - secured balance for the

year ended 31 December 2017 of $12,486,375 is due to

proceeds from borrowings / repayments of borrowings

as reflected in the consolidated statement of cash flows.

The change in capitalised borrowing costs of $212,220

for the year ended 31 December 2017 is due to the

amortisation of those capitalised borrowing costs over

the period of the loan.

The Group is funded from a combination of its own cash

reserves and NZ$160 million bilateral bank loan facility,

which NZME entered into on 29 June 2016, of which

$100 million (2016: $112.5 million) is drawn and $60

million (2016: $47.5 million) is undrawn as at 31 December

2017. The facility expires on 1 January 2020.

The interest rate for the drawn facility is the applicable

bank screen rate plus credit margin.

The NZME Bilateral Facilities contain undertakings which

are customary for a facility of this nature including,

but not limited to, provision of information, negative

pledge and restrictions on priority indebtedness and

disposals of assets. The assets of the Group are

collateral for the interest bearing liability.

In addition, the Group must comply with financial

covenants (a net debt to EBITDA ratio and an EBITDA

to net interest expense ratio) for each 12 month period

ending on 30 June and 31 December. The Group has

complied with these covenants.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2017

$’000

2016

$’000

RECONCILIATION OF CASH

Cash at end of the year, as shown in the statements of cash flows, comprises:

Cash and cash equivalents9,570

16,242

RECONCILIATION OF NET CASH INFLOWS (OUTFLOWS) FROM OPERATING

ACTIVITIES TO PROFIT / (LOSS) FOR THE YEAR:

Profit / (loss) for the year

20,885

74,543

Depreciation and amortisation expense

24,946

26,193

Borrowing cost amortisation

106

53

Net loss on sale of non-current assets

216

9

Gain on sale of business after tax

-

(192,519)

Reclassification of foreign currency translation reserve

-

65,326

Change in current / deferred tax payable

2,837

41,289

Current tax funded through related party balances

-

(12,842)

Foreign exchange losses / (gains)

-

1,086

Asset write offs and business closure

-

15

Revaluation/impairment of financial assets

-

(2,245)

Change in fair value of financial instrument

-

31,481

Share based payment expense

1,225

144

Changes in assets and liabilities net of effect of acquisitions:

Trade and other receivables

(187)

51,104

Inventories

299

730

Prepayments

(1,505)

(306)

Trade and other payables and employee benefits

(9,367 )

(22,379)

Net cash inflows/(outflows) from operating activities39,455

61,682

4.7 CASH FLOW INFORMATION

Page 82Page 83
4.8 FINANCIAL RISK MANAGEMENT

4.8.1 Capital and Risk Management

The Group’s objectives when managing

capital are to:

· Safeguard their ability to continue

as a going concern, so that they

can continue to provide returns for

shareholders and benefits for other

stakeholders; and

· Maintain an optimal capital structure

to reduce the cost of capital.

In order to maintain or adjust the capital

structure, the Group may adjust the

amount of dividends paid to shareholders,

return capital to shareholders, issue new

shares or sell assets to reduce debt.

Refer to note 4.5 for undrawn facilities to

which the group has access to as well as

the net debt calculation that is used by

the group to capital requirements.

The Group’s activities expose it to a variety

of financial risks: market risk (including

interest rate risk, and price risk), credit

risk and liquidity risk. The Group’s overall

risk management programme focuses on

the unpredictability of financial markets

and seeks to minimise potential adverse

effects on the financial performance of

the Group. The Group uses different methods

to measure different types of risk to which

it is exposed. These methods include

sensitivity analysis in the case of interest

rate and ageing analysis for credit risk.

Financial risk management is carried out

by the Group Treasury function. The Group

Treasury function meet regularly with the

Group CFO to cover specific areas, such

as interest rate risk and credit risk, use

of derivative financial instruments and

non-derivative financial instruments, and

investment of excess liquidity. Due to

the Group’s limited operations in foreign

jurisdictions, the Group does not have a

significant foreign exchange exposure.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4.8.2 Market risk

(a) Cash flow and fair value interest rate risk

Long term borrowings issued at variable

rates expose the Group to cash flow

interest rate risk. Borrowings issued at

fixed interest rates expose the Group

to fair value interest rate risk. The Group

makes decisions regarding variable or

fixed rate debt as and when debt contracts

are entered into. Current interest bearing

debt is fixed for 30 days on a rolling basis.

Based on the outstanding net floating debt

at 31 December 2017, a change in interest

rates of +/-1% per annum with all other

variables being constant would impact post-

tax profit and equity by $1.0 million lower/

higher (2016: $1.1 million lower/higher).

(c) Price risk

The Group is not exposed to significant

price risk. There is some risk associated

with other financial assets however this

is not deemed to be significant as other

financial assets are categorised as level

3 in the fair value hierarchy and have been

impaired, where applicable, to the present

value of expected future cash flows.

4.8.3 Credit Risk

Credit risk is managed on a Group basis.

Credit risk arises from cash and cash

equivalents and deposits with banks

and financial institutions, as well as

credit exposures to wholesale and

retail customers, including outstanding

receivables and committed transactions.

For banks and financial institutions,

the creditworthiness is assessed prior

to entering into arrangements and

approved by the Board. For other

customers, risk control assesses the

credit quality, taking into account

financial position, past experience

and other factors. The utilisation of

credit limits is regularly monitored and

the Group does not normally obtain

collateral from its customers.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

PAST DUE

CURRENT

$’000

LESS

THAN ONE

MONTH

$’000

ONE TO

THREE

MONTHS

$’000

THREE

TO SIX

MONTHS

$’000

OVER SIX

MONTHS

$’000

TOTAL

$’000

2017

Expected loss rate0.0%0.6%4.6%13.7%37. 2 %

Trade Receivables30,30810,6011,9291,258715

44,811

Impaired receivables(65)(89)(172)(266)

(592)

30,30810,5361,8401,086449

44,219

2016

Expected loss rate0.0%0.7%6.5%47.8%62.0%

Trade Receivables23,8901 7,1 862,616619732

45,043

Impaired receivables(121)(171)(296)(454)

(1,042)

23,89017,0652,445323278

44,001

The table below sets out additional information about the credit quality of trade receivables net of the

provision for doubtful debts:

Trade receivables are generally settled within 30 to 45 days. The Directors consider the carrying amount of trade

receivables approximates their net fair value. Receivables are monitored on an individual basis and the company

considers the probability of default upon initial recognition of the receivable and throughout the period and

provides for receivables considered to be impaired.

As of 31 December 2017, trade receivables of $3,375,000 (2016: $3,046,000) were past due but not impaired.

The maximum exposure to credit risk at 31 December is equal to the carrying amount of cash and cash equivalents

and trade and other receivables. The Group is not exposed to any concentrations of credit risk within cash and

cash equivalents or trade and other receivables.

Credit risk further arises in relation to financial guarantees given to certain parties from time to time.

Page 84Page 85
4.8.4 Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability

of funding through an adequate amount of committed credit facilities and the ability to close out market

positions. Due to the dynamic nature of the underlying business, Group Treasury aims at maintaining flexibility

in funding by keeping committed credit lines available. Management monitors rolling forecasts of the Group’s

liquidity reserve on the basis of expected cash flows.

The tables below analyse the Group’s financial liabilities including interest to maturity into relevant maturity

groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts

disclosed in the tables are the contractual undiscounted cash flows.

LESS THAN

ONE YEAR

$’000

BETWEEN ONE

AND TWO YEARS

$’000

BETWEEN TWO

AND FIVE YEARS

$’000

OVER FIVE

YEARS

$’000

31 DECEMBER 2017

Trade payables47,6 5 6 - - -

Bank loans 4,0224,022104,022 -

Gross liability51,6784,022104,022 -

Less: interest(4,022)(4,022)(4,022)

Total financial liabilities

47,6 5 6 - 100,000 -

31 DECEMBER 2016

Trade payables 55,788 - - -

Bank loans 4,480 4,480 116,966 -

Gross liability 60,268 4,480 116,966 -

Less: interest (4,480) (4,480) (4,480)

Total financial liabilities

55,788 - 112,486 -

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4.9 FAIR VALUE MEASUREMENT

The Group measures and recognises the following

assets and liabilities at fair value on a recurring basis:

· Financial assets at fair value through profit or

loss (FVTPL);

· Land and buildings (excluding leasehold

improvements).

2017

$’000

2016

$’000

RECURRING FAIR VALUE MEASUREMENTS (LEVEL 3)

There are no financial assets carried at fair value. Other financial assets of $5,988,765

(2016: $5,988,765) are held at cost and therefore have been excluded from this table.

NON-FINANCIAL ASSETS

Freehold land and buildings

Freehold land

1,165

1,381

Buildings (excluding leasehold improvements)

377

403

Total non-financial assets1,542

1,784

4.9.2 Recognised fair value measurements

All fair value measurements referred to above are in Level 3 of the fair value hierarchy and there were no transfers

between levels. The Group’s policy is to recognise transfers between fair value hierarchy levels as at the end of

the reporting period.

4.9.3 Disclosed fair values

The Group also has a number of assets and liabilities

which are not measured at fair value but for which fair

values are disclosed in these notes.

The carrying amounts of trade receivables and

payables are assumed to approximate their fair

values due to their short-term nature. There are no

outstanding non-current receivables as at 31

December 2017 or 31 December 2016 (level 3).

The fair value of interest bearing liabilities disclosed

in note 4.5 is estimated by discounting the future

contractual cash flows at the current market interest

rates that are available to the group for similar financial

instruments. For the period ending 31 December 2017,

the borrowing rates were determined to be between

3.3% and 4% (2016: between 3.5% and 4%), depending

on the type of borrowing. The fair value of borrowings

approximates the carrying amount, as the impact of

discounting is not significant (level 2).

4.9.4 Valuation techniques used to derive at level

2 and 3 fair values

Recurring fair value measurements

The fair value of financial instruments that are not traded

in an active market is determined using valuation

techniques. These valuation techniques maximise the

use of observable market data where it is available and

rely as little as possible on entity specific estimates. If

all significant inputs required to fair value an instrument

are observable, the instrument is included in level 2.

If one or more of the significant inputs is not based on

observable market data, the instrument is included in level 3.

The Group obtains independent valuations at least

every three years for its freehold land and buildings

(classified as property, plant and equipment in note

3.2), less subsequent depreciation for buildings. This

is considered sufficient regularity to ensure that the

carrying amount does not differ materially from that

which would be determined using fair value at the

end of the reporting period. All resulting fair value

estimates for properties are included as Level 3.

4.9.1 Fair value hierarchy

NZ IFRS 13 requires disclosure of fair value measurements

by level of the following fair value measurement hierarchy:

· Level 1: quoted prices (unadjusted) in active

markets for identical assets or liabilities;

· Level 2: inputs other than quoted prices included

within level 1 that are observable for the asset or

liability, either directly or indirectly; and

· Level 3: inputs for the asset or liability that are not

based on observable market data (unobservable inputs).

Page 86Page 87
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5.0 TAXATION

2017

$’000

2016

$’000

REPORTED INCOME TAX EXPENSE / (BENEFIT) COMPRISES:

Current tax expense / (benefit)

10,529

70,791

Deferred tax expense / (benefit)

(1,972)

8,175

(Over) / under provision in prior years

(110)

(3,310)

Income tax expense8,447

75,656

Income tax is attributable to:

Profit from continuing operations

8,447

64,050

Profit from discontinued operations

-

11,606

Total income tax expense8,447

75,656

INCOME TAX EXPENSE DIFFERS FROM THE AMOUNT

PRIMA FACIE PAYABLE AS FOLLOWS:

Profit from operations before tax

From continuing operations

29,332

13,498

From discontinued operations

-

136,701

29,332

150,199

Prima facie income tax at 28%

8,213

42,056

IRD settlement

-

16,968

Non assessable asset sales and exempt distribution receipts

(27)

(275)

Non-deductible expenses

675

1,554

Derecognition of deferred tax on losses and foreign tax credits

-

62,035

Derecognition of deferred tax on intangible assets

-

(15,803)

Differences in international tax rates

(8)

(2)

Effects of accounting for discontinued operations

-

(26,498)

Other

(296)

(1,069)

(Over) / under provision in prior years

(110)

(3,310)

Income tax expense8,447

75,656

5.1 INCOME TAX

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

BALANCERECOGNISED

IN INCOME

$’000

RECOGNISED

IN EQUITY

$’000

OTHER

MOVEMENTS

$’000

BALANCE

$’000

2016

Tax credits1,890(1,887)--

3

Tax losses67,14 9(61,549)-(5,600)

-

Employee benefits2,987(1,554)--

1,433

Doubtful debts636(345)--

291

Accruals / restructuring705397--

1,102

Intangible assets (43,155)42,031595-

(529)

Property plant and

equipment

(8,860)3,490--

(5,370)

Other(11,383)11,242--

(141)

9,969(8,175)595(5,600)

(3,211)

2017

Tax credits3---

3

Employee benefits1,433765--

2,198

Doubtful debts291(126)--

165

Accruals / restructuring1,102(560)--

542

Intangible assets (529)37--

(492)

Property plant and

equipment

(5,370)1,720--

(3,650)

Other(141)136--

(5)

(3,211)1,972--

(1,239)

5.2 DEFERRED TAX

Deferred tax assets and liabilities are attributable to:

Page 88Page 89
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

There are unrecognised tax losses of $1,917,077 (AUD1,744,812) (2016: $1,811,935 (AUD1,744,812)) in an Australian

subsidiary of the Company which have not been recognised as there is uncertainty as to their future recoverability.

The deferred tax asset on these losses were not offset against the deferred tax liabilities of the rest of the Group

because they are levied by a different tax authority.

Accounting policies

The tax expense for the period comprises current and deferred tax. Tax is recognised in the income

statement, except to the extent that it relates to items recognised in other comprehensive income or

directly in equity. In this case the tax is also recognised in other comprehensive income or directly in

equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted

at the balance sheet date in the countries where the company and its subsidiaries operate and generate

taxable income. Management periodically evaluates positions taken in tax returns with respect to situations

in which applicable tax regulation is subject to interpretation. It establishes provision where appropriate

on the basis of amounts expected to be paid to the tax authorities.

Deferred tax is recognised, using the liability method, on temporary differences arising between the

tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.

However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill:

deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in

a transaction other than a business combination that at the time of the transaction affects neither

accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws)

that have been enacted or substantially enacted by the balance sheet date and are expected to apply

when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable

profit will be available against which the temporary differences can be utilised.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries and

associates, except for deferred income tax liability where the timing of the reversal of the temporary

difference is controlled by the Group and it is probable that the temporary difference will not reverse

in the foreseeable future.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset

current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities

relate to income taxes levied by the same taxation authority on either the same taxable entity or different

taxable entities where there is an intention to settle the balances on a net basis.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6.0 GROUP STRUCTURE AND INVESTMENTS IN OTHER ENTITIES

6.1 NZME DEMERGER FROM APN

On 11 May 2016, APN News & Media Limited (subsequently

rebranded as HT&E Limited (“HT&E)) then the ultimate

parent entity of the Company announced a demerger

of 100% of the Group to HT&E shareholders (“Demerger”),

subject to a majority shareholder vote held on 16 June

2016. The Demerger was approved by the requisite

majority of HT&E shareholders and all other conditions

precedent to the Demerger were satisfied or waived.

The Demerger was completed on 29 June 2016.

On 27 June 2016 the Company was listed as a separate

standalone entity on the NZX Main Board and ASX under

the ticker code NZM on a deferred settlement basis

(on a post consolidation basis). Trading of NZME shares

commenced on a normal settlement basis on 1 July 2016.

Detailed disclosures regarding the demerger (which affects

the comparative figures included in these consolidated

financial statements) are included in the audited

consolidated financial statements for the year ended

31 December 2016 available on the Company’s website.

Significant Judgement

Prior to the Demerger as described in note 6.1, the Group held 50% of the issued capital of Australia Radio

Network Pty Ltd, but exercised effective control over the entity based on the Board and management

representation and the 76.8% economic interest held by the Group.

6.2 CONTROLLED ENTITIES

The consolidated financial statements incorporate

the assets, liabilities and results of the subsidiaries

listed below. Unless otherwise stated, they have

share capital consisting solely of ordinary shares that

are held directly by the Group, and the proportion of

ownership interest held equals the voting rights held

by the Group. All entities are incorporated in, and

operate in, New Zealand unless otherwise stated.

There were no changes in control during the year

ended 31 December 2017.

Page 90Page 91
NAME OF ENTITY

2017

2016

Adhub Limited

100%

100%

ESKY Limited

100%

100%

Grabone Limited

100%

100%

Idea HQ Limited

100%

100%

Mt Maunganui Publishing Co Limited

100%

100%

NZME 2014 Limited

100%

100%

NZME Australia Pty Limited

A

100%

100%

NZME Digital Limited

100%

100%

NZME Educational Media Limited

100%

100%

NZME Finance Limited

100%

100%

NZME Holdings Limited

100%

100%

NZME Investments Limited

100%

100%

NZME Online Limited

100%

100%

NZME Print Limited

100%

100%

NZME Publishing Limited

100%

100%

NZME Radio Investments Limited

100%

100%

NZME Radio Limited

B

100%

100%

NZME Specialist Limited

100%

100%

NZME Trading Limited

100%

100%

Regional Publishers Limited

100%

100%

Sell Me Free Limited

100%

100%

Sella Limited

100%

100%

Stanley Newcomb & Co Limited

100%

100%

The Hive Online Limited

100%

100%

New Zealand Radio Network Limited

100%

100%

The Radio Bureau Limited

100%

100%

Trade Debts Collecting Co Limited

100%

100%

W & H Interactive Limited

100%

100%

(A) Incorporated in, and operates in, Australia. (B) One “Kiwi Share” held by the Minister of Finance. The rights and obligations are set out in the

NZME Radio constitution.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Accounting policies

The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its

involvement with the entity and has the ability to affect those returns through its power to direct the

activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the

Group. They are de-consolidated from the date that control ceases. The acquisition method of accounting is

used to account for business combinations by the Group, other than for common control transactions.

Intercompany transactions, balances and unrealised gains on transactions between Group companies

are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure

consistency with the policies adopted by the group. Non-controlling interests in the results and equity of

subsidiaries are shown separately in the consolidated income statement, statement of comprehensives

income, statement of changes in equity and balance sheet respectively.

Business combinations in which all of the combining entities or businesses ultimately controlled by the same

party or parties both before and after the combination are recognised as common control transactions.

The Group applies the predecessor values method, without any step up to fair value. The net assets

acquired, including goodwill, are incorporated in the Group financial statements at the book values as

per the consolidated financial statements of the highest entity that has common control. The difference

between any consideration given and the aggregate book value of net assets (at the date of the transaction)

of the acquired entity is recorded as an adjustment to equity. No additional goodwill is created.

The Group financial statements incorporate the acquired entity’s results only from the date of acquisition.

The corresponding amounts of the previous period are not restated

Page 92Page 93
OWNERSHIP

INTEREST

2017

OWNERSHIP

INTEREST

2016

Chinese New Zealand Herald Limited

A

50%

50%

Eveve New Zealand Limited

A

40%

40%

KPEX Limited

A

25%

25%

New Zealand Press Association Limited

A

38.82%

38.82%

Restaurant Hub Limited

A

40%

40%

The Beacon Printing & Publishing Company Limited

A

21%

21%

The Gisborne Herald Company Limited (held through Essex

Castle Limited as a trust company for NZME Publishing Limited)

A

49%

49%

The Radio Bureau

B

50%

50%

The Wairoa Star Limited

A

40.41%

40.41%

Ratebroker Limited

A

20%

20%

The Newspaper Publishers Association of New Zealand Incorporated

C

-

-

The New Zealand Press Council Incorporated

C

-

-

Radio Broadcasters Association Incorporated

C

-

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6.3 INTERESTS IN OTHER ENTITIES

6.3.1 Associates, joint ventures and joint operations

The Group has the following associates, joint ventures and joint operations:

(A) These entities are classified as joint ventures or associates. Because the effects of equity accounting are immaterial, these investments are

carried at cost (refer note 6.3.2). (B) The Radio Bureau is classified as a joint operation and the Group has included its direct right to the assets,

liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses in

these consolidated financial statements.(C) These are bodies with which entities in the Group have memberships, but no ownership interest.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Accounting policies

Associates

Associates are all entities over which the Group has significant influence but not control or joint control.

Material investments in associates are accounted for in the consolidated financial statements using

the equity method of accounting, after initially being recognised at cost. The Group’s investment in

associates includes goodwill (net of any accumulated impairment loss) identified on acquisition.

Joint arrangements

Under NZ IFRS 11 Joint Arrangements investments in joint arrangements are classified as either joint

operations or joint ventures. The classification depends on the contractual rights and obligations of

each investor, rather than the legal structure of the joint arrangement.

For material joint operations, the Group recognises its direct right to the assets, liabilities, revenues and

expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and

expenses. These have been incorporated in the financial statements under the appropriate headings.

Interests in material joint ventures are accounted for using the equity method (see below) after initially

being recognised at cost in the consolidated balance sheet.

Equity method of accounting

Under the equity method of accounting, the investments are initially recognised at cost and adjusted

thereafter to recognise the group’s share of the post-acquisition profits or losses of the investee in

profit or loss, and the Group’s share of movements in other comprehensive income of the investee in

other comprehensive income. Dividends received or receivable from associates and joint ventures are

recognised as a reduction in the carrying amount of the investment.

When the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in

the entity, including any other unsecured long-term receivables, the Group does not recognise further

losses, unless it has incurred obligations or made payments on behalf of the other entity.

Unrealised gains on transactions between the group and its associates and joint ventures are eliminated

to the extent of the Group’s interest in these entities. Unrealised losses are also eliminated unless the

transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity

accounted investees have been changed where necessary to ensure consistency with the policies

adopted by the Group.

The carrying amount of equity-accounted investments is tested for impairment whenever events or

changes in circumstances indicate that the carrying amount may not be recoverable. Where the

effects of equity accounting is immaterial, investments are carried at cost.

2017

$’000

2016

$’000

Shares in other corporations

5,988

5,988

Total other financial assets5,988

5,988

6.3.2 Other financial assets

Shares in other corporations consist of investments in entities that are not consolidated or equity accounted

(see also note 6.3.1). These investments are carried at cost.

Page 94Page 95
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

7.0 OTHER NOTES

7.1 RELATED PARTIES

7.1.1 Key management compensation

2017

$’000

2016

$’000

TOTAL REMUNERATION FOR DIRECTORS

AND OTHER KEY MANAGEMENT PERSONNEL :

Short term benefits

5,935

5,510

Termination benefits

364

52

Dividends

33

10

Share-based payments

1,225

144

7, 5 5 7

5,716

The table above includes remuneration of the Board of

Directors and the Executive Team, including amounts

paid to members of the Executive Team who left

during the year. Where a staff member was acting in

a position on the Executive Team, that portion of their

remuneration has been included in the table above.

7.1.2 Other transactions with related parties

During the year, the Group purchased print services

worth $3,385,000 (2016: $4,134,000) from The

Beacon Printing & Publishing Company Limited, a

company in which the Group holds an interest in.

New Zealand entities in the Group offset tax losses to

New Zealand entities outside the Group of $nil (2016:

$35,110,134) for consideration of $nil (2016: $9,830,837).

In November 2015, the Company, Stuff, TVNZ and

MediaWorks launched a new local advertising

exchange service, KPEX Limited, offering media

agencies and clients a programmatic option for

purchasing online advertising. The group received

advertising revenue of $2,768,773 (2016: $2,359,475)

and paid commission of $412,931 (2016: $358,782).

The Group has commitments to provide future services

(such as house advertising, occupancy space at

NZME offices, business as usual finance and human

resources support) to certain joint ventures and

associates. During the year such services were

provided to Eveve New Zealand Limited, valued at

$66,879 (2016:$10,706), Restaurant Hub Limited, valued

at $281,923 (2016:$41,415) and Ratebroker Limited,

valued at $1,174,394 (2016: $nil). The outstanding

balances for future services are included in the table

below, along with other receivables and payables.

2017

RECEIVABLES

$’000

2016

RECEIVABLES

$’000

2017

PAYABLES

$’000

2016

PAYABLES

$’000

Balances with related party

KPEX Limited

1,028

750

148

113

Chinese New Zealand Herald Limited

-

-

43

43

Eveve New Zealand Limited

-

-

28

194

Restaurant Hub Limited

-

-

449

604

Ratebroker Limited

-

-

526

1,700

Total related party receivables and payables1,028

750

1,194

2,654

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

7.1.3 Transactions with pre-Demerger

related parties

The Company was, until the 29 June 2016,

a wholly owned subsidiary of the APN

News & Media Limited (subsequently

rebranded as HT&E Limited (“HT&E”))

group. The transactions with these

HT&E related parties as described below

include transactions up to 29 June 2016,

the date on which these parties ceased

being related parties to the Group.

In 2016 amounts due from related parties

of $304,931,000 and amounts due to

related parties of $322,304,000 have

been settled, with a significant portion of

the settlement occurring as part of the

internal restructure prior to the Demerger

(refer to Note 6.1 for further details).

In 2016 the Group charged interest of

$358,780 to Biffin Pty Ltd a member of

the HT&E Group. Biffin Pty Ltd charged

management fees to NZME Holdings

Limited of $611,056. A Group company,

NZME Holdings Limited, charged shared

services fees totalling $1,456,000 to

related parties.

In 2016, Biffin Pty Ltd repaid loans of

$5,012,246 to Group companies.

In 2016, Wilson & Horton Finance Pty

Ltd, New Zealand Branch (the “Branch”),

charged royalty fees of $12,216,000,

advanced $13,200,000, repaid loans

of $539,000 and charged interest of

$2,765,000 to the Group. The Group

charged the Branch, office rental and

service fees of $78,000.

7.2 CONTINGENT LIABILITIES

7.2.1 Claims

Claims for damages are made against

the Group from time to time in the

ordinary course of business. The

Group has previously disclosed that

Sky Network Television Limited initiated

proceedings against NZME Publishing

Limited and other NZ media companies

alleging breaches of copyright in relation

to the use of rugby video footage in

news stories. This matter has now been

settled on confidential terms.

7.3 SUBSEQUENT EVENTS

Refer to note 1.4.2 for a description of

events relating to the proposed merger

with Stuff and note 4.4.2 for the dividend

declared after the balance date.

The Directors are not aware of any

other material events subsequent to

the balance sheet date.

7.4 NEW STANDARDS AND

INTERPRETATIONS ADOPTED

IN THE CURRENT YEAR

The Group applied the following new

or revised pronouncements for the first

time during the year.

Recognition of deferred tax assets for

unrealised losses (Amendments to NZ

IAS 12) (effective 1 January 2017)

Amendments to clarify that unrealised

losses on debt instruments measured

at fair value for accounting purposes,

but at cost for tax purposes, can give

rise to deductible temporary differences;

when determining whether future taxable

profits are available against which

deductible temporary differences may

be utilised, tax deductions resulting

from the reversal of those deductible

temporary differences are excluded;

and estimates of future taxable profits

may take into account the recovery

of an asset for more than its carrying

amount if there is sufficient evidence

that this recovery is probable. None of

these changes had a material impact on

disclosures or amounts recognised in

these consolidated financial statements.

Disclosure initiative (Amendments to NZ

IAS 7) (effective 1 January 2017)

The amendments to NZ IAS 7 require

disclosures that allow users of financial

statements to evaluate changes in

liabilities which arise from financing

activities (this includes both changes

arising from cash flows and non-cash

changes). The amendments apply

prospectively from 1 January 2017 and

no comparative information is required

in the first year of application. Additional

disclosures for the year ended 31

December 2017 are included in note 4.5.

Page 96
7.5 STANDARDS AND

INTERPRETATIONS ISSUED

BUT NOT YET EFFECTIVE

NZ IFRS 16 Leases replaces NZ IAS 17

and is effective for periods commencing

1 January 2019. It requires a lessee to

recognise a lease liability reflecting

future lease payments and a ‘right-of-

use asset’ for virtually all lease contracts.

Included is an optional exemption for

certain short-term leases and leases of

low-value assets for lessees. Although

the full impact of this standards has

not yet been determined, it will result

in additional assets and liabilities when

the current operating leases are brought

on to the balance sheet; with interest

and depreciation replacing the current

operating lease expense when the

standard is adopted.

NZ IFRS 15 Revenue from contracts

with customers replaces NZ IAS 18 and

NZ IAS 11 and is effective for periods

commencing 1 January 2018. The new

standard is based on the principle that

revenue is recognised when control of a

good or service transfers to a customer.

The notion of control therefore replaces

the existing notion of risks and rewards.

The Group is currently assessing the

effects of applying the new standard on

the consolidated financial statements.

Although this assessment has not been

finalised, we currently expect the standard

to result in us concluding that the nature

of our promises (and therefore the

performance obligations) in certain

contra and experiential contracts are

that we act as a principal and not as an

agent as previously concluded (i.e. the

nature of the performance obligations in

those contracts are obligations to provide

specified goods or services as opposed

to arranging for those goods and services

to be provided by another party). This is

expected to result in an increase in both

revenue and the related costs (i.e. the

revenue and costs are shown on a gross

basis and not on a net basis), without any

material impact on profit for the year.

The Group does not currently expect the

standard to have a material impact on the

timing of revenue recognition.

The standard permits either a full

retrospective or a modified retrospective

approach for adoption. The Group

currently intends to adopt the standard

using the modified retrospective approach,

which means that the cumulative impact

(if any) of the adoption will be recognised

in retained earnings as at 1 January 2018

and that comparatives will not be restated.

All other standards, interpretations and

amendments issued but not yet effective

are either not applicable to the Group or

not material.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz

Independent auditor’s report

To the shareholders of NZME Limited

The consolidated financial statements (“financial statements”) comprise:

 the consolidated balance sheet as at 31 December 2017;

 the consolidated income statement for the year then ended;

 the consolidated statement of comprehensive income for the year then ended;

 the consolidated statement of changes in equity for the year then ended;

 the consolidated statement of cash flows for the year then ended; and

 the notes to the consolidated financial statements, which include the principal accounting policies.

Our opinion

In our opinion, the financial statements of NZME Limited (the Company), including its subsidiaries

(the Group), present fairly, in all material respects, the financial position of the Group as at 31

December 2017, its financial performance and its cash flows for the year then ended in accordance

with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and

International Financial Reporting Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the financial statements section of

our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised)

Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for

Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out other services for the Group in the areas of taxation compliance and advisory

services, advisory services in connection with the potential merger with Fairfax, and other assurance

services including circulation and payroll assurance services. The provision of these other services has

not impaired our independence as auditor of the Group.




PwC 50


Our audit approach

Overview


An audit is designed to obtain reasonable assurance whether the financial

statements are free from material misstatement.

Our overall group materiality was $1,845,000, which represents 5% of profit

before tax, excluding one-off expense items incurred during the year.

We chose profit before tax as the benchmark because, in our view, it is the

benchmark against which the performance of the Group is most commonly

measured by users, and is a generally accepted benchmark. We have adjusted

this benchmark for one-off transactions to reduce volatility and to reflect the

underlying performance of the Group.


We have determined that there is one key audit matter for the year to 31

December 2017, being the impairment testing of intangible assets.


Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the financial statements as a whole as set out above. These,

together with qualitative considerations, helped us to determine the scope of our audit, the nature,

timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate on the financial statements as a whole.

Audit scope

We designed our audit by assessing the risk of material misstatement in the financial statements and

our application of materiality. As in all of our audits, we also addressed the risk of management

override of internal controls including among other matters, consideration of whether there was

evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an

opinion on the financial statements as a whole, taking into account the structure of the Group, the

accounting processes and controls, and the industry in which the Group operates.





PwC 51


Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the financial statements of the current year. The key audit matter below was addressed in

the context of our audit of the financial statements as a whole, and in forming our opinion thereon,

and we do not provide a separate opinion on this matter.

Key audit matter How our audit addressed the key audit matter

Impairment testing of intangible assets

As outlined in note 3.1, total non-

amortising intangible assets, including

goodwill ($70.8 million), masthead

brands ($147.0 million), and brands

($59.1 million) have a combined carrying

value of $276.9 million at 31 December

2017 and represent 59% of the total assets

of the Group.

In completing their annual impairment

assessment management utilised a value

in use methodology, reflecting the

strategic direction of NZME, to determine

the value of the business using

discounted cash flows. This assessment

is complex in nature and includes key

estimates and assumptions made by

management, particularly in the

following areas:

 The assessment that the NZME

business constitutes one CGU.

 The expected future trading results of

both existing activities and new

ventures which are based on budgets

and forecasts which have been

approved by the Board of Directors.

 The weighted average cost of capital

of 9.5% used as the discount rate in

the model.

 The application of a 0% long term

growth rate for the purposes of

impairment testing.

 Considering sensitivity by

determining other reasonably possible

scenarios and assessing the impact on

the valuation of these scenarios.

In their sensitivity analysis management

identified that the model was sensitive to

the discount rate, long term growth rate,

We understood the strategic objectives of the business

to enable us to evaluate the impairment assessment

performed by management.

We gained an understanding of the business, how it is

managed, and how the results are reported to

management and the Directors in order to understand

management’s determination that NZME constitutes

one CGU.

We tested the mathematical accuracy of the model by

reperforming the calculation of the recoverable

amount of the business, based on the same estimates

and assumptions used by management. We then

agreed the relevant net assets of the Group to the

audited carrying values.

We also assessed key estimates and assumptions made

by management. Our audit procedures included the

following:

 We gained an understanding of the business

process and controls applied by management

in their impairment assessment.

 We agreed the future cash flows included in

management’s model to the budgets and

forecasts approved by the Board of Directors.

 We considered the reasonableness of key

assumptions for both existing activities and

new ventures in the cash flow forecasts, in

particular revenue growth for each channel,

the expected trends of print and digital

revenues, forecast margins and terminal

growth rates. This was done with reference to

the historic performance of the Group, key

initiatives being undertaken and comparison

to the results of comparable companies and

available broker reports.

 We engaged an auditor’s expert to recalculate

a reasonable range for the weighted average

cost of capital used as the discount rate in the

model and determined that the discount rate

9899




PwC 52


Key audit matter How our audit addressed the key audit matter

forecasted print and digital revenues.

The impairment assessment completed

by management calculated the

recoverable amount of the business as

higher than the carrying value of

applicable net assets and no impairment

was identified.

used by management was materially

consistent with this.

 We considered a range of reasonably possible

scenarios, including those identified by

management. For each scenario we tested the

mathematical accuracy of the changes made to

each assumption, and the impact of those

changes on the valuation and comparison to

the relevant net asset value of the Group.

We reviewed the disclosures in the financial

statements to ensure that they are compliant with the

requirements of the relevant accounting standards and

we have no other matters to report.


Information other than the financial statements and auditor’s report

The Directors are responsible for the annual report. Our opinion on the financial statements does not

cover the other information included in the annual report and we do not, and will not, express any

form of assurance conclusion on the other information.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with

the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially

misstated. If, based on the work we have performed on the other information that we obtained prior to

the date of this auditor’s report, we conclude that there is a material misstatement of this other

information, we are required to report that fact. We have nothing to report in this regard, except that

not all other information was available to us at the date of signing our auditor’s report.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the

Directors determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the

going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease

operations, or have no realistic alternative but to do so.





PwC 53


Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole,

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee

that an audit conducted in accordance with ISAs NZ and ISAs will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material

if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Julian Prior.

For and on behalf of:







Chartered Accountants Auckland

21 February 2018


101100

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DIRECTORY

REGISTERED ADDRESS

NZME Limited

2 Graham St

Auckland 1010

New Zealand

REGISTERED OFFICE CONTACT DETAILS

Postal Address: Private Bag 92192

Victoria St West

Auckland 1142

New Zealand

Phone: +64 9 397 5050

Website: www.nzme.co.nz

Email: Investor_Relations@nzme.co.nz

AUDITORS

PricewaterhouseCoopers

PRINCIPAL BANKERS

Westpac

PRINCIPAL SOLICITORS

Chapman Tripp

SHARE REGISTRY

Link Market Services

SHARE REGISTRY CONTACT DETAILS

Inquiries about the Shares may be made to the Registrar:

Website: www.linkmarketservices.co.nz

Email: enquiries@linkservices.co.nz

Street Address: Level 11, Deloitte House,

80 Queen Street, Auckland

Postal Address: PO Box 91976,

Auckland 1142

Phone: 09 375 5998

Fax: 09 375 5990

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