NZME 2018 Notice of Annual Shareholders’ Meeting

2018 NOTICE OF
ANNUAL MEETING
NZME Central iHeart Lounge, 2-4 Graham Street, Auckland
Commencing at 3:00pm (NZT), Thursday 21 June 2018

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Dear Shareholder,
NZME Limited (NZME) invites you to join us for our Annual Shareholders’ Meeting.
The meeting will be held on Thursday 21 June 2018 at 3:00pm (NZT) at:
NZME Central iHeart Lounge
2-4 Graham Street*
Auckland
New Zealand
The Directors invite shareholders to join them for afternoon tea from 2:30pm.
AGENDA
1. CHAIRPERSON’S ADDRESS
Peter Cullinane
2. CHIEF EXECUTIVE
OFFICER’S ADDRESS
Michael Boggs
3. ORDINARY RESOLUTIONS
To consider and, if thought fit, to pass
the following ordinary resolutions:

1: Re-election of Director
Carol Campbell
It is hereby resolved, as an ordinary
resolution, that Carol Campbell,
who retires by rotation and is eligible
for re-election, be re-elected as a
Director of NZME.
Please see explanatory notes for
further information.
2: Election of Director
David Gibson
It is hereby resolved, as an ordinary
resolution, that David Gibson, who
joined the Board after the last Annual
Shareholders’ Meeting, be elected
as a Director of NZME.
Please see explanatory notes for
further information.
3: Election of Director
Barbara Chapman
It is hereby resolved, as an ordinary
resolution, that Barbara Chapman,
who joined the Board after the last
Annual Shareholders’ Meeting, be
elected as a Director of NZME.
Please see explanatory notes for
further information.

You may also listen to the meeting and view the presentation live on the day at
www.nzme.co.nz/investor-relations/2018ASM. Please note this will not be interactive.
Notice of Meeting
4: Auditor’s remuneration
It is hereby resolved, as an ordinary
resolution, that the Directors of
NZME are authorised to fix the
auditor’s remuneration.
Please see explanatory notes for
further information.
4. GENERAL BUSINESS
To consider any other business that
may be properly brought before
the Annual Shareholders’ Meeting.
You may send questions in advance
to be addressed on the day to
companysecretary@nzme.co.nz.
On behalf of the Board
Peter Cullinane
Independent Chair
24 May 2018
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* For a map please refer to back cover
PETER CULLINANE
Independent Chair
3

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Explanatory Notes
RESOLUTION 1:
RE-ELECTION OF DIRECTOR
CAROL CAMPBELL
NZME’s constitution and the NZX Main
Board Listing Rules require at least one
third of the Directors (or the number
nearest to one third) to retire by rotation
at the Annual Shareholders’ Meeting
each year. Those Directors are, however,
eligible for re-election at that meeting.
The Director who has been longest
in office since his or her last election
is ordinarily required to retire by rotation.
As Carol Campbell has been longest
in office since her initial election, she
is therefore required to retire by
rotation. Carol Campbell is standing
for re-election with the full support of
the Board.
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, Kiwibank, 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. 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.
RESOLUTION 2:
ELECTION OF DIRECTOR
DAVID GIBSON
NZME’s constitution and the NZX Main
Board Listing Rules require Directors
newly appointed since the most recent
Annual Shareholders’ Meeting to retire
and stand for election by shareholders.
As David Gibson has been appointed
since the most recent Annual
Shareholders’ Meeting, he is retiring from
the Board and standing for election.
He has the full support of the Board.
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.
RESOLUTION 3:
ELECTION OF DIRECTOR
BARBARA CHAPMAN
NZME’s constitution and the NZX Main
Board Listing Rules require Directors
newly appointed since the most recent
Annual Shareholders’ Meeting to retire
and stand for election by shareholders.
As Barbara Chapman has been
appointed since the most recent Annual
Shareholders’ Meeting, she is retiring
from the Board and standing for election.
She has the full support of the Board.
Barbara served as Chief Executive and
Managing Director of ASB Bank Limited
from 2011 until 2 February 2018. Barbara
has extensive business experience
gained through a successful career in the
banking industry commencing with the
Commonwealth Bank Group in 1994.
During her career Barbara has held a
number of senior and executive roles
in retail banking, insurance, marketing,
communications and human resources.
She is passionate about people and
culture, and promoting best practice
in community, governance and
sustainability.
Barbara currently holds directorships
with Genesis Energy Limited and The
New Zealand Initiative. In 2017 she was
named the New Zealand Business Leader
of the Year. Barbara holds a Bachelor of
Commerce from Canterbury University.
DAVID GIBSON
Independent Director
BARBARA CHAPMAN
Independent Director
CAROL CAMPBELL
Independent Director

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ENTITLEMENT TO VOTE
The only persons entitled to vote at the
meeting are those shareholders whose
names are recorded in the share register
of NZME as at 5:00pm (NZT) on 19 June
2018. Only the shares registered in those
shareholders’ names may be voted at the
meeting.
VOTING AND PROXIES
Resolutions 1 to 4, to be considered at
the meeting, are ordinary resolutions and
will be passed if more than 50% of the
votes of shareholders entitled to vote
and voting on the resolution are voted
in favour of that resolution.
Your right to vote may be exercised by:
(a) attending and voting in person;
(b) submitting an online or postal vote; or
(c) appointing a proxy (or representative)
to attend in person and vote in
your place.
You can cast a postal vote or appoint a
proxy to attend the meeting and vote on
your behalf by completing and returning
the enclosed voting/proxy form in
accordance with the instructions set out on
the form. Link Market Services Limited has
been authorised by the Board to receive
and count postal votes at the meeting.
Alternatively, you can submit your vote
or appoint a proxy online at https://vote.
linkmarketservices.com/NZM. You will
require your CSN/Holder Number and FIN
(New Zealand Register Holders) or HIN/SRN
and postcode (Australian Register Holders)
to complete your online vote or proxy
appointment.
Your completed copy of the enclosed form
must be received by NZME’s share registrar,
Link Market Services Limited, or your online
appointment or vote completed, no later
than 3:00pm (NZT) on 19 June 2018,
48 hours before the Annual Meeting.
If attending in person, please bring the
enclosed voting/proxy form to the meeting.
The barcode is required for registration.
Procedural NotesExplanatory Notes
RESOLUTION 4:
AUDITOR’S REMUNERATION
The current auditor of NZME,
PricewaterhouseCoopers, will automatically
continue in office by virtue of section 207T of
the Companies Act 1993. Under section 207S
of the Companies Act 1993 auditor’s fees
and expenses must be fixed in the manner
determined at the Annual Shareholders’ Meeting.
Shareholder approval is therefore sought for
the Board to fix PricewaterhouseCoopers’
remuneration for the following year.
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Location Map
PARKING
Limited metered parking is available on Graham and Hardinge Streets. NZME
recommends utilising public transport options. Alternatively, the nearest car park
building is the Fanshawe Street Parking Building located at 72-100 Fanshawe St.
Graham St
Hardinge St
Graham St
Victoria St W
Victoria St W
Vogel Ln
Gorst Ln
Wyndham St
Fanshawe St
P
Fanshawe St
Parking Building
Nelson St
ENTRANCE
STEEP

ACCESS

ON FOOT

FROM L4