2018 Annual Report

Annual Report
NZME Limited
For the year ended 31 December 2018For the year ended 31 December 2018

There is no doubt that parts
of our industry continue to
face significant challenges,
but the 2018 results suggest
that we are on the right track
and we look forward to
embracing the exciting
opportunities NZME has
to grow.
Page 2

NZME 2018 Results Summary 4
Chair’s Report 6
Chief Executive Officer’s Report 8
Channel Results 10
Corporate Social Responsibility Report 13
The NZME Board 22
The NZME Executive Team 24
Corporate Governance 28
Other Statutory Information 40
Consolidated Financial Statements 44
Independent Auditor’s Report 102
Directory 108
This annual report is dated 29 March 2019 and is signed on behalf of the Board of Directors by:
TA B LE O F
CONTENTS
Peter Cullinane Carol Campbell
Director Director
Page 3

Results impacted by
Pro-active investment
in Digital Classifieds
Agency market
headwinds
NZME 2018
RESULTS SUMMARY
2017 $26.7m29%
Tr a d i n g N PAT
1
$18.9m
2017 $20.9m44%
Statutory NPAT
$11.6m
2017 13.6cps29%
Trading Earnings
Per Share
1
9.6cps
20 17 $ 3 87.7m2%
Trading Revenue
1
$378.4m
2018 total dividends
2 cents per share
Final Dividend
nil
2017 $66.2m17%
Tra d i n g E B ITDA
1
$54.7m
(1) Trading measures used throughout this Annual Report are non-GAAP measures that are explained and reconciled
on pages 34 and 35 of the NZME Full Year 2018 Results Presentation available on the Company’s website.
Page 4

The New Zealand Herald
remains the most-read and
highest-selling newspaper
in the country.
Page 5

CHAIR’S REPORT
NZME’s financial results for 2018 reflect progress
on our strategy of growing new revenue streams
and retaining revenue from traditional advertising
sources. While New Zealand advertising demand was
softer in 2018 due to economic conditions, the rate
of decline in NZME’s revenue and earnings slowed
again, suggesting we are making constructive
headway on our plans.
We have strengthened the Company’s prospects
by investing in a number of promising new revenue
opportunities to grow long term shareholder value.
By improving declines in print revenue and planting
the seeds of growth in other areas, NZME made solid
progress on its strategy.
Following the completion of the Board’s capital
review in November 2018, NZME refinanced its debt
and announced a revised Capital Management
Policy, which supports our long-term strategic and
financial objectives and operational priorities to
maximise shareholder value. The near-term objective
of the policy is to reduce gearing while maintaining
investment in growth opportunities and paying
dividends when trading and investment conditions
permit. Consistent with the policy, the Board has
elected not to declare a final dividend with respect
to the 2018 financial year. Total dividends for 2018
were 2.0 cents per share, fully imputed, and paid
in October 2018. While the near-term focus of the
policy is to reduce gearing and fund growth, we
recognise that dividends are an important part of total
shareholder returns. As such, it is the Board’s intention
that NZME remain a dividend paying company.
NZME’s audience of 3.3 million New Zealanders
1

represents 80% of the New Zealand population,
and remains a key driver of the value of the
Company. The New Zealand Herald daily brand
audience exceeded 1 million
2
and engagement on
nzherald.co.nz, as measured by time spent per visit,
improved in 2018
3
.
NZME’s advertising revenue faced ongoing structural
pressures in the print advertising market and weaker
business and consumer confidence, which impacted
New Zealand Agency advertising demand in Radio,
Digital and Print. NZME’s overall revenue decline
was 2% in 2018, an improvement on the 4% decline
experienced in 2017.
An improved final quarter, saw the rate of decline in
Print advertising revenue also slow from previous years,
supported by the Travel category, which benefitted from
strong growth in advertising by the cruise ship industry.
NZME maintained its 39% share of radio advertising
market revenue4 and continued to focus on
delivering the best offer to inform, entertain and
attract listeners. This supported an improvement in
Direct Radio revenue, notwithstanding the impact
of weak Agency demand on overall Radio revenue.
Digital advertising revenue growth slowed in 2018,
also impacted by Agency demand. The Digital
market continues to evolve but retains highly
attractive fundamentals and we expect it to remain
a key long-term driver of growth
5
, which is why it
remains the focus of our growth investment.
Since launch in March 2018, NZME’s real estate
classifieds portal, OneRoof, has made significant
progress, growing real estate listings and audience
to deliver modest but growing revenue. Our
employment and automotive portals, YUDU and
DRIVEN, also continue to show potential.
We have made good progress towards launching
digital subscriptions in the second quarter of 2019.
Following the launch of digital subscriptions we will
continue to deliver the majority of our day-to-day news
and current affairs free of charge to our audience of
1.7 million
6
, who will also have the opportunity to
access premium content on subscription.
Industry consolidation has been a powerful trend
within the media sector that is expected to continue.
While NZME has determined to not appeal the Court
of Appeal’s decision in relation to the proposed
merger with Stuff Limited, bringing that merger
process to a conclusion, NZME will continue to
pursue opportunities that support our strategic
objectives and add value for shareholders.
Page 6

In 2018, the Board was pleased to appoint Barbara
Chapman and Sussan Turner as non-executive
directors. Both directors are highly credentialed
in consumer facing businesses, having held
CEO positions at leading companies in the retail
banking sector and media and education sectors
respectively. This experience complements the
strategy and finance skills of David Gibson, who was
appointed in late 2017. The Board has a balanced
mix of experience and skills appropriate to the NZME
business and strategy.
The Board would like to thank the entire NZME team
for their commitment and dedication throughout the
year. Everyone at NZME works very hard to create a
positive working environment and contribute to our
success and the Board appreciates this effort.
There is no doubt that parts of our industry continue
to face significant challenges, but the 2018 results
suggest that we are on the right track and we look
forward to embracing the exciting opportunities
NZME has to grow.
We have some of New Zealand’s most recognised
and respected brands, an audience reach that is
difficult to replicate, exceptional people throughout,
and a unique integrated print, radio and digital
offering. This places us in a strong position to grow
shareholder value in the long term.
(1) Nielsen CMI October Fused Q4 17 to Q3 18 October 2018
(population 10+ years). (2) Nielsen CMI Q1 18 – Q4 18 AP 15+,
represents a combination of Print readership and Digital audience.
(3) Nielsen Market Intelligence Domestic Traffic (1 Jan 18 – 31 Dec
18). (4) PwC Radio Advertising Benchmark Report, Q3 18. (5) PwC
Outlook NZ Entertainment & Media 2018 – 2022. (6) Nielsen Online
Ratings, December 2018.
Peter Cullinane
Chair
Page 7

NZME’s revenue performance was satisfactory,
given the economic headwinds faced in 2018 which
affected Agency advertising demand. Taking this
backdrop into account, containing the decline in Print
revenue was a standout. We are also excited about
the performance of our real estate portal, OneRoof,
including its early stage contribution to revenue.
The New Zealand Herald continues to enjoy strong
readership with the weekly readership of NZME’s
daily print publications greater than the readership of
the rest of the daily print market combined.
1
NZME’s
Radio audience and revenue share was stable. DRIVEN
and YUDU continue to show potential and OneRoof
enjoyed strong audience and listings growth.
Print revenue declined 4% benefitting from an extra
publishing week in 2018 and a strong print travel
sector, and Radio and Experiential revenue declined
3% due to challenges in the Agency advertising
market. These declines were partially offset by 6%
growth in Digital revenue. All channels were affected
by a 4% decline in Agency advertising demand
across the New Zealand market, reflecting weaker
business confidence.
Given the changes in financial reporting standards,
we provide “Trading” figures that offer a useful view
of NZME’s underlying performance.
2

Statutory Net Profit After Tax (“NPAT”) declined
44% on 2017 to $11.6 million and Statutory Earnings
Per Share (“EPS”) declined to 9.7 cents. Trading
Earnings Before Interest, Tax, Depreciation and
Amortisation (“EBITDA”)
2
declined 17% on 2017. Total
Trading costs
2
increased 1% compared to 2017, with
efficiency improvements offset by additional costs
associated with an additional publishing week in
2018, an increase in contractual property operating
expenses and a $6.1 million incremental investment
in the Digital Classified businesses.
Our Trading NPAT
2
of $18.9 million and Trading EPS
2

of 9.6 cents were 29% lower than 2017.
Net debt was $98.3 million at 31 December 2018,
down from $106.1 million at 30 June 2018 and up
from $90.2 million at 31 December 2017. Net cash
flow was impacted by reduced Trading EBITDA,
changes in working capital and the timing of 2017
tax payments. Capital expenditure was $14.1 million
in 2018, compared to $15.1 million in 2017. Net debt
to 12-month rolling Trading EBITDA was 1.8 times,
above our target range of 1.0 to 1.5 times. NZME
retains significant headroom on its existing facilities
with undrawn bank facilities of $51.7 million as at
31 December 2018.
2019 STRATEGIC PRIORITIES
NZME’s long-term strategy is based on a three-
horizon model, focusing on:
1. Optimising our core businesses;
2. Growing new revenue streams that leverage
existing audience and customer relationships; and
3. Re-imagining revenue models that address
unmet customer needs.
In 2019, we are narrowing our focus to horizon 2;
revenue growth, in three main areas:
1. Leading the future of news and journalism
in New Zealand;
2. Increasing radio capability and performance; and
3. Creating New Zealand’s leading real estate
platform.
Leading the future of news and journalism
In line with our strategy to leverage audience reach
and brand strength to grow new revenue streams,
NZME intends to launch paid content on its digital
mastheads in the second quarter of 2019. The new
platform will deliver access to the best content
from four top global publishers and an unrivalled
local team of premium journalists across business,
politics, news, sport, lifestyle and entertainment.
We intend to maintain our current audience of
1.7 million
3
with a freemium model that ensures
the majority of our content remains free.
CHIEF EXECUTIVE OFFICER’S
REPORT
Page 8

Increasing radio capability and performance
NZME is the second largest radio operator in
New Zealand, with a weekly radio audience of 2.0
million
4
. In 2019, we will continue to enhance radio
sales skills to support integrated selling. We will
pursue digital audience and revenue growth through
leveraging iHeart capability and will develop new
shows to further build our radio audience.
Creating New Zealand’s leading real estate
platform
To support continued revenue growth, the
focus for OneRoof in 2019 is on securing further
market listings and property categories, ongoing
development of user features and tools to enhance
listings engagement, and market-leading
New Zealand property commentary and insights.
CONCLUSION
In 2018, we made encouraging progress on our
strategy to return total revenue to growth in the
medium term. We slowed the print revenue decline,
grew digital revenue, and further strengthened radio,
to help us to achieve this goal.
The revised Capital Management Policy will ensure
we maintain a strong balance sheet, enabling us to
invest for growth, reduce debt, maintain financial
stability, and maximise shareholder returns.
Our brilliant people, and their enthusiasm for what
we do, make NZME a great company to work for and
a great business. I thank them for their commitment,
their innovation and their determination to succeed.
I also offer our thanks to the 3.3 million Kiwis that
make up our audience, as well as our suppliers,
business partners, customers and shareholders for
their continued support.
We are making progress but have further work to
do to realise the opportunity we have in 2019 to
capitalise on our great brands, strong audience
and exceptional people.
Michael Boggs
Chief Executive Officer
(1) Nielsen CMI Q1 18 - Q4 18 AP 15+. (2) Trading measures used
throughout this Annual Report are non-GAAP measures that are
explained and reconciled on pages 34 and 35 of the NZME Full
Year 2018 Results Presentation available on the Company’s website.
(3) Nielsen Online Ratings, December 2018. (4) Gfk Radio Audience
Measurement, Commercial stations, NZME and Partners, Cumulative
Audience T4 2018.
Page 9

The strength of NZME’s print brands was recognised
at the 2018 Voyager Media Awards with the Weekend
Herald picking up Newspaper of the Year and best weekly
newspaper. The New Zealand Herald remains the most-
read and highest-selling newspaper in the country.
Continued growth in readership and audience, and the
ongoing market share gains, have supported the slowing
rate of revenue decline. The New Zealand Herald’s daily
brand audience, which includes digital, remained above
1 million in 2018
1
, reflecting the strength of the New Zealand
Herald brand and NZME’s success in growing audience
reach. The New Zealand Herald remains a key asset and
we are working hard to continue to grow audience to
further enhance value.
Overall Print revenue, including advertising and circulation
revenue, was $211.6 million in 2018, a decline of 4%.
Print revenue was assisted in 2018 by an extra publishing
week compared to the previous year but this remains a
pleasing result given the industry headwinds.
Print advertising revenue of $114.2 million was 6% lower
than 2017, impacted by structural deterioration in print
advertising. There were, however, encouraging segments
in Print advertising, such as the travel category, which
experienced growth in the cruise ship segment. The
6% decline in Print advertising revenue in 2018 was a
significant improvement on the declines seen in 2017
and 2016 respectively.
Circulation revenue was 2% lower in 2018. Circulation
volume declined, however yields were maintained
through cover price increases in July 2018. Circulation
revenues were also assisted by an additional publishing
week in 2018.
Other print revenue relating to print and distribution
services provided to third parties continues to decline
in line with declines in third party circulation.
CHANNEL RESULTS
PRINT
Page 10

Trading Radio and Experiential revenue of $106.8 million
in 2018 was 3% lower than 2017. Direct Radio advertising
revenue showed positive trends in 2018. However,
Agency Radio revenue declined 7% in 2018 due to
weakness in Agency market demand as a result of
weaker business confidence. NZME maintained its share
of radio advertising market revenue
2
at 39%.
NZME continues to focus on having the best radio offer
in the market. This was supported by new talent and
programming enhancements in 2018, including a new
drive show on ZM and a new breakfast show on Coast.
Radio audience share was stable in 2018
3
at 35%. NZME’s
leading brands maintained their strong presence, with
NewstalkZB remaining the number one radio station
in New Zealand. In digital radio, iHeart Radio grew its
registered users by 18% over the year to more than
831,000
4
and total listening hours increased 16% year
on year to 3.2 million
5
.
NZME’s aim is to deliver consistent radio revenue growth
through building audience across brands and digital
platforms, and enhancing radio sales skills and execution.
CHANNEL RESULTS
RADIO
(1) Nielsen CMI Q1 18 – Q4 18 AP 15+, represents a combination of Print
readership and Digital audience. (2) PwC Radio Advertising Benchmark
Report, Q3 18. (3) GfK Radio Audience Measurement, Commercial
Stations. NZME & Partners in Major Markets Trended to T4/2018. Station
Share %, AP 18-54. (4) iHeartMedia, 2017- 2018; Adobe Analytics, 2018.
(5) AdsWizz and StreamGuys, 2017-2018.
Page 11

Digital and e-Commerce revenue grew 6% in 2018 to
$60.0 million. The growth rate of the digital display and
mobile advertising market slowed during 2018, impacted
by a contraction in the overall Agency market. NZME’s
display and mobile revenue growth also slowed in 2018,
although trends improved late in the year. The Digital
market continues to evolve but retains highly attractive
fundamentals and NZME expects the channel to remain
a long-term driver of growth
6
.
We were pleased to report a positive start for our real
estate portal, OneRoof. Since launch in late March 2018,
OneRoof has made significant progress on growing real
estate listings and audience to support the generation
of initial revenue of $0.7 million in 2018, $0.5 million of
which was generated in the last quarter.
By the end of 2018, four out of the five major New Zealand
real estate agency group’s listings were on the site and
residential ‘for sale’ listings had grown to cover 66% of the
national market and 87% of the Greater Auckland market.
OneRoof has enjoyed strong audience growth since
launch, supported by listings and the integrated content
and advertising strategy. Audience growth was given a
significant boost in early December 2018 with the release
of the OneRoof Quarterly Property Report.
DRIVEN and YUDU continue to show potential. In 2018
DRIVEN launched a number of unique tools for buyers
and sellers including a Car Value Calculator, Best Time
to Sell and Cost to Run.
GrabOne revenue declined 4% in 2018. This represents
a notable stabilisation in revenue compared to the 18%
and 16% annual declines the previous two years, reflecting
improvements in the business model.
CHANNEL RESULTS
D I G ITA L
(6) PwC Outlook NZ Entertainment & Media 2018 – 2022.
Page 12

NZME is committed to Corporate Social Responsibility
(“CSR”) and ensuring our business is sustainable from
a social, environmental and operating standpoint. To
help us identify and define our roles and responsibilities
as a corporate citizen we maintain an internal CSR
committee to supervise our activities, as well as
governance-level oversight through our CSR Board
Committee.
During 2018 we commenced the process of defining
a materiality matrix of sustainability issues that
directly affect our business, to identify issues of
greatest importance to both our internal and external
stakeholders. In order to accurately inform the matrix
NZME conducted interviews with a range of internal
and external stakeholders including representatives
from our staff, Board, shareholders, audience and
customers, to collect their feedback on the material
issues for NZME’s sustainability.
A further 415 internal stakeholders, across all levels
and areas of NZME, togther with the interviewees,
participated in a survey to rank the sustainability
issues, identified through the interview process,
on their relevance to NZME. Issues related to our
authenticity, integrity and role as an advocate and
champion for social issues ranked very highly.
We intend to adopt the UN Sustainable Development
Goals Framework with initial measurement to
be undertaken in 2019 and reporting against the
framework commencing in 2020.
Although we are at an early stage in the formalisation
of our CSR strategy, NZME has long been aware of
its responsibility as a corporate citizen to support its
people, care for the environment and engage and
advocate on behalf of the communities in which we
operate. The remainder of this CSR Report covers
the progress we are making with regard to People,
the Environment and our Communities.
CORPORATE SOCIAL
RESPONSIBILTY REPORT
NZME’S CSR JOURNEY
New Zealand’s Prime Minister, Jacinda Ardern, guest editing
The New Zealand Herald suffrage edition, September 2018
Page 13

ENVIRONMENT
NZME takes its responsibility to the environment
seriously. NZME’s print operations were again awarded
the Enviro-Mark Gold Certificate for excellence in
environmental responsibility. The Enviro-Mark Gold
Certificate can only be awarded to organisations
that have developed, implemented and maintained
an Environmental Management System and can
verify this to Enviro-Mark Solutions. To achieve
Enviro-Mark Gold certification an organisation
has to set environmental objectives, targets and
key performance indicators; develop, implement
and test environmental emergency plans; identify
and evaluate significant environmental issues;
actively monitor ongoing compliance with New
Zealand legislation; produce an environmental
policy statement; understand the scope of their
Environmental Management System and exhibit
no non-compliance with New Zealand’s health and
safety and environmental legislation. NZME has been
a participant in the Enviro-Mark Scheme for the past
twelve years.
NZME predominantly prints on newsprint sourced
from Norske Skog Tasman. Norske Skog Tasman
makes newsprint in New Zealand largely from waste
or by-product fibre from sustainable softwood
resources utilising geothermal steam. Norske Skog
Tasman is Chain of Custody Certified and all fibre
used is either from certified or controlled sources (no
native trees are used). The newsprint used by NZME is
the most environmentally friendly paper Norske Skog
Tasman makes. It uses less fibre, chemicals, power
and transport than heavier weight papers which
translates into a smaller carbon emissions footprint.
In addition to our print operations, 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.


NZME’s print
operations were
again awarded
the Enviro-Mark
Gold certificate
for excellence in
environmental
responsibility.
Page 14

NZME recognises the responsibility that comes with
acting as a voice of record for New Zealand. We
use our wide reach across the country to champion
charitable causes and facilitate conversations about
the topics that matter to New Zealanders.
Her Story was the centrepiece of our coverage
of the 125th anniversary of women’s suffrage
in New Zealand. The historic special edition of
the New Zealand Herald, guest-edited by Prime
Minister Jacinda Ardern, celebrated women through
pieces such as Viva Magazine’s ‘Trailblazers’ which
highlighted 125 influential New Zealand women that
have changed the world.
Speaking Secrets was a six-part podcast series
documenting the rise of the #MeToo movement in
New Zealand. The audio podcasts were supported
by videos and written stories in The New Zealand
Herald which put victims at the centre of the
discussion. This engaged our communities through
growing awareness of the scale of sexual abuse in
New Zealand.
The New Zealand Herald also partnered with many
organisations during the year to raise awareness
and support for causes that impact our local and
international community. These included;
The Not For Sale campaign which put a spotlight
on child exploitation in Asia where millions of young
girls face the prospect of child marriage, labour
and trafficking. Partnering with World Vision,
the campaign raised almost $200,000 through
reader donations to help their child protection
work globally.
The Warm Hearts campaign where the New Zealand
Herald joined forces with the charity Variety with
readers giving donations of warm clothes and
bedding to give a helping hand to Kiwi families
facing hardship over winter.
The For The Gift of Sight campaign which
highlighted the growing rate of diabetes-related eye
disease in Vanuatu and the Pacific. Partnering with
the Fred Hollows Foundation, this campaign raised
more than $150,000 for eye-health equipment.
NZME is proud to support communities nationwide
by telling their stories, as well as supporting their
campaigns with media space. Charities such as
Cure Kids which works on preventative, lifesaving
research for our tamariki, Lifeline which helps
when people feel there is no other way, or Kiwis
for Kiwi who are working to halt the decline of
our national bird, are further examples of charities
NZME supported in 2018.
COMMUNITIES
Page 15

DIVERSITY
Diversity at NZME brings different talents and people
together, all of them working towards a common
goal using their unique skill sets. But before diversity
comes inclusion.
With this in mind, and consistent with our Diversity
Policy (available on the Company website), we
focused our efforts on developing a new, more
robust diversity strategy during 2018. Our diversity
committee continues to build on the work started
in 2017 in striving to ensure that NZME is a
collaborative, inspiring and safe place to work.
There have been some fantastic moments of
celebration, awareness and learning over the past
year, from getting behind the likes of Pink Shirt
Day and Sign Language Week to highlighting
increasingly important issues around mental health.
An incredible celebration was put on for Diwali that
included traditional food, music, henna tattooing
and dancers. We also celebrated Chinese New Year
and Maori Language Week (Te Wiki o te Reo Māori)
which included education pieces, a hangi lunch and
kapa haka performances that brought local primary
school children into multiple NZME offices. We view
our diversity initiatives as constantly evolving and
we strive to continually go further and do more to
become a more inclusive organisation.

One example of evidence of this is our incorporation
of te Reo, one of New Zealand’s official languages,
through our lunch time tutorials, dual language
signage throughout our offices, our recent
introduction of macrons throughout our business
and our newspapers, and coaching for our on-air
talent and executive team in pronunciation.
It was incredibly rewarding to be recognised
externally for our efforts on inclusion and diversity
when we were named as a finalist in the Emerging
Diversity & Inclusion Category of the Diversity Works
Awards and through our multiple nominations in a
number of categories at the LGBTI Awards.
2018 was not without its challenges on the diversity
front. The issues around the Auckland Pride Parade,
saw our Diversity Committee pull together to make a
collective decision on our stance after seeking advice,
guidance and opinion from members of the rainbow
community, both inside and outside of NZME, as well
as various other organisations. Ultimately, we were not
involved in the parade, but instead helped highlight
the very real and raw issue of gay conversion therapy,
by being a lead sponsor in bringing the acclaimed
movie Boy Erased to New Zealand cinemas.
PEOPLE
We focused
our efforts into
developing a
new, more robust
Diversity Strategy
during 2018.
Page 16

NZME’S PEOPLE
AS AT 31 DECEMBER 2018
56%
Executive
44%
Senior
Leadership
Team
51%
49%
Sta
45%
55%
GENDERLEVEL
MaleFemale
55+Y
17%
4554Y
21%
3544Y
22%
<2534Y
29%
Undeclared
1%
<25Y
10%
AGE GROUP
Casual
18%
Contractor
3%
Part Time
8%
Fulltime
71%
CONTRACT TYPE
LENGTH OF SERVICE
450
400
350
300
250
200
150
100
50
0
<1Y12Y35Y610Y1120Y2130Y31+Y
NZ European
56%
PaciŽic
Peoples
2%
Other
Ethnicity
2%
Undeclared
20%
Middle Eastern/
Latin American/
African
1%
Maori
3%
Asian
8%
European
8%
ETHNICITY
including undeclared
Page 17

As we continue to build on being an inclusive
workplace and strive to be an employer of choice,
we were thrilled after going through a vigorous audit
process to be re-awarded The Rainbow Tick for a
further two-year period. We are well on our way to
achieving our goal of ensuring all NZME employees
attend inclusion training sessions facilitated by the
Rainbow Tick organisation.
Youth employment continues to be a focus for our
organisation. Wherever possible we aim to give
our experience and expertise to help grow youth
into their future careers. This includes being the
lead sponsor of events such as the New Zealand
Careers Expo, which attracts thousands of young
Kiwis throughout New Zealand every year, as well as
maintaining close links with secondary schools and
tertiary training providers to develop opportunities
for youth. We maintain an open-door policy in terms
of bringing youth into our organisation, and this
takes many forms from tours and talks through to
internships and work experience days.
HEALTH AND SAFETY
At NZME we believe that a healthy and safe work
environment contributes to our success. We’re
committed to ensuring we have a framework,
culture and practices in place to protect our
people, contractors and customers.
During May and June 2018, NZME engaged Ernst &
Young to undertake an internal health and safety
audit to determine how our existing health and
safety framework, policies, procedures and relevant
documentation aligns to and complies with the
Health and Safety at Work Act 2015, industry best
practice and other relevant standards.
Results of the audit showed a continuing maturity
in how health and safety is managed across the
business, with increases in the level of engagement
seen at both management and employee level. This
was particularly evident within our Ellerslie print
plant, which is considered our highest health and
safety risk area.
As part of our commitment to continual improvement
in the prevention and management of health and
safety, NZME has committed to achieving the following
six health and safety priorities:
1. Our leaders will be proactively involved in
supporting the health, safety and wellbeing
of our people.
2. We will have a consistent approach to managing
health, safety and wellbeing
across all locations.
3. We will maintain safety excellence within
our print plant.
4. We will provide a consistently safe and
secure environment for anyone required
to work alone.
5. Our vehicle fleet will be managed and operated
in a manner that significantly reduces risk to
people and property.
6. We will actively manage risk to mental health and
provide a work environment that is supportive of
people experiencing mental health issues.
We were thrilled after going through
a vigorous audit process to be
re-awarded The Rainbow Tick
for a further two-year period.
PEOPLE
Page 18

WELLNESS
We again hosted two wellness weeks during the
year, one in April and one in November. These weeks
provide our people with the opportunity to spend
some time reflecting on their health and wellbeing.
This year we partnered with some of our key clients
and local small businesses across the country to
offer key themes including: Mental Health Monday,
Healthy Eating Tuesday, Activewear Wednesday,
Financial Fitness Thursday and Feel Good Friday.

ENGAGEMENT
We continue to believe that an engaging work
environment is essential to us achieving our goals.
In our engagement survey, the score increased
6% year on year, and we were pleased with the
participation rate. Action plans continue at a team
level to work on opportunity areas. To foster an
inclusive and engaging workplace, we give our
people opportunities to engage and interact with our
Wellness week
gives our people
an opportunity to
spend some time
reflecting on health
and wellbeing.
CEO and senior leaders. Our CEO is regularly joined
by other members of the executive for his ‘Kitchen
Catch-ups’ where different teams in Auckland get to
hear a quick update from the CEO and then engage
in an open Q&A session. The CEO regularly invites
someone from the business to join him as ‘CEO for
the Day’ to get an inside look into what being the
CEO entails. Boggsy’s Bus has continued as a means
to build a connection with all our people in regional
offices around the country. As part of this initiative,
the CEO and others visit a number of offices in the
regions to explain our strategic priorities and hear
their questions and ideas.
Our reward and recognition programme is also aimed
at increasing employee engagement. It seeks to
recognise the everyday efforts of our people through
‘Shouts Outs’ and to reward ‘NZME Champions’ who
live our Company values and go over and above
to deliver. In 2018, the programme recognised 98
Champions (with 596 nominations) and an additional
714 Shout Outs.
To foster leadership, out of the box thinking
and creative solutions, a small group of
around 25 people continued to participate
in the Kickstarters programme.
Page 19

AWARDS
NZME is proud to be the home of some of
New Zealand’s best talent and 2018 saw many
wins across digital, print, radio and marketing
at various award ceremonies.
At the 2018 New Zealand Radio Awards, NZME
walked away with top awards including:
• Outstanding Contribution to Radio:
Mike Hosking;
• Best Talk Presenter, Breakfast or Drive:
Mike Hosking, NewstalkZB;
• Best Talk Presenter, Other: Marcus Lush,
NewstalkZB;
• Best Newsreader: Niva Retimanu,
NewstalkZB;
• Best Content Director: Jason Winstanley
and Nadia Tolich, NewstalkZB;
• Best Sports Story – Team Coverage:
The America’s Cup, NewstalkZB/Radio Sport;
• Best Sports Reader, Presenter or Commentator:
Martin Devlin, Radio Sport;
• Best Music Breakfast Show, Network:
Fletch, Vaughan and Megan, ZM;
• Best Marketing Campaign:
$50,000 Secret Sound, ZM;
• Best Network Station Promotion: Flochella, ZM;
• Best Digital Content: zmonline.com;
• Best Video: Neil Finn, Bhuja TV, Radio Hauraki,
& Lorde: The Babysitter, ZM;
• Best Community Campaign:
Pledge for Plunket, The Hits;
• Services to Broadcasting:
Bryan Waddle and Peter Everett.
PEOPLE
Page 20

• Best News Website or App: nzherald.co.nz;
• Newspaper of the Year and Weekly Newspaper
of the Year: Weekend Herald;
• Best Editorial Campaign or Project:
nzherald.co.nz for Break the Silence;
• Best Newspaper Front Page: Hawke’s Bay Today;
• Opinion Writer of the Year: Steve Braunias;
• Best Investigation: Olivia Carville for What
becomes of the Broken Hearted;
• Business Journalist of the Year: Matt Nippert;
• Political Journalist of the Year: Audrey Young;
• Best Team Video, Feature: New Zealand Herald
for Under the Bridge;
• Matt Nippert was also awarded the Supreme
Individual Prize, with a scholarship to Wolfson
College, Cambridge University.
The New Zealand Herald also won the prestigious
Daily News Brand of the Year award at the
Asia-Pacific News Media Awards, together
with seven awards across the marketing and
advertising categories.
The NZME marketing team was recognised at the
Public Relations Institute of New Zealand Awards
with a Highly Commended award for our internal
communications team, for their Boggsy’s Bus initiative.
The Ellerslie team took home the Special Recognition
Award and a gold medal in Newspaper Publications
and the Pride in Print awards.
At the INMA (International News Media Association)
Awards held in Washington DC, NZME received
an honorable mention for Best Brand Awareness
Campaign, Discover More: nzherald.co.nz relaunch;
Second Place in the Best Public Relations or
Community Service Campaign, Break The Silence;
Third Place in Best Use of Mobile, nzherald.co.nz
redesign; and First Place in Best Execution of Print
Advertising, The Inequality Issue.
Our marketing team was also recognised at the
New Zealand Marketing Awards, winning Best
Marketing Campaign (Media).
NZME was involved with The Inequality Issue Project
in collaboration with FCB Media and Westpac NZ, and
were awarded the Best Small Budget, Best Creative
Media Idea, Best Collaboration and Best in Show
awards at the 2018 Beacon Awards.
The New Zealand Herald
had a fantastic showing at
the 2018 Voyager awards.
Page 21

THE
NZME
BOARD
A
B
D
C
E
Page 22

Peter Cullinane
Independent Chair
As 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 the founder and Chairman
of Lewis Road Creamery Limited, and is also a
Director of Sanford Limited. Peter was previously
on the Board of HT&E Limited (listed on the ASX),
WPP AUNZ Limited and SKYCITY Entertainment
Group Limited.
Carol Campbell
Independent Director
Carol Campbell has more than 30 years of
experience as a chartered accountant. Carol was
a partner at Ernst & Young for over 25 years and
has extensive financial experience and a sound
understanding of efficient board governance. Carol
is a director of NZ Post Limited, Kiwibank Limited,
Kingfish Limited, Barramundi Limited, Marlin Global
Limited, T&G Global Limited, Asset Plus Limited,
Chubb Insurance Limited and a number
of other private companies.
David Gibson
Independent Director
David Gibson 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 career David has advised
on many of New Zealand’s largest capital market
transactions, including within the media industry.
David is also a trustee for Diocesan School for Girls
and a Director of Rangatira Limited.
Barbara Chapman
Independent Director
Barbara Chapman served as Chief Executive and
Managing Director of ASB Bank Limited from 2011
until 2 February 2018. She has extensive business
experience gained through a successful career
in the banking industry commencing with the
Commonwealth Bank Group in 1994. During her
career she has held a number of senior and executive
roles in retail banking, marketing, communications
and human resources. Barbara is passionate about
people and culture, and promoting best practice in
community, governance and sustainability. She has
recently embarked on a corporate governance career
and currently holds independent directorships on the
Boards of Genesis Energy Limited, Fletcher Building
Limited and IAG New Zealand Limited. She also acts
as director of the New Zealand Initiative, patron of the
New Zealand Rainbow Tick Excellence Awards, and
holds a seat on the Reserve Bank Act Review Panel
and the Prime Minister’s Business Advisory Council.
Sussan Turner
Independent Director
For the past 25 years Sussan has held senior
leadership roles across media companies, including
Group CEO of MediaWorks, Managing Director
of Radio Otago and CEO of RadioWorks. She is
currently Group CEO and Director of Aspire2 Group
Limited, one of the leading Private Tertiary Education
groups in New Zealand and is passionate about
building executive teams and company cultures.
Sussan has extensive experience as a director and
is currently Pro Chancellor of Auckland University of
Technology, Co-Chair of Organic Initiative Limited
and trustee of the Waitemata District Health Board’s
Well Foundation.
C
B
A
D
E
Page 23

Michael Boggs
Chief Executive Officer
Michael Boggs joined NZME in March 2015 as Chief
Financial Officer and was appointed Chief Executive
Officer in March 2016. Michael has been integral in
developing and implementing NZME’s strategy to
establish new revenue streams and retain revenue
in its traditional media brands and mastheads.
Prior to joining NZME, Michael was the Chief
Financial Officer of TOWER Limited. While at
TOWER, Michael oversaw the investment operations,
Pacific Islands operations and earthquake recovery
programme and managed the divestment of the
life insurance, health insurance and investment
management businesses.
Michael has also held senior management roles
in major telecommunications and technology
companies, including TelstraClear and Clear
Communications and in 2014, he was named
‘CFO of the Year’ at the New Zealand CFO Awards.
Michael is a Chartered Accountant and graduate
of the Executive Development program at Wharton
Business School.
David Mackrell
Chief Financial Officer
David was appointed CFO of NZME in March 2019,
joining NZME from his previous position as CFO
of Heartland Bank. David is a highly experienced
finance professional who holds a Bachelor of
Management Studies (Hons) majoring in both
Finance and Accounting.
David started his professional career at Ernst & Young
as an Auditor before joining Air New Zealand in 1992
where, during twenty five years with the airline,
he held a number of senior financial and commercial
roles, including Deputy Chief Financial Officer.
Laura Maxwell
Chief Digital Officer
Laura 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. Laura was appointed Chief
Digital Officer in September 2017. Prior to joining
the NZME group, Laura held the position of General
Manager/Director for Yahoo! New Zealand. Laura
has over 25 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 the immediate past
Chair of the Interactive Advertising Bureau and a
current Board member.
Matt Headland
Chief Commercial Officer
Matt joined NZME as Head of Agency Sales in August
2016 and in September 2017 he was appointed Chief
Commercial Officer. During his time at NZME Matt has
restructured and revitalised the commercial team.
Prior to joining the NZME group, Matt held the
position of Director of National Direct Sales TV,
Radio and Digital at MediaWorks New Zealand.
Matt has over 20 years of experience in media,
entertainment and advertising industries, where
he has lead change and revenue growth across
multiple businesses, including as Country Manager
EMI Music New Zealand, NZ Sales Manager MTV
Networks, and Head of Marketing EMI New Zealand.
He is also Chair of The Radio Bureau Board.
C
D
THE NZME
EXECUTIVE
TEAM
A
B
Page 24

AB
C
D
Page 25

E
F
H
G
I
THE NZME
EXECUTIVE
TEAM
Page 26

Shayne Currie
Managing Editor
Shayne has been a journalist for 30 years and in
senior newsroom leadership roles for more than
two decades – overseeing major and innovative
newsroom changes across New Zealand. As NZME
managing editor, Shayne leads a team of more
than 300 editoral staff and broadcasters from the
New Zealand Herald, NewstalkZB and Radio Sport,
as well as NZME’s five regional daily newspapers
and more than 20 community titles.
A former editor of the New Zealand Herald and
Herald on Sunday, Shayne has helped lead major
editorial initiatives including the launch of the Herald
on Sunday in 2004 and the New Zealand Herald’s
move to compact format in 2012. He is NZME’s first
managing editor, overseeing since 2015, the unique
mix of digital, print, audio and visual storytelling.
Shayne has worked in newsrooms across New Zealand
and in New York, and in 2016 he was awarded the
Wolfson Scholarship 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 and 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.








Matthew Wilson
Chief Operations Officer
Matthew has lead NZME’s operational teams for
two years. 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 through
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.
Katie Mills
Chief Marketing Officer
Prior to joining NZME in December 2018 as Chief
Marketing Officer, Katie was the Group Marketing
Director at Aspire2 Group Limited and was
previously General Manager (Global) Marketing &
Communications at Opus International Consultants.
Katie also spent 15 years at MediaWorks in senior
leadership roles including Head of Marketing,
successfully developing and delivering marketing
and brand strategies for a portfolio of radio, digital,
event and television ventures.
Allison Whitney
General Counsel & Company Secretary
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.
E
F
G
I
H
Page 27

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 strong
governance framework and therefore complies
with the recommendations of the NZX Code (unless
specifically stated otherwise). The corporate
governance policies referred to in this section
reflect the Group’s governance framework as at
31 December 2018 (unless otherwise stated) and
are available on the Company’s website:
www.nzme.co.nz/corporate governance.
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. The Code of
Conduct & Ethics comprises certain fundamental
principles and demonstrates the high standards of
conduct expected of us. 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 provides
training on the Code of Conduct & Ethics in the
form of a video series on the key points relevant
to employees.
The Company also has an Editorial Code of Ethics
highlighting that our principal responsibilities are
to the community and the truth and our 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 are
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 return 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.
CORPORATE GOVERNANCE
Page 28

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 23 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 fulfill 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 and the
Company supports their development.
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 directors and officers insurance contract
premiums was $261,935 in 2018.
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 29

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 is currently operating in accordance
with, and applying the principles of its Diversity
Policy. Also refer to the People section on page
16 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
.
As at
BoardOfficers
A
MaleFemaleMaleFemale
31 December 20182354
31 December 20172163
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 three standing Committees, the
Audit & Risk Committee, the Governance &
Remuneration Committee and the Corporate Social
Responsibility Committee, to assist in carrying out
its responsibilities. The Committees operate under
Board approved charters, with the exception of
the Corporate Social Responsibility Committee,
for which the Board intends to adopt a charter
at the April 2019 Board meeting. 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 separate Health & Safety Committee as
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 an NZME
Takeover Response Manual (not publicly available) as
recommended by Recommendation 3.6 of the NZX
Code (adopted 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.

CORPORATE GOVERNANCE
CONTINUED
(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.
Page 30

For the year ended 31 December 2018, directors
Barbara Chapman and David Gibson 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.
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 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 NZX. For further information, refer to
the Committee’s charter available on the Company’s
website. For the year ended 31 December 2018,
directors Peter Cullinane and Sussan Turner were
members of the Governance & Remuneration
Committee and it was chaired by David Gibson.
Employees and external parties may attend meetings
of the Governance & Remuneration Committee at
the invitation of the Governance & Remuneration
Committee.
Corporate Social Responsibility Committee
The Corporate Social Responsibility (“CSR”)
Committee was established in 2018 and assists the
Board of Directors in fulfilling its corporate social
responsibilities, including objective setting and
strategy, and ensuring NZME policies and practices are
consistent with its CSR strategy. For the year ended
31 December 2018, directors Peter Cullinane and
Sussan Turner were members of the CSR Committee
and it was chaired by Barbara Chapman. Employees
and external parties may attend meetings of the CSR
Committee at the invitation of the CSR 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
Page 31

Constitution
The Company’s constitution (“Constitution”)
is filed on the Companies Office website
(http://www.companies.govt.nz/co/1181195).
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.
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 2018 are set out on
pages 44 to 101 of the Annual Report. Also refer
to the reports from the Chair and the CEO in this
Annual Report and the NZME Full Year 2018 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 priorities for 2019 is included on page
8 and 9 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 the information referred to above.
We intend to continue to enhance our non-financial
reporting initiatives.
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.
The Governance & Remuneration Committee
is also responsible for reviewing the remuneration
of the 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
Page 32

Directors’ Remuneration
The fees paid to each director depends on the duties of the director, including committee work.
Current fees per annum are as follows:
Fees ($)
Chair of the NZME Board150,000
Membership of the NZME Board100,000
Chair of NZME Board Committees20,000
Membership of NZME Board Committees10,000
FEES PAID FOR THE YEAR ENDED 31 DECEMBER 2018 (IN $)
Date appointed
Date
resigned
/ retired
Chair
of the
Board
Board
Member
Committee
Chair
Committee
Member
Total
A
Peter Cullinane24 June 2016N/A150,0003,97517,500
171,475
Carol Campbell24 June 2016N/A100,00020,0004,753
124,753
David Gibson8 December 2017N/A100,00016,02512,500
128,525
Barbara Chapman18 April 2018N/A70,20110,0005,000
85,201
Sussan Turner16 July 2018N/A46,0509,210
55,260
Total fees paid
565,215
(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.
As at 31 December 2018 NZME Limited had the following committees:
CommitteesChairMembers
NZME BoardPeter CullinaneCarol Campbell, David Gibson,
Barbara Chapman, Sussan Turner
Governance & RemunerationDavid GibsonPeter Cullinane, Sussan Turner
Audit & RiskCarol CampbellDavid Gibson, Barbara Chapman
Corporate Social ResponsibilityBarbara ChapmanPeter Cullinane, Sussan Turner
Page 33

Board & Committee Attendance 1 January 2018 to 31 December 2018
Director BoardAudit & Risk
Governance &
Remuneration
Corporate Social
Responsibility
Peter Cullinane7 of 71 of 15 of 51 of 1
Carol Campbell7 of 74 of 43 of 3N/A
David Gibson7 of 74 of 45 of 5N/A
Barbara Chapman5 of 5*3 of 3*N/A1 of 1
Sussan Turner3 of 4*N/A2 of 2*1 of 1
*Barbara Chapman was appointed as a director on 18 April 2018 and Sussan Turner was appointed 16 July 2018.
Figures reflect the meetings the director was eligible to attend.
Chief Executive Officer’s Remuneration
Salary
A
Bonus
B
Benefits
C
Total
Michael Boggs856,202432,02338,647
1,326,871
(A) Salary includes normal basic salary and paid leave. (B) Bonus payments are those paid during the relevant accounting period
and excludes any bonus accrual not yet paid. (C) Benefits relate to company contributions for KiwiSaver.
Chief Executive Officer’s Remuneration
Michael Boggs held 141,167 shares in the company as
at 31 December 2018 and earned $11,293 in dividends
paid by the company on shares held by him during
the year. In addition to the remuneration disclosed
above as at 19 February 2019, 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. Under the 2017
TIP the participants will be entitled to additional
shares (not reflected in the rights above) or a
cash payment when the rights are exercised (on
31 December 2020) for any dividends forgone
during the period 1 January 2018 to 31 December
2020. No Bonus payments have been made in 2019
for the 2018 year, reflecting the lower financial
performance of the Group during the period.
The Bonus above reflects payments in 2018, based on
2017 performance.
Directors of Subsidiary Companies
As at 31 December 2018, Michael Boggs (CEO) and
Sarah Judkins (Chief Strategy Officer & Interim Chief
Financial Officer – resigned in March 2019) were
directors of the wholly owned subsidiaries listed in
Note 6.1 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 2018. Michael Boggs, Sarah
Judkins and Laura Maxwell (Chief Digital Officer) were
directors of the subsidiary OneRoof Limited, in which
an 80% interest was held, listed in Note 6.1 of the
Consolidated Financial Statements. Other than Mark
O’Sullivan who received $8,642 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,
Sarah Judkins and Laura Maxwell receive remuneration
as employees of the Company which are not related to
their duties as directors of these companies.
CORPORATE GOVERNANCE
CONTINUED
Page 34

Directors of Associates, Joint Ventures and Joint Operations
Associates, joint ventures and joint operations are listed in Note 6.2 of the Consolidated Financial Statements.
As at 31 December 2018 the following roles were held:
Associates, Joint Ventures
and Joint Operations
Officer
A
Designation
New Zealand Press Association LimitedMichael Boggs
Shayne Currie
Director
Director
The Newspaper Publishers Association
of New Zealand Incorporated
Michael Boggs
Shayne Currie
Member – Board of control
Member – Board of control
Chinese New Zealand Herald LimitedSarah Judkins, Laura MaxwellDirector
Restaurant Hub LimitedSarah Judkins, Laura MaxwellDirector
Eveve New Zealand LimitedSarah Judkins, Laura MaxwellDirector
KPEX LimitedSarah JudkinsDirector
Ratebroker LimitedMichael BoggsDirector (resigned 14 February 2019)
The Radio Bureau
(unincorporated joint venture)
Matt Headland, Paul Hancox,
Fiona Hamilton
Representative – Board
Herald FoundationMichael Boggs, Matt Wilson,
Allison Whitney, Chris Jagusch
Trustee
Radio Broadcasters Association
Incorporated
Dean BuchananMember – Board
The Wairoa Star LimitedChristopher JaguschDirector
(A) The Officers did not receive any fees or other benefit for their services as directors to any of these associates, joint ventures and joint
operations, however NZME employees do receive remuneration as employees of the Company which are not related to their duties as
directors of these companies.
Page 35

Employee Remuneration
The Group paid remuneration including benefits in excess of $100,000 to employees (other than directors)
during the year ended 31 December 2018. The salary banding for these employees are disclosed in the
following table (bands with zero number of employees have been excluded):
Remuneration AmountEmployeesRemuneration AmountEmployees
$100,000 - $110,00072$300,001 - $310,0001
$110,001 - $120,00070$310,001 - $320,0001
$120,001 - $130,00058$320,001 - $330,0005
$130,001 - $140,00049$330,001 - $340,0003
$140,001 - $150,00031$340,001 - $350,0003
$150,001 - $160,00026$350,001 - $360,0004
$160,001 - $170,00015$370,001 - $380,0001
$170,001 - $180,00016$380,001 - $390,0001
$180,001 - $190,00012$390,001 - $400,0002
$190,001 - $200,0005$400,001 - $410,0002
$200,001 - $210,0005$420,001 - $430,0001
$210,001 - $220,0008$430,001 - $440,0002
$220,001 - $230,0006$440,001 - $450,0001
$240,001 - $250,0003$470,001 - $480,0001
$250,001 - $260,0006$610,001 - $620,0002
$260,001 - $270,0008$640,001 - $650,0001
$270,001 - $280,0003$1,320,001 - $1,330,0001
$280,001 - $290,0004
$290,001 - $300,0003
Total number of employees that were paid remuneration of $100,000+432
The remuneration above includes all remuneration paid to permanent employees, including fixed
remuneration, employer KiwiSaver contributions, medical aid contributions, bonuses, commission,
settlements and redundancies.
No Bonus payments have been made in 2019 for the 2018 year, reflecting the lower financial performance
of the Group during the period.
CORPORATE GOVERNANCE
CONTINUED
Page 36

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 practice 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 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, 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 who is
responsible for providing guidance where required
and developing tools, templates and policies that
facilitate the identification, management and
reporting of risk and supports 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.
Page 37

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.
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 Board on the appropriateness of NZME’s
Risk Management Framework and Guidelines. The
NZME Head of Risk & Compliance reports to the
NZME Risk Committee, Chief Financial Officer and
the Audit & Risk Committee on the 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 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 2018, areas of
focus included dealing with risks relating to fatigue,
wellbeing, traffic management and public exposure.
Health & Safety advice and direction are overseen by
the Culture and Performance team and a contracted
Health & 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
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. Health &
Safety training forms part of induction and ongoing
training schedules to ensure awareness 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 throughout 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 2018.
CORPORATE GOVERNANCE
CONTINUED
Page 38

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 2018, 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 21 June 2018.
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, ad hoc assignments, investigations
by Risk & Compliance and a structured internal audit
programme executed by external firms.
Any reporting from external parties is 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
a General Manager Corporate Finance & Investor
Relations 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 39

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
Carol CampbellKiwibank Limited Director
Chubb Insurance New Zealand LimitedDirector
Nica Consulting LimitedDirector
David GibsonDiocesan School for GirlsTrustee
Barbara ChapmanGenesis Energy LimitedChair
The New Zealand InitiativeDirector
Fletcher Building LimitedDirector
IAG New Zealand LimitedDirector
New Zealand Rainbow Tick
Excellence Awards
Patron
Reserve Bank Act Review PanelMember
Prime Minister’s Business Advisory CouncilMember
Sussan TurnerAspire2Group LimitedDirector, CEO and shareholder
Organic initiative LimitedCo-Chair and shareholder
Waitemata District Health Board
Well Foundation
Trustee
Auckland University of Technology (AUT)Pro Chancellor
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.
OTHER STATUTORY
INFORMATION
Page 40

DIRECTORS’ INTEREST IN NZME SHARES
Ordinary shares held by directors and parties associated with them are as follows:
31 December 2018Number
Peter Cullinane68,286
Carol Campbell50,000
Barbara Chapman50,000
David Gibson50,000
SHARE DEALING BY DIRECTORS
Details of individual directors’ share dealings as entered in the Interests Register of the Company under
section 148(2) of the Companies Act 1993 during the year ended 31 December 2018 are as follows (all dealings
are in ordinary shares):
DirectorDate
Nature of relevant
interest
Acquisition/
disposal
No. of sharesConsideration
David Gibson14 June 2018
Legal and
beneficial holder
Acquisition50,000$42,741.05
Barbara Chapman31 August 2018
Legal and
beneficial holder
Acquisition50,000$32,890.32
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
Auscap Asset Management Limited30/10/201837,722,98019.25
Renaissance Smaller Companies
Pty Limited
7/09/201824,298,82912.40
Forager Funds Management Pty Limited19/09/201712,408,4866.33
The total number of ordinary shares issued by the Company as at 31 December 2018 was 196,011,282.
The Company did not have any other quoted voting products.
Page 41

Top 20 shareholders
As at 22 February 2019
Number of shares held% of shares held
Citicorp Nominees Pty Limited52,737,531 26.91
J P Morgan Nominees Australia Limited28,870,411 14.73
New Zealand Central Securities Depository Limited26,768,593 13.66
HSBC Custody Nominees (Australia) Limited20,311,40510.36
National Nominees Limited9,914,3075.06
Walling Pty Limited7,000,0003.57
Forsyth Barr Custodians Limited4,020,5582.05
Pax Pasha Pty Limited1,784,406 0.91
UBS Nominees Pty Limited1,294,9050.66
Xu Li & Zhen Zhen1,084,1780.55
Cs Third Nominees Pty Limited899,8550.46
FNZ Custodians Limited862,412 0.44
HSBC Custody Nominees (Australia) Limited Gsco Eca791,1420.40
Goolestan Dinshaw Katrak700,000 0.36
Rudie Pty Limited698,427 0.36
ASB Nominees Limited644,2500.33
Bnp Paribas Nominees Pty Limited636,681 0.32
Howard Cedric Zingel627, 2920.32
Australian Executor Trustees Limited530,281 0.27
Investment Custodial Services Limited500,0000.26
Peter George Wright500,0000.26
OTHER STATUTORY
INFORMATION
CONTINUED
Page 42

Spread of Quoted Security Holders
As at 31 December 2018
Range of Securities Held
Number of
Investors
% of Total
Investors
Shares Held% of Shares Issued
1 to 1,0003,66562.77 981,578 0.50
1,001 to 5,0001,19320.43 2,867,885 1.46
5,001 to 10,0003726.37 2,844,1601.45
10,001 to 50,0004657.9 6 11,343,024 5.79
50,001 to 100,000661.134,806,7372.45
Greater than 100,000781.34 173,167,898 88.35
To t a l5,839100196,011,282100
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 $841 during the year ended 31 December 2018. In addition, the Group provided in excess of $2.5 million of
donated media placement to a range of charities.
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 2018, 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 2018, none of the directors
were appointed pursuant to Rule 3.3.8.
Page 43

CONSOLIDATED
FINANCIAL
STATEMENTS

NZME Limited
FOR THE YEAR ENDED 31 DECEMBER 2018
Page 44

Page 45

Directors’ Statement 47
Consolidated Income Statement 48
Consolidated Statement of Comprehensive Income 49
Consolidated Balance Sheet 50
Consolidated Statement of Changes in Equity 51
Consolidated Statement of Cash Flows 52
Notes to the Consolidated Financial Statements*
Basis of Preparation 53
Group Performance 56
Operating Assets & Liabilities 66
Capital Management 76
Taxation 92
Group Structure and Investments in Other Entities 95
Other Notes 100
Independent Auditor’s Report 102
* 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 53 to 55.
CONTENTS
Consolidated Financial Statements
for the year ended 31 December 2018
Page 46

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 2018, 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 2018 and the results of the Group’s
operations and cash flows for the year.
The consolidated financial statements for the Group as presented on pages
48 to 101 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
DIRECTORS’
STATEMENT
Peter Cullinane Carol Campbell
Director Director

Date: 18 February 2019
Page 47

Note
2018
$’000
2017
$’000
Revenue2.1
388,269
390,688
Finance and other income2.1
769
926
Total revenue and other income
2.1
389,038
391,614
Expenses from operations before finance costs, depreciation,
amortisation
2.2.1
(343,459)
(332,839)
Depreciation & amortisation2.2.2
(24,555)
(24,946)
Finance costs2.2.3
(4,636)
(4,497)
Profit / (loss) from continuing operations before income tax expense16,388
29,332
Income tax expense5.1
(4,816)
(8,447)
Profit for the year11,572
20,885
Profit for the year is attributable to:
Owners of the Company
11,735
20,885
Non-controlling interests
(163)
-
Profit for the year11,572
20,885
Cents
Cents
Earnings per share attributable to the ordinary shareholders
of the Company
Basic / diluted earnings per share2.3
6.0 10.7
The above Consolidated Income Statement should be read in conjunction with the accompanying notes.
CONSOLIDATED INCOME STATEMENT
for the year ended 31 December 2018
Page 48

Note
2018
$’000
2017
$’000
Profit for the year11,572
20,885
Other comprehensive income
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations4.2
32
(15)
Items that will not be reclassified to profit or loss
Exchange and other differences applicable to non-controlling interests
-
-
Other comprehensive income, net of tax32
(15)
Total comprehensive income11,604
20,870
Total comprehensive income attributable to:
Owners of the Company
11,767
20,870
Non-controlling interests
(163)
-
11,604
20,870
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the
accompanying notes.
C O N S O LI DATE D S TATE M E NT
OF COMPREHENSIVE INCOME
for the year ended 31 December 2018
Page 49

Note
2018
$’000
2017
$’000
Current assets
Cash and cash equivalents4.7
11,717
9,570
Trade and other receivables3.3
58,694
55,323
Inventories
1,866
1,926
Tax receivable
898
-
Total current assets73,175
66,819
Non-current assets
Intangible assets3.1
329,911
330,553
Property, plant and equipment3.2
47,14 5
56,031
Capital work in progress3.2.1
8,758
8,694
Other financial assets6.3.2
3,788
5,988
Total non-current assets389,602
401,266
Total assets462,777
468,085
Current liabilities
Trade and other payables3.4
52,036
56,894
Current tax provision
-
7,567
Total current liabilities52,036
64,461
Non-current liabilities
Trade and other payables3.4
13,665
13,565
Interest bearing liabilities4.5
109,992
99,788
Deferred tax liabilities5.2
448
1,239
Total non-current liabilities124,105
114,592
Total liabilities176,141
179,053
Net assets286,636
289,032
Equity
Share capital4.1
360,363
360,363
Reserves4.2
2,998
2,385
Retained earnings
(77,662)
(73,716)
Total Company interest285,699
289,032
Non-controlling interests937
-
Total equity286,636
289,032
The above Consolidated Balance Sheet should be read in conjunction with the accompanying notes.
CONSOLIDATED BALANCE SHEET
as at 31 December 2018
Page 50

Attributable to owners of the company
Note
Share
capital
$’000
Reserves
$’000
Retained
earnings
$’000
To t a l
$’000
Non-
controlling
interests
$’000
To t a l
Equity
$’000
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 paid--(18,622)
(18,622)
-
(18,622)
Supplementary dividends paid--(2,785)
(2,785)
-
(2,785)
Tax credit on supplementary
dividends
--2,785
2,785
-
2,785
Transfer from transactions 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
Balance at 1 January 2018
360,3632,385(73,716)
289,032
-
289,032
Profit for the year--11,735
11,735
(163)
11,572
Other comprehensive income -32-
32
-
32
Total comprehensive income
-3211,735
11,767
(163)
11,604
Dividends paid--(15,681)
(15,681)
-
(15,681)
Supplementary dividends paid--(1,864)
(1,864)
-
(1,864)
Tax credit on supplementary
dividends
--1,864
1,864
-
1,864
Share based payments expense4.2-581-
581
-
581
Equity transactions with
non-controlling interests
---
-
1,100
1,100
Balance at 31 December 2018
360,3632,998( 7 7,6 62)
285,699
937
286,636
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying
notes.
C O N S O LI DATE D S TATE M E NT
OF CHANGES IN EQUITY
for the year ended 31 December 2018
Page 51

CONSOLIDATED STATEMENT
OF CASH FLOWS
for the year ended 31 December 2018
Note
2018
$’000
2017
$’000
Cash flows from operating activities
Receipts from customers
378,082
3 87, 2 28
Payments to suppliers and employees
(338,289)
(336,626)
Dividends received
143
128
Interest received
80
139
Interest paid
(4,096)
(5,804)
Income taxes paid
(14,078)
(5,610)
Net cash inflows / (outflows) from operating activities
4.7
21,842
39,455
Cash flows from investing activities
Payments for property, plant and equipment
(6,000)
(4,881)
Payments for intangible assets including software
(8,080)
(10,165)
Proceeds from sale of property, plant and equipment
30
27
Payments for investment in other entities
(49)
-
Net cash inflows / (outflows) from investing activities(14,099)
(15,019)
Cash flows from financing activities
Proceeds from borrowings
107,400
84,000
Repayments of borrowings
(96,900)
(96,486)
Payments for borrowing cost
(415)
-
Dividends paid to Company's shareholders
(15,681)
(18,622)
Net cash inflows / (outflows) from financing activities(5,596)
(31,108)
Net increase / (decrease) in cash and cash equivalents
2 ,147
(6,672)
Cash and cash equivalents at beginning of the year
9,570
16,242
Cash and cash equivalents at end of the year
4.7
11,717
9,570
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
Page 52

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 18 February 2019.
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 to ensure consistency with current year disclosures
and 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 the exception of receivables and payables, which include GST invoiced.
In the statement of cash flows, receipts from customers and payments to suppliers are shown exclusive of GST.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
1.0 BASIS OF PREPARATION
Page 53

1.3 SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS
The preparation of the consolidated financial statements requires the use of certain significant judgments,
accounting estimates and assumptions, including judgments, 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
actual results and are reviewed on an ongoing basis. A list of those areas of significant estimation or judgment
and a reference to the notes containing further information is provided below:
Areas of significant accounting estimates or judgmentsNote
Impact of Performance Rights on earnings per share2.3
Determination of the number of reportable segments2.4.1
Intangible assets with indefinite useful lives3.1
Assumptions used in testing for impairment of indefinite life intangible assets3.1.1
1.4 SIGNIFICANT CHANGES
1.4.1 Proposed Merger with Stuff Limited
On 25 September 2018 the Court of Appeal upheld the High Court’s decision to decline the proposed
merger of NZME Limited and Stuff Limited.
On 24 October 2018 the Company announced that it would not appeal the Court of Appeal’s decision.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Page 54

1.5 NEW STANDARDS AND INTERPRETATIONS ADOPTED IN THE CURRENT PERIOD
The Group adopted NZ IFRS 15
Revenue from Contracts with Customers for the first time on 1 January 2018.
The Group applied NZ IFRS 15 retrospectively with the cumulative effect of applying the standard for the first
time recognised at the date of initial application (1 January 2018). Comparative figures for the period ended
31 December 2017 have therefore not been restated. The Group did not identify any significant changes in
the timing of revenue recognition as a result of the adoption of NZ IFRS 15 and accordingly there was no
adjustment for the cumulative effect against opening retained earnings at 1 January 2018. The Group did,
however, identify instances resulting in revenue relating to certain types of contracts being recognised at the
gross amount that have been presented at an amount net of related expenses historically. This resulted in an
increase in both revenue and expenses, with no impact on net profit. Refer to note 2.1.1 for further information
on the impact of the adoption of NZ IFRS 15 on the period ended 31 December 2018.
1.6 STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE
NZ IFRS 16
Leases replaces NZ IAS 17 and is effective for the period 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. Work has been undertaken to review all of the lease commitments of NZME to determine the impact
NZ IFRS 16 will have on EBITDA. Currently we believe that the Group EBITDA will increase by between
$16 million to $18 million when the standard is adopted as the leased assets are transferred to the balance
sheet and interest and depreciation replaces the current operating lease expense.
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
Page 55

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
2.0 GROUP PERFORMANCE
2.1 DISAGGREGATION OF REVENUE AND OTHER INCOME
Print
$’000
Radio &
Experiential
$’000
Digital &
e-Commerce
$’000
To t a l
$’000
For the year ended 31 December 2018
Advertising114,159107,6 1358,932
280,704
Circulation & subscription81,498--
81,498
External printing & distribution8,805--
8,805
Other7,1375,6891,022
13,848
Segment revenue from integrated media and
entertainment activities
211,599113,30259,954
384,855
Shared services centre
3,414
Total revenues from external customers388,269
Dividends
143
Rental income from sub-leases
516
Gain on disposal of property, plant and equipment
30
Other income689
Finance income
80
Total finance and other income769
Total revenue and other income 389,038
Print
$’000
Radio &
Experiential
$’000
Digital &
e-Commerce
$’000
To t a l
$’000
For the year ended 31 December 2017
Advertising121,012105,03756,048
282,097
Circulation & subscription83,263--
83,263
External printing & distribution9,571--
9,571
Other7,4735,034279
12,786
Segment revenue from integrated media and
entertainment activities
221,319110,07156,327
3 87,7 17
Shared services centre
2,971
Total revenues from external customers390,688
Dividends
128
Rental income from sub-leases
632
Gain on disposal of property, plant and equipment
27
Other income787
Finance income
139
Total finance and other income926
Total revenue and other income 391,614
Page 56

2.1.1 Impact of NZ IFRS 15 adoption
As discussed in Note 1.5, the Group adopted NZ IFRS 15
Revenue from Contracts with Customers for the first
time on 1 January 2018. Although the Group did not identify any significant changes in the timing of revenue
recognition as a result of the adoption of NZ IFRS 15, following a detailed analysis of the agency vs principal
rules and changes to the requirements relating to non-cash consideration (particularly as they relate to
barter transactions), the Group identified instances where revenue is now recognised at the gross amount
and not net of the related expense as it would previously have been reported. This results in an increase in
both revenue and expenses, with no impact on net profit. The table below shows the amount by which each
financial statement line item is affected in the current year by NZ IFRS 15 as compared to NZ IAS 18 and the
related interpretations that were in effect before the change.
NZ IAS 18
$’000
Adjustment
$’000
NZ IFRS 15
$’000
For the year ended 31 December 2018
Revenue381,8076,462
388,269
Finance and other income769-
769
Total revenue and other income
382,5766,462
389,038
Expenses from operations before finance costs, depreciation,
amortisation
(336,997)(6,462)
(343,459)
Depreciation & amortisation(24,555)
-
(24,555)
Finance costs(4,636)
-
(4,636)
Profit before income tax expense
16,388-
16,388
Accounting policies
Given that NZ IFRS 15 was adopted at 1 January 2018, the Group applies the following accounting
policies in relation to revenue:
Advertising
The Group operates an integrated media and entertainment business and contracts with customers
to provide advertising on multiple platforms consisting of a series of distinct services that are
substantially the same. Advertising is often bundled to include print, radio and/or digital components.
In most cases each component of the bundle is treated as a distinct performance obligation and the
transaction price is allocated on a relative stand-alone selling price basis. Experiential campaigns
are a type of bundling focused on providing an experience utilising a mix of traditional advertising
mediums with bespoke elements like competitions, product sampling, street performances etc.
These activities are highly integrated and inter-dependent and are therefore a single performance
obligation with revenue recognised over the period of the campaign. These campaigns often include
elements that are provided by external parties and the Group acts as the principal in those instances.
These campaigns are typically run over a short period of time and are typically completed and
billed for in the same reporting or billing period. Where the Group provides advertising for non-cash
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Page 57

consideration, revenue is recognised at the fair value of the consideration received, unless the Group
cannot reasonably estimate the fair value of the non-cash consideration; in which case revenue is
recognised by reference to the stand-alone selling price of the advertising promised to the customer.
When advertising is exchanged for advertising, revenue is recognised on a gross basis as set out
above.
Subscriptions
The Group enters into contracts with customers to deliver a specified publication on specified
days. The performance obligation is satisfied, and revenue is recognised, when the publication
is delivered.
Circulation
The Group enters into contracts with customers to deliver specified publications on specified
days which the customer will on-sell to the public. The performance obligation is satisfied when the
publication is delivered. Certain customers have a right to return any unsold publications which
is treated as variable consideration. Customers are required to report unsold publications using an
online system on a weekly basis. The Group therefore includes in the transaction price an estimate
of the unsold publications using the most likely amount method based on the weekly reporting from
customers to the extent that it is highly probable that a significant reversal in the amount of cumulative
revenue recognised will not occur when the uncertainty associated with the variable consideration is
subsequently resolved.
External printing and distribution
The Group enters into contracts with customers to print their publications and, in certain cases,
distribute those publications on their behalf; including maintaining a distribution network. The
printing, delivery and maintenance of a distribution network are distinct performance obligations.
The performance obligation to print a publication is satisfied when those publications are printed.
Similarly, the performance obligation to deliver a publication is satisfied when it is delivered. The
performance obligation to maintain a distribution network is a service that is largely the same on a
monthly basis and is satisfied, and revenue recognised, in equal increments over the billing period.
e-Commerce (GrabOne)
The Group acts as an agent for merchants selling their products or services to the public using the
GrabOne platform. The Group does not control the product or service before it is transferred to the
purchaser. Revenue is recognised in the amount of any fees or commissions the Group expects to
be entitled to in exchange for arranging for the product or service to be provided by the merchant.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Page 58

Shared services centre
The Group provides back-office support services to customers. Revenue is therefore recognised
in equal increments over the billing period.
Deferred revenue
When a customer pays for goods or services in advance, the Group recognises a Deferred Revenue
liability which is reduced, and revenue recognised, as the Group satisfies each distinct performance
obligation.
Significant financing component
The Group does not expect, at contract inception, that the period between transferring the promised
goods or services from contracts with customers and when the customer pays for those goods and
services to be more than one year. The Group applies the practical expedient in NZ IFRS 15 to not
adjust the promised amount of consideration it expects to receive for those goods or services for
the effects of a significant financing component.
Incremental cost of obtaining a contract
The Group applies the practical expedient in NZ IFRS 15 to recognise the incremental cost of obtaining
a contract (such as commission) when incurred if the amortisation period is one year or less. If material,
the Group will recognise an asset for any incremental cost of obtaining a contract with a customer if the
Group expects to recover those costs and the amortisation period is expected to be more than one year.
Those costs will be amortised on a systematic basis that is consistent with the transfer of the good or
service to which the asset relates.
Costs to fulfil a contract
If the costs incurred in fulfilling a contract with a customer are material and not within the scope of
another standard, the Group recognises an asset from the costs incurred if all of the following criteria
are met:
• The costs relate directly to the contract;
• The costs generate or enhance resources that the Group will use to satisfy the performance
obligations in that contract; and
• The costs are expected to be recovered.
Those costs will be amortised on a systematic basis that is consistent with the transfer of the goods
or services promised in that contract.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Page 59

2.2 EXPENSES
2018
$’000
2017
$’000
2.2.1 Expenses from operations before finance costs, depreciation,
amortisation
Employee benefits expense
154,509
157,3 50
Production and distribution expense
72,997
75,045
Selling and marketing expense
52,728
47,56 9
Rental and occupancy expense
22,023
21,986
Costs in relation to one-off projects
1,632
2,970
Redundancies and associated costs
5,289
4,314
Asset write-downs and business closures
89
275
Impairment of financial asset
2,249
-
Repairs and maintenance costs
7, 5 41
6,973
Travel and entertainment costs
4,007
4,180
Other
20,395
12,177
Total expenses from operations before finance costs, depreciation, amortisation343,459
332,839
2.2.2 Depreciation & amortisation
Depreciation
14,664
15,559
Amortisation
9,891
9,387
Total depreciation & amortisation24,555
24,946
2.2.3 Finance costs
Interest and finance charges – other entities
4,517
4,391
Borrowing cost amortisation
119
106
Total finance costs4,636
4,497
2.2.4 Fees paid to auditors
Fees paid to the Group’s auditors, PricewaterhouseCoopers, consist of:
Audit or review of financial statements
A
383
368
Other services
Other assurance services
B
22
51
Tax services
C
71
109
Other services
D
26
125
Total other services119
285
Total fees paid to auditors502
653
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Page 60

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.
D
Includes Treasury advisory services in 2018 and due diligence and advisory services relating
to the proposed merger with Stuff Limited in 2017.
2.3 EARNINGS PER SHARE
Significant judgment: 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.
2018
$’000
2017
$’000
Reconciliation of earnings used in calculating basic / diluted earnings
per share (“EPS”)
Profit attributable to owners of the parent entity
11,735
20,885
Profit attributable to owners of the parent entity used in calculating EPS11,735
20,885
2018
Number
2017
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
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Page 61

2018
Cents
2017
Cents
Basic / diluted earnings per share
Attributable to owners of the parent entity
6.0
10.7
Total basic / diluted earnings per share attributable to owners of the parent entity6.0
10.7
Accounting policies
Basic earnings per share
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
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 2018 (2017: nil))
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Page 62

2.4 SEGMENT INFORMATION
2.4.1 Determination and description of segments
Significant judgments: 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.
Integrated Media and Entertainment incorporates the sale of advertising, goods and services generated
from the audiences attached to the Group’s media platforms.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Page 63

2.4.2 Segment revenues and results
The segment information provided to the Directors and Executive Team for the year ended 31 December 2018
is as follows:
2018
$’000
2017
$’000
Revenues from external customers by channel
Print
211,599
221,319
Radio & Experiential
113,302
110,071
Digital & e-Commerce
59,954
56,327
Segment revenue from integrated media and entertainment activities384,855
3 87,7 17
Revenue from shared services centre
3,414
2,971
Total revenues from external customers388,269
390,688
Dividend income
143
128
Rental income from sub-leases
516
632
Expenses from operations before finance costs, depreciation, amortisation
and exceptional items
(334,200)
(325,280)
Total Segment Adjusted EBITDA
A
54,728
66,168
Depreciation and amortisation
(24,555)
(24,946)
Interest income
80
139
Finance cost
(4,636)
(4,497)
Exceptional items
Loss on disposal of properties
B
(59)
(248)
Redundancies and associated costs
C
(5,289)
(4,314)
Costs in relation to one off projects
D
(1,632)
(2,970)
Impairment of financial asset
E
(2,249)
-
Profit / (Loss) before tax from continuing operations16,388
29,332
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Page 64

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
Loss on disposal of properties is the final adjustment on Greymouth land in 2018 and the loss
on sale of land in Ouruhia and Greymouth in 2017.
C
The redundancies and associated costs relate to the restructuring and integration of the New Zealand
operations.
D
2018 costs relate to the provision for historical pay adjustments, residual costs in relation to the
Stuff Limited merger appeal and one off project costs. 2017 costs primarily relate to external
consultants assisting with the proposed merger with Stuff Limited and the continuing integration
and co-location of NZME.
E
Impairment costs are in relation to the investment in Ratebroker (see note 6.3.2).
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.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Page 65

3.1 INTANGIBLE ASSETS
Significant judgment: 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.
Goodwill
$’000
Software
$’000
Masthead
Brands
$’000
Radio
Licences
$’000
Brands
$’000
To t a l
$’000
As at 1 January 2017
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
For the year ended 31 December 2017
Opening net book amount70,78310,870146,97642,06859,079
329,776
Additions -1,932-90-
2,022
Disposals-----
-
Amortisation-(6,434)-(2,953)-
(9,387)
Transfers from capitalised work
in progress
-8,142---
8,142
Net book value
70,78314,510146,97639,20559,079
330,553
As at 31 December 2017
Cost166,39759,384146,9767 7,5 4759,079
509,383
Accumulated amortisation and impair-
ment
(95,614)(44,874)-(38,342)-
(178,830)
Net book value
70,78314,510146,97639,20559,079
330,553
For the year ended 31 December 2018
Opening net book amount70,78314,510146,97639,20559,079
330,553
Additions -2,103---
2 ,103
Disposals-----
-
Amortisation-(6,935)-(2,956)-
(9,891)
Transfers from capitalised work
in progress
-7,14 6---
7,14 6
Net book value
70,78316,824146,97636,24959,079
329,911
As at 31 December 2018
Cost166,39768,633146,9767 7,5 4759,079
518,632
Accumulated amortisation and impair-
ment
(95,614)(51,809)-(41,298)-
(188,721)
Net book value
70,78316,824146,97636,24959,079
329,911
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
3.0 OPERATING ASSETS & LIABILITIES
Page 66

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 (refer to note 3.1.1 below).
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 the 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).
3.1.1 Year-end impairment review
Significant judgment: 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 process.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Page 67

A comprehensive impairment review was conducted at 31 December 2018. 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 impairment.
Key estimates and assumptions
20182018
20172017
Post-tax
discount rate
Long-term
growth rate
Post-tax
discount rate
Long-term
growth rate
Integrated Media and Entertainment CGU9.5%0.0%9.5%0.0%
Forecast prepared over the forecast period (2019 – 2023)
The forecasts used in impairment testing have been prepared by management for that specific
purpose. Actual results may differ materially from those forecast or implied. The forecasts are not,
and should not be read as, a forecast of, or guidance as to, the future financial performance and
earnings of the Group.
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 management expectations for this channel.
• Digital revenues, excluding sums forecasted to be received from the Digital Classifieds,
are forecast to grow in line with management expectations for this channel.
• Radio and experiential revenues are forecast to grow by between 3.0% and 5.1% each year.
• Revenue from Digital Classifieds launched in 2018 is expected to increase over time. The average
revenue forecast for the purposes of impairment assessment is $6.5 million per year over the
forecast period.
• Expenses are forecast to reduce by between 2.9% and 1.5% each year.
Based on the above assumptions the directors have not identified any impairment. The recoverable amount
of the CGU exceeds its carrying amount by $16 million.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Page 68

3.1.2 Impact of reasonably possible change in key assumptions
The forecasts used in impairment testing require assumptions and judgments about the future,
such as discount rates, long term growth rates, forecasted revenues, to which the model is sensitive
and which are inherently uncertain.
Management have identified the following reasonably possible changes to key assumptions which could
result in impairment:
• Radio revenues grow at a lower rate than expected.
• Digital Classifieds revenues grow at a lower rate than expected.
• Cost reduction is not at the forecasted level.
The following changes in the assumptions would be required to cause the recoverable amount of CGU
to be equal to its carrying amount.
• A reduction in radio revenue forecasts of 0.4% to a range between 2.6% to 4.7%.
• A reduction in the average Digital Classifieds revenue forecast to $4.6m per year over the five year
forecast period.
• Forecast cost reductions are smaller by a total of $7.5 million over the five year forecast period.
Note: the above disclosure assumes that each of the changes is in isolation and assumes that all other
factors are consistent.
The Group compares the net book value of assets with the market capitalisation value at each balance date.
The share price at 31 December 2018 was $0.50 equating to a market capitalisation of $98.0 million. This market
value excludes any control premium and may not reflect the value of 100% of NZME’s net assets. The book value
of NZME’s net assets at 31 December 2018 was $286.6 million ($1.46 per share). Management considered the
reasons for this difference, whether all relevant factors had been allowed for in their value in use model,
and engaged a third party expert to assist in validating their assessment of the recoverable amount.
Accounting policy
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and
are tested annually for impairment and at the end of each reporting period if 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
Page 69

3.2 PROPERTY, PLANT AND EQUIPMENT
Freehold
land
A
$’000
Buildings
A
$’000
Plant and
equipment
$’000
To t a l
$’000
As at 1 January 2017
Cost or fair value1,38114,562329,569
345,512
Accumulated depreciation and impairment-(2,217)(274,7 79)
(276,996)
Net book amount
1,38112,34554,790
68,516
Year ended 31 December 2017
Opening net book amount1,38112,34554,790
68,516
Additions-2733,076
3,349
Disposals(216)(8)(60)
(284)
Depreciation-(2,302)(13,257)
(15,559)
Transfers from capitalised work in progress-(29)38
9
Net book amount
1,16510,27944,587
56,031
As at 31 December 2017
Cost or fair value1,16514,764330,021
345,950
Accumulated depreciation and impairment-(4,485)(285,434)
(289,919)
Net book amount
1,16510,27944,587
56,031
Year ended 31 December 2018
Opening net book amount1,16510,27944,587
56,031
Additions-23626
649
Disposals-(89)-
(89)
Depreciation-(1,780)(12,884)
(14,664)
Transfers from capitalised work in progress-105,208
5,218
Net book amount
1,1658,44337,537
47,14 5
As at 31 December 2018
Cost or fair value1,16514,697335,602
351,464
Accumulated depreciation and impairment-(6,254)(298,065)
(304,319)
Net book amount
1,1658,44337,537
47,14 5
A
Freehold land and buildings include leasehold improvements with a net book value of $8,311,993
(2017: $9,901,993) 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 (2017: $442,270) and the net book value of buildings would
have been $327,038 (2017: $336,973). The last revaluation was performed for the year ended
31 December 2015.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Page 70

3.2.1 Capital work in progress
2018
$'000
2017
$'000
As at 1 January8,694
7,16 0
Additions
12,428
9,685
Transfers to intangible assets
( 7,14 6)
(8,142)
Transfers to property plant and equipment
(5,218)
(9)
As at 31 December8,758
8,694
Capital work in progress, which historically was included under property, plant and equipment, is transferred
to the relevant asset category once the project is completed. Capitalised work in progress is not depreciated
or amortised prior to being transferred to the relevant asset category.
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:
• Furniture and fittings • 3 to 25 years
• Buildings • 10 to 50 years
• Leasehold improvements • 2.5 to 50 years
• Motor vehicles • 5 to 10 years
• Plant & equipment • 1.5 to 25 years
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 by external independent valuers, less subsequent depreciation for buildings.
Independent valuations are performed with sufficient regularity to ensure that the carrying value
of assets is materially consistent with their fair value. 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.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Page 71

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.

3.3 TRADE AND OTHER RECEIVABLES
2018
$’000
2017
$’000
Trade receivables
48,153
44,811
Provision for impairment
(766)
(592)
47,3 87
44,219
Amounts due from related companies (note 7.1.2)
940
1,028
Other receivables and prepayments
10,367
10,076
Total current trade and other receivables58,694
55,323
Movements in the provision for impairment are as follows:
Balance at beginning of the year
592
1,042
Provision for impairment expense
566
430
Receivables written off
(392)
(880)
Provision for impairment766
592
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Page 72

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 and 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 Group 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.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Page 73

3.4 TRADE AND OTHER PAYABLES
2018
$’000
2017
$’000
Current payables
Lease liability
A
833
833
Amounts due to related companies (note 7.1.2)
359
1,194
Employee entitlements
7,73 2
7, 2 11
Trade payables and accruals
43,112
47,6 56
Total current trade and other payables52,036
56,894
Non-current payable
Lease liability
A
13,665
13,565
Total non-current trade and other payables13,665
13,565
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
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
Page 74

Employee entitlements
a) 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.
b) 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 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.
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:
2018
$’000
2017
$’000
As at 31 December
Total assets
462,777
468,085
Less intangible assets
(329,911)
(330,553)
Less total liabilities
(176,141)
(179,053)
Net tangible assets(43,275)
(41,521)
Number of shares issued (in thousands)
196,011
196,011
Net tangible assets per share (in $)($0.22)
($0.21)
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Page 75

4.2 RESERVES
2018
$’000
2017
$’000
Share based payments reserve

Balance at the beginning of the year
1,369
144
Share based payment expense

581
1,225
Balance at end of the year

1,950
1,369
Asset revaluation reserve
Balance at beginning of the year
722
722
Balance at end of year722
722
Foreign currency translation reserve
Balance at beginning of the year
294
309
Net exchange difference on translation of foreign operations
32
(15)
Balance at end of year326
294
Transactions with non-controlling interests reserve
Balance at beginning of the year
-
(6,373)
Transfer to retained earnings
-
6,373
Balance at end of year-
-
Total reserves2,998
2,385
4.1 SHARE CAPITAL
2018
Number
2017
Number
2018
$’000
2017
$’000
Authorised, issued and paid up share capital
Balance at the beginning of the year
196,011
196,011
360,363
360,363
Balance at the end of the period196,011
196,011
360,363
360,363
Accounting policy
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.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
4.0 CAPITAL MANAGEMENT
Page 76

4.3 SHARE BASED PAYMENTS
20182017
Average
price per
right (Cents)
Number
of rights
Average
price per right
(Cents)
Number
of rights
As at 1 January
0.58 2,647,644
0.58 745,301
Granted (2016 TIP)
A
- -
0.58 70,236
Granted (2017 TIP)
B
0.90 (366,508)
0.90 1,933,927
Forfeited
C
- -
0.58 (101,820)
Exercised
- -
- -
As at 31 December 0.80 2,281,136
0.81 2,647,644
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
The 2017 movement was the transfer to another category of equity as there were no non-controlling interests
in the Company at 31 December 2017.
Page 77

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 2018 to 31 December 2018, this will result in an additional 81,568 shares
being issued to the participants (2017: 96,862).
B
The number of shares granted in 2017 in respect of the 2017 TIP was an estimate based on information
available at the time the Financial Statements were prepared. In 2018 the actual shares to be granted
were determined with the sum being lower than originally calculated.
C
Two participants in the 2016 TIP departed in 2017 prior to the completion of the Service Period and
forfeited their rights under the 2016 TIP.
Share rights outstanding at the end of the year have the following expiry date and fair value at grant date:
Performance rights
Value of right
at grant date
(Cents)
2018
$’000
2017
$’000
Grant dateVesting date
20 December 201631 Dec 2017 0.58
414
414
25 September 201731 Dec 2018 0.90
1,411
1,741
As at 31 December1,825
2,155
Share based payment expense recognised
in the current period (refer to note 4.2)
581
1,225
20182017
Weighted average remaining time until rights
outstanding at the end of the period vest
12 months12 months
Weighted average remaining time until rights
outstanding at the end of the period automatically
converts to ordinary shares
21 months34 months
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Page 78

% 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%
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 2018 TIP
No TIP has been offered for the 2018 Financial Year.
4.3.3 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:
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Page 79

•
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 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 after the Board approved the TIP and the terms 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.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Page 80

• 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
It is assumed that all participating employees will remain employed with the Company until the end
of the vesting period.
4.3.4 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:
% 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%
• 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").
• 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 that performance measures are met:
Model inputs
The following is a summary of the key inputs in calculating the share-based payment expense
under the 2017 TIP:
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Page 81

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 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 after the Board approved the TIP and the terms 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.
Model inputs
The following is a summary of the key inputs in calculating the share-based payment expense
under the 2016 TIP:
• 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
It is assumed that all participating employees will remain employed with the Company until the end of the vesting period.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Page 82

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 performance period and the
service 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 21 February 2018, the Board of Directors declared a fully imputed final dividend for the year ended
31 December 2017 of 6 cents per share, paid on 3 May 2018 to registered shareholders as at 18 April 2018
(total sum paid $11,761,000). The Board of Directors also declared a supplementary dividend of 1.06 cents
per share, paid on 3 May 2018 to registered shareholders as 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 (total sum
paid $1,404,000). On 22 August 2018, the Board of Directors declared a fully imputed interim dividend of
2.0 cents per share, paid on 26 October 2018 to registered shareholders as at 16 October 2018 (total sum
paid $3,920,000). The Board of Directors also declared a supplementary dividend of 0.3529 cents per
share, paid on 26 October 2018 to registered shareholders as at 16 October 2018, to those shareholders
who are not tax residents in New Zealand and who hold less than 10% of the shares in the Company (total
sum paid $460,000). 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).
4.4.1 Dividends declared after balance date

On 18 February 2019, the Board of Directors confirmed that NZME Ltd would not be declaring a final dividend
for the 2018 financial year.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
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