Notice of Annual Shareholders’ Meeting

NZME Notice of
Annual Meeting
NZME Central iHeart Lounge, 2 Graham Street, Auckland
Wednesday 12 June 2019 at 2:00pm (NZT)

NZME NOTICE OF
ANNUAL MEETING
Dear Shareholder,
NZME Limited (NZME) invites you to join us for our Annual Shareholders’ Meeting.
The meeting will be held on Wednesday 12 June 2019 at 2:00pm (NZT) at:
NZME Central
iHeart Lounge
2 Graham Street
Auckland 1010
New Zealand
The Directors invite shareholders to join them for afternoon tea from 1:30pm.
You may also listen to the meeting and view the presentation live on the day at
http://www.nzme.co.nz/investor-relations/presentations-webcasts/
Please note this will not be interactive.
AGENDA
1. Chairperson’s Address
Peter Cullinane
2. Chief Executive Officer’s Address
Michael Boggs
3. Ordinary Resolutions
To consider and, if thought fit, to pass
the following ordinary resolutions:
Election of Director
Sussan Turner
It is hereby resolved, as an ordinary resolution,
that Sussan Turner, who joined the Board after
the last Annual Shareholders’ Meeting, be
elected as a Director of NZME.
Please see explanatory notes for
further information.
Auditor’s remuneration
It is hereby resolved, as an ordinary resolution,
that the Directors of
NZME are authorised to fix the
auditor’s remuneration.
Please see explanatory notes for
further information.

4. Special Resolution
To consider and, if thought fit, to pass
the following special resolution:
Amendment of Constitution
To amend NZME’s constitution in the form
and manner described in the explanatory
notes, with effect from the close of the Annual
Shareholders’ Meeting.
Please see explanatory notes for
further information.
5. General Business
To consider any other business that may be properly
brought before the Annual Shareholders’ Meeting.
You may send questions in advance to be addressed
on the day to companysecretary@nzme.co.nz.
On behalf of the Board
Peter Cullinane
Independent Chair

14 May 2019
3
1
2
EXPLANATORY NOTES

Election
of Director
Sussan Turner
NZME’s constitution and
the NZX Listing Rules
require Directors newly
appointed since the
most recent Annual Shareholders’ Meeting to retire
and stand for election by shareholders.
As Sussan Turner has been appointed since the most
recent Annual Shareholders’ Meeting, she is retiring
from the Board and standing for election. She has the
full support of the Board.
Having had regard to the factors described in the
NZX Corporate Governance Code that may impact
director independence, the Board considers that
Sussan Turner qualifies as an 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
for Aspire2 Ltd, one of the leading Private Tertiary
Education groups in New Zealand and passionate
about building executive teams and company cultures.
Sussan has extensive experience as a director and is
currently Pro Chancellor of AUT, Co-Chair of Organic
Initiative (OI) and a former director of TVNZ.
Ordinary Resolution:
Auditor’s Remuneration
The current auditor of NZME, PricewaterhouseCoopers,
will automatically continue in office by virtue of section
207T of the Companies Act 1993. Under section
207S of the Companies Act 1993 auditor’s fees and
expenses must be fixed in the manner determined
at the Annual Shareholders’ Meeting. Shareholder
approval is therefore sought for the Board to fix
PricewaterhouseCoopers’ remuneration for the
following year.
Special Resolution:
Amendment of Constitution
This special resolution seeks shareholder approval
to alter NZME’s constitution. The amendments to the
constitution are procedural in nature as a result of
NZME’s transition to the new NZX Listing Rules on
1 June 2019 and reflect the following:
• including an express statement that NZME shall
comply with the minimum Board composition
requirements of the Rules;
• amending the clauses relating to the rotation of
directors to cross refer to the requirements set
out in the NZX Listing Rules;
• amending the procedure allowing for the sale of
securities held in less than a minimum holding
so as to provide for those securities to be sold on
market (including through a broker on behalf of
NZME), rather than through NZX or in some other
manner approved by NZX; and
• removing the requirement to have NZME’s auditor
act as the scrutineer of polls conducted at Annual
Shareholders’ Meetings. As a third party, NZME’s
share registrar, will be conducting these polls and
therefore a scrutineer is not considered necessary.
If any of the proposed amendments are inconsistent
with the NZX Listing Rules, the NZX Listing Rules (as
amended by any waiver or ruling granted to NZME) will
prevail. A copy of the NZX Listing Rules is available
at www.nzx.com.
The proposed amendments are set out in a marked-
up copy of the constitution that is available for
inspection at NZME’s registered office, 2 Graham
Street, Auckland 1010, New Zealand, and on NZME’s
website at https://www.nzme.co.nz/corporate-
governance
The proposed alterations to NZME’s constitution do
not impose or remove a restriction on the activities
of NZME, and accordingly no rights arise under
section 110 of the Companies Act 1993.
The Board unanimously recommends shareholders
vote in favour of the alterations to NZME’s constitution.
13
2
Ordinary
Resolution:

PROCEDURAL NOTESLOCATION MAP
Entitlement to Vote
The only persons entitled to vote at the meeting are
those shareholders whose names are recorded in
the share register of NZME as at 5:00pm (NZT) on
10 June 2019. Only the shares registered in those
shareholders’ names may be voted at the meeting.
Voting and Proxies
Resolutions 1 and 2, to be considered at the meeting,
are ordinary resolutions and will be passed if more
than 50% of the votes of shareholders entitled to
vote and voting on the resolution are voted in favour
of that resolution.
Resolution 3, to be considered at the meeting,
is a special resolution and will be passed if 75%
or more of the votes of shareholders entitled to
vote and voting on the resolution are voted in
favour of that resolution.
Your right to vote may be exercised by:
(a) attending and voting in person;
(b) submitting an online or postal vote; or
(c) appointing a proxy (or representative) to attend
in person and vote in your place.

You can cast a postal vote or appoint a proxy to
attend the meeting and vote on your behalf by
completing and returning the enclosed voting/proxy
form in accordance with the instructions set out
on the form. Link Market Services Limited has been
authorised by the Board to receive and count postal
votes at the meeting.
Alternatively, you can submit your vote or appoint a
proxy online at https://vote.linkmarketservices.com/
NZM. You will require your CSN/Holder Number and
FIN (New Zealand Register Holders) or HIN/SRN and
postcode (Australian Register Holders) to complete
your online vote or proxy appointment.
Your completed copy of the enclosed form must
be received by NZME’s share registrar, Link Market
Services Limited, or your online appointment or
vote completed, no later than 2:00pm (NZT) on
10 June 2019, 48 hours before the Annual Meeting.
If attending in person, please bring the enclosed
voting/proxy form to the meeting. The barcode
is required for registration.
Parking
Limited metered parking is available on Graham and Hardinge Streets. NZME
recommends utilising public transport options. Alternatively, the nearest car park
building is the Fanshawe Street Parking Building located at 72-100 Fanshawe St.
Graham St
Hardinge St
Graham St
Victoria St W
Victoria St W
Vogel Ln
Gorst Ln
Wyndham St
Fanshawe St
P
Fanshawe St
Parking Building
Nelson St
ENTRANCE
STEEP

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