Notice of Annual Shareholders’ Meeting

1 NEW ZEALAND MEDIA AND ENTERTAINMENT
NZME
NOTICE OF
ANNUAL
MEETING

2 NEW ZEALAND MEDIA AND ENTERTAINMENT
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:
RESOLUTIONS SUPPORTED BY YOUR BOARD:
Election of Director
Peter Cullinane
It is hereby resolved, as an ordinary resolution, that Peter
Cullinane, who retires by rotation and is eligible for re-
election, be re-elected as a Director of NZME.
Please see explanatory notes for further information.
Election of Director
Barbara Chapman
It is hereby resolved, as an ordinary resolution, that
Barbara Chapman, who stands for re-election before
the end of her term and is eligible for re-election, be re-
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.
RESOLUTIONS NOT SUPPORTED BY YOUR BOARD:
Shareholder proposals
That the directors instigate a plan to breakup the
Company so as to realise the commercial values of
Masthead brands and encourage an ethos of shareholder
wealth creation in the endeavours that make up NZME.
This resolution is proposed by a shareholder. Please see
explanatory notes for further information.
That the directors acknowledge the importance of
dividend income to shareholders and there be a more
appropriate dividend policy.
This resolution is proposed by a shareholder. Please see
explanatory notes for further information.
That the directors obtain the approval of shareholders
before they proceed with any action (costing more than
$1 million, including legal fees) to acquire Stuff.
This resolution is proposed by a shareholder. Please see
explanatory notes for further information.
Dear Shareholder,
NZME Limited (NZME) invites you to join us for our Annual Shareholders’ Meeting.
The meeting will be held online at www.virtualmeeting.co.nz/nzm20
on Thursday 11 June 2020 at 3:00pm (NZT).
NZME NOTICE OF
ANNUAL MEETING
AGENDA
1
5
6
2
4
3
4. General Business
To consider any other business that may be properly
brought before the Annual Shareholders’ Meeting. You may
send questions in advance to be addressed on the day as
further detailed in the Proxy Form
.
On behalf of the board

Peter Cullinane
Independent Chair
12 May 2020

3 NEW ZEALAND MEDIA AND ENTERTAINMENT
EXPLANATORY
NOTES
Ordinary Resolution 1:
Re-election of Director
Peter Cullinane
NZME’s constitution and the NZX
Listing Rules require that a director
does not hold office (without re-
election) past the third annual meeting following the
director’s appointment or 3 years, whichever is longer.
Peter Cullinane was last elected by shareholders at the
Company’s 2017 Annual Shareholders’ Meeting. He 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 Peter Cullinane
qualifies as an independent director.
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 an independent director of Sanford Limited. He was
formerly Chief Operating Officer of Saatchi & Saatchi
(Worldwide), and its Chief Executive Officer (New Zealand)
and Chairman (Australasia). Peter was previously on the
boards of HT&E Limited (listed on the ASX), WPP AUNZ
Limited and SKYCITY Entertainment Group.
Ordinary Resolution 2:
Re-election of Director
Barbara Chapman
NZME’s constitution and the NZX
Listing Rules require that a director
does not hold office (without re-
election) past the third annual meeting following the
director’s appointment or 3 years, whichever is longer.
Barbara Chapman was last elected by shareholders at
the Company’s 2018 Annual Shareholders’ Meeting and is
therefore standing for re-election before she is required to
do so by the NZX Listing Rules. 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 Barbara Chapman
qualifies as an independent director.
Barbara Chapman served as Chief Executive and Managing
Director of ASB Bank Limited from 2011 until February 2018.
She has extensive business experience gained through a
successful career in banking and insurance. During her
career she has held a number of senior and executive
roles in retail banking, marketing, communications,
human resources and life insurance. Barbara is passionate
about people and culture, and promoting best practice
in community, governance and sustainability. She is the
Chair of Genesis Energy Limited and holds independent
directorships on the boards of Fletcher Building Limited
and IAG New Zealand Limited. She is also Deputy Chair
of The New Zealand Initiative, Patron of the New Zealand
Rainbow Tick Excellence Awards, Chair of the CEO Summit
Committee for APEC 2021 and holds seats on the Reserve
Bank Act Review Panel and the Prime Minister’s Business
Advisory Council.
Ordinary Resolution 3:
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.
Ordinary Resolutions 4 and 5:
Shareholder Proposals NOT supported
by your Board
NZME has received the text of ordinary resolutions 4 and 5
from Mr Neil Parker (a shareholder). Mr Parker has provided
the following explanatory note:
“For three years, shareholders have been hanging out for
NZME’s digital and e-commerce initiatives to fire. The wide
spread of media interests the Company has proved a crippling
impediment to getting the necessary tasks done in a timely
fashion. The breakup of NZME would make management
simpler; concentrate focus and release value for those
significant assets like editorial direction that the existing
structure/ management appears unable or unwilling to
monetise.
Almost without exception shareholders want NZME to operate
within the bounds of being a good citizen. But business is
business. There does need to be a focus on profit to preserve
the financial strength of the company, making money for
shareholders and rewarding them with an appropriate dividend.
The business is put at risk by focusing on other priorities. The
Chairman in his report explained to shareholders why the
company is in precarious position “focused on supporting our
communities, our people and our environment. “This ought not
to be at the expense of shareholders. If he can’t focus on profit
maybe he would be more comfortable working outside the
private sector. Profit isn’t a dirty word, it is the primary reason
why the western capitalistic system has made the past three
centuries the best to date for human kind. This system is not
perfect but has proven more successful than the alternatives.”

4 NEW ZEALAND MEDIA AND ENTERTAINMENT
THE BOARD UNANIMOUSLY RECOMMENDS
SHAREHOLDERS VOTE AGAINST ORDINARY
RESOLUTIONS 4 AND 5.
The Board and management of NZME carefully consider
opportunities to either acquire or dispose of assets as they
arise, where they believe doing so would create value for
shareholders, and on an ongoing basis. In the current
environment, the Board of NZME does not believe that a
breakup of NZME’s business would be in the best interests
of NZME and its shareholders.
Diversification is one of NZME’s strengths, and is helping
NZME to navigate the current economic climate. NZME’s
FY2019 results note that a decline in print revenue was
partially offset by growth in radio and digital operations.
NZME continues to believe that digital remains a
promising revenue stream, with NZ Herald premium digital
subscriptions performing well ahead of expectations.
As Mr Parker should be well aware, given his interest in
New Zealand’s media industry, the wider media industry
in New Zealand is facing challenging times. It has been
well reported that many media businesses are struggling
and are either for sale or going out of business. Against
this backdrop, NZME does not believe that breaking up and
selling NZME’s media interests piecemeal would achieve a
return for NZME and its shareholders that fairly represents
the value inherent in the NZME business.
The Board and management of NZME also believe that it
is in the best interests of NZME and its shareholders to
continue to follow NZME’s announced capital management
objectives of reducing debt and gearing while maintaining
investment in growth opportunities. The Board is
conscious of the ongoing impact of COVID-19 and believes
that its stringent capital management policy is the very
reason NZME has been able to weather the COVID-19 storm
as well as it has. The Board has elected not to declare a
final dividend with respect to the 2019 financial year, as
in the current environment it is simply not appropriate.
It will continue to monitor the timing for when it may be
appropriate to recommence payments of dividends with
regard to both NZME’s capital management policy and the
environment in which NZME is operating.
Your Board comprises three former CEOs of an advertising
agency, a bank and a media company, a former co-head
of Investment Banking and a former partner of a “big four”
accounting firm.
As Peter Cullinane noted in the annual report, NZME has
always based its business decisions on a strong set of
values. However, despite acknowledging the importance
of NZME’s sustainability commitment, the Board remains
focused on acting in the best interests of the Company and
in a manner that delivers strong returns for shareholders
in the long term. Despite Mr Parker’s implication to the
contrary, the NZME Board remains focused on maximising
long-term shareholder value.
Mr Cullinane retains the full support of NZME’s Board
and management as chairman and looks forward to the
continued support of shareholders at this year’s annual
meeting.


Ordinary Resolution 6:
Shareholder Proposal NOT supported
by your Board
NZME has received the text for ordinary resolution 6 from
Mr Howard Zingel (a shareholder). Mr Zingel has provided
the following explanatory note.
“Following the demerger from APN in mid-2016, NZME was
listed on 27 June 2016 and from the onset the Company sought
a merger with Stuff. The directors and management were
excited by the prospect of huge synergy savings a combined
enterprise might enjoy and agreed with Fairfax they would get
$55 million cash and 136 million NZME shares for all of Stuff.
The 2016 proposal was fortunately rejected by the Commerce
Commission on the grounds that journalism in New Zealand
would be unduly concentrated in one enterprise. Forward now
four years and the directors and management of our company
are still singing from the same song sheet. We have reached
a precarious position- the $55 million bandied about in 2016
would by itself equal the total market capitalisation of both
Stuff and NZME. The directors and management have been
focused on yesterday’s business model and failed to grasp
the new digital opportunities that have largely passed them
by. Forget the newspapers; they are just the stepping stone
to launch new business. Go fast and go hard. The newspaper
people of yester year let the potential of TradeMe slip through
their fingers. [Radio is okay we will still make good money from
these businesses].
Do it now and do it quickly don’t be distracted, the new digital
world even at this difficult time, is throwing up opportunities
every day. The digital initiates we do have, lack passion and
urgency and imagination. Being bold isn’t an option, it is an
imperative. [we need a lot more software engineers, fewer
middle managers and fewer still PR.]
Fellow shareholders I urge you to support the motion. Direct
management and the directors to grasp the opportunities of the
new environment and put aside a sleep walking management
style - being concerned with being seen as a good corporate
citizen and steady Eddie. That is a given, if you want a high
profile - don’t stuff it up, get on with it NOW.”
THE BOARD UNANIMOUSLY RECOMMENDS
SHAREHOLDERS VOTE AGAINST ORDINARY
RESOLUTION NUMBER 6.
The Board is mindful of its obligations to act in the best
interests of the Company and the recommendation under
the NZX Corporate Governance Code that shareholders
have the right to vote on major decisions which may
change the nature of the issuer in which they are invested.
When entering into transactions, NZME will of course
seek shareholder approval where it is required to do so.
Gaining shareholder approval for entry into a transaction
where it is not strictly required lengthens the process
significantly and can itself incur significant cost to the
Company in preparing and dispatching the necessary
meeting documents. Seeking prior shareholder approval is
therefore not always in the best interests of the Company,
particularly in situations where opportunities arise quickly
and there is a need to retain flexibility to capitalise on those
opportunities.
Resolutions 4, 5 and 6, if approved, will not be binding on
NZME because they relate to the management of NZME.

5 NEW ZEALAND MEDIA AND ENTERTAINMENT
PROCEDURAL
NOTES
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 9 June 2020. Only
the shares registered in those shareholders’ names may be
voted at the meeting.
Voting and Proxies
All resolutions 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.
To participate at the meeting online use the following link
to NZME’s share registrar’s virtual meeting platform:
http://www.virtualmeeting.co.nz/NZM20
Shareholders attending and participating in the meeting
virtually via the online platform will be able to vote and ask
questions during the meeting. If you will be participating
online you will require your shareholder number, found on
your voting/proxy form, for verification purposes.
More information regarding virtual attendance at the
meeting (including how to vote and ask questions virtually
during the meeting) is available in the Virtual Annual
Meeting Online Portal Guide, which is available at:
https://bcast.linkinvestorservices.co.nz/generic/docs/
OnlinePortalGuide.pdf
Your right to vote may be exercised by:
(a) attending and voting at the online meeting;
(b) submitting an online or postal vote; or
(c) appointing a proxy (or representative) to attend and
vote in your place.
You can cast a postal vote or appoint a proxy to vote on
your behalf by completing and returning the enclosed
voting/proxy form in accordance with the instructions set
out on the form. Link Market Services Limited has been
authorised by the Board to receive and count postal votes
at the meeting.
Alternatively, you can submit your vote or appoint a proxy
online at https://vote.linkmarketservices.com/NZM. You
will require your CSN/Holder Number and FIN (New Zealand
Register Holders) or HIN/SRN and postcode (Australian
Register Holders) to complete your online vote or proxy
appointment.
Your completed copy of the enclosed form must be
received by NZME’s share registrar, Link Market Services
Limited, or your online appointment or vote completed, no
later than 3:00pm (NZT) on 9 June 2020, 48 hours before
the Annual Meeting.

6 NEW ZEALAND MEDIA AND ENTERTAINMENT
TUKUTUKU KŌRERO
Education Gazette
NEW ZEALAND