Notice of Annual Shareholders’ Meeting

KEEPING KIWIS IN THE KNOW
NZME
NOTICE OF ANNUAL
SHAREHOLDERS’
MEETING

Chairman’s Address
Barbara Chapman
Chief Executive Officer’s Address
Michael Boggs
Ordinary Resolutions
To consider and, if thought fit, to pass
the following ordinary resolutions:
Re-election of Director
Carol Campbell
It is hereby resolved, as an ordinary
resolution, that Carol Campbell, who retires
by rotation and is eligible for re-election,
be re-elected as a Director of NZME.
Please see explanatory notes for
further information.
Re-election of Director
David Gibson
It is hereby resolved, as an ordinary
resolution, that David Gibson, 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
Guy Horrocks
It is hereby resolved, as an ordinary
resolution, that Guy Horrocks, who was
appointed as a director by the Board after
the last Annual Shareholders’ Meeting with
effect from 8 February 2021, 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.
General Business
To consider any other business that may
be properly brought before the Annual
Shareholders’ Meeting.
On behalf of the Board
Barbara Chapman
Independent Chair
16 March 2021
Dear Shareholder,
NZME Limited (NZME) invites you to join us for our
Annual Shareholders’ Meeting.
The meeting will be held at the NZME iHeart Lounge,
2 Graham Street, Auckland 1010 and you can also
participate online at www.virtualmeeting.co.nz/
nzm21 on Friday 16 April 2021 at 3:00pm.
As the safety of our team and shareholders is our
number one priority, in the event that Covid-19
related restrictions are in place which prevent us from
holding a physical meeting, or the Board otherwise
determines a physical meeting is inappropriate in the
circumstances, we may decide to hold a virtual only
Annual Shareholders’ Meeting. If this occurs, NZME
will provide shareholders with notice through an
announcement to the NZX and ASX.
AGENDA
NZME NOTICE OF ANNUAL
SHAREHOLDERS’ MEETING
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Ordinary Resolution 1:
Re-election of Director
Carol Campbell
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.
Carol Campbell was last elected by shareholders at
the Company’s 2018 Annual Shareholders’ Meeting.
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
Carol Campbell qualifies as an independent director.
Carol Campbell is a Chartered Accountant and
Fellow of CAANZ, and Chartered member of the
Institute of Directors. Carol was a partner at Ernst &
Young for over 25 years and has been a professional
Director for the last 10 years. Carol has extensive
financial experience and a sound understanding of
efficient board governance and chairs NZME’s Audit
and Risk Committee. Carol is a director of NZ Post
Limited, Kiwibank Limited, T&G Global Limited, Asset
Plus Limited, Chubb Insurance Limited and a number
of other private companies.
Ordinary Resolution 2:
Re-election of Director
David Gibson
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.
David Gibson was last elected by shareholders at
the Company’s 2018 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
David Gibson qualifies as an 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 finance career David
advised on many of New Zealand’s largest capital
market transactions, including within the media
industry. David is a director of Trustpower Limited,
Goodman (NZ) Limited and Rangatira Limited.
He is also a trustee for Diocesan School for Girls
and has recently launched an e-commerce start-up
Sidehustle Ecommerce Limited.
Ordinary Resolution 3:
Election of Director
Guy Horrocks
NZME’s constitution and the NZX Listing Rules
require that a new director appointed by the
Board must retire at the next Annual Shareholders’
Meeting, but they may stand for election at
that meeting.
As Guy Horrocks has been appointed since the
most recent Annual Shareholders’ Meeting, he is
retiring from the Board and standing for election.
He has the full support of the Board.
Having had regard to the factors described in the
NZX Corporate Governance Code that may impact
director independence, the Board considers that
Guy Horrocks qualifies as an independent director.
Guy established himself as an early pioneer of the
mobile app industry co-founding the world’s first
commercial iPhone app company in 2007, Polar
Bear Farm. He is one of a number of high powered,
experienced New Zealand entrepreneurs who’ve
built internationally successful digital enterprises –
only to return to New Zealand to escape the worst
of the impacts of Covid-19 on their adopted homes.
With clients including Expedia, DreamWorks,
HBO, OREO, CNN, Time Magazine as well as The
New Zealand Herald, Guy helped launch over 100
mobile apps with his award-winning mobile agency
Carnival Labs, many of which were featured by
Apple. Guy has since launched a new real-time data
warehouse called SOLVE.
EXPLANATORY NOTES

Ordinary Resolution 4: Auditor’s Remuneration
The current auditor of NZME, PricewaterhouseCoopers,
will automatically continue in office by virtue of
section 207T of the Companies Act 1993. Under
section 207S of the Companies Act 1993 auditor’s
fees and expenses must be fixed in the manner
determined at a shareholders’ meeting. Shareholder
approval is therefore sought for the Board to fix
PricewaterhouseCoopers’ remuneration for the
2021 financial year.

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 on Wednesday
14 April 2021. Only the shares registered in those
shareholders’ names at that time may be voted at
the meeting.
All resolutions to be considered at the meeting are
ordinary resolutions. Each resolution will be passed
if more than 50% of the votes of those shareholders
who are entitled to vote and who vote on the
resolution are voted in favour of that resolution.
Online participation
To participate at the meeting online use the following
link to NZME’s share registrar’s virtual meeting
platform: www.virtualmeeting.co.nz/nzm21
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.
Voting and Proxies
Your right to vote may be exercised by:
(a) attending the meeting and voting in person
or participating virtually and voting via the
online platform;
(b) submitting an online or postal vote; or
(c) appointing a proxy (or representative in the
case of a corporate shareholder) to attend
and vote in your place.
A proxy need not be a shareholder of NZME.
Further details of how to direct your proxy to vote
or give your proxy discretion to vote are set out in
the enclosed postal vote/proxy form.
You can cast a postal vote or appoint a proxy to vote
on your behalf by completing and returning the
enclosed postal vote/proxy form in accordance with
the instructions set out on the form. NZME’s share
registrar, 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 postal vote/proxy form
must be received by Link Market Services Limited,
or your online appointment or vote completed,
no later than 3:00pm on Wednesday 14 April 2021,
48 hours before the Annual Shareholders’ Meeting.
Postal vote/proxy forms received after this time will
not be valid for the Annual Shareholders’ Meeting.
If attending in person, please bring the enclosed
form to the meeting. The barcode is required
for registration.
EXPLANATORY NOTES
PROCEDURAL NOTES

Questions
Shareholders attending the Annual Shareholders’ Meeting or participating virtually will have the opportunity
to ask questions during the meeting. If you cannot attend the meeting but would like to ask a question,
you may submit a question online at vote.linkmarketservices.com/NZM or send your question in advance
to companysecretary@nzme.co.nz. Questions must be submitted by 3.00pm on Wednesday 14 April 2021.
The main themes will be aggregated and responded to at the meeting. NZME reserves the right not to address
questions that, in the Chair’s opinion, are not reasonable in the context of an annual shareholders’ meeting.
PROCEDURAL NOTES

TUKUTUKU KŌRERO
Education Gazette
NEW ZEALAND