Issue of Performance Rights

Capital Change Notice




Section 1: Issuer information
Name of issuer NZME Limited
NZX ticker code NZM
Class of financial product Unquoted performance share rights
(PSRs), convertible to NZME Limited
ordinary shares pursuant to NZME’s
Total Incentive Plan 2021 (the 2021
Grant).
ISIN (If unknown, check on NZX website) Not applicable
Currency NZD
Section 2: Capital change details
Number issued 1,757,885
Nominal value (if any) Nil
Issue price per security Nil
Nature of the payment (for example, cash or other
consideration)
No consideration is payable for the
PSRs.
Amount paid up (if not in full) Not applicable
Percentage of total class of Financial Products issued
(calculated on the number of Financial Products of the
Class, excluding any Treasury Stock, in existence)
The PSRs for the 2021 Grant
comprise 100% of the financial
products of that class.
NZME has other PSRs of a different
Class on issue from previous grants
under its Total Incentive Plan.
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for example
the Conversion price and Conversion date and the
ranking of the Financial Product in relation to other
Classes of Financial Product) or the Option (for
example, the exercise price and exercise date)
Each PSR is issued pursuant to the
terms and conditions of the 2021
Grant.
The issue of PSRs was subject to the
satisfaction of financial and non-
financial performance conditions set
at the beginning of each performance
period. The financial condition is
achievement of target EBITDA during
the performance period and this
applies to between 50% and 75% of
the opportunity to performance rights
depending on the role. The
remainder of the conditions are made
up of a combination of Business Unit
conditions and Non-financial
conditions which are set per
participant.
Upon becoming exerciseable, each
PSR will entitle the holder to one
ordinary share in the Company unless

the board exercises its discretion to
make a payment of a Cash Equivalent
Value (as provided in the Plan Rules).
The PSRs have a set exercise price
of $0.
Reason for issue and specific authority for issue (the
reason for change must be identified here)
Issue of PSRs pursuant to the
Company’s Total Incentive Plan 2021
Grant.
Directors’ resolution dated 22
February 2022.
Total number of Financial Products of the Class after
the issue (excluding Treasury Stock) and the total
number of Financial Products of the Class held as
Treasury Stock after the issue.
1,757,885 PSRs.
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock.
Not applicable.
Specific authority for the issue, including a reference to
the rule pursuant to which the issue is made.
Resolution of Directors dated 22
February 2022 pursuant to NZX
Listing Rule 4.6.1.
Terms or details of the issue (for example: restrictions,
escrow arrangements)
Subject to the rules of the 2021 Grant,
the PSRs will be capable of exercise
by the board on 31 December 2024.
On becoming exercisable, each PSR
entitles the holder to one fully paid
ordinary NZME share subject to
adjustment in accordance with the
plan rules, ranking equally with all
other NZME ordinary shares.
The PSRs have a set exercise price
of $0.
PSRs do not entitle the holder to
receive dividends or other
distributions, subject to the discretion
of the board to allocate shares or
make a cash payment in lieu of
dividends, or vote in respect of
NZME’s ordinary shares.
Date of issue 23/02/2022
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Allison Whitney
Contact person for this announcement Allison Whitney
Contact phone number 027 479 0697
Contact email address allison.whitney@nzme.co.nz
Date of release through MAP

23/02/2022