Notice of Annual Shareholders’ Meeting

NZME NOTICE
OF ANNUAL
SHAREHOLDERS'
MEETING
TO BE HELD 11 APRIL 2022 ONLINE AT
WWW.VIRTUALMEETING.CO.NZ/NZM22

NZME NOTICE OF ANNUAL
SHAREHOLDERS' MEETING
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/nzm22
on Monday 11 April 2022 at 3:00pm.
AGENDA
1. Chairman’s Address
Barbara Chapman
2. Chief Executive Officer’s Address
Michael Boggs
3. Ordinary Resolutions
To consider and, if thought fit, to pass the following
ordinary resolutions:
Ordinary Resolution 1:
Re-election of Director Sussan Turner
That Sussan Turner, 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.
Ordinary Resolution 2:
Auditor’s remuneration
That the Directors of NZME are authorised to fix
the auditor’s remuneration.
Please see explanatory notes for further information.
4. Matter raised by
shareholders
for discussion
NZME advertising and editorial policy independence
raised by shareholders who are members of the New
Zealand Free Spee
ch Union.
5. 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
14 March 2022
2 NEW ZEALAND MEDIA AND ENTERTAINMENT

EXPLANATORY NOTES
Ordinary Resolution 1:
Re-election of Director
Sussan Turner
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.
Sussan Turner was last elected by shareholders at
the Company’s 2019 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
Sussan Turner qualifies as an independent director.
Sussan is a member of the Governance &
Remuneration Committee of the NZME Board.
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 of Aspire2 Group Limited,
one of the leading private tertiary education groups
in New Zealand. Sussan is passionate about building
executive teams and company culture. She has
extensive experience as a director and is currently
Pro Chancellor of Auckland University of Technology
and Director of Aspire2 Group Limited.
Ordinary Resolution 2:
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
2022 financial year.
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 on
Thursday 7 April 2022. 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/nzm22
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
ANNUAL REPORT 2021 3

Voting and Proxies
Your right to vote may be exercised by:
(a) 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
online 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 Saturday 9 April 2022, 48 hours
before the Annual Shareholders’ Meeting. Postal
vote/proxy forms received after this time will not be
valid for the Annual Shareholders’ Meeting.
QUESTIONS
Shareholders attending and 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 Saturday 9 April
2022. 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.
EXPLANATORY NOTES
4 NEW ZEALAND MEDIA AND ENTERTAINMENT

ANNUAL REPORT 2021 5

TUKUTUKU KŌRERO
Education Gazette
NEW ZEALAND

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LODGE YOUR PROXY
Online:
vote.linkmarketservices.com/NZM
Scan & email:
meetings@linkmarketservices.com Mail:
Use the enclosed reply paid
Deliver: envelope or address to:
Link Market Services Limited Link Market Services Limited
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, Auckland 1010 Auckland 1142, New Zealand
New Zealand
Scan this QR code with your smartphone and vote online


General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com

PROXY FORM/ADMISSION CARD FOR NZME LIMITED 2022 ANNUAL SHAREHOLDERS’ MEETING
The Annual Shareholders’ Meeting of NZME Limited (NZME) will be held at online via the Link Market Services Virtual Annual Meeting platform at
www.virtualmeeting.co.nz/nzm22 on Monday, 11 April 2022, commencing at 3:00pm (New Zealand time).
The Annual Shareholders’ Meeting will be conducted as a Virtual Meeting. Shareholders will only be able to participate virtually through the online portal. If
you will be attending online, you will require your Holder Number for verification purposes.
If you propose NOT to attend the Annual Shareholders’ Meeting online, but wish to vote by postal vote or appoint a proxy, please complete and return the
Postal Vote/Proxy Form to Link Market Services no later than 3:00pm on Saturday, 9 April 2022. Alternatively, proxy appointment or postal voting can be
completed online by going to vote.linkmarketservices.com/NZM or by scanning the QR code above with your smartphone. Any Postal Vote/Proxy Form received
or completed online after 3:00pm Saturday, 9 April 2022 will not be valid for the Annual Shareholders’ Meeting.
Postal Vote
As a shareholder entitled to vote at the Annual Shareholders’ Meeting, you are entitled to vote by postal vote. You can cast your postal vote online or by one
of the other methods listed above. If you return your postal vote without indicating how you wish to vote, or your indication on how to vote is unclear, on any
resolution, you will be deemed to have abstained from voting on that resolution. Please do not appoint a proxy if you are voting by portal vote. If you complete
the postal vote section and also appoint a proxy, then your postal vote will be cast and your proxy appointment will not be counted, but your proxy may still
attend the meeting on your behalf. If this form is returned duly signed by a shareholder with voting instructions completed but without indicating that it is a
postal vote or proxy has been appointed, it will be deemed to be a postal vote.
Appointment of proxy
Any shareholder of NZME entitled to attend and vote at the Annual Shareholders’ Meeting may appoint a proxy to attend and vote in the place of that
shareholder. A proxy need not be a shareholder of NZME. The Chair of the meeting is willing to act as proxy for any shareholder who appoints her for that
purpose. If you appoint the Chair of the meeting as proxy, but do not direct the Chair how to vote on a resolution, then the Chair of the meeting will vote your
shares in favour of that resolution. To appoint the Chair as your proxy, please write “Chair of the Meeting” in the space marked “Full Name” on the Postal
Vote/Proxy Form.
If, in appointing a proxy, you do not name a person as your proxy or your named proxy does not attend the meeting, the Chair of the meeting will be your
proxy and may vote in accordance with your express direction. Shareholders that have appointed a proxy may still attend the Annual Shareholders’ Meeting
online, but will not be able to vote as a proxy has been appointed.
Voting of your holding
If you appoint a proxy you may either direct the proxy how to vote by ticking the “For”, “Against” or “Abstain” box in respect of each resolution OR give your
proxy discretion to vote as he or she sees fit by ticking the “Proxy Discretion” box in respect of each resolution. A shareholder can direct the proxy holder in
respect of one or more resolutions and give the proxy holder discretion in respect of other resolutions. If you tick the “Proxy Discretion” box for a particular
resolution, or if you do not tick any box for a particular resolution, then the proxy may vote as he/she thinks fit or abstain from voting.
Attending the meeting
The 2022 Annual Meeting will be online only and Shareholders may attend at www.virtualmeeting.co.nz/nzm22 . If you will be attending online, you will require
your Holder Number for verification purposes.
A corporation which is a shareholder may appoint a representative to attend the Annual shareholders’ Meeting on its behalf in the same manner as it could
appoint a proxy.
Signing instructions for proxy forms
Individual Holding
Where the holding is in one name, the shareholder must sign this form.
Joint Holding
If you are joint holders of shares, either joint shareholder may sign this form.
Power of Attorney
If this form has been signed by an attorney, a copy of the power of attorney (unless it has already been deposited with Link Market Services Limited) and a
signed certificate of non-revocation of the power of attorney must be returned to Link Market Services Limited.
Corporate Shareholder
If the shareholder is a company, this form must be signed on behalf of the company by a duly authorised person acting under the company’s express or implied
authority.
Go online to vote.linkmarketservices.com/NZM to vote or turn over to complete the Postal Vote/Proxy Form

POSTAL VOTE / PROXY FORM
STEP 1: CHOOSE TO VOTE BY POSTAL VOTE OR APPOINT A PROXY TO VOTE ON YOUR BEHALF
POSTAL VOTING
I wish to vote by postal vote (please tick the box).
My voting intention is indicated in the resolution section below.
APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We named above, being a shareholder of NZME Limited:

hereby appoint:_________________________________________________of___________________________________________________
(Full Name) (E-mail address)

or: _________________________________________________of______________________________________________
(Full Name) (E-mail address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Shareholders’ Meeting of NZME Limited to be held on Monday, 11 April 2022 commencing
at 3:00pm (New Zealand time), and at any adjournment of that meeting and to vote on any resolutions to amend any of the resolutions, on any resolution so
amended, and on any other resolution proposed at the meeting (or any adjournment thereof).
STEP 2: ITEMS OF BUSINESS – VOTING INSTRUCTIONS
Please note: For each resolution you must tick one box. If you mark the “Abstain” box for an item, you are directing your proxy not to vote on your
behalf during a poll and your votes will not be counted in computing the required majority for that item. Proxy discretion is not applicable when
voting by postal vote.
Resolutions
To consider and, if thought fit pass, the following ordinary resolutions:

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Shareholders’ Meeting, via the virtual meeting platform at www.virtualmeeting.co.nz/nzm22 will have the
opportunity to ask questions during the meeting. If you cannot attend but would like to ask a question, you can submit a question online by going to
vote.linkmarketservices.com/NZM and completing the online validation process or complete the question section below and return to Link Market
Services. Questions will need to be submitted by 3:00pm on Saturday, 9 April 2022. The Board will address and answer questions during the meeting.



STEP 4: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 3

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name __________________________________________Contact Daytime Telephone _____________________ Date _________________________
Electronic Investor Communications: If you received this form by mail and wish to receive your future investor communications by email please
provide your email address below.

Please indicate with a 

For Against Abstain Proxy
Discretion
1.
That Sussan Turner, who retires by rotation and is eligible for re-election, be re-elected as
a Director of NZME.

   
2.
That the Directors of NZME are authorised to fix the auditor’s remuneration.
   
Question: