NZME Limited/Announcement
NZME Limited logo

NZME Full Year Results to 31 December 2022

Full Year Results21 February 2023NZMCommunication Services

NZME Limited. 2-4 Graham Street, Private Bag 92198, Victoria Street West, Auckland.
1

MARKET ANNOUNCEMENT

NZME 2022 Full Year Results


Please refer to the following documents in relation to the NZME Full Year Results to 31 December

2022:


1. NZME 2022 Full Year Results NZX Form

2. NZME 2022 Full Year Results Announcement

3. NZME 2022 Full Year Results Investor Presentation

4. NZME 2022 Annual Report and Consolidated Financial Statements

5. Distribution Notice - NZX Form

6. ASX Compliance Letter



ENDS


Authorised by Michael Boggs, Chief Executive Officer.


For further information:


For media For investors


Kelly Gunn

GM Communications

+64 27 213 5625

kelly.gunn@nzme.co.nz


David Mackrell

Chief Financial Officer

+64 21 311 911

david.mackrell@nzme.co.nz


22 February 2023

FOR IMMEDIATE RELEASE

---

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)





Results for announcement to the market

Name of issuer NZME Limited

Reporting Period 12 months to 31 December 2022

Previous Reporting Period 12 months to 31 December 2021

Currency NZD

Amount (NZ$000s) Percentage change

Revenue from continuing

operations

$365,886

0.1%

Total Revenue

$365,886

0.1%

Net profit/(loss) from

continuing operations

$23,383

(33%)

Total net profit/(loss) $23,383 (33%)

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.06000000

Imputed amount per Quoted

Equity Security

$0.02333333

Record Date 10 March 2023

Dividend Payment Date 22 March 2023

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$(0.04) $0.08

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Refer to attached 2022 Annual Report and the 2022 Full Year

Results Presentation for full commentary on results.

Authority for this announcement

Name of person


authorised

to make this announcement

Michael Boggs, CEO

Contact person for this

announcement

David Mackrell, Chief Financial Officer

Contact phone number 021 311 911

Contact email address david.mackrell@nzme.co.nz

Date of release through MAP


22/02/2023


Audited financial statements accompany this announcement.

---

NZME Limited. 2-4 Graham Street, Private Bag 92198, Victoria Street West, Auckland.
1

MARKET ANNOUNCEMENT

NZME LIMITED 2022 FULL YEAR FINANCIAL RESULTS


Strong earnings result with digital revenue growth despite

challenging operating environment


AUCKLAND, 22 February 2023: NZME Limited (NZX: NZM, ASX: NZM) (“NZME”) has announced

its financial results for the full year ended 31 December 2022 reporting a Statutory Net Profit After

Tax (NPAT) of $22.7 million for the year.


The company also reported Operating Earnings Before Interest, Tax, Depeciation and Amortisation

(EBITDA)

1

of $64.7 million – 4% higher than the comparative result for 2021, and Operating

Revenue

1

growth of 7% year on year to $364.6 million


NZME is two years into its three year strategy and has delivered strong financial results, despite

another challenging year.


Key Highlights:

 Operating Earnings Per Share (EPS)

1

increased to 12.1 cents per share, 13% higher than 2021.

 Total revenue increased across all three strategic pillars: Audio, Publishing and OneRoof, with

total digital revenue up 16% on 2021.

 Radio market revenue share

2

reached 41.4% - the highest it has been since 2016.

 Audio’s digital revenue overall also grew to $6.8 million from $4.5 million in 2021.

 Publishing subscriptions increased to 209,000

3

, including 113,000 paid digital subscriptions.

 OneRoof celebrated a 30% increase in digital revenue compared to 2021.


Michael Boggs, NZME Chief Executive Officer, says like most companies across New Zealand,

and globally, NZME experienced an extremely challenging operating environment in 2022 but

proved to be adaptable and flexible.


“We remain largely on track to achieve the targets we set out in our 2020 three year strategy, which

shows the strength and flexibility of our business and our team to get through difficult times. We

made significant progress and delivered strong earnings results despite business confidence falling

to historic lows, supply chain challenges, labour shortages, higher interest rates and inflationary

pressures,” says Boggs.


Boggs says the focus on digital transformation and diversification of NZME’s platforms continues

to have a positive influence on business performance, with digital revenues becoming a more

significant part of NZME’s total revenues.


“Digital revenue’s share of total advertising revenue has nearly doubled over the last three years

and now represents 27% of total advertising revenue. Our digital transformation efforts continue

to come to fruition with record audiences across radio and digital audio platforms, as well as strong

growth in publishing and digital platforms, including OneRoof,” says Boggs.


NZME grew its overall audience to 3.6 million people in 2022

4

, as well as celebrating its highest

ever radio audience

5

with more than two million Kiwis listening to NZME’s broadcast radio stations

every week. The NZ Herald also celebrated its highest weekly brand audience in its 158-year

history reaching more than 2.2 million

4

, and publishing subscriptions also increased to 209,000

3

,

including 113,000 paid digital subscriptions.


22 February 2023

FOR IMMEDIATE RELEASE



NZME Limited. 2-4 Graham Street, Private Bag 92198, Victoria Street West, Auckland.

2

MARKET ANNOUNCEMENT

OneRoof has also grown its audience to 564,000

6

and has 89% of residential for sale listings

nationwide

7

, continuing to close the gap with its closest competitor.


NZME continued to elevate its premium digital offering, formally acquiring esteemed business

news, opinion and analysis website BusinessDesk on 17 January 2022 and accelerating growth in

the platform throughout the year. Viva Premium also launched in November 2022 – an online

subscription in addition to NZ Herald’s premium content, giving subscribers access to Viva’s first-

class fashion, food, beauty, culture and design content.


Digital audio platform iHeartRadio performed strongly once again celebrating reaching the

significant milestone of more than 50 million podcast downloads

8

, and now reaching more than 1.2

million Kiwis

9

.


Barbara Chapman, NZME Board Chairman, says having a very clear and targeted strategy has

ensured a strong focus on the initiatives that drive growth and transformation, in turn ensuring the

long-term success of the business.


“NZME’s progress in digital transformation has been instrumental in continuing to drive growth

across the business, and thanks to the hard work of a very talented, committed team the business

has delivered very good results amidst a tough economic climate. I am very much looking forward

to seeing some of the innovative new products and customer experiences come to life in the short

to medium-term future, and we remain committed to delivering value for our shareholders,” she

says.


The total of distributions to shareholders was $43 million during the year comprising:


 2021 final dividend of 5 cents per share, totalling $9.9 million;

 Interim dividend of 3 cents per share, totalling $5.8 million;

 Special dividend of 5 cents per share, totalling $9.7 million; and

 Share buyback totalling $17.6 million.


Given these distributions, net debt increased $31.0 million during the year from a net cash position

at the end of 2021 to a net debt position of $17.5 million. This represents a leverage ratio of 0.4

times EBITDA (pre IFRS) and remains below the bottom of the company’s target leverage range

of 0.5 to 1.0 times.


Based on the business outlook, capital requirements and continued strong cash flows the Board

has declared a fully imputed final dividend of 6.0 cents per share bringing the total normal dividends

declared in relation to the 2022 year to 9.0 cents per share.


As part of today’s 2022 Full Year Results presentation to shareholders, NZME also provided the

following outlook for 2023:


Operating Environment

It has been a soft start to 2023, especially given the subdued real estate market. However, March

2023 is tracking to deliver growth over 2022.

Cost pressures remain across the business and we continue to be focused on substantially

mitigating these through disciplined cost controls.

There is uncertainty across the economy and the market, and we will update shareholders further

at the Annual Shareholders’ Meeting on 26 April 2023.



NZME Limited. 2-4 Graham Street, Private Bag 92198, Victoria Street West, Auckland.

3

MARKET ANNOUNCEMENT

Capital Management

We are pleased to have made significant distributions to shareholders over the past year.

The Board has a desire to operate at the lower end of the target leverage ratio in the current

environment, but will continue to return excess capital to shareholders, subject to the operating

environment and investment opportunities.

Please note the full set of 2022 Full Year Results materials can be found at:

https://www.nzx.com/companies/NZM/announcements



ENDS


Authorised by Michael Boggs, Chief Executive Officer.


For further information:


For media For investors


Kelly Gunn

GM Communications

+64 27 213 5625

kelly.gunn@nzme.co.nz


David Mackrell

Chief Financial Officer

+64 21 311 911

david.mackrell@nzme.co.nz


1

Operating results presented are non-GAAP measures that include the impact of NZ IFRS 16, however, exclude exceptional items

to allow for a like-for-like comparison between 2021 and 2022 financial years. 2021 has been restated to exclude the impact

of GrabOne (sold October 2021). Please refer to pages 38-39 of the Investor Presentation for a detailed reconciliation.

2

PwC

Radio Advertising Market Benchmark Report, rolling 12-month average to 31 Dec 2022. FY 2020 and 2021 figures as

previously stated in FY 2021 results announced on 23 February 2022. Note: report excludes independent broadcasters, contra

revenue and digital audio.

3

Includes the impact of the BusinessDesk acquisition.

4

Nielsen CMI Q4 21 – Q3 22 November 22 Fused

AP15+. Monthly coverage for Daily & Community titles, Weekly coverage for Newspaper Inserted Magazines, Monthly UA for

Digital, Weekly Reach for Radio (GfK RAM S3 22). Note: Fused data has potential for duplication.

5

GfK RAM, Commercial Radio,

Total NZ S3, S4 2022, M-S 12mn-12mn, M-F 6am-9am, Share %, Cume 000, AP10+.

6

Nielsen Online Ratings monthly average

Q4 2022 AP15+ (excludes APP).

7

OneRoof’s listings as a percentage of residential for-sale real estate listings on trademe.co.nz.

Dec 2022 monthly average. Excluding private listings. FY 2020 and 2021 figures as previously stated in 2021 FY results

announced on 23 February 2022.

8

Triton NZ Podranker Jan – Dec 2022 – total downloads.

9

Adswizz monthly reach Jan-Dec 2022

(monthly average).

---

22
AGENDA

Results Summary

3

Business Confidence and Advertising

Revenue

4

Strategic Priorities and Market Performance

6

2022 Full Year Financial Results

12

Divisional Performance and Strategy

18

Outlook

33

Q&A

34

Supplementary Information

35

3
1.Operating results presented are non-GAAP measures that include the impact of NZ IFRS 16, however, exclude exceptional items to allow for a like for like comparison between 2021 and 2022 financial years.2021 has been restated to exclude

the impact of GrabOne(sold October 2021). Please refer to pages 38-39of this results presentation for a detailed reconciliation.

2.PwC Radio advertising market benchmark report, rolling12 monthaverage to 31 December 2022. Note: report excludes independent broadcasters and contra revenue.

RESULTS

SUMMARY

For the fullyear ending 31 December 2022

12.1cps

Operating EPS

1

202110.7cps 13%

$22.7m

Statutory NPAT

2021$34.4m 66%

$364.6m

Operating Revenue

1

2021$342.2m 7%

$64.7m

Operating EBITDA

1

2021$62.4m 4%

$23.3m

Operating NPAT

1

2021$21.1m10%

$43.0m

Distributed to shareholders

during the year

6.0 cps

Final Dividend

Payable on 22 March 2023

•Revenuegrowth:

•Total revenue increased across all strategic pillars: Audio,

Publishing and OneRoof, with digital revenue up 16%.

•Radio market revenue share reached 41.4%

2

continuing its

growth since 2016 with digital audio making up 6% of

revenue.

•Publishing subscriptions increased to 209,000, including

113,000 paid digital subscriptions.

•Increased OneRoof digital listings upgrades nationwide,

delivering 30% increase in listings revenue year-on-year,

despite a cooling housing market.

•Statutory Net Profit After Tax of $22.7 million was lower than

last year due to the gain on sale of GrabOne in 2021.

•Operating EBITDA

1

of $64.7 million up 4% on previous year

•13% growth in Operating Earnings Per Share

1

.

•Completed capital return programmethrough the buyback of $17.6

million of shares, combined with a special dividend of $9.7million

declared 20 June 2022.

•Total distributions to shareholders was $43 million during the year.

•Fully imputed final dividend declared of 6.0 cents per share.

$17.5m

Net Debt

4
0.0

10.0

20.0

30.0

40.0

50.0

60.0

70.0

80.0

Q1Q2Q3Q4

NZME Total Advertising Revenue 2019-2022

2019202020212022

IMPROVED ADVERTISING REVENUE

DESPITELOW BUSINESS CONFIDENCE

•The ANZ Business Confidence Index

1

for New Zealand showed growth at the end of

2020, in 2021 it started to drop, with a continued decline through to Q4 2022.

•January 2023 Business Confidence has improved to negative 52.0, with inflationary

pressures remaining intense.

1.Net Index (% expecting improvement minus % expecting deterioration).

•NZME’s 2022 advertising revenue increased 4.3% compared to 2021 and up 0.3%

compared to pre Covid-19 levels (2019).

•Q2 and Q3 2022 performed strongly, being 5.5% and 12.6% higher than 2021.

Advertising Revenue ($m)

(38.0)

(38.1)

(53.5)

(13.2)

(63.5)

(34.4)

(28.5)

9.4

(4.1)

(0.6)

(7.2)

(23.2)

(41.9)

(62.6)

(36.7)

(70.2)

(80.0)

(70.0)

(60.0)

(50.0)

(40.0)

(30.0)

(20.0)

(10.0)

0.0

10.0

20.0

Q1 2019Q2 2019Q3 2019Q4 2019Q1 2020Q2 2020Q3 2020Q4 2020Q1 2021Q2 2021Q3 2021Q4 2021Q1 2022Q2 2022Q3 2022Q4 2022

Quarterly Business Confidence -Net Index

1

Covid Lockdowns

5

6

7
THE THREE YEAR STRATEGIC

PRIORITIES REMAIN OUR

FOCUS

NEW ZEALAND’S

LEADING AUDIO

COMPANY

Create New Zealand’s best

local audio content

Grow broadcast and

digital reach

Grow market revenue share

and digital revenue

The #1 News brand for

all New Zealanders

Subscriber

first

Be a safe, scalable

destination for advertisers

NEW ZEALAND’S

HERALD

Strengthen core residential

listings business

Be indispensable

to agents

Expand the

portfolio

YOUR COMPLETE

PROPERTY

DESTINATION

8
COMPELLING PLATFORMS FOR AUDIENCES

AND ADVERTISERS

Something about revenue

1.Nielsen CMI Q4 21 –Q3 22 November 22 Fused AP15+. Monthly coverage for Daily & Community titles, Weekly coverage for Newspaper Inserted Magazines, Monthly UA for Digital, Weekly Reach for Radio (GfK RAM S3 22). Note:Fused data

has potential for duplication.

2.GfK RAM, Commercial Radio, Total NZ 4/2022, M-S 12mn-12mn, M-F 6am-9am, Share %, Cume 000, AP10+.

3.Adswizz monthly reach Jan-Dec 2022 (monthly average).

4.Triton NZ Podranker Dec 2022 (monthly average Jan-Dec 22).

5.Nielsen Online Ratings monthly average Q4 2022 AP15+ (excludes APP).

6.OneRoof’slistings as a percentage of residential for-sale real estate listings on trademe.co.nz. Dec 2022 monthly average.

Print Advertising

Digital Advertising

Digital ClassifiedsPrint AdvertisingDigital Advertising

Reader Revenue

Radio AdvertisingDigital Advertising

Reaches over 820,000

1

•564,000 Kiwis are finding their next home at

oneroof.co.nz

5

•The most read property newspaper section in NZ

1

•89% of residential for-sale listings nationwide

6

Reaches 2.0 million

2

•1.2 million digital audio listeners are reached monthly

3

•NZ’s #1 radio station & breakfast show on Newstalk ZB

2

•NZ’s #1 podcast network

4

, with over 800,000 monthly

listeners

4

Reaches 2.7 million

1

•Over 2.2 million NZ Herald weekly brand

•audience

1

•#1 Daily newspaper in NZ

1

•209,000 subscriptions across print and digital

Reaches over

3.6 million

New Zealanders

1

9
2022 TOTAL

OPERATING

REVENUE

$364.6M

5

20222021

NZME Radio audience market share

4

37.7%37.4%

NZME Radio revenue market share

3

41.4%40.9%

20222021

NZME Print readership market share

1

56.3%55.6%

NZME Print revenue market share

2

47.5%47.4%

20222021

Digital property audience reach

1

47.4%38.8%

Print revenue market share

2

51.7%49.8%

1.Nielsen CMI Fused Q4 21 –Q3 22, Fused Nov 2022 People 15+.Compared to Q4 20 –Q3 21. OneRoofreach of property visitors (property visitors=unduplicated audience of oneroof.co.nz, trademe.co.nz/property, homes.co.nz & realestate.co.nz).

2.PwC NPA quarterly performance comparison report, 12 months toDec2022 compared to 2021, rolling 4-quarter average for market share. Print Includes Publishing and OneRoofprint advertising revenue. OneRoofis Property only.

3.PwC Radio advertising market benchmark report, 12 months to Dec 2022 compared to the prior corresponding period, rolling 4-quarter average for market share. Note: report excludes independent broadcasters, contra revenue and digital audio.

4.GfK Commercial RAM, NZME excl. Partners, Cumulative Audience 000, M-S 12mn-12mn, Total NZ, S4 2021 & S4 2022. AP10+.

5.NZME Analysis.

DIVERSE REVENUES ACROSS MULTIPLE

PLATFORMS

10
MARKET SHARE GROWTH ACROSS ALL

PLATFORMS

Millions $Millions $

1.PwC Radio advertising market benchmark report, FY19 –FY22. Note: report excludes independent broadcasters, contra revenue, and digital audio. 12 months to Dec 2022 compared to the prior corresponding period, rolling 12 month average for

market share.

2.PwC NPA quarterly performance comparison report, Q119 –Q422. Note: report excludes any publishers that are not part of the NPA.12 months to Dec 2022 compared to the prior corresponding period, rolling 4-quarter average for market share.

3.IAB NZ Digital advertising revenue report, Q119 –Q322.*only up until Q32022, Q42022report not available yet. 12 months to Sept 2022 compared to the prior corresponding period for 2022, rolling 4-quarter averagefor market share, YTD

market share for 2022. Note: Includes digital audio.

Millions $

Digital total display advertising (PCP growth)

NZME digital advertising revenue

3

16.0%

Market movement –digital revenue

3

10.7%

NZME digital revenue market share

3

26.5%

Print advertising (PCP growth)

NZME print advertising revenue

2

(2.8)%

Market movement –Print revenue

2

(2.9)%

NZME print revenue market share

2

47.5%

Radio advertising (PCP growth)

NZME radio advertising revenue

1

4.5%

Market movement –Radio revenue

1

3.2%

NZME radio revenue market share

1

41.4%

38.5%

39.0%

39.5%

40.0%

40.5%

41.0%

41.5%

42.0%

190.0

200.0

210.0

220.0

230.0

240.0

250.0

260.0

270.0

2019202020212022

Radio Market Revenue

1

Market RevenueNZME Share

46.0%

46.5%

47.0%

47.5%

48.0%

0.0

50.0

100.0

150.0

200.0

250.0

2019202020212022

Print Market Revenue

2

Market RevenueNZME Share

22.0%

23.0%

24.0%

25.0%

26.0%

27.0%

0.0

50.0

100.0

150.0

200.0

250.0

2019202020212022

Digital Market Revenue

3

Q1 - Q3Q4NZME Share

11
-

2.0

4.0

6.0

8.0

10.0

12.0

2019202020212022

H1H2

-

10.0

20.0

30.0

40.0

50.0

60.0

70.0

80.0

2019202020212022

H1H2

-

1.0

2.0

3.0

4.0

5.0

6.0

7.0

2019202020212022

H1H2

DIGITAL TRANSFORMATION DELIVERING

GROWTH

DIGITAL AUDIO

REVENUE

DIGITAL PUBLISHING

REVENUE

DIGITAL ONEROOF

REVENUE

1.NZME Analysis.

Revenue ($m)

Revenue ($m)Revenue ($m)

+42%

+85%

+54%

+17%

+32%

+12%

+53%

+90%

+30%

1212

13
Operating earnings per share up 13% year-on-year.

•Operating EBITDA grew 4%.

•Operating revenue was 7% above last year.

•Reader revenue increased 2% through continued

growth in digital subscription revenue.

•Advertising revenue 4% higher than 2021, driven by

growth in digital and radio advertising revenue.

•Other revenue growth substantially reflects the

payments from Google and Meta, as well as grants to

fund investment in public interest journalism and cadet

development. These grants partially offset increased

people costs.

•Operating NPAT

1

increased by 10% to $23.3 million for

the year as a result of improved operating earnings.

•Operating Earnings Per Share improved to 12.1 cents

per share due to improved earnings and reduced

number of shares.

1.Operating results presented are non-GAAP measures that include the impact of NZ IFRS 16, however, exclude exceptional items to allow for a like for like comparison between 2021 and 2022 financial years. 2021 has been restated to exclude

the impact of GrabOne (sold October 2021). Please refer to pages 38-39of this results presentation for a detailed reconciliation.

For the fullyear ended 31 December 2022

OPERATING

RESULTS

$ million20222021% Change

Advertising revenue

258.5247.94%

Reader revenue

83.781.92%

Other revenue

22.512.384%

Operating revenueand other income

1

364.6342.27%

Operating expenses

(299.9)(279.8)7%

Operating EBITDA

1

64.762.44%

Depreciation and amortisation on owned assets

(16.2)(14.9)9%

Depreciation on leased assets

(11.2)(11.4)(2%)

Interest income

0.40.1177%

Finance cost

(5.7)(7.3)(22%)

Operating NPBT

1

32.029.011%

Taxation expense

(8.7)(7.8)11%

Operating NPAT

1

23.321.110%

Operating earnings per share

1

12.1 10.7 13%

14
EXPENSES

Increasedexpensesreflectsinvestmentin

journalismand growthinitiatives.

•Half of the people and contributors cost increase

reflects the addition of BusinessDesk, the additional

resources which are offset by grant income and the

one-off $1,000 bonus paid in 2022 to each eligible

employee. The remaining increase relates to

additional resources to deliver growth and rate

increases.

•Print and distribution costs were similar year on year

with increased paper and distribution costs offset by

lower volumes.

•Content costs were higher due to increased activity

in the re-selling of digital services and increased

licencecosts.

•Total other expenses grew 14% reflecting the impact

of the BusinessDesk / Radio Wanaka acquisitions,

higher radio broadcast costs and the return to more

normal levels of acitivity.

For the full year ended 31 December 2022

1.Operating results presented are non-GAAP measures that include the impact of NZ IFRS 16, however, exclude exceptional items to allow for a like for like comparison between 2021 and 2022 financial years. 2021 has been restated to exclude

the impact of GrabOne (sold October 2021). Please refer to pages 38-39of this results presentation for a detailed reconciliation.

$ million20222021% Change

People and contributors156.0142.79%

Print and distribution​51.951.80%

Agency commission and marketing43.442.62%

Content18.416.213%

Other expenses:​

Property6.66.26%

IT and communications12.211.011%

Other11.59.323%

Total other expenses​30.226.414%

Total operating expenses299.9279.87%

Total exceptional items

1.33.7

15
Strong balance sheet, debt remains below target

range.

•Net working capital excluding cash was

$11.6 million higher than 2021.

•Increased receivables are expected to be

temporary due to one-off timing impacts.

•Inventories increased due to larger volumes of

paper stock being held and the higher price of

paper.

•Reduced tax payable due to the earlier

payment of tax in 2022 as a result of

supplementary dividends.

•Net debt increased by $31.0 million to $17.5 million as

at 31 December 2022 primarily due to the capital

return programmecompleted in 2022.

As at 31 December 2022

BALANCE

SHEET

$ million20222021% Change

Trade and other receivables48.845.2

8%

Inventories5.61.9

196%

Trade and other payables​(52.5)(53.8)

(2%)

Tax payable(1.7)(4.7)

(64%)

Net working capital

0.2(11.4)

(Net debt) / Net cash(17.5)13.5

(229%)

Plant property & equipment, intangibles

andother non-current assets​

174.1175.0(0%)

Right of use assets (NZ IFRS 16)​63.767.5

(6%)

Lease liabilities (NZ IFRS 16)​(91.2)(96.8)

(6%)

Finance lease receivable (NZ IFRS 16)4.45.8

(23%)

Deferred tax​4.03.5

14%

Net Assets

137.8157.1(12%)

16
Distributions to shareholders was $43 million

during the year including;

•2021 final dividend of 5 cents per share,

totaling $9.9 million

•Interim dividend of 3 cents per share, totaling

$5.8 million.

•Special dividend of 5 cents per share, totaling

$9.7 million.

•Share buy-back totaling $17.6 million.

•Fully imputed final dividend declared of 6.0 cents per

share, payable on 22 March 2023.

•Net debt position of $17.5 million as at

31 December 2022.

•Leverage ratio remains below target range.

For the fullyear ended 31 December 2022

CAPITAL

MANAGEMENT

Dividend Policy

NZME intends to pay dividends of 50-80% of Free

Cash Flow subject to being within its target

leverage ratio and having regard to NZME's capital

requirements, operating performance and financial

position.

Target Leverage Ratio of 0.5 to 1.0 times rolling 12

month EBITDA

1

(pre NZ IFRS 16).

Full dividend policy is available at

www.nzme.co.nz/investor-relations/dividends/

1.Operating results presented are non-GAAP measures that exclude exceptional items to allow for a like for like comparison between2021 and 2022 financial years.

Please refer to pages 38-39 of this results presentation for a detailed reconciliation.

2.2021 Operating EBITDA (pre NZ IFRS 16) as previously stated in 2021 FY results announced on 23 February 2022.

$ million20222021

12-months Operating EBITDA (pre NZ IFRS 16)

1​

48.750.4

Interest Expense​1.0

1.9

Net interest cover(Operating EBITDA

(pre NZIFRS 16)

1

/ Interest Expense)​

46.526.4

Net debt / (net cash) ($ million)​17.5

(13.5)

Leverage Ratio (Net debt / 12-monthOperating EBITDA

(pre NZ IFRS 16)

1

)​

0.4(0.3)

1.8

1.5

0.6

0.4

-0.4

0.1

0.6

1.1

1.6

2.1

-20

0

20

40

60

80

100

120

20182019202020212022

Leverage Radio

(Net Debt / 12 month operating EBITDA)

Net Debt ($m)

Net Debt / (Cash) (LHS)

17
Cash flows support investment and distributions

to shareholders

•Cashflow from operations for the year was $37.5

million which is lower than 2021 due to the decrease

in working capital.

•Tax paid in the year was higher due to stronger 2021

taxable earnings, resulting in a larger final tax

payment in January 2022. Additional supplementary

dividends, which are treated as tax credit, were paid

during 2022.

•Capital expenditure lower in 2021 due to reductions

during Covid.

For the fullyear ended 31 December 2022

CASH

FLOWS

1.Operating results presented are non-GAAP measures that include the impact of NZ IFRS 16, however, exclude exceptional items to allow for a like for like comparison between 2021 and 2022 financial years. 2021 has been restated to exclude

the impact of GrabOne (sold October 2021). Please refer to pages 38-39 of this results presentation for a detailed reconciliation.

$ million20222021

Operating EBITDA

1

64.762.4

GrabOne EBITDA

-3.6

Interest on bank facilities​

(1.1)(2.1)

Interest on leases

(4.6)(5.0)

Exceptional items​

(0.7)(3.7)

Tax paid​

(12.0)(7.3)

Working capital movement​ (excluding tax)(8.6)4.2

Other

(0.1)(0.3)

Cash flow from operations

37.551.8

Capital expenditure​

(10.7)(6.5)

Lease principal repayment​

(12.0)(10.8)

Operating free cash flow

14.834.5

BusinessDesk and Radio Wanaka purchases(3.6)-

Proceeds from sale of assets

-19.4

Distributions to shareholders

Dividends paid

(25.4)(5.9)

Share buy-back

(17.6)-

Cash movement in Net Debt

(31.7)48.0

Other

0.7(0.6)

Movement in Net Debt

(31.0)47.4

1818

1919
Market Share (%)

1.GfK Commercial RAM, NZME excl. Partners, Cumulative Audience000, M-S 12mn-12mn, TotalNZ, S1 2020-S4 2022. AP10+.

2.GfK Commercial RAM, NZME excl. Partners (doesn’t include BBC Auckland), Market Share%,M-S 12mn-12mn, S1 2019-S4 2022, AP10+. Note: Radio Sport closed prior to S3 2020.

3.Adswizz and StreamGuys, TLH, monthly average for the quarter.

Weekly Listeners (000’s)

NZME Radio weekly listeners

–Total NZ All 10+ Cume

1

NZME Radio Share –

Total NZ All 10+ Share

2

Digital AudioTotal Listening

Hours (million)

3

Monthly Listening hours (millions)

AUDIO LISTENERS AND MARKET

SHARE

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

Q1 2020Q2 2020Q3 2020Q4 2020Q1 2021Q2 2021Q3 2021Q4 2021Q1 2022Q2 2022Q3 2022Q4 2022

-

500

1,000

1,500

2,000

S1/2020S3/2020S4/2020S1/2021S2/2021S3/2021S4/2021S1/2022S2/2022S3/2022S4/2022

0

5

10

15

20

25

30

35

40

S1/ 2019S2/ 2019S3/ 2019S4/ 2019

S1/2020S3/2020S4/2020S1/2021S2/2021S3/2021S4/2021S1/2022S2/2022S3/2022S4/2022

NZME Music Market ShareNZME Talk Market Share

2020
1.EBITDA is a non-GAAP measure and excludes exceptional items. 2021 has been restated to exclude the impact of GrabOne (sold October 2021).

2.PwC Radio advertising market benchmark report, rolling 12 monthaverage to31 December 2022 vs 12 months to 31 December 2021. Note: report excludes independent broadcasters and contra revenue.

Digital revenue growth of 54% driven by NZME’s digital

audio platform iHeartRadio.

•Audio revenue increased 7% year-on-year.

•Radio market share grew to 41.4%, up 0.5 percentage point

compared to 2021

2

.

•Increase in People & Contributor costs driven by one-off

bonus, investments in digital audio and rising labourcosts.

•Increase in Other costs results from costs associated with

additional frequencies to expand the reach of the broadcast

network.

AUDIO

For the fullyear ended31 December 2022

$ million20222021% Change

Digital advertising6.84.554%

Radio advertising105.6101.05%

Other1.51.134%

Audio revenue113.9106.57%

People & contributors(56.2)(52.3)7%

Agency commission & marketing(17.0)(17.6)(3%)

Content(6.8)(6.7)2%

Other(11.2)(9.2)22%

Audio expenses(91.2)(85.7)6%

Audio EBITDA

1

(incl. NZ IFRS 16)22.820.99%

NZ IFRS 16 adjustment(7.5)(7.0)7%

Audio EBITDA

1

(pre NZ IFRS 16)15.213.910%

EBITDA

1

margin (pre NZ IFRS 16)13%13%-

2121
Metric

2023 Target

set in 2020

2020

Achievement

2021

Achievement

2022

Achievement

2023 Initiatives

NZME share of total

audience

> 1% share

point growth

per annum

35.6%

1

37.4%

1

37.7%

1

•Leverage NZME platform of 3.6m New Zealanders to grow audio audience

•Introduce new iHeartRadio functionality to grow digital audio audience

•Invest in new podcast content to become the home of podcasting in New

Zealand

•Continue to dominate NZPodrankerwith owned and represented shows

•Continue The Alternative Commentary Collective’s (ACC) expansion into more

platformsand formats across Podcast, Social, Events, Merchandise and Live

Commentary

Radio Revenue

Share

> 1% share

point growth

per annum

40.4%

2

40.9%

2

41.4%

2

•Grow overall radio market with industry audio advocacy

•Continue to grow 10+ audience market share to deliver revenue ambitions

•Utilise multi-platform sales teams to grow regional radio share

Digital audio revenue

as a % of total audio

revenue

5%2.4%3.4%5.1%

•Enhanced commercial podcast offering with sales representation for third party

podcast network​s

•Leverage digital audio commercial specialists to support revenue growth

•Launch new digital audio advertising products to increase sell-through rates

EBITDA

3

Margin

Target (pre

NZIFRS16)

15 –17%14%

4

12%13%

1.GfK Commercial RAM, NZME excl. Partners,M-S 12mn-12mn,Market Share %, S4 2020 –S4 2022, AP10+.1* Cumulative Audience, S2 2022.

2.PwC Radio advertising market benchmark report, rolling12-monthaverage to 31 Dec2022. FY 2020 and 2021 figures as previously stated in FY 2021 results announced on 23 February 2022.Note: report excludes independent broadcasters,

contra revenue and digital audio.

3.EBITDA is a non-GAAP measure and excludes exceptional items.

4.Includes Covid-19 government wage subsidy received in 2020. Excluding the impact of the government wage subsidy received in 2020, the EBITDA margin was 10.5%.

NEW ZEALAND’S LEADING

AUDIO COMPANY

2222

2323
Subscriptions Mix

# of subscriptions

INCREASING DIGITAL SUBSCRIPTIONS

1.Print subscribervolume drives revenue and represents the count of individual paid papers delivered including the NZ Herald, Herald on Sunday and Regionals. Subscriber yield includes promotional volumes.

2.Digital subscription volumes, quarterly average.

Print Subscriber Volume and Yield

1

Yield ($)

Subscriber Volume (millions)

# of subscriptions

Annual yield per subscriptions ($)

Digital Subscription Volume

2

and Yield

-

50,000

100,000

150,000

200,000

Jan-20

Mar-20

May-20

Jul-20

Sep-20

Nov-20

Jan-21

Mar-21

May-21

Jul-21

Sep-21

Nov-21

Jan-22

Mar-22

May-22

Jul-22

Sep-22

Nov-22

Print OnlyDigital EntiltedPaid Digital

1

1.1

1.2

1.3

1.4

1.5

1.6

1.7

1.8

1.9

-

2.0

4.0

6.0

8.0

10.0

12.0

14.0

Q1 2019Q2 2019Q3 2019Q4 2019Q1 2020Q2 2020Q3 2020Q4 2020Q1 2021Q2 2021Q3 2021Q4 2021Q1 2022Q2 2022Q3 2022Q4 2022

Subscriber VolumeYield

$-

$50

$100

$150

$200

$250

-

20,000

40,000

60,000

80,000

100,000

120,000

Q2 2019Q3 2019Q4 2019Q1 2020Q2 2020Q3 2020Q4 2020Q1 2021Q2 2021Q3 2021Q4 2021Q1 2022Q2 2022Q3 2022Q4 2022

Digital Subs VolumeAnnual Yield Per Sub

Acquisition of BusinessDesk

2424
Digital revenue growth offsets print declines

•Digital subscription growth of 39% more than offsets print

subscriptions and retail outlet sale declines, with total reader

revenue up 2% year-on-year.

•Digital advertising revenue growth of 6% results in digital advertising

revenue making up nearly half of the Publishing division’s

advertising revenue in 2022.

•Other revenue growth substantially reflects the payments from

Google and Meta, as well as grants to fund investment in public

interest journalism and cadet development. These grants have been

used to fund incremental editorial resources and their development.

•People &contributorscosts were 11% higher which

includesadditional costs as a result of the acquisition

ofBusinessDesk.The overall increase was partially offset by grant

income.

•Agency Commission & Marketing costs were 8% lower,

representing reduced print acquisition costs.

•Content costs are up 22% in line with increased re-sale of third-

party digital services and increased license costs.

PUBLISHING

For the fullyear ended31 December 2022

1.EBITDA is a non-GAAP measure and excludes exceptional items. 2021 has been restated to exclude the impact of GrabOne (sold October 2021) and to include Driven that was previously reported in Corporate and Other.

$ million20222021% Change

Digital subscriptions​16.111.639%

Print subscriptions​53.655.4(3%)

Retail outlet sales​13.914.9(7%)

Total reader revenue83.781.92%

Digital advertising59.556.16%

Print advertising​63.865.0(2%)

Total advertising revenue123.3121.12%

Other​18.58.9107%

Publishing revenue225.4211.96%

People & Contributors(88.7)(80.2)11%

Print & Distribution(45.8)(45.2)1%

Agency Commission & Marketing(19.0)(20.6)(8%)

Content(10.1)(8.1)25%

Other(14.4)(12.5)15%

Publishing expenses(178.0)(166.6)7%

Publishing EBITDA

1

(incl. NZ IFRS 16)47.445.45%

NZ IFRS 16 Adjustment(7.7)(7.7)(1%)

Publishing EBITDA

1

(pre NZ IFRS 16)39.737.66%

EBITDA

1

Margin (pre NZ IFRS 16)​18%18%-

2525
1.Includes the impact of the BusinessDesk acquisition.

2.Stats.govt.nz Dwelling and household estimates: Dec2022 quarter.

3.EBITDA is a non-GAAP measure and excludes exceptional items.

4.Includes Covid-19 government wage subsidy received in 2020. Excluding the impact of the government wage subsidy received in 2020, the EBITDA margin was 17.0%.

5.Adjusted from19-20% to reflect the change in accounting policy on SaaS arrangements. Capital expenditure is expected to reduce by a similar amount.

NEW ZEALAND’SHERALD

Metric

2023 Target

set in 2020

2020

Achievement

2021

Achievement

2022

Achievement

2023 Initiatives

Subscription

Volume Target

More than

210,000 by

2023year-

end

169,000191,000209,000

1

•Accelerate corporate digital subscription growth targeting key industry

verticals with BusinessDesk and Herald Premium bundle

•Grow digital subscription addressable market and ARPUs through Herald

Premium bundles with digital verticals BusinessDesk, Viva Premium and

launch of next vertical

•Focus on quality and trust across all journalism with enhanced data insights

and new tools to enhance story telling across key 2023 news events

•Drive brand preference by amplifying and embedding new brand promise

'News worth knowing' across all touch points

•Grow content discovery with a segmented and personalised homepage

experience

•Expand audience reach with new Next Generation Audience proposition and

focus on local content depth in key regions

Subscription

Volume Mix

Digital Only

> Print

32% / 68%43% / 57%54% / 46%

% Households

Subscribing

> 12% by

year-end

9%

2

10%

2

11%

2

Advertising

Revenue Mix

> 45%

Digital

42% Digital46% Digital48% Digital

•Increased adoption of Audience Connect NZME's 1st partydata portfolio to

lift yields and campaign effectiveness

•Expand e-commerce product offering withShopme, TheSelection and Live

Shopping

•Launch Driven Car Guide and establish as market leading independent car

advice site

•NZMEAdHubSelf Service scaled to service long tail of advertisers

EBITDA

3

Margin

Target (pre NZ

IFRS16)

18-19%

5

19%

4

18%18%

2626

2727
OneRoof Auckland and National Residential

For-sale Listingsas a % of Trademe

1

1.OneRoof’slistings as a percentage of residential for-sale real estate listings on trademe.co.nz. Note: From June 2021 onwards lifestyle properties and sections were added to the OneRoof count.

2.Nielsen Online Ratings, Jan 2022 -Dec2022.

Audience (000’s)

ONEROOF AUDIENCE & LISTINGS

Upgrade %

% Listings

OneRoof Digital Residential for-sale

Listings Upgrade %

OneRoof Monthly Audience

compared to TrademeProperty

2

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%

45.0%

Q1 20Q2 20Q3 20Q4 20Q1 21Q2 21Q3 21Q4 21Q1 22Q2 22Q3 22Q4 22

AucklandRegional

0%

20%

40%

60%

80%

100%

120%

Jan-20

Mar-20

May-20

Jul-20

Sep-20Nov-20

Jan-21

Mar-21

May-21

Jul-21

Sep-21Nov-21

Jan-22

Mar-22

May-22

Jul-22

Sep-22Nov-22

Auckland %National %

-

100

200

300

400

500

600

700

800

900

1,000

Jan-22

Feb-22

Mar-22

Apr-22

May-22

Jun-22

Jul-22

Aug-22Sep-22

Oct-22

Nov-22Dec-22

OneRoofTrademe Property

2828
Positive momentum delivers digital growth of 30%

•Total OneRoof revenue was up 7% on 2021, with 30% growth in digital

revenue despite a reduction in new listing coming to market.

•Increased people costs due to additional resource to improve national

coverage.

•Decrease in print and distributioncosts due to fewer publications offset

by higher paper costs.

•Marketing costs increased as OneRoof continues to build the brand

nationally.

•Continued investment for growth has resulted in a lower EBITDA than

2021.

ONEROOF

For the fullyear ended31 December 2022

1.EBITDA is a non-GAAP measure and excludes exceptional items.

$ million20222021% Change

Digital​10.58.130%

Print​12.313.2(7%)

Other​0.00.1(43%)

OneRoofrevenue22.921.57%

People & Contributors(8.3)(6.4)29%

Print & Distribution(6.0)(6.5)(7%)

Agency Commission & Marketing(7.4)(4.4)69%

Content(1.4)(1.2)13%

Other(1.1)(0.7)53%

OneRoofexpenses(24.3)(19.3)26%

OneRoof EBITDA

1

(incl. NZ IFRS 16)(1.4)2.1(166%)

NZ IFRS 16 Adjustment​(0.8)(0.6)32%

OneRoof EBITDA

1

(pre NZ IFRS 16)(2.2)1.6(239%)

EBITDA

1

Margin (pre NZ IFRS 16)​(9%)7%(17 ppt)

2929
1.OneRoof’slistings as a percentage of residential for-sale real estate listings on trademe.co.nz. Dec 2022 monthly average. Excluding private listings. FY 2020 and 2021 figures as previously stated in 2021 FY results announced on 23 February

2022.

2.Nielsen Online Ratings, monthly average for Q42021, Q2 2022& Q4 2022.

3.EBITDA is a non-GAAP measure and excludes exceptional items.

4.Includes Covid-19 government wage subsidy received in 2020. Excluding the impact of the government wage subsidy received in 2020, the EBITDA margin was 4.7%.

5.As of Q4 2022

YOUR COMPLETE

PROPERTY DESTINATION

Metric

2023 Target

set in 2020

2020

Achievement

2021

Achievement

2022

Achievement

2023 Initiatives

Residential Listings

96% of listings

(100% of

non-private

listings)

89%

1

91%

1

89%

1

•Listing gaps identified and localised strategies deployed to encourage

agents to feed all listings to OneRoof

•Carrying 99-100% of Realestate.co.nz listings

Audience

Reduce gap to

#1

459k,

gap to #1 of

250k

2

497k,

gap to #1 of

396k

2

564k,

gap to #1 of

152k

2

•Continue to grow brand awareness and preference across all regions

through localised brand communications

•Increase personalisation through deeper understanding of category and

brand user segments, real estate journeys and customer experience

•Increase SEO optimised content

Listings Upgrade %

50% of Auckland

residentiallistings

22% of regional

residentiallistings

17.6%

Auckland

3.9%

Regional

23.5%

Auckland

5.4%

Regional

40.9%

Auckland

14.9%

Regional

5

•Leverage and productise unique NZME data capabilities (e.g. Boost 2.0)

to increase conversion and drive listing enquiries

•Build value-based relationships with regional agents and agents to grow

national conversion

•Develop multi-year pricing and yield strategy

RevenueDigital > Print24% / 76%38% / 62%46% / 54%

•Digital growth continues to out-pace print resulting in a stronger digital

revenue skew

•Continue to bundle across platforms as a unique differentiator

EBITDA

3

Margin

Target (pre NZ

IFRS16)

15 -25%8%

4

7%(9%)

•2022 result reflects investment in growth initiatives.

•With continued growth and a more normal market, OneRoof is well

positioned to deliver to EBITDA targets in 2024 year and beyond.

30
•Revenue includes the delivery of lifestyle and

home shows across New Zealand.

•Corporate costs have reduced as a result of

ongoing efficiency improvements.

1.EBITDA is a non-GAAP measure and excludes exceptional items. 2021 has been restated to exclude the impact of GrabOne (sold October 2021) andDriven which is now included in Publishing.

For the fullyear ended 31 December2022

CORPORATE

& OTHER

$ million20222021% Change

Revenue​2.5

2.210%

People & Contributors(2.9)(3.1)(6%)

Other(3.5)(3.9)(17%)

Corporate & other expenses(6.5)(7.0)(7%)

Corporate & other EBITDA

1

(incl. NZ IFRS 16)(4.1)(4.8)

15%

NZ IFRS 16 Adjustment​(0.1)(0.1)(5%)

Corporate & other EBITDA

1

(pre NZ IFRS 16)(4.1)(4.8)15%

31

32
-30.0%

-25.0%

-20.0%

-15.0%

-10.0%

-5.0%

0.0%

5.0%

10.0%

15.0%

20.0%

JanFebMarAprMayJunJulAugSepOctNovDecJan

YOY

1.NZME Analysis.

2.Realestate.co.nz monthly new listings report Jan 2019 –Jan 2023.

BUSINESS AND CONSUMER CONFIDENCE IMPACTS

MARKET

Residential Real Estate New Listings

Total Market Jan 2022 –Jan 2023

1

% Listings

NZME Advertising Revenue Jan 2022 –Mar 2023

% change

-15.0%

-10.0%

-5.0%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

JanFebMarAprMayJunJulAugSepOctNovDecJanFebMar

v 2019YOY

•Second half of 2022 substantially impacted by business uncertainty.

•Second half of 2022 reflects a significantly weaker property market.

Growth on prior year

given lockdown

Growth on prior year

given lockdown

3333
OperatingEnvironment

It has been a soft start to 2023, especially given the subdued real estate

market.However, March 2023 is tracking to deliver growth over 2022.

Cost pressures remain across the business andwe continue to be focused on

substantially mitigating these through disciplined cost controls.

There is uncertainty across the economy and the market and we will updateyou

further at the Annual Shareholders Meeting on 26 April 2023.

Capital Management

We are pleased to have made significant distributions to shareholders over the past

year.

The Board has a desire to operate at the lower end of the target leverage ratio in the

current environment but willcontinue to return excess capital to shareholders,

subject to the operating environment and investment opportunities.

OUTLOOK

34

3535

36
OUR SUSTAINABILITY COMMITMENT

We look forward to the continued

implementation of our sustainability

initiatives, to have meaningful,

sustainable practices for the wider

community, the wellbeing of our people

and the environment.

NZME is well prepared for the

increasing ESG (environmental, social

and governance) regulation,

developing a roadmap for our

sustainability commitment which will be

reported in our 2023 Annual Report.

(This will include required climate-

related disclosures.)

The following is a snapshot of our

activity for 2022.

RESPONSIBLE REPORTING AND

BROADCASTING

NZME maintains a balanced reporting

platform as Covid-19 and other major

events continued to disrupt countries

around the world, directly impacting

New Zealanders.

CONNECTING COMMUNITIES

NZME’s Great Mindsproject examined

the state of our nation’s mental health

and explored the growing impact mental

health has on Kiwis while searching for

ways to improve it.

Talanoa, Voices of the Pacific was

launched with the NZ Herald, to increase

the diversity of content and contributors

on our platforms.

The first Te Ritojournalism one-year

cadet training programme was

completed, part of a media industry

partnership to inject the industry with

voices that better reflect our diverse

communities.

SHARING OUR PLATFORMS

NZME partners with a number of

organisations to champion charitable

causes including over 1.5 million dollars

raised with World Vision through the

Ukraine Appeal.

Other partners included the Graeme

Dingle Foundation, Leukaemia & Blood

Cancer New Zealand, Men’s Health

Week, Women's Refuge (Shielded

Initiative), The Funding Network New

Zealand and the Sir John Kirwan

Foundation.

PROMOTING A HEALTHY, DIVERSE

AND SAFE WORKPLACE

NZMEstrivestomaintainitspositionasan

employerofchoiceinthemediaindustry.In

2022,NZMEfinishedtheyearwithan

EmployeeNetPromoterScorethatwas

withinthetop25percent,andapproaching

thetop10%,ofconsumermedia

businessesglobally.

In2022theprotectionofourteamfromthe

risksofCOVID-19hasagainbeenapriority

focus,whichincludedcontinuingtosupport

flexiblewaysofworkingthatalsohelpto

ensurebusinesscontinuity.

EQUIPPING OUR PEOPLE

NZMEhaslaunchedaleadership

developmentprogrammeforourleaders.

Thenewprogramme,“DevelopMe”,willbe

rolledoutin2023andaimstocreate

vibrantandexceptionalleadershipacross

NZME.

CHAMPIONING THE CRAFT

NZME continues to employ 21 interns and

cadets across the business, including the

Te RitoProgramme and continuation of our

TupuToapartnership.

NZME has been recognised with a number

of industry awards and

nominationsincluding:Voyager Media

Awards, NZ Radio Awards, IAB Awards,

Beacon Awards, INMA Awards, Deloitte

Top 200 Award, New Zealand HR Awards

and Grad NZ's 2022 Student Survey.

RECYCLING

NZME launched a new sustainable

fashion-forward partnership with New

Zealand clothing design house RUBY

through Liam patterns. NZME and RUBY

created a circular solution, turning

wastepaper from the end of newspaper

print rolls from NZME’s Ellerslie printing

press into printed clothing patterns under

RUBY’s Liam Patterns brand.

NZME’s print operations at Ellerslie were

awarded the Toituenviromarkgold

certification. We are gold standard at

reducing waste, working efficiently, and

minimisingharm to the environment and

our people.

BEST PRACTICE

NZME continues to collaborate with our

suppliers and partners to ensure best

practice sustainable operations.

We are in the process of finalising a

Responsible Sourcing Policy to ensure

we partner with suppliers, aligning our

focus on the environment and

sustainability.

NZME has adopted Modern Slavery

Statements and continues to work on

adopting a Responsible Sourcing Policy.

RESPONSIBILITY

The NZ Herald continues to take part in

Covering Climate Now -a global news

media initiative.

37
2022 DIVISIONAL PERFORMANCE

For the full year ended 31 December 2022

1.Operating results presented are non-GAAP measures that include the impact of NZ IFRS 16, however, exclude exceptional items to allow for a like for like comparison between 2021 and 2022 financial years. 2021has been restated to exclude the

impact of GrabOne(sold October 2021).Please refer to pages 38-39 of this results presentation for a detailed reconciliation.

2.EBITDA is a non-GAAP measure equivalent to Operating EBITDA but excluding the impact of NZ IFRS 16.

Cost pools that relate to

multiple divisions have

been allocated based on

revenue, geography and

headcount.

2021 has been restated to

exclude the impact of

GrabOne.

$ millionAudioPublishingOneRoofOther2022 Total2021 Total% Change

Reader Revenue:​

-Print

-67.5--67.570.3(4%)

-Digital

-16.1--16.111.639%

Reader Revenue​

-83.7--83.781.92%

Advertising Revenue:​

-Radio

105.6---105.6101.05%

-Print

-63.812.3-76.178.3(3%)

-Digital

6.859.510.5-76.968.712%

Advertising Revenue​

112.4123.322.8-258.5247.94%

Other Revenue​

1.518.50.02.522.512.482%

Total Revenue

113.9225.422.92.5364.6342.27%

People & Contributors

(56.2)(88.7)(8.3)(2.9)(156.0)(142.7)9%

Print & Distribution

-(45.8)(6.0)-(51.9)(51.8)0%

Agency Commission & Marketing

(17.0)(19.0)(7.4)(0.0)(43.4)(42.6)2%

Content

(6.8)(10.1)(1.4)-(18.4)(16.2)13%

Other

(11.2)(14.4)(1.1)(3.5)(30.2)(26.4)14%

Total Costs

(91.2)(178.0)(24.3)(6.5)(299.9)(279.8)7%

Operating EBITDA

1

22.847.4(1.4)(4.1)64.762.44%

IFRS16 Adjustments​

(7.5)(7.7)(0.8)(0.1)(16.0)(15.6)3%

EBITDA (pre IFRS16)

2

15.239.7(2.2)(4.1)48.746.84%

EBITDA (pre IFRS16)

2

Margin %

13%18%(9%)-13%14%-

38
RECONCILIATION OF OPERATING RESULTS

TO FINANCIAL STATEMENTS

12 MONTHS ENDED 31 DECEMBER 2022

$ million

Operating Results

excl. IFRS 16

NZ IFRS 16

Adjustments

Operating Results

incl. IFRS 16

Reclass of items

Exceptional and

Other Items

Per Financial

Statements

Advertising revenue258.5-258.5--258.5

Reader revenue83.7-83.7--83.7

Other revenue13.3-13.3--13.3

Operating revenue355.4-355.4--355.4

Other income10.0(0.8)9.20.40.810.5

Operating revenueand other income365.5(0.8)364.60.40.8365.9

Expenses(316.8)16.8(299.9)-(1.5)(301.4)

EBITDA48.716.064.70.4(0.7)64.5

Depreciation and amortisation(16.2)(11.2)(27.4)--(27.4)

EBIT32.54.837.30.4(0.7)37.1

Share of loss of JV's----(0.2)(0.2)

Net interest expense(0.7)(4.6)(5.3)(0.4)-(5.7)

Net profit/(loss) before tax31.90.232.0-(0.8)31.2

Tax(8.7)-(8.7)-0.2(8.6)

Net profit/(loss) after tax31.90.223.3-(0.6)22.7

39
RECONCILIATION OF OPERATING RESULTS

TO FINANCIAL STATEMENTS

12 MONTHS ENDED 31 DECEMBER 2021

$ million

Operating

Results excl.

IFRS 16 and

SaaS

Restatement

(SaaS)

Operating

Results excl.

IFRS 16

NZ IFRS 16

Adjustments

(as per p33 of

the 30-6-21 IP)

Operating

Results incl.

IFRS 16

GrabOne

Reclass of

items

Exceptional

and Other

Items

Per Financial

Statements

Advertising revenue

247.9-247.9-247.90.1--248.0

Reader revenue

81.9-81.9-81.9---81.9

Other revenue

12.0-12.0(0.3)11.76.9--18.7

Operating revenue

341.9-341.9(0.3)341.57.0--348.6

Other income

0.6-0.6-0.615.40.10.917.1

Operating revenueand other income

342.5-342.5(0.3)342.222.40.10.9365.6

Expenses

(294.0)(1.7)(295.6)15.9(279.8)(3.4)0.0(3.7)(286.9)

EBITDA

48.5(1.7)46.815.662.419.00.1(2.8)78.8

Depreciation and amortisation

(17.0)

2.1

(14.9)(11.4)(26.3)---(26.3)

EBIT

31.50.432.04.136.119.00.1(2.8)52.5

Share of loss of JV's

-------(0.5)(0.5)

Impairment of assets

------(2.5)(2.5)

Net interest expense

(2.1)(2.1)(5.0)(7.1)-(0.1)-(7.3)

Net profit/(loss) before tax

29.40.429.8(0.9)29.019.0-(5.7)42.3

Tax

(7.7)

(0.1)

(7.8)-(7.8)(1.2)-1.2(7.8)

Net profit/(loss) after tax

21.70.322.0(0.9)21.117.8-(4.5)34.4

4040
The information in this presentation is of a general nature and does not constitute financial product advice,

investment advice, legal, financial, tax or any other recommendation or advice. This presentation

constitutes summary information only, and you should not rely on it in isolation from the full detail set out in

NZME’s Consolidated Financial Statements for the full year ended 31 December 2022.

This presentation may contain projections or forward-looking statements regarding a variety of items. Such

projections or forward-looking statements are based on current expectations, estimates and assumptions

and are subject to a number of risks and uncertainties. There is no assurance that results contemplated in

any projections or forward-looking statements in this presentation will be realised. Actual results may differ

materially from those projected in this presentation. No person is under any obligation to update this

presentation at any time after its release to you or to provide you with further information about NZME

Limited.

The Group adopted NZ IFRS 16 Leases on 1 January 2019 and IFRS Interpretations Committee’s (IFRIC’s)

agenda decision on configuration and customisation costs in relation to Software as a Service (SaaS)

arrangements in 2021. Operating results as stated throughout this presentation refer to results including the

adjustments for the adoption of NZ IFRS 16, and prior to exceptional items. 2021 has been restated to

exclude the impact of GrabOne. Please refer to pages 38-39 of this presentation for detailed reconciliation

of these results to the statutory results. See note 1.2.1 of the consolidated interim financial statements for

the year ended 31 December 2022 for the restatement adjustments that have been applied.

While reasonable care has been taken in compiling this presentation, none of NZME Limited nor its

subsidiaries, directors, employees, agents or advisers (to the maximum extent permitted by law) give any

warranty or representation (express or implied) as to the accuracy, completeness or reliability of the

information contained in it nor take any responsibility for it. The information in this presentation has not

been, and will not be, independently verified or audited.

DISCLAIMER

---

KEEPING
KIWIS


IN THE

KNOW

NZME LIMITED ANNUAL REPORT

For the year ended 31 December 2022

This annual report is dated 21 February 2023
and is signed on behalf of the Board of Directors by:

Carol Campbell

Director

Barbara Chapman

Chairman

4

2022 Financial Results Summary

5

Divisional Snapshot

6

Chairman’s and Chief Executive


Officer’s Report

10

Financial Commentary

14

Our Sustainability Commitment

28

The Board

30

The Executive Team

34

Corporate Governance

44

Statutory Disclosures

48

Consolidated Financial Statements

109

Independent Auditor’s Report

116

Directory

CONTENTS

2 NEW ZEALAND MEDIA AND ENTERTAINMENT

ANNUAL REPORT 2022 3

1
Operating results presented are non-GAAP measures that include the impact of NZ IFRS 16, however, exclude exceptional

items to allow for a like for like comparison between 2021 and 2022 financial years. 2021 has been restated to exclude the

impact of GrabOne (sold October 2021). Please refer to pages 38-39 of the NZME 2022 Full Year Results Presentation for a

detailed reconciliation.

2022 FINANCIAL

R E S U LT S

SUMMARY

$43.0m$17.5m

$22.7m$23.3m

12.1cps6.0 cps

$364.6m

Operating Revenue

1

2021 $342.2m7%

Statutory NPAT

2021 $34.4m

66%

Operating NPAT1

2021 $21.1m10%

$64.7m

Operating EPS1

2021 10.7cps

13%

Distributions to shareholders


during the year

Net Debt

Increased by $31.0m

Final Dividend

Payable on 22 March 2023

Operating EBITDA1

2021 $62.4m

4%

4 NEW ZEALAND MEDIA AND ENTERTAINMENT

1
GfK RAM, Commercial Radio, Total NZ 4/2022, M-S 12mn-12mn, M-F 6am-9am, Share %, Cume 000, AP10+

2

Adswizz

monthly reach Jan-Dec 2022 (monthly average).

3

PwC Radio advertising market benchmark report, Q1 2022 – Q4 2022.

Note: report excludes independent broadcasters and contra revenue.

4

Nielsen CMI Q4 21 – Q3 22 Fused Nov 2022

AP15+ Note: NZME, Publishing and OneRoof audience includes weekly print and monthly digital.

5

Nielsen Online Ratings

as of Dec 2022 AP15+ (excludes APP)

6

NZME Analysis (listings upgrades Q4 2022).

7

PwC NPA quarterly performance

comparison report, Q1 2022 – Q4 2022. Note: report excludes any publishers that are not part of the NPA.

8

OneRoof’s

listings as a percentage of residential for-sale real estate listings on trademe.co.nz. Dec 2022 monthly average. Excluding

private listings. FY 2020 and 2021 figures as previously stated in 2021 FY results announced on 23 February 2022.

DIVISIONAL

SNAPSHOT

AUDIO

102.0 million#1 Station

Audio brandsWeekly radio

total listeners

1

and breakfast show on

Newstalk ZB

1

1.2 million3 7. 7 %41.4%

digital audio listeners

are reached monthly

2

NZME radio brand

audience market share

1

NZME radio revenue

market share for 2022

3

PUBLISHING

322.2 million209,000

Print publications across

New Zealand

NZ Herald weekly

brand audience

4

Subscribers across

print and digital

6

1.9 million5 6.0%4 7. 5 %

Average monthly

unique audience on

nzherald.co.nz

5

NZME print audience

market share

4

NZME print advertising

revenue market share for

2022

7

ONEROOF

10822,00030%

Real estate

publications

OneRoof

brand audience

4

Increase in total digital

revenue year-on-year6

564,00089%40.9%

Average Q4 monthly

audience on

oneroof.co.nz5

Nationwide residential

for-sale real estate

listings

8

Listings upgrades

in Auckland6

ANNUAL REPORT 2022 5

CHAIRMAN AND
CEO REPORT

We are proud to reflect on

a year where, despite many

challenges, NZME continued

our transformation and made

very good progress in the

second year of our three-year

strategy.

Like most companies across

New Zealand and globally, in 2022

NZME once again experienced

an extremely challenging

operating environment.

Business confidence fell to

historic lows in New Zealand,

with supply chain challenges,

labour shortages, higher

interest rates and inflationary

pressures all contributing

factors to this. Despite this,

NZME has made significant

progress and has delivered

strong earnings results.

Advertising revenue has grown,

which shows the strength and

trust in our various platforms.

Our digital transformation

efforts continue to come to

fruition, with record audiences

across radio and digital audio

platforms, as well as strong

growth in publishing and digital

platforms, including OneRoof.

NZME has demonstrated

flexibility and agility, adapting

through the challenging times

to remain largely on track to

achieve the 2023 targets that

were set under our three-year

strategy back in 2020.

NZME’s Key Strategic Priorities

To recap, our strategic priorities

are:

• To be New Zealand’s leading

audio company

• For the NZ Herald to become

New Zealand’s Herald

• And finally, for OneRoof

to become your complete

property destination.

Having a very clear and targeted

strategy has ensured a strong

focus on the initiatives that drive

growth and transformation,

ensuring the long-term success

of the business.

Financial Results Highlights

The 2022 operating EBITDA1 of

$64.7 million was four percent

higher than the comparative

result for last year. Statutory net

profit after tax was $22.7 million,

which was lower than last year’s

$34.4 million with last year’s

result including a gain on the

sale of GrabOne of $15.4 million.

These results translated to

operating earnings per share1 of

12.1 cents per share, 13% higher

than 2021.

The improved performance

was driven by a seven

percent increase in Operating

Revenue1 to $364.6 million

with advertising revenue four

percent higher than last year.

Total revenue increased across

all three strategic pillars: Audio,

Publishing and OneRoof, with

total digital revenue up 16%

on 2021. Our focus on the

digital transformation and

diversification of our platforms

is having a positive influence

on business performance and

digital revenues are becoming a

more significant part of NZME’s

total revenues. The share of

revenue has nearly doubled in

the last three years, with digital

revenues now representing 27%

of total advertising revenue.

Kia Ora, we are delighted to deliver New Zealand Media and

Entertainment’s Annual Report for the year ended 31 December 2022.

Create New Zealand’s

best local audio

content

Grow broadcast and

digital reach

Grow market revenue

share and digital

revenue

NEW ZEALAND’S

LEADING AUDIO

COMPANY

NEW ZEALAND’S

HERALD

The #1 News brand for

all New Zealanders

Subscriber

first

Be a safe, scalable

destination for

advertisers

Strengthen core

residential listings

business

Be indispensable

to agents

Expand the portfolio

YOUR COMPLETE

PROPERTY

DESTINATION

6 NEW ZEALAND MEDIA AND ENTERTAINMENT

1
Operating results presented are non-GAAP measures that include the impact of NZ IFRS 16, however, exclude exceptional items

to allow for a like for like comparison between 2021 and 2022 financial years.2021 has been restated to exclude the impact of

GrabOne (sold October 2021). Please refer to pages 38-39 of the investor presentation for a detailed reconciliation. 2 PwC Radio

advertising market benchmark report, rolling 12-month average to 31 Dec 2022. FY 2020 and 2021 figures as previously stated

in FY 2021 results announced on 23 February 2022. Note: report excludes independent broadcasters, contra revenue and digital

audio. 3 Triton NZ Podranker Jan – Dec 2022 – total downloads. 4 Adswizz monthly reach Jan-Dec 2022 (monthly average). 5 GfK

RAM, Commercial Radio, Total NZ S2, S4 2022, M-S 12mn-12mn, M-F 6am-9am, Share %, Cume 000, AP10+ 6 Source: Nielsen

CMI Q4 21 – Q3 22 November 22 Fused AP15+. Monthly coverage for Daily & Community titles, Weekly coverage for Newspaper

Inserted Magazines, Monthly UA for Digital, Weekly Reach for Radio (GfK RAM S3 22). Note: Fused data has potential for

duplication. 7 Includes the impact of the BusinessDesk acquisition. RAM, Commercial Radio, Total NZ 4/2022, M-S 12mn-12mn,

M-F 6am-9am, Share %, Cume 000, AP10+.

8

OneRoof’s listings as a percentage of residential for-sale real estate listings on

trademe.co.nz. Dec 2022 monthly average. Excluding private listings. FY 2020 and 2021 figures as previously stated in 2021 FY

results announced on 23 February 2022. 9 Nielsen Online Ratings monthly average Q4 2022 AP15+ (excludes APP).

10

PwC NPA

quarterly performance comparison report, 12 months to Dec 2022 compared to 2021, rolling 4-quarter average for market share.

Print Includes Publishing and OneRoof print advertising revenue. OneRoof is Property only.

11

Nielsen CMI Fused Q4 21 – Q3 22,

Nov 2022 People 15+. Compared to Q4 20 – Q3 21. OneRoof reach of property visitors (property visitors=unduplicated audience

of oneroof.co.nz, trademe.co.nz/property, homes.co.nz & realestate.co.nz).

OneRoof

2%

Radio

Advertising

29%

Print

Advertising

Digital

Advertising

Print

Circulation

18%

16%

15%

6%

4%

4%

Digital Radio

Print

Digital

3%

3%

Other

Retail sales

Digital Subs

Publishing

Audio

2022 TOTAL

OPERATING

REVENUE

$364.6M

PublishingOneRoofAudioOther

20222021

NZME Radio audience

market share

5

3 7.7 %3 7. 4 %

NZME Radio revenue

market share

2

41.4%40.9%

20222021

NZME Print readership

market share

6

56.3%55.6%

NZME Print revenue

market share

10

47.5%4 7. 4 %

20222021

Digital property

audience reach

11


4 7. 4 %38.8%

Print revenue

market share

10

51.7%49.8%

KEY ACHIEVEMENTS

Audio

Radio market revenue share2

reached 41.4% - the highest it

has been since 2016, with radio

advertising revenue increasing

by 5% year on year. Audio’s

digital revenue overall also

grew to $6.8 million from

$4.5 million in FY21 with digital

audio becoming a strategic

focus of the business.

Digital audio platform

iHeartRadio performed strongly

once again, celebrating a

significant milestone of over

50 million podcast downloads3,

and now reaching more than

1.2 million Kiwis4.

As well as growing digital

radio, NZME has also expanded

its broadcast reach, with the

addition of Radio Wanaka to its

radio network.

NZME radio also celebrated

its highest ever audience this

year – more than two million

Kiwis across its broadcast radio

stations listen every week5.

NZME is strategically focused on

expanding its podcast network,

recognising that podcasting

is one of the fastest growing

digital media platforms in the

world. We’re proud to offer the

country’s most diverse and

expansive range of world-class

global and local content across

our podcast network. We are

focused on growing our already

hugely diverse audience, with

more content to come in 2023.

Publishing

NZME is focused on providing

the news that our audience

of 3.6 million6 people can

trust, and recently launched a

distinctive new brand campaign,

highlighting our promise to

provide our audience with the

‘news worth knowing’.

Publishing is reaping the benefits

of the digital transformation

that is well progressed, and

remains the major contributor

to earnings, growing EBITDA1

year on year from $45.4 million

to $47.4 million (including

NZ IFRS 16).

Publishing subscriptions

increased to 209,0007,

including 113,000 digital only

subscriptions. Digital publishing

advertising revenue has also

increased by 6% year-on-year.

NZME formally acquired

BusinessDesk on 17 January 2022

– an esteemed business news,

opinion and analysis website.

BusinessDesk has provided us

with the opportunity to continue

to improve the overall insight

we provide to New Zealand

businesses and wider audiences,

and we have accelerated growth

in the platform over the year.

Further elevating its premium

digital offering, in November

2022 NZME launched

Viva Premium – an online

subscription for access to

Viva’s first-class fashion, food,

beauty, culture and design

content. Direct from Viva’s

trusted, award-winning team

of editors, journalists and

contributors, Viva Premium

is offered in addition to New

Zealand Herald’s premium

ANNUAL REPORT 2022 7

content. It sees NZME evolving
its digital subscription offering

to appeal to a wider audience,

as well as offering advertisers

a new, unique opportunity

and pleasingly, three months

in, the platform is meeting its

commercial targets.

The NZ Herald also celebrated

its highest weekly brand

audience in its 158-year history

– over 2.2 million6, or nearly half

New Zealand’s population.

This year the NZME Board

strongly supported the focus

on quality and trust in our

newsroom, with codes and

principles that have been

captured in NZME’s new editorial

Code of Conduct and Ethics.

OneRoof

OneRoof digital listings

upgrades nationwide increased

significantly, delivering a 53%

increase in listings revenue

year-on-year, despite a cooling

housing market. The platform

also celebrated a 30% increase

in digital revenue compared

to 2021, up from $8.1 million to

$10.5 million.

OneRoof has 89% of residential

for sale listings nationwide8

and has grown its audience to

564,000 – up from 497,000 the

year prior9. OneRoof continues

to close the gap with its closest

competitor, Trade Me, moving

OneRoof further towards its

strategic target to be New

Zealand’s complete property

destination.

NZME is committed to

continuing growth in OneRoof

listing conversion both in

Auckland and the rest of New

Zealand, further building value-

based relationships with agents

regionally and nationwide to

help their clients with selling

their homes.

Greg Hornblow was appointed

as acting Chief of OneRoof,

with Paul Maher departing the

company. Greg will act in the

role while NZME recruits for a

fulltime replacement for the role.

Capital Management

NZME remains committed to

delivering value for shareholders.

Having repaid debt in prior years

the company commenced a

$30 million capital return

programme at the start of 2022.

During the year the company

purchased 14.7 million shares,

representing around 7.4% of the

shares on issue at the start of the

year. The total of distributions

to shareholders was $43 million

during the year comprising:

• 2021 final dividend of

5 cents per share, totalling

$9.9 million;

• Interim dividend of

3 cents per share, totalling

$5.8 million;

• Special dividend of 5 cents

per share, totalling

$9.7 million; and

• Share buy-back totalling

$17.6 million.

Net Debt increased $31.0 million

during the year from a net cash

position at the end of 2021 to a

net debt position of $17.5 million.

This represents a leverage ratio

of 0.4 times EBITDA (pre IFRS 16)

and remains below the bottom

of the company’s target leverage

range of 0.5 to 1.0 times.

Based on the business outlook,

capital requirements and

continued strong cash flows

the Board has declared a fully

imputed final dividend of 6.0

cents per share bringing the

total normal dividends declared

in relation to the 2022 year to

9.0 cents per share.

Outlook

It has been a soft start to 2023,

especially given the subdued

real estate market. However,

March 2023 is tracking to deliver

growth over 2022.

Cost pressures remain across

the business and we continue

to be focused on substantially

mitigating these through

disciplined cost controls.

There is uncertainty across the

economy and the market and

we will update you further at the

Annual Shareholders Meeting on

26 April 2023.

We are pleased to have made

significant distributions to

shareholders over the past year.

120

100

80

60

40

20

0

-20

2.1

1.6

1.1

0.6

0.1

-0.4

Net Debt ($m)

Net Debt / (Cash) (LHS)

Leverage Ratio

(Net Debt / 12 Month Operating EBITDA)

2018

1.5

2019

0.6

2020

-

2021

0.4

2022

1.8

Net Debt Reduction

8 NEW ZEALAND MEDIA AND ENTERTAINMENT

The Board has a desire to
operate at the lower end of

the target leverage ratio in the

current environment but will

continue to return excess capital

to shareholders, subject to the

operating environment and

investment opportunities.

Conclusion

We’re excited to be introducing

new innovative products to

market in 2023 and beyond that

will continue to engage audiences

and support advertisers. These

include live shopping, digital

advertising as a service, text to

speech technology, expanded

podcast content, a new

automobile vertical proposition

for DRIVEN and an upcoming

digital subscription vertical.

Although 2022 has been a

challenging year, the dedication

and adaptability of our team at

NZME has meant we have been

able to achieve very good results

once again this year. A big thank

you to our people at NZME, our

customers, support partners and

our shareholders.

A huge thanks also to our

audience of 3.6 million people6.

Thank you for engaging with

NZME – whether that be

through one of our many radio

stations, via our digital audio

platform iHeartRadio, one of

our newspapers, online, or via

our OneRoof property platform.

Your support of NZME is very

much appreciated and we look

forward to continuing to deliver

exceptional experiences for our

audiences well into the future.

Finally, a big thank you to the

NZME Board and the Executive

team for their support and

guidance through what has

been another challenging year.

Thank you for your hard work,

commitment and passion to

drive success at NZME, in turn

providing an excellent future for

the company and shareholders.

Michael Boggs

Chief Executive Officer

Barbara Chapman

Chairman

ANNUAL REPORT 2022 9

Financial Results
Statutory NPAT for 2022 was

$22.7million, which was lower

than last year’s $34.4 million

in 2021 which included a

$15.4 million gain on sale of

GrabOne.

Operating EBITDA1 was

$64.7 million in 2022 which

was 4% higher than last

year (excluding GrabOne).

Operating Revenue1 was

$364.6 million in 2022, up 7%

compared the 2021 operating

revenue excluding GrabOne of

$342.2 million.

Operating Expenses were

$299.9 million, an increase

of 7% due to:

- People and Contributors

costs were 9% higher than

2021 due to people costs

associated with the addition

of BusinessDesk, additional

resources to deliver the

government grant projects

and a one-off $1,000

discretionary bonus paid

to each eligible employee

make up around half the

increase. The remaining

increase relates to additional

resources to deliver growth,

and rate increases.

- Print and Distribution costs

were similar year-on-year

with increased paper and

distribution costs offset by

lower volumes.

- Content costs were higher

due to increased activity

in the re-selling of digital

services and increased

licence costs.

- Other expenses grew 14%

reflecting the impact of

the BusinessDesk / Radio

Wanaka acquisitions, higher

radio broadcast costs and

the return to more normal

levels of acitivity.

NZME’s Operating NPAT1 for

2022 was $23.3 million, up 10%

year-on-year resulting in an

operating earnings per share

of 12.1 cents compared to

10.7 cents in 2021.

Balance Sheet and Cash Flow

Net debt increased by

$31.0 million to $17.5 million as

at 31 December 2022 primarily

due to the capital return

programme completed in 2022.

At the end of 2021 the company

had a net cash position of

$13.5 million.

The Capital return programme

resulted in $27.3 million

returned to shareholders and

included $17.6m repurchase of

shares and a special dividend

paid of $9.7 million. In addition,

normal dividends of

$15.7 million were paid bringing

the total of distributions to

shareholders to $43 million.

Working capital excluding cash

increased by $11.6 million as a

result of:

- the increased value of paper

stocks held due to a decision

to hold higher volumes

combined with increased

paper cost.

- lower tax payable due to the

additional supplementary

dividends, which are treated

as tax credits were paid

during the year.

- the increase in receivables

is expected to be temporary

due to one-off timing of

certain receipts due.

Cash flow from operations

for the year was $37.5 million,

which is lower than 2021 due to

the decrease in working capital

and higher amount of tax paid

during the year.

Capital expenditure of

$10.7 million was higher than

the prior year which was

reduced due to covid.

Plant property & equipment,

intangibles and other non-

current assets decreased due to

depreciation and amortisation

exceeding capital expenditure.

Right of Use assets reduced in

line with the reduction in lease

liabilities as the term reduces.

1

Operating results presented are non-GAAP measures that include the impact of NZ IFRS 16, however, exclude exceptional

items to allow for a like for like comparison between 2021 and 2022 financial years. 2021 has been restated to exclude

the impact of GrabOne (sold October 2021). Please refer to pages 38-39 of the investor presentation for a detailed

reconciliation.

FINANCIAL

COMMENTARY

10 NEW ZEALAND MEDIA AND ENTERTAINMENT

The audio division includes NZME’s many
radio brands, as well as digital audio

platform iHeartRadio.

Total audio revenue was $113.9 million in

2022, up 7% year-on-year. NZME’s digital

audio platform, iHeartRadio, continued

to grow with digital revenue 54% higher

than in 2021.

NZME’s share of total audience grew

to 37.7%, up 0.3 percentage points

compared to 2021. For the first time in

NZME history, its radio stations reached

more than 2 million people, with

Newstalk ZB remaining New Zealand’s

number one commercial radio station1

– a position it has held for 15 years. In

addition, the radio revenue market share

was 41.4% which was 0.5 percentage

points above 20212.

NZME continue to grow its 10+ audience

market share to deliver revenue

ambitions, leveraging off NZME’s

platform of 3.6 million3 New Zealanders

to help grow audio audience.

NZME continues to dominate the

commercial podcast network in New

Zealand, reaching over 50 million

podcast downloads and growing4.

Since September 2021, when the Triton

Podcast Ranker was first introduced in

New Zealand, NZME’s network has taken

out the Top Network spot, regularly

seeing more than 4 million monthly

podcast downloads across its network4.

NZME will continue to enhance its

commercial offering in 2023 with a

range of new podcasts and content via

iHeartRadio and across other podcast

networks, with sales representation

agreements including the addition of

the Stitcher Podcast network to support

revenue growth.

NZME also celebrated one of its biggest

wins at the NZ Radio Awards 2022,

taking out six of the seven awards in

the premier category and winning the

majority of the overall awards’ pool.

Newstalk ZB was once again a standout

performer, taking out eleven awards in

total, including four premier awards.

1

GfK RAM, Commercial Radio, Total NZ S2, S4 2022, M-S 12mn-12mn, M-F 6am-9am, Share %, Cume 000, AP10+.

2 PwC Radio advertising market benchmark report, rolling 12-month average to 31 Dec 2022. FY 2020 and 2021

figures as previously stated in FY 2021 results announced on 23 February 2022. Note: report excludes independent

broadcasters, contra revenue and digital audio. 3 Source: Nielsen CMI Q4 21 – Q3 22 November 22 Fused AP15+.

Monthly coverage for Daily & Community titles, Weekly coverage for Newspaper Inserted Magazines, Monthly UA

for Digital, Weekly Reach for Radio (GfK RAM S3 22). Note: Fused data has potential for duplication. 4 Triton NZ

Podranker Jan – Dec 2022 – total downloads. 5 Adswizz and StreamGuys, TLH, monthly average for the quarter.

6 NZME Analysis.

AU DIO

Digital Audio Revenue

Revenue ($m)

7.0

6.0

5.0

4.0

3.0

2.0

1.0

-

2022

2021

20202019

8.0

7.0

6.0

5.0

4.0

3.0

2.0

1.0

0.0

Q1 2020

Q2 2020

Q3 2020

Q4 2020

Q1 2021

Q2 2021

Q3 2021

Q4 2021

Q1 2022

Q2 2022

Q3 2022

Q4 2022

Digital Audio Total Listening Hours

Listening Hours (millions)

ANNUAL REPORT 2022 11

PUBLISHING
1

Includes the impact of the BusinessDesk acquisition 2NZME Analysis.

NZME Publishing includes

all NZME’s print publications

nationwide, as well as digital

news and journalism products.

Total publishing revenue was

$225.4 million in 2022, up 6%

compared to 2021.

Total reader revenue increased by

2% to $83.7 million, with strong

digital subscription revenue

growth of 39% to $16.1 million,

which more than offset the

decline in print reader revenue.

Total subscribers across print

and digital grew to 209,0001,

including 113,000 digital only

subscriptions.

Total advertising revenue grew

2%, with digital advertising

revenue making up nearly half

of the Publishing division’s

advertising revenue for 2022 and

growing 6% compared to 2021.

NZME formally acquired esteemed

business news, opinion and

analysis website BusinessDesk

on 17 January 2022, and with the

introduction of BusinessDesk

and Herald Premium bundles,

drove strong growth in corporate

subscriptions.

80.0

70.0

60.0

50.0

40.0

30.0

20.0

10.0

0

2022202120202019

Digital Publishing Revenue

Revenue ($m)

202020212022

Number of Subscribers

250,000

200,000

150,000

100,000

50,000

0

Print OnlyDigital Entitled

Paid Digital

Subscriptions Mix

12 NEW ZEALAND MEDIA AND ENTERTAINMENT

1
Nielsen Online Ratings monthly average Jan 20 - Dec 2022 AP15+ (excludes APP). 2 NZME Analysis

ONEROOF

The OneRoof division includes the

OneRoof property platform and

all NZME’s real estate publications

including OneRoof Property

Report and OneRoof regional

editions.

Total OneRoof revenue increased

7% to $22.9 million, with 30%

growth in digital revenue to

$10.5 million, despite a cooling

housing market. Digital growth

continues to out-pace print

resulting in a stronger digital

revenue mix.

A full customer experience

analysis was undertaken in 2022,

with an action plan developed to

increase audience engagement.

A new OneRoof brand campaign

was delivered to increase

unprompted brand awareness and

preference, with digital marketing

strategies also implemented to

build on total platform sessions.

Localised strategies were also

deployed across the country to

encourage real estate agents to

include all listings with OneRoof.

OneRoof’s monthly audience

continues to grow and finished

the year with significantly reduced

audience gap to the number one

New Zealand real estate platform.

OneRoof listing upgrade products

are a key revenue driver with the

conversion rate of base listings to

upgraded product a key strategic

metric. The conversion rates

for the last quarter of 2022 were

40.9% for Auckland and 14.9% for

other regions residential listings

which was up from 27.5% and 7%

respectively in 2021.

12.0

10.0

8.0

6.0

4.0

2.0

-

20222021

2020

2019

Digital OneRoof Revenue

Revenue ($m)

700,000

600,000

500,000

400,000

300,000

200,000

100,000

0

Jan 20

Mar 20

May 20

Jul 20

Sep 20

Nov 20

Jan 21

Mar 21

May 21

Jul 21

Sep 21

Nov 21

Jan 22

Mar 22

May 22

Jul 22

Sep 22

Nov 22

OneRoof Monthly Audience

Unique Audience

ANNUAL REPORT 2022 13

New Zealanders look to our
platforms for quality news

they can trust. We take our

responsibility seriously to ensure

our journalism is fair, accurate

and balanced, and to ensure our

communities are connected, and

our people are healthy and safe.

We have supported our people

with an increased focus on

wellbeing and engagement at

NZME, including through regular

communication, the availability

of our employee assistance

programme, Benestar, and

ensuring that our leaders are

equipped to support flexible and

hybrid working models for team

members as well as the general

wellbeing of our team members.

NZME’s has a Diversity and

Inclusion Committee that is

charged with ensuring that NZME

maintains its focus on initiatives

to support diversity and inclusion

at NZME. During the year these

initiatives included a Menstruation

& Menopause Policy to support

team members in the workplace,

including the provision of free

sanitary items, and a Gender

Identity and Transitioning Policy

to support team members

bringing their gender identity

to work and also provision of

education and information to all

about gender identity.

In 2022, NZME launched a new

employer brand promise, ‘This

Could Lead Anywhere’ with a

focus on the endless possibilities

available to employees of NZME.

We aim to attract and retain talent,

highlighting the career pathways

available to people at NZME,

supported by the 2023 launch

of ‘Develop Me’, a leadership

development programme to

accelerate leadership capabilities

across the business.

NZME supports the increasing

ESG (environmental, social and

governance) regulation and is

committed to ensuring we have

a sustainable business

that supports the wellbeing

of our community, people

and environment.

NZME has developed and issued

a Modern Slavery Statement

and is taking several steps

to prepare for New Zealand’s

modern slavery legislation. We

are identifying key overseas

suppliers to assess where there

is any risk of exposure to modern

slavery practices within our

supply chain, as well as reviewing

our contractual terms to further

reduce risk of these practices.

We have also filed two modern

slavery statements in Australia -

this is discussed on page 37.

The following tables outline

the progress made to date

across the three key pillars:

communities, people and

environment. NZME is

developing a roadmap for its

sustainability commitment up

to 2030 and will report on this

in our 2023 Annual Report,

which will include for the first

time the required climate-

related disclosures.

We are committed to protecting the craft of journalism and

broadcasting to keep Kiwis in the know.

OUR SUSTAINABILITY

COMMITMENT

Case Study: ‘This Could Lead Anywhere’ was

launched to ensure NZME attracts, retains and

develops the very best talent in New Zealand,

supported by the DevelopMe leadership

programme launching in 2023.

14 NEW ZEALAND MEDIA AND ENTERTAINMENT

OUR COMMUNITIES
We connect and empower

our communities.

OUR PEOPLE

We provide a workplace

that fosters innovation,

engagement and inclusion.

OUR ENVIRONMENT

We take our responsibility

to the environment

seriously.

We are committed to protecting the craft of journalism and

broadcasting to keep Kiwis in the know.

NZME’s sustainability programme is aligned to the guidelines set out in the UN Sustainable Development Goals

– an international blueprint to achieve a better and more sustainable future for everyone.

Best

practice

Recycling

Responsibility

Responsible

reporting

Championing

the craft

Connecting

communities

Equipping our

people

Sharing our

platforms

Promoting a

healthy, diverse

and safe workplace

Case Study: The Big Boost was an extension of the

highly successful The 90% Project - a 2021 campaign

that aimed to get 90 percent of New Zealanders

vaccinated against COVID-19 by Christmas 2021. The

Big Boost was supported by the Ministry of Health,

leading to The Big Boost week, during which more

than 300,000 New Zealanders received their third

dose of the COVID-19 vaccine (otherwise known as

a booster). We used our platforms to share health

updates, raise awareness and prepare Kiwis for the

waves of COVID-19 that would come.

ANNUAL REPORT 2022 15

Through our digital platforms,
radio networks, extensive range

of publications and our growing

suite of podcasts, NZME was

proud to provide quality, trusted,

diverse and balanced journalism

and entertainment.

NZME is deeply involved in

our communities and as one

of Aotearoa New Zealand’s

largest media companies we

facilitate conversations about

the topics that matter to Kiwis,

and we continue to partner

with charitable organisations

throughout the year (see page 17).

In 2022, NZME launched a major

wellbeing and mental health

campaign 'Great Minds' – the

search for happiness, alongside

the NZ Herald’s 'In Her Head'

series, campaigning for better

women’s health services.

NZME has joined the Shielded

Site Project, to provide a safe way

for victims of domestic violence

in our communities to find help.

Every NZ Herald digital page has

a Shielded Site icon, which leads

to a domestic violence support

portal, without it showing up in

browser history.

Together with World Vision, the

NZ Herald highlighted the plight

of millions of refugees from the

war in Ukraine, with numerous

personal stories shared across

our platforms. More than

$1.9 million was raised for World

Vision, to support children and

families who had been forced to

flee Ukraine.

We use our wide reach across

Aotearoa to provide a range of

opinions and ensure diversity

of voice. The Herald on Sunday

relaunch introduced an even

more diverse group of columnists,

including Pasifika law student

Shaneel Lal, who was instrumental

in getting conversion therapy

banned in New Zealand, and Alice

Soper, a staunch advocate for

women’s rugby.

We connect and empower our communities.

OUR COMMUNITIES

Case Study: Launched in 2022,

Talanoa, Voices of the Pacific, is NZ

Herald’s home of Pasifika news and

storytelling led by Vaimoana Mase,

Pasifika Editor.

Pictured: On-air hosts Brad

Watson and Laura McGoldrick,

The Hits Drive show.

16 NEW ZEALAND MEDIA AND ENTERTAINMENT

INITIATIVEPROGRESS
RESPONSIBLE REPORTING

AND BROADCASTING

Through best practice

broadcasting and journalism,

we will provide a diverse and

balanced reporting platform,

promoting the law and holding

the powerful to account.

Where justified in the interests of freedom of expression, open justice

and holding the powerful to account, NZME invests in legal challenges

to suppression, take down orders, access to court files and other

media law challenges. In 2022 NZME participated in more than 30 legal

challenges, some of which involved continued investment in opposing

or appealing to the High Court, Court of Appeal and the Supreme

Court. In 2022 NZME continued with the Open Justice Project, which

provides NZME with additional funding for court reporting through

Public Interest Journalism funding.

NZME strives to adhere to our Editorial Code of Conduct & Ethics

and the principles and standards of the NZ Media Council and the

Broadcasting Standards Authority (BSA).

RegulatorNumber of Upholds

20212022

BSANilOne uphold

Media Council

One uphold and


One partial uphold

Three upheld

CONNECTING

COMMUNITIES

We are deeply involved in our

communities and as one of

New Zealand’s largest media

platforms we will facilitate

conversations about the topics

that matter to Kiwis.

We have maintained our commitment to our communities through

the presence of local journalists and broadcasters. We employ 596

journalists and broadcasters nationwide, up from 550 in 2021.

We increased diversity of content and contributors across our platforms.

Initiatives in 2022 included:

• The launch of Talanoa, Voices of the Pacific, NZ Herald’s home of

Pasifika news and storytelling

• The NZ Herald joined with broadcasters Moana Maniapoto and

Toby Mills of Tawera Productions, Tapu Misa of E-Tangata and NZ

On Air to present Moana Jackson: Portrait of a Quiet Revolutionary,

a 50-minute documentary which provided an insight into one of

modern Maoridom's greatest thinkers in the final months of his life

• Matariki (marking the beginning of the new year in the Māori

lunar calendar) was celebrated by our Te Rito cadets, producing

a collection of stories on Kāhu including a special animation

to educate people about the significance of Matariki and the

explanation of the stars, working with Stacey and Scotty Morrison

• Te Wiki o te Reo Māori (Māori language week) events, including Te

Reo Māori news bulletins and news content, podcasts and video

content across our online platforms

• NZME continued its media partnership with Auckland Unlimited

across major summer cultural festivals including Diwali and Pasifika

We continue to participate in and support Local Democracy Reporters

(NZ On Air funded journalists), hosting two (of 14) democracy reporters

in our newsrooms in 2022.

SHARING OUR PLATFORMS

We will use our wide reach

across New Zealand to provide

a range of opinion and ensure

a diversity of voices.

We have utilised our platforms to fight for New Zealanders including

the disadvantaged, facilitating conversations that matter and holding

the powerful to account. Refer to examples case studies on page 18.

We will use our wide reach across New Zealand to provide a range of

opinion and ensure a diversity of voices.

In 2022 we have championed and supported charitable causes,

providing support to:

Breast Cancer Foundation, Cure Kids, Cystic Fibrosis NZ, Graeme Dingle

Foundation, Leukemia & Blood Cancer New Zealand, Men’s Health

Week, Sir John Kirwan Foundation, The Funding Network New Zealand,

Women’s Refuge World Vision, Women’s Refuge (Shielded Initiative).

ANNUAL REPORT 2022 17

Case Study:
In Her Head was a NZ Herald campaign for better

women's health services. Health reporter Emma

Russell investigated what's wrong with our system

and talked with wāhine who have been made to feel

their serious illness is a figment of their imagination

or "just part of being a woman".

Case Study: In 2022, NZME launched a new

sustainable fashion-forward partnership with New

Zealand clothing design powerhouse RUBY through

Liam patterns. NZME and RUBY created a circular

solution, turning wastepaper from the end of

newspaper print rolls from NZME’s Ellerslie printing

press into printed clothing patterns under RUBY’s Liam

Patterns brand.

18 NEW ZEALAND MEDIA AND ENTERTAINMENT

Case Study:
The Alternative

Commentary Collective

(The ACC) partnered

with The Movember

Foundation NZ

launching The ACC

Golf Open along with

The Movember Sports

Club, which has now

expanded into six

events held around

New Zealand.

Case Study: Matariki was celebrated by our Te Rito

cadets who produced a collection of stories to

educate people about the significance of Matariki,

and the explanation of the stars.

Case Study:

NZME partnered with Philips Search

& Rescue Trust which saw the

Trust supported by NZME’s media

platforms to raise much needed

funds to operate its helicopters.

ANNUAL REPORT 2022 19

We provide a workplace that fosters innovation,
engagement and inclusion.

NZME strives to maintain its

position as an employer of

choice in the media industry.

In 2022 we finished the year

with an Employee Net Promoter

Score that was within the top

25 percent, and approaching

the top 10%, of consumer media

businesses globally.

NZME has launched a

development programme for our

leaders. The new programme,

'Develop Me', will be rolled out in

2023 and aims to create vibrant

and exceptional leadership

across NZME.

NZME continues to uphold

a high performing health

and safety culture, regularly

reporting on our performance

(refer to page 42). In 2022

the protection of our team

from the risks of COVID-19

was again a priority focus,

continuing to support flexible

ways of working that ensured

business continuity. NZME is

cognisant of the high-profile

nature of our leading media

brands and the need to protect

the health and safety of our

people in the public eye (seen

as representatives of these

brands). There is a focus on

supporting our people and

putting in place safety and

security measures whether they

are out in the field, in the office

or interacting online.

Initiatives to support and

promote mental health and

wellbeing included resiliency

workshops, as well as continued

support through Benestar

- our Employee Assistance

Programme. NZME introduced a

Gender Identity and Transition

Policy, and a Menstruation

and Menopause Policy, which

provides access to free sanitary

items for our people.

In 2022, NZME’s focus on

improving diversity across the

business continued, with 21

Te Rito journalism cadets.

Te Rito is an industry

collaboration to train and

develop new journalism cadets,

including those from Māori,

Pasifika, LGBTQ and other

communities traditionally

under-represented in media. At

completion of the programme,

eight of the graduates are set to

move into a mix of permanent

and fixed-term roles with NZME,

with others being offered

roles with our media partner

organisations. NZME looks

forward to continuing this cadet

programme for a second round

in 2023, offering 12 cadetships.

OUR PEOPLE

Pictured: NZME celebrates Chinese New Year

at Graham Street offices, Auckland.

20 NEW ZEALAND MEDIA AND ENTERTAINMENT

300
250

200

150

100

50

0

< 1 Y1 -2 Y3 - 5 Y6 - 10 Y11 - 20 Y21 - 30 Y31 Y +

LENGTH OF SERVICE

0%20%40%60%80%100%

Middle Eastern

ChineseEuropean

Indian

Māori

UndeclaredOther Ethnicity

Other Asian

Pacific Peoples

ETHNICITY

FULL TIME

72%

PART TIME

10%

CASUAL

13%

CONTRACTOR

5%

CONTRACT TYPE

5564

16%

65+

5%

4554

22%

<24

9%

2534

25%

3544

24%

AGE GROUP

60%

40%

BOARD

57%

43%

30%

70%

51%

49%

FM

PEOPLE

LEADERS

EXECUTIVE

ALL PEOPLE

GENDER / LEVEL

ANNUAL REPORT 2022 21

INITIATIVEPROGRESS
PROMOTING A HEALTHY,

DIVERSE AND SAFE

WORKPLACE

We will embed a high

performing health and safety

culture and will regularly

report on our performance. We

will strive for a collaborative

and welcoming place to work

that celebrates diversity. We

will adopt and strengthen

policies for the promotion of

gender equality.

We have been highly focused on safety engagement in 2022 and

have seen an increase in the number of employees proactively

reporting incidents. Please refer to page 42 for further detail. We

have been focused on engaging our leadership team in health,

safety and wellbeing and stepping in and taking preventative

actions as soon as an issue is identified.

The Diversity and Inclusion Committee hosted a calendar of events

including:

• Chinese New Year and the Chinese Moon Festival with a cultural

performance and traditional Chinese lunch

• Unconscious Bias training through our partnership with

Diversity Works NZ

• Pink Shirt Day participation advocating for a culture free from

bullying, harassment, and discrimination

• Hosting a panel session for International Women’s Day with

a group of NZME leaders discussing gender bias and how to

foster allyship in the workplace

• Te Wiki o te Reo Māori (Māori language week) events, including

Te Reo Māori zoom sessions to inspire and teach everyday Te

Reo Māori

• Diwali – Festival of Light with Professor Paul Spoonley

• Wellbeing Week – with support from Benestar and a focus on

mental health, women’s and men’s health.

NZME has maintained the Rainbow Tick certification mark (awarded

to organisations that demonstrate diversity and inclusion, measured

through a thorough assessment process).

NZME supports initiatives that reduce the gender pay gap and

eliminate gender inequities across the business as demonstrated

through the roll out of “Understanding Unconscious Bias” training for

leaders, and the introduction of the Menstruation and Menopause

Policy and the Gender Identity and Transition Policy. NZME continues

to closely monitor relevant data points across the business to hold

leaders accountable and ensure continued progress with diversity,

inclusion and reducing inequities.

OUR PEOPLE

22 NEW ZEALAND MEDIA AND ENTERTAINMENT

INITIATIVEPROGRESS
PROMOTING A HEALTHY,

DIVERSE AND SAFE

WORKPLACE

Continued

We are striving for diversity at Board, Executive and People Leader

levels:

In 2022, for gender, we have at Board level F60%:M40%, at

Executive level F30%:M70% and for our People Leaders F49%:M51%

For ethnicity, we have at Board level all members identifying as

European and at Executive level 10% identifying as Chinese and

90% as European and for our People Leaders we have 84.9%

European, 7.6% (2021: 6.8%) Maori, 3.1% Indian, 2.2% Chinese and

2.2% Other Ethnicity.

A mandate remains that at least 20% of all interns be non-European

and this has been supported by our Te Rito cadet programme and

our partnership with Tupu Toa. Our recruitment processes have

been refreshed to support diverse recruitment.

NZME supports flexible working for diverse needs and/or shared

responsibility in the household. Policies and initiatives in 2022 to

support this included work to refresh our processes and policies

and better support leaders to manage hybrid and flexible working

arrangements.

CHAMPIONING THE CRAFT

We will ensure we are

mentoring the next

generation of journalists and

broadcasters. We will develop

our people to maintain and

grow the craft.

NZME was voted Top Graduate Employer in the media and

communications category in the Top 100 Graduate Employers in

GradNewZealand’s 2022 Student Survey. 26 interns and cadets

(2021: 19) were part of our team at NZME in 2022.

We highlighted our broadcast and journalistic talent through online

profiles and supporting our journalists on television panels such as

Q&A and The Nation.

A total of 247 hours (2021: 115 hours) of media law and regulation

training was undertaken by our journalists and broadcasters at NZME

in 2022, with a focus on BSA training due to updated codes.

Refer to page 26 for our Awards list celebrating the talent and

commitment of our people.


EQUIPPING OUR PEOPLE

We will commit to offering our

staff relevant and impactful

training to create new

opportunities for growth and

innovation.

NZME has launched a leadership development programme for our

leaders. The new programme, “DevelopMe”, will be rolled out in

2023 and aims to create vibrant and exceptional leadership across

NZME.

ANNUAL REPORT 2022 23

In 2022, NZME’s print operations in Ellerslie,
Auckland were awarded the Toitu enviromark gold

certification. We are gold standard at reducing

waste, working efficiently, and minimising

harm to the environment and our people. The

Waste Committee and Plastic Reduction Project

initiatives, both based at the Ellerslie print plant,

are discussed on page 25.

NZME continues to collaborate with our suppliers

and partners to ensure best practice sustainable

operations. We are in the process of finalising

a Responsible Sourcing Policy to ensure we

partner with suppliers, aligning our focus on the

environment and sustainability.

A recent review of our motor vehicle fleet has

resulted in us working with our fleet car supplier,

Orix, to introduce hybrid vehicles in 2023. We look

forward to continuing to work with Orix to lower

our carbon emissions in this area.

We take our responsibility to the environment seriously.

OUR

ENVIRONMENT

Case Study: The NZ Herald

continued to take part in the

annual Covering Climate

Now – a global news media

initiative highlighting the

need for action against

climate change.

24 NEW ZEALAND MEDIA AND ENTERTAINMENT

The numbers in this table have not been independently audited.
INITIATIVEPROGRESS

RECYCLING

We will separate our internal

waste streams – including

paper, food and green waste,

and recyclables – to optimise

value and reduce environmental

impacts.

The Waste Committee and the Plastic Reduction Project (PRP) both

launched in 2020 and continued to accelerate initiatives in 2022 across

both production and distribution teams at the Ellerslie print plant.

The PRP led to a reduction in plastic used at the plant. NZME has

optimised the number of papers per bundle to reduce the total

bundle numbers, with an expected reduction of 41,000m of plastic

per year. 2022 resulted in 49 tonnes of plastic use at the print plant

in 2022, a decrease of 5% from 52 tonnes of plastic used in 2021.

The following initiatives were implemented by the Waste

Committee during 2022:

• Removal of all general rubbish bins

• All cardboard materials diverted from landfill to a dedicated

collection point

• Our people encouraged to reuse broken or unserviceable wood

pallets as firewood or DIY projects, diverting them from landfill.

In 2022, NZME continued to identify and initiate the recycling

of batteries, ink and toner cartridges at more of our offices. At

the Auckland Central office, where there is a barista station, we

removed all plastic coffee cups. NZME supported Plastic Free July,

World Car Free day in September and Recycling Week in October

throughout the organisation.

In 2022, 29 tonnes of general waste was removed from the print

plant; this was a reduction of 25% from 2021 (restated 2021: 39

tonnes).


BEST PRACTICE

We will maintain our print

operation’s Environmental

Management System.

We will collaborate with our

suppliers and partners to ensure

best practice sustainable

operations.

NZME’s print operations were again awarded the Toitu Enviromark

Gold certificate in 2022. NZME has attained gold level certification

since 2011.

We are in the process of finalising a Responsible Sourcing Policy to

be adhered to for our sourcing requirements.

Employees travelled 3.8 million kilometers within NZ in 2022, this

is up slightly from 2021 (with the restated amount of 3.5 million

kilometers), due to the return of domestic travel and events.

In 2022 carbon emissions from our motor vehicle fleet were 522

tCO2e, higher than in 2021 (which has been restated as emissions

of 491 tCO2e). The intention is to introduce hybrid vehicles into the

fleet to lower carbon emissions in this area.

Our newspaper distribution network generated 2,855 tCO2e in

2022, this decreased by 5% from 2021 (restated 3,000 tCO2e). This

reduction is due to optimising distribution routes and reducing

kilometers travelled on the network.



RESPONSIBILITY

We will share our platform to

promote environmental issues

impacting Kiwis including

carbon emissions and climate

change.

Our motoring website, DRIVEN, regularly covers the impact motor

vehicles can have on our environment. During 2022 DRIVEN

produced a Sustainable Mobility/Motoring guide which included a

clean car feebate calculator to help readers understand what cars

will receive government discount or fee, along with other pieces of

advice regarding sustainable motoring.

ANNUAL REPORT 2022 25

We are proud of our people and
their achievements. In 2022 we

celebrated with the following

award wins:

GradNew Zealand

Top 100 Graduate Employers

(Media & Communications): NZME

IAB NZ Digital Advertising Awards

Categories won by NZME:

• GOLD - Audio Sales Excellence:

Sarah Catran

• GOLD - NZME Podcast Network:

James Butcher, Sarah Catran,

Sam Collins

INMA

Categories won by NZME:

• Best Public Relations or

Community Service Campaign,

Groups: 'The 90% Project'

• Best Multi-Channel Client

Advertising Campaign, Groups:

NZME x Tourism Australia — Think

You Know Australia? Think Again

NZ HR Awards

• Excellence - HR Team of the Year

NZ Law Awards

• Excellence - Inhouse Team

of the Year

NZ Podcast Awards

Categories won by NZME:

• GOLD - Best Business Podcast:

Money Talks, NZ Herald

• GOLD - Best Radio Podcast: ZM's

Bree & Clint, ZM Podcast Network

NZ Radio Awards

Categories won by NZME:

• Network / Metropolitan Station

of the Year: Newstalk ZB

• Sir Paul Holmes Broadcaster

of the Year: Mike Hosking,

Newstalk ZB

• Best Network Team Show: ZM's

Fletch, Vaughan & Megan,

Carl Fletcher, Vaughan Smith,

Megan Papas, Anna Henvest,

Sarah Mount, Jared Pickstock,

Carwen Jones, Hayley Sproull,

ZM Network

• Best Talk Presenter - Breakfast or

Drive: Heather du Plessis-Allan,

Heather du Plessis-Allan Drive,

Newstalk ZB Network

• Best Talk Presenter - Non-

Breakfast or Drive: Marcus Lush,

Marcus Lush Nights, Newstalk

ZB Network

• The Blackie Award': Hayley's

Driver's Licence, Hayley Sproull,

ZM Network

• Best Content Director / Content

Team: Jason Winstanley,

Edward Swift, Laura Heathcote,

Newstalk ZB Network

• Best Show Producer or

Producing Team - Music Show:

Ben McDowell, Anastasia

Loeffen, ZM's Bree & Clint,

ZM Network

• Best Show Producer or

Producing Team - Talk Show:

Michael Allan, Sam Carran,

Glenn Hart, The Mike Hosking

Breakfast, Newstalk ZB Network

• Best Station Imaging: Alistair

Cockburn, Brynee Wilson, Sam

Harvey, Zoe Norton, ZM Network

• Best Station Trailer: ZM's Add

to Cart, Alistair Cockburn,

Tom Harper, Sarah Accorsi,

Claire Chellew, ZM Network

• Best Video - Short Form:

Taskmaster NZ Co-Pro, Claire

Chellew, Anthony Plant, Allan

George, Susan Bridges, Evan

Paea, Radio Hauraki Network

• Best Network Station Promotion:

The Box, Alistair Cockburn,

Gary Pointon, ZM Network

• Best Digital Content: ZM Online,

Megan Sagar, Carwen Jones,

Sarah Mount, Rowan Naude,

Ella Shepherd, Gary Pointon,

ZM Network

• Best Branded Podcast: HP

Business Class, Phil Guyan,

Heather du Plessis-Allan,

Josh Couch, Mick Andrews,

Stephanie Soh, Emma Freeman,

Anna Lawson, Drum Agency /

Newstalk ZB

• Best Podcast by a Radio Show:

The Matt & Jerry Show Podcast,

Matt Heath, Jeremy Wells, Chris

Goodwin, Finn Caddie

• Best Local Music Host: Dave

Nicholas, The Hits Auckland

• Best News Story - Team

Coverage: Delta 2021, Newstalk

ZB Team, Newstalk ZB Network

• Best Newsreader: Niva

Retimanu, Newstalk ZB Network

2022 AWA R D S

26 NEW ZEALAND MEDIA AND ENTERTAINMENT

• Best Sports Reader, Presenter
or Commentator: D'Arcy

Waldegrave, All Sport Breakfast &

Sportstalk, Newstalk ZB Network

• Best Sports Story - Team

Coverage: ICC World Test

Championship, Bryan Waddle,

Jeremy Coney, Andrew Alderson,

Malcolm Jordan, Peter McGlashan,

Craig Cumming, Andy McDonnell,

Gold AM Network

• Best Client Promotion/

Activation: Jono & Ben's Battery

Operated Torch Tour with The

Warehouse, Harriett Whiting,

Danielle Tolich, Ben Boyce, Jono

Pryor, Ben Humphrey, Margaret

Hawker, Gareth McDonald,

Ben Sullivan, Sarah De Villers,

Jessica Boell, Anthony Plant,

The Hits Network

• Best Marketing Campaign:

Newstalk ZB Brand, Monique

Hodgson, Xanthe Williams

• Best Voice Talent: Chris Ryan,

NZME

• Sales Team of the Year: NZME

Taranaki, Nikki Verbeet, Tracey

Black, Colleen Deegan, Carole

Morgan, Julie Petley

NZ Shareholders' Association

Business Journalism Awards

Categories won by NZME:

• Business News - Oliver Lewis,

BusinessDesk

• Young Business Journalist -

Riley Kennedy, BusinessDesk

• Business Features:

Murray Jones, BusinessDesk

NZTV Awards

• Television Personality of

the Year: Bree Tomasel

(ZM Drive show host)

Pride in Print Awards

Categories won by NZME:

• 2 Gold Medals for editions of the

NZ Herald Compact

• 1 Gold Medal for an edition of

the Travel Magazine

Voyager Media Awards

Categories won by NZME:

• News App of the Year: NZ Herald

• News Website of the Year:

nzherald.co.nz

• Best Data Journalism:

Chris McDowall and Keith Ng

• Best Editorial Campaign or

Project: The 90% Project

• Best Reporting - Art & Culture:

Steve Braunias

• Best Reporting - Crime &

Justice: Jared Savage

• Best Reporting - Local

Government: Felix Desmarais

• Best Reporting - Science:

Jamie Morton

• Editorial Leader of the Year -

Hamish Fletcher

• Best Photography - Sport:

John Cowpland

• Photographer of the Year:

Brett Phibbs

• Best Newspaper Magazine:

Canvas

• Weekly Newspaper of the Year:

The Weekend Herald

• Feature Writer of the Year

(Short-Form): Simon Wilson

• Best First-Person Essay

or Feature: Simon Wilson

• Best Documentary:

The Brains Trust

• Best Student Journalist:

Jem Traylen BusinessDesk

Webstar Magazine Media Awards

Categories won by NZME:

• Best Cover - Consumer special

interest, current affairs, business

and trade - Viva Magazine

• Best Advertising Solution -

Viva Magazine

ANNUAL REPORT 2022 27

THE NZME
BOARD

Carol Campbell

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

chair of NZ Post Limited and Kiwibank Limited, and a

director of T&G Global Limited, Asset Plus Limited,

Chubb Insurance Limited.

Barbara Chapman

Independent Chairman

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 Chairman of Genesis Energy

Limited and holds an independent directorship on the

board of Fletcher Building Limited and Bank of New

Zealand. She is also Deputy Chair of The New Zealand

Initiative and Patron of the New Zealand Rainbow

Excellence Awards. Barbara was appointed Chairman

of the NZME Board in June 2020.

28 NEW ZEALAND MEDIA AND ENTERTAINMENT

David Gibson
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 has advised on many

of New Zealand’s largest capital market transactions,

including within the media industry. David is director

of Freightways Limited, Goodman (NZ) Limited and

Rangatira Limited.

Sussan Turner

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 and

Director of Aspire2 Group Limited, one of the leading

private tertiary education groups in New Zealand and

is passionate about building executive teams and

company cultures. Sussan has extensive experience as

a director and is currently Pro-chancellor of Auckland

University of Technology.

Guy Horrocks

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. With clients including Expedia,

DreamWorks, HBO, OREO, CNN, Time Magazine as well as

NZ Herald, Horrocks helped launch over 100 mobile apps

with his award winning mobile agency Carnival Labs,

many of which were featured by Apple. Guy Horrocks has

since launched a new real-time data warehouse called

SOLVE and is also a director of New Zealand Mint Limited,

New Zealand’s only precious metal mint, and an advisor

to Tracksuit Limited.

ANNUAL REPORT 2022 29

Michael Boggs
Chief Executive Officer

Michael was appointed CEO of New Zealand Media and Entertainment (NZME)

in March 2016. Prior to that he held the Chief Financial Officer position at NZME.

Michael’s core focus at NZME has been to develop and implement a group wide

strategy to accelerate growth across NZME’s brands particularly in the areas of

subscription and classified offerings, digital and video content, while ensuring the

sustainable growth of the company’s traditional print and radio platforms. Michael has

extensive senior executive experience including as Chief Financial Officer at leading

insurance company Tower Limited. While at Tower, Michael managed the company’s

multibillion- dollar assets, its Pacific Islands operations, earthquake recovery

programme and the sale of Tower’s life insurance, health insurance and investment

management businesses. This industry leading work was recognised in 2014 when

Michael was awarded CFO of the year at the annual New Zealand CFO Awards.

Michael also has significant background in the telecommunications and technology

sectors with executive roles in the finance, commercial and business functions of

major organisations including Telstra’s New Zealand operations.

Shayne Currie

Managing Editor

As Managing Editor, a role he took up in 2015, Shayne is responsible for NZME's

300-plus journalists and the company's editorial and news strategy. His role includes

overseeing NZME’s unique mix of digital, print, audio and visual storytelling across the

New Zealand Herald, nzherald.co.nz, Newstalk ZB, Radio Sport, NZME’s five regional

daily newspapers and more than 20 community titles. In 2019, Shayne helped oversee

the successful launch of NZ Herald Premium digital subscriptions and he has helped

lead some of the most significant projects at the Herald in the past 15 years including

the launch of the Herald on Sunday in 2004 and the Herald's move to compact format

in 2012. He is a former editor of the NZ Herald and Herald on Sunday, and celebrated

his 30th year in journalism in 2019, including two decades in senior editorial leadership

roles across New Zealand. In 2016 he was awarded the Wolfson Scholarship at

Cambridge University in the UK, studying audience patterns in the digital age.

Paul Hancox

Chief Commercial Officer

Paul was appointed as Chief Commercial Officer in 2021. Prior to this, Paul was part

of the NZME Executive Team as Chief Revenue Officer, where he was accountable

for agency and key customer revenues, including programmatic, trading and

integration performance. In his role as CCO, he continues to oversee his existing

portfolio in addition to direct clients, and is accountable for revenue growth across

NZME platforms. Prior to joining the Executive team, Paul led a significant commercial

portfolio at NZME as Head of Agency, Enterprise, Events, Partnerships, Government

and Rural, a role he took up in January 2018. Paul previously spent 9 years in various

senior roles at MediaWorks including as Group Head of Revenue where he successfully

designed, implemented and managed the integration of the TV and radio sales teams.

Paul brings with him 25 years of experience in the media industry including a 9-year

stint with The Radio Network early in his career, operating in a variety of roles including

as Newstalk ZB and Radio Sport Sales and Marketing Manager.

THE NZME

EXECUTIVE TEAM

30 NEW ZEALAND MEDIA AND ENTERTAINMENT

Greg Hornblow
Acting Chief of OneRoof

Greg was appointed as the acting Chief of OneRoof in January 2023.

Greg has an incredibly strong commercial background, with more than 30 years of

experience working alongside real estate professionals in a variety of roles and in

advertising and marketing, including previously at NZME. His passion for the real estate

industry and proven track record will ensure OneRoof is well placed to create further

value for our agent partners.

Carolyn Luey

Chief Digital and Publishing Officer

Carolyn was appointed Chief Digital and Publishing Officer in August 2021.

After 5 years at NZME, Carolyn left as Chief Operating Officer in December 2016. She

then went on to senior transformational roles at MYOB and Vodafone where she was

Chief Consumer Officer.

With extensive experience as a strategic business leader in large New Zealand

telecommunications, technology and media companies, Carolyn brings a wealth of

knowledge and understanding of how best NZME can deliver growing digital audience

engagement for our commercial partners.

David Mackrell

Chief Financial Officer

David was appointed Chief Financial Officer of NZME in March 2019, leading NZME’s

Finance, Technology and Strategy functions. He moved to NZME from Heartland Bank

where he was their Chief Financial Officer.

David started his professional career at Ernst & Young as an Auditor before joining Air

New Zealand in 1992. His career at Air New Zealand spanned 25 years and a large gamut

of senior finance and commercial roles, finishing with the company as Deputy Chief

Financial Officer.

Katie Mills

Chief Marketing Officer

Katie joined the NZME Executive Team in December 2018 assuming leadership of the

company’s Marketing and Communications functions. Immediately prior, Katie held the

role of Group Marketing Director at Aspire2 Group Limited and was previously General

Manager (Global) Marketing & Communications at Opus International Consultants.

Along with Katie’s wide marketing industry experience, she also brings to her role, more

than 20 years of media-specific experience. 15 of those years were spent at MediaWorks

in senior leadership positions including as Head of Marketing, successfully developing

and delivering marketing and brand strategies for a portfolio of radio, digital, event and

television ventures.

ANNUAL REPORT 2022 31

Allison Whitney
General Counsel & Company Secretary

Allison joined NZME in 2013. As General Counsel she heads up the legal team and

manages the provision of legal advice and company secretarial services across NZME,

as well as leading NZME's Culture & Performance function. Prior to commencing her

role at NZME, Allison held roles both in-house and in private practice, including five

years as Legal Counsel at Westpac, six years as Group Legal Advisor to a London-

based international media group and three years in private practice at Kensington

Swan.

Allison brings over 20 years of legal experience to her role spanning areas from

corporate and commercial to intellectual property, consumer and media law.

Matthew Wilson

Chief Operations Officer

Matt was appointed Chief Operations Officer in December 2016. In this role, Matt

is responsible for NZME’s print product performance; driving NZME’s Operations

functions including print, distribution, print and digital subscriptions and advertising

production. Prior to that, Matt’s role was GM Print Operations for NZME.

His passion for media has resulted in over two decades of experience working across

NZME’s newspaper brands, including finance roles in print, commercial, content

and corporate through to leading the Newspaper Sales, Print and NZ Herald product

functions. During his time, Matt has led the consolidation of newspaper sales and

distribution functions across NZME, the development of NZME’s highly successful

distribution services business, and customer streams for the launch of Herald on

Sunday and NZH Premium digital subscribers. Matt’s focus on operating performance

has driven a strong passion for NZME’s people, their engagement and the culture

fostered in the company.

Jason Winstanley

Chief Radio Officer

Jason is one of New Zealand’s most experienced audio executives with extensive

experience across music and talk radio. He has led high profile and successful music

radio brands including 7 years as Assistant Content Director at ZM and 5 years as

Content Director of The Hits. He also led the successful transition of ‘Classic Hits’ to

the ‘The Hits’ brand in 2014.

In his most recent role as Head of Talk for NZME, Jason has led New Zealand’s #1 Radio

Station Newstalk ZB to record audience growth and continued commercial success.

Jason's role includes responsibility for the radio business and the content delivery to

support audience and revenue growth across NZME’s radio networks.

32 NEW ZEALAND MEDIA AND ENTERTAINMENT

ANNUAL REPORT 2022 33

GOVERNANCE FRAMEWORK
The Company is listed on the NZX Main Board and

has a Foreign Exempt Listing on the ASX (both

under the ticker code “NZM”). The ASX Foreign

Exempt Listing category is based on a principle

of substituted compliance recognising that, for

secondary listings, the primary regulatory role and

oversight rests with the home exchange and the

supervisory regulator in that jurisdiction.

As such, NZME is required to comply with a limited

set of ASX Listing Rules.

The Company’s corporate governance framework,

as described in this section, therefore primarily

takes into consideration contemporary standards

in New Zealand, incorporating the NZX Corporate

Governance Code (“NZX Code”).

The Group is committed to having a strong

governance framework and therefore complies

with the recommendations of the NZX Code (unless

specifically stated otherwise). The corporate

governance policies referred to in this section

reflect the Group’s governance framework as at 31

December 2022 (unless otherwise stated) and are

available on the Company’s website. The Board of

NZME has approved this corporate governance

statement.

PRINCIPLE 1 - CODE OF ETHICAL BEHAVIOUR

Directors should set high standards of ethical

behaviour, model this behaviour and hold

management accountable for these standards

being followed throughout the organisation.

Code of Conduct & Ethics

The Company’s Code of Conduct & Ethics governs

the Company and its subsidiaries’ commercial

operations and the conduct of directors,

employees, consultants and all other people when

they represent the Company and its subsidiaries.

The Code of Conduct & Ethics comprises certain

fundamental principles and demonstrates the

high standards of conduct expected of us. The

current Code of Conduct & Ethics was updated

on 11 April 2019. Reporting of breaches of the

Code is encouraged and steps for doing so are

set out in the Code of Conduct & Ethics and the

Whistleblower Policy.

The Company has provided training on the Code of

Conduct & Ethics in the form of a video series on

key points relevant to employees.

The Company also has an Editorial Code of

Conduct & Ethics which was extensively reviewed

during 2022 to align with international best

practice. This code is published on the Company’s

website and highlights our responsibility to the

truth - and to our communities and audiences

- and our commitment to journalism of the

highest quality possible that earns the trust of our

audience. The Code states our belief that freedom

of the press and dissemination of editorial content

is a cornerstone of a healthy, thriving democracy.

The Codes includes our responsibilities in relation

to accuracy, independence, opinion, editing,

diversity and conduct and integrity.

Securities Trading Policy

The Securities Trading Policy, which was reviewed

and updated based on best practice in 2022 and

is available on the Company’s website, details the

Company’s trading policy and guidelines, including

trading restrictions on dealing in the Company’s

quoted financial products. This policy applies to

the directors and all employees and contractors.

The Securities Trading Policy places additional

trading restrictions on the directors, the Chief

Executive Officer (“CEO”) and their direct reports

(and employees reporting directly to them), all

administrative staff of the CEO and direct reports

referred to above and anyone else notified by

NZME’s General Counsel.

PRINCIPLE 2 - BOARD COMPOSITION &

PERFORMANCE

To ensure an effective Board, there should be

a balance of independence, skills, knowledge,

experience and perspectives.

Role of the Board and Board Charter

The business and affairs of the Company is

managed under the direction and supervision

of the Board currently comprised (and as at

31 December 2022 was comprised) of independent

Chairman, Barbara Chapman, and independent

directors; Carol Campbell, David Gibson,

CORPORATE

GOVE RNANC E

34 NEW ZEALAND MEDIA AND ENTERTAINMENT

Sussan Turner and Guy Horrocks. The directors
acknowledge their duty to act in good faith and in

the best interests of the Company. The objective

of the Company is to generate growth, corporate

profit and shareholder gain from the activities of

the Group. In pursuing this objective, the role of the

Board is to assume accountability for the success of

the Company by taking overall responsibility for the

strategic direction and monitoring of operational

management of the Group in accordance with

good corporate governance principles. More

details regarding the main functions of the Board

and the distinction from the roles of management

can be found in the Board Charter available on the

Company’s website. No person ceased to be a

director of the Company during the financial year

ended 31 December 2022.

Director Nomination and Appointment

Directors are appointed by the Company’s

shareholders, with rotation and retirement being

determined by the Constitution. The Board may

appoint directors to fill casual vacancies. Directors

appointed to fill casual vacancies are required

to retire and stand for election at the first annual

shareholders’ meeting after their appointment.

The Governance & Remuneration Committee

recommends to the Board potential candidates for

appointment as directors. The Committee follows

the nomination and appointment processes set

out in the Governance & Remuneration Committee

Charter available on the Company’s website. The

Company enters into written agreements with each

newly appointed director establishing the terms of

their appointment.

Director Independence and Profiles

All of the Company’s directors, including the Chair,

are independent directors for the purposes of the

NZX Listing Rules as none of them are executives

of the Company or have direct or indirect interests

or relationships that could reasonably influence,

or could reasonably be perceived to influence, in

a material way, their decisions in relation to the

Company. The profile for each director is available

on the Company’s website and on page 28-29 of

the Annual Report. Information about director

attendance at meetings and ownership interests is

set out on pages 37 and 44 of the Annual Report.

Diversity and Inclusion

The Group believes that a diverse and inclusive

workforce is essential for it to be able to deliver

its strategic objectives and continue to meet its

responsibilities to its customers, its employees, the

communities in which it works, and its shareholders.

The Group is currently operating in accordance

with, and applying the principles of its Diversity and

Inclusion Policy which is available on the Company’s

website.

The Our People section on pages 20-23 of the

Annual Report sets out more detail about our

diversity and inclusion objectives and progress

towards achieving them. In accordance with the

Diversity and Inclusion Policy, the Board assesses

those objectives and NZME’s progress towards

achieving them on an annual basis. The Board is

comfortable with the Company’s 2022 performance

with respect to its Diversity and Inclusion Policy and

objectives but notes the ongoing nature of efforts to

meet those objectives.

The table below includes the quantitative breakdown as to the gender composition of NZME’s Board and

Officers as at the balance date.

As atBoardOfficers

1

MaleFemaleMaleFemale

31 December 20222373

31 December 20212373

1

The term ‘Officer’ is defined in the NZX Listing Rules as a person, however designated, who is concerned or

takes part in the management of the Issuer’s business, but excludes (i) a person who does not report directly

to the Board or (ii) a person who does not report directly to a person who reports to the Board. NZME has

interpreted this to mean the Chief Executive and any person reporting to the Chief Executive or the Board

directly. The numbers above therefore include the CEO and other members of the Group Executive Team.

ANNUAL REPORT 2022 35

Director Access to Training, Information and
Advice

On appointment the Company’s directors are

offered induction training as to the responsibilities

of the directors and to enable the director to

become familiar with the Company’s operations

and sites. Further training on pertinent topics is

provided to the Board during the year. All directors

have access to the advice and assistance of

the General Counsel on the Board’s affairs and

governance matters. In addition, all directors may

access such information and seek independent

advice as they consider necessary to fulfil their

duties and responsibilities.

Performance Review

The Chair meets annually with directors of the

Company to discuss their performance. The

Board reviews its performance as a whole, and the

performance of its committees, on an annual basis.

The Board may choose to use external facilitators,

where appropriate, to assist with reviewing the

performance of directors, the Board and its

committees.

PRINCIPLE 3 - BOARD COMMITTEES

The Board should use committees where this

will enhance its effectiveness in key areas, while

retaining Board responsibility.

The Board has two standing Committees; the

Audit & Risk Committee and the Governance &

Remuneration Committee, to assist in carrying out

its responsibilities. The Committees operate under

Board approved charters which are available on the

Company’s website.

The Board may establish other committees from

time to time to deal with specific projects or matters

relating to the Company’s various activities.

The Board does not have a separate Health and

Safety Committee, but Health and Safety is

considered by the full Board.

The Board did not identify a need for any other

standing Board committees.

The Company also has an NZME Takeover Response

Manual (not publicly available) as recommended by

Recommendation 3.6 of the NZX Code.

Audit & Risk Committee

The Committee consists of three independent

directors (one of whom has an accounting and

financial background). The functions of the

Committee are to:

• Review, consider and if necessary, investigate

any reports or findings arising from any audit

function either internally or externally;

• Evaluate financial information submitted to it,

along with relevant policies and procedures;

and

• Assess the effectiveness of risk management

throughout the Group.

The Committee is also responsible for

communicating and engaging with the external

auditors and for oversight and review of the risk

management framework. For further information,

also refer to the Committee’s charter which is

available on the Company’s website.

As at 31 December 2022, directors Barbara

Chapman and David Gibson were members of the

Audit & Risk Committee and it was chaired by Carol

Campbell. Employees and external parties may

attend meetings of the Audit & Risk Committee at

the invitation of the Audit & Risk Committee.

Governance & Remuneration Committee

The Governance & Remuneration Committee

ensures that remuneration policies and practices

are consistent with the strategic goals of the Group

and are relevant to the achievement of those goals.

The Committee also reviews and approves the

remuneration of the CEO and, in consultation with

the CEO, the remuneration packages of executives

reporting directly to the CEO.

The Governance & Remuneration Committee

also makes recommendations to the full Board

regarding the composition of the Board, filling

of vacancies, appointing additional directors to

the Board, and to review and adopt corporate

governance policies and practices which reflect

contemporary standards in New Zealand,

incorporating principles and guidelines issued

by the Financial Markets Authority and NZX. For

further information, refer to the Committee’s

charter available on the Company’s website.

This charter was updated to reflect current best

practices in December 2022.

CONTINUED

CORPORATE

GOVERNANCE

36 NEW ZEALAND MEDIA AND ENTERTAINMENT

As at 31 December 2022, director Sussan Turner was a member of the Governance & Remuneration
Committee and it was chaired by David Gibson. Employees and external parties may attend meetings of the

Governance & Remuneration Committee at the invitation of the Governance & Remuneration Committee.

Board & Committee Attendance 1 January 2022 to 31 December 2022

Director BoardAudit & Risk

Governance &

Remuneration

Barbara Chapman10 of 104 of 4N/A

Carol Campbell10 of 104 of 4N/A

David Gibson10 of 104 of 45 of 5

Guy Horrocks9 of 10N/AN/A

Sussan Turner9 of 10N/A5 of 5

PRINCIPLE 4 - REPORTING & DISCLOSURE

The Board should demand integrity in financial and

non- financial reporting, and in the timeliness and

balance of corporate disclosures.

Market Disclosure Policy

The Board has policies and procedures in place

to keep investors and staff informed of material

information about the Company and to ensure

compliance with the continuous disclosure

obligations under the Financial Markets Conduct

Act 2013 and the NZX Listing Rules.

The Market Disclosure Policy (available on the

Company’s website) is designed to ensure that:

• There is full and timely disclosure of the

Company’s activities and price sensitive

information to shareholders and the market;

and

• All stakeholders (including shareholders, the

market and other interested parties) have

an equal opportunity to receive and obtain

externally available information issued by the

Company.

The Company will immediately notify the market of

any material information concerning the Company

in accordance with legislative and regulatory

disclosure requirements.

Corporate governance documents

The following documents have been adopted by

the Company and are available on the Company’s

website under the Corporate Governance section:

• NZME Constitution

• Board Charter

• Code of Conduct & Ethics

• Remuneration Policy

• Diversity and Inclusion Policy

• Editorial Code of Conduct & Ethics

• Fraud Policy

• Market Disclosure Policy

• Whistleblower Policy

• Securities Trading Policy

• Audit & Risk Committee Charter

• Governance & Remuneration Committee

Charter

• Risk Management Policy

• Health and Safety Policy

• Modern Slavery Statements (pursuant to

Australian legislation)

ANNUAL REPORT 2022 37

Financial Reporting and Disclosure
The Company is committed to providing financial

reporting that is balanced, clear and objective.

The Audit & Risk Committee oversees the quality,

integrity and timeliness of external reporting. The

Group’s Consolidated Financial Statements for

the year ended 31 December 2022 are set out on

pages 48 to 108 of the Annual Report. Also refer

to the reports from the Chair and the CEO in this

Annual Report and the NZME Full Year 2022 Results

Presentation (available on the Company’s website)

for additional information.

Non-Financial Reporting and Disclosure

The Company provides non-financial disclosures

relating to Health and Safety, Risk Management,

our interaction with our communities, people

and our environment – see our Sustainability

Commitment. We also include information about

our performance against our operational priorities

during the year.

NZME’s Sustainability Commitment aligns with

the UN Sustainability Development Goals – an

international blueprint to achieve a better and

more sustainable future for everyone.

Combined with our promise to keep Kiwis in the

know, NZME’s commitment to sustainable practices

contributes to the prosperity of our business and

our communities, people and the environment.

In 2022 we continued to measure our progress

against key initiatives and objectives for each of the

three pillars of our Sustainability Commitment: Our

Communities, Our People and Our Environment.

This is discussed on pages 14 to 25 of the Annual

Report.

NZME continues to develop its Sustainability

Commitment with the guidance of the Board.

Pursuant to the Financial Sector (Climate-related

Disclosures and Other Matters) Amendment Act

2021 the Company will be required to commence

making climate-related disclosures for the financial

year ending 31 December 2023. The Company

is the process of reviewing its Sustainability

Commitment with these changes in mind,

collecting and analysing data and preparing to

make the required disclosures.

PRINCIPLE 5 - REMUNERATION

The remuneration of directors and executives

should be transparent, fair and reasonable.

Remuneration Policy

The Company’s Remuneration Policy (available on

its website) outlines the Company’s approach to

the remuneration of its directors and executives.

The Governance & Remuneration Committee is

responsible for reviewing non-executive directors’

remuneration and benefits. The pool available

to be paid to directors (including non-executive

directors) is subject to shareholder approval. The

current directors fee pool is fixed at $900,000

per annum (as was set out in the Explanatory

Memorandum for the Demerger of NZME by APN

dated 11 May 2016) The levels of fixed fees payable

to non-executive directors should reflect the time

commitment and responsibilities of the role. The

Governance & Remuneration Committee will

obtain independent advice, as necessary, and will

also consider the results of market comparison and

a benchmarking assessment in setting the fixed

fees payable to non-executive directors.

Directors’ Remuneration

While the Company does not pay equity-based

remuneration to its non-executive directors, it

encourages those directors to hold shares in the

Company to better align their interests with the

interests of other shareholders.

The Governance & Remuneration Committee is

also responsible for reviewing and approving the

remuneration of the CEO and any executive directors

and, in consultation with the CEO, the remuneration

packages of executives reporting directly to the CEO.

The Company conducts external benchmarking

analysis in order to determine the market rate for a

role. The Company provides a combination of cash

and non-cash benefits and takes a total remuneration

approach. The Company reviews remuneration with

the objective of achieving pay equity, including by

gender.

The fees paid to each director depends on the duties

of the director, including committee work. Current

fees per annum are as follows:

CONTINUED

CORPORATE

GOVERNANCE

38 NEW ZEALAND MEDIA AND ENTERTAINMENT

1 January 2022 to 31 December 2022
Fees ($)

Chairman of the NZME Board (from 1 April 2022 their fees

were increased from $150,000)

170,000

Membership of the NZME Board100,000

Chairman of NZME Board Committees20,000

Membership of NZME Board Committees10,000

Total fees paid to each director during 2022 are shown in the following table:

Date appointed

Chairman

of the

Board ($)

Board

Member

($)

Committee

Chair ($)

Committee

Member

($)

Total

($)

Barbara Chapman18 April 2018165,00010,000175,000

Carol Campbell24 June 2016100,00020,000120,000

David Gibson8 December 2017100,00020,00010,000130,000

Guy Horrocks8 February 2021100,000100,000

Sussan Turner16 July 2018100,00010,000110,000

Total fees paid 2022635,000

In addition to the fees noted in the table above, Guy Horrocks was paid a gross amount of $16,393 in

FY22 for additional services provided to the Group. Directors are also entitled to be reimbursed for all

reasonable travel, accommodation and other costs incurred by them in connection with their attendance

at NZME board or shareholder meetings or otherwise in connection with NZME business. Any such

amounts are not included in the table above.

Chief Executive Officer’s Remuneration

Salary

($)

A

Bonus

($)

B

TIP

($)

C

Benefits

($)

D

Total

($)

Michael Boggs880,454428,820802,21839,2782,150,771

A

A Salary includes normal basic salary and paid leave.

B

Bonus payments are those paid during the current

accounting period and excludes any bonus accrual not yet paid.

C

TIP relates to the value of shares issued

during the year under the Group’s Total Incentive Plan.

D

Benefits relate to company contributions for

KiwiSaver.

Michael Boggs held 1,505,390 shares in the

company as at 31 December 2022. In addition to the

remuneration disclosed above as at the date of this

report, Michael Boggs held 2,098,291 performance

rights issued to him under the Group’s Total

Incentive Plan (“TIP”). Please refer to note 4.3 of the

Consolidated Financial Statements for a summary

of the TIP and the performance criteria used to

determine performance based payments.

ANNUAL REPORT 2022 39

Employee Remuneration
The Group paid remuneration including benefits in excess of $100,000 to employees (other than

directors) during the year ended 31 December 2022. The salary banding for these employees are disclosed

in the following table (bands with zero number of employees have been excluded).

Remuneration AmountEmployeesRemuneration AmountEmployees

$100,001 - $110,00073$300,001 - $310,0002

$110,001 - $120,00063$310,001 - $320,0003

$120,001 - $130,00046$320,001 - $330,0003

$130,001 - $140,00052$330,001 - $340,0003

$140,001 - $150,00036$340,001 - $350,0002

$150,001 - $160,00024$350,001 - $360,0001

$160,001 - $170,00027$390,001 - $400,0001

$170,001 - $180,00019$410,001 - $420,0001

$180,001 - $190,00013$420,001 - $430,0002

$190,001 - $200,0006$470,001 - $480,0001

$200,001 - $210,0008$500,001 - $510,0001

$210,001 - $220,0009$510,001 - $520,0003

$220,001 - $230,00012$530,001 - $540,0001

$230,001 - $240,0006$540,001 - $550,0001

$240,001 - $250,0004$600,001 - $610,0001

$250,001 - $260,0008$610,001 - $620,0001

$260,001 - $270,0004$660,001 - $670,0001

$270,001 - $280,0004$980,001 - $990,0001

$280,001 - $290,0004$2,150,001 - $2,160,0001

$290,001 - $300,0004

Total number of employees that were paid remuneration of $100,000+452

The remuneration above includes all remuneration

paid to permanent employees, including fixed

remuneration, employer KiwiSaver contributions,

medical aid contributions, bonuses, commission,

settlements and redundancies.

PRINCIPLE 6 - RISK MANAGEMENT

Directors should have a sound understanding of

the material risks faced by the issuer and how to

manage them. The Board should regularly verify

that the issuer has appropriate processes that

identify and manage potential and material risks.

Risk Management Framework

The Audit & Risk Committee is responsible for the

oversight and independent review of the Group’s

risk management framework, including:

• Review and approval of the risk management

policy;

• Receiving and considering reports on risk

management;

• Assessing the effectiveness of the Group’s

responses to risk; and

• Providing the Board with regular reports on

risk management.

The Group has a formal Risk Management Policy

(available on its website) and is committed to the

consistent, proactive and effective monitoring and

management of risk throughout the organisation,

in accordance with best practice and the NZME

Risk Management Framework and Guidelines.

CONTINUED

CORPORATE

GOVERNANCE

40 NEW ZEALAND MEDIA AND ENTERTAINMENT

The Board is ultimately responsible for the
effectiveness, oversight and implementation of the

Group’s approach to risk management.

The CEO is responsible for:

• The management of strategic, operational and

financial risk of the Group;

• Continually monitoring the Group’s progress

against financial and operational performance

targets;

• The day-to-day identification, assessment and

management of risks applicable to the Group;

• Implementation of risk management controls,

processes and policies and procedures

appropriate for the Group; and

• Driving a culture of risk management

throughout the Group.

The Company’s Risk Committee (a management

committee) acts as a governance forum to assist

the CEO and the Executive Team in fulfilling their

corporate governance responsibilities.

This committee provides assurance that the

following aspects are managed appropriately:

• Strategic and operational risk management;

• Workplace Health and Safety matters;

• Legal, regulatory and policy compliance;

• Technology and security matters; and

• Business continuity planning.

The Group is a diversified media company and

is subject to diverse types of risk including, but

not limited to cyber security, legal and regulatory

compliance, financial and market, government

policy and political, reputation and brand,

operational risks and trading conditions.

The Group recognises that in order to achieve its

strategic objectives it must be willing to take and

accept informed risks. Risks relating to innovation,

attracting and retaining talent, and content to drive

audiences and address the needs of advertisers

are encouraged within defined parameters.

However, in doing so, it is not acceptable to trade

off financial or strategic returns by compromising

compliance with the law, the safety of our people,

or our reputation as a responsible corporate citizen

and provider of news, sport and entertainment.

When setting the appetite for taking and accepting

risk, the Group also considers the risk posed by

inaction in what is a fast-paced and disrupted market.

The Group’s approach to risk management

is assessed at least annually by the Audit

& Risk Committee of the Board in order to

make a recommendation to the full Board on

the appropriateness of the Company’s Risk

Management Framework and Guidelines.

For additional information on financial risks, please

also refer to Note 4.7 of the Consolidated Financial

Statements.

Health and Safety

The NZME Board Charter states that the role of the

Board includes ensuring that the Group health and

safety, environmental practices and culture comply

with legal requirements, reflect best practice, and

are recognised by employees and contractors as

key priorities for the Group.

NZME does not have a separate Board-level Health

and Safety Committee as Health and Safety is dealt

with regularly by the full Board.

The Health and Safety Policy (updated in June 2022

and available on the Company’s website) sets out

the Company’s health and safety principles and

explains that the Board regularly monitors key health

and safety performance indicators, the effectiveness

of the Company’s health and safety system and the

controls that are in place to manage the risks that

arise from NZME’s operations.

Health and Safety is included on the Company’s Risk

Register. The Company’s annual Health and Safety

Plan captures the projects and objectives for the

year to prioritise responses to the identified risks.

The Company records and monitors critical health

and safety risks in a separate Health and Safety Risk

Register. Currently the company’s key health and

safety risks are monitored by the Risk Committee,

who meet monthly and receive and review reporting

on health and safety performance, trends, and

updates, with key matters and progress against the

annual plan being reported to the Board.

ANNUAL REPORT 2022 41

In 2022, areas of focus included continuing to
manage the ongoing risks (including mental health

impacts) associated with the COVID-19 pandemic,

monitoring employee health, safety and wellbeing

engagement , and undertaking our 'Connected

Culture' workshops across the business which

emphasised the culture we want to sustain at

NZME, the responsibilities and expectations of our

leaders, how to raise issues regarding bullying,

harassment and other harmful behaviours and

NZME’s commitment to addressing these.

Health and Safety advice and direction are overseen

by the Culture and Performance team and a full-time

Health, Safety and Compliance Manager.

Engagement in health and safety is monitored

through questions that target employees’ views

and opinions on health and safety initiatives

and their effectiveness, with the use of NZME’s

engagement tool 'HearMe'. This provides

Leadership teams with valuable feedback

and insights into areas of concern and where

improvements can be made.

Health and safety training forms part of staff

inductions and is further expanded on through a

range of training workshops to drive awareness

of NZME’s health and safety obligations, critical

risks, and the resources available to satisfy these.

NZME maintains a Wellness and Safety page on its

intranet with sections for safety across NZME.

To ensure effective worker involvement, NZME

has multiple Health and Safety Committees in

place across New Zealand and health and safety

performance is communicated throughout all

levels of NZME through leadership team meetings

and internal business communications. NZME

also has a range of internally trained Wellbeing

Advocates and Women’s Health Advocates who

provide confidential support and guidance to

employees.

Lost Time Injuries decreased to a total of three

across the year, compared to five in 2021. Total

reported incidents have decreased from 39 to 25

year-on-year.

PRINCIPLE 7 - AUDITORS

The Board should ensure the quality and

independence of the external audit process.

Refer to note 2.2.5 of the Consolidated Financial

Statements for fees paid to the auditors,

PricewaterhouseCoopers, for the year ended

31 December 2022.

The Audit & Risk Committee Charter requires the

Committee to assess the following:

• The independence of the auditors;

• The ability of the auditors to provide additional

services which may be occasionally required;

• The competency and reputation of the

auditors;

• The projected audit fees; and

• Review the appointment, performance and

remuneration of external auditors.

The Audit & Risk Committee also monitors

and approves any services provided by the

auditors other than in their statutory role and

receives confirmation from the auditors as to

their independence from the Company. This is

undertaken on a service by service basis and

assesses whether the service is permissible

under Professional and Ethical Standard 1 (“PES

1”) issued by the New Zealand Auditing and

Assurance Standards Board, ensuring that any

potential threat to independence is identified

and appropriate safeguards to eliminate the

threat or reduce the threat to an acceptable level

are established. The Audit & Risk Committee

receives an annual confirmation from the auditor

as to their independence from the Group. The

auditor is also required to provide the Audit &

Risk Committee with a detailed analysis of fees

relating to non-audit services provided during the

year, including a description of potential threats to

their independence and the applicable safeguards

implemented by the auditor and the Company to

either mitigate those threats or reduce them to an

acceptable level as required by PES 1. The Audit

& Risk Committee takes the nature of the services

provided, the quantum of the fee, the reason for

CONTINUED

CORPORATE

GOVERNANCE

42 NEW ZEALAND MEDIA AND ENTERTAINMENT

the additional services and whether the services
are likely to be one-off or repetitive in nature into

consideration when evaluating and concluding on

auditor independence.

For the year ended 31 December 2022, given the

nature of the services provided and based on the

Committee’s continuous monitoring of auditor

independence, the Audit & Risk Committee do

not believe that the non-audit services provided

by the auditors compromised their objectivity and

independence.

The Company requires the external auditor

to attend the Annual Shareholders’ Meeting

(“ASM”) to answer questions from shareholders

in relation to the audit. The Group’s auditor,

PricewaterhouseCoopers, attended the last ASM

on 11 April 2022.

Internal Audit

The Audit & Risk Committee is responsible for

reviewing the integrity and effectiveness of the

internal audit function. NZME operates a co-

sourced internal audit programme that utilises a

mix of self-certifications, scheduled control testing

by Group Financial Services, ad hoc assignments,

investigations by risk and compliance personnel

and a structured internal audit programme

executed by an external firm.

Any reporting from external parties is presented

to the Audit & Risk Committee and any significant

findings from other internal activities are reported

to the Audit & Risk Committee.

PRINCIPLE 8 - SHAREHOLDER RIGHTS

& RELATIONS

The Board should respect the rights of shareholders

and foster constructive relationships with

shareholders that encourage them to engage with

the issuer.

In addition to holding its Annual Shareholders’

Meeting, NZME seeks to regularly engage with

shareholders to ensure they are informed about

our activities and our progress against our stated

priorities.

The NZME website has a dedicated Investor

Relations section containing NZX / ASX

announcements, presentations and webcasts,

financial reports, frequently asked questions and

other information that might be useful to our

shareholders.

The share registry is maintained by Link Market

Services and their contact details are available

under the Investor Relations section of the

Company’s website. Shareholders can elect to

receive communications electronically.

Following each results announcement, NZME holds

an investor call to present the results and to allow

investors to ask questions. This is usually followed

by an investor roadshow during which the CEO and

other members of the Executive aim to meet with

as many shareholders as possible. In 2022 NZME

also held a virtual Investor Day.

Shareholders are entitled to exercise their voting

rights as provided for under the applicable

legislation and listing rules.

In order for shareholders to fully participate in

shareholder meetings, the Board will endeavour

where possible, to distribute a notice of

shareholder meeting as soon as possible and in

any event at least 20 working days prior to any

shareholder meeting. During the financial year

ended 31 December 2022, shareholders were given

20 working days’ notice of the annual shareholder

meeting of the Company held on 11 April 2022.

ANNUAL REPORT 2022 43

INTEREST REGISTER ENTRIES
In accordance with section 211(1)(e) of the Companies Act 1993, particulars of general disclosures of

interest in the Interest Register of NZME for current directors are set out in the table below. Disclosures

during 2022 are noted in italics.

DirectorPositionCompany

Barbara ChapmanChairmanGenesis Energy Limited

Deputy ChairThe New Zealand Initiative

Patron

New Zealand Rainbow

Excellence Awards

DirectorFletcher Building Limited

DirectorBank of New Zealand

Carol CampbellDirectorT&G Global Limited

DirectorAsset Plus Limited

ChairNZ Post Limited

DirectorChubb Insurance New Zealand Limited

DirectorKiwibank Limited

David GibsonDirector and shareholderDG Advisory Limited

DirectorRangatira Limited

DirectorBiostrategy Holdings Limited

Director

Trustpower Limited

(resigned 26 March 2022)

DirectorGoodman (NZ) Limited

Director

Freightways Limited

Guy HorrocksShareholderSolve Data, Inc.

Director

New Zealand Mint Limited

Advisor and shareholderTracksuit Limited

ShareholderSetpoint Technologies Inc.

Sussan TurnerDirector and shareholderAspire2 Group Limited

ShareholderOrganic Initiative Limited

Pro-ChancellorAuckland University of Technology (AUT)

Disclosures of Directors’ interests in share transactions

During 2022, no disclosures were made in the Interests Register by Directors as to the acquisition of

relevant interests in Company shares under section 148 of the Companies Act 1993.

Directors’ interests in shares

Ordinary shares held by directors and parties associated with them are as follows:

DirectorNumber of shares as at 31 December 2022

Barbara Chapman73,000

Carol Campbell150,000

David Gibson50,000

S TAT U T O R Y

DISCLOSURES

44 NEW ZEALAND MEDIA AND ENTERTAINMENT

Use of Company information
No notices have been received by the Board under

section 145 of the Companies Act 1993 with regard

to the use of Company information received by

the Directors in their capacities as Directors of the

Company or its subsidiary companies.

Indemnities or insurance effected for directors

In accordance with Section 162 of the Companies

Act 1993 and the Company’s Constitution, the

Company has indemnified and arranged insurance

for all directors and executive officers to the extent

permitted by law for liabilities arising out of the

performance of their normal duties as directors

and officers. The total amount of insurance for

directors and officers contract premiums for the

period was $843,895.

SUBSIDIARY COMPANY INFORMATION

NZME’s subsidiary companies are listed at Note 6.1

of the Consolidated Financial Statements.

Directors of Subsidiary Companies

As at 31 December 2022, Michael Boggs (CEO)

and David Mackrell (CFO) were directors of the

wholly owned subsidiaries listed in Note 6.1 of the

Consolidated Financial Statements, other than

NZME Australia Pty Limited. Michael Boggs and

Mark O’Sullivan (a professional director resident

in Australia) were directors of NZME Australia Pty

Limited as at 31 December 2022. Michael Boggs,

David Mackrell, Paul Maher and Peng Yin (director

representing OneRoof’s minority shareholder)

were directors of the subsidiary OneRoof Limited,

in which an 80% interest was held, as detailed in

Note 6.1 of the Consolidated Financial Statements.

No person ceased to be a director of any of the

companies listed at note 6.1 of the Consolidated

Financial Statements during the year ended

31 December 2022.

Other than Mark O’Sullivan who received A$10,000

for his services as a director of NZME Australia Pty

Limited, these directors did not receive any fees or

other benefit for their services as directors to any

of these companies. Michael Boggs, David Mackrell

and Paul Maher receive remuneration as employees

of the Company, which is not directly related to

their duties as directors of these companies. Peng

Yin receives remuneration through his company,

Hougarden.com Limited, which provides services

to OneRoof Limited.

Entries in interest registers of Subsidiary

Companies

For each subsidiary company in which they act as a

director Michael Boggs and David Mackrell have made

general disclosures of interests in all other subsidiary

companies as a result of their executive positions at

the Company and their positions as directors of the

other subsidiary companies. Peng Yin has made a

general disclosure of interest in the OneRoof Limited

Interest Register arising from his position as director

and shareholder of Hougarden.com Limited and

Hougarden Motors Limited.

SHAREHOLDER INFORMATION

Substantial product holders

According to notices given to the Company under

the Financial Markets Conduct Act 2013, the

following persons were substantial product holders

of the Company as at 31 December 2022. There

were 183,913,614 ordinary shares in the Company

at that date. The Company did not have any other

quoted voting products at that date.

Shareholder

Number of shares in

which relevant interest

is held

Date of notice

Repertoire Partners LP36,090,368

1

1 July 2022

UBS Group AG and its related bodies corporate

2

32,119,31322 September 2022

Spheria Asset Management Pty Ltd23,658,1824 July 2022

Osmium Partners LLC19,497,37327 October 2022

1

Repertoire Partners LP’s substantial product holder

notice dated 1 July 2022 discloses a holding of

22,229,678 ordinary shares (11.49% of the Company’s

shares held at date of notice) or 36,090,368 ordinary

shares (18.65% of the Company’s shares held at date

of notice) which includes certain cash-settled swaps

(derivative relevant interest in respect of 13,860,690

ordinary shares). The latter is included in the table

above. Repertoire Partners LP’s substantial product

holder notice dated 1 July 2022 notes UBS Group AG

(see footnote 2) is also a party to such derivative.

2

UBS AG London Branch, UBS Securities Australia

Ltd and UBS Securities LLC.

ANNUAL REPORT 2022 45

Top 20 shareholders
As at 20 February 2023

RankInvestor NameTotal Units% Issued Capital

1Citicorp Nominees Pty Limited 40,008,589 21.75

2Warbont Nominees Pty Ltd 13,932,737 7.58

3Bnp Paribas Nominees Pty Ltd 12,569,183 6.83

4Bnp Paribas Nominees (Nz) Limited 9,727,6 93 5.29

5HSBC Custody Nominees (Australia) Limited 9,433,075 5.13

6Accident Compensation Corporation 9,137,352 4.97

7J P Morgan Nominees Australia Pty Limited 8,9 97,74 0 4.89

8Bnp Paribas Nominees Pty Ltd Acf Clearstream 8,913,189 4.85

9FNZ Custodians Limited 7,8 92,59 9 4.29

10HSBC Custody Nominees (Australia) Limited 5,420,813 2.95

11Bnp Paribas Noms Pty Ltd 4,278,822 2.33

12Forsyth Barr Custodians Limited 4,020,558 2.19

13New Zealand Permanent Trustees Limited 2,100,000 1.14

14JBWere (NZ) Nominees Limited 2,069,518 1.13

15New Zealand Depository Nominee 1,514,108 0.82

16Michael Raymond Boggs 1, 50 5, 3 9 0 0.82

17Leh Soon Yong 1,233,549 0.67

18Merrill Lynch (Australia) Nominees Pty Limited 1,205,696 0.66

19

Morgan Stanley Australia Securities (Nominee) Pty

Limited

1,085,595 0.59

20Forsyth Barr Custodians Limited 1,033,200 0.56

Tot a l 146,079,40679.44

CONTINUED

STATUTORY

DISCLOSURES

46 NEW ZEALAND MEDIA AND ENTERTAINMENT

Spread of Quoted Security Holders
As at 20 February 2023

Range of Securities HeldHoldersHolders %Issued CapitalIssued Capital %

1-10003,36366.66839,7060.46

1001-500092318.292,293,5611.25

5001-100002615.172,012,2521.09

10001-500003506.948,125,7114.42

50001-100000681.354,908,6782.67

Greater than 100000801.59165,733,70690.11

Tot a l5,045100183,913,614100

OTHER INFORMATION

Waivers from NZX

During the financial year ended 31 December 2022,

the Company was not granted any waivers from

any of the NZX Listing Rules, nor did the Company

rely on any previously granted or published waiver

from the NZX Listing Rules.

Donations

In accordance with section 211(1)(h) of the

Companies Act 1993, NZME notes that the Group

made cash donations of $8,652. In addition, and

as discussed elsewhere in this Annual Report

(our Sustainability Commitment), NZME regularly

donates advertising space and other services to a

number of worthwhile charities.

Credit rating

As at the date of this Annual Report NZME does not

have a credit rating.

Direct director appointments under the

Company’s Constitution

Rule 2.4.1 of the NZX Listing Rules allows a

company to include in its Constitution a right for a

product holder to appoint a director to the Board

under certain circumstances. As at 31 December

2022, none of the Directors were appointed

pursuant to Rule 2.4.1.

ANNUAL REPORT 2022 47

CONSOLIDATED
FINANCIAL

STATEMENTS

NZME LIMITED

FOR THE YEAR ENDED 31 DECEMBER 2022

48 NEW ZEALAND MEDIA AND ENTERTAINMENT

ANNUAL REPORT 2022 49

Directors' Statement
51

Consolidated Income Statement

52

Consolidated Statement of Comprehensive Income

53

Consolidated Balance Sheet

54

Consolidated Statement of Changes in Equity

55

Consolidated Statement of Cash Flows

56

Notes to the Consolidated Financial Statements*

1.0 Basis of Preparation

57

2.0 Group Performance

60

3.0 Operating Assets and Liabilities

69

4.0 Capital Management

84

5.0 Taxation

100

6.0 Group Structure and Investments in Other Entities

103

7.0 Related Parties

107

8.0 Commitments and Contingent Liabilities

108

9.0 Subsequent Events

108

Independent Auditor's Report

109

* The notes to the financial statements have been grouped into nine sections; aimed at grouping

items of a similar nature together. The Basis of Preparation section presents a summary of material

information and general accounting policies that are necessary to understand the basis on which these

consolidated financial statements have been prepared. Accounting policies specific to a particular note

are included in that note and are boxed for ease of reference. Significant accounting estimates and

judgments relevant to a particular note are also included in the relevant note, and are clearly marked

as such. A summary of the significant accounting estimates and judgments is also included under the

Basis of Preparation section on pages 57 to 59.

CONTENTS

50 NEW ZEALAND MEDIA AND ENTERTAINMENT

The Directors are pleased to present the consolidated financial statements of NZME
Limited (the "Company") and its subsidiaries (together the "Group") for the year ended

31 December 2022, incorporating the consolidated financial statements and the

independent auditor's report.

The Directors are responsible, on behalf of the Company, for presenting these consolidated

financial statements in accordance with applicable New Zealand legislation and generally

acceptable accounting practices in New Zealand in order to present consolidated financial

statements that present fairly, in all material respects, the financial position of the Group as

at 31 December 2022 and the results of the Group's operations and cash flows for the year

then ended.

The consolidated financial statements for the Group as presented on pages 52 to 108 are

signed on behalf of the Board of Directors, and are authorised for issue on the date below.

Barbara Chapman Carol Campbell

Chairman Director



Date: 21 February 2023

For and on behalf of the Board of Directors

DIRECTORS’ STATEMENT

ANNUAL REPORT 2022 51


Note

2022

$’000

2021

$’000

Revenue2.1

355,433

348,559

Finance and other income2.1

10,453

17,075

Total revenue and other income

2.1

365,886

365,634

Expenses from operations before finance costs, depreciation,

amortisation

2.2.1

(301,435)

(286,854)

Depreciation and amortisation2.2.2

(2 7,3 9 1)

(26,319)

Finance costs2.2.3

(5,665)

( 7, 282)

Share of joint ventures and associates net loss after tax6.2.2

(156)

(450)

Impairment of assets2.2.4

-

(2,477)

Profit before income tax expense 31,239

42,252

Income tax expense5.1

(8,559)

( 7,818)

Net profit after tax22,680

34,434

Profit for the year is attributable to:

Owners of the Company

23,383

34,645

Non-controlling interests

(703)

(211)

22,680

34,434

Cents

Cents

Earnings per share attributable to the ordinary shareholders of the

Company

Basic earnings per share2.3

12.09

17.54

Diluted earnings per share2.3

11.69

16.93

The above Consolidated Income Statement should be read in conjunction with the accompanying notes.

FOR THE YEAR ENDED 31 DECEMBER 2022

CONSOLIDATED INCOME

STATEMENT

52 NEW ZEALAND MEDIA AND ENTERTAINMENT

Note
2022

$’000

2021

$’000

Net profit after tax22,680

34,434

Other comprehensive income

Items that may be reclassified to profit or loss

Effective gain on hedging instruments4.2

166

396

Reclassification to profit or loss4.2

(199)

168

Net (loss) / gain on hedging instruments(33)

564

Net exchange differences on translation of foreign operations4.2

5

(17)

Items that will not be reclassified to profit or loss

Share of revaluation of joint ventures' and associates' assets4.2

51

-

Other comprehensive income, net of tax23

547

Total comprehensive income22,703

34,981

Total comprehensive income attributable to:

Owners of the Company

23,406

35,192

Non-controlling interests

(703)

(211)

22,703

34,981

The above Consolidated Statement of Comprehensive Income should be read in conjunction with the

accompanying notes.

FOR THE YEAR ENDED 31 DECEMBER 2022

CONSOLIDATED STATEMENT

OF COMPREHENSIVE INCOME

ANNUAL REPORT 2022 53

Note
2022

$’000

2021

$’000

Current assets

Cash and cash equivalents4.5

5,670

13,538

Trade and other receivables3.5

48,751

45,176

Inventories3.6

5,644

1,909

Derivative financial instruments3.9

279

25

Total current assets60,344

60,648

Non-current assets

Intangible assets3.1

141,487

138,195

Property, plant and equipment3.2

23,095

26,976

Right-of-use assets3.3

63,657

67,513

Capital work in progress3.4

3,795

4,006

Other financial assets

815

815

Equity accounted investments6.2.2

3,443

3,623

Other receivables and prepayments3.5

5,642

6,879

Derivative financial instruments3.9

-

228

Deferred tax asset5.2

3,959

3,485

Total non-current assets245,893

251,720

Total assets306,237

312,368

Current liabilities

Trade and other payables3.7

52,477

53,780

Current lease liabilities4.5.2

11,596

11,340

Current tax provision

1,674

4,689

Total current liabilities6 5,747

69,809

Non-current liabilities

Non-current lease liabilities4.5.2

79,578

85,445

Interest bearing liabilities4.5.1

23,134

-

Total non-current liabilities102,712

85,445

Total liabilities168,459

155,254

Net assets1 37,7 78

157,114

EQUITY

Share capital4.1

344,473

361,758

Reserves4.2

5,282

4,920

Retained earnings

(211,188)

(209,478)

Total Company interest138,567

157,200

Non-controlling interests(789)

(86)

Total equity1 37,7 78

157,114

The above Consolidated Balance Sheet should be read in conjunction with the accompanying notes.

AS AT 31 DECEMBER 2022

CONSOLIDATED BALANCE SHEET

54 NEW ZEALAND MEDIA AND ENTERTAINMENT

Attributable to owners of the company
Note

Share

capital

$’000

Reserves

$’000

Retained

earnings

$’000

Tot a l

$’000

Non-

controlling

interests

$’000

Tot a l

equity

$’000

Balance at 1 January 2021

361,7583,485(238,867)

126,376

125

126,501

Net profit / (loss) after tax--34,645

34,645

(211)

34,434

Other comprehensive income -547-

547

-

547

Total comprehensive income /

(loss)

-54734,645

35,192

(211)

34,981

Dividends paid4.4.2--(5,927)

(5,927)

-

(5,927)

Supplementary dividends paid4.4.2--(678)

(678)

-

(678)

Tax credit on supplementary

dividends paid

--678

678

-

678

Transfer from revaluation reserve4.2-(671)671

-

-

-

Share based payments expense4.2-1,559-

1,559

-

1,559

Balance at 31 December 2021

361,758 4,920 (209,478)

1 57, 2 0 0

(86)

1 57,114

Balance at 1 January 2022

361,758 4,920 (209,478)

1 57, 2 0 0

(86)

1 57,114

Net profit / (loss) after tax- - 23,383

23,383

(703)

22,680

Other comprehensive income - 23 -

23

-

23

Total comprehensive income /

(loss)

- 23 23,383

23,406

(703)

22,703

Dividends paid4.4.2--(25,352)

(25,352)

-

(25,352)

Supplementary dividends paid4.4.2- - (3,171)

(3,171)

-

(3,171)

Tax credit on supplementary

dividends paid

- - 3,171

3,171

-

3,171

Repurchase of shares4.1(17,59 9)- -

(17, 5 9 9)

-

(17, 5 9 9)

Transfer from revaluation reserve4.2- (259)259

-

-

-

Share based payments expense4.2- 1,683 -

1,683

-

1,683

2019 total incentive plan ("TIP")

settlement

314 (1,085)-

(771)

-

(771)

Balance at 31 December 2022

344,473 5,282 (211,188)

138,567

(789)

137,778

The above Consolidated Statement of Changes in Equity should be read in conjunction with the

accompanying notes.

FOR THE YEAR ENDED 31 DECEMBER 2022

CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

ANNUAL REPORT 2022 55

Note
2022

$’000

2021

$’000

Cash flows from operating activities

Receipts from customers

352 ,191

346,859

Payments to suppliers and employees

(301,078)

(281,074)

Government grants

4,080

328

Dividends received

75

89

Interest received - leases

285

102

Interest received - other

116

43

Interest paid - bank facilities

(1,242)

(2,100)

Interest paid - leases4.5.2

(4,890)

(5,097)

Income taxes paid

(12,048)

( 7,30 8)

Net cash inflows from operating activities

4.6

37, 4 8 9

51,842

Cash flows from investing activities

Payments for property, plant and equipment and intangible assets

(including work in progress)

(10,686)

(6,505)

Acquisition of BusinessDesk3.10

(2,717)

-

Acquisition of Radio Wanaka assets3.11

(892)

-

Proceeds from sale of GrabOne Limited's assets and certain liabilities6.2.3

-

17,50 0

Proceeds from sale of property, plant and equipment

14

1,853

Net cash (outflows) / inflows from investing activities(14,281)

12,848

Cash flows from financing activities

Proceeds from borrowings4.5.1

71,250

37,000

Repayments of borrowings4.5.1

(47,250)

(83,000)

Repurchase of shares4.1

(17, 5 9 9)

-

Payments for borrowing costs4.5.1

(166)

-

Dividends paid to Company's shareholders4.4.2

(25,352)

(5,927)

Payments for lease liability principal4.5.2

(11,959)

(10,785)

Net cash outflows from financing activities(31,076)

(62,712)

Net (decrease) / increase in cash and cash equivalents

( 7, 8 6 8)

1,978

Cash and cash equivalents at beginning of the year

13,538

11,560

Cash and cash equivalents at end of the year

4.5.1

5,670

13,538

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying

notes.

FOR THE YEAR ENDED 31 DECEMBER 2022

CONSOLIDATED STATEMENT

OF CASH FLOWS

56 NEW ZEALAND MEDIA AND ENTERTAINMENT

1.0 BASIS OF PREPARATION
1.1 REPORTING ENTITY AND

STATUTORY BASE

NZME Limited (NZX:NZM and ASX:NZM) is a for-

profit company limited by ordinary shares which

are publicly traded on the NZX Main Board and

the Australian Securities Exchange as a Foreign

Exempt Listing. NZME Limited is incorporated and

domiciled in New Zealand. It is registered under

the Companies Act 1993 and is a FMC reporting

entity under Part 7 of the Financial Markets

Conduct Act 2013. The entity’s registered office is 2

Graham Street, Auckland, 1010, New Zealand.

NZME Limited (the "Company" or "Parent") and

its subsidiaries' (together the "Group") principal

activity during the financial year was the operation

of an integrated media and entertainment

business.

1.2 GENERAL ACCOUNTING POLICIES

These consolidated financial statements have

been prepared in accordance with New Zealand

Generally Accepted Accounting Practice

("NZ GAAP"). They comply with New Zealand

equivalents to International Financial Reporting

Standards ("NZ IFRS") and other applicable

Financial Reporting Standards, as appropriate

for for-profit entities. The consolidated financial

statements also comply with International Financial

Reporting Standards ("IFRS"). The consolidated

financial statements have also been prepared in

accordance with Part 7 of the Financial Markets

Conduct Act 2013 and the NZX Listing Rules

The Group has used non-GAAP measures which

are not prepared in accordance with NZ IFRS in

relation to the following:

• total operating adjusted EBITDA (note 2.4.2);

and

• net tangible assets (note 3.8).

These measures should not be viewed in isolation,

nor considered as a substitute for measures reported

in accordance with NZ IFRS. Non-GAAP financial

measures may not be comparable to similarly titled

amounts reported by other companies.

The principal accounting policies adopted in

the preparation of the consolidated financial

statements are either set out below, or in

the relevant note. These policies have been

consistently applied to all the years presented,

unless otherwise stated. These consolidated

financial statements are presented for the Group

and were approved for issue by the Board of

Directors on 21 February 2023.

1.2.1 Basis of measurement

These consolidated financial statements have been

prepared under the historical cost convention with

the exception of certain items for which specific

accounting policies are identified.

1.2.2 Prior period comparatives

Some prior period information has been reclassified

to ensure consistency with current year disclosures

and to provide more meaningful comparison. The

prior period information that has been reclassified is:

The disaggregation of revenue and other income

note (2.1) and the operating revenue and results

note (2.4.2) have been restated to reflect the

changes in segment reporting. See note 1.2.3 for

further information.

1.2.3 Disaggregation of revenue and

operating results

Historically the Group's principal activity was the

operation of an integrated media and entertainment

business with the Board and Executive Team,

considered to be the Chief Operating Decision

Maker ("CODM"), making operating decisions based

on analysis of the Group as one operating segment.

The continued digital transformation of the Group

and changes to the reporting structure has resulted

in changes to the information supplied to the

CODM following the budgeting process for 2023.

Management reporting to the Board changed

in the final quarter of the year ended

31 December 2022. The additional reporting

includes EBITDA contribution of segments now

separately reported to the Directors. This change

in reporting reflects changes in the way the Group

is now managed, and performance tracked,

with the Group comprising of three reportable

segments compared to a single reported segment

in prior years. The reporting segments are "Audio",

"Publishing" and "OneRoof". As a result the Board

has revised its reporting of revenue and operating

segments to align to this reporting structure.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

ANNUAL REPORT 2022 57

The introduction of these segments has resulted
in the reclassification of some of the prior year

comparatives in the disaggregation of revenue

and other income note (note 2.1) and the operating

revenue and results note (note 2.4.2) to show the

prior year comparatives on a consistent basis with

this year's results.

In prior year's, these notes had revenue split

between print, radio and digital and e-commerce. A

summary of the reclassification is as follows:

• Audio: includes revenue generated by the

Group's audio business comprising broadcast

revenue and digital advertising revenue

generated by the radio brand websites.

Broadcast revenues were previously classified

as radio revenue while the digital revenue from

the radio websites was classified as digital and

e-commerce.

• Publishing: includes revenue generated by

the Group's publishing business comprising

of advertising revenue from print publications

(excluding dedicated real estate publications)

and publishing websites. The publishing

website advertising revenue was previously

classified as digital and e-commerce while the

print publication advertising was previously

classified as print revenue.

• OneRoof: comprises the revenue generated by

the oneroof.co.nz website, previously classified

as digital and e-commerce, and the real estate

print publications, previously classified as print

revenue.

The prior year’s e-commerce revenue was

generated by GrabOne Limited prior to its sale in

2021. GrabOne Limited's revenue is included in

“Other” in this year’s comparatives.

1.2.4 Foreign currency translation

Functional and presentation currency

Items included in the financial statements of each

of the Group's entities are measured using the

currency of the primary economic environment in

which the entity operates (functional currency).

The consolidated financial statements are

presented in New Zealand dollars, which is the

Company's functional and the Group's presentation

currency, and rounded to the nearest thousand,

except where otherwise stated.

1.2.5 Goods and Services Tax ("GST")

The income statement has been prepared so that

all components are stated exclusive of GST. All

items in the balance sheet are stated net of GST,

with the exception of receivables and payables,

which include GST invoiced. In the statement of

cash flows, receipts from customers and payments

to suppliers are shown exclusive of GST.

1.3 SIGNIFICANT ACCOUNTING

ESTIMATES AND JUDGEMENTS

The preparation of the consolidated financial

statements requires the use of certain significant

judgements, accounting estimates and

assumptions, including judgements, estimates

and assumptions concerning the future. The

estimates and assumptions are based on historical

experiences and other factors that are considered

to be relevant. The resulting accounting estimates

will by definition, seldom equal the related actual

results and are reviewed on an ongoing basis.

A list of those areas of significant estimation or

judgement and a reference to the notes containing

further information is provided below:

Areas of significant accounting

estimates or judgements

Note

Determination of reportable segments2.4.1

Intangible assets with indefinite useful

lives

3.1

Assumptions used in testing for

impairment of indefinite life intangible

assets

3.1.1

Lease terms and discount rates used

in determining right-of-use assets and

associated lease liabilities (see note

4.5.2 for lease liabilities)

3.3

1.4 NEW STANDARDS AND

INTERPRETATIONS

Certain new accounting standards, amendments

to accounting standards and interpretations

have been published that are not mandatory for

31 December 2022 reporting periods and have not

been early adopted by the Group. These standards,

amendments or interpretations are not expected to

CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

58 NEW ZEALAND MEDIA AND ENTERTAINMENT

have a material impact on the Group in the current
or future reporting periods and on foreseeable

future transactions.

On 14 December 2022 the External Reporting

Board ("XRB") published its Climate-related

Disclosures standards. The Group has begun

planning how it will prepare for the necessary

climate-related disclosures and what information

and external assistance it will require. The Group

will be including climate-related disclosures

based on the three new climate standards in the

31 December 2023 Annual Report.

The Group intends to specifically review and

report on exposure to climate related risk as

required in the consolidated financial statements

for the year ended 31 December 2023. The Group's

emissions profile is not considered to be material

and it does not believe there to be any significant

financial impact for the Group from climate

change standards.


1.5 COVID-19

The global pandemic that was declared by the

World Health Organisation on 11 March 2020

continues to impact the world and New Zealand

as new variants continue to evolve. In 2022 New

Zealand has reduced the restrictions that were

imposed in response to Covid-19, re-opened its

borders to returning citizens and international

travellers as well as removing most of the mask

wearing mandates.

The risks and uncertainty faced by the Group relate

to (and are not limited to) the impact of wider

economic pressures in New Zealand and globally.

1.6 WORKING CAPITAL

As at 31 December 2022 the Group had negative

working capital of $5.4 million compared to

$9.2 million as at 31 December 2021. The Group's

level of negative working capital is primarily due to

deferred revenue of $16.3 million (31 December 2021:

$16.9 million). The Directors are satisfied that there will

be adequate cash flows generated from operating

and financing activities to meet the obligations of

the Group for at least the next 12 months.




ANNUAL REPORT 2022 59

2.0 GROUP PERFORMANCE
2.1 DISAGGREGATION OF REVENUE AND OTHER INCOME


Audio

$’000

Publishing

$’000

OneRoof

$’000

Other

$’000

Tot a l

$’000

For the year ended 31 December 2022

Advertising112,424123,27422,821-

258,519

Circulation and subscription-83,655--

83,655

External printing and distribution-4,462--

4,462

Other8975,104--

6,001

Segment revenue from integrated

media and entertainment activities

113,321216,49522,821-

352,637

Revenue from shared services centre165311424

522

Events---2,274

2,274

Total revenue from external customers

113,486216,80622,8632,278

355,433

Other income

A

4308,598-1,024

10,052

Finance income---401

401

Total finance and other income

430 8,598 - 1,425

10,453

Total revenue and other income

113,916225,40422,8633,703

365,886

A

Other income includes Government grants of $4,079,668 received from the Ministry of Culture and

New Zealand On Air for the production of content, journalism training & creating greater cultural

awareness. There are no unfulfilled conditions or contingencies attaching to these grants. The Group

did not benefit directly from any other forms of Government assistance.

CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

60 NEW ZEALAND MEDIA AND ENTERTAINMENT

Audio
Reclassified

$’000

Publishing

Reclassified

$’000

OneRoof

Reclassified

$’000

Other

Reclassified

$’000

Tot a l

$’000

For the year ended 31 December 2021

Advertising

105,426 121,082 21,376

79

2 47,9 6 3

Circulation and subscription

- 81,921 -

-

81,921

External printing and distribution

- 4,655 -

-

4,655

Other

779 3,248 4

6,932

10,963

Segment revenue from integrated

media and entertainment activities

106,205 210,906 21,380

7,0 11

345,502

Revenue from shared services centre

350 705 71

30

1,156

Events

- - -

1,901

1,901

Total revenue from external

customers

106,555 211,611 21,451

8,942

348,559

Other income

A

(17)322 -

16,625

16,930

Finance income

- - -

145

145

Total finance and other income

(17)322 -

16,770

17,07 5

Total revenue and other income

106,538 211,933 21,451

25,712

365,634

A

Other income includes the profit on sale of GrabOne Limited (see note 6.2.3) and Government grants

of $327,545 received from the Ministry of Culture and New Zealand On Air for the production of content,

journalism training & creating greater cultural awareness.

Accounting policies

The Group applies the following accounting

policies in relation to revenue:

Advertising

The Group operates an integrated media and

entertainment business and contracts with

customers to provide advertising on multiple

platforms across the divisions consisting of a

series of distinct services that are substantially

the same and that have the same pattern

of transfer to the customer. Advertising is

often bundled to include publishing, audio

and real estate components. In most cases

each component of the bundle is treated as

a distinct performance obligation and the

transaction price is allocated on a relative

stand-alone selling price basis. Experiential

campaigns are a type of bundling focused

on providing an experience utilising a mix of

traditional advertising mediums with bespoke

elements like competitions, product sampling,

street performances etc. These activities are

highly integrated and inter-dependent and

are therefore a single performance obligation

with revenue recognised over the period of

the campaign. These campaigns often include

elements that are provided by external parties

and the Group acts as the principal in those

instances. These campaigns are typically run

over a short period of time and are typically

completed and billed for in the same reporting

or billing period. Where the Group provides

advertising for non-cash consideration,

revenue is recognised at the fair value of the

consideration received, unless the Group

cannot reasonably estimate the fair value of the

non-cash consideration; in which case revenue

is recognised by reference to the stand-alone

selling price of the advertising promised to the

customer. When advertising is exchanged for

advertising, revenue is recognised on a gross

basis as set out above.

ANNUAL REPORT 2022 61

Subscriptions
The Group enters into contracts with

customers to deliver a specified publication on

specified days. The performance obligation is

satisfied, and revenue is recognised, when the

publication is delivered.

Circulation

The Group enters into contracts with

customers to deliver specified publications on

specified days which the customer will on-sell

to the public. The performance obligation is

satisfied when the publication is delivered.

Certain customers have a right to return any

unsold publications which is treated as variable

consideration. Customers are required to

report unsold publications using an online

system on a weekly basis. The Group therefore

includes in the transaction price an estimate

of the unsold publications using the most

likely amount method based on the weekly

reporting from customers to the extent that it

is highly probable that a significant reversal in

the amount of cumulative revenue recognised

will not occur when the uncertainty associated

with the variable consideration is subsequently

resolved.

External printing and distribution

The Group enters into contracts with

customers to print their publications and, in

certain cases, distribute those publications

on their behalf; including maintaining a

distribution network. The printing, delivery

and maintenance of a distribution network

are distinct performance obligations. The

performance obligation to print a publication is

satisfied when those publications are printed.

Similarly, the performance obligation to deliver

a publication is satisfied when it is delivered.

The performance obligation to maintain a

distribution network is a service that is largely

the same on a monthly basis and is satisfied,

and revenue recognised, in equal increments

over the billing period.

e-Commerce (GrabOne)

The Group acts as an agent for merchants

selling their products or services to the public

using the GrabOne platform. The Group does

not control the product or service before

it is transferred to the purchaser. Revenue

is recognised in the amount of any fees or

commissions the Group expects to be entitled

to in exchange for arranging for the product

or service to be promoted on the GrabOne

platform.

Shared services centre

The Group provides back-office support services

to customers. These services consist of a

number of functions that are largely consistent

on a month-to-month basis. Revenue is therefore

recognised in equal increments over the billing

period.

Deferred revenue

When a customer pays for goods or services

in advance, the Group recognises a deferred

revenue liability which is reduced, and revenue

recognised, as the Group satisfies each distinct

performance obligation. The Group also

recognises a deferred revenue liability when a

customer has been invoiced for future goods or

services but the invoice is unpaid at the balance

sheet date.

Government grants

Cash received and receivable from Government

grants is recognised where there is reasonable

assurance that the grant will be received and the

group will comply with all attached conditions.

Government grants relating to costs are

deferred and recognised in "Other income" over

the period necessary to match them with the

costs that they are intended to compensate.

CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

62 NEW ZEALAND MEDIA AND ENTERTAINMENT

Significant financing component
The Group does not expect, at contract

inception, that the period between transferring

the promised goods or services from contracts

with customers and when the customer pays for

those goods and services to be more than one

year. The Group applies the practical expedient

in NZ IFRS 15 to not adjust the promised amount

of consideration it expects to receive for those

goods or services for the effects of a significant

financing component.

Incremental cost of obtaining a contract

The Group applies the practical expedient in

NZ IFRS 15 to recognise the incremental cost

of obtaining a contract (such as commission)

when incurred if the amortisation period is one

year or less. If material, the Group will recognise

an asset for any incremental cost of obtaining a

contract with a customer if the Group expects

to recover those costs and the amortisation

period is expected to be more than one year.

Those costs will be amortised on a systematic

basis that is consistent with the transfer of the

good or service to which the asset relates.

Costs to fulfil a contract

If the costs incurred in fulfilling a contract

with a customer are material and not within

the scope of another standard, the Group

recognises an asset from the costs incurred if

all of the following criteria are met:

• the costs relate directly to the contract;

• the costs generate or enhance resources

that the Group will use to satisfy the

performance obligations in that contract;

and

• the costs are expected to be recovered.

Those costs will be amortised on a systematic

basis that is consistent with the transfer of the

goods or services promised in that contract.

Given the nature of the Group’s activities, this is

expected to be rare.

ANNUAL REPORT 2022 63

2.2 EXPENSES
Note

2022

$’000

2021

$’000

2.2.1 Expenses from operations before finance costs,

depreciation, amortisation

Employee benefits expenses

152,044

141,565

Production and distribution expenses

61,341

60,427

Selling and marketing expenses

49,461

48,040

Rental and occupancy expenses

7, 2 2 4

6,497

Travel and entertainment expenses

2,785

1,625

Repairs and maintenance expenses

9,038

8,103

Other operating expenses

18,047

16,901

Operating expenses

2.4.2

299,940

283,158

Costs in relation to one-off projects

556

1,673

Commerce Commission provision

206

-

Redundancies and associated expenses

565

2,023

Lease adjustments and make good costs

168

-

Total expenses from operations before finance costs,

depreciation, amortisation

301,435

286,854

2.2.2 Depreciation and amortisation

Depreciation on owned assets

9,064

8,323

Depreciation on right-of-use assets

11,225

11,443

Amortisation

7,1 0 2

6,553

Total depreciation and amortisation2 7,3 9 1

26,319

2.2.3 Finance costs

Interest and finance charges on bank facilities

1,374

1,776

Interest (income) / expense on interest rate swaps

(212)

175

Interest expense on leases

4,890

5,097

Gain on loan modification

(564)

-

Fair value adjustment on interest rate swaps

(59)

(15)

Borrowing cost amortisation

236

249

Total finance costs5,665

7, 282

2.2.4 Impairment of assets

Impairment of right-of-use assets

A

-

1,126

Impairment of property, plant and equipment

B

-

1,351

Impairment of assets-

2,477

A

The impairment of right-of-use assets relates to the Graham Street and Whangarei offices with

adjustments resulting from the sub-lease of office space in both buildings.

B

The impairment to property, plant and equipment is for the portion of Graham Street building fitout

costs that relate to the area of the headlease that was sub-leased.

CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

64 NEW ZEALAND MEDIA AND ENTERTAINMENT

2022
$’000

2021

$’000

2.2.5 Fees paid to auditors

Fees paid to the Group's auditors, PricewaterhouseCoopers, consist of:

Audit or review of financial statements

A

542

485

Other services

Other assurance services

B

-

7

Tax services

C

-

8

Other services

D

18

18

Total other services18

33

Total fees paid to auditors560

518

A

Fee for both the audit of the consolidated annual

financial statements and the independent review

of the consolidated interim financial statements.

B

Compliance engagement of NZME Publishing

Limited with the Rules and Circulation Audit

Guidelines established by the Audit Bureau of

Circulations Incorporated for the year ended

31 March 2021.

C

Taxation services provided during 2021 on

the franked dividend declared to NZME’s

shareholders including tax considerations in PBR

application.

D

Agreed upon procedures performed for monthly

market revenue benchmarking and the annual

Broadcasting Standards Authority return.

2.3 EARNINGS PER SHARE ("EPS")

2022

$’000

2021

$’000

Reconciliation of earnings used in calculating basic / diluted EPS

Profit attributable to owners of the parent entity

23,383

34,645

Profit attributable to owners of the parent entity used in calculating EPS23,383

34,645

2022

Number

2021

Number

Weighted average number of shares

Weighted average number of shares in the denominator in calculating basic

EPS

193,375,810

197,570,061

Adjusted for calculation of diluted EPS

6,715,262

7,126,6 8 6

Weighted average number of shares in the denominator in calculating

diluted EPS

200,091,072

204,696,747

2022

Cents

2021

Cents

Basic / diluted EPS

Basic EPS

12.09

17.54

Diluted EPS

11.69

16.93

ANNUAL REPORT 2022 65

Accounting policies
Basic earnings per share

Basic earnings per share is determined by

dividing:

• the profit or loss attributable to owners of

the Company; by

• the weighted average number of ordinary

shares outstanding during the financial year,

adjusted for bonus elements in ordinary

shares issued during the financial year.

Diluted earnings per share

Diluted earnings per share adjusts the figures

used in the determination of basic earnings per

share by taking into account:

• the after-tax effect of dividends, interest

and other changes in income or expense

associated with dilutive potential ordinary

shares; and

• the weighted average number of additional

ordinary shares that would have been

outstanding assuming the conversion of all

dilutive potential ordinary shares.

CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

2.4 SEGMENT INFORMATION

2.4.1 Determination of reportable segments

The Group operates an integrated media and

entertainment business that incorporates the sale

of advertising, goods and services generated

from the audiences attached to the Group's media

platforms.

Significant judgements: The Group has

three operating segments – being "Audio",

"Publishing" and "OneRoof". All significant

operating decisions are based upon analysis

of NZME as three operating segments.

The Executive Team and the Board of

Directors have been identified as the Chief

Operating Decision Maker. The Group’s

major products and services are split into

the three segments with revenue, income,

direct and allocated costs reported to the

Chief Operating Decision Maker on this

basis. Although the Group operates in many

different markets within New Zealand, for

management reporting purposes the Group

operates in one principal geographical area

being New Zealand as a whole. (See note

1.2.3 for further information on the change

in judgement).

The operating segments for the Group are:

• Audio - terrestrial radio stations, digital

iHeartRadio, podcasts and Radio brand

websites.

• Publishing - print publications (excluding

dedicated real estate publications) and digital

news websites including nzherald.co.nz. and

BusinessDesk.

• OneRoof - comprises oneroof.co.nz and

dedicated real estate print publications.

Operating expenses comprise those costs that are

directly attributable to each segment and allocated

costs that are allocated based on different criteria

depending on the expense type.

Revenue and expenses that are not included

in one of the three operating segments are

grouped together in Other. This grouping includes

corporate costs.

66 NEW ZEALAND MEDIA AND ENTERTAINMENT

2.4.2 Operating revenue and results
The operating information provided to the Directors and the Executive Team, based on the revised

reporting segments for the year ended 31 December 2022 is as follows:

Audio

$’000

Publishing

$’000

OneRoof

$’000

Other

$’000

Tot a l

$’000

For the year ended 31 December 2022

Revenue113,486216,80622,8632,278

355,433

Other income

A

430 8,598 - 182

9,210

Operating expenses(91,160)(17 7,9 8 6)(24,274)(6,520)

(299,940)

Total operating adjusted EBITDA

B

22,75647,418(1,411)(4,060)

64,703

Audio

Reclassified

$’000

Publishing

Reclassified

$’000

OneRoof

Reclassified

$’000

Other

C

Reclassified

$’000

Tot a l

$’000

For the year ended 31 December 2021

Revenue106,555211,61121,4518,942

348,559

Other income

A

(17)322-317

622

Operating expenses(85,658)(166,571)(19,314)(11,615)

(283,158)

Total operating adjusted EBITDA

B

20,88045,3622,137(2,356)

66,023

A

Other income includes rental income of $178,506

relating to operating sub-leases of right-of-use

assets (2021: $254,952). See note 3.5.4 for the

income received from the finance sub-leases on

right-of-use assets.

B

Adjusted Earnings before Interest, Tax,

Depreciation and Amortisation (Adjusted EBITDA)

from continuing operations which excludes

exceptional items, is a non-GAAP measure

that represents the Group’s total segment

result which is regularly monitored by the

Chief Operating Decision Maker. Exceptional

items are those gains, losses, income and

expense items that are not directly related to

the primary business activities of the Group

which are determined in accordance with the

NZME Exceptional Items Recognition Framework

adopted by the Board. Exceptional items include

redundancies, impairment, one-off projects and

the disposal of properties or businesses. These

items are excluded from the segment result that

is regularly reviewed by the Chief Operating

Decision Maker.

C

Other includes the GrabOne Limited operating

results for the period ended 29 October 2021

comprising Other revenue of $7,010,888,

operating expenses of $3,395,927 and EBITDA

of $3,614,961 (see note 6.2.3) for additional

information on GrabOne Limited.

ANNUAL REPORT 2022 67

CONTINUED
NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

2.4.3 Reconciliation of operating adjusted EBITDA to net profit before income tax expense

Note

2022

$’000

2021

$’000

Operating adjusted EBITDA2.4.2

64,703

66,023

Finance income2.1

401

145

Depreciation and amortisation2.2.2

(2 7,3 9 1)

(26,319)

Finance costs2.2.3

(5,665)

( 7, 282)

Share of joint ventures and associates net loss after tax6.2.2

(156)

(450)

Exceptional items

Reversal of impairment / (impairment) of assets

A

549

(2,477)

Gain on sale of transmission site

-

465

Gain on sale of GrabOne Limited's assets and certain liabilities

-

15,367

Other lease adjustments

(81)

476

Redundancies and associated costs

B

2.2.1

(565)

(2,023)

Costs in relation to one-off projects

C

2.2.1

(556)

(1,673)

Net profit before income tax expense31,239

42,252

A

The reversal of impairment of assets in 2022 is

the reversal of previously recognised impairment

to leasehold improvements, plant and equipment

and right-of-use assets in relation to the sub-

lease of Graham Street. The 2021 expense is

for the impairment of the Graham Street assets

relating to area sub-leased and a right-of-use

asset impairment for a sub-leased portion of the

Whangarei office.

B

The redundancies and associated costs relate

to the restructuring and integration of the

New Zealand operations.

C

The 2022 costs primarily relate to the

BusinessDesk earn-out provision and to further

building costs for the Graham Street sub-lease.

2021 costs include building costs for the Graham

Street sub-lease, onerous contract costs and

costs incurred in relation to the acquisition of

BusinessDesk.

See note 3.12 for the segment assets and liabilities of the Group at 31 December 2022.

68 NEW ZEALAND MEDIA AND ENTERTAINMENT

3.0 OPERATING ASSETS AND LIABILITIES
3.1 INTANGIBLE ASSETS

Significant judgements: The Directors have determined that masthead brands and brands have

indefinite lives and are therefore not amortised. Refer to the accounting policies below for further

information. The Directors have also determined that where the Group controls identifiable assets

in relation to the integration and customisation costs of SaaS arrangements these costs will

be capitalised and amortised over the life of the arrangement. Control exists where the Group

determines that the asset could be transfered to an alternative supplier without incurring substantial

additional costs.

Goodwill

$’000

Software

$’000

Masthead

brands

$’000

Radio

licences

$’000

Brands

$’000

Tot a l

$’000

As at 1 January 2021

Cost-66,437146,97678,47959,019

350,911

Accumulated amortisation and

impairment

-(56,699)(74,336)(47, 25 3)(29,850)

(208,138)

Net book value-9,73872,64031,2262 9,169142,773

For the year ended 31 December

2021

Opening net book amount-9,73872,64031,22629,169

142,773

Additions-(55)-396-

341

Disposals-(7)---

(7)

Amortisation-(3,497)-(3,056)-

(6,553)

Other transfers and adjustments-(82)---

(82)

Transfers from capital work in progress-1,539-184-

1,723

Net book value-7,6 3 672,64028,7502 9,169138,195

As at 31 December 2021

Cost-53,909146,97679,05959,019

338,963

Accumulated amortisation and

impairment

-(46,273)(74,336)(50,309)(29,850)

(200,768)

Net book value-7,6 3 672,64028,7502 9,169138,195

For the year ended 31 December

2022

Opening net book amount-7,6 3 672,64028,75029,169

138,195

Additions2,693121-889603

4,306

Amortisation-(3,912)-(3,190)-

( 7,1 0 2)

Transfers from capital work in progress-6,088---

6,088

Net book value2,6939,93372,64026,44929,772141,487

As at 31 December 2022

Cost2,69353,844146,97679,94855,249

338,710

Accumulated amortisation and

impairment

-(43,911)(74,336)(53,499)(25,477)

(1 97, 2 2 3)

Net book value2,6939,93372,64026,44929,772141,487

ANNUAL REPORT 2022 69

Accounting policies
Goodwill

Goodwill represents the excess of the cost of

an acquisition over the fair value of the Group’s

share of the net identifiable assets of the

acquired business at the date of the acquisition.

Goodwill is not amortised but rather is subject

to periodic impairment testing (refer to note 3.1.1

below).

Software

Costs incurred in developing systems,

acquiring software and licences are capitalised

to software where the activities create an

intangible asset that the Group controls and

the intangible asset meets the recognition

criteria. Costs capitalised include materials,

services, payroll and payroll related costs of

employees involved in development. Costs

incurred in acquiring software or licences and

configuration and customisation of Software-as-

a-Service systems that are not capitalised, are

expensed as incurred unless they are paid to the

suppliers (or subcontractors of the supplier) of

the cloud-based software. In the latter case, the

costs paid upfront are recorded as prepayments

for services and expensed over the expected

terms of the cloud computing arrangements.

Amortisation of software assets is calculated on

a straight-line basis over the useful life of the

asset (typically 2 to 10 years).

Masthead brands

Masthead brands, being the titles, logo's and

similar items of the integrated media assets

of the Group are accounted for as identifiable

assets and are initially recognised at cost

and subsequently measured at cost less any

accumulated impairment losses. The Directors

believe the masthead brands have indefinite

lives as there is no foreseeable limit over which

they are expected to generate net cash inflows

for the Group. Accordingly, masthead brands

are not amortised but are tested for impairment

each year (refer to note 3.1.1 below).

Radio licences

Commercial radio licences are accounted for as

identifiable assets and are initially recognised

at cost. The current New Zealand radio licences

expire on 31 March 2031 and are being amortised

on a straight line basis to that date.

Brands

Brands are accounted for as identifiable

assets and are initially recognised at cost

and subsequently measured at cost less any

accumulated impairment losses. The Directors

have considered the geographic location, legal,

technical and other commercial factors likely to

impact the assets’ useful lives and consider that

they have indefinite lives. Accordingly, brands

are not amortised but are tested for impairment

each year (refer to note 3.1.1 below).

CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

70 NEW ZEALAND MEDIA AND ENTERTAINMENT

3.1.1 Year-end impairment review
Significant judgement: As disclosed in note 2.4 the Directors have determined that the Group

has three reportable segments – being "Audio", "Publishing" and "OneRoof". The Directors have

also determined that there are three cash generating units (CGU) for impairment testing because

these are the lowest level for which there are separately identifiable cash inflows which are largely

independent of the cash inflows from other assets or groups of assets. Note 3.12 contains the

allocation of the Group's assets and liabilities across the CGUs except for financing and equity

accounted investments. Those assets and liabilities that do not relate to one of the three CGUs

are grouped as "other". This note also includes details of certain key estimates and assumptions

made during the impairment testing process. The Directors should assess, at each reporting date,

whether there is any indication that an impairment loss for an asset, other than goodwill, either no

longer exists or has decreased. The Directors have determined that, while there is improvement in

the headroom since the last impairment was recognised, no reversal of the previous impairment to

masthead brands and brands is required.

The recoverable amount of a CGU is determined based

on the higher of fair value less costs to sell and value-

in-use (VIU) calculations using management forecasts.

The recoverable amount of each CGU is compared

against the carrying value of that CGU to determine

whether there has been impairment. Any impairment is

recognised immediately as an expense and in relation to

goodwill, is not subsequently reversed.

A comprehensive impairment review was conducted

at 31 December 2022. The recoverable amount of the

CGUs has been determined based on VIU. Based on

the assumptions below no impairment of indefinite

life intangible assets has been recognised in the

income statement (2021: $nil) for any of the CGUs. The

impairment review used a set of assumptions which are

considered the most appropriate for impairment testing

but are more conservative than the Group's medium

term plans.

The VIU calculations use Board approved cash flow

projections which cover a five-year period. Cash flows

beyond the five-year period are extrapolated using an

estimated terminal growth rate, which is the weighted

average growth rate used to extrapolate cash flows

beyond the forecast period. This assessment is required

to be made based on events and knowledge as at

31 December 2022.

ANNUAL REPORT 2022 71

CONTINUED
NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

Key estimates and assumptions used for the value-in-use (VIU) of the cash

generating unit (CGU) are as follows:

2022

Audio

2022

Publishing

2022

OneRoof

2021

NZME

(single CGU)

Forecast periodFY23 -FY27FY23 -FY27FY23 -FY27FY22 -FY26

Discount rate (post tax)9.6%9.6%9.6%9.0%

Terminal value decline-(1.0%)-(1.2%)

The discount rate represents the current market

assessment of the risks specific to each CGU,

taking into account the time value of money

and individual risks of the underlying assets

that have not been incorporated in the cash

flow estimates.

The terminal value within the VIU assessments

has been calculated using the terminal growth

rate assumptions provided in the above table.

The forecasts used in impairment testing have

been prepared by management, and approved

by the Board, for that specific purpose.

Actual results may differ materially from those

forecast or implied. The forecasts used in the

impairment assessment were prepared to

comply with the requirements of IAS 36.

The forecasts are not, and should not be

read as, a forecast of, or guidance as to, the

future financial performance and earnings of

the Group.

The forecasts used in impairment testing

require assumptions and judgements about

the future, such as discount rates, long

term growth rates, forecasted revenues and

forecasted expenses to which the model is

sensitive and which are inherently uncertain.

Revenue and operating cost forecasts are

prepared based on management’s current

expectations for each CGU, with consideration

given to internal information and relevant

external industry data and analysis. The

publishing segment performance is forecast

to be impacted by the forecast continuing

decline of the print advertising market as

indicated by market surveys. Management’s

assessment of cash flows and growth

assumptions for the forecast periods take

into account this uncertainty. Whilst there

are further uncertainties around forecasting

in a post Covid-19 environment with lower

business confidence and the potential impact

on revenue, it is considered that the forecast

assumptions are reasonable.

Future capex spend is estimated at historical

replacement levels, and no incremental revenue

or costs savings are assumed as a result of this

expenditure.

72 NEW ZEALAND MEDIA AND ENTERTAINMENT

Accounting policy
Goodwill and intangible assets that have

an indefinite useful life are not subject

to amortisation and are tested annually

for impairment and at the end of each

reporting period if there is an indication

that they may be impaired. An impairment

charge is recognised for the amount by

which the asset’s carrying amount exceeds

its recoverable amount. The recoverable

amount is the higher of an asset’s fair value

less costs to sell and value-in-use. For the

purposes of assessing impairment, assets

are grouped at the lowest levels for which

there are separately identifiable cash inflows

which are largely independent of the cash

inflows from other assets or groups of assets

(cash-generating units). Currently, the group

has three CGUs, being Audio, Publishing and

OneRoof. Non-financial intangible assets,

other than goodwill, that suffer impairment

are reviewed for possible reversal of the

impairment at each reporting date.

The key forecast assumptions for compound annual growth rates used were:

2022

Audio

2022

Publishing

2022

OneRoof

2021

NZME

(single CGU)

Print revenue-6.80%-10.03%-4.92%

Radio revenue2.90%1.55%

Digital advertising revenue5.20%4.47%

Digital classifieds revenue21.74%31.57%

Digital subscriptions revenue9.60%12.28%

Operating expenses3.50%0.50%2.50%0.77%

Short term volatility may be experienced due to the

impact of external environmental and economic

conditions.

The Directors have reviewed the potential changes

to the recoverable amounts that could arise from

changes in key assumptions and concluded that, at

this time, there are no reasonably possible adverse

changes in the key assumptions that would result

in material impairment in any of the CGUs. The

Directors determined that the increase in the

headroom, since the impairment recognised as at

31 December 2019, is not directly attributable to

the brands and as a result a reversal of previously

recognised impairment of indefinite life intangible

assets has not been recognised.

The Group compares the carrying amount of net

assets with the market capitalisation value at each

balance date. The share price at 31 December 2022

was $1.15 equating to a market capitalisation of

$211.5 million. This market value excludes any

control premium and may not reflect the value

of 100% of NZME’s net assets. The carrying amount

of NZME’s net assets at 31 December 2022 was

$137.8 million ($0.75 per share).

ANNUAL REPORT 2022 73

3.2 PROPERTY, PLANT AND EQUIPMENT
Freehold

land

A

$’000

Buildings

A


$’000

Leasehold

improvements

$’000

Plant and

equipment

$’000

Tot a l

$’000

As at 1 January 2021

Cost or fair value2656714,727339,327

354,386

Accumulated depreciation and impairment-(7)(8,645)(310,756)

(319,408)

Net book value265606,08228,57134,978

Year ended 31 December 2021

Opening net book amount265606,08228,571

34,978

Additions---25

25

Disposals--(8)(309)

(317)

Depreciation-(7)(1,005)( 7,311)

(8,323)

Impairment--(1,076)(275)

(1,351)

Other adjustments--(1)61

60

Transfers from capital work in progress--1401,764

1,904

Net book value265534,13222,52626,976

As at 31 December 2021

Cost or fair value2656714,854264,070

279,256

Accumulated depreciation and impairment-(14)(10,722)(241,544)

(252,280)

Net book value265534,13222,52626,976

Year ended 31 December 2022

Opening net book amount265534,13222,526

26,976

Additions---32

32

Disposals--(1)(20)

(21)

Depreciation-3(1,056)(8,011)

(9,064)

Reversal of impairment--31280

392

Transfers from capital work in progress--344,746

4,780

Net book value265563,42119,35323,095

As at 31 December 2022

Cost or fair value2656714,425254,804

269,561

Accumulated depreciation and impairment-(11)(11,004)(235,451)

(246,466)

Net book value265563,42119,35323,095

A

Freehold land and buildings are held at fair value based on Director's valuations. If land and buildings

were stated on the historical cost basis, the net book value of land would have been $214,000

(2021: $214,000) and the net book value of buildings would have been $21,784 (2021: $23,286).

The last revaluation was performed for the year ended 31 December 2015.

CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

74 NEW ZEALAND MEDIA AND ENTERTAINMENT

Accounting policies
Land is not depreciated. Depreciation on

other assets is calculated using the straight

line method to allocate their cost or revalued

amounts, net of their residual values, over their

estimated useful lives, as follows:

• Furniture and fittings • 3 to 25 years

• Buildings • 10 to 50 years

• Leasehold improvements • 2.5 to 50 years

• Motor vehicles • 5 to 10 years

• Plant & equipment • 1.5 to 29 years

The assets’ residual values and useful lives

are reviewed and adjusted, if appropriate, at

each balance sheet date. Gains and losses

on disposals are determined by comparing

proceeds with carrying amounts and are

included in the income statement.

Land and buildings (excluding leasehold

improvements) are recorded at fair value,

based on Director's valuations, less

subsequent depreciation for buildings. At the

end of each reporting period, the directors

update their assessment of the fair value of

each property. Any accumulated depreciation

at the date of revaluation is eliminated against

the gross carrying amount of the asset and the

net amount is restated to the revalued amount

of the asset. Increases in the carrying amounts

arising on revaluation of land and buildings

are credited to revaluation reserves in equity.

To the extent that the increase reverses a

decrease previously recognised in the income

statement, the increase is first recognised

in the income statement. Decreases that

reverse previous increases of the same asset

are first charged against the revaluation

reserves directly in equity to the extent of the

remaining reserve attributable to the asset. All

other decreases are charged to the income

statement.

Plant and equipment, furniture and fittings

and motor vehicles are stated at historical

cost less depreciation. Historical cost includes

expenditure that is directly attributable to the

acquisition of the items. Subsequent costs

are included in the assets carrying amount or

recognised as a separate asset, as appropriate,

only when it is probable that future economic

benefits associated with the item will flow

to the Group and the cost of the item can

be reliably measured. All other repairs and

maintenance are charged to the income

statement during the financial period in which

they are incurred.

Impairment of assets

An asset’s carrying amount is written down

immediately to its recoverable amount

if the asset’s carrying amount is greater

than its estimated recoverable amount.

Assets that are subject to depreciation are

tested for impairment whenever changes in

circumstances indicate that the asset’s carrying

amount may exceed its recoverable amount.

An impairment charge is recognised for the

amount by which the asset’s carrying amount

exceeds its recoverable amount. Assets that

suffer

an impairment are reviewed for possible

reversal of the impairment at each balance sheet

date.

3.3 RIGHT-OF-USE ASSETS

Significant judgments: Where a discount rate is not explicit in a lease the Group determines an

applicable discount rate to use based on publicly available rates for Government Bonds, Bloomberg

corporate bond spreads and yields and New Zealand swap rates and then applies an adjustment

to these rates to apply a company specific credit risk. In determining the lease term the Group

includes any periods covered by options to extend where the Group is reasonably certain to

exercise that option.

ANNUAL REPORT 2022 75

Accounting policy
The Group leases various offices, transmission

towers, vehicles and other equipment which are

all classified as operating leases.

Leases are recognised as a right-of-use asset

and a corresponding lease liability. Each

lease payment is allocated between the lease

principal and finance costs. Finance costs are

charged to profit or loss over the lease period

and the right-of-use asset is depreciated over

the shorter of the asset's useful life and the

lease term on a straight-line basis.

Assets and liabilities arising from a lease are

initially measured on a present value basis.

Lease liabilities include the net present value of

the following lease payments:

• fixed payments (including in-substance

fixed payments), less any lease incentives

receivable:

• variable lease payments that are based on

an index or a rate;

• amounts expected to be payable by the

lessee under residual value guarantees;

• the exercise price of a purchase option if

the lessee is reasonably certain to exercise

that option; and

• payments of penalties for terminating the

lease, if the lease term reflects the lessee

exercising that option.

Buildings

$’000

Transmission

$’000

Vehicles

$’000

Other

$’000

Tot a l

$’000

As at 1 January 2021

Net book value58,39925,985994485,382

Year ended 31 December 2021

Additions175638730-

1,543

Depreciation( 7,411)(3,359)(667)(6)

(11,443)

Impairment of right-of-use assets(1,126)---

(1,126)

Transfer to lease receivables(5,898)---

(5,898)

Changes in scope or lease terms(653)(224)(70)2

(945)

As at 31 December 2021

Net book value43,48623,040987-67,513

Year ended 31 December 2022

Additions2,865-51350

3,428

Depreciation(6,988)(3,670)(562)(5)

(11,225)

Reversal of impairment previously

recognised

157---

157

Transfer from lease receivables775---

775

Changes in scope or lease terms(885)3,899(4)(1)

3,009

Net book value39,41023,2699344463,657

CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

76 NEW ZEALAND MEDIA AND ENTERTAINMENT

3.4 CAPITAL WORK IN PROGRESS
2022

$’000

2021

$’000

As at 1 January4,006

2,220

Additions

10,657

5,482

Disposals

-

(69)

Transfers to intangible assets

(6,088)

(1,723)

Transfers to property, plant and equipment

(4,780)

(1,904)

As at 31 December3,795

4,006

Capital work in progress is transferred to the relevant asset category once the project is completed. Capital

work in progress is not depreciated or amortised prior to being transferred to the relevant asset category.

Intangible assets not yet available for use, that are included in capital work in progress, are subject to annual

impairment tests.

3.5 TRADE AND OTHER RECEIVABLES

Note

2022

$’000

2021

$’000

Trade receivables

42,534

38,813

Provision for impairment

(516)

(634)

42,018

38,179

Amounts due from related companies7. 2

65

9

Finance lease receivables3.5.4

528

356

Other receivables and prepayments

6,140

6,632

Total current trade and other receivables48,751

45,176

Movements in the provision for impairment are as follows:

Balance at beginning of the year

634

717

Provision for impairment expense

17

51

Receivables written off

(135)

(134)

Provision for impairment516

634

Other receivables and prepayments

1,207

1,101

Finance lease receivables3.5.4

4,435

5,778

Total non-current trade and other receivables5,642

6,879

3.5.1 Classification

Trade receivables are amounts due from customers

for goods sold or services performed in the ordinary

course of business as well as receivables in relation

to goods or services to be sold or performed in the

future. Receivables and other financial assets are

classified and subsequently measured at amortised

cost on the basis of both the Group's business model

for managing the financial assets and the contractual

cash flow characteristics of the financial asset. If

collection of the amounts is expected in one year or

less they are classified as current assets. If collection

is expected to be in greater than one year they are

classified as non-current.

3.5.2 Fair values of trade and other receivables

Due to the short-term nature of the current

receivables, their carrying amount is considered to

be the same as their fair value.

3.5.3 Impairment and risk exposure

The maximum exposure to credit risk at the

balance sheet date is the higher of the carrying

value and fair value of each receivable. The Group

does not hold any collateral as security. Refer to

note 4.7.3 for credit risk and note 4.8 for fair value

information.

ANNUAL REPORT 2022 77

3.5.4 Finance lease receivables
Finance lease receivables relate to the sub-leases of parts of the Graham Street and Whangarei right-of-

use assets sub-let during the financial year.

2022

$’000

2021

$’000

As at 1 January6,134 -

Transfer (to) / from right-of-use assets

(775)

5,898

Other direct costs

-

338

Total additions for the year(775)

6,236

Interest on lease receivables

285

102

Total lease receivables before cash payments(490)

6,338

Rent concession

(29)

-

Interest received

(285)

(102)

Principal received

(367)

(102)

Net investment in lease receivables at 31 December

A

4,963

6,134

Current assets

528

356

Non-current assets

4,435

5,778

Net investment in lease receivables at 31 December 4,963

6,134

A

Make good provisions are included in material sub-leases to ensure the Group's exposure to risk is

minimised.

Accounting policy

Trade receivables are recognised initially at fair

value and subsequently measured at amortised

cost using the effective interest method, less

provision for impairment.

Receivables are monitored on an individual

basis and the Group considers the probability of

default upon initial recognition of the receivable

and throughout the period and provides for

receivables expected to be impaired. The

amount of loss is recognised in the income

statement within other expenses. When a

trade receivable is uncollectible, it is written

off against the provision account for trade

receivables. Subsequent recoveries of amounts

previously written off are credited to the income

statement against the impairment losses on

receivables.

CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

78 NEW ZEALAND MEDIA AND ENTERTAINMENT

3.6 INVENTORIES
Inventories is predominantly the stock of newsprint held at the Ellerslie print plant and is valued at cost.

The stock of newsprint held equates to approximately 15 weeks supply. The longevity of the commodity,

and the short period of time that stock is on hand, reduces the Group's risk of holding obsolete stock.

During the year ended 31 December 2022 inventories totalling $11,167,379 were expensed through

production and distribution expenses (2021: $9,934,471).

The table below details the Group’s contractual undiscounted cash flows for the finance lease receivable

assets to maturity.

2022

$’000

2021

$’000

Less than 1 year

764

655

1 to 5 years

2,243

3,137

Greater than 5 years

3,009

3,980

Total lease payments receivable6,016

7,7 72

Unearned finance income

(1,053)

(1,638)

Net investment in lease receivables at 31 December 4,963

6,134

Accounting policy

When the Group acts as a lessor in sub-leasing

its right-of-use assets, it determines, at lease

commencement date, whether each lease is a

finance lease or an operating lease by assessing

whether the lease transfers to the lessee

substantially all the risks and rewards of ownership

incidental to ownership of the underlying asset.

If this is the case then the lease is a finance lease;

if not then it is an operating lease. As part of this

assessment the Group considers certain indicators

such as whether the lease is for the major part of

the economic life of the asset.

For the purposes of classifying the sub-lease

reference is to the right-of-use asset arising

from the head lease, not with reference to the

underlying asset.

Assets arising from a sub-lease are initially

measured on a present value basis and include

the following:

• initial direct costs incurred in acquiring the

sub-lease;

• fixed payments (including in-substance

fixed payments), less any lease incentives

payable;

• variable lease payments that are based on

an index or a rate;

• amounts expected to be receivable under

residual value guarantees;

• the exercise price of a purchase option if

the lessee is reasonably certain to exercise

that option; and

• payments of penalties for terminating the

lease, if the lease term reflects the lessee

exercising that option.

Accounting policy

Inventories are measured at cost and are expensed, using the first in first out ("FIFO") method,

as used. All paper stock is inspected on delivery and, if damaged returned to the supplier, with

undamaged stock recorded in the stock system. Weekly stock takes are performed to ensure stock

on hand agrees to the inventory system.

ANNUAL REPORT 2022 79

Accounting policies
Trade and other payables

Trade payables, including accruals not yet

billed, are recognised when the Group becomes

obliged to make future payments as a result of a

purchase of assets or services. Trade payables are

carried at amortised cost which is the fair value

of the consideration to be paid in the future for

goods and services received. Trade payables are

unsecured and are generally settled within 30 to

45 days.

Employee entitlements

Wages and salaries and annual leave

Liabilities for wages and salaries, including non-

monetary benefits and annual leave expected

to be wholly settled within 12 months from the

balance sheet date are recognised in payables

and accruals in respect of employees’ services

up to the balance sheet date and are measured

at the amounts expected to be paid when the

liabilities are settled. Amounts to be settled

more than 12 months after the balance sheet

date are recognised as a non-current payable.

Liabilities for non-accumulating sick leave

are recognised when the leave is taken and

measured at the rates paid or payable.

Short-term incentive plans

A liability for short-term incentives is recognised

in trade payables when there is an expectation

of settlement and at least one of the following

conditions is met:

• there are contracted terms in the plan for

determining the amount of the benefit;

• the amounts to be paid are determined

before the time of completion of the

financial statements; or

• past practice gives clear evidence of the

amount of the obligation.

Liabilities for short-term incentives are

expected to be settled within 12 months and are

recognised at the amounts expected to be paid

when they are settled.

Refer to note 4.3 for disclosures relating to

share based payments and note 7.1 for key

management compensation.

Deferred revenue

The accounting policy for deferred revenue is

disclosed in note 2.1.

3.7 TRADE AND OTHER PAYABLES

Note

2022

$’000

2021

$’000

Current payables

Amounts due to related companies7. 2

-

24

Employee entitlements

6,009

5,664

Deferred revenue

16,335

16,882

Trade payables and accruals

30,133

31,210

Total current trade and other payables52,477

53,780

CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

80 NEW ZEALAND MEDIA AND ENTERTAINMENT

3.8 NET TANGIBLE ASSETS
Net tangible assets per share is a non-GAAP measure that is required to be disclosed by the NZX Listing Rules.

The calculation of the Group's net tangible assets per share and its reconciliation to the consolidated

balance sheet is presented below:

2022

$’000

2021

$’000

As at 31 December

Total assets

306,237

312,368

Deferred tax asset

(3,959)

(3,485)

Intangible assets

(141,487)

(138,195)

Total liabilities

(168,459)

(155,254)

Net tangible (liabilities) / assets( 7,6 6 8)

15,434

Minority interest

789

86

Net tangible (liabilities) / assets for the owners of the company(6,879)

15,520

Number of shares issued (in thousands)

183,914

197,570

Net tangible (liabilities) / assets per share (in $)($0.04)

$0.08

3.9 DERIVATIVE FINANCIAL INSTRUMENTS

Accounting policy

For each cash flow hedge relationship, the

effective part of any gain or loss on the derivative

financial instrument is recognised directly in

other comprehensive income. Gains or losses

that are recognised in other comprehensive

income are transferred to the income statement

in the same period in which the hedged

exposure affects the income statement. The

ineffective part of any gain or loss is recognised

immediately in the income statement at the time

hedge effectiveness is tested.

Hedge accounting is discontinued when

the hedging instrument expires or is sold,

terminated or exercised, or no longer qualifies

for hedge accounting. At that point in time,

any cumulative gain or loss on the hedging

instrument recognised in other comprehensive

income is kept in other comprehensive income

until the forecasted transaction occurs. If a

hedged transaction is no longer expected to

occur, the net cumulative gain or loss recognised

in other comprehensive income is immediately

transferred to the income statement.

The Group has invested $15 million

(2021: $25 million) in two (2021: four) different

interest rate swaps with maturity dates from

February 2023 to August 2023 (2021: February 2022

to August 2023) to minimise the Group's interest

rate risk. As at 31 December 2022 the Group had a

current asset of $279,485 (2021: $25,054 current

asset) and a non-current asset of $nil

(2021: $228,242 non-current asset) and has recycled

interest expense of $198,291 (2021: $168,113)

through other comprehensive income. The hedges

were ineffective from November 2021 to June 2022

resulting in $58,605 (2021: $15,789) of fair value

adjustment being recorded directly to finance costs

on the income statement.

ANNUAL REPORT 2022 81

3.10 BUSINESSDESK ACQUISITION
On 17 January 2022 the Group acquired the assets,

certain liabilities and business of BusinessDesk

from Content Limited. In addition to the cash paid

in January 2022 of $2.7 million a maximum earn-out

of $1.5 million is payable on 31 December 2023

with the exact amount payable on that date to be

determined in accordance with the terms of the sale

and purchase agreement. At 31 December 2022 the

Group has estimated the earn-out-provision that will

be paid on 31 December 2023 to be $905,000 with

half of the provision accrued at 31 December 2022.

The fair value of the provision is $413,242 and is

included in current Trade and other payables.

The purchase of BusinessDesk by the Group will

assist BusinessDesk to reach its full potential by

utilising the Group's strong digital publishing

experience, subscription growth experience and

international partnerships, and will enable the

Group to provide BusinessDesk and NZ Herald

Premium subscribers with comprehensive and

trusted business news.

The goodwill generated in the acquisition is non-

deductible for tax purposes. The following is a

summary of the purchase transaction.

2022

$’000

Software

121

Goodwill

2,693

Brands

603

Total intangible assets3,417

Minor assets

7

Deferred revenue

(647)

Employee entitlements

(53)

Total purchase price2,724

The goodwill of $2,692,723 arising on acquisition

is attributed to the business know-how and the

premium paid for a proven business.

The results for the Group for the year include

revenue of $3,084,970 and a net loss before tax of

$131,618 from BusinessDesk with these amounts

being $3,248,179 and $84,484 respectively if

BusinessDesk had been owned for the entire period.

3.11 RADIO WANAKA ASSET ACQUISITION

The Group acquired the assets of Radio Wanaka on

1 February 2022 for $0.9 million, with the purchase

primarily consisting of radio frequencies.

3.12 SEGMENT ASSETS AND LIABILITIES

The segment assets and liabilities of the Group are

shown in the following table. The segment assets

and liabilities are measured in the same way as in

the financial statements.

The "Other" grouping includes the deferred tax

asset and the current tax provision of the Group as

well as the assets and liabilities of the Group that

are not directly attributable to the segments or

allocated to them.

CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

82 NEW ZEALAND MEDIA AND ENTERTAINMENT

Audio
$’000

Publishing

$’000

OneRoof

$’000

Other

$’000

Tot a l

$’000

For the year ended 31 December 2022

Goodwill- 2,693- -

2,693

Masthead brands- 72,640 - -

72,640

Brands29,169 603 - -

29,772

Non-amortising intangible assets

29,169 75,936- -

105,105

Other assets91,74991,77910,543 7,0 6 1

201,132

Total assets

120,918167,7 1510,543 7,0 6 1

306,237

Total liabilities60,94896,4837,03 93,989

168,459

Net assets

59,97071,2323,5043,072

1 37,7 78

Audio

Reclassified

$’000

Publishing

Reclassified

$’000

OneRoof

Reclassified

$’000

Other

Reclassified

$’000

Tot a l

$’000

For the year ended 31 December 2021

Masthead brands- 72,640 - -

72,640

Brands29,169 - - -

2 9,169

Non-amortising intangible assets

29,169 72,640 - -

101,809

Other assets98,016 95,446 9,901 7,19 6

210,559

Total assets

127,18 5 168,086 9,901 7,19 6

312,368

Total liabilities52,564 87,6 94 5,138 9,858

155,254

Net assets / (liabilities)

74,621 80,392 4,763 (2,662)

1 57,114

ANNUAL REPORT 2022 83

4.0 CAPITAL MANAGEMENT
4.1 SHARE CAPITAL

On 4 April 2022 the Group commenced a share

buyback programme for up to 21,428,571 shares,

approximately 11% of NZME's issued share capital as

at 31 December 2021, and an aggregate purchase

price of up to $30.0 million. The shares purchased

by the Group under the programme were cancelled.

The share buyback programme ended on

16 December 2022.

2022

’000

2021

’000

2022

$’000

2021

$’000

Authorised, issued and paid up share capital

Balance at the beginning of the period

1 97, 570

197,570

361,758

361,758

Repurchase of shares

(14,705)

-

(17, 5 9 9)

-

Shares issued during the year

1,049

-

314

-

Balance at the end of the year183,914

197,570

344,473

361,758

Accounting policy

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue

of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

On 12 July 2022 a special dividend of $9,677,877 was paid, see note 4.4.2 for details. This special dividend

was declared due to the slower than anticipated progress of the buyback programme. The total aggregate

purchase price for shares acquired by the Group, through the buyback programme, and the special dividend

paid was $27,276,393.

CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

84 NEW ZEALAND MEDIA AND ENTERTAINMENT

4.2 RESERVES
Note

2022

$’000

2021

$’000

Share based payments reserve

Balance at the beginning of the year

3,060

1,501

Share based payment expense7.1

1,683

1,559

2019 TIP settlement

(1,085)

-

Balance at end of the year3,658

3,060

Cash flow hedge reserve

Balance at the beginning of the year

238

(326)

Effective gain on hedging instruments

166

396

Reclassification (from) / to profit or loss

(199)

168

Balance at end of the year205

238

Asset revaluation reserve

Balance at beginning of the year

51

722

Transfer to retained earnings

-

(671)

Balance at end of the year51

51

Equity investments revaluation reserve

Balance at beginning of the year

1,271

1,271

Share of revaluation of joint ventures' and associates assets6.2.2

51

-

Transfer to retained earnings

(259)

-

Balance at end of the year1,063

1,271

Foreign currency translation reserve

Balance at beginning of the year

300

317

Net exchange difference on translation of foreign operations

5

(17)

Balance at end of the year305

300

Total reserves5,282

4,920

4.2.1 Nature and purpose of reserves

Share based payments reserve

The share based payments reserve is used to

recognise the fair value of the performance rights

issued but not yet vested as described in note 4.3.

Cash flow hedge reserve

The cash flow reserve is used to record unrealised

gains or losses on hedging instruments that are

recognised directly in equity. The modified fair

value method has now been applied to the interest

rate swaps and therefore no tax adjustments are

required.

Asset revaluation reserve

The asset revaluation reserve is used to record

increments and decrements on the revaluation

of non-current assets as described in note 3.2. In

the event of the sale of an asset, the revaluation

surplus is transferred to retained earnings.

Equity investments revaluation reserve

The equity investments revaluation reserve is used

to record the Group's share of increments and

decrements on the revaluation of assets owned

by its joint ventures and associates. In the event

of the sale of an asset, the revaluation surplus is

transferred to retained earnings.

Foreign currency translation reserve

Exchange differences arising on translation of any

foreign controlled entities are taken to the foreign

currency translation reserve, as described in the

basis of preparation.

ANNUAL REPORT 2022 85

4.3 SHARE BASED PAYMENTS
20222021

Average price

per right ($)

Number

of rights

Average price

per right ($)

Number

of rights

As at 1 January 0.52 7,126,686

0.41 5,235,314

Granted (2021 TIP)

A

0.52 ( 7,3 9 8)

- -

Granted (2022 TIP LTI component)

B

1.13 585,324

- -

Adjustment for dividends foregone

C

1.30 518,446

--

Surrendered

D

0.63 (735,561)

0.95 126,089

Shares issued (2019 TIP)

E

0.63 (1,048,583)

- -

Granted and awarded as at

31 December

6,438,914

5,361,403

2021 TIP (estimation)

F

- -

0.72 1,765,283

2022 TIP STI component (estimation)

G

1.43 276,348

- -

As at 31 December 0.82 6,715,262

0.52 7,126,6 8 6

A

Adjustment to the number of actual rights issued

under the 2021 TIP.

B

The number of performance rights granted in

respect of the 2022 TIP LTI component.

C

For the 2019, 2020 and 2021 TIP schemes the

Board has approved that participants will be

entitled to additional shares, or a cash payment,

when the rights are exercised for any dividends

foregone during the period that the rights are

held. For dividends declared during the period

1 January 2022 to 31 December 2022, this

resulted in an additional 713,762 rights accrued.

D

The 2022 surrendered performance rights relate to

the 2019 TIP, with participants surrendering rights

in lieu of PAYE owing on the issue of shares, and the

2022 LTI component in relation to one participant

surrendering their rights on leaving the Company.

E

The rights granted under the 2019 TIP were

exercised on 30 December 2022 with 1,048,583

shares being issued. The share price at the date

of issue was $1.15.

F

The number of performance rights expected to

be granted in 2022 in respect of the 2021 TIP.

G

The number of performance rights expected to

be granted in 2023 in respect of the 2022 TIP STI

component.

In relation to the 2022 TIP the Group expects to

issue the net shares after withholding the number

of shares with a fair value equal to the monetary

value of the participants tax obligations under New

Zealand tax legislation in relation to the issue of

shares at the relevant exercise date. This reduces

the dilutive impact of the rights on the earnings per

share calculation for the Group for the year ended

31 December 2022. The shares that are expected

to be withheld are excluded from the rights table

above.

Participants of the 2022 TIP are not entitled to

receive any dividends paid by the Company as a

holder of rights.

CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

86 NEW ZEALAND MEDIA AND ENTERTAINMENT

Share rights outstanding at the end of the year have the following exercise date and grant date price
per right:

Grant price

per right ($)

2022

Number

of rights

2021

Number

of rights

Grant date

PlanVesting dateExercise date

29 March 20192019 TIP31 Dec 202031 Dec 2022 0.55

-

1,600,566

5 March 20202020 TIP31 Dec 202131 Dec 2023 0.36

3,979,651

3,760,837

4 December 20202021 TIP31 Dec 202231 Dec 2024 0.71

1,208,526

1,131,675

10 December 20202021 TIP31 Dec 202231 Dec 2024 0.66

641,825

553,845

5 November 20212021 TIP31 Dec 202231 Dec 2024 1.25

88,739

79,763

22 April 20222022 TIP (STI)1 Jan 20241 Jan 2024 1.43

276,348

-

22 April 20222022 TIP (LTI)1 Jan 20251 Jan 2025 1.43

520,173

-

As at 31 December6,715,262

7,126,6 8 6

2022

2021

Weighted average remaining time until rights outstanding at the end of the

period automatically convert to ordinary shares

14 months24 months

4.3.1 Background

Total incentive plan for 2020 and 2021

("Original TIP")

The Original TIP was designed to align the reward

outcomes with the shareholders' interest and to

support the achievement of the Group's business

strategy and was approved by the Board on

20 December 2016. Under the Original TIP, and

at the absolute discretion of the Board, the CEO

and other executive key management personnel

were eligible to participate in the TIP. Eligible

participants had a target award opportunity,

which varied between 50% and 100% of fixed

remuneration, depending on the participant's role

and responsibilities. A new TIP opportunity was

offered at the commencement of each financial

year. The award was dependent on performance

over a one year period ("performance period")

with no opportunity for retesting. Performance

was formally evaluated after the date that the full

year financial performance was announced to the

market.

4.3.2 2021 and 2020 and TIP Schemes

Performance measures

• Financial performance conditions (50% to

75%): Performance was measured against

earnings before interest, tax, depreciation

and amortisation ("EBITDA"). This portion was

determined based on actual EBITDA against

budgeted EBITDA on the following scale:

% of EBITDA% of target opportunity

awarded

< 95%0%

> 95% to 100%Pro-rata vesting between

25% and 100%

> 100% to 110%Pro-rata vesting between

100% and 150%

• Business Unit Goals (0% to 25%): This portion

was determined based on actual achievement

against Business Unit ("BU") Goals on the

following scale:

% of BU Goal

achieved

% of target opportunity

awarded

< 95%25%

> 95% to 100%Pro-rata vesting between

25% and 100%

> 100% to 110%Pro-rata vesting between

100% and 150%

• Individual performance conditions (25%): This

portion was determined against individual

performance conditions, as determined for

each participant. The TIP award was earned if

all of the individual performance conditions

were achieved, although the Board had

discretion to award less than a 100% of the

target for partial performance and more

than a 100% of the target for exceptional

performance.

ANNUAL REPORT 2022 87

Awards under the TIP were granted to participants
following the assessment of performance. To the

extent that performance measures were met:

• 50% of awards were made in cash; and

• 50% of awards were granted in rights to acquire

fully paid ordinary shares in the Company for nil

consideration ("Rights").

The performance period for the awards was a twelve

month period commencing on 1 January of the

relevant year. Subject to remaining employed by the

Company for a further one year period following the

performance period ("service period"), rights would

vest. The vested rights cannot be exercised for a

further two years ("deferral period"). Vested rights

will automatically convert into ordinary shares for

nil consideration at the end of the deferral period

without the requirement for the participant to

exercise their rights. At the discretion of the Board,

validly exercised rights may be satisfied in cash,

rather than in shares. Participants are not entitled

to receive any dividends for the rights they hold,

but the Board may, at its sole discretion, allocate

shares or make a cash payment to participants

equal to the value of dividends that were payable

whilst holding the unvested and / or vested rights.

The Company may reduce unvested equity awards

in certain circumstances such as gross misconduct,

material misstatement or fraud. The Board may also

reduce unvested awards to recover amounts where

performance that led to payments being awarded is

later determined to have been incorrectly measured

or not sustained. Awards were normally forfeited if

a participant left before the end of the performance

period, except in limited circumstances that were

approved by the Board on a case-by-case basis. If a

participant left during the service period, the rights

that would vest would be determined on a pro-rata

basis based on when they left during the service

period. If a participant leaves during the deferral

period, no rights will be forfeited, but rights will still

only convert into ordinary shares at the end of the

deferral period.

The fair value of the rights at grant date was

estimated based on the NZME share price at that

date, being the date after the Board approved

the TIP and the terms were communicated to the

eligible participants. The number of rights awarded

are based on the Volume Weighted Average Price

(VWAP) of the Company's shares for the first 5

trading days of each performance period.

The following is a summary of the key inputs in calculating the share-based payment expense under the

2021 TIP:

• Performance period1 January 2021 to 31 December 2021

• Service period1 January 2022 to 31 December 2022

• Vesting period (being the performance period

and the service period)

1 January 2021 to 31 December 2022

• Deferral period1 January 2023 to 31 December 2024

• Share price at grant date 4 December 202071 cents

• Share price at grant date 10 December 202066 cents

• Share price at grant date 5 November 2021$1.25

• VWAP73.7 cents

CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

88 NEW ZEALAND MEDIA AND ENTERTAINMENT

The following is a summary of the key inputs in calculating the share-based payment expense under the
2020 TIP:

• Performance period1 January 2020 to 31 December 2020

• Service period1 January 2021 to 31 December 2021

• Vesting period (being the performance period

and the service period)

1 January 2020 to 31 December 2021

• Deferral period1 January 2022 to 31 December 2023

• Share price at grant date36 cents

• VWAP39.8 cents

It is assumed that all participating employees will remain employed with the Company until the end of the

vesting period.

4.3.3 2019 TIP

The rights owing to the participants of the 2019 TIP

were settled on 30 December 2022 with the issue

of 1,048,583 shares.

4.3.4 2022 TIP scheme

In February 2022 the Board approved an updated

framework for the Company's Total Incentive Plan

("the TIP"). The TIP is designed to align reward

outcomes with individual performance and the

performance of the Company and value creation

for shareholders over both the short and long term.

The updated TIP framework includes both a short-

term component ("STI") and a long-term incentive

("LTI"). The STI comprises 60% of the total 2022 TIP

opportunity with the LTI comprising the remaining

40%.

The STI is be based on the performance of the

Company for the financial year measured in

terms of earnings and the achievement of various

specific targets set for each individual participant

that align with the Company’s strategic goals. The

STI component includes both a cash element and a

share rights element. The cash payment is payable

following the end of the financial year period, with

share rights issued at the same time and deferred

for an additional year before they vest, subject to

continued employment over that extended period.

STI Performance measures

• A minimum EBITDA threshold to be met

before any STI awards will be payable.

• Individual performance target payments

(60% to 130%)

% of target% of target opportunity

awarded

< minimum target0%

minimum up to 100%

Pro-rata vesting between

50% and 100%

> 100%

Potential of receiving 150%

Awards under the STI portion of the TIP are

granted to participants following the assessment

of performance. To the extent that performance

measures are met:

• 58.3% of awards are made in cash; and

• 41.7% of awards are granted in rights to acquire

fully paid ordinary shares in the Company for

nil consideration ("Rights").

ANNUAL REPORT 2022 89

The following is a summary of the key inputs in calculating the share-based payment expense under the
2022 TIP:

• Performance period1 January 2022 to 31 December 2022

• Deferral period1 January 2023 to 31 December 2023

• Vesting date of rights1 January 2024

• Share price at grant date$1.43

• VWAP$1.39

It is assumed that all participating employees will

remain employed with the Company until the end of

the deferral period (unless already resigned).

LTI Performance measures

The LTI is based on a three-year performance

period commencing on 1 January 2022 with awards

subject to both earnings per share ("EPS") and total

shareholder return ("TSR") performance targets.

The long-term component comprises an issue

of share rights that may vest at the end of three

years, subject to achievement of the EPS and TSR

performance targets and continued employment by

the Company. The EPS and TSR components both

comprise equal portions of the LTI.

The Board will determine the performance of the

EPS and TSR compared to target and the Board

may adjust calculations at the relevant date to take

account of any capital reconstructions, corporate

transactions or any other circumstances which in

its opinion are appropriate in the circumstances and

consistent with the intention in respect of the LTI

performance conditions.

The allocation of rights to participants of the

scheme, for both the EPS and TSR components,

is based on the following levels of performance:

% of target% of target opportunity

awarded

< minimum target0%

minimum up to 100%

Pro-rata vesting between

50% and 100%

> 100%

100%

The following is a summary of the key inputs in calculating the share-based payment expense under the

2022 TIP:

• Performance period1 January 2022 to 31 December 2024

• Vesting date of rightsA date after LTI performance

conditions determined

• Share price at grant date$1.43

• VWAP$1.39

CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

90 NEW ZEALAND MEDIA AND ENTERTAINMENT

Accounting policy
Total incentive plan ("TIP")

The fair value of rights granted under the TIP plan

is recognised as an employee benefits expense

with a corresponding increase in equity over the

vesting period, being the performance period

and the service period. The fair value is measured

at grant date and the number of rights are

determined using the volume weighted average

price of NZME's shares on the NZX over the first

5 trading days of the performance period, for

the 2020 and 2021 TIP schemes, and the first 20

consecutive NZX trading days after the release of

the Group's financial result for the preceding year

for the 2022 TIP scheme.

The fair value at grant date is determined

taking into account the share price, any market

performance conditions and any non-vesting

conditions, but excluding the impact of any

service and non-market performance vesting

conditions.

Non-market vesting conditions are included in

assumptions about the number of rights that are

expected to vest. At each balance sheet date, the

Group revises its estimate of the number of rights

that are expected to become exercisable.

The performance target for the TSR component

of current and future incentive plans is a market

vesting condition which is taken into account in

calculating the grant date fair value. The fair value

reflects the likelihood of various TSR outcomes

and adjustments to unvested rights are only made

to reflect changes in the number of participants

that will meet the service condition.

The employee benefits expense recognised

each period takes into account the most recent

estimate. The impact of the revision to the original

estimates, is recognised in profit or loss with a

corresponding adjustment to equity.

4.4 DIVIDENDS

4.4.1 Dividend policy

The Group’s dividend policy is to pay dividends

of between 30-80% (2021: 30-50%) of free

cash flow while having regard to the Company’s

capital requirements, operating performance

and financial position. The payment of dividends

is also subject to the Company being within the

leverage ratio range of 0.5 to 1 times the rolling

12 month trading EBITDA.

4.4.2 Dividends paid and declared

Amounts recognised as distributions to equity

holders during the year.

2022

Cents per

share

2021

Cents per

share

2022

$’000

2021

$’000

Final dividend for 2021, declared 21 February 2022

A

5.0

-

9,879

-

Special dividend, declared 20 June 2022

B

5.0

-

9,678

-

Interim dividend for 2022, declared 22 August 2022

C

3.0

3.0

5,795

5,927

Total dividends declared and paid during the year25,352

5,927

Supplementary final dividend for 2021 paid

23 March 2022

0.9

-

1,166

-

Supplementary special dividend paid 12 July 2022

0.9

-

1,188

-

Supplementary interim dividend for 2022 paid

27 September 2022

0.5

0.01

817

678

Total supplementary dividends declared and paid3,171

678

Proposed final dividend for the year ended

31 December 2022

6.0

5.0

11,035

9,879

A

Dividend was fully franked.

B

Dividend was partially franked.

C

Dividend was not franked, see note 4.4.3

for details.

ANNUAL REPORT 2022 91

Supplementary dividends were paid to registered
shareholders who were not tax residents in New

Zealand and who held less than 10% of the shares

in the Company at the record date for the related

distribution.

The proposed dividend, declared by the Board of

Directors on 21 February 2023, is to be paid on


22 March 2023 to registered shareholders as at

10 March 2023.

The dividends declared and paid were approved by

the Directors to be paid out of profits from NZME

Limited, as a standalone legal entity, which had

been specifically earmarked as being available for

the declaration of the dividend and had not been

appropriated or earmarked for other purposes.

4.4.3 Franking and imputation credits

2022

$’000

2021

$’000

Imputation credits available for subsequent reporting periods based on the

New Zealand 28% tax rate for the Group

NZ$ 24,211

NZ$ 25,047

Franking credits available to the Company for subsequent reporting periods

based on the Australian 30% tax rate for the Group

$ -

A

A$ 6,700

A

A

Following the payment of the special dividend on 12 July 2022, there are no further franking credits

available and the Company does not expect to frank any further dividends. At 31 December 2021, there

were A$6,699,711 available for use by the Company.

4.5 INTEREST BEARING LIABILITIES

The following table details the Group’s combined net debt at 31 December 2022.

The movements in these balances during the year are provided in notes 4.5.1 Secured bank loans and 4.5.2

Lease liabilities.

2022

$’000

2021

$’000

Bank loans

23,134

-

Cash and cash equivalents

(5,670)

(13,538)

Net bank debt / (cash)17,464

(13,538)

Lease liabilities

91,174

96,785

Net debt at 31 December108,638

83,247

CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

92 NEW ZEALAND MEDIA AND ENTERTAINMENT

4.5.1 Secured bank loans
2022

$’000

2021

$’000

Bank loans

As at 1 January

-

45,379

Net cash flows

24,000

(46,000)

Capitalised borrowing costs

(166)

-

Amortisation of borrowing costs

236

249

Gain on loan modification

(564)

-

Reclassification of unamortised borrowing costs (from) / to prepayments

(372)

372

As at 31 December23,134

-

Cash and cash equivalents

As at 1 January

(13,538)

(11,560)

Cash flows

7, 8 6 8

(1,978)

As at 31 December(5,670)

(13,538)

Net bank debt / (cash)17,464

(13,538)

Capitalised borrowing costs of $302,331 are

included in the secured bank loans balance at

31 December 2022. At 31 December 2021 capitalised

borrowing costs of $372,761 were reclassified as

current prepayments ($248,507) and non-current

prepayments ($124,254). Capitalised borrowing

costs are the costs incurred on acquiring the loan

less accumulated amortisation to


31 December 2022 with the costs being amortised

over the period of the loan.

The Group is funded from a combination of its own

cash reserves and NZ$50 million bilateral bank loan

facilities, which NZME refinanced on 21 November

2018, 22 July 2020 and 9 December 2022, of

which $24.0 million (2021: $nil million) is drawn

and $26.0 million (2021: $50 million) is undrawn

as at 31 December 2022. This facility expires on


31 January 2026.

The interest rate for the drawn facility is the BKBM

plus credit margin.

The NZME bilateral facilities contain undertakings

which are customary for facilities of this nature

including, but not limited to, provision of

information, negative pledge and restrictions on

priority indebtedness and disposals of assets. The

assets of the Group are collateral for the interest

bearing liability.

In addition, the Group must comply with financial

covenants (a net debt to EBITDA ratio and an EBITDA

to net interest expense ratio) for each 12 month

period ending on 31 March, 30 June, 30 September

and 31 December. The Group has complied with

these covenants throughout the reporting period.

ANNUAL REPORT 2022 93

4.5.2 Lease liabilities
2022

$’000

2021

$’000

As at 1 January

Current lease liabilities

11,340

10,931

Non-current lease liabilities

85,445

96,521

Total lease liabilities96,785

107,452

Interest on lease liabilities

4,890

5,097

New leases

3,428

1,538

Rent concessions

-

(361)

Changes in scope, lease terms and other adjustments

2,920

(1,059)

Total lease liabilities before cash payments108,023

112,667

Interest paid on leases

(4,890)

(5,097)

Principal payments

(11,959)

(10,785)

Total cash payments(16,849)

(15,882)

Total lease liabilities at 31 December91,174

96,785

Current lease liabilities

11,596

11,340

Non-current lease liabilities

79,578

85,445

Total lease liabilities at 31 December91,174

96,785

Accounting policy

Borrowings are initially recognised at fair value less

attributable transaction costs and subsequently

measured at amortised cost. Any difference

between cost and redemption value is recognised

in the income statement over the period of the

borrowing on an effective interest basis.

Costs incurred in connection with the

arrangement of borrowings are deferred and

amortised over the period of the borrowing.

These costs are netted off against the carrying

value of borrowings in the balance sheet.


CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

94 NEW ZEALAND MEDIA AND ENTERTAINMENT

4.6 CASH FLOW INFORMATION
Note

2022

$’000

2021

$’000

Reconciliation of net cash inflows from operating activities to profit

for the year:

Profit for the year

22,680

34,434

Depreciation and amortisation expense

2 7,3 9 1

26,319

Borrowing cost amortisation

236

249

Fair value movement on over hedged swaps

(59)

(15)

Gain on loan modification

(564)

-

Change in current / deferred tax payable

(3,489)

510

Net loss / (gain) on sale of non-current assets

7

(15,809)

Group's share of retained losses in joint ventures and associates

231

539

Lease adjustments

(58)

(476)

(Impairment reversal) / impairment of property plant and equipment

(392)

1,351

(Impairment reversal) / impairment of right-of-use asset

(157)

1,126

Share based payment expense

1,683

1,559

BusinessDesk earn-out provision3.10

413

-

Changes in assets and liabilities net of effect of acquisitions:

Trade and other receivables

(3,109)

(503)

Inventories

(3,735)

(429)

Prepayments

(198)

182

Trade and other payables and employee entitlements

(3,391)

2,805

Net cash inflows from operating activities37, 4 8 9

51,842

Accounting policy

For the purposes of presentation on the statement of cash flows, cash and cash equivalents includes

cash on hand and short term deposits held at call with finance institutions, net of bank overdrafts.

ANNUAL REPORT 2022 95

4.7 FINANCIAL RISK MANAGEMENT
4.7.1 Capital and risk management

The Group's objectives when managing capital are

to:

• safeguard their ability to continue as a going

concern, so that they can continue to provide

returns for shareholders and benefits for other

stakeholders; and

• maintain an optimal capital structure to reduce

the cost of capital.

In order to maintain or adjust the capital structure,

the Group may adjust the amount of dividends paid

to shareholders, return capital to shareholders, issue

new shares or sell assets to reduce debt.

Refer to note 4.5 for undrawn facilities to which

the Group has access to as well as the net debt

calculation that is used by the group to manage

capital requirements.

The Group’s activities expose it to a variety of

financial risks:

• market risk, including interest rate risk and

price risk;

• credit risk; and

• liquidity risk.

The Group’s overall risk management programme

focuses on the unpredictability of financial markets

and seeks to minimise potential adverse effects

on the financial performance of the Group. The

Group uses different methods to measure different

types of risk to which it is exposed. These methods

include sensitivity analysis in the case of interest

rate and ageing analysis for credit risk.

Financial risk management is carried out by the

Group Treasury function. The Group Treasury

function meet regularly with the Group CFO to

cover specific areas, such as interest rate risk and

credit risk, use of derivative financial instruments

and non-derivative financial instruments, and

investment of excess liquidity. Due to the Group's

limited operations in foreign jurisdictions,

the Group does not have a significant foreign

exchange exposure.

4.7.2 Market risk

Cash flow and fair value interest rate risk

Long term borrowings issued at variable rates

expose the Group to cash flow interest rate risk.

Borrowings issued at fixed interest rates expose

the Group to fair value interest rate risk. The

Group has undertaken hedging transactions

to mitigate this risk (note 3.9). Current interest

bearing debt is fixed for 30 days on a rolling basis.

NZME’s interest rate risk is managed with interest

rate derivatives. Hedge accounting is applied

to derivatives that are effective in offsetting the

changes in fair value or cash flows of the hedged

items. The hedge relationship is documented

and the effectiveness of such hedges is tested at

regular intervals, at least on a semi-annual basis.

Based on the outstanding net floating debt at

31 December 2022 a change in interest rates of

+/-1% per annum with all other variables being

constant would have impacted post-tax profit

and equity by $0.2 million lower / higher. The

Company had no debt at 31 December 2021 and

therefore no sensitivity analysis on changes in

interest rates was performed.

Price risk

The Group is not exposed to significant price

risk. There is some risk associated with other

financial assets however this is not deemed to be

significant.

4.7.3 Credit risk

Credit risk is managed on a Group basis. Credit

risk arises from cash and cash equivalents and

deposits with banks and financial institutions, as

well as credit exposures to wholesale and retail

customers, including outstanding receivables and

committed transactions. For banks and financial

institutions, the creditworthiness is assessed prior

to entering into arrangements and approved by

the Board. For other customers, NZME's credit

control department assesses the credit quality,

taking into account financial position, past

experience and other factors. The utilisation

of credit limits is regularly monitored and the

Group does not normally obtain collateral from its

customers.

CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

96 NEW ZEALAND MEDIA AND ENTERTAINMENT

The table below sets out additional information about the credit quality of trade receivables net of the
provision for impairment.

Past due

Current

$’000

Less than

one month

$’000

One to

three

months

$’000

Three to

six months

$’000

Over six

months

$’000

Tot a l

$’000

31 December 2022

Expected loss rate0.1%0.7%

2 .1%8.7%22.9%

Trade receivables29,9248,264

1,8731,3391,13442,534

Impaired receivables(39)(60)

(40)(117)(260)(516)

29,8858,2041,8331,22287442,018

Past due

Current

$’000

Less than

one month

$’000

One to

three

months

$’000

Three to

six months

$’000

Over six

months

$’000

Tot a l

$’000

31 December 2021

Expected loss rate0.3%1.4%

7. 2 %25.9%13.4%

Trade receivables29,4645,828

1,5165801,42538,813

Impaired receivables(103)(81)

(109)(150)(191)(634)

29,3615,7471,4074301,23438,179

Trade receivables are generally settled within

30 to 45 days. The Directors consider the carrying

amount of trade receivables approximates to their

net fair value. Trade receivables are monitored on

an individual basis and the Company considers the

probability of default upon initial recognition of

the trade receivable and throughout the year and

provides for trade receivables considered to be

impaired.

As of 31 December 2022, trade receivables of

$3,929,000 (2021: $3,071,000) were past due but

not impaired.

The maximum exposure to credit risk at

31 December 2022 is equal to the carrying amount

of cash and cash equivalents and trade and other

receivables. The Group is not exposed to any

concentrations of credit risk within cash and cash

equivalents or trade and other receivables.

Credit risk further arises in relation to financial

guarantees given to certain parties from time

to time.

4.7.4 Liquidity risk

Prudent liquidity risk management implies

maintaining sufficient cash and marketable

securities, the availability of funding through an

adequate amount of committed credit facilities

and the ability to close out market positions. Due

to the dynamic nature of the underlying business,

Group Treasury aims at maintaining flexibility

in funding by keeping committed credit lines

available. Management monitors rolling forecasts

of the Group’s liquidity reserve on the basis of

expected cash flows.

The tables below analyse the Group’s financial

liabilities including interest to maturity into relevant

maturity groupings based on the remaining period

at the balance sheet date to the contractual

maturity date. The amounts disclosed in the tables

are the contractual undiscounted cash flows.

ANNUAL REPORT 2022 97

Less than
one year

$’000

Between

one and two

years

$’000

Between

two and five

years

$’000

Over

five years

$’000

Tot a l

cash flows

$’000

31 December 2022

Trade payables and accruals30,133- - - 30,133

Lease liabilities15,992 14,932 42,124 36,950 109,998

Bank loans 2,1602,16026,160- 30,480

Tot a l48,28517,0 9 268,28436,950170,611

31 December 2021

Trade payables and accruals31,210---31,210

Lease liabilities15,95415,00640,84546,733118,538

Tot a l47,1 6 4 15,006 40,845 46,733 149,748

4.8 FAIR VALUE MEASUREMENT

The Group measures and recognises the following

assets and liabilities at fair value on a recurring

basis:

• Financial assets at fair value through profit

or loss (FVTPL);

• Land and buildings (excluding leasehold

improvements).

4.8.1 Fair value hierarchy

NZ IFRS 13 requires disclosure of fair value

measurements by level of the following fair value

measurement hierarchy:

• Level 1: quoted prices (unadjusted) in active

markets for identical assets or liabilities;

• Level 2: inputs other than quoted prices

included within level 1 that are observable

for the asset or liability, either directly or

indirectly; and

• Level 3: inputs for the asset or liability that

are not based on observable market data

(unobservable inputs).

CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

98 NEW ZEALAND MEDIA AND ENTERTAINMENT

4.8.2 Recognised fair value measurements
Note

2022

$’000

2021

$’000

Recurring fair value measurements

Financial assets (Level 2)

Derivative financial instruments: current assets3.9

279

25

Derivative financial instruments: non-current assets3.9

-

228

Financial assets (Level 3)

There are no financial assets carried at fair value. Other financial assets

of $815,000

A

(2021: $815,000) are measured at amortised cost and

therefore have been excluded from this table.

Total financial assets279253

Non-financial assets (Level 3)

Freehold land3.2

265

265

Buildings (excluding leasehold improvements)3.2

56

53

Total non-financial assets321

318

A

Other financial assets comprise of a loan to Event Finda NZ Ltd. The loan is interest bearing and is

repayable under certain conditions.

All fair value measurements referred to above are in

either level 2 or level 3 of the fair value hierarchy and

there were no transfers between levels. The Group’s

policy is to recognise transfers between fair value

hierarchy levels as at the end of the year.

4.8.3 Disclosed fair values

The Group also has a number of assets and liabilities

which are not measured at fair value but for which

fair values are disclosed in these notes.

The carrying amounts of current trade receivables

and payables are assumed to approximate their fair

values due to their short-term nature.

The fair value of the non-current trade receivables

are assumed to approximate their carrying values as

the balances comprise of prepayments in relation

to cash already received by the Group and lease

receivables where the carrying value has been

calculated based on net present values of future

cash inflows.

The fair value of interest bearing liabilities disclosed

in note 4.5 is estimated by discounting the future

contractual cash flows at the current market

interest rates that are available to the Group for

similar financial instruments. For the year ended

31 December 2022, the borrowing rates were

determined to be between 3.8% and 7.2%

(2021: between 3.0% and 3.6%), depending on the

type of borrowing. The fair value of borrowings

approximates the carrying amount, as the impact

of discounting is not significant (level 2).

4.8.4 Valuation techniques used to derive

at level 2 and 3 fair values

Recurring fair value measurements

The fair value of financial instruments that are not

traded in an active market is determined using

valuation techniques. These valuation techniques

maximise the use of observable market data where

it is available and rely as little as possible on entity

specific estimates. If all significant inputs required

to fair value an instrument are observable, the

instrument is included in level 2.

If one or more of the significant inputs is not based

on observable market data, the instrument is

included in level 3.

The Group uses Director valuation for its freehold

land and buildings less subsequent depreciation for

buildings, to ensure that the carrying value of the

assets is materially consistent with their fair value.

The land and buildings owned by the Group are

transmission sites and associated buildings, and as

such are specialised and have limited saleability.

The best evidence of fair value is current prices in

an active market for similar properties; however,

these are not readily available for such specialised

sites in such locations. The Directors believe that the

current carrying value of the assets equates to their

fair value given the nature and location of the assets.

All resulting fair value estimates for properties are

included as level 3.

ANNUAL REPORT 2022 99

5.0 TAXATION
5.1 INCOME TAX EXPENSE

2022

$’000

2021

$’000

Reported income tax expense comprises:

Current tax expense

9,055

9,416

Deferred tax benefit

(475)

(1,573)

Over provision in prior years

(21)

(25)

Income tax expense8,559

7,818

Income tax expense differs from the amount prima facie payable as follows:

Profit before income tax expense

31,239

42,252

Prima facie income tax at 28%

8,747

11,831

Non-assessable asset sales and exempt distribution receipts

(363)

(4,446)

Non-assessable loss from equity accounting of investments

in joint ventures and associates

43

126

Non-deductible expenses

153

332

Over provision in prior years

(21)

(25)

Income tax expense8,559

7,818

CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

100 NEW ZEALAND MEDIA AND ENTERTAINMENT

5.2 DEFERRED TAX
Deferred tax assets and liabilities are attributable to:

Opening

Balance

$’000

Recognised

in income

$’000

Other

movements

$’000

Closing

Balance

$’000

2021

Employee entitlements729293(2)

1,020

Provision for impairment201(23)-

178

Accruals / restructuring1681841

353

Intangible assets (381)37-

(344)

Property, plant and equipment348156-

504

Leases427490-

917

Share schemes421436-

857

1,9131,573(1)3,485

2022

Employee entitlements1,020 337-

1,357

Provision for impairment178 (33)-

145

Accruals / restructuring353 (375)-

(22)

Intangible assets (344)37 -

(307)

Property, plant and equipment504 428 -

932

Leases917 70 -

987

Share schemes857 167 -

1,024

Other- (157)-

(157)

3,485 474- 3,959

There are unrecognised tax losses of $1,860,736 (A$1,744,812) (2021: $1,852,045 (A$1,744,812)) in an

Australian subsidiary of the Company which have not been recognised as there is uncertainty as to their

future recoverability. The deferred tax asset on these losses was not offset against the deferred tax liabilities

of the rest of the Group because they are levied by a different tax authority.

ANNUAL REPORT 2022 101

Accounting policies
The tax expense for the year comprises

current and deferred tax. Tax is recognised in

the income statement, except to the extent

that it relates to items recognised in other

comprehensive income or directly in equity.

In this case the tax is also recognised in other

comprehensive income or directly in equity,

respectively.

The current income tax charge is calculated

on the basis of the tax laws enacted or

substantively enacted at the balance sheet

date in the countries where the company and

its subsidiaries operate and generate taxable

income. Management periodically evaluates

positions taken in tax returns with respect to

situations in which applicable tax regulation is

subject to interpretation. It establishes provision

where appropriate on the basis of amounts

expected to be paid to the tax authorities.

Deferred tax is recognised, using the liability

method, on temporary differences arising

between the tax bases of assets and liabilities

and their carrying amounts in the consolidated

financial statements. However, deferred tax

liabilities are not recognised if they arise from

the initial recognition of goodwill; deferred

income tax is not accounted for if it arises from

initial recognition of an asset or liability in a

transaction other than a business combination

that at the time of the transaction affects neither

accounting nor taxable profit or loss. Deferred

income tax is determined using tax rates (and

laws) that have been enacted or substantially

enacted by the balance sheet date and are

expected to apply when the related deferred

income tax asset is realised or the deferred

income tax liability is settled.

Deferred income tax assets are recognised

only to the extent that it is probable that future

taxable profit will be available against which the

temporary differences can be utilised.

Deferred income tax is provided on temporary

differences arising on investments in subsidiaries

and associates, except for deferred income tax

liability where the timing of the reversal of the

temporary difference is controlled by the Group

and it is probable that the temporary difference

will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are

offset when there is a legally enforceable right

to offset current tax assets against current tax

liabilities and when the deferred income tax

assets and liabilities relate to income taxes levied

by the same taxation authority on either the

same taxable entity or different taxable entities

where there is an intention to settle the balances

on a net basis.

CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

102 NEW ZEALAND MEDIA AND ENTERTAINMENT

6.0 GROUP STRUCTURE AND INVESTMENTS IN OTHER ENTITIES
6.1 CONTROLLED ENTITIES

The consolidated financial statements incorporate the assets, liabilities and results of the subsidiaries

listed below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are

held directly by the Group, and the proportion of ownership interest held equals the voting rights held by

the Group. All entities are incorporated in, and operate in, New Zealand unless otherwise stated. There

were no changes in control during the years ended 31 December 2021 and 31 December 2022.

2022

Ownership

interest

2021

Ownership

interest

Name of entity

NZME Advisory Limited

100%

100%

NZME Australia Pty Limited

A

100%

100%

NZME Educational Media Limited

100%

100%

NZME Holdings Limited

100%

100%

NZME Investments Limited

100%

100%

NZME Print Limited

100%

100%

NZME Publishing Limited

100%

100%

NZME Radio Investments Limited

100%

100%

NZME Radio Limited

B

100%

100%

NZME Specialist Limited

100%

100%

The Hive Online Limited

100%

100%

New Zealand Radio Network Limited

100%

100%

The Radio Bureau Limited

100%

100%

OneRoof Limited

80%

80%

A

Incorporated in, and operates in, Australia.

B

One "Kiwi Share" held by the Minister of Finance. The rights and obligations are set out in the NZME

Radio constitution.

ANNUAL REPORT 2022 103

Accounting policy
The Group controls an entity when the Group is

exposed to, or has rights to, variable returns from

its involvement with the entity and has the ability

to affect those returns through its power to direct

the activities of the entity. Subsidiaries are fully

consolidated from the date on which control is

transferred to the Group. They are de-consolidated

from the date that control ceases. The acquisition

method of accounting is used to account for

business combinations by the Group.

Intercompany transactions, balances and

unrealised gains on transactions between Group

companies are eliminated. Accounting policies of

subsidiaries have been changed where necessary

to ensure consistency with the policies adopted by

the Group. Non-controlling interests in the results

and equity of subsidiaries are shown separately in

the consolidated income statement, statement of

comprehensive income, statement of changes in

equity and balance sheet respectively.

6.2 INTERESTS IN OTHER ENTITIES

6.2.1 Associates, joint ventures and joint operations

The Group has the following associates, joint ventures and joint operations:

2022

Ownership

interest

2021

Ownership

interest

Name of entity

Eveve New Zealand Limited

A

40%

40%

New Zealand Press Association Limited

A

38.82%

38.82%

Restaurant Hub Limited

A

38%

38%

The Beacon Printing & Publishing Company Limited

A

21%

21%

The Gisborne Herald Company Limited

A


49%

49%

The Wairoa Star Limited

A

40.41%

40.41%

The Radio Bureau

B

50%

50%

A

These entities are classified as joint ventures or associates and are accounted for using the equity

method in the consolidated financial statements.

B

The Radio Bureau is classified as a joint operation and the Group has included its direct right to the

assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred

assets, liabilities, revenues and expenses in these consolidated financial statements.

CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

104 NEW ZEALAND MEDIA AND ENTERTAINMENT

6.2.2 Equity accounted investments
2022

$’000

2021

$’000

As at 1 January3,623

4,162

Share of operating losses

(156)

(450)

Dividends received

(75)

(89)

Asset revaluation (Wairoa Star)

51

-

As at 31 December3,443

3,623

The equity accounted investments are not considered to be material to the Group's operations or results

and therefore no disclosures of the summarised financial information for these investments have been

made.

Accounting policies

Associates

Associates are all entities over which the Group

has significant influence but not control or joint

control. Interests in associates are accounted

for in the consolidated financial statements

using the equity method (see below), after

initially being recognised at cost. The Group’s

investment in associates includes goodwill (net of

any accumulated impairment loss) identified on

acquisition.

Joint arrangements

Under IFRS 11:

Joint Arrangements investments

in joint arrangements are classified as either joint

operations or joint ventures. The classification

depends on the contractual rights and

obligations of each investor, rather than the legal

structure of the joint arrangement.

The Group recognises its direct right to the

assets, liabilities, revenues and expenses of

joint operations and its share of any jointly held

or incurred assets, liabilities, revenues and

expenses. These have been incorporated in the

consolidated financial statements under the

appropriate headings.

The Group's interests in joint ventures are

accounted for using the equity method (see

below) after initially being recognised at cost in

the consolidated balance sheet.

Equity method of accounting

Under the equity method of accounting, the

investments are initially recognised at cost and

adjusted thereafter to recognise the Group’s share

of the post-acquisition profits or losses of the

investee in profit or loss, and the Group’s share

of movements in other comprehensive income

of the investee in other comprehensive income.

Dividends received or receivable from associates

and joint ventures are recognised as a reduction in

the carrying amount of the investment.

When the Group’s share of losses in an equity-

accounted investment equals or exceeds

its interest in the entity, including any other

unsecured long-term receivables, the Group does

not recognise further losses, unless it has incurred

obligations or made payments on behalf of the

other entity.

Unrealised gains on transactions between the

Group and its associates and joint ventures

are eliminated to the extent of the Group’s

interest in these entities. Unrealised losses

are also eliminated unless the transaction

provides evidence of an impairment of the

asset transferred. Accounting policies of equity

accounted investees have been changed where

necessary to ensure consistency with the policies

adopted by the Group.

The carrying amount of equity-accounted

investments is tested for impairment whenever

events or changes in circumstances indicate that

the carrying amount may not be recoverable.

ANNUAL REPORT 2022 105

6.2.3 GrabOne Limited
GrabOne Limited's business, assets and certain

liabilities were sold to Global Market Place in

October 2021 for $17.5 million resulting in a gain

on sale of $15.4 million. GrabOne Limited was not

considered to be a significant component of the

Group, or separate major line of business, and

was therefore not a discontinued operation. The

Group is responsible for settling the outstanding

merchant liabilities as at 29 October 2021 which

were $3.9 million, and at 31 December 2022 these

outstanding merchant liabilities were $31,196

(2021:$1.1 million) and are included in trade and

other payables on the balance sheet.

The Income statement for GrabOne Limited for the

period ended 29 October 2021 is given below:

2021

$’000

Revenue

7,0 3 0

Other income

15,367

Expenses from operations before finance costs, depreciation and amortisation

(3,396)

Profit before income tax expense19,001

Income tax expense

(1,173)

Profit after tax17, 8 2 8

Operating EBITDA of GrabOne Limited for the period ended 29 October 2021 is given below:

2021

$’000

Revenue

7,0 11

Operating expenses

(3,396)

Total operating adjusted EBITDA3,615

CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

106 NEW ZEALAND MEDIA AND ENTERTAINMENT

7.0 RELATED PARTIES
7.1 KEY MANAGEMENT COMPENSATION

Note

2022

$’000

2021

$’000

Total remuneration for Directors and other key

management personnel:

Short term benefits

6,112

6,598

Termination benefits

-

306

Dividends (relating to shares held in the Company during the year)

212

56

Share-based payments4.2

1,683

1,559

8,007

8,519

The table above includes remuneration of the Board of Directors and the Executive Team, including

amounts paid to members of the Executive Team who left during the year. Where a staff member was

acting in a position on the Executive Team, that portion of their remuneration has been included in the

table above.

7.2 OTHER TRANSACTIONS WITH RELATED PARTIES

The following table details the year end balances between the Group and its associates.

2022

$’000

2021

$’000

Balances with associates

Receivables

65

9

Payables

-

(24)

The following table details the transactions between the Group and its associates during the year.

2022

$’000

2021

$’000

Transactions with associates

Advertising revenue earned

25

13

Services provided by the Group

98

91

Paper usage reimbursed

46

1

Services received by the Group

(19)

(10)

ANNUAL REPORT 2022 107

8.0 COMMITMENTS AND
CONTINGENT LIABILITIES



The Group is subject to litigation incidental to the

business, none of which is expected to be material.

The consolidated financial statements include

a provision of $206,000 in relation to the court

proceedings filed against NZME Advisory Limited

(as a subsidiary of NZME, and formerly called

GrabOne Limited) by the Commerce Commission

on 15 December 2022. The provision is an estimate

of total costs that the Group believes will be

incurred in relation to the proceedings with any

potential fines and costs covered by insurance.

An equal amount has been recorded as other

income that will be receivable from the accepted

insurance claim.

No other provisions have been made in the

consolidated financial statements in relation

to the Group's other current litigation and the

Directors believe that such litigation will not have a

significant effect on the Group's financial position,

results of operations or cash flows.

9.0 SUBSEQUENT EVENTS

Subsequent to the reporting period several

regions across New Zealand have been impacted

by significant weather events. The Group's

operations have been impacted with temporary

disruption to radio broadcasts and the delivery of

print publications in some areas. As at the date

these financial statements were signed it was not

possible to make a reliable estimate of the financial

impact resulting from these events.

The Directors are not aware of any other material

events subsequent to the balance sheet date.

CONTINUED

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

108 NEW ZEALAND MEDIA AND ENTERTAINMENT


Independent auditor’s report

To the shareholders of NZME Limited

Our opinion

In our opinion, the accompanying consolidated financial statements of NZME Limited (the Company),

including its subsidiaries (the Group), present fairly, in all material respects, the financial position of the

Group as at 31 December 2022, its financial performance and its cash flows for the year then ended in

accordance with N

ew Zealand Equivalents to International Financial Reporting Standards (NZ IFRS)

and International Financial Reporting Standards (IFRS).

What we have audited

The Group's consolidated financial statements comprise:

●the consolidated balance sheet as at 31 December 2022;

●the consolidated income statement for the year then ended;

●the consolidated statement of comprehensive income for the year then ended;


the consolidated statement of changes in equity for the year then ended;

●the consolidated statement of cash flows for the year then ended; and

●the notes to the consolidated financial statements, which include significant accounting policies

and other explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and I

nternational Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in theAuditor’s responsibilitiesfor the audit of the consolidated financial statements

section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Profes

sional and Ethical Standard 1International

Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand)(PES 1) issued by the New Zealand Auditingand Assurance Standards Board and the

International Code of Ethics for Professional Accountants (including International Independence

Standards)issued by the International Ethics StandardsBoard for Accountants (IES

BA Code), and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of agreed upon procedures relating to the

benchmarking of market revenue data and agreed upon procedures relating to the Group's return to

the Broadcasting Standards Authority. In addition, our firm, its partners and employees may deal

with

the Company on normal terms within the ordinary course of trading activities of the Group. The

provision of these other services and relationships have not impaired our independence as auditor of

the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the consolidated financial statements of the current year. T

hese matters were addressed

in the context of our audit of the consolidated financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.


PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz


1

ANNUAL REPORT 2022 109



Description of the key audit matterHow our audit addressed the key audit matter

Impairment assessment of indefinite life

intangible assets

As at 31 December 2022, the total carrying

amount of the Group’s indefinite life

intangible assets, comprising goodwill,

masthead brands and other brands (the

assets), amounts to $105.1 million. Annual

impairment testing is required under NZ

IFRS.

To assess the recovera

ble amount of these

assets, the Group prepared discounted cash

flow models on a Value-In-Use (VIU) basis.

The assets have been allocated to individual

cash generating units (CGUs) and have

been tested for impairment at this level. The

CGUs identified are Audio, Publishing and

OneRoof.

The impairment assessments are considered

a key audit matter due to the significance of

the carrying value of the assets as

well as

the inherent judgements involved in

estimating forecast cash flows, discount

rates, and long-term growth rates.

Key estimates and assumptions included in

the impairment assessment are:

●the identification of CGUs for impairment

testing purposes;

●expected future cash flows of each CGU,

which include estimates and

assumptions around revenue and

operating expenses;

●discount rates; and

●long-term growth

rates.

Based on the assumptions above, no

impairment of indefinite life intangible assets

has been recognised. Management also

concluded that there were no reasonably

possible adverse changes in the key

assumptions that would result in material

impairment in any of the CGUs.

Refer to note 3.1.1 of the consolidated

financial statements for further information.

We performed the following audit procedures in

re

lation to the impairment assessment and key

management judgements:

●held discussions with management and

understood the processes undertaken and

basis for determining the key assumptions;

●evaluated the design of controls, determined if

they are designed effectively, and confirmed

that they have been implemented;

●considered the appropriateness of

management’s CGU assessment;

●considered the appropriateness

of the basis of

allocation of assets and liabilities and the

forecast cash flows to the CGUs;

●considered the reasonableness of unallocated

costs and whether these should be allocated to

a CGU;

●gained an understanding of the forecast outlook

for the industry and the strategic direction of the

business; and

●performed our own sensitivity assessment on

the cash flow forecasts to determine whether

reasonably

possible adverse changes in the

key assumptions would result in an impairment.

In relation to the recoverable amounts determined

using VIU, we:

●tested the mathematical accuracy of the VIU

calculations;

●compared the forecast cash flows used for

2023 to the Board approved budget;

●assessed and challenged the reasonableness

of future cash flows of each CGU, including

management’s estimates and assumptions

aro

und forecast revenues and operating

expenses, with reference to historical

performance and external market evidence;

●engaged our auditor’s valuation expert to assist

us to assess and challenge the reasonableness

of the discount rates and terminal growth rates.

We also considered the appropriateness of

disclosures made.

As a result of our procedures, we have no matters

to report.

PwC2

110 NEW ZEALAND MEDIA AND ENTERTAINMENT

Description of the key audit matterHow our audit addressed the key audit matter
Recognition of revenue

The Group has reported total revenue from

external customers totalling $355.4 million

for the year.

Advertising arrangements are often

customised and consist of multiple

performance obligations and a series of

distinct goods and services. They meet the

definition for revenue recognition over time in

accordance with IFRS 15.

Circulation and subscription revenue is

recognised at a point in time as single

performance obligations.

External printing and distribution as well as

other revenue is recognised over time in

accordance with IFRS 15.

Management judgement, in the form of

estimates, is applied in the following areas:

●measuring progress towards complete

satisfaction of a performance obligation;

●determining the transaction price in

respect of contracts with non- standard

consideration; and

●allocating the transaction price to

performance obligations.

The recognition of revenue is a judgemental

area with multiple revenue streams, requiring

significant audit focus and attention. As a

result, we consider it a key audit matter.

Our audit approach for revenue is largely

substantive. We performed the following

procedures:

●updated our understanding of the systems,

processes and controls in place over the

recognition of revenue;

●performed disaggregated risk assessment

analytics over all material revenue streams;

●on a sample basis, tested the completeness,

cut-off and occurrence of advertising revenue

by agreeing published and broadcasted

advertisements to booking schedules and vice

versa;

●tested the accuracy of advertising revenue with

reference to relevant rate cards and standard

terms of business;

●reconciled booking schedules for advertising

revenue to the general ledger to ensure

complete and accurate recognition of revenue,

including recognition within the correct period;

●performed confirmation procedures for external

printing and distribution revenue’s largest

customer;

●for all other revenue, including circulation and

subscriptions, on a sample basis, examined

invoices, contracts with customers, or payment

and pricing arrangements to ensure revenue

recognition was in accordance with agreed

terms and the principles of IFRS 15;

●tested the credit notes issued throughout the

year and after year end to assess the level of

credit notes subsequent to revenue recognition;

and

●tested the accuracy and classification of

segmental disclosures on revenue.

As a result of our procedures, we have no matters

to report.

PwC3

ANNUAL REPORT 2022 111



Our audit approach

Overview

Overall group materiality: $1,777,000, which represents 0.5% of total

revenue.

We chose total revenue as the benchmark because, in our view, it is

the benchmark against which the performance of the Group is most

commonly measured by users, and is a generally accepted

benchmark. In our judgement, revenue provides a more stable

measure for establishing our materiality benchmark and best reflects

performance of the Group. We chose 0.5% based on our

professional judgement, not

ing that it is also within the range of

commonly accepted thresholds for entities where revenue is

considered the appropriate benchmark.

We performed a full scope audit over the consolidated information of

the Group

As reported above, we have two key audit matters, being:

●Impairment assessment of indefinite life intangible assets

●Recognition of revenue

As part of designing our audit, we determined materialityand assessed the risks of material

misstatement in the consolidated financial statements. In particular, we considered where

management made subjective judgements; for example, in respect of significant accounting estimates

that involved making assumptions and co

nsidering future events that are inherently uncertain. As in all

of our audits, we also addressed the risk of management override of internal controls, including among

other matters, consideration of whether there was evidence of bias that represented a risk of material

misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed t

o obtain

reasonable assurance about whether the consolidated financial statements are free from material

misstatement. Misstatements may arise due to fraud or error. They are considered material if,

individually or in aggregate, they could reasonably be expected to influence the economic decisions of

users taken on the basis of the consolidated financial statements.

Based on our professional judgement,

we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the consolidated financial statements as a whole as set out

above. These, together with qualitative considerations, helped us to determine the scope of our audit,

the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate

, on the consolidated financial statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion

on the consolidated financial statements as a whole, taking into account the structure of the Group, the

accounting processes and controls, and the industry in which the Group operates.

PwC4

112 NEW ZEALAND MEDIA AND ENTERTAINMENT



Other information

The Directors are responsible for the other information. The other information comprises the

information included in the Annual report, but does not include the consolidated financial statements

and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do

not express any form of audit opinion or assurance conclu

sion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge obtained in the audit, or otherwise

appears to be materially misstated. If, based on the work we have performed on the othe

r information

that we obtained prior to the date of this auditor’s report, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have nothing to report in

this regard.

Responsibilities of the Directors for the consolidated financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation

of

the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal

control as the Directors determine is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the

Group’s ability to c

ontinue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the Directors either intend to liquidate

the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about w

hether the consolidated financial

statements, as a whole, are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always

detect a material misstatement when it exists. Misstatements can arise

from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence

the economic decisions of users taken on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is

located at the External Reporting Board’s website at:

https://www.xrb.go

vt.nz/assurance-standards/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

PwC5

ANNUAL REPORT 2022 113



Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Lisa Crooke.

For and on behalf of:

Chartered AccountantsAuckland

21 February 2023

PwC6

114 NEW ZEALAND MEDIA AND ENTERTAINMENT

ANNUAL REPORT 2022 115

DIRECTORY
Registered Address

NZME Limited

2 Graham St

Auckland 1010

New Zealand

Registred Office Contact Details

Postal Address: Private Bag 92198

Victoria St West

Auckland 1142

New Zealand

Phone: +64 9 379 5050

Website: www.nzme.co.nz

Email: Investor_Relations@nzme.co.nz

Auditors

PricewaterhouseCoopers

Principal Bankers

Westpac

Principal Solicitors

Bell Gully

Share Registry

Link Market Services

Share Registry Contact Details

Postal Address: PO Box 91976

Auckland 1142

Street Address: Level 30 PwC Tower

15 Customs Street West

Auckland

Phone: +64 9 375 5998

Website: www.linkmarketservices.co.nz

Email: enquiries@linkmarketservices.co.nz

116 NEW ZEALAND MEDIA AND ENTERTAINMENT

ANNUAL REPORT 2022 117

TUKUTUKU KŌRERO
Education Gazette

NEW ZEALAND

---

Distribution Notice




Please note: all cash amounts in this form should be provided to 8 decimal places


Section 1: Issuer information

Name of issuer NZME Limited

Financial product name/description Ordinary shares

NZX ticker code NZM

ISIN (If unknown, check on NZX

website)

NZNZME0001S0

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies

Record date 10/03/2023

Ex-Date (one business day before the

Record Date)

9/03/2023

Payment date (and allotment date for

DRP)

22/03/2022

Total monies associated with the

distribution

1


$ 11,034,816.84000000

Source of distribution (for example,

retained earnings)

Retained earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

2

$0.08333333

Gross taxable amount

3

$0.08333333

Total cash distribution

4

$0.06000000

Excluded amount (applicable to listed

PIEs)

$

Supplementary distribution amount $0.01058824

Section 3: Imputation credits and Resident Withholding Tax

5


Is the distribution imputed Fully imputed X

Partial imputation

No imputation


1

Continuous issuers should indicate that this is based on the number of units on issue at the date of the form

2

“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of

Resident Withholding Tax (RWT).

3

“Gross taxable amount” is the gross distribution minus any excluded income.

4

“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.

This should include any excluded amounts, where applicable to listed PIEs.

5

The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is

fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute

advice as to whether or not RWT needs to be withheld.

If fully or partially imputed, please
state imputation rate as % applied

6


28%

Imputation tax credits per financial

product

$0.02333333

Resident Withholding Tax per

financial product

$0.00416667

Section 4: Distribution re-investment plan (if applicable)

DRP % discount (if any)

%

Start date and end date for

determining market price for DRP


Date strike price to be announced (if

not available at this time)


Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)


DRP strike price per financial product

$

Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms


Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Michael Boggs

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


22/02/2023






6

Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.

---

22 February 2023



Company Announcements Office

Exchange Centre

Level 6

20 Bridge Street

Sydney NSW 2000

Australia






Dear Sir/Madam


NZME Limited (ASX/NZX: NZM) – ASX Listing Rule 1.15.3


This letter is to confirm that for the purposes of ASX Listing Rule 1.15.3, NZME Limited has

complied with, and continues to comply with, the NZX Listing Rules.



Yours faithfully




Allison Whitney

General Counsel and Company Secretary

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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