Notice of Annual Shareholders’ Meeting

NZME NOTICE
OF ANNUAL
SHAREHOLDERS'
MEETING
TO BE HELD 26 APRIL 2023 AT THE NZME IHEART LOUNGE,
2 GRAHAM STREET, AUCKLAND CENTRAL AND ONLINE AT
VIRTUALMEETING.CO.NZ/NZM23

NZME NOTICE OF ANNUAL
SHAREHOLDERS' MEETING
Dear Shareholder,
NZME Limited (NZME) invites you to join in person or online its 2023 Annual Shareholders’ Meeting
(the Annual Shareholders’ Meeting or the meeting).
Notice is hereby given that the meeting will be held at the NZME iHeart Lounge, 2 Graham Street,
Auckland Central, Auckland 1010 and online at virtualmeeting.co.nz/nzm23 on Wednesday 26 April 2023
commencing at 3:00pm.
The Directors invite shareholders to join them for afternoon tea from 2:30pm
AGENDA
1. Chairman’s Address
Barbara Chapman
2. Chief Executive Officer’s Address
Michael Boggs
3. Ordinary Resolutions
To consider and, if thought fit, to pass the following
ordinary resolutions:
Ordinary Resolution 1:
Re-election of Barbara Chapman
That Barbara Chapman, who retires by rotation and
is eligible for re-election, be re-elected as a Director
of NZME.
Please see explanatory notes for further information.
Ordinary Resolution 2:
Auditor’s remuneration
That the Directors of NZME be authorised to fix the
fees and expenses of the auditor for the financial
year ending 31 December 2023.
Please see explanatory notes for further information.
4. General Business
To consider any other business that may be properly
brought before the Annual Shareholders’ Meeting.
IMPORTANT DATES AND TIMES
All times are in New Zealand time.
Vote-eligibility date for voting entitlements for
the Annual Shareholders’ Meeting:
Friday 21 April 2023, 5:00pm
Latest time for receipt of proxy voting forms:
Monday 24 April 2023, 3:00pm
Annual Shareholders’ Meeting:
Wednesday 26 April 2023, 3:00pm
On behalf of the Board
Barbara Chapman
Chairman
24 March 2023

EXPLANATORY NOTES
Ordinary Resolution 1:
Re-election of Barbara
Chapman
NZME’s constitution and the NZX Listing Rules require
that a director does not hold office (without re-
election) past the third annual meeting following the
director’s appointment or 3 years, whichever is longer.
Barbara Chapman was last elected as a director
of NZME by shareholders at NZME’s 2020 Annual
Shareholders’ Meeting held on 11 June 2020, and
being eligible, offers herself for re-election at the
meeting. She has the full support of the NZME Board.
Having had regard to the factors described in the
NZX Corporate Governance Code that may impact
director independence, the NZME Board considers
that Barbara Chapman qualifies as an independent
director.
Barbara is the Chairman of the NZME Board and
a member of the Audit & Risk Committee.
Barbara 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.
Ordinary Resolution 2:
Auditor’s Remuneration
The current auditor of NZME, PricewaterhouseCoopers,
will automatically continue in office by virtue of
section 207T of the Companies Act 1993. Under
section 207S of the Companies Act 1993, an
auditor’s fees and expenses must be fixed in the
manner determined at a shareholders’ meeting.
Shareholder approval is therefore sought for the
Board to fix PricewaterhouseCoopers’ fees and
expenses for the 2023 financial year.
PROCEDURAL NOTES
Entitlement to Vote
The only persons entitled to vote at the meeting are
those shareholders whose names are recorded in
the share register of NZME as at 5:00pm on Friday
21 April 2023. Only the shares registered in those
shareholders’ names at that time may be voted at
the meeting.
All resolutions to be considered at the meeting are
ordinary resolutions. Each resolution will be passed
if more than 50% of the votes of those shareholders
who are entitled to vote and who vote on the
resolution are voted in favour of that resolution.
Online participation
To participate at the meeting online use the following
link to NZME’s share registrar’s virtual meeting
platform: virtualmeeting.co.nz/nzm23
Shareholders attending and participating in the
meeting virtually via the online platform will be
able to vote and ask questions during the meeting.
If you will be participating online you will require
your shareholder number, found on your voting/
proxy form, for verification purposes.

More information regarding virtual attendance at
the meeting (including how to vote and ask
questions virtually during the meeting) is available
in the Virtual Annual Meeting Online Portal Guide,
which is available at:
bcast.linkinvestorservices.co.nz/generic/docs/
OnlinePortalGuide.pdf
Voting and Proxies
Your right to vote may be exercised by:
(a) attending the meeting and voting in person
or participating virtually and voting via the
online platform;
(b) submitting an online or postal vote; or
(c) appointing a proxy (or representative in
the case of a corporate shareholder) to
attend and vote in your place.
A proxy need not be a shareholder of NZME. Further
details of how to direct your proxy to vote or give
your proxy discretion to vote are set out in the
enclosed postal vote/proxy form.
You can cast a postal vote or appoint a proxy to vote
on your behalf by completing and returning the
enclosed postal vote/proxy form in accordance with
the instructions set out on the form. NZME’s share
registrar, Link Market Services Limited, has been
authorised by the Board to receive and count postal
votes at the meeting.
Alternatively, you can submit your vote or appoint a
proxy online at https://vote.linkmarketservices.com/
NZM. You will require your CSN/Holder Number and
FIN (New Zealand Register Holders) or HIN/SRN and
postcode (Australian Register Holders) to complete
your online vote or proxy appointment.
Your completed copy of the postal vote/proxy form
must be received by Link Market Services Limited,
or your online appointment or vote completed,
no later than 3:00pm on Monday 24 April 2023,
48 hours before the meeting. Postal vote/proxy
forms received after this time will not be valid for
the meeting.
If attending in person, please bring the enclosed
form to the meeting. The barcode is required for
registration.
EXPLANATORY NOTES

TUKUTUKU KŌRERO
Education Gazette
NEW ZEALAND

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


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

PROXY FORM/ADMISSION CARD FOR NZME LIMITED 2023 ANNUAL SHAREHOLDERS’ MEETING
The Annual Shareholders’ Meeting of NZME Limited (NZME) will be held at NZME iHeart Lounge, 2 Graham Street, Auckland Central and online via the Link
Market Services Virtual Annual Meeting platform at www.virtualmeeting.co.nz/nzm23 on Wednesday, 26 April 2023, commencing at 3:00pm (New Zealand
time). If you will be attending online, you will require your Holder Number for verification purposes.
If you propose NOT to attend the Annual Shareholders’ Meeting in person or online but wish to vote by postal vote or appoint a proxy, please complete and
return the Postal Vote/Proxy Form to Link Market Services no later than 3:00pm on Monday, 24 April 2023. Alternatively, proxy appointment or postal voting
can be completed online by going to vote.linkmarketservices.com/NZM or by scanning the QR code above with your smartphone. Any Postal Vote/Proxy Form
received or completed online after 3:00pm Monday, 24 April 2023 will not be valid for the Annual Shareholders’ Meeting.
Postal Vote
As a shareholder entitled to vote at the Annual Shareholders’ Meeting, you are entitled to vote by postal vote. You can cast your postal vote online or by one
of the other methods listed above. If you return your postal vote without indicating how you wish to vote, or your indication on how to vote is unclear, on any
resolution, you will be deemed to have abstained from voting on that resolution. Please do not appoint a proxy if you are voting by portal vote. If you complete
the postal vote section and also appoint a proxy, then your postal vote will be cast and your proxy appointment will not be counted, but your proxy may still
attend the meeting on your behalf. If this form is returned duly signed by a shareholder with voting instructions completed but without indicating that it is a
postal vote or proxy has been appointed, it will be deemed to be a postal vote.
Appointment of proxy
Any shareholder of NZME entitled to attend and vote at the Annual Shareholders’ Meeting may appoint a proxy to attend and vote in the place of that
shareholder. A proxy need not be a shareholder of NZME. The Chair of the meeting is willing to act as proxy for any shareholder who appoints her for that
purpose. If you appoint the Chair of the meeting as proxy, but do not direct the Chair how to vote on a resolution, then the Chair of the meeting will vote your
shares in favour of that resolution. To appoint the Chair as your proxy, please write “Chair of the Meeting” in the space marked “Full Name” on the Postal
Vote/Proxy Form.
If, in appointing a proxy, you do not name a person as your proxy or your named proxy does not attend the meeting, the Chair of the meeting will be your
proxy and may vote in accordance with your express direction. Shareholders that have appointed a proxy may still attend the Annual Shareholders’ Meeting in
person or online but will not be able to vote as a proxy has been appointed.
Voting of your holding
If you appoint a proxy you may either direct the proxy how to vote by ticking the “For”, “Against” or “Abstain” box in respect of each resolution OR give your
proxy discretion to vote as he or she sees fit by ticking the “Proxy Discretion” box in respect of each resolution. A shareholder can direct the proxy holder in
respect of one or more resolutions and give the proxy holder discretion in respect of other resolutions. If you tick the “Proxy Discretion” box for a particular
resolution, or if you do not tick any box for a particular resolution, then the proxy may vote as he/she thinks fit or abstain from voting.
Attending the meeting
If you wish to vote in person, you should attend the Meeting. Please bring this form with you to the Meeting to assist with your registration. A corporation
which is a shareholder may appoint a representative to attend the Annual shareholders’ Meeting on its behalf in the same manner as it could appoint a proxy.

Signing instructions for proxy forms
Individual Holding
Where the holding is in one name, the shareholder must sign this form.
Joint Holding
If you are joint holders of shares, either joint shareholder may sign this form.
Power of Attorney
If this form has been signed by an attorney, a copy of the power of attorney (unless it has already been deposited with Link Market Services Limited) and a
signed certificate of non-revocation of the power of attorney must be returned to Link Market Services Limited.
Corporate Shareholder
If the shareholder is a company, this form must be signed on behalf of the company by a duly authorised person acting under the company’s express or implied
authority.
Go online to vote.linkmarketservices.com/NZM to vote or turn over to complete the Postal Vote/Proxy Form

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


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

or: _________________________________________________of______________________________________________
(Full Name) (E-mail address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Shareholders’ Meeting of NZME Limited to be held on Wednesday, 26 April 2023
commencing at 3:00pm (New Zealand time), and at any adjournment of that meeting and to vote on any resolutions to amend any of the resolutions, on any
resolution so amended, and on any other resolution proposed at the meeting (or any adjournment thereof).
STEP 2: ITEMS OF BUSINESS – VOTING INSTRUCTIONS
Please note: For each resolution you must tick one box. If you mark the “Abstain” box for an item, you are directing your proxy not to vote on your
behalf during a poll and your votes will not be counted in computing the required majority for that item. Proxy discretion is not applicable when
voting by postal vote.
Resolutions
To consider and, if thought fit pass, the following ordinary resolutions:

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Shareholders’ Meeting, in person or via the virtual meeting platform at www.virtualmeeting.co.nz/nzm23 will have
the opportunity to ask questions during the meeting. If you cannot attend but would like to ask a question, you can submit a question online by going
to vote.linkmarketservices.com/NZM and completing the online validation process or complete the question section below and return to Link Market
Services. Questions will need to be submitted by 3:00pm on Monday, 24 April 2023. The Board will address and answer questions during the meeting.



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

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

Please indicate with a 

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

   
2.
That the Directors of NZME be authorised to fix the fees and expenses of the auditor for
the financial year ending 31 December 2023.
   
Question: