Notice of Annual Shareholders’ Meeting

TO BE HELD 11 APRIL 2024 AT THE NZME
IHEART LOUNGE, 2 GRAHAM STREET,
AUCKLAND CENTRAL AND ONLINE AT
VIRTUALMEETING.CO.NZ/NZM24
NZME NOTICE
OF ANNUAL
SHAREHOLDERS’
MEETING

1
Dear Shareholder,
NZME Limited (NZME) invites you to join in person or online its 2024 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/nzm24 on Thursday 11
April 2024 commencing at 3:00pm.
The Directors invite shareholders to join them for afternoon tea from 2:30pm.
Chairman’s Address
Barbara Chapman
Chief Executive Officer’s Address
Michael Boggs
Ordinary Resolutions
To consider and, if thought fit, to pass the
following ordinary resolutions:
Ordinary Resolution 1
Re-election of Director Carol Campbell
That Carol Campbell, who retires by rotation
and is eligible for re-election, be re-elected as a
Director of NZME.
Please see explanatory notes for further
information.
Ordinary Resolution 2
Re-election of Director David Gibson
That David Gibson, who retires by rotation and
is eligible for re-election, be re-elected as a
Director of NZME.
Please see explanatory notes for further
information.
Ordinary Resolution 3
Re-election of Director Guy Horrocks
That Guy Horrocks, 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 4
Auditor’s remuneration
That the Directors of NZME be authorisedto fix
the fees and expenses of the auditor for the
financial year ending 31 December 2024.
Please see explanatory notes for further
information.
General Business
To consider such other business that may
be properly brought before the Annual
Shareholders’ Meeting.
On behalf of the Board
Barbara Chapman
Chairman
12 March 2024
AGENDA
NZME NOTICE OF ANNUAL
SHAREHOLDERS’ MEETING
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IMPORTANT DATES AND TIMES
Latest time for receipt of proxy voting forms:
Tuesday 9 April 2024, 3:00pm
Annual Shareholders’ Meeting:
Thursday 11 April 2024, 3:00pm
Vote-eligibility date for voting entitlements for the
Annual Shareholders’ Meeting:
Tuesday 9 April 2024, 5:00pm
All times are in New Zealand time.

Ordinary Resolution 1:
Re-election of Director
Carol Campbell
NZME’s constitution and the NZX Listing Rules
require that a director does not hold office
(without re-election) past the third annual
meeting following the director’s appointment
or 3 years, whichever is longer.
Carol Campbell was last elected as a director of
NZME by shareholders at NZME’s 2021 Annual
Shareholders’ Meeting held on 16 April 2021,
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 Carol Campbell qualifies
as an independent director.
Carol Campbell is a Chartered Accountant and
Fellow of CAANZ, and Chartered member of
the Institute of Directors. Carol was a partner at
Ernst & Young for over 25 years and has been a
professional director for the last 10 years. Carol
has extensive financial experience and a sound
understanding of efficient board governance
and chairs NZME’s Audit and Risk Committee.

Carol is chair of NZ Post Limited and a director
of T&G Global Limited, Asset Plus Limited and
Chubb Insurance Limited.
Ordinary Resolution 2:
Re-election of Director
David Gibson
NZME’s constitution and the NZX Listing Rules
require that a director does not hold office
(without re-election) past the third annual
meeting following the director’s appointment
or 3 years, whichever is longer.
David Gibson was last elected as a director of
NZME by shareholders at NZME’s 2021 Annual
Shareholders’ Meeting held on 16 April 2021,
and being eligible, offers himself for re-election
at the meeting. He 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 David Gibson qualifies as
an independent director.
David has over 20 years’ investment banking
experience, including as Co-Head of
Investment Banking in New Zealand for
Deutsche Bank and Deutsche Craigs where he
completed a number of New Zealand’s largest
M&A and equity transactions, including within
the media industry.
David is currently deputy chair of Goodman
(NZ) Limited, a director of Freightways Group
Limited, Rangatira Limited and has recently
been appointed as a director of Contact Energy
Limited.
David holds a Bachelor of Laws (Honours) and
Bachelor of Commerce from the University of
Canterbury.
Ordinary Resolution 3:
Re-election of Director
Guy Horrocks
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.
Guy Horrocks was last elected as a director of
NZME by shareholders at NZME’s 2021 Annual
Shareholders’ Meeting held on 16 April 2021,
and being eligible, offers himself for re-election
at the meeting. He 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 Guy Horrocks qualifies as
an independent director.
Guy established himself as an early pioneer of
the mobile app industry co-founding the
world’s first commercial iPhone app company
in 2007, Polar Bear Farm.
EXPLANATORY NOTES

He went on to build his award winning mobile
agency Carnival Labs, launching over 100
mobile apps and working with clients that
included CNN, Time Magazine, Expedia,
DreamWorks, HBO, Target, as well as NZ
Herald.
Guy has since launched a real-time data
warehouse called SOLVE and is also a director
of New Zealand Mint Limited, New Zealand’s
only precious metal mint. Guy is an advisor to
brand tracking startup Tracksuit Limited and
Halter - a digital cow collar and app that helps
farmers better manage their farms.
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 Tuesday 9 April 2024. 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/nzm24
Shareholders attending and participating in the
meeting virtually via the online platform will be
able to vote and ask questions during the
meeting. If you will be participating online you
will require your shareholder number, found on
your voting/proxy form, for verification
purposes.
More information regarding virtual attendance
at the meeting (including how to vote and ask
questions virtually during the meeting) is
available in the Virtual Annual Meeting Online
Portal Guide, which is available at:
https://bcast.linkinvestorservices.co.nz/gen
eric/docs/OnlinePortalGuide.pdf.
Ordinary Resolution 4:
Auditor’s Remuneration
The current auditor of NZME,
PricewaterhouseCoopers, will automatically
continue in office by virtue of section 207T of
the Companies Act 1993. Under section 207S
of the Companies Act 1993, 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 2024 financial year.
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.
PROCEDURAL NOTES
EXPLANATORY NOTES

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 Tuesday 9
April 2024, 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.
Questions
Shareholders attending the meeting or
participating virtually will have the opportunity
to ask questions during the meeting.
If you cannot attend the meeting but would like
to ask a question, you may submit a question
online at vote.linkmarketservices.com/NZM or
send your question in advance to
legal@nzme.co.nz
Questions must be submitted by 3:00pm on
Tuesday 9 April 2024, 48 hours before the
meeting.
The main themes will be aggregated and
responded to at the meeting. NZME reserves
the right not to address questions that, in the
Chairman’s opinion, are not reasonable in the
context of an annual shareholders’ meeting.
PROCEDURAL NOTES

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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 2024 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/nzm24 on Thursday, 11 April 2024, 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 Tuesday, 9 April 2024. 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 Tuesday, 9 April 2024 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 Thursday, 11 April 2024 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/nzm24 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 Tuesday, 9 April 2024. 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 Carol Campbell, who retires by rotation and is eligible for re-election, be re-elected
as a Director of NZME.

   
2.
That David Gibson, who retires by rotation and is eligible for re-election, be re-elected as
a Director of NZME.

   
3.
That Guy Horrocks, who retires by rotation and is eligible for re-election, be re-elected
as a Director of NZME.

   
4. That the Directors of NZME be authorised to fix the fees and expenses of the auditor
for the financial year ending 31 December 2024.

   
Question: