Issue of Performance Rights

Capital Change Notice



Section 1: Issuer information
Name of issuer NZME Limited
NZX ticker code NZM
Class of financial product
Unquoted long term performance
share rights (LTI PSRs), convertible
to NZME Limited ordinary shares
pursuant to NZME’s Total Incentive
Plan 2024 (the 2024 LTI Grant).
ISIN (If unknown, check on NZX website) Not applicable
Currency NZD
Section 2: Capital change details
11 1,117,530
Nominal value (if any) Nil
Issue price per security Nil
Nature of the payment (for example, cash or other
consideration)
No consideration is payable for the
LTI PSRs
Amount paid up (if not in full) Not applicable
Percentage of total class of Financial Products issued
(calculated on the number of Financial Products of the
Class, excluding any Treasury Stock, in existence)
The LTI PSRs for the 2024 LTI Grant
comprise 100% of the financial
products of that class.
NZME has other performance share
rights on issue from previous grants
under its Total Incentive Plan. Those
other performance share rights are
treated as a different class as they
are subject to different vesting
conditions
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for example
the Conversion price and Conversion date and the
ranking of the Financial Product in relation to other
Classes of Financial Product) or the Option (for
example, the exercise price and exercise date)
Each LTI PSR is issued pursuant to
the terms and conditions of the 2024
LTI Grant.
Vesting of LTI PSRs is subject to
achievement of the performance
conditions over a three-year
performance period from 1 January
2024 to 31 December 2026.
Upon vesting and becoming
exercisable, each LTI PSR will entitle
the holder to one ordinary share in the
Company. The LTI PSRs have a set
exercise price of $0.

Reason for issue and specific authority for issue (the
reason for change must be identified here)
Issue of LTI PSRs pursuant to the
Company’s Total Incentive Plan 2024
Grant.
Directors’ resolution dated 24 May
2024
Total number of Financial Products of the Class after
the issue (excluding Treasury Stock) and the total
number of Financial Products of the Class held as
Treasury Stock after the issue.
1,117,530 LTI PSRs.
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock.
Not applicable.
Specific authority for the issue, including a reference to
the rule pursuant to which the issue is made.
Resolution of Directors dated 24 May
2024 pursuant to NZX Listing Rule
4.6.1.
Terms or details of the issue (for example: restrictions,
escrow arrangements)
Subject to the rules of the 2024 LTI
Grant, the LTI PSRs will vest and be
exercised on 31 December 2026.
LTI PSRs are subject to restrictions
on transfer as provided in the rules of
the Total Incentive Plan.
On becoming exercisable, each LTI
PSR entitles the holder to one fully
paid ordinary NZME share subject to
adjustment in accordance with the
plan rules, ranking equally with all
other NZME ordinary shares.
The LTI PSRs have a set exercise
price of $0.
LTI PSRs do not entitle the holder to
receive dividends or other
distributions, or vote in respect of
NZME’s ordinary shares.
Date of issue 31 May 2024
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement Genevieve O’Halloran
Contact person for this announcement Genevieve O’Halloran
Contact phone number 027 406 3467
Contact email address Genevieve.ohalloran@nzme.co.nz
Date of release through MAP
31 May 2024