Date change of Annual Shareholders’ Meeting & Board update

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


1
NEW ZEALAND MEDIA AND ENTERTAINMENT
MARKET ANNOUNCEMENT

31 March 2025


Change of date of Annual Shareholders’ Meeting and Board update to Shareholders

AUCKLAND, 31 March 2025: NZME Limited (NZX and ASX: NZM) (NZME or the Company)
advises that it will hold its Annual Shareholders’ Meeting on Tuesday 3 June 2025. The time
and other details in relation to attending the meeting will be advised in the Notice of Meeting to
be sent in due course.

NZME previously announced on 25 February 2025 that its Annual Shareholders’ Meeting was
to be held on Tuesday 29 April 2025. However:

• as shareholders are aware, following that announcement, NZME received a proposal from
JTG 4 Limited, a company owned by James (Jim) Grenon, for the replacement of the current
NZME Board, to be voted on at the Annual Shareholders’ Meeting, details of which have
been included in letters provided by Mr Grenon and released by NZME to the market on 21
March 2025 and 26 March 2025; and

• Mr Grenon’s shareholder letter dated 26 March 2025 and correspondence to the Board
dated 30 March 2025 included new information regarding composition of the NZME Board
following the Annual Shareholders’ Meeting (if Mr Grenon’s proposals were to succeed).
The Company and the NZME Board have taken external legal advice and the NZME Board
has determined that it is appropriate and in the best interests of the Company to delay the
Annual Shareholders’ Meeting to Tuesday 3 June 2025. This will provide an opportunity to
engage with shareholders in respect of the new information and to allow shareholders to
consider such information and whether they wish to put forward any other director
nominations.

The NZME Board has concerns as to whether Mr Grenon’s proposals are in the best interests
of the Company and its shareholders. These concerns include:
• the risks of no alternative plan presented by Mr Grenon
• the risks around Mr Grenon gaining editorial control
• the risks around minority shareholder control of the boardroom
• the risks of poor governance

Further details on this matter are set out in the important letter to shareholders and the
presentation slides enclosed with this market announcement.

Accordingly, for the purposes of NZX Listing Rule 2.3.2, NZME advises that a new period for
nomination of Directors opens today and will close on Monday 5 May 2025 at 5pm NZT. The
nominations of Directors received from JTG 4 Limited and Osmium Partners, LLC during the
previous nomination period (which ended on Tuesday 11 March at 5pm NZT) will need to be
resubmitted to NZME. NZME will contact both JTG 4 Limited and Osmium Partners, LLC to
obtain confirmation as to whether or not their previous nominations are resubmitted.

NZME Limited. 2-4 Graham Street, Private Bag 92198, Victoria Street West, Auckland.
2
Nominations may only be made by a shareholder entitled to attend and vote at the Annual
Shareholders’ Meeting. Nominations should be accompanied by the consent in writing and brief
biographical details (for inclusion in the Notice of Meeting) of the person nominated.

Any nominations should be addressed to:

Genevieve O’Halloran
General Counsel
NZME Limited
Private Bag 92198
Victoria Street West
Auckland 1142

Email: legal@nzme.co.nz
ENDS

Authorised by Barbara Chapman, Chairman.

For further information please contact:

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

---

31 March 2025

Dear Shareholders,
We want to provide you an update on NZME’s upcoming Annual Shareholders’ Meeting and the
proposals received from Mr Grenon to replace the Board at that meeting.
Change of date of Annual Shareholders’ Meeting
As announced today, NZME will now hold its Annual Shareholders’ Meeting on Tuesday 3 June 2025.
The time and other details in relation to attending the meeting will be advised in the Notice of Meeting
to be sent in due course.
NZME previously announced on 25 February 2025 that its Annual Shareholders’ Meeting was to be
held on Tuesday 29 April 2025. However, new information has been received from Mr Grenon in his
26 March 2025 letter to shareholders and his 30 March 2025 correspondence to the Board regarding
the potential composition of the NZME Board following the Annual Shareholders’ Meeting (if Mr
Grenon’s proposals were to succeed). The Company and the NZME Board have taken external legal
advice and the NZME Board has determined that it is appropriate and in the best interests of the
Company to reschedule the Annual Shareholders’ Meeting to Tuesday 3 June 2025. This will provide
an opportunity to engage with shareholders in respect of the new information and to allow
shareholders to consider such information and whether they wish to put forward any other director
nominations.
Further correspondence from Mr Grenon
NZME has previously released through NZX a copy of Mr Grenon’s original letter of 6 March 2025 and
his subsequent letter dated 26 March 2025.
The NZME Board has received further correspondence in writing from Mr Grenon on 30 March 2025
which included a more modified proposal regarding governance for consideration by the Board,
including the following:
“1) The One Roof board be made more active and formalized. It would also be focussed on all
other “classified” opportunities. Its members would be Nigel Jeffries, Guy Horrocks and Simon
West.
2) The NZME board would have 7 people: Guy (one of Sussan, Carol or Barbara, tbd after
further discussions), Michael Boggs, Nigel, me, Philip and Des (Troy Bowker would be
authorized as an alternate to Des, if Des occasionally isn’t available). I would be chair.

3) The reconstituted board would pre-agree certain broad themes, including: i) improved
disclosure; ii) editorial policy will be acknowledged as the responsibility of the NZME board,
including processes to ensure compliance: and iii) there will be a thorough cost review, with me
being very involved at an operational level. Simon will assist me on a time intensive basis of
perhaps 20 hours per week. Of course Michael will be very involved in this as well.
4) A small editorial board will be established with an attempt at a diversity of views. Philip
would be the chair. They will also be responsible for raising standards, including a bit of a brain
trust to raise the level of insight. They would report to the NZME board.”
Concerns with Mr Grenon’s proposals
At this juncture, we want to provide you with a summary of our initial concerns as to whether Mr
Grenon’s proposals are in the best interests of the Company and its shareholders.
1. The risks of no alternative plan
A core role as the Board is to act in the best interests of the Company so as to protect and grow
shareholder value and our clear focus is on the drivers to increase such value. The two key value
drivers for NZME are:
Digital Growth. As outlined in many of our investor day presentations, a central value driver
has been growing our digital business, particularly digital subscribers at the Herald who are
replacing the print volume decline. We have been very successful in this mission with now
nearly 200,000 digital subscribers across our platforms.
OneRoof. OneRoof is an important value driver of NZME. We have invested in this business
and are tremendously excited by its performance trajectory. OneRoof has the potential to
exponentially grow shareholder value.
Our recent announcement of the independent strategic review is designed to surface the value
of OneRoof for shareholders. We have also been exploring opportunities in the past two years
centred around gaining scale and synergies from consolidation, some of which have been
disrupted by the current process.
We strongly refute Mr Grenon’s assertions that NZME has not performed well financially in recent
years. The media industry both locally and globally has been in turmoil, facing major disruption from
global tech competitors and also a depressed economic backdrop. Our local competitors have felt this,
and many have been in financial difficulty. Within this context NZME has been a standout
performer. On a total shareholder return basis, measured across both the last 1 and 5 years, NZME
has outperformed every listed competitor in the Australasian market. External analysts have been
publicly positive around company performance.
Dividends have been a core part of our total return. Some shareholders have previously asked for
greater dividends but we have sought to navigate the right balance between supporting returns to
shareholders while retaining sufficient financial flexibility to absorb economic shocks and allow
investment in our businesses, especially OneRoof.
Outside of quality, Mr Grenon’s key concerns around the existing business plans are over costs,
including CEO compensation. We point out that a large part of the CEO compensation in the past year

has been TIP (Total Incentive Plan) which aligns with the increase in shareholder value that has
occurred in the last three years.
In FY24 the salary and benefits for the CEO was $899,045
1
with a further $992,428 of shares issued
under the Total Incentive Plan and short term incentive plan, as a result of meeting performance
targets. In FY23 the ratio of salary, benefits and cash bonuses to shares received by the CEO was
similar. This ensures that the CEO is incentivised with shares in the company he leads, and aligns his
remuneration to shareholder outcomes.
Additionally, there is a constant drive to reduce general overheads to maintain margins.
Mr Grenon’s letter provides no clear plan or new initiatives that will significantly improve the
Company’s performance or increase value compared to the current plan being implemented by the
existing Board.
2. The risks around Mr Grenon gaining editorial control
We acknowledge the importance of quality journalism, which is central to NZME’s long term
sustainability.
NZME has a broad audience and to maximise revenue we must produce content which appeals to a
diverse range of perspectives. Internally we call that the “Business of Journalism”. There is a trade-off
between the Business of Journalism and the content.
Trust levels are generally low across all journalism in New Zealand, and the world. Many readers
would like to see fewer articles that they consider to be “click bait” and more articles on topics that
are important to them.
The Board accepts this feedback and since 2022 has embarked on three initiatives to relentlessly focus
on the quality of our product.
Quality Control – We have introduced article and journalist performance score cards which
rank every article and every journalist based on performance metrics – such as growing
subscriptions and audience engagement.
Operating model – The newsroom has been recently restructured to ensure we have the right
focus to drive quality and revenue.
Tech Solutions – Audiences are requesting more personalisation, so they are in control of what
they read, listen and view and we are now delivering to this through tech solutions.
These initiatives are ongoing.
The quality of journalism debate is very different from the choice of political leaning. With over 2
million readers, NZ Herald takes a deliberate position of being as broad as possible. We do this to
maximise audience and revenue. We believe some supporters of Mr Grenon are motivated by
supporting certain political perspectives. An example of this is that Mr Grenon, in his most recent
correspondence to the Board dated 30 March 2025, has suggested that Mr Troy Bowker be appointed
as Mr Gittings’ alternate director – Mr Bowker being an individual who has been reported as having

1
Salary includes normal basic salary and paid leave. Benefits relate to company contributions to KiwiSaver.

made comments that are against appealing to a wide range of perspectives.
2
We worry what this
might do to maintaining a broad audience and its impact on staff and revenue.
Mr Grenon has been open in the media about what he sees as the Board’s role in actively managing
media. In his latest correspondence, Mr Grenon has stated that editorial policy will be acknowledged
as the responsibility of the NZME board, including processes to ensure compliance. As you will see in
the extract from his latest correspondence above, he further states a small editorial board will be
established in order to raise standards and to be “a bit of a brains trust to raise the level of insight”.
Whilst we acknowledge that ultimately the Board is responsible for quality, we are also very against
the Board interfering with editorial independence. To attract the right talent and create the best
content, the current Board believes the journalists in the newsroom need to be independent. The
Board and CEO’s role is about selecting the best people to lead the newsroom and monitoring the
processes to track and improve quality and revenue, and not to control the news.
There are clear global examples of politically-driven or high net worth individual ownership resulting in
adverse financial outcomes for media businesses.
We are concerned that the proposal is a play by Mr Grenon to exercise control over a newsroom, rather
than anything else. Mr Grenon has previously owned Centrist and shown an interest in Stuff. We are
concerned this will have an adverse effect on the Company.
3. The risks around minority shareholder control of the boardroom
Mr Grenon currently owns around 10% of NZME yet is proposing that he will be Chairman and, as a
result, under NZME’s Constitution, and under some of the proposed board structures, will have a
casting vote on Board decisions.
We are concerned that the Board structure will result in Mr Grenon and his proposed Directors
controlling the decision making of the Company. All shareholders views need to be considered when
important decisions are made, not just the views of a few.
There is a risk that Mr Grenon prioritises his own agenda at the expense of the best interests of the
Company and all its shareholders.
We see significant risk that Mr Grenon’s proposal will deprive the Company of the benefit of a Board
which represents the voices of all shareholders.
4. The risks of poor governance
Three proposed board structures have been received from Mr Grenon so far, giving uncertainty to
shareholders. Those are summarised as follows:

2
For example, in BusinessDesk, Analysis: What we know about NZME’s new shareholder, Pattrick Smellie, 6 March 2025: “...[Troy]
Bowker is likely to have been forthright in expressing his opinions, asserting to this reporter on one occasion that publishing a diversity
of views was not how modern news media worked. “With subscription services that claim to be a business news site, I don’t want to
read any stories that piss me off,” he texted back in July 2023.”

Mr Grenon’s letter to
Shareholders of 6 March
2025
(released by NZME 21 March
2025)
Mr Grenon’s letter to
Shareholders of 26 March
2025
(released by NZME 26 March
2025)
Mr Grenon’s
correspondence to the
Board of 30 March 2025
Proposed composition:
4- 5 Directors comprising:
Appointment by Shareholders
at the Annual Shareholders’
Meeting, having effect from
conclusion of the Annual
Shareholders’ Meeting:
• James (Jim) Grenon
(Chair)
• Desmond (Des) Gittings
• Philip Crump
• Simon West
PLUS
Appointment by the new
Board above, having effect
following the new Board’s
decision following conclusion
the Annual Shareholders’
Meeting:
• One existing Board
member to be
appointed following the
Annual Shareholders’
Meeting
Proposed composition:
Up to 8 Directors comprising:
Appointment by Shareholders
at the Annual Shareholders’
Meeting, having effect from
conclusion of the Annual
Shareholders’ Meeting:
• James (Jim) Grenon
(Chair)
• Desmond (Des) Gittings
• Philip Crump
• Simon West
PLUS
Appointment by the new
Board above, having effect
following the new Board’s
decision following conclusion
the Annual Shareholders’
Meeting:
Up to four additional Board
members including from:
• The current Board
• The advisory boards of
one of NZME’s businesses
• NZME senior
management, most likely
CEO Michael Boggs
• A nominee from Osmium
Partners (subject to
owning at least 5% of
NZME shares)
Proposed composition:
7 Directors comprising:
• James (Jim) Grenon
(Chair)
• Desmond (Des) Gittings
(with Troy Bowker
appointed as Mr
Gitting’s alternate
director)
• Philip Crump
PLUS
• Guy Horrocks (existing
Board member)
• One of Sussan Turner,
Carol Campbell and
Barbara Chapman
(existing Board
members)
• Michael Boggs
• Nigel Jeffries
It is unclear whether the
above appointments would
be achieved at the Annual
Shareholders’ Meeting, or
by appointments by the new
Board following the Annual
Shareholders’ Meeting, or a
combination.
Other governance changes:
In addition, Mr Grenon has
outlined other governance
proposals as outlined in
points 1), 3) and 4) of his
statement copied above.

We have many concerns around the various proposals for the Board structure provided by Mr Grenon.
as they do not satisfy the requirements of the NZME Board Charter or reflect good corporate
governance. For example:
• The current Board is 100% independent. The new Board would not be. It is widely recognised
that independence is an important consideration for public company boards and that

independent views add value to boards. The 30 March proposal includes Mr Troy Bowker
being an alternate director of Mr Gittings. The Board has not had the opportunity to
determine whether Mr Troy Bowker is independent.
• The Company will not have an Independent Chair as recommended by the NZX Corporate
Governance Code. Under some of the proposed board structures, Mr Grenon as non-
independent Chair will have a casting vote under NZME’s constitution, increasing his voting
power where Board opinions are evenly split, further eroding Board independence.
• Mr Grenon’s nominees in his letter to shareholders of 6 March 2025 have minimal New
Zealand public company governance experience and little board committee experience. Mr
Grenon’s latest proposal of 30 March 2025 continues to have each of these nominees as either
a director of the Company or its subsidiary OneRoof.
• If all existing Board members are removed, there would be insufficient continuity, risking a loss
of momentum on value enhancing initiatives. Replacing the full Board with no transition
proposed is extremely destabilising for NZME and could have a large negative impact on
shareholder value.
• The Board is already actively considering Board renewal and succession matters, and recently
announced a proposal to find a new Board member, and also to reconstitute the board of
directors of its subsidiary OneRoof. The Board intends to continue its renewal process over a
period of time, ensuring that directors have the right mix of skills needed to support NZME’s
evolving strategic goals and that succession would occur in a staggered manner to minimise
disruption.
• There is limited media and radio sector expertise among Mr Grenon’s nominees and in some of
the proposed Board constructs, there is limited digital transformation or property market
expertise. NZME’s Board Charter states that the Board should at all times comprise members
whose skills, experience and attributes together reflect diversity, balance, cohesion and match
the demands facing the NZME Group.
• In some of Mr Grenon’s proposed board structures, all directors are male – clearly lacking
gender diversity. The current Board has 60% female and 40% male members.
In summary we think there are numerous governance issues with the proposed Board constructs and
that they would not be in the best interests of the Company or its shareholders.
Enclosed with this letter is a presentation providing further information for shareholders regarding the
above matters.
The Board will continue to act in the best interests of the Company to maximise shareholder value,
including by further discussions with shareholders.
The decisions that our shareholders ultimately make in relation to the Board composition are critical
not only for NZME’s future but also for the future of media in New Zealand.
Barbara Chapman
NZME Board Chairman, on behalf of the NZME Board

---

1
NZME Shareholder Update
31 March 2025

2
1. The risks of no
alternative plan

3
Total Shareholder return
CAGR (5yr, 1yr)
1
Opex CAGR
(19-24)
2
(0.7%)
7.0%
(1.3%)
(2.0%)
8.5%
(2.9%)
11.8%
20.1%
(10.7%)
1.4%
-
51.7%
16.0%
15.0%
12.4%
-6.7%
-7.6%
27.0%
26.6%
11.5%
1.2%
5.2%
45.2%
-4.2%
-18.4%
-8.1%
-28.6%
-30.9%
23.5%
-8.4%
-9.4%
51.3%
1.5%
NZME has outperformed all local listed and unlisted peers and the market
Source: NZ Herald –25 May 2020
Source: NZ Herald –30 May 2024
Source: One News–30 August 2024
Source: Business Desk–10 November 2023
Source: Stuff –10 July 2023
Note: (1) Market data as per Factset as at 28 March 2025, assumes dividend reinvestment (2) Not calendarised, NZME opex CAGR includes OneRoof growth investment (3) largely driven by takeover offer
Unlisted peers
Listed peers
NZX50
50.0%
3
NZME is a standout performer in a media industry facing major disruption and a depressed economic backdrop
CAGR 5yrCAGR 1yr

4
62.4
64.8
56.2
54.2
14.8 17.3
11.3
25.4
3
16.516.8
FY21FY22FY23FY24
Cumulative. FCF34.5 49.3 66.6 77.9
Cumulative dividend5.9 31.3 47.8 64.6
Net Debt
1
/ (Cash)(13.5)17.5 18.0 24.1
Leverage
1
(0.3x) 0.4x 0.5x 0.7x
NZME has maximised cash returns to shareholders whilst maintaining a conservative debt level
Source: Company filings, factset
Note: (1) Presented on a pre IFRS-16 basis (2) Includes $13.1m of net cash inflow from the sale of GrabOne (3) The normal dividend for the year was $15.7m with an additional $9.7m special dividend paid to supplement the $17.6m share buyback and bring the total capital
return to $27.3m
Strong EBITDA consistency
driven by growth in Digital and
OneRoof
Over the past 4 years
shareholders have received over
$80m in cash through dividends
and buybacks
NZME has maintained a
conservative leverage ratio
through this period
13
2
NZME Cash sources and uses (NZ$m)
17.6
13.1
2
21.4
5.9
Operating EBITDAOperating FCFDividendShare buy backProceeds from GrabOne sale

5
2
5
7
8
11
51
68
76
74
74
4
8
11
11
16
0
20
40
60
80
100
120
FY20FY21FY22FY23FY24
AudioPublishingOneRoof
The Board’s clear focus is on increasing shareholder value
The Board is focused on digital growth and the potential to exponentially grow shareholder value through OneRoof. Mr Grenon has provided no clear
alternative plan or new initiatives that will significantly increase shareholder value

Market
1
Total audio and publishing1.9%0.6%
Audio4.0%3.4%
Publishing(0.1%)(1.9%)
NZME digital revenue growth by segment (NZ$m)
17.5%23.5%
25.5%
27.1%29.2%
Digital %
total
revenue
Note: (1) Market refers to NZ advertising market data per ASA reports
A central value driver has been growing our digital business. We
have been very successful in this mission with nearly 200,000
digital subscribers across our platforms
OneRoof is an important value driver. We have invested in this
business, and we are tremendously excited by its performance
trajectory – it has the potential to exponentially grow
shareholder value
FY20-24 advertising revenue CAGR

6
Step1: Develop and Grow
2020 – 2024
Significantly invest in OneRoof to upgrade platform,
win market share and grow audience
Step 2: Enhance value
through M&A
Step 3: Ensure value
recognised
Step 4: Realise value
The Board is executing a clear plan to realise value in OneRoof
2023 – 2025
Exploring M&A opportunities both
within OneRoof (e.g. consolidation
opportunitiesfor synergies and
scale) and also NZME, some of which
have been disrupted by the current
process
2024 – 2025

Strategic review to consider best
structure to ensure value recognised
which could include a separation
mechanism (eg spin off, carve out or
partial sale to crystallise value) and
best timing
2028 onwards
Consider options to realise value.
This could include possible sale to a
high value existing trade player
3
OneRoof has grown to a level that readies it for its
next steps
Notes: (1) Domain refers to Domain Holdings Australia Limited (ASX: DHG), a key property classifieds peer
(2) Nielsen Online Ratings December 2021 – December 2024 (desktop, mobile web and domestic traffic only, does not include exclusive mobile app audience)
(3) Subject to any required competition approvals
-
10
20
FY20FY21FY22FY23FY24
Digital revenue (rebased to OneRoof, NZ$m)
1
OneRoofDomain (Rebased)
OneRoofDomain (Rebased)
Trademe
-
500
1,000
2021202220232024
Monthly online audience (000s)
2

7
2. The risks around
Grenon gaining
editorial control

8
2024 top 10 free stories: 5.2m
page views
2024 top 10 premium stories:
800k page views
Free users generated 59%
($36m) of NZ Herald digital
revenue in FY24
Subscribers generated 41%
($25m) of NZ Herald digital
revenue in FY24
NZME has a broad reach and to maximise revenue we must produce content which appeals to
the widest range of audiences
Strongly LeftSomewhat LeftNeutralSomewhat RightStrongly Right
Public Ratings of Media Political Leanings
Curia Market research, April 2023 Poll, n=1000
Audience
(millions)
2.0
1
0.6
2
0.5
2
N/A
0.8
1
2.0
1
23%
26%
24%
21%
10%
21%
47%
39%
44%
42%
34%
39%
13%
12%
10%
11%
5%
10%
12%
16%
15%
18%
32%
19%
5%
7%
7%
8%
19%
11%
Stuff
One News
Newshub
Radio NZ
Newstalk ZB
NZ Herald
We are continually optimizing the free and premium mix of content to
maximise digital revenue
Notes: (1) Source Nielsen Online Ratings Feb 2025 (desktop and NZ traffic only)
(2) Source GfK, Commercial RAM, S3 2024, M-S 12mn-12mn, Total NZ, AP10+ and RNZ audience research

9
Since 2022 the Board has embarked on a series of initiatives focused on improving the quality of
our product
FY23FY24FY25
Quality
control
Operating
model
Tech
solutions
Editorial and journalist
scoring
Training
Quality scores
Editorial incentives
Refocus newsroom on
audience engagement
and subscriptions
Newsroom structure
refresh
Newsroom AI
enablement
Content
personalisation
We introduced article and journalist performance
score cards which rank every article and every
journalist based on performance metrics – such as
subscriptions and audience engagement
The Newsroom has been recently restructured to
ensure that we have the right focus to drive quality
and revenue.
Audiences are requesting more personalisation, so
they are in control of what they read, listen and
view and we are now delivering to this.

10
The Board are concerned that this is a play by Mr Grenon to exercise control over a newsroom
•The quality of journalism debate is very different from the
choice of political leaning
•The Board believe some supporters of Mr Grenon are
motivated by supporting certain political perspectives and
moving the NZ Herald towards the right. We worry what
this might do to maintaining a broad audience and its
impact on staff and revenue
•Mr Grenon has been open in the media about the Board’s
role in actively managing quality in newsroom content.
We are very against the Board interfering with editorial
independence
1
•Mr Grenon's further modified proposal to the Board
states "editorial policy will be acknowledged as the
responsibility of the NZME board, including processes to
ensure compliance". It further states "A small editorial
board will be established with an attempt at a diversity of
views. Philip would be the chair. They will also be
responsible for raising standards, including a bit of a brain
trust to raise the level of insight."
•Mr Grenon has previously owned Centrist and shown an
interest in Stuff
Clear global examples of politically driven or high net worth individual
ownership resulting in adverse financial outcomes
Source: CNN – 30 October 2024
Source: New York Post – 13 January 2025
Source: Business insider – 4 November 2022
Source: Business Insider / Bloomberg- June2024
Note: (1) NZ Herald Media Insider – 24 March 2025

11
3. The risks around
minority shareholder
control of the Board
room

12
•Mr Grenon currently owns around 10% of the
NZME yet is proposing that he will be Chairman
and, as a result, under NZME’s Constitution, will
have a casting vote on Board decisions, where
one may be required
•We are concerned that under some of the
proposed constructs the Board structure will
result in Mr Grenon and his proposed Directors
controlling the decision making of the Company
•There is a risk that Mr Grenon prioritises his own
agenda at the expense of all shareholders
We see significant risk that the voices of all shareholders will not be represented in the
proposed Board construct
“
I do not propose to act as an
average, passive, board chair. I
propose to be very active at the
management level... the objective
is to act like an owner-operator.
1
- Jim Grenon
“
A complete change of board
members [is] a risk for investors.
[The] new board [lack] institutional
knowledge, and the bar for a full
cleanout [is] high.
-Oliver Mander, NZSA
Business Desk
2
Note: (1) from Mr Grenon’s letter released by NZME on 21 March 2025 (2) Business desk – 12 March 2024

13
4. The risks of
poor
governance

14
Mr Grenon’s proposed new Board structure keeps changing with 3 separate proposals received
6 March letter to shareholders
Proposed composition
4-5 Directors compromising:
Appointments by Shareholders at the ASM
•James (Jim) Grenon (Chair)
•Simon West
•Desmond (Des) Gittings
•Philip Crump
Plus:
Appointed by Board following the ASM
•One existing Board member
26 March letter to shareholders
Proposed composition
Up to 8 Directors comprising:
Appointments by Shareholders at the ASM
•James (Jim) Grenon (Chair)
•Simon West
•Desmond (Des) Gittings
•Philip Crump
Plus:
Appointed by Board following ASM
•Up to four new members including from:
•The current Board or advisory boards
of NZME
•The senior management “most likely
Michael Boggs”
•A nominee of shareholder Osmium
Partners (subject to owning at least
5% of NZME’s shares)
30 March correspondence to Board
Proposed composition
7 Directors comprising
•James (Jim) Grenon (Chair)
•Desmond (Des) Gittings (with Troy Bowker
appointed as Mr Gittings’ alternate Director)
•Philip Crump
Plus:
•Guy Horrocks
•One of Sussan Turner, Carol Campbell,
Barbara Chapman
•Michael Boggs
•Nigel Jefferies
It is unclear whether the above appointments
would be achieved at the Annual Shareholders’
Meeting, or by appointments by the new Board
following the ASM or a combination
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Executing a clear plan for the business
Three proposed board structures have been received so far,
giving uncertainty to shareholders
There is minimal public company governance experience
amongst the proposed new directors
The company will not have an Independent Chair and potentially
other members of the Board may not be independent (the Board
is continuing to consider the independence of the other Grenon
nominees)
Most recent proposal allows for an alternate from a small
minority shareholder, who the Board has not yet had the
opportunity to determine independence
In some of Mr Grenon’s proposed board structures, all directors
are male, inconsistent with NZME’s Diversity and Inclusion
Policy
Deep New Zealand public company and relevant sector
experience
All Board members are independent
Has the right balance of skills and expertise to lead NZME
Track record of delivery:
•incubated the fastest growing digital property
marketplace in Australasia
•led digital transformation of NZME
•navigated economic and industry disruption
•outperforming peers
Diversity of the Board
There are numerous governance issues with the proposed Board construct
Proposed Board
Current Board
No clear plan for business success