Notice of Annual Shareholders' Meeting

NZME NOTICE OF ANNUAL SHAREHOLDERS’
MEETING
TO BE HELD 3 JUNE 2025 AT THE NZME IHEART LOUNGE, 2
GRAHAM STREET, AUCKLAND CENTRAL AND ONLINE AT
VIRTUALMEETING.CO.NZ/NZM25
COMMENCING AT 2:00PM
This is an important document and requires your ATTENTION.
Your vote is VERY IMPORTANT. You are encouraged to either attend the Annual
Shareholders’ Meeting and vote, cast a postal vote, or appoint a proxy to attend and
vote at the Annual Shareholders’ Meeting on your behalf.
If you intend to cast a postal vote or appoint a proxy, please complete and return
your proxy form (or cast a postal vote or appoint a proxy online) as soon as possible
and in any event prior to 2:00pm (New Zealand time) on Sunday, 1 June 2025.
Your directors unanimously recommend you vote FOR all Ordinary
Resolutions.
1

1
See footnote 2 for the relevant abstention.

2
LETTER TO SHAREHOLDERS
16 May 2025
Dear Shareholder,
At the Annual Shareholders’ Meeting, shareholders will consider and vote on resolutions for the
appointment of directors to the NZME Board.
As you will be aware from NZME’s previous announcements, the NZME Board has been engaging with
shareholders regarding various director nominations and proposals to determine if there were any
options that would enable shareholders to vote on a potential NZME Board that would continue the
implementation of NZME’s current value enhancing initiatives, have greater capability in key skill areas
and minimise disruption to NZME’s business.
Director nominations for consideration by shareholders
Following the withdrawal of director nominations and shareholder proposals after the close of the
director nominations period on 5 May 2025 (further details of which are set out in Part A of the
Explanatory Notes to this Notice of Meeting), NZME has the following director nominations for
consideration by shareholders at the Annual Shareholders’ Meeting:
• Mr Steven Joyce, nominated by Mr Stephen Donoghue-Cox on 5 May 2025; and
• Mr James (Jim) Grenon, nominated by JTG 4 Limited (JTG) on 5 May 2025.
These nominations are fully supported by the NZME Board.
Intention of existing Directors
In addition to the director nominations, as previously announced by NZME:
• Barbara Chapman will retire as a Director and Chairman at the close of the Annual Shareholders’
Meeting; and
• Carol Campbell, who is the chair of the NZME Audit & Risk Committee, will remain as a Director
following the Annual Shareholders’ Meeting until such time as an equally suitable independent
director is identified by the NZME Board with the required financial skills and experience to
replace Mrs Campbell on the NZME Board and as chair of the NZME Audit & Risk Committee.
Mrs Campbell intends to retire as a Director effective upon the appointment of that new
independent director.
Sussan Turner, who is required under NZME’s constitution and the NZX Listing Rules to retire by
rotation at the Annual Shareholders’ Meeting, has also offered herself for re-election at the Annual
Shareholders’ Meeting (see Ordinary Resolution 2), which is fully supported by the NZME Board and the
director nominees.
Proposed new NZME Board
If Mr Joyce and Mr Grenon are appointed to the NZME Board at the Annual Shareholders’ Meeting and
Ms Turner is re-elected as a Director, after the Annual Shareholders’ Meeting the NZME Board would
comprise:
• Mr Steven Joyce;
• Mrs Carol Campbell;
• Ms Sussan Turner;
• Mr Guy Horrocks; and

3
•Mr James (Jim) Grenon.
If Mr Joyce is appointed as a Director at the Annual Shareholders’ Meeting, it is expected that Mr Joyce
would be appointed as Chairman. Mr Grenon has confirmed to the NZME Board that he supports the
appointment of Mr Joyce as Chairman.
In addition, it is proposed that after the Annual Shareholders’ Meeting, Mr Bowen Pan, a technology and
marketplace expert, will also be appointed as a Director by the NZME Board. Mr Pan’s considerable
expertise will greatly assist NZME’s focus on accelerating its digital transformation. A biography for Mr
Pan is included in Part C of the Explanatory Notes to this Notice of Meeting. The NZME Board, as well
as both Mr Joyce and Mr Grenon, support the appointment of Mr Pan as a Director after the Annual
Shareholders’ Meeting.
To continue the implementation of NZME’s areas of focus to drive success, it is also expected that the
new NZME Board would:
•appoint Mr Desmond (Des) Gittings as a member of the OneRoof Advisory Board; and
•establish an editorial board to assist and advise the editorial team. Mr Philip Crump would be
appointed as a member of that board, along with other members to be determined in due course.
The duration and any renewal of these two appointments will be at the discretion of the NZME Board.
The NZME Board considers that the proposed new NZME Board will place NZME in a strong position to
drive the business forward and deliver value to shareholders.
Ultimately it will be for shareholders to determine the composition of the NZME Board by voting on the
various resolutions at the Annual Shareholders’ Meeting.
The NZME Board remains fully committed to acting in the best interests of NZME, its shareholders and
continuing to grow a business which delivers value for all shareholders. The NZME Board believes that
the proposed new NZME Board, and the strategic focus of the proposed new NZME Board, achieves
this.
Your directors unanimously SUPPORT all Ordinary Resolutions and strongly recommend that
you vote FOR all Ordinary Resolutions.
2

Thank you for your continued support and engagement over the last two months.
Yours sincerely,
The Board of Directors of NZME Limited
Barbara Chapman
Chairman
Carol Campbell
Independent Director
Sussan Turner
Independent Director
Guy Horrocks
Independent Director
2
Sussan Turner has abstained from making a recommendation in respect of Ordinary Resolution 1 (Re-election of NZME Director:
Sussan Turner).

4
NZME NOTICE OF ANNUAL SHAREHOLDERS’
MEETING
Notice is hereby given that the 2025 Annual Shareholders’ Meeting of NZME Limited (NZME) will be
held at the NZME iHeart Lounge, 2 Graham Street, Auckland Central and online at
virtualmeeting.co.nz/nzm25 on Tuesday 3 June 2025 commencing at 2:00pm.
IMPORTANT DATES AND TIMES
Vote-eligibility date for voting entitlements for the Annual Shareholders’ Meeting:
Thursday, 29 May, 5:00pm
Latest time for receipt of proxy voting forms:
Sunday, 1 June, 2:00pm
Annual Shareholders’ Meeting:
Tuesday, 3 June, 2:00pm
All times are in New Zealand time.

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 NZME Director: Sussan Turner
That Sussan Turner, who retires by rotation and is eligible for re-election, be re-elected as a
Director of NZME Limited.
Please see Part D of the Explanatory Notes for further information.
Ordinary Resolution 2
Appointment of new NZME Director: Steven Joyce
That Steven Joyce be appointed as a Director of NZME Limited, with effect from conclusion of the
Annual Shareholders’ Meeting.
This resolution relates to a director nomination proposed by a shareholder, Mr Stephen
Donoghue-Cox, following NZME’s call for nomination of Directors on 31 March 2025. Please see
Parts A, B and D of the Explanatory Notes for further information.

5
Ordinary Resolution 3
Appointment of new NZME Director: James (Jim) Grenon
That James (Jim) Grenon be appointed as a Director of NZME Limited, with effect from
conclusion of the Annual Shareholders’ Meeting.
This resolution relates to a Director nomination proposed by a shareholder, JTG 4 Limited (JTG),
following NZME’s call for nomination of Directors on 31 March 2025. Please see Parts A, B and D
of the Explanatory Notes for further information.
Ordinary Resolution 4
Auditor’s remuneration
That the Directors of NZME Limited be authorised to fix the fees and expenses of the auditor for
the financial year ending 31 December 2025.
Please see Part D of the Explanatory Notes for further information.
4.General Business
To consider such other business that may be properly brought before the Annual Shareholders’
Meeting.
On behalf of the Board of Directors of NZME Limited
Barbara Chapman
Chairman
16 May 2025

6
EXPLANATORY NOTES
PART A: BACKGROUND
These Explanatory Notes contain:
• in this Part A, an overview of the various director nominations and the shareholder proposals
received by NZME;
• in Part B, the NZME Board’s assessment of the independence of Mr Steven Joyce, Mr James
(Jim) Grenon and Mr Bowen Pan;
• in Part C, the biography for proposed Director Mr Bowen Pan; and
• in Part D, information relating to the Ordinary Resolutions to be put to the Annual Shareholders’
Meeting.
1. Timeline of receipt of director nominations and shareholder proposals
On 31 March 2025, the NZME Board announced that it had changed the date of the Annual
Shareholders’ Meeting from 29 April 2025 to 3 June 2025 and, for the purposes of NZX Listing Rule
2.3.2, opened a new period for nomination of directors to be voted on at the Annual Shareholders’
Meeting, closing on 5 May 2025.
Prior to the close of the director nominations period, NZME received:
(a) on 1 May 2025, from Osmium Partners, LLC nominations for Mr Adam Hoydysh and Mr John
Lewis to be appointed as Directors of NZME. Osmium Partners, LLC is a shareholder and
substantial product holder of NZME.
3
Osmium Partners, LLC is a Limited Liability Company (LLC)
incorporated in the US State of Delaware with registration number 3556755 and is of 5 Ross
Avenue, San Anselmo, CA 94960, USA; and
(b) on 5 May 2025, from JTG 4 Limited (JTG):
(i) nominations for Mr Grenon, Mr Philip Crump, Mr Desmond (Des) Gittings and Mr Henri Eliot
(together the JTG Nominees) to be appointed as Directors of NZME; and
(ii) shareholder proposals in accordance with clause 31 of the First Schedule of NZME’s
constitution and clause 9 of Schedule 1 of the Companies Act 1993, proposing ordinary
resolutions to remove each of the existing Directors of NZME, as well as to remove any
person appointed as a Director of NZME by the NZME Board under clause 25.2 of NZME’s
constitution after 28 April 2025, and to appoint the JTG Nominees as Directors of NZME.
JTG is a shareholder of NZME. James Terrence Omer Grenon is the sole director and
shareholder of JTG, and, either directly or through JTG, is also a substantial product holder of
NZME.
4
Companies Office records as at the time of preparation of this Notice of Meeting
indicate that JTG is a New Zealand limited company with company number 7416716, and its

3
Osmium Partners, LLC submitted a substantial product holder (SPH) notice to NZME and NZX on 31 July 2024
(https://www.nzx.com/announcements/435392) disclosing its holding of 12,265,394 ordinary shares in NZME (6.570% of the
ordinary shares then in NZME on issue) as at 26 July 2024.
4
Mr Grenon submitted a substantial product holder (SPH) notice to NZME and NZX on 1 March 2025
(https://www.nzx.com/announcements/447691) disclosing his holding of 17,513,849 ordinary shares in NZME (9.321% of the
ordinary shares then in NZME on issue) as at 28 February 2025.
NZME has confirmed with its share registrar, MUFG Corporate Markets, that as at 7 May 2025, Mr Grenon holds 18,726,724
ordinary shares in NZME.

7
registered office is Level 4, Building A, BDO Centre, 4 Graham Street, Auckland 1010, New
Zealand;
(c) on 5 May 2025, from Mr Louis Joseph, a nomination for himself to be appointed as a Director of
NZME. Mr Joseph is a shareholder of NZME, holding 440,656 ordinary shares in NZME as at 5
May 2025; and
(d) on 5 May 2025, from Mr Stephen Donoghue-Cox, a nomination for Mr Steven Joyce to be
appointed as a Director of NZME. Mr Donoghue-Cox is a shareholder of NZME holding 73,000
ordinary shares as at 5 May 2025.
2. Withdrawal of director nominations and shareholder proposals
Following the receipt by NZME of the director nominations and shareholder proposals described above,
the NZME Board and members of NZME management engaged with key shareholders (including the
nominating shareholders) and the director nominees to determine if there were any options that would
enable shareholders to vote on a potential board solution that the NZME Board considered was in the
best interests of NZME.
After this engagement:
• the director nominations for Mr Hoydysh and Mr Lewis by Osmium Partners, LLC were withdrawn
by Osmium Partners, LLC on 8 May 2025;
• the director nominations for Mr Crump, Mr Gittings and Mr Elliot, together with all shareholder
proposals, including for the removal of each of the existing Directors and any person appointed as
a Director of NZME by the NZME Board under clause 25.2 of NZME’s constitution after 28 April
2025, were withdrawn by JTG on 9 May 2025; and
• the director nomination by Mr Joseph was withdrawn by Mr Joseph on 9 May 2025.
3. Engagement with other shareholders
The NZME Board has engaged with various shareholders to seek their feedback in relation to the
nominations and proposals described above, as well as the new NZME Board composition described in
the Letter to Shareholders.
The NZME Board also engaged shareholder engagement firm Sodali following receipt of the original
director nominations and shareholder proposals submitted by JTG in March 2025 to engage with and
seek feedback from institutional and retail shareholders to ensure it had canvassed views from a broad
spectrum of shareholders.
The NZME Board has not received statements in writing from any shareholders confirming their voting
intentions.
4. Timing of circulation of this Notice of Meeting to shareholders
Under recommendation 8.5 of the NZX Corporate Governance Code, it is recommended that a board of
an NZX listed issuer ensure a notice of annual meeting is posted on the issuer’s website at least 20
working days prior to the meeting. This Notice of Meeting has been released to shareholders 10 working
days prior to the Annual Shareholders’ Meeting given the closing date of director nominations for the
Annual Shareholders’ Meeting (which was set following the NZME Board’s decision to reschedule the
Annual Shareholders’ Meeting on 31 March 2025 to allow time to engage with shareholders on the
information relating to the director nominations and proposals then received by NZME).
5. Takeovers Panel section 32 meeting
On 4 April 2025, the Takeovers Panel (the Panel) announced that it had agreed to convene a meeting
under section 32(1) of the Takeovers Act 1993 on the basis that the Panel considered there was a
reasonable possibility that Mr Grenon, Caniwi Capital Partners Limited and Spheria Asset Management

8
Pty Limited were associates for the purposes of the Takeovers Code at the time that Mr Grenon
acquired 0.64% of the shares then on issue in NZME.
The Panel section 32(1) meeting was held on 28 April 2025, with the Panel’s decision being released on
7 May 2025.
5

The Panel found that Mr Grenon and Spheria Asset Management Pty Limited were not associates but
that Mr Grenon and Caniwi Capital Partners Limited were associates at the time that Mr Grenon
acquired the 0.64% of shares in NZME. As such, the Panel determined that it was satisfied that Mr
Grenon did not breach Rule 6(1)(a) of the Takeover Code. Accordingly, Mr Grenon and JTG may vote
all shares they hold in NZME at the Annual Shareholders’ Meeting.
PART B: ASSESSMENT OF INDEPENDENCE
Rule 2.1.1 of the NZX Listing Rules requires that at least two Directors must be Independent Directors.
Under Rules 2.6.1 and 2.6.2 of the NZX Listing Rules, the NZME Board is required to determine which
of its Directors are Independent Directors, having regard to the non-exhaustive factors described in the
NZX Corporate Governance Code that may impact director independence.
Rule 7.8.3 of the NZX Listing Rules requires that each notice of meeting to consider a resolution to
appoint, elect or re-elect a Director must include, amongst other things, the NZME Board’s view on
whether or not the candidate would qualify as an Independent Director.
Under the NZX Listing Rules, an Independent Director is a Director who is not an employee of the
NZME group and who has no “Disqualifying Relationship”. For these purposes, a “Disqualifying
Relationship” means any direct or indirect interest, position, association or relationship that could
reasonably influence, or could reasonably be perceived to influence, in a material way, the Director’s
capacity to:
(a) bring an independent view to decisions in relation to NZME, or
(b) act in the best interests of NZME, or
(c) represent the interests of NZME’s shareholders generally,
including having regard to the factors described in Table 2.4 of the NZX Corporate Governance Code
that may impact director independence.
In addition to the information received as part of his nomination, NZME has requested further
information from Mr Joyce to determine whether he would be an Independent Director or not if appointed
to the NZME Board. The NZME Board has requested the same information from Mr Pan given the
intention is that he will be appointed immediately following the Annual Shareholders’ Meeting. The
NZME Board has considered such information, and in reliance on the accuracy and completeness of
that information, determined whether each of Mr Joyce and Mr Pan is an Independent Director or not.
The same determination has been made in respect of Mr Grenon.
The NZME Board’s determination of independence is summarised in the following table.
Name of
Shareholder
Proposed
Director
NZME Board’s
view of
independence
NZME Board’s assessment
Mr James (Jim)
Grenon
Not an
Independent
Director
The NZME Board considers that, if Mr Grenon is appointed as a director
of NZME, he will not qualify as an Independent Director for the purposes
of the NZX Listing Rules.

5
https://www.takeovers.govt.nz/transactions/panel-determinations/nzme-limited-james-grenon.

9
Name of
Shareholder
Proposed
Director
NZME Board’s
view of
independence
NZME Board’s assessment
Mr Grenon, either directly or through his 100% ownership of JTG, is a
substantial product holder of NZME,
6
and accordingly the NZME Board
considers he has a “Disqualifying Relationship” under the NZX Listing
Rules and a factor in Table 2.4 of the NZX Corporate Governance Code
will apply.
Mr Grenon disclosed on 1 March 2025 that he held a relevant interest of
17,513,849 ordinary shares in NZME (9.321% of the ordinary shares in
NZME then on issue) as at 28 February 2025, and the JTG letter to
NZME on 5 May 2025 advised that Mr Grenon in his own right and
through his entity JTG holds 18,726,824 ordinary shares in aggregate in
NZME (9.97% of the ordinary shares in NZME then on issue).
Mr Steven Joyce Independent
Director
The NZME Board considers that, if Mr Joyce is appointed as a director
of NZME following the Annual Shareholders’ Meeting, he will qualify as
an Independent Director for the purposes of the NZX Listing Rules.
The NZME Board notes that Mr Joyce has over the period of four years
and ten months been a fortnightly contributing columnist to the NZ
Herald. In this role Mr Joyce acts as a contractor and is not an
employee or employed in an executive role of NZME. In addition, Mr
Joyce is an occasional commentator on Newstalk ZB, a radio station
operated by NZME.
The NZME Board considers that based on the information made
available to it, Mr Joyce does not have a “Disqualifying Relationship”
under the NZX Listing Rules. In making this determination, the NZME
Board considered the factors in Table 2.4 of the NZX Corporate
Governance Code. The NZME Board views the above business or
contractual relationship between Mr Joyce and NZME as not being a
material business or contractual relationship. However, even if such
relationship was material and accordingly the relevant factors in Table
2.4 of the NZX Corporate Governance Code were triggered, given the
nature of the services by Mr Joyce, in the NZME Board’s view, Mr Joyce
would not have a Disqualifying Relationship.
Mr Bowen Pan Independent
Director
The NZME Board considers that, if Mr Pan is appointed as a director of
NZME following the Annual Shareholders’ Meeting, he will qualify as an
Independent Director for the purposes of the NZX Listing Rules.
The NZME Board considers that based on the information made
available to it, Mr Pan does not have a “Disqualifying Relationship”
under the NZX Listing Rules and none of the factors in Table 2.4 of the
NZX Corporate Governance Code will apply.
In making such determination, the NZME Board considered that the
NZME Board was not made aware of any information which identified
that any of the factors in Table 2.4 of the NZX Corporate Governance
Code apply to Mr Pan.

PART C: BIOGRAPHY MR BOWEN PAN
The following information has been provided by Mr Pan to NZME for inclusion in the Notice of
Meeting.
Bowen Pan brings deep expertise in digital platforms, online marketplaces, and consumer product
strategy across global technology and media companies. He is the founder of Facebook Marketplace,
now used by over a billion people worldwide, and led teams behind high-growth digital services including
Facebook Gaming and Reels. At Stripe, he launched and scaled Stripe Apps and rebuilt the Stripe
Dashboard, enabling global e-commerce integrations used by millions of businesses. Most recently, he

6
See footnote 4 above.

10
served as VP of Product at Common Room, a customer intelligence platform for sales and marketing
teams serving clients such as Atlassian and Twilio.
Bowen’s early career included launching Treat Me at Trade Me, New Zealand’s largest e-commerce
platform, and working with startups in Asia and Europe across e-commerce and SaaS. As an advisor
and investor, he partners with companies and venture funds across New Zealand, Australia, and the US.
His global experience in building and scaling digital products makes him a valuable addition to NZME’s
Board, particularly as it expands its digital and marketplace offerings.
Bowen holds an MBA from Stanford Graduate School of Business as well as a Bachelor of Engineering
(Hons) and Bachelor of Property from the University of Auckland.

PART D: DETAILS OF ORDINARY RESOLUTIONS
Ordinary Resolution 1
Re-election of NZME Director: Sussan Turner
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.
Sussan Turner was last elected as a director of NZME by shareholders at NZME’s 2022 Annual
Shareholders’ Meeting held on 11 April 2022, and, being eligible, offers herself for re-election at the
meeting. Ms Turner has the full support of the NZME Board, and director nominees, Mr Joyce and Mr
Grenon.
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.
Independence
Having had regard to the factors described in the NZX Corporate Governance Code that may impact
director independence, in the NZME Board’s view, Sussan Turner qualifies as an Independent Director.
NZME Board Recommendation
As outlined in the Letter to Shareholders, your directors unanimously support the re-election of Ms
Turner as a director and strongly recommend that you vote FOR Ordinary Resolution 1.
7

Ordinary Resolution 2
Appointment of new NZME Director: Steven Joyce
NZME’s constitution requires that a person who is not disqualified under the Companies Act 1993 and, if
required by the NZX Listing Rules, has been nominated within the time limits under the NZX Listing
Rules, may be appointed as a director by an ordinary resolution of shareholders.
NZME called for nominations for Directors on 31 March 2025 in accordance with Rules 2.3.1 and 2.3.2
of the NZX Listing Rules.
Mr Stephen Donoghue-Cox submitted a nomination that Mr Joyce be appointed as a director of NZME,
with effect from conclusion of the Annual Shareholders’ Meeting.

7
See footnote 2 for the relevant abstention.

11
Biography
The following information has been provided by Mr Joyce to NZME for inclusion in the Notice of
Meeting.
An accomplished businessman and politician, Steven established and built RadioWorks NZ Ltd over
fourteen years, then served as the National Party’s campaign chair for five general elections and was a
New Zealand Government Minister for nine years. Over his time in government, he was responsible for
a string of portfolios, including Transport, Communications and Information Technology, Science and
Innovation, Finance, Infrastructure, Economic Development, and Tertiary Education, Skills and
Employment. This has given him an excellent understanding of the public sector and how it operates,
which complements his success at establishing and growing his own business. He currently runs his
own consultancy business, Joyce Advisory Ltd. He is an Independent Director of Winton Land Ltd, The
Icehouse Ltd, and Icehouse Ventures Ltd. He is also an independent board adviser to project
management firm RCP New Zealand Ltd.
Independence
For the purposes of the NZX Listing Rules, based on the information provided by Mr Joyce and relying
on its accuracy and completeness, in the NZME Board’s view, if Mr Joyce is appointed as a Director of
NZME, he will qualify as an Independent Director. Please see Part B of these Explanatory Notes for
further details.
NZME Board Recommendation
As outlined in the Letter to Shareholders, your Directors unanimously support the appointment of Mr
Joyce as a Director of NZME and strongly recommend that you vote FOR Ordinary Resolution 2.
Ordinary Resolution 3
Appointment of new NZME Director: James (Jim) Grenon
Nomination received
NZME’s constitution requires that a person who is not disqualified under the Companies Act 1993 and, if
required by the NZX Listing Rules, has been nominated within the time limits under the NZX Listing
Rules, may be appointed as a director by an ordinary resolution of shareholders.
NZME called for nominations for Directors on 31 March 2025 in accordance with Rules 2.3.1 and 2.3.2
of the NZX Listing Rules.
JTG has submitted a nomination that Mr Grenon be appointed as a director of NZME, with effect from
conclusion of the Annual Shareholders’ Meeting.
Biography
The following information has been provided by JTG to NZME for inclusion in the Notice of
Meeting.
Over the last two months I have authored two letters I originally expected I would be sending to
shareholders, as my initiative to spark a board refresh of NZME progressed. These ended up being
released to the market by NZME and sparked considerable discussion. That lead to compromise and
the currently proposed board. Happily, that means there is no reason for me to send the letters after all.
Instead, as a nominee now supported by NZME, all that is left is for me to just introduce myself and ask
for your vote.

I have significant experience in Canada, and to a lesser degree the United States, with organisational
growth, operational improvements and corporate turnarounds.

This followed training in both law and economics. I moved to New Zealand in 2012 from Calgary, Alberta
and have lived here since.

12

I have extensive experience as a director on public boards. This included Canadian Natural Resources
Limited (an oil and gas producer that is now one of Canada’s most valuable public companies) and
Foremost Income Trust (a manufacturer of sophisticated industrial equipment, currently earning
approximately $30 million Canadian per year on revenue of more than $200 million). In total I have over
60 “years” of experience on the boards of public companies or business trusts (a similar organisation, in
Canada). This is counting each year for each organisation when I was on the board. This covers a 25
year period for nine different organisations, of varying sizes and stages of development. These have
been listed on the Vancouver Stock Exchange, the Toronto Stock Exchange and The New York Stock
Exchange. I also have experience on many different board committees.

I am the founder (in 1995) and primary investor in the TOM Capital group of companies, in Calgary,
Canada (search for TOM Capital Management Inc., Calgary). TOM owns a portfolio of private
companies with varying focusses including manufacturing, biofuels development, cloud-based payment
systems, and real estate operations and development. I have previously been very involved in the
management of these but am now just an active shareholder. TOM Capital and I are well known in
Calgary.

I have not been involved in much business in New Zealand but have been living here and have come to
understand things that you wouldn’t if you did not. One business I did set up in NZ, in 2023, is a web-
based news service called Centrist. Working with Centrist provided relevant expertise with New Zealand
media operations and the transition to digital news. One of the things Centrist does is carefully follow
what the other NZ news organisations are doing so I have had a thorough immersion into the journalism
produced by NZME.

I believe it is important for the Herald to be a broad church. To ensure it is on course it needs to be able
to measure its articles for political leaning, overall. This is now much easier with AI. The same can be
said about measuring the quality of the journalism.

On the surface, it may seem that I don’t have a lot of directly relevant experience that will be helpful for
NZME. My response is that NZME is comprised of three different businesses (publishing, radio and an
internet based sales portal (One Roof), currently focussing on real estate). So I suggest it is very hard to
find any director that has extensive experience in all three of these businesses. On the other hand, all
these businesses have target markets of individual consumers. Therefore I, like many Kiwis interested in
news, entertainment and real estate, have had considerable exposure to both theirs and competitive
products/platforms. At this stage, with help from my team at TOM in Calgary, I have been examining the
public disclosure of NZME for almost a year so I also know what can be gleaned from that. If you look at
the letters I authored earlier in this effort I think you will see some worthwhile observations and I have
advanced from there with insights that will be useful information for the refreshed board.

The common denominator for the diverse enterprises I am involved with is I think it is a strength of mine
to quickly learn what is most important to be successful in that business. That inevitably includes
organising businesses to be cost effective producers of quality products. Some of that experience, as
the senior legal person in the TOM universe, is related to producing well researched and reasoned
printed material, not unlike long form journalism.

There will be new challenges with the NZME businesses but there will also be issues I have faced in
various iterations many times before. The overseas exposure is also an asset, I believe, to add to the
different perspectives at the board. The proposed new board has individuals that do have considerable
focussed industry expertise in areas where I do not. Such is the value of a strong team.

I think it is noteworthy that, many times in past I have acquired significant investments based only on
publicly available knowledge but they have almost always worked very well once I was in a position on
the inside. These calculated risks, based on some, but incomplete, knowledge and experience, are part
of private equity investing.

13
Independence
For the purposes of the NZX Listing Rules, based on the information provided by JTG and Mr Grenon
and relying on its accuracy and completeness, in the NZME Board’s view, if Mr Grenon is appointed as
a Director of NZME, he will not qualify as an Independent Director. Please see Part B of these
Explanatory Notes for further details.
NZME Board Recommendation
As outlined in the Letter to Shareholders, your Directors unanimously support the appointment of Mr
Grenon as a Director of NZME and strongly recommend that you vote FOR Ordinary Resolution 3.
Ordinary Resolution 4
Auditor’s remuneration
The current auditor of NZME, PricewaterhouseCoopers (PwC), 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 NZME Board to fix PricewaterhouseCoopers’ fees and
expenses for the 2025 financial year.

14
PROCEDURAL NOTES
Entitlement to Vote
The only persons entitled to vote at the Annual Shareholders’ Meeting are those shareholders whose
names are recorded in the share register of NZME on Thursday 29 May 2025 at 5:00pm. Only the
shares registered in those shareholders’ names at that time may be voted at the Annual Shareholders’
Meeting.
All resolutions to be considered at the Annual Shareholders’ 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.
Voting on all of the Ordinary Resolutions will be by way of poll, meaning that each shareholder of NZME
has one vote for each ordinary share in NZME held by that shareholder.
Online participation
To participate at the Annual Shareholders’ Meeting online use the following link to NZME’s share
registrar’s virtual meeting platform: http://www.virtualmeeting.co.nz/nzm25.
Shareholders attending and participating in the Annual Shareholders’ Meeting virtually via the online
platform will be able to vote and ask questions during the Annual Shareholders’ 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 Annual Shareholders’ Meeting (including how to
vote and ask questions virtually during the Annual Shareholders’ Meeting) is available in the Virtual
Annual Meeting Online Portal Guide, which is available at:
https://mail.cm.mpms.mufg.com/generic/docs/OnlinePortalGuide.pdf.
Voting and Proxies
Your right to vote may be exercised by:
(a) attending the Annual Shareholders’ 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.
Alternatively, you can submit your vote or appoint a proxy online at
https://vote.cm.mpms.mufg.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 MUFG Corporate Markets, or
your online appointment or vote completed, no later than 2:00pm on Sunday, 1 June 2025, 48 hours
before the Annual Shareholders’ Meeting. Postal vote/Proxy forms received after this time will not be
valid for the Annual Shareholders’ Meeting.

15
If attending in person, please bring the enclosed form to the Annual Shareholders’ Meeting. The barcode
is required for registration.
Voting restrictions
No voting restrictions (in terms of Rule 6.3 of the NZX Listing Rules) apply to the Ordinary Resolutions.
Persons other than NZME shareholders or duly appointed proxies
Except with the permission of the NZME Board, persons other than shareholders or duly appointed
proxies (such as media) are not entitled to attend, and will not be permitted entry, to the Annual
Shareholders’ Meeting.
Recording devices
Recording devices are not permitted to be brought or used in the Annual Shareholders’ Meeting.
Questions
Shareholders attending the Annual Shareholders’ Meeting or participating virtually will have the
opportunity to ask questions during the Annual Shareholders’ Meeting. If you cannot attend the Annual
Shareholders’ Meeting but would like to ask a question, you may submit a question online at
https://vote.cm.mpms.mufg.com/NZM or send your question in advance to legal@nzme.co.nz.
Questions must be submitted by 2:00pm on Sunday, 1 June, 48 hours before the Annual Shareholders’
Meeting.
Counting of votes
NZME’s share registrar, MUFG Corporate Markets, has been authorised by the NZME Board to receive
and count postal votes at the Annual Shareholders’ Meeting. It is not anticipated that the result of the
counting of votes will be available until following the Annual Shareholders’ Meeting.
Times
All times set out above are in New Zealand time.
More information
If you have any questions, or require any further information, please contact any of the following below:
Phone (New Zealand, Australia & International): (+64) 9 375 5998
Email: meetings.nz@cm.mpms.mufg.com

---

LODGE YOUR PROXY
Online:
vote.cm.mpms.mufg.com/NZM

Deliver:
MUFG Corporate Markets
Level 30, PwC Tower,
15 Customs Street West,
Auckland 1010
New Zealand
Scan & email:
meetings.nz@cm.mpms.mufg.com

Mail:
Use the enclosed reply paid
envelope or address to:
MUFG Corporate Markets
PO Box 91976
Auckland 1142, New Zealand
Scan this QR code with your smartphone and vote online


General Enquiries
+64 9 375 5998 | enquiries.nz@cm.mpms.mufg.com

PROXY FORM/ADMISSION CARD FOR NZME LIMITED 2025 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 MUFG
Corporate Markets Virtual Meeting platform at www.virtualmeeting.co.nz/nzm25 on Tuesday, 3 June 2025, commencing at 2:00pm (New Zealand time). If
you will be attending online, you will require your CSN/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 MUFG Corporate Markets no later than 2:00pm on Sunday, 1 June 2025. Alternatively, proxy appointment or postal
voting can be completed online by going to vote.cm.mpms.mufg.com/NZM or by scanning the QR code above with your smartphone. Any Postal Vote/Proxy
Form received or completed online after 2:00pm on Sunday, 1 June 2025 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 postal 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 Annual Shareholders’ 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 Annual Shareholders’ Meeting is willing to act as proxy for any shareholder who
appoints her for that purpose. If you appoint the Chair of the Annual Shareholders’ Meeting as proxy, but do not direct the Chair how to vote on a resolution,
then the Chair of the Annual Shareholders’ Meeting will vote your shares in favour of (“For”) resolutions 1 to 4. 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 Annual Shareholders’ Meeting, the Chair of the
Annual Shareholders’ 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 Annual Shareholders’ Meeting
If you wish to vote in person, you should attend the Annual Shareholders’ Meeting. Please bring this form with you to the Annual Shareholders’ 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 MUFG Corporate Markets) and a signed
certificate of non-revocation of the power of attorney must be returned to MUFG Corporate Markets.
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.cm.mpms.mufg.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 resolutions 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 Tuesday, 3 June 2025 commencing
at 2:00pm (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 Annual Shareholders’ 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/nzm25 will
have the opportunity to ask questions during the Annual Shareholders’ Meeting. If you cannot attend but would like to ask a question, you can submit
a question online by going to vote.cm.mpms.mufg.com/NZM and completing the online validation process or complete the question section below
and return to MUFG Corporate Markets. Questions will need to be submitted by 2:00pm on Sunday, 1 June 2025. The Board will address and answer
questions during the Annual Shareholders’ 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 Sussan Turner, who retires by rotation and is eligible for re-election, be re-elected
as a Director of NZME Limited.

   
2. That Steven Joyce be appointed as a Director of NZME Limited, with effect from
conclusion of the Annual Shareholders’ Meeting.

   
3.
That James (Jim) Grenon be appointed as a Director of NZME Limited, with effect from
conclusion of the Annual Shareholders’ Meeting.

   
4. That the Directors of NZME Limited be authorised to fix the fees and expenses of the
auditor for the financial year ending 31 December 2025.

   
Question: