NZME Limited/Announcement
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NZME Full Year Results to 31 December 2025

Full Year Results23 February 2026NZMCommunication Services

NZME 2025 Full Year Results
Please refer to the following documents in relation to the NZME Full Year Results to 31 December

2025:


1. NZME 2025 Full Year Results NZX Form

2. NZME 2025 Full Year Results Announcement

3. NZME 2025 Full Year Results Investor Presentation

4. NZME 2025 Annual Report and Consolidated Financial Statements

5. Distribution Notice - NZX Form

6. ASX Compliance Letter


ENDS


Authorised by Michael Boggs, Chief Executive Officer.

For further information:


For media For investors

Kelly Gunn

GM Communications

+64 27 213 5625

kelly.gunn@nzme.co.nz

Jo Hempstead

Chief Financial Officer

Jo.hempstead@nzme.co.nz


MARKET ANNOUNCEMENT

24 February 2026

FOR IMMEDIATE RELEASE

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

1

---

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)





Results for announcement to the market

Name of issuer NZME Limited

Reporting Period 12 months to 31 December 2025

Previous Reporting Period 12 months to 31 December 2024

Currency NZD

Amount (NZ$000s) Percentage change

Revenue from continuing

operations

$345,550


(1.4%)

Total Revenue $345,550 (1.4%)

Net profit/(loss) from

continuing operations

$13,087 182%

Total net profit/(loss) $13,087 182%

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.06000000

Imputed amount per Quoted

Equity Security

$ 0.02333333

Record Date 06 March 2026

Dividend Payment Date 18 March 2026

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$(0.11) $(0.12)

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Refer to attached 2025 Annual Report and the 2025 Full Year

Results Presentation for full commentary on results.

Authority for this announcement

Name of person authorised

to make this announcement

Michael Boggs, CEO

Contact person for this

announcement

Jo Hempstead, Chief Financial Officer

Contact phone number 021 244 5898

Contact email address jo.hempstead@nzme.co.nz

Date of release through MAP 24 February 2026


Audited financial statements accompany this announcement.

---

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

1

NEW ZEALAND MEDIA AND ENTERTAINMENT

MARKET ANNOUNCEMENT


24 February 2026




NZME Limited 2025 Full Year Financial Results


AUCKLAND, 24 February 2026: NZME Limited (NZX and ASX: NZM) (NZME) ) has announced its

financial results for the full year ended 31 December 2025 reporting Operating Earnings Before Interest,

Tax, Depreciation and Amortisation (EBITDA)

1

of $62.3 million, up from $54.2 million the year prior, or

15%.


The company reported a Statutory Net Profit After Tax of $13.1 million. Operating Revenue

1

for the year

was $345.1 million, down from the year prior due to the closure of community publications in December

2024. Normalised operating revenue growth was 1%. The company’s Operating Expenses

1

were 4%

lower than the year prior, in part reflecting the savings initiatives implemented early in 2025.


NZME’s Operating NPAT

1

for 2025 was $17.7 million, resulting in operating earnings per share

1

of 9.4

cents, compared with 6.5 cents in 2024.


Michael Boggs, NZME Chief Executive Officer, says the strong performance reflects a huge amount of

hard work from NZME teams up and down the country, helped by easing inflation and improving business

and consumer confidence.


"I am proud to deliver these results today on behalf of our team of 1,100 who have worked so hard

through several challenging years. We’ve remained focused on our digital-first strategy, continuing to

innovate and adapt to changing audience and client needs, we’ve reduced our costs, and we’ve simplified

our structure to allow us to operate at pace, placing specialist support services under each of our three

main business divisions," he says.


Steven Joyce, NZME Board Chair says: “2025 provided a challenging economic climate for many New

Zealand businesses and NZME was no exception. It’s pleasing to be able to report an improved profit

performance to shareholders, despite that challenging backdrop.”


Key divisional highlights


• OneRoof turned in a solid performance with continued digital listings revenue growth – up 18% from

the prior year, helping drive a 32% improvement in EBITDA. Other digital revenue from the property

platform grew 22%.

• The company’s Audio division had a strong performance, with profitability up 23%, driven by

improved overall revenue growth of 5%, including digital audio revenue growth of 10%. Audio also

showed positive signs heading into 2026, with year on year revenue share

2

increasing from

September to December 2025.

• The Publishing division saw growth of 3% in digital subscription revenue, and the number of digital

subscribers grew 10% to 166,000. Pleasingly, total subscriptions grew 3% year on year from 236,000

to 243,000. The division also delivered improved profitability, with a 31% growth in digital publishing

Operating EBITDA

1

.


Capital management


NZME distributed $16.9 million to shareholders over the past year comprising of $11.3 million in a 2024

final dividend payout of 6.0 cents per share and $5.6 million through a 2025 interim dividend of 3.0 cents

per share.


Net debt has reduced by $8.6 million to $15.5 million which is below NZME’s target leverage ratio range,

highlighting the strong balance sheet capacity to support shareholder returns.

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

A final dividend of 6.0 cents per share has been declared and will be payable on 18 March 2026 which

brings total dividends to 9.0 cents per share for the year, consistent with 2024. This fits within the

company’s dividend policy of paying dividends between 50 and 80% of free cash flow, with a total payout

ratio of 67%. It also reflects confidence in the business and NZME’s commitment to returning value to

shareholders.


Outlook


Boggs says NZME is cautiously optimistic heading into 2026.


“NZME is well positioned to benefit from an economic upturn and we’re focused on delivering top line

revenue growth in 2026. We’re seeing encouraging signs of recovery with advertising revenues for the

first quarter on track to deliver an estimated 3% growth year on year. It’s pleasing to see activity levels

and market sentiment continuing to improve, and we’re anticipating a gradual recovery as inflationary

pressures and global economic uncertainty linger.


“The company completed a number of savings initiatives in 2025 to deliver annualised cost savings of

$12 million that will be fully realised in 2026. This will result in a further improvement in costs of $3 million

in 2026, whilst we continue to proactively manage costs,” he says.


OneRoof remains a priority focus by accelerating its expansion across the country while improving

audience experience and marketing performance across all our platforms. This is expected to deliver

improved profitability in the short term and significant value creation in the medium term.


Joyce says: “We have entered 2026 with a strong balance sheet, diversified revenue streams and strong

market positions across Audio, Publishing and OneRoof, providing a solid foundation for future growth.

The renewed momentum and focus we have built through 2025 positions us strongly for 2026 and

beyond.


“We are committed to advancing our market position and returns to shareholders through continual

innovation, deeper audience engagement and enhanced advertiser value,” says Joyce.


The full set of NZME’s 2025 Full Year Financial Results materials can be found here.



ENDS


Authorised by Michael Boggs, Chief Executive Officer


For further information please contact:


For media


For investors

Kelly Gunn

GM Communications

+64 27 213 5625

kelly.gunn@nzme.co.nz

Jo Hempstead

Chief Financial Officer

+64 21 244 5898

jo.hempstead@nzme.co.nz


Sources:


1. Operating results presented are non-GAAP measures that include the impact of NZ IFRS 16, however exclude non-

recurring expenses to allow for a like for like comparison between 2024 and 2025 financial years. Please refer to

pages 41-42 of the NZME 2025 Full Year Results presentation for a detailed reconciliation.

2. RBA Monthly Radio Market Report last 12 months to December 2025 (radio and digital revenue share between

NZME and Mediaworks).

---

1
For the year ended 31 December 2025

NZME full year results.

2
2

Agenda.

Key highlights3

Results summary4

Trading environment and market performance6

2025 full year financial results8

Divisional performance15

Outlook37

Q&A39

Supplementary information40

3
3

Key highlights.

Disciplined governance and financial management

•Strong cost management with ongoing targeted savings focus.

•Balance sheet capacity to support shareholder returns.

•Transformed governance structure bringing enhanced expertise in key

areas and a renewed strategic focus.

3

Strategic innovation & investment

•Strengthened OneRoof product and engineering capability to deliver

enhanced user experiences across web and mobile.

•Launch of Herald Now, live-streaming news to meet growing audience

preference for video-based news consumption.

•iHeartCountry NZ radio launched across Auckland and six other markets to

fill a clear gap in the New Zealand market.

2

Strength of performance from our core

•Radio resurgence after a sluggish couple of years.

•Underlying Print publishing performance bucks the trend.

•OneRoof digital listings revenue growth continues.

1

4
4

Operating EBITDA 15% higher than last year.

•Lower total operating revenue due to the closure of

community publications in December 2024, with

normalised revenue growth of 1%.

•Operating expenses 4% lower than last year

reflecting savings initiatives early in the financial year.

•Statutory net profit after tax of $13.1 million. 2024

included a $24 million non-cash impairment of

intangible assets.

•Free cash flow was $25.4 million and $14.1 million

better than 2024, as a result of improved operating

earnings and lower tax payments.

•Net debt of $15.5 million represents 0.3 times EBITDA.

1.Operating results presented are non-GAAP measures that include the impact of NZ IFRS 16, however exclude non-recurring expenses to allow for a like for like comparison between 2024 and 2025 financial years.

Please refer to pages 41-42 of this results presentation for a detailed reconciliation.

2.Operating revenue shown includes other income. 2024 operating revenue includes $6.9 million of advertising revenue generated from community publications that were closed in December 2024. References

made in this presentation to adjusted or normalised operating revenue exclude this amount to allow for a like for like comparison between 2024 and 2025 financial years.

Results summary.

For the full year ended 31 December 2025

$62.3m

Operating EBITDA

1

2024 $54.2m

6.0cps

Final dividend

Payable on

18 Mar 2026

$345.1m

Operating revenue

1,2

2024 $350.2m

$13.1m

Statutory NPAT

2024 ($16.0m) loss

9.4cps

Operating EPS

1

2024 6.5cps

$25.4m

Free cash flow

2024 $11.3m

$15.5m

Net debt

2024 $24.1m

$17.7m

Operating NPAT

1

2024 $12.1m

5
5

Improved performance across OneRoof, Audio and

Publishing underpin a 15% EBITDA increase.

•Audio revenue growth of 5% the primary driver for

improved EBITDA, along with strong cost control.

•Cost savings from a reshaped newsroom, plus

reduced low margin third party activity has

delivered Digital publishing margin gains of +5%.

•OneRoof digital revenues grew by 19%, somewhat

offset by 17% print revenue decline.

Operating EBITDA by division.

For the full year ended 31 December 2025

$ million

20252024% change

1

OneRoof3.6 2.7 32%

Audio26.9 21.9 23%

Digital publishing14.7 11.2 31%

Print publishing22.9 23.3 (2%)

Total publishing37.634.59%

Corporate and other(5.8) (5.0) (15%)

Operating EBITDA

(incl. NZ IFRS16)

2

62.3 54.2 15%

1.Favourable variances are displayed as positive figures and unfavourable variances are displayed as negative (in brackets) figures.

2.Operating EBITDA is a non-GAAP measure and excludes non-recurring expenses.

6
6

Signs of gradual recovery underway late in 2025,

with easing inflation and improving confidence.

1.ANZ Business Confidence and ANZ-Roy Morgan Consumer Confidence surveys.

2.Westpac Bank forecasts.

Confidence continues to strengthen, though global uncertainty and

domestic cost pressures may temper growth into 2026.

Variances in forecasts from the start of the year compared with the end

of the year illustrate the volatility throughout 2025 and into 2026.

(60.0)

(40.0)

(20.0)

-

20.0

40.0

60.0

80.0

Jan-23

Feb-23

Mar-23

Apr-23

May-23

Jun-23

Jul-23

Aug-23

Sep-23

Oct-23

Nov-23

Dec-23

Jan-24

Feb-24

Mar-24

Apr-24

May-24

Jun-24

Jul-24

Aug-24

Sep-24

Oct-24

Nov-24

Dec-24

Jan-25

Feb-25

Mar-25

Apr-25

May-25

Jun-25

Jul-25

Aug-25

Sep-25

Oct-25

Nov-25

Dec-25

Jan-26

Business confidenceConsumer confidence

Business and Consumer Confidence

1

-

1.0%

2.0%

3.0%

4.0%

Dec-24Mar-25Jun-25Sep-25Dec-25Mar-26Jun-26Sep-26Dec-26

ActualFeb-26 forecastNov-25 forecastFeb-25 forecast

Consumers price index (CPI)

2

(2.0%)

-

2.0%

4.0%

6.0%

8.0%

10.0%

Dec-24Mar-25Jun-25Sep-25Dec-25Mar-26Jun-26Sep-26Dec-26

ActualFeb-26 forecastNov-25 forecastFeb-25 forecast

REINZ house price index (HPI)

2

7
7

Publishing

Audio

NZME reaches 9 out of 10 Kiwis

1

1.NZME Reach Study n=1,001 nationally representative June 2025 (unduplicated audience across NZME print, digital, radio & podcasts).

2.Nielsen CMI Q4 24 – Q3 25 Nov 25 Fused AP15+ (Publishing Print = weekly print excluding Real Estate. OneRoof Print = Real Estate sections).

3.Nielsen Online Ratings December 2025 (desktop and domestic traffic only, does not include exclusive mobile app audience).

4.GfK Comm RAM, S3/25, Total NZ, Cume, M-S 12mn-12mn, AP10+ (unless otherwise stated).

5.NZ Triton Webcast Metrics Jan-Dec 2025, average monthly reach (NZ based listening).

Strong audiences across digital and traditional

platforms.

OneRoof

+18%

OneRoof digital

listing revenue

+22%

OneRoof other

digital revenue

Print audience

311,000

2

Digital audience

660,000

3

+10%

Digital audio

revenue

+3%

Podcast

revenue

Radio audience

1,713,200

4

Digital audience

1,048,000

5

+3%

Digital subscription

revenue

-7%

Digital advertising

revenue

Print audience

1,235,000

2

Digital audience

1,841,000

3

Note: The decline in digital advertising revenue was driven by a

reduction in programmatic revenue and a deliberate reduction

in digital performance marketing revenue through low-margin

third-party channels.

Some audiences may be duplicated across platforms.

8
8

2025 full year

financial results.

9
9

Improved operating performance despite the

impact of a stuttering economy.

•Operating revenue grew by 1% after normalising

for closed Communities publications.

•Operating expenses reduced by 4% and

contributed to strong EBITDA improvement.

•Depreciation and amortisation expenses increased

as the proportion of capital spend continues to shift

toward shorter life technology related investment.

•Operating NPAT of $17.7 million for the year was

an increase of $5.6 million on 2024; a positive

improvement in challenging market conditions.

1.Operating results presented are non-GAAP measures that include the impact of NZ IFRS 16, however exclude non-recurring expenses to allow for a like for like

comparison between 2024 and 2025 financial years. Please refer to pages 41-42 of this results presentation for a detailed reconciliation.

2.Favourable variances are displayed as positive figures and unfavourable variances are displayed as negative (in brackets) figures.

Operating results

1

.

For the full year ended 31 December 2025

$ million

20252024% change

2

Reader revenue78.2 80.9 (3%)

Revenue from closed community publications-6.9 (100%)

Advertising revenue (excl. closed communities)244.7 241.3 1%

Other revenue18.3 16.8 9%

Operating revenue341.3 345.9 (1%)

Other income3.8 4.3 (11%)

Operating revenue and other income345.1 350.2 (1%)

Operating revenue (excl. closed communities)345.1 343.3 1%

Operating expenses(282.8) (296.0) 4%

Operating EBITDA62.3 54.2 15%

Depreciation and amortisation on owned assets(18.7) (17.7) (6%)

Depreciation on leased assets(12.2) (12.2) -

Interest income0.4 0.4 -

Finance cost(6.7) (7.8) 15%

Operating NPBT25.1 16.8 49%

Taxation expense(7.4) (4.8) (55%)

Operating NPAT17.712.1 46%

Operating earnings per share (cents)9.46.5 45%

10
10

Operating revenue is above a normalised 2024,

adjusting for the closure of community

publications.

•OneRoof digital revenue growth maintained,

although continuing to be constrained by a slower

real estate market and a reduction in OneRoof print

revenues.

•Audio advertising revenue grew 5%, with strong

gains through the second half of 2025.

•Digital programmatic advertising revenue was

particularly impacted by weaker market conditions.

•Decreased digital performance marketing revenue

resulted from a deliberate reduction in activity

given the usage of low-margin third-party channels.

•Core digital and print advertising revenues were at

similar levels to 2024.

•Total reader revenue declined 3%, with reduced

print subscriber revenue outpacing a 3% increase

in digital subscriber revenue. Print subscriber

volumes reduced by 9%, offset with 5% yield gains.

Operating revenue

1

movements.

For the full year ended 31 December 2025

350.2

(6.9)

343.3

3.0

(1.8)

1.1

4.6

(2.0)

(1.4)

(0.5)

0.7

(3.4)

1.3

0.1 345.1

$ million

1.Operating results presented are non-GAAP measures that include the impact of NZ IFRS 16, however exclude non-recurring expenses to allow for a like for like

comparison between 2024 and 2025 financial years. Please refer to pages 41-42 of this results presentation for a detailed reconciliation.

11
11

Total operating expenses reduced by $13 million

from targeted savings initiatives and the impact of

closed community publications.

•Lower people expenses from the savings initiatives

implemented early in the year.

•Print and distribution expenses were down by 9%

and reflect the impact of closed community

publications and decreases in overall print

volumes.

•Increased agency commission expenses were the

main reason for selling and marketing increases.

•Reduced third party fulfilment expenses reflect the

decrease in performance marketing revenue.

•Non-recurring expenses include restructuring costs

incurred as part of the $12 million of annualised

savings initiatives.

1.Favourable variances are displayed as positive figures and unfavourable variances are displayed as negative (in brackets) figures.

Expenses.

For the full year ended 31 December 2025

$ million

20252024% change

1

People

140.1 145.7 4%

Print and distribution

47.2 51.8 9%

Selling and marketing

40.2 39.3 (2%)

Content

20.4 21.2 4%

Property

7.6 7.5 (2%)

Third party fulfilment

3.0 4.7 36%

Technology and communications

11.5 11.8 3%

Other expenses

12.8 13.9 8%

Total operating expenses

282.8 296.0 4%

Total non-recurring expenses

6.5 4.5 (45%)

12
12

Net debt of $15.5m is below the target leverage

range of 0.5 – 1.0 times EBITDA (pre NZ IFRS 16).


•Net working capital excluding cash is $5.1 million

lower than December 2024 primarily due to a tax

payable position that was a tax receivable last year,

as well as lower trade receivables and inventories.

•Net debt reduced by $8.6 million to $15.5 million,

with improved operating earnings the largest

contributor, along with lower tax payments and

capital expenditure, offset somewhat by higher

non-recurring expenses.

1.Net debt / 12-month operating EBITDA (pre NZ IFRS 16). EBITDA is a non-GAAP measure and excludes non-recurring expenses.

Balance sheet.

As at 31 December 2025

$ million

31 December

2025

31 December

2024

Trade and other receivables

40.1 41.5

Inventories

1.6 2.5

Trade and other payables

(43.8) (44.7)

Current tax receivable / (payable)

(1.2) 2.5

Net working capital excluding cash

(3.3) 1.8

Property, plant and equipment, intangibles and

other non-current assets

127.9 137.1

Right-of-use assets (NZ IFRS16)

49.0

54.7

Lease liabilities (NZ IFRS16)

(71.7) (79.8)

Finance lease receivable (NZ IFRS16)

3.3 3.6

Net debt

(15.5) (24.1)

Deferred tax

8.1

8.1

Net assets

97.9 101.3

Leverage ratio

1

0.3 0.7

13
13

Improved free cash flow reflects the positive

earnings performance.

•Cash flow from operations of $50.4 million was

$12.5 million higher than 2024, with improved

operating earnings and lower tax paid, partly offset

by higher non-recurring expenses.

•The ‘other’ movement in cash flow from operations

for 2024 relates to a tax obligation arising on the

issue of shares under a long-term incentive.

•Capital expenditure was lower for 2025, with 2024

including accelerated digital product development

activity.

•Distributions to shareholders were similar to 2024

with a consistent dividend maintained.

1.Operating results presented are non-GAAP measures that include the impact of NZ IFRS 16, however exclude non-recurring expenses to allow for a like for like

comparison between 2024 and 2025 financial years. Please refer to pages 41-42 of this results presentation for a detailed reconciliation.

Cash flows.

For the full year ended 31 December 2025

$ million

20252024

Operating EBITDA

1

62.3 54.2

Interest paid on bank facilities(2.1) (2.7)

Interest received on leases0.2 0.2

Interest paid on leases(4.2) (4.6)

Non-recurring expenses(6.4) (4.3)

Tax paid(1.9) (5.2)

Working capital movement (excluding tax)1.71.7

Other (non-cash)0.6 (1.4)

Cash flow from operations50.4 37.9

Capital expenditure(10.7) (12.7)

Lease principal repayment(14.3) (13.8)

Free cash flow25.4 11.3

Purchase of OneRoof shares(0.4) (0.4)

Third party loan repayment0.7 -

Dividends paid(16.9) (16.8)

Cash movement in net debt8.8 (5.9)

Other movements (0.2) (0.2)

Movement in net debt8.6 (6.1)

14
14

Net debt finished the year $8.6 million lower

than December 2024.

•Leverage ratio of 0.3 is below the target range

of 0.5 to 1.0 times EBITDA


(pre NZ IFRS 16)

1

.

•Fully imputed final dividend of 6.0 cents per

share has been declared and is payable on 18

March 2026.

•Dividends declared for 2025 of 9.0 cents per

share ($16.9 million) represent 67% of free

cash flow ($25.4 million), in accordance with

the policy below.

1.Operating results presented are non-GAAP measures that include the impact of NZ IFRS 16, however exclude non-recurring expenses to allow for a like for like

comparison between 2024 and 2025 financial years. Please refer to pages 41-42 of this results presentation for a detailed reconciliation.

Capital management.

For the full year ended 31 December 2025

31 December

2025

31 December

2024

12-months operating EBITDA (pre NZ IFRS 16)

1

($ million)

44.6 36.5

12-months interest expense ($ million)

2.12.8

Net interest cover

(Operating EBITDA (pre NZ IFRS 16)

1

/ interest expense)

21.2 13.0

Net debt ($ million)

15.524.1

Leverage ratio

(Net debt / 12-month operating EBITDA (pre NZ IFRS 16)

1

)

0.30.7

Dividend Policy

NZME intends to pay dividends of 50-80% of free cash flow subject

to being within its target leverage ratio and having regard to

NZME's capital requirements, operating performance and financial

position.

Target leverage ratio of 0.5 - 1.0 times rolling 12-month EBITDA

(pre NZ IFRS16)

1

.

Full dividend policy is available at www.nzme.co.nz/investor-

relations/dividends/

$17.5m

$31.6m

$18.0m

$30.0m

$24.1m

$33.3m

$15.5m

0.4

0.8

0.5

0.8

0.7

0.9

0.3

Dec-22Jun-23Dec-23Jun-24Dec-24Jun-25Dec-25

Net debt and leverage

Net debt / (Cash) $mLeverage ratio

15
15

Divisional

performance.

16
16

Your essential property platform.

OneRoof.

17
17

cc

1.REINZ and Tony Alexander, an independent NZ economist.

2.NZME analysis.

3.Revenue impact

OneRoof digital growth continues.

19% growth in OneRoof residential listings revenue compared with +3% REINZ market listings movement.

+3% YOY+7% YOY

3

+10% YOY

3

c

-

20

40

60

80

100

120

140

160

180

2007200820092010201120122013201420152016201720182019202020212022202320242025

New market listings (000s)

1

2007-2025 average

-

10%

20%

30%

40%

50%

AucklandRest of NZ

202320242025

OneRoof residential listings upgrades

2

-

100

200

300

400

500

600

AucklandRest of NZ

202320242025

OneRoof average yield ($)

2

18
18

Continued digital revenue growth, up 19% on last

year, more than offsetting print revenues, and

driving 32% EBITDA improvement.

•Increased upgrade conversion rates and higher

yields delivered the strong digital revenue growth.

•Lower print revenues impacted by reduced

advertising through the channel, which tends to

skew toward higher-value properties.

•People expenses were up 10%, reflecting

investment in sales capability outside Auckland.

•Print and distribution expenses were down 6%,

directly related to lower print revenues.

•Lower selling and marketing expenses and content

costs offset other increases across property,

technology and communications.

1.Favourable variances are displayed as positive figures and unfavourable variances are displayed as negative (in brackets) figures.

2.Operating EBITDA is a non-GAAP measure and excludes non-recurring expenses.

OneRoof financial results.

For the full year ended 31 December 2025

$ million

20252024% change

1

Digital19.2 16.2 19%

Print8.8 10.6 (17%)

Other0.4 0.4 -

Operating revenue28.5 27.2 5%

People(8.9) (8.1) (10%)

Print and distribution(5.2) (5.6) 6%

Selling and marketing(6.9) (7.2) 4%

Content(1.9) (2.1) 11%

Other expenses(2.0) (1.6) (26%)

Operating expenses(24.8) (24.4) (2%)

Operating EBITDA (incl. NZ IFRS16)

2

3.6 2.7 32%

NZ IFRS16 adjustment(1.0) (0.8) (26%)

Operating EBITDA (pre NZ IFRS16)

2

2.6 2.0 35%

Operating EBITDA

2

margin (pre NZ IFRS16)9% 7% 2 ppt

19
19

-

200

400

600

800

1,000

1,200

Dec-22

Jan-23

Feb-23

Mar-23

Apr-23

May-23

Jun-23

Jul-23

Aug-23

Sep-23

Oct-23

Nov-23

Dec-23

Jan-24

Feb-24

Mar-24

Apr-24

May-24

Jun-24

Jul-24

Aug-24

Sep-24

Oct-24

Nov-24

Dec-24

Jan-25

Feb-25

Mar-25

Apr-25

May-25

Jun-25

Jul-25

Aug-25

Sep-25

Oct-25

Nov-25

Dec-25

Enquiries trend

Audience (000s)

Online audience and enquiries

OneRoof audienceTrade Me Property audienceOneRoof enquiries

Source: Nielsen Online Ratings December 2022 – December 2025 (desktop, mobile web and domestic traffic only, does not include exclusive mobile app audience)

*December 2023 is taken from Nielsen CMI December fused due to no competitor figures reported in Online Ratings for December 2023.

OneRoof audience and enquiries.

Consistent enquiries growth driving quality lead generation for agents and vendors.

•Marketing in the second

half of 2025 was

refocussed on delivering

enquiries to agents,

rather than an overall

total audience.

•This has been effective

at delivering, but at the

cost of total audience.

•2026 initiatives are

focused on delivering

continued enquiries

growth , as well as

audience growth

through enhanced user

experiences via product

improvements.

* Trade Me Property’s annual “Hunt for

the Hundy” promotion drives periodic,

albeit temporary, audience uplift.

20
20

1.Nielsen Online Ratings Jan 2023 – Dec 2025 monthly average of the last quarter of each period (desktop, mobile web and domestic traffic only, excludes exclusive mobile app audience).

2.2023 listings upgrade % figures presented reflect adjustments (due to a revised methodology) that differ when compared to figures reported for the year ended 31 December 2023.

3.Operating EBITDA is a non-GAAP measure and excludes non-recurring expenses.

Your essential property platform.

Progress against strategic priorities

Engagement

Audience

606k,

187k gap to #1

-

Audience

854k,

Achieved #1

+32% YoY

Audience

647k,

235k gap to #1

+32% YoY

•Deliver new mobile app in first quarter of 2026, significantly enhancing user

experience and functionality.

•Insource the technology development team, at no incremental cost, to improve

velocity of delivery.

•Further refine and optimise online acquisition strategies with audience growth

focussed on delivering enquiries for agents and landlords.

•Leverage NZME’s entire product range to support faster growth and

innovation.

Listings upgrade %

2

41% Auckland

17% Rest of NZ

43% Auckland

24% Rest of NZ

45% Auckland

26% Rest of NZ

•Leverage strategic partnership plans and strengthen key external relationships.

•Enhance leadership capability and improve sales operations effectiveness.

•Increase regional focus to unlock new growth opportunities.

Revenue mix

54% Digital

46% Print

61% Digital

39% Print

69% Digital

31% Print

•Optimise the value of our print proposition while accelerating digital growth.

EBITDA

3

margin

(pre NZ IFRS16)

(10%)

7%9%

•EBITDA improvements in the short term given continued revenue growth, with

acceleration in the midterm term.

Metric

2023

actual

2024

actual

2025

actual

2026 initiatives

21
21

3. Delivering on significant yield potential

1,149

699

528

294

470

279

Auckland

Rest of NZ

Highest value package2025 average2024 average

Source: NZME Analysis.

1.OneRoof new residential listings differ to New REINZ market listings shown on page 17 due to classification differences, such as rural lifestyle properties and apartment developments.

2.Based on total listings for each year 2007 to 2025

OneRoof growth opportunity.

Significant future opportunity across each of market listings, upgrades and yields.

202320242025

New residential listings (000s)

1

Auckland

35 43 44

Rest of NZ

63 74 76

Total

98 118 120

Residential listings upgrade %

Auckland

41% 43% 45%

Rest of NZ

17% 24% 26%

Total

26% 31% 33%

Average revenue per upgrade

Auckland

422 470 528

Rest of NZ

265 279 294

Total

354 377 410

Revenue ($ million)

Auckland

6.0 8.7 10.4

Rest of NZ

2.9 4.9 5.9

Total

8.9 13.7 16.3

1. Market to still recover

(+10% to reach historical average

2

)

2. Short term listing upgrade targets

60% Auckland / 40% Rest of NZ

22
22

OneRoof app update.

Improved search experiencewith a hybrid map/list

view and cleaner card formatting.

Instant value contextwith OneRoof Estimates and/or

RV’s (council rating valuation) shown on listings and

map pins.

Intuitive information architecturethat prioritises key

data and promotes high-value actions like Enquire,

Save, and Share.

Consistent listing experiencewith a unified user

interface across on-market and not-listed properties.

23
23

Investor proposition

Our Vision: NZ’s #1 Real Estate Market Place - every property, every buyer, built for mobile.

Market perspective

OneRoof value proposition.

Agents will strengthen their dealmaking capability,

capturing the wave of buyer demand that OneRoof

unlocks.

Buyers will get clarity, trust and access to the entire

market.

Sellers will benefit from greater visibility and buyer

competition for their property.

We will deliver on our vision through a mobile

experience with data transparency and improved

insights for buyers, agents and sellers.

Key investments include:

•Strengthening inhouse product and engineering

capability to deliver faster.

•Investment in growth marketing – the OneRoof

brand is already top of mind.

Profitability expected to grow in the short-term

but accelerate in the mid-term.

24
24

Number one in audio.

Audio.

25
25

1.RBAMonthly Radio Market Report last 12 months to December 2025 (radio and digital revenue share between NZME and Mediaworks).

2.NZME analysis.

Audio operating highlights.

Increasing Agency channel mix a key driver of

positive year-on-year revenue growth.

Digital audio revenue growth continues,

accounting for 10% of total audio revenue.

Positive year-on-year revenue share gains

through the latter part of 2025.

47%

50%

52%

202320242025

Agency share of Audio revenue

2

-

10%

20%

30%

40%

50%

Monthly revenue share

1


(3.0%)

(2.0%)

(1.0%)

-

1.0%

2.0%

Monthly revenue share vs. prior year

1

8.2

10.8

11.9

202320242025

Digital audio revenue ($ million)

2

26
26

Audio profitability up 23% driven by improved

revenue growth.

•Total operating revenue reflects improved audio

advertising market.

•People expenses held flat year on year with

targeted savings offsetting wage and salary

inflation.

•Selling and marketing expenses are 7% higher due

to increased Agency commissions as a greater

portion of sales delivered through this channel.

•Lower content costs and other expenses resulted in

total expenses increasing just 1%.

•Audio delivered an operating margin of 15% up 4

percentage points year on year.

1.Favourable variances are displayed as positive figures and unfavourable variances are displayed as negative (in brackets) figures.

2.Operating EBITDA is a non-GAAP measure and excludes non-recurring expenses.

Audio financial results.

For the full year ended 31 December 2025

$ million

20252024% change

1

Digital audio advertising11.9 10.8 10%

Radio advertising108.9 104.2 4%

Other1.4 1.5 (5%)

Operating revenue122.2 116.6 5%

People(56.2) (56.2) -

Selling and marketing(18.0) (16.8) (7%)

Content(8.4) (8.5) 1%

Other expenses(12.8) (13.2) 3%

Operating expenses(95.3) (94.6) (1%)

Operating EBITDA (incl. NZ IFRS16)

2

26.9 21.9 23%

NZ IFRS16 adjustment(8.8) (8.6) (2%)

Operating EBITDA (pre NZ IFRS16)

2

18.1 13.3 36%

Operating EBITDA

2

margin (pre NZ IFRS16)15% 11% 4 ppt

27
27

1.GfK RAM,S3 2023, S3 2024, S3 2025, Total NZ, M-S12mn-12mn, AP10+, Share %.

2.RBAMonthly Radio Market Report rolling 12 months as at December 2025 (radio and digital revenue share between NZME and Mediaworks).

3.EBITDA is a non-GAAP measure and excludes non-recurring expenses.

Progress against strategic priorities

Audience share

(% of radio

audience)

1

37.5%

36.6%35.9%

•Accelerating growth by strengthening ZM and The Hits across both audience

engagement and revenue performance. Changes already made to Coast.

•iHeartCountry NZ – evolution of the brand and content offering to grow audience share.

•Capitalise on strong domestic news cycle, including NZ Elections, to increase Newstalk

ZB audience and engagement.

•Enrich first-party data to engage new and existing audiences

Revenue share

2

44.5%

44.6%44.3%

•Enhancements to yield and pricing managementintroduced to improve revenue

through increased visibility of inventory and more effective price targeting.

•Improve specialist digital delivery team to support sales team through process

simplification.

•Introduce advertising opportunities on iHeartCountry NZ as its audience is measured in

2026.

Digital audio

revenue

percentage

7.4%

9.4%9.9%

•Evolve total audio planning to leverage different listening experiences.

•Leverage newly introduced iHeartRadio personalisation features while continuing to

leverage future development including in-app short form video.

•Increased focus on video podcasting to boost discovery and open up new revenue

opportunities.

EBITDA

3

margin

(pre NZ IFRS16)

13%

11%15%

•Improve margin through continued revenue growth.

Metric

2023

actual

2024

actual

2025

actual

2026 initiatives

Targeting number one in audio.

28
28

New Zealand’s leading news

destination.

Publishing.

29
29

Source: NZME analysis

Publishing operating highlights.

Source: NZME analysis

Total number of subscriptions +3% year on year with

sustained digital subscription uptake more than

offsetting print declines.

Dynamic yield management delivering +3% digital

subscription revenue growth, offset by longer

introductory offers to increase engagement.

Print subscriber decline slowed through the second

half of 2025 and was partially offset by improved yield

growth over the same period.

-

50

100

150

200

-

25

50

75

100

125

150

Annual $ per subscriber (yield)

# of subscriber’s

Individual subscribersCorporate subscribers

Individual yieldCorporate yield

Digital subscriptions

-

0.4

0.8

1.2

1.6

2.0

2.4

2.8

-

2.0

4.0

6.0

8.0

10.0

12.0

14.0

Yield ($ per copy)

Subscriber copies (million)

Print subscriptions

Yield

Subscriber

copies

-

50

100

150

200

250

Print onlyDigital enabledDigital only

Total # of subscriptions (000s)

30
30

Improved profitability following the exit of

community newspapers, newsroom restructuring,

and reduced focus on low yielding revenues.

•Reader revenue decreased by 3% with slower digital

subscription growth of 3% offset by continued print

subscriber and retail outlet declines.

•Lower digital advertising revenue was driven by a

temporary reduction in programmatic revenue and a

deliberate reduction in digital performance marketing

revenue through low-margin third-party channels.

•Print advertising revenue was maintained after

normalising for closed Communities publications.

1.2024 operating results presented reflect classification adjustments that differ to the operating results as reported for the full year ended 30 December 2024.

2.Favourable variances are displayed as positive figures and unfavourable variances are displayed as negative (in brackets) figures.

3.Operating EBITDA is a non-GAAP measure and excludes non-recurring expenses.

Publishing financial results.

For the full year ended 31 December 2025

$ million

20252024

1

% change

2

Digital subscriptions23.3 22.6 3%

Print subscriptions43.3 45.7 (5%)

Retail outlet sales11.6 12.6 (8%)

Total reader revenue78.2 80.9 (3%)

Digital advertising49.6 53.5 (7%)

Revenue from closed community publications- 6.9 (100%)

Print advertising (excl. closed communities)46.3 46.0 1%

Total advertising revenue95.9 106.4 (10%)

Other18.0 16.6 9%

Operating revenue192.1203.8 (6%)

People(70.5) (77.5) 9%

Print and distribution(41.9) (46.3) 9%

Selling and marketing(15.3) (15.4) -

Content(10.2) (10.6) 5%

Third party fulfilment(3.0) (4.3) 31%

Other expenses(13.6) (15.1) 10%

Operating expenses(154.5) (169.3) 9%

Operating EBITDA (incl. NZ IFRS16)

3

37.6 34.5 9%

NZ IFRS16 adjustment(7.9) (8.2) 4%

Operating EBITDA (pre NZ IFRS16)

3

29.7 26.3 13%

Operating EBITDA

2

margin (pre NZ IFRS16)15% 13% 2 ppt

2024Closed

communities

Normalised

2024

Revenue excl.

closed

communities

2025

52.9

(6.9)

46.0

0.3 46.3

Print advertising revenue movements ($m)

31
31

1.Favourable variances are displayed as positive figures and unfavourable variances are displayed as negative (in brackets) figures.

2.Operating EBITDA is a non-GAAP measure and excludes non-recurring expenses.

Publishing financial results – digital and print.

For the full year ended 31 December 2025

$ million

Digital PublishingPrint Publishing

20252024% change

1

20252024% change

1

Subscription revenue23.3 22.6 3% 43.3 45.7 (5%)

Retail outlet sales- - - 11.6 12.6 (8%)

Revenue from closed community publications- - - -6.9(100%)

Advertising revenue (excl. closed communities)49.6 53.5 (7%) 46.3 46.01%

Other7.8 7.5 4% 10.29.1 12%

Operating revenue80.7 83.6 (3%) 111.4 120.2 (7%)

People(37.8) (42.1) 10% (32.7) (35.5) 8%

Print and distribution- - - (41.9) (46.3) 9%

Selling and marketing(10.4) (9.8) (7%) (4.9) (5.6) 13%

Content(8.4) (9.1) 8% (1.8) (1.5) (15%)

Third party fulfilment(3.0) (4.3) 31% - - -

Other expenses(6.5) (7.1) 10% (7.1) (8.0) 11%

Operating expenses(66.1) (72.4) 9% (88.5) (96.9) 9%

Operating EBITDA (incl. NZ IFRS16)

2

14.7 11.2 31% 22.923.3 (2%)

NZ IFRS16 adjustment(2.5) (2.6) 3% (5.3) (5.6) 5%

Operating EBITDA (pre NZ IFRS16)

2

12.1 8.6 41% 17.6 17.8 (1%)

Operating EBITDA

2

margin (pre NZ IFRS16)15% 10% 5 ppt16% 15% 1 ppt

Improved EBITDA

margins for print and

digital as a reshaped

Publishing division is

positioned to deliver

sustainable growth.

32
32

New Zealand’s leading news destination.

1.NZME analysis

2.Operating EBITDA is a non-GAAP measure and excludes non-recurring expenses.

Digital publishing

Subscription volume

1

130,000

151,000166,000

•New mobile app to be launched in first half of 2026, deepening audience engagement

and growth.

•Migrate BusinessDesk to core digital and subscription platforms to enhance user

experience, grow subscriptions and seamlessly bundle with wider NZ Herald offerings.

•Deliver improved personalisation to strengthen engagement and retention.

Digital advertising revenue

percentage

1

50%

50%52%

•Build out commercial offering for Herald NOW channels including optimising partnership

with Sky’s Three.

•Focus on multimedia and high value audience data propositions, including video and

programmatic commercial specialisation.

EBITDA

2

margin

(pre NZ IFRS16)

11%

10%15%

•Strong focus on productivity across content generation and production.

•Reader revenue growth through optimising subscription product mix.

Print publishing

Subscription volume

1

92,000

85,00078,000

•Expansion of subscription bundle offers to improve acquisition and reduce churn.

•Test subscription contracts to enhance retention.

•Partner with new reward program to drive acquisition.

Print advertising revenue

percentage

1

50%

50%48%

•Continue development of specialised print only sales team.

•Simplified print packages to compliment radio and digital campaigns.

•Optimise sales opportunities to align with planned print content

EBITDA

2

margin

(pre NZ IFRS16)

17%

15%16%

•Further growth of third party print and distribution business.

•AI driven productivity improvements in customer service and content production.

Progress against strategic priorities

Metric

2023

actual

2024

actual

2025

actual

2026 initiatives

33
33

Subscription-led businesses create more value.

Source: NZME analysis of total publishing revenue and NZ Herald online revenue and article data.

1.User definitions: ‘Casual’ spends <10 sessions per month on NZ Herald; ‘Engaged’ spends >10 sessions per month, with some logged in; ‘Subscribed’ have a NZ Herald online subscription.

We continue our transition to a subscription-led business, as have

other global publishers, such as the New York Times.

Increasing engagement with NZME’s publishing content delivers

greater value, reinforcing our subscription-led strategy.

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

-

100

200

300

20152016201720182019202020212022202320242025

Digital % of total revenue

Revenue ($ million)

Digital AdvertisingDigital CirculationPrint Circulation

Print AdvertisingDigital revenue %

Publishing revenue source

NZH digital

subscriptions

introduced

BusinessDesk

acquired

Communities

closures

Gisborne

Herald & Sun

Media acquired

CasualEngagedSubscribed

Average monthly digital users

>1million

~500k

~200k

CasualEngagedSubscribed

Average monthly revenue

per user (ARPU)

<$1

$4 - 6

>$10

Casual

Engaged

Advertising

revenue

Subscription

revenue

Subscribed

Attribution of digital

revenue by user

34
34

Corporate and

other.

35
35

Corporate and Other includes the unallocated costs

associated with Group management and governance,

together with the company’s Events business.

Corporate and other financial results.

For the full year ended 31 December 2025

$ million

20252024% change

1

Operating revenue

2.3 2.6 (12%)

People

(4.4) (3.9) (14%)

Other expenses

(3.7) (3.8) 4%

Operating expenses

(8.1) (7.7) (5%)

Operating EBITDA (incl. NZ IFRS16)

2

(5.8) (5.0) (15%)

NZ IFRS16 adjustment

(0.1) (0.1) -

Operating EBITDA (pre NZ IFRS16)

2

(5.8) (5.1) (14%)

1.Favourable variances are displayed as positive figures and unfavourable variances are displayed as negative (in brackets) figures.

2.Operating EBITDA is a non-GAAP measure and excludes non-recurring expenses.

36
36

•Improved performance delivers Operating EBITDA

growth of 15%.

•NPAT impacted by non-recurring expenses,

substantially relating to restructuring in the first

quarter of 2025,which will deliver $12 million in

annualised cost reductions.

Summary of Result.

For the full year ended 31 December 2025

$ million

20252024% change

1

OneRoof3.6 2.7 32%

Audio26.9 21.9 23%

Digital publishing14.7 11.2 31%

Print publishing22.9 23.3 (2%)

Corporate and other(5.8) (5.0) (15%)

Operating EBITDA (incl. NZ IFRS16)

2

62.3 54.2 15%

Exceptional and other items (incl. reclass of items)(6.1) (28.8) 79%

EBITDA (incl. NZ IFRS16)56.3 25.4 122%

Depreciation and amortisation(31.0) (29.9) (4%)

EBIT (incl. NZ IFRS16)25.3 (4.5) 663%

Interest expense(6.7) (7.8) 15%

Share of loss of JV's- (0.2) 100%

Net profit/(loss) before tax18.6 (12.5) 249%

Taxation expense(5.6) (3.5) (57%)

Net profit/(loss) after tax13.1 (16.0) 182%

1.Favourable variances are displayed as positive figures and unfavourable variances are displayed as negative (in brackets) figures.

2.Operating EBITDA is a non-GAAP measure and excludes non-recurring expenses.

37
37

Outlook.

38
38

Looking ahead.

Operating environment

•We are cautiously optimistic heading into 2026, with activity and sentiment lifting, although recovery may be gradual with

lingering inflationary pressures and global uncertainty.

•Advertising revenues for the first quarter are on track to deliver an estimated 3% growth year-on-year.

•Savings initiatives completed in 2025 to achieve annualised cost reductions of $12 million will be fully realised through

2026 and will deliver a further improvement of $3 million in 2026. We continue to proactively manage our cost structure.

Operational focus

•This year has seen us undertake a comprehensive review across all three operating divisions, improving operating

structures and P&L accountability within each division. This will ensure divisional executives have tighter control and

accountability over their planned growth and success.

•Accelerating OneRoof's expansion remains a key focus which is expected to deliver improved profitability in the short

term and significant value creation in the medium term.

Capital management

•The board is committed to creating shareholder value. Given the strength of the balance sheet the Company is well

positioned to deliver strong dividend returns based on performance.

39
39

Q&A

40
40

Supplementary

information.

41
41

Reconciliation of operating results to financial statements.

For the full year ended 31 December 2025

$ million

Operating

results excl. NZ

IFRS 16

NZ IFRS 16

adjustments

Operating

results incl. NZ

IFRS 16

Reclass of

items

Non-recurring

items

Per financial

statements

Reader revenue

78.2 - 78.2 - - 78.2

Advertising revenue

244.7 - 244.7 - - 244.7

Other revenue

18.3 - 18.3 - - 18.3

Operating revenue

341.3 - 341.3 - - 341.3

Other income

4.6(0.8) 3.80.4 0.1 4.3

Operating revenue


and other income

345.9 (0.8) 345.1 0.4 0.1 345.5

Expenses

(301.3) 18.5 (282.8) - (6.5) (289.3)

EBITDA

44.6 17.7 62.30.4 (6.4) 56.3

Depreciation and amortisation

(18.7) (12.2) (31.0) (31.0)

EBIT

25.9 5.5 31.4 0.4 (6.4) 25.3

Net interest expense

(2.3) (4.0) (6.3) (0.4) (6.7)

Net profit/(loss) before tax

23.6 1.5 25.1 - (6.4) 18.6

Tax

(7.5) (7.4) 1.8 (5.6)

Net profit/(loss) after tax

16.2 1.5 17.7 - (4.6) 13.1

42
42

Reconciliation of operating results to financial statements.

For the full year ended 31 December 2024

$ million

Operating

results excl. NZ

IFRS 16

NZ IFRS 16

adjustments

Operating

results incl. NZ

IFRS 16

Reclass of

items

Non-recurring

items

Per financial

statements

Reader revenue

80.9 - 80.9 - - 80.9

Advertising revenue

248.2 - 248.2 - - 248.2

Other revenue

16.8 - 16.8 - - 16.8

Operating revenue

345.9 - 345.9 - - 345.9

Other income

5.1 (0.8) 4.3 0.4 0.1 4.7

Operating revenue


and other income

351.0 (0.8) 350.2 0.4 0.1 350.6

Expenses

(314.4) 18.4 (296.0) - (4.5) (300.5)

EBITDA

36.5 17.6 54.2 0.4 (4.4) 50.1

Depreciation and amortisation

(17.7) (12.2) (29.9) (29.9)

Impairment of intangible assets

(24.0) (24.0)

Impairment of equity accounted investments

(0.7) (0.7)

EBIT

18.9 5.4 24.3 0.4 (29.1) (4.5)

Share of loss of JV's

(0.2) (0.2)

Net interest expense

(3.1) (4.4) (7.4) (0.4) (7.8)

Net profit/(loss) before tax

15.8 1.0 16.8 - (29.3) (12.5)

Tax

(4.8) (4.8) 1.2 (3.5)

Net profit/(loss) after tax

11.0 1.0 12.1 - (28.1) (16.0)

43
43

Disclaimer.

The information in this presentation is of a general nature and does not

constitute financial product advice, investment advice, legal, financial, tax or

any other recommendation or advice. This presentation constitutes summary

information only, and you should not rely on it in isolation from the full detail set

out in NZME’s Consolidated Financial Statements for the year ended 31

December 2025.

This presentation may contain projections or forward-looking statements

regarding a variety of items. Such projections or forward-looking statements

are based on current expectations, estimates and assumptions and are subject

to a number of risks and uncertainties. There is no assurance that results

contemplated in any projections or forward-looking statements in this

presentation will be realised. Actual results may differ materially from those

projected in this presentation. No person is under any obligation to update this

presentation at any time after its release to you or to provide you with further

information about NZME Limited.

The Group adopted NZ IFRS 16 Leases on 1 January 2019 and IFRS

Interpretations Committee’s (IFRIC’s) agenda decision on configuration and

customisation costs in relation to Software as a Service (SaaS) arrangements in

2021. Operating results as stated throughout this presentation refer to results

including the adjustments for the adoption of NZ IFRS 16, and prior to

exceptional items. Please refer to pages 41-42 of this presentation for detailed

reconciliation of these results to the statutory results.

While reasonable care has been taken in compiling this presentation, none of

NZME Limited nor its subsidiaries, directors, employees, agents or advisers (to

the maximum extent permitted by law) give any warranty or representation

(express or implied) as to the accuracy, completeness or reliability of the

information contained in it nor take any responsibility for it. The information in

this presentation has not been, and will not be, independently verified or

audited.

---

BE SEEN. BE HEARD. EVERYONE'S HERE.
Keeping Kiwis

in the know

NZME Limited Annual Report for

the year ended 31 December 2025

This annual report is dated 23 February 2026 and is signed on behalf
of the Board of Directors.

Contents

Results summary 4

Divisional highlights 5

Chairman and CEO report 6

Financial commentary 12

Our sustainability commitment 16

2025 awards 22

NZME board 24

NZME executive team 26

Corporate governance 28

Statutory disclosures 40

Consolidated financial statements 46

Independent auditor's report 96

Directory 100

Steven Joyce Carol Campbell

Chairman Director

Date: 23 February 2026

2 NEW ZEALAND MEDIA AND ENTERTAINMENT

ANNUAL REPORT 2025 3

Results
summary

For the year end 31 December 2025

Operating revenue

1, 2


2024 $350.2m

Operating EBITDA

1


2024 $54.2m

$345.1m$62.3m

Operating NPAT

1


2024 $12.1m

Operating EPS

1


2024 6.5cps

$ 17.7m9.4cps

Statutory NPAT

2024 ($16.0m) loss

Free cash flow

2024 $11.3m

$13.1m$25.4m

Net debt

2024 $24.1m

Final dividend

Payable on 18 March 2026

$15.5m6.0cps

1

Operating results presented are non-GAAP measures that include the impact of NZ IFRS 16, however, exclude non-recurring

expenses to allow for a like for like comparison between 2024 and 2025 financial years. Please refer to pages 41-42 of the

NZME 2025 Full Year Results presentation for a detailed reconciliation.

2

Operating revenue shown includes other income. 2024 operating revenue includes $6.9 million of advertising revenue

generated from community publications that were closed in December 2024. References made in this report and the NZME

2025 Full Year Results presentation to adjusted or normalised operating revenue exclude this amount to allow for a like for like

comparison between 2024 and 2025 financial years.

4 NEW ZEALAND MEDIA AND ENTERTAINMENT

Divisional
highlights

Audio

Radio

brands

10

Publishing

Increase in digital-

only subscriptions

year-on-year

10%

Print publications

across New Zealand

12

OneRoof

Increase in

listings enquiries

year-on-year

32%

Listings

upgrades outside

of Auckland

26%

Listings

upgrades

in Auckland

45%

Increase in

digital revenue

year-on-year

19%

1

Nielsen Online Ratings December 2025 (desktop and domestic traffic only, does not include exclusive mobile app audience).

2

GfK Comm RAM, S3/25, Total NZ, Cume, M-S 12mn-12mn, AP10+ (unless otherwise stated).

3

NZ Triton Webcast Metrics

Jan-Dec 2025, average monthly reach (NZ based listening).

4

RBA Monthly Radio Market Report last 12 months to December

2025 (radio and digital revenue share between NZME and Mediaworks).

5

Nielsen CMI Q4 24 – Q3 25 Nov 25 Fused AP15+

(Publishing Print = weekly print excluding Real Estate. OneRoof Print = Real Estate sections).

Digital audience

1,048,000

3

Digital audience

660,000

1

Digital audience

1,841,000

1

Print audience

1,235,000

5

Radio audience

1,713,200

2

NZME radio brand

audience market share

35.9%

2

NZME audio revenue

market share

44.3%

4

Subscribers across print and digital

243,000

ANNUAL REPORT 2025 5

2025 provided a challenging economic climate for many
New Zealand businesses, and NZME was no exception.

It is therefore pleasing to be able to report an improved

profit performance to shareholders, despite that

challenging backdrop.

Revenues for the year remained relatively flat on a like

for like basis in 2025. NZME discontinued its unprofitable

community newspaper network in late 2024, and once that

revenue is netted out, revenue grew very slightly across

the continuing businesses.

We maintained a strong focus on cost discipline and

operational efficiency in 2025. Cost reduction initiatives

undertaken primarily in the first half of the year delivered

significant savings, and these are largely reflected in the

full year result.

The board and management see further opportunity to

reduce administrative costs particularly, and some steps

taken in the second half of 2025 will be reflected in 2026.

We will continue seeking to both improve our financial

performance and create opportunities to invest further

in our content and marketing. This dual objective has

already delivered tangible benefits both to our operational

performance and to shareholder returns. It will remain an

ongoing priority as we continue to build a leaner, more

agile organisation.

The year saw changes in governance at NZME as we

welcomed new NZME Board members Steven Joyce as

Chairman (and co-author of this report), Jim Grenon and

Bowen Pan. This has renewed energy in the Boardroom,

with new Directors bringing fresh perspectives, experience

and skills to complement our existing Board members.

This governance renewal has strengthened our capacity to

navigate the opportunities and challenges which lie ahead,

while maintaining our commitment to shareholder value

creation across our operations.

Chairman and

CEO report

+3YOY

+10YOY

$62.3m

We are pleased to present New Zealand Media

and Entertainment’s Annual Report for the year

ended 31 December 2025

OneRoof digital

listing revenue

Digital audio

revenue

Digital subscription

revenue

Operating EBITDA

up 15% YOY

%

%

+18YOY

%

6 NEW ZEALAND MEDIA AND ENTERTAINMENT

A key strategic focus during the
year has been simplification

of our leadership and decision

making, with a renewed focus

around three core operating

divisions - Publishing, Audio,

and OneRoof, alongside our

integrated sales operation. This

restructuring will drive greater

accountability by placing support

services under the direct control

of divisional leadership, ensuring

decisions are made closer to our

customers and audiences.

The new approach is reflected in

a revised organisational structure,

which creates clearer lines of

accountability and decision-

making authority. The result will

be a more nimble organisation

capable of responding swiftly to

market dynamics while continuing

to extract cost efficiencies that

can be reinvested in content

creation, marketing initiatives,

and an improved bottom line

for shareholders.

Our digital-first strategy

continued to progress during

2025. This remains a long-term

focus for us as we continue

to innovate and adapt to

changing audience and client

behaviours and needs. We

are encouraged by positive

momentum across several key

initiatives. OneRoof delivered

continued improvement, our

digital audio business showed

strong growth particularly in

podcasting and streaming, and

our digital subscription base

continued to expand despite

challenging market conditions.

Digital transformation will remain

a priority as we adapt to evolving

consumer behaviours and

technology platforms.

The beginning of 2026 has been

encouraging, and we remain

focused on three key priorities:

realising the full value potential

of OneRoof, maintaining strong

governance and operational

discipline, and adapting our cost

base to preserve profitability

while positioning ourselves

to capture market share as

economic conditions improve.

Financial Results – highlights

NZME reported a Statutory Net

Profit After Tax (NPAT) for 2025

of $13.1 million. This compares

to a Statutory Net Loss After Tax

of $16.0 million in 2024, which

included an impairment of

intangible assets of $24.0 million.

Operating EBITDA was $62.3 million

in 2025 which was 15% above last

year’s $54.2 million.

Operating Revenue was

$345.1 million in 2025, which was

1% lower than the 2024 Operating

Revenue of $350.2 million. 2025

revenue was impacted by the

strategic decision in December

2024 to close or sell 14 of

NZME’s community newspaper

publications due to unprofitability.

After adjusting for the closed

community publications,

operating revenue for 2025 was

1% higher than 2024, with the

business demonstrating resilience

despite a prolonged economic

slowdown.

NZME’s Operating NPAT for 2025

was $17.7 million, resulting in

operating earnings per share

of 9.4 cents, compared with

6.5 cents in 2024.

Scalable digital audience

and advertising news platform

Expert journalism that

grows subscriber

lifetime value

High quality and efficient

print business

New Zealand’s

leading news

destination

Create the most

listened to and

loved content

Deliver customer

solutions to grow

revenue shares

Grow podcast

engagement

and monetisation

Number One in Audio

Superior listings 

experience

and performance

Grow

listings 

revenue

Accelerate

non-listings

product revenue

Your essential property platform

Our digital-first strategy continued to

progress during 2025. This remains a

long-term focus for us as we continue to

innovate and adapt to changing audience

and client behaviours and needs.

ANNUAL REPORT 2025 7

NZME maintained a strong
balance sheet with a reduction in

net debt seeing our leverage ratio

drop below the target range of

0.5 to 1.0 times EBITDA, providing

flexibility to invest in growth

opportunities while maintaining

financial discipline, should those

opportunities arise.

The Board has declared total

dividends of 9.0 cents per

share, consistent with 2024.

This comfortably fits within

the dividend policy of paying

dividends between 50-80%

of free cash flows, with a total

payout ratio of 67%. This reflects

confidence in the business and

our commitment to returning

value to shareholders.

We have welcomed Jo

Hempstead as our new CFO

in early 2026. Jo joins us from

The Warehouse Group (also

a NZX listed company) where

she was General Manager -

Finance, reporting to the Chief

Financial Officer. She has more

than two decades of financial

leadership experience across

retail, technology and media,

including senior finance roles at

Microsoft NZ and The Economist.

Her financial expertise and strong

leadership skills and experience

in large scale transformation

across large businesses such

as The Warehouse Group will

be invaluable as we continue to

strengthen and grow NZME.

Publishing

Our Publishing business

delivered digital subscription

revenue growth of 3%, with total

subscriptions increasing by 3%

to reach more than 243,000

subscribers. Furthermore, the

digital publishing business

delivered a 31% increase in

operating EBITDA for the

year, and digital revenue

now represents over 42%

of total publishing revenue.

As noted above, we have

implemented a more unified

and accountable organisational

structure across our digital

and print publishing divisions.

Matt Wilson has now taken on

executive responsibility for the

whole publishing business,

including overall responsibility

for growing advertising,

subscriber revenues and

profitability. Murray Kirkness

continues as our Managing

Editor, with responsibility for

all editorial content.

The new Editorial Advisory

Board commenced meeting

in September 2025, taking a

strategic view of the publishing

content direction, supporting

the editorial leadership team to

improve overall diversity and

quality of content. The Editorial

Advisory Board will take a longer-

term longitudinal view of content

and audience trends while

looking ahead to key editorial

topics and projects. Ensuring we

have the opportunity to recruit

key staff and develop them will

also be a focus of the Editorial

Advisory Board.

We continue to innovate across

our Publishing business. Herald

NOW, a weekday video news

programme hosted by well-

known broadcaster Ryan Bridge,

was introduced in May 2025. The

show has achieved immediate

cut-through, achieving 1 million

unique monthly viewers

1

across

our own Herald channels and

YouTube. In early 2026 we added

the show to Sky-owned platforms

ThreeNow (TV on demand) and

Three (linear TV from later in

the year). We are also further

expanding our video offering with

a new daily business show due

to launch in the current month,

and this will also broadcast across

Sky TV, Herald NOW and YouTube.

We are currently developing a

new NZ Herald mobile app that

will allow improved navigation

and personalisation, and this will

be launched in the first half of the

year. In addition, we will renew our

focus on accelerating the growth

of BusinessDesk with the pending

appointment of a dedicated

publisher to lead the offering,

in addition to re-platforming of

the masthead to provide greater

bundling and integration with

other NZME offerings.

Audio

Audio delivered improved

performance in 2025, with

both digital and terrestrial radio

revenue showing growth. Digital

audio revenue grew by 10%, with

podcasts now established as a

key growth driver, representing

more than 30% of total digital

audio revenue.

Furthermore, we continued

to maintain our strong market

position throughout the year, with

average revenue market share

across the year of 44.3%2.

Our Audio division is also

benefiting from the simplified

organisational structure, allowing

our Chief of Audio, Jason

Winstanley, to have end to end

accountability with delivery and

Our Publishing business delivered digital

subscription revenue growth of 3%, with

total subscriptions increasing by 3% to

reach more than 243,000 subscribers.

8 NEW ZEALAND MEDIA AND ENTERTAINMENT

support functions now contained
within the radio leadership team.

NZME continued to lead the

charge in breakfast radio, with

Newstalk ZB’s Mike Hosking and

ZM’s Fletch, Vaughan and Hayley

maintaining their positions as the

country's top breakfast shows.

Newstalk ZB remains the

powerhouse within our radio

offering overall, both for listeners

and advertisers. To complement

this we have begun re-focusing

some of the NZME music

brands to ensure they provide a

stronger contribution alongside

Newstalk ZB, clearly delivering

to their target audience through

improved talent management,

music offerings and marketing.

The initial focus has been on

Coast FM, and we are seeing

pleasing early results from the

changes made.

Innovation remained a priority

for our Audio division with the

launch of iHeartCountry NZ in

Auckland and six other markets in

May 2025, filling a clear gap in the

New Zealand market and creating

opportunities for incremental

revenue growth. As the brand

continues to establish itself, our

focus is on deepening audience

engagement through product

evolution, partnerships and the

considered introduction of on

air hosts to further strengthen

connection with listeners.

In October 2025 we launched

an upgraded iHeartRadio app

with new features. These include

the ability to select 15 favourite

stations or podcasts to your

homepage and easily see

what’s trending across NZME’s

radio stations and podcasts.

In addition, as a first for New

Zealand, we have delivered on

the most requested feature from

our audiences - the ability to see

the lyrics of songs as they play on

live streaming radio. Building on

this momentum, we will continue

to enhance the iHeartRadio

experience in 2026, including the

introduction of short form video

content to support discovery,

engagement and connection

with our audio brands.

Digital audio revenue grew by 10% with

podcasts now established as a key growth

driver, representing more than 30% of

total digital audio revenue.

ANNUAL REPORT 2025 9

OneRoof
2025 saw OneRoof deliver

continued digital residential

listings revenue growth of 19%,

driven by improvements in listings

upgrades and average yield.

Agents and vendors continued

to recognise the value of the

platform's integrated offering

across NZME's ecosystem of

audio and publishing channels

– a point of difference that other

property platforms cannot match.

2025 has been a year of change

and consolidation within

OneRoof. We started the year

by bringing all business unit

functions, including sales, into

the operating division. With the

support of new NZME Board

Director Bowen Pan, we have

mapped out a strong strategic

plan that is expected to deliver

significant shareholder value in

the medium term.

There has been significant

change in the OneRoof senior

leadership team, with James

MacAvoy joining us early in 2026

as the Chief of OneRoof. James

has an extensive background

in marketplace and technology

businesses focused on growth

and delivering groundbreaking

solutions. The OneRoof senior

leadership team has also seen

the introduction of four new roles

- Head of Commercial, Head of

Engineering, Head of Product and

Head of Growth.

Our OneRoof product offering

continues to improve. A new

OneRoof app will be released

in early 2026 and the currently

outsourced technology

development team will be

brought in house to allow

improved control and faster

delivery. This is expected to

improve the speed of innovation

at a reduced cost.

We continue to work closely

with the real estate industry

to build stronger partnerships

and improved solutions to

help them with servicing

their agents, vendors, buyers,

landlords and renters.

NZME Sales Operations

During 2025 we split our sales

teams into two distinct divisions

across publishing and audio.

OneRoof continues to have its

own dedicated sales team, which

reflects the specialist nature of its

real estate client base.

Renata Hayward was appointed in

May to lead our direct sales team

which has team members across

New Zealand. This team works

closely with small and medium

businesses who purchase print,

radio and digital products from us

to advertise their brands, services

and products. While 2025 was a

tough year economically for many

small and medium businesses,

we have seen an improved

performance in our direct

business, and this has continued

in the first two months of 2026.

Greg McCrea now leads our

agency sales team. Greg and his

team are focused on building

strong relationships with our

media agency customers

and their clients, by building

strong solutions utilising all

NZME’s products. These are

often customised to ensure a

compelling proposition is put to

the end customer. In the second

half of 2025 we saw larger

businesses beginning to reinvest

in their media spend ahead of an

anticipated market recovery.

10 NEW ZEALAND MEDIA AND ENTERTAINMENT

This softened a little in January
2026 as some pulled back after

a softer than expected December.

We are confident that this will

improve through the year as

the economic recovery gathers

steam.

NZME once again claimed the

prestigious Media Publisher of

the Year award at the 2025 IAB

New Zealand Digital Advertising

Awards, marking back-to-back

wins in the top category.

The annual awards recognise,

celebrate and champion the

digital advertising industry and its

most outstanding organisations

and practitioners.

This award recognised that we

have significantly expanded our

digital offering at NZME with the

launch of Herald NOW – a cutting

edge, live digital news streaming

platform, delivering quality video

content to Kiwis across multiple

channels. We've also introduced

market-first innovations like text-

to-speech technology via the NZ

Herald website, refreshed our

iHeart app, and developed other

world class automation tools

across our digital business.

Outlook

We are cautiously optimistic

heading into 2026. While activity

levels and market sentiment

continue to improve, we

anticipate a gradual recovery as

inflationary pressures and global

economic uncertainty linger.

NZME is well positioned to

benefit from an economic

upturn and delivering top line

revenue growth is our primary

focus, with advertising revenues

for the first quarter on track to

deliver an estimated 3% growth

year-on-year.

A number of savings initiatives

were completed in 2025 to

deliver annualised cost savings

of $12 million that will be fully

realised in 2026, resulting in

a further improvement of

$3 million in 2026. In addition,

we continue to proactively

manage our cost structure.

The aforementioned

comprehensive review including

streamlining operations across

each business unit will deliver

improved accountability for

planned growth and success.

OneRoof remains a priority focus

by accelerating its expansion

across the country while

improving audience experience

and marketing performance

across all our platforms. This is

expected to deliver improved

profitability in the short term

and significant value creation

in the medium term.

Our strong balance sheet,

diversified revenue streams, and

leading market positions across

Audio, Publishing and OneRoof

provide a solid foundation for

future growth. The momentum we

built through 2025 positions us

strongly for 2026 and beyond.

Conclusion

At NZME we are committed to

advancing our market position

through continual innovation,

expanding our offering to enrich

audience experiences, deepen

engagement and enhance

advertiser value.

Despite market challenges in

2025, our resilient team delivered

improved performance through

their commitment, dedication

and adaptability.

Of course, this year’s results

couldn’t be achieved without the

collective efforts of our team of

1,100 people across the country

– thank you to all of you who work

hard every day to deliver fantastic

content, entertainment and

trusted news to our audiences,

and to those who provide

excellent service to our partners.

Thank you to the NZME Board

for their strategic guidance

throughout the year, particularly

as we welcomed new members

who brought fresh perspectives

and valuable expertise. Your

focus on value creation has

strengthened our position as

New Zealand's top multi media

company.

Thanks also to our engaged

audience of nine in every 10

Kiwis3, our loyal advertising

customers and agency partners,

and our valued shareholders.

Thank you for your continued

support of NZME.

Michael Boggs

Chief Executive Officer

Steven Joyce

Chairman

1 Brightcove and YouTube Analytics Jun-Sep 2025. 2 RBA Monthly Radio Market Report, 12 months to December 2025 (radio

and digital revenue share between NZME and Mediaworks). 3 NZME Reach Study n=1,001 nationally representative June 2025

(unduplicated audience across NZME print, digital, radio & podcasts).

ANNUAL REPORT 2025 11

Financial Results
NZME has reported a Statutory Net Profit After

Tax for 2025 of $13.1 million. In 2024, the company

reported a Net Loss After Tax of $16.0 million,

which included an impairment of intangible assets

of $24 million.

Operating EBITDA1 was $62.3 million in 2025 which

was 15% above last year’s $54.2 million. Operating

Revenue1 was $345.1 million in 2025 which was

1% lower than the 2024 operating revenue of

$350.2 million, or 1% higher after adjusting for

the closure of community publications in

December 2024.

Operating Expenses were 4% lower at $282.8 million,

due to:

• People costs were 4% lower than 2024 as a

result of the savings initiatives implemented

early in the year.

• Print and Distribution costs were 9% lower

year-on-year which primarily reflects the

decision to close several community

publications in December 2024, as well as

reduced overall volumes across other print

publications, including OneRoof.

• Selling and Marketing costs were

2% higher than 2024 due to increased

agency commission.

• Content costs were 4% lower with reduced

contributor costs as part of newsroom

changes implemented early in the year.

• Third party fulfilment costs were 36% lower

as a result of a deliberate reduction in the

amount of digital performance marketing sold

through low-margin third party platforms.

NZME’s Operating NPAT1 for 2025 was $17.7 million,

resulting in operating earnings per share of 9.4 cents,

compared with 6.5 cents in 2024.

Balance Sheet and Cash Flow

Net debt decreased by $8.6 million to $15.5 million

at 31 December 2025, with higher operating

cash flows and lower capital expenditure, while

distributions to shareholders remained flat.

Net working capital excluding cash decreased by

$5.1 million with a lower receivables balance and

paper stock inventories at the end of the year, as well

as an end of year tax payable balance compared to

a receivable balance at 31 December 2024.

Plant property and equipment, intangibles and other

non-current assets decreased due to depreciation

and amortisation exceeding capital expenditure.

Right of Use assets reduced in line with the reduction

in lease liabilities as the term reduces.

Cash flow from operations for the year was

$50.4 million, which is higher than 2024 due

to higher operating earnings, as well as a

decrease in tax paid.

Capital expenditure was $10.7 million, a decrease

on last year which had reflected accelerated

development of key digital products for both

OneRoof and Publishing in 2024.

Financial

commentary

1 Operating results presented are non-GAAP measures that include the impact of NZ IFRS 16, however, exclude non-recurring

expenses to allow for a like for like comparison between 2024 and 2025 financial years. Please refer to pages 41-42 of the NZME

2025 Full Year Results presentation for a detailed reconciliation.

12 NEW ZEALAND MEDIA AND ENTERTAINMENT

The OneRoof division includes the OneRoof digital
property platform together with all of NZME’s

dedicated real estate print publications.

Total OneRoof revenue was $28.5 million for 2025,

an increase of 5% year-on-year. Underpinning this

was 19% growth in residential listings revenue,

delivered through continued gains in listings

upgrades, along with average yield improvements.

However, OneRoof print revenue was impacted by a

challenging market, with year-on-year decline of 17%.

OneRoof is steadily delivering on its potential,

with leading audience engagement, a proven

growth trajectory and significant opportunity

from further market growth, listings upgrades

and yield potential.

OneRoof

1 REINZ and Tony Alexander, an independent NZ economist. 2 NZME analysis.

-

100

200

300

400

500

600

AucklandRest of NZ

OneRoof average yield ($)

202220232024

-

10%

20%

30%

40%

50%

AucklandRest of NZ

202220232024

OneRoof residential listings

upgrades

-

20

40

60

80

100

120

140

160

180

2007200920112013201520172019202120232025

2007 - 2024 average

New market listings (000s)

ANNUAL REPORT 2025 13

Audio
The audio division encompasses NZME’s radio

brands, digital audio platform iHeartRadio, and

the NZME Podcast Network which is the leading

podcast network in New Zealand.

Total audio revenue for the year was $122.2 million,

a 5% improvement on last year with digital audio

revenue increasing by 10% to $11.9 million.

NZME’s total average audio revenue market share

for 2025 decreased slightly by 0.3% to 44.3%1,

versus an audience share of 35.9%2. While the first

half was challenging, there were positive signs

through the second half of 2025,with year-on-

year revenue share1 increases from September to

December 2025 enabling a strong start in 2026.

Podcast monetisation is a key strategic focus in

driving digital audio growth, with strengthening

audience engagement and international

partnerships that allow NZME to provide an

expansive advertising proposition at relatively

low incremental cost.

1 RBA Monthly Radio Market Report, 12 months to December 2025 (radio and digital revenue share between NZME

and Mediaworks). 2 GfK RAM, S3 2025, Total NZ, M-S 12mn-12 mn, AP10+, Share %.3 NZME analysis.

Revenue share

-

5%

10%

15%

20%

25%

30%

35%

40%

45%

Jan 25

Feb 25

Mar 25

Apr 25

May 25

Jun 25

Jul 25

Aug 25

Sep 25

Oct 25

Nov 25

Dec 25

Digital audio revenue ($ million)

8.2

10.8

11.9

202320242025

14 NEW ZEALAND MEDIA AND ENTERTAINMENT

The Publishing division includes NZME’s market
leading digital news and journalism products,

encompassing NZ Herald and BusinessDesk

together with its print publications.

Total publishing revenue for the year was

$192.1 million, which was 6% lower than 2024, but

only 2% lower when adjusting for the community

publications closing in December 2024. Total

reader revenue was 3% lower than 2024 year on

year, with digital subscription revenue growth of

3% only partly offsetting lower print subscriber

and retail outlet sales. Digital-only subscriptions

increased by 10% to 166,000, contributing to

total publishing subscriptions of more than

243,000, up from 236,000 at the end of 2024.

Publishing advertising revenue of $95.9 million

was down 10% compared to last year, or 4% down

after adjusting for the closure of community

publications in December 2024. Print advertising

was up 1% year-on-year after adjusting for

the community publications closing. Digital

advertising decreased by 7%, driven by a

significant reduction in low value revenue sold

onto third party networks, while core digital

advertising revenues were down 1% year-on-year,

a reflection of the challenging market.

Publishing

-

50

100

150

200

-

25

50

75

100

125

150

Annual $ per subscriber (yield)

# of subscribers (000s)

Dec 22

Mar 23

Jun 23

Sep 23

Dec 23

Mar 24

Jun 24

Sep 24

Dec 24

Mar 25

Jun 25

Sep 25

Dec 25

Individual SubscribersCorporate Subscribers

Individual YieldCorporateYield

Digital Subscriptions

-

50

100

150

200

250

Dec 22

Mar 23

Jun 23

Sep 23

Dec 23

Mar 24

Jun 24

Sep 24

Dec 24

Mar 25

Jun 25

Sep 25

Dec 25

Print OnlyDigital EnabledDigital Only

Total # of subscriptions (000s)

ANNUAL REPORT 2025 15

Our
sustainability

commitment

At NZME we understand that our role

extends beyond delivering news and

entertainment. Every day we connect

with more than 3.5 million Kiwis

across our platforms – from the New

Zealand Herald to Newstalk ZB, The

Hits, iHeartRadio and OneRoof. This

reach comes with responsibility: to

inform with integrity, to support the

communities we serve, to champion

our people, and to protect the

environment we all share.

Our sustainability commitment

is about creating lasting value

– for our employees, our audiences,

our partners, our shareholders and

for all New Zealanders. We're taking

action on the issues that matter most:

fostering an inclusive workplace,

engaging meaningfully with our

communities, and protecting the

environment.

CAS E STU DY:

Champions Awards

Three times a year NZME holds a Champions Awards ceremony for the

1,100 people across the company, recognising outstanding NZMEers

who go above and beyond in demonstrating our core values of being

Curious, Confident and Connected.

CHAMPIONS

AWARDS

iHeart Lounge or via Zoom

CAS E STU DY:

Diwali

This Diwali our Auckland Central and

Ellerslie offices came together in a

vibrant celebration of culture and

community, with a traditional Biryani

lunch, traditional dance and henna art.

16 NEW ZEALAND MEDIA AND ENTERTAINMENT

CAS E STU DY:
KidsCan Handball-a-thon

For the second year, Jono, Ben and Megan

from The Hits Breakfast took on another

non-stop 24-hour handball challenge raising

money for KidsCan. With dozens of Kiwi

celebrities taking part in the event, more than

$510,000 was raised for Kiwi kids in need.

CAS E STU DY:

Chinese New Year

Our Cultural Diversity Pou organised a festive celebration for

Chinese New Year – the Year of the Snake. Our Auckland Central

office enjoyed a traditional Chinese meal and special lion dance

ceremony to mark the occasion.

CAS E STU DY:

Radio Hauraki’s third ‘Day in Loo’

Radio Hauraki and The Alternative

Commentary Collective delivered a

12-hour live broadcast raising awareness

for bowel cancer and much-needed

funds for Bowel Cancer NZ. They were

joined by celebrities including comedian

Dai Henwood and sporting legends Ian

Jones, Martin Guptill, Monty Betham

and many more. Their conversations

tackled the stigma around bowel cancer,

a disease affecting thousands of Kiwis

every year.

ANNUAL REPORT 2025 17

Our
people

We're building a workplace where everyone

belongs and exceptional talent flourishes. With

an Employee Net Promoter Score in the top 5%

of consumer media businesses globally, we're

proving that when you invest in your people,

everyone wins. We're also dedicated to health

and safety excellence, developing the next

generation of journalists and broadcasters, and

nurturing the craft that keeps Kiwis informed and

entertained.

FULL TIME

79%

PART TIME

9%

CASUAL

10%

CONTRACTOR

3%

Contract

type

4554

21%

5564

16%

<24

9%

3544

23%

65+

6%

2534

25%

Age group

300 FTE

200 FTE

100 FTE

0

< 1 Y3 - 5 Y6 - 10 Y21 - 30 Y31 Y +11 - 20 Y1 -2 Y

Length of service (years)

FM

44%

56%

49%

51%

70%

30%33%

67%

People

Leaders

Executive

Board

Sta

Gender / level

18 NEW ZEALAND MEDIA AND ENTERTAINMENT

Our
communities

As one of New Zealand's largest media

companies, we have a unique responsibility

to facilitate the conversations that shape our

nation. We deliver quality, trusted, diverse and

balanced journalism and entertainment across all

our platforms - holding the powerful to account,

and giving voice to the stories that matter most

to Kiwis. Beyond our editorial work, we actively

partner with charitable organisations throughout

the year, using our reach and influence to

support causes that strengthen our communities

and create positive changes.

CAS E STU DY:

ANZ Donation Station for Daffodil Day

NZME got behind the Cancer Society and Daffodil Day by partnering

with ANZ for the second year of the ANZ Donation Station, hosted

by ZM. The live broadcast saw ZM hosts joined by Kiwi celebrities

including artists Cassie Henderson, Ella Monnery and Kings, Shortland

Steet actor Michael Galvin, Black Sticks Olympian Olivia Merry and

many more. The event raised $70,545 for the Cancer Society.

ANNUAL REPORT 2025 19

Our
environment

We are committed to protecting our environment.

We regularly report on environmental matters,

helping keep our communities informed and up

to date on key issues. We’re also collaborating

with our suppliers to minimise our environmental

footprint.

CAS E STU DY:

Supplying Ruby with newsprint

Popular New Zealand fashion brand, Ruby, uses NZ Herald’s end-of-

roll newsprint from our Ellerslie print plant for their clothing range

patterns. Ruby uses around 50 – 60 metres from each newsprint

roll to create patterns, ensuring the newsprint cut offs previously

disposed of are now being put to good use.

CAS E STU DY:

Recycling Week

We proudly supported Reclaim in their nationwide annual campaign, Recycling

Week, educating Kiwis on waste minimisation and, of course, recycling.

20 NEW ZEALAND MEDIA AND ENTERTAINMENT

CAS E STU DY:
Toitu Certification

For the fourteenth year, our print operations were awarded

the Toitū Enviromark Gold certification. NZME has attained

gold level certification since 2011.

ANNUAL REPORT 2025 21

INMA Awards
2024 Digital Sales

Excellence (Team)

NZME Agency Sales Team

NZME

Voyager Media Awards

Newspaper of the Year + Weekly

Newspaper of the Year:

NZ Herald on Sunday

NZME

Best Newspaper Magazine:

Viva

NZME

Regional Newspaper of the Year:

Hawkes Bay Today

NZME

News Journalist of the Year:

Michael Morrah

NZ Herald, NZME

Best Up and Coming Journalist:

Bonnie Jansen

NZME

Gordon McLauchlan Journalism

Award: Kim Knight

NZ Herald, NZME

Best Coverage of a Major

News Event:

Philip Polkinghorne murder trial

NZME

Best Innovation in Digital

Storytelling:

Whenua: Our land, our history

NZME

Best Shortform Video:

Kaipara District Council votes

to disestablish Māori ward

NZME

Pride in Print Awards

Overall Publication Gold:

The Weekend Sun – Issue 1233

Ellerslie, NZME

Four Gold Awards

• Valley Voice Rural Lifestyles

(October 2024)

• The Weekend Sun

– Issue 1233

• The New Zealand Herald

– Edition 48,867

• The New Zealand Herald

– Edition 48,985

Ellerslie, NZME

Beacon Awards

Media Business of the Year:

NZME

NZME

Sales Team of the Year:

Agency Sales Team

NZME

New Zealand Screen Awards

Finalist - Best Presenter:

News and Current Affairs:

Ryan Bridge

Herald NOW,

NZME

Finalist - Reporter of the Year:

Michael Morrah

NZ Herald,

NZME

2025 awards

22 NEW ZEALAND MEDIA AND ENTERTAINMENT

Network Station of the Year:
Newstalk ZB

NZME

Sir Paul Holmes Broadcaster of

the Year: Heather du Plessis-Allan

Newstalk ZB,

NZME

Outstanding Contribution

to Radio: Jamie Mackay

NZME

Services to Broadcasting

• Niva Retimanu (NZME)

• Malcolm Jordan (NZME)

• Daniel Wrightson (NZME)

NZME

Best Music Network Breakfast

Show:

ZM’s Fletch, Vaughan & Hayley

ZM, NZME

Best Music Network Host:

Lorna Riley

Coast, NZME

Best Local Music Host:

Hayley Bath

The Hits Tauran-

ga, NZME

Best Talk Presenter – Breakfast

or Drive: Mike Hosking - The Mike

Hosking Breakfast

Newstalk ZB,

NZME

Best Talk Presenter – Non-Break-

fast or Drive: Marcus Lush Nights

Newstalk ZB,

NZME

Best Show Producer or Producing

Team – Talk Show:

The Mike Hosking Breakfast Team

Newstalk ZB,

NZME

Best Show Producer or Producing

Team – Talk Show:

The Mike Hosking Breakfast Team

Newstalk ZB,

NZME

Best Video – Short Form:

Hauraki PIEkings

Radio Hauraki,

NZME

Best Digital Content:

ZM Online

ZM, NZME

Associated Craft Award:

Larissa O’Reilly

The Hits, NZME

Best New Talent – Off-Air:

Pixie Cockerill

ZM, NZME

Best New Talent – Presenter:

Jazz Thornton

iHeartRadio,

NZME

Best Client Promotion /

Activation: ANZ Donation Station

NZME

Best Community Campaign:

The Hits KidsCanBall

The Hits, NZME

Best Commercial Campaign:

Oamaru Honda Song a Long

NZME Oamaru

Best Sponsorship & Partnership:

Dad’s Pies Hauraki Pie

Radio Hauraki,

NZME

Metropolitan/Network

Sales Team of the Year: NZME

Auckland Agency Sales Team

NZME

Best Comedy Podcast:

The Matt & Jerry Show Podcast

Radio Hauraki,

NZME

Best History & Documentary

Podcast: Heaven’s Helpline

iHeartRadio,

NZME

Best Sports Podcast:

Sportscafe-ish

iHeartRadio,

NZME

Best Reo Māori Podcast:

Kōrero

iHeartRadio,

NZME

Podcast of the Year:

Sportscafe-ish

iHeartRadio,

NZME

The Blackie Award:

Pinot Wahs

Radio Hauraki,

NZME

Best Marketing Campaign

(Joint Winner):

The Hits Cash'n'Car Campaign

The Hits, NZME

Radio & Podcast Awards

IAB Awards

2025 Media Publisher of the Year:

NZME

NZME

2025 Emerging Talent:

Ester Monti - Digital Performance

Manager – Strategy

NZME

NZ Shareholders' Association

Business Journalism Awards

Business News:

Jenée Tibshraeny- NZ Herald

NZ Herald,

NZME

ANNUAL REPORT 2025 23

Steven Joyce
Independent Chairman

Steven joined the NZME Board as Chair in June 2025.

An accomplished businessman and politician, Steven established and built

media company RadioWorks NZ over 14 years, then served as campaign

chair for the National Party for five general elections and as a Cabinet

Minister for nine years. During his time in government, he was responsible

for a number of portfolios including Finance, Infrastructure, Economic

Development, Transport, Communications and IT.

Steven currently runs his own consultancy business, Joyce Advisory Ltd

and is an Independent Director of Winton Land Ltd, The lcehouse Ltd,

lcehouse Ventures Ltd, and Foodstuffs North Island Limited.

In the 2025 King's Birthday Honours, Steven was made a Companion of

the New Zealand Order of Merit for his services as a Member of Parliament.

As well as being NZME Board Chair, Steven is a member of NZME's Audit

and Risk Committee and People Remuneration & Nominations Committee.

Carol Campbell

Independent Director

Carol joined

the NZME Board in May 2016.

Carol Campbell is a Chartered Accountant and Fellow of CAANZ and

Chartered member of the Institute of Directors. Carol was a partner at EY

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.

She is a director of T&G Global Limited, Asset Plus

Limited, Chubb Insurance

Limited and a

number of other private companies.

Carol chairs NZME's Audit and Risk Committee.

NZME Board

24 NEW ZEALAND MEDIA AND ENTERTAINMENT

Jim Grenon
Non - independent Director

Jim joined the NZME Board in June 2025.

He is a seasoned executive and investor with over 35 years of experience in

organisational growth, operational improvement and corporate turnarounds,

primarily in Canada and the United States. With academic training in both

law and economics, Jim brings a multidisciplinary perspective to business

leadership and governance.

He has served on the boards of numerous public entities. This includes

companies listed on the Vancouver, Toronto and New York Stock Exchanges.

In 1995, Jim founded TOM Capital in Calgary, Canada, where he remains the

primary investor and an active shareholder. TOM Capital manages a diverse

portfolio of private companies.

Jim is a member of NZME's Audit and Risk Committee and People

Remuneration & Nominations Committee.

Guy Horrocks

Independent Director

Guy joined the NZME Board in February 2021.

Guy established himself as an early pioneer of the mobile app industry

co-founding the worlds first commercial iPhone app company in 2007,

Polar Bear Farm.

With clients including Expedia, DreamWorks, HBO, OREO, CNN, Time

Magazine as well as The New Zealand Herald, Horrocks helped launch

over 100 mobile apps with his award-winning mobile agency Carnival Labs,

many of which were featured by Apple.

Guy holds numerous board and advisor positions with companies like

New Zealand Mint, Jade Software, KEA and Tracksuit.

Guy is a member of NZME's OneRoof Advisory Board and is a member

of the People Remuneration & Nominations Committee.

Bowen Pan

Independent Director

Bowen joined the NZME board in June 2025.

He is a product and business leader with deep experience building and

scaling digital platforms, marketplaces and AI-driven software across

global technology and media companies. He led the creation of Facebook

Marketplace and held senior product leadership roles at Trade Me, Meta,

Stripe and Common Room.

Through Redwood Pan Group, Bowen advises founders, executives

and boards on product strategy, go-to-market execution, AI strategy,

and organisational design, helping established organisations and high-

growth companies turn technological change into sustained commercial

advantage. He also serves on the advisory board of the University of

Auckland Business School.

Bowen chairs NZME’s OneRoof Advisory Board.

Sussan Turner

Independent Director

Sussan joined the NZME Board in July 2018

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 Director of Aspire2 Group Limited, one of the leading tertiary

education groups in New Zealand, and is passionate about building executive

teams and company cultures.

Sussan chairs NZME's People, Remuneration & Nominations Committee

and is also a member of the OneRoof Advisory Board.

ANNUAL REPORT 2025 25

Michael Boggs
Chief Executive Officer

Michael has led New Zealand Media and Entertainment

(NZME) as Chief Executive Officer since March 2016,

following his role as the company's Chief Financial

Officer. Under his leadership, NZME continues

to execute a comprehensive growth strategy,

accelerating development across the group's

brands with particular focus on subscription and

classified offerings, digital and video content, while

ensuring sustainable growth of our traditional print

and radio platforms.

His extensive executive experience includes

serving as Chief Financial Officer at Tower

Limited, where he managed multibillion-dollar

assets, Pacific Islands operations, the earthquake

recovery programme, and the strategic divestment

of Tower's life insurance, health insurance and

investment management businesses. This

transformative work earned him CFO of the Year

at the 2014 New Zealand CFO Awards.

Michael brings significant telecommunications

and technology sector expertise from executive

roles in finance, commercial and business

functions at major organisations, including

Telstra's New Zealand operations.

Renata Hayward

Chief Commercial Officer

- Direct

Renata has been our Chief Commercial Officer –

Direct, since May 2025. Previous to this Renata was

the Regional Head – Northern Commercial.

Renata is responsible for developing and

implementing the commercial strategy across all

NZME’s direct markets, growing market share and

delivering revenue targets.

With her extensive experience in the New Zealand

media landscape, Renata brings a wealth of

knowledge to our commercial direct team and

is well known for her expertise in building high

performing teams.

Jo Hempstead

Chief Financial Officer

Jo started as Chief Financial Officer in January 2026.

Jo brings more than two decades of financial

leadership experience across retail, technology,

and media sectors. She joins NZME from NZX

listed The Warehouse Group, where she served

as General Manager – Finance, reporting

to the Chief Financial Officer. She has led

strategic financial planning, commercial and

transformation initiatives across one of

New Zealand’s largest retailers. Her career

also includes senior finance roles at Microsoft

New Zealand and The Economist.

Murray Kirkness

Chief Content Officer

- Publishing

Murray has been Chief Content Officer

(Publishing) since June 2023, a role

encompassing the NZME Editor-in-Chief position.

Murray leads NZME’s editorial team of about 270

people nationwide to deliver high-quality, trusted

news and content across multiple channels.

Murray’s role includes growing the company’s

various digital subscription platforms such as Herald

Premium and BusinessDesk, and responsibilities

across radio news and print publications including

the NZ Herald and NZME’s regional newspapers.

Murray has extensive experience in newsrooms

across New Zealand and Australia.

NZME

executive team

26 NEW ZEALAND MEDIA AND ENTERTAINMENT

James MacAvoy
Chief Of Oneroof

James started as Chief of OneRoof in January 2026.

James brings extensive experience in digital

transformation and technology-led growth, having

held CEO and senior leadership roles across

multiple high-growth platforms including Trade Me,

Retail Works, OnSend.com, Xero and Goodnest.

His expertise spans product development, data

analytics and online customer acquisition, with

particular strength in building platforms that

connect businesses with consumers. James has

deep experience working with diverse client

audiences, having built teams and partnerships

across markets in New Zealand, Australia, the

UK and the USA, and has a proven track record

in driving operational excellence and strategic

growth in competitive digital environments.

Katie Macdiarmid

Chief Information Officer

Katie has been our Chief Information Officer since

September 2024. Prior to this she held the role

of GM Digital Products and GM Digital Business

Operations leading the design, delivery, and

operating model evolution for NZME’s digital

product experiences.

Katie has more than 25 years of experience in

technology and leadership roles across multiple

industries including media and telecommunications

in the United Kingdom and New Zealand.

Katie is responsible for leading the digital growth

of NZME, through deep audience engagement

and reader monetisation, NZME’s end-to-end

technology ecosystem and the adoption of

AI across the enterprise to maximise NZME’s

competitive advantage.

Greg McCrea

Chief Commercial Officer -

Agency

Greg has been Chief Commercial Officer – Agency

since May 2025. Previous to this Greg held the role

of Commercial Director - Agency and Strategic

Accounts.

Greg is responsible for all agency revenue and national

strategic accounts, as well as overseeing trading and

investment across those portfolios.

Greg has many years of senior sales experience,

including nine years at News Corp Australia in Sydney.

Chris Wallace

Chief People Officer

Chris has been our Chief People Officer, joining in

April 2024.

Chris brings extensive HR, strategy and operations

experience from roles across New Zealand and

internationally, including Air New Zealand,

Westpac, Samsung Electronics and Bank of China.

He specialises in leading dynamic organisations

with a people focus on diversity, development

and engagement.

As Chief People Officer, Chris leads our Culture

and Performance team, overseeing HR, wellness,

health and safety, property and facilities,

recruitment, employer brand, and learning

and development initiatives.

Matt Wilson

Chief Publishing Officer

Matt has been our Chief Publishing Officer since

December 2025. In his role he is responsible for

the digital and print operations of the Publishing

division.

Prior to that he was our Chief Operations Officer.

His passion for media has resulted in over three

decades of experience working across NZME’s

newspaper brands, including finance roles in

print, commercial, content and corporate through

to leading the newspaper sales, print and NZ

Herald product functions.

Matt has a strong passion for the industry

and serves on Print NZ and News Publishers’

Association (NPA) boards.

Matt’s focus on operating performance has

driven a strong passion for NZME's people,

their engagement and the culture fostered

in the company.

Jason Winstanley

Chief Audio Officer

Jason has been Chief Audio Officer

since 2021, building on nearly 20 years of

radio leadership within NZME. With one of New

Zealand's most comprehensive radio leadership

backgrounds, he has successfully led multiple

music brands, including five years as Content

Director of The Hits before heading Newstalk

ZB, where he drove record audience growth and

commercial success.

As Chief Audio Officer, Jason leads NZME's

radio and digital audio strategy, focusing on

the iHeartRadio streaming platform and NZME

Podcast Network. Under his leadership, NZME has

emerged as New Zealand's leader in local digital

audio content and commercial opportunities,

while his empowering leadership style drives

innovation across our audio platforms.

ANNUAL REPORT 2025 27

GOVERNANCE FRAMEWORK
NZME Limited (“the Company”) is listed on the NZX

Main Board and has a Foreign Exempt Listing on

the ASX (both under the ticker code “NZM”). The

ASX Foreign Exempt Listing category is based on

a principle of substituted compliance recognising

that, for secondary listings, the primary regulatory

role and oversight rests with the home exchange

and the supervisory regulator in that jurisdiction.

As such, the company is required to comply with a

limited set of ASX Listing Rules.

The Company’s Corporate governance

framework, as described in this section, therefore

primarily takes into consideration contemporary

standards in New Zealand, incorporating the NZX

Corporate governance Code (“NZX Code”).

NZME Limited and its subsidiary companies

(“the Group”) is committed to having a strong

governance framework and therefore complies

with the recommendations of the NZX Code

(unless specifically stated otherwise).

Recommendation 8.5 of the NZX Corporate

Governance Code recommends that a board of

an NZX listed issuer ensure that a notice of annual

meeting is posted on the issuer’s website at least

twenty (20) working days prior to the meeting.

The Notice of Meeting for the 2025 Annual

Shareholders’ Meeting (“ASM”) was released to

shareholders ten (10) working days prior to the

2025 meeting. This was due to change to the

closing date of director nominations for the ASM,

following the Board’s decision on 31 March 2025

to re-schedule the ASM.

The Corporate Governance policies referred to

in this section reflect the Group’s governance

framework as at 31 December 2025 (unless

otherwise stated) and are available on the

Company’s website. The Board of the Company has

approved this Corporate Governance statement.

PRINCIPLE 1

CODE OF ETHICAL BEHAVIOUR

Directors should set high standards of ethical

behaviour, model this behaviour and hold

management accountable for these standards

being followed throughout the organisation.

Code of Conduct & Ethics

The Company’s Code of Conduct & Ethics

governs the Company and its subsidiaries’

commercial operations and the conduct of

directors, employees, consultants and all other

people when they represent the Company and

its subsidiaries. The Code of Conduct & Ethics

comprises certain fundamental principles and

demonstrates the high standards of conduct

expected of us. The current Code of Conduct &

Ethics was updated in June 2023.

Reporting of breaches of the Code is encouraged

and steps for doing so are set out in the Code of

Conduct & Ethics and the Whistleblower Policy.

The Company has provided training on the Code

of Conduct & Ethics in the form of online training

emailed to all staff.

The Company also has an Editorial Code of

Ethics which was reviewed by the Editorial

Advisory Board, in partnership with NZME

editorial leadership, in 2025, with resulting

Corporate

governance

28 NEW ZEALAND MEDIA AND ENTERTAINMENT

recommendations to be considered by the NZME
Board in 2026. This Code is published on the

Company’s website and highlights the Group’s

principal responsibility to the truth – and to its

communities and audiences – and the Group’s

commitment to journalism of the highest quality

possible that earns the trust of its audiences. The

Code states the Group’s belief that freedom of

the press and dissemination of editorial content is

a cornerstone of a healthy, thriving democracy.

The Code includes the Group’s responsibilities

in relation to accuracy, independence, opinion,

editing, diversity, conduct and integrity.

Securities Trading Policy

The Securities Trading Policy, which was reviewed

and updated based on best practice in 2025 and

is available on the Company’s website, details

the Company’s trading policy and guidelines,

including trading restrictions on dealing in the

Company’s quoted financial products. This policy

applies to the directors and all employees and

contractors of the Group.

The Securities Trading Policy places additional

trading restrictions on the directors of the

Company, the Chief Executive Officer (“CEO”)

and their direct reports (and employees reporting

directly to them), all administrative staff of the CEO

and direct reports referred to above and anyone

else notified by NZME’s General Counsel.

PRINCIPLE 2

BOARD COMPOSITION

& PERFORMANCE

To ensure an effective Board, there should be

a balance of independence, skills, knowledge,

experience and perspectives.

Role of the Board and Board Charter

The business and affairs of the Company is managed

under the direction and supervision of the Board

currently comprised (and as at 31 December 2025 was

comprised) of independent director and Chairman,

Steven Joyce, non-independent director Jim Grenon

and independent directors; Carol Campbell, Sussan

Turner, Guy Horrocks and Bowen Pan. Steven Joyce

and Jim Grenon were elected on 3 June 2025, and

Bowen Pan was appointed on 13 June 2025. The

directors acknowledge their duty to act in good faith

and in the best interests of the Company. Steven

Joyce was confirmed as chair on 3 June 2025.

The objective of the Company is to generate

growth, corporate profit and shareholder gain

from the activities of the Group. In pursuing this

objective, the role of the Board is to assume

accountability for the success of the Company

by taking overall responsibility for the strategic

direction and monitoring of operational

management of the Group in accordance with

good corporate governance principles. More

details regarding the main functions of the Board

and the distinction from the roles of management

can be found in the Board Charter available on the

Company’s website.

Barbara Chapman resigned as Chair and director

on 3 June 2025 and David Gibson resigned as

director on 14 April 2025.

Director Nomination and Appointment

Directors are appointed by the Company’s

shareholders, with rotation and retirement being

determined by the Company’s constitution.

The Board may appoint directors. Directors

appointed by the Board are required to retire and

stand for election at the first annual shareholders’

meeting after their appointment. The People,

Remuneration and Nominations Committee

recommends to the Board potential candidates

for appointment as directors. The Committee

follows the nomination and appointment

processes set out in the People, Remuneration

and Nominations Committee Charter available

on the Company’s website.

The Company enters into written agreements with

each newly appointed director establishing the

terms of their appointment.

Director Independence and Profiles

With the exception of Jim Grenon, all of the

Company’s directors, including the Chair,

are independent directors for the purposes

of the NZX Listing Rules as none of them are

executives of the Company or have direct or

indirect interests, positions, associations or

relationships that could reasonably influence,

or could reasonably be perceived to influence,

in a material way, their capacity to bring an

independent view to decisions, act in best

interests or represent the interests of the

Company’s financial product holders generally.

ANNUAL REPORT 2025 29

Continued
Corporate governance

In its determination of the directors'

independence, the Board has considered (among

other factors), the factors in table 2.4 of the

NZX Corporate Governance Code and with the

exception of Jim Grenon, understands none of

such factors are applicable to any director on the

Board. Prior to appointing Mr Grenon, the Board

determined that Mr Grenon did not qualify as an

independent director for the purposes of the NZX

Listing Rules as he is a substantial product holder

of NZME, which is a “Disqualifying Relationship”

under the NZX Listing Rules and a factor in table

2.4 of the NZX Corporate Governance Code.

The profile for each director is available on the

Company’s website and on page 24 - 25.

Information about director attendance at

meetings and the date of appointment of each

director is available on page 32 and page 34.

Information about director ownership interests

is set out on page 40.

Diversity and Inclusion

The Group believes in the value of a diverse and

inclusive workforce.

The Group is currently operating in accordance

with, and applying the principles of, its Diversity

and Inclusion Policy which is available on the

Company’s website.

The Board is comfortable with the Company’s

2025 performance with respect to its Diversity

and Inclusion Policy and objectives but notes the

ongoing nature of efforts to meet those objectives.

The table below includes the quantitative breakdown

as to the gender composition of the Group’s

Board and Officers as at 31 December 2025, in

accordance with the NZX listing rules.

As atBoardOfficers

1

MaleFemale

Gender

Diverse

MaleFemale

Gender

Diverse

31 December 2025420730

31 December 2024230620

31 December 2023230430

Director Access to Training, Information

and Advice

On appointment the Company’s directors are

offered induction training as to their responsibilities

and to enable the director to become familiar

with the Company’s operations and sites. Further

training on pertinent topics is provided to the Board

during the year.

All directors have access to the advice and

assistance of the General Counsel on the Board’s

affairs and governance matters. In addition, all

directors may access such information and seek

independent advice to the extent they consider it

necessary to fulfil their duties and responsibilities.

Performance Review

The Chair meets annually with directors of

the Company to discuss their performance.

The Board reviews its performance as a whole,

and the performance of its committees, on an

annual basis. The Board may choose to use

external facilitators, where appropriate, to

assist with reviewing the performance of

directors, the Board and its Committees.

1 The term ‘Officer’ is defined in the NZX Listing Rules as a person, however designated, who is concerned or takes part in the

management of the Issuer’s business, and reports directly to (i) the Board or (ii) a person who reports to the Board. NZME has

interpreted this to mean the Chief Executive and any person reporting to the Chief Executive or the Board directly. The numbers

above therefore include the CEO and other members of the Group Executive Team.

30 NEW ZEALAND MEDIA AND ENTERTAINMENT

PRINCIPLE 3
BOARD COMMITTEES

The Board should use committees where this

will enhance its effectiveness in key areas, while

retaining Board responsibility.

The Board has two standing Committees; the Audit

and Risk Committee and the People, Remuneration

and Nominations Committee, to assist in carrying

out its responsibilities. The Committees operate

under Board approved charters which are

available on the Company’s website. The Board

may establish other committees from time to time

to deal with specific projects or matters relating

to the Company’s various activities. All Board

directors may, but are not required to, attend the

meetings of Committees that they have not been

appointed to.

The Board does not have a separate Health and

Safety Committee, but Health and Safety is

considered by the full Board.

The Board did not identify a need for any other

standing Board committees during the year

ended 31 December 2025.

In addition to Board Committees, the Board

also established the Editorial Advisory Board

in August 2025. The Editorial Advisory Board

is a non-executive advisory body, providing

independent counsel to the Chief Content

Officer and the NZME Board on editorial

standards, audience development and digital

transformation initiatives.

The Company also has an NZME Takeover Response

Manual (not publicly available) as recommended by

Recommendation 3.6 of the NZX Code.

Audit and Risk Committee

The Committee consists of two independent

directors and one non-independent director

(one of whom has an accounting and financial

background). The functions of the Audit and Risk

Committee are to:

• Review, consider and if necessary, investigate

any reports or findings arising from any audit

function either internally or externally;

• Evaluate financial information and climate

reporting submitted to it, along with relevant

policies and procedures; and

• Assess the effectiveness of risk management

throughout the Group.

The Committee is also responsible for

communicating and engaging with the external

auditors and for oversight and review of the risk

management framework. For further information,

also refer to the Committee’s charter which is

available on the Company’s website.

As at 31 December 2025, Board Chair and

independent director Steven Joyce and non-

independent director Jim Grenon were members

of the Audit and Risk Committee and the

Committee was chaired by independent director

Carol Campbell. Employees and external parties

may attend meetings of the Committee at the

invitation of the Audit and Risk Committee.

People, Remuneration and Nominations

Committee

The People, Remuneration and Nominations

Committee ensures that remuneration policies

and practices are consistent with the strategic

goals of the Group and are relevant to the

achievement of those goals. The Committee

also reviews the remuneration of the CEO and,

in consultation with the CEO, the remuneration

packages of members of the Group Executive

Team reporting directly to the CEO.

The People, Remuneration and Nominations

Committee also makes recommendations to the

Board regarding the composition of the Board,

filling of vacancies, appointing additional directors

to the Board, and to review and adopt Corporate

governance policies and practices which reflect

contemporary standards in New Zealand,

incorporating principles and guidelines issued

by the Financial Markets Authority and the NZX.

For further information, refer to the Committee’s

charter available on the Company’s website.

This charter was updated to reflect current best

practice in August 2023 and was reviewed in 2025.

As at 31 December 2025, Board Chair and

independent director Steven Joyce, independent

director Guy Horrocks and non-independent

director Jim Grenon were members of the People,

Remuneration and Nominations Committee and

the Committee was chaired by independent

director Sussan Turner. Employees and external

parties may attend meetings of the Committee

at the invitation of the People, Remuneration and

Nominations Committee.

ANNUAL REPORT 2025 31

Board & Committee Attendance 1 January 2025 to 31 December 2025
Attendance of meetings reflects the Directors' time in office.

Director BoardAudit and Risk

People, Remuneration

and Nominations

Steven Joyce***7 of 73 of 33 of 3

Carol Campbell28 of 304 of 4N/A

Jim Grenon***7 of 73 of 33 of 3

Guy Horrocks27 of 30N/A4 of 4

Bowen Pan***7 of 7N/AN/A

Sussan Turner30 of 30N/A4 of 4

Barbara Chapman*22 of 221 of 11 of 1

David Gibson**14 of 151 of 11 of 1

* Resigned as Chair and director on 3 June 2025.

** Resigned as director on 14 April 2025.

*** Joined the NZME Board June 2025.

PRINCIPLE 4

REPORTING & DISCLOSURE

The Board should demand integrity in financial

and non-financial reporting, and in the

timeliness and balance of corporate disclosures.

Market Disclosure Policy

The Board has policies and procedures in place

to keep investors and staff informed of material

information about the Company and to ensure

compliance with the continuous disclosure

obligations under the Financial Markets Conduct

Act 2013 and the NZX Listing Rules.

The Market Disclosure Policy (available on the

Company’s website) is designed to ensure that:

• There is full and timely disclosure of the

Company’s activities and price sensitive

information to shareholders and the market; and

• All stakeholders (including shareholders,

the market and other interested parties) have an

equal opportunity to receive and obtain externally

available information issued by the Company.

The Company will immediately notify the market

of any material information concerning the

Company in accordance with legislative and

regulatory disclosure requirements.

Corporate governance documents

The following documents have been adopted

by the Company and are available on the

Company’s website under the Corporate

governance section:

• Company Constitution

• Board Charter

• Code of Conduct & Ethics

• Remuneration Policy

• Diversity and Inclusion Policy

• Editorial Code of Ethics

• Fraud Policy

• Market Disclosure Policy

• Whistleblower Policy

Continued

Corporate governance

32 NEW ZEALAND MEDIA AND ENTERTAINMENT

• Securities Trading Policy
• Audit and Risk Committee Charter

• People, Remuneration and Nominations

Committee Charter

• Editorial Advisory Board Policy

• OneRoof Advisory Board Policy

• Risk Management Policy

• Health and Safety Policy

• Modern Slavery Statement (pursuant to

Australian legislation)

Financial Reporting and Disclosure

The Company is committed to providing financial

reporting that is balanced, clear and objective.

The Audit and Risk Committee oversees the

quality, integrity and timeliness of external

financial reporting. The Group’s Consolidated

Financial Statements for the year ended

31 December 2025 are set out on pages 46 - 95.

Also refer to the reports from the Chair and the

CEO in this Annual Report and the NZME Full

Year 2025 Results Presentation (available on the

Company’s website) for additional information.

The Group’s Consolidated Financial Statements

are audited by the Company’s external auditor,

PricewaterhouseCoopers.

Non-Financial Reporting and Disclosure

The Company provides non-financial disclosures

relating to health and safety, risk management

and sustainability, including its interaction with its

communities, people and environment – see the

Group’s Sustainability Commitment on page 16.

Non-financial information included in this Annual

Report and other non-financial disclosures

reported by the Company that have not been

audited or the subject of external assurance

are internally verified and checked by the

Company’s management team, compared to the

previous reporting period and cross- checked

against other data.

PRINCIPLE 5

REMUNERATION

The remuneration of directors and executives

should be transparent, fair and reasonable.

Remuneration Policy

The Company’s Remuneration Policy (available on

its website) outlines the Company’s approach to

the remuneration of its directors and executives.

The People, Remuneration & Nominations

Committee is responsible for reviewing non-

executive directors’ remuneration and benefits.

The pool available to be paid to non-executive

directors is subject to shareholder approval and

is currently fixed at $900,000 per annum (as

set out in the Explanatory Memorandum for the

Demerger of NZME by APN dated 11 May 2016).

The levels of fixed fees payable to non-executive

directors reflects the time commitment

and responsibilities of the role. The People,

Remuneration & Nominations Committee

obtains independent advice, as necessary, and

considers the results of market comparison and

a benchmarking assessment in setting the fixed

fees payable to non-executive directors.

While the Company does not pay equity-based

remuneration to its non-executive directors, it

encourages those directors to hold shares in

the Company to better align their interests with

the interests of other shareholders. The People,

Remuneration & Nominations Committee is also

responsible for reviewing the remuneration

package of the CEO and, in consultation with the

CEO, the remuneration packages of members of

the Group Executive Team reporting directly to

the CEO.

The Company conducts external benchmarking

analysis to determine the market rate for a

role. The Company provides a combination of

cash and non-cash benefits and takes a total

remuneration approach. The Company reviews

remuneration with the objective of achieving pay

equality, including by gender.

Directors’ Remuneration:

The fees paid to each director depend on the duties

of the director, including committee work. The

current fees per annum for 2025 were as follows:

ANNUAL REPORT 2025 33

1 January 2025 to 31 December 2025
Fees ($)

Chairman of the NZME Board175,100

Membership of the NZME Board103,000

Chairman of NZME Board Committees20,600

Chairman of OneRoof Advisory Committee (from 1-9-25)20,600

Membership of NZME Board Committees10,300

Membership of OneRoof Advisory Committee (to 31-8-25)7,725

Membership of OneRoof Advisory Committee (from 1-9-25)10,300

Total fees paid to each director and former director during 2025 are shown in the following table:

Date

appointed

Date

resigned

Chairman

of the

Board ($)

Board

Member

($)

Committee

Chair ($)

Committee

Member ($)

Advisory

Board

($)

Total

($)

Steven

Joyce

3 June 2025-101,169--11,330-112,499

Carol

Campbell

24 June 2016--103,00020,600--123,600

Jim

Grenon

3 June 2025-59,511-11,330-70,841

Guy

Horrocks

8 February 2021--103,000-10,3008,583121,883

Bowen

Pan

13 June 2025--56,650--8,54065,190

Sussan

Turner

16 July 2018--103,00013,7913,4338,583128,807

Barbara

Chapman

18 April 20183 June 202574,418--4,377-78,795

David

Gibson

8 December 201714 April 2025-30,0386,0083,004-39,050

Total fees paid 2025740,666

In October 2024, in the recommendation of

the People, Remuneration and Nominations

Committee, the Board resolved to approve a 3%

increase to all current Director fees (including

Chairman, Director and Committee fees), effective

1 January 2025. There has been no change to

the Directors' fee pool. In addition to the fees

noted in the table above, Bowen Pan was paid a

gross amount of $51,200 in 2025 for additional

consulting services provided to OneRoof.

BMS Risk was appointed as NZME’s Insurance

Broker on 22 August 2025. Steven Joyce declared

his role as an adviser to BMS Risk at the time and

did not take part in the decision to appoint them.

Directors are also entitled to be reimbursed for

all reasonable travel, accommodation and other

costs incurred by them in connection with their

attendance at Company Board or shareholder

meetings or otherwise in connection with

Company business. Any such amounts are

not included in the table above.

Continued

Corporate governance

34 NEW ZEALAND MEDIA AND ENTERTAINMENT

Chief Executive Officer’s Remuneration
Ye a r

Salary

A

Benefits

B

SubtotalBonus

C

Shares

(TIP)

D

Subtotal

Remuneration

(paid)

2025809,822 34,436 844,258 338,044 - 338,044 1,182,302

2024872,859 26,186 899,045 - 992,428 992,428 1,891,473

Five Year Summary - CEO Remuneration (earned)

Ye a r

Salary and

benefits

AB

Bonus

(STI)

E

Shares

(STI)

F

STI

Subtotal

Shares

LTIP

G

Total

Remuneration

(earned)

Percentage

STI against

maximum

H

2025844,258 240,894 172,067 412,961 1,257,219 61.2%

2024899,045 338,044 241,460 579,504 1,478,549 56.7%

2023908,848 - - - 908,848 -

2022919,732 318,906 471,707 790,613 1,710,345 80.5%

2021886,906 428,820 428,820 428,820 1,744,546 76.4%

A

Salary includes normal basic salary and paid leave.

B

Benefits relate to company contributions to KiwiSaver.

C

Bonus payments are those paid during the current accounting period and excludes any bonus accrual not yet paid.

D

Shares (TIP) includes the gross benefit of the rights issued including PAYE payable in relation to the benefit paid.

No shares were issued during 2025. For the 2024 year this relates to shares issued on 31 December 2024 in relation

to the 2021 Total incentive Plan ("TIP") and shares issued in relation to the 2022 short term incentive. The 2021 TIP

shares were originally valued based on a share price of $0.737 but were valued at $1.06 at the time of issue and

accordingly the higher value is recorded as remuneration for the year.

E

Bonus payments earned for the year.

F

Since 2022 the incentive scheme has a portion of the short term incentive which is in the form of performance

rights which vest 12 months after the conclusion of the performance period.

G

For the 2021 TIP scheme the rights vested in 2022 but were issued after a two year deferral period. For the purpose

of the amount earned the shares are valued at the price in the time of the scheme invitation. During the period from

vesting to being exercised additional rights were awarded for dividends foregone during this period.

H

Value of bonus and rights awarded for the year as a percentage of the maximum award available.

Shares and Rights

Michael Boggs held 2,988,774 shares in the

company as at 31 December 2025 with an additional

157,833 shares issued to him on 5 January 2026 in

respect of the Group's Total Incentive Plan ("TIP")

and the short term incentive component of the

2024 TIP. In addition to the remuneration disclosed

above, as at 23 February 2026, Michael Boggs held

1,141,988 performance rights issued to him under the

various TIP schemes. Please refer to note 4.3 of the

Consolidated Financial Statements for a summary

of the TIP and the performance criteria used to

determine performance based payments.

Employee Remuneration

The Group paid remuneration including

benefits in excess of $100,000 to employees

(other than directors) during the year ended

31 December 2025. The salary banding for

these employees are disclosed in the following

table (bands with zero number of employees

have been excluded).

ANNUAL REPORT 2025 35

Remuneration AmountEmployeesRemuneration AmountEmployees
$100,001 - $110,00082$280,001 - $290,0004

$110,001 - $120,00061$290,001 - $300,0002

$120,001 - $130,00067$300,001 - $310,0004

$130,001 - $140,00045$310,001 - $320,0003

$140,001 - $150,00035$320,001 - $330,0003

$150,001 - $160,00036$330,001 - $340,0001

$160,001 - $170,00023$340,001 - $350,0004

$170,001 - $180,00019$350,001 - $360,0001

$180,001 - $190,00032$360,001 - $370,0002

$190,001 - $200,0009$390,001 - $400,0002

$200,001 - $210,0008$400,001 - $410,0002

$210,001 - $220,0008$410,001 - $420,0003

$220,001 - $230,0008$430,001 - $440,0001

$230,001 - $240,00012$480,001 - $490,0002

$240,001 - $250,0008$490,001 - $500,0001

$250,001 - $260,0004$510,001 - $520,0002

$260,001 - $270,0006$660,001 - $670,0001

$270,001 - $280,0005$1,180,001 - $1,190,0001

Total number of employees that were paid remuneration of $100,000+507

The remuneration above includes all remuneration paid to permanent employees, including fixed

remuneration, employer KiwiSaver contributions, medical aid contributions, bonuses, commission,

settlements and redundancies.

PRINCIPLE 6

RISK MANAGEMENT

Directors should have a sound understanding of

the material risks faced by the issuer and how to

manage them. The Board should regularly verify

that the issuer has appropriate processes that

identify and manage potential and material risks.

Risk Management Framework

The Audit and Risk Committee is responsible

for the oversight and independent review of the

Group’s risk management framework, including:

• Review and approval of the risk

management policy;

• Receiving and considering reports

on risk management;

• Assessing the effectiveness of the Group’s

responses to risk; and

• Providing the Board with regular reports

on risk management.

The Group has a formal Risk Management

Policy (available on the Company’s website)

and is committed to the consistent, proactive

and effective monitoring and management of

risk throughout the Group, in accordance with

best practice and the NZME Risk Management

Framework and Guidelines.

The Board is ultimately responsible for the

effectiveness, oversight and implementation

of the Group’s approach to risk management.

Continued

Corporate governance

36 NEW ZEALAND MEDIA AND ENTERTAINMENT

The CEO is responsible for:
• The management of strategic, operational and

financial risk of the Group;

• Continually monitoring the Group’s progress

against financial and operational performance

targets;

• The day-to-day identification, assessment and

management of risks applicable to the Group;

• Implementation of risk management controls,

processes, policies and procedures appropriate

for the Group; and

• Driving a culture of risk management

throughout the Group.

The Company’s Risk Committee (a management

committee) acts as a governance forum to assist

the CEO and the Group Executive Team in fulfilling

their Corporate governance responsibilities.

This Committee provides assurance that the

following aspects are managed appropriately:

• Strategic and operational risk management;

• Workplace health and safety matters;

• Legal, regulatory and policy compliance;

• Technology and security matters;

• Climate related risk; and

• Business continuity planning.

The Group is a diversified media company and is

subject to diverse types of risk including, but not

limited to cyber security, legal and regulatory

compliance, financial and market, climate risk,

government policy and political, reputation and

brand, operational risks and trading conditions.

The Group recognises that in order to achieve

its strategic objectives it must be willing to take

and accept informed risks. Taking risks relating

to innovation, attracting and retaining talent,

and content to drive audiences and address

the needs of advertisers is encouraged within

defined parameters. However, the Group does

not trade off financial or strategic returns

by compromising compliance with the law,

the safety of its people, or its reputation as

a responsible corporate citizen and trusted

provider of news, sport and entertainment.

When setting the appetite for taking and

accepting risk, the Group also considers the risk

posed by inaction in what is a fast-paced and

disrupted market.

The Group’s approach to risk management is

assessed at least annually by the Audit and Risk

Committee, which makes a recommendation

to the Board on the appropriateness of the

Company’s Risk Management Framework

and Guidelines.

For additional information on financial risks, also

refer to note 4.7 of the Consolidated Financial

Statements.

Health and Safety

The NZME Board Charter states that the

role of the Board includes ensuring that the

Group’s health and safety practices and culture

comply with legal requirements, reflect best

practice, and are recognised by employees and

contractors as key priorities for the Group.

The Group does not have a separate Board-level

Health and Safety Committee, as health and

safety is a standing item on every Board agenda.

The Health and Safety Policy (available on the

Company’s website), which was reviewed and

updated based on best practice in 2025, sets

out the Company’s health and safety principles

and explains that the Board regularly monitors

key health and safety performance indicators,

the effectiveness of the Company’s health and

safety system and the controls that are in place

to manage the risks that arise from the Group’s

operations.

Health and safety continues to be a core priority

for NZME and is reflected on the Company’s

Risk Register. The Company’s annual Health

and Safety Plan outlines the key projects and

objectives for each year, ensuring appropriate

focus and resourcing is directed to the most

significant risks.

Critical health and safety risks are captured in a

dedicated Health and Safety Risk Register, which

is reviewed and monitored by the Risk Committee.

The Risk Committee meets monthly to assess

performance, trends, and updates, and reports key

matters and progress against the annual Health

and Safety Plan directly to the Board.

ANNUAL REPORT 2025 37

Throughout 2025, the Group’s primary health
and safety focus was on strengthening the

management of the Group’s critical risks,

including a comprehensive review of our risk

management processes. Given that engagement

with members of the public remains a key risk

area for the Group an extensive security review

across all Group premises was conducted

during 2025. As a result, controlled entry points

were installed at every Group site to enhance

employee safety and security.

An internal health and safety audit was also

completed at the Company’s Ellerslie Print

Plant, which identified only minor opportunities

for improvement relating to maintenance,

housekeeping and radio communication

updates. All audit recommendations have since

been actioned.

Employee wellbeing remains a core priority for

the Company, particularly for journalists working

on sensitive and distressing stories. During

2025, targeted mental wellbeing initiatives

were delivered, including specialist training to

support grief-focused reporting.

Health and safety leadership is provided by

the Culture and Performance team, supported

by a full-time Health, Safety and Compliance

Manager. Engagement levels are monitored

using the Group’s engagement tool, HearMe,

which gathers employee feedback on the

effectiveness of health and safety initiatives and

identifies areas for improvement.

Health and safety training is embedded in

the Group’s staff induction programme and

reinforced through a range of workshops aimed

at strengthening understanding of the Group’s

obligations, critical risks, and the resources

available to support safe work practices.

To ensure meaningful worker involvement, the

Group maintains multiple Health and Safety

Committees across the country. Health and

safety performance and updates are cascaded

throughout the Group via leadership meetings

and internal communications. In addition,

the Group is supported by trained wellbeing

advocates who provide confidential guidance

and support to employees where required.

PRINCIPLE 7

AUDITORS

The Board should ensure the quality and

independence of the external audit process.

Refer to note 2.2.4 of the Consolidated Financial

Statements for fees paid to the auditors,

PricewaterhouseCoopers, for the year ended 31

December 2025.

The Audit and Risk Committee Charter requires

the Committee to assess:

• The independence of the auditors;

• The ability of the auditors to provide additional

services which may be occasionally required;

• The competency and reputation of the auditors;

and

• The projected audit fees.

The charter also requires the Committee to

review the appointment, performance and

remuneration of the auditors.

The Audit and Risk Committee also monitors

and approves any services provided by the

auditors other than in their statutory role and

receives confirmation from the auditors as to

their independence from the Company. This is

undertaken on a service by service basis and

assesses whether the service is permissible

under Professional and Ethical Standard 1 (“PES

1”) issued by the New Zealand Auditing and

Assurance Standards Board, ensuring that any

potential threat to independence is identified

and appropriate safeguards to eliminate the

threat or reduce the threat to an acceptable level

are established. The Audit and Risk Committee

also receives an annual confirmation from

the auditor as to their independence from the

Group. The auditor is also required to provide

the Audit and Risk Committee with a detailed

analysis of fees relating to non-audit services

provided during the year, including a description

of potential threats to their independence and

the applicable safeguards implemented by

the auditor and Group to either mitigate those

threats or reduce them to an acceptable level

as required by PES 1.

Continued

Corporate governance

38 NEW ZEALAND MEDIA AND ENTERTAINMENT

The Audit and Risk Committee takes the nature of
the services provided, the quantum of the fee, the

reason for the additional services and whether

the services are likely to be one-off or repetitive

in nature into consideration when evaluating and

concluding on auditor independence.

The Company requires the external auditor

to attend the Annual Shareholders’ Meeting

to answer questions from shareholders in

relation to the audit. The Group’s auditor,

PricewaterhouseCoopers, attended the last

Annual Shareholders’ Meeting on 3 June 2025.

Internal Audit

The Audit and Risk Committee is responsible

for reviewing the integrity and effectiveness

of the internal audit function. NZME operates

a co-sourced internal audit programme that

utilises a mix of self-certifications, scheduled

control testing by Group Financial Services,

ad hoc assignments, investigations by risk and

compliance personnel and a structured internal

audit programme executed by an external firm.

Any reporting from external parties is presented

to the Audit and Risk Committee and any

significant findings from other internal activities

are reported to the Audit and Risk Committee.

PRINCIPLE 8

SHAREHOLDER RIGHTS

& RELATIONS

The Board should respect the rights of

shareholders and foster constructive

relationships with shareholders that encourage

them to engage with the issuer.

In addition to holding its Annual Shareholders’

Meeting, the Company seeks to regularly engage

with shareholders to ensure they are informed

about its activities and the progress against its

stated priorities.

The Company website has a dedicated Investor

Relations section containing NZX / ASX

announcements, presentations and webcasts,

financial reports, frequently asked questions

and other information that might be useful to

Company shareholders.

The share registry is maintained by MUFG

Corporate Markets and its contact details are

available under the Investor Relations section of

the Company’s website. Shareholders can elect

to receive communications electronically.

Following each results announcement, NZME

holds an investor call to present the results

and to allow investors to ask questions. This

is usually followed by an investor roadshow

during which the CEO and other members

of the Executive team to meet with as many

shareholders as possible.

Shareholders are entitled to exercise their voting

rights as provided for under the applicable

legislation and listing rules.

In order for shareholders to fully participate

in shareholder meetings, the Board aims to

distribute a notice of shareholder meeting as

soon as possible and at least 20 working days

prior to any shareholder meeting.

ANNUAL REPORT 2025 39

Interest Register Entries
In accordance with section 211(1)(e) of the Companies Act 1993, particulars of general disclosures

of interest in the Interest Register of NZME for current directors are set out in the table below.

Director PositionCompany

Steven JoyceDirectorWinton Land Limited

DirectorThe Icehouse Limited

DirectorIcehouse Ventures Limited

DirectorFoodstuffs North Island Limited

Director and shareholderJoyce Advisory Limited

Independent Board AdvisorBMS Risk Limited

Independent Board AdvisorRCP New Zealand Ltd

DirectorRangitopuni Investments Ltd

Carol CampbellDirectorT&G Global Limited

DirectorAsset Plus Limited

DirectorChubb Insurance New Zealand Limited

Jim GrenonDirector and shareholderJTG 4 Limited

ShareholderThe Centrist Limited

Guy HorrocksShareholderSolve Data Inc.

DirectorNew Zealand Mint Limited

Advisor to Board and ShareholderTracksuit Limited

ShareholderSetpoint Technologies Inc.

Shareholder and advisorEASYRENT, Inc.

DirectorJade Software Corporation Limited

Advisor to Board and ShareholderNew & Improved, LLC

Advisor to Board and ShareholderAether Group Limited

Chairman and directorKEA – Kiwi Expats Association Limited

ShareholderIcehouse Ventures Limited

Bowen PanDirectorRedwood Pan Group Ltd

Advisory Board MemberUniversity of Auckland Business School

AdvisorNextWork Limited

AdvisorValocity Ltd

AdvisorData Insight Ltd

Sussan TurnerDirector and shareholderAspire2Group Limited

Statutory

disclosures

40 NEW ZEALAND MEDIA AND ENTERTAINMENT

Disclosures of Directors’ interests in share transactions
During 2025, the following disclosures were made in the Interests Register by Directors as to the acquisition

or disposal of relevant interests in Company shares under section 148 of the Companies Act 1993:

DirectorParticulars disclosed to the Board

Date of

Disclosure to

the Board

Jim GrenonDisclosure of shareholding acquired before appointment

on 3 June 2025: 24,430,063 shares in the Company

June 2025

Steven JoyceDisclosure of shareholding acquired before appointment

on 3 June 2025: 18,965 shares in the Company

June 2025

Jim GrenonAcquisition of 5,564,739 shares in the Company for

$6,121,212.90 consideration as disclosed to NZX and ASX

on 29 August 2025.

August 2025

Steven JoyceAcquisition of 32,000 shares in the company for

$36,070.80 consideration as disclosed to NZX and ASX on

1 September 2025.

September 2025

Bowen PanAcquisition of 86,185.34 shares in the company for

$99,113.15 consideration as disclosed to NZX and ASX

on 2 September 2025.

September 2025

Jim GrenonAcquisition of 3,700,000 shares in the company for

$4,070,000 consideration as disclosed to NZX and ASX

on 15 September 2025.

September 2025

Jim GrenonAcquisition of 1,000,000 shares in the company for

$1,100,000 consideration as disclosed to NZX and ASX

on 25 September 2025.

September 2025

Sussan TurnerAcquisition of 50,000 shares in the company for

$55,031.46 consideration as disclosed to NZX and ASX

on 29 September 2025.

September 2025

Directors’ interests in shares

Ordinary shares held by directors and parties associated with them are as follows:

Director Number of shares as at 31 December 2025

Jim Grenon34,694,802

Steven Joyce50,965

Sussan Turner50,000

Bowen Pan86,185.34

Carol Campbell150,000

Use of Company information

No notices have been received by the Board

under section 145 of the Companies Act 1993

with regard to the use of Company information

received by the Directors in their capacities

as Directors of the Company or its subsidiary

companies.

Indemnities or insurance effected for directors

In accordance with section 162 of the Companies

Act 1993 and the Company’s Constitution,

the Company has indemnified and arranged

insurance for all directors and executive officers

to the extent permitted by law for liabilities

arising out of the performance of their normal

duties as directors and officers. The total amount

of insurance for directors’ and officers’ liability

contract premiums for the period was $464,325.

ANNUAL REPORT 2025 41

SUBSIDIARY COMPANY INFORMATION
NZME’s subsidiary companies are listed at Note

6.1 of the Consolidated Financial Statements.

Directors of Subsidiary Companies

As at 31 December 2025, Michael Boggs (CEO)

and David Mackrell (CFO) were directors of the

wholly owned subsidiaries listed in Note 6.1 of the

Consolidated Financial Statements, other than

NZME Australia Pty Limited. Michael Boggs and

Mark O’Sullivan (a professional director resident

in Australia) were directors of NZME Australia Pty

Limited as at 31 December 2025. Michael Boggs

and David Mackrell were directors of the wholly-

owned subsidiary OneRoof Limited.

Other than Greg Hornblow who ceased to be a

director of OneRoof Limited on 7 November 2025 /

during the financial year ended 31 December 2025,

no other person ceased to be a director of

any of the companies listed in note 6.1 of the

Consolidated Financial Statements during the

financial year ended 31 December 2025.

Other than Mark O’Sullivan who received

A$12,000 for his services as a director of

NZME Australia Pty Limited, these directors did

not receive any fees or other benefit for their

services as directors to any of these companies.

Michael Boggs and David Mackrell received

remuneration as employees of the Company

which are not related to their duties as directors

of these companies. Greg Hornblow received

remuneration while employed by the Company

which was not related to his duties as a director

of OneRoof Limited.

Entries in interest registers of Subsidiary

Companies

For each subsidiary company in which they act

as a director Michael Boggs and David Mackrell

have made general disclosures of interests in all

other subsidiary companies as a result of their

executive positions at the Company and their

positions as directors of the other subsidiary

companies.

SHAREHOLDER INFORMATION

Substantial product holders

According to notices given to the Company

under the Financial Markets Conduct Act 2013

the following persons were substantial product

holders of the Company as at 31 December 2025.

There were 187,899,804 ordinary shares in the

Company at that date. The Company did not have

any other quoted voting products at that date.

Shareholder

Number of shares in which

relevant interest is held

Date of notice

James Grenon34,694,80225 September 2025

Osmium Partners LLC10,443,51320 August 2025

Spheria Asset Management Pty Ltd35,702,30025 March 2024

Pinnacle Investment Management

Group Limited

20,517,14726 November 2024

Continued

Statutory disclosures

42 NEW ZEALAND MEDIA AND ENTERTAINMENT

Top 20 shareholders
As at 20 February 2026

RankInvestor NameTotal Units% Issued Capital

1Citicorp Nominees Pty Limited 39,916,666 21.21

2James Grenon 34,694,702 18.44

3HSBC Custody Nominees (Australia) Limited 13,758,872 7.3 1

4Bnp Paribas Nominees Pty Ltd 8,271,308 4.40

5Bnp Paribas Nominees Pty Ltd 5,159,210 2.74

6Mmc Queen Street Nominees Ltd Acf Salt Long Short Fund 4,801,758 2.55

7FNZ Custodians Limited 4,405,122 2.34

8Accident Compensation Corporation 3,617,403 1.92

9HSBC Custody Nominees (Australia) Limited 3,219,862 1.71

10Bnp Paribas Nominees NZ Limited BPSS40 3,156,041 1.68

11Michael Raymond Boggs 3,146,607 1.67

12J P Morgan Nominees Australia Pty Limited 2,882,846 1.53

13New Zealand Depository Nominee 2,834,629 1.51

14Wairahi Investments Limited 2,700,000 1.43

15New Zealand Permanent Trustees Limited 2,650,000 1.41

16Mmc Queen Street Nominees Ltd Acf Salt Funds Management 2,504,411 1.33

17Odyls Pty Ltd 1,860,539 0.99

18Apex Custodian Nominees 1,748,758 0.93

19Bnp Paribas Noms Pty Ltd 1,352,019 0.72

20Bnp Paribas Nominees Pty Ltd 1,324,099 0.70

Total 144,004,852 76.52

ANNUAL REPORT 2025 43

Continued
Statutory disclosures

Spread of Quoted Financial Product holders

As at 20 February 2026

Range of Securities HeldHoldersHolders %Issued CapitalIssued Capital %

1-1,000 3,118 65.53 755,277 0.40

1,001-5,000 827 17.38 2,119,280 1.13

5,001-10,000 285 5.99 2,242,617 1.19

10,001-50,000 376 7.9 0 9,129,722 4.85

50,001-100,000 65 1.37 4,764,498 2.53

Greater than 100,000 87 1.83 169,170,225 89.90

Total 4,758 100.00 188,181,619 100.00

OTHER INFORMATION

Waivers from NZX

During the financial year ended 31 December 2025,

the Company was not granted any waivers from any

of the NZX Listing Rules, nor did the Company rely

on any previously granted or published waiver from

the NZX Listing Rules.

Donations

In accordance with section 211(1)(h) of the

Companies Act 1993, NZME notes that the Group

made donations of $3,046.15 during the year

ended 31 December 2025. In addition, and as

discussed elsewhere in this Annual Report (our

Sustainability Commitment), NZME regularly

donates advertising space and other services to

a number of worthwhile charities.

Credit rating

As at the date of this Annual Report NZME does

not have a credit rating.

Director appointments under the Company's

Constitution

Rule 2.4.1 of the NZX Listing Rules allows a

company to include in its Constitution a right

for a product holder to appoint a director to

the Board under certain circumstances. As at

31 December 2025, none of the Directors were

appointed pursuant to Rule 2.4.1

44 NEW ZEALAND MEDIA AND ENTERTAINMENT

ANNUAL REPORT 2025 45

Consolidated
financial statements

for the year ended 31 December 2025

46 NEW ZEALAND MEDIA AND ENTERTAINMENT

*The notes to the financial statements have been grouped into nine sections; aimed at
grouping items of a similar nature together. The basis of preparation section presents

a summary of material accounting policies and other general information that are

necessary to understand the basis on which these consolidated financial statements

have been prepared. Accounting policies specific to a particular note are included

in that note and are boxed for ease of reference. Material accounting estimates and

judgements relevant to a particular note are also included in the relevant note, and are

clearly marked as such. A summary of the material judgements and estimates is also

included under the basis of preparation section on pages 53 to 54.

Contents

Directors' statement 48

Consolidated statement of profit or loss 49

and other comprehensive income

Consolidated balance sheet 50

Consolidated statement of changes in equity 51

Consolidated statement of cash flows 52

Notes to the consolidated financial statements*

1.0 Basis of preparation 53

2.0 Group performance 55

3.0 Operating assets and liabilities 62

4.0 Capital management 76

5.0 Taxation 89

6.0 Group structure and investments in other entities 92

7.0 Related parties 95

8.0 Commitments and contingent liabilities 95

9.0 Subsequent events 95

Independent auditor's report 96

ANNUAL REPORT 2025 47

Directors'
statement

The Directors are pleased to present the consolidated financial statements of NZME Limited

(the "Company") and its subsidiaries (together the "Group") for the year ended 31 December 2025,

incorporating the consolidated financial statements and the independent auditor's report.

The Directors are responsible, on behalf of the Company, for presenting these consolidated

financial statements in accordance with applicable New Zealand legislation and generally

acceptable accounting practices in New Zealand in order to present consolidated financial

statements that present fairly, in all material respects, the financial position of the Group as

at 31 December 2025 and the results of the Group's operations and cash flows for the year

then ended.

The consolidated financial statements for the Group as presented on pages 49 to 95 are signed

on behalf of the Board of Directors, and are authorised for issue on the date below.

For and on behalf of the Board of Directors


Steven Joyce Carol Campbell

Chairman Director



Date: 23 February 2026

48 NEW ZEALAND MEDIA AND ENTERTAINMENT

Note
2025

$’000

2024

$’000

Revenue2.1

341,279

345,924

Finance and other income2.1

4,271

4,709

Total revenue and other income

2.1

345,550

350,633

People costs

(145,395)

(149,777)

Print and distribution

(47,160)

(51,826)

Selling and marketing

(40,175)

(39,328)

Content

(20,434)

(21,250)

Property

( 7,6 8 5)

( 7,479)

Third party fulfillment costs

(3,023)

(4,737)

Technology and communications

(11,477)

(11,826)

Other expenses

(13,939)

(14,283)

Expenses from operations before finance costs, depreciation,

amortisation and impairment

(289,288)

(300,506)

Depreciation and amortisation2.2.2

(30,959)

(29,886)

Finance costs2.2.3

(6,664)

( 7,8 0 0)

Share of joint ventures and associates net loss after tax6.2.2

-

(210)

Impairment of intangible assets3.1.1

-

(24,000)

Impairment of equity accounted investments6.2.2

-

(733)

Profit / (loss) before income tax expense 18,639

(12,502)

Income tax expense5.1

(5,552)

(3,538)

Net profit / (loss) after tax13,087

(16,040)

Other comprehensive income

Items that may be reclassified to profit or loss

Net exchange differences on translation of foreign operations

8

6

Items that will not be reclassified to profit or loss

Revaluation of freehold land and buildings

-

353

Other comprehensive income net of taxation8

359

Total comprehensive income / (loss)13,095

(15,681)

Profit / (loss) for the year is attributable to:

Owners of the Company

13,087

(16,040)

Total comprehensive income / (loss) is attributable to:

Owners of the Company

13,095

(15,681)

CentsCents

Earnings per share attributable to the ordinary shareholders

of the Company

Basic earnings / (loss) per share2.3

6.96

(8.59)

Diluted earnings / (loss) per share2.3

6.90

(8.50)

Consolidated statement of profit or loss

and other comprehensive income

for the year ended 31 December 2025

ANNUAL REPORT 2025 49

as at 31 December 2025
Consolidated

balance sheet

Note

2025

$’000

2024

$’000

Current assets

Cash and cash equivalents4.5

8,804

4,641

Trade and other receivables3.4

40,060

41,485

Inventories3.5

1,627

2,496

Income tax receivable

28

2,524

Total current assets50,519

51,146

Non-current assets

Intangible assets3.1

110,235

115,841

Property, plant and equipment3.2

15,711

18,218

Right-of-use assets3.3

49,005

54,710

Other financial assets

-

815

Equity accounted investments6.2.2

1,825

1,825

Other receivables and prepayments3.4

3,399

3,946

Deferred tax asset5.2

8,149

8,064

Total non-current assets188,324

203,419

Total assets238,843

254,565

Current liabilities

Trade and other payables3.6

43,815

44,375

Current lease liabilities4.5.2

14,515

13,690

Current tax provision

1,178

-

Total current liabilities59,508

58,065

Non-current liabilities

Non-current lease liabilities4.5.2

57,1 6 4

66,146

Interest-bearing liabilities4.5

24,311

28,731

Other payables

-

360

Total non-current liabilities81,475

95,237

Total liabilities140,983

153,302

Net assets97, 8 6 0

101,263

Equity

Share capital4.1

346,770

346,698

Reserves4.2

2,405

2,240

Retained earnings

(251,315)

(247,675)

Total equity97, 8 6 0

101,263

50 NEW ZEALAND MEDIA AND ENTERTAINMENT

for the year ended 31 December 2025
Consolidated statement

of changes in equity

Note

Share

capital

$’000

Reserves

$’000

Retained

earnings

$’000

Tot a l

$’000

Balance at 1 January 2024

345,3655,416(214,834)

135,947

Net loss after tax--(16,040)

(16,040)

Other comprehensive income-359-

359

Total comprehensive income / (loss)

-359(16,040)

(15,681)

Dividends paid4.4.2--(16,801)

(16,801)

Supplementary dividends paid4.4.2--(2,174)

(2 ,174)

Tax credit on supplementary

dividends paid

--2,174

2 ,174

Deferred tax on share schemes4.1(26)- -

(26)

Share based payments expense4.2- 354 -

354

Total incentive plan ("TIP") settlements4.1, 4.21,359(3,889)-

(2,530)

Balance at 31 December 2024

346,6982,240(247,675)

101,263

Balance at 1 January 2025

346,698 2,240 (247,675)

101,263

Net profit after tax- - 13,087

13,087

Other comprehensive income- 8 -

8

Total comprehensive income

-813,087

13,095

Dividends paid4.4.2- - (16,911)

(16,911)

Supplementary dividends paid4.4.2- - (1,879)

(1,879)

Tax credit on supplementary

dividends paid

- - 1,879

1,879

Deferred tax on share schemes4.172 - -

72

Share based payments expense4.2- 341 -

341

Cancellation of performance rights4.1- (184)184

-

Balance at 31 December 2025

346,7702,405(251,315)

97, 8 6 0

ANNUAL REPORT 2025 51

for the year ended 31 December 2025
Consolidated statement

of cash flows

Note

2025

$’000

2024

$’000

Cash flows from operating activities

Receipts from customers

346,958

345,721

Payments to suppliers and employees

(265,389)

(272,524)

Net GST payments

(24,409)

(24,824)

Government grants

1,119

1,754

Dividends received

1

49

Interest received

357

362

Interest paid

(6,386)

( 7,470)

Income taxes paid

(1,889)

(5,211)

Net cash inflows from operating activities

4.6

50,362

37,8 57

Cash flows from investing activities

Payments for intangible assets

(6,794)

(9,076)

Payments for property, plant and equipment

(3,865)

(3,638)

Proceeds from sale of property, plant and equipment

18

-

Net loans repaid by other entities

734

-

Net cash outflows from investing activities(9,907)

(12,714)

Cash flows from financing activities

Proceeds from borrowings4.5.1

90,500

124,000

Repayments of borrowings4.5.1

(95,000)

(119,000)

Payments for borrowing cost4.5.1

(159)

-

Dividends paid to Company's shareholders4.4.2

(16,911)

(16,801)

Payments to non-controlling interests

(400)

(400)

Payments for lease liability principal4.5.2

(14,322)

(13,825)

Net cash outflows from financing activities(36,292)

(26,026)

Net increase / (decrease) in cash and cash equivalents

4,163

(883)

Cash and cash equivalents at beginning of the year

4,641

5,524

Cash and cash equivalents at end of the year

4.5.1

8,804

4,641

52 NEW ZEALAND MEDIA AND ENTERTAINMENT

Notes to the consolidated
financial statements

1.0 Basis of preparation

1.1 Reporting entity and statutory base

NZME Limited (NZX:NZM and ASX:NZM) is a for-profit

company limited by ordinary shares which are publicly

traded on the NZX Main Board and the Australian

Securities Exchange as a Foreign Exempt Listing. NZME

Limited is incorporated and domiciled in New Zealand.

It is registered under the Companies Act 1993 and is

a FMC reporting entity under Part 7 of the Financial

Markets Conduct Act 2013. The entity’s registered office

is 2 Graham Street, Auckland, 1010, New Zealand.

NZME Limited (the "Company" or "Parent") and its

subsidiaries' (together the "Group") principal activity

during the financial year was the operation of an

integrated media and entertainment business.

1.2 Material accounting policies

These consolidated financial statements have been

prepared in accordance with New Zealand Generally

Accepted Accounting Practice ("NZ GAAP"). They

comply with New Zealand equivalents to International

Financial Reporting Standards ("NZ IFRS") and

other applicable Financial Reporting Standards, as

appropriate for for-profit entities. The consolidated

financial statements also comply with International

Financial Reporting Standards Accounting Standards

("IFRS Accounting Standards"). The consolidated

financial statements have also been prepared in

accordance with Part 7 of the Financial Markets

Conduct Act 2013 and the NZX Listing Rules.

The Group has used non-GAAP measures which are

not prepared in accordance with NZ IFRS, or IFRS

accounting standards in relation to the following

• operating adjusted EBITDA (note 2.1);

• net tangible liabilities (note 3.7); and

• exceptional items (note 2.2.1).

These measures should not be viewed in isolation,

nor considered as a substitute for measures reported

in accordance with NZ IFRS. Non-GAAP financial

measures may not be comparable to similarly titled

amounts reported by other companies.

The material accounting policies adopted in the

preparation of the consolidated financial statements

are either set out below, or in the relevant note.

These policies have been consistently applied to all

the years presented, unless otherwise stated. These

consolidated financial statements are presented for

the Group and were approved for issue by the Board

of Directors on 23 February 2026.

1.2.1 Basis of measurement

These consolidated financial statements have been

prepared under the historical cost convention with

the exception of certain items for which specific

accounting policies are identified.

1.2.2 Prior period comparatives

The December 2024 statement of cash flows has

been restated to show net GST payments separately

from the payments to suppliers and employees.

1.2.3 Foreign currency translation

Functional and presentation currency

Items included in the financial statements of each

of the Group's entities are measured using the

currency of the primary economic environment in

which the entity operates (functional currency). The

consolidated financial statements are presented

in New Zealand dollars, which is the Company's

functional and the Group's presentation currency,

and rounded to the nearest thousand, except where

otherwise stated.

1.3 Material accounting estimates

and judgements

The preparation of the consolidated financial

statements requires the use of certain material

judgements, accounting estimates and assumptions,

including judgements, estimates and assumptions

concerning the future. The estimates and

assumptions are based on historical experiences

and other factors that are considered to be relevant.

The resulting accounting estimates will by definition,

seldom equal the related actual results and are

reviewed on an ongoing basis. Material areas of

estimation and judgement are provided below:

Areas of material accounting

estimates or judgements

Note

Intangible assets with indefinite


useful lives

3.1

Assumptions and judgements used in

the impairment review of indefinite life

intangible assets

3.1.1

Lease terms and discount rates used

in determining right-of-use assets and

associated lease liabilities (see note

4.5.2 for lease liabilities)

3.3

ANNUAL REPORT 2025 53

1.4 New and amended standards
and interpretations

There have been a number of amendments issued

during the period which are not mandatory for

31 December 2025 and have not been early adopted

by the Group. These amendments are not expected

to have a material impact on the Group. The following

amendment is mandatory from 1 January 2025 and

has been applied for the first time in the preparation

of these consolidated financial statements.

• Lack of Exchangeability - amending standard

The amendment listed above did not have any

impact on the amounts recognised in the financial

statements.

A number of new accounting standards are effective

for annual periods beginning after 1 January 2026

and earlier application is permitted. However, the

Group has not early adopted the following new or

amended accounting standards in preparing these

consolidated financial statements.

• NZ IFRS 9 and NZ IFRS 7 amendment -

Amendments to the Classification and

Measurement of Financial Instruments.

The Group is continuing to assess the potential

impact of the amendments on the derecognition

of assets and liabilities settled through electronic

payment systems and the related disclosures which

is not expected to have a significant impact on the

Group's consolidated financial statements.

• NZ IFRS 18: Presentation and Disclosure

in Financial Statements.

This new standard, which is mandatory for the Group

in the 2027 financial year, is expected to change

the presentation of the Group’s primary financial

statements. The Group is continuing to assess

the impact of the standard and will disclose more

information in the future.

1.5 Working capital

As at 31 December 2025 the Group had negative

working capital of $9.0 million compared to

$6.9 million as at 31 December 2024. The Group's

level of negative working capital is primarily

due to deferred revenue of $10.8 million

(31 December 2024: $10.7 million). The Directors

are satisfied that there will be adequate cash flows

generated from operating and financing activities

to meet the obligations of the Group for at least the

next 12 months.

Continued

Notes to the consolidated

financial statements

54 NEW ZEALAND MEDIA AND ENTERTAINMENT

2.0 Group performance
2.1 Segment reporting

The Group operates an integrated media and

entertainment business that incorporates the sale of

advertising, goods and services generated from the

audiences attached to the Group's media platforms

and comprises of three operating segments.

All significant operating decisions are based upon

analysis of the three operating segments. The

Executive Team and the Board of Directors have been

identified as the Chief Operating Decision Maker.

The Group’s major products and services are split

into the three segments with revenue, income, direct

and allocated costs reported to the Chief Operating

Decision Maker on this basis. Although the Group

operates in many different markets within New

Zealand, for management reporting purposes the

Group operates in one principal geographical area

being New Zealand as a whole.

The operating segments for the Group are:

• Audio - terrestrial radio stations, digital

iHeartRadio, podcasts and Radio brand

websites.

• Publishing - print publications (excluding

dedicated real estate publications) and digital

news websites including nzherald.co.nz

and BusinessDesk. In December 2024

14 community publications were closed.

• OneRoof - comprises oneroof.co.nz and

dedicated real estate print publications.

Operating expenses comprise those costs that are

directly attributable to each segment and allocated

costs that are allocated based on different criteria

depending on the expense type.

Revenue and expenses that are not included in one of the three operating segments are grouped together

in Other. This grouping includes corporate costs.


ANNUAL REPORT 2025 55

Audio
$’000

Publishing

$’000

OneRoof

$’000

Other

$’000

Tot a l

$’000

For the year ended 31 December 2025

Advertising

A

120,807 95,869 28,052 -

244,728

Circulation and subscription- 78,210 - -

78,210

External printing and distribution- 8,758 - -

8,758

Other1,026 5,382 343 2

6,753

Segment revenue from integrated

media and entertainment activities

121,833 188,219 28,395 2

338,449

Revenue from shared services centre215 354 60 4

633

Events- - - 2,197

2 ,197

Total revenue from external customers

122,048 188,573 28,455 2,203

341,279

Other income

B

179 3,534 (4)204

3,913

Finance income- - - 358

358

Total finance and other income

179 3,534 (4)562

4,271

Total revenue and other income

122,227 192,107 28,451 2,765

345,550

Audio

$’000

Publishing

$’000

OneRoof

$’000

Other

$’000

Tot a l

$’000

Timing of revenue recognition

Recognised at a point in time

108,871 115,139 9,254

-

233,264

Recognised over time

13,177 73,434 19,201

2,203

108,015

Total revenue from external customers

122,048 188,573 28,455

2,203

341,279


Audio

$’000

Publishing

$’000

OneRoof

$’000

Other

$’000

Tot a l

$’000

Operating expenses (excluding exceptional items)

People costs56,215 70,543 8,903 4,413

140,074

Print and distribution- 41,949 5,211 -

47,1 6 0

Selling and marketing17,9 56 15,321 6,896 2

40,175

Content8,365 10,156 1,874 39

20,434

Other12,7 74 16,578 1,963 3,613

34,928

Total operating expenses

95,310 154,547 24,847 8,067

282,771

Operating adjusted EBITDA

C

26,917 37,56 0 3,604 (5,766)

62,315

Total assets107,3 81 113,529 8,307 9,626

238,843

Additions of property, plant and

equipment and intangible assets

3,803 4,598 2,204 54

10,659

Total liabilities59,069 69,946 8,027 3,941

140,983

Continued

Notes to the consolidated

financial statements

A

Advertising revenue for the Publishing segment is negatively impacted by the closure of community publications

in December 2024. These publications generated $6.9 million of advertising revenue in 2024.

56 NEW ZEALAND MEDIA AND ENTERTAINMENT

Audio
$’000

Publishing

$’000

OneRoof

$’000

Other

$’000

Tot a l

$’000

For the year ended 31 December 2024

Advertising115,080 106,361 26,807 -

248,248

Circulation and subscription- 80,884 - -

80,884

External printing and distribution- 7,9 93 - -

7,9 9 3

Other968 4,679 303 -

5,950

Segment revenue from integrated

media and entertainment activities

116,048 199,917 27,110 -

343,075

Revenue from shared services centre233 406 52 5

696

Events- - - 2,153

2 ,153

Total revenue from external customers

116,281 200,323 27,162 2,158

345,924

Other income

B

300 3,501 - 546

4,347

Finance income- - - 362

362

Total finance and other income

300 3,501 - 908

4,709

Total revenue and other income

116,581 203,824 27,162 3,066

350,633

Audio

$’000

Publishing

$’000

OneRoof

$’000

Other

$’000

Tot a l

$’000

Timing of revenue recognition

Recognised at a point in time104,242 125,134 10,820 139

240,335

Recognised over time12,039 75,189 16,342 2,019

105,589

Total revenue from external customers

116,281 200,323 27,162

2,158

345,924

Audio

$’000

Publishing

$’000

OneRoof

$’000

Other

$’000

Tot a l

$’000

Operating expenses (excluding exceptional items)

People costs56,217 77,547 8,060 3,857

145,681

Print and distribution- 46,276 5,550 -

51,826

Selling and marketing16,802 15,372 7,15 3 1

39,328

Content8,456 10,636 2,110 48

21,250

Other13,157 19,466 1,562 3,754

37,9 3 9

Total operating expenses

94,632 169,297 24,435 7,6 6 0

296,024

Operating adjusted EBITDA

C

21,949 34,525 2,727 (5,030)

54,171

Total assets 112,994 119,849 9,334 12,388

254,565

Additions of property, plant and

equipment and intangible assets

2,709 8,066 1,920 19

12,714

Total liabilities64,144 79,234 7, 2 11 2,713

153,302

B

Other income includes Government grants of $1,118,822 (2024: $1,753,538) received from the Ministry of Culture

and New Zealand On Air for the production of content, journalism training and creating greater cultural awareness.

There are no unfulfilled conditions or contingencies attaching to these grants. The Group did not benefit directly

from any other forms of Government assistance. Other income also includes rental income of $98,118 (2024:

$107,961) relating to the operating sub-leases of right-of-use assets. See note 3.4.3 for the income received from

the finance sub-leases on right-of-use assets.

C

Operating adjusted Earnings before Interest, Tax, Depreciation and Amortisation ("Operating adjusted EBITDA")

which excludes exceptional items, is a non-GAAP measure that represents the Group’s total segment result which

is regularly monitored by the Chief Operating Decision Maker. Exceptional items are those gains, losses, income

and expense items that are not directly related to the primary business activities of the Group which are determined

in accordance with the NZME Exceptional Items Recognition Framework adopted by the Board. Exceptional items

include redundancies, impairment, one-off projects and the disposal of properties or businesses. These items are

excluded from the segment result that is regularly reviewed by the Chief Operating Decision Maker.

ANNUAL REPORT 2025 57

2.1.1 Revenue recognition
Revenue classified as generated at a point

in time comprises:

• Revenue generated from advertising placed

in print publications and broadcast on radio

stations.

• Circulation and subscription revenue derived

from the sale of print publications.

• External printing and distribution for

third parties.

Revenue classified as generated over time is:

• Subscriptions to digital publications.

• Revenue generated from the supply of online

advertising and other online services.

• Revenue generated from the supply of services

including organising and running events,

back-office services and the supply of content,

created by the Group, to third parties.

2.1.2 Reconciliation of operating adjusted EBITDA to net profit before income tax expense

Note

2025

$’000

2024

$’000

Operating adjusted EBITDA2.1

62,315

54,171

Finance income2.1

358

362

Depreciation and amortisation2.2.2

(30,959)

(29,886)

Finance costs2.2.3

(6,664)

( 7,8 0 0)

Share of joint ventures' and associates' net loss after tax6.2.2

-

(210)

Impairment of intangible assets3.1

-

(24,000)

Impairment of equity accounted investments6.2.2

-

(733)

Exceptional items

Insurance income

-

50

Income from lease adjustments

106

26

Cost items2.2.1

(6,517)

(4,482)

Net profit / (loss) before income tax expense18,639

(12,502)

Accounting policies

The Group applies the following accounting

policies in relation to revenue:

Advertising

The Group operates an integrated media and

entertainment business and contracts with

customers to provide advertising on multiple

platforms across the divisions consisting of a

series of distinct services that are substantially

the same. Advertising is often bundled to include

publishing, audio and real estate components.

In most cases each component of the bundle is

treated as a distinct performance obligation and

the transaction price is allocated on a relative

stand-alone selling price basis. The Group also

provides advertising for non-cash consideration,

typically in exchange for advertising from another

media company. The Group concludes these

exchanges have commercial substance and

recognises revenue on a gross basis measured at

the fair value of the consideration received. For

advertising in print publications or terrestrial radio

Continued

Notes to the consolidated

financial statements

58 NEW ZEALAND MEDIA AND ENTERTAINMENT

stations the performance obligation is satisfied
at a point in time when the advertisement is

printed or aired. For advertising placed on digital

platforms the performance obligation is satisfied

over the period of the campaign.

Subscriptions

The Group enters into contracts with customers to

deliver a specified publication on specified days. The

performance obligation is satisfied, and revenue is

recognised, when the publication is delivered. For

contracts entered into with customers for the supply

of online premium content the service obligation is

satisfied, and revenue recognised over the period of

the subscription.

Circulation

The Group enters into contracts with customers

to deliver specified publications on specified days

which the customer will on-sell to the public.

The performance obligation is satisfied when the

publication is delivered. Where customers have a

right to return unsold publications this is classified

as variable consideration and the Group includes

in the transaction price an estimate of the unsold

publications. This estimate is calculated using

the most likely amount method based on weekly

reporting from customers to the extent that it is

highly probable that a significant reversal in the

amount of cumulative revenue recognised will not

occur when the uncertainty associated with the

variable consideration is subsequently resolved.

External printing and distribution

The Group enters into contracts with customers to

print and or distribute their publications on their

behalf. The printing and delivery of publications

are two distinct performance obligations and

revenue is recognised at a point in time when the

publications are printed or delivered.

Shared services centre

The Group provides back-office support services

to customers. These services consist of a number

of functions that are largely consistent on a month-

to-month basis. Revenue is therefore recognised in

equal increments over the billing period.

Deferred revenue

When a customer pays for goods or services

in advance, the Group recognises a deferred

revenue liability which is reduced, and revenue

recognised, as the Group satisfies each distinct

performance obligation.

Government grants

Cash received and receivable from Government

grants is recognised where there is reasonable

assurance that the grant will be received and the

group will comply with all attached conditions.

Government grants relating to costs are deferred

and recognised in "Other income" over the period

necessary to match them with the costs that they

are intended to compensate.

Significant financing component

The Group does not expect, at contract inception,

that the period between transferring the promised

goods or services from contracts with customers

and when the customer pays for those goods and

services to be more than one year. The Group

applies the practical expedient in NZ IFRS 15 to not

adjust the promised amount of consideration it

expects to receive for those goods or services for

the effects of a significant financing component.

Incremental cost of obtaining a contract

The Group applies the practical expedient in

NZ IFRS 15 to recognise the incremental cost

of obtaining a contract (such as commission)

when incurred if the amortisation period is one

year or less. If material, the Group will recognise

an asset for any incremental cost of obtaining a

contract with a customer if the Group expects to

recover those costs and the amortisation period

is expected to be more than one year. Those

costs will be amortised on a systematic basis

that is consistent with the transfer of the good or

service to which the asset relates.

Costs to fulfill a contract

There are no upfront costs incurred by the Group

in respect of digital advertising placed on third

party platforms.

All revenue contracts are for periods of one year

or less.

ANNUAL REPORT 2025 59

2.2 Expenses
Note

2025

$’000

2024

$’000

2.2.1 Exceptional cost items as included in the following expenses

People costs

Redundancies and associated costs

5,321

4,096

Property

Property lease adjustments and make good costs

54

-

Technology and communication costs

-

34

Other expenses

Professional fees

A

1,016

72

Costs associated with the acquisition of print businesses

-

29

Other - various

126

251

Total exceptional cost expenses6,517

4,482

2.2.2 Depreciation and amortisation

Depreciation on property, plant and equipment3.2

6,319

6,084

Depreciation on right-of-use assets3.3

12,240

12,212

Amortisation on intangibles3.1

12,400

11,590

Total depreciation and amortisation30,959

29,886

2.2.3 Finance costs

Interest and finance charges on bank facilities

2,228

2,822

Interest expense - other

40

144

Interest expense on leases

4,157

4,593

Loan modification adjustment

156

143

Borrowing cost amortisation

83

98

Total finance costs6,664

7,8 0 0

2.2.4 Fees incurred for services provided by the audit firm to the Group

Audit and review of the Group's consolidated financial statements

In relation to the 2025 financial year

520

-

In relation to the prior financial years

-

533

Total audit and review services520

533

Other assurance services and other agreed-upon procedure engagements

Non-audit assurance services on greenhouse gas emissions

(Other assurance services)

-

60

Total fees incurred for services provided by the audit firm - PwC New Zealand520

593

A

For the year ended 31 December 2025 professional fees were legal and consulting costs associated with the Annual

Shareholders' Meeting.

Continued

Notes to the consolidated

financial statements

60 NEW ZEALAND MEDIA AND ENTERTAINMENT

2.3 Earnings per share ("EPS")
2025

$’000

2024

$’000

Profit / (loss) attributable to owners of the parent entity

used in calculating EPS

13,087

(16,040)

2025

Number

2024

Number

Weighted average number of shares

Weighted average number of shares in the denominator

in calculating basic EPS

187,899,804

186,668,673

Adjusted for calculation of diluted EPS

1,731,936

1,976,392

Weighted average number of shares in the denominator

in calculating diluted EPS

189,631,740

188,645,065

2025

Cents

2024

Cents

Basic / diluted EPS

Basic EPS

6.96

(8.59)

Diluted EPS

6.90

(8.50)

Accounting policies

Basic earnings per share

Basic earnings per share is determined

by dividing:

• the profit or loss attributable to owners

of the Company; by

• the weighted average number of ordinary

shares outstanding during the financial

year, adjusted for bonus elements in

ordinary shares issued during the

financial year.

Diluted earnings per share

Diluted earnings per share adjusts the figures

used in the determination of basic earnings

per share by taking into account:

• the after-tax effect of dividends, interest

and other changes in income or expense

associated with dilutive potential ordinary

shares; and

• the weighted average number of additional

ordinary shares that would have been

outstanding assuming the conversion

of all dilutive potential ordinary shares.

ANNUAL REPORT 2025 61

3.0 Operating assets and liabilities
3.1 Intangible assets

Material judgement: The Directors have determined that mastheads and brands have indefinite lives and

are therefore not amortised. Refer to the accounting policies below for further information.

Goodwill

$’000

Software

$’000

Mastheads

and

brands

$’000

Radio

licences

$’000

Capital

work in

progress

A


$’000

Tot a l

$’000

As at 1 January 2024

Cost2,693 63,524 202,225 80,253 24

348,719

Accumulated amortisation

and impairment

- (49,730)(99,813)(56,731)-

(206,274)

Net book value2,693 13,794 102,412 23,522 24 142,445

For the year ended 31 December 2024

Opening net book amount2,693 13,794 102,412 23,522 24

142,445

Additions- - - - 9,076

9,076

Disposals- (90)- - -

(90)

Amortisation- (8,346)- (3,244)-

(11,590)

Impairment(2,693)- (21,307)- -

(24,000)

Transfers from capital work in progress- 8,711 - - (8,711)

-

Net book value- 14,069 81,105 20,278 389 115,841

As at 31 December 2024

Cost2,693 72,125 202,225 80,253 389

357,685

Accumulated amortisation

and impairment

(2,693)(58,056)(121,120)(59,975)-

(241,844)

Net book value- 14,069 81,105 20,278 389 115,841

For the year ended 31 December 2025

Opening net book amount- 14,069 81,105 20,278 389

115,841

Additions- - - 39 6,755

6,794

Amortisation- (9,152)- (3,248)-

(12,400)

Transfers from capital work in progress- 5,509 - - (5,509)

-

Net book value- 10,426 81,105 17,069 1,635 110,235

As at 31 December 2025

Cost2,693 7 7,6 3 4 202,225 80,292 1,635

364,479

Accumulated amortisation

and impairment

(2,693) (67, 20 8)(121,120)(63,223)-

(254,244)

Net book value- 10,426 81,105 17,069 1,635 110,235

Continued

Notes to the consolidated

financial statements

62 NEW ZEALAND MEDIA AND ENTERTAINMENT

A
Capital work in progress is transferred to the relevant asset category once the project is completed.

Capital work in progress is not amortised prior to being transferred to the relevant asset category.

Intangible assets not yet available for use, that are included in capital work in progress, are subject

to annual impairment tests. Capital work in progress at 31 December 2025 and 31 December 2024

comprised of expenditure on digital development projects.

Accounting policies

Goodwill

Goodwill arises on the acquisition of businesses

and represents the excess of the consideration

paid above the fair value of the net identifiable

assets, liabilities and contingent liabilities

acquired.

Software

Internal and external costs directly incurred

in the purchase or development of software

controlled by the Group are recognised as

intangible assets, including subsequent

improvements, when it is probable that they

will generate a future economic benefit.

Costs capitalised include materials, services,

payroll and payroll related costs of employees

involved in development. Amortisation of

software assets is calculated on a straight-line

basis over the useful life of the asset (typically

2 to 10 years).

Cloud computing arrangements provide the

Group with the right to access a supplier's cloud

based software for a specified contract period.

Where the Group controls an identifiable asset

in relation to the integration and customisation

of cloud computing arrangements these

costs will be capitalised and amortised over

the life of the arrangement. Control exists

where the Group determines that the asset

could be transferred to an alternative supplier

without incurring substantial additional costs.

If the Group does not control the cloud based

software, the related development costs

(external and internal) are recognised as either:

(a) an expense when they are incurred, for

internal costs, and the costs of an integrator

not related to the software provider, or

(b) as a prepayment and then expensed over

the term of the cloud computing arrangement

for the costs of the software provider or its

subcontractor.

Mastheads and brands

Mastheads, being the titles, logo's and similar

items of the integrated media assets of the

Group, and brands are initially recognised at

cost. The Directors believe the mastheads

and brands have indefinite lives as there is no

foreseeable limit over which they are expected

to generate net cash inflows for the Group.

Accordingly, mastheads and brands are not

amortised but are tested for impairment each

year (refer to note 3.1.1 below).

Radio licences

Commercial radio licences are accounted for

as identifiable assets and are initially recognised

at cost. The current New Zealand radio

licences expire on 31 March 2031 and are being

amortised on a straight line basis to that date.

Impairment of goodwill, mastheads and brands

Assets that have an indefinite useful life are

reviewed annually for impairment or whenever

events or changes in circumstances indicate

that the carrying amount of the asset may not be

recoverable. An impairment loss is recognised

for the amount by which the asset’s carrying

amount exceeds its recoverable amount.

ANNUAL REPORT 2025 63

3.1.1 Year-end impairment review by cash generating unit ("CGU")
The Directors are required to assess at each reporting

date, whether there are any indicators of impairment

for finite life assets. For any indefinite life assets, the

Directors are required to undertake an impairment test

at the lowest level of cash generating unit ("CGU").

As disclosed in note 2.1 the Directors have

determined that the Group has three operating

segments – being "Audio", "Publishing" and

"OneRoof". The Directors have also determined

that there are three CGU's for impairment testing

because these are the lowest level for which there

are separately identifiable cash inflows which are

largely independent of the cash inflows from other

assets or groups of assets. The table below contains

the allocation of the Group's indefinite life intangible

assets across the Group’s CGU's.

Audio

$’000

Publishing

$’000

OneRoof

$’000

Tot a l

$’000

As at 31 December 2025 and 31 December 2024

Mastheads and brands29,169 51,936 -

81,105

Non-amortising intangible assets2 9,169 51,936 - 81,105

As an integrated media and entertainment business,

the Directors consider the mastheads and brands of

each CGU to be complimentary which as a group

represent the highest and best use of the assets.

For the OneRoof CGU, no impairment indicators were

identified and, as it does not have any indefinite life

intangible assets, no further impairment testing has

been carried out.

The recoverable amount of a CGU is determined

based on the higher of fair value less costs

of disposal ("FVLCD") and value-in-use ("VIU")

calculations using management forecasts. The

recoverable amount of each CGU is compared

against the carrying value of the assets of that CGU

to determine whether there has been impairment.

Any impairment is recognised immediately as

an expense and in relation to goodwill, is not

subsequently reversed.

An impairment review was conducted at

31 December 2025 using VIU calculations to

determine the respective recoverable amounts

of each CGU.

Based on the key estimates and assumptions outlined

below no impairment of indefinite life intangible assets

has been recognised in the income statement for any

of the CGU's (2024: $24.0 million Publishing CGU).

The cash flow projections used in calculations of

the recoverable amounts are based on the Group's

medium-term plans over a five-year period, after

applying a more conservative set of assumptions that

are considered the most appropriate for impairment

testing. Cash flows beyond the five-year period are

extrapolated by calculating a terminal value. This

assessment is required to be made based on events

and knowledge as at 31 December 2025.

Continued

Notes to the consolidated

financial statements

64 NEW ZEALAND MEDIA AND ENTERTAINMENT

Key estimates and assumptions used for calculating the recoverable amounts of each CGU
Discount rates and terminal growth rates assessed as appropriate for each CGU are as follows:

2025

Audio

2025

Publishing

2024

Audio

2024

Publishing

Forecast period2026-20302026-20302025-20292025-2029

Discount rate (post tax)10.0%10.0%10.0%10.0%

Terminal value growth1.0%1.0%0%1.0%

The 2024 Publishing CGU terminal growth rate

shown in the above table is the rate used in FVLCD

calculations. All other rates shown were used in

VIU calculations.

The discount rate represents the current market

assessment of the risks specific to each CGU,

considering the time value of money and individual

risks of the underlying assets that have not been

incorporated in the cash flow estimates.

The terminal value used in the recoverable amount

calculations has used the terminal growth rate

assumptions provided in the above table.

The forecasts are prepared by management

based on current expectations for each CGU, with

consideration given to internal information and

relevant external industry data and analysis. This

requires assumptions and judgements about the

future, such as discount rates, long term growth

rates, and forecasted revenues to which the model

is sensitive, and which are inherently uncertain.

Specifically, the Publishing CGU is expected to be

impacted by the continued decline of the print

advertising market, and this uncertainty has been

reflected in forecast assumptions.

Future capital expenditure for the Group as a whole

is estimated at historical replacement levels, noting

the allocation to CGUs within the Group has been

adjusted to better reflect the strategic focus of each

CGU. The capital cost of renewing radio licences

that expire in 2031 may impact the amount of future

capital expenditure for the Audio CGU.

Key forecast revenue assumptions used are as follows:

Publishing

Audio

Print advertising

and subscriptions

Digital advertising

and subscriptions

20252026 - 2030 CAGR^1.8%(5.4%)2.1%

20242025 - 2029 CAGR^2.2%(5.8%)3.7%

^CAGR = compound annual growth rate.

The forecasts used in impairment testing have been

prepared to comply with the requirements of IAS 36

for that specific purpose. They should not be read

as a forecast of, or guidance to, the future financial

performance and earnings of the Group. Actual results

may differ materially from those forecast or implied.

Whilst management considers that its forecast

assumptions are reasonable, short-term volatility

may be experienced due to the impact of external

environmental and economic conditions. It is

reasonably possible, on the basis of existing

knowledge, that actual outcomes are different from

the forecast assumptions used and which could

require a material adjustment to the carrying amount

of the asset or liability affected.

The Directors have reviewed the potential changes

to the recoverable amounts that could arise from

changes in key assumptions and concluded that,

at this time, there are no reasonably possible adverse

changes in key assumptions that would result in an

impairment of the Audio CGU.

ANNUAL REPORT 2025 65

The recoverable amount of the Publishing CGU was
calculated to be $88.5 million, resulting in headroom

of $9.3 million. As shown in the table above, this

included an assumption of 5.4% CAGR decline in

Print advertising and subscriptions revenue over the

five-year forecast period.

Any reasonably possible adverse change in the key

assumptions of the Publishing CGU may result in

reduced headroom. The impact of any reasonably

possible changes that resulted in an additional 0.5%

CAGR decline in Print advertising and subscriptions

revenue would reduce the headroom to nil. Note

this calculation includes an adjustment for certain

CGU expenses in line with revenue.

In addition, an increase or decrease in the discount

rate used of 0.5% would increase or decrease the

recoverable amount of the Publishing CGU by

approximately $2.5 million. An increase or decrease

in the terminal growth rate used of 0.5% would

increase or decrease the recoverable amount of the

Publishing CGU by approximately $1.7 million.

It is reasonably possible that additional CAGR decline

in Print advertising and subscriptions revenue could

exceed 0.5% and it is reasonably possible that

discount rates or terminal growth rates could move

adversely in excess of 0.5%. These declines may

result in an impairment of the Publishing CGU on a

VIU approach. These impacts could also occur in

combination with each other.

The Directors determined that the increase

in the headroom of the Audio CGU, since the

impairment recognised as at 31 December 2019,

and the headroom of the Publishing CGU since the

impairment recognised as at 31 December 2024

are not directly attributable to the brands existing

at the time and as a result a reversal of previously

recognised impairment of indefinite life intangible

assets has not been recognised.

The Group compares the carrying amount of net

assets with the market capitalisation value at each

balance date. The share price at 31 December 2025

was $1.155 equating to a market capitalisation of

$217.0 million. This market value excludes any control

premium and may not reflect the value of 100% of

NZME’s net assets. The carrying amount of NZME’s

net assets at 31 December 2025 was $97.9 million

($0.52 per share).

Accounting policies

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and

are tested annually for impairment and at the end of each reporting period if there is an indication

that they may be impaired. An impairment charge is recognised for the amount by which the

asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of

an asset’s fair value less costs to sell and value-in-use. For the purposes of assessing impairment,

assets are grouped at the lowest levels for which there are separately identifiable cash inflows which

are largely independent of the cash inflows from other assets or groups of assets (cash-generating

units). Non-financial intangible assets, other than goodwill, that suffer impairment are reviewed for

possible reversal of the impairment at each balance sheet date. Impairment testing on assets other

than indefinite life intangible assets are carried out only if impairment indicators exist.

Continued

Notes to the consolidated

financial statements

66 NEW ZEALAND MEDIA AND ENTERTAINMENT

3.2 Property, plant and equipment
Freehold

land

A


$’000

Buildings

A


$’000

Leasehold

improvements

$’000

Plant and

equipment

$’000

Capital

work in

progress

B


$’000

Tot a l

$’000

As at 1 January 2024

Cost or fair value265 67 14,784 247,173 852

263,141

Accumulated depreciation- (13)(11,958)(230,859)-

(242,830)

Net book value265 54 2,826 16,314 852 20,311

Year ended 31 December 2024

Opening net book amount265 54 2,826 16,314 852

20,311

Additions- - - 5 3,633

3,638

Depreciation- (5)(951)(5,128)-

(6,084)

Revaluation315 38 - - -

353

Transfers from capital work

in progress

- 158 160 3,247 (3,565)

-

Net book value580 245 2,035 14,438 920 18,218

As at 31 December 2024

Cost or fair value580 261 14,944 248,244 920

264,949

Accumulated depreciation- (16)(12,909)(233,806)-

(246,731)

Net book value580 245 2,035 14,438 920 18,218

Year ended 31 December 2025

Opening net book amount580 245 2,035 14,438 920

18,218

Additions- - - 7 3,858

3,865

Disposals- - - (53) -

(53)

Depreciation- (63)(1,071)(5,185)-

(6,319)

Transfers from capital work

in progress

- - 1,179 3,396 (4,575)

-

Net book value580 182 2 ,143 12,603 203 15,711

As at 31 December 2025

Cost or fair value580 261 16,123 249,477 203

266,644

Accumulated depreciation- (79)(13,980)(236,874)-

(250,933)

Net book value580 182 2 ,143 12,603 203 15,711

A

Freehold land and buildings are held at fair value based on Directors' valuations. If land and buildings

were stated on the historical cost basis, the net book value of land would have been $214,000

(2024: $214,000) and the net book value of buildings would have been $157,534 (2024: $174,895).

An independent valuation was performed in February 2024 which supports the Directors' valuation

at balance sheet date.

B

Capital work in progress is transferred to the relevant asset category once the project is completed.

Capital work in progress is not depreciated prior to being transferred to the relevant asset category.

Capital work in progress at 31 December 2025 and 31 December 2024 is primarily comprised of

expenditure on technology projects.

ANNUAL REPORT 2025 67

Continued
Notes to the consolidated

financial statements

Accounting policies

Owned land and buildings are held at fair value

less subsequent accumulated depreciation

for buildings. Leasehold improvements and

plant and equipment are stated at cost less

accumulated depreciation and impairment

losses. Cost includes the purchase price and

all directly attributable costs of bringing the

asset to its location and condition necessary to

operate as intended.

Land is not depreciated. Depreciation on

other assets is calculated using the straight

line method to allocate their cost or revalued

amounts, net of their residual values, over their

estimated useful lives, as follows:

• Buildings• 10 to 50 years

• Leasehold

improvements

• 2.5 to 50 years

• Plant &

equipment

• 1.5 to 29 years

The gain or loss on the disposal or retirement

of an asset is the difference between the sale

proceeds and the carrying amount of the asset

and is included in the income statement.

Fair value of land and owned buildings

At the end of each reporting period, the

Directors update their assessment of the fair

value of each property. Any accumulated

depreciation at the date of revaluation is

eliminated against the gross carrying amount of

the asset and the net amount is restated to the

revalued amount of the asset. Increases in the

carrying amounts arising on revaluation of land

and buildings are credited to revaluation reserves

in equity. To the extent that the increase reverses

a decrease previously recognised in the income

statement, the increase is first recognised in

the income statement. Decreases that reverse

previous increases of the same asset are first

charged against the revaluation reserves directly

in equity to the extent of the remaining reserve

attributable to the asset. All other decreases are

charged to the income statement.

Impairment of assets

An asset’s carrying amount is written down

immediately to its recoverable amount if the

asset’s carrying amount is greater than its

estimated recoverable amount. Assets that are

subject to depreciation are tested for impairment

whenever changes in circumstances indicate

that the asset’s carrying amount may exceed

its recoverable amount. An impairment charge

is recognised for the amount by which the

asset’s carrying amount exceeds its recoverable

amount. Assets that suffer an impairment are

reviewed for possible reversal of the impairment

at each balance sheet date.

68 NEW ZEALAND MEDIA AND ENTERTAINMENT

3.3 Right-of-use assets
Material judgement: Where a discount rate is not explicit in a lease the Group determines an

applicable discount rate to use based on publicly available rates for Government Bonds and

New Zealand swap rates and then applies an adjustment to these rates to apply a company

specific credit risk. In determining the lease term the Group includes any periods covered by

options to extend where the Group is reasonably certain to exercise that option.

Buildings

$’000

Transmission

$’000

Vehicles

$’000

Other

$’000

Tot a l

$’000

As at 1 January 2024

Net book value35,718 21,524 957 34 58,233

Year ended 31 December 2024

Additions946 5,341 1,137 -

7, 42 4

Depreciation( 7,3 8 8)(4,089)(725)(10)

(12,212)

Impairment of right-of-use assets(74)- - -

(74)

Transfer to lease receivables(321)- - -

(321)

Changes in scope or lease terms1,279 441 (60)-

1,660

As at 31 December 2024

Net book value30,160 23,217 1,309 24 54,710

Year ended 31 December 2025

Additions3,719 147 1,037 37

4,940

Depreciation( 7, 26 8)(4,260)(702)(10)

(12,240)

Changes in scope or lease terms431 1,227 (50)(13)

1,595

Net book value2 7,0 42 20,331 1,594 38 49,005

ANNUAL REPORT 2025 69

Continued
Notes to the consolidated

financial statements

Accounting policy

The Group leases various offices, transmission

towers, vehicles and other equipment, which are

all classified as operating leases.

Leases are recognised as a right-of-use asset

and a corresponding lease liability. Each lease

payment is allocated between the lease principal

and finance costs. Finance costs are charged

to profit or loss over the lease period and the

right-of-use asset is depreciated over the shorter

of the asset's useful life and the lease term on a

straight-line basis.

Assets and liabilities arising from a lease are

initially measured on a present value basis. Lease

liabilities include the net present value of the

following lease payments:

• fixed payments (including in-substance

fixed payments), less any lease incentives

receivable;

• variable lease payments that are based on

an index or a rate;

• amounts expected to be payable by the

lessee under residual value guarantees;

• the exercise price of a purchase option if

the lessee is reasonably certain to exercise

that option; and

• payments of penalties for terminating the

lease, if the lease term reflects the lessee

exercising that option.

3.4 Trade and other receivables

Note

2025

$’000

2024

$’000

Trade receivables

33,289

36,161

Provision for expected credit losses

(510)

(747)

32,779

35,414

Amounts due from related companies7. 2

284

336

Finance lease receivables3.4.3

603

610

Other receivables and prepayments

6,394

5,125

Total current trade and other receivables40,060

41,485

Movements in the provision for expected credit losses

are as follows:

Balance at beginning of the year

747

631

Additional provision for expected credit losses

93

2

Receivables (written off) / recovered

(330)

114

Provision for expected credit losses510

747

Other receivables and prepayments

663

367

Finance lease receivables3.4.3

2,736

3,579

Total non-current trade and other receivables3,399

3,946

70 NEW ZEALAND MEDIA AND ENTERTAINMENT

3.4.1 Classification
Trade receivables are amounts due from customers

for goods sold or services performed in the ordinary

course of business as well as receivables in relation

to goods or services to be sold or performed in the

future. Receivables and other financial assets are

classified and subsequently measured at amortised

cost on the basis of both the Group's business

model for managing the financial assets and the

contractual cash flow characteristics of the financial

asset. If collection of the amounts is expected in

one year or less they are classified as current assets.

If collection is expected to be in greater than one

year they are classified as non-current.

3.4.2 Impairment and risk exposure

The maximum exposure to credit risk at the balance

sheet date is the higher of the carrying value and

fair value of each receivable. The Group does not

hold any collateral as security. Refer to note 4.7.3 for

credit risk and note 4.8 for fair value information.

Accounting policy

Trade receivables are recognised initially at fair

value and subsequently measured at amortised

cost using the effective interest method, less

provision for expected credit losses.

Receivables are monitored on an individual

basis and the Group considers the probability of

default upon initial recognition of the receivable

and throughout the period and provides for

receivables expected to be impaired.

The amount of loss is recognised in the income

statement within other expenses. When a

trade receivable is uncollectible, it is written

off against the provision account for trade

receivables. Subsequent recoveries of amounts

previously written off are credited to the income

statement against the expected credit losses on

receivables.

ANNUAL REPORT 2025 71

Continued
Notes to the consolidated

financial statements

3.4.3 Finance lease receivables

Finance lease receivables relate to the sub-leases of parts of the Graham Street and Whangarei right-of-use

assets sub-let during the financial year.

2025

$’000

2024

$’000

As at 1 January4,189

4,437

Transfer from right-of-use assets

-

321

Canceled sub-lease

(264)

-

Interest on lease receivables

192

217

Total lease receivables before cash payments4,117

4,975

Interest received

(192)

(217)

Principal received

(586)

(569)

Net investment in lease receivables at 31 December

A

3,339

4,189

Current assets

603

610

Non-current assets

2,736

3,579

Net investment in lease receivables at 31 December 3,339

4,189

A

Make good provisions are included in material sub-leases to ensure the Group's exposure to risk

is minimised.

The table below details the Group’s contractual undiscounted cash flows for the finance lease receivable

assets to maturity.

2025

$’000

2024

$’000

Less than 1 year

756

808

1 to 5 years

2,407

2,561

Greater than 5 years

602

1,472

Total lease payments receivable3,765

4,841

Unearned finance income

(426)

(652)

Net investment in lease receivables at 31 December 3,339

4,189

72 NEW ZEALAND MEDIA AND ENTERTAINMENT

Accounting policy
When the Group acts as a lessor in sub-leasing

its right-of-use assets, it determines, at lease

commencement date, whether each lease

is a finance lease or an operating lease by

assessing whether the lease transfers to the

lessee substantially all the risks and rewards

of ownership incidental to ownership of the

underlying asset. If this is the case then the lease

is a finance lease; if not then it is an operating

lease. As part of this assessment the Group

considers certain indicators such as whether the

lease is for the major part of the economic life of

the asset.

For the purposes of classifying the sub-lease

reference is to the right-of-use asset arising

from the head lease, not with reference to the

underlying asset.

Assets arising from a sub-lease are initially

measured on a present value basis and include

the following:

• initial direct costs incurred in acquiring the

sub-lease;

• fixed payments (including in-substance

fixed payments), less any lease incentives

payable;

• variable lease payments that are based on

an index or a rate;

• amounts expected to be receivable under

residual value guarantees;

• the exercise price of a purchase option if

the lessee is reasonably certain to exercise

that option; and

• payments of penalties for terminating the

lease, if the lease term reflects the lessee

exercising that option.

3.5 Inventories

Inventories is predominantly the stock of newsprint

held at the Ellerslie print plant. The longevity of the

commodity, and the short period of time that stock

is on hand, reduces the Group's risk of holding

obsolete stock.

During the year ended 31 December 2025

inventories totalling $11,022,096 were expensed

through production and distribution expenses

(2024: $13,422,694).

Accounting policy

Inventories are measured at cost and are expensed using the first in first out ("FIFO") method,

as used.

ANNUAL REPORT 2025 73

Continued
Notes to the consolidated

financial statements

3.6 Trade and other payables

2025

$’000

2024

$’000

Current payables

Employee entitlements

4,369

4,608

Deferred revenue

10,847

10,705

Trade payables and accruals

28,599

29,062

Total current trade and other payables43,815

44,375

All deferred revenue at 31 December 2024 was recognised in revenue during 2025.

Accounting policies

Trade and other payables

Trade payables, including accruals not yet

billed, are recognised when the Group

becomes obliged to make future payments as a

result of a purchase of assets or services. Trade

payables are carried at amortised cost which

is the fair value of the consideration to be paid

in the future for goods and services received.

Trade payables are unsecured and are generally

settled within 30 to 45 days.

Employee entitlements

Wages and salaries and annual leave

Liabilities for wages and salaries, including non-

monetary benefits and annual leave expected

to be wholly settled within 12 months from the

balance sheet date are recognised in payables

and accruals in respect of employees’ services

up to the balance sheet date and are measured

at the amounts expected to be paid when the

liabilities are settled. Amounts to be settled

more than 12 months after the balance sheet

date are recognised as a non-current payable.

Liabilities for non-accumulating sick leave

are recognised when the leave is taken and

measured at the rates paid or payable.

Short-term incentive plans

A liability for short-term incentives is recognised

in trade payables when there is an expectation

of settlement and at least one of the following

conditions is met:

• there are contracted terms in the plan for

determining the amount of the benefit;

• the amounts to be paid are determined

before the time of completion of the

financial statements; or

• past practice gives clear evidence of the

amount of the obligation.

Liabilities for short-term incentives are

expected to be settled within 12 months and are

recognised at the amounts expected to be paid

when they are settled.

Refer to note 4.3 for disclosures relating to

share based payments and note 7.1 for key

management compensation.

Deferred revenue

The accounting policy for deferred revenue is

disclosed in note 2.1.

74 NEW ZEALAND MEDIA AND ENTERTAINMENT

3.7 Net tangible liabilities
Net tangible assets per share is a non-GAAP measure that is required to be disclosed by the NZX Listing Rules.

The calculation of the Group's net tangible assets per share and its reconciliation to the consolidated balance

sheet is presented below:

2025

$’000

2024

$’000

As at 31 December

Total assets

238,843

254,565

Deferred tax asset

(8,149)

(8,064)

Intangible assets

(110,235)

(115,841)

Total liabilities

(140,983)

(153,302)

Net tangible liabilities for the owners of the Company(20,524)

(22,642)

Number of shares issued (in thousands)

1 87,9 0 0

187,9 0 0

Net tangible liabilities per share (in $)($0.11)

($0.12)

ANNUAL REPORT 2025 75

Continued
Notes to the consolidated

financial statements

4.0 Capital management

4.1 Share capital

2025

’000

2024

’000

2025

$’000

2024

$’000

Authorised, issued and paid up share capital

Balance at the beginning of the period

1 87,9 0 0

183,914

346,698

345,365

Deferred tax on share schemes

-

-

72

(26)

Shares issued during the year

-

3,986

-

1,359

Balance at the end of the period1 87,9 0 0

187,9 0 0

346,770

346,698

Accounting policy

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new

shares or options are shown in equity as a deduction, net of tax, from the proceeds.

4.2 Reserves

Share based

payments

$’000

Equity

investments

revaluation

$’000

Other

$’000

Tot a l

$’000

As at 1 January 2024

3,999 1,063 354

5,416

Share based payments expense354 - -

354

TIP settlement(3,889)- -

(3,889)

Revaluation of freehold land and buildings- - 353

353

Net exchange difference on translation of

foreign operations

- - 6

6

As at 31 December 2024464 1,063 713 2,240

Share based payments expense341 - -

341

Cancellation of rights(184)- -

(184)

Net exchange difference on translation of

foreign operations

- - 8

8

As at 31 December 2025621 1,063 721 2,405

Other reserves include the asset revaluation reserve and the foreign currency translation reserve.

76 NEW ZEALAND MEDIA AND ENTERTAINMENT

4.3 Share based payments
20252024

Average price

per right ($)

Number

of rights

Average price

per right ($)

Number

of rights

As at 1 January0.52 1,976,392

0.60 7, 2 17,14 3

Granted (2024 TIP STI component)

A

- 945

- -

Granted (2024 TIP LTI component)

B

- -

0.64 681,695

Granted (2025 TIP LTI component)

B

1.05 359,572

- -

Adjustment for dividends foregone

C

- -

0.82 97, 2 17

Canceled (2022 LTI component)

D

1.13 (445,318)

- -

Surrendered

E

- -

0.32 (2,386,087)

Shares issued (2020 TIP)

F

- -

0.47 (2,512,716)

Shares issued (2021 TIP)

F

- -

0.79 (1,219,343)

Shares issued (2022 TIP STI component)

F

- -

1.43 (254,131)

Forfeited

G

- (325,649)

- -

Granted and awarded as at 31 December1,565,942

1,623,778

2024 TIP STI component (estimation)

H

- -

0.84 352,614

2025 TIP STI component (estimation)

I

1.18 165,994

- -

As at 31 December0.69 1,731,936

0.52 1,976,392

A

Adjustment to the number of actual rights issued under the various TIP schemes.

B

The number of performance rights granted in relation to the LTI components of the 2024 and 2025

TIP schemes.

C

For the 2020 and 2021 TIP schemes the Board has approved that participants will be entitled to

additional shares, or a cash payment, when the rights are exercised for any dividends foregone

during the period that the rights are held. For dividends declared during the period 1 January 2024

to 31 December 2024, this resulted in an additional 146,797 shares accrued.

D

The number of rights cancelled in relation to the 2022 TIP scheme with performance targets

not achieved.

E

Surrendered performance rights relate to the 2020 TIP and 2022 TIP (STI component) schemes,

with participants surrendering rights in lieu of PAYE owing on the issue of shares.

F

The rights granted under the 2020 TIP and 2022 TIP (STI component) were issued on 3 January 2024

with a total of 2,766,847 shares being issued. The share price at the date of issue was $1.06. The rights

granted under the 2021 TIP were issued on 31 December 2024 with a share price of $1.06.

G

The forfeited shares are in relation to the 2023 and 2024 schemes where participants have not met

the service period criteria.

H

The number of performance rights expected to be granted in 2025 in respect of the 2024 TIP

STI component.

I

The number of performance rights expected to be granted in 2026 in respect of the 2025 TIP

STI component.


ANNUAL REPORT 2025 77

Continued
Notes to the consolidated

financial statements

In relation to the various TIP schemes the Group

expects to issue the net shares after withholding

shares with a value equal to the participants tax

obligations under New Zealand tax legislation arising

as a result of the issue of shares at the relevant

exercise date. This reduces the dilutive impact of the

rights on the earnings per share calculation for the

Group for the years ended 31 December 2025 and

31 December 2024. The shares that are expected to

be withheld are excluded from the rights table above.

Participants of the current TIP schemes are not

entitled to receive any dividends paid by the

Company as a holder of rights

.

Share rights outstanding at the balance sheet date have the following exercise date:

Vesting dateExercise date

2025

Number of

rights

2024

Number of

rights

2022 TIP (LTI)1 Jan 20251 Jan 2025

-

445,318

2023 TIP (LTI)1 Jan 20261 Jan 2026

411,047

496,765

2024 TIP (STI)1 Jan 20261 Jan 2026

281,818

352,614

2024 TIP (LTI)1 Jan 20271 Jan 2027

513,505

681,695

2025 TIP (STI)1 Jan 20271 Jan 2027

165,994

-

2025 TIP (LTI)1 Jan 20281 Jan 2028

359,572

-

As at 31 December1,731,936

1,976,392

20252024

Weighted average remaining time until rights outstanding at the end of the

period automatically convert to ordinary shares.

10 months

25 months

No rights were awarded for the 2023 TIP (STI) component.

4.3.1 Issue of shares subsequent to balance

sheet date

On 5 January 2026 281,818 shares were issued in

relation to the 2024 TIP (STI) rights. The share price

at the date of issue was $1.17.

4.3.2 TIP schemes

The Company's current TIP is designed to align

reward outcomes with individual performance and

the performance of the Company and value creation

for shareholders over both the short and long

term. The framework was approved by the Board in

February 2022.

The TIP framework includes both a short-term

component ("STI") and a long-term incentive ("LTI").

The STI comprises 60% of the total TIP opportunity

with the LTI comprising the remaining 40%.

The number of rights awarded for each scheme

are based on the Volume Weighted Average Price

("VWAP") of the Company's shares for the first 20

business days of trading following the Group's results

announcement for the preceding financial year.

The following table summarises the grant date price

and VWAP for the each Scheme.

78 NEW ZEALAND MEDIA AND ENTERTAINMENT

Grant date
Share Price

at Grant DateVWAP

2022 TIP scheme - STI and LTI22 Apr 2022$1.43 $1.39

2023 TIP scheme - LTI4 Jul 2023$0.96 $1.15

2024 TIP scheme - STI and LTI31 May 2024$0.84 $0.93

2025 TIP scheme - STI and LTI30 May 2025$1.18 $1.15

STI component of the schemes

The STI is based on the performance of the

Company for the financial year measured in terms

of earnings and the achievement of various specific

targets set for each individual participant that

align with the Company’s strategic goals. The STI

component includes both a cash element and a

share rights element. The cash payment is payable

following the end of the financial year period, with

share rights issued at the same time and deferred

for an additional year before they vest, subject to

continued employment over that extended period.

STI Performance measures

• A minimum EBITDA threshold to be met before

any STI awards will be payable.

• Individual performance target payments

(50% to 130%).

% of target

% of target opportunity

awarded

< minimum target0%

minimum up to 100%

Pro-rata vesting between

50% and 100%

> 100%Potential of receiving 150%

Awards under the STI portion of the TIP are

granted to participants following the assessment

of performance. To the extent that performance

measures are met:

• 58.3% of awards are made in cash; and

• 41.7% of awards are granted in rights to acquire

fully paid ordinary shares in the Company for nil

consideration ("Rights").

The periods and dates relevant to each Scheme are

defined below:

• Performance

period

the financial year of the

Scheme

• Deferral period

the 12 months following the

end of the financial year to

which the scheme relates

• Vesting date

of rights

1 January following the end

of the deferral period

It is assumed that all participating employees will

remain employed with the Company until the end of

the deferral period (unless already resigned).

LTI Performance measures

The LTI is based on a three-year performance period

commencing on 1 January of the financial year for

which the Scheme is offered with awards subject to

both earnings per share ("EPS") and total shareholder

return ("TSR") performance targets. The long-term

component comprises an issue of share rights

that may vest at the end of three years, subject

to achievement of the EPS and TSR performance

targets and continued employment by the Company.

The EPS and TSR components both comprise equal

portions of the LTI.

The Board will determine the performance of the

EPS and TSR compared to target and the Board

may adjust calculations at the relevant date to take

account of any capital reconstructions, corporate

transactions or any other circumstances which in its

opinion are appropriate in the circumstances and

consistent with the intention in respect of the LTI

performance conditions.

ANNUAL REPORT 2025 79

Continued
Notes to the consolidated

financial statements

The allocation of rights to participants of the scheme,

for both the EPS and TSR components, is based on

the following levels of performance:

% of target

% of target opportunity

awarded

• < minimum

target

0%

• minimum up to

100%

Pro-rata vesting between

50% and 100%

• > 100%100%

The periods and dates relevant to each scheme are

defined below:

• Performance

period

36 months from 1 January

of the financial year for

which the scheme relates

• Vesting date

of rights

A date after LTI

performance conditions

determined

Accounting policy

Total incentive plan ("TIP")

The fair value of rights granted under the TIP

plan is recognised as an employee benefits

expense with a corresponding increase in equity

over the vesting period, being the performance

period and the service period. The fair value

is measured at grant date and the number of

rights are determined using the VWAP of NZME's

shares on the NZX over the first 20 consecutive

NZX trading days after the release of the Group's

financial result for the preceding year.

The fair value at grant date is determined

taking into account the share price, any market

performance conditions and any non-vesting

conditions, but excluding the impact of any

service and non-market performance vesting

conditions.

Non-market vesting conditions are included in

assumptions about the number of rights that are

expected to vest. At each balance sheet date,

the Group revises its estimate of the number of

rights that are expected to become exercisable.

The performance target for the TSR component

of current and future incentive plans is a market

vesting condition which is taken into account

in calculating the grant date fair value. The

fair value reflects the likelihood of various

TSR outcomes and adjustments to unvested

rights are only made to reflect changes in the

number of participants that will meet the service

condition.

The employee benefits expense recognised

each period takes into account the most recent

estimate. The impact of the revision to the

original estimates, is recognised in profit or loss

with a corresponding adjustment to equity.

80 NEW ZEALAND MEDIA AND ENTERTAINMENT

4.4 Dividends
4.4.1 Dividend policy

The Group’s dividend policy is to pay dividends

of between 50-80% (2024: 50-80%) of free cash

flow while having regard to the Company’s capital

requirements, operating performance and financial

position. The payment of dividends is also subject to

the Company being within the leverage ratio range

of 0.5 to 1 times the rolling 12 month trading EBITDA.

4.4.2 Dividends paid and declared

Amounts recognised as distributions to equity holders during the year:

Cents per

Share


$'000

For the year ended 31 December 2025

Final dividend for 2024 declared 25 February 2025, paid 31 March 2025

6.0

11,274

Interim dividend for 2025, declared 25 August 2025, paid 24 September 2025

3.0

5,637

Total dividends declared and paid during the year16,911

Supplementary final dividend for 2024 paid 31 March 2025

1.06

1,284

Supplementary interim dividend for 2025 paid 24 September 2025

0.53

595

Total supplementary dividends declared and paid1,879

Proposed final dividend for the year ended 31 December 20256.011,291

Cents per

Share


$'000

For the year ended 31 December 2024

Final dividend for 2023 declared 20 February 2024, paid 20 March 2024

6.0

11,201

Interim dividend for 2024, declared 26 August 2024, paid 25 September 2024

3.0

5,600

Total dividends declared and paid during the year16,801

Supplementary final dividend for 2023 paid 20 March 2024

1.06

1,494

Supplementary interim dividend for 2024 paid 25 September 2024

0.53

680

Total supplementary dividends declared and paid2 ,174

Proposed final dividend for the year ended 31 December 20246.0 11,274

The dividends paid in 2025 and 2024 were

not franked.

Supplementary dividends were paid to registered

shareholders who were not tax residents in New

Zealand and who held less than 10% of the shares

in the Company at the record date for the related

distribution.

The proposed dividend, declared by the Board

of Directors on 23 February 2026, is to be paid

on 18 March 2026 to registered shareholders as

at 6 March 2026.

ANNUAL REPORT 2025 81

Continued
Notes to the consolidated

financial statements

4.4.3 Imputation credits

2025

$’000

2024

$’000

Imputation credits available for subsequent reporting periods based on the

New Zealand 28% tax rate for the Group

19,12 5

22,642


4.5 Interest bearing liabilities

The following table details the Group’s combined net debt at 31 December 2025.

The movements in these balances during the year are provided in note 4.5.1 Secured bank loans and note

4.5.2 Lease liabilities.

2025

$’000

2024

$’000

Bank loans

24,311

28,731

Cash and cash equivalents

(8,804)

(4,641)

Net bank debt15,507

24,090

Lease liabilities

71,679

79,836

Net debt at 31 December87,1 8 6

103,926

4.5.1 Secured bank loans

2025

$’000

2024

$’000

Bank loans

As at 1 January

28,731

23,490

Proceeds from borrowings

90,500

124,000

Repayments of borrowings

(95,000)

(119,000)

Capitalised borrowing costs

(159)

-

Amortisation of borrowing costs

83

98

Loan modification adjustment

156

143

As at 31 December24,311

28,731

Cash and cash equivalents

As at 1 January

(4,641)

(5,524)

Cash flows

(4,163)

883

As at 31 December(8,804)

(4,641)

Net bank debt15,507

24,090

82 NEW ZEALAND MEDIA AND ENTERTAINMENT

The Group is funded from a combination of its
own cash reserves and NZ$60 million bilateral bank

loan facilities (2024: $50 million), which NZME

refinanced on 26 June 2025, of which $24.5 million

(2024: $29.0 million) is drawn and $35.5 million

(2024: $21.0 million) is undrawn as at 31 December 2025.

This facility expires on 31 August 2028.

The interest rate for the drawn facility is the

BKBM plus credit margin.

The NZME bilateral facilities contain undertakings

which are customary for facilities of this nature

including, but not limited to, provision of information,

negative pledge and restrictions on priority

indebtedness and disposals of assets. The total

assets of the Group are collateral for the Interest-

bearing liability.

In addition, the Group must comply with financial

covenants (a net debt to EBITDA ratio and an EBITDA

to net interest expense ratio) for each 12 month

period ending on 31 March, 30 June, 30 September

and 31 December. The EBITDA used in Covenant

calculations is a twelve month rolling EBITDA

excluding NZ IFRS 16 adjustments. The Group has

complied with these covenants throughout the year.

Accounting policy

Borrowings are initially recognised at fair value less attributable transaction costs and subsequently

measured at amortised cost. Any difference between cost and redemption value is recognised in

the statement of profit or loss over the period of the borrowing on an effective interest basis.

Costs incurred in connection with the arrangement of borrowings are deferred and amortised over

the period of the borrowing. These costs are netted off against the carrying value of borrowings in

the balance sheet.

4.5.2 Lease liabilities

2025

$’000

2024

$’000

As at 1 January

Current lease liabilities

13,690

12,572

Non-current lease liabilities

66,146

72,105

Total lease liabilities79,836

84,677

Interest on lease liabilities

4,157

4,593

New leases

4,940

7,424

Changes in scope, lease terms and other adjustments

1,225

1,560

Total lease liabilities before cash payments90,158

98,254

Interest paid on leases

(4,157)

(4,593)

Principal payments

(14,322)

(13,825)

Total cash payments(18,479)

(18,418)

Total lease liabilities at 31 December71,679

79,836

Current lease liabilities

14,515

13,690

Non-current lease liabilities

57,1 6 4

66,146

Total lease liabilities at 31 December71,679

79,836

ANNUAL REPORT 2025 83

Continued
Notes to the consolidated

financial statements

4.6 Cash flow information

2025

$’000

2024

$’000

Reconciliation of net cash inflows from operating activities

to profit for the year:

Profit / (loss) for the year

13,087

(16,040)

Depreciation and amortisation

30,959

29,886

Borrowing cost amortisation

83

98

Loan modification adjustment

156

143

Change in current / deferred tax

3,662

(1,675)

Loss on sale of non-current assets

35

90

Group's share of retained losses in joint ventures' and associates'

-

210

Impairment of intangible assets

-

24,000

Impairment of equity accounted investments

-

733

Lease adjustments

(106)

(26)

Loss on loan repayment

82

-

Share based payment expense

341

354

Changes in assets and liabilities net of effect of acquisitions:

Trade and other receivables

2,909

(399)

Inventories

869

2,588

Prepayments

(1,202)

150

Trade and other payables and employee entitlements

(513)

(2,255)

Net cash inflows from operating activities50,362

37,8 57

Accounting policy

For the purposes of presentation on the statement of cash flows, cash and cash equivalents

includes cash on hand and short term deposits held at call with finance institutions, net of

bank overdrafts.

84 NEW ZEALAND MEDIA AND ENTERTAINMENT

4.7 Financial risk management
4.7.1 Capital and risk management

The Group's objectives when managing capital

are to:

• safeguard their ability to continue as a going

concern, so that they can continue to provide

returns for shareholders and benefits for other

stakeholders; and

• maintain an optimal capital structure to reduce

the cost of capital.

In order to maintain or adjust the capital structure,

the Group may adjust the amount of dividends paid

to shareholders, return capital to shareholders, issue

new shares or sell assets to reduce debt.

Refer to note 4.5 for undrawn facilities to which

the Group has access to as well as the net debt

calculation that is used by the Group to manage

capital requirements.

The Group’s activities expose it to a variety

of financial risks:

• market risk, including interest rate risk

and price risk;

• credit risk; and

• liquidity risk.

The Group’s overall risk management programme

focuses on the unpredictability of financial markets

and seeks to minimise potential adverse effects on

the financial performance of the Group. The Group

uses different methods to measure different types of

risk to which it is exposed. These methods include

sensitivity analysis in the case of interest rate and

ageing analysis for credit risk.

Financial risk management is carried out by the

Group Treasury function. The Group Treasury

function meet regularly with the Chief Financial

Officer to cover specific areas, such as interest

rate risk and credit risk, use of derivative financial

instruments and non-derivative financial instruments,

and investment of excess liquidity. Due to the

Group's limited operations in foreign jurisdictions,

the Group does not have a significant foreign

exchange exposure.

4.7.2 Market risk

Cash flow and fair value interest rate risk

Long term borrowings issued at variable rates

expose the Group to cash flow interest rate risk.

Borrowings issued at fixed interest rates expose

the Group to fair value interest rate risk however

this risk is not significant.

Based on the outstanding net floating debt at

31 December 2025 a change in interest rates of

+/-1% per annum with all other variables being

constant would have impacted post-tax profit

and equity by $0.2 million lower / higher

(2024: $0.2 million lower / higher).

Price risk

The Group is not exposed to significant price risk.

4.7.3 Credit risk

Credit risk is managed on a Group basis. Credit risk

arises from cash and cash equivalents and deposits

with banks and financial institutions, as well as

credit exposures to wholesale and retail customers,

including outstanding receivables and committed

transactions. For banks and financial institutions,

the creditworthiness is assessed prior to entering

into arrangements and approved by the Board. For

other customers, NZME's credit control department

assesses the credit quality, taking into account

financial position, past experience and other factors.

The utilisation of credit limits is regularly monitored

and the Group does not normally obtain collateral

from its customers.

ANNUAL REPORT 2025 85

Continued
Notes to the consolidated

financial statements

The table below sets out additional information about the credit quality of trade receivables net of the

provision for impairment.

Past due

Current

$’000

Less than

one month

$’000

One to

three

months

$’000

Three to six

months

$’000

Over six

months

$'000

Tot a l

$'000

31 December 2025

Expected loss rate0.5%2.0%6.6%11.9%18.0%

Trade receivables23,906 6,944 1,282 539 618

33,289

Impaired receivables(114)(136)(85)(64)(111)

(510)

Tot a l23,792 6,808 1,197 475 507 32,779

31 December 2024

Expected loss rate0.5%1.9%5.6%13.7%26.4%

Trade receivables23,646 6,628 1,989 957 941

36,161

Impaired receivables(134)(123)(111)(131)(248)

(747)

Tot a l25,512 6,505 1,878 826 693 35,414

Trade receivables are generally settled within

30 to 45 days. The Directors consider the carrying

amount of trade receivables approximates to their

net fair value. Trade receivables are monitored on

an individual basis and the Company considers

the probability of default upon initial recognition of

the trade receivable and throughout the year and

provides for trade receivables considered to be

impaired.

As at 31 December 2025, trade receivables of

$2,179,000 (2024: $3,397,000) were past due

but not impaired.

The maximum exposure to credit risk at

31 December 2025 is equal to the carrying

amount of cash and cash equivalents and trade

and other receivables. The Group manages any

concentration of credit risk for its banks and

financial institutions through creditworthiness

assessments. The Group is not exposed to credit

risk within trade and other receivables.

Credit risk further arises in relation to financial

guarantees given to certain parties from time to time.

4.7.4 Liquidity risk

Prudent liquidity risk management implies

maintaining sufficient cash and marketable

securities, the availability of funding through an

adequate amount of committed credit facilities

and the ability to close out market positions. Due

to the dynamic nature of the underlying business,

Group Treasury aims at maintaining flexibility in

funding by keeping committed credit lines available.

Management monitors rolling forecasts of the

Group’s liquidity reserve on the basis of expected

cash flows.

The tables below analyse the Group’s financial

liabilities including interest to maturity into relevant

maturity groupings based on the remaining period

at the balance sheet date to the contractual maturity

date. The amounts disclosed in the tables are the

contractual undiscounted cash flows.

86 NEW ZEALAND MEDIA AND ENTERTAINMENT

Less than
one year

$’000

Between one

and two years

$’000

Between

two and

five years

$’000

Over five

years

$’000

Total cash

flows

$’000

31 December 2025

Trade, other payables and accruals28,599 - - -

28,599

Lease liabilities17,93 6 17,4 87 43,290 2,552

81,265

Bank loans 1,348 1,34825,398 -

28,094

Tot a l47, 8 8 3 18,83568,6882,552 1 37,9 5 8

31 December 2024

Trade, other payables and accruals29,062 360 - -

29,422

Lease liabilities17,373 16,473 45,739 13,020

92,605

Bank loans 2,175 29,000 - -

31,175

Tot a l48,610 45,833 45,739 13,020 153,202

4.8 Fair value measurement

The Group measures and recognises

the following assets and liabilities at fair value

on a recurring basis:

• Financial assets at fair value through

profit or loss (FVTPL);

• Land and buildings (excluding leasehold

improvements).

4.8.1 Fair value hierarchy

NZ IFRS 13 requires disclosure of fair value

measurements by level of the following fair value

measurement hierarchy:

• Level 1: quoted prices (unadjusted) in active

markets for identical assets or liabilities;

• Level 2: inputs other than quoted prices included

within level 1 that are observable for the asset or

liability, either directly or indirectly; and

• Level 3: inputs for the asset or liability that

are not based on observable market data

(unobservable inputs).

4.8.2 Recognised fair value measurements

Note

2025

$’000

2024

$’000

Recurring fair value measurements

Non-financial assets (Level 3)

Freehold land3.2

580

580

Buildings3.2

182

245

Total non-financial assets762

825

ANNUAL REPORT 2025 87

Continued
Notes to the consolidated

financial statements

Other financial assets at 31 December 2024

comprised of a loan to Eventfinda NZ Ltd and this

was measured at amortised cost. The loan was

interest-bearing and was repayable under certain

conditions. The loan was repaid on 30 September

2025.

All fair value measurements referred to above are

in level 3 of the fair value hierarchy and there were

no transfers between levels. The Group’s policy is

to recognise transfers between fair value hierarchy

levels as at the end of the year.

4.8.3 Disclosed fair values

The Group also has a number of assets and liabilities

which are not measured at fair value but for which

fair values are disclosed in these notes.

The carrying amounts of current trade receivables

and payables are assumed to approximate their fair

values due to their short-term nature.

The fair value of the non-current trade receivables

are assumed to approximate their carrying values as

the balances comprise of prepayments in relation

to cash already received by the Group and lease

receivables where the carrying value has been

calculated based on net present values of future

cash inflows.

The fair value of Interest-bearing liabilities disclosed

in note 4.5 is estimated by discounting the future

contractual cash flows at the current market

interest rates that are available to the Group for

similar financial instruments. For the year ended

31 December 2025, the borrowing rates were

determined to be between 4.5% and 6.5% (2024:

between 6.4% and 7.9%), depending on the

type of borrowing. The fair value of borrowings

approximates the carrying amount, as the impact of

discounting is not significant.

4.8.4 Valuation techniques used to derive at level

2 and 3 fair values

Recurring fair value measurements

The fair value of financial instruments that are not

traded in an active market is determined using

valuation techniques. These valuation techniques

maximise the use of observable market data where

it is available and rely as little as possible on entity

specific estimates. If all significant inputs required

to fair value an instrument are observable, the

instrument is included in level 2.

If one or more of the significant inputs is not based

on observable market data, the instrument is

included in level 3.

The Group uses Directors' valuations, supported by

an independent valuation performed in February

2024, for its freehold land and buildings less

subsequent depreciation for buildings, to ensure

that the carrying value of the assets is materially

consistent with their fair value. The land and

buildings owned by the Group are transmission

sites and associated buildings, and as such are

specialised and have limited saleability. The best

evidence of fair value is current prices in an active

market for similar properties; however, these are not

readily available for such specialised sites in such

locations. The Directors believe that the current

carrying value of the assets equates to their fair

value given the nature and location of the assets.

All resulting fair value estimates for properties are

included as level 3.

88 NEW ZEALAND MEDIA AND ENTERTAINMENT

5.0 Taxation
5.1 Taxation

2025

$’000

2024

$’000

Reported income tax expense comprises:

Current tax expense

5,578

2,648

Deferred tax (benefit) / expense

(13)

1,119

Over provision in prior years

(13)

(229)

Income tax expense5,552

3,538

Income tax expense differs from the amount prima facie

payable as follows:

Profit / (loss) before income tax expense

18,639

(12,502)

Prima facie income tax at 28%

5,219

(3,501)

Non-assessable loss from equity accounting of investments

in joint ventures and associates

-

59

Non-deductible expenses

294

283

Share schemes' assessable cost

52

-

Non-deductible impairment

-

6,926

Over provision in prior years

(13)

(229)

Income tax expense5,552

3,538

ANNUAL REPORT 2025 89

Continued
Notes to the consolidated

financial statements

5.2 Deferred tax

Deferred tax assets and liabilities are attributable to:


Opening

balance

$’000

Recognised

in income

$’000

Recognised

in equity

$’000

Closing

balance

$’000

2024

Employee entitlements1,091(318)-

773

Provision for impairment17732-

209

Accruals / restructuring287(130)-

157

Intangible assets (270)37-

(233)

Property, plant and equipment1,343519-

1,862

Right-of-use assets (17,9 0 0)1,220-

(16,680)

Lease liabilities23,710(1,356)-

22,354

Finance lease receivables(1,242)69-

(1,173)

Share schemes2,012(1,199)(26)

787

Other17-

8

As at 31 December 20249,209 (1,119)(26)8,064

2025

Employee entitlements773 49 -

822

Provision for impairment209 (66)-

143

Accruals / restructuring157 (171)-

(14)

Intangible assets (233)38 -

(195)

Property, plant and equipment1,862 929 -

2,791

Right-of-use assets(16,680)1,831 -

(14,849)

Lease liabilities22,354 (2,284)-

20,070

Finance lease receivables(1,173)238 -

(935)

Share schemes787 (550)72

309

Other8 (1)-

7

As at 31 December 20258,064 13 72 8,149

There are unrecognised tax losses of $2,019,225 (A$1,744,812) (2024: $1,928,824 (A$1,744,812)) in an

Australian subsidiary of the Company which have not been recognised as there is uncertainty as to their

future recoverability. The deferred tax asset on these losses was not offset against the deferred tax liabilities

of the rest of the Group because they are levied by a different tax authority.

90 NEW ZEALAND MEDIA AND ENTERTAINMENT

Accounting policies
The tax expense for the year comprises current

and deferred tax. Tax is recognised in the income

statement, except to the extent that it relates

to items recognised in other comprehensive

income or directly in equity. In this case the tax is

also recognised in other comprehensive income

or directly in equity, respectively.

Assets and liabilities are offset when there is a

legally enforceable right to offset current tax

assets against current tax liabilities and when the

deferred income tax assets and liabilities relate

to income taxes levied by the same taxation

authority on either the same taxable entity

or different taxable entities where there is an

intention to settle the balances on a net basis.

Income tax

The current income tax charge is calculated

on the basis of the tax laws enacted or

substantively enacted at the balance sheet

date in the countries where the Company and

its subsidiaries operate and generate taxable

income. Management periodically evaluates

positions taken in tax returns with respect to

situations in which applicable tax regulation is

subject to interpretation. It establishes provision

where appropriate on the basis of amounts

expected to be paid to the tax authorities.

Deferred tax

Deferred tax is recognised, using the liability

method, on temporary differences arising

between the tax bases of assets and liabilities

and their carrying amounts in the consolidated

financial statements. However, deferred tax

liabilities are not recognised if they arise from

the initial recognition of goodwill; deferred

income tax is not accounted for if it arises from

initial recognition of an asset or liability in a

transaction other than a business combination

that at the time of the transaction affects neither

accounting nor taxable profit or loss. Deferred

income tax is determined using tax rates (and

laws) that have been enacted or substantially

enacted by the balance sheet date and are

expected to apply when the related deferred

income tax asset is realised or the deferred

income tax liability is settled.

Assets are recognised only to the extent that

it is probable that future taxable profit will

be available against which the temporary

differences can be utilised.

Tax is provided on temporary differences arising

on investments in subsidiaries and associates,

except for tax liabilities where the timing of

the reversal of the temporary difference is

controlled by the Group and it is probable that

the temporary difference will not reverse in the

foreseeable future.

ANNUAL REPORT 2025 91

Continued
Notes to the consolidated

financial statements

6.0 Group structure and investments in other entities

6.1 Controlled entities

The consolidated financial statements incorporate

the assets, liabilities and results of the subsidiaries

listed below. Unless otherwise stated, they have

share capital consisting solely of ordinary shares

that are held directly by the Group, and the

proportion of ownership interest held equals the

voting rights held by the Group. All entities are

incorporated in, and operate in, New Zealand and

the ownership interest is 100% unless otherwise

stated. There were no changes in control during the

year ended 31 December 2025.

Name of entityName of entity

NZME Advisory LimitedNZME Radio Investments Limited

NZME Australia Pty Limited

A

NZME Radio Limited

B

NZME Educational Media LimitedNZME Specialist Limited

NZME Holdings LimitedThe Hive Online Limited

NZME Investments Limited New Zealand Radio Network Limited

NZME Print Limited The Radio Bureau Limited

NZME Publishing LimitedOneRoof Limited

A

Incorporated in, and operates in, Australia.

B

One "Kiwi Share" held by the Minister of Finance. The rights and obligations are set out in the

NZME Radio constitution.

Accounting policy

The Group controls an entity when the Group is exposed to, or has rights to, variable returns

from its involvement with the entity and has the ability to affect those returns through its power

to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which

control is transferred to the Group. They are de-consolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the Group.

Intercompany transactions, balances and unrealised gains on transactions between Group

companies are eliminated. Accounting policies of subsidiaries have been changed where

necessary to ensure consistency with the policies adopted by the Group. Non-controlling

interests in the results and equity of subsidiaries are shown separately in the consolidated

income statement, statement of comprehensive income, statement of changes in equity

and balance sheet respectively.

92 NEW ZEALAND MEDIA AND ENTERTAINMENT

6.2 Interests in other entities
6.2.1 Associates, joint ventures and joint operations

The Group has the following associates, joint ventures and joint operations:

2025

Ownership

Interest

2024

Ownership

Interest

Name of entity

Eveve New Zealand Limited

A

0%

40%

New Zealand Press Association Limited

A

38.82%

38.82%

Restaurant Hub Limited

A

0%

38%

The Beacon Printing & Publishing Company Limited

A

21%

21%

The Gisborne Herald Company Limited

A

49%

49%

The Wairoa Star Limited

A

40.41%

40.41%

The Radio Bureau

B

50%

50%

A

These entities are classified as joint ventures or associates and are accounted for using the equity method

in the consolidated financial statements.

B

The Radio Bureau is classified as a joint operation and the Group has included its direct right to the assets,

liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets,

liabilities, revenues and expenses in these consolidated financial statements.

The Group sold its investments in Eveve New Zealand Limited and Restaurant Hub Limited on 31 October 2025

for $1.0 each. Prior to their sale the carrying value of these investments in the balance sheet was zero as they

had been fully impaired at the end of the prior reporting period.

6.2.2 Equity accounted investments

2025

$’000

2024

$’000

As at 1 January1,825

2,768

Share of operating losses

-

(210)

Impairment of investments

-

(733)

As at 31 December1,825

1,825

The equity accounted investments are not considered to be material to the Group's operations or

results and therefore no disclosures of the summarised financial information for these investments

have been made.

ANNUAL REPORT 2025 93

Continued
Notes to the consolidated

financial statements

Accounting policies

Associates

Associates are all entities over which the Group

has significant influence but not control or joint

control. Interests in associates are accounted

for in the consolidated financial statements

using the equity method (see below), after

initially being recognised at cost. The Group’s

investment in associates includes goodwill (net

of any accumulated impairment loss) identified

on acquisition.

Joint arrangements

Under NZ IFRS 11: Joint Arrangements

investments in joint arrangements are classified

as either joint operations or joint ventures. The

classification depends on the contractual rights

and obligations of each investor, rather than the

legal structure of the joint arrangement.

The Group recognises its direct right to the

assets, liabilities, revenues and expenses

of joint operations and its share of any jointly

held or incurred assets, liabilities, revenues

and expenses. These have been incorporated

in the consolidated financial statements under

the appropriate headings.

The Group's interests in joint ventures are

accounted for using the equity method

(see below) after initially being recognised

at cost in the consolidated balance sheet.

Equity method of accounting

Under the equity method of accounting, the

investments are initially recognised at cost and

adjusted thereafter to recognise the Group’s

share of the post-acquisition profits or losses

of the investee in profit or loss, and the Group’s

share of movements in other comprehensive

income of the investee in other comprehensive

income. Dividends received or receivable from

associates and joint ventures are recognised

as a reduction in the carrying amount of

the investment.

When the Group’s share of losses in an equity-

accounted investment equals or exceeds

its interest in the entity, including any other

unsecured long-term receivables, the Group

does not recognise further losses, unless it

has incurred obligations or made payments

on behalf of the other entity.

Unrealised gains on transactions between the

Group and its associates and joint ventures

are eliminated to the extent of the Group’s

interest in these entities. Unrealised losses

are also eliminated unless the transaction

provides evidence of an impairment of the

asset transferred. Accounting policies of equity

accounted investees have been changed where

necessary to ensure consistency with the

policies adopted by the Group.

The carrying amount of equity-accounted

investments is tested for impairment whenever

events or changes in circumstances indicate that

the carrying amount may not be recoverable.

94 NEW ZEALAND MEDIA AND ENTERTAINMENT

7.0 Related parties
7.1 Key management compensation

Note

2025

$’000

2024

Restated

$’000

Total remuneration for Directors and other

key management personnel:

Short term benefits

A

5,612

4,907

Post-employment benefits

A

142

90

Termination benefits

292

-

Share-based payments4.2

341

354

6,387

5,351

A

Prior period information has been restated to ensure consistency with current year disclosures and

to provide more meaningful comparison.

The table above includes remuneration of the Board of Directors and the Executive Team, including amounts

paid to members of the Executive Team and Directors who left during the year. Where a staff member was

acting in a position on the Executive Team, that portion of their remuneration has been included in the

table above. In addition to the amounts shown above, some of the Directors and Executive team received

dividends, relating to shares held in the Company, of $2,424,000 (2024: $325,000).

7.2 Other transactions with related parties

The following table details the year end balances between the Group and its associates.

2025

$’000

2024

$’000

Balances with associates

Receivables

284

336

The following table details the transactions between the Group and its associates during the year.

2025

$’000

2024

$’000

Transactions with associates

Advertising revenue earned

3

12

Services provided by the Group

46

296

Services received by the Group

-

(34)

8.0 Commitments and

contingent liabilities

The Group is subject to litigation incidental to the

business, none of which is expected to be material.

9.0 Subsequent events

The Directors are not aware of any material

events subsequent to the balance sheet date.

ANNUAL REPORT 2025 95


PwC New Zealand, PwC Tower, 15 Customs Street West,

Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000

pwc.co.nz

Independent auditor’s report

To the shareholders of NZME Limited

Our opinion

In our opinion, the accompanying consolidated financial statements (the financial statements) of NZME Limited

(the Company), including its subsidiaries (the Group), present fairly, in all material respects, the financial position

of the Group as at 31

December 2025, its financial performance, and its cash flows for the year then ended in

accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and

International Financial Reporting Standards Accounting Standards (IFRS

Accounting Standards).

What we have audited

The Group's financial statements comprise:

• the consolidated balance sheet as at 31 December 2025;

• the consolidated statement of profit or loss and other comprehensive income for the year then ended;

• the consolidated statement of changes in equity for the year then ended;

• the consolidated statement of cash flows for the year then ended; and

• the notes to the financial statements, comprising material accounting policy information and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and

International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the

Auditor’s responsibilities for the audit of the

financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by

the New Zealand Auditing and Assurance Standards Board (PES 1) and the International Code of Ethics for

Professional Accountants (including International Independence Standards) issued by the International Ethics

Standards Board for Accountants (IESBA Code), as applicable to audits of financial statements of public interest

entities. We have also fulfilled our other ethical responsibilities in accordance with PES 1 and the IESBA Code.


PwC New Zealand, PwC Tower, 15 Customs Street West,

Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000

pwc.co.nz

Independent auditor’s report

To the shareholders of NZME Limited

Our opinion

In our opinion, the accompanying consolidated financial statements (the financial statements) of NZME Limited

(the Company), including its subsidiaries (the Group), present fairly, in all material respects, the financial position

of the Group as at 31 December 2025, its financial performance, and its cash flows for the year then ended in

accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and

International Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).

What we have audited

The Group's financial statements comprise:

• the consolidated balance sheet as at 31 December 2025;

• the consolidated statement of profit or loss and other comprehensive income for the year then ended;

• the consolidated statement of changes in equity for the year then ended;

• the consolidated statement of cash flows for the year then ended; and

• the notes to the financial statements, comprising material accounting policy information and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and

International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the

Auditor’s responsibilities for the audit of the financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by

the New Zealand Auditing and Assurance Standards Board (PES 1) and the International Code of Ethics for

Professional Accountants (including International Independence Standards) issued by the International Ethics

Standards Board for Accountants (IESBA Code), as applicable to audits of financial statements of public interest

entities. We have also fulfilled our other ethical responsibilities in accordance with PES 1 and the IESBA Code.

96 NEW ZEALAND MEDIA AND ENTERTAINMENT

PwC – Independent auditor’s report
In our capacity as auditor, our firm also provides review services. Our firm also has a corporate subscription and

places advertising with the Group on normal terms. In addition, certain partners and employees of our firm may

deal with the Group on normal terms within the ordinary course of trading activities of the business. The firm has

no other relationship with, or interests in, the Group.


Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the financial statements of the current year. These matters were addressed in the context of our audit of the

financial statements as a whole

, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.

Description of the key audit matter How our audit addressed the key audit matter


Impairment assessment of indefinite life intangible

assets

As at 31 December 2025, the total carrying amount of the

Group’s indefinite life intangible assets, comprising

mastheads and brands, amounts to $81.1 million. Annual

impairment testing is required under NZ IFRS.

To assess the recoverable amount of these assets, the

Group prepared discounted cash flow models on a Value-In-

Use (VIU) basis.

The cash generating units (CGUs) identified are Audio,

Publishing and OneRoof. Assets have been allocated to

individual CGUs, including indefinite life intangible assets

which have been allocated to Audio and Publishing.

The impairment assessment is considered a key audit matter

due to the significance of the carrying value of the indefinite

life intangible assets as well as the inherent judgements

involved.

Key estimates and assumptions included in the impairment

assessment are:

• the expected future cash flows of each CGU, which

include estimates and assumptions on revenue;

• discount rates; and

• long -term growth rates.

Based on the assumptions above, no impairment of indefinite

life intangible assets has been recognised. However,

management identified sensitivities where a reasonably

possible change in the key assumptions of the Publishing

CGU may result in the carrying amount exceeding its

recoverable amount.

Refer to note 3.1.1 of the financial statements for further

information.


We performed the following audit procedures in relation to the

impairment assessment and key management judgements:

• held discussions with management and understood the

processes undertaken and basis for determining the key

assumptions;

• evaluated the design of controls, determined if they are

designed effectively, and confirmed that they have been

implemented;

• considered the appropriateness of management’s CGU

assessment;


considered the appropriateness of the basis of allocation

of assets and liabilities and the forecast cash flows to

the CGUs;


considered the reasonableness of unallocated costs and

whether these should be allocated to a CGU;

• gained an understanding of the forecast outlook for the

industry and the strategic direction of the business; and

• performed our own sensitivity assessment on the cash

flow forecasts to determine whether reasonably possible

adverse changes in the key assumptions would result in

an impairment.

In relation to the recoverable amounts determined using VIU,

we:

• tested the mathematical accuracy of the VIU

calculations;

• compared the forecast cash flows used for 2026 to the

Board approved budget, which is adjusted to comply

with NZ IAS 36 requirements;

• assessed and challenged the reasonableness of the

forecast cash flows used for 2027 to 2030, including

management’s estimates and assumptions on forecast

revenues, with reference to historical performance and

external market evidence;

• engaged our auditor’s valuation expert to assist us to

assess and challenge the reasonableness of the

discount rates and terminal growth rates.

We also considered the appropriateness of disclosures made

including key assumptions and sensitivities.


PwC – Independent auditor’s report

In our capacity as auditor, our firm also provides review services. Our firm also has a corporate subscription and

places advertising with the Group on normal terms. In addition, certain partners and employees of our firm may

deal with the Group on normal terms within the ordinary course of trading activities of the business. The firm has

no other relationship with, or interests in, the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the financial statements of the current year. These matters were addressed in the context of our audit of the

financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.

Description of the key audit matter How our audit addressed the key audit matter


Impairment assessment of indefinite life intangible

assets

As at 31 December 2025, the total carrying amount of the

Group’s indefinite life intangible assets, comprising

mastheads and brands, amounts to $81.1 million. Annual

impairment testing is required under NZ IFRS.

To assess the recoverable amount of these assets, the

Group prepared discounted cash flow models on a Value-In-

Use (VIU) basis.

The cash generating units (CGUs) identified are Audio,

Publishing and OneRoof. Assets have been allocated to

individual CGUs, including indefinite life intangible assets

which have been allocated to Audio and Publishing.

The impairment assessment is considered a key audit matter

due to the significance of the carrying value of the indefinite

life intangible assets as well as the inherent judgements

involved.

Key estimates and assumptions included in the impairment

assessment are:

• the expected future cash flows of each CGU, which

include estimates and assumptions on revenue;

• discount rates; and

• long -term growth rates.

Based on the assumptions above, no impairment of indefinite

life intangible assets has been recognised. However,

management identified sensitivities where a reasonably

possible change in the key assumptions of the Publishing

CGU may result in the carrying amount exceeding its

recoverable amount.

Refer to note 3.1.1 of the financial statements for further

information.


We performed the following audit procedures in relation to the

impairment assessment and key management judgements:

• held discussions with management and understood the

processes undertaken and basis for determining the key

assumptions;

• evaluated the design of controls, determined if they are

designed effectively, and confirmed that they have been

implemented;

• considered the appropriateness of management’s CGU

assessment;

• considered the appropriateness of the basis of allocation

of assets and liabilities and the forecast cash flows to

the CGUs;

• considered the reasonableness of unallocated costs and

whether these should be allocated to a CGU;

• gained an understanding of the forecast outlook for the

industry and the strategic direction of the business; and

• performed our own sensitivity assessment on the cash

flow forecasts to determine whether reasonably possible

adverse changes in the key assumptions would result in

an impairment.

In relation to the recoverable amounts determined using VIU,

we:

• tested the mathematical accuracy of the VIU

calculations;

• compared the forecast cash flows used for 2026 to the

Board approved budget, which is adjusted to comply

with NZ IAS 36 requirements;

• assessed and challenged the reasonableness of the

forecast cash flows used for 2027 to 2030, including

management’s estimates and assumptions on forecast

revenues, with reference to historical performance and

external market evidence;

• engaged our auditor’s valuation expert to assist us to

assess and challenge the reasonableness of the

discount rates and terminal growth rates.

We also considered the appropriateness of disclosures made

including key assumptions and sensitivities.


ANNUAL REPORT 2025 97

PwC – Independent auditor’s report
Our audit approach

Overview


Overall group materiality: $1,706,000, which represents approximately 0.5% of Revenue.

We chose total revenue as the benchmark because, in our view, it is the benchmark against which the

performance of the Group is most commonly measured by users, and is a generally accepted benchmark.

In our judgement, revenue provides a more stable measure for establishing our materiality benchmark and

best reflects performance of the Group. We chose 0.5% based on our professional judgement, noting that it

is also within the range of commonly accepted thresholds for entities where revenue is considered the

appropriate benchmark.

We performed a full scope audit over the consolidated information of the Group.

As reported above, we have one key audit matter, being:

• impairment assessment of indefinite life intangible assets.





As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the

financial statements. In particular, we considered where management made subjective judgements; for example, in

respect of significant accounting estimates that involved making assumptions and considering future events that are

inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls,

including among other matters, consideration of whet

her there was evidence of bias that represented a risk of

material misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable

assurance about whether the financial statements are free from material misstatement. Misstatements may arise

due to fraud or error. They are

considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of the financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the

overall group materiality for the financial statements as a whole as set out above. These, together with qualitative

considerations, helped us

to determine the scope of our audit, the nature, timing and extent of our audit

procedures, and to evaluate the effect of misstatements, both individually and in the aggregate, on the financial

statements as a whole.


How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the

financial statements as a whole, taking into account the structure of the Group, the accounting processes and

controls, and the industries in w

hich the Group operates.

Other information

The Directors are responsible for the other information. The other information comprises the information included

in the Annual Report, but does not include the financial statements and our auditor’s report thereon.


Our opinion on the financial statements does not cover the other information and we do not express any form of

audit opinion or assurance conclusion thereon.



98 NEW ZEALAND MEDIA AND ENTERTAINMENT

PwC – Independent auditor’s report
In connection with our audit of the financial statements, our responsibility is to read the other information and, in

doing so, consider whether the other information is materially inconsistent with the financial statements or our

knowledge obtained in the

audit, or otherwise appears to be materially misstated. If, based on the work we have

performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that

there is a material misstatement of this other informati

on, we are required to report that fact. We have nothing to

report in this regard.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial

statements in accordance with NZ IFRS and IFRS Accounting Standards, and for such internal control as the

Directors determine is necessary t

o enable the preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a

going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of

accounting unless the D

irectors either intend to liquidate the Group or to cease operations, or have no realistic

alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from

material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a

high level of assurance, but is not a guarantee that an audit conducted in accordance with

ISAs (NZ) and ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud

or error and are considered material if, individuall

y or in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the External

Reporting Board’s website at:


https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that

we might state those matters which we are required to state to them in an auditor’s report and for no other purpose.

To the fullest extent permi

tted by law, we do not accept or assume responsibility to anyone other than the Company

and the Company’s shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Lisa Crooke.

For and on behalf of

PricewaterhouseCoopers Auckland

23 February 2026


PwC – Independent auditor’s report

In connection with our audit of the financial statements, our responsibility is to read the other information and, in

doing so, consider whether the other information is materially inconsistent with the financial statements or our

knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have

performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that

there is a material misstatement of this other information, we are required to report that fact. We have nothing to

report in this regard.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial

statements in accordance with NZ IFRS and IFRS Accounting Standards, and for such internal control as the

Directors determine is necessary to enable the preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a

going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of

accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic

alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from

material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with

ISAs (NZ) and ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud

or error and are considered material if, individually or in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the External

Reporting Board’s website at:

https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that

we might state those matters which we are required to state to them in an auditor’s report and for no other purpose.

To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company

and the Company’s shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Lisa Crooke.

For and on behalf of

PricewaterhouseCoopers Auckland

23 February 2026



PwC – Independent auditor’s report

In connection with our audit of the financial statements, our responsibility is to read the other information and, in

doing so, consider whether the other information is materially inconsistent with the financial statements or our

knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have

performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that

there is a material misstatement of this other information, we are required to report that fact. We have nothing to

report in this regard.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial

statements in accordance with NZ IFRS and IFRS Accounting Standards, and for such internal control as the

Directors determine is necessary to enable the preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a

going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of

accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic

alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from

material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with

ISAs (NZ) and ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud

or error and are considered material if, individually or in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the External

Reporting Board’s website at:

https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that

we might state those matters which we are required to state to them in an auditor’s report and for no other purpose.

To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company

and the Company’s shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Lisa Crooke.

For and on behalf of

PricewaterhouseCoopers Auckland

23 February 2026


ANNUAL REPORT 2025 99

Directory
Registered Address

NZME Limited

2 Graham St

Auckland 1010

New Zealand

Registered Office Contact Details

Phone: +64 9 379 5050

Website: www.nzme.co.nz

Email: Investor_Relations@nzme.co.nz

Auditors

PricewaterhouseCoopers

Principal Bankers

Westpac

Principal Solicitors

Bell Gully

Share Registry

MUFG Pension & Market Services

Share Registry Contact Details

Postal Address: PO Box 91976

Auckland 1142

Street Address: Level 30 PwC Tower

15 Customs Street West

Auckland

Phone: +64 9 375 5998

Website: www.mpms.mufg.com

Email: enquiries.nz@cm.mpms.mfug.com

100 NEW ZEALAND MEDIA AND ENTERTAINMENT

ANNUAL REPORT 2025 101

---

Distribution Notice




Please note: all cash amounts in this form should be provided to 8 decimal places


Section 1: Issuer information

Name of issuer NZME Limited

Financial product name/description Ordinary shares

NZX ticker code NZM

ISIN (If unknown, check on NZX

website)

NZNZME0001S0

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies

Record date 06 March 2026

Ex-Date (one business day before the

Record Date)

05 March 2026

Payment date (and allotment date for

DRP)

18 March 2026

Total monies associated with the

distribution

1


$ 11,290,897.14000000


Source of distribution (for example,

retained earnings)

Retained earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

2

$0.08333333

Gross taxable amount

3

$0.08333333

Total cash distribution

4

$0.06000000

Excluded amount (applicable to listed

PIEs)

$

Supplementary distribution amount $0.01058824

Section 3: Imputation credits and Resident Withholding Tax

5


Is the distribution imputed Fully imputed X

Partial imputation

No imputation


1

Continuous issuers should indicate that this is based on the number of units on issue at the date of the form

2

“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of

Resident Withholding Tax (RWT).

3

“Gross taxable amount” is the gross distribution minus any excluded income.

4

“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.

This should include any excluded amounts, where applicable to listed PIEs.

5

The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is

fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute

advice as to whether or not RWT needs to be withheld.

If fully or partially imputed, please
state imputation rate as % applied

6


28%

Imputation tax credits per financial

product

$0.02333333

Resident Withholding Tax per

financial product

$0.00416667

Section 4: Distribution re-investment plan (if applicable)

DRP % discount (if any)

%

Start date and end date for

determining market price for DRP


Date strike price to be announced (if

not available at this time)


Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)


DRP strike price per financial product

$

Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms


Section 5: Authority for this announcement

Name of person authorised to make

this announcement

Michael Boggs

Contact person for this

announcement

Jo Hempstead

Contact phone number 021 244 5898

Contact email address jo.hempstead@nzme.co.nz

Date of release through MAP 24 February 2026






6

Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.

---

23 February 2026



Company Announcements Office

Exchange Centre

Level 6

20 Bridge Street

Sydney NSW 2000

Australia






Dear Sir/Madam


NZME Limited (ASX/NZX: NZM) – ASX Listing Rule 1.15.3


This letter is to confirm that for the purposes of ASX Listing Rule 1.15.3, NZME Limited has

complied with, and continues to comply with, the NZX Listing Rules.



Yours faithfully




Jo Hempstead

Chief Financial Officer

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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