Notice of Annual Shareholders' Meeting

NZME NOTICE OF ANNUAL
SHAREHOLDERS’ MEETING

To be held Wednesday 22 April 2026 at the NZME iHeart
Lounge, 2 Graham Street, Auckland Central. And online at
virtualmeeting.co.nz/nzm26 commencing at 3:00pm



IMPORTANT DATES AND TIMES

Latest time for receipt of proxy voting
forms:
Monday 20 April 2026, 3.00pm

Vote-eligibility date for voting
entitlements for the Annual Shareholders’
Meeting:
Monday 20 April 2026, 5.00pm





Annual Shareholders’ Meeting:
Wednesday 22 April 2026, 3:00pm

All times are in New Zealand time.

The Directors invite shareholders to
join them for afternoon tea at the
conclusion of the meeting.

NZME NOTICE OF ANNUAL SHAREHOLDERS’
MEETING
Dear Shareholder,
NZME Limited (NZME) invites you to join in person or online its 2026 Annual Shareholders’
Meeting (the 2026 Annual Shareholders’ Meeting or the meeting).
Notice is hereby given that the meeting will be held at the NZME iHeart Lounge,
2 Graham Street, Auckland Central and online at www.virtualmeeting.co.nz/nzm26 on
Wednesday 22 April 2026
Agenda
1.Chair’s Address
Steven Joyce
2.Chief Executive Officer’s Address
Michael Boggs
3.Ordinary Resolutions
To consider and, if thought fit, to pass the following
ordinary resolutions:
Ordinary Resolution 1
Election of Incumbent NZME Director: Bowen Pan
That Bowen Pan, who was appointed as a director by
the Board since the last Annual Shareholders’
Meeting in accordance with the Company’s
Constitution and who holds office until this meeting,
be and is hereby elected as a director of NZME.
The Board unanimously supports the appointment of
Mr Pan as a Director of NZME and strongly
recommend that you vote FOR Ordinary
Resolution 1.
Please see explanatory notes for further information.
Ordinary Resolution 2
Election of Incumbent NZME Director: Kate Parsons
That Kate Parsons, who was appointed as a director
by the Board since the last Annual Shareholders’
Meeting in accordance with the Company’s
Constitution and who holds office until this meeting,
be and is hereby elected as a director of NZME.
The Board unanimously supports the appointment of
Ms Parsons as a director of NZME and strongly
recommend that you vote FOR Ordinary Resolution 2.
Please see explanatory notes for further information.
Ordinary Resolution 3
Election of NZME Director: Benedict Ong
That Benedict Ong, who has nominated himself for
election as a director in accordance with Rules 2.3.1
and 2.3.2 of the NZX Listing Rules be and is hereby
elected as a director of NZME.
The Board does not currently have sufficient
information regarding Mr Ong to form a view
regarding the specific relevant skills and expertise that
he would bring to the NZME Board. The Board is of
the view that the ongoing Board, which, following the
retirement of Carol Campbell, will be comprised of six
directors including those directors up for re-election,
is an appropriate size, and possesses an appropriate
balance of skills and expertise having regard to the
size and nature of NZME’s business.
Please see explanatory notes for further information.
Ordinary Resolution 4
Auditor’s Remuneration
That the Directors of NZME be authorised to fix the
fees and expenses of the auditor for the financial year
ending 31 December 2026.
Please see explanatory notes for further information.
4.General Business
To consider such other business as may be properly
brought before the meeting.
On behalf of the Board
Steven Joyce
Chair
20 March 2026

Explanatory notes


Ordinary Resolution 1:
Election of Incumbent NZME Director: Bowen
Pan

Bowen was appointed as an independent director of the
NZME Board on 13 June 2025. Clause 25.2 of the NZME
Constitution and NZX Listing Rule 2.7.1 requires that a
director appointed by the Board may hold office only until
the next annual meeting, and will then be eligible for
election.

Having had regard to the factors described in the NZX
Corporate Governance Code that may impact director
independence, the NZME Board considers that Bowen Pan
qualifies as an independent director.

He is a 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. In addition to advising globally
ambitious founders, Bowen also serves on the board of
Milford Asset Management and on the University of
Auckland Business School advisory board. Bowen is the
Chair of NZME’s OneRoof Advisory Board.


Ordinary Resolution 2:
Election of Incumbent NZME Director: Kate
Parsons

Kate was appointed as an independent director of the
NZME Board effective from 1 March 2026. Clause 25.2 of
the NZME Constitution and NZX Listing Rule 2.7.1 requires
that a director appointed by the Board may hold office
only until the next annual meeting, and will then be
eligible for election.

Having had regard to the factors described in the NZX
Corporate Governance Code that may impact director
independence, the NZME Board considers that Kate
Parsons qualifies as an independent director.

Kate has more than 30 years of experience in finance roles,
across a variety of industries in New Zealand and
internationally. She is a Chartered Accountant (CAANZ)
and Chartered Member of the Institute of Directors, with
extensive financial and analytical experience acquired
through her time as CFO of technology and high-growth
companies, including Endace, PowerbyProxi, Compac,
Teknique and RUSH. Kate is currently a director of
Mainfreight, Entrada Travel Group, Freedom Lifestyle
Villages and Grey Street Investments Limited (Tax Traders).

It is intended that Ms Parsons transition into the role of
Chair of the Audit and Risk Committee, with NZME Board
director and current Audit and Risk Committee Chair Carol
Campbell due to retire from the Board on 31 May 2026.







Ordinary Resolution 3:
Election of NZME Director Benedict Ong

NZME’s Constitution requires that a person who is not
disqualified under the Companies Act 1993 and, if
required by the NZX Listing Rules, has been nominated
within the time limits under the NZX Listing Rules, may
be appointed as a director by an ordinary resolution of
shareholders. NZME called for nominations for
directors on 23 February 2026 in accordance with
Rules 2.3.1 and 2.3.2 of the NZX Listing Rules.

Mr Ong has nominated himself for appointment as a
director of NZME, with effect from the conclusion of
the Annual Shareholders’ Meeting.

Formerly an international investment banker, private
banker and investment manager in Singapore,
Benedict returned to his hometown of Dunedin, and
was elected as a Dunedin City Councillor, in 2025.

Benedict has held Vice President and Associate
Director roles at Rabobank International, Bank Sarasin-
Rabo, Royal Bank of Canada and UOB in Singapore.
His past career in international banking spanned the
areas of corporate debt structuring & securities
placement, mergers & acquisitions, equity fund raising
and IPOs, private banking, and investment
management across multi-asset class categories.
Benedict has lived in five countries and covered
complex financial and economic transactions across
five continents.

Benedict holds a Bachelor of Commerce in Finance
from the University of New South Wales, Sydney.

Ordinary Resolution 4: Auditor’s Remuneration

The current auditor of NZME,
PricewaterhouseCoopers, will automatically continue in
office by virtue of section 207T of the Companies Act
1993. Under section 207S of the Companies Act 1993,
an auditor’s fees and expenses must be fixed in the
manner determined at a shareholders’ meeting.
Shareholder approval is therefore sought for the Board
to fix PricewaterhouseCoopers’ fees and expenses for
the 2026 financial year.

Procedural notes
Entitlement to Vote
The only persons entitled to vote at the
meeting are those shareholders whose names
are recorded in the share register of NZME on
Monday 20 April 2026 at 5:00pm. Only the
shares registered in those shareholders’ names
at that time may be voted at the meeting.

All resolutions to be considered at the meeting
are ordinary resolutions. Each resolution will
be passed if more than 50% of the votes of
those shareholders who are entitled to vote
and who vote on the resolution are voted in
favour of that resolution.

Online participation
To participate at the meeting online use the
following link to NZME’s share registrar’s
virtual meeting platform:
www.virtualmeeting.co.nz/nzm26

Shareholders attending and participating in
the meeting virtually via the online platform
will be able to vote and ask questions during
the meeting. If you will be participating online
you will require your shareholder number,
found on your voting/proxy form, for
verification purposes.

More information regarding virtual attendance
at the meeting (including how to vote and ask
questions virtually during the meeting) is
available in the Virtual Annual Meeting Online
Portal Guide, which is available at:
OnlinePortalGuide.pdf

Voting and Proxies
Your right to vote may be exercised by:

(a) attending the meeting and voting in
person or participating virtually and
voting via the online platform;
(b) submitting an online or postal
vote; or
(c) appointing a proxy (or
representative in the case of a
corporate shareholder) to
attend and vote in your place.

A proxy need not be a shareholder of NZME.

Further details of how to direct your proxy to
vote or give your proxy discretion to vote are
set out in the enclosed postal vote/proxy form.

You can cast a postal vote or appoint a proxy
to vote on your behalf by completing and
returning the enclosed postal vote/proxy form
in accordance with the instructions set out on
the form. NZME’s share registrar, MUFG
Pension and Market Services, has been
authorised by the Board to receive and count
postal votes at the meeting.

Alternatively, you can submit your vote or
appoint a proxy online at
https://vote.cm.mpms.mufg.com/NZM/. You
will require your CSN/Holder Number and FIN
(New Zealand Register Holders) or HIN/SRN
and postcode (Australian Register Holders) to
complete your online vote or proxy
appointment.

Your completed copy of the postal vote/proxy
form must be received by MUFG Pension &
Market Services, or your online appointment or
vote completed, no later than Monday 20
April 2026 at 3.00pm, 48 hours before the
meeting. Postal vote/proxy forms received
after this time will not be valid for the meeting.

If attending in person, please bring the
enclosed form to the meeting. The barcode is
required for registration.

Questions
Shareholders attending the meeting or
participating virtually will have the opportunity
to ask questions during the meeting. If you
cannot attend the meeting but would like to
ask a question, you may submit a question
online at
https://vote.cm.mpms.mufg.com/NZM/
or send your question in advance to
legal@nzme.co.nz

Questions must be submitted by Monday
20 April 2026 at 3.00pm, 48 hours before
the meeting. The main themes will be
aggregated and responded to at the meeting.
NZME reserves the right not to address
questions that, in the Chairman’s opinion, are
not reasonable in the context of an annual
shareholders’ meeting.

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Go online to vote.cm.mpms.mufg.com/NZM to appoint your proxy

LODGE YOUR PROXY/VOTE















Proxy/Vote Form/Admission Card for NZME Limited 2026 Annual Shareholders’ Meeting

Notice is hereby given that the Annual Shareholders’ Meeting of NZME Limited (“the Company”) will be held at NZME iHeart Lounge, 2 Graham Street,
Auckland Central and online through the MUFG Pension & Market Services meeting platform at www.virtualmeeting.co.nz/nzm26 at 3:00pm (New Zealand
time) on Wednesday, 22 April 2026. You will require your Holder Number for verification purposes.
If you propose NOT to attend the Annual Shareholders’ Meeting in person or online but wish to vote by postal vote or appoint a proxy, please complete
and return the Postal Vote/Proxy Form to MUFG Pension & Market Services no later than 3:00pm on Monday, 20 April 2026. Alternatively, proxy
appointment or postal voting can be completed online by going to vote.cm.mpms.mufg.com/NZM or by scanning the QR code above with your
smartphone. Any Postal Vote/Proxy Form received or completed online after 3:00pm on Monday, 20 April 2026 will not be valid for the Annual
Shareholders’ Meeting.


Wednesday, 22 April 2026 at 3:00pm (New Zealand time)


NZME iHeart Lounge, 2 Graham Street, Auckland Central

www.virtualmeeting.co.nz/nzm26

Postal Vote
As a shareholder entitled to vote at the Annual Shareholders’ Meeting, you
are entitled to vote by postal vote. You can cast your postal vote online or
by one of the other methods listed above. If you return your postal vote
without indicating how you wish to vote, or your indication on how to vote is
unclear, on any resolution, you will be deemed to have abstained from
voting on that resolution. Please do not appoint a proxy if you are voting by
postal vote. If you complete the postal vote section and also appoint a
proxy, then your postal vote will be cast and your proxy appointment will not
be counted, but your proxy may still attend the Annual Shareholders’
Meeting on your behalf. If this form is returned duly signed by a shareholder
with voting instructions completed but without indicating that it is a postal
vote or proxy has been appointed, it will be deemed to be a postal vote.

Appointment of proxy
If you are entitled to vote at the meeting, you may appoint a proxy to attend
the meeting and vote on your behalf, unless specifically excluded. The
proxy need not also be a shareholder. If you wish, you may appoint “The
Chair of the Meeting” as your proxy or as alternative to your named proxy.
The Chair of the Meeting intends to vote all discretionary proxies in favour
of the relevant resolution. If, in appointing a proxy, your named proxy does
not attend the Annual Shareholders’ Meeting, the Chair of the Annual
Shareholders’ Meeting will be your proxy and may vote in accordance with
your express direction. Shareholders that have appointed a proxy may still
attend the Annual Shareholders’ Meeting in person or online but will not be
able to vote as a proxy has been appointed.

Voting of your holding
Direct your proxy how to vote by making the appropriate election, either
online or on this Proxy Form, in respect of each resolution. If you return this
form without directing the proxy how to vote on any particular matter, the
proxy may vote as he/she thinks fit or abstain from voting. If you make more
than one election in respect of a resolution your vote will be invalid on that
resolution.



Attending the meeting
If you plan to attend the meeting in person, please bring this Admission
Card/Proxy Form intact as the barcode will assist in your registration.

If you plan to attend the meeting virtually, you can join via the MUFG
Pension & Market Services meeting platform at
www.virtualmeeting.co.nz/nzm26. You will require your Holder Number for
verification purposes.

A corporation may appoint a person as its representative to attend and vote
at the Meeting in the same manner as that in which it could appoint a proxy.
That person need not also be a shareholder.

Signing instructions for this form
Individual
Where the holding is in one name, the shareholder must sign the Proxy
Form.

Joint Holding
Where the holding is in more than one name, at least one joint shareholder
should sign this form (on behalf of all joint shareholders). If different joint
shareholders purport to appoint different proxies, the vote of the proxy
appointed by the first named joint shareholder shall apply.

Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney under which it was signed (if not previously provided to
the Registrar), and a signed certificate of non-revocation of the power of
attorney must accompany this Proxy Form.

Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director
must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or
implied authority.

Online
vote.cm.mpms.mufg.com/NZM
Scan this QR code
with your smartphone
and vote online



Scan & email
meetings.nz@cm.mpms.mufg.com

Mail
Use the enclosed reply paid
envelope or address to:
MUFG Pension & Market Services
PO Box 91976
Auckland 1142

General Enquiries

Email
enquiries.nz@cm.mpms.mufg.com

Phone
+64 9 375 5998

Step 1 Choose to Vote by Postal Vote OR Appoint a Proxy / Corporate Representative
Postal Vote


I wish to vote by postal vote (please tick the box).
My voting intention is indicated in the resolutions section below.

Appoint a Proxy


I/We being a shareholder/s of NZME Limited hereby appoint:

Name

or failing him/her:
Email Address

Name Email Address
as my/our proxy to vote for me/us on my/our behalf at the Annual Shareholders’ Meeting of NZME Limited to be held on Wednesday, 22 April 2026
commencing at 3:00pm (New Zealand time), and at any adjournment of that meeting and to vote on any resolutions to amend any of the resolutions, on any
resolution so amended, and on any other resolution proposed at the Annual Shareholders’ Meeting (or any adjournment thereof).

Step 2 Items of Business – Voting Instructions

Instruct a proxy to vote by placing a tick in the relevant box. If you have appointed a proxy and want him/her to decide how to vote on the resolution, tick the
box “Proxy’s discretion”. Please note for each resolution you must tick one box.





Step 3 Shareholder Questions

Shareholders attending the Annual Shareholders’ Meeting virtually, or in person, will have the opportunity to ask questions during the meeting. If you cannot
attend the Annual Shareholders’ Meeting but would like to ask a question, you can submit a question online by going to vote.cm.mpms.mufg.com/NZM and
completing the online validation process or complete the question section below and return to MUFG Pension & Market Services in the envelope enclosed.
Questions need to be submitted by 3:00pm on Monday, 20 April 2026. The Board will endeavour to address and answer questions at the Annual Shareholders’
Meeting.

Question:

Step 4 Signature of Shareholder(s) This section must be completed


Shareholder 1
or duly authorised officer or attorney

Shareholder 2
or duly authorised officer or attorney

Shareholder 3
or duly authorised officer or attorney

Contact Name


Contact Daytime Telephone

Date
Electronic Investor Communications
If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor communications by email please provide your email
address below:


To consider and, if thought fit, pass the following ordinary resolutions:
FOR AGAINST ABSTAIN
PROXY
DISCRETION
1. 1. That Bowen Pan, who was appointed as a director by the Board since the last Annual
Shareholders’ Meeting in accordance with the Company’s Constitution and who holds office
until this meeting, be and is hereby elected as a director of NZME.



2. That Kate Parsons, who was appointed as a director by the Board since the last Annual
Shareholders’ Meeting in accordance with the Company’s Constitution and who holds office
until this meeting, be and is hereby elected as a director of NZME.

1. 3. That Benedict Ong, who has nominated himself for election as a director in accordance
with Rules 2.3.1 and 2.3.2 of the NZX Listing Rules be and is hereby elected as a director of
NZME.

2. 4. That the Directors of NZME be authorised to fix the fees and expenses of the auditor for
the financial year ending 31 December 2026.