NZME Limited, Annual Meeting 2026

April 14^th 2026

NZME Limited (NZM)

Meeting Date: 3.00pm Wednesday 22 April 2026.

Venue: NZME iHeart Lounge, 2 Graham Street, Auckland Central.

You can also join the meeting online at this link.

Company Overview

NZME is a media company operating in newspapers, radio, and advertising. It has 12 print publications, headed by the New Zealand Herald, as well as 10 radio brands, including Newstalk ZB, ZM Breakfast and iHeart Radio amongst its offerings. OneRoof offers real estate publications covering 89% of residential listings in New Zealand and operates as a digital property platform.

As signalled in our last report there have been a number of Board changes. The Chair Barbara Chapman resigned at the ASM. Jim Grenon and Steven Joyce were elected to the Board with Steven Joyce appointed Chair following the ASM. Bowen Pan was appointed to the Board in June 2025, and Kate Parsons was appointed to the Board in February 2026. Carol Campbell who has served since 2016 will resign from the Board 31 May 2026.

Current Strategy

The Annual Report talks about a digital first strategy however there is no detail around this. The Annual Report sets out the focus for 2026 “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.”

Previous Year Shareholder Meeting

NZSA recorded the following key items at last year’s annual shareholder meeting:

1. The key item was discussion around the Board changes.
2.  OneRoof’s digital revenue rose 51% year-on-year, with podcast and audio also contributing to a 31% share of total ad revenue.
3.  $12 million in annualised cost savings had been achieved in the first half of 2025, including a restructure of its newsroom model.

The meeting report is available at this link.

Disclaimer

To the maximum extent permitted by law, New Zealand Shareholders Association Inc. (NZSA) will not be liable, whether in tort (including negligence) or otherwise, to you or any other person in relation to this document, including any error in it.

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Key

The following sections calculate an objective rating against criteria contained within NZSA policies.

Governance

NZSA assessment against its key policy criteria are summarised below.

Directors Fees:  Good disclosure.

Director Share Ownership:  In line with NZSA policy, Directors are encouraged, but not compelled, to own shares.

CEO Remuneration:  Overall, we remain underwhelmed by NZME’s CEO remuneration disclosures. The company has maintained its previous practice of “conflating” remuneration earned with that paid, making it impossible to determine the total remuneration earned by CEO Michael Boggs in FY25. NZME is now well out of step with disclosures offered by other medium-sized NZX companies.

We call on the Chair of the People, Remuneration & Nominations Committee, Sussan Turner, to significantly improve NZME’s CEO remuneration disclosures for the FY26 reporting period.

The company discloses its remuneration policy on its website, which includes an overview of the remuneration philosophy applicable to the company. The People Remuneration and are Nomination Committee are responsible for implementing the policy.

There is no disclosure as to the target remuneration structure for the CEO, between fixed remuneration and incentives.

Incentives: In previous years, the CEO was paid a short-term incentive (STI) and a long-term incentive (LTI). The CEO received a Bonus of $338,044, relating to the FY24 year. For the STI, no other details (ie, measure components, weighting, targets and achievement levels) are disclosed. 

We note that the STI relates to that earned in the previous financial year (ie, FY24), but paid in FY25. There is no disclosure of what was earned in FY25.

For the LTI, there is no disclosure as to how many performance rights were awarded in FY25, nor thow that relates to base remuneration.

NZSA encourages fulsome disclosure in relation to any incentive payments made to the CEO, including disclosure of measures (or measure ‘groups’), weightings, targets, and the level of achievement versus target for each component associated with any awards. This methodology is supported by the NZX Remuneration Reporting Template.

The company does not disclose the gender pay gap and CEO/employee remuneration ratio.

Golden Parachutes: In the interests of transparency, NZSA believes there should be explicit disclosure around the severance terms and notice periods associated with the CEO, including whether specific termination payments are offered.

Director Independence:  A majority of the Directors are independent.

Board Composition:  The Annual Report does not include a skills matrix that sets out the individual Directors skill sets and demonstrates how they contribute to the governance of the company. Whilst the Board shows a strong commitment to gender diversity, it is more difficult to assess the level of diversity of thought given the lack of a skills matrix.

In our last year’s report, we commented “We encourage the incoming Board to offer much greater transparency as to the skills required to govern the company and their individual relationship to those skills”. We believe this commentary is still relevant given the company’s current lack of disclosure.

Director Tenure:  NZSA looks for evidence of ongoing succession or ‘staggered’ appointment dates that reduce the risks associated with effective knowledge transfer in the event of succession. We also prefer a term maximum of 9-12 years, unless there are exceptional circumstances that may apply.

Directors’ appointment dates range from 2018 to 2026.

ASM Format: NZME Limited is holding a ‘hybrid’ meeting, (i.e., physical, and virtual), a format preferred by NZSA as a way of promoting shareholder engagement while maximising participation.

Independent Advice for the Board & Risk Management:  NZSA looks for evidence, through disclosures, that a Board has access to appropriate internal and external expertise to support board assurance activities. We also look to see Boards are across their risk management responsibilities. 

The Board Charter and Annual Report disclose the General Counsel is available to the Board for governance advice and that Directors can seek independent external advice with the approval of the Chair. The company has an internal audit programme executed by an external firm.

The Annual Report discloses key financial, non-financial, business and operation risks and how these are managed. The website includes a Risk Management Policy. Reference is made to the Risk Management Framework however this is not disclosed. It would be helpful if the Framework was included either in the Annual Report or on the website.

Audit

NZSA assessment against its key policy criteria are summarised below.

Audit Independence:  Good disclosure.

Audit Rotation:  Whilst the Lead Audit Partner is rotated at 5 years as required by the NZX Listing Rules, there is no disclosure as to the tenure of the current audit firm. NZSA also expects disclosure of the appointment dates of the Lead Audit Partner and Audit Firm in the Annual Report to improve transparency for investors.

Environmental Sustainability

NZME currently provides sustainability-related disclosures on a voluntary basis following changes to the climate-reporting thresholds in New Zealand. The company highlights initiatives aimed at reducing its operational footprint and working with suppliers to minimise environmental impacts.

Examples include the reuse of end-of-roll newsprint from its printing operations and participation in national recycling awareness initiatives. The company’s print operations have also maintained Toitū Enviromark Gold certification for fourteen consecutive years.

While the company describes environmental initiatives and certifications, there is limited quantitative reporting of environmental metrics such as greenhouse gas emissions, environmental targets, or measurable progress indicators. Similarly, the disclosures do not clearly outline how environmental risks and opportunities are incorporated into governance processes, risk management frameworks, or strategic decision-making.

NZSA considers that NZME’s current reporting provides some visibility over environmental initiatives, but offers limited insight into how environmental considerations influence corporate strategy or long-term resilience. NZSA encourages the company to strengthen future disclosures by providing clearer environmental metrics, targets, and governance oversight to demonstrate how environmental sustainability considerations are integrated into the company’s broader business strategy.

Ethical and Social

NZSA assessment against its key policy criteria are summarised below.

Whistleblowing:  Good disclosure.

Political Donations:  No disclosure as to whether political donations are made.

Financial & Performance

NZME’s share price fell from $1.10 to $1.09 (as of 13^th April 2026) over the last 12 months – a 1% fall. This compares unfavourably with the NZX 50 which rose 8% in the same period. The capitalisation of NZM is $205m placing it 65^th out of 114 companies on the NZX by size and makes it a mid-sized company.

¹ per share figures based off actual shares at balance date (not weighted average)

2025 was a good year for NZM with most metrics improving. Revenues did fall 1%, but costs were contained meaning that EBITDA rose 12% to $56.3m. NPAT was also up at $18.6m; an increase on last years $8.0m if the intangibles impairment was not included. This is a welcome halt in the decline in profit.

The company is also in a stable financial position with a current ratio of 0.85, and operating cash flows continue to rise, up 33% to $50.4m. This represents $0.27 per share which gives the company enough liquidity to meet obligations as they fall due.

As with companies of this nature, a large portion of their assets are intangibles, and last year some of these were written off. Intangibles remain high at $110m and this exacerbates NZM’s net asset position with Net Tangible Assets (NTA) being negative at -$0.07 per share. NZM trade at a large premium to their NTA.

NZM continued the payment of dividends during 2025 and paid an unchanged $0.09 per share. Dividends remain fully imputed. Debt decreased slightly and the debt equity ratio fell to 1.44.

The company is held by a variety of investors with institutions making up the majority of top 20 shareholders. The top 20 hold a combined 76.52% of shares.

As at 27^th March 2026, James Grenon was the largest individual investor with 19.9% of shares.

Resolutions

Bowen Pan was appointed to the Board 13 June 2025 and is therefore required to offer himself for election. His experience includes 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. 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.

We will vote undirected proxies IN FAVOUR of this resolution.

Kate Parsons was appointed to the Board 1 March 2026 and is therefore required to offer herself for election. She 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).

We will vote undirected proxies IN FAVOUR of this resolution.

Benedict 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 SarasinRabo, 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.

The Notice of Meeting includes the following, “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.”

NZSA has noted Ong’s conduct as a Councillor since his election to the Dunedin City Council, resulting in censure as a result of code of conduct breaches. We do not consider that such conduct offers the stability required to support the NZME Board. Similar to the view expressed by the current NZME Board, we are uncertain as to the relevant skills and/or experience he would bring to NZME. We note that his background appears to have limited functional relationship or expertise as to the core businesses operated by NZME.

On this basis, we will vote undirected proxies AGAINST this resolution.

This is an administrative resolution.

We will vote undirected proxies IN FAVOUR of this resolution.

Proxies

You can vote online or appoint a proxy at https://vote.cm.mpms.mufg.com/NZM/

Instructions are on the Proxy/voting paper sent to you.

Voting and proxy appointments close 3.00pm Monday 20 April 2026.

Please note you can appoint the Association as your proxy. We will have a representative attending the meeting.

The Team at NZSA