NZME LIMITED — Share Issue/Capital Change 2021

Feb 23, 2021

Capital Change Notice

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Section 1: Issuer information
Name of issuer	NZME Limited
NZX ticker code	NZM
Class of financial product	Unquoted performance share rights (PSRs), convertible to NZME Limited ordinary shares pursuant to NZME’s Long Term Incentive Plan 2020 (the 2020 Grant).
ISIN (If unknown, check on NZX website)	Not applicable
Currency	NZD
Section 2: Capital change details
Number issued	3,497,300
Nominal value (if any)	Nil
Issue price per security	Nil
Nature of the payment (for example, cash or other consideration)	No consideration is payable for the PSRs.
Amount paid up (if not in full)	Not applicable
Percentage of total class of Financial Products issued (calculated on the number of Financial Products of the Class, excluding any Treasury Stock, in existence)	The PSRs for the 2020 Grant comprise 100% of the financial products of that class. NZME has other PSRs of a different Class on issue from previous grants under its Long Term Incentive Plan.
For an issue of Convertible Financial Products or Options, the principal terms of Conversion (for example the Conversion price and Conversion date and the ranking of the Financial Product in relation to other Classes of Financial Product) or the Option (for example, the exercise price and exercise date)	Each PSR is issued pursuant to the terms and conditions of the 2020 Grant. The issue of PSRs was subject to the satisfaction of financial and non- financial performance conditions set at the beginning of each performance period. The financial condition is achievement of target EBITDA during the performance period and this applies to between 50% and 75% of the opportunity to performance rights depending on the role. The remainder of the conditions are made up of a combination of Business Unit conditions and Non-financial conditions which are set per participant. Upon becoming exerciseable, each PSR will entitle the holder to one

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ordinary share in the Company. The
PSRs have a set exercise price of $0.
Reason for issue and specific authority for issue (the Issue of PSRs pursuant to the
reason for change must be identified here) Company’s Long Term Incentive Plan
2020 Grant.
Directors’ resolution dated 23
February 2021.
Total number of Financial Products of the Class after 3,497,300 PSRs.
the issue (excluding Treasury Stock) and the total
number of Financial Products of the Class held as
Treasury Stock after the issue.
In the case of an acquisition of shares, whether those Not applicable.
shares are to be held as treasury stock.
Specific authority for the issue, including a reference to Resolution of Directors dated 23
the rule pursuant to which the issue is made. February 2021 pursuant to NZX
Listing Rule 4.6.1.
Terms or details of the issue (for example: restrictions, Subject to the rules of the 2020 Grant,
escrow arrangements) the PSRs will be exercised by the
board on 31 December 2023.
On becoming exercisable, each PSR
entitles the holder to one fully paid
ordinary NZME share subject to
adjustment in accordance with the
plan rules, ranking equally with all
other NZME ordinary shares.
The PSRs have a set exercise price
of $0.
PSRs do not entitle the holder to
receive dividends or other
distributions, or vote in respect of
NZME’s ordinary shares.
Date of issue 24/02/2021
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement Allison Whitney
Contact person for this announcement Allison Whitney
Contact phone number 027 479 0697
Contact email address allison.whitney@nzme.co.nz
Date of release through MAP 24/02/2021
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