NZX: NZM), the Documents Accompanying This Certificate (Together, the Profile) Are the “Profile” for the Purposes of the NZX Main Board Listing Rules (The Rules)

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NZX: NZM), the Documents Accompanying This Certificate (Together, the Profile) Are the “Profile” for the Purposes of the NZX Main Board Listing Rules (The Rules) 27 June 2016 NZME COMPLIANCE LISTING PROFILE In relation to the compliance listing of NZME Limited (NZX: NZM), the documents accompanying this certificate (together, the Profile) are the “Profile” for the purposes of the NZX Main Board Listing Rules (the Rules). The directors of NZME Limited certify that, as at 27 June 2016 (being the date of this certificate), the Profile is complete and accurate in all material respects and contains all Material Information (as that term is defined in the Rules) relating to NZME Limited. Signed by the directors of the Company: 100213754/4960400.3 MARKET ANNOUNCEMENT APN REACHES HEADS OF AGREEMENT WITH NZ INLAND REVENUE DEPARTMENT Sydney, 24 June, 2016 – APN News & Media Limited (ASX, NZX: APN) has previously disclosed that the New Zealand Inland Revenue Department (IRD) is auditing or reviewing several taxation matters. These IRD risks were most recently described in sections 6.12 and 8.13 of the Explanatory Memorandum dated 11 May 2016 relating to the proposed Demerger of NZME from APN (Demerger) that will be implemented on 29 June 2016. APN has today announced it has reached a binding heads of agreement (Heads of Agreement) with the New Zealand Inland Revenue Department (IRD) to settle various taxation matters for the sum of NZ$36.3 million. With respect to the proposed Demerger, the cost of the settlement will be shared between APN and NZME on a near equal basis, in the manner contemplated in the Explanatory Memorandum. The matters being settled under the Heads of Agreement are the Mandatory Convertible Note (MCN) transaction, the Branch financing transaction non‐resident withholding tax and thin capitalisation issues, and a further matter that was under review by the IRD, as disclosed in sections 6.12 and 8.13 of the Explanatory Memorandum. This settlement closes off all current areas of audit and dispute between the IRD with APN and NZME. The Australian Taxation Office reviews or audits of APN described in the Explanatory Memorandum are ongoing. APN remains satisfied that the Group’s treatment of each these matters is consistent with relevant taxation legislation, however the Board views the settlement arrangement reached with the IRD as on balance being in the best interests of APN and NZME shareholders. A protracted litigation and dispute process with the IRD would be costly and the ongoing uncertainty regarding the quantum of potential IRD claims and future liabilities could adversely impact APN and NZME management and shareholders. The settlement with the IRD has allowed APN and its subsidiaries to utilise the NZ$56 million of deferred tax assets that will be written off for accounting purposes pursuant to the Demerger, and removes uncertainty for both APN and NZME regarding potential future New Zealand tax liabilities. NZME welcomes the certainty provided by the Heads of Agreement, and believes the proposed cost sharing of the settlement between APN and NZME is an appropriate outcome for both companies. The settlement amount will be funded by existing capacity under the debt facilities of APN and NZME and will be paid post Demerger. The resolution allows APN and NZME to fully focus on executing their respective business plans. Ends. For further information: Peter Brookes, Citadel, +61 407 911 389 Helen McCombie, Citadel, +61 411 756 248 INVESTOR BRIEFING JUNE 2016 DISCLAIMER You must read this disclaimer before reading or making any use of this document While reasonable care has been taken in compiling this presentation, none and the accompanying material or any information contained in it. of NZME, APN nor any subsidiary, director, employee, agent or adviser of NZME or APN (to the maximum extent permitted by law) gives any warranty or This presentation has been prepared as at 16 June 2016 to provide a general representation (express or implied) of the accuracy, completeness or reliability overview of the New Zealand business of APN News & Media Limited (APN) in of the information contained in it, nor takes any responsibility for it. The conjunction with the proposed demerger of Wilson & Horton Limited (NZME) information in this presentation has not been and will not be independently from APN. It has been prepared solely for informational purposes and does not verified or audited. purport to be complete or comprehensive and does not constitute financial product, investment, tax or other advice. This presentation should be read in This presentation contains historical financial information of APN after applying conjunction with the Explanatory Memorandum that was released to ASX and pro forma adjustments that were considered appropriate to reflect the indicative NZX on 11 May 2016 which can be found on the APN website (www.apn.com.au). effect of the Demerger as described in the Explanatory Memorandum. This presentation is not a product disclosure statement or other offering The financial information in this presentation: document under the laws of New Zealand or any other jurisdiction or law. • has been prepared for illustrative purposes, to assist investors to understand This presentation is not and should not be construed as an offer to sell or a the financial position and financial performance of NZME; solicitation of an offer to buy securities and may not be relied upon in connection • is historical, and investors should note that past financial performance is not with any purchase of securities. necessarily a guide to future financial performance; and • has been prepared and presented in accordance with APN’s accounting Past performance information provided in this presentation may not be a reliable policies as disclosed in its 31 December 2013, 31 December 2014 and 31 indication of future performance. This presentation contains certain forward- December 2015 financial statements which are contained in APN’s 2013, 2014 looking statements and comments about future events, including with respect and 2015 Annual Reports which can be found on the APN website. to the financial condition, results, operations and business of NZME. Forward looking statements can generally be identified by use of words such as ‘project’, If you are not the intended recipient of this presentation, you are hereby notified ‘foresee’, ‘plan’, ‘expect’, ‘aim’, ‘intend’, ‘anticipate’, ‘believe’, ‘estimate’, ‘may’, that any review, dissemination, distribution or copying of this presentation may ‘should’, ‘will’ or similar expressions. Forward-looking statements involve known be prohibited and you should not act upon anything in this presentation. and unknown risks, significant uncertainties, assumptions, contingencies, and other factors, many of which are outside the control of NZME, and which may Except to the extent required by law, no person is under any obligation to update cause the actual results or performance of NZME to be materially different this presentation at any time after its release to you or to provide you with from any results or performance expressed or implied by such forward-looking further information about NZME’s business. Receipt of this presentation and/ statements. Such forward-looking statements speak only as of the date of this or attendance at this presentation constitutes acceptance of the terms set out presentation. There can be no assurance that actual outcomes will not differ above in this disclaimer. materially from the forward-looking statements contained herein. Recipients are cautioned not to place undue reliance on forward-looking statements. 2 CONTENTS NZME 4 Revenue Sources 12 Financials and capital structure 25 Board & management team 29 Proposed NZME / Fairfax NZ merger 32 Demerger Update 35 Recap 37 Appendix 39 Polly & Grant Jeremy Wells Rachel Smalley & Matt Heath Mike Hosking Tony Veitch Simon Doull & Andrew Mulligan Fran O’Sullivan Fletch, Vaughan & Megan BUSINESS HIGHLIGHTS NZME is a leading integrated New Zealand media company NZME is the home of many well-known publishing, radio and digital brands, 1 providing news, sport and entertainment content to over 3 million New Zealanders1 2 5HFHQWWUDQVIRUPDWLRQKDVGHOLYHUHGRQ¿QDQFLDODQGRSHUDWLRQDOWDUJHWV Digital revenues have grown strongly with further digital and video initiatives 3 LPSOHPHQWHGLQ)< HJGLJLWDOFODVVL¿HGVDQG1=+HUDOG)RFXV NZME is highly cash generative with a proposed dividend payout ratio of 60-80% 4 of underlying NPAT2, and capex is anticipated in line with or below historical levels The proposed merger with Fairfax New Zealand offers the potential 5 IRUVLJQL¿FDQWV\QHUJLHVDQGHQKDQFHGFRQWHQWJHQHUDWLRQ (1) Source: Nielsen CMI, fused database: February 2016 (based on population 10 years +). Based on unduplicated weekly reach of NZME newspapers, radio stations, and monthly domestic unique audience of NZME’s digital channels 6XEMHFWWRDSSURSULDWHOHYHUDJHDQGRWKHUVWUDWHJLFSULRULWLHV'LYLGHQGSROLF\VXEMHFWWRUHYLHZE\1=0(%RDUG7KHSD\PHQWRIGLYLGHQGVZLOOEHGHWHUPLQHGE\WKH1=0(%RDUGIURPWLPHWRWLPHDWLWVGLVFUHWLRQGHSHQGHQWRQSUR¿WDELOLW\ FRVWVDQGOHYHUDJHRI1=0(EXVLQHVVDQGLWV¿QDQFLDOSRVLWLRQDWWKHWLPH8QGHUO\LQJ13$7ZLOOEHFDOFXODWHGEDVHGRQVWDWXWRU\13$7DGMXVWHGIRUPDWHULDORQHRIILWHPVSDUWLFXODUO\WKRVHZLWKDQRQFDVKLPSDFW 5 NZME IS ONE OF NEW ZEALAND’S LEADING MEDIA AND ENTERTAINMENT BUSINESSES AUDIENCE BRANDS CAPABILITIES We put our audiences at We offer tailored the centre of everything media solutions, through we do – producing targeted CAPABILITIES use of data, to maximise the content and connecting impact of advertisers. advertisers to their E-COMMERCE EXPERIENTIAL NTENT + CH E CO ANN customers. R EL CO S CREATIVE BRANDED
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