NZME Limited (NZM) Earnings Call Transcript & Summary

Hello, everyone, and welcome to New Zealand Media and Entertainment's 2024 Annual Shareholder Meeting. My name is Barbara Chapman, I'm the Chairman of the NZME Board. It's great to have many of our valued shareholders here in person today, and a very warm welcome to those who are joining us online through our virtual platform provided by our share registrar, Link Market Services. Shareholders here today, in person, can vote and ask questions, and shareholders can also vote and ask questions online. If those who are joining us online would like to submit questions, I would encourage you to do so, as soon as you can, to allow us to answer them at the appropriate time during the meeting. [Operator Instructions]. I'll provide you with further instructions on questions as we come to that part of the meeting. For those shareholders joining us online, if you have any issues, please refer to the virtual annual meeting online portal guide or you can phone the helpline on 0800-200-200, if calling from within New Zealand or 967-7751, if calling from overseas, and I'll be repeating those phone numbers a bit later as we work through the proceedings. I'd now like to introduce you to our NZME Board members who are here today. We have Carol Campbell, David Gibson, Guy Horrocks and Sussan Turner. I'd also like to introduce Michael Boggs, Chief Executive Officer; and Gen O'Halloran, General Counsel and Company Secretary. We also have NZME's executive team here today, along with our legal advisers, Bell Gully and our auditors, PwC. The company's secretary has confirmed to me that the notice of meeting has been sent to shareholders and other persons entitled to receive it. I have also been advised that we have a quorum present. On that basis, I formally declare the meeting open. Proxies have been appointed for the purposes of this meeting in respect to approximately 73.1 million shares, representing just over 39% of the total number of shares on issue. My fellow directors and I, intend to vote all discretionary proxies we have received in favor of the resolutions as set out in the Notice of Meeting. The financial statements for the 12 months to 31 December 2023, together with the auditor's report, are set out in the company's annual report, which has previously been distributed to shareholders, and we will address any questions on the financial statements in the general business section at the end of the meeting. There will be a recording of today's meeting made available on our website following the conclusion of this meeting. Today, in my opening address, I will firstly speak about some of NZME's high-level financial results from the 2023 financial year. I will also speak briefly about the current state of the New Zealand Media Industry and how NZME is bearing within the market, given the current economic environment. Following that, I'll share some details of our Capital Management Plan and our Sustainability Commitment. Michael Boggs, our Chief Executive, will cover the financial results in more detail and provide more insight into our refreshed 3-year strategy, as well as providing an outlook on the remainder of the year. We will then proceed to voting on the resolutions as set out in the notice of meeting you will have received. We are proceeding on the basis that, that notice of meeting has been read. Finally, we will turn to the general business section of the meeting. Voting on all resolutions will be conducted by way of a poll. NZME made good progress on our strategic transformation in the 2023 financial year. However, as we expected and foreshadowed with our shareholders throughout the year, the challenging economic environment significantly impacted our results for the year. Overall, operating revenue was $346.6 million, which was 5% lower than last year due to a weaker advertising and real estate market. NZME's statutory net profit after tax was $12.2 million for the year and operating earnings per share were $0.077 per share. Operating free cash flows were $17.3 million, which was 17% higher than last year. Out of free cash flows, $16.5 million was distributed to shareholders during the year. As a result, the net debt at the end of the year was just $0.5 million higher at $18 million. Michael will provide further information on the financial results and on the outlook for 2024 in his address. As we've all read in the media and seen from business or consumer confidence reports, the economic environment remains tough. With consumer confidence at low levels, businesses are reluctant to spend on advertising. And combined with a weak real estate market, this made 2023 another tough year for the media industry. The headlines you can see on the screen are examples of the difficulties being experienced in the sector, with several of our competitors needing to make significant staff cuts or being forced to close part of their operations, due to poor financial performance. Despite the challenges, NZME has fared well compared to many within our industry, which is a testament to our performance-driven strategy, our relentless digital focus, excellent leadership and clear direction. Michael will speak further about how NZME has outperformed the market in several key areas during what has undoubtedly been a very challenging period. Despite the tough environment, NZME continued to focus on the 2023 targets that we set for ourselves. At our Investor Day, last November, we shared our refreshed strategy, evolving our strategic pillars across our audio, publishing and OneRoof divisions and setting goals for the next 3 years. Our key strategic priorities are, we want to be #1 in audio. We want to be New Zealand's leading news destination, and we want OneRoof to be your essential property platform. We challenged ourselves to set clear and aggressive targets under each of these strategic priorities, as we strive for excellence. NZME is at the forefront of media in New Zealand with a hugely talented team that brings leading-edge products and services to the local market, ensure we're constantly adapting to changing consumer habits and how our audiences are choosing to consume content. When developing our strategy and looking at innovative solutions, we draw inspiration from other successful media businesses globally, looking at those who are winning in their area of the world. From there, we challenge ourselves to think about how some of those cutting-edge ideas could work for us here in New Zealand. Digital transformation is at the very heart of our strategy, and we are relentless and are focused on that. However, although digital growth is important, our Print and Broadcast businesses remain incredibly strong given their significant contributions to profitability. The 2 must complement each other. So, opportunities in both traditional and more modern media can be realized in the business since. Michael will share more on that shortly. As a Board, we are committed to maximizing distributions to shareholders within the existing debt facilities and in line with dividend policy. For the 2023 year, dividends totaling $0.09 per share have been paid made up of a $0.03 interim dividend and a $0.06 final dividend paid on the 20th of March this year. With net debt of $18 million at the end of December, the leverage ratio was at the low end of the target range. However, net debt is now at the upper end of the range, following the payment of the final dividend in March. It remains an uncertain operating environment, and the Board believes, it is appropriate to continue to operate at the lower end of the target leverage range. In the absence of compelling investment opportunities, we expect to be below the lower end of the target leverage range at the end of 2024. Accordingly, the Board will continue to consider the capital management options that are available to us. Moving now to NZME's sustainability commitment, which you'll see on the screen. We are committed to protecting the crafted journalism and broadcasting. We do this every day at NZME by making a positive impact for our communities, our people and playing our part in protecting the environment. We benchmark our efforts against global sustainability standards, industry trends and our media peers here in New Zealand and globally. Across NZME, we strive to connect and empower our communities, providing diverse, balanced quality, trusted news and facilitating conversations about topics that matter most to Kiwis. An example of this was New Zealand Herald's launch of what the actual, a new social and digital platform to engage with a younger audience. What the actual delivered easily consumable video-led content across social media channels frequented by youth and covers the biggest breaking stories, current events, sports, entertainment, social justice and political news. We are also committed to our people, providing a workplace that fosters innovation, engagement and inclusion. Last year saw the introduction of Develop Me, a new leadership program aimed at supporting vibrant and exceptional leadership across NZME, with the second cohort due to start the program this year. NZME is committed to protecting the environment, and we're driving meaningful action in net space that has a positive impact. You'll see several examples on the screen of some of our key focuses areas and achievements in reducing our waste, lowering our admissions and optimizing our business operations to allow us to do so. When compared to other NZX-listed companies, NZME has a very small emitter. However, we continue to do what we can to optimize operations to play our part in protecting our environment. We're also focused on using our platforms to raise awareness of environmental issues, growing connection and engagement. This year, for the first time, we also started reporting our climate-related disclosures, a new requirement for certain entities, including large listed issuers like NZME. Reflecting on our 2023 outcomes, the Board is pleased with NZME's performance in what was and continues to be a very tough operating environment. NZME has a clear strategy with a strong focus on digital evolution and innovation, meaning we are well positioned for a sustainable future. I'm confident that NZME is well positioned to deliver improved results as market conditions improve. On behalf of the Board and NZME, thank you to our shareholders for your support and your confidence in NZME. As always, we're committed to creating value for you, and we appreciate your feedback and engagement today and throughout the year, whether it be at our regular reporting events or otherwise. I'd also like to thank the NZME Board for their valuable input, creativity, excellent idea of commitment and leadership. Each of our Board members brings very different skills and experience and insights to the board table, which makes a robust and healthy discussion. Thank you for your support over the past year. I'd like to thank Michael Boggs and the executive team and the 1,200 people from NZME across the country for your efforts in 2023 and in the first quarter of this year. We know you work hard to achieve the company's strategic priorities, and you all play a very important role in helping deliver on those targets. So thank you. And, of course, to our customers and commercial partners, thank you for your ongoing support of NZME and for trusting us to help grow your brand and your business. And, finally, to our audiences across the country, thanks for picking up one of our newspapers, connecting with NZME through one of our websites or apps, tuning into the radio or listening via our digital audio platform. We value your interest and your engagement. I'll now pass on to Michael to deliver his Chief Executive address. Thanks, Michael.

Thank you, Barbara, and good afternoon, everyone, and thank you for joining us here today, whether it's here in person or whether it's online. I'm pleased that NZME made good progress towards our strategic targets in 2023, despite the challenging economic environment, having had an impact on our results for the year. As Barbara mentioned, our operating revenue was down for the year due to a weaker advertising and real estate market, a 3% reduction in our cost base, partially offset this lower revenue, and this resulted in 2023 operating EBITDA of $56.2 million. Operating net profit after tax was $14.1 million and operating earnings per share was $0.077 per share. Barbara also mentioned the fact that our debt at the end of the year was only $0.5 million higher than the year prior. That's after $16.5 million being distributed to shareholders as dividends during the year. Now, although these results were impacted by a tough economic environment, NZME continues to demonstrate excellence in innovation and creativity with a continued focus on its digital transformation. This has seen us at the forefront of digital innovation in the media industry, and we're firmly focused on that well into the future. Barbara also briefly touched on business confidence and consumer confidence. They both impacted NZME as a business, with the economic environment over the past few years being very challenging. However, it looks as a business confidence is starting to recover with it trending upwards until just recently, when we saw what we hope as a small blip in the ANZ Business Confidence figures. While we know it's very tough in the market with business confidence recovering, this bodes well for us for the future. We are seeing a number of customers investing to take advantage of this tough environment. However, as you'll see, consumer confidence remains under pressure with high interest rates and increasing unemployment in New Zealand expected to hold consumer confidence lower for some time further. Now, as a business, we watch these figures with interest. All recent commentary points to New Zealand remaining on a course for a period of subdued economic growth, as the impacts of high interest rates continue. However, strong migration and a strengthening housing market will provide some offset. We're cautiously optimistic that things will improve, but one thing that is a real strength for NZME is that, we have a clearly defined strategy, a focus on ensuring sustainability well into the future through our digital transformation efforts and a very strong team to deliver on it. So, speaking of a strong team that can deliver on results, we are outperforming the market during this challenging period. As Barbara said, we are fearing well within the industry and the markets in which we operate. The graph on the left shows the variance and agency advertising revenue with the dotted lines showing the market across print, radio and digital content sites and the thick blue line being NZME's agency advertising revenue change year-on-year. As you can see, if you squint enough, you'll see that since April last year, we have continually outperformed the market. The second graph shows our revenue variance year-on-year over the past 2 years. Also, as you'll see, recent months have seen an improvement with advertising revenue delivering year-on-year growth, despite the difficult market environment. At NZME, we're committed to creating news, entertainment and content that resonates with our audiences. It grabs the attention of Kiwis and it delivers scalable audiences for our customers. As the country's largest multimedia company, we have a number of assets across publishing, audio and OneRoof that make us unique. Now, until recently, it was difficult for us to measure our total audience number, as our platforms are so diverse. We have undertaken independent research to ensure we could get a figure that encompasses everything we do across apps, social media and podcast listenership. I'm really delighted to stand here today to say that we reach 9 and 10 every Kiwis, in fact, 92% of Kiwis with our offerings. Barbara mentioned the fact that we draw inspiration from world-class businesses and brands from right across the globe. When we are planning for the future, we look at the businesses that are winning in their areas of the world and what brands are industry-leading, like these ones that you can see on the screen. One of the things these leading businesses and brands all have in common, as they are digitally led, like us here at NZME, and that has helped us shape our digital-lead strategy, a strategy that we firmly believe will deliver value for you, our shareholders. Every business within NZME is showing a change in the digital mix of revenue. So, while the growth is significant for NZME, with total digital revenue as a percentage of total revenue, more than doubling since 2019. It shows the ongoing strength of our traditional media, such as print and terrestrial radio and the huge part that they continue to play in our business. Digital audio is making real inroads with us having more than 90% market share compared to our key competitor, and we have significant potential for further rapid growth. Digital revenues within publishing advertising radio revenues have now significantly changed the mix of print versus digital revenues. And finally, the growth of oneroof.co.nz is transformational. OneRoof remains a massive opportunity for us. We're really proud of the momentum we've made over the last 3 years, and we're focused on capitalizing on this to be #1 in audio. To do this, we're focusing on 3 pillars within our audio division. Firstly, we want to create the most listen to and loved content. This ensures, we can grow our audience share. Secondly, we want to deliver customer solutions that will help us grow our revenue share. And finally, growing podcasting engagement and monetization will help us to continue to grow our digital audio revenues. You'll see on the screen the metrics we've set ourselves over the next 3 years. In 2023, NZME's audience share was 37.5%, and we've made a number of changes in our programming that sets us up well for further audience growth. We're focusing on 2 key growth radio brands for us, those are the Hits and Coast, where we think there's a real potential, whilst ensuring the remaining brands continue to deliver for the large audiences they already have today. Our radio revenue market share has also continued to grow, hitting its high since measurement began in 2016. With digital audio continuing to grow, I mentioned the 70% share we have, this saw our overall share growth to 44.5%. As an industry, we're focused on growing the overall radio advertising market. And at NZME, we will use our strength, particularly in the digital space and the strength of our brands and audio talent to grow our share further. Given the high share we already have in digital audio, we are continuing our focus on rapid growth of our digital products. That includes podcasts, digital streaming and other content via our iHeartRadio platform. The fact we're able to bundle our offering with other NZME products across our various platforms, allows us to deliver really innovative campaigns for our advertising customers. This is what sets us apart from our competitors and make things it made truly market leading. We're also expecting to maintain the disciplined cost control we've exhibited in past years to deliver profitability margin improvements that you can see on the screen. Here on the screen, you can see some examples of what we have available on NZME's podcast network with podcasting being one of the fastest-growing digital channels in the world. With more than 88 million downloads of podcasts across NZME's podcast network, we have 12x as many downloads as our nearest competitor. It's a phenomenal result. So, let's move now on to our publishing business. Our vision, as Barbara said, is to be New Zealand's leading news destination. To achieve this, we have 3 key pillars we're focused on. Firstly, to build a scalable digital audience and advertising news platform. To deliver expert journalism that grows subscriber lifetime value. And finally, given that print continues to be an important part of our business, we are focused on delivering high-quality print products for our readers and our advertisers. Each of these pillars is focused on delivering that high-quality, trusted local journalism and ensuring we deliver great reader experiences and advertising solutions across both digital and print. We are really proud that we now have a digital publishing business that can completely fund NZME's journalism. We have significant growth aspirations for our digital publishing business, while we also ensure, we maintain our highly valued and profitable print business well into the future. We will continue to grow our digital subscriber base, and we're focused on improving the content and the product offering. During the year, we will increase our targeting and retention capability through platform enhancements that are in progress right now. We'll continue to maximize the print relationships and use these to leverage digital relationships as well. The advertising mix will change. It will skew more digitally. However, we will ensure we have a sales model that supports a loyal and valuable print base of advertisers. Given the above, digital margins and profitability are expected to improve, while we expect that print will decline over time. However, NZME is well positioned for this evolvement, thanks to our very clear and relentless focus. Our publishing business continues to adapt to the changing market demands. Late last year, we separated our businesses between print and digital to give a dedicated focus to each. We are now operating as a truly digital-first business model. This is focused on creating content to deliver on our digital reader needs and a print business that curates the best of our digital journalism into high-quality newspapers. This now allows us to optimize both businesses and accelerate the growth of digital, while still maintaining a really good quality print offering. We now have separate P&Ls for each, and our digital business is profitable. And, as I just mentioned, it can cover the cost of our whole newsroom, which is a really important milestone. Now, let me move on to our OneRoof business. There are 3 pillars to our OneRoute strategy. We are committed to giving a superior listings experience and performance. This sees us delivering quality inquiries for our clients that other portals just can't through our extensive passive audience. We are focused on growing our revenues across all listings by maximizing the number of packages we sell and the yields we achieve for those packages, and we are accelerating the strong gains we have already made in this area. Finally, here, we will grow our non-listing portfolio of products and services. There has been significant digital revenue growth through the first quarter of this year, and this has delivered a strong profitability for OneRoof, and it reflects our commitment to continued investment for growth in this space. Supported by a recovery in residential real estate listings market after last year's downturn, OneRoof's digital revenue growth has been driven by continued improvement in the number of residing shortfall sale listings upgrades. Pleasingly, we're seeing these gains in both Auckland and across the whole country. This is a powerful demonstration of OneRoof delivering on its potential with more agents and lenders seeing the real value of OneRoof's offering. I'm delighted, as you'll see here to report that we have seen year-on-year growth of 69% in OneRoof digital revenue in the first quarter of this year. This has allowed us to deliver an overall OneRoof EBITDA of $1.4 million for the first quarter, a significant improvement from the loss in last year's first quarter and full year. With a continued focus on increasing these listings upgrades, along with disciplined yield management, OneRoof is well placed to maintain its positive momentum in both revenue and profitability. This is regardless of how the real estate market performs over the remainder of the year. I'd now like to take the chance to introduce you to our NZME executive team who are all with here with us today. So, maybe I can just ask the exec team and Murray, our Chief Content Officer and Managing Editor either if you could just stand up and maybe have a wave to those that are in the room here. And James, you can just stand for one more second, because we were just recently pleased to announce the appointment of James Butcher of our Chief Commercial Officer. So, James is the person who is accountable for our advertising revenues across the business. And he's the man if you'd like to have him come and talk to your businesses, give him a call, so thanks, James and really great to have you joining as part of the team. Next week, we will welcome Chris Wallace as our Chief People Officer to the team as well. I am really proud of the strength of this team. This is our senior leadership team here at NZME. We have a fantastic executive team, who will all bring a wide range of skills and benefits and experience that benefit NZME. They're all firmly focused on our strategy and their leadership is invaluable as we continue to deliver value for our shareholders and ensure the long-term sustainability of NZME well into the future. So, thank you, team and it's great to have you all part of it. And, of course, we couldn't all do all this without our team of 1,200 across NZME. We're really proud of NZME's promise, which is, this could lead anywhere. It's a promise to our team and to our future employees of NZME that if you work with us, the opportunities are endless. We have many examples of this across the business, including with Mitch Powell, who you'll see on screen. As part of his role, Mitch heads up our social media strategy for our newsroom. Last year at our Annual Shareholders' Meeting, I spoke about how NZME was almost within the top 10% of media companies globally for our employee satisfaction metric. I'm really proud to say that we now sit within that 10%. We are in the top 10%, having grown our employee Net Promoter Score by 3 points just recently. We're committed to fostering an innovative, engaged, inclusive workplace. We have 3 pillars, Inspire Me, Coach Me and Develop Me, and we are ensuring our people experience a great workplace culture and have exceptional learning and development opportunities here at NZME. Let me now move on to how 2024 looks for NZME. As I mentioned earlier, the operating environment continues to be challenging. However, despite the advertising market overall being down, NZME's advertising revenue in the first quarter of 2024 has been stronger, with 4% growth year-on-year. This reflects our increased overall market share. OneRoof has performed very well in the first quarter with new real estate listings coming to market, having recovered to historical levels. However, OneRoof's revenue growth is outperforming the listings market growth, and we are pleased to be delivering very strong profitability. We remain cautious due to the current operating environment. However, we expect NZME's 2024 EBITDA to be in the range of $57 million to $61 million, resulting in growth compared to last year. In finishing, can I say a really big thank you on behalf of myself and our executive team to our 1,200 people across NZME. As you've seen in today's presentation, it's been a challenging year. Once again, our team has been steadfast in our commitment to delivering on our strategy. And as a result, we have celebrated some really positive outcomes, fearing well competed to many of our competitors in what's been a really tough and a hugely competitive market. I'd like to say a big thanks to you, our shareholders. You've given us ongoing support here at NZME, as well as thanking our audiences and our customers for choosing NZME. Thank you also to Barbara Chapman, our Chairman and the Board for your ongoing support. We've just had a Board meeting today, and I survived. That's always a good start. But it's always great to have both the support and the challenge, and that is something that the Board is tremendous at doing. I'll be available to answer any questions you may have in the general business section of the meeting, and I look forward to speaking with you further then if appropriate. Let me now hand you back to Barbara to continue on with the meeting.

Thanks, Michael. We now come to the matters requiring resolution, which are outlined in the notice of meeting. If you have joined us here in the iHeart Lounge today and you'd like to ask a question on each matter being put to shareholders, make your way to the podium located at the front of the room to ask your question. Now, I couldn't find the podium located at the front of the room. So, maybe someone could use a roving mic or something if there are questions. Thanks, Rachel. If you're joining us online, you may ask questions on each matter being put to shareholders through the virtual meeting website. I will call a poll in respect of each of these resolutions. As I explained at the beginning of our meeting, shareholders joining online will be able to cast their vote using the electronic voting card received when online registration is validated. To vote, you will need to click Get Voting Card within the online meeting platform. You will be asked to enter your shareholder or proxy number to validate. Please then mark your voting card in the way you wish to vote by clicking for, against or abstain on the voting card. Once you have made your selection, please click submit vote on the bottom of the card to lodge your vote. Voting will remain open until 5 minutes after the conclusion of the meeting and the results of the vote will be announced via the NZX and the ASX. If you are attending online and require any assistance, please refer to the virtual meeting online portal guide or contact the help line on 0800-200-200 or if you're calling from overseas, ?967-7751. Each resolution set out in the notice of meeting is to be considered as an ordinary resolution, and as such, must be approved by a simple majority of the votes cast by shareholders entitled to vote and voting on the resolution. Ordinary Resolution 1 concerns the reelection of Director, Carol Campbell, having retired and now standing for reelection. The Board recommends Carol to you as an NZME director and unanimously supports her reelection. Carol will now say a few words in support of her reelection.

Thank you, Barbara, and good afternoon, everyone. I think many of you know me by now and my bio is in the Notice of Meeting. Being on the Board of a media company at these times certainly has its challenges. I hate to remind you but since my last reelection to the Board, we've traversed the challenges of COVID lockdowns and the ongoing economic impact of that pandemic. It's awful to remind ourselves, I'm sorry about that. We've seen a decline in household spending as consumers tighten the belt, which, of course, has flown on to the real estate market. And we've been operating in a weaker real estate market while operating one brief business. However, as a Board, we've stayed true to our values and our vision. And while consumer spending may not be back to normal, we're certainly seeing a lift in the property listings. I enjoy the challenges that these scenarios bring and I think NZME has traversed them well, with a clear strategy and an excellent team to deliver on it. I'm an experienced chartered accountant and a director on boards across industries that have also contended with such challenges. And through this experience, I bring a wealth of financial and governance skills that I believe are extremely valuable to the NZME Board and also in my role as Chair of the Finance and Risk Committee. I'm very fortunate to work with such a capable Board and executive team who bring their wealth of experience and global perspective to the table. I'm looking forward to continuing to be part of the Board, and I hope that you will support my reelection. Thank you.

Thanks, Carol. I now move as an Ordinary Resolution that Carol Campbell, who retires by rotation and is eligible for reelection, be reelected as a Director of NZME. Before we move to the vote, Kelly, could you please confirm whether any questions have been received online for the Board concerning this resolution?

There are no questions on this matter from shareholders joining online.

Thank you, Kelly. Now are there any questions for the Board from shareholders in the room concerning this resolution? Michelle has got a microphone. So, if you have something, please just pop your hand up and she'll come to you. It doesn't look like there are any questions in the room on this matter. Please now select either for, against or abstain for Resolution 1 on your voting card. Ordinary Resolution 2 concerns the re-election of Director, David Gibson having retired and now standing for re-election. The Board recommends David to you as an NZME Director and unanimously supports his reelection. David will now say a few words in support of his re-election.

Thank you, also to shareholders for this opportunity to address you today, as I put myself forward for election as a Director. I'd like to start by saying, it is a real honor to be on the Board of NZME, which is such an important company in the fabric of New Zealand society. I've been on the Board for 6 years now, and I'm very proud of our achievements over this period, and I'd like to acknowledge Michael and the management team and Barbara and the Board for all the efforts. As we've all read, the New Zealand media industry is in a significant state of flux. By pursuing a disciplined strategy and focus, NZME is fortunate to be in a much better financial stage than many of our peers. We have some exciting opportunities in front of us, and we are all very focused on increasing shareholder value. The particular skill set I bring to the Board is around strategy and finance. I also have several years of general governance experience from sitting on other New Zealand listed boards, including Goodman Property, Freightways and Contact Energy. I believe that my experience is relevant to NZME and if you choose to elect me as a Director, my focus will be on adding value to you as shareholders. With these comments, I put myself forward for election.

Thanks, David. I now move as an Ordinary Resolution that David Gibson, who retires by rotation and is eligible for re-election be reelected as a Director of NZME. Before we move to the vote, Kelly, could you please confirm, whether any questions have been received online for the Board concerning the resolution?

There are no questions on this resolution from shareholders joining online.

Thanks, Kelly. Are there any questions for the Board from shareholders in the room concerning this resolution? Mr. Colman.

It's Roger Colman. I hold about 5.5 million shares, a friend of mine holds another 6 million plus. It's about 12 million units. I'm suggesting to the Board that we need to make room in this Board, which is a very tight board and consider all ability in respect of yourself, Sussan also with the experience in radio. For Guy Horrocks who's why the leading edge of whatever it is, he still got black hair and more importantly, Carol, who's got the disciplines and FX to come with being a 25-year Ernst & Young partner. But we get to the future of this company. And the critical thing, given the fact that not logic would have an increase in board numbers, I voted against David's appointment, reappointment for this company and I'll explain why? Because if you take Trade Me, the valuation of Trade Me is probably about NZ$1 billion. It's a good $5 to $6 a share sitting there. And the critical thing is, there's nobody on the board who comes from the real estate vertical portal market. We have to make room for a person like that. They are out there. A lot of them I've met in my 20 years or so dealing with the real estate vertical portals. The team has done a very good job. But in the latter of responsibility going from the smallest employee in OneRoof, all the way to the time it gets to the Board. There is nobody on the board who can deal with real estate vertical portal issues to help the team or even guide it. We even have an understanding of what has to be done. I also note more critically that in terms of the talent that's already on the board, we can't get rid of you. Barbara had an excellent record. We can't get rid of Carol. We can't get rid of Sussan, we can't get rid of Guy. And I'm just saying this has to be done in due course. So, my vote against, David's re-appointment is purely the flagging to the Board to consider these things. No need to reply to this comment that I've made, and we'll already circle back to it when we get to general questions from shareholders. But there is one thing for New Zealanders who are heavily in the sailing Dennis [indiscernible] was one of the best competitors in the world in match racing. And his constant motto was, no excuse to lose. And the critical thing is the company in a whole terms, including the Board, who's got to take a view that no excuse to lose. We're up against somebody who's pretty large. We've got a fantastic profitability performance to date, and we've got to grab some of it, if not all of it, over the next 5 to 6 years. So, that's what I'm saying. And I think the Board should take note of it, whatever you do in life, do something and do something well.

Thank you for your comments, Mr. Colman, much appreciated. Are there any other questions or observations from the floor in relation to the re-election of David Gibson? Thank you. Please now select either for, against or abstain for Resolution 2 on the voting card. Thank you, everyone. Ordinary Resolution 3 concerns the re-election of direct to Guy Horrocks having retired and now standing for re-election. The Board recommends Guy to you as an NZME Director and unanimously supports his re-election. Guy will now say a few words in support of his re-election.

Thank you, Barbara. Good afternoon, everyone. Thank you for this opportunity to address you, as I present myself for re-election to the NZME Board. I've been on the Board for 3 years since February 2021. And today's media landscape is quite different to that of when I joined 3 years ago. And I think we've seen the impact on some of our industry peers recently of some of these changes. However, I think with digital transformation at our forefront and with strong leadership, I think that NZME has a very clear strategy and it's set up for future success. I've been very pleased to play a very small part in setting the clear direction in my role as a Board member and having a strong background in growing digital businesses, data commercialization and digital innovation, I believe my input at the Board has been valuable, and I hope it will continue to be valuable. I'm very dedicated to supporting our digital transformation. And you can see some of this with my involvement on the OneRoof committee and our goal of realizing the huge opportunity we have there. It's a huge privilege to be on that subcommittee and getting to work with Greg who's shown great leadership over the last year, and we're seeing that in the Q1 results with OneRoof, which are really, really exciting, also helping advocate for things like personalization, data and things around digital audio and podcast. I'm extremely proud of the progress we've made, and I'm very proud to be part of such a great team. A lot of the good work that gets done is not always seen by everyone and being in the end workings of this company have been extremely impressed with what is being built. And if re-elected, I'll continue to champion strong focus on digital innovation across our platforms to deliver value for shareholders. Thank you and I hope you support my re-election.

Thank you, Guy. I now move as an Ordinary Resolution that Guy Horrocks, who retires by rotation and is eligible for re-election, be reelected as a Director of NZME. Kelly, are there any questions online relating to this?

No, there are no questions on this matter from shareholders joining online.

Thank you. Are there any questions for the Board from shareholders in the room concerning this resolution? Thank you. I can't see any questions in the room. Thank you. Thank you. So please now select either for, against or abstain for Resolution 3 on the voting card. Thank you, everyone. Ordinary Resolution 4 concerns NZME Limited's Auditor Remuneration. The motion concerns the fixing of the auditor's fee and expenses and seeks shareholder approval that the directors of NZME Limited be authorized to fix the auditor's fees and expenses for the financial year ending 31 December 2024. I now move as an Ordinary Resolution that the directors of NZME be authorized to fix the fees and expenses of the auditor for the financial year ending 31 December, 2024. Kelly, are there any questions online in relation to this resolution?

No, there are no questions from shareholders joining online.

Thank you, very much. Are there any questions for the board from shareholders in the room concerning this resolution? I can't see any questions. Thank you. So, now please select for, against or abstain for Resolution 4 on the voting card. That concludes the formal part of the meeting dealing with resolutions to be voted on by shareholders, and you should now submit your votes. As mentioned earlier, voting will be open until 5 minutes after the close of the meeting, and results of the poll will be announced on the NZX and the ASX after the conclusion of this meeting. I would now like to give shareholders the opportunity to ask questions. Any questions must be related to today's presentations, the financial statements or the management of the company. You can continue to provide questions online, and we will also address questions already submitted online. If we went short of time and are unable to answer your question online today, we will endeavor to respond to you after the meeting. Kelly, could you please confirm whether there are any questions online from shareholders?

Yes, we do have some questions online. The first is from Kaushik Patel. Complements to the CEO, CFO and Board for their prudence and performance in these tough times. As we've seen what has unfolded in the last few months in the sector with companies folding up or discontinuing business due to poor financial management and more so not moving with the times and fast-changing consumer choice, as well as not being able to see certain downfall as financials were not keeping up with costs. How well has NZME evolved and planned to ensure we are well in control of costs if required in this economic environment?

Well, thank you very much for that question. And I think we all have seen amplified around us and the sector that we are in and what's going on in this sector. We have full attention on the seismic change in the sector and the risks and the opportunities that, that represents for us. The way we look at it is that we've worked hard over the past 4 to 5 years to protect our balance sheet and to embrace the digital opportunities ahead of us. And that's been a real differentiator for where we are today versus our competitors. We are going to navigate this with eyes full open on the sustainable business model of the future that we need and that, of course, considers costs in the business in relation to the revenue that we have. Any other questions, Kelly?

Yes, we have another question from Kaushik Patel. We are almost into the fourth month of the half year period. How are our business units and financials tracking, especially costs? And are we likely to gain some business from the fallout in the current media companies falling away? Lastly, I hope the Board is aware, we, small shareholders keenly await dividends for our share of business and look forward year-on-year as the share price has not grown over the last few years, in spite of, I would say, well-managed company and financials as the sector has had poor outcomes.

Well, thank you for that question. I might pass that one to you, Michael, please.

Thanks, Barbara. I think a couple of those things may well have been covered in the address I gave earlier. So, I think the positive thing we can talk about obviously, is we have seen revenue growth in the first quarter of this year of 4% and we've also just provided some guidance today that says based on everything we know in the environment right now, we actually expect to improve profitability over last year. So, that shows we really are focused on what is happening revenue-wise, how we're taking advantage of the market right now, as well as the same time as being as conscious on costs. Now, conscious is actually double-edged. Conscious of we're minimizing costs as much as possible, but conscious that we're investing to take advantage of the opportunities in the market right now. And I see that's what we've seen with OneRoof. We have on purpose and vested in OneRoof over the recent years, and you've seen a really strong performance in Q1 that we expect to maintain. And we're very disciplined on that, and you'll continue to see that from the Board and the executive team.

Thanks. Kelly, are there any more questions online?

Yes, we have another question online from Grant Robert Spires. Will the dividend of $0.09 annually at least be maintained?

Look, I think what I said in my address is that, it remains a very uncertain operating environment, and we believe it's appropriate to continue to operate at the lower end of the target range. But looking ahead, in the absence of compelling investment opportunities, we expect to be at the lower end of our target range at the end of 2024. And so, the Board will continue to review the capital management options that are available to us as we go through this.

There are no further questions online.

Thank you. Well, thank you to people online who have asked questions. Questions from the room, from shareholders in the room. Roger?

I'd like to ask the Board, what is going to do about Investor Relations and stabilizing the share register somewhat. I've notice, and I personally was involved in the unfortunate circumstance of putting Ascot Capital and a close to 20% of your shareholding. When they started up their performance, they lost half the have $800 million worth of funds and were forced to sell shares. And this has obviously happened to a couple of US guys. The John Lewis guys are Osmium. Obviously, repertoire selling now has terrible movements. The impact has terrible movements when 20% is taken out of blocks sell it down or want to sell it down that it makes for an extremely unstable share range that's not attractive to private shareholders. So, I'm just saying, the logical thing which has happened in Australia with companies like Voyager Media Diamond put ahead of shareholder entity and you guys are collecting cover price revenues from shareholders in respect to your digital additions of the New Zealand Herald. You've got Viva, you're going to have possibly an iHeart discipline component attached to that and you've got business debt. And there may be something in television, given the great news you had today of 300 competitors being out of business. So, all I'm saying to you is, you've got to do something about your New Zealand shareholder base. You've got to make a stick. You get 65-year-old pensioners, 95% dollar per annum, and that's a low liquidity component and I mean. And it means we don't have this sort of volatility. I was trying to recommend you consider putting in a shareholder benefit scheme to you guys in New Zealand, a tough benefit overseas shareholders, but it makes it sticky. You're better takeover. They are the toughest barter to get over line to 65-year-old. I'll leave it to it.

Thank you very much, Roger. Thanks for those thoughts. Any other questions in the room? We'll come back to you, Alan.

It's Michael Shroff, shareholder. There's a lot of talk about trust in the media. So, I'd like to know, what steps your company is doing to counter bias or perceptions of bias or maybe, you don't think that it is a problem. And, as a CNN, which, of course, branded itself as the world's news leader, really thrashed its brand by 2020. It's recovered somewhat, but it did itself a lot of damage.

Thank you. We have lots of discussions around trust in the media. In fact, we had a very vibrant discussion on that at today's meeting. But Michael, I might hand over to you and you can just talk through how we're viewing it internally.

Absolutely. And obviously, a very topical topic as we speak, with recent research on what's happening from a trust. So, we fundamentally do care about the trust and journalism and the public perception of it declining, it's a concern to us. Pleasingly, the heroed is voted as the most centrist from a publication perspective, but it's not because everything that we publish is in the center. We give every opinion. If we give the lift, we give the right and everything in between. So, what you'll start to see more of, and it's actually a technology investment, but it's also our people and training investment we're making right at the moment is, let's be really clear as to what to expect when you read the story. Is this a piece of journalism around fact, information, data, research, you should trust this or is this someone's opinion? And we all have opinions, and we don't agree with people's opinions. And sometimes if we don't agree with them, we won't trust them. So, you'll start to see in the very short-term labeling improvements around what to expect from a journalism perspective. And importantly, you'll start to see his, an opinion, if you'd like to see a different opinion, maybe you should read this. So, we want to give real clarity around fact, opinion and overall improvement. Now, one of the conversations we had today is, I'm up for improving that for our business. I'm not sure I can improve it for the whole industry. But actually, if I can approve it for our business, that's going to be better for shareholders.

Thank you. Allan, you had a question?

There's just so much comes out of meeting that I'd like to ask about, but I'll probably save most of it. But I wonder, if we could ask Mr. Colman, what he means by vertical in relation to the real estate market and whether we could open that subject a little further, please?

Roger, are you willing to address that?

Vertical portal consist of a segment of the market, where there's tars real estate, caravans or whatever else, and that's called a vertical. Vertical portal is a window into the marketplace, and that's what a vertical portals, just a lingo we used in the state of pattern we are trending. But what I will say about the importance for this company that in the fiscal there 23 accounts for Trade Me, they valued their real estate vertical portal, that's Trade Me Property at $3.83 per New Zealand media share. Looking at the trends for this year, I suspect I'll probably crack $100 million worth of revenue. And of the existing EBITDA margin 68.8% last year, they're probably cracking a $70 million EBITDA. That's valued in the vertical portal market like realestate.com in Australia, 25x EBITDA multiple. You're really talking about well over $1 billion weather valuation in the Trade Me accounts for that. From some of the clients I talked to, some of these overseas guys call me occasionally, my clients who are about 20 of them certainly would like the company to keep the Pedal to the Metal, how to make this thing work. In terms of potential Board of Directors available, there's a lot floating around at the moment. Greg Ellis, who used to run realestate.com and Scout24 in Germany, he is sitting there doing nothing in Victoria. There's also Tracey Fellows, who was also the CEO of realestate.com and also on a challenger position against Zillow in America when she was moved to move.com in America. There's people like George Mill, who was IPGA and Kuala Lumpur, there is Steve Melhuish, who used to run PropertyGuru in Singapore. There's a whole [indiscernible] who used to run a [indiscernible] here in New Zealand, who used to be CEO of one time in a window way back. But I'm just saying that the important thing is for this company is we know how difficult it is in normal media. As I said, it's good news. We had a black front page here for the competitors. And I just hope this team, this Board and this staff, this 1,200 staff keep this place together, conducts joint in the real estate vertical portal market.

Thank you, [ Ms. Banken. ] Did you have a question? I saw your hand just [indiscernible].

Yes, I do. To begin with, you're talking about public opinion or opinions being important, and we have them from the left and the right. And sometimes I find them interesting and sometimes I find them a lot of rubbish. But what concerns me is that you've halved the page of letters to the editor where public had a chance to voice their concerns or opinions on the opinions or the news reporting or whatever. And I find that as very concerning. The other thing too, is you can call me old fashion, but I feel your core business is reporting the news and investigative journalism, and that has definitely diminished. We only occasionally get under pinion or a factual article from Bernard Osman usually on what's happening at Auckland Council, but there's a few and far between. And I've just been to a very important meeting at the town hall this morning with Auckland Council, having to deal with the problem with government trying to take over the decisions of how land is used in Auckland and hence housing. There was nothing in it that the meeting was going to be held this morning in this morning's Herald. I'm hoping, one of the young people writing stuff down at that meeting is going to report on it tomorrow morning in my printed version of the Herald and also my digital version when I go and check through the day later on to see what's coming up. The fact that Sunday, News Hub and Figo are closed down, that's investigative reporting. There is going to be a huge need for somebody to take that gap up. And I'm hoping it will be you. So, all I'm saying is, there is room for you to expand. And I think that the more valuable you make your reporting, the more advertising revenue you will gain because you will be worth advertising for, okay? That's just my opinion. Thank you.

Thank you for those insights. Are there other questions in the room? Yes.

I think it would be a tragedy to lose Mr. Gibson from the Board, being on the main freight board, he knows to stick with the winners and another thing about the OneRoof, I'm sure I've seen in the end of the year report, capital expenditure, some of $35 million to $50 million capital expenditure. And I hear OneRoof for quarter, $1.14 million. So, it sounds like milk money to me, how much capital expenditure is going into this OneRoof business. And seems to be the status quo in knocked around with media now and some sort of everyone sort of thing I'm in and trying to get rid of this person, but anyway, that's enough from me.

Thank you. Michael, do you want to take the question in relation to the capital expenditure on OneRoof, what we had disclosed.

Yes, indeed. So, all up, capital expenditure for the business over recent years, including last year, averages between $8 million and $10 million a year across the whole business. OneRoof is a small portion of that, but it continues to be something we're obviously investing in, but definitely not for $35 million to $40 million in the company and a small component of that $8 million to $12 million. And, as I said, the OneRoof EBITDA of $1.4 million for the first quarter, we made a loss in the first quarter last year and actually made a loss for the full year last year. And we have on purpose been investing in OneRoof to actually have the rewards that we are now seeing and that obviously some shareholders like Mr. Colman here are encouraging us to go after, because there is significant shareholder value to be created.

Mr. Colman?

Didn't fly over here at 4:30 in the morning to let you guys relax? But for Michael, a critical team in OneRoof is a concept of the marketplace. You're still 10% behind Trade Me in terms of inventory, about 44,000 versus 40,000 for you guys. And actually, that's the first testament situation Michael you said it, he was in 11 commandment. He wasn't printed out for the photocopy of Walton working on Mount Sinai. But inventory begets UVs which was what was missing in that level of commandment and you need the inventory match to get to UVs because everyone wants to see all buyers and everybody wants to see all sellers. So, I'm wondering, how are you going to close the gap, how are you going to get the people who don't pay the private sellers into the exchange at your got, the listings exchange to make sure you can go after the big pilot.

If I can just help explain what Mr. Colman was talking about here? So, on the OneRoof website, we currently have about 90% of all listings that are for sale in New Zealand. About 4% to 5% of that gap is actually private people selling their homes. And we've consciously taken the decision not to put private on there, because the thing that we really want to focus on is the real estate agents, making them successful with bringing properties to market and selling them, because they are our largest sales force in the market today of us helping them sell houses. So, that's one piece. The rest is continuing with the investments that we've made over recent years. We now have a significantly bigger team in OneRoof, which is allowing us now to get to every single real estate agent, every single real estate office to make sure we close that gap. And that's not further investment from where we are. It's the investment we've made that is actually now delivering the returns, which we will continue. So, again, to Mr. Colman, we have great conversations about this, get the inventory then get people coming to the site. And if you look at our annual report and in our investor presentation, you'll see the gap is continuing to close between us and Trade Me of the number of people that come to the OneRoof website every day. And if you can do those 2 things, then people will pay the list and that's what we are now seeing and seeing really strong and consistent growth. And we've got a great team out in front of agents every day, getting those listings on the site and upgrade it.

And, Mr. Colman, if I can address the first part of your pumping just now. I don't think there's anyone on the management team or the board feeling comfortable and relaxed. We are all very driven towards optimizing our strategy and delivering value. Are any other questions? Kelly, are there any questions online?

We do have one online. What are we likely to expect from select committee briefings and also recent meetings with Minister Melissa Lee for the media sector?

Michael, can I pass it to you?

Yes. So, the select committee is due to report back next month on the digital bill, which is where the tick giants will be required to sign agreements with organizations like ourselves. Our feedback is, we are all for having legislation as a backstop to negotiations. So, you'll recall that a few years ago, we were able to do a 5-year agreement with Google. We believe that that Google deal should be worth significantly more to us if we got the same terms that they offered publishers in Australia, even after we adjust for the size of the country and the number of people coming to our website. In fact, we think it could be 4x or 5x bigger is what the number should be. Facebook did a 1-year agreement with us. They are refusing to engage any further. But it's not just those two. It is anyone now who is using AI, anyone who is using generative AI. So, for example, if you were to go on and ask a question now, the answer to your question is likely coming from a new site, but we're not being paid for that. So, our objective is to have the minister put in place the legislation that says, anyone who uses our content must pay us to access it. We're very happy to go and negotiate, but if someone won't negotiate the legislation is the big stop. And so, I think when the current minister was an opposition and actually hadn't engaged with us as much on that. But I know that she's been on some of our radio stations even in the last 24 hours of last night and this morning, and she is really looking forward to getting that feedback overall from there.

Kelly, are there other questions?

No questions.

Thank you. Are there any other questions in the room? Well, thank you very much, everyone. On behalf of the NZME Board and the Executive Team, I'd like to thank you for attending our Annual Shareholders' Meeting today. We very much appreciate you being with us and your questions and your feedback are welcome and appreciated. Finally, I would like to once again thank my fellow Board members, the executive team and all of NZME for your commitment and your hard work. Thank you also to our customers, our audiences and also our valued shareholders for your ongoing support. I now declare this meeting closed. Thank you.