NZME Limited (NZM) Earnings Call Transcript & Summary

Hello, everyone, and welcome to New Zealand Media and Entertainment's Annual Shareholder Meeting 2025. I'm Barbara Chapman, and I'm the Chairman of NZME. At the outset, I would like to thank our shareholders for your forbearance as we worked through the matters that caused us to delay this year's ASM. As you will be aware, in the lead up to the original meeting date, the company received a number of shareholder resolutions and nominations, some of which were amended over a short period of time. In the interests of enabling all shareholders to properly consider these resolutions and nominations, we made the decision to delay the meeting until today. So thank you for your patience, and a very warm welcome to many of our valued shareholders who are joining us here in person today and to those who are joining us online through our virtual platform provided by our share registrar, MUFG Pension and Market Services. Shareholders here in person can vote in the room today, and shareholders can also vote and ask questions online. If those who are joining us online would like to submit questions, please do so as soon as you can to allow us to answer them at the appropriate time in the meeting. You can do this by clicking ask a question within the online platform, selecting the item of business, typing your question and click submit. We will also open the floor to questions from shareholders joining us here in person. I will 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 help line on 0800-200-200 or +64-9-967-7751 if you're calling from overseas. The purpose of this meeting is to cover the company's performance over the financial year ending December 2024, share some progress on our strategy and initiatives and provide a trading update. Further on in the meeting, we will address the required governance matters through voting on our 4 resolutions, and then we will open up to general business. Today, I'm going to firstly share some high-level financial results from NZME's 2024 financial year before speaking about our strategic priorities and 3 recent initiatives, which further support our strategy. I'd also like to share some thoughts on how the business has evolved over the past 5 years, the high levels of engagement in our team and touch on our strong capital management performance despite the economic challenges that have impacted the wider media industry, both globally and locally. Michael Boggs will then cover the financial results in more detail and speak about the progress we are making on our 3-year strategy as well as providing an outlook on the remainder of the year. After that, as mentioned earlier, we will proceed to voting on the resolutions as set out in the notice of meeting, which you have received. We are proceeding on the basis that these have been read. Sussan Turner, Steven Joyce and James Grenon will be speaking to their nominations, and you will be able to ask them questions at that time. And then finally, we will turn to the general business section of the meeting. Shareholders and proxy holders will be able to ask further questions when we get to that point. Voting on all resolutions will be conducted by way of a poll. I would now like to introduce you to our NZME Board members, all of whom are here today. We have Carol Campbell, Sussan Turner and Guy Horrocks. And I would also like to introduce Michael Boggs, our Chief Executive Officer; and Genevieve O’'Halloran, General Counsel and Company Secretary. I'd also like to welcome Steven Joyce, who the NZME Board is collectively supporting to join the Board as a Director and as the proposed new Chair. If elected to the Board by shareholders, directors will hold a Board meeting immediately after this ASM to appoint Steven as Chair. I'd also like to welcome Director nominee, Jim Grenon, who the Board is also collectively supporting. NZME's executive team is also here today with us, 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 of approximately 112 million shares, representing 59.58% 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 2024, 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 this meeting. There will be a recording of today's meeting made available on our website following the conclusion of this meeting. Despite the tough environment, NZME continues to make progress on our 2023 3-year strategic priorities, which are: for OneRoof to be your essential property platform, for NZME to be #1 in audio and to be New Zealand's leading News Destination. Media is about audiences, how we reach them, engage them and monetize them. Within that context, NZME's strategic focus has digital transformation at its heart. And over the past year, we have continued to innovate and invest in digital products, enhancing customer experiences, putting our audience first and leveraging emerging technologies to grow our competitive advantage. This gives us a solid foundation for future growth. But while digital audiences and revenue continue to grow in importance, our print and terrestrial radio platforms remain highly valuable for both our audiences and our advertisers. Our integrated approach, which sees our digital and traditional channels complement each other means we can leverage the strengths of all our platforms to provide the best possible offering to our diverse audiences and advertisers across the country despite continued challenges across the media industry. NZME made good progress on our strategic transformation in the 2024 financial year. Pleasingly, operating revenue increased by 2% to $345.9 million from the prior year. This was a good outcome given the challenges facing the advertising market in New Zealand. NZME's operating net profit after tax was $12.1 million. However, we reported a statutory net loss after tax of $16 million due to a noncash impairment adjustment of $24 million being the write-down of masthead assets. Operating earnings per share were 6.5% per share -- sorry, $0.065 per share. Operating free cash flow of $11.3 million reflected lower earnings and higher capital expenditure in comparison to 2023. $16.8 million was distributed to shareholders during the year. The Board declared a fully imputed financial dividend of $0.06 per share, consistent with the year prior, which was paid to shareholders on 31 March. Michael will provide further information on the financial results and an update on the outlook in his address. In February, we announced 3 new initiatives. The first was OneRoof value realization. OneRoof continues to be a very strong performer with significant future growth potential, and NZME is committed to continuing to accelerate its growth. We have commenced an independent strategic review of the OneRoof business, which will look at a number of opportunities to realize its full potential and delivering value for shareholders and an update will be provided at NZME's half year. The second was in relation to recruiting additional specialists from a governance perspective as well as the NZME Board supporting the nominations of Steven Joyce and Jim Grenon today. It is also proposed that Mr. Bowen Pan, a technology and marketplace expert, will be appointed as a director by the Board after this meeting. An editorial Advisory Board will also be established to assist and advise the editorial team. Our third new initiative has focused on setting a new tone for New Zealand, and our newsroom team across the country has done a fantastic job with On the Up editorial campaign using the power of journalism to showcase people, organizations and businesses achieving great things overcoming the odds. This, coupled with the very recent launch of our Herald Now breakfast show hosted by Ryan Bridge, will bring new audiences and opportunities for NZME in the future. I'd like to now move on to some key highlights across NZME over the past 5 years, which demonstrate just how much the business has evolved despite challenging economic conditions. Firstly, NZME reaches 9 in every 10 Kiwis across our audio, publishing and digital platforms, a phenomenal number of people. Through our digital transformation strategy, we're continuing to focus on innovating, adapting quickly to changing audience preferences and offering new products to expand that reach. OneRoof continues to go from strength to strength, delivering significant year-on-year growth with digital revenues increasing by an average of more than 40% per year over the past 5 years. NZME remains in the top 10% of media companies globally for employee engagement through the employee Net Promoter Score. This metric assesses employee job satisfaction and how likely it would be for a staff member to recommend NZME as a place to work. Finally, disciplined capital management has enabled us to reduce net debt by more than $50 million since 2019, whilst also returning over $80 million to shareholders in that time. This has all been delivered against the backdrop of a global pandemic, pressure on operating costs, a high interest rate environment and a slow economic recovery, leading to challenges for business and consumers. I'm proud of what's been achieved to ensure NZME can continue to evolve and is well positioned for future growth. In closing, NZME maintains a well-defined strategic direction, prioritizing digital transformation and forward-thinking initiatives, ensuring the company is well positioned for the long-term success. I'm highly confident that the business is in a strong position and we'll be able to take advantage of improvements as industry conditions stabilize. To our valued shareholders, on behalf of our Board, thank you for your continued investment in us. I want to acknowledge our Board members for their exceptional contributions and steadfast dedication. Thank you to all of you for your support of me as Chair, and I wish the new Board well. I would also like to thank David Gibson for his tenure and contribution to the NZME Board over a number of years. Michael Boggs, the executive leadership team and the whole of the NZME team, thank you for doing what you do brilliantly every day and for keeping Kiwis in the know. And lastly, to our clients, our business partners and audiences throughout New Zealand, thank you for your ongoing engagement and support of NZME. I'd now like to invite Michael to present his Chief Executive's address. Thank you.

Well, thank you, Barbara, and good afternoon, everyone, in the room here and online today. I've got a little bit to update on. And firstly, I'd really like to update on how we went as a business in the last 12 months. So overall, despite the challenges across the market, you'll see that NZME continued to make good progress towards our strategic targets, just as Barbara mentioned. Our operating revenue did improve by 2% year-on-year. This was driven by our strong digital advertising revenue growth for our OneRoof and our Audio businesses. Now one of the key highlights for the year was the 51% growth in OneRoof's digital revenue year-on-year, and I'll talk more on that shortly. This certainly demonstrates the strong potential for growth in our real estate business, and we're focused on realizing the full potential of that business. We do expect, as Barbara said, to provide a further update for shareholders at our half year results. Operating EBITDA for 2024 was $54.2 million. Now this was lower than the prior year and reflected a challenging operating environment, particularly during both the second and third quarters of 2024. Again, as Barbara mentioned, we reported a statutory net loss after tax of $16 million for the year. This included a noncash impairment adjustment of $24 million to the value of non-amortizing intangible assets. These intangible assets primarily represent the values ascribed to the mastheads within the business at a time when their earning potential was much greater than we see they are today. Our operating free cash flow reflects lower earnings and a higher capital spend for the year. Net debt, you'll see is in the middle of the target leverage range, and that was at $24.1 million at the end of the year. The ongoing challenges across our industry did lead to a number of organizations in the media industry making large-scale changes last year or in some cases, closing parts of their operations. NZME responded to these challenges with the closure of its community newspaper products and a number of staffing reductions right across the business. We do remain focused on growing overall revenues while minimizing our costs. Barbara mentioned, we offer a unique portfolio of platforms and brands, which attract Kiwi audiences absolutely like no other. We reach 9 out of 10 Kiwis via our OneRoof, our Audio and our Publishing platforms. This slide highlights the significant audiences reached across the country via each of these platforms. The audiences from the traditional platforms of print and terrestrial radio are shown on the top numbers in these boxes with the digital audiences shown in the lower half of each box. As you'll see, they are substantial audience numbers. NZME's overall audience reach across New Zealand is 3.5 million people. NZME's digital transformation strategy continues to result in a changing mix of revenue across the business, which you can see in this slide. With 2.5 million Kiwis engaging with NZME's digital platforms, digital revenue has now grown to $103 million. It now represents 31% of NZME's total advertising revenue. That's more than double the portion of what it was back in 2019. We are focused on delivering digital growth across each of the 3 strategic pillars of OneRoof, Audio and Publishing. Importantly, these charts also highlight the strength of our traditional media, such as our print and broadcast radio revenues. The huge financial contribution that they make continue to be successful across the business. Our digital-first strategy is focused on continuing our market-leading digital transformation in order to deliver value to our shareholders. Let's turn to each of the business divisions and talk about each of those briefly. So let me start with OneRoof, where our strategic focus is on being your essential property platform. Here, you can see 3 priorities within the OneRoof business to have superior listings experience and performance, to grow our listings revenue and to accelerate OneRoof's non-listings portfolio. So the listings performance has continued to improve. We've seen strong audience growth that's enabled us to deliver a 32% increase in listings inquiries year-on-year. That's people inquiring about a property that's for sale on the site. The majority of OneRoof digital revenue is generated by listings being upgraded on the OneRoof property portal. During the year, we saw a 44% increase in the number of listings being upgraded versus the prior year. We also focused on accelerating OneRoof's non-listings revenue. This portfolio includes sponsorship and general advertising revenues. This has seen our digital advertising revenue up by more than 60% year-on-year. The strength of the OneRoof platform and its overall performance saw OneRoof deliver an EBITDA improvement of $4 million year-on-year. This was in line with our strategy to deliver profitability in the OneRoof business during 2024. Let's now move on to talk about the Audio division. This includes our many radio brands, many of which you've seen on the ground floor in the building here, our digital audio platform, iHeartRadio, and our leading podcast network. So our strategic focus is to be the #1 in radio. We want to create the most listened to and loved content across all of our brands. For more than 17 years, our Newstalk ZB station has been the #1 commercial radio station. It, along with our ZM music station, attract the most breakfast listeners in the country. NZME has got a wide portfolio of brands and talent. We leverage these to deliver customer solutions and to drive brand engagement. Our integrated digital and broadcast campaigns across our portfolio grew by 11% year-on-year. We're also focused on growing podcast engagement and monetizing it. Our podcast revenue increased by 67% year-on-year and is a key driver of our digital audio revenue growth. We continue to see significant further potential across our digital and our podcast networks. Now let's move on to our Publishing division, which has a strategic focus to be New Zealand's leading news destination. We are focused on having a scalable digital audience and advertising news platform. Pleasingly, based on Nielsen's ratings, the New Zealand Herald was New Zealand's most visited news app last year. We are continuing to improve the functionality and the experience within the app. Expert journalism is at the heart of growing subscriber lifetime value, and I'm pleased to say that our digital subscriptions continued to grow last year. They increased by 16% year-on-year in what has been a really difficult environment for subscribers right around the country and right around the world. Our print products are valuable, and we must maintain a high-quality and efficient print business. Pleasingly also, the New Zealand Herald is ranked the #1 newspaper every day of the week. To maximize audiences and our overall profitability, we really have to balance the free and the premium stories across the New Zealand Herald platforms. In 2024, the top 10 free stories delivered 5.2 million page views. This is a very important audience, but it's a free audience. They delivered 59% or $36 million of our New Zealand Herald digital advertising revenue. This compares to our top 10 premium stories, which achieved a smaller 800,000 page views across the year. Our premium subscribers generated 41% or $25 million of New Zealand Herald's digital subscriptions and advertising revenues. So let me provide some context around how we're viewing the trading environment and a bit of a trading update for you. As many all know, unfortunately, the market does remain volatile with economic commentators having softened their outlook from what was expected just earlier this year. On the left-hand chart, you can see that business confidence trended upwards in the second half of 2024, but is now reversing that trend, including a recent drop of 12 points just last week in May's ANZ Business Outlook survey. Consumer confidence remains subdued and also fell 5 points just last week. On the right, the consumer price index rose to 2.5% during the first 3 months of 2025, with businesses and households expecting higher price increases than had previously been anticipated. Despite this, underlying inflation continues to fall. The bottom right, house prices are expected to recover through the coming year. But again, this recovery is later than predicted, even as recently as back in February this year when the latest results were released. However, the economy is showing signs of recovery and lower interest rates are supporting overall economic activity. The market is not improving as much as we had originally expected. It remains volatile, and therefore, we're taking a cautious yet optimistic approach as we move through the year. The first 4 months of 2025 have delivered a higher operating EBITDA than in 2024. We've undertaken a number of cost reduction initiatives, and they've been completed in the first half of this year, and they are now expected to deliver annualized savings of $12 million per annum. These cost reduction initiatives do include the $4 million that we previously announced relating to our refreshed newsroom operating model. However, the restructuring costs relating to these cost reduction initiatives are not reflected in the 2025 year-to-date operating EBITDA figure. So while the market outlook remains uncertain, the first 4 months of trading, combined with our cost initiatives will see us well placed to deliver improved operating results for 2025. In closing, I want to say a big thank you on behalf of myself and the executive team to our dedicated team right throughout NZME. Despite the challenges for our industry, our team has remained unwavering in executing on our strategic vision, which has led to several encouraging results, some of which I've talked about today. We have maintained a strong competitive position relative to our media industry peers in what continues to be a very, very competitive environment. A big thank you also to you, our shareholders, for your continued confidence in NZME and our audiences and advertisers right across the country who consistently choose our platforms and our services. My sincere thanks also to the NZME Board for your guidance and support throughout this period. I'd also like to take the time to thank our outgoing Chair, Barbara Chapman. Barbara has been a huge support to me and her time at NZME. I've greatly appreciated her leadership, your leadership, your wisdom, your strategic insight and your unwavering confidence in our business. Thank you, Barbara. She has guided our organization through some challenging times. Her collaborative approach and trusted counsel have been significant. On behalf of everyone at NZME, Barbara, thank you for everything you have done. Thank you, everyone, who's come today. Thank you to everyone who is watching online. I look forward to answering any further questions that shareholders may have during the general business portion of today's meeting and to chatting with you all at the conclusion of the meeting. Thank you very much.

Thank you, Michael. I might need to take a moment after that. It's very kind of you. 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 would like to ask a question on each matter being put to shareholders, please raise your hand, and we will bring a microphone to you. If you are joining us online, you may ask questions on each matter being put to shareholders through the virtual meeting website. Please note, only shareholders and proxy holders can ask questions. Can I please ask you to identify yourself and whether you are a shareholder or a proxy holder before asking your question. I will call a poll in respect of the 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'll need to click Get Voting Card within the online meeting platform. You will be asked to enter your shareholder number 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've 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 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. 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. Ordinary Resolution 1 concerns the reelection of Director Sussan Turner, having retired and now standing for reelection. The Board recommends Sussan to you as an NZME Director and unanimously supports her reelection. Sussan will now say a few words in support of her reelection.

Thank you, Barbara. [Foreign Language] I'm pleased to stand before you today for reelection with, as Barbara mentioned, the support of both the current Board and our 2 new nominees, Steven Joyce and Jim Grenon. So a bit about me. I'm currently Group CEO of the Aspire2 Group, one of the largest private education and training organizations in New Zealand. However, a very large part of my career has been spent within the media industry, having started as a Cadet Journalist more years ago than I care to remember in the 4XO Newsroom in Dunedin. I've also held 3 chief executive positions within the industry. Firstly, with Radio Otago, a publicly listed company, then as CEO of RadioWorks New Zealand; and lastly, as Group CEO of MediaWorks, which then owned and ran TV3, 4 and a couple of hundred radio stations around the country. What I can say is that after all of this time, I still remain as passionate and committed to the industry as ever and recognize we need to bring fresh thinking, innovation and new product development to fully unlock the value of this company. Having sat on the OneRoof Advisory Board, it's been great to witness this marketplace vertical's evolution, and we consider it only to be at the start of its performance journey, but it's proven to all of us what is possible. So I would feel both pleased and privileged to share this next part of the journey with you and hope to receive your support in doing so. Thank you.

Thank you, Sussan. I now move as an ordinary resolution that Sussan Turner, 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 there are any questions online?

Yes, we do have a question from shareholder online, Stephen Mayne. New Zealand is becoming a governance backwater as it continues to resist mandating annual voting on remuneration reports, which is standard in many countries around the world. Will reelection candidate Sussan Turner support voluntarily putting up a remuneration report resolution for an advisory vote at the next year's AGM? This is the law in Australia, and we are dual listed on the ASX. So why don't we step up and respect shareholders by adopting Australian market practice?

Sussan, before you answer that, I'd just like to say, Stephen, as you're very well aware, there are very few companies in New Zealand who adopt that approach. It's obviously not going to be my choice going forward, but Sussan, do you have a view?

I don't know. I think it's for the new Board when formed to opine upon that, and we are happy to do so.

Thanks, Sussan. Are there any others, Kelly?

No further questions.

Thank you. Are there any questions in the room on the reelection of Sussan Turner? Okay. If there's no questions, thank you very much. You can please now select either for, against or abstain for Resolution 1 on the voting card. Thank you. Ordinary Resolution 2. This concerns the appointment of Steven Joyce as a Director of NZME with effect from the conclusion of this meeting. The Board recommends Steven to you as an NZME Director and unanimously supports his election. Steven will now say a few words in support of the appointment.

Thank you, Barbara. Everyone, good afternoon. It's wonderful to have the opportunity to stand here and a real privilege to be able to stand to be a director and also potentially the Chair of the NZME. So some of you will be aware that I had a period of time in politics. You may be less aware that prior to my time in politics, I was a media executive, started a company called RadioWorks in New Plymouth in 1987 and had 14 years building that up to the Radio division of what is effectively now MediaWorks. So I've had a long period of time in the media industry. And through both of those careers that I've had, had a lot to do with journalists. I love to see you here, [ Murray ], and really enjoyed the association with the media industry and very keen to renew it. I've been watching with great interest right through the last 20 years of the challenges and changes that have occurred in the media business. And it has been quite extreme really for an industry to be challenged in the way that this industry has been challenged. But it's becoming more apparent the successful path through those challenges. And I'd like to congratulate NZME on the progress that's been made through that period. I think the current Board and the leadership of NZME have set up a very good platform for the future of the company. And I think the idea of standing as a director is to really take that opportunity forward and extend the company further and assist it in being more successful in the new media environment. So I'm very excited to do that. I'm a firm believer that there is a place in the New Zealand industry for New Zealand stories and New Zealand experiences to be celebrated. I think there's a very strong market for it. And I can assure you that my focus, if elected as a director, will be very much on achieving strong shareholder returns by exploring and exploiting that niche of New Zealand stories and New Zealand experiences, whether it's about real estate, whether it's about the news, whether it's about sport or whether it's about the experiences in radio. So thank you very much, and look forward to hopefully receiving your support.

Thank you, Steven. I now move as an ordinary resolution that Steven Joyce be appointed as a Director of NZME Limited with effect from the conclusion of this meeting. Before we move to the vote, Kelly, could you please confirm whether we have any questions online?

We have one question online from Stephen Mayne. Could Steven Joyce please outline his attitude to editorial independence and whether he has any political affiliations with the national government? Is he a passionate supporter of a freeze press? And will he support healthy investment in our newsrooms to uphold the important accountability role they play in New Zealand civil society?

Thank you. There's a few questions in that question. The first one is, I don't think it's any great secret that my past association has been as a member of the New Zealand National Party, and I continue to be one today. But in this context, I think it's far more important to consider the role of the media and its important role in New Zealand society. And probably the best way I can address that is, as a minister, I think I had a very good relationship with members of the media most of the time. And I think acknowledging the importance of the media in terms of extracting the truth and the stories for the New Zealand public. And that's a crucial role. It was a crucial role then, and it remains a crucial role today. So yes, obviously, therefore, I support the role of the media. In terms of some of the other questions that the shareholder raises, I think the guiding star has to be achieving strong shareholder returns. And so that's balancing the investment always with the return you can expect from that investment. And that's just the nature of all businesses and including this one. But I think with my background in the media, I can understand that sometimes you take those opportunities to invest ahead of the curve to bring revenue streams forward that you otherwise wouldn't get. So if that's -- I think that answers most, if not all, the questions.

Thanks very much. Kelly, are there any more online questions?

No, no further questions.

Thank you. Are there any questions in the room for Steven Joyce? Mr. Colman, we're just going to bring a microphone to you.

Steven, welcome to Board. When Bowen Pan joins, this will probably be the best Board in Australasia since my network with Peter Costello as Chairman. Congratulations on assembling this Board now. Sitting next to you is Jim, who's got 13.7% of capital. I don't know how many shares the rest of the Board has got. I'm wondering how you're going to manage Board members' time to dive into the company and how you propose to keep this ship on an even keel and also where the CEO sits in that sort of environment when you've got an active shareholder. That's a good question.

Thanks very much, Roger. Well, first, I've had a number of conversations with Jim, and I can assure you that Jim has assured me of his focus on improving shareholder return and lifting the value of the company. And as a large shareholder, I'm sure it's consistent with his shareholdings. And you also mentioned Michael, of course, and Michael is a significant shareholder in his own right. And I can report that I purchased some shares last week as well, nothing like either of these gentlemen, but at least indicating intent and support. I think it can be very straightforward in that the Board and the directors' responsibility is to increase the value of the company and maintain and increase the value of the company for all shareholders. That's the job of the Board. If any individual shareholder wants to increase their investment, then there is listing rules and laws around how you do that. And every shareholder has to be bound by those and the Board has to uphold those. And I'm sure Jim is very aware of that as are other shareholders. And any shareholder in this room could step up tomorrow and say that they wanted to, for example, make an offer for the whole company. And if they want to do that, then there's a process by which that happens. And of course, that's very welcome because that's the process at work in a publicly listed company. So I think we can play it very straight down the line, and that's my intention.

Any other questions in the room for Steven Joyce? Yes, there's one over here.

[indiscernible], shareholder. The Fourth Estate has a very important role and a very responsible role and a lot of privileges in a democracy. I haven't heard any emphasis or awareness here in any of the discussions of a recognition or awareness of that role. And while I appreciate that the Board cannot direct independence, the independence or intervene in the independence of the editorial policy, it does set a framework, I think, within which they operate. So I would like to hear something or your views on the role of the Fourth Estate in a democracy today with all the problems of false news and other issues that arise from that. So what are your views on that?

Thank you. Well, I think it's a very important role, the role of the Fourth Estate. Of course, what's changed in the last 30 years is that we now have a proliferation of media, including social media, which has changed the whole game. And as you pointed out, sometimes creates what's known as fake news, although I must admit that fake news tends to be very much in the eye of the beholder. It's often shorthand for news I disagree with. And I think the role of the company is very important in that respect. You asked about editorial policy. And I think that's very important as well. And you're right, the Board sets the parameters. The Board also allocates the investment in the editorial division. So the Board has an important role, but the Board also shouldn't be making individual decisions about individual items unless I can't think of an extreme example, perhaps one appears, but in the general course of events anyway. And so I think that's the process. I think what we'll do, assuming everybody who's standing is elected today, is we will naturally bring fresh pairs of eyes to all of the strategy of the company and good challenge to the management team and some of it will be fresh challenge. But it's all done with the aim of lifting the role and success of the company. And a good part of that is its role in the Fourth Estate. So rest assured that, that's very important.

Any other questions? Yes, there's one here, one here.

[ Chris Patel ], shareholder. Congratulations to Steven Joyce. I had a few questions, but I think you answered when you said a few things about performance of NZME, and you appreciated the current Board's performance, which I feel as a shareholder is absolutely on dot when you've seen the media companies holding up and the system. So that question has been answered. My question now to you is I also read your columns regularly, and it's full of common sense. And I really see it in a very positive way. And I feel it's the right way to move forward, especially the last article on what has happened with the new government and the performance. And I can tell you, Christopher Luxon is suffering. I can tell you that. And I hope that when you come at NZME as the Chairman and whatever you have said is if you deliver, we will be one of the happy shareholders. Thank you.

Thank you very much. You haven't offered opinion as to whether my columns should continue or not. I'm not sure about that. I'll have a discussion with the editorial team. I understand they had mixed views all the way through. No, but I really enjoyed over the last 5 years writing for the weekend very much.

I'm Karl Barkley. I've been on the mission for 3 years. In the last 2 years, I've been around New Zealand getting the view of reinstating Marsden Point Oil Refinery. But I can't get any of the media to talk to me about what's happening in this country regarding our refinery. You say you want to grow the media, you want to engage the public in New Zealand and have history of what's happening in this country. That refinery was built by a national government, Sir Keith Holyoake's government in '62, started '64, was opened '19 -- sorry, 2022, April Fool's Day, they stopped refining oil and started importing imported products, bitumen, CO2 and fuel. On the 30th of May, exactly the same day as Sir Keith Holyoake opened that refinery. It was a finish of it. Everybody was laid off, but I can't get anybody to talk to me in the media about what we need to do. We need to get that refinery going. We only have 8 days supply. If anything happens seriously around the world, this country will be finished. There will be no farming. There will be nothing. We can't survive without petrol, diesel or jet fuel. And I drive around New Zealand a lot of times, and I can't find a piece of road that's been patched in the last 3 years, maybe 4 years actually because they shut the bitumen plant down before they actually shut the refinery down because they said it was too expensive. They could have doubled our price and still be the third cheaper than [ rubbish ] they bring in. They keep patching our roads with wasted money. So I don't know what the media is going to do about it.

Thanks very much for that. You're in the right room. There's a lot of journalists in the room. They will have heard you make your comments. And I'm sure if any are interested in picking it up, they will be able to find you with your Marsden Point T-shirt on. So thank you very much. Thank you. Are there any other questions for Steven Joyce? No -- one, thank you. We might make this the last question and move on to the rest of the business afterwards. Thank you very much.

Anne Hargreaves, Investor. I'm concerned about this proposed editorial Advisory Board and what its significance means for the editor and the journalists. And how is that proposed to what are the parameters for it?

Thanks, Anne. The editorial Board has been raised both by the existing Board and by Jim Grenon. And they are quite common internationally with some newspapers and are effectively providing additional advice and support to the editorial team. I actually think that has the potential to strengthen the editorial offering of the New Zealand Herald. And I think it's particularly important, too, as the number of, I suppose, voices in the media has shrunk over time, which is the nature -- a factor of the rise of social media and the [ matters ] and alphabets of the world. So I wouldn't fear it. I think it's an opportunity to debate editorial policy, an opportunity to support the development of editorial policy, the thinking of editorial policy. I think in every business, we can get very, very busy in the day-to-day. And I know journalism is one of those businesses so it's that opportunity to test that thinking independently, and I don't think it should be fear of. I think it should be encouraged. And certainly, I can assure you that the Board's view will be whatever it does in this space will be to try and enhance and strengthen the editorial offering of NZME and not do anything else.

Thank you very much, everyone. In relation to Ordinary Resolution 2, could I please ask you to mark your cards for, against or abstain. And then we will now move on to Ordinary Resolution 3. Ordinary Resolution 3 concerns the appointment of James (Jim) Grenon as a Director of NZME with effect from the conclusion of this meeting. The Board recommends Jim to you as an NZME director and unanimously supports his election. Jim will now say a few words in support of his election.

The first thing I will say is I don't think I'm all that welcome here because that chair is awfully cold. It is right under the cold draft. Anyway, I have been a director for well over 50 years on 10 different companies where you get elected every year in North America, and I've never once had to pitch myself to the meeting in all those 50 years. So this is quite different. And at the same time, I really don't have the right speech ready, but we'll take it from here. I have, during this effort of mine, met quite a few of the shareholders of NZME. And it's surprising to me how passionate they are and how -- you get to 15 shareholders and you've covered well over half of the shares that is outstanding, excluding me even. So I've come to understand what they want, I think, and they don't all want me, but quite a few of them wanted change and quite a few were prepared to support me as well. So I would like to thank them. And the reality is most votes have been counted. So I'm thanking them for voting, and I'm also hoping anybody who hasn't voted will still perhaps give me their support. And I'm looking at you, Roger. Roger Colman is telling me I'm on probation with him. So he's not going to vote for me this year, and maybe he'll abstain, but more likely thumbs down. But that's okay. Anyway, I would like to thank the people who helped me with this effort, and it was quite audacious, I would say, from the start as an outsider coming in from 12 years ago, I moved to New Zealand from Canada. And I have a perspective of some of the differences. And I've also learned and I love many, many, many things about New Zealand and many things about NZME for that matter. At the same time, I was sort of -- it seemed to me that things were drifting downhill from my perspective in any event, and these things are often subjective, particularly in the editorial front. And I thought, well, maybe I can sort of jumpstart something here, and I'm very, very delighted with the way it seems to have worked out. I will say that I'm somewhat underqualified compared to this lofty Board we have. But at the same time, I am reasonably qualified in getting into businesses, which I've been doing for 40 years, businesses that I didn't necessarily know that well at the start, but very quickly learned and I do think in the end, managed to contribute significantly to them, and they proved to be financially very successful. So I would like to just say I'm looking forward to pulling up my sleeves here as well. And that I think the future is bright for New Zealand and NZME. And I would also like to suggest if the economy could just uptick itself a little bit on us, that would be a nice little boost as well.

I suggest you stay there, Jim. Before we move to the vote, Kelly, could you please confirm whether any questions have been received online concerning this resolution?

We have one question from Stephen Mayne. Could Mr. Grenon, please comment on how his associates at Spheria have voted on today's resolutions and what he thought of the takeovers panel assessment of his share purchases and associations leading into his presentation as a candidate for the Board at today's AGM. Was it a fair process and a reasonable determination in his view? And why did he buy 0.65% of our stock in his own name?

Well, I'll answer the last question first, if I may. Why did I buy 0.65% in my own name? I bought 13% in my own name. So I don't know what that 0.65% is about, but I'll happily talk about that. First of all, Spheria is not an associate of mine. I do not know they voted today. I assume they voted for me given the overall votes. But Spheria was a -- first of all, Spheria is a money manager, and they have a responsibility to the people who are investing in their funds. They were in favor of change. Was it necessarily the exact same change that I was hoping for? Probably not. But at the same time, they saw me as somebody who could perhaps agitate. In Canada, we have a sport it's called ice hockey, and you have agitators in that sport sometimes. And maybe I should have been a little more graceful here. But in any event, I tried a little Canadian style. So Spheria -- I spoke to Spheria a handful of times. That is all I spoke to Spheria. For whatever reason, the takeovers panel thought let us get involved in seeing if something funny is going on here. I didn't think anything on the surface looked very funny because there are people that I barely knew a number of different fund managers I went around in Canada. And when I say I barely knew, I just met them through this process. So I didn't know them at all before that. The takeovers panel decided they would require me to produce all communications with essentially any shareholder who had any meaningful amount of shares, describe any telephone call or communication I had with them, try to do it all in real time right up to a meeting that was set up. So I would be -- initially, I would have had to produce. And by the way, how much time do I have to answer this question? Not much. I'll give you the faster version. I thought the process was completely unnecessary and a disservice to New Zealand. I was clearly not associated with any shareholder that mattered in terms of the 20% test. They put me through a process that cost me -- I haven't got my legal bill on it, but it's probably $200,000 to basically do administrative work that I could have had my office do if they've given the amount of time for $5,000. But because of the short time frame, we had to get lawyers working around the clock producing all this stuff. They also hassled other independent shareholders, which is not a good look for New Zealand for them to produce all their communications. They offered me the chance to sign on to some agreement that as long as I sold the 0.65% of the shares, which is pretty meaningless compared to 13% that as long as I didn't buy anymore, they would not put me through the whole rigmarole. But guess what? I said, no, thank you because you are asking me to do something, you have no right to ask me to do. So we decided we would go through the whole process, and we did. And I always stand up for not just my rights, but the rights of people when any body who purports to have authority over them, that's fine if you really do have authority. But if you don't, stay in your lane. That is one of my rules. So anyway, does that answer your question?

Thanks very much, Jim. Are there any more online questions, Kelly?

No further questions.

Thank you. Are there any questions in the room?

[indiscernible], shareholder. Mr. Grenon, I Googled you, and so I feel I know a lot about you and other hassles you've had in Canada. And just a quick question to start off with. Are you free to travel back and forth to Canada from New Zealand?

First of all, if you've Googled me, you probably know very little about me because I'm a bit of a ghost on Google and just ask Roger about that because I deliberately have not much in the press. But yes, I'm totally free to -- I go to Canada 5 or 6 times a year.

Right. Okay. Now with all the reporting about your vision for the Herald in particular, which I've been reading avidly for the last 30 years, both in print and recently online, along with BBC World News, I actually don't think there's that much wrong with it. But one thing that struck me with your statements, and I'd like to know what exactly is your vision for unlocking the value in OneRoof?

I don't think I have any magic that the current Board doesn't have on OneRoof. And all you can do is try to make it more and more profitable and probably at some point -- and I say that with a probably because recognizing that Trade Me is now sort of rather than offering OneRoof as NZME is set up to potentially do, although that's a several year process. Trade Me seems to be maybe going a little bit the other way in their arrangement with stuff. But ultimately, you have to have more revenue than expenses and certain kinds of revenue are valued higher by the market than other -- certain kinds of net profit rather valued higher by the market and revenue, too, for that matter. And OneRoof is one of those types of enterprises. So it may be that, that's suddenly worth 25x earnings where the earnings from the paper itself may be only worth 5x earnings. So you blend these things together and sometimes it's more intelligent to.

Floated off?

Yes, potentially.

Okay. Hypothetically, if it was floated off, would you then expect a capital return to shareholders?

If it was floated off, depending on what size is, I would be inclined to float it off by giving the shareholders the shares myself. So they would be having the capital. That would just be my initial impression. But of course, that's many years -- not many years out, but that is a future decision of the whole Board.

But we already have them. The NZME value of our shares includes the value of OneRoof.

Sometimes when you split things apart, they're worth more. And just because you have it in a bag, that's not the same thing as having a pure -- what they call a pure play.

Were you at the last AGM, last year?

I was not.

Okay. I seem to recall Mr. Boggs telling us that OneRoof profit supported the excellent journalism that we have for the New Zealand Herald. And I wonder if that was withdrawn and you put a new editorial Board in or being paid fees, whether it would go broke.

Well, first of all, OneRoof has not been contributing to the editorial, certainly not last year...

Not the editorial, the profit supported the wages of journalists who are writing all the articles in the Herald.

First of all, I know what you're saying in terms of future, and that is a possibility, but that has not been the past. The past has been that OneRoof has generally been a cost.

Ms. [indiscernible], I might just ask Michael to clarify what he might have said last year because Mr. Grenon wasn't in the room.

There is a bit of a mix there. So in 2024, so the year we're talking about this year, OneRoof was a profitable business. And so it did contribute overall profitability to NZME. And in the prior year, it was loss-making. One of the things that does happen, though, is we are able to take content that is produced for both the Herald and for OneRoof, and we use that to drive audiences to the OneRoof platform, for example, and vice versa, some people from the OneRoof platform to the Herald platform. Mr. Grenon talked about stuff today. I'm sure that's what they're trying to replicate because they're seeing the benefits that we're having.

So last year, OneRoof did contribute the cost of journalism in the Herald.

Indirectly. It's not paying specifically for journalists of its own at the Herald. OneRoof does have some of its own journalists.

Okay. So without OneRoof profit, would journalists and the new editorial Board actually be viable? Ms. [indiscernible], I'm going to make this your last question because there are a lot of other hands going up in the room. Do you want to answer that, Michael?

The Herald business is substantially bigger than OneRoof still. And to Mr. Grenon's point, the operating profitability might be valued differently between those. But yes, it would have still been profitable, the Herald, without OneRoof contribution.

I would just like to make one last comment. I do believe the Board have been under extreme duress to support Mr. Grenon's recommendation, and I will not be voting for you, sorry.

Thank you very much. Okay. Other questions? There's a question down here next to Mr. Mander.

My name is Hayley Ching. I'm a shareholder of NZME and also a subscriber of the New Zealand Herald. Yes, what I see is a long history with New Zealand Herald more than 30 years ago when I immigrated from Hong Kong to here to avoid the 1997 issue. The office at that time is 46 Albert Street. I went there to pay my advertisement fee, et cetera, et cetera. And now today, I wish to clarify lots of points that James mentioned this several months [indiscernible] because I'm also an investor in Canada for more than 20-odd years, and then I have been paying taxes to Canadian -- Canada Revenue Agency for more than 20 years continuously and still have to pay. Yes, every year, that's good to pay taxes instead of avoiding taxes, isn't it? The New Zealand Herald, the end of March, have a very detailed description and it's true because it's, what should I say, a detailed description of how James you met your ex companies and then earned CAD 115 in just several days, yes, using -- from moving from this trust account to that trust account, et cetera, et cetera. And you have to face the Supreme Court, what should I say, this year because the Canadian revenue agency asking you for your avoidance of tax of CAD 150 million. Yes, if you are on the Board to be a Board member, I think this year is not suitable for you. I think it's better for you to settle the case first when you have won the appeal case, then you are most welcome to come back and support the company because at this time, you are very nervous. The Canada Revenue Agency, they are very strict. Yes, I know that because I just pay whatever they told me to pay. And because if you are under stress, then you are not in a good position to manage the company. Another point is you will, what should I say, embarrass the New Zealand government, if you are being sued for tax avoidance. This is another case. And also another point is, what should I say, you also mentioned that the company is at a mass, et cetera, et cetera. You don't know the history. For New Zealand Herald previously belong to -- is a subsidiary of APN because I'm also a shareholder of APN, so I know what the history is. In 2016, they raised funds, the APN is AUD 0.51. For the New Zealand shares, if you support that, you can subscribe at NZD 53. And after that, the New Zealand Herald split out from APN. And then APN later on change its name to HT&E, Here, There and Everywhere, they spent money in changing the name. And then later on, they changed the name again to ARN...

I'm very sorry to interrupt, but we do need to understand the question here. The fact of the matter is there is a resolution supported by the Board to vote for Mr. Grenon. I hear that you are not comfortable with that. That is the resolution. And do you have a question?

I just wish to say the truth so that the shareholders here can make decision. Even if your Board support the decision, that does not mean all the shareholders have to support the decision, isn't it, Barbara?

That's correct.

Yes. So I continue to say that. And then now that APN who was the mother parent of New Zealand Herald, guess how much it worth now, it only worth AUD 0.52 yesterday, and they are 5 shares into 1. That means they only worth AUD 0.105 now. So James, if you wish to invest in this company, it's better for you, isn't it? AUD 0.105 and the revenue is similar to the New Zealand ME. Yes, invest that.

I'm sorry, but I'm having trouble deciphering a question out of that, but I will respond to your one slide on -- and it was very nice of you to defend the Canadian tax authority, but they really aren't perfect. I've actually only had one case ever decided. I've actually never lost a case with the Canadian tax authority. There's a few cases going now. One of them is over. They tried to charge me $204 million. The case lasted 15-plus years, and they were awarded 0 and the case is over. So what would you say I should do? Sorry, if you've got a sister who works there, they do get things wrong sometimes.

Are there any other questions [indiscernible] to Colman? Sorry, I don't think my mic is warm, Mr. Colman. And I know there's another one in behind as well.

I think we should be pretty happy that Jim Grenon and the Spheria people are agitated to get the changes that have occurred. This might have taken an extra couple of years, at least it has been done. So I thank the 2 of them for doing so, right? That's probably the first thing. With respect to the tax matters, Madam, of -- and Jim and the tax matters, the most important skill Jim has got is dealing with the tax department. As of this morning, we're dealing with an integrated media enemy Trade Me with the newspaper group attached to it, the stuff people, and we're dealing in competitive terms with that company that last year paid $2.1 million worth of tax on $239 million worth of EBITDA. Now there's no doubt that this Board should agitate for the New Zealand tax department, go after these thin capitalization companies and make sure it's a level playing field between New Zealand Herald and Trade Me in respect of the future. So Jim's got that sort of expertise and hopefully, he can help the editorial team lay in -- properly lay in. I'd like to make a couple of quick remarks, which is simply prepared on this matter and other matters. I hope the Board works comfortably together with the new blood that's coming on board and with Jim's blood also, and that if there's any dispute between Jim and the Board, I don't want to see good talent leaving this Board that is joining now or is joining any moment after this meeting when Bowen Pan joins. So my team or my group of shareholders are voting against Jim purely to demonstrate we've got enough capital to meet the 5% threshold to call an EGM if there's any trouble. But I hope this doesn't occur, and we've got a smooth running Board in the future and that it works very well together. Looking at the cost base of the company, with Jim's hair stylist at work, no cost on that haircut. And if he finds extra cost in the company, I'll be very happy for shareholders also. That's it for the prepared remarks. Just on the color of people, there's too much right wing stuff here. There's blue shirts here, he is full of [indiscernible]. He's on the editorial Board, blue tie, blue socks, blue suit. I don't see any red ties anywhere for the Labor Party in the room here, but that's it.

By the way, I would like to add one more thing to this woman over here, whose name I do not recall. I do pay lots of tax. That was the tax that I didn't think I was supposed to pay, which I proved to be correct on.

I also noticed Dr. Brash has got a slightly Reddish tie on today. Question down here. Do you have the mic, sir?

[ Chuck Bird ], shareholder. Like you, I came from Canada, but it was about 60 years ago.

Sorry, what was that? You've moved from Canada 60 years ago, did you say?

That's right. So that's quite a while.

It still snows there just in case you want to know.

Okay. Perhaps, we can chat later. But I'm a little concerned about NZME and the Herald particularly. I don't know whether you've heard of Kiwiblog, have you? Kiwiblog.

Yes, I've heard of Kiwiblog, yes.

Yes. Well, I put something on there premium and a lot of people are not -- don't like it. I'm reasonably happy. But except for balance, I don't know how the Board can -- they can't tell the editors exactly what to say, but can they make sure that there's balance. Climate change would be a main issue for me. I think that's very important, and there should be some balance in that.

This is just me, of course, because there's a whole Board and an editorial Board. But ultimately, there's very few businesses that you really can try to look over the shoulders of your staff as they're performing the business. And I don't know that writing is a heck of a lot different than that. But you can have general guidelines, and you can also score after the fact and see how are you doing at meeting these guidelines. And if they aren't meeting the guidelines, you can sort of nudge them in the right directions. And I don't -- maybe I would like to see more clear score keeping that has been going on, although perhaps my eyes will be open when I get on the inside because, of course, you can only see so much looking from the outside.

Thank you. Are there any other questions in the room? Yes.

Michael Shroff, shareholder. So my question is, obviously, there's been a lot of talk in the media about NZME in the last year. What value or values would you bring to the Board if you were elected to this company?

Well, my specialty is being the classic Jack of all trades, although I think a little more thorough than Jack typically. So I have been involved in probably 15 kinds of businesses, and many of them have done fantastically well, and none of them have been a disaster. So I think I probably learned something over the years, value for money, among other things, organizing so that there's not a lot of wasted effort, not just that, a little -- what do they do overseas compared to what do they do in New Zealand. Sometimes if you mix the 2 together, you'll have a nicer fare in the end than if you just started with each of them. So all of those are things I think I can help generate ideas and thought-provoking ideas and perhaps show some other places where things have worked well that people might not have think they can work without seeing real-life situations. Is that sufficient?

Thank you very much. Any other questions? Before we come to you, Ms. [indiscernible], I might just see if there's any other people who haven't asked a question yet. It's all yours.

I'd just like to know how much NZME has forked out in legal costs to get this sorted with Mr. Grenon being appointed to the Board?

Look, we did -- I mean, obviously, the company went through a period of destabilization. And we, as a Board, felt it was in the best interest of the company to appoint advisers. So we appointed legal advisers and an investment bank to help us through this. To me, that was money incredibly well spent and in the best interests of the company. There's going to be further detail provided in that regard in the annual report. I don't have the numbers right now.

So it will be actually benchmarked in the report...

I'm going to look to maybe David, macro...

In broad terms.

In broad terms.

In broad terms, what?

In broad terms, you will see what the cost of this exercise has been. I can't commit to anything, Ms. [indiscernible], but I'm not going to be on the Board at the time.

I understand. That's why I'm asking you before you go.

Well, in broad terms, yes, we will be providing information about this. I don't actually know the number. It's -- I'd say it's quite a substantial number.

Millions?

No.

Hundreds of thousands?

I'm not going to go into any further detail. Down the back.

[ Chris Patel ], shareholder. I have some apprehension, but after what you have told us, I do have the confidence now as a shareholder that Steven Joyce and with you on Board because when you said value for money, money being spent in the right direction, not like how it was spent by the -- in odd way, New Zealand government spends on cycleways and doesn't do anything on the bridges or the [ moat ]. So I really get confidence now. And I hope that there's only one difference I have is you are on a healthy Board. I can tell you that. The company is healthy. NZME has been healthy because I have been the shareholder for the last 10 years. And as a Board, as a shareholder, I can tell you, with all the ups and downs, they have managed pretty well. And I hope that with your coming in, this will give a further boost in terms of shareholders' return. And that's what we expect and especially taking the right decision at the right time, say OneRoof, right time. Don't wait for 2 years and 3 years and 4 years, how the New Zealand government does for concentration and nothing comes out and the change of government comes in place. So I hope that it's a proactive Board. Thank you.

Thank you very much. Any further questions on Resolution 3? Thank you. Okay. In relation to Ordinary Resolution 3, can you please now select for, against or abstain on the voting card. Thank you very much. Okay. Ordinary Resolution 4 is about our auditor's remuneration. The motion concerns the fixing of the auditor's fees 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 2025. I now move as a motion, 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 2025. Kelly, are there any online questions?

No, there are no online questions on this matter.

Excellent. Are there any questions in the room? Excellent. Thank you very much. So if there's no questions, can you please vote either for, against or abstain for Resolution 4 on the voting card. That concludes the formal part of the meeting dealing with the resolutions to be voted on by shareholders. You should now submit your votes. Are there people coming around to pick up the votes now? There are. Thank you very much. Could I please personally talk to a representative? Are there any votes in the room that have yet to be picked up? Thank you, everybody. I'd 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. A reminder that only registered shareholders or proxy holders are permitted to ask questions. Can I once again ask that you identify yourself before asking your question. If we run short of time and are unable to provide an answer to your question online today, we will endeavor to respond to you after the meeting. Mr. Colman, I know you have a question, but I'm just going to jump in and see if there's any online questions.

There are a number of online questions. There's 3 pre-submitted questions.

We'll handle the pre-submitted questions, and I'll come to you.

The first is from Marie Ann Telfer and John Lewis Telfer. What is NZME's workplace bullying policy?

Thanks very much for that. NZME has a zero tolerance policy for workplace bullying and harassment. That behavior is unacceptable. I'd encourage anybody who's experiencing or witnessing bullying to report it through the appropriate channels. Our culture and performance team is always here to provide support, and we take matters such as workplace bullying and harassment seriously. To just add to that, workplace bullying and harassment cases do come before the Board, so we do get to see where there are complaints inside the business. But if someone does have an issue, please go through the appropriate channels as it won't be tolerated if it turns out to be a genuine complaint. Next question. Thanks, Kelly.

The next one is from Tim Hunter and Anna Hunter. NZME has said its potential acquisition of Stuff mastheads in Wellington and Christchurch was aimed at the acceleration of OneRoof's revenue and audience. It has also started a strategic review looking at a potential separation of OneRoof. Can you clarify the synergies involved in OneRoof and news websites and explain how OneRoof and NZME would benefit from separation?

Well, we obviously -- we've announced that we have a strategic review underway for OneRoof in which a number of options are going to be looked at. Separation is just one of those options, and we're going to be sharing an update on that in the -- at the half year results. But the synergy between an entity like OneRoof and the rest of this organization is pretty clear. We each deliver audiences to each other. And as I said in my speech, that this is about monetizing audiences. So the bigger and broader our audiences are, the better it is for us. Was there one more, Kelly?

There's one more pre-submitted. The Board has proposed -- sorry, from Tim Hunter and Anna Hunter as well. The Board has proposed an editorial Board to assist and advise the editorial team. Is it expected that the editorial Board would have any formal powers in relation to editorial decisions or policy?

Look, I'm sorry, I can't -- I mean, I'm not going forward with this organization, so I can't answer that question. Can I suggest that, that be raised at the next opportunity? Thank you. Okay. Questions in the room now. I'm going to go to Mr. Colman first.

Thanks Barbara for...

Are you offering me a whiskey, Roger? It sounds like a finite...

Whatever ladies, drink, cherry or something. But I mean, you look pretty frazzled at the moment. So the haircuts probably gets reinforced. Okay. I'll repeat that again. Thank you very much for the service that you've given to the company, rights into the occasion and doing what you've done, okay? Hopefully, this Board is comfortable going forward. I know one thing that's very important for my group of shareholders, it's about 10% of capital is that once Jim is on the Board, he gets inside information to some extent, 5-year plans. There is a 5-year plan in the company. I know that from Michael Boggs. I wish this just once everybody has the same starting line and that this 5-year plan is released to shareholders straight after this meeting, and I'll repeat again just this once. So on the same playing field with Jim on this because my group might want to buy shares. And when he wants to buy more shares subject to windows, we'd like to be in there with them, okay? And I think that's extremely fair to do that if the information is available for an active shareholder like he is.

Thanks, Roger. Look, I understand your concern about the asymmetry of information when shareholders and particularly very large shareholders are on the Board and are insiders. All directors have to comply with all the legal requirements. NZME does have a securities trading policy. It's available on our website. I'm sure you've seen it. It applies to all directors and also to their entities and trusts. And that policy requires each director to understand their obligations and disclose their share trading. Look, in relation to releasing longer-term forecast, it's highly unusual for any company to be in a position where it can comfortably release a 5-year projection to the market. But that's going to be a matter for the new Board, and I can't commit to it.

[indiscernible] It's extremely unfair in those circumstances that a 5-year business plan is not released to shareholders just as once.

I'll leave that to Mr. Joyce to consider as he steps into the new role. Thanks, Mr. Colman. Any other questions, Mr. Wallace?

Roger Wallace asking as a shareholder. It's a question for Michael really. Although it's been well signaled the stuff and Trade Me announcement of this morning, has the company got a strategy, particularly in Wellington and Christchurch now that they're seeking to [indiscernible] what you've been doing?

Wallace, I noticed today that stuff did talk about their brand or masthead businesses, which is the Wellington and Christchurch print publications. As you all know, we announced some weeks ago that we had been looking at those assets. Those assets are still available. I know in today's transaction, they said that they weren't looking to reengage. I don't have any instructions from a Board yet as to whether there should be anything done, but I'm sure it's something that we'll continue to look at. Having said that, we are growing very well outside of Auckland, and we're continuing to see very strong audiences, very strong revenue growth in the OneRoof business outside of Auckland, and that remains our focus.

Thanks, Michael. Mr. Mander?

Thank you, Barbara. Oliver Mander from New Zealand Shareholders' Association. Look, firstly, I just -- and we have said this publicly previously, but well done to Jim Grenon for keeping an open mind throughout this process. Well done to yourself and existing Board for maintaining independence throughout that process. It seems -- and we all have high hopes this Board will work very well together. In terms of -- we've heard a bit to say around the skills, and there's been a few questions on skills that Jim Grenon brings to the Board that Steven Joyce brings to the Board. Can the existing Board commit to better disclosure of the individual director skills on the Board, how that relates to the skills required to govern the company going forward?

I obviously can't, Oliver. Look, what I'd say is I think that's something for the new Board to consider. I know that there are a variety of ways that Boards display skills matrices in their annual statements. And I know you have consistently asked for different things, but I'm going to leave that to Steven and the new Board to pick up on. Well heard. Thank you. Dr. Brash?

Don Brash, shareholder. I understand the current policy of the paper is to carry advocacy ads inside the paper, but no longer to carry advocacy ads on the front cover. Is that the case? Is it likely to remain the case? It seems odd that we have a company on the front cover of the Herald almost every day, a false front indeed frequently for Harvey Norman, but an advocacy ad is not available apparently on the front page.

I'll take that. Dr. Brash, nice to see you again. The acceptance or otherwise of advocacy advertising is not a matter for the Board. Our role is to ensure that there's an appropriate advertising policy in place, which is transparent to all advertisers. And that was last updated in November 2024. But I will say this, and that is we very much appreciate the support of all our advertisers and without them would not be in the strong position that we're in at the moment. But we are not social media. We are a commercial business, and we're not required to accept any advertisements, which don't meet our standards. Further, it's not our editorial team who make the decisions on whether to run an ad. That decision is made by our commercial team, which is backed up by an advertising review panel comprising a number of NZME executives. So no one person alone makes a decision of how -- whether to run an ad or where to run an ad. And if an ad doesn't reach our standards, we will not run it. But Michael, do you want to add?

I'm very happy to pick up the piece about the front of the paper, for example. And one of the things we've found is on a number of ads, our readers haven't differentiated between it being an advertisement or it actually being some editorial. And that's our sole rationale for taking it off the front page some ads. So when it has the New Zealand Herald masthead and it has an ad, if it's Harvey Norman, people normally know it's Harvey Norman selling fridges. Sometimes with advocacy ads, they think it's the Herald brand saying that. So that is our sole reason for changing that. We had a large number of cancellations at one point when we did run some ads. And then we made the decision not to run the ad, we had a large number of cancellations for not running the ad. So it wasn't a winning day for me.

There's a question down here.

My name is [indiscernible] from JS Alpha. I'm an investor. I hope I can be understood. My voice is trembling because it is ice cold in this room.

I'm feeling it too.

If anything can be done about that. A few questions regarding the $12 million cost savings you have disclosed today. So is that very roughly to be added to the EBITDA? So would you be at the dimension of $70 million as of 2026? It would be my first question. The second question related to that is, within the $12 million, what would be the amount of staff-related costs, please, roughly? And the third one, which costs did you incur one-off costs to realize this $12 million synergies?

Did you pick that up, Michael? Yes. Okay, thank you.

Yes. Thank you. So as you say, I presented that in total, in the first half of this year, we expect to make $12 million of annualized cost savings. So we won't see that full $12 million in this financial year, but we will see it in the second half and flowing through into the next financial year. That includes the $4 million that we had already announced earlier this year associated with some changes from an overall editorial perspective. Yes, there are costs of making those savings. So about 2/3 of those costs would be people related and about 1/3 would be non-people related, including contractors, for example, or other things that we buy from other third parties, that does come with a cost. And so at times, we would find on average that in a period, it can range between 30% and 50% of the cost, the people-related side. The others are normally -- there's no real cost of those.

Yes. Over here.

Barbara, you just mentioned about bullying in the office. What about being bullied -- a shareholder being bullied by the media staff? What should you do?

A shareholder being believed by media staff?

Yes, let me tell you what it is about several years ago, during [ Tigo ] Annual General Meeting, I mentioned about exporting our chicken feed from [ Tigo ] to China in order to earn more revenue. And then Tim Hunter and Jenny [ Roof ], she is ruthless, from NBR, they criticized me very, very much. That make me very, very sad. And also the share price because of their criticize fell from the takeover price from $1.13 to $0.70 and a number of shareholders afterwards, I learned that they lost money because of their comments because they criticized [ Tigo ] for saying they're unhygienic, et cetera, et cetera. Guess what is because Tim Hunter and Jenny [ Roof ], they bought Tigo shares. So they -- Tigo -- no, they bought the Inghams shares. So they don't -- they bought the Australian Inghams shares and they -- so they didn't support the [ Tigo ] shares of the New Zealand company. So I'm being bullied by them. I feel very unhappy because I have never been bullied like that before in my life. Tell me what should I do.

Let me -- first, if any of those people were on our staff when you felt bullied by them, I do apologize. My view on all of this is there is no room for nastiness. There is no room for personal attacks. There is no room for character assassinations or name calling in corporate life, whoever the individual may be or whoever the organization may be. I expect better from leaders and people of influence. So those are my expectations. And again, if any of our team bullied you, I do apologize.

But that's just when they were in NBR. They are not in...

Good to know.

But then your company employed Jenny Roof as senior...

Jenny is no longer on our team.

That's I'm very happy. Thank you, Barbara.

Thank you. Ms. [indiscernible].

Thank you. I would like to see the Herald continue to weed out any mean spirited, racially divisive and medically misinformed advertisements from -- that are submitted. I have seen a couple slip through. I looked at them and I thought -- so please be astute not to fuel any more racial divisiveness in New Zealand. We've got quite enough as it is.

Well said. Thank you very much. Any other questions? Yes, one here, and I'll come back to you.

I'd just like to ask a financial question. Just the dividend to be paid in September. Do you expect that to be at least the same, which is $0.03 per share or with all the good news now that's going?

Pretty sure we're not giving guidance on dividend at the moment, Michael?

That would be correct.

Because that's what interests me.

We get it.

And maybe a lot of other people too.

Steven's heard you.

And just one other little thing about the company debt. Do you expect that over the next 2 or 3 years or whatever to keep gradually lowering?

Yes. Our current view is to be -- and policy is to be between 0.5 and 1x EBITDA. And so that's where we have been. And over the last years, you will have seen it has come down substantially. Now obviously, with the new Board coming together, they'll be wanting to look to see where we invest or maybe where we pay down debt, and that's some more work to be done.

Thank you. Here.

Karl Barkley, a shareholder from up Northern [indiscernible] area. NZME seems to have a large building up there with a reception area that's not -- doesn't have a receptionist. The door is always locked. You can't talk to reporters. Possibly that's why I had trouble talking about Marsden Point. How much is that building costing the company and our shareholders? And is that large building required? I know there's a radio station in it, but surely, the radio station is not taking up the occupation of that huge building. And there doesn't seem to be many reporters that come out of that building.

I'll ask Michael, he might not know the detail. But the reason we lock a lot of our buildings is to stop people coming in and threatening our staff. Michael? I'm not accusing joke.

I'm from the South Island, and I know most of our papers on the West Coast and Otago Daily Times, you can walk into any of those offices and talk to a reporter or talk to somebody at reception. If you've got your doors locked, maybe it's because the public are not happy the way the media is not portraying what's happening in this country, as I say, the refinery, whoever allowed it to close down our politicians in that has put this country at grave risk. It was built in '62 to give this country fuel security. We're further away from that than we ever were. There's only 8 days supply. It's always coming in a ship. If those ships don't turn up, you won't have any media read it, you won't have any advertisers because we'll all be going broke. Open the doors and talk to the public.

Thank you. Michael, do you have any idea of the cost of that building?

I can tell you the good news is that we will be moving out of that building in the next few months, and the cost will be less than half of what we currently pay. So that's certainly a topic right at the moment. Similarly, though, just to back up what Barbara said, recent health and safety advice has been that any of our offices that have small numbers of people or who are isolated away from some larger centers should have their doors locked because of what activity has been around the country in recent times. And so again, it is a live topic for us as to exactly whether offices are open or closed at the moment.

Thank you. Any other questions? Okay. Sorry, more online. Apologies. Thanks, Kelly.

We have one from Hamish Arthur Jamieson. I see the future value of NZME in online ads. Trade Me is valued at $3 billion. Do you think by using NZME to leverage OneRoof more as well as expanding to online sales for cars and jobs, NZME could be a real competitor to Trade Me.

It's going to be super easy for me to say yes to that, but I'll hand to Michael.

That was certainly at the core of our strategy some years ago. So some of you might recall, we had a real estate business called OneRoof, which obviously is -- we think is doing very well at the moment, a driven listings business and a Youdo job business. We actually launched all of those at about the same time. But what we could quickly see is we could get the most growth, the quickest in the property component of that being the OneRoof business. So that's where we put our effort rather than trying to push on the other 2 at the same time. And the key driver of that is the first thing you've got to do is you've got to get listings. So we could get listings on real estate by going to a small number of real estate offices and we could get all the listings and then you send an audience to it. We could use the Herald in our radio stations to send audience to it. And then we can have a great sales team like we have right around the country who can bring revenue to it. It gets a little bit harder with cars. You've got to go to a lot more car dealerships. There's 4 or 5 big real estate agency in the country. So car dealers take a bit longer and even harder for jobs because you've got to go to every business in the country effectively to get them to list on your site. So our focus being initially, let's go and win in the real estate space. We obviously have announced that we're looking right at the moment at the potential around cars with Gumtree out of Australia. The first thing we're doing with Gumtree out of Australia is taking their content. They're very good at writing reviews about cars. So we're using that in the driven Herald component. And we'll see whether there's an opportunity to do a listings business there or not. So no decision has been made on that yet. And we're just watching with interest. There's quite a bit happening in the job space with other competitors, and that's just a little bit harder.

Thank you. Kelly, more?

There's one from James Cohen. Radio New Zealand has claimed that the front page of the New Zealand Herald may be personalized for individual subscribers. What work, if any, has been done on the effects this may have on polarization in New Zealand?

We actually do a lot of work actually monitoring what actually people are reading on the Herald. So for example, right at the moment, there would be 14 stories on the Herald homepage if you were to go to it. Four of those are currently -- 4 to 5 are currently being controlled by our editorial team. The other 8 to 9 are absolutely controlled by our editorial team, but they are being personalized to you based on the type of content you like or maybe something you haven't seen. And something if you've read it, will be replaced by something new rather than it just being very static for the whole day. And so what we every day are focused on is, are you getting to see a good breadth of content. If you're a subscriber, you are likely to see more premium content stories. And we find if we do that, we can keep you longer as a subscriber on the site, which means hopefully, you'll stay a subscriber because you're reading more. And so that's a recent personalization that's going. So every day, we are trying new things around getting you engaged on the site and making sure you're coming back.

Thank you. Kelly?

There are just 2 more online. This one is from Stephen Mayne around the potential joint venture entry with Gumtree. Gumtree only has a market capitalization of $31 million. Is the Board confident it has the financial strength to build such a joint venture? And how much are we expecting to invest in the venture before it becomes cash positive? Do the incoming directors support this move?

Look, all I'd say is, Stephen, this arrangement with Gumtree, which was very kindly brought to us by Roger Colman has been a long time in the making, and there has been a lot of due diligence on both sides. And so we understand the value and we understand the potential. But we're still in the exploratory stages of a lot of this. Do you want to add, Michael? No. Thank you.

And the next one is from Hamish Jamieson. Could NZME publishing material that is potentially offensive to some people potentially result in lost advertising and not be in the best interest of NZME's shareholders?

I think as Michael pointed out earlier, when we did run a Hobson's Pledge ad, we lost a number of subscribers. And then when it got known that we didn't run a Hobson's Pledge ad subsequently, we also lost a number of subscribers. And so these things can sort of sit on both sides of the ledger. But we are very mindful of the revenue implications of all of this. That's it. Thank you. Any more, Kelly? Did that answer the question, sorry? Did I miss anything?

No, I think that answered it. No further questions.

Thank you. Any more in the room? Okay. I think, [ Jean ], have we discharged our duties at the ASM today? Thank you. Well, thank you, everybody, for your attendance. I apologize for the temperature in the room. My hands have gone blue. It's very cold up here. Really appreciate it. This is my last time standing in front of you. You've all been great. I appreciate the interest in the company, your active questionings. We haven't always agreed, but we've always been able to listen to each other. And I think that's the strength of the organization that is NZME and the characterization of you as our shareholders. So thank you for all your support. I declare the meeting closed. I think we should be able to see the voting results soon. I'm looking at you, Richelle. Yes. Thank you very much. Please join us for some afternoon tea.