NZM: Becoming a substantial holder from WBC

Form 604 Form 603 Corporations Act 2001 Section 671B Notice of initial substantial holder

To Company Name/Scheme NZME LIMITED (NZM)

ACN/ARSN ARBN 612 823 864

1. Details of substantial holder(1)

   Name WESTPAC BANKING CORPORATION (WBC) and its associated entities listed

   in Annexure 'B '

   ACN/ARSN (if applicable) ACN 007 457 141

   The holder became a substantial holder on 01/07/2016

2. Details of voting power

   The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

   Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
   Ordinary Shares	11,516,023	11,516,023
   Total	11,516,023	11,516,023	5.88%

3. Details of relevant interests

   The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

   Holder of relevant interest	Nature of relevant interest (7)	Number of securities	Class of securities
   Advance Asset Management Limited	Advance Asset Management Ltd is the responsible entity of various managed investment schemes and also acts as a fund manager.	952,465	Ordinary
   Asgard Capital Management Limited	Asgard Capital Management Limited ABN 92 009 279 592 AFSL 240695 is a custodian and operator of Investor-Directed Portfolio Service (IDPS). Asgard Capital Management Limited is the custodian and operator of Asgard eWrap Investment,	72	Ordinary

   Asgard Funds Account, LifeForce eWrap Investment and Personal Choice Private eWrap Investment Account.
   BT Funds Management Limited	BT Funds Management Limited is the manager of various superannuation funds, institutional investor portfolios and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares.	25,114	Ordinary
   BT Funds Management No.2 Limited	BT Funds Management No 2 Limited is or may be the Manager of various Superannuation funds, Institutional investor portfolios and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares.	1,023,797	Ordinary
   BT Investment Management (Fund Services) Limited	BT Investment Management (Fund Services) Limited is the responsible entity of various managed investment schemes and, in that capacity, can exercise the power to vote or dispose of the shares.	5,829,188	Ordinary
   BT Investment Management (Institutional) Limited	BT Investment Management (Institutional) Limited (previously known as BT Investment Management (RE) Limited) is the fund manager of various superannuation funds, institutional investor portfolios and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares.	3,185,387	Ordinary
   BT Funds Management (NZ) Limited	BT Funds Management (NZ) Limited is the manager of various superannuation funds, institutional investor portfolios and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares.	500,000	Ordinary

4. Details of present registered holders

   The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

   Holder of relevant interest	Registered holder of securities	Persons entitled to be registered as holder (8)	Class and number of securities
   Asgard Capital Management Limited	Asgard Capital Management Limited	See Annexure 'A'	72 Ordinary
   BT Funds Management Limited	Asgard Capital Management Limited HSBC Custody Nominees (Australia) Limited.	See Annexure 'A'	25,114 Ordinary
   Advance Asset Management Limited	HSBC Custody Nominees (Australia) Limited.	See Annexure 'A'	952,465 Ordinary
   BT Funds Management No.2 Limited	HSBC Custody Nominees (Australia) Limited.	See Annexure 'A'	1,023,797 Ordinary
   BT Investment Management (Institutional) Limited	Australia and New Zealand Banking Group Limited National Australian Custodian Services National Australia Bank Limited	See Annexure 'A'	3,185,387 Ordinary
   BT Investment Management (Fund Services) Limited	HSBC Custody Nominees (Australia) Limited.	See Annexure 'A'	5,829,188 Ordinary
   BT Funds Management (NZ) Limited	BTNZ Unit Trusts Nominees Limited	See Annexure 'A'	500,000 Ordinary

5. Consideration

   The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

   Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
   		Cash	Non-cash
   WBC & associates	See Annexure 'A'	See Annexure 'A'	See Annexure 'A'

6. Associates

   The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

   Name and ACN/ARSN (if applicable)	Nature of association

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Westpac Banking Corporation (WBC)	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
Asgard Capital Management Limited	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
BT Funds Management Limited	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
Advance Asset Management Limited	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
BT Funds Management No.2 Limited	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
BT Investment Management (Institutional) Limited	Level 14, Chifley Tower, 2 Chifley Square, Sydney NSW 2000
BT Investment Management (Fund Services) Limited	Level 14, Chifley Tower, 2 Chifley Square, Sydney NSW 2000
BT Funds Management (NZ) Limited	Westpac On Takutai Square 16 Takutai Square Auckland 1010 New Zealand
NZME LIMITED (NZM)	The Company Secretary, NZME LIMITED (NZM) 2 Graham Street Auckland NEW ZEALAND 1010 Tel: +64 9 379 5050

Signature

Print name Tim Hartin Capacity Company Secretary

Sign here Date 06/07/2016