NZX Limited/Announcement
NZX Limited logo

NZX Full Year 2017 Results & Annual Report Published

Full Year Results18 February 2018NZXFinancials

NZX Limited
Level 1, NZX Centre

11 Cable Street

PO Box 2959

Wellington 6140

New Zealand

Tel +64 4 472 7599


www.nzx.com


www.nzx.com 1 of 3

19 February 2018


NZX delivers strong 2017 full year result


NZX today announced its financial results for the year ended 31 December 2017.

1



 Net profit after tax increased to $14.8 million, up 61.6%;

 Operating earnings up 31.3% to $29.0 million on a like-for-like basis;

2


 Revenue up 1.1% on a like-for-like basis to $75.3 million;

 Operating expenses decreased 11.6% on a like-for-like basis as cost control initiatives

continued; and

 Full year 2018 operating earnings expected to be within a range of $28.0 million to $31.0

million. This guidance assumes no material adverse events, significant one-off expenses

or major accounting adjustments.


NZX Chief Executive Mark Peterson commented: “I am pleased to report a strong financial

result for the exchange in 2017. It was underpinned by disciplined cost management, efficiency

improvements, and a strong focus on our customers.”


“Business highlights include the performance of our Smartshares Exchange Traded Funds

business, which delivered double-digit growth and record retail application numbers, our dairy

derivatives market, which presents an opportunity for sustained long term profitability for the

exchange, and subscription and license growth in our data and insights business.”


“2017 marked a fundamental reset of NZX as we refreshed our strategy to refocus on the core

markets business. Public markets play a vital and active role in the New Zealand economy and

it is important that we drive initiatives to support this. New Zealand’s capital market must have

more investable product, greater participation, deeper liquidity, and a global presence.”

Business highlights


Core Markets

Revenues in NZX’s core markets business – which includes issuer, participant and data

services; derivatives; and markets operated for Fonterra and the Electricity Authority – were

down 2.3% to $52.3 million, reflecting 2017’s subdued capital raising environment.


Highlights in this business included the performance of NZX’s dairy derivatives market, which

finished the year with record annual trading volumes of 57.2% achieved across its full suite of

dairy contracts, and directly translated into derivatives revenue growth of 60.5% or $1.13

million. The rapid progress of this market in recent years confirms the exchange’s strategic

decision to accelerate it to benchmark status. 2018 will see NZX bolster sales and marketing

efforts and expand global access, and the market’s product set to keep delivering anticipated

growth.



1

Comparisons are to the 2016 financial year

2

Like-for-like excludes impact of 2016 Agri business disposals


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Annual listing fees revenue increased 11.4% on last year largely due to growth in the debt

market, where $3.2 billion of new debt was listed through 20 separate issues. New Debt Market

listings in 2017 included Summerset Group Holdings, Heartland Bank, Property For Industry

and Christchurch City Holdings.


Oceania Healthcare and TIL Logistics Group joined the Main Board in May and November

respectively. NZX welcomed QEX Logistics as its first new listed customer of 2018 last week.


Data and insights revenues increased 3.5% to $11.4 million, driven by a 24.7% increase in

subscriptions and licencing fees, and a 3.1% increase in dairy data subscriptions.


Funds Management & Wealth Technologies

Revenues in NZX’s Funds Management and Wealth Technologies businesses – which

comprises SuperLife superannuation and KiwiSaver, Smartshares Exchange Traded Funds

(ETFs), and NZX Wealth Technologies (NZXWT) – grew 13.5% to $14.8 million. EBITDA

increased 964% to $2.7 million driven by significant growth in Funds Under Management and

the absence of compliance costs associated with the Financial Markets Conduct Act transition.

SuperLife & Smartshares

Funds Under Management (FUM) in the SuperLife business grew 20.4% and membership

numbers increased 4.8%. Total external Smartshares Exchange Traded Funds (ETFs) FUM

increased 43.9% on 2016. Growth continued to climb with record Smartshares ETF application

numbers achieved up 84% – of these applications 49% were first time investors.

NZX Wealth Technologies

Wealth Technologies, a platform which enables advisers and brokers to manage client

investments, is the newest addition to NZX and it continued to progress against several

development initiatives in 2017. Core platform development is expected to complete in Q2 2018

and a large customer is expected to go live in Q3 2018.


Farmers Weekly

NZX has entered into a non-binding indicative term sheet for the sale of its rural newspaper,

Farmers Weekly, as the exchange strategically focuses on growth initiatives that will support its

core markets business. NZX will provide a further update to the market if the transaction is

finalised.


Costs

The strong end to the 2017 financial year was aided by the absence of one-off costs associated

with previous financial years and significant permanent cost savings, which saw like-for-like

operating expenses decline 11.6%. Disciplined cost management by the leadership team also

contributed to this as the exchange’s strategy enabled improved delivery and reallocation of

resources to high value areas.


Dividend

The board has declared a final ordinary dividend of 3.1 cents per share, which is fully imputed

and brings the total ordinary dividend declared for this financial year to 6.1 cents per share. This

is the first increase since 2013, reflecting the board’s confidence that the refreshed strategy will

deliver improved profitability and earnings over the coming years.


The board is pleased to announce it will offer a dividend reinvestment plan (DRP) which will be

in place for the 2018 interim dividend in response to shareholder feedback. The board


www.nzx.com 3 of 3


recognises the important role DRP's play in rewarding investors for their loyal support, and it is

a convenient way of reinvesting dividends back into the company's shares. In addition to this,

the board introduced a new dividend policy, which will come into effect for the 2018 financial

year onwards, further information is available in NZX’s annual report.


Guidance

2018 will set the platform for NZX's future growth. The divestment of non-core assets, including

Farmers Weekly, and changes to the clearing and trading pricing structure in the second half of

this year will rebase the 2018 operating result. For the 2018 financial year the board expects

operational earnings to be in the range of $28.0 million to $31.0 million. This is subject to market

outcomes, particularly with respect to initial public offerings, secondary capital raising, equity

trading and derivatives trading volumes. This guidance assumes no material adverse events,

significant one-off expenses or major accounting adjustments. It also assumes no further

acquisitions or divestment.


For further information, please contact:

Media

Hannah Lynch

Head of Communications

T: 09 308 3710

M: 021 252 8990

E: hannah.lynch@nzx.com


Investors

Graham Law

Chief Financial Officer

T: 04 498 2271

M: 029 494 2223

E: graham.law@nzx.com

---

NZX Limited
Appendix 1

Results for announcement to the market


Reporting Period 12 months to 31 December 2017

Previous Reporting

Period

12 months to 31 December 2016


Amount (000s) Percentage change

Revenue from ordinary

activities

$NZ 75,325 (2.9)%

Profit (loss) from

ordinary activities after

tax attributable to

security holder.

$NZ 14,837 61.6%

Net profit (loss)

attributable to security

holders.

$NZ 14,837 61.6%


Interim Dividends for

2017 year

Amount per security Imputed amount per

security

Interim first half 2017

dividend paid on 15

September 2017

$NZ 0.0300 $NZ 0.011667

Final Dividend for 2017

year

Amount per security Imputed amount per

security

Final second half 2017

dividend to be paid on

23 March 2018

$NZ 0.0310 $NZ 0.012056

Total 2017 dividend $NZ 0.0610 $NZ 0.023723


Record date Payment date

Interim first half 2017

dividend

1 September 2017 15 September 2017

Final second half 2017

dividend

9 March 2018 23 March 2018


Comments: For additional information please see financial

release attached.

---

APPENDIX 7 – NZSX Listing Rules
Number of pages including this one

(Please provide any other relevant

NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10. details on additional pages)

For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.

Full name

of Issuer

Name of officer authorised to

Authority for event,

make this notice

e.g. Directors' resolution

Contact phone

Contact fax

numbernumber

Date

Nature of event

BonusIf ticked,

Rights Issue

Tick as appropriate

Issue

state whether:Taxable

/ Non TaxableConversionInterestRenouncable

Rights IssueCapitalCallDividend

If ticked, stateFull

non-renouncable

change

X

whether:

InterimYear

X

SpecialDRP Applies

EXISTING securities affected by this

If more than one security is affected by the event, use a separate form.

Description of theISIN

class of securities

If unknown, contact NZX

Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.

Description of theISIN

class of securities

If unknown, contact NZX

Number of Securities toMinimum

Ratio, e.g

be issued following eventEntitlement

1 for 2 for

Conversion, Maturity, Call

Treatment of Fractions

Payable or Exercise Date

Tick if

provide an

pari passu

ORexplanation

Strike price per security for any issue in lieu or date

of the

Strike Price available.

ranking

Monies Associated with Event

Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.

Source of

Amount per securityPayment

(does not include any excluded income)

Excluded income per security

(only applicable to listed PIEs)

SupplementaryAmount per security

Currencydividendin dollars and cents

details -

NZSX Listing Rule 7.12.7

Total monies

TaxationAmount per Security in Dollars and cents to six decimal places

In the case of a taxable bonusResident

Imputation Credits

issue state strike priceWithholding Tax(Give details)

Foreign

FDP Credits

Withholding Tax(Give details)

Timing

(Refer Appendix 8 in the NZSX Listing Rules)

Record Date 5pmApplication Date

For calculation of entitlements -Also, Call Payable, Dividend /

Interest Payable, Exercise Date,

Conversion Date. In the case

of applications this must be the

last business day of the week.

Notice DateAllotment Date

Entitlement letters, call notices,For the issue of new securities.

conversion notices mailedMust be within 5 business days

of application closing date.

OFFICE USE ONLY

Ex Date:

Commence Quoting Rights:Security Code:

Cease Quoting Rights 5pm:

Commence Quoting New Securities:Security Code:

Cease Quoting Old Security 5pm:

9 March, 201723 March, 2017

$0.005471

$8,322,768

Date Payable

23 March, 2017

N/A$0.002153$0.012056

$

Enter N/A if not

applicable

In dollars and cents

Ordinary SharesNZNZXE0001S7

04 498 227104 496 28931622018

$0.0310

EMAIL: announce@nzx.com

Notice of event affecting securities

NZX Limited

Graham Law - CFODirectors' Resolution

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Annual Report 2017
NEW ZEALAND’S

EXCHANGE

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04

Word from the Chair

08

CEO Report

13

Management

Commentary

23

Corporate Governance

24

Board of Directors

38

Directors'

Responsibility

Statement

39

Financial Statements

44

Notes to the Financial

Statements

74

Auditor's Report

77

Statutory Information

85

Directory

500
customer meetings

in 2017

More

than

$14.8

61.6%

NPAT

million

25.8%57.2%

Funds Under

Management

Dairy lots

traded

70

More

than

listing rule

review responses

$46.3

11.6%

Operating costs

million

**

84%

Smartshares

retail applications

220

More

than

active derivatives

traders

$29.0

31.3%

Operating earnings

million

**

* Excluding impact of 2016 Agri disposals

** Operating earnings are before net finance expense, income tax, depreciation, amortisation and impairment,

adjustment to provision for earnout, gain and loss on disposal of business and property, plant and equipment

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Highlights 2017

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Word from the

Chair

It has been a busy year for our company driven by a

vital reset of the exchange, as the board established

the right leadership and a renewed strategy to deliver

sustainable growth for our shareholders over the

coming years.

Against the backdrop of Mark Peterson’s appointment

as Chief Executive in April, and the subsequent

development of our strategy, we delivered a strong

financial result with operating earnings of $29.0 million

in 2017, which was at the higher end of our guidance

range. On a like-for-like basis this was 31.3% above

the prior year.

On a like-for-like

1

for basis revenues increased 1.1%

to reach $75.3 million and Net Profit After Tax was

$14.8 million, up 61.6% on 2016.

The 2017 financial year was aided by the absence of

the one-off costs associated with previous financial

years and significant permanent cost savings, which

1Like-for-like excludes impact of 2016 Agri business disposals

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saw operating expenses decline by 11.6% on a like-

for-like basis. Further financial information is included

in the management commentary of this report.

Strategic review

The highlight of 2017, and the board’s number one

focus, was to reset the strategic direction of our

company to provide management with a clear

direction for the next five years.

The board was fully engaged in the redevelopment

of the strategy, and played a central role in the

complete review of NZX’s business, analysing global

market trends and the performance and activities of

our peers. The strategy which resulted from this

process delivers a compelling vision for NZX, with

initiatives that will drive growth, and deliver improved

performance for you, our shareholders.

Continuing to improve our Total Shareholder Return

(TSR) performance remains front of mind for the board

as we work alongside the management team to

execute on our strategy to the benefit of our

shareholders, and our customers in the New Zealand

market.

Total Shareholder Returns

Index=1000 at inception

2003

2005

2007

2009

2011

2013

2015

2017

0

2,000

4,000

6,000

8,000

10,000

*TSR based on 2003 start point of 1000

The board commissioned a review of the company’s

capital structure and dividend policy as part of the

strategic review. A number of recommendations

flowed from the review and the board has carefully

considered these.

Dividend

The board has declared a final ordinary dividend of

3.1 cents per share, which is fully imputed and brings

the total ordinary dividend declared for this financial

year to 6.1 cents per share.

The board has determined that it is appropriate to

introduce a new dividend policy which will come into

effect for the 2018 financial year onwards. The new

policy is to pay between 80% to 110% of adjusted

Net Profit After Tax, subject to maintaining a prudent

level of capital to meet regulatory requirements. The

board considers that a policy based on Net Profit

After Tax is comparable with peers, and provides

sufficient headroom to manage the ongoing capital

structure requirements of the exchange, and pursue

future relevant opportunities should they arise.

The board is pleased to announce it will offer a

dividend reinvestment plan (DRP) which will be in

place for the 2018 interim dividend in response to

shareholder feedback. The board recognises the

important role DRP's play in rewarding investors for

their loyal support, and it is a convenient way of

reinvesting dividends back into the company's shares.

Further details, including the full offer document will

follow in due course.

Capital management

The board has completed a review of the company's

capital structure. We have been consulting on a

2017 operating earnings of $29.0 million

Millions

200320042005200620072008200920102011201220132014201520162017

$0

$5

$10

$15

$20

$25

$30

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mutualised default fund which will advance our

Clearing House's risk model to meet global

standards. This is important to ensure we have the

appropriate Clearing House risk structure to meet the

anticipated growth of our dairy derivatives market.

The board will explore the use of a capital note to

ensure NZX has a more robust balance sheet to

protect the business in the unlikely case of a major

market event.

Divestment of non-core businesses

As part of the strategic review, the board and

leadership are focused on developing opportunities

which are aligned to, and support growth in, our core

market's business. As such, rural newspaper Farmers

Weekly, and the grain data business based in

Australia were deemed non-core.

The strategic focus on our core has resulted in NZX

entering into a non-binding indicative term sheet for

the sale of Farmers Weekly. We will provide the

market with a further update shortly but I would like

to take this opportunity to thank all the staff for their

commitment and enthusiasm to this business.

New Zealand’s exchange

A key outcome of the strategy was to ensure that our

customers and their needs remained core to the

operation and effectiveness of the New Zealand

exchange.

Given this focus we remain disappointed in Xero’s

decision to leave the S&P/NZX 50. The team at NZX

is focused on ensuring our customers have the

support of a world class exchange that enables them

to deliver outstanding investable products and

services globally, while creating wealth for New

Zealand, and value for shareholders.

I would like to take this opportunity to acknowledge

the companies, brokers, policy makers, industry

bodies and investors, who have committed to working

alongside NZX to improve the operation and

effectiveness of the local market. Our refreshed

strategy is a major step change for NZX as we shift

our focus away from a regional stock exchange model

to create strong linkages and partnerships with global

exchanges who are committed to promoting

confidence and co-operation in their respective markets.

We are already executing on this vision and were

pleased to sign a Memorandum of Understanding

with Hong Kong Exchanges and Clearing Limited

(HKEX) in January. The terms of the memorandum

will seek to further promote confidence and

cooperation in Asia-Pacific markets through a range

of market development, green finance and

sustainability intitiatives.

I look forward to updating you on our progress as we

increase the international presence of the exchange,

and as a result the reach and connection of the

market. This offers an opportunity for our listed

issuers to expand into new markets, our participants

will benefit from better connected markets and

capital flows, and investors will enjoy a broader

product offering.

Your board

At last year’s annual shareholders’ meeting, long-

serving director Neil Paviour-Smith retired by rotation.

Neil was an inaugural director when the company

listed in 2003 and during this time made an

outstanding contribution to the market which

extended far beyond his role at NZX. Throughout his

tenure New Zealand’s capital market experienced

significant growth and I personally thank him for his

service and contribution to our company.

Alison Gerry also stood down in April after serving

NZX through an exciting, but challenging time, in our

history.

We welcomed Richard Bodman, Frank Aldridge and

Nigel Babbage to the board in 2017, with these

appointments bringing fresh experience and skills in

key areas of clearing, risk management, equity

markets, funds management and derivatives to NZX.

As I mentioned at our annual meeting in June 2017,

the board has employed a disciplined approach to

ensuring it has the right skills to operate effectively for

shareholders. We remain committed to regularly

assessing the skills and experience needed to run

your business, and are pleased our comprehensive

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skills matrix could be used to identify and appoint

Richard, Frank and Nigel.

Board composition goes to the heart of a board’s

effectiveness and we were pleased to announce last

week that Lindsay Wright will join NZX as a director.

Lindsay is an exceptional talent and brings to the

board more than 30 years’ financial service and funds

management experience both locally and globally. I

am delighted that NZX and the New Zealand market

will benefit from her strong skill set.

I would like to acknowledge the dedication of each

of my fellow directors over the past year. I believe NZX

has a strong and capable board with an extensive and

complimentary set of skills and experience to support

the management team in the execution of our strategy.

As a board we are also committed to growing the

next generation of New Zealand directors and were

pleased to announce our participation in the Future

Directors Programme in May, welcoming our

inaugural participant, Anna Molloy, a former fund

manager and sell-side equity analyst. The programme

has the active support of the New Zealand

Shareholders’ Association, and NZX is pleased to

participate alongside other leading listed companies.

Anna will continue to attend our board meetings as

an observer for an 18 month term.

People and culture

Culture change is key to delivering our strategy and

the improved result of our annual employee

engagement survey in September reflects the

progress being made under Mark’s leadership. This

bodes well for the future as we continue to build an

engaged, delivery focused team.

Having your employees as owners of the business, no

matter how small that ownership may be, is very

rewarding. Share ownership encourages staff to think

like a shareholder and supports engagement. As such

the board will grant each staff member $1,000 worth

of shares, reflecting the significant work undertaken

in respect of the strategy and culture we are creating.

Going forward all new staff members will also receive

$1,000 of shares upon starting at NZX.

We look forward to working alongside Mark and the

leadership team to grow NZX in 2018 and are

confident that as a business, we have prepared and

invested sensibly to position ourselves well for the future.

Guidance

2018 will set the platform for NZX's future growth. The

divestment of non-core assets, including Farmers

Weekly, and changes to the clearing and trading

pricing structure in the second half of this year will

rebase the 2018 operating result. For the 2018

financial year the board expect operational earnings

to be in the range of $28.0 million to $31.0 million.

This is subject to market outcomes, particularly with

respect to initial public offerings, secondary capital

raising, equity trading and derivatives trading

volumes. This guidance assumes no material adverse

events, significant one-off expenses or major

accounting adjustments. It also assumes no further

acquisitions or divestment.

To all the staff at NZX who are serving our customers

– on behalf of the board I thank you for your

commitment to our strategy. At times we operate in

a demanding environment, but I am encouraged by

the passion and enthusiasm you show daily.

Thank you to all our customers and stakeholders

across the capital markets network we appreciate your

support.

I want to close by thanking our shareholders for

trusting and supporting the exchange with their

investment. I believe NZX is well positioned for

continued growth and the refreshed strategy has given

us positive momentum and a clear course to pursue

in the years ahead.

I look forward to updating you on the implementation

and delivery of our strategy at our annual meeting in

Christchurch on 13 April 2017.

Best,

James Miller, Chairman

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NZX leadership team (from left to right): Joost van Amelsfort, Hamish Macdonald, Katherine Birch, Lisa Brock, Mark Peterson, Graham

Law, Jeremy Anderson, Joanna Lawn, Benjamin Phillips, David Godfrey, Hugh Stevens

CEO Report

Standing behind our business in 2017 were more than

13,800 customers, almost 3,700 shareholders, and

237 dedicated employees.

2017 marked a fundamental reset of New Zealand’s

exchange as we refreshed our strategy to renew our

focus on the core markets division and the customer

– many of which are leaders in their own industries and

sit at the heart of our business.

The public capital market plays a vital and active role

in New Zealand’s economy – and a healthy market is

one with wide participation, a growing range of

investable products, and data and insights which

support investment decisions. It was therefore logical

that NZX decided to pursue a strategy that would

refocus back on its core business – the operation of

New Zealand’s equity, debt and derivatives markets.

I am passionate about New Zealand’s capital markets

and am keen to make a difference as NZX’s CEO by

ensuring we play our part in creating a strong

exchange, with a global reach, that delivers for its

customers, stakeholders and shareholders.

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We are committed to delivering for you and for New

Zealand. I hope you find our progress in this report

encouraging.

Delivering on the plan

I am pleased to report a strong financial result for NZX

in 2017. We achieved this result through solid growth

in both our Funds Management and Dairy Derivatives

businesses, and an improved Agri result. This was

against the backdrop of our Core Markets business,

which had lower new issuance revenues, but improved

data growth. The result was also underpinned by an

unrelenting focus on cost management and efficiency

gains.

The development of our strategy was a critical piece

of work in 2017, as was the delivery of several

necessary projects to ensure our business has an

efficient platform to grow from in the years ahead.

To further support our increased delivery efforts and

customer focus, we made positive changes to the

organisation’s structure, and realigned our

remuneration, reward and recognition programme.

We welcomed Joanna Lawn as Head of Issuer

Relationships and Graham Law as Chief Financial

Officer in September and November respectively,

while Hugh Stevens joined earlier this month to lead

the funds management business. All bring strong

capital markets experience, and new energy and drive

to our leadership team.

Our listed issuers are a central pillar of our business

and one of my first priorities as CEO was to create a

dedicated issuer relationship team with two areas of

focus: to provide exceptional service to our equity,

debt and funds issuers, and; to grow the investable

products we have in the New Zealand market.

Our customer engagement levels have already lifted

considerably, with the team engaging with more than

100 customers since Joanna joined in September

2017. While we recognise last year was a quiet year

for new equity issuance, we were pleased to welcome

Oceania Healthcare and TIL Logistics Group to the

Main Board, and Summerset Group Holdings,

Heartland Bank, Property for Industry and Christchurch

City Holdings to the debt market, where $3.2 billion

of new debt was listed through 20 separate issues.

A dedicated secondary market team was also created

to ensure our participants receive a higher level of

engagement, and to ensure that we effectively deliver

initiatives that will lift the liquidity and participation in

the equity, debt and derivatives markets. While

developing our strategy it became clear we needed

to boost our efforts in the secondary market to align

with global standards. Following a successful trial in

2017, NZX will move to a revised pricing structure in

the second half of 2018, which we believe will assist

in attracting new liquidity and participation.

NZX’s dairy derivatives market finished the year with

record trading volumes achieved across its full suite

of futures and options contracts. Volumes traded were

up 57.2% and the number of active traders accessing

our market increased 60% on the prior year. We see

a significant opportunity for sustained and profitable

long term growth in this market. The product set was

extended in December to meet customer demand

with the launch of Skim Milk Powder Options.

Dairy derivatives volume since launch

Volume (lots- thousands)

2010

2011

2012

2013

2014

2015

2016

2017

0

50

100

150

200

250

300

350

The Smartshares and SuperLife businesses are core

to our strategy of growing equity market participation

and providing low cost investment options in the local

share market. Our Smartshares Exchange Traded

Funds (ETF) business had a strong year delivering

43.9% growth in Funds Under Management and

record retail application numbers which were 84%

higher than the prior year. Of particular note, 49% of

these applications were received from first time investors.

We farewelled SuperLife’s previous owner Michael

Chamberlain in December, and acknowledge the very

important contribution he has made to this business.

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Wealth Technologies is the newest addition to NZX.

The team is building a wealth management platform

that will enable advisers and brokers to manage their

clients’ investments. Despite the dedication of the

team, progress on-boarding our first large customer

to the platform has been delayed, however core

platform development is expected to be completed

in Q2 and to go live with that customer in Q3.

Smartshares ETFs total unitholders

2014201520162017

0

20,000

40,000

60,000

80,000

100,000

Maintaining our reputation as a provider of trusted and

reliable market infrastructure will continue as a key

priority and there was significant effort within the

business during 2017 to deliver several key technology

projects. We completed a major life-cycle upgrade to

the clearing and settlement system, moved our New

Zealand based capital market participants to a

modern and robust telecommunications

infrastructure, implemented changes to the way

administrative trading halts are applied, and upgraded

our website NZX.com. These initiatives are already

contributing to the improved efficiency and resilience

of our business and the wider market.

The listing rules under which our core customers –

issuers – operate, form the foundations of the public

market. These rules and the structure of the market

are a key element which NZX can use to grow our

product base and increase participation, and these

are currently under review, having not been

holistically updated since 2003.

Industry feedback is critical to ensuring the changes

to our rules meet the needs of the market, and we

were extremely pleased with the high level of

engagement during phase one of the listing rule

review which closed in November, with approximately

70 quality submissions and survey responses received.

NZIER Report – the economic

contribution of NZX


As part of the background to developing our

strategy, NZX commissioned specialist consulting

firm, NZIER to undertake an independent

assessment of the public market and its direct

and indirect value to the New Zealand economy.

The report confirmed the vital contribution the

public market makes to the local economy, and

the active role the exchange plays in supporting

market health and participation.

It highlighted that the economic and

employment footprint of the public market was

significant, with the combined revenue of

S&P/NZX 50 companies totalling more than

$61 billion. Collectively these companies

generated $24.6 billion of Gross Domestic

Product – some 10% of the entire New Zealand

economy – and paid $2.5 billion in tax annually

which was available to fund Government initiatives.

NZIER’s analysis reinforced the importance of a

public market to the health and wealth of a

nation. This was further validated through a wide

range of market feedback, which stated that a

local exchange plays a critical role in making an

economy function efficiently and effectively,

while providing an opportunity for thousands of

New Zealanders to invest.

The report served to further reinforce NZX’s

strategic decision to refocus on its core markets

business and grow its funds management

business to deliver initiatives to widen

participation, grow investable product, deepen

liquidity and expand the market’s global presence.

In addition, the publication of the NZX Corporate

Governance Code in May was a significant step

forward for the reporting requirements of New

Zealand listed companies, along with the delivery of

the revised Participant Rules in December.

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Our policy team has also taken steps to promote the

growth of a local green bond market releasing a

guidance note in December, and has engaged with

the market as part of the listing rules review, to

improve the accessibility of this investment option to

encourage the development and access of this

emerging product within the market.

Delivering on our strategy — 2018 and beyond

Refocusing on our core

We recognise that our core markets business is NZX’s

fundamental growth platform.

Having a dedicated issuer relationship team in place

means we can focus on promoting the benefits of

listing, improving issuer retention and maximise

listings throughout the economic cycle. On this note,

we are pleased to welcome QEX Logistics as our first

new listed customer in 2018.

Our efforts to develop the secondary market will

increase as we implement a globally competitive

pricing structure, supported by efficient regulation,

broadened participation, and active marketing of the

benefits of our exchange to a global audience – the

New Zealand market has a great story to tell, we just

need to share it more.

Data is an area of increasing opportunity as we take

raw data and develop insights that match customer

demand to help grow our core markets business. We

have a unique opportunity to expand our dairy data

offering and are scoping requirements to create a

dairy information service to support our derivatives

market. In Q2 we will partner with Bloomberg to hold

our first joint marketing events to drive growth and

extend our reach into Asia. We are also exploring

opportunities with other global data vendors.

Growth opportunities

A strong core market provides NZX with an

opportunity to extend and grow our existing

capabilities in additional areas related to our core

strengths. These are New Zealand’s dairy derivatives,

debt and environmental and energy markets.

The progress of the dairy derivatives market confirms

our strategic decision to accelerate it to benchmark

status. Our derivatives business is already competing

globally and making a meaningful contribution to our

revenue and operating earnings lines. In 2018 our

priorities are to boost our sales and marketing efforts

and expand global access and the product set to

deliver the opportunity.

This team is already delivering, with the extension of

market trading hours to meet global requirements on

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track for July, and the addition of further trading

functionality following customer feedback set to be

released in March.

With widespread retail participation already being

achieved in the debt market this product offering has

the ability to assist in setting NZX apart internationally

– recent growth reinforces New Zealanders appetite

for these products. We are exploring several

opportunities which include a wholesale market and

green bond growth to support infrastructure funding,

and we intend to expand on the product set following

the completion of the listing rules review.

Maximise options

There is a significant opportunity in front of our Funds

Management business, with a large unmet need

amongst New Zealand investors to participate in the

local market beyond their involvement in KiwiSaver.

NZX began helping to meet that need more than

three years ago when we extended our suite of

Smartshares ETFs. 2018 is about enhancing this

growth, and building on 2017’s record numbers under

fresh leadership.

We look forward to welcoming our first client to the

Wealth Technologies platform in 2018 and growing

this business.

Closing remarks

Our core market must deliver more investable

product, deeper liquidity levels, greater participation

rates, and achieve a global presence. We have a

strong focus on these elements, and it is imperative

that our team continues to progress our initiatives to

grow New Zealand’s public market. This is critical not

only to success of our company – but the success of

our economy.

NZX delivered a strong financial result in a very busy

year. It was underpinned by a strong customer focus,

efficiency improvements, and a disciplined approach

to cost savings. Our refreshed strategy was a

significant and important piece of work that puts our

business on a strong footing to deliver into the future.

We know we have a lot to do, but are optimistic about

our growth prospects, and most importantly, we are

passionate about playing our part to deliver for the

market and our shareholders.

As I transitioned into my first year as CEO I would like

to take this opportunity to thank the NZX team for the

way they embraced our strategy and the changes to

the organisation that supports it.

I would also like to thank Bevan Miller and Aaron

Jenkins for their service to NZX and wish them well for

the future. Both resigned in 2017 and made

tremendous contributions to our business during

their time here.

To the Board, on behalf of the wider business, thank

you for your support and engagement through what

was a busy and demanding time.

To our shareholders, thank you for your continued

support of our business. I look forward to updating

you on our delivery throughout 2018.

Mark Peterson, Chief Executive

Management
Commentary

Financial results for the year ended

31 December 2017

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Overview

A breakdown of NZX’s financial results by business segment is summarised in the table below.

Year ended 31 December 2017Markets

$000

Agri

$000

Funds

Services

$000

Corporate

$000

Total

$000

Operating revenue52,3508,18414,791-75,325

Operating expenses(12,317)(6,427)(12,066)(15,512)(46,322)

Operating earnings40,0331,7572,725(15,512)29,003

Net finance expenses, tax, depreciation and

amortisation and gain on sale(14,166)

Net profit after tax14,837

Year ended 31 December 2016Markets

$000

Agri

$000

Funds

Services

$000

Corporate

$000

Total

$000

Operating revenue53,57410,93813,032-77,544

Operating expenses(12,442)(10,148)(13,348)(19,089)(55,027)

Operating earnings41,132790(316)(19,089)22,517

Net finance expenses, tax, depreciation and

amortisation and gain on sale

(13,335)

Net profit after tax9,182

Year ended 31 December 2015Markets

$000

Agri

$000

Funds

Services

$000

Corporate

$000

Total

$000

Operating revenue50,37512,09410,682-73,151

Operating expenses(12,874)(11,043)(8,956)(15,699)(48,572)

Operating earnings37,5011,0511,726(15,699)24,579

Net finance expenses, tax, depreciation and

amortisation and gain on sale

(707)

Net profit after tax23,872

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Core Markets

Core Markets revenue

2017

$000

2016

$000

2015

$000

Change

FY17 v FY16

Issuer Relationships revenue24,25726,77024,791(9.4%)

Secondary Markets revenue16,62915,72614,5515.7%

Data & Insights revenue11,46411,07811,0313.5%

Total Core Markets revenue52,35053,57450,373(2.3%)

Revenue and strategic metrics for the Core Markets division are detailed below.

Issuer Relationships

Revenue

2017

$000

2016

$000

2015

$000

Change

FY17 v FY16

Issuer Relationships

Annual listing fees10,2809,2268,58411.4%

Initial listing fees9312,330764(60.0%)

Secondary issuance fees2,6963,3414,042(19.3%)

Other issuer services5861,144770(48.8%)

Development revenue4281,4931,375(71.3%)

Contractual revenue9,3369,2369,2561.1%

Total Issuer Relationships revenue24,25726,77024,791(9.4%)

Strategic metrics

Number of listed issuers223232231(3.9%)

Equity market capitalisation$135.2b$115.5b$110.2b17.1%

Debt market capitalisation$26.4b$25.7b$19.8b2.7%

Number of new equity listings176(85.7%)

Number of new debt listings203726(45.9%)

Value of new equity listed$0.48b$2.1b$1.7b(77.1%)

Value of new debt listed$3.2b$6.4b$8.1b(50.0%)

Total secondary capital raised$4.4b$4.6b$12.9b(4.3%)

Annual listing fees paid by NZX’s equity, debt and fund issuers is driven by the number of listed issuers and

equity and debt market capitalisations. Growth in annual listing fees came from:

• a substantial increase in the number and value of listed debt instruments over the past few years; and

• the growth in equity market capitalisation.

The number of equity issuers declined in 2017 due to delistings as a result of takeovers and liquidations. The

number of debt issuers continued to increase.

Initial listing fees are paid by all issuers at the time of listing. The primary driver of this revenue is the number

of new listings and the value of capital listed. The substantial listing of new debt products in 2016 was not

fully replicated in 2017 resulting in a decrease in initial listing fees.

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Secondary issuance fees are paid by existing issuers when the company raises additional capital through

placements, rights issues, the exercise of options, dividend reinvestment plans, or further debt issues. The

primary driver for this revenue is the number of secondary issuances and the value of secondary capital raised.

Secondary capital raised in 2017 was dominated by new debt listed which came from 20 separate issues.

Other issuer services revenue arises from time spent by NZX Regulation reviewing listing and secondary

capital raising documents, requests for listing rule waivers, and other significant issuer matters.

Contractual and development revenue arises from the operation of New Zealand’s electricity market (under a

long term contract from the Electricity Authority) and the Fonterra Shareholders' Market (under a long term

contract from Fonterra). Development revenue arises on a time and materials basis, there was a lower level

of development and consulting activity in 2017.

The Issuer Relationship team was established in 2017 and is tasked with better servicing NZX’s current and

prospective equity, debt and funds customers. This will contribute to the strategic metrics outlined above and

ensure that New Zealand’s companies are better enabled for growth and are aware of the opportunities that

a public listing creates.

Secondary Markets

Revenue

2017

$000

2016

$000

2015

$000

Change

FY17 v FY16

Secondary Markets

Participant services revenue3,7683,5923,5264.9%

Securities trading revenue5,8175,7654,9760.9%

Securities clearing revenue5,9115,6635,3654.4%

Dairy derivatives revenue1,13370668460.5%

Total Secondary Markets revenue16,62915,72614,5515.7%

Strategic metrics

Number of trades2.05m1.75m1.46m17.1%

Total value traded$44.0b$44.0b$41.7b-

Dairy lots traded311,675198,303213,67757.2%

Number of participants3635362.9%

Participant services revenue is charged to market participants (broking, clearing and advisory firms) that are

accredited for NZX’s equity, debt and derivatives markets. The number of market participants remained

constant in 2017.

Securities trading revenue comes from the execution of trades on NZX’s equity and debt markets. Trading

fees are currently a combination of a fixed fee per trade (approximately 70% of the revenue) and a variable fee

based on the value of the trade. NZX commenced a trial to increase electronic trading flow in July, and this

is reflected in the 2017 trading numbers, with the number of trades out-pacing actual value traded. The trial

did not include a fixed fee per trade component, hence the number of trades exceeds the increase in revenue .

Securities clearing revenue relates to clearing and settlement activities, and a range of securities related

services such as stock lending undertaken by NZX’s subsidiary New Zealand Clearing and Depository

Corporation. The largest component is clearing fees which are based on the value of settled transactions. The

total value traded was similar to 2016 with a slight increase in on-market trading.

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NZX announced changes to its securities trading and clearing pricing structure in December 2017, which will

be implemented alongside rule changes in the second half of 2018. This was in response to market feedback,

and the positive results of the pricing trial. These changes seek to encourage greater on-market liquidity and

price transparency, which is in line with NZX’s strategic commitment to develop the secondary market. The

intention is to migrate to a trading and clearing pricing model in line with global practice and provide

participants greater price certainty when negotiating with their clients. This will lead to securities trading and

clearing revenue being variable based on the value of each trade.

Dairy derivatives revenue relates to trading, clearing and settlement fees for trading NZX dairy futures and

options. The fees are largely charged in USD (reflecting the global nature of the market) per lot traded. There

was a significant increase in trading on the dairy derivatives market in 2017, with traded volumes up 57.2%

on the prior year to 311,675 lots, resulting in a revenue increase of 60.5%. Growth was also reflected in a 60%

increase in the number of active traders accessing the market in 2017.

The Markets Development & Clearing team is tasked with developing the secondary market. This requires

action on multiple fronts, and includes but is not limited to, growing participation, optimising pricing models,

broadening the product suite, and developing efficient regulation.

Data & Insights

Revenue

2017

$000

2016

$000

2015

$000

Change

FY17 v FY16

Data & Insights

Royalties from terminal6,3676,9657,038(8.6%)

Subscriptions and licenses4,0993,2883,27924.7%

Dairy data subscriptions6936724733.1%

Other30515324199.3%

Total Data & Insights revenue11,46411,07811,0313.5%

Strategic metrics

Terminal numbers (12 month average)7,3797,4077,222(0.4%)

Number of licences9792835.4%

Number of proprietary security products subscription4043953812.3%

Number of dairy data products subscription77458444232.5%

Royalties from terminals relate to the provision of capital markets data to global data resellers who

incorporate the data into their own subscription products. Terminal numbers remained relatively flat in 2017.

Subscription and licenses relate to the provision of capital markets data to other participants in the capital

markets. Increased revenue from licence fees has been the result of the implementation of new pricing policy

around Non-Display Applications.

Dairy data subscriptions relate to the sale of dairy data and analytical products. Additional Data & Insights

revenue comes from FundSource and the annual dairy derivatives risk management conference.

The Data & Insights team is tasked with growing existing data revenues, and turning raw data into insights

that drive decisions, particulary those which will support NZX’s Core Markets and dairy derivatives businesses.

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Funds Services

Revenue and strategic metrics for the Funds Services division are detailed in the table below.

Revenue

2017

$000

2016

$000

2015

$000

Change

FY17 v FY16

Funds Management

SuperLife revenue7,8467,0386,43311.5%

Smartshares revenue5,6024,5893,56222.1%

Total Funds Management revenue13,44811,6279,99515.7%

Wealth Technologies

Administration fees1,1631,365689(14.8%)

Development fees18040-350.0%

Total Wealth Technologies revenue1,3431,405689(4.4%)

Total Funds Services revenue14,79113,03210,68413.5%

Strategic metrics

SuperLife member numbers50,30448,01543,7134.8%

SuperLife external FUM$1,999m$1,660m$1,433m20.4%

Smartshares external FUM$701m$487m$440m43.9%

Smartshares SuperLife FUM$1,430m$1,218m$1,050m17.4%

Total Smartshares FUM$2,131m$1,705m$1,490m25.0%

Total Fund Management FUM (external)$2,700m$2,147m$1,873m25.8%

Total Wealth Platform FUA (external)$1,167m$1,292m$1,317m(9.7%)

Funds management revenue is generated from:

• the SuperLife superannuation and KiwiSaver business, being a mix of fixed membership fees and variable

Funds Under Management (FUM) fees; and

• the Smartshares Exchange Traded Funds (ETFs) business, being variable FUM fees.

The growth in SuperLife member numbers and total external FUM has been a driver of the significant increase

in funds management revenue, with the number of members now exceeding 50,000, up 4.8% on 2016.

Smartshares unitholders (the number of investors in each ETF) increased 37.6% in 2017. This was aided by

growth in Smartshares retail business, which saw applications to invest directly in the product increase 84%

on the corresponding period.

Wealth Technologies revenue is generated from administration services provided on the existing wealth

management platform, which NZX acquired on 1 July 2015, and development fees received for part of the

new platform that is in production. The administration fees are based on Funds Under Administration (FUA).

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Client numbers remain the same, however there was a decrease in FUA which drove down revenue. Wealth

Technologies is on track to complete implementation of its first client onto the new platform in 2018.

Agri

Revenue and strategic metrics for the Agri division are detailed in the table below.

Revenue

2017

$000

2016

$000

2015

$000

Change

FY17 v FY16

Publishing revenue5,1646,4518,069(20.0%)

Agri data (non dairy) revenue3,0203,3663,148(10.3%)

Commodities trading revenue-1,121877(100.0%)

Total Agri revenue8,18410,93812,094(25.2%)

Strategic metrics

Total paid advertising page equivalents1,3821,6792,120(17.7%)

Number of NZ Agri (non dairy) products subscription2,3481,8571,74426.4%

Number of Australian agri products subscription1,5141,8201,842(16.8%)

Total tonnes traded-543k452k(100.0%)

Publishing revenue relates to advertising and subscription revenues from the publication of rural newspapers

and magazines. NZX’s two magazine titles were sold effective, 1 November 2016. Subsequent to balance

date, NZX has entered into a non-binding indicative Term Sheet for the disposal of its rural newspaper

(Farmers Weekly), expected to be effective, 1 April 2018. No gain or loss is expected to result from the sale,

should all conditions be met.

Agri data (non-dairy) revenue relates primarily to the sale of subscription data and analytical products in the

Australian grain industry.

Commodities trading revenue related to NZX’s Australian online grain trading market, the Clear Grain

Exchange, which was sold in December 2016.

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Operating Expenses

2017

$000

2016

$000

2015

$000

Changes

2017 v 2016

Gross personnel costs28,91232,70827,68911.6%

Less capitalised labour(3,075)(2,855)(1,638)7.7%

Personnel costs25,83729,85326,05113.5%

Information technology costs7,8077,3036,242(6.9%)

Professional fees2,2965,5935,59958.9%

Marketing, print and distribution2,5943,0643,54915.3%

Fund expenditure3,4893,6602,2804.7%

Other expenses4,2995,5544,85122.6%

Total operating expenses46,32255,02748,57215.8%

Key metrics revenue drivers

Staff numbers (FTEs)238237237-

Personnel costs were made up of:

• Salary costs (including bonuses, commissions, ACC levies and KiwiSaver contributions); and

• Contractor and other personnel costs (including training, recruitment and staff benefits); and

• Net of capitalised labour (where employees or contractors are engaged on capital projects).

Personnel costs reduced significantly due to the completion of several non-capital major projects in 2016 and

the absence of costs associated with the former CEO transition.

IT costs were made up of software licence fees, hardware support and maintenance fees, telecommunications

and data network costs, and IT services provided by third parties.

The increase in costs came from one-off costs relating to IT infrastructure, remediation, migration and

consolidation projects completed in 2017, which will deliver cost savings in future years, and Wealth

Technology data hosting costs relating to new client projects.

Professional fees were made up of legal expenses and advisory and consultancy fees.

The Ralec litigation was completed in 2016 and no costs were incurred in 2017. Other professional fees

decreased slightly, with the Financial Markets Conduct Act transition project completed in 2016, with only

minimal costs incurred in 2017, and these decreases were offset by costs incurred during the company’s

strategic review.

Marketing, print and distribution costs primarily relate to NZX’s agricultural publications. NZX’s two magazine

titles were sold in November 2016. As noted above, NZX has entered into a non-binding indicative Term

Sheet for the disposal of its rural newspaper (Farmers Weekly), expected to be effective, 1 April 2018.

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Fund expenditure represents the cost of operating the SuperLife, and Smartshares schemes, some costs are

fixed (principally outsourced fund accounting and administration costs and registry fees), and some are

variable in proportion to FUM (principally custodian fees, trustee fees, index fees, settlement costs and third

party manager fees). The reduction in fund expenditure was due to the renegotiation of some variable costs,

which more than offset the cost increase arising from growth in FUM.

Other expenses comprise general and administrative expenditure, including rent, travel, insurance, directors’

fees, audit fees and general overheads. There was a significant decrease in rent as duplicate Auckland rents

incurred in 2016 have now ceased, and surplus Wellington office space was sublet in 2017. Management also

applied disciplined cost control across the business in 2017.

Other Income and Expenses

2017

$000

2016

$000

2015

$000

Changes

2017 v 2016

Interest income(880)(943)(1,218)(6.7%)

Interest expense1,3031,2331,197(5.7%)

Net (gain)/loss on foreign exchange(95)83(149)214.5%

Net finance expense/(income)328373(170)12.1%

Depreciation of PP&E1,1161,2941,18913.8%

Amortisation of intangibles5,9266,6425,80110.8%

Total depreciation and amortisation7,0427,9366,99011.3%

Gain on disposal of associate--(11,807)NM

Other (gain)/loss on disposal(6)46729101.3%

Total (gains)/losses(6)467(11,778)101.3%

Share of profit of associate--(411)NM

Impairment expense353793-55.5%

Adjustment to provision for earnout390(731)-(153.4%)

Tax expense6,0594,4976,076(34.7%)

Total Net finance expenses, tax, depreciation and amortisation and

gain on sale14,16613,335707(6.2%)

Net finance expense/(income) comprises interest income (on cash balances, Clearing House risk capital and

regulatory working capital), interest expenses (on loans, overdrafts and earn out) and foreign exchange (gains)/

losses.

The depreciation of property, plant and equipment ($1.116 million) and the amortisation of intangible assets

($5.926 million) are detailed in notes 16 and 2 of the financial statements.

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Gains and losses on disposals and associates in 2016 relate to the sale of the New Zealand rural magazine

titles and the Australian Clear Grain Exchange business (loss: $0.467 million), and in 2015 to the sale of Link

Market Services (gain $11.807 million).

The share of profit of associates relates to NZX’s 50% interest in Link Market Services.

In 2016 NZX impaired the carrying value of the rural magazine publications that were subsequently sold.

Likewise, in 2017 NZX has impaired the carrying value of the Agri businesses that are now in the process of being

sold.

An adjustment to the earn-out provision was required as the acquired SuperLife achieved earn out targets

(based on FUM) resulting in a 100% earn out.

The effective tax rate is higher than the statutory rate of 28% due to non-deductible items. In prior years the

Ralec litigation costs were not tax deductible resulting in higher effective tax rate.

Corporate
Governance

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Board of Directors

James Miller

BCOM, FCA

James was appointed a director in

August 2010 and NZX’s Chair in

May 2015. He spent 14 years

working in the share-broking

industry, with Craigs Investment

Partners, ABN AMRO, Barclays de

Zoete Wedd and ANZ Securities.

He is a qualified chartered

accountant and is a Fellow of the

New Zealand Institute of Chartered

Accountants, a Certified Securities

Analyst Professional, a member of

the Institute of Directors in New

Zealand, and is a graduate of the

Advanced Management Program

at Harvard Business School in the

United States of America.

James is a director of the Accident

Compensation Corporation,

Auckland International Airport and

Mercury NZ. He was an inaugural

director of the Financial Markets

Authority, and previously a member

of the ABN AMRO Securities, INFINZ

and Financial Reporting Standards

Boards.

Dame Therese Walsh

DNZM, BCA, FCA

Dame Therese was appointed as a

director in February 2013. She is

currently Chair of TVNZ, a director

of ASB Bank, Air New Zealand, and

Antarctica NZ, a Trustee of

Wellington Regional Stadium, and

Pro-Chancellor of Victoria

University. She also sits on the

Government’s Major Events

Investment Panel. Previously Dame

Therese was Head of New Zealand

for the ICC Cricket World Cup

2015, and Chief Operating Officer

for Rugby New Zealand 2011. She

has been a director of New Zealand

Cricket and Save the Children NZ,

a member of the New Zealand

Rugby Union executive team, and

held a senior role with KPMG.

Dame Therese is a qualified

chartered accountant, and a Fellow

of the Institute of Chartered

Accountants of New Zealand.

Frank Aldridge

BBS

Frank was appointed as a director

in May 2017. Frank has an extensive

understanding of New Zealand’s

capital markets having spent more

than 20 years working for Craigs

Investments Partners where he is

now Managing Director.

He is currently Chair of Australian-

based Wilsons Advisory and

Stockbroking, former member and

Chair of New Zealand Securities

Association, and sits on several of

Craigs Investment Partners’

subsidiary Boards.

Frank is an accredited NZX

Advisor, Authorised Financial

Adviser (AFA), and a Chartered

Member of the Institute of Directors.

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Nigel Babbage

BCOM, BSC (HONS)

Nigel was appointed as a director

in December 2017. Nigel has spent

more than 30 years working in

financial and capital markets locally

and globally, and brings to NZX

extensive clearing and derivatives

experience.

Nigel previously held executive

roles with British Petroleum (now

BP) and Citibank, managing the New

York currency derivatives desk, and

worked for BNP Paribas, where he

took on the joint role of Global

Head of Currency Derivatives

Trading and Head of North

American Foreign Exchange. He

served on the Foreign Exchange

Committee of the Federal Reserve

Bank of New York for three years.

Nigel is currently CEO of

Christchurch-based investment

company Mohua Investments

Limited.

Richard Bodman


Richard was appointed as a director

in April 2017. Richard has spent

more than 25 years working in the

financial services sector, including

17 years at FNZC (previously First

NZ Capital) where he held several

executive roles, such as Managing

Director, Head of Compliance. Prior

to this Richard spent seven years

as an inspector for the Securities &

Futures Authority in London.

Richard is an independent director

of Forsyth Barr Custodians Limited

and Forsyth Barr Cash Management

Nominees Limited, and a member

of the GRC (Governance Risk

Compliance) Institute and the

Institute of Directors.

He is a trustee of the Scots College

Foundation. Richard has been a

director of FNZC Securities and a

NZX registered Compliance

Manager.

Jon Macdonald

BE (HONS)

Jon was appointed as a director in

May 2013. Jon is CEO of NZX/ASX

listed Trade Me Group and has an

extensive background in

engineering and technology. He

joined Trade Me in 2003 and was

appointed CEO in 2008. Under

Jon's stewardship over the last 10

years, Trade Me has grown from

revenues of $80 million to

$235 million, and now has a market

capitalisation of approximately

$2 billion.

Prior to joining Trade Me, Jon

worked in London for HSBC

Investment Bank in a variety of

technical and management

positions, and has worked for

Deloitte Consulting with a focus on

telecommunications and financial

services. He is a Trustee of NZ

Technology Training Charitable

Trust, which runs the Summer of

Tech programme.

Jon is a Chartered Member of the

Institute of Directors.

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Dr Patrick Strange

BE (HONS), PHD

Dr Patrick was appointed as a

director in May 2015. Patrick has

spent 30 years working as a senior

executive and director in both

private and listed companies,

particularly in the energy sector,

including more than six years as

Chief Executive of Transpower,

where he oversaw $3.8 billion of

essential investment in the National

Grid. Previously, he had also been

Chief Executive of Vector.

Patrick holds a doctorate in civil

engineering from the University of

Auckland, and worked in senior

roles in Europe and the USA before

returning to New Zealand.

Patrick is Chair of Chorus, a director

of Mercury NZ, Auckland

International Airport and Essential

Energy in Australia.

Anna Molloy

BCOM, BE

Anna was appointed as NZX's

inaugural future director in May

2017. Anna is well known in the New

Zealand market place having spent

almost 15 years working in equity

capital markets, private equity, and

business development roles.

Anna is a former buy-side equity

analyst for Masfen Securities and

Artemis Capital, and prior to that

was a sell-side equity analyst for ABN

AMRO New Zealand, where she

initiated research coverage of NZX

when the company demutualised

and listed in 2003.

Anna is a Chartered Financial

Analyst and graduated from the

University of Auckland with

undergraduate degrees in

Commerce and Engineering.

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Corporate governance

NZX’s shares are quoted on the NZX Main Board. In

this part of the annual report, we disclose the extent

to which we have followed the recommendations set

out in the NZX Corporate Governance Code 2017

(NZX Code). The information in this section is current

as at 19 February 2018 and has been approved by the

board of directors of NZX.

NZX’s board is committed to maintaining the highest

standards of governance by implementing a

framework of structures, practices and processes that

it considers reflect best practice. NZX’s corporate

governance policies and procedures, and its board

and committee charters, document the framework and

have been approved by the board.

The framework has been guided by the

recommendations set out in the NZX Code and the

requirements set out in the NZX Main Board Listing

Rules. The board’s view is that NZX’s corporate

governance structures, practices and processes have

followed these recommendations and requirements

in the year to 31 December 2017 (reporting period),

with one exception. That exception relates to

recommendation 3.6 (takeover protocols). The board

expects to be able to confirm full compliance as at

31 December 2018.

The corporate governance policies and procedures,

and board and committee charters, are regularly

reviewed by the board against the corporate

governance standards set by NZX, any regulatory

changes, and developments in corporate governance

practices.

The key corporate governance documents referred

to in this section are available from NZX’s investor centre.

NZX Code

Principle 1 – code of ethical behaviour


Directors should set high standards of ethical

behaviour, model this behaviour and hold

management accountable for these standards

being followed throughout the organisation.

Code of Conduct

NZX’s Code of Conduct sets out the standards of

conduct expected of directors (including members of

committees) and employees (including secondees,

contractors and consultants). The purpose of the code

is to underpin and support the values that govern our

individual and collective behaviour.

Training on the code is included as part of the

induction process for new directors and employees.

Employees are required to reconfirm their

understanding of the code as part of their annual

performance assessment.

The code requires directors and employees to

promptly report material breaches of the code and

sets out the procedure for doing so.

The code is reviewed at least every two years and was

last reviewed in August 2017.

Financial Products Trading Policy

NZX’s Financial Products Trading Policy sets out

NZX’s restrictions on its directors and employees

buying or selling financial products. In particular:

• directors and employees may not buy or sell NZX’s

shares in the “blackout” periods set out in the

policy (these periods occur prior to the release of

NZX’s financial results to the market)

• outside of a blackout period, directors and

employees must obtain consent to buy or sell

NZX’s shares

Because NZX is a licensed market operator, NZX’s

senior managers and employees with access to

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market sensitive information must obtain consent to

buy or sell financial products quoted on a market

operated by NZX.

Training on the policy is included as part of the

induction process for new directors and employees.

The policy is reviewed at least annually and was last

reviewed in July 2017.

Principle 2 – board composition and

performance


To ensure an effective board, there should be a

balance of independence, skills, knowledge,

experience and perspectives.

Board charter

NZX’s board operates under a written charter, which

sets out the responsibilities and framework for the

operation of the board.

The charter is reviewed at least every two years and

was last reviewed in July 2017.

Management of NZX on a day-to-day basis is

undertaken by the Chief Executive Officer and senior

managers through a set of delegated authorities that

clearly define the Chief Executive Officer’s and senior

managers’ responsibilities and those retained by the

board. The delegated authorities are set out in NZX’s

Delegated Authority Policy. The policy is reviewed at

least annually and was last reviewed in December 2017.

The board meets its responsibilities by receiving

reports and plans from management and through its

annual work programme. The board uses committees

to address issues that require detailed consideration.

Committee-work is undertaken by directors (and, in

the case of the Conflicts Committee and Regulatory

Governance Committee, non-director members who

have specialist knowledge and experience), however,

the board retains ultimate responsibility for the

functions of its committees and determines their

responsibilities.

Nomination and appointment of directors

NZX has recently established a Nomination

Committee, which is responsible for reviewing

candidates for appointment and re-election to the

board and committees, and making recommendations

to the board (prior to the establishment of the

committee, the board was responsible for this). An

independent recruitment consultant provides

assistance in preparing a list of candidates for the

committee’s consideration. The committee meets with

preferred candidates before making a

recommendation to the board. Checks are done on

candidates in accordance with NZX’s Fit and Proper

Policy. Key information about candidates is provided

to shareholders in the notice of annual meeting.

At each annual meeting, one-third of the current

directors retire by rotation and are eligible for re-

election. Any directors appointed since the previous

annual meeting must also retire and are eligible for

election.

NZX uses a skills matrix when selecting candidates for

appointment and re-election to the board. The skills

matrix outlines the experience needed to ensure the

board is equipped to provide the high standard of

corporate governance required to lead NZX.

The board developed the skills matrix in 2016 in

conjunction with governance services firm Propero

Consulting. The matrix assesses directors against the

following criteria:

• strategy and performance – expertise in respect of

stock exchanges, data information, media,

technology and business operations

• quality committee leadership – skills to serve on

NZX’s committees

• connectivity to stakeholder groups – connectivity

to stakeholder groups such as regulators or

government, the Electricity Commission, listed

issuers, brokers or institutional and retail investors

Based on these criteria, the board considers that its

members currently have the balance of

independence, skills, knowledge, experience and

perspectives necessary to lead NZX.

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Further information about the skills matrix is set out

in NZX’s 2017 annual meeting materials, which are

available from NZX’s investor centre.

Written agreement

NZX provides a letter of appointment to each newly

appointed director setting out the terms of their

appointment. The letter includes information

regarding expected time commitments, the board’s

responsibilities, remuneration, independence

requirements, disclosure requirements, confidentiality

obligations, indemnity and insurance provisions,

intellectual property rights and cessation of

appointment.

Director information

The board comprises seven directors with diverse

backgrounds, skills, knowledge, experience and

perspectives. All directors are non-executive and

independent (except for James Miller, who is deemed

to be non-independent under the NZX Main Board

Listing Rules because he is also a director of ACC,

which is a substantial product holder of NZX). Further

information about NZX's directors is available on

pages 24 to 26.

Information in respect of directors’ ownership

interests is available on pages 80 . NZX’s directors are

not formally required to own NZX shares, but are

encouraged to do so.

Diversity

NZX’s Diversity and Inclusion Policy sets out how NZX

will set measurable objectives for achieving diversity

and inclusion, and how it will assess its progress

towards achieving these objectives. The policy also

sets out the diversity and inclusion initiatives NZX

currently has in place, together with the initiatives it

is currently implementing.

The board has not yet set measurable objectives for

achieving diversity and inclusion. NZX will set such

objectives in the first half of 2018. The policy is

reviewed at least annually and was last reviewed in

October 2017.

NZX’s board is made up of seven directors (2016:

six), of which six are male (2016: four) and one is

female (2016: two)

2

. NZX’s executive team is made

up 16 members (2016: 11) of which ten are male

(2016: nine) and six are female (2016: two).

Board gender diversity

Female 14%

Male 86%

Executive team gender diversity

Female 31%

Male 69%

Director training

Directors are expected to understand NZX's

operations and undertake training and education to

enable them to effectively perform their duties. This

includes:

• attending management presentations in respect

of NZX’s operations

• attending presentations on changes in governance,

legal and regulatory frameworks

• attending technical and professional development

courses

• attending presentations from industry experts and

key advisers

• attending the World Federation of Exchanges

(WFE) of which NZX is a member

• receiving regular educational materials

2Another female director has been apppointed with effect, 20 February 2018. In addition, Anna Molloy is NZX's future director and was appointed in May 2017.

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Assessment of director performance

Every second year, director (and committee member)

performance is assessed by a process which includes:

• each director discussing with the board chair, that

director’s contribution to the proceedings of the

board and the performance of the board and its

committees generally

• the rest of the board discussing with the board

chair, the chair’s contribution to the proceedings

of the board and the performance of the board and

its committees generally

A board and individual director performance review

will be undertaken by an independent board review

expert in 2018.

Each committee reviews its performance at least

annually. The board also reviews each committee’s

performance at least annually.

Separation of the Chairperson and Chief

Executive Officer

NZX’s board chair is a different person to NZX’s Chief

Executive Officer.

Principle 3 – committees


The board should use committees where this

will enhance its effectiveness in key areas, while

still retaining board responsibility.

Committees and members

The board uses committees where specialist skills and

experience is required. Six standing committees have

been established to assist the board on matters falling

within their areas of responsibility. Each committee

has authority to undertake any activity set out in its

charter or as authorised by a separate resolution of the

board.

The board and six committees and the members of

each are set below.


Board and committees (as at 31 December 2017)

Board

Audit and Risk

Committee

Human Resources and

Remuneration Committee

Clearing

Committee

Regulatory Governance

Committee

Conflicts

Committee

James Miller (Chair)

Frank Aldridge

Nigel Babbage

Richard Bodman

Jon Macdonald

Dr Patrick Strange

Dame Therese Walsh

Dame Therese Walsh (Chair)

Frank Aldridge

Richard Bodman

Dr Patrick Strange

Richard Bodman (Chair)

Nigel Babbage

Dr Patrick Strange

Dame Therese Walsh (Chair)

Richard Bodman

Jayshree Das

Jon Macdonald

Jon Macdonald (Chair)

Frank Aldridge

James Miller

David Flacks (Chair)

Richard Bodman

Jon Macdonald

Dame Therese Walsh

Nomination

Committee*

James Miller (Chair)

Frank Aldridge

Jon Macdonald

*This committee was established in February 2018

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Director meeting attendance

DirectorBoard

Audit

and RiskClearingConflicts

Human Resources

and RemunerationNomination

1

Regulatory

Governance

Frank Aldridge5/52/2––2/2––

Nigel Babbage

2

––1/1––––

Richard Bodman

3

6/63/31/11/1––4/4

Alison Gerry

4

2/2––1/1–––

Jon Macdonald8/8––2/23/3–4/4

James Miller8/8–––3/3––

Neil Paviour- Smith

5

3/34/4––1/1––

Dr Patrick Strange

6

8/86/61/1––––

Dame Therese Walsh7/86/6–2/2––4/4

1 The Nomination Committee was established in February 2018

2 Nigel Babbage was appointed as an NZX director effective 19 December 2017. Prior to that date, Nigel was an independent member of the Clearing Committee

3 Richard Bodman also attended 2/2 meetings as a director of New Zealand Clearing and Depository Corporation Limited

4 Alison Gerry resigned as an NZX director effective 13 April 2017. Alison also attended 2/2 meetings as a director of New Zealand Clearing and Depository Corporation Limited

5 Neil Paviour-Smith resigned as an NZX director effective 30 June 2017

6 Dr Patrick Strange also attended 3/3 meetings as a director of New Zealand Clearing and Depository Corporation Limited

External committee member meeting attendance

Committee

memberBoard

Audit and

RiskClearingConflicts

Human Resources

and

RemunerationNomination

1

Regulatory

Governance

Jayshree Das–––1/1–––

David Flacks

2

––––––1/1

Derek Johnston

3

––––––3/3

1 The Nomination Committee was established in February 2018

2 David Flacks also attended a Regulatory Governance Committee meeting in his previous capacity as NZ Markets Disciplinary Tribunal chair

3 Derek Johnston resigned as a member of the Regulatory and Governance Committee effective 1 September 2017

Audit committee

NZX’s Audit and Risk Committee assists the board to

fulfil its responsibilities in relation to the NZX Group’s

financial practices and reporting, internal control

environment, internal audit, external audit and risk

management. The committee operates under a written

charter, which sets out the responsibilities and

framework for the operation of the committee. The

charter is reviewed at least every two years and was

last reviewed in February 2018.

The committee must be comprised solely of NZX

directors, have a minimum of three members, have a

majority of members that are independent directors

and have at least one director with an accounting or

financial background. The makeup of the current

members of this committee complies with this

recommendation.

The committee’s chair, Dame Therese Walsh, is a

qualified chartered accountant, and a Fellow of the

Institute of Chartered Accountants of New Zealand.

The committee chair and the board chair are different

people.

Management may only attend meetings at the

invitation of the committee and the committee

routinely has committee-only time and time with the

external and internal auditors without management

present.

Remuneration committee

NZX’s Human Resources and Remuneration

Committee assists the board in overseeing the

management of the human resources activities of

NZX, including the remuneration of employees. The

committee operates under a written charter, which

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sets out the responsibilities and framework for the

operation of the committee. The charter is reviewed

at least every two years and was last reviewed in

February 2018.

The committee must have a majority of members that

are independent directors. The makeup of the current

members of this committee complies with this

recommendation.

Management may only attend meetings at the

invitation of the committee.

Nomination committee

NZX’s Nomination Committee assists the board in

identifying and recommending to the board

individuals for nomination as directors and members

of committees. The committee operates under a

written charter, which sets out the responsibilities and

framework for the operation of the committee. The

charter is reviewed at least every two years and was

adopted in February 2018.

The committee was established in February 2018.

Prior to this, the board was responsible for identifying

individuals for nomination as directors and members

of committees.

The committee must have a majority of members that

are independent directors. The makeup of the current

members of this committee complies with this

recommendation.

Management may only attend meetings at the

invitation of the committee.

Other committees

Clearing committee

The Clearing Committee assists the board in ensuring

that New Zealand Clearing Limited has adequate risk

capital to meet its obligations as the central

counterparty clearing house for NZX Clearing. The

committee operates under a written charter, which

sets out the responsibilities and framework for the

operation of the committee. The charter is reviewed

at least every two years and was last reviewed in

February 2018.

The committee must have a minimum of three

members. The committee may have a non-director

as a member (who must have skills and experience

relevant to the operation of the committee). The

makeup of the current members of this committee

complies with this recommendation.

Conflicts committee

The Conflicts Committee assists the board in

overseeing the effectiveness of NZX’s policies and

procedures for ensuring that any conflicts of interest

within the NZX Group are appropriately managed,

including any conflicts between NZX’s regulatory

responsibilities and its commercial interests. The

committee operates under a written charter, which

sets out the responsibilities and framework for the

operation of the committee. The charter is reviewed

at least every two years and was last reviewed in

February 2018.

The committee must have a minimum of three

members, have a minimum of two directors as

members and have a minimum of one non-director

as a member (who must have skills and experience

relevant to the operation of the committee). The

makeup of the current members of this committee

complies with this recommendation.

The committee’s non-director member, Jayshree Das,

is Craigs Investment Partners’ Process Excellence &

Governance Advisor.

Regulatory Governance committee

The Regulatory Governance Committee assists the

board in reviewing and providing feedback in respect

of the governance of the NZX’s regulatory function.

The committee operates under a written charter,

which sets out the responsibilities and framework for

the operation of the committee. The charter is

reviewed at least every two years and was last

reviewed in February 2018.

The committee must have a minimum of three

members, have a minimum of two directors as

members and have a minimum of one non-director

as a member (who must have skills and experience

relevant to the operation of the committee). The

makeup of the current members of this committee

comply with this recommendation.

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The committee’s non-director member, David Flacks,

is a former NZ Markets Disciplinary Tribunal chair.

Takeover protocol

NZX’s Takeover Protocol sets out the procedure to

be followed if there is a takeover offer for NZX.

The protocol is reviewed at least every two years and

was adopted in February 2018.

Principle 4 – reporting and disclosure


The board should demand integrity in financial

and non-financial reporting, and in the timeliness

and balance of corporate disclosures.

Continuous disclosure

NZX’s Continuous Disclosure Policy sets out NZX’s

arrangements to ensure material information is

identified, reported, assessed and, where required,

disclosed to the market in a timely manner.

NZX is committed to ensuring the timely disclosure

of material information about the NZX Group and to

ensuring that NZX complies with the NZX Main Board

Listing Rules.

It is the responsibility of the board to monitor

compliance with the Continuous Disclosure Policy. The

board considers at each board meeting whether any

information discussed at the meeting requires disclosure.

The policy is reviewed at least annually and was last

reviewed in July 2017.

Charters and policies

The key corporate governance documents referred

to in this section, including policies and charters, are

available from NZX’s investor centre.

Financial reporting

NZX is committed to ensuring integrity and timeliness

in its financial reporting and in providing information

to the market and shareholders which reflects a

considered view on its present and future prospects.

The Audit and Risk Committee oversees the quality

and integrity of external financial reporting, including

the accuracy, completeness, balance and timeliness

of financial statements. It reviews NZX’s full and half

-year financial statements and makes

recommendations to the board concerning accounting

policies, areas of judgement, compliance with

accounting standards, stock exchange and legal

requirements, and the results of the external audit.

All matters required to be addressed and for which the

committee has responsibility were addressed during

the reporting period.

NZX has published its full and half-year financial

statements that were prepared in accordance with

relevant financial standards. These are set out on

pages 39 to 73.

The Chief Executive and Chief Financial Officer have

confirmed in writing to the board that NZX’s external

financial reports present a true and fair view in all

material aspects.

Non-financial reporting

NZX releases data on its non-financial performance

metrics each month through its monthly shareholder

metrics publications. It also releases quarterly revenue

and shareholder metrics, and regulation metrics

representing the key features of NZX’s activities in

regulating its markets.

At this time, NZX does not have a formal

environmental, social and governance (ESG) reporting

framework. However it is in development and will be

progressed for the 2018 financial statements.

Information about NZX’s corporate social

responsibility initiatives is available from NZX’s investor

centre.

Information about NZX’s refreshed strategy, delivery

plan and role within New Zealand’s capital markets is

set out in the NZX Investor Day Presentation 2017,

which is available from NZX’s investor centre.

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Principle 5 – remuneration


The remuneration of directors and executives

should be transparent, fair and reasonable.

Directors’ remuneration

The total remuneration available for directors is fixed

by shareholders. The annual fee pool limit is $435,000

and was approved by shareholders at the annual

meeting in April 2012.

The current fees paid to NZX’s directors are $50,000

per annum for directors and $100,000 for the chair.

Directors are not paid additional fees for being

members of committees.

Jayshree Daas and David Flacks, being non-director

members of committees, are paid $465 per hour for

work on committee business.

Total remuneration received by each director (and

committee member) in 2017 is set out in the table above.

Directors do not receive any performance or equity-

based remuneration, or superannuation or retirement

benefits. This reflects the differences in the role of the

directors, which is to provide oversight and guide

strategy, and the role of management, which is to

operate the business and execute NZX’s strategy.

Remuneration policy

NZX’s Remuneration Policy sets out the principles

which apply to the remuneration of NZX’s directors

and employees. In particular, director remuneration

is paid in the form of director fees, while employee

remuneration will include a mix of the following

components:

• fixed remuneration (which includes base salary and

employer KiwiSaver contributions)

• commission (which is available to employees in

sales roles)

Director remuneration

DirectorDirector fees

Frank Aldridge$33,276

Nigel Babbage

1

$1,785

Richard Bodman

2

$35,926

Alison Gerry

3

$14,306

Jon Macdonald$50,000

James Miller$100,000

Neil Paviour-Smith

4

$25,000

Dr Patrick Strange

5

$50,000

Dame Therese Walsh$50,000

1 Nigel Babbage was appointed as an NZX director effective 19 December 2017. Prior to that date, Nigel was a member of the Clearing Committee and received committee member

fees of $3,985

2 Richard Bodman also recieved $7,185 as a director of New Zealand Clearing and Depository Corporation Limited

3 Alison Gerry resigned as an NZX director effective 13 April 2017. Alison also received $2,861 as a director of New Zealand Clearing and Depository Corporation Limited

4 Neil Paviour-Smith resigned as an NZX director effective 30 June 2018

5 Dr Patrick Strange also received $6,032 as a director of New Zealand Clearing and Depository Corporation Limited

External committee member remuneration

Committee memberCommittee member fees

Jayshree Das$1,500

David Flacks$7,905

Derek Johnston

1

$15,717

1 Derek Johnston resigned as a member of the Regulatory Governance Committee effective 1 September 2017

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• short-term incentive plan (which is available to

senior employees)

• long-term incentive plan (which is available to

members of NZX’s executive team and senior

management)

• a one-off grant of $1,000 of NZX shares when an

employee starts at NZX to ensure that all

employees are shareholders

The policy is reviewed at least annually and was

reviewed in February 2018.

NZX’s short-term incentive plan is performance-

based, with any short-term incentive plan payment

being conditional on (1) NZX’s financial performance

and the employee’s business unit’s performance; and

(2) the employee’s individual performance.

Potential short-term incentive plan payments are

generally between 15% and 45% of base salary,

depending upon the employee’s seniority and role.

Under NZX’s long-term incentive plan, executive team

members and senior managers may be awarded NZX

shares based on NZX’s long-term (generally three

year) performance. The plan is designed to:

• align managers’ rewards with improvement in

shareholder value

• achieve business plans and corporate strategies

• reward performance improvement

• retain key skills and competencies

Chief Executive Officer remuneration

Mark Peterson commenced his role as NZX’s Chief

Executive Officer on 10 April 2017.

Mark’s remuneration is a mix of base salary and short-

term and long-term incentive plan components.

Mark’s base salary for 2017 was $500,000.

Mark’s potential short-term incentive plan payment for

2017 was $500,000 ($250,000 for on-target

performance). Mark’s actual short-term incentive plan

payment for 2017 was $288,768 this will be paid in

February 2018. Mark's 2017 STI comprised two

components. This first component was based on

NZX's financial performance against target. The

second component was based against against a

small number of individual objectives, including the

development of the five year strategy, improving

capital markets engagement, strengthening the senior

team and generating organisational efficiencies. Mark

achieved ahead of target in both components.

Mark is currently allocated a long-term incentive

performance share rights plan to the value of $250,000

each year. Vesting is dependent on NZX meeting

performance hurdles in respect of NZX's total return

to shareholders and its earnings per share for the prior

five year period, and on Mark remaining an employee

at the applicable vesting date. The performance

hurdles are currently being finalised by the board.

Principle 6 – risk management


Directors should have a sound understanding

of the material risks faced by the issuer and how

to manage them. The board should regularly

verify that the issuer has appropriate processes

that identify and manage potential and material

risks.

Risk management framework

The board is responsible for the establishment and

oversight of NZX’s risk management framework,

together with setting NZX’s overall risk tolerance.

Significant risks are discussed at each board meeting,

or as required.

The board has established an Audit and Risk

Committee with responsibility to:

• review and provide feedback in respect of the

principal risks set out in NZX’s risk register

• ensure that management has established a risk

management framework which includes policies and

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procedures to effectively identify, manage and

monitor NZX’s principal risks

• monitor compliance with, and assess the

effectiveness of, the risk management framework

The committee reviews the risk register every quarter.

The committee also reviews the risk management

framework annually. The committee receives reports

on the operation of risk management policies and

procedures.

The executive team and senior management are

required to regularly identify the major risks affecting

the business, record them in the risk register and

develop structures, practices and processes to manage

and monitor these risks.

NZX maintains insurance policies that it considers

adequate to meet its insurable risks.

The board is satisfied that NZX has in place a risk

management framework to effectively identify,

manage and monitor NZX’s principal risks, including

a Conflict Management Policy, Continuous Disclosure

Policy, Delegated Authority Policy, Financial Products

Trading Policy, Fit and Proper Policy, IT Acceptable

Use Policy and Protected Disclosures Policy.

NZX engages EY to carry out internal audit functions

on various parts of its operations, including assessing

the effectiveness of NZX’s risk management policies

and procedures.

Key risks

Business

NZX’s key business risks, together with its strategy to

manage these risks, are set out in the NZX Investor

Day Presentation 2017, which is available from NZX’s

investor centre.

Health and safety

NZX’s Human Resources and Remuneration

Committee is responsible for reviewing and making

recommendations to the board in respect of NZX’s

health and safety policies. The committee ensures

that the systems used to identify and manage health

and safety risks are fit for purpose, and are being

effectively implemented, regularly reviewed and

continuously improved. The committee receives

reports each quarter from the Head of Human

Resources.

Information technology security

NZX considers there is a risk that the security of its

information technology systems could be

compromised. To manage such a risk, NZX’s systems

have been moved to a cloud-based server with

access, security and backups managed by an

independent service provider.

Chief Executive Officer and Chief Financial

Officer assurance

The Chief Executive Officer and Chief Financial Officer

have provided the board with written confirmation

that NZX’s 2017 financial statements are founded on

a sound system of risk management and internal

compliance and control; and that all such systems are

operating efficiently and effectively in all material

respects.

Principle 7 – auditors


The board should ensure the quality and

independence of the external audit process.

NZX’s Audit and Risk Committee makes

recommendations to the board on the appointment

and removal of the external auditor. The committee

also monitors the independence and effectiveness of

the external auditor and reviews and approves any

non-audit services performed by the external auditor.

An External Auditor Independence Policy will be

prepared in 2018 to set out the services that may or

may not be performed by the external auditor.

The committee regularly meets with the external

auditor to approve their terms of engagement, audit

partner rotation (at least every five years) and audit

fee, and to review and provide feedback in respect

of the annual audit plan. A comprehensive review and

formal assessment of the independence and

effectiveness of the external auditor is undertaken

periodically. The committee routinely has time with

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NZX's external auditor, KPMG, without management

present.

KPMG attends the annual meeting, and the lead

audit partner is available to answer questions from

shareholders at that meeting. KPMG attended the

2017 annual meeting.

KPMG has provided the Audit and Risk Committee

with written confirmation that, in their view, they were

able to operate independently during the year.

NZX has appointed EY to perform a number of

internal audit functions. The Audit and Risk Committee

is responsible for overseeing the independence and

objectivity of the internal audit function and for

reviewing and monitoring the internal audit work plan,

reports from internal audit and management

responses. The committee routinely has time with EY

without management present.

Principle 8 – shareholder rights and

relations


The board should respect the rights of

shareholders and foster constructive

relationships with shareholders that encourage

them to engage with the issuer.

Information for shareholders

NZX seeks to ensure that investors understand its

activities by communicating effectively with them and

giving them access to clear and balanced information.

The key information channels are NZX's website, its

media releases, the annual and interim report, and the

annual meeting.

NZX’s investor centre contains annual and interim

reports, investor presentations, dividend information

and other information relating to NZX (including key

corporate governance documents).

Communicating with shareholders

NZX’s investor centre sets out NZX’s Chief Financial

Officer’s and Company Secretary’s contact details for

communications from shareholders. NZX responds to

all shareholder communications within a reasonable

timeframe.

NZX provides options for shareholders to receive and

send communications electronically, to and from both

NZX and its share registrar.

Shareholder voting rights

In accordance with the Companies Act 1993, NZX’s

Constitution and the NZX Main Board Listing Rules,

NZX refers major decisions which may change the

nature of NZX to shareholders for approval.

NZX conducts voting at its shareholder meetings by

way of a poll and on the basis of one share, one vote.

Further information on shareholder voting rights is set

out in NZX’s Constitution.

Notice of annual meeting

NZX’s annual meeting was held on 30 June 2017. The

notice of the meeting was released to the market on

2 June 2017.

From 2018, the notice of the annual meeting will also

be posted on NZX’s investor centre at least 28 days

prior to the meeting. The 2018 meeting will be held

on 13 April 2018 in Christchurch. An audio webcast

of the meeting will be made available to shareholders.

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Directors' Responsibility Statement

The directors are responsible for the preparation, in

accordance with New Zealand law and generally

accepted accounting practice, of financial statements

which give a true and fair view of the financial position

of NZX Limited and its subsidiaries (the NZX Group)

as at 31 December 2017 and the results of their

operations and cash flows for the year ended

31 December 2017.

The directors consider that the financial statements

of the NZX Group have been prepared using

accounting policies appropriate to the NZX Group’s

circumstances, consistently applied and supported

by reasonable and prudent judgments and estimates,

and that all applicable New Zealand Equivalents to

International Financial Reporting Standards have been

followed.

The directors are pleased to present the financial

statements of the NZX Group for the year ended

31 December 2017.

The financial statements were authorised for issue for

and on behalf of the directors on 16 February 2018.

J B Miller

Chairman of the Board

Dame Therese Walsh

Chairman of the Audit

and Risk Committee

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Financial

Statements

Income Statement ................................................40

Statement of Comprehensive Income ..................41

Statement of Changes in Equity............................41

Statement of Financial Position ............................42

Statement of Cash Flows.......................................43

Notes to the Financial Statements

1.Reporting entity and statutory base...............44

2.Intangible assets.............................................47

3.Goodwill..........................................................48

4.Impairment tests.............................................49

5.Segment reporting..........................................51

6.Gain and loss on disposal of businesses and

property, plant and equipment.......................52

7.Assets held for sale.........................................53

8.Adjustment to provision for earnout...............53

9.Operating revenue..........................................54

10.Operating expenses........................................55

11.Funds held on behalf of third parties..............56

12.Taxation...........................................................57

13.Earnings per share and net tangible assets

per share.........................................................58

14.Cash and cash equivalents, bank overdraft

and cash flow reconciliation............................60

15.Receivables and prepayments........................61

16.Property, plant and equipment.......................61

17.Trade payables................................................62

18.Other liabilities................................................63

19.Term loan........................................................63

20.Shares on issue...............................................64

21.Dividends........................................................64

22.Share based payments....................................65

23.Financial instruments .....................................66

24.Related party transactions..............................71

25.Lease commitments as leasee........................72

26.Contingent liabilities.......................................73

27.Capital commitments......................................73

28.Subsequent events.........................................73

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40The accompanying notes form an integral part of these financial statements

Income Statement

For the year ended 31 December 2017

Note

2017

$000

2016

$000

Total operating revenue975,32577,544

Operating expenses

Personnel costs(25,837)(29,853)

Information technology(7,807)(7,303)

Professional fees10(2,296)(5,593)

Marketing, printing and distribution(2,594)(3,064)

Funds expenditure(3,489)(3,660)

Other expenses10(4,299)(5,554)

Total operating expenses(46,322)(55,027)

Earnings before net finance expense, income tax, depreciation, amortisation and

impairment, adjustment to provision for earnout, gain and loss on disposal of

business and property, plant and equipment

29,00322,517

Interest income880943

Interest expense(1,303)(1,233)

Net gain/(loss) on foreign exchange95(83)

Net finance expense(328)(373)

Gain/(loss) on disposal of businesses and property, plant and equipment66(467)

Depreciation and amortisation expense(7,042)(7,936)

Impairment expense4(353)(793)

Adjustment to provision for earnout8(390)731

Profit before income tax20,89613,679

Income tax expense12(6,059)(4,497)

Profit for the year14,8379,182

Earnings per share

Basic (cents per share)135.53.4

Diluted (cents per share)135.53.4

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The accompanying notes form an integral part of these financial statements41

Statement of Comprehensive Income

For the year ended 31 December 2017

2017

$000

2016

$000

Profit for the year14,8379,182

Other comprehensive income recognised through equity

Foreign currency translation differences(53)5

Total other comprehensive income(53)5

Total comprehensive income for the year14,7849,187

Statement of Changes in Equity

For the year ended 31 December 2017

Note

Share

Capital

$000

Retained

Earnings

$000

Translation

Reserve

$000

Total Equity

$000

Balance at 1 January 201647,22828,76717376,168

Profit for the year-9,182-9,182

Foreign currency translation differences--55

Total comprehensive income for the year-9,18259,187

Transactions with owners recorded directly

in equity:

Dividends paid21-(16,094)-(16,094)

Issue of shares2069--69

Share based payments20345--345

Cancellation of non-vesting shares20(86)86--

Total transactions with owners recorded directly

in equity

328(16,008)-(15,680)

Balance at 31 December 201647,55621,94117869,675

Profit for the year-14,837-14,837

Foreign currency translation differences--(53)(53)

Total comprehensive income for the year-14,837(53)14,784

Transactions with owners recorded directly

in equity:

Dividends paid21-(16,104)-(16,104)

Share based payments20368--368

Cancellation of non-vesting shares20(473)473--

Total transactions with owners recorded directly

in equity

(105)(15,631)-(15,736)

Balance at 31 December 201747,45121,14712568,723

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42The accompanying notes form an integral part of these financial statements

Statement of Financial Position

As at 31 December 2017

Note

2017

$000

2016

$000

Current assets

Cash and cash equivalents1414,88110,804

Cash and cash equivalents - restricted1420,00020,000

Funds held on behalf of third parties1158,89070,847

Receivables and prepayments1510,94015,923

Total current assets104,711117,574

Non-current assets

Property, plant & equipment162,4443,259

Goodwill333,92935,764

Other intangible assets236,29037,367

Assets held for sale72,415-

Total non-current assets75,07876,390

Total assets179,789193,964

Current liabilities

Funds held on behalf of third parties1158,89070,847

Trade payables173,8105,632

Other liabilities1823,58013,803

Current tax liability12666591

Total current liabilities86,94690,873

Non-current liabilities

Non-current other liabilities18-9,093

Term loan1920,00020,000

Deferred tax liability124,1204,323

Total non-current liabilities24,12033,416

Total liabilities111,066124,289

Net assets68,72369,675

Equity

Share capital47,45147,556

Retained earnings21,14721,941

Translation reserve125178

Total equity attributable to shareholders68,72369,675

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The accompanying notes form an integral part of these financial statements43

Statement of Cash Flows

For the year ended 31 December 2017

Note

2017

$000

2016

$000

Cash flows from operating activities

Receipts from customers78,94274,784

Net interest (paid)/received(92)77

Payments to suppliers and employees(48,394)(53,463)

Income tax paid12b(6,072)(7,824)

Net cash provided by operating activities1424,38413,574

Cash flows from investing activities

Proceeds from the sale of associate-563

Cash acquired/(paid) on acquisition/disposal of businesses7(541)

Payments for property, plant and equipment(302)(1,105)

Payments for intangible assets(5,782)(5,886)

Net cash used in investing activities(6,077)(6,969)

Cash flows from financing activities

Proceeds from former CEO share scheme settlement22a1,874-

Dividends paid21(16,104)(16,094)

Net cash used in financing activities(14,230)(16,094)

Net increase/(decrease) in cash and cash equivalents4,077(9,489)

Cash and cash equivalents at the beginning of the year30,80440,293

Cash and cash equivalents at the end of the year1434,88130,804

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Notes to the Financial Statements

For the year ended 31 December 2017

1. Reporting entity and statutory base

Reporting entity


These financial statements are for NZX Limited (the Company) and its subsidiaries (together referred to as the

Group).

The Group operates New Zealand securities, derivatives and energy markets, including building and

maintaining the infrastructure on which they operate. It provides funds management services including

superannuation and Exchange Traded Funds (ETFs), as well as building and operating wealth management

platforms for other providers. It also provides a range of information and data to support market growth and

development in the securities and agricultural sectors.

The Company is incorporated and domiciled in New Zealand, registered under the Companies Act 1993 and

is an FMC reporting entity under the Financial Markets Conduct Act 2013 (FMCA). These financial statements

have been prepared in accordance with the Companies Act 1993 and the Financial Reporting Act 2013. The

Company is listed and its ordinary shares are quoted on the NZX Main Board.

Basis of preparation


These are the Group financial statements for the year ended 31 December 2017. They have been prepared

in accordance with New Zealand Generally Accepted Accounting Practice (NZ GAAP). They comply with New

Zealand equivalents to International Financial Reporting Standards (NZ IFRS) and other applicable Financial

Reporting Standards, as appropriate for profit oriented entities. The financial statements also comply with

International Financial Reporting Standards (IFRS).

The measurement basis adopted in the preparation of these financial statement is historical cost, modified

by the revaluation of certain financial instruments as identified in the accompanying notes. These financial

statements are presented in New Zealand Dollars ($), which is the Company’s functional currency. All financial

information presented in New Zealand dollars has been rounded to the nearest thousand, except when

otherwise indicated.

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Basis of consolidation


The Group financial statements are prepared by consolidating the financial statements of all the entities that

comprise the Group, being the Company and its subsidiaries. Consistent accounting policies across the

parent and all subsidiaries are employed in the preparation and presentation of the Group financial statements.

i.Business combinations

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the

date on which control is transferred to the Group. On acquisition, the assets, liabilities and contingent

liabilities of a subsidiary are measured at their fair values at the date of acquisition. In determining the fair

value of assets acquired, NZX assesses identifiable intangible assets including brands, intellectual property,

software, management rights and any other identifiable intangible assets using recognised valuation

methodologies and with reference to suitably qualified experts. Any excess of the cost of acquisition over the

fair values of the identifiable net assets acquired is recognised as goodwill.

ii.Investments in subsidiaries

Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the

consolidated financial statements from the date that control commences until the date that control ceases.

In preparing the Group financial statements all intercompany balances and transactions, and unrealised

profits arising within the Group are eliminated in full.

Accounting policies


Accounting policies that summarise the measurement basis used and are relevant to the understanding of the

financial statements are provided throughout the accompanying notes.

The accounting policies adopted have been applied consistently throughout the periods presented in these

financial statements.

A number of new standards, amendments to standards and interpretations are effective for annual periods

beginning after 1 January 2018, and have not been applied in preparing these financial statements. The

Group does not plan to adopt these standards early. The standards which are relevant to the Group are as follows:

i.NZ IFRS 9 Financial instruments - effective for reporting periods beginning on or after 1 January 2018

This standard has three main areas:

• Classification and measurement of financial assets and liabilities;

• Impairment of financial assets; and

• Hedge accounting

The Group has performed an initial assessment and based on the nature of its financial assets and financial

liabilities does not expect there to be any significant effect on the financial statements from adopting this standard.

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ii.NZ IFRS 15 Revenue from Contracts with Customers - effective for reporting periods beginning on or

after 1 January 2018

This standard contains new requirements for the recognition of revenue and involves an assessment of

performance obligations within contracts, allocation of the contract price to those performance obligations

and recognition of revenue as the performance obligations are satisfied.

The Group has performed an initial assessment of revenue recognition for a sample of its more complex

contracts which did not result in any change in the current revenue recognition for these contracts. Based on

this assessment the Group does not expect there to be any significant effect on the financial statements from

adopting this standard.

iii. NZ IFRS 16 Leases - effective for reporting periods beginning on or after 1 January 2019

This standard requires recognition of leases in the Statement of Financial Position through recognising a right

to use asset and corresponding lease liability. This also results in changes in the Income Statement with an

interest expense on the liability and depreciation of the asset replacing the rental expense.

An indication of the potential impact is derived from Note 25 Lease commitments as lease. This shows future

lease payments that will be classified differently in the Income Statement following application of the standard.

Presentational changes


Certain amounts in the comparative information have been reclassified to ensure consistency with the current

period's presentation.

Accounting estimates and judgements


The preparation of the financial statements in conformity with NZ IFRS requires management to make

judgements, estimates and assumptions that affect the application of accounting policies and the reported

amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates

and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are

recognised in the period in which the estimates are revised and in any future periods affected. The principal

areas of judgement, including information about assumptions and estimation uncertainties that have a

significant risk of resulting in a material adjustment within the next financial year, for the Group in preparing

these financial statements are set out in:

• note 2 - intangible assets

• note 3 - goodwill

• note 22 - share based payments

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2. Intangible assets

Intangible assets are initially measured at cost. The direct costs associated with the development of software

and website assets for internal use are capitalised where success is probable and the capitalisation criteria of

NZX's accounting policy and NZ IFRS are met. The cost of intangible assets acquired in a business

combination is their fair value at the date of the acquisition. Intangible assets with a finite life are amortised

from the date the asset is ready for use on a straight-line basis over its estimated life which is as follows:

• Software and websites: 3 — 9 years

• Brands, Trademarks, and rights to use Brands: 10 years

• Data archives, customer lists, databases, and other IP: 0 —10 years

• Management rights: 20 years

At each reporting date, the Group reviews the carrying amounts of its intangible assets to determine whether

there is any indication that those assets have suffered an impairment loss. This is outlined in note 4 below.

Where estimated useful lives or recoverable values have diminished due to technological change or market

conditions, amortisation is accelerated.

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Software

and

websites

$000

Brands,

Trademarks

and rights to

use Brands

$000

Data

archives,

customer

lists,

databases,

and other IP

$000

Management

rights

$000

Intangible

work in

progress

$000

Total

$000

Gross carrying amount

Balance at 1 January 201641,0707,9063,38718,1162,37172,850

Additions198---5,7625,960

Disposals(10,161)----(10,161)

Transfer from WIP2,406---(2,406)-

Balance at 31 December 201633,5137,9063,38718,1165,72768,649

Additions----5,7825,782

Disposals(601)----(601)

Transfer from WIP6,873---(6,873)-

Transfer to assets held for sale-(5,336)---(5,336)

Balance at 31 December 201739,7852,5703,38718,1164,63668,494

Accumulated amortisation &

impairment

Balance at 1 January 201628,0784,982-789-33,849

Amortisation expense5,474208167793-6,642

Impairment expense-793---793

Disposals(10,002)----(10,002)

Balance at 31 December 201623,5505,9831671,582-31,282

Amortisation expense4,728214195789-5,926

Impairment expense--277--277

Disposals(601)----(601)

Transfer to assets held for sale-(4,680)---(4,680)

Balance at 31 December 201727,6771,5176392,371-32,204

Net Book Value

As at 31 December 20169,9631,9233,22016,5345,72737,367

As at 31 December 201712,1081,0532,74815,7454,63636,290

3. Goodwill

Carrying amount

2017

$000

2016

$000

Balance at beginning of the year35,76435,764

Agri impairment(76)-

Transfer to assets held for sale(1,759)-

Balance at end of the year33,92935,764

A cash generating unit (CGU) to which goodwill has been allocated is tested for impairment annually, and

whenever there is an indicator of impairment based on the performance of the CGU relative to expected

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future performance and other relevant factors. For the year ended 31 December 2017, the directors have

carried out impairment tests (the key assumptions used are set out in note 4), which resulted in a $76,000

impairment of goodwill in the Agri business which has been classified as assets held for sale.

4. Impairment tests

Indefinite life intangible assets are reviewed for impairment annually. They are also reviewed for impairment

whenever there are indicators of impairment, as are finite life intangible assets.

A summary of the CGUs to which intangible assets have been allocated as at 31 December 2017 is outlined below:

Software &

websites

$000

Other finite

life

intangible

$000

Indefinite

life

intangible

$000

Work in

progress

$000

Total other

intangible

$000

Goodwill

$000

Total

$000

Cash generating unit

Clearing House6,942---6,942-6,942

Grain information unit1751,5776-1,7583,0084,766

Funds management34613,4062,34415116,24720,73036,977

Wealth Technologies411--4,0694,4801,4945,974

Energy2,247--3462,5937,72010,313

Direct data317551,458-2,2449773,221

Other

Other intangible assets301---301-301

Other computer software1,655--701,725-1,725

12,10815,7383,8084,63636,29033,92970,219

Impairment test


For the year ended 31 December 2017, the directors have reviewed all intangible assets for impairment using

discounted cash flow analysis, comparable EBITDA multiple analysis and/or other factors as appropriate to the

asset being tested. All impairment tests have been undertaken on a value in use basis.

Key assumptions used in the calculation of recoverable amounts in discounted cash flow analysis are

consistent with those used and disclosed in the financial statements for the year ended 31 December 2016

unless indicated otherwise. Discounted cash flow analysis using a forecast period of five years was used for

all CGUs, other than Energy where forecast periods of seven years (match the remaining contractual period)

and ten years (match the remaining contractual period plus three years potentially to be renewed) were both

used. The analysis also used an independently assessed WACC of 10.35% (2016: 10.35%) for New Zealand

CGUs and 12.76% (2016: 12.76%) for Australian CGUs (and were stress tested at higher rates). Terminal

growth rate used to extrapolate cash flow projections beyond five years is between 1.75% and 2%.

Management has assessed the long term economic outlook data available, and assessed that the use of a

terminal growth rate between 1.75% and 2% in 2017 were appropriate, consistent with the prior year. Where

relevant, EBITDA multiples were used to cross-check the discounted cash flow analysis for established businesses.

The review of the carrying values of goodwill and intangible assets has determined that all the CGUs have

recoverable amounts exceeding their carrying values, with the exception of the Agri business. NZX recognised

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an impairment expense of $353,000 (being $76,000 for Goodwill and $277,000 for intantible assets) in relation

to the Agri business. No other impairment charges are required at 31 December 2017. In 2016, NZX

recognised an impairment expense of $793,000 in relation to part of Agri publication business, which were

subsequently sold as part of the disposal of the Group's rural magazine titles sold in November 2016.

Further information on specific assumptions underlying the CGU discounted cash flow analysis is set out below.

a.Clearing House

Other than the general assumptions outlined above, the principal assumption on which the discounted cash

flows for this CGU are dependent is the future revenue growth rate. Future revenue growth is dependent on

growth in equity and dairy derivatives markets. Growth in equity markets has been forecast based on

historical growth rates, while dairy derivatives are expected to trade within a range of 1% to 50% (2016: 3%

to 36%) of their respective underlying markets by the end of the forecast period (currently this range is 1% to

58%). This assumption is based on trading statistics for similar derivative products in overseas markets and

NZX's five year strategic plan.

b. Grain information unit

Other than the general assumptions outlined above, the principal assumption on which the discounted cash

flows for the Grain Information Unit CGU are dependent is the future revenue growth rate which is assumed

to be 2.1%. The Company considers this reasonable based on historical experience.

c.Funds Management

Smartshares Limited acquired the management rights for SmartOZZY, SmartMOZY, and the SmartMIDZ funds

for a total value of $2,344,000. These are held in the Group accounts with an indefinite life, as there is no

expiry date for these rights and they are expected to apply indefinitely. Additionally the acquisition of

SuperLife Limited has resulted in additional management rights acquired of $15,772,000, which are held in the

Group accounts as a finite life asset to be amortised over 20 years and goodwill of $20,730,000. Other than

the general assumptions outlined above, the principal assumption on which the discounted cash flows are

dependent is the future level of funds under management which is assumed to grow between 3.0% pa to

18.0% pa during the explicit forecast period.

d. Wealth Technologies

Other than the general assumptions outlined above, the principal assumptions on which the discounted cash

flows for the Wealth Technologies CGU are dependent is the future revenue growth rate which is assumed to

be within a range of 10% to 195% during the forecast period. The Company considers this reasonable given

the start-up nature of Wealth Technologies and based on the continued interest from potential customers.

e.Energy

The carrying value of the Energy CGU is comprised mainly of a goodwill amount of $7,720,000. This business

has a significant reliance on service provider contracts it has in place with the Electricity Authority (EA) which

were renewed in late 2015 for the eight year period 1 May 2016 to 30 April 2024, with the EA having an

option to renew for a further 3 years. As a result of this renewal, NZX has certainty of minimum cash flows to

be received over the contract period which, and along with additional uncontracted consulting revenue,

support the current carrying value of the CGU.

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f.Direct data

Other than the general assumptions outlined above, the principal assumptions on which the discounted cash

flows for the Direct Data CGU are dependent is the future revenue growth rate which is assumed to be within

a range of 1.5% to 2% during the explicit forecast period. The Company considers this reasonable based on

historical experience.

5. Segment reporting

The Group has three revenue generating segments, as described below, which are the Group‘s strategic

business areas, and a Corporate segment which has no revenue but includes all costs that are shared across

the organisation. The reportable segments are:

• Markets - operator and regulator of securities and derivatives markets and provider of trading, post-trade

and data services for securities, derivatives and dairy products, as well as the provider of a central securities

depository. It also includes the Fonterra Shareholders' Market and the energy market business, which

comprises the contracts operated on behalf of the Electricity Authority. Following a strategy review

compeleted in November 2017, the Markets segment is further split into three main reportable business

units: Issuer Relationships, Secondary Markets, and Data & Insights. The new reporting structure will be

effective from January 2018.

• Funds Services - provider of superannuation, KiwiSaver and Exchange Traded Funds (ETF) and funds

administration platforms; and

• Agri - provider of information, news, data and analysis relating to the agriculture sectors in New Zealand

and Australia through printed publications and online services.

The Group’s CEO (the chief operating decision maker) reviews internal management reports for each of these

strategic areas on a regular basis. The Group’s revenue is analysed into each of the reportable segments.

Expenses incurred are allocated to these segments only if they are direct and specific expenses to one of the

three segments. The remaining expenses that relate to activities shared across the group are reported in a

Corporate segment.

The Group's assets and liabilities are analysed into each of the revenue generating segments, apart from

those assets and liabilities that are utilised on a shared basis, which are allocated to the Corporate segment.

Segmental information for the year ended 31 December 2017

Markets

$000

Agri

$000

Funds

Services

$000

Corporate

$000

Total

$000

Operating revenue52,3508,18414,791-75,325

Operating expenses(12,317)(6,427)(12,066)(15,512)(46,322)

Total segment result40,0331,7572,725(15,512)29,003

Segment assets110,8369,40449,53110,018179,789

Segment liabilities(66,047)(1,798)(15,471)(27,750)(111,066)

Net assets44,7897,60634,060(17,732)68,723

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Segmental information for the year ended 31 December 2016

Markets

$000

Agri

$000

Funds

Services

$000

Corporate

$000

Total

$000

Operating revenue53,57410,93813,032-77,544

Operating expenses(12,442)(10,148)(13,348)(19,089)(55,027)

Total segment result41,132790(316)(19,089)22,517

Segment assets124,73410,61746,82211,791193,964

Segment liabilities(77,875)(1,925)(15,525)(28,964)(124,289)

Net assets46,8598,69231,297(17,173)69,675

Geographical information

In presenting information on the basis of geographical segments, segment revenue is based on the

geographical location of customers. Segment non-current assets are based on the geographical location of the

assets.

Revenue

2017

$000

2016

$000

New Zealand61,46563,000

Australia4,8766,139

Other8,9848,405

Total revenue75,32577,544

Non-current assets

2017

$000

2016

$000

New Zealand71,34772,491

Australia3,7313,899

Total non-current assets75,07876,390

6. Gain and loss on disposal of businesses and property, plant and equipment

2017

$000

2016

$000

Gain on disposal of property, plant and equipment62

Loss on disposal of business - Clear Grain Exchange-(469)

6(467)

In 2016, the Group disposed of the business and assets of:

• Rural magazine publications Dairy Exporter and Country-Wide, effective 1 November 2016; and

• The Clear Grain Exchange, effective 1 December 2016.

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7. Assets held for sale

During 2017, management committed to a plan to sell part of the Agri and data services businesses.

Accordingly, those assets are presented as a disposal group held for sale. Efforts to sell the disposal group

have started and a sale is expected by mid 2018.

a.Impairment losses relating to the disposal group

Impairement losses of $353,000 for write-downs of the disposal group to the lower of its carrying amount and

its fair value have been recognised (refer to note 4).

b. Assets of disposal group held for sale

As 31 December 2017, the disposal group was stated at fair value and comprised the following assets:

2017

$000

2017

$000

2017

$000

NZ AgriData ServicesTotal

Goodwill1,4363231,759

Intangible assets544112656

Assets held for sale1,9804352,415

8. Adjustment to provision for earnout

At 30 June 2016, the Group reassessed the probability of meeting the earnout targets for NZX Wealth

Technologies and reduced the provision by $352,000. The Group subsequently reduced the provision by

$903,000 to nil at 31 December 2016 when it became clear that the targets would not be met. The earnout

deadline passed during the current year with no amount payable.

The earnout receivable from the sale of Link Market Services in 2015 was received in 2016 and $60,000 of

earnout provision was recognised to adjust the accrued earnout receivable in December 2016. No accrual

remains in respect of this item at 31 December 2016.

A provision for the final earnout payment for the acquisition of SuperLife was initially recognised in 2015 at

90% of the amount payable. At 31 December 2016 the provision was increased by $464,000 to 95%. As

31 December 2017 the provision was further increased by $390,000 to 100% reflecting the fact that funds

under management were greater than the 100% of the earnout target (refer note 18).

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9. Operating revenue

Revenue is recognised to the extent that it is probable that the economic benefit will flow to NZX and the

revenue can be measured reliably, regardless of when the payment is being made. Revenue is measured at

the fair value of the consideration received or receivable. The specific revenue recognition criteria for the

classes of revenue are as follows:

i.Markets:

(1) Issuer services consists of revenue from annual listing fees, initial listing fees, subsequent capital

raisings and regulatory services. Initial and subsequent listing fees are recognised when the listing

or subsequent capital raising event has taken place. Annual listing fees are billed on 30 June for the

following 12 month period and are recognised on a straight line basis over this 12 month period.

Fees for regulatory services are recognised when the service is provided.

(2) Revenue from the provision of energy post-trade systems and technology services and advisory and

related services is recognised over the period the service is provided.

(3) Participant services consist of annual participant fees and initial participant fees. Initial participant

fees are recognised when the participant's application has been approved. Annual participant fees

are billed on 30 June for the following 12 month period and are recognised on a straight line basis

over this 12 month period.

(4) Trading fees, from the trading of debt and equities securities, are recognised at trade date.

(5) Fees for debt and equity clearing and settlement, which are recognised at settlement date (currently

two days after initial trade date).

(6) Fees for the trading and clearing of derivatives and commodities are recognised at trade date. Fees

for derivative market settlement are recognised at settlement date (currently one day after contract

expiry date).

(7) Securities information revenue is recognised over the period the service is provided.

ii.Funds Services - revenue for the provision of funds services is recognised when the services are rendered.

iii. Agri - agricultural information revenue consists of subscriptions and advertising fees. Subscription

revenues are recognised on a straight line basis over the subscription period. Advertising revenues are

recognised when the advertisement is published.

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2017

$000

2016

$000

Listing fees13,90714,897

Other issuer services5861,144

Market operations9,76410,729

Total Issuer Relationships revenue24,25726,770

Participant services3,7683,592

Securities trading5,8175,765

Securities clearing5,9115,663

Dairy derivatives1,133706

Total Secondary Markets revenue16,62915,726

Securities information10,77110,406

Dairy data subscriptions693672

Total Data & Insights revenue11,46411,078

Markets operating revenue52,35053,574

Commodities trading-1,121

Agri information8,1849,817

Agri operating revenue8,18410,938

Wealth platform fees1,3431,405

Funds management13,44811,627

Funds Services operating revenue14,79113,032

Total operating revenue75,32577,544

10. Operating expenses

Professional fees comprise:

2017

$000

2016

$000

Legal expenses(263)(3,560)

Other professional fees(2,033)(2,033)

Total professional fees(2,296)(5,593)

Legal expenses for 2016 includes $3.0 million incurred in relation to the Ralec litigation. Final settlement was

reached between the parties to the dispute on 1 December 2016. No further legal expeses for Ralec occured

in 2017.

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Other expenses comprise:

2017

$000

2016

$000

Operating lease rental expense(1,530)(1,832)

Directors' fees(377)(370)

Remuneration paid to Group auditors(270)(321)

Remuneration paid to other auditors(3)(3)

Other operating expenses(2,119)(3,028)

Total other expenses(4,299)(5,554)

Remuneration paid to Group auditors

2017

$000

2016

$000

Audit and review of NZX Group and subsidiary statutory financial statements(122)(128)

Audit of statutory financial statements for funds managed by Smartshares Limited, an NZX subsidiary(105)(153)

Total audit fees(227)(281)

Annual operational audit of the Clearing House(33)(35)

Annual depository assurance engagement of New Zealand Depository Limited(5)(5)

Funds registry audit(2)-

Net Tangible Assets procedures engagement of Smartshares Limited(3)-

Total other audit related services(43)(40)

Total fees paid to the auditor(270)(321)

11. Funds held on behalf of third parties

2017

$000

2016

$000

Bond deposits1,4861,506

Collateral deposits41,90257,794

Funds held on behalf of clients15,50211,547

58,89070,847

The bond deposits represent balances deposited by issuers, required as a condition of listing on NZX's

markets. Funds lodged as bond deposits are interest bearing and are carried at the amounts deposited which

represent fair value. There is an equal and opposite amount disclosed under current liabilities for the total

amount repayable to issuers.

The collateral deposits represent balances deposited by participants to cover margins on outstanding

settlement obligations for cash market, stock lending transactions and derivative contracts. Funds lodged as

margin collateral are interest bearing and are carried at the amounts deposited which represent fair value.

Interest earned on collateral deposits is returned to participants and a collateral management fee is charged.

There is an equal and opposite amount disclosed under current liabilities for the total amount repayable to

participants.

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The funds held on behalf of clients represent balances deposited by participants in addition to their cash

collateral requirements. The funds are lodged in a non interest bearing account and are carried at the amount

deposited which represents fair value. There is an equal and opposite amount disclosed under current

liabilities for the total amount repayable to participants.

12. Taxation

a.Income tax expense recognised in profit or loss

2017

$000

2016

$000

Tax expense comprises:

Current tax expense6,4386,119

Prior period adjustment14-

Deferred tax relating to the origination and reversal of temporary differences(393)(1,622)

Total tax expense6,0594,497

The prima facie income tax expense on pre-tax accounting profit from operations reconciles to the income tax

expense in the financial statements as follows:

2017

$000

2016

$000

Profit before income tax expense20,89613,679

Income tax calculated at 28%(5,851)(3,830)

Non-deductible expenses(194)(667)

(6,045)(4,497)

Under provision of income tax in prior year(14)-

(6,059)(4,497)

b. Current tax liabilities

2017

$000

2016

$000

Balance at beginning of the year(591)(2,113)

Current year charge(6,402)(6,165)

Prior period adjustment255(137)

Tax paid6,0727,824

Balance at end of year(666)(591)

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c.Deferred tax liability

2017

$000

2016

$000

Balance at beginning of the year(4,323)(5,938)

Current year movement3921,622

Prior period adjustments(189)(7)

Balance at end of the year(4,120)(4,323)

Deferred tax balance comprises:

Employee entitlements691867

Doubtful debts111147

Property, plant and equipment, and software(5,026)(5,643)

Other104306

(4,120)(4,323)

d. Imputation credit account

2017

$000

2016

$000

Imputation credits available for use in subsequent reporting periods11,33212,694

13. Earnings per share and net tangible assets per share

i.Earnings per share

Basic earnings per share at 31 December 2017 is calculated by dividing the profit for the year by the weighted

average number of ordinary shares outstanding during the period. An adjustment to take into account the

shares issued under the Team and Results share plans (refer note 22) is made to weighted average number

of shares used in the calculation of the diluted earnings per share at 31 December 2017.

a. Basic earnings per share

2017

$000

2016

$000

Profit for the year ($000)14,8379,182

Weighted average number of ordinary shares for the purpose of earnings per share (in thousands)268,437267,914

Basic earnings per share (cents per share)5.53.4

b. Diluted earnings per share

2017

$000

2016

$000

Profit for the year ($000)14,8379,182

Weighted average number of ordinary shares for the purpose of earnings per share (in thousands)270,867269,696

Fully diluted earnings per share (cents per share)5.53.4

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ii.Net tangible assets per share

Basic net tangible assets per share at 31 December 2017 is calculated by dividing the net tangible assets at

31 December 2017 by the weighted average number of ordinary shares outstanding during the period. An

adjustment to take into account the shares issued under the Team and Results share plans (refer note 22) is

made to weighted average number of shares used in the calculation of the diluted net tangible asssets per

share at 31 December 2017.

a. Basic net tangible assets per share

2017

$000

2016

$000

Net assets68,72369,675

Less:

Goodwill(33,929)(35,764)

Other intangible assets(36,290)(37,367)

Assets held for sale(2,415)-

Net tangible assets(3,911)(3,456)

Weighted average number of ordinary shares for the purpose of net tangible assets per share (in

thousands)

268,437267,914

Basic net tangible assets per share (cents per share)(1.5)(1.3)

b. Diluted net tangbile assets per share

2017

$000

2016

$000

Net assets68,72369,675

Less:

Goodwill(33,929)(35,764)

Other intangible assets(36,290)(37,367)

Assets held for sale(2,415)-

Net tangible assets(3,911)(3,456)

Weighted average number of ordinary shares for the purpose of net tangible assets per share (in

thousands)

270,867269,696

Fully diluted net tangible assets per share (cents per share)(1.4)(1.3)

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14. Cash and cash equivalents, bank overdraft and cash flow reconciliation

a.Cash and cash equivalents

Cash comprises:

2017

$000

2016

$000

Cash at bank14,88110,804

Cash and cash equivalents14,88110,804

Cash at bank - restricted10,00010,000

Bank deposits - restricted10,00010,000

Cash and cash equivalents - restricted20,00020,000

Cash and cash equivalents - total34,88130,804

The restricted cash and cash equivalent balance at 31 December 2017 relates to balances held for risk capital

requirements by the Clearing House and is not available for general cash management use by the Group.

b. Bank overdraft facility

The Group has access to an overdraft facility which was established in 2015 to allow the Group flexibility in its

working capital management. The facility limit is $10.0 million and has no fixed expiry date. The bank may

cancel the facility by giving 30 days' written notice. The effective interest rate of the facility at 31 December

2017 was 3.93% (2016: 3.85%). The overdraft is undrawn at 31 December 2016 and 2017.

c.Reconciliation of profit for the year to net cash provided by operating activities

2017

$000

2016

$000

Profit for the year14,8379,182

Adjustments for:

Share based payment bonus accrual406470

Non cash interest expense on investing activity501357

Depreciation and amortisation expense7,0427,936

Impairment in intangible and goodwill353793

Disposal of assets(6)365

Provision for earnout390(731)

Decrease/(increase) in receivables and prepayments3,124(3,118)

(Decrease)increase in trade payables and other liabilities(2,135)1,457

Increase/(decrease) in current tax liability75(1,522)

(Decrease) in deferred tax liability(203)(1,615)

Net cash provided by operating activities24,38413,574

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15. Receivables and prepayments

Receivables and prepayments are initially recognised at the fair value of the amounts to be received. They are

subsequently measured at amortised cost (using the effective interest method) less impairment losses, if any.

2017

$000

2016

$000

Trade receivables7,1419,807

Provision for doubtful debts(403)(560)

6,7389,247

Sundry debtors1,5531,791

Prepayments2,2842,204

Accrued interest6676

Accrued income299746

Financial asset - current amount-1,859

Total current receivables and prepayments10,94015,923

The current financial asset at 31 December 2016 represented the loan owed by the former CEO under the

CEO share plan, as described in note 22 . The loan and interest were fully repaid by the former CEO in October

2017.

a.Movement in provision for doubtful debts

The Company maintains a provision for doubtful debts when there is objective evidence of its customers

being unable to make required payments and also makes a provision for doubtful debts on all balances

greater than 90 days overdue which have not been subject to review.

2017

$000

2016

$000

Balance at beginning of the year(560)(302)

Amounts written off during the year22-

Decrease/(increase) in provision recognised in profit or loss135(258)

Balance at end of the year(403)(560)

16. Property, plant and equipment

Property, plant and equipment is carried at cost less accumulated depreciation and impairment. The cost of

assets is the value of the consideration given to acquire the assets and the value of other directly attributable

costs incurred in bringing the assets to the location and condition necessary for their intended use.

Depreciation is recognised in the Income Statement and is calculated on a straight line basis so as to write off

the net cost of each asset over its expected useful life to its estimated residual value. Leasehold

improvements are depreciated over the period of the lease or estimated useful life, whichever is the shorter,

using the straight line method. The estimated useful lives, residual values and depreciation method are

reviewed at the end of each annual reporting period.

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The following estimated useful lives are used in the calculation of depreciation:

• Computer equipment: 3 - 7 years

• Furniture and equipment: 3 - 10 years

• Leasehold improvements: 5 - 10 years

• Motor vehicles: 3 years

Computer

equipment

$000

Furniture

and

equipment

$000

Leasehold

improvements

$000

Motor

Vehicles

$000

Total

$000

Net book value at 1 January 20167917451,926453,507

Additions during the year81916794251,105

Depreciation expense for the year(694)(320)(239)(41)(1,294)

Disposals during the year(37)(9)(7)(6)(59)

Net book value at 31 December 20168795831,774233,259

Additions during the year23864--302

Depreciation expense for the year(536)(319)(243)(18)(1,116)

Disposals during the year(1)---(1)

Net book value at 31 December 20175803281,53152,444

17. Trade payables

Trade payables and accruals are initially recognised at fair value less transaction costs (if any). They are

subsequently measured at amortised cost using the effective interest method.

2017

$000

2016

$000

Trade payables556607

Goods and services tax payable5861,090

Accrued expenses2,6633,834

Accrued interest5101

3,8105,632

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18. Other liabilities

2017

$000

2016

$000

Employee benefits5,0505,530

Unearned income8,5608,273

Deferred consideration on SuperLife acquisition9,970-

Total current other liabilities23,58013,803

Non current - deferred consideration on SuperLife acquisition-9,093

Total other liabilities23,58022,896

Deferred consideration on SuperLife acquisition

NZX acquired 100% ownership of SuperLife Limited, a provider of superannuation, KiwiSaver, and managed

investments products, effective 1 January 2015.

In addition to the initial consideration of $20 million, the sale and purchase agreement provided for

additional consideration of up to $15.0 million dependent on the retention and growth of SuperLife Funds

Under Management (FUM) over a three year period ending 31 December 2017. These further payments, if

targets were achieved, were $5.0 million of NZX ordinary shares at an issue price of $1.21 per share (issued

January 2016) and up to $8.0 million together with any interest payable in cash, dependant on the growth in

FUM over the three year earnout period.

The average FUM for December 2017 was $1.98 billion , which was greater than the 100% earnout target of

$1.57 billion, and the Group has accrued for 100% (2016: 95%) of the full $8.0 million together with

$1.97 million interest payable at 31 December 2017.

19. Term loan

2017

$000

2016

$000

Current--

Non-current20,00020,000

Total term loans20,00020,000

The $20.0 million term loan has an expiry date of 15 January 2020. The facility is unsecured and contains two

financial covenants which have been met throughout the year:

• The ratio of interest bearing debt to EBITDA shall not exceed 3.5 times; and

• The ratio of EBITDA to interest shall exceed 4.0 times.

The weighted effective interest rate at 31 December 2017 was 2.735% (31 December 2016: 2.60%).

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20. Shares on issue

The Company had 268,476,385 fully paid ordinary shares as at 31 December 2017 (2016: 268,315,689 fully

paid ordinary shares). The holders of ordinary shares are entitled to receive dividends as declared and are

entitled to one vote per share at meetings. Included within this total is 1,575,000 fully paid ordinary shares

(2016: 1,575,000 fully paid ordinary shares) originally issued under the CEO share plan as outlined in note 22 .

At 31 December 2017 the Company has 2,546,533 restricted shares (2016: 2,018,493 restricted shares) on

issue under the NZX Limited employee share plan - Team and Results held by entities within the Group. All

shares issued under the employee share plan are subject to transfer conditions and eligibility criteria before

they are able to vest as ordinary shares. Until those transfer conditions and/or eligibility criteria are met, none

are quoted on the NZX Main Board.

Movement in share capital

Number

$000

Balance at 1 January 2016263,919,54647,228

Issue of fully paid ordinary shares4,396,14369

Share based contingent consideration accrued-345

Non-vesting shares-(86)

Balance at 31 December 2016268,315,68947,556

Issue of fully paid ordinary shares160,696-

Share based payments-368

Non-vesting shares-(473)

Balance at 31 December 2017268,476,38547,451

21. Dividends

20172016

For year

ended

Cents per

share

Total $000Cents per

share

Total $000

Dividends declared and paid

March 201631 Dec 153.008,043

September 201631 Dec 163.008,051

March 201731 Dec 163.008,050

September 201731 Dec 173.008,054

Total dividends paid for the year6.0016,1046.0016,094

Refer to note 28 for details of the final 2017 dividend.

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22. Share based payments

a.Former CEO share plan

A CEO share scheme was in place under the former CEO's employment contract. The scheme continued in

place until its conclusion as part of the transition for the former CEO who resigned as an employee, effective

31 December 2016.

Pursuant to the terms of the scheme, 1,575,000 new ordinary shares were issued on 31 December 2012 at an

issue price of $1.19 per share, being the volume weighted average price of NZX shares for the 10 business

days ended on Friday 4 May 2012 (the business day immediately preceding the CEO's start date).

The issue price of the shares was funded by a loan from NZX, which incurred interest at NZX's cost of bank

funding. The shares were entitled to dividends and were held by a nominee wholly owned by NZX for the

duration of the scheme.

If over the period of the scheme NZX's total shareholder return (TSR) exceeded a margin of 1% over NZX's

weighted average cost of capital (to be determined annually by the board), the former CEO would have

received a taxable bonus equivalent to the amount of the loan and would have received a transfer of the

shares on full repayment of the loan and any accrued interest. For the purposes of determining the hurdle

rate, the initial 2012 issue price was set at $1.10, which was the price on the release day of the Interim results

for the period ended 30 June 2012 (20 August 2012) under the previous CEO. If the hurdle rate was not met,

then on expiry of the scheme the former CEO would not receive the bonus, would be required to repay the

loan from his own resources, and would receive a transfer of shares, or elect not to receive the shares and they

would be disposed of to repay the loan.

The Group historically accounted for the scheme in accordance with NZ IFRS 2 by calculating the fair value

of the shares and recognising this as an expense on a straight line basis over the five year term of the plan.

The total fair value was determined to be $383,000. The fair value was calculated by reference to an

independent valuation which was based on the following assumptions:

• Grant date: 2 August 2012

• Share price on grant date: $1.19

• Historic volatility (NZX share price): 29%

In October 2017, the Group assessed the CEO share scheme on vesting. The TSR over the scheme period

was 51.07%, which was below the 76.20% of WACC Hundle over the scheme period. The Performance Target

(TSR less the WACC Hurdle) was negative 25.13%. In accordance with the former CEO's employment

contract, as the Performance Target had not been met, the former CEO elected for the shares to be sold and

for the loan of $1,874,250 to be repaid with the proceeds in October 2017.

The Group reclassified within Equity the $383,000 fair value of the shares which was fully recognised prior to

2017. The former CEO share scheme was fully closed by 31 December 2017.

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b. Employee and other restricted shares

NZX Limited employee share plan - Team and Results


The NZX Limited employee share plan – team and results (Team and Results Plan) was implemented in May 2010.

Under the terms of the Team and Results Plan, NZX offers selected employees (Participants) non-participating

redeemable shares (Restricted Shares) which will be reclassified as NZX ordinary shares at the completion of

the term of the Team and Results Plan, subject to certain eligibility and transfer conditions.

Both the Team and Results components of the Team and Results Plan are offered on terms of three years.

If the eligibility or transfer conditions are not met, the Restricted Shares are redeemed by NZX. The proceeds

from the redemption of the Restricted Shares will be applied in repayment of the Loan, which will discharge

any obligation on the Participant to repay the Loan. Following redemption, the Participant will not receive any

entitlements, such as distributions or dividends, issued in respect of the Restricted Shares. The effect of this

is that the Participant receives no shares or cash and the Loan is repaid.

Details of Restricted Shares issued under the Team and Results Plan, transfers of shares to NZX employees and

redemptions of shares during the period are set out below:

Number of

shares

000

Average

share price

$

Balance at 1 January 20163161.21203

Shares issued2,3111.09303

Shares transferred to NZX employees(196)1.21429

Redemptions(412)1.06796

Balance at 31 December 20162,0191.10500

Shares issued9591.01668

Shares transferred to NZX employees(161)1.22981

Redemptions(271)1.19926

Balance at 31 December 20172,5461.05381

The Group reclassified within Equity $90,000 fair value of the Restricted Shares issued under the Result Plan

for 2014, which was recognised prior to 2017, as the performance target has not been met.

Total financial assistance provided by NZX under the Team & Results Plan as at 31 December 2017 was

$2,683,000 (2016: $2,231,000).

23. Financial instruments

The Group’s activities expose it to a variety of financial risks including credit risk, liquidity risk and market risk

(including foreign currency risk and interest rate risk).

The board of directors has overall responsibility for the establishment and oversight of the Group’s risk

management framework, including the management of financial risk. The board has established an Audit and

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Risk Committee (Committee), which is responsible for developing and monitoring the Group’s financial risk

management policies (except for those relating to clearing and settlement activities discussed below). The

Committee reports regularly to the board of directors on its activities.

The Group undertakes securities clearing and settlement activities for the listed equities, debt and derivatives

markets through its clearing house New Zealand Clearing and Depository Corporation Limited (NZCDC or the

Clearing House). These activities expose NZCDC and the Group to several significant financial risks.

Management of these risks is the responsibility of the Board of directors of NZCDC. The NZCDC Board

reports to the main NZX Board on a regular basis on its risk management activities.

The specific financial risks faced by the Group, the way in which they are managed and their impact on the

financial statements are discussed below:

a.Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails

to meet its contractual obligations. Credit risk arises from three principal sources:

• Receivables from customers arising in the normal course of business;

• Investment of surplus cash and Clearing House risk capital with financial institutions;

• Credit risk arising from the activities of the Clearing House, which is discussed separately in section (g).

Excluding Clearing House activities, NZX has no significant concentrations of credit risk from general

customers, with balances receivable spread across a broad portfolio of customers. NZX does not require

collateral to be provided against receivables incurred in the ordinary course of business, although listed

issuers and participants in NZX's equity and debt markets are required to provide a bond that may be called

upon in the event of default on financial obligations.

The status of trade receivables at the reporting date was as follows:

2017

$000

2016

$000

Not past due4,7064,818

Past due 0 - 30 days9841,514

Past due > 30 days1,4513,475

7,1419,807

In summary, trade receivables are determined to be impaired as follows:

2017

$000

2016

$000

Gross trade receivables7,1419,807

Individual impairment(94)(153)

Collective impairment(309)(407)

6,7389,247

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The movement in the allowance for impairment in respect of trade and other receivables during the year is set

out in note 15(a).

For investment of risk capital and surplus cash balances, NZX follows a treasury policy that requires

investments to be held only with high credit quality counterparties and sets limits on NZX's exposure to

individual counterparties. The counterparty limits are as follows:

• The greater of $10 million or 60% of cash and cash equivalents for registered banks that operate in New

Zealand with a minimum credit rating of AA-; and

• 30% of total cash and cash equivalents for other institutions with a minimum credit rating of A- (the total

exposure for other institutions cannot exceed 50% of the total cash and cash equivalents).

b. Foreign exchange risk

NZX primarily derives revenues and incurs expenses in local currencies (NZD for New Zealand operations and

AUD for Australian operations). In a minority of cases however, receipts and payments are in foreign

currencies (principally USD). NZX utilises foreign currency receipts to offset purchases denominated in foreign

currencies. The Company determines forward exposures, and considers these in line with internal policies and

procedures. It may enter into forward exchange agreements to keep any exposure to an acceptable level,

though no such contracts were considered necessary in the current or prior financial year. Monetary assets and

liabilities are kept to an acceptable level by buying or selling foreign currencies at the spot rate.

Foreign exchange risk also arises on the translation of NZX's investment in its Australian operations and

intercompany balances between the parent and these entities. NZX does not attempt to hedge this risk.

c.Interest rate risk

NZX is exposed to interest rate risk in that future interest rate movements will affect the interest that it pays

on borrowings and the cash flows and the market value of investment assets. NZX does not currently use any

derivative products to manage interest rate risk.

The Group's investment assets, particularly those designated as risk capital, are generally required to be

readily convertible into cash. These are therefore invested in short term interest bearing assets or held as bank

deposits at floating rates of interest. This reduces the risk of movements in the market value of financial

investments, but increases the Group's exposure to changes in cash flows as a result of shot term movements

in interest rates.

The interest period for the Term Debt ($20m) utilised to provide risk capital is set to match as closely as

possible the interest period for the related short term investments in which the risk capital is held, thus

minimising the net interest rate risk to the Group.

As at balance date, none of the Group's investments or term debt were subject to interest periods of greater

than three months.

An analysis of the sensitivity of the Group's earnings to movements in interest rates is shown below. As at

both 31 December 2017 and 2016 the Group's interest bearing assets exceeded its interest bearing

liabilities, hence an increase in interest rates would have had a positive impact on earnings.

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2017

$000

2016

$000

Effect on net interest income:

1% increase in interest rate386274

1% decrease in interest rate(386)(274)

This above information is calculated using the Group's cash balances, the Group's term debt, and the bank

balances of $22.2 million (2016: $15.7 million) held by the funds managed by the Group's subsidiary,

Smartshares Limited. The funds' bank balances are included in Smartshares Limited as the manager of these

funds is entitled to interest on amounts held in respect of distributions received (including distributions in

respect of securities on loan under any securities lending programme undertaken by the fund) and interest

earned on application monies.

d. Liquidity risk management

Liquidity risk is the risk that the Group will be unable to realise its assets on a sufficiently timely basis to meet

its financial liabilities as they fall due. Liquidity risk arises from the general activities of the Group as well as in

specific situations in the operation of the Clearing House. Clearing House liquidity risk is discussed in section

(g).

The Group manages its general liquidity risk by maintaining adequate cash reserves, maintaining a sufficient

term to maturity for its term borrowings and maintaining adequate overdraft facilities to provide it the

flexibility to absorb predicted variability in cash flows. It continuously monitors forecast and actual cash flows

to assist with determining the appropriate levels of cash reserves and borrowing capacity.

The table below summarises the Group's exposure to liquidity risk based on the undiscounted contractual

cash flows and maturities of term debt.

Term loan

Total

contractual

cash flows

$000

Less than 1

year

$000

1-2 years

$000

2-5 years

$000

More than 5

years

$000

31 December 2017(20,571)(547)(20,024)--

31 December 2016(21,040)(520)(20,520)--

e.Accounting classification and fair values

The fair value of the financial instruments, which comprise cash and cash equivalents, funds held on behalf of

third parties, receivables, trade payables, other liabilities and term loans, approximates their carrying

amounts in these accounts.

f.Energy Clearing House

NZX, through its subsidiary Energy Clearing House Limited (ECH), is the electricity-market operation service

provider responsible for ensuring that market participants pay or are paid the correct amount for the

electricity they generated or consumed during the previous month. ECH also manages the prudential security

requirements of participants, intended to ensure payers can meet their obligations in the market.

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At 31 December 2017, ECH has outstanding payables and receivables for the purchase and sale of electricity,

and the settlement of transmission losses. These items are not recorded in the Group’s statement of financial

position, because the energy market participants have accepted the risks associated with electricity settlement.

In discharging its obligations under the Electricity Industry Participation Code, ECH is required to ensure that

purchasers maintain adequate levels of prudential security. Participants can comply with this obligation in a

number of ways, including third party guarantees, letters of credit and deposits of cash with the ECH.

ECH holds cash deposit security on trust, and does not recognise the security provided in its statement of

financial position. There was $7,954,222 cash held from such deposits at 31 December 2017 (2016: $11,789,209).

g. Clearing House counterparty credit risk

The Clearing House acts as a central counterparty to trades on NZX's financial products markets. Trades that

enter the Clearing House are immediately novated such that the Clearing House becomes the buyer to every

sell trade and the seller to every buy trade. As buy and sell settlement transactions that are novated to the

Clearing House offset each other, the Group is not directly exposed to price movements in the underlying

equities or derivatives.

For the period between trade date and settlement date, the Clearing House is exposed to credit risk on the

buy trade as participants could default on their obligations to deliver cash in exchange for the securities

acquired by the Clearing House on the buy side of the trade.

Should the buying participant fail to deliver cash, the Clearing House must still meet its obligation to buy the

securities from the selling participant. In this instance the Clearing House is subject to liquidity risk as it may

be unable to realise sufficient cash to pay for the securities it is acquiring.

If the buying participant defaults on its obligation to deliver cash and the Clearing House acquires the

securities, it then becomes exposed to market price risk on the securities acquired. If the price of the

securities falls, the Clearing House would incur a loss on the disposal of those securities.

Credit risk

Counterparty credit risk is primarily managed in two ways. Firstly, through imposing requirements on

participants, including minimum capital adequacy requirements, that aim to ensure that participants maintain

sufficient capital and liquidity to meet their obligations to the Clearing House on an ongoing basis. Secondly,

through calculating margin requirements on participants' open positions and requiring participants to post

this margin as collateral as security for the trades. Margin requirements are calculated for each participant

based on that participant’s unsettled transaction in each security. Margin rates for each security are based on

the underlying characteristics of the security and its price volatility. Margin requirements are calculated on a

daily basis using current market prices. Each day, margin requirements are compared to collateral held and a

margin call made where necessary. Participants are then required to post additional eligible collateral.

Eligible collateral includes cash and securities (including S&P/NZX 50 listed securities). Financial products

provided as collateral are subject to a prudential value discount, commonly referred to as a "haircut".

The Group is also exposed to counterparty credit risk through New Zealand Clearing Limited (NZCL) by acting

as central counterparty for securities lending transactions. As NZCL is exposed to the full principal value of

each loan, NZCL requires collateral to be posted equal to 105% of the loan. All loans are revalued on a daily

basis and additional collateral required where appropriate.

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Liquidity risk

Liquidity risk is managed through a combination of the collateral held from participants, the Clearing House's

own cash reserves and a specific liquidity facility which provides short term liquidity in the event of a

participant default.

Collateral from the defaulting participant would be applied towards meeting the settlement obligations on the

other side of the trade. The Clearing House also holds risk capital in cash and highly liquid investments, which

is available to meet the obligations of defaulted transactions. As at 31 December 2017 the Clearing House

held risk capital of $20 million (31 December 2016: $20 million). In addition, on 30 December 2014 the

Clearing House entered into an agreement with a major New Zealand fund manager to provide liquidity

support in the form of $50 million of securities or cash. Use of this facility is limited to situations where a

participant default has occurred. The Clearing House may access the facility to obtain liquidity in the form of

securities or cash, collateralised against cash or eligible securities provided by the Clearing House to the Fund

Manager. The facility was for an initial term of two years ending December 2016. This has been extended for

another two years ending December 2018.

Market risk

The risk that the Clearing House will realise a loss from liquidating securities that it becomes the owner of as

a result of a participant default is managed by maintaining sufficient participant collateral and risk capital to

absorb projected losses. Any losses incurred are initially funded from the defaulting participant's margin

collateral. Should this be insufficient to cover the losses, then these must be met from the Clearing House's

own risk capital. The Clearing House regularly stress tests clearing participant exposures against the total

amount of margin collateral and risk capital resources.

Clearing balances outstanding

As at 31 December 2017, NZCL has a right to receive $6.328 million (2016: $5.610 million) from Clearing

Participants and an obligation to pay $6.328 million (2016: $5.610 million) to Clearing Participants for the

settlement of cash market transactions. All of these outstanding transactions were settled subsequent to

31 December 2017. The aggregate absolute value of all net outstanding cash market settlement transactions

at 31 December 2017 was $58.047 million (2016: $58.613 million). In addition, at 31 December 2017, the

total value of outstanding securities loans was $0.862 million (2016: $1.605 million) and the absolute notional

value of open derivative contracts was US$124.31 million (2016: US$128.71 million) and NZD$187.71 million

(2016: NZD$103.06 million).

Cash collateral held to cover these outstanding settlement positions at 31 December 2017 was

$29.790 million (2016: $35.707 million). In addition, at 31 December 2017 no collateral (2016: $nil) was held

by way of performance bonds.

24. Related party transactions

a.Transactions with key management personnel

Key management personnel comprises the Group’s senior management team. Key management personnel

compensation comprised the following:

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2017

$000

2016

$000

Short-term employee benefits3,7414,177

Share-based payments156141

Resignation benefits1381,305

4,0355,623

b. Transactions with directors and other entities NZX directors are associated with

The Company regularly enters into transactions under normal commercial terms and conditions with other

entities that some of the directors may sit on the board of or are employed by.

Directors fees for the year were $377,000 (2016: $370,000) and have been included in other expenses (note 10 ).

c.Transactions with other related parties

2017

$000

2016

$000

Transactions with related parties

Interest on receivable from former CEO66106

Settlement for former CEO share scheme1,874-

Balances with related parties

Current receivable from former CEO-1,877

d. Transactions with managed funds

Management fees are received from the funds managed by wholly owned subsidary Smartshares Limited and

are shown in the Income Statement as funds management revenue. Management fees were also received from

the funds managed by wholly owned subsidary SuperLife Limited which was amalgamated into Smartshares

Limited on 9 November 2016.

25. Lease commitments as leasee

Non-cancellable operating lease payments

2017

$000

2016

$000

Non-cancellable operating lease payments:

Up to 1 year1,8311,927

1 - 2 years1,7481,827

2 - 5 years2,1363,852

> 5 years--

5,7157,606

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The Group leases a number of office premises under operating leases. The leases have a remaining period

of between one to five years, with options to renew beyond the initial expiry date.

26. Contingent liabilities

In the normal course of business the company may be subject to actual or possible claims and court

proceedings. An assessment of the likely losses that may arise from these matters has been made and no

provision is deemed necessary.

27. Capital commitments

2017

$000

2016

$000

Capital expenditure commitments:

Software development34710

34710

28. Subsequent events

Dividend

Subsequent to balance date the board declared a second half 2017 dividend of 3.10 cents per share, to be

paid on 23 March 2018 (with a record date of 9 March 2018).

SuperLife earnout

The Group and the Aventine Group Limited reached an agreement in January 2018 that the Superlife earnout

payment amount is $9,969,932 (being $8,000,000 earnout plus $1,969,932 interest). The Group paid

$9,418,351 to the Aventine Group Limited on 1 February 2018 net of $551,581 resident withholding tax on

the interest, which the Group will pay to the IRD in March 2018. Refer to Note 18 for details of SuperLife

earnout calculation.

Farmers Weekly

As noted above, NZX has entered into a non-binding indicative term sheet in relation to a possible disposal

of Farmers Weekly. No gain or loss is expected to result from the sale, should all the conditions be met.



© 2018 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent

member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.


Independent Auditor’s Report

To the shareholders of NZX Limited

Report on the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of NZX Limited (the Company)

and its subsidiaries (the Group) on pages 40 to 73:

i. present fairly in all material respects the Group’s

financial position as at 31 December 2017 and

its financial performance and cash flows for the

year ended on that date; and

ii. comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

— the consolidated statement of financial position

as at 31 December 2017;

— the consolidated income statement,

statements of comprehensive income, changes

in equity and cash flows for the year then

ended; and

— notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the group in accordance with Professional and Ethical Standard 1 (Revised) Code of

Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the

International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the

IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the Group in relation to regulatory assurance. Subject to certain

restrictions, partners and employees of our firm may also deal with the Group on normal terms within the

ordinary course of trading activities of the business of the Group. These matters have not impaired our

independence as auditor of the Group. The firm has no other relationship with, or interest in, the Group.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and on the consolidated financial statements as a whole. The materiality for the consolidated financial

statements as a whole was set at $1 million determined with reference to a benchmark of Group profit before

tax. We chose the benchmark because, in our view, this is a key measure of the Group’s performance.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit

of the consolidated financial statements in the current period. We summarise below those matters and our key

audit procedures to address those matters in order that the shareholders as a body may better understand the

process by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely

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for the purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not

express discrete opinions on separate elements of the consolidated financial statements

The key audit matter How the matter was addressed in our audit

Goodwill and other intangible assets impairment assessment ($70 million, note 4 of the financial

statements)

NZX’s goodwill and other intangible

assets arise from acquisitions and

subsequent IT investments and

relate to a number of different cash

generating units (CGU’s) as

described in note 4 of the financial

statements.

The goodwill and other intangible

assets are quantitatively significant

and the valuation models used in the

impairment tests include a range of

subjective assumptions about the

future performance of the cash

generating units.

We focussed on the impairment

tests for the CGUs that we

considered to have a higher risk of

impairment. This assessment was

primarily based on the level of

judgement involved in the underlying

valuation model and market

conditions for the relevant CGU. The

CGUs we considered to be higher

risk were Energy, Agri, Funds

Management and Wealth

Technologies.

For the CGUs we determined to have a higher risk of impairment, we

compared the cash flow forecasts to budgets and assessed forecasting

accuracy by comparing current year actual performance to prior year

budgets. The budgets covered one year but the forecasts used in the

valuation models generally extend to five years. The period beyond the

budgets were therefore of particular focus for our additional procedures

described below.

We reviewed and tested the significant assumptions applied to the

revenue forecasts including comparing the forecasts to contractually

receivable amounts, industry/market statistics or forecast inflation

rates.

We assessed the cost forecasts against forecast inflation rates and

managements business plans for the CGUs.

We also compared the discount rate used to our own independently

determined rate and compared terminal growth rates to long term

forecast inflation rates.

As a cross check we compared the valuations to the market, using

comparable businesses (where available) and their earnings or funds

under management multiples.

As an overall test we also compared the Group’s net assets as at 31

December 2017 of $69 million to its market capitalisation of $301

million at 31 December 2017, and noted implied headroom of $232

million.

Based on our analysis, the assumptions and judgements used by the

Directors in the Group’s impairment assessment were within

acceptable ranges and in line with the current market views. We did not

identify any material issues with the carrying value of the goodwill or

intangible assets.

Other information

The Directors, on behalf of the Group, are responsible for the other information included in the entity’s Annual

Report. Other information includes the 2017 Highlights, Chairman’s report, CEO’s Report, Management

Commentary, disclosures relating to corporate governance and statutory information. Our opinion on the

consolidated financial statements does not cover any other information and we do not express any form of

assurance conclusion thereon.

In connection with our audit of the consolidated financial statements our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially

misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been

undertaken so that we might state to the shareholders those matters we are required to state to them in the

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independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept

or assume responsibility to anyone other than the shareholders as a body for our audit work, this independent

auditor’s report, or any of the opinions we have formed.

Responsibilities of the Directors for the consolidated financial

statements

The Directors, on behalf of the Company, are responsible for:

— the preparation and fair presentation of the consolidated financial statements in accordance with generally

accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial

Reporting Standards) and International Financial Reporting Standards;

— implementing necessary internal control to enable the preparation of a consolidated set of financial

statements that is fairly presented and free from material misstatement, whether due to fraud or error; and

— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless they either intend to liquidate or to

cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial

statements

Our objective is:

— to obtain reasonable assurance about whether the consolidated financial statements as a whole are free

from material misstatement, whether due to fraud or error; and

— to issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance

with ISAs NZ will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of these

consolidated financial statements.

A further description of our responsibilities for the audit of these consolidated financial statements is located at

the External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor's report is Graeme Edwards.

For and on behalf of



KPMG

Wellington

16 February 2018



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Statutory
Information

Photo by Kieran Scott, Minaret Station

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1. Business operations

There have been no changes in the core business

undertakings of the Company or its subsidaries during

the year. Subsequent to balance date, NZX has

entered into a non-binding indicative Term Sheet for

the disposal of its rural newspaper (Farmers Weekly),

expected to be effective, 1 April 2018.

2. Interests register

NZX is required to maintain an interests register in

which particulars of certain transactions and matters

involving the directors must be recorded.

3. Directors interests

The directors have declared interests in the following

entities. Where (R) is shown next to an entity, this

denotes that the director has ceased to have that

interest during 2017.

Director

InterestEntity

Frank

Aldridge

DirectorCIP Cash Management

Nominees Limited

DirectorCIP Holdings Limited

DirectorCIP Nominees No 1 Limited

DirectorClaybrook Holdings Limited

(Personal)

DirectorCraigs Investment Partners

Limited

DirectorCraigs Investment Partners

Portfolio Lending Limited

DirectorCraigs Investment Partners

Superannuation Limited

DirectorDEL Management Limited

DirectorDeutsche Craigs Limited

DirectorGreenslades Limited

DirectorHendry Nominees Limited

DirectorHotwater Nominees Limited

DirectorNZSIF Management Limited

DirectorPohutukawa Nominees

Limited

DirectorQuayStreet Asset

Management Limited

ChairmanWilsons Holding Co Pty

Limited

DirectorInterestEntity

Nigel

Babbage

Vice Chairman

& Founder

Mohua Charitable Trust

ChairNew Zealand Conservation

Trust

Vice Chairman

& Founder

South Island Kokako

Charitable Trust

Richard

Bodman

DirectorForsyth Barr Cash

Management Nominees

Limited

DirectorForsyth Barr Custodians

Limited

Compliance

consultant

General

DirectorNew Zealand Clearing and

Depository Corporation

Limited

Alison Gerry*DirectorAsteron Life Limited

DirectorInfratil Limited

TrusteeMichael Hill International

Violin Competition

DirectorNew Zealand Clearing and

Depository Corporation

Limited

DirectorSpark New Zealand Limited

DirectorVero Insurance New Zealand

Limited

DirectorVero Liability New Zealand

Limited

Jon

Macdonald

TrusteeNew Zealand Technology

Training Charitable Trust

DirectorOld Friends Limited

DirectorPaystation Limited

DirectorTMG Trustee Limited

DirectorTrade Me Comparison Limited

CEOTrade Me Group Limited

DirectorTrade Me Limited

James MillerDirectorAccident Compensation

Corporation

DirectorAuckland International Airport

Limited

DirectorMercury NZ Limited

DirectorMighty River Power Limited (R)

Neil Paviour-

Smith**

DirectorChartered Accountants

Australia and New Zealand

DirectorForsyth Barr Limited

DirectorForsyth Barr Group Limited

and Associated Companies

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DirectorInterestEntity

DirectorLeveraged Equities Finance

Limited

Board MemberNew Zealand Institute of

Chartered Accountants

Regulatory Board

Pro ChancellorVictoria University of

Wellington

Dr Patrick

Strange

DirectorAuckland International Aiport

Limited

ChairmanChorus Limited

DirectorEndeavour Energy (NSW,

Australia) (R)

DirectorEssential Energy (NSW,

Australia)

DirectorMercury NZ Limited

DirectorNew Zealand Clearing and

Depository Corporation

Limited (R)

Dame

Therese

Walsh

DirectorAir New Zealand Limited

DirectorASB Bank Limited

DirectorFreeview Television Limited

MemberMajor Events Investment

Panel, MBIE

DirectorNZOOM Limited

MemberStrategic Risk and Resilience

Advisory Board, DPMC (R)

Director and

Chairman

Television New Zealand

Limited

DirectorTVNZ International Limited

DirectorTVNZ Investments Limited

Council

Member

Victoria University of

Wellington

AmbassadorWellington Homeless

Woman’s Trust

TrusteeWellington Regional Stadium

Trust

* Alison Gerry resigned as a director of NZX Limited on 13 April

2017

** Neil Paviour-Smith resigned as a director of NZX Limited on

30 June 2017

*** Lindsay Wright's appointment as a director of NZX Limited is

effective 20 February 2018 and therefore interests have not been

disclosed

4. Information used by director

There were no notices from directors of the Company

requesting to disclose or use Company Information

received in their capacity as directors that as directors

that would not otherwise have been available by them.

5. Directors’ remuneration

The total remuneration available for directors is fixed

by shareholders. The annual fee pool limit is $435,000

and has not been increased since it was approved by

shareholders at the annual meeting in April 2012. In

accordance with the Listing Rules, this amount may

be proportionately increased to pay additional

directors an amount that does not exceed the average

amount paid to directors.

The current fees paid to NZX directors are $50,000

per annum for directors and $100,000 for the Chair.

No additional fees are paid for Committee

memberships. During 2017 Nigel Babbage, acted as

a non-director member of the NZX Clearing

Committee, prior to his appointment as a director of

NZX Limited. Nigel was paid $3,985 during 2017, this

was not paid out of the directors’ annual fee pool.

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DirectorRole

Board

fees

NZCDC

fees

Clearing

Committee

feesTotal

Frank

Aldridge

Director$33,276––$33,276

Nigel

Babbage

Director$1,785–$3,985$5,770

Richard

Bodman

Director$35,926$7,185–$43,111

Alison

Gerry*

Director$14,306$2,861–$17,167

Jon

Macdonald

Director$50,000––$50,000

James

Miller

Chairman$100,000––$100,000

Neil

Paviour-

Smith**

Director$25,000––$25,000

Dr Patrick

Strange***

Director$50,000$6,032–$56,032

Dame

Therese

Walsh

Director$50,000––$50,000

Total$360,293$16,078$3,985$380,356

* Alison Gerry resigned as a director of NZX Limited on 13 April

2017

** Neil Paviour-Smith resigned as a director of NZX Limited on

30 June 2017

*** Dr Patrick Strange resigned as a director of New Zealand

Clearing and Depository Limited on 7 August 2017

6.Indemnification and insurance of

directors and officers

NZX pays premiums in respect of directors’ liability

insurance. The policies do not specify a premium for

individuals.

The insurance provides cover against costs and

expenses involved in defending legal actions and any

damages or judgments awarded or entered against

the individual, settlements negotiated and any legal

costs or expenses awarded against the individual

arising from a liability to persons (other than the

company or a related body corporate) incurred in

their position as a director unless the conduct involves

a wilful breach of duty, improper use of inside

information or position to gain any profit or advantage

or any criminal, dishonest, fraudulent or malicious acts

or omissions or any knowing or wilful violation of any

statute or regulation.

NZX has granted indemnities to NZX directors and

NZX appointed directors of operating subsidiaries in

relation to potential liabilities and costs they may incur

for acts or omissions in their role as a director of NZX

or an NZX subsidiary. Similar exclusions to those

described in the previous paragraph on insurance apply.

7. Subsidiary Company directors

The directors of all NZX subsidiaries during the year

are as follows.

Clearing House entities


New Zealand Clearing and Depository Corporation

Limited

Alison Gerry – (Independenet director, ceased to hold

office 13 April 2017)

Richard Bodman – (Ceased to hold office 7 August

2017; reappointed 27 October 2017)

Dr Patrick Strange – (Independent director, ceased to

hold office 7 August 2017)

Bevan Miller – (Ceased to hold office 27 October 2017)

Mark Peterson

Benjamin Phillips

New Zealand Clearing Limited

Mark Peterson

New Zealand Depository Limited

Mark Peterson

New Zealand Depository Nominee Limited

Benjamin Phillips

Other NZX subsidiaries


Energy Clearing House Limited

Benjamin Phillips

Smartshares Limited

Bevan Miller – (Ceased to hold office 27 October 2017)

John Williams – (Independent director)

Guy Elliffe – (Independent director)

Mark Peterson

Paul Baldwin

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81

NZX Wealth Technologies Limited

Bevan Miller – (Ceased to hold office 27 October 2017)

Paul Baldwin

Mark Peterson

NZX Profarmer Australia Pty Limited

Ron Storey – (Ceased to hold office 1 July 2017)

Bevan Miller – (Ceased to hold office 27 October 2017)

Hannah Janson

Jeremy Anderson

NZX Agri Advisors Pty Limited

Ron Storey – (Ceased to hold office 1 July 2017)

Bevan Miller – (Ceased to hold office 27 October 2017)

Hannah Janson

Jeremy Anderson

NZX Rural Limited

Bevan Miller –(Ceased to hold office 27 October 2017)

Jeremy Anderson

New Zealand Exchange Limited

Bevan Miller – (Ceased to hold office 27 October 2017)

Hamish Macdonald

NZX Executive Share Plan Nominees Limited

Mark Reese (Independent director)

NZX Holding No. 4 Limited

Bevan Miller – (Ceased to hold office 27 October 2017)

Hamish Macdonald

NZX Share Scheme Nominee Limited

Bevan Miller – (Ceased to hold office 27 October 2017)

Hamish Macdonald

TZ1 Limited

Bevan Miller – (Ceased to hold office 27 Ocotber 2017)

Shane Dinnan

Mandela Investments Limited

Deregistered 7 July 2017

MXF Nominees Limited

Deregistered 10 July 2017

Fundsource Limited

Deregistered 1 May 2017

NZX CPL Nominee Limited

Deregistered 10 July 2017

NZX Holding No. 3 Limited

Deregistered 10 July 2017

Tane Nominees Limited

Deregistered 10 July 2017

The directors of NZX’s subsidiary companies who are

not NZX employees or directors of NZX Limited, have

declared interests in the following entities:

Subsidiary

directorInterestEntity

Guy ElliffeCorporate

Governance

Manager

Accident

Compensation

Corporation

Mark ReesePartnerChapman Tripp

John WilliamsInvestment

Manager

Trust Investments

Management Limited

NZX employees do not receive additional

remuneration for acting as directors of subsidiary

companies.

The total amount of remuneration and other benefits

to which independent directors of an NZX subsidiary

was entitled during 2017 is as follows:

Subsidiary director

Remuneration

Guy Elliffe$30,000

John Williams$30,000

Fees earned by NZX Limited directors for acting as

independent directors of New Zealand Clearing and

Depository Corporation Limited are set out in section

five.

8. Donations

During the year NZX made donations to charitable

organisations of $16,370.

9. Employee remuneration

The table below sets out the number of NZX Group

employees and former employees who received

remuneration and other benefits, including non-cash

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82

benefits and share-based remuneration in excess of

$100,000 per annum. This information is based on all

amounts received by the employees during the

calendar year and therefore includes bonus payments

that relate to the 2016 year (where applicable).

Directors are not included in the table below. Their

remuneration is set out separately in section 5.

Remuneration rangeEmployees

100,000 – 109,99914

110,000 – 119,99917

120,000 – 129,9997

130,000 – 139,9995

140,000 – 149,9995

150,000 – 159,9997

160,000 – 169,9996

170,000 – 179,9994

180,000 – 189,9993

190,000 – 199,9992

200,000 – 209,9992

210,000 – 219,9994

220,000 – 229,9993

230,000 – 239,9991

240,000 – 249,9991

250,000 – 259,9991

290,000 – 299,9992

300,000 – 309,9991

340,000 – 349,9991

370,000 – 379,9991

480,000 – 489,9991

530,000 – 539,9991

620,000 – 629,9991

10. Director transactions in securities of

the Parent Company

Director

Securities held (legally and

beneficially) at 31 December 2017

Frank Aldridge50,000

Nigel Babbage11,700,000

Richard Bodman10,000

Jon Macdonald75,000

James Miller120,000

Dr Patrick Strange35,000

Dame Therese Walsh50,000

11. Auditors

The external auditor of the parent company and the

Group is KPMG. They provide audit and other

services, for which their remuneration in 2017 was as

follows:

Group $000

Audit of the financial statements227

Other audit related fees43

Non-audit services–

Total270

12. Top 20 security holders

The following table shows the names and holdings

of the 20 largest holdings of the securities of the

Company at 31 December 2017.

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83

Investor name

Shares

held

% of

issued

shares

HSBC Nominees (New Zealand)

Limited

26,477,2659.86

Citibank Nominees (NZ) Ltd18,130,2366.75

Accident Compensation Corporation13,730,3195.11

Aventine Group Limited12,396,6954.62

HSBC Nominees (New Zealand)

Limited

11,724,3864.37

Nigel Babbage & Philippa Babbage11,700,0004.36

Premier Nominees Limited10,846,1754.04

FNZ Custodians Limited9,041,3643.37

BNP Paribas Nominees NZ Limited6,093,2172.27

David Mitchell Odlin5,848,0002.18

Investment Custodial Services Limited4,906,0041.83

New Zealand Permanent Trustees

Limited

3,926,3661.46

Forsyth Barr Custodians Ltd3,922,2611.46

JPMorgan Chase Bank3,563,3381.33

Custodial Services Limited3,423,7471.28

New Zealand Superannuation Fund

Nominees Limited

2,815,2931.05

Custodial Services Limited2,211,5300.82

National Nominees New Zealand

Limited

2,195,3750.82

Tea Custodians Limited2,123,4560.79

Leveraged Equities Finance Limited2,012,7960.75

Total157,087,82358.52

13. Spread of ordinary shareholders as at

31 December 2017

SHAREHOLDERS

SHARES

Size of holdingNumber%Number%

1-1,0002877.78175,6150.07

1,001-5,00070119.002,322,5790.87

5,001-10,00094225.547,564,2872.82

10,001-50,0001,38637.5730,734,67111.45

50,001-100,0002105.6915,007,4055.59

Greater than 100,0001634.42212,671,82879.20

Total3,689100268,476,385100

14. Substantial product holders

The following information is given pursuant to section

293 of the Financial Markets Conduct Act 2013

(FMCA). According to NZX’s records and disclosures

made pursuant to section 280 (1)(b) of the FMCA, the

following were substantial product holders in NZX as

at 31 December 2017. The total number of voting

securities on issue as at 31 December 2017 was

268,476,385.

Class

Relevant

interest

% of

Issued

shares

Accident

Compensation

Corporation

Ordinary

shares

16,909,6116.30

Highclere

International Investors

LLP

Ordinary

shares

16,183,7186.03

ANZ New Zealand

Investments Limited

Ordinary

shares

15,529,1205.78

15. Waivers from Listing Rules and

independent director certificates

The following waiver has been granted to NZX or

relied upon by NZX in the 12 month period ended

31 December 2017:

Waiver from the application of Rule 7.6.1 to allow NZX

to redeem its own Equity Securities where, under the

terms of the NZX Employee Share Plan – Team and

Results, it is obliged or entitled to do so.

16. Securities issued by NZX

NZX’s ordinary shares are quoted on the NZX Main

Board. Shares issued under the various employee

share schemes, such as the CEO LTI Share Scheme

(implemented January 2013) and the NZX Employee

Share Plan – Team and Results (implemented in May

2010), are subject to certain transfer conditions and

entitlement criteria. For as long as shares issued under

these schemes are subject to these restrictions they

are not quoted on any market and will not be quoted

on any market until such time as they vest in the

relevant participants.

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84

This report is signed by and on behalf of the board

of NZX Limited by:

J B Miller

Chairman of the Board

Dame Therese Walsh

Chairman of the Audit

and Risk Committee

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85

Directory

Registered office

NZX Limited

Level 1 / NZX Centre

11 Cable Street

PO Box 2959

WELLINGTON

Tel: +64 4 472 7599

info@nzx.com

www.nzx.com

Auditors

KPMG

10 Customhouse Quay

WELLINGTON

Tel: +64 4 816 4500

Fax: +64 816 4600


Board of Directors

Frank Aldridge

Nigel Babbage

Richard Bodman

Jon Macdonald

James Miller

Dr Patrick Strange

Dame Therese Walsh


Share register

Link Market Services Limited

PO Box 91976

Auckland 1142

Investor enquiries: +64 9 375 5998

Fax: +64 9 375 5990

enquiries@linkmarketservices.co.nz

www.linkmarketservices.co.nz

Annual Report 2017
NEW ZEALAND’S

EXCHANGE

NZX Limited

Level 1 / NZX Centre

11 Cable Street

PO Box 2959

WELLINGTON

Tel: +64 4 472 7599

info@nzx.com

www.nzx.com

NZX Limited Annual Report

2017

---

NZX Full Year 2017
Results Presentation

19 FEBRUARY 2018

Agenda
2

Highlights

03Results

04Operational

Core MarketsFinancials

OverviewGrowth Opportunities

MaximiseOptions

Earnings Guidance 2018

Refreshed Strategy

13Revenue Overview

14Core Markets

15Issuer Relationships

16Secondary Market

17Data & Insights

22Operating Expenses

23Other Income and Expenses

24CAPEX Activity

25Balance Sheet

26Cash Flows

27Dividend Policy

28Dividend

05Results

06Operating Earnings of $29.0 million

07Operating Earnings Waterfall

08Operating Earnings Divisional Results

18Dairy Derivatives

09Refreshed Strategy

10Fundamental Reset of NZX

11-12Executing the Strategy

19Revenue Overview

20Funds Management

21Wealth Technologies

29Earnings Guidance 2018

This 2017 full year results presentation should

be read in conjunction with the management

commentary and financial statements in NZX’s

annual report, which provides additional

information on many areas covered in this report.

Results Highlights
3

*Excluding impact of 2016 Agri disposals

**Operating earnings are before net finance expense, income tax, depreciation, amortisation and impairment,

adjustment to provision for earnout, gain and loss on disposal of business and property, plant and equipment

NPAT

$14.8

61.6%

million

Operating earnings**

$29.0

31.3%

*

million

Funds under management

$2.7

25.8 %

billion

Dairy derivatives

311,675

57.2%

Lots traded

Revenue

1.1%

*

Expenses

11.6%

*

Dividend

6.1

Cents per share

Operational Highlights
4

Technology projects

completed – life-cycle

upgrade to clearing

and settlement

system completed,

participants moved to

modern and robust

telecommunications

infrastructure,

implemented

changes to

application of

administrative trading

halts, upgraded

NZX.com

Policy projects

completed –

Corporate

Governance Code

published, Participant

Rule Review

delivered, stage one

of Listing Rules

Review completed

Record dairy

derivatives trading,

product suite

extended, announced

trading hours

extension

Trial of tailored

pricing structure in

secondary market

resulted in 32%

increase in average

daily on-market value

traded, compared to

prior period. NZX to

migrate to trading

and clearing model in

line with global

practice in the

second half of 2018

Progress being made

against strategy in

2018 –signed

Memorandum of

Understanding with

HKEX, and NZIER

Report released. Both

underpin NZX’s

commitment to

increase global

presence and

connection to the

public market

Refreshed strategy

presented at Investor

Day

Results Overview
2016 result included Agri

businesses which were disposed

in late 2016.

On a like-for-like basis:

!Revenue, up 1.1%

!Expenses, down 11.6%

!Operating earnings, up 31.3%

Result underpinned by significant permanent cost savings, establishment of clear delivery plan

5

2017

$000

2016

$000

Changes

2017 v 2016

Operating revenue$75,325$77,544(2.9%)

Operating expenses($46,322)($55,027)15.8%

Operating earnings$29,003$22,51728.8%

Net finance expenses, tax, depreciation and amoratisation and

gain on sale($14,166)($13,335)(6.2%)

Net Profit After Tax$14,837$9,18261.6%

Operating Earnings of $29.0 Million
Highlights include:

!Funds Management

business;

!Dairy Derivatives market;

and

!Cost control

6

$0

$5,000,000

$10,000,000

$15,000,000

$20,000,000

$25,000,000

$30,000,000

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Operating Earnings Waterfall
7

19,000

21,000

23,000

25,000

27,000

29,000

31,000

FY2016 Operating Earnings

Annual Listing Fees

IPOs and Secondary Listings

Regulatory Services

EA (Development) Revenue

Participant Services

Trading and Clearing

Dairy Derivatives

Terminals Revenue

Data and Subscriptions (including Dairy Data)

Funds Management Growth

FMCA Compliance Cost Savings

Wealth Technologies FUA and deferred Go-Live

Agri

Cost Savings (including Ralec and CEO Transition Costs)

Cost Increases (including one off items)

FY2017 Operating Earnings

$000

Corporate

Issuer Relationships

Secondary Markets

Data & Insights

Fund Services

EBITDA Divisional Results
8

Core Markets:

!Issuer Relationships operating earnings $17.7

million (2016: $19.8 million) reduced due to lower

initial listing and secondary issuance fees

!Secondary Markets operating earnings $12.3

million (2016: $11.4 million) increase driven by

dairy derivatives

!Data & Insights operating earnings $10.0 million

(2016: $9.9 million), increased subscription and

license revenue offset by increased personnel

costs which are no longer being shared with Agri

Agri:

!Operating earnings improved due to 2016

disposals and the improved performance of

Farmers Weekly

Funds Services:

!Funds Management operating earnings $4.4

million (2016: $1.1 million) reflects growth in FUM

and completion in 2016 of FMCA compliance

project

!NZX Wealth Technologies (NZX WT) operating

earnings $(1.7) million (2016: $(1.4) million). Core

platform development expected to complete Q2

2018. Large client to go-live Q3 2018

Year ended 31 December 2017

Core

Markets

$000

Agri

$000

Funds

S

ervices

$000

Corporate

$000

Total

$000

Operating revenue52,3508,18414,791-75,325

Operating expenses(12,317)(6,427)(12,066)(15,512)(46,322)

Operating earnings40,0331,7572,725(15,512)29,003

Year ended 31 December 2016

Core

Markets

$000

Agri

$000

Funds

S

ervices

$000

Corporate

$000

Total

$000

Operating revenue53,57410,93813,032-77,544

Operating expenses(12,442)(10,148)(13,348)(19,089)(55,027)

Operating earnings

41,132790(316)(19,089)22,517

Our Refreshed Strategy
9

!Issuer Relationships

!Secondary Markets

!Data & Insights

!Dairy Derivatives

!Debt

!Environmental & Energy

!SuperLife

!Smartshares

!Wealth Technologies

!Cost Management

!CAPEX

!Dividend

New Zealand’s Exchange

Refocus

CoreGrowth

Opportunities Maximise

Options

Get

Fit

!Rigorous
review

of business by board and

management, market consultation with more than

200 stakeholders, global analysis of peers

!

Refreshed

leadership team to ensure right skill set,

team now in place

!Organisationalprinciples

aligned

to the customer

!Resources reallocated to

high value

areas

!KPIs, remuneration, reward and recognition

programme aligned to

delivery

!Culture shift evident in improved employee

engagement

survey

10

Strategy resulted in a

fundamental reset of NZX

Executing the Strategy
Rebuilding a strong foundation in the Core Market

11

Core

M

arket

Issuer Relationships

Secondary Market

Data & Insights

Customer engagement

Relationship managers appointed, more than 170 customers meetings

completed, 100% issuer contact on target for end of Q1 2018

Framework

More than 70 listing review rules submissions received

Product suite

Engagement, consultation and marketing collateral in progress

Sales

Engagement underway, first new participant on target for Q2 2018

Increase on-market liquidity

Revised trading and clearing pricing structure will be implemented alongside

rule changes to be consulted on in Q2 2018. NZX remains commitment to

delivering a pricing and rule structure that promotes on-market liquidity

On-market average daily value traded 50.4% in January 2018

Additional electronic trading clients added

Functionality

Dairy derivatives functionality on track for March 2018

Consultation underway for 2019 system upgrade

Post trade

Default fund consultation complete

Internal

Internal data process in place, data being delivered

B2B

Account planning underway

End user

Scoping of PRA complete, moving into development phase

Capability

Scoping for capability requirements underway

Executing the Strategy
Growing opportunities and maximisingoptions that will continue to drive growth

12

Growth

o

pportunities

Spotlight on Dairy

Derivatives

Maximise

options

2018 volume target range

400,000 – 500,000 lots

Smartshares &

SuperLife

Wealth

Technologies

2018 target FUM

growth plus 7%

Expand global access

New calendar spread functionality March 2018, extended trading

hours July 2018, options enhancements on track for second half of

2018

Boost sales and marketing

Additional New Zealand based FTE almost finalised, Asia office on

target for second half of 2018, new website on target mid-2018

Extend product set

Skim Milk Powder Options launched December 2017, US Lactose

consultation underway

Grow end users

Engaging with third party distributors, retail investor portal launched

December 2017, SuperLifewebsite launched February 2018

Smartsharesdirect applications up 84%, unitholders up 37.6%

Cross-sell

Ongoing discussion with third party distributors

Go-live

Core platform development expected to be completed Q2 2018.

Large customer to go-live Q3 2018

2017 Revenue Overview
Issuer Relationships –Secondary Markets – Data & Insights – Funds Management – Wealth Technologies – Agri

13

* NZX has a diverse revenue base

Annual Listing Fees 14%

Initial Listing Fees 1%

Secondary and Issuer Services 4%

Other Issuer Services 1%

Contractual and Development 13%

Participant Services 5%

Securities Trading 8%

Securities Clearing 8%

Dairy Derivatives 2%

Terminal Royalties 8%

Subscriptions and Licences 5%

Dairy Data Subscriptions and Other 1%

SuperLife 10%

Smartshares 7%

Wealth Technologies 2%

Publishing Revenue 7%

Agri Data (Non-Dairy) 4%

Issuer

R

elationships

3

3%

Secondary

M

arkets

23%

Data &

I

nsights

14%

Funds

S

ervices

19%

Agri

1

1%

Core Markets –Revenue Overview
14

Core Markets revenue

2017

$000

2016

$000

Change

FY17 v

F

Y16

Issuer Relationships revenue24,257 26,770 (9.4%)

Secondary Markets revenue16,629 15,726 5.7%

Data & Insights revenue11,464 11,078 3.5%

Total Core Markets revenue

52,350 53,574

(

2.3%)

Issuer Relationships
$-

$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

$14,000

$16,000

AnnualInitialSecondary

Notes

!Annual listing fee growth from increase in number and value of listed debt instruments

and equity market capitalisation

!Substantial listing of new debt in 2016 not fully replicated in 2017

!Other issuer services revenue relates to activities undertaken by NZX Regulation

!Contractual and development revenue relates to the operation of electricity market

(under contract from Electricity Authority) and Fonterra Shareholders' Market (under

contract from Fonterra)

15

Revenue

2017

$000

2016

$000

Change

FY17 v FY16

Issuer Relationships

Annual listing fees10,280 9,226 11.4%

Initial listing fees931 2,330 (60.0%)

Secondary issuance fees

2,696 3,341 (19.3%)

Other issuer services

586 1,144 (48.8%)

Development revenue

428 1,493 (71.3%)

Contractual revenue

9,336 9,236 1.1%

Total Issuer Relationships revenue24,257 26,770 (9.4%)

Strategic metrics

Number of listed issuers223232(3.9%)

Equity market capitalisation135.2 billion115.5 billion

17.1%

Debt market capitalisation26.4 billion25.7 billion2.7%

Number of new equity listings17(85.7%)

Number of new debt listings2037(45.9%)

Value of new equity listed0.48 billion2.1 billion(77.1%)

Value of new debt listed3.2 billion6.4 billion(50.0%)

Total secondary capital raised4.4 billion4.6 billion(4.3%)

Issuer FeesRevenue

$,000

2008200920102011201220132014201520162017

Secondary Markets
Notes

!Impact of pricing trial (aimed at increasing electronic trading flow) is reflected in 2017,

number of trades out pace actual value traded

!Trial did not include a fixed per trade fee component, increase in number of trades does

not reflect revenue collected

*Please note Dairy Derivatives revenue and trading lots are included in Growth Opportunities on page 18

16

Revenue

2017

$000

2016

$000

Change

FY17 v FY16

Secondary Markets

Participant services revenue3,768 3,592 4.9%

Securities trading revenue5,817 5,765 0.9%

Securities clearing revenue5,911 5,663 4.4%

Dairy derivatives revenue1,133 706 60.5%

Total Secondary Markets revenue16,629 15,726 5.7%

Strategic metrics

Number of trades2.05 million1.75 million17.1%

Total value traded44.0 billion44.0 billion-

Dairy lots traded311,675198, 303

57.2%

Number of participants36352.9%

RevenueValue and Volume Traded

$-

$5.00

$10.00

$15.00

$20.00

$25.00

$30.00

$35.00

$40.00

$45.00

$50.00

0

500,000

1,000,000

1,500,000

2,000,000

2,500,000

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Value Traded ($billion)

Number of Trades on SX, AX, DX, NXT

Number of Trades on SX, AX, DX, NXTValue Traded ($billion) SX, AX, DX, NXT

Data & Insights
Notes

!Terminal numbers remained relatively flat in 2017

!For subscriptions and licencefees we have implemented a new pricing policy around

Non-Display Applications

!Opportunity to expand dairy data offering to support the Dairy Derivatives market

17

Revenue

2017

$000

2016

$000

Change

FY17 v FY16

Data & Insights

Royalties from terminal6,367 6,965 (8.6%)

Subscriptions and licenses

4,099 3,288 24.7%

Dairy data subscriptions693 672 3.1%

Other305 153 99.3%

Total Data & Insights revenue11,464 11,078 3.5%

Strategic metrics

Terminal numbers (12 month

average)

7,379 7,407 (0.4%)

Number of licences9792

5.4%

Number of proprietary security

products subscription

404395

2.3%

Number of dairy data products

subscription774584

32.5%

RevenuePercentage of Revenue

66%

64%

63%

56%

32%

32%

31%

38%

3%

4%

6%6%

2014201520162017

Terminal RoyaltiesSubscriptions, Licences, OtherDairy Data Subscriptions

Growth Opportunities – Dairy Derivatives
!Record volume traded up 57.2% on 2016,

directly translated into revenue growth of

60.5% to $1.13 million

!Number of active traders up 60% on prior

year (note this excludes the additional

users from the 15 omnibus accounts)

!Delivering against strategy – product suite

extended, announced trading hours

extension and further trading functionality

NZX Dairy Derivatives Yearly Volumes Traded and Revenue

18

$-

$200

$400

$600

$800

$1,000

$1,200

-

50,000

100,000

150,000

200,000

250,000

300,000

350,000

20102011201220132014201520162017

Revenue $000

Lots Traded

Volume traded Revenue

Funds Management & NZX WT – Revenue Overview
!Funds Management operating

earnings $4.4 million (2016: $1.1

million) reflects growth in FUM and

completion of FMCA compliance

project

!SuperLiferevenue is derived from

79% variable FUM fees and 21%

fixed membership fees

!NZX WT operating earnings $(1.7)

million (2016: $(1.4) million)

19

Revenue

2017

$000

2016

$000

2015

$000

Change

FY17 v FY16

Funds Management

SuperLife revenue7,846 7,038 6,433 11.5%

Smartshares revenue5,602 4,589 3,562 22.1%

Total Funds Management revenue13,448 11,6279,995 15.7%

Wealth Technologies

Administration fees1,163 1,365 689 (14.8%)

Development fees

180 40 -350.0%

Total Wealth Technologies revenue1,343 1,405 689 (4.4%)

Total Funds revenue14,791 13,032 10,684 13.5%

Strategic metrics

SuperLifemember numbers50,304 48,015 43,713 4.8%

SuperLifeexternal FUM1,999 million1,660 million 1,433 million 20.4%

Smartsharesexternal FUM701 million 487 million 440 million 43.9%

Smartshares SuperLifeFUM1,430 million 1,218 million 1,050 million 17.4%

Total SmartsharesFUM2,131 million 1,705 million 1,490 million 25.0%

Total Fund Management FUM (external)2,700 million 2,147 million 1,873 million 25.8%

Total Wealth Platform FUA (external)1,167 million1,292 million1,317 million(9.7%)

Funds Management
!Strong growth in funds management

continued on back of increased retail and

adviser investment

!SuperLifemember numbers up 4.8%

!Smartsharesunitholders (the number of

investors in each ETF) up 37.6%

!SmartsharesETF direct applications up 84%

!Fresh leadership in place -Hugh Stevens

joined in February 2018

Funds under management growth

20

0

500

1,000

1,500

2,000

2,500

3,000

December 2014June 2015December 2015June 2016December 2016June 2017December 2017

KiwiSaverSuperLifeSmartshares externalTotal

21
NZX Wealth Technologies

!Core platform development expected to complete

Q2 2018 -this includes data migration automation and

reconciliation, operational readiness, UAT and migration

dry runs

!Development delays been experienced. Large customer

to go-live Q3 2018

!Continued interest from potential customers

Operating Expenses
!Personnel costs reduced significantly following completion of

major projects in 2016, absence of CEO transition costs

!Capitalisedlabourrelates to clearing and settlement, NZX WT

and energy systems upgrades

!Reduction in professional fees (Ralec litigation and FMCA

compliance project substantially completed in 2016), slightly

offset by strategy costs

!Marketing, print and distribution costs primarily relate to

agricultural publications (magazine titles sold November 2016)

!Fund expenditure reduced due to the renegotiation of contracts

which more than offset FUM increase. Fund expenditure is a 75%

variable based on FUM

!Underpinned by management applying well disciplined cost

control, which has been partly offset by recruitment and

governance costs

22

2017

$000

2016

$000

Changes

2017 v 2016

Gross personnel costs

28,912 32,708 11.6%

Less capitalised labour(3,075)(2,855)7.7%

Personnel costs

25,837 29,853 13.5%

Information technology costs

7,807 7,303 (6.9%)

Professional fees

2,296 5,593 58.9%

Marketing, print and distribution

2,594 3,064 15.3%

Fund expenditure

3,489 3,660 4.7%

Other expenses

4,299 5,554 22.6%

Total operating expenses

46,322 55,027 15.8%

Strategic metrics

Staff numbers (FTEs)238234-

Other Income and Expenses
Net finance expense relates to:

!Interest income on cash balances,

Clearing House risk capital and

regulatory working capital;

!Interest expenses on loans, overdrafts

and earn out; and

!Foreign exchange gains/losses

Impairment relates to Agribusiness being

sold.

SuperLifeachieved 100% earn out targets

(based on FUM) resulting in an

adjustment to the earn out provision.

23

2017

$000

2016

$000

Changes

2017 v 2016

Interest income(880)(943)(6.7%)

Interest expense1303 1,233 (5.7%)

Net (gain)/loss on foreign exchange(95)83 214.5%

Net finance expense

328 373 12.7%

Depreciation of PP&E1,116 1,294 13.8%

Amortisation of intangibles

5,926 6,642 10.8%

Total depreciation and amortisation

7,042 7,936 11.3%

Gain on disposal of associate--NM

Other loss/(gain) on disposal(6)

467 101.3%

Total losses/(gains)(6)

467 101.3%

Share of profit of associate--NM

Impairment expense

353 793 55.5%

Adjustment to provision for earnout

390 (731)(153.4%)

Tax expense

6,059 4,497 (34.7%)

Total net finance expenses, tax, depreciation and amortisation and gain on sale14,166 13,335 (6.2%)

CAPEX Activity
!CAPEX driven by specific systems life

cycles which result in large multi year

projects

!Clearing House upgrade went live in

June 2017, completing a two and a half

year project

!NZX WT core system development

scheduled to continue until Q2 2018

!Energy systems upgrade scheduled to

continue until second half 2018

!CAPEX will continue on NZX WT and

software projects (particularly on the

energy systems and IT upgrades)

24

($)

-

1,000,000

2,000,000

3,000,000

4,000,000

5,000,000

6,000,000

7,000,000

8,000,000

200620072008200920102011201220132014201520162017

PP&EOther softwareTrading systemClearing HouseSuperLifeNZX WT

Balance Sheet
!Cash includes $20 million Clearing

House risk capital which is not

available for general use

!Additionally the Clearing House

complies with International

Organisationof Securities

Commissions principles requiring

retention of sufficient working

capital (including cash of

approximately $3.9 million)

!Similarly Funds Management

maintains sufficient net tangible

assets (including cash of

approximately $1.6 million)

!Focused on receivables collection

!Other current liabilities includes

SuperLife$9.97 million paid 1

February 2018 (2016 classified as

non-current liability $9.09 million)

!Term loan expires January 2020,

ratios comfortably met

25

2017

$000

2016

$000

Change

FY17 v FY16

Current assets

Cash and cash equivalents34,88130,80413.2%

Receivables and prepayments10,94015,923(31.3%)

Funds held on behalf of third parties58,89070,847(16.9%)

Total current assets104,711117,574(10.9%)

Total non-current assets75,07876,390(1.7%)

Current liabilities

Trade payables3,8105,63232.4%

Other current liabilities24,24614,394

(68.4%)

Funds held on behalf of third parties58,89070,84716.9%

Total current assets86,94690,8734.3%

Non-current liabilities

Term loan20,00020,000-

Other non-current liabilities4,12013,41669.3%

Total non-current liabilities24,12033,41627.8%

Net assets/equity 68,72369,675(1.4%)

Cash Flows
!Cash from operating activities

reflects increased profit and better

working capital management

!Investing activities relates to

software development –Clearing

House, NZX WT and energy

systems

!Financing activities are mostly

dividends. In 2017 there were

proceeds from former CEO’s share

scheme settlement

26

2017

$000

2016

$000

Changes

2017 v 2016

Operating activities$24,384$13,57479.6%

Investing activities($6,077)($6,969)12.8%

Financing activities($14,230)($16,094)11.6%

Net Increase in cash and cash equivalents$4,077($9,489)143.0%

Dividend Policy
!The current dividend policy is based on a target payout

ratio of 80% of free cash flow (defined as operating cash

flow less purchase of property, plant and equipment and

intangible assets)

!A new dividend policy will come into effect for the 2018

financial year onwards

!New policy is to pay between 80% to 110% of adjusted

Net Profit After Tax, subject to maintaining a prudent level

of capital to meet regulatory requirements

!The board considers that a policy based on Net Profit After

Tax is comparable with peers, and provides sufficient

headroom to manage the ongoing capital structure

requirements of the exchange, and pursue future relevant

opportunities should they arise

27

Final Dividend -Full Year 2017
!Final fully imputed dividend of 3.1 cents per share for the

2017 financial year (2016: 3.0 cents per share)

!Total fully imputed dividends for the 2017 financial year are

6.1 cents per share (2016: 6.0 cents per share)

!Final dividend payable on 23 March 2018 to shareholders

registered as at 9 March 2018

!The board is pleased to announce it will offer a dividend

reinvestment plan which will be in place for the 2018

interim dividend in response to shareholder feedback.

Further details, including the full offer document will follow

in due course

28

Capital Management
29

!Board completed capital structure review

!Consultation on a mutualiseddefault fund underway to

advance Clearing House’s risk model to meet global

standards. This is important to ensure we have an

appropriate Clearing House risk structure to meet

anticipated dairy derivatives market growth

!The board will explore use of a capital note to ensure NZX

has a more robust balance sheet to protect the business in

the unlikely case of a major market event

2018 Earnings Guidance
!2018 sets the platform for NZX’s future growth. The

divestment of non core assets (including Farmers Weekly)

and changes to the clearing and trading pricing structure

(effective in the second half of 2018) will rebase the

operating result

!NZX expects full year 2018 operating result to be in the

range of $28.0 million to $31.0 million

!This is subject to market outcomes, particularly with

respect to initial public offerings, secondary capital raising,

equity trading and derivatives trading volumes. This

guidance assumes no material adverse events, significant

one-off expenses or major accounting adjustments. It also

assumes no further acquisitions or divestments

30

Summary
31

2017 operating earnings of $29.0 million, up 31.3%

Result underpinned by performance of Funds

Management and DairyDerivatives businesses,

disciplined cost control and efficiency improvements

Refreshed strategy marked fundamental reset of NZX

– completion of final reset initiatives in 2018 will set

business up to deliver long term returns

Farmers Weekly held for sale reinforcing strategic shift

back to Core Market

First dividend increase since 2013, new dividend

policy in place. Board completed capital structure

review

2018 operating earnings expected to be in the range

of $28.0 million to $31.0 million

32
Mark Peterson

Chief Executive Officer

mark.peterson@nzx.com

+64 21 390 636

Graham Law

Chief Financial Officer

graham.law@nzx.com

+64 21 276 7359

Hannah Lynch

Head of Communications

hannah.lynch@nzx.com

+64 21 252 8990

Contacts

---

NZX Limited
Level 1, NZX Centre

11 Cable Street

PO Box 2959

Wellington 6140

New Zealand

Tel +64 4 472 7599


www.nzx.com



[Template of shareholder communication]



19 February 2018



Dear [insert name],

NZX Full Year 2017 Results & Annual Report Published


CSN number: [inserted]


NZX today reported a strong full year result for the year ended 31 December 2017.

1




Net profit after tax increased to $14.8 million, up 61.6%;


Operating earnings up 31.3% to $29.0 million on a like-for-like basis;

2



Operating expenses decreased 11.6% on a like-for-like basis as cost control initiatives

continued;


First dividend increase since 2013 to 3.1 cents per share; and


Full year 2018 operating earnings expected to be within a range of $28.0 million to $31.0

million.

3



2017 marked a fundamental reset of NZX. We refreshed our strategy to renew our focus on the

Core Markets business and the customer, as our team drove initiatives to support the continued

development of New Zealand’s capital market.


We achieved this result through growth in our Funds Management and Dairy Derivatives

businesses, and an improved Agri result. This was against the backdrop of the Core Markets

business, which had lower new issuance revenues, but improved data growth. It was also

underpinned by an unrelenting focus on cost management, the absence of one-off costs

associated with previous financial years, and efficiency gains.


NZX delivered a strong financial result in a very busy year. The development of our strategy

was a critical piece of work in 2017, as was the delivery of several necessary projects which

have put our business on a sound footing to deliver into the future.


Our annual report is available to view here, and our full year results announcement and investor

presentation can be accessed here.




1

Comparisons are to the 2016 financial year

2

Like-for-like excludes impact of 2016 Agri business disposals

3


Guidance assumes no material adverse events, significant one-off expenses or major accounting

adjustments



Dividend of 3.1 cents per share


The board declared a final ordinary dividend of 3.1 cents per share, which is fully imputed and

brings the total ordinary dividend declared for the financial year to 6.1 cents per share. This

increase reflects the board’s confidence that the refreshed strategy will deliver improved

profitability and earnings.


The board is also pleased to announce it will offer a dividend reinvestment plan (DRP) which

will be in place for the 2018 interim dividend in response to shareholder feedback. The board

recognises the important role DRP's play in rewarding investors for their loyal support, and it is

a convenient way of reinvesting dividends back into the company's shares. In addition to this,

the board introduced a new dividend policy, which will come into effect for the 2018 financial

year onwards, further information is available in the annual report.

Delivering on our strategy – 2018 and beyond


We recognise that the Core Markets business is our fundamental growth platform. We are

committed to delivering more investable product, deepening liquidity levels, and improving

participation rates. Our refreshed strategy is also a major step change for NZX as we shift our

focus away from a regional stock exchange model, and look to create strong linkages and

partnerships with global exchanges who are committed to promoting confidence and co-

operation in their respective markets. With a strong focus on these elements it is imperative that

our team continues to progress against our initiatives to grow New Zealand’s capital market.


We know we have a lot to do. We are optimistic about our growth prospects, and most

importantly, we are passionate about playing our part to deliver for the market and our

shareholders.


As part of the board’s customer engagement programme we will hold our annual meeting in

Christchurch on 13 April 2018. This will follow a board meeting and a series of customer and

stakeholder visits in the region, which will provide an opportunity for directors to engage with the

region’s business community. I look forward to updating you on the implementation and delivery

of our strategy at this meeting.







James Miller,

Chairman

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.