NZX Annual Meeting 2018

NZX Notice of
Annual Meeting
of Shareholders
13 April 2018

Annual Meeting
Notice is given that the fifteenth Annual
Meeting of shareholders of NZX Limited
(NZX or the Company) will be held at:
Venue: The Piano, 156 Armagh Street, Christchurch
Webcast: if you are unable to attend the meeting
and would like to follow proceedings, you can do
so by viewing the Annual Meeting live by webcast
at the link below. A full replay of the webcast will
be available via the same link and can be accessed
online at NZX’s investor centre:
https://edge.media-server.com/m6/p/wore8pam
Time: 13 April 2018, commencing at 10.00am
Dear Shareholders,
On behalf of the board of directors I am pleased
to invite you to the Annual Meeting of NZX,
commencing at 10.00am on 13 April 2018.
I look forward to welcoming you to Christchurch
for the meeting at The Piano, 156 Armagh Street,
Christchurch.
Our meeting will follow a board meeting in
Christchurch, and a series of customer visits in the
region, providing our directors with an opportunity
to engage with the city’s business community.
At the meeting, the board will be joined by our CEO
Mark Peterson and members of the executive team.
I will present an overview of NZX’s performance
and Mark will provide an update on our refreshed
strategy and how our team are executing against it.
There will be an opportunity to ask questions, and at
the conclusion of the meeting you are invited to join
us for light refreshments.
If you are unable to attend the meeting and would
like to follow proceedings, there will be a live
webcast and a full replay available online at NZX’s
investor centre following the meeting. Details about
how to access the webcast can be found in the
Notice of Meeting.
If you have any further questions please do not
hesitate to contact NZX Company Secretary Hamish
Macdonald on 09 308 3701 or via email at:
hamish.macdonald@nzx.com
I look forward to updating you on our progress at
the annual meeting.
All the best.
James Miller
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Agenda
A. Chairman’s address
B. CEO review
C. Financial statements
To receive the Annual Report for the 12 months
ended 31 December 2017, including the financial
statements and the auditor’s report.
D. Ordinary resolutions
To consider, and if thought fit, to pass the following
ordinary resolutions:
1. That the board be authorised to determine
the auditor’s fees and expenses for the 2018
financial year
2. To elect Nigel Babbage as a director of NZX
3. To elect Lindsay Wright as a director of NZX
4. To re-elect Jon Macdonald as a director of NZX
Dame Therese Walsh is retiring as a director of NZX
and is not seeking re-election.
The board unanimously supports resolutions 1 to 4
and recommends that you vote in favour of them at
the meeting.
E. Other business
To consider any other business that may be properly
brought before the meeting.
Each resolution above is considered to be an
ordinary resolution and, to be passed, requires
approval by a simple majority of votes of
shareholders who are entitled to vote on the
resolution and who exercise their right to vote.
All resolutions to be put to the meeting are
discussed in the Explanatory Notes.
Important Information
Voting in person
You are entitled to vote at the Annual Meeting if
you have a shareholding at 5.00pm on Wednesday
11 April 2018. If you are entitled to vote and wish
to do so in person, you should attend the Annual
Meeting. Please bring your Proxy Form with you
to the meeting, as the barcode will assist with your
registration.
A corporation may appoint a person to attend the
meeting as its representative in the same manner as
that in which it could appoint a proxy.
Voting in proxy
A Proxy Form is enclosed with this Notice of Annual
Meeting which allows you to vote on the resolutions
notified in this Notice of Annual Meeting.
Any shareholder of NZX who is entitled to attend
and vote at the Annual Meeting, is entitled to
appoint a proxy to attend the meeting and vote on
his or her behalf. A proxy need not be a shareholder
of NZX.
If you appoint a proxy, you may either direct your
proxy how to vote for you, or you may give the
proxy discretion to vote as he or she sees fit. If you
wish to give your proxy discretion, then you should
make the appropriate election, either online or on
the Proxy Form, to grant your proxy that discretion.
You will be deemed to have given your proxy
discretion if you do not make an election in relation
to any of resolutions 1 to 4.
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The Chairman of the meeting is willing to act as
proxy for any shareholder who appoints him for that
purpose. If you appoint the Chairman of the meeting
as your proxy and do not direct the Chairman how
to vote in the Proxy Form, the Chairman will vote in
favour of resolutions 1 to 4.
If, in appointing your proxy, you do not name a
person as your proxy (either online or on the Proxy
Form that is lodged with Link Market Services), or
your named proxy does not attend the meeting, the
Chairman of the meeting will be your proxy and may
only vote in accordance with your express direction.
To be valid, a completed Proxy Form must be
returned by no later than 10.00am on Wednesday
11 April 2018. Any Proxy Form received after that
time will not be valid for the meeting.
You may return your completed Proxy Form by
delivering it to Link Market Services using one of the
following methods:
• Online at:
https://investorcentre.linkmarketservices.co.nz/
voting/NZX (you will need your CSN/holder
number and authorisation code (FIN))
• Scan and email to:
meetings@linkmarketservices.co.nz
(use ‘NZX Proxy’ as email subject)
• Mail to:
Link Market Services, PO Box 91976, Auckland
1142, New Zealand using the enclosed reply
paid envelope
• By hand to:
Link Market Services, Level 11, Deloitte Centre,
80 Queen Street, Auckland 1010, New Zealand
Questions prior to annual meeting
To encourage shareholder participation we invite
those unable to attend in person to submit
questions ahead of the meeting. If you would like to
submit a question you can do so online or using the
enclosed Proxy Form.
Questions should be received by 10.00am on
Wednesday 11 April 2018. The board will address
and answer questions at the meeting.
Copies of the Annual Meeting presentation materials
will be published and available online shortly before
the meeting begins.
By order of the board,

Hamish Macdonald
Company Secretary
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Explanatory notes
1. Resolution 1: Auditor
KPMG is the current auditor of NZX. The
Companies Act 1993 provides that a company’s
auditor is automatically reappointed unless the
shareholders resolve to appoint a replacement
auditor, or there is another reason for the
auditor not to be reappointed.
Section 207S of the Companies Act 1993 further
provides that the auditors’ fees and expenses
must be fixed by the Company, or in the manner
that the Company determines at a shareholders’
meeting.
Shareholders are being asked to resolve that the
board is authorised to fix the fees and expenses
of KPMG for the 2017 financial year.
2. Resolutions 2, 3 & 4: Election
and Re-election of Directors
Pursuant to clause 25.2 of the Constitution and
NZX Main Board Listing Rule 3.3.6, any person
who is appointed as a director by the directors
shall retire from office at the next Annual
Meeting, but shall be eligible for election at that
meeting.
Nigel Babbage and Lindsay Wright retire in
accordance with clause 25.2 of the Constitution.
Both directors offer themselves for election.
Pursuant to clause 26.1 of the Constitution and
NZX Main Board Listing Rule 3.3.11, one-third
of the directors must retire by rotation at each
Annual Meeting.
Jon Macdonald and Dame Therese Walsh
retire in accordance with clause 26.2 of the
Constitution. Jon Macdonald offers himself for
re-election.
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 served on the Foreign Exchange Committee
of the Federal Reserve Bank of New York for three
years. He previously held executive roles with BNP
Paribas, where he took on the joint role of Global
Head of Currency Derivatives Trading and Head
of North American Foreign Exchange, and British
Petroleum (now BP) and Citibank, managing the
New York currency derivatives desk.
Nigel is currently CEO of Christchurch-based
investment company Mohua Investments Limited.
Nigel is a member of the Clearing Committee,
Audit and Risk Committee, Regulatory Governance
Committee and Conflicts Committee.
The board has determined Nigel to be an
independent director for the purposes of the NZX
Main Board Listing Rules. Nigel also meets the
requirements of NZX’s ‘fit and proper’ policy.
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Lindsay Wright
BCOM
Lindsay was appointed as a director in February
2018. She is an international expert in the
management of passive funds and has more than 30
years’ financial services locally and globally.
Lindsay is currently Head of Distribution and
Co-Head of APAC at BNY Mellon Investment
Management, one of the world’s largest financial
services companies, and prior to this, was Regional
Head Institutional, Alternatives and Investment
Solutions Business, Asia Pacific with Invesco
Hong Kong Limited, CEO of Harvest Alternatives
Investment Group, and Co-CEO of Harvest Capital
Management Limited. Lindsay started her career
with Deutsche Bank in New Zealand before moving
to Deutsche Asset Management.
Lindsay is Deputy Chair of the board of the
Guardians of the New Zealand Superannuation
Fund.
Lindsay is Chair of the Audit and Risk Committee
and a member of the Clearing Committee.
The board has determined Lindsay to be an
independent director for the purposes of the NZX
Main Board Listing Rules. Lindsay also meets the
requirements of NZX’s ‘fit and proper’ policy
Jon Macdonald
BE (HONS)
Jon was appointed as a director in May 2013.
Jon is CEO of NZX 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.
Jon is Chair of the Human Resources and
Remuneration Committee and a member of the
Nominations Committee, Regulatory Governance
Committee and Conflicts Committee.
The board has determined Jon to be an
independent director for the purposes of the NZX
Main Board Listing Rules.
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NZX Limited
Level 1 / NZX Centre
11 Cable Street
PO Box 2959
WELLINGTON
Tel: +64 4 472 7599
info@nzx.com

www.nzx.com

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Proxy Form: NZX 2018 Annual Meeting
The Annual Meeting of NZX Limited (NZX or the Company) will be held at The Piano, 156 Armagh Street, Christchurch
on 13 April 2018, commencing at 10.00am. Please register and be seated by 9.50am.
APPOINTMENT OF PROXY
If you do not plan to attend the Annual Meeting, you may
appoint a proxy. The Chairman or any other director can act
as a proxy for any shareholder who appoints him or her. If, in
appointing your proxy, you do not name a person to be your
proxy (either online or on this form), or your named proxy
does not attend the meeting, the Chairman of the meeting
will be your proxy and vote in accordance with your express
direction.
VOTING OF YOUR HOLDING
Direct how to vote your proxy by making the appropriate
election, either online or on this from, in respect of each
item of business (resolutions 1 to 4). If you do not make an
election in respect of a resolution, your proxy may vote as
they choose.
If you make more than one election in respect of a
resolution, your vote will be invalid for that resolution.
APPOINTING THE CHAIRMAN OF THE MEETING
OR A DIRECTOR AS YOUR PROXY
If you expressly appoint the Chairman of the meeting or any
other director as your proxy and elect to give them
discretion on how to vote on a resolution, you acknowledge
that they may exercise your vote even if they have an interest
in the outcome of that resolution.
The Chairman of the meeting and the directors intend to
vote all discretionary proxies in favour of resolutions 1 to 4.
Please complete, sign and lodge this Proxy Form and voting
instructions with Link Market Services (NZX’s registry), no
later than 10.00am on Wednesday 11 April 2018.
Proxies need to be lodged as per the instructions
on this form.
ATTENDING THE MEETING
If you propose to attend the Annual Meeting, please bring
this Admission Card/Proxy Form intact to the meeting, the
barcode is required for registration at the meeting.
SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual holding
Where the holding is in one name, the security holder must sign.
Joint holding
Where the holding is in more than one name, all of the
security holders should sign.
Power of attorney
If this Proxy Form has been signed by an attorney, a copy
of the power of attorney under which it was signed (if not
previously provided to the registry), and a signed certificate
of non-revocation of the power of attorney must accompany
this Proxy Form.
Company
This Proxy Form must be signed by a duly authorised officer
or attorney. Persons who sign on behalf of a company must
be acting with the company’s express or implied authority.
Go online to:
https://investorcentre.linkmarketservices.co.nz/voting/nzx
to appoint and give directions to your proxy or turn over to
complete the form.
Lodge Your Proxy
Online
https://investorcentre.linkmarketservices.co.nz/voting/NZX
(CSN/holder number and authorisation code (FIN) required to vote)
Scan & Email
meetings@linkmarketservices.co.nz
(please use “NZX Proxy Form” as the subject)
Mail
Link Market Services Limited, PO Box 91976, Auckland 1142, New Zealand
(If mailing within New Zealand, use pre-paid envelope provided. If mailing
from outside New Zealand, use the return envelope but add postage)
Deliver In Person
Link Market Services Limited, Level 11, Deloitte Centre, 80 Queen Street,
Auckland, New Zealand
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Proxy/Corporate Representative Form
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I / We being a shareholder(s) of NZX Limited
appoint of
(full name of proxy) (full address)
or failing that person of
(full name of proxy) (full address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of NZX Limited to be held
at 10.00am on 13 April 2018, and at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Please note: if you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands
or a poll and your votes will not be counted in computing the required majority.
This form is to be used to vote as follows on the following:Tick (
✓) in box to vote
Ordinary Resolutions:
ForAgainstAbstainDiscretion
Resolutions unanimously supported by the board
1. That the board be authorised to determine the auditor’s fees and expenses
for the 2018 financial year
2. That Nigel Babbage be elected as a director of NZX Limited
3. That Lindsay Wright be elected as a director of NZX Limited
4. That Jon Macdonald be re-elected as a director of NZX Limited
And to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution
proposed at the meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy may vote as he/she
thinks fit or abstain from voting on each such resolution. The proxy is appointed only in respect of the above meeting or any
adjournment thereof.
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting will have the opportunity to ask questions during the meeting. If you cannot attend
the Annual Meeting but would like to ask a question, you can submit a question online by going to https://investorcentre.
linkmarketservices.co.nz/voting/nzx and completing the online validation process, or by completing the question section below
and returning this Proxy Form to Link Market Services in the reply paid envelope enclosed. Questions will need to be submitted
by 10.00am on Wednesday 11 April 2018. The board will address and answer questions at the Annual Meeting.
Questions:
SIGN: SIGNATURE OF SECURITY HOLDER(S) This section must be completed.
Security holder oneSecurity holder twoSecurity holder three
or duly authorised officeror duly authorised officeror duly authorised officer
Electronic Investor Communications
If you received this Notice of Annual Meeting and Proxy Form by mail and wish to receive future investor communications by
email, please provide your email address below. We encourage all shareholders to receive communications via email. This is an
efficient and secure method of communication for you, and a more cost effective option for NZX.
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