CEO remuneration disclosure

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 1
11 May 2018

CEO remuneration disclosure

The NZX Board confirms CEO Mark Peterson’s remuneration disclosure for 2018.

As outlined in the NZX 2017 Annual Report, Mark’s remuneration is a mix of base salary, and
short and long-term incentive plan components.

Mark’s base salary for 2018 is $500,000. His potential short term incentive (STI) plan payment
for 2018 is $500,000 ($250,000 for on-target performance).

Mark's 2018 STI comprises of two components. This first component is based on the company’s
financial performance against target. The second is based against a small number of individual
objectives aligned to the five-year strategy of NZX, including improving listings pipeline, delivery
of NZX Wealth Technologies projects, derivatives growth and margin improvement.

In addition to this, Mark is allocated performance rights under a long term incentive (LTI) plan.
Mark will be issued 1,177,894 performance rights, each of which will give him an option to
acquire one ordinary share in NZX Limited. Mark may exercise the options if the performance
rights vest. Vesting of the performance rights is dependent on NZX meeting performance
hurdles in respect of its total return to shareholders and the growth in its earnings per share,
and on Mark remaining an employee of the NZX Group for the duration of the five year vesting
period. There is also a cap on the maximum value of performance rights that can vest.

Mark’s LTI is also aligned to the delivery of NZX’s strategy to ensure the company is committed
to generating long term value for its shareholders.

Further information on the LTI plan will be included in the NZX 2018 Annual Report.

For further information, please contact:
Hannah Lynch
Head of Communications
T: 09 308 3710
M: 021 252 8990
E: hannah.lynch@nzx.com

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NZX Limited
Level 1, NZX Centre
11 Cable Street
PO Box 2959
Wellington 6140
New Zealand
Tel +64 4 472 7599

www.nzx.com

11 May 2018

NZX Limited’s Long Term Incentive Plan

NZX Limited advises that it has established a long term incentive plan. Under the plan, holders
may be issued performance rights. The performance rights give the holder options to acquire
ordinary shares in NZX Limited, which may be exercised if the performance rights vest.

NZX Limited has issued performance rights to its Chief Executive Officer, Mark Peterson,
pursuant to the plan.

The total number of performance rights on issue under the plan is now 1,177,894.

The attached information is supplied pursuant to Listing Rule 7.12.1.

For further information, please contact:
Hannah Lynch
Head of Communications
T: 09 308 3710
M: 021 252 8990
E: hannah.lynch@nzx.com

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NZX Limited
Level 1, NZX Centre
11 Cable Street
PO Box 2959
Wellington 6140
New Zealand
Tel +64 4 472 7599

www.nzx.com

11 May 2018

Notice of issue of performance rights which give the holder options to
acquire ordinary shares under NZX Limited’s Long Term Incentive Plan

This notice is given under NZX Main Board Listing Rule 7.12.1 and relates to the issue of
performance rights to NZX Limited’s Chief Executive Officer, Mark Peterson, pursuant to NZX
Limited’s Long Term Incentive Plan.

(a) Class of securities and ISIN: Performance rights which give the holder options to acquire
ordinary shares (ISIN of ordinary shares – NZNZXE0001S7)

(b) Number of securities issued: 1,177,894 performance rights

(c) Issue price: No consideration is payable for the issue of the performance rights

(d) Payment: N/A

(e) Amount paid up: N/A

(f) Principal terms of the securities: Issue of performance rights pursuant to NZX Limited’s
Long Term Incentive Plan. The performance rights give the holder options to acquire
ordinary shares, which may be exercised if the performance rights vest. The performance
rights will vest if NZX meets performance hurdles in respect of its total return to
shareholders and the growth in its earnings per share, and on Mark remaining an
employee of the NZX Group for the duration of the five year vesting period (subject to a
cap on the maximum value of performance rights that can vest)

(g) Percentage of total class of securities issued: If all performance rights vest and the
options are exercised, 0.4% of the ordinary shares in NZX (based on the number of
ordinary shares currently on issue)

(h) Reason for issue: Issue of performance rights pursuant to NZX Limited’s Long Term
Incentive Plan

(i) Specific authority for the issue: Resolution of directors dated 10 May 2018

(j) Terms or details of the issue: See ‘(f) Principal terms of the securities’ above

(k) Total number of securities of the class in existence after the issue: 1,177,894 performance
rights

(l) Treasury Stock: No

(m) Date of issue: 10 May 2018

For further information, please contact:
Hannah Lynch
Head of Communications
T: 09 308 3710
M: 021 252 8990
E: hannah.lynch@nzx.com

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Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer: NZX Limited
Date this disclosure made:11-May-18
Date of last disclosure: 22-May-17
Director or senior manager giving disclosure
Full name(s):Mark John Peterson
Name of listed issuer:NZX Limited
Name of related body corporate (if applicable):N/A
Position held in listed issuer:Chief Executive Officer
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
Performance rights which give
the holder options to acquire
ordinary shares
Nature of the affected relevant interest(s):Legal and beneficial
For that relevant interest-
Number held in class before acquisition or disposal:0
Number held in class after acquisition or disposal:1,177,894
Current registered holder(s):N/A
Registered holder(s) once transfers are registered:Mark John Peterson
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: One
Details of transactions requiring disclosure-
Date of transaction:10-May-18
Nature of transaction:
Issue of performance rights
pursuant to NZX Limited's
Long Term Incentive Plan
Name of any other party or parties to the transaction (if known):N/A
The consideration, expressed in New Zealand dollars, paid or received for the acquisition
or disposal. If the consideration was not in cash and cannot be readily by converted into a
cash value, describe the consideration:
N/A
Number of financial products to which the transaction related: 1,177,894
If the issuer has a financial products trading policy that prohibits directors or senior
managers from trading during any period without written clearance (a closed period)
include the following details—
Whether relevant interests were acquired or disposed of during a closed period:No
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:
NZX non-participating
redeemable shares
(NZXTRP)
Nature of relevant interest:Beneficial
For that relevant interest,-
Number held in class:306,627
Current registered holder(s):
NZX Executive Share Plan
Nominees Limited

Certification
I certify that, to the best of my knowledge and belief, the information contained in this
disclosure is correct and that I am duly authorised to make this disclosure by all persons
for whom it is made.
Signature of director or officer:
Date of signature:
11-May-18
or
Signature of person authorised to sign on behalf of director or officer:
Date of signature:
Name and title of authorised person:
Notes
Use this form to disclose all the acquisitions and disposals by a director or senior
manager of a listed issuer, or of a related body corporate, or in specified derivatives. The
disclosure must be made within—
(a) 20 working days after the first acquisition or disposal disclosed in this
notice if the acquisitions or disposals are of a kind referred to in section 297(2)(a) of the
Financial Markets Conduct Act 2013; or
(b) in any other case, 5 trading days after the first acquisition or disposal
disclosed in this notice.