NZX board rejects Elevation Capital demands

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
8 October 2018

NZX board rejects Elevation Capital demands

The NZX board has today rejected six unreasonable demands Elevation Capital placed on the
company. The demands are attached, however to summarise the key demands and NZX’s
response:

1. Demand from Elevation Capital: that Elevation is immediately granted three directors
(Craig Stobo, Christopher Swasbrook and Michael Daniels) on the NZX board. In
addition, NZX will deliver the written resignations of three current directors.
Response from NZX: this is an outlandish position for a shareholder with approximately
2.3% of the company, and would ride roughshod over the interests of other
shareholders. Like all shareholders, Elevation Capital may nominate directors for
election at NZX’s annual meeting.

2. Demand from Elevation Capital: that NZX adopt Elevation Capital’s strategy, and
appoint a former NZX staff member to work on implementation.
Response from NZX: Elevation Capital’s proposed strategy largely borrows from NZX’s
already-published strategy. NZX does not believe the areas of difference would create
additional value for shareholders. NZX also does not believe the individual named would
add value.

3. Demand from Elevation Capital: that NZX directors refund the costs of a recent
overseas trip.
Response from NZX: the trip concerned was high value for NZX, given the multi-
faceted partnership with Nasdaq, and the need for NZX to be well positioned for
technology and structural change in global capital markets.

The board will always engage with shareholders on reasonable concerns, and have sought to
do so in this case. However, after carefully considering these demands from a shareholder with
approximately 2.3% of company shares, the board deemed them unreasonable.

If Elevation Capital has support to call a special meeting of shareholders (noting there is a 5%
threshold), NZX will use it as an opportunity to further explain the strategy laid out in November
2017 and the good progress made to date. However, NZX would prefer to focus on working for
our customers and shareholders to build a stronger capital market for New Zealand.

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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9322321_1




STAND STILL AGREEMENT
BETWEEN
ELEVATION CAPITAL MANAGEMENT LIMITED (“ELEVATION CAPITAL”)
AND NZX LIMITED (“NZX”)
(together, the Parties)

8 OCTOBER 2018


Agreement
Elevation Capital and NZX agree to enter into a Standstill Agreement (“Agreement”) on the following
terms:

NZX agrees to:
- appoint the following persons as directors of NZX with effect on (or before) 8 October 2018: Craig
Stobo, Christopher Swasbrook and Michael Daniels;
- deliver to Elevation Capital written resignations of three board members as directors of NZX with
effect on or before 8 October 2018, so that the total amount of directors of NZX does not exceed
seven board members at any time;
- provide the newly appointed directors with the same rights (including voting rights),
powers, duties, access and privileges as the remaining NZX directors (including the right to
receive notice of, be counted as part of the quorum of and participate in a meeting of the
Board);
- adopt the Elevation Capital published #NZXNOW strategy or a derivative thereof as reasonably
agreed between the Parties by [date];
- appoint John Fernandes to drive the implementation and management of #NZXNOW (or
an agreed derivative thereof);
- ensure that current NZX Directors pay back their share of expenses incurred at the recent board and
executive trip to New York by [date],

(together, the NZX Obligations).

Elevation Capital agrees, for a period of 12 months from the date of this Agreement, to (assuming
NZX agrees to all of the aforementioned points):
- cease all public comment and publication on matters directly relating to NZX and
close public access to the following website: www.nzxnow.com;
- not acquire shares in NZX above the 5% threshold;
- not participate in calling a special meeting of shareholders,

(together, the Elevation Capital Obligations).

Assignment
The parties shall not assign any of their rights under this Agreement, or delegate the performance of any
of the obligations or duties hereunder, without the prior written consent of the other and any attempt by
any party to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be
void and of no effect.

9322321_1
Governing Law
This Agreement is to be construed in accordance with and governed by the laws of New Zealand.

Termination
In the event that NZX fails to comply with any of the NZX Obligations, Elevation Capital may, by written
notice to NZX, terminate this Agreement with immediate effect, and shall not be bound to act in
accordance with the Elevation Capital Obligations.

Final Agreement
This Agreement is the final, complete and exclusive agreement of the Parties with respect to the subject
matter hereof and supersedes and merges all prior or contemporaneous representations, discussions,
proposals, negotiations, conditions, communications and agreements, whether written or oral, between
the Parties relating to the subject matter hereof and all past courses of dealing or industry custom.
No modification of or amendment to this Agreement shall be effective unless in writing and signed by
each of the parties.

General
Any unlawful provision in this Agreement will be severed, and the remaining provisions enforceable, but only if
the severance does not materially affect the purpose of, or frustrate, this Agreement.

Each person executing this Agreement warrants that he or she has full authority to enter into the Agreement
and bind the Parties for which he or she purports to bind by the execution of this Agreement.

This Agreement shall commence on the date the Parties execute this Agreement.

Dated: October 2018


Signed for and on behalf of:






NZX Limited Elevation Capital Management Limited