NZX finalises market structure and listing rules

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30 October 2018

NZX finalises market structure and listing rules

NZX has finalised its updated market structure and listing rules, completing the first holistic
review of the rule set in 15 years.

The changes support NZX’s commitment to create a rule set that promotes market development
and assists in the listing of a broader range of financial products for New Zealanders.

NZX will move to one equity board on 1 July 2019. This was strongly supported by the market
and results in one rule set for all equity issuers. Settings for smaller issuers have been carefully
considered to ensure listing remains a viable option for these issuers.

A bespoke set of fund rules will be introduced, designed to significantly reduce the cost of listing
for these issuers.

A number of changes have been made to keep building momentum in the debt market,
including removing unnecessary compliance costs and improving speed to market for further
capital raisings. A wholesale debt market will also open on 1 January 2019.

All rules are now presented in a user friendly format and in plain English to improve usability.

NZX General Counsel and Head of Policy Hamish Macdonald commented: “The listing rules are
an important connection to our current and prospective customers. Core to these changes was
the aim of making it easier for companies to list equity, funds and debt, while making it simpler
and faster for our current customers to raise further capital and funding.”

“We received excellent engagement during this review. The changes deliver on this feedback,
and improve our customer offering. Today marks the completion of a significant deliverable for
NZX and New Zealand’s broader capital market.”

The updated rules, which include an explanatory paper, can be found at the link below, together
with a Q&A document providing further detail on the changes and transition plans:

https://www.nzx.com/regulation/nzx-rules-guidance/nzx-listing-rules-review

For further information, please contact:
For media enquires please contact:
Hannah Lynch
Head of Communications
T: 09 308 3710
M: 021 252 8990
E: hannah.lynch@nzx.com
For policy enquires please contact:
Hamish Macdonald
General Counsel & Head of Policy
T: 09 308 3701
M: 027 704 6377
E: hamish.macdonald@nzx.com

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Finalised Market Structure and Listing Rules
Explanatory Paper
October 2018

Contents
Part 1 - Introduction03
Part 2 - Structure of updated market and rules05
Part 3 - Specific rule settings07
Appendix 113
Appendix 222
02

Part 1 - Introduction
NZX today published its updated Listing Rules to align with the refreshed market structure. This
completes the first holistic review of the rule set in 15 years. The changes support NZX’s commitment to
create a rule set that will promote market development and assist in the listing of a broader range of
financial products for New Zealanders.
The Listing Rules provide an important connection with our current and prospective customers. We
received excellent engagement during this review and the updated rule set and market structure delivers
on this feedback and improves our current customer offering.
The updated rules are designed to make it easier for companies to list on the NZX – and make it simpler
and faster for our current listed companies to raise additional capital. Investor protections have also been
enhanced in key areas.
NZX is also developing its customer offering by partnering with global exchanges to improve offshore
access for our issuers, and to attract more overseas issuers to New Zealand. This will also improve New
Zealanders’ access to offshore investment opportunities. The updated Listing Rules play an important role
in facilitating this.
NZX has also been seeking to align its policy settings with global markets, where it makes sense to do so,
while ensuring that measures meet the needs of participants in New Zealand’s markets.
The market structure and rule review was an important project for NZX and we are grateful to all those
who have contributed and helped us to deliver on all its objectives to:
Reduce complexity with the current three equity market structure and build scale in the Main Board
Enhance investor protections to increase confidence and participation in our markets and reduce the
cost of capital for issuers
Accommodate the listing of a broader range of financial products and issuers with fit for purpose rules
for smaller issuers, funds and debt issuers
Improve access for foreign listings to expand the range of investable products for New Zealand investors
Remove unnecessary compliance costs, introduce tools to reduce the cost of compliance and ensure the
rules are easy to navigate and use
In conjunction with these specific objectives, the review has sought to align with the purposes outlined in
sections 3 and 4 of the Financial Markets Conduct Act 2013 (FMC Act).
The review started in November 2017 and NZX received feedback from 68 interested parties in the first
stage, and had continued strong engagement during the second stage in April 2018, which included a
consultation paper and exposure draft. In addition to the formal consultation a survey, workshops and
forums with smaller groups were held. Over 100 submissions and survey responses have been received
during the course of the review from a broad range of capital markets participants.
Thank you to everyone who engaged in this review. Copies of past discussion and consultation papers,
and the non-confidential submissions received are available here.
Finalised Market Structure and Listing Rules Explanatory Paper - October 2018
03

The updated rules will be implemented as follows:
Publication of final rules30 October 2018
Publication of updated guidance, forms and procedures30 November 2018
Amended rules to take effect1 January 2019
Transition opt-in periodH1 2019
Final date for transition (including NZAX and NXT markets)30 June 2018
We continue to welcome your feedback, if you have any queries in relation to this explanatory paper,
please contact General Counsel and Head of Policy Hamish Macdonald at: hamish.macdonald@nzx.com
For all issuer relationship enquiries please contact Head of Issuer Relationships Joanna Lawn at:
joanna.lawn@nzx.com
For all enquiries relating to transition, migration or other regulatory support please contact Head of
Market Supervision Joost van Amelsfort at joost.vanamelsfort@nzx.com or the Issuer Compliance team
at: regulation@nzx.com
Finalised Market Structure and Listing Rules Explanatory Paper - October 2018
04

Part 2 - Structure of updated market and
rules
Market structure
The updated rules will deliver an open architecture to facilitate the listing of a broader range of issuers
and product classes, including fit for purpose rules in relation to equity, funds, debt, and issuers who are
already listed overseas.
An important aspect of the review has been to consider the listed market structure. The removal of the
existing three equity market structure was strongly supported as an outcome for the review. NZX explored
whether differential standards should be introduced for earlier stage equity companies but this was
generally not supported. Feedback indicated that although the intention with the junior equity markets
was good, previous attempts at rule settings for smaller equity issuers had not been effective in meeting
the needs of this sector. A particular concern was that the current structure is overly complex. The
updated market structure will have a single set of standards for equity issuers, but we have carefully
considered the settings for smaller issuers to ensure that compliance costs are proportionate and that the
Listing Rules are efficient in delivering shareholder protections.
Market development has been an important focus of the review. The NZX debt market is performing well
with 21 issues so far this year and $3.4 billion of capital raised. We are introducing changes to build on the
recent strong momentum in this market by removing unnecessary compliance costs and improving speed
to market for further capital raising.
NZX has also been considering non-rules based measures to promote its debt market and NZX was
pleased to welcome the inaugural listing of a green bond on NZX by Auckland Council on 26 August
2018. NZX guidance on issuing green bonds is available here (see section 10). We are also introducing a
wholesale debt market to broaden the listed product range.
The listed fund market in New Zealand is currently underdeveloped. We are introducing special purpose
rules for the listing of managed funds and we are encouraged by the strong support which this has
received already. We have designed a regime which complements the framework for the regulation of
managed funds outlined in the FMC Act to reduce regulatory overlap. NZX can offer an important
distribution channel for fund securities.
We are also enhancing settings to facilitate the listing of overseas companies and the rules will also
continue to permit the listing of co-operative structures.
Structure of updates rules and supporting framework
The Listing Rules are generally operating effectively for Main Board listed issuers so these have been
retained as the basis for the updated rules. However, we have organised the rules into a more logical,
modular format based on feedback received during the review. The modular (or building block) format
will make navigation of the rules easier. Those areas of the rules which are used less have been addressed
at the back of the rules or have been included within appendices. The rules will also be easier to navigate
for different issuer types, depending on whether you are an equity, debt or fund issuer.
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The updated rules also align definitions with legislation (particularly the FMC Act) to reduce unnecessary
complexity and we have also introduced rule changes to embed existing class rulings and waivers to
reduce overall regulatory compliance costs.
We have also made changes to ensure the updated rules are presented in plain English to improve
usability – this includes removal of antiquated language (such as “forthwith” timing obligations and
references to telex and facsimiles).
The rules for equity, fund and debt issuers are now contained in a single rule set instead of across three
separate rule sets as was the case previously for equity issuers.
Overall these changes have led to a significant improvement in the rules framework which will be easier
to apply by customers, and for NZX to maintain in future. To illustrate this point, the total page number
of rules will reduce from approximately 345 pages plus appendices across the three rule sets to
approximately 81 pages plus appendices in the updated rules.
The updated rules will be supported by NZX’s broader regulatory framework. As part of the review
process we have updated existing forms so that redundant forms are removed and to improve the
usability of remaining forms. This will in turn drive the disclosure of better information. An important
aspect of the review is to make better use of NZX’s Market Announcement Platform (MAP) for release of
information to market. This will ensure consistency of treatment of information being released and will
also provide a platform for further enhancements over time i.e. better online tools to facilitate compliance.
The rules and forms will be supported by updated guidance and practice notes, with the NZX Regulation
team providing the next line of support in respect of questions of application.
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Part 3 - Specific rule settings
Outlined below is a summary of the key changes to the updated rules for the listing of equity, funds and
debt securities. This seeks to provide an explanation of the key changes but is not exhaustive. To assist
existing issuers, we have also published some materials with more technical details, including ‘finder
tables’ to identify where existing Main Board Listing Rules are addressed in the updated rules. These are
available at NZX.com.
We have provided more detail on specific rule changes within appendix 1. We have also published an
overview of the updated setting for equity, funds and debt issuers as appendix 2.
For equity issuers the changes to the rules have been supported by enhancements to the NZX Corporate
Governance Code (NZX Code), as explained below and within the appendices. The NZX Code does not
apply to debt and funds issuers.

Equity Issuers
Eligibility for listing
To be eligible for quotation, NZX currently requires securities to be held by at least 500 members of the
public holding at least 25% of the number of securities of that class. With the removal of the junior equity
markets NZX is conscious of the need to ensure settings remain suitable to attract new issuers. The
current spread and free-float requirements are being amended to 100 holders and 20%, respectively. The
indicative minimum market capitalisation requirement is set at $10 million.
We have retained the requirement for issuers to have a constitution which complies with the Listing Rules
but removed the requirement for constitutions to be reviewed and approved by NZX Regulation in order
to reduce costs for issuers. A solicitor’s opinion will still be required to confirm that a constitution meets
the requirements under the Listing Rules.
The listing application process has also been reviewed to streamline the information which must be
provided with an application for listing or quotation.

Governance
We have retained the requirement for a minimum of three directors but we have simplified the existing
rotation requirements to make them easier to apply in practice and to ensure that executive directors are
also subject to the same standard. In response to investor feedback, we have also retained the
requirement for at least two New Zealand resident directors.
We have enhanced the current director independence regime by recommending within the NZX Code
that boards have a majority of independent directors while retaining a minimum requirement for two
independent directors. This allows companies the flexibility to explain why majority independence may
not be appropriate for their circumstances.
Feedback to the review generally agreed that the definition of independence (and Disqualifying
Relationship) set out in the rules has not been operating effectively in some areas. Feedback supported
the view that a principles based test will work better, supported by additional commentary within the NZX
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Code explaining the situations which would be likely to be considered to give rise to non-independence.
It will be up to boards to make assessments based on this enhanced guidance.
Linked to this discussion is the question of the definition of an “Associated Person”. Submitters agreed
that the current test is too complicated and often produces anomalous results. We have simplified the
test so that it is more aligned with the test within the FMC Act.
In response to investor feedback, we have retained the current audit committee requirements for Main
Board issuers.

Disclosure and reporting
Disclosure and reporting is an important part of the current listing framework which supports informed
investment decision making. We have retained the primary continuous and periodic disclosure
requirements, but we have addressed drafting issues with the existing rules and embedded some aspects
currently outlined in guidance, including amending references to “immediate” disclosure requirements
to “promptly and without delay”.
We have also introduced the concept of constructive knowledge in respect of continuous disclosure.
Although this was opposed by some issuers and advisers it was supported by investors and will align
other regimes, such as the Australian Securities Exchange, the London Stock Exchange and the Singapore
Stock Exchange. Additional guidance has been developed in this area which is discussed separately below.
Recent changes to legislation enable issuers to satisfy their annual reporting requirements by electronic
means, and this has now been reflected in the rules. A change which has been widely supported is to
remove the requirement for a separate half year report, which will significantly reduce costs for issuers.
We have also updated the content requirements for periodic reports outlined in appendix 2 of the Listing
Rules and the Annual Report content requirements in section 3.8 of the Listing Rules.
We are also introducing a change so that all announcements from issuers must be released via MAP. This
change is discussed in a separate section below.

Capital raising and transactions
To enhance existing core shareholder protections we have improved protection against dilution by
reducing the current placement headroom from 20% to 15%, together with reducing the headroom for
share purchase plans and ensuring any placement of amounts not taken up are subject to the overall
placement capacity. We have also introduced a recommendation in the NZX Code that capital raisings are
carried out on a pro rata basis.
We have removed the requirement for NZX to review same class offer documentation in order to reduce
compliance costs for further capital raisings by existing equity issuers. This will make capital raising faster
and more efficient for issuers and aligns with the intentions outlined in the FMC Act.
We received strong feedback on the question of major transaction approval thresholds. We have carefully
considered this feedback and decided to retain the status quo at this stage. This is an issue which can be
considered further in future. However, we have introduced mandatory voting by poll to enhance existing
investor protections in respect of exercising voting rights.

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Debt Issuers
We are introducing several measures which will continue the strong momentum in NZX’s Debt Market.
The focus has been to remove unnecessary compliance costs in the form of spread and free float
requirements and to improve speed to market. There was strong support to remove entirely the current
spread and free float requirements for debt issuers to recognise long standing practice and to reduce
compliance costs.
The existing governance provisions have been updated to recognise the introduction of the FMC Act
where not all offers are regulated offers and to recognise routine waivers which have been granted in
respect of transfer and selling restrictions.
We have not made material amendments to the existing disclosure and reporting requirements which are
operating well currently, but we are proposing additional guidance in respect of application of the existing
continuous disclosure requirements.
We have removed the requirement for NZX Regulation to approve same class debt offers to improve
speed to market. This will make capital raising faster and cheaper for these issuers and was strongly
supported by submitters.

Wholesale Debt
We have also introduced a framework for the listing of wholesale debt. These products will be listed only,
with trading continuing to occur on an OTC basis. The framework is straightforward and aligns closely
with other overseas regimes, with minimal listing requirements. There will be no periodic reporting or
continuous disclosure requirements but these issuers will be able to release information over MAP if they
wish to do so.
Funds
There are currently a relatively small proportion of listed funds on NZX’s Main Board. We have introduced
tailored rules for these issuers which delivers an open architecture for the listing of a broad range of
investment entities. The updated rules will significantly reduce the compliance costs for these issuers,
while targeting protections which deliver value for investors. This is an area of the listed market which is
under developed compared to global peers and presents a strong opportunity for market development.
Eligibility
The FMC Act has introduced a licensing regime for managed investment schemes which provides a
number of core investor protections together with frontline regulation from an external supervisor and FMA
oversight. These licensing requirements provide strong baseline protections. The rules supplement these
requirements for closed ended funds to have a minimum market capitalisation of $10 million and minimum
spread and free-float requirements of 100 holders and 20%, respectively.
Governance
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The key governance arrangements for funds relate to the investment manager and external supervisor,
which are governed by legislation for licensed fund managers. We have supplemented this with a
requirement for at least one member of the board of the manager to be ordinarily resident in New
Zealand or Australia.
Disclosure and reporting
Continuous disclosure requirements will apply to these issuers to ensure dissemination of information to
investors and we have developed additional guidance for these issuers. Licensed fund managers must
provide quarterly fund updates under legislation. These requirements will be supplemented by a
requirement that any information sent to product holders is also released over NZX via MAP.
Transactions and capital raising
For licensed fund managers, transactions and changes in capital will continue to be governed by legislation.
Corporate action timetables
Timeframes have been updated to reflect developments in capital raising methods, such as accelerated
entitlement offers, and to reflect current expectations and practices, such as reducing notice
requirements from 10 to five business days for payments and distributions.
In addition, we have updated some of the standard forms (such as old appendix 7) to make them more
user friendly. New forms to support the updated rules will be published alongside updated guidance and
practices notes at the end of November 2018.
Reverse and backdoor listings
A reverse or backdoor listing occurs when a listed company without an existing business activity purchases
a private company or its business in order to list the enlarged group.
There are benefits to companies of utilising listed shells or smaller companies in order to obtain a listing
but we propose to treat such transactions as new listings to ensure an appropriate listing process is
followed. We have also developed updated guidance to confirm that issuers may be suspended from
trading pending release of sufficient information on the target company.
Foreign Exempt Issuer settings
We are also enhancing settings to facilitate the listing of overseas companies. We are renaming this as the
NZX Foreign Exempt regime and removing the current restriction on companies incorporated in New
Zealand from listing under this category, because there is no reason why the principle of substituted
compliance should not apply to these companies if they are meeting regulatory standards on an approved
overseas market.
We have reduced the current complexity in respect of local and overseas listing statuses by confirming
we will have primary listings (i.e. issuers who fully comply with NZX’s Listing Rules) or Foreign Exempt
issuers (i.e. who comply with their home exchange requirements, and some NZX additions). The rules in
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this area are now easier to use and understand so that they do not act as an unnecessary hindrance to
listing by overseas listed companies.
Supporting Materials
We have updated our fee schedule to support the revised market structure and rules. This includes
attractive settings for smaller equity issuers and funds issuers in order to promote market development.
The full updated fee scheduled can be found on NZX.com and further information is available at the Q&A
noted below.
Guidance and updated forms
To support the updated rules we have also prepared new and updated guidance notes and forms. We
intend to publish these materials by 30 November 2018 but in the meantime we are seeking any feedback
on the draft updated/new guidance which has been prepared. These draft guidance notes are available
at NZX.com together with details of how to provide feedback, which can be provided to the following
email address policy@nzx.com by Tuesday 13 November 2018.
Market Announcement Platform (MAP) enhancements
In order to support the updated Listing Rules, we will be introducing changes to NZX’s Market
Announcement Platform (MAP). Under these changes, issuers will be required to input certain key
reporting data directly into MAP when submitting an announcement for release to the market. These
changes will provide issuers with more direct control over their information and increase the accuracy of
data reporting.
Additional features have been added to MAP, such as the ability for issuers to update their company
overview and performance sections that display on NZX.com, functionality to auto-generate appendix
documents, as well as improvements to the MAP user experience arising from feedback received from
consultation held with users of the current system.
We will be providing issuers with training on these changes both in person and via webinar, alongside a
comprehensive suite of guidance documentation.
Migration and transitional arrangements
NZX Regulation has prepared information for issuers to assist them in their transition to the updated rules.
NXT and AX Issuers
We have engaged with each of the issuers that are currently listed on the NXT and AX markets, to provide
them with key information about migrating to the Main Board in 2019. The migration process for NXT and
AX issuers will be supported by class waiver relief, including to extend the time by which such issuers will
be required to update their constitutions. Information relating to that migration process is set out on NZX.com.
Existing Main Board/Debt Market issuers
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The transition process for issuers that are already listed on the Main Board or Debt Market on 1 January
2019 reflects that the change for these issuers is low impact. They will just need to release an
announcement to the market to identify their transition date. The transition process for Main Board and
Debt Market issuers will also be supported by class waiver relief, including in relation to the timing for the
update of issuers’ governing documents. We have published information about the transition for Main
Board issuers on NZX.com.
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Appendix 1
We outline below some of the key changes in detail to operation of the rules for equity, funds and debt
issuers. You can find more details in ‘finder tables’, available at the following links to NZX.com. A more
high-level explanation of the settings of the updated Listing Rules is provided in appendix 2.
Layout of the rules
The rules are rearranged to follow a lifecycle approach to listing. The layout of the rules is:
1. Listing and Quotation
2. Governance Requirements
3. Disclosure
4. Changes to Capital
5. Major and Related Party Transactions
6. Voting Rights and Rights of Equity Securities
7. Requirements for Documents
8. Transfers and Statements
9. NZX Powers
The rules are drafted in plain English to make them simpler to understand and more user-friendly.
Glossary
To the extent possible definitions are aligned with those in the Financial Markets Conduct Act 2013 (the
FMC Act).
Associated Person – the current test is complicated and often produced anomalous results. This test is
simplified and streamlined to align more closely with the test under the FMC Act. Note that further
amendments were made to this definition during the course of the FMA approval process.
Average Market Capitalisation – this is updated to mean in relation to an issuer, the Average Market
Price multiplied by the number of Equity Securities carrying votes.
Average Market Price – under the new definition for Average Market Capitalisation, Average Market
Price is calculated as the lesser of the volume weighted average price of an issuer’s quoted equity
securities over a 20 business day period or a five business day period. This calculation is proposed to
reduce potential for aberrant results.
Disqualifying Relationship – the definition of “Disqualifying Relationship” is amended to remove the
current deeming provisions and retain an overarching test. The new definition covers any direct or
indirect interest, position, association or relationship that could reasonably influence or could
reasonably be perceived to influence in a material way the Directors capacity to bring an independent
view to decisions in relation to the issuer, to act in the best interests of the issuer and represent the
interests of the issuer’s financial product holders generally. There is also a new recommendation in the
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NZX Code regarding director independence to support this change. The commentary added is to help
you to assess whether there is a disqualifying relationship.
Financial Product – the current rules referred frequently to a “security” (as was the case under the
former Securities Act before the FMC Act came into force). This is now updated to be financial product
when referring to most products, to align with the FMC Act and avoid confusion. Specific security types
(equity, debt and fund securities) are defined by reference to the definition in the FMC Act.
Minimum Holding size is now $1000.
Senior Manager – aligned with the meaning given in section 6 of the FMC Act, is introduced as a new
definition. This is a person who is not a director but occupies a position that allows that person to
exercise significant influence over the management or administration of the issuer (for example, a chief
executive or a chief financial officer). This replaces the current term ‘officer’. However, the term officer
has been retained for the purpose of ongoing diversity reporting requirements.
Types of issuers
The rules no longer provide for Dual Listed Entities. Instead, issuers will either list with NZX as their Home
Exchange or will be Foreign Exempt issuers. The regime for Foreign Exempt issuers is largely unchanged
from that previously in place for Overseas Listed Issuers, except that Foreign Exempt issuers do not need
to be incorporated overseas.
The rules then set out different requirements for equity issuers, debt issuers (including separately
wholesale debt issuers) and fund issuers. The rules also include a regime for issuers of other financial
products, to create some flexibility in the rules and permits the listing of new or novel types of products
without having to use a number of waivers to fit these into the equity related rules.
Equity issuers
Eligibility for listing
See section 1 of the Listing Rules.
NZX currently requires securities to be held by at least 500 members of the public holding at least 25%
of the number of securities of that class. These spread and free-float requirements are being changed to
100 holders and 20% spread. In addition, the minimum market capitalisation requirement will be set at
$10 million. These requirements are also subject to a further discretion on the part of NZX, for additional
flexibility.
The new minimum holding size is $1000. This is a simplified approach contrasted to the current
requirement, determined by share number and price.
Issuers must continue to have a constitution which complies with the Listing Rules. This document no
longer needs to be submitted to NZX Regulation for review and approval before being approved by
shareholders. A solicitor’s opinion is still required to confirm that a constitution meets the requirements
under the Listing Rules, and this must be provided to NZX Regulation with an application for listing and
then before the constitution is changed.
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Requirements relating to the information that must be provided with an application for listing or quotation
are streamlined (updating current Listing Rules 5.1 and 5.2). Applicants are no longer required to use an
Organising Participant.
Governance
See section 2 of the Listing Rules.
Boards are still required to have a minimum of three directors. Issuers must have at least two directors
that are ordinarily resident in New Zealand. Independent director settings are retained and enhanced. The
NZX Code now recommends (on a “comply or explain” basis that boards have a majority of independent
directors (see recommendation 2.8) while the rules retain a minimum requirement for two independent directors.)
The definition of ‘Disqualifying Relationship’ has been amended: see ‘Glossary’ above.
Rotation requirements are simplified so that a director qualifying for rotation is any director who has held
office (without re-election) past the third annual meeting following the Director’s appointment or three
years, whichever is longer. We have removed the separate exceptions relating to executive directors and
directors who hold a special office. These directors will now be subject to standard director rotation requirements.
Audit committee requirements are retained.
In other updates:
The requirements in relation to conduct of Annual Meetings have been aligned to legislation i.e. to
permit these to be held by audio, audio and visual, and/or electronic means.
NZX has also tweaked the rule relating to directors’ remuneration, to clarify how issuers should calculate
the amount they can increase a fee pool by. This drafting now makes it clear that the issuer should have
regard to the number of directors that were on the board at the time the fee pool was created (as
opposed to the number that are on the board at the time the increase was calculated).
The updated rules expressly set out clauses that can be included in the governing document to create
permissible transfer restrictions. This update addresses common issues relating to transfer restrictions,
including in relation to the specific needs of cooperatives to limit transfers to persons who are not
transacting shareholders. In addition, the rules clarify that escrow agreements that are entered into with
shareholders in respect of “vendor securities” are not subject to the rules prohibiting transfer
restrictions. This simplifies the arrangements for sell downs by major shareholders following listing.
Disclosure and reporting
The periodic reporting requirements are updated to more closely align with existing practices, including
deleting the requirement for separate interim reports. The content requirements for periodic reports are
updated. A key change is to require management commentary as part of periodic reporting.
The common waivers for registered banks, and the class ruling relating to the provision of annual reports
by electronic means, have been reflected in the rules.
Drafting issues with the existing rules are fixed, including references to time (for example, “forthwith” has
been amended to “within one business day”). Requirements for releasing particular information to the
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market have been reviewed and amended (for example, by reducing from 10 business days to five days’
notice for payments of dividends and distributions).
From 7 January 2019, Issuers will be required to input certain key reporting data directly into MAP when
submitting an announcement for release to market.
Some changes have been made to the continuous disclosure rule. In particular, a constructive knowledge
test has been introduced. This means issuers will be subject to continuous disclosure obligations where a
Director or Senior Manager has, or ought reasonably to have, come into possession of material
information in the performance of their duties. Additional guidance will be provided in respect of this
change, which is available for feedback in draft form. We have also amended the reference to
“immediate” disclosure requirements to “promptly and without delay”, replaced the reference to
“executive officers” with “senior managers” and aligned the definition of “material information” with the
Financial Markets Conduct Act.
Capital Raising and transactions
See sections 4 and 5 of the rules
The current headroom threshold for equity issuers is reduced to 15% from 20% for existing Main Board
issuers (and 20/25% for NXT and NZAX issuers).
The rules relating to share purchase plans have also been amended, so that issuers are restricted to issuing
5% of fully paid and vote carrying equity securities already on issue to any person, not just to employees
and executive directors (as per the updated definition within the glossary).
The rules have been updated to reflect the increased use of accelerated offers, including by providing for
the technical issues that arise under the related party rules.
While the definition of a major transaction still refers to 50% of Average Market Capitalisation, issuers
must now consider whether the transaction will significantly change, either directly or indirectly, the
nature of the issuer’s business (instead of whether it will change the essential nature of the issuer’s
business). The change to the definition of Associated Person will also have flow on effects to the
treatment of related party transactions, and NZX has made some minor clarifications in this section (for
example, in relation to leases).
Review and approval of documents
NZX will no longer review:
Offer documents for an offer of quoted equity securities or options under a rights offer or an
accerlerated offer made in reliance on clause 19 of Schedule 1 of the Financial Markets Conduct Act
2019 (sometimes referred to as "same class offers");
Offer documents for offers of quoted equity securities made under a dividend reinvestment plan;
Limited disclosure documents for offers of equity securities prepared as a result of an exclusion under
Schedule 1 of the FMCA;
Finalised Market Structure and Listing Rules Explanatory Paper - October 2018
16

Constitutions and other governing documents (although a solicitor’s opinion must be provided, and the
final approved document must be sent to NZX); and
Notices of meeting merely because they include a shareholder proposal.
Debt Issuers (including wholesale debt)
Issuers of wholesale debt
NZX has introduced a framework for the listing of wholesale debt. Wholesale debt issuers are not required
to meet a minimum market capitalisation or spread requirement. Following listing, issuers of wholesale
debt are largely exempt from the rules. These issuers are only required to comply with:
The obligation to release the offer document or terms sheet for the relevant wholesale debt securities;
and
The rules relating to the form of disclosure and communication to the market.
NZX is accepting applications for the listing of wholesale debt for new listings to take effect from 1 January
2019. The process is streamlined and a practice note will be available from 30 November about how to
do this. See Listing Rules 1.8.1 and 3.25.2.
Other issuers of debt securities
Application of the rules
Debt issuers will continues to be exempt from certain rules: refer to rule 1.3
If the debt security issuer is also an issuer of other securities, they must separately comply with the rules
that apply in respect of those other securities (for example, the rules relating to equity securities if they
have equity quoted).
Eligibility
See section 1 of the Listing Rules.
The rules set a nominal amount for quotation of $10 million, subject to NZX’s discretion. Spread and free
float requirements for debt issuers are removed.
Governance
See section 2 of the Listing Rules.
Trust deed provisions have been updated to recognise updates resulting from the introduction of the FMC
Act where not all offers are regulated offers, for example, if the offer is made in reliance on the same class
(or QFP) regime and help smooth other difficulties that are identified. Debt issuers must comply with Part
4 of the FMC Act, to the extent required by law. Among other things, this sets out the governance
obligations for these issuers, including provisions relating to governing documents and the role of the supervisor.
Finalised Market Structure and Listing Rules Explanatory Paper - October 2018
17

There are also specific requirements relating to the content of governing documents for issuers of debt
securities set out in the rules. This requires those governing documents to set out specific provisions
relating to convening meetings of debt security holders and the passing of extraordinary resolutions.
NZX will no longer review and approve governing documents (although a solicitor’s opinion must be
provided, and the final approved document must be sent to NZX).
A distinction is drawn between transfer restrictions (which are prohibited) and selling restrictions (which
are not) under the updated rules. The updated rules expressly set out clauses that can be included in the
governing document to create permissible transfer restrictions. This update addresses common issues
relating to transfer restrictions. For debt issuers, this will allow these issuers to include a restriction in the
governing document so that security holders have to hold those securities in a specified nominal amount
(for example, $10,000) and/or in multiples of a specified nominal amount.
Disclosure and reporting
See section 3 of the Listing Rules.
The periodic reporting requirements are updated to more closely align with existing practices, including
deleting the requirement for separate interim reports. The content requirements for periodic reports are
updated. A key change is to require management commentary as part of periodic reporting. Debt issuers
continue to have more limited disclosure obligations for annual reports.
The common waivers for registered banks, and the class ruling relating to the provision of annual reports
by electronic means, have been reflected in the rules.
Drafting issues with the existing rules are fixed, including references to time (for example, “forthwith” has
been amended to “within one business day”). Requirements for releasing particular information to the
market have been reviewed and amended (for example, by reducing from 10 business days to five days’
notice for payments of dividends and distributions).
From 7 January 2019, issuers will be required to input certain key reporting data directly into MAP when
submitting an announcement for release to market.
Some changes have been made to the continuous disclosure rule. In particular, a constructive knowledge
test has been introduced. This means issuers will be subject to continuous disclosure obligations where a
Director or Senior Manager has, or ought reasonably to have, come into possession of material
information in the performance of their duties. Additional guidance will be provided in respect of this
change, which is available for feedback in draft form. We have also amended the reference to
“immediate” disclosure requirements to “promptly and without delay”, replaced the reference to
“executive officers” with “senior managers” and aligned the definition of “material information” with the
FMC Act.
Capital raising
The requirement for NZX approval of offer documents for same class debt offers (made in reliance on
clause 19 of Schedule 1 of the FMC Act) has been removed.
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18

Green bonds
NZX will not play a role in certifying green bonds, and the updated rules do not set out additional
obligations for the listing of green bonds. Instead, NZX retains a discretion to approve a designation of a
product as a green bond. Note our guidance to companies who are considering issuing green bonds,
available here (see section 10 of this guidance note).
Once a product is designated as a green bond, the issuer has some additional obligations relating to
providing information to NZX on request, or if it becomes aware that the designation is, or may have
become, misleading or inaccurate.
Fund issuers
Bespoke rules are introduced for managed investment schemes. The rules permit the listing of both
continuous issuers of fund securities and non-continuous issuers of fund securities, and distinguish
between these two groups where necessary.
Application of the rules
Fund issuers will be exempt from certain rules: refer to rule 1.4 In particular, they will not be subject to the
major transactions and related party transaction rules set out in section 5 of the rules, as this is regulated
sufficiently by the FMC Act.
If the fund security issuer is also an issuer of other securities, they must separately comply with the rules
that apply in respect of those other securities (for example, the rules relating to equity securities if they
have equity quoted).
Eligibility
See sections 1.4 and 1.15.1 of the Listing Rules.
The rules set a market capitalisation threshold of $10 million, subject to NZX’s discretion.
Fund issuers that are not continuous issuers must meet spread requirements. 20% of the securities must
be held by at least 100 non-affiliated holders, or the issuer must otherwise have an appropriate spread
of security holders to ensure a sufficiently liquid market.
Fund issuers that are continuous issuers are not required to meet spread requirements.
Governance
See section 2.16 of the Listing Rules
Fund issuers must comply with Part 4 of the FMC Act, to the extent required by law. Among other things,
this sets out the governance obligations for these issuers, including provisions relating to governing
documents, the role and responsibilities of the manager, and the role and responsibilities of the
supervisor. These requirements have been supplemented with a requirement for at least one member of
the board of the manager to be ordinarily resident in New Zealand or Australia.
Finalised Market Structure and Listing Rules Explanatory Paper - October 2018
19

Disclosure and reporting
See section 3 of the Listing Rules.
Fund issuers do not have to prepare the periodic reports required by rules 3.5 to 3.10 of the updated
rules, as this would introduce an additional reporting requirement. Instead:
Every issuer of fund securities that is a managed fund under the FMC Act, must prepare a fund update
under the FMC Act if required to do so by law, and release that fund update through MAP promptly and
without delay after it has been made publicly available; and
Every issuer of fund securities must prepare and release through MAP an annual report prepared in
accordance with the FMC Act, within three months of the balance date of the relevant scheme.
Drafting issues with the existing rules are fixed, including references to time (for example, “forthwith” has
been amended to “within one business day”). Requirements for releasing particular information to the
market have been reviewed and tightened (for example, by reducing from 10 business days to five).
From 7 January 2019, issuers will be required to input certain key reporting data directly into MAP when
submitting an announcement for release to market.
Some changes have been made to the continuous disclosure rule. In particular, a constructive knowledge
test has been introduced. This means issuers will be subject to continuous disclosure obligations where a
Director or Senior Manager has, or ought reasonably to have, come into possession of material
information in the performance of their duties. Additional guidance will be provided in respect of this
change, which is available for feedback in draft form. We have also amended the reference to
“immediate” disclosure requirements to “promptly and without delay”, replaced the reference to
“executive officers” with “senior managers” and aligned the definition of “material information” with the
Financial Markets Conduct Act.
Review and approval of documents
NZX will no longer review offer documents for continuous offers where the offer document has previously
been approved by NZX. NZX will also no longer review and approve governing documents (although a
solicitor’s opinion must be provided, and the final approved document must be sent to NZX).
Corporate action timetables
See section 4 of the Listing Rules.
These have been amended to reflect developments in capital raising methods, including accelerated
entitlement offers, current expectations and practices e.g. for announcement and payment of dividends
to reduce notice from 10 business days to five business days.
In addition, appendix 7 had not been updated for some time this is updated to be more user friendly.
New forms to support the updated rules will be published alongside updated guidance and practices
notes at the end of November 2018.
Finalised Market Structure and Listing Rules Explanatory Paper - October 2018
20

Reverse and backdoor listings
See sections 1.11 and 1.13.1 of the Listing Rules.
The rules have been amended to give NZX the discretion to treat these transactions as a new listing of the
post-transaction issuer. NZX has also given further thought to when it will apply a suspension to trading
of the listed issuer’s shares, and when a profile for these transactions will be required. NZX will publish
updated guidance on these by 30 November 2018.
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21

Appendix 2
EquityDebtFunds
Spread requirementsMinimum 100NoneMinimum 100 for non-
continuous issuers of fund
securities
Free float20%None20% for non-continuous
issuers of fund securities
Minimum value$10 million$10 million nominal value$10 million
Minimum number of
directors
3
Issuer of debt shall comply
with
part 4 of the FMCA to the
extent required by law
If a debt issuer is not subject to
Part 4 of the FMCA, such debt
issuer should comply with all
applicable laws relating to its
governance.
To be governed via legislation
for licensed management
investment schemes. General
discretion for NZX to impose
governance requirements if
FMCA does not apply
In addition, the manager must
have at least one director
ordinarily resident in New
Zealand
Director rotation
r
equirements
Directors must retire every
thr
ee years but shall be eligible
for re-election
At least two directors must
be a r
esident of New Zealand
Yes
Independent directorsMinimum two independent
directors. Recommended
majority
Corporate governance
r
eporting – NZX Corporate
Governance Code
Yes – report against NZX
Corporate Governance Code
Audit committee
r
equirement
Yes
Periodic reportingYes – full year and half year
accounts
Yes – full year and half year
accounts
Carve outs are in place for
registered banks
To be governed via legislation
for licensed management
investment schemes
Continuous disclosureYesYesYes
Guidance will indicate this
r
equires release of information
through MAP of information
which is required to be
released to the public under
legislation and regulations
Limitation on further issues of
securities without
shar
eholder approval
15%N/AN/A
Major transactions threshold50% of average market
capitalisation
N/AN/A
Related party transactions10%N/AN/A
Finalised Market Structure and Listing Rules Explanatory Paper - October 2018
22

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NZX Listing Rules






1 January 2019

NZX Listing Rules – 1 January 2019 Contents
Contents
Section 1 Listing and Quotation 1

Eligibility requirements for Equity, Debt & Fund Securities 1
1.1 Eligibility for Listing as an Issuer of Equity Securities and Quotation of Equity
Securities 1
1.2 Eligibility for Listing as an Issuer of Debt Securities and Quotation of Debt Securities 2
1.3 Rules which do not apply to Issuers of Debt Securities 2
1.4 Eligibility for Listing as an Issuer of Fund Securities and Quotation of Fund
Securities 2
1.5 Rules which do not apply to Issuers of Fund Securities 3
Eligibility requirements for NZX Foreign Exempt Issuers 3
1.6 Eligibility for Listing as an NZX Foreign Exempt Issuer 3
1.7 Compliance with rules of Home Exchange 3
Eligibility requirements for Wholesale Debt Securities Issuers 5
1.8 Eligibility for Listing as an Issuer of Wholesale Debt Securities 5
1.9 Rules which do not apply to Issuers of Wholesale Debt Securities 5
Eligibility requirements for Other Financial Products 5
1.10 Listing and Quotation of Other Financial Products 5
Backdoor Listings 5
1.11 Approval of Backdoor or Reverse Listings 5
Application requirements for Listing and Quotation 6
1.12 Application for Listing 6
1.13 Application for Quotation of Equity Securities 6
1.14 Application for Quotation of Debt Securities 7
1.15 Application for Quotation of Fund Securities 7
1.16 Application for Quotation of Other Financial Products 8

NZX Listing Rules – 1 January 2019 Contents
Designations 9
1.17 Designations 9
1.18 Non-standard Listings 9
General rules for all Listings and Quotations 9
1.19 NZX discretion as to Listing and Quotation 9
1.20 Separate applications for each Class of Financial Products 10
1.21 Commencement of Listing and Quotation 10
1.22 Nominated Contact for service and other communications 10
1.23 Payment of Fees 10
Section 2 Governance Requirements 12

Governance requirements for Equity Security Issuers 12
2.1 Composition of Board of Directors 12
2.2 Appointment of Directors 12
2.3 Director Nominations and Appointment 12
2.4 Equity Holder appointment rights 13
2.5 Alternate Directors 13
2.6 Independence of Directors 14
2.7 Rotation of Directors 14
2.8 Removal of Directors 14
2.9 Proceedings and Powers of Directors 14
2.10 Interested Directors 14
2.11 Directors’ Remuneration 15
2.12 Directors’ Remuneration as Employees or in another capacity 15
2.13 Audit Committee 16
2.14 Equity Security holder notices and meetings 16

NZX Listing Rules – 1 January 2019 Contents
Governance requirements for Debt Security Issuers 17
2.15 Debt Issuers comply with applicable law 17
Governance requirements for Fund Security Issuers 17
2.16 Fund Issuers comply with applicable law 17
Governance requirements for Issuers of Other Financial Products 17
2.17 NZX to determine governance requirements 17
Governing Document requirements for all Issuers 18
2.18 Requirement to have Governing Document 18
2.19 Solicitor’s opinion regarding Governing Document 18
Governing Document requirements for Issuers of Equity Securities 18
2.20 Content of Governing Document for Issuers of Equity Securities 18
Governing Document requirements for Issuers of Debt Securities 19
2.21 Content of Governing Document for Issuers of Debt Securities 19
Governing Document requirements for Issuers of Fund Securities 19
2.22 Governing Document for Issuers of Fund Securities 19
Governing Document requirements for Issuers of Other Financial Products 20
2.23 Governing Document for Issuers of other Financial Products 20
Section 3 Disclosure 21

Continuous disclosure 21
3.1 Disclosure of Material Information 21
3.2 False Market 22
3.3 No Contracting out 22
3.4 Related Party Transactions 22
Periodic disclosure – Equity and Debt Securities 23
3.5 Results Announcement 23
3.6 Preparation and delivery of Annual Reports 23
3.7 Contents of Annual Report 24
3.8 Further Annual Report content for Issuers of Equity Securities 25

NZX Listing Rules – 1 January 2019 Contents
3.9 Registered Banks exempt 27
3.10 Announcements by Mining Issuers 27
Periodic disclosure – Fund Securities 27
3.11 Fund Update 27
3.12 Annual Report 27
Announcements of capital changes and distributions 28
3.13 Issues, acquisitions and redemption of capital 28
3.14 Distributions, conversion and calls 29
Announcements relating to offers 31
3.16 Early and Late Offer Closure 31
3.17 Notification of Level of Subscription 31
Further information to be released through MAP 32
3.18 Proposals of Capital Change and Conditions 32
3.19 Meetings 32
3.20 Directors, Senior Manager and Auditor and other information 32
3.21 Change in Issuer’s details and balance date 33
3.22 Credit Rating 33
3.23 All notices and communications to be released through MAP 33
3.24 Disclosure of Relevant Interest in Financial Products 34
3.25 Disclosure upon initial Quotation or initial Listing 34
Form of disclosure and communication 34
3.26 Form of Disclosure and Communication for Market 34
3.27 Disclosure under Embargo 35
3.28 Disclosure of additional information 35
3.29 Disclosure to NZX Regulation 36
3.30 Ownership of information disclosed 36

NZX Listing Rules – 1 January 2019 Contents
Section 4 Changes to Capital 37

Rules applying to Issuers of Equity Securities 37
4.1 Issue of New Equity Securities 37
4.2 Shareholder approval for Issues by Ordinary Resolution 37
4.3 Pro-rata issues and Share Purchase Plans 38
4.4 Rules applicable to pro-rata issues and Share Purchase Plans 38
4.5 15% Placements 41
4.6 3% Issues to Employees and Executive Directors 42
4.7 Issues to Directors as remuneration 43
4.8 Dividend Reinvestment Plan 43
4.9 Issues relating to takeovers, conversions, minimum holdings and amalgamations 44
4.10 Treasury Stock 44
4.11 Issue of discounted Equity Securities 44
4.12 Entitlements to Third Party Securities 45
4.13 Issues and Buybacks of Securities Affecting Control 45
4.14 Buy Backs and Redemption of Equity Securities 46
4.15 Financial Assistance 48
4.16 Shareholder approval of buy backs, redemption and financial assistance 49
4.17 Rights Issues and Share Purchase Plan additional requirements 49
Issuers of Fund Securities 50
4.18 Issues, buy backs and redemptions of Fund Securities 50
Allotment Processes 51
4.19 Allotment of Financial Products 51
Section 5 Major and Related Party Transactions 52

Rules applying to Equity Issuers 52
5.1 Disposal or Acquisition of Assets 52
5.2 Transactions with Related Parties 53

NZX Listing Rules – 1 January 2019 Contents
Section 6 Voting Rights and Rights of Equity Securities 55

Voting Rights and Voting Restrictions 55
6.1 Voting at meetings to be by poll 55
6.2 Votes attaching to Financial Products 55
6.3 Voting Restrictions 55
6.4 Condition in Contract 57
Rights of Equity Securities 57
6.5 Option 57
6.6 Lien and Forfeiture 58
6.7 Modifications of Rights of Equity Security Holders 59
6.8 Cancellation of Unpaid Amounts 59
Section 7 Requirements for Documents 60

NZX Review of documents 60
7.1 NZX to review documents 60
7.2 Providing documents to NZX for review 61
Preparing documents 61
7.3 Preparing Offer Document or Profile 61
Content of documents 62
7.4 Content of Offer Document and Profile 62
7.5 Disposal of Major Holdings 63
7.6 Additional Requirements for Debt Securities 63
7.7 Prominence of statements in Offer Documents 64
7.8 Notices of Meeting 64
7.9 Proxy approval 66
7.10 Appraisal reports 67
Section 8 Transfers and Statements 69

Transfers 69
8.1 Transfer of Quoted Financial Products (common rules) 69

NZX Listing Rules – 1 January 2019 Contents
8.2 Escrow Agreements 70
Statements 71
8.3 Statements 71
Financial Product Registers 71
8.4 Registration 71
8.5 Legal title transfer 72
Section 9 NZX Powers 74

Status of the Rules and changes to the Rules 74
9.1 Status of Rules 74
9.2 Amendment of Rules 74
9.3 Procedures 74
9.4 Effect of Amendment 75
9.5 Disputed Interpretation 75
9.6 Rulings 75
9.7 Waiver 76
9.8 Interpretation Policy 77
9.9 Trading Halts, Suspension, Cancellations and other Powers 77
Compliance and enforcement 77
9.10 Contract and Commercial Law Act to Apply 77
9.11 Compliance by Subsidiaries and in concert parties 78
9.12 NZX Regulation 78
9.13 The Tribunal 80
9.14 Liability and Indemnity 80
9.15 Costs 81

NZX Listing Rules – 1 January 2019 Glossary
Glossary
Part A – Definitions
In these Rules the following terms have the following meaning:
Accelerated Offer
means an offer with one or more “accelerated
features” (as that term is defined in clause 8A(5) of
the Takeovers Code (Class Exemptions) Notice
(No 2) 2001).
Aggregate Net Value
means the net value of the relevant assets calculated
as the greater of:
(a) the net tangible asset value or, for leased
assets, the value of the right of use (in each
case, from the most recently published financial
statements of the relevant Issuer, if applicable),
or
(b) market value.
Appraisal Report
means a report prepared by an appraiser and
complying with Rule 7.10.
Associated Person

a person (A) is associated with, or an Associated
Person of, another person (B) if:
(a) A is able, directly or indirectly, to exert a
substantial degree of influence over the
activities of B (or vice versa),
(b) B is a body corporate and A has the power,
directly or indirectly, to exercise, or control the
exercise of, more than 50% of the Votes
attaching to the Financial Products of B (or vice
versa),
(c) A and B are Relatives or Related Bodies
Corporate,
(d) A and B are partners to whom the Partnership
Act 1908 applies,
(e) A is a director or Senior Manager of B (or vice
versa), or
(f) A and B are acting jointly or in concert,

NZX Listing Rules – 1 January 2019 Glossary
except that:
(g) A is not an Associated Person of B merely
because:
i. A acts as a professional or business adviser
to B, without a personal financial interest in
the outcome of that advice,
ii. A’s ordinary business includes dealing in
Financial Products on behalf of others and A
is acting in accordance with the specific
instructions of B,
iii. A acts as a proxy or representative of B for
the purposes of a meeting of holders of
Financial Products, or
iv. there is another person with which A and B
are both associated,
(h) persons will not be Associated Persons if NZX
makes a Ruling that they are not Associated
Persons.
Audit Committee
means a committee of the Board formed in
accordance with Rule 2.13.
Authorisation Code
means an alphanumeric identifier authorising access
to a Financial Product holder’s account at the Issuer’s
registry.
Average Market Capitalisation
means, in relation to an Issuer, the Average Market
Price multiplied by the number of Quoted Equity
Securities carrying Votes on Day A.
Average Market Price

means, on Day A, the lesser of the volume weighted
average price of an Issuer’s Quoted Equity Securities
(or, when calculating a Minimum Holding, the relevant
Financial Product) calculated from trades through the
Main Board over the following two periods:
(a) 20 Business Days before Day A, or
(b) 5 Business Days before Day A.
Aware
an Issuer becomes aware of information if, and as
soon as:
(a) a Director or a Senior Manager of the Issuer, or

NZX Listing Rules – 1 January 2019 Glossary
(b) if the Issuer is a Managed Investment Scheme,
a Director or a Senior Manager of the Manager,
has, or ought reasonably to have, come into
possession of the information in the course of the
performance of their duties.
Backdoor or Reverse Listing
means a transaction, or series of related transactions,
entered into by an Issuer which would result in a
significant change:
(a) in the ownership of a majority of the Equity
Securities carrying Votes, and
(b) either directly or indirectly, in the nature or
scale of its activities, including through the
acquisition of a new business.
Bank
means:
(a) a Registered Bank,
(b) a bank having recognition comparable to that of
a Registered Bank under the laws of Australia,
the United States of America, Japan,
Singapore, Hong Kong, the United Kingdom,
Germany, France or other member of the
European Economic Area or Organisation for
Economic Co-operation and Development
(OECD), or
(c) any other financial institution approved by NZX.
Board
means the board of Directors of an Issuer.
Business Day
means a time between 8.30 am and 5.30 pm on a day
on which NZX is open for trading.
Class
means a class of Financial Products having identical
rights, privileges, limitations and conditions, and
includes or excludes Financial Products which NZX in
its discretion deems to be, or not to be, of that class.
Code Company
means an Issuer which is a code company as defined
in the Takeovers Code.
Continuous Issuer
has the meaning given in section 6 of the FMC Act.
Convert
means, in respect of a Financial Product, to:
(a) convert that Financial Product into, or exchange
it for, a Financial Product of a different sort

NZX Listing Rules – 1 January 2019 Glossary
(whether at the option of the holder, the Issuer,
or otherwise), or
(b) subscribe for, or obtain, a Financial Product of a
different sort,
pursuant to a right conferred by the first mentioned
Financial Product.
Conversion and Convertible have corresponding
meanings.
CSN
has the meaning given in the NZX Participant Rules.
Day A
means, unless a Rule specifies otherwise, the day
before a relevant action is taken (e.g. an issue is
made or transaction entered into) or the day before it
is announced to market, whichever is the earlier.
Debt Market
means the debt security financial product market
operated by NZX.
Depository Rules
means New Zealand Depository Limited’s Depository
Operating Rules.
Depository System
has the meaning given in the Depository Rules.
Debt Security
has the meaning given in sections 8(1) and 8(5) of the
FMC Act, subject to NZX’s sole discretion to declare,
by way of a Ruling, a Financial Product to be, or not to
be, a Debt Security.
Director
means:
(a) in relation to a company incorporated in New
Zealand, a director within the meaning of
section 126(1)(a) of the Companies Act 1993,
(b) in relation to a Managed Investment Scheme, a
director (within the meaning of section 126(1)(a)
of the Companies Act 1993) of the Manager, or
(c) in relation to any other entity where paragraph
(a) or (b) does not apply, any person occupying
a position in that entity, or in the Manager of
such entity, that is comparable with that of a
director of a company,
Disqualifying Relationship
means any direct or indirect interest, position,
association or relationship that could reasonably
influence, or could reasonably be perceived to
influence, in a material way, the Director’s capacity to:

NZX Listing Rules – 1 January 2019 Glossary
(a) bring an independent view to decisions in
relation to the Issuer,
(b) act in the best interests of the Issuer, and
(c) represent the interests of the Issuer’s Financial
Product holders generally,
having regard to the factors described in the NZX
Corporate Governance Code that may impact director
independence, if applicable.
Employee
means, in relation to an Issuer:
(a) an employee or officer of that Issuer or any of
its Subsidiaries,
(b) a labour-only contractor, consultant or
consultant company who or which contracts
with that Issuer or any of its Subsidiaries,
(c) any trustee or trustees on behalf of any of the
above, and
(d) any trustee or trustees of, or in respect of any
pension, superannuation or like fund
established for the benefit of any of the above.
If the Issuer is a Managed Investment Scheme, a
reference to “Issuer” above is to be read as a
reference to the Manager of such Issuer.
Equity Security
has the meaning given in sections 8(2) and 8(5) of the
FMC Act and also includes a Right, subject to NZX’s
sole discretion to declare, by way of a Ruling, a
Financial Product to be, or not to be, an Equity
Security (and includes any Fund Security deemed to
be an Equity Security under Rule 1.1.2).
Escrow Agreement
has the meaning given in Rule 8.2.1.
Executive Director
means a Director who is also an Employee of the
Issuer.
Ex Date
in relation to a benefit, means the first Business Day
before the Record Date for that benefit, unless NZX
determines otherwise.
Financial Product
has the meaning given in section 7 of the FMC Act (as
expanded by section 8 of that Act) and also includes a
Right.

NZX Listing Rules – 1 January 2019 Glossary
FMA
means the Financial Markets Authority established
under the Financial Markets Authority Act 2011.
FMC Act
means the Financial Markets Conduct Act 2013.
FMC Regulations
means the Financial Markets Conduct Regulations
2014.
Fund Security
means a “managed investment product” as defined in
sections 8(3) and 8(5) of the FMC Act in relation to a
Managed Investment Scheme, subject to NZX’s sole
discretion to declare, by way of a Ruling, a Financial
Product to be, or not to be, a Fund Security.
Fund Update
has the meaning given in regulation 5 of the FMC
Regulations.
Governing Document
means:
(a) in the case of an Issuer of Equity Securities, its
constitution, articles of association or other
constituent documents,
(b) in the case of an Issuer of Debt Securities, a
trust deed or the one or more deeds,
agreements, or instruments that constitute
those Debt Securities,
(c) in the case of a Managed Investment Scheme
constituted as a trust, the one or more trust
deeds that constitutes the scheme, or
(d) in the case of any other Managed Investment
Scheme where (c) does not apply, the one or
more deeds, agreements, or instruments that
constitute or govern the scheme,
and including (in each case) any amendments to a
document referred to in paragraph (a) to (d).
Gross Value
means the gross value of the relevant assets
calculated as the greater of:
(a) the gross asset value (or, for leased assets, the
value of the right of use) from the most recently
published financial statements of the relevant
Issuer, if applicable, or
(b) market value.

NZX Listing Rules – 1 January 2019 Glossary
Head of Market Supervision
means the person occupying the position of Head of
Market Supervision of NZX, by whatever name called.
Head Security
means the Financial Product which, immediately
before the Ex Date, confers on the holder entitlement
to a benefit.
Home Exchange
means NZX, or any other Recognised Stock
Exchange which NZX is satisfied has:
(a) primary jurisdiction in relation to listing
requirements for the Issuer and quotation of its
Financial Products, or
(b) if Rule 1.6.1(b) applies, primary jurisdiction in
relation to the quotation of the relevant Financial
Product of the Issuer.
Independent Director
means a Director who is not an Employee of the
Issuer and who has no Disqualifying Relationship.
ISIN
means International Security Identification Number.
Issuer
means:
(a) any person which is Listed (and includes, for the
purposes of a Listed Managed Investment
Scheme, the manager of the scheme), and
(b) includes, as the context permits, all members
(other than another Listed entity or that Listed
entity’s Subsidiary) of any group of companies
or other entities of which such Issuer is the
holding company or has a controlling interest, to
the extent this is necessary to prevent the object
of the Rules being frustrated or avoided by the
use of a separate legal personality, and
(c) for the purpose of the disclosure of information,
the group (as defined in (b)) includes any
Associated Persons of the Issuer over which the
Issuer has control in law or in fact (other than
another Listed entity or that Listed entity’s
Subsidiary).
Key Audit Partner
has the meaning given in the definition section of the
External Reporting Board’s Professional and Ethical
Standard 1 (Revised): Code of Ethics for Assurance
Practitioners (PES 1).

NZX Listing Rules – 1 January 2019 Glossary
Listed
means the status of a person that is party to a listing
agreement with NZX under which such person agrees
to comply with the Rules and NZX agrees to
administer the listing.
List and Listing have corresponding meanings.
Main Board
means the main board financial product market
operated by NZX.
Managed Investment Scheme
has the meaning given in section 9 of the FMC Act
(including a scheme declared to be such a scheme
under Part 9 of that Act) subject to NZX’s sole
discretion to declare, by way of a Ruling, a scheme or
arrangement to be, or not to be, a Managed
Investment Scheme.
Manager
has the meaning given in section 6(1) of the FMC Act.
MAP
means the market announcement platform nominated
by NZX from time to time to electronically process,
release and store announcements about Issuers and
Quoted Financial Products.
Material Information
has the meaning given in section 231(1) of the FMC
Act (read together with additional terms defined in
section 232 of that Act).
Material Transaction
means a transaction, or a related series of
transactions, whereby an Issuer:
(a) buys, acquires, gains, leases (as lessor or
lessee), sells or otherwise disposes of, assets
having an Aggregate Net Value above 10% of
the Issuer’s Average Market Capitalisation,
(b) issues its own Financial Products, or acquires
its own Equity Securities, having a market
value above 10% of the Issuer’s Average
Market Capitalisation (except where Rule 4.5
applies or in the case of an issue of Debt
Securities, in which case only the market
value of Financial Products being issued to
any Related Party or to any Employees of the
Issuer are to be taken into account),
(c) borrows, lends, pays or receives money, or
incurs an obligation of an amount above 10%
of the Average Market Capitalisation of the
Issuer (except in the case of an issue of Debt

NZX Listing Rules – 1 January 2019 Glossary
Securities, in which case only the nominal
amount of Debt Securities being issued to any
Related Party or to any Employees of the
Issuer are to be taken into account),
(d) enters into any guarantee, indemnity,
underwriting, or similar obligation, or gives any
security, which could expose the Issuer to
liability above 10% of the Average Market
Capitalisation of the Issuer,
(e) provides or obtains any services (including the
underwriting of Financial Products or services
as an Employee) where the gross cost to the
Issuer in any financial year is likely to exceed
an amount equal to 1% of the Average Market
Capitalisation of the Issuer, or
(f) undertakes an amalgamation, except for
amalgamations of a wholly owned Subsidiary
with another wholly owned Subsidiary or with
the Issuer.
Minimum Holding
means a holding of a Class of Financial Products
having a value of at least $1,000 calculated:
(a) prior to Quotation, at the issue or sale price of
such Financial Products specified in any Offer
Document (and, if expressed as an indicative
price range, the mid-point of that range), or
(b) at any other time, at the Average Market Price.
Mining Issuer
has the meaning given to that term in Appendix 4.
Non-Affiliated Holder
means any person other than:
(a) a person who holds, or is one of a group of
Associated Persons who together hold, 10% or
more of a Class of Financial Products, or
(b) a person who has, or is one of a group of
Associated Persons who together have, the
power (whether contingent or not) to appoint
one or more Directors of the Issuer, or
(c) any other person or group of persons whom
NZX in its discretion declares not to be a Non-
Affiliated Holder for the purposes of the Rules.
Non-Standard
means a designation given by NZX under Rule 1.18.1.

NZX Listing Rules – 1 January 2019 Glossary
NZX
means NZX Limited and includes its predecessors,
successors and assigns and, as the context permits,
includes any authorised delegate of NZX (including
the Tribunal).
NZX Corporate Governance
Code
means the code set out in Appendix 1.
NZX Foreign Exempt Issuer
means:
(a) an Issuer Listed on the Main Board or Debt
Market as a secondary listing under Rule 1.6.1,
and
(b) where the context permits, an Issuer to the
extent it has a Class of Financial Product
Quoted and the Home Exchange of such
Financial Product is a Recognised Stock
Exchange.
NZX Participant Rules
means the NZX Participant Rules made by NZX from
time to time.
NZX Regulation Personnel
means any person holding an appointment or
designated by NZX as NZX Regulation Personnel and
includes the Head of Market Supervision.
Offer Document
means in relation to an offer of Financial Products to
be Quoted on the Main Board or Debt Market:
(a) a PDS, if Part 3 of the FMC Act applies (and,
in the case of a Continuous Issuer, also
includes a document containing the terms and
conditions of the particular Financial Products
to the extent not contained in the PDS),
(b) a Schedule 1 Offer Document,
(c) any document of similar effect to a PDS
required by the conditions of any applicable
exemption granted by FMA from Part 3 of the
FMC Act,
(d) any offering document prepared in compliance
with the mutual recognition scheme under the
FMC Regulations; and
(e) any document which NZX in its sole discretion
declares by a Ruling to be an Offer Document.

NZX Listing Rules – 1 January 2019 Glossary
Option
means an option to acquire, by way of issue, a
Financial Product.
Ordinary Resolution
means a resolution passed by a simple majority of
Votes of Financial Product holders entitled to Vote
and voting.
Other Financial Product
means, a Financial Product that is not an Equity
Security, Debt Security or Fund Security subject to
NZX’s sole discretion to declare, by way of a Ruling, a
Financial Product to be, or not to be, an Other
Financial Product.
Participant
means a person who is a Legal Title Transfer
Depository Participant as defined by the Depository
Rules.
PDS
has the meaning given in section 6 of the FMC Act.
Profile
means a document with the content required by
Rule 7.4.1, which may be required from time to time
by NZX under Rule 7.3.1(b).
provide to NZX
means to provide such information, material or notice
to NZX under Rule 3.29 not for market release.
QFP notice
a notice given under clause 20(1)(a) of Schedule 8 of
the FMC Regulations.
Quoted
means a Financial Product of an Issuer that is
approved for trading on NZX (for the avoidance of
doubt, a Financial Product does not cease to be
Quoted merely because trading of that product is
suspended or halted).
Quote and Quotation have corresponding meanings.
Reciprocal Arrangement
means any agreement or arrangement which provides
for the disclosure of information between NZX and
any government or non-governmental agency,
authority or association in New Zealand or elsewhere
whose functions include monitoring, surveillance or
regulation of:
(a) Issuers’ compliance with their obligations
under listing rules, applicable laws and
regulations, or
(b) trading in, or clearance and settlement of,
transactions in Financial Products, derivatives

NZX Listing Rules – 1 January 2019 Glossary
or commodities (whether in New Zealand or
elsewhere).
Recognised Stock Exchange
means a stock exchange approved by NZX from time
to time as enforcing rules, procedures and
requirements sufficiently similar to those of these
Rules to justify issuers on such stock exchange
Listing on the NZX as an NZX Foreign Exempt Issuer.
Record Date
means the time fixed by an Issuer for the
determination of the Financial Product holders to
whom an entitlement, right or obligation relating to the
Financial Products of that Issuer applies.
Registered Bank
has the meaning given in section 2 of the Reserve
Bank of New Zealand Act 1989.
Related Body Corporate
has the meaning given in section 12(2) of the FMC
Act.
Related Party
means a person who, at the time of a Material
Transaction, or at any time within the previous six
months, was:
(a) a Director or Senior Manager of the Issuer or
any of its Subsidiaries,
(b) the holder of a Relevant Interest in 10% or more
of a Class of Equity Securities of the Issuer
carrying Votes,
(c) an Associated Person of the Issuer or any of the
persons referred to in (a) or (b), except where
the person becomes an Associated Person as a
consequence of the Material Transaction, or
(d) a person in respect of whom there are
arrangements which are intended to result in
that person becoming, or expected to become, a
person described in (a), (b), or (c) other than as
a consequence of the Material Transaction,
but a person is not a Related Party of an Issuer if:
(e) the only reason why that person would
otherwise be a Related Party of the Issuer is

NZX Listing Rules – 1 January 2019 Glossary
that a Director or Senior Manager of the Issuer
is also a Director of that person, so long as:
(i) the proportion of Directors of the Issuer
who are also Directors of that person is
one third or less, and
(ii) no Director or Senior Manager of the
Issuer has a material direct or indirect
economic interest in that person, other
than receiving reasonable Director’s fees
or executive remuneration, or
(f) that person is a Subsidiary or incorporated joint
venture of, or unincorporated joint venture
participant with, the Issuer and:
(i) no Related Party of the Issuer has or
intends to obtain, other than through the
Issuer itself, a material direct or indirect
economic interest in that Subsidiary or
joint venture other than receiving
reasonable Director’s fees or executive
remuneration, and
(ii) the Issuer has at least 50% of the Votes in
or is entitled to at least 50% of the
dividends declared or paid by the
Subsidiary or incorporated joint venture or
is entitled to at least one half of the income
or profits, and the assets, of the
unincorporated joint venture (if and when
distributed).
Relative

in relation to a person (A), means any of the following:
(a) A’s spouse, civil union partner, de facto partner
(b) a parent or child of A,
(c) a trustee of a trust under which A, or a relative
of A (under paragraphs (a) or (b)), is a
beneficiary who is:
(i) presently entitled to a share of the trust
estate or income, or
(ii) individually or together with other
beneficiaries, in a position to control the
trustee,

NZX Listing Rules – 1 January 2019 Glossary
(d) a trustee of a trust if—
(i) the trust is a family trust within the
meaning of section 173M(5) of the Tax
Administration Act 1994, and
(ii) a majority of the individuals who are
beneficiaries under the trust are relatives
of A (under paragraphs (a) or (b)).
Relevant Interest
has the meaning given in sections 235 to 238 of the
FMC Act.
Renounceable
in relation to a Right or offer of Equity Securities
means a Right or offer of Equity Securities that is
transferable (whether on or off-market) by the holder
to another person (whether or not an existing holder
of any Equity Securities to which the Right or offer
relates).
Results Announcement
means an announcement with the applicable
information specified in Appendix 2 and such
additional content as may be prescribed by NZX from
time to time.
Right
means any right (whether conditional or not, whether
Renounceable or not and whether Quoted or not) to
acquire an Equity Security, including a right under a
Share Purchase Plan.
Rules
means these NZX Listing Rules.
Ruling
means any decision or determination by NZX as to
the meaning, interpretation or application of the
Rules and includes any ruling, waiver, or revocation of
a waiver given under Rule 9.5, Rule 9.6, or Rule 9.7.
Schedule 1 Offer Document
means a document or documents containing the
terms and conditions of:
(a) an offer of Quoted Equity Securities made in
reliance on the exclusion contained in clause 10
of Schedule 1 of the FMC Act,
(b) an offer of Quoted Equity Securities or Options
under a Rights offer or an Accelerated Offer
made in reliance on clause 19 of Schedule 1 of
the FMC Act (whether Renounceable or non-
Renounceable),

NZX Listing Rules – 1 January 2019 Glossary
(c) an offer of Debt Securities made in reliance on
clause 19 of Schedule 1 of the FMC Act,
(d) any document or documents of similar effect to
those referred to in paragraphs (a) to (c)
required by the conditions of any applicable
exemption granted by FMA from Part 3 of the
FMC Act, or
(e) an offer of Financial Products made under a
limited disclosure document, if an exclusion
under Schedule 1 of the FMC Act applies to that
offer.
Senior Manager
has the meaning given in section 6 of the FMC Act.
Settlement System
has the meaning given in the Depository Rules.
Share Purchase Plan
means an offer of Equity Securities to all holders of
existing Equity Securities of the Issuer carrying Votes
(subject to Rule 4.4.1(e)) where:
(a) the consideration payable for the Equity
Securities issued does not in any 12 month
period exceed $15,000 per registered holder
(or, in the case of Equity Securities held through
a custodian, each beneficial owner),
(b) the number of Equity Securities to be issued
does not exceed 5% of the Class of Equity
Securities already on issue at the time the offer
is made which are fully paid and entitle the
holder to Vote, and
(c) the Offer Document contains a term to the effect
that, if the offer is oversubscribed,
oversubscriptions will be accepted (subject to
paragraph (b) above or such lower limit as
contained in the Offer Document) or
acceptances will be scaled having regard to the
number of fully paid Equity Securities carrying
Votes held by those accepting the offer either
on the Record Date or the closing date of the
offer (and which date is relevant must be
specified in the Offer Document).
State Enterprise
has the meaning given in section 2 of the State-
Owned Enterprises Act 1986.

NZX Listing Rules – 1 January 2019 Glossary
Statement
means a statement of holding of Quoted Financial
Products complying with Rule 8.3.
Subsidiary
means:
(a) a subsidiary within the meaning of section 5 of
the Companies Act 1993 (read together with
sections 7 and 8 of that Act), and
(b) an entity treated as a subsidiary within the
meaning of any financial reporting standard
approved in terms of section 19 of the Financial
Reporting Act 2013.
Substantial Product Holder
has the meaning given in section 274(1) of the FMC
Act.
Takeovers Code
means the Takeovers Regulations 2000.
through MAP
means to submit the relevant announcement for
market release through MAP in accordance with Rule
3.26.
Treasury Stock
means shares held by an Issuer under provisions in
the Companies Act 1993 which enable treasury stock
to be held by a company. This includes shares held
by a Subsidiary of a company other than in
accordance with section 82(6) of the Companies Act
1993.
Tribunal
means the NZ Markets Disciplinary Tribunal, a body
constituted by NZX under the Tribunal Rules and,
where the context permits, includes the chairperson,
deputy chairperson and any division or authorised
delegate of the NZ Markets Disciplinary Tribunal.
Tribunal Rules
means the NZ Markets Disciplinary Tribunal Rules.
Vendor Securities
means Equity Securities issued by an Issuer at or
around the time of its Listing, or at or around the first
Quotation of Equity Securities of the same Class, or
which are issued with a view to such Listing or
Quotation, and which are issued as consideration for
(whether directly or indirectly), or in connection with:
(a) the acquisition by the Issuer or its Subsidiary of
any material property (including any patent or
intellectual property, or goodwill), or

NZX Listing Rules – 1 January 2019 Glossary
(b) services provided or to be provided to the
Issuer or its Subsidiary (whether related to its
formation, promotion, or Listing, or otherwise),
and includes:
(c) any Financial Products issued through a
consolidation, subdivision, bonus issue, or
similar arrangement in respect of Equity
Securities referred to above, and
(d) any other Financial Products which NZX
determines are Vendor Securities.
Vote
means a right to vote at a meeting of Financial
Product holders, other than:
(a) a right to vote solely upon matters immaterial or
inconsequential to the control of the Issuer or
any material part of the Issuer’s business,
(b) a right to vote only when payments in respect of
the Financial Product in question is in arrears or
some other default exists, or on a proposal to
change the rights attaching to that Financial
Product, or in other circumstances of a special
or remote nature, or
(c) a right to vote attaching to Financial Products,
other than Equity Securities, which is
exercisable only at meetings of holders of those
Financial Products.
Wholesale Debt Securities
means Debt Securities where the terms of offer by the
Issuer limit subscription in New Zealand to wholesale
investors (as defined in Schedule 1 of the FMC Act) or
a subset of such wholesale investors.

NZX Listing Rules – 1 January 2019 Glossary
Part B – Interpretation
1 An Issuer must comply with the Rules as interpreted:
(a) in accordance with their spirit, intention and purpose,
(b) by looking beyond form to substance, and
(c) in a way that best promotes the principles on which the Rules are based.
2 In these Rules (unless the context requires otherwise):
(a) headings to clauses are for reference only and are not an aid in interpretation,
(b) references to a statutory provision, regulation or exemption notice will be
construed as a reference to that statutory provision, regulation or exemption
notice as it may be amended, re-enacted or modified by other provisions
(including by regulation, order-in-council or other instrument), and includes
reference to any other statutory provision necessary for the interpretation of the
statutory provision, regulation or exemption notice,
(c) any reference to a person includes that person’s successors and permitted
assigns,
(d) any reference to a period of time is to be calculated in accordance with
section 35 of the Interpretation Act 1999,
(e) any reference to a day which is not a Business Day, upon or by which something
must be done, is a reference to the next Business Day,
(f) words importing the plural include the singular and vice versa and words
importing gender import all genders,
(g) a reference to conduct or engaging in conduct includes doing, omitting to do or
refusing to do any act and, unless otherwise stated, extends to causing,
permitting, suffering or authorising the act or the omission to occur,
(h) all warranties, representations, indemnities, covenants, agreements and
obligations given or entered into by more than one person will be deemed to
have been given or entered into jointly and severally,
(i) if a word or expression is given a particular meaning, another part of speech or
grammatical form of that word or expression has a corresponding meaning,
(j) a reference to a Rule (e.g. Rule 2.6) includes a reference to all sub-
Rules included under that Rule (e.g. Rule 2.6.3) and a reference to a Section
(e.g. Section 2) includes a reference to all Rules and sub-Rules within that
Section,
(k) a reference to time is a reference to New Zealand time and references to
monetary amounts are to New Zealand currency,

NZX Listing Rules – 1 January 2019 Glossary
(l) if the name of a body (whether incorporated or not) or the name of an office is
changed by law, then a reference in these Rules is taken as a reference to the
body or office under the new name, and
(m) the appendices to the Rules have the same force and effect as if set out in the
body of the Rules.
3 In these Rules the following Rules of interpretation apply:
(a) an agreement includes a contract, deed, licence, franchise, undertaking or other
document (in each case, whether oral or written) and includes that agreement as
modified, supplemented, novated or substituted from time to time,
(b) a holding company means a company of which another company is a
Subsidiary,
(c) a reference to including or similar words means including without limiting the
generality of the preceding words,
(d) a law includes common or customary law and any constitution, decree,
judgment, legislation, order, ordinance, regulation, statute, treaty or other
legislative measure, in each case of any relevant jurisdiction (and “lawful” and
“unlawful” will be construed accordingly),
(e) the word person includes any association of persons whether corporate or
unincorporated, and any state or government or department or agency thereof,
whether or not having separate legal personality,
(f) rights includes authorities, discretions, remedies, powers and causes of action,
and
(g) the words written and writing include all means of communication resulting in
permanent visible reproduction.
4 These Rules are governed by, and construed in accordance with, the law of New
Zealand. Each Issuer is deemed, by entering into an agreement to be Listed with NZX,
to have irrevocably submitted to the non-exclusive jurisdiction of the Courts of New
Zealand.

NZX Listing Rules – 1 January 2019 1 of 81
Section 1
Listing and Quotation


Eligibility requirements for Equity, Debt & Fund Securities
1.1 Eligibility for Listing as an Issuer of Equity Securities and Quotation of Equity
Securities
1.1.1 For an applicant to be Listed on the Main Board, with NZX as its Home Exchange and its
Equity Securities Quoted:
(a) the applicant must have a Governing Document consistent with Rule 2.18 and
Rule 2.20 and applicable legislation, and
(b) a Class of Equity Securities will not generally be considered for initial Quotation
unless:
(i) the anticipated market capitalisation of the applicant’s Equity Securities to
be Quoted is at least $10 million, and
(ii) NZX is satisfied that, upon Quotation:
(A) at least 20% of the Class of Equity Securities will be held by at
least 100 Non-Affiliated Holders (being the registered holders or, in
the case of Equity Securities held through a custodian, the
beneficial owners of the Equity Securities), with each such Non-
Affiliated Holder holding (or having a beneficial interest in) at least
a Minimum Holding, or
(B) the applicant will have an appropriate spread of Equity Security
holders to ensure a sufficiently liquid market in the Class of Equity
Securities.
1.1.2 The Manager of a Managed Investment Scheme may apply to List as an Issuer of Equity
Securities, and to have the Financial Products of the Managed Investment Scheme
Quoted as Equity Securities, rather than as Fund Securities. If NZX accepts such an
application, the Financial Products will be deemed to be Equity Securities and not Fund
Securities, and the Rules (including Appendix 3) will apply accordingly.



Eligibility for Listing and Quotation – Equity, Debt, Funds, Other Financial Products
Application for Listing and Quotation
Backdoor Listings

NZX Listing Rules – 1 January 2019 2 of 81
1.2 Eligibility for Listing as an Issuer of Debt Securities and Quotation of Debt
Securities
1.2.1 For an applicant to be Listed on the Debt Market, with NZX as its Home Exchange, and
its Debt Securities Quoted:
(a) the applicant must have a Governing Document consistent with Rule 2.18 and
Rule 2.21, and applicable legislation, and
(b) a Class of Debt Securities will not generally be considered for initial Quotation
unless the nominal amount of the applicant’s Debt Securities to be Quoted is at
least $10 million.
1.3 Rules which do not apply to Issuers of Debt Securities
1.3.1 The following Rules do not apply to an Issuer of Debt Securities:
(a) Rules 2.1 to 2.14, 3.4, 3.8, 3.14.4, Section 4 (except for Rule 4.19), Section 5,
Section 6, Rule 7.5, Rule 7.8, and
(b) any other Rules that NZX specifies either before or after the Issuer is Listed,
unless the Issuer is also an Issuer of other Quoted Financial Products, in which case the
Issuer must comply with the Rules that apply in respect of those Quoted Financial
Products.
1.4 Eligibility for Listing as an Issuer of Fund Securities and Quotation of Fund
Securities
1.4.1 For an applicant to be Listed on the Main Board, with NZX as its Home Exchange and its
Fund Securities Quoted:
(a) the applicant must have a Governing Document consistent with Rule 2.18 and
Rule 2.22, and applicable legislation,
(b) a Class of Fund Securities will generally not be considered for initial Quotation
unless:
(i) the anticipated market capitalisation of the applicant’s Fund Securities to
be Quoted is at least $10 million, and
if the applicant is not a Continuous Issuer, NZX is satisfied that, upon Quotation:
(ii) at least 20% of the Class of Fund Securities will be held by at least 100
Non-Affiliated Holders (being the registered holders or, in the case of
Fund Securities held through a custodian, the beneficial owners of the
Fund Securities), with each such Non-Affiliated Holder holding (or having
a beneficial interest in) at least a Minimum Holding, or

NZX Listing Rules – 1 January 2019 3 of 81
(iii) the applicant will have an appropriate spread of Fund Security ownership
to ensure a sufficiently liquid market in the Class of Fund Securities.
1.5 Rules which do not apply to Issuers of Fund Securities
1.5.1 The following Rules do not apply to an Issuer of Fund Securities:
(a) Rules 2.1 to 2.14, 3.5 to 3.10, Section 4 (except for Rules 4.18 and 4.19),
Section 5, Section 6, and
(b) any other Rules that NZX specifies either before or after the Issuer is Listed,
unless the Issuer is also an Issuer of other Quoted Financial Products, in which case the
Issuer must comply with the Rules that apply in respect of those Quoted Financial
Products.
Eligibility requirements for NZX Foreign Exempt Issuers
1.6 Eligibility for Listing as an NZX Foreign Exempt Issuer
1.6.1 For an applicant to be Listed with NZX as an NZX Foreign Exempt Issuer, or for an
Issuer to have Financial Products Quoted as an NZX Foreign Exempt Issuer, the
applicant or Issuer (as applicable) must:
(a) have a Recognised Stock Exchange as its Home Exchange, and
(b) be subject to the listing rules (or their equivalent) of its Home Exchange in
respect of the Financial Products it proposes to Quote as an NZX Foreign
Exempt Issuer,
and the applicant need not apply for Quotation of all Classes of Financial Products
quoted on its Home Exchange.
1.6.2 An existing NZX Foreign Exempt Issuer may apply for a Class of Financial Products to
be Quoted, with NZX being the Home Exchange of such Financial Products, while
retaining its NZX Foreign Exempt Issuer status in respect of other Financial Products.
1.7 Compliance with rules of Home Exchange
1.7.1 An NZX Foreign Exempt Issuer will be deemed (subject to Rule 1.7.2) to satisfy and
comply with all the Rules so long as:
(a) it remains listed on its Home Exchange, and
(b) all of the Financial Products of the Issuer Quoted on NZX remain quoted on its
Home Exchange,
unless the NZX Foreign Exempt Issuer is also an Issuer of another class of Financial
Product Quoted on NZX, with NZX being the Home Exchange of such Financial

NZX Listing Rules – 1 January 2019 4 of 81
Products, in which case the Issuer must comply with applicable laws and the Rules that
apply in respect of those Quoted Financial Products.
1.7.2 An NZX Foreign Exempt Issuer must:
(a) release through MAP at the same time as, or promptly and without delay after,
any information or notice it has provided to its Home Exchange that is made
public, and any additional information NZX requests from time to time, in the
manner and form NZX prescribes from time to time,
(b) promptly and without delay release through MAP any notice or other information
provided to its Home Exchange by third parties for market release in relation to
the Issuer that is made public and released under the listing rules of its Home
Exchange or applicable laws (for example, equivalent disclosures by substantial
product holders, directors and senior managers or takeover notifications),
(c) continue to comply with the listing rules (or their equivalent) of its Home
Exchange,
(d) promptly inform NZX if the Issuer:
(i) has breached any listing rules (or their equivalent) of its Home Exchange,
(ii) is granted a waiver of all or part of any listing rules (or their equivalent) of
its Home Exchange, or
(iii) has had its listing cancelled, or the quotation of its Financial Products
suspended, on its Home Exchange,
(e) promptly and without delay request a trading halt in respect of its Quoted
Financial Products if trading in those Financial Products is halted (or the Issuer
has applied for a trading halt) on its Home Exchange, and
(f) comply with the following Rules with all necessary modifications:
(i) Rule 1.7.2, Rule 1.19, Rule 1.21, Rule 1.23.1, Rule 3.26, and Rule 3.29,
(ii) Section 9, and
(iii) any other Rules that NZX may declare, at any time by notice to the Issuer,
to apply to such Issuer regardless of whether the listing rules (or their
equivalent) of its Home Exchange contain a similar provision.
1.7.3 As a general rule, NZX will follow the actions of the Home Exchange in respect of an
NZX Foreign Exempt Issuer. NZX will cancel the Listing, suspend Quotation or institute a
trading halt on the same terms and, to the extent practicable, at the same time as the
Home Exchange of the NZX Foreign Exempt Issuer.

NZX Listing Rules – 1 January 2019 5 of 81
Eligibility requirements for Wholesale Debt Securities Issuers
1.8 Eligibility for Listing as an Issuer of Wholesale Debt Securities
1.8.1 For an applicant to be Listed on the Debt Market as an Issuer of Wholesale Debt
Securities, for each Class of Wholesale Debt Securities the applicant must provide NZX
with:
(a) a copy of the Governing Document,
(b) a copy of the principal offer document or terms sheet for the relevant Wholesale
Debt Securities, and
(c) a notice describing the number and details of each Class of Wholesale Debt
Securities to be covered by its Listing from time to time.
1.8.2 An Issuer of Wholesale Debt Securities accepted for Listing must not state or imply that
its Wholesale Debt Securities will be quoted by NZX at any time.
1.9 Rules which do not apply to Issuers of Wholesale Debt Securities
1.9.1 The following Rules do not apply to an Issuer of Wholesale Debt Securities:
(a) Sections 2, 3 (except for Rule 3.25.2, and Rule 3.26), 4, 5, 6, 7, and 8, and
(b) any other Rules that NZX specifies either before or after the Issuer is Listed,
unless the Issuer is also an Issuer of Quoted Financial Products, in which case the
Issuer must comply with the Rules that apply in respect of those Quoted Financial
Products.
Eligibility requirements for Other Financial Products
1.10 Listing and Quotation of Other Financial Products
1.10.1 An applicant which does not fall within the categories in Rule 1.1, Rule 1.2, Rule 1.4,
Rule 1.6 or Rule 1.8 may be accepted for Listing with NZX if NZX is satisfied that such
applicant is suitable for Listing and, if applicable, the applicant’s Other Financial
Products are suitable for Quotation.
1.10.2 An Issuer accepted for Listing under Rule 1.10.1 will be subject to such Rules and other
requirements that NZX specifies either before or after the Issuer is Listed.
Backdoor Listings
1.11 Approval of Backdoor or Reverse Listings
1.11.1 If an Issuer proposes to enter into a Backdoor or Reverse Listing transaction, then NZX
may, in addition to any other rights and powers it has under these Rules, require the

NZX Listing Rules – 1 January 2019 6 of 81
Issuer to re-comply with the relevant listing and quotation requirements in Section 1 as if
the Issuer was a new applicant for Listing, to the extent NZX considers necessary.
Application requirements for Listing and Quotation
1.12 Application for Listing
1.12.1 An applicant may apply to NZX to List on the Main Board or Debt Market if eligible to do
so in accordance with the requirements of this Rule 1.12.
1.12.2 The following information and material must be provided with any application to List:
(a) an executed listing agreement, in a form specified by NZX, to the effect that the
applicant will at all times comply with the Rules (or a confirmation that the
applicant will execute and provide a listing agreement prior to Listing),
(b) a copy of the applicant’s Governing Document,
(c) confirmation that any fees prescribed by NZX while Listed will be paid,
(d) if Quotation of a Class of Financial Products is sought at the time of Listing, the
further information specified in Rule 1.13, Rule 1.14, Rule 1.15 or Rule 1.16 (as
applicable),
(e) a copy of the applicant’s certificate of incorporation or commensurate document,
(f) confirmation that the bond or deposit required by Rule 1.23 has been provided, or
will be provided prior to Listing,
(g) the number and details of each Class of Financial Product on issue at the time of
the application and, to the extent the number and details are known at the time at
which the application is made, of any issue or allotment intended prior to Listing
(other than, in any case, Debt Securities which are not Quoted or not intended to
be Quoted and any Class of Financial Product for which application for Quotation
is not sought),
(h) contact details of the applicant (being a phone number, postal address and email
address),
(i) copies of the applicant’s annual reports for the last five years, if available,
(j) all other documents or information as specified in any guidance published by
NZX from time to time, and
(k) any other information or documents that NZX may request.
1.13 Application for Quotation of Equity Securities
1.13.1 An Issuer, or applicant for Listing, may apply to NZX for a Class or Classes of Equity
Securities to be Quoted on the Main Board.

NZX Listing Rules – 1 January 2019 7 of 81
1.13.2 The following information and material must be provided with an application under
Rule 1.13.1:
(a) details of the Equity Security for which Quotation is sought, including the number
of such Equity Securities (to the extent known at the time at which the application
is made) and Class,
(b) a draft Offer Document or Profile for the Equity Securities, to the extent required
under Rule 7.3.1,
(c) details of proposed arrangements to ensure opportunity for holders to trade on
Quotation of the Equity Securities,
(d) all other documents or information as specified in any guidance published by
NZX from time to time, and
(e) any other information or documents that NZX may request.
1.14 Application for Quotation of Debt Securities
1.14.1 An Issuer, or applicant for Listing, may apply to NZX for a Class or Classes of Debt
Securities to be Quoted on the Debt Market.
1.14.2 The following information and material must be provided with an application under
Rule 1.14.1:
(a) details of the Debt Security for which Quotation is sought, including the number
or total nominal amount of such Debt Securities (to the extent known at the time
at which the application is made), Class, and face value (if any),
(b) a draft Offer Document or Profile for the Debt Securities, to the extent required
under Rule 7.3.1,
(c) details of proposed arrangements to ensure the opportunity for holders to trade
on Quotation of the Debt Securities,
(d) details of any designation sought for the Debt Securities (e.g. “green bonds”) and
the certification methodology applied for such designation,
(e) all other documents or information as specified in any guidance published by
NZX from time to time, and
(f) any other information or documents that NZX may request.
1.15 Application for Quotation of Fund Securities
1.15.1 An Issuer, or applicant for Listing, may apply to NZX for a Class or Classes of Fund
Securities to be Quoted on the Main Board.

NZX Listing Rules – 1 January 2019 8 of 81
1.15.2 The following information and material must be provided with an application under
Rule 1.15.1:
(a) details of the Fund Security for which Quotation is sought, including the number
of such Fund Securities (to the extent known at the time at which the application
is made) and Class,
(b) the statement of investment policy and objectives (SIPO) prepared in accordance
with Part 4 of the FMC Act, if applicable,
(c) a draft Offer Document or Profile for the Fund Securities, to the extent required
under Rule 7.3.1,
(d) the names of the investment manager, investment adviser, administration agent
and custodian of the investment fund (as applicable),
(e) details of proposed arrangements to ensure the opportunity for holders to trade
on Quotation of the Fund Securities,
(f) details of any designation sought for the Fund Securities and the certification
methodology applied for such designation,
(g) all other documents or information as specified in any guidance published by
NZX from time to time, and
(h) any other information requested by NZX.
1.16 Application for Quotation of Other Financial Products
1.16.1 An applicant may apply to NZX for Quotation of a Class or Classes of Other Financial
Products. For an applicant to apply for Other Financial Products to be Quoted on the
Main Board or Debt Market, the following information and material must be provided to
NZX:
(a) details of the Other Financial Product for which Quotation is sought, including the
number or total nominal amount of such Other Financial Products (to the extent
known at the time at which the application is made), Class and face value (if
applicable),
(b) any draft Offer Document or Profile for the Other Financial Products, unless the
Issuer or applicant is, or intends to be, an NZX Foreign Exempt Issuer in respect
of such Other Financial Products, to the extent required under Rule 7.3.1,
(c) details of proposed arrangements to ensure opportunity for holders to trade on
Quotation of the Other Financial Products,
(d) details of any designation sought for the Other Financial Products and the
certification methodology applied for such designation,

NZX Listing Rules – 1 January 2019 9 of 81
(e) all other documents or information as specified in any guidance published by
NZX from time to time, and
(f) any other information requested by NZX.
Designations
1.17 Designations
1.17.1 NZX may, on request from an Issuer or an applicant for Listing, approve a designation in
respect of Quoted Financial Products (e.g. “green bonds”) at NZX’s sole discretion and
on such terms and conditions as NZX may determine.
1.17.2 If an Issuer has a designation in respect of its Quoted Financial Products, then:
(a) NZX may:
(i) request the Issuer to provide additional information regarding the
certification methodology applied for such designation, or
(ii) remove that designation if NZX considers it to be misleading or
inaccurate, and
(b) if the Issuer becomes aware that such designation is, or may have become,
misleading or inaccurate, the Issuer must provide to NZX details as to why such
designation is, or may be, misleading or inaccurate.
1.18 Non-standard Listings
1.18.1 An Issuer, or applicant for Listing, which does not comply fully with all applicable
Rules may be Listed, at NZX’s sole discretion, with the designation “Non Standard” or
“NS”. Such an Issuer must ensure that any advertisement (as that term is defined in
section 6(1) of the FMC Act), Offer Document, Profile or statement for distribution which
refers in any way to the Listing or to the Quotation of the Financial Products, and all
annual reports of that Issuer, state prominently:
(a) that the Issuer has a Non Standard designation, and
(b) where it is desirable, taking into account the context and the relevance of the
information to the recipients, the reasons for the Non Standard designation.
General rules for all Listings and Quotations
1.19 NZX discretion as to Listing and Quotation
1.19.1 NZX may refuse Listing or Quotation in its absolute discretion and without giving any
reasons for such refusal.
1.19.2 NZX may at any time impose conditions on an applicant for Listing or Issuer which must
be fulfilled in order to obtain or maintain a Listing or Quotation where NZX considers this

NZX Listing Rules – 1 January 2019 10 of 81
necessary or desirable to maintain a properly informed market or to ensure compliance
with, or achieve the intent of, any of the Rules. Such conditions will be additional to the
Rules.
1.19.3 NZX may require an applicant for Listing or Issuer to submit to the scrutiny of an
independent expert any technical, financial or other information in any Offer Document,
Profile, Appraisal Report or other document provided to NZX. The expert will report to
NZX and be hired at the expense of the applicant or Issuer.
1.20 Separate applications for each Class of Financial Products
1.20.1 An application for Quotation must be made to NZX for each Class of Financial Products
to become Quoted. If a Class of Quoted Financial Products divides into more than one
Class, the Issuer must apply for Quotation of each of the resulting Classes.
1.21 Commencement of Listing and Quotation
1.21.1 The Rules take effect in respect of an applicant on and from the time at which it is Listed.
1.21.2 Quotation of a Class of Financial Products will be effective from the date and time
specified in a notice published by NZX.
1.21.3 Financial Products issued, which are not but may become of the same Class as Quoted
Financial Products, will not be Quoted until they have qualified for inclusion in the Class
of Financial Product already Quoted (unless application is made for their Quotation as a
separate Class).
1.22 Nominated Contact for service and other communications
1.22.1 Unless the Issuer (or the Manager of the Managed Investment Scheme) is a company
incorporated in New Zealand, an Issuer which has NZX as its Home Exchange must at
all times while it is Listed:
(a) appoint and authorise a natural person resident in New Zealand to accept service
of notices or legal proceedings from NZX and provide the contact details (being a
phone number, postal address and email address) of such person, and
(b) notify NZX promptly and without delay if the person so appointed, or such
person’s contact details, changes.
1.23 Payment of Fees
1.23.1 Each Issuer must pay to NZX the fees prescribed by NZX.
1.23.2 Every applicant for Listing must provide to NZX a bond in a form approved by NZX, for
an amount determined by NZX in accordance with Rule 1.23.3 and given by a person
approved by NZX for this purpose. Any Issuer which has not complied with this
Rule before Listing must do so when required by NZX. NZX may agree to accept a
deposit in lieu of a bond.

NZX Listing Rules – 1 January 2019 11 of 81
1.23.3 Each deposit or bond secures the payment of all amounts payable to NZX by the Issuer
under the Rules. NZX may from time to time adjust the amount of each such deposit or
bond. If any portion of a deposit or bond is applied in payment of monies payable to NZX
by the Issuer, the Issuer must promptly arrange for the deposit or bond to be reinstated
to its previous amount.

NZX Listing Rules – 1 January 2019 12 of 81
Section 2
Governance Requirements

Governance requirements for Equity Security Issuers
2.1 Composition of Board of Directors
2.1.1 The composition of the Board of an Issuer of Quoted Equity Securities must satisfy the
following requirements at all times (excluding alternate Directors):
(a) there must be at least three Directors,
(b) at least two Directors must be ordinarily resident in New Zealand, and
(c) at least two Directors must be Independent Directors.
2.2 Appointment of Directors
2.2.1 A person may be appointed as a Director of the Issuer by:
(a) appointment by the Board, if permitted by the Governing Document of the Issuer,
(b) nomination and appointment at an Issuer’s annual or special meeting of Equity
Security holders in accordance with Rule 2.3,
(c) appointment by an Equity Security holder, as contemplated in Rule 2.4, or
(d) appointment as an alternate Director under Rule 2.5.
2.3 Director Nominations and Appointment
2.3.1 No person (other than a Director retiring at the meeting) may be elected as a Director at
a meeting of an Issuer’s Equity Security holders unless that person has been nominated
by an Equity Security holder who will be entitled to attend and Vote at the meeting if he,


Board Composition, Independent Directors
Director Nominations, Rotation, Removal
Audit Committee
Governance for non-Equity issuers
Requirements for Governing Documents
Minimum content for Equity, Debt, Fund Governing Documents

NZX Listing Rules – 1 January 2019 13 of 81
she or it continues to hold Equity Securities on the date on which the entitlement to
attend and Vote at the meeting is determined.
2.3.2 An Issuer must comply with the following Director nomination process:
(a) the closing date for nominations must be no more than two months before the
date of the relevant meeting at which the election is to take place,
(b) the closing date for nominations must be announced to the market at least 10
Business Days prior to such closing date,
(c) there must be no restriction on who may be nominated as a Director, unless:
(i) the Governing Document requires Directors to hold certain Financial
Products to qualify as a Director, or
(ii) applicable legislation restricts who may be a Director of the Issuer,
(d) subject to (c) above, there must be no precondition to the nomination of a
Director other than compliance with the time limits in this Rule, and
(e) details of all nominations received prior to the closing date (and not later
withdrawn) must be included in the notice of the relevant meeting.
2.3.3 Each resolution of the holders of Equity Securities to appoint, elect or re-elect a Director
must be for the appointment, election or re-election of one Director only.
2.4 Equity Holder appointment rights
2.4.1 The Governing Document may give an Equity Security holder the right to appoint one or
more Directors (and to remove any Director so appointed), provided:
(a) the appointment does not result in the proportion of such Directors to the total
number of Directors (excluding alternate Directors) exceeding the proportion of
total Votes attaching to the Equity Securities in the Issuer held by the appointer,
and
(b) if the appointer exercises its right to appoint one or more Directors with such
Director remaining in office at the time of the election of other Directors, the
appointer must not also Vote upon the election of other Directors.
2.5 Alternate Directors
2.5.1 No Director may appoint an alternate Director to act for him or her except with the
consent of a majority of his or her co-Directors. The alternate appointment may be
revoked by the appointing Director or by a majority of the Board. A Director may not act
as alternate for another Director. No Director may appoint a deputy or agent otherwise
than as an alternate Director.

NZX Listing Rules – 1 January 2019 14 of 81
2.6 Independence of Directors
2.6.1 The Board must identify which Directors it has determined to be Independent Directors,
having had regard to the non-exhaustive factors described in the NZX Corporate
Governance Code that may impact director independence.
2.6.2 The determination under Rule 2.6.1 as to whether a Director is an Independent Director
must be made and released through MAP no later than 10 Business Days after any
Director’s initial appointment.
2.6.3 If, at any time, the Board makes a determination regarding a Director’s independence
that differs from the position most recently released through MAP (for example, that an
Independent Director is no longer independent), such determination must be promptly
and without delay released through MAP.
2.6.4 The Issuer is responsible for ensuring that Directors provide sufficient information to the
Board for the Board to make a determination under Rule 2.6.1.
2.7 Rotation of Directors
2.7.1 A Director of an Issuer must not hold office (without re-election) past the third annual
meeting following the Director’s appointment or 3 years, whichever is longer. However,
a Director appointed by the Board must not hold office (without re-election) past the next
annual meeting following the Director’s appointment.
2.7.2 Rule 2.7.1 does not apply to Directors appointed by an Equity Security holder under
Rule 2.4.
2.8 Removal of Directors
2.8.1 All Directors (other than a Director appointed by an Equity Security holder under
Rule 2.4) must be subject to removal from office by Ordinary Resolution.
2.9 Proceedings and Powers of Directors
2.9.1 Directors may continue to act where there is a vacancy in their body, but where the
number of Directors has fallen below the minimum set by the Governing Document, the
continuing Directors may act to remedy the shortfall in Directors or to summon a
meeting of the Issuer’s Equity Security holders, but for no other purpose.
2.10 Interested Directors
2.10.1 A Director must not vote on a Board resolution for, or be counted in a quorum for the
consideration of, any matter in which that Director is interested. For this purpose, the
term “interested” bears the meaning assigned in section 139 of the Companies Act
1993. If the Issuer is not a company registered under that Act, the reference to the
“company” in that section will be read as a reference to the Issuer.

NZX Listing Rules – 1 January 2019 15 of 81
2.10.2 Notwithstanding Rule 2.10.1, a Director of an Issuer incorporated under the Companies
Act 1993 may vote on a Board resolution for, and be counted in a quorum for the
consideration of, a matter in which that Director has an interest, if the matter:
(a) is one in respect of which Directors are expressly required under that Act to sign
a certificate, or
(b) relates to the grant of indemnity under section 162 of that Act.
2.11 Directors’ Remuneration
2.11.1 No remuneration may be paid by an Issuer, or its Subsidiaries (unless such Subsidiary
is Listed), to a Director in his or her capacity as a Director without prior authorisation by
an Ordinary Resolution. Such resolution must express Directors' remuneration as either
a monetary sum per annum payable to:
(a) all Directors of the Issuer in aggregate, or
(b) any person who from time to time holds office as a Director of the Issuer.
2.11.2 A resolution for the purposes of Rule 2.11.1:
(a) must only be approved if notice of the amount of any increase in remuneration
has been given in the notice of meeting, and
(b) may provide that the remuneration may, in whole or in part, be through an issue
of Equity Securities, provided the issue is in compliance with Rule 4.7.
2.11.3 If remuneration is expressed in accordance with Rule 2.11.1(a) and there is an increase
in the number of Directors from the number when the remuneration was approved by an
Ordinary Resolution, the Board may, without an Ordinary Resolution, increase the
remuneration payable to all Directors of the Issuer in aggregate. The amount of the
increase per additional Director may not exceed the amount necessary to enable the
additional Director or Directors to be paid the average amount then being paid to each
non-Executive Director (other than the chairperson) of the Issuer.
2.11.4 A lump sum payment or pension may be made to a Director or former Director, or to his
or her dependents, on retirement or cessation of office provided that the amount of the
payment, or the method of calculation, has been authorised by an Ordinary Resolution.
2.11.5 The resolutions referred to in this Rule 2.11 are subject to the voting restrictions in
Rule 6.3.
2.12 Directors’ Remuneration as Employees or in another capacity
2.12.1 Nothing in Rule 2.11 affects:
(a) the remuneration of Executive Directors in their capacity as Employees, or

NZX Listing Rules – 1 January 2019 16 of 81
(b) the amount paid to an Executive Director upon or in connection with the
termination of his or her employment with the Issuer, or any payments relating to
the contribution (or any normal subsidy related thereto) made by a Director to a
superannuation scheme.
2.12.2 A Director’s remuneration for work outside his or her capacity as a Director of the Issuer
or a Subsidiary may be approved by the Directors without Shareholder approval, subject
to Rule 5.2 (if applicable).
2.13 Audit Committee
2.13.1 Each Issuer must establish an Audit Committee.
2.13.2 The Audit Committee must:
(a) be comprised solely of Directors of the Issuer,
(b) have at least three members,
(c) have a majority of Independent Directors, and
(d) have at least one member with an accounting or financial background.
2.13.3 The responsibilities of an Issuer’s Audit Committee include as a minimum:
(a) ensuring processes are in place and monitoring those processes so that the
Board is properly and regularly informed and updated on corporate financial
matters,
(b) recommending the appointment and removal of the independent auditor,
(c) meeting regularly to monitor and review the independent and internal auditing
practices,
(d) having direct communication with and unrestricted access to the independent
and any internal auditors or accountants,
(e) reviewing the financial reports and advising all Directors whether they comply
with the appropriate laws and regulations, and
(f) ensuring that the Key Audit Partner is changed at least every five years.
2.14 Equity Security holder notices and meetings
2.14.1 Equity Security holders of all Classes (whether or not they have a right to Vote) are
entitled to attend annual and special meetings and to receive copies, or have access to
electronic copies, of all notices, reports and financial statements issued generally to
holders of Financial Products carrying Votes.

NZX Listing Rules – 1 January 2019 17 of 81
2.14.2 Where a Quoted Equity Security holder has only supplied an overseas address or an
electronic address, notices must be sent to that physical address or sent electronically to
such electronic address.
2.14.3 An Issuer which has NZX as its Home Exchange:
(a) may hold meetings as a physical meeting, by audio, audio and visual, and/or
electronic means, and
(b) must hold all physical meetings of holders of Quoted Financial Products in New
Zealand, or in Australia if holders of Quoted Financial Products in New Zealand
may participate in the meeting by audio, audio and visual, and/or electronic
means.
Governance requirements for Debt Security Issuers
2.15 Debt Issuers comply with applicable law
2.15.1 An Issuer of Debt Securities must comply with Part 4 of the FMC Act to the extent
required by law.
Governance requirements for Fund Security Issuers
2.16 Fund Issuers comply with applicable law
2.16.1 An Issuer of Fund Securities must comply with Part 4 of the FMC Act to the extent
required by law.
2.16.2 If an Issuer of Fund Securities is not subject to Part 4 of the FMC Act, NZX may require,
by prior written notice to the Issuer, an Issuer to comply with any requirement in Part 4
of the FMC Act (with all necessary modifications) as if the Issuer were subject to Part 4
of the FMC Act.
2.16.3 The composition of the Board of the Manager of Quoted Fund Securities must include at
least one Director ordinarily resident in New Zealand or Australia.
Governance requirements for Issuers of Other Financial Products
2.17 NZX to determine governance requirements
2.17.1 An Issuer of Other Financial Products (which are not Equity Securities, Debt Securities
or Fund Securities), must comply with Part 4 of the FMC Act to the extent required by
law.
2.17.2 If an Issuer of Other Financial Products is not subject to Part 4 of the FMC Act, NZX
may require, by prior written notice to the Issuer, an Issuer to comply with any
requirement in Part 4 of the FMC Act or the Rules (with all necessary modifications) as if
the Issuer were subject to Part 4 of the FMC Act or that Rule.

NZX Listing Rules – 1 January 2019 18 of 81
Governing Document requirements for all Issuers
2.18 Requirement to have Governing Document
2.18.1 An Issuer must:
(a) have a Governing Document that complies with the applicable provisions of this
Section 2, and
(b) comply with the terms of its Governing Document.
2.19 Solicitor’s opinion regarding Governing Document
2.19.1 An Issuer or applicant for Listing providing a Governing Document to NZX, or prior to
changing its Governing Document, must provide a solicitor’s opinion. That opinion must:
(a) be provided by a solicitor or firm of solicitors approved by NZX,
(b) be addressed to NZX and acknowledge that the solicitor or firm of solicitors
accepts responsibility to NZX in respect of the opinion,
(c) disclose any conflicting duties or interests the solicitor or firm of solicitors has
and confirm that this disclosure is complete in all respects, and
(d) state whether, in the opinion of that solicitor, the document in question complies
with the Rules.
Governing Document requirements for Issuers of Equity Securities
2.20 Content of Governing Document for Issuers of Equity Securities
2.20.1 The Governing Document of each Issuer of Quoted Equity Securities must:
(a) incorporate by reference provisions consistent with, and having the same effect
as, the following provisions, as modified by any Ruling relevant to the Issuer:
(i) Rule 2.1.1, Rule 2.2.1, Rule 2.5.1, Rule 2.8.1, Rule 2.9.1, Rule 2.10.1
and Rule 2.10.2,
(ii) Rule 6.3.1 to Rule 6.3.3, and Rule 6.3.5, and
(iii) if the Issuer is not a company incorporated under the Companies Act
1993, Rule 6.7.1,
(b) in the case of any non-Code Company, incorporate by reference the provisions
required by Appendix 3,
(c) provide that, for so long as the Issuer is Listed, the Issuer must comply with the
Rules, and

NZX Listing Rules – 1 January 2019 19 of 81
(d) provide that any Rulings authorising an act or omission which would otherwise
be in breach of the Issuer’s Governing Document will be deemed to be
authorised by the Governing Document unless the Governing Document
contains a contrary intention, and
(e) provide that, subject to (d), if a provision in the Governing Document is
inconsistent with the Rules, the Rules will prevail.
2.20.2 The Governing Document may provide that failure to comply with:
(a) the Rules, or
(b) a provision of the Governing Document corresponding with a provision of the
Rules,
does not affect the validity or enforceability of any transaction, contract, action, decision
or vote taken at a meeting of Equity Security holders, or other matter entered into by, or
affecting, the Issuer. Such provision must expressly state that the provision does not
limit the rights of Equity Security holders against the Issuer or the Directors of the Issuer.
If such a provision is included it must also expressly state that a party to a transaction or
contract who knew of the non-compliance is not entitled to enforce that transaction or
contract.
Governing Document requirements for Issuers of Debt Securities
2.21 Content of Governing Document for Issuers of Debt Securities
2.21.1 Every Governing Document governing Quoted Debt Securities must provide that:
(a) a meeting of Debt Security holders must be convened by the Issuer on the
written request of holders of Debt Securities that have a combined nominal value
of 5% or more of the nominal value of the Debt Securities on issue in that Class,
or such other number of holders as required by section 120(1)(b) of the FMC Act
(if applicable),
(b) the necessary majority for passing an extraordinary resolution is approval of
holders holding at least 75% of the nominal value of those Debt Securities held
by persons entitled to vote and voting, and
(c) must contain such other provisions as NZX may require in any particular case for
the protection of holders of the Debt Securities in question.
Governing Document requirements for Issuers of Fund Securities
2.22 Governing Document for Issuers of Fund Securities
2.22.1 Every Governing Document for an Issuer of Fund Securities must:
(a) comply with Part 4 of the FMC Act to the extent required by law, and

NZX Listing Rules – 1 January 2019 20 of 81
(b) contain such other provisions as NZX may require in any particular case for the
protection of holders of the Fund Securities in question.
Governing Document requirements for Issuers of Other Financial Products
2.23 Governing Document for Issuers of other Financial Products
2.23.1 Every Governing Document governing Other Financial Products must:
(a) comply with Part 4 of the FMC Act to the extent required by law, and
(b) contain such other provisions as NZX may require in any particular case for the
protection of holders of the Other Financial Products in question.

NZX Listing Rules – 1 January 2019 21 of 81
Section 3
Disclosure

Continuous disclosure
3.1 Disclosure of Material Information
3.1.1 Once an Issuer becomes Aware of any Material Information relating to it, the Issuer
must:
(a) promptly and without delay release that Material Information through MAP, and
(b) not disclose any Material Information to the public, any other stock exchange
(except as provided for in Rule 3.26.2(d)) or any other party without first
releasing that Material Information through MAP.
3.1.2 Rule 3.1.1 does not apply when:
(a) one or more of the following applies:
(i) release of the information would be a breach of law,
(ii) the information concerns an incomplete proposal or negotiation,
(iii) the information contains matters of supposition or is insufficiently definite
to warrant disclosure,
(iv) the information is generated for internal management purposes, or
(v) the information is a trade secret,
(b) the information is confidential and its confidentiality is maintained, and
(c) a reasonable person would not expect the information to be disclosed.



Continuous disclosure
Periodic Disclosure / Fund Updates
Event Disclosure
Making Announcements to the NZX Market Announcement Platform

NZX Listing Rules – 1 January 2019 22 of 81
3.2 False Market
3.2.1 An Issuer must promptly and without delay release Material Information through MAP to
the extent necessary to prevent development or subsistence of a market for its Quoted
Financial Products which is materially influenced by false or misleading information
emanating from:
(a) the Issuer or any Associated Person of the Issuer, or
(b) other persons in circumstances in each case which would give such information
substantial credibility,
and which is of a reasonably specific nature whether or not Rule 3.1.2 applies.
3.3 No Contracting out
3.3.1 An Issuer must avoid entering into any obligation which may prejudice its ability to
comply freely with the provisions of Rule 3.1 or Rule 3.2 to the extent that is reasonably
possible without causing a material adverse effect on the Issuer’s business.
3.4 Related Party Transactions
3.4.1 Every Issuer must promptly and without delay release through MAP sufficient details to
inform the market upon entering into a transaction or related series of transactions with
a Related Party under which the Issuer:
(a) purchases, acquires, gains, leases (as lessor or lessee), sells or otherwise
disposes of, assets having an Aggregate Net Value above 5% of the Issuer’s
Average Market Capitalisation,
(b) issues its own Financial Products or acquires its own Equity Securities, having a
market value above 5% of the Issuer’s Average Market Capitalisation (except
where Rule 4.5 applies or for an issue of Debt Securities, in which case only the
market value of Financial Products being issued to any Related Party or to any
Employees of the Issuer are to be taken into account),
(c) borrows, lends, pays or receives money, or incurs an obligation, of an amount
above 5% of the Issuer’s Average Market Capitalisation (except for an issue of
Debt Securities, in which case only the nominal amount of Debt Securities being
issued to any Related Party or to any Employees of the Issuer are to be taken
into account), or
(d) enters into any guarantee, indemnity, underwriting or similar obligation, or gives
any security, which could expose the Issuer to liability above 5% of the Issuer’s
Average Market Capitalisation.
3.4.2 Rule 3.4.1 does not apply to a transaction to which Rule 5.2.1 applies.

NZX Listing Rules – 1 January 2019 23 of 81
Periodic disclosure – Equity and Debt Securities
3.5 Results Announcement
3.5.1 Subject to Rule 3.5.3, each Issuer of Quoted Equity Securities or Quoted Debt
Securities must release a Results Announcement through MAP no later than 60 days
after the end of each financial year or half year.
3.5.2 A Results Announcement for a full financial year may be made before, or together with,
the release of an annual report.
3.5.3 If an Issuer is required to consolidate the financial results of another Listed Issuer, it may
make its Results Announcement up to 5 Business Days after the earlier of the release of
the other Listed Issuer’s Results Announcement and the timeframe required by
Rule 3.5.1.
3.6 Preparation and delivery of Annual Reports
3.6.1 Each Issuer of Quoted Equity Securities or Quoted Debt Securities must within three
months after the end of each financial year:
(a) prepare an annual report, which must contain all information required by all
applicable laws and these Rules, and
(b) deliver, subject to Rule 3.6.2, the annual report to:
(i) NZX by release through MAP (including by URL link to the annual report
on an Issuer’s website) before or at the same time as it is made available
to Quoted Financial Product holders, and
(ii) each Quoted Financial Product holder in accordance with Rule 3.6.3.
3.6.2 An Issuer that comes within the State-Owned Enterprises Act 1986 is not required to
issue an annual report to its Quoted Financial Product holders or NZX until that report
has been provided to the Minister responsible for the State Enterprise in accordance
with the requirements of the State-Owned Enterprises Act 1986 and laid by the Minister
responsible for that State Enterprise before the House of Representatives in accordance
with the State Owned Enterprises Act 1986 or published in the Gazette under section
17(2A) of the State-Owned Enterprises Act 1986, whichever is the earlier.
3.6.3 Annual reports must be made available to Quoted Financial Product holders by:
(a) sending to Quoted Financial Product holders:
(i) a hard copy of the annual report, or
(ii) a notice under 209(3) of the Companies Act 1993, or
(b) complying with regulations 61B to 61F of the FMC Regulations.

NZX Listing Rules – 1 January 2019 24 of 81
For the purposes of this Rule 3.6.3, sections 209 to 209C of the Companies Act 1993
and regulations 61B to 61F of the FMC Regulations will be deemed to be modified so
that:
(c) “shareholders” are members of the relevant Class of Quoted Financial Product
holders of that Issuer,
(d) “company” includes all Issuers, whatever their structure,
(e) “board of a company” includes the Manager of a Managed Investment Scheme,
(f) “annual report” means an annual report as required by Rule 3.6.1,
(g) references to “working days after it is prepared” and “working days after the
annual report for the period is prepared” are, for an Issuer that is a State
Enterprise complying with regulations 61B to 61F of the FMC Regulations,
interpreted as “working days after the annual report has been provided to the
Minister responsible for the State Enterprise in accordance with the requirements
of the State-Owned Enterprises Act 1986 and laid by that Minister responsible
for that State Enterprise before the House of Representatives in accordance with
the State Owned Enterprises Act 1986 or published in the Gazette under section
17(2A) of the State-Owned Enterprises Act 1986, whichever is the earlier.”
3.7 Contents of Annual Report
3.7.1 The annual report of an Issuer of Quoted Equity Securities or Quoted Debt Securities
must contain:
(a) the information required to be published by subpart 5 of Part 5 of the FMC Act
and, in the case of a company registered under the Companies Act 1993, the
information required by section 211 of that Act,
(b) audited financial statements and the associated audit report in accordance with
the requirements of Part 7 of the FMC Act (unless the Issuer is exempt from Part
7 of that Act) or other applicable law,
(c) the names and holdings of the registered holders having the 20 largest holdings
of Quoted Financial Products at a date not earlier than two months before
publication of the annual report, provided that, where known to the Issuer,
Quoted Financial Products held through New Zealand Central Securities
Depository Limited must be treated as being held by the persons on whose
behalf New Zealand Central Securities Depository Limited is holding those
Quoted Financial Products (and, for the avoidance of doubt, New Zealand
Central Securities Depository Limited will not be treated as a registered holder)
for the purposes of determining the 20 largest holdings,

NZX Listing Rules – 1 January 2019 25 of 81
(d) details of the Quoted Financial Products, and Financial Products that may
Convert to Quoted Financial Products, in which each Director has a Relevant
Interest at the balance date of the financial year in respect of which the annual
report is prepared,
(e) details of the spread of Quoted Financial Product holders as at a date not earlier
than two months before the publication of the annual report,
(f) the current credit rating status (if any) of the Issuer,
(g) a summary of all waivers:
(i) granted and published by NZX following an application by the Issuer, or
(ii) relied upon by the Issuer (regardless of when such waiver was granted or
published),
in the 12 month period preceding the Issuer’s balance date (or a reference to
where this information can be found on the Issuer’s website, where it must
remain available until publication of the next annual report),
(h) details of any public exercise of NZX’s powers set out in Rule 9.9.3, and
(i) for an Issuer of Quoted Equity Securities, the additional information set out in
Rule 3.8.1.
3.7.2 Any Issuer which extends its annual balance date must:
(a) prepare a report containing such information, to be released through MAP at
such time as NZX requires, and
(b) comply with Rule 3.21.2.
3.8 Further Annual Report content for Issuers of Equity Securities
3.8.1 Further to the requirements of Rule 3.7.1, the annual report of an Issuer of Quoted
Equity Securities must also contain:
(a) a statement on, or URL link to a statement on, the extent to which the Issuer has
followed the recommendations in the NZX Corporate Governance Code during
the relevant financial year, and the date at which the corporate governance
statement is current (which must be the Issuer’s balance date or a later date
specified by the entity),
(b) if the Issuer has not followed a recommendation in the NZX Corporate
Governance Code for any part of the relevant financial year, the Issuer must
separately state:
(i) which recommendation, or recommendations, were not followed,

NZX Listing Rules – 1 January 2019 26 of 81
(ii) the period over which this occurred,
(iii) the Issuer’s reasons for not following the recommendation,
(iv) what, if any, alternative governance practice was adopted in lieu of the
recommendation during that period, and
(v) that the alternative governance practice has been approved by the
Board,
however, an Issuer need not separately state those matters for any part of a
period prior to first Quotation of a Class of its Equity Securities,
(c) a quantitative breakdown as to the gender composition of the Issuer’s Directors
and Officers as at the Issuer’s balance date, including comparative figures for
the prior year which, at a minimum, must include:
(i) the number of male and female Directors, and
(ii) the number of male and female Officers,
at the relevant balance date and with comparative figures for the prior balance
date (if any).
For the purposes of this Rule 3.8.1(c), “Officer” means a person, however
designated, who is concerned or takes part in the management of the Issuer’s
business and reports directly to:
(iii) the Board, or
(iv) a person who reports to the Board,
(d) an evaluation from the Board on the Issuer’s performance with respect to its
diversity policy (if applicable),
(e) a statement as to which of its Directors are Independent Directors as at the
balance date of the financial year in respect of which the annual report is
prepared, and the factors relevant to that determination, and
(f) details of any Director who has been appointed under the provisions of the
Governing Document complying with Rule 2.4, and the Financial Product holder
which appointed that Director.

NZX Listing Rules – 1 January 2019 27 of 81
3.9 Registered Banks exempt
3.9.1 Rule 3.5 does not apply to an Issuer which is a Registered Bank, and Rules 3.6 to
Rule 3.8 do not apply to an Issuer which is a Registered Bank that is not an Issuer of
Quoted Equity Securities, provided that:
(a) a copy of the Issuer’s most recent disclosure statement (and any supplementary
disclosure statement) is:
(i) available on the Issuer’s website and by contacting the Issuer’s
registered office, and
(ii) released through MAP on an ongoing basis no later than it is made
publically available elsewhere,
(b) if the Issuer is required to provide a notification of interest payment under
Rule 3.14.1, such notification contains a statement providing that the Issuer’s
latest disclosure statement (any supplementary disclosure statement) is
available on the Issuer’s website and by contacting the Issuer’s registered office,
and
(c) the Issuer complies with all reporting requirements applying to Registered
Banks, to the extent required by law or regulation.
3.10 Announcements by Mining Issuers
3.10.1 A Mining Issuer must comply with the requirements set out in Appendix 4.
Periodic disclosure – Fund Securities
3.11 Fund Update
3.11.1 Every Issuer of Fund Securities that is a managed fund (as defined in regulation 5(1) of
the FMC Regulations) must prepare a Fund Update in accordance with the FMC Act and
the FMC Regulations to the extent required by law and release that Fund Update
through MAP promptly and without delay after it is made publicly available in
accordance with the FMC Act.
3.12 Annual Report
3.12.1 Every Issuer of Fund Securities must prepare and release through MAP within three
months of the balance date for the relevant scheme, an annual report prepared in
accordance with the FMC Act and the FMC Regulations.

NZX Listing Rules – 1 January 2019 28 of 81
Announcements of capital changes and distributions
3.13 Issues, acquisitions and redemption of capital
3.13.1 If an Issuer issues, acquires or redeems:
(a) Quoted Financial Products, or
(b) Financial Products Convertible into Quoted Equity Securities or Options to
acquire Quoted Equity Securities,
the Issuer must, subject to Rule 3.13.3, provide for release through MAP in prescribed
form (as applicable) details of:
(c) the Class of Financial Product and ISIN,
(d) the number of Financial Products issued, acquired or redeemed,
(e) the nominal value (if any) and the issue, acquisition, or redemption price,
(f) whether payment was in cash,
(g) any amount paid up (if not in full),
(h) for an issue of Convertible Financial Products or Options, the principal terms of
Conversion (for example, the conversion price and conversion date and the
ranking of the Financial Product in relation to other Classes of Financial Product)
or the Option (for example, the exercise price and exercise date),
(i) the percentage of the total Class of Financial Product issued, acquired or
redeemed (calculated on the number of Financial Products of the Class,
excluding any Treasury Stock, in existence immediately prior to the issue,
acquisition or redemption),
(j) the reason for the issue, acquisition or redemption,
(k) the specific authority for the issue, acquisition or redemption (if any),
(l) any terms or details of the issue, acquisition or redemption (such as an escrow
provision),
(m) the total number of Financial Products of the Class in existence after the issue,
acquisition or redemption (excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury Stock after the issue,
acquisition or redemption,
(n) in the case of an acquisition of Equity Securities by an Issuer which is a
company registered under the Companies Act 1993, whether those Equity
Securities are to be held as Treasury Stock, and

NZX Listing Rules – 1 January 2019 29 of 81
(o) the dates of issue, acquisition or redemption.
Subject to Rule 3.13.2, notices required by this Rule must be released through MAP
within one Business Day after the issue, acquisition or redemption. For the purposes of
this Rule, the sale or transfer of Treasury Stock by an Issuer is deemed to be an issue of
Financial Products.
3.13.2 If an Issuer of Fund Securities is a Continuous Issuer, such Issuer may announce
issues, acquisitions or redemptions of Fund Securities under Rule 3.13.1 on a consistent
monthly basis (for example, by announcing the issues on the first Business Day, or
second Friday, of each month).
3.13.3 Rule 3.13.1 does not apply to the acquisitions of Quoted Debt Securities by the Issuer in
a market-making capacity, or where such Quoted Debt Securities are held or acquired
for the benefit of a third party.
3.14 Distributions, conversion and calls
3.14.1 An Issuer must release through MAP, at least 5 Business Days before the Record Date,
the details of a proposal to:
(a) pay or distribute a benefit on Quoted Financial Products,
(b) proceed with a Conversion of Quoted Financial Products, or a Conversion of any
Financial Products into Quoted Financial Products, or
(c) make a call on a Quoted Financial Product,
in the form prescribed by NZX from time to time.
3.14.2 Where the timing of a call on Quoted Financial Products is not stated in the Offer
Document or Profile, the Issuer must promptly and without delay notify NZX through
MAP after determining that date.
3.14.3 No notification is required under Rule 3.14.1 of:
(a) routine interest payments on Debt Securities, or
(b) the redemption of Debt Securities on the scheduled maturity date.
3.14.4 If the Directors recommend or pay dividends other than in accordance with the Issuer’s
most recently published dividend policy, they must fully explain the reasons for the
divergence by releasing that information through MAP in, or at the same time as, the
notice given under Rule 3.14.1.
3.14.5 Where an Issuer decides that it will not pay the interest on any Quoted Debt Securities
on the due date for that interest payment, the Issuer must release that decision through
MAP promptly and without delay.

NZX Listing Rules – 1 January 2019 30 of 81
3.14.6 A supplementary dividend paid in terms of the Income Tax Act 2007 is not treated as a
dividend for the purposes of Rule 3.14.1. An Issuer paying a supplementary dividend in
respect of Quoted Financial Products must release through MAP, not less than
5 Business Days before the payment of the supplementary dividend, details of:
(a) the amount (in cents) of the proposed supplementary dividend per Quoted Equity
Security, and
(b) the date upon which it will be paid,
in the form prescribed by NZX from time to time.
3.15 Further notice for Convertible Financial Products
3.15.1 Where Financial Products are Convertible at the option of the holder before final
maturity into Quoted Financial Products, the Issuer must give notice of this option by
release through MAP and to all holders of those Financial Products. That notice:
(a) must be given:
(i) if the Financial Products are Convertible on a fixed date or dates, at least
six weeks before each such date, or
(ii) if the Financial Products are Convertible on the trigger of an event, as
soon as practicable after that event has occurred or promptly and without
delay after it becomes apparent that the event will occur,
(b) need not be given if the Financial Products are Convertible at the option of the
holder at any time,
(c) must disclose any option for Conversion which may be exercised at a later date,
and
(d) must contain a statement to the effect that any Financial Products holders in
doubt as to whether Conversion is desirable should seek advice from a financial
adviser.
3.15.2 Following each Conversion of Financial Products into Quoted Financial Products, the
Issuer must promptly and without delay release through MAP notice of:
(a) the number of Financial Products Converted and the number and Class of
Quoted Financial Products into which they have been Converted,
(b) details of any interest or dividend conditions attaching to the Financial Products
into which they have been Converted, and
(c) how many Financial Products of the same Class remain to be Converted.

NZX Listing Rules – 1 January 2019 31 of 81
Announcements relating to offers
3.16 Early and Late Offer Closure
3.16.1 Where an offer of Financial Products that are intended to be Quoted is closed before the
stated closing date, the Issuer must notify NZX by release through MAP within one
Business Day after the closure.
3.16.2 An Issuer wishing to extend the closing date for an offer of Financial Products that are
intended to be Quoted must notify NZX by release through MAP of the new date at least
5 Business Days before the original closing date. An Issuer must not, without the prior
consent of NZX, extend a closing date more than once.
3.16.3 Nothing in this Rule 3.16 applies to an offer in accordance with Rules 4.6 to 4.9.
3.17 Notification of Level of Subscription
3.17.1 If an offer of Financial Products that are intended to be Quoted has been underwritten,
the Issuer must promptly and without delay release through MAP appropriate notice of
any shortfall (if applicable) once any final shortfall has been calculated (for example,
following any shortfall bookbuild in accordance with Rule 4.4.1(a)), and in any event no
later than 5 Business Days after the closing date, including the extent to which any of
the Financial Products have been or will be taken by any underwriter or any sub-
underwriter in any capacity.
3.17.2 If an offer of Financial Products that are intended to be Quoted has not been
underwritten, the Issuer must promptly and without delay release through MAP
appropriate notice of any shortfall (if applicable) once any final shortfall has been
calculated (for example, following any shortfall bookbuild in accordance with
Rule 4.4.1(a)), and in any event no later than 5 Business Days after the closing date of
the offer.
3.17.3 If an offer of Financial Products that are intended to be Quoted is oversubscribed, and
the Issuer elects to make an announcement regarding such oversubscription, the Issuer
must promptly and without delay release through MAP appropriate notice of such
oversubscription after the final extent of oversubscription is calculated, and in any event
no later than 10 Business Days after the closing date. The announcement must specify
the percentage or the total nominal amount by which the offer has been oversubscribed,
rather than the mere fact of oversubscription.
3.17.4 In this Rule 3.17.3, a reference to “oversubscription” does not include the bids in a
bookbuild exceeding the price or number of Financial Products intended to be Quoted
that are offered through that bookbuild.

NZX Listing Rules – 1 January 2019 32 of 81
Further information to be released through MAP
3.18 Proposals of Capital Change and Conditions
3.18.1 Every Issuer must promptly and without delay release through MAP information on any
decision to:
(a) in the case of an Issuer with Quoted Equity Securities, sub-divide or consolidate
Financial Products, whether they are to be Quoted or not,
(b) in the case of an Issuer with Quoted Equity Securities, issue Equity Securities, or
Financial Products that may Convert to Equity Securities, whether they are to be
Quoted or not, or
(c) amend conditions of Quoted Financial Products.
3.19 Meetings
3.19.1 An Issuer must promptly and without delay release through MAP the following
information:
(a) the outcome of each resolution put to a meeting of Quoted Financial Product
holders, including the results of polls conducted, and
(b) notice of any adjournment of a meeting of Quoted Financial Product holders to
another time or place, and the outcome in respect of each resolution dealt with
before the adjournment.
3.19.2 An Issuer must, during or prior to the start of a meeting of Quoted Financial Product
holders, release through MAP the contents of any prepared announcement or
presentation (including a prepared address by the chairperson) that will be delivered at
such meeting, provided that the information released through MAP need not include any
information that is of a procedural nature or which relates to the administration of the
meeting.
3.20 Directors, Senior Manager and Auditor and other information
3.20.1 An Issuer with Quoted Financial Products must promptly and without delay release
through MAP information regarding any decision made to change (regardless of whether
such change is effective at a later date):
(a) a Director or Senior Manager of the Issuer,
(b) if the Issuer is a Managed Investment Scheme, a Director or Senior Manager of
the Manager,
(c) the chairperson of the Issuer, or
(d) the auditor of the Issuer.

NZX Listing Rules – 1 January 2019 33 of 81
3.21 Change in Issuer’s details and balance date
3.21.1 An Issuer with Quoted Financial Products must promptly and without delay release
through MAP (unless otherwise specified by NZX) the following information:
(a) any decision to change the name of an Issuer (such notification must be
released not less than 5 Business Days before such name change takes effect),
(b) any change of an Issuer’s contact details (including the address of its registered
office, its mailing address or its contact telephone number),
(c) any change of ISIN for an Issuer’s Quoted Financial Products,
(d) any change in the identity of an Issuer’s registrar of Quoted Financial Products,
or
(e) the opening or closing of a branch register.
3.21.2 An Issuer with Quoted Equity Securities or Fund Securities must release through MAP
any decision to extend its annual balance date to a later date and, in any event, must
notify such change not less than one month before the end of the existing half-year
reporting period or not less than one month before the existing annual balance date.
3.21.3 An issuer must provide to NZX from time to time such other information as NZX may
prescribe from time to time, including by release through MAP.
3.22 Credit Rating
3.22.1 An Issuer must promptly and without delay release through MAP any new credit rating,
or change to a current credit rating (such as, an upgrade, downgrade or change in
outlook), in relation to:
(a) the Issuer,
(b) the Quoted Debt Securities of the Issuer, or
(c) the Issuer’s guaranteeing entity,
provided, for the avoidance of doubt, that this Rule 3.22.1 does not apply to an indicative
credit rating.
3.23 All notices and communications to be released through MAP
3.23.1 Every Issuer must release through MAP:
(a) no later than the time at which it is given to other recipients, an electronic copy in
the same format of every notice or communication relating to Financial Products
also Quoted by NZX given to:
(i) any stock exchange other than NZX, or

NZX Listing Rules – 1 January 2019 34 of 81
(ii) generally to holders of that Issuer’s Quoted Financial Product, except for:
(A) investor relations material (that do not contain Material
Information),
(B) personalised letters only sent to some Financial Product holders,
(C) notices under section 209(3) of the Companies Act 1993 or
regulations 61B to 61F of the FMC Regulations, and
(D) dividend or transfer statements.
(b) promptly and without delay, any third party notice or communication given to,
and released by, any stock exchange other than NZX in respect of the Issuer, or
otherwise released by that stock exchange against the ticker code of the Issuer.
3.24 Disclosure of Relevant Interest in Financial Products
3.24.1 Every Issuer with Quoted Equity Securities or Quoted Fund Securities must, upon
request by NZX, exercise its powers under subpart 5 of Part 5 of the FMC Act in respect
of such holders of Financial Products or other persons, as NZX may specify (either
individually or by reference to a Class).
3.24.2 Any information obtained by an Issuer through the use of its powers under subpart 5 of
Part 5 of the FMC Act (whether at the NZX’s request or proactively) must be released
through MAP if requested by NZX.
3.25 Disclosure upon initial Quotation or initial Listing
3.25.1 Every Issuer must promptly and without delay upon initial Quotation of a Class of
Financial Product release through MAP a copy of any Offer Document or Profile relating
to the Financial Product.
3.25.2 Once accepted for Listing, an Issuer of Wholesale Debt Securities must release through
MAP a copy of the principal offer document or terms sheet for the relevant Wholesale
Debt Securities.
Form of disclosure and communication
3.26 Form of Disclosure and Communication for Market
3.26.1 All information for release to the market by an Issuer must be:
(a) delivered through, and be compliant with the requirements of, MAP, and
(b) in a format which is convenient for NZX to process and relay by the same means
to subscribers to any information service offered by NZX.
NZX may require an Issuer to use specific forms or templates (with such alterations and
completions as are satisfactory to NZX).

NZX Listing Rules – 1 January 2019 35 of 81
3.26.2 All announcements using MAP must be:
(a) on the Issuer’s letterhead, dated, and:
(i) attributed to an authorised representative of the Issuer stating that
person’s name and position, and
(ii) provide the contact details of an authorised representative of the Issuer
who may answer investor queries on such information,
(b) prefaced, in the case of long or complex announcements, by a summary of
salient points, suitable for immediate transcription and dissemination by NZX
without substantial editing,
(c) marked as containing Material Information, using the appropriate flag in MAP, if
the announcement contains Material Information and is not otherwise subject to
an automated flag in MAP, and
(d) in the case of a NZX Foreign Exempt Issuer, released through MAP at the same
time as, or promptly and without delay after release to, the Issuer’s Home
Exchange and at least 10 minutes before public release in any other jurisdiction.
3.26.3 If a Rule requires an Issuer to release an announcement through MAP, that obligation is
satisfied once:
(a) the announcement is submitted into MAP (not when the announcement is
subsequently released from MAP by NZX), or
(b) if MAP is unavailable, due to a technology fault, that announcement is provided
to NZX (or such contact at NZX which NZX may specify from time to time).
3.27 Disclosure under Embargo
3.27.1 Where announcements are made under embargo, the Issuer must:
(a) release the embargoed announcement through MAP at least 30 minutes before
release to any other party, including the media, and
(b) display the times and conditions of the embargo prominently on each page of the
announcement.
NZX may choose to ignore the embargo where it considers the market should be
immediately informed.
3.27.2 Material Information may not be embargoed under Rule 3.27.1.
3.28 Disclosure of additional information
3.28.1 NZX may require any amendment, addition or alteration to an announcement or require
the Issuer to disclose further information following release of an announcement.

NZX Listing Rules – 1 January 2019 36 of 81
3.29 Disclosure to NZX Regulation
3.29.1 Material not to be released publicly (including draft documents lodged with NZX for
review) and private correspondence with NZX or NZX Regulation Personnel must be
addressed accordingly and marked in a prominent position with the words “Not for
Public Release”. Any material destined for NZX Regulation Personnel may be:
(a) sent by electronic mail to: regulation@nzx.com
(b) delivered to: NZX Limited’s Registered Office
(c) posted to: PO Box 2959 (or DX SP3501)
Wellington
New Zealand 6140
3.29.2 Information marked “Not for Public Release” may be released by NZX to the market if
NZX forms the opinion that the release of that information is or was required by the
Rules. Unless the information is Material Information, NZX will give the Issuer
reasonable prior notice of this decision.
3.30 Ownership of information disclosed
3.30.1 All information, papers or documents provided to NZX by or on behalf of an Issuer
becomes NZX’s property and may be copied or (subject to Rule 3.27) disseminated as it
thinks fit.

NZX Listing Rules – 1 January 2019 37 of 81
Section 4
Changes to Capital

Rules applying to Issuers of Equity Securities
4.1 Issue of New Equity Securities
4.1.1 Except as provided in Rule 4.1.2, an Issuer must only issue Equity Securities with
approval by Ordinary Resolution in accordance with Rule 4.2.1.
4.1.2 An Issuer may issue Equity Securities, without approval by Ordinary Resolution, by way
of:
(a) a pro-rata Rights offer, bonus issue or a Share Purchase Plan in accordance
with Rule 4.3 and, if applicable, Rule 4.4,
(b) an issue under an Issuer’s 15% placement capacity in accordance with
Rule 4.5.1,
(c) an issue to Employees, in accordance with Rule 4.6, or
(d) other issues for dividend reinvestment plans, director remuneration, takeovers,
amalgamation, conversions and Minimum Holdings in accordance with Rules 4.7
to 4.9.
4.2 Shareholder approval for Issues by Ordinary Resolution
4.2.1 For the holders of Equity Securities to approve an issue of Equity Securities by the
Issuer, the precise terms and conditions of the issue must have been approved by:
(a) separate Ordinary Resolutions of each Class of Quoted Equity Securities whose
rights or entitlements could be affected, or
(b) if a Class of Quoted Equity Securities were issued on terms that the holders
would vote together with the holders of another Class or Classes of Equity
Securities on a resolution of the nature referred to in Rule 4.2.1(a), a single
resolution of all such Classes of Equity Securities voting together.



Shareholder approval to share issues, and exceptions (including 15% placement rule)
Share buybacks and redemptions
Financial assistance
Rights issues and share purchase plans

NZX Listing Rules – 1 January 2019 38 of 81
4.2.2 An issue of Equity Securities authorised under Rule 4.2.1 must be completed within:
(a) 36 months after the passing of those resolutions, if the issue is restricted to
Employees, and
(b) 12 months after the passing of those resolutions in all other circumstances,
otherwise the issue cannot occur until further approval is obtained under Rule 4.2.1.
4.2.3 A resolution under Rule 4.2.1 is not required in relation to the holders of a Class of
Equity Securities if the terms of issue of those Equity Securities reserved the right to
make the new issue (where the reservation included details of the maximum number,
Class of Equity Securities and timeframe within which the further issue would be made).
4.2.4 Except as provided in Rules 6.5.1, 6.5.2 and 6.5.3, no Issuer may re-price or amend the
terms of any Equity Securities issued under Rule 4.2.1 held by Employees or Directors,
in their capacity as such, without either the approval of NZX or a further Ordinary
Resolution of the Quoted Equity Security holders approving the repricing or amendment.
4.2.5 The resolutions referred to in this Rule 4.2 are subject to the voting restrictions in
Rule 6.3.
4.3 Pro-rata issues and Share Purchase Plans
4.3.1 An Issuer may issue Equity Securities if those Equity Securities are:
(a) offered to existing holders on a basis which, if the offer were accepted in full by
all such holders, would maintain the proportionate Voting and distribution rights
of each holder (subject only to rounding), and that offer is Renounceable or an
Accelerated Offer,
(b) issued to existing holders as fully paid Equity Securities on a basis which
maintains the existing proportionate Voting and distribution rights of each holder
(subject only to rounding), or
(c) offered to existing holders under a Share Purchase Plan.
4.4 Rules applicable to pro-rata issues and Share Purchase Plans
4.4.1 Notwithstanding Rule 4.3.1, an Issuer is entitled to:
(a) issue any Equity Securities which have been offered under Rule 4.3.1(a) and not
taken up, or held back because of fractional entitlements, provided the price,
terms and conditions are not materially more favourable to the person to whom
they are issued than the original offer and the issue is completed within three
months of the close of that offer,

NZX Listing Rules – 1 January 2019 39 of 81
(b) issue Equity Securities to existing holders of Financial Products where the right
to participate in future issues is specifically attached to those existing Financial
Products, regardless of the effect on existing proportionate rights to Voting and
distribution rights,
(c) authorise a disproportionate offer to the extent necessary to round entitlements
to a whole number, round up holdings to a Minimum Holding, or to avoid the
creation of holdings which are less than Minimum Holdings,
(d) not offer Equity Securities to holders of existing Equity Securities where the
terms of those existing Equity Securities expressly exclude the right to
participate in the relevant issue, and
(e) not offer Equity Securities to holders outside New Zealand if, in the Issuer’s
reasonable opinion, it would be unduly onerous for the Issuer to make that offer
in that jurisdiction, provided that in a Renounceable Rights offer the Issuer must
arrange the sale of any excluded holders’ Rights, or the underlying Equity
Securities to which any excluded holders would be entitled if they were eligible to
participate, and account to excluded holders for the net proceeds.
4.4.2 An Issuer making an Accelerated Offer under Rule 4.3.1(a) must comply with the
following requirements (as applicable to the type of Accelerated Offer undertaken by the
Issuer):
(a) any bookbuild(s) must be undertaken pursuant to the terms set out in the Offer
Document,
(b) instead of arranging the sale of Renounceable Rights under Rule 4.4.1(e), new
Equity Securities of Ineligible Shareholders must be offered under one or more
bookbuild(s) undertaken in relation to the Accelerated Offer and any net
premium achieved in excess of the price must be returned to Ineligible
Shareholders,
(c) notwithstanding Rule 4.17.1, Eligible Institutional Shareholders may be notified
of their entitlements under the Accelerated Offer by electronic means and prior to
the Record Date,
(d) notwithstanding Rule 4.17.2, any Institutional Entitlement Offer component of an
Accelerated Offer may be open for less than 12 Business Days (or 7 Business
Days, as applicable) provided that any Offer Document relating to the
Accelerated Offer clearly states or, if there is no Offer Document, applicants are
advised before subscription that a shorter than usual offer period will apply to
Eligible Institutional Shareholders under the Institutional Entitlement Offer
(including the length of such shorter period),

NZX Listing Rules – 1 January 2019 40 of 81
(e) if Rule 4.17.6 would otherwise apply to the Accelerated Offer, an Issuer may
elect to:
(i) rather than comply with Rule 4.17.6(a):
(A) provide the information required by Rule 4.17.6(a) to NZX
Regulation (not for public release) at least 5 Business Days
before the Ex Date for the Accelerated Offer (to the extent such
information is available), and
(B) release through MAP the information required by Rule 4.17.6(a)
no later than the Ex Date for the Accelerated Offer, or
(ii) rather than comply with Rule 4.17.6(d), the quotation of Rights of
Renounceable Rights may cease at the close of trading on the day 4
Business Days before the closing date of the Retail Entitlement Offer.
(f) if Rule 4.17.7 would otherwise apply to the Accelerated Offer, an Issuer may
elect to:
(i) provide to NZX the information required by Rule 4.17.7 at least 5
Business Days before the Ex Date for the Accelerated Offer (to the
extent such information is available), and
(ii) release through MAP the information required by Rule 4.17.7 no later
than the Ex Date for the Accelerated Offer,
(g) Rule 4.19.1 must be separately applied to an Institutional Entitlement Offer and a
Retail Entitlement Offer.
4.4.3 For the purposes of Rule 4.4.2, the following terms bear the following meanings:
Eligible Institutional
Shareholders
means the institutional Equity Security holders of the
Issuer, being wholesale investors (as defined in
Schedule 1 of the FMC Act) or the equivalent type
investor under securities legislation applying in a
jurisdiction outside New Zealand, who are eligible to
participate in the Institutional Entitlement Offer.
Ineligible Shareholders
means those Equity Security holders of the Issuer who
do not receive an offer to participate in the Institutional
Entitlement Offer or Retail Entitlement Offer by reason
of Rule 4.4.1(e).
Institutional Entitlement
Offer
means an accelerated pro-rata entitlement offer of
Equity Securities made at a fixed price to the Issuer’s
Eligible Institutional Shareholders, usually conducted
and completed before a Retail Entitlement Offer.

NZX Listing Rules – 1 January 2019 41 of 81
Retail Entitlement Offer
means a pro-rata offer of Equity Securities, made at
the same price and ratio of the related Institutional
Entitlement Offer, to existing retail shareholders in New
Zealand and certain eligible overseas jurisdictions (if
relevant), who did not receive an offer under such
Institutional Entitlement Offer.
4.5 15% Placements
4.5.1 An Issuer may issue Equity Securities provided the number to be issued, together with
all other Equity Securities of the same Class issued under this Rule 4.5.1 over the
shorter of the previous 12 months or the period since the Issuer was Listed, will not
exceed the aggregate of:
(a) 15% of the Equity Securities of that Class on issue at the beginning of that
period, and
(b) 15% of the Equity Securities of that Class issued during that period under any of
Rules 4.2.1, 4.3, 4.4.1(a), 4.6, 4.8.1 and 4.9, and
(c) any Equity Securities of that Class issued under this Rule 4.5.1 during that
period, the issue of which has been ratified by an Ordinary Resolution (such
resolution being subject to the voting restrictions in Rule 6.3), less
(d) 15% of Equity Securities of that Class which have been acquired or redeemed
by the Issuer during that period (other than Equity Securities held as Treasury
Stock),
provided that:
(e) Employees and Directors of the Issuer, and Associated Persons of a Director of
the Issuer may participate only if:
(i) all Directors voting in favour of the resolution to issue the Equity
Securities sign a certificate that the participation of such persons is in the
best interests of the Issuer and fair to other Equity Security holders,
(ii) the terms of issue are the same for all persons participating in the issue
and such persons are not exclusively Employees and / or Directors of the
Issuer and / or Associated Persons of a Director of the Issuer, and
(iii) the level of participation of any Employee, Director or Associated Person
of a Director, is determined according to criteria applying to all persons
participating in the issue, and
(f) Financial Products which may Convert to Quoted Equity Securities are deemed
to be of the same Class as the Quoted Equity Securities into which they may
Convert, and

NZX Listing Rules – 1 January 2019 42 of 81
(g) the Financial Products referred to in paragraph (f) are deemed to be of the same
number as the Quoted Equity Securities to which they may Convert, except that
for the purpose of this calculation:
(i) in relation to the conversion ratio or conversion price, any reference to
the market price (however described) of the underlying Quoted Equity
Securities will instead be to the Average Market Price, and
(ii) any provisions for early Conversion at the option of a holder exercisable
in limited circumstances (such as due to an event of default or change of
control or similar) using a different formula or method will be disregarded.
4.6 3% Issues to Employees and Executive Directors
4.6.1 An Issuer may issue Equity Securities if:
(a) the issue is made to, or to a trustee to hold for the benefit of, Employees and
may include Employees that are Directors or Associated Persons of Directors
only if their participation satisfies the allocation criteria applying to Employees
generally,
(b) the issue is of a Class of Equity Securities already on issue, and
(c) the number to be issued, together with all other Equity Securities of the same
Class issued under this Rule 4.6.1 over the shorter of the previous 12 months or
the period since the Issuer was Listed, will not exceed 3% of the aggregate of:
(i) the total number of Equity Securities of that Class on issue at the
commencement of that period, and
(ii) the total number of Equity Securities of that Class issued during that
period under Rules 4.2.1, 4.3, 4.5.1, 4.8 and 4.9,
provided that for the purposes of this Rule 4.6.1:
(d) Financial Products which may Convert to Quoted Equity Securities are deemed
to correspond in number to, and be deemed to be of the same Class as, the
Quoted Equity Securities into which they may Convert, and
(e) if the conversion ratio is fixed by reference to the market price of the underlying
Equity Securities, unless otherwise specified in the issue terms, this is the
Average Market Price.
4.6.2 For the purposes of Rule 4.6.1, an issue to a Director or an Associated Person of a
Director made in that person’s capacity as a trustee of a bona fide employee share or
superannuation scheme or suchlike, where that person has no beneficial interest, is
deemed not to be an issue in which Directors or their Associated Persons participate.

NZX Listing Rules – 1 January 2019 43 of 81
4.7 Issues to Directors as remuneration
4.7.1 An Issuer may issue Equity Securities to a Director (or a person at the direction of the
Director) if:
(a) the issue is made to satisfy Director remuneration in accordance with a
resolution passed under Rule 2.11.2,
(b) the issue is of a Class of Equity Securities already on issue,
(c) the issue of Equity Securities is made after the end of the period to which that
remuneration is payable, and
(d) the issue price of the Equity Securities is not less than the Average Market Price
before the issue is made.
4.8 Dividend Reinvestment Plan
4.8.1 An Issuer may issue Equity Securities if the issue is made in lieu of dividends or as part
of a dividend reinvestment plan that, if taken up in full by all holders, would not affect the
proportionate voting or distribution rights of each holder (except to the extent that the
plan excludes holders in a jurisdiction outside New Zealand if, in the Issuer’s reasonable
opinion, it would be unduly onerous to make the offer in that jurisdiction), subject only to
rounding.
4.8.2 An Issuer may issue Equity Securities in respect of which an offer under the dividend re-
investment plan (under Rule 4.8.1) is not taken up, or held back because of fractional
entitlements, provided that:
(a) the price, terms and conditions are not materially more favourable to the person
to whom they are issued than the original offer,
(b) the issue is completed within three months of allotments under the dividend
re-investment plan, and
(c) the issue of Equity Securities will reduce the Issuer’s placement capacity under
Rule 4.5.1.
4.8.3 An Issuer making an issue of Equity Securities to Equity Securities holders in
accordance with an offer under Rule 4.8.1 must allot those Equity Securities on the
same day that dividends are paid to Equity Security holders who do not participate in the
issuance.

NZX Listing Rules – 1 January 2019 44 of 81
4.9 Issues relating to takeovers, conversions, minimum holdings and amalgamations
4.9.1 An Issuer may issue Equity Securities if:
(a) the issue is in consideration of an offer made by the Issuer in accordance with:
(i) the Takeovers Code or a scheme of arrangement under Part 15 of the
Companies Act 1993, or
(ii) the takeover regime of a jurisdiction other than New Zealand which NZX
considers provides a similar or greater level of protection to the recipients
of the offer as the Takeovers Code or Appendix 3, and
the offer is made to all holders (other than the Issuer) of any Equity Securities in
any other entities Listed on the Main Board or on another stock exchange,
except if the other entity is an Associated Person of the Issuer or of any Director
of the Issuer,
(b) the issue of Equity Securities (Security B) is made on Conversion of any
Financial Product (Security A), and
(i) the terms of issue of Security A provided for the Conversion to Security B
and the issue of Security A was approved in the manner set out in
Rule 4.2.1 or Security A was issued in accordance with any of Rules 4.3,
4.5.1, 4.6, 4.8 or 4.9.1(a) (whether or not any of the Rules quoted applied
to the issue of Security A), or
(ii) the issue of Security B is approved in the manner set out in Rule 4.2.1, or
Security B is issued in accordance with Rule 4.5.1 or Rule 4.6,
(c) the issue is made to bring an existing holder’s holding up to a Minimum Holding,
or
(d) the issue is made under an arrangement, amalgamation or compromise effected
through Part 13 or Part 15 of the Companies Act 1993 or an equivalent statutory
regime in a jurisdiction other than New Zealand which NZX considers is at least
as useful to the recipients.
4.10 Treasury Stock
4.10.1 Transfer by an Issuer registered under the Companies Act 1993 of Treasury Stock is for
the purposes of this Section 4 deemed to constitute an issue of Equity Securities.
4.11 Issue of discounted Equity Securities
4.11.1 If:
(a) an Issuer proposes to issue Equity Securities carrying Votes, or Financial
Products which are Convertible into Equity Securities carrying Votes, under
Rule 4.3.1(c), Rule 4.5.1 or Rule 4.6.1 (the “Affected Securities”), and

NZX Listing Rules – 1 January 2019 45 of 81
(b) the issue price of an Affected Security is less than 85% of the Average Market
Price, then
(c) before issuing the Affected Securities, all Directors who voted in favour of the
resolution must sign a certificate that the consideration for the Affected
Securities is fair and reasonable to the Issuer and to other Equity Security
holders,
provided that:
(d) if the Issuer has more than one Class of Equity Securities Quoted, the Quoted
Equity Securities in Rule 4.11.1(b) refers to the Class most like the Affected
Securities or, in the case of Convertible Financial Products, the Equity Securities
into which the Affected Securities Convert, and
(e) in the case of Convertible Financial Products, any consideration payable on
Conversion is at least 85% of the Average Market Price of the Equity Securities
into which the Affected Securities Convert.
4.12 Entitlements to Third Party Securities
4.12.1 Entitlements conferred by the holding of an Issuer’s Equity Securities to Financial
Products of a third party (whether or not that third party is an Issuer), may not be created
or conferred other than in compliance with Rules 4.1 to 4.10, as if such Financial
Products comprised an issue of Equity Securities of the Issuer.
4.13 Issues and Buybacks of Securities Affecting Control
4.13.1 Notwithstanding the provisions of Rules 4.1 to 4.10 and Rule 4.14, no issue, acquisition,
or redemption of Financial Products may be made by an Issuer if there is a significant
likelihood that it will result in any person, or group of Associated Persons, immediately or
in the future, either:
(a) increasing their percentage control over the total Votes attaching to Financial
Products above one of the following key control thresholds:
(i) 20%,
(ii) 25%,
(iii) 50%,
(iv) 75%,
(v) 90%, or
(b) materially increasing their ability to exercise effective control of that Issuer,

NZX Listing Rules – 1 January 2019 46 of 81
unless the precise terms and conditions of the issue, acquisition or redemption have
been approved by an Ordinary Resolution (such resolution being subject to the voting
restrictions in Rule 6.3).
4.13.2 Rule 4.13.1 does not apply to a Code Company.
4.14 Buy Backs and Redemption of Equity Securities
4.14.1 An Issuer may only acquire or redeem Equity Securities of that Issuer by:
(a) an acquisition effected through NZX’s order matching market or through the
order matching market of an Issuer’s Home Exchange,
(b) an acquisition effected in compliance with:
(i) section 60(1)(a) (read together with section 60(2)) of the Companies Act
1993,
(ii) section 60(1)(b)(ii) (read together with section 61) of the Companies Act
1993, and:
(A) not made from a Director, or an Associated Person of a Director,
of the Issuer, and
(B) not of a size which would cause the number of Equity Securities
of the same Class acquired under this Rule 4.14.1(b)(ii) either in
the 12 months preceding the date of the acquisition or since the
issuer was listed, whichever is earlier, to exceed 15% of the total
number of Equity Securities of the same Class on issue at the
commencement of that period,
(iii) section 61(7) of the Companies Act 1993, or
(iv) sections 110 or 118 of the Companies Act 1993, or other applicable
legislation, if required by a shareholder pursuant to such sections or
legislation,
(c) a redemption in compliance with section 69(1)(a) of the Companies Act 1993,
(d) an acquisition or redemption:
(i) approved in accordance with Rule 4.16.1,
(ii) of Equity Securities that were issued under Rule 4.6, or
(iii) from a holder who holds less than a Minimum Holding, or
(e) a redemption of Equity Securities issued in compliance with Rule 4.2.1 or 4.3,
where the Issuer is bound or entitled to redeem those Equity Securities pursuant
to their terms of issue,

NZX Listing Rules – 1 January 2019 47 of 81
provided that for the purposes of Rule 4.14.1(b)(ii)(B):
(f) Financial Products which may convert to Quoted Equity Securities are deemed
to be of the same Class as the Quoted Equity Securities into which they may
convert, and
(g) the Financial Products referred to in paragraph (f) are deemed to be of the same
number as the Quoted Equity Securities to which they may Convert, except that
for the purpose of this calculation:
(i) in relation to the conversion ratio or conversion price, any reference to
the market price (however described) of the underlying Quoted Equity
Securities will instead be to the Average Market Price, and
(ii) any provisions for early Conversion at the option of a holder exercisable
in limited circumstances (such as due to an event of default or change of
control or similar) using a different formula or method will be disregarded.
4.14.2 Before an Issuer acquires its own Equity Securities, except from a holder with a less
than a Minimum Holding, the Issuer must give at least 3 Business Days’ notice through
MAP. That notice must specify:
(a) a period of time not exceeding 12 months from the date of the notice within
which the Issuer will acquire Quoted Equity Securities, and
(b) the Class and maximum number of Quoted Equity Securities to be acquired in
that period.
An Issuer may vary or cancel a notice at any time, subject to providing 3 Business Days’
notice through MAP.
4.14.3 Equity Securities that are:
(a) not shares of a company registered under the Companies Act 1993, or
(b) issued by an Issuer which is not a company registered under the Companies Act
1993,
may be acquired or redeemed under Rules 4.14.1(b), (c), (f) and (i) provided the Issuer
is compliant with the sections of the Companies Act 1993 referred to in those Rules,
modified so that:
(c) “shares” refer to all Equity Securities of the Class which is on offer with
references to “shareholders” adapted accordingly, and
(d) in respect of (b), “company” refers to the Issuer, and the company’s directors
and board refer to any person entering into the Listing Agreement on behalf of
that Issuer, and “constitution” refers to the Governing Document which governs
the rights of those Equity Securities.

NZX Listing Rules – 1 January 2019 48 of 81
4.15 Financial Assistance
4.15.1 An Issuer must not give financial assistance for the purpose of, or in connection with, the
acquisition of its Equity Securities except if that assistance:
(a) complies with Rule 4.15.2, or
(b) is approved in accordance with Rule 4.16.1.
4.15.2 An Issuer may give financial assistance of the nature referred to in Rule 4.15.1 provided:
(a) such assistance is not given (either in whole or in part) to any Employee,
Director, or Associated Person of a Director, and the amount, together with any
other financial assistance given under this paragraph (a) over the preceding 12
months or since the Issuer was listed, whichever is the shorter, does not exceed
10% of the Average Market Capitalisation of the Issuer, or
(b) such assistance is given to Employees of the Issuer and:
(i) the amount, together with all other financial assistance given under this
paragraph (b) by the Issuer during:
(A) the shorter of the preceding three years or the period from the
date on which the Issuer was Listed, will not exceed $1 million,
or
(B) the shorter of the preceding 12 months or the period from the
date on which the Issuer was Listed, will not exceed 5% of the
Average Market Capitalisation of the Issuer, and
(ii) the amount, together with all other financial assistance given under
Rule 4.15.2(b)(i) during the shorter of the preceding five years or the
period from the date on which the Issuer was Listed does not exceed
10% of the Average Market Capitalisation of the Issuer, and
(iii) may only be given to a Director of the Issuer who is an Employee, or
Associated Person of such Director, if their participation satisfies the
allocation criteria applying to Employees generally, or
(c) all holders of Equity Securities of the Issuer are treated, or given the opportunity
to be treated, on the same basis.
4.15.3 For the purposes of Rule 4.15.2(b)(iii) financial assistance given to a Director or an
Associated Person of a Director solely in that person’s capacity as a trustee of a bona
fide employee share or superannuation scheme or suchlike, in which that Director or
Associated Person has no beneficial interest, is deemed not to be financial assistance
given to a Director or Associated Person of a Director.

NZX Listing Rules – 1 January 2019 49 of 81
4.16 Shareholder approval of buy backs, redemption and financial assistance
4.16.1 An Issuer may acquire or redeem Equity Securities under Rule 4.14.1(d)(i) or give
financial assistance under Rule 4.15.1(b) if the precise terms and conditions of the
transaction have been approved by separate resolutions (passed by a simple majority of
Votes) of the holders of each Class of Quoted Equity Securities whose rights or
entitlements will be materially and similarly affected.
4.16.2 A transaction authorised by resolutions passed under Rule 4.16.1 must be completed:
(a) within 36 months if transacted only with Employees, and
(b) within 12 months in all other circumstances,
otherwise the transaction cannot occur until further approval is obtained under Rule
4.16.1.
4.17 Rights Issues and Share Purchase Plan additional requirements
4.17.1 Letters of entitlement to Rights (whether or not Renounceable) are to be sent within
5 Business Days after the Record Date for the determination of the entitlement and by
means that will give all holders of Rights, including those who are both participating and
live overseas, reasonable time to respond.
4.17.2 Without limiting Rule 4.17.1, the closing date for applications under Rights issues
(whether or not Renounceable) must be at least:
(a) 12 Business Days after the last letter of entitlement is sent, or
(b) 7 Business Days after the last letter of entitlement is sent, provided that holders
of Rights are able to accept the offer using electronic means.
4.17.3 Renunciations of a Renounceable Rights issue must be made on or before the closing
date for receipt of applications.
4.17.4 Entitlements to Rights may be scaled up to a Minimum Holding and can be altered to
disregard fractions. Any Offer Document must state the terms on these matters.
4.17.5 The terms of a Renounceable Rights issue must provide that, if the Issuer receives both
a renunciation and an acceptance in respect of the same Right(s), the renunciation
takes priority over the acceptance.
4.17.6 For an application to NZX for Quotation of Rights under a Rights issue of Equity
Securities, notice in a manner and form required NZX must be completed and supplied
to NZX through MAP including any QFP notice (unless the QFP notice has already been
released through MAP). If such Quotation is granted:
(a) such notice must be released through MAP no later than 5 Business Days before
the Ex Date for the Rights Issue,

NZX Listing Rules – 1 January 2019 50 of 81
(b) the Quotation of Rights will commence on the Ex Date for that Rights issue or
such other date approved by NZX,
(c) the Head Security under the Rights issue will be quoted ex rights on the Ex Date
for that Rights issue, and
(d) Quotation of Rights for a Renounceable Rights issue will cease at the close of
trading on the day 4 Business Days before the closing date for receipt of
acceptances and renunciations.
4.17.7 Where a Rights issue is to be made but Quotation of the Rights is not sought, the Issuer
must provide, in the manner and form required by NZX, full details of the issue for
release through MAP including any QFP notice (unless the QFP notice has already
been released through MAP). This must be provided promptly and without delay after
the issue decision has been made and at least 5 Business Days before the Ex Date to
consider entitlements.
4.17.8 If Equity Securities are to be issued under a Share Purchase Plan:
(a) either:
(i) the Record Date must precede the Issuer’s announcement of the Share
Purchase Plan to the market, and
(ii) the Issuer must release through MAP full details of the Share Purchase
Plan, including the nature, entitlement and timing of the issue, pricing and
amounts payable including any QFP notice (unless the QFP notice has
already been released through MAP), one Business Day after the Record
Date, or
(b) the Issuer must give notice in the manner required by Rule 4.17.6(a).
4.17.9 This Rule 4.17 is subject to Rule 4.4.2.
Issuers of Fund Securities
4.18 Issues, buy backs and redemptions of Fund Securities
4.18.1 An Issuer of Fund Securities that is not a Continuous Issuer must issue, acquire and
redeem further Fund Securities in accordance with Rule 4.1 to 4.17 as if the Fund
Securities were Equity Securities carrying Votes.
4.18.2 A Continuous Issuer must issue, acquire and redeem Fund Securities in accordance
with the Governing Document.

NZX Listing Rules – 1 January 2019 51 of 81
Allotment Processes
4.19 Allotment of Financial Products
4.19.1 An Issuer making an offer of Financial Products intended to be Quoted (other than
Equity Securities issued under Rule 4.8 or Rule 4.9) must allot such Quoted Financial
Products no later than 10 Business Days after the final closing date for the offer.
4.19.2 Where the issue price may be paid by instalments, the Issuer must acknowledge
payments made in advance of the due date at allotment.
4.19.3 An Issuer making an issue must ensure that on allotment a CSN is recorded for each
person to whom the Financial Products intended to be Quoted are issued.

NZX Listing Rules – 1 January 2019 52 of 81
Section 5
Major and Related Party Transactions

Rules applying to Equity Issuers
5.1 Disposal or Acquisition of Assets
5.1.1 An Issuer must not enter into any transaction, or a related series of transactions, to
acquire, sell, lease (whether as lessor or lessee), exchange, or otherwise (except by
way of charge) dispose of assets where the transaction or related series of transactions:
(a) would significantly change, either directly or indirectly, the nature of the Issuer‘s
business, or
(b) involves a Gross Value above 50% of the Average Market Capitalisation of the
Issuer,
unless the transaction, or related series of transactions, is:
(c) approved by an Ordinary Resolution, or a special resolution if approval by way of
special resolution is required under section 129 of the Companies Act 1993, or
(d) conditional upon such approval required by paragraph (c) above.
5.1.2 Rule 5.1.1 does not apply to:
(a) a takeover offer made by an Issuer:
(i) to a Code Company in accordance with the Takeovers Act 1993 or by a
scheme of arrangement under Part 15 of the Companies Act 1993,
(ii) to an Issuer which is covered by Appendix 3 of these Rules, in
accordance with the relevant provisions in the Governing Document of
that other Issuer which complies with Appendix 3, or
(iii) to any person, in accordance with the takeover law of a jurisdiction other
than New Zealand applicable to that person where this provides, in the
opinion of NZX, a similar or greater level of protection to the recipients of
the offer as the Takeovers Code or Appendix 3,
(b) any transaction entered into by the Issuer with a Bank as principal, on arm’s
length terms and in the ordinary course of the Bank’s banking business, or



Shareholder approval of major disposal or acquisitions of assets
Shareholder approval of related party transactions, and exceptions

NZX Listing Rules – 1 January 2019 53 of 81
(c) an issue of Financial Products for cash which does not significantly change the
nature of the Issuer’s business.
5.2 Transactions with Related Parties
5.2.1 An Issuer must not enter into a Material Transaction if a Related Party is, or is likely to
become:
(a) a direct party to the Material Transaction, or
(b) a beneficiary of a guarantee or other transaction which is a Material Transaction,
unless that Material Transaction is approved by an Ordinary Resolution (such resolution
being subject to the voting restrictions in Rule 6.3) or conditional on such approval.
5.2.2 Rule 5.2.1 does not apply to:
(a) any transaction entered into by an Issuer with a Bank as principal, on arm’s
length terms and in the normal course of the Bank’s banking business,
(b) the issue, acquisition or redemption of Financial Products, or the provision of
financial assistance in connection with the purchase of Financial Products, or the
payment of a distribution, where the Issuer gives each holder of Financial
Products of the Class in question the opportunity to receive the same benefit in
respect of each Financial Product held (except to the extent that an issue
excludes holders outside New Zealand in accordance with Rule 4.4.1(e)),
(c) the issue of Equity Securities by an Issuer under Rule 4.3.1(c) or Rule 4.8,
(d) the issue of Equity Securities by an Issuer by way of an Accelerated Offer under
Rule 4.3.1(a), provided that:
(i) Directors of the Issuer, excluding any Director that is an Associated
Person of the Related Party, certify, in a form acceptable to NZX, that:
(A) the terms of the Accelerated Offer are fair, reasonable and in the
best interests of the Issuer’s Equity Security holders, other than
the Related Party,
(B) the Issuer will pay and receive fair value under the Accelerated
Offer,
(C) the Issuer was not unduly influenced in its decision to enter into
the Accelerated Offer by the Related Party,
(D) the Related Party will be not be involved in, or influence, any
allocation decision in relation to any bookbuild(s) undertaken in
connection with the Accelerated Offer, and

NZX Listing Rules – 1 January 2019 54 of 81
(E) the Related Party will derive no benefit as a result of the Related
Party relationship, other than solely through participation in the
Accelerated Offer on the same terms and conditions as other
Equity Security holders or as an underwriter or sub underwriter on
commercial terms.
(e) an employment contract or contract for personal services which is a Material
Transaction, where:
(i) the terms of the contract are set on an arm’s length, commercial basis
and have been approved by the Independent Directors of the Issuer,
(ii) the Independent Directors approving the contract sign and provide to
NZX (not for market release) a certificate stating Rule 5.2.2(e)(i) has
been complied with, and
(iii) material particulars of the contract (including the Issuer’s use of this
exception) are disclosed in the next annual report of the Issuer,
(f) indemnification of a Director or Employee of the Issuer, or a Director or
Employee of a Related Body Corporate of the Issuer, which would be a Material
Transaction, where, at the time the indemnity is to be granted, the relevant
Director or Employee has not been involved in proceedings, threatened
proceedings or circumstances in any capacity which are likely to result in a claim
by them under the indemnity,
(g) arrangements, amalgamations or compromises under Parts 13 or 15 of the
Companies Act 1993,
(h) a Material Transaction that is an employment agreement with a natural person
who is not a Director of the Issuer, or
(i) a Material Transaction with:
(i) a total value of, or
(ii) in the case of paragraph (e) of the definition of Material Transaction, a
gross cost to the Issuer in any financial year of,
$250,000 or less.

NZX Listing Rules – 1 January 2019 55 of 81
Section 6
Voting Rights and Rights of Equity Securities

Voting Rights and Voting Restrictions
6.1 Voting at meetings to be by poll
6.1.1 Voting at a meeting of Financial Product holders must be conducted by poll. Votes must
be counted according to the votes attached to the Financial Products of each Financial
Product holder entitled to Vote and voting.
6.2 Votes attaching to Financial Products
6.2.1 Subject to NZX’s approval, Financial Products of an Issuer may carry different numbers
of Votes.
6.2.2 Subject to NZX’s approval, the Governing Document of an Issuer may allow Votes
attaching to a Class of Financial Products to vary from time to time in reference to
movements in the economic value of a part or division of the Issuer’s operations.
6.2.3 NZX may grant approval under Rule 6.2.1 or Rule 6.2.2 on such conditions as it thinks fit
(which may require a resolution approved by holders of any Class or group of Financial
Products of the Issuer).
6.2.4 Each Financial Product which is not fully paid will carry the fraction of the Vote which
would be exercisable if the Financial Product was fully paid that is proportionate to the
payment which has been made (excluding amounts credited and amounts paid in
advance of a call).
6.3 Voting Restrictions
6.3.1 Notwithstanding anything to the contrary in the Rules, persons identified in Column 2 of
the table below are unable to Vote in favour of the resolutions listed in Column 1.
Column 1
RESOLUTION
Column 2
DISQUALIFIED PERSON
Resolutions under
Rule 2.11
The Director intended to receive a payment or benefit in
respect of the matter being the subject of the resolution,
and any Associated Person of that Director.



Voting restrictions
Adjustments to Option terms and other variations exceptions

NZX Listing Rules – 1 January 2019 56 of 81
Column 1
RESOLUTION
Column 2
DISQUALIFIED PERSON
Resolution under
Rule 4.2.1
Subject to Rule 6.3.2:
(a) any person to whom it is proposed to issue the new
Equity Securities referred to in the resolution, and
any Associated Person of that person, or
(b) if no persons are specified in the resolution, any
Director of the Issuer who is not excluded from
participation in the terms of the resolution and any
Associated Person of that Director.
Resolution under
Rule 4.2.1 to approve a
Rights issue of Equity
Securities which is not
Renounceable
Any Director of the Issuer and any Associated Person of
that Director.
Resolution under
Rule 4.5.1(c)
Any person who has been issued, or has acquired, the
Equity Securities which are subject to ratification by that
resolution, and any Associated Person of that person.
Resolution under
Rule 4.13.1
Any person whose effective control of the Issuer would be
materially increased, and any Associated Person of that
person.
Resolution under
Rule 5.2.1
The Related Party referred to in Rule 5.2.1 who is a party
or beneficiary (in terms of Rule 5.2.1(a) or Rule 5.2.1(b)
and any Associated Person of that person).
Resolution under Rule 6.8 Any person who is intended to benefit from the reduction,
deferral, or cancellation and any Associated Person of
that person, unless all holders of the Equity Securities are
to be treated on the same basis.
6.3.2 A person is not disqualified from Voting on a resolution under Rule 4.2.1 if the new
Equity Securities are to be offered on the same basis to all holders of Equity Securities
of the same Class.
6.3.3 A person disqualified from Voting under Rule 6.3.1 may act as a proxy or Voting
representative for another person who is qualified to Vote in respect of Financial
Products held by that person and in accordance with that person’s express instructions.
6.3.4 Each Issuer must use reasonable endeavours to ascertain, no later than 5 Business
Days before a meeting to consider a resolution referred to in Rule 6.3.1, the identity of
those Financial Product holders who are disqualified from voting on such resolution and,
if requested by NZX, must supply a list of such holders to NZX.
6.3.5 No resolution of, or proceeding at, a meeting of Financial Product holders will be void on
the basis of a breach of Rule 6.3.1.

NZX Listing Rules – 1 January 2019 57 of 81
6.4 Condition in Contract
6.4.1 Each Issuer must ensure that all agreements requiring approval by a resolution of
Quoted Financial Product holders are conditional upon the passage of such a resolution
and that the transaction must not be completed until that resolution is passed.
6.4.2 If that resolution fails, the Issuer must terminate its obligations under that agreement so
that the transaction in question does not proceed.
Rights of Equity Securities
6.5 Option
6.5.1 An Option can confer the right to participate in a Rights issue only if it:
(a) is exercised before the Record Date for the Rights issue,
(b) was issued through a pro rata offer made under Rule 4.3.1 to the holders of
Quoted Equity Securities, or
(c) was issued, with the approval of holders of Quoted Equity Securities, on terms
which allow the Option holder to participate in offers to the holders of Quoted
Equity Securities,
provided that nothing in this Rule 6.5.1 applies to any Option issued before the Issuer
was Listed.
6.5.2 An Option must not confer the right to a change in the exercise price or number of
underlying Equity Securities if there is a Rights issue to the holders of those Equity
Securities, unless:
(a) it was issued with the approval of Quoted Equity Securities holders, in which
case changes can be made in accordance with the formula or provision
contained in the terms of the Option, or
(b) the effect of the change is to reduce the exercise price of the Option and the
reduction is calculated according to the following formula:
O
1
=

O - E[P-(S+D)]
--------------------
N + 1
where,
O
1
= the new exercise price of the Option.
O = the old exercise price of the Option.
E = the number of underlying Financial Products into which one Option is
exercisable.

NZX Listing Rules – 1 January 2019 58 of 81
(Note: E is generally one unless the number has changed because of a
bonus issue or capital change.)
P = the volume weighted average market price of underlying Financial
Products during the 5 Business Days ending on the day before the Ex
Date for the Rights.
S = the subscription price for a Financial Product under the Rights issue.
D = the dividend (in the case of a trust, distribution) due but not yet paid on
the existing underlying Financial Products (except those to be issued
under the Rights Issue).
N = the number of Financial Products with Rights or entitlements that must
be held to receive a Right to one new Equity Security.
Nothing in this Rule applies to any Option which was issued before the Issuer
was Listed.
6.5.3 If there is a bonus issue to the holders of the underlying Financial Products, the number
of Financial Products over which an Option is exercisable may be increased to include
those Financial Products which the Option holder would have received had the Option
been exercised before the Record Date for the issue.
6.5.4 If there is a consolidation or subdivision or similar proportionate reconstruction of the
underlying Financial Products, the number of Financial Products over which an Option is
exercisable may be consolidated or subdivided in the same ratio and the exercise price
amended in inverse proportion to that ratio, including any necessary rounding to the
number of Financial Products or the exercise price.
6.6 Lien and Forfeiture
6.6.1 An Issuer’s lien on Equity Securities and on dividends or other distributions from time to
time declared in respect of such Equity Securities will be restricted to one in respect of:
(a) unpaid calls, instalments, premiums or other amounts, and any interest payable
on such amounts, relating to the specific Equity Securities, and
(b) any amount which the Issuer may be called upon to pay under any legislation in
respect of the specific Equity Securities, whether or not the due date for payment
has passed.
6.6.2 If Equity Securities are forfeited and sold or are sold to enforce a lien, any balance
remaining after payments owing and expenses must be paid to the previous owner, or to
the executors, administrators or assigns of the previous owner.
6.6.3 Equity Securities may not be liable to forfeiture due to the failure of persons entitled to
those Equity Securities (by transmission or otherwise) to submit evidence proving their
title within a specified time.

NZX Listing Rules – 1 January 2019 59 of 81
6.6.4 To avoid doubt, for the purposes of this Rule 6.6, a lien does not include a right of
set-off.
6.7 Modifications of Rights of Equity Security Holders
6.7.1 Every Issuer of Equity Securities must comply with the provisions of sections 116 and
117 of the Companies Act 1993 as modified so that:
(a) “shares” will (subject to Rule 6.7.2) refer to all Equity Securities of that Issuer, and
references to “shareholders” will be read accordingly, and
(b) “company” will refer to the Issuer, and references to pre-emptive rights under
section 45 of that Act will be deemed to have been deleted, and
(c) in respect of Equity Securities which are not shares of a company registered under
the Companies Act 1993:
(i) “special resolution” will refer to a resolution approved by a majority of 75%
of votes of the holders of those Financial Products entitled to vote and
voting, and
(ii) “constitution” will refer to the Governing Document for the rights of those
Equity Securities.
6.7.2 Nothing in Rule 6.7.1 requires an Issuer to comply with sections 116 and 117 of the
Companies Act 1993 in respect of actions that affect the rights attached to:
(a) Equity Securities which are not Quoted, or
(b) Equity Securities which are not shares of a company if those Equity Securities
were issued on terms which expressly allow the action in question to be taken
without the prior approval of holders of those Equity Securities, and those terms
were clearly disclosed when the Equity Securities were offered.
6.7.3 Rule 6.7.1 does not have the effect of deeming section 118 of the Companies Act 1993
to apply to any Financial Products other than shares of a company registered under the
Companies Act 1993.
6.8 Cancellation of Unpaid Amounts
No obligation on a holder to pay any unpaid amount on any Equity Security may be
cancelled, reduced or deferred without the authority of an Ordinary Resolution (such
resolution being subject to the voting restrictions in Rule 6.3).

NZX Listing Rules – 1 January 2019 60 of 81
Section 7
Requirements for Documents

NZX Review of documents
7.1 NZX to review documents
7.1.1 The documents listed in Rule 7.1.2 must not be circulated to holders of Financial
Products, executed or otherwise given effect to in any way, until NZX provides written
confirmation that it does not object to the document.
7.1.2 The documents referred to in Rule 7.1.1 are:
(a) any notice of a meeting of Quoted Equity Security holders to consider any matter
other than:
(i) consideration of the annual report or financial statements,
(ii) electing Directors,
(iii) fixing Director remuneration,
(iv) changing the name of the Issuer,
(v) appointing or fixing the remuneration of auditors,
(vi) a resolution required or regulated under the Takeovers Code, or a
resolution for a scheme of arrangement under Part 15 of the Companies
Act 1993 where the Issuer is the target company, or
(vii) a shareholder proposal under the Governing Document of the Issuer or
under Schedule 1 of the Companies Act 1993,
(b) any Offer Document or Profile in respect of Financial Products Quoted or to be
Quoted on the Main Board or Debt Market except:
(i) Schedule 1 Offer Documents (subject to the Issuer providing NZX with
such information that NZX may prescribe from time to time),



Review of certain documents by NZX
Offer Documents and Profiles
Notices of Meeting of Financial Product Holders, Appraisal Reports and Proxy
appointment

NZX Listing Rules – 1 January 2019 61 of 81
(ii) an Offer Document in respect of a Continuous Issuer, where that Offer
Document is comprised of a PDS for which NZX has previously provided
written confirmation under Rule 7.1.1 and another document containing
the terms and conditions of the particular Financial Products, or
(iii) if NZX has determined approval is not required.
7.2 Providing documents to NZX for review
7.2.1 Each document referred to in Rule 7.1.2(a) must be provided to NZX in draft for review
at least 10 Business Days before that document is to be printed, circulated, executed, or
otherwise given effect to or by such other timeframe that NZX may prescribe or
otherwise advise from time to time in relation to any particular category of document.
7.2.2 An Offer Document or Profile requiring review under Rule 7.1.2(b) must generally be
submitted at least 20 Business Days before Quotation is sought, with a draft timetable
for any offer and Quotation and such other information NZX may require from time to
time.
7.2.3 The review period will not commence until NZX has received all relevant documents in
their proposed final form. If any alteration not sought by NZX is introduced to a
document already submitted, NZX may restart the review timeframe at the time that
alteration is received.
7.2.4 If more than one document is required to be reviewed, they must be provided to NZX
together. If an Appraisal Report is required to accompany a notice of meeting, drafts of
both documents must be provided together with any information required by NZX for the
purposes of Rule 7.10.
Preparing documents
7.3 Preparing Offer Document or Profile
7.3.1 An Issuer or applicant for Listing must prepare and issue:
(a) an Offer Document, where required by law, in respect of Financial Products
Quoted or to be Quoted on the Main Board or the Debt Market.
(b) a Profile, if required to do so by NZX, when:
(i) seeking initial Quotation of a Class or Financial Products,
(ii) Rule 1.11 applies, or
(iii) Rule 5.1.1(a) applies to a transaction undertaken by an Issuer.

NZX Listing Rules – 1 January 2019 62 of 81
Content of documents
7.4 Content of Offer Document and Profile
7.4.1 Every Profile must:
(a) contain the information required in a PDS as if the offer was regulated under the
FMC Act, unless NZX determines otherwise,
(b) contain all information required by the Rules, unless NZX determines otherwise,
and
(c) contain, or incorporate by reference, all other information NZX, in its sole
discretion, might require.
7.4.2 Every Offer Document or Profile must contain:
(a) a statement of the principal terms of:
(i) the Financial Products being offered by, or referred to in, that Offer
Document or Profile, and
(ii) the offer of those Financial Products (if applicable),
(b) if applicable, a timetable of all relevant dates for:
(i) opening and closing the offer,
(ii) allotment of the Financial Products and/or Rights to those Financial
Products,
(iii) quotation and commencement of trading of the Financial Products,
(iv) the payment of initial dividends, interest or other benefits (as applicable),
(c) in the subscription application (if applicable), a field for subscribers to insert their
CSN (if any), and
(d) a description of the arrangements that a Financial Product holder would need to
have in place in order to trade the Financial Product on the Main Board or the
Debt Market.
7.4.3 NZX may require an Offer Document to state:
(a) the number and percentage of Financial Products of the Class being offered
which are not available to Non-Affiliated Holders, together with the names or
description of any class of persons to whom preference in allotment is to be
given, whether the Financial Products in question are part of the issue or not,

NZX Listing Rules – 1 January 2019 63 of 81
(b) the method of dealing with oversubscriptions and the amount of
oversubscriptions which will be accepted,
(c) the period within which subscription refunds will be paid, and
(d) if interest will be paid on the amounts refunded under paragraph (c) and, if so,
the basis upon which the interest will be calculated.
7.4.4 Every Offer Document or Profile made in contemplation of Quotation of Equity Securities
must specify the Directors’ intentions as to the Issuer’s future dividend policy. Every
other Offer Document from an Issuer with existing Quoted Equity Securities may specify
the dividend policy or refer readers to the Issuer’s website where such information may
be obtained.
7.4.5 If Vendor Securities are issued at or about the time as an offer of Equity Securities, the
Offer Document or Profile must state any restrictions to be imposed on the disposal by
the holders or beneficial owners of effective ownership and control of the Vendor
Securities, or that there are none.
7.4.6 A Profile must be distributed to such persons, and in such manner, as NZX may
determine and must be released through MAP.
7.5 Disposal of Major Holdings
7.5.1 If at the time of the initial Quotation of Equity Securities:
(a) a person holds more than 20% of the Equity Securities of that Class, or
(b) a person is entitled, through a binding arrangement, to subscribe for more than
20% of the Equity Securities of that Class (other than under a bona fide
underwriting agreement),
the Offer Document or Profile in respect of such Equity Securities must state, if
applicable, the restrictions which are to be imposed upon the disposal of effective
ownership and control of all or any of the Equity Securities by the holder of those Equity
Securities (and if the holders are not to be the beneficial owners of the Equity Securities,
by the beneficial owners). If there are no such restrictions applying to such a person, the
Offer Document or Profile must state that.
7.5.2 For the purposes of Rule 7.5.1, Equity Securities will be deemed to be held by a person
where that person has a Relevant Interest in those Equity Securities or is a member of a
group of Associated Persons with relevant interests in those Equity Securities.
7.6 Additional Requirements for Debt Securities
7.6.1 Where an issue provides for early repayment of Debt Securities, the Offer Document or
Profile must state the basis on which interest will be calculated until the date of early
repayment or refer to the relevant provisions of the Governing Document.

NZX Listing Rules – 1 January 2019 64 of 81
7.6.2 Where a Debt Securities issue provides for repayment or conversion before maturity on
a date to be fixed at the discretion of the Issuer, the Offer Document or Profile must
state those terms.
7.7 Prominence of statements in Offer Documents
7.7.1 Any statement required by the Rules to be contained in an Offer Document or Profile
must be sufficiently prominent and legible so as to come to the attention of a reasonable
person viewing that document.
7.8 Notices of Meeting
7.8.1 The text of any resolution to be put to a meeting of an Issuer required by the Rules must
be set out in the notice of the relevant meeting.
7.8.2 Each notice of meeting must contain or be accompanied by sufficient explanation,
reports, valuations, and other information, as to enable a reasonable person entitled to
Vote to understand the effect of each resolution proposed, including:
(a) the consequences if the resolution in question is not passed (unless such
resolution concerns a matter listed in Rule 7.1.2(a)(i) to (vii)), and
(b) a statement outlining who is subject to voting restrictions in relation to such
resolution.
7.8.3 Each notice of meeting to consider a resolution to appoint, elect or re-elect a Director
must include the following information on each candidate:
(a) the Board’s view on whether or not the candidate would qualify as an
Independent Director (or, if the Board is unable to make such an assessment
due to a lack of information regarding a candidate nominated by an Equity
Security holder, a statement to that effect).
(b) an outline of the candidate’s experience (including specific details of relevant
roles and organisations) and, if relevant, the qualifications of the candidate, to
the extent such information is available to the Issuer after making due inquires,
and
(c) any other information that the Board considers may be useful to provide to a
Financial Product holder.
7.8.4 As a minimum, the notice of meeting for a resolution to approve an issue, acquisition or
redemption of Financial Products, or provision of financial assistance, must state or
contain so much of the following information as is applicable and known to the Issuer:
(a) the number of any Financial Products to be issued, acquired, or redeemed or, if
the number is not known, the formula to be applied to determine the number,
and the maximum number which may be issued, acquired or redeemed,