NZX Annual Meeting 2019

NZX Notice
of Annual
Meeting of
Shareholders
5 APRIL 2019

Annual Meeting
Notice is given that the sixteenth Annual
Meeting of shareholders of NZX Limited
(NZX or the Company) will be held at:
Venue: The Dunedin Public Art Gallery, 30 The
Octagon, Dunedin (map below)
Webcast: if you are unable to attend the meeting
and would like to follow proceedings, you can do
so by viewing the Annual Meeting live by webcast
at the link below. A full replay of the webcast will
be available via the same link and can be accessed
online at NZX’s investor centre:
https://vimeo.com/313719079/4932b3bc85
Time: 5 April 2019, commencing at 10.00am
Dear Shareholders,
On behalf of the board of directors I am pleased to
invite you to the Annual Meeting of NZX, commencing
at 10.00am on 5 April 2019. I look forward to
welcoming you for the meeting at The Dunedin Public
Art Gallery, 30 The Octagon, Dunedin.
Our meeting will follow a board meeting in the city,
and a series of customer visits and engagements as
we celebrate 150 years of New Zealand’s exchange,
which started in Dunedin. This will provide our directors
with an opportunity to engage with the city’s business
community.
At the meeting, the board will be joined by our CEO
Mark Peterson and members of the executive team.
I will present an overview of NZX’s performance and
Mark will provide an update on our progress against
strategy. There will be an opportunity to ask questions,
and at the conclusion of the meeting you are invited to
join us for light refreshments.
If you are unable to attend the meeting and would like
to follow proceedings, there will be a live webcast and
a full replay available online at NZX’s investor centre
following the meeting. Details about how to access the
webcast can be found in this Notice of Meeting.
If you have any further questions please do not hesitate
to contact NZX Company Secretary Hamish Macdonald
on 09 308 3701 or via email at:
hamish.macdonald@nzx.com
I look forward to updating you on our progress at the
annual meeting.
All the best.
James Miller
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Agenda
A. CHAIR ADDRESS
B. CEO REVIEW
C. FINANCIAL STATEMENTS
To receive the Annual Report for the 12 months
ended 31 December 2018, including the financial
statements and the auditor’s report.
D. RESOLUTIONS
To consider, and if thought fit, to pass the following
ordinary resolutions:
1. That the board be authorised to determine
the auditor’s fees and expenses for the 2019
financial year
2. To elect Elaine Campbell as a director of NZX
3. To re-elect James Miller as a director of NZX
To consider, and if thought fit, to pass the following
special resolution:
4. That NZX amend its existing Constitution, in
the manner marked up in the Constitution
as presented to shareholders at the annual
meeting and initialled by a director of the
Company for the purposes of identification.
The board unanimously supports resolutions 1 to 4
and recommends that you vote in favour of them at
the meeting.
E. OTHER BUSINESS
To consider any other business that may be properly
brought before the meeting.
Resolutions 1-3 above are proposed as ordinary
resolutions and, to be passed, require approval
by a simple majority of votes of shareholders
who are entitled to vote on the resolutions and
who exercise their right to vote. Resolution 4 is
proposed as a special resolution and, to be passed,
requires approval by a majority of 75% of votes
of shareholders who are entitled to vote on the
resolution and who exercise their right to vote.
All resolutions to be put to the meeting are
discussed in the Explanatory Notes.
Important
Information
VOTING IN PERSON
You are entitled to vote at the Annual Meeting if
you have a shareholding at 5.00pm on Wednesday
3 April 2019. If you are entitled to vote and wish
to do so in person, you should attend the Annual
Meeting. Please bring your proxy form with you to
the meeting, as the barcode will assist with your
registration. A corporation may appoint a person to
attend the meeting as its representative in the same
manner as that in which it could appoint a proxy.
VOTING IN PROXY
A proxy form is enclosed with this Notice of Annual
Meeting which allows you to vote on the resolutions
notified in this Notice of Annual Meeting. Any
shareholder of NZX who is entitled to attend and
vote at the Annual Meeting, is entitled to appoint a
proxy to attend the meeting and vote on his or her
behalf. A proxy need not be a shareholder of NZX.
If you appoint a proxy, you may either direct your
proxy how to vote for you, or you may give the
proxy discretion to vote as he or she sees fit. If you
wish to give your proxy discretion, then you should
make the appropriate election, either online or on
the proxy form, to grant your proxy that discretion.
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You will be deemed to have given your proxy
discretion if you do not make an election in relation
to any of resolutions 1 to 4.
The Chair of the meeting is willing to act as proxy
for any shareholder who appoints him for that
purpose. If you appoint the Chair of the meeting as
your proxy and do not direct the Chair how to vote
in the proxy form, the Chair will vote in favour of
resolutions 1 to 4.
If, in appointing your proxy, you do not name a
person as your proxy (either online or on the proxy
form that is lodged with Link Market Services), or
your named proxy does not attend the meeting,
the Chair of the meeting will be your proxy and
may only vote in accordance with your express
direction. To be valid, a completed proxy form must
be returned so that it is received by no later than
10.00am on Wednesday 3 April 2019. Any proxy
form received after that time will not be valid for the
meeting. You may return your completed proxy form
by delivering it to Link Market Services using one of
the following methods:
• Online at: https://investorcentre.
linkmarketservices.co.nz/voting/NZX (you
will need your CSN/holder number and
authorisation code (FIN))
• Scan and email to: meetings@
linkmarketservices.co.nz (use ‘NZX Proxy’ as
email subject)
• Mail to: Link Market Services, PO Box 91976,
Auckland 1142, New Zealand using the
enclosed reply paid envelope
• By hand to: Link Market Services, Level 11,
Deloitte Centre, 80 Queen Street, Auckland
1010, New Zealand
QUESTIONS PRIOR TO ANNUAL
MEETING
To encourage shareholder participation we invite
those unable to attend in person to submit
questions ahead of the meeting. If you would like to
submit a question you can do so online or using the
enclosed proxy form. Questions should be received
by 10.00am on Wednesday 3 April 2019. The board
will address and answer questions at the meeting.
Copies of the Annual Meeting presentation materials
will be published and available online shortly before
the meeting begins.
By order of the board,

Hamish Macdonald
NZX Company Secretary
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Explanatory notes
All references in this Notice of Meeting to the
“Listing Rules” are references to the updated
NZX Listing Rules dated 1 January 2019.
1. Resolution 1: Auditor
KPMG is the current auditor of NZX. The
Companies Act 1993 provides that a company’s
auditor is automatically reappointed unless the
shareholders resolve to appoint a replacement
auditor, or there is another reason for the
auditor not to be reappointed. Section 207S
of the Companies Act 1993 further provides
that the auditors’ fees and expenses must be
fixed by the Company, or in the manner that
the Company determines at a shareholders’
meeting.
Shareholders are being asked to resolve that the
board is authorised to fix the fees and expenses
of KPMG for the 2019 financial year.
2. Resolution 2 & 3: Election and Re-
election of Directors
Pursuant to clause 25.2 of the Constitution and
Listing Rule 2.7.1, any person who is appointed
as a director by the directors shall retire from
office at the next Annual Meeting, but shall be
eligible for election at that meeting.
Elaine Campbell retires in accordance with
clause 25.2 of the Constitution, and offers
herself for election.
Pursuant to Listing Rule 2.7.1, a director must
not hold office without re-election past the
third annual meeting following the Director’s
appointment, or 3 years, whichever is longer.
James Miller retires in accordance with the
Constitution and Listing Rule 2.7.1, and offers
himself for re-election.
1. Resolution 4:
The former NZSX Listing Rules (dated 1
October 2017) have been replaced by
updated Listing Rules (1 January 2019).
As NZX opted into compliance with the
Listing Rules on 1 January 2019, a number
of amendments are required to be made to
the existing Constitution of NZX to ensure it
meets the requirements of, and is consistent
with, the Listing Rules (as required by Listing
Rule 2.18.1). In principle, the amendments
proposed are limited to those required to
conform to the Listing Rules, changes to
update relevant references to the Company
name and legislation and allow for electronic
voting.
Unless expressly stated otherwise, references
to clause numbers below are references
to clause numbers in the Constitution as
proposed to be amended.
The amendments to the existing NZX
Constitution that have been proposed for the
purposes of alignment with the Listing Rules
can be summarised as follows:
• Director rotation: the provisions relating
to director rotation have been removed.
This is on the basis that clause 4 of the
Constitution deems the incorporation
by reference of all Listing Rules required
to be contained or incorporated. The
effect of this removal is that the director
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rotation requirements in Listing Rule 2.7, as
amended from time to time, apply.
• Voting at meetings of shareholders:
clauses 19 to 26 of schedule 3 have
been amended to reflect that voting at
shareholder meetings must be by poll as
required under Listing Rule 6.1 (rather than
on a show of hands).
• Executive Directors: the term “Managing
Director” has been replaced with
“Executive Director” in clauses 40 to 43
to be consistent with the definition in the
Listing Rules. The changes also reflect that
Executive Directors are no longer subject to
different rotation requirements from other
directors under the Listing Rules.
The following amendments are also proposed
to update references to the Company name,
relevant legislation and developments with
electronic voting:
• Updating the Company name in the
Constitution from “New Zealand Exchange
Limited” to “NZX Limited”.
• Updating schedule 1 to reflect that the 10%
statutory control limit that applies to NZX
is now contained in the Financial Markets
Conduct Act 2014 (“FMC Act”) (the control
limit was previously contained in the New
Zealand Stock Exchange Restructuring Act
2002 (repealed)). The terminology within
schedule 1 has also been updated to align
with definitions in the FMC Act.
• Updating references to refer to current
legislation (e.g. the introduction of the FMC
Act) and removing references to repealed
legislation (e.g. references to the Securities
Markets Act 1988 and New Zealand Stock
Exchange Restructuring Act 2002).
• Adding wording at clause 14 of schedule
1 to clarify that the requirement for
NZMDT Special Division approval is
subject to the Rules. This is to recognise
the NZX Regulation ruling on 11 February
2019, which waives the requirement
for the NZMDT Special Division to
approve a notice of meeting considering
amendments to a Governing Document.
NZX Regulation has advised this change is
intended to be reflected in an amendment
to the Listing Rules in due course.
• Allowing for electronic means of voting at
shareholder meetings.
• Making consequential alterations in
numbering.
Pursuant to the Companies Act 1993, the
proposed amendments must be approved
by a special resolution of shareholders. As
the amendments to the Constitution do not
impose or remove a restriction on the activities
of the Company or affect the rights attaching
to shares, the shareholder minority buy-out
rights under the Companies Act 1993 do not
apply.
Russell McVeagh has provided an opinion to
the NZMDT Special Division that it considers
that these amendments comply with the
Listing Rules.
Availability
A mark-up of the Constitution setting out all
of the proposed amendments can be viewed
on the NZX website at https://www.nzx.
com/about-nzx/investor-centre/shareholder-
meetings and is also available at the
registered office of the Company at Level 1,
NZX Centre, 11 Cable Street, Wellington.
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Elaine was appointed to the Board in February 2019
and brings over 20 years of legal experience to the
board, with a particular focus on financial and capital
markets law. She is currently General Counsel and
Company Secretary of NZX listed issuer, Chorus.
Elaine is a member of the Institute of Directors, and
was an executive director of AMP Services Limited,
AMP Wealth Management Limited and Advice First
Limited. Elaine was a former Chair of NZX-owned
Smartshares.
Elaine commenced her career as a solicitor
in New Zealand in 1995 before gaining legal
experience in the UK and the USA. She was a senior
solicitor at Russell McVeagh before joining NZX’s
executive team from 2002 until 2008, during its
demutualisation, listing and the insourcing of its
regulatory functions.
Elaine was the Director of Compliance at the
Financial Markets Authority, introducing significant
regulatory reforms to the financial services sector.
Immediately prior to joining Chorus Elaine was the
General Counsel for AMP Financial Services. Elaine
has a Bachelor of Laws (honours) from the University
of Canterbury.
Elaine’s committee memberships will be advised in
due course.
The board has determined Elaine to be an
independent director for the purposes of the Listing
Rules. Elaine also meets the requirements of NZX’s
‘fit and proper’ policy.
Elaine Campbell
LLB (HONS)
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James was appointed a director of NZX in August
2010 and the exchange’s Chair in May 2015. He
spent 14 years working in the share-broking industry,
with Craigs Investment Partners, ABN AMRO,
Barclays de Zoete Wedd and ANZ Securities.
He is a qualified chartered accountant and is a
Fellow of the New Zealand Institute of Chartered
Accountants, a Certified Securities Analyst
Professional, a member of the Institute of Directors
in New Zealand, and is a graduate of the Advanced
Management Program at Harvard Business School in
the United States of America.
James is currently a director of the Accident
Compensation Corporation, Mercury NZ and
The New Zealand Refining Company. He was an
inaugural director of the Financial Markets Authority,
and previously a member of the ABN AMRO
Securities, INFINZ and Financial Reporting Standards
Boards.
James is Chair of the Nominations Committee and a
member of the Human Resources and Remuneration
Committee.
The board has determined James to be an
independent director for the purposes of the
Listing Rules.
James Miller
BCOM, FCA
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NZX Limited
Level 1 / NZX Centre
11 Cable Street
PO Box 2959
WELLINGTON
Tel: +64 4 472 7599
info@nzx.com
www.nzx.com

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Proxy Form: NZX 2019 Annual Meeting
The Annual Meeting of NZX Limited (NZX or the Company) will be held at The Dunedin Public Art Gallery, 30 The Octagon,
Dunedin on 5 April 2019, commencing at 10.00am. Please register and be seated by 9.50am.
APPOINTMENT OF PROXY
If you do not plan to attend the Annual Meeting, you may
appoint a proxy. The Chair or any other director can act as
a proxy for any shareholder who appoints him or her. If, in
appointing your proxy, you do not name a person to be your
proxy (either online or on this form), or your named proxy
does not attend the meeting, the Chair of the meeting will
be your proxy and vote in accordance with your express
direction.
VOTING OF YOUR HOLDING
Direct how to vote your proxy by making the appropriate
election, either online or on this from, in respect of each
item of business (resolutions 1 to 4). If you do not make an
election in respect of a resolution, your proxy may vote as
they choose.
If you make more than one election in respect of a
resolution, your vote will be invalid for that resolution.
APPOINTING THE CHAIRMAN OF THE MEETING
OR A DIRECTOR AS YOUR PROXY
If you expressly appoint the Chair of the meeting or
any other director as your proxy and elect to give them
discretion on how to vote on a resolution, you acknowledge
that they may exercise your vote even if they have an interest
in the outcome of that resolution.
The Chair of the meeting and the directors intend to vote all
discretionary proxies in favour of resolutions 1 to 4.
Please complete, sign and lodge this proxy form and voting
instructions with Link Market Services (NZX’s registry), no
later than 10.00am on Wednesday 3 April 2019.
Proxies need to be lodged as per the instructions on this
form.
ATTENDING THE MEETING
If you propose to attend the Annual Meeting, please bring
this admission card/proxy form intact to the meeting, the
barcode is required for registration at the meeting.
SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual holding
Where the holding is in one name, the security holder must sign.
Joint holding
Where the holding is in more than one name, all of the
security holders should sign.
Power of attorney
If this proxy form has been signed by an attorney, a copy
of the power of attorney under which it was signed (if not
previously provided to the registry), and a signed certificate
of non-revocation of the power of attorney must accompany
this proxy form.
Company
This proxy form must be signed by a duly authorised officer
or attorney. Persons who sign on behalf of a company must
be acting with the company’s express or implied authority
Go online to:
https://investorcentre.linkmarketservices.co.nz/voting/nzx
to appoint and give directions to your proxy or turn over to
complete the form.
Lodge Your Proxy
Online
https://investorcentre.linkmarketservices.co.nz/voting/NZX
(CSN/holder number and authorisation code (FIN) required to vote)
Scan & Email
meetings@linkmarketservices.co.nz
(please use “NZX Proxy Form” as the subject)
Mail
Link Market Services Limited, PO Box 91976, Auckland 1142, New Zealand
(if mailing within New Zealand, use pre-paid envelope provided. If mailing
from outside New Zealand, use the return envelope but add postage)
Deliver In Person
Link Market Services Limited, Level 11, Deloitte Centre, 80 Queen Street,
Auckland, New Zealand
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Proxy/Corporate Representative Form
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I / We being a shareholder(s) of NZX Limited
appoint of
(full name of proxy) (full address)
or failing that person of
(full name of proxy) (full address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of NZX Limited to be held at 10.00am on 5 April
2019, and at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Please note: if you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands
or a poll and your votes will not be counted in computing the required majority.
This form is to be used to vote as follows on the following:Tick () in box to vote
Resolutions unanimously supported by the boardForAgainstAbstainDiscretion
Ordinary Resolutions:
1. That the board be authorised to determine the auditor’s fees and expenses
for the 2019 financial year
2. That Elaine Campbell be elected as a director of NZX Limited
3. That James Miller be re-elected as a director of NZX Limited
Special Resolution:
4. That NZX amend its existing Constitution in the manner marked up in
the Constitution as presented to shareholders at the annual meeting and
initialled by a director of NZX Limited for the purposes of identification
And to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution
proposed at the meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy may vote as he/she
thinks fit or abstain from voting on each such resolution. The proxy is appointed only in respect of the above meeting or any
adjournment thereof.
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting will have the opportunity to ask questions during the meeting. If you cannot attend
the Annual Meeting but would like to ask a question, you can submit a question online by going to https://investorcentre.
linkmarketservices.co.nz/voting/nzx and completing the online validation process, or by completing the question section below
and returning this Proxy Form to Link Market Services in the reply paid envelope enclosed. Questions will need to be submitted
by 10.00am on Wednesday 3 April 2019. The board will address and answer questions at the Annual Meeting.
Questions:
SIGN: SIGNATURE OF SECURITY HOLDER(S) This section must be completed.
Security holder oneSecurity holder twoSecurity holder three
or duly authorised officeror duly authorised officeror duly authorised officer
Electronic Investor Communications
If you received this Notice of Annual Meeting and proxy form by mail and wish to receive future investor communications by
email, please provide your email address below. We encourage all shareholders to receive communications via email. This is an
efficient and secure method of communication for you, and a more cost effective option for NZX.
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