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NZX Full Year 2020 Results & Annual Report Published

Full Year Results16 February 2021NZXFinancials

Powered Up
NZX Annual Report

2020

About this report
For more than 150 years we have been enabling Kiwi

success – creating opportunities for New Zealanders to

grow their personal wealth and helping businesses

prosper. As New Zealand’s Exchange, we are proud of

our record in supporting the growth and global

ambitions of local companies.

Our 2020 Annual Report “Powered Up” recognises

the importance of aligning the way we do business with

the expectations of our key stakeholders to create

sustainable value – for our shareholders, across the

capital markets ecosystem, for our customers and

New Zealand. This report includes our full Financial

Statements (and Notes to the Financial Statements) for

the year ended 31 December 2020, along with

commentary on the company’s financial results and

operational performance.

The business overview (Who we are) and our

business model (How we create value) provide

information about NZX, our strategic goals and the

pillars that are fundamental to sustaining and growing

value into the future. The Corporate Governance

section of this report describes how we set the

objectives and direction for the business, and the

framework for identifying and managing risks is

outlined in the Risk Report. Our corporate governance

policies are available online at: https://www.nzx.com/

about-nzx/investor-centre/governance/policies. NZX

Limited is registered with the New Zealand Companies

Office and our New Zealand Business Number (NZBN)

is 9429036186358.

This report is dated 17 February 2021 and is signed

on behalf of the Board of NZX Limited by Chair, James

Miller, and Chair of the Audit and Risk Committee,

Lindsay Wright.

Contents
Our performance this year 8

Who we are 10

Letter from the Chair 12

Chief Executive’s update 16

Our Board 20

Our Leadership Team 22

How we create value 26

– Our Customers 28

– Strategic Partnerships 30

– People & Capability 32

– Sustainable Environment 34

– Market Performance 36

Corporate Governance 41

Risk Reporting 51

Management Commentary 54

Directors’ Responsibility Statement 60

Financial Statements 61

Independent Auditor’s Report 100

Statutory Information 105

Getting in touch 112

NZX Annual Report 2020

1

Supporting
NZX Annual Report 2020

2

As New Zealand’s Exchange,
we are driven by a big ambition

for our country. We take pride

in helping to support and drive

a healthy economy, thriving

businesses and helping Kiwis

succeed. Every day our people

and passion are focused on

our role delivering information,

insights and the tools needed to

connect investors with the right

investment opportunities.

NZX Annual Report 2020

3

Ambition
We enable investors at home

and around the world to

grow and protect their wealth

by accessing investment

opportunities in the companies

and industries that power our

economy and compete on

the world stage. We operate

markets that enable businesses

to access the capital they need

to keep growing, creating new

jobs and solutions that are

shaping the future.

NZX Annual Report 2020

4

Ambition
NZX Annual Report 2020

5

Resilience
We’re a Kiwi company working

hard to grow New Zealand’s

economy, supporting the

resilience and long-term success

of our customers as a strength

for our country.

NZX Annual Report 2020

6

Our thanks to Auckland International Airport (NZX: AIA) for the use
of this photograph. The New Zealand travel and tourism sector faced

some significant challenges in 2020 and we were pleased to be able to

support the need for equity capital, which has never been more acute.

NZX Annual Report 2020

7

Our performance this year
Data highlighted on pages 8 to 11 is “for the financial year ended 31 December

2020”, or “as at 31 December 2020” (as applicable). Percentage changes

represent the movement from 2019 to 2020.

* Operating earnings are before net finance expense, income tax,

depreciation, amortisation, loss on disposal of business and property,

plant and equipment, and gain on lease modification. Operating earnings

is not a defined performance measure in NZ IFRS. The Group’s definition of

operating earnings may not be comparable with similarly titled performance

measures and disclosures by other entities.

The 2020 deliverable targets are detailed in the Management Commentary

section on page 55 of this Report.

DAIRY DERIVATIVES LOTS TRADED

360,887

0.5

%

TOTAL CAPITAL RAISED (new + secondary)

5.5

%

17. 6 b

DATA & INSIGHTS REVENUE

8.1

%

16 .1m

7.19 b

FUNDS UNDER ADMINISTRATION

213.4

%

TOTAL VALUE TRADED

41.8

%

53.7b

FUNDS UNDER MANAGEMENT

28.0

%

5.08b

DIVIDEND (FULLY IMPUTED)

6 .1

cents per share

NZX Annual Report 2020

8

TRADED VALUE
0

1

2

3

4

5

6

7

8

DecNovOctSeptAugJulJunMayAprMarFebJan

0

15,000

30,000

45,000

60,000

75,000

90,000

105,000

120,000

0

15,000

30,000

45,000

60,000

75,000

90,000

105,000

120,000

Value Traded

Daily Trades

2019 Value Traded2020 Value TradedDaily Trades

NET PROFIT AFTER TAX

2 0 .1

%

17.6m

34.4m

OPERATING EARNINGS

*

9.7

%

NZX Annual Report 2020

9

Who we are
MEASURABLE PROGRESS ON DIVERSITY

AND INCLUSION

Our commitment to building a diverse workforce and an

inclusive workplace gained new ground in 2020. This is

reflected in our Chief Executive’s participation in

Champions for Change, the revised Diversity & Inclusion

Policy, and enhanced transparency of our performance in

this area. NZX also announced a commitment to NZ

Living Wage for all employees.

NZX leaders took a focused look at gender pay

equality in 2020 and through the annual remuneration

review process made changes required to achieve pay

equality – eliminating pay gaps in like-for-like roles across

our entire organisation. This is a significant step toward

equitable opportunities for our workforce and

sustainably resourcing our business.

Our attention now turns to the structural elements that

drive the remaining gender pay gap, which we will

improve with continued efforts to increase the number

of women in senior roles.

Other Diversity & Inclusion objectives for 2020

included a commitment to youth employment – we

recognise the responsibility we have to help build the

financial services workforce of tomorrow. This objective

was met through recruitment activity including the

Graduate Programme where our 2020 intake is making

a great contribution already. We have a diverse and

talented group of graduates in the February 2021 intake

for this three-year programme. Progress toward

broadening diversity measures, and strengthening how

we measure our recruitment pipeline, is ongoing and will

be continued in 2021.

SMARTSHARES

79, 871

Investors in Smartshares products

(directly and indirectly), with total

Funds Under Management of $5.08b

NZX WEALTH TECHNOLOGIES

28 ,18 5

Investor portfolios, with total

Funds Under Administration of $7.19b

DATA & INSIGHTS

8,720

Data terminals

SECONDARY MARKETS

1 2 . 1 m

Trades in 2020, with a total value of $53.7b

Listed equity, debt and funds

232b

TOTAL MARKET CAPITALISATION

ISSUER RELATIONSHIPS

334

Total listed equity, debt, funds & other securities

10

NZX Annual Report 2020

Full-time equivalent employees
(excluding contractors & consultants)

257

New Zealand

NZX Offices

Head Offices of

NZX-listed Companies

Global affiliations

ASX – Sydney

HKEX – Hong Kong

LSE – London

NASDAQ – New York

SGX – Singapore

TMX – Toronto

SPSE – Suva

SSE – Shanghai

WFE – World Federation

of Exchanges

SSE – Sustainable Stock

Exchanges Initiative

EEX – European Energy Exchange

Gender Diversity All Employees

44%39%

61%

56%

Female employees

Male employees

Female managers

Male managers

Gender Diversity Officers & Board

3

2

6

8

Female officers (2019: 3)

Male officers (2019: 8)

Female directors (2019: 2)

Male directors (2019: 6)

Employees by Business Unit

131.3

17.5

55.7

52.8

NZX Markets

NZ RegCo

NZXWT

Smartshares

New Zealand presence connecting a world

of investments to NZ businesses

Employee headcount (permanent and fixed term,

excludes parental leave)

55

3 1

78

72

51

20-29 years

30-39 years

40-49 years

50-59 years

60-69 years

70-79 years

Investor portfolios, with total

Funds Under Administration of $7.19b

11

NZX Annual Report 2020

James Miller
NZX Chair

NZX Annual Report 2020

12

Letter from the Chair
2020 was a difficult year for many sectors of

the economy, but the challenges presented

by COVID provided the opportunity for

New Zealand’s capital markets to provide

essential capital funding to businesses in need.

Never before has the value of having access to capital

been so evident for New Zealand businesses. We have also

seen the most significant re-engagement with equities as

an investment class in the past 30 years.

With a record level of activity in the market and a

healthy number of new listings, FY2020 showcased the vital

role of capital markets to a well-functioning and resilient

economy. Our financial results reflect these factors.

The S&P/NZX 50 (Gross) finished 2020 at 13,092 – up a

further 14% on the substantial lift we saw the previous year.

What has been most pleasing is the repositioning of

NZX and our strategic direction under Mark Peterson’s

leadership. This has been recognised by the market with

strong appreciation in the NZX share price, and a total

shareholder return (TSR) of 50.3% for the year ended

31 December 2020.

I want to thank our shareholders for their patience

and support during the early stages of repositioning

the company.

This has been another year of financial delivery, and the

environment has supported the growth in NZX’s operating

earnings to a new high of $34.4 million, slightly above our

guidance range.

Your Board has declared a final dividend of 3.1 cents

per share to be paid on 26 March 2021, contributing to a

FY2020 dividend of 6.1 cents per share, fully imputed.

I especially want to acknowledge the effort and

flexibility from our people. The year has been incredibly

challenging and the outcomes for our customers and

ourselves have come from teamwork and collaboration

across the entire capital markets ecosystem.

It is important to note that 2020 also provided NZX with

some challenges which has given us pause for thought in

how we can improve the way we manage risk and embed

the learnings we gained for the future.

Emerging stronger

NZX Annual Report 2020

13

levels, and the benchmark S&P/NZX 50 ended 2020 in
record territory – delivering once again another strong

result particularly relative to other global markets.

I am also pleased to report that we have been busy

ringing the listing bell this year to welcome a new cohort of

companies to New Zealand’s Exchange.

The support and innovation across the capital markets

ecosystem from lead managers, banks and advisers

behind new listings and secondary issuance has been

especially encouraging.

As part of our refreshed strategy, we have made

ecosystem development a priority through our Head of

Issuer Relationships, Sarah Minhinnick. This includes

dedicating more resources into deepening our pool of

prospects – along with widening and lifting the promotion

and awareness of the pathways for companies to list.

During the year, we saw the first listings under the new

direct and foreign exempt rules. We expect direct listings

to now be a popular pathway for accessing the benefits of

the listed market, with evidence in the very recent listing of

Third Age Health.

At a time when we are investing for growth, it is

extremely satisfying to see our Smartshares and Wealth

Technologies businesses tracking ahead of our

expectations, topping $5 billion FUM (Funds Under

Management) and $7 billion FUA (Funds Under

Administration) respectively. This gives us real confidence

not only in these businesses delivering value for NZX

shareholders but also – as we focus on broader market

development initiatives, including those identified in the

Capital Markets 2029 report – in the role they can play in

further developing our capital markets.

The partnership we are exploring with SGX, with regard

to our dairy derivatives suite, is also a tangible example of

the potential to commercialise NZX’s international alliance

strategy to propel future growth.

Operational challenges

NZX did not expect the scale of escalation in trading

activity during the COVID-19 March/April lockdown period

that peaked at six times prior year average daily volumes.

We have publicly acknowledged that we did not meet

our own high standards in certain areas of our technology

systems, and also with regard to the unrelated cyber-

attacks in August that fundamentally changed expectations

about this sort of risk for the industry and for New Zealand.

We know the integrity and performance of our

Information Technology (IT) systems is vital to all market

Participants along with the ongoing need to plan for rising

demands and risks.

The NZX Board acted decisively post these events. We

commissioned two separate external reviews, from EY and

InPhySec, and are taking forward and will act on their

recommendations to ensure our IT and cybersecurity

processes are stable and secure. We shared our external

reports with the FMA.

Auckland Real Estate (NZX: AKL) welcomed to our Exchange under the

new foreign exempt listing rules.

“The NZX has enabled Kiwi companies to

access billions of dollars of much-needed

equity and debt capital, giving them

strength in a very tough and uncertain

economic environment.”

Separate regulatory model

Given the significance of the establishment of NZ RegCo,

I wanted to begin by acknowledging this successful

transition to a new regulatory model for NZX’s listed

markets. NZ RegCo was launched in early December,

completing the structural separation of the Exchange’s

commercial and regulatory roles.

Along with the outstanding support from the team, I

am also grateful to Elaine Campbell for the expertise she

applied to breathing life into NZ RegCo – a ground-

breaking development in the 150-year history of

New Zealand’s capital markets – in terms of the structure,

governance and the operating model. We also had

positive engagement from the Financial Markets Authority

(FMA) and the Reserve Bank.

Headed by Chief Executive, Joost van Amelsfort,

the new regulatory operating and governance model

enhances independence of this function, is less complex

and aligns with global best practice. NZ RegCo is

governed by an independent establishment board chaired

by Trevor Janes, with board members Elaine Campbell,

Mike Heron QC, John Hawkins and Annabel Cotton.

Enabling strength and success

The NZX has enabled Kiwi companies to access billions of

dollars of much-needed equity and debt capital, giving

them strength in a very tough and uncertain economic

environment. Trading volumes and value reached new

NZX Annual Report 2020

14

In November last year we also announced the
permanent establishment of a Technology Committee to

provide specialist governance oversight of the role and use

of technology in executing NZX’s strategy. I would

particularly like to thank the members of this specialist

subcommittee of the Board, for their attention to what has

been a considerable workload since the committee was

established as an immediate measure in April 2020.

We have also confirmed commitment to create an

industry-wide IT working group to improve engagement

and communication with the wider market ecosystem on

technology matters.

NZX has recognised the need for further technology

investment above our current programme of work to

enhance stability and resilience and deliver other

improvements, confirming additional spend on people

and systems in 2021.

NZX has closely reviewed the findings of the Market

Operator Obligations Targeted Review undertaken by FMA.

NZX accepts that we did not meet the high standards we set

for ourselves in key areas of technology resources. We also

agree that improvements are required and we are

committed to delivering these improvements via an action

plan that will be agreed with the FMA.

Our relationship with the regulator is important to us,

and we will be working constructively with the FMA through

this important process.

Outlook for 2021

NZX expects full year 2021 operating earnings to be in the

range of $31.5 million to $35.5 million, with guidance

subject to market outcomes, particularly with respect to

market capitalisation, total capital raised, secondary

market value and derivatives volumes traded, funds under

management and administration growth and

technology costs.

Additionally, this guidance assumes no material

adverse events, significant one-off expenses, major

accounting adjustments, other unforeseeable

circumstances, or future acquisitions or divestments.

NZX’s FY2021 guidance incorporates the expected

incremental technology costs in addition to changes to

NZX’s ongoing structural technology costs that have

already been implemented.

Leadership continuity

In December we announced that the NZX Board had

exercised the option to extend Mark Peterson’s

employment term as Chief Executive to April 2024. The

NZX Board’s decision to exercise this option early reflects

the desire for stability in executive leadership. At a time

when we are looking at the further evolution of our

governance to align with NZX’s strategy, and also Board

succession, having this continuity of leadership will be vital

to maintaining strong momentum in the business.

Our company has made significant progress over the

first three years of Mark’s tenure – particularly in cultivating

a culture to support strategic delivery, along with strong

financial performance (with a TSR of 22% per annum).

Today we have a more robust NZX that has real impetus

and is creating sustainable value for our shareholders.

We have also taken some very important steps towards

our long-term goal of becoming a more vibrant and diverse

participant in New Zealand’s capital markets ecosystem.

I want to also pay tribute to Mark’s leadership in

genuinely caring for our people through these challenging

and uncertain times, while keeping an unwavering focus on

the needs of our customers.

A special thanks also to my Board, who have shouldered

an immense workload through the year – in very trying

circumstances where governance has been to the fore.

There have been some important learnings in 2020 but,

as Chair, I could not be more proud of what our team at

NZX has delivered for our shareholders, our customers and

our country.

James Miller

NZX Chair

“Today we have a more robust NZX that has

real impetus and is creating sustainable value

for our shareholders. We have also taken

some very important steps towards our long-

term goal of becoming a more vibrant and

diverse participant in New Zealand’s capital

markets ecosystem.”

NZX Annual Report 2020

15

Fuelling
our momentum

Chief Executive’s update

2020 was an extraordinary year for NZX.

It was not the year we planned for, but our

performance reflects the strength we have

built in our business through deliberate

strategic change.

The momentum that has been building over the last

three years was accelerated by the impact of COVID-19.

This helped produce a step change in growth for NZX,

albeit the rapid expansion of trading volumes caused

challenges to parts of our technology infrastructure.

This growth is reflected in our operating results and

financial performance for FY2020 – and we have taken the

lessons from the operational challenges, acting on them

to improve.

Operating earnings (EBITDA) of $34.4 million was up

almost 10% on the growth we achieved in FY2019, with

the operating margin at 43.9%.

Revenue growth came from across our three main

business areas – Capital Markets, Smartshares and NZX

Wealth Technologies. Securities trading and clearing

revenues were up strongly, with listing and data revenues

also showing good growth. Higher costs in 2020 were

driven by increased spend in technology, alongside

investing in our people to support the growth and sales

opportunities that are being created.

Net profit after tax for the year (NPAT) was

$17.6 million. Capital expenditure continues to be

focused on NZX Wealth Technologies’ core platform

and NZX’s trading system upgrade, together with

strengthening our cybersecurity protection.

We have detailed our financial results in the

Management Commentary (on page 54).

A year of records

Global volatility, a low interest rate environment and

greater post-COVID interest in investing helped push

trading volumes to record levels.

By June 2020 NZX’s secondary markets had eclipsed

the total number of trades executed for the full year 2019

and by early September the total value traded had also

surpassed 2019.

The health and vitality of our markets in 2020 is

reflected in the 149% increase in the volume traded,

and 42% increase in the value traded for the full year

to $53.7 billion compared with $37.8 billion the

previous year. This increased activity did pose some

challenges for NZX.

We laid the foundations for this progress in our 2017

strategy to deliver improved liquidity to the market –

removing the fixed-fee elements of trade fees, improving

rules to support price transparency and attracting new

Participants and investors to the NZX.

This has opened up access to a broader range of

investors, lifted on-market activity and delivered improved

liquidity to our Exchange.

Alongside the increase in value traded across the NZX,

we continue to observe growth in on-market liquidity

levels which have now normalised above 60%.

While the value of retail trading increased from

$4.1 billion to $9.7 billion, the overall share of trading by

investor type during this period remained reasonably

consistent with historical averages.

The value of traded liquidity originating from retail,

institutional and proprietary sources accounted for

approximately 18%, 70% and 12% respectively. This is

encouraging as it indicates that growth in the market was

across all investor segments.

Together with the growth in market liquidity we have

also seen a significant expansion of our Depository

business, with assets under custody up 38% for the year to

$4.8 billion. This has been an important strategic focus and

the continued growth has increased efficiencies for the

New Zealand market and enabled NZX to participate in the

final stage of the securities settlement value chain.

NZX Annual Report 2020

16

Mark Peterson
NZX Chief Executive

NZX Annual Report 2020

17

travel restrictions created an immediate need for
businesses to either strengthen their balance sheets or to

raise capital to take advantage of the opportunities that

were presenting themselves.

In our 2020 Interim Results we reported a total of more

than $5 billion of capital raised on the secondary market in

the 90 days from the beginning of April – dwarfing capital

raisings in the early months following the 2008 Global

Financial Crisis.

This need, and the greater attractiveness of equity

funding, has seen the value of capital raised for the year

total $17.6 billion – more than 50% above our expectations

for 2020.

The price volatility created by COVID-19 did impact

new debt market issuance materially from March through

to July. However, the market came back strongly from

August through to December with 12 new securities

issued, $2.7 billion of debt issuance raised, and

$825 million of this was in green bonds issued by Mercury,

Argosy and Auckland Council. We also welcomed three

new debt issuers to the market being Kiwibank, Ryman

Healthcare and Oceania Healthcare.

The current environment has emphasised the strong

value of an NZX listing and the ready access to equity or

debt capital that listing provides. Our sales and marketing

focus has been on promoting the market to companies

who may benefit from having access to capital or to owners

who may want to release capital for other purposes. We

now have a strong pipeline of potential listings across

equity, debt and funds.

Since the release of our first-half results in August when

we reported on the reverse listing of Me Today, we have had

the opportunity to welcome five new companies to the NZX.

The spectrum of these mirrors the pathways we have

been opening up for issuers – from the Rua Bioscience IPO

(RUA), to Radius Healthcare (RAD) as the first under new

direct listing rules, along with the ASX-listed Auckland Real

Estate (AKL) under our new foreign exempt provisions and

Harmoney (HMY) a new dual listed IPO. The final listing for

2020, New Zealand Rural Land Co (NZL) was another NZX

Following a COVID-related delay to the Trading System

Upgrade and the recent decision to undertake additional

market-wide testing, the project is now scheduled to go

live later in the first half of 2021. This will enable market

functionality in line with other international markets, and

will support the subsequent launch of our exchange-based

mid-point pricing trading venue, which should further lift

on-market traded liquidity.

Further technology investment

As reported in our Interim Results and referenced by the

Chair, the Board-commissioned reports from EY and

InPhySec identified the need for further technology

investment in 2021 to enhance the stability, resilience and

capacity within aspects of our technology framework.

This will further build on the $12 million technology

infrastructure modernisation programme underway since

2017, which has focused on clearing, network infrastructure

and the trading system along with capacity improvements.

This additional capital investment programme will be

led by our incoming Chief Information Officer, Robert

Douglas, who will also be spearheading NZX’s

engagement with market Participants and the market

ecosystem to deliver a technology roadmap for the

capital markets.

Since the technology disruptions in March and April,

NZX has made changes to increase the resilience and

stability of its systems. We have also strengthened our

Distributed Denial of Service (DDoS) defences following

the cyber-attacks.

As noted by the Chair, the NZX Board considers the

investment required to deliver on the recommendations of

the reports from external reviewers will have an ongoing

impact on technology costs.

Focus on customers

While we had a strong tail-wind during the year, NZX’s

results in 2020 have come from the strategic platform we

now have in place.

Throughout this extraordinary year, we have had a

unique opportunity to demonstrate to other businesses

the value of having access to capital through the

public markets.

The environment in the wake of the COVID-19

lockdown in New Zealand alongside the international

The current environment has emphasised the strong value of an NZX

listing and the ready access to capital that listing provides.

“We laid the foundations for this success

in our 2017 strategy to deliver improved

liquidity to the market – removing the fixed-

fee elements of trade fees, improving rules

to support price transparency and attracting

new Participants and investors to the NZX.”

NZX Annual Report 2020

18

IPO providing exposure to the rural sector for investors to
be able to invest in the land that underpins this country’s

strength and expertise in farming and food production.

All of this activity has highlighted that the listed market

can deliver reliable, liquid, and open access to investment

in New Zealand for all investors, so everyone can support

and benefit from the success of Kiwi companies.

NZX has also been considering the next stage of its

strategy. As part of this, we have explored the business

models of other exchanges globally and how those might

apply here in New Zealand. We will continue to build a

more diversified exchange.

The power of partnership

Beyond our operational focus in New Zealand, we

maintained impetus in 2020 on our global strategy to

secure partnerships that offer complementary capabilities

and strength as we grow NZX’s business.

As reported at the half year, BNP Paribas is expected to

become a General Clearing Participant during the first half

of 2021. This is a positive signal about the potential in our

markets, to have another high-quality global bank, with

a strong regional clearing footprint, strengthening

its commitment to assist in growing New Zealand’s

capital markets.

NZX has also signed a Heads of Agreement with the

Singapore Exchange in relation to a global partnership to

grow NZX’s dairy derivatives market together.

We are also continuing to work in partnership with the

European Energy Exchange to develop the managed

auction service for the New Zealand Emissions Trading

Scheme (NZ ETS) – one of the Government’s main tools for

meeting domestic and international climate policy targets.

Following the successful bid to the Ministry for the

Environment, we have been engaging Participants in the

next steps of progress with the managed auction platform,

which will be completed for the first scheduled NZ ETS

auction on 17 March 2021.

As we continue to focus on products that deliver clear

value for prioritised customer segments, our Data &

Insights business had another year of strong growth with

revenue up 8%, coming from both retail and professional

terminal users. Subscription and licence revenue also grew

from increased client data usage. We are also pleased to

report an excellent response to the research solution we

have implemented, supplied by Smartkarma specifically to

support coverage of small cap stocks.

Smartshares continues to grow. Funds Under

Management increased to more than $5 billion at year-end,

up 28% and exceeding the 2023 goal we set under our

growth strategy.

During the year, we attracted more than $800 million in

net investor cash flows. Key initiatives included the launch

of the Smartshares Core Series, with New Zealand’s lowest

cost fund tracking the S&P/NZX 50, and Select KiwiSaver

our first third-party hosted scheme.

As the market leader in Exchange Traded Funds (ETF),

it has been encouraging to see some institutional investors

starting to move into passive investment products through

the Smartshares ETFs and its unlisted passive products –

mirroring global trends.

A range of leading NZ wholesale and advisor platforms

now utilise Smartshares, enabling financial advisors to

access our unlisted passive funds for the first time.

Our NZX Wealth Technologies (NZXWT) business

recorded growth of more than 210% this year with Funds

Under Administration reaching more than $7 billion. The

successful onboarding of Hobson Wealth Partners,

completed in November, added $3 billion. We now have

more than 28,000 portfolios being managed through our

wealth management platform.

The addition of Hobson Wealth is a significant

milestone and reflects confidence that we have a path for

continued long-term growth – following JBWere and

Saturn Advice joining Craigs Investment Partners on

NZXWT’s new platform this year. Late in the year, NZX

Wealth Technologies was also proud to announce that it

retained the Public Trust business after participating in a

competitive process.

NZXWT is currently engaged with a number of new

prospects for project activity, and expects to see

continued growth again in 2021.

Planning for the new normal

2020 created significant opportunities and learnings for

NZX, closely aligned with our purpose of “Helping build

New Zealand’s tomorrow”. We have been able to reset our

business for the ‘new normal’ and, with this performance,

refocus our business with both an operational excellence

and a growth mindset.

Our team has been energised by the vital role we have

been able to play in supporting others and ensuring the

Exchange and our country can successfully adapt and

move forward.

In the year ahead, we will be building on the lessons

from an extraordinary 2020 to further strengthen our

infrastructure and drive growth and health in our markets.

We are also aiming to leverage our funds management and

wealth technology businesses, which we see as core to

market development and future revenue generation.

Thank you again to our customers for your support, our

business partners for working shoulder-to-shoulder with

us, and particularly to our team at NZX.

We have all been put to an enormous test this year and

have shown that we are absolutely up to the challenge.

Mark Peterson

NZX Chief Executive

NZX Annual Report 2020

19

Our Board
James Miller

Chair

James was appointed as a

director in August 2010,

and NZX Chair in May 2015.

He has 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, and a member

of the Institute of Directors

in New Zealand.

James is deputy chair

of the Accident

Compensation

Corporation, a director of

Mercury NZ, New Zealand

Refining Company and

Vista Group, and a former

director of Auckland

International Airport. 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.

Frank Aldridge

Director

Frank was appointed as a

director in May 2017.

Frank has an extensive

understanding of New

Zealand’s capital markets

having spent more than

20 years working for

Craigs Investments

Partners where he is now

Managing Director.

He is currently Chair of

Australian-based Wilsons

Advisory and Stockbroking,

former member and Chair

of New Zealand Securities

Association, and sits on

several of Craigs

Investment Partners’

subsidiary Boards.

Frank is an accredited

NZX Adviser, Authorised

Financial Adviser (AFA),

and a Chartered Member

of the Institute of Directors.

Nigel Babbage

Director

Nigel was appointed as a

director in December 2017.

Nigel has spent more than

35 years working in

financial and capital

markets locally and

globally, and brings to NZX

extensive clearing and

derivatives experience.

Nigel previously held

executive roles with British

Petroleum (now BP) and

Citibank, managing the

New York currency

derivatives desk, and

worked for BNP Paribas,

where he took on the joint

role of Global Head of

Currency Derivatives

Trading and Head of North

American Foreign

Exchange. He served on

the Foreign Exchange

Committee of the Federal

Reserve Bank of New York

for three years.

Nigel is currently CEO

of Christchurch-based

investment company

Mohua Investments

Limited.

Richard Bodman

Director

Richard was appointed as a

director in April 2017.

Richard has spent more

than 25 years working in

the financial services

sector, including 17 years at

Jarden (previously First NZ

Capital) where he held

several executive roles,

such as Managing Director

and Head of Compliance.

Prior to this Richard spent

seven years as an inspector

for the Securities & Futures

Authority in London.

Richard is an

independent director of

Forsyth Barr Custodians

Limited, Forsyth Barr

Cash Management

Nominees Limited and

Te Ahumairangi Investment

Management Limited, and

a member of the Institute

of Directors.

Richard has been a

director of First NZ Capital

and a NZX registered

Compliance Manager.

NZX Annual Report 2020

20

Lindsay Wright
Lead Independent Director

Lindsay was appointed as a

director in February 2018.

She has more than 30 years’

financial services and funds

management experience

locally and globally.

Lindsay is CEO of Funds

Management at Sun Hung

Kai & Co. She has held a

range of senior roles in the

funds management sector

both globally and regionally

(APAC) for Matthews Asia,

BNY Mellon Investment

Management, Invesco Hong

Kong, Harvest Funds and

Deutsche Asset

Management. Lindsay

started her career with

Bankers Trust, becoming

CFO/COO before moving to

Deutsche Asset

Management.

From a governance

perspective she has served

as Deputy Chair of the Board

and Chair of the Audit and

Risk Committee of the

Guardians of the NZ Super

Fund, and as a director of

Kiwibank. Lindsay has a

Bachelor of Commerce from

the University of Auckland

and is a Fellow of the Hong

Kong Institute of Directors.

Elaine Campbell

Director

Elaine was appointed as a

director in February 2019.

She has more than 20 years’

legal experience, primarily

focusing on financial and

capital markets, IT and

telecommunications law.

Elaine is currently Chief

Corporate Officer &

General Counsel of

NZX-listed Chorus. During

her time on the executive

team at NZX from 2002 to

2008, Elaine led the legal

workstream for the

demutualisation and listing

of NZX and was responsible

for the insourcing of

regulatory functions, along

with chairing Smartshares.

Elaine spent five years

at the Financial Markets

Authority as Director of

Compliance before joining

AMP as an executive

director and General

Counsel. She has

previously worked in

the UK and USA for

multinational Sun

Microsystems.

Jon Macdonald

Director

Jon was appointed as a

director in May 2013. He

has a strong background in

technology, and between

2008 and 2019 was CEO of

Trade Me – recognised as

one of New Zealand’s

best-loved brands. Over

that time, Trade Me’s

revenue trebled to

$250 million, with a

market capitalisation of

$2.5 billion.

In addition to NZX, Jon

is on the boards of Contact

Energy, Mitre 10, Sharesies,

Trade Me (through its

parent company) and My

Food Bag. Earlier in his

career, Jon worked in

London for HSBC

Investment Bank, and

for Deloitte Consulting

with a focus on

telecommunications and

financial services. He has a

Bachelor of Engineering

(Hons) from the University

of Canterbury, and is a

Chartered Member of the

NZ Institute of Directors.

John McMahon

Director

John was appointed

a director in June 2019.

He has spent more than

20 years in the Australasian

equity markets,

predominantly as an equity

analyst covering a range of

industries including

telecommunications,

media, gaming, transport,

industrials. He had held a

wide range of roles in the

financial sector including

Head of the Equities at ABN

AMRO and Managing

Director of ASB Securities.

John has also worked for

CS First Boston (now

Jarden), BZW and

Morgan Stanley.

Today John manages

his own investment

portfolio, is Chair of NZX

listed Solution Dynamics

and a director of Wellington

Drive Technologies.

John has a Bachelor of

Commerce (Honours), an

MBA and is a CFA

(Chartered Financial

Analyst) charterholder.

NZX Annual Report 2020

21

Our Leadership Team
Mark Peterson

Chief Executive

Mark joined NZX in May

2015 and became Chief

Executive in April 2017. He

has 30 years’ experience in

financial services covering

the capital markets, private

wealth, institutional and

retail banking, and

insurance. Mark previously

worked as the Managing

Principal of ANZ Securities,

and before that held senior

management roles with

First NZ Capital, ANZ and

The National Bank of NZ.

Graham Law

Chief Financial Officer

Graham joined NZX in

November 2017. He has

considerable experience

working across the financial

and professional service

sectors in New Zealand and

the United Kingdom.

Graham previously worked

as Head of Finance at ACC,

and prior to this was

Managing Director and

Chief Financial Officer at

AMP Capital Limited.

Graham brings expertise

in strategic leadership,

corporate governance,

and risk and financial

management.

Jeremy Anderson

Executive Director,

Data & Insights

Jeremy joined NZX in

March 2017. He has

significant experience

working in the

agribusiness, technology

and financial service

sectors across Australia

and New Zealand. Prior to

joining NZX, Jeremy led

and executed Vodafone

New Zealand’s agribusiness

strategy. His areas of

expertise include market

data, strategy

development, sales

management and

innovation.

Robert Douglas

Chief Information Officer

Robert joined NZX as the

Chief Information Officer in

February 2021. He has over

27 years’ experience in

financial services. Prior to

joining NZX, Robert was

the Chief Operating Officer

at Verifone NZ and has held

previous roles as Head of

ANZ Bank Institutional,

Corporate and Commercial

Operations, the Head of

Technology at First NZ

Capital and the Chief

Information Officer of

Markets Business

Technology for ANZ Bank

based in Australia.

Throughout his career he

has also managed several

large change programs.

Robert has expertise in

leading large teams in

real-time technology

environments and is

passionate about quality

and delivery.

NZX Annual Report 2020

22

Hamish MacDonald
Head of External Relations

& General Counsel

Hamish joined NZX in July

2013 and leads the legal,

policy, government

relations, communications

and marketing functions at

NZX. Before joining NZX,

Hamish held legal roles in

New Zealand, Australia

and the United Kingdom,

most recently with a

superannuation fund in

Melbourne. Hamish holds

an LLB and BCA

(accounting major)

from Victoria University

of Wellington.

Benjamin Phillips

Executive Director,

Secondary Markets

& Clearing

Benjamin Phillips is NZX’s

Executive Director for

Markets Development and

Clearing, a position he has

held since 2017. He leads

NZX’s secondary markets

(cash and derivatives) and

Energy businesses. Within

the secondary markets

responsibilities, Benjamin is

mandated to lead the

Exchange’s commercial,

operational and

development agenda

across the trade and

post-trade functions.

Benjamin joined NZX in

September 2014 as Head

of its clearing house,

New Zealand Clearing

and Depository

Corporation Limited.

Lara Robertson

Head of Human Resources

Lara joined NZX in April

2019. She brings extensive

experience in strategic and

operational human

resources management

across a wide range of

industries. Before joining

NZX, Lara held HR roles in

Contact Energy and

Creative New Zealand. For

ten years prior, she advised

NZ companies in executive

search and leadership

development with Korn/

Ferry International. Lara

holds a Master of

Commerce (Dist) and a

Bachelor of Commerce

(Hons) from the University

of Otago.

Sarah Minhinnick

Head of Issuer

Relationships

Sarah joined NZX in

February 2020. She has

deep experience in capital

markets – most recently as

a Director of Capital

Markets at Bank of New

Zealand, and began her

career as a lawyer with

Freshfields Bruckhaus

Deringer LLP New York and

Russell McVeagh. She has a

Bachelor of Commerce

(majoring in Economics),

and a Bachelor of Laws with

Honours, both from the

University of Auckland.

Sarah also holds a Master

of Laws (in Corporate Law

and Finance) from

New York University.

NZX Annual Report 2020

23

Our Leadership Team (cont.)
Lisa Turnbull

CEO – Wealth Technologies

Lisa joined NZX in

November 2016. She has

more than 25 years’

experience in financial

services covering

investments, insurance and

banking. Lisa previously

worked for the ASB Bank

and Sovereign Insurance

holding leadership roles

across finance,

investments, distribution

and operations. Lisa is a

Chartered Accountant.

Joost van Amelsfort

CEO – NZ RegCo

With the establishment and

structural separation of

NZX’s new regulatory

agency NZ RegCo on

10 December 2020, Joost,

formally Head of Market

Supervision became Chief

Executive of NZ RegCo.

Joost has 20 years’ legal

experience advising capital

markets Participants,

including roles with

Simpson Grierson and

Linklaters LLP, London and

Dubai. Joost’s particular

areas of expertise include

corporate governance,

equity and debt capital

markets, and mergers

and acquisitions.

Hugh Stevens

CEO – Smartshares

Hugh joined NZX in

February 2018 with

extensive fund

management industry

experience gained in New

Zealand and abroad. Hugh

is the former Head of

Private Equity and Real

Estate Fund Services for

BNP Paribas based in Paris,

France, and prior to that

was Head of BNP Paribas

Securities Services

New Zealand. Before BNP

Paribas, Hugh worked for

JP Morgan in London

where he held several

executive roles including

Vice President,

Applications Development

Director and Vice

President, Head of

Analytics. Hugh holds an

MBA from London Business

School, a Bachelor of

Engineering (Hons) from

the University of

Canterbury, and a Bachelor

of Science from Victoria

University of Wellington.

NZX Annual Report 2020

24

NZX Annual Report 2020
25

How we create value
BUSINESS ACTIVITIES

Financial markets

Infrastructure

Capital

Flow

Helping build

New Zealand’s

tomorrow

As New Zealand’s Exchange, we are proud of our record in

supporting the growth and global ambitions of local

companies for more than 150 years. We recognise that our

future success, and delivering on our strategic goals,

requires integrated thinking within our business and

alignment with the expectations of our key stakeholders.

Consistent with the guiding principles of Integrated

Reporting we have highlighted five pillars (Our Customers,

Strategic Partnerships, Sustainable Environment, People &

Capability, and Market Performance), which are of primary

importance to creating sustainable value for our

shareholders, across the capital markets ecosystem,

for Kiwis and New Zealand as a whole.

WHAT MATTERS MOST

Our Customers

Strategic partnerships

People & capability

Sustainable environment

Market performance

NZX Annual Report 2020

26

OUR PURPOSE By combining the needs
of our customers, with innovation and modern

technology we build enduring markets to deliver

capital pathways, investment opportunities and

economic success for New Zealand.

Product

Liquidity

Data &

Insights

THE VALUE WE CREATE

Capital to fuel growth

Resilient, vibrant markets

Empowered performance

Healthy planet

Economic prosperity

NZX Annual Report 2020

27

Our Customers
We supply a wide range of quality financial

services to our customers in New Zealand and

around the world – from operating capital

markets infrastructure to managing investors’

assets, and providing unique insights.

Capital raising

The events of 2020 reinforced the value of being listed on

New Zealand’s Exchange – enabling ready access to equity

capital to help companies weather the impacts of

COVID-19. To assist, NZX also moved swiftly, introducing

a lift in capital raising capacity under share purchase plans,

which supported retail participation in these offers,

along with measures to allow greater flexibility in the

types of offer structures and in the timeframes for

financial reporting.

This year there were also some clear learnings in how

we can ensure the highest possible level of reliability of our

services to customers, and investors in our markets.

Service commitment

The integrity and performance of our IT systems is vital to

all market Participants, and there is an ongoing need to

continually respond to rising demands and risks. The Risk

Report (on page 52) identifies the critical role of

information technology for NZX. This relates to the

interdependence on other Participants in the capital

markets ecosystem, and vulnerabilities that were

highlighted by the clearing and settlement incidents.

These occurred at the height of the market volatility,

created by the COVID global pandemic over March/April

2020, and the Distributed Denial of Service (DDoS)

cyberattacks that began in August 2020.

One of the fundamentals of the service commitment to

our Participants and their investing customers, is getting

the basics right – ensuring that our markets are open and

fully functioning during normal trading hours. As

referenced in the Chair’s report, it was disappointing that

in 2020 we did not live up to our expectations. While

unrelated, there have been learnings for NZX from both of

these issues and we have committed to delivering

improvements via an action plan to be agreed with the

FMA. We also see collaboration and planning across the

financial ecosystem as a crucial step in strengthening

NZX’s, and the market’s, ability to meet future threats.

Staying connected

In responding to the COVID-19 restrictions, which limited

direct customer contact for significant periods, we have

kept a clear focus on connecting with our customers –

particularly through our Issuer Relationships team. We

immediately recognised the opportunity to use video-

conferencing and webinars, which has proved extremely

successful for hosting retail investor events – where we

have increased reach and with a broader audience. This

TOTAL LISTED EQUITY, DEBT

& FUND SECURITIES

TOTAL VALUE TRADED

NZXWT INVESTOR PORTFOLIOS

INVESTORS IN SMARTSHARES

334

53.7b

28,185

79, 871

2019: 323

2019: $37.8b

2019: 24,937

Through Funds Under Administration

2019: 75,377

Direct and indirect investment in products

NZX Annual Report 2020

28

CASE STUDY
Supporting success

There is nothing we like more at NZX than supporting

and celebrating the success of Kiwi businesses – and

particularly when it is a company with truly inspiring

foundations, reflected in their ethos of providing a true

Kiwi touch to aged care.

Radius Care (NZX: RAD) has grown through the vision

of Chairman, Brien Cree, and his personal experience

caring for his mother – shaping a business that, in his own

words, aims to always “put residents and families first”,

delivering services to Kiwis in rest homes, through to

specialised dementia, respite and palliative care.

Driven by the needs of New Zealand’s aging

population and a focus on ‘Caring is our Calling’, Radius

Care’s decision to list on the NZX – under the new simpler

direct listing process – will allow the company access to

capital for growth.

Described as a “truly exciting and proud day for

Radius Care”, the listing celebration with NZX was a

opportunity to reflect on the company’s achievements

to date, and the promise for the future as Brien and

his team are able to extend their special touch to make

a difference working with more families and their

loved ones.

has also been case with our digital newsletters to issuers,

prospective customers and retail investors all enjoying

strong engagement. Along with the support for current

listed companies, we achieved strong momentum in the

second half of the year with five new companies joining

the NZX and other listings taking the total of listed

securities to 334, up 3.4% in 2020.

NZX Wealth Technologies continued to win new

customers, growing Funds Under Administration to

$7.19 billion at year-end. Smartshares also recorded

further strong gains in Funds under Management and

has also made progress on key strategic milestones. This

includes launching institutional investment management

including an S&P/NZX50 segregated mandate.

Institutional investors are starting to move into passive

through Smartshares ETFs and unlisted investment

products – mirroring a global trend. Smartshares has also

opened accounts for leading NZ wholesale and advisor

platforms – giving financial advisors access to

Smartshares unlisted passive funds for the first time. We

were also the first in Asia-Pacific to launch the Bloomberg

BSKT basket creation and redemption functionality,

which automates the interaction between brokers,

Smartshares and custodian for creating and redeeming

ETF units. The uncertainty around the pandemic, and

market volatility, was reflected in a SuperLife key

customer satisfaction measure, with Net Promoter Score

falling from +34 in 2019 to +19. Customer insights are

driving plans to expand the offering of ethical funds,

together with enhancement to financial advice and

digital tools.

NZX Annual Report 2020

29

Strategic
Partnerships

NZX actively focuses on building strategic

partnerships and affiliations in New Zealand

and around the world to drive our own business

growth and support key global initiatives,

recognising the value of what can be achieved

by working together.

Boosting capital flows

We are continuing to work with BNP Paribas Securities

Services (BNP Paribas) on a new initiative focused on

boosting offshore capital flows into NZX to further develop

the New Zealand capital market. BNP Paribas has been

working towards becoming a General Clearing Participant

– expected to be completed within the first half of 2021,

fulfilling one of the Exchange’s key strategic goals of

ensuring the long-term health of New Zealand’s capital

markets. We see this as a hugely positive signal about the

untapped potential in our markets, with a high-quality

clearer and custodian, with an unparalleled regional clearing

footprint and global credentials, committing its innovation

and expertise to New Zealand.

Stronger together

NZX has announced the formation of a potential global

partnership with Singapore Exchange (SGX) to grow NZX’s

dairy derivatives market together. Under the current

non-binding agreement signed between both exchanges

we are exploring the listing of NZX’s suite of dairy

derivatives contracts on SGX’s trading and clearing

platforms. This would see NZX bring our dairy product

development expertise and client relationships, while

leveraging SGX’s global market connectivity, strong Asian

presence and international distribution, to scale growth and

liquidity in the trading of dairy derivatives. The partnership

builds on the Memorandum of Understanding signed

between the two exchanges in 2018, to expand co-

operation in the Asia-Pacific region and promote market

development initiatives across multiple product sectors.

Our joint bid with the European Energy Exchange (EEX)

was selected in October 2020 to develop and operate the

managed auction service for the New Zealand Emissions

Trading Scheme (NZ ETS) – one of the Government’s main

tools for meeting domestic and international climate policy

targets. This success showcases the value of bringing

together the deep experience and capabilities of NZX and

EEX to implement and operate a solution tailored to meet the

needs of New Zealand and NZ ETS Participants – and aligned

with the design of other emissions markets globally. NZX and

EEX announced our Co-operation Agreement in December

2019, and we see new opportunities opening up as the

New Zealand market matures.

Market development

Our partnership with Syndex will support long-term success

of local companies, providing joint education to help

NZX Annual Report 2020

30

Nurturing Kiwi companies
companies develop shareholder management and

reporting practices, mature governance – and establish

appropriate organisational structures – while providing

access to capital. This will help to grow a pipeline of

companies with the confidence and readiness to

springboard into public markets over time. The listing of

New Zealand Rural Land Company (NZX: NZL) shows this

partnership in action, enabling the company to raise

initial capital via wholesale investors in private markets

before moving to NZX.

We have also recently contracted independent

investment research network, SmartKarma, to offer

coverage to companies as they list and strengthened our

relationship with CMC Markets, providing more trading

opportunities and liquidity for our listed companies.

NZX has a range of other global affiliations, including

with the World Federation of Exchanges, and we were

proud to be the first Stock Exchange in the world to ring

the bell for Financial Literacy in 2020.

Supplier relationships critical

A well-functioning market cannot operate without the

contribution of a range of service providers to NZX.

We see these relationships as important strategic

partnerships and invest time and resources to ensure

these operate effectively. Key supplier relationships for

NZX which contribute to the operation of NZX’s market

infrastructure include Nasdaq, Tata Consultancy

Services, Spark, RedShield, Akamai, Datacom and

Eagle Technologies.


CASE STUDY

NZX Annual Report 2020

31

In July 2020 we announced our partnership with private

capital market specialists, Syndex to support the growth

and long-term success of New Zealand companies –

enabling access to capital throughout their business

life cycles.

Founded by Mike Jenkins and Ross Verry, Syndex is

focused on solving the issues that limit the private market

from its true potential, eliminating the challenges and

risks that private investors face.

Working together, we see the opportunity to do more

to power-up the New Zealand economy by building-out

the pool of mid-stage companies – connecting them with

the financial backing they need, as well as the tools to

provide efficiencies and management of shareholders.

The Syndex and NZX partnership will also provide a

springboard into the public markets, with planned

services including a registry that will enable businesses

to list directly on the NZX without changing out service

partners. Quantitative frameworks and insights will allow

investors to understand the track record of these private

companies – from their first private capital raise, through

to public listing when the time is right.

People & Capability
NZX has built a positive and dynamic culture,

where our people have clear direction and

purpose, open communication and diverse

opinions are encouraged, and delivering

for customers is celebrated. Our culture is

instrumental in driving performance and

delivery of our strategic goals.

In 2020 our people showed enormous

commitment, resilience and flexibility to deliver

against strategic priorities and find new ways

to support customers and investors through

the COVID-19 pandemic, extraordinary trading

volumes and severe, persistent cyber-attacks.

Transforming our culture

The fantastic commitment displayed by our workforce

during 2020 is a testament to the highly engaged workforce

and positive culture NZX has built in recent years. For the

eighth successive survey since 2016, employee engagement

increased, and the company’s goal of 4.25 was met in May

and again in October. This was an essential ingredient in

maintaining high productivity throughout the year. Retaining

highly-skilled people has been a focus of management

attention and the positive impact of this effort was realised in

2020. Employee turnover dropped significantly, to 9.35% for

2020 (compared with 24.70% in 2019).

Customer focus

Enhancing our sales capability is a key ingredient for

sustained growth. As we continue to grow a truly

customer-oriented culture, we are delivering a two-year

programme to embed consistent, repeatable sales

processes across NZX. Customer focus is also reflected

in recruitment where we are building capability in key

operational areas, while also streamlining operational

processes. New roles were added in Market Technology

and Energy IT to enhance capacity, along with nine new

roles in NZX Wealth Technologies to support growth.

Compelling employee experience

The success of our efforts to provide a compelling

employee experience is seen in both engagement and

retention this year. NZX provides a comprehensive suite

of employee benefits to support wellbeing, flexibility,

professional growth, and financial wellbeing. Ongoing

professional development ensures we keep evolving

capability to meet changing business requirements and

employees’ career aspirations. During 2020 we supported

employees to complete external qualifications in financial

analysis (CFA) and financial services (NZCFS), as well as

professional credentials in accountancy and law. We

deliver an ongoing programme of learning to build

employees’ knowledge of our business and our industry.

SKILLS FOR THE FUTURE

1, 255

HEALTH & SAFETY (TRIR)

0.89

EMPLOYEE ENGAGEMENT (GALLUP SCORE)

2 019: 4 .15

2019: 1.54 TRIR

2019: $991

4.28

NZX Annual Report 2020

32

CASE STUDY
Growing on the job

At NZX we’re always looking for opportunities to nurture

talent, ignite the passion of our people and help build

the capability we need for the future.

There’s no better example than our 2020 Supreme

Chair Award winner, Emma Dent, who not only took out

the year’s top honour but has continued to grow her

career with a recent promotion to the role of Associate

Operations Manager in our Markets Development and

Clearing team.

Joining NZX in 2015 with a Masters in Ecology and

Biodiversity, the prospect of joining NZX’s Graduate

Programme with no previous financial markets

experience was, as Emma describes: “one of my biggest

life decisions at the time – and the best thing to happen

in my career”.

For someone who thrives on professional challenges,

Emma knew she needed to find a path that suited her

naturally energetic outlook.

From the first week with NZX as a Forestry Analyst

she was involved in “work that matters”. Six years later,

still constantly learning, Emma applies her skills at the

heart of New Zealand’s capital markets, and loves

nothing more than solving problems for our customers.

An award is just the icing on the cake!

Flexible working

Our workforce quickly switched to operate remotely

when New Zealand went into lockdown in March 2020,

armed with the right technology and tools. Business

continuity plans were current and well-rehearsed.

Flexible working was already a common business

practice, with 74% of our people accessing flexibility

in some way before the March lockdown, and this

seamlessly increased to 97% of our workforce working

remotely while providing essential services for

New Zealand.

Pandemic protocols

Actively managing the pandemic risks took centre stage

for health and safety in 2020. Clear health and safety

protocols and enhanced communications enabled us to

continue operating safely throughout each alert level.

This is reflected in NZX’s Total Recordable Injury Rate

(TRIR) of 0.89 for 2020 (number of recordable incidents

per 200,000 hours worked), and low absence for illness.

The strength of our health and safety management was

also reflected in employees’ feedback that NZX cares

about them, and provided clear and frequent guidance

about how to keep operating safely.

Supporting mental health of our employees was

more relevant than ever through the uncertainty of the

pandemic. We offered workshops for employees and

their families on building resilience in uncertain times,

and other mental health topics. Morale-boosting

initiatives helped our teams stay connected with each

other through the lockdowns. EAP Services were

available to all employees and their families to

access confidential advice and support for work or

personal issues.

NZX Annual Report 2020

33

The nature of NZX’s business means our use
of resources and emissions is relatively small,

however we have a key role in supporting the

growth of sustainable finance that is necessary

to address climate change and deliver a

step-change in environmental outcomes for

New Zealand.

Sustainable finance growth

NZX has continue to support the work undertaken by the

Aotearoa Circle’s Sustainable Finance Forum, along with

promoting the further development of the issuance of

green and sustainability-related securities.

With an increasing domestic policy agenda, and action

internationally on climate change, it has been encouraging

to see a further increase in the issuance of sustainability-

related financial products, such as wellbeing bonds, green

Exchange Traded Funds (ETFs) and green bonds –

responding to the growing global trend towards

sustainable investment and demand from investors who

are more conscious of where they put their money.

NZX has recorded strong growth in issuance over the

past five years – with nearly $1 billion of green bonds listed

in 2020 by issuers such as Mercury NZ supporting

New Zealand’s transition to a low emissions future,

Auckland Council’s Green Bonds driving the electrification

of transport and cycleway projects, and Argosy whose

environmental strategy reflects an ambition to create

vibrant sustainable workplaces for their tenants. Precinct

Property is another example of a listed company taking an

innovative approach to its commitment, by transferring

existing retail bonds through the company’s Sustainable

Debt Programme. This issuance will increasingly be

complemented by other sustainable and ethical

investment opportunities, such as the $500 million from

Housing New Zealand (Kāinga Ora) supporting the

development of sustainable, inclusive and thriving

communities that provide people with good quality,

affordable housing choices that meet diverse needs.

This is reflected in the 2020 Environmental, Social and

Governance report produced by our Data & Insights team,

which showed an increasing proportion of New Zealand

companies are moving to disclose and discuss their

approach to sustainability and consistently report on how

they are addressing ESG risks and opportunities.

Greenhouse Gas (GHG) emissions

With the COVID-19 restrictions, particularly on

international travel, NZX recorded a 64% drop in our

Greenhouse Gas emissions (C0

2

-e calculated using

Ministry for the Environment 2020 Emissions Factors).

Emissions related to long-haul flights dropped from more

than 207 tonnes in 2019 to 32 tonnes in 2020, along with

substantial reductions in short-haul international and

domestic travel. As we consider our approach to the

Sustainable Environment

SUSTAINABILITY ISSUANCE

2019: $1.56b

2.40b

NZX EMISSIONS

2019: 481.6 Tonnes CO

2

-e

171. 6

Tonnes

CO

2

-e

NZX Annual Report 2020

34

Mercury NZ (NZX: MCY) is helping build a brighter future
with the vision of ‘Energy Freedom’, and we welcomed

the listing of the company’s first Green Bond in 2020.

With a clear focus on investment in renewable

electricity and supporting New Zealand’s transition to a

low emissions future, it’s fantastic to see Mercury join a

growing community of Issuers offering sustainable and

ethical investment opportunities to Kiwis. The launch of

Mercury’s first Green Bond is another significant

milestone for the company, which operates 100%

renewable electricity hydro, geothermal and now wind

generation – with some of the proceeds earmarked for

the construction of the Turitea wind farm near

Palmerston North.

Listed in 2013, Mercury has been a leading voice in

the electrification of transport – promoting the

compelling opportunity in New Zealand’s renewable

electricity to decarbonise the domestic economy and

address climate change. This green bond, to refinance

existing debt and to fund future renewables projects,

reflects a core focus on kaitiakitanga, and the

guardianship of natural resources.


CASE STUDY

Powering renewable energy

pending Taskforce on Climate-related Financial

Disclosures (TCFD) framework and carry out a full

assessment of climate-related risks and opportunities,

2020 has demonstrated the potential to reduce our

environmental impact and deliver complementary

benefits. Our Board who are located across three

countries hosted a virtual Annual Meeting for the first

time last year, as well as holding our annual Global Dairy

Seminar online – an event traditionally located in

Singapore. In both cases this allowed for greater

participation without the requirement for travel for

presenters or attendees, and with our Dairy Seminar

there was a three-fold increase in attendance.

Wellbeing and sustainability benefits

We have also successfully embedded flexible working

arrangements across the business, with nearly all of our

employees now having accessed this opportunity to

date. From the enforced lock-down requirement due to

COVID-19, we are now seeing not only the well-being

benefits for our team but also productivity gains in

some areas, along with the sustainability benefits from

reduced personal commuting – and feedback that this is

attractive as part of our employee value proposition

and could translate into greater diversity in our

workforce over time. This has also helped with

designing our new Auckland office building in the

second half of 2021, which will offer a more modern and

purpose-built workspace with sustainability elements

including an additional end-of-trip facility to encourage

and support cycling and e-mobility.

NZX 2020 Greenhouse Gas inventory

ScopeEmissions sources

CO

2

-e

2020

Tonnes

2019

Tonnes

Scope 1Rental Cars 1.2 3.6

Scope 2Electricity purchased47.5 48.0

Scope 3Air Travel

—Domestic75.6167.5

—Short haul

international

4.8 35.3

—Long haul

international

31.8206.5

Accommodation 5.4 15.3

Transmission and

distribution losses

for purchased

electricity

4.0 4 .1

Paper disposal 1.3 1.3

Tot al171. 6481.6

CO

2

-equivalent emissions calculated using Ministry for the Environment 2020

Emissions Factors. Air travel emissions are calculated with radiative forcing.

NZX Annual Report 2020

35

Market Performance
At the core of the capital markets ecosystem,

we offer businesses access to capital in order

to prosper and future-proof the country’s

economy. That creates jobs and opportunities,

alongside facilitating growth in personal wealth

through investment and savings.

The past year, and the impacts of the COVID-19

pandemic, has demonstrated the importance of the listed

market for New Zealand – not only in supporting Kiwi

businesses but also in providing investment opportunities

into New Zealand for all investors.

These two proven benefits have reinforced the

significant opportunity to develop our listed market to

support New Zealand’s longer-term growth and success.

This is where we need to turn our attention, to create

further resilience and sustainable value for our country.

Market development

In terms of broader market development initiatives, we

are focused on progressing the recommendations of the

Capital Markets 2029 report (see page 39). Given the value

of listing which has been highlighted in the current

environment, our focus is on promoting the market to other

companies who may need to access capital or to owners

who may want to release capital for other purposes.

A strong pipeline of potential listings is building across

equity, debt and funds as companies recognise the

benefits of having access to capital and look to attract the

large pool of investible cash that is available. We expect

direct listings – where companies seek a listing without

raising capital immediately – to be a pathway of choice for

accessing the listed market.

A direct listing allows a company to access a liquid

secondary market immediately to trade its shares, and

allows access to capital after an initial stand-down period.

NZX has been consulting on potential changes which

would clarify the regulatory treatment of these listings to

support this pathway to market – recognising the different

risk profile from an IPO (Initial Public Offering). We are

encouraged by the opportunity to promote this pathway to

market because it allows a broader range of entities to

promote a company for listing. The absence of an initial

capital raising also reduces the costs of a direct listing.

Non-Government funding

The listed market also offers an avenue to support the

New Zealand Government’s balance sheet, to take the

strain off taxpayers by directing available pools of non-

Government funding to areas that need additional capital.

The Napier Port listing last year is an excellent blueprint for

what is possible in this space – with a local New Zealand

listing allowing the company to raise $234 million of equity

capital, which is assisting the funding of a new wharf

development that will flow through to the regional

COMMUNITY INVESTMENT

2019: $434,000

226,000

NET ECONOMIC CONTRIBUTION

2019: $141m

159 m

TOTAL MARKET CAPITALISATION

2019: 67%

77%

of

GDP

NZX Annual Report 2020

36

CASE STUDY
Building our community

At the heart of a healthy financial market is capable,

confident and well-informed investors – and a growing

opportunity for NZX to engage with and strengthen

our community.

Alongside our focus on connecting retail investors

with listed issuers – helping grow awareness and

understanding of our listed companies – one of our key

areas of focus is education through our support of share

clubs, such as at Otago University and the AUT with NZX

virtual trading competitions.

The AUT Investor Club competition has been

extremely popular – allowing students to learn DIY

investing in a real-world trading environment, with the

financial risk taken out. This year’s winner, business

student Brent Gentil, achieved a healthy 36% return,

and more importantly, gained exposure to share

investing while also confirming his plans to pursue a

career in finance.

With record numbers of retail investors Participating

in our capital markets in 2020, we’re pleased to be able

to support and complement a range of initiatives,

alongside Government agencies, market participants,

and community organisations, to lift investor knowledge

and equip Kiwis to make informed investment decisions.

economy. This was achieved while allowing its owner

Hawkes Bay Regional Council to retain a 55% majority

interest in the company, while prioritising the interests of

local iwi, ratepayers and Port staff by inclusion in a

priority offer.

COVID-19 has both tested our listed market and

revealed the compelling value that can be delivered when

we connect our businesses in need with private sector

capital, and open up new investment opportunities for all

Kiwis into New Zealand.

Separate regulatory model (NZ RegCo)

A new regulatory model for NZX’s listed markets (NZ

RegCo) was established in December, completing the

structural separation of the Exchange’s commercial and

regulatory roles. This now stand-alone, independently-

governed agency is performing all of NZX’s frontline

regulatory functions, with the NZ RegCo Board providing

enhanced strategic and real-time support. The

independent Board also acts as a point of escalation for

key “bright line” regulatory decisions. The NZ RegCo

model, shaped from a full review of NZX’s regulatory

operating model completed in 2019, was prompted by

the increasing complexity of governance arrangements.

NZ RegCo represents an important milestone in the

continuing evolution of New Zealand’s capital markets

and is aligned with global best practice – in terms of the

structure, governance and the operating model.

NZX Annual Report 2020

37

Capital Markets 2029
A vision & growth agenda to grow

New Zealand’s capital markets

N

Z

X

N

Z

X

M

e

d

i

u

m

M

e

d

i

u

m

M

e

d

i

u

m

M

B

I

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,


F

M

A

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Z

X

F

M

A

,


N

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X

,

B

r

o

k

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r

s

,


l

a

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,


I

s

s

u

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e

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e

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u

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B

r

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k

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s

Impact

Owner Recommendation

Raise awareness

of benefits

and reasons to

list including

promotion of

success and growth

stories

Update NZX

website to provide

better user

experiences for

issuer and market

participants

Continue to

encourage and

support innovation

in public capital

markets

Encourage formal

debrief between

key stakeholders

following any

significant listing/

raising

Promote fund

platform for more

listed products

Use broker

syndicates and

public pools

H

i

g

h

e

r

N

Z

X

Greater

promotion and

education of

the alternative

pathways to the

listed market

The Growing New Zealand’s Capital Markets 2029 report

was released in September 2019. The report identified

areas for all stakeholders to address to grow the capital

markets to support New Zealand, reflecting the views of

market experts and industry leaders.

The focus for NZX is to progress the recommendations

for which NZX has exclusive responsibility, in particular the

promotion and education of the alternative pathways to

access the listed market. NZX is also committed to

engaging on public policy initiatives and acting

alongside other stakeholders in relation to the other

recommendations in the report that relate to the broader

settings for New Zealand’s capital markets.

The report highlights a significant opportunity for NZX to

develop the listed market in New Zealand by targeting the

estimated 1,200 private companies with annual revenues

greater than $30 million, to highlight the options and

benefits of listing.

COVID-19 has reinforced the value of the listed market

which has enabled efficient access to capital and strong

secondary market liquidity for investors. This has provided

a strong platform from which to promote the listed market

as a support mechanism for New Zealand companies.

NZX Annual Report 2020

38

NZX’s progress so far against
recommendations within the report

GREATER PROMOTION AND EDUCATION

OF THE ALTERNATIVE PATHWAYS TO THE

LISTED MARKET

—Amendment to the Listing Rules to

enable prospective financial

information for Direct Listings to be

included on a voluntary basis –

making it significantly cheaper and

simpler to list via this pathway while

ensuring an appropriate level of

disclosure is provided to investors

—Running targeted educational

campaigns to promote updated

Direct Listing regime

—Introduced a framework that allows

NZX to prescribe disclosure

document templates for Foreign

Exempt listings

—Showcasing Foreign Exempt and

Direct Listings via social media and

other forums – for example, Radius

and Auckland Real Estate

RAISE AWARENESS OF BENEFITS AND

REASONS TO LIST INCLUDING PROMOTION

OF SUCCESS AND GROWTH STORIES

—Updated pitch pack introduced

highlighting the benefits, reasons and

options for listing

—Increased activity via sponsorships and

industry events

—Introduced a marketing package for all

new listings

—Stronger social media presence

—Retail Investor Forums to connect issuers

with investors

ENCOURAGE FORMAL DEBRIEF FOLLOWING

ANY SIGNIFICANT LISTING OR RAISING

—Intend to coordinate with market

participants to arrange on upcoming

significant listings

PROMOTE FUND PLATFORM FOR MORE

LISTED PRODUCTS

—Fund pitch pack under development

—Webinars to educate and support

existing and prospect fund issuers

—Increased promotion of recent fund

listings including Smartshares

and Booster

UPDATE NZX WEBSITE TO PROVIDE

BETTER USER EXPERIENCES FOR ISSUER

AND MARKET PARTICIPANTS

—NZX weekly diary now available in a

video format

—Project is underway to update nzx.com

NZX Annual Report 2020

39

40
NZX Annual Report 2020

Corporate
Governance

NZX Annual Report 2020

41

Corporate governance
NZX’s shares are quoted on the NZX Main Board. NZX also

has a subordinated note quoted on the NZX Debt Market.

In this part of the annual report, we disclose the extent to

which we have followed the recommendations set out in

the NZX Corporate Governance Code 2020 (NZX Code).

The information in this section is current as at

31 December 2020 and has been approved by the

board of directors of NZX.

NZX’s board is committed to maintaining the highest

standards of governance by implementing a framework of

structures, practices and processes that it considers reflect

best practice. NZX’s corporate governance policies and

procedures, and its board and committee charters,

document the framework and have been approved by

the board.

The framework has been guided by the

recommendations set out in the NZX Code and the

requirements set out in the listing rules. The board’s view is

that NZX’s corporate governance framework has followed

these recommendations and requirements in the year to

31 December 2020 (reporting period), except for

recommendation 8.5 of the NZX Code as explained below.

The corporate governance framework is regularly

reviewed by the board against the corporate governance

standards set by NZX, any regulatory changes, and

developments in corporate governance practices.

The key corporate governance documents referred to

in this section are available from NZX’s investor centre.

NZX introduced a significant change to its governance

framework during the reporting period with the

restructure of NZX’s regulation function. Following a

transition period, NZ RegCo was formally established on

10 December 2020 as an independently-governed agency

to perform all of NZX’s frontline regulatory functions.

NZ RegCo is governed by an independent establishment

board chaired by Trevor Janes, with board members Elaine

Campbell, Mike Heron QC, John Hawkins and Annabel

Cotton. Further information on NZ RegCo and its activities

can be found here: https://www.nzx.com/regulation/

nzregco/about-nzregco.

NZX Code

Principle 1 – code of ethical behaviour

Directors should set high standards of

ethical behaviour, model this behaviour

and hold management accountable

for these standards being followed

throughout the organisation.

Code of Conduct

NZX’s Code of Conduct sets out the standards of conduct

expected of directors (including members of committees)

and employees (including secondees, contractors and

consultants). The purpose of the code is to underpin and

support the values that govern our individual and

collective behaviour.

Training on the code is included as part of the

induction process for new directors and employees.

The code requires directors and employees to

promptly report material breaches of the code and sets

out the procedure for doing so.

The code is reviewed at least every two years and was

last reviewed in November 2019.

Financial Products Trading Policy

NZX’s Financial Products Trading Policy sets out NZX’s

restrictions on its directors and employees buying or

selling financial products. In particular:

—directors and employees may not buy or sell NZX’s

shares in the “blackout” periods set out in the policy

(these periods occur prior to the release of NZX’s

financial results to the market); and

—outside of a blackout period, directors and employees

must obtain consent to buy or sell NZX’s shares.

Because NZX is a licensed market operator, NZX’s senior

managers and employees with access to market sensitive

information must obtain consent to buy or sell financial

products quoted on a market operated by NZX.

Training on the policy is included as part of the

induction process for new directors and employees.

The policy is reviewed at least annually and was last

reviewed in December 2020.

NZX Annual Report 2020

42

Board Composition
Board StructureNumber of

Directors

Gender

Diversity

Average Director

Tenure

Average Director

Age

Diversity Characteristics

Single tier86 men,

2 women

3 years, 9 months5 4 .1Education qualifications,

professional experience, personal

achievements, geography,

gender, age

Principle 2 – board composition and

performance

To ensure an effective board, there should

be a balance of independence, skills,

knowledge, experience and perspectives.

Board charter

NZX’s board operates under a written charter, which sets

out the responsibilities and framework for the operation of

the board.

The charter is reviewed at least every two years and

was last reviewed in December 2020.

Management of NZX on a day-to-day basis is

undertaken by the Chief Executive Officer and senior

managers through a set of delegated authorities that

clearly define the Chief Executive Officer’s and senior

managers’ responsibilities and those retained by the

board. The delegated authorities are set out in NZX’s

Delegated Authority Policy. The policy is reviewed at

least annually and was last reviewed in December 2020.

The board meets its responsibilities by receiving

reports and plans from management and through its

annual work programme. The board uses committees to

address issues that require detailed consideration.

Committee-work is undertaken by directors. However, the

board retains ultimate responsibility for the functions of its

committees and determines their responsibilities.

Nomination and appointment of directors

NZX has a Nomination Committee, which is responsible for

reviewing candidates for appointment and re-election to

the board and committees, and making recommendations

to the board. An independent recruitment consultant may

provide assistance in preparing a list of candidates for the

committee’s consideration. The committee meets with

preferred candidates before making a recommendation to

the board. Checks are done on candidates in accordance

with NZX’s Fit and Proper Policy. Key information about

candidates is provided to shareholders in the notice of

annual meeting.

At each annual meeting, current directors retire by

rotation at least every three years as required by the NZX

Listing Rules and are eligible for re-election. Any directors

appointed since the previous annual meeting must also

retire and are eligible for re-election.

NZX uses a skills matrix when selecting candidates for

appointment and re-election to the board. The skills matrix

outlines the ideal mix of skills, experience and diversity

needed to ensure the board is equipped to provide the

high standard of corporate governance required to lead

NZX. If the board determines that new or additional skills

are required, training is completed or a formal recruitment

process is undertaken.

The matrix assesses directors against the

following criteria:

—strategy and performance – expertise in respect of

stock exchanges, data information, media, technology

and business operations;

—quality committee leadership – skills to serve on NZX’s

committees; and

—connectivity to stakeholder groups – connectivity to

stakeholder groups such as regulators or government,

the Electricity Authority, listed issuers, brokers or

institutional and retail investors.

Based on these criteria, the board considers that its

members currently have the balance of independence,

skills, knowledge, experience and perspectives necessary

to lead NZX.

Written agreement

NZX provides a letter of appointment to each newly

appointed director setting out the terms of their

appointment. The letter includes information regarding

expected time commitments, the board’s responsibilities,

remuneration, independence requirements, disclosure

requirements, confidentiality obligations, indemnity and

insurance provisions, intellectual property rights and

cessation of appointment.

Director information

The board currently comprises eight directors with

diverse backgrounds, skills, knowledge, experience

and perspectives. All directors are non-executive

and independent.

Information in respect of directors’ ownership interests

is available on page 106. NZX’s directors are not formally

required to own NZX shares, but are encouraged to do so.

NZX Annual Report 2020

43

Lead independent director
Lindsay Wright is NZX’s lead independent director in

the event that James Miller is conflicted on any matters

that arise.

Further information about NZX’s directors is available

on pages 20 and 21.

Diversity

NZX’s Diversity and Inclusion Policy sets out how NZX

will set measurable objectives for achieving diversity and

inclusion, and how it will assess its progress towards

achieving these objectives.

The policy is reviewed at least annually and was last

reviewed in December 2020. Further details on NZX’s

diversity and inclusion are outlined on pages 10 and 11.

DIRECTOR TRAINING

Directors are expected to understand NZX’s operations

and undertake training and education to enable them to

effectively perform their duties. This can include:

—attending management presentations in respect of

NZX’s operations;

—attending presentations on changes in governance,

legal and regulatory frameworks;

—attending technical and professional development

courses;

—attending presentations from industry experts and key

advisers;

—attending the World Federation of Exchanges (WFE)

conferences of which NZX is a member; and

—receiving regular educational materials.

NZX continues to support the Institute of Directors’ Future

Director Programme, with Hayley Buckley appointed as

NZX’s Future Director for 2020 until 30 June 2021.

ASSESSMENT OF BOARD PERFORMANCE

A detailed board evaluation was conducted in 2020 to

review the performance of the board and committees

across key areas, including strategy, risk management,

board processes and monitoring organisational

performance. This process was run by external and

independent governance experts. The key findings of the

process, including questionnaire responses, were

reviewed by the board.

The review found that NZX’s board and management

are aligned strategically, including with respect to growth

businesses. The review also found that progress had been

made since the 2018 review in a number of governance

areas including board committees, stakeholder

engagement and risk management. In addition, a number

of opportunities were also identified for the board to

continue to develop and enhance performance.

SEPARATION OF THE CHAIRPERSON AND

CHIEF EXECUTIVE OFFICER

NZX’s board chair is a different person to NZX’s Chief

Executive Officer.

Principle 3 – committees

The board should use committees

where this will enhance its effectiveness

in key areas, while still retaining board

responsibility.

COMMITTEES AND MEMBERS

The board uses committees where specialist skills and

experience are required. As at 31 December 2020, five

standing committees have been established to assist the

board on matters falling within their areas of responsibility.

Each committee has authority to undertake any activity set

out in its charter or as authorised by a separate resolution

of the board. During the reporting period two committees

(the Regulatory Governance Committee and Conflicts

Committee) were disestablished as part of the restructure

of NZX’s regulation function.

The board and five committees and the members of

each as at 31 December 2020 are set below.

Board and committees (as at 31 December 2020)

Board of Directors

—James Miller (Chair)

—Frank Aldridge

—Nigel Babbage

—Richard Bodman

—Elaine Campbell

—Jonathan Macdonald

—John McMahon

—Lindsay Wright

NZX Annual Report 2020

44

Committees
Core Committees

Audit and Risk

Committee

Human Resources and

Remuneration

Committee

Nomination CommitteeClearing CommitteeTechnology Committee

Lindsay Wright (Chair)

Richard Bodman

Jon Macdonald

John McMahon

Frank Aldridge (Chair)

Jon Macdonald

James Miller

Elaine Campbell

James Miller (Chair)

Frank Aldridge

Lindsay Wright

Nigel Babbage (Chair)

Richard Bodman

Elaine Campbell

John McMahon

John McMahon (Chair)

Richard Bodman

Jon Macdonald

Director meeting attendance

Core CommitteesRegulatory Committees

Director Board

Audit

and Risk

Committee

Human

Resources and

Remuneration

Committee

Nomination

Committee

Technology

Committee

Clearing

Committee

Regulatory

Governance

Committee

Conflicts

Committee

Frank Aldridge7/8–4/41/1––––

Nigel Babbage8/8––––4/43/33/3

Richard Bodman8/87/7––17/194/4–2/2

Elaine Campbell8/8–1/1––4/43/33/3

Jon Macdonald8/87/74/4–18/19–––

John McMahon8/87/72/2–19/194/4––

James Miller8/87/74/41/1––––

Lindsay Wright8/87/7–1/1––––

1. The Technology Committee was established on 21 April 2020. In addition to the separate committee meetings, the members also attended a number of additional

Joint Steering Committees (JSC) with management. There were 41 JSC meetings during the period – John McMahon attended 39, Richard Bodman 34 and Jon

Macdonald 32.

2. As part of the restructure of NZX’s regulatory function, the NZ RegCo establishment board (Trevor Janes (Chair), Elaine Campbell, Mike Heron QC, John Hawkins

and Annabel Cotton) was formed on 10 December 2020 and replaced the Regulatory Governance Committee and Conflicts Committee. David Flacks, Nigel

Babbage and Elaine Campbell were previously members of the Regulatory Governance Committee. Jayshree Das, Nigel Babbage, Elaine Campbell and Richard

Bodman were previously members of the Conflicts Committee. As part of transition arrangements, members of the NZ RegCo Establishment Board were appointed

to the Regulatory Governance Committee and Conflicts Committee for the period August 2020 – 10 December 2020. Elaine Campbell also attended 3/3 NZ RegCo

board meetings.

3. Elaine Campbell joined the Human Resources and Remuneration Committee on 17 September 2020. John McMahon retired from the Human Resources and

Remuneration Committee on 17 September 2020.

4. In addition to the scheduled full day board meetings, the board held 10 additional meetings via VC during the year in response to COVID-19, technology issues and

consideration of strategic initiatives.

5. The Clearing Committee held weekly meetings during March and April 2020 to monitor the impact of market volatility arising from COVID-19.

6. In addition to committee attendance, NZX directors may also sit on subsidiary boards. Lindsay Wright is director and chair of Smartshares Limited and attended

12/12 board meetings. John McMahon and Richard Bodman are directors of NZX Wealth Technologies Limited (Mr Bodman as chair) and attended 12/12

board meetings.

External committee member meeting attendance

Committee

memberBoard

Audit and Risk

Committee

Human

Resources and

Remuneration

Committee

Nomination

Committee

Clearing

Committee

Regulatory

Governance

Committee

Conflicts

Committee

Jayshree Das––––––2/2

David Flacks–––––2/2–

NZX Annual Report 2020

45

Audit and Risk Committee
NZX’s Audit and Risk Committee assists the board to fulfil

its responsibilities in relation to the NZX Group’s financial

practices and reporting, internal control environment,

internal audit, external audit and risk management. The

committee operates under a written charter, which sets out

the responsibilities and framework for the operation of the

committee. The charter is reviewed at least every two years

and was last reviewed in December 2020.

The committee must be comprised solely of NZX

directors, have a minimum of three members, have a

majority of members that are independent directors and

have at least one director with an accounting or financial

background. The makeup of the current members of this

committee complies with these requirements.

The committee’s chair, Lindsay Wright, holds a

bachelor of commerce degree from the University of

Auckland majoring in finance and accounting, and has

previously held the role of CFO of Deutsche New Zealand

(previously Bankers Trust) and was also formerly Chair of

the Audit Committee for the New Zealand Superannuation

Fund. Lindsay’s full biography is on page 21.

The committee chair and the board chair are

different people.

Management may only attend meetings at the

invitation of the committee and the committee routinely

has committee-only time and time with the external and

internal auditors without management present.

Human Resources and Remuneration Committee

NZX’s Human Resources and Remuneration Committee

assists the board in overseeing the management of the

human resources activities of NZX, including the

remuneration of employees. The committee operates

under a written charter, which sets out the responsibilities

and framework for the operation of the committee. The

charter is reviewed at least every two years and was last

reviewed in December 2020.

The committee must have a majority of members

that are independent directors. The makeup of the

current members of this committee complies with this

requirement.

Management may only attend meetings at the

invitation of the committee.

Nomination Committee

NZX’s Nomination Committee assists the board in

identifying and recommending to the board individuals for

nomination as directors and members of committees. The

committee operates under a written charter, which sets out

the responsibilities and framework for the operation of the

committee. The charter is reviewed at least every two years

and was last reviewed in December 2020.

The committee must have a majority of members that

are independent directors. The makeup of the current

members of this committee complies with this requirement.

Management may only attend meetings at the

invitation of the committee.

Technology Committee

NZX’s Technology Committee was formed in 2020 and

assists the board in oversight of the role and use of

technology in executing NZX’s strategy (including ICT

recommendations from Capital Markets 2029), meeting

regulatory requirements and standards and in supporting

the function of the markets operated and cleared by NZX

Clearing. The committee operates under a written charter,

which sets out the responsibilities and framework for the

operation of the committee. The charter was approved in

November 2020.

The committee must have a minimum of three

members. The committee may have a non-director as a

member (who must have skills and experience relevant to

the operation of the Committee). The makeup of the

current members of the committee complies with

these requirements.

Clearing Committee

The Clearing Committee assists the board in ensuring that

New Zealand Clearing Limited has adequate risk capital to

meet its obligations as the central counterparty clearing

house for NZX Clearing. The committee operates under a

written charter, which sets out the responsibilities and

framework for the operation of the committee. The charter

is reviewed at least every two years and was last reviewed

in December 2020.

The committee must have a minimum of three

members. The committee may have a non-director as a

member (who must have skills and experience relevant to

the operation of the committee). The makeup of the

current members of this committee complies with

these requirements.

TAKEOVER PROTOCOL

NZX’s Takeover Protocol sets out the procedure to be

followed if there is a takeover offer for NZX.

The protocol is reviewed at least every two years and

was last reviewed in August 2020.

Principle 4 – reporting and disclosure

The board should demand integrity in

financial and non-financial reporting,

and in the timeliness and balance of

corporate disclosures.

NZX Annual Report 2020

46

CONTINUOUS DISCLOSURE
NZX’s Continuous Disclosure Policy sets out NZX’s

arrangements to ensure material information is identified,

reported, assessed and, where required, disclosed to the

market in a timely manner.

NZX is committed to ensuring the timely disclosure of

material information about the NZX Group and to ensuring

that NZX complies with the NZX Listing Rules.

It is the responsibility of the board to monitor

compliance with the Continuous Disclosure Policy. The

board considers at each board meeting whether any

information discussed at the meeting requires disclosure.

The policy is reviewed at least annually and was last

reviewed and updated in November 2020.

CHARTERS AND POLICIES

The key corporate governance documents referred to in

this section, including policies and charters, are available

from NZX’s investor centre.

FINANCIAL REPORTING

NZX is committed to ensuring integrity and timeliness in

its financial reporting and in providing information to the

market and shareholders which reflects a considered view

on its present and future prospects.

The Audit and Risk Committee oversees the quality and

integrity of external financial reporting, including the

accuracy, completeness, balance and timeliness of

financial statements. It reviews NZX’s full and half-year

financial statements and makes recommendations to the

board concerning accounting policies, areas of judgement,

compliance with accounting standards, stock exchange

and legal requirements, and the results of the external

audit. All matters required to be addressed and for which

the committee has responsibility were addressed during

the reporting period.

NZX has published its full and half-year financial

statements that were prepared in accordance with relevant

financial standards. The full year financial statements are

set out on pages 62 to 99.

The Chief Executive and Chief Financial Officer have

confirmed in writing to the board that NZX’s external

financial reports present a true and fair view in all

material aspects.

NON-FINANCIAL REPORTING

NZX releases data on its non-financial performance

metrics each month through its monthly shareholder

metrics publications. It also releases quarterly revenue

and shareholder metrics, and regulation metrics

representing the key features of NZX’s activities in

regulating its markets.

This year NZX has continued to integrate its non-

financial reporting and disclosures to align with its financial

performance and strategy.

To support this, and provide increased clarity for

shareholders and the market on our financial performance

and execution of strategy, a series of five year financial and

non- financial targets are now being reported.

Further information is available from the NZX

investor centre.

Principle 5 – remuneration

The remuneration of directors and

executives should be transparent, fair

and reasonable.

DIRECTORS’ REMUNERATION

Shareholders fix the total remuneration available for

directors. The annual fee pool limit is $435,000 and was

approved by shareholders at the annual meeting in

April 2012.

The current fees paid to NZX’s directors are $50,000

per annum for directors and $100,000 for the chair.

Directors are not paid additional fees for being members

of committees or directors of subsidiaries. The number of

NZX directors has increased to 8 since the fee pool was

initially set.

Jayshree Das and David Flacks, being non-director

members of committees, were paid $465 per hour for work

on committee business as external members of the

Conflicts Committee and Regulatory Governance

Committee. These two committees have now been

disestablished as part of the restructure of NZX’s

regulation function.

Total remuneration received by each director in 2020 is

set out in Note 5 of the Statutory Information section on

page 107.

External committee member remuneration is

set out below.

External committee member remuneration

Committee memberCommittee member fees

Jayshree Das$6,409

David Flacks$11,393

Directors do not receive any performance or equity based

remuneration, or superannuation or retirement benefits.

This reflects the difference in the role of the directors,

which is to provide oversight and guide strategy, and the

role of management which is to operate the business and

execute NZX’s strategy.

REMUNERATION POLICY

NZX’s Remuneration Policy sets out the principles which

apply to the remuneration of NZX’s directors and

employees. In particular, director remuneration is paid in

NZX Annual Report 2020

47

the form of director fees, while employee remuneration will
include a mix of the following components:

—fixed remuneration (which includes base salary and

employer KiwiSaver contributions);

—short-term incentive plan (which is available to senior

employees);

—long-term incentive plan (which is available to members

of NZX’s executive team and senior management); and

—a one-off grant of $1,000 of NZX shares when an

employee starts at NZX to ensure that all employees

are shareholders.

The policy is reviewed at least annually and was last

reviewed in December 2020.

NZX’s short-term incentive plan is performance based,

with any short-term incentive plan payment being

conditional on (1) NZX’s financial performance and the

employee’s business unit’s performance; and (2) the

employee’s individual performance.

Potential short-term incentive plan payments are

generally between 15% and 25% of base salary, depending

upon the employee’s seniority and role.

Under NZX’s long-term incentive plan, executive team

members and senior managers may be awarded NZX

shares based on NZX’s long-term (generally three year)

performance. The plan is designed to:

—align managers’ rewards with improvement in

shareholder value;

—achieve business plans and corporate strategies;

—reward performance improvement; and

—retain key skills and competencies.

Chief Executive Officer remuneration

Mark Peterson commenced his role as NZX’s Chief

Executive Officer on 10 April 2017. In December 2020, the

board exercised its option to extend the initial 5 year term

by 2 years through to April 2024.

Mark Peterson’s remuneration is a mix of base salary

and short term and long-term incentive plan components.

Mark Peterson’s base salary for 2020 was $500,000.

Mark Peterson’s potential short-term incentive plan

payment for 2020 was $500,000 ($250,000 for on-target

performance). Mark Peterson’s actual short-term incentive

plan payment for 2020 was $360,000, this will be paid in

February 2021. Mark Peterson’s 2020 STI comprised two

components. The first component was based on NZX’s

financial performance against target. The second

component was based on delivery against the key

elements of the five year strategic plan which included

refocusing the business back on the core markets

business, building on the growth opportunities, leading

the business effectively and further developing our

market engagement.

Mark Peterson is currently allocated a long-term

incentive performance share rights plan to the value of

$250,000 each year. Vesting is dependent on NZX meeting

performance hurdles in respect of NZX’s total return to

shareholders and its earnings per share for the prior five

year period, and on Mark Peterson remaining an employee

at the applicable vesting date.

Principle 6 – risk management

Directors should have a sound

understanding of the material risks faced

by the issuer and how to manage them.

The board should regularly verify that

the issuer has appropriate processes

that identify and manage potential and

material risks.

RISK MANAGEMENT FRAMEWORK

The board is responsible for the establishment and

oversight of NZX’s risk management framework, together

with setting NZX’s overall risk tolerance.

Significant risks are discussed at each board meeting,

or as required.

The board has established an Audit and Risk

Committee with responsibility to:

—review and provide feedback in respect of the principal

risks set out in NZX’s risk register;

—ensure that management has established a risk

management framework which includes policies and

procedures to effectively identify, manage and monitor

NZX’s principal risks; and

—monitor compliance with, and assess the effectiveness

of, the risk management framework.

The committee reviews the risk register every quarter. The

committee also reviews the risk management framework

annually. The committee receives reports on the operation

of risk management policies and procedures.

The executive team and senior management are

required to regularly identify the major risks affecting the

business, record them in the risk register and develop

structures, practices and processes to manage and

monitor these risks.

NZX maintains insurance policies that it considers

adequate to meet its insurable risks.

The board is satisfied that NZX has in place a risk

management framework to effectively identify, manage

and monitor NZX’s principal risks, including a Risk Appetite

Statement, Conflict Management Policy, Continuous

Disclosure Policy, Delegated Authority Policy, Financial

Products Trading Policy, Fit and Proper Policy, IT

Acceptable Use Policy and Protected Disclosures Policy.

NZX engages EY to carry out internal audit functions on

various parts of its operations, including assessing the

effectiveness of NZX’s risk management policies and

procedures. Additionally, independent assurance is

NZX Annual Report 2020

48

provided and reviews are undertaken on matters such as
risk capital, operational controls, IT/software security and

anti-money laundering procedures.

KEY RISKS

NZX’s material risks for 2020 and how these are being

managed are outlined and discussed on pages 52 to 53.

CHIEF EXECUTIVE OFFICER AND CHIEF

FINANCIAL OFFICER ASSURANCE

The Chief Executive Officer and Chief Financial Officer

have provided the board with written confirmation that

NZX’s 2020 financial statements are founded on a sound

system of risk management and internal compliance and

control; and that all such systems are operating efficiently

and effectively in all material respects.

Principle 7 – auditors

The board should ensure the quality

and independence of the external

audit process.

NZX’s Audit and Risk Committee makes recommendations

to the board on the appointment and removal of the

external auditor. The committee also monitors the

independence and effectiveness of the external auditor,

and reviews and approves any non-audit services

performed by the external auditor. An External Auditor

Independence Policy sets out the services that may or may

not be performed by the external auditor. This policy was

last reviewed in June 2020.

The committee regularly meets with the external

auditor to approve their terms of engagement, audit

partner rotation (at least every five years) and audit fee,

and to review and provide feedback in respect of the

annual audit plan. A comprehensive review and formal

assessment of the independence and effectiveness of the

external auditor is undertaken periodically. The committee

routinely has time with NZX’s external auditor, KPMG,

without management present.

KPMG attends the annual meeting, and the lead

audit partner is available to answer questions from

shareholders at that meeting. KPMG attended the 2019

virtual annual meeting.

KPMG has provided the Audit and Risk Committee with

written confirmation that, in their view, they were able to

operate independently during the year.

NZX has appointed EY to perform a number of internal

audit functions. The Audit and Risk Committee is

responsible for overseeing the independence and

objectivity of the internal audit function and for reviewing

and monitoring the internal audit work plan, reports from

internal audit and management responses. The committee

routinely has time with EY without management present.

Principle 8 – shareholder rights

and relations

The board should respect the rights of

shareholders and foster constructive

relationships with shareholders that

encourage them to engage with the issuer.

INFORMATION FOR SHAREHOLDERS

NZX seeks to ensure that investors understand its activities

by communicating effectively with them and giving them

access to clear and balanced information.

The key information channels are NZX’s website,

announcements and media releases, social media

channels, the annual and interim report, investor days and

the annual meeting.

NZX’s investor centre contains annual and interim

reports, investor presentations, dividend information and

other information relating to NZX (including key corporate

governance documents).

COMMUNICATING WITH SHAREHOLDERS

NZX’s investor centre sets out NZX’s Chief Financial

Officer’s and Company Secretary’s contact details

for communications from shareholders. NZX responds

to all shareholder communications within a

reasonable timeframe.

NZX provides options for shareholders to receive and

send communications electronically, to and from both NZX

and its share registrar.

SHAREHOLDER VOTING RIGHTS

In accordance with the Companies Act 1993, NZX’s

Constitution and the NZX Listing Rules, NZX refers major

decisions which may change the nature of NZX to

shareholders for approval.

NZX conducts voting at its shareholder meetings by

way of a poll and on the basis of one share, one vote.

Further information on shareholder voting rights is set out

in NZX’s Constitution.

NOTICE OF ANNUAL MEETING

NZX’s annual meeting was held on 31 March 2020. The

notice of the meeting was released to the market on

9 March 2020 and was posted on NZX’s investor centre

i.e. 16 working days’ notice. This did not meet

recommendation 8.5 of the NZX Code to provide at least

20 working days’ notice of the meeting. NZX’s planning for

its 2020 annual meeting was impacted by COVID-19. NZX

expects to provide at least 20 working days notice for its

2021 annual meeting. The 2021 meeting will be held on

8 April 2021 in Tauranga. A webcast of the meeting will be

made available to shareholders.

NZX Annual Report 2020

49

NZX Annual Report 2020
50

Risk
Reporting

NZX Annual Report 2020

51

NZX Annual Report 2020
52

RiskThe risk and its impactHow we are responding

StrategicStrategic risks that NZX faces

include the composition of our

business and the strategic

direction we choose to take,

changes in financial markets

and the business environment

to adapt our strategy and,

where appropriate, react


—We set a five-year strategy in 2017 which established our strategic direction

through 2022. We regularly revisit this strategy, most recently in 2020 and we

report progress annually

—Our strategy includes diversifying operating earnings and building resilience

into our business model

—We engage with a broad range of stakeholders and monitor changes in the

business environment to adapt our strategy and react as a ‘fast follower’

as needed

—We monitor business unit performance to identify issues and opportunities

early and address any people and resourcing risks

—We publish monthly operating metrics and quarterly revenue and operating

metrics to enhance monitoring of performance

FinancialFinancial risks arise through

various sources including:

adverse strategic decisions

(including inappropriate

resource allocation); general

market risk – including lower

numbers of listed issuers, less

listing and capital raisings,

lower levels of trading activity,

market capitalisation declines;

counterparty credit risk in

operating the clearing house;

and operational errors,

undetected fraud or poor

execution of projects that are

designed to deliver the

strategy

—We assess our financial risks from both a strategic and operational

perspective

—We manage balance sheet and counterparty risks to an acceptable level

through a framework of policies and financial controls

—We regularly monitor an extensive range of financial metrics and risks across

our businesses

—The counterparty credit risk associated with NZX’s clearing function is

managed by the clearing house’s risk management framework, which is

aligned to international practice. This model ensures that the clearing house

holds sufficient prefunded capital to manage the default of the largest

Participant in extreme but plausible conditions.

—We have a governance framework including a delegated authority policy

which sets limits and outlines authority for committing NZX to expenditure

—We have people, policies, processes, systems, controls and procedures in

place designed to meet our operational expectations and benchmarks, and

ensure project delivery effectiveness

Information

Technology /

Cybersecurity

Risk

Information technology plays a

critical role for our business.

We recognise we are an

important component to the

New Zealand Capital Markets.

IT risk arises when the

technology is not reliable or

available and/or does not

operate accurately. The

technology environment must

also be secure and resilient to

external cyber threats which

are evolving at an ever-

increasing pace. The

technology environment is also

dependent on other

Participants in the capital

markets ecosystem

—We seek to have appropriate processes, procedures and resources in place to

manage IT/cybersecurity risks. We acknowledge the impact of technology

related issues experienced in 2020 and this remains an area of critical focus

and ongoing investment.

—We will continue to manage against cyber risks; acknowledging that

cybersecurity activities and mitigation activities need to continually evolve in

a constantly changing environment. We provide staff with cybersecurity

training at regular intervals throughout the year

—Within the context of a need for continuous improvement, we now actively

monitor our key systems with regular reviews of availability against service

levels (where applicable) and targets. Regular testing is performed on key

systems / services to determine throughput and capacity and we aim to

enhance our systems in a timely manner

—We seek to have contingency plans in place for disruptions or a loss of service

to Tier 1 technology systems. As part of our enhancement plans, we intend to

hold crisis planning across the capital markets ecosystem and improve our

crisis incident management and communications with the market and other

stakeholders

—We replace ageing technology as part of lifecycle management; this is

undertaken in a planned / phased approach to system architecture with

security, future capacity, growth and supportability driving key design

decisions

—We seek to maintain active engagement with our vendor partners who

provide critical systems and applications, with a key focus on ensuring

partners and suppliers understand our business, objectives and criticality of

all market operations

—We have a disaster recovery testing program in place, including at least

annually for financial markets systems / operations

—We have a board Technology Committee, Cybersecurity Management

Committee and a cybersecurity strategy and response plans

—We have measures in place to identify and protect against data security

threats

—We are progressing engagement with the capital markets ecosystem to

develop an IT roadmap for the future and to improve our engagement with the

market on technology issues

—We train our staff and seek to have suitably qualified and experienced

information technology staff

Risk Reporting

NZX Annual Report 2020
53

RiskThe risk and its impactHow we are responding

Compliance,

Legal &

Regulatory

Risk that NZX breaches its

compliance, legal and ethical

conduct obligations (including

for example NZX’s licensed

market operator license, MIS

license, supervisor, regulatory

and customer commitments)

leading to reputational

damage, adverse regulatory

outcomes, fines or breach of

contract

—We seek to mitigate compliance, legal and regulatory risks through adherence

to internal policies and procedures as well as good corporate governance

—We train and educate our operational staff so they understand the obligations

applicable to their role, and the related requirements, policies and procedures

—We have regular independent audits and periodic reviews of our adherence to

compliance, legal and regulatory obligations

—We aim to engage with government, regulators and industry Participants, at

management, CEO and Board level, on market structure issues to promote the

best industry-wide efficiency outcomes

—Where appropriate, we address regulatory concerns by developing and

implementing action plans with the regulators

—We implemented a new regulatory model in 2020 for the structural separation

of NZX’s commercial and regulatory roles. The regulation function is now

carried out by an independently-governed agency and enhances existing

conflicts management arrangements in this area

Customer &

Stakeholder

Risk that NZX does not focus on

customers to ensure

appropriate customer

outcomes

—We acknowledge the importance of customers within our strategy. The group

is structured around key customer segments

—We aim to consider the impact of NZX-driven changes on our customers

—We aim to have regular and open engagement with customers and wider

stakeholders to seek feedback on our performance

—We recognise the balance that is required between the requirements of the

market and the cost to our customers

Operational /

Business

Continuity

The risk of unexpected failure

in the day-to-day operations

caused by technical failure or

people or processes

—We routinely review and refine our operational procedures and controls

—We routinely assess how we can make improvements to the resilience and

reliability of our operations, with an ongoing focus on automation

—We have regular training and suitably qualified and experienced

operational staff

—We have regular independent audits and periodic reviews of our operational

processes and activities

—We have business continuity plans that are tested at regular intervals and have

in place remote working procedures

—We have an incident management framework requiring that timely attention

be paid to rectifying incidents as they occur. Post incident review ensures

learnings from incidents are implemented

ReputationalConfidence in the market is

critical, hence the risk arising

from negative perception on

the part of both existing and

prospective customers,

employees, counterparties,

regulators or other

stakeholders can adversely

affect NZX’s ability to maintain

existing, or establish new,

customer relationships

—We recognise NZX has a leadership role to perform across the capital markets

ecosystem

—Understanding the importance of our reputation and protecting it is a core

component of our decision making and actions

—We aim to have regular and open engagement with customers and wider

stakeholders to seek feedback on our performance

—Where appropriate, we interact with our regulators and government at

management, CEO and Board level to facilitate thorough coverage of issues

—We sponsored Capital Markets 2029 which was an industry-led initiative to

identify opportunities to grow New Zealand’s capital markets. This included

receiving feedback from market Participants on the perception of NZX and its

role as market operator

Human

Resources

(including

Culture,

Conduct and

Health & Safety)

Culture influences how

management and staff behave

on a daily basis, and enables

NZX to deliver on strategy. An

effective culture within NZX

includes consistently putting

customers at the centre of

decision-making, product

design, sales and advice

processes, and all day-to-day

activities

—We seek to operate a healthy, open, respectful culture. One where teamwork,

diverse thought, challenge and clarity of decisions are all embraced

—Our company values are based on Integrity, Resilient, Open, Creative and

Deliver behaviours.

—We seek to operate to best practice HR standards (including health & safety)

—We are committed to continually evolving and promoting an effective risk

management culture and one that creates an environment of risk awareness

and responsiveness

—Our expectations are that our people will uphold a high standard of

professionalism and integrity. Employees must adhere to a Code of Conduct

setting out our company values, legal obligations and policies

—We regularly measure and monitor staff engagement via staff engagement

surveys which have measured a consistent increase in engagement in

recent years

NZX Annual Report 2020
54

Management Commentary

Overview

A breakdown of NZX’s financial results by business unit is summarised in the following table:

Operating RevenueOperating Expenses

Operating Earnings

(EBITDA)

1

Operating

MarginFTEs

20202019Change20202019Change20202019Change2020201920202019

$000$000%$000$000%$000$000%

Issuer

Relationships

15,19214,8872.0%

Secondary

Markets

27,34321,87025.0%

Data &

Insights

16,14614,9348.1%

Markets

Sub-total

58,68151,69113.5%15,25312,890(18.3%)43,42838,80111.9%74.0%75.1%74.764.5

Funds

Management

13,66912,8816.1%8,0716,833(18.1%)5,5986,048(7.4%)41.0%47.0%52.845.2

Wealth

Technologies

2,4251,69343.2%2,6892,573(4.5%)(264)(880)70.0%(10.9%)(52.0%)55.745.1

Corporate

Services

2

205475N/A15,07213,010(15.8%)(14,867)(12,535)(18.6%)N/AN/A56.650.9

NZX Commercial

Operations Sub-

total74,98066,74012.3%41,08535,306(16.4%)33,89531,4347.8%45.2%47.1%239.8205.7

Regulation3,4462,80822.7%2,9452,878(2.3%)501(70)(815.7%)N/AN/A17.520.5

NZX Group

Total78,42669,54812.8%44,03038,184(15.3%)34,39631,3649.7%43.9%45.1%257.3226.2

1 Operating earnings (EBITDA) are before net finance expense, income tax, depreciation, amortisation, loss on disposal of business and property, plant and equipment and gain on

lease modification. Operating earnings is not a defined performance measure in NZ IFRS. The Group's definition of operating earnings may not be comparable with similarly titled

performance measures and disclosures by other entities.

2 Corporate Services provides accommodation, legal, accounting, IT, HR and communications and marketing support to the other business units. Related costs are currently not

recharged to these commercial business units and subsidiaries.

Operating Earnings (EBITDA) has increased 9.7% to $34.396 million, with:

• operating revenue increasing 12.8% to $78.426 million; and

NZX Annual Report 2020
55

• operating expenses increasing 15.3% to $44.030 million.

The operating revenue and operating expenses are discussed in the following pages.

The Investor Presentation (refer https://www.nzx.com/about-nzx/investor-centre/reports-and-disclosure)

provides a detailed summary of the financial results by business unit.

Key Metrics

The key metrics for 2020 as outlined in the Investor Presentation in February 2020 are summarised in the table

below:

External dependencies

2020 full year

deliverables2020 full year actual

NZX GroupOperating earnings (EBITDA)

1

$30 - $33.5 million$34.4 million (up 9.7%)

Core Markets

Issuer

Relationships

Capital raised (total primary and

secondary capital issued or raised

for Equity, Funds and Debt)

• Listing ecosystem

dependent on others

• No major market

correction

$9.5 billion (average of

2017/18)

$17.6 billion (down 5.5%)

Secondary

Markets

Total value traded

• Participant activity

levels drive value traded

• No major market

correction

$38.6 billion$53.7 billion (up 41.8%)

Dairy Derivatives lots traded

• Participant activity

levels drive lots traded

0.45 - 0.55 million lots360,887 lots (up 0.5%)

Data & Insights

Revenue growth (in

subscriptions, licenses and dairy

subscriptions changing revenue

mix)

• Dependent on core

markets growth

Average revenue

growth: 3.0%

$16.1 million (up 8.1%)

Funds

Management

Total Funds Under Management

• Investment market

returns impacts FUM (all

asset classes)

• No major market

correction

Continue 3-year rolling

average growth: 14%

$5.08 billion (up 28.0%.

Average FUM for year up

20.4%)

Wealth

Technologies

Total Funds Under Administration

• Investment market

returns impacts FUA (all

asset classes)

• No major market

correction

Migrate new clients

onto the platform

$7.19 billion (up 213.4%)

three new customers

1 Operating earnings (EBITDA) are before net finance expense, income tax, depreciation, amortisation, loss on disposal of business and property, plant and equipment and gain on

lease modification. Operating earnings is not a defined performance measure in NZ IFRS. The Group's definition of operating earnings may not be comparable with similarly titled

performance measures and disclosures by other entities.

NZX Annual Report 2020
56

Operating Revenue

Issuer Relationships

Annual listing fees paid by NZX’s equity, debt and

fund issuers are driven by the number of listed issuers

and equity, debt and fund market capitalisations.

Annual listing fees have been positively impacted by

the growth in number and value of debt instruments,

and the growth in equity market capitalisation.

Primary listing fees are paid by all issuers at the time

of listing. The primary drivers of this revenue are the

number of new listings and the value of capital listed.

Primary listing fees in the year have been driven by

strong debt listings (retail and wholesale); with total

new capital listed of $5.98 billion down 16.4% on last

year.

Secondary issuance fees are paid by existing issuers

when the company raises additional capital through

placements, rights issues, the exercise of options,

dividend reinvestment plans, or further debt issues.

The primary drivers for this revenue are the number

of secondary issuances and the value of secondary

capital raised. Secondary issuance fees in the period

have been driven by equity recapitalisations, with

total additional capital raised of $11.65 billion up 1.2%

on last year.

Secondary Markets

Participant services revenue is charged to market

participants (broking, clearing and advisory firms) that

are accredited for NZX’s equity, debt and derivatives

markets. The total number of market participants

decreased to 34 (2019: 35), with the resignation of

Deutsche Securities Australia, in line with its global

withdrawal from its equities businesses, the resignation

of Straits Financial from the Derivatives market, and

the accreditation of Snowball Effect as a Sponsor

Participant.

Securities trading revenue comes from the execution

of trades on NZX’s equity and debt markets. Securities

clearing revenue relates to clearing and settlement

activities, and related services such as stock lending

undertaken by NZX’s subsidiary New Zealand Clearing

and Depository Corporation Limited. The largest

component is clearing fees which are based on the

value of settled transactions.

Securities trading and clearing revenue has been

positively impacted by the fee changes effective 1 July

2019, when the trading fee cap level was raised and

the clearing fees tiers reduced. Additionally the total

value traded and cleared ($53.7 billion) is 41.8%

higher than last year.

Dairy derivatives revenue relates to trading, clearing

and settlement fees for trading NZX dairy futures and

options. The fees are largely charged in USD

(reflecting the global nature of the market) per lot

traded. Dairy derivatives revenue decreased, whilst the

number of lots traded grew 0.5% the revenue was

adversely impacted by lower margin fees due to the

reduced OCR rate.

Contractual and consulting and development revenue

arises from the operation of New Zealand’s electricity

market (under a long term contract with the Electricity

Authority) and the Fonterra Shareholders' Market

(under a long term contract with Fonterra). Consulting

and development revenue includes enhancements to

the electricity market systems, including the market

real time pricing project, which is due for completion

in 2022. Additionally we are developing the carbon

managed auction service for the Ministry for the

Environment, the operation of which will commence

in 2021.

Data & Insights

Royalties from terminals relate to the provision of

capital markets real time data for display on terminals

(retail and professional). Royalties from terminals

increased revenue relates to higher retail terminal

numbers and increased pricing of professional terminals.

Subscription and licences relate to the provision of

capital markets data to other participants in the

capital markets (e.g. non-display applications). The

subscriptions and licences revenue increase of 21.9%

is driven by increased non-display usage. Audit and

back dated licencing revenue remained high at

$1.07 million (2019: $1.29 million).

NZX Annual Report 2020
57

Dairy data subscriptions relate to the sale of dairy

data and analytical products. Dairy data subscription

revenue has decreased 16.5% impacted by churn of

dairy subscriptions and the deferral of the 2020 dairy

conference.

Connectivity revenue relates to the provision of

connectivity and access to the NZX operated markets

for market participants and data vendors.

Connectivity revenue has increased in line with

increased connectivity requirements from both market

participants and data vendors.

Funds Management

Funds management revenue is generated from:

• Funds under management based revenue which

relates to variable funds under management (FUM)

fees net of fund expenses. Fund expenses include

a combination of fixed costs (principally outsourced

fund accounting and administration costs, registry

fees and audit fees), and variable costs

proportionate to FUM (principally custodian fees,

trustee fees, index fees, settlement costs and third

party manager fees); and

• Member based revenue which includes fixed

membership administration fees and other

member services.

The FUM based revenue has increased 19.1% driven

by:

• higher average FUM over the period (up 20.4%),

arising from a combination of market returns and

positive net cash flows ($803 million), including from

the first institutional investor into a separately

managed protfolio. FUM at 31 December 2020 has

grown to $5.08 billion up 28.0% on last year; offset

by

• fund expense increases associated with new ETFs,

and the segregation and unitisation of SuperLife

Invest in 2019 (which provided access for wholesale

clients); partially reduced by efficiencies from the

changed operating model in late 2019 (including

changing custodian for some funds and internalising

management of the Cash Funds) and

improvements to supplier arrangements.

Investor numbers (ETFs and SuperLife) have increased

6.0%, however member based revenue has been

adversely impacted by a historical pricing adjustment.

Wealth Technologies

Wealth Technologies' revenue is generated from

administration services provided on both the original

(OE) and new wealth management platforms, and

development fees received for part of the new

platform that is in production. The administration

service fees are based on funds under administration

(FUA) and have been driven by:

• New platform – FUA continues to increase, with

three new clients migrated onto the platform

through 2020; and

• OE (legacy) platform – the number of customers is

unchanged, with 23% growth in FUA.

FUA at 31 December 2020 has grown to $7.19 billion

up 213.4% on last year.

Corporate

Other corporate revenue primarily relates to the short

term sub lease of part of the Wellington premises

which ceased in June 2020 and nzx.com advertising

revenue which ceased in May 2020.

Regulation (NZ RegCo)

Regulatory fees relate to issuer compliance,

participant compliance and market surveillance

activities. Issuer compliance services comprise time

spent by NZ RegCo reviewing listing and secondary

capital raising documents, requests for listing rule

waivers, and other significant issuer matters.

Participant compliance services comprise time spent

by NZ RegCo reviewing participant applications.

Market surveillance activities are recoverable from

market participants. In 2020 NZ RegCo undertook a

higher level of recoverable fee based work than in the

previous year.

NZX Annual Report 2020
58

Additionally NZ RegCo receives an internal allocation

of annual listing fees and annual participants fees,

which is set in advance based on the services expected

to be provided by NZ RegCo.

Operating Expenses

The Markets businesses have invested to deliver

technology solutions to both increase trading and

clearing system capacity and to maintain market

stability. We continue to invest for customer growth

in the Funds Management and Wealth Technologies

businesses.

Personnel costs

Personnel costs are made up of:

• Salary costs (including bonuses, ACC levies and

KiwiSaver contributions); plus

• Contractor and other personnel costs (including

training, recruitment and staff benefits); less

• Capitalised labour (where employees or contractors

are engaged on capital projects).

Personnel costs have increased due to a combination

of wage inflation, lower levels of annual leave taken

(a COVID-19 lockdown impact) and the movement in

average FTEs arising from:

• Securities IT team additional resources to deliver

technology solutions to increase trading and

clearing system capacity and maintaining market

stability;

• Issuer Relationships additional sales roles focused

on origination, with active pipeline development

and conversion;

• Energy contractors to assist with delivering

consulting and development revenue including the

electricity market real time pricing project and the

carbon managed auction service;

• Smartshares additional sales and operational

resources to support the client and FUM growth in

2020, plus the full year cost impact from the

strengthening of the leadership team in 2019 (COO

and CIO).

• Wealth Technologies additional sales and

operational resources to support the new clients

migrated onto the platform in 2020;

• Corporate Services additional legal, HR and

communications resources to support the

Smartshares and Wealth Technologies businesses.

As well as additional project management

resources for energy’s increased development

revenue generating projects; and

• the number of vacancies throughout the year.

Capitalisation of internal development resources

(2020: $5.93 million; 2019: $4.29 million) primarily

relates to Wealth Technologies' core platform, NZX's

trading system upgrade and the Network

Transformation project.

Information Technology

Information Technology costs were made up of

software licence fees, hardware support and

maintenance fees, telecommunications and data

network costs, and IT services provided by third parties.

The current year focus has been on increasing trading

and clearing system capacity and maintaining market

stability, consequently IT costs are higher than last

year due to:

• Network Transformation project costs (which

strengthened NZX’s cyber security);

• additional license costs to improve resilience of

NZX's clearing and settlement system (BaNCS); and

• the modification of existing security services plus

the implementation of additional Denial of Service

(DDoS) security services.

Additionally the Smartshares business has

implemented the Bloomberg AIM and BSKT (front and

middle office) operating system during the year.

NZX Annual Report 2020
59

Professional Fees

Professional fees, including legal expenses, assurance

costs and advisory / consultancy fees, include those

relating to:

• Independent / external reviews of:

• NZX clearing and settlement system (BaNCS)

technical issues arising from significantly

increased trading volumes, messaging,

notifications and shareholder balance enquiries;

and

• DDoS attacks on the nzx.com website.

• Smartshares investments for growth e.g. four new

ETF funds (launched July 2020), set up of stock

lending and borrowing services, the Asia Region

Funds Passport application, and the enhancement

of Smartshares digital tools. Plus costs

associated with the historical pricing matters;

• the assurance programme – internal audits, energy

audits and consulting obligations under the

Electricity Authority contracts, annual conflicts

review, funds conduct risk assessment review; and

• stock lending and borrowing (SLB) costs and

terminal royalty audit fees; both vary in proportion

to their related revenues, with costs and revenues

recognised on a gross basis.

Marketing

Marketing costs relate primarily to Smartshares,

marketing the core exchange businesses and the

investor relations programme. Marketing spend during

2020 was lower due to the impact of the COVID-19

lockdown.

Other Expenses

Other expenses relate to premises related costs,

insurance, directors fees, travel, external audit costs,

outsourced payroll system, corporate memberships,

statutory/compliance costs and non recoverable GST

(on the Clearing House, Funds Management and

Wealth Technologies businesses). Other expenses

were lower due to reduced travel during the

COVID-19 lockdown, offset by higher insurance and

compliance costs.

Capitalised overheads

The portion of all expense categories which relate to

capital activities (e.g. Wealth Technologies core

platform and NZX's trading system upgrade) has

decreased slightly.

Non-operating Income and Expenses

Net finance expense comprises interest income (on

operational cash balances, Clearing House risk capital

and regulatory working capital), interest expenses (on

the subordinated note, loans, overdrafts facility and

lease liabilities), unrealised fair value gain on

investment and foreign exchange gains/(losses).

Increased net finance costs result from the reduced

interest income due to the lower OCR interest rate.

Depreciation and amortisation expenses have

decreased due to:

• the clearing system (BaNCS) being fully amortised

in September 2019; offset by

• additional Wealth Technologies amortisation of the

core platform and on migrations of new clients

during the year; and

• new lease of IT equipment from May 2019.

The effective tax rate is higher than the statutory rate

of 28% due to non-deductible items.

NZX Annual Report 2020
60

Directors' Responsibility Statement

The directors are responsible for the preparation, in

accordance with New Zealand law and generally

accepted accounting practice, of financial statements

which give a true and fair view of the financial position

of NZX Limited and its subsidiaries (the NZX Group)

as at 31 December 2020 and the results of their

operations and cash flows for the year ended

31 December 2020.

The directors consider that the financial statements

of the NZX Group have been prepared using

accounting policies appropriate to the NZX Group’s

circumstances, consistently applied and supported

by reasonable and prudent judgments and estimates,

and that all applicable New Zealand Equivalents to

International Financial Reporting Standards have been

followed.

The directors are pleased to present the financial

statements of the NZX Group for the year ended

31 December 2020.

The financial statements were authorised for issue for

and on behalf of the directors on 15 February 2021.

James Miller

Chair of the Board

Lindsay Wright

Chair of the Audit and

Risk Committee

61
Financial

Statements

NZX Annual Report 2020

61

NZX Annual Report 2020
62The accompanying notes form an integral part of these financial statements

Group Income Statement

For the year ended 31 December 2020

Note

2020

$000

2019

$000

Operating revenue878,42669,548

Operating expenses9(44,030)(38,184)

Earnings before net finance expense, income tax, depreciation, amortisation, loss

on disposal of businesses and property, plant and equipment, and gain on lease

modification (EBITDA)

1

34,39631,364

Net finance expense10(2,037)(2,153)

Loss on disposal of businesses and property, plant and equipment-(83)

Depreciation and amortisation expense(8,293)(8,595)

Gain on lease modification6558-

Profit before income tax24,62420,533

Income tax expense12(7,038)(5,888)

Profit for the year17,58614,645

Earnings per share

Basic (cents per share)136.35.3

Diluted (cents per share)136.35.3

1 EBITDA is not a defined performance measure in NZ IFRS. Please refer to Note 2 for more information.

Group Statement of Comprehensive Income

For the year ended 31 December 2020

2020

$000

2019

$000

Profit for the year17,58614,645

Other comprehensive income

Items that are or may be reclassified subsequently to profit or loss

Foreign currency translation differences-(1)

Total other comprehensive income-(1)

Total comprehensive income for the year17,58614,644

NZX Annual Report 2020
The accompanying notes form an integral part of these financial statements63

Group Statement of Changes in Equity

For the year ended 31 December 2020

Note

Share

Capital

$000

Retained

Earnings

$000

Translation

Reserve

$000

Total Equity

$000

Balance at 1 January 201951,06610,386(45)61,407

Profit for the year-14,645-14,645

Foreign currency translation differences--(1)(1)

Total comprehensive income for the year-14,645(1)14,644

Transactions with owners recorded directly in

equity:

Dividends paid21-(16,662)-(16,662)

Issue of shares203,834--3,834

Share based payments20695--695

Cancellation of non-vesting shares20(72)72--

Total transactions with owners recorded directly in

equity

4,457(16,590)-(12,133)

Balance at 31 December 201955,5238,441(46)63,918

Profit for the year-17,586-17,586

Foreign currency translation differences----

Total comprehensive income for the year-17,586-17,586

Transactions with owners recorded directly in

equity:

Dividends paid21-(16,867)-(16,867)

Issue of shares202,148--2,148

Share based payments20976--976

Cancellation of non-vesting shares20(130)--(130)

Total transactions with owners recorded directly in

equity

2,994(16,867)-(13,873)

Balance at 31 December 202058,5179,160(46)67,631

NZX Annual Report 2020
64The accompanying notes form an integral part of these financial statements

Group Statement of Financial Position

As at 31 December 2020

Note

31 December

2020

$000

31 December

2019

$000

Current assets

Cash and cash equivalents1432,77527,740

Cash and cash equivalents - restricted1420,00020,000

Funds held on behalf of third parties11104,68479,667

Receivables and prepayments1510,8409,006

Total current assets168,299136,413

Non-current assets

Property, plant & equipment162,1462,612

Right-of-use lease assets65,1085,826

Goodwill430,22230,222

Other intangible assets340,87937,498

Total non-current assets78,35576,158

Total assets246,654212,571

Current liabilities

Funds held on behalf of third parties11104,68479,667

Trade payables177,6843,782

Other liabilities - current1814,17612,276

Lease liabilities61,3881,439

Current tax liability122,2741,776

Total current liabilities130,20698,940

Non-current liabilities

Non-current other liabilities18484323

Lease liabilities65,7167,172

Interest bearing liabilities1938,91138,852

Deferred tax liability123,7063,366

Total non-current liabilities48,81749,713

Total liabilities179,023148,653

Net assets67,63163,918

Equity

Share capital2058,51755,523

Retained earnings9,1608,441

Translation reserve(46)(46)

Total equity attributable to shareholders67,63163,918

NZX Annual Report 2020
The accompanying notes form an integral part of these financial statements65

Group Statement of Cash Flows

For the year ended 31 December 2020

Note

2020

$000

2019

$000

Cash flows from operating activities

Receipts from customers78,10469,944

Net interest paid(1,823)(2,091)

Payments to suppliers and employees(38,847)(37,029)

Income tax paid12(6,200)(6,034)

Net cash provided by operating activities1431,23424,790

Cash flows from investing activities

Net cash paid on disposal of businesses and acquisition-(4)

Cash received from short term investment26

Payments for property, plant and equipment16(483)(708)

Payments for intangible assets3(9,489)(7,594)

Net cash used in investing activities(9,970)(8,300)

Cash flows from financing activities

Payment of lease liabilities(1,467)(1,288)

Dividends paid(14,762)(12,847)

Net cash (used in)/provided by financing activities(16,229)(14,135)

Net increase in cash and cash equivalents5,0352,355

Cash and cash equivalents at the beginning of the year47,74045,385

Cash and cash equivalents at the end of the year1452,77547,740

NZX Annual Report 2020
66

Notes to the Group Financial

Statements

For the year ended 31 December 2020

1. Reporting entity and statutory base

Reporting entity

These consolidated financial statements are for NZX Limited (the Company) and its subsidiaries (together

referred to as the Group) as at and for the year ended 31 December 2020.

The Group operates New Zealand securities, derivatives and energy markets, including maintaining the

infrastructure on which they operate. It provides funds management services including superannuation and

Exchange Traded Funds (ETFs), as well as developing and operating wealth management platforms for other

providers. It also provides a range of information and data to support market growth and development in the

securities and dairy sectors.

The Company is incorporated and domiciled in New Zealand, registered under the Companies Act 1993 and

is an FMC reporting entity under the Financial Markets Conduct Act 2013 (FMCA). These financial statements

have been prepared in accordance with the Companies Act 1993 and the Financial Reporting Act 2013. The

Company is listed and its ordinary shares are quoted on the NZX Main Board. The company also has listed

debt which is quoted on the NZX debt market.

Basis of preparation

The Group financial statements have been prepared in accordance with New Zealand Generally Accepted

Accounting Practice (NZ GAAP). They comply with New Zealand equivalents to International Financial

Reporting Standards (NZ IFRS) and other applicable Financial Reporting Standards, as appropriate for profit

oriented entities. The financial statements also comply with International Financial Reporting Standards (IFRS).

The measurement basis adopted in the preparation of these financial statements is historical cost, modified

by the revaluation of certain financial instruments as identified in the accompanying notes. These financial

statements are presented in New Zealand Dollars ($), which is the Company’s functional currency. All financial

information presented in New Zealand dollars has been rounded to the nearest thousand, except when

otherwise indicated.

The Group notes that the COVID-19 pandemic in the year had no material adverse impact on the Group.

NZX Annual Report 2020
67

Basis of consolidation

The Group financial statements are prepared by consolidating the financial statements of all the entities that

comprise the Group, being the Company and its subsidiaries. Consistent accounting policies across the

parent and all subsidiaries are employed in the preparation and presentation of the Group financial statements.

i.Business combinations

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the

date on which control is transferred to the Group. On acquisition, the assets, liabilities and contingent

liabilities of a subsidiary are measured at their fair values at the date of acquisition. In determining the fair

value of assets acquired, the Group assesses identifiable intangible assets including brands, intellectual

property, software, management rights and any other identifiable intangible assets using recognised valuation

methodologies and with reference to suitably qualified experts. Any excess of the cost of acquisition over the

fair values of the identifiable net assets acquired is recognised as goodwill.

ii.Investments in subsidiaries

Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the

consolidated financial statements from the date that control commences until the date that control ceases.

In preparing the Group financial statements all intercompany balances and transactions, and unrealised

profits arising within the Group are eliminated in full.

Accounting policies

Accounting policies that summarise the measurement basis used and are relevant to the understanding of the

financial statements are provided throughout the accompanying notes.

The accounting policies adopted have been applied consistently throughout the periods presented in these

financial statements.

A number of new standards, amendments to standards and interpretations are effective for annual periods

beginning after 1 January 2021, and have not been applied in preparing these financial statements. The

Group does not plan to adopt these standards early. None of these standards are expected to have a

significant effect on the financial statements of the Group.

Presentational changes

Certain amounts in the comparative information have been reclassified to ensure consistency with the current

period's presentation.

Accounting estimates and judgements

The preparation of the financial statements in conformity with NZ IFRS requires management to make

judgements, estimates and assumptions that affect the application of accounting policies and the reported

amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates

and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are

recognised in the period in which the estimates are revised and in any future periods affected.

The principal areas of judgement for the Group in preparing these financial statements that have a significant

risk of resulting in a material adjustment within the next financial year, including information about

assumptions and estimation uncertainties, are set out in:

NZX Annual Report 2020
68

• note 3 - intangible assets

• note 4 - goodwill

• note 22 - share based payments

2. Non-GAAP measures

EBITDA is a non-GAAP performance measure and differs from the NZ IFRS profit for the year. The Group’s

definition of EBITDA may not be comparable with similarly titled performance measures and disclosures by

other entities.

Reconciliation of EBITDA to NZ IFRS profit for the year:

2020

$000

2019

$000

Profit for the Year17,58614,645

Income tax expense7,0385,888

Profit before income tax24,62420,533

Adjustments for:

- Net finance expense2,0372,153

- Loss on disposal of businesses and property, plant and equipment-83

- Depreciation and amortisation expense8,2938,595

- Gain on lease modification(558)-

EBITDA34,39631,364

The Group has presented the EBITDA performance measure in addition to NZ IFRS profit for the year, as this

performance measure is used internally in conjunction with other measures to monitor performance and make

investment decisions. EBITDA is calculated by adjusting profit from operations to exclude the impact of

taxation, net finance expense, depreciation, amortisation, loss on disposal of businesses and property, plant

and equipment, and gain on lease modification.

3. Intangible assets

Intangible assets are initially measured at cost. The direct costs associated with the development of software

and website assets for internal use are capitalised only if the expenditure can be measured reliably, the

development of intangible asset is technically and commercially feasible, future economic benefits are

probable and the Group intends to and has sufficient resources to complete the development of the asset.

Otherwise, it is recognised in profit or loss as incurred. The cost of intangible assets acquired in a business

combination is their fair value at the date of the acquisition. Intangible assets with a finite life are amortised

from the date the asset is ready for use on a straight-line basis over its estimated life which is as follows:

• Software and websites: 3 — 9 years

• Brands, Trademarks, and rights to use Brands: 10 years

• Data archives, customer lists, databases, and other IP: 10 years

NZX Annual Report 2020
69

• Management rights: 20 years

At each reporting date, the Group reviews the carrying amounts of its intangible assets to determine whether

there is any indication that those assets have suffered an impairment loss. This is outlined in note 5.

Where estimated useful lives or recoverable values have diminished due to technological change or market

conditions, amortisation is accelerated.

Software

and

websites

$000

Brands,

Trademarks

and rights to

use Brands

$000

Data

archives,

customer

lists,

databases,

and other IP

$000

Management

rights

$000

Intangible

work in

progress

$000

Total

$000

Gross carrying amount

Balance at 1 January 201948,7591821,45818,1162,67071,185

Additions13---7,5817,594

Transfer from WIP3,997---(3,997)-

Balance at 31 December 201952,7691821,45818,1166,25478,779

Additions574---8,9159,489

Transfer from WIP11,098---(11,098)-

Balance at 31 December 202064,4411821,45818,1164,07188,268

Accumulated amortisation &

impairment

Balance at 1 January 201931,47055-3,155-34,680

Amortisation expense5,79418-789-6,601

Balance at 31 December 201937,26473-3,944-41,281

Amortisation expense5,30118-789-6,108

Balance at 31 December 202042,56591-4,733-47,389

Net Book Value

As at 1 January 201917,2891271,45814,9612,67036,505

As at 31 December 201915,5051091,45814,1726,25437,498

As at 31 December 202021,876911,45813,3834,07140,879

4. Goodwill

A cash generating unit (CGU) to which goodwill has been allocated is tested for impairment annually, and

whenever there is an indicator of impairment based on the performance of the CGU relative to expected

future performance and other relevant factors.

The directors have carried out impairment testing with the key assumptions set out in Note 5. No impairment

was required in 2020.

NZX Annual Report 2020
70

5. Impairment tests

Indefinite life intangible assets are reviewed for impairment annually. They are also reviewed for impairment

whenever there are indicators of impairment, as are finite life intangible assets.

A summary of the CGUs to which intangible assets have been allocated as at 31 December 2020 is outlined below:

Software &

websites

$000

Other finite

life

intangible

$000

Indefinite

life

intangible

$000

Work in

progress

$000

Total other

intangible

$000

Goodwill

$000

Total

$000

Cash generating unit

Clearing House2,547---2,547-2,547

Funds management69111,0402,34433614,41120,73035,141

Wealth Technologies13,058--1,59514,6531,49416,147

Energy2,107--1612,2687,7209,988

Direct data-911,458-1,5492781,827

Other

Other intangible assets153--1,3071,460-1,460

Other computer software3,321--6703,991-3,991

21,87711,1313,8024,06940,87930,22271,101

Impairment test

For the year ended 31 December 2020, the directors have reviewed all intangible assets for impairment using

discounted cash flow analysis, comparable EBITDA multiple analysis and/or other factors as appropriate to the

asset being tested. All impairment tests have been undertaken on a value in use basis.

Key assumptions used in the calculation of recoverable amounts in discounted cash flow analysis are

consistent with those used and disclosed in the financial statements for the year ended 31 December 2019

unless indicated otherwise. Discounted cash flow analysis using a forecast period of five years was used for

all CGUs, other than Energy where forecast periods of three and a half years (to match the remaining

contractual period) and six and a half years (to match the remaining contractual period plus three years

potentially to be renewed) were both used. The analysis also uses a WACC rate of 8.6% (2019: 8.8%) and

were stress tested at higher rates. The terminal growth rate used to extrapolate cash flow projections beyond

five years was 1.75% (2019: 1.75%). Management has assessed the long term economic outlook data

available, and assessed that the use of this terminal growth rate was appropriate, consistent with the prior

year. Where relevant, EBITDA multiples were used to cross-check the discounted cash flow analysis for

established businesses.

The review of the carrying values of goodwill and intangible assets has determined that all the CGUs have

recoverable amounts exceeding their carrying values and no impairment is therefore required.

In 2019 the FundSource business was sold effective 21 June 2019, within the Direct Data CGU, resulting in

an impairment charge of $352,000.

Further information on specific assumptions (other than the general assumptions outlined above) underlying

the CGU discounted cash flow analysis is set out below.

NZX Annual Report 2020
71

a.Clearing House

The Clearing House intangible assets relate to the clearing and depositiory systems software.

The principal assumption on which the discounted cash flows for this CGU are dependent is the future

revenue growth rate. Future revenue growth is dependent on growth in equity clearing values, central

securities depository services and the dairy derivatives markets. Growth in equity clearing values and central

securities depository services has been forecast based on historical growth rates. Dairy derivatives revenues

are expected to grow between 0% to 50% p.a. (2019: 20% p.a.) during the explicit forecast period. This

assumption is based on the successful implementation of the global dairy derivative partnership outlined in

NZX's five year strategic plan.

b. Funds Management

The Group's funds management business, Smartshares Limited, acquired the management rights for the

Smartshares exchange traded funds between 2004 - 2006 for a total value of $2,344,000. These are held in

the Group accounts with an indefinite life, as there is no expiry date for these rights and they are expected to

apply indefinitely. Additionally the acquisition of SuperLife Limited, effective 1 January 2015, resulted in

additional management rights of $15,772,000, which are held in the Group accounts as a finite life asset

amortised over 20 years, and goodwill of $20,730,000.

The principal assumption on which the discounted cash flows are dependent is the future level of funds under

management (FUM), which is assumed to grow through both net cash flows and market growth, driving FUM

based revenue. FUM based revenue would have to reduce by 45% (2019: 46%) in the forecast period (where

FUM is expect to increase 86%) to indicate an impairment in the intangibles carrying value. The company

considers the FUM growth assumption reasonable based on historic experience and NZX's five year strategic

plan.

c.Wealth Technologies

The carrying value of the Wealth Technologies CGU includes platform development and client migration

costs of $14,653,000, and related goodwill of $1,494,000.

The principal assumptions on which the discounted cash flows for the Wealth Technologies CGU are

dependent is the future level of funds under administration (FUA) which is assumed to grow through both

bringing new clients on to the platforms and current client growth, driving FUA based revenue. FUA based

revenue would have to reduce by 21% (2019: 24%) in the forecast period (where FUA is expect to increase

880%) to indicate an impairment in the intangibles carrying value. The Company considers the FUA growth

assumptions reasonable given the start-up nature of Wealth Technologies and based on the continued

interest from current, future and potential customers.

d. Energy

The carrying value of the Energy CGU includes software costs of $2,268,000 relating to the trading, pricing,

clearing and reconciliation of spot market electricity, and related goodwill of $7,720,000.

This business has a significant reliance on service provider contracts it has in place with the Electricity

Authority (EA) over the period to mid 2024, with the EA having an option to renew for a further 3 years. As a

result of these service provider contracts, NZX has certainty of minimum cash flows to be received over the

NZX Annual Report 2020
72

contract period, along with additional contracted consulting revenue, and a reasonable expection of contract

renewal based on previous contract renewals, which supports the current carrying value of the CGU.

e.Direct data

The carrying value of the Direct Data CGU includes Company Research management rights of $1,458,000,

which are held in the Group accounts as indefinite life, as there is no expiry date for these rights and they are

expected to apply indefinitely, and goodwill of $278,000.

The principal assumptions on which the discounted cash flows for the Direct Data CGU are dependent is the

future revenue growth rate which is assumed to grow (through increased volumes and price increases) at 4.6%

p.a.to 7.1% p.a. (2019: 2.6% p.a. to 7.4% p.a.) during the explicit forecast period. The Company considers the

revenue growth assumption reasonable based on historical experience and NZX's five year strategic plan.

6. Leases

On entering into a contract, the Group determines whether the contract contains a lease that conveys the

right to control the use of an identified asset for a period of time in exchange for consideration. Determining

whether there is a right of control involves the assessment of whether the contract involves the use of an

identified asset, whether the Group has the right to obtain substantially all of the economic benefits from use

of that asset through the period of use, and whether the Group has the right to direct the use of the asset.

As a lessee

The Group recognises a right-of-use asset and a lease liability at the lease commencement date.

The right-of-use asset is initially measured at cost net of any lease incentives received and is subsequently

depreciated using the straight-line method from the commencement date to the end of the lease term.

The lease liability is initially measured at the present value of the lease payments that are not paid at the

commencement date, discounted at the Group’s incremental borrowing rate or the interest rate implicit in the

lease, if this can be determined. The lease liability is measured at amortised cost using the effective interest

method. It is remeasured when there is a change in future lease payments arising from a change in an index

or rate or if the Group changes its assessment of whether it will exercise a purchase, extension or termination

option, with a corresponding adjustment made to the carrying value of the right-of-use asset.

The Group has elected not to recognise right-of-use assets and lease liabilities for short term leases (lease

term less than 12 months) or leases of low-value assets.

NZX Annual Report 2020
73

Detail of leases for which the Group is a lessee is presented below:

Right-of-use assets

Property

leases

$000

Other leases

$000

Total

$000

Balance at 1 January 20196,244336,277

Additions during the year14673687

Depreciation expense for the year(974)(164)(1,138)

Balance at 31 December 20195,2845425,826

Additions during the year1,830-1,830

Derecognition during the year(1,312)-(1,312)

Depreciation expense for the year(997)(239)(1,236)

Balance at 31 December 20204,8053035,108

Other leases includes leases of IT and office equipment.

During the year, the Group:

• renewed the Albany office lease, which resulted in an addition to the right-of-use assets and lease liabilities;

and

• renewed its Wellington office leases. One lease was renewed with an extended lease term, which resulted

in an addition to the right-of-use assets and lease liabilities. The remaining lease was renewed with a

reduction in lease term, which resulted in a derecognition from the right-of-use assets and lease liabilities.

The derecognition impact was a net gain on lease modification which is recognised in the income statement.

The Group also entered into a new office lease agreement commencing 1 August 2021 as a lessee, to replace

the existing Auckland office lease which expires on 31 August 2021. An addition to the right-of-use assets and

lease liabilities will be recognised on commencement of the lease.

NZX Annual Report 2020
74

Lease liabilities

31 December

2020

$000

31 December

2019

$000

Maturity analysis - contractual undiscounted cash flows

Up to one year1,6271,801

One to two years1,0471,379

Two to five years2,6053,591

More than five years2,8803,406

Total undiscounted lease liabilities8,15910,177

Lease liabilities included in the statement of financial position7,1048,611

Current1,3881,439

Non-current5,7167,172

Property leases for the Group's Wellington and Auckland offices give the Group the right to renew the lease

at the end of the current contracted period for a further 6 year term.

As a lessor

On entering into a lease as a lessor, the Group assesses whether the lease transfers to the lessee substantially

all of the risk and rewards of ownership of the underlying asset. Where such a transfer is assessed to occur, the

lease is recognised as a finance lease; otherwise it is recognised as an operating lease.

Where the Group is an intermediate lessor, its interest in the head lease and the sub-lease are accounted for

separately, with the sub-lease classification assessed with reference to the right-to-use asset arising from the

head lease.

The Group recognises lease payments received under operating leases as income on a straight-line basis over

the lease term as part of other corporate revenue.

The Group had sub-leased part of one of its property leases until June 2020. The sub-lease was for a short

term period and therefore did not transfer substantially all of the risks and rewards of the underlying asset and

was classified as an operating lease accordingly. Income related to this short term sub-lease for the current

year was $142,000 (2019: $278,000). A maturity analysis of operating lease payments, showing the

undiscounted lease payments to be received after the reporting date is set out below:

31

December

2020

$000

31 December

2019

$000

Maturity analysis - contractual undiscounted cash flows

Up to one year-69

Total undiscounted lease liabilities at period end-69

NZX Annual Report 2020
75

7. Segment reporting

The Group has five revenue generating segments, as described below, which are the Group‘s strategic

business areas, and a corporate segment which has limited revenue but includes all costs that are shared

across the organisation.

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief

Operating Decision Maker (CODM). The CODM, who is responsible for allocating resources and assessing

performance of the operating segments, has been identified as the Group CEO. The CODM assesses

performance of the combined Markets businesses (i.e. the Issuer Relationships, Secondary Markets and Data

& Insights revenue generating segments) as a single segment, being an integrated business that supports the

growth of New Zealand capital markets. The performance of Funds Management, Wealth Technologies and

Corporate businesses are assessed separately.

Additionally, during the year the Group introduced a new regulatory model and incorporated NZX Regulation

Limited, as a stand-alone, independently-governed agency which performs all of NZX’s front line regulatory

functions, resulting in the structural separation of the Group's commercial and regulatory roles. Consequently

the CODM for the Regulation business is the NZX Regulation Limited CEO.

The reportable segments are:

• Markets:

• Issuer Relationships - provider of issuer services for current and prospective customers;

• Secondary Markets - provider of trading and post-trade services for securities and derivatives markets

operated by NZX, and the provider of a central securities depository. As well as, Market operator for

Fonterra Co-Operative Group, the Electricity Authority and the Ministry for the Environment;

• Data & Insights - provider of information services for the securities and derivatives markets, and analytics

for New Zealand's dairy sector;

• Funds Management - provider of superannuation funds, KiwiSaver funds and exchange traded funds; and

• Wealth Technologies - funds administration provider and custodian.

The Group’s revenue is allocated into each of the reportable segments (including an internal allocation of

annual listing fees and annual participants fees to NZ RegCo). Expenses incurred are allocated to the

segments only if they are direct and specific expenses to one of the segments. The remaining expenses that

relate to activities shared across the group are reported in the corporate segment.

The Group's assets and liabilities are allocated into each of the revenue generating segments, apart from

those assets and liabilities that are utilised on a shared basis, which are allocated to the corporate segment.

NZX Annual Report 2020
76

Segmental information for the year ended 31 December 2020

Issuer

Relation

ships

$000

Secondary

Markets

$000

Data &

Insights

$000

Markets

sub-total

$000

Funds

$000

Wealth

Tech.

$000

Corporate

$000

NZX

Commercial

Operations

sub-toal

$000

Regulation

$000

NZX

Group

Total

$000

Operating

revenue15,19227,34316,14658,68113,6692,42520574,9803,44678,426

Operating

expenses(15,253)(8,071)(2,689)(15,072)(41,085)(2,945)(44,030)

Operating

earnings

(EBITDA)

1

43,4285,598(264)(14,867)33,89550134,396

Segment

assets154,74643,09017,49531,026246,357297246,654

Segment

liabilities(117,716)(7,244)(71)(53,694)(178,725)(298)(179,023)

Net assets37,03035,84617,424(22,668)67,632(1)67,631

1 EBITDA is not a defined performance measure in NZ IFRS. Please refer to Note 2 for more information.

Segmental information for the year ended 31 December 2019

Restated

Issuer

Relation

ships

$000

Secondary

Markets

$000

Data &

Insights

$000

Markets

sub-total

$000

Funds

$000

Wealth

Tech.

$000

Corporate

$000

NZX

Commercial

Operations

sub-toal

$000

Regulation

$000

NZX

Group

Total

$000

Operating

revenue

14,88721,87014,93451,69112,8811,69347566,7402,80869,548

Operating

expenses

(12,890)(6,833)(2,573)(13,010)(35,306)(2,878)(38,184)

Operating

earnings

(EBITDA)

1

38,8016,048(880)(12,535)31,434(70)31,364

Segment

assets

127,76840,82813,31930,429212,344227212,571

Segment

liabilities

(89,347)(5,656)(885)(52,494)(148,382)(271)(148,653)

Net assets38,42135,17212,434(22,065)63,962(44)63,918

1 EBITDA is not a defined performance measure in NZ IFRS. Please refer to Note 2 for more information.

Geographical information

In presenting information on the basis of geographical segments, segment revenue is based on the

geographical location of customers. Segment non-current assets are based on the geographical location of the

assets.

NZX Annual Report 2020
77

Revenue

2020

$000

2019

$000

New Zealand65,05053,781

Australia3,4384,135

Other9,93811,632

Total revenue78,42669,548

Non-current assets

2020

$000

2019

$000

New Zealand78,35576,158

Total non-current assets78,35576,158

8. Operating revenue

Revenue is recognised when an entity satisfies the performance obligation and transfers control of goods or

services to a customer. Revenue is recognised at the amount of transaction price allocated to the performance

obligation. The specific revenue recognition criteria for the classes of revenue are as follows:

i.Issuer Relationships

• Issuer fees consists of revenue from annual listing fees (net of an allocation to NZ RegCo), initial listing

fees and subsequent capital raising fees. Initial and subsequent listing fees are recognised when the

listing or subsequent capital raising event has taken place. Annual listing fees are billed on 30 June for

the following 12 month period and are recognised on a straight line basis over this 12 month period.

ii.Secondary Markets

• Participant services consist of annual participant fees (net of an allocation to NZ RegCo) and initial

participant fees. Initial participant fees are recognised when the participant's application has been

approved. Annual participant fees are billed on 30 June for the following 12 month period and are

recognised on a straight line basis over this 12 month period.

• Securities trading fees arise from the trading of debt and equities securities, which are recognised at

trade date.

• Securities clearing fees relate to debt and equity clearing and settlement, which are recognised at

settlement date (currently two days after initial trade date).

• Dairy Derivatives fees relate to the trading and clearing of derivatives and commodities, which are

recognised at trade date. Fees for derivative market settlement are recognised at settlement date

(currently one day after contract expiry date).

• Market Operations revenue arises from the provision of post-trade systems and technology services for

both the energy and the Fonterra Shareholders markets, and from the provision of advisory and

development services for both the energy market and New Zealand’s Emissions Trading Scheme

managed auction services. Revenues are recognised over the period the service is provided.

NZX Annual Report 2020
78

iii. Data & Insight

• Securities information revenue relates to the provision of securities and derivatives market data, which

is recognised over the period the service is provided.

• Dairy data subscription revenue relates to the provision of data and analysis for New Zealand's dairy

sector, which is recognised over the period the service is provided.

• Connectivity revenue relates to the provision of connectivity and access to the NZX operated markets

for market participants and data vendors, which is recognised over the period the service is provided.

iv. Funds Management

• Funds management revenue relates to funds under management based fees and administration fees,

which are recognised over the period the service is provided.

v.Wealth Technologies

• Wealth Technologies revenue relates to platform administration fees and development fees, which are

recognised over the period the service is provided.

vi. Regulation

• Regulatory services fees (including Issuer Compliance, Participant Compliance and Surveillance

services) are recognised when the service is provided. Additionally, there is an allocation of annual

listing fees and annual participant fees for regulatory services provided to Issuer Relationships and

Secondary Markets.

vii. Corporate

• Other Corporate revenue relates to miscellaneous services provided by the Group (including

advertising on nzx.com and sublease of excess office space), which is recognised over the period the

service is provided.

NZX Annual Report 2020
79

2020

$000

2019

$000

Listing fees15,19214,887

Total Issuer Relationships revenue15,19214,887

Participant services738687

Securities trading5,5323,831

Securities clearing8,7466,045

Dairy derivatives1,3061,528

Market operations11,0219,779

Total Secondary Markets revenue27,34321,870

Securities information13,16612,102

Dairy data subscriptions607727

Connectivity revenue2,3732,105

Total Data & Insights revenue16,14614,934

Funds Management revenue13,66912,881

Wealth Technologies revenue2,4251,693

Issuer compliance727524

Participant compliance157144

Surveillance791566

Listing fees & participants services1,7711,574

Total Regulation revenue3,4462,808

Other Corporate revenue205475

Total operating revenue78,42669,548

NZX Annual Report 2020
80

9. Operating expenses

2020

$000

2019

$000

Gross personnel costs(34,015)(28,927)

Less capitalised labour5,9254,288

Personnel costs(28,090)(24,639)

Information technology(9,292)(7,047)

Professional fees(3,262)(2,180)

Marketing(1,076)(1,308)

Directors' fees(450)(418)

Remuneration paid to Group auditors(224)(200)

Other operating expenses(2,994)(3,308)

Capitalised overheads1,358916

Total operating expenses(44,030)(38,184)

There has been no change to the annual fee per director and number of directors in 2020. The increase in

directors' fees is due to the appointment of two directors during 2019.

Remuneration paid to Group auditors

2020

$000

2019

$000

Audit and review of NZX Group and subsidiary statutory financial statements(177)(156)

Total audit fees(177)(156)

Annual operational audit of the Clearing House(39)(36)

Annual depository assurance engagement of New Zealand Depository Limited(5)(5)

Net Tangible Assets procedures engagement of Smartshares Limited(3)(3)

Total other audit related services(47)(44)

Total remuneration paid to Group auditors(224)(200)

10. Net finance expense

2020

$000

2019

$000

Interest income8391,033

Interest on lease liabilities(395)(414)

Other interest expense(2,377)(2,572)

Amortised borrowing costs(77)(77)

Realised gain on investment26

Net (loss)/gain on foreign exchange(29)(129)

Net finance expense(2,037)(2,153)

NZX Annual Report 2020
81

11. Funds held on behalf of third parties

31 December

2020

$000

31 December

2019

$000

Bond deposits1,7351,385

Collateral deposits88,12762,519

Funds held on behalf of clients14,82215,763

104,68479,667

The bond deposits represent balances deposited by issuers, required as a condition of listing on NZX's

markets. Funds lodged as bond deposits are interest bearing and are recognised at the amounts deposited

which represent fair value. There is an equal and opposite amount disclosed under current liabilities for the

total amount repayable to issuers.

The collateral deposits represent balances deposited by participants to cover margins on outstanding

settlement obligations for cash market and derivative contracts, as well as mutualised default fund

contributions. Funds lodged as margin collateral and mutualised default fund contributions are interest

bearing and are recognised at the amounts deposited which represent fair value. Interest earned on collateral

deposits and mutualised default fund contributions is returned to participants. A collateral management fee

is charged for collateral deposits only. There is an equal and opposite amount disclosed under current

liabilities for the total amount repayable to participants.

The funds held on behalf of clients represent balances deposited by participants in addition to their collateral

deposits or mutualised default fund contributions. The funds are lodged in an interest bearing account and

are recognised at the amount deposited which represents fair value. Interest earned on these funds is returned

to participants. There is an equal and opposite amount disclosed under current liabilities for the total amount

repayable to participants.

12. Taxation

Tax expense comprises current and deferred tax. Current and deferred tax is recognised as an expense or

income in the Income Statement, as there is no current or deferred tax related to items credited or debited

directly to equity or other comprehensive income.

Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the

taxable profit or loss for the year, using tax rates enacted or substantively enacted by the reporting date, and

any adjustment to tax payable in respect of previous years. Current tax for current and prior periods is

recognised as a liability (or asset) to the extent that it is unpaid (or refundable).

Deferred tax is recognised in respect of temporary differences arising from differences between the carrying

amount of assets and liabilities in the financial statements and the corresponding tax base of those items.

In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets

are recognised to the extent that it is probable that sufficient taxable income will be available against which

deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax

assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial

recognition of assets and liabilities (other than as a result of a business combination) which affects neither

NZX Annual Report 2020
82

taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to

taxable temporary differences arising from the initial recognition of goodwill.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s)

when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that

have been enacted or substantively enacted by the reporting date. The measurement of deferred tax

liabilities and assets reflects the tax consequences that would follow from the manner in which the Group

expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset when they relate to

income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and

liabilities on a net basis.

a.Income tax expense recognised in profit or loss

2020

$000

2019

$000

Tax expense comprises:

Current tax expense6,7595,623

Prior period adjustment-5

Deferred tax relating to the origination and reversal of temporary differences279260

Total tax expense7,0385,888

The prima facie income tax expense on pre-tax accounting profit from continuing operations reconciles to the

income tax expense in the financial statements as follows:

2020

$000

2019

$000

Profit before income tax expense24,62420,533

Income tax calculated at 28%(6,895)(5,749)

Non-deductible expenses(143)(134)

(7,038)(5,883)

Under provision of income tax in prior year-(5)

(7,038)(5,888)

b. Current tax liabilities

2020

$000

2019

$000

Balance at beginning of the year(1,776)(2,222)

Current year charge(6,759)(5,623)

Prior period adjustment6135

Tax paid6,2006,034

Balance at end of year(2,274)(1,776)

NZX Annual Report 2020
83

c.Deferred tax liability

2020

$000

2019

$000

Balance at beginning of the year(3,366)(3,066)

Current year movement(279)(260)

Prior period adjustments(61)(40)

Balance at end of the year(3,706)(3,366)

Deferred tax balance comprises:

Employee entitlements1,089734

Doubtful debts6574

Property, plant and equipment, and software(5,455)(5,091)

Leases521772

Other74145

(3,706)(3,366)

d. Imputation credit account

2020

$000

2019

$000

Imputation credits available for use in subsequent reporting periods12,7259,942

13. Earnings per share and net tangible assets per share

i.Earnings per share

Basic earnings per share is calculated by dividing the profit for the year by the weighted average number of

ordinary shares outstanding during the period. An adjustment to take into account the shares and rights

issued under the various employee share plans (refer to Notes 20 and 22) is made to the weighted average

number of shares used in the calculation of the diluted earnings per share.

a. Basic earnings per share

2020

2019

Profit for the year ($000)17,58614,645

Weighted average number of ordinary shares for the purpose of earnings per share (in thousands)277,201274,293

Basic earnings per share (cents per share)6.35.3

b. Diluted earnings per share

2020

2019

Profit for the year ($000)17,58614,645

Weighted average number of ordinary shares for the purpose of earnings per share (in thousands)280,228277,313

Fully diluted earnings per share (cents per share)6.35.3

NZX Annual Report 2020
84

ii.Net tangible assets per share

Basic net tangible assets per share is calculated by dividing the net tangible assets at year end by the

weighted average number of ordinary shares outstanding during the period. An adjustment to take into

account the shares and rights issued under the various employee share plans (refer to Notes 20 and 22) is

made to the weighted average number of shares used in the calculation of the diluted net tangible assets per

share.

a. Basic net tangible assets per share

2020

$000

2019

$000

Net assets67,63163,918

Less:

Goodwill(30,222)(30,222)

Intangible assets(40,879)(37,498)

Net tangible assets(3,470)(3,802)

Weighted average number of ordinary shares for the purpose of net tangible assets per share (in

thousands)

277,201274,293

Basic net tangible assets per share (cents per share)(1.25)(1.39)

b. Diluted net tangible assets per share

2020

$000

2019

$000

Net assets67,63163,918

Less:

Goodwill(30,222)(30,222)

Other intangible assets(40,879)(37,498)

Net tangible assets(3,470)(3,802)

Weighted average number of ordinary shares for the purpose of net tangible assets per share (in

thousands)

280,228277,313

Fully diluted net tangible assets per share (cents per share)(1.24)(1.37)

NZX Annual Report 2020
85

14. Cash and cash equivalents and cash flow reconciliation

a.Cash and cash equivalents

Cash comprises:

31 December

2020

$000

31 December

2019

$000

Cash at bank18,97512,940

Bank deposits13,80014,800

Cash and cash equivalents32,77527,740

Cash at bank - restricted10,00010,000

Bank deposits - restricted10,00010,000

Cash and cash equivalents - restricted20,00020,000

Cash and cash equivalents - total52,77547,740

Restricted cash and cash equivalents relates to balances held for risk capital requirements by the Clearing

House and is not available for general cash management use by the Group.

b. Reconciliation of profit for the year to net cash provided by operating activities

31 December

2020

$000

31 December

2019

$000

Profit for the year17,58614,645

Adjustments for:

Share based payment arrangements889714

Depreciation and amortisation expense8,2938,595

Amortisation of borrowing costs5755

Disposal of business-77

Gain on lease modification(558)-

Decrease/(Increase) in receivables and prepayments(1,834)161

Increase in trade payables and other liabilities5,963689

Increase/(Decrease) in current tax liability498(446)

Increase in deferred tax liability340300

Net cash provided by operating activities31,23424,790

NZX Annual Report 2020
86

15. Receivables and prepayments

Receivables and prepayments are initially recognised at the fair value of the amounts to be received. They are

subsequently measured at amortised cost (using the effective interest method) less impairment losses, if any.

31 December

2020

$000

31 December

2019

$000

Trade receivables5,6264,516

Provision for doubtful debts(233)(265)

Net trade receivables5,3934,251

Prepayments2,9202,260

Accrued interest132236

Accrued income2,3952,259

Total current receivables and prepayments10,8409,006

Movement in provision for doubtful debts

The Group maintains a provision for doubtful debts when there is objective evidence of its customers being

unable to make required payments and also makes a provision for doubtful debts on all balances greater than

60 days overdue.

2020

$000

2019

$000

Balance at beginning of the year(265)(319)

Amounts written off during the year(4)116

(Increase)/decrease in provision recognised in profit or loss36(62)

Balance at end of the year(233)(265)

16. Property, plant and equipment

Property, plant and equipment is carried at cost less accumulated depreciation and impairment. The cost of

the assets is the value of the consideration given to acquire the assets and the value of other directly

attributable costs incurred in bringing the assets to the location and condition necessary for their intended use.

Depreciation is recognised in the Income Statement and is calculated on a straight line basis so as to write off

the net cost of each asset over its expected useful life to its estimated residual value. Leasehold

improvements are depreciated over the period of the lease or estimated useful life, whichever is the shorter,

using the straight line method. The estimated useful lives, residual values and depreciation method are

reviewed at the end of each annual reporting period.

The following estimated useful lives are used in the calculation of depreciation:

• Computer equipment: 3 - 7 years

• Furniture and equipment: 2 - 10 years

NZX Annual Report 2020
87

• Leasehold improvements: 5 - 10 years

• Motor vehicles: 3 years

Computer

equipment

$000

Furniture

and

equipment

$000

Leasehold

improvements

$000

Motor

Vehicles

$000

Capital work

in progress

$000

Total

$000

Gross carrying amount

Balance at 1 January 20194,6511,5592,328-8569,394

Additions23476-45353708

Transfers from WIP679-405-(1,084)-

Balance at 31 December 20195,5641,6352,7334512510,102

Additions43039--138607

Reclassified to Intangible----(124)(124)

Transfer from WIP11--(2)-

Balance at 31 December 20205,9951,6752,7334513710,585

Accumulated depreciation

Balance at 1 January 20194,2161,4101,008--6,634

Depreciation expense4539229615-856

Balance at 31 December 20194,6691,5021,30415-7,490

Depreciation expense5418330718-949

Balance at 31 December 20205,2101,5851,61133-8,439

Net Book Value

As at 1 January 20194351491,320-8562,760

As at 31 December 20198951331,429301252,612

As at 31 December 2020785901,122121372,146

17. Trade payables

Trade payables and accruals are initially recognised at fair value less transaction costs (if any). They are

subsequently measured at amortised cost using the effective interest method.

31 December

2020

$000

31 December

2019

$000

Trade payables1,567586

Goods and services tax payable639534

Accrued expenses5,3952,585

Accrued interest8377

7,6843,782

NZX Annual Report 2020
88

18. Other liabilities

31 December

2020

$000

31 December

2019

$000

Employee benefits5,9374,277

Unearned income7,7617,899

Other current liabilities478100

Total current other liabilities14,17612,276

Non-current employee benefits484323

Total non-current other liabilities484323

Total other liabilities14,66012,599

19. Interest bearing liabilities

31 December

2020

$000

31 December

2019

$000

Subordinated notes40,00040,000

Total drawn debt40,00040,000

Capitalised borrowing costs (net of amortisation)(1,089)(1,148)

Net interest bearing liabilities38,91138,852

a.Subordinated notes

The subordinated notes have a 15 year term, maturing 20 June 2033, with election dates at 5 yearly intervals

from the issue date until maturity. The current interest rate (5.40%) is fixed until the first election date (20 June

2023), at which point it may be reset. Investors will also have the option to redeem their subordinated notes

on each election date.

NZX may defer the payment of interest at any time at its discretion, but will be subject to penalty interest of

an additional 4.0% per annum until the next interest payment date at which unpaid and deferred interest is paid.

The terms of the subordinated notes offer include a financial covenant requiring that debt that ranks in

priority to the subordinated notes, less unrestricted cash, may not exceed 1.5 times operating earnings (being

EBITDA and non-cash items, and capital gains/losses). A breach of the financial covenant is not an event of

default, but may prevent NZX paying dividends to shareholders, if it has failed on two consecutive test dates.

The subordinated notes financial covenant has been met throughout the year.

The subordinated notes have been recognised initially at fair value less directly attributable transaction costs,

and are subsequently measured at amortised cost using the effective interest method, as required by NZ IFRS

9.

b. Bank overdraft and revolving credit facilities

The Group has access to an overdraft facility to allow the Group flexibility in its working capital management.

The facility limit is $3.0 million (2019: $3.0 million) and has an expiry date of 15 January 2022 (extendable by

NZX Annual Report 2020
89

mutual agreement). The bank may require repayment by making a written demand. The effective interest rate

of the facility at 31 December 2020 was 3.19% (2019: 4.28%). The overdraft facility was undrawn at 31 December

2019 and 2020.

The Group also has access to a revolving credit facility to provide the Group with additional flexibility in its

working capital management. The facility limit is $3.0 million (2019: $3.0 million) and has an expiry date of

15 January 2022 (extendable by mutual agreement). No amount was drawn down at 31 December 2020 and

2019.

The bank overdraft and revolving credit facilities are unsecured and contain two financial covenants which

have been met throughout the year:

• The ratio of interest bearing debt to EBITDA shall not exceed 3.5 times; and

• The ratio of EBITDA to interest shall exceed 4.0 times.

20. Shares on issue

The Company had 278,001,131 fully paid ordinary shares as at 31 December 2020 (2019: 275,684,278 fully

paid ordinary shares). The holders of ordinary shares are entitled to receive dividends as declared and are

entitled to one vote per share at meetings.

The Dividend Reinvestment Plan applied to all dividends paid during the year (2019: all dividends) resulting

in the issue of 1,504,877 ordinary shares (2019: 3,614,484). Additionally 811,976 shares (2019: 298,425) were

issued as share based payments - refer to Note 22.

At 31 December 2020 the Company has nil restricted shares (2019: 796,938 restricted shares) on issue under

the NZX Limited employee share plan - Team and Results held by entities within the Group. All shares issued

under the employee share plan are subject to transfer conditions and eligibility criteria before they are able

to vest as ordinary shares. Until those transfer conditions and/or eligibility criteria are met, none are quoted

on the NZX Main Board. Refer to Note 22.

As at 31 December 2020, the Company has 4,994,624 performance rights on issue under the Long Term

Incentive Plan (2019: 3,053,459) to the members of its executive and management teams and to its CEO

pursuant to its Long Term Incentive Plan. The performance rights give the holder options to acquire ordinary

shares in the Company, which may be exercised if certain performance hurdles are met and the performance

rights vest. Until the performance rights vest, none are quoted on the NZX Main Board. Refer to Note 22.

NZX Annual Report 2020
90

Movement in share capital:

Number$000

Balance at 1 January 2019271,771,36951,066

Issue of ordinary shares3,912,9093,834

Share based payments accrual-695

Cancellation of non-vesting shares-(72)

Balance at 31 December 2019275,684,27855,523

Issue of ordinary shares2,316,8532,148

Share based payments accrual-976

Cancellation of non-vesting shares-(130)

Balance at 31 December 2020278,001,13158,517

21. Dividends

20202019

For year

ended

Cents per

share

Total $000Cents per

share

Total $000

Dividends paid

March 2019 - Final31 Dec 183.18,425

September 2019 - Interim31 Dec 193.08,237

March 2020 - Final31 Dec 193.18,546

September 2020 - Interim31 Dec 203.08,321

Total dividends paid for the year6.116,8676.116,662

The Dividend Reinvestment Plan applied to all dividends (fully imputed) paid during the year (2019: all dividends).

Refer to Note 27 for details of the final 2020 dividend.

22. Share based payments

a.CEO Long Term Incentive Plan

During the period there were no changes in the CEO Long Term Incentive Plan.

In 2018, the CEO was issued 1,177,894 performance rights under a long term incentive plan (CEO Long Term

Incentive Plan). Each of these performance rights will give the CEO an option to acquire one ordinary share

in NZX. The CEO may exercise the options if the performance rights vest. Vesting of the performance rights

is dependent on NZX meeting performance hurdles in respect of total shareholder return (TSR) growth and

earnings per share (EPS) growth, and on the CEO remaining an employee of the NZX Group for the duration

of the five year vesting period.

Vesting of half the performance rights is dependent on TSR growth over the vesting period. TSR growth of

9.29% per annum would result in 50% of the TSR growth related performance rights being vested; TSR

NZX Annual Report 2020
91

growth of 11.29% would result in 100% being vested; and TSR growth between 9.29% and 11.29% results in

between 50.1% to 99.9% being vested on a linear, pro-rata basis.

Vesting of the other half of the performance rights is dependent on EPS growth over the performance period

from 1 January 2018 to 31 December 2021. EPS growth of 8% per annum would result in 50% of the EPS

growth related performance rights being vested; EPS growth of 16% would result in 100% being vested; and

EPS growth between 8% and 16% results in between 50.1% to 99.9% being vested on a linear, pro-rata basis.

The five year vesting period is from 6 April 2017 to 6 April 2022.

There is a $4,000,000 cap on the maximum value of performance rights that can vest.

The cost of the performance rights is measured based on the fair value at the date granted using an

appropriate pricing model. The cost is recognised over the five year term, with a corresponding increase in

equity. The cumulative expense at each reporting date reflects the extent to which the vesting period has

expired and is the best estimate of the number of performance rights that will vest. The expense or credit in

the reporting period is the movement in cumulative expense and is recognised in personnel costs.

b. Employee and other restricted shares

NZX Limited employee share plan - Team and Results

The NZX Limited employee share plan – team and results (Team and Results Plan) was implemented in May

2010 and was replaced in 2018 by the NZX Employee Longer Term Incentive Plan as explained below.

Under the terms of the Team and Results Plan, NZX offered selected employees (Participants) non-

participating redeemable shares (Restricted Shares) which will be reclassified as NZX ordinary shares at the

completion of the term of the Team and Results Plan, subject to certain eligibility and transfer conditions.

Both the Team and Results components of the Team and Results Plan were offered on terms of three years.

If the eligibility or transfer conditions are not met, the Restricted Shares are redeemed by NZX. The proceeds

from the redemption of the Restricted Shares will be applied in repayment of the Loan, which will discharge

any obligation on the Participant to repay the Loan. Following redemption, the Participant will not receive any

entitlements, such as distributions or dividends, issued in respect of the Restricted Shares. The effect of this

is that the Participant receives no shares or cash and the Loan is repaid.

Details of transfers of shares to NZX employees and redemptions of shares under the Team and Results Plan

during the year are set out below:

NZX Annual Report 2020
92

Number of

shares

000

Average

share price

$

Balance at 1 January 20192,3311.04354

Redemptions(1,256)1.06489

Shares transferred to NZX employees(279)1.02151

Balance at 31 December 20197961.01759

Redemptions(59)1.01638

Shares transferred to NZX employees(737)1.01638

Balance at 31 December 2020--

Total financial assistance provided by NZX under the Team and Results Plan as at 31 December 2020 was

$nil (2019: $810,000).

NZX Employee Long Term Incentive Plan

A replacement NZX employee long term incentive plan was implemented in 2018 (NZX Employee Long Term

Incentive Plan). Under the terms of the NZX Employee Long Term Incentive Plan, NZX offers selected

employees performance rights, which are subject to certain entitlement criteria before performance rights may

vest and the holder can acquire shares in NZX. Once vested and exercised the performance rights entitle the

holder to receive one share for each performance right. If the vesting conditions are not met or waived, the

performance rights will lapse.

NZX Employee Long Term Incentive Plan is offered on a three to five year term, with 1,981,961 performance

rights issued to participants during 2020 (2019: 1,041,526).

The cost of the performance rights is measured based on the fair value at the date granted using an

appropriate pricing model. The cost is recognised over the term of the scheme, with a corresponding increase

in equity. The cumulative expense at each reporting date reflects the extent to which the vesting period has

expired and is the best estimate of the number of performance rights that will vest. The expense or credit in

the reporting period is the movement in cumulative expense and is recognised in personnel costs.

NZX Employee Shares

During the year $1,000 (gross) worth of NZX ordinary shares were issued to each new employee to encourage

staff engagement and shareholder alignment.

23. Financial instruments

The Group’s activities expose it to a variety of financial risks including credit risk, liquidity risk and market risk

(including foreign currency risk and interest rate risk).

The board of directors has overall responsibility for the establishment and oversight of the Group’s risk

management framework, including the management of financial risk. The board has established an Audit and

Risk Committee (Committee), which is responsible for developing and monitoring the Group’s financial risk

management policies (except for those relating to clearing and settlement activities discussed below). The

Committee reports regularly to the board of directors on its activities.

The Group undertakes securities clearing and settlement activities for the listed equities, debt and derivatives

markets through its clearing house New Zealand Clearing and Depository Corporation Limited (NZCDC or the

NZX Annual Report 2020
93

Clearing House). These activities expose NZCDC and the Group to several significant financial risks.

Management of these risks is the responsibility of the Clearing Committee of the NZX Board as well as the

board of directors of NZCDC. Regular reporting is provided to the NZX Board on the risk management activities.

The specific financial risks faced by the Group, the way in which they are managed and their impact on the

financial statements are discussed below.

a.Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails

to meet its contractual obligations. Credit risk arises from three principal sources:

• Receivables from customers arising in the normal course of business;

• Investment of surplus cash with financial institutions;

• The activities of the Clearing House, which is discussed separately in section (g).

Excluding Clearing House activities, NZX has no significant concentrations of credit risk from general

customers, with receivable balances spread across a broad portfolio of customers. NZX does not require

collateral to be provided against receivables incurred in the ordinary course of business, although listed

issuers and participants in NZX's equity and debt markets are required to provide a bond that may be called

upon in the event of default on financial obligations.

The status of trade receivables at the reporting date was as follows:

31 December

2020

$000

31 December

2019

$000

Not past due5,2653,944

Past due 0 - 30 days142157

Past due > 30 days219415

Gross trade receivables5,6264,516

In summary, trade receivables are determined to be impaired as follows:

31 December

2020

$000

31 December

2019

$000

Gross trade receivables5,6264,516

Individual impairment(228)(221)

Collective impairment(5)(44)

Net trade receivables5,3934,251

The movement in the provision for doubtful debts in respect of trade and other receivables during the year

is set out in note 15.

NZX Annual Report 2020
94

For investment of surplus cash balances, the Group follows treasury policies that require investments to be

held only with high credit quality counterparties and sets limits on the Group's exposure to individual

counterparties. The individual counterparty limits are set as follows:

• The greater of $10 million or 60% of cash and cash equivalents for registered banks that operate in New

Zealand with a minimum credit rating of AA-; and

• 30% of total cash and cash equivalents for other institutions with a minimum credit rating of A- (the total

exposure for other institutions cannot exceed 50% of the total cash and cash equivalents).

b. Foreign exchange risk

NZX primarily derives revenues and incurs expenses in NZD. In a minority of cases, however, receipts and

payments are in foreign currencies (principally USD). NZX utilises foreign currency receipts to offset purchases

denominated in foreign currencies. The Group determines forward exposures, and considers these in line with

internal policies and procedures. It may enter into forward exchange agreements to keep any exposure to an

acceptable level, though no such contracts were considered necessary in the current or prior financial year.

Monetary assets and liabilities are kept to an acceptable level by buying or selling foreign currencies at the spot

rate.

c.Interest rate risk

NZX is exposed to interest rate risk in that future interest rate movements will affect the interest that it pays

on interest bearing liabilities. NZX does not currently use any derivative products to manage interest rate risk.

The Group's investment assets, particularly those designated as risk capital, are generally required to be

readily convertible into cash. These are therefore held as bank deposits at floating rates of interest or invested

in short term interest bearing assets for up to 12 months. This reduces the risk of movements in the market

value of financial investments, but increases the Group's exposure to changes in cash flows as a result of

short term movements in interest rates.

The interest period for the Subordinated Note ($40m) is fixed until the first election date (20 June 2023) at

which point the interest rate may be rest (refer to note 19).

As at balance date, none of the Group's investments were subject to interest periods of greater than 12 months.

An analysis of the sensitivity of the Group's earnings to movements in interest rates is shown below. As at

both 31 December 2020 and 2019 the Group's interest bearing assets exceeded its interest bearing

liabilities, hence an increase in interest rates would have had a positive impact on earnings.

2020

$000

2019

$000

Effect on net profit before income tax:

1% increase in interest rate242403

1% decrease in interest rate(242)(403)

This above information is calculated using the Group's cash balances, the Group's interest bearing liabilities,

and the bank balances of $10.3 million (2019: $31.2 million) held by the funds managed by the Group's

NZX Annual Report 2020
95

subsidiary, Smartshares Limited. The funds' bank balances are included as Smartshares Limited, as the

manager of these funds, is entitled to a fee equivalent to the interest on amounts held in respect of

distributions received (including distributions in respect of securities on loan under any securities lending

programme undertaken by the fund) and interest earned on application monies.

d. Liquidity risk management

Liquidity risk is the risk that the Group will be unable to realise its assets on a sufficiently timely basis to meet

its financial liabilities as they fall due. Liquidity risk arises from the general activities of the Group as well as in

specific situations in the operation of the Clearing House. Clearing House liquidity risk is discussed in section

(g).

The Group manages its general liquidity risk by maintaining adequate cash reserves, maintaining a sufficient

term to maturity for its interest bearing liabilities and maintaining adequate overdraft and working capital

facilities to provide it the flexibility to absorb predicted variability in cash flows. It continuously monitors

forecast and actual cash flows to assist with determining the appropriate levels of cash reserves and borrowing

capacity.

The table below summarises the Group's exposure to liquidity risk based on the undiscounted contractual

cash flows and maturities of term debt.

Interest bearing liabilities

Total

contractual

cash flows

$000

Less than 1

year

$000

1-2 years

$000

2-5 years

$000

More than 5

years

$000

31 December 2020(67,000)(2,160)(2,160)(6,480)(56,200)

31 December 2019(69,160)(2,160)(2,160)(6,480)(58,360)

e.Accounting classification and fair values

The fair value of the financial instruments, which comprise cash and cash equivalents, funds held on behalf of

third parties, receivables, trade payables, other liabilities and interest bearing liabilities, approximates their

carrying amounts in these accounts, with the exception of the subordinated notes, which have a fair value of

$42.73 million (2019: $42.41 million).

f.Energy Clearing House

NZX, through its subsidiary Energy Clearing House Limited (ECH), is the electricity market operation service

provider responsible for ensuring that market participants pay or are paid the correct amount for the

electricity they generated or consumed during the previous month. ECH also manages the prudential security

requirements of participants, intended to ensure payers can meet their obligations in the market.

At 31 December 2020, ECH has outstanding payables and receivables for the purchase and sale of electricity,

and the settlement of transmission losses. These items are not recorded in the Group’s statement of financial

position, because the energy market participants have accepted the risks associated with electricity settlement.

In discharging its obligations under the Electricity Industry Participation Code, ECH is required to ensure that

purchasers maintain adequate levels of prudential security. Participants can comply with this obligation in a

number of ways, including third party guarantees, letters of credit and deposits of cash with the ECH.

NZX Annual Report 2020
96

ECH holds cash deposit security on trust, and does not recognise the security provided in its statement of

financial position. There was $13,943,292 cash held from such deposits at 31 December 2020 (2019: $9,593,377).

g. Clearing House counterparty credit risk

The Clearing House acts as a central counterparty to trades undertaken on NZX's financial products markets.

Trades that enter the Clearing House are immediately novated such that the Clearing House becomes the

buyer to every sell trade and the seller to every buy trade. As buy and sell settlement transactions that are

novated to the Clearing House offset each other, the Group is not directly exposed to price movements in the

underlying equities or derivatives.

For the period between trade date and settlement date, the Clearing House is exposed to credit risk on the

buy trade as participants could default on their obligations to deliver cash in exchange for the financial

products acquired by the Clearing House on the buy side of the trade.

Should the buying participant fail to deliver cash, the Clearing House must still meet its obligation to buy the

financial products from the selling participant. In this instance the Clearing House is subject to liquidity risk

as it may be unable to realise sufficient cash to pay for the financial products it is acquiring.

If the buying participant defaults on its obligation to deliver cash and the Clearing House acquires the

financial products, it then becomes exposed to market price risk on the financial products acquired. If the

price of the financial products falls, the Clearing House may incur a loss on the disposal of those financial products.

Credit risk

Counterparty credit risk is primarily managed in two ways. Firstly, through imposing requirements on

participants, including minimum capital adequacy requirements, that aim to ensure that participants maintain

sufficient capital and liquidity to meet their obligations to the Clearing House on an ongoing basis. Secondly,

through calculating margin requirements on participants' open positions and requiring participants to post

this margin as collateral as security for the trades. Margin requirements are calculated for each participant

based on that participant’s unsettled transactions in each financial product. Margin rates for each financial

product are based on the underlying characteristics of the financial product and its price volatility. Margin

requirements are calculated on a daily basis using current market prices. Each day, margin requirements are

compared to collateral held and a margin call made where necessary. Participants are then required to post

additional eligible collateral. Eligible collateral includes cash and financial products (including S&P/NZX 50

listed securities). Financial products provided as collateral are subject to a prudential value discount,

commonly referred to as a "haircut".

In addition, counterparty credit risk for the derivatives market is also managed through the mutualised

default fund. Derivatives Clearing Participants are required to make contributions to the mutualised default

fund based on the level of their uncovered stress losses. Contributions are recalculated on a quarterly basis,

or as required. Contributions must be provided in NZD or USD. The mutualised default fund can be applied

to meeting settlement obligations of a defaulting participant on the derivatives market.

The Group was also exposed to counterparty credit risk through New Zealand Clearing Limited (NZCL) by

acting as central counterparty for securities lending transactions. As NZCL was exposed to the full principal

value of each loan, NZCL required collateral to be posted equal to 105% of the loan. All loans were revalued

on a daily basis and additional collateral required where appropriate. NZCL ceased offering securities

borrowing and lending in March 2020.

NZX Annual Report 2020
97

The Clearing House is also subject to credit risk relating to the investment of cash with financial institutions,

including the Clearing House's own surplus cash and risk capital as well as the collateral and mutualised

default fund contributions. The Clearing House has its own treasury policy and investment policy to manage

the credit risk, including limits on the Clearing Houses' exposure to individual counterparts as follows:

• Unlimited for amounts held within New Zealand Depository Limited (NZDL) Exchange Settlement Accounts

(ESAS) at the Reserve Bank of New Zealand

• Up to $300 million and 50% of total exposure with registered banks with a minimum credit rating of AA

• Up to $200 million and 40% of total exposure with registered banks with a minimum credit rating of AA-

• Up to $75 million and 20% of total exposure with registered banks with a minimum credit rating of A+

• Up to $50 million and 20% of total exposure with registered banks with a minimum credit rating of A

The Clearing House must only invest in Reserve Bank of New Zealand or New Zealand registered banks,

except that foreign currency can be invested in foreign bank branches that are appointed as a settlement bank.

Liquidity risk

Liquidity risk is managed through a combination of the collateral held from participants, the Clearing House's

own cash reserves, a mutualised default fund applicable to the derivatives market and a specific liquidity

facility which provides short term liquidity in the event of a participant default.

Collateral from the defaulting participant would be applied towards meeting the settlement obligations on the

other side of the trade. The Clearing House also holds risk capital in cash and highly liquid investments, which

is available to meet the obligations of defaulted transactions. Additionally, derivatives Clearing Participants

provide contributions to a mutualised default fund which can be applied to meeting settlement obligations

of a defaulting participant on the derivatives market. As at 31 December 2020 the Clearing House held risk

capital of $20 million (31 December 2019: $20 million). In addition, on 30 December 2014 the Clearing House

entered into an agreement with a major New Zealand fund manager to provide liquidity support in the form

of $50 million of securities or cash. Use of this facility is limited to situations where a participant default has

occurred. The Clearing House may access the facility to obtain liquidity in the form of securities or cash,

collateralised against cash or eligible securities provided by the Clearing House to the Fund Manager. The

facility has been extended until 30 December 2021.

NZX Annual Report 2020
98

Market risk

The risk that the Clearing House will realise a loss from liquidating securities that it becomes the owner of as

a result of a participant default is managed by maintaining sufficient participant collateral and default capital

(i.e. risk capital and mutualised default fund capital) to absorb projected losses. Any losses incurred are

initially funded from the defaulting participant's margin collateral. Should this be insufficient to cover the

losses, then these must be met from the Clearing House's own risk capital. For the derivatives market, the

mutualised default fund will also be applied, with the defaulting participants contributions used first, followed

by $10m of the Clearing House's risk capital, then non-defaulting participants contributions, before the final

amount of the Clearing House's risk capital will be applied. The Clearing House regularly stress tests clearing

participant exposures against the total amount of margin collateral and default capital resources.

Clearing balances outstanding

31 Dec 2020

$000

31 Dec 2019

$000

Cash market transactions

1

NZCL to receive from Clearing Participants - in NZD25,56218,294

NZCL to pay to Clearing Participants - in NZD25,56218,294

Aggregate absolute value of all net outstanding cash market settlement transactions - in NZD66,42664,243

Securities loans

Total value of outstanding securities loans - in NZD-3,685

Derivative contracts

Absolute notional value of open derivative contracts - in USD98,87273,127

Absolute notional value of open derivative contracts - in NZD525,458440,553

Collateral held to cover outstanding settlement positions

Cash - in NZD66,82445,461

By way of performance bonds - in NZD--

Cash held in the form of mutualised default fund contributions - in NZD6,4563,692

1 All of these outstanding transactions were settled subsequent to 31 December 2020.

24. Related party transactions

a.Transactions with key management personnel

Key management personnel comprises the Group’s senior management team. Key management personnel

compensation comprised the following:

2020

$000

2019

$000

Short-term employee benefits4,6404,548

Long-term employee benefits161161

Share-based payments497416

Resignation benefits116-

5,4145,125

b. Transactions with directors and other entities NZX directors are associated with

NZX Annual Report 2020
99

The Company regularly enters into transactions under normal commercial terms and conditions with other

entities that some of the directors may sit on the board of or are employed by.

Directors fees for the year were $450,000 (2019: $418,000) (refer to Note 9).

c.Transactions with managed funds

Management fees are received from the funds managed by wholly owned subsidiary Smartshares Limited and

are shown in the Income Statement as funds management revenue (refer to Note 8).

25. Contingent liabilities

In New Zealand there has been increased regulatory focus on market participant compliance for entities such

as the Group. Accordingly, there has been an increase in the number of matters on which the Group engages

with its regulators including matters such as financial market conduct, reporting and disclosure obligations, tax

treatments, and product disclosure documentation. In the normal course of business the Group may be

subject to actual or possible claims and court proceedings. Where relevant, expert legal advice has been

obtained and, in light of such advice, provisions and/or disclosures as deemed appropriate are made.

There were no contingent liabilities as at 31 December 2020 and 31 December 2019.

26. Capital commitments

31 December

2020

$000

31 December

2019

$000

Capital expenditure commitments:

Software development7021

Hardware development-964

70985

27. Subsequent events

Dividend

Subsequent to balance date the board declared a final 2020 dividend (fully imputed) of 3.1 cents per share,

to be paid on 26 March 2021 (with a record date of 12 March 2021).




© 2021 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent

member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.


Independent Auditor’s Report

To the shareholders of NZX Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of NZX Limited (the ’company’)

and its subsidiaries (the 'group') on pages 62 to 99:

i. present fairly in all material respects the group’s

financial position as at 31 December 2020 and

its financial performance and cash flows for the

year ended on that date; and

ii. comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

— the consolidated statement of financial position

as at 31 December 2020;

— the consolidated income statement,

statements of comprehensive income, changes

in equity and cash flows for the year then

ended; and

— notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the group in accordance with Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the

New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (including International Independence

Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the group in relation to regulatory assurance. Subject to certain

restrictions, partners and employees of our firm may also deal with the group on normal terms within the

ordinary course of trading activities of the business of the group. These matters have not impaired our

independence as auditor of the group. The firm has no other relationship with, or interest in, the group.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and on the consolidated financial statements as a whole. The materiality for the consolidated financial

statements as a whole was set at $1,000,000 determined with reference to a benchmark of group profit before

tax. We chose the benchmark because, in our view, this is a key measure of the group’s performance.








Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit

of the consolidated financial statements in the current period. We summarise below those matters and our key

audit procedures to address those matters in order that the shareholders as a body may better understand the

process by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely

for the purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not

express discrete opinions on separate elements of the consolidated financial statements

The key audit matter How the matter was addressed in our audit

Goodwill & other intangible assets impairment assessment

Refer to Note 5 to the Financial

Report.

NZX Limited’s goodwill and other

intangible assets arise from

acquisitions and subsequent IT

investments and relate to a number

of different cash generating units

(CGUs) as described in Note 5 of the

financial statements.

The goodwill and other intangible

assets are quantitatively significant

and the valuation models used in the

impairment tests include a range of

subjective assumptions about the

future performance of the cash

generating units.

We are focussed on the impairment

tests for the CGUs that we

considered to have a higher risk of

impairment. This assessment was

primarily based on the level of

judgement involved in the underlying

valuation model and market

conditions for the relevant CGU. The

CGUs we considered to be higher

risk were Energy, Funds

Management and Wealth

Technologies.

For the CGUs we determined to have a higher risk of impairment, we

performed a combination of the below procedures:

— We compared the cash flow forecasts to budgets and assessed

forecasting accuracy by comparing current year actual performance

to prior year budgets. The assumptions applied both as part of and

beyond the budgets were of particular focus for our additional

procedures described below.

— We reviewed and tested the significant assumptions applied to the

revenue forecasts including comparing the forecasts to

contractually receivable amounts or forecast inflation rates and

performed stress-testing over the forecasts.

— We assessed the cost forecasts against forecast inflation rates and

management’s business plans for the CGUs.

— We compared the discount rate used to our own independently

determined rate and compared terminal growth rates to long-term

forecast inflation rates.

— As a cross check we compared the valuations to the market, using

comparable businesses (where available) and their earnings or

funds under management multiples.

— As an overall test we also compared the group’s net assets as at

31 December 2020 of $68 million to its market capitalisation of

$545 million at 31 December 2020, and noted implied headroom of

$477 million.

Based on our analysis, the assumptions and judgements used by the

Directors in the group’s impairment assessments were within

acceptable ranges and in line with the current market views. We did not

identify any material issues with the carrying value of the goodwill or

intangible assets.








Other information

The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual

Report. Other information includes the 2020 Highlights, Chair report, CEO report, Sustainability report, risk

reporting, management commentary, disclosures relating to corporate governance and statutory information.

Our opinion on the consolidated financial statements does not cover any other information and we do not

express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially

misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been

undertaken so that we might state to the shareholders those matters we are required to state to them in the

independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept

or assume responsibility to anyone other than the shareholders as a body for our audit work, this independent

auditor’s report, or any of the opinions we have formed.

Responsibilities of the Directors for the consolidated financial

statements

The Directors, on behalf of the company, are responsible for:

— the preparation and fair presentation of the consolidated financial statements in accordance with generally

accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial

Reporting Standards) and International Financial Reporting Standards;

— implementing necessary internal control to enable the preparation of a consolidated set of financial

statements that is fairly presented and free from material misstatement, whether due to fraud or error; and

— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless they either intend to liquidate or to

cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial

statements

Our objective is:

— to obtain reasonable assurance about whether the consolidated financial statements as a whole are free

from material misstatement, whether due to fraud or error; and

— to issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance

with ISAs (NZ) will always detect a material misstatement when it exists.








Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of these

consolidated financial statements.

A further description of our responsibilities for the audit of these consolidated financial statements is located at

the External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor's report is Graeme Edwards

For and on behalf of



KPMG

Wellington

15 February 2021


NZX Annual Report 2020
104

NZX Annual Report 2020

NZX Annual Report 2020
105

Statutory

Information

1. BUSINESS OPERATIONS
The Company’s business undertakings were changed

during the year with the introduction of a new regulatory

model. NZX Regulation Limited was incorporated as a

stand-alone, independently-governed subsidiary which

performs all of NZX’s frontline regulatory functions,

resulting in the structural separation of the Company’s

commercial and regulatory roles.

There have been no other changes in the Company or

its subsidiaries during the year.

2. INTERESTS REGISTER

NZX is required to maintain an interests register in which

particulars of certain transactions and matters involving

the directors must be recorded.

3. DIRECTORS’ INTERESTS

NZX is required to maintain an interests register in which

particulars of certain transactions and matters involving

the directors must be recorded.

DirectorInterestEntity

Frank

Aldridge

Managing

Principal and

Director

Craigs Investment Partners

Limited

Related entities below

DirectorCIP Holdings Limited

DirectorCIP Nominees No 1 Limited

DirectorCIP Cash Management

Nominees Limited

DirectorCraigs Investment Partners

Portfolio Lending Limited

DirectorDEL Management Limited

DirectorDeutsche Craigs Limited

DirectorGreenslades Limited

DirectorHendry Nominees Limited

DirectorHotwater Nominees Limited

DirectorNZSIF Management Limited

DirectorPohutukawa Nominees Limited

DirectorQuaystreet Asset Management

Limited

ChairmanWilsons Holding Co Pty Limited

Nigel

Babbage

DirectorOrbell Vineyards Limited

Chair and

CEO

Mohua Investments Limited

DirectorMohua Limited

DirectorInterestEntity

Richard

Bodman

Director and

shareholder

Te Ahumairangi Investment

Management Limited

DirectorForsyth Barr Cash Management

Nominees Limited

DirectorForsyth Barr Custodians

Limited

Elaine

Campbell

General

Counsel and

Company

Secretary

Chorus Limited

Jon

Macdonald

DirectorContact Energy Limited

DirectorMitre 10 Holdings Limited and

subsidiaries

DirectorTitan Parent New Zealand

Limited (Ultimate Holding

Company for Trade Me Group

Limited)

DirectorSharesies Limited and

subsidiaries

John

McMahon

Director and

Chair

Solutions Dynamics Limited

DirectorWellington Drive Technologies

Limited

James MillerDirectorAccident Compensation

Corporation

DirectorMercury NZ Limited

DirectorThe New Zealand Refining

Company Limited

Lindsay

Wright

Director and

employee

Matthews International Capital

Management (Hong Kong) LLC

(retired from)

DirectorMatthews International Capital

Management (Shanghai) LLC

(retired from)

DirectorMatthews International Capital

Management (Singapore) LLC

(retired from)

CEO Funds

Management

Sun Hung Kai & Co.

4. INFORMATION USED BY DIRECTORS

There were no notices from directors of the Company

requesting to disclose or use Company Information

received in their capacity as directors that would not

otherwise have been available by them.

NZX Annual Report 2020

106

5. DIRECTORS’ REMUNERATION
The total remuneration available for directors is fixed by

shareholders. The annual fee pool limit is $435,000 and

has not been increased since it was approved by

shareholders at the annual meeting in April 2012 (when

NZX had seven directors). In accordance with the Listing

Rules, this amount may be proportionately increased to

pay additional directors an amount that does not exceed

the average amount paid to directors. The number of NZX

directors remained at eight during the year.

DirectorRoleBoard feesTot al

Frank AldridgeDirector$50,000$50,000

Nigel BabbageDirector$50,000$50,000

Richard BodmanDirector$50,000$50,000

Elaine CampbellDirector$50,000$50,000

Jon MacdonaldDirector$50,000$50,000

John McMahonDirector$50,000$50,000

James MillerChair$100,000$100,000

Lindsay WrightDirector$50,000$50,000

Tot al$450,000$450,000

6. INDEMNIFICATION AND INSURANCE OF

DIRECTORS AND OFFICERS

NZX pays premiums in respect of directors’ liability

insurance. The policies do not specify a premium

for individuals.

The insurance provides cover against costs and

expenses involved in defending legal actions and any

damages or judgments awarded or entered against the

individual, settlements negotiated and any legal costs or

expenses awarded against the individual arising from a

liability to persons (other than the company or a related

body corporate) incurred in their position as a director

unless the conduct involves a wilful breach of duty,

improper use of inside information or position to gain any

profit or advantage or any criminal, dishonest, fraudulent

or malicious acts or omissions or any knowing or wilful

violation of any statute or regulation.

NZX has granted indemnities to NZX directors and

NZX-appointed directors of operating subsidiaries in

relation to potential liabilities and costs they may incur for

acts or omissions in their role as a director of NZX or an

NZX subsidiary. Similar exclusions to those described in

the previous paragraph on insurance apply.

7. SUBSIDIARY COMPANY DIRECTORS

The directors of all NZX subsidiaries during the year are as

follows:

Clearing House entities

New Zealand Clearing and Depository

Corporation Limited

—Mark Peterson

—Benjamin Phillips

—Graham Law

New Zealand Clearing Limited

—Mark Peterson

New Zealand Depository Limited

—Mark Peterson

New Zealand Depository Nominee Limited

—Benjamin Phillips

Other NZX subsidiaries

Energy Clearing House Limited

—Benjamin Phillips

Smartshares Limited

—John Williams (independent director)

—Guy Elliffe (independent director)

—Mark Peterson

—Lindsay Wright

NZX Wealth Technologies Limited

—Richard Bodman

—Mark Peterson

—Graham Law

—John McMahon

—Kathryn Jaggard

NZX Regulation Limited

—Trevor Janes

—Michael Heron QC

—Elaine Campbell

—Annabel Cotton

—John Hawkins

New Zealand Exchange Limited

—Hamish Macdonald

NZX Executive Share Plan Nominees Limited (subsidiary

deregistered on 25 August 2020)

—Mark Reese (independent director)

NZX Holding No. 4 Limited

—Hamish Macdonald

NZX Annual Report 2020

107

The directors of NZX’s subsidiary companies who are not
NZX employees or directors of NZX Limited, have declared

interests in the following entities:

Subsidiary director

(Non-NZX

direc tors)

InterestEntity

Annabel CottonPrincipalMerlin IR Consulting

Guy ElliffeCorporate

Governance

Accident Compensation

Corporation

Member of

Investment

Committee

Todd Corporation

Limited

John HawkinsDirector The Pines Limited

Michael Heron QCBarristerMHQC

Trevor JanesDirector/ChairTIL Logistics Limited

Kathryn JaggardConsultantNZX Limited

John WilliamsInvestment

Manager

Trusts Investments

Management Limited

NZX employees and directors do not receive additional

remuneration for acting as directors of subsidiary

companies.

The total amount of remuneration and other benefits to

which independent directors of an NZX subsidiary was

entitled during 2020 is as follows:

Subsidiary director

(Non-NZX directors)

Remuneration

Kathryn Jaggard$20,000

John Williams$50,000

Guy Elliffe$50,000

Annabel Cotton*$22,411

John Hawkins*$22,527

Michael Heron QC*$22,527

Trevor Janes*$28,151

Tot al$215, 616

* All directors were appointed as a director of NZX Regulation Limited on the

12th of August 2020

8. DONATIONS

During the year NZX made donations to charitable

organisations of $4,000. NZX does not make political

donations.

9. EMPLOYEE REMUNERATION

The table below sets out the number of NZX Group

employees and former employees who received

remuneration and other benefits, including non-cash

benefits and share-based remuneration in excess of

$100,000 per annum. This information is based on all

amounts received by the employees during the calendar

year and therefore includes bonus payments that relate to

the 2019 year (where applicable). Directors are not

included in the table below. Their remuneration is set out

separately in section 5.

Remuneration range# of Employees

100,000 - 109,99912

110,000 - 119,9999

120,000 - 129,99915

130,000 - 139,9999

140,000 - 149,99913

150,000 - 159,9997

160,000 - 169,9999

170,000 - 179,9993

180,000- 180,9997

190,000 - 199,9991

200,000 - 209,9992

210,000 - 219,9994

220,000 - 229,9992

230,000 - 239,9991

240,000 - 249,9993

250,000 - 259,9992

260,000 - 269,9991

270,000 - 279,9991

290,000 - 299,9992

300,000 - 309,9991

330,000 - 339,9992

360,000 - 369,9992

370,000 - 379,9991

430,000 - 439,9991

600,000 - 609,9991

1,000,000 - 1,100,0001

NZX Annual Report 2020

108

10. DIRECTOR TRANSACTIONS IN SECURITIES
OF THE PARENT COMPANY

DirectorSecurities held

(legally and

beneficially) at

31 December 2020

(Subordinated

Notes)

Securities held

(legally and

beneficially) at

31 December 2020

(Ordinary Shares)

Frank AldridgeNil50,000

Nigel BabbageNil11,700,000

Richard Bodman15,00010,297

Elaine CampbellNil10,405

Jon Macdonald47,00075,000

John McMahonNil90,000

James Miller8,000160,000

Lindsay WrightNilNil

11. AUDITORS

The external auditor of the parent company and the Group

is KPMG. They provide audit and other services, for which

their remuneration in 2020 was as follows:

Group $000

Audit of the financial statements177

Other audit related fees47

Tot al224

Other audit-related fees relate to operational audit of

NZCDC, the annual depository assurance engagement of

New Zealand Depository Limited and the Net Tangible

Assets procedures engagement of Smartshares Limited.

12. TOP 20 SECURITY HOLDERS

The following table shows the names and holdings of

the 20 largest holders of NZX ordinary shares as at

31 December 2020:

Investor nameShares

held

% of

issued

shares

BNP Paribas Nominees (NZ) Limited22,121,4557.96

HSBC Nominees (New Zealand)

Limited

17,176,2946.18

Citibank Nominees (New Zealand)

Limited

16,619,0545.98

Forsyth Barr Custodians Limited15,379,9595.53

Accident Compensation

Corporation

15,036,1595.41

Nigel Charles Babbage11,700,0004.21

FNZ Custodians Limited8,949,3043.22

HSBC Nominees (New Zealand)

Limited

7,333,6912.64

David Mitchell Odlin6,710,1042.41

JPMORGAN Chase Bank6,467,9522.33

Premier Nominees Limited5,297,8991.91

New Zealand Depository Nominee5,138,6951.85

Wairahi Investments Limited4,000,0001.44

Custodial Services Limited3,540,9121.27

Mirrabooka Investments Limited3,500,0001.26

Elizabeth Beatty Benjamin &

Michael Murray Benjamin

3,214,0001.16

Custodial Services Limited2,765,8080.99

Forsyth Barr Custodians Limited2,185,9450.79

BNP Paribas Nominees (NZ) Limited

Bpss40

2,157,1580.78

Cogent Nominees Limited2,035,0510.73

NZX Annual Report 2020

109

The following table shows the names and holdings of the
20 largest holders of NZX Subordinated Notes as at

31 December 2020:

Investor NameNotes held% of

issued

notes

Forsyth Barr Custodians Limited8,397,00020.99

FNZ Custodians Limited6,074,00015 .19

New Zealand Permanent Trustees

Limited

2,680,0006.7

JBWERE (NZ) Nominees Limited2,517,0006.29

Hobson Wealth Custodian Limited1,822,0004.56

Tea Custodians Limited1,400,0003.5

Custodial Services Limited1,223,0003.06

Custodial Services Limited1,057,0002.64

Graeme Laurence Beckett & Janine

Dale Beckett & Alan Murray

Paterson

917,0002.29

Custodial Services Limited858,0002.15

Forsyth Barr Custodians Limited473,0001.18

Investment Custodial Services

Limited

470,0001.18

Custodial Services Limited344,0000.86

Rodney Gavin Shayle Callender200,0000.5

Custodial Services Limited155,0000.39

Enft Limited150,0000.38

Forsyth Barr Custodians Limited127,0000.32

FNZ Custodians Limited126,0000.32

Graham Nicholas Law113,0000.28

Craig John Thompson100,0000.25

Janine Dale Beckett100,000 0.25

JBWERE (NZ) Nominees Limited100,000 0.25

Erudite Holdings Limited100,000 0.25

Somsmith Nominees Limited100,000 0.25

William Robert Mortlock & Joanne

Elizabeth Mortlock

100,000 0.25

13. SPREAD OF ORDINARY SHAREHOLDERS AS

AT 31 DECEMBER 2020

The following table shows the spread of NZX Ordinary

Shares as at 31 December 2020:

ShareholdersShares

Size of holdingNumber%Number%

1-100057412.98333,4530.12

1001-500085719. 382,687,8300.97

5001-100001,01823.038,091,2612.91

10001-500001,57335.5835,026,20112.60

50001-1000002325.2516, 527, 4165.94

Greater than 1000001673.78215,334,97077.46

Tot al4,421100278 , 0 01,131100

The following table shows the spread of NZX Subordinated

Notes as at 31 December 2020:

NoteholdersNotes

Size of holdingNumber%Number%

1-1000––––

1001-50006611. 6 6330,0000.83

5001-100001552 7. 3 91,410,0003.53

10001-5000031054.777,638,00019.09

50001-100000173.001,353,0003.38

Greater than 100000183 .1829,269,00073 .17

Tot al56610040,000,000100

NZX Annual Report 2020

110

14. SUBSTANTIAL PRODUCT HOLDERS
The following information is given pursuant to section 293

of the Financial Markets Conduct Act 2013 (FMCA).

According to NZX’s records and disclosures made

pursuant to section 280 (1)(b) of the FMCA, the following

were substantial product holders in NZX as at

31 December 2020. The total number of voting securities

on issue as at 31 December 2020 was 278,001,131.

ClassRelevant

Interest

% of

Issued

shares

Aberdeen Standard

Investments (Asia) Pty

Ordinary

shares

24,378,8608.77

Accident

Compensation

Corporation (ACC)

Ordinary

shares

14,628,3165.26

15. WAIVERS FROM LISTING RULES AND

INDEPENDENT DIRECTOR CERTIFICATES

Not applicable.

16. SECURITIES ISSUED BY NZX

NZX’s ordinary shares are quoted on the NZX Main Board.

In 2018 NZX introduced an employee share scheme and

CEO share scheme based on the issue of performance

rights, which are subject to certain entitlement criteria

before performance rights may vest and the holder can

acquire shares in NZX. For as long as performance rights

issued under these schemes are subject to these

restrictions they, and any shares which may be issued

following the exercise of performance rights, are not

quoted on any market and will not be quoted on any

market until such time as they vest in the relevant

participants.

In 2018 NZX issued $40 million of unsecured,

subordinated notes with a coupon rate of 5.4%. These

notes are quoted and traded on the NZX Debt Market

as NZX010.

This report is signed by and on behalf of the board of

NZX Limited by:

James Miller Lindsay Wright

Chair of the Board Chair of the Audit and

Risk Committee

NZX Annual Report 2020

111

Corporate directory
Getting in touch

Board of Directors

James Miller (Chair)

Frank Aldridge

Nigel Babbage

Richard Bodman

Elaine Campbell

Jon Macdonald

John McMahon

Lindsay Wright

Chief Executive Officer

Mark Peterson

Chief Financial Officer

Graham Law

General Counsel and

Company Secretary

Hamish Macdonald

Registered Office

NZX Limited

Level 1 / NZX Centre

11 Cable Street

PO Box 2959

Wellington

+64 4 472 7599

info@nzx.com

www.nzx.com

Auditors

KPMG

10 Customhouse Quay

Wellington

+64 4 816 4500

Share Register

Link Market Services Limited

PO Box 91976

Auckland 1142

+64 9 375 5998

enquiries@linkmarketservices.co.nz

www.linkmarketservices.co.nz

NZX Annual Report 2020

112

insight
creative.co.nz

NZX006

NZX Annual Report 2020

113

---

Results announcement
17 February 2021



Results for announcement to the market

Name of issuer NZX Limited

Reporting Period 12 months to 31 December 2020

Previous Reporting Period 12 months to 31 December 2019

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$78,426 12.8%

Total Revenue $78,426 12.8%

Net profit/(loss) from

continuing operations

$17,586 20.1%

Total net profit/(loss) $17,586 20.1%

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.03100000

Imputed amount per Quoted

Equity Security

$0.01205556

Record Date 12/03/2021

Dividend Payment Date 26/03/2021

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

($0.0125) ($0.0139)

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

For commentary on the results please refer to the news release,

Annual Report and investor presentation attached.

Authority for this announcement

Name of person


authorised

to make this announcement

NZX Chief Financial Officer Graham Law

Contact person for this

announcement

NZX Chief Financial Officer Graham Law

Contact phone number +64 04 498 2271

Contact email address

graham.law@nzx.com

Date of release through MAP


17/02/2021


Audited financial statements accompany this announcement.

---

Distribution Notice






Section 1: Issuer information

Name of issuer NZX Limited

Financial product name/description Ordinary shares

NZX ticker code NZX

ISIN (If unknown, check on NZX

website)

NZNZXE0001S7

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies X

Record date Close of trading on: 12/03/2021

Ex-Date (one business day before the

Record Date)

11/03/2021

Payment date (and allotment date for

DRP)

26/03/2021

Total monies associated with the

distribution

1


$8,618,035 (based on number of shares on issue at the

date of this form)

Source of distribution (for example,

retained earnings)

Retained Earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

2

$0.04305556

Gross taxable amount

3

$0.04305556

Total cash distribution

4

$0.03100000

Excluded amount (applicable to listed

PIEs)

-

Supplementary distribution amount $0.00547059

Section 3: Imputation credits and Resident Withholding Tax

5


Is the distribution imputed Fully imputed X

Partial imputation

No imputation


1

Continuous issuers should indicate that this is based on the number of units on issue at the date of the form

2

“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of

Resident Withholding Tax (RWT).

3

“Gross taxable amount” is the gross distribution minus any excluded income.

4

“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.

This should include any excluded amounts, where applicable to listed PIEs.

5

The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is

fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute

advice as to whether or not RWT needs to be withheld.

If fully or partially imputed, please
state imputation rate as % applied

6


28%

Imputation tax credits per financial

product

$0.01205556

Resident Withholding Tax per

financial product

$0.00215278

Section 4: Distribution re-investment plan (if applicable)

DRP % discount (if any)

1.0%

Start date and end date for

determining market price for DRP

Close of trading on:

10/03/2021

Close of trading on:

17/03/2021

Date strike price to be announced (if

not available at this time)

Close of trading on: 19/03/2021

Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)

New Issue

DRP strike price per financial product


Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

15/03/2021, 5pm (New Zealand time)

Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

NZX Chief Financial Officer Graham Law

Contact person for this

announcement

NZX Chief Financial Officer Graham Law

Contact phone number 04 498 2271

Contact email address

graham.law@nzx.com

Date of release through MAP


17/02/2021






6

Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.

---

1
17 February 2021

NZX FULL YEAR 2020 RESULTS

INVESTOR PRESENTATION

2
2020 Highlights3

NZX’s Strategy5

Business Unit Highlights12

Financial Performance18

Financial Position & Cash Flows25

Final Dividends & 2021 Earnings Guidance29

Appendices

1Segmental Analysis34

2Operating Revenue Definitions43

Today’s Agenda

NZX Full Year 2020 Results

Importantnotice

This full year investor presentation should be read in

conjunction with the financial statements in the 2020 Annual

Report, which provides additional information on many areas

covered in this presentation.

This presentation contains forward looking information, statements

and targets. These reflect our current assumptions, which are

subject to market outcomes, particularly with respect to market

capitalisation, total capital raised, secondary market value and

derivatives volumes traded, funds under management and

administration growth and technology costs.

Additionally they assume no material adverse events, significant

one-off expenses, major accounting adjustments, other

unforeseeable circumstances, or future acquisitions or

divestments.

Actual outcomes could be materially different. We give no warranty

or representation as to our future performance (financial or

otherwise) or any future matter. Except as required by law or NZX

listing rules, we are not obliged to update this presentation after its

release.

3
2020 Highlights

4
2020 results at a glance

NZX Full Year 2020 Results

Operating Earnings*

$34.4

million

9.7%

Net Profit After Tax

$17.6

million

20.1%

Dividends

(interim and final) fully

imputed

6.1

cents per share

Final dividend 3.1 cps

Interim dividend 3.0 cps

Capital raised

(total new capital and secondary

capital raised)

$17.6

billion

(5.5)%

Data & Insights

Revenue

$16.1

million

8.1%

Total Value Traded

$53.7

billion

41.8%

Dairy Derivatives

Lots traded

360,887

0.5%

Funds Under

Management

$5.08

billion

28.0%

Funds Under

Administration

$7.19

billion

213.4%

* Operating earnings are before net finance expense, income tax, depreciation, amortisation, loss on disposal of business andproperty, plant and equipment and gain on lease modification. Operating earnings is not a defined performance measure in NZ IFRS. The

Group's definition of operating earnings may not be comparable with similarly titled performance measures and disclosures by other entities.

.

The 2020 deliverable targets are detailed in the management commentary section of the 2020 Annual Report.

Percentage changes represent the movement for the financial years 2019 to 2020, except Funds Under Management and Funds Under Administration which are the movement in balances as at year end 2019 to 2020.

5
NZX’s Strategy

6
NZX 2.0: The heart of our strategy

NZX Full Year 2020 Results

Grow Markets –The previously named ‘Refocus Core’ and ‘Grow

Opportunities’ are consolidated under ‘Grow Markets’ with

particular focus on driving listings,leveraging the New Zealand

advantage

Maximise Financial Services –previously named ‘Maximise

Options’,to deliver super-normal growth and sustain the

business in the long term

Grow markets

Maximise financial

services

Empower

performance

New Zealand’s Exchange

“Helping to Build New Zealand’s Tomorrow”

Act with greater purpose

Empower Performance –

ensuring the right technical and

people capabilities creating

efficiencies in execution and

innovation to drive growth

“By combining the needs of our customers,

with innovation and modern technology we

build enduring markets to deliver capital

pathways, investment opportunitiesand

economic success for New Zealand”

7
NZX is building an integrated business to support the growth of

NZ capital markets

NZX Full Year 2020 Results

2. Liquidity.

Along with the tradingof these listed securities

3. Data and Insights.

Creates the data and information used by the

eco-system

4. Capital Flows.

Coupled with investment products that suit the needs of savers –

ETF’s, Managed Funds, Kiwisaver and Superannuation.

5. Infrastructure for Financial Advisors.

And the platform that delivers administration,

portfolio management, reporting, tax and compliance

1. Product.

Listed equity, fixed income and fund securities

6. Delivers.

Will fuel growth to New Zealand’s capital markets and

the wider economy.

$

NZX 2.0

8
We are doing what we said we would....

delivering a growth business

NZX Full Year 2020 Results

2018

Removed Blockages

2019

Delivered Results and

Proof Points

GrowingOur Market

•Sold the non core businesses

•Enabled liquidity growth through pricing and

policy changes, alongside trading functionality

•Rebuilding of our customer relationships

•Technology projects completed -clearing &

settlement upgrades, data centre and

telecoms infrastructure. Further work

identified and advanced

•Built our international profile through

partnership development

•De-risked the balance sheet through issuing

the sub note and implementing the

derivatives mutualised default fund

•Capital raised –$18.7b (up 95.7% on 2018)

•On market liquidity –54.3% (up 5.3%)

•Data revenue –(up 10.4%)

•Dairy derivatives lots traded –359k (up 3.8%)

•Smartshares FUM –$3.97b (up 36.0% on 2018)

•Wealth Technologies –$2.3b (up 15.6% on 2018)

•Staff engagement –Gallup Survey result 4.15 (the

7

th

successive lift) with 94% participation

•Growth in:

•issuance –alllisting pathways used in 2020

including IPO, direct listings, reverse listings

and foreign exempt listings

•liquidity –$53.7 billion (up 41.8%) with

63.0% on market

•Smartshares FUM –$5.08b (up 28.0%)

•WealthTechnologies –$7.19b (up 213.4%)

•Partnerships for growth –Dairy and Carbon

•Refined strategy –NZX 2.0

•Driving towards more mature and transformed

capability

NEW ZEALAND’S EXCHANGE

2020

9
The environment in which we operate supports growth and

the NZX strategic direction

NZX Full Year 2020 Results

Shifting dynamics support growth in NZX issuance

The current economic environment has highlighted the value of the public markets, access to capital is in

high demand to shore up balance sheets and for growth –public markets and the capital they provide have

a critical role in assisting the rebuildingof the New Zealand economy and creating greater prosperity for

everyone

Global markets and partnerships set the scene for future growth opportunities

Expansion in areas of dairy and carbon supports new essential markets for the New Zealand economy

globally, partnershipswith global players enhance NZX’s position as a leading player in these markets and

greatly enhances capability and speed to market

Capital flows will help drive markets growth

Net inflows increasing and expected to keep growing, NZX footprint in financial services market helps drive

market development and future revenue generation from both funds management and technology services

10
Clear business priorities for 2021

support growth across the board

NZX Full Year 2020 Results

We will focus on growing markets, with the

near term primary focus being on gaining new

equity listings

We will focus on all markets but in the near term the primary

focus in this highly competitive environment will be Driving

New Listings and Participation through growth of all markets

A continued focus on growing Wealth Technologies FUA and

operating earnings net of CAPEX and driving Smartshares

FUM and operating earnings

We will maximise financial services through

driving execution and operating earnings

Ensuring excellence in operational basics, excellence is

achieved with the right capabilities which will drive

efficiencies and support growth ambitions

We will empower performance through

operational excellence, advanced capability,

innovative delivery and risk reduction

11
Empowering our performance requires the right building blocks

NZX Full Year 2020 Results

Operational Excellence

We aspire to excellence in delivery through strong technology and operational performance and governance,

automation of tasks, continuous improvement, measurement and transparency

01

Capability and Delivery

Develop highly automated systems and a wide range of applicable skill sets, an appropriate build, buy, partner

strategy to quickly scale up capability and increase speed of delivery

02

People and Culture

Continuing to build a customer orientated, team minded, respectful but delivery and growth driven culture

03

Best Practice and Risk Model

Ensure NZX meets all regulatory requirements, is aligned with best practice and ongoing strengthening of the risk

model

04

12
Business Unit Highlights

13
NZX Full Year 2020 Results

Capital Raised and Value Traded / Cleared are strong

Secondary Markets –Value Traded / Cleared

The removal of barriers and a drive towards global standards has seen a step

change in participation resulting in record on market liquidity (2020: 63.0%)

and value traded / cleared ($53.7 billion). Onboarding a General Clearing

Participant will unlock remote broker Participation

Trading System Upgrade will deliver increased functionality and trading

options for participants (e.g. NZX DARK); go live deferred due to COVID-19

and is now planned for H1-2021

Continue to drive growth in the NZX Depository business (depository

transactions +104.6% and assets under custody +37.9%), to increase

efficiencies of NZ market and participate in the last leg of securities

settlement value chain

Issuer Relationships –Capital Raised

Capital raised (new and secondary capital raisings) in 2020 was $17.6 billion,

it has helped that the barriers to listing have been further reduced:

•Removal of requirement for PFI for Direct Listings

•Templated disclosure for Foreign Exempt listing companies

•Research solution provided by Smartkarma

Resulting in all listing pathways being used in 2020; including IPOs (RUA,

HMY and NZL) , a direct listing (RAD), reverse listings (MEE, SMW and PIL), a

foreign exempt listing (AKL) and 4 new ETFs

Debt market remains strong –particularly retail debt and green bonds. Three

new debt issuers (OCA, KWB and RYM)

Team evolved into both a Client Relationship and True Origination model –

with active pipeline development and conversion

-

5

10

15

20

25

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

Capital Raised ($'billion)

Capital Raised

Low Target

High Target

Low track

High Track

0

10

20

30

40

50

60

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

Value Traded / Cleared ($'billion)

Value Traded

Low Target

High Target

Low track

High Track

14
NZX Full Year 2020 Results

Data & Insights revenue improving better than expected and the

SGX dairy partnership is a global opportunity

Dairy Derivatives

Total lots traded increased 0.5%. The SGX strategic partnership aims to

extend market distribution and expand global access:

•Increasing the number of trading and clearing members from four to a possible 80+; with

both proprietary and speculative firms connected

•Increasing the number of independent software providers

•Providing increased trading functionality

The SGX strategic partnership would be a revenue share agreement with NZX

retaining a base level of revenue

Data & Insights –Revenue Growth

Revenue growth in 2020 was 8.1%. The change to relationship management /

vendor partnering to reach end users is working:

•Retail terminal growth driven by COVID-19 lockdown with increased retail activity

continuing since

•Non-display application licencing increased through awareness of applications requiring

licencing

•Royalty revenue growth driven by stable professional terminal number and price increase

Future revenue growth driven by:

•Focus on product offering for market data and connectivity

•Developing value added services for issuers (e.g. collection of environmental, social and

governance metrics)

•Supporting S&P indices revenue growth (e.g. ESG indices)

Update graph

for actual H2-

20 Revenue.

Including

connectivity

rev?

-

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

Dairy Derivative Lots (#)

Lots Traded Full Year

Low Target

High Target

Low track

High Track

* Data & Insights Revenue excluding connectivity revenue to ensure comparability with 2018 strategic targets

15
NZX Full Year 2020 Results

Financial Services Businesses continue to drive growth

Wealth Technologies –Funds Under Admin (FUA)

Platform:

•Whilst there has been a delayed delivery of the platform compared to original plans, we

now have a scalable platform with a highly skilled operational team

Clients:

•Four clients on the new platform and seven on the legacy platform

•FUA >$7 billion

•Capabilities and capacity to execute new customer projects

•Strong pipeline –the 2023 aspirational targets remain valid

Performance -2021 will see positive operating earnings, we will continue to

develop and enhance the platform, and will commence moving those clients on

the legacy platform to the new platform

Smartshares –Funds Under Management (FUM)

Macro drivers of the ETF market trajectory:

•ETFs penetration rate is low compared to US/Europe

•KiwiSaver future growth profile

FUM growth target 14% is being over achieved

•Net FUM inflow 2020: $803m is approx. 20% of opening FUM

•Market return 2020: $297m is approx. 7.7% of opening FUM

•Sales activities: additional resources, wholesale clients offerings, strong relationships with

self-directed investment platforms, Asia Regional Funds Passport opportunities

-

5

10

15

20

25

30

35

40

45

50

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

Funds Under Administration (FUA $'b)

2023 Strategy Low Target

2024 Strategy High Target

FUA (Closing $'b)

2025 Strategy Low Track

2026 Strategy High Track

0

1,000

2,000

3,000

4,000

5,000

6,000

Dec-14

Dec-15

Dec-16

Dec-17

Dec-18

Dec-19

Dec-20

Dec-21

Dec-22

Dec-23

Funds Under Management ($'million)

2023 Strategy Low Target

2023 Strategy High Target

TOTAL FUM

2023 Strategy Low Track

2023 Strategy HighTrack

16
Regulation

Finalised structural changes to strengthen our regulatory operating and governance model, which now aligns to global best practice

NZX Full Year 2020 Results

NZX Shareholders

Regulators

NZX Board

NZX CEO

NZX employees

NZ RegCo Board

NZ RegCo CEO

NZ RegCo employees

NZX Regulation Limited (NZ RegCo)

•Structurally separate from NZX's commercial and

operational activities

•Governed by a separate board with:

•an independent Chair -Trevor Janes; and

•the majority of members independent of the NZX

Group:

•Elaine Campbell (NZX Director)

•Annabel Cotton (Independent)

•John Hawkins (Independent); and

•Michael Heron QC (Independent)

•NZ RegCoCEO is Joost van Amelsfort

•Targeting to operate on a cost-neutral basis

17
People

Our people showed enormous commitment, resilience and flexibility to deliver against strategic priorities –and find new ways

to support customers and investors through the challenges of 2020. Our organisation has emerged stronger, more experienced,

and ready to deliver further growth in 2021.

NZX Full Year 2020 Results

Culture & Engagement

•Strong performance culture and flexible working

tools enabled a fast transition to remote

working during the lockdowns and kept our

teams focused on delivering for customers

•Employee engagement underpinned the strong

productivity through 2020, and engagement

continued to grow. NZX now ranks at the 72nd

percentile of all New Zealand companies in

Gallup’s survey for employee engagement

•Embarked on a two-year programme to drive

sales capability and consistent processes across

the Group and upskill our sales workforce to

confidently deliver sales success

•Our commitment to ongoing professional

development has resulted in a number of

employees completing external qualifications

relevant to their roles. In 2020 employees

completed qualifications in financial analysis,

financial services, legal studies and more.

Diversity & Inclusion

•NZX has achieved gender pay equity in like-for-

like roles, however there remains an overall

gender pay gap which requires our continued

focus to attract more women to senior roles.

•Inclusiveness within our workplace is high and

growing. NZX continues to attract and retain a

diverse workforce through 2020

•Enhanced transparency of ESG performance

underway for 2020, and a revamp of

recruitment in 2021, will enhance our

employment brand

Resourcing

•Targeted recruitment for growth areas

continued. Additional capability was added to

serve new customers in Wealth Technologies,

and in Market Technology to support sustained

increases in market trading activity

•Employee retention has been a focus of

management effort; the benefits were realised

this year, with turnover favourable at 9.3%

Health & Safety

•Active management of pandemic risks ensured

full resourcing and health of our workforce

during the pandemic to date

•Excellent safety record, with Total Recordable

Injury Rate (TRIR) 0.89 per 200,000 hours

worked

•Wellbeing and morale remained high; internal

communications and mental health support

were ramped up to keep our workforce

connected and informed

•Redefined our Future of Flexible Work approach

to leverage the benefits for employees,

customers, and company performance; will be

implemented H1 2021

18
Financial Performance

19
Income Statement

NZX Full Year 2020 Results

•Operating earnings of $34.4 million (2019: $31.4 million) is 9.7% higher;

with the operating margin at 43.9% (2019: 45.1%) which is in line with our

peers

1

.

•Operating revenue, operating expenses and non-operating expenses are

discussed in detail on the following slides. The segmental analysis by

business unit are discussed in detail in Appendix 1.

1 Finance Technology Partners (September 2020) EBITDA Margins (median) information for Regional/Country Based

Exchanges is estimated at 2020: 44%

* Operating earnings is not a defined performance measure in NZ IFRS. The Group's definition of

operating earnings may not be comparable with similarly titled performance measures and disclosures by

other entities.

20202019Change

$000 $000Fav/(unfav)

Operating revenue78,426 69,548 12.8%

Operating expenses (44,030)(38,184)(15.3%)

Operating earnings*34,396 31,364 9.7%

Net finance expense(2,037)(2,153)5.4%

Loss on disposal of business and property, plant

and equipment-(83)N/A

Depreciation and amortisation expense(8,293)(8,595)3.5%

Gain on lease modification558 -N/A

Income tax expense(7,038)(5,888)(19.5%)

Profit for the year17,586 14,645 20.1%

Operating Margin43.9%45.1%(2.7%)

20
Operating Earnings Waterfall

NZX Full Year 2020 Results

21
Operating Earnings

NZX Full Year 2020 Results

The Operating Revenue and Operating Expenses are discussed in the following

slides, with further detailed Segmental Analysis by Business Unit provided in

Appendix 1

* Operating earnings is not a defined performance measure in NZ IFRS. The Group's definition of operating

earnings may not be comparable with similarly titled performance measures and disclosures by other entities.

20202019Change

$000$000Fav/(unfav)

Revenue

Issuer Relationships15,192 14,887 2.0%

Secondary Markets27,343 21,870 25.0%

Data & Insights16,146 14,934 8.1%

Funds Management13,669 12,881 6.1%

Wealth Technologies2,425 1,693 43.2%

Regulation3,446 2,808 22.7%

Corporate205 475 (56.8%)

Total revenue78,426 69,548 12.8%

Expenses

Gross personnel costs34,015 28,927 (17.6%)

Less capitalised labour(5,925)(4,288)38.2%

Personnel costs28,090 24,639 (14.0%)

Information technology9,292 7,047 (31.9%)

Professional fees3,262 2,180 (49.6%)

Marketing1,076 1,308 17.7%

Other expenses3,668 3,926 6.6%

Capitalised overheads(1,358)(916)48.3%

Total expenses44,030 38,184 (15.3%)

Operating earnings*34,396 31,364 9.7%

22
Operating Revenue

NZX Full Year 2020 Results

Issuer Relationships:

Annual listing fees (ALF) were positively impacted by

the growth in number and value of debt instruments,

and the growth in equity market capitalisation

Primary listing fees driven by debt listings (retail and

wholesale).

Secondary issuance fees driven by a high level of

equity recapitalisations

Secondary Markets:

Securities trading and clearing revenues increased due

to:

•the total value traded and cleared being 41.8%

higher; and

•the fee structure changes on 1 July 2019 (e.g.

trading fee cap has been raised and clearing tiers

reduced)

Dairy derivatives revenue decreased, whilst the

number of lots traded grew 0.5%, this was offset by

lower margin fees due to the reduced OCR rate

Consulting and development revenue earned through

•enhancements to the electricity market systems,

including the market real time pricing project,

which is due for completion in 2022; and

•development of the carbon managed auction

service for the Ministry for the Environment

Data & Insights:

Royalties from terminals revenue increase relates to

higher retail terminal numbers and increased pricing

of professional terminals

Subscriptions and licencesrevenue increase is driven

by:

•Growth in client data usage;

•improved client license arrangements post audit;

and

•increased license numbers

Dairy subscription revenue has been adversely

impacted by churn of dairy subscriptions and the

deferral of the 2020 dairy conference

Indices revenue has been an area of focus to drive

increasing market liquidity

Auditand back dated licencing revenue has remained

high due to high levels of audit activity

Connectivity revenue has increased in line with

increased connectivity requirements from both

market participants and data vendors.

Wealth Technologies:

Administration (FUA based) fees driven by:

•New platform –FUA continues to increase, with

three new clients migrated in 2020; and

•OE platform –number of customers is unchanged,

with 23% growth in FUA

Funds Management:

FUM based revenue has increased 19.1% driven by:

•Higher average FUM over the period (+20.4%),

which is a combination of market returns and

positive net cash flows; offset by

•fund expense associated with new funds, and the

segregation and unitisation of SuperLifeInvest in

2019 providing access for wholesale clients;

partially reduced by efficiencies from the changed

operating model (including changing custodian for

some funds and internalising management of the

Cash Funds) and improvements to supplier

arrangements

Member based revenue has decreased due to a

historical pricing provision which more than offset the

increase in investor numbers in 2020 of 6.0%

Other revenue has been impacted negatively by the

decrease in OCR and positively by stock lending

services

Corporate Services:

Other corporate revenue primarily relates to the short

term sub lease of part of the Wellington premises

(ceased June 2020) and NZX.com advertising revenue

(ceased May 2020)

Regulation (NZ RegCo):

Regulatory fees relate to issuer compliance,

participant compliance and surveillance activities, plus

an internal allocation of Annual Listing Fees and

Annual Participants Fees, set in advance based on the

services expected to be provided by NZ RegCo

23
Operating Expenses

NZX Full Year 2020 Results

Personnel costs

Personnel costs are driven by the average FTEs in the

period and the capitalisation of internal development

resources.

Personnel costs have increased due to a combination of

wage inflation, lower levels of annual leave taken (a

COVID-19 lockdown impact), and the movement in

average FTEsarising from:

•the Securities IT team additional resources to

deliver technology solutions to increase trading and

clearing system capacity and maintaining market

stability;

•Issuer Relationships additional sales roles focused

on origination, with active pipeline development

and conversion;

•Energy contractors to assist with delivering

consulting and development revenue including the

electricity market real time pricing project and the

carbon managed auction service;

•Smartshares additional sales and customer services

resources to support client and FUM growth, plus

the full year impact from Smartshares strengthening

of the leadership team (COO and CIO);

•Wealth Technologies additional sales and

operational staff for new clients;

•Corporate Services additional legal, HR and

communications resources to support the

Smartshares and Wealth Technologies businesses.

•As well as additional project management resources

for energy’s increased development revenue

generating projects; and

•movements in vacancy numbers at period ends.

Capitalisation of internal development resources (2020:

$5.93 million; 2019: $4.28 million) primarily relates to

Wealth Technologies' core platform, NZX’s trading

system upgrade and the Network Transformation

project.

Information Technology

The current year focus has been on increasing trading

and clearing system capacity and maintaining market

stability, consequently IT costs are higher due to:

•Network Transformation project costs (which

strengthened NZX’s cyber security);

•additional license costs to improve resilience of

NZX's clearing and settlement system (BaNCS); and

•the modification of existing security services plus

the implementation of additional Denial of Service

(DDoS) security services

Additionally the Smartshares business has implemented

the Bloomberg AIM and BSKT (front and middle office)

operating system during the year.

Marketing

Marketing spend during 2020 is lower due to the

COVID-19 lockdown, with lower levels of spend on:

•the Investor relations programme;

•Marketing the exchange business; and

•Smartshares branding promotion

Capitalised overheads

The portion of all expense categories which relate to

capital activities (e.g. Wealth Technologies core

platform, NZX’s trading system upgrade and the

Network Transformation project) has increased (2020:

$1.36 million; 2019: $0.92 million).

Professional Fees

Professional fees include those relating to:

•Independent external reviews of the NZX clearing

and settlement system (BaNCS) technical issues

arising from significantly increased trading volumes,

messaging, notifications and shareholder balance

enquiries; and the DDoS attacks on the NZX.com

website

•Smartshares investments for growth e.g.four new

ETF funds (launched July 2020), set up stock lending

and borrowing services, Asia Region Funds Passport

application, and enhancement of digital tools. Plus

costs associatedwith the historical pricing matters;

•the assurance programme –internal audits, internal

control reports, energy audits and consulting

obligations under the Electricity Authority contracts,

annual conflicts review, funds conduct risk

assessment review; and

•terminal royalty audit fees which vary in proportion

to audit revenue; with costs and revenues

recognised on a gross basis.

Other Expenses

Other expenses include premises related costs (i.e.

electricity, rates etc), insurance, directors fees, travel,

external audit costs, outsourced payroll system,

corporate memberships, statutory / compliance costs

and non recoverable GST (on the Clearing House,

Smartshares and Wealth Technologies businesses)

The decrease relates to reduced travel during the

COVID-19 lockdown, offset by higher insurance and

compliance costs.

24
Non-operating Income and Expenses

NZX Full Year 2020 Results

Net finance costs include:

•interest income on operational cash balances, Clearing House risk capital

and regulatory working capital; which have been impacted by decreased

interest rates;

•interest expenses (including amortised borrowing costs) on the

subordinated notes and lease liabilities; and

•Net gain / (loss) on foreign exchange

Depreciation and Amortisation decreased due to:

•clearing system (BaNCS) being fully amortised in September 2019; offset

by

•Wealth Technologies –increased amortisation of the core platform and

new client migrations completed; and

•new lease of IT equipment (from May 2019)

Effective tax rate is higher than statutory rate of 28% due to non-deductible

items.

20202019Change

$000$000Fav/(unfav)

Interest income839 1,033 (18.8%)

Interest on lease liabilities(395)(414)4.6%

Other interest expense(2,377)(2,572)7.6%

Amortised borrowing costs(77)(77)0%

Realised gain on investment2 6 (66.7)%

Net loss on foreign exchange(29)(129)77.5%

Net finance expense(2,037)(2,153)5.4%

Depreciation of PP&E(949)(856)(10.9%)

Amortisation of lease assets(1,236)(1,138)(8.6%)

Amortisation of intangibles(6,108)(6,601)7.5%

Total depreciation and amortisation(8,293)(8,595)3.5%

Loss on disposal of business and property, plant

and equipment-(83)N/A

Gain on lease modification558 -N/A

Tax expense(7,038)(5,888)(19.5%)

Total net other expenses(16,810)(16,719)(0.5%)

25
Financial Position and

Cash Flows

26
Balance Sheet

NZX Full Year 2020 Results

Cash and cash equivalents includes:

•Clearing House risk capital ($20 million) which is not available for general use;

•Clearing House also complies with International Organisation of Securities

Commissions principles requiring retention of sufficient working capital

(including cash of approximately $3.2 million); and

•Smartshares maintains sufficient net tangible assets in accordance with its

license requirements (including cash of approximately $4.1 million)

Receivables collection and working capital management has remained a focus in

the current environment

Funds held on behalf of third parties (assets and liabilities) offset. These relate to

issuer bond deposits, participants’ collateral deposits and deposited funds

(including those held in the MutualisedDefault Fund). Amounts are repayable to

issuers and participants and not available for general use

Right-of-use lease assets and the lease liabilities relate to leased premises and IT

equipment

Other non-current assets consist of property, plant & equipment, intangible assets

and goodwill

Other current liabilities includes income in advance related to annual listing and

participant fees, and tax payables

Other non-current liabilities mainly relate to deferred tax

20202019Change

$000$000Fav/(unfav)

Current assets

Cash and cash equivalents52,775 47,740 10.5%

Receivables and prepayments10,840 9,006 20.4%

Funds held on behalf of third parties104,684 79,667 31.4%

Total current assets168,299 136,413 23.4%

Non-current assets

Right-of-use lease assets5,108 5,826 (12.3%)

Other non-current assets73,247 70,332 4.1%

Total non-current assets78,355 76,158 2.9%

Current liabilities

Trade payables7,684 3,782 (103.2%)

Other current liabilities16,450 14,052 (17.1%)

Lease liabilities1,388 1,439 3.5%

Funds held on behalf of third parties104,684 79,667 (31.4%)

Total current liabilities130,206 98,940 (31.6%)

Non-current liabilities

Interest bearing liabilities38,911 38,852 (0.2%)

Lease liabilities5,716 7,172 20.3%

Other non-current liabilities4,190 3,689 (13.6%)

Total non-current liabilities48,817 49,713 1.8%

Net assets/equity 67,631 63,918 5.8%

27
CAPEX

NZX Full Year 2020 Results

Core Markets

Capex driven by specific system life cycles which result in large multi-year projects, plus

the normal life cycle replacements for IT equipment and software

Main projects in 2020 include:

•Trading System upgrade –was deferred as result of COVID-19 and implementation

now expected H1-21; and

•Network Transformation –which strengthens NZX’s cyber security

CAPEX will be higher in 2021 before reverting to normal levels in 2022; focus for 2021:

•Technology upgrades, including to the enhancement to NZX technology architecture

and the registry messaging interface (to improve Clearing system capacity) , NZX.com

capabilities, and automation of the Depository system and processes;

•Auckland office relocation, including replacement of the old ticker; and

•Preparing for the Clearing System upgrade which is expected in 2023

Growth Businesses

Wealth Technologies CAPEX relates to:

•Continues to release further functionality into production; and

•Migration of new clients and transfer of the OE platform clients, which will continue

into 2021

SmartsharesCAPEX relates to:

•Front office operating system (Bloomberg AIM and BSKT); and

•Digital tools –the delivery of digital tools for improved client servicing and efficiency,

which will continue into 2021

28
Cash Flows

NZX Full Year 2020 Results

Operating activities

•Cash flow from operating activities includes net interest and income tax paid

•The increase reflects a higher Net Profit After Tax and working capital

movements (e.g. timing of receivables receipts and trade payables payments)

Investing activities

•Investing activities relate to CAPEX, which is primarily:

•Wealth Technologies software development;

•the Trading System upgrade; and

•the Network Transformation project

Financing activities

•Financing activities includes dividends which are net of participation in the

dividend reinvestment plan, and payment of lease liabilities.

2020

$000

2019

$000

Change

Fav/ (unfav)

Operating activities31,23424,79026.0%

Investing activities(9,970)(8,300)(20.1%)

Financing activities(16,229)(14,135)(14.8%)

Net increase in cash and cash equivalents5,0352,355113.8%

29
Final Dividend and

2021 Earnings Guidance

30
Final Dividend2021 Earnings Guidance

NZX Full Year 2020 Results

Final Dividend

•The Board has declared a fully imputed final dividend of 3.1 cents per share

•Dividend to be paid on 26 March 2021 to shareholders registered as at 12

March 2021

•Total dividends for the 2020 financial year are 6.1 cents per share fully

imputed

Dividend Policy

•The policy is to pay between 80% to 110% of adjusted Net Profit After Tax

over time, subject to maintaining a prudent level of capital to meet regulatory

requirements

•Adjustments include reversing the impact of intangible asset impairments (if

any)

Dividend reinvestment plan

•Available for the final dividend

•Shares will be issued at 1.0% discount

2021 Earnings Guidance

NZX expects full year 2021 Operating Earnings to be in the range of $31.5 million

to $35.5 million.

The guidance is subject to market outcomes, particularly with respect to market

capitalisation, total capital raised, secondary market value and derivatives

volumes traded, funds under management and administration growth and

technology costs.

Additionally this guidance assumes no material adverse events, significant one-off

expenses, major accounting adjustments, other unforeseeable circumstances, or

future acquisitions or divestments.

The next slides shows the KPI assumptions in arriving at this Earnings Guidance

Fully imputed dividends (CPS)FY 2020FY 2019

Interim dividend3.03.0

Final dividend3.13.1

Total dividends

6.16.1

* Operating earnings is not a defined performance measure in NZ IFRS. The Group's definition of

operating earnings may not be comparable with similarly titled performance measures and disclosures by

other entities.

31
NZX Full Year 2020 Results

2021 what Success looks like

External dependencies2021 deliverablesFive-year aspirational target range (2023) **

LOWHIGH

NZX GroupTotal shareholder return (%) *Dependent on external factors outlined

below

TSR average of 9.29% to 11.29% p.a. by December 2022

Earnings per share *Dependent on external factors outlined

below

EPS average of 8% to 16% p.a. by December 2022

Operating Earnings ***See earnings guidance$31.5 -$35.5 million$42 million$54 million

Grow Markets

-Issuer RelationshipsCapital raised

(total primary and secondary capital issued or raised

for equity, funds and debt)

•Listing ecosystem is dependent on

other market participants

•No major market correction

$10.0 billionThree year rolling average: $11 billionThree year rolling average: $12

billion

-Secondary MarketsTotal value traded•Participant activity levels drive value

traded

•No major market correction

$45.0 billion$42.5 billion$45.0 billion

Dairy derivatives lots traded•Participant activity levels and dairy

market price volatility drive lots traded

0.40 -0.50 million lots0.85 million lots1.4 million lots

-Data & InsightsRevenue growth (in subscriptions, licencesand dairy

subscriptions)

•Dependent on marketsgrowthAverage revenue growth: 5.0%Three year rolling average revenue

growth: 2.0%

Three year rolling average revenue

growth: 4.2%

Funds ManagementTotal funds under management•Investment market returns

•No major market correction

Average FUM growth: 14% FUM December 2023:

$5.0 billion

FUM December 2023:

$5.75 billion

Wealth TechnologiesTotal funds under administration•Investment market returns

•No major market correction

Migrate new clients onto the

platform

FUA December 2023:

$35 billion

FUA December 2023:

$50 billion

* Consistent with CEO long term incentive programme, see share based payments note in the financial statements for more information;

**The five year aspirational target range (2023) as presented in the Investor Presentation (February 2019 and December 2020) and are not financial forecasts.

***Operating earnings is not a defined performance measure in NZ IFRS. The Group's definition of operating earnings may not be comparable with similarly titled performance measures and disclosures by other entities.

Progress towards 2021 deliverables can be monitored withinthemonthly shareholder metrics

32
Questions?

33
Appendix

34
Appendix 1: Segmental Analysis

Operating Earnings By Business Unit

NZX Full Year 2020 Results

The segmental analysis has been updated to reflect the following changes:

•Markets are now viewed as a single segment, being an integrated business that supports the growth of NZ capital markets. The Marketsrevenue generating BUs are:

–Issuer Relationships –provider of issuer services for current and prospective customers;

–Secondary Markets –provider of trading and post-trade services for securities and derivatives markets operated by NZX, as well as the provider of a central securities

depository. Market operator for Fonterra Co-Operative Group, the Electricity Authority and the Ministry for the Environment; and

–Data & Insights –provider of information services for the securities and derivatives markets, and analytics for New Zealand's dairy sector.

Additionally the Markets business cost base includes the IT costs specific to providing NZ capital markets services.

•Regulation –the introduction of a new regulatory model and incorporated NZX Regulation Limited, as a stand-alone, independently-governed agency which performs all

of NZX’s frontline regulatory functions, resulting in the structural separation of the Group's commercial and regulatory roles.

Note -Corporate Services provides accommodation, legal, accounting, IT, HR and communications and marketing support to the other business units and subsidiaries.

Related costs are currently not recharged to the commercial business units and subsidiaries.

2020

$000

Issuer RelationshipsSecondary MarketsData & InsightsMarkets

Sub-total

Funds ManagementWealth

Technologies

Corporate ServicesNZX Commercial

Operations

Sub-total

RegulationNZX Group

Total

Operating revenue15,192 27,343 16,146 58,681 13,669 2,425 205 74,980 3,446

78,426

Operating expenses(15,253)(8,071)(2,689)(15,072)(41,085)(2,945)

(44,030)

Operating earnings43,428 5,598 (264)(14,867)33,895 501

34,396

FTEs74.7 52.8 55.7 56.6 239.8 17.5

257.3

Operating margin74.0%41.0%(10.9%)N/A45.2%N/A

43.9%

2019

$000

Issuer RelationshipsSecondary MarketsData & InsightsMarkets

Sub-total

Funds ManagementWealth

Technologies

Corporate ServicesNZX Commercial

Operations

Sub-total

RegulationNZX Group

Total

Operating revenue14,887 21,870 14,934 51,691 12,881 1,693 475 66,740 2,808

69,548

Operating expenses(12,890)(6,833)(2,573)(13,010)(35,306)(2,878)

(38,184)

Operating earnings38,801 6,048 (880)(12,535)31,434 (70)

31,364

FTEs64.5 45.2 45.1 50.9 205.7 20.5

226.2

Operating margin75.1%47.0%(52.0%)N/A47.1%N/A

45.1%

35
Appendix 1: Markets –Issuer Relationships

Tasked with creating a compelling and attractive proposition for our current and prospective equity, fund and debt customers

NZX Full Year 2020 Results

Highlights

•Total capital (primary and secondary) raised $17.6 billion

•All listing pathways used during the year:

•IPO –New Zealand Rural Land Co (NZL), RuaBioscience (RUA) as NZX sole listings, and

Harmoney(HMY) as a dual listing

•Direct Listing –Radius Residential Care (RAD) was the first under new direct listing rules

•Reverse Listings -Me Today (MEE), SMW Group (SMW) and PromisiaIntegrative (PIL)

•Foreign Exempt Listing –the ASX-listed Auckland Real Estate (AKL) was the first under

under the new foreign exempt provisions

•ETFS –Smartshares listing 4 new core series ETFs

•Green Bonds -nearly $1 billion listed in 2020 by issuers such as Mercury NZ (supporting NZ’s

transition to a low emissions future), Auckland Council (electrification of transport and cycleway

projects), and Argosy (sustainable workplaces for tenants)

•Other sustainable and ethical investment opportunities included Housing New Zealand (Kāinga

Ora) bonds ($550m) supporting the development of good quality, affordable housing

•Launched NZX Partnership with Syndex(1 July 2020)

•Capital Markets 2029 recommendations are being progressed e.g. research solution for new

issuers provided by Smartkarma

Operating revenue

•Annual listing fees have been positively impacted by the growth in number and value of debt

instruments, and the growth in equity market capitalisation. Note –the Annual listing fee year

runs from 1 July to 30 June; with fees based on:

•H1-20 fees are based on market capitalisation at 31 May 2019; and

•H2-20 fees are based on market capitalisation at 31 May 2020

•Primary and secondary listing fees driven by retail debt listings and equity recapitalisations

respectively

Strategic metrics20202019

Change

Fav/(unfav)

Equity market capitalisation

$185.495 billion$161.497 billion14.8%

Funds market capitalisation

$6.237 billion$4.966 billion25.6%

Debt market capitalisation

$40.984 billion$35.540 billion15.3%

Total Market Capitalisation

$232.716 billion$202.003 billion15.2%

Primary capital raised

$5.981 billion$7.158 billion(16.4%)

Secondary capital raised

$11.649 billion$11.508 billion1.2%

Total capital raised

$17.630 billion$18.666 billion(5.5%)

Operating Revenue

2020

$000

2019

$000

Change

Fav/(unfav)

Annual listing fees

(net of internal revenue allocation)

9,7159,5321.9%

Primary listing fees

1,1081,0802.6%

Secondary issuance fees

4,3694,2752.2%

Total operating revenue

15,19214,8872.0%

36
Appendix 1: Markets –Secondary Markets

Tasked with driving secondary market development across all markets and managing participant relationships, and delivering on

our contracted service provider offerings

NZX Full Year 2020 Results

Highlights

•Significant engagement with Participants and coordination of supporting market infrastructures during

COVID-19 lockdown period to deliver ongoing market performance

•Record value traded $53.7 billion with record on-market trading activity 63.0%

•Record trades 12.1 million, with significant retail investor participation throughout the year

•The total number of Trading, Clearing, Depository and Sponsor Participants has reduced by 1 since

December 2019. NZX saw the resignation of Deutsche Securities Australia, inline with its global withdrawal

from its equities businesses, and Straits Financial from the Derivatives market, following a loss of their

client. NZX accredited Snowball Effect as a Sponsor Participant.

•BNP Paribas is expected to become a General Clearing Participant in H1-2021

•Trading system upgrade project delayed as result of COVID-19 –expected go live H1-2021, including launch

of NZ DARK

•NZX Clearing consultation on Recovery and Resolution planning continuing

•NZX Depository business continues to grow through increased assets (+37.9%) and transactions (+104.6%)

as BNP clients increase the number of assets held within NZX CSD

•Dairy derivatives –Heads of Agreement with the Singapore Exchange (SGX) in relation to a global

partnership to grow NZX’s dairy derivatives market.

•Energy –successful bid to the Ministry for the Environment to provide a carbon managed auction service in

partnership with the European Energy Exchange (EEX)

Operating revenue

•Participant services revenue relates to increased fees from 1 July 2019

•Securities trading and clearing revenues have been impacted by:

-the total value traded and cleared being 41.8% higher; and

-the fee structure changes on 1 July 2019 (e.g. trading fee cap has been raised and clearing tiers

reduced)

•Dairy derivatives revenue –whilst there was growth in lots traded of 0.5%, this was offset by lower margin

fees due to the reduced OCR rate

•Contractual revenue in line with long term contracts with the Electricity Authority and Fonterra

•Consulting and development revenue is being earned through enhancements to the electricity market

systems, including the market real time pricing project, which is due for completion in 2022. As well as the

current year development of the carbon managed auction service for the Ministry for the Environment

Strategic metrics20202019

Change

Fav/(unfav)

Number of trades12.11 million4.86 million149.1%

Total value traded$53.7 billion$37.8 billion41.8%

Percentage of value on-market63.0%54.3%16.0%

Depository assets under custody$4,790 million$3,473 million37.9%

Dairy derivatives lots traded360,887358,928 0.5%

Number of participants3435 (2.9%)

Operating Revenue

2020

$000

2019

$000

Change

Fav/(unfav)

Participant services revenue

(net of internal revenue allocation)

7386877.4%

Securities trading revenue

5,5323,83144.4%

Securities clearing revenue

8,7466,04544.7%

Dairy derivatives revenue

1,3051,528(14.6%)

Consulting and development revenue

2,1431,061102.0%

Contractual revenue

8,8798,7181.8%

Total operating revenue

27,34321,87025.0%

37
Appendix 1: Markets –Data & Insights

Tasked with growing existing data revenues and turning raw data into insights that supports growth in all markets

NZX Full Year 2020 Results

Highlights

•Recurring revenue increased 8.1%:

•Royalty revenue growth of 5.4% is a mix of professional terminals (increased 3.7%) and

retail terminals (increased 72.4%)

•Licencing growth of 5.7% driven by increase in non-display applications from changing

data usage and ability to capture revenue

•Indices business growth has been driven through an increase of passive assets under

management and additional index data clients

•Connectivity client relationships now under D&I control

•Audit activity continues to be high, driving one off audit and back dated licencing revenue

•Working with S&P to create local ESG indices

Operating revenue

•Royalties from terminals revenue increase relates to higher terminal numbers (mainly retail)

•Subscriptions and licencesrevenue increase is driven by increased license numbers, increased

non-display usage, and renewing client license arrangements post audit.


Dairy subscription revenue has been adversely impacted by churn of dairy subscriptions and the

deferral of the 2020 dairy conference

•Indices revenue has been an area of focus to drive increasing market liquidity

•Auditand back dated licencing revenue has remained high due to high levels of audit activity;

activity levels are expected to tail off over the coming years

•Connectivity revenue has increased in line with increased connectivity requirements from both

market participants and data vendors.

•Other revenue included Fundsourcerevenue which was sold on 21 June 2019

Strategic metrics20202019

Change

Fav/(unfav)

Terminal numbers (3 month average)8,720 7,444 17.1%

Licences130 123 5.7%

Proprietary security products subscriptions310 310 0.0%

Dairy data products subscriptions474504 (6.0%)

Operating Earnings

2020

$000

2019

$000

Change

Fav/(unfav)

Royalties from terminals

6,5396,2055.4%

Subscriptions and licences

4,5173,70521.9%

Dairy data subscriptions

607727(16.5%)

Indices

1,04280429.6%

Audit and back dated licences

1,0681,289(17.1%)

Connectivity

2,3732,10512.7%

Other

-99N/A

Total operating revenue

16,14614,9348.1%

38
Appendix 1: Markets

An integrated business that supports the growth of NZ capital markets

NZX Full Year 2020 Results

Operating expenses (continued)

•Personnel costs have increased by more than wage inflation due to 2020 having higher average

FTEs, arising fromthe additional roles noted above. Additionally there is the full year cost impact

from the replacement of the Head of Issuer Relationships.

•Capitalisedlabour levels have been lower with the deferral of the trading system upgrade due to

the COVID-19 lockdown and the focus on increasing trading and clearing system capacity and

maintaining market stability.

•Information technology costs are higher due to:

•Denial of service (DDoS) –third party assistance during the DDoS attacks and increased

ongoing third party support to mitigate the impact of any future DDoS attacks;

•Trading and clearing system costs –impacted by movements in FX rates;

•Energy IT costs –have been using 3rd party specialist support to assist with the

development of the carbon managed auction service for the Ministry for the Environment;

and

•Data & Insights IT costs –increases in software licences associated with the delivery of

customer management data platforms

•Professional fees relate to:

•annual assurance program –including audit fees (e.g. Clearing House annual operations

audit), tax advice; energy audit obligations under Electricity Authority contract (e.g. Energy

Clearing Manager review in the current year);

•stock lending and borrowing costs $7k (2019: $96k) –which vary according to activity

levels (the revenue is recognised in clearing revenue)

•royalty audit fees $813k (2019 $625k) –which are charged as a proportion of the royalty

audit receipts. Royalty audit receipts and audit fees are recognised on a gross basis; and

•Marketing costs –marketing focus has increased for the Issuer Relationship team and includes

increased membership of various industry groups to identify listing pipeline opportunities.

Marketing costs have been lower as a result of the COVID-19 lockdown. Additionally the Singapore

Dairy Conference (Sponsorship is recognised on a gross basis in dairy derivatives revenue) was

deferred in 2020 due to COVID-19

•Other costs -travel costs have been lower as a result of the COVID-19 lockdown

Operating Earnings

2020

$000

2019

$000

Change

Fav/(unfav)

Operating revenue

Issuer Relationships

15,19214,8872.0%

Secondary Markets

27,34321,87025.0%

Data & Insights

16,14614,9348.1%

Total operating revenue

58,68151,69113.5%

Operating expenses

Gross personnel costs

9,7458,310(17.3%)

Less capitalised labour

(396)(321)23.2%

Personnel costs

9,3497,989(17.0%)

Information technology costs

4,6073,512(31.2%)

Professional fees

885834(6.1%)

Marketing

323256(26.2%)

Other expenses

24242543.1%

Capitalised overhead

(153)(126)21.4%

Total operating expenses

15,25312,890(18.3%)

Operating earnings

43,42838,80111.9%

FTEs (at 31 December)

74.7 64.5 (15.8%)

Operating expenses (continued)

•Headcount movements, other than changes in vacancies, include additional roles:

•Issuer Relationships (+2 FTEs) –focused on origination, with active pipeline

development and conversion;

•Energy (+4 FTEs) –to deliver consulting and development revenue including the

electricity market real time pricing project and the carbon managed auction

service; and

•Securities IT (+2 FTEs) –to deliver technology solutions to increase trading and

clearing system capacity and maintaining market stability

39
Appendix 1: Smartshares

This business comprises the SuperLifesuperannuation and KiwiSaverproducts and Smartshares Exchange Traded Funds

NZX Full Year 2020 Results

Highlights

•Continued growth in member numbers / unitholders, positive cash flows (2020: $803m) and Funds

Under Management (FUM) to $5.1b

•First new institutional investor into both managed funds and a separately managed portfolio

•We continue to invest in the Smartshares business for growth and to manage risks including

implementing Bloomberg AIM and BSKT (front and middle office operating system), launched (July

2020) four new ETF funds, setting upstock lending and borrowing services, applying for an Asia Region

Funds Passport, and enhancing Smartshares digital tools

Operating revenue

•FUM based revenue positively impacted by:

•Higher average FUM +20.4% (2020: $4.155b, 2019: $3.451b) over the period which is a

combination of market returns and positive net cash flows; offset by

•fund expense increases associated with new funds, and the segregation and unitisation of

SuperLifeInvest providing access for wholesale clients in mid 2019; partially reduced by

efficiencies from the changed operating model in late 2019 (including changing custodian for

some funds and internalising management of the Cash Funds) and improvements to supplier

arrangements

•Member based revenue has decreased due to a historical pricing provision ($748k) which more than

offset the increase in investor numbers in 2020 of 6.0%

•Other revenue has been impacted negatively by the decrease in OCR and positively by the

commencement of stock lending services

Operating expenses

•Headcount impacted by a lower number of vacancies, with only one vacancy at 31 December 2020

(2019: six), as well as growing sales and customer services resources to support client and FUM growth

•Personnel costs have increased by more than wage inflation due to 2020 having higher average FTEs,

arising from growth in sales and customer services resourcing to support growth. Additionally the full

year cost impact from the strengthening of the leadership team in 2019 (COO and CIO). Partly offset by

a higher level of capitalised labour

•Information Technology costs include the Bloomberg (front and middle office operating system) costs

from Q4-20 onwards

•Professional fees include the costs of investing for growth projects noted in the highlights section

opposite. Professional fees associated with the historical pricing matters are approx. $220k

•Marketing spend was lower during the COVID-19 lockdown period

•Corporate Services provides accommodation, legal, accounting, IT, HR, communications and marketing

support at a no transfer pricing charge

•Otherexpenses include the FMA Levies ($160k) and MBIE costs for lodging Product Disclosure

Statements ($170k)

Strategic metrics20202019

Change

Fav/(unfav)

Net cash flow$803 million $476 million 68.7%

Fund Under Management (external FUM)$5.078 billion$3.968 billion28.0%

Operating Earnings

2020

$000

2019

$000

Change

Fav/(unfav)

Operating revenue

FUM based revenue (net of fund related expenses)

11,8819,97719.1%

Member based revenue

1,2692,373(46.5%)

Other revenue

519531(2.3%)

Total operating revenue (net of fund related expenses)

13,66912,8816.1%

Operating expenses

Gross personnel costs

5,8855,242(12.3%)

Less capitalised labour

(281)(258)8.9%

Personnel costs

5,6044,984(12.4%)

Information technology costs

271118(129.7%)

Professional fees

1,244734(69.5%)

Marketing

4194394.6%

Other expenses

630584(7.9%)

Capitalised overhead

(97)(26)273.1%

Total operating expense (excluding fund related expenses)

8,0716,833(18.1%)

Operating earnings

5,5986,048(7.4%)

FTEs (at 31 December)

52.845.2(16.8%)

40
Appendix 1: Wealth Technologies

This business is a platform that enables advisers and brokers to manage client investments

NZX Full Year 2020 Results

Highlights

•Successfully migrated three new clients in 2020 increasing FUA to $7.2 billion

•Further functionality released into production and expanded resourcing to support growth

Operating revenue

•Administration (FUA based) fees driven by:

•New platform –FUA continues to increase, with FUA from the new clients migrated onto

the platform in 2020; and

•OE (legacy) platform –FUA growth of 23%

•Development fees are specific to customer requirements and deferred income release started

when a customer transitioned

Operating expenses

•Headcount is dependent at any point in time on the levels of:

•platform investment (including migration activity) required for current and future clients;

and

•operational services provided to current clients

•Personnel costs (net of capitalisation) have increased reflecting sales activity, additional

operational staff for new clients and lower levels of annual leave (a COVID-19 lockdown impact)

•Capitalisedlabour at $4.95m (2019: $3.39m) and capitalised overhead being $0.99m (2019:

$0.64m) reflects increased development

•Information Technology cost increases are due to additional data hosting, data feeds and software

licensing costs relating to new clients

•Professional fees include legal advice on contracts with new clients, taxation advice and internal

control reviews (e.g. ISAE 3402 Control Readiness Assessment of the new platform)

•Other expenses include office costs (e.g. electricity, rates, stationery etc), travel, non recoverable

GST. There was a lower level of compliance costs in the current year

Strategic metrics20202019

Change

Fav/(unfav)

Funds Under Administration (FUA)

7.197 billion 2.297 billion 213.4%

Operating Earnings

2020

$000

2019

$000

Change

Fav/(unfav)

Operating revenue

Administration (FUA based) fees

2,0251,54531.1%

Development fees / deferred income release

400148170.3%

Total operating revenue

2,4251,69343.2%

Operating expenses

Gross personnel costs

7,6075,424(40.2%)

Less capitalised labour

(4,952)(3,386)46.2%

Personnel costs

2,6552,038(30.3%)

Information technology costs

701609(15.1%)

Professional fees

169141(19.9%)

Marketing

41N/A

Other expenses

15042164.4%

Capitalised overhead

(990)(637)55.4%

Total operating expenses

2,6892,573(4.5%)

Operating earnings

(264)(880)70.0%

FTEs (at 31 December)

55.745.1(23.5%)

41
Appendix 1: Corporate Services

This function provides Accommodation, finance, HR, legal, IT and communications and marketing support to the business

NZX Full Year 2020 Results

Highlights

•Currently implementing the recommendations laid out by the Capital Markets 2029 report that NZX

has a role to play in

•Continued focus on fitness and automation, for example our Network Transformation project has

delivered a new network, VPN and firewall capabilities

Operating revenue

•Revenue relates to the sublease of spare office space (ceased June 2020) and NZX.com advertising

revenue (ceased May 2020)

Operating expenses

•Headcount changes include additional legal, HR and communications resources to support the

Smartshares and Wealth Technologies businesses. As well as additional project management

resources for energy projects.

•Personnel costs have increased by more than wage inflation due to 2020 having higher average FTEs,

arsing fromadditional legal, HR and communications resources to support the Smartshares and

Wealth Technologies businesses. As well as additional project management resources for energy’s

increased development revenue generating projects. Additionally there is the full year cost impact

from the prior year’s new or extended roles created to drive strategic execution in for example cyber

security

•Capitalisedlabour levels have been lower for the project management team due to the COVID-19

lockdown and the focus on increasing trading and clearing system capacity and maintaining market

stability.

•Corporate IT costs include project costs for theNetwork Transformation to strengthen NZX’s cyber

security, additional license costs to improve resilience of NZX's clearing and settlement system

(BaNCS), and the modification of existing security services plus the implementation of additional

Denial of Service (DDoS) security services

•Professional fees include internal audit fees, annual conflicts and board evaluation reviews.

Additional one off costs relate to the independent external reviews of:

•NZX clearing and settlement system (BaNCS) technical issues arising from significantly

increased trading volumes, messaging, notifications and shareholder balance enquiries; and

•DDoS attacks on the NZX.com website

•Marketing activities (such as the investor relations programme and marketing the exchange business)

were impacted by the COVID-19 lockdown

•Other expenses include premises (other than rent), insurance, directors’ fees, travel, external audit

costs, outsourced payroll system, corporate memberships, and statutory and compliance costs, net of

capitalised overhead

Corporate Services provides accommodation, legal, accounting, IT, HR and communications and marketing support to all

business units and subsidiaries (including the Funds Management and Wealth Technologies businesses). Related costs are

currently not recharged to the commercial business units and subsidiaries

Operating Earnings

2020

$000

2019

$000

Change

Fav/(unfav)

Operating revenue

Sublease revenue

142278(48.9%)

Other revenue

63197(68.0%)

Total operating revenue

205475(56.8%)

Operating expenses

Gross personnel costs

8,8707,935(11.8%)

Less capitalised labour

(292)(310)(5.8%)

Personnel costs

8,5787,625(12.5%)

Information technology costs

3,5342,640(33.9%)

Professional fees

853469(81.9%)

Marketing

30461250.3%

Other expenses

2,6112,461(6.1%)

Capitalised overhead

(116)(122)(4.9%)

Internal allocation to Regulation

(692)(675)2.5%

Total operating expenses

15,07213,010(15.8%)

Operating earnings

(14,867)(12,535)(18.6%)

FTEs (at 31 December)

56.650.9(11.2%)

42
Appendix 1: Regulation (NZ RegCo)

Tasked with performing all of NZX’s frontline regulatory functions, resulting in the structural separation of the Group's

commercial and regulatory roles

NZX Full Year 2020 Results

Highlights

•Finalised structural changes to strengthen NZX’s regulatory operating and governance model, which

now aligns to global best practice. Regulation is structurally separate from NZX's commercial and

operational activities. Governed by a separate board with an independent Chair and the majority of

members independent of the NZX Group. Targeting to operate on a cost-neutral basis

•NZ RegCoprovided market support during COVID-19, includinga number of class relief packages

targeted at issuers and participants

•Release of consultation proposing that PFI be made voluntaryfor listing profiles

•NZ RegCooperating earnings before internal revenue and cost allocations was a loss of $(578)k

(2019: $(969)k). NZ RegCoreceives an internal allocation of:

•revenue –relating to NZ RegCo’sshare, for services provided, of Annual Listing Fees and

Annual Participants Fees; and

•costs –relating to Corporate Services costs i.e. accommodation, legal, accounting, IT, HR

and communications and marketing support

The internal allocations are set at the commencement of the year based on the services

expected to be provided by / to NZ RegCo, and are intended to subsidise NZ RegCoto a achieve

a break even operating result over the medium term. In 2020 NZ RegCoundertook a higher

level of recoverable fee based work than anticipated, resulting in the operating earnings post

internal allocations being $501k (2019: $(70)k).

Operating revenue

•Regulatory services fees (including Issuer Compliance, Participant Compliance and Surveillance)

include revenue for defined services (based on a fee schedule) and revenue for certain enforcement

matters referred to the NZ Markets Disciplinary Tribunal (on a time and materials basis).

Additionally, there is a revenue allocation of Annual Listing Fees, Annual Participants Fees and

internal staff fees from NZX Limited to NZ RegCo.

Operating expenses

•Headcount is lower due to three vacancies at 31 December 2020 (2019: none)

•Personnel costs have remained comparable to the previous year

•Information technology costs include SMARTS surveillance software costs

•Professional fees relate to the legal costs on set up of NZ RegCo

•Other expenses include NZ RegCodirector fees and travel costs

•Internal costs allocations relate to Corporate Services costs i.e. accommodation, legal, accounting, IT,

HR and communications and marketing support

Operating Earnings

2020

$000

2019

$000

Change

Fav/(unfav)

Operating revenue

Issuer compliance services

72752438.7%

Participant compliance services

1571449.0%

Surveillance

79156639.8%

Listing fees & participants services

1,7711,57412.5%

Total operating revenue

3,4462,80822.7%

Operating expenses

Gross personnel costs

1,9082,0165.4%

Less capitalised labour

(4)(13)(69.2%)

Personnel costs

1,9042,0034.9%

Information technology costs

179168(6.5%)

Professional fees

1112(5450.0%)

Marketing

26-N/A

Other expenses

35350.0%

Capitalised overhead

(2)(5)(60.0%)

Internal costs allocation

692675(2.5%)

Total operating expenses

2,9452,878(2.3%)

Operating earnings

501(70)815.7%

FTEs (at 31 December)

17.520.514.6%

43
Appendix 2: Operating Revenue Definitions

NZX Full Year 2020 Results

IssuerRelationships

Annual listing fees paid by NZX’s equity, fund and debtissuers is driven

by the number of listed issuers, andequity, debt and fund market

capitalisations as at 31 Mayeachyear.

Primary listing fees are paid by all issuers at the time oflisting. The

primary driver of this revenue is the numberof new listings and the

value of capitallisted.

Secondary issuance fees are paid by existing issuers whena company

raises additional capital through placements,rights issues, the exercise

of options, dividendreinvestment plans, or subsequent debt issues.

Theprimary driver for this revenue is the number of secondary

issuances and the value of secondary capitalraised.

Data &Insights

Royalties from terminals revenue relate to the provision of capital

markets real time data for display on terminals (retail and

professional).

Subscription and licences revenue relate to the provision of capital

markets data to market participants andstakeholders.

Dairy data subscriptions revenue relate to the sale of dairy data

and analyticalproducts.

Indices revenue relates to the revenue generated on index

licensing in partnership with S&P

Connectivity revenue relates to the provision of connectivity and

access to the NZX operated markets for market participants and

data vendors, which is recognised over the period the service is

provided.

SecondaryMarkets

Participant services revenue is charged to marketparticipants

(broking, clearing and advisory firms) that areaccredited for NZX’s

equity, debt and derivatives market.

Securities trading revenue comes from the execution oftrades on the

equity and debt markets operated by NZX.Trading fees are a variable

fee based on the value of thetrade.

Securities clearing revenue relates to clearing andsettlement

activities, and a range of securities relatedservices such as stock

lending undertaken by NZX’ssubsidiary New Zealand Clearing and

DepositoryCorporation. The largest component is clearing fees,

which are based on the value of settledtransactions.

Dairy derivatives revenue relates to trading, clearing andsettlement

fees for trading NZX dairy futures and options.Fees are largely charged

in USD (reflecting the globalnature of the market) per lottraded.

Contractual and development revenue arises from the operation of:

•New Zealand’s electricity market, under long-term contract from

the Electricity Authority;

•the Fonterra Shareholders’ Market, under a long term contract

from Fonterra; and

•New Zealand’s Emissions Trading Scheme managed auction services,

including implementation services, under a long term contract from

the Ministry for the Environment.

Consulting and development revenue arises on a time and materials

basis.

FundsManagement

Funds under management based revenue relates tovariable Funds

Under Management (FUM) fees, which arenow received net of fund

expenses for all funds. Fundexpenses include a combination of fixed

costs (principallyoutsourced fund accounting and administration

costs, registry feesand audit fees), and variable costs proportionate to

FUM (principally custodian fees, trustee fees, index fees,settlement

costs and third party managerfees).

Member based revenue includes fixed membership

administration fees and other memberservices.

Wealth Technologies

Administration (funds under administration based) feesrelates

to administration fees for the wealth managementplatforms and are

proportionate to Funds UnderAdministration(FUA).

Development fees / deferred income release relatesto

customisation of the wealth management platformspecific to

client requirements.

Regulation

Issuer compliance services revenue arises from time spent by NZ

RegCoreviewing listing and secondary capital raising documents,

requests for listing rule waivers, and other significant issuer

matters.

Participant Compliance services revenue arises fromtime spent by NZ

RegCoreviewingparticipant applications.

Surveillance Recoveries arises fromtime spent by NZ RegCoon

market surveillance activities that are recoverable from market

participants.

44
Contact

MarkPeterson

Chief Executive Officer

mark.peterson@nzx.com

+64 21 390636

GrahamLaw

Chief Financial Officer

graham.law@nzx.com

+64 29 4942223

45
The information provided is a guide only and intended for general information purposes. It does not constitute investment advice.

Any representation or statement expressed in this information is made in good faith on the basis that NZX Limited (NZX) or any of

its related companies is not able to be liable in respect of such representation or statement arising in any way including from any

error or omission. This information should not be relied upon as a substitute for detailed advice from an authorised financial

adviser. NZX does not guarantee the accuracy and/or completeness of the information, or the accuracy of third-party information.

NZX assumes no responsibility to update this report after publication. Except for any liability which cannot be excluded, NZX, its

directors, officers, employees and agents disclaim all liability for any error, inaccuracy or omission, or any loss suffered through

relying on this report.

All information provided is confidential in nature and is imparted in confidence. As such, the information should not be disclosed to

any other person. No part of this information may be redistributed or reproduced in any form or by any means without the written

consent of NZX.

Copyright © NZX Limited.

Thank you

---

NZX reports step-change in growth, with further lift in earnings
• Operating earnings up 9.7% to $34.4m

• Record trading levels, with 41.8% increase in value traded to $53.7b

• Revenue growth across Capital Markets, Smartshares, NZX Wealth Technologies

• Net profit after tax (NPAT) was $17.6m, up 20.1%

• FY2021 operating earnings guidance range $31.5m to $35.5m


17 February 2021 –

NZX today announced operating earnings from continuing activities of $34.4 million

for the financial year ended 31 December 2020, up 9.7% on FY2019.

NZX Chair, James Miller, said that – while 2020 presented challenges for many sectors of the economy –

the extraordinary year provided the opportunity for New Zealand’s capital markets to provide essential

capital funding for businesses in need.

“Never before has the value of having access to capital been so evident for New Zealand businesses. We

have also seen the most significant re-engagement with equities as an investment class in the past 30

years.”

The S&P/NZX 50 (Gross) finished the year at 13,092 – up a further 14% on the substantial lift the

previous year. The total market capitalisation of all NZX listed securities across equity, fixed income and

fund asset classes now exceeds $233 billion and sits at 76.6% of New Zealand’s GDP (Gross Domestic

Product).

Mr Miller said: “This has been a year of record activity in our market, and the environment has supported

the growth in NZX’s operating earnings to a new high, slightly above our guidance range”.

The NZX Board has declared a final dividend of 3.1 cents per share to be paid on 26 March 2021,

contributing to a FY2020 dividend of 6.1 cents per share, fully imputed. Together with the strong

appreciation in NZX’s share price, the total shareholder return (TSR) for the year ended 31 December

2020 was 50.3%.

YEAR OF MARKET RECORDS

Chief Executive, Mark Peterson, said global volatility, a low interest rate environment and greater interest

in investing helped push trading volumes to record levels.

The health and vitality of our markets in 2020 is reflected in the 149% increase in the volume traded, and

42% increase in the value traded for the full year to $53.7 billion compared with $37.8 billion the previous

year.

Mr Peterson said there was clear evidence of ongoing strategic progress from removing the fixed-fee

elements of trade fees, improving rules to support price transparency and attracting new Participants and

investors to the NZX.

“This has opened up access to a broader range of investors, lifted on-market activity and delivered

improved liquidity to our exchange. Alongside the increase in value traded across the NZX, we continue

to observe growth in on-market liquidity levels which have now normalised above 60%.”

Revenue growth came from across Capital Markets, Smartshares and NZX Wealth Technologies.

Securities trading and clearing revenues were up strongly, with listing and data revenues also showing

good growth. Higher costs in 2020 were driven by increased spend in technology, alongside investing in

people and capability to support the growth and sales opportunities that are being created.

Net profit after tax for the period (NPAT) was $17.6 million, up 20.1%.



Mr Miller said the year had been “incredibly challenging for the entire capital markets ecosystem. 2020

has also given us pause for thought in how we can improve the way we manage risk and embed the

learnings for the future”.

In particular, NZX has acknowledged the issues that have affected its technology platforms and market

participants in 2020 and recognised the need for further investment in technology to enhance platform

stability and resilience, and deliver other improvements, confirming additional spend on people and

systems in 2021.

Following the release at the end of January of the Market Operator Obligations Targeted Review – NZX

from the Financial Markets Authority (FMA), NZX will work constructively with the FMA to agree an action

plan to address the findings of its review. The plan will include establishment of an industry-wide

ecosystem technology forum to improve engagement and communications on market technology matters.

NZX capital expenditure continues to be focused on NZX Wealth Technologies' core platform and NZX’s

trading system upgrade, together with strengthening our cybersecurity protection.

FOCUS ON CUSTOMERS

Mr Peterson said that while NZX had a strong tail-wind during the year, the results in 2020 had come from

the strategic platform established over the past three years.

He said capital requirements in the wake of COVID-19, and the greater attractiveness of equity funding,

had seen the value of capital raised for the year total $17.6 billion.

The price volatility created by COVID-19 did impact new debt market issuance materially from March

through to July. However, the market came back strongly from August through to December with 12 new

debt securities totalling $2.7 billion issued; $825 million of this was in green bonds.

Mr Peterson said NZX’s sales and marketing focus had been on promoting the market to companies who

may benefit from having access capital or to owners who may want to release capital for other purposes.

The listings from Radius Healthcare, Rua Bioscience, Harmoney, Auckland Real Estate and Rural Land

Company in 2020 highlighted the breadth of businesses seeking capital for growth and the different

pathways to listing. He said NZX would be continuing to intensify the focus around attracting new listings

and supporting current listed companies accessing New Zealand’s equity, debt and funds markets.

Another positive was the proportion of on-market trading, which lifted to 62% of all value traded for the

year. Mr Peterson said: “Greater on-market liquidity assists market efficiency and price discovery and has

provided price improvement for small investors.”

NZX’s Trading System upgrade in 2021 is expected to further assist on-market liquidity with the delivery

of NZX’s mid-point order book pricing.

STRATEGIC PARTNERSHIPS

NZX maintained impetus in 2020 on a global strategy to secure partnerships that offer complementary

capabilities and strengths.



Mr Miller said the formation of a potential global partnership with Singapore Exchange (SGX) to grow

NZX’s dairy derivatives market has the potential to be “an important development for NZX and the wider

dairy sector”. Under the current non-binding Heads of Agreement both exchanges are exploring the listing

of NZX’s suite of dairy derivatives contracts on SGX’s trading and clearing platforms.

As reported at the half year, BNP Paribas is expected to become a General Clearing Participant during

the first half of 2021. “This is a positive signal about the potential in our markets, to have another high-

quality global bank, with a strong regional clearing footprint, strengthening its commitment to assist in

growing New Zealand’s capital markets,” Mr Peterson said.

NZX is also continuing to work in partnership with the European Energy Exchange to develop the

managed auction service for the New Zealand Emissions Trading Scheme (NZ ETS) – one of the

Government’s main tools for meeting domestic and international climate policy targets.

NZX’s Data & Insights business had another year of strong growth with revenue up 8%, coming from both

retail and professional terminal users. Subscription and licence revenue also grew from increased client

data usage. NZX has also had a positive response to the research solution implemented, in partnership

with Smartkarma, specifically to support coverage of small caps.

FINANCIAL SERVICES

Mr Peterson said NZX’s Smartshares business had continued to demonstrate robust growth, with Funds

Under Management increasing to more than $5 billion at year-end – up 28% and exceeding the 2023

strategic goal. Net cash inflows topped $800 million.

“As the market leader in Exchange Traded Funds (ETF), it has been encouraging to see some

institutional investors starting to move into passive investment products through Smartshares ETFs and

unlisted passive products – mirroring global trends.” Key initiatives included the launch of Smartshares

Core Series, with New Zealand's lowest cost fund tracking the S&P/NZX 50, and Select KiwiSaver our

first third-party hosted scheme.

Funds Under Administration with NZX Wealth Technologies (NZXWT) jumped more than 210%, reaching

more than $7 billion.

The successful onboarding of Hobson Wealth Partners, completed in November, added $3 billion and a

total of more than 28,000 portfolios are now being managed through NZXWT’s wealth management

platform. NZX Wealth Technologies is currently engaged with a number of new prospects for project

activity, and expects to see continued growth in 2021.

Mr Peterson said costs were carefully managed during FY2020 and remain a key focus, although the

business continues to invest for growth in target areas – including funds management and NZX Wealth

Technologies businesses to continue to take advantage of new customer opportunities.

SEPARATE REGULATORY MODEL

The new regulatory model for NZX’s listed markets (NZ RegCo) was launched in early December,

completing the structural separation of the Exchange’s commercial and regulatory roles.



Mr Miller said the establishment of NZ RegCo similar to models used by other international exchanges,

was ground-breaking in the 150-year history of New Zealand’s capital markets – in terms of the structure,

governance and the operating model.

FY2021 EARNINGS GUIDANCE

NZX expects full year 2021 operating earnings to be in the range of $31.5 million to $35.5 million, with

guidance subject to market outcomes, particularly with respect to market capitalisation, total capital

raised, secondary market value and derivatives volumes traded, funds under management and

administration growth and technology costs.

Additionally, this guidance assumes no material adverse events, significant one-off expenses, major

accounting adjustments, other unforeseeable circumstances, or future acquisitions or divestments.

ENDS.


For further information, please contact:

Media – David Glendining 027 301 9248

Investors – Graham Law 029 494 2223


About NZX

For more than 150 years we have been creating opportunities for Kiwis to grow their personal wealth and

helping businesses prosper. As New Zealand’s Exchange, we are proud of our record in supporting the

growth and global ambitions of local companies.

NZX operates New Zealand's equity, debt, funds, derivatives and energy markets. To support the growth

of our markets, we provide trading, clearing, settlement, depository and data services for our customers.

We also own Smartshares, New Zealand's only issuer of listed Exchange Traded Funds (ETFs), and

KiwiSaver provider SuperLife. NZX Wealth Technologies is a 100%-owned subsidiary delivering rich

online platform functionality to enable New Zealand investment advisors and providers to efficiently

manage, trade and administer their client's assets. Learn more about us at: www.nzx.com

---

Dear Shareholder,
On behalf of the NZX Board, I am pleased to share with you our 2020 Annual Report and Financial

Results, which were released today and are available to read online here.

Highlights for the year ended 31 December 2020:


Operating earnings of $34.4m, up 9.7%


Record trading levels, with value traded $53.7b, up 41.8%


Revenue growth across Capital Markets, Smartshares, NZX Wealth Technologies


Net profit after tax (NPAT) was $17.6m, up 20.1%


FY2021 operating earnings guidance range $31.5m to $35.5m

The extraordinary year provided the opportunity for New Zealand’s capital markets to demonstrate

resilience and provide essential capital funding for businesses in need. We have reported

encouraging earnings growth.

The S&P/NZX 50 (Gross) finished the year at 13,092 – up a further 14% on the substantial lift the

previous year. The total market capitalisation of all NZX-listed securities across equity, fixed income

and fund asset classes now exceeds $233 billion and sits at 76.6% of New Zealand GDP.

What has been most pleasing is the repositioning of NZX and our strategic direction under Mark

Peterson’s leadership. This has been recognised by the market with strong appreciation in the NZX

share price, and a total shareholder return (TSR) of 50.3% for the year ended 31 December 2020.

I want to thank our shareholders for their patience and support during the early stages of repositioning

the company. This has been a year of record activity in our market, and the environment has

supported the growth in NZX’s operating earnings to a new high of $34.4 million, slightly above our

guidance range.

Revenue growth came from across our three main business areas – Capital Markets with securities

trading and clearing revenues up strongly, along with listing and data revenues. Smartshares has also

achieved solid growth, with Funds Under Management at year-end of more than $5 billion, up 28%,

and – with the successful onboarding of new clients – NZX Wealth Technologies’ Funds Under

Administration reached more than $7 billion. Higher costs in 2020 were driven by increased spend in

technology, alongside investing in people and capability to support the growth and sales opportunities

that are being created.

Continued growth in FY2020 has provided a strong base for FY2021, with operating earnings

expected to be in the range of $31.5 million to $35.5 million.

Your Board has declared a final dividend of 3.1 cents per share (to be paid on 26 March 2021), taking

the FY2020 dividend to 6.1 cents per share, fully imputed.



Note the change to the payment of dividends by direct credit only, if you haven’t already, please

check that your bank account details are up to date.

In 2020 we have also taken some very important steps towards our long-term goal of becoming a

more vibrant and diverse participant in New Zealand’s capital markets ecosystem.

STRATEGIC PARTNERSHIPS

This includes maintaining impetus on a global strategy to secure partnerships that offer

complementary capabilities and strengths. The formation of a potential global partnership with

Singapore Exchange (SGX) to grow NZX’s dairy derivatives market has the potential to be an

important development for NZX and the wider dairy sector. NZX is also continuing to work in

partnership with the European Energy Exchange (EEX) to develop the managed auction service for

the New Zealand Emissions Trading Scheme (NZ ETS) – one of the Government’s main tools for

meeting domestic and international climate policy targets.

FY2021 EARNINGS GUIDANCE

Our momentum continues. NZX expects full year 2021 operating earnings to be in the range of $31.5

million to $35.5 million, with guidance subject to market outcomes, particularly with respect to market

capitalisation, total capital raised, secondary market value and derivatives volumes traded, funds

under management and administration growth and technology costs.

Additionally, this guidance assumes no material adverse events, significant one-off expenses, major

accounting adjustments, other unforeseeable circumstances, or future acquisitions or divestments.

Finally, a special thanks to my Board for the immense workload you have shouldered through this

year. I want to also pay tribute to our team at NZX, and our CEO Mark Peterson for how he has

genuinely cared for our people through these challenging and uncertain times.


James Miller

CHAIR

---

NZX Limited
Level 1, NZX Centre

11 Cable Street

PO Box 2959

Wellington 6140

New Zealand

Tel +64 4 472 7599


www.nzx.com


17 February 2021

Nominations for Directors – NZX Limited

NZX will hold its Annual Meeting on 8 April 2021 in Tauranga. Further details will be advised in

the Notice of Annual Meeting in due course.

For the purposes of NZX Listing Rule 2.3.2, NZX advises that the opening date for nominations

for directors is today, Wednesday 17 February 2021. The closing date for nominations of

directors will be Wednesday 3 March 2021.

All nominations must be received by 5.00pm on the closing date.

Nominations may only be made by a shareholder entitled to attend and vote at the Annual

Meeting.

Nominations should be addressed to:

Hamish Macdonald

Company Secretary, NZX Limited

Address: NZX, PO Box 100 555, Auckland 1010

Email: hamish.macdonald@nzx.com

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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