NZX Annual Meeting 2021

Our Annual
Shareholders’ Meeting
Business
A. Chairman’s welcome and strategic overview
B. CEO report on financial and business performance
C. Financial statements
To receive the Annual Report for the 12 months ended 31 December 2020, including the financial
statements and the auditor’s report.
D. Ordinary Resolutions
The following resolutions will be voted on at the meeting:
1. That the Board be authorised to determine the auditor’s fees
and expenses for the 2021 financial year;
2. To re-elect Nigel Babbage as a director of NZX Limited; and
3. To re-elect Lindsay Wright as a director of NZX Limited.
After serving eight years on the Board, Jon Macdonald is retiring as a director of NZX Limited and is not
seeking re-election.
The Board unanimously supports resolutions 1 to 3 and recommends that you vote in favour of them at
the meeting.
E. Other business
To consider any other business that may be properly brought before the meeting.
By order of the Board
Hamish Macdonald
COMPANY SECRETARY
As a shareholder of NZX Limited, you are invited to our Annual Meeting to be
held at the Trinity Wharf Hotel, Tauranga (or online) on Thursday, 8 April 2021
at 10am. NZX Limited is also enabling a virtual shareholder meeting option for
you to join and participate online.
Venue: Trinity Wharf Hotel, Tauranga
Date: Thursday, 8 April 2021
Time: 10:00am
If you are attending the meeting in person, please bring your CSN/Security holder number with you to help
make registration quick and simple with the Link Market Services team (who will be at the entrance to the room).
If you are joining the meeting online further instructions on how to participate are outlined below.
If there are additional lockdown restrictions as a result of COVID that require changes to the arrangements for
the Annual Meeting we will update you via announcements to NZX.

NZX Annual Shareholders’ Meeting 2021
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Explanatory Notes
All resolutions to be put to the meeting are discussed in the following
Explanatory Notes.
Resolutions 1 to 3 are proposed as ordinary resolutions and, to be passed, require approval by a simple
majority of votes of shareholders who are entitled to vote on the resolutions and who exercise their right to
vote. All references in this Notice of Meeting to the “Listing Rules” are references to the NZX Listing Rules
dated 10 December 2020.
Re s o lu t io n 1:
Auditor
KPMG is the current auditor of NZX. The Companies Act 1993 (“Act”)
provides that a company’s auditor is automatically re-appointed unless
the shareholders resolve to appoint a replacement auditor, or there is
another reason for the auditor not to be re-appointed. Section 207S of
the Act further provides that the auditor’s fees and expenses must be
fixed by the Company, or in the manner that the Company determines
at a shareholders’ meeting.
Shareholders are being asked to resolve that the Board is authorised
to fix the fees and expenses of KPMG for the 2021 financial year.
Resolution 2:
Re-election of Nigel Babbage as Director of NZX
Pursuant to Listing Rule 2.7.1, a director must not hold office without
re-election past the third annual meeting following the director’s
appointment, or 3 years, whichever is longer.
Nigel Babbage retires in accordance with Listing Rule 2.7.1, and
offers himself for re-election.
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.
Resolution 3:
Re-election of Lindsay Wright as a Director of NZX
Pursuant to Listing Rule 2.7.1, a director must not hold office without
re-election past the third annual meeting following the director’s
appointment, or 3 years, whichever is longer.
Lindsay Wright retires in accordance with Listing Rule 2.7.1, and offers
herself for re-election.
Lindsay was appointed as a director in February 2018. She has more
than 30 years’ financial services and funds management experience
locally and globally and brings to NZX extensive capital markets,
capital markets operations and funds management experience.
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 China
and Deutsche Asset Management. Lindsay started her career with
Bankers Trust in New Zealand, 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.

NZX Annual Shareholders’ Meeting 2021
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Important Information
Voting
You are entitled to vote at the Annual Meeting if you have a
shareholding in NZX Limited at 5.00pm on Tuesday 6 April 2021.
If you are entitled to vote and wish to do so in person, you should
attend the Annual Meeting.
A proxy form is enclosed with this Notice of Annual Meeting which allows
you to vote on the resolutions notified in this Notice of Annual Meeting.
Please bring this form with you to the meeting, as the barcode will assist
with your registration.
Proxies and corporate representatives
Any shareholder of NZX who is entitled to attend and vote at the Annual
Meeting, is entitled to appoint a proxy (or representative in the case of
a corporate shareholder) to attend the meeting and vote on their behalf.
A proxy need not be a shareholder of NZX.
If you appoint a proxy, you may either direct your proxy how to vote
for you, or you may give the proxy discretion to vote as he or she sees
fit. If you wish to give your proxy discretion, then you should make the
appropriate election, either online or on the proxy form, to grant your
proxy that discretion. You will be deemed to have given your proxy
discretion if you do not make an election in relation to any of
resolutions 1 to 3.
The Chair of the meeting is willing to act as proxy for any shareholder
who appoints him for that purpose. If you appoint the Chair of the
meeting as your proxy and do not direct the Chair how to vote in
the proxy form, the Chair will vote in favour of resolutions 1 to 3.
If, in appointing your proxy, you do not name a person as your proxy
(either online or on the proxy form that is lodged with Link Market
Services), or your named proxy does not attend the meeting, the Chair
of the meeting will be your proxy and may only vote in accordance with
your express direction. To be valid, a completed proxy form must be
returned so that it is received by no later than 10.00am on Tuesday
6 April 2021. Any proxy form received after this time will not be valid for
the meeting. You may return your completed proxy form by delivering
it to Link Market Services using one of the following methods:
Online at: https://investorcentre.linkmarketservices.co.nz/voting/nzx
(you will need your CSN/holder number and authorisation code (FIN))
Scan and email to: meetings@linkmarketservices.co.nz (use ‘NZX Proxy’
as email subject)
Mail to: Link Market Services, PO Box 91976, Auckland 1142,
New Zealand using the enclosed reply paid envelope
By hand to: Link Market Services, Level 11, Deloitte Centre,
80 Queen Street, Auckland 1010, New Zealand
Online Participation
To participate at the meeting online use the following link
to NZX’s share registrar’s virtual meeting platform:
http://www.virtualmeeting.co.nz/NZX21
Shareholders attending and participating in the meeting virtually
via the online platform will be able to vote and ask questions during
the meeting. If you will be participating online you will require
your shareholder number, found on your proxy form, for
verification purposes.
More information regarding virtual attendance at the meeting (including
how to vote and ask questions virtually during the meeting) is available
in the Virtual Annual Meeting Online Portal Guide, which is available at:
https://bcast.linkinvestorservices.co.nz/generic/docs/
OnlinePortalGuide.pdf
Webcast
If you are unable to attend the meeting and would like to follow
proceedings, you can view the Annual Meeting live by webcast
at the link http://www.virtualmeeting.co.nz/NZX21
A full replay of the webcast will be available via the link below and
can be accessed online at NZX’s Investor Centre:
https://www.nzx.com/about-nzx/investor-centre

Questions
Following the conclusion of formal business, there will be an opportunity
for shareholders at the meeting to ask questions.
To encourage shareholder participation, we also invite those unable to
attend in person to submit questions ahead of the meeting. If you would
like to submit a question you can do so online or using the enclosed
proxy form. Questions received by 10.00am on Tuesday 6 April 2021
will be addressed and answered at the meeting.
Copies of the Annual Meeting presentation materials will be published
and available online shortly before the meeting begins.

NZX Annual Shareholders’ Meeting 2021
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How to get to the Annual Meeting
Directions
Trinity Wharf is located near the Tauranga CBD at 51 Dive Crescent. If you’re coming from Tauranga Airport,
take the City Centre/Sulphur Point exit on the State Highway 2 overpass.
Turn left at the lights, head toward town and the hotel will be on your left.
Trinity Wharf reception: +64 577 8700
|
0800 577 8700
Trinity Wharf Tauranga
51 Dive Crescent,
Tauranga
Bay of Plenty
New Zealand

---

NZX Annual Shareholders’ Meeting 2021
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Lodge your proxy
Online
https://investorcentre.linkmarketservices.co.nz/voting/NZX
(CSN/holder number and authorisation code (FIN) required to vote)
Scan & Email
meetings@linkmarketservices.com
(please use “NZX Proxy Form” as the subject)
Mail
LINK Market Services
PO Box 91976, Auckland, 1142, New Zealand
(If mailing proxy from within New Zealand please use the pre-paid
envelope provided. If you are mailing from outside New Zealand
you can also use the return envelope but please add a stamp for
the required postage)
Deliver In Person
Link Market Services Limited, Level 11, Deloitte Centre,
80 Queen Street, Auckland
Proxy form for the NZX
2021 Annual Meeting
The Annual Meeting of NZX Limited (NZX or the
Company) will be held in the Trinity Wharf Hotel,
Tauranga, and virtually via an online platform
provided by NZX Limited’s share registrar, Link
Market Services at www.virtualmeeting.co.nz/
NZX21, on Thursday 8 April 2021, commencing at
10:00am. Please register and be seated by 9:50am.
If you will be attending online, you will require your
Holder Number for verification purposes.
Appointment of Proxy
If you do not plan to attend the Annual Meeting, you may appoint a
proxy. The Chairman or any other director can act as a proxy for any
shareholder who appoints him or her. If, in appointing your proxy,
you do not name a person to be your proxy (either online or on this
form), or your named proxy does not attend the meeting, the Chairman
of the meeting will be your proxy and vote in accordance wwith your
express direction.
Voting of your holding
Direct how to vote your proxy by making the appropriate election,
either online or on this from, in respect of each item of business
(resolution 1 to 3). If you do not make an election in respect of
a resolution your proxy may vote as they choose.
If you make more than one election in respect of a resolution your
vote will be invalid for that resolution.
Appointing the chairman of the meeting or
a director as your proxy
If you expressly appoint the Chairman of the meeting or any other
Director as your proxy and elect to give them discretion on how
to vote on a resolution, you acknowledge that they may exercise your
vote even if they have an interest in the outcome of that resolution.
The Chairman of the meeting and the directors intend to vote all
discretionary proxies in favour of resolutions 1 to 3.
Please complete, sign and lodge this Proxy Form and voting instructions
with LINK Market Services (NZX’s registry), no later than 10:00am on
Tuesday, 6 April 2021.
Proxies need to be lodged as per the instructions on this form.

Attending the meeting
If you propose to attend the Annual Meeting please bring this Admission
Card/Proxy Form intact to the meeting, the barcode is required for
registration at the meeting.
Signing instructions for proxy forms
Individual holding
Where the holding is in one name, the security holder must sign.
Joint holding
This Proxy Form may be signed by either, or on behalf of, the joint
shareholders (or their duly authorised attorney).
Power of Attorney
If this Proxy Form has been signed by an attorney, a copy of the power
of attorney under which it was signed (if not previously provided to
the registry), and a signed certificate of non-revocation of the power
of attorney must accompany this Proxy Form.
Company
This Proxy Form must be signed by a duly authorised officer or attorney.
Persons who sign on behalf of a company must be acting with the
company’s express or implied authority.
Go online to https://investorcentre.linkmarketservices.
co.nz/voting/NZX to appoint and give directions to your
proxy or turn over to complete the form.

NZX Annual Shareholders’ Meeting 2021
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Proxy/Corporate Representative Form
STEP 1: Appoint a proxy to vote on your behalf
Electronic Investor Communications
If you received the Notice of Meeting & Proxy by mail and wish to receive your future investor communications by email please provide
your email address below:
I / We being a shareholder(s) of NZX Limited
Hereby appoint of
(full name of proxy)(full address)
Or failing that personof
(full name of proxy)(full address)
SIGN: Signature of shareholder(s) This section must be completed.
Shareholder 1
or duly authorised officer
Shareholder 2
or duly authorised officer
Shareholder 3
or duly authorised officer
STEP 2: Items of business – proxy voting instructions
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf during the poll, and your votes will not be
counted in computing the required majority.
Ordinary Business:
This form is to be used to vote as follows on the following:Tick () in box to vote
Ordinary Resolutions:ForAgainstAbstainDiscretion
1. That the Board be authorised to determine the auditor’s fees
and expenses for the 2021 financial year.
2. That Nigel Babbage be re-elected as a director of NZX Limited.
3. That Lindsay Wright be re-elected as a director of NZX Limited.
And to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting
(or any adjournment thereof). Unless otherwise instructed as above, the proxy may vote as he/she thinks fit or abstain from voting on each such
resolution. The proxy is appointed only in respect of the above meeting or any adjournment thereof.
STEP 3: Shareholder questions
Shareholders present at the Annual Meeting will have the opportunity to ask questions during the meeting. If you cannot attend the Annual Meeting but
would like to ask a question you can submit a question online by going to https://investorcentre.linkmarketservices.co.nz/voting/NZX and completing the
online validation process, or complete the question section below and return to LINK Market Services in the reply paid envelope enclosed. Questions will
need to be submitted by 10.00am on Tuesday 6 April 2021. The Board will address and answer questions at the Annual Meeting.
Questions:
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of NZX Limited to be held at 10:00am,
Thursday 8 April 2021, and at any adjournment of that meeting.

NZX Annual Shareholders’ Meeting 2021
3
Explanatory Notes
All resolutions to be put to the meeting are discussed in the following
Explanatory Notes.
Resolutions 1 to 3 are proposed as ordinary resolutions and, to be passed, require approval by a simple
majority of votes of shareholders who are entitled to vote on the resolutions and who exercise their right to
vote. All references in this Notice of Meeting to the “Listing Rules” are references to the NZX Listing Rules
dated 10 December 2020.
Re s o lu t io n 1:
Auditor
KPMG is the current auditor of NZX. The Companies Act 1993 (“Act”)
provides that a company’s auditor is automatically re-appointed unless
the shareholders resolve to appoint a replacement auditor, or there is
another reason for the auditor not to be re-appointed. Section 207S of
the Act further provides that the auditor’s fees and expenses must be
fixed by the Company, or in the manner that the Company determines
at a shareholders’ meeting.
Shareholders are being asked to resolve that the Board is authorised
to fix the fees and expenses of KPMG for the 2021 financial year.
Resolution 2:
Re-election of Nigel Babbage as Director of NZX
Pursuant to Listing Rule 2.7.1, a director must not hold office without
re-election past the third annual meeting following the director’s
appointment, or 3 years, whichever is longer.
Nigel Babbage retires in accordance with Listing Rule 2.7.1, and offers
himself for re-election.
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.
Resolution 3:
Re-election of Lindsay Wright as a Director of NZX
Pursuant to Listing Rule 2.7.1, a director must not hold office without
re-election past the third annual meeting following the director’s
appointment, or 3 years, whichever is longer.
Lindsay Wright retires in accordance with Listing Rule 2.7.1, and offers
herself for re-election.
Lindsay was appointed as a director in February 2018. She has more
than 30 years’ financial services and funds management experience
locally and globally and brings to NZX extensive capital markets,
capital markets operations and funds management experience.
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 China
and Deutsche Asset Management. Lindsay started her career with
Bankers Trust in New Zealand, 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.

NZX Annual Shareholders’ Meeting 2021
4
Important Information
Voting
You are entitled to vote at the Annual Meeting if you have a
shareholding in NZX Limited at 5.00pm on Tuesday 6 April 2021.
If you are entitled to vote and wish to do so in person, you should
attend the Annual Meeting.
A proxy form is enclosed with this Notice of Annual Meeting which allows
you to vote on the resolutions notified in this Notice of Annual Meeting.
Please bring this form with you to the meeting, as the barcode will assist
with your registration.
Proxies and corporate representatives
Any shareholder of NZX who is entitled to attend and vote at the Annual
Meeting, is entitled to appoint a proxy (or representative in the case of
a corporate shareholder) to attend the meeting and vote on their behalf.
A proxy need not be a shareholder of NZX.
If you appoint a proxy, you may either direct your proxy how to vote
for you, or you may give the proxy discretion to vote as he or she sees
fit. If you wish to give your proxy discretion, then you should make
the appropriate election, either online or on the proxy form, to grant
your proxy that discretion. You will be deemed to have given your
proxy discretion if you do not make an election in relation to any
of resolutions 1 to 3.
The Chair of the meeting is willing to act as proxy for any shareholder
who appoints him for that purpose. If you appoint the Chair of the
meeting as your proxy and do not direct the Chair how to vote in
the proxy form, the Chair will vote in favour of resolutions 1 to 3.
If, in appointing your proxy, you do not name a person as your proxy
(either online or on the proxy form that is lodged with Link Market
Services), or your named proxy does not attend the meeting, the Chair
of the meeting will be your proxy and may only vote in accordance with
your express direction. To be valid, a completed proxy form must be
returned so that it is received by no later than 10.00am on Tuesday
6 April 2021. Any proxy form received after this time will not be
valid for the meeting. You may return your completed proxy form by
delivering it to Link Market Services using one of the following methods:
Online at: https://investorcentre.linkmarketservices.co.nz/voting/nzx
(you will need your CSN/holder number and authorisation code (FIN))
Scan and email to: meetings@linkmarketservices.co.nz (use ‘NZX Proxy’
as email subject)
Mail to: Link Market Services, PO Box 91976, Auckland 1142,
New Zealand using the enclosed reply paid envelope
By hand to: Link Market Services, Level 11, Deloitte Centre,
80 Queen Street, Auckland 1010, New Zealand
Online Participation
To participate at the meeting online use the following link
to NZX’s share registrar’s virtual meeting platform:
http://www.virtualmeeting.co.nz/NZX21
Shareholders attending and participating in the meeting virtually
via the online platform will be able to vote and ask questions
during the meeting. If you will be participating online you will
require your shareholder number, found on your proxy form,
for verification purposes.
More information regarding virtual attendance at the meeting (including
how to vote and ask questions virtually during the meeting) is available
in the Virtual Annual Meeting Online Portal Guide, which is available at:
https://bcast.linkinvestorservices.co.nz/generic/docs/
OnlinePortalGuide.pdf
Webcast
If you are unable to attend the meeting and would like to follow
proceedings, you can view the Annual Meeting live by webcast
at the link http://www.virtualmeeting.co.nz/NZX21
A full replay of the webcast will be available via the link below and
can be accessed online at NZX’s Investor Centre:
https://www.nzx.com/about-nzx/investor-centre

Questions
Following the conclusion of formal business, there will be an opportunity
for shareholders at the meeting to ask questions.
To encourage shareholder participation, we also invite those unable to
attend in person to submit questions ahead of the meeting. If you would
like to submit a question you can do so online or using the enclosed
proxy form. Questions received by 10.00am on Tuesday 6 April 2021
will be addressed and answered at the meeting.
Copies of the Annual Meeting presentation materials will be published
and available online shortly before the meeting begins.

NZX Annual Shareholders’ Meeting 2021
5
How to get to the Annual Meeting
Directions
Trinity Wharf is located near the Tauranga CBD at 51 Dive Crescent. If you’re coming from Tauranga Airport,
take the City Centre/Sulphur Point exit on the State Highway 2 overpass.
Turn left at the lights, head toward town and the hotel will be on your left.
Trinity Wharf reception: +64 577 8700 | 0800 577 8700
Trinity Wharf Tauranga
51 Dive Crescent,
Tauranga
Bay of Plenty
New Zealand