NZX FY 2021 Results, Annual Report & Rights Offer

NEWS RELEASE

Not for distribution or release in the United States


NZX reports strong earnings, focus on future growth and $44m capital raising
•
Group operating earnings
1
of $34.4m; excluding acquisition costs $35.8m - up 4% year-on-year,
for period ending 31 December 2021

•
Continued growth across all major business areas – Capital Markets, Smartshares, NZX Wealth
Technologies
•
Operating margin (excluding acquisition costs) of 40.7%, with increased investment across
growth businesses, including people and technology
•
Net profit was $15.0m, down 14.6% year-on-year, reflecting lower interest rates and higher
depreciation and amortisation
•
Proposal to invest in a 33% stake in Global Dairy Trade, the leading global physical trading
platform for dairy commodities, alongside EEX and Fonterra, for $12.5m (plus $3.2m as NZX's
proportion of planned additional growth investment into the platform). Raising approximately
$44m to fund continued growth and to keep the balance sheet conservatively positioned
•
FY2022 operating earnings guidance range $33.5m to $38.0m

17 February 2022 –
NZX today announced operating earnings (EBITDA) of $34.4 million for the financial
year ended 31 December 2021, which has seen substantial progress against our strategy to re-engineer
the NZX Group for future growth. Excluding acquisition costs, Group operating earnings were up 4.0%
year-on-year to $35.8 million.
NZX Chair, James Miller, said operating earnings reflected sustained momentum from the extraordinary
COVID-fuelled activity levels of 2020, with growth across all major business areas.
Mr Miller said the company had been true to its growth strategy aimed at “building a more robust,
integrated financial services business”.
“In addition to strengthening New Zealand’s exchange, our strategy is to grow an NZX Group that is
stronger and better positioned to deliver long-term sustainable value to our shareholders,” he said.
Alongside growth in 2021, there has been a step-change in investment to support additional capacity,
capability, and to enhance the security of operating platforms.
The NZX Board has declared a final dividend of 3.1 cents per share to be paid on 10 March 2022,
contributing to a FY2021 dividend of 6.1 cents per share fully imputed.
Strong operating performance
NZX Chief Executive, Mark Peterson, said the COVID pandemic materially stimulated and accelerated
activity through 2020, and this had flowed through positively into FY2021 operating performance and
financial results – with operating earnings holding up well.
“We have continued to deliver growth in 2021 across all major business areas and we have made a step
change in our investment to support additional capacity, capability, and to enhance the security of our
operating platform. This will continue in 2022.


1
Operating earnings (EBITDA) are before net finance expense, income tax,
depreciation, amortisation, loss on disposal of assets, 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.

Group revenues were up 12% year-on-year to nearly $88 million for the full year. Operating margin
excluding acquisition costs at 40.7% was lower, due to the investment in growth, including bringing
forward increased spend in people and technology costs to ensure the resilience of our infrastructure and
support expansion.
Net profit after tax for the year (NPAT) was $15.0 million, compared with $17.6 million the previous year.
Lower interest rates have impacted the level of interest income on operational cash balances, NZX
Clearing risk capital and regulatory working capital. Depreciation was higher due to the investment into
additional IT infrastructure and the fit-out of NZX’s new Auckland office. Amortisation was also higher due
to capitalised costs in late 2020, relating to the spend associated with the migration of new clients onto
NZX Wealth Technologies’ platform, and the implementation of a new trading system.
Capital expenditure continues to be focused on investing in IT capacity, resilience and security, alongside
the growth opportunities within Smartshares and NZX Wealth Technologies, and creating our new
Auckland offices - the New Zealand Capital Markets Centre, as a home for the capital markets in New
Zealand, where we were able to host the Winton Land listing in December.
“We are also pursuing a number of opportunities to grow the business that will require investment in the
coming year, under our strategy to develop our markets further and deliver greater value to NZX
shareholders over the longer term,” he said.
A year of opportunity
Mr Peterson said it was another year of strong activity across equity, debt and fund markets with the total
value of new capital listed and secondary capital raised up more than 12% to $19.8 billion. Nine new
companies joined NZX’s equity market, one new issuer listed securities on our debt market and 28
businesses took the opportunity to raise additional equity in the market.
Secondary market liquidity was at near-record levels with $52.4 billion in total traded value. NZX’s funds
management business, Smartshares, organically grew its Funds Under Management (FUM) by $1.46
billion, up nearly 29%, and NZX Wealth Technologies successfully transitioned new clients onto the
platform ending the year with Funds Under Administration (FUA) at more than $11 billion, up more than
53%.
Unlocking future growth
“Our partnership with Singapore Exchange - that has enabled the listing of our dairy derivatives contracts
on the SGX, and the cornerstone stake we propose to invest in Global Dairy Trade (GDT), alongside the
European Energy Exchange (EEX) and Fonterra (further detail below), highlight the tremendous potential
for NZX to build and drive growth from the strategic partnerships we have in place, and this is also true for
carbon,” he said.
“Our NZX 2.0 strategy is at the heart of how we operate. We are growing a more integrated financial
markets infrastructure and services business, building on the NZX’s core strengths and continuing to
explore growth opportunities across our businesses to create further value for our shareholders over time.
Successful execution will benefit consumers of capital, investors, our shareholders – and ultimately our
economy and the standard of living of all New Zealanders.”
Mr Peterson said creating scale in each of the business areas across the NZX Group is key to unlocking
the embedded value.
“The acquisition of the management rights for the ASB Superannuation Master Trust (SMT) by
Smartshares, and being proactive and competitive in our pitch to win KiwiSaver default status, are
examples of the importance we are placing on scale in the Smartshares business, which allows us to
unlock these further opportunities.”
The acquisition was completed early in 2022, adding about $1.8 billion in retirement savings from more
than 17,500 members across more than 100 employer groups – taking passively managed FUM of
workplace savings in Smartshares’ care to more than $3.2 billion at year-end.
With the KiwiSaver default transition occurring through December 2021, this has resulted in an additional
$385 million of FUM being transferred and a doubling of the number of New Zealanders who are

supported by SuperLife KiwiSaver solutions. Holding default KiwiSaver provider status is expected to
continue to add around 10,000 new members each year.
Mr Peterson said NZX had completed a review of the Senior Leadership Team and made several
changes to better position the business to deliver on its strategic ambitions: “During 2021, we have
bolstered our management capability and added specialist skills to the technology teams.”
International alliance programme
Mr Miller said NZX also had a significant focus during 2021 on executing its international strategic
alliances with other exchanges for the benefit of NZX shareholders and two of these are now translating
to valuable commercial partnerships.
The launch of the NZX-SGX Dairy Derivatives Strategic Partnership on 29 November 2021 was several
years in the making – with the objective of unlocking and accelerating the growth potential of the dairy
derivatives market that NZX has been developing, and nurturing over the past decade.
The joint stewardship of these important derivatives contracts brings together NZX’s core dairy expertise
in industry engagement, market insight, research capability, and product development know-how with
SGX’s Asian presence and global distribution capability, under a working strategic partnership. Both
exchanges were excited about the growth prospects, he said
Continuing the dairy theme, after balance date NZX has entered into a non-binding agreement with
Fonterra to take a 33.33% ownership stake in the world’s pre-eminent dairy trading platform, Global Dairy
Trade (GDT), alongside Fonterra and EEX.
NZX’s GDT investment remains subject to clearance from any relevant competition law authorities and
the agreement of binding transaction documentation. NZX, Fonterra and EEX have announced that they
expect to sign binding documentation in the first half of 2022.
NZX sees a clear opportunity ahead to evolve GDT to be a truly global auction facility, with the potential
to grow financial products to many multiples of the physical dairy market. These tools are crucial and in
huge demand in an international dairy market dealing with volatility and its associated risks – with clear
benefits for New Zealand producers and dairy customers around the world.
“Bringing together an ownership stake in the physical trading platform alongside some of the biggest
players in the world and overlaying our partnership with SGX to accelerate the growth of the NZX-SGX
Dairy Derivatives markets, is a truly exciting opportunity," Mr Miller said.
Another strategically important milestone was the launch of the managed auction service for the New
Zealand Emissions Trading Scheme (NZ ETS), following a successful bid to the Ministry for the
Environment. This was a partnership achieved again by combining the skills and experience of NZX and
the EEX to deliver a world-class solution tailored for New Zealand and is a key tool for the Government in
addressing domestic and international climate policy targets.
“We take pride in this as a tangible example of sustainability influence and action that will contribute to a
healthier planet,” he said. Mr Miller said NZX’s business growth would be underpinned by investment to
create an efficient, reliable, and secure operations and technology platform.
Alongside dairy and carbon, the company is well-advanced with a cornerstone group of investors, market-
makers and participants in planning the relaunch of the S&P/NZX20 Index Futures contract, which could
have wide-ranging benefits for New Zealand capital markets and NZX.
Equity offer
NZX is today announcing an offer of NZX shares to raise approximately $44m to support NZX’s growth
and strategy towards a stronger and more integrated financial markets infrastructure and services
business.
This pro-rata accelerated renounceable entitlement offer (Offer), announced today alongside our 2021
annual result, gives all eligible shareholders the opportunity to purchase 1 new share (New Shares) for
every 9 NZX shares held at 5.00pm NZ time on the Record Date of Friday, 18 February 2022, at an Offer
Price of NZ$1.42 per New Share.

The Offer Price reflects a 15.0% discount to the dividend adjusted theoretical ex-rights price of NZ$1.67,
and a 16.4% discount to NZ $1.70, being the last close price of NZX shares on 16 February 2022 of
$1.73 adjusted for the 2021 final dividend of 3.1cps.
“The proceeds of the Offer will be used to fund our investment into GDT (including NZX's proportion of
planned additional growth investment into the platform), replenish our balance sheet following the
settlement of the ASB SMT Acquisition on 11 February 2022 and provide capacity to support the potential
investment across our market platform as we continue to scale our growth businesses," Mr Miller said.
The institutional component of the Offer has been accelerated and occurs on 17 February 2022, with
confirmations due by 10.00am (NZ time) / 8.00am (Sydney time) on Friday, 18 February 2022.
Eligible Retail Shareholders will have until 7.00pm (NZ time) / 5.00pm (Sydney time) on Friday, 11 March
2022 to subscribe for New Shares under the Retail Offer.
New Shares will be issued after the record date for the 2021 final dividend and will therefore not be
entitled to that dividend. The dividend reinvestment plan will also be temporarily suspended in respect of
the 2021 final dividend, given this equity raising. It is expected to be reinstated and operate for the 2022
interim dividend.
Further details regarding the Offer can be found in the Offer Booklet released today and at
www.nzx.capitalraise.co.nz.
Outlook for 2022
In line with NZX’s strategy, Mr Miller said: “We have continued to grow both the scale of our businesses
and the synergies available between them.
“The NZX Board believes this will create a strong platform for future earnings growth.”
Building these growth opportunities required investment, notably elevating technology costs to ensure our
core capital markets’ infrastructure meets investor and regulator expectations, and Smartshares and
Wealth Technologies can efficiently scale revenue growth into earnings, he said. The cost of this
investment in supporting growth escalated during 2021 and the full effect would be felt in 2022, with
earnings benefits progressively delivered from 2023.
The Board notes the increased market volatility from the start of the year, and a general tightening in
financial conditions. Accordingly, the NZX Board has conservatively positioned expectations for full year
2022 operating earnings to be in the range of $33.5 million to $38.0 million.
This guidance is subject to market outcomes, particularly with respect to market capitalisation, total
capital listed and raised, secondary market value and derivatives volumes traded, funds under
management and administration growth, acquisition-related integration costs and technology costs.
Additionally, your Board notes the ongoing risks related to the COVID pandemic, and 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 – Georgia Thompson 027392 9613
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. Learn more about us at: www.nzx.com

---

Annual Report
2021
GrowingConnectingCreating value

Our 2021 Annual Report 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
2021, 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 16 February 2022 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.
About this report
NZX Annual Report 2021

NZX Annual Report 2021
.1
Contents
Our performance this year 8
Who we are 10
Letter from the Chair 12
Chief Executive’s update 16
Our Board 22
Our Leadership Team 24
How we create value 28
– Nurturing and engaging our people 30
– Caring for our environment,
supporting a healthy planet 32
– Growing New Zealand’s capital markets
and economic performance 34
ESG Performance 36
Capital Markets 2029 40
Corporate Governance 43
Risk Reporting 55
Management Commentary 59
Directors’ Responsibility Statement 67
Financial Statements 68
Independent Auditor’s Report 107
Statutory Information 112
Getting in touch 120

In addition to strengthening
New Zealand’s exchange, the company’s
strategy is to grow an NZX Group that is
stronger and better positioned to deliver
long-term sustainable value to our
shareholders.
Growing
NZX Annual Report 2021
2.

NZX Annual Report 2021
.3

Connecting
The achievements in 2021 with EEX,
Singapore Exchange, and Fonterra
– alongside our other global alliances –
mark a step-change in our engagement
with other markets around the world
NZX Annual Report 2021
4.

NZX Annual Report 2021
.5

Creating

value
Our vision “Helping Build New Zealand’s
Tomorrow” is about delivering benefits
for consumers of capital, investors,
our shareholders – and ultimately our
economy and the standard of living of
all New Zealanders.
NZX Annual Report 2021
6.

NZX Annual Report 2021
.7

Our performance this year
Data highlighted on pages 8 to 9 is “for the financial year ended 31 December
2021”, or “as at 31 December 2021” (as applicable). Percentage changes
represent the movement from 2020 to 2021, except Funds Under Management
and Funds Under Administration which are the movement in balances at
31 December 2020 to 31 December 2021.
* Operating earnings are before net finance expense, income tax,
depreciation, amortisation, loss on disposal of assets, 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 2021 targets are detailed in the Management Commentary section on
page 59 of this Report.
DAIRY DERIVATIVES LOTS TRADED
305,937
15.2
%
TOTAL CAPITAL LISTED AND RAISED
(NEW + SECONDARY)
12.1
%
19. 8 b
DATA & INSIGHTS REVENUE
8.1
%
17. 5 m
11. 0 2 b
FUNDS UNDER ADMINISTRATION
53.2
%
TOTAL VALUE TRADED
2.4
%
52.4b
FUNDS UNDER MANAGEMENT
28.8
%
6.54b
DIVIDEND (FULLY IMPUTED)
6 .1
cents per share
NZX Annual Report 2021
8.

0.1
%
TRADED VALUE AND DAILY TRADES
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
Value Traded
Daily Trades
2020 Value Traded2021 Value TradedDaily Trades
NET PROFIT AFTER TAX
14.6
%
15.0 m
34.4m
OPERATING EARNINGS
*
* Includes one-off acquisition costs of $1.4 million. Operating earnings
excluding one-off acquisition costs increased 4.0% to $35.8 million
NZX Annual Report 2021
.9

Who we are
SMARTSHARES
119, 8 69
Members across KiwiSaver, investment,
superannuation, and insurance solutions.
NZX WEALTH TECHNOLOGIES
32,095
Investor portfolios, with total
Funds Under Administration of $11.02b
DATA & INSIGHTS
8,687
Data terminals
SECONDARY MARKETS
15.4m
Trades in 2021, with a total value of $52.4b
Listed equity, debt and funds
235b
TOTAL MARKET CAPITALISATION
ISSUER RELATIONSHIPS
337
Total listed equity, debt, funds & other securities
OUR MARKETS AND SERVICES
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
NZX Annual Report 2021
10.

Investor portfolios, with total
Funds Under Administration of $11.02b
Full-time equivalent employees
(excluding contractors & consultants)
292.7
New Zealand
NZX Operations
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
NEW ZEALAND PRESENCE CONNECTING A WORLD
OF INVESTMENTS TO NZ BUSINESSES
GENDER DIVERSITY ALL EMPLOYEES
43%36%
64%
57%
Female employees
Male employees
Female managers
Male managers
GENDER DIVERSITY OF OFFICERS & BOARD
30%
29%
71%
70%
Female officers
Male officers
Female directors
Male directors
EMPLOYEES (FTE) BY BUSINESS UNIT
141.2
17.3
65.8
68.4
NZX Markets
NZ RegCo
NZXWT
Smartshares
* Includes NZX Corporate Services
EMPLOYEE HEADCOUNT BY AGE (PERMANENT
AND FIXED TERM, EXCLUDES PARENTAL LEAVE)
60
6
12
1
80
79
61
20-29 years
30-39 years
40-49 years
50-59 years
60-69 years
70-79 years
Undeclared
*Leadership team as at publication date.
NZX Annual Report 2021
.11

James Miller
NZX Chair
Re-engineering
NZX for the future
NZX Annual Report 2021
12.

Letter from the Chair
Four years ago, we set about actively
transforming and re-engineering NZX
for future growth.
This involved a plan for significant changes around
regulation, pricing and market infrastructure, along with
expanding our non-exchange businesses. We have
been true to those refreshed priorities under our
strategy and unwavering in our resolve to shape a more
robust NZX and one that can truly ensure we live up to
our vision of “Helping Build New Zealand’s Tomorrow”.
NZX is reporting 2021 operating earnings of $34.4
million, which reflects sustained momentum from the
COVID-fuelled activity levels of 2020. Excluding one-off
acquisition costs, Group operating earnings were up
4% to $35.8 million.
Your Board has declared a final dividend of 3.1 cents
per share to be paid on 10 March 2022, contributing to
a FY2021 dividend of 6.1 cents per share fully imputed.
I am pleased to be able to highlight some important
milestones that illustrate how we are building a more
robust, integrated financial services business – and how
we are investing to make this happen.
STRATEGIC PROGRESS
In addition to strengthening New Zealand’s
exchange, the Company’s strategy is to grow an NZX
Group that is stronger and better positioned to deliver
long-term sustainable value to our shareholders.
I am pleased to report considerable progress
against our strategy.
Our Capital Markets business had a strong year
across new capital listed and raised, secondary trading
levels, data usage and the number of investors
connected to the markets. Likewise, our Smartshares
and NZX Wealth Technologies businesses are also
delivering growth.
All of NZX’s businesses have strong interconnections,
which means we can build on what we have to create
more than the sum of the parts. Smartshares provides
savings products and solutions, based around passive
investment. NZX Wealth Technologies provides an
important element of market infrastructure for portfolio
administration to the financial adviser community in
New Zealand.
Expanding these businesses will not only create
economies of scale and help grow returns, but it will
also assist in the evolution of the capital markets in
New Zealand.
We have also had a significant focus on executing
our international strategic alliances with other
exchanges for the benefit of NZX shareholders and two
of these are now translating to valuable commercial
partnerships.
The launch of the NZX-SGX Dairy Derivatives
Strategic Partnership on 29 November 2021 has been
several years in the making – with the objective of
unlocking and accelerating the growth potential of the
dairy derivatives market that NZX has been developing
and nurturing over the past decade.
The joint stewardship of these important derivatives
contracts brings together NZX’s core dairy expertise in
industry engagement, market insight, research
capability, and product development know-how with
Singapore Exchange’s (SGX) Asian presence and global
distribution capability. Both exchanges are excited
about the growth prospects.
Continuing the dairy theme, after balance date we
have entered into a non-binding agreement with
Fonterra to take a 33.33% ownership stake in the
world’s pre-eminent dairy trading platform, Global
Dairy Trade (GDT), alongside Fonterra and the
European Energy Exchange (EEX).
NZX’s GDT investment remains subject to clearance
from any relevant competition law authorities and the
agreement of binding transaction documentation. NZX,
Fonterra and EEX have announced that they expect to
sign binding documentation in the first half of 2022.
NZX sees a clear opportunity ahead to evolve GDT
to be a truly global trading platform, with the potential
to grow financial products to many multiples of the
physical dairy market. These tools are crucial and in
huge demand in an international dairy market dealing
with volatility and its associated risks – with clear
benefits for New Zealand producers and dairy
customers around the world.
Bringing together an ownership stake in the physical
trading platform alongside some of the biggest players
in the world, and overlaying our partnership with SGX
to accelerate the growth of the NZX-SGX Dairy
Derivatives markets, is a truly exciting opportunity.
Another strategically important milestone was the
launch of the managed auction service for the
New Zealand Emissions Trading Scheme (NZ ETS),
following a successful bid to the Ministry for the
Environment. This was a partnership achieved again by
combining the skills and experience of NZX and EEX to
deliver a world-class solution tailored for New Zealand
and is a key tool for the Government in addressing
domestic and international climate policy targets. We
NZX Annual Report 2021
.13

take pride in this as a tangible example of sustainability,
influence, and action that will contribute to a healthier
planet.
The achievements in 2021 with EEX, SGX and
Fonterra – in combination with our global alliances –
mark a step-change in our engagement with other
markets around the world. Considerable work, over a
number of years, has gone into making this happen and
I’d like to thank everyone involved.
Underpinning our business growth is the investment
required to create an efficient, reliable, and secure
operations and technology platform.
We have progressed this objective in 2021,
including completion of the action plan agreed with the
Financial Markets Authority (FMA), and will be looking
closely at any recommendations in this year’s Market
Operator Obligations Review to embed any further
learnings. While the related investment has resulted in a
structural increase in technology costs in particular, it
has enabled us to enhance the scalability and security
of our technology platform and positions us well for
future growth.
GOVERNANCE AND REGULATION
During 2021, we made significant changes to NZX’s
governance arrangements. We completed the first full
year of NZ RegCo as a stand-alone, independently
governed agency, performing all of NZX’s frontline
regulatory functions.
I want to personally thank the chair, Trevor Janes,
and Board members Annabel Cotton, Elaine Campbell,
John Hawkins and Mike Heron QC, who along with NZ
RegCo Chief Executive, Joost van Amelsfort, and his
team, have ensured a seamless transition for our issuer
and participant customers. We believe operating NZ
RegCo as a separate standalone entity, with the
oversight of an independent board, adds clarity and
transparency to the role of our regulatory function.
We also completed a full review of our overall
governance and Committee structures to simplify
oversight, creating clearer lines of responsibility and an
alignment of skill sets.
NZX has placed greater emphasis on technology
following the challenges experienced in 2020. With the
support of our new Technology Committee, we have
continued to invest in our cyber and technology
infrastructure and associated technical capabilities. We
are fortunate to have Peter Jessup, someone with more
than 35 years’ financial markets IT experience, joining
the Technology Committee and more recently the
Board. Within the business, our new CIO, Robbie
Douglas, brings a wealth of experience and has a highly
capable team behind him with deep technology
experience in markets.
NZX has improved transparency and collaboration
with the broader capital markets ecosystem, with a
particular emphasis on technology. While exchanges
bring investors together with companies wanting to
raise capital, NZX’s core focus is on the timely and
accurate information flows required to support trading.
Our aim in 2021 has been to foster a more collaborative
partnership with all participants in the technology
ecosystem, and we have already seen the value of our
engagement following the establishment of the
Industry Technology Working Group with cash market
participants and the registries.
OUTLOOK FOR 2022
In line with our strategy, we have continued to grow
both the scale of our businesses and the synergies
between our business units. Your Board believes this
will create a strong platform for future earnings growth.
Building these growth opportunities requires
investment, notably in elevated technology costs to
ensure our core capital markets’ infrastructure meets
investor and regulator expectations, and Smartshares
and NZX Wealth Technologies can efficiently scale
revenue growth into earnings. The cost of this
investment in supporting our growth escalated during
2021 and the full effect will be felt in 2022, with earnings
benefits progressively delivered from 2023.
The Board notes the increased market volatility from
the start of the year, and a general tightening in
financial conditions. Accordingly, the NZX Board has
conservatively positioned expectations for the full year
2022 operating earnings to be in the range of
$33.5 million to $38.0 million.
This guidance is subject to market outcomes,
particularly with respect to market capitalisation, total
capital listed and raised, secondary market value and
derivatives volumes traded, funds under management
and administration growth, acquisition-related
integration costs and technology costs. Additionally,
your Board notes the ongoing risks related to the
COVID pandemic, and this guidance assumes no
material adverse events, significant one-off expenses,
major accounting adjustments, other unforeseeable
circumstances, or future acquisitions or divestments.
NZX Annual Report 2021
14.

OUTSTANDING COMMITMENT
I would like to pay a special tribute to a legend of the
New Zealand financial markets, Professor Don Trow who
retired in October from the Listing Subcommittee – the
external advisory body that supports NZ RegCo in
assessing new listing applications. Don’s affiliation with
NZX spans more than 30 years, and we are thankful for
his concerted focus over the last three decades, and
success in promoting stronger capital markets for all
New Zealanders.
NZX announced the resignation of John McMahon
from our Board effective 31 December 2021, and the
appointment of Peter Jessup as a director from 1
January 2022. As we farewell John, we are delighted to
welcome Peter’s global expertise in a highly specialised
and technical part of the market, skills that are second-
to-none – especially when paired with his deep
understanding of stock exchanges.
This appointment reflects technology as a priority
area in NZX’s skills matrix and the need for high quality,
specialist expertise to underpin the governance
supporting the resilience and stability, and further
evolution of NZX’s technology framework.
Victoria Newman joined the NZX Board in July as
our fourth Future Director under the Institute of
Directors’ programme, bringing a broad-based
professional services experience. This includes senior
strategy and professional development roles with
McKinsey & Co, and three years as Principal of Virgin
Green Fund focused on private equity investment in the
clean-tech sectors in North America and Europe.
We were fortunate to have had a Future Director of
high calibre with strong market connections and
knowledge in Hayley Buckley. Hayley made an excellent
contribution to Board discussion, particularly in terms of
market development initiatives, and response to the
company’s broad range of COVID-related issues during
her term finishing in June 2021. We are also farewelling
our Company Secretary and General Counsel, Hamish
Macdonald, and I cannot speak highly enough of the
quality of service, advice, and commitment that he has
provided to the Board and in supporting first-class
governance across NZX.
THE FUTURE
NZX has made significant progress during Mark
Peterson’s tenure as CEO, and your Board has viewed
continuity of his leadership as key to maintaining strong
momentum. For this reason, we extended Mark’s
employment term as Chief Executive to April 2024.
Mark is in the process of relocating to Auckland as we
breathe life into the New Zealand Capital Markets
Centre as a wharenui that everyone in the capital
markets can call their own.
With a clear date now set for CEO succession, it is an
ideal opportunity for the Board to consider Chair
succession. It is important that a new Chair leads the
process to appoint the next NZX Chief Executive and
“In line with our strategy, we
have continued to grow both
the scale of our businesses
and the synergies between
our business units. Your
Board believes this will
create a strong platform for
future earnings growth.”
ultimately take the business forward, and therefore
I intend to step down from my role at the Annual
Shareholders’ Meeting in April 2023 to enable a new
Chair to commence the CEO succession process.
During my time as Chair, we first had to stabilise the
business and support management in developing a
long-term strategic plan. I’m very pleased to report the
growth businesses in Smartshares and NZX Wealth
Technologies are creating significant value for
shareholders and the core business has been
reinvigorated. I am particularly proud of our developing
partnerships with Nasdaq, SGX, Fonterra, and EEX,
which has moved NZX from an isolated exchange in the
South Pacific to a company with genuine global
aspirations.
As with everything, there is still lots to do. However,
I’m pleased to report the new Chair and Board will
inherit a company with strong momentum and potential
opportunities to grow the business and the returns for
shareholders over time. As you all know, I have a
genuine passion for New Zealand’s capital markets, and
it has been a privilege to hold this role. Accordingly, it is
with a tinge of sadness that I write this paragraph.
In concluding last year’s Annual Report, I
acknowledged the capability and genuine care from
our CEO, Mark Peterson, in leading our team and the
immense workload across the business and for our
Board. That has been the case again in what has been a
satisfying 2021.
I particularly want to commend our people across
NZX – the combination of COVID and the requirement
of working-from-home for long periods for many, along
with managing high levels of activity – creates pressures
we have collectively responded to in an incredibly
positive manner.
Thank you for your focus and commitment and my
sincere thanks to all who have helped ensure our
success.
James Miller
Chair
NZX Annual Report 2021
.15

Chief Executive’s update
A YEAR OF OPPORTUNITY
At the start of 2021, we looked past the
uncertain economic and global picture to the
clear priorities under our NZX 2.0 strategy.
We are reporting progress and milestones that
showcase how we are growing the NZX Group into a
stronger and more integrated financial markets
infrastructure and services business.
Our results and achievements for the year ended
31 December 2021 show that this financial year has
been defined more by opportunity than the residual
impacts of the challenges that confronted us the
previous year.
Off the back of the 2020 year, where we saw
extraordinary activity, it has been extremely
encouraging to see similar levels of engagement and
interest in our markets – with both local and
international attention pushing terminal numbers to
record levels.
We have continued to deliver growth in 2021
across all major business areas and we have made a
step-change in our investment to support additional
capacity, capability, and to enhance the security of our
operating platform. This will continue in 2022.
We are also pursuing a number of growth
opportunities that will require investment in the
coming year, under our strategy to develop our
markets further and deliver greater value to NZX
shareholders over the longer term.
This was another year of strong activity across our
equity, debt and fund markets with the total value of
new capital listed and raised, and secondary capital
raised up more than 12% to $19.8 billion. Nine new
companies joined our equity market, one new issuer
listed securities on our debt market and 28 businesses
took the opportunity to raise additional equity in the
market.
Secondary market liquidity was also near record
levels with $52.4 billion in total traded value. Our funds
management business, Smartshares, organically grew
its Funds Under Management (FUM) by $1.46 billion, up
nearly 29%. NZX Wealth Technologies successfully
transitioned new clients onto the platform ending the
year with Funds Under Administration (FUA) at more
than $11 billion, up more than 53%.
Our partnership with Singapore Exchange (SGX) -
that has enabled the listing of our dairy derivatives
contracts on the SGX, and the cornerstone stake we
have invested in Global Dairy Trade (GDT), alongside
European Energy Exchange (EEX) and Fonterra,
highlights the tremendous potential for NZX to build
and drive growth from the strategic partnerships we
have in place, and this is also true for carbon.
Our NZX 2.0 strategy is at the heart of how we
operate. We are growing a more integrated financial
markets infrastructure and services business, building
on NZX’s core strengths and continuing to explore
growth opportunities across our businesses to create
further value for our shareholders over time. Successful
execution will benefit consumers of capital, investors,
our shareholders – and ultimately our economy and the
standard of living of all New Zealanders.
PERFORMANCE AND RESULTS
Group Result
2021 has successfully continued the step-change we
saw in our markets in 2020, with structurally higher
levels of market activity, particularly for capital listed
and raised, and value traded.
Group operating earnings (EBITDA) held up well at
$34.4 million, and excluding acquisition costs were up
4% to $35.8 million. Group revenues were up 12% to
nearly $88 million for the full year.
Operating margin excluding acquisition costs at
40.7% was lower, due to the investment in growth,
including bringing forward increased spend in people
and technology costs to ensure the resilience of our
infrastructure and support expansion.
Net profit after tax for the year (NPAT) was $15.0
million, compared with $17.6 million the previous year.
Lower interest rates have impacted the level of interest
income on operational cash balances, NZX Clearing risk
Moving forward
with purpose
NZX Annual Report 2021
16.

capital and regulatory working capital. Depreciation
was higher due to the investment in additional IT
infrastructure and the fit-out of our new Auckland office.
Amortisation was also higher due to capitalised costs in
late 2020, relating to the spend associated with the
migration of new clients onto NZX Wealth Technologies’
platform, and the implementation of a new trading
system.
Capital expenditure continues to be focused on
investing in IT capacity, resilience and security,
alongside the growth opportunities within Smartshares
and NZX Wealth Technologies, and creating our new
Auckland offices – the New Zealand Capital Markets
Centre, as a home for the capital markets in
New Zealand, where we were able to host the Winton
Land listing in December.
We have detailed our financial results in the
Management Commentary on page 59.
Mark Peterson
NZX Chief Executive
“We are also pursuing
a number of growth
opportunities that will
require investment in
the coming year, under
our strategy to develop
our markets further and
deliver greater value to
NZX shareholders over the
longer term.”
NZX Annual Report 2021
.17

Alongside the high levels of value traded across our
markets, we continue to observe growth in on-market
liquidity levels which averaged 62% in 2021. We have
objectives to take this higher, with the expectation of
reaching 70-80% over the next five years.
We have seen the deeper level of activity and
interest from local and offshore institutional investors,
which we reported on at the half-year, continue through
to the end of the year.
Greater demand for NZX data – from a range of
jurisdictions including US, Australia, Hong Kong and
Singapore – has also driven a 11% increase in
professional terminal subscriptions, reaching record
levels. Our Data & Insights business achieved an 8%
increase in revenue, largely reflecting the lift in royalties
from professional terminal use, and we have completed
a project to provide enhanced connectivity with our
participants via dedicated high-speed links that will
enhance the service we offer.
These positive trends across issuance, secondary
trading activity and data usage show how a healthy
listed market can deliver reliable, liquid, and open
access to investment in New Zealand for all investors, so
that everyone can support and benefit from the success
of Kiwi companies.
We are looking forward to BNP Paribas joining as a
General Clearing Participant in FY2022 as they
strengthen their commitment to helping grow
New Zealand’s capital markets.
FY2021 has been a challenging time for our Dairy
Derivatives business. Total lots traded decreased by
15% to 305,937 due to subdued volatility in the
underlying market for dairy ingredients and restrictions
on international travel limiting promotional and
marketing activity.
Capital Markets
We have been pleased to welcome nine new companies
to the NZX equity markets over 2021, which is slightly
higher than the eight listings in 2020.
What stands out is the spectrum of these listings and
how they mirror the pathways we have been opening up
for issuers – with the My Food Bag IPO in the first half,
the direct listings of NZ Automotive Investments and
Third Age Health, and the foreign exempt dual listing of
DGL Group. Later in the year we saw the sizeable Ventia
Services Group foreign exempt listing, alongside Vulcan,
the direct listings of Greenfern Industries and
TradeWindow, and the Winton Land IPO closing out the
year.
This has without question been another solid year
for new capital listed and raisings, as our listed issuers
have been making use of the ability to source equity
and debt funding when it makes sense for them. The
quality of our prospect pipeline is the result of a
concerted focus and the efforts of our Capital Markets
Origination team, in combination with the strategic
changes we have made to reduce the complexity and
cost, while promoting the full breadth of pathways.
We’ve seen a sharp increase in market capitalisation
compared with the levels achieved in 2020, and
earnings from listing fees have been positively
impacted by the growth in both equity market
capitalisation and the value of debt instruments.
Our debt markets have also performed strongly with
21 new debt issues over the year and one new issuer
joining the debt market. We have also observed a
notable increase in the issuance of listed sustainability-
related financial products – including wellbeing bonds
and green bonds, which now total $9.78 billion, up from
$8.6 billion in 2020, and represents 21% of the NZX
Debt Market.
Kāinga Ora – Homes and Communities issued
sustainable bonds for the first time in 2019 and remains
the largest sustainable bond issuer with $5.8 billion
worth of sustainability bonds listed on NZX. New names
that have started issuing sustainable and ethical
investment debt include Mercury in 2020 and
Christchurch City Holdings in 2021. It is also
encouraging to see the New Zealand Government
announcing plans to issue sovereign green bonds in
2022.
Total value traded across our markets has remained
high at $52.4 billion.
Our original objective four years ago was to grow
liquidity through putting in place the right market
settings to open up access, attract greater participation
and a broader range of investors, as well as to lift
on-market activity. We are seeing evidence our approach
is working.
Together with the robust traded value for FY2021,
the number of trades increased 27%, which reflects the
heightened interest we are seeing from retail investors
and engagement in our markets across different forms
of investments and asset classes.
NZX Annual Report 2021
18.

Smartshares
Smartshares is the pre-eminent local market provider of
passive funds management investment solutions and
Exchange Traded Funds (ETFs) to New Zealand
investors.
This business has continued its strong growth, with
FUM up 28% to $6.54 billion. Member numbers and
unitholders continue to grow, and we achieved net cash
inflows of more than $1 billion in 2021, up 26% on 2020.
Operating earnings excluding acquisition costs lifted
64% to $9.2 million.
The SuperLife KiwiSaver Scheme became a default
provider from 1 December 2021, and we expect the
SuperLife Default Fund to be an excellent fit for
New Zealand investors – with the flexibility for KiwiSaver
investors to invest in 43 investment options including
exposures to a range of Smartshares ETFs.
With the KiwiSaver default transition occurring
through December 2021, this resulted in an additional
$385 million of FUM being transferred and a doubling
of the number of New Zealanders who are supported by
SuperLife KiwiSaver solutions. Holding default
KiwiSaver provider status is expected to continue to
add around 10,000 new members each year.
Additionally, the acquisition of the management
rights of the ASB Superannuation Master Trust, which
was completed early in 2022, will add $1.8 billion in
retirement savings from more than 17,500 members
across more than 100 employer groups – taking the
passively managed FUM of workplace savings members
in Smartshares’ care to more than $3.2 billion at
year-end.
We remain confident about the growth prospects of
the Smartshares business, and the related benefits it
provides across the NZX Group.
Passive funds management as a proportion of total
funds managed in New Zealand has some distance to
catch up with levels in other countries. Scale in our
Smartshares business also assists the growth of
New Zealand’s capital markets. Managing larger pools
of money allows the creation of a greater range of ETF
products, providing opportunity to support a broader
range of mid and smaller cap stocks.
NZX Wealth Technologies
NZX Wealth Technologies plays an important role by
delivering a modern and efficient infrastructure
platform for the financial adviser community to manage,
administer and report performance of their clients’
investment portfolios.
Significant new client business has been successfully
transitioned onto the platform in 2021 taking the Funds
Under Administration from $7.2 billion to $11.02 billion
at year end. This has lifted revenues and resulted in
operating earnings being positive for the year.
We continue to get positive feedback from our
clients on the platform and the service levels our staff
provide. This is flowing through to the increased level of
demand for NZX Wealth Technologies service offerings
that we are observing. To take advantage of the growth
opportunities, we have continued to invest in our
platform technology and staffing capability to onboard
and service our growing client base – with Public Trust,
Hobson Wealth, Saturn Advice, JBWere and Craigs
Investment Partners, among others on the platform.
This track record, and the opportunities in front of
NZX Wealth Technologies, has seen NZX commit to
additional investment to support further growth. We are
expecting this business to be cash flow positive within
the next three years.
Unlocking future growth
Our NZX 2.0 strategy is focused on creating value
through leveraging the complementary capabilities
across the business units. Creating scale in each of
these areas is the key to unlocking this embedded
value.
The acquisition of the management rights for the
ASB Superannuation Master Trust by Smartshares, and
being proactive and competitive in our pitch to win
KiwiSaver Default status, are examples of the
importance we are placing on scale in the Smartshares
NZX Annual Report 2021
.19

To effectively support global trade, we believe a
fully-functioning dairy market must have three
fundamental components. First a price discovery
platform for physical product that sets the global prices
for dairy commodities. Secondly a well-functioning
derivatives market where users can effectively manage
their risk positions and, lastly, both elements are
complemented by quality data and insight into the
global dairy industry.
For more than a decade, NZX has been developing
a global dairy derivatives market alongside our quality
data and insight offering. This has been the fastest
growing dairy derivatives market globally through this
period. Our recently launched partnership with SGX will
accelerate the growth of this market through SGX’s
increased distribution capability. The derivatives market
has always been complemented by our dairy data and
insights business, which has an excellent reputation
globally for the quality of its work.
We are now progressing the final core component to
assist in delivering our dairy ambition with the recent
proposal to purchase a 33.33% cornerstone stake in
Global Dairy Trade (GDT) alongside Fonterra and the
European Energy Exchange (EEX).
Our involvement in the move to a broader
ownership structure for Global Dairy Trade marks the
next step in the evolution of the global physical trading
platform – further enhancing GDT’s role as an
independent, neutral and transparent auction platform,
business, which allows us to unlock these additional
opportunities.
We completed a review of the NZX Senior
Leadership Team this year and made several
adjustments to better position the business to deliver
on its strategic ambitions.
During 2021, as referenced by the Chair, we have
bolstered our management capability and added
specialist skills to the technology teams. These
appointments bring a vast amount of industry
experience and capability to the management table of
the NZX.
In addition to the management appointments, more
capacity has been added to the technology team with a
continued focus on quality, reliability and risk reduction.
NZX implemented a new trading system in early
August 2021 working closely with our technology
partner Nasdaq. The successful delivery of the new
trading system was an extremely complicated project
which stretched over three years, and was supported
and enabled by not only our staff but through essential
contributions across all stakeholders in the ecosystem.
With this new trading system now live,
enhancements will assist us in meeting the anticipated
needs of our participants in New Zealand’s capital
markets.
Through this year we have advanced a number of
unique opportunities to grow our business. Dairy and
carbon markets are two of these.
NZX Annual Report 2021
20.

and giving it a presence in prominent international dairy
producing regions, creating future growth
opportunities.
By working together with Fonterra and EEX on
evolving GDT to be a global trading platform, there is
potential to grow financial products to many multiples
of the physical dairy market.
The expansion of the physical trading environment
would further strengthen existing financial market
contracts and enable the creation of new tools and
opportunities for dairy processors and end-users to
manage price volatility.
NZX also took its first step into carbon markets by
implementing the managed auction service for the
New Zealand Emissions Trading Scheme (NZ ETS) in
March 2021. Since then, we have successfully run a total
of four auctions and seen interest building in emissions
trading and growing international participation. Along
with a strong relationship with the Ministry for the
Environment, the mix of participation is a vote of
confidence in what we have delivered in partnership
with the EEX. NZX-EEX as auction operator had cleared
a total transaction value of $1.325 billion at year-end.
The rising NZU price and importance of the NZ ETS
to New Zealand’s climate change targets is seeing
increased focus from Government and the sector on
potential trading, and managing market risks.
Alongside dairy and carbon, we are well-advanced
with a cornerstone group of investors, market-makers
and participants in planning the relaunch of the S&P/
NZX20 Index Futures, which could have wide-ranging
benefits for New Zealand’s capital markets and NZX.
We anticipate increased activity across trading, clearing
and depository areas, and this also has the potential
to attract new participants to our market. We look
forward to progressing our plans for the S&P/NZX20
Index Futures in 2022.
Tribute to teamwork
2021 has been another significant year of progress for
the NZX Group across capital markets, dairy markets,
carbon markets, Smartshares, NZX Wealth
Technologies and the technical and operational
infrastructure that powers our organisation. This has
been achieved in the trying conditions of domestic and
international restrictions brought about by a global
pandemic.
I could not be prouder of the entire team at NZX, for
what has been achieved over the year.
Someone who has been heavily involved in our
efforts and progress for more than eight years is Hamish
Macdonald. As he leaves NZX to relocate to Australia
with his family, I want to sincerely acknowledge
Hamish’s part in our success – through his contribution
to our Leadership Team and in the leadership roles he
has played more broadly.
“As we work together with
Fonterra and EEX on evolving
GDT to be a global trading
platform, there is potential
to grow financial products to
many multiples of the physical
dairy market.”
Across the business, our focus remains on the
unique role NZX and our public markets can play in
supporting the resilience and long-term success of our
customers and New Zealand’s economy. With that, we
will also deliver long-term value for our shareholders.
As we look ahead, the opportunities for the future
give me considerable optimism.
Mark Peterson
Chief Executive Officer
NZX Annual Report 2021
.21

Our Board
James Miller
Chair
James was appointed as
a director in August 2010,
and has been NZX Chair
since May 2015. He has
deep experience in the
sharebroking industry,
with more than 14 years
across Craigs Investment
Partners, ABN AMRO,
Barclays de Zoete Wedd
and ANZ Securities.
He is a qualified
chartered accountant,
a Certified Securities
Analyst Professional, and
is a Fellow of both the
Institute of Chartered
Accountants and the
Institute of Directors in
New Zealand.
James is a director of
Mercury NZ, New Zealand
Refining Company and
Vista Group. He retired as
deputy chair of ACC on
31 December 2021, and is
a former director of
Auckland International
Airport and Vector. 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 two decades
working with Craigs
Investments Partners,
where he led the business
for 16 years as Managing
Director through a period
of significant growth and
expansion between 2005
to March 2021.
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,
including 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,
Octagon Asset
Management 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 2021
22.

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 US for
multinational Sun
Microsystems.
Peter Jessup
*
Director
Peter joined the NZX
Board in January 2022,
following his appointment
to the Technology
Sub-committee in April
2021. He brings more
than 35 years’ financial
markets IT experience –
including trading,
surveillance, clearing,
depository and
settlement systems.
Prior to establishing
an independent
consultancy in 2018, Peter
was Senior Vice President
at Nasdaq’s Global
Technology Services
group, leading
an international team
of software product
engineers and support
personnel of over 250
across four geographical
locations.
Peter previously
worked for NZSE
(New Zealand Stock
Exchange), where
he played a key role in
automation of the
exchange, including the
implementation of
electronic settlement
and automated trading
technology.
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.
* John McMahon resigned from NZX Board effective 31 December 2021. Peter Jessup was
appointed to the board effective 1 January 2022.
NZX Annual Report 2021
.23

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 &
Corporate 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
General Manager, Capital
Markets Development
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.
Since working for NZX he
has led the NZX Agri
business, established and
led the Information
Services business and
now leads the Capital
Markets Development
business. His areas of
expertise include;
leadership, strategy
development, sales
management
and innovation.
Roger Bayly
**
General Manager,
Market Operations
Roger joined NZX as the
General Manager, Market
Operations in July 2021.
He has over 30 years’
experience in managing
Operations and
Technology teams in the
finance sector. Recent
roles include a contract
role at ANZ in BS11
compliance programme
and Head of IT at the
Medical Council of NZ.
Roger has moved
between operational, risk
and compliance roles,
and technology
management and project
roles at banks in
New Zealand. He has also
run his own businesses
giving him a broad set
of skills for dealing with
people and technology
issues.
* Corporate Senior Leadership team as at 16 February 2022.
** Roger Bayly is on contract covering Felicity Gibson who is on maternity leave.
NZX Annual Report 2021
24.

Robert Douglas
Chief Technology Officer
Robert joined NZX as the
Chief Information Officer
in February 2021. He has
over 27 years’ experience
in financial services,
including leading large
teams in real-time
technology environments.
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.
Hamish Macdonald
Chief Strategic
Delivery Officer
Hamish joined NZX in July
2013 and leads the
strategic delivery
function, including
derivatives, energy and
environmental markets, as
well as policy and
regulatory affairs. 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.
Sarah Minhinnick
General Manager,
Capital Markets Origination
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.
Kristin Brandon
Head of Policy &
Regulatory Affairs
Kristin joined NZX in 2007
and is responsible for
leading the development
of NZX’s market rules, and
managing NZX’s
regulatory relationships.
Kristin has extensive
experience in financial
services law, having
previously worked in legal
roles in corporate and
commercial, and financial
services teams at DLA
Piper and Chapman Tripp
in New Zealand, and
Dechert LLP in London.
Kristin holds an LLB(Hons)
and BCA (accounting
major) from Victoria
University in Wellington.
NZX Annual Report 2021
.25

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.
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.
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 2021
26.

NZX Annual Report 2021
.27

How we create value
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 identified material sustainability
factors, 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.
Helping build New
Zealand’s tomorrow
WHAT MATTERS MOST
Our Customers
Strategic partnerships
People & capability
Sustainable environment
Market performance
3
DATA AND INSIGHTS
Greater liquidity delivers
deeper data sets, deeper
data drives liquidity and
product listings
* DRIVING SCALE IN CAPITAL FLOWS ENABLES GROWTH
Scale in Smartshares enables NZX to create a greater range of investment
products which enables passive capital to flow to wider parts of the market.
These can be available for investors and financial advisors. Wealth
Technologies delivers the platform for efficient administration of
investments
L
I
S
T
I
N
G
I
N
F
O
R
M
I
N
G
C
A
P
I
T
A
L

F
L
O
W
S
*
BUSINESS ACTIVITIES
NZX Annual Report 2021
28.

THE VALUE WE CREATE
Capital to fuel growth
Resilient, vibrant markets
Empowered performance
Healthy planet
Economic prosperity
1
PRODUCT
Listed equity, fixed income
and fund securities delivers
product for investors and
also delivers deeper data
2
LIQUIDITY
Liquidity helps drive
additional product
listings, and greater
capital flows and delivers
deep data sets
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.
L
I
S
T
I
N
G
T
R
A
D
I
N
G
C
A
P
I
T
A
L

F
L
O
W
S
*
NZX Annual Report 2021
.29

2020: $1,255
SKILLS FOR THE FUTURE
*
981
Our people and organisational culture are
instrumental in driving performance and delivery
of our strategic goals.
NZX Group strives to create a positive, respectful and dynamic
environment, where our people have clear direction and
purpose, open communication and diverse opinions are
encouraged, and delivering for customers is celebrated.
In 2021 our people have shown enormous commitment,
resilience and flexibility to deliver against strategic priorities
and find new ways to support our customers – and ensure that
our markets and other services continue to operate and be
resilient to the challenges of the COVID pandemic.
Through the year we continued to grow our talent base by
attracting and hiring skilled candidates to new and existing
roles despite labour market constraints. In 2021 we expanded
our workforce by 25 new roles. This boosted our capacity and
capability in critical skillsets, including information security, IT,
risk management, operations and client service. Intense
competition for talent resulted in a turnover rate of 21.5%.
Across new and replacement roles 88 new employees joined
during the year; of those hired, 65% were male and 35% were
female.
Developing capability in key areas continues to be a focus
for our business. In addition to professional development for
current employees, we continued our commitment to the NZX
Graduate Programme and we reactivated our Summer of
Technology internship programme as part of our campaign to
both increase diversity within our workforce and develop a
talent pipeline for the future.
Nurturing and engaging
our people
GENDER PAY GAP
*
15.9
%
EMPLOYEE ENGAGEMENT
(GALLUP SCORE)
2020: 4.28
4.09
HEALTH & SAFETY (TRIR)
*
2020: 0.89
0.40
*Internally calculated, unaudited.
NZX Annual Report 2021
30.

DIVERSITY AT NZX
An important ingredient of our business success is a focus
on maintaining a diverse workforce and an inclusive
workplace. Our aim is to have at least 40% men and 40%
women in each workforce group. We consistently meet this
goal at the workforce level and our focus is on attracting
more female managers, leaders and governors. Active
participation in forums such as Champions for Change,
Global Women and other industry groups for women
supports this aim.
Governance bodies
Age groupFemales% of
females
Males% of
males
30-50250250
Over 503231077
Totals5291271
Employee Gender Diversity
TypeFemales% of
females
Males% of
males
Tot al
Workforce1024512355
Management21393361
CEO and
Executive
220880
Total1254316457289
*Disclosed genders as at 31 December 2021
HEALTH AND SAFETY
Our health and safety record at NZX is strong and this
equipped us well to safeguard operational readiness
throughout the pandemic. This reflects the positive
attitudes and safe behaviour of our workforce. Our Total
Recordable Incident Rate (TRIR) for 2021 was 0.40
compared to 0.89 in 2020. TRIR is the number of
recordable incidents per 200,000 hours worked. Active
management of pandemic risks, coupled with excellent
capability for remote and flexible working, has ensured we
operated safely through 2021. Our absentee rate for the
year was 1.38, which was slightly up on the 1.29 rate
recorded in 2020. Support for mental health and wellbeing
continued through 2021 and has been an important
feature of supporting workplace health and safety.
Alongside the considerable progress which NZX Group
has made on diversity and inclusion, the company has
put a spotlight on gender pay. Increasingly, companies
wishing to attract and retain both men and women need
to demonstrate their pay practices provide a fair
environment for all, and NZX is taking action to ensure
we continue to be a business that attracts and retains a
diverse workforce.
Recruitment of diverse talent, retention of talent and
reducing the gender pay gap are challenges many
businesses face, but we are alert to those challenges and
are leaning into them. We are taking a holistic approach
– continually scrutinising and refining our recruitment
practices, ensuring recruitment transparency, and
providing training and development.
The difference between mens’ and womens’ base
earnings across NZX is now at 15.9%. NZX has taken
several initiatives to refine remuneration practices to
ensure the pay gap in like-for-like roles is now less than
5%. Our remaining gender pay gap is a structural
outcome of having fewer women in senior roles.
NZX’s current gender pay gap compares favourably
with the financial services industry which has an average
gap of 31%. However, “with a national average gender
pay gap in New Zealand of 9.1% there is more work to be
done to address the inequality,” says NZX’s General
Manager People & Sustainability, Lara Robertson.
We see this as an opportunity, targeting action to
encourage more women into senior management roles
at NZX. By building our cohort of female managers and
supporting their career and leadership development, we
expect to make further progress on gender pay equity.
Retaining and developing highly valued women
managers is also a priority, and we know that supporting
our people is always a good investment. For example, in
2021 we sponsored three senior female managers to
attend the Global Women Activate Leadership
Programme. This high value programme equips women
with the confidence, skills and network to expand their
influence and their leadership capability.
CASE STUDY
Putting the spotlight
on gender pay
In 2021 our people have shown
enormous commitment, resilience and
flexibility to deliver against strategic
priorities and find new ways to support
our customers – and ensure that our
markets and other services continue
to operate and be resilient to the
challenges of the COVID pandemic.
NZX Annual Report 2021NZX Annual Report 2021
.31

We recognise that along with our key role in
supporting sustainable finance and capital flows
to green initiatives, it is also important that NZX
Group understands our own environmental
performance and areas where we can do better.
We took an important step forward this year, confirming a
commercial arrangement with Toitū Envirocare to
independently verify and report NZX emissions from FY2022,
along with a commitment to a Carbon Zero programme.
Verified environmental disclosures under GRI305 for FY2021
will be released in Q1 2022 so that investors and stakeholders
have full view of our ESG performance.
Beyond our own footprint, we play a key role in the
development and supply of sustainable finance that is funding
projects to mitigate climate change and deliver positive
environmental outcomes for New Zealand.
NZX has continued to support the work undertaken by the
Aotearoa Circle’s Sustainable Finance Forum, including the
launch of Toitū Tahua, the Sustainable Finance Centre, along
with promoting the development of the issuance of
sustainability-related securities.
With an increasing governmental policy focus on reducing
greenhouse gas emissions, domestic policy agenda and
growing interest in sustainable investment, 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 carbon-
efficient indices. Kāinga Ora – Homes and Communities remains
NZX’s largest sustainable bond issuer, and the total of wellbeing
bonds and green bonds is now $9.78 billion, representing 21%
of the NZX Debt Market. We also welcome the New Zealand
Government’s plans to issue sovereign green bonds in 2022.
Caring for our environment,
supporting a healthy planet
Beyond our own footprint, we play a
key role in the development and supply
of sustainable finance that is funding
projects to mitigate climate change and
deliver positive environmental outcomes
for New Zealand.
GREENHOUSE GAS EMISSIONS
(CO
2
-E TONNES)
*
2020: 171.6
117.1
SUSTAINABILITY ISSUANCE
(INCLUDES WELLBEING AND GREEN BONDS)
2020: $8.6b
9.78 b
NZX Annual Report 2021
32.

Our funds management business, Smartshares,
incorporates responsible investment into its investment
management processes – and offers investment options,
that allow choice across a range of Environmental, Social
and Governance factors. Our Ethica Fund, for example,
integrates ESG as a core of its investment approach.
A central principle of the Ethica Fund is that it does not
invest where the activities of the companies behind the
investment are seen to have an overall negative impact on
social and community outcomes; would be illegal in
New Zealand or inconsistent with United Nations’ policies
on health and safety, child rights and human rights; or
expected to result in long-term, detrimental change to the
environment. Smartshares also offers a range of Exchange
Traded Funds tracking ESG screened markets indicies that,
along with exclusions, may invest more in investments that
have positive ESG characteristics and invest less in
investments that do not.
In May 2021 we launched New Zealand’s first carbon
efficient indices in partnership with S&P Dow Jones Indices.
The two new indices, S&P/NZX 50 Carbon Efficient Index
and S&P/NZX 50 Portfolio Carbon Efficient Index, utilise
Trucost’s environmental dataset to weight companies listed
on the NZX according to their carbon intensity and sector
impact. The key objective behind the indices is to incentivise
New Zealand companies to compare their carbon intensity
to their industry group peers around the world.
With the COVID-related restrictions in place,
particularly on international travel, NZX recorded a 31.8%
drop in our greenhouse gas emissions (C02-e calculated
using Ministry for the Environment 2020 Emissions
Factors). There were no emissions related to long-haul
flights in 2021, in comparison to 207 tonnes emitted in
2019 (pre-COVID).
We are also preparing to report against new climate-
related (TCFD) disclosure standards that are being
developed by the External Reporting Board, and which are
due to be published in late 2022. As a listed entity, NZX will
be required to carry out a full assessment of climate-
related risks and opportunities under the anticipated
reporting standards.
NZX Group 2021 Greenhouse Gas Inventory
*
ScopeEmissions sources CO
2
-e2021
Tonnes
2020
Tonnes
Scope 1Rental Cars (2021)–1.2
Scope 2Electricity purchased33.847.5
Scope 3
Air Travel
- Domestic
- Short haul international
- Long haul international
67.0
1.3
–
75.6
4.8
31.8
Accommodation3.85.4
Transmission and distribution
losses for purchased electricity
2.84.0
Taxis3.5
Fuel Emissions (rental & other cars)4.5
Working From Home0.01
Office Waste Landfilled0.36
Recycling
- Paper
- Glass
- Plastic
0.01
0.01
0.01
1.3
Tot al117.1171. 6
In a year of new urgency globally around climate
change, NZX and the European Energy Exchange (EEX)
successfully launched the auction platform for the
New Zealand Emissions Trading Scheme (NZ ETS).
One of the New Zealand Government’s main tools
for meeting domestic and international climate policy
targets, the first auction was ushered in by New Zealand’s
Minister for Climate Change, Hon. James Shaw ringing
the bell at the NZX Centre in Wellington.
A particular success has been the level of interest
and direct participation from major industries such as
manufacturing and transport, along with the forestry
sector and private interests – with strong uptake across
the key sectors of the New Zealand economy.
The aim of the partnership between NZX and EEX
is to establish a fair, transparent, easy-to-access and
efficient allocation mechanism for NZUs (emissions units)
on behalf of the New Zealand Government.
Successful bidders use NZU‘s to offset emissions or
keep them as part of an investment portfolio. The total
volume of units on offer over the year was 26 million,
which were all sold and provided total auction revenue of
more than $1.3 billion to the Crown.
The benefits of a well-regulated, government-
mandated auction are clear. The NZ ETS auctions provide
an efficient mode of price discovery and resulted in a
steady upward movement in the New Zealand carbon
price to more than $75 per unit, compared with less than
$25 during the first half of 2020.
Price discovery is what markets do best. The auction
has established a true benchmark price for NZUs, which
will help drive decision-making by businesses and
changes in the New Zealand economy. We’re proud
to be part of this important milestone and its place in
supporting New Zealand and the global transition to a
low emissions future.
CASE STUDY
Creating a tool to tackle
climate change
.33
* Internally calculated by using the Toitū Envirocare tool, unaudited.
.33
NZX Annual Report 2021

Growing New Zealand’s
capital markets and
economic performance
NZX makes a significant contribution to
New Zealand’s economy, including indirectly
via companies that are listed on the market.
Understanding the scale and type of contribution we make
to the New Zealand economy is important to us as our
impact on the prosperity of the nation is a material topic
for us. In 2018 we commissioned the economic consultancy
firm NZIER to prepare a report on our economic value to
the country and we intend to repeat that exercise again in
the near future.
NZX is a key component of New Zealand’s financial
system. To support the growth and development of the
core market, and ensure we are connected to investors,
NZX owns Smartshares, New Zealand’s leading issuer of
listed Exchange Traded Funds, and KiwiSaver provider,
SuperLife. Wealth management administration capabilities
are also provided via NZX’s Wealth Technologies business.
The level of retail participation has been an area of
focus for New Zealand capital markets over a number of
years, and we have been pleased to see from 2020 this
supported by a fundamental re-engagement with equities
as an investment class. The lift in market liquidity has also
been helped by an increase in investment in trading
technology from our stockbroker participants, which is
contributing to the health of our markets – with growing
popularity of online trading platforms – Jarden Direct,
Sharesies and ASB Securities – that enable easy and
low-cost access to the New Zealand markets for DIY
investors.
2020: 17.28%
FINANCIAL INVESTMENT
CONTRIBUTION
*
46.3
%
2020: 0.63%
2020: $226,000 / 0.92%
NET ECONOMIC CONTRIBUTION
*
2020: $159m
$178 m
EMPLOYMENT GROWTH (NEW ROLES)
2020: 31
25
R&D SPEND RATIO
*
COMMUNITY INVESTMENT /
% OF PRE-TAX PROFIT
*
0.64
%
$293,000/ 1.37
%
* Internally calculated, unaudited.
NZX Annual Report 2021
34.

New Zealand’s Exchange, Te Paehoko o Aotearoa, is the
natural home for Kiwi companies wanting to access capital
to help them grow and realise their ambitions for the future.
In the same way NZX is equally conscious of helping Kiwis
grow and protect their financial wellbeing.
In 2021 NZX moved forward on its growth towards
being a significant wealth management provider in the
New Zealand savings and retirement market – with our
SuperLife KiwiSaver Scheme becoming a default provider
and the acquisition of the management rights of the ASB
Superannuation Master Trust.
The selection of NZX’s Smartshares as one of the six
default KiwiSaver providers reflects a focus on low fees
and a straightforward, transparent investment approach.
Smartshares CEO, Hugh Stevens, says: “We provide financial
wellbeing with a compelling combination of low fees and
a passive approach to investing that we believe delivers
better long-term results.”
The new default KiwiSaver Balanced Fund is seen as
a great fit for cost-conscious New Zealand investors, with
around 10,000 new members to be added annually to the
scheme from 1 December 2021 to 30 November 2028. This
will contribute to further growth in the SuperLife KiwiSaver
Scheme, and provide more New Zealanders with the
flexibility for all KiwiSavers to invest in 43 investment options
including exposures to a range of Smartshares popular
Exchange Traded Funds (ETFs).
Smartshares is also a leader in New Zealand in corporate
superannuation, and the acquisition of the management
rights for the ASB Superannuation Master Trust adds more
than $1.8 billion in retirement savings from more than 17,500
members across more than 100 employer groups.
SuperLife broke new ground in 2019 with the saving
scheme for members of two Iwi through the Ka Uruora
scheme. Ka Uruora was developed in conjunction with
Taranaki and Te Atiawa Iwi and is supported by Superlife,
the Commission for Financial Capability, Te Puni Kokiri and
others. This year South Taranaki Iwi, Ngāruahine, joined the
scheme too.
The saving scheme works in a similar way to an employer
super scheme – each member contributes a set amount, and
the iwi contributes an amount per member.
Ka Ururoa Whānau Saver is part of the programme and is
designed to empower members of participating iwi achieve
financial independence and improve financial wellbeing.
WhanauSaver was designed by Te Kotahitanga o Te Atiawa
and Te Kāhui o Taranaki in conjunction with SuperLife –
and momentum is growing rapidly, with the programme
providing greater flexibility than a KiwiSaver scheme as it
allows for withdrawals for the purchase of a first home or for
tertiary education fees. Smaller amounts can be withdrawn
for illness or financial hardship, similar to KiwiSaver rules.
CASE STUDY
Stakeholder forum ignites
collaborative spirit
Along with providing
investors with ready
access to world-leading
companies, the markets
operated by NZX enable
New Zealand companies
and other organisations to
raise capital that directly
leads to value creation for
business, society and the
environment.
Along with providing investors with ready access to
world-leading companies, the markets operated by NZX
enable New Zealand companies and other organisations to
raise capital that directly leads to value creation for
business, society and the environment. As well as capital
raising to strengthen balance sheets impacted by COVID
lockdowns, funds are raised via NZX-operated markets to
provide for a range of wellbeing initiatives such as social
housing and environmental projects, including addressing
climate change.
Internally we have a workforce of 299 people - adding
25 new roles in 2021 to support business growth, and have
paid a total of more than $36 million in salaries.
NZX made a net economic contribution in 2021 of $178
million to New Zealand’s economy, up from $159 million in
2020. For every dollar of revenue generated, NZX
contributes 70% directly to the economy in the form of
labour, return on capital, or taxes.
NZX Annual Report 2021
.35

ESG Performance (GRI Content Index)
This report has been prepared in accordance with the Global Reporting Initiative (GRI) Standards, and with
reference to the recommendations of the World Economic Forum’s Measuring Stakeholder Capitalism Towards
Common Metrics and Consistent Reporting of Sustainable Value Creation (2020)
General disclosures
102-1Name of organisationNZX Limited
102-2Activities, brands, products,
and services
Who we are. See pages 10/11
102-3Location of headquartersNZX Limited, Level 1 / NZX Centre, 11 Cable Street, Wellington. See page 11
102-4Location of operationsNew Zealand and Singapore (dairy derivatives)
102-5Nature of ownership and legal
form
Notes to the Group Financial Statements. See page 73
102-6Markets servedNZX Group operates the NZX Main Board, NZX Debt Market, NZX Derivatives
Market and Fonterra Shareholders' Market, along with the New Zealand’s
Wholesale Energy Market and the New Zealand Emissions Trading Scheme (ETS)
Auction Market.
102-7Scale of organisationWho we are. See pages 10/11
102-8Information on employees and
other workers
Who we are. See page 11
102-9Supply chainOur vendors include office space, utilities, telecommunications and data centre
facilities providers to deliver a range of exchange-related services. See page 32 -
Caring for our environment, supporting a healthy planet
102-10Significant changes to
organisation and its supply
chain
The permanent board of NZ RegCo was established on 1 July 2021, and NZX
migrated its dairy derivatives contracts to trade exclusively on SGX from 29
November 2021. See Statutory Information page 112
102-11Precautionary Principle or
approach
See Risk Reporting, page 55
102-12External initiativesSee Directors’ Responsibility Statement, page 67
102-13Membership of associationsBusiness NZ, Aotearoa New Zealand’s Sustainable Finance Forum (SFF),
Champions for Change - Global Women. Global affiliations include: 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
102-14Statement from senior
decision-maker
How we create value. See page 28
102-16Values, principles, standards,
and norms of behaviour
Corporate Governance. See page 41
102-18Governance structure Corporate Governance. A full list of Board Committees and membership is
published on page 45
102-20Executive-level responsibility
for ESG topics
General Manager People & Sustainability reporting to the Chief Financial &
Corporate Officer
102-40List of stakeholder groupsHow we create value. See page 28. NZX plans to undertake a materiality
assessment in 2022, which would include the identification of key stakeholders
and engagement with them to determine how they are affected by the company’s
decisions and actions – supporting reporting on the key topics and concerns
raised, and how NZX has prioritised and responded to those matters.
102-42Identifying and selecting
stakeholders
102-43Approach to stakeholder
engagement
102-41Collective bargaining
agreements
None of NZX’s employees are covered by a collective bargaining agreement.
102-45Entities included in the
consolidated financial
statements
Notes to the Group Financial Statements. See page 73
102-46Defining report content and
topic boundaries
About this report. See page 1
102-47List of material topicsHow we create value. See page 28
102-48Restatement of informationThere has been no restatement of prior year data
NZX Annual Report 2021
36.

102-49Changes in reportingNo significant changes other than improved data coverage and quality
102-50Reporting period1 January 2021 – 31 December 2021
102-51Date of most recent report17 February 2021
102-52Reporting cycleAnnual
102-53Contact point for questions
regarding the report
info@nzx.com
102-54Claims of reporting in
accordance with GRI Standards
About this report. See page 1
102-55GRI Content IndexESG Performance (GRI Content Index). See page 36
102-56External assuranceIndependent Auditor’s Report. See page 107
205-1Operations assessed for risks
related to corruption
Risk reporting. See page 55
205-2Communication and training
about anti-corruption policies
and procedures
NZX has a Conflicts Management Policy that applies to all employees and
directors. This was updated in June 2021 and changes communicated internally
and published on www.nzx.com, Any person subject to the policy is required to
complete annual training to a satisfactory standard. 96% of people subject to the
policy had completed training at reporting date. NZ RegCo employees and
directors must complete separate training relevant to their conflicts management
obligations and was completed by 100% of people subject to the policy.
205-3Confirmed incidents of
corruption and actions taken
No employee incidents in 2021
Protected ethics advice and
reporting mechanisms
NZX’s Code of Conduct and Protected Disclosure Policy include an external
reporting mechanism
Risk and
opportunity
oversight
Integrating risk and
opportunity into business
process
Risk reporting. See page 55
207-1Approach to taxNotes to the Group Financial Statements. See Taxation, Note 12
207-2Tax governance control and
risk management
207-3Stakeholder engagement and
management of concerns
related to tax
NZX’s planned materiality assessment, and related stakeholder engagement will
include assessing potential concerns related to tax, including approach to
engagement with authorities, approach to public policy advocacy
207-4Country-by country reportingNZX Group’s audited financial statements are resident for tax purposes in
New Zealand only
419-1Non-compliance with laws and
regulations in the social and
economic area
Nil
102-15Business continuity – key
impacts, risks and
opportunities
Risk reporting. See page 55
Governing
purpose
Setting purposeHow we create value. See page 28
Quality of
governing
body
Governance body composition Corporate governance. See page 43. The composition of the NZX Board is
disclosed, including average tenure and diversity characteristics, and this
reporting will be reviewed in the 2022 financial year with a view to including
competencies relating to economic, environmental and social topics
Stakeholder
engagement
Material issues impacting
stakeholders
NZX plans to undertake a materiality assessment in 2022. This will include a list of
the topics that are material to key stakeholders and the company, how the topics
were identified and how the stakeholders were engaged.
Ethical
behaviour
Anti-corruption As at publication date 96% of NZX and 100% of NZ RegCo governance body
members and NZX employees have received training on the organisation’s
anti-corruption policies and procedures
Protected ethics advice and
reporting mechanisms
NZX’s Code of Conduct and Protected Disclosures Policy sets out NZX’s
procedures in respect of the reporting and investigation of possible breaches of
the code or serious wrongdoing in or by NZX.
Risk and
opportunity
oversight
Integrating risk and
opportunity into business
process
Risk reporting. See page 55
General disclosures (continued)
NZX Annual Report 2021
.37

People – social disclosures
405-1Diversity and inclusionWho we are. See page 11
405-2Pay equality Due to workforce size NZX Group reports on gender pay equality
and used for internal review only. Pay equality relating to ethnicity
or other groups. Nurturing and engaging our people, growing
capability. See page 30
405-2Wage levelNZX Group has committed to pay all permanent fixed term and
casual employees at or above the New Zealand living wage.
Average base salary of women in entry level roles at NZX
compared to that of men differs by +1.12%. The average base
salary of “entry level” roles at NZX is 134% of the NZ minimum
wage for women, and 132% for men.
202-1Risk for incidents of child, forced or
compulsory labour
Not material for NZX Group. NZX Group complies with all
New Zealand legislative requirements including human rights
protections.
408,409Health and safetyNurturing and engaging our people, growing capability. See
page 30
404-1Training providedNurturing and engaging our people, growing capability. See
page 30
Planet – environmental disclosures
302-1 Energy consumption within the
organisation
NZX Group has confirmed a commercial arrangement with Toitū
Envirocare to independently verify and report emissions from
FY2021, and the company has committed to a Carbon Zero
programme. Verified environmental disclosures under GRI305 for
FY2021 will be released in Q1 2022. Caring for our environment,
supporting a healthy planet. See page 32 for provisional results
302-3Energy intensity
305-1Direct (Scope 1) GHG emissions
305-2Energy indirect (Scope 2) GHG emissions
305-3Other indirect (Scope 3) GHG emissions
305-4GHG emissions intensity
305-5Reduction of GHG emissions
TCFD implementation NZX Group intends to commence voluntary reporting for the
2022 financial year, in line with the recommendation of the Task
Force on Climate-related Financial Disclosures (TCFD) that
become mandatory in 2023. Reporting will follow the guidance of
the New Zealand External Reporting Board, pending the release
of the NZ CS 1 disclosure primary standard
201-2Financial implications and other risks and
opportunities due to climate change
Risk Reporting. See page 55
Nature lossLand use and ecological sensitivityNot material for NZX Group
Freshwater
availability
Water consumption and withdrawal in
water-stressed areas
Not material for NZX Group
Solid wasteImpact of solid waste disposalNZX Group recognises that society and environmental impacts of
solid wastes streams, and the company will be assessing our
corporate supply chain as part of our commercial arrangement
confirmed with Toitū Envirocare to report independently verified
emissions from FY2022 and implement a plan to achieve carbon
zero. For solid waste, this may include quantitative measures and
valuation of impacts.
Single-use plasticsNZX Group recognises that the consumption and disposal of
single-use plastics is an issue of high public concern, and the
company will be assessing our corporate supply chain as part of
our commercial arrangement confirmed with Toitū Envirocare to
report independently verified emissions from FY2022 and
implement a plan to achieve carbon zero.
307-1Non-compliance with environmental laws
and regulations
Nil.
NZX Annual Report 2021
38.

Prosperity – economic disclosures
201-1Economic contribution Growing New Zealand’s Capital Markets and Economic
Performance. See page 34
Absolute number and rate of employment
Financial investment contribution
Innovation of
better products
and services
Total R&D expenses
Community and
social vitality
Total tax paid Notes to the Group Financial Statements. See page 73
NZX Annual Report 2021
.39

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 innovaton in
public capital markets
Encourage formal
debrief between
stakeholders following
any significant
listing/raising
Promote fund platform
for more listed products
Use broker syndicates
and public pools
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IMPACT
OWNER
RECOMMENDATON
Greater promotion
and education of the
alternative pathways
to the listed market
Capital Markets 2029
A vision and growth agenda to grow
New Zealand’s capital markets
The Growing New Zealand’s Capital Markets 2029
report was released in September 2019. The report
identifies 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.
NZX Annual Report 2021
40.

NZX’s progress against
recommendations within the report
GREATER PROMOTION AND EDUCATION
OF THE ALTERNATIVE PATHWAYS TO
THE LISTED MARKET
—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,
TradeWindow and NZ Automotive
Investments
RAISE AWARENESS OF BENEFITS AND
REASONS TO LIST INCLUDING PROMOTION
OF SUCCESS AND GROWTH STORIES
—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
PROMOTE FUND PLATFORM FOR
MORE LISTED PRODUCTS
—Webinars to educate and support
existing and prospect fund issuers
—Increased promotion of listing option
for funds
UPDATE NZX WEBSITE TO PROVIDE
BETTER USER EXPERIENCES FOR ISSUER
AND MARKET PARTICIPANTS
—Project is underway to
update nzx.com
NZX Annual Report 2021
.41

NZX Annual Report 2021
42.

CorporateGovernance
NZX Annual Report 2021
.43

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
2021 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 2021 (reporting period).
Corporate Governance
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, with the assistance of an independent party,
undertook a review of its Board committees and subsidiary
corporate governance structure during the year, in order
to:
—support consistent governance and utilise appropriate
skill sets;
—modernise for current best practice corporate
governance; and
—support efficient administration across the group.
Following this review, changes to NZX’s subsidiary
corporate governance and directorships were made. The
following diagram summarises the NZX corporate
governance framework.
REGULATORSSHAREHOLDERS
NZX BOARD OF DIRECTORS
REGCO CHIEF
EXECUTIVE OFFICER
NZX CHIEF EXECUTIVE OFFICER
NZX EMPLOYEES
REGCO EMPLOYEES
NZ REGCO BOARD
OF DIRECTORS
AUDIT AND
RISK COMMITTEE
TECHNOLOGY
COMMITTEE
HUMAN
RESOURCES &
REMUNERATION
COMMITTEE
NOMINATION
COMMITTEE
CLEARING
COMMITTEE
NZX Annual Report 2021
44.

NZX Regulation Limited
The exchange’s regulatory functions are performed by
NZX Regulation Limited (NZ RegCo), a separate,
independently governed entity. All regulatory decision-
making has been delegated to the NZ RegCo Board and
NZ RegCo management.
NZ RegCo does not regulate NZX as a listed issuer, or
any related entities of NZX that are subject to the
exchange’s market rules. This means NZ RegCo also does
not regulate Smartshares (as the listed issuer of the
Smartshares ETFs) or NZX Wealth Technologies (as an
accredited NZX Participant). NZX and its related entities
are regulated by the Special Division of the NZ Markets
Disciplinary Tribunal.
NZ RegCo’s functions in relation to regulation of
operations on NZX’s markets include:
—monitoring and enforcing compliance with NZX’s
market rules by issuers listed on NZX’s markets;
—monitoring and enforcing compliance with the NZX
Participant Rules and the NZX Derivatives Market Rules
by participants operating on NZX’s markets, such as
NZX Firms, NZX Advisors and Trading Participants; and
—working with FMA as a co-regulator under the FMCA in
relation to continuous disclosure, market manipulation
and insider trading.
NZ RegCo is subject to a charter, which sets out the
objectives, responsibilities and framework for the
operation of NZ RegCo management and the NZ RegCo
Board.
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 February 2022.
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, with
annual refresher training to all employees.
The policy is reviewed at least annually and was last
reviewed in November 2021.
NZX Annual Report 2021
.45

Principle 2 – board composition and
performance
To ensure an effective board, there should
be a balance of independence, skills,
knowledge, experience and perspectives.
outlines the ideal mix of skills, experience and diversity
needed to ensure the board is equipped to provide the
high standards 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 seven 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 114. NZX’s directors are not formally
required to own NZX shares, but are encouraged to do so.
Board Composition
Board
Structure
Number of
Directors
Gender
Diversity
Average
Director Tenure
Average
Director Age
Diversity
Characteristics
Single tier75 men,
2 women
4 years, 10
months
55.9Education qualifications, professional
experience, personal achievements,
geography, gender, age
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 November 2021.
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
NZX Annual Report 2021
46.

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 February 2022. Further details on NZX’s
diversity and inclusion are outlined on page 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 Victoria Newman appointed as
NZX’s Future Director from 1 July 2021 until 31 December
2022.
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 2021, 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.
The board and five committees and the members of
each as at 31 December 2021 are set below.
Board and committees (as at 31 December 2021)
Board of Directors
—James Miller (Chair)
—Frank Aldridge
—Nigel Babbage
—Richard Bodman
—Elaine Campbell
—John McMahon
—Lindsay Wright
NZX Annual Report 2021
.47

Committees
Core Committees
Audit and Risk
Committee
Human Resources and
Remuneration
Committee
Nomination CommitteeClearing CommitteeTechnology Committee
Lindsay Wright (Chair)
Richard Bodman
John McMahon
Frank Aldridge (Chair)
Lindsay Wright
James Miller
Elaine Campbell
James Miller (Chair)
Frank Aldridge
Nigel Babbage
Nigel Babbage (Chair)
Richard Bodman
Elaine Campbell
Frank Aldridge
John McMahon (Chair)
Richard Bodman
Peter Jessup
Director meeting attendance
Core Committees
Director BoardAudit and Risk
Committee
Human
Resources and
Remuneration
Committee
Nomination
Committee
Technology
Committee
Clearing
Committee
Frank Aldridge
1
7/7–4/41/1–1/2
Nigel Babbage
3
7/7–1/1––4/4
Richard Bodman7/77/7––7/74/4
Elaine Campbell7/7–4/4––4/4
Jon Macdonald
2 3
2/22/21/1–1/1–
John McMahon
1
7/77/7––7/72/2
James Miller7/77/74/41/1––
Lindsay Wright
3
7/77/71/11/1–-
1. John McMahon retired from the Clearing Committee between 16 June 2021 and 10 September 2021. Frank Aldridge joined the Clearing Committee between 16
June 2021 and 10 September 2021.
2. Jon Macdonald resigned as a director of NZX effective from 9 April 2021. Following his resignation, Jon Macdonald retired from the Audit and Risk Committee,
Human Resources and Remuneration Committee and the Technology Committee.
3. There were four Human Resources and Remuneration Committee meetings in 2021 (in February, May, September and December). Jon Macdonald attended one
meeting in February as a member of the committee before he resigned as a director of NZX effective from 9 April 2021. Nigel Babbage was appointed as a member
of the committee effective from 25 June 2021 to replace Jon Macdonald and attended one meeting in September before he retired from the committee effective
from 24 November 2021. Lindsay Wright was appointed as a member of the committee effective from 24 November 2021 and attended one meeting in December.
4. In addition to the scheduled full day board meetings, the board held 5 additional meetings via VC during the year in relation to corporate governance reviews and
consideration of strategic initiatives.
5. In addition to the scheduled meetings, the Audit and Risk Committee held an additional meeting via VC during the year in relation to FY21 earnings guidance.
6. In addition to committee attendance, NZX directors may also sit on subsidiary boards. Elaine Campbell is a director of NZX Regulation Limited and attended 7/7
board meetings. Lindsay Wright was a director and chair of Smartshares Limited until 24 November 2021 and attended 10/11 board meetings. John McMahon and
Richard Bodman were directors of NZX Wealth Technologies Limited until 24 November 2021 (Mr Bodman as chair) and attended 10/10 board meetings.
External committee member meeting attendance
Committee
member
BoardAudit and Risk
Committee
Human
Resources and
Remuneration
Committee
Nomination
Committee
Technology
Committee
Clearing
Committee
Peter Jessup
1
––––6/6–
1. Peter Jessup was appointed to the Technology Committee on 8 April 2021 and attended all six Technology Committee meetings that occurred after his
appointment.
NZX Annual Report 2021
48.

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 current composition 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 23.
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 current composition 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 current composition 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 Technology Committee oversees NZX
technology risk and supports the Audit and Risk
committee in its overall group risk management
obligations. The committee operates under a written
charter, which sets out the responsibilities and framework
for the operation of the committee. The charter was last
reviewed in April 2021.
The committee must have 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 current composition of this
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 June 2021.
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 current composition
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.
NZX Annual Report 2021
.49

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.
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 2021.
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 68 to 106.
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 NZX
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.
Total remuneration received by each director in 2021 is
set out in Note 5 of the Statutory Information section on
page 112.
External committee member remuneration is set out
below.
External committee member remuneration
Committee memberCommittee member fees
Peter Jessup$30,000
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.
NZX Annual Report 2021
50.

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
the form of director fees, while employee remuneration will
include a mix of the following components:
—fixed remuneration (which includes base salary and
KiwiSaver employer 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 February 2022.
NZX’s short-term incentive plan is performance based,
with any short-term incentive plan payment being
conditional on (1) NZX’s financial performance; (2) the
business unit’s financial and operational 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 share
rights which may convert to 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 and his employment
term is 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 2021 was $600,000 and
potential short-term incentive plan payment for 2021 was
$600,000 ($300,000 for on-target performance). Mark
Peterson’s actual short-term incentive plan payment for
2021 was $600,000, this will be paid in February 2022.
Mark Peterson’s 2021 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 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 share rights under
NZX’s long-term incentive plan:
—The initial allocation in April 2017 (with a vesting date in
April 2022) has a value equivalent to $250,000 per
annum. 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; and
—A further allocation on the extension of Mark Peterson’s
employment term in September 2021 (with a vesting
date in April 2024) has a value equivalent to $387,100
per annum. Vesting is dependent on NZX meeting
performance hurdles in respect of NZX’s total return to
shareholders for the prior two year seven months
period, and on Mark Peterson remaining an employee
for the duration of the vesting period.
NZX Annual Report 2021
.51

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
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 2021 and how these are being
managed are outlined and discussed on pages 56 to 57.
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 2021 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 May 2021.
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 2021 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.
NZX Annual Report 2021
52.

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 Head of Communication’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 8 April 2021. The notice
of the meeting was released to the market on 9 March 2021
and announced on NZX. This met recommendation 8.5 of
the NZX Code to provide at least 20 working days’ notice
of the meeting. Going forward, the notice of meeting will
also be posted in the NZX Investor Centre, in full
compliance with recommendation 8.2. The 2022 meeting
will be held on 6 April 2022 in Auckland. A webcast of the
meeting will be made available to shareholders.
NZX Annual Report 2021
.53

NZX Annual Report 2021
54.

RiskReporting
NZX Annual Report 2021
.55

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
2023. We regularly revisit this strategy, most recently in 2021 and we report progress
annually through our Investor Presentations
—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 opportunities and issues early and
address any people and resourcing risks
—We publish monthly operating metrics and quarterly revenues to enhance the
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 all our
business units
—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
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
—Observability, tools and processes are critical to ensuring our ongoing performance
and monitoring of critical applications. This will be a priority in 2022
—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 Technology Committee (a committee of the NZX Board) as well as a
Cybersecurity Management Committee and cybersecurity strategy and response plan.
—We have measures in place to identify and protect against data security threats
—We are progressing engagement with the capital markets ecosystem through the
introduction of the Technology Working Group to develop an IT roadmap for the future
and to improve our engagement with the market on technology issues
—We develop and train our staff and seek to have suitably qualified and experienced
information technology staff
—We ensure our stakeholders and regulator is informed and kept up to date on our
strategy and roadmap
Risk Reporting
NZX Annual Report 2021
56.

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 practicing good
corporate governance and adherence to internal policies and procedures
—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, regulatory and contractual 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
and most efficient industry-wide outcomes
—Where appropriate, we address regulatory concerns by developing and implementing
action plans with the regulators
—We include structural separation of NZX’s commercial and regulatory roles as part of
our regulatory model. The regulation function is carried out by an independently
governed agency and ensures enhanced conflicts management arrangements
between NZX’s commercial and regulatory roles.
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 diverse customer segments in a complex ecosystem
—We aim to consider the impact of NZX-driven changes on our customers, and we
provide sound basis for the change alongside appropriate levels of communication
—We aim to have regular and open engagement with customers and wider stakeholders
to seek feedback on our performance and their satisfaction
—We recognise the balance that is required between the requirements of the market and
the cost to our customers
—We track all our communications with our customers to ensure that there is a record of
what is discussed and what follow up is required
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 cross train both within and across operational teams to ensure maximum coverage
for issues related to people availability in specific locations
—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 where teamwork, diverse
thought, challenge and clarity of decisions are all embraced
—Our company values are based on Integrity, Resilience, Openness, Creativity and
Delivery
—We seek to operate to best practice HR and Health & Safety standards
—We are committed to continually evolving and promoting an effective risk management
culture that creates an environment of risk awareness and responsiveness
—Our people are expected to 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 employee engagement via employee engagement
surveys and set action plans for continuous improvement
NZX Annual Report 2021
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NZX Annual Report 2021
58.

ManagementCommentary
NZX Annual Report 2021
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NZX Annual Report 2021
60
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
20212020Change20212020Change20212020Change2021202020212020
$000$000%$000$000%$000$000%
Capital Markets
Origination
15,81515,1924.1%
Secondary
Markets27,74727,3431.5%
Data &
Insights
17,45316,1468.1%
Markets
Sub-total
61,01558,6814.0%18,64815,451(20.7%)42,36743,230(2.0%)69.4%73.7%81.975.4
Funds
Management18,83813,66937.8%9,6488,071(19.5%)9,1905,59864.2%48.8%41.0%68.452.8
Wealth
Technologies4,3972,42581.3%4,0132,689(49.2%)384(264)245.5%8.7%(10.9%)65.855.7
Corporate
Services
2
85205N/A16,45414,594(12.7%)(16,369)(14,389)(13.8%)N/AN/A59.355.9
NZX Commercial
Operations Sub-
total
84,33574,98012.5%48,76340,805(19.5%)35,57234,1754.1%42.2%45.6%275.4239.8
Regulation3,6203,4465.0%3,4133,225(5.8%)207221(6.3%)N/AN/A17.317.5
NZX Group
Total Excl.
Acquisition Costs87,95578,42612.2%52,17644,030(18.5%)35,77934,3964.0%40.7%43.9%292.7257.3
Acquisition Costs--N/A1,352-N/A(1,352)-N/AN/AN/A--
NZX Group Total87,95578,42612.2%53,52844,030(21.6%)34,42734,3960.1%39.1%43.9%292.7257.3
1 Operating earnings (EBITDA) are before net finance expense, income tax, depreciation, amortisation, loss on disposal of assets, 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 (other than NZ RegCo).
NZX Annual Report 2021
60.

NZX Annual Report 2021
61
Operating earnings (EBITDA) increased 0.1% to $34.427 million. On a like for like basis operating earnings
(EBITDA) excluding one-off acquisition costs ($1.352 million) increased 4.0% to $35.779 million, with:
• operating revenue increasing 12.2% to $87.955 million; and
• operating expenses, excluding acquisition costs, increasing 18.5% to $52.176 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 2021 as outlined in the Investor Presentation in February 2021 are summarised in the table
below:
External Dependencies2021 Targets2021 Actual
1
NZX Group
Operating earnings excluding
acquisition costs
2
$32.0 - $35.5 million$35.8 million (up 4.0%)
Core Markets
Capital Markets
Origination
Capital raised (total primary and
secondary capital issued or raised
for Equity, Funds and Debt)
• Listing ecosystem
dependent on others
• No major market
correction
$10.0 billion$19.8 billion (up 12.1%)
Secondary
Markets
Total value traded
• Participant activity
levels drive value traded
• No major market
correction
$45.0 billion$52.4 billion (down 2.4%)
Dairy Derivatives lots traded
• Participant activity
levels drive lots traded
0.40 - 0.50 million lots
305,937 lots (down
15.2%)
Data & Insights
Revenue growth (in
subscriptions, licenses and dairy
subscriptions changing revenue
mix)
• Dependent on core
markets growth
Average revenue
growth: 5.0%
$17.5 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%
$6.54 billion (up 28.8%.
Average FUM for year up
37.0%)
Wealth
Technologies
Total Funds Under Administration
• Investment market
returns impacts FUA (all
asset classes)
• No major market
correction
Migrate new clients
onto the platform
$11.02 billion (up 53.2%.
Average FUA for year up
138.3%)
1 Percentage changes represent the movement for the year 2020 to 2021, except Funds Under Management and Funds Under Administration which are the movements in balances
as at 31 December 2020 to 31 December 2021.
2 Operating earnings (EBITDA) are before net finance expenses, income tax, depreciation, amortisation, loss on disposal of assets, 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 2021
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