NZX Annual Meeting 2022

Our Annual
Shareholders’ Meeting
1
As a shareholder of NZX Limited, you are invited to our Annual Meeting to be held at
our Auckland Office at Level 15, 45 Queen Street, Auckland and virtually via an online
platform provided by NZX Limited’s share registrar, Link Market Services at
www.virtualmeeting.co.nz/NZX22 on Wednesday, 6 April 2022 at 10:00am.
Venue: Level 15, 45 Queen Street, Auckland 1010

Details of how to attend online are set out in the “Important Information” section
Date: Wednesday, 6 April 2022
Time: 10:00am
If you are attending the meeting in person, please bring your Proxy form (intact) or your CSN/Security holder number with you
to help make registration quick and simple with the Link Market Services team (who will be at the entrance to the room). If you
are joining the meeting online further instructions on how to participate are outlined below.
Please note that if you wish to attend in person, you will need to bring your vaccination pass in order to enter the premises.
If there are additional lockdown restrictions as a result of COVID that require changes to the arrangements for the Annual
Meeting, which may include a decision to hold the meeting online only, we will update you via announcements to NZX.
Business
A. Chairman’s welcome and strategic overview
B. CEO report on financial and business performance
C. Financial statements
To receive the Annual Report for the 12 months ended 31 December 2021, including the
financial statements and the auditor’s report.
D. Ordinary Resolutions
The following resolutions will be voted on at the meeting:
1. That the Board be authorised to determine the auditor’s fees and expenses for the
2022 financial year;
2. That Peter Jessup (appointed by the Board as a director with effect from
1 January 2022), who retires and is eligible for election, be elected as a director
of NZX Limited;
3. That James Miller, who retires and is eligible for re-election, be re-elected as a
director of NZX Limited;
4. That Elaine Campbell, who retires and is eligible for re-election, be re-elected as a
director of NZX Limited; and
5. That the total annual remuneration payable to all directors be increased by $87,000
from $435,000 to $522,000 with effect from 1 July 2022.
After serving over 2 years on the Board, John McMahon has retired as a director of NZX
Limited, effective 31 December 2021, and is not seeking re-election.
E. Other business
To consider any other business that may be properly brought before the meeting.
By order of the Board
Sara Wheeler
COMPANY SECRETARY

NZX Annual Shareholders’ Meeting 2022
Explanatory Notes
All resolutions to be put to the meeting are discussed in the following
Explanatory Notes.

Resolutions 1 to 5 are proposed as ordinary resolutions and, to be passed, require approval by
a simple majority of votes of shareholders who are entitled to vote on the resolutions and who
exercise their right to vote. All references in this Notice of Meeting to the “Listing Rules” are
references to the NZX Listing Rules dated 10 December 2020.
2
Resolution 1:
Auditor
KPMG is the current auditor of NZX. The Companies Act 1993 (“Act”)
provides that a company’s auditor is automatically re-appointed
unless the shareholders resolve to appoint a replacement auditor,
or there is another reason for the auditor not to be re-appointed.
Section 207S of the Act further provides that the auditor’s fees and
expenses must be fixed by the Company, or in the manner that the
Company determines at a shareholders’ meeting.
Shareholders are being asked to resolve that the Board is authorised
to fix the fees and expenses of KPMG for the 2022 financial year.
The Board unanimously supports resolution 1 and recommends that
you vote in favour of it at the meeting.
Resolution 2:
Election of Peter Jessup as a Director of NZX
Pursuant to clause 26.2 of the Constitution, any person who is
appointed as a Director by the Board must retire at the next Annual
Meeting, but shall be eligible for election at that meeting.
Peter Jessup retires in accordance with clause 26.2 of the
Constitution, and offers himself for election.
Peter was appointed
as an independent
director in January
2022, following his
appointment to the
Technology Committee
in April 2021. Peter is
recognised as a pre-
eminent expert in stock
exchange computer
systems. 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. Over his
23 years at Nasdaq, he oversaw the development and deployment
of financial markets products with a global customer base of over 50
exchanges, CSDs and clearing houses. Peter worked for NZSE (New
Zealand Stock Exchange) from 1986 to 1993, where he played a key
role in automation of the exchange, including the implementation of
electronic settlement and automated trading technology.
Peter is Chair of the Technology Committee, and also sits on the
Audit and Risk Committee. The Board has determined Peter to be an
independent director for the purposes of the Listing Rules, and he
also meets the requirements of NZX’s ‘fit and proper’ policy.
The Board unanimously supports resolution 2 and recommends that
you vote in favour of it at the meeting.
Resolution 3:
Re-election of James Miller as a Director of NZX
Pursuant to Listing Rule 2.7.1, a director must not hold office without
re-election past the third annual meeting following the director’s
appointment, or 3 years, whichever is longer.
James Miller retires in accordance with Listing Rule 2.7.1, and offers
himself for re-election.
James was appointed as a director in August 2010, and has been
NZX Chair since May 2015. He was last presented for re-election in
2019. He currently sits on the Nomination Committee and the Human
Resources and Remuneration Committee. 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.
James is a qualified chartered accountant, a Certified Securities
Analyst Professional, and is a Fellow of INFINZ, 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, and a former director of the Accident
Compensation Corporation, Auckland International Airport and
Vector Limited. He was an inaugural director of the Financial Markets
Authority, and previously a member of the ABN AMRO Securities,
INFINZ and Financial Reporting Standards Boards.  James has
recently confirmed his intention to stand down at the 2023 ASM to
enable orderly leadership succession at NZX.
The Board unanimously supports resolution 3 and recommends that
you vote in favour of it at the meeting.

NZX Annual Shareholders’ Meeting 2022
3
Resolution 4:
Re-election of Elaine Campbell as a Director
of NZX
Pursuant to Listing Rule 2.7.1, a director must not hold office without
re-election past the third annual meeting following the director’s
appointment, or 3 years, whichever is longer.
Elaine Campbell retires in accordance with Listing Rule 2.7.1, and
offers herself for re-election.
Elaine was appointed as a director in February 2019 and currently sits
on the Clearing Committee and Human Resources and Remuneration
Committee, and is director of RegCo. This is the first time she has
been presented for re-election. 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.
The Board unanimously supports resolution 4 and recommends that
you vote in favour of it at the meeting.
Resolution 5:
Increase Director Fee Pool
Listing Rule 2.11.1 and the Constitution of the Company require the
remuneration of the directors to be approved by Ordinary Resolution
of the Company. This may be expressed as either a monetary sum
payable either to all directors in aggregate, or to each person who
holds office as a director of the Company. If the sum approved is an
aggregate amount, that sum may be divided amongst the directors
as the board deems appropriate.
The fee pool of $435,000 was last independently benchmarked in
2002, prior to listing and was last increased with the approval of
shareholders in 2012 (by $60,000 to accommodate the appointment
of an additional director and some additional headroom). Fees paid
to individual directors (Chair fee of $100,000 and director fee of
$50,000) have remained static since 2003.
The complexity of the business, together with technology
requirements, and regulatory obligations have increased
immeasurably since the IPO in 2003.
The board sought proposals from leading independent
remuneration advisers and selected PWC to carry out independent
market benchmarking for non-executive director (NED) fees at NZX
Limited based on a group of 20 peers. The outcomes of this exercise
are contained in an independent report from PWC and a summary of
the report can be found here. PWC’s report identified the following
factors:
•

T
he market median fee pool across the agreed comparator


gr
oup of 20 NZX-listed companies was $725,000. The NZX


urr
ent pool fee at $435,000 has a comparative ratio of 60% of


the mark
et median.
•

If
current director fees had been adjusted for inflation from


2003 it would r
esult in a fee pool of $562,835.
•

NZX
Board Chair and NED fees each currently trail the market


median observa
tion, at 67% and 59% respectively.
•

All of
the comparator companies pay a committee fee to their


Chair of
Audit & Risk Committee (median $15,000) and 75%


pay a Chair of
Remuneration Committee fee (median $12,000).


Between 25% -40% of
these companies also pay committee


member fees.
T
o facilitate the chair succession process and attract and retain talent,
it is essential that NZX pays market rates for fees. Based on the
independent benchmarking information, and subject to shareholder
approval, the NZX board proposes to increase the current fee pool to
$522,000 (which represents a comparative ratio of 72% of the market
median). If approved, the Board would use its discretion to allocate
the updated pool towards its 7 non-executive directors on the basis
of a Chair fee of $120,000 and a director fee of $60,000 from 1 July
2022. The Board will not pay its non-executive directors separate
committee fees.
The Board will also introduce a policy for at least 50% of the increase
from the FY2022 director’s fee to be applied towards acquisition of
NZX shares each year, subject to legal requirements.
Noting that there is still some way to go for the fee pool to reach the
market median, the Company also wishes to signal its intention to
return to Shareholders over the following 2 years (2023 and 2024) to
seek further adjustments.
Note that fees paid to directors of NZX subsidiary NZX Regulation
Limited (Regco) are excluded from NZX’s fee pool and shareholder
approval requirements under a waiver granted by Special Division in
December 2021. That waiver is summarised in NZX’s annual report
for the 2021 financial year and a link to the full text of that waiver is
available here. The waiver does not apply to directors of NZ RegCo
who are also directors of NZX.
Under the listing rules, fees paid to the directors of Smartshares are
approved separately by NZX as a shareholder of Smartshares.
The Listing Rules require that the remuneration of directors be
authorised by an ordinary resolution.
Voting restrictions apply to this resolution.
See the “Important Information” section for further details.

NZX Annual Shareholders’ Meeting 2022
Important Information
4
Voting
You are entitled to vote at the Annual Meeting if you have a
shareholding in NZX Limited at 5.00pm on Monday 4 April 2022.
If you are entitled to vote and wish to do so in person, you should
attend the Annual Meeting.
A proxy form is enclosed with this Notice of Annual Meeting which
allows you to vote on the resolutions notified in this Notice of Annual
Meeting. Please bring this form with you to the meeting, as the
barcode will assist with your registration.
Proxies and corporate representatives
Any shareholder of NZX who is entitled to attend and vote at the
Annual Meeting, is entitled to appoint a proxy (or representative in
the case of a corporate shareholder) to attend the meeting and vote
on their behalf. A proxy need not be a shareholder of NZX.
If you appoint a proxy, you may either direct your proxy how to vote
for you, or you may give the proxy discretion to vote as he or she
sees fit. If you wish to give your proxy discretion, then you should
make the appropriate election, either online or on the proxy form, to
grant your proxy that discretion. You will be deemed to have given
your proxy discretion if you do not make an election in relation to any
of resolutions 1 to 5.
The Chair of the meeting is willing to act as proxy for any shareholder
who appoints him for that purpose. If you appoint the Chair of the
meeting as your proxy and do not direct the Chair how to vote in the
proxy form, the Chair will vote in favour of resolutions 1 to 4 and will
abstain from voting on resolution 5.
If, in appointing your proxy, you do not name a person as your
proxy (either online or on the proxy form that is lodged with Link
Market Services), or your named proxy does not attend the meeting,
the Chair of the meeting will be your proxy and may only vote in
accordance with your express direction. To be valid, a completed
proxy form must be returned so that it is received by no later than
10:00am on Monday 4 April 2022. Any proxy form received
after this time will not be valid for the meeting. You may return your
completed proxy form by delivering it to Link Market Services using
one of the following methods:
Online at: https://investorcentre.linkmarketservices.co.nz/voting/
nzx (you will need your CSN/holder number and authorisation code
(FIN))
Scan and email to: meetings@linkmarketservices.com (use ‘NZX
Proxy’ as email subject)
Mail to: Link Market Services, PO Box 91976, Auckland 1142, New
Zealand using the enclosed reply paid envelope
By hand to: Link Market Services, Level 30, PwC Tower, 15 Customs
Street West, Auckland 1010, New Zealand
Online Participation
To participate at the meeting online use the following link to NZX’s
share registrar’s virtual meeting platform: www.virtualmeeting.co.nz/
NZX22
Shareholders attending and participating in the meeting virtually
via the online platform will be able to vote and ask questions during
the meeting. If you will be participating online you will require your
shareholder number, found on your proxy form, for verification
purposes.
More information regarding virtual attendance at the meeting
(including how to vote and ask questions virtually during the
meeting) is available in the Virtual Annual Meeting Online Portal
Guide, which is available at: https://bcast.linkinvestorservices.co.nz/
generic/docs/OnlinePortalGuide.pdf
A full replay of the meeting will be available via the link below and
can be accessed online at NZX’s Investor Centre:
https://www.nzx.
com/about-nzx/investor-centre/shareholder-meetings

Resolutions
All of the resolutions are ordinary resolutions, meaning they can be
approved by a simple majority (more than 50%) of the votes cast.
Voting Restrictions
In accordance with the Listing Rules, each director and all Associated
Persons of each director (as that term is defined in the Listing Rules)
is disqualified from casting a vote in favour of resolution 5, other
than where the vote is cast by a director or an Associated Person
as a proxy for a person who is entitled to vote, in accordance with
express directions on the Voting/Proxy Form to vote for or against
the resolution. Any votes otherwise cast in favour of resolution 5 by a
director or an Associated Person of a director will be disregarded by
the Company.
Questions
Following the conclusion of formal business, there will be an
opportunity for shareholders at the meeting (attending either in
person or using the virtual meeting platform) to ask questions.
To encourage shareholder participation, we also invite those unable
to attend in person to submit questions ahead of the meeting. If you
would like to submit a question you can do so
online or using the
enclosed proxy form. Questions received by 10.00am on Monday 4
April 2022 will be addressed and answered at the meeting.
Copies of the Annual Meeting presentation materials will be
published and available online shortly before the meeting begins

NZX Annual Shareholders’ Meeting 2022
How to get to the Annual Meeting
5
NZX Limited
Level 15
45 Queen Street
Transit by train to Britomart
Train Station then walk/taxi
A. Lower Albert Street
B. Custom Street West
C. Britomart Te Komititanga
D. Stop A Britomart Queens Arcade
E. Stop B Britomart Queens Arcade
F. Britomart Queens Arcade
G. Britomart
H. Britomart Custom Street East
I. Britomart Commerce Street
J. Britomart Train Station
BUS STOPS/ROUTES
C
DF
J
E
G
I
H
B
A
C

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Proxy form for the NZX
2022 Annual Meeting
Lodge your proxy
The Annual Meeting of NZX Limited (NZX or
the Company) will be held at our Auckland
Office at Level 15, 45 Queen Street, Auckland, and
virtually via an online platform provided by NZX
Limited’s share registrar, Link Market Services at
www.virtualmeeting.co.nz/NZX22, on Wednesday,
6 April 2022, commencing at 10:00am. Please
register and be seated by 9:50am. If you will be
attending online, you will require your Holder
Number for verification purposes.
Appointment of Proxy
If you do not plan to attend the Annual Meeting, you may appoint
a proxy. The Chair or any other director can act as a proxy for any
shareholder who appoints him or her. If, in appointing your proxy,
you do not name a person to be your proxy (either online or on this
form), or your named proxy does not attend the meeting, the Chair
of the meeting will be your proxy and vote in accordance with your
express direction.
Voting of your holding
Direct how to vote your proxy by making the appropriate election,
either
online or on this from, in respect of each item of business
(resolution 1 to 5). If you do not make an election in respect of a
resolution your proxy may vote as they choose.
If you make more than one election in respect of a resolution your
vote will be invalid for that resolution.
Appointing the chair of the meeting or a director
as your proxy
If you expressly appoint the Chair of the meeting or any other Director
as your proxy and elect to give them discretion on how to vote on a
resolution, you acknowledge that they may exercise your vote even if
they have an interest in the outcome of that resolution.
The Chair of the meeting and the directors intend to vote all
discretionary proxies in favour of resolutions 1 to 4. Please note
restrictions on Resolution 5.
Please complete, sign and lodge this Proxy Form and voting instructions
with LINK Market Services (NZX’s registry), no later than 10:00am on
Monday, 4 April 2022.
Proxies need to be lodged as per the instructions on this form.
Restrictions
In accordance with the NZX Listing Rules, each director and all
Associated Persons of each director (as that term is defined in the NZX
Listing Rules) is disqualified from casting a vote on resolution 5, other
than where the vote is cast by a director or an Associated Person as a
proxy for a person who is entitled to vote, in accordance with express
directions on the Voting/Proxy Form to vote for or against the resolution.
Attending the meeting
If you propose to attend the Annual Meeting please bring this
Admission Card/Proxy Form intact to the meeting, the barcode is
required for registration at the meeting.
Signing instructions for proxy forms
Individual holding
Where the holding is in one name, the security holder must sign.
Joint holding
This Proxy Form may be signed by either, or on behalf of, the joint
shareholders (or their duly authorised attorney).
Power of Attorney
If this Proxy Form has been signed by an attorney, a copy of the power
of attorney under which it was signed (if not previously provided to
the registry), and a signed certificate of non-revocation of the power of
attorney must accompany this Proxy Form.
Company
This Proxy Form must be signed by a duly authorised officer or attorney.
Persons who sign on behalf of a company must be acting with the
company’s express or implied authority.
Go online to https://investorcentre.linkmarketservices.co.nz/voting/NZX to appoint and give
directions to your proxy or turn over to complete the form.
1
Online
https://investorcentre.linkmarketservices.co.nz/voting/NZX
(CSN/holder number and authorisation code (FIN) required to vote)
Scan & Email
meetings@linkmarketservices.com
(please use “NZX Proxy Form” as the subject)
Mail
LINK Market Services
PO Box 91976, Auckland, 1142, New Zealand
(If mailing proxy from within New Zealand please use the pre-paid
envelope provided. If you are mailing from outside New Zealand
you can also use the return envelope but please add a stamp for the
required postage)
Deliver In Person
Link Market Services Limited, Level 30, PwC Tower, 15 Customs
Street West, Auckland

Proxy/Corporate Representative Form
2
STEP 3: shareholder questions
Shareholders present at the Annual Meeting in person or virtually will have the opportunity to ask questions during the meeting. If you cannot attend the
Annual Meeting but would like to ask a question you can submit a question online by going to https://investorcentre.linkmarketservices.co.nz/voting/NZX
and completing the online validation process, or complete the question section below and return to LINK Market Services in the reply paid envelope
enclosed. Questions will need to be submitted by 10:00am on Monday 4 April 2022. The Board will address and answer questions at the Annual Meeting.
Questions:
Ordinary Business:
This form is to be used to vote as follows on the following:
Ordinary Resolutions:
1. That the Board be authorised to determine the auditor’s fees
and expenses for the 2022 financial year.
2. That Peter Jessup (appointed by the Board as a director
with effect from 1 January 2022), who retires and is eligible for
election, be elected as a director of NZX Limited.
3. That James Miller, who retires and is eligible for re-election, be
re-elected as a director of NZX Limited.
4. That Elaine Campbell, who retires and is eligible for re
election, be re-elected as a director of NZX Limited.
5. That the total annual remuneration payable to all directors be
increased by $87,000 from $435,000 to $522,000 with effect
from 1 July 2022.
SIGN: Signature of shareholder(s) This section must be completed.
STEP 1: Appoint a proxy to vote on your behalf
STEP 2: Items of business - proxy voting instructions
Shareholder 1Shareholder 2Shareholder 3
Electronic Investor Communications
If you received the Notice of Meeting & Proxy by mail and wish to receive your future investor communications by email please provide your
email address below:
or duly authorised officer
I / We being a shareholder(s) of NZX Limited
NZX Annual Shareholders’ Meeting 2022
Hereby appoint
Or failing that person
(full name of proxy)
(full name of proxy)
ForAgainstAbstainDiscretion
(full address)
(full address)
of
of
or duly authorised officeror duly authorised officer
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of NZX Limited to be held at 10:00am,
Wednesday 6 April 2022, and at any adjournment of that meeting.
And to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or
any adjournment thereof). Unless otherwise instructed as above, the proxy may vote as he/she thinks fit or abstain from voting on each such resolution. The
proxy is appointed only in respect of the above meeting or any adjournment thereof.
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf during the poll, and your votes will not be
counted in computing the required majority.
Tick (✓) in box to vote