NZX Annual Meeting 2022 – speeches and presentation

Annual
Shareholders’
Meeting
Auckland
6 April 2022

Today’s meeting
2
•Welcome and strategic overview –
James Miller, Chair
•Report on financial and business
performance –Mark Peterson, CEO
•Resolutions
-Audit fees
-Election of Peter Jessup
-Re-election of James Miller
-Re-election of Elaine Campbell
-Director fees
•Voting
•Questions

Voting and asking questions
3
Voting Card
Question box

Welcome and
strategic overview
James Miller, Chair

New Auckland
office and Board
introduction
5
[Holding slide for Auckland office walk through]

6
NZX 2.0
Scale in capital flows drives complementary opportunities and growth
Greater
investor flows and
capital origination
More issuers
list and more
investors
participate
More liquidity
Reinforce
with global
access/
infrastructure
and broader
product/market
set
More activity drives
wider participation
Capital Flows
Helping businesses get access to capital and
providing investors opportunities to grow their
investments via equity or debt vehicles
Liquidity
Maximising the financial services we
offer to Kiwis
Product/Markets and Access:
Investing to support additional capacity
and capability to enhance the security and
performance
Empowered by: Platform, Efficiency, Resilience and Risk
NZX 2.0

7

8

Technology focus
9
•High priority placed on completing the Financial
Markets Authority (FMA) action plan
•Appointment of Robbie Douglas as Chief
Information Officer in 2021
•Appointment of Peter Jessup to the Technology
Committee in 2021

Director changes
10
•John McMahon retired from the NZX Board on 31
December 2021
•Peter Jessup appointed onto the NZX Board effective
1 January 2022
•Peter brings more than 35 years’ financial markets IT
experience –including trading, surveillance, clearing,
depository and settlement systems
•He 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.
•Peterpreviously worked for NZSE (New Zealand
Stock Exchange)

NZ RegCo
11
•NZ RegCo is structurally separate from NZX’s
commercial and operational activities
•Governed by a separate board with:
•An independent Chair -Trevor Janes; and
•The majority of members independent of the
NZX Group:
-Elaine Campbell (NZX Director)
-Annabel Cotton (Independent)
-John Hawkins (Independent); and
-Michael Heron QC (Independent)
•NZ RegCo CEO is Joost van Amelsfort

The future
12
•Mark Peterson’s employment term extended as Chief
Executive to April 2024
•With a clear date now set of CEO succession, it is an
ideal opportunity for the board to consider Chair
succession.
•The new Chair will lead the process to appoint the next
NZX Chief Executive
•NZX will continue to pursue the NZX 2.0 strategy,
including building scale in funds management and value
from its growth options.
•James Miller to step down as Chair at 2023 ASM, Chair
succession process underway with NZX’s Nomination
Committee, supported by external advisers

Directors fees
13
•Fee pool of $435,000 was last independently
benchmarked in 2003 and has remained static
since
•PWC engaged to carry out market benchmarking
for non-executive director fees based on a group
of 20 peer companies
•The outcomes of this exercise are summarised in
a report and can be found in NZX’s NOM and here
•Target overall fee pool of approximately $690,000
to allow for a Chair fee of $150,000 and NED fee of
$80,000 over three-year period
•NZX Board proposes first step to increase the
current fee pool by $87,000 to $522,000

Outlook for 2022
14
•NZX has today announced guidance* to be in the
range of $33.5 million to $38.0 million
•NZX Board notes the increased market volatility
from the start of the year, and a general tightening
in financial conditions
*The 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, this guidance assumes no material adverse events, significant one-off
expenses, major accounting adjustments, other unforeseeable circumstances, or future
acquisitions or divestments. This guidance should be read together with and subject to the
risks in the ‘Key Risks’ section on slide 45 of NZX’s Investor Presentation released on 17
February 2022.

Report on financial
and business
performance
Mark Peterson, CEO

Delivering on a
growth strategy
16
•Capital listed and raised remains a high priority
•Continuing to build liquidity through greater
connection, participation, functionality and new
products (NZX20 Futures)
•Partnering to accelerate the growth and realise
the potential in our Dairy market
•Investing to support scale in Smartshares and
Wealth Technologies
•Built on strong foundation –efficient and
accurate operations, resilient and secure
technology, and a sound balance sheet

Performance and
results
17
•2021 successfully continued the step-change
we saw in our markets in 2020
•Achieved higher levels of market activity
particularly for capital listed and raised, and
total value traded.
•Smartshares and Wealth Technologies
continued to gain scale providing greater
earnings diversity and a platform for future
growth

Market
development
Section footer
18
•High levels of engagement and interest in our
markets –attracting both local and
international attention
•On-market liquidity levels averaged 62% in
2021. Our objective is to reach 70-80% over
the next five years.
•Positive trends showcase how a healthy listed
market can deliver reliable liquid and open
access to investment in New Zealand

Smartshares
19
•119,869 members across KiwiSaver,
investment superannuation, and insurance
solutions
•Attracted more than $1 billion in net investor
cash flows
•Acquisition of ASB Superannuation Master
Trust management rights to add $1.8 billion in
retirement saving
•Additional $385 million of FUM transferred to
Smartshares from KiwiSaver default transition
in December 2021
•KiwiSaver default status expected to bring in
10,000 new members each year

Wealth
technologies
20
•Client transitions have driven growth, and
there is a positive outlook for this to continue
•Eight clients on the new platform, three new
onboarded in 2021
•32,095 investor portfolios being managed
through our wealth management platform
•Increased level of demand for NZX Wealth
Technologies service offerings
•Engaged with a number of new prospects for
project activity

21
A spotlight on Dairy Derivatives

Focus on our Capital
Listed and Raised
22
•Recognition of global volatility impacting
market conditions
•2021 a solid year for new listings and capital
raisings
•Listed issuers making use of the ability to
source equity and debt funding when needed
•Continued focus on identifying new prospects

Focus on our Capital
Listed and Raised
23
•Recognition of global volatility impacting
market conditions
•2021 a solid year for new listings and capital
raisings
•Listed issuers making use of the ability to
source equity and debt funding when needed
•Continued focus on identifying new prospects

Focus on our Capital
Listed and Raised
24
•Recognition of global volatility impacting
market conditions
•2021 a solid year for new listings and capital
raisings
•Listed issuers making use of the ability to
source equity and debt funding when needed
•Continued focus on identifying new prospects

Focus on our Capital
Listed and Raised
25
•Recognition of global volatility impacting
market conditions
•2021 a solid year for new listings and capital
raisings
•Listed issuers making use of the ability to
source equity and debt funding when needed
•Continued focus on identifying new prospects

Tech and Risk
Management
26
•Technology remains a key priority for NZX
•Capacity added to the technology and
securities IT team
•Continued focus on quality, reliability and risk
reduction
•New trading system to assist NZX in meeting
the anticipated needs of Participants in New
Zealand’s capital markets

Commitment to
sustainability
27
•NZX has held five successful NZ ETS auctions
with increased interest building
•Rising New Zealand Unit (NZU) price and
importance of NZ ETS seeing increased focus
from Government and sector
•Toitū Envirocare engaged to independently verify
and report NZX emissions from FY2022
•NZX continue to support work undertaken by the
Aotearoa Circle’s Sustainable Finance Forum,
including the launch of Toitū Tahua, the
Sustainable Finance Centre

Tribute to
teamwork
28
•NZX is bound by a team who brings our
culture to life, while we work hard to build New
Zealand’s tomorrow
•The role of capital, and a trading platform like
the exchange, is acentral chapter in the story
of New Zealand’s economic development
•We have stood the test of time, we are New
Zealand’s Exchange

Resolutions

Resolution 1:
Auditor
30
That the Board be authorised to determine the
auditor’s fees and expenses for the 2022 financial
year.

Resolution 2: Election of
Peter Jessup
31
To elect Peter Jessup as a director of NZX Limited.
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. 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 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.

Resolution 3: Re-election
of James Miller
32
To re-elect James Miller as a director of NZX
Limited.
James was appointed as adirector in August 2010 and
has been NZX Chair since May 2015. He has deep
experience in the share broking industry, withmore than 14
years across Craigs Investment Partners, ABN AMRO,
Barclays de Zoete Wedd and ANZ Securities.
He is a qualified chartered accountant, aCertified
Securities Analyst Professional, and isa Fellow of both the
Institute of Chartered Accountants and the Institute of
Directors in NewZealand. James is a director of Mercury
NZ, Channel Infrastructure (previously NewZealand
Refining Company) and Vista Group.
He retired as deputy chair of ACC on 31December 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.

Resolution 4: Re-election
of Elaine Campbell
33
To re-elect Elaine Campbell as a director of NZX
Limited.
Elaine was appointed as a director in February 2019. She
has more than 20 years’ legal experience, primarily focusing
on financial and capital markets, IT and telecommunications
law.
Elaine is currently Chief Corporate Officer & General
Counsel of NZX-listed Chorus. During her time on the
executive team at NZX from 2002 to 2008, Elaine led the
legal workstream for the demutualisation and listing of NZX
and was responsible for the insourcing of regulatory
functions, along with chairing Smartshares.
Elaine spent five years at the Financial Markets Authority as
Director of Compliance before joining AMP as an executive
director and General Counsel. She has previously worked in
the UK and USA for multinational Sun Microsystems.

Resolution 5:
Director fees
34
To increase the NZX director fee pool by $87,000
to $522,000.

Voting

Questions

Thank you

---

NZX – Annual Shareholders’ Meeting
6 April 2022

[SLIDE: 2022 Annual Shareholders’ Meeting]

JAMES MILLER

[SLIDE: Welcome and strategic overview]

I am delighted to welcome you all here today to NZX’s 2022 Annual Shareholders’ Meeting –
for those attending either in-person or online. We are limited to 200 attendees in person
today due to Covid restrictions. Otherwise the meeting is being held as a normal hybrid ASM
in all other respects.
[SLIDE: New Auckland office and Board Introduction]

We are pleased to be holding the meeting today in our new Auckland office, which has
already been host to a number of market events. There have been previous attempts to get
a centre for New Zealand’s capital markets in our biggest city and we are delighted to have
finally delivered this vision. We hope it can become a hub for New Zealand’s capital markets
as part of our efforts to continue to enhance NZX’s presence. The new space also supports a
broader effort across the country to breathe life back into CBDs following COVID
restrictions.
[PAUSE – Office fit out video to play]
Welcome also to those of you online. Shareholders participating online will be able to ask
questions, and you can submit these at any time using the tab at the bottom of your screen.
I encourage shareholders who have questions relating to the business of the meeting, to
send their questions through as soon as possible.
Please note that only shareholders, proxy holders or shareholder company representatives
may vote.
For those of you in the room, our directors and management team always enjoy these
opportunities to chat with you, so please stay on after today’s meeting for refreshments.
Now to the introductions.
I am pleased to introduce to you the NZX Board... Elaine Campbell, Peter Jessup, Lindsay
Wright, Frank Aldridge, Nigel Babbage, Richard Bodman and Victoria Newman our Future
Director. I will explain our recent director changes shortly.
Also sitting with the Board – are our CEO Mark Peterson and Company Secretary Sara
Wheeler and we have most of the Senior Leadership Team in the audience here at the
meeting.

NZX's auditors, KPMG, are represented here today by Graeme Edwards and Brent Manning.
I am pleased to confirm that we have a quorum and therefore declare the 2022 Annual
Shareholders’ Meeting of NZX Limited open.
[SLIDE: NZX 2.0]

Four years ago, we set about transforming and re-engineering NZX for future growth. This
involved focusing back on our core markets business and a plan for significant changes
around regulation, pricing and market infrastructure, along with expanding our Smartshares
and Wealth Technologies businesses.
In addition to strengthening the exchange business, the company’s strategy is to grow an
NZX Group that is stronger and better positioned to deliver sustainable value to our
shareholders. We are describing this as NZX’s 2.0 strategy to develop a set of
complementary businesses which combine to drive growth for NZX and New Zealand’s
capital markets.
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 unlock growth. Smartshares provides alternate forms of 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 create economies of scale and help grow returns, while also
assisting in the evolution of the capital markets in New Zealand. After careful analysis and a
period of testing the viability of an evolved strategy, I’m excited to say that we have locked-
in what we are calling NZX 2.0 as a strategy for the best way to enhance the New Zealand
capital markets and continue to grow the value of NZX.
This has led to the acquisition of the ASB superannuation master trust, which has added to
the scale of NZX’s existing passive funds management business and which Mark will discuss
further in his presentation.
[SLIDE: Image of SGX]

When Mark and I took over the leadership of NZX we could both see significant potential for
NZX to engage and create commercial relationships with other stock exchanges so that NZX
could access the scale of larger markets. We were somewhat surprised to be so warmly
welcomed whether it was in Singapore, Hong Kong, Europe, or America. We knew our best
chance was dairy, as NZ is a dominate player in the physical traded dairy market and the
accompanying financial markets are just developing. We could see the potential opportunity
to create a Palm oil equivalent.

Long lasting relationships take time to develop. However, we were very proud to announce
the launch of the NZX-SGX Dairy Derivatives Strategic Partnership late last year. This
partnership brings together NZX’s core dairy expertise with SGX’s Asian presence and global
distribution capability and will accelerate the growth potential of the market.
We have also signed 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 sees an opportunity to evolve GDT to be a truly global trading facility, with the potential
to grow financial products to many multiples of the physical dairy market.
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.
[SLIDE: NZ ETS launch]

Another strategically important milestone was the launch of the managed auction service
for the New Zealand Emissions Trading Scheme (NZ ETS), on behalf of the Ministry for the
Environment. This was a partnership achieved 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.
The achievements in 2021 with EEX, SGX and Fonterra mark a step-change in our global
alliances.
[SLIDE: Technology focus]

Underpinning our business growth is the investment required to create an efficient, reliable,
and secure operations and technology platform.
The board has placed the highest priority in progressing the Financial Markets Authority
(FMA) action plan following the cyber-attacks experienced in 2021. We were pleased to
complete the action plan agreed with the FMA in December, and we will be looking closely
at any recommendations in this year’s Market Operator Obligations Review to embed any
further learnings.
This has involved significant investment and costs for both NZX and the industry. We
appreciate this expenditure has been a new burden for shareholders. However, it is critical
New Zealand has resilient financial infrastructure. Cyber is an ever-changing challenge which
all corporates are dealing with. 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.
These changes together with the appointment of Peter Jessup to the board, which I will
discuss shortly, also recognise the commitment the board places on ensuring NZX has
sufficient resources and capability to operate its licensed markets properly.
[SLIDE: Director changes]

We announced the resignation of John McMahon from our Board effective 31 December
2021. We were extremely disappointed to lose the services of a director of John’s calibre
but we understood that John needed to deal with some significant workloads on his other
boards, particularly needing to step into the role of managing director for a company
dealing with some urgent health matters. John has made a superb contribution to NZX
during his time on the Board – particularly in applying his strong skills in the area of
technology and bringing his extensive experience and connections across New Zealand and
Australia’s capital markets. I would like to thank John for his contribution.
We also announced the appointment of Peter Jessup as a director with effect from 1
January 2022. We were 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. Peter has more than 35 years’ financial
markets IT experience and is the preeminent global expert in relation to technology
requirements for regional stock exchanges.
The appointment of Peter 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 development 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.
[SLIDE: NZ RegCo]

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 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.
Our assessment after approximately 18 months of operating NZ RegCo as a separate
standalone entity, with the oversight of an independent board, is that this change has added
clarity, specialisation and transparency to the role of our regulatory function and has been
very well received by the New Zealand capital markets.
[SLIDE: The future]

NZX has made significant progress during Mark’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 has relocated to
Auckland to lead NZX from its new office, reflecting the importance of the significant
investment we have made in the capital markets centre.
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 ultimately take the business forward, and therefore although I
stand for re-election today, 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 is moving NZX from an isolated
exchange in the South Pacific to a company with genuine global aspirations.
As explained above, we have also evolved the strategy set in 2017 which we are describing
as NZX 2.0, which will provide a strong base for a new Chair.
As with everything, there is still lots to do. However, I’m pleased that the new Chair will
inherit a company with clear strategy, strong momentum and opportunities to grow the
business and the returns for shareholders over time.
The Chair role is extremely demanding, with a very heavy workload beyond a normal chair’s
role, given the added leadership responsibility within New Zealand’s broader capital
markets. It is a very important role for New Zealand’s capital markets, and I wish my
successor every success. 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.
[SLIDE: Director fees]

With my proposed retirement announced, and the chair succession process underway, it is
important NZX can attract the highest quality chair for the role. Therefore, while all
directors on the NZX board have a strong sense of duty, it is critical to attract the highest
quality of candidate and that we have a commitment to move the fees to a fair market level
over a reasonable period of time.

One of the resolutions today relates to a proposed increase to NZX’s director fee pool. The
fee pool of $435,000 was last independently benchmarked prior to NZX’s listing in 2003.
Fees paid to individual directors have remained static since.

The complexity of the business, together with technology requirements, and regulatory
obligations have increased immeasurably since the IPO in 2003.

The board engaged PWC to carry out independent market benchmarking for non-executive
director fees based on a group of 20 peer companies. The outcomes of this exercise are

summarised in an independent report published with NZX’s Notice of Meeting. PWC’s
report identified the following factors:
• The market median pool fee across the agreed comparator group of 20 NZX-listed
companies was $725,000. The NZX current pool fee at $435,000 is 60% of this sum.
• If current director fees had been adjusted for inflation from 2003 it would amount to
a fee pool of $562,835.
• NZX Board Chair and NED fees ($100,000 and $50,000 per annum respectively) each
currently trail the market median observation, at 67% and 59% respectively.
• All of the peer group 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.
To facilitate the chair succession process and attract and retain talent, it is essential that
NZX pays market rates for fees. The NZX board therefore proposes to increase the current
director fee pool to $522,000 (which would take it to 72% of the market median).
If approved, the Board would allocate the updated pool towards 7 non-executive directors,
with a Chair fee of $120,000 and a director fee of $60,000 from 1 July 2022. NZX will not pay
separate fees for non-executive director committee membership.
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. This policy will ensure alignment between directors and shareholder
interests as a core belief, and is all the more important given we operate the stock
exchange. This supports the existing policy for staff to receive $1,000 worth of NZX shares
on becoming employees of NZX. This policy for directors will be updated in time so that a
proportion of overall director fees are used to acquire NZX shares on an ongoing basis.
Noting that there is still some way to go for the fee pool to reach the market median, the
board also wishes to signal its intention to return to shareholders over the following two
years (2023 and 2024) to achieve market median rates, provided company performance and
shareholder returns support such increases. The Board considers this an important step to
support a successful Chair succession process.
While I have received various views on the implementation of the fee increase, all have
been supportive of the direction of travel. I ask for your support for this resolution today.
[SLIDE: Outlook for 2022]

Normally at the ASM we like to consider tightening the bottom of the earnings guidance
range reflecting the first quarter results. However, this year we believe there is reason to be
conservative due to geopolitical issues, rising inflation, and rising yield curves, and a switch
from growth to value causing markets to pause as they assess new information.

Therefore, the NZX Board is leaving the full year 2022 operating earnings announced with
release of our 2021 full year results unchanged within the range of $33.5 million to $38.0
million.
This guidance is subject to the caveats and assumptions outlined on the presentation slide
and within NZX’s 2021 Results Investor Presentation.
CONCLUSION
In concluding my speech, I would like to acknowledge 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 and their families– 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 on individuals and families we have
collectively responded to in an incredibly positive manner.
I’d personally like to thank our shareholders for your continuing support during my time as
Chair of NZX.
I’ll now hand over to our CEO, Mark.
Mark Peterson

[SLIDE: Report on financial and business performance]
Kia ora koutou katoa.
Good morning, ladies and gentlemen and thank you for joining us.
My name is Mark Peterson, and I am Chief Executive of NZX.
It is very special to be addressing you in our new office – which we are thinking of as the
Capital Markets Centre, and I welcome all shareholders with us today and those attending
online.
NZX at its core is a meeting point for buyers and sellers, and it’s extremely fitting to have
this reflected in our new Auckland office. We hope this can be a place for the capital
markets sector to call their own.
We look forward to the opportunity to host listing events – which we were able to do at the
end of last year with Winton Land Company, host investor presentations, and to welcome
community groups and school tours to come and learn more about the exchange and the
role it plays in the New Zealand economy.
2021 has been another significant year of progress for the NZX Group across all key areas -
Capital Markets, Smartshares, Wealth Technologies and our operations and technology
platforms
I could not be prouder of the entire team at NZX, for what has been achieved over the year
in very trying conditions.

But before I talk to our performance, can I make a couple of comments on a few of the
team.
• First, I want to take a moment to acknowledge someone who has been heavily
involved in our efforts and progress for more than eight years, Hamish Macdonald.
As he relocates to Australia with his family, I want to sincerely thank Hamish for his
part in our success – through his contribution to our Leadership Team and in his
support to the Board, and in his leadership more broadly.
• Second, Sara Wheeler, who James introduced, has replaced Hamish as General
Counsel and Company Secretary. Sara is a highly experienced corporate and
commercial lawyer who brings over 20 years’ legal experience working in New
Zealand, Sydney, and London.
• I also want to acknowledge several adjustments to the Senior Leadership Team
which were made last year to better position the business in delivering on its
strategic ambitions.
• Kristin Brandon, who previously reported to Hamish, continues in her role as Head of
Policy & Regulatory Affairs reporting directly to me. Kristin has extensive knowledge
of NZX, a deep background in regulatory policy, and is responsible for leading the
development of NZX’s market rules and managing our regulatory relationships. She
has played an instrumental role in the execution of the Financial Markets Authority’s
(FMA) action plan following the cyber-attacks experienced in 2021 and will continue
to work closely alongside the FMA as our main point of contact for NZX.
• We’re also looking forward to welcoming Felicity Gibson back from parental leave as
she moves into the role of General Manager, Market Operations. Felicity has been
with us since 2014 and will lead the capital and energy markets’ clearing businesses.
A special congratulations to Felicity for recently being voted as one of the World
Federation of Exchanges’ Women Leaders of 2022. A well-deserved accolade!
• Finally, I want to acknowledge Roger Bayly who has been covering Felicity’s role
while she has been on leave. Roger brings over 30 years’ experience to NZX in
managing operations, risk and technology teams in the finance sector, and he has
done an exceptional job during his time as General Manager, Market Operations.
We’re pleased to announce that Roger will be continuing with us as our Head of
Energy IT once Felicity returns.
[SLIDE: Delivering on a growth strategy]
Reshaping our exchange to better harness its growth potential has been the board and
management’s strategic priority since in 2017. At our Annual Shareholders’ Meeting last
year, I reiterated our plan to grow the NZX Group into a more integrated financial markets
infrastructure and services business through NZX 2.0. At the heart of the NZX 2.0 strategy, is
a focus on creating value through a set of complementary businesses which combine to
drive growth for NZX and New Zealand’s capital markets. Creating scale in each is the key to
unlocking their embedded value. Partnering with others to create scale has been a focus for
NZX, and we are pleased to have made further gains in this area.

Growing markets is fundamental to what we do – helping businesses get access to capital
and providing investors opportunities to grow their wealth via investing in equity, debt or
fund securities.
Dairy has always been viewed as a growth opportunity. Our recent proposal to purchase a
33% cornerstone stake in Global Dairy Trade (GDT), alongside Fonterra and the European
Energy Exchange (EEX), gives us greater input into the strategy and direction of the physical
auctioning component of a fully functioning dairy market. Combined with our partnership
with SGX to grow the dairy derivatives business, our dairy business is now much better
positioned to reach its growth potential.
We continue to build scale in our Smartshares and Wealth Technology businesses. The
acquisition of management rights for the ASB Superannuation Master Trust by Smartshares,
completed earlier this year, wining KiwiSaver Default status, and the three additional high-
quality clients that transitioned onto our Wealth Technologies platform are examples of our
ambitions coming to life.
NZX’s recent $44 million capital raise supports both areas of our growth strategy, with
proceeds being used to fund the ASB Superannuation Master Trust acquisition and our
cornerstone stake in GDT, alongside other supporting future growth opportunities.
Lastly, it is about ensuring we have quality operating infrastructure. We have made a step-
change in investment to lift the performance, resilience and security of our technology
platforms. This will continue in 2022.
[SLIDE: Performance and Results]
2021 continued the momentum 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. On a like-for-like basis, operating earnings
were up 4% to $35.8 million, which is slightly ahead of our 2021 guidance range. If
acquisition costs were included our operating earnings totalled $34.4 million.
• Group revenues increased 12% to nearly $88 million for the full year.
• In our investor pack, we explain the changes to our cost base, which were grouped
into 3 buckets – cost increases linked to growth initiatives (approx. $4 million), costs
associated with investment in Technology and Resilience (approx. $2 million), and
cost changes associated with inflation and labour market challenges (approx. $2.4
million)
• Operating margin excluding acquisition costs at 40.7% was lower, due to investments
in growth, including bringing forward increased spend in people and technology
costs to ensure the resilience of our infrastructure and support expansion.
• Lower interest rates impacted interest income on operational cash balances, NZX
clearing risk capital, and regulatory working capital.

• Amortisation was also higher due to capitalised costs in late 2020, relating to the
spend associated migrating new clients onto NZX Wealth Technologies’ platform,
and the implementation of a new trading system.
• Net profit after tax for the year (NPAT) was $15.0 million, compared with $17.6
million the previous year.
• Capital expenditure continues to focus on investing in IT capacity, resilience, and
security, alongside growth opportunities in Smartshares and NZX Wealth
Technologies, and creating the Capital Markets Centre here in Auckland.
Alongside our financial performance, it’s pleasing to also report the following positive
results:
• $19.8 billion capital listed and raised, the highest it’s been since 2016.
• Total value traded of $52.4 billion remained historically high, but slightly down by
2.4% from last year’s record off the back of the 2020 COVID lockdown.
• Our Data & Insights business 8.1% increase in revenue - reaching $17.5 million,
largely reflected the lift in royalties from professional terminal use.
• Smartshares has continued strong growth with Funds Under Management up 28% to
$6.54 billion as at 31 December.
• And our NZX Wealth Technologies business recorded significant new client business
which successfully transitioned onto the platform in 2021 taking the Funds Under
Administration from $7.2 billion to $11 billion at year end.
FY2021 has been challenging 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.
[SLIDE: Focus on our Capital Listed and Raised video reel]
While geo-politics and global economic influences, notably, rising inflation, continue to
impact market conditions, there is still a real sense of positivity towards listing, as
companies seek new capital to support their business goals and ambitions. It's been great to
kick start the year with the listings of the Booster Innovation Fund and SBS Bank.
Last year, we were pleased to welcome nine new companies to the NZX equity markets,
slightly higher than the eight listings in 2020.
We are encouraged to see different pathways being used to list, with the My Food Bag IPO
in the first half of last year, alongside direct listings from NZ Automotive Investments and
Third Age Health, and the foreign exempt dual listing of DGL Group.
Last year we also saw the sizeable Ventia Services Group foreign exempt listing, alongside
Vulcan. The direct listings of Greenfern Industries and TradeWindow, and the Winton Land
IPO closed out the year.

There are many paths to raising capital and we believe we’ve had another solid year for new
listings and capital raisings, as our listed issuers source equity and debt funding when
needed.
The quality of our prospect pipeline is the result of a concerted focus and the efforts of our
Capital Markets Origination team, combined with strategic changes we have made to
reduce complexity and costs, while promoting the full breadth of pathways to listing.
Our debt markets have also performed strongly with 21 new debt issues over 2021 and one
existing issuer joining the debt market for the first time. We have also observed a notable
increase in the issuance of listed sustainability related financial products – including
wellbeing bonds and green bonds, which totalled $9.78 billion at year end, up from $8.6
billion in 2020, representing 21% of the NZX Debt Market.
[SLIDE: Market Development]
Our original objective five years ago was to grow liquidity by putting in place the right
market settings to open greater access, attract greater participation and a broader range of
investors, as well as lift on-market activity. We are continuing to see evidence that our
strategy is working.
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 aim to take this
higher, and we believe we will reach 70-80% over the next five years. This will be possible
as a result of the functionality in the new trading system, implemented in August, which has
given us the ability to launch our mid-point order book trading venue.
We have also seen a deeper level of activity and interest from local and offshore
institutional investors. Greater demand for NZX data – from a range of jurisdictions
including US, Australia, Hong Kong, and Singapore – drove an 11% increase in professional
terminal subscriptions, now at record levels.
With a lift in royalties from professional terminal use, we have completed a project to
provide enhanced connectivity with our participants via dedicated high-speed links that will
improve the service we offer.
These positive trends across capital listed and raised, secondary trading activity and data
usage show how a healthy listed market can deliver reliable, liquid, and open access to
opportunities in New Zealand for all investors, so that everyone can support and benefit
from the success of Kiwi companies.
We are also really looking forward to BNP Paribas joining as a General Clearing Participant in
2022 as they strengthen their commitment to helping grow New Zealand’s capital markets.
[SLIDE: Smartshares]

Smartshares continues to make very good progress. Funds Under Management was up 28%
to $6.5 billion. This growth was underpinned by net cash inflows of more than $1 billion.
Operating earnings excluding acquisition costs lifted 64% to $9.2 million.
In addition, the acquisition of the management rights of the ASB Superannuation Master
Trust 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.
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.
The KiwiSaver default transition occurred through December 2021, which resulted in $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.
As I commented earlier, we remain confident about the growth prospects of the
Smartshares business, and the related benefits it provides across the NZX Group and we
remain ambitious for this business in particular.
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.
[SLIDE: NZX Wealth Technologies]
NZX Wealth Technologies also had a very strong year, welcoming three high quality clients
transitioning onto the platform. This took Funds Under Administration to $11 billion at year
end. New client business has lifted revenues for the business and resulted in operating
earnings being positive for the year. As at 31 December, NZX Wealth Technologies manage
32,095 investor portfolios, and it’s pleasing to note we continue to get positive feedback
from our clients about 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 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
make additional investments to support these growth opportunities and we expect, given

NZX Wealth Technologies is engaged with several new prospects for project activity,
continued growth in 2022 and a cash flow positive business with the next three years.
[SLIDE: A spotlight on Dairy Derivatives]
Through 2021 we advanced several unique opportunities to grow our business, through
strategic partnerships.
To effectively support global trade, we believe a fully functioning dairy market must have
three fundamental components:
• A price discovery platform for physical product that sets global prices for dairy
commodities.
• A well-functioning derivatives market where users can effectively manage their risk
positions and,
• Both elements are complemented by quality data and insights 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. It has been the fastest growing dairy
derivatives market globally through this period.
Our recently launched partnership with SGX accelerates 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 pleased to be progressing the final core component to assist in delivering our dairy
ambition with the proposal to purchase a 33% cornerstone stake in Global Dairy Trade (GDT)
alongside Fonterra and the European Energy Exchange (EEX), as mentioned earlier.
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, and
giving it a presence in prominent international dairy producing regions, fuelling 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 the development of GDT for new price points in the physical
market would enable the creation of new financial markets contracts, providing new tools
and opportunities for dairy processors and end-users to manage price volatility.
[SLIDE: Tech and Risk Management]

Technology remains a key priority for NZX, and we have lifted our focus materially on the
capacity, reliability and security of our platforms. Additional resource and a wider range of
skill sets have been added to technology teams.
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 by stakeholders across the
ecosystem supply chain.
With this new trading system now live, enhancements will assist us in anticipating the needs
of participants in New Zealand’s capital markets.
[Slide: Commitment to sustainability]
James talked earlier about our strategic partnership with the European Energy Exchange
(EEX) and how we took our first step into carbon markets by implementing the managed
auction service for the New Zealand Emissions Trading Scheme (NZ ETS). Since then, we
have successfully run a total of five 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 EEX. NZX-
EEX as auction operator cleared total transaction value of $1.325 billion by year-end. The
rising New Zealand Unit (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. We do see the development of exchange traded
secondary and derivatives markets as a logical next step.
We also understand the importance of our own environmental performance and areas
where we can improve. We took an important step forward this year, engaging Toitū
Envirocare to independently verify and report NZX emissions from 2022, along with a
commitment to a Carbon Zero programme. Verified environmental disclosures will be
released in Q2 2022 so that investors and stakeholders have a better view of our ESG
performance.
We have also 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.
[SLIDE: Tribute to teamwork]
2021 has been a year of delivery in every part of our business.
The team at NZX has risen to the challenge in trying conditions. I would also like to
acknowledge the efforts of the teams at our participant firms, corporate advisory firms, law
firms, the investing community and many other organisations in New Zealand’s capital

market eco-system. It’s the entire community that creates the growth and all have crucial
roles to play.
The role of capital, and a trading platform like the exchange, is central in the story of New
Zealand’s economic development. It’s a story of helping people grow their wealth to achieve
their dreams. Those dreams may be a safe and happy retirement, or they could be to have
your business grow to compete on the world stage.
We have stood the test of time, we are New Zealand’s Exchange, and when we grow the
country grows. 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.
Before I hand back to James, I want to thank you, our shareholders for your continued
support and confidence in NZX.
Thank you.
JAMES MILLER
[SLIDE: Resolutions]
Thanks Mark.
We now move on to the formal business of the day.
All items of business are ordinary resolutions and are required to be passed by a simple
majority – being more than 50% – of the eligible votes cast.

The resolutions that we will be voting on today are as follows:

Resolution 1: Auditor’s fees
Resolution 2: Election of Peter Jessup as a director of NZX
Resolution 3: Re-election of myself, James Miller as a director of NZX
Resolution 4: Re-election of Elaine Campbell as a director of NZX
Resolution 5: Approval of an updated director fee pool

As stated in the Voting/Proxy Form, all voting at today’s meeting will be by way of poll and,
accordingly, in my capacity as Chair I require that a poll be held for each of the resolutions.
Shareholders attending in person, please mark your voting card by ticking “FOR”, “AGAINST”
or “ABSTAIN” beside the corresponding resolution and hand your voting card back to Link,
who you registered with on entry.
Shareholders on Link’s virtual meeting platform will be able to cast their vote using the
electronic voting card received when online registration is validated – voting will be open
until the close of the meeting. Please refer to the virtual meeting portal guide or use the
helpline 0800 200 220.
To vote, you will need to click “Get Voting Card” within the online meeting platform.

You will be asked to enter your Shareholder or Proxy Number to validate. Please then mark
your voting card in the way you wish to vote by clicking “FOR”, “AGAINST” or "ABSTAIN" on
the voting card.
Once you have made your selection please click “Submit Vote” on the bottom of the card to
lodge your vote. Voting will remain open until five minutes after the conclusion of the
meeting.
Proxy appointments have been received for the purpose of this meeting in respect of
approximately 122,900,000 [one hundred and twenty-two million, nine hundred thousand]
ordinary shares. As was indicated on the proxy form, where proxy discretion has been given,
I as Chairman, and the other Directors, intend to vote those proxies we have received in in
favour of resolutions 1 to 4 and will abstain from voting on resolution 5. As requested by
the New Zealand Shareholders Association, we will not disclose the voting of proxies
received for each resolution before shareholders vote.
The results of the vote will be announced via a market announcement on nzx.com.
I will now introduce each of the resolutions in turn for discussion.
[SLIDE: Resolution 1 – Auditor]
Resolution one relates to the Board being authorised to fix the fees and expenses of KPMG
as the company’s auditor for the 2022 financial year. KPMG is the current auditor of NZX.
The Board unanimously recommends shareholders vote in favour of this resolution.
I move, as an ordinary resolution, that the Board be authorised to determine the auditor’s
fees and expenses for the 2022 financial year.
Are there any questions from the floor on this resolution?
Are there any questions from shareholders online?
[IF NO QUESTIONS] – There are no questions on this matter from shareholders joining
online.
There appears to be no [further] discussion. I will therefore move to resolution two.
[SLIDE: Resolution 2 – Election of Peter Jessup]
Resolution two relates to the election of Peter Jessup.
Peter Jessup was appointed a director of NZX with effect from 1 January 2022. Peter retires
in accordance with the Listing Rules and NZX’s constitution, and offers himself for election.
The Board recommends Peter Jessup as a director of NZX and unanimously supports his
election.
I invite Peter to address the meeting on his proposed election.
[Pause - Peter addresses meeting]

Thank you Peter.
I move, as an ordinary resolution, that Peter Jessup be elected as a director of NZX Limited.
Are there any questions on this resolution?
[IF NO QUESTIONS] – There are no questions on this matter from shareholders joining
online.
There appears to be no [further] discussion.
[SLIDE: Resolution 3 – Re-election of James Miller]
Resolution three relates to the re-election of myself as a director. I will hand to Elaine
Campbell to Chair this part of the meeting.
ELAINE CAMPBELL
James was appointed as a director in August 2010 and has been NZX Chair since May 2015.
James retires by rotation in accordance with Listing Rules, and offers himself for re-election.
The Board recommends James Miller to you as a director of NZX and unanimously supports
his re-election.
Being eligible, James has confirmed he is available for re-election. I invite James to address
this meeting on his proposed re-election.
[Pause - James addresses meeting]
Thank you, James.
I move, as an ordinary resolution, that James Miller be re-elected as a director. Are there
any questions from the floor on this resolution?
Are there any questions from shareholders online?
[IF NO QUESTIONS] – There are no questions on this matter from shareholders joining
online.
There appears to be no [further] discussion. I will now hand the chair back to James.
[Elaine to remain standing beside James while resolution 4 is being read]
JAMES MILLER
[SLIDE: Resolution 4 – Re-election of Elaine Campbell]
Resolution four relates to the re-election of Elaine Campbell.
Elaine was appointed as a director in February 2019. Elaine retires by rotation in accordance
with Listing Rules, and offers herself for re-election.
The Board recommends Elaine Campbell to you as a director of NZX and unanimously
supports her re-election.

Being eligible, Elaine has confirmed she is available for re-election. I invite Elaine to address
this meeting on her proposed re-election.
[Pause - Elaine addresses meeting]
Thank you, Elaine.
I move, as an ordinary resolution, that Elaine Campbell be re-elected as a director. Are there
any questions from the floor on this resolution?
Are there any questions from shareholders online?
[IF NO QUESTIONS] – There are no questions on this matter from shareholders joining
online.
There appears to be no [further] discussion. I will therefore move to resolution five.
[SLIDE: Resolution 5 – Director fees]
Resolution five seeks approval for the total annual remuneration payable to all directors to
be increased by $87,000 from $435,000 to $522,000 with effect from 1 July 2022.
As noted earlier in my presentation, the current NZX director fee pool was approved in
2012, although it has not been substantively reviewed or benchmarked since NZX listed in
2003. It is important that NZX pays market rates in order to attract and retain quality
directors. NZX has therefore engaged PWC to conduct independent market benchmarking
and the results of this process are outlined in a summary report available on NZX.com
[here].
Paying market fees is especially important in the context of the Chair succession process
now underway. As noted, if the resolution is supported today, and subject to ongoing
company performance, the Board would also like to signal its intention to seek further
increases of the fee pool to achieve market rates.
I move, as an ordinary resolution, that the total annual remuneration payable to all directors
to be increased by $87,000 from $435,000 to $522,000 with effect from 1 July 2022.
Are there any questions from the floor on this resolution?
Are there any questions from shareholders online?
[IF NO QUESTIONS] – There are no questions on this matter from shareholders joining
online.
There appears to be no [further] discussion.
[SLIDE: Voting]
We will now turn to voting, for any shareholders who have not already cast a postal or proxy
vote.

Shareholders should now submit their votes – select “for”, “against” or “abstain”, alongside
each resolution. Voting will be open until the close of the meeting.
Once all the votes have been cast, they will be counted by the Company’s share registrar,
Link Market Services, and scrutinised by the company’s auditor KPMG, who are in
attendance at this meeting.
The results of today’s meeting will be released to the market on the completion of
verification of voting.
[SLIDE: Questions]
At this point we will open up to any questions from shareholders in attendance and online
in relation to general business.
Please complete your voting while we take questions.
Are there any items of general business from the floor to be discussed?
QUESTIONS FROM SHAREHOLDERS
Are there any items of general business from shareholders online to be discussed?
QUESTIONS FROM SHAREHOLDERS
[IF NO QUESTIONS] – There are no questions from shareholders joining online.
There appears to be no further business for discussion.
Ladies and gentlemen, that brings us to the end of formal business for NZX’s 2022 Annual
Shareholders’ Meeting.
That brings this meeting to a close.
[SLIDE: Thank you]
Thank you.