NZX Annual Meeting 2023

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/NZX23 on Wednesday, 19 April 2023 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, 19 April 2023
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.
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 2022, 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
2023 financial year;
2. That Rachel Walsh (appointed by the Board as a director with effect from
12 October 2022), who retires and is eligible for election, be elected as a director
of NZX Limited;
3. That Dame Paula Rebstock (appointed by the Board as a director with effect from
1 February 2023), who retires and is eligible for election, be elected as a director of
NZX Limited;
4. That Frank Aldridge, 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 of NZX Limited be
increased by $42,000, from $522,000 to $564,000 with effect from 1 July 2023.
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 2023
Explanatory Notes
All resolutions to be put to the meeting are discussed in the following
Explanatory Notes.

All of the resolutions 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 17 June 2022.
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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 its shareholders resolve to appoint a replacement auditor,
or there is another reason for the auditor not to be re-appointed.
Further, section 207S of the Act provides that an 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 NZX Board is
authorised to fix the fees and expenses of KPMG for the 2023
financial year.
The NZX Board unanimously supports resolution 1 and recommends
that you vote in favour of it at the meeting.
Election of Directors
Resolutions 2 to 3 relate to the election of Rachel Walsh and Dame
Paula Rebstock, who were appointed by the Board during the year as
Directors of NZX.
Pursuant to clause 26.2 of the Constitution and Listing Rule 2.7.1, 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.
Resolution 2:
Election of Rachel Walsh as a Director of NZX
Rachel Walsh retires in
accordance with clause
26.2 of the Constitution
and Listing Rule 2.7.1,
and offers herself for
election.
Rachel was appointed
as an independent
director in October
2022. She is a senior
financial executive and
a Fellow of CAANZ.
She is the Chief
Financial Officer of
Datacom Group and a
member of the External
Reporting Advisory
Panel (XRAP). Rachel
was previously CFO
at listed healthcare
company Abano
Healthcare Group. She has worked at Rank Group Limited where she
was involved in private equity acquisitions and divestments, debt
raising in the US markets and financial reporting in the US market
and under International Financial Reporting Standards. Ms Walsh has
also worked at PricewaterhouseCoopers as a Director in Audit. She
is a member of the NZX Audit and Risk, Clearing and Technology
committees.
The NZX Board has determined that, in its view, Rachel Walsh is an
Independent Director (as defined in the Listing Rules).
The NZX Board unanimously supports resolution 2 and recommends
that you vote in favour of it at the meeting.
Resolution 3:
Election of Dame Paula Rebstock as a Director
of NZX
Dame Paula Rebstock retires in accordance with clause 26.2 of the
Constitution and Listing Rule 2.7.1, and offers herself for election.
Dame Paula was appointed as an independent director in February
2023. She is a leading Auckland-based economist and company
director, who was made a Dame Companion of the New Zealand
Order of Merit in 2015 for services to the State. Dame Paula has
extensive professional experience in corporate and public services
governance. She is Deputy Chair of NZX-listed Vector, and also
serves on unlisted entities including as Chair of Kiwi Group Holdings
and Asia Pacific Healthcare Group and as a director of AIA Sovereign
Insurance New Zealand, Auckland One Rail, and Sealink New
Zealand among others. Dame Paula is a former Chair of the New
Zealand Commerce Commission, and the Accident Compensation
Corporation (ACC); was a Deputy Chair of KiwiRail, and a Director
of Auckland Transport. She is a member of the NZX Clearing,
Nomination and Human Resources and Remuneration committees.
The NZX Board has determined that, in its view, Dame Paula
Rebstock, is an Independent Director (as defined in the Listing Rules).
The NZX Board unanimously supports resolution 3 and recommends
that you vote in favour of it at the meeting.

NZX Annual Shareholders’ Meeting 2023
3
Resolution 4:
Re-election of Frank Aldridge 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.
Frank Aldridge retires in accordance with Listing Rule 2.7.1, and
offers himself for re-election.
Frank was appointed as a director in May 2017. He was last
presented for re-election in 2020. He currently sits on the NZX
Nomination Committee, Audit & Risk Committee and is Chair of the
Human Resources and Remuneration Committee.
Frank has an extensive understanding of New Zealand’s capital
markets having spent more than two decades working for 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. In addition during this
period, he was also Chair of Australian-based Wilsons Advisory and
Stockbroking, former member and Chair of New Zealand Securities
Association, and sat on several of Craigs Investment Partners’
subsidiary Boards. Frank is an accredited NZX Adviser, Financial
Adviser (FA), and a Chartered Member of the Institute of Directors.
Frank currently is a Director of Avion Private advising corporates,
trusts and individuals.
The NZX Board has determined that, in its view, Frank Aldridge is an
Independent Director (as defined in the Listing Rules).
The NZX 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 NZX’s Constitution require the remuneration
of the directors to be approved by Ordinary Resolution of
shareholders. 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 NZX. If the sum approved is an
aggregate amount, that sum may be divided amongst the directors
as the NZX Board deems appropriate.
The current fee pool of $522,000 was increased from $435,000
with the approval of 98.94% of shareholders in 2022 as a result of
independent market benchmarking for non-executive director fees
undertaken by PWC in 2021 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. Further
detail on the key factors in the report were included in NZX’s notice
of annual meeting 2022 that can be found
here.
At the time of this approval being sought, NZX signalled its intention
to return to its shareholders over the following 2 years (2023 and
2024) to seek further adjustments to bring NZX director fees in line
with the market median.
To attract and retain talent for the NZX Board and ensure strong
governance of New Zealand’s stock exchange, it is essential
that NZX pays market rates for fees. Based on the independent
benchmarking information undertaken in 2021, and subject
to shareholder approval, but also being mindful of the current
operating environment, the NZX Board proposes to increase the
current fee pool to $564,000 (an increase of $42,000 or ~8%). This is
approximately half of the fee increase originally envisaged.
Noting that there is still some way to go for the fee pool to reach the
market median, NZX also wishes to signal its intention to return to its
Shareholders in 2024 to seek further adjustments.
It remains the policy for at least 50% of the increase from each of
the FY2022 director’s fees to be applied towards acquisition of NZX
shares each year, subject to legal requirements. Accordingly, 50% of
any increase this year will be paid in shares.
Note that fees paid to directors of NZX’s subsidiary NZX Regulation
Limited (NZ 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 (at page 119) 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. Elaine
Campbell is the sole common director of NZ RegCo and of NZX and
is paid direct fees solely by NZX, including a $20,000 component for
her role on the board of NZ RegCo.
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 below for further details.

NZX Annual Shareholders’ Meeting 2023
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 17 April 2023.
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 they see 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 17 April 2023. 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/
NZX23
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 NZX.
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. The Company may not address questions that
were not received by 10:00am on Monday 17 April 2023 (noting
that the questions may be raised by a shareholder 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 2023
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
2023 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/NZX23, on Wednesday,
19 April 2023, 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 form, 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, 17 April 2023.
Proxies need to be lodged as per the instructions on this form.
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.
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 the proxy form 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 17 April 2023. 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 2023 financial year.
2. That Rachel Walsh (appointed by the Board as a director
with effect from 12 October 2022), who retires and is eligible
for election, be elected as a director of NZX Limited.
3. That Dame Paula Rebstock (appointed by the Board as a
director with effect from 1 February 2023), who retires and is
eligible for election, be elected as a director of NZX Limited.
4. That Frank Aldridge, 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 $42,000 from $522,000 to $564,000 with effect
from 1 July 2023.
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 2023
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 19 April 2023, 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

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NZX announcement – addendum to 2022 Annual Report

NZX provides the following addendum to the NZX Annual Report for the year ended 31 December
2022.

The addendum includes disclosure of the waiver that NZX received from the Special Division of the
NZ Markets Disciplinary Tribunal and relied on during the 2022 financial year, in respect of Listing
Rule 2.11 as it concerns the directors fees for the independent directors of NZ RegCo.

The addendum is to the matters on page 124 of the Annual Report under the heading "Waivers from
listing rules and independent director certificates."

Waiver from listing rules for NZ RegCo director fees

On 15 December 2021, NZX received a waiver from the Special Division of the NZ Markets
Disciplinary Tribunal in respect of Listing Rule 2.11 as it concerns the directors fees for the
independent directors of NZ RegCo. The waiver effectively provides that, subject to its conditions, the
independent directors of NZ RegCo are not within the scope of Listing Rule 2.11, which would
otherwise require their director fees to be paid from the NZX shareholder approved NZX director fee
pool (as adjusted for the number of directors overall) and require shareholder approval from NZX's
shareholders for any increase in their remuneration.
The waiver was sought to increase the separation between NZX’s commercial and regulatory arms
and support the independence of NZ RegCo and its board, recognising NZ RegCo’s unique regulatory
function. Going forward, and as a condition of the waiver, the remuneration for the independent
directors of NZ RegCo will be set based on remuneration benchmarking advice and subject to
approval of the NZ RegCo board in accordance with the Companies Act procedures and also the NZX
board (not to be unreasonably withheld). The remuneration of the directors of NZX (including of any
NZX directors who are also directors of NZ RegCo) remains subject to NZX shareholder approval in
the usual way under Listing Rule 2.11. All remuneration of directors of companies in the NZX group
will continue to be disclosed in the annual report of NZX, as is required by the Companies Act. This
waiver will also be referred to in notices of meeting and annual reports going forward, where relevant
in the context of director remuneration matters.
A copy of the waiver decision was released to the market on 22 December 2021. This waiver was
relied upon by NZX during the 2022 financial year.