NZX Subordinated Notes – Election Process Invitation

NZX Limited
Level 1, NZX Centre
11 Cable Street
PO Box 2959
Wellington 6140
New Zealand
Tel +64 4 472 7599

www.nzx.com

3456-3515-3442

www.nzx.com 1 of 3
8 May 2023

NZX Subordinated Notes – Election Process Invitation

NZX Limited ("NZX") has decided to run an election process for its unsecured, subordinated
notes ("Subordinated Notes") (NZX010) prior to the first election date (Tuesday, 20 June 2023)
("Election Date").

Election Process Invitation

NZX advises that today it will send an election process invitation (“Election Process
Invitation”) and covering letter to the registered email or postal address of each Eligible Holder
of Subordinated Notes. Eligible Holders are holders of Subordinated Notes who were recorded
on the Subordinated Notes register at the close of business on Thursday, 4 May 2023 as having
a New Zealand address. Copies of the Election Process Invitation and covering letter are
attached to this announcement. Eligible Holders are encouraged to complete their election
online at https://nzx.linkinvestorservices.co.nz/forms/offer.

From the Election Date, the Subordinated Notes will continue on the same terms and
conditions, except the interest rate will change as described below.

The election options available to Eligible Holders are to:

 retain all of their Subordinated Notes, subject to the new conditions; or

 retain some of their Subordinated Notes, subject to the new conditions, and redeem the
remainder of their Subordinated Notes on the Election Date; or

 redeem all of their Subordinated Notes on the Election Date.

NZX may purchase or redeem the Subordinated Notes of Eligible Holders who elect to redeem
their Subordinated Notes under the election process. If NZX purchases Subordinated Notes, it
may offer them for sale.

Interest rate

The interest rate for the Subordinated Notes will change from the Election Date. The interest
rate for the Subordinated Notes for the period from (and including) the Election Date to (but
excluding) the next election date of 20 June 2028, will be equal to the higher of:

 6.50% per annum; and

 the sum of 2.25% per annum plus the mid-market interest swap rate for a 5 year term
starting on the Election Date (adjusted to a quarterly basis as necessary), as calculated
by NZX in conjunction with the Joint Lead Managers (according to market convention)
on 13 June 2023.

Making of election

Eligible Holders must make their election in accordance with the instructions contained in the
Election Process Invitation. Completed elections must be submitted online or received by Link
Market Services Limited ("Link"), in each case no later than 5pm on Monday, 29 May 2023. If
an Eligible Holder's completed election is not submitted online or received by Link, in each case
by 5pm on Monday 29 May 2023, the Eligible Holder will be deemed to have elected to retain all
of their Subordinated Notes, subject to the new conditions.

If an Eligible Holder's election would result in the Eligible Holder holding Subordinated Notes
with a principal amount of less than $5,000 or not in multiples of $1,000, the Eligible Holder will
be deemed to have elected to retain such number of their Subordinated Notes (which NZX may
determine in its discretion) that would result in the Holder holding Subordinated Notes with a
principal amount of not less than $5,000 and in multiples of $1,000.

Holders of Subordinated Notes who are not Eligible Holders ("Ineligible Holders") are not able
to participate in the Election Process. Subordinated Notes held by Ineligible Holders will be
redeemed or purchased by NZX (at its option) on the Election Date.

Trading halt
Trading in the Subordinated Notes (NZX010) was suspended at the close of business on
Tuesday, 2 May 2023. Trading in the Subordinated Notes (under new ticker NZX020) is
expected to resume on Wednesday, 21 June 2023, being the trading day immediately following
the Election Date.
Interest payment
Registered Holders of Subordinated Notes at the close of business on Tuesday, 2 May 2023 will
be entitled to receive all accrued but unpaid interest up to (but excluding) the Election Date.


Joint Lead Managers

Commonwealth Bank of Australia

0800 272 266

Forsyth Barr Limited


0800 367 227
Jarden Securities Limited

0800 005 678

ENDS

For further information, please contact:

Media and Investors – Simon Beattie – 021 702 694

About NZX

For more than 150 years we have been committed to connecting people, businesses and
capital. Our vision is to be a trusted New Zealand business delivering sustainable wealth, value
and opportunities for all.

NZX operates New Zealand’s equity, debt, funds, derivatives and energy markets. To support
growth of our markets, we provide trading, clearing, settlement, depository and data services for
our customers. We also own Smartshares, New Zealand’s only issuer of listed Exchange
Traded Funds (ETFs), and KiwiSaver provider SuperLife. NZX Wealth Technologies is a 100%-
owned subsidiary delivering rich online platform functionality to enable New Zealand investment
advisers and providers to efficiently manage, trade and administer their clients’ assets. Learn
more about us at: www.nzx.com

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3447-7465-7570 8


NZX SUBORDINATED NOTES (NZX010) ELECTION PROCESS – ELECTION PROCESS INVITATION
THIS IS AN IMPORTANT DOCUMENT. PLEASE COMPLETE YOUR HOLDER RESPONSE ONLINE
AT HTTPS://NZX.LINKINVESTORSERVICES.CO.NZ/FORMS/OFFER OR RETURN YOUR
COMPLETED HOLDER RESPONSE BY EMAIL OR POST SO THAT IT IS RECEIVED NO LATER
THAN 5.00PM ON MONDAY 29 MAY 2023. WE ENCOURAGE YOU TO COMPLETE YOUR HOLDER
RESPONSE ONLINE AT HTTPS://NZX.LINKINVESTORSERVICES.CO.NZ/FORMS/OFFER TO AVOID
ANY DELAYS.
This is an Election Process Invitation. It relates to your unsecured, subordinated notes ("Subordinated Notes")
issued by NZX Limited ("NZX") under a trust deed dated 15 May 2018 made by NZX and Public Trust (as amended
from time to time) ("Trust Deed"). By completing your Holder Response online at
https://nzx.linkinvestorservices.co.nz/forms/offer or using the form attached to this Election Process Invitation and
returning it to Link Market Services Limited ("Registrar") at the email or postal address set out in the form, you can
elect to either:
 retain all or some of your Subordinated Notes on the new terms and conditions described below; or
 redeem all or some of your Subordinated Notes.
Your Holder Response must be submitted online or received by the Registrar, in each case by 5.00pm on Monday 29
May 2023. We encourage you to complete your Holder Response online at
https://nzx.linkinvestorservices.co.nz/forms/offer. Your right to elect to retain or redeem your Subordinated Notes is
outlined in section 2 below.
Unless otherwise defined in this Election Process Invitation, capitalised terms used in this Election Process Invitation
have the meanings given to them in the terms and conditions that currently apply to the Subordinated Notes
("Existing Conditions"), which are set out in schedule 1 to the Trust Deed.
The Trust Deed is available on the Disclose Register at https://disclose-register.companiesoffice.govt.nz (offer
number OFR12393).
(1) NEW CONDITIONS FOR THE SUBORDINATED NOTES
If you elect to retain all or some of your Subordinated Notes, the Subordinated Notes that you elect to retain will
be subject to new terms and conditions ("New Conditions") that will apply from 20 June 2023. The New
Conditions are the same as the Existing Conditions, except for the following change:

New Interest Rate
For the period from (and including) 20 June 2023
to (but excluding) 20 June 2028, the Interest Rate
will change from 5.40% to the higher of:
(a) 6.50% per annum; and
(b) the sum of 2.25% per annum plus the mid-
market interest swap rate for a 5 year term
starting on 20 June 2023 (adjusted to a
quarterly basis as necessary), as calculated by
NZX in conjunction with the joint lead
managers (according to market convention) on
13 June 2023.
The new Interest Rate will be announced to the
market on or about 13 June 2023.
No change will be made to the penalty rate that
applies if NZX defers the payment of interest. If

3447-7465-7570 v8 2
Deferred Interest is outstanding at any time during
an Interest Period, the Interest Rate for that
Interest Period will be the sum of the new Interest
Rate plus 4% per annum.
The Subordinated Notes will also have a new ISIN (NZNZXD0020L4) and ticker (NZX020).
(2) HOLDER'S ELECTION TO RETAIN OR REDEEM
You may elect to:
(A) retain all of your Subordinated Notes, subject to the New Conditions; or
(B) retain some of your Subordinated Notes, subject to the New Conditions, and redeem the remainder of your
Subordinated Notes on 20 June 2023 in accordance with the Existing Conditions*; or
(C) redeem all of your Subordinated Notes on 20 June 2023 in accordance with the Existing Conditions*.
* Under the Existing Conditions, NZX may, at NZX's option, redeem or purchase for cash those Subordinated
Notes that Holders elect to redeem. The redemption amount or purchase price will be equal to the aggregate
Principal Amount of the relevant Subordinated Notes plus any accrued but unpaid interest on those Subordinated
Notes as at the date of payment of the redemption amount or purchase price.
(3) FAILURE TO APPROPRIATELY COMPLETE AND RETURN A HOLDER RESPONSE
If you do not submit a properly completed Holder Response online at
https://nzx.linkinvestorservices.co.nz/forms/offer or the Registrar does not receive a properly completed Holder
Response from you, in each case by 5.00pm on Monday 29 May 2023, you will be deemed to have elected to
retain your Subordinated Notes, subject to the New Conditions.
If your election would result in you holding Subordinated Notes with a Principal Amount of less than $5,000 or not
in multiples of $1,000, you will be deemed to have elected to retain such number of your Subordinated Notes
(which NZX may determine in its discretion) that would result in you holding Subordinated Notes with a Principal
Amount of not less than $5,000 and in multiples of $1,000.
If you have any doubt as to what you should do in relation to your Subordinated Notes, you should contact your
authorised financial adviser. If you have any queries regarding the procedure for making your election, please contact
the Registrar on 09 375 5998 or applications@linkmarketservices.co.nz with NZX010 in the subject line.

3447-7465-7570 8
BROKER'S STAMP

ADVISOR'S CODE




NZX SUBORDINATED NOTES (NZX010) ELECTION PROCESS – HOLDER RESPONSE


[Name(s) on Register]
[Address on Register]



CSN/Holder Number: [XXXXXXXXX]
Entitlement Number: [XXXXXX]
Principal Amount (NZX010): $[XX,000]
Return your Holder Response:

Online
https://nzx.linkinvestorservices.co.nz/forms/offer
Email
applications@linkmarketservices.co.nz
with NZX010 in the subject line
Post
Link Market Services Limited
PO Box 91976
Victoria Street West
Auckland 1142
For queries regarding the election
procedure:

Phone
09 375 5998
Email
applications@linkmarketservices.co.nz
with NZX010 in the subject line

THIS IS AN IMPORTANT DOCUMENT. PLEASE COMPLETE YOUR HOLDER RESPONSE ONLINE
AT HTTPS://NZX.LINKINVESTORSERVICES.CO.NZ/FORMS/OFFER OR RETURN YOUR
COMPLETED HOLDER RESPONSE BY EMAIL OR POST SO THAT IT IS RECEIVED NO LATER
THAN 5.00PM ON MONDAY 29 MAY 2023. WE ENCOURAGE YOU TO COMPLETE YOUR HOLDER
RESPONSE ONLINE AT HTTPS://NZX.LINKINVESTORSERVICES.CO.NZ/FORMS/OFFER TO AVOID
ANY DELAYS.


HOLDER RESPONSE (Tick box and complete as appropriate)

A I/We elect to retain all my/our Subordinated Notes, subject to the New Conditions; OR


B I/We elect to retain $ of my/our Subordinated Notes, subject to the
New Conditions, and to redeem the balance in accordance with the Existing Conditions; OR
Note: The Principal Amount of Subordinated Notes you elect to retain must not be less than $5,000
and must be a multiple of $1,000


C I/We elect to redeem all my/our Subordinated Notes in accordance with the Existing
Conditions.

3447-7465-7570 v8 2
Contact Details
To enable NZX to provide you with your investor correspondence in relation to your holding in this security
electronically, please confirm your email address and mobile number below.
Email Address


Mobile Number


Signature of Holder(s)
Holder 1 Holder 2 Holder 3


Or a duly authorised attorney or agent Or a duly authorised attorney or agent Or a duly authorised attorney or agent
Date:
COMPLETION INSTRUCTIONS
1. A Holder Response is irrevocable and cannot be withdrawn.
2. All joint holders are required to sign.
3. A company is required to sign in a manner permitted pursuant to the Companies Act 1993.
4. If signed by an attorney, the certificate of non-revocation of power of attorney set out in Form A below must be completed and
returned with this Holder Response, together with the power of attorney (unless it has already been provided to the Registrar).
5. If signed by an agent, the certificate of non-revocation of agency set out in Form B below must be completed and returned with
this Holder Response, together with the instrument creating the agency (unless it has already been provided to the Registrar).
6. Please complete your Holder Response online at https://nzx.linkinvestorservices.co.nz/forms/offer or return your completed
Holder Response by email or post to the Registrar at the email or postal address set out above so that it is received no later
than 5.00pm on Monday 29 May 2023.
7. Unless otherwise defined in this form, capitalised terms used in this form have the meanings given to them in the Election
Process Invitation to which this form is attached and the Existing Conditions.

3447-7465-7570 v8 3
A. CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY:
(Complete this section if you are acting on behalf of the Holder on this Holder Response for whom you have power of attorney)
I,
(full name)
Of
(place and country of residence),

(occupation),
CERTIFY:
THAT by deed dated
(date of instrument creating the power of attorney),

(full name of person/body corporate which granted the power of attorney**),
appointed me
(his/her/its) attorney;
THAT I have executed this Holder Response under that appointment and pursuant to the powers thereby conferred on me; and
THAT I have not received notice of any event revoking the power of attorney.
Signed at this day of (month/year)
Signature of attorney
** If donor is a body corporate, state place of registered office or principal place of business of donor.
B. CERTIFICATE OF NON-REVOCATION OF AGENCY:
(Complete this section if you are acting as Agent on behalf of the Holder on this Holder Response)
I,
(full name)
Of
(place and country of residence),

(occupation),
CERTIFY:
THAT by deed dated
(date of instrument creating the agency),

(full name of person/body corporate which appointed you as agent **),
appointed me
(his/her/its) agent;
THAT I have executed this Holder Response under that appointment and pursuant to the powers thereby conferred on me; and
THAT I have not received notice of any event revoking the power of attorney.
Signed at this day of (month/year)
Signature of agent
** If donor is a body corporate, state place of registered office or principal place of business of donor.

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3459-7475-3058 9


NZX SUBORDINATED NOTES (NZX010) ELECTION PROCESS
8 May 2023
Dear Holder(s)
You are receiving this letter because you hold unsecured, subordinated notes ("Subordinated
Notes") issued by NZX Limited ("NZX") and were recorded on the Subordinated Notes register at
the close of business on 4 May 2023 as having a New Zealand address.
The terms and conditions of the Subordinated Notes allow NZX to run an election process prior
to each Election Date in order to change some of the terms and conditions from the Election
Date. Under an election process, Holders of the Subordinated Notes can elect to either:
 retain all or some of their Subordinated Notes subject to new terms and conditions that will
apply from the Election Date; or
 have all or some of their Subordinated Notes redeemed on the Election Date.
Election Dates occur at 5-yearly intervals, and the first Election Date is on 20 June 2023. NZX
has decided to run an election process prior to the first Election Date.
This means you now need to decide whether to retain all or some of your Subordinated Notes on
the new terms and conditions described below or have all or some of your Subordinated Notes
redeemed for cash. The election process is outlined below and in the accompanying Election
Process Invitation.
New Conditions of the Subordinated Notes
If you elect to retain all or some of your Subordinated Notes, you will continue to hold those
Subordinated Notes on the same terms and conditions that currently apply, except for the
following change that will take effect from the first Election Date:
New Interest Rate: The Interest Rate for the period from (and including) the first Election Date
(20 June 2023) to (but excluding) the next Election Date (20 June 2028) will change to be equal
to the higher of: (a) 6.50% per annum; and (b) the sum of 2.25% per annum plus the mid-market
interest swap rate for a 5 year term starting on the first Election Date (adjusted to a quarterly
basis as necessary), as calculated by NZX in conjunction with the joint lead managers (according
to market convention) on 13 June 2023.
The Subordinated Notes will also have a new ISIN (NZNZXD0020L4) and ticker (NZX020).
Redeeming your Subordinated Notes
Alternatively, if you elect to redeem all or some of your Subordinated Notes, NZX may, at NZX's
option, either redeem or purchase those Subordinated Notes on the first Election Date.

3459-7475-3058 9
The redemption amount or purchase price will be equal to the principal amount of the
Subordinated Notes plus any accrued but unpaid interest on those Subordinated Notes as at the
first Election Date.
ACTION TO BE TAKEN
It is important that you make an election in relation to your Subordinated Notes. We encourage
you to complete your Holder Response online at
https://nzx.linkinvestorservices.co.nz/forms/offer. Your completed Holder Response must be
submitted online or returned by email or post so that it reaches Link Market Services Limited no
later than 5.00pm on Monday 29 May 2023.
To complete your Holder Response, you will need your CSN/Holder Number and your unique
Entitlement Number. Your details are:
o CSN/Holder Number: [XXXXXXX]
o Entitlement Number: [XXXXXX]
If your duly completed Holder Response is not submitted online or received by Link Market
Services Limited, in each case by 5.00pm on Monday 29 May 2023, you will be deemed to have
elected to retain all your Subordinated Notes on the new terms and conditions described above.
If you have any doubt as to what you should do in relation to your Subordinated Notes, you
should contact your authorised financial adviser. If you have any queries regarding the
procedure for making your election, please contact Link Market Services Limited on 09 375 5998
or applications@linkmarketservices.co.nz with NZX010 in the subject line.
TRADING HALT
You will not be able to sell or otherwise transfer Subordinated Notes outside of the election
process before 21 June 2023. Trading in the Subordinated Notes (NZX010) was suspended at
the close of business on 2 May 2023. Trading in the Subordinated Notes (with new ticker
NZX020) is expected to resume on 21 June 2023, being the trading day immediately following
the first Election Date.
Unless otherwise defined in this letter, capitalised terms used in this letter have the meanings
given to them in the terms and conditions that currently apply to the Subordinated Notes, which
are set out in schedule 1 to the trust deed dated 15 May 2018 made by NZX and Public Trust (as
amended from time to time) ("Trust Deed"). The Trust Deed is available on the Disclose
Register at https://disclose-register.companiesoffice.govt.nz (offer number OFR12393).
Graham Law
Chief Financial Officer

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Terms Sheet
3457-4168-8610 v7
1




NZX Limited
Subordinated Notes

Summary Indicative Terms Sheet for the Election Process NZX is running prior to the first Election Date (20 June 2023)
Date 8 May 2023










Arranger and Joint Lead Manager




Joint Lead Managers

Terms Sheet
3457-4168-8610 v7
2
Set out below is a summary of the key terms and conditions of the unsecured, subordinated notes (“Subordinated Notes”) issued by
NZX Limited ("NZX") under a trust deed dated 15 May 2018 made by NZX and Public Trust (as amended from time to time) ("Trust
Deed"). The summary includes the new terms and conditions that will apply to the Subordinated Notes with effect from the Election
Date on 20 June 2023. This summary indicative terms sheet (“Terms Sheet”) should be read together with the Trust Deed. The
Trust Deed is available on the Disclose Register at https://disclose-register.companiesoffice.govt.nz (offer number OFR12393).
Capitalised terms used but not defined in the Terms Sheet have the meaning given to them in the Trust Deed.
Issuer NZX Limited (the “Issuer” or “NZX”).
Instrument Unsecured, subordinated notes.
Total Subordinated Notes
on issue
$40 million.
Election Process/sale
offer
An Election Process is currently underway. NZX may Purchase or Redeem the Subordinated Notes
of Holders who elect to Redeem their Subordinated Notes under the Election Process. If NZX
Purchases Subordinated Notes, it may offer them for sale.
Ranking of the
Subordinated Notes
The Subordinated Notes are unsecured and rank equally with all other Subordinated Notes and
behind all indebtedness of NZX, other than indebtedness expressed to be equal with or subordinate
to the Subordinated Notes.
New Interest Rate The Subordinated Notes will pay a fixed rate of interest for the 5 years from (and including) the
first Election Date (20 June 2023) to (but excluding) the next Election Date (20 June 2028).
This Interest Rate will be the higher of:
(a) 6.50% per annum; and
(b) the sum of 2.25% per annum plus the mid-market interest swap rate for a 5 year term starting
on the first Election Date (adjusted to a quarterly basis as necessary), as calculated by NZX in
conjunction with the Joint Lead Managers (according to market convention) on 13 June 2023.
The new Interest Rate will be announced to the market on or about 13 June 2023.
If NZX runs another Election Process, a new Interest Rate may be set via that process.
Interest Payment Dates Interest shall be paid quarterly in arrear in equal amounts.
On Interest Payment Dates, interest will be paid to the person registered as the Holder as at the
Record Date.
The Record Date for the Interest Payment Date is 5pm on the date that is 10 calendar days before
the relevant Interest Payment Date.
If the Record Date falls on a day which is not a Business Day, the Record Date will be the
immediately preceding Business Day.
Interest deferral NZX may defer the payment of interest at its absolute discretion.
In the event interest is deferred the Interest Rate will increase to the Penalty Rate. The "Penalty
Rate" is the sum of the Interest Rate plus an additional 4.00% per annum.
Any Deferred Interest will also accrue interest at the Penalty Rate, compounding on each Interest
Payment Date until paid.
Dividend Stopper NZX will not be able to pay any dividend or make any other payments on or with respect to its
ordinary shares or other securities, financial products or indebtedness ranking equally with or
subordinate to the Subordinated Notes:
 if and for so long as there is any unpaid or Deferred Interest; or
 if the Financial Covenant is failed on two consecutive Scheduled Test Dates, until NZX
complies with the Financial Covenant.

Terms Sheet
3457-4168-8610 v7
3
Election Process No less than 30 Business Days prior to the next Election Date, NZX will provide notice of its
election to either:
 Redeem the Subordinated Notes on the Election Date; or
 run another Election Process offering New Conditions.
If NZX runs another Election Process, Holders can either:
 elect to continue to hold some or all of their Subordinated Notes subject to the New
Conditions; or
 elect for NZX to Redeem some or all of their Subordinated Notes for cash at the Redemption
Amount.
The New Conditions may modify the conditions applying to the Subordinated Notes (including, for
example, the Interest Rate, Penalty Rate and Financial Covenant) but may not change the Maturity
Date or next Election Date.
Holders who do not respond to an Election Process Invitation will be deemed to have elected to
continue to hold all of their Subordinated Notes subject to the New Conditions.
Redemption Amount Principal Amount plus all accrued but unpaid interest (including Deferred Interest).
Change of Control Event The occurrence of one or more of the following:
 an offer is made which would result in the offeror (including its associates) holding or
controlling more than 50% of the voting rights of NZX and the offer has been accepted,
become unconditional and all regulatory approvals have been obtained; or
 any other circumstance or event arises which results in a person (and its associates) holding
or controlling more than 50% of the voting rights of NZX.
If a Change of Control Event occurs then Holders have the right to elect that NZX must Redeem all
of their Subordinated Notes for the Redemption Amount.
Tax Event In summary, a Tax Event may occur if there has been, or there will be, a change in New Zealand
law applying after the Issue Date, as a result of which:
 any interest payable on the Subordinated Notes, including interest which has been deferred, is
not fully deductible for the purposes of the Income Tax Act 2007; or
 NZX would be, or is likely to be, exposed to any other adverse tax consequences in relation to
the Subordinated Notes.
If a Tax Event occurs, NZX may elect to Redeem all of the Subordinated Notes at the Redemption
Amount.
Less than 10 million
Subordinated Notes
At any time, NZX may elect to Redeem at the Redemption Amount all of the Subordinated Notes
on issue if there are less than 10 million Subordinated Notes outstanding.
Events of Default
The Subordinated Notes may become immediately Redeemable at the Redemption Amount if one
of the following Events of Default occurs:
 NZX fails to pay the Principal Amount or interest when due, and that breach is not fully
remedied within 10 days of the due date for payment;
 NZX fails to comply with the Dividend Stopper; or
 an Insolvency Event of NZX occurs.
A failure to pay interest that has been deferred is not an Event of Default. NZX may defer
payments of interest at any time at its discretion.

Terms Sheet
3457-4168-8610 v7
4
Financial Covenant NZX has undertaken that it will ensure that the ratio of Net Senior Debt to Operating Earnings will
be no greater than 1.5:1.
The Financial Covenant will be tested as at each 30 June and 31 December.
Retail Liquidity Support
Facility
NZX has engaged Forsyth Barr Limited as facility agent to provide a retail liquidity support facility
on a reasonable endeavours basis on behalf of NZX. This arrangement intends to facilitate and
support liquidity for small investors where liquidity is not otherwise being provided by the market.
Listing NZX Debt Market.
Minimum subscription $5,000 and in multiples of NZ$1,000 thereafter.
Brokerage 0.50% payable by NZX

Terms Sheet
3457-4168-8610 v7
5
Important dates
Election Process record date 4 May 2023
Election Process Invitation sent 8 May 2023
Response Cut-off Date 5:00pm, 29 May 2023
New Interest Rate set 13 June 2023
First Election Date 20 June 2023
Expected date of new quotation and resumption of trading on the NZX
Debt Market
21 June 2023
Interest Payment Dates 20 March, 20 June, 20 September, 20 December in each
year, with the first Interest Payment Date after the first
Election Date being 20 September 2023*
Next Election Date 20 June 2028
Maturity Date 20 June 2033
* If any date on which an interest payment is due to be made is not a Business Day, payment shall instead be made on the next
Business Day. Interest payments may be deferred at NZX’s discretion, as described in the Trust Deed.
Some of the dates set out in this Terms Sheet are indicative only and subject to change. The Issuer may vary these dates in its
absolute discretion and without notice. Any such changes will not affect the validity of any applications received. The Issuer reserves
the right to cancel any sale offer.
Selling restrictions
You may only offer for sale or sell any Subordinated Note in conformity with all applicable laws and regulations in any jurisdiction in
which it is offered, sold or delivered.
NZX has not taken and will not take any action which would permit an offer or sale of Subordinated Notes, or possession or distribution
of any offering material in respect of the Subordinated Notes, in any country or jurisdiction where action for that purpose is required
(other than New Zealand).
Any information memorandum, disclosure statement, circular, advertisement or other offering material in respect of the Subordinated
Notes may only be published, delivered or distributed in compliance with all applicable laws and regulations (including those of the
country or jurisdiction in which the material is published, delivered or distributed).
By subscribing for or otherwise acquiring any Subordinated Notes, you agree to indemnify, among others, NZX, the Supervisor, the
Arranger and the Joint Lead Managers for any loss suffered as a result of any breach by you of the selling restrictions referred to in this
section.

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1
May 2023
Subordinated Note
INVESTOR PRESENTATION
Arranger and Joint Lead Manager
Joint Lead Managers

2
Disclaimer
NZX Subordinated Notes
–
Investor Presentation
This presentation has been prepared by NZX Limited ("NZX") in relation to the election process
("Election Process") NZX is running in respect of the unsecured, subordinated debt securities
("Subordinated Notes") issued by NZX under a trust deed dated 15 May 2018 between NZX and
Public Trust ("Trust Deed"). A copy of the Trust Deed is available on the Disclose Register at
https://disclose-register.companiesoffice.govt.nz(offer number OFR 12393). Words and
expressions defined in the Trust Deed have the same meanings in this presentation, unless
otherwise defined or the context otherwise requires.
This presentation provides information in summary form only and is not intended to be complete.
The information in this presentation has been obtained from sources which NZX believes to be
reliable and accurate at the date of this presentation, but its accuracy, correctness and
completeness cannot be guaranteed.
The information in this presentation is of a general nature and does not constitute investment
advice or any recommendation by NZX, the Arranger, the Joint Lead Managers, or any of their
respective directors, officers, employees or agents to sell, purchase or continue to hold the
Subordinated Notes. Nothing in this presentation constitutes legal, financial, tax or other advice.
The information in this presentation has been prepared without taking into account the particular
investment objectives, financial situation or particular needs of any person. You should seek
independent advice from your financial adviser or other professional adviser before making an
investment decision in relation to the Subordinated Notes.
This presentation may contain certain 'forward-looking statements' such as indications of, and
guidance on, future earnings and financial position and performance. Such forward-looking
statements are not guarantees or predictions of future performance and involve known and
unknown risks and uncertainties and other factors, many of which are beyond the control of NZX,
and may involve significant elements of subjective judgement and assumptions as to future events
which may or may not be correct. Therefore, reliance should not be placed upon these forward-
looking statements, and they should not be regarded as a representation or warranty by NZX or
any of its directors, officers, employees or advisers or any other person that those forward-looking
statements will be achieved or that the assumptions underlying the forward-looking statements will
in fact be correct. NZX's actual results may vary materially from those expressed or implied in
such forward-looking statements. Past performance is not indicative of future performance and no
guarantee of future returns is implied or given.
An Election Process Invitation has been prepared in respect of the Election Process. The Election
Process Invitation was published on NZX and sent to Eligible Holders by email or post on 8 May
2023. You should read the Election Process Invitation before electing to retain or redeem your
Subordinated Notes. Ineligible Holders are not permitted to participate in the Election Process.
Subordinated Notes held by Ineligible Holders will either be redeemed or purchased by NZX (at its
option) on 20 June 2023.
The distribution of this presentation, and the offer or sale of Subordinated Notes, outside New
Zealand may be restricted by law. Persons who receive this presentation outside New Zealand
must seek advice and observe all such restrictions. Nothing in this presentation is to be construed
as authorising its distribution, or the offer or sale of the Subordinated Notes, in any jurisdiction
other than New Zealand and NZX accepts no liability in that regard. The Subordinated Notes may
not be offered or sold directly or indirectly, and neither this presentation nor any other offering
material may be distributed, delivered, or published in any other jurisdiction except under
circumstances which will result in compliance with all applicable laws and regulations.
To the maximum extent permitted by law, none of NZX, the Arranger, the Joint Lead Managers nor
any of their respective directors, officers, employees, affiliates, agents or advisers accept any
liability for any errors, omissions or loss (including because of negligence or otherwise) arising
directly or indirectly from this presentation or information contained in it.
All amounts are expressed in New Zealand dollars unless otherwise stated.

3
Election Process / New conditions4
Holder's election to retain or redeem / Key dates 5
Key terms of Subordinated Notes (from 20 June 2023)6
NZX Strategy
•Delivering on our growth strategy to 2023
•Developing our strategy to 2027
7
FY22 Full Year Results
•Highlights
•Income Statement
•Cash Flows
•Balance Sheet
9
FY23 March YTD
•Revenue YTD March 2023
•Metrics YTD March 2023
•Balance Sheet as at 31 March 2023
13
Appendix
Financial Covenant / Retail Liquidity Support Facility17
Contents
NZX Subordinated Notes
–
Investor Presentation

4
Election Process / New conditions
NZX Subordinated Notes
–
Investor Presentation
ElectionProcess
TheTrustDeedallowsNZXtorunanelectionprocesspriortoeach
ElectionDateinordertochangesomeofthetermsandconditionsofthe
SubordinatedNotesfromthatElectionDate.Underanelectionprocess,
HoldersoftheSubordinatedNotescanelecttoeither:
•retainallorsomeoftheirSubordinatedNotessubjecttonewterms
andconditionsthatwillapplyfromtheElectionDate;or
•haveallorsomeoftheirSubordinatedNotesredeemedonthe
ElectionDate.
ElectionDatesoccurat5-yearlyintervals,andthefirstElectionDateison
20June2023.NZXhasdecidedtorunanelectionprocesspriortothe
firstElectionDate.
NewconditionsoftheSubordinatedNotes
IfHolderselecttoretainallorsomeoftheirSubordinatedNotes,theywill
continuetoholdthoseSubordinatedNotesonthesametermsand
conditionsthatcurrentlyapply,exceptforthefollowingchangethatwill
takeeffectfromthefirstElectionDate:
NewInterestRate:TheInterestRatefortheperiodfrom(and
including)thefirstElectionDate(20June2023)to(butexcluding)
thenextElectionDate(20June2028)willchangetobeequalto
thehigherof:
a)6.50%perannum;and
b)thesumof2.25%perannumplusthemid-marketinterestswap
ratefora5yeartermstartingonthefirstElectionDate
(adjustedtoaquarterlybasisasnecessary),ascalculatedby
NZXinconjunctionwiththeJointLeadManagers(accordingto
marketconvention)on13June2023.
TheSubordinatedNoteswillalsohaveanewISIN(NZNZXD0020L4)and
ticker(NZX020).

5
Holder's election to retain or redeem / Key dates
NZX Subordinated Notes
–
Investor Presentation
Holder'selectiontoretainorredeem
Holders may elect to:
a)retain all of their Subordinated Notes, subject to the new conditions; or
b)retain some of their Subordinated Notes, subject to the new conditions, and
redeem the remainder of their Subordinated Notes on 20 June 2023; or
c)redeem all of their Subordinated Notes on 20 June 2023.
NZX may purchase or redeem the Subordinated Notes of Holders who elect to
redeem their Subordinated Notes under the Election Process. If NZX
purchases Subordinated Notes, it may offer them for sale.
If a Holder’s election is not submitted online at
https://nzx.linkinvestorservices.co.nz/forms/offeror received by Link Market
Services Limited by 5.00pm on Monday 29 May 2023, the Holder will be
deemed to have elected to retain all of their Subordinated Notes, subject to the
New Conditions.
If a Holder's election would result in the Holder holding Subordinated Notes
with a Principal Amount of less than $5,000 or not in multiples of $1,000, the
Holder will be deemed to have elected to retain such number of their
Subordinated Notes (which NZX may determine in its discretion) that would
result in the Holder holding Subordinated Notes with a Principal Amount of not
less than $5,000 and in multiples of $1,000.
Ineligible Holders are not able to participate in the Election Process.
Subordinated Notes held by Ineligible Holders will be redeemed or purchased
by NZX (at its option) on 20 June 2023.
Election Process record date4 May 2023
Election Process Invitation sent8 May 2023
Response Cut-offDate5:00pm 29 May 2023
New Interest Rate set13 June2023
First Election Date
20 June 2023
Expected date of new quotation and resumption of
trading on the NZX Debt Market
21 June 2023
Next ElectionDate20 June 2028
Maturity Date 20 June 2033
Keydates
•r

6
Key terms of the Subordinated Notes (from 20 June 2023)
IssuerNZX Limited
SecurityUnsecured, subordinatednotes
Remaining Term / elections10-year remaining term (20 June 2033) with the next Election Date being 20 June 2028
Total Subordinated Notes on issue$40 million
InterestRate
Fixed rate for the five years from the first Election Date to the next Election Date equal tothe higher of:
a)6.50% per annum; and
b)the sum of 2.25%per annum plus the mid-market interest swap rate for a 5 year term starting on the first Election Date (adjusted to a
quarterly basis as necessary), as calculated by NZX in conjunction with the Joint Lead Managers (according to market convention)on 13
June 2023.
If NZX runs another Election Process, a new Interest Rate may be set via that process
Interest/ deferred payments
Payable quarterly in arrear in equal amounts. Interest payments are deferrableat NZX’s absolute discretion. If the payment of interest is deferred,
the Penalty Rate shall apply until the next Interest Payment Date on which all unpaid and Deferred Interest is paid
Penalty RateThe prevailingInterest Rate plus 4.00% per annum
Financial CovenantNZX has undertaken that it will ensure that the ratio of Net Senior Debt to Operating Earnings will be no greater than 1.5:1
Dividend Stopper
NZX may not pay any dividendor make any other payments on or with respect to its ordinary shares or other securities, financial products or
indebtedness ranking equally with or subordinate to the Subordinated Notes:
•ifthere is any unpaid Deferred Interest; or
•if the Financial Covenant is failed on two consecutive test dates, until NZX complies with the Financial Covenant
Change of Control EventHolders may elect to have all their Subordinated Notes Redeemed if a Changeof Control Event occurs
Early redemption
NZX may Redeem all Subordinated Notes ifa Tax Event occurs or if there are less than 10 million Subordinated Notes outstanding. NZX must
Redeem all Subordinated Notes if an Event of Default occurs and the Supervisor makes demand for repayment
QuotationNZDX under the ticker NZX020
Brokerage0.50% payable by NZX
Minimum subscription$5,000 and in multiples of $1,000 thereafter
NZX Subordinated Notes
–
Investor Presentation

7
NZX Strategy: Delivering on our growth strategy to 2023
We continue to make progress in delivering on our strategy despite difficult market conditions, which have impacted our ability to
deliver on our 5-year aspirational targets by 2023. We remain committed to support growth in New Zealand’s capital markets
The Capital Markets opportunity: Since 2017, we have rebuilt our capital markets platform and have still achieved growth in a
challenging 2022. We have the building blocks for further opportunities and growth and as markets recover, we expect to see
capital markets activity levels accelerate
Maturing our Market: We know our product offering could be expanded (equity derivatives, carbon markets) which is key to driving
further growth in capital markets activity and greater global connections–rounding out our product offering will broaden our earnings
base and add scale to our settlement and clearing activities
We are globalising our footprintacross all businesses, (SGX, EEX, GDT, global participation in markets)and we see opportunities with a
‘star alliance’ strategy
Continued secular growth: Inaddition, there are long-term structural market tail winds that support growth in the managed
funds and platform businesses
Continued M&A activity: We will continue to exploreM&A activity to help drive and accelerate growthwhere appropriate
Operating Leverage: Still investing for growth but also focusing on efficiencies and driving operating leverage
Maintaining through market cycles: Market cycles are inevitable, maintaining earnings through these challenging periods while
continuing to develop, sets a platform to capture upside opportunities in market recovery phase
NZX Subordinated Notes
–
Investor Presentation

8
NZX Strategy: Developing our strategy to 2027
Our strategy to 2027 is simple –round out ourproduct offering in Capital Markets and drive scale and operating leverage acrossthe
businesses
Capital Markets
“A trusted New Zealand business, delivering sustainable wealth, value & opportunities for all”
Scale
•Listed Securities
•Trade volumes
•Depository/Clearing
volumes
Product Expansion
•Derivatives (Equity,
Fixed Income,
Commodities)
Strategic
Themes
Smartshares
Scale
•Funds Under
Management
(FUM)
Product Expansion
•Enhanced to
include an ESG
product range
Operational Leverage
Wealth Technologies
Scale
•Funds Under
Administration (FUA)
Product Expansion
•Platform functionality
Operational Leverage
NZX 2.0
NZX 2.0
Stable/Secure Platform –Well Managed Risk; Healthy Culture
Growing, Connecting, Creating Value
NZX Subordinated Notes
–
Investor Presentation

9
Net Profit After
Tax
$14.2m
5.7% decrease
Operating Earnings
1
excl. acquisition costs
$36.6m
2.3% increase
Operating Earnings after
acquisition and integration costs
$35.1m / 1.9% increase
Final Dividend
(fully imputed)
3.1 cps
Total FY22 dividends 6.1 cps
FY22 Results: Highlights
Highlights
–NZX has maintained Operating Earnings
1
through the market
cycle, with overall revenue growth reflecting the strength of
our strategy
–Smartshares and Wealth Technologies continue to provide a
platform for future growth
NZX Subordinated Notes
–
Investor Presentation
Compound Annual Growth
Rate (CAGR) –5.2% p.a.
1Operating Earnings (EBITDA) is a non-GAAP performance measure and differs from the NZ IFRS profit for the year. The Group's definition of EBITDA may not be comparable with similarly titled performance measures and disclosures
by other entities. The Group has presented the EBITDA performance measure in addition to the NZ IFRS profit for the year, as this performance measure is used internally in conjunction with other measures to monitor performance
and make investment decisions. EBITDA is calculated by adjusting profit from operations to exclude the impact of taxation, netfinance expense, depreciation, amortisation, gain or loss on disposal of assets, and share of profit of
associate. Refer to Note 2 to the Group's financial statements for the year ended 31 December 2022 for a reconciliation of EBITDA to NZ IFRS profit for the year.

10
FY22 Results: Income Statement
NZX Subordinated Notes
–
Investor Presentation
NZX has a diverse revenue base:
Year ended 31 December
2022
$m
2021
$m
Change
$m
Change
%
Operating revenue95.788.0 7.78.8%
Operating expenses (excl. acq/integration costs)(59.1)(52.2)(6.9)(13.3)%
Operating Earnings
1
(excl. acq/integration costs)36.635.8 0.82.3%
Acquisition and integration costs(1.5)(1.4)(0.1)(13.9)%
Operating Earnings
1
35.1 34.4 0.71.9%
Share of profit of associate0.1-0.1n/a
Net finance expenses(1.8)(2.5)0.726.7%
Gain / (loss) on disposal of assets-(0.1) 0.1102.1%
Depreciation and amortisation expenses(13.8)(10.4)(3.4)(33.2)%
Income tax expense(5.4)(6.4)1.015.7%
Profit for the year14.2 15.0 (0.8)(5.7)%
Operating Margin (excl. acquisition and integration costs)38.2%40.7%
Income Statement
Operating revenue of $95.7m (up 8.8%) reflects NZX’s diverse revenue sources (despite being impacted
by lower 2022 market activity levels)
Operating expenses, excluding acquisition and integration costs, increased to $59.1m (+13.3% on 2021)
reflecting inflation pressures as well as a full year’s impact of our prior year investments for growth and
to improve IT resilience
Non-operating expenses reflect:
•Net finance expenses have been positively impacted by increasing interest rates; and
•Depreciation and amortisation expenses increases related to our prior year investments for growth
Net Profit After Tax (NPAT) of $14.2m; decrease of 5.7% on 2021
1Operating Earnings (EBITDA) is a non-GAAP performance measure and differs from the NZ IFRS profit for the year. The Group's definition of EBITDA may not be comparable with similarly titled performance measures and disclosures
by other entities. The Group has presented the EBITDA performance measure in addition to the NZ IFRS profit for the year, as this performance measure is used internally in conjunction with other measures to monitor performance
and make investment decisions. EBITDA is calculated by adjusting profit from operations to exclude the impact of taxation, netfinance expense, depreciation, amortisation, gain or loss on disposal of assets, and share of profit of
associate. Refer to Note 2 to the Group's financial statements for the year ended 31 December 2022 for a reconciliation of EBITDA to NZ IFRS profit for the year.

11
FY22 Results: Cash Flows
Operating Activities
•Cash flow from operating activities includes net interest and income tax paid
•The decrease reflects a combination of lower Net Profit After Tax and working capital movements (e.g.
timing of receivables receipts and trade payables payments)
Investing Activities
Investing activities relate to:
•Payments for Property, Plant & Equipment (PP&E) and other intangible assets, including Wealth
Technologies software development; technology upgrades and enhancements (including increased
processing, storage capacity and resilience and the new KiwiSaverDefault Scheme digital tools); and
completion of the new Auckland Capital Markets Centre
•Payments for acquisitions –relates to the acquisitions of the ASB Superannuation Master Trust
management rights and GlobalDairyTradeHoldings Limited
Financing Activities
Financing activities includes:
•Net receipts from equity raisings to fund the acquisitions of the ASB Superannuation Master Trust
management rights and GlobalDairyTradeHoldings Limited
•Payments of lease liabilities
•Dividends which are net of participation in the dividend reinvestment plan (which was suspended for
the March 2022 dividend due to the equity raising occurring at that time)
Year ended 31 December
2022
$m
2021
$m
Operating activities23.427.4
Investing activities
-Payments for Wealth Technologies intangible assets(8.1)(7.1)
-Payments for PP&E & other intangible assets(7.4)(9.8)
-Payments for acquisitions(41.6)-
Financing activities
-Net receipts from equity raising42.7-
-Payments of lease liabilities(1.2)(1.1)
-Dividends paid(16.2)(13.1)
Net decrease in cash and cash equivalents(8.4)(3.7)
NZX Subordinated Notes
–
Investor Presentation

12
FY22 Results: Balance Sheet
Cash and cash
equivalents -
restricted
•Clearing House risk capital ($20m) which is restricted i.e. not available for
general use
Cash and cash
equivalents -
unrestricted
•Clearing House complies with International Organisation of Securities
Commissions’ principles requiring retention of sufficient working capital
(including cash of approximately $2.8m)
•Smartshares maintains sufficient net tangible assets in accordance with its
licence requirements (including cash of approximately $6.5m)
Funds held on behalf
of third parties
(assets and liabilities)
offset
•Relates to issuer bond deposits, participants’ collateral deposits and
deposited funds (including those held in the Mutualised Default Fund)
•Amounts are repayable to issuers and participants and not available for
general use
Investment in
associate
•Investment in GlobalDairyTradeLimited (GDT)
Right-of-use lease
assets and lease
liabilities
•Relates to leased premises and IT equipment
Other non-current
assets
•Consists of property, plant & equipment, intangible assets and goodwill
•Increased due to the acquisition of the ASB SMT management rights
Interest bearing
liabilities
•Relate to the Subordinated Notes. At 31 December 2022 these are
classified as a current liability as the first Election Date is 20 June 2023
Other current
liabilities
•Includes income in advance largely related to annual listing fees (billed on
30 June each year), data subscriptions, employee benefits payable, and tax
payables
Other non-current
liabilities
•Mainly relates to deferred tax
As at 31 December
2022
$m
2021
$m
Current assets
Cash and cash equivalents -restricted20.0 20.0
Cash and cash equivalents -unrestricted20.6 29.1
Receivables and prepayments17.1 11.3
Funds held on behalf of third parties30.328.0
Total current assets
88.0 88.4
Non-current assets
Right-of-use lease assets19.2 11.3
Investment in associate16.8-
Other non-current assets109.2 81.0
Total non-current assets
145.2 92.3
Current liabilities
Trade payables7.46.8
Other current liabilities20.1 18.9
Lease liabilities1.0 1.2
Funds held on behalf of third parties30.328.0
Interest bearing liabilities39.0 -
Total current liabilities
97.8 54.9
Non-current liabilities
Interest bearing liabilities-39.0
Lease liabilities20.7 12.4
Other non-current liabilities3.0 3.8
Total non-current liabilities
23.7 55.2
Net assets
111.770.6
NZX Subordinated Notes
–
Investor Presentation
Note–updated liabilities and equity as at 31 March 2023 are presented on slide 15 and
includes the impact of the acquisition of QuayStreetmanagement rights and related assets

13
FY23: Revenue –March 2023 YTD
NZX Subordinated Notes
–
Investor Presentation
3 months ended 31 March
2023
$m
2022
$m
Change
$m
Change
%
Listing and issuance fees3.93.40.512.2%
Participant services0.20.20.0(10.0)%
Securities trading1.01.2(0.2)(15.5)%
Securities clearing1.61.8(0.2)(12.4)%
Dairy derivatives0.70.30.4127.1%
Market operations2.92.80.13.2%
Securities information4.03.50.513.9%
Dairy data subscriptions0.10.10.05.3%
Connectivity revenue0.70.70.011.5%
Funds Management revenue8.05.52.545.6%
Wealth Technologies revenue1.51.40.15.6%
Regulation revenue0.80.9(0.1)(6.4)%
Other Corporate revenue0.10.00.1316.7%
Total Revenue25.521.83.716.5%
Revenue –March YTD
Listing and issuance fees –the increase reflects higher annual listing fees (driven by market
capitalisation) and increased retail debt listings and secondary equity raised resulting in the total
capital raised being up 36.3%
Securities trading and clearing revenue –the decrease reflects lower levels of trading / clearing value
(down 16.3%) and OTC settlement / registry messaging
Dairy derivatives revenue –the increase reflects higher number of derivative lots traded (+61.7%)
and higher margin revenue (which has been impacted by interest rate increases)
Securities information revenue –revenue has increased significantly reflecting:
•Royalties from Terminals revenue was higher in line with the average number of professional
terminals being 2.1% higher;
•Subscriptions and licences revenue growth reflects increased license numbers resulting from
growth in clients data usage and ability to capture licence revenue streams post audit; and
•Indices revenue growth reflects additional index data clients
Funds management revenue –Funds Under Management (FUM) revenue has increased significantly
reflecting:
•average FUM has increased 30.2%, which includes the incremental impacts of the ASB
Superannuation Master Trust and QuayStreetacquisitions; and
•QuayStreetrevenue is recognised on a gross basis with fund costs separately expensed.
Smartshares and ASB SMT revenue is received net of fund costs, which are incurred directly by the
Funds
Wealth technologies revenue
•Funds Under Administration (FUA) fees –decreased slightly reflecting lower (1.7%) average FUA;
and
•Development fees –increased reflecting a higher level of customisation / data migration effort
specific to client requirements

14
FY23: Metrics –March YTD
External dependencies2023 Targets2023 Progress March YTD
NZX Group
Operating Earnings
1
Refer earnings guidance in FY22 Investor
Presentation
$36.0 -40.5mN/A
Grow Markets
-Capital Markets
Origination
Capital listed and raised
(total primary and secondary capital issued or raised for
equity, funds and debt)
•Listing ecosystem is dependent on other
market participants
•No major market correction
$16.0bn$2.87bn
-Secondary MarketsTotal value traded•Participant activity levels drive value traded
•No major market correction
$40.0bn$8.96bn
Dairy derivatives lots traded•Participant activity levels and dairy market
price volatility drive lots traded
0.55 -0.65m lots134k
-Data & InsightsRevenue growth (in subscriptions, licencesand dairy
subscriptions; excluding one off royalty revenue)
•Dependent on marketsgrowthAverage revenue growth: 6.9%+11.9%
Funds Management
(Smartshares)
Total funds under management•Investment market returns
•No major market correction
Average Funds Under
Management (FUM) growth: 14%
(excluding acquired FUM)
$10.3bn
Wealth TechnologiesTotal funds under administration•Investment market returns
•No major market correction
Migrate new clients and the old
OE platform clients onto the new
platform
$10.4bn
NZX Subordinated Notes
–
Investor Presentation
1Operating Earnings (EBITDA) is a non-GAAP performance measure and differs from the NZ IFRS profit for the year. The Group's definition of EBITDA may not be comparable with similarly titled performance measures and disclosures
by other entities. The Group has presented the EBITDA performance measure in addition to the NZ IFRS profit for the year, as this performance measure is used internally in conjunction with other measures to monitor performance
and make investment decisions. EBITDA is calculated by adjusting profit from operations to exclude the impact of taxation, netfinance expense, depreciation, amortisation, gain or loss on disposal of assets, and share of profit of
associate. Refer to Note 2 to the Group's financial statements for the year ended 31 December 2022 for a reconciliation of EBITDA to NZ IFRS profit for the year.

15
FY23: Balance Sheet at 31 March 2023
NZX Subordinated Notes
–
Investor Presentation
1)In summarising the ranking of the Subordinated Notes and other liabilities, the descriptions are
simplified and illustrative only. The amounts in the table above are indicative only, and for the sake of
simplicity the diagram does not reflect the fact that NZX's liabilities, the amount of such liabilities and
the ranking of those liabilities may change. Amounts shown above are indicative based on NZX’s
audited Statement of Financial Position as at 31 December 2022 and unaudited management
accounts as at 31 March 2023. Amounts are subject to rounding adjustments.
2)Secured liabilities represent bank debt drawn down in February 2023 to fund the acquisition of the
management rights (and related assets) of QuayStreetAsset Management.
3)Funds held on behalf of third parties represent amounts payable to issuers and participants in relation
to balances deposited by them to meet their listing/margin requirements. Note that in NZX's
Statement of Financial Position there is an equal and opposite amount disclosed under current assets,
meaning that there is no net asset or liability for NZX in relation to funds held on behalf of third
parties. In a liquidation, these funds would be transferred back to the relevant party and cannot be
used for payment to other creditors.
Ranking on liquidation
Mar 2023
$m
Dec 2022
$m
Liabilities that rank in priority to the Subordinated Notes:
•
Funds held on behalf of 3
rd
parties36.430.3
•
Secured liabilities24.2-
•
Liabilities preferred by law6.29.1
•
Unsubordinated liabilities57.243.1
Subordinated Notes40.039.0
Equity115.9111.7
Higher
ranking
Lower
ranking
Type of liability / equity:Dividend Policy
•The policy is to pay between 80% to 110% of adjusted Net Profit After Tax over time, subject to
maintaining a prudent level of capital to meet regulatory requirements
•Adjustments include reversing the impact of intangible asset impairments (if any)
•The board considers that a policy based on Net Profit After Tax is comparable with peers, and
provides sufficient headroom to manage the ongoing capital structure requirements of the
exchange and pursue future relevant opportunities should they arise
Dividend Reinvestment Plan
•NZX offers a dividend reinvestment plan (DRP) which was in place for the FY22 final dividend (shares
were issued at 1.0% discount)
•The DRP participation rate for the FY22 final dividend was 12.4%

16
Appendix

17
Appendix: Financial Covenant / Retail Liquidity Support Facility
NZX Subordinated Notes
–
Investor Presentation
FinancialCovenant
•NZXhasundertakenthatitwillensurethattheratioofNetSeniorDebtto
OperatingEarningswillbenogreaterthan1.5:1
•NetSeniorDebtbeingaggregateindebtednessofNZXformoneyborrowed
(excludingtheSubordinatedNotesandindebtednessrankingequalwithor
subordinatedtotheSubordinatedNotes)lessthetotalamountof
unrestrictedcash(31December2022:$20.6m)
•OperatingEarningsbeingearningsbeforeinterest,tax,depreciation,
amortisationandnon-cashitems
•ScheduledTestDateseverysixmonths
•IntheeventoftwoconsecutivebreachesonaScheduledTestDatetheDividend
StopperwillapplyuntilNZXcomplieswiththeFinancialCovenant
RetailLiquiditySupportFacility
•NZXhasengagedForsythBarrLimited(“FacilityAgent”)toprovidetheRetail
LiquiditySupportFacilityonitsbehalfonareasonableendeavoursbasisuntilthe
nextElectionDate(20June2028)
•Targetedatsmallinvestorswiththeaggregatevolumeofbuyordersnotto
exceed20,000SubordinatedNotesatanytime
•Facilitylimitedto5millionSubordinatedNotes
•AtthenextElectionDate,NZXmay:
•extendtheexistingFacilityAgent’sappointment;
•appointasuccessorFacilityAgent;or
•announcetothemarketthattheRetailLiquiditySupportFacilityisno
longerbeingprovided

18
Contact
MarkPeterson
Chief Executive Officer
mark.peterson@nzx.com
+64 21 390636
GrahamLaw
Chief Financial Officer
graham.law@nzx.com
+64 29 4942223
NZX Subordinated Notes
–
Investor Presentation

19
Thank you