NZX Annual Meeting 2024

Our Annual
Shareholders’ Meeting
1
As a shareholder of NZX Limited (NZX), 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’s share registrar, Link Market Services at http://www.virtualmeeting.co.nz/NZX24
on Thursday, 18 April 2024 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: Thursday, 18 April 2024
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 2023, 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
2024 financial year;
2. That John McMahon (appointed by the Board as a Director with effect from 10 May 2023),
who retires and is eligible for election, be elected as a director of NZX Limited;
3. That Lindsay Wright, who retires and is eligible for re-election, be re-elected as
a director of NZX Limited; and
4. That the annual remuneration payable to each director of NZX Limited be set at $88,000, the
Chair’s annual remuneration be set at $166,000, with the Chair of the Audit & Risk Committee to
receive an additional annual fee of $15,000, the Chairs of each of the Clearing, Human
Resources & Remuneration and Technology Committees to receive an additional annual fee
of $10,000, for any NZX Directors who are appointed to the board of NZX Regulation Limited to
receive an additional annual fee of $20,000 and for any non-executive Directors appointed to
the board of NZX Wealth Technologies Limited to receive an annual fee of $20,000, all with
effect from 1 July 2024.
E. Other business
To consider shareholder questions or any other business that may be properly brought before the meeting.
By order of the Board
Sara Wheeler
COMPANY SECRETARY

NZX Annual Shareholders’ Meeting 2024
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 15 January 2024.
2
Resolution 1:
Auditor
KPMG is the current auditor of NZX. The Companies Act 1993 (Act) provides that a company’s auditor is automatically re-appointed
unless 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 Board is authorised to fix the fees and expenses of KPMG for the 2024 financial year.
The Board unanimously supports resolution 1 and recommends that you vote in favour of it at the meeting.
Election of Directors
Resolution 2 relates to the election of John McMahon, who was appointed by the Board during the year as a Director 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 John McMahon as a Director of NZX
John McMahon retires in accordance with clause 26.2 of the
Constitution and Listing Rule 2.7.1, and offers himself for election.
John was appointed as an independent Director in May 2023. He
previously served on the Board from 2019 to 2021. He has extensive
professional experience in the finance sector, including a background
in technology, company turnarounds and transformation, and
entrepreneurial small cap governance.
He is a seasoned capital markets professional with over 30 years’
experience in Australasian equity markets, primarily as an equity
analyst. He is a Director of several small cap NZX-listed companies:
Solution Dynamics (Chair), AoFrio and Vital (Chair). John intends to
reduce his non-NZX director workload over the coming 12-24 months.
John is Chair of the Board, and a member of the Human Resources &
Remuneration, Clearing, Nominations and Technology Committees
and an ex-officio member of the Audit & Risk Committee.
The Board has determined that, in its view, John McMahon is an
Independent Director (as defined in the Listing Rules).
The Board unanimously supports resolution 2 and recommends that
you vote in favour of it at the meeting.
Resolution 3:
Re-election of Lindsay Wright 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.
Lindsay Wright retires in accordance with Listing Rule 2.7.1, and offers
herself for re-election.
Lindsay was appointed as a Director in February 2018. She was last
presented for re-election in 2021.
She has an extensive understanding of financial services and funds
management, and recently stepped down as CEO of the Hong Kong-
based funds management business of Sun Hung Kai & Co to return
to New Zealand. She has held a range of senior roles in the funds
management sector including for BNY Mellon, Invesco, Harvest Funds
and Deutsche Asset Management
Lindsay is currently a director of Milford Asset Management and the
ASX-listed Navigator Global Investments. She has previously served as a
Guardian of the NZ Super Fund and as a director of Kiwibank.
Lindsay is Chair of the Audit & Risk Committee and a member of the
Clearing Committee.
The Board has determined that, in its view, Lindsay Wright is an
Independent Director (as defined in the Listing Rules).
The Board unanimously supports resolution 3 and recommends that you
vote in favour of it at the meeting.

NZX Annual Shareholders’ Meeting 2024
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. NZX is requesting that shareholders approve Director fees as a
monetary sum payable to any person who holds office as a director of
NZX (or of certain subsidiaries of NZX).
When increases to the director remuneration fee pool were sought in
2022, 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. NZX has subsequently
received a refreshed independent director fee benchmarking report
from PwC, which is available here.
PwC’s report identified the following:
• The market median fee pool across the agree comparator
group of 20 NZX-listed companies was $725,000. The NZX
current fee pool of $564,000 has a comparative ratio of 78%
of the market median.
• The market median Board Chair fee across the comparator
group is $166,000, while that for non-executive Directors
(NED) is $88,200. The NZX Board Chair and NED fees
each currently trail the market median observation,
at 78% and 74% respectively.
• 21 of the 22 (95%) comparator companies pay a committee
fee to the Chair of their Audit and Risk Committee
(median $15,300) and 17 out of 22 (77%) pay a fee to
the Chair of their Remuneration Committee (median $12,000).
11 companies (50%) also paid committee fees to members of
their Audit and Risk Committee while seven (32%) paid
committee fees to members of their Remuneration
Committee.
To attract and retain talent for the Board and ensure strong governance
of New Zealand’s stock exchange, the Board considers that it is
essential that NZX pays market rates for fees. Based on the independent
benchmarking information undertaken in 2024, and subject to
shareholder approval, the Board proposes to increase Director fees to
$88,000 for NEDs, with $166,000 payable to the Chair (an increase of
$23,000 or ~35.4% for NEDs and an increase of $36,000 or ~27.7% for
the Chair). This would bring both Director and Board Chair fees in line
with the market median set out in PwC’s benchmarking report.
In addition, the Chair of the Audit & Risk Committee would receive
a fee of $15,000 and the Chairs of other committees (excluding the
Nominations Committee) would receive a fee of $10,000. Currently, the
Chairs of NZX’s committees receive no additional fees.
The crossover Director of both NZX and NZX Regulation Limited (NZ
RegCo), will be paid Director fees solely by NZX, including continuing
an additional $20,000 component for their role on the board of NZX
RegCo. The non-executive Director who sits on the board of NZX Wealth
Technologies Limited will continue to be paid an annual fee of $20,000.
These fees were previously paid out of the director fee pool.
Previously fees have been approved on the basis of a director fee pool.
This resolution will instead approve the fee payment based on the
Director’s role. The resolution will result in an increase in the level of
Directors’ fees to $779,000 (an increase of ~38.1%). Note that this would
bring the total approved fees above the market median of $725,000.
This difference against market median is the result of several factors:
• the Board has a greater number of directors than the median
number of directors on the comparator boards in the PwC
report (seven versus six). The Board considers the greater
number of directors is appropriate given the broad and
specialised range of domain knowledge required to operate
the various businesses within NZX;
• reflecting that range of businesses within NZX, there are
additional specialised committees for Technology and
Clearing House; and,
• inclusion of a crossover Director for NZ RegCo and an
non-executive Director for NZX Wealth Technologies.
On a per Director basis for NZX, the fees proposed are in line with
median amounts in PwC’s report, as described above.
It remains the policy for at least 50% of the increase from each of the
FY2023 Directors’ fees to be applied towards on-market acquisition of
NZX shares each year, subject to legal requirements. Accordingly, 50%
of any increase this year will used to buy shares.
Note that fees paid to independent Directors of NZX’s subsidiary NZ
RegCo are excluded from NZX’s fee pool and shareholder approval
requirements under a waiver granted by Special Division in December
2021 and are approved separately by NZX. That waiver is summarised in
NZX’s annual report for the 2023 financial year at page 142 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. Further details of
the remuneration of the NZ RegCo Directors are set out in the
NZX Limited Annual Report.
Under the Listing Rules, fees paid to the Directors of Smartshares
(which itself is a Listed Issuer) 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 on the
next page for further details.
3
Resolution 4:
Increase Director Fees

NZX Annual Shareholders’ Meeting 2024
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 Tuesday 16 April 2024. 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 4.
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 3 and will
abstain from voting on resolution 4.
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 Tuesday 16
April 2024. 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.linkgroup.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/NZX24
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 that are
entities to vote on the resolution.
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 4, 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 4 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 Tuesday 16 April 2024 (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 2024
How to get to the Annual Meeting
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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
2024 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/NZX24, on Thursday,
18 April 2024, commencing at 10:00am.
Please register and be seated by 9:50am.
If you will be attending online, you will require your
Holder Number for verification purposes.
Appointment of Proxy
If you do not plan to attend the Annual Meeting, you may appoint
a proxy. The Chair or any other Director can act as a proxy for any
shareholder who appoints him or her. If, in appointing your proxy,
you do not name a person to be your proxy (either online or on this
form), or your named proxy does not attend the meeting, the Chair
of the meeting will be your proxy and vote in accordance with your
express direction.
Voting of your holding
Direct how to vote your proxy by making the appropriate election, either
online or on this from, in respect of each item of business (resolution 1
to 4). 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 favor of resolutions 1 to 3.
Please note restrictions on Resolution 4.
Please complete, sign and lodge this Proxy Form and voting
instructions with LINK Market Services (NZX’s registry), no later than
10:00am on Tuesday, 16 April 2024.
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 4, 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.linkgroup.nz/voting/NZX to appoint and give directions to your
proxy or turn over to complete the form.
1
Online
https://investorcentre.linkgroup.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.linkgroup.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 Tuesday, 16 April 2024. 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 2024 financial year.
2. That John McMahon (appointed by the Board as a director
with effect from 10 May 2023), who retires and is eligible for
election, be elected as a director of NZX Limited.
3. That Lindsay Wright, who retires and is eligible for re-election,
be re-elected as a director of NZX Limited.
4. That the annual remuneration payable to each director of
NZX Limited be set at $88,000, the Chair’s annual
remuneration be set at $166,000, with the Chair of the Audit &
Risk Committee to receive an additional annual fee of $15,000,
the Chairs of each of the Clearing, Human Resources &
Remuneration and Technology Committees to receive an
additional annual fee of $10,000, for any NZX Directors who
are appointed to the board of NZX Regulation Limited to
receive an additional annual fee of $20,000 and for any
non-executive Directors appointed to the board of NZX Wealth
Technologies Limited to receive an annual fee of $20,000, all
with effect from 1 July 2024.
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 2024
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, Thursday, 18 April 2024, 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