NZX Annual Meeting 2025 – speeches and presentation

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NZX – Annual Shareholders’ Meeting
1 May 2025

[SLIDE: 2025 Annual Shareholders’ Meeting]

Sara Wheeler

[SLIDE: Today’s Meeting]

[Housekeeping: Health and safety, emergency/evacuation and
exits/bathroom directions]

[Agenda for the meeting]

Kia ora, good morning and welcome to NZX’s 2025 Annual
Shareholder Meeting.
I am Sara Wheeler, the General Counsel & Company Secretary at NZX
Before we begin, I will quickly go through some housekeeping.
 Toilets are located as you exit the room and turn left, on the
right hand side
 In the event of an emergency, please follow one of our team,
who will help direct you outside.
In terms of agenda: first, we will hear from NZX’s Chair John
McMahon who will give a welcome, introduce directors and provide
a strategic overview.
Secondly, we move to NZX CEO, Mark Peterson who will provide a
report on financial and business performance.
Finally, John will return and will outline Board priorities, 2025 key
performance indicators and comment on our outlook for the
remainder of the year.
We will then move to the formal part of the meeting.

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We have three resolutions today:
• That the Board be authorised to determine the auditor’s fees
and expenses for the 2025 financial year;
• That Elaine Campbell, who retires and is eligible for election, be
elected as a director of NZX Limited; and
• That Peter Jessup, who retires and is eligible for re-election, be
re-elected as a director of NZX Limited.
[SLIDE: Voting & Questions]

We will attend to voting and then we will move to questions.
If you are intending to ask a question, please signal to us and we will
bring a microphone to you.
Please note Shareholders will be able to cast their vote online using
the voting tab, where you will need to enter you CSN/Holder number
for validation.
Please refer to the virtual meeting online portal guide or contact the
team at MUFG on 0800 200 220 if you require any assistance.
Following the meeting we invite you to stay for refreshments.
I will now hand over to John McMahon.
....................................................
John McMahon
[SLIDE: Welcome]

Good morning, I am delighted to welcome you today – whether in-
person or online – to NZX’s 2025 Annual Shareholders’ Meeting.
On behalf of NZX Directors and management, it is fantastic to be
back here in the Garden City and we’re delighted to be here.
This meeting is being held as a hybrid ASM.

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Shareholders participating online will be able to ask questions, and
you can submit these at any time using the tab at the bottom of your
screen.
I encourage shareholders who have questions relating to the
business of the meeting, to send their questions through as soon as
possible.
Please note that only shareholders, proxy holders or shareholder
company representatives may vote.
For those of you in the room, our directors and management team
always enjoy these opportunities to chat with you, so please stay on
after today’s meeting for refreshments.
I confirm we have a quorum and therefore declare the 2025 Annual
Shareholders’ Meeting of NZX Limited open.
[SLIDE: Board Introduction]

I am pleased to introduce to you the NZX Board: Deputy Chair Dame
Paula Rebstock, Elaine Campbell, Peter Jessup, Lindsay Wright, Frank
Aldridge and Rachel Walsh.

Last year the Board was pleased to announce the appointment of
Macquarie Capital Associate Director Sophie Spedding as our Future
Director.

Sophie’s first-hand understanding and experience in capital raisings,
mergers and acquisitions and helping companies grow and deliver to
their strategic ambitions, have been of great value to the NZX Board.

We want to thank Sophie for her contribution and wish her all the
best in her governance career.

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Also sitting with the Board are our CEO Mark Peterson and Company
Secretary Sara Wheeler and we also have members of our Senior
Leadership Team in the audience here at the meeting.
NZX's outgoing auditor, KPMG, is represented here today by Jason
Hancock.
From 1 January this year our new auditor is PwC. It is represented
here today by Chris Barber.
KPMG had been NZX's external auditor since 2007.
NZX would like to thank KPMG for its service.
The decision to change the auditor in no way reflects the
performance of KPMG.
The change was made as a matter of good governance and in light of
the long length of KPMG’s tenure.
Moving to Board composition and capability, NZX’s FY2024 annual
report included a Director skills matrix table.

The matrix assesses directors against a number of criteria including
both general corporate governance capability as well as domain
knowledge of matters specific to the business.

The skills matrix outlines the ideal mix of skills, experience and
diversity needed to ensure the Board is equipped to provide the high
standard of corporate governance required to lead NZX.

If the Board determines that new or additional skills are required,
training is completed or a formal recruitment process is undertaken.

Based on these criteria, the Board considers its members have the
balance of independence, skills, knowledge, experience and
perspectives necessary to lead NZX.

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[SLIDE: Strategic overview: Growing, Connecting, Adding Value]

NZX is well positioned for the future from the growth strategy we
have been implementing over the last six years.
Since 2018 the Company has continued to make steady progress on
our long-term strategy of expanding our product range in capital
markets and driving scale and operating leverage across Smart, our
funds manager, and NZX Wealth Technologies, our custodial
investment administration platform.
NZX has positive exposure to long-term structural growth tail winds
from general equity market growth, increase in ETF market share and
growth in KiwiSaver fund contributions.
[SLIDE: Growing, Connecting, Adding Value 2018 – 2024 ]

Since implementing our revised strategy in 2018, we have come a
long way despite volatile economic cycles:
• Operating earnings have increased from $28.6 million to
$48.5 million;
• Smart’s funds under management has increased from $2.9
billion to $13.5 billion;
• NZX Wealth Technologies funds under administration has
grown from $2 billion to $16.2 billion and is now cashflow
positive on external client activity; and
• We now partner with SGX in offering our global Dairy
Derivatives market and have grown activity from 346,000 lots
traded per annum, to 667,000 lots.
In 2024, total shareholder returns of 42.6% outperformed the
S&P/NZX50 (gross) index of 11.4%.
Wealth Technologies has required significant capital investment to
reach the stage where it is now cashflow positive on a run-rate basis.

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As we outlined at our investor day last year, the Group’s cashflow
will now increase more quickly than the growth in net profit or
Earnings Per Share.
This is due to the significant rise in the amortisation charge as a
result of the capital that has been invested in Wealth Technologies.
NZX is now a more integrated and resilient financial markets
infrastructure and services business with a platform for strong
growth.
We expect this to create further value to our shareholders.
We remain very conscious of cost control, improving margins and
ensuring increasing return on investment, and we will continue to
look for strategic opportunities that will add value.
We are also mindful of the recent increase in volatility in markets
following the US announcements regarding tariffs.
There has been a softening in trading volumes but it is still too early
to say what the ongoing impact will be on our business.
Note that NZX’s revenue and earnings are influenced by two key
factors.
Fi rst, is capital markets activity - which includes both equity and debt
issuance and trading volumes.
And second, is change in global market asset prices which flows
through into the value of funds under management (FUM) in Smart
and the value of funds under administration (FUA) in NZX Wealth
Technologies.
These businesses earn revenue on the value of FUM and FUA they
hold, respectively.
We will have greater insights and more to say on this following the
release of our half year results in late August.

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[SLIDE Positive Government engagement]
Stimulating New Zealand capital market activity was a key focus for
NZX in 2024.
NZX – in conjunction with a small capital markets industry group –
has worked closely with the New Zealand Government and
regulators to develop appropriate initiatives and market regulatory
settings to encourage investment, boost liquidity, and continue to
ensure fair, efficient, and transparent capital markets.
It was pleasing to see the Government announce a package of
intended reforms in December last year that acknowledge that
healthy and well-functioning New Zealand capital markets are
essential to lifting our country’s productivity and international
competitiveness.
These c apital markets reforms are specifically noted in the
Government’s latest quarterly action plan announced last month.
Mark will provide more detail on this shortly.
What was also positively noted last year by the Financial Market
Authority was NZX’s annual performance review in meeting its
market operator obligations, including our technology and market
relationships.
The FMA also acknowledged the continued demonstration of NZ
RegCo’s regulatory independence as the independent market
regulator, while maintaining an appropriate and effective working
relationship with NZX.
NZX would like to thank the NZ RegCo Board and management for its
work monitoring and enforcing the rules under which NZX's markets
operate.
I’ll now hand over to our Chief Executive, Mark Peterson, to provide
further insight into the performance of the business.

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I’ll then return and outline our 2025 key performance indicators,
outlook for the year and resolutions.
.............................................
Mark Peterson
Kia ora koutou katoa.
Good morning, ladies and gentlemen and thank you for joining us.
My name is Mark Peterson, and I am the Chief Executive of NZX.
Can I welcome all shareholders with us today and those attending
online.
[SLIDE: Performance & Results]

In 2024 NZX delivered a strong all-round performance in another
mixed year for global markets.
Our results highlighted the Group's all-round business strength as a
market operator, fund manager and fund administration platform
provider.
After a subdued start to 2024, capital markets issuance and trading
activity grew steadily through the year.
As interest rates began to fall, we saw a meaningful pick-up in capital
markets' activity and this progressively improved through the
remainder of the year.
In addition, asset prices were stronger, both locally and globally,
through the year, and alongside good customer growth in Smart and
NZX Wealth Technologies, this translated into positive results across
the Group.
The S&P/NZX 50 index (gross) produced a return of 11.4% for 2024.
Capital listed and raised totalled $15.8 billion which was up 11.6% on
2023.

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Total value traded grew strongly in H2 2024 and was positively
impacted by significant index rebalance activity and the Auckland
Council sell down of its remaining shares in Auckland International
Airport.
Value traded finished the year totalling $41.5 billion – up 22.9% on
2023.
Value traded is a key earnings driver for the Company.
NZX lifted operating earnings (EBITDA), highlighting the resilience of
the Company through market cycles.
Normalised operating earnings, excluding integration and
restructuring costs – were $48.5m – up 21% on last year.
If we include integration and restructuring costs, reported operating
earnings were $47.2m – up 21.3%.
Since the first year of implementing our growth strategy in 2018,
underlying operating earnings (that is excluding any one-off
acquisition, integration or restructuring costs) have increased by
70%.
Net profit after tax was $25.5m – up 88.1% from 2023 – although this
includes two accounting adjustments to balance sheet values.
Excluding these accounting adjustments to the fair value of the
QuayStreet Asset Management earnout provision and the Electricity
Authority contract’s intangible asset, the underlying net profit after
tax was $18.3 million, an increase of 30.1% year-on-year.
Group revenues lifted to $120.8 million – up 11.4%, driven by
increases in all business units.
Breaking this down at a high level:

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• Capital markets’ revenue from Origination, Secondary Markets
and Information Services increased $2 million or 3.3%.

• Smart’s funds revenue was up 19.1% and

• NZX Wealth Technologies annualised recurring revenue on
closing FUA increased 50% from $7.2 million to $10.8 million at
31 December 2024.
At a Group level, we have not only grown our revenue line, but the
revenue mix is changing as our two growth businesses – Smart and
NZX Wealth Technologies – grew faster than the markets business.
[SLIDE: Capital Markets activity]
Even through a challenging economic environment, the market was
able to support companies raising equity and debt capital with $15.8
billion of capital listed or raised on market for the year.
This highlights the value of being NZX-listed in a capital constrained
environment.
The December regulatory change announcements from the
Government are a positive addition.
As John mentioned, over the last year NZX – and representatives of
the New Zealand capital markets community – have engaged with
the financial markets sector, Government Ministers and officials, and
regulatory agencies on a broad package targeting regulatory
improvements to reduce the costs and barriers faced by companies
listed or listing in New Zealand.
The package of proposed changes includes:
• making the requirement to provide prospective financial
information for initial public offers optional;

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• changes to climate-related disclosure settings to ensure they
are workable and right sized for the New Zealand market; and
• changes to general disclosure requirements – alongside the
Law Commission review into director liability settings.
All these changes will materially improve the viability for companies
wanting to meet their growth aspirations via the listed market.
They align with initiatives recommended in the Growing New
Zealand’s Capital Markets 2029 report released in 2019.
That review had 42 recommendations from 210 New Zealand
industry participants covering KiwiSaver, regulation, public sector
assets and infrastructure, promotion of public markets, tax, new
products, and technology.
All were designed to improve the efficiency and effectiveness of New
Zealand’s capital markets.
We look forward to these changes being progressively rolled out.
As a result of the announcements, NZX has received an increase in
enquiries from prospective companies interested in listing.
All this gives us reason for cautious optimism for the year ahead –
although this is tempered by the ongoing uncertainty prompted by
recent US trade protectionism.
Companies all around the world looking at listing will be closely
watching markets to effectively time their public offerings.
Our listings team has continued its work seeking out new company
listing prospects. The team is also supporting our existing issuers tell
their story to the wider market through our investor events,
podcasts, spotlight videos and educational workshops.
Santana Minerals listed on the NZX in July.

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More than 40% of Santana’s share register on the ASX is made up of
holders with New Zealand-registered addresses.
Santana wanted to see growth with increased New Zealand-based
shareholder support, so it made sense for it to undertake a dual
listing on the NZX.
Some significant secondary equity and debt issuance positively
impacted the NZX revenue line in 2024.
For the mix of capital raised in 2024 (i.e. across equity, debt and
funds), each $1 billion generated approximately $375,000 of revenue
to NZX.
Large capital raises and placements were facilitated throughout
2024, and all were significantly oversubscribed.
These included:
• Auckland Airport equity capital raise of $1.4 billion
• Fletcher Building equity capital raise of $0.7 billion
• And Infratil’s equity capital raise of $1.15 billion
The demand for ESG-designated bonds remains strong as companies
look to decarbonise their businesses.
These make up 30.3% of the total debt market.
NZX’s total market capitalisation of $236 billion is made up of
approximately $167 billion of equity, $59 billion of debt and $10
billion of investment funds.
[SLIDE: Market Development]
Our strategy to grow capital market activity includes developing and
launching new products.
First, we partnered with BT Radianz to make connectivity to our
markets easier for international participants and investors. We have

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also ensured this infrastructure has a high level of security and
resilience.
Secondly, in June we launched NZX Dark – our anonymous mid-point
trading venue.
In six months $779 million of value traded went through NZX Dark
delivering $1.74 million of price improvement back to investors.
5.24% of on-market value traded was being traded in NZX Dark – well
above expectations of 2% after 12 months of trading.
Positive progress was made on our third key project - re launching
our equities futures market - which New Zealand has not had since
1991.
We are hopeful of a launch later this year but this date remains
dependent on a number of factors, including the readiness of the
participants that are required for a successful launch.
NZX has the backing of a cornerstone group of 12 local and global
fund managers and participant firms who have provided
commitments to utilise and trade, settle and clear the product.
This is exciting for New Zealand’s capital markets.
A buoyant equity derivatives market will help market efficiency and
drive growth in the broader capital markets through additional cash
market trading, participation and data revenues.
[Slide: Information Services]
Information Services continued its steady growth trajectory with
compound average growth of 5.8 % in the last five years.
In 2024 this growth continued, albeit at a slower rate reflecting the
consolidation of broking firms and the drive for large international
banks to cut costs in tougher economic times.

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Royalty revenue from terminals decreased with lower levels of real
time data use, partially offset by price increases (effective January
2024).
Subscriptions and licences revenues for NZX data increased, offset
slightly by reduced subscriber numbers.
Audit and back dated licensing-indices revenue increased to $1.2
million from $0.9 million in 2023.
[Slide: Dairy]
Turning to Dairy: it continues to be an area of growth for NZX and
remains well positioned across both the physical and futures
markets.
Our Dairy market derivatives partnership with Singapore Exchange
saw continued volume growth for lots traded of 15.3% and, in May
2024, a record monthly volume of 88,834 traded lots was achieved.
GlobalDairyTrades’ underlying profitability remains strong with
increased number of sellers and products offered on the GDT
platform.
GDT’s growth initiatives are progressing, European and US sales
presences are in place and a project to upgrade and in-house the
auction platform upgrade is underway for delivery this year.
[Slide: Smart]
Smart, or Smartshares as it used to be known, continued its strong
growth track under Anna Scott’s leadership.
It continued to focus on growth and operational efficiency
improvements.
Smart finished 2024 with $13.5 billion in funds under management–
up 22.6% from 2023.

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In the last six years Smart’s FUM has grown $10.6 billion.
FUM compound annual growth rate since December 2018 is 29%.
In 2024 funds revenue lifted 19.1% to $44 million.
On 1 October 2024 Smartshares became Smart – a new brand name
to reflect the company’s growth ambitions and the broad range of
services and products it now offers.
In time, under a staged approach, Smart will consolidate Smartshares
and SuperLife together into the single brand.
The new brand is based on the belief ‘the wise invest Smart’ – with
our products empowering investors to achieve financial success by
making wise choices that stand the test of time.
QuayStreet Asset Management – known as QuayStreet, our active
investment manager – will remain a standalone sub-brand.
In October, Smart launched four new ETFs – Smart Bitcoin ETF, Smart
Gold ETF, Smart US Technology ETF and Smart S&P/NZX 20 ETF.
Three of the new ETFs are part of a 2024 strategic alliance with
iShares by BlackRock, the global ETF powerhouse.
The combined expertise of Smart and Blackrock's iShares will pair
Smart’s local investment insights with iShares’ global ETF line-up,
making it easy for Kiwi investors to invest in local or international
markets, with the advantage of knowing their tax rate (28%) and
costs upfront.
It provides investors with world-class investment opportunities and
with easy access and affordable fees.
Despite recent global asset price volatility, we remain focused on
hitting our goal of $15-$20 billion of FUM by the end of 2027.
Slide: NZX Wealth Technologies

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2024 was a landmark year for our custodial investment management
platform, Wealth Technologies
Significantly, Wealth Technologies achieved positive cashflow from
its external client activities in December.
In 2024 it won 12 new clients - 22 in the last two years – and
transitioned 11 clients on to its platform.
Its NZX Wealth Technologies’ modern technology, service quality,
reputation and experience are being well received by the market.
In 2024 its funds under administration or FUA grew by 40.4% (or $4.7
billion).
And since 2018, FUA has grown from $2 billion to $16.2 billion.
Annualised recurring revenue on closing FUA increased 50% from
$7.2 million at 31 December 2023 to $10.8 million at 31 December
2024.
The strong performance speaks volumes of the leadership by Lisa
Turnbull and the laser focus by the high-performing team to achieve
positive cash flow from external client activities.
Client demand for this well-run, well-regarded New Zealand-based
investment administration platform remains high and the outlook
remains bright for this business.
Finally, Wealth Technologies is working with Smart on its
infrastructure services and this in turn will improve Group operating
leverage.
This keeps cashflow within the Group that would otherwise be spent
with external service providers.
At a Group level, we have not only grown our revenue line, but the
revenue mix is changing as both Smart and Wealth Technologies
grew faster than the markets business.

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Slide: Operating Costs
As John mentioned, c ost control remains a priority and this was
managed well in 2024.
Operating expenses, excluding integration and restructure costs,
were up 5.8% to $72.2 million.
This was primarily driven by inflation and an exchange rate-driven lift
in IT costs.
The Smart cost base also had the full-year impact on staff costs from
the integration of the Superlife Superannuation Master Trust and
QuayStreet.
Other than this increase, costs were largely flat as we extracted
efficiencies across the Group.
Staff remuneration is NZX’s single largest cost.
We have prioritised key projects that will deliver to our strategy, put
on hold other projects, and negotiated supplier savings
opportunities. We continue to focus on this.
Overall, across the NZX Group, we don't expect any major cost
surprises in 2025 and cost changes should be largely inflationary
driven.
However, over the next two years we do need to make some
investment into our Smart business to make the most of the
opportunities in front of it.
We have a growth opportunity in Smart that requires a more
efficient and scalable operating platform, and we can utilise our
market-leading capability within Wealth Technologies.
Implementing the Wealth Technologies platform into Smart will
modernise the technology and provide clients an improved and
modern service proposition.

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At the same time, we also can take advantage of a synergy benefit
within the Group.

[SLIDE Depreciation & A mortisation]
Overall NZX’s three largest costs are:
• Employees, which are 64% of operating costs
• Technology spend is 21% of operating costs; and
• Amortisation t otals $ 14.2m per annum
Amortisation is a non-cash charge. The amortisation of the acquired
funds management businesses accounts for around 23% of NZX’s
total amortisation charge.
Amortisation of the capitalised Wealth Technologies costs accounts
for 4 7% of the total amortisation charge.
Wealth Technologies capitalises the staff cost and a portion of its
overhead relating to client transitions.
This has, and continues to, result in a meaningful capital investment
into the business, and it is pleasing it has now reached cash flow
breakeven from external client activity.
This has resulted in – and will continue to drive – a significant rise in
the amortisation charge to the Income Statement which has acted as
a constraint to bottom line growth in net profit compared to the
higher growth in Operating Earnings (EBITDA).
The investment into NZX Wealth Technologies and the associated
amortisation over time is the “cost” of building this business. It is an
investment for the future we believe will have significant earnings
and NPAT upside over time.

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It is also worth noting the amortisation of the investment into NZX
Wealth Technologies is over five years, and the typical life of a client
is closer to 10-12 years.
This will mean that whilst we are running an amortisation “bubble”
at present, as the business matures – and the investment in client
transition efforts start to tail off – there will be a significant positive
impact to cash flows and then when amortisation tails off, the
delayed positive impact to net profit.
As an aside, we have recently completed our New Zealand and
Australia investor relations roadshows.
We met with more than 20 current and prospective investors.
The meetings were positive. The general sentiment was that we are
delivering to our growth strategy, performing strongly and managing
costs well.
Slide: Operating Responsibly
In 2024 NZX achieved net carbon zero certification from Toitū
Envirocare for the fourth year in a row.
Under the mandatory climate-related disclosures framework, NZX, as
a climate-reporting entity, has reported our climate change
obligations regarding governance, strategy, risk management, and
metrics and targets.
The Board in 2024 approved a refreshed environmental sustainability
approach that was integrated into The Group’s broader strategy.
This work was informed by the results of our 2023 stakeholder
materiality assessment, which identified material topics relevant to
The Group's operations.
In 2024, as part of the broader strategy, NZX joined the Sustainable
Business Council, which is a New Zealand-based membership

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organisation designed to connect businesses, partners and sectors
on sustainability matters, including climate change.
Slide: Our People
We continue to take seriously the culture we have at NZX. This
remains a priority since I became Chief Executive.
Our people continue to show huge commitment to the business and
the opportunities we have in front of us and I would like to thank and
acknowledge the team for their efforts.
Staff turnover continues to reduce as the employment environment
changes.
Operations and Technology teams continue to be accurate in day-to-
day activities, and our exchange system uptime was again 100% for
the third year in a row.
Staff engagement continues to be strong, and in 2024 we achieved a
record staff engagement score. We also have a balanced mix of age,
tenure and gender diversity.
Our gender pay gap is 16.6%, which is higher than we would like but
lower than other New Zealand financial institutions.
Our overall gap is primarily at the senior and manager levels and is
driven purely from not having enough females in those leadership
positions.
Our recruitment and promotional efforts are focused on improving
this situation, balanced with ensuring we hire the best skills in those
roles.
Finally, before I hand back to John, I want to thank you, our
shareholders for your continued support and confidence in NZX.
Thank you.
..........................................................................

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John McMahon
SLIDE: Delivering to our growth strategy
Thanks Mark.
As Mark has highlighted, NZX is now a more integrated and resilient
financial markets infrastructure and services business with platforms
for strong growth prospects.
We expect this will create further value to our shareholders.
As market activity increases, the Company’s new products are
launched and mature, and our Smart and Wealth Technologies
businesses continue to grow, our earnings profile will positively
change.
While market volatility can and will have short-term effects, NZX is
on a path to being a business that has better balance and resilience
to the changes in economic cycles.
Looking out to 2028 the strategy is to:
• expand our product offering in Capital Markets (launch equity
derivatives, progress carbon markets, drive greater scale in
clearing, and develop further liquidity in our new mid-point
order book);

• leverage the global connections and partnerships we have
made, including Dairy, and build further market reach; and

• drive scale, efficiencies and operating leverage across the
businesses –especially with Smart and Wealth Technologies.
Slide: Dividends
The NZX Board declared a final dividend of 3.1 cents per share that
was paid on 2 April 2025, contributing to a FY2024 dividend of 6.1
cents per share fully imputed.

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NZX suspended its Dividend Reinvestment Programme (DRP) for the
final dividend of 3.1 cents per share paid in April.
This partly reflects the improved cash flow outlook from the
elimination of the cash flow drag from investing into Wealth
Technologies, given the great progress that business made over
2024.
We expect this progress to continue.
SLIDE: 2025 KPIs
In the year ahead, our organisational priorities, or key performance
indicators are to:
Deliver earnings guidance.
Deliver initiatives to grow core Capital Markets, such as the NZX20
Index Futures, to extend market distribution and global access in
dairy derivatives and to expand our information services offering.
To work towards greater efficiency in our Settlement and Clearing
business.
Deliver scale, operating efficiencies and leverage across Smart and to
progress growth initiatives across our range of products.
For NZX Wealth Technologies to continue to both migrate new
clients onto the platform and to drive further cash flow positivity.
We must also continue to meet expectations for:
• Risk & Compliance
• Staff culture and engagement
• ESG metrics, including climate and gender pay gap.

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SLIDE: Outlook for 2025
We are off to a solid start in 2025 though remain cautious about the
remainder of the year.
In our markets business key metrics have seen improvement relative
to Q1-2024’s soft market activity levels, with:
• value traded at $11.3 billion up 51.8%;
• capital listed raised at $1.6 billion up 328%;
• Derivative lots traded at 192,567 up 49.2%; and
• Information Services revenue at $4.85 million up 5.3%
(excluding the Q1-2024 one-off revenue from an index audit). .
In our Funds Management business, Smart, while we are seeing
volatility in the market impacting the FUM growth, our FUM is at
$12.25 billion which is up 13.2% on 31 March 2024.

And NZX Wealth Technologies continues to track against forecast
increase in annual recurring revenue as new clients transition onto
the platform.

First quarter performance was positive.

FUA was $16.82 billion, up 21.9% on 31 March 2024.

Overall, NZX’s first quarter revenue reached $30.8 million – up 6.7%,
and operating earnings normalised to exclude integration and
restructuring costs, was $12.6 million – which is up 8.8% on the same
time last year.
Despite present market volatility, we remain cautiously optimistic for
2025 and we are maintaining our operating earnings guidance range
of $49 million to $54 million, which is subject to the usual market
risks and outcomes.

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[SLIDE: Resolutions]
We now move on to the formal business of the day.
All items of business are ordinary resolutions and are required to be
passed by a simple majority – being more than 50% – of the eligible
votes cast.
The resolutions that we will be voting on today are as follows:
• That the Board be authorised to determine the auditor’s fees
and expenses for the 2025 financial year;
• That Elaine Campbell, who retires and is eligible for election, be
elected as a director of NZX Limited; and
• That Peter Jessup, who retires and is eligible for re-election, be
re-elected as a director of NZX Limited.
As stated in the Voting/Proxy Form, all voting at today’s meeting will
be by way of poll and, accordingly, in my capacity as Chair I require
that a poll be held for each of the resolutions.
[SLIDE: Shareholders voting online]
Shareholders on MUFG’s virtual meeting platform will be able to cast
their vote using the electronic voting card received when online
registration is validated – voting will be open until the close of the
meeting.
Please refer to the virtual meeting portal guide or use the helpline
0800 200 220.
To vote, you will need to click “Get Voting Card” within the online
meeting platform.
You will be asked to enter your Shareholder or Proxy Number to
validate. Please then mark your voting card in the way you wish to
vote by clicking “FOR”, “AGAINST” or "ABSTAIN" on the voting card.

25

Once you have made your selection please click “Submit Vote” on
the bottom of the card to lodge your vote. Voting will remain open
until five minutes after the conclusion of the meeting and the results
of the vote will be announced via a market announcement on
nzx.com.
Your Board supports each of these resolutions and intends to vote
undirected proxies in favour of all three resolutions.
I will now introduce each of the resolutions in turn for discussion.
[SLIDE: Resolution 1 - Auditor]
Resolution one relates to the Board being authorised to fix the fees
and expenses of PwC as the company’s auditor for the 2025 financial
year. PwC is the current auditor of NZX.
I move, as an ordinary resolution, that the Board be authorised to
determine the auditor’s fees and expenses for the 2025 financial
year. Are there any questions from the floor on this resolution?
Are there any questions from shareholders online?
[IF NO QUESTIONS] – There are no questions on this matter from
shareholders joining online.
There appears to be no [further] discussion.
SLIDE: Resolution 2 – Elaine Campbell
Resolution two relates to the re-election of Elaine Campbell.
Elaine Campbell was appointed a director of NZX in February 2019.
Elaine retires by rotation in accordance with the Listing Rules and
offers herself for re-election.
The Board recommends Elaine Campbell to you as a director of NZX
and unanimously supports her re-election.
Being eligible, Elaine has confirmed she is available for re-election. I
invite Elaine to address the meeting on her proposed re-election.

26

ELAINE CAMPBELL
[Address from Elaine Campbell]
Thank you, Elaine. I move, as an ordinary resolution, that Elaine
Campbell be re-elected as a director. Are there any questions from
the floor on this resolution?
Are there any questions from shareholders online?
[IF NO QUESTIONS] – There are no questions on this matter from
shareholders joining online.
There appears to be no [further] discussion
SLIDE: Resolution 3 – Peter Jessup
Resolution three relates to the re-election of Peter Jessup.
Peter Jessup was appointed a director of NZX in January 2022. Peter
retires by rotation in accordance with the Listing Rules and offers
himself for re-election.
The Board recommends Peter Jessup to you as a director of NZX and
unanimously supports his re-election.
Being eligible, Peter has confirmed he is available for re-election. I
invite Peter to address the meeting on his proposed re-election.
PETER JESSUP
[Address from Peter Jessup]
Thank you, Peter. I move, as an ordinary resolution, that Peter Jessup
be re-elected as a director. Are there any questions from the floor on
this resolution?
Are there any questions from shareholders online?
[IF NO QUESTIONS] – There are no questions on this matter from
shareholders joining online.
There appears to be no [further] discussion.

27

[SLIDE: Voting]
We will now turn to voting, for any shareholders who have not
already cast a postal or proxy vote.
Shareholders should now submit their votes – select “for”, “against”
or “abstain”, alongside each resolution. Voting will be open until the
close of the meeting.
Once all the votes have been cast, they will be counted by the
Company’s share registrar, MUFG, and scrutinised by the company’s
auditor, PwC, who are in attendance at the meeting.
The results of today’s meeting will be released to the market on the
completion of verification of voting.
[SLIDE: Questions]
At this point we will open up to any questions from shareholders in
attendance and online on the financial results, the business update
or any other matters you would like to raise.
Please complete your voting while we take questions.
QUESTIONS FROM SHAREHOLDERS
Are there any items of general business from the floor to be
discussed?
Are there any items of general business from shareholders online to
be discussed?
[IF NO QUESTIONS] – There are no questions from shareholders
joining online.
There appears to be no further business for discussion.
Ladies and gentlemen, that brings us to the end of formal business
for NZX’s 2025 Annual Shareholders’ Meeting and I now declare the
meeting closed.

28


[SLIDE: Thank you]
Thank you.

---

Annual
Shareholders’
Meeting
Christchurch
1 May 2025

Today’s Meeting
2
•Welcome and strategic overview – John
McMahon, Chair
•Report on financial and business
performance – Mark Peterson, CEO
•Board priorities and 2025 key
performance indicators
•Resolutions
-Audit fees
-Re-election of Elaine Campbell
-Re-election of Peter Jessup
• Voting
• Questions
2

Voting and Asking Questions
3
Voting Card
Question box
3

Welcome and
strategic overview
John McMahon, Chair
4

Board Introduction
5
John McMahon
Chair
Dame Paula Rebstock
Deputy Chair
Elaine Campbell
Independent Director
Peter Jessup
Independent Director
Lindsay Wright
Independent Director
Frank Aldridge
Independent Director
Rachel Walsh
Independent Director
Sophie Spedding
Future Director

Image from Annual Report
6

7
Growing, Connecting, Adding Value 2018 - 2024

Positive Government
Engagement
8
• Improving regulatory settings to stimulate
market activity was a significant focus for NZX
in 2024
• NZX and a small industry group has worked
closely with the NZ Government and regulators
to encourage fair, efficient, and transparent
markets
• Government announced a package of intended
reforms in December 2024
• These reforms are specifically noted in the
Government’s latest quarterly action plan,
announced last month
8

Report on financial
and business
performance
Mark Peterson, CEO
9

Performance and Results
•In 2024 NZX delivered a a strong all-round
performance in another mixed year for global
markets
•The S&P/NZX 50 index (gross) produced a
return of 11.4% for 2024
•Capital listed and raised totalled $15.8 billion,
up 11.6% on 2023
•Value traded finished the year totalling $41.5
billion – up 22.9% on 2023
•Normalised operating earnings - excluding
integration and restructuring costs – were
$48.5m, up 21% on last year
10

Capital Markets Activity
11
•In 2024, $15.8 billion of capital was listed or
raised on market
•The package of proposed Government reforms
announced in December 2024 include:
•making the requirement to provide
prospective financial information for initial
public offers optional;
•changes to climate-related disclosure
settings to ensure they are workable and
right sized for the New Zealand market; and
•changes to general disclosure requirements –
alongside the Law Commission review into
director liability settings.
•ESG and green designated bonds remain in
favour, accounting for more than 30.3% of
the NZDX
-
5.00
10.00
15.00
20.00
25.00
2018201920202021202220232024
Capital Listed and Raised ($'billion)
Capital Raised5 Year Rolling Average (FY)

Market Development
12
•Ourstrategyto growcapitalmarketactivity
includesdevelopingandlaunchingnewproducts
•NZX partnered with BT Radianzto make
connectivity to our markets easier for
international participants and investors
•NZX Dark was launched, delivering $1.74
million of price improvement back to
investors in the first six months
•Positive progress made towards
relaunching our equities futures markets
(NZX 20 Futures)
0
10
20
30
40
50
60
2018201920202021202220232024
Value Traded / Cleared ($'billion)
Value Traded5 Year Rolling Average (FY)

Information Services
13
•InformationServiceshas had a compound
averagegrowthrate of 5.8%in the last five
years
•Royalty revenue from terminals decreased with
lower levels of real time data use, partially offset
by price increases (effective January 2024)
•Subscriptionsandlicenserevenuesincreased,
offset slightly by reduced subscriber numbers
•Audit and back dated licensing-indices revenue
increased to $1.2 million from $0.9 million in
2023
-
2.0
4.0
6.0
8.0
10.0
12.0
2018201920202021202220232024
Information Services Revenue ($'m)
H1 Revenue5 Year Average (HY)

Dairy
14
•Dairy remains an area of growth and is well
positioned across both the physical and futures
markets
•Dairy market derivatives partnership with SGX
saw 15.3% growth in lots traded
•Record monthly volume of 88,834 traded lots
achieved in May 2024
•GlobalDairyTrades’ underlying profitability
remains strong
-
100,000
200,000
300,000
400,000
500,000
600,000
20182019202020212022202320242025
SGX-NZXGlobalDairyDerivativesMarketSinceLaunch
20182019202020212022202320242025

Smart
15
•Smart ended 2024 with $13.5bn in funds
under management –up 22.6% from last
year
•Revenue grew 19.1% to $44 million
•Smart rebrand in October reflects its broader
ambitions and product range
•Smart launched four new ETFs, three
through a strategic partnership with iShares
by BlackRock
0
2,000
4,000
6,000
8,000
10,000
12,000
14,000
Jan-18Jan-19Jan-20Jan-21Jan-22Jan-23Jan-24
Funds Under Management ($'m)
15

NZX Wealth Technologies
16
•In December 2024, NZXWT achieved positive
cashflow from external client activities
•NZXWT won 12 new clients – 22 in the last two
years – and transitioned 11 clients on to its
platform
•Funds under administration grew 40.4% (or
$4.7bn), reaching $16.2bn, up from $2bn in 2018
•NZXWT is working with Smart on its infrastructure
services. This in turn will improve Group
operating leverage
0
2
4
6
8
10
12
14
2018201920202021202220232024
Funds Under Administration (FUA $'b)
SaaS ClientsOps & Custody ClientsFUA (Closing $'b)
16

OperatingCosts
16
•Costcontrolremainsa priority.Operating
expenses (excl. integration and restructure
costs) were up 5.8% to $72.2 million
•The increase reflects the full-year impact of
SuperLife and QuayStreet being integrated into
Smart
•Priority is on key projects that will deliver to our
strategy
•Investment into modernising Smart by
implementing the NZXWT platform –a two-year
project to improve client experience and deliver
better efficiency
-
10,000
20,000
30,000
40,000
50,000
60,000
2018201920202021202220232024
Operating Earnings
(excl. acquisition, integration & restructure costs - $'m)
H1H2
17

Depreciation& Amortisation
18
• NZX'sthreelargestcostsareEmployees(64%),
Technology(21%)andAmortisation($14.2million
per annum)
• Amortisationof capitalisedNZXWT’s costs
accountsforaround47%of thetotalamortisation
charge
• NZXWT capitalisesthestaffcostand a portionof its
overheadrelatingto newclienttransitions onto the
NZXWT platform
• InvestmentintoNZXWT andthe associated
amortisationovertimeis the"cost"of buildingthis
business. It is aninvestmentintothefuture
-
1,000,000
2,000,000
3,000,000
4,000,000
5,000,000
6,000,000
7,000,000
8,000,000
9,000,000
10,000,000
2018201920202021202220232024
NZX Wealth Technologies
CAPEX/Depreciation & Amortisation
CAPEXDepreciation & Amortisation
18

Operating Responsibly
19
•In 2024NZXachievednetcarbonzero
certificationforthefourthyearin a rowfrom
Toitū Envirocare
•Under the new mandatory climate
disclosures, NZX reports on governance,
strategy, risk and targets related to climate
change
•A refreshed environmental sustainability
approach was integrated into the Group’s
broader strategy
•In 2024 NZX joined the Sustainable Business
Council

Our People
20
•NZX has an engaged and performance-orientated
culture, which it endeavours to maintain and
improve
•Ourpeoplecontinueto showhugecommitmentto
thebusinessandtheopportunitiesin frontof us
•In 2024 we achieved a record staff engagement
score
•Ourgenderpaygapis 16.6%.Wearefocused
on improvingthis,whileensuringwehirethe
best skillsfor new roles

Deliveringto our Growth
Strategy
•NZXis nowa moreintegratedandresilient
financialmarketsinfrastructureandservices
business
•Looking out to 2028 the strategy is to:
•round out our product offering in Capital
Markets;
•leverage the global connections and
partnerships we have made and build further
market reach; and
•drive scale, efficiencies and operating leverage
across the businesses – including Smart and
NZX Wealth Technologies
21

Dividends
22
•The dividend reinvestment plan has been
suspended
•TheNZXBoarddeclareda finaldividendof 3.1
centspersharecontributingto a FY2024dividend
of 6.1centspersharefullyimputed
•NZX’sdividendpolicyis to pay80%to 110%of
adjustednet profitaftertaxovertime(subjectto
regulatorycapital requirements)

2025KPIs
23
•Capital listed and raised -$16.0 billion
•Total value traded/cleared - $41.5 billion
•Dairy Derivatives lots traded – 0.78 to 0.93 million lots
•Information Services revenue growth –increase 2.0%
•Smart Funds Under Management – increase 10.8%
•NZXWT – migrate pipeline of new clients onto the
platform and further improve cashflow positivity

Outlookfor 2025
• NZX has had a solid start in 2025, though remains
cautious given heightened macroeconomic and
geopolitical uncertainty
• First quarter revenue reached $30.8 million – up 6.7%
• Operating earnings for Q1 was $12.6 million – up 8.8%
(normalised to exclude integration and restructuring
costs)
• Our unchanged operating earnings guidance range of
$49 million to $54 million is subject to the usual market
risks and outcomes
24

Resolutions

ShareholdersVoting Online
•Shareholderswillbeableto casttheirvoteusingtheelectronic
votingcardreceivedwhenonlineregistrationwasvalidated
•Tovote,youwillneedto click“GetVotingCard”withinthe
meetingplatform
•Youwillbeaskedto enteryourShareholderorProxyNumber
to validate.Pleasethenmarkyourvotingcardin thewayyou
wishto votebyclicking“FOR”,“AGAINST”or"ABSTAIN"on
thevotingcard
•Onceyouhavemadeyourselectionpleaseclick“Submit
Vote”onthebottomof thecardto lodgeyourvote
•Themeetingandtheresultsof thevotewillbeannouncedvia
a marketannouncementonnzx.com
•TheNZXBoardsupportseachof theresolutionsandintends
to voteundirectedproxiesin favourof thesethree resolutions
•Linkhelpline:0800200220
26

Resolution1: Auditor
ThattheBoardbeauthorisedto determinethe
auditor’sfeesandexpensesforthe2025financial
year.
27

Resolution2:
Re-electionof Elaine
Campbell
Tore-electElaine Campbell asa directorof NZX
Limited.
Elaine has more than 20 years’ executive experience, primarily in financial and
capital markets, and the IT and telecommunications industry. Elaine is the Chief
Legal, Governance and External Relations Officer at NZX-listed SkyCity.
Immediately prior to this role, she was on the executive team at NZX-listed
Chorus, most recently as the Executive GM of Fibre Access and prior to that, as
the Chief Corporate Officer and General Counsel.
Elaine spent five years at the Financial Markets Authority as Director of
Compliance before joining AMP as an executive director and General Counsel.
Elaine was on the executive team at NZX from 2002 to 2008, where Elaine led
the demutualisation and listing of NZX and was responsible for the insourcing of
regulatory functions, along with chairing Smart. She has previously worked in the
UK and USA for multinational Sun Microsystems.
Elaine is a member of the NZX Human Resources & Remuneration Committee,
and is also a director of NZX’s subsidiary NZX Regulation Limited. The Board
has determined that, in its view, Elaine Campbell is an Independent Director (as
defined in the Listing Rules).
28

Resolution3:
Re-electionof Peter
Jessup
Tore-electPeter Jessup asa directorof NZX
Limited.
Peter joined the NZX Board in January 2022, following his appointment to the
Technology Committee in April 2021.
He brings more than 35 years’ financial markets IT experience – including
trading, surveillance, clearing, depository and settlement systems. Peter is a
capital markets consultant with Accenture prior to which he led the Market
Infrastructure Business Development team at LSEG and was Senior Vice
President at Nasdaq’s Global Technology Services group.
In Peter’s earlier career he worked for NZSE (New Zealand Stock
Exchange), where he played a key role in automation of the exchange,
including the implementation of electronic settlement and automated trading
technology.
Peter is Chair of the Technology Committee and a member of the Clearing
Committee.
29

Voting

Questions

Thankyou