NZX Full Year 2025 Results & Annual Report Published

Proudly backing
New Zealand
2025
Annual Report

As New Zealand’s
Exchange, a leading
investment funds manager,
and a technology funds
platform, we are guided
by our commitment to
helping Kiwi companies,
investors and New Zealand
get ahead with confidence.
For businesses
we provide the capital pathways
and market expertise – from listing
planning, connecting with investors,
to ongoing management and
compliance – they need to grow.
NZX Annual Report 2025
2

For investors
we offer access to many of
New Zealand’s largest and most
innovative companies, enabling them
to build and protect their wealth,
invest for retirement and contribute
to the success of the industries
powering our economy.
And for NZ
we play a central role in
strengthening the capital markets
that underpin economic growth.
We work closely with Government
and industry to unlock investment,
improve market liquidity and remove
barriers to growth.
NZX Annual Report 2025
3

Nā tō rourou,
nā taku rourou
ka ora ai te iwi
With your food basket and my food
basket, the people will thrive
About this report
Welcome to the NZX 2025 Annual Report:
Proudly backing New Zealand.
The report outlines the work the NZX Group has
done this year to deliver sustainable wealth, value and
opportunities for all.
The report’s theme demonstrates:
• NZX’s progress in delivering to our strategy of growing
a more integrated financial markets infrastructure and
services business;
• The strong New Zealand market links between the
component businesses in the NZX Group;
• How NZX is creating value to our shareholders and
New Zealanders; and
• The successful actions we are undertaking with
government and industry on capital market reform to
boost market activity and New Zealand’s productivity.
The report includes our full Financial Statements (and
Notes to the Financial Statements) for the year ended
31 December 2025, along with commentary on the
Company’s financial results and operational performance.
The Business Year (How We Performed and Who We
Are) and the NZX Group Overview (How We Deliver
Value) provide information on our key performance
and organisational metrics as well as our Purpose,
Vision and Strategy.
Stakeholders, customers and investors can also read
our performance in Operating Responsibly that covers
our environmental social and governance (ESG) matters.
It is broken down into three sections (Our People,
Our Environment, and Our Markets and Economic
Performance).
Our Remuneration section aligns with the voluntary
NZX Remuneration Reporting Template for Listed Issuers.
The Governance section of the report describes how
we set the objectives and direction for the business,
and the framework for identifying and managing risks is
outlined in the Risk Report.
Our corporate governance policies are available
online at https://www.nzx.com/about-nzx/investor-
centre/governance/policies
NZX Limited is registered with the New Zealand
Companies Office and our New Zealand Business
Number (NZBN) is 9429036186358.
This report is dated 25 February 2026 and is signed
on behalf of the Board of NZX Limited by John McMahon
(Chair), and Lindsay Wright (Chair of the Audit and
Risk Committee).
NZX Annual Report 2025
4

Contents
1. Business Year
How we performed 6
Who we are 8
Year in review 202510
2. NZX Group Overview
How we deliver value 30
Strategic priorities 32
Our Board 34
Our Leadership Team36
3. Operating Responsibly
Overview40
Our people 42
Our environment 46
Our markets & economic performance48
4. Corporate Governance
52
5. Remuneration
63
6. Risk Reporting
73
7. Financial Statements
82
8. Independent Auditor’s Report
123
9. Statutory Information
130
10. Appendices
137
NZX 2025 Climate Report 138
GRI Content Index 151
Getting in touch
155
P. 6
P. 3 0
P. 4 0
P. 5 2
NZX Annual Report 2025
5

Still to do
How we
performed
Funds Under Management
$15.8b
17.6%
Total Value Traded
$41. 2b
0.9 %
Information Services Revenue
$20.2m
1.5%
Dairy Derivatives Lots traded
815, 494
22.2%
Funds Under Administration
$19.9b
23.1%
NZX Annual Report 2025
6

Still to do
Data highlighted on pages 6 and 7 is “for the financial year ended 31 December
2025” or “as at 31 December 2025” (as applicable). Percentage changes represent
the movement from 2024 to 2025, except Funds Under Management and Funds
Under Administration which are the movement in balances at 31 December 2024
to 31 December 2025.
* Operating earnings are before net finance expense, income tax, depreciation,
amortisation, loss on disposal of assets, gain on lease modification, change in fair
value contingent consideration, impairment loss on goodwill and share of profit of
associate. Operating earnings is not a defined performance measure in NZ IFRS.
The Group’s definition of operating earnings may not be comparable with similarly
titled performance measures and disclosures by other entities.
Excludes one-off integration and restructure costs of $1.8 million in 2025
(2024: $1.3 million). Operating earnings including one-off integration and
restructure costs increased 11.0% to $51.7 million.
** “Like-for-like” net profit after tax excludes the 2024 accounting adjustments
to the fair value of the QuayStreet earnout provision, offset by a partial write
down in the value of the energy contracts with the Electricity Authority. The 2024
financial information has also been restated for a change in accounting policy
(refer to Financial Statements Note 8). “Like-for-like” net profit after tax for 2024 was
$17.9 million, with 2025 NPAT up 20.2% year-on-year.
6.3¢
Capital Listed & Raised (billions)
0
5
10
15
20
25
20252024202320222021202020192018201720162015
Prior 5 Years Rolling Average (FY)
Capital RaisedFCG
Total Capital Listed and Raised
$21.5b
(New + secondary)
35.9%
Dividend (Fully imputed)
cents per share
Operating Earnings
*
$53.5m
11.6%
Net Profit After Tax
**
$21.5m
14.2% 20.2% on like-for-like NPAT
Total capital listed and raised was $14.4 billion for the period,
excluding Fonterra Co-operative Group’s transfer to the NZX Main Board.
NZX Annual Report 2025
7

NZX operates New Zealand’s equity, debt, funds,
derivatives and energy markets. To support the growth of
our markets, we provide trading, clearing, settlement,
depository, and information services for our customers.
NZX also owns Smart, New Zealand issuer of
listed Exchange Traded Funds (ETFs); KiwiSaver,
investment, superannuation and insurance provider
SuperLife; and diversified fund manager QuayStreet
Asset Management.
NZX Wealth Technologies is a 100%-owned subsidiary
delivering comprehensive online platform functionality
to enable New Zealand investment advisors and providers
to efficiently manage, trade and administer their
clients’ assets.
NZX is responsible for monitoring and enforcing the
rules under which NZX's markets operate. This applies
directly to issuers, market participants and indirectly
(through market participants) to investors. This function is
undertaken by NZ RegCo, an independently
governed entity.
Learn more about us at: www.nzx.com
Total Market Capitalisation
$247b
Listed equity, debt and funds
4.7%
Issuer relationships
323
Total listed equity, debt, funds and other securities
2.4%
Secondary Markets
10.5m
Trades in 2025, with a total value of $41.2b
13.3%
Information Services
6 ,14 6
Professional data terminals
0.5%
Smart
160,686
Members across KiwiSaver, investment,
superannuation, and insurance solutions
2.1%
NZX Wealth Technologies
59, 4 31
Investor portfolios, with total Funds Under
Administration of $19.9b.
9.0%
Who we are
NZX Annual Report 2025
8

New Zealand
NZX Operations
(Wellington and Auckland)
Head Offices of NZX-listed
Companies
Global affiliations
ASX – Sydney
HKEX – Hong Kong
LSE – London
NASDAQ – New York
SGX – Singapore
TMX – Toronto
SPSE – Suva
SSE – Shanghai
WFE – World Federation of Exchanges
SSE – Sustainable Stock Exchanges Initiative
EEX – European Energy Exchange
Full-time equivalent employees
(excluding contractors & consultants)
356.3
Employees (FTE) by
Business Unit
71.0
80.2
109.3
15.1
80.7
Employees by
Age Group
26.0%
21.9%
24.1%
19.2%
3.9%
4.9%
Gender Diversity
All Employees
34.0%
15.3%
8.8%
41.1%
0.8%
Capital MarketsNZ RegCo
Corporate
Services
SMART
Wealth Tech
<30 years30–39 years
40-49 years50-59 years
≥60 yearsNot declared
49%
4%
3%
2%
1%
28%
13%
Ethnic diversity of NZX
European/Pākehā
Asian
Undisclosed
MELAA
Other Ethnicity
Māori
Pacific Peoples
Female ManagersFemale Employees
Male ManagersMale Employees
Other
Gender Diversity of Board & Officers
4
4
3
8
Female Officers
Male Officers
Female Directors
Male Directors
Note: In 2025, ‘Capital Markets’ has been split into Capital Markets and Corporate Services Business Units.
New Zealand presence connecting a world of investments to NZ businesses
2024: 4 female Officers,
7 male Officers, 4 female
Directors, 3 male Directors
NZX Annual Report 2025
9

NZX exists to connect people, businesses and capital.
For 160 years we have helped with capital formation,
allowing companies to meet their growth aspirations.
Public markets continue to provide the best and most
transparent way to do this.
The 2025 results of NZX Group (“NZX” or “the Company”
or “Group”) demonstrated our triple strength as a market
operator, funds manager and funds technology platform.
The Group produced a strong operating financial result
despite another volatile year for the local market. The result
included operating earnings (EBITDA)
1
(excluding one-off
integration and restructure costs) of $53.5 million, towards
the upper end of the guidance range. Net Profit after Tax
(“NPAT”) was $21.5 million. On a like-for-like comparison,
this is up 20.2% from $17.9 million in 2024
2
.
As outlined in our 2025 half-year results, the Company
lifted operating earnings in H1 2025 despite a mixed
performance for the first six months of the year. A strong
first quarter was offset by a weaker second quarter due to
increased market uncertainty and economic volatility
caused by mounting geopolitical and trade tensions.
This created market uncertainty and affected asset prices.
Mark Peterson
CEO
John McMahon
Chair
Proudly backing
New Zealand
Year in review
NZX Annual Report 2025
10

H2 2025 saw New Zealand’s short-term interest rates
continue to fall, a drop in international trade concerns,
and a boost in market activity. The level of new issuance,
alongside three companies listing in the last quarter of
the year, demonstrated the value of being NZX-listed in
a capital constrained environment. More companies are
showing interest in coming to market and this bodes well
for 2026.
At the same time, our funds manager Smart and our
funds administration platform provider NZX Wealth
Technologies (NZXWT), continue to go from strength to
strength and are key components of the Group’s growth
strategy. NZX has exposure to long-term structural tail
winds from equity market growth, increases in the use of
exchange-traded funds (ETFs), and significant future
growth in KiwiSaver fund contributions. At the end of 2025,
New Zealand's estimated KiwiSaver funds under
management totalled $130 billion. It is estimated this will
increase more than five times that amount by 2050.
As New Zealand’s Exchange, NZX continued to invest
in the necessary technology infrastructure and products
in 2025 that support the growth and effective running of
New Zealand’s capital markets, and the country’s economic
prosperity. In addition, we maintain positive relationships
with Government, regulators and stakeholders to ensure
New Zealand’s rules, regulations and settings are fit for
purpose, balancing investment and growth opportunities
with costs and appropriate protections. NZX is well
positioned for the future.
Results overview & key highlights
NZX lifted operating earnings and operating leverage,
highlighting the resilience of the Company through
market cycles.
The Company generated 2025 operating earnings
(EBITDA) of $51.7 million – up 11.0%. Normalised operating
earnings (EBITDA), excluding one-off integration and
restructure costs, increased 11.6% to $53.5 million, with:
• operating revenue increasing 7.3% to $129.0 million;
and
• operating expenses, excluding one-off integration and
restructure costs, increasing 4.5% to $75.5 million.
1 Operating earnings (EBITDA) is before net finance expense, income
tax, depreciation, amortisation, loss on disposal of assets, gain on lease
modification, impairment loss on goodwill, change in fair value of contingent
consideration and share of profit of associate. Operating earnings is not
a defined performance measure in NZ IFRS. The Group's definition of
operating earnings may not be comparable with similarly titled performance
measures and disclosures by other entities.
NZX produced a net profit after tax (NPAT) of
$21.5 million for the year. This was up from $17.9 million
in 2024, or 20.2% on a like-for-like basis.
Earnings per share (EPS) increased (from 5.5 to 6.5 cents
per share on a like-for-like basis) in line with the strong
uplift in normalised NPAT, demonstrating the benefits of
operating leverage across the business. Free cash flow
also strengthened over the year, reflecting the earnings
growth and normalised capex levels. This improvement
enhances NZX’s capacity to continue investing in strategic
initiatives while sustaining a reliable dividend profile
for shareholders.
2 “Like-for-like” comparisons exclude the impact of 2024 accounting
adjustments to the fair value of the QuayStreet Asset Management
(QuayStreet) earnout provision (change in fair value of contingent
consideration), and partial write down in the value of the energy contracts
with the Electricity Authority (impairment loss on goodwill). The 2024 financial
information has been restated for a change in accounting policy (refer to
Financial Statements Note 8). Initial and subsequent listing fees are now
recognised evenly over five and three years respectively. Previously initial
and subsequent listing fees were recognised when the listing or subsequent
capital raising event had taken place. Like-for-like NPAT for 2024 has reduced
from $18.3 million to $17.9 million as a result.
Operating Earnings (EBITDA)
1
11. 6
%
2025 $53.5m
2025 total dividends
6.3¢
2024 6 .1¢
NZX Annual Report 2025
11
1. Business Year

Dividend
The Directors have declared a fully-imputed final dividend
of 3.3 cents per share (2024: 3.1 cents) to be paid on 2 April
2026 to shareholders registered as at the record date of
19 March 2026. Total dividends for the 2025 Financial Year
are 6.3 cents per share fully imputed (2024: 6.1 cents).
How we performed – the Group’s key performance
measures
In 2025 the Company demonstrated clear momentum
towards achieving its strategic goals. Healthy
performances came from:
• Capital listed and raised – reached $22 billion, an
increase of 35.9%. This was primarily driven by listing
activity in equities and retail debt. It also includes the
move of Fonterra from its own private market to the
NZX Main Board
• Market activity – value traded finished the year totalling
$41.2 billion.
• Dairy market derivatives partnership with Singapore
Exchange (SGX) – saw continued volume growth for lots
traded, increasing 22.2% to 815,494. In December we
achieved a record for the number of lots traded (103,903)
in a month
• Smart finished 2025 with $15.8 billion in funds under
management – up 17.6% from 2024
• NZXWT onboarded 13 clients onto its platform bringing
the total number of clients to 45. In December, NZXWT
announced it would be extending the services it provides
to Craigs Investment Partners to include their custody
and private wealth business. NZXWT has funds under
administration of $19.9 billion – up 23.1% from 2024.
NZX Group 2025 AR Year in Review tables
Performance Indicators
Performance indicatorsFY25 Target2025 Actual2024 Actual% Change
Operating earnings (EBITDA) pre integration &
restructure costs ($ million)
1
49.0 - 54.053.547.9
2
11.6%
Capital listed & raised ($ billion)16.021.5
3
15.835.9%
Total value traded ($ billion)41.541.241.5(0.9%)
Dairy derivatives lots traded (k)780 - 930815.5667.522.2%
Information Services (excl. one-off revenue)
($ million)
Grow 2.0%20.218.87.7%
Smart funds under management ($ billion)Grow 10.8%15.813.517.6%
Wealth Technologies annual recurring revenue
($ million)
13.210.822.2%
1Operating earnings (EBITDA) are before net finance expense, income tax, depreciation, amortisation, loss on disposal of assets, gain on lease modification, change in fair
value of contingent consideration, impairment loss on goodwill and share of profit of associate. Operating earnings is not a defined performance measure in NZ IFRS. The
Group's definition of operating earnings may not be comparable with similarly titled performance measures and disclosures by other entities. EBITDA including integration &
restructure costs was $51.7 million.
2Restated. Refer to the Financial Statements Note 8.
3Total capital listed and raised was $14.4 billion for the year, excluding Fonterra Co-operative Group’s transfer to the NZX Main Board.
1
NZX Annual Report 2025
12

NZX Group 2025 AR Year in Review tables
Summary Financial Performance
Summary Financial Performance ($ million)20252024
1
% Change
Revenue
Markets60.862.5(2.7%)
Funds Management (Smart)51.843.917.8%
Wealth Technologies12.59.926.2%
Corporate Services1.30.781.2%
Regulation4.04.00.6%
Inter-segment elimination(1.4)(0.9)57.6%
Total operating revenue129.0120.17.3%
Personnel costs(48.4)(46.3)(4.5%)
Information technology costs(16.2)(15.2)(6.6%)
Other costs(10.9)(10.7)(1.6%)
Total operating expenses excl. integration & restructure costs(75.5)(72.2)(4.5%)
Operating earnings (EBITDA) pre integration & restructure costs
2
53.547.911.6%
EBITDA Margin (%)41.5%39.9%4.0%
Integration & restructure costs(1.8)(1.4)(31.7%)
Operating earnings (EBITDA)
2
51.746.511.0%
Depreciation & amortisation
- Wealth Technologies(8.6)(6.9)(24.3%)
- Acquired management rights(3.4)(3.3)(1.8%)
- Other(7.3)(7.8)5.5%
Change in fair value of contingent consideration-10.9n/a
Impairment loss on goodwill-(3.7)n/a
Investment in associate and other gains0.30.6(42.8%)
EBIT32.736.3(9.9%)
Net finance expenses(3.4)(3.6)3.9%
Net profit before tax29.332.7(10.5%)
Tax expense(7.8)(7.7)(1.4%)
Net profit after tax21.525.0(14.2%)
1Restated. Refer to the Financial Statements Note 8.
2Operating earnings (EBITDA) are before net finance expense, income tax, depreciation, amortisation, loss on disposal of assets, gain on lease modification, change in fair
value of contingent consideration, impairment loss on goodwill and share of profit of associate. Operating earnings is not a defined performance measure in NZ IFRS. The
Group's definition of operating earnings may not be comparable with similarly titled performance measures and disclosures by other entities.
2
FINANCIAL PERFORMANCE
At a Group level, operating revenue increased by 7.3% to
$129.0 million. This was mainly driven by revenue growth
from Smart and NZXWT, partially offset by the impacts
of i) the Fonterra contract ceasing on its move to the
NZX Main Board, and ii) there being no one-off audit and
back dated revenue (one-off audit revenue in FY2024 was
around $1.2 million).
NZX Annual Report 2025
13
1. Business Year

NZX Group 2025 AR Year in Review tables
Markets Performance
Markets performance ($ million)20252024
1
% Change
Capital Markets Origination16.716.60.6%
Secondary Markets23.926.0(8.0%)
Information Services20.219.91.5%
Markets revenue60.862.5(2.7%)
Markets EBITDA excl. restructure costs38.941.1(5.4%)
EBITDA Margin excl. restructure costs63.9%65.7%(2.8%)
Key Operating Metrics
Equity Market capitalisation (ending, $ billion)182.3167.39.0%
Equity listed & raised ($ billion)14.2
2
5.5158.2%
Debt listed & raised ($ billion)5.18.4(39.3%)
Funds listed & raised ($ billion)2.21.915.8%
Total value traded ($ billion)41.241.5(0.9%)
Dairy lots traded (k)815.5667.522.2%
1Restated. Refer to the Financial Statements Note 8.
2Equity listed and raised was $7.1 billion for the year, excluding Fonterra Co-operative Group’s transfer to the NZX Main Board.
3
CAPITAL MARKETS
Group operating expenses, excluding integration and
restructure costs, were $75.5 million – up 4.5% on the same
period last year.
Staff remuneration is NZX’s single largest cost. While
restructures partly offset the annual pay increase and lower
capitalisation levels, overall staff remuneration has risen
due to increased headcount. This reflects the continued
investment in Smart’s capability to support operational
delivery and strategic priorities. Information technology
costs were impacted by increased infrastructure services
and data feeds, inflation and foreign exchange rates.
Professional fees have seen the increased use of legal
advice, financial and other consulting services. NZX
continues to maintain a strong focus on cost management.
Group operating earnings (EBITDA) for 2025 were
$51.7 million – up 11.0.%. Normalising, by excluding
integration and restructure costs, Group operating
earnings (EBITDA) were $53.5 million – up 11.6%.
Integration and restructure costs in 2025 relate to
ongoing QuayStreet integration, activities to mature and
generate efficiencies in Smart operations, and
restructuring within the corporate functions.
Depreciation and amortisation increases were mainly
due to the transitioning of new clients onto NZXWT’s
platform in 2024 and 2025. The transition cost is
capitalised and then amortised over five years.
2024 included one-off accounting adjustments to the
fair value of the QuayStreet Asset Management
(QuayStreet) earnout provision (change in fair value of
contingent consideration), and partial write down in the
value of the energy contracts with the Electricity Authority
(impairment loss on goodwill).
The net profit after tax (NPAT) of $21.5 million increased
20.2% on 2024 on a like-for-like basis (excluding one off
accounting adjustments).
NZX Annual Report 2025
14

Even through ongoing economic uncertainty, the market
was able to support companies raising equity and debt
capital with capital listed and raised reaching $21.5 billion.
This includes Fonterra Co-operative Group’s (FCG) transfer
to the NZX Main Board.
NZX’s total market capitalisation of $247 billion is made
up of approximately $182 billion in equity, $56 billion in
debt and $9 billion in investment funds, which represents
about 56% of GDP. Developed economies and markets
across the globe would typically have market
capitalisations in excess of 100% of GDP, indicating the
opportunity for NZX here in New Zealand.
Large capital raises and placements were facilitated
throughout 2025. These include:
• Contact Energy equity capital raise – $1.5 billion;
• Ryman Healthcare placement and accelerated
non-renounceable entitlement offer – $ 1 billion; and
• ASB Group debt listing – $1.2 billion.
Primary listing and secondary issuance revenue is now
recognised over five and three years respectively. For the
mix of capital raised in 2025 (i.e. across equity, debt and
funds excluding FCG), each $1 billion issued or raised is
approximately $360,000 of fees to NZX recognised over
the following three to five years.
Origination & support for listed issuers
NZX’s Capital Markets Origination (CMO) team continues
to actively engage with prospective companies looking to
list and with listed issuers seeking to use the market to
further their growth aspirations (see case study on the
team on page 50).
Our strategy is to focus more deliberately on outbound
engagement — actively connecting with a wider range of
companies and deepening our relationships across
investment banks, law firms, accounting firms, private
equity, and sponsor networks to grow our future listings
pipeline. While NZX’s primary focus remains on domestic
opportunities, we are also investing in strengthening
relationships across the Australian market, with the
objective of supporting future dual listing activity into
New Zealand.
The team has also been advocating for appropriate and
workable capital market regulatory settings. This included
NZX and friends of New Zealand’s capital markets
successfully persuading Government for prospective
financial information for initial public offers to become
optional, and changes to climate-related disclosures.
In 2025 NZX was pleased to welcome three new listings
to the market. Two of these, Australian-based Uvre Limited
(now Mineral Exploration) and Manuka Resources are
looking to receive the benefits of listed company status
through a foreign exempt listing. The third company,
Locate Technologies, moved its listing from ASX to NZX
in December. All the new companies that listed noted the
high-quality support and engagement they had received
from the CMO team.
NZX Annual Report 2025
15
1. Business Year

Co-operative companies are a predominant feature of
New Zealand’s economy, with the top 30 co-operatives
employing around 48,000 people and generating
approximately $52 billion in revenue
1
. Many co-operatives
are capital constrained and cannot easily raise growth
capital from existing members. In 2025 NZX engaged with
many of these potential issuers and published guidance to
illustrate the regulatory flexibility that may be available to
support a pathway to listing.
In addition, it was positive to note that “asset recycling”
– an approach for New Zealand that NZX has been strongly
advocating for some years – entered public discussion in
2025 following comments made by the Prime Minister.
Asset recycling is where existing public assets – such as
central government-owned companies or local government
ones, such as ports, airports, and lines companies – are
monetised to release capital and that money is recycled to
use on other public infrastructure. As our CMO team has
noted to local authorities it has engaged with, listing or
partially listing those assets on the NZX provides a practical
option to raise capital that can go into other higher priority
public assets that need investment. It is transparent,
democratic and, as we have seen with Napier Port, can be
hugely successful for all.
Finally, our liquidity growth strategy also has a strong
focus on growing our participant pipeline, by onboarding
and supporting participants in a manner that is designed
to grow the investor base for NZX’s markets. This includes
strategic initiatives set up for 2026 designed to support
proprietary trading, low latency high frequency trading and
enhancing the retail investor base.
Likewise, our CMO team continues to support issuers
and their investor relations activity through high-quality
communication and engagement opportunities. In 2025
we provided podcasts, spotlight videos, virtual investor
events, education workshops and social media support
enabling issuers to connect to a broader investment
community.
Our high-tech ticker on the exterior of the NZX Capital
Markets Centre building in Auckland’s Queen Street –
along with the ticker in Wellington – gives us a great
opportunity to effectively promote achievements and
milestones of New Zealand’s listed companies and the
capital markets community to a broader audience.
1 2025 New Zealand Cooperative Economy Report published by Co-operative
Business New Zealand
NZX Annual Report 2025
16

Secondary markets – Cash Equities and Debt
Trading and clearing value was $41.2 billion – just slightly
behind 2024 levels. Trading revenue was positively
impacted by a reduction in the uncharged value (caused
by large index rebalance trading days where fees on value
traded exceeds the fee cap) (2025: 9.2%; 2024: 13.6%).
Secondary Markets – Dairy derivatives and
Global Dairy Trade
Dairy markets are an area of significant growth for NZX
and we remain well positioned across both the physical
and futures markets. NZX holds a 33.3% stake in
GlobalDairyTrade (GDT) alongside Fonterra and the
European Energy Exchange.
Alongside this, the expected significant growth from
the SGX strategic partnership in dairy derivatives is being
achieved. This demonstrates the value of NZX driving
strategic international partnerships.
Dairy derivatives highlights include:
• 22.2% growth, including a new record for lots traded
in a month in December (103,903);
• Five new financial (liquidity provider) firms signed on to
support the development of liquidity in these important
contracts; and
• NZX and SGX jointly hosted a record 190 delegates
at the annual Global Dairy Seminar in Singapore in
October 2025.
Dairy derivatives’ growth momentum continues, with a
broader range of participants entering the market, including
more speculators, an increase in commercial hedgers,
further sophistication in option structure trading, and a
growing number of banks/brokers offering structured
products that boost liquidity. This evolution positions the
market to scale significantly from 0.34 times the underlying
physical volume, to reach one to two times this as
speculator and commercial hedger participation expands.
GDT completed an auction platform upgrade in H1 2025
and has brought the system in-house. This has improved
business agility and is more cost effective. This impacted
GDT’s profitability in 2025. However, we expect our share
of associate profit to revert to past levels in 2026.
In August Lloyd Cartwright was appointed as GDT’s new
Chief Executive. Lloyd has more than 30 years’ experience
in global financial services both in New Zealand and
internationally. He will be driving GDT’s next phase of
innovation and growth.
Information Services
Information Services revenue increased 7.7% excluding audit
and back-dated revenue (2025: $nil; 2024: $1.2 million),
which is dependent on the timing of audit completions.
The royalties from terminals revenue increased by 6.7%
relating to price increases (effective January 2025) offset by
the mix of average terminal numbers being lower for
professional terminals and higher for retail terminals.
Subscriptions and licenses revenue relate to the provision
of markets data to other participants in the capital markets.
Subscriptions and licences revenue increased 9.7%,
reflecting increased license numbers and price increases,
partially offset by a decrease in direct data subscriptions.
Indices revenue is generated in partnership with S&P
and is driven by licensing to the fund management sector.
Market opportunities update
Our strategy for capital markets has for the last few years
focused on accelerating our product innovation to unlock
new markets and sources of liquidity to meet local and
global demand.
This includes:
• NZX Dark – our anonymous mid-point trading venue
has completed its first full calendar year after launching
in June 2024. Highlights from 2025 include:
—$1.7 billion of value traded delivering $4.6 million
of price improvement back to the market;
—Mid-point execution occurring in 126 distinct
securities; and
—6.63% of on-market value traded, well above our
two-year target of 4%.
• S&P/NZX 20 Futures – New Zealand has not had an active
equity futures product since the New Zealand Futures and
Options Exchange was sold to the Sydney Futures Exchange
in 1991 (SFE subsequently closed it down). It has been a
significant product gap in the New Zealand market. In 2025
NZX accomplished key milestones in relation to the launch
of the S&P/NZX 20 Index Futures Contract. This included the
completion of testing of the connectivity of our systems with
12 participants who will trade the product. We have the
backing of global banks to provide risk capital for market
making and are confident we will deliver the product in H1
2026. A liquid equity derivatives market will help drive
growth in the broader capital markets through additional
cash market trading, participation and data revenues.
NZX Annual Report 2025
17
1. Business Year

In addition, we have also been considering ways in
which the market arrangements in New Zealand could be
enhanced to create efficiencies for our participants and
investors. In late 2025 we commissioned independent
analysis in relation to the benefits of enhancing
New Zealand’s arrangements for depositories which form
part of the infrastructure of the financial markets system.
In particular we are interested in exploring the benefits
of a single set of clearing, settlement and depository
infrastructure as opposed to the dual model where NZ
Clear (owned and operated by the Reserve Bank of
New Zealand) operates a separate depository to NZX
Clearing. This is highly inefficient, costly on investors and
makes New Zealand an international outlier. Having a
single clearer would reduce the cost of capital in
New Zealand and encourage greater investment. We
consider this proposition could be highly beneficial,
enabling more efficient and cost-effective outcomes for
the New Zealand markets.
Achieving success: government market reforms being
delivered to encourage investment
Alongside the Company’s initiatives to grow New Zealand’s
capital markets, NZX – and representatives of the
New Zealand capital markets community – have continued
to engage with the financial markets sector, Government
Ministers and officials, and regulatory agencies on a broad
reform package to reduce the costs and barriers faced by
companies listed or listing in New Zealand.
This year we achieved significant success with the
Government for changes we have been advocating for.
On 12 June prospective financial information (PFI) for initial
public offers in disclosure documents was made optional.
NZX understands the cost of providing PFI ranges from
around $150,000 to $500,000 and is a major factor that
causes New Zealand advisers to recommend companies
list elsewhere where PFI isn’t mandatory.
In October the New Zealand Government announced
it would make changes to climate-related disclosures for
NZX-listed companies, lifting the market cap reporting
threshold from $60 million to $1 billion, removing deemed
director liability for directors, and removing managed
investment schemes (such as Smart) from all reporting.
These adjustments are practical and sensible, and
were strongly welcomed by the New Zealand issuers
and companies looking to list. NZX wishes to acknowledge
the Government and Commerce Minister Scott Simpson
in particular, for listening to, and acting on, the concerns
raised.
NZX continues to engage with the Government on
removing regulatory roadblocks that are hindering
investment and access to capital for New Zealand
companies and projects. These align with initiatives
outlined in the Growing New Zealand’s Capital Markets
2029 report released in 2019. This includes specific
changes to disclosure documents and tax reforms
that would remove distortions and encourage greater
investment.
As a package, all these capital market reforms and
initiatives will materially improve the viability for
companies wanting to meet their growth aspirations
via the listed market.
As part of Budget 2025, the Government announced
it will increase default employee and employer KiwiSaver
contributions from 3% to 3.5% from 1 April 2026, rising to
4% by 1 April 2028. In addition, the National Party – part of
the Government coalition – stated that if elected in the
2026 Election, it will bring in annual 0.5% increases from
1 April 2029 to 1 April 2032, reaching a combined 12%
employee-employer contribution rate.
This would have a significant savings effect and is likely
to be mirrored by the other main political parties. It would
boost investment creating a deeper pool of capital for
New Zealand’s economy, and align contribution levels with
Australia’s superannuation system. From an NZX Group
perspective, it would also provide significant, long-term
structural growth opportunities for Smart and NZXWT.
Smart has a huge structural growth opportunity ahead
with the KiwiSaver pool of funds expected to grow to
around five times its present size by 2050.
NZX continues to engage with the
Government on removing regulatory
roadblocks that are hindering investment
and access to capital for New Zealand
companies and projects.
NZX Annual Report 2025
18

NZX Group 2025 AR Year in Review tables
Smart Performance
Smart performance ($ million)20252024% Change
FUM based fees48.640.519.7%
Member based fees2.52.43.8%
Other0.71.0(24.6%)
Funds revenue51.843.917.8%
Funds EBITDA excl. integration costs29.322.430.9%
EBITDA margin excl. integration costs56.6%51.0%11.1%
Funds EBITDA27.421.328.6%
Key Operating Metrics
Opening FUM ($ billion)13.511.022.6%
FUM effect from market movement ($ billion)1.41.7(14.2%)
FUM effect from net cash flows ($ billion)0.90.816.2%
Closing FUM ($ billion)15.813.517.6%
Number of NZX listed Smart funds4444-
4
SMART – BUILDING INVESTORS’ WEALTH & FINANCIAL SUCCESS
Smart, rebranded from Smartshares in 2024, is a key
component of NZX’s growth strategy. As a wholly-owned
NZX subsidiary, Smart is New Zealand’s leading passive
funds management business. Its investment solutions
include the SuperLife superannuation and KiwiSaver
products, exchange traded funds (ETFs), SuperLife
Superannuation Master Trust and active investment
manager, QuayStreet Asset Management. Smart
appointed Lisa Turnbull as its new Chief Executive
in October 2025. Lisa was previously CEO of NZX
Wealth Technologies.
Smart had a solid year of growth, closing 2025 with
$15.8 billion of funds under management (FUM). In the last
seven years FUM has grown $12.9 billion from $2.9 billion
at 31 December 2018 (including acquisitions of $3.4 billion,
cash flow increases of $4.9 billion, and positive market
returns of $4.6 billion). FUM compound annual growth rate
(CAGR) since December 2018 is 27.4%.
NZX Annual Report 2025
19
1. Business Year

Our market analysis indicates $15-$20 billion of FUM is
the point where operating cost bases are at their most
efficient for New Zealand fund managers. Smart is
targeting at least $20 billion of FUM by the end of 2029
subject to market movements.
Smart and SuperLife funds continue to have an
impressive long-term track record, with our diversified
funds maintaining a top quartile ranking (net of fees)
among peers over the past five years. Additionally, our
index-tracking exchange-traded funds (ETFs) continue to
offer a broad spectrum of cost-effective and tax-efficient
market exposures, all with minimal tracking errors.
Through Smart’s 44 ETFs, New Zealanders can diversify
their portfolios with access to global, high-performing and
special interest markets. NZX has a strategic alliance with
iShares (by BlackRock, the global ETF powerhouse) making
it easy and cost-effective for Kiwi investors to invest in local
or international markets.
Growing customer numbers remains a key priority and
we are improving our tools and services to enhance the
customer experience. This includes self-service options,
clear communications and utilising AI to assist with
customer enquiries. Highlighting our product range and
competitive pricing will be a significant focus in 2026 and
the creation of a new Smart executive role of Chief Sales
and Marketing Officer, aligns with our approach of growing
our customer base.
Alongside this, we continue to mature Smart’s
operations, including fund structure rationalisation,
client portal and registry replacements in partnership with
NZXWT, and are focused on consolidating the component
parts of the Smart business under the new brand. All this
is about creating efficiencies and strengthening the
experience our customers have.
Rationalisation saw the sale of the SuperLife UK Pension
transfer scheme (FUM of $143 million) in October to
Lifetime Asset Management Group. This decision reflects
Smart’s focus on streamlining its business and
concentrating on its core offerings, while also fostering
a valuable institutional relationship with Lifetime.
In March, Smart’s investment manager QuayStreet won
the Morningstar® Award for Fund Manager of the Year
– KiwiSaver New Zealand for the second year running, and
in May picked up the Chapman Tripp Diversified Growth
Fund Manager of the Year at the 2025 INFINZ Awards.
The awards recognise the expertise and care QuayStreet
brings to managing investors’ savings and the strength and
capability of its investment team. They follow a period of
significant growth for QuayStreet as it continues to expand
its KiwiSaver and investment fund offerings, all
underpinned by an active management approach and a
focus on robust, long-term investing.
We continue to mature Smart’s operations and embed
our growth initiatives. Once completed, these initiatives
will unlock further synergies of scale, improve operating
leverage and position us more strongly to take advantage
of structural tailwinds from increasing KiwiSaver member
numbers and contribution rate.
Growing customer numbers remains
a key priority and we are improving
our tools and services to improve the
customer experience.
NZX Annual Report 2025
20

NZX Group 2025 AR Year in Review tables
Wealth Technologies Performance
Wealth Technologies performance ($ million)20252024% Change
Wealth Technologies revenue12.59.926.2%
Wealth Technologies EBITDA excl. restructure costs6.34.831.1%
EBITDA Margin excl. restructure costs50.1%48.2%3.9%
Key Operating Metrics
Opening FUA ($ billion)16.211.540.4%
FUA effect from market movement ($ billion)1.41.8(21.2%)
FUA effect from net cash flows, including new clients ($ billion)2.32.9(19.1%)
Closing FUA ($ billion)19.916.223.1%
Annual recurring revenue (ARR) on closing FUA ($ million)13.210.822.2%
Total clients on platform453240.6%
Capitalised costs for platform development & client onboarding9.49.22.6%
5
NZX WEALTH TECHNOLOGIES – LEADING THE WAY IN NZ
ADMINISTRATION PLATFORM INFRASTRUCTURE
NZXWT develops, administers and operates an online
custodial investment management platform that enables
both large-scale and small-scale financial adviser groups
to efficiently manage their business, and administer their
clients’ investments.
NZXWT’s platform technology, collaborative business
partnership, service quality, and growing reputation for
delivery are being well received in the market. As we
continue to build our market presence, our clients and
their advocacy for NZXWT as a key service provider to
their business, are hugely beneficial to our momentum
and future growth opportunities.
The platform is built and maintained on a single code
base with two offerings. A large number of independent
financial advice firms reside on the multi-tenant platform,
ranging from start-ups through to established advice
businesses managing several billion in FUA. Our larger,
institutional clients operate our platform as a SaaS
(software as a service) solution, using the same code base,
but utilising their own custodian and investment
operations teams.
NZXWT is:
• New Zealand focused – no global distractions. We
ensure our technology empowers advisers to operate
efficiently within the New Zealand financial advice sector.
• Proudly unique – our platform can comprehensively
administer a wide range of investment management
solutions, including conventional WRAP portfolios
(non-scheme), KiwiSaver, NZ Super, QROPS, and direct
investor offerings all in one unified solution.
• Best-in-class technology – we provide the most
functionally comprehensive, flexible and modern
cloud-based investment platform technology in the
New Zealand market.
• A collaborative partner – alongside our modern
technology, we take a client-centric view to
communication, service, and software development.
We are a key part of more than 40 advice businesses
within New Zealand, and we remain in-touch with growing
technology and client service expectations as the
market evolves.
In late 2025, Robbie Douglas was appointed the NZXWT
Chief Executive, replacing Lisa Turnbull who was appointed
Smart Chief Executive. Robbie previously headed NZX’s IT
operations and has a strong background in technology,
payments and financial infrastructure systems.
NZX Annual Report 2025
21
1. Business Year

NZXWT had another outstanding year, delivering 13
new onboarding and migration projects. The year began
with three key migration projects: Private Wealth Advisers,
Fortitude Financial, and Moneyworks. Two of these
migrations were from FNZ-based platforms.
QuayStreet KiwiSaver and funds were also migrated
onto the platform, supported by a significant project to
develop new platform functionality to manage their
direct-to-client investment offering.
On 19 December 2025, NZXWT and Craigs Investment
Partners (Craigs) announced an agreement to extend the
services NZXWT provides Craigs to include Craigs’
custody and private wealth business. NZXWT has
administered Craigs’ clients investing in mySTART, Craigs
KiwiSaver and Craigs Superannuation on the platform
since 2018. This is a significant growth project for NZXWT
and Craigs is expected to fully onboard by mid-2027.
Having grown FUA by $3.7 billion during 2025, NZXWT
is on track to maintain this momentum, with another client
onboarding migration scheduled for Q1 2026. The
business has a very healthy pipeline of engaged adviser
businesses who are nearing contracting phase, which
presents the opportunity to onboard more than $2.4 billion
of FUA throughout 2026. These opportunities are separate
to those underway with Smart and Craigs.
FUA has grown to $19.9 billion at 31 December 2025
driven by both positive cashflows (including new clients) of
$2.3 billion and market movements of $1.4 billion. Annual
recurring revenue is now $13.2 million – up $2.4 million
from 31 December 2024.
Capitalised labour and overheads remains at historical
highs, predominantly reflecting the robust level of new
client migration activity. This level of capitalisation is
expected to increase to enable the Craigs’ onboarding
and continue the onboarding of additional FUA from new
clients. While capitalisation (and the subsequent flow
through into amortisation that affects NZX’s reported net
profit) remains high, this is a strong indicator of ongoing
growth in NZXWT’s value.
FUA
2 3 .1%
2025: $19.9b 2024: $16. 2b
NZX Annual Report 2025
22

NZX Group 2025 AR Year in Review tables
Balance Sheet, Liquidity & Debt
Balance Sheet and Cashflow Figures ($ million)20252024
1
% Change
Net debt (excludes restricted cash)(29.6)(32.6)9.3%
Restricted cash20.020.0-
Goodwill46.946.9-
Other intangible assets91.295.9(5.0%)
Other non-current assets42.444.1(3.9%)
Net other liabilities(48.7)(54.6)10.9%
Net assets / equity122.2119.72.1%
Operating activities cashflow42.036.515.1%
Working capital movements(2.5)(0.6)(320.5%)
Cash inflow from operations39.535.910.0%
Payments for acquisitions(3.2)-n/a
Payments for PPE & other intangible assets(11.6)(13.4)13.3%
Cash outflow for investment(14.8)(13.4)(10.5%)
Dividends and other(21.4)(18.3)(17.0%)
Cash outflow for financing(21.4)(18.3)(17.0%)
Net increase in cash and cash equivalents3.24.2(22.3%)
1Restated. Refer to the Financial Statements Note 8.
6
BALANCE SHEET, LIQUIDITY & DEBT
NZX closed the year with net debt of $29.6 million
(excluding Clearing House risk capital of $20 million in
cash which is not available for general use) including:
• subordinated notes ($39.2 million net of capitalised
borrowing costs) – the interest rate was set at 6.8% in
June 2023 and will apply until the next election date on
20 June 2028;
• term loan and working capital facility ($22.5 million),
used to fund the QuayStreet acquisition (including earn
out payments); and
• cash and cash equivalents of $32.1 million which
includes $3.4 million of cash to meet the regulatory
requirements of the Clearing House and Smart.
The 2024 financial information has been restated for
a change in accounting policy (refer to the Financial
Statements Note 8). Initial and subsequent listing fees
are now recognised evenly over five and three years
respectively. Previously, initial and subsequent listing
fees were recognised when the listing or subsequent
capital raising event occurred. The impact on the balance
sheet at 31 December 2024 is a decrease in net assets of
$7.3 million with a corresponding decrease in retained
earnings (i.e. equity). The restatement of the 2024
operating earnings is immaterial.
Operating cash flows in future periods are expected to
increase at a faster rate than the growth in net profit. This is
due to NZXWT’s ‘amortisation bubble’ that arises when
capitalisation levels start to decrease as client migrations
are completed, although amortisation levels remain high
(the effect of capitalising past client migrations).
Investment activities’ cash flows include capital
expenditure relating to NZXWT’s software development,
office fit outs and other technology upgrades and
enhancements.
Financing activities largely reflect cash dividend
payments.
NZX Annual Report 2025
23
1. Business Year

NZX’S GROWTH STRATEGY – GROWING,
CONNECTING, ADDING VALUE
NZX is an integrated and resilient financial markets
infrastructure and services business with a platform for
strong growth prospects. We expect this to create further
value to our shareholders over time. The Company is well
positioned for the future through the growth strategy it
has been implementing over the last seven years. This
has involved focusing on our core markets business, plus
refinement and alignment around regulation, pricing and
market infrastructure, along with significant investment
to expand our funds management (Smart) and funds
administration (NZXWT) businesses.
NZX has exposure to long-term structural growth tail
winds from general equity market growth, increase in ETF
market share and the significant expected growth in
KiwiSaver fund contributions.
Since implementing our revised strategy in 2018,
we have come a long way despite the various economic
cycles.
• Operating earnings have increased from $28.6 million
to $53.5 million.
• Smart FUM has increased from $2.7 billion to
$15.8 billion.
• NZXWT FUA has grown from $1.2 billion to $19.9 billion.
• We now partner with SGX in offering our global Dairy
Derivatives market and have grown activity from
312,000 lots traded per annum, to 815,494 lots.
NZXWT has required significant capital investment to
reach the stage where it is cashflow positive on external
client activity. As outlined at the investor day in November
2024, the Group’s cashflow will rise more quickly than the
growth in NPAT or EPS. This is due to the significant rise in
the amortisation charge as a result of the capital that has
been invested in the business. The strong pipeline of client
wins and onboarding supports the increasing value this
business brings to the Group.
Since 2018 we have not only grown our revenue line –
the revenue mix has changed as Smart and NZXWT have
expanded faster than NZX’s core markets business.
As the market activity increases, the Company’s new
products are launched and mature (including the first of
our equity derivatives products to launch in H1 2026), and
our Smart and NZXWT businesses continue to grow, our
earnings mix will change further. NZX is now a stronger,
more resilient business with fantastic growth opportunities
in front of it.
Looking out to 2028 the strategy is to:
• expand our product offering in Capital Markets (equity
derivatives, drive greater scale in clearing, and continue
to build liquidity in our new mid-point order book);
• 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 NZXWT.
We remain very conscious of cost control and ensuring
improved return on investment, and will always look at
strategic opportunities that may add value.
NZX Annual Report 2025
24

TECHNOLOGY
– DELIVERING SUPPORT & RESILIENCE
A critical role for NZX is to operate our technology
platforms efficiently and effectively. 2025 is the fourth
consecutive year NZX has maintained 100% uptime for
its critical applications with no market outages to the
operating platform. With more than 800 changes
completed during the year, this is a credit to the
operational management of the technology team. It also
highlights the focus on increased resilience, capability,
and capacity of our systems.
Alongside maintaining a stable market, NZX continues
to invest in efficient operations, new products and
features. In 2025, NZX embedded the full-stack technical
refresh of the BaNCS platform including turning on the
straight-through-processing of payment bookings within
the Clearing House, completing a full-stack upgrade of the
Trading System and fanatically driving down the
outstanding backlog, migrating digital products into the
Cloud and providing new data APIs, upgrading our market
data feeds, introducing new data products, and refreshing
our payments infrastructure and overall
cybersecurity posture.
NZX remains committed to engaging and working
with our customers to enhance the market technology
ecosystem, with market-wide testing completed for
disaster recovery scenarios, the S&P/NZX 20 street-wide
testing, and crisis simulations. Our progress in this area
continues to be positively noted by the FMA and through
the industry Technology Working Group. We want to thank
our key technology stakeholders and the broader financial
markets ecosystem for their constructive relationships.
OPERATING RESPONSIBLY
NZX’s focus is to create value while delivering a positive
impact on society and the environment. We play a dual role
as both the operator of New Zealand’s capital markets and
as a listed company. Sustainable economic growth is a
priority for NZX.
In 2025 NZX achieved net carbon zero certification
from Toitū Envirocare for the fifth year in a row. Public
markets will continue to play an important role in
facilitating the flow of capital towards decarbonising
the New Zealand economy.
While government changes to market cap thresholds
announced this year means NZX will no longer be required
to produce a mandatory climate statement under the
mandatory climate-related disclosures framework, we will
continue to provide a voluntary statement (containing
governance, strategy, risk management, and metrics and
targets). That statement is an appendix in this
Annual Report.
At NZX we are committed to connecting people,
businesses and capital every day. That is our Purpose.
As such, NZX recognises the important role we play in
supporting the success of New Zealand businesses,
communities, and charities. This includes collaborating
in the Shares for Good initiative and being the primary
sponsor of the New Zealand Financial Markets (NZFM)
Charity Golf Classic – an annual event that fundraises for
charity (case study on page 45).
NZX also provides our employees a paid day’s leave
each year to volunteer our communities and is supportive
of events that help those in need. That includes collecting
for the Cancer Society on Daffodil Day and using our
electronic tickers to promote and support
charitable causes.
2025 is the fourth consecutive year NZX
has maintained 100% uptime for its critical
applications with no market outages to the
operating platform.
NZX Annual Report 2025
25
1. Business Year

POLICY & REGULATION
(INCLUDING NZ REGCO)
During 2025, NZX completed the review of its business
continuity plan requirements for market participants
that are contained in its market rules. We also undertook
a number of market integrity projects to ensure our
regulatory policy remains fit for purpose in the context
of evolving market conditions and technological changes.
We continue to maintain an open and constructive
relationship with the FMA, which regulates our market
operator compliance. In the latest FMA annual review
of NZX’s compliance with those obligations, the
FMA noted the maturity of our technology and risk
management resources, and the significant project
milestones that were reached (including in relation to
S&P/NZX 20 Futures).
The Financial Markets Conduct Act 2013 requires the
FMA to carry out an annual review and report on how well
NZX is meeting its licensed market operator obligations.
One of the key objectives of this review is to ensure
potential conflicts between regulatory and commercial
functions of NZX, as a self-regulating organisation, are
appropriately managed.
The FMA’s overall conclusion in 2025 was that NZX
complied with its licensed market operator obligations
during the review period.
The NZX Corporate Governance Institute (NZX CGI) has
continued to provide a valuable part of our engagement
with the capital markets eco-system. In 2025 the NZX CGI
assisted NZX with the delivery of a bespoke Guidance
Note for co-operative issuers which provided a valuable
engagement opportunity with this important sector of
New Zealand’s economy.
We continued to play a pivotal part in supporting
broader capital markets reform initiatives, across
disclosure settings and climate reporting in particular, in
support of our investor, issuer and participant community.
It was pleasing to see changes in these areas which will be
critical in ensuring New Zealand’s capital markets are well
positioned for the future.
NZX’s regulatory functions are performed by a separate,
independently governed entity, NZ RegCo. NZ RegCo
monitors and enforces compliance by listed issuers and
accredited market participants with NZX’s market rules.
NZX would like to thank the NZ RegCo Board, led by
Chair Trevor Janes and NZ RegCo management under
Chief Executive Joost van Amelsfort.
MANAGEMENT & GOVERNANCE UPDATE
As was noted in the NZX Interim Report, NZX Chief
Executive Mark Peterson is to depart in April 2026
following the annual general meeting.
Mark was appointed as NZX Chief Executive in April
2017. Prior to that he was NZX Acting-Chief Executive from
January 2017, after joining in late 2015 as Head of Markets.
When the Board extended Mark’s term in August 2023,
the focus was on delivering key initiatives that further
developed our business. These included launching our
anonymous mid-point trading venue, NZX Dark, and the
S&P/NZX 20 Index equity futures, alongside growing the
Smart and NZX Wealth Technologies businesses. By April
2026 all these initiatives are expected to have been
achieved.
Mark has been an exceptional leader of NZX and will
leave a strong legacy. Mark has built strong relationships in
New Zealand and internationally, in particular the business
partnerships we have with the Singapore Stock Exchange
and the European Energy Exchange.
The NZX Board is in the process of conducting a search
for a new chief executive to deliver to NZX’s growth
strategy.
Other NZX Group management changes in 2025:
• In October NZXWT Chief Executive Lisa Turnbull was
appointed Smart Chief Executive. Lisa is a seasoned
executive with a proven record for delivering growth
and high-quality customer service. A chartered
accountant with a background in funds management,
finance, strategic development, and investment
platforms, Lisa is the ideal person to lead Smart into
the next growth phase.
• In December NZX Chief Information Officer Robbie
Douglas was appointed Chief Executive of NZXWT.
He had been acting in the role since October. Robbie
is a vastly experienced executive, with around 30 years’
experience in financial services, and a proven record of
leading teams that provide quality service.
NZX Annual Report 2025
26

• In December NZX’s Head of Capital Markets & Digital
Technology Daniel Juchnowicz was appointed NZX
Chief Information Officer. He had been acting in the
role since October.
• Earlier in the year Sophia van Zijl was appointed to the
new created position of Chief People Officer. Sophia is
an experienced executive with a background spanning
human resources, finance, strategy, and transformation.
She has a background in financial services across New
Zealand, Australia and the United Kingdom.
With these appointments made from internal NZX
employees, it demonstrates the high-calibre of senior
leadership capability the Group has.
John McMahon
Chair
Mark Peterson
CEO
In August the NZX Board was pleased to announce the
appointment of Laura Manson as its next Future Director.
NZX is a strong supporter of the Institute of Directors’
Future Director Programme, ensuring New Zealand
develops a greater pool of governance talent to draw from.
Laura is a Partner at Altered Capital, a New Zealand-
based venture capital and private equity firm. She has
more than 10 years’ experience in the finance sector and
brings a strong track record of working with boards,
executives and investors to support growth and strategic
execution in both private and public market settings.
NZX thanks Sophie Spedding, who was the Future Director
for 2024, for her valuable contribution.
In December NZ RegCo announced the appointment
of NZ RegCo board member David Hunt as its new Chair,
replacing the retiring Trevor Janes.
David Hunt has extensive executive, advisory and
governance experience. He is deputy Chair of the Accident
Compensation Corporation, a director of Northpower,
Dairy NZ and WEL Networks. Previous roles have included
serving as Contact Energy CEO and director of
Christchurch City Holdings Limited.
Trevor was initially appointed in 2020, as a member of
the NZ RegCo Establishment Board. His retirement comes
at the end of his appointed term.
Trevor was instrumental in shaping NZ RegCo’s
approach to governance, assurance oversight and
strategic direction as a regulatory agency. The Boards of
NZX and NZ RegCo thank him for his outstanding service.
2026 EARNINGS GUIDANCE
NZX expects full year 2026 operating earnings to be in the
range of $53.0 million to $58.5 million.
The guidance is subject to market outcomes,
particularly with respect to market capitalisation, total
capital listed and raised, secondary market value and
derivatives volumes traded, funds under management and
administration growth, acquisition related integration
costs and technology costs.
Additionally, this guidance assumes there is no material
decline in the macro-economic environment and market
conditions, and there are no significant one-off expenses,
major accounting adjustments, other unforeseeable
circumstances, or future acquisitions or divestments.
ACKNOWLEDGEMENTS
NZX is New Zealand’s Exchange. We exist so New Zealand
companies, and others that list on our market can achieve
their growth ambitions. We believe a vibrant capital market
assists New Zealand to grow and prosper.
Our funds management and funds administration
businesses support this growth by providing the necessary
products and infrastructure so customers can achieve their
financial goals. NZX is proud to back New Zealand.
Thank you to all our stakeholders who work alongside
us in delivering services. It is in partnership and
cooperation with NZX that investors, issuers, participants
and all our customers are able to receive reliable, effective,
and efficient services.
Finally, we would like to extend a sincere thank you to
NZX’s directors and staff for the high-quality work and
dedication they demonstrate every day. It is much
appreciated.
NZX Annual Report 2025
27
1. Business Year

NZX Annual Report 2025
28

NZX Group
Overview
NZX Annual Report 2025
29

For 160 years we have been creating and delivering
opportunities for Kiwis to grow their personal wealth and
helping businesses prosper. As New Zealand’s Exchange,
we are proud of our record in supporting and fuelling the
growth and global ambitions of local companies and the
New Zealanders who are keen to invest in them.
NZX is an integral part of the New Zealand economy
and its future productivity. By operating efficient,
effective, transparent and resilient public markets, we
help provide the capital for businesses to grow, innovate,
invest in much-needed infrastructure, and create more
and better paying jobs for New Zealanders.
We support New Zealand’s sovereign interests
and priorities, providing important economic building
blocks and wealth creation.
We know, care for and understand New Zealand
companies, and provide a personal touch through
ongoing support that sets us apart from others.
Our Purpose or mission, lies at the heart of why
we exist. We are New Zealand’s Exchange, an integrated
financial services business, and a frontline market
regulator.
We utilise our expertise and connections here and
overseas to bring together all the ingredients required
for economic prosperity. We are people helping people.
Customer service is in NZX’s DNA and in the people
we employ. We want to make a positive impact on
people’s lives.
Our Vision is our goal or aspiration of what we want
NZX to achieve. We want to ensure we grow our business
– and the businesses and individuals we serve – in a way
that is sustainable and profitable; helping our country,
and the citizens who live in it, succeed.
Our Values are the behaviours our people demonstrate
that underpin our Purpose and achieve our Vision.
Our Strategy is the guiderail for our decision making.
We are growing a more integrated financial markets
infrastructure and services business, building on NZX’s
core strengths and continuing to explore growth
opportunities across our businesses to create further value
to our shareholders over time. Successful execution will
benefit consumers of capital, investors, our shareholders –
and ultimately New Zealand’s economy and the standard
of living of all New Zealanders.
The Operating Responsibly section in this report
outlines how and where NZX delivers value.
Committed to
connecting people,
businesses &
capital every day
Our
Purpose
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How we
deliver value
“New Zealand companies – and the
New Zealand Government – require
access to capital for growth. Using the
public markets that NZX provides is a fast,
transparent and effective way to do it.”
John McMahon
NZX Chair
NZX Annual Report 2025
30

Committed to
connecting people,
businesses &
capital every day
Our
Purpose
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NZX Annual Report 2025
31

Developing our strategy to late 2027
Strategic
priorities
STRATEGY
VISION
OPERATING
RESPONSIBLY
STRATEGIC
THEMES
VALUES
We operate under a strategic framework with
interconnected businesses driving scale and
operating leverage for shareholders to help
New Zealand grow.

Assist NZ to grow and improve
its productivity

Three connected and
complimentary businesses

Capital Markets – round
out our product offering,
build scale in clearing and
settlement and capitalise on
the operating leverage as
markets recover

Smart – continue the organic
growth, invest in our brand,
product, client service
automation and operating
platform

NZXWT – continue to
transition the client demand
and capitalise on the
competitive position

Leverage the NZXWT
capabilities for Smart

Operate a well-managed,
scalable, secure operations
and technology environment.
CAPITAL
MARKETS
SMART
NZ X WE ALTH

TECHNOLOGIES
Scale
Listed securities and
volume
Scale
Funds Under
Management
Scale
Annual Recurring
Revenue & Funds
Under Administration
InterconnectivityInterconnectivity
Growing, Connecting, Creating Value
“A trusted New Zealand business, delivering sustainable wealth, value & opportunities for all”
Planet | People | Principles of Governance | Prosperity
Stable/Secure Platform – Well Managed Risk; Healthy Culture
Client Requirements/
Product Expansion
S&P/NZX 20 Index Futures,

Clearing/Settlement Scale
Operational
Leverage
Operational
Leverage
Operational
Leverage
Client Requirements/
Product Expansion
Platform functionality
Client Requirements/
Product Expansion
Enhanced Passive
range
NZX Annual Report 2025
32

NZX Annual Report 2025
33
2. NZX Group Overview

Our
Board
John McMahon – Chair
John re-joined the NZX Board on
10 May 2023. He has extensive
industry experience in the finance
sector, including a background
in technology, company
turnarounds and transformation,
and entrepreneurial small cap
governance. He has spent more than
30 years in the Australasian equity
markets, predominantly as an equity
analyst (covering a broad range of
industries), and was Head of Equities
at ABN AMRO. John has worked
for CS First Boston, BZW, Morgan
Stanley, ABN AMRO, and Walker
Capital, and was Managing Director
of ASB Securities for three years. He
now manages his own investment
portfolio. John is a director of several
small cap NZX-listed companies:
Solution Dynamics (Chair) and AoFrio
(Chair of Audit Committee). He has
a Bachelor of Commerce (Honours),
an MBA and is a CFA (Chartered
Financial Analyst) charterholder.
Dame Paula Rebstock –
Deputy Chair
Dame Paula joined the NZX Board
in February 2023. She is a leading
Auckland-based economist and
company director, who was made a
Dame Companion of the New Zealand
Order of Merit in 2015 for services to
the State. Dame Paula has extensive
professional experience in corporate
and public services governance. She
is a Director of NZX-listed Vector,
Bluecurrent Australia and Bluecurrent
New Zealand, and also serves on
unlisted entities including AIA
Sovereign Insurance New Zealand,
Auckland One Rail, Chair of Asia
Pacific Healthcare Group, and
Sealink New Zealand, among others.
Dame Paula is a former Chair of the
New Zealand Commerce Commission,
and the Accident Compensation
Corporation (ACC); was a Deputy
Chair of KiwiRail, and a Director of
Auckland Transport. She is a member
of the Clearing, Nominations and
Human Resources and Remuneration
committees.
Lindsay Wright –
Independent Director
Lindsay was appointed as a director
in February 2018 and is Chair of the
Audit and Risk Committee. She has
more than 35 years’ financial services
and funds management experience
locally and globally. She has held
a range of senior roles in the funds
management sector both globally and
regionally (APAC) for Matthews Asia,
BNY Mellon Investment Management,
Frank Aldridge –
Independent Director
Frank was appointed as a director
in May 2017. Frank has an extensive
understanding of New Zealand’s capital
markets having spent more than two
decades working for Craigs Investments
Partners where he led the business for
16 years as Managing Director through
a period of significant growth and
expansion between 2005 and March
2021. During this period, he was also
Chair of Australian-based Wilsons
Advisory and Stockbroking, former
member and Chair of New Zealand
Securities Association, and sat on several
of Craigs Investment Partners’ subsidiary
Boards. Frank is an accredited NZX
Adviser, Financial Adviser (FA), and a
Chartered Member of the Institute of
Directors. Frank is a Director of Avion
Private advising corporates, trusts and
individuals.
Invesco Hong Kong, Harvest Funds
and Deutsche Asset Management.
Lindsay started her career with
Bankers Trust, becoming CFO/COO
before moving to Deutsche Asset
Management. Lindsay also brings
extensive governance experience
spanning 14 years, serving on
boards of both listed and private
companies. Lindsay is a director
of ASX-listed Navigator Global
Investments, and Spark and Milford
Asset Management (where she is
Chair of both companies’ Audit and
Risk Committees). Her previous board
appointments include Kiwibank and
the Guardians of the NZ Super Fund,
where she was Deputy Board Chair
and Audit and Risk Committee Chair.
Lindsay has a Bachelor of Commerce
from the University of Auckland and is
a Fellow of the Hong Kong Institute of
Directors.
NZX Annual Report 2025
34

Elaine Campbell –
Independent Director
Elaine was appointed as a director in
February 2019. She 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 Entertainment Group.
She was previously the Executive
General Manager of Fibre Access at
Chorus. During her time on the NZX
executive team from 2002 to 2008,
Elaine led the demutualisation and
listing of NZX and was responsible for
the insourcing of regulatory functions,
along with chairing Smart. Elaine spent
five years at the Financial Markets
Authority as Director of Compliance
before joining AMP as an executive
director and General Counsel. She has
previously worked in the UK and USA
for multinational Sun Microsystems.
Rachel Walsh –
Independent Director
Rachel was appointed as a director in
October 2022. She is an independent
director on the Boards of IAG New
Zealand, Asteron Life (Chairing the
Board Audit and Risk Committee), and
Chartered Accountants ANZ (Chairing
the People and Remuneration
Committee), and a member of the
External Reporting Advisory Panel
(XRAP). A Fellow of Chartered
Accountants ANZ and Chartered
Member of the Institute of Directors,
she holds a Bachelor of Commerce
from the University of Auckland.
Rachel’s executive career includes
Group CFO of Datacom Group and
Abano Healthcare, with senior finance
roles in Rank Group, and PwC. She
has extensive experience across
financial services, technology, health
care, private equity, and professional
services, and is among a select group
of women who have served as CFOs
of NZX-listed entities.
Peter Jessup –
Independent Director
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, and
previous roles include leading 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.
NZX Annual Report 2025
35
2. NZX Group Overview

Mark Peterson – Chief Executive
Mark joined NZX in May 2015 and
became Chief Executive in April 2017.
He has 30 years’ experience in
financial services covering the capital
markets, private wealth, institutional
and retail banking, and insurance.
Mark previously worked as the
Managing Principal of ANZ Securities,
and before that held senior
management roles with First NZ
Capital, ANZ and The National Bank
of NZ.
Jeremy Anderson –
General Manager, Listings,
Information Services &
Environmental Markets
Jeremy joined NZX in March 2017.
He has significant experience working
in the agribusiness, technology
and financial service sectors across
Australia and New Zealand. Prior
to joining NZX, Jeremy led and
executed Vodafone New Zealand’s
agribusiness strategy. Since working
for NZX, and prior to his current role,
he has led the NZX Agri business,
established and led the Information
Services business and Capital Markets
Development business. His areas of
expertise include leadership, strategy
development, sales management
and innovation.
Graham Law – Chief Financial
& Corporate Officer
Graham joined NZX in November
2017. He has considerable experience
working across the financial and
professional service sectors in
New Zealand and the United Kingdom.
Graham previously worked as Head of
Finance at ACC, and prior to this was
Managing Director and Chief Financial
Officer at AMP Capital Limited.
Graham brings expertise in strategic
leadership, corporate governance,
and risk and financial management.
Our
Leadership
Tea m
Kristin Brandon – Head of Policy
& Regulatory Affairs
Kristin joined NZX in 2007 and is
responsible for leading the
development of NZX’s market rules,
and managing NZX’s regulatory
relationships. Kristin has extensive
experience in financial services law,
having previously worked in legal
roles in corporate and commercial,
and financial services teams at DLA
Piper and Chapman Tripp in
New Zealand, and Dechert LLP in
London. Kristin holds an LLB(Hons)
and BCA (accounting major) from
Victoria University in Wellington.
Daniel Juchnowicz –
Chief Information Officer
Daniel was appointed Chief
Information Officer in December 2025
after acting in the role from October.
Daniel brings more than a decade of
experience in the Capital Markets
Technology group. This includes
leading high-performing IT teams in
Trading, Clearing & Settlement,
Payments, and Integrations. In
addition to these responsibilities,
Daniel has led the Digital team,
driving the modernisation of NZX’s
digital products. With a proven
delivery record, he is recognised for
his strategic leadership, strong
stakeholder and vendor engagement,
effective incident management, and
commitment to operational
excellence.
Felicity Gibson –
General Manager, Market Operations
Felicity joined NZX in March 2014 and
leads the Market Operations team,
covering the capital and energy
markets' clearing businesses. Before
joining NZX, Felicity held capital
markets legal and regulatory roles in
New Zealand and the United
Kingdom, including with the FMA in
New Zealand and FCA in the United
Kingdom. Felicity holds an LLB and
BA (Geography major) from the
University of Otago.
NZX Annual Report 2025
36

Nick Morris – General Manager,
Cash & Derivatives Markets
Nick joined NZX in February 2016 and
leads the cash and derivatives
markets. Nick has extensive financial
markets experience both in exchange
traded and over the counter
products. Before joining NZX, Nick
held markets-based roles at Bank of
New Zealand, and at Medley Global
Advisers in central bank policy
research. Nick holds a BCom
(accounting and tax major) from the
University of Canterbury.
Lisa Turnbull – CEO, Smart
Lisa joined NZX in November 2016.
Lisa was appointed Chief Executive of
Smart in 2025, after nine years
leading NZX Wealth Technologies.
She has more than 25 years’
experience in financial services
covering funds management,
investments, insurance and banking.
Lisa previously worked for the ASB
Bank and Sovereign Insurance
holding leadership roles across
finance, investments, distribution and
operations. Lisa is a Chartered
Accountant.
Ronald Redpath –
Chief Risk Officer
Ronnie joined NZX in August 2021.
He has 20 years’ experience in
financial services, covering capital
markets, and banking in the United
Kingdom, Australia and New Zealand.
Ronnie has an extensive risk
management background, with
expertise in operational risk, controls
management and assurance. Prior to
joining NZX, he held various
management roles for Barclays in the
United Kingdom and has previously
worked for ASB in New Zealand.
Sophia van Zijl –
Chief People Officer
Sophia joined NZX in 2024 and
leads culture, talent and workforce
strategy at NZX. Sophia has
extensive experience in financial
services with a background
spanning human resources, capital
markets, and strategic
transformation across NZ, Australia,
and the UK. This includes time as
Chief People Officer at JBWere,
Head of Colleague Strategy at
National Australia Bank, and
Assistant Treasurer at NAB Wealth &
MLC. Sophia holds degrees in Law
and Commerce (majors in
Accounting, Money & Finance).
Robert Douglas – CEO,
NZX Wealth Technologies
Robert was appointed Chief Executive
of NZX Wealth Technologies in
December 2025 after acting in the role
from October. He joined NZX as the
Chief Information Officer in February
2021 and has more than 27 years’
experience in financial services. Prior to
joining NZX, Robert was the Chief
Operating Officer at Verifone NZ and
has held previous roles as Head of
Operations, Institutional, Corporate
and Commercial at ANZ Bank, the Head
of Technology at First NZ Capital and
the Chief Information Officer of Markets
Business Technology for ANZ Bank
based in Australia. Throughout his
career he has also managed several
large change programs. Robert has
expertise in leading large teams in
real-time technology environments and
is passionate about quality and delivery.
Joost van Amelsfort –
CEO, NZ RegCo
With the establishment and structural
separation of NZX’s new regulatory
agency NZ RegCo on 10 December
2020, Joost, formerly Head of Market
Supervision became Chief Executive of
NZ RegCo. Joost has 20 years’ legal
experience advising capital markets
Participants, including roles with
Simpson Grierson and Linklaters LLP,
London and Dubai. Joost’s particular
areas of expertise include corporate
governance, equity and debt capital
markets, and mergers and acquisitions.
NZX Annual Report 2025
37
2. NZX Group Overview

NZX Annual Report 2025
38

Operating
Responsibly
NZX Annual Report 2025
39

NZX’s focus is to create value while
delivering a positive impact on New Zealand
society and the environment.
NZX, as both a listed company and
market operator, interacts with a
broad range of internal and external
stakeholders, on a diverse range of
matters. The views of stakeholders
are important in helping us to define
topics that are most relevant to them,
and material to NZX’s core strategy
and long-term value creation. These
range from important and emerging
risks, such as climate change, through
to the economic and social impacts
and opportunities of doing business.
It is important stakeholders
consider both the financial and
non-financial measures of our
performance in how we deliver
sustainable long-term value. The four
“Ps” – Planet, People, Prosperity and
Principles of Governance – are the
core pillars of NZX’s environmental,
social and governance (ESG)
approach
1
. We call our approach
“Operating Responsibly”.
NZX’s ESG performance for 2025
has been prepared in accordance
with the Global Reporting Initiative
(GRI) Standards. It provides
comprehensive disclosure of our
performance against key metrics we
track. The GRI Content Index can be
found on page 151 of this report.
Public markets will continue to play
an important role in facilitating the
flow of capital towards decarbonising
the New Zealand economy and
empowering sustainable finance.
In 2025 NZX set new emissions
reduction targets that align with our
organisational purpose, vision and
strategy, and with New Zealand’s
long-term sustainability goals and
international commitments.
Changes to New Zealand’s climate-
reporting framework and reporting
thresholds in 2025 means NZX is
unlikely to be a mandatory climate-
reporting entity. We will continue
to voluntarily disclose material
information and this is included as an
appendix in this annual report.
NZX is a signatory of the United
Nations Sustainable Stock Exchanges
(SSE Initiative). We want to align with
international best practice for stock
exchanges.
Robust governance, such as
the Corporate Governance Code,
is paramount to the role that NZX
plays in overseeing the integrity of
New Zealand’s public markets.
Continuing to have a strong
focus on advancing our position on
diversity and inclusion in the NZX
Group workforce remains essential
to our business success and to better
reflect the customers, businesses and
country we serve. NZX is focused on
attracting more female managers,
executives and in governance and
providing them with leadership
development to make a positive
difference.
1 2020 World Economic Forum report – Measuring Stakeholder Capitalism: Towards Common Metrics
and Consistent Reporting of Sustainable Value Creation.
Overview
Continuing to have a strong
focus on advancing our position
on diversity and inclusion in the
NZX Group workforce remains
essential to our business
success and to better reflect
the customers, businesses and
country we serve.
NZX Annual Report 2025
40

NZX Annual Report 2025
41
3. Operating Responsibly

Our people
Our people are at the heart of NZX’s ability to
back New Zealand. In 2025, we invested further
by creating a People and Culture team that
was not only strong on HR administration, but
could drive the delivery of NZX’s Workforce and
Culture Strategy.
A full restructure of the team and the creation of
a Chief People Officer role marked a significant
step towards this objective. These changes
reflect our commitment to building a strong
business where talent thrives and people have
the right skills, experience and environment to
deliver for our customers and New Zealand.
NZX Annual Report 2025
42

Navigating leadership transitions
The year ahead will also bring
significant governance and leadership
changes. These changes represent
pivotal moments for NZX and require
careful planning. Our approach will
be focused on continuity for our
people and customers, clarity of
direction, and cultural alignment.
We will reinforce NZX’s purpose and
values as anchors for decision making,
and maintain engagement and trust
through communication – ensuring
the organisation remains resilient and
future-focused.
Culture and engagement
Our biannual engagement surveys
continue to provide valuable insight
into NZX’s culture. In 2025, NZX
achieved two of its highest recorded
scores, with our most recent score in
October placing us above 70% of
organisations globally in Gallup’s
database. These results reflect the
strength of our culture as well as our
people’s commitment to NZX’s
Purpose and Vision. Insights from
the surveys have shaped our people
strategies and informed priorities
such as leadership development,
remuneration practices, and the
refresh of employee benefits.
Community and volunteering
In 2025, we placed strong emphasis
on connection, bringing our people
together and a renewed commitment
to community engagement. In 2025,
53 people took volunteering leave to
support a wide range of initiatives,
including conservation and
maintenance support at Zealandia,
cooking meals for cancer patients
and their families at Margaret Stewart
House, supporting City Mission
providing presents and food for
children at Christmas, and
participating in several staff-led
causes such as fundraising for
Movember and Pink Ribbon
Breast Cancer.
Enhancing the foundations
During 2025 we set the stage for
future progress. We reset our plans
for the team and established a
Workforce and Culture Strategy and
a People and Culture Transformation
Strategy. These strategies will ensure
the Group has the capability and
culture it needs to serve our
businesses and New Zealand’s
markets.
In 2026 we will deliver on the high
priority items that lay the foundation
for this transformation. This includes
introducing a leadership programme
to grow capability, as well as
refreshing our remuneration
framework and employee benefits so
to ensure NZX remains a competitive
employer. Together, these initiatives
will create the foundations for a more
future-ready organisation.
3.97
3.98
4.08
4.09
4.15
4.16
4.11
4.09
4.26
4.25
4.27
4.30
4.22
4.36
4.37
4.36
4.28
Sep-17
Apr-18
Oct-18
May-19
Oct-19
May-20
Nov-20
Apr-21
Oct-21
May-22
Oct-22
May-23
Oct-23
May-24
Oct-24
May-25
Oct-25
Employee Engagement
NZX Annual Report 2025
43
3. Operating Responsibly

NZX, together with the wider
capital markets community, also
continued its support of a children’s
charity. After many years of
supporting the wonderful work of
the Little Miracles Trust, in 2025 we
chose Variety – The Children’s
Charity to support for the next few
years (see case study on page 45).
These efforts reflect not only the
commitment of NZX, but that of the
wider New Zealand capital markets
community to backing New Zealand
beyond the markets.
Inclusion and belonging
Diversity is central to how we drive
innovation, collaboration and
long-term value for New Zealand.
Our focus is on creating an inclusive
culture where everyone feels they
belong and has equitable access to
opportunities, regardless of
background, identity or experience.
In 2026, we will continue to
sharpen our focus on building a
gender-diverse leadership pipeline,
particularly at the Management level,
which is critical to closing the gender
pay gap and strengthening
representation across NZX. Our
organisational gender pay gap now
sits at 13.6% based on average base
salaries, a great improvement from
16.6% at the end of 2024.
Age and Gender Diversity of NZX Board

Males (%)Females(%)
Over 50 years old 343%457%
Tot al343%457%
Age and Gender Diversity of NZX Workforce*
Males (%)Females(%)
Under 30 years old5062.5%3037.5%
30 – 50 years old10255.7%8144.3%
Over 50 years old4857.1%3642.9%
Not Declared640.0%960.0%
Tot al20656.9%1564 3 .1%
Role and Gender Diversity of NZX Workforce*
Males%Females%
Group CEO1100%––
Executive Team (excl. Group CEO)960.0%640.0%
Management4663.9%2636.1%
Workforce15054.7%12445.3%
Tot al20656.9%1564 3 .1%
* Excludes members of NZX Workforce where gender undisclosed.
Note: NZX Board figures do not included Future Director Laura Manson. All figures are at 31 December 2025.
Gender pay gap
13. 6%
An improvement from 16.6% in 2024
NZX Annual Report 2025
44

NZX is a proud Kiwi company,
committed to supporting the success
of businesses, our communities and
country. Every year in partnership
with S&P we have a dedicated team of
people that plan, host and operate a
golf tournament in Taupo in
September – the NZX/S&P DJI Charity
Golf Classic. This event brings New
Zealand’s capital markets together to
support children’s charities. It has
been running for 35 years and has
supported 13 charities raising more
than $1 million.
In 2025 we partnered with Variety
New Zealand – the Children’s Charity
– who do incredible work supporting
some of the country’s most vulnerable
children. Variety focuses on improving
the health, education and wellbeing
of children experiencing financial
CASE STUDY
Driving more
than capital
markets
hardship, sickness and disability.
It works alongside schools,
community agencies, social workers,
and healthcare professionals to
identify Kiwi kids in need. With
Variety came an ambitious
fundraising goal of raising $60,000
over the weekend that would support
children and their whanau.
While fundraising was the main
focus of the weekend, including a
black-tie dinner and charity auction,
it was not the only priority. The golf
tournament itself is a key part of the
experience, bringing together
participants with a wide range of skill
levels and plenty of enthusiasm and
competition. Many players will admit
they are more familiar with the woods
than they are with Tiger. However,
this didn’t stop the fierce competition
that happened at the stunning
Wairakei Golf & Sanctuary.
Speaking at the dinner, Variety
New Zealand Chief Executive
Susan Glasgow outlined how
important this day was and the
work Variety does. The charity has
more than 3000 New Zealand
children on its waiting list and
every dollar raised that evening
would directly impact the number
of children that could be
sponsored. Susan’s message
resonated strongly and the target
was broken reaching $65,000 – a
new annual record.
The result means around 100
children living in poverty will be
sponsored for a whole year with
clothing, bedding and other items
that help them and their families.
NZX Chief Executive Mark
Peterson summed up the aim of
the weekend in his address to
participants: “We have the markets
in the room, we compete and
challenge each other every day,
and we’ll continue to do that. But
what makes this event so special is
that we put our differences aside
and come together to support a
charitable cause.”
This was more than just a
successful event; it was a powerful
example of what can be achieved
when people come together with
shared intent and energy.
NZX Annual Report 2025
45
3. Operating Responsibly

Increasing transparency and strengthening climate
disclosures
NZX’s climate report containing sections on climate-
related governance, strategy, risk management, and
metrics and targets is provided on page 138 of this
annual report.
In 2025, NZX scored an A- (Fast Follower) in Forsyth
Barr’s C&ESG ratings, an improvement on our last year’s
rating score of B. It is also consistent with other broader
ESG ratings we have received in 2025.
Understanding how we impact the climate
In 2025, we again achieved Toitū Envirocare net carbonzero
certification. This year represents the fifth consecutive year
of NZX’s net carbonzero certification, applied across our
Scope 1, Scope 2, and relevant Scope 3 emissions. This
includes the assessment of emissions from various sources
such as vehicles, business travel, fuel and electricity usage,
paper consumption, and waste generation. Toitū Envirocare
verified our entire reported inventory, including Scope 3
emissions, to a ‘reasonable’ level of assurance in accordance
with ISO 14064-1:2018.
In 2025, our total market-based GHG emissions were 641
tCO
2
e. Excluding the employee commuting, working from
home, and data centre emissions, NZX's total market-based
GHG emissions for 2025 are 391.7 tCO
2
e – 22% lower than
the baseline year emissions from 2019. Intensity metrics are
provided in our climate report on page 146.
Our
environment
NZX Annual Report 2025
46

NZX Greenhouse Gas (GHG) Emissions
ScopeScope 3 CategoryEmissions sources CO
2
-e2019
Tonne s
2023
Tonne s
2024
Tonne s
2025
Tonne s
% difference
YoY
Scope 1Direct Emissions (diesel)1.92.60.00.00.0
Scope 2
(location-based)
Electricity (office space + ticker)48.126.536.852.141.6
Electricity (data centre)N/AN/A17.723.231.1
Scope 2
(market-based)
Electricity (office space + ticker)48.126.531.445.745.5
Electricity (data centre)N/AN/A17.925.844.1
Scope 3
1
3. Fuel- and
energy- related
activities (not
included in scope
1 and scope 2)
Transmission & Distribution
losses for purchased electricity
4.33 .12.24.081.8
Transmission & Distribution
losses for purchased electricity
(data centre)
N/AN/A1.31.838.5
5. Waste
generated in
operations
Office Waste2.328.45.04.6-8.0
Recycling1.80.10.10.10.0
6. Business travelAir Travel
Domestic
Short haul international
Long haul international
212.1
33.6
174.9
94.5
25.3
142.0

96.5
37.9
186.6
100.5
34.1
159.8

4.1
-10.0
-14.4
Accommodation8.012.214.313.6-4.9
Fuel Emissions (rental and
other cars)
10.68.64.33.9-9.3
7. Employee
commuting
Employee CommutingN/A173.8173.8208.820.1
Working From HomeN/A8.89.012.842.2
9. Transportation
and distribution of
sold products
Freight4.222.320.825.623.1
Total (2019 inventory – location-based)501.9365.5404.4398 .1-1. 6
Total (2019 inventory – market-based)501.9365.5399.0391.7-1.8
Total (location-based)501.9548.2606.2644.76.4
Total (market-based)501.9548.2601.0641.06.7
1 Categories 4, 8, 10, 11, 12, 13, 14 were not included, as they are not applicable to NZX Group’s business operations.
N/A – Data was not measured in that year
Setting new goals
With 2025 GHG emissions being 22% below 2019 levels
(excluding employee commuting, WFH, and data centre
emissions, which were added to the inventory
subsequently), the NZX Group has successfully achieved
its 2025 emissions reduction target. The NZX Group
targeted a 21% reduction in certain absolute Scope 1, 2,
and 3 emissions from the 2019 baseline, applying an
absolute contraction approach to sources included in our
2019 inventory. This emissions reduction target did not rely
on offsets.
Building on this progress, in 2025 the NZX Group set
new science-aligned medium- and long-term goals using a
new 2024 base year. The goal-setting process involved an
engagement with an external expert and a workshop with
the Senior Leadership Team to gather feedback. The
recommended goals were then submitted to the Board for
approval.
Based on this process, the NZX Group set the following
emissions reduction goals:
• We aim to achieve net zero in absolute Scope 1 and
Scope 2 emissions by 2030.
• We have an ambition to reach net zero in Scope 3
emissions by 2050.
These goals are designed to align with a 1.5° pathway
and reflect NZX’s long-term commitment to reducing its
climate impact. As with the 2025 target, these goals are
informed by Science-Based Targets initiative (SBTi)
guidance and do not rely on carbon offsets. However, NZX
continues to purchase carbon credit offsets corresponding
to its remaining emissions.
NZX Annual Report 2025
47
3. Operating Responsibly

As New Zealand’s Exchange we are
passionate about working with our customers
and stakeholders to grow the markets NZX
operates, which generate wealth integral to
Kiwis’ standard of living, and New Zealand
companies getting ahead.
Our markets
& economic
performance
NZX Annual Report 2025
48

To support the growth and
development of our core markets
business, and to ensure we are well
connected to New Zealand investors,
NZX owns Smart, a New Zealand
issuer of listed Exchange Traded
Funds, KiwiSaver provider SuperLife
and funds manager QuayStreet Asset
Management.
NZX provides wealth management
services for New Zealand advisers via
NZX Wealth Technologies.
NZX is also responsible for
developing, consulting on, and
enhancing the market rules, practices
and policies under which NZX's
markets operate.
NZX makes a significant
contribution to New Zealand’s
economy, both directly and indirectly
via companies that are listed on the
public markets. More than three
million New Zealanders are investors
through their KiwiSaver accounts and
many more though online platforms
such as Sharesies.
The value that NZX has added
to the New Zealand economy since
2018 (when NZX enacted its growth
strategy) has been substantial when
compared to our gross revenue.
Similarly, constituents of the S&P/NZX
50 index contribute significant value
to the New Zealand economy.
The NZX Main Board covers
171 listed issuers with a market
capitalisation of $191.3 billion.
The NZX Debt Market supports
47 listed issuers with $55.6 billion
outstanding on the market. There
are 145 financial instruments listed
on the NZX Debt Market.
NZX’s economic contribution
In 2025, NZX directly contributed
$251 million to the New Zealand
economy, up 4.6% from $240 million
(restated) in 2024.
Despite challenging market
conditions, NZX’s share of value
added to gross revenue has dropped
slightly, to 66%. This means that for
every dollar of revenue generated, in
2025 NZX contributed 66% directly to
the New Zealand economy in the form
of labour (wages or salaries), capital
or taxes.
Internally we have a workforce
of 356.3 full time equivalents –
adding 18.3 FTEs in 2025 to support
business growth and paid a total of
$55.8 million in salaries.
Creating value
Along with providing investors
with ready access to world-leading
companies, the markets operated by
NZX enable New Zealand companies
and other organisations to raise
capital that directly leads to value
creation for businesses, society and
our environment. As well as capital
raising to strengthen balance sheets,
funds are raised via NZX-operated
markets to provide for a range of
wellbeing initiatives such as social
housing, and environmental and
climate change-focused projects.
NZX's direct contribution to the
New Zealand economy
4.6%
Up from $240 million in 2024
NZX Annual Report 2025
49
3. Operating Responsibly

CASE STUDY
New Zealand has proven time and again we have
the talent, technology, and tenacity to compete
and succeed internationally.
Helping companies
grow and succeed
At NZX, we’re focused on connecting
people, businesses, and capital,
ensuring innovative companies have
access to the right capital pathways
to achieve their growth ambitions.
NZX provides a world-class
exchange platform for companies to
access capital and engage investors
in their company’s business growth
stor y.
For many companies, listing on
the NZX is the ultimate milestone.
It provides access to a great pool
of investors, capital and liquidity
to fund growth, and establishes a
framework for ongoing engagement
with the market. Behind the scenes,
the NZX Capital Markets Origination
(CMO) team actively works with
companies who want to achieve this
goal, demonstrating the benefits of
being listed.
NZX Annual Report 2025
50

New Zealand investors are always
looking to support quality companies
and help them meet their growth
aspirations. In 2025 three new
companies joined the NZX, Uvre
Limited (now Minerals Exploration
Limited), Manuka Resources and
Locate Technologies.
“Public markets remain the most
effective and transparent way for
companies to achieve growth,” says
Jeremy Anderson, NZX’s General
Manager Listings, Information
Services & Environmental Markets.
“Alongside supporting and guiding
companies by providing a range of
listing options from an IPO, direct
listing to foreign exempt or dual
listings, NZX’s CMO team is hands
on working closely with companies
to help tell their story to reach the
broadest range of investors.”
This commitment was recently
highlighted by Brett Mitchell,
Executive Director of Minerals
Exploration Limited. Having
navigated dual listings on various
global exchanges, Brett noted the
NZX listing experience stood apart.
“I’ve been involved with dual
listings all around the world, and this
was by far the best experience I have
had,” he said.
Beyond the listing process, the
team’s role extends to helping
companies succeed once listed.
This includes additional capital
raising activity. Throughout 2025, the
team delivered educational sessions
covering investor relations strategy,
listing support, sustainability and
climate reporting, and long-term
growth planning. This included
targeted masterclasses designed to
help issuers better understand index
inclusion and the role of S&P indices
in the market.
The team remains focused
on supporting issuers by raising
their profile with the investment
community. The "Opening Bell"
podcast and ongoing video
“Spotlight” series continue to serve
as vital channels for articulating issuer
stories, allowing business leaders to
offer insights into their companies,
explain their strategy and growth
ambitions, and pitch directly to the
wider investment community.
Advocacy was another key focus in
2025. NZX worked closely with issuers
and regulators to support changes
to the New Zealand’s climate-
related disclosure thresholds. For
many companies, particularly in
the small to mid-cap segment, the
previous settings were seen as a
compliance burden and a barrier
to remaining listed. The changes
by the Government will help
restore confidence for issuers
considering their long-term place
in the market.
Looking ahead, the NZX
CMO team remains focused
on being a trusted partner for
listed companies. With a strong
pipeline of potential listings in
2026 and continued engagement
across the market, the team’s
priority is supporting issuers
to access capital, strengthen
investor engagement, and
deepen connections.
The team’s contact details are
available at www.nzx.com.
At NZX, we’re focused
on connecting people,
businesses, and capital,
ensuring innovative
companies have access
to the right capital
pathways to achieve their
growth ambitions.
NZX Annual Report 2025
51
3. Operating Responsibly

Corporate
Governance
NZX Annual Report 2025
52

NZX Annual Report 2025
Corporate
Governance
For the purpose of this section of the annual report, the
term 'NZX' and 'Company' means NZX Limited.
NZX’s shares are quoted on the NZX Main Board.
NZX also has a subordinated note quoted on the NZX
Debt Market.
In this part of the annual report, we disclose the extent
to which we have followed the recommendations set out in
the NZX Corporate Governance Code 2025 (NZX Code).
The information in this section is current as at 31 December
2025 and has been approved by the board of directors
of NZX.
NZX’s Board is committed to maintaining the highest
standards of governance by implementing a framework
of structures, practices and processes that it considers
reflect best practice. NZX’s corporate governance policies
and procedures, and its Board and Committee charters,
document the framework and have been approved by
the Board.
The framework has been guided by the
recommendations set out in the NZX Code and the
requirements set out in the NZX Listing Rules (Listing
Rules). The Board’s view is that NZX’s corporate governance
framework has followed these recommendations and
requirements in the year to 31 December 2025
(reporting period).
The corporate governance framework is regularly
reviewed by the Board against the corporate governance
standards set by NZX, any regulatory changes, and
developments in corporate governance practices.
The key corporate governance documents referred to
in this section are available from NZX's investor centre
(nzx.com/about-nzx/investor-centre).
The following diagram summarises the NZX corporate
governance framework.
NZX corporate governance framework
REGULATORSSHAREHOLDERS
NZX BOARD OF DIRECTORS
NZ REGCO CHIEF
EXECUTIVE OFFICER
NZX CHIEF EXECUTIVE OFFICER
NZX EMPLOYEES
NZ REGCO EMPLOYEES
NZ REGCO BOARD
OF DIRECTORS
AUDIT AND
RISK COMMITTEE
TECHNOLOGY
COMMITTEE
HUMAN
RESOURCES &
REMUNERATION
COMMITTEE
NOMINATION
COMMITTEE
CLEARING
COMMITTEE
53
4. Corporate Governance

NZX Annual Report 2025
NZX Regulation Limited
NZX’s regulatory functions are performed by NZX
Regulation Limited (NZ RegCo), a separate, independently
governed entity. All regulatory decision-making has
been delegated to the NZ RegCo Board and NZ
RegCo management.
NZ RegCo does not regulate NZX as a listed issuer,
or any related entities of NZX that are subject to NZX’s
market rules. This means NZ RegCo also does not
regulate Smartshares Limited (as the listed issuer of the
Smartshares ETFs) or NZX Wealth Technologies Limited (as
an accredited NZX Participant). NZX and its related entities
are regulated by the Special Division of the NZ Markets
Disciplinary Tribunal.
NZ RegCo's functions in relation to regulation of NZX’s
markets operations include:
•monitoring and enforcing compliance with NZX’s market
rules by issuers listed on NZX’s markets;
•monitoring and enforcing compliance with the NZX
Participant Rules and the NZX Derivatives Market Rules
by participants operating on NZX’s markets, such as NZX
Firms, NZX Advisors and Trading Participants; and
•working with the FMA as a co-regulator under the
Financial Markets Conduct Act 2013 (FMCA) in relation
to continuous disclosure, market manipulation and
insider trading.
NZ RegCo is subject to a charter, which sets out the
objectives, responsibilities and framework for the operation
of NZ RegCo management and the NZ RegCo Board. 
NZX CODE
Principle 1 – ethical standards
Directors should set high standards of ethical
behaviour, model this behaviour and hold
management accountable for these standards being
followed throughout the organisation.
Code of Conduct
NZX’s Code of Conduct sets out the standards of conduct
expected of directors (including members of committees)
and employees (including secondees, contractors and
consultants). The purpose of the code is to underpin and
support NZX’s values, legal obligations and policies that
govern and guide our individual and collective behaviour.
Training on the code is included as part of the induction
process for new directors and employees.
The code requires directors and employees to promptly
report material breaches of the code and sets out the
procedure for doing so. The code refers to the NZX
Protected Disclosures Policy, which includes reference
to NZX’s processes around whistleblowing and includes
details of a confidential third party agency for employees
to contact for whistleblowing reporting purposes.
The code is reviewed at least every two years and
was last reviewed in February 2025. Amendments to the
code following a review are summarised and detailed to
NZX employees via NZX’s intranet. NZX’s Board Charter
notes that directors should set high standards of ethical
behaviour, model this behaviour and hold management
accountable for these standards being followed throughout
the organisation.
Financial Products Trading Policy
NZX’s Financial Products Trading Policy sets out NZX’s
restrictions on its directors and employees buying or selling
financial products. In particular:
•apart from certain listed exemptions, directors and
employees may not buy or sell NZX’s shares in the
“blackout” periods set out in the policy (these periods
occur prior to the release of NZX’s financial results to
the market);
•outside of a blackout period, directors and employees
must obtain consent to buy or sell NZX’s shares; and
•directors and employees involved in trading financial
products for a managed investment scheme managed
by Smartshares Limited are prohibited from trading in
financial products on their own behalf or on behalf of
related persons, before trading in those products for the
managed investment scheme in order to avoid gaining a
price advantage.
Because NZX is a licensed market operator, NZX’s senior
managers and employees with access to market sensitive
information must obtain consent to buy or sell financial
products quoted on a market operated by NZX.
Training on the policy is included as part of the induction
process for new directors and employees, with annual
refresher training provided to all employees.
The policy is reviewed at least annually and was last
reviewed in September 2025.
54

NZX Annual Report 2025
Principle 2 – board composition
and performance
To ensure an effective board, there should be
a balance of independence, skills, knowledge,
experience and perspectives.
Board Composition as at 31 December 2025
Board
Structure
Number of
DirectorsGender Diversity
Average Director
TenureAverage Director AgeDiversity Characteristics
Single tier73 men, 4 women5 years, 2 months60 years, 6 monthsEducation qualifications,
professional experience,
personal achievements,
geography, gender
Board charter
NZX’s Board operates under a written charter, which sets
out the responsibilities and framework for the operation of
the Board.
The charter is reviewed at least every two years and was
last reviewed in February 2024.
Management of NZX on a day-to-day basis is undertaken
by the Chief Executive Officer and senior managers through
a set of delegated authorities that clearly define the Chief
Executive Officer’s and senior managers’ responsibilities
and those retained by the Board. The delegated authorities
are set out in NZX’s Delegated Authority Policy. The policy
is reviewed at least annually and was last reviewed in
June 2025.
The Board meets its responsibilities by receiving reports
and plans from management and through its annual
work programme. The Board uses committees to address
issues that require detailed consideration. Committee-work
is undertaken by directors. However, the Board retains
ultimate responsibility for the functions of its committees
and determines their responsibilities.
Nomination and appointment of directors
NZX has a Nomination Committee, which is responsible for
reviewing candidates for appointment and re-election to
the Board and committees, and making recommendations
to the Board. An independent recruitment consultant may
provide assistance in preparing a list of candidates for
the Committee’s consideration. The Committee meets with
preferred candidates before making a recommendation to
the Board. Checks are done on candidates in accordance
with NZX’s Fit and Proper Policy. Key information about
candidates is provided to shareholders in the notice of
annual meeting.
At each annual meeting, current directors retire by
rotation at least every three years as required by the
Listing Rules and are eligible for re-election. Any directors
appointed since the previous annual meeting must also
retire and are eligible for re-election.
NZX uses a skills matrix when selecting candidates for
appointment and re-election to the Board. 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.
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. A summary of the skills assessment of the current
Board is contained overleaf. This matrix does not include
the skills of the independent directors of NZ RegCo, Smart
or the NZX Limited future director, each of whom bring
additional skills and expertise to the NZX Group.
Based on these criteria, the Board considers that its
members currently have the balance of independence,
skills, knowledge, experience and perspectives necessary
to lead NZX.
55
4. Corporate Governance

High
BOARD STRENGTH
Med-HighLow-MedLow
Board Skills Matrix
CATEGORYDESCRIPTIONBOARD STRENGTH
Corporate governanceKnowledge and experience of governance including
oversight of governance frameworks and ESG/
sustainability.
133
StrategyExperience in defining strategic objectives and
constructively challenging strategic plans.
52
Risk managementCapability in identifying understanding risks and risk
mitigation strategies. Ability to understand the
effectiveness of risk management frameworks and
practices.
412
Business & Digital
Transformation
Knowledge or experience of restructured or new
business resources and models, technology and
capabilities, (incl digital technology).
151
Financial fluencyExperience or background in accounting, corporate
finance and financial reporting, with capability to
assess financial controls and reporting.
52
Policy/Regulatory advocacy
and engagement
Relationships with senior people at FMA and RBNZ,
and relevant politicians.
241
Listed CompanyBoard member, CEO or senior executive of listed
companies (or to equivalent standard in govt or
unlisted).
61
Culture and peopleExperience overseeing CEO and senior management,
including capability assessment, remuneration
frameworks, along with promoting an appropriate
workplace culture aligned with corporate values.
61
Stock exchangeExperience with financial products and licensed
financial markets including market infrastructure,
derivatives and data.
331
Funds managementExperience as Board member, portfolio manager,
senior executive or with investment committee, with a
fund manager.
2311
Custody & AdministrationUnderstanding of Custodial and Administration
platforms.
412
Clearing House & SettlementsUnderstanding of pre- and post-trade settlement
systems.
142
Technology (markets)Experience in governance of critical technology
infrastructure, technology strategies and cyber
security, with emphasis on financial markets-related
technologies.
124
Equity & Debt capital marketsDegree of involvement with debt/equity issuance
(primary and secondary) from either broker, fund
manager, or Listed Issuer side.
331
Regulatory: FMCA, Listing
Rules, & Public Policy
Degree of familiarity with LR and FMCA issues such as
materiality and continuous disclosure and
understanding of how policy settings operate and are
influenced.
322
Capital markets relationshipsExtent of relationships with brokers, institutional
investors in NZ and Australia, investment banking, and
private equity.
124
NZX Annual Report 2025
56

NZX Annual Report 2025
Written agreement
NZX provides a letter of appointment to each newly
appointed director setting out the terms of their
appointment. The letter includes information regarding
expected time commitments, the Board’s responsibilities,
remuneration, independence requirements, disclosure
requirements, confidentiality obligations, indemnity and
insurance provisions, intellectual property rights and
cessation of appointment.
Director information
The Board currently comprises seven directors with
diverse backgrounds, skills, knowledge, experience
and perspectives. All directors are non-executive
and independent. A director’s interests, position and
relationships, as well as the factors set out in Table 2.4 of the
NZX Code, have been considered holistically and without
considering any conflict management arrangements when
determining the director’s independence status.
Information in respect of directors’ ownership interests
is available on page 133. NZX’s directors participate in a
Share Purchase Plan, which requires them to apply a certain
amount of their fees to the purchase of NZX shares (subject
to certain limits and exceptions, the details of which are set
out on page 71).
Diversity
NZX’s Diversity and Inclusion Policy sets out how NZX
will set measurable objectives for achieving diversity and
inclusion, and how it will assess its progress towards
achieving these objectives.
The policy is reviewed at least every two years and was
last reviewed in February 2025. Further details on NZX’s
diversity and inclusion are outlined on pages 9 and 44.
DIRECTOR TRAINING
Directors are expected to understand NZX's operations
and undertake training and education to enable them to
effectively perform their duties. This can include:
•attending management presentations in respect of
NZX’s operations;
•attending presentations on changes in governance, legal
and regulatory frameworks;
•attending technical and professional
development courses;
•attending presentations from industry experts and
key advisers;
•attending the World Federation of Exchanges (WFE)
conferences of which NZX is a member; and
•receiving regular educational materials.
NZX continues to support the Institute of Directors’
Future Director Programme, with Laura Manson appointed
as a NZX Future Director on 7 August 2025.
ASSESSMENT OF BOARD PERFORMANCE
A detailed Board evaluation was commenced in
2024 to review the performance of the Board
and Committees across key areas, including strategy,
risk management, Board processes and monitoring
organisational performance. This process was run by
external and independent governance experts. The key
findings of the process, including questionnaire responses,
were considered by the Board in the first quarter of 2025.
The recommendations related to subsidiary governance,
management reporting and strategic direction and were
adopted (or already in the process of being implemented)
in part. 
SEPARATION OF THE CHAIRPERSON AND
CHIEF EXECUTIVE OFFICER
NZX’s Board Chair and Chief Executive Officer are different
people. NZX’s Board Chair is an independent director.
Principle 3 –
committees
The Board should use committees where this will
enhance its effectiveness in key areas, while still
retaining board responsibility.
COMMITTEES AND MEMBERS
The Board uses committees where specialist skills and
experience are required. As at 31 December 2025, five
standing committees have been established to assist the
Board on matters falling within their areas of responsibility.
Each committee has authority to undertake any activity set
out in its charter or as authorised by a separate resolution of
the Board.
The board and five committees (and the members of
each) as at 31 December 2025 are set below.
Board and committees (as at 31 December 2025)
Board of Directors
•John McMahon (Chair)
•Dame Paula Rebstock
•Lindsay Wright
•Frank Aldridge
•Elaine Campbell
•Peter Jessup
•Rachel Walsh
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NZX Annual Report 2025
Committees
Core Committees
Audit and Risk Committee
Human Resources and
Remuneration Committee
Nomination CommitteeClearing CommitteeTechnology Committee
Lindsay Wright (Chair)Frank Aldridge (Chair)John McMahon (Chair)Rachel Walsh (Chair)Peter Jessup (Chair)
Frank AldridgeElaine CampbellFrank AldridgePeter JessupJohn McMahon
Rachel WalshJohn McMahonDame Paula RebstockJohn McMahonRachel Walsh
Dame Paula Rebstock
1
Dame Paula Rebstock
Lindsay Wright
1Dame Paula Rebstock assumed the role of Chair of Human Resources and Remuneration Committee from 1 January 2026.
Director meeting attendance
Core Committees
DirectorBoardAudit and Risk
Committee
1
Human
Resources and
Remuneration
Committee
2
Nomination
Committee
Technology
Committee
Clearing
Committee
John McMahon
3
6/6-5/62/22/44/4
Dame Paula Rebstock6/6-6/62/2-3/4
Lindsay Wright6/67/8---4/4
Frank Aldridge6/68/86/62/2--
Elaine Campbell
4
4/6-6/6---
Peter Jessup6/6---4/44/4
Rachel Walsh6/68/8--2/44/4
1In addition to the scheduled meetings, the Audit and Risk Committee held two additional meetings during the year to discuss the appointment of insurance brokers and
approve NZX’s insurance renewal proposals.
2In addition to the scheduled meetings, the Human Resource and Remuneration Committee held two additional meetings during the year to discuss the appointments of
senior executives.
3John McMahon attended 6/8 Audit and Risk Committee meetings as an ex-officio member.
4In addition to committee attendance, NZX directors may also sit on subsidiary boards. Elaine Campbell is a director of NZX Regulation Limited and attended 8/8 NZX
Regulation Limited scheduled board meetings.
Audit and Risk Committee
NZX’s Audit and Risk Committee assists the Board to fulfil
its responsibilities in relation to the NZX Group’s financial
practices and reporting, internal control environment,
internal audit, external audit and risk management. The
Committee operates under a written charter, which sets out
the responsibilities and framework for the operation of the
Committee. The charter is reviewed at least every two years
and was last reviewed in May 2024.
The Committee must be comprised solely of NZX
directors, have a minimum of three members, have a
majority of members that are independent directors and
have at least one director with an accounting or financial
background. The current composition of this Committee
complies with these requirements.
The Committee’s Chair, Lindsay Wright, holds a bachelor
of commerce degree from the University of Auckland
majoring in finance and accounting, and has previously
held the role of CFO of Deutsche New Zealand (previously
Bankers Trust) and was also formerly Chair of the Audit
Committee for the New Zealand Superannuation Fund.
Lindsay’s full biography (as well as the biographies of other
committee members) is on page 34.
The Committee Chair and the Board Chair are
different people.
Management may only attend meetings at the invitation
of the Committee and the Committee routinely has
Committee-only time and time with the external and
internal auditors without management present.
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NZX Annual Report 2025
Human Resources and Remuneration Committee
NZX’s Human Resources and Remuneration Committee
assists the Board in overseeing the management of
the human resources activities of NZX, including the
remuneration of employees. The Committee operates
under a written charter, which sets out the responsibilities
and framework for the operation of the Committee. The
charter is reviewed at least every two years and was last
reviewed in February 2025.
The Committee must have a minimum of three members
and a majority of members that are independent directors.
The current composition of this Committee complies with
this requirement.
Management may only attend meetings at the invitation
of the Committee and the Committee routinely has
Committee-only time.
Nomination Committee
NZX’s Nomination Committee assists the Board in
identifying and recommending individuals to the Board for
nomination as directors and members of committees. The
Committee operates under a written charter, which sets out
the responsibilities and framework for the operation of the
committee. The charter is reviewed at least every two years
and was last reviewed in November 2024.
The committee must have a minimum of three members
and a majority of members that are independent directors.
The current composition of this Committee complies with
this requirement.
Management may only attend meetings at the invitation
of the Committee and the Committee routinely has
Committee-only time.
Technology Committee
NZX’s Technology Committee was formed in 2020 and
assists the Board in oversight of the role and use of
technology in executing NZX’s strategy (including ICT
recommendations from Capital Markets 2029), meeting
regulatory requirements and standards and in supporting
the function of the markets operated and cleared by
NZX, through NZX Clearing. The Technology Committee
oversees NZX technology risk and supports the Audit
and Risk Committee in its overall group risk management
obligations. The Committee operates under a written
charter, which sets out the responsibilities and framework
for the operation of the Committee. The charter was last
reviewed in December 2025.
The Committee must have three members. The
Committee may have a non-director as a member (who
must have skills and experience relevant to the operation of
the Committee). The current composition of this committee
complies with these requirements (though it does not
currently have a non-director member).
Clearing Committee
The Clearing Committee assists the Board in ensuring that
New Zealand Clearing Limited has adequate risk capital to
meet its obligations as the central counterparty clearing
house for NZX Clearing. The Committee operates under
a written charter, which sets out the responsibilities and
framework for the operation of the Committee. The charter
is reviewed at least every two years and was last reviewed in
February 2024.
The Committee must have a minimum of three members
being either all NZX directors or two directors and one
external independent person (who must have skills and
experience relevant to the operation of the Committee).
The current composition of this Committee complies with
these requirements.
Takeover protocol
NZX’s Takeover Protocol sets out the procedure to be
followed if there is a takeover offer for NZX.
The protocol is reviewed at least every two years and was
last reviewed in December 2025.
Principle 4
– reporting and
disclosure
The Board should demand integrity in financial and
non-financial reporting, and in the timeliness and
balance of corporate disclosures.
Continuous disclosure
NZX’s Continuous Disclosure Policy sets out NZX’s
arrangements to ensure material information is identified,
reported, assessed and, where required, disclosed to the
market in a timely manner.
NZX is committed to ensuring the timely disclosure of
material information about the NZX Group and to ensuring
that NZX complies with the NZX Listing Rules.
It is the responsibility of the Board to monitor
compliance with the Continuous Disclosure Policy. The
Board considers at each Board meeting whether any
information discussed at the meeting requires disclosure.
The policy is reviewed at least every two years and was
last reviewed in August 2024.
Charters and policies
The key corporate governance documents referred to in
this section, including policies and charters, are available
from NZX’s investor centre (https://www.nzx.com/about-
nzx/investor-centre).
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NZX Annual Report 2025
Financial reporting
NZX is committed to ensuring integrity and timeliness in
its financial reporting and in providing information to the
market and shareholders which reflects a considered view
on its present and future prospects.
The Audit and Risk Committee oversees the quality
and integrity of external financial reporting, including
the accuracy, completeness, balance and timeliness of
financial statements. It reviews NZX’s full and half-year
financial statements and makes recommendations to the
board concerning accounting policies, areas of judgement,
compliance with accounting standards, stock exchange and
legal requirements, and the results of the external audit.
All matters required to be addressed and for which the
Committee has responsibility were addressed during the
reporting period.
NZX has published its full and half-year financial
statements that were prepared in accordance with relevant
financial standards. The full year financial statements are set
out on pages 82 to 129.
The Chief Executive Officer and Chief Financial and
Corporate Officer have confirmed in writing to the Board
that NZX’s external financial reports present a true and fair
view in all material aspects.
Non-financial reporting
NZX releases data on its non-financial performance
metrics each month through its monthly shareholder
metrics publications. It also releases quarterly revenue and
shareholder metrics, and regulation metrics representing
the key features of NZX’s activities in regulating its markets.
NZX releases non-financial data within its annual report,
including as to remuneration (on pages 64 to 72), within
the climate report (pages 138 to 150) and as against
the sustainability reporting standard, the Global Reporting
Initiative (see pages 151 to 154).
NZX continues to integrate its non-financial reporting
and disclosures to align with its financial performance
and strategy.
To support this, and provide increased clarity for
shareholders and the market on our financial performance
and execution of strategy, financial and non-financial targets
are reported.
Further information is available from the NZX investor
centre (https://www.nzx.com/about-nzx/investor-centre)
Principle 5
– remuneration
The remuneration of directors and executives should
be transparent, fair and reasonable.
Directors’ remuneration
Please see page 72 for details of the current fees paid to
NZX directors.
Remuneration policy
Please see page 65 for details on NZX’s remuneration policy
for the remuneration of NZX directors and employees.
Chief Executive Officer remuneration
Please see page 65 to 67 for details of the NZX CEO’s
remuneration arrangements.
Principle 6 – risk management
Directors should have a sound understanding of the
material risks faced by the issuer and how to manage
them. The Board should regularly verify that the issuer
has appropriate processes that identify and manage
potential and material risks.
Risk management framework
The Board is responsible for the establishment and
oversight of NZX’s risk management framework, together
with setting NZX’s overall risk appetite and tolerance.
Significant risks are discussed at each Board meeting, or
as required.
The Board has established an Audit and Risk Committee
with responsibility to:
•review and provide feedback in respect of the principal
risks set out in NZX’s risk register;
•ensure that management has established a risk
management framework which includes policies and
procedures to effectively identify, manage and monitor
NZX’s principal risks; and
•monitor compliance with, and assess the effectiveness of,
the risk management framework.
The Committee reviews the risk register every quarter.
The Committee also reviews the risk management
framework annually. The Committee receives reports on the
operation of risk management policies and procedures.
The Executive Team and senior management are
required to regularly identify the major risks affecting the
business, record them in the risk register and develop
structures, practices and processes to manage and monitor
these risks.
NZX maintains insurance policies that it considers
adequate to meet its insurable risks.
The Board is satisfied that NZX has in place a risk
management framework to effectively identify, manage and
monitor NZX’s principal risks, including a Risk Appetite
Statement, Conflict Management Policy, Continuous
Disclosure Policy, Delegated Authority Policy, Financial
Products Trading Policy, Fit and Proper Policy, Acceptable
Use of Technology Policy and Protected Disclosures Policy.
NZX engages EY to carry out internal audit functions
on various parts of its operations, including assessing
the effectiveness of NZX’s risk management policies
and procedures. Additionally, independent assurance is
provided and reviews are undertaken on matters such as
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NZX Annual Report 2025
risk capital, operational controls, IT/software security and
anti-money laundering procedures.
Key risks
NZX’s material risks for 2025 and how these are being
managed are outlined and discussed at pages 76 to 80.
In addition, please see page 153 for health and safety risk
disclosures in Appendix 2 (GRI Content Index).
Chief Executive Officer and Chief Financial and
Corporate Officer assurance
The Chief Executive Officer and Chief Financial and
Corporate Officer have provided the Board with written
confirmation that NZX’s 2025 financial statements are
founded on a sound system of risk management and
internal compliance and control; and that all such
systems are operating efficiently and effectively in all
material respects.
Principle 7
– auditors
The Board should ensure the quality and
independence of the external audit process.
NZX’s Audit and Risk Committee makes
recommendations to the Board on the appointment and
removal of the external auditor. The Committee also
monitors the independence and effectiveness of the
external auditor, and reviews and approves any non-audit
services performed by the external auditor. An External
Auditor Independence Policy sets out the services that may
or may not be performed by the external auditor. This policy
was last reviewed in April 2025.
During the reporting period, NZX concluded a request
for proposal (RFP) process for the provision of its
external audit and assurance services (and associated
reporting). On 7 March 2025 the Group announced that
PricewaterhouseCoopers (PwC) had been appointed as the
Group’s external auditor for the financial year commencing
1 January 2025.
The Committee regularly meets with the external auditor
to approve their terms of engagement, audit partner
rotation (at least every five years) and audit fee, and to
review and provide feedback in respect of the annual
external audit plan. A comprehensive review and formal
assessment of the independence and effectiveness of the
external auditor is undertaken periodically. The Committee
routinely has time with NZX's external auditor, PwC, without
management present.
PwC attends the annual meeting, and the lead audit
partner is available to answer questions from shareholders
at that meeting. PwC and KPMG (as auditor for the
financial year ending 31 December 2024) attended the
2025 annual meeting.
PwC has provided the Audit and Risk Committee with
written confirmation that, in their view, they were able to
operate independently during the year.
NZX has appointed EY to perform a number of
internal audit functions. The Audit and Risk Committee
is responsible for overseeing the independence and
objectivity of the internal audit function and for reviewing
and monitoring the internal audit annual work plan,
reports from internal audit and management responses.
The Committee routinely has time with EY without
management present.
Principle 8 – shareholder rights
and relations
The Board should respect the rights of
shareholders and foster constructive relationships
with shareholders that encourage them to engage
with the issuer.
Information for shareholders
NZX seeks to ensure that investors understand its activities
by communicating effectively with them and giving them
access to clear and balanced information.
The key information channels are NZX's website,
announcements and media releases, social media channels,
the annual and interim report, investor days and the
annual meeting.
NZX’s investor centre contains annual and interim
reports, investor presentations, dividend information and
other information relating to NZX (including key corporate
governance documents).
Communicating with shareholders
NZX’s investor centre sets out NZX’s Chief Financial
and Corporate Officer’s and NZX’s GM Corporate Affairs
& Sustainability contact details for communications
from shareholders. NZX responds to all shareholder
communications within a reasonable timeframe.
NZX provides options for shareholders to receive and
send communications electronically, to and from both
NZX and its share registrar. NZX encourages shareholder
participation at its shareholder meetings by allowing in
person or virtual attendance, and provides a webcast of
the meeting, along with presentations and the Chair and
CEO’s addresses on its website. In addition, NZX’s Notice
of Meeting assists shareholders with virtual elements of the
meeting including voting and questions.
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4. Corporate Governance