NZX Limited Annual Meeting 2026

Our Annual
Shareholders’ Meeting
1
As a shareholder of NZX Limited (NZX), you are invited to our Annual Meeting to be held at our
Auckland Office at Level 15, 45 Queen Street, Auckland and virtually via an online platform provided
by NZX’s share registrar, MUFG Pension & Market Services at www.virtualmeeting.co.nz/nzx26 on
Thursday, 23 April 2026 at 10.00am.

Venue: Level 15, 45 Queen Street, Auckland 1010

Details of how to attend online are set out in the “Important Information” section below.
Date: Thursday, 23 April 2026
Time: 10:00am
If you are attending the meeting in person, please bring your Proxy form (intact) or your CSN/Security holder number with you to help make
registration quick and simple with the MUFG Pension & Market Services team (who will be at the entrance to the room). If you are joining the
meeting online, further instructions on how to participate are outlined below.
Business
A. Chairman’s welcome and strategic overview
B. CEO’s report on financial and business performance
C. Financial statements
To receive the Annual Report for the 12 months ended 31 December 2025, including the financial
statements and the auditor’s report.
D. Ordinary resolutions
The following resolutions will be voted on at the meeting:
1. That the Board be authorised to determine the auditor’s fees and expenses for the
2026 financial year.
2. That Dame Paula Rebstock, who retires and is eligible for re-election, be re-elected as a director
of NZX Limited.
3. That Rachel Walsh, who retires and is eligible for re-election, be re-elected as a director
of NZX Limited.
E. Other business
To consider shareholder questions any other business that may be properly brought before the meeting.
By order of the Board
Sara Wheeler
COMPANY SECRETARY

Explanatory Notes
All resolutions to be put to the meeting are discussed in the following Explanatory Notes.
All of the resolutions are proposed as ordinary resolutions and, to be passed, require approval by a simple majority of votes of shareholders who are
entitled to vote on the resolutions and who exercise their right to vote. All references in this Notice of Meeting to the “Listing Rules” are references to
the NZX Listing Rules dated 31 January 2025.
Election of Directors
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Resolution 1:
Auditor
PwC is the current auditor of NZX. The Companies Act 1993 (Act) provides that a company’s auditor is automatically re-appointed unless
its shareholders resolve to appoint a replacement auditor, or there is another reason for the auditor not to be re-appointed. Further,
section 207S of the Act provides that an auditor’s fees and expenses must be fixed by the company, or in the manner that the company
determines at a shareholders’ meeting.
Shareholders are being asked to resolve that the Board is authorised to fix the fees and expenses of PwC for the 2026 financial year.
The Board unanimously supports resolution 1 and recommends that you vote in favour of it at the meeting.
Pursuant to Listing Rule 2.7.1, a director must not hold office (without re-election) past the third
annual meeting following the director’s appointment, or 3 years, whichever is longer.
Dame Paula Rebstock retires in accordance with Listing Rule 2.7.1 and offers herself for re-election.
Dame Paula was appointed as a director in February 2023.
She is a leading Auckland-based economist and company director, who was made a Dame
Companion of the New Zealand Order of Merit in 2015 for services to the State. Dame Paula has
extensive professional experience in corporate and public services governance. She is a Director of
NZX-listed Vector, Bluecurrent Australia and Bluecurrent New Zealand, and also serves on unlisted
entities including Auckland One Rail, Chair of Asia Pacific Healthcare Group, and Chair of AIA
Sovereign Insurance New Zealand, among others. Dame Paula is a former Chair of the New Zealand
Commerce Commission, and the Accident Compensation Corporation (ACC); was Deputy Chair of
KiwiRail, and a Director of Auckland Transport.
Dame Paula is Chair of the Human Resources and Remuneration Committee, and also a member of
the Nomination Committee.
The Board (other than Dame Paula Rebstock) has determined that, in its view, Dame Paula is an
Independent Director (as defined in the Listing Rules).
The Board unanimously supports resolution 2 and recommends that you vote in favour of it at
the meeting.
Rachel Walsh also retires in accordance with Listing Rule 2.7.1 and offers herself for re-election.
Rachel joined the NZX Board 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.
Rachel is Chair of the Clearing Committee and also a member of the Audit and Risk, Nominations
and Technology committees.
The NZX Corporate Governance Code commentary on factors to be considered when determining
director independence include circumstances where the director has close family ties or personal
relationships with anyone in the categories listed. The Board notes that Ms Walsh has a close
personal relationship with an employee of NZX’s current external audit firm (PwC).
The Board (other than Ms Walsh) considers that Ms Walsh remains independent on the basis that
the relevant person does not provide services to NZX and therefore the circumstances do not
result in a Disqualifying Relationship for the purposes of the Listing Rules.
The Board unanimously supports resolution 3 and recommends that you vote in favour of it at
the meeting.
Resolution 2:
Re-election of Dame Paula Rebstock as a Director of NZX
Resolution 3:
Re-election of Rachel Walsh as a Director of NZX
NZX Annual Shareholders’ Meeting 2026

Important Information
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Voting
You are entitled to vote at the Annual Meeting if you have a
shareholding in NZX Limited at 5:00pm on Tuesday 21 April 2026.
If you are entitled to vote and wish to do so in person, you should attend
the Annual Meeting.
A proxy form is enclosed with this Notice of Annual Meeting which
allows you to vote on the resolutions notified in this Notice of Annual
Meeting. Please bring this form with you to the meeting, as the barcode
will assist with your registration.
Proxies and corporate representatives
Any shareholder of NZX who is entitled to attend and vote at the Annual
Meeting, is entitled to appoint a proxy (or representative in the case of a
corporate shareholder) to attend the meeting and vote on their behalf.
A proxy need not be a shareholder of NZX.
If you appoint a proxy, you may either direct your proxy how to vote
for you, or you may give the proxy discretion to vote as they see fit.
If you wish to give your proxy discretion, then you should make the
appropriate election, either online or on the proxy form, to grant
your proxy that discretion. You will be deemed to have given your
proxy discretion if you do not make an election in relation to any of
resolutions 1 to 3.
The Chair of the meeting is willing to act as proxy for any shareholder
who appoints him for that purpose. If you appoint the Chair of the
meeting as your proxy and do not direct the Chair how to vote in the
proxy form, the Chair will vote in favour of resolutions 1 to 3.
If, in appointing your proxy, you do not name a person as your proxy
(either online or on the proxy form that is lodged with MUFG Pension &
Market Services), or your named proxy does not attend the meeting, the
Chair of the meeting will be your proxy and may only vote in accordance
with your express direction. To be valid, a completed proxy form must be
returned so that it is received by no later than 10:00am on Tuesday 21
April 2026. Any proxy form received after this time will not be valid for
the meeting. You may return your completed proxy form by delivering it
to MUFG Pension & Market Services using one of the following methods:
Online at: https://nz.investorcentre.mpms.mufg.com/voting/nzx
(you will need your CSN/holder number and authorisation
code (FIN))
Scan and email to: meetings.nz@cm.mpms.mufg.com
(use ‘NZX Proxy’ as email subject)
Mail to: MUFG Pension & Market Services, PO Box 91976,
Auckland 1142 using the enclosed reply paid envelope
By hand to: MUFG Pension & Market Services, Level 30,
PwC Tower, 15 Customs Street West, Auckland 1010
Online Participation
To participate at the meeting online use the following link to NZX’s share
registrar’s virtual meeting platform: www.virtualmeeting.co.nz/nzx26
Shareholders attending and participating in the meeting virtually
via the online platform will be able to vote and ask questions during
the meeting. If you will be participating online you will require your
shareholder number, found on your proxy form, for verification purposes
More information regarding virtual attendance at the meeting (including
how to vote and ask questions virtually during the meeting) is available
in the Virtual Annual Meeting Online Portal Guide, which is available at:
https://mail.cm.mpms.mufg.com/MUFG/MUFG_VirtualMeetingGuide.pdf
A full replay of the meeting will be available via the link below and can
be accessed online at NZX’s Investor Centre:
https://www.nzx.com/about-nzx/investor-centre/shareholder-meetings

Resolutions
All of the resolutions are ordinary resolutions, meaning they can be
approved by a simple majority (more than 50%) of the votes cast that are
entitled to vote on the resolution.
Questions
Following the conclusion of formal business, there will be an opportunity
for shareholders at the meeting (attending either in person or using the
virtual meeting platform) to ask questions.
To encourage shareholder participation, we also invite those unable
to attend in person to submit questions ahead of the meeting. If you
would like to submit a question you can do so online or using the
enclosed proxy form. The Company may not address questions that
were not received by 10:00am on Tuesday 21 April 2026 (noting that
the questions may be raised by shareholders at the meeting, whether
attending in person or through the virtual meeting platform).
Copies of the Annual Meeting presentation materials will be published
and available online shortly before the meeting begins.
NZX Annual Shareholders’ Meeting 2026

NZX Annual Shareholders’ Meeting 2026
How to get to the Annual Meeting
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NZX Limited
Level 15
45 Queen Street
Transit by train to Britomart
Train Station then walk/taxi
A. Lower Albert Street
B. Custom Street West
C. Britomart Te Komititanga
D. Stop A Britomart Queens Arcade
E. Stop B Britomart Queens Arcade
F. Britomart Queens Arcade
G. Britomart
H. Britomart Custom Street East
I. Britomart Commerce Street
J. Britomart Train Station
BUS STOPS/ROUTES
C
DF
J
E
G
I
H
B
A
C

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Proxy form for the NZX
2026 Annual Meeting
Lodge your proxy
The Annual Meeting of NZX Limited (NZX or
the Company) will be held at our Auckland
Office at Level 15, 45 Queen Street, Auckland
and virtually via an online platform provided by
NZX’s share registrar, MUFG Pension & Market
Services at http://www.virtualmeeting.co.nz/
nzx26 on Thursday, 23 April 2026 at 10.00am.
If attending in person, please register and be
seated by 9:50am. If you will be attending
online, you will require your Holder Number for
verification purposes.
Appointment of Proxy
If you do not plan to attend the Annual Meeting, you may appoint
a proxy. The Chair or any other director can act as a proxy for any
shareholder who appoints him or her. If, in appointing your proxy, you
do not name a person to be your proxy (either online or on this form),
or your named proxy does not attend the meeting, the Chair of the
meeting will be your proxy and vote in accordance with your express
direction.
Voting of your holding
Direct how to vote your proxy by making the appropriate election, either
online or on this form, in respect of each item of business (resolution 1
to 3). If you do not make an election in respect of a resolution your proxy
may vote as they choose.
If you make more than one election in respect of a resolution your vote
will be invalid for that resolution.
Appointing the Chair of the meeting or a Director as your
proxy
If you expressly appoint the Chair of the meeting or any other Director
as your proxy and elect to give them discretion on how to vote on a
resolution, you acknowledge that they may exercise your vote even if
they have an interest in the outcome of that resolution.
The Chair of the meeting and the directors intend to vote all
discretionary proxies in favour of resolutions 1 to 3.
Please complete, sign and lodge this Proxy Form and voting instructions
with MUFG Pension & Market Services (NZX’s registry), no later than
10:00am on Tuesday, 21 April 2026.
Proxies need to be lodged as per the instructions on this form.
Attending the meeting
If you propose to attend the Annual Meeting please bring this Admission
Card/Proxy Form intact to the meeting, the barcode is required for
registration at the meeting.
Signing instructions for proxy forms
Individual holding
Where the holding is in one name, the security holder must sign.
Joint holding
This Proxy Form may be signed by either, or on behalf of, the joint
shareholders (or their duly authorised attorney).
Power of Attorney
If this Proxy Form has been signed by an attorney, a copy of the power
of attorney under which it was signed (if not previously provided to
the registry), and a signed certificate of non-revocation of the power of
attorney must accompany this Proxy Form.
Company
This Proxy Form must be signed by a duly authorised officer or attorney.
Persons who sign on behalf of a company must be acting with the
company’s express or implied authority.
Go online to https://nz.investorcentre.mpms.mufg.com/voting/nzx to appoint and give directions to
your proxy or turn over to complete the form.
1
Online
https://nz.investorcentre.mpms.mufg.com/voting/nzx
(CSN/holder number and authorisation code (FIN) required to vote)
Scan & Email
meetings.nz@cm.mpms.mufg.com
(please use “NZX Proxy Form” as the subject)
Mail
MUFG Pension & Market Services
PO Box 91976, Auckland, 1142, New Zealand
(If mailing proxy from within New Zealand please use the pre-paid
envelope provided. If you are mailing from outside New Zealand
you can also use the return envelope but please add a stamp for the
required postage.)
Deliver In Person
MUFG Pension & Market Services, Level 30, PwC Tower,
15 Customs Street West, Auckland

Proxy/Corporate Representative Form
2
STEP 3: Shareholder questions
Shareholders present at the Annual Meeting in person or virtually will have the opportunity to ask questions during the meeting. If you cannot attend the
Annual Meeting but would like to ask a question you can submit a question online by going to https://nz.investorcentre.mpms.mufg.com/voting/nzx and
completing the online validation process, or complete the question section below and return to MUFG Pension & Market Services in the reply paid envelope
enclosed. Questions will need to be submitted by 10:00am on Tuesday 21 April 2026. The Board will address and answer questions at the Annual Meeting.
Questions:
Ordinary Business:
This form is to be used to vote as follows on the following:
Ordinary Resolutions:
1. That the Board be authorised to determine the auditor’s
fees and expenses for the 2026 financial year.
2. That Dame Paula Rebstock, who retires and is eligible for
re-election, be re-elected as a director of NZX Limited .
3. Tha
t Rachel Walsh, who retires and is eligible for re-election,
be re-elected as a director of NZX Limited.
SIGN: Signature of shareholder(s) This section must be completed.
STEP 1: Appoint a proxy to vote on your behalf
STEP 2: Items of business - proxy voting instructions
Shareholder 1Shareholder 2Shareholder 3
Electronic Investor Communications
If you received the Notice of Meeting & Proxy by mail and wish to receive your future investor communications by email please provide your
email address below:
or duly authorised officer
I / We being a shareholder(s) of NZX Limited
NZX Annual Shareholders’ Meeting 2026
Hereby appoint
Or failing that person
(full name of proxy)
(full name of proxy)
ForAgainstAbstainDiscretion
(full address)
(full address)
of
of
or duly authorised officeror duly authorised officer
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of NZX Limited to be held at
10:00am, Thursday 23 April 2026, and at any adjournment of that meeting.
And to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or any adjournment
thereof). Unless otherwise instructed as above, the proxy may vote as he/she thinks fit or abstain from voting on each such resolution. The proxy is appointed only in
respect of the above meeting or any adjournment thereof.
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf during the poll, and your votes will not be
counted in computing the required majority.
Tick (
✓) in box to vote