NZX Limited Annual Meeting 2025

Our Annual
Shareholders’ Meeting
1
As a shareholder of NZX Limited (NZX), you are invited to our Annual Meeting to be held at
The Chamber Room at The Piano, 156 Armagh Street, Christchurch Central City, Christchurch 8011
and virtually via an online platform provided by NZX’s share registrar, MUFG Corporate Markets at
http://www.virtualmeeting.co.nz/NZX25 on Thursday, 1 May 2025 at 10.00am.

Venue: The Chamber Room at The Piano, 156 Armagh Street,
Christchurch Central City, Christchurch 8011

Details of how to attend online are set out in the “Important Information” section below.
Date: Thursday, 1 May 2025
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 Corporate Markets 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 2024, 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 2025 financial year.
2. That Elaine Campbell, who retires and is eligible for re-election, be re-elected as a
director of NZX Limited.
3. That Peter Jessup, who retires and is eligible for re-election, be re-elected as a
director of NZX Limited.
E. Other business
To consider shareholder questions or any other business that may be properly brought before the meeting.
By order of the Board
Sara Wheeler
COMPANY SECRETARY

NZX Annual Shareholders’ Meeting 2025
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
2
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 2025 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.
Elaine Campbell retires in accordance with Listing Rule 2.7.1 and offers
herself for re-election.
Elaine was appointed as a director in February 2019. She was last
presented for re-election in 2022.
Elaine has more than 20 years’ executive experience, primarily in
financial and capital markets, and the IT and telecommunications
industry. Elaine is the Chief Legal, Governance and External Relations
Officer at NZX-listed SkyCity. Immediately prior to this role, she was on
the executive team at NZX-listed Chorus, most recently as the Executive
GM of Fibre Access and prior to that, as the Chief Corporate Officer
and General Counsel. Elaine spent five years at the Financial Markets
Authority as Director of Compliance before joining AMP as an executive
director and General Counsel. Elaine was on the executive team at NZX
from 2002 to 2008, where Elaine led the demutualisation and listing
of NZX and was responsible for the insourcing of regulatory functions,
along with chairing Smart. She has previously worked in the UK and USA
for multinational Sun Microsystems.
Elaine is a member of the NZX Human Resources & Remuneration
Committee, and is also a director of NZX’s subsidiary NZX Regulation
Limited.
The Board has determined that, in its view, Elaine Campbell is an
Independent Director (as defined in the Listing Rules).
The Board unanimously supports resolution 2 and recommends that you
vote in favour of it at the meeting.
Peter Jessup also retires in accordance with Listing Rule 2.7.1 and offers
himself for re-election. Peter joined the NZX Board in January 2022,
following his appointment to the Technology Committee in April 2021.
He brings more than 35 years’ financial markets IT experience – including
trading, surveillance, clearing, depository and settlement systems. Peter
is a capital markets consultant with Accenture prior to which he led the
Market Infrastructure Business Development team at LSEG and was
Senior Vice President at Nasdaq’s Global Technology Services group.
In Peter’s earlier career he worked for NZSE (New Zealand Stock
Exchange), where he played a key role in automation of the exchange,
including the implementation of electronic settlement and automated
trading technology.
Peter is Chair of the Technology Committee and a member of the
Clearing Committee.
The Board has determined that, in its view, Peter Jessup is an
Independent Director (as defined in the Listing Rules).
The Board unanimously supports resolution 3 and recommends that you
vote in favour of it at the meeting.
Resolution 2:
Re-election of Elaine Campbell as a Director of NZX
Resolution 3:
Re-election of Peter Jessup as a Director of NZX

NZX Annual Shareholders’ Meeting 2025
Important Information
3
Voting
You are entitled to vote at the Annual Meeting if you have a
shareholding in NZX Limited at 5:00pm on Tuesday 29 April 2025.
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 Corporate
Markets), 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 29 April 2025.
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
Corporate Markets 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 Corporate Markets, PO Box 91976, Auckland 1142
using the enclosed reply paid envelope
By hand to: MUFG Corporate Markets, 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/NZX25
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 29 April 2025 (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 2025
How to get to the Annual Meeting
4
The Chamber Room
at The Piano
156 Armagh Street
Christchurch Central City
PARKING AVAILABLE AROUND THE VENUE
Christchuch Art Gallery Car Park
Wilson Public Parking
50 Cathedral Square Parking
CCC Worchester Street Parking
Wilson’s Public Parking - P3111
West End Car Park
78 Worcester Blvd Parking
Central Park
Lichfield Street Car Park

---

Proxy form for the NZX
2025 Annual Meeting
Lodge your proxy
The Annual Meeting of NZX Limited (NZX or the
Company) will be held at The Chamber Room
at The Piano, 156 Armagh Street, Christchurch
Central City, Christchurch 8011 and virtually
via an online platform provided by NZX’s share
registrar, MUFG Corporate Markets at
http://www.virtualmeeting.co.nz/NZX25 on
Thursday, 1 May 2025 at 10.00am. Please
register and be seated by 9:50am. If you will be
attending online, you will require your Holder
Number for verification purposes.
Appointment of Proxy
If you do not plan to attend the Annual Meeting, you may appoint
a proxy. The Chair or any other director can act as a proxy for any
shareholder who appoints him or her. If, in appointing your proxy,
you do not name a person to be your proxy (either online or on this
form), or your named proxy does not attend the meeting, the Chair of
the meeting will be your proxy and vote in accordance with your
express direction.
Voting of your holding
Direct how to vote your proxy by making the appropriate election, either
online or on this 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 Corporate Markets (NZX’s registry), no later than 10:00am
on Tuesday, 29 April 2025.
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 Corporate Markets
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 Corporate Markets, 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 Corporate Markets in the reply paid envelope
enclosed. Questions will need to be submitted by 10:00am on Tuesday 29 April 2025. 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 2025 financial year.
2. That Elaine Campbell, who retires and is eligible for
re-election, be re-elected as a director of NZX Limited.
3. That Peter Jessup, 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 2025
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 1 May 2025, 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