NZX Limited — AGM Information 2017

Jun 30, 2017

Welcome to NZX’s AnnualMeeting

30 June 2017

==> picture [127 x 36] intentionally omitted <==

Address from Chairman James Miller

30 June 2017

Your Board

==> picture [168 x 97] intentionally omitted <==

JAMES MILLER

==> picture [167 x 96] intentionally omitted <==

DR PATRICK STRANGE

==> picture [168 x 97] intentionally omitted <==

NEIL PAVIOUR-SMITH

==> picture [168 x 96] intentionally omitted <==

RICHARD BODMAN

==> picture [167 x 97] intentionally omitted <==

DAME THERESE WALSH

==> picture [167 x 97] intentionally omitted <==

FRANK ALDRIDGE

==> picture [167 x 97] intentionally omitted <==

JON MACDONALD

Capital Markets Ecosystem

==> picture [798 x 403] intentionally omitted <==

----- Start of picture text -----

Regulatory Authority
SME Specialised
Banking
Equity Research Broker/Dealers
Financial Advisor
Underwriter
Company analysis Custodian Sales & trading on
modelling/forecasting Trustee clients’ behalf
Sector analysis
Legal opinion
SME Market-making
Legal Advisor Offering documentation liquidity suppliers Market Makers
Disclosure documentation Issuer
Investor relations
Tax advisory
audit
Investor
Other Advisors
Community
Asset managers Retail investors
Long-term institutional investors, pension Wealth management
funds, insurance companies HNWIs
Source: Nassr & Wehinger, 2015
Exchange/Platform
----- End of picture text -----

==> picture [960 x 34] intentionally omitted <==

New Zealand Market Health

S&P/NZX 50 index performance compared to S&P/ASX 200, S&P 500 & FTSE 100

==> picture [16 x 163] intentionally omitted <==

----- Start of picture text -----

150
100
----- End of picture text -----

==> picture [822 x 41] intentionally omitted <==

----- Start of picture text -----

50
January 2016 April 2016 July 2016 October 2016 January 2017 April 2017
S&P/NZX 50 Index (Capital) S&P/NZX 50 Index (Gross) S&P/ASX 200 Index S&P 500 Index FTSE 100
----- End of picture text -----

==> picture [960 x 34] intentionally omitted <==

Total Shareholder Returns

NZX gross indexed price 2003 – 2017 (2003 = 1,000)

==> picture [597 x 337] intentionally omitted <==

----- Start of picture text -----

12000
10000
8000
6000
4000
2000
0
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
----- End of picture text -----

• Last 12 months 17.4%

• Annualised TSR since listing 17.1%

• $10,000 invested at IPO would now be worth

$92,210 with all dividends and capital returns reinvested

• TSR since 1 January 2017 is 9.7%

==> picture [960 x 34] intentionally omitted <==

Board Renewal

Directors average length of service

5.1 3

==> picture [152 x 71] intentionally omitted <==

----- Start of picture text -----

Directors’ average
length of service
5.2 years
Source Chapman Tripp
----- End of picture text -----*

9.3 8.3 6.3 5.4 4.9 ~~4.5 4.8~~ 3.8 3.3 3.3

5.4

NZX TOP 10 LISTED COMPANIES

==> picture [960 x 34] intentionally omitted <==

2017 2016

Future Directors Programme

• NZX joins Future Directors Programme, May 2017

• Anna Molloy, NZX inaugural future director

==> picture [617 x 540] intentionally omitted <==

30 June 2017

Address from Chief Executive Mark Peterson

30 June 2017

2017 – Five Months In Review

EBITDA year-to-date 31 May

==> picture [609 x 334] intentionally omitted <==

----- Start of picture text -----

14,000
12,000
10,000
8,000
6,000
4,000
2,000
0
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
----- End of picture text -----

• Record EBITDA up 38%

• Revenue up 3% on a like-for-like basis

• Operating expenses down 18%

==> picture [960 x 34] intentionally omitted <==

2017 – Business Breakdown

==> picture [812 x 303] intentionally omitted <==

----- Start of picture text -----

Revenue change Expense change EBITDA change
2,000
1,500
1,000
500
-
-500
-1,000
-1,500
-2,000
----- End of picture text -----

Markets Funds Services Agri Corporate

==> picture [960 x 34] intentionally omitted <==

Capital Markets Are Cyclical

Number of new listings – equity and debt

==> picture [874 x 334] intentionally omitted <==

----- Start of picture text -----

40
35
5 YEAR
30
AVERAGE
25 1.4
20
15
10
5
0
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
Equity Listings Debt Listings
----- End of picture text -----*

*Includes Exchange Traded Funds

==> picture [960 x 34] intentionally omitted <==

Developing Our Derivatives Market

NZX dairy derivatives volume since launch

300,000

==> picture [794 x 344] intentionally omitted <==

----- Start of picture text -----

250,000
200,000
150,000
100,000
50,000
-
2010 2011 2012 2013 2014 2015 2016 2017 ytd
NZX Dairy Derivatives NZX Dairy Derivatives forecast
----- End of picture text -----

==> picture [960 x 34] intentionally omitted <==

Market Engagement

==> picture [50 x 47] intentionally omitted <==

==> picture [66 x 50] intentionally omitted <==

==> picture [81 x 28] intentionally omitted <==

==> picture [64 x 48] intentionally omitted <==

==> picture [102 x 30] intentionally omitted <==

==> picture [89 x 44] intentionally omitted <==

==> picture [76 x 50] intentionally omitted <==

==> picture [97 x 27] intentionally omitted <==

==> picture [48 x 43] intentionally omitted <==

==> picture [54 x 54] intentionally omitted <==

==> picture [60 x 45] intentionally omitted <==

==> picture [53 x 52] intentionally omitted <==

==> picture [102 x 26] intentionally omitted <==

==> picture [107 x 21] intentionally omitted <==

==> picture [78 x 28] intentionally omitted <==

==> picture [62 x 51] intentionally omitted <==

==> picture [79 x 52] intentionally omitted <==

==> picture [94 x 44] intentionally omitted <==

==> picture [103 x 23] intentionally omitted <==

==> picture [75 x 23] intentionally omitted <==

==> picture [88 x 21] intentionally omitted <==

==> picture [86 x 32] intentionally omitted <==

==> picture [101 x 20] intentionally omitted <==

==> picture [95 x 14] intentionally omitted <==

==> picture [220 x 444] intentionally omitted <==

Our Strategic Review – Key Themes

• Reduce complexity

• Influence & align our industry

• Focus on the core

• Seek our global markets

• Understand investors’ needs

• Earn the right to grow

Focusing On What NZX Can Control

==> picture [141 x 19] intentionally omitted <==

----- Start of picture text -----

Controllable
----- End of picture text -----

• Cost

• Customer-centricity and facilitation of processes

• Operational competitiveness vs alternatives

==> picture [111 x 14] intentionally omitted <==

----- Start of picture text -----

 Sales focus
----- End of picture text -----

Non-Controllables

• Total cost to issuers

• Compliance requirements

• Structural competitiveness of New Zealand markets vs other jurisdictions/options

• New Zealand market demand (eg, for new listings)

==> picture [192 x 23] intentionally omitted <==

----- Start of picture text -----

Address Directly
----- End of picture text -----

==> picture [203 x 20] intentionally omitted <==

----- Start of picture text -----

Seek To Influence
----- End of picture text -----

==> picture [960 x 34] intentionally omitted <==

Ordinary Business

30 June 2017

Ordinary Resolution 1

 That the Board be authorised to determine the auditor’s fees and expenses for the 2017 financial year

• Resolution 1 – proxies received

• For

• 110,101,726 (97.2%)

• Open

  • (2.8%)

• 3,182,524

• Against 10,000

• (0.01%)

==> picture [480 x 540] intentionally omitted <==

Director Appointment Process

30 June 2017

Engage In Strategy & Performance

Name	Stock exchange Sector expertise	International stakeholder engagement strategy	Rural sector Expertise & connectivity	Data / information / media	Technology & business operations	Regulated business	Energy sector
Director 1
Director 2
Director 3
Director 4
Director 5 (Left March 2017)
Replacement Candidate 1
Director 6 (Left May 2017)
Replacement Candidate 2
Current State
Standing Candidate
KEY: High Capacity Moderate Capacity

KEY: High Capacity Moderate Capacity

==> picture [960 x 34] intentionally omitted <==

Engage In Strategy & Performance

Name	Funds management ETF	International M&A & sector trends	Risk management	Entrepreneurial (IPO focus)	Strategic / commercial capability	Health & safety
Director 1
Director 2
Director 3
Director 4
Director 5 (Left March 2017)
Replacement Candidate 1
Director 6 (Left May 2017)
Replacement Candidate 2
Current State
Standing Candidate

KEY: High Capacity Moderate Capacity

==> picture [960 x 34] intentionally omitted <==

Ensuring Quality Committee Leadership

Name	Audit & risk	HR & remuneration	Legal expert, conflicts, FMCA & listing rules	Clearing house	Regulatory governance
Director 1
Director 2
Director 3
Director 4
Director 5 (Left March 2017)
Replacement Candidate 1
Director 6 (Left May 2017)
Replacement Candidate 2
Current State
Standing Candidate
KEY: High Capacity Moderate Capacity

==> picture [960 x 34] intentionally omitted <==

Connectivity To Stakeholder Groups

Name	Government & opposition relationships	Reserve Bank / FMA relationships	EC relationships	Listed company relationships	Stock market broker relationships	Insto relationships
Director 1
Director 2
Director 3
Director 4
Director 5 (Left March 2017)
Replacement Candidate 1
Director 6 (Left May 2017)
Replacement Candidate 2
Current State
Standing Candidate

KEY: High Capacity Moderate Capacity

==> picture [960 x 34] intentionally omitted <==

NZX Connectivity Our framework for operation

==> picture [93 x 23] intentionally omitted <==

==> picture [120 x 38] intentionally omitted <==

==> picture [116 x 39] intentionally omitted <==

==> picture [71 x 33] intentionally omitted <==

==> picture [141 x 32] intentionally omitted <==

==> picture [116 x 32] intentionally omitted <==

==> picture [119 x 42] intentionally omitted <==

==> picture [89 x 32] intentionally omitted <==

==> picture [116 x 61] intentionally omitted <==

==> picture [129 x 28] intentionally omitted <==

==> picture [118 x 25] intentionally omitted <==

==> picture [120 x 50] intentionally omitted <==

==> picture [82 x 18] intentionally omitted <==

==> picture [84 x 35] intentionally omitted <==

==> picture [90 x 64] intentionally omitted <==

==> picture [234 x 234] intentionally omitted <==

==> picture [107 x 35] intentionally omitted <==

==> picture [108 x 30] intentionally omitted <==

==> picture [151 x 33] intentionally omitted <==

==> picture [119 x 23] intentionally omitted <==

==> picture [88 x 27] intentionally omitted <==

==> picture [81 x 47] intentionally omitted <==

==> picture [96 x 36] intentionally omitted <==

==> picture [130 x 25] intentionally omitted <==

==> picture [116 x 21] intentionally omitted <==

==> picture [108 x 28] intentionally omitted <==

==> picture [76 x 55] intentionally omitted <==

==> picture [87 x 31] intentionally omitted <==

==> picture [960 x 34] intentionally omitted <==

Ordinary Resolution 2

• That Frank Aldridge be elected as a Director of NZX Limited

• Resolution 2 – proxies received

• For

• 100,786,971 (86.9%)

• Open

• 1,502,298 (1.3%)

• Against 13,727,709 (11.8%)

==> picture [481 x 540] intentionally omitted <==

Ordinary Resolution 3

• That Richard Bodman be elected as a Director of NZX Limited

• Resolution 3 – proxies received

• For

(84.1%)

96,478,326

• Open

  • (1.2%)

• 1,326,798

• Against 16,914,896 (14.7%)

==> picture [481 x 540] intentionally omitted <==

Ordinary Resolution 4

• That Dr Patrick Strange be re-elected as a Director of NZX Limited

• Resolution 4 – proxies received

• For

(86.4%)

99,823,489

• Open

  • (1.3%)

• 1,522,798

• Against 14,261,519

• (12.3%)

==> picture [480 x 540] intentionally omitted <==

Ordinary Resolution 5

• That Tony Falkenstein be elected as a Director of NZX Limited

• Resolution 5 – proxies received

• For

(16.7%)

19,322,433

• Open

  • (2.2%)

• 2,506,429

• Against 93,868,907

• (81.1%)

==> picture [480 x 540] intentionally omitted <==

General Business

30 June 2017

==> picture [103 x 30] intentionally omitted <==

==> picture [181 x 362] intentionally omitted <==

Thank You

==> picture [84 x 24] intentionally omitted <==