NZX Limited — Capital/Financing Update 2018

May 15, 2018

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NZX Limited Level 1, NZX Centre 11 Cable Street PO Box 2959 Wellington 6140 New Zealand Tel +64 4 472 7599

www.nzx.com

15 May 2018

CLEANSING NOTICE

NOTICE PURSUANT TO REGULATION 49G(2)(e) OF THE FINANCIAL MARKETS CONDUCT REGULATIONS 2014 – 15 MAY 2018

1. NZX Limited (" NZX ") gives notice under regulation 49G(2)(e) of the Financial Markets Conduct Regulations 2014 (" FMC Regulations ") that it proposes to make an offer for the issue of unsecured, subordinated notes (" Subordinated Notes "), (the " Offer ").

2. Short-form disclosure is being used for the offer of the Subordinated Notes, as the Subordinated Notes rank at least equally with NZX’s existing Shares quoted on the NZX Main Board. NZX’s existing Shares have been continuously quoted on the NZX Main Board over the preceding three months and trading in the Shares has not been suspended for a total of more than five trading days during that three-month period.

3. As at the date of this notice:

   • a) NZX is in compliance with the continuous disclosure obligations that apply to it in relation to its existing Shares;

   • b) NZX is in compliance with its financial reporting obligations (as defined in regulation 49H(7) of the FMC Regulations); and

   • c) the following information is "excluded information" (as defined in regulation 49H(7) of the FMC Regulations):

NZX advises that it has received a second bid for its Farmers Weekly business and that the completion of the Farmers Weekly divestment is imminent. A further update to the market will be provided later this week.

on behalf of NZX Limited

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James Miller Chair of NZX Limited

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www.nzx.com

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For further information please contact: Hannah Lynch Head of Communications T: 09 308 3710

M: 021 252 8990

E: hannah.lynch@nzx.com