NZX Limited, Annual Meeting 2026

5 April 2026

NZX Limited (NZX)

Meeting Date: 10.00am Thursday 23 April 2026.

Venue:  Level 15, 45 Queen Street, Auckland.

You can also join the meeting online at this link.

Company Overview

The NZX operates a regulatory and commercial model in managing New Zealand’s main stock exchange. During 2020, it established NZX RegCo, a separate body to manage the regulation of the markets. This aligns with international best practice and is governed by an independent board.

The CEO Mark Peterson who has served since 2017 will leave the company following the 2026 ASM.

Current Strategy

The strategy to 2028 is,

• expand product offerings in Capital Markets (mid-point orders, equity derivatives, carbon markets, drive greater scale in clearing).
•  leverage global connections and partnerships and build market reach.
•  drive scale, efficiencies, and operating leverage across the businesses – including Smartshares and NZX Wealth Technologies. 

Disclaimer

To the maximum extent permitted by law, New Zealand Shareholders Association Inc. (NZSA) will not be liable, whether in tort (including negligence) or otherwise, to you or any other person in relation to this document, including any error in it.

Forward looking statements are inherently fallible.

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Key

The following sections calculate an objective rating against criteria contained within NZSA policies.

Governance

NZSA assessment against its key policy criteria are summarised below.

Directors Fees:  Good disclosure.

Director Share Ownership:  As part of changes to Director Fees, the company has introduced a Share Purchase Plan where a portion of Directors Fees will be utilised to purchase shares. For the Chair, 50% of fees above $100,000 will be used to acquire shares and for Directors, 50% of fees above $50,000 will be used to acquire shares.

NZSA recognises a level of personal ownership may be appealing to some investors, however, we do not generally support compulsion as it has the potential to preclude the appointment of Directors who lack the personal wealth to fulfil that requirement and may also affect their independence.

In mitigation, we note the ‘purchase thresholds’ described above resulting in 17% of fees being utilised to purchase shares.

CEO Remuneration:  The company discloses its remuneration policy on its website, which includes an overview of the remuneration philosophy applicable to the company. The Human Resources and Remuneration Committee is responsible for implementing the policy.

Incentives: The CEO is paid two short term incentives (STI). One is based on achieving strategic and financial goals and one is based on total shareholders returns (TSR) measured against the NZX Top 50.

NZSA encourages fulsome disclosure in relation to any incentive payments made to the CEO, including disclosure of measures (or measure ‘groups’), weightings, targets, and the level of achievement versus target for each component associated with any awards. This methodology is supported by the new NZX Remuneration Reporting Template.

As would be expected, disclosures by NZX are in accordance with the Reporting Template. We are appreciative of the marked improvement in disclosure over the last few years.

The weightings measures and achievement of both STIs are disclosed. The strategic and financial goal STI has a maximum of 100% of the base salary whilst the TSR STI has a maximum of 50% of the base salary.

We note while there is no long-term incentive scheme (LTI) for the CEO, there is an LTI for the senior leadership team.

The company discloses both the gender pay gap and the CEO/employee remuneration ratio.

Golden Parachutes:

In the interests of transparency, NZSA believes there should be explicit disclosure around the severance terms and notice periods associated with the CEO, including whether specific termination payments are offered.

Director Independence:  All Directors are independent.

Board Composition: The Annual Report includes a skills matrix – however, it is collective. NZSA prefers a skills matrix that attributes skill sets to individual Directors to demonstrate how they contribute to the governance of the company.

We also note NZX’s commitment to the Future Director programme having appointed seven Future Directors since the Programme’s inception in 2012.

Director Tenure:  NZSA looks for evidence of ongoing succession or ‘staggered’ appointment dates that reduce the risks associated with effective knowledge transfer in the event of succession. We also prefer a term maximum of 9-12 years, unless there are exceptional circumstances that may apply.

Director appointment dates range from 2017 to 2023 indicating a commitment to Board renewal and refreshment.

ASM Format: NZX Limited is holding a ‘hybrid’ meeting, (i.e., physical, and virtual), a format preferred by NZSA as a way of promoting shareholder engagement while maximising participation.

Independent Advice for the Board & Risk Management: NZSA looks for evidence, through disclosures, that a Board has access to appropriate internal and external expertise to support board assurance activities. We also look for evidence that Boards are across their risk management responsibilities. 

The Board Charter allows Directors to seek external independent advice after consultation with the Chair. Some internal audit functions are provided by EY, and the Audit Committee routinely has time with EY without management present.

There is comprehensive disclosure around both risk management processes and key risks (strategic, business, financial, environmental) and mitigations in the Annual Report including a Risk Management Framework.

Audit

NZSA assessment against its key policy criteria are summarised below.

Audit Independence:  Good disclosure.

Audit Rotation:  The company ensures the Lead Audit Partner is rotated at 5 years as required by the NZX Listing Rules. Following a request for proposal (RFP), PwC replaced KPMG for FY25. We would encourage the disclosure of the Audit Firm appointment date and the appointment and rotation date of the Lead Audit Partner in future Annual reports.

Environmental Sustainability 

Overall approach: From an NZSA perspective, NZX continues to demonstrate a relatively strong approach to climate disclosure and environmental governance among NZX-listed companies. In FY25, climate disclosures are presented through the NZX Climate Report included in the annual report, aligning with the New Zealand Climate Standards.

NZX maintains its Global Reporting Initiative (GRI) index, which helps investors navigate sustainability disclosures across the annual report. The company also maintains its Toitū Envirocare net carbon zero certification, reflecting an ongoing commitment to managing its operational emissions footprint.

Sustainability Governance: NZX’s board has overall responsibility for ESG matters, with climate-related risks overseen by the Audit and Risk Committee. The annual report includes a Board skills matrix that identifies governance capability, including oversight of ESG and sustainability frameworks.

Strategy and Impact: NZX recognises sustainability within its broader corporate strategy, particularly through its Operating Responsibly framework and its role in supporting the development of sustainable capital markets. As the operator of New Zealand’s primary securities exchange, NZX’s environmental impact is largely indirect and arises mainly through its influence on listed issuers and market participants, while its operational emissions primarily relate to activities such as business travel and office operations.

NZX also participates in international initiatives such as the United Nations Sustainable Stock Exchanges Initiative and incorporates climate considerations into its broader risk management processes.

Risk and Opportunity: NZX discloses both climate-related risks and opportunities. While direct operational climate risks are limited, the company recognises that the transition to a low-carbon economy may influence capital markets, regulation and investor expectations. These systemic risks are monitored through the company’s enterprise risk management framework.

Metrics and Targets: NZX discloses greenhouse gas emissions across Scope 1, Scope 2 and Scope 3 categories and reports progress under its Toitū Envirocare net carbon zero certification programme. Operational emissions remain relatively low due to the service-based nature of the business.

Climate-related performance forms part of broader ESG targets within the CEO’s short-term incentive plan, representing a small proportion of the overall performance assessment. Given NZX’s relatively small operational emissions footprint and service-based business model, this level of ESG weighting appears proportionate.

Assurance: NZX’s greenhouse gas emissions inventory is independently verified by Toitū Envirocare. The assurance statement confirms that the entire reported emissions inventory, including Scope 1, Scope 2 and Scope 3 emissions, has been verified to a reasonable level of assurance. This strengthens the credibility of NZX’s climate disclosures.

Ethical and Social

NZSA assessment against its key policy criteria are summarised below.

Whistleblowing:  Good disclosure.

Political Donations:  Political donations are not made.

Financial & Performance

NZX’s share price fell from $1.59 to $1.38 (as of 10^th March 2026) over the last 12 months – a 13% fall. This compares unfavourably with the NZX 50 which rose 5% in the same period. The capitalisation of NZX is $453m placing it 48^th out of 114 remaining companies on the NZX by size and makes it a large company.

¹ per share figures based off actual shares at balance date (not weighted average)

Following on from a superb year in 2024, 2025 was rather muted. Revenues were up, but Net Profit was down.

NPAT fell 14% to $21.5m and although a decline, this is still the 2^nd largest profit within the last 6 years. This was achieved on the back of a 7% increase in Revenue to $129m. Notes 8 and 9 of the annual report provides a breakdown of this revenue. Most notably, funds management revenue continued its rise, this time increasing from $44m to $52m, being the main driver of overall revenue growth.

Last year we noted the decline in the number of listed companies at 118. This decline has continued and now 114 remain. Like others, we hope the NZX amends its listing frameworks to encourage listing on the bourse.

The company is in a sound financial position with the current and debt ratio (see above) within normal bounds. We note current borrowings of $7.5m as at balance date.

NTA or net tangible assets per share was unchanged at -$0.05 as the NZX has a large proportion of intangible assets. This means that if the NZX were liquidated today, shareholders would receive little after all commitments had been met. This indicates that the market views the portion of intangibles which make up $138m of their asset favourably. No more goodwill was impaired during FY25.

The Price Earnings ratio was steady at 21. This is withig market bounds for a company of this nature. Operating Cashflows which show how well the company is performing on an operational level increased 10% to 39.5m. The company increased their fully imputed dividend slightly to 6.3 cents per share.

The company has provided forward looking guidance and expects EBITDA, excluding project costs, to be in the range of $53.0 to $58.5m. This would be an improvement on FY25.

On the 4^th March the company released their investor metrics, which relate to the month of February, and are always interesting reading.

NZX is widely held with a variety of institutions represented in the top 20 shareholders.

Resolutions

This is an administrative resolution.

We will vote undirected proxies IN FAVOUR of this resolution.

Dame Paula Rebstock was appointed to the 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 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.

We will vote undirected proxies IN FAVOUR of this resolution.

Rachel Walsh was appointed to the Board in October 2022. She is an independent director on the Boards of IAG New Zealand, Asteron Life and Chartered Accountants ANZ 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.

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.

We will vote undirected proxies IN FAVOUR of this resolution.

Proxies

You can vote online or appoint a proxy at https://nz.investorcentre.mpms.mufg.com/voting/nzx

Instructions are on the Proxy/voting paper sent to you.

Voting and proxy appointments close 10.00am Tuesday 21 April 2026.

Please note you can appoint the Association as your proxy. We will have a representative attending the meeting.

The Team at NZSA