NZX Limited (NZE:NZX)
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Apr 29, 2026, 5:00 PM NZST
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AGM 2026

Apr 22, 2026

Sara Wheeler
General Counsel and Company Secretary, NZX

Welcome to NZX's 2026 Annual Shareholder Meeting. I'm Sara Wheeler, the General Counsel and Company Secretary at NZX. Before we begin, I'd just like to go through some housekeeping. Toilets are located through the glass entrance doors and to the right-hand side of the lifts, and in the unlikely event of an emergency, please follow me or one of the team who will help direct you outside. In terms of agenda, first, we will hear from NZX's Chair, John McMahon, who will give a welcome, introduce directors, and provide a strategic overview. Secondly, we move to NZX CEO, Mark Peterson, who will provide a report on financial and business performance. Finally, John will return and will outline board priorities, 2026 key performance indicators, and comment on our outlook for the remainder of the year. We will then move to the formal part of the meeting. We have three resolutions today.

Firstly, that the board be authorized to determine the auditor's fees and expenses for the 2026 financial year. Secondly, that Dame Paula Rebstock, who retires and is eligible for re-election, be re-elected as a Director of NZX Limited. Finally, that Rachel Walsh, who retires and is eligible for re-election, be re-elected as a Director of NZX Limited. We will attend to voting, and then we will move to questions. If you are intending to ask a question, please signal to us, and we will bring a microphone to you.

Please note shareholders will be able to cast their vote online using the Voting tab, where you will need to enter your CSN holder number for validation. Please refer to the virtual meeting online portal guide or contact the team at MUFG on 0800- 200- 220 if you require any assistance. Following the meeting, we invite you to stay for refreshments. I'll now hand over to John McMahon.

John McMahon
Chair, NZX

Thank you, Sara. Good morning. I'm delighted to welcome you today, whether in person or online, to NZX's 2026 Annual Shareholders Meeting. On behalf of NZX directors and management, thank you for joining us. Shareholders participating online will be able to ask questions, and you can submit these at any time using the tab at the bottom of your screen. I encourage shareholders who do have questions relating to the meeting business to send these through as soon as possible. Please note that only shareholders, proxy holders, or shareholder company representatives may vote. For those of you in the room, our directors and management always enjoy these opportunities to chat with you, so please stay on after today's meeting for refreshments. I confirm we have a quorum and therefore declare the 2026 Annual Shareholders Meeting of NZX Limited open. I'm pleased to introduce you to the NZX board.

We have our Deputy Chair, Dame Paula Rebstock. We have Elaine Campbell. We have Frank Aldridge and Rachel Walsh. Peter Jessup is joining us online from Australia, and Lindsay Wright is joining us online from New York. Also with us is Laura Manson, our future Director. Laura joined the NZX board in August last year as our future Director. She's a partner at Altered Capital, a New Zealand-based venture capital and private equity firm. She brings more than 10 years experience in the finance sector and a strong track record of working with boards, executives, and investors to support growth and strategic execution in both private and public market settings. Also sitting with the board are our CEO, Mark Peterson, and our company secretary and general counsel , Sara Wheeler. We also have members of our senior leadership team in the audience here.

As this is Mark's final annual meeting as CEO, I will have more to say on his contribution to the NZX Group and New Zealand's capital markets later. NZX's auditor, PwC, is represented here today by Chris Barber. Now moving to board composition and capability, NZX's FY 2025 annual report included a Director Skills Matrix table. The matrix assesses directors against a number of criteria, including both general corporate governance capability, as well as domain knowledge of matters that are specific to our businesses. The skills matrix outlines the ideal mix of skills, experience, and diversity needed to ensure the board is equipped to provide a high standard of corporate governance required to lead NZX. NZX uses the skills matrix when selecting candidates for appointment and re-election to the board.

If the board determines that a new or additional skill is required, then either training is completed or a formal recruitment process is undertaken. Now, based on these criteria, the board considers its members have the balance of independence, skills, knowledge, experience, and perspectives that are necessary to lead NZX. Looking back in time a little bit, on the 30th of June 1866, the Dunedin Sharebrokers Association was formed by a couple of land agents, Moody and Connell, and so began the trading of shares in New Zealand, and this was the foundation date for what today is NZX. NZX's purpose is to connect people, businesses, and capital, and for 160 years, we've helped with capital formation, which allows companies to meet their growth aspirations. Public markets continue to provide the best and most transparent way to do this.

NZX continues to be well-positioned for growth, and that's built on a strategy we've been implementing over the last eight years. Since 2017, when Mark became Chief Executive , the company has continued to make solid progress on our long-term strategy. This includes expanding our product range in capital markets and driving scale and operating leverage across Smart, our funds manager, and NZX Wealth Technologies, our custodial investment platform. NZX has positive exposure to long-term structural growth tailwinds from general equity market growth, the broad increase in ETF market share, and growth in KiwiSaver fund contributions that will continue through for at least the next 25 years. Now, since implementing our revised strategy in 2018, we've come a long way despite some significant economic and political volatility over that time. Over that period, we've seen operating earnings increase from NZD 28.6 million-NZD 53.5 million.

We've seen Smart's funds under management grow from NZD 2.9 billion- NZD 15.8 billion. Wealth techs funds under administration has grown from NZD 2 billion- NZD 19.9 billion. We're now partnering with SGX, that's the Singapore Exchange, to offer our global dairy derivatives market. That's grown activity from 346,000 lots a year up to 815,000 lots. Now, over 2025, NZX's total shareholder return was 12.7%, and that comfortably outperformed the S&P/NZX 50 Gross Index return of 3.3%. I would note that Wealth Technologies has required significant capital investment over the period, but it did reach positive cash flow at the end of 2024, and it is continuing to win market share. As we outlined at last year's annual meetings, the group's cash flow is now increasing more quickly than the growth in our net profit or earnings per share.

This is due to the significant rise in the amortization charge in our P&L, and that's a result of both the capital that we've invested in wealth tech to bring on new clients, as well as from some funds management acquisitions. Our results continue to demonstrate that NZX is a resilient and growing financial markets infrastructure and services business that is creating further shareholder value. We do remain very conscious of cost control, improving our margins, and ensuring we obtain an increasing return on investment, and we will continue to look for strategic opportunities to add further value. We're also mindful of the ongoing volatility in markets we've seen in the past couple of years, primarily caused by geopolitical decisions.

The war in Iran this year, similar to the impact of U.S. tariffs last year, has resulted in volatility and some softening in global asset prices and in capital markets activities. It's still a little too early to say what the ongoing impact from the conflict will be on our business. As I noted last year, NZX's revenue and earnings are strongly influenced by two key factors. The first is capital markets activity, and that includes equity and debt issuance, as well as trading volumes. The second is changes in global asset prices. These flow through into the value of Funds Under Management, or FUM, in Smart, and the value of Funds Under Administration, or FUA, in Wealth Technologies. Now, these businesses earn their revenue on the value of the FUM and the FUA they hold, respectively.

Not surprisingly, both were down in March following the conflict in Iran that began in late February. If there is any material impact on our guidance, we will update the market. Stimulating New Zealand's capital markets activity has remained a key focus for NZX over 2025. Now, for the last three years, NZX, and this is in conjunction with a small capital markets industry group, has worked closely with the New Zealand government and regulators to develop appropriate initiatives and market regulatory settings that are aimed to encourage investment, boost liquidity, and continue to ensure fair, efficient, and transparent markets. In 2025, we achieved some significant success with the government for a number of changes we've been advocating for. In June, prospective financial information for initial public offers and disclosure documents was made optional.

In October, the government announced it would make changes to climate-related disclosures for NZX-listed companies. These adjustments are practical and sensible and were strongly welcomed by New Zealand issuers and companies that are looking to list. The performance of NZX in meeting its market operator obligations, including its technology and relationships with the broader market ecosystem, continued to be positively noted by the Financial Markets Authority in its 2025 annual review of NZX. The FMA also acknowledged the continued demonstration of NZ RegCo's regulatory independence as the independent market regulator while maintaining an appropriate and effective working relationship with NZX. NZX would like to thank the NZ RegCo board and management for its work monitoring and enforcing the rules under which NZX's markets operate. Now, I'd like to call out a special note of thanks to Trevor Janes. Trevor retired last year as RegCo's Founding Chair.

Now, Trevor was instrumental in establishing New Zealand's NZ RegCo as an independent and well-functioning regulatory body for NZX's listed issuers and participants. Thank you, Trevor. Before I hand over to our Chief Executive, Mark Peterson, to provide further insight on the performance of the business, there are two people that I would like to acknowledge for their significant contribution to NZX. The first is Frank Aldridge. Frank will retire from the board at the conclusion of this meeting, having served three-year terms as Director. Frank was appointed as an independent NZX Director in May 2017, and he brought with him a very extensive understanding of New Zealand's capital markets, having spent more than two decades working with Craigs Investment Partners, where he was Managing Director for 16 years.

Frank's experience of leading people, growth, and expansion at Craigs has been valuable to the NZX board as we have implemented our strategy. In particular, he has made significant contribution around the table with his insights on broking, wealth management, corporate finance, and investment banking. In his nine years on the board, Frank has been a member of many committees and has chaired the board's Human Resources and Remuneration Committee before stepping down earlier this year and being replaced by Dame Paula Rebstock. In that role, he oversaw a committee that ensured we have the right frameworks, practices, and incentives to pay people fairly and attract, retain, and award the talent and expertise that we need to achieve our strategic goals and continue to create shareholder value.

On behalf of the board, staff, and shareholders, I would like to thank Frank for his significant contribution to NZX and to wish him all the best for the future. The second person I would obviously like to acknowledge is Mark Peterson, who finishes with NZX at the end of the month. Mark was appointed NZX Chief Executive in April 2017. Prior to that, he was acting Chief Executive from January 2017 after he joined NZX in 2015 as our Head of Markets. Mark has been an exceptional leader and will leave a strong legacy. He's a highly effective all-around performer who has calmly and ably led the NZX Group and our people through some challenging times. This includes COVID, the market volatility in recent years, and the unprecedented cyberattack that NZX suffered in 2020.

As I noted earlier, with Mark leading the implementation of NZX's strategy, our operating earnings have increased, and so too have our funds under management and administration. Mark's focus has been to grow the NZX business while making it more effective and efficient. This has included investing in and maintaining up-to-date technology, bringing in quality staff, and divesting non-core legacy investments. At the same time, he's been instrumental in establishing a listings origination team and helping bring more product to the market. This includes NZX Dark and the S&P/NZX 20 Index Futures product, which is planned to go live next week. In 2020, he helped oversee the creation of NZ RegCo as an independent regulatory body that's responsible for monitoring and enforcing compliance of market rules across our listed issuers and participants.

Mark's also built strong relationships in New Zealand and internationally, in particular, the business partnerships we have with Nasdaq, the Singapore Stock Exchange, and the European Energy Exchange. In addition, he's been central to building strong relationships with the government and regulators and helped develop appropriate initiatives and market regulatory settings that will encourage investment and help boost liquidity. Alongside Chief Financial and Corporate Officer Graham Law, Mark has made investor relations a priority, telling the NZX growth story and the ambitions we have as a listed company and NZX's market operator. Shareholders both in New Zealand and abroad have told me they have appreciated the regular access they have had to the senior leadership. Mark is a rare beast, respected and liked by investors, issuers, market participants, government ministers, parliamentarians, regulators, officials, iwi, media, and the NZX board and staff.

Mark, your passion, and commitment to NZX have been second to none. Thank you. Your leadership ability to oversee a business with such breadth and strategic importance to New Zealand needs to be acknowledged and commended. On behalf of NZX, we thank you for your first-class leadership and long service to the business and New Zealand's capital markets, and we wish you all the best for the future. The process for CEO recruitment is well advanced, and the board is taking the necessary time to ensure we find the right candidate for what is a demanding role, requiring a broad range of skills and domain knowledge. There are also other exchanges looking for a Chief Executive at the moment.

The board's message to shareholders is that whoever is appointed as CEO will continue to develop and evolve the agreed NZX growth strategy, which is working and is gaining strong momentum. Mark finishes at end April, and as we announced to the market yesterday, until we appoint a new CEO, Graham Law will assume CEO duties on an acting basis. The board thanks Graham for leading the business during this time. I'll now hand over to Mark, and I'll then return and outline our 2026 key performance indicators, outlook for the year and go through the resolutions. Thank you.

Mark Peterson
CEO, NZX

[Non-English content] . Good morning, ladies and gentlemen, and thank you for joining us. My name is Mark Peterson, and I'm the Chief Executive of the NZX, at least for another week. Can I welcome all shareholders with us today and for those attending online? Thank you, John, for those kind words. It's been a privilege to have had the opportunity to lead such a fantastic and fascinating business, and I'll say more on that shortly. In 2025, NZX produced a strong operating financial result despite the mixed year for the local market. In February, we announced normalized group operating earnings, or EBITDA, of NZD 53.5 million, excluding the integration and restructuring costs. That was for the financial year ending 31st of December 2025, and it was up 11.6% on the prior year.

Including integration and restructuring costs, reported group operating earnings for the same period was NZD 51.7 million, which was up 11%. A strong first quarter in 2025 was offset by a weaker second quarter due to the increased market uncertainty and economic volatility caused by the mounting geopolitical and trade tensions caused by the U.S. tariffs. This created market uncertainty and affected both capital markets activity levels and asset prices. The second half of 2025 saw New Zealand short-term interest rates continue to fall, a reduction in those international trade concerns, and a boost in market activity. The level of new issuance alongside three companies listing in the second half of last year demonstrated the value of being NZX-listed in a capital-constrained environment. This has continued with two new listings already this year.

More companies have been showing strong interest in coming to market, and we are hopeful these will come to fruition despite the uncertainty created by the war in Iran. At the same time, our funds manager, Smart, and our funds administration platform provider, NZX Wealth Technologies, continue to go from strength to strength and are key components of the group's growth strategy. Our 2025 result demonstrates NZX group's strength as an exchange, funds manager, and funds technology platform, helping companies, investors, and shareholders in the New Zealand economy to get ahead. At a group level, growth was reflected by the operating revenue increasing by 7.3% to NZD 129 million. This was largely driven by strong growth in Smart and Wealth Technologies and partially offset by the impact of the Fonterra contract ceasing on its move to the main board.

Operating expenses, excluding integration and restructuring costs, were up 4.5% to NZD 75.5 million. This was mostly driven by inflation and interest and exchange rate lifts and IT costs and further investment into Smart and NZX Wealth Technologies to accommodate business growth and capability. Managing costs carefully alongside investing into the right areas of the business to further growth are priorities for us. The results are a net profit after tax of NZD 21.5 million, and this was up from NZD 17.9 million in 2024, or 20.2% on a like-for-like basis. Reported profit in 2024, it's worth noting, was higher, but this was from non-cash accounting adjustments to asset values. Given the improving free cash flow position of the group, the board lifted the final dividend to NZD 3.3 per share, fully imputed.

Total dividends for the 2025 financial year were NZD 6.3 per share, fully imputed, up from the NZD 6.1 in 2024. Earnings per share increased from NZD 5.5- NZD 6.5 per share on a like-for-like basis, and that's in line with the strong uplift in normalized NPAT. This demonstrates the benefits of operating leverage across the business. The uplift in free cash flow gives NZX capacity to continue investing in strategic initiatives while sustaining an improved dividend profile for shareholders. Capital listings and raises totaled NZD 21.5 billion, up 35.9% on 2024. It was primarily driven by listing activity in equities and retail debt, but it also included the move of Fonterra from its own private market to the main board. Total value traded finished the year totaling NZD 41.2 billion.

A key point to make for last year and for this year is that in challenging economic times, the market is able to support companies raising equity and debt capital. Large capital raises and placements included Contact Energy's equity capital raise of NZD 1.5 billion, Ryman Healthcare's placement and accelerated non-renounceable entitlement offer of NZD 1 billion, and ASB Bank's debt listing of NZD 1.2 billion. NZX's capital markets origination team continues to actively engage with prospective companies looking to list and with listed issuers seeking to use the market to further their growth aspirations. Our strategy is to focus more deliberately on outbound engagement, actively connecting with a wider range of companies, and deepening our relationships across investment banks, law firms, accounting firms, private equity, and sponsor networks to grow our future listings pipeline.

While NZX's primary focus remains on domestic opportunities, we are also investing in strengthening relationships across the Australian market with the objective of supporting future dual listing activity into New Zealand. In 2025, NZX was pleased to welcome three new listings into the market. Two of these were Australian-based Uvre Limited, now Minerals Exploration Limited, and Manuka Resources Limited. These are looking to access New Zealand market and New Zealand investors through their foreign exempt listing. All the companies that listed noted the high quality of support and engagement they had received from the CMO team and the RegCo team. Likewise, our CMO team continues to support issuers and their investor relations activity through high-quality communication and engagement opportunities.

In 2025, we provided podcasts, spotlight videos, virtual investor events now called NZX Direct, educational workshops, and social media support, enabling issuers to connect to a broader investment community. The pipeline for 2026, despite the Middle East conflict, looks promising. We've had two listings already this year, and we're optimistic for more, including potential sizable offerings around the middle of the year. Prior to the recent conflict, I would have classified the activity we are seeing as the best in New Zealand since 2013, around that 2013 period, when the Mixed Ownership Model program commenced. We'll wait and see how this progresses as a result of the geopolitical conflicts. Our strategy for capital markets has, for the last few years, focused on accelerating our product innovation to unlock new markets and sources of liquidity to meet local and global demand.

NZX Dark is our anonymous midpoint trading venue that has now completed its first calendar year after launching in June 2024. It's achieved NZD 1.7 billion of value traded through it and delivered NZD 4.6 million worth of price improvement for investors, and the 6.63% of on-market value traded, well above the expectations of 4% after two years of trading. Secondly, key milestones were achieved in 2025 on delivering the S&P/NZX 20 Index Futures launch. This included the completion of testing of the connectivity of our systems with our market maker, trading and clearing participants, and 12 cornerstone members who have committed to supporting the product. I'm proud to say that we'll be going live on Tuesday, next week. New Zealand has not had an active equity futures product since the New Zealand Futures and Options Exchange was sold to the Sydney Futures Exchange in 1992.

It was subsequently closed by the SFE. Not having this risk management product has been a significant gap in the New Zealand market. A liquid equity derivatives market will help drive growth in the broader capital markets through additional cash market trading participation and data revenues. Thirdly, we'll also be considering ways in which the market arrangements in New Zealand could be enhanced to create efficiencies for our participants and investors. In late 2025, we commissioned independent analysis in relation to the benefits of enhancing New Zealand's arrangements for depositaries, which form part of the framework of the financial markets ecosystem. In particular, we're interested in exploring the benefits of a single set of clearing, settlement, and depository infrastructure, as opposed to the dual model we have at the moment. At the moment, this is operationally inefficient, adds cost to investors, and makes New Zealand an international outlier.

Having a single clearer would reduce the cost of capital in New Zealand and encourage greater investment. We consider this proposition would be beneficial by enabling more efficient and cost-effective outcomes for the New Zealand markets. Reducing the cost of capital is vital to New Zealand's future economic growth and prosperity. Moving now to information services and dairy. Information services revenue increased 7.7%, excluding audit and backdated revenues, which is dependent on the timing of the order completions. Royalties from terminals increased 6.7%, and subscription and license revenues increased 9.7%, reflecting increased license numbers and price increases, partially offset by a decrease in direct data subscriptions. Dairy continues to be an area of growth for NZX and remains well positioned both across the physical and futures markets.

The expected significant growth from the four-year strategic partnership with Singapore Exchange and Dairy Derivatives is being achieved with 22.2% growth in lots traded in 2025. This included a new record for lots traded in the month of December that year, reaching 104,000 lots. Dairy Derivatives growth momentum is underpinned by broader participation with new entrants to the market, including more speculators, an increase in commercial hedges, further sophistication in option structure and trading, and a growing number of banks, brokers offering structured products that boost liquidity. Mature commodity markets typically tend to be 1x to 2x the traded volume of the physical market. This suggests that Dairy Derivatives could potentially be 3x to 6x larger than current activity levels.

NZX holds a 33.3% stake in the Global Dairy Trade Holdings Limited, or GDT as it's commonly known, alongside Fonterra and the European Energy Exchange. GDT completed an auction platform upgrade in the first half of 2025, which brought the system in-house. This has improved business agility and will be more cost- effective, although it did impact GDT's profitability in 2025, in the first half. However, we expect our share of associated profit to revert to past levels in 2026. Smart rebranded from Smartshares in 2024, is a key component of NZX's growth strategy. As a wholly owned NZX subsidiary, Smart is New Zealand's leading passive funds management business. Its investment solutions include the SuperLife, Superannuation, and KiwiSaver products; exchange- traded funds; the SuperLife Superannuation Master Trust; and our active investment manager, QuayStreet.

Smart appointed Lisa Turnbull as its new Chief Executive in October 2025. Lisa was previously the CEO of NZX's Wealth Technologies business. Smart had a solid year of growth, closing 2025 with NZD 15.8 billion of funds under management, including net investor cash flows of NZD 900 million. In the last seven years, FUM has grown NZD 13 billion in that business. Our index- tracking exchange- traded funds continue to offer a broad spectrum of cost-effective and tax-efficient market exposures, all with minimal tracking discrepancies. We use ETFs as a base for our diversified funds, to which we apply an active asset allocation approach. This has resulted in Smart and SuperLife funds continuing to have impressive relative long-term returns, with our diversified funds maintaining a top quartile ranking on performance net of fees measure among its peers over the last five years. It's an impressive result.

Through Smart, 44 ETFs that are listed on NZX. New Zealand investors can diversify their portfolios with access to global, high-performing, and special interest markets that are structured for local regulatory and tax-efficient compliance. NZX has a strategic alliance with iShares by BlackRock, the global ETF powerhouse, making it easy and cost-effective for Kiwi investors to invest in our local or international markets. Growing our customer numbers invested in ETFs and KiwiSaver remains a key priority, and we're improving our tools and services to improve the customer experience. This includes improved self-service options, clearer communications, and using AI to assist with customer inquiries. Highlighting our product range, competitive pricing, and performance net of fees is a significant focus in 2026 and aligns with the appointment of James Wesley into a new Smart executive role of Chief Sales and Marketing Officer.

Alongside this, we continue to mature Smart's operations, including [fund] structure rationalization and moving to the NZX Wealth Technologies platform for the client portal, self-service tools, and the core registry. Over time, we intend to consolidate our products under the Smart brand, offering Smart KiwiSaver, SmartSuper and Smartshares. This is all about creating efficiencies, strengthening our market presence, and enhancing the experience our customers have with us. Rationalization saw the sale of the SuperLife UK pension transfer scheme in October to Lifetime Asset Management, and this decision reflects Smart's focus on streamlining its business and concentrating on its core offerings while fostering a valuable institutional relationship with Lifetime. In March, Smart's investment manager, KeyStreet, won the Morningstar Award for Fund Manager of the Year. KiwiSaver New Zealand...

Sorry, award for the Fund Manager of the Year, KiwiSaver New Zealand for the second year running, and in May, picked up the Chapman Tripp Diversified Growth Fund Manager of the Year award at the 2025 INFINZ Awards. When Smart acquired KeyStreet from Craigs in 2023, the intention was to evolve the investment strategy from an active approach to an enhanced passive or systematic style. Due to the ongoing impressive and award-winning performance of KeyStreet and feedback from clients, NZX decided in early 2025 to retain an active management style for the KeyStreet schemes. As a result, KeyStreet has been an active manager within a passive house, Smart. In March this year, we announced the externalization of investment management activities for the KeyStreet Asset Management funds to a newly established and independently owned entity, KeyStreet Group.

The new structure allows KeyStreet to grow its customer base for Smart, and NZX to benefit from its future success. The parties have entered into a long-term partnership that is expected to benefit both KeyStreet clients and NZX shareholders. Smart remains the product owner of the KeyStreet funds and the KiwiSaver schemes. NZX Wealth Technologies had another outstanding year, delivering 13 new onboardings and migration projects. The year began with three key migration projects: Private Wealth Advisers, Fortitude Financial, and Moneyworks. Two of these migrations were from the FNZ platform. KeyStreet KiwiSaver and funds were also migrated onto the platform, supported by a significant project to develop new platform functionality to manage their direct-to-client investment offering. In December, NZX Chief Information Officer Robbie Douglas was appointed Chief Executive of Wealth Technologies.

Robbie, who has been acting in the role since October 2025, is a vastly experienced executive with around 30 years' experience in financial services and a proven record of leading technology teams that provide quality service. Also in December last year, Wealth Technologies and Craigs Investment Partners announced an agreement to extend the services Wealth Technologies provides Craigs to include Craigs custody and private wealth business. In 2018, Wealth Technologies platform has administered Craigs clients investing in mySTART, the Craigs KiwiSaver Scheme, and Craigs superannuation products. The additional services that will be provided to Craigs represent a significant growth project for Wealth Technologies, and it's expected to be fully onboarded by mid-2027. Funds under administration have grown to NZD 19.9 billion at the end of 2025, driven by both positive cash flows, including new clients of NZD 2.3 billion, and a market gain of NZD 1.4 billion.

Annual recurring revenue is now NZD 13.2 million for this business, which is up NZD 2.4 million from the 31st of December 2024. Wealth Technologies is on track to maintain this momentum with a series of client onboardings scheduled through 2026. The business has a very healthy pipeline of engaged advisor businesses who are nearing contracting phase, which presents an opportunity to onboard more than NZD 2.4 billion of funds under administration throughout 2026. These opportunities are separate to those underway with Smart and Craigs. While Wealth Technologies has required significant capital investment to reach the stage where it is cash flow positive on external client activity, the strong pipeline of client wins and onboarding supports the increasing value this business brings to the group.

As we have outlined before, once Wealth Technologies' significant levels of migration activity reverts to more normal business- as- usual levels, then migration costs will drop off and the group's cash flow will rise even more quickly than the growth in NPAT or earnings per share. As this is my final shareholders' meeting, I'd like to briefly provide some reflections and acknowledgments. I'm very proud of where NZX has got to over my time. When we started in this role, we owned newspapers, magazines, a grain data business in Australia. Smart was less than NZD 2 billion of FUM, and NZX Wealth Technologies was less than a billion of FUA, a far cry from where it is now.

Next week, we relaunch the equity derivatives market for New Zealand investors, and we've been looking to relaunch equity futures since it was sold to the Sydney Futures Exchange in the 1990s and then wound up. Adding back derivatives capability is a very exciting and a transformational milestone for NZX and New Zealand's capital markets. For all of that, what matters most to me is this. We're a higher- quality business in almost every respect now. This includes the environment we have created, the customer opportunities in front of us, the capability of our staff and technology platforms to execute, the way we manage risk, the financial strength and returns, and the outlook. Overall, NZX is well positioned from positive exposure to long-term structural tailwinds that will grow New Zealand's savings pools. This will particularly benefit the Smart and Wealth Technologies business.

KiwiSaver will continue to grow strongly over the next 25 years, potentially to 6x to 8x the current levels of savings, and the major political parties appear to have similar positions on increasing contribution rates to get closer to the Australian levels. A few messages as I step away. To policymakers, the cost of capital for company matters in New Zealand, and New Zealand is in a fierce competition for capital. We want businesses to form and grow here in New Zealand. Carefully considering any regulatory burden to improve New Zealand's cost of capital position assists in building not only a thriving public market, but a healthier economy with more and better-paying jobs for New Zealanders. The country will be better off if you take time to understand it and support it and don't constrain it.

To everybody across the capital markets ecosystem, the strength of our public markets comes from the whole market, not just the exchange. The participants, clearers, bankers, lawyers, accountants, advisors, institutional retail investors, researchers, journalists, politicians, and regulators all have a role to play, and it's a shared responsibility. There are many people to thank for my time at NZX. To you, our shareholders, our customers, suppliers, market participants, industry bodies, journalists, government regulators, supervisors, advisors, directors, and friends of the market. Most importantly, to the entire NZX team. They're an exceptionally hardworking group who genuinely believe in what they do. The business is now in a strong position, both strategically and operationally, with some fantastic growth opportunities in front of it. Choose wisely and execute accurately. In addition, it has taken considerable effort to build a positive, capable, respectful culture across and alongside lifting engagement levels within the group.

In a similar vein, significant effort has gone into building the trust and support of shareholders. These elements need to be continually nurtured by all. New Zealand needs a strong NZX group that lasts another 160 years. A big thank you to everybody, and I'd like to hand back to John.

John McMahon
Chair, NZX

Thank you, Mark. As Mark has highlighted, NZX is now a more integrated and resilient financial markets infrastructure and services business with platforms that have strong growth prospects, and we expect this will create further value for our shareholders. As market activity increases, the company's new products are launched and mature, and Smartshares and Wealth Technologies businesses continue to grow, our earnings will continue to increase. Now, market volatility can and will inevitably have short-term earnings effects. But NZX is on a path of being a business that has better balance and resilience to changes across economic cycles. Looking out to 2028, our strategy is to, firstly, expand our product offering in capital markets, and that includes launching equity derivatives that Mark's mentioned, look to drive greater scale and clearing, and develop further liquidity in our midpoint order book.

We want to leverage the global connections and partnerships that we've made, including dairy, and build out further market reach. Thirdly, we want to drive scale, efficiencies, and operating leverage across the businesses, and we will look at strategic opportunities, especially in Smart and Wealth Technologies, to accelerate their growth prospects. Now, as Mark noted, the board declared a fully imputed final dividend of NZD 3.3 per share that was paid in early April, and that contributed to an FY 2025 dividend of NZD 6.3 fully imputed. This was a lift from NZD 6.1 per share in 2024. Subject to our cash flows continuing to grow, we do expect this progress to continue. Now, in the year ahead, we remain focused on delivery to our seven key metrics outlined in our investor pack from February and up on the screen.

Alongside this, our organizational priorities, or key performance indicators, include a combination of financial, strategic, and environmental measures across the business. On financial, we are very focused on delivery of earnings guidance and strongly managing our capital expenditure. Strategic delivery across the business focuses on launching new products and increasing scale, leverage, efficiency, and growth. We're also focused on risk and compliance and our culture and our ESG obligations. This year, there will be an additional focus on the CEO transition, which I touched on earlier. Now, what's our outlook for 2026? Well, the year began very well. We had solid trading and strong FUM and FUA flows for most, and I say most, of the first quarter. Revenues rose 5%. Operating earnings were fractionally up at NZD 12.9 million.

Now, as mentioned, the war in Iran created a softening in global asset prices and capital markets activity, and a number of our metrics are now tracking slightly below expectations. Despite present global asset prices and capital markets activity levels, we are maintaining our operating earnings guidance range of NZD 53 million-NZD 58.5 million, and that's subject to the usual market risks and outcomes. If global asset prices and capital market activity levels remain at current levels across the rest of 2026, then our operating earnings would likely be towards the lower end of this guidance range. We now move on to the formal business of the day. Excuse me. All items of business are ordinary resolutions and are required to be passed by a simple majority, that being more than 50% of the eligible votes cast.

The resolutions that we will be voting on today are, firstly, the board be authorized to determine the auditor's fees and expenses for the 2026 financial year. Secondly, Dame Paula Rebstock, who retires and is eligible for re-election, be re-elected as a Director of NZX. Thirdly, that Rachel Walsh, who retires and is eligible for re-election, be re-elected as a Director of NZX. As stated on the vote proxy forms, all voting at today's meeting will be by way of poll, and accordingly, in my capacity as Chair, I require that a poll be held for each of the resolutions. Shareholders on MUFG's virtual meeting platform will be able to cast their vote using the electronic voting card received when online registration was validated, and voting will be open until shortly after the close of the meeting.

Please refer to the virtual meeting portal guide or use the helpline on 0800- 200- 220. To vote, you will need to click Get Voting Card within the online meeting platform. You will be asked to enter your shareholder or proxy number to validate. Please then mark your voting card in the way you wish to vote, by clicking one of for, against, or abstain on the voting card. Once you've made your selection, please click Submit Vote on the bottom of the card to lodge your vote. As I said, voting will remain open until about five minutes after the conclusion of the meeting. Now, the results of the vote will be announced via a market announcement on nzx.com. The NZX board supports each of these resolutions and intends to vote any undirected proxies in favor of all three resolutions.

I will now introduce each of them in turn for discussion. Resolution 1 relates to our auditor and the board being authorized to fix the fees and expenses of PwC as the company's auditor for the 2026 financial year. I move as an ordinary resolution that the board be authorized to determine the auditor's fees and expenses for the 2026 financial year. Are there any questions from the floor on this resolution? No. Are there any questions on this matter from shareholders online?

Okay. No questions online on that one. There appears to be no further discussion. We'll move to Resolution 2, the re-election of Dame Paula Rebstock. Dame Paula was appointed as a Director of NZX in February 2023. She retires by rotation in accordance with the listing rules and offers herself for re-election. The board recommends Dame Paula Rebstock to you as a director of NZX and unanimously supports her re-election. Being eligible, Dame Paula has confirmed she is available for re-election, and I now invite Dame Paula to address the meeting.

Paula Rebstock
Deputy Chair, NZX

Good morning, shareholders. I really appreciate the opportunity to briefly speak to you today in support of my re-election as an independent Director on the NZX board. I've had the honor of serving on the board since February 23, as John indicated, and I became Deputy Secretary later that year. During that time, NZX has had significant success in implementing its strategy to grow NZ capital markets and strengthen the performance of the NZX by strongly diversifying its offer. We had a board meeting yesterday, and we had the great pleasure of reading Mark's summary of the progress that has been made under his guidance, and I do want to acknowledge his contribution to the achievements of NZX and the strategy that the board and leadership team have been delivering. During my first term, I served on the Clearing, Human Resources, and Nominations committee.

With Frank retiring from the board and following on from his stellar stewardship of the HR committee, I've succeeded Frank as Chair of that committee. Our focus in the period ahead will be to ensure our HRM systems, succession planning, and performance management systems support the exchange to continue to attract and retain the exceptional people we need for the future. The work of the Nominations Committee is also in a period of heightened importance as we recruit our next CEO and additional directors as current members retire. It'd be no surprise to anyone in this room that the most important job a board does is to appoint an appropriate CEO, and we're very focused on that.

As Deputy Chair of NZX, my focus, as agreed with the Chairman, firstly, has been to support the evolution of the legislative and policy framework of our financial markets to further strengthen the breadth and depth of New Zealand capital markets. I've had a lot of opportunity in the past to work with governments on strategic policy changes, and it's been a great pleasure to see NZX so engaged in influencing the future direction of our markets. My second contribution has been to support NZX to further mature its governance approach and systems. We're growing fast, as are the areas of our business, and you always need to make sure you keep modernizing and supporting your governance approach to allow the business to really reach its full potential.

I'm an economist by training and was educated with a strong awareness of the important role markets play in a nation's economic development, efficient resource allocation, and equitable economic outcomes. Importantly, financial markets play a critical role in ensuring the stability of economic systems. At a practical level, I've had the opportunity to contribute over several decades to the governance of businesses and organizations that are relevant to NZX. As chair of the ACC for over a decade and as a member of its investment committee, not only did the scale of the fund grow to over NZD 50 billion, but we also changed the composition of the reserve fund investments to push into private markets. The latter provided important extra risk capital in traditional market segments. I'm sure most of you realize that ACC was, in those times, the largest single investor in public markets in New Zealand.

I believe it continues to be, and of course, it was and is one of our significant domestic shareholders in the exchange. Related to my role at ACC was my involvement with Kiwi Group Holdings, the then parent company of Kiwibank, Kiwi Wealth, Kiwi Insurance, and New Zealand Home Loans. This gave me valuable exposure to the wider financial sector, including banking, and involved the completion of a number of large equity transactions. We did eventually sell each of those assets, including Kiwibank, which we sold back to the Crown by the end. It was a full- circle experience. The senior roles at both ACC and Kiwi Group Holdings involved close working relationships with the treasury, regulatory agencies, as well as government ministers.

This built on my earlier experience as Chair of the New Zealand Commerce Commission and as a founding member of the Establishment Board for the Financial Markets Authority. Finally, I've been committed to growing successful New Zealand businesses through sound governance practices. I've served on a wide range of boards across the infrastructure, health, financial, and insurance sectors. I'm currently a Director of partially listed company Vector and bring to NZX a perspective from the listed company arena. In addition, I serve on an Australian board for Vector's partially owned metering business, Bluecurrent.

Furthermore, I'm currently the Chair of AIA [Sovereign] New Zealand, New Zealand Post, and the Asia Pacific Healthcare Group. In conclusion, I believe my qualifications and professional experience will continue to underpin my ability to be an effective Director for you on the NZX board. I would welcome your support for my re-election. If re-elected, I look forward to working with my fellow directors and senior leadership team to deliver sustained shareholder returns to you. Thank you.

John McMahon
Chair, NZX

Thank you, Dame Paula. I move as an ordinary resolution that Dame Paula Rebstock be reelected as a Director. Firstly, are there any questions from the floor on this matter? No. Are there any questions online?

Okay. No questions online. There appears to be no further discussion, so we'll move on to Resolution 3. Resolution 3 relates to the reelection of Rachel Walsh. Rachel was appointed a Director of NZX in October 2022. She retires by rotation in accordance with the listing rules and offers herself for re-election. The board recommends Rachel to you as a Director of NZX and unanimously supports her re-election. Being eligible, Rachel has confirmed she is available for re-election, and I now invite Rachel to address the meeting.

Rachel Walsh
Director, NZX

Thanks, John. [Non-English content] . Good morning. My name is Rachel Walsh, and I'm standing for re-election as a Non-Executive Director. Thank you all for the opportunity to present to you today. I just want to briefly set out who I am, what I have focused on in my first term at NZX, and how I intend to continue contributing to NZX's strategy and purpose on your behalf as shareholders. NZX's purpose is to provide a stable, secure, and well-governed marketplace that helps New Zealand grow by connecting companies and funds with capital and enabling investors to build wealth. Its strategy is built around those three interconnected businesses, capital markets, Smart, and NZX Wealth [Technologies], operating on a resilient, efficient technology and risk platform. My contribution is strongest where those needs meet: clearing and risk, technology and resilience, and customer-centered commercial decisions.

I am a fellow chartered accountant with a Bachelor of Commerce in Accounting and Commercial Law and a chartered member of the IoD. I have over 25 years senior finance and governance experience across technology, financial services, and other highly regulated sectors in New Zealand, Australia, and offshore. As Group CFO of Datacom, I led a major finance and systems transformation and had P&L responsibility for the SME payroll business, where we fixed technical debt, refocused the platform on reliability and customer experience, and then grew the business organically. I also established Datacom Group's risk function and a strategic asset allocation framework to prioritize capital across multiple businesses. As CFO of Abano Healthcare, which was previously an NZX-listed issuer, I was a regular corporate user of the exchange, raising capital, defending takeover offers, and engaging with shareholders, giving me a practical understanding of what issuers and investors need from NZX.

At Rank Group, I worked on large cross-border acquisitions and divestments, complex global funding structures, and SEC and multi-jurisdictional reporting. At NZX, I chair the Clearing Committee and sit on the Audit and Risk and Technology Committees. NZX Clearing is the central counterparty for our markets and is designated as a financial market infrastructure under joint Reserve Bank and FMA oversight. In my first term, I have focused on strengthening risk management frameworks, capital and liquidity settings, and governance of clearing models and processes, including stress testing, the default management tools, the risk capital waterfall, and the mutualized default fund, and supporting the establishment of the Risk Advisory Group under the new FMI standards. On the Technology Committee, we oversee how technology supports NZX's strategy and day-to-day operations.

Building on those lessons learned from the earlier DDoS incidents and regulatory reviews, we have worked with management to strengthen technology governance, cybersecurity, and operational resilience with a focus on architecture, incident response, and testing. My Datacom experience in risk, capital prioritization, and customer-facing platforms has been directly relevant to that work. From these NZX roles, I see three main areas where I have added and can continue to add value for shareholders. First, in Clearing and FMI risk, helping ensure frameworks, capital, and liquidity are commensurate with the risks NZX carries as a central counterparty, and that we continue to meet emerging regulatory standards in a practical way for participants, particularly important with the launch of NZX 20. Second, in technology and cyber, bringing a detailed, execution-focused perspective to ensure we ask the right questions about resilience, investment in architecture, not just high-level strategy.

Third, across the board table more generally, applying disciplined financial oversight and risk governance and thinking about NZX's role in a wider capital markets ecosystem. Alongside my NZX role, I chair the Audit and Risk Committee at Asteron Life, chair the People and Remuneration Committee at Cairns, and am an independent Director at IAG New Zealand. It keeps me close to prudential market and conduct regulation into evolving expectations of boards in financial services and infrastructure. I have also recently joined NZX's Nominations Committee, contributing to structured CEO, executive, and director succession. Building on the work already underway, because I see leadership and board composition as fundamental to delivering NZX's long-term strategy.

If we're re-elected, I will continue to focus on the strength of our clearing and risk frameworks, the robustness and resilience of our technology platforms, and the quality of our leadership and governance, bringing a strong customer, commercial, and risk lens so that NZX can deliver its strategy and purpose and remain a trusted cornerstone of New Zealand's capital markets. I recognize that being a Director of NZX is a privilege and a significant responsibility given our role at the heart of the financial system. I take seriously my duty to act independently, exercise sound judgment, and contribute to high-quality governance and resilient market infrastructure on your behalf. I would value the opportunity to continue this work as a member of your board, and I respectfully ask for your support for my re-election today. Thank you.

John McMahon
Chair, NZX

Thanks, Rachel. I move as an ordinary resolution that Rachel Walsh be re-elected as a Director. Are there any questions from the floor on this resolution? No. Are there any questions online?

Sara Wheeler
General Counsel and Company Secretary, NZX

No.

John McMahon
Chair, NZX

Okay. In that case, there appears to be no further discussion, and we will move on. Just a reminder about voting. Shareholders should now submit their votes. Please select for, against, or abstain alongside each resolution, and voting will be open until shortly after the close of the meeting. As I said earlier, once all votes have been cast, they will be counted by the company's share registrar, MUFG, and they will be scrutinized by the company's auditor, PwC, who are in attendance. The results of today's meeting will then be released to the market once that completion of verification has occurred. Now, at this point, we will open to any questions from shareholders in attendance and online on the financial results, the business update, or any other matters you would like to raise. Now, we'll start with those in the room.

Firstly, are there any items of general business from the floor to be discussed? If you do have a question, please indicate, but could you then wait for a microphone? We'll have a microphone brought to you so that those who are online can also hear your question. Do we have any questions from the floor?

Michael Bowden
Shareholder, NZX

Hi, Michael Bowden, shareholder. It's just regarding the cost of companies being listed. I remember Tony Falkenstein of Just Life, I think it was formerly Just Water. That company is delisted. One of the reasons why he delisted the company or it was delisted was because it was costing NZD 400,000 a year, according to him, to be listed on the NZX. You're wanting companies to list on the NZX. I wonder whether this is a barrier to them listing on the NZX. I would have thought that would have been quite an impost on a small company, NZD 400,000 a year. I wonder what your comments are on that.

John McMahon
Chair, NZX

My first comment, Michael, is firstly that all that NZD 400,000 did not come to us. There are a range of costs involved in being listed, and I know Mark had some discussions with Tony at the time. Mark, maybe you want to go into a little more detail around the composition of those costs and where Tony thought he was looking to save money.

Mark Peterson
CEO, NZX

Yeah. Happy to talk to that question. I'll broaden it from just Tony's business as well, because it's a comment that's relevant to all listed entities, both larger and smaller. When you join a listed market and you seek the benefits of having liquidity and the access to capital, there are some obligations that come with it, and they are imposed on a business either through law and regulation or through listing rules. They are designed to set a standard, if you like, of risk management, communication with shareholders, information sharing, and general governance of the business, to have some standards around that. All of those elements have a cost to them, no question. Our cost, the annual listing fee, is actually a tiny fraction .

To have your directors and meet the standards, to have the risk management frameworks, and to have the mechanisms, if you like, to match the continuous disclosure obligations comes with effort and with cost. Now, that is different for different businesses. For smaller businesses, it can be a slightly higher proportion than it is for larger businesses. Those businesses have to trade off the investment that they make in those costs for the benefits of being listed, which is really having the access to capital to grow. I know on that particular occasion, for the likes of Tony and other smaller businesses, when COVID was around or when earnings pressures come on more generally, then all management teams look at all costs, and they make those decisions around those trade-offs.

In that instance, Tony made a call that it was easier to be on the unlisted platform than on the NZX platform. Hopefully, as we spoke to him at the time, they come back at the end of the day, but that was a choice that he made.

Michael Bowden
Shareholder, NZX

What is the cost for a small business to be listed?

Mark Peterson
CEO, NZX

Well, again, it depends on the company, but NZD 400,000 is probably not an unrealistic number that Tony might have mentioned. It'll be different for different businesses. They'll do it differently.

Michael Bowden
Shareholder, NZX

Are you considering reducing that if you want more listings?

Mark Peterson
CEO, NZX

What we have been doing is making sure that regulators and lawmakers totally understand that we are in a competition for capital and that regulatory burden, either through law or regulations, is right-sized and appropriate, if you like, for not just listed firms but also companies in general across New Zealand. We've been pretty successful at getting the government to realize we're in that competition for capital and to look at those settings. The successes that we've had more recently are that the prospective financial disclosure obligations in an IPO, when you're actually coming to market. They are a lot more flexible now than they were before, which actually means that there is an efficiency and a cost impact for that. Actually, it's been very helpful for investors.

The climate-related disclosures piece, that's going through the final stages of lawmaking at the moment. That is actually an unwind of cost burden for listed companies, and it's material. Certainly, we submitted strongly, and we did a lot of work with all of the public companies to lobby for that. Then the other one, more recently, a little bit more obscure, is the class waiver for issuing green bonds. Again, there is no need, really, to do a full PDS if you are already listed, continuously disclosing, but you actually want to issue a green bond. That is an unwind. That has happened as well. We've got three more things in the pipe with regulators and with the government. They relate to extending the regime, for if you are listed, not requiring PDSs in any form.

Again, it's a liability burden that's taken off directors, and it's a cost burden, and you're already disclosing. Second one is simplifying the PDS themselves. The last one is actually adding a fault element to director liability settings around continuous disclosure. In other words, if a director does something really silly and really wrong and negligent or breaks the law, then obviously the full weight of the law would be applied. If they made a genuine mistake, then the liability level would be wound back.

That comes from a couple of previous ministers' focus on making sure that experienced directors can help smaller companies and that cost- benefit for the individuals concerned is more right-sized. We're focusing a lot on those areas. That will, as we debate and sort of lobby, help with lowering that cost of capital, help make us more competitive, and help New Zealand actually, at the end of the day.

John McMahon
Chair, NZX

Thank you. Do we have any further questions from the room? Okay, in that case, do we have any questions online, Sara?

Sara Wheeler
General Counsel and Company Secretary, NZX

Yes, we do. We have a general question from Kaushik Patel about the NZX listing pipeline, share performance, and strategic opportunities.

Mark Peterson
CEO, NZX

Maybe I'll take that, John, because I've had the benefit of reading the question, and I might be able to just give some color to our shareholder here. I'll sort of talk generally about it. When Graham and I go and talk to shareholders all the time, we talk about our business as three businesses: the markets business, funds, and wealth tech. We talk about those growth opportunities separately and together. The question here really focuses on value creation and strategic opportunities, and there is a theme in there around cost management and returns. I guess what I would say, generally speaking, is we are very careful with the way that we choose to spend our money, whether it's actually the operational elements of what we do or it's the capital elements of what we do.

We're very careful to make sure we're investing in those right areas and that we're not wasteful in that regard. Our revenue lines in those areas, especially for Smart and for Wealth Tech, are growing really strongly. In markets, if you take out the Fonterra impact, grew more modestly last year, but you are subject to some market dynamics in that regard. We manage our costs carefully. We think about those three businesses and the growth opportunities. We deploy capital and investment into them appropriately. I guess we're looking at on the basis of long-term as well. There is a theme in here around cost reductions. What I would say to that theme is we do have some regulatory obligations in our markets business to run fair, orderly, and transparent markets, have sufficient financial, technical, and human resources, and we have to abide by that.

When we look at Smart and Wealth Technologies, the client opportunities and the growth opportunities are significant, and we want to make sure we extract and offer the right services and get the right returns there as well. We deploy capital appropriately there. With respect to the other theme in there around strategic opportunities, we're always looking at the market and how we could think about either through organic or inorganic opportunities, how we might grow faster. We constantly look at those, and we constantly think about them, but there's nothing more to say on that matter at the moment.

Sara Wheeler
General Counsel and Company Secretary, NZX

Okay. I see there's a further question from the floor.

Coralie van Camp
Shareholder, NZX

I'm Coralie van Camp, shareholder. If it costs about NZD 400,000 to list a business, a small business, I'm just thinking of two terrible failures in the last few years. Metro Performance Glass never ever measured up to what it was hyped up to be, and My Food Bag has been a great disappointment as well. How much scrutiny does the NZX put into looking at the business case that these people present as the value of their businesses and the value going forward? What is your role in actually analyzing the worth of that business as it's listed?

Mark Peterson
CEO, NZX

Just broadly speaking, when new companies come to market, they go through a process, and they're advised by external advisors, corporate advisors, lawyers, their boards, and they put together a disclosure document at the time. That disclosure document is then run through a process of ensuring that the appropriate disclosures are made when a company lists. Once that company lists, that company's then obligations relate to continuously disclosing to investors on the execution of their strategy and their performance. The NZX doesn't take a view on whether that's good, bad, or otherwise. Our regulation team takes a view on however the business is evolving. Are they disclosing appropriately, and are they on time? For those two examples that you mentioned before, the appropriate processes were undertaken as they listed. Then, how they've performed, if you like, is a matter for those businesses specifically.

Oliver Mander
CEO, NZ Shareholders' Association

[Non-English content] . Oliver Mander from NZ Shareholders' Association. Obviously in the last few weeks, the final version of the ASIC report has come out in relation to ASX. I guess, just for the benefit of putting some statements into the room, are there any lessons there for NZX or any validation of the operating model as regards NZ RegCo?

John McMahon
Chair, NZX

In regard to RegCo, no, I don't think there are. We have a very robust structure. It's run independently. It has its own board. It does work efficiently and effectively in relation to NZX. That is subject to annual review each year by the Financial Markets Authority. They comment on that each year in their review of our operator obligations, which is a public document. This year's version will be released around the middle of the year, as it usually is. You can go back and look at the prior one in 2025 and look at their view in relation to RegCo. Did you also mean in relation to the clearing house as well, Oliver?

Oliver Mander
CEO, NZ Shareholders' Association

Yes.

John McMahon
Chair, NZX

Yes, sir.

Mark Peterson
CEO, NZX

I'm going to jump in.

John McMahon
Chair, NZX

Okay.

Mark Peterson
CEO, NZX

Yeah, yeah. If you look at those themes, Oliver, in that report, there's themes around governance, there's themes around stewardship of the market, there's themes around capability and culture, there's themes around technology, and the vision of the updating of that technology, and there's actually other themes around connection with the market and that customer orientation. We are looking at that report, and in fact, we discussed it at the board meeting yesterday, and we will analyze that more deeply and bring some more considered thoughts back to the board at the next meeting.

As a general theme, I would say that a lot of the themes that have been brought up in there, not all, but a lot of them, we're actually in pretty good shape, and we measure up pretty well. There is always learnings from work that's done by some pretty serious people in Australia, and it's very, very well considered. We will always take the learnings, but at the same time, too, some of the key matters that are being highlighted there, I would say we rank pretty highly against those.

John McMahon
Chair, NZX

I'd also add, Oliver, that in terms of the issues that the [ASIC] report raised, those are typically matters that are also reviewed by the FMA each year when they look at our market obligations as the market operator. A number of them are also matters where, in our clearing house, we have joint regulators, which is both the Financial Markets Authority and the Reserve Bank of New Zealand. The joint regulators also review a range of those matters, when they look at our operations as well. We are very conscious that as the exchange, we have a degree of stewardship or a degree of social license to operate the market, and we have to operate responsibly to maintain that social license.

Oliver Mander
CEO, NZ Shareholders' Association

Thank you for the clarity.

Sara Wheeler
General Counsel and Company Secretary, NZX

We have a further follow-up question from Kaushik Patel, which is about the complexities of trading and brokerage costs, but I think we believe that this is a question Mr. Patel is best to direct towards the brokers.

John McMahon
Chair, NZX

Yes. We don't regulate the costs that brokers charge their clients. That is up to the arrangement between the client and the broker.

Sara Wheeler
General Counsel and Company Secretary, NZX

We have another question, which is a question for Peter Jessup, a Director who's with us online today. This is a question from shareholder Andrew Ott, w ho asks, "From an external viewpoint, NZX's technology platforms have been performing well, but AI is the topic of the day. Is Peter able to make comments on the impact of AI on NZX, including the risks for AI-enhanced hacking and any positive opportunities for NZX?" We're going to-

Mark Peterson
CEO, NZX

Just before we go.

Peter Jessup
Director, NZX

Hello. Yeah, thank you for that question. I think AI represents a fantastic opportunity for IT across the world, so NZX is obviously going to benefit from that, in my view, as we move forward. NZX also has a significant base of external technology providers throughout its domain, and so I think we'll see downward cost pressures on the technology that we source from external vendors as we move forward. I think it's an exciting time. AI, to me, its best promises and benefits are in building technology. It has implications across the board, but I think in technology, its benefits are being seen already. NZX will benefit from that in the long run.

John McMahon
Chair, NZX

Thanks, Peter. Do you want to add to that, Mark?

Mark Peterson
CEO, NZX

Yeah. Again, in more recent times, we've been looking at AI across the business, whether it's in markets, Smart or Wealth Technologies. We've encouraged the teams to use it and learn it and really understand it. The opportunity's there, and the risks, we'll get to the risks shortly, but the opportunities are going to be a little different for each of those different areas. For example, I mentioned in my words earlier, inside Smart for our client service, we have the client service systems and dashboards that people utilize when they're speaking or responding to emails. AI is already built into those. We are already getting ideas on what the potential answers to questions could be, popping up in front of the client service representatives. Now that can be taken steps further.

Nevertheless, you've got to manage the risks. Across the markets business, it may be quite helpful for us when we think about coding and speeding up the development of technology. Again, you've got to manage the risks. Wealth Technologies, it might have some similar benefits around technology there, and it might have some customer engagement wins as well. We'll have some, across the businesses, it'll have different benefits, and we're pulling together a group strategy at the moment. From a risk point of view, it is another toolset that does expose us to risk, and we need to very carefully manage that.

In the news more recently, it talks about the AI engines that can really enhance hackers' abilities to get inside organizations, and we have to be absolutely on top of that, and it's just another moving aspect to cybersecurity that we're obviously very conscious of.

John McMahon
Chair, NZX

Thank you. Anything else, Sara?

Sara Wheeler
General Counsel and Company Secretary, NZX

No, I don't have any further questions online.

John McMahon
Chair, NZX

All right. In that case, ladies and gentlemen, that brings us to the end of the formal business for NZX's 2026 Annual Shareholders Meeting, and I now declare the meeting closed. Thank you for your attendance.

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