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NEW ZEALAND EXCHANGE LIMITED ANNUAL REPORT


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Issued 1 March 2007

Contents

1 . C h a i r m a n ’s R e p o r t

2 . C h i e f E xe c u t i v e ’s R e p o r t

5. Financial Review

9. Board of Directors

19. Financials

39. Statutory Information

48. Directory
ANNUAL MEETING AND FINANCIAL CALENDAR

Annual Meeting
The Annual Meeting of shareholders of NZX will be held at NZX Centre, Level 2, 11 Cable Street,
Wellington, New Zealand on Friday 30 March 2007, commencing at 4.30pm. Full details, including the
business to be dealt with, are contained in the Notice of Meeting included with this report.

Financial Calendar
31 December 2006 2006 Financial Year end

8 February 2007 Preliminary Full Year Financial Results issued

1 March 2007 2006 Annual Report issued

4.30pm, 28 March 2007 Latest time for receipt of proxies for Annual Meeting

4.30pm, 30 March 2007 Annual Meeting - Record and payment date for dividend advised

July 2007 Preliminary Half Year Announcement issued

September 2007 2007 Half Year Report issued

31 December 2007 2007 Financial Year end


CHAIRMAN’S REPORT

“Profits grew and investors smiled” said one headline on the penultimate day of 2006, referring to
the performance of the New Zealand share market over the year. “Good times set to slow down”
said another, the following day.
See-sawing sentiment has always been a feature of New Zealand markets. In previous years such
shifts in sentiment would have had an immediate effect on the NZX share price. But in 2006 our
shareholders (and the markets at large) came to realise that, whilst NZX is of the market, it is not
the market alone.
NZX is at a significant point in its New Zealand market development agenda. Where 2005
saw the company concentrate on building operating leverage (with revenue growth beginning
to outstrip expense), strengthening cashflow (with the resulting capital and dividend policy
announcement), and delivering a resilient performance across core business, 2006 also saw a very
different NZX. Ongoing improved financial performance, thanks to strict expense management
and judicious investment in growth, formed the backdrop for sound acquisitions in rural data and
managed funds research capability, and a significant competitive trade reporting partnership across
the Tasman.
To drive and develop these initiatives, NZX has attracted and retained experienced people in
the intensely competitive market for international talent – all of whom believe in the core role of
capital markets in national economic strength. There will be plenty for them to do in 2007!
And our companies? We acknowledge their choice to be part of our markets as a means to fund
their own growth. We advocate staunchly and consistently on their behalf. We congratulate
them on their contribution to an outstanding New Zealand markets performance in 2006, and we
anticipate serving more of them in 2007.

Simon Allen, Chairman


1 March 2007

1
CHIEF EXECUTIVE’S REPORT

NZX is about infrastructure


NZX has now been listed for three and a half years. Over that time our total return to shareholders
has been 246%, or 42% compounded annually. What has driven this? The 2003/2004 period was
very much about a robust foundation under the core exchange franchise. If, at the end of 2004,
our building was comprised of solid foundations and was three levels high, over 2005/2006,
value creation in the core businesses and business extensions have added many more levels.
We are now heading into our third phase: taking the building to its maximum height by both
creating new value in New Zealand and growing internationally.
To achieve this we need to continue to achieve against five critical criteria:

1. Annual financial results


In 2006 a strong performance across the NZX Group resulted in revenue growth outstripping
expense growth by a ratio of 2:1. The standout performers were the information businesses
(comprising core market data and new businesses such as NZX Agrifax), while listing and
trading revenues finished the year well with very strong fourth quarters.
In 2007 and beyond, providing an attractive environment for new companies to come to market
remains a critical focus area for NZX. We must ensure that our customer service is outstanding,
that the cost of capital and exposure gained for our New Zealand companies remain equal to,
or better than, anything offered by any overseas exchange, and that participation continues
to grow. With a recent Goldman Sachs JBWere analyst report stating that “30% of the 80%
capital appreciation (on NZX over the last 3.5 years) is due to a lower risk premium, and with
the valuations for NZX listed companies well above the global mean, the conditions for new
companies to list are strong across the board”. With increased listings, trading will grow and
our data will become yet more valuable. The appetite for New Zealand market data is a clear
signal that information is this century’s currency – and there is no shortage of players keen to
acquire this information. Acting in concert, these factors will result in improved scalability and
margin growth over 2007 and beyond.
Similarly, in 2007 we expect LINK Market Services (50% owned) and Smartshares to contribute
meaningfully in terms of free cash flow to NZX.

2. Future value created


In 2006 the two key areas of focus for creating future value were “bolt-on” M&A, and the
announcement of the Australian ECN. Bolt-on acquisitions in 2006 included Agri-Fax – a
rural data business, FundSource – a funds management information business, and Tortis Ozzy

2 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT


for the Smartshares franchise. Each of these businesses fits neatly into our operational strengths
and business focus, but provides revenue diversification with strong growth prospects outside
the markets business.
The big news in 2006 was the announcement of our ECN in Australia. This business is currently
going through the Australian regulatory approvals process and we have the right ownership
structure. Our partners – Macquarie, Citigroup, CommSec, Goldman Sachs JBWere and
Merrill Lynch – are a very substantial part of overall liquidity in Australia. Working with them
has been both positive and energising. We expect this initiative to demonstrate that, when it
comes to competing in Australia, Kiwi companies can.
In 2007 and beyond, the ECN is critical to NZX. It takes our ability to operate and supervise
markets to another jurisdiction, bound up in a massively scaleable business model (i.e., execution
only). There are many opportunities for ECNs beyond Australia. To this end, our five broker
partners are perfect.
The same is true of listed companies, which have invested significantly in the LCA (Listed
Companies Association) and are adding great value to the market.

3. Market Operations and the market environment


In 2006 NZX concentrated a great deal of energy in this area. I want to acknowledge the
significant contribution made by market participants in this vital space. Their own investments
in technology, systems, product creation and compliance are delivering credibility and safety to
New Zealand investors. Specific thanks to the SIA (Securities Industry Association) for their
significant work over 2006. Brokers deserve the strong year they have had and their profitability
is key for future market development. We are positive, for example, that NZX brokers are now
looking to invest time and energy in supporting the emerging tech sector in New Zealand.
Similarly, the LCA has really stepped up to the plate, and is contributing very positively to both
the listed and legislative environment.
Finally, 2006 marked the Securities Commission inaugural report on NZX’s market supervision
capabilities. The result was positive. We are continuing to invest in the co-regulatory model,
sharing information and resources with the Securities Commission on a regular basis, and are
very positive about this relationship going forward.
In 2007 and beyond, at a macro level, the policy environment is delivering some promising results
for New Zealand’s capital markets. The imminent introduction of KiwiSaver in particular, along
with the PIE regime, will have a positive impact in this year and in future.

3
CHIEF EXECUTIVE’S REPORT CONTINUED

4. Capital management
In 2006 our focus was the capital return to shareholders of a tax effective $16 million, a stock
split to add liquidity, and the introduction of a long-term dividend policy focused at the 60%+
level. These were successfully executed and added value for shareholders.
In 2007 our focus is to reduce our cost of capital, secure long-term sources of cheaper funding
and engage in improved treasury and tax management.

5. Team
In 2006 our overall team composition, and individual quality, achieved its highest level yet
by a significant margin. This reflects an organisation that, in the people sense, is now “built”
rather than “developing”. Key hires into the CFO, strategy and IT areas have taken our
execution ability up a great notch, and mean that, adding to the now significant experience in
the leadership team, we can manage effectively multiple complex workstreams to completion
on time, cost and quality.
In 2007 and beyond, we would expect this team to really deliver results. The quality of the
core team that will manage market supervision, market development, and the data and fund
businesses, is matched by an execution focus on new areas such as the ECN, carbon and other
new markets, and continued focus on the international arena.

Mark Weldon, Chief Executive Officer


1 March 2007

4 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT


FINANCIAL REVIEW

A. NZX GROUP RESULT AND HIGHLIGHTS


The NZX Group financial results for the 2006 year are very strong as summarised in
the table below:
$M 2006 2005 CHANGE

Operating Revenue 25.0 19.5 28%

Operating Expenses 14.1 12.2 16%

EBITDA 10.5 6.6 61%

NPAT 6.4 4.9 31%

The business has changed. NZX’s business financial performance shows resilience.
In terms of scale, the fourth quarter of 2006 represented a turning point for NZX as
operating revenues grew to almost $8.6 million. This compares with $5.3 million from
Q4 2005. We believe that the step up from $5.3 million to ~$8.6 million per quarter is
a sustainable base from which NZX can continue to grow.

HIGHLIGHTS DURING THE YEAR HAVE INCLUDED:

Electronic Communications Network (ECN)

NZX owns 50% of the Australian ECN, with Citigroup, CommSec, Goldman Sachs
JBWere, Macquarie and Merrill Lynch owning 10% each. Information technology and
data workstreams are on track, the Australian Market Licence application was lodged
with the Australian Securities and Investment Commission (ASIC) on 31 January
2007, and a CEO, Greg Yanco, has been appointed. This platform will give NZX an
international footprint through a scale growth opportunity that leverages against NZX’s
core infrastructure and competencies.

Smartshares

Strong growth in funds under management to ~$500 million, with EBITDA moving from
near break-even to $543,000.

Data

A significantly stepped-up data business has been developed. Enhanced sales


execution for core market data products has resulted in a significantly higher annuity
revenue stream (e.g., $2.5 million in Q4 vs. $1.1 million in Q4 2005). This group has
also changed in terms of overall profile, with Agri-Fax and FundSource (acquired in Q2
and Q3 respectively) performing well, augmenting now positive EBITDA business lines
in i-Search and the Index business.

5
FINANCIAL REVIEW CONTINUED

B. BUSINESS LINE COMMENTARY

(I) NZX MARKETS BUSINESS

Revenues grew 27% year on year to $23 million. EBITDA at $10.2 million was 52%
ahead of the prior year. Operating expenses rose to $12.4 million or 16% more than
2005. This largely reflects investments in people to establish and manage the ECN’s
operations.

The composition of NZX Markets revenue for the 2005 and 2006 years is set out in
the graphs below:

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Of particular note is the growing importance of market information as a revenue


contributor to the NZX Markets business. Year on year market information revenues
at $6.1 million are 82% ahead of the $3.4 million booked in 2005. Comparable Q4
figures show a $1.36 million increase in revenue as against the same quarter 2005.
Included in this is a contribution of $241,000 of additional EBITDA from FundSource
and Agri-Fax.

Initial and secondary listings revenues of $3.00 million were 43% ahead of the $2.1
million booked in 2005. Revenue from initial and secondary listings remains an
important and recurring component of the NZX Markets business revenue stream as
illustrated in the table below:

$M 2006 2005 2004

Annual 5.1 4.5 3.8

Initial 0.5 1.0 1.2

Secondary 2.5 1.1 0.8

Total Listing Fees 8.1 6.6 5.8

Listing fees as a % of NZX Markets revenue 35.2% 36.5% 36.0%

6 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT


Trading, Clearing and Settlement revenues of $4.7 million were 2% down at the prior year
and reflect more difficult trading conditions between July and October, where daily trading
volumes were negatively impacted by a number of issues, in particular the Feltex matter
which impacted sentiment negatively. Trading volumes recovered during the last quarter.

Also of note within NZX Markets revenues is the growth in NZX services income to
$914,000 from last year’s $274,000. NZX is extending its core infrastructure for the
ECN investment in Australia. During the last quarter of 2006, NZX charged the ECN for
services provided during the establishment phase. Post establishment, NZX will continue
to provide market operations and market supervision under a services agreement.

As noted the NZX Markets operating expense base has grown year on year to be $12.4
million in 2006. NZX has deliberately increased its core capability in order to secure
future growth. The operating costs include the costs associated with acquired revenue
streams (FundSource and Agri-Fax), and also feasibility and ongoing costs in relation to
the Australian ECN. In particular, NZX’s investment in the ECN has resulted in a need for
programme and project management skills beyond that previously required.

(II) SUBSIDIARIES AND ASSOCIATES

Smartshares Limited
Smartshares is New Zealand’s leading passive fund manager and now has five equity-
based products. Smartshares has, at the time of writing, over $500 million in funds
under management (FUM). In Q4, Smartshares was ranked third amongst New Zealand
fund managers in terms of funds inflow.

The growth in Smartshares FUM is reflected in strong revenue growth of 63% vs. last
year for a total revenue number of $2.3 million. Operating costs at $1.8 million have
grown by 15% year on year. The operating margin leverage has resulted in a 531%
year on year improvement in EBITDA, to $543,000. Smartshares has now reached
scale and going forward will be an increasingly significant contributor to the NZX Group
EBITDA.

The Australian ECN


During 2006 NZX announced plans to launch an ECN in the Australian market, as a 50%
member of a consortium that includes five of the largest broking houses in Australasia.
The ECN will provide a reporting system for internal crossings. The start-up phase
involves developing the hardware and software platform for the ECN, and securing
regulatory approval. Progress on all fronts is very pleasing and the ECN is expected to
contribute revenues in the second half of 2007. The ECN’s operating expenditure to 31
December 2006 totalled $NZ738,000.

7
FINANCIAL REVIEW CONTINUED

LINK Market Services Limited


LINK Market Services is a 50% held, and equity accounted, associate company with
LINK Market Services in Australia. LINK is now growing market share.

In 2006 LINK’s revenues were $3.1 million and EBITDA was $424,000. Whilst market
conditions have impacted LINK during 2006, the business is now cashflow positive and
the performance in the last quarter of 2006 was very favourable.

NZX expects LINK to begin to return cash to its investors during the second half of 2007.

C. CAPITAL MANAGEMENT AND POLICY


During the year NZX Group operating free cash flows were $6.6 million, up by 22.2%
or $1.2 million on the 2006 year. The table below highlights the ongoing growth in
operating cash flows. As NZX’s business continues to grow in breadth and scale, so
too do operating cash flows. NZX is now well placed to continue to invest and grow its
business from organically sourced revenue streams. Additionally the scale and resilience
of NZX’s core underlying cash flow allows confidence in NZX’s ability to service external
borrowings, should that requirement arise. NZX intends to invest further in future growth
and will finance that growth on the most efficient basis possible.

$000s 2006 2005 2004

Operating Cash Flow Growth $6,604 $5,403 $4,575

Year on Year % Increase 22.2% 18.1% 72%

In August 2006 NZX made a tax-effective capital return of $16.2 million to shareholders.
Accordingly, cash (or cash equivalents) as at 31 December 2006 were at $1.9 million,
down from $19.6 million at 31 December 2005.

The dividend for 2006 will be 60% of group NPAT. NZX will pay a dividend of $0.16 per
share, fully imputed, for the year ended 31 December 2006. The dividend payment will
occur in the second quarter of 2007. NZX is currently assessing the implementation of
a Dividend Reinvestment Plan (DRP). The exact timing of the 2006 dividend payment
will be announced, with details of any DRP, by the Chairman of the Board of Directors at
NZX’s Annual Meeting on 30 March 2007.

8 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT


BOARD OF DIRECTORS

DIRECTORS: ANDREW HARMOS, NIGEL WILLIAMS (DEPUTY CHAIRMAN), NEIL PAVIOUR-SMITH,


SIMON ALLEN (CHAIRMAN), HENRY VAN DER HEYDEN, MARK WELDON

NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT 9


BOARD OF DIRECTORS

Simon Christopher Allen – CHAIRMAN BSc, BCom, FCSAP


Simon is Chief Executive of ABN AMRO in New Zealand and has 23 years’ experience in the
New Zealand and Australian capital markets.
Simon established BZW in New Zealand (now ABN AMRO) in 1988. ABN AMRO group is a
registered bank in New Zealand and provides products and services to government, corporates
and investors. Simon is also a director of several ABN AMRO group companies including 50%
owned ABN AMRO Craigs Limited.
Simon has involvement in the New Zealand Business & Parliament Trust (Trustee); St. Cuthbert’s
College Trust Board (Director) and is a Fellow of the Institute of Finance Professionals.

Nigel Williams – DEPUTY CHAIRMAN BCom


Nigel has over 20 years’ experience in both New Zealand and overseas capital markets,
including his current role as Managing Director, Institutional, Corporate and Commercial
Banking for both ANZ and National Bank in New Zealand. In this role he is responsible for the
Bank’s business customers, wholesale and investment banking activities. Nigel graduated
from the University of Otago with a Bachelor of Commerce in Marketing, Accounting and
Finance and has also attended advanced management training at the University of Michigan,
USA and Oxford University, England.

Andrew William Harmos LLB (Hons), BCom


Andrew is one of the founding partners of Harmos Horton Lusk, an Auckland-based specialist
corporate legal advisory firm. Andrew was formerly a senior partner of Russell McVeagh, which
he left in 2002 after 21 years with that firm. He specialises in takeover advice and structuring,
securities offerings, company and asset acquisitions and disposals, strategic and board
corporate legal advice. He was appointed a director of NZX in 2002, and prior to that held a
number of other listed company directorships. He is a director of the Westfield New Zealand
group and Elevation Capital Management Limited.

Neil Paviour-Smith BCA, CA, ACIS, FCFIP


Neil is Managing Director of Forsyth Barr Limited, a nationwide share broking and investment
management firm, and a director of various related companies. Neil has 18 years’ experience
in the New Zealand securities industry including several years in equity funds management
and research roles. Neil is a director of listed companies Global Equity Market Securities
Limited and Global Corporate Credit Limited.
Neil is an NZX Advisor, a Fellow and past Chairman of the Institute of Finance Professionals
NZ, a member of the Institute of Chartered Accountants of NZ, the Institute of Directors, the
Institute of Chartered Secretaries NZ, and the CFA Society of NZ.

10 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT


Henry van der Heyden BEng (Agr) Hons
BOARD COMMITTEES
Henry was appointed to the NZX Board on 6 September 2005. He became Chairman
of Fonterra Co-operative Group in September 2002 and is a founding director of the
The Remuneration
co-operative, which is New Zealand’s largest company, operating in over 100 countries
internationally. He has contributed to industry governance for 13 years, as both a director Committee comprises
and chairman, and played a considerable role in the industry rationalisation that led
Simon Allen (Chair),
to Fonterra’s establishment. He has extensive experience in the disciplines of large-
scale manufacturing and international exporting and the financial, regulatory, trade and Nigel Wiliams and
customer influences on them. He is a Director of Independent Egg Producers (IEP) and Henry van der Heyden
King St Advertising, and serves on Waikato University’s School of Management Advisory
Board. He is also a Trustee of Asia:New Zealand.
The Audit Committee
Mark Rhys Weldon – CHIEF EXECUTIVE BA BCom, MEcon (First Class Hons), Doc Jur, Dip comprises
Int’l Law (Hons)
Neil Paviour-Smith
Mark is the Chief Executive of NZX. Mark is also a director of Smartshares Limited and
Chairman of LINK Market Services Limited. (Chair), Nigel Williams

Mark graduated from Auckland University with a Masters degree in Economics (First and Simon Allen
Class Honours), a Bachelor of Commerce and a Bachelor of Arts. Mark then studied
at the Columbia University School of Law in New York, graduating in 1997 with a J.D.C.
(Doctor in Jurisprudence) and a Diploma in International Law.
Mark joined leading New York law firm Skadden, Arps, Slate, Meagher & Flom as an
attorney. While there, he worked extensively in securities law and on mergers and
acquisitions. Mark went on to work at the New York office of McKinsey & Company. He
specialised in stock exchanges, asset management and banking and general corporate
strategy. Mark is a member of the University of Auckland Business School Advisory
Board.

11
CORPORATE GOVERNANCE

NZX is committed to ensuring it employs best practice governance structures and


principles in keeping with Appendix 16 of the NZSX Listing Rules (Rules) and the Corporate
Governance Principles and Guidelines published by the Securities Commission.

NZX believes good governance starts at the top with the Board of Directors (the Board)
who are elected by shareholders to direct and control NZX’s activities.

OPERATION OF THE BOARD

The Board is responsible for the overall direction and strategy of NZX. It selects the
Chief Executive and delegates the day to day operation of NZX’s business to the Chief
Executive. The Chief Executive implements policies and strategies set by the Board and
is responsible to it.

The Board has established a Code of Ethics that provides a set of principles for Directors
to apply in their conduct and work for NZX. The principles include managing conflicts
of interest, the required skills of Directors, trading in NZX’s shares, and maintaining
confidentiality of information received in their capacity as Directors of NZX.

BOARD OF DIRECTORS

The Board currently comprises six Directors of whom five are non-Executive Directors.
In accordance with Rule 3.3.1A, the Board has determined that five of the six Directors
are Independent as defined in the Rules. The Independent Directors are Simon Allen
(Chairman), Nigel Williams (Deputy Chairman), Andrew Harmos, Neil Paviour-Smith and
Henry van der Heyden. Mark Weldon, the Chief Executive, is the only non-Independent
Executive Director on the Board.

In accordance with the constitution and the NZSX Listing Rules, one third of the Directors
are required to retire by rotation and offer themselves for re-election by shareholders
each year.

Meetings of the Board are scheduled in advance. Meeting agendas and papers must be
circulated at least five business days before each meeting to allow Directors sufficient
time to prepare.

The Board has access to executive management and key executive managers are invited
to attend and participate in appropriate sessions of Board meetings.

The Board holds regular scheduled meetings and also holds ad hoc meetings to consider
time sensitive or specific issues (including via teleconference).

12 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT


COMMITTEES

The Board has two standing committees: an audit committee and a remuneration
committee.

AUDIT COMMITTEE

The audit committee operates under a charter, which sets out its role in assisting the
Board with corporate financial matters. It may only comprise Independent Directors and
at least one member of the audit committee must have expertise in accounting. The
members of the audit committee are Simon Allen, Neil Paviour-Smith (Chairman) and
Nigel Williams.

The audit committee has a clear line of communication with the independent and
internal auditor, and it may, at its discretion, meet with the independent auditor without
company management being present.

REMUNERATION COMMITTEE

The remuneration committee operates under a charter that sets out its role. It assists the
Board in reviewing the remuneration policies and practices of NZX as they relate to the
Directors including any committees that Directors may serve on, and the remuneration
of the Chief Executive.

The remuneration committee comprises entirely non-Executive Directors. The members


of the remuneration committee are Simon Allen (Chairman), Nigel Williams and Henry
van der Heyden.

NOMINATIONS

Given the size of the Board, there is no nominations and succession committee. Rather,
the full Board is involved in the Director nomination process.

2006 NZX DIRECTORS’ ATTENDANCE RECORD

Director NZX Board/Committees


Simon Allen 10/12
Andrew Harmos 6/6
Neil Paviour-Smith 11/12
Mark Weldon 11/12
Nigel Williams 10/12
Henry van der Heyden 7/8
Note: Records are shown in relation to the total number of meetings that a Director is required to attend. This may be less in some instances
because of shorter tenure on the Board or less involvement in committees.

13
CORPORATE GOVERNANCE CONTINUED

DISCLOSURE

NZX has internal procedures in place to ensure that key financial and material
information is communicated to the market in a clear and timely manner. In addition
to its disclosure obligations under the Rules, NZX has adopted a quarterly reporting
regime and produces operating metrics monthly. This additional information provides
transparency and assists the market in evaluating NZX’s performance. NZX also
maintains a website which provides contact points for the public and is continuously
updated with information regarding NZX and its releases.

RISK MANAGEMENT

The Board is responsible for ensuring that key business and financial risks are
identified and appropriate controls and procedures are in place to effectively manage
those risks.

Directors may seek independent professional advice to assist with their responsibilities.
During the 2006 financial year Directors sought independent professional advice
where necessary.

INSURANCE AND INDEMNIFICATION

NZX provides indemnity insurance cover to Directors and executive employees. This is
explained further on page 41.

SHARE TRADING

The Company has adopted a formal NZX Securities Trading Policy to address insider
trading requirements under the Securities Markets Act 1988. The NZX Securities
Trading Policy is modelled on the Insider Trading (Approved procedure for Company
Officers) Notice 1996 (the Notice) and administered by the NZX Securities Trading
Committee that consists of the Corporate Counsel and Chairman of the Board. The NZX
Securities Trading Policy restricts trading in the financial year by prohibiting trading in
NZX’s securities during ‘black-out’ periods set out in the Notice.

If a Director or officer wishes to trade NZX securities in a ‘trading window’, that person
must first apply, and obtain, consent from the NZX Securities Trading Committee.

Because of the nature of NZX’s business, any employee who wishes to buy or sell
any security listed on NZX’s markets must follow the NZX Securities Trading Policy
and apply to NZX for consent to trade. This policy is reinforced through individual
employment agreements.

14 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT


2 0 0 6
N E W Z E A L A N D E X C H A N G E L I M I T E D F I N A N C I A L S TAT E M E N T S

15
STATEMENT OF FINANCIAL PERFORMANCE

FOR YEAR ENDED 31 DECEMBER 2006

Parent Group
Note 2006 2005 2006 2005
$000 $000 $000 $000
Operating revenue 1 22,341 18,139 25,026 19,500
Operating expenses 2 12,027 10,685 14,123 12,172
Operating EBITDA 10,314 7,454 10,903 7,328
Unrealised (gain)/loss on investment bonds (59) 63 (59) 63
Non-recurring expenditure 9 418 704 418 704
EBITDA 9,955 6,687 10,544 6,561
Depreciation 7 771 751 791 751
Amortisation 8 85 129 242 156
EBIT 9,099 5,807 9,511 5,654
Interest income 1,114 1,647 1,117 1,647
Share of losses of associates 4 - - 446 34
Surplus before tax 10,213 7,454 10,182 7,267
Tax expense 10 3,520 1,985 3,779 2,380
Net Surplus after tax 6,693 5,469 6,403 4,887

16 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT


STATEMENT OF MOVEMENTS IN SHAREHOLDERS’ FUNDS

FOR YEAR ENDED 31 DECEMBER 2006

Parent Group
Note 2006 2005 2006 2005
$000 $000 $000 $000
Net Surplus after tax 6,693 5,469 6,403 4,887
Total recognised revenue & expenditure 6,693 5,469 6,403 4,887
Issue of Share Capital 2,609 1,780 2,609 1,780
Capital repayment (16,271) - (16,271) -
Dividend payment (3,505) (5,398) (3,505) (5,398)
CEO Share Scheme 13 (469) (1,141) (469) (1,141)
Release of Treasury Shares held by Subsidiary - - 469 1,141
Company
Movement in Shareholders’ funds for the period (10,943) 710 (10,764) 1,269
Shareholders’ funds at beginning of period 33,365 32,655 30,907 29,638
Shareholders’ funds at end of period 22,422 33,365 20,143 30,907

17
STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2006

Parent Group
Note 2006 2005 2006 2005
$000 $000 $000 $000
ASSETS
Current assets:
Cash at bank 3 1,233 718 1,893 1,546
Investment bonds 4 3,638 1,999 3,638 1,999
Cash investments 3 - 18,100 - 18,100
Receivables & prepayments 5 6,400 2,911 7,520 3,416
11,271 23,728 13,051 25,061
Non current assets:
Advances 13 1,356 1,146 833 154
Fixed assets 7 2,334 2,453 2,446 2,453
Investments 4 12,988 9,793 6,251 6,759
Deferred tax 10 507 397 495 438
Goodwill 8 304 306 2,932 808
Intangibles 8 590 - 1,579 -
18,079 14,095 14,536 10,612
Total assets 29,350 37,823 27,587 35,673
LIABILITIES AND SHAREHOLDERS’ FUNDS
Accounts payable and other current liabilities 6 6,746 4,612 7,187 4,920
Provision for taxation 10 182 (154) 257 (154)
6,928 4,458 7,444 4,766

Share capital 14 3,243 17,372 2,721 16,381


Retained earnings 14 19,179 15,993 17,422 14,526
Total shareholders’ funds 22,422 33,365 20,143 30,907
Total liabilities & shareholders’ funds 29,350 37,823 27,587 35,673

These financial statements were authorised for release on 7 February 2007.

S C Allen N Paviour-Smith M R Weldon


Chairman Director Chief Executive Officer

18 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT


STATEMENT OF CASH FLOWS

FOR YEAR ENDED 31 DECEMBER 2006

Parent Group
2006 2005 2006 2005
$000 $000 $000 $000
CASH FLOWS FROM OPERATING ACTIVITIES
Cash was provided from:
Cash received from customers and others 19,632 21,551 22,038 22,612
Net GST paid (229) (901) (231) (901)
Interest received 1,130 1,563 1,133 1,773
20,533 22,213 22,940 23,484
Cash was applied to:
Cash paid to suppliers and employees 10,615 13,531 12,912 15,510
Taxation paid 3,294 2,571 3,424 2,571
13,909 16,102 16,336 18,081
Net cash flows from operating activities 6,624 6,111 6,604 5,403
CASH FLOWS FROM INVESTING ACTIVITIES
Cash was provided from:
Decrease in other assets 955 - 485 -
Decrease in bank deposits 20,100 1,831 19,654 1,831
21,055 1,831 20,139 1,831
Cash was applied to:
Purchase of fixed assets 652 1,876 784 1,876
Increase in other assets 937 268 4,209 268
Increase in investments 6,776 1,458 3,073 (42)
8,365 3,602 8,066 2,102
Net cash flows from investing activities 12,690 (1,771) 12,073 (271)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash was provided from:
Proceeds from issue of shares 977 1,625 1,446 1,625
977 1,625 1,446 1,625
Cash was applied to:
Capital repayment 16,271 - 16,271 -
Dividend payment 3,505 5,398 3,505 5,398
19,776 5,398 19,776 5,398
Net cash flows from financing activities (18,799) (3,773) (18,330) (3,773)
Net increase in cash held 515 567 347 1,359
Opening cash balance 718 151 1,546 187
Cash at end of period 1,233 718 1,893 1,546
19
STATEMENT OF CASH FLOWS CONTINUED

FOR YEAR ENDED 31 DECEMBER 2006

Parent Group
2006 2005 2006 2005
$000 $000 $000 $000
RECONCILIATION OF SURPLUS FOR THE PERIOD TO
NET CASH FLOWS FROM OPERATING ACTIVITIES
Surplus for the period 6,693 5,469 6,403 4,887

Add non cash items:


Depreciation 771 751 791 751
Amortisation 85 129 242 156
Goodwill impairment 264 360 264 360
Unrealised (gain)/loss on investment bonds (59) 63 (59) 63
Share of losses of associates - - 446 34
7,754 6,772 8,087 6,251

(Increase)/decrease in accounts receivable (3,490) (410) (4,104) (1,233)


(Increase)/decrease in deferred tax (110) (36) (57) (77)
Increase/(decrease) in accounts payable 2,134 335 2,267 497
Increase/(decrease) in provision for tax 336 (550) 411 (35)
Net cash flows from operating activities 6,624 6,111 6,604 5,403

20 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT


STATEMENT OF ACCOUNTING POLICIES

FOR YEAR ENDED 31 DECEMBER 2006

ENTITIES REPORTING
The financial statements presented for the ‘Parent’ are for New Zealand Exchange Limited (“NZX”) as a stand-alone entity. The
consolidated financial statements for the ‘Group’ are for the economic entity comprising NZX, its subsidiaries and associates.

STATUTORY BASE
NZX is a company registered under the Companies Act 1993 and is an issuer in terms of the Securities Act 1978. These
financial statements are presented in compliance with the Financial Reporting Act 1993 and the Companies Act 1993.

MEASUREMENT BASE
The financial statements have been prepared on the basis of historical cost with the exception of certain items for which specific
accounting policies are identified.

ACCOUNTING POLICIES
The financial statements are prepared in accordance with New Zealand’s generally accepted accounting practice. The significant
accounting policies that affect the measurement of financial performance, financial position and cash flows are set out below.

GROUP FINANCIAL STATEMENTS


The consolidated financial statements are prepared by combining the financial statements of all the entities that comprise
the consolidated entity, being NZX (the “Company”) and its subsidiaries. A list of subsidiaries appears in Note 4 to the
financial statements. Consistent accounting policies are employed in the preparation and presentation of the consolidated
financial statements.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. On acquisition,
the assets and liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess of the cost of
acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill.
In preparing the consolidated financial statements, all intercompany balances, revenue and expenses arising from transactions
between either the parent company and its subsidiary entities or two subsidiary entities are eliminated in full.
The consolidated financial statements include the information and results of each subsidiary from the date on which the
company obtains control and until such time as the company ceases to control such subsidiary.
Associates are all entities over which the Group has significant influence but not control, generally accompanying a
shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity
method of accounting and are initially recognised at cost. The Group’s share of its associates’ post-acquisition profits or losses
is recognised in the income statement, and its share of post-acquisition movements in reserves is recognised in reserves.
The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s
share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the
Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in
the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset
transferred. Where the accounting policies of associates differ from the Group, adjustments to ensure consistency with the
policies adopted by the Group are made.

21
STATEMENT OF ACCOUNTING POLICIES CONTINUED

FOR YEAR ENDED 31 DECEMBER 2006

REVENUE RECOGNITION
Rendering of services
Revenue from a transaction to provide services is recognised by reference to the stage of completion of the transaction at the
balance sheet date.
Interest revenue
Interest revenue is recognised on a time proportionate (as earned) basis that takes into account the effective yield on the
financial asset.
Foreign currency transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rate prevailing at the dates
of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in
the income statement.

FIXED ASSETS AND DEPRECIATION


Property, plant, leasehold improvements and equipment are stated at cost less accumulated depreciation and impairment. Cost
includes expenditure that is directly attributable to the acquisition of the item.
Depreciation is provided on property, plant and equipment on a straight line basis so as to write off the cost or other revalued
amount of each asset over its expected useful life to its estimated residual value. Leasehold improvements are depreciated over
the period of the lease or estimated useful life, whichever is the shorter, using the straight line method. The estimated useful
lives, residual values and depreciation method are reviewed at the end of each annual reporting period.
The following estimated useful lives are used in the calculation of depreciation:
Computer equipment 33.3%
Furniture and equipment 20%
Leasehold improvements 10%

SHARE ISSUE COSTS


Costs associated with the issue of shares are recognised as a reduction of the amount collected per share.

TAXATION
Tax expense is based on accounting surpluses, adjusted for the permanent differences between accounting and tax rules.
The impact of all timing differences between accounting and taxable income is recognised as a deferred tax liability or asset. This
is the comprehensive basis for the calculation of deferred tax under the liability method.
A deferred tax asset or the effect of losses carried forward that exceeds the deferred tax liability, is recognised in the financial
statements only where there is virtual certainty that the benefit of timing differences, or losses, will be utilised.

22 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT


FOR YEAR ENDED 31 DECEMBER 2006

GOODS AND SERVICES TAX (GST)


Revenues, expenses, assets and liabilities are recognised net of the amount of goods and services tax (GST), except for receivables
and payables which are recognised inclusive of GST.

FINANCIAL INSTRUMENTS
Financial instruments carried in the Statement of Financial Position include cash and bank balances, investments, accounts
receivable and accounts payable. The particular recognition methods adopted are disclosed in the individual policy statements
associated with each item.

INVESTMENTS
Investments in subsidiaries and associates are stated at cost in the Statement of Financial Position of the parent, less any
impairment if required.
Investment bonds are stated at market value and any resultant gain or loss is recognised in the Statement of Financial
Performance. All other investments are stated at the lower of cost or net realisable value.

GOODWILL
Goodwill, representing the excess of the cost of acquisition over the fair value of the identifiable assets and liabilities acquired, is
recognised as an asset. Amounts recognised as goodwill are amortised on a straight line basis over twenty years or management’s
estimate of the useful life if lower.

INTANGIBLE ASSETS
Acquired intangible assets are recognised in the financial statements at the assessed fair value at the date of acquisition. They are
subsequently amortised over management’s estimate of their useful life on a straight line basis.

IMPAIRMENT
Directors assess the carrying value of each asset on at least an annual basis, or where there are indications of impairment. Where
the estimated recoverable amount of the asset is less than its carrying amount, the asset is written down. The impairment loss
is recognised in the Statement of Financial Performance.

ACCOUNTS RECEIVABLE
Accounts receivable are carried at estimated realisable value after providing against debts where collection is doubtful.

STATEMENT OF CASH FLOWS


The following are the definitions of the items used in the Statement of Cash Flows:
(1) Operating activities include all transactions and other events that are not investing or financing activities.
(2) Investing activities are those activities relating to the acquisition, holding and disposal of fixed assets and of investments.
Investments can include securities not falling within the definition of cash.
(3) Financing activities are those activities that result in changes in the size and composition of the capital structure. This
includes both equity and debt not falling within the definition of cash.
(4) Cash is considered to be cash on hand and current accounts in banks, net of bank overdrafts.

23
STATEMENT OF ACCOUNTING POLICIES CONTINUED

FOR YEAR ENDED 31 DECEMBER 2006

NON RECURRING EXPENDITURE


The Group separately identifies non-repeating and one-off business expenses that are not ordinarily incurred.

OPERATING LEASES
Operating lease payments are recognised as an expense in the periods the amounts are payable.

COMPARATIVES
Comparative figures where necessary have been restated to correspond with current year classifications.
The presentation of share of losses of associates has been moved to below the EBITDA line in accordance with NZ GAAP.
All comparative figures relating to the number of shares have been restated to reflect the capital reconstruction on 21 July 2006
(see Note 14 for further details).

CHANGES IN ACCOUNTING POLICIES


There were no changes in accounting policies during the period.

24 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT


NOTES TO THE FINANCIAL STATEMENTS

FOR YEAR ENDED 31 DECEMBER 2006

1. Operating Revenue
Parent Group
2006 2005 2006 2005
$000 $000 $000 $000
Listing fees 8,105 6,618 8,049 6,547
Participant fees 1,413 1,313 1,413 1,313
Trading, clearing & settlement 4,710 4,814 4,710 4,814
Market information 5,479 3,367 6,083 3,367
Regulatory 1,720 1,753 1,720 1,753
Funds management fees - - 2,331 1,432
NZX services income 914 274 720 274
22,341 18,139 25,026 19,500

2. Operating Expenses
Parent Group
2006 2005 2006 2005
$000 $000 $000 $000
Employee & related costs 7,119 6,250 7,916 6,743
Information technology 1,771 1,824 1,778 1,824
Legal 575 475 603 514
Marketing 215 211 370 421
General administration 1,891 1,467 2,920 2,148
Directors’ fees 299 295 311 302
Audit fees 58 50 99 90
Assurance services paid to auditors 24 12 51 29
Other auditors’ services 30 14 30 14
Bad debts written off - 54 - 54
Increase in provisions for doubtful debts 45 33 45 33
12,027 10,685 14,123 12,172

25
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR YEAR ENDED 31 DECEMBER 2006

3. Cash and Cash Investments

Interest rates Maturities Parent Group


2006 2005 2006 2005
$000 $000 $000 $000
Cash at bank 6.95% Call 1,233 718 1,893 1,546
Bank deposits 7.52%-7.60% 30 Days - 18,100 - 18,100
1,233 18,818 1,893 19,646

4. Other Investments
Parent Group
2006 2005 2006 2005
$000 $000 $000 $000
Investment in associates 6,926 3,213 6,251 3,179
Investment in subsidiaries 6,062 3,000 - -
Investment bonds - current 3,638 1,999 3,638 1,999
Investment bonds - non current - 3,580 - 3,580
16,626 11,792 9,889 8,758

INVESTMENT IN SUBSIDIARIES
Investments in subsidiaries comprise shares at cost.

Name of entity Principal activities Interest held by Parent


2006 2005
Agri-Fax Limited Data Sales 100% 0%
FundSource Limited Data & Research 100% 0%
Smartshares Limited Funds Management 100% 100%
Mandela Investments Limited Holding Company 100% 0%
Tane Nominees Limited Nominee Company 100% 100%
NZX Executive Share Plan Nominees Limited Nominee Company 100% 100%
NZ Fox Limited Holding Company 100% 100%

All subsidiary entities have a balance date of 31 December and are incorporated in New Zealand.

26 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT


FOR YEAR ENDED 31 DECEMBER 2006

Agri-Fax Limited was acquired on 1 April 2006 for a cash consideration of $1,200,000. This amount may increase if
certain revenue targets are met. The group has accrued $390,000 with respect to the revenue targets that are currently
expected to be met. FundSource was acquired on 30 September 2006 for consideration of $908,953. The components
purchased on acquisition are:

Asset Agri-Fax Limited FundSource Limited


$000 $000
Fixed assets 30 98
Brand name 1,170 512
Goodwill 390 310
Employee provisions - (11)
Total 1,590 909

Mandela Investments Limited is a holding company that holds the 50% share NZX has in A.C.N. 121 659 658 (“Australia
NewCo”). Mandela Investments Limited was incorporated on 5 September 2006.
No acquisitions were made in 2005.

INVESTMENT IN ASSOCIATES

Name of entity Principal activities Interest held by Group Group carrying amount
2006 2005 2006 2005
$000 $000
Australia NewCo Operates an ECN (Electronic 50% 0% 1,388 -
Communications Network)
for executing and reporting
transactions.
LINK Market Services Limited Registrar 50% 50% 4,863 3,179

NZX owns 50% of Australia NewCo. The other shareholders are companies controlled by Citigroup, CommSec, Goldman
Sachs JBWere, Macquarie Bank and Merrill Lynch. The entity was incorporated on 8 September 2006, in Australia, and has a
balance date of 31 December.
LINK Market Services Limited is jointly owned by NZX and LINK Market Services Limited Australia (formerly ASX
Perpetual Registrars Limited). It was incorporated on 15 December 2004 in New Zealand and has a balance date of
31 December.

27
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR YEAR ENDED 31 DECEMBER 2006

Share of Associates’ Results Australia NewCo LINK Market Services Limited


2006 2005 2006 2005
$000 $000 $000 $000
Share of deficit before tax (290) - (379) (2)
Share of tax credit/(expense) 121 - 102 (32)
Share of net deficit (169) - (277) (34)

5. Receivables and Prepayments

Parent Group
2006 2005 2006 2005
$000 $000 $000 $000
Trade receivables 4,041 2,181 4,826 2,502
Intercompany receivable - 70 - -
Prepayments 319 287 391 329
Accrued interest 75 92 75 92
Sundry debtors and accrued income 1,965 281 2,228 493
6,400 2,911 7,520 3,416

6. Accounts Payable and Other Current Liabilities

Parent Group
2006 2005 2006 2005
$000 $000 $000 $000
Trade creditors 109 335 128 364
Unearned income 3,339 2,711 3,524 2,711
Intercompany payable 97 - - -
Employee entitlements 394 221 426 223
Sundry payables and accrued expenses 2,570 1,111 2,822 1,388
GST 237 234 287 234
6,746 4,612 7,187 4,920

28 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT


FOR YEAR ENDED 31 DECEMBER 2006

7. Fixed Assets

2006 - Parent Cost Accumulated Current Book value


depreciation depreciation
$000 $000 $000 $000
Computer equipment 5,187 4,711 557 476
Furniture & equipment 599 315 85 284
Leasehold improvements 1,292 192 129 1,100
Capital work in progress 474 - - 474
7,552 5,218 771 2,334

2005 - Parent Cost Accumulated Current Book value


depreciation depreciation
$000 $000 $000 $000
Computer equipment 5,063 4,154 635 909
Furniture & equipment 555 230 53 325
Capital work in progress 1,282 63 63 1,219
6,900 4,447 751 2,453

2006 - Group Cost Accumulated Current Book value


depreciation depreciation
$000 $000 $000 $000
Computer equipment 5,260 4,729 575 531
Furniture & equipment 649 317 87 332
Leasehold improvements 1,301 192 129 1,109
Capital work in progress 474 - - 474
7,684 5,238 791 2,446

Fixed assets for Parent and Group were the same for the year ended 31 December 2005.

29
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR YEAR ENDED 31 DECEMBER 2006

8. Goodwill and Intangible Assets

Parent Group
2006 2005 2006 2005
$000 $000 $000 $000
Opening cost of goodwill 435 582 963 1,056
Impairment of goodwill (see Note 9) (435) (415) (435) (415)
Goodwill arising on acquisition 310 268 2,473 268
Closing cost of goodwill 310 435 3,001 909

Opening accumulated amortisation (129) (55) (87) -


Amortisation expense for the year (48) (129) (153) (156)
Impairment of goodwill (see Note 9) 171 55 171 55
Closing accumulated amortisation (6) (129) (69) (101)

Balance per Statement of Financial Position 304 306 2,932 808

Included in the Group acquisition of goodwill for 2006 is an amount of $1,738,233 in respect of the purchase of the management
rights of the Smart OZZY fund.
Intangible assets acquired in 2006 are being amortised over their useful lives. The amortisation charge recorded in the Statement
of Financial Performance was $37,384 for the Parent and $88,807 for Group.

9. Non-Recurring Items
Non-recurring items are expenses that are not ordinary and are one-off in nature. For the year ending 31 December 2006 the
only non-recurring item was the write off of the Sydney Futures Exchange (SFE) contract of $263,601 (2005: $360,000) and
the contracted future maintenance fees in relation to this contract of $154,599. For the year ending 31 December 2005 non-
recurring items also included expenditure incurred in investigating the default of Access Brokerage Limited and preparation for
the NZX Discipline hearing for Access Brokerage Limited of $344,000.

30 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT


FOR YEAR ENDED 31 DECEMBER 2006

10. Taxation

Income Tax Parent Group


2006 2005 2006 2005
$000 $000 $000 $000
Operating surplus before tax 10,213 7,454 10,182 7,267
Permanent differences:
Non-deductible expenditure 529 35 621 65
Equity accounted earnings of associate - - 655 34
Surplus subject to tax 10,742 7,489 11,458 7,366
Tax at 33% 3,545 2,471 3,781 2,431
Loss offset for 2005 & 2006 year (16) (435) - -
Foreign investor tax credits (48) (68) (47) (68)
Prior year under/(over) provision 39 17 45 17
Income tax recognised in Statement of Financial Performance 3,520 1,985 3,779 2,380
Comprising:
Current tax 3,630 2,021 3,836 2,457
Deferred tax (110) (36) (57) (77)
3,520 1,985 3,779 2,380
Deferred tax
Balance at beginning of the period 397 361 438 361
Current year charge (55) 57 (102) 98
Prior period adjustment 165 (21) 159 (21)
Balance at end of the period 507 397 495 438
Imputation Credit account
Balance at beginning of period 4,070 3,943 4,070 3,943
Income tax paid 3,294 2,571 3,424 2,571
Imputation credits attached to dividends paid (1,534) (2,444) (1,534) (2,444)
Balance at end of period 5,830 4,070 5,960 4,070

31
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR YEAR ENDED 31 DECEMBER 2006

11. Financial Instruments

FAIR VALUE
The fair value of the financial instruments is considered to be approximately equivalent to the value as reflected in the Statement
of Financial Position.

CREDIT RISK
The maximum credit risk associated with the financial instruments held by NZX is considered to be the value reflected in the
Statement of Financial Position. The risk of non-recovery of these amounts is considered to be minimal.
NZX does not require collateral or other security to support financial instruments with credit risk.
Concentrations of credit risk arise where NZX is exposed to the risk that a party may fail to discharge an obligation in the
normal course of business. NZX Treasury policy is to limit the exposure to counterparties to $10 million for registered banks
and to $3 million for other institutions with a minimum credit rating of A-.

INTEREST RATE RISK


NZX is exposed to interest rate risk in that future interest rate movements will affect cash flows and the market value of fixed
interest and other investment assets. NZX does not use any derivative products to manage interest rate risk.

FOREIGN CURRENCY RISK


The Group incurs foreign currency risk as a result of sales and purchases that are denominated in a currency other than the
respective Group entity’s functional currency. The currencies giving rise to currency risk in which the Group primarily deals are
the Australian Dollar, US Dollar, GBP and the Euro.
NZX monitors foreign exchange risk on an ongoing basis and takes action as appropriate. As at 31 December 2006 outstanding
foreign exchange risk associated with items recorded on the Statement of Financial Position is not considered significant.

12. Commitments

Lease of premises
2006 2005
$000 $000
Up to 1 year 665 665
1 – 2 years 665 665
2 – 5 years 1,995 1,995
> 5 years 2,328 2,993

NZX has entered a contract with Trayport Limited for services relating to establishing a software platform committing to an
obligation in total of $3,000,000 of capital expenditure over a five-year period.

32 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT


FOR YEAR ENDED 31 DECEMBER 2006

13. Related Party Transactions

Related Parties Year Sales to Purchases Amounts owed Amounts owed


related from related by related to related
parties parties parties parties
$000 $000 $000 $000
Parent
New Zealand Exchange Limited 2006 1,537 103 2,305 581
New Zealand Exchange Limited 2005 375 49 1,243 9
Subsidiaries
Smartshares Limited 2006 - 187 - 481
Smartshares Limited 2005 - 84 - 70
Agri-Fax Limited 2006 - - 480 -
FundSource Limited 2006 11 - 98 -
Tane Nominees Limited 2006 - - - 523
Tane Nominees Limited 2005 - - - 992
Associates
LINK Market Services (NZ) Limited 2006 103 239 3 311
LINK Market Services (NZ) Limited 2005 49 291 9 181
Australia NewCo 2006 - 1,122 - 990

Sales to and purchases from related parties are made at normal market prices. Outstanding balances at the year end are
unsecured, interest free and settlement occurs in cash. There have been no guarantees provided or received for any related parties’
receivables or payables. No amounts owed by related parties have been written off or forgiven during the period.
Transactions between Group companies including associates mainly comprise management services, registry services and
charges for fund management data. Included in the carrying amount of Australia NewCo in the financial statements is $112,662
of costs that were incurred by NZX in developing the AML and platform that were capitalised by NewCo.
In 2003, financial assistance was provided to the Chief Executive Officer and Director, Mark Weldon. A disclosure document
was provided to all shareholders on 15 September 2003 setting out details of a proposal by the Company to give financial
assistance to Mark Weldon. The financial assistance was in connection to the acquisition of 634,275 Share Scheme Shares in
NZX, to be held by a nominee company (“Nominee”) on behalf of Mr Weldon in accordance with the terms of the NZX CEO
Share Scheme (“Scheme”).
The terms of the Scheme, and the proposed financial assistance, were approved by members of the Company’s predecessor, the
New Zealand Stock Exchange, at the time of demutualisation, and were fully described in the NZX Prospectus and Investment
Statement registered on 3 June 2003.
The Directors of NZX authorised NZX to give financial assistance to Mr Weldon to fund the acquisition of the Share Scheme
Shares, by way of a loan of $2,132,433, which is the aggregate of the issue prices for the 634,275 ordinary shares to be issued
under the Scheme. On 19 July 2006 a further tranche of 126,855 shares qualified and following repayment of $469,363.50 were

33
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR YEAR ENDED 31 DECEMBER 2006

transferred from the Nominee to Mr Weldon. As at July 2006 a total of 507,420 Share Scheme shares have qualified under
the Scheme and Mr Weldon has repaid $1,609,790 to NZX, reducing his financial assistance to $522,643. The Share Scheme
shares were subject to the same changes as ordinary shares.
NZX Executive Share Plan shares are offered to selected employees at the market price of the shares on the date of issuance.
The Directors of NZX authorised NZX to give financial assistance to some NZX employees in December 2006 to assist them
in the acquisition of NZX ordinary shares under the NZX Executive Share Plan. The total financial assistance provided under
the NZX Executive Share Plan in 2006 is $1,178,328 (2005: $319,205). At 31 December 2006, NZX employees had repaid
$344,841 (2005: $164,998). The balance outstanding is $833,487 (2005: $154,207).

14. Share Capital


All shares were subject to a court-approved capital reconstruction of NZX share capital which took effect on 21 July 2006.
Under the capital reconstruction there was a mandatory share cancellation of 1 in 8 shares held by each shareholder with a
payment to each shareholder of $9.69 for each share cancelled. This was immediately followed by a two-for-one share split. All
holders on the NZX register at 21 July 2006 were subject to the capital reconstruction.
As at 31 December 2006 there were 23,512,777 (2005: 22,990,746) ordinary non-redeemable and fully paid up shares on issue.
Each share confers on the holder the right to one vote on a poll at a meeting of the Company, the right to an equal share in the
dividends authorised by the Board and the right to an equal share in the distribution of the surplus assets of the Company.

CEO SHARE SCHEME SHARES


In July 2006, 126,855 Share Scheme Shares qualified under the Scheme. As noted above, these shares were transferred from
the Nominee company to Mr Weldon and reclassified as ordinary shares.

NZX STAFF OPTIONS


In July and August 2006 all NZX staff options were either exercised or cancelled. These options were not listed.

EMPLOYEE SHARE CAPITAL MOVEMENTS

Date of issue Number of shares issued Price per share issued in Number of shares
in that year that year ($) transferred out of
nominee company
to NZX employees
December 2006 208,576 6.798 142,758
December 2005 152,513 3.971 64,750
December 2004 125,125 5.109 -

Shares were transferred out in accordance with the terms of the NZX Executive Share Plan. As at 31 December 2006 278,706
shares were held under the Executive Share Plan making up 1% of total shares.

34 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT


FOR YEAR ENDED 31 DECEMBER 2006

15. Distribution to Shareholders


A fully imputed special dividend of 25 cents per share was paid in April 2006 before the capital reconstruction detailed in
Note 14.

16. Contingent Liabilities


On 6 September 2005 Access Brokerage Limited was put into liquidation. NZX applied the Fidelity Guarantee Fund to
investors who suffered loss as a consequence of the Access Brokerage Limited failure in accordance with the terms of the NZX
Participant Rules. The provision held in the Statement of Financial Position at 31 December 2006 is nil (2005: nil) as this
contingent liability is:
a. Viewed as highly unlikely - an assessment by NZX and its legal advisers is that it is highly improbable that there will be
any successful claim against NZX particularly given the claims have been struck off by the High Court as showing no case
to answer. This finding is now the subject of an appeal.
b. The assurance from NZX insurers being granted that they will meet any cost for this matter after the excess of $100,000,
which was paid in 2005.
NZX has entered an agreement with Greta Valley Holdings Limited, the vendor of Agri-Fax Limited, that commits NZX to
pay up to $950,000 if the revenue targets for the year ended 31 March 2009 are met.

17. Segmented Reporting


The Company and its subsidiaries operate within the financial markets industry. All significant operations take place in
New Zealand.

18. Earnings and Net Tangible Assets per Share

Group
2006 2005
Undiluted earnings per share (cents per share) 27.49 21.60
Net tangible assets per share (cents per share) 99.07 154.12

Earnings per share are calculated by dividing the operating surplus attributable to shareholders by the weighted average number
of ordinary shares on issue during the period.
Net tangible assets per share are calculated by dividing total assets less intangibles and goodwill by the weighted average number
of ordinary shares on issue during the period.

35
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR YEAR ENDED 31 DECEMBER 2006

19. New Zealand International Financial Reporting Standards


Under the New Zealand equivalents to International Financial Reporting Standards (NZ IFRS) NZX Limited will produce
its first NZ IFRS financial statements for the year ending 31 December 2007. NZX has undertaken a detailed analysis of the
impact of NZ IFRS on the financial statements to manage the conversion effectively.
Since the opening balance is 1 January 2006 NZX is able to quantify the impact the new standards will have as at 31
December 2005. The actual impact of adopting NZ IFRS may vary from the information presented below and that variation
could be material.

Parent
Adjustments Share Retained Retained Assets Liabilities
capital earnings 2005 earnings $000 $000
$000 and prior 2006
$000 $000
As reported under NZ GAAP (3,243) (12,486) (6,693) 29,350 (6,928)
(A) CEO share scheme (1,003) 920 83 - -
(B) Employee sick leave provision - 31 43 - (74)
(C) Deferred taxation adjustment - (10) (14) 24 -
In accordance with NZ IFRS (4,246) (11,545) (6,581) 29,374 (7,002)

Group
Adjustments Share Retained Retained Assets Liabilities
capital earnings 2005 earnings $000 $000
$000 and Prior 2006
$000 $000
As reported under NZ GAAP (2,721) (11,019) (6,403) 27,587 (7,444)
(A) CEO share scheme (1,003) 920 83 - -
(B) Employee sick leave provision - 31 43 - (74)
(C) Deferred taxation adjustment - (10) (14) 24 -
(D) Amortisation on indefinite life - (26) (242) 268 -
intangibles and goodwill
In accordance with NZ IFRS (3,724) (10,104) (6,533) 27,879 (7,518)

36 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT


FOR YEAR ENDED 31 DECEMBER 2006

(A) RECORD CEO SHARE SCHEME


NZX has elected to retrospectively apply NZ IFRS 2 to all employee share schemes. The only scheme that falls under the
scope of NZ IFRS 2 is the CEO Share Scheme which has been classified as an equity settled scheme in accordance with the
requirements of the standard. The fair value of the Scheme was independently valued by Deloitte for the purpose of reliance at
$1,029,149 at its grant date. The standard requires that each tranche of this amount be recognised over the vesting period of the
individual tranche. The adjustment detailed above recognises the portion of this fair value that has been charged to the income
statement in previous years.

(B) EMPLOYEE SICK LEAVE PROVISION


In line with the requirements of NZ IAS 19 a provision has been made for any employees with non-vesting accumulated
sick leave.

(C) DEFERRED TAXATION


Under IFRS deferred taxation is provided in full using the liability method on temporary differences between the tax bases
of assets and the carrying amounts in the financial statements rather than the comprehensive method detailed in the tax
accounting policy.

(D) REVERSE AMORTISATION OF INDEFINITE LIFE INTANGIBLES AND GOODWILL


Management rights to the three Smartshares funds that have been acquired are considered to be indefinite life intangibles
under NZ IAS 38. The above entry reverses accumulated amortisation on these assets. They will be tested for impairment at
least annually in accordance with the impairment accounting policy. In addition the amortisation of goodwill in 2006 has
been reversed.

20. Significant Events after Balance Date


On 7 February 2007 the Board approved a $0.16 per share fully imputed dividend.

37
PricewaterhouseCoopers
113-119 The Terrace
PO Box 243
Wellington
New Zealand
Auditors’ Report Telephone +64 4 462 7000
to the shareholders of New Zealand Exchange Limited Facsimile +64 4 462 7001

We have audited the financial statements on pages 16 to 37. The financial statements provide information about
the past financial performance and cash flows of the Company and Group for the year ended 31 December 2006
and their financial position as at that date. This information is stated in accordance with the accounting policies set
out on pages 21 to 24.

Directors’ Responsibilities
The Company’s Directors are responsible for the preparation and presentation of the financial statements which
give a true and fair view of the financial position of the Company and Group as at 31 December 2006 and their
financial performance cash flows for the year ended on that date.

Auditors’ Responsibilities
We are responsible for expressing an independent opinion on the financial statements presented by the Directors
and reporting our opinion to you.

Basis of Opinion
An audit includes examining, on a test basis, evidence relevant to the amounts and disclosures in the financial
statements. It also includes assessing:
(a) the significant estimates and judgements made by the Directors in the preparation of the financial
statements; and
(b) whether the accounting policies are appropriate to the circumstances of the Company and Group,
consistently applied and adequately disclosed.
We conducted our audit in accordance with generally accepted auditing standards in New Zealand. We planned
and performed our audit so as to obtain all the information and explanations which we considered necessary
to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from
material misstatements, whether caused by fraud or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
We have no relationship with or interests in the Company or any of its subsidiaries other than in our capacity as
auditors and providers of other assurance services.

Unqualified Opinion
We have obtained all the information and explanations we have required.
In our opinion:
(a) proper accounting records have been kept by the Company as far as appears from our examination of those
records; and
(b) the financial statements on pages 16 to 37:
(i) comply with generally accepted accounting practice in New Zealand; and
(ii) give a true and fair view of the financial position of the Company and Group as at 31 December 2006
and their financial performance and cash flows for the year ended on that date.
Our audit was completed on 8 February 2007 and our unqualified opinion is expressed as at that date.

Chartered
38 NEWAccountants
ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT Wellington
STATUTORY INFORMATION

FOR YEAR ENDED 31 DECEMBER 2006

1. Business Operations
There have been no changes in the business undertakings of the Company, subsidiaries and associates during the year. However,
the Company has acquired two additional business units (FundSource Limited and Agri-Fax Limited - both fully owned
subsidiaries of NZX) and NZX’s fully owned subsidiary Smartshares Limited acquired the Tortis-Ozzy fund from Tower
Limited - now renamed the Smart Ozzy fund.

2. Interests Register
The Group is required to maintain an Interests Register in which particulars of certain transactions and matters involving the
Directors must be recorded.
No matters were recorded in the Interests Register in 2006.

3. Directors’ Interests
The Directors have declared interests in the following entities:

Director Interest Entity


S C Allen Director ABN AMRO New Zealand Limited
Director ABN AMRO Group Companies in New Zealand
Director ABN AMRO Craigs Limited
Director Xylem Investments Limited
Director NZX Executive Share Plan Nominees Limited
Chairman Innoflow Technologies Limited
A W Harmos Partner Harmos Horton Lusk
Director Westfield New Zealand Group
Director Elevation Capital Management Limited
N Paviour-Smith Director Forsyth Barr Group Limited and Associated Companies
Director Forsyth Barr Limited
Director Leveraged Equities Finance Limited
Director Global Equity Market Securities Limited
Director Global Corporate Credit Limited
Director NZX Executive Share Plan Nominees Limited
N Williams Director Airlie Investments Limited
Director Alos Holdings Limited
Director Amberley Investments
Director ANZ Capital NZ Limited
Director ANZ Securities (NZ) Limited
Director ANZMAC Securities (NZ) Nominees Limited
Director Arawata Capital Limited

CONTINUED OVER 39
STATUTORY INFORMATION CONTINUED

FOR YEAR ENDED 31 DECEMBER 2006

Director Interest Entity


N Williams Director Arawata Trust Company
Director Arawata Finance Limited
Director Arawata Holdings Limited
Director Arawata Securities Limited
Director Arawata Funding Limited
Director BHI Limited
Director CBC Finance Limited (Alternate Director)
Director Control Nominees Limited
Director Cortland Finance Limited
Director Culver Finance Limited
Chairman City Art Gallery Foundation
Director Direct Broking Limited
Director Direct Nominees Limited
Director Endeavour Finance Limited
Director Endeavour Securities Limited
Director Harcourt Corporation Limited
Director Harcourt Investments Limited
Director Interchange & Settlement Limited
Director NBNZ Finance Limited
Director Samson Funding Limited
Director Sefton Finance Limited
Director Trillium Holdings Limited
Director Tui Endeavour Limited
Director Tui Securities Limited
H van der Heyden Director Fonterra Co-operative Group Limited
Director King St Advertising
Director Innovation Waikato Limited
Director Independent Egg Producers Co-Op Limited
Trustee Asia : NZ Foundation
Member University of Waikato Business Management School Advisory Board
M R Weldon Chairman LINK Market Services Limited
Director Smartshares Limited
Member New Zealand Olympic Committee
Member University of Auckland School of Business Advisory Board

40 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT


FOR YEAR ENDED 31 DECEMBER 2006

4. Information used by Directors


There were no notices from Directors of the Company requesting to disclose or use Company information received in their
capacity as Directors which would not otherwise have been available to them.

5. Directors Holding Office and their Remuneration


The Directors holding office during the year are listed below. The total amount of the remuneration and other benefits received
by each Director during the year, and responsibility held, is listed next to their names.

Directors Remuneration Special Responsibility


S C Allen $100,000 Chairman and Independent Director
A W Harmos $50,000 Independent Director
N Paviour-Smith $50,000 Independent Director
N Williams $50,000 Independent Director
H van der Heyden $50,000 Independent Director
M R Weldon $875,000 CEO

6. Indemnification and Insurer of Executive and Director


During the year, the Company paid insurance premiums in respect of Directors’ and Executive Employees’ liability insurance.
The policies do not specify the premium for individuals.
This insurance provides cover against costs and expenses involved in defending legal actions and any resulting payments arising
from a liability to persons (other than the Company or a related body corporate) incurred in their position as Director or
Executive Employee unless the conduct involves a willful breach of duty or an improper use of inside information or position
to gain advantage.

41
STATUTORY INFORMATION CONTINUED

FOR YEAR ENDED 31 DECEMBER 2006

7. Subsidiary Companies Directors


Smartshares Limited Agri-Fax Limited

Mr Mark Weldon Mr Mark Weldon

Mr Geoff rey Brown Ms Rachael Cross

Mr Don Trow
FundSource Limited
Mr Don Trow was paid Director fees of $12,500 in relation
to this Directorship. Mr Stephen Armstrong
Mr Columba Cryan
Tane Nominees Limited

Ms Elaine Campbell NZ FOX Limited

Mr Mark Weldon
NZX Executive Share Plan Nominees Limited
Ms Elaine Campbell
Mr Simon Allen
Mr Neil Paviour-Smith

Mandela Investments Limited

Mr Mark Weldon
Mr Stephen Armstrong

The remuneration of employees acting as Directors of subsidiaries is disclosed in the relevant banding of remuneration set out
under Employee Remuneration.

42 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT


FOR YEAR ENDED 31 DECEMBER 2006

8. Employee Remuneration
During the year a number of employees or former employees (excluding Directors) received remuneration and other benefits,
including non cash benefits and NZX shares in accordance with the NZX Executive Share Plan, in their capacity as employees
of the Company. The value of which exceeded $100,000 per annum were as follows:

Remuneration Ranges Number of Employee(s)


100,000 – 109,999 1
110,000 – 119,999 3
130,000 – 139,999 2
140,000 – 149,999 2
160,000 – 169,999 3
170,000 – 179,999 1
210,000 – 219,999 1
230,000 – 239,999 1
310,000 – 319,999 1
320,000 – 329,999 1
540,000 – 549,999 1

9. Director Transaction in Securities of the Parent Company

Director Date No. of securities Securities held Non- Securities held


acquired/ Beneficial as at 31 Beneficial as at 31
(disposed) December 2006 December 2006
S C Allen 88,958
A W Harmos 36,458
N Paviour-Smith 45,427
N Williams 17,500
H van der Heyden -
1
M R Weldon 1,231,848

1
1,009,852 shares and 221,996 Share Scheme shares.

43
STATUTORY INFORMATION CONTINUED

FOR YEAR ENDED 31 DECEMBER 2006

10. Auditors
The auditor of the parent company and Group is PricewaterhouseCoopers. PricewaterhouseCoopers provide audit and other
services for which they are remunerated.

Parent Group
$000 $000
Audit services 58 99
Assurance services 24 51
Other services 30 30

44 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT


SECURITY HOLDER INFORMATION

FOR YEAR ENDED 31 DECEMBER 2006

1. Top 20 Security Holders


The following table shows the names and holdings of the 20 largest holdings of securities in the Company as at 31
December 2006.

Shares Held %
Forbar Custodians Limited 1,634,696 6.95
TEA Custodians Limited 1,591,484 6.77
ASB Nominees Limited 1,009,852 4.29
Custodial Services Limited 827,680 3.52
New Zealand Superannuation Fund Nominees Limited 814,950 3.47
Accident Compensation Corporation 692,947 2.95
Peter Hanbury Masfen & Joanna Alison Masfen 671,078 2.85
Nigel Babbage & Philippa Babbage 654,812 2.78
Premier Nominees Limited – ING Wholesale Equity Selection 564,890 2.40
Ithaca (Custodians) Limited 543,374 2.31
Norwich Union Life Insurance (NZ) Limited 527,144 2.24
TEA Custodians Limited 524,982 2.23
David Mitchell Odlin 371,750 1.58
Custodial Services Limited 365,275 1.55
Leveraged Equities Finance Limited 338,279 1.44
ASB Nominees Limited 313,590 1.33
Premier Nominees Limited – Armstrong Jones NZ Share Fund 211,672 0.90
NZ Guardian Trust Investment Nominees Limited 199,636 0.85
National Nominees New Zealand Limited 194,534 0.83
RGH Holdings Limited 166,250 0.71
12,218,875 51.95

45
SECURITY HOLDER INFORMATION CONTINUED

FOR YEAR ENDED 31 DECEMBER 2006

2. Spread of Ordinary Shareholders as at 31 December 2006

Size of Holding Shareholders Shares


Number % Number %
1 to 1,000 893 37.58 611,992 2.60
1,001 to 5,000 1,070 45.03 2,499,061 10.63
5,001 to 10,000 200 8.42 1,390,783 5.92
10,001 to 20,000 94 3.96 1,425,304 6.06
20,001 to 30,000 29 1.22 744,704 3.17
30,001 to 40,000 36 1.52 1,254,432 5.34
40,001 to 50,000 9 0.38 408,290 1.74
> 50,001 45 1.89 15,178,211 64.55
2,376 100.00 23,512,777 100.00

Domicile of Holders Shareholders Shares


Number % Number %
New Zealand 2,329 98.02 23,165,437 98.52
Australia 29 1.22 208,544 0.89
Other 18 0.76 138,796 0.59
2,376 100.00 23,512,777 100.00

3. Substantial Security Holders


The following information is given pursuant to section 26 of the Securities Markets Act 1988. According to the file kept by the
Company under section 25 of the Securities Markets Act 1988 the following were substantial holders in the Company as at 31
December 2006. The total number of voting securities on issue as at 31 December 2006 was 23,512,777, comprising 23,290,781
ordinary shares and 221,996 Share Scheme Shares.

Relevant Interest %
Fisher Funds Management Limited 1,225,617 9.91
ING NZ Limited 783,527 6.18
M R Weldon 1,231,848 5.30

46 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT


FOR YEAR ENDED 31 DECEMBER 2006

4. Waivers from the Listing Rules


Of all waivers set out in the Prospectus and Investment Statement dated 3 June 2003 only those relating to the CEO Share
Scheme remain applicable as at 31 December 2006. Those applicable waivers are:
A waiver from the application of Listing Rule 7.3.1(a) to allow NZX to issue shares where, under the terms of the CEO
Scheme, it is obliged or entitled to do so, and to allow NZX to issue shares under the Offer.
A waiver from the application of Listing Rule 7.6.1 to allow NZX to purchase its own shares where, under the terms of
the CEO Scheme, it is obliged or entitled to do so.
A waiver from the application of Listing Rule 7.6.3 to allow NZX to redeem its own shares where, under the terms of the
CEO Scheme, it is obliged to do so.
A waiver from Listing Rule 7.6.5 to allow NZX or a wholly-owned subsidiary to provide financial assistance to Mr
Weldon for the purposes of implementing the CEO Scheme.
A waiver from the application of Listing Rule 7.6.6 to exempt any share acquisitions or redemptions by NZX, and the
provision of financial assistance given for the purposes of the CEO Scheme from the requirement that any such acquisition,
redemption or financial assistance to be made or given within 12 months (for acquisition).

5. Securities Issued by NZX


NZX’s ordinary shares (including those Share Scheme shares that converted to ordinary shares in July 2006) are quoted on the
NZSX Market. Those Share Scheme shares issued pursuant to the CEO Share Scheme that have not qualified for conversion to
ordinary shares are not quoted on any market and will not do so until such time as they qualify and are converted into ordinary
shares of NZX.

47
DIRECTORY

Registered Office Auditors


New Zealand Exchange Limited PricewaterhouseCoopers
NZX Centre 113-119 The Terrace
Level 2 WELLINGTON
11 Cable Street
PO Box 2959 Share Registrar
WELLINGTON
Tel: +64 4 472 7599 LINK Market Services Limited
info@nzx.com PO Box 91976
www.nzx.com AUCKLAND 1030

Investor Enquiries +64 9 375 5998


Board of Directors Fax +64 9 375 5990
Simon Allen lmsenquiries@linkmarketservices.com
Nigel Williams www.linkmarketservices.com
Andrew Harmos
Neil Paviour-Smith
Henry van der Heyden
Mark Weldon

The Directors can be contacted at NZX’s


registered office.

48 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT


NOTES

49
NOTES

50 NEW ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT

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