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Audit reportTo the shareholders of NZX LimitedWe have audited the !nancial statements on pages 27 to 75. "e !nancial statements provide information about the past !nancial performance and !nancial position of the company and group as at 31 December 2009. "is information is stated in accordance with the accounting policies set out on pages 34 to 39.Directors’ responsibilities"e Directors are responsible for the preparation of !nancial statements which give a true and fair view of the !nancial position of the company and group as at 31 December 2009 and the results of their operations and cash #ows for the year ended on that date.Auditors’ responsibilitiesIt is our responsibility to express an independent opinion on the !nancial statements presented by the Directors and report our opinion to you.Basis of opinionAn audit includes examining, on a test basis, evidence relevant to the amounts and disclosures in the !nancial statements. It also includes assessing:

and adequately disclosed.We conducted our audit in accordance with New Zealand Auditing Standards. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with su$cient evidence to obtain reasonable assurance that the !nancial 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 !nancial statements.Other than in our capacity as auditors we have no relationship with or interests in the company.Unquali!ed opinionWe have obtained all the information and explanations we have required.In our opinion:

- give a true and fair view of the !nancial position of the company and group as at 31 December 2009 and the results of their operations and cash #ows for the year ended on that date.Our audit was completed on 1 March 2010 and our unquali!ed opinion is expressed as at that date.

Wellington