Notice of annual meeting and proxy

Chorus Limited
Level 10, 1 Willis Street
P O Box 632
Wellington
New Zealand

Email: company.secretary@chorus.co.nz

STOCK EXCHANGE ANNOUNCEMENT

25 September 2018

Notice of annual meeting and proxy

Chorus’ notice of meeting and proxy form to be sent to shareholders are attached.

The notice of meeting and proxy form will also be available on Chorus’ website at
https://www.chorus.co.nz/annual-meeting.

Chorus’ 2018 Annual Shareholders’ Meeting will be held at Chorus’ Wellington office, Aon
Centre, level 10, 1 Willis Street, Wellington, New Zealand on Thursday 1 November at
10.30am (New Zealand time).

The meeting will also be webcast live on Chorus’ website at: www.chorus.co.nz/webcast.

ENDS


For further information:

Nathan Beaumont
Media and PR Manager
Phone: +64 4 896 4352
Mobile: +64 (21) 243 8412
Email: Nathan.Beaumont@chorus.co.nz

Brett Jackson
Investor Relations Manager
Phone: +64 4 896 4039
Mobile: +64 (27) 488 7808
Email: Brett.Jackson@chorus.co.nz

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Notice of Annual Meeting 2018
Auditor Fees and Expenses
4. That the Board be authorised to fix the fees and
expenses of KPMG as auditor.
See Explanatory Note 2.
By order of the Board
Elaine Campbell
General Counsel & Company Secretary
25 September 2018
notice of
annual meeting
2018
Where
Aon Centre
Level 10
1 Willis Street
Wellington
New Zealand
When
Thursday
1 November 2018
Commencing at 10:30am
(New Zealand time)
www.chorus.co.nz/webcast
You are encouraged to read this Notice (including
the Explanatory Notes and Procedural Notes) and
the instructions on the Proxy/Voting Form carefully.
Notice is hereby given that the Chorus Limited (Chorus)
2018 annual meeting of shareholders (Annual Meeting)
will be held at our Wellington office.
Important dates
All times are given in New Zealand time unless otherwise specified.
30 October 2018, 10:30am
Latest time for receipt of Proxy Forms
31 October 2018, 5:00pm
Record date for voting entitlements for the Annual Meeting
1 November 2018, 10:30am
Annual Meeting
Business
Shareholders will be asked to consider and, if thought
appropriate, pass the following ordinary resolutions:
Re-election of Directors
1. That Dr Patrick Strange be re-elected as a Chorus director.
2. That Ms Anne Urlwin be re-elected as a Chorus director.
3. That Mr Murray Jordan be re-elected as a Chorus director.
Details of each director offering themselves for re-election
are set out in Explanatory Note 1.

Notice of Annual Meeting 2018
Anne Urlwin
BCom, FCA, CFInstD, MAICD, FNZIM, ACIS
Director since 1 December 2011; Independent
Anne has extensive directorship
experience across many sectors,
including construction, infrastructure,
regulatory services, energy, health,
sports administration and the forestry
and primary sectors.
Anne is a director of Tilt Renewables,
City Rail Link, Southern Response
Earthquake Services, Steel & Tube
Holdings, OnePath Life (NZ), and
Summerset Group. Anne is also
independent chair of the Ngāi Tahu
Te Rūnanga Audit and Risk Committee,
the former chair of commercial
construction group Naylor Love
Enterprises, Lakes Environmental, the
New Zealand Blood Service, internet
domain name registry operator NZRS
and a former director of Meridian Energy.
Anne is chair of our Audit and Risk
Management Committee.
Murray Jordan
MProp
Director since 1 September 2015; Independent
Murray has extensive experience in
the management of highly customer
focused organisations and in navigating
extremely complex stakeholder
environments including as Managing
Director of Foodstuffs North Island,
one of New Zealand’s largest companies.
Murray has also previously held various
general manager positions at Foodstuffs
and management roles in the property
investment and development sectors.
He is a director of Metcash Limited,
an ASX listed company, SkyCity and
Stevenson Group, and a Board Trustee
of Starship Foundation.
Murray is on our Human Resources and
Compensation Committee.
Explanatory Notes
Explanatory Note 1: Re-election of Directors
Our constitution and the NZX Main Board Listing Rules require
one-third of our directors (or, if their number is not a multiple
of three, the number nearest to one-third) to retire from office
at our Annual Meeting each year.
Accordingly, Patrick Strange, Anne Urlwin and Murray Jordan
as three of Chorus’ longest serving directors since last being
re-elected, are retiring from office at this year’s Annual Meeting
and offer themselves for re-election.
All three directors are standing with the full support of the 
Board and are considered by it to be independent directors.
Details of each director standing for re-election are set out below.
Patrick Strange
BE (Hons), PhD
Chair — Director since 6 April 2015; Independent
Patrick has spent 30 years working as
a senior executive and director in both
private and listed companies, including
more than six years as Chief Executive
of Transpower where he oversaw
Transpower’s $3.8 billion of essential
investment in the National Grid. Patrick
is currently a director of Mercury NZ,
Auckland International Airport (becoming
chair on 31 October 2018), and is on
the board of Essential Energy Australia.
Patrick is also currently a director of NZX
but has announced his intention to retire
from that board by its 2019 Annual
Shareholders Meeting.
Patrick is chair of our Nominations and
Corporate Governance Committee.

Notice of Annual Meeting 2018
Explanatory Note 2: Auditor Fees and Expenses
KPMG are currently Chorus’ auditors and will be automatically
reappointed under the Companies Act 1993. Under the
Companies Act, auditor fees and expenses must be fixed in the
manner determined at the Annual Meeting. Shareholder approval
is, therefore, sought to authorise the Board to fix the fees and
expenses of KPMG as auditor.
Voting Entitlements
The persons who will be entitled to vote on the resolutions
at the Annual Meeting are those persons who are Chorus
shareholders at 5:00pm on Wednesday 31 October 2018.
Casting Your Vote
You may cast your vote by either:
1. Personal attendance: If you wish, you can attend the
Annual Meeting and vote. Voting will be by way of poll.
You must bring the Proxy/Voting Form with you to vote.
2. Appoint a proxy to vote: You may appoint a proxy or
corporate representative (if the shareholder is a body
corporate) to attend the Annual Meeting to act generally
at the meeting and to vote on your behalf. Your proxy does
not need to be a Chorus shareholder. To do this, you should
complete the Proxy/Voting Form. It must be returned to the
share registrar by 10:30am on 30 October 2018. You may
return your Proxy/Voting Form by:
• Completing the Proxy/Voting Form and either posting
it or faxing it to the share registrar; or
• Completing the Proxy/Voting Form online at
www.investorvote.co.nz
Proxy/Voting Forms
The Proxy/Voting Form allows you to vote either for or against,
or abstain from, the resolutions notified in the Notice of Meeting.
If you appoint a Chorus director as your proxy to vote on your
behalf, then any undirected proxies granted to the director will
be voted in favour of the relevant resolutions.
If, in appointing a proxy, you have inadvertently not named
someone to be your proxy, or your named proxy does not attend
the Annual Meeting, the Chair of the meeting will be your proxy
and will vote in accordance with your express direction.
Chorus directors are not prepared to speak at the Annual
Meeting on behalf of a shareholder who appoints them as their
proxy. If you wish to be heard at the meeting you should either
attend in person or appoint a proxy other than a Chorus director.
To assist shareholders wishing to exercise their voting rights at
the Annual Meeting (whether in person or by proxy), the Proxy/
Voting Form accompanying this Notice of Meeting has been
personalised with individual shareholder details. The Proxy/
Voting Form shows your current shareholding. If, at 5:00pm on
31 October 2018, your shareholding is different from that shown
on the Proxy/Voting Form, you can update the entitlement on
arrival at the meeting.
Method of Voting
Voting on all resolutions put before the Annual Meeting will be
by poll. Results of the voting will be available after the conclusion
of the meeting, and will be notified on the NZX and ASX.
Voting Thresholds
All items of business are ordinary resolutions and required
to be passed by a simple majority of the votes of those
shareholders entitled to vote and voting on the resolutions.
Questions for the Annual Meeting
If you wish to submit written questions to be considered at the
Annual Meeting, please email or post them to Elaine Campbell,
General Counsel & Company Secretary, at the following
addresses:
Elaine Campbell
General Counsel & Company Secretary
Chorus Limited
PO Box 632
Wellington 6140
Email: company.secretary@chorus.co.nz
Share Registrar
Chorus’ share registrar in New Zealand and Australia
is Computershare.
You can manage your shareholding online via the
Computershare investor centre. To change your address,
update your payment instructions and to view your
investment portfolio including transactions, please
visit www.investorcentre.com/nz.

Tournament Parking
Plimmer Tower
Wilson Parking
Queens Wharf
Wilson Parking
37 Boulcott Street
1 Willis
Street
The addresses for the share registrar are:
New Zealand
Computershare Investor Services Limited
Private Bag 92119
Victoria Street West
Auckland 1142
New Zealand
Phone: +64 9 488 8777
Fax: +64 9 488 8787
Email: enquiry@computershare.co.nz
www.investorcentre.com/nz
Australia
Computershare Investor Services Pty Limited
GPO Box 3329
Melbourne 3001
Australia
Freephone: 1 800 501 366
Fax: +61 3 9473 2500
Email: enquiry@computershare.co.nz
www.investorcentre.com/nz
Webcast
If you cannot attend the Annual Meeting in person, it will also
be webcast live on the investor section of Chorus’ website
www.chorus.co.nz/webcast. A copy of the presentations from
the Annual Meeting will be available for viewing on this website
when the Annual Meeting commences.
Sourced: Google Maps
ARBN 152 485 848
Venue Directions
Venue
Chorus’ Wellington office
Address
Aon Centre
Level 10
1 Willis Street
Wellington
New Zealand
Access to the building can be from
Willis, Victoria or Willeston Street.
Public Transport
Our office is located on the public bus route along
Willis Street and close to the routes along Lambton
Quay. Bus routes and times can be viewed online
at www.metlink.org.nz.
Car parking
There are several car parking buildings in the
vicinity of our office, as shown.

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Go online or turn over to complete the form
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119 Auckland 1142 New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate shareholder
or proxy is to attend the meeting you will need to provide the appropriate
“Certificate of Appointment of Corporate Representative” prior to admission.
Signing Instructions for Postal Proxies
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
At least one joint shareholder should sign this form (on behalf of all joint
shareholders). If different joint shareholders purport to appoint different proxies,
the vote of the proxy appointed by the first named joint shareholder will prevail.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a certified copy of
the power of attorney and a signed certificate of non-revocation of the power of
attorney must be produced with this Proxy Form.
Companies
This Proxy Form must be signed by a duly authorised officer or attorney. Persons
who sign on behalf of a company must be acting with the company’s express or
implied authority.
Comments & Questions
If you have any comments or questions for Chorus, please write them on a
separate sheet of paper and return with this form, or email
company.secretary@chorus.co.nz.
How to Vote on Items of Business
All your shares will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. To do this,
enter the name of your proxy in the space allocated in ‘Step 1’ of this form.
You must name a proxy for your appointment to be valid.
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box your proxy may vote as they choose. If you
mark more than one box on an item your vote will be invalid on that item.
Appointing the Chair or any other director as your proxy
The Chair of the meeting, or any other Chorus director, is willing to act as proxy
for any shareholder who wishes to appoint her or him to vote on their behalf. To
appoint the Chair of the meeting or a director as your proxy enter ‘the Chair’ or
the name of the director you wish to appoint in the space allocated in ‘Step 1’ of
this form.
If, in appointing a proxy, you have inadvertently not named someone to be your
proxy, or your named proxy does not attend the meeting, the Chair of the
meeting will be your proxy and will vote in accordance with your express direction.
Direct the Chair, or other director, how to vote by marking one of the boxes
opposite each item of business. If you do not mark a box the Chair, or other
director, as your proxy, will vote in favour of the resolution even if they have an
interest in that resolution. If you mark more than one box on an item your vote
will be invalid on that item.
The Chair and the other Chorus directors are not prepared to speak at the
Annual Meeting on behalf of a shareholder who appoints them as that shareholder’s
proxy. If you wish to be heard at the meeting you should either attend in person or
appoint a proxy for that purpose, other than the Chair or other Chorus director.
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and New Zealand Postcode/Country of Residence to appoint
a proxy online.
Chorus Limited (Chorus) Annual Meeting Admission and Proxy/Voting Form
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 10:30am (New Zealand time) Tuesday 30 October 2018.
ARBN 152 485 848

Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
I/We being a shareholder/s of Chorus Limited
ATTENDANCE SLIP
Annual Meeting of shareholders to be held at Chorus’
Wellington office, Aon Centre, Level 10, 1 Willis Street,
Wellington on Thursday 1 November 2018 at 10:30am
(New Zealand time)
Signature of Shareholder(s) This section must be completed.
SIGN
Individual/Authorised officer or attorneyIndividual/Authorised officer or attorneyIndividual/Authorised officer or attorney
Shareholder 1Shareholder 2 (if applicable)Shareholder 3 (if applicable)
Contact Name Contact Daytime Telephone Date
Items of Business - Voting Instructions/Ballot Paper (if a Poll is called)
STEP 2
Please note: If you mark Abstain for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and
your votes will not be counted in computing the required majority.
Resolutions
Re-election of Directors
Item 1That Dr Patrick Strange be re-elected as a Chorus director.
Item 2 That Ms Anne Urlwin be re-elected as a Chorus director.
Item 3That Mr Murray Jordan be re-elected as a Chorus director.
Auditor Fees and Expenses
Item 4That the Board of Chorus Limited be authorised to fix the fees and expenses of KPMG as auditor.
Proxy
DiscretionFor
Against
Abstain
as my/our proxy to act generally* at the meeting on my/our behalf and to vote in accordance with the following directions at Chorus’ Annual Meeting of shareholders to
be held at Chorus’ Wellington office, Aon Centre, Level 10, 1 Willis Street, Wellington on Thursday 1 November 2018 at 10:30am (New Zealand time) and at any
adjournment of that meeting.
*The Chair and the other Chorus directors are not prepared to speak at the Annual Meeting on behalf of a shareholder who appoints them as that shareholder’s proxy.
If you wish to be heard at the meeting you should either attend in person or appoint a proxy for that purpose (other than the Chair or other director).