Notice of Annual Meeting

10.00 am, Friday 2 November 2018
Spark City Conference Centre, Level 2,
167 Victoria Street West, Auckland
2018
NOTICE OF
ANNUAL MEETING

GENERATION
IS HERE
VOICE
AND THEY HAVE A FEW QUESTIONS

On behalf of the Board of directors I am pleased to invite you to the 2018
Annual Meeting of Spark New Zealand Limited (“Spark”), which will be
held at Spark City Conference Centre, Level 2, 167 Victoria Street West,
Auckland at 10.00am on Friday 2 November 2018 (New Zealand time).
Shareholders are also able to attend the Annual Meeting online via the
Virtual Annual Meeting portal at virtualmeeting.co.nz/spark2018 or by
telephone from New Zealand by dialling 0800 448 986 or Australia by
dialling 1800 572 288.
*for location map please see inside back cover.
Items of Business
A. Chairperson’s Address
B. Managing Director’s Review
C. Resolutions
To consider, and if thought fit, to pass the following ordinary resolutions
1. Auditor’s remuneration: That the directors of Spark are
authorised to fix the auditor’s remuneration.
2. Re-election of Ms Alison Barrass: That Ms Alison Barrass is
re-elected as a director of Spark.
3. Re-election of Mr Ido Leffler: That Mr Ido Leffler is
re-elected as a director of Spark.
4. Election of Ms Pip Greenwood: That Ms Pip Greenwood is
elected as a director of Spark.
These resolutions are to be considered as ordinary resolutions and,
to be passed, require the approval of a simple majority of votes cast
on the resolution (being more than 50%).
D. Shareholder Questions
By Order of the Board of Spark New Zealand Limited

Justine Smyth
Chair, Spark New Zealand Limited
5 October 2018
Letter from
the Chair

Resolution 1: Fixing the remuneration of the auditor, KPMG
Pursuant to section 207(T) of the Companies Act 1993, KPMG is
automatically reappointed at the Annual Meeting as auditor of
Spark. The proposed resolution is to authorise the directors under
section 207(S) of the Companies Act 1993 to fix the remuneration
of the auditor, KPMG.
KPMG was first appointed as auditor in 2002. In accordance
with Spark’s External Auditor Independence Policy, the lead
audit partner is changed every 5 years. Spark’s policy regarding
rotation of audit partners reduces the risk that independence is
compromised while at the same time, helps to preserve valuable
knowledge and understanding of Spark’s complex business by
providing Spark with the flexibility to retain its external auditor.
Mr David Gates replaced Mr Malcolm Downes as the lead audit
partner for the financial year ending 30 June 2018.
In August 2018 the Audit and Risk Management Committee assessed
and confirmed the independence of KPMG after consideration of
Spark's External Audit Independence Policy criteria.
Resolutions 2 and 3: Rotation and re-election of directors
Non-executive directors Ms Alison Barrass and Mr Ido Leffler retire
by rotation pursuant to NZX Main Board Listing Rule 3.3.11 and
offer themselves for re-election. Ms Alison Barrass and Mr Ido
Leffler are considered by the Board to be independent.
Explanatory
Notes

Term of Office:
Appointed Director 1 September 2016 and elected at the 2016
Annual Meeting.
Board Committees:
Chair of the Human Resources and Compensation Committee and
member of the Nominations and Corporate Governance Committee.
Biography:
Alison joined the Board in September 2016. She brings a broad
range of skills, including knowledge and expertise in the fast-
moving consumer goods (FMCG) sector and in governance,
leadership and marketing-led innovation. Her background includes
30 years’ experience at major international FMCG companies,
including PepsiCo, Kimberley-Clark, Goodman Fielder and Griffins
Foods. She currently Chairs the Board of Methven and is a director
with Gough Group, Heilala Vanilla, Lewis Road Creamery and
Rockit Global. Alison was previously Chair of the Breast Cancer
Research Trust and a director of The Parenting Place and Callaghan
Innovation. Alison has a Bachelor of Science from the University
of Southampton and a Business Diploma in Marketing from the
University of Auckland. Alison has been a strong contributor to
the Board and her breadth of skills and experience continue to
complement the diverse skills of Spark’s Board of Director’s.
Ms Alison Barrass

Term of Office:
Appointed Director 9 June 2014 and last re-elected at the 2016
Annual Meeting.
Board Committees:
Member of the Human Resources and Compensation Committee
and Nominations and Corporate Governance Committee.
Biography:
Ido joined the Board in June 2014. He brings experience in
developing digital brands and extensive networks in the start-up
communities of Silicon Valley and Australasia. Ido is the co-founder
and Chief Executive Officer at Yoobi, a school supplies company
that engages kids through bright colours, cool designs and, most
importantly, cause. He is also Co-founder of Yes To Inc. – a leading
global natural beauty brand; Co-founder and Chair of Brandless – a
disruptive consumer packaged goods company; and the Chair
of Beach House Group – a global consumer products solutions
house. Ido sits on several corporate and advisory boards, including
being an Emeritus Member of the United Nations Foundation
Global Entrepreneur Council. Ido’s extensive experience in digital
innovation, retailing and marketing make him an asset to the Board.
Mr Ido Leffler

Term of Office:
Appointed Director 1 April 2018.
Board Committees:
Member of the Audit and Risk Management Committee and
Nominations and Corporate Governance Committee.
Biography:
Pip joined the Board in April 2018, as an independent director,
bringing significant experience in capital markets, mergers and
acquisitions, telecommunications and corporate governance. Pip
is a senior partner at Russell McVeagh and has served for over
ten years on the firm’s board including time as its Chair. Over the
years Pip has advised on many high-profile New Zealand corporate
transactions that have changed the face of industries. She was a
member of the New Zealand Takeovers Panel from 2007 to 2011
and is a current director of Fisher & Paykel Healthcare, and a trustee
of the Auckland Writers Festival. Pip has an LLB from the University
of Canterbury.
In August 2018 Pip was appointed as interim CEO of law firm
Russell McVeagh and continues to lead the firm’s organisational
change programme. Following Pip’s appointment as interim CEO,
the Board determined that she had a ‘material relationship’ as
defined in its Board Charter and was no longer independent due to
the increased risk that, while serving as interim CEO, she could be
perceived to be materially influenced when making decisions as a
director of Spark.
Resolution 4: Election of directors
Non-executive director Ms Pip Greenwood, who was appointed by the
Board as an addition to the existing Directors after the 2017 Annual
Meeting, retires and offers herself for election pursuant to NZX Main
Board Listing Rule 3.3.6. The Board does not consider Ms Greenwood
to be independent.
Ms Pip Greenwood

In addition to the Board’s usual conflict of interest procedures, the
risk of any actual conflict or material influence arising is specifically
mitigated by protocols that have been put in place between Spark,
Russell McVeagh and Pip in respect of legal services provided to
Spark including:
• Pip ceased to provide professional services to Spark, in her
capacity as a Partner of Russell McVeagh, upon confirmation of
her appointment as a director in December 2017;
• Pip does not supervise or oversee the relationship between
Spark and Russell McVeagh in any capacity; and
• the relationship between Spark and Russell McVeagh is
managed, from the Spark perspective, at management level
rather than at Board level.
Russell McVeagh has announced that a new permanent CEO will join
the firm on 23 October 2018, at which point Pip will cease to be the
interim CEO. Following this, the Board will review its determination in
respect of Pip’s independence in due course. In the interim, Pip has
assured Spark’s Board and undertaken with Russell McVeagh, that
she will manage her commitments to ensure that she has capacity to
commit fully to her role as a director of Spark.

Attending in Person
If you wish to vote in person you should attend the Annual Meeting where
you will be issued with a voting card. Please bring your proxy form with
you to the meeting to assist with your registration.
Voting by Mobile Phone (optional)
Shareholders attending the Annual Meeting in person will be able to
vote using their compatible smartphone during the Annual Meeting.
Shareholders who choose to do so will need to download the free
LinkVote App from the Apple App Store or Google Play in advance. On
arrival at the meeting please obtain your PIN from the registration desk.
Online Participation
Shareholders may also attend the Annual Meeting virtually via an online
portal, where you can watch the Annual Meeting, vote and ask questions
during the Annual Meeting. Shareholders attending virtually will require
their Holder Number for verification purposes. Shareholders attending
virtually will be able to ask questions during the Annual Meeting via the
chat function or via telephone. Information on participating via telephone
can be retrieved during the meeting through the Question Button.
Unfortunately, ADR holders are not eligible to participate virtually in the
Annual Meeting. Spark’s Virtual Annual Meeting portal can be found at
virtualmeeting.co.nz/spark2018
If you require any help using the online portal prior to or during
the Annual Meeting, please call 0800 200 220. A user guide can
be found under the Annual Meeting section of our website at
investors.sparknz.co.nz.
Telephone Participation
To participate in the Annual Meeting by telephone in New Zealand
please dial 0800 448 986 or from Australia please dial 1800 572 288.
Shareholders attending by phone will require their unique PIN for
verification purposes. Your unique PIN can be found at the top of the
Proxy Form that accompanies this notice. Please disregard the PIN on
your proxy if you will be attending virtually via the online portal.
Shareholders who participate by phone will be able to hear the meeting,
ask a question and vote at the appropriate times during the meeting.
Voting will be conducted at the conclusion of the meeting. Please follow
the voting instructions provided by the call facilitator.
Voting Entitlements
Only shareholders whose names are registered on the Spark share
register at 5.00 pm on Wednesday 31 October 2018 (New Zealand time)
are entitled to vote, and only shares registered in the names of those
shareholders at that time may be voted at the Annual Meeting.
Proxy Voting
If you cannot attend the Annual Meeting and choose not to participate
Procedural
Notes

SPA4451
by telephone or virtually via the Annual Meeting portal, you are
encouraged to appoint a proxy to attend and vote on your behalf.
Appointing a proxy
Shareholders entitled to attend and vote at the Annual Meeting may
appoint a proxy to attend and vote on their behalf. A proxy need not
be a Spark shareholder.
The Chair of the meeting or any other director is willing to act as
proxy for any shareholder who appoints him or her for that purpose.
The Chair of the meeting and the directors of Spark intend to vote
all discretionary proxies, for which they have authority to vote, in
favour of the resolutions.
If, in appointing your proxy, you do not name a person as your proxy
(either online or on your proxy form), or your named proxy does not
attend the Annual Meeting, the Chair of the meeting will be your
proxy and may vote only in accordance with your express direction.
A proxy is able to vote on motions from the floor and/or any
resolutions put before the meeting to amend the resolutions stated
in this notice.
Shareholders can appoint a proxy by completing the enclosed
proxy form and returning it to Link Market Services Limited by email,
mail or fax as set out in the proxy form.
Online proxy voting
Alternatively, shareholders can elect to lodge their proxy
appointment online by visiting vote.linkmarketservices.com/SPK.
Holders on the New Zealand register will be required to enter their
Holder Number and Authorisation Code (FIN) to complete the
online validation process to securely appoint a proxy online.
Holders on the Australian register will be required to enter their
Holder Number and postcode or country of residence to complete
the online validation process to securely appoint a proxy online.
All online or postal proxy appointments must be received by Link
Market Services Limited no later than 10.00 am on Wednesday 31
October 2018 (New Zealand time).
Shareholder Questions
Shareholders present at the Annual Meeting or attending virtually via the
online portal or by telephone will have the opportunity to ask questions
during the Annual Meeting.
If you cannot attend the Annual Meeting but would like to ask a question
you can submit a question by completing the shareholder question
section on the Proxy Form and returning it to Link Market Services
Limited, or online by going to vote.linkmarketservices.com/SPK.
After completing the online validation process choose “Questions”.
Shareholder questions will need to be submitted by 5.00 pm Friday
26 October 2018 (New Zealand Time).
Webcast
The Annual Meeting will be webcast live on the internet. To view the
webcast, go to virtualmeeting.co.nz/spark2018.

We have reverted to holding this year’s Annual Meeting at
Spark’s premises as last year’s trial of an external venue,
at a greater cost than using Spark’s facilities, did not result in
an increase in physical attendance.
Spark’s Annual Meeting will be held at:
Spark City Conference Centre
Level 2
167 Victoria Street West
Auckland
Auckland’s CBD is well served by rail and bus services. There are a
number of buses that stop outside Spark’s building on Victoria Street
West. For full route, timetable and fare information call Auckland
Transport Contact Centre on 09 366 6400 or 0800 10 30 80.
Or visit AT online at at.govt.nz/bus-train-ferry
Venue &
Parking