Notice of 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

24 September 2019

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’ 2019 Annual Shareholders’ Meeting will be held at Chorus’ Wellington office, Aon
Centre, level 10, 1 Willis Street, Wellington, New Zealand on Thursday 31 October 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:

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

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

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Notice of Annual Meeting 2019
Shareholders will be asked to consider and, if thought
appropriate, to pass the following special resolution:
Changes to Chorus’ Constitution
5. That Chorus’ constitution be altered in the form and manner
described in Explanatory Note 4, with effect from the close
of the annual meeting of shareholders.
By order of the Board
Elaine Campbell
General Counsel & Company Secretary
24 September 2019
notice of
annual meeting
2019
Where
Aon Centre
Level 10
1 Willis Street
Wellington
New Zealand
When
Thursday
31 October 2019
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.
Chorus Limited’s 2019 annual meeting of shareholders
will be held at our Wellington office.
Important dates
All times are given in New Zealand time unless otherwise specified.
29 October 2019, 10:30am
Latest time for receipt of Proxy Forms
30 October 2019, 5:00pm
Record date for voting entitlements for the Annual Meeting
31 October 2019, 10:30am
Annual Meeting
Shareholders will be asked to consider and, if thought
appropriate, to pass the following ordinary resolutions:
Election and re-election of Directors
1. That Mr. Mark Cross be re-elected as a Chorus director.
2. That Ms. Sue Bailey be elected as a Chorus director.
See Explanatory Note 1.
Director remuneration
3. That the maximum aggregate remuneration able to be paid
to all directors (in their capacity as directors) be increased
by $19,542 (1.7%) from $1,149,500 to $1,169,042 per annum.
See Explanatory Note 2.
Auditor Fees and Expenses
4. That the Board be authorised to fix the fees and expenses
of KPMG as auditor.
See Explanatory Note 3.
Business

Notice of Annual Meeting 2019
Sue Bailey
Graduate Diploma in Marketing (with Distinction) from RMIT University
Independent
Sue has over 30 years experience in telecommunications, across
fixed telephony, mobile and broadband. She has worked for
Telstra, Virgin Mobile and most recently for Optus where she
was a member of the executive leadership team.
From 2014 to July 2019, Sue was executive lead for Program
Spring, a multi-year transformation program to replace over 30
billing and customer care systems for Optus, build a new digital
platform and move over 10 million customer services to the new
integrated system.
From 2010 to 2013, Sue was the CEO for Virgin Mobile Australia,
a fully owned subsidiary of Optus.
Prior to that, she was a Senior Vice President at Virgin Mobile
USA where her responsibilities included product marketing,
customer lifecycle management and analytics.
Sue’s career began in Telstra, where she held a range of
marketing and product roles.
Explanatory Note 1: Election and re-election of Directors
The NZX Listing Rules provide that a director of an issuer must
not hold office (without re-election) past the third annual meeting
following the director’s appointment or 3 years, whichever is longer.
Accordingly, Mark Cross who was last elected at the 2016 Annual
Meeting is retiring from office at this year’s Annual Meeting and
offers himself for re-election.
Mr Cross is standing with the full support of the Board. The Board
has determined that Mr Cross is an independent director.
In addition, Sue Bailey is proposed by the Board for appointment
as a Chorus director. The Board fully endorses Ms. Bailey’s
appointment and unanimously recommends that shareholders
vote in favour of her election.
The Board has determined that Ms Bailey would be an
independent director.
A biographical background of each director standing for re-election
and election is set out in the left hand column.
Explanatory Note 2: Director remuneration
The director fee pool was last increased in 2016, when shareholders
approved a 4.5% increase to $1,149,500.
Director fees have been increased only twice since 2013 – once
by approximately 4.9% in 2016 and again by approximately 2% in
2018. Current fees are set out below.
Director fees will remain unchanged for this financial year.
The small (1.7%) proposed increase in the fee pool is to:
• Provide sufficient funds should significant additional Board
committee work be required. Chorus is entering a period of high
change as it transitions to a new regulatory regime and it may be
necessary to create ad hoc committees to address the increased
complexity of the environment Chorus continues to operate in
and the additional workload involved in transition.
• Support fee pool headroom to allow orderly rotation of
directors: we anticipate steady rotation in the upcoming period
as the remaining founding directors retire. Whilst there is no
plan to increase the number of independent directors from
the present level (7), we do anticipate a period of overlaps
as new high-calibre directors are appointed.
Mark Cross
BBS (Accounting & Finance), CA
Director since 1 November 2016; Independent
Mark has extensive corporate finance experience, both as a
professional director and consultant, and during his earlier
investment banking career.
Mark has held senior positions with Deutsche Bank in London
and Australia, and prior to that at Lloyds Corporate Finance/
Southpac Corporation in Australia and New Zealand.
Mark is currently chair of Milford Asset Management,
MFL Mutual Fund and Superannuation Investments,
and a director of Z Energy.
He is also a former director of Genesis Energy and
Argosy Property.
Mark is a member of Chartered Accountants Australia and a
chartered member of the New Zealand Institute of Directors.
Mark is a member of our Audit and Risk Management
Committee.
RoleCurrent fees
Chair$223,650
Deputy Chair$167,750
Director $114,000
ARMC Chair$32,600
ARMC Member$16,300
PPCC Chair$22,900
PPCC Member$11,750
NCGC Chair$16,720
NCGC Member$8,880
Explanatory Notes

Notice of Annual Meeting 2019
In accordance with the NZX Listing Rules, Chorus directors and
their associated persons (as defined in the NZX Listing Rules) are
not permitted to vote on the director remuneration resolution,
except where appointed as a proxy for an unassociated
shareholder and the proxy is directed how to vote.
Accordingly, Chorus will disregard any votes cast on resolution 3
by any Chorus director and any of their associated persons, except
where the vote is cast by a director (or one of their associated
persons) as proxy for a shareholder who is entitled to vote and that
director (or associated person) votes in accordance with express
instructions to vote for or against a particular resolution on the
Proxy/Voting Form.
Explanatory Note 3: 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.
Explanatory Note 4: Changes to Chorus constitution
On 1 January 2019, NZX introduced updated Listing Rules. Chorus
transitioned to the updated Listing Rules on 12 February 2019.
It is proposed to alter Chorus’ constitution to more closely align
with the updated NZX Listing Rules and to modernise some
procedural matters.
The key changes include:
1. Altering the clauses relating to director rotation to
incorporate the requirements of the updated Listing Rules.
2. Removing provisions relating to committee proceedings as
these provisions are addressed through board and committee
relevant charters.
3. Altering a provision which restricts the appointment of
a managing director to a term not exceeding five years,
to reflect the deletion of that Listing Rule restriction.
4. Aligning provisions on giving notice and sending documents
to reflect updated provisions of the Companies Act 1993 and
updated Listing Rules.
5. Requiring voting at meetings of shareholders to be
conducted by poll to reflect the updated Listing Rules.
In accordance with the Listing Rules, if there is any provision
in the constitution as altered that is inconsistent with the Listing
Rules, the Listing Rules (as amended by any waiver or ruling
relevant to Chorus) will prevail.
A copy of the proposed altered constitution is available free
of charge by contacting: company.secretary@chorus.co.nz.
You may inspect the proposed altered constitution at:
https://company.chorus.co.nz/annual-meeting.
The proposed altered constitution contains additional explanatory
notes identifying which category above each proposed change
falls into.
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 30 October 2019.
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
29 October 2019. 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 30 October 2019, 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.
Procedural Notes

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.
Voting Thresholds
Items of business 1 to 4 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.
Item 5 requires a special resolution and is required to be
passed by a majority of 75% of votes of those shareholders
entitled to vote and voting on the resolution.
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.

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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
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, except a
director (or associated person of a director) will abstain from voting any
undirected proxy on the resolution concerning directors’ remuneration. 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.
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.
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 29 October 2019.
ARBN 152 485 848
Go online or turn over to complete the form

Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
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 31 October 2019 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 and your votes will not be counted in computing the
required majority. If you do not mark a box your proxy may vote as they choose, except a director (or associated person of a director) will abstain from voting
any undirected proxy on the resolution concerning director’s remuneration.
Resolutions
Item 1
That Mr. Mark Cross be re-elected as a Chorus director.
Item 2 That Ms. Sue Bailey be elected as a Chorus director.
Item 3
That the maximum aggregate remuneration able to be paid to all directors (in their capacity as directors) be
increased by $19,542 (1.7%) from $1,149,500 to $1,169,042 per annum.
Auditor Fees and Expenses
Item 4
That the Board of Chorus Limited be authorised to fix the fees and expenses of KPMG as auditor.
Changes to Chorus’ Constitution
Item 5
That Chorus’ Constitution be altered in the form and manner described in Explanatory Note 4, with effect from
the close of the annual meeting of shareholders.
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 31 October 2019 at 10:30am (New Zealand time) and at any adjournment of
that meeting.