2019 Notice of Annual Meeting and Proxy Form

10.00am, Thursday 7 November 2019
Spark City Conference Centre, Level 2,
167 Victoria Street West, Auckland
2 019
NOTICE OF
ANNUAL MEETING

On behalf of the Board of directors I am pleased to invite you to
the 2019 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 Thursday
7 November 2019 (New Zealand time).
Shareholders are also able to attend the Annual Meeting online via
the Virtual Annual Meeting portal at virtualmeeting.co.nz/spark2019
or by telephone from New Zealand by dialling 0800 448 986 or from
Australia by dialling 1800 572 288.
*for location map please see back cover.
Items of Business
A. Chairperson’s Address
B. Chief Executive Officer’s Review
C. Resolutions
To consider, and if thought fit, pass the resolutions:
1. Auditor’s remuneration: That the directors of Spark are authorised to
fix the auditor’s remuneration.
2. Re-election of Ms Justine Smyth: That Ms Justine Smyth, who retires by
rotation and is eligible for re-election, is re-elected as a director of Spark.
3. Re-election of Mr Warwick Bray: That Mr Warwick Bray (appointed as a
director of Spark by the Board with effect from 23 September 2019) who
retires and is eligible for re-election, is re-elected as a director of Spark.
4. Re-election of Ms Jolie Hodson: That Ms Jolie Hodson (appointed as a
director of Spark by the Board with effect from 23 September 2019) who
retires and is eligible for re-election, is re-elected as a director of Spark.
5. Revocation and adoption of constitution: That the existing Company
constitution is revoked and the new constitution, in the form presented
at the Annual Meeting, is adopted as the constitution of Spark with effect
from the close of the meeting.
Resolutions 1, 2, 3 and 4 above are to be considered as ordinary
resolutions and, to be passed, require the approval of more
than 50% of the votes of those shareholders entitled to vote and
voting on the resolution. Resolution 5 is to be considered as a
special resolution and, to be passed, requires the approval of
75% or more of the votes of those shareholders entitled to vote
and voting on the resolution.
For more information on the resolutions, please see the
Explanatory Notes.
D. Shareholder Questions
By Order of the Board of Spark New Zealand Limited

Justine Smyth
Chair, Spark New Zealand Limited
4 October 2019
Letter from the Chair
4 October 2019

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, and was the
lead audit partner for the financial year ending 30 June 2019.
In August 2019 the Audit and Risk Management Committee
assessed and confirmed the independence of KPMG after
consideration of the External Audit Independence Policy criteria.
Explanatory Notes

Ms Justine Smyth
Resolution 2: Rotation and re-election of Ms Justine Smyth
Non-executive director and Chair of the Board Ms Justine Smyth
retires by rotation pursuant to NZX Main Board Listing Rule 2.7.1
and offers herself for re-election. Ms Justine Smyth is considered by
the Board to be independent.
Term of Office:
Appointed 1 December 2011 and last re-elected at the 2016
Annual Meeting.
Board Committees:
Chair of the Nominations and Corporate Governance Committee and
member of the Human Resources and Compensation Committee.
Biography:
Justine joined the Board of Spark New Zealand in December 2011
and became Chair in 2017. Her extensive experience in governance,
mergers and acquisitions, taxation and financial performance of large
corporate enterprises, as well as her active investing in and running of
small and medium enterprises (SMEs), underpins her contribution as
a director. Her background is in finance and business management,
having been a Partner with Deloitte and Group Finance Director at
Lion Nathan.
She is currently a director of Auckland International Airport Limited,
Pushpay Holdings Limited and Chair of The Breast Cancer
Foundation New Zealand. Former governance roles include being a
board member of the Financial Markets Authority and Deputy Chair
of New Zealand Post Limited. Justine has a Bachelor of Commerce
from the University of Auckland and is a Fellow of Chartered
Accountants Australia and New Zealand and a Chartered Fellow of
the Institute of Directors.

Resolution 3: Re-election of Mr Warwick Bray
Under NZX Main Board Listing Rule 2.7.1 a Director appointed by
the Board must not hold office (without re-election) past the next
annual meeting following the Director’s appointment. Mr Warwick
Bray has been appointed as non-executive director with effect from
23 September 2019. Mr Warwick Bray accordingly retires and offers
himself for re-election at the 2019 Annual Meeting. Mr Warwick Bray
is considered by the Board to be independent.
Term of Office:
Appointed with effect from 23 September 2019.
Board Committees:
Member of the Audit and Risk Management Committee and the
Nominations and Corporate Governance Committee.
Biography:
Warwick joined the Board in September 2019, bringing over four
decades of experience in the international telecommunications,
technology and media sectors. He was Chief Financial Officer at
Telstra Australia until 2018, with previous roles at Telstra over a
nine-year period including Group Managing Director Product,
Executive Director Mobile and Head of Corporate Strategy. Earlier in
his career, Warwick was a managing director at JP Morgan (London)
and Dresdner Kleinwort Wasserstein (London) in telecommunications
equity research. He also worked at McKinsey in Europe, advising
telecommunications companies on strategy, regulation and
operational improvement, and as a network systems engineer
at Hewlett Packard. Warwick has served on the GSMA strategy
committee, the boards of Hong Kong mobile business CSL and
Australian pay TV operator Foxtel and as Chairman of the Australian
Mobile Telecommunications Association. He holds a Bachelor of
Science (Hons) and a Masters in Business Administration from the
University of Melbourne.
Mr Warwick Bray

Resolution 4: Re-election of Ms Jolie Hodson
Under NZX Main Board Listing Rule 2.7.1 a Director appointed by the
Board must not hold office (without re-election) past the next annual
meeting following the Director’s appointment. Ms Jolie Hodson has
been appointed as executive director with effect from 23 September
2019. Ms Jolie Hodson accordingly retires and offers herself for
re-election at the 2019 Annual Meeting. Ms Jolie Hodson is
considered by the Board not to be independent.
Term of Office:
Appointed with effect from 23 September 2019.
Biography:
Jolie became Chief Executive Officer on 1 July 2019 and joined
the Board in September 2019. As CEO Jolie is responsible for
ensuring the company has a sound strategy and applies her
leadership to delivering on that strategy, while building a
leadership team around her and a business that is able to adapt
to the fast-changing world of digital services.
Prior to being appointed CEO Jolie was Spark’s Customer
Director. She joined Spark in 2013 as CFO before becoming CEO
Spark Digital in October 2016 – and in both roles played a pivotal
part in transforming Spark from a legacy telco to a growing digital
service company.
Prior to this, she worked for 12 years with the Lion Group and
Deloitte in a range of senior finance roles. She has a Bachelor of
Commerce from the University of Auckland.
Ms Jolie Hodson

Resolution 5: Changes to constitution
The former NZX Main Board & Debt Market Listing Rules (dated
1 October 2017) have been replaced by updated Listing Rules
(dated 1 January 2019) ("New Listing Rules"). Spark transitioned to
the New Listing Rules on 1 January 2019. As a result, Spark
is required to update its existing constitution ("Constitution").
An amended constitution has been prepared. A copy, marked to
show the changes to the Constitution can be viewed under the
Annual Meeting section of our website at investors.sparknz.co.nz.
The principal amendments to the Constitution that have been
proposed for the purposes of alignment with the New Listing
Rules are summarised as follows:
• Director rotation: the provision relating to the retirement
and re-election of directors has been amended to reflect that
the New Listing Rules apply, being that all directors must not
hold office without re-election past the third annual meeting
following the director's appointment or three years, whichever
is longer.
• Managing directors: provisions relating to the rotation of
managing directors have been amended to reflect that director
rotation requirements under the New Listing Rules are the same
for all directors.
• Restriction on appointment of directors: the Constitution has
been amended to reflect that each resolution to appoint, elect
or re-elect a director must be for one director only as required
under the New Listing Rules.
• Board composition: the minimum independent director
requirements have been amended to reflect the New Listing Rules,
being that the Board must have at least two independent directors.
• New Zealand resident directors: the constitution has been
amended to reflect the New Listing Rules, being that at least
two directors must be ordinarily resident in New Zealand.
Accordingly, the requirement that half of the Board be New
Zealand citizens has been removed.

The following amendments are also proposed:
• updating references and provisions for consistency with
legislative changes;
• updating wording for clarification and for consistency with the
New Listing Rules;
• removing all references to facsimile communication;
• amendment to allow for Spark's legal requirements to be met
by electronic means in accordance with the Contract and
Commercial Law Act;
• allowing for electronic means of voting at shareholder
meetings, to allow shareholders to vote by signifying their
assent or dissent by electronic means, including voting on a
personal computer, to reflect the alignment of the New Listing
Rules with legislation permitting annual meetings to be held by
electronic means;
• amending provisions relating to notices to shareholders to
simplify the provisions, and reflect the requirements of the
Companies Act;
• adding provisions that preclude interested directors from
voting on board resolutions in respect of matters in which they
are interested, unless the matter is one that the Companies Act
expressly requires a certificate to be signed by the director;
• amendments to recognise that a notice of meeting may provide
for different matters for different kinds of proxies; and
• consequential alterations, including in respect of numbering.
As the amendments to the Constitution do not impose or remove
a restriction on the activities of the Company or affect the rights
attaching to shares, the shareholder minority buy-out rights
under the Companies Act 1993 do not apply.
Russell McVeagh has provided an opinion to NZX that it considers
that all proposed amendments comply with the New Listing Rules.

Procedural Notes
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 they 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 functionality 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/spark2019
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 Form if you will be attending virtually via the online portal.
Shareholders who participate by phone will be able to hear the
meeting, ask questions 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 Tuesday 5 November 2019 (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
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 body corporate
that is a shareholder may appoint a person to attend the meeting as
its representative in the same manner that it would appoint a proxy.
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 Tuesday 5 November 2019
(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
25 October 2019 (New Zealand Time).
Webcast
The Annual Meeting will be webcast live on the internet. To view the
webcast, go to virtualmeeting.co.nz/spark2019.

Spark’s Annual Meeting will be held at:
Spark City Conference Centre
Level 2, 167 Victoria Street West, Auckland, New Zealand
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 103 080.
Or visit AT online at at.govt.nz/bus-train-ferry
Venue & Parking

---

The Annual Meeting of Spark New Zealand Limited (“Spark”) will be held in the Spark City Conference Centre, Level 2, 167 Victoria Street West,
Auckland at 10.00 am on Thursday 7 November 2019 (New Zealand time).
Shareholders can attend the Annual Meeting online via the Virtual Annual Meeting portal at virtualmeeting.co.nz/spark2019 or by
telephone from New Zealand by dialling 0800 448 986 or from Australia by dialling 1800 572 288. If you are attending online, you will
require your Holder Number for verification purposes. If you are attending by telephone, you will require your unique PIN that can be found
at the top of the Proxy Form. Please dial-in five minutes prior to the start time.
Shareholders who appoint a proxy to vote on their behalf can still attend the Annual Meeting via the Virtual Annual Meeting portal, although
those shareholders will be unable to vote if a proxy is so appointed.
For your proxy to be effective it must be received by Link Market Services Limited by 10.00 am on Tuesday 5 November 2019
(New Zealand time).
Go online to vote.linkmarketservices.com/SPK to appoint and give directions to your proxy or turn over to
complete the form.
Appointment of proxy
If you do not plan to attend the Annual Meeting in person,
participate by telephone or online via the Virtual Annual Meeting
portal, you are encouraged to appoint a proxy to attend and vote on
your behalf. The Chair of the meeting or any other director of Spark
is willing to act as proxy for any shareholder who appoints him or
her for that purpose. If, in appointing your proxy, you do not name
a person as your proxy (either online or on this 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.
Voting of your holding
Direct your proxy vote by making the appropriate election, either
online or on this Proxy Form, in respect of each item of business
(resolutions 1 to 5). If you do not make an election in respect of a
resolution, your proxy may vote as they choose provided they are
not prohibited from voting on that resolution. If you make more than
one election in respect of a resolution, your vote will be invalid on
that resolution. 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 the notice.
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.
Signing instructions for Proxy Forms
Individual
Where the holding is in one name, the security holder must sign.
Joint holding
Where the holding is in more than one name, all of the security
holders should sign.
Power of Attorney
If this Proxy Form has been signed by an attorney, a copy of the
power of attorney under which it was signed (if not previously
provided to Link Market Services), and a signed certificate of
non-revocation of the power of attorney must accompany this
Proxy Form.
Company
If this Proxy is completed for a company it 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.
Attending the meeting
If you wish to vote in person, you should attend the Annual Meeting.
Please bring this Proxy Form with you to the Annual Meeting to assist
with your registration.
A corporation may appoint a person to attend the Annual Meeting
as its representative in the same manner as that in which it could
appoint a proxy.
General Enquiries
0800 737 100 (within NZ) | 1300 554 474 (within AU)
+64 9 375 5998 (international) | sparknz@linkmarketservices.com
Scan this QR code
with your smartphone
and vote online
Unique PIN
(for telephone attendance
0800 448 986)
SPA5285
Spark New Zealand Limited, ARBN 050 611 277
Proxy Form for the 2019 Annual Meeting
Proxy Form 2019
Online
vote.linkmarketservices.com/SPK
Scan & Email
meetings@linkmarketservices.co.nz
Fax
+64 9 375 5990
Mail
Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand

Step 3: Shareholder Questions
Shareholders present at the Annual Meeting (either in person or by telephone or online via the Virtual Annual Meeting portal) will have
the opportunity to ask questions during the Annual Meeting. If you cannot attend the Annual Meeting and choose not to participate by
telephone or online via the Virtual Annual Meeting portal but would like to ask a question, you can submit a question online by going to
vote.linkmarketservices.com/SPK and completing the online validation process or by completing the question section below and returning
it to Link Market Services. Shareholder questions will need to be submitted by 5.00 pm on Friday 25 October 2019 (New Zealand time).
The Board will address and answer questions at the Annual Meeting.
Question:
Step 1: Appoint a proxy to vote on your behalf
I/We being a shareholder/s of Spark

hereby appoint ______________________________ of _________________________ email address: ______________________________________

or failing him/her ____________________________ of _________________________ email address: ______________________________________
as my/our proxy to act generally at the Annual Meeting on my/our behalf and to vote in accordance with the following directions (or if no
directions have been given, the proxy will vote as he/she sees fit, subject to any applicable restrictions in the NZX Main Board Listing Rules)
at the Annual Meeting of Spark to be held in Spark City Conference Centre, Level 2, 167 Victoria Street West, Auckland at 10.00 am on
Thursday 7 November 2019 (New Zealand time) and, simultaneously, to be held virtually via the Virtual Annual Meeting portal, and at any
adjournment of that meeting. If you wish, you may appoint as your proxy ‘The Chair of the Meeting’ or any other director of Spark.
Spark New Zealand Limited, ARBN 050 611 277
Proxy/Corporate
Representative Form
ResolutionsForAgainst
Proxy
DiscretionAbstain
Item 1
That the directors of Spark are authorised to fix the auditor’s remuneration.
Item 2
That Ms Justine Smyth, who retires by rotation and is eligible for re-election,
is re-elected as a director of Spark.
Item 3
That Mr Warwick Bray (appointed as a director of Spark by the Board with effect
from 23 September 2019) who retires and is eligible for re-election, is re-elected
as a director of Spark.
Item 4
That Ms Jolie Hodson (appointed as a director of Spark by the Board with effect
from 23 September 2019) who retires and is eligible for re-election, is re-elected
as a director of Spark.
Item 5
That the existing Company constitution is revoked and the new constitution, in the
form presented at the Annual Meeting, is adopted as the constitution of Spark with
effect from the close of the meeting
Step 2: Resolutions – Proxy voting instructions
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on that resolution and your
votes will not be counted in computing the required majority.
Sign: Signature of security holder(s) This section must be completed.
Security holder 1 Security holder 2 Security holder 3

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name
Contact Daytime Telephone Date
Electronic Investor Communications:
If you received the Notice of Meeting & Proxy Form by mail and wish to receive your future investor communications by email please provide
your email address below.