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Spark New Zealand Limited H2 FY20 Results

Full Year Results25 August 2020SPKCommunication Services

Spark New Zealand Limited
ARBN 050 611 277 Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand



MARKET RELEASE

26 August 2020


Spark New Zealand delivers to guidance with strong

performance in key markets and rapid response to COVID-19


• FY20 EBITDAI

1

guidance and dividend delivered – rapid response to COVID-19 and the

associated impacts materialising in the last quarter moderated FY20 impact

• Return to top-line growth, following two years of flat revenues

• Earnings growth underpinned by Spark’s market momentum and focus on cost discipline

• Mobile service revenue growth outperformed the market

2



Spark New Zealand (Spark) today announced revenue growth of 2.5% to $3,623 million for the

year ending 30 June 2020. Following a strong performance in the first half, Spark maintained its

momentum to achieve mobile service revenue growth of 3.9%, and double-digit growth in

cloud, security and service management revenue, which increased 10.8%.


In a year that was enormously challenging for all New Zealanders, Spark moved quickly to

mitigate COVID-19 impacts as much as possible, while maintaining essential services to keep

the country connected. Impacts included the loss of international roaming revenues, retail

revenue reductions from store closures, the removal of data overage charges, and an increase

in bad debt provisioning as a result of the economic impact of COVID-19 on Spark’s customers.

Some benefits were also realised from increased demand for collaboration products to support

remote working. Overall COVID-19 had a total negative EBITDAI impact of approximately $25

million in FY20.


Operating expenses increased as the benefit of cost-out activities were reinvested to fund

growth in key markets and labour capitalisation reduced in some areas.


Spark’s strong performance in key markets, continued focus on cost discipline and the timing of

COVID-19 impacts materialising in the last quarter, resulted in EBITDAI growth of 2.1% to

$1,113 million, placing the result in the mid-range of guidance. Net profit after tax increased

4.4% to $427 million, primarily driven by growth in EBITDAI and lower tax expense

3

.


Spark announced an H2 FY20 total dividend per share of 12.5c per share, 100% imputed,

bringing the total FY20 dividend to 25c per share.


Spark Chair Justine Smyth said: “FY20 marks the completion of our 3-year plan, which has

transformed Spark from a traditional telco to an end-to-end digital services company and

delivered compound annual growth in shareholder returns of 13%

4

.



1

Earnings before interest, tax, depreciation, amortisation, and investment income

2

Market share estimates sourced from IDC

3

Lower tax expense due to depreciation allowances being reintroduced for commercial building as part of the Government COVID-19 assistance package and a

higher proportion of non-taxable gains

4

Total shareholder return compound annual growth rate for the three years from 1 July 2017 to 30 June 2020


Spark New Zealand Limited

ARBN 050 611 277 Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand



“Agile ways-of -working have improved our speed to market and customer focus, and we

have seen a significant increase in both customer and people engagement during this time. Our

sustained network investment has underpinned our ability to innovate and grow and provided

secure connectivity for our country during COVID-19.



“It is a credit to Spark’s people that we have delivered such a strong result, with growth on

nearly all key metrics, despite the impact of COVID-19 in the final quarter.


“We are now faced with a more uncertain economic climate, and we will continue to be

challenged as a country, as a business and as individuals to adapt to the challenges COVID-19

brings. Our long term focus on simplifying and digitising our customer experiences, supporting

digital transformation in the business community, and transitioning New Zealand off legacy

systems to modern technologies, is more relevant now than ever before and we are ready to

play our role in supporting New Zealand’s economic recovery.”


Spark moved quickly to mitigate the impacts of COVID-19 while maintaining its strong market

momentum coming out of the first half.


Spark CEO Jolie Hodson said: “It is fair to say this will be a year remembered more for the last

quarter than the first three, and it is a testament to the agility and commitment of our people

that we were able to adapt quickly, support our customers and deliver what we said we would

in a challenging environment.


“Our customers were quick to take up our new Endless data mobile plans, which contributed to

mobile service revenue growth that outperformed the market. We grew wireless broadband

connections by 16,000, however our aspirations are higher – and with the continued strong

performance of our network during COVID-19 we have the confidence to accelerate this further

in FY21.


“At a time when having an internet connection is more essential than ever before, we have

leaned in and accelerated the rollout of our not-for -profit broadband product Skinny Jump –

connecting more than 4,500 additional homes since COVID-19 hit.


“We are now entering a more challenging period as a country, and we expect the impact of

COVID- 19 to be more material in FY21. The recent return to Alert Level three in Auckland and

Alert Level two more broadly has reminded us that this challenge is not behind us, and we

moved quickly to lift broadband data caps for our customers once again. We know it is vital for

New Zealand that we continue to invest in smart infrastructure during this time, and we are

focussing our FY21 capital expenditure on supporting New Zealand’s economic recovery,

including through the rollout of 5G and investment in rural connectivity.


“We will continue to take a disciplined approach to cost management, ensuring we have the

flexibility to respond as economic conditions change.”


Spark confirmed FY21 EBITDAI guidance of $1,090 million to $1,130 million and a FY21

dividend of 23-25c per share, 100% imputed.


The details of Spark’s next three-year strategy will be shared at an Investor Briefing on 16

September 2020. The evolved strategy will build on the momentum and foundational

capabilities Spark has established through the successful execution of its current strategy.


Spark New Zealand Limited

ARBN 050 611 277 Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand




Authorised by:

Alastair White

GM Capital Markets


- ENDS –


Media queries: Investor queries:

Leela Gantman Alastair White

Corporate Relations Director GM Capital Markets

+64 (0) 27 541 6338 +64 (0) 21 228 3855

---

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)





Results for announcement to the market

Name of issuer Spark New Zealand Limited

Reporting Period 12 months to 30 June 2020

Previous Reporting Period 12 months to 30 June 2019

Currency NZD – New Zealand Dollar

Amount (000s) Percentage change

Revenue from continuing

operations

$3,623,000 2.5%

Total Revenue $3,623,000 2.5%

Net profit/(loss) from

continuing operations

$427,000 4.4%

Total net profit/(loss) $427,000 4.4%

Final Dividend

Amount per Quoted Equity

Security

NZD$0.12500000 (comprised only of an ordinary dividend)

Imputed amount per Quoted

Equity Security

NZD$0.04861111

Record Date 18 September 2020

Dividend Payment Date 2 October 2020


Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

As at 30 June 2020

NZD$0.29

As at 30 June 2019

NZD$0.26

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

The change in Spark’s earnings before finance income and

expense, income tax, depreciation, amortisation and net

investment income (EBITDAI) is provided in the addendum.

Authority for this announcement

Name of person


authorised

to make this announcement

Stefan Knight, Finance Director (CFO)

Contact person for this

announcement

Alastair White, GM Capital Markets

Contact phone number +64 (0) 21 228 3855

Contact email address investor-info@spark.co.nz

Date of release through MAP


26 August 2020


Audited financial statements accompany this announcement.


Addendum:


Amount (000s) Percentage

change

Earnings before finance income and expense, income tax,

depreciation, amortisation and net investment income

(EBITDAI)

NZD$1,113,000 2.1%

---

Distribution Notice






Section 1: Issuer information

Name of issuer Spark New Zealand Limited

Financial product name/description Ordinary shares

NZX ticker code SPK

ISIN (If unknown, check on NZX

website)

NZ TELE0001S4

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies Yes

Record date 18 September 2020

Ex-Date (one business day before the

Record Date)

17 September 2020

Payment date (and allotment date for

DRP)

2 October 2020 AUST & NZ;

13 October 2020 USA

Total monies associated with the

distribution

NZD $229,630,618

(1,837,044,943 shares @ $0.125 per share)

Source of distribution (for example,

retained earnings)

Retained earnings

Currency NZD – New Zealand Dollar

Section 2: Distribution amounts per financial product

Gross distribution NZD$0.17361111

Gross taxable amount NZD$0.17361111

Total cash distribution NZD$0.12500000

Excluded amount (applicable to listed

PIEs)

N/A

Supplementary distribution amount NZD$0.02205882

Section 3: Imputation credits and Resident Withholding Tax

Is the distribution imputed Fully imputed

Partial imputation

No imputation

If fully or partially imputed, please

state imputation rate as % applied

28%

Imputation tax credits per financial

product

NZD$0.04861111

Resident Withholding Tax per

financial product

NZD$0.00868056

Section 4: Distribution re-investment plan
DRP % discount (if any)

2%

Start date and end date for

determining market price for DRP

17 September 2020 23 September 2020

Date strike price to be announced (if

not available at this time)

23 September 2020

Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)

New Issue

DRP strike price per financial product


Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

21 September 2020

Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Stefan Knight, Finance Director (CFO)

Contact person for this

announcement

Alastair White, GM Capital Markets

Contact phone number +64 (0) 21 228 3855

Contact email address investor-info@spark.co.nz

Date of release through MAP


26 August 2020

---

Annual Report 2020
Now more than ever.

COVID-19 has challenged so much of what Kiwis have always held
dear. This year, suddenly separated from the daily interactions that

we treasure, we did what we’ve never done before: we discovered

new and powerful ways to stay connected digitally with those who

matter to us. We kept our distance, and yet we seemed more

together as a nation than many other parts of the world.

Spark New Zealand Annual Report 2020Connections matter

Helping Kiwis stay

connected during COVID-19.

1
During lockdown we have been reminded that as a ‘lifeline utility’

the role we play in keeping people connected is incredibly important.

For most Kiwis, almost every interaction with the outside world has been

enabled by a phone or internet connection. COVID-19 has been the

biggest test of our infrastructure as Kiwis moved to work, learn and be

entertained at home. Years of sustained investment to build capacity into

our network has meant that New Zealand has been well served at a time

when telecommunications services truly became an essential service.

1

Connections matterSpark New Zealand Annual Report 2020

As New Zealand went into
lockdown our wireless

broadband network traffic

increased by

40%

with more than 17,000 terabytes of data

used in total. Calling volumes on mobile

increased by 60% at peak, and Kiwis

benefited from over 7,200 terabytes of free

data to work, learn and connect from home.

We worked with our business

and enterprise customers to

r apID ly

expanD

and enable secure remote working

capability through IT solutions and

collaboration tools.

We helped our customers

stay

COnneCteD

by removing data limits on capped

broadband plans, waiving late payment

fees and not terminating services for those

experiencing financial hardship.

2

Spark New Zealand Annual Report 2020

Connections matter

To meet customer needs we
aDDeD extra

CapaCI t y

to 14 cell sites around the country and

deployed six ‘cell sites on wheels’ (COWs) to

further expand capacity in locations that

were experiencing high network loading.

These efforts resulted in speed increases of

between 70% and 160% for these locations.

Our teams adapted quickly to

repurpose 39 retail stores as

Emergency Distribution Centres

to provide hardware to

customers with urgent needs.

1,000

retail, call centre and Business Hub team

members were set up with ‘at-home kits’

to help our customers remotely.

Over

We’ve been doing our bit

to help bridge the digital

divide since 2016, when we

first launched

JUMp

our ‘not-for-profit’ broadband service. Since

the relaunch of the programme in March

2020 the reach of Jump has almost doubled

to connect 9,559 homes by the end of FY20.

This was achieved during COVID-19 by

working in partnership with community

organisations, and with the Ministry of

Education to connect households with

school-aged children around the country who

didn’t have an internet connection at home to

ensure as many kids could participate in

distance learning as possible.

3

Connections matterSpark New Zealand Annual Report 2020

We are evolving our approach to reporting to show a more integrated view of our performance
across financial and non-financial measures. Our 2019 Annual Report combined our financial

statements with non-financial performance measures, adopting the Global Reporting Initiative

(GRI) Standards, the most widely used global sustainability reporting standard.

This year’s report is a further evolution and is our first integrated report. Integrated reporting

considers the creation of value over the short, medium and long term, thinking holistically

about the resources and relationships the organisation uses or affects, and the dependencies

and trade-offs between them as value is created.

The report is prepared in accordance with the International <IR> Framework and the GRI Core

Option. We have not sought external assurance for the non-financial information in this report.

This report covers the activities of Spark New Zealand Limited and its subsidiaries. The report is

for the period 1 July 2019 to 30 June 2020. This report is dated 26 August 2020 and is signed

on behalf of the Board of Spark New Zealand Limited by Justine Smyth, Chair and Charles

Sitch, Chair, Audit and Risk Management Committee.

Key Dates

Investor Strategy Briefing 16 September 2020

Annual Meeting 6 November 2020

FY21 half-year results announcement 24 February 2021

FY21 year-end results announcement 18 August 2021

About this report

Justine Smyth, CNZM

Chair

Charles Sitch

Chair Audit and Risk

Management Committee

Spark New Zealand Annual Report 2020

4

Connections matter

Connections matter
How we create value

6

About Spark

8

Spark performance snapshot FY20

9

Chair and CEO review

10

Our performance

14

Our customers

16

Our network and technology

22

Our people

26

Our environment

32

Our communities

36

Our Board

40

Our Leadership Squad

44

Our governance and risk management

46

Our suppliers

49

Leadership and Board remuneration

50

Financial statements

Financial statements

53

Notes to the financial statements

58

Independent auditor’s report

98

Other information

Corporate governance disclosures

103

Managing risk framework roles and responsibilities

112

External initiatives and membership of associations

113

Material issues

114

Global Reporting Initiative (GRI) content index

115

Glossary

117

Contact details

118

Contents

5

Connections matterSpark New Zealand Annual Report 2020

How we create value
WHAT WE RELY ON

Social capital

Our customers

Consumers and organisations that are

enabled by our products and services

A culture that develops

and empowers

our people

OUR BUSINESS MODEL

Āwhinatia ngā tāngata katoa o Aotearoa

kia matomato te tipu i te ao matihiko.

TO HELP

WIN BIG

IN A DIGITAL WORLD

Our Values

Whakamana, We Empower

Matomato, We Succeed Together

Tūhono, We Connect

Māia, We are Bold

Financial capital

Financial capital

Equity, debt and cash generated

through our operations

Manufactured + intellectual capital

Our network

and technology

Our mobile sites, data networks, systems,

processes and digital services capability

Human + intellectual capital

Our people

Skilled, specialised and diverse workforce

that is the heart of our business

Natural capital

Our environment

Energy, materials and impacts of

our operations

Social + human capital

Our communities

Our communities around New Zealand and the

communities across our global supply chain

6

Spark New Zealand Annual Report 2020

How we create value

OUTPUTS FY20
OUTCOMES ON PAGES 8, 9 AND 13

Investment in resilient,

adaptable infrastructure

for New Zealand’s future

Innovation to create

value for Spark and

our customers

Providing leading products

and services that connect and

enable New Zealanders

Enhanced network

and technology

• Resilient network through COVID-19

• 40% increase in wireless broadband traffic

• 60% increase in mobile calling at peak

• 5G rollout under way

Supporting our customers’ own business models

and their value creation for New Zealand

Connected customers

• 2.519 million mobile connections

• 709,000 broadband connections

• Increase in customer interaction Net

Promoter Score

• Customers supported to adapt to COVID-19

Financial returns

• $3,623 million operating revenues and other gains

• $427 million net earnings

• 25 cents per share dividend

Engaged workforce

• Positive growth in employee

Net Promoter Score

• 50/50 gender split on Board and

Leadership Squad

• Investment in training

Environmental impact

• Net emissions 26.9 kilotonnes CO

2

-e

• 501 tonnes e-waste recovered

• 24,900 mobiles re-used/recycled


Supported communities

• Skinny Jump reaching 9,559

high-need households

• 501 employee volunteer days

7

Connections matterSpark New Zealand Annual Report 2020

Spark New Zealand Annual Report 2020
Spark is New Zealand’s largest telecommunications

and digital services company. Our customers range

from consumers and households to small

businesses, government and large enterprises.

Across all our services – mobile, broadband, cloud

services, digital services and entertainment – we

have relevance for almost every New Zealander.

98%

of New Zealanders

reached by our

4G network

709K

broadband

connections

2.519M

mobile

connections

5,224

New Zealand

employees

66

Retail Stores

26

Regional

Business Hubs

Brands and businesses

Fibre Transport Network

Data Centres

Earth Station Satellite Link

Corporate Offices

Tasman Global Access Cable

Connections to Australia

Connection to USA

Southern Cross Cable

IT infrastructure and

cloud services

Business

telecommunications

provider

Big-data analytics

business

Pre-pay mobile

and broadband

Cloud consulting

and Business

Transformation

Sports streaming

service

Digital trust and

verifiable data

About Spark

8

Spark New Zealand Annual Report 2020

About Spark

1 Earnings before finance income and expense, income tax, depreciation, amortisation
and net investment income (EBITDAI) and capital expenditure are non-Generally

Accepted Accounting Practice (non-GAAP) measures. These measures are defined

and reconciled in note 2.5 of the financial statements. Capital expenditure excludes

spectrum additions of $13 million.

2 Interaction Net Promoter Score, a measure of customer engagement.

3 Net Promoter Score, a measure of employee engagement.

Spark performance snapshot FY20

Operating revenues

and other gains

$3,623M

2.5%

EBITDAI

1

$1,113M

2.1%

Net earnings

$427M

4.4%

Mobile revenue

$1,288M

1.3%

Broadband revenue

$680M

-0.7%

Cloud security and service

management revenue

$443M

10.8%

Voice revenue

$391M

-11. 3 %

Capital expenditure

1

$374M

-10. 3%


Employee NPS

3

+66

25 points

Consumer and

small business iNPS

2

+33

10 point s

9

Connections matterSpark New Zealand Annual Report 2020

We got off to a fast start, delivering the
strongest first half results in recent years.

Revenues increased 4.0%, and we had a

standout performance in mobile – capturing

90% of total market growth in high-margin

service revenue, an increase of 5.5% on the

prior year. Revenues also benefited from

cloud, security and service management

growth, the introduction of Spark Sport and

a moderation in the rate of legacy voice

declines as fixed-line voice becomes a

smaller part of the business.

It is fair to say, however, that this year will be

remembered more for the last quarter than

the first three. When our country first faced

one of the greatest health and economic

challenges of our lifetimes, the way

New Zealanders work, learn and connect

changed dramatically overnight. For Spark,

COVID-19 highlighted more than ever before

the importance of our purpose – to help all

New Zealanders win big in a digital world. At

a time when a phone or internet connection is

a lifeline to the outside world, and a pre-

requisite to continue working and studying,

we have been reminded just how much

connections matter, and of the critical

importance of the services we provide for

our customers and our country.

Responding to COVID-19

Like many businesses we had to walk two

paths simultaneously – responding to the

situation in front of us, protecting our people

and mitigating the immediate impact on

our business, while planning for multiple

potential futures.

The health and safety of our people was

paramount, and we moved early to put in

place appropriate protocols to reduce people

movement, adhere to physical distancing

requirements and to uphold strict hygiene

standards. We identified team members who

were more vulnerable to COVID-19 and

worked with them to keep them safe.

As a lifeline utility we must maintain critical

services during emergency situations,

including all COVID-19 alert levels. To ensure

we were able to do this we put additional

protections in place to keep our critical

services team members separated from our

broader workforce, including our 111 team

and Network Operations Centre. Our

technology team monitored our network

continually and increased capacity wherever it

was needed – including 14 cell-site upgrades

and the deployment of six ‘cell sites on

wheels’ (COWs). Following years of sustained

investment our network performed

exceptionally well, despite our wireless

broadband network traffic increasing by 40%

and calling volumes on mobile increasing by

60% at peak during the lockdown.

We moved quickly to support our

customers and communities, recognising

how important our services were during

these exceptional circumstances.

To ensure customers could stay connected we

removed data limits on capped broadband

plans, waived late payment fees, suspended

disconnections, and put in place special

measures for customers experiencing financial

hardship. Our customers benefited from over

7,200 terabytes of free data to work, learn and

connect from home.

Tēnā koutou.

We started FY20 with a clear focus – delivering what we said

we would in the final year of our three-year strategy and setting

a path for the next three years, to take Spark into the future.

Connections matter

10

Spark New Zealand Annual Report 2020

Chair and CEO Review

We also set up Emergency Distribution
Centres to support customers with essential

equipment needs, repurposing 39 retail

stores across the country. Over 1,000 of our

retail, call centre and Business Hub team

members transitioned rapidly to new ways of

working by supporting our customers from

home. We worked in partnership with our

business and enterprise customers to enable

them to make the same shift, expanding and

enabling secure remote working capability

through IT solutions and collaboration tools.

The rapid shift from physical to digital also

highlighted issues of digital equity and

inclusion, one of our long-term focus areas.

Since we launched Jump, our not-for-profit

broadband service, in 2016, it had grown

through our network of community partners

to support 5,000 households across

New Zealand. Since COVID-19 hit we have

almost doubled the reach of Jump to connect

another 4,500 homes. This included working

with the Ministry of Education to support

homes with school-aged children around

the country who didn't have an internet

connection, ensuring they could continue

to participate as schools switched to

digital learning.

A strong FY20 result in

a challenging context

Our focus on delivery and execution of our

strategy, our strong half-year performance,

and the timing of COVID-19 impacts in the

last quarter of the financial year meant we

were well placed to adapt and respond to the

impact of the pandemic on our business.

Justine Smyth, Chair and

Jolie Hodson, Chief Executive

As a result, we delivered earnings above

the mid-point of our financial guidance

range and continued to pay shareholders

a dividend.

Operating revenues and other gains grew

2.5%, or $90 million, with standout

performances in mobile service revenue, and

cloud, security and service management.

Coupled with our continued focus on cost

management, this resulted in a 2.1% growth

in EBITDAI to $1,113 million.

The effects of COVID-19 did have an impact

on our financial performance, predominantly

through the loss of higher-margin roaming

revenues, retail revenue reductions due to

store closures, removing broadband data

overage charges, and our Spark Sport

platform being offered free of charge while

live sport was suspended globally. At the

same time we saw an increase in the demand

for collaboration products to support the shift

to working from home. Overall COVID-19

had a total negative EBITDAI impact of

approximately $25 million in FY20.

A continued focus on tight cost management

mitigated these impacts and enabled us to

invest in current and future growth initiatives,

which ultimately saw our total operating costs

increase by $67 million or 2.7%. In FY20 these

investments included the launch of cloud and

business transformation consultancy Leaven,

the growth of Spark Sport, the acquisition of

NOW Consulting as part of data analytics

business Qrious and the launch of emerging

technology business, Mattr.

Over the year we also tightened our focus

on our core business by completing the

divestment of Lightbox and CCL’s network

assets and the successful integration of our

cloud and ICT businesses Revera and CCL.

Our EBITDAI growth was partly offset by

higher interest costs due to increased debt

and lower investment income as Southern

Cross dividends ceased. Our taxation

expense reduced by $20 million (11.8%) due

to the Government reinstatement of tax

depreciation deductions on buildings and a

higher portion of non-taxable other gains.

As a result, net earnings were $427 million,

up 4.4%.

11

Connections matterSpark New Zealand Annual Report 2020

Closing out our
three-year strategy

This year marks the completion of our

three-year strategy. This was a bold strategy

to transform our business. We moved to Agile

ways-of-working, which has improved our

speed to market and customer focus, and our

employee Net Promoter Score, which

measures engagement, has risen year on

year. We have grown market share and

mobile services revenues while maintaining

our focus on cost discipline. And we have

diversified our business from traditional

telecommunications services to operate as

an end-to-end digital services company.

This hard work has translated into improved

customer experiences. Our customer

engagement scores for consumers and small

businesses, measured in interaction NPS, rose

10 points over the year. This is supported by

a reduction in the number of customers

needing to contact us to troubleshoot

issues, and an increase in the use of online

support channels.

We invested in our network and our

technology, re-engineering our IT stack

and investing for capacity over a sustained

period, which has built a point of competitive

advantage. We launched 5G wireless

broadband services in heartland

New Zealand, and we are poised for a

national rollout of both wireless broadband

and mobile 5G services, enabled by the

allocation of 5G spectrum announced in

May 2020.

The rollout of 5G will support wireless

broadband uptake, as the network delivers

greater capacity and speeds over time. 5G

will be a big part of how we will continue to

create a wireless future for New Zealand.

Looking to the future –

our next three-year strategy

We were due to launch our next three-year

strategy to the market in April. However

given the COVID-19 situation we needed

to pause and review. We will now share our

strategy on 16 September 2020.

Trends that have shaped our thinking for

some time now are accelerating due to the

disruption of COVID-19, including the

acceleration of consumer services from

physical to digital, the increasing pace of

business transformation and digitisation, the

exponential customer demand for data, and

the greater emphasis being placed on

connectivity as a basic social need. The recent

return to Alert-Level 3 in Auckland, and

Alert-Level 2 for the rest of the country, has

reminded us that the immediate challenge of

COVID-19 is not behind us. However, there is

also a longer-term opportunity for

New Zealand to accelerate its own digital

transformation, and rebuild for a future that is

more connected, productive and sustainable.

While we are operating in more uncertain

times and preparing for a more challenging

year ahead of us, we believe we are well

positioned for the ‘new normal’ we find

ourselves in. We have a strong balance sheet,

a leading network, a diversified business and

an agile team.

Our next three-year strategy will be an

evolution of our current direction, building on

the momentum of the prior three years and

the evolving trends shaping our markets. It

will be focused on a set of core capabilities

that will underpin our continued strong

performance in our key markets and in new

markets where we see significant opportunity

for growth, such as digital health and the

Internet of Things (IoT).

Sustainability and our role

in economic recovery

As New Zealand responds to COVID-19

sustainability will remain a core focus for our

business. Rebuilding our economy will take

concerted and coordinated effort. The country

will be looking for leadership from businesses

with the scale to make a difference.

As such we have reviewed and refined our

approach to sustainability and updated our

Macro trends are accelerating

A seismic shift of business and

society from physical to digital.

An unprecedented recessionary

event requiring a period of nation

building and a focus on affordability.

Exponential growth in data –

data is the future currency.

Increasing pace of

technology disruption and

business transformation.

Greater emphasis on connectivity

as a basic social need.

Explosion of

connected devices.

$

12

Spark New Zealand Annual Report 2020

Chair and CEO Review

framework to reflect this new context and
opportunity. A key focus is on our own

sustainability, so that we can then support

New Zealand’s recovery and economic

transformation. The principle of equity is at

the heart of our approach, and we remain

committed to working in partnership to make

a positive contribution to digital equity and to

continue our focus on diversity and inclusion.

Sustainability will be integrated into our new

strategy as a key pillar, A positive digital future

for all of New Zealand. This sits alongside the

work of the Spark Foundation and Te Korowai

Tupo – our Māori strategy. We recognise that

how we work will be critical. We will work in

partnerships based around shared values,

underpinned by the principles of

kaitiakitanga and manaakitanga.

Thank you

We are both personally very proud of how

Spark has responded to the challenges of

FY20 and, most importantly, how we have

focused on supporting our customers at a

time when connections mattered more than

ever. This would not have been possible

without the dedication and hard work of our

own team of five thousand, who modelled

our values and never lost sight of our

purpose under challenging circumstances.

We would also like to thank our investors,

customers and partners for their continued

support of Spark.

Noho ora mai

We will work alongside New Zealand to

harness the power of technology and create

a positive digital future for all.

• Invest in the capabilities of our people, equipping them

to thrive in a digital future

• Reduce our footprint and meet our emissions target of

-25% by 2025, investing in our fleet and infrastructure

• Be responsible, transparent and accountable for our

social and environmental performance

• Focus our infrastructure investment on supporting

New Zealand’s recovery and transformation

• Support Kiwi businesses to adapt to become more

productive, resilient and sustainable through technology

• Support New Zealanders to upskill and adapt to new

ways of working

•Extend the reach of Skinny Jump target to benefit more

households – 20,000 by June 2021

•Partner alongside the Spark Foundation to address

barriers to digital equity, including access, skills, trust

and motivation

• Champion diversity and inclusion in our business and

our communities

FOR ALL OF

A POSITIVE

DIGITAL FUTURE

Be bold in our business to have a

positive impact on our communities

and the environment.

Create a

Sustainable Spark

Economic Recovery

and Transformation

Help New Zealand transform to a

high-productivity, low-carbon

economy.

Champion

Digital Equity

Champion digital equity so all

New Zealanders have the opportunity

to thrive in a digital future.

Our new sustainability framework

Justine Smyth, CNZM

Chair

Jolie Hodson

Chief Executive

13

Connections matterSpark New Zealand Annual Report 2020

Our performance
Operating revenues and other gains

• Mobile service revenue growth of $32 million, or 3.9%, was driven

by strong pay-monthly connection growth, up 79,000, or 6.3%, combined

with increased adoption rates of our Endless plans

2

. Strong mobile service

revenue growth in H1 FY20 of $22 million, or 5.5%, moderated in H2 FY20

to $10 million, or 2.4%, as a result of COVID-19 impacts, such as reduced

roaming revenues.

• Cloud, security and service management revenue growth of $43 million,

or 10.8%, was due to increased penetration of core cloud services and the

ongoing shift of customers to more flexible and future-proofed

cloud-based IT models, combined with the onboarding of new contracts.

• Procurement and partners revenue growth of $43 million, or 11.8%, was

due to strong sales of software and hardware.

• Voice revenue declines due to a combination of connection loss and

substitution moderated in FY20 to $50 million, or 11.3%, as voice revenue

becomes a smaller part of the business, combined with increased

conferencing and 0800 calling during the COVID-19 lockdown period.

• Other operating revenue grew $16 million, or 14.0%, largely

due to strong contributions in our Spark Sport and Qrious

growth businesses.

$ MILLION

MOBILE

BROADBAND

VOICE

CLOUD, SECURITY

AND SERVICE

MANAGEMENT

PROCUREMENT

AND PARTNERS

MANAGED DATA,

NETWORKS

AND SERVICES

OTHER OPERATING

REVENUES AND

OTHER GAINS

FY20

FY19

400

600

800

1,000

1,200

1,400

200

0

500

1,000

1,500

2,000

$ MILLION

FY20

FY19

PRODUCT

COSTS

LABOUROTHER

Operating expenses

• Product costs increased $33 million, or 2.1%, broadly in line with revenue

trends, with higher costs associated with cloud, security and service

management, procurement and partners and Spark Sport content, being

partly offset by lower mobile handset costs and voice product costs.

• Labour costs have increased $36 million, or 7.6%, due to increased

investment in support of revenue growth in areas such as Cloud, and wage

inflation. The portion of labour costs expensed following a shift in focus to

optimising existing products instead of large capital programmes also drove

an increase. The increase was partly offset by reduced labour costs in other

parts of the business as legacy products shrink and interactions move

to digital.

• Other operating expenses were broadly flat year-on-year, with lower

marketing expenses being largely offset by an increase in bad debt

provision levels, as a result of the economic impact of COVID-19.

Other

• Net investment income was $13 million lower largely due to no Southern

Cross dividends in FY20 as expected.

• Depreciation and amortisation was $15 million lower for property, plant

and equipment and intangibles and $17 million higher for right-of-use

assets and leased customer equipment assets.

• Net finance expense increased by $10 million due to the increase in

average debt during the year.

• Tax expense decreased by $20 million primarily due to depreciation

allowances being reintroduced for commercial building structures, as part

of the assistance package offered by the Government on 25 March 2020

and a higher proportion of non-taxable gains.

1 EBITDAI is a non-Generally Accepted Accounting Practice (non-GAAP) measure

and is not comparable to the New Zealand Equivalents to International Financial

Reporting Standards (NZ IFRS) measures. This measure is defined in note 2.5 of

the financial statements.

2 Endless plans are Spark’s mobile plans with unlimited calling minutes, unlimited

SMS and an allowance of data to use at the maximum available speed, after which

they are able to continue using mobile data but at a reduced speed.

0

100

200

300

400

500

NET INVESTMENT

INCOME

DEPRECIATION

AND AMORTISATION

NET FINANCE

EXPENSE

TAX

EXPENSE

$ MILLION

FY20

FY19

EBITDAI

1

$1,113M

2.1%

$3,623M up 2.5% year-on-year

$2,510M up 2.7% year-on-year

Net earnings

$427M

4.4%

• Other gains of $35 million, up $20 million from FY19, were generated

from the divestments of CCL’s network asset business and Lightbox,

the sale of surplus mobile network equipment and a fair value gain

on exchange of spectrum.

14

Spark New Zealand Annual Report 2020

Our performance

1 Capital expenditure is a non-GAAP measure and is defined in note 2.5 of the
financial statements.

Cash flowsOperating cash flows

• Operating cash flows increased by $126 million primarily due to higher

receipts from customers, which is consistent with operating revenues

and other gains for FY20 offset slightly by no Southern Cross dividend

receipts in FY20.

• Investing cash outflows were relatively consistent with the prior year.

• Financing cash outflows increased by $141 million as less borrowing

was required to support the dividend payments.

Key capital expenditure projects for the year included:

• Continued mobile network investment, including the deployment of

5G technology, increased capacity and coverage for wireless broadband

and the introduction of Spark’s sports streaming offering;

• IT systems investment included lifecycle investment and licensing for

internal IT systems, enhancements to products and IT systems to

improve customer experience and the implementation of the Spark

Sport platform;

• Plant, fixed network and core sustain included investment in the fibre

build programme, Optical Transport Network (OTN), fixed network

broadband and Carrier Ethernet expansions to meet customer demand

for services and traffic growth across the network (including the impact

of introducing sports streaming). Various investments in Spark

properties were also carried out, including the fit-out of Spark Square in

Christchurch; and

• Continued investment in the converged communication network (CCN),

which will replace the legacy PSTN network, and will enable us to deliver

IP-based voice services in the future.

This excludes non-cash spectrum additions of $13 million.

750

770

790

810

830

850

870

890

910

930

950

970

$ MILLION

RECEIPTS

FROM CUSTOMERS

FY19

RECEIPTS

FROM INTEREST

RECEIPTS FROM

DIVIDENDS

PAYMENTS TO

SUPPLIERS AND

EMPLOYEES

PAYMENTS FOR

INCOME TAX

PAYMENTS FOR

INTEREST ON DEBT

PAYMENTS FOR

INTEREST ON LEASES

PAYMENTS FOR INTEREST

ON LEASED CUSTOMER

EQUIPMENT ASSETS

FY20

$903M up 16.2%

Dividends per share

25.0 cents

No change

Earnings per share

23.2 cents

4.0%

$374M down 10.3%10.3% ( F Y19 11. 8 %)

Capital expenditure

1

Capital expenditure to operating revenues

CLOUD

CCN

CABLE AND CAPACITY

IT SYSTEMS

MOBILE NETWORKS

PLANT, FIXED NETWORK AND CORE SUSTAIN

OTHER


$

6

5

M


$

1

1

M


$

2

4

M


$

1

8

M


$

1

1

M


$

1

1

6

M


$

1

2

9

M

20202019

YEAR ENDED 30 JUNE$M$M

Net cash flows from operating activities903777

Net cash flows from investing activities(411)(426)

Net cash flows from financing activities(493)(352)

Net cash flows(1)(1)

CLOUD

CCN

CABLE AND CAPACITY

IT SYSTEMS

MOBILE NETWORKS

PLANT, FIXED NETWORK AND CORE SUSTAIN

OTHER


$

6

5

M


$

1

1

M


$

2

4

M


$

1

8

M


$

1

1

M


$

1

1

6

M


$

1

2

9

M

15

Connections matterSpark New Zealand Annual Report 2020

Our customers
+33

pOInts

Consumer and small

business interaction Net

Promoter Score (iNPS)

We have supported our customers

through COVID-19 by setting up our

retail teams with at-home kits to work

virtually from their own homes.

As New Zealand’s largest

telecommunications and digital services

company, we have relevance for almost

every New Zealander. From mobile,

broadband, cloud services, security, digital

services and live sports streaming, we have

customers ranging from individuals and

households through to small businesses,

government and large enterprises. We know

that as we respond to COVID-19 and Kiwis

embark on the journey to recovery, the

essential services that we provide are more

important than ever to support our

customers to create value for themselves

and others. This is a responsibility that we

take seriously.

We want to help New Zealand recover from

COVID-19 and transform to a high-

productivity, low-carbon economy. Through

the products and services we provide we

connect, empower and support our

customers to adapt and become more

sustainable through technology.

Customer experience

Over the course of FY20 we continued our

strategy of shifting customers towards digital

self-service interactions to improve customer

experience by making queries simpler and

easier to resolve online. This has seen an 18%

increase in the use of chat interactions,

including the MySpark App, online chat and

our chatbot Ivy. In the last 12 months the

amount of interactions resolved through Ivy

without being redirected to our customer

care team (deflection rate) has grown by 10%

and currently sits at 53% of all incoming chat

requests – a great result from a bot that was

originally pitched to deliver 27% deflection. A

combination of initiatives has reduced our

monthly care volumes (inbound calls and

chat) from 330,000 to 237,000 interactions,

a 28% reduction.


18%

increase in the use of chat

interactions, including the

MySpark App, online chat

and our chatbot Ivy.

We have increased our use of digital tools to

keep customers informed throughout their

customer journey while addressing complex

issues. Through a focus on staffing and

cross-skilling we have seen our call abandon

rates more than halve. Calls being answered

in a timely manner and having queries owned

through to conclusion has helped deliver an

increase of 10 points in iNPS (interaction Net

Promoter Score – based on rating and

feedback from customers after interaction

with our team members) from consumer

and small business customers in the last

12 months.

We continue to invest in our in-store

experience with the opening of new stores in

Dunedin and Whangarei and our Halo store in

Newmarket. We look forward to our new

Commercial Bay store opening in FY21.

16

Spark New Zealand Annual Report 2020

Our customers

Spark delivers Rugby World Cup 2019
for New Zealand

In September, we brought Rugby World

Cup 2019 (RWC) to New Zealand

through streaming.

To prepare for the tournament we made

significant upgrades to our infrastructure, to

ensure we had the capacity in our network to

deliver a great viewing experience. We

recognised that many Kiwis were new to

streaming, so we undertook a nationwide

education campaign to get New Zealand

‘match fit’, including partnerships with local

retailers to facilitate in-home set ups. We also

extended access to the game beyond our

online platform by setting up ‘Spark Sport for

Schools’ in rural areas – a programme that

provided free RWC Tournament Passes to

schools to hold viewings for their local

communities – and by providing all RWC

matches via pubs and clubs across

the country.

Not all New Zealanders were able to stream

on-line. Our partnership with TVNZ enabled

those customers to watch broadcast delayed

covereage of every All Blacks game on TVNZ

One, as well as other key matches live. We

also worked with TVNZ on our contingency

plan in the event of any technical difficulties.

This plan was activated when we experienced

a technical issue during the first All Blacks

match resulting in the game being simulcast

on TVNZ Duke. An urgent investigation

identified the issue and our team worked to

put a fix in place immediately. We apologised

to our customers for the issue and provided a

full or partial refund for those who were

impacted. Our customer care teams also

worked one-on-one with customers who

were having issues with their in-home set-up,

and in many instances conducted in-home

visits to help resolve issues.

Introducing a new technology on a large

scale brings its challenges – but as sports

streaming is increasingly becoming the way

sport and entertainment is delivered globally,

we are pleased to have helped New Zealand

to start the journey. And it’s fair to say we

learnt a few things along the way ourselves.

We celebrated several milestones during

RWC 2019:

• The All Blacks vs Ireland Quarter Final

was the largest streamed sports event

in New Zealand.

• The Wales vs France Quarter Final on

20 October set new Spark and Chorus

data traffic records for each of their

networks (a 40% increase on pre-RWC

Sunday night traffic).

• New Zealanders had taken up just over

200,000 RWC subscriptions.

• Spark Sport streamed nearly six million

hours of RWC content.

In June, in response to the disruption caused

to our retail stores due to COVID-19, we

launched New Zealand’s first virtual shopping

experience providing a similar customer

journey to a retail store. We also launched

‘Spark Studio’ – an innovative take on virtual

appointments that redesigns our retail

experience to allow our customers to connect

with our expert team remotely. This is

currently being concept tested and we hope

to roll it out nationwide soon.

We continued to make significant strides

towards a ‘unified frontline’ – where our

customer care and retail teams can easily be

cross-skilled and move between different

channels depending on where our customer

demand lies. This is good for our customers,

and also builds the skills and capabilities of

our team members. The onset of COVID-19

accelerated our pace when it impacted our

call centre in the Philippines. In response our

retail teams were set up to help with inbound

voice and chat enquiries from their own

homes – with 589 retail team members

receiving at-home kits to help our customers

virtually. They joined our call centre and

Business Hub teams to create a team of over

1,000. Over the long term this approach will

build teams that are skilled at supporting our

customers through a number of face-to-face

and virtual channels, building diversity in our

business and the speed at which we can

support our customers.

17

Connections matterSpark New Zealand Annual Report 2020

aggregator that manages these messages,
and the relationship with the content

provider, to block the messages. We also

block access to the URL featured in the scam

text to prevent customers inadvertently

clicking on the link. We are working with the

industry to strengthen our processes and

further reduce the likelihood of our

customers receiving such messages.

The most effective way to keep our customers

safe is through education and awareness. We

take any opportunity to empower our

customers to be vigilant when it comes to

scams and keeping their personal information

safe. This includes providing comprehensive

information about scamming on our website:

www.spark.co.nz/help/scams-safety

We have also partnered with Netsafe to

produce an educational scam call brochure to

distribute to organisations such as Age

Concern and retirement villages. We include

reminders to stay vigilant in direct customer

communications and share alerts to

widespread scams on our social media

channels. During the Alert-Level 4 lockdown

we created a factsheet with tips on how to

avoid scams while working from home, which

we shared across our website and social

media channels.

Cyber security

Cyber security is an important issue and we

invest heavily in managing risks to protect our

customers’ and our own data. We have one of

New Zealand’s largest security teams made

up of qualified and experienced people

working across engineering, analyst,

operations and security assurance roles.

Spark also provides security services for small,

medium and enterprise organisations,

including carrying out vulnerability

assessments and providing managed

security. We regularly test our systems and

security capabilities and hold a number of

industry recognised certifications that provide

assurance to our customers on the strength

and capability of our security abilities.

Products to support seniors

With over a million New Zealanders predicted

to be aged 65 plus by 2032, it makes sense

for Spark to provide solutions to address the

needs of older customers. In July 2019, we

announced two new products, Spark Gold

Plans and Call Screen.

Spark Gold Plans

We introduced two pay-monthly mobile plans

designed to meet the needs of those aged

65 years and over. Spark Gold Plans are only

available to seniors, with a focus on excellent

voice calling value over data, making one of

the plans the most affordable advertised pay

monthly mobile plan in the country at just

$12.99 a month. More information on Spark’s

Gold plans can be found on our website:

www.spark.co.nz/shop/mobile-plans/

gold-plans

Call Screen

The number of phone scam victims in

New Zealand has continued to grow. Many

are still losing thousands of dollars after

falling victim to scammers. And as frequent

landline users, many of those who have fallen

victim have been seniors. In the past year we

launched New Zealand’s first home phone

with nuisance call blocking technology, Call

Screen. Users can decide who they talk to by

screening incoming calls, reducing the fear of

becoming a victim of scammers. Most of the

time scammers use robo-dialling software

that automatically calls a series of numbers.

An actual human scammer won’t be

prompted until a person answers one of the

calls. A scammer’s robo-dialling system isn’t

sophisticated enough to leave a name, a

requirement of the Call Screen technology.

That means the call won’t connect and the

home phone won’t ring in the first place.

Customer safety

Protecting customers from scams

Phone and email scams are an ongoing

problem as scammers continue to evolve

their approach in an effort to defraud Kiwis.

We saw scammers use COVID-19 to take

advantage of people while they worked

from home.

We play an active role in limiting the amount

of scam calls being received by our

customers by monitoring unusual calling

activity and having offending numbers

blocked, as well as blocking those reported

to us by customers. Where possible, our

security and fraud teams work with law

enforcement to identify and shut down

scamming operations, but this is challenging

when they are located offshore.

We are a member of the NZ

Telecommunications Forum’s (TCF) Scam

Prevention Code, which improves the process

for the telecommunications industry to

identify and share scamming information.

Offending numbers are shared with members

to be blocked across all networks. These

measures make a scammer’s job more

difficult and could deter them, however,

sometimes they will continue using a

different number.

We also work with the TCF to prevent

customers receiving scam text messages.

These are usually from four-digit numbers

called ‘short codes’. When we identify

illegitimate activity we work with the

We empower our

customers to be

vigilant when it comes

to online safety and

include comprehensive

information and

education about scams

on our website.

18

Spark New Zealand Annual Report 2020

Our customers

Marketing and
legal compliance

Under our Code of Ethics all Spark people

are responsible for ensuring we behave

ethically and comply fully with all applicable

laws and regulations. Spark’s Legal and

Compliance Policy sets out the specific

accountabilities that our people have for

complying with the law. Spark’s people

leaders make sure their people have the

information and training necessary to meet

these standards, and our Legal and Digital

Trust teams support our people with

comprehensive frameworks, tools, training

and advice. Every employee is required to

complete online training modules on the

Code of Ethics and how to apply it, and we

reinforce this training through regular one-on-

one and broader internal communication

across the business. See: www.sparknz.

co.nz/about/governance

Spark continues to engage constructively

with the Commerce Commission as

appropriate, both proactively and reactively,

on a case-by-case basis. Spark did not receive

any formal sanction by the Commerce

Commission in FY20. We also had no

complaints upheld by the Advertising

Standards Authority over the past year.

Product recall

In August 2019 we announced a product

recall of a power back-up device that had

been issued to approximately 14,000 wireless

landline phone customers during the

previous four months. The power back-up

had been included to ensure that wireless

landlines would continue working for up to

four hours in a power cut. The recall followed

the discovery of a manufacturing fault in

some power back-ups that could cause the

unit to overheat, leading to a fire risk. While

we are unaware of any harm caused to our

customers due to this issue, we made the

decision to recall the device as our customers’

safety is paramount. In issuing the recall, we

contacted all affected customers and took

comprehensive steps to arrange alternative

technology for them as required. Spark sent

ongoing recall reminders to customers

throughout the remainder of 2019 and has

observed a very high return rate of the

recalled units.

Customer privacy

Our customers, along with all

New Zealanders, value their privacy and they

trust that we will protect and manage

information about them in a way that aligns

with their expectations. We are committed to

respecting customer privacy and the personal

information entrusted to us by customers. It is

also Spark’s focus to enable our customers to

safely and easily manage their personal

information. Providing transparency to

customers about how we use and collect

personal information is a key part of this.

Spark’s Privacy Policy sets out our

commitment to our customers when it comes

to handling their information. The policy sets

out transparently what data we collect and

how we use that data. In our policy we

commit to handling all personal information

appropriately in compliance with the Privacy

Act 1993 and our customers’ expectations.

We also set out customers’ rights and choices

in respect to their personal information. See:

www.spark.co.nz/help/other/terms/

policies/privacy-policy

We are committed to

respecting our customers’

privacy and the personal

information they share with us.

All of our people are required to complete

online privacy training and to treat customer

information consistently with Spark’s Privacy

Policy. This includes following Spark’s data

governance processes and standards for the

collection, use and disclosure of personal

information and engaging with Spark’s

privacy and security teams. We are reviewing

our systems, processes and training to ensure

compliance with the Privacy Act 2020 when it

comes into force in December 2020.

In FY20 there were no complaints from the

Office of the Privacy Commissioner, however

it raised two minor operational matters that

Spark is addressing.

We are implementing reporting capability

that will enable us to report on substantiated

complaints received from customers in the

future. There were no significant customer

data breach incidents in FY20 but in line with

Spark’s commitment to transparency Spark

did notify some data incidents to a small

number of impacted customers as well as the

Office of the Privacy Commissioner.

Customer terms and conditions

In FY20 we simplified our terms and

conditions to make them easier for customers

to understand. While the rights and

obligations of Spark and our customers

stayed the same, we restructured our terms

and used clearer language. Spark customers

were notified about the new terms and

conditions on their bills throughout

November 2019 and prepaid customers were

sent an SMS with a link to the new terms and

conditions. See: www.spark.co.nz/help/

other/terms

19

Connections matterSpark New Zealand Annual Report 2020

We continued our affiliation with Pride Month
through our documentary-style video fronted by

gender non-conforming performer Gabriel, also

known as Princess, who demonstrated some of the

employment challenges that members of the

LGBTQIA+ community faced.

We had our biggest ever Summer of Music, supporting

some of the best and most exciting shows around the

country, including Six60, Splore and Laneways. At Bay

Dreams we launched Fan Studio, our photographic

platform that gives Spark customers the chance to win

prizes, which now sits outside Spark Arena. When

COVID-19 decimated the local live music industry, we

created content platforms for our customers through

Spark Sessions, bringing Kiwis the best of

New Zealand’s music scene straight into their

living rooms.

Play by Spark was our

initiative to help parents

and kids find balance in

their screen time usage.

The advertisement campaign

featured a heart-warming

‘breaking-up’ conversation

between a young boy and his

gaming avatar, that generated

much-needed conversations

online about striking the right

balance between playtime

and screen time.

Join Aleisha on

a brand run by Kiwis,

for Kiwis.

For low-cost mobile and broadband

COL_SKI1123_ALEISKIWI_MAX_AK0009_03.indd 1COL_SKI1123_ALEISKIWI_MAX_AK0009_03.indd 117/03/20 6:21 PM17/03/20 6:21 PM

Spark had a huge year for brand and customer

campaigns that continue to build an emotional

connection with Kiwis.

Skinny had another busy

year. After 18 months, the

successful ‘Famous

Names’ brand campaign

came out of market.

Utilising the brand’s

advocacy as a key

strength, it was replaced

with a new platform called

Skinny Friend-vertising.

This campaign was driven

out of the insight that

everyone in New Zealand

is connected to each other

and aims to reach all Kiwis

with an advertisement for

Skinny fronted by a person

they know.

Bringing our brand to life

LITTLE CAN BE HUGE

PL AYTIME

BALANCE

WITHSCREEN TIME

Get involved at spark.co.nz/play

SPK0995_Spark Play_OOH_4x6m AT10PC_v2.indd 124/10/19 2:09 PM

20

Spark New Zealand Annual Report 2020

Our customers

Supporting New Zealand
businesses

The Spark group had a busy year supporting

our business partners and customers as they

navigated an unprecedented year of

disruption and recovery. Through our digital

services expertise and network technology

we helped them create value for their people

and customers.

Wholesale

Our wholesale business continued to make

progress in our growth products category.

We continued to invest in new product

capabilities across the Tasman Global Access

(TGA) and Southern Cross (SX) cables, as well

as corporate satellite, setting us up for future

growth opportunities. We’ve also supported

global Content Delivery Networks (CDNs)

and cloud providers with their New Zealand

co-location and connectivity requirements.

During the Alert-Level 4 lockdown we

supported our Service Providers (who were

experiencing increased internet usage by

their customers), by providing burstable

domestic IP data free of charge. We also lifted

data caps on wireless broadband plans

resold by our Wireless Broadband partners.

Internet of Things (IoT)

In March we teamed up with Vector as the

energy company moves to modernise the

way energy consumption is measured in Kiwi

homes and businesses. This deal has seen a

significant number of Vector’s New Zealand-

based advanced meters connected to Spark’s

4G-supported CAT M1 Internet of Things

(IoT) network, with the ability to shift on to 5G

connectivity as part of a multi-year rollout.

While today’s networks have limits on the

number of simultaneous connections, the

capacity and reliability of 5G technology will

see it underpin mass deployment of IoT. 5G is

designed to support connected device

densities of up to 1 million devices per

square kilometre on a continual basis.

Leaven

In August we announced the launch of

Leaven, a new cloud and digital

transformation consultancy built to help

organisations make the shift to new and more

digital ways of working.

As the world transitions to a digital era,

organisations are looking for smarter ways to

turn their aspirations for digital transformation

into action, embracing the capabilities of

public cloud services to become more

efficient, reduce cost and create new services.

This was accelerated with COVID-19, where

businesses looked to cloud-based offerings

to help them scale, work flexibly and have

remote access to their technology services.

Leaven focuses on cloud adoption, digital

innovation and business transformation, and

empowers its clients to embrace public cloud

technology and new ways of working,

supported by all-important governance

and compliance requirements.

Since its launch, Leaven has delivered its

portfolio of services to a growing number

of clients, ranging from large corporate and

public sector to smaller organisations

looking to maximise the value they get

from the cloud.

Qrious

Qrious, our data, analytics and AI business,

has continued helping New Zealand

organisations navigate the changing business

environment, using data and critical insight.

It’s been a huge year for Qrious, with the

acquisition of NOW Consulting, being

awarded ISO 27001 security certification,

recognition by Inland Revenue (IRD) as an

Approved Research Provider, as well as

receiving the Snowflake 2020 Solution Partner

of the Year (APAC) award. Qrious also

launched its summer intern programme,

which gave eight university students a rare

opportunity to extend their skill-base and

develop solutions for real-world problems

through work experience in its Q.Lab

Research Division.

CCL

Computer Concepts Limited (CCL) divested

the operational parts of its network services

division to a new business called Cello,

formerly known as Octave. The decision is

consistent with CCL’s shift to a simpler

operating model following the brand merger

with Spark’s wholly owned cloud business,

Revera. CCL received the Strategic Partner of

the Year award, recognising joint initiatives

with CTP and Leaven at the Hewlett Packard

Enterprise (HPE) annual partner awards

where Revera, now operating under the CCL

brand, was also awarded Service Provider of

the Year. In March, CCL and Microsoft

announced a three-year strategic partnership

to drive New Zealand business and public

sector migration to Microsoft Azure

cloud technologies.

Streaming services

Spark Sport

Spark Sport kicked off with the start of the

2019-20 Premier League season in August,

then, six months after launch, we brought

New Zealand the Rugby World Cup 2019

via streaming.

Spark Sport also announced a six-year

partnership with New Zealand Cricket as the

official production and broadcast partner for

all Blackcaps and White Ferns matches

played in New Zealand.

When COVID-19 hit, major sports bodies

were forced to cancel or postpone sporting

events. As a result, we offered Spark Sport for

no charge from mid-March until the end of

June. While COVID-19 created challenges for

all broadcasters carrying live sport it also

significantly accelerated streaming

connectivity in New Zealand homes. We now

have a range of sports available on the

platform, including rugby, football, cricket,

tennis, motorsports, basketball, MMA, racing,

boxing, golf, hockey, e-sports and athletics.

Lightbox

In December Spark announced it had

entered an agreement for Sky Network

Television Limited (Sky) to purchase its

entertainment streaming business, Lightbox.

This sale was completed in February and in

June, Sky announced it was merging

Lightbox with its Neon streaming service.

Spark customers on selected broadband and

Pay Monthly mobile plans continued to

receive Lightbox “on us” until July 2020.

Following this, Spark announced a

partnership with Neon that allowed

customers to trial the new service for three

weeks and add Neon to their plans for a

discounted rate of $9.95 per month.

21

Connections matterSpark New Zealand Annual Report 2020

Our network
and technology

Our network and technology underpins our

ability to help New Zealanders grow and

stand strong in a digital world. This includes

our mobile sites, data centres, networks,

systems, processes and digital services

capability. We create value for ourselves, our

customers and our communities by investing

in resilient, adaptable infrastructure for

New Zealand’s future and the products and

services that connect and empower

New Zealanders.

Investing in our network infrastructure

Digital technology is becoming ever-more

essential to how we work, learn and connect,

and New Zealanders rely on it every day. We

see significant year-on-year growth in data

usage on our mobile network. Over the past

two years we have invested heavily,

enhancing capacity by approximately 80%.

This included building over 150 new cell sites

and the extensive rollout of 4.5G, which

significantly enhances network performance

and capacity relative to conventional 4G.

COVID-19 was a test of the adaptability

and resilience of our networks. During

New Zealand’s 33-day Alert-Level 4 lockdown

data usage on Spark’s broadband network

resembled a seven-day weekend. Data usage

each weekday was double the norm, and

weekend peak usage was elevated further

again. Even with volumes increasing to levels

not seen before in New Zealand, the network

performed very well.

Rolling out 5G

We launched our first 5G service in

September 2019, with a number of business

and consumer customers invited to trial

high-speed 5G mobile broadband in

Alexandra in Central Otago. We chose

Alexandra as it has one of the highest uptake

rates in the country for Spark’s existing

wireless broadband product. In November

November 2019

5G wireless broadband live

in Westport, Clyde, Twizel,

Tekapo and Hokitika

The history of our

network investment:

November 2013

Launch of 4G

June 2016

Launch of 4.5G

in Christchurch - 1.2Gbps

July 2016

Launch of Wireless

Broadband

June 2018

4.5G live in Queenstown

March 2018

Outdoor trial of

5G in Wellington

April 2018

Indoor demo of 5G

reaching speeds of

18Gbps

December 2018

4.5G live in Taupo

June 2019

20% of Spark’s Broadband

base wireless

August 2019

4.5G live in Spark sites

across the country

September 2019

5G wireless broadband

live in Alexandra

November 2019

Spark 5G live on the

water in Auckland

Harbour for Emirates

Team New Zealand

November 2019

Announcement of Spark’s

5G rollout plans and

network vendors

July 2020

Start of wider 5G

rollout commencing

in Palmerston North

June 2020

100th Rural

Connectivity

Group tower live

May 2020

Announcement of

allocation of 3.5 GHz

spectrum to enable

accelerated 5G rollout

22

Spark New Zealand Annual Report 2020

Our network and technology

2019, we launched New Zealand’s first
commercial 5G wireless broadband service

into selected areas of five heartland

communities – Westport, Clyde, Twizel,

Tekapo and Hokitika.

In May 2020 the New Zealand Government

offered Spark the management rights to 60

MHz of 3.5 GHz (or C Band) spectrum until

31 October 2022. The spectrum allocation

was completed in July 2020 and enables a

significant investment by Spark in 5G

infrastructure across the country over the

coming year, which will play a critical role in

New Zealand’s response to, and recovery

from, COVID-19.

The 3.5 GHz spectrum is crucial for the rollout

of a full suite of 5G services. We plan to switch

on 5G sites in a number of major centres and

regions across the North and South islands

over the next year. To maintain this

momentum, we are keen to work with

Government to accelerate the timeline for

the longer-term spectrum auction, which is

currently scheduled for November 2022.

We have continued with our multi-vendor

strategy for our 5G rollout, using Nokia for

our initial rollouts in Auckland and Palmerston

North. We maintain an ongoing relationship

with both Samsung and Huawei.

Electromagnetic fields (EMF)

and health concerns

The rollout of 5G technology has raised

community interest in electromagnetic

fields (EMF) or radio waves and health.

Misinformation across social media has

caused confusion over the safety of the

next-generation technology, resulting in the

spread of dangerous and false theories

linking 5G technology to COVID-19.

During the Alert-Level 4 lockdown there were

a number of incidents of wilful damage to

5G starter fund

With the Government’s 5G spectrum

allocation announced and businesses

now operating in a changed world,

Spark reshaped and relaunched its

5G Starter Fund with an added focus on

transforming health and wellness for all

New Zealanders.

The Fund was initially launched in March with

a prize pool of $500,000 but was put on hold

due to COVID-19. The Fund was relaunched

at the end of May with an increased prize of

$625,000 for up to four Kiwi businesses to

develop 5G applications that can help to

support New Zealand’s economic recovery.

All winners will receive business and tech

mentoring from industry leaders, as well as

access to technology and equipment to test

and build on Spark’s 5G network.

“New Zealand is in a unique position – its

size, cultural make-up and creativity means

Kiwi businesses have a global edge.

“It’s important, now more than ever, for

companies to embrace the impact they can

have in their own backyard, and on the world.

As New Zealand responds to COVID-19 Kiwi

entrepreneurs have an opportunity to use 5G

to make a real difference to our future – those

who will be successful will be passionate and

willing to take a leap of faith, believing that

their idea is the next big thing for

New Zealand.”

Ido Leffler, Spark director and 5G Starter

Fund panellist

New Zealand’s mobile networks, including

several Spark cell towers. The vandalism

resulted in damage to critical communications

infrastructure during a time of national

emergency, and in some cases resulted in

short-term, localised outages.

Ensuring public confidence in the safety of

mobile technology is important, and is

potentially material to our capacity to invest

and roll out improved network infrastructure.

We work individually and as an industry via

the Telecommunications Forum (TCF) to help

ensure information about 5G and safety is

available to the public should they have any

concerns. The New Zealand Ministry of Health

and the Prime Minister’s Chief Science

Advisor have developed resources we

frequently share with interested parties.

Thousands of studies have been performed

over the years into whether there is any health

impact from radio waves, and to date no

adverse health effect has been causally linked

with exposures to wireless technologies that

comply with the New Zealand limits,

including 5G.

5G will initially use radio frequencies very

similar to 3G and 4G, and while eventually it

will use radio frequencies at higher levels (i.e.

millimetre waves), this doesn’t result in higher

or more intense exposure. Exposure levels

will remain well below limits set by the

New Zealand Government in NZS2772.

To check that we meet our obligation to

comply with national limits, Spark has

commissioned independent monitoring of

exposures to radio waves around our cell

sites. You can read more about this

programme here:

www.health.govt.nz/our-work/radiation-

safety/non-ionising-radiation/

independent-cellsite-monitoring

23

Connections matterSpark New Zealand Annual Report 2020

integrated services to these rural
communities from just one cell site.

Network resilience

We recognise how important

telecommunications and digital connectivity

is to millions of New Zealanders and

New Zealand businesses. We place great

emphasis on the resilience and diversity of

our networks.

We expanded our mobile network in the

lead up to Rugby World Cup, this included

the deployment of the single radio access

network (SRAN) and Long-Term Evolution

(LTE) sites, as well as significantly

increasing capacity and coverage for

wireless broadband.

We continued our work on Spark’s fibre build

programme, Optical Transport Network

(OTN) and Carrier Ethernet expansion to

meet customer demand for services and

traffic growth across the network.

Investment also continued into the

converged communication network (CCN)

that will replace the legacy PSTN network and

enable us to deliver IP-based voice services in

the future.

During COVID-19 Alert-Level 4 there was a

significant growth in daytime traffic, as well as

increases to the peak evening load, as the

whole country worked or learnt from home.

The network had sufficient capacity to carry

the load and was very stable across fixed and

wireless broadband and mobile voice despite

the increase in usage. Spark expanded

capacity where needed with ‘cell sites on

wheels’ (COWs), or by adding additional

capacity onto individual cell sites.

Flooding in the South Island in December

2019 caused damage to both Spark’s western

and eastern fibre routes and resulted in

outages to landline, mobile and broadband

Expanding rural

broadband coverage

We work in collaboration with Vodafone,

2Degrees and Crown Infrastructure Partners

(CIP) to build essential broadband and

mobile services for rural New Zealand via the

Rural Connectivity Group (RCG). The RCG is a

joint venture between Spark, Vodafone and

2degrees, and has been contracted by CIP to

deliver the Government’s Rural Broadband

Initiative Phase 2 (RBI2) and Mobile Black

Spot Fund programmes.

The aim of the RCG project is to deliver new

or improved mobile and wireless broadband

coverage to over 30,000 rural homes and

businesses. It also aims to provide further

mobile coverage to over 1,000 kilometres of

state highways and provide connectivity to

over 100 New Zealand tourist destinations

by December 2022. This means it will build

over 400 cell sites across rural New Zealand

delivering essential broadband and

mobile services.

The connectivity is much needed to bridge

the digital divide for rural communities and

help the rural sector remain competitive.

Bringing together the investment from Spark,

Vodafone and 2degrees, along with the

Government’s RBI2 funding, has been the key

to providing service into more challenging

and remote areas of New Zealand.

To date, the RCG has built over 100 sites,

delivering high-speed wireless broadband

and quality mobile coverage to more than

8,121 homes and businesses, as well as

343km of state highway, improving safety on

our roads and making them easier to access

by emergency services.

The RCG network uses Nokia 4G Multi

Operator Core Network (MOCN) which

allows all three mobile networks to provide

We got 5G out on the

water with our Emirates

Team New Zealand

campaign.

Spark 5G helping

Emirates Team

New Zealand make the

boat go faster

In November 2019 we started trialling a

5G service on the water for Emirates Team

New Zealand, delivering on our promise to

help make the boat go faster in the bid to

defend the America’s Cup.

The 5G service covers parts of Auckland

Harbour, off Milford and Takapuna, where

Emirates Team New Zealand do some of their

test sailing. The faster speeds and higher

bandwidth of 5G means the team can

livestream data and video back to engineers

and designers at the base straight off the

AC75 boat, Te Aihe, while it’s sailing.

Real-time access to the data gives Emirates

Team New Zealand a design advantage in

preparing for the America’s Cup racing.

“Before the team had access to 5G they had

to get a hard disk with all the data off the

sailing boat, then the chase boat took it back

to the base, and a team member would run

the hard disk up to the data server at the

base. Design work using the data couldn’t

happen until well after the boat had docked.

“Now we have 5G on the water, there are

hundreds of real-time data streams such as

boat speed, ride height, and hydraulic

pressure coming off the water and back to

our design team at the base. Our team can

do progressive design and development

work during the day while the boat is sailing

allowing our design-thinking to evolve much

faster. We were never able to do this before

5G.” Dan Bernasconi, Head of Design for

Emirates Team New Zealand.

24

Spark New Zealand Annual Report 2020

Our network and technology

services to customers in the lower South
Island (although 111 calls were maintained as

they were automatically rerouted onto other

networks which were still operating). The

Minister of Broadcasting, Communications

and Digital Media, Kris Faafoi, subsequently

announced plans for a new fibre optic route

on the West Coast.

We recognise that an increase in extreme

weather events is likely to increase as a

climate-related risk. To learn more about our

approach to risk, including climate-related

risk, see page 48.

PSTN decommissioning: upgrading

landline calling

Over the past year we have continued our

programme to close the legacy PSTN (public

switched telephone network) and transition

to the new, IP-based CCN (converged

communications network). We have now

decommissioned 232 telephone exchange

switches, which is 33% of the Spark PSTN.

Customers continue to move to wireless and

fibre voice services, which are supported by

the CCN technology. In the past financial year

over 140,000 more customers have moved

away from the PSTN. In July Spark announced

the next phase of the PSTN closures project,

which will begin in early FY21. In September

2020 Spark will launch a pilot project in

Devonport, Auckland and Miramar,

Wellington to move all customers off the local

PSTN switches and over to the CCN. Once all

customers have moved, the local PSTN

switches will be decommissioned. The

change will impact less than 1,000 customers

Rural Connectivity

Group (RCG) cell tower

at Whangarei Heads.

We have continued

our programme to

close the legacy PSTN

(public switched

telephone network).

across these two suburbs combined, and we

will be working with our customers to ensure

they have everything they need to stay

connected before we make the switch.

The PSTN is nearing end-of-life, its

components have not been manufactured

since 2003, and the people with the skills

needed to maintain this technology are also

becoming scarce.

Spark will work closely with customers during

the pilot project in Devonport and Miramar to

test and learn how it can best guide

customers through the process. We will take

what we’ve learnt to inform our plans to make

this same change, using an area-by-area

approach, across New Zealand over the

coming years.

4G voice services

We have activated 4G HD Voice on our

network, otherwise known as Voice over LTE

or VoLTE. Most phones we launch are now

VoLTE capable, and we are progressing

turning this on for capable handsets already

in market. While 3G will continue to be a

primary means of voice delivery in the

immediate future, 4G voice provides fast call

set up time and improved call quality, and will

enable voice services for cell sites rolled out

as part of the Rural Broadband Initiative 2

(RBI2), the majority of which are 4G only.

Agreements signed for build of new

Southern Cross NEXT cable

Southern Cross Cable Network and its

shareholders have signed agreements and

gained the regulatory approvals needed to

move into the construction phase for the

NEXT cable between Australia and

New Zealand to the United States. The cable

is set for completion by early 2022 and will

span Sydney to Los Angeles, via Auckland,

Fiji, Tokelau, and Kiribati.

Alcatel Submarine Networks will build the

cable that Southern Cross believes will have

the lowest latency between Australia and

New Zealand and the US. Telstra has bought a

25% stake in Southern Cross, reducing

Spark’s holding to around 40%. The other

shareholders of Southern Cross are

Singapore’s Singtel and US communications

technology company Verizon.

25

Connections matterSpark New Zealand Annual Report 2020

Our people
Our approach is to employ the best people

we can and to invest in them to bring out

their full potential. We aim to provide an

employee experience aligned with our

purpose, which enables our people to move

fast, progress and focus on what matters for

our customers.

We provide experiences and opportunities

for our people to continuously learn. This

will build the growth mindsets, behaviours

and capabilities that will differentiate

Spark’s culture and support sustainable

competitive advantage.

The outcome is fulfilling and rewarding

employment which equips our people for

a positive future of work, building human

capital in Spark and New Zealand.

Spark Contribution Models

The Spark Contribution Models define the

skills, knowledge, experience, behavioural

and mindset requirements for people

working in different teams across Spark. The

models guide our people on what Spark

values, giving a clear description of how they

can progress their careers at Spark. The

models also give our leaders a tool to help

coach, review and support our people to

grow their skills.

Equality and objectivity are important

elements of the contribution models. This is

linked to our adoption of an Agile model that

encourages flat organisational structures,

valuing and growing people’s individual ‘craft’

over traditional titles and hierarchy.

Continuous learning

and development

Spark’s development philosophy is based

upon the 70/20/10 principle, where 70% is

through on-the-job experiences, 20%

through building and maintaining

relationships with others, and 10% through

formal development opportunities.

We operate formal development

programmes for people in key roles. Our

Leading Agility Foundations programme is

targeted at Chapter Leads and Product

Owners. The programme runs over three

months, and combines self-directed learning

with structured learning in cohorts of peers,

with applied learning opportunities. In the

past year 120 of our people completed

the programme.

Our Agile Adaptive Leaders programme is for

people in key leadership roles and individuals

identified for development and succession

planning. The programme runs over six

months in cohort groups of up to 12 people,

with diverse groups from across Spark

coming together to learn via facilitated

learning and exposure to leading-edge

performance, visionary and thought leaders.

This approach is to build a strong and

cohesive leadership community within Spark.

Coaching is a core focus of the programme,

with an objective to increase the capacity of

Our team of talented and diverse people are the heart of our

business. Our business model relies on human and intellectual

capital in our workforce and in our communities.

Employee Net

Promoter Score (eNPS)

+66

25 points from FY19

26

Spark New Zealand Annual Report 2020

Our people

our leaders to coach and be coached.
Experimentation is also part of the

programme, where we give our leaders

opportunities to apply their leadership insight

and learnings to build and deliver a

meaningful initiative that brings Spark’s

purpose to life.

To date five cohorts, and a total of 60 Leaders,

have completed the programme. The success

of the programme means we will continue to

roll it out in FY21.

Spark Hauora – Health

and Wellbeing

The health and wellbeing of our people is

something we take very seriously. Over the

past three years we have built up a volunteer

wellbeing community of around 650

employees. In the past year we launched

Spark Hauora, a Health and Wellbeing

programme to encourage our people to

lead healthy lifestyles, to care for themselves

and others and to help them bring their

best version of themselves to Spark and

their families.

Almost 60% of staff now engage with our

mental health community and related

content. In the past year we were recognised

for our mental health and wellbeing efforts by

being named as a finalist in the Emerging

Diversity and Inclusion Category at the 2019

Diversity Awards NZ, which honours a

diversity and inclusion initiative that is less

than two years old.

We recently signed the ‘WorkWell Pledge’, a

wellbeing agreement to work collaboratively

with Toi Te Ora Public Health, an organisation

regarded as one of the leading health and

wellbeing experts in New Zealand. In

partnership with Toi Te Ora Public Health and

Spark’s own Health, Safety and Wellbeing

ambassadors, we strive to continuously work

with our people to evolve our wellbeing focus

and maturity.

Supporting our people

through COVID-19

The focus of our response to COVID-19 has

been to keep our people safe and keep our

business running as a critical lifeline utility. We

have robust business continuity plans in place

to ensure we can continue to provide services

to our customers and New Zealand.

We activated our Business Continuity Plan

in February 2020, well ahead of the

New Zealand Alert-Level 4 lockdown. This

meant stepping up preparations with our

people, systems, customers and industry

colleagues. Not all of our people were able to

transition to working from home. A big focus

was to protect our frontline teams who would

have to keep working on site, such as those in

network operations, data centres, exchanges

and 111 operations.

Teams were split into three or four to ensure if

the virus affected employees in one team the

other teams could carry on. At an early stage,

we also stopped visits by other people to

those critical sites. We implemented rigorous

cleaning, hygiene and social distancing

controls in our workspaces, which were

maintained as employees began to return as

lockdown restrictions lifted.

To support our people in their transition to

working from home we provided a number of

set-up guides, and kept up regular

communication from our leaders throughout

lockdown. Topics included how to create the

perfect space for home working, workstation

ergonomics and tips for taking care of the

health and wellbeing of themselves and

others. We also shared guidance on

scheduling days to create a routine with a

clear start and end to the working day. This

included a clear time to switch-off and keep a

clear line between work and home life.

Our people celebrate

Diwali at Spark City.

27

Connections matterSpark New Zealand Annual Report 2020

We recognised the importance of individuals
and teams staying connected, with our

people making a smooth transition to online

meeting and collaboration tools. People were

encouraged to schedule regular chats with

colleagues that replicated normal day-to-day

contact in the workplace. We also promoted

our network of support service providers for

employees needing additional support.

Within the business we acted early to reduce

potential long-term impacts of COVID-19 on

our workforce. In April we announced that

there will be no annual salary review increases

for the next year for all Spark people,

including the Leadership Squad and fees for

the Board of Directors. We also put on hold

external recruitment across the Spark group.

Over the April 2020 Easter period we asked

all of our people working in non-essential

roles to take four days of annual leave.

As with many of our customers, the mass shift

to home working forced a rapid adoption of

online meeting and collaboration tools

enabled by our technology. We will look to

continue this discipline, to make these

temporary habits permanent, to best use our

technology and in turn reduce the cost and

environmental impact of business travel.

Health and safety

Spark has well established Health and Safety

(H&S) systems. These include processes for

risk assessment, audit and employee training.

We focus on continuous improvement of our

performance through our H&S strategy, which

is built around the four pillars of our

Gold Standard:

• a strong health and safety

management framework

• a proactive ‘owners’ approach to health

and safety the management of critical

hazards and associated risks

• a culture of empowerment at every level

of the organisation

• a commitment by the business to

ensuring the resources and capability are

in place to deliver the health and

safety strategy.

In FY20 we continued to take a detailed

approach to applying good risk management

practice and control for our most critical

hazards and risks. This has seen H&S plans

developed and implemented at all our office

and exchange buildings, along with improved

physical controls for working at height,

confined spaces, and hazardous substances.

We have also made Asbestos Management

Plans available at relevant buildings for

people working on-site. We are in the process

of removing asbestos from some of our

older sites.

Through employee consultation and

participation, our most at-risk business areas

– Critical Environments, Retail, Network

Development and Technical Services – have

1 We have restated the FY19 TRIFR reported last year from 3.46 to

4.64 as we have shifted reporting to a rolling 12-month average.

built H&S Roadmaps to be implemented in

the year ahead.

We also developed a new Supplier

Consultation Process with our partners

IMPAC. Together we developed a new online

tool to deliver an interactive onboarding

process for high-risk projects with our

suppliers. This tool will be rolled out across

our most at-risk business areas during FY21.

No Spark employees or contractors suffered

work-related serious injury or death over the

year, and our TRIFR (Total Recordable

Incident Frequency Rate) was 3.58 for FY20,

compared to 4.64 in FY19

1

. Our target for

FY21 is to reduce our TRIFR to 3.0.

Another key measure of performance is our

participation in the Accident Compensation

Corporation’s accredited employer

programme. We achieved Tertiary level again

in FY20, and reported our lowest number of

claims and lowest costs relating to employee

injury management of approximately

$14,000, less than half the costs from

previous years.

In FY21 we will continue our focus on

improving systems around Spark’s critical

health and safety risks. We plan to implement

our ‘SparkSafe’ capital programme for

working at heights at problematic sites with

access to mobile towers and continue to work

across the business to ensure continuous

improvement in our performance.

To support our people working

from home we provided set-up

guides and kept up regular

communication from our

leaders throughout lockdown.

28

Spark New Zealand Annual Report 2020

Our people

Diversity and inclusion
Spark’s Māori Strategy

Our Māori Strategy is about cultural

transformation, finding the shared space

between Te Ao Māori and the corporate

world. It aims to build deeper more authentic

partnerships with our communities, our

customers and our people. More information

is included in our community section on

page 39.

Blue Heart programme

Our Blue Heart programme supports Spark’s

focus on a ‘heart-led’ approach to diversity

and inclusion. It has evolved to be an icon for

our wider approach to an inclusive and

heart-led culture and our move to an Agile

way of operating has helped us accelerate

this shift. This approach has been

instrumental in bringing together multi-

functional squads across diverse cultural,

ethnic and professional backgrounds.

Spark Pride

As a Rainbow Tick accredited company,

we are incredibly proud of our ongoing

commitment to the Rainbow community.

We continued our support of the Rainbow

community over the year, signing up as a

major partner of Auckland Pride 2020 and

launching the Pride & Spark Empowerment

Initiative. The Initiative helped connect and

resource Auckland’s diverse rainbow

communities by supporting those producing

events for the festival. Support includes

workshops, access to mentors and funding.

We also continued our ongoing support of

OUTLine NZ, a national charity that offers a

free support line for members of the

LGBTQIA+ community and their friends and

family. As part of the partnership we launched

a new film focusing on recruitment of those

within the LGBTQIA+ whānau. The film is a

reminder for employers that individuality is a

strength that should be welcomed, and that

resources are available to support people

foster more inclusive workplaces:

www.outline.org.nz/workplace

In March 500 of our Christchurch employees moved into Spark Square,

our new building in the city’s Cathedral Square. Spark Square is the first

new building completed by private developers in Cathedral Square since the

earthquakes, and reflects our commitment to supporting the rejuvenation of

Christchurch’s central business district.

New Christchurch office

29

Connections matterSpark New Zealand Annual Report 2020

Gender diversity and
gender pay gap

Over the past year we have seen positive

improvements in our gender diversity and

gender pay ratio measures. Our target for

Board and leadership diversity is a 40:40:20

ratio. This refers to 40% men, 40% women,

20% of any gender.

The current composition of our Board is 50%

female and 50% male, and FY20 changes to

our Leadership Squad means this team is also

comprised of 50% female and 50% male. We

have also seen an increase in females in other

senior roles, up 4% to 39%. Spark is the first

large NZX-listed business to have both a

female Chair and female CEO. Our Diversity

and Inclusion Policy

1

sets out our framework

in this area.

Spark’s overall pay ratio of average female to

average male pay for all employees is -17%.

This is a slight improvement from our FY19

ratio of -18%. This is the first year we have

reported the overall pay ratio of median

female to median male pay, making Spark

one of the first New Zealand companies to do

so. For FY20 this figure is -26%.

The Spark Contribution Models are used to

set salaries based on areas of expertise. This

ensures that people assessed to make an

equal contribution receive equal pay. A major

contributor to this pay ratio differential is the

make up of New Zealand’s technology sector

having a significantly higher proportion of

males in technology roles. Spark has sought

to reduce this ratio over time with initiatives

such as Women in Technology scholarships

and partnering with external technology

educators, designed to proactively build a

New Zealand-wide pipeline of female

technology qualified employees.

Gender pay ratio

CategoryNumber of

employees in

category

Pay Ratio:

Average

1

Pay Ratio:

Median

2

Leadership:

Spark’s wider leadership group,

including the Leadership Squad

572%-2%

Technology:

Employees that work in technology-

focused areas of the business

2,296-18%-26%

Customer Channels:

People primarily employed within our

contact centres and retail operations

1,1380%0%

Rest of Spark

3

:

including corporate, product,

marketing and customer units

1,733-15%-21%

Total5,224-17%-26%

1 Pay Ratio = (average female salary – average male salary) / average male salary.

2 Pay Ratio = (median female salary – median male salary) / median male salary.

3 In future reporting we will provide more detail on the ‘Rest of Spark’ category, to understand our performance

and inform actions to drive change over the medium term.

Calculated using hourly On Target Earnings or Total Base Remuneration plus Short Term

Incentive Target values.

Parental leave

Spark provides a parental leave policy for eligible employees, regardless of gender, sexuality,

age or whether the employee is giving birth or adopting a child. If an employee has been

employed by Spark for a minimum of 12 months then Spark will top up the Government’s

parental leave payments so the employee receives 80% of their salary. In line with Government

changes we have extended this period from 22 weeks to 26 weeks from 1 July 2020. As a

guaranteed minimum, Spark ensures that the total amount someone receives, less any

Government paid primary carer's payments, will not be less than the equivalent of six weeks of

ordinary salary.

Eligibility for Parental Leave is in accordance with Government legislation.

FemaleMale

1

Employees that took parental leave943

Employees that returned to work after taking parental leave713

Employees that returned to work after taking parental leave

that remain employed 12 months after their return to work

412

Return to work rate

2

93%100%

Retention rate

3

66%100%

1 Males that took less than 30 days paternity leave have been excluded.

2 Return to work rate = Total number of employees that did return to work after parental leave divided by the

total number of employees due to return to work after taking parental leave.

3 Retention rate = Total number of employees retained 12 months after returning to work following a period of

parental leave divided by the total number of employees returning from parental leave in the prior reporting

period.

1 https://www.sparknz.co.nz/content/dam/telecomcms/

sparknz/content/governance/Diversity-Policy.pdf

50/50

Male/female ratio for our

Board and Leadership Squad


7%


7%

30

Spark New Zealand Annual Report 2020

Our people

Demographics of our workforce
Including permanent and fixed-term employees of Spark and its directors, as at 30 June 2020.

GenderAge

Number of

people

(year-on-year

change)

Female %

(year-

on-year

change)

Female #Male %

(year-

on-year

change)

Male #Under 30

years old

(year-on-year

change)

30 – 50

years old

(year-on-year

change)

Over 50

years old

(year-on-year

change)

Directors

1

8

(no change)

50%

(+7%)

FY20: 4

FY19: 3

50%

(-7%)

FY20: 4

FY19: 4

0%

(no change)

25%

(11%)

75%

(-11%)

Leadership Squad

2

8

(+1)

50%

(+7%)

FY20: 4

FY19: 3

50%

(-7%)

FY20: 4

FY19: 4

0%

(no change)

100%

(14%)

0%

(-14%)

Other leadership

roles

3

57

(+3)

39%

(+4%)

FY20: 22

FY19: 18

61%

(-4%)

FY20: 35

FY19: 33

0%

(no change)

79%

(-1%)

21%

(1%)

Permanent starters729

(-367)

35%

(-3%)

FY20: 258

FY19: 419

65%

(3%)

FY20: 471

FY19: 677

41%

(-5%)

51%

(2%)

8%

(3%)

Permanent leavers944

(-320)

43%

(1%)

FY20: 402

FY19: 531

57%

(-1%)

FY20: 542

FY19: 733

33%

(no change)

54%

(1%)

13%

(-1%)

Total

4

5,231

(-148)

34%

(-2%)

FY20: 1,769

FY19: 1,917

66%

(2%)

FY20: 3,462

FY19: 3,467

21%

(-2%)

57%

(no change)

22%

(2%)

1 Mr Bray and Ms Hodson commenced as directors on 23 September 2019.

2 Excludes the CEO (for FY20) and former Managing Director (for FY19) as they are included as directors in the line above. The Leadership Squad is considered ‘senior

managers’ for the purposes of the Financial Markets Conduct Act 2013 and ’senior executives’ for the purposes of the ASX Corporate Governance Council’s Principles

and Recommendations.

3 Substantive roles that report directly to members of the Leadership Squad.

4 Includes non-executive directors. Spark’s employee headcount, including our CEO, is reported as 5,224.

5,224

Total number of

employees

2,296

Employees that work in technology

focused areas of the business

COVID19410I%Dr1apV

941l1y410I%Dr1apV

aeID1y410I%Dr1apV


2

2

%


2

1

%


5

7

%

80%

Spark tops up Government

parental leave payments

to 80% of salary

93%

Return to work rate of

female employees after

taking parental leave

UNDER 30 YEARS OLD

30 – 50 YEARS OLD

OVER 50 YEARS OLD

21%

57%

22%

Age of permanent and fixed-term

employees of Spark as at 30 June 2020

31

Connections matterSpark New Zealand Annual Report 2020

Our environment
Our approach is to operate our business

efficiently and responsibly, and account

for the indirect environmental impacts of

our products and services. This includes

the opportunity to use technology to

improve efficiency and address

environmental challenges.

Maturing our approach to environmental

management is an area of focus. We have

strong processes in place to manage many

of our environmental impacts. However, we

recognise we need to make improvements

in some areas, including our policies and

our reporting.

Our approach to climate-related risk is

also maturing. We have considered the

requirements of the Taskforce on Climate-

related Financial Disclosures (TCFD) in this

year’s report. See pages 46-48 to understand

our approach to risk, including climate-

related risk.

Our climate change

commitment

As a founding member of the Climate

Leaders Coalition (CLC) we are committed to

business leadership and collective action

when it comes to addressing climate change.

In 2016 we set a target to reduce our

emissions by 25% by 2025 against FY16

baseline. This is a credible and ambitious

target. However, it is not aligned with the

latest science-based targets which typically

set more ambitious reduction goals over a

longer period of time in order to contribute

to limiting warming to 1.5 degrees.

We have recently committed to the 2019 CLC

pledge that raises our ambition. This requires

us to set a target grounded in science that will

deliver substantial emissions reductions to

contribute to New Zealand being carbon

neutral by 2050.

In practice this will mean a more ambitious

target, over a longer period to 2030 and

beyond. We remain committed to our current

target. By setting a new target, and creating a

pathway towards it, we will also accelerate

our progress towards our 2025 reduction

target, which will require significant work to

achieve. We will also improve our external

climate change reporting by seeking

independent verification of our emissions.

Reducing our network

emissions

Our main source of emissions is our use of

electricity. We consume the most electricity in

powering our networks and technology,

including data centres and switches.

Traffic over our networks increases

significantly each year. To keep up with

demand we have been investing in expanding

coverage and increasing capacity in our core

networks, including adding 150 new mobile

sites over the past two years. It’s important that

we meet our customers’ needs for digital

connectivity. However, we recognise that we

must invest and expand our network in a way

that also reduces its footprint.

Global consultancy Bell Labs conducted an

independent review of our efficiency, which

found our data centre and network building

power usage effectiveness (PUE) to be “very

good” and our traffic-vs-power growth-ratio vs

industry standards to be “outstanding” when

measured against our international peers.

One way to reduce electricity consumption is

to migrate to more efficient systems. Many

Our environment refers to natural capital, the resources that

make up and power our network and technology, and the

physical environment and hazards that it operates within.

32

Spark New Zealand Annual Report 2020

Our environment

Kiwis have already made the switch to get
their landline and broadband delivered over

newer technologies like fibre or wireless

broadband, or have simply dropped their

landline completely in favour of using their

mobile. However, in many areas of

New Zealand our landline voice calling is still

running on the legacy public switched

telephone network (PSTN) that is nearing the

end of its life.

Since 2017 more than half a million Kiwis

have moved over to the newer Converged

Communications Network (CCN). The CCN is

a more resilient and fully digital technology

that handles all the different services our

customers will expect and demand – fixed,

mobile, video, collaboration, Voice over LTE

(VoLTE) and future services like Voice

over WiFi.

In the year ahead we plan to step up our work

to move customers over to the CCN. We will

take an area-by-area approach. For most

customers the change will be a very simple

process. We will support customers to make

an informed choice about what service they

would like to move to, and we have put in

place a team of support people who can find

solutions for those with more complex needs.

At the end of FY20 232 PSTN switches had

been retired across New Zealand, which

accounts for 33% of PSTN switches.

Decommissioning the PSTN switches results

in significant reduction in electricity usage.

We save around 60,000kWh each year in a

typical urban PSTN exchange building or as

much as 1 GWh each year in our largest

exchanges, around 16 times more. This year

we’ve achieved further annual savings of

around 3 GWh through these energy

efficiency improvements, totalling 3% in the

past two years.

Our FY20 emissions

Over the past year our gross carbon

emissions were unchanged from FY19.

Electricity emissions increased this year due

to higher carbon intensity in the national grid,

offset in part by electricity efficiency

improvements achieved in the network. Travel

emissions reduced by 26%. Refrigerant

leakage increased 4% this year, and emissions

from diesel for generators were unchanged.

Waste reduced 16% in FY20 with fewer

people going to the office.

Spark is now offsetting travel emissions by

purchasing carbon credits through Air New

Zealand’s FlyNeutral programme. We are

including these in our emissions reporting for

the first time, covering flights for the FY19

and FY20 period. Including these offsets, our

FY20 net emissions were around the same

level as the FY16 base year, with the carbon

credits offsetting growth in other areas of

the business.

GREENHOUSE GAS EMISSIONS

Kilotonnes-CO

2

-equivalents

FY16

BASEFY17FY18FY19FY20

CHANGE

FY16 – FY20

Direct Emissions (Scope 1)

1

3.43.63.63.53.6+7%

Electricity Emissions (Scope 2)16.6 13.416.216.817.5+5%

Value Chain Emissions (Scope 3)

2

6.9 6.98.35.75.7-17%

Gross Emissions27.023.928.128.428.2+5%

Carbon Offsets (2.4)(1.3)

Net emissions27.023.928.126.0

3

26.90%

1 We have applied higher default refrigerant leakage estimates this year and restated Scope 1 refrigerant emissions for prior years following the same methodology

2 This year we have applied significantly lower emission factors for New Zealand domestic air travel, based on new Government guidance following a 2016 Ministry of

Transport study of aviation fuel consumption in New Zealand

3 Adjusted from previously reported figure to include offsetting

0

50

100

150

200

FY20FY19FY18FY17FY16

OFFICE

DATA CENTRES

NETWORK

ELECTRICITY CONSUMPTION

Gigawatt Hours (GWh)

0

FY20FY19FY18FY17FY16

OTHER

TRAVEL

REFRIGERANT

FLEET

DIESEL

ELECTRICITY

GREENHOUSE GAS

EMISSIONS BY SOURCE

Tonnes-CO

2

e

10,000

20,000

30,000

In collecting activity data to calculate scope 1 and scope 2 emissions Spark has used ISO 14064-1, New Zealand

Guidance for Voluntary, Corporate Greenhouse Gas Reporting and The Greenhouse Gas Protocol: A Corporate

Accounting and Reporting Standard (Revised Edition).

Electricity emissions are calculated based on grid electricity consumption and the transmission and distribution losses

emission factor as described in: Ministry for the Environment Measuring Emissions: A Guide for Organisations: 2019

detailed guide. Wellington: Ministry for the Environment.

33

Connections matterSpark New Zealand Annual Report 2020

Air travel
In FY20 the COVID-19 alert levels had

a significant impact on our emissions.

We stopped all international air travel,

and domestic travel has been significantly

reduced.

We want to embed the good practices we

adopted through lockdown, which forced

many of our teams, and many of our

interactions with customers and other

stakeholders, online. For FY21 we have put

tighter controls in place over air travel and are

aiming to significantly reduce our flight spend

compared to pre-lockdown patterns.

Our fleet

Spark has a core fleet of around 240 vehicles

operating across New Zealand, and a further

214 vehicles assigned to subsidiaries and

business partners. Our fleet emissions are

around 6% of our total emissions. This means

we have an important opportunity to make

meaningful reductions in emissions by

changing the composition of our fleet and

our usage patterns.

We have a long-term focus on increasing fleet

efficiency. We introduced 47 hybrid vehicles

into our fleet in 2015, and in 2016 we made a

commitment to convert 30% of our core fleet

to PHEV (Plug in Hybrid Electric Vehicles) or

fully electric vehicles. We achieved this target

in FY20, having replaced 86 vehicles with

PHEVs, representing 32% of our core fleet.

The majority of these vehicles were Mini

Countrymen PHEVs. When compared to pure

EVs, PHEVs are higher-emitting. However,

they are the most practical solution for Spark

currently because many of our sales and

service staff using the vehicles are required to

travel large distances in areas where charging

infrastructure is not yet fully available.

We want to continue this momentum and we

will use what we have learned from the roll

out of PHEVs to support change across our

broader fleet. We are committed to

increasing the number of EVs and higher-

range PHEVs in our fleet over time and to

reporting transparently on this. At the end of

FY20 19% of our broader fleet was PHEV or

EV. Our long-term target is 30%.

Health and safety is another priority in our

fleet management, with vehicle safety a key

element in our vehicle choice. In FY20 we

rolled out GPS systems across our fleet. These

systems inform us immediately if any drivers

have been involved in an accident (if the

vehicle has rolled or flipped), if our vehicles

have any unusual speeding or deceleration

activity and if the device has been removed.

Another advantage is that data from the GPS

is enabling us to better understand the

distances that each vehicle covers. This data is

helping to determine future buying decisions,

such as where to deploy EV or PHEV vehicles

in each location.

E-waste and

network recycling

Spark has a comprehensive programme for

managing end-of-life network equipment and

technology. This is separated into different

waste streams – such as mobile phones,

printed circuit boards, copper cables, lead

batteries and all types of metals. The different

items are sorted, processed by our recycling

partners and then some components are sent

overseas for recycling, reselling or reusing.

In FY20 we recovered a total of 501 tonnes of

e-waste, an increase of 36% on last year. Of

this, 198 tonnes was network e-waste (up

420% on FY19), and 303 tonnes was metals,

cables and batteries (down 8%). The increase

in network e-waste is due to network projects,

In FY20 we added Mini

Countrymen PHEVs to

our core fleet.

34

Spark New Zealand Annual Report 2020

Our environment

such as the decommissioning of our PSTN
network. To improve collection we have

focused on education within Spark, and we

have begun to work with some of our larger

customers to support them to responsibly

recycle their surplus equipment.

Mobile phone recycling

Spark is a member of the Telecommunication

Forum’s (TCF) RE:MOBILE product

stewardship scheme. The scheme takes

unused mobile phones, and either

refurbishes and on-sells them in overseas

markets or recycles them. Any profits from

the scheme are donated to the charity

Sustainable Coastlines.

In FY20, 24,900 mobile phones or other

devices were reused or recycled through

this scheme. This has increased from

17,500 in FY19.

To support this scheme we have recycling bins

in our stores and offices around New Zealand.

We are working with our industry partners and

the TCF to boost the awareness of the scheme

and overcoming the barriers consumers feel in

recycling their devices. In the past year this

included promoting the scheme to our mobile

customers by mailing out 80,000 RE:MOBILE

recycling envelopes, and raising awareness

with our retail staff. The programme also

signed Olympic pole-vaulter Eliza McCartney

as brand ambassador for RE:MOBILE.

Packaging and

consumer waste

Reducing the environmental impact of our

products and packaging is a long-term focus.

This includes making decisions that reduce

packaging bulk, use recycled or recyclable

materials and avoid the use of plastics. The

environmental impacts of these decisions are

considered against packaging function,

branding requirements and cost. We

recognise that this is an area of growing

interest to our customers, and that we have

the opportunity to do more.

We work with our third-party suppliers to

reduce packaging and the use of plastics in

our products. We have recently created our

first environmentally friendly packaging for

our 5G modems, which use recycled paper

and a design that reduces the amount of

bleaching in the production processes.

In November we introduced new

environmentally friendly shopping bags at

our stores. The new bags are made from

recycled paper and are fully recyclable. We

chose a bag made from 100% recycled paper

because it has a low impact in its production

as well as a low end-of-life impact. The bags

use vegetable-based inks and are free from

any plastics.

We introduced

environmentally friendly

shopping bags made

from 100% recycled

paper at our stores.

35

Connections matterSpark New Zealand Annual Report 2020

Our communities
Our products and services help our

communities to stay connected and enable

the provision of community services. Beyond

the direct impacts of our products we want to

reach out to play a role in building healthy,

connected, and equitable communities. This

is how we create value and build social and

human capital.

We know that the impact of COVID-19 will be

felt across New Zealand and that some

communities will be more impacted than

others. The role of digital technology in

New Zealand’s recovery and transformation

brings the issue of digital equity into the

spotlight. We want a positive digital future in

which every Kiwi has the opportunity to thrive.

Digital equity

Spark works alongside the Spark Foundation

to address barriers to digital equity. The

Government’s Digital Inclusion Blueprint

1


identifies four elements essential to

digital equity:

• Access: for everyone to be able to enjoy

the benefits of the digital world we need

to ensure connectivity, affordability

and accessibility

• Motivation: people need to understand

the benefits of the digital world to have a

meaningful reason to engage with it

• Skills: the know-how to use the internet

and digital technology in ways that are

appropriate and beneficial

• Trust: having trust in the internet and

online services and the digital literacy to

manage personal information and avoid

potential harm

Spark Foundation

1 Available at https://www.digital.govt.nz/assets/

Documents/113Digital-Inclusion-BlueprintTe-

Mahere-mo-te-Whakaurunga-Matihiko.pdf

We work alongside

New Zealand to harness the

power of technology for a

positive digital future for all.

Spark Foundation is the charitable

organisation supported by Spark

New Zealand, taking the lead in delivering

Spark’s community work. The Foundation’s

vision is that no New Zealander is left

behind in a digital world. Its mission is to

accelerate towards digital equity, including

access, skills, capabilities and wellbeing in

the digital age.

Spark Foundation supports the delivery of

Skinny Jump, managing the partnerships that

deliver the programme in the community.

Spark Foundation also allocates funding for

programmes through a strategic partnership

approach, focusing on partnering with

organisations whose work is aligned

to its strategy.

In FY20 Spark Foundation sold

the Givealittle crowd funding platform. Spark

Foundation acquired Givealittle in 2012 with

the aim of growing a generosity platform that

would make a difference to New Zealand.

Over that time donations through the platform

grew from $650,000 to $33 million in FY19.

The decision to sell Givealittle was taken after

a review of Spark Foundation’s strategy, to

help ensure Givealittle’s continued growth and

better enable Spark Foundation’s resources to

invest in accelerating digital equity in

New Zealand.

Spark Foundation’s partnership with The

Electric Garden mixes growing food with

digital technology to support learning.

36

Spark New Zealand Annual Report 2020

Our communities

Accelerating digital equity
through Skinny Jump

Census data estimates that around 211,000

New Zealand homes don’t have access to

broadband. Research from Internet NZ

indicates that cost is the biggest barrier to

this access.

To help bridge the digital divide Spark

Foundation launched Jump in 2016,

providing internet access to those who go

without. Jump was first targeted at families

with school-aged children.

In March 2020 Jump was relaunched as

Skinny Jump, as Jump runs on the Skinny

mobile broadband network. Eligibility for

Skinny Jump was extended to include job

seekers, senior citizens, refugees, new

migrants, people recently released from

prison, people with disabilities and people

living in social housing.

With the launch of the new Skinny Jump the

cost was also halved, to $5 for 30GB of data,

with the option to renew up to five times a

month. The service is entirely prepaid, so

there are no long-term contracts or credit

checks needed, and all it takes to get set up is

registering through a partner and plugging in

the modem.

Skinny Jump is available through a community

partner network, which is overseen by Digital

Inclusion Alliance Aotearoa (DIAA) and

includes 176 local partners nationwide

spanning community libraries and community

hubs amongst others.

Since the relaunch in March the Skinny Jump

customer base has nearly doubled to reach

9,559 by the end of FY20. The aspiration is to

reach 20,000 homes by the end of FY21.

In response to COVID-19 Skinny Jump also

worked in partnership with the Ministry of

Education and AUT to connect school and

university students in need of broadband at

home free of charge.

See: www.skinny.co.nz/jump

“Digital equity is a critical issue in New Zealand, but

something most of us take for granted. If you can’t get

online, then you’re already ten steps behind the person who

can – so it’s exciting to see Skinny Jump being offered to

more groups of Kiwis who are currently missing out. We’ve

witnessed first-hand the incredible difference that Jump has

made to the lives of the school-aged families who’ve been

on the programme and can’t wait to see the impact it will

have on the lives of so many other New Zealanders.”

Sue Kini, Digital Inclusion Alliance Aotearoa (DIAA)

“Jump has been absolutely life-changing for me and my

whānau. We live rurally and once we got our modem, we

were able to plug in and get online straight away. My kids

are smart but without access to the internet at home I was

worried that they would fall behind in their schoolwork. It’s

been such a fantastic tool for my whānau that I promote it to

other Kiwis, just like us, who might be struggling to afford an

internet connection at home. No one should miss out on

having access to the internet because of the cost.”

Shona Te Huki, a Taranaki mother with school-aged kids who has been on the

Jump programme since 2018.

37

Connections matterSpark New Zealand Annual Report 2020

Emergency Phone programme for
victims of domestic violence

At the start of Alert-Level 4 lockdown, Spark was approached by Shine and Women’s

Refuge NZ to provide mobile phones loaded with prepaid credit for individuals who

were fleeing domestic violence during lockdown. As part of this, 40 mobile phones with

prepaid credit were sent to Women’s Refuge centres around the country.

Spark Foundation has now set up an ongoing Emergency Phone programme to support

domestic violence groups across New Zealand. The programme is a joint venture between

Spark Foundation and 100 domestic violence support organisations. As part of the new

initiative, 570 Skinny Tahi Phones with $20 Skinny prepaid credit will be made available to

support our most at-risk New Zealanders.

Employee donations

$269

,

328

(FY19: $481k)

Spark’s matching

$172

,

692

(FY19: $221k)

Number of employees

participating

488

(FY19: 735)

Spark Give results

for the year

Total staff eligible

for volunteering

1

4,383

Total employee

participation


501

(2019: 806)

% of employee

participation

11%

(2019: 18%)

Employee volunteering

for the year

Spark Give

Our payroll giving programme, Spark Give,

enables our people to donate to schools and

charities via their pay, with benefits for doing

so. Spark Foundation matches the amount

employees donate dollar-for-dollar up to

$500 per employee per annual year. Since

this programme was established in July 2011

over $6 million has been donated to

Volunteering and

Payroll Giving

Our approach to staff volunteering

Spark employees are able to take one

volunteer day each year. The Spark Foundation

encourages skills and mission-based

volunteering. Skill-based volunteering means

our people focus on opportunities that take

advantage of their specialised skills and talents

to assist not-for-profits. Mission-based

volunteering means volunteering with

organisations whose work aligns with the

purpose of Spark – to help all of New Zealand

win big in a digital world.

The Spark Foundation works with our people

to help them find an appropriate skill or

mission-based volunteering opportunities.

The Foundation works with two partners,

Helptank and Voluntari.ly, to help drive

greater uptake of the Spark volunteer day

and also greater impact from the volunteering

our people do.

COVID-19 was a catalyst for many of our

employees to consider what they could do to

support their communities. Many employees

were seconded to volunteer to support the

expanded Skinny Jump. However, our

decision to put our volunteer programme on

hold in lockdown between March and June

has contributed to a drop in employee

participation.

We are also working to align digital equity

work with employee volunteering to offer

support to seniors and other groups. We are

piloting a digital mentoring programme to

match our employees with seniors who are

new Skinny Jump customers who request

support making the most of the digital world.

New Zealand schools and charities. We are

currently reviewing how the Spark Give

programme aligns to Spark Foundation’s new

strategy and digital equity focus. Because of

this we haven’t actively promoted payroll

giving to our employees in FY20, and we

have seen our employee giving reduced

compared to FY19.

1 Excludes selected subsidiaries and fixed-term employees.

38

Spark New Zealand Annual Report 2020

Our communities

Spark’s Māori Strategy
Our Māori Strategy is about cultural

transformation, finding the shared space

between Te Ao Māori and the corporate

world. It aims to build deeper more authentic

partnerships with our communities, our

customers and our people.

Spark’s first Māori Business Strategy, Te Pou

Arataki, was launched in 2017. A key focus

was ‘Kanohi Kitea’– for our people to be seen,

empowered and connected. Over the past

three years the strategy has been successful

in driving change across Spark through

programmes such as our Te Reo Māori Plan,

providing cultural responsiveness training to

key Spark people, and delivering a self-

directed Māori Made Easy programme to 75

tauira (students). Spark has also formed

partnership to support our communities,

including the Marae Digital Connectivity

project, and supporting Kapa Haka, Matariki

and Te wiki o Te Reo Māori.

In the year ahead our focus is moving to

further growth by developing strategic

partnerships with Māori, supporting the

development of, and unleashing, the Māori

economy. To do so we are evolving Spark’s

Māori Strategy. We have taken Te Pou Arataki

and reimagined Te Korowai Tupu o Kora

Aotearoa, the cloak of growth of Spark

New Zealand. Te Korowai Tupu is inspired,

driven, and led by kawa (protocol), tikanga

(process) and kaupapa Māori and takes the

threads of a tangata whenua world view that

can be woven across Kora Aotearoa, into our

strategic pillars, business strategies, Spark

values and shared Māori values to embrace

the physical and spiritual nature of te ao

Māori. Our success will be measured through

authentic partnerships delivering great

outcomes for Māori and Aotearoa.

Te Korowai Tupu has three key threads

(hukahuka) within the strategy. Toitū –

sustainability, Te Tiriti o Waitangi – The Treaty

of Waitangi, and Mana Taurite – Equity. We

aim to work in partnership with Māori to effect

change to unleash the potential of Māori

Business and all New Zealanders as a driver

for economic, cultural, environmental and

social growth.

Spark’s role in the Marae Digital

Connectivity initiative

We are working with the Government to

bring our broadband and technology

capabilities to the Marae Digital Connectivity

initiative as a key connectivity partner.

A Digital Marae is a marae with reliable digital

connectivity that allows communities to be

more connected than ever before, providing

pathways to digital health, economic, social

and educational services. Technology can

enable stronger, safer, more connected

communities, even in the most remote

rural areas.

Spark has taken an approach guided by

tikanga Māori to deliver this programme

alongside Crown Infrastructure Partners (CIP)

and Te Puni Kōkiri.

Kupu 2.0 to support Te Reo Māori in

the classroom

Spark’s Kupu is a breakthrough mobile app

that helps people learn Te Reo Māori by

translating photos of objects around them.

In the past year we’ve launched an improved

version that can now be used across more

schools in Aotearoa, thanks to the launch of a

new version for use on tablets and desktops.

Kupu is a free and easy app for teachers to

use. It is powered by Google cloud vision

technology, combining with Te Aka Māori

Dictionary translations.

We launched an

updated version of

‘Kupu’ for use on

tablets and desktops.

We celebrate Matariki to

recognise our unique Māori

identity and continue

building our inclusive Blue

Heart culture.

39

Connections matterSpark New Zealand Annual Report 2020

Our Board
1. Justine Smyth, CNZM

Chair

Justine joined the Board of Spark

New Zealand in December 2011 and became

Chair in 2017. She has extensive experience

in governance, mergers and acquisitions,

taxation and financial performance of large

corporate enterprises, as well as actively

investing in small and medium enterprises

(SMEs). 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, and

Chair of The Breast Cancer Foundation

New Zealand. Justine has a Bachelor of

Commerce from the University of Auckland

and is a Fellow of Chartered Accountants of

Australia and New Zealand and a Chartered

Fellow of the Institute of Directors. In 2020

Justine was appointed a Companion of the

New Zealand Order of Merit for services to

governance and women.

2. Alison Barrass

Non-executive Director

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 is currently a director with GWA Group,

Heilala Vanilla, Lewis Road Creamery, Rockit

Global and is Chair of Tom & Luke. Alison was

previously Chair of Methven Ltd, Chair of the

Breast Cancer Research Trust and a director

of The Parenting Place. Alison has a Bachelor

of Science from the University of

Southampton and a Business Diploma in

Marketing from the University of Auckland.

1.

3.

5.

7.

4.

6.

8.

2.

40

Spark New Zealand Annual Report 2020

Our Board

3. Paul Berriman
Non-executive Director

Paul joined the Board in December 2011,

bringing over 35 years of international

experience in telecommunications, media

and convergence. Since 2002 he has been

Group Chief Technology Officer of the HKT

Trust, where he’s responsible for leading the

group’s product and technology roadmap

and strategic development. Prior to this he

was Managing Director of management

consultancy Arthur D. Little in Hong Kong and

he has held roles in Reuters and several major

Hong Kong service providers. In 2009 Paul

was recognised by the IPTV World Forum

with its Special Merit Award for Outstanding

Industry Contribution and in 2008 he was

listed as one of the Global Telecoms Business

Magazine’s top 100 “most influential persons

in telecoms”. He is a Chartered Engineer who

holds a Bachelor of Science in electro-

acoustics from the University of Salford (UK)

and a Masters in Business Administration

from the University of Hong Kong. Paul is a

Director of Rain Networks in South Africa, and

the global Next Generation Mobile Networks

Alliance of mobile network operators.

4. Warwick Bray

Non-executive Director

Warwick joined the Board in September

2019. He brings over four decades of

experience in the international

telecommunications, technology and media

sectors, most recently in senior executive

roles at Telstra. During his nine years at Telstra

up until 2018, his executive roles comprised

Chief Financial Officer, Group Managing

Director Product, Executive Director Mobile

and Head of Corporate Strategy. Earlier in

his career, he was a managing director at

JP Morgan (London) and Dresdner Kleinwort

Wasserstein (London) in telecommunications

equity research. He also worked at

McKinsey & Company 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.

5. Pip Greenwood

Non-executive Director

Pip joined the Spark Board in April 2018,

bringing significant experience in capital

markets, mergers and acquisitions,

telecommunications and governance. She

was formerly interim CEO of Russell McVeagh

and a senior partner at the firm, with over ten

years experience 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, Westpac

New Zealand, The a2 Milk Company and

a trustee of the Auckland Writers Festival.

Pip has a Bachelor of Laws from the University

of Canterbury.

6. Jolie Hodson

Chief Executive and Executive Director

Jolie joined the Board in September 2019. As

Chief Executive Officer Jolie is responsible for

ensuring Spark 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. Jolie became CEO on 1 July 2019.

Prior to that she was Spark’s Customer

Director. Jolie 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

20 years in a range of senior finance roles

for the Lion Group and Deloitte. She has a

Bachelor of Commerce from the University

of Auckland, and is a Fellow of Chartered

Accountants of Australia and New Zealand.

7. Ido Leffler

Non-executive Director

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 US based 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, and the

Co-Founder of Beach House Group – a global

consumer products solutions house. He has a

Bachelor of Business from the University of

Technology in Sydney.

8. Charles Sitch

Non-executive Director

Charles joined the Board in December 2011.

He has more than 20 years experience in

driving business strategy, having worked for

McKinsey & Company from 1987, where he

became senior director in 2010, primarily

working with CEOs and boards on strategy

and operations turnarounds, before retiring in

2010. Since 2006 he has been involved in

various new business ventures. Charles is

Chairman of the Board of Trinity College at

the University of Melbourne. He holds a

Masters in Business Administration from

Columbia Business School and a Bachelor

of Laws and a Bachelor of Commerce

from Melbourne University. He is also a

Graduate of the Australian Institute of

Company Directors.

41

Connections matterSpark New Zealand Annual Report 2020

Strategic role of the Board
Spark’s Board plays a critical role in helping

to guide and test company strategy, by

engaging in an ongoing conversation with

the Leadership Squad around key strategic

decisions. These decisions are in relation to

the long-term strategic planning and direction

of the business, including non-financial

performance and our ability to create value

in the medium and long term. This includes

customer experience, environmental, social

and governance measures.

During FY20 the Board provided oversight

and strategic support to assess the impacts

of COVID-19 on Spark’s business. Regular

briefing calls were held with management to

discuss Spark’s response, including steps

taken to protect our people and keep our

business running as a critical lifeline utility. As

the body elected by shareholders to protect

and enhance the value of Spark’s assets, the

Board has oversight of Spark’s financials and

the annual and three-year planning

processes. Board members engage in robust

discussions with management around the

strategic direction of the business to test and

ensure investment is going towards the

things that will deliver the best outcomes for

the company and shareholders. This flows

through to Spark’s remuneration policies

where there is Board involvement in setting

targets and hurdles for short-term and

long-term incentives.

The Spark Board has a strong focus on

improving diversity and inclusion across

Spark – and in particular improving a

balanced gender representation at senior

levels. This has been led by Justine Smyth in

her previous role as Chair of the HRCC and

more recently in her current role as Board

Chair. Justine and her fellow Board members

have ensured diversity and gender equality

are true priorities at Spark, have challenged

the business to set stretch targets in this

regard and have helped lay the foundations

for the culture of diversity and inclusion that is

now flourishing across the business.

Board changes

The Board appointed Warwick Bray, as a

non-executive director, and Chief Executive

Jolie Hodson, as an executive director, to the

Board effective from 23 September 2019.

Future Director

Spark also supports the Future Directors

programme and appointed its second Future

Director Ana Wight effective 1 February 2020

for a period of 12 months.

Board succession

Spark’s Board has an appropriate mix of

tenure, skills, diversity and experience. This

allows the Board to be ambitious and to

deliver on those ambitions and to enable

Spark to tackle the challenges and

opportunities of the digital era.

The Board skills matrix on the following

page outlines the qualifications, capabilities,

geographical location, tenure and gender

of each member of the Board.

There is an ongoing Board succession

programme, which is focused on finding new

directors with relevant skills and experience

that complement the diverse perspectives

already represented around the table.

Our Spark City

building in Auckland.

42

Spark New Zealand Annual Report 2020

Our Board

Board skills matrix
Justine

Smyth

Alison

Barrass

Paul

Berriman

Ido

Leffler

Charles

Sitch

Pip

Greenwood

Warwick


Bray

Jolie

Hodson

Qualifications

BCOM, FCA,

CFINSD

BSC, DIP BUS,

MARKETING

MBA, BSC,

CENG

BBSMBA, LLB,

BCOM

LLBBSC, MBABCOM, FCA

Capability

Strategic knowledge for scale telco/

technology businesses

Financial / commercial

Risk management / legal / regulatory

and/or sustainability

Customer insight / retail / brand

People leadership and culture

Listed company governance

Capital markets / capital structure

Digital / data / media / new markets

Geographical location

NZNZHong Kong

Australia


AustraliaNZAustraliaNZ

Tenure (years)

8.73.98.76.28.72.30.90.9

Gender

FFMMMFMF

The Board skills matrix identifies the predominant skills of each director. The Board has specifically limited high capability and medium

capability to both having a maximum of two areas for each director.

KEY:

HIGH CAPABILITY

MEDIUM CAPABILITY

Definitions of categories of capability:

Strategic knowledge for scale telco/

technology businesses: experience as a

senior executive in, or as a strategy

professional advisor to, large telco/

technology businesses.

Financial / commercial: a strong accounting

and finance background, most likely being

a chartered accountant, having held the

position of CFO in a significant publicly

listed company, or leadership position in

professional services/advisory firm.

Risk management / legal / regulatory

and/or sustainability: experience in

identifying and mitigating both financial

and non-financial risks / extensive legal

experience / experience with influencing

public and regulatory policy decisions and

outcomes / experience in the design and

application of sustainability frameworks.

Customer insight / retail / brand: experience

as a senior executive responsible for driving

customer experience including by effectively

using insights, optimising customer

journeys and building brand experience

for customers.

People leadership and culture: experience

as a CEO of a significant publicly listed

company or large private stand-alone

company. Leadership skills including the

ability to set appropriate organisation culture.

Listed company governance: listed

company Board experience other than

Spark, experience with sophisticated

governance structures.

Capital markets / capital structure: strong

knowledge of debt and equity capital

markets, and experience with mergers and

acquisitions / experience dealing with a

range of funding sources and capital

structuring models.

Digital / data / media / new markets:

experience as a senior executive in, or as a

professional advisor to, digital, data and/or

media business, or businesses in emerging

new markets. Experience in the use of digital

channels and the latest innovative and

digital technologies.

43

Connections matterSpark New Zealand Annual Report 2020

Our Leadership Squad
1. Melissa Anastasiou

General Counsel

As General Counsel, Melissa leads Spark’s

legal and compliance functions, providing

Spark with strategic legal and commercial

guidance, ensuring the business acts lawfully

and with the utmost integrity. She has also

played a pivotal role in leading out Spark’s

diversity and inclusion programme. Melissa

joined Spark in 2009 and undertook a range

of legal roles across the organisation before

being appointed as Group General Counsel

in 2012. Prior to joining Spark Melissa spent a

number of years as a Senior Legal Counsel

for UK mobile provider Telefonica O2. She

also has extensive experience working for

leading corporate law firms in Auckland and

the UK. Melissa has a Bachelor of Laws from

Victoria University of Wellington.

2. Matt Bain

Marketing Director

As Marketing Director Matt brings his

outstanding digital marketing and customer

experience skills to place the customer right

at the centre of Spark’s thinking and actions.

Matt was previously based in Amsterdam as

European Managing Director for agency

AKQA – one of the world’s leading innovation

and brand experience agencies, with

responsibility for 500+ employees across five

countries. Over an 18-year career Matt has

built an impeccable international reputation

with some of the world’s greatest brands –

Nike, Heineken, Mini, Rolls Royce, Siemens,

EA Sports, Audi, Phillips, Tommy Hilfiger and

KLM amongst others. He holds a Masters of

Commerce from the University of Auckland.

1.

3.

5.

7.

2.

4.

6.

8.

44

Spark New Zealand Annual Report 2020

Our Leadership Squad

3. Mark Beder
Technology Director

As Technology Director Mark steers the big

technology choices and deployments that

ensures Spark offers customers the best data

connectivity experience possible. This means

optimising the huge investments in data

networks, mobile, and IT infrastructure to set

Spark up for success and growth and enable

New Zealand’s digital future. Mark became

Chief Operating Officer in 2016, after joining

the business in 2003. Since 2003 he has

held several senior roles, including

General Manager Value Management with

responsibility for Group Procurement, IT and

network investment, management of the

Chorus relationship and mobile capacity. He

has successfully driven major initiatives and

innovation, including Spark’s Mobile network

evolution and the ongoing replacements

of the PSTN with a new Converged

Communications Network (CCN). Before

joining Spark Mark worked as a Senior

Manager for Ernst & Young Consulting in

Auckland. He has a Bachelor of Commerce

from the University of Auckland.

4. Leela Gantman

Corporate Relations Director

Leela joined Spark as Corporate Relations

Director in January 2020, bringing with her

over 18 years experience in corporate and

agency roles in New Zealand and Australia.

Prior to joining Spark Leela was Head of

Communications at Fletcher Building, and

before this External Relations Director at

beverages group Lion in Australia.

As Spark’s Corporate Relations Director Leela

is responsible for reputation management,

internal communications, government,

industry and community engagement as

well as the charitable activities of the Spark

Foundation. She also oversees the Company’s

sustainability strategy. Leela holds a Bachelor

of Arts in Communications from the University

of Technology Sydney.

5. Stefan Knight

Finance Director

Stefan was appointed Finance Director in

March 2020. Stefan has been with Spark since

2003 and has worked across a range of

finance and business performance-related

roles. He played a key role over recent years

in important Spark initiatives, including the

Turnaround and Quantum business

improvement programmes and, more

recently, was part of the leadership group that

helped shape the organisation’s move to an

Agile way of working. Stefan has held senior

roles across the business including leading

the Spark Digital Finance function and

leading reviews that drove significant

improvements in customer profitability. Prior

to that Stefan held roles in Strategy and in

Investor Relations where he managed

relationships with both debt and equity

investors. Stefan is a Chartered Accountant,

and began his career at Deloitte working

across both Audit and Corporate Finance.

Stefan has a Bachelor of Commerce in

Accounting and Finance from the University

of Auckland.

6. Grant McBeath

Customer Director

As Customer Director at Spark New Zealand

Grant leads the customer facing teams and

is focused on developing clear insight into

what customers value and helping the teams

deliver it.

Grant joined Spark in 2013 as General

Manager of Sales for the Spark Consumer

and SMB business. The role grew and he

picked up the Consumer and SME Sales,

Service and Operations teams, and he had a

period of six months as acting CEO for Spark

Home, Mobile and Business in 2018 prior to

Spark transitioning to Agile ways of working.

Prior to working for Spark, Grant held a

number of global roles at Nokia throughout

Asia, and other global roles with Chevron

Texaco, Coca-Cola and Cadbury in

New Zealand. Grant completed a BCom

at the University of Auckland, and also

completed his MBA from the Helsinki School

of Economics.

7. Heather Polglase

Human Resources Director

Heather was appointed HR Director in

September 2019. Heather joined Spark in

2013 and has over 20 years international HR

experience, with a proven track record for

business transformation, talent management,

leadership development and succession

planning across a range of industries

including FMCG, retail, hospitality,

technology and telecommunications.

At Spark, Heather has held various senior HR

positions and delivered a number of critical

initiatives, including Spark’s Leadership and

Development programme to build high-

performing teams and leaders.

Prior to joining Spark, Heather was a senior

HR leader for almost a decade within

Progressive Enterprises including two years

in Australia leading HR, Strategy & Change

Management at Dan Murphy’s. She has a

Bachelor of Business Studies Degree

(Hospitality Management) from Auckland

University of Technology.

8. Tessa Tierney

Product Director

As Product Director Tessa is responsible for

designing and delivering products and

service experiences that customers value.

Tessa is also responsible for shaping Spark’s

investments and maturing capability in digital,

IT, data and experience design to deliver on

future business needs.

Tessa joined Spark in 2015 as the Manager of

Brand, Communications and Events for Spark

Digital before moving on to become Business

Manager. In 2017, Tessa joined the team that

was responsible for successfully transitioning

Spark into an Agile organisation, and is

regarded as one of New Zealand’s leading

Agile and product development practitioners.

Tessa brings to the role more than 16 years

of experience in information and

communication technologies, having

previously held a variety of roles at Vodafone

New Zealand. She has a Diploma in

Communications Studies from Manukau

Institute of Technology.

45

Connections matterSpark New Zealand Annual Report 2020

Our governance and
risk management

Maintaining high standards

of corporate governance

The Board regularly reviews and assesses

Spark’s governance structures and processes

to ensure that they are consistent with

international best practice, in both form

and substance.

Spark has complied with the

recommendations of the NZX Corporate

Governance Code and substantially complied

with the principles and recommendations of

the ASX Corporate Governance Councils

Principles and Recommendations (4th

Edition) for the FY20 reporting period. You

can read about how we have complied with

these recommendations and principles in

Spark’s Annual Corporate Governance

Statement 2020 at: https://www.sparknz.

co.nz/about/governance

Copies of, and details about, Spark’s

corporate governance policies, practices and

processes can be found on our website at:

https://www.sparknz.co.nz/

about/governance

Non-financial performance

and reporting

In addition to our focus on strong corporate

governance, Spark seeks to present a clear

and transparent assessment of our

environmental and social performance over

the year. In FY19 we integrated elements of

the GRI Standards into our annual report. In

FY20 we strengthened this by adopting

elements of the Integrated Reporting

International <IR> Framework.

The Spark Board has endorsed this

progressive approach to building our

non-financial reporting. Members of the

Board have been involved in developing our

approach to adopting the Integrated

Reporting International <IR> Framework, and

have approved the content of this report. As

we mature our reporting approach we will

include a formal statement regarding the

Board’s involvement in the preparation and

presentation of the report in accordance with

the Integrated Reporting International

<IR> Framework.

Managing risk

Our managing risk policy and framework

helps people to manage uncertainty and

challenges as they pursue Spark’s strategy

and business objectives.

The policy, overseen by the Audit and Risk

Management Committee (ARMC), confirms

the objectives for identifying and managing

risks that can impact Spark’s organisational

performance. For clarity, organisational

performance includes all stated objectives

and targets in Spark’s strategy and business

plans. The policy also includes a confirmed

set of roles and responsibilities to clarify

what activities need to be undertaken by

each function.

The policy and framework are benchmarked

to COSO ERM 2017 (COSO), a leading

practice risk management standard.

Spark has used this standard since July

2018 when we transitioned to the Agile

Operating Model.

To achieve our purpose, Spark must successfully execute our

business strategy while maintaining high standards of

operational performance and corporate governance.

46

Spark New Zealand Annual Report 2020

Our governance and risk management

Spark’s framework is structured into five risk
management domains:

• Governance and Culture

This domain reinforces the importance of

risk management and influences how

people apply the framework. Examples

include the policy and the defined

governance structure that supports its

application across Spark.

• Strategy and Objective Setting

This domain focuses on integrating risk

management into strategy setting and

business planning. Examples include

timing the collation of risk information so

that it is considered by the Leadership

Squad when they are considering

opportunities, analysing performance

and allocating resources.

• Performance

This domain involves maintaining a

portfolio view of risks under active

management. Examples include the

principal risk profile that is maintained

and used by the Leadership Squad and

the ARMC to understand relevant risks

and how they are being managed.

• Review and Revision

This domain involves identifying and

implementing opportunities to

continuously improve risk management

practices. Examples include regular

assessments of the policy and framework.

• Information, Reporting

and Communication

This domain focuses on guiding Spark on

how to use the policy and framework.

Examples include information pages,

access to support channels and

education sessions.

All five domains working together enables a

robust system for risk management at Spark.

More information on the roles and

responsibilities are included in the table

on page 112.

The policy and framework are assessed

annually, and externally every three years to

ensure they remain effective. All assessment

results and agreed actions are shared with

the ARMC to ensure they remain informed

about the status of the policy and framework.

Spark’s principal

business risks

A principal risk update was completed in

June 2020. The principal risks identified were:

Estimating impacts and responding with

balanced judgement to COVID-19

Estimating the impacts that COVID-19 will

have on the New Zealand economy and

Spark is challenging. Risk factors include over

or under-estimating the revenue impacts and

not taking advantage of opportunities and

preserving the health and safety of our

people. Examples include maintaining

momentum in core segments and managing

customer financial hardship issues and

leading with health and safety policies that

effectively balance the needs of all

stakeholders. To mitigate this risk, Spark has

identified probable scenarios and response

plans, and tuned its performance monitoring

to track measures that indicate if anticipated

impacts are arriving so that we have early

warning signals and response options.

Continuous investment into maturing Spark’s

health and safety framework ensures that

people are at the centre of decision making

at all levels within the business.

Executing simplification projects

Spark is planning to simplify its portfolio of

products and migrate customers to new

plans. This objective introduces revenue and

customer experience risks because execution

requires cooperation by a complex set of

stakeholders (e.g. customers, regulatory

bodies, suppliers and internal teams) and

retiring legacy products is challenging.

Mitigations include further investment

in Agile maturity, and structured

governance and delivery methods for

simplification projects.

Delivering technology and network

leadership within constraints

Proven delivery methods for large projects

such as the 5G transition help de-risk new

delivery and sustain existing technology.

With a high share of operational cost, the

Technology Units will also have to continue

executing net-cost reduction while

maintaining operational standards. In

addition to cost optimisation mitigations,

technology units have strengthened

operational risk management to ensure

visibility and coordinate risk response actions.

Maintaining customer trust in our

information security and privacy controls

Evolving external threats, internal changes,

changing legislation and high expectations

from customers and stakeholders may create

delivery challenges. Security and Privacy

47

Connections matterSpark New Zealand Annual Report 2020

Managing climate-related risk
Climate change has potential to disrupt

business operations and our customers.

We have considered the requirements of

the Taskforce on Climate-related Financial

Disclosures (TCFD) in this year’s report.

Short-term risks include impacts on energy

costs, the cost of achieving our emissions

reduction targets and one-off impacts of

extreme weather events. Longer-term risks

include increasing frequency and severity of

extreme weather events, climate-related

impact on network demand and usage

patterns, including land-use change and sea

level rise.

Managing the risk of network outage and

availability of services is core to Spark’s

business. Our risk and business continuity

plans incorporate the impacts of weather-

related events which we expect to be the

biggest risk to our business from

climate change.

Climate-related regulatory risks are

evaluated in our business planning process.

We do not directly participate in the NZ

Emissions Trading Scheme. However, we are

exposed to a carbon price through our

supply chain purchasing, mainly through

electricity and fuel.

Spark also has an opportunity to create

climate-related financial value which

potentially could materially increase our

revenue. This would be through the provision

of digital services to support customers to

mitigate and adapt to climate change. We

plan to evaluate revenue opportunities as

compared to adaptation costs in future.

Information on our network efficiency and

energy consumption is included on page 33.

Information on network resilience is included

on page 24.

roadmaps jointly created with Agile Units and

strong governance involving the Leadership

Squad help to ensure that significant risks are

managed. The Security Tribe is responsible

for critical operational controls to ensure

standards and compliance are upheld. Our

Digital Trust team sets privacy frameworks

and standards that Agile Units need to apply

to maintain appropriate operational controls

for privacy.

Cost optimisation while maintaining

operational standards

While executing net cost reduction is a

strength for Spark, it needs to be done safely

so that operational delivery standards for

customers are maintained. Inherent risks

include unintended consequences from

initiatives, brand reputation damage and

accelerated regulatory intervention. To

mitigate this risk, the Leadership Squad has

established a formal delivery structure. This

structure includes strong governance and all

initiatives using road-tested execution

methodologies. Trajectory toward targets is

measured, which in turn enables intervention

and course corrections when required.

Business continuity and

crisis management

The Business Continuity and Crisis

Management Policy protects customers from

the impact of disruptive events, ensures value

generating activities are resilient and

complies with relevant external standards, for

example Civil Defence and 111 obligations.

Spark’s framework is benchmarked to

ISO22301 and ISO22313, which are

acknowledged as leading practice standards

for business continuity. The core elements of

the framework are crisis management,

incident and problem management, business

continuity plans, network and technology

disaster recovery plans, work area recovery

sites and readiness and assurance activities.

Spark’s business continuity framework

performed well when called upon in the

COVID-19 pandemic. The Leadership Squad

supported by the business were able to

navigate the rapidly evolving situation and

take steps to protect people and continue

supporting customer delivery. Pandemic

management continues to occur as discussed

in the risk section above.

48

Spark New Zealand Annual Report 2020

Our governance and risk management

Our supply chain is complex, as our direct
suppliers often have suppliers of their own.

We work hard to ensure integrity in our

supply chain, using our Supplier Code of

Conduct and regular business reviews with

key suppliers.

We also recognise the importance of doing

the right thing by our suppliers, particularly

our smaller, local suppliers. That includes

paying suppliers in a timely fashion. Our

standard payment terms are the 20th of

the month following the month of the

invoice date.

We manage supplier relationships based

on the strategic importance to Spark and

our customers. This is split across two

management frameworks – Strategic

Partnership Management and Strategic

Supplier Management. Our Strategic

Partnership Management framework is how

we partner with suppliers that directly impact

our customers. The primary goal is to

maintain, grow and seek out partnerships

that enable beneficial growth in new and

existing markets and provide value-added

services to customers.

Our Strategic Supplier Management

framework allows us to focus on key

relationships by building and maintaining

world-class services with cost leadership and

resilience as a significant focus.

Spark’s Supplier Code of Conduct

Spark is committed to sourcing our products

and services from suppliers that provide safe

working conditions, treat workers with respect

and dignity and conduct business in an

environmentally and socially responsible

manner. Our Supplier Code of Conduct sets

out the minimum standards we expect from

all of our suppliers across labour and human

rights, health and safety, environmental

sustainability and ethical business practices.

See: www.sparknz.co.nz/suppliers/

All new suppliers are requested to sign up to

the Code as part of their onboarding process.

In FY20 the only suppliers who did not sign

up to Spark’s Code were either global

suppliers that have their own code of conduct

which Spark deemed equivalent to the Spark

Code, or suppliers deemed low-risk based

on the services provided and the nature of

the supplier.

If a supplier is unable to meet the

requirements of the Code, we work with them

to implement our process of remediation

plans and timeframes. We have ongoing

conversations with suppliers that are

managed in our framework. In FY20 we

recorded no serious breaches of the Code.

The Supplier Code of Conduct was

introduced in FY18. To embed the Code we

worked with our top 100 suppliers by

contract value to ensure they were signed up

to the Code or could demonstrate they are

adhering to an existing equivalent code of

practice. We also used the Code as a basis for

four comprehensive audits of large, offshore-

based suppliers. These were significant

suppliers operating in high-risk locations,

according to FTSE4Good criteria.

In last year’s report we had committed to four

further ‘deep dive’ audits in FY20. These were

not completed. Our focus instead was on

incorporating environmental, social and

ethical considerations into our supplier

selection processes. From FY20 onwards we

are now including a scored section in our

Request for Proposal (RFP) process where we

seek information from suppliers on their

non-financial performance and credentials.

Our suppliers

Our business relies on over 2,000 local and global suppliers.

Each year we spend over $2 billion to support our business

and meet our customers’ needs.

49

Connections matterSpark New Zealand Annual Report 2020

Leadership and
Board remuneration

In April 2020 we announced that due to

COVID-19 there will be no annual salary

review increases for all Spark people,

including the Leadership Squad and fees

for the Board of Directors.

Leadership Squad

remuneration

Remuneration mix

The table below shows the standard FY20

remuneration mix for the majority of the

Leadership Squad expressed as a percentage

of fixed remuneration. The Short-Term

Incentive (STI) scheme, is expressed at target,

which is 50% of the maximum opportunity,

and the Long-Term Incentive scheme (LTI)

values represent the maximum LTI value.

Leadership Squad remuneration

Long-Term Incentive40% of base

Short-Term Incentive50% of base

SalaryBase

Fixed remuneration

All Spark employee packages – including the

CEO and Leadership Squad – include a fixed

remuneration component that is set based

on contribution, experience and market

relativities. Fixed remuneration supports the

attraction, motivation and retention of highly

skilled executives.

Fixed remuneration generally consists of

base salary. KiwiSaver sits outside fixed

remuneration and as such, KiwiSavers receive

employer contributions on top of base salary

and cash incentives. A number of Spark-

funded benefits, including medical and life

insurances, are also available to eligible

employees on top of fixed remuneration.

Short-term Incentive schemes

Spark operates a small number of short-term

incentive schemes, from monthly and

quarterly commission and sales incentive

plans, to annual cash-based short-term

incentives. Employees in specific sales

positions may have a component of their

remuneration subject to individual or

divisional sales performance targets, such

that their total remuneration potential is

directly linked to the acquisition and retention

of profitable business for Spark.

For senior leaders, including the Leadership

Squad, a component of their remuneration

package is at risk in the form of an annual

cash-based short-term incentive. Spark’s STI

scheme rewards senior leaders for the

achievement of annual performance

objectives, with payments awarded from a

fixed cash pool that is set based on overall

Spark performance against financial and/or

non-financial annual performance objectives.

The actual payment to individuals is at the

sole discretion of Spark and takes into

account contributing factors such as

performance and the performance of

individual parts of the business. The Board

will assess performance at the end of the

financial year to determine the actual

payment, which will be in the range of 0% to

200% of the target.

Spark seeks to remunerate our people with competitive salaries,

paying in line with the market so we can recruit and retain the

best talent. In keeping with our focus on customer experience,

we incorporate customer satisfaction measures into our

performance incentives.

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Spark New Zealand Annual Report 2020

Leadership and Board remuneration

Eligibility to participate in the STI scheme is
at the discretion of the company and is

targeted at individuals in senior roles who

play a significant role in driving the overall

performance of Spark.

The STI scheme rules contain a clawback

provision that allows Spark to clawback any

payments made under the STI scheme, for a

period of 12 months following the payment,

in the event of a material financial

misstatement or should it be found that the

participant committed an act of fraud that

affected the eligibility to, and amount of,

the payment.

FY20 Short-term Incentive scheme outcomes

For FY20 substantively all STI participants

shared the same Spark Group targets

comprising of EBITDAI, and Customer

Experience measures, as well as an additional

measure based on Spark Sport – RWC

performance.

The FY20 Group performance outcome,

as approved by the Board is summarised

as follows:

Performance

metric%OutcomeResult

Group EBITDAI50%41.25%

Threshold

met

Customer

Experience 30%41.75%

Above

target

Spark Sport –

RWC20%0.00%

Threshold

not met

Total100%83%

Based on the above result, the total available

funding pool for all eligible STI participants

across Spark for FY20 was $4.25 million. Total

payments cannot exceed $4.25 million.

FY21 Short-term Incentive scheme target

The mechanics of the FY21 STI will be similar

to FY20. Group results will be the main

determinate of the STI pool, with substantially

all participants sharing the same Group

measures. The FY21 Group measures will be

a combination of EBITDAI and Customer

Experience as in FY20, and an additional

measure based on our three-year strategy.

Long-term Incentive schemes

Spark believes that senior leaders should

have part of their remuneration linked to the

long-term performance of the company, so

for the Leadership Squad and a select group

of senior leaders, a long-term incentive

forms part of their remuneration package.

In FY20, the company operated one main

scheme: the Spark New Zealand Long Term

Incentive Scheme.

FY20 / FY21 Long-term Incentive scheme

For FY20, members of the Leadership Squad

(including the CEO) and selected senior

leaders were granted options under the

Spark Long-Term Incentive Scheme. Under

the scheme, participants were granted

options at the start of the three-year vesting

period. The number of options granted

equalled the gross LTI value divided by the

volume weighted average price of Spark

New Zealand shares for the 20 days prior

to the grant date. Subject to satisfaction of

the performance hurdle and continued

employment, at vesting each option

converts to a Spark share based on a zero

exercise price. If the target is not met (or

the participant leaves) then the options

simply lapse.

For FY21, members of the Leadership Squad

(including the CEO) and selected senior

leaders will be granted options under the

same scheme as FY20.

FY20 and FY21 Long-term Incentive

performance measure

Vesting of the FY20 LTI grant (September

2019 grant) is contingent on participants’

continued employment with Spark through to

September 2022 and the company achieving

a Total Shareholder Return (TSR) performance

hurdle. TSR is a measure of share price

appreciation and dividends paid over the

three-year period of the grant. The target for

this hurdle is Spark’s cost of equity plus 1%

compounding annually.

For FY21, the Long-term Incentive

performance measure remains unchanged

from FY20.

Performance evaluation

The CEO annually reviews the performance

of her direct reports. The evaluation is

undertaken using criteria set by the CEO,

including the performance of the business,

the accomplishment of strategic and

operational objectives and other non-

quantitative objectives agreed with the

HRCC at the beginning of each financial

year. The last Leadership Squad evaluations

were undertaken during June 2020.

Spark undertakes appropriate checks

before appointing someone onto the

Leadership Squad.

CEO remuneration

Remuneration policy, strategy

and governance

CEO Jolie Hodson’s remuneration package

reflects the scope and complexity of her

role and is set by the Board with reference

to the remuneration of CEOs of similarly

sized organisations.

CEO Remuneration FY20

For FY20 the CEO’s remuneration package

comprised of a fixed cash component, an

at-risk short-term incentive, and an at-risk

long-term incentive (to be awarded under the

Spark Long-term Incentive Scheme). The

construct of the CEO’s remuneration package

is such that 60% of her remuneration package

is at risk. The table below shows the at target

remuneration mix:

Long-term Incentive75% of base

Short-term Incentive75% of base

SalaryBase

The CEO is also expected to maintain a

holding of Spark shares as set out on page

104 of this report.

Remuneration components

Short-term Incentive scheme

The CEO is a participant in the Spark STI

scheme, an annual cash-based short-term

incentive, subject to the achievement of

specific performance objectives set by the

Board based on Spark’s strategy and business

plan for the respective financial year. These

objectives will be a combination of financial

and non-financial measures. For FY20 the

performance objectives and the outcomes

achieved are described earlier in this section.

Long-term Incentive scheme

For FY20 the CEO’s annual LTI was granted as

share options under the Spark Long Term

Incentive Scheme. Under the scheme

participants are granted options at the start of

the three-year vesting period. The number of

51

Connections matterSpark New Zealand Annual Report 2020

options granted equals the gross LTI value
divided by the volume weighted average

price of Spark shares for the 20 days prior to

the grant date. Subject to satisfaction of the

performance hurdle and continued

employment, at vesting each option converts

to a Spark share based on a zero exercise

price. If the target is not met (or the participant

leaves) then the rights simply lapse.

The LTI component of the CEO’s

remuneration package is designed to link

part of her remuneration to the long-term

performance of Spark, and align her interests

with those of shareholders, through the grant

of options with a post-allocation

performance hurdle.

Performance hurdle

A performance hurdle applies to long-term

incentives made to the CEO. This hurdle is

agreed by the Board and sets a minimum

level of performance that is required to be

achieved over the period of each grant, for

the LTI to be eligible to vest. For FY20, a

performance hurdle of Spark’s TSR applies.

The target for this hurdle is Spark’s cost of

equity plus 1% compounding annually.

Spark’s TSR must meet or exceed this target

over the period of the grant (from the date

the options are granted to the date three

years after that date) for the options to vest. If

Spark’s TSR does not meet this target, all of

the options will lapse. Testing to determine

whether the TSR performance hurdle has

been met will occur at the end of the vesting

period of the grant. The Board will receive

independent advice to the effect that the

performance hurdle has been met, or not

met, in determining whether the CEO can

exercise the options or whether the options

will lapse.

CEO termination

Spark may terminate the CEO’s employment

with three months notice. A payment of nine

months base remuneration will be made, plus

entitlements for annual performance

incentives and long-term incentives subject to

the rules relating to these incentives, in the

case of termination by Spark, other than for

termination for cause.

If there is a change of control that results in

the CEO no longer being the CEO of a

publicly listed company then she will be able

to terminate her employment with three

months’ notice and receive payment as if

Spark had terminated her employment.

Spark may also terminate the CEO’s

employment without notice for defined

causes, in which case she will receive no

further entitlement to any remuneration.

Board remuneration

Remuneration and strategy

The remuneration of directors is reviewed

annually by the Human Resources and

Compensation Committee (HRCC) – taking

account of the company’s size and complexity

and the responsibilities, skills, performance

and experience of the directors – with

recommendations made to the Board for

approval. Specialist independent consultants

may be engaged from time to time to provide

advice and ensure that the remuneration of

Spark’s directors is appropriate and

comparable to that of similar companies in

New Zealand and, as relevant, Australia.

Apart from the CEO, no director of Spark

receives compensation in the form of share

options or restricted shares nor do they

participate in any bonus or profit-sharing

plan. That said, non-executive directors are

expected to maintain a holding of Spark

shares as set out on page 110 of this report.

As is the case for employees, directors are

required to comply with the Insider Trading

Policy when buying or selling Spark shares

and any such transactions are disclosed to

the market.

Remuneration components

No superannuation or retirement allowance

was paid to any Spark director during FY20.

Spark does not have service contracts with

any director (apart from the CEO) that

provide for any benefits or remuneration in

the event that a director’s service with Spark is

terminated. New Zealand-based non-

executive directors are eligible for Spark-

funded medical insurance, and all non-

executive directors are also eligible for

Spark-funded life insurance.

Our team of talented

and diverse people are

the heart of our business.

52

Spark New Zealand Annual Report 2020

Leadership and Board remuneration

Section 4: Liabilities and equity
4 .1Payables, accruals and provisions

79

4.2Lease liabilities

80

4.3Debt

82

4.4Capital risk management

83

4.5Equity and dividends

84

Section 5: Financial instruments

5 .1Derivatives and hedge accounting

86

5.2Financial risk management

90

Section 6: Other information

6 .1Income tax

93

6.2Employee share schemes

94

6.3Related party transactions

95

6.4Subsidiaries

96

6.5Reconciliation of net earnings to net cash flows

from operating activities

97

6.6Commitments and contingencies

97

Independent auditor’s report98

Financial statements54

Notes to the financial statements58

Section 1: General information

1.1About this report

58

1.2Key estimates and assumptions

58

1.3Significant transactions and events in the

financial year

59

Section 2: Financial performance information

2 .1Segment information

61

2.2Operating revenues and other gains

62

2.3Operating expenses

65

2.4

Finance income, finance expense, depreciation,

amortisation and net investment income

66

2.5Non-GAAP measures

67

Section 3: Assets

3 .1Receivables and prepayments

68

3.2Inventories

71

3.3Long-term investments

72

3.4Right-of-use assets

73

3.5Leased customer equipment assets

74

3.6Property, plant and equipment

75

3.7Intangible assets

77

3.8Net tangible assets

78

Financial statements

53

Connections matterSpark New Zealand Annual Report 2020

Statement of profit or loss and other comprehensive income
YEAR ENDED 30 JUNE

20202019

NOTES$M$M

Operating revenues and other gains2.2 3,623 3,533

Operating expenses2.3 (2,510) (2,443)

Earnings before finance income and expense, income tax, depreciation,

amortisation and net investment income (EBITDAI) 1,113 1,090

Finance income2.4 36 37

Finance expense2.4 (94) (85)

Depreciation and amortisation2.4 (479) (477)

Net investment income2.4 1 14

Net earnings before income tax 577 579

Income tax expense6.1 (150) (170)

Net earnings 427 409

Other comprehensive income

Items that will not be reclassified to profit or loss:

Revaluation of long-term investments designated at fair value through

other comprehensive income3.3 91 87

Items that may be reclassified to profit or loss:

Cash flow hedges net of tax5.1 (35) (59)

Other comprehensive income 56 28

Total comprehensive income 483 437

Earnings per share

Basic and diluted earnings per share (cents) 23.2 22.3

Weighted average ordinary shares (millions) 1,837 1,836

Weighted average ordinary shares and options (millions) 1,838 1,836

See accompanying notes to the financial statements.

Financial statements

54

Spark New Zealand Annual Report 2020

Financial statements

Statement of financial position
AS AT

30 JUNE 2020

AS AT

30 JUNE 2019

NOTES$M$M

Current assets

Cash 53 54

Short-term receivables and prepayments3.1 777 755

Short-term derivative assets5.1 1 2

Inventories3.2 96 100

Taxation recoverable 1 –

Total current assets 928 911

Non-current assets

Long-term receivables and prepayments3.1 284 291

Long-term derivative assets5.1 60 32

Long-term investments3.3 308 182

Right-of-use assets3.4 698 625

Leased customer equipment assets3.5 86 55

Property, plant and equipment3.6 1,015 1,012

Intangible assets3.7 968 987

Total non-current assets 3,419 3,184

Total assets 4,347 4,095

Current liabilities

Short-term payables, accruals and provisions4.1 463 447

Taxation payable 44 19

Short-term derivative liabilities5.1 5 14

Short-term lease liabilities4.2 41 31

Debt due within one year4.3 228 433

Total current liabilities 781 944

Non-current liabilities

Long-term payables, accruals and provisions4.181 68

Long-term derivative liabilities5.1 156 111

Long-term lease liabilities4.2 531 459

Long-term debt4.3 1,244 962

Deferred tax liabilities6.1 61 86

Total non-current liabilities 2,073 1,686

Total liabilities 2,854 2,630

Equity

Share capital 949 945

Reserves (353) (409)

Retained earnings 897 929

Total equity 1,493 1,465

Total liabilities and equity 4,347 4,095

See accompanying notes to the financial statements.

On behalf of the Board


Justine Smyth, CNZM Jolie Hodson

Chair Chief Executive

Authorised for issue on 26 August 2020

55

Connections matterSpark New Zealand Annual Report 2020

Statement of changes in equity
SHARE

CAPITAL

RETAINED

EARNINGS

HEDGE

RESERVE

SHARE-BASED

COMPEN-

SATION

RESERVE

REVALUATION

RESERVE

FOREIGN

CURRENCY

TRANSLATION

RESERVETOTAL

YEAR ENDED 30 JUNE 2020NOTE$M$M$M$M$M$M$M

Balance at 1 July 2019 945 929 (85) 2 (303) (23) 1,465

Net earnings - 427 – – – – 427

Other comprehensive income/(loss) - – (35) – 91 – 56

Total comprehensive income/(loss) - 427 (35) – 91 – 483

Contributions by, and distributions to, owners:

Dividends4.5 - (459) – – – – (459)

Supplementary dividends - (39) – – – – (39)

Tax credit on supplementary dividends - 39 – – – – 39

Issuance of shares under share schemes 4 – – – – – 4

Total transactions with owners 4 (459) – – – – (455)

Balance at 30 June 2020 949 897 (120) 2 (212) (23) 1,493

SHARE

CAPITAL

RETAINED

EARNINGS

HEDGE

RESERVE

SHARE-BASED

COMPEN-

SATION

RESERVE

REVALUATION

RESERVE

FOREIGN

CURRENCY

TRANSLATION

RESERVETOTAL

YEAR ENDED 30 JUNE 2019NOTE$M$M$M$M$M$M$M

Balance at 1 July 2018 941 979 (26) 2 (390) (23) 1,483

Net earnings – 409 – – – – 409

Other comprehensive income/(loss) – – (59) – 87 – 28

Total comprehensive income/(loss) – 409 (59) – 87 – 437

Contributions by, and distributions to, owners:

Dividends4.5 – (459) – – – – (459)

Supplementary dividends – (42) – – – – (42)

Tax credit on supplementary dividends – 42 – – – – 42

Issuance of shares under share schemes 4 – – – – – 4

Total transactions with owners 4 (459) – – – – (455)

Balance at 30 June 2019 945 929 (85) 2 (303) (23) 1,465

See accompanying notes to the financial statements.

56

Spark New Zealand Annual Report 2020

Financial statements

Statement of cash flows
YEAR ENDED 30 JUNE

20202019

NOTES$M$M

Cash flows from operating activities

Receipts from customers 3,594 3,424

Receipts from interest 34 35

Receipts from dividends – 15

Payments to suppliers and employees (2,497) (2,483)

Payments for income tax (140) (135)

Payments for interest on debt (52) (45)

Payments for interest on leases (30) (30)

Payments for interest on leased customer equipment assets (6) (4)

Net cash flows from operating activities6.5 903 777

Cash flows from investing activities

Proceeds from sale of property, plant and equipment 13 1

Proceeds from sale of business 23 –

Proceeds from long-term investments – 2

Payments for purchase of business (11) –

Payments for, and advances to, long-term investments (35) (6)

Payments for purchase of property, plant and equipment, intangibles and capacity (393) (415)

Payments for capitalised interest (8) (8)

Net cash flows from investing activities (411) (426)

Cash flows from financing activities

Net proceeds from debt4.4 30 154

Receipts from finance leases 6 6

Payments for dividends (459) (459)

Payments for leases (42) (36)

Payments for leased customer equipment assets (28) (17)

Net cash flows from financing activities (493) (352)

Net cash flows (1) (1)

Opening cash position 54 55

Closing cash position 53 54

See accompanying notes to the financial statements.

57

Connections matterSpark New Zealand Annual Report 2020

Notes to the financial statements: General informationNotes to the financial statements: General information
Section 1

General information

1.1 About this report

Reporting entity

These financial statements are for Spark New Zealand Limited (the

Company) and its subsidiaries (together ‘Spark’ or ‘the Group’).

Spark is a major supplier of telecommunications and digital

services in New Zealand. Spark provides a full range of

telecommunications, information technology, media and other

digital products and services, including: mobile services; voice

services; broadband services; internet TV; cloud, security and

service management services; procurement and partner services

and managed data, networks and services.

The Company is incorporated and domiciled in New Zealand,

registered under the Companies Act 1993 and is an FMC reporting

entity under the Financial Markets Conduct Act 2013. The Company

is listed on the New Zealand Main Board equity security market and

the Australian Securities Exchange and the address of its registered

office is Spark City, 167 Victoria Street West, Auckland 1010,

New Zealand.

Basis of preparation

The financial statements have been prepared in accordance with

Generally Accepted Accounting Practice in New Zealand (‘NZ

GAAP’). They comply with New Zealand equivalents to International

Financial Reporting Standards (‘NZ IFRS’) and other applicable

Financial Reporting Standards, as appropriate for profit-oriented

entities. The financial statements also comply with International

Financial Reporting Standards (‘IFRS’).

The measurement basis adopted in the preparation of these

financial statements is historical cost, modified by the revaluation of

certain investments and financial instruments, as identified in the

accompanying notes. These financial statements are expressed in

New Zealand dollars, which is Spark’s functional and presentation

currency. All financial information has been rounded to the nearest

million, unless otherwise stated.


Certain comparative information

has been updated to conform with the current year’s presentation.

The principal accounting policies applied in the preparation of

these financial statements are set out in the accompanying notes

where an accounting policy choice is provided by NZ IFRS. A policy

is also included when it is new, has changed, is specific to Spark’s

operations, is significant or is material. Where NZ IFRS does not

provide an accounting policy choice, Spark has applied the

requirements of NZ IFRS but a detailed accounting policy is

not included.

New and amended standards adopted by Spark

Early adoption of Definition of Material (Amendments to NZ

IAS 1 and NZ IAS 8)

Spark early adopted amendments to NZ IAS 1 Presentation of

Financial Statements and NZ IAS 8 Accounting Policies, Changes in

Accounting Estimates and Errors from the year ended 30 June

2019. The amendments clarify the definition of ‘material’ in respect

of information in the financial statements and notes that information

is material if omitting, misstating or obscuring it could reasonably

be expected to influence decisions that the primary users of

general-purpose financial statements make on the basis of those

financial statements, which provide financial information about a

specific reporting entity. Spark has used this amended definition of

material in determining the disclosures to be included within these

financial statements.

1.2 Key estimates and assumptions

The preparation of these financial statements requires management

to make estimates and assumptions. These affect the amounts of

reported revenues and expenses and the measurement of

assets and liabilities as at 30 June. Actual results could differ from

these estimates.

The principal areas of judgement and estimation for Spark

in preparing these financial statements are found in the

following notes:

• Note 2.2 Operating revenues and other gains

• Note 3.1 Receivables and prepayments

• Note 3.4 Right-of-use assets

• Note 3.6 Property, plant and equipment

• Note 3.7 Intangible assets

• Note 4.2 Lease liabilities.

58

Spark New Zealand Annual Report 2020

Notes to the financial statements

1
1.3 Significant transactions and events in the

financial year

The following significant transactions and events affected the

financial performance and financial position of Spark for the year

ended 30 June 2020:

Debt programme (see note 4.3)

• On 18 September 2019 Spark issued A$125 million of unsecured

and unsubordinated fixed-rate bonds with a coupon rate of

2.60% maturing on 18 March 2030.

• On 25 October 2019, $250 million of unsecured fixed-rate bonds

with a coupon rate of 5.25% matured.

• On 2 April 2020 Spark established two new committed revolving

bank facilities; $75 million with Westpac New Zealand Limited

and $75 million with ANZ Bank New Zealand Limited. These

facilities will mature on 2 October 2021.

• On 6 April 2020, GBP18 million of unsecured and

unsubordinated fixed-rate medium term notes with a coupon

rate of 5.75% matured.

• On 5 June 2020 Spark issued A$100 million of unsecured and

unsubordinated fixed-rate bonds with a coupon rate of 1.90%

maturing on 5 June 2026.

Other payables (see note 4.1)

• On 24 June 2020 Spark entered into a repurchase arrangement

whereby $25 million of network equipment was sold to a third

party and immediately repurchased at the sale price plus a fee

on deferred payment terms over 18 months.

Long-term investments (see note 3.3)

• On 30 June 2020, TPG Telecom Limited (formerly Vodafone

Hutchinson Australia) announced that it has been admitted to the

Australian Stock Exchange (ASX) and that on 13 July 2020 it will

merge with TPG Corporation Limited (formerly TPG Telecom

Limited). As at 30 June 2020 the fair value of Spark’s investment

was $247 million and the increase of $91 million during the year

has been recognised within other comprehensive income.

• Spark’s net earnings for the year includes $1 million from our

share of the net profits of associates and joint ventures.

Capital expenditure (see notes 2.5, 3.4, 3.6 and 3.7)

• Spark’s additions to property, plant and equipment, intangible

assets (excluding spectrum) and capacity right-of-use assets were

$374 million, details of which are provided in notes 3.4, 3.6 and

3.7 and on page 15 of this annual report.

Dividends (see note 4.5)

• Dividends paid during the year ended 30 June 2020 in relation

to the H2 FY19 second-half dividend (ordinary dividend of

11 cents per share and special dividend of 1.5 cents per share)

and H1 FY20 first-half dividend (ordinary dividend of 12.5 cents

per share) totalled $459 million or 25.0 cents per share.

Divestments (see note 2.2)

• On 31 January 2020 Spark sold its entertainment streaming

business Lightbox New Zealand Limited (Lightbox) to Sky

Network Television Limited.

• On 31 January 2020 Computer Concepts Limited (CCL), Spark’s

wholly owned provider of cloud and ICT services, completed the

transaction to divest the operational parts of its network services

division (which were duplicated elsewhere in the Group).

Acquisitions (see note 3.7)

• On 5 September 2019 Spark’s subsidiary Qrious Limited

completed the acquisition of NOW Consulting, the

New Zealand-based data consulting division of WhereScape

Software, which gives a unique data and analytics offering in the

New Zealand market.

Southern Cross NEXT Cable (see note 3.3)

• On 1 October 2019 Spark announced that agreements had been

signed and regulatory approvals received for the build of the

Southern Cross NEXT undersea data cable (SX NEXT) and the

introduction of Telstra as a 25% shareholder of Southern Cross

and anchor customer of SX NEXT. SX NEXT has been developed

as an extension of the existing Southern Cross cable ecosystem.

When completed it is expected to be the lowest latency path

from Australia and New Zealand to the United States.

• Spark’s shareholding in Southern Cross has reduced from 50% to

approximately 40% as a result of Telstra becoming a shareholder.

• The SX NEXT build commenced during FY20, although progress

has been interrupted due to the COVID-19 pandemic.

• Spark contributed $22 million of equity during FY20 and may

need to contribute additional equity depending on the level of

SX NEXT pre-sales that are secured. No further equity

contributions are expected to be made in FY21.

• No dividends were received from Southern Cross during FY20.

Dividends have been suspended for the duration of the SX NEXT

build phase and are not expected to resume until FY23.

Changes in segments (see note 2.1)

• Spark has reclassified the comparative segment results to reflect

minor changes in the management of videoconferencing and

other collaboration services from voice to managed data,

networks and services.

59

Connections matterSpark New Zealand Annual Report 2020

Notes to the financial statements: General information
Impact of COVID-19

On 11 March 2020 the World Health Organisation declared a global pandemic due to the outbreak of COVID-19. On 25 March 2020

New Zealand entered Government-directed Alert-Level 4 lockdown resulting in the shut down in all but essential services until 27 April

2020. The supply of telecommunications and digital services is considered an essential service therefore Spark was able to continue

trading throughout all alert levels, with restrictions around retail stores.

The table below provides an assessment of the impact of COVID-19 on Spark’s statement of financial position.

ITEMCOVID-19 ASSESSMENTNOTE

Cash No impact to the carrying value held.

Receivables and

prepayments

Spark has recognised an additional $6 million expected credit loss provision primarily driven by

the additional risk arising from forecasts in future economic conditions. Contract assets have

been reviewed for impairment in respect of contracts that may become onerous as a result of

COVID-19 and none have been identified.

3.1

Inventories Content rights in relation to events postponed due to COVID-19 and goods held for resale are

not considered to be impaired at balance date.

3.2

Long-term investmentsWhere investments are accounted for at fair value the carrying value reflects the share price at

balance date. All remaining investments are equity accounted for. No investments are

considered impaired as a result of COVID-19.

3.3

Property, plant and

equipment

Spark’s assets are held at cost less accumulated depreciation. Spark has not identified any

indicators that these assets are impaired as a result of COVID-19.

3.6

Intangible assets Spark has performed an impairment assessment of goodwill using a COVID-19 adjusted

forecast. No impairment was recognised following this assessment.

3.7

Lease liabilities As a result of COVID-19 Spark received a number of rent concessions. Spark has elected, as a

practical expedient under NZ IFRS 16, not to assess whether particular rent concessions

occurring as a direct consequence of COVID-19 are lease modifications and instead accounted

for those rent concessions directly in the statement of profit or loss.

4.2

DebtDebt is held at amortised cost plus, for hedged liabilities that are in a fair value hedging

relationship, adjustments for fair value changes attributable to the risk being hedged. Interest

rates and foreign exchange rates have been impacted by COVID-19 and reflected in the

carrying value at balance date.

4.3

Derivative financial

instruments

COVID-19 has impacted interest rates, foreign exchange rates and electricity prices. Derivatives

are recorded at fair value; the carrying value reflects these changes at balance date.

5.1

Taxation

The reintroduction of depreciation allowances for commercial building structures impacts

deferred tax assets and tax expense estimates for future periods.

6.1

1.3 Significant transactions and events in the financial year (continued)

60

Spark New Zealand Annual Report 2020

Notes to the financial statements

2
Section 2 Financial performance information

2.1 Segment information

The segment results disclosed are based on those reported to the Chief Executive and are how Spark reviews its performance.

Spark’s segments are measured based on product margin, which includes product operating revenues and direct product costs.

The segment result excludes other gains, labour, operating expenses, depreciation and amortisation, net investment income, finance

income and expense and income tax expense, as these are assessed at an overall Group level by the Chief Executive.

Comparative segment results

Spark has reclassified the comparative segment results to reflect minor changes in the management of videoconferencing and other

collaboration services from voice to managed data, networks and services. There is no change to the overall Spark reported result because

of these changes.

20202019

OPERATING

REVENUESPRODUCT COSTS

PRODUCT

MARGIN

OPERATING

REVENUESPRODUCT COSTS

PRODUCT

MARGIN

YEAR ENDED 30 JUNE$M$M$M$M$M$M

Mobile 1,288 (459) 829 1,271 (496) 775

Voice 391 (146) 245 441 (159) 282

Broadband 680 (339) 341 685 (341) 344

Cloud, security and service management 443 (90) 353 400 (73) 327

Procurement and partners 408 (362) 46 365 (322) 43

Managed data, networks and services 248 (119) 129 242 (110) 132

Other operating revenues 130 (82) 48 114 (63) 51

Segment result 3,588 (1,597) 1,991 3,518 (1,564) 1,954

Reconciliation from segment product margin to consolidated net earnings before income tax

20202019

YEAR ENDED 30 JUNE$M$M

Segment product margin1,9911,954

Other gains3515

Labour(511)(475)

Other operating expenses (note 2.3)(402)(404)

Earnings before finance income and expense, income tax, depreciation, amortisation and net investment

income (EBITDAI)1,1131,090

Finance income3637

Finance expense(94)(85)

Depreciation and amortisation(479)(477)

Net investment income114

Net earnings before income tax577579

Notes to the financial statements: Financial performance information

61

Connections matterSpark New Zealand Annual Report 2020

Notes to the financial statements: Financial performance information
2.2

Operating revenues and other gains

The accounting policies specific to Spark’s operating revenues are outlined below:

Contracts with customers

Spark records revenue from contracts with customers in accordance with the five steps in NZ IFRS 15:

1. Identify the contract with a customer;

2. Identify the performance obligations in the contract;

3. Determine the transaction price, which is the total consideration provided by the customer;

4. Allocate the transaction price amount to the performance obligations in the contract based on their relative stand-alone selling

prices; and

5. Recognise revenue when or as the performance obligation is satisfied.

Spark often provides products and services in bundled arrangements (for example, a broadband modem together with a broadband

service). Where multiple products or services are sold in a single arrangement, revenue is recognised in relation to each distinct good or

service. A product or service is distinct where, amongst other criteria, a customer can benefit from it on its own or together with other

resources that are readily available. Revenue is allocated to each distinct product or service in proportion to its stand-alone selling price

and recognised when, or as, control is transferred to the customer.

Where contracts require the customer to commit to a minimum level of service or a minimum monthly payment amount that cannot be

decreased without terminating the contract, revenue is allocated to performance obligations using the minimum enforceable rights and

obligations and any excess amount is recognised as revenue as it is earned.

Generally, control for products is transferred and revenue recognised at the point in time it is delivered to the customer and for services,

control is transferred, and revenue recognised, over time as the service is provided. These services are typically provided, and thus

recognised, on a monthly basis. Control of products is typically transferred when the customer has physical possession of the goods. The

nature of the various performance obligations in our contracts with customers and when revenue is recognised is outlined below:

PERFORMANCE OBLIGATIONS

FROM CONTRACTS WITH CUSTOMERS

TIMING OF SATISFACTION

OF THE PERFORMANCE OBLIGATION AND PAYMENT

Mobile services, broadband services, media services, cloud,

security and service management services, managed data services

and rental of equipment

As the service is provided (usually monthly). Generally billed and

paid on a monthly basis.

Usage, other optional or non-subscription services, and pay-per-

use services

As the service is provided. Generally billed and paid on a

monthly basis.

Fixed modems, mobile handsets and other distinct goodsWhen control is passed to the customer, generally when the

customer takes possession of the goods. For goods sold in

packages or on interest-free terms, customers usually pay in equal

instalments over 6 to 36 months.

Installation or set-up services (where distinct)As the service is provided. Generally billed and paid following the

provision of the service.

Performance obligations, where Spark acts as an agent, includes some third-party media services and certain cloud, security and service

management contracts. Contracts with significant payment terms include those that have goods that were purchased on interest-free

payment terms of greater than 12 months.

62

Spark New Zealand Annual Report 2020

Notes to the financial statements

2
20202019

YEAR ENDED 30 JUNE

$M$M

Operating revenues

Mobile 1,288 1,271

Voice 391 441

Broadband 680 685

Cloud, security and service management 443 400

Procurement and partners 408 365

Managed data, networks and services 248 242

Other operating revenues 130 114

3,588 3,518

Other gains

Net gain on sale of long-term investments/businesses 5 2

Gain on sale and exchange of property, plant and equipment and intangibles 28 11

Gain on lease modifications and terminations 2 2

35 15

Total operating revenues and other gains 3,623 3,533

Other gains

In the year ended 30 June 2020 other gains includes a net $5 million gain from the sale of the operational parts of the network services

division of Computer Concepts Limited (CCL) Spark’s wholly owned subsidiary and the sale of Spark’s entertainment streaming business

Lightbox, $16 million from the sale of property, plant and equipment (primarily in relation to mobile network equipment), $12 million gain

on exchange of intangible assets (primarily spectrum assets) and gains from lease modifications and terminations of $2 million.

In the year ended 30 June 2019 other gains comprised a $2 million gain from the sale of Feenix Communications Limited, $11 million from

the sale of property, plant and equipment (primarily in relation to mobile network equipment) and gains from lease modifications and

terminations of $2 million.

2.2 Operating revenues and other gains (continued)

63

Connections matterSpark New Zealand Annual Report 2020

Notes to the financial statements: Financial performance information
Key estimates and assumptions

Determining the transaction price

Determining the transaction price of Spark’s contracts requires judgement in estimating the amount of revenue we expect to be

entitled to for delivering the performance obligations within a contract. The transaction price is the amount of consideration that

is enforceable and to which we expect to be entitled in exchange for the goods and services we have promised to our customer.

We determine the transaction price by considering the terms of the contract and business practices that are customary within that

product, as well as adjusting the transaction price for estimated variable consideration and for any effects of the time value of

money. The expected value or most likely amount methods are used to determine variable consideration and any amount where

it is determined that it is highly probable a revenue reversal will not subsequently occur is included in the transaction price. In

making this determination, consideration is given to the likelihood and potential magnitude of the revenue reversal, as well as

factors outside of Spark’s influence, the time when the uncertainty is expected to be resolved and Spark’s experience with similar

types of contracts. Judgement is required to determine the discount rate underlying any time value of money calculations, as well

as whether the financing component in a contract is significant. Discounts, rebates, refunds, credits, price concessions, incentives,

penalties and other similar items are reflected in the transaction price at contract inception.

Determining the stand-alone selling price and the allocation of the transaction price

Determining the stand-alone selling price of performance obligations and the allocation of the transaction price between

performance obligations involves judgement. The transaction price is allocated to performance obligations based on the relative

stand-alone selling prices of the distinct goods or services in the contract. The best evidence of a stand-alone selling price is the

observable price of a good or service when the entity sells that good or service separately in similar circumstances and to similar

customers. If a stand-alone selling price is not directly observable, we estimate the stand-alone selling price taking into account

reasonably available information relating to the market conditions, entity-specific factors and the class of customer. In

determining the stand-alone selling price, we allocate revenue between performance obligations based on expected minimum

enforceable amounts to which Spark is entitled. Any amounts above the minimum enforceable amounts are recognised as

revenue as they are earned.

Distinct goods and services

We make judgements in determining whether a promise to deliver goods or services is considered distinct. We account for

individual products and services separately if they are distinct (i.e. if a product or service is separately identifiable from other

items in the bundled package and if the customer can benefit from it). The consideration is allocated between separate products

and services in a bundle based on their stand-alone selling prices.

Timing of satisfaction of performance obligations

We make judgements in determining whether performance obligations are satisfied over time or at a point in time, as well as the

methods used for measuring progress towards completed satisfaction of performance obligations. Revenue for performance

obligations satisfied over time is recognised using the resources consumed by customers method or the time-elapsed method,

as these best depict the transfer of goods or services to customers. Revenue for performance obligations satisfied at a point in

time is recognised when control of the good or service is transferred to the customer, which is typically when the customer takes

possession of the good.

2.2 Operating revenues and other gains (continued)

64

Spark New Zealand Annual Report 2020

Notes to the financial statements

2
2.3 Operating expenses

20202019

YEAR ENDED 30 JUNE$M$M

Product costs 1,597 1,564

Labour 511 475

Other operating expenses

Network support costs 65 61

Computer costs 98 93

Accommodation costs 63 67

Advertising, promotions and communication 78 87

Bad debts 17 12

Impairment expense 2 3

Other 79 81

Total other operating expenses 402 404

Total operating expenses 2,510 2,443

Cost of inventories recognised as an expense

The cost of inventories recognised as an expense in relation to broadband modems, mobile devices and other accessories was

$353 million (30 June 2019: $391 million).

Lease expenses

Expenses relating to short-term leases and leases of low-value assets were $8 million (30 June 2019: $6 million). Rent concessions of

$2 million were received as a result of COVID-19 and treated as a reduction of expenses.

Donations

Donations for the year ended 30 June 2020 were $2,306,000, comprised of Spark’s donation to Spark Foundation of $2,249,000 and other

donations of $57,000 (30 June 2019: $2,246,000, comprised of Spark’s donation to the Spark Foundation of $2,207,000 and other

donations of $39,000). Spark made no donations to political parties in the years ended 30 June 2020 or 30 June 2019.

Auditor’s remuneration

20202019

YEAR ENDED 30 JUNE$’000$’000

Audit of financial statements

Audit and review of financial statements

1

1,096 1,085

Other services

Regulatory audit work

2

65 54

Other assurance services

3

– 121

Other non-assurance services

4

10 –

Total fees paid to auditor 1,171 1,260

1 The audit fee includes fees for both the annual audit of the financial statements and the review of the interim financial statements.

2 Regulatory audit work consists of the audit of telecommunications-related regulatory disclosures and reporting on trust deed requirements and solvency returns.

3 Other assurance services relate to reporting on other compliance services.

4 Other non-assurance services relate to tax services.

65

Connections matterSpark New Zealand Annual Report 2020

Notes to the financial statements: Financial performance information
2.4

Finance income, finance expense, depreciation, amortisation and net investment income

20202019

YEAR ENDED 30 JUNENOTES$M$M

Finance income

Finance lease interest income 13 14

Other interest income 23 23

36 37

Finance expense

Finance expense on long-term debt

1

(53) (48)

Lease interest expense4.2 (31) (30)

Leased customer equipment interest expense (6) (4)

Other interest and finance expenses (12) (11)

(102) (93)

Plus: interest capitalised

2

8 8

(94) (85)

Depreciation and amortisation expense

Depreciation - property, plant and equipment3.6 (233) (246)

Depreciation - right-of-use assets3.4 (64) (56)

Depreciation - leased customer equipment assets3.5 (27) (18)

Amortisation - intangible assets3.7 (155) (157)

(479) (477)

Net investment income

Dividend income – 15

Share of associates’ and joint ventures’ net losses3.3 1 (1)

1 14

1 Includes $8 million transferred from the cash flow hedge reserve for the year ended 30 June 2020 (30 June 2019: $3 million).

2 Interest was capitalised on property, plant and equipment and intangible assets under development for the year ended 30 June 2020 at an annualised rate

of 4.4% (30 June 2019: 4.2%).

66

Spark New Zealand Annual Report 2020

Notes to the financial statements

2
2.5 Non-GAAP measures

Spark uses non-GAAP financial measures that are not prepared in accordance with New Zealand Equivalents to International Financial

Reporting Standards (‘NZ IFRS’). Spark believes that these non-GAAP financial measures provide useful information to readers to assist in

the understanding of the financial performance, financial position or returns of Spark. These measures are also used internally to evaluate

performance of products, to analyse trends in cash-based expenses, to establish operational goals and allocate resources. However, they

should not be viewed in isolation, nor considered as a substitute for measures reported in accordance with NZ IFRS, as they are not

uniformly defined or utilised by all companies in New Zealand or the telecommunications industry.

Spark’s policy is to present ‘adjusted EBITDAI’ and ‘adjusted net earnings’ when a financial year includes significant items (such as gains,

expenses and impairments) greater than $25 million. There are no adjusting items for the years ended 30 June 2020 or 30 June 2019.

Earnings before finance income and expense, income tax, depreciation, amortisation and net investment

income (EBITDAI)

Spark calculates EBITDAI by adding back depreciation and amortisation, finance expense and income tax expense and subtracting finance

income and net investment income (which includes dividend income and Spark’s share of net profits or losses from associates and joint

ventures) to net earnings. A reconciliation of Spark’s EBITDAI is provided below and based on amounts taken from, and consistent with,

those presented in these financial statements.

20202019

YEAR ENDED 30 JUNE$M$M

Net earnings reported under NZ IFRS 427 409

Less: finance income (36) (37)

Add back: finance expense 94 85

Add back: depreciation and amortisation 479 477

Less: net investment income (1) (14)

Add back: income tax expense 150 170

EBITDAI 1,113 1,090

Capital expenditure

Capital expenditure is the additions to property, plant and equipment and intangible assets (excluding goodwill, acquisitions and other

non-cash additions that may be required by NZ IFRS, such as decommissioning costs) and additions to capacity right-of-use assets where

such additions are paid up front.

20202019

YEAR ENDED 30 JUNENOTES$M$M

Additions to property, plant and equipment3.6 242 217

Additions to intangible assets3.7 134 189

Additions to capacity right-of-use assets3.4 11 11

Capital expenditure including spectrum 387 417

Less spectrum additions3.7 (13)–

Capital expenditure excluding spectrum 374 417

67

Connections matterSpark New Zealand Annual Report 2020

Notes to the financial statements: Assets
Section 3

Assets

3.1 Receivables and prepayments

20202019

AS AT 30 JUNE$M$M

Short-term receivables and prepayments

Trade receivables 289 335

Prepayments 140 93

Short-term unbilled revenue 231 234

Short-term contract assets 11 15

Short-term contract costs 47 47

Short-term finance lease receivables 16 12

Other short-term receivables 43 19

777 755

Long-term receivables and prepayments

Long-term unbilled revenue 52 50

Long-term contract costs 66 81

Long-term finance lease receivables 144 144

Other long-term receivables 22 16

284 291

Amounts are stated at their net carrying value, including expected credit loss allowance provisions. The fair value of finance lease

receivables is estimated to be $163 million (30 June 2019: $255 million) and the carrying amount of all other receivables, measured at

amortised cost, are approximately equivalent to their fair value because of the short term to maturity.

Contract assets

Contract assets primarily relate to Spark’s rights to consideration for performance obligations delivered but not billed at the reporting date.

Contract assets are transferred to receivables when the rights become unconditional. The following summarises significant changes in

those balances:

20202019

YEAR ENDED 30 JUNE$M$M

Opening balance as at 1 July 15 29

Additions from new contracts with customers, net of terminations and renewals 17 26

Transfer of contract assets to trade receivables (21) (40)

Closing balance as at 30 June 11 15

68

Spark New Zealand Annual Report 2020

Notes to the financial statements

3
Contract costs

Contract costs include costs to obtain a contract (such as commission costs) and costs to fulfil a contract. These costs are expected to be

recovered and are therefore initially deferred and then recognised within operating expenses on a systematic basis that is consistent

with the transfer to the customer of the goods or services to which the asset relates. The following summarises significant changes in

those balances:

20202019

COSTS TO

OBTAIN A

CONTRACT

COSTS TO

FULFIL A

CONTRACTTOTAL

COSTS TO

OBTAIN A

CONTRACT

COSTS TO

FULFIL A

CONTRACTTOTAL

YEAR ENDED 30 JUNE$M$M$M$M$M$M

Opening balance as at 1 July 37 91 128 41 80 121

Additions 12 25 37 17 37 54

Amortisation recognised in operating expenses (21) (31) (52) (21) (26) (47)

Closing balance as at 30 June 28 85 113 37 91 128

Short-term contract costs 15 32 47 18 29 47

Long-term contract costs 13 53 66 19 62 81

Key estimates and assumptions

Determining the costs we incur to obtain or fulfil a contract that meet the deferral criteria within NZ IFRS 15 requires us to make

significant judgements. Further, where such costs can be deferred, determining the appropriate amortisation period to recognise

the costs within operating expenses requires management judgement, including assessing the expected average customer

tenure for consumer customers and the expected contract term for enterprise customers.

Expected credit loss allowance provision

Movements in the loss allowance provision are as follows:

20202019

YEAR ENDED 30 JUNE$M$M

Opening balance as at 1 July 30 31

Charged to costs and expenses

1

24 19

Bad debts recovered (4) (5)

Utilised(19)(15)

Closing balance as at 30 June 31 30

1 Includes $6 million reflecting increased expected credit losses above our standard provisioning policies primarily as a result of COVID-19.

3.1 Receivables and prepayments (continued)

69

Connections matterSpark New Zealand Annual Report 2020

Notes to the financial statements: Assets
Spark has applied the simplified approach to providing for expected credit losses, which requires the recognition of a lifetime expected

loss provision for trade receivables, unbilled revenue, contract assets, contract costs, finance lease receivables and other receivables. The

calculation of the allowance provision incorporates forward-looking information, such as forecasted economic conditions.

The expected credit loss allowance provision has been determined as follows:

CURRENT≤ 1 MONTH> 1 MONTHTOTAL

AS AT 30 JUNE 2020$M$M$M$M

Expected loss rate2.9%2.6%13.5%3.3%

Gross carrying amount 876 39 37 952

Expected credit loss allowance provision 25 1 5 31

Short-term loss allowance provision 20 1 5 26

Long-term loss allowance provision 5 – – 5

The expected credit loss provision prior to assessing the impacts of COVID-19 reduced by $5 million to $25 million due to lower

receivable balances which in turn reduced the provision level required. At 30 June 2020 an additional $6 million expected credit loss

provision was recognised primarily due to forecasted changes in unemployment rates and gross domestic product in New Zealand

resulting from COVID-19. As a result, the expected credit loss provision increased by a net $1 million during the year to $31 million.

AS AT 30 JUNE 2019$M$M$M$M

Expected loss rate2.4%5.4%22.7%3.1%

Gross carrying amount 905 56 22 983

Expected credit loss allowance provision 22 3 5 30

Short-term loss allowance provision 14 3 5 22

Long-term loss allowance provision 8 – – 8

The composition of the credit loss allowance provision between receivable types is as follows:

20202019

AS AT 30 JUNE$M$M

Trade receivables 13 13

Unbilled revenue 13 10

Contract assets and contract costs 3 2

Finance lease receivables 2 5

Expected credit loss allowance provision 31 30

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of

recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could

generate sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be

subject to enforcement activities to comply with the Group’s procedures for recovery of amounts due.

Key estimates and assumptions

The expected credit loss allowance provision is determined based on assumptions about the risk of default and expected loss

rates of customers and other counterparties. Spark uses judgement in making these assumptions and selecting the inputs to the

impairment calculation based on Spark’s past collection history, existing market conditions, as well as forward-looking estimates

at the end of the reporting period. Forward-looking estimates include assessment of forecasted changes to interest rates,

unemployment rates and gross domestic product in New Zealand.

3.1 Receivables and prepayments (continued)

70

Spark New Zealand Annual Report 2020

Notes to the financial statements

3
Finance lease receivables

Spark has a number of leases for space in exchange buildings, including as a lessor for space in Spark exchanges and a lessee for space in

Chorus exchanges. These leases include a legal right of offset, as Spark and Chorus settle the payments on a net basis and are therefore

shown as a net finance lease receivable on the statement of financial position.

In addition, Spark sub-leases a number of office building floors. Where sub-leases are for the whole of the remaining non-cancellable term

of the head lease, these are classified as a finance lease.

The profile of lease net receipts is set out below:

20202019

UNDISCOUNTEDDISCOUNTEDUNDISCOUNTEDDISCOUNTED

AS AT 30 JUNE$M$M$M$M

Less than one year 17 16 13 12

Between one and five years 66 52 67 52

More than five years 309 92 322 92

Finance lease receivables 392 160 402 156

Less unearned finance income (232)– (246)–

Present value of finance lease receivables 160 160 156 156

Short-term finance lease receivables 16 12

Long-term finance lease receivables 144 144

The leases with Chorus have multiple rights of renewal and the full lease terms have been used in the calculation of the net financial lease

receivable, as it is likely that due to the specialised nature of the buildings, the leases will be renewed to the maximum terms.

3.2 Inventories

20202019

AS AT 30 JUNE$M$M

Goods held for resale 86 63

Content rights inventory 8 35

Maintenance materials and consumables 2 2

Total inventories 96 100

Content rights inventory

Spark enters into contracts for the right to stream digital content for sport and previously to subscribers of Lightbox. Content rights are

stated at the lower of cost and net realisable value, less accumulated amortisation and includes prepaid content that is not yet available

for broadcast.

The amortisation of content rights is recognised within operating expenses on a straight-line basis over their licence periods or, for live

sports content, over its broadcast period. The content rights amortisation charge for the year ended 30 June 2020 was $40 million (30 June

2019: $24 million).

3.1 Receivables and prepayments (continued)

71

Connections matterSpark New Zealand Annual Report 2020

Notes to the financial statements: Assets
3.3

Long-term investments

20202019

AS AT 30 JUNE$M$M

Shares in Hutchison 247 156

Investment in associates and joint ventures 54 21

Other long-term investments 7 5

308 182

Spark holds a 10% interest in Hutchison Telecommunications Australia Limited (Hutchison) which is quoted on the Australian Securities

Exchange (ASX) and its fair value is measured using the observable market share price as quoted on the ASX, classified as being within

level one of the fair value hierarchy. As at 30 June 2020 the quoted price of Hutchison’s shares on the ASX was AUD$0.170 (30 June 2019:

AUD$0.110). The increase in fair value of $91 million is recognised in other comprehensive income (30 June 2019: $87 million increase).

Investment in associates and joint ventures

Spark’s investment in associates and joint ventures at 30 June 2020 consists of the following:

NAMETYPECOUNTRYOWNERSHIPPRINCIPAL ACTIVITY

Connect 8 LimitedJoint VentureNew Zealand50%Fibre network construction

Flok LimitedAssociate New Zealand38%Hardware and software development

Lightbox Sport General Partner LimitedJoint VentureNew Zealand50%A holding company

NOW New Zealand LimitedAssociateNew Zealand36%Internet service provider

Pacific Carriage Holdings LimitedAssociateBermuda38%A holding company

Pacific Carriage Holdings Limited IncAssociateUnited States35%A holding company

PropertyNZ Limited (homes.co.nz)AssociateNew Zealand22%Property data website

Rural Connectivity Group LimitedJoint VentureNew Zealand33%Rural broadband

Southern Cross Cables Holdings LimitedAssociateBermuda35%A holding company

TNAS LimitedJoint VentureNew Zealand50%Telecommunications development

All investments in associates and joint ventures are measured using the equity method and none are considered to be individually

material. Changes in the aggregate carrying amount of Spark’s investment in associates and joint ventures was as follows:

20202019

ASSOCIATESJOINT VENTURESTOTALASSOCIATESJOINT VENTURESTOTAL

YEAR ENDED 30 JUNE$M$M$M$M$M$M

Opening balance as at 1 July 9 12 21 10 11 21

Opening value on transfer to equity method – – – – – –

Additional investment during the year 22 10 32 2 1 3

Disposals – – – (2) – (2)

Share of net profits/(losses) – 1 1 (1) – (1)

Closing balance as at 30 June 31 23 54 9 12 21

Spark has suspended equity accounting for Pacific Carriage Holdings Limited and Southern Cross Cables Holdings Limited (together

‘Southern Cross’) as their carrying values were reduced to nil. Spark has no obligation to fund Southern Cross’ deficits or repay dividends.

For the year ended 30 June 2020 Spark’s share of Southern Cross profits not recognised due to the existence of historic cumulative

Southern Cross deficits was $51 million (30 June 2019: $57 million).

72

Spark New Zealand Annual Report 2020

Notes to the financial statements

3
3.4 Right-of-use assets

Spark is a lessee for a large number of leases, including:

• Property – Spark leases a number of office buildings and retail stores. These leases generally have rights of renewal that are reasonably

certain to be exercised and therefore may have long effective lease terms;

• Capacity arrangements – Spark enters into a number of indefeasible right of use capacity arrangements for cable capacity;

• Mobile sites – Spark has entered into a number of agreements to allow the operation of mobile network infrastructure throughout

New Zealand;

• Motor vehicles – Spark leases motor vehicles for use in sales, field operations and maintenance of infrastructure equipment; and

• Other – Spark leases equipment that is held at Spark premises and used to provide services to customers.

Movements in right-of-use assets are summarised below:

PROPERTYCAPACITY

MOBILE

SITES

MOTOR

VEHICLESOTHERTOTAL

YEAR ENDED 30 JUNE 2020$M$M$M$M$M$M

Opening net book value287 243 94 1 – 625

Additions79 11 13 2 33 138

Disposals(8)– – – – (8)

Remeasurements2 – 5 – – 7

Depreciation charge(27)(21)(10)(1)(5)(64)

Closing net book value333 233 102 2 28 698


PROPERTYCAPACITY

MOBILE

SITES

MOTOR

VEHICLESOTHERTOTAL

YEAR ENDED 30 JUNE 2019$M$M$M$M$M

Opening net book value306 254 65 2 – 627

Additions5 11 28 – – 44

Remeasurements2 – 8 – – 10

Depreciation charge(26)(22)(7)(1)– (56)

Closing net book value287 243 94 1 – 625

All capacity additions for the year ended 30 June 2020 were fully paid on control being obtained and therefore deemed capital

expenditure as reconciled in note 2.5 (30 June 2019: all fully paid and deemed capital expenditure).

Income from sub-leasing right-of-use assets for the year ended 30 June 2020 was $1 million (30 June 2019: $3 million).

73

Connections matterSpark New Zealand Annual Report 2020

Notes to the financial statements: Assets
Key estimates and assumptions

At inception of a contract Spark assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the

contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess

whether a contract conveys the right to control the use of an identified asset, Spark assesses whether:

• The contract involves the use of an identified asset;

• Spark has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

• Spark has the right to direct the use of the asset.

At inception or on reassessment of a contract that contains a lease component, Spark allocates the consideration in the contract

to each lease component on the basis of their relative stand-alone prices. Spark recognises a right-of-use asset at the lease

commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability

adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate

of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any

lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of

the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are

determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically assessed for

impairment losses and adjusted for certain remeasurements of the lease liability.

3.5 Leased customer equipment assets

Spark acts as the intermediate party (as a lessee and a lessor) in a number of back-to-back lease arrangements for customer premises

equipment. Such arrangements may also include an initial sale and leaseback transaction. A sale and leaseback transaction contains a

genuine sale if control of an asset is transferred under NZ IFRS 15. For Spark’s back-to-back lease arrangements we have assessed that

a sale does not occur as control over the equipment remains with Spark instead of passing to the buyer-lessor.

Spark as the seller-lessee continues to recognise the leased customer equipment asset, which is initially measured at cost. The asset is

subsequently depreciated using the straight-line method based on the expected lease term. Movements in leased customer equipment

assets are summarised below:

20202019

YEAR ENDED 30 JUNE$M$M

Opening net book value55 31

Additions61 42

Disposals (3)–

Depreciation charge(27)(18)

Closing net book value86 55

20202019

AS AT 30 JUNE$M$M

Cost158 100

Accumulated depreciation and impairment losses(72)(45)

Closing net book value86 55

Leased customer equipment assets are on-leased to customers under operating leases. Amounts recovered from customers for the year

ended 30 June 2020 were $31 million (30 June 2019: $19 million).

3.4 Right-of-use assets (continued)

74

Spark New Zealand Annual Report 2020

Notes to the financial statements

3
3.6 Property, plant and equipment

TELECOMMUNI-

CATIONS

EQUIPMENT

AND PLANTFREEHOLD LANDBUILDINGSOTHER ASSETS

WORK IN

PROGRESSTOTAL

YEAR ENDED 30 JUNE 2020$M$M$M$M$M$M

Opening net book value623 60 199 125 5 1,012

Additions– – 29 – 213 242

Transfers166 – 1 49 (216)–

Disposals– – – (6)– (6)

Depreciation charge(148)– (31)(54)– (233)

Closing net book value641 60 198 114 2 1,015

AS AT 30 JUNE 2020

Cost3,818 60 562 569 2 5,011

Accumulated depreciation and impairment losses(3,177)– (364)(455)– (3,996)

Closing net book value641 60 198 114 2 1,015

TELECOMMUNI-

CATIONS

EQUIPMENT

AND PLANTFREEHOLD LANDBUILDINGSOTHER ASSETS

WORK IN

PROGRESSTOTAL

YEAR ENDED 30 JUNE 2019$M$M$M$M$M$M

Opening net book value 638 60 208 126 7 1,039

Additions – – 21 – 196 217

Transfers 146 – – 52 (198) –

Impairments – – 2 – – 2

Depreciation charge (161) – (32) (53) – (246)

Closing net book value 623 60 199 125 5 1,012

AS AT 30 JUNE 2019

Cost 4,035 60 561 649 5 5,310

Accumulated depreciation and impairment losses (3,412) – (362) (524) – (4,298)

Closing net book value 623 60 199 125 5 1,012

75

Connections matterSpark New Zealand Annual Report 2020

Notes to the financial statements: Assets
Joint arrangement

Spark has entered into a joint arrangement in relation to the construction and operation of the Tasman Global Access fibre-optic submarine

cable between Australia and New Zealand. As at 30 June 2020 the carrying value of Spark’s share of property, plant and equipment and

intangible assets in the joint operation was $31 million (30 June 2019: $33 million).

Key estimates and assumptions

Spark’s property, plant and equipment is measured at cost and depreciation is charged on a straight-line basis over the assets’

estimated useful lives. Determining the appropriate useful life of property, plant and equipment requires management

judgement, including the expected period of service potential, the likelihood technological advances will make the asset

obsolete, the likelihood of Spark ceasing to use it and the effect of government regulation.

The estimated useful lives of Spark’s property, plant and equipment is as follows:

Telecommunications equipment and plant

Junctions and trunk transmission systems 10 – 50 years

Switching equipment 5 – 12 years

Customer premises equipment 3 – 5 years

Airconditioning equipment 10 – 20 years

Network management systems 2 – 5 years

Batteries 5 – 15 years

Power and building equipment 10 – 25 years

Buildings 9 – 50 years

Other assets

Motor vehicles 6 years

Furniture and fittings 2 – 25 years

Computer equipment 3 – 5 years

The assessment of assets for impairment is based on a large number of factors, such as changes in current competitive

conditions, expectations of growth in the telecommunications industry, the discontinuance of services, the expected future cash

flows an asset is expected to generate and other changes in circumstances that indicate an impairment exists. Key judgements

include rates of expected revenue growth or decline, expected future margins and the selection of an appropriate discount rate

for valuing future cash flows.

3.6 Property, plant and equipment (continued)

76

Spark New Zealand Annual Report 2020

Notes to the financial statements

3
3.7 Intangible assets

SOFTWARE

SPECTRUM

LICENCES

OTHER

INTANGIBLESGOODWILL

WORK IN

PROGRESSTOTAL

YEAR ENDED 30 JUNE 2020$M$M$M$M$M$M

Opening net book value 312 163 78 213 221 987

Additions

1

– 13 – – 121 134

Transfers 173 – 10 – (183) –

Acquisitions – – 1 9 – 10

Disposals (5) (1) – – – (6)

Impairments (2) – – – – (2)

Amortisation charge (127) (17) (11) – – (155)

Closing net book value 351 158 78 222 159 968

AS AT 30 JUNE 2020

Cost 1,985 282 141 270 159 2,837

Accumulated amortisation and impairment losses (1,634) (124) (63) (48) – (1,869)

Closing net book value 351 158 78 222 159 968

1 Total software capitalised in the year ended 30 June 2020 includes $42 million of internally generated assets. Other software capitalised in the year includes software

licenses and externally supplied labour.

SOFTWARE

SPECTRUM

LICENCES

OTHER

INTANGIBLESGOODWILL

WORK IN

PROGRESSTOTAL

YEAR ENDED 30 JUNE 2019$M$M$M$M$M$M

Opening net book value 314 179 82 213 168 956

Additions

1

– – – – 189 189

Transfers 132 – 4 – (136) –

Disposals (1) – – – – (1)

Amortisation charge (133) (16) (8) – – (157)

Closing net book value 312 163 78 213 221 987

AS AT 30 JUNE 2019

Cost 2,071 271 131 261 221 2,955

Accumulated amortisation and impairment losses (1,759) (108) (53) (48) – (1,968)

Closing net book value 312 163 78 213 221 987

1 Total software capitalised in the year ended 30 June 2019 includes $19 million of internally generated assets. Other software capitalised in the year includes software

licenses and externally supplied labour.

Key estimates and assumptions

Intangible assets are amortised over their useful lives on a straight-line basis, except goodwill, which is tested for impairment

annually. Determining the appropriate useful life of an intangible asset requires management judgement, including assessing the

expected period of service potential, the likelihood technological advances will make it obsolete and the likelihood of Spark ceasing

to use it.

The estimated useful lives of Spark intangible assets is as follows:

Software 2 – 8 years

Spectrum licences 17 – 20 years

Other intangible assets

Customer contracts and brands 5 – 10 years

Other intangible assets 5 – 80 years

77

Connections matterSpark New Zealand Annual Report 2020

Notes to the financial statements: Assets
Goodwill

Goodwill by cash-generating unit (CGU) is presented below:

20202019

AS AT 30 JUNE$M$M

Mobile 28 28

Cloud, security and service management 167 167

Qrious 14 5

Digital Island 13 13

222 213

During the years ended 30 June 2020 and 30 June 2019 no impairment arose as a result of the assessment of goodwill. Headroom

currently exists in each CGU and, based on sensitivity analysis performed, no reasonably possible changes in the assumptions, including

anticipated COVID-19 impact, would cause the carrying amount of the CGUs to exceed their recoverable amounts.

Key estimates and assumptions

Goodwill is assessed annually for impairment by estimating the future cash flows, based on Board-approved business plans,

which reflect the anticipated impact of COVID-19, with key assumptions being forecast earnings and capital expenditure for each

CGU. The forecast financial information is based on both past experience and future expectations of CGU performance. The

major inputs and assumptions used in performing an impairment assessment that require judgement include revenue forecasts,

operating cost projections, customer numbers and customer churn, discount rates, growth rates and future technology paths.

Nil terminal growth was applied to all CGUs and a pre-tax discount rate of 8.8% was utilised for the year ended 30 June 2020 (30

June 2019: 10.1%).

3.8 Net tangible assets

The calculation of Spark’s net tangible assets per share and its reconciliation to the statement of financial position is presented below:

20202019

AS AT 30 JUNE$M$M

Total assets 4,347 4,095

Less intangible assets (968) (987)

Less total liabilities (2,854) (2,630)

Net tangible assets 525 478

Number of shares outstanding (in millions) 1,837 1,836

Net tangible assets per share$0.29$0.26

Net tangible assets per share is a non-GAAP financial measure that is not defined in NZ IFRS. Total assets includes right-of-use assets and

total liabilities includes lease liabilities.

3.7 Intangible assets (continued)

78

Spark New Zealand Annual Report 2020

Notes to the financial statements

4
Section 4 Liabilities and equity

4.1 Payables, accruals and provisions

20202019

AS AT 30 JUNE$M$M

Short–term payables, accruals and provisions

Trade accounts payable 237 258

Revenue billed in advance 74 84

Accrued personnel costs 38 45

Accrued interest 2 4

GST payable 37 35

Short–term sale and leaseback liabilities 31 14

Short–term provisions 6 3

Other short–term payables and accruals 38 4

463 447

Long–term payables, accruals and provisions

Long–term sale and leaseback liabilities 58 43

Long–term provisions 5 4

Other long–term payables & accruals18 21

81 68

Trade accounts payable and sale and leaseback liabilities are financial instruments and held at amortised cost.

Provisions

Total provisions as at 30 June 2020 were $11 million (30 June 2019: $7 million). New provisions of $7 million were made during the year

(30 June 2019: $3 million) and provisions of $3 million were utilised or released (30 June 2019: $15 million).

The largest portion of the provisions relate to make-good provisions of $7 million (30 June 2019: $4 million).

Notes to the financial statements: Liabilities and equity

79

Connections matterSpark New Zealand Annual Report 2020

Notes to the financial statements: Liabilities and equity
4.2

Lease liabilities

PROPERTYCAPACITY

MOBILE

SITES

MOTOR

VEHICLESOTHERTOTAL

YEAR ENDED 30 JUNE 2020$M$M$M$M$M$M

Opening lease liability balance 394 2 93 1 – 490

Leases entered into during the year77– 9 2 31 119

Disposals(9)– – – – (9)

Interest expense24– 6 – 1 31

Principal repayments(46)– (14)(1)(6)(67)

Remeasurements3 – 5 – – 8

Closing lease liability balance 443 2 99 2 26 572

Short–term lease liabilities25 – 8 1 7 41

Long–term lease liabilities418 2 91 1 19 531

Lease liabilities – non–cancellable commitments

1

198 2 13 2 26 241

PROPERTYCAPACITY

MOBILE

SITES

MOTOR

VEHICLESOTHERTOTAL

YEAR ENDED 30 JUNE 2019$M$M$M$M$M$M

Opening lease liability balance 406 2 64 2 – 474

Leases entered into during the year5 – 28 – – 33

Interest expense25 – 5 – – 30

Principal repayments(44)– (11)(1)– (56)

Remeasurements2 – 7 – – 9

Closing lease liability balance 394 2 93 1 – 490

Short–term lease liabilities23 – 7 1 – 31

Long–term lease liabilities371 2 86 – – 459

Lease liabilities – non–cancellable commitments

1

189 2 37 1 – 229

1 Relates to the discounted lease liability for future minimum rental commitments for non–cancellable periods of leases, excluding rights of renewal, which are at Spark’s

option.

80

Spark New Zealand Annual Report 2020

Notes to the financial statements

4
Key estimates and assumptions

Spark recognises a lease liability at the lease commencement date. The lease liability is initially measured at the present value of

the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that

rate cannot be readily determined, Spark’s incremental borrowing rate. Generally, Spark uses its incremental borrowing rate as

the discount rate, with adjustments for the type and term of the lease.

Lease payments included in the measurement of the lease liability comprise:

• Fixed payments, including in–substance fixed payments;

• Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the

commencement date;

• Amounts expected to be payable under a residual value guarantee;

• The exercise price under a purchase option that Spark is reasonably certain to exercise; and

• Lease payments in an optional renewal period if Spark is reasonably certain to exercise an extension option.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in

future lease payments arising from a change in an index or rate, if there is a change in Spark’s estimate of the amount expected to

be payable under a residual value guarantee or if Spark changes its assessment of whether it will exercise a purchase or

extension option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right–of–use

asset or is recorded in profit or loss if the carrying amount of the right–of–use asset has been reduced to zero.

Spark has elected not to recognise right–of–use assets and lease liabilities for short–term leases that have lease terms of 12

months or less and leases of low–value assets. Spark recognises the lease payments associated with these leases within operating

expenses on a straight–line basis over their lease terms.

4.2 Lease liabilities (continued)

81

Connections matterSpark New Zealand Annual Report 2020

Notes to the financial statements: Liabilities and equity
4.3

Debt

Debt is recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, debt is classified and measured

at amortised cost plus, for hedged liabilities that are in a fair value hedging relationship, adjustments for fair value changes attributable to

the risk being hedged. Any difference between cost and redemption value (including fair value changes) is recognised in the statement of

profit or loss over the period of the borrowings, using the effective interest rate method.

20202019

AS AT 30 JUNE$M$M

FACE VALUEFACILITYCOUPON RATEMATURITY

Short–term debt

Commercial paperVariable< 5 months 228 150

228 150

Bank funding

The Hongkong and Shanghai Banking Corporation Limited100 million NZDVariable30/11/2021 50 40

MUFG Bank, Ltd125 million NZDVariable30/11/2022 100 100

150 140

Domestic notes

250 million NZD5.25%25/10/2019 – 250

100 million NZD4.50%25/03/2022 103 103

100 million NZD4.51%10/03/2023 108 107

125 million NZD3.37%07/03/2024 135 130

125 million NZD3.94%07/09/2026 140 131

486 721

Foreign currency Medium Term Notes

Euro Medium Term Notes – 18 million GBP

1

5.75%06/04/2020– 33

Australian Medium Term Notes – 100 million AUD1.90%05/06/2026 107 –

Australian Medium Term Notes – 150 million AUD4.00%20/10/2027 185 173

Australian Medium Term Notes – 125 million AUD2.60%18/03/2030 139 –

Norwegian Medium Term Notes – 1 billion NOK

2

3.07%19/03/2029 177 178

608 384

1,472 1,395

Debt due within one year 228 433

Long–term debt 1,244 962

1 British pounds sterling.

2 Norwegian krone.

None of Spark’s debt is secured and all debt ranks equally with other liabilities. There are no financial covenants over Spark’s debt,

however, there are certain triggers in the event of default, as defined in the various debt agreements. There have been no events of default

over Spark’s debt in the years ended 30 June 2020 and 30 June 2019.

The fair value of long–term debt, including long-term debt due within one year, (calculated based on the present value of future

principal and interest cash flows, discounted at market interest rates at balance date) was $1,254 million compared to a carrying value

of $1,244 million as at 30 June 2020 (30 June 2019: fair value of $1,258 million compared to a carrying value of $1,245 million).

20202019

AS AT 30 JUNE$M$M

Total debt1,4721,395

Less short-term debt(228)(150)

Total long-term debt (including long-term debt due within one year)1,2441,245

82

Spark New Zealand Annual Report 2020

Notes to the financial statements

4
4.4 Capital risk management

Spark manages its capital considering shareholders’ interests, the value of Spark’s assets and the Company’s credit rating. The Board

continues to be committed to the Company maintaining a single ‘A Band’ credit rating and its capital management policies are designed

to ensure this objective is met. As part of this commitment Spark manages its debt levels to ensure that the ratio of net debt at hedged

rates (being inclusive of associated derivatives) to EBITDAI does not materially exceed 1.4 times on a long–run basis, which, for credit rating

agency purposes, Spark estimates equates approximately to adjusted debt to EBITDA of 1.7 times. The difference between these two

ratios is primarily due to the credit rating agency making adjustments for leases and captive finance operations.

As at 30 June 2020 the Company’s Standard & Poor’s credit ratings for long–term and short–term debt was A– and A–2 respectively, with

outlook stable (30 June 2019: same).

Net debt

Net debt at hedged rates, the primary net debt measure Spark monitors, includes long–term debt at the value of hedged cash flows due

to arise on maturity, plus short–term debt, less any cash. Net debt at carrying value includes the non–cash impact of fair value hedge

adjustments and any unamortised discount.

Net debt at hedged rates is a non–GAAP measure and is not defined in accordance with NZ IFRS but is a measure used by management.

A reconciliation of net debt at hedged rates and net debt at carrying value is provided below:

20202019

AS AT 30 JUNE$M$M

Cash (53) (54)

Short–term debt at face value 228 150

Long–term debt at face value 1,162 1,205

Net debt at face value 1,337 1,301

To retranslate debt balances at swap rates where hedged by currency swaps 12 15

Net debt at hedged rates

1

1,349 1,316

Non–cash adjustments

Impact of fair value hedge adjustments

2

4831

Unamortised discount – –

Net debt at carrying value 1,397 1,347

1 Net debt at the value of hedged cash flows due to arise on maturity and includes adjustment to state principal of foreign currency medium term notes at the hedged

currency rate.

2 Fair value hedge adjustments arise on domestic notes in fair value hedges and foreign currency medium term notes in dual fair value and cash flow hedges. These have

no impact on the cash flows to arise on maturity.

A reconciliation of movements in net debt is provided below:

CASH FLOWSNON–CASH MOVEMENTS

YEAR ENDED 30 JUNE 2020

AS AT 1 JULY

2019

$M

PROCEEDS

$M

PAYMENTS

$M

INTEREST

AMORTISATION

$M

FAIR VALUE

CHANGES

$M

FOREIGN

EXCHANGE

MOVEMENT

$M

OTHER

$M

AS AT 30 JUNE

2020

$M

Cash(54)(6,945)6,946––––(53)

Short–term debt1501,150(1,075)3–––228

Long–term debt1,2451,847(1,882)–44(9)(1)1,244

Derivatives6278(288)–(27)9–(22)

Net debt 1,347 (3,670) 3,701 3 17 – (1) 1,397

CASH FLOWSNON–CASH MOVEMENTS

YEAR ENDED 30 JUNE 2019

AS AT 1 JULY

2018

$M

PROCEEDS

$M

PAYMENTS

$M

INTEREST

AMORTISATION

$M

FAIR VALUE

CHANGES

$M

FOREIGN

EXCHANGE

MOVEMENT

$M

OTHER

$M

AS AT 30 JUNE

2019

$M

Cash(55)(7,049)7,050––––(54)

Short–term debt1491,358(1,361)4–––150

Long–term debt1,0482,039(1,880)238(1)(1)1,245

Derivatives14169(171)–(9)3–6

Net debt 1,156 (3,483) 3,638 6 292 (1) 1,347

83

Connections matterSpark New Zealand Annual Report 2020

Notes to the financial statements: Liabilities and equity
4.5

Equity and dividends

Share capital

Movements in the Company’s issued ordinary shares were as follows:

20202019

YEAR ENDED 30 JUNENUMBERNUMBER

Shares at the beginning of the year 1,836,191,581 1,835,390,783

Issuance of shares under share schemes and other transfers 853,362 800,798

Shares at the end of the year 1,837,044,943 1,836,191,581

All issued shares are fully paid and have no par value. Shareholders of ordinary shares have the right to vote at any general meeting of the

Company.

Dividends declared and paid

20202019

YEAR ENDED 30 JUNE

CENTS

PER SHARE$M

CENTS

PER SHARE$M

Previous year second half–year dividend paid 12.5 230 12.5 229

First half–year dividend paid 12.5 229 12.5 230

Total dividends paid in the year 25.0 459 25.0 459

Second half–year dividend declared subsequent to balance date not provided for 12.5230 12.5 230

Events after balance date

On 26 August 2020 the Board approved the payment of a second-half ordinary dividend of 12.5 cents per share or approximately

$230 million. This ordinary dividend will be 100% imputed. In addition, supplementary dividends totalling approximately

$26 million will be payable to shareholders who are not resident in New Zealand. In accordance with the Income Tax Act 2007,

Spark will receive a tax credit from Inland Revenue equivalent to the amount of supplementary dividends paid.

84

Spark New Zealand Annual Report 2020

Notes to the financial statements

4
4.5 Equity and dividends (continued)

H1 FY20 H2 FY20

ORDINARY DIVIDENDS ORDINARY DIVIDENDS

Dividends declared

Ordinary shares 12.5 cents 12.5 cents

American Depositary Shares

1

36.69 US cents 41.03 US cents

Imputation

Percentage imputed75%100%

Imputation credits per share 3.6458 cents 4.8611 cents

Supplementary dividend per share

2

1.6544 cents 2.2059 cents

‘Ex’ dividend dates

New Zealand Stock Exchange12/03/2017/09/2020

Australian Securities Exchange12/03/2017/09/2020

American Depositary Shares 12/03/2017/09/2020

Record dates

New Zealand Stock Exchange13/03/2018/09/2020

Australian Securities Exchange13/03/2018/09/2020

American Depositary Shares 13/03/2018/09/2020

Payment dates

New Zealand and Australia 3/04/202/10/2020

American Depositary Shares 17/04/2013/10/2020

1 For H2 FY20 these are based on the exchange rate at 20 August 2020 of NZ$1 to US$0.6564 and a ratio of five ordinary shares per one American Depositary Share. The

actual exchange rate used for conversion is determined in the week prior to payment when the Bank of New York performs the physical currency conversion.

2 Supplementary dividends are paid to non–resident shareholders.

Dividend Reinvestment Plan

The dividend reinvestment plan has been reinstated for the H2 FY20 dividend after being suspended in 2015. Shares issued under the

dividend reinvestment plan will be issued at a 2% discount to the prevailing market price around the time of issue. The last date for

shareholders to elect to participate in the dividend reinvestment plan for the H2 FY20 dividend is 21 September 2020.

If shareholders previously participated in the dividend reinvestment plan they will need to re-elect to participate. Previous elections have

not been retained.

Spark’s Dividend Reinvestment Plan Offer Document and Participation Notice can be found on Spark’s Investor Centre Website:

investors.sparknz.co.nz.

85

Connections matterSpark New Zealand Annual Report 2020

Notes to the financial statements: Financial instruments
Section 5

Financial instruments

5.1 Derivatives and hedge accounting

20202019

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIES

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIES

AS AT 30 JUNE$M$M$M$M

Designated in a cash flow hedge1 (155)4 (119)

Designated in a fair value hedge35 – 21 –

Designated in a dual fair value and cash flow hedge22 – 6 –

Other3 (6)3 (6)

61 (161)34 (125)

Short-term derivatives1 (5)2 (14)

Long-term derivatives60 (156)32 (111)

Spark’s derivatives are held at fair value, calculated using discounted cash flow models and observable market rates of interest and foreign

exchange and electricity prices. This represents a level two measurement under the fair value measurement hierarchy, being inputs other

than quoted prices included within level one that are observable for the asset or liability. As at 30 June 2020 and 30 June 2019 no

derivative financial assets or derivative financial liabilities have been offset in the statement of financial position. The potential for offsetting

of any derivative financial instruments is $39 million (30 June 2019: was deemed immaterial).

Hedge accounting

Derivatives are hedge accounted when they are designated into an effective hedge relationship as a hedging instrument. The nature and

the effectiveness of the hedge accounting relationship will determine where the gains and losses on remeasurement are recognised.

Derivatives are designated:

• Fair value hedges, where the derivative is used to manage interest rate risk in relation to debt;

• Cash flow hedges, where the derivative is used to manage the variability in cash flows of highly probable forecast transactions; and

• Dual fair value and cash flow hedges, where the derivative is used to hedge the interest rate risk on foreign debt and the variability in

cash flows due to movements in foreign exchange rates.

At inception, each hedge relationship is formalised in hedge documentation. Hedge accounting is discontinued when the hedge

instrument expires or is sold, terminated, exercised or no longer qualifies for hedge accounting. Spark determines the existence of an

economic relationship between the hedging instrument and the hedged item based on the currency, amount and timing of respective

cash flows, reference interest rates, tenors (time to maturity), repricing dates, maturities and notional amounts. Spark assesses whether the

derivative designated in each hedging relationship is expected to be, and has been, effective in offsetting the changes in cash flows of the

hedged item using the hypothetical derivative method.

Derivatives in hedge relationships are designated based on a hedge ratio of 1:1. In these hedge relationships the main source of

ineffectiveness is the effect of the counterparty and Spark’s own credit risk on the fair value of the derivatives, which is not reflected in the

change in the fair value of the hedged item attributable to changes in foreign exchange and interest rates.

Cash flow hedges

Cross-currency interest rate swaps and interest rate swaps are jointly designated in cash flow hedges to manage interest and foreign

exchange rate risk on debt. The hedged cash flows will affect Spark’s statement of profit or loss and other comprehensive income as

interest and principal amounts are repaid over the remaining term of the debt.

Interest rate swaps are designated in cash flow hedges to manage the interest rate exposure of highly probable forecast variable rate debt

and aggregate variable interest rate exposures created by swapping local or foreign currency fixed-rate debt into variable rate debt.

Electricity hedge contracts are designated in cash flow hedges to reduce electricity price risk from price fluctuations. These hedge

contracts establish the price at which future specified quantities of electricity are purchased and settled. Any resulting differential to be

paid or received is recognised as a component of electricity costs through the term of the contracts.

Spark also enters into forward exchange contracts to hedge forecast foreign currency purchases, the majority expected to be made within

12 months. The related cash flows are recognised in the statement of profit or loss and other comprehensive income over this period.

86

Spark New Zealand Annual Report 2020

Notes to the financial statements

5
A reconciliation of movements in the cash flow hedge reserve, net of tax, is outlined below:

20202019

YEAR ENDED 30 JUNE$M$M

Opening balance as at 1 July (85) (26)

Loss recognised in other comprehensive income (49) (63)

Amount reclassified to finance expense 8 3

Amount reclassified to property, plant and equipment/intangible assets and inventory 6 1

Total movements to other comprehensive loss (35) (59)

Closing balance as at 30 June (120) (85)

Other amounts deferred in equity will be transferred to the statement of profit or loss over the next five years (30 June 2019: six years).

As at 30 June 2020 the cost of hedging reserve was $2 million (30 June 2019: $1 million). The movement in the hedge reserves includes

$49 million in the change in fair value of interest rate swaps less $14 million associated deferred tax.

Fair value hedges

Interest rate swaps are designated in a fair value hedge to manage interest rate risk in relation to debt. The gain or loss from remeasuring

the interest rate swaps and debt at fair value is recognised in the statement of profit or loss and other comprehensive income. During the

year ended 30 June 2020 there has been no material ineffectiveness on fair value hedging relationships (30 June 2019: no material

ineffectiveness).

Dual fair value and cash flow hedges

Spark has Australian dollar (AUD) and Norwegian Krone (NOK) denominated debt. As part of Spark’s risk management policy, cross-

currency interest rate swaps (CCIRSs) are entered into to convert all of the proceeds of the debt issuances to New Zealand dollars and

convert the foreign currency fixed rate of the debt issuance to a New Zealand dollar floating rate. To mitigate profit or loss volatility, the

CCIRSs were designated into a dual fair value and cash flow hedge relationship. The foreign currency basis element of the CCIRSs are

excluded from the designation and are separately recognised in other comprehensive income in a cost of hedging reserve.

For fair value hedges, the gain or loss from remeasuring the CCIRSs and debt at fair value is recognised in the statement of profit or loss

and other comprehensive income. For cash flow hedges, gains or losses deferred in the cash flow hedge reserve will be reclassified to

Spark’s statement of profit or loss and other comprehensive income as interest and principal amounts are repaid over the remaining term

of the debt.

The change in fair value of the hedging instruments relating to the foreign currency basis component of the CCIRS is recognised in other

comprehensive income and accumulated in a cost of hedging equity reserve. Subsequently, the cumulative amount is transferred to profit

or loss at the same time as the hedged item impacts profit or loss.

5.1 Derivatives and hedge accounting (continued)

87

Connections matterSpark New Zealand Annual Report 2020

Notes to the financial statements: Financial instruments
The details of the hedging instruments are as follows:

NOTIONAL

AMOUNT OF

HEDGING

INSTRUMENT

STATEMENT OF

FINANCIAL

POSITION LINE

ITEM

CARRYING AMOUNT OF

THE HEDGING INSTRUMENT

LIFE TO DATE

CHANGE-IN-

VALUE USED FOR

CALCULATING

HEDGE

INEFFECTIVE-

NESSASSETSLIABILITIES

AS AT 30 JUNE 2020$M$M$M

Cash flow hedges

Interest rate swapsNZD 860m Derivatives – (148) (148)

Forward foreign exchange contractsNZD 207m Derivatives 1 (4) (3)

Electricity derivatives329 GWh Derivatives – (2) (2)

Fair value hedges

Interest rate swapsNZD 390m Derivatives 35 – 35

Fair value and cash flow hedges

Cross-currency swapsAUD 150m Derivatives 16 – 16

Cross-currency swapNOK 1b Derivatives 3 – 3

Cross-currency swapsAUD 125m Derivatives 3 – 3

Cross-currency swapsAUD 100m Derivatives – – –

58 (154) (96)

AS AT 30 JUNE 2019

Cash flow hedges

Cross-currency swapGBP 18m Derivatives – (12) (12)

Interest rate swaps NZD 866m Derivatives – (99) (99)

Forward foreign exchange contracts NZD 131m Derivatives 2 (1) 1

Electricity derivatives 329 GWh Derivatives 2 (7) (5)

Fair value hedges

Interest rate swaps NZD 390m Derivatives 21 – 21

Fair value and cash flow hedges

Cross-currency swaps AUD 150m Derivatives 3 – 3

Cross-currency swap NOK 1b Derivatives 3 – 3

31 (119) (88)

5.1 Derivatives and hedge accounting (continued)

88

Spark New Zealand Annual Report 2020

Notes to the financial statements

5
The details of hedged items are as follows:

STATEMENT OF

FINANCIAL POSITION

LINE ITEM

CARRYING AMOUNT OF

THE HEDGED ITEM

ACCUMULATED AMOUNT OF

FAIR VALUE HEDGE ADJUSTMENTS

ON THE HEDGED ITEM INCLUDED

IN THE CARRYING AMOUNT

OF THE HEDGED ITEM

LIFE TO DATE

CHANGE-IN-

VALUE USED FOR

CALCULATING

HEDGE

INEFFECTIVE-

NESS

ASSETSLIABILITIESASSETSLIABILITIES

AS AT 30 JUNE 2020$M$M$M$M$M

Cash flow hedges

Aggregated variable interest rate exposure – – – – – 138

Highly probable forecast variable rate debt – – – – – 10

Committed foreign exchange transactions – – – – – 3

Highly probable forecast purchases of electricity – – – – – 2

Fair value hedges

Domestic Notes Long–term debt – (426) – (36) (35)

Fair value and cash flow hedges

Australian Medium Term Note (AUD 150m) Long–term debt – (185) – (26) (16)

Norwegian Medium Term Note (NOK 1b) Long–term debt – (178) – (17) (3)

Australian Medium Term Note (AUD 125m) Long–term debt – (139) – (6) (3)

Australian Medium Term Note (AUD 100m) Long–term debt – (107) – – –

– (1,035) – (85) 96

AS AT 30 JUNE 2019

Cash flow hedges

Euro Medium Term Note (GBP 18m) Long–term debt – (33) – – 12

Aggregated variable interest rate exposure – – – – – 58

Highly probable forecast variable rate debt – – – – – 41

Committed foreign exchange transactions – – – – – (1)

Highly probable forecast purchases of electricity – – – – – 5

Fair value hedges

Domestic Notes Long–term debt – (411) – (21) (21)

Fair value and cash flow hedges

Australian Medium Term Note (AUD 150m) Long–term debt – (173) – (18) (3)

Norwegian Medium Term Note (NOK 1b) Long–term debt – (178) – (3) (3)

– (795) – (42) 88

5.1 Derivatives and hedge accounting (continued)

89

Connections matterSpark New Zealand Annual Report 2020

Notes to the financial statements: Financial instruments
5.2

Financial risk management

a) Market risk

Spark is exposed to market risk primarily from changes in foreign

currency exchange rates, interest rates and electricity prices. Spark

employs risk management strategies, including the use of

derivative financial instruments, to manage these exposures

through a Board-approved treasury policy, which provides the

framework within which treasury-related activities are conducted.

Spark manages the concentration of exposures using well-defined

market and credit risk limits and through timely reporting to senior

management. All contracts have been entered into with high-credit

quality financial institutions, except electricity hedge contracts,

which are generally settled monthly. The risk associated with these

transactions is that the fair value or cash flows of financial

instruments will change due to movements in market rates or, in the

case of default by a counterparty, through the cost of replacement

at the current market rates.

Currency risk

Nature of the risk

Currency risk is the risk that eventual New Zealand dollar net cash

flows from transactions undertaken by Spark will be adversely

affected by changes in foreign currency exchange rates.

Exposure and risk management

Spark’s total net exposure (from non-derivative financial

instruments) to foreign currency as at 30 June 2020 is $605 million

(30 June 2019: $362 million). This includes $161 million long-term

debt principal denominated in NOK (30 June 2019: $175 million)

and $400 million long-term debt principal denominated in AUD

(30 June 2019: $157 million). The remaining exposure is primarily

trade payables and other receivables denominated in United States

dollars (USD).

Spark manages currency risk arising from foreign-currency debt

through hedging. Spark’s long-term debt issued in NOK and AUD

is fully hedged using cross-currency interest rate swaps to convert

foreign-currency cashflows into floating-rate New Zealand dollar

exposures.

Currency risk from capital and operational expenditure in foreign

currencies (and related trade payables) has been substantially

hedged by entering into forward exchange contracts.

Sensitivity to foreign currency movements

As at 30 June 2020 a movement of 10% in the New Zealand dollar

would (after hedging) impact the statement of profit or loss by less

than $3 million (30 June 2019: less than $1 million) and the

statement of changes in equity by less than $19 million (30 June

2019: less than $16 million). This analysis assumes a movement in

the New Zealand dollar across all currencies and only includes the

effect of foreign exchange movements on monetary financial

instruments.

Interest rate risk

Nature of the risk

Interest rate risk is the risk that fluctuations in interest rates impact

Spark’s cash flows, financial performance or the fair value of its

holdings of financial instruments.

Exposure and risk management

Spark is exposed to interest rate risk from its financing activities,

which primarily include loans and debt issuance either at fixed or

floating rates. For floating-rate exposures, Spark employs the use of

derivative financial instruments to reduce its exposure to

fluctuations in interest rates, with the objective to minimise the cost

of net borrowings and to minimise the impact of interest rate

movements on interest expense and net earnings.

Cross-currency interest rate swaps are used to convert foreign

currency debt into floating-rate New Zealand dollar exposures.

Interest rate swaps are used to convert floating-rate exposures into

fixed-rate exposures and vice versa. As a result Spark’s interest rate

exposure is limited to New Zealand only.

Sensitivity to interest rate movements

As at 30 June 2020 a movement in interest rates of 25 basis points

would (after hedging) impact the statement of profit or loss by less

than $1 million (30 June 2019: less than $1 million for a movement

of 100 basis points) and statement of changes in equity by less than

$3 million (30 June 2019: less than $59 million for a movement of

100 basis points).

Electricity price risk

Nature of the risk

Electricity price risk is the risk that fluctuations in spot electricity

prices will impact Spark’s financial performance.

Exposure and risk management

Spark is a large consumer of electricity, which exposes the Group to

fluctuations in the market spot price. To reduce its exposure to

electricity price risk, Spark has entered into electricity hedge

contracts. These contracts establish a fixed price for Spark, with the

counterparty topping up or retaining the difference between the

spot price and the fixed price over the term of the contract.

Sensitivity to electricity price movements

As at 30 June 2020 a movement of 10% in forward electricity prices

would impact the statement of profit or loss and statement of

changes in equity (after hedging) by less than $3 million (30 June

2019: less than $3 million).

90

Spark New Zealand Annual Report 2020

Notes to the financial statements

5
b) Credit risk

Nature of the risk

Credit risk arises in the normal course of Spark’s business on cash,

receivables and derivative financial instruments if a counterparty

fails to meet its contractual obligations.

Exposure and risk management

Spark is exposed to credit risk if customers and counterparties fail

to make payments in respect of:

• Payment of trade and other receivables as they fall due; and

• Contractual cash flows of derivative assets held at fair value.

Spark’s assets subject to credit risk as at 30 June 2020 were

$1,035 million (30 June 2019: $1,041 million).

Spark considers the probability of default upon initial recognition

of cash, receivables and derivative assets and whether there has

been a significant and ongoing increase in credit risk at the end of

each reporting period. To assess this Spark compares the risk of

default occurring on these assets at the reporting date, with the risk

of default at the date of initial recognition. Available, reasonable

and supportive forward-looking information is considered,

especially the following indicators:

• External credit rating (as far as available);

• Actual or expected significant adverse changes in business,

financial or economic conditions that are expected to cause a

significant change to the customer or counterparty’s ability to

meet their obligations; and

• Significant changes in the value of the collateral supporting the

obligation or in the quality of third-party guarantees or credit

enhancements.

Spark manages its exposure using a credit policy that includes

limits on exposures with significant counterparties that have been

set and approved by the Board and are monitored on a regular

basis. Spark places its cash and derivative financial instruments with

high-credit quality financial institutions and does not have

significant concentration of risk with any single party. Concentration

of credit risk for trade and other receivables is limited due to

Spark’s large customer base.

Spark has certain derivative and debt arrangements that are subject

to bilateral credit support agreements that require Spark or its

counterparties to post collateral funds to support the value of

certain derivatives subject to certain agreed threshold amounts.

As at 30 June 2020 no collateral was posted (30 June 2019: nil).

Letters of credit and guarantees may also be held over some

receivable amounts. The carrying amounts of financial assets

represent the maximum credit exposure.

At balance date there has been no material deterioration in Spark’s

or counterparty’s credit risk resulting from COVID-19, however,

within the market there have been minor changes in the outlook for

some banks, further deterioration could impact Spark in FY21.

5.2 Financial risk management (continued)

c) Liquidity risk

Nature of the risk

Liquidity risk represents Spark’s ability to meet its contractual

obligations as they fall due.

Exposure and risk management

Spark uses cash and derivative financial instruments to manage

liquidity and evaluates its liquidity requirements on an ongoing

basis. In general, Spark generates sufficient cash flows from its

operating activities to meet its financial liabilities. As at 30 June

2020 current assets of $928 million were greater than current

liabilities of $781 million (30 June 2019: current liabilities of

$944 million were greater than current assets of $911 million).

Positive operating cash flows enable working capital to be

managed to meet short-term liabilities as they fall due.

In the event of any shortfalls Spark has the following financing

programmes:

• An undrawn committed standby facility of $200 million with a

number of creditworthy banks (30 June 2019: $200 million);

• Committed bank facilities of $575 million with $150 million

drawn as at 30 June 2020 (30 June 2019: $425 million facility

with $140 million drawn); and

• Committed bank overdraft facilities of $15 million with

New Zealand banks (30 June 2019: $15 million).

There are no compensating balance requirements associated with

these facilities.

Spark’s liquidity policy is to maintain unutilised committed facilities

of at least 110% of the next 12 months’ forecast peak net funding

requirements. Spark’s funding policy requires that the maximum

amount of long-term debt, excluding short-term debt such as

commercial paper, maturing in any 12-month period is not to

exceed $300 million, which has been met.

91

Connections matterSpark New Zealand Annual Report 2020

Notes to the financial statements: Financial instruments
Maturity analysis

The following table provides an analysis of Spark’s remaining contractual cash flows relating to financial liabilities. Contractual cash flows

include contractual undiscounted principal and interest payments.

CARRYING

AMOUNT

CONTRACTUAL

CASH FLOWS0–6 MONTHS6–12 MONTHS1–2 YEARS2–5 YEARS5+ YEARS

AS AT 30 JUNE 2020$M$M$M$M$M$M$M

Non-derivative financial liabilities

Trade payables 237 237 237 – – – –

Sale and leaseback liabilities 89 103 20 21 37 25 –

Lease liabilities 572 786 36 35 69 169 477

Short and long-term debt 1,472 1,598 243 20 185 401 749

Derivative financial liabilities

Interest rate swaps (net settled) 155 160 14 14 27 66 39

Electricity derivatives (net settled) 2 2 – 1 1 – –

Cross-currency interest rate swaps

(gross settled) –

Inflows – (119) (1) (1) (2) (6) (109)

Outflows – 119 1 1 2 6 109

Forward exchange contracts (gross settled) –

Inflows – (124) (98) (24) (2) – –

Outflows 4 128 102 24 2 – –

2,531 2,890 554 91 319 661 1,265

CARRYING

AMOUNT

CONTRACTUAL

CASH FLOWS0–6 MONTHS6–12 MONTHS1–2 YEARS2–5 YEARS5+ YEARS

AS AT 30 JUNE 2019$M$M$M$M$M$M$M

Non-derivative financial liabilities

Trade payables 258 258 258 – – – –

Sale and leaseback liabilities 57 70 14 12 19 25 –

Lease liabilities 490 829 29 28 56 154 562

Short and long-term debt 1,395 1,559 419 54 30 539 517

Derivative financial liabilities

Interest rate swaps (net settled) 105 114 7 10 19 45 33

Electricity derivatives (net settled) 7 7 – 1 4 2 –

Cross-currency interest rate swaps

(gross settled)

Inflows – (35) – (35) – – –

Outflows 12 48 1 47 – – –

Forward exchange contracts (gross settled)

Inflows – (74) (61) (11) (2) – –

Outflows 1 75 62 11 2 – –

2,325 2,851 729 117 128 765 1,112

5.2 Financial risk management (continued)

92

Spark New Zealand Annual Report 2020

Notes to the financial statements

6
Notes to the financial statements: Other information

Section 6

Other information

6.1 Income tax

Income tax expense

The income tax expense is determined as follows:

20202019

YEAR ENDED 30 JUNE$M$M

Statement of profit or loss

Current income tax

Current year income tax expense (175) (170)

Adjustments in respect of prior periods 13 2

Deferred income tax

Depreciation, provisions, accruals, tax losses and other 8 1

Reintroduction of tax depreciation on buildings 10 –

Adjustments in respect of prior periods (6) (3)

Income tax expense recognised in the statement of profit or loss (150) (170)

Reconciliation of income tax expense

20202019

YEAR ENDED 30 JUNE$M$M

Net earnings before income tax 577 579

Tax at current rate of 28% (162) (162)

Adjustments to taxation

Non-assessable gains on sale 7 1

Other non-assessable items 1 (2)

Tax effects of non-New Zealand profits (9) (6)

Taxes paid in foreign jurisdictions (4)–

Reintroduction of tax depreciation on buildings 10 –

Adjustments in respect of prior periods 7 (1)

Total income tax expense (150) (170)

Tax depreciation on buildings

On 25 March 2020 the Government enacted legislation to reintroduce tax depreciation on commercial and industrial buildings, effective

from 1 July 2020. This increases the tax base of building assets because depreciation can be claimed from FY21 onwards (previously the

tax base for building assets was zero). As deferred tax is calculated on the difference between the carrying amount of an asset and its tax

base, the increase in tax base has reduced Spark’s deferred tax liability by $10 million. This also results in a one-off decrease in tax expense

of $10 million.

93

Connections matterSpark New Zealand Annual Report 2020

Notes to the financial statements: Other information
Deferred tax assets and liabilities

Deferred tax assets and liabilities are offset in the statement of financial position and presented as a net deferred tax liability. The

movement in the deferred tax assets and liabilities is provided below:

FIXED ASSETSLEASES

PROVISIONS &

ACCRUALSOTHERTOTAL

ASSETS/(LIABILITIES)$M$M$M$M$M

Opening balance as at 30 June 2019 (133) 26 (3) 24 (86)

Amounts recognised in statement of profit or loss

Relating to the current period 1 1 4 2 8

Reintroduction of tax depreciation on buildings 10 – – – 10

Adjustments in respect of prior periods (5) – (1) – (6)

Amounts recognised in equity relating to the current year – – – 13 13

Closing balance as at 30 June 2020 (127) 27 – 39 (61)

Opening balance as at 1 July 2018 (133) 24 – – (109)

Amounts recognised in statement of profit or loss

Relating to the current period 1 2 (4) 2 1

Adjustments in respect of prior periods – – (2) (1) (3)

Amounts recognised in equity relating to the current year (1) – 3 23 25

Closing balance as at 30 June 2019 (133) 26 (3) 24 (86)

Spark has not recognised the tax effect of accumulated unrestricted losses and temporary differences amounting to AUD$461 million at

30 June 2020 based on the relevant corporation tax rate of Australia (30 June 2019: AUD$461 million). These losses and temporary

differences may be available to be carried forward to offset against future taxable income. However, utilisation is contingent on the

production of taxable profits over a significant period of time and is subject to compliance with the relevant taxation authority

requirements.

Spark has a nil imputation credit account as at 30 June 2020 (30 June 2019: $21 million negative balance). The imputation credit account

had a positive balance as at 31 March 2020 and 31 March 2019.

6.2 Employee share schemes

Spark operates share-based compensation plans that are equity settled as outlined below.

Restricted share schemes (RSS)

A restricted share scheme was initially introduced for selected employees in September 2001. For new allocations after August 2015 these

were replaced by two new restricted share schemes:

• Spark New Zealand Long-Term Incentive Scheme; and

• Spark New Zealand Managing Director Long-Term Incentive Scheme.

The Spark New Zealand Long-Term Incentive Scheme is for the Leadership Squad and senior leaders and delivers one scheme with the

same set of rules under one long-term incentive, with a performance hurdle in place. The Spark New Zealand Managing Director Long-

Term Incentive Scheme related to the previous Managing Director, Simon Moutter.

Under these restricted share schemes ordinary shares in the Company are issued to Spark Trustee Limited. Participants purchase shares

from Spark Trustee Limited with funds lent to them by the Company and which are held on their behalf by Spark Trustee Limited. If the

individual is still employed by Spark at the end of the vesting period (generally three years) and applicable performance hurdles are met,

the employee is provided a cash bonus, which must be used to repay the loan and the shares are then transferred to the individual. The

target for this hurdle is the Company’s cost of equity plus 1% compounding annually.

6.1 Income tax (continued)

94

Spark New Zealand Annual Report 2020

Notes to the financial statements

6
Share option scheme

In September 2019 members of the Leadership Squad (including the CEO) and selected senior leaders were granted options under the

new Spark Long-Term Incentive (LTI) Scheme. Under the scheme participants were granted options at the start of the three-year vesting

period. The number of options granted equalled the gross LTI value divided by the volume weighted average price of Spark New Zealand

shares for the 20 days prior to the grant date. Subject to satisfaction of the performance hurdle and continued employment, at vesting

each option converts to a Spark share based on a zero exercise price. If the target is not met (or the participant leaves Spark employment)

then the options simply lapse.

Vesting of the September 2019 LTI grant is contingent on: participants’ continued employment with Spark through to September 2022;

and the Company achieving a Total Shareholder Return (TSR) performance hurdle. TSR is a measure of share price appreciation and

dividends paid over the three-year period of the grant. The target for this hurdle is the Company’s cost of equity plus 1% compounding

annually. Options with an intrinsic value of $5 million remain outstanding at year end and have a weighed average remaining life of

2.2 years.

Information regarding shares and options awarded under these schemes is as follows:

20202019

OPTIONS RSSOPTIONS RSS

NUMBER OF

OPTIONS

NUMBER OF

SHARES

NUMBER OF

OPTIONS

NUMBER OF

SHARES

Opening balance as at 1 July – 1,755,862 – 1,662,244

Granted 1,088,715 – – 701,852

Vested – (541,860) – (479,156)

Lapsed (90,590) (127,541) – (129,078)

Closing balance as at 30 June 998,125 1,086,461 – 1,755,862

Percentage of total ordinary shares0.05%0.06%0.00%0.10%

The fair value of the employee services received in exchange for the grant of equity instruments is recognised as an expense, with a

corresponding entry in equity. The total charge recognised for these schemes for the year ended 30 June 2020 was $1.8 million (30 June

2019: $2.0 million) and the expense relating to the restricted shares schemes was $1.4 million (30 June 2019: $2.0 million). As at 30 June

2020, $2.1 million of share scheme awards remain unvested and not expensed (30 June 2019: $2.9 million). This expense, measured at its

fair value based on a valuation model, will be recognised over the remaining vesting period of the awards.

Spark Share, an employee share purchase scheme, does not have a material impact on these financial statements.

6.3 Related party transactions

Related parties of Spark include the associates and joint venture companies listed in note 3.3 and key management personnel detailed

below.

Interest of directors in certain transactions

A number of the Company’s directors are also directors of other companies and any transactions undertaken with these entities have been

entered into on an arm’s length commercial basis.

Transactions with associate and joint venture companies

Spark has the following transactions with associates and joint ventures:

• Spark provides network operations and management services to Southern Cross in respect of its operations in New Zealand;

• Spark makes payments to Southern Cross in connection with capacity it has purchased on Southern Cross’ network;

• Spark made payments to Southern Cross for operational expenditure relating to cable maintenance;

• Spark made payments to Connect 8 Limited for fibre and telecommunications construction services;

• Spark sold mobile network equipment to Connect 8 Limited; and

• Spark made payments to Rural Connectivity Group for network services.

6.2 Employee share schemes (continued)

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Notes to the financial statements: Other information
Balances and amounts in respect of these transactions with associate and joint venture companies are set out in the table below:

20202019

AS AT AND FOR THE YEAR ENDED 30 JUNE$M$M

Operating revenues

1

11 37

Operating expenses 9 9

Capacity acquired and other capital expenditure

2

59 29

Receivables 15 33

Payables (2)–

1 This does not include any dividend income from Southern Cross for the year ended 30 June 2020 (30 June 2019: $15 million).

2 As at 30 June 2020 Spark has committed to purchases of $62 million for cable capacity from Southern Cross (30 June 2019: $33 million).

Key management personnel compensation

20202019

YEAR ENDED 30 JUNE$’000$’000

Directors’ remuneration

1

1,349 1,342

Salary and other short-term benefits

2

7,686 8,520

Long-term incentives and share-based compensation

3

901 2,191

9,936 12,053

1 Excludes Chief Executive remuneration.

2 Includes short-term benefits paid on termination.

3 Includes $776,000 share-based compensation and $125,000 other long-term incentives (30 June 2019: $1,941,000 share-based compensation and $250,000 other

long-term incentives).

The table above includes remuneration of the Chief Executive and the other members of the Leadership Squad, including amounts paid to

members of the Leadership Squad who left during the year ended 30 June or were in acting Leadership Squad positions. Like other Spark

employees, members of the Leadership Squad also receive product and service concessions. In addition, where members of the

Leadership Squad are KiwiSaver members, they receive contributions towards their KiwiSaver schemes.

6.4 Subsidiaries

Subsidiaries are all entities over which Spark has control. The significant subsidiary companies of Spark and their activities are as follows:

NAMECOUNTRYOWNERSHIPPRINCIPAL ACTIVITY

Computer Concepts LimitedNew Zealand100%IT infrastructure and business cloud services

Digital Island LimitedNew Zealand100%Business telecommunications provider

Gen-i Australia Pty Limited Australia100%Provides outsourced telecommunications services

Mattr LimitedNew Zealand 100%Software company focused on decentralised identity and verifiable data

Qrious LimitedNew Zealand100%Big data analytics business

Revera LimitedNew Zealand100%IT infrastructure and data centre provider

Spark Finance LimitedNew Zealand100%A Group finance company

Spark New Zealand Trading LimitedNew Zealand100%Provides local, national and international telephone and data services

Spark Retail Holdings LimitedNew Zealand100%Retailer of telecommunications products and services

TCNZ (Bermuda) LimitedNew Zealand100%A holding company

Teleco Insurance LimitedBermuda100%A Group insurance company

Telecom New Zealand USA LimitedUnited States100%Provides international wholesale telecommunications services

Telecom Southern Cross LimitedNew Zealand100%A holding company

Telegistics LimitedNew Zealand100%Mobile phone repair and equipment distribution

The financial year end of all significant subsidiaries is 30 June.

6.3 Related party transactions (continued)

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Spark New Zealand Annual Report 2020

Notes to the financial statements

6
6.5 Reconciliation of net earnings to net cash flows from operating activities

20202019

YEAR ENDED 30 JUNE$M$M

Net earnings for the year 427 409

Adjustments to reconcile net earnings to net cash flows from operating activities

Depreciation and amortisation 479 477

Bad and doubtful accounts 21 17

Deferred income tax (11)–

Share of associates’ and joint ventures’ net losses (1) 1

Impairments 2 3

Other gains (35) (15)

Other 18 7

Changes in assets and liabilities net of effects of non-cash and investing and financing activities

Movement in receivables and related items 26 (122)

Movement in inventories (10) (21)

Movement in current taxation 21 35

Movement in payables and related items (34) (14)

Net cash flows from operating activities 903 777

6.6 Commitments and contingencies

Capital and other commitments

As at 30 June 2020 capital expenditure contracted for, but not yet incurred, was $246 million (30 June 2019: $249 million) with

$149 million due in the year ending 30 June 2021. Commitments principally relate to telecommunications network equipment, spectrum

rights and cable capacity.

As at 30 June 2020 Spark had other supplier commitments of $760 million (30 June 2019: $264 million), with $425 million due in the year

ending 30 June 2021. Commitments include mobile handsets, modems, licenses and content rights.

Contingencies

No ongoing claims, investigations and inquiries are expected to have a significant effect on Spark’s financial position or profitability.

97

Connections matterSpark New Zealand Annual Report 2020




© 2020 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent

member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.


Independent Auditor’s Report

To the shareholders of Spark New Zealand Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of Spark New Zealand Limited

(the company) and its subsidiaries (the group) on

pages 54 to 97:

i.present fairly in all material respects the

group’s financial position as at 30 June

2020 and its financial performance and

cash flows for the year ended on that date;

and

ii.comply with New Zealand Equivalents to

International Financial Reporting Standards

and International Financial Reporting

Standards.

We have audited the accompanying consolidated

financial statements which comprise:

—the consolidated statement of financial position

as at 30 June 2020;

—the consolidated statements of profit and loss

and other comprehensive income, changes in

equity and cash flows for the year then ended;

and

—notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the group in accordance with Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the

New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (including International Independence

Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the group in relation to regulatory audit, other assurance-related

services (such as trustee reporting) and taxation consulting services. Subject to certain restrictions, partners and

employees of our firm may also deal with the group on normal terms within the ordinary course of trading activities

of the business of the group. These matters have not impaired our independence as auditor of the group. The firm

has no other relationship with, or interest in, the group.



Independent auditor’s report

98

Spark New Zealand Annual Report 2020

Independent auditor’s report






Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and on the consolidated financial statements as a whole. The materiality for the consolidated financial

statements as a whole was set at $26 million determined with reference to a benchmark of group earnings

before income tax. We chose the benchmark because, in our view, this is a key measure of the group's

performance.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit

of the consolidated financial statements in the current period. We summarise below those matters and our key

audit procedures to address those matters in order that the shareholders as a body may better understand the

process by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely

for the purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not

express discrete opinions on separate elements of the consolidated financial statements.

Key changes in the assessment of audit risks

COVID-19

The COVID-19 pandemic has created additional risks across a number of areas of the business, particularly the

recoverability of receivables. All forward-looking assumptions are inherently more uncertain during these

unprecedented times. While the key audit matter "Revenue recognition" detailed below, is unchanged from last

year, the underlying audit risk has increased which impacted the extent and nature of audit evidence that we had

to gather. We also draw attention to Note 1.3 of the consolidated financial statements which describes the

impact of the COVID-19 on the business.

The key audit matter How the matter was addressed in our audit

Revenue recognition

Refer to note 2.2 to the financial statements which

discloses total revenues of $3,623 million (2019:

$3,533 million) including:

-Mobile $1,288 million (2019: $1,271 million)

-Broadband $680 million (2019: $685 million)

-Voice $391 million (2019: $441 million)

-Cloud, security and service management

$443 million (2019: $400 million)

Revenue recognition is considered to be a key audit

matter due to the complexity of the revenue

recognition accounting standards as applied to the

telecommunications industry.

The adoption of this accounting standard involves

key judgements and estimates, principally

surrounding:


Revenue arrangements with multiple goods and/or

services:

Our audit procedures included:

For Mobile, Broadband and Voice products bundled into

a single offer:

-reviewing a sample of customer contracts to

understand each of the performance

obligations in the bundled offering;

-challenging the group’s assessment for each

performance obligation about whether the

customer can benefit from the product or

service on its own or together with readily

available resources;

-assessing the allocation of the transaction

price to the performance obligations by

comparing the stand-alone selling price

assigned to observed market prices or

estimated prices;

-examining the stages at which revenue for

each performance obligation is recognised;

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Connections matterSpark New Zealand Annual Report 2020






The key audit matter How the matter was addressed in our audit


-assessing the length of the contractual

term with customers that have a material

impact on the timing of revenue and cost

recognition;

-identifying the separate performance

obligations of bundled arrangements and

determining whether they are distinct;

-allocating the transaction price to the

performance obligations in bundled

arrangements; and

-examining contracts to determine whether

Spark is the principal or agent which will

impact the reporting of revenue and costs

on a gross or net basis.


Contractual arrangements for Cloud, Security and

Service Management services offered, involving

the design, build and offering of ongoing

Information Technology solutions, including ‘as a

service’ offerings:

-identifying the separate performance

obligations of bundled transactions and

whether those performance obligations

are distinct;

-assessing whether the performance

obligations are satisfied at a point in time

or over time; and

-determining the quantum and timing of

contract profit. The latter includes

assessing the assumptions underpinning

the individual project profitability forecasts

over the life of the contract and the

recoverability of contract specific assets.

-assessing the recognition and timing of

costs to acquire and costs to fulfil customer

contracts; and

-in light of COVID-19, assessing the basis for

the calculation of the expected credit loss

provision.


For the bundled offerings, we identified no errors with

the assessment of each performance obligation in the

bundled offerings and reasonable assumptions were

used to reflect the stand-alone selling price allocated to

each performance obligation.

For contractual arrangements for Cloud, Security and

Service Management product offers:

-reviewing a sample of contracts to

understand the services the g

roup has

contracted to deliver;

-agreeing revenue recognised to a sample of

customer contracts and agreed customer

contract variations;

-evaluating the timing of revenue recognition

applied for

each contract reviewed by

discussing with and challenging of the

project managers, reviewing project

summary reports, customer correspondence

and historical customer profitability analyses;

and

-evaluating the status of implementation of

each contract, thr

ough discussion with

project managers and reviewing project

summary reports.

For the Spark Cloud, Security and Service Management

contracts, we consider the estimates of projected

revenue and costs or the assessments of the stage of

completion of the projects to be balanced.

We identified no errors with revenue recognition.

Impact of changes in technology and the group’s network strategy on the carrying value of property,

plant & equipment and intangible assets

Refer to notes 3.6 and 3.7 to the financial

statements.

The group has property, plant & equipment and

intangible assets of $1,983 million (2019: $1,999

million) with additions during the year of $376

million (2019: $406 million).


The capitalisation and carrying value of property,

plant & equipment and intangible assets is

considered to be a key audit matter due to the

significance of the assets to the group’s statement

of financial position, and due to the level of

Our audit procedures included:

-examining controls surrounding application of

accounting policies to capitalise or expense

project spend;

-assessing the capitalisation of costs incurred

on capital projects, by examining a sample of

additions to identify if the spend meets the

definition of an asset as per the applicable

accounting standards;

-assessing the allocated useful economic

lives, by comparing to industry benchmarks

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Spark New Zealand Annual Report 2020

Independent auditor’s report






The key audit matter How the matter was addressed in our audit

judgement involved in determining the carrying

value of these assets, principally:

-the capitalisation or expensing of costs;

-the useful economic lives assigned to the

assets capitalised;

-the impact of planned or unexpected

replacement technology on the carrying

value of property, plant & equipment and

intangible assets; and

-accounting for software as a service

contracts.

and our knowledge of the business and its

operations and the technology life-cycles

anticipated;

-assessing the need for accelerated

depreciation or impairment of assets, by

considering the impact of developments in

technology and changes to the group’s

technology transformation strategy; and

-reviewing a sample of software as a service

contracts to determine whether the licensing

and delivery model provided by the contracts

have been expensed or capitalised as

appropriate depending on the terms of each

contract.

We found no issues as a result of our audit procedures

over the amounts capitalised to property, plant &

equipment and intangible assets.

We found asset useful lives used by the group were

within an acceptable range when compared to those

commonly used in the industry, and appropriately

reflected technological developments within the group’s

intended capital roadmap. We considered the impact of

developments in technology and changes to the group’s

technology transformation strategy on useful lives and

carrying value and considered the carrying value to be

appropriate.


Other information

The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual

Report. Other information includes the 'Connections matter' section which includes the Chair and CEO review,

and 'Other information' section which includes corporate governance disclosures. Our opinion on the

consolidated financial statements does not cover any other information and we do not express any form of

assurance conclusion thereon.

In connection with our audit of the consolidated financial statements our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially

misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been

undertaken so that we might state to the shareholders those matters we are required to state to them in the

independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept

or assume responsibility to anyone other than the shareholders as a body for our audit work, this independent

auditor’s report, or any of the opinions we have formed.

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Connections matterSpark New Zealand Annual Report 2020






Responsibilities of the Directors for the consolidated financial

statements

The Directors, on behalf of the group, are responsible for:

—the preparation and fair presentation of the consolidated financial statements in accordance with generally

accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial

Reporting Standards) and International Financial Reporting Standards;

—implementing necessary internal control to enable the preparation of a set of consolidated financial

statements that is fairly presented and free from material misstatement, whether due to fraud or error; and

—assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless they either intend to liquidate or to

cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial

statements

Our objective is:

—to obtain reasonable assurance about whether the consolidated financial statements as a whole are free

from material misstatement, whether due to fraud or error; and

—to issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance

with ISAs NZ will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of these

consolidated financial statements.

A further description of our responsibilities for the audit of these consolidated financial statements is located at

the External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor's report is David Gates.

For and on behalf of




KPMG

Wellington

26 August 2020



102

Spark New Zealand Annual Report 2020

Independent auditor’s report

Corporate governance disclosures
Stock exchange listings

Spark’s ordinary shares are listed on the NZX and ASX. Spark is admitted to the Official List of ASX as a foreign exempt issuer. As an NZX listed

issuer and ASX foreign exempt issuer, Spark complies with NZX Listing Rules and applicable ASX Listing Rules.

Spark’s American Depositary Shares, each representing five ordinary Spark shares and evidenced by American Depositary Receipts (ADRs), are

traded over-the-counter in the United States. This is a Level 1 ADR programme that is sponsored by Bank of New York Mellon.

Spark Finance Limited, a wholly owned subsidiary of Spark New Zealand Limited, has debt securities listed on the NZX. Details of debt

securities issued by Spark Finance Limited can be found in Spark Finance Limited’s reports at: https://investors.sparknz.co.nz/Investor-Centre

Director remuneration

The total remuneration available to non-executive directors is fixed by shareholders. The current annual remuneration limit is $1,630,000 that

was approved at the annual meeting held in November 2017.

The fees payable to non-executive directors during FY20 were:

BOARD/COMMITTEECHAIR

1

MEMBER

2

Board of Directors$368,700$145,200

Audit and Risk Management Committee (ARMC)$39,100$19,000

Human Resources and Compensation Committee (HRCC)$33,500$16,800

Nominations and Corporate Governance Committee (NOMs)––

1 Committee chair and member fees were not payable to the Chair of the Board. Committee member fees were not payable to committee Chairs.

2 Member fees were payable for each committee.

Committee membership as at 30 June 2020 was as follows:

HUMAN RESOURCES AND

COMPENSATION COMMITTEE

AUDIT AND RISK

MANAGEMENT COMMITTEE

NOMINATIONS AND

CORPORATE GOVERNANCE COMMITTEE

Alison Barrass (Chair)

Ido Leffler

Justine Smyth

Charles Sitch (Chair)

Paul Berriman

Warwick Bray

Pip Greenwood

Justine Smyth (ex officio)

Justine Smyth (Chair)

Alison Barrass

Paul Berriman

Warwick Bray

Pip Greenwood

Ido Leffler

Charles Sitch

The total remuneration received by non-executive directors of Spark during FY20 was as follows:

1

NAME OF DIRECTORBOARD FEES

AUDIT & RISK

MANAGEMENT

COMMITTEE FEES

NOMINATIONS &

CORPORATE

GOVERNANCE

COMMITTEE FEES

HUMAN

RESOURCES AND

COMPENSATION

COMMITTEE FEES

TOTAL

REMUNERATION

2

Justine Smyth$368,700–––$368,700

Alison Barrass$145,200––$33,500$178,700

Paul Berriman$145,200$19,000––$164,200

Warwick Bray

3

$112,056$14,663$126,719

Pip Greenwood$145,200$19,000––$164,200

Ido Leffler$145,200––$16,800$162,000

Charles Sitch$145,200$39,100––$184,300

Total$1,206,756$91,763$50,300$1,348,819

1 The figures shown are gross amounts and exclude GST (where applicable) and are rounded to the nearest dollar.

2 This table excludes contributions towards medical and life insurance of a total of $7,090. Spark meets costs incurred by directors that are incidental to the performance of their duties.

This includes providing New Zealand-based directors with mobile phones and $120 per month home phone account credits and overseas-based directors with $400 per month

phone allowances. Spark also meets the costs of directors’ Spark-related travel. As these costs are incurred by Spark to enable directors to perform their duties, no value is attributable

to them as benefits to directors for the purposes of the above table.

3 Mr Bray was appointed as a director and a member of the ARMC from 23 September 2019.

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Connections matterSpark New Zealand Annual Report 2020

Former Managing Director remuneration
The total remuneration earned by or paid to the former Managing Director, Simon Moutter, for FY20 is as follows:

PERIODSHORT-TERM INCENTIVE

1

EQUITY INCENTIVE

2

FY20 actual remunerationNZ$974,925NZ$779,940

1 FY19 actual STI was earned in FY19 and was paid in FY20.

2 FY19 actual equity incentive was earned in FY19 and was awarded in FY20 in the form of redeemable ordinary shares that will reclassify as ordinary shares in September 2021.

The following former Managing Director long-term incentives vested in FY20:

GRANT YEARSECURITIES

PERFORMANCE

PERIOD

PERFORMANCE

MEASURE

VESTING

OUTCOME

SHARES

TRANSFERRED

VALUE

TRANSFERRED

1

FY17Restricted Shares September 2016

- September 2019

Absolute TSR,

hurdle – Spark’s

annual cost of

equity + 1%

compounding

100% - 3 year TSR

result was 48%

compared with a

37% target

177,151NZ$781,236

TotalNZ$781,236

1 Represents the NZX listed price of Spark shares on the exercise/transfer date multiplied by the number of shares transferred.

Additionally, Mr Moutter’s FY17 Equity Incentive (essentially a deferred STI) vested on 19 September 2019, as the service condition was

satisfied. Accordingly, 91,958 redeemable ordinary shares converted to ordinary shares.

CEO remuneration

The total remuneration earned or paid in FY20, and anticipated target remuneration expected to be earned or paid in FY21, by and to the CEO,

Jolie Hodson is as follows:

PERIODBASE SALARY

1

SHORT-TERM INCENTIVE

2

LONG-TERM INCENTIVE

3

FY20 actual remunerationNZ$1,200,000NZ$747,000NZ$900,000 in the form of share options

FY21 anticipated target remunerationNZ$1,200,000NZ$900,000NZ$900,000 in the form of share options

1 Base salary excludes employer contributions towards KiwiSaver and is not at risk.

2 FY20 actual short-term incentive was earned in FY20 and will be paid in FY21. The gross amount earned in FY19 and paid in FY20 was $458,500. FY21 anticipated short-term

incentive will be earned in FY21 and paid in FY22.

3 FY20 long-term incentive was granted in FY20 and, subject to performance hurdles, will vest in September 2022. FY21 anticipated target long-term incentive will be granted in FY21

and, subject to performance hurdles, will vest in September 2023.

The following CEO long-term incentives vested in FY20:

GRANT YEARSECURITIES

PERFORMANCE

PERIOD

PERFORMANCE

MEASURE

VESTING

OUTCOME

SHARES

TRANSFERRED

VALUE

TRANSFERRED

1

FY17Restricted SharesSeptember 2016

- September 2019

Absolute TSR,

hurdle – Spark’s

annual cost of

equity + 1%

compounding

100% - 3 year TSR

result was 48%

compared with a

37% target

45,351NZ$199,998

TotalNZ$199,998

1 Represents the NZX listed price of Spark shares on the exercise/transfer date multiplied by the number of shares transferred.

The CEO is expected to acquire and hold shares that are at least equivalent in value to 25% of the CEO’s base salary but ideally would increase

this shareholding to 100% of base salary subject to the vesting of shares under any Long-Term Incentive schemes. To fulfil this expectation

shares are to be acquired within a four-year period from 1 July 2019.

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Spark New Zealand Annual Report 2020

Corporate governance disclosures

Other directors’ fees
Mr Richard Quince received a director’s fee of NZ$10,000 (excluding GST) for acting as a director of Teleco Insurance (NZ) Limited. Ocorian

Services (Bermuda) Limited received directors’ fees of US$2,590 in relation to Ms Alison Dyer-Fagundo acting as a director of TCNZ (Bermuda)

Limited while it was a company incorporated under the laws of the Islands of Bermuda, and US$2,900 in relation to Ms Alison Dyer-Fagundo

acting as a director of Teleco Insurance Limited.

Board and committee meeting attendance for FY20

The Board held nine formal meetings during FY20. The table below shows director attendance at these Board meetings and committee

member attendance at committee meetings. Sub-committees of the Board also met regularly throughout the year to consider matters of

special importance.

BOARDARMCHRCCNOMS

Total number of meetings held9752

Alison Barrass9–52

Paul Berriman97–2

Warwick Bray

1

85–2

Pip Greenwood97–2

Jolie Hodson

2

8–––

Ido Leffler9–52

Charles Sitch97–2

Justine Smyth

3

9652

1 Mr Bray was appointed as a director on 23 September 2019.

2 Ms Hodson was appointed as a director on 23 September 2019.

3 Ms Smyth attended ARMC meetings in an ex officio capacity.

During FY20 the Board provided oversight and strategic support to assess the impacts of COVID-19 on Spark’s business. In addition to the

meetings noted in the table above, regular briefing calls were held with management to discuss Spark’s response, including steps taken to

protect our people and keep our business running as a critical lifeline utility.

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Director independence
The Board has determined, based on information provided by directors regarding their interests, that at 30 June 2020 Ms Barrass, Mr Berriman,

Mr Bray, Ms Greenwood, Mr Leffler, Mr Sitch and Ms Smyth were independent. The Board determined that Ms Hodson was not independent

due to her position as CEO.

The criteria for determining director independence and conflict of interest may be found in the Board Charter at: https://www.sparknz.co.nz/

about/governance

Director interests

Directors made the following entries in the interests register for FY20:

• Directors disclosed, pursuant to section 140 of the Companies Act 1993, interests in the following entities during FY20:

DIRECTORENTITYRELATIONSHIP

Paul BerrimanLynx Analytics Pte LimitedCeased to be a director

Pip GreenwoodVulcan Steel LimitedDirector

Ido LefflerBrandless (Dhosi)

Lux Group Limited

Beach House Group

Ceased to be a Board member

Director

1

Ceased to be a director

2

Jolie HodsonLightbox Sport General Partner Limited

Mattr Limited

NZ Telecommunications Forum Incorporated

Appointed and ceased to be a director

3

Director

Board member

Justine SmythPushpay Holdings Limited

Appointed and ceased to be a director

4

1 Appointment effective 24 July 2020.

2 Cessation effective 10 August 2020.

3 Cessation effective 6 August 2020.

4 Cessation effective 18 July 2020.

• Directors disclosed, pursuant to section 148 of the Companies Act 1993, the following acquisitions and disposals of relevant interests in

Spark shares during FY20:

NAMEDATE NATURE OF TRANSACTIONCONSIDERATION NUMBER OF SHARES

Alison Barrass20 February 2020Purchase of ordinary shares$2,585516

Pip Greenwood19 September 2019Purchase of ordinary shares$30,0736,750

14 November 2019Purchase of ordinary shares$59,56213,575

4 June 2020Purchase of ordinary shares$58,66913,000

Jolie Hodson19 September 2019Issue of optionsServices to Spark203,317

26 September 2019Unrestricting of restricted

ordinary shares

Services to Spark45,351

Ido Leffler5 March 2020Purchase of ordinary sharesAUD$102,87222,000

Charles Sitch18 June 2020Purchase of ordinary sharesAUD$78,24118,795

Justine Smyth3 June 2020Purchase of ordinary shares$112,22025,000

• Directors disclosed, for the purposes of section 162 of the Companies Act 1993, that insurance was renewed for Spark’s directors and

senior managers for the 12-month period from 1 June 2020 and deeds of indemnity provided to all directors and specified senior

managers of Spark.

106

Spark New Zealand Annual Report 2020

Corporate governance disclosures

Benefits provided to full-time employees that are not provided to temporary or part-time employees
The following table sets out benefits provided to full-time employees during FY20 that are not provided to temporary or part-time employees

1

:

FULL-TIME PERMANENT

EMPLOYEES

PART-TIME PERMANENT

EMPLOYEES

FIXED-TERM / CASUAL

EMPLOYEES

Parental LeaveYe sYe sYe s

2

Insurance cover:

• Medical

• Life & Terminal Illness

• Income Protection

• Trauma

Ye sYe s

3

No

Spark Account Credit

4

Ye sYe sNo

Ability to participate in Spark

Share

5

Ye sYe sNo

Volunteer Day

6

Ye sYe sNo

Spark Give

7

Ye sYe sNo

8

Eligibility to join Marram

9

Ye sYe sNo

Eligible for Purchased Leave

10

Ye sYe sNo

1 Excludes benefits offered to some subsidiaries, which differ from Spark’s overall benefits suite.

2 Eligibility for Parental Leave is in accordance with Government legislation.

3 Employees must work at least 15 hours a week to be eligible.

4 Employees with a Spark account will receive a monthly credit of $120 which can be used towards Spark products or services.

5 Spark’s employee share purchase scheme.

6 The opportunity for Spark employees to take a day of paid volunteer leave.

7 If an employee donates to a charity or to a school directly from their pay then Spark will match the amount dollar-for-dollar, up to a $500 annual matching cap.

8 Casual employees are ineligible.

9 Marram Trust offers access to accommodation across New Zealand for discounted rates, as well as providing a basic level of healthcare cover.

10 The ability to purchase additional annual leave via a deduction of base salary.

107

Connections matterSpark New Zealand Annual Report 2020

Employee remuneration
The table below shows the number of employees and former employees, not being directors of Spark, who, in their capacity as employees,

received remuneration and other benefits during FY20 totalling NZ$100,000 or more

1

.

RANGECURRENTFORMERTOTALRANGECURRENTFORMERTOTAL

$100,000 - $110,000 33617353$360,001 - $370,000 527

$110,001 - $120,000 3647371$370,001 - $380,000 202

$120,001 - $130,000 27113284$380,001 - $390,000 224

$130,001 - $140,000 2105215$390,001 - $400,000 101

$140,001 - $150,000 1876193$400,001 - $410,000 101

$150,001 - $160,000 1385143$410,001 - $420,000 213

$160,001 - $170,000 77279$420,001 - $430,000 101

$170,001 - $180,000 78078$430,001 - $440,000 101

$180,001 - $190,000 53255$460,001 - $470,000 101

$190,001 - $200,000 45146$470,001 - $480,000 202

$200,001 - $210,000 31031$480,001 - $490,000 202

$210,001 - $220,000 31031$490,001 - $500,000 101

$220,001 - $230,000 20525$510,001 - $520,000 101

$230,001 - $240,000 10313$520,001 - $530,000 101

$240,001 - $250,000 808$530,001 - $540,000 202

$250,001 - $260,000 10010$550,001 - $560,000 101

$260,001 - $270,000 9312$560,001 - $570,000 202

$270,001 - $280,000 505$800,001 - $810,000 202

$280,001 - $290,000 325$860,001 - $870,000 112

$290,001 - $300,000 303$910,001 - $920,000 011

$300,001 - $310,000 617$970,001 - $980,000 101

$310,001 - $320,000 101$1,040,001 - $1,050,000 101

$320,001 - $330,000 707$1,070,001 - $1,080,000 101

$330,001 - $340,000 303$1,090,001 - $1,100,000 011

$350,001 - $360,000 202$1,200,001 - $1,210,000 011

Total1,942812,023

1 The table includes base salaries, short-term incentives and vested long-term incentives. The table does not include: amounts paid after 30 June 2020 relating to FY20; long-term

incentives that have been granted and have yet to vest (based on grant values, the total value of which was NZ$9.03 million as at 30 June 2020); product and service concessions

received by employees; contributions paid towards health and other insurances; contributions paid to the Government Superannuation Fund (a legacy benefit provided to a small

number of employees); and, if the individual is a KiwiSaver member, contributions of 3% of gross earnings towards that individual’s KiwiSaver scheme.

108

Spark New Zealand Annual Report 2020

Corporate governance disclosures

Shareholdings
As at 30 June 2020 there were 1,837,044,943 Spark ordinary shares on issue, each conferring to the registered holder the right to one vote on a

poll at a meeting of shareholders on any resolution, held as follows:

SIZE OF HOLDINGNUMBER OF HOLDERS

1

%NUMBER OF SHARES%

1-1,00012,79330.696,628,3370.36

1,001-5,00017,67942.4046,242,1442.52

5,001-10,0006,01414.4344,528,9692.42

10,001-100,0004,99211.97113,437,7336.18

100,001 and over2140.511,626,207,76088.52

Total41,692100.001,837,044,943100.00

1 Includes 1,214,002 shares on issue held by Spark Trustee Limited on behalf of 41 holders for the Spark Long-Term Incentive Plan (as further described in note 6.2 of the financial

statements). There are 1,190,024 shares on issue held by Spark Trustee Limited on behalf of 1,111 holders for Spark Share.

As at 30 June 2020 there was an additional class of 210,061 redeemable ordinary shares on issue all held by Mr Simon Moutter (the former

Managing Director). Redeemable ordinary shares have the same voting rights as ordinary shares (but are subject to restrictions

regarding disposal).

The 20 largest registered holders of Spark shares at 30 June 2020 were:

NAME

1

NUMBER OF SHARES%

1.HSBC Nominees (New Zealand) Limited

2

365,556,76419.90

2.HSBC Nominees (New Zealand) Limited

2

215,304,35611.72

3.JP Morgan Chase Bank204,779,71811.15

4.Citibank Nominees (NZ) Limited140,240,3587.63

5.HSBC Custody Nominees (Australia) Limited76,382,8944.16

6.National Nominees New Zealand Limited54,934,7652.99

7.Accident Compensation Corporation51,721,4572.82

8.New Zealand Superannuation Fund Nominees Limited39,063,4602.13

9.Cogent Nominees Limited37,963,4572.07

10.BNP Paribas Nominees NZ Limited

3

35,123,2051.91

11.JP Morgan Nominees Australia Pty Limited33,670,4891.83

12.Citicorp Nominees Pty Limited29,602,0311.61

13.FNZ Custodians Limited23,288,9051.27

14.National Nominees Limited22,448,0041.22

15.BNP Paribas Nominees NZ Limited

3

22,240,1591.21

16.Premier Nominees Limited21,453,5011.17

17.Tea Custodians Limited21,189,2631.15

18.Forsyth Barr Custodians Limited20,865,2921.14

19.JB Were (NZ) Nominees Limited16,492,4530.90

20.New Zealand Depository Nominee15,340,7900.84

1 The shareholding of New Zealand Central Securities Depository Limited (custodian for members trading through NZClear) has been reallocated to the applicable members.

2 Has a different holder identification number to the other HSBC Nominees (New Zealand) Limited entry.

3 Has a different holder identification number to the other BNP Paribas Nominees NZ Limited entry.

109

Connections matterSpark New Zealand Annual Report 2020

According to substantial holder notices as at 30 June 2020 the substantial holders in Spark were as follows:
NAMENUMBER OF ORDINARY SHARES% OF ORDINARY SHARES ON ISSUE

1

Blackrock Investment Management (Australia) Limited137,946,7717.51

The Vanguard Group, Inc95,668,0545.21

1 Based on issued share capital of 1,837,044,943 as at 30 June 2020.

As at 30 June 2020 directors, or entities related to them, held relevant interests (as defined in the Financial Markets Conduct Act 2013) in Spark

shares as follows:

NAME

RELEVANT INTEREST IN SPARK SHARES AT 30 JUNE 2020

NUMBER%

1

Alison Barrass37,7160.0021

Paul Berriman20,0000.0011

Warwick Bray––

Pip Greenwood33,325

2

0.0018

Jolie Hodson347,474

3

0.0189

Ido Leffler32,000

4

0.0017

Charles Sitch32,729

5

0.0018

Justine Smyth375,201

6

0.0204

1 Each percentage stated has been rounded to the nearest 1/1000th of a percent.

2 Relevant interest in beneficial ownership of 33,325 ordinary shares held by Custodial Services Limited as custodian for Rakino Trust.

3 Includes 52,018 ordinary shares, 203,317 options and 92,139 restricted shares.

4 Relevant interest in beneficial ownership of 32,000 ordinary shares held by DJL International Pty Limited as trustee of the Maxim Trust.

5 Relevant interest in beneficial ownership of 32,729 ordinary shares held by Sitch Superannuation Pty Limited.

6 Relevant interest in beneficial ownership of 375,201 ordinary shares held by Miksha Trust.

All non-executive directors are expected to hold Spark shares. Subject to personal circumstances (that should be discussed with the Chair or, in

the case of personal circumstances of the Chair, with the Chair of the ARMC, as appropriate), there is an expectation that each non-executive

director will purchase and hold an amount of shares that are at least equivalent in value to the non-executive director base member fee as at

the date of their appointment or, in the case of directors appointed before 1 July 2017, as at 1 July 2017. Shares are to be purchased within a

three-year period from the date of appointment or, in the case of directors appointed before 1 July 2017, within a three-year period from that

date. To assess whether this expectation has been met, the aggregate purchase price for all shares acquired, less the aggregate sale price for all

shares disposed (if any), is used to calculate value.

110

Spark New Zealand Annual Report 2020

Corporate governance disclosures

Subsidiary company directors
The following people held office as directors of subsidiary companies at 30 June 2020. Alternate directors are indicated with an (A).

SUBSIDIARY COMPANYPRINCIPAL ACTIVITYCURRENT DIRECTORSDIRECTORS WHO

RETIRED DURING

THE YEAR

Computer Concepts LimitedIT infrastructure and Cloud services M Anastasiou, G McBeath, S KnightD Chalmers, J Hodson

Digilife New Zealand LimitedHome securityM Stribling, M SheppardD Werder

Digital Island LimitedBusiness telecommunications providerS Knight, G McBeathD Chalmers, J Hodson

Gen-i Australia Pty LimitedProvides outsourced

telecommunications services

F Evett, I Hopkins

Gen-i LimitedHolding company

S Knight, G McBeath

J Hodson

Mattr LimitedSoftware company focused on

decentralised identity and verifiable data

C Barber, J Hodson

Qrious LimitedBig-data analytics businessN Morris, S Knight D Chalmers

Qrious Consulting LimitedData consulting companyN Morris, S Knight

Revera LimitedIT infrastructure and data centre

provider

M Anastasiou, G McBeath, S KnightD Chalmers, J Hodson

Spark Finance LimitedGroup finance companyM Anastasiou, M Sheppard, S Knight,

A White

D Chalmers, D Werder

Spark New Zealand Cables LimitedInvestment companyM Sheppard, C Fraser

Spark New Zealand LS Limited

Lightbox Sport Limited partnership

G McBeath, S KnightD Chalmers, J Hodson

Spark New Zealand Trading LimitedProvides local, national and

international telephone and data

services

M Anastasiou, S Knight, M Beder

D Chalmers, J Hodson

Spark Retail Holdings LimitedRetailer of telecommunications

products and services

M Anastasiou, S KnightD Chalmers

Spark Trustee LimitedTrustee companyM Anastasiou, S Knight D Chalmers

TCNZ Australia Investments Pty

Limited

Holding company

F Evett, I Hopkins

TCNZ (Bermuda) LimitedHolding companyD Havercroft, J Wesley-SmithA Dyer-Fagundo, A

Pirie (A), M Stribling (A)

TCNZ Financial Services LimitedInvestment companyM Anastasiou, F Evett

TCNZ (United Kingdom) Securities

Limited

Holding/investment company

F Evett, M Palmer, J Reader

Teleco Insurance LimitedGroup insurance companyM Beder, A Dyer-Fagundo, A White,

M Anastasiou (A), F Evett (A)

D Werder

Teleco Insurance (NZ) LimitedMobile phone insuranceA White, R QuinceD Werder

Telecom Capacity LimitedHolding companyS Knight, J Wong D Chalmers

Telecom Enterprises LimitedInvestment companyM Anastasiou, S KnightD Chalmers

Telecom New Zealand (UK)

Enterprises Limited

Holding/investment companyF Evett, M Sheppard

Telecom New Zealand USA LimitedProvides international wholesale

telecommunications services

D Reeve, J WongD Werder

Telecom Pacific LimitedHolding companyM Anastasiou, M Sheppard

Telecom Southern Cross LimitedHolding companyM Anastasiou, S KnightD Chalmers

Telecom Wellington Investments

Limited

Investment companyM Anastasiou, F Evett

Telegistics LimitedMobile phone repair and equipment

distribution

R Singh, D Reeve, C Fletcher,

R Adams

111

Connections matterSpark New Zealand Annual Report 2020

Managing risk framework roles and responsibilities
ACTIVITY PERFORMED

BOARD

& ARMC

LEADER-

SHIP

SQUAD RISK

LEGAL

(DIGITAL

TRUST)

ORG

UNIT

LEADS

CENTRE OF

EXCELLENCE

LEADS

POLICY

OWNERS

ALL

SPARK

PEOPLE

Approves the Managing Risk Policy


Monitors the managing risk framework


Reviews principal risk updates


Performs other items from its charter


Prepares strategy and annual plan


Runs QBR process and determines priorities


Coaches and guides Leads


Assigned as owners of identified principal risks


Designs and continuously improves the managing

risk framework


Helps the business apply the framework


Prepares principal risk updates for the LS and ARMC


Helps Leads to capture their risks for the QBR

content


Executes Internal Audit plan (objective assurance)


Designs and continuously improves the

empowerment framework


Creates empowerment & and functional

guidance kits


Oversees essential policies and webpage


Creates and delivers training modules


Use the Empowerment and Managing

Risk Frameworks


Understand and adhere with the essential policies


Maintain view of risks for OKRs and fill in QBR Memo


Provide input into principal risk process


Escalate risks to LS or Risk Team (if required)


Review risk sections in QBR packs across Spark


Maintain view of risks for their OKRs and fill in QBR


Support Leads to manage identified risks


Provide input into principal risks


Maintain policy and guidance material


Complete assessments of effectiveness


Participate in policy owner working groups


Follow this framework and the essential policies


Make informed decisions after assessing the benefits

and risks


112

Spark New Zealand Annual Report 2020

Corporate governance disclosures

External initiatives and membership of associations
Stakeholder engagement

Spark engages with a broad range of stakeholders as detailed in the table below. We have also engaged a small number of stakeholders

specifically for the purposes of developing and improving our non-financial reporting, and as part of our reporting materiality process. In

selecting the stakeholders we engaged with, we are guided by the definition set out in GRI 101: “entities or individuals that can reasonably be

expected to be significantly affected by the organisation’s activities, products, or services; or whose actions can reasonably be expected to

affect the ability of the organisation to implement its strategies or achieve its objectives.”

STAKEHOLDER GROUPHOW WE ENGAGE

Spark employees• Regular engagement through eNPS (employee net promotor score) methodology and newly launched

Joyous real-time employee feedback tool

• Comprehensive programme of internal communication and engagement from Leadership Squad (through

roadshows and online channels)

• Engagement with cross-section of employees in the preparation of this report

ShareholdersRegular engagement with investors including:

• Semi-annual earnings announcements, together with semi-annual post result investor briefings

• Semi-annual shareholder newsletters

• Annual meeting that allows shareholders a chance to ask questions directly of the Spark Board

• Regular investor roadshows

• Periodic investor strategy briefings

Suppliers• Ongoing conversations with our suppliers – both informal and formal

Customers• Regular feedback from customers on their experiences with us and their views of Spark through our Net

Promotor Score methodology and our Voice of the Customer programme

Government

• Engagement with central Government on issues related to the telecommunications industry, competition,

infrastructure investment and digital equity

• Engagement with local government to manage the process and impacts of infrastructure investment

Media

• Responding to media enquiries and through a proactive programme of engagement with key members of

New Zealand’s media

Local communities

• Engagement with local communities affected by our activities, in particular where we are building new

network infrastructure

Community partners• Spark Foundation works in partnership with, and engages, our community partners on an ongoing basis

Industry organisations

• Engagement with a number of industry organisations representing the technology community,

telecommunications users and the New Zealand business community

External initiatives Spark subscribes to or endorses

• Spark is a founding member of the Climate Leaders Coalition (CLC). The CLC is a group of CEOs who have collectively committed to

voluntary action on climate change, measuring and publicly reporting on their emissions, and setting an absolute target for reducing

emissions in line with the Paris Agreement. See page 33.

• Spark has committed to a government-accredited voluntary Product Stewardship scheme for mobile phones, which is actioned by the

Re:Mobile initiative. See page 35.

Spark was an active member of the following associations in FY20:

New Zealand Internet Task Force

International Telecommunication Union (Radiocommunication Sector membership)

NZTech (Including Internet of Things Alliance and AI Industry Forum)

BusinessNZ

Sustainable Business Council

Aotearoa Circle

Global Women

New Zealand Telecommunications Forum (TCF)

GSM Association (GSMA)

Champions for Change

113

Connections matterSpark New Zealand Annual Report 2020

Material issues
To prioritise Spark’s reporting on sustainability topics we have followed GRI’s materiality principle (set out in GRI 101) to identify and prioritise

topics which substantively influence the assessments and decisions of stakeholders or have a significant environmental, social or economic

impact.

Our assessment of material topics includes analysis of stakeholder feedback, review of industry peers and interviews with external stakeholders.

Internally we consult with a range of employees, including members of our strategy, finance, community, corporate relations, risk, legal and HR

teams, to determine Spark’s view of topics meeting the GRI materiality principle criteria.

In FY20 we have reviewed and updated our list of material impacts, taking into account new and emerging issues particularly related to the

impact of COVID-19. This has prioritised our role to support economic recovery, and highlighted the importance of investment in resilient and

adaptable infrastructure. We have also followed the materiality principles of the Integrated Reporting International <IR> Framework,

considering whether a matter could substantively affect Spark’s ability to create value in the short, medium or long term.

• Customer experience and support

• Data privacy and security

• Digital equity

• Equipping people for the future of work

• Operational excellence and financial performance

• Building partnerships for a strong Aotearoa

• Resilient, adaptable network infrastructure

• Supporting business customers through partnership

• Competition and regulation

• Diversity and Inclusion

• Ethical behaviour

• Ethical supply chain and procurement practices

• Adaptation to physical risk from climate change

• Disaster and crisis response

• Heath, Safety and Wellbeing

• Investment in innovation

• Leveraging services for community and

environmental outcomes

• Product stewardship

• Responsible and fair use of our products

and services

• Community investment

• Infrastructure impact

• Operational efficiency, emissions and waste

• Responsible employment practices

• Ta x

SIGNIFICANCE OF ECONOMIC, ENVIRONMENTAL AND SOCIAL IMPACTS

INFLUENCE ON STAKEHOLDER ASSESSMENTS AND DECISIONS

114

Spark New Zealand Annual Report 2020

Corporate governance disclosures

Global Reporting Initiative (GRI) content index
Our disclosure against each material topic includes our management approach, considering the requirements of GRI 103:

Management Approach.

Note: CGS refers to Spark’s Annual Corporate Governance Statement, which may be found here:

https://www.sparknz.co.nz/about/governance

IndicatorDisclosurePage number / reference

GRI 102: General disclosures 2016

102-1Name of the organisation4

102-2Activities, brands, products and services8

102-3Location of headquarters118

102-4Location of operations8

102-5Ownership and legal form103, 109

102-6Markets served8

102-7Scale of the organisation8-9, 84, 109

102-8Information on employees and other workers31

102-9Supply chain49

102-10Significant changes to the organisation and its supply chain59

102-11Precautionary principle or approach46-47

102-12External initiatives113

102-13Membership of associations113

102-14Statement from senior decision-maker10-13

102-16Values, principles, standards and norms of behaviour6, 19, 46, CGS Principle 1

102-18Governance structure42-43, 46, CGS Principles 2, 3 and 4

102-40List of stakeholder groups113

102-41Collective bargaining agreements

<1% of Spark employees in FY20

102-42Identifying and selecting stakeholders113

102-43Approach to stakeholder engagement113

102-44Key topics and concerns raised114

102-45Entities included in the consolidated financial statements58, 111

102-46Defining report content and topic boundaries113-114

102-47List of material topics114

102-48Restatements of information

33 (Emissions reporting)

102-49Changes in reportingN/A

102-50Reporting period4

102-51Date of most recent reportSpark’s FY19 Annual Report was

published on 21 August 2019

102-52Reporting cycle

Spark reports annually. Our financial

year is 1 July – 30 June

102-53Contact point for questions relating to the report118

102-54Claims of reporting in accordance with GRI standards4

102-55GRI content index115-116

102-56External assurance98-102

GRI 200 Economic Standard Series

201-2Financial implications and other risks and opportunities due to climate

change

48

203-1Infrastructure investments and services supported22-25

206-1Legal actions for anti-competitive behaviour, anti-trust and monopoly

practices

19

115

Connections matterSpark New Zealand Annual Report 2020

GRI 300 Environmental Standard Series
305-1Direct (Scope 1) emissions33

305-2Energy indirect (Scope 2) emissions33

305-3Other indirect (Scope 3) emissions33

306-2Management of significant waste-related impacts34-35

306-3Waste generated34-35

308-1New suppliers that were screened using environmental criteria49

308-2Negative environmental impacts in the supply chain and actions taken49

GRI 400 Social Standard Series

401-1New employee hires and employee turnover31

401-2Benefits provided to full-time employees that are not provided to

temporary or part-time employees

107

401-3Parental leave30

403-1

(2018)

Occupational health and safety management system28

403-9

(2018)

Work-related injuries28 (TRIFR reporting)

404-2Programmes for upgrading employee skills and transition assistance

programmes

17, 26-27

405-1Diversity of governance bodies and employees30-31, 43

405-2Ratio of basic salary and remuneration of women to men30

414-1New suppliers that were screened using social criteria49

414-2Negative social impacts in the supply chain and actions taken49

417-3Incidents of non-compliance concerning marketing communications19

418-1Substantiated complaints concerning breaches of customer privacy and

losses of customer data

19

116

Spark New Zealand Annual Report 2020

Corporate governance disclosures

Glossary
3Gthird-generation mobile network as defined by the International Telecommunications Union.

4Gfourth-generation mobile network as defined by the International Telecommunications Union.

5Gfifth-generation mobile network as defined by the International Telecommunications Union.

ADRan American Depositary Receipt.

ARMCthe Audit and Risk Management Committee.

ARPUAverage Revenue per User.

ASXthe Australian Securities Exchange.

Burstableable to exceed maximum bandwidths for short periods.

CCLComputer Concepts Limited.

CCNConverged Communications Network.

CompanySpark New Zealand Limited.

EBITDAIearnings before finance income and expense, income tax, depreciation, amortisation and net investment income.

EMFsElectromagnetic fields.

eNPSemployee Net Promoter Score and is our measure of employee satisfaction.

GRIthe Global Reporting Initiative.

Groupthe Group in relation to these financial statements, which are prepared for Spark New Zealand Limited (the

Company) and its subsidiaries (together the Group).

HRCCthe Human Resources and Compensation Committee.

IoTthe Internet of Things.

IFRSInternational Financial Reporting Standards.

LT ELong-Term Evolution.

LT ILong-Term Incentive, which is part of Spark Leadership Team and former Managing Director and CEO remuneration.

NOMsthe Nominations and Corporate Governance Committee.

NPSNet Promoter Score.

NZ GAAPGenerally Accepted Accounting Practice in New Zealand.

NZ IASNew Zealand International Accounting Standard.

NZ IFRSNew Zealand Equivalent to International Financial Reporting Standards.

NZXNZX Limited.

OTNOptical Transport Network.

PSTNPublic Switched Telephone Network.

QBRQuarterly Business Review.

RWCthe 2019 Rugby World Cup.

SMESmall and medium enterprise.

Southern CrossSouthern Cross Cables group of companies, which consists of two sister companies, Southern Cross Cables

Holdings Limited and Pacific Carriage Holdings Limited and their subsidiaries.

SRANSingle Radio Access Network.

STIShort-Term Incentive, which is part of Spark Leadership Team and former Managing Director and CEO

remuneration.

TSRTotal Shareholder Return and is a measure of share price appreciation and dividends paid over a given period.

117

Connections matterSpark New Zealand Annual Report 2020

Contact details
Registered office

Level 2

Spark City

167 Victoria Street West

Auckland 1010

New Zealand

Ph +64 4 471 1638 or 0800 108 010

Company secretary

Silvana Roest

For more information

For inquiries about transactions, changes of address or dividend payments contact the share registries below.

New Zealand registry

Link Market Services Limited

Level 11 Deloitte Centre

PO Box 91976

80 Queen Street

Auckland 1142

Ph +64 9 375 5998 (investor inquiries)

Fax +64 9 375 5990

enquiries@linkmarketservices.com

www.linkmarketservices.co.nz

Australian registry

Link Market Services Limited

Level 12

680 George Street

Sydney NSW 2000

Australia

Locked Bag A14

Sydney South NSW 1235

Australia

Ph +61 1300 554 484 (investor inquiries)

Fax +61 2 9287 0303

registrars@linkmarketservices.com.au

www.linkmarketservices.com.au

United States registry

Computershare Investor Services

P.O. Box 505000

Louisville, KY 40233-5000

United States of America

Ph +1 888 BNY ADRS (+1 888 269 2377) or

+1 201 680 6825 (from outside the

United States)

shrrelations@cpushareownerservices.com

www.mybnymdr.com

Spark New Zealand Limited

ARBN 050 611 277

For inquiries about Spark’s operating and financial performance contact:

investor-info@spark.co.nz

Investor Relations

Spark New Zealand Limited

Private Bag 92028

Auckland 1142

New Zealand

investors.sparknz.co.nz

insight

creative.co.nz

SPARK046

118

Spark New Zealand Annual Report 2020

Corporate governance disclosures

investors.sparknz.co.nz
ARBN 050 611 277

---

Results overview

How we adapted and delivered in FY20
Delivered what we said

we would – FY20 results

within guidance

Dividend of 25.0c and

total shareholder return

of 19% in FY20

Adapted at pace to COVID-19,

supporting our people,

customers and New Zealand

Successfully delivered our

3-year plan, and developed a

new path to FY23 that builds

on our competitive

advantage

3

FY20 snapshot
EBITDAI

(1)

$1,113m

REVENUE

(2)

$3,623m

EBITDAI MARGIN

30.7%

MOBILE SERVICE

REVENUE MARKET SHARE

(3)

40.2%

CONSUMER & SMALL

BUSINESS iNPS

+33

EMPLOYEE NPS

+66

DIGITAL EQUITY

9,559

iNPS score up 10 points from FY19

2.1% increase from FY19

2.5% increase from FY19

(0.2pp) decrease from FY19

1.0pp increase from FY19

# Skinny Jump connections –up

from 3,016 in FY19

People engagement score, up

25 points from FY19

10.8% increase from FY19

$443m

CLOUDREVENUE

(4)

(1)

Earnings before finance income and expense, income tax, depreciation, amortisation and net investment income (EBITDAI) is a non-Generally Accepted Accounting Practice performance measure that is defined and reconciled to

Spark New Zealand’s Annual Report

(2)

Operating revenue and other gains

(3)

Market share estimates sourced from IDC

(4)

Cloud, security & service management revenue

4

FY20 guidance delivered
FY19 ActualFY20 GuidanceFY20 Actual

EBITDAI

$1,090m$1,100m-$1,120m$1,113m

Capital expenditure

$417m~$370m$374m

Dividend per share

Ordinary 22.0c

(75% imputed)

Special 3.0c

(75% imputed)

Ordinary 25.0c

(at least 75% imputed)

Ordinary 25.0c

H1 FY20

(75% imputed)

H2 FY20

(1)

(100% imputed)

(1)

Dividend Reinvestment Plan reinstated for H2 FY20 dividend. Shares issued under the Dividend Reinvestment Plan will be issued at a 2% discount to the prevailing market price as determined around the time of issue

5

FY20 highlights
(1)

Market share estimates sourced from IDC

(2)

H1 FY20 service revenue growth of 5.5%. H2 FY20 service revenue growth of 2.4% impacted by loss of roaming revenues due to COVID-19 border closures

(3)

Endless plans are Spark’s mobile plans with unlimited calling minutes, unlimited SMS and an allowance of data to use at the maximum available speed, after which they are able to continue using mobile data but at a reduced speed

(4)

Estimated cost savings based on average wireless broadband volumes multiplied by the bundled UBA/UCCL input cost

(5)

Hewlett Packard Enterprise annual partner awards for the Asia Pacific region

WIRELESSDIGITAL SERVICES

MOBILEBROADBAND

CLOUD, SECURITY AND

SERVICE MANAGEMENT

Only NZ mobile provider to grow

service revenues, connections

and total ARPU in FY20

(1)

YoY increase of 79k in pay

monthly connections

Tripled customer base on

Endless

(3)

mobile propositions

Service revenue growth of 3.9%

(2)

driven by Endless upsell, partially

offset by COVID-19

Secured 60MHz of critical 5G

C-band spectrum

~$74m

(4)

annualised gross

cost reduction in access costs

Total YoY connection growth

of 14k

22% of base now on wireless

broadband

74% of base now on Unlimited

or Unplan, up 9pp YoY

Kept New Zealand working,

learning and connecting during

lockdown

Cloud, security and service

management revenue up $43m

or 10.8% YoY

Reveraand CCL businesses

successfully integrated

Launch of digital transformation

consultancy business Leaven

CCL awarded strategic partner

and service provider of the year

(5)

Announced strategic partnership

with Microsoft to drive adoption

of Azure cloud technologies

6

FY20 indicators of success
(1)

Consumer and business segments only

(2)

Internet of Things

(3)

Measured as school aged children 5-18 years who participate in one of the Spark Foundation’s digital inclusion or skills and capability programmes including Jump Digital Native Academy, Code Club, The Electric Garden and Like a Boss

(4)

Impacted by stop sell in the lead up to RWC and during COVID-19 lockdown

MeasuresTarget

30 June 2020

Actual

30 June 2020

Build customer intimacy

Consumer and small business iNPS8 pointliftAchieved

Growth in mobile and broadband change transactions completed online30%Exceeded

Create a wireless future

Go-live of 5G for America’s Cup (subject to spectrum)Ready for July 2020 launchLaunched

Preparation for commercial launch of 5G (subject to spectrum)

5G sites deployed to targeted geographical

locations

Launched

Growth in wireless broadband connections+20k+16k

(4)

- Not achieved

Create New Zealand’s

premier sports streaming

experience

Rugby World Cup tournament

Successfully deliver the RWC tournament with

platform availability of 99.9%

Delivered platform availability of

99.8%

Grow key markets

Mobile service revenue growth

(1)

4% to 5%Achieved

Cloud, security and service management revenue growth8% to 10%Achieved

Growth in number of connected IoT

(2)

devices60%Achieved

Launch progressive rollout of new concept Spark retail storesBy end of September 2019Completed

Mature Agile leadership

Percentage of Agile squads at or above level 385%Achieved

Deliver best cost

EBITDAI marginAt least 31%Achieved

Lead on sustainability

Transition to integrated reportingFor FY20 annual reportAchieved

Number of school students participating in one of the Spark Foundation’s

programmes

(3)

10kAchieved

7

Current 3-year plan successfully delivered
Outstanding customer

experience

Significant improvements across most key NPS

(1)

measures – with many above

+30.

Solid progress

Holding market share

Winning in mobile, growing connections and outpacing the market in mobile service

revenue share growth.

New Zealand’s largest hybrid cloud provider.

Return to broadband connection growth with focus on stablisingrevenues.

Achieved

Lowest cost operator

$228m gross cost reduction since FY17. Delivered through Quantum programme

focused on digitisation, automation and simplification and ongoing focus on

productivity and efficiency.

Delivered

Growing key markets

Sustained growth in mobile, cloud, security and service management.

Broadband market remains challenging.

Achieved

Top decile culture

Employee NPS +66.Continue to mature Agile ways of working.Strong diversity

and inclusion focus.

Achieved

Top 10 global telco ROI

Ranked #1against international peers

(2)

for Total Shareholder Returns. Compound

annual growth rate of 13%

(3)

Three-year

(3)

Return on Invested Capital 16% per annum. Ranked #2 against

international peers

(2)

.

(1)

Net Promoter Scoreis an index ranging from -100 to 100 that measures the willingness of an employee or customer to recommend a company to others

(2)

Pre-tax ROIC and TSR versus international peers: Verizon, BT Group, Telstra, Swisscom, Singapore Telecom, AT&T, Orange, KT Corporation, Vodafone Group, Telecom Malaysia

(3)

Representing the last three reported years for each peer

Revenue

0-2% CAGR

Achieved

EBITDAI

at least 31% margin

Achieved

Dividend

Sustainable total dividend of

25cps or above that is not

supplemented by debt

Solid progress

8

With strong market outcomes and industry leading returns

Create a
Sustainable Spark

Be bold in our business to have a positive

impact on our communitiesand the

environment.

•Invest in the capabilities of our people, equipping them to thrive in a

digital future

•Reduce our footprint and meet our emissions target of -25% by 2025,

investing in our fleet and infrastructure

•Be responsible, transparent and accountable for our social and

environmental performance

Economic Recovery and

Transformation

Help New Zealand transform to a high

productivity, low carbon economy.

•Focus our infrastructure investment on supporting NZ’s recovery

and transformation

•Support Kiwi businesses to adapt to become more

productive, resilient and sustainable through technology

•Support New Zealanders to upskill and adapt to new ways

of working

Champion

Digital Equity

Champion digital equity so all New

Zealanders have the opportunity to thrive

in a digital future.

•Extend the reach of Skinny Jump to benefit more households

– 20,000 by June 2021

•Partner alongside the Spark Foundation to address barriers

to digital equity, including access, skills, trust and motivation

•Champion diversity and inclusion in our business and

our communities

We will work alongside New Zealand to harness

the power of technology and create a positive

digital future for all.

New Sustainability

Framework introduced

9

FY20 – a year characterised by its final quarter
oIncrease in demand for collaboration products in support of

shift to working from home

oAcceleration of digital transformation as customers looked to

modern workplace tools

oPartnered with Ministry of Education to rollout Skinny Jump

wireless broadband modems to ensure as many kids could

participate in distance learning as possible

The impact of COVID-19 was moderated by the fact it only materialised in New Zealand in the final

quarter. Total negative EBITDAI impact of approximately $25m in FY20

(1)

COVID-19 OpportunitiesCOVID-19 Impacts

oLoss of higher-margin roaming revenue

oRetail revenue reductions due to store closures

oRemoval of overage fees on capped broadband plans

oWaived late payment fees and disconnections as a result of

financial hardship

oNo live sport globally, resulting in the Spark Sport platform

being provided free of charge

Spark will continue to respond and mitigate any COVID-19 impacts and reduce costs across the business

while supporting our customers and the community to work, learn and connect

10

(1)

The negative impact of $25m includesan additional $6 million expected credit loss provision primarily driven by the additional risk arising from uncertain future economic conditions. See note 1.3 of Spark’s 2020 Annual Report

Our new context

COVID-19 impacts will materialise further in FY21
•IMF has predicted the largest global economic downturn since the Great Depression of the

1930s, this will have flow on impacts forNew Zealand given our dependence on global trade and

tourism.

•Tourism unlikely to return to historical levelsfor some time.

•New Zealand will enter a recession and unemployment is forecast to increase.

•The impact on small-medium businesses, many of whom are our customers, may be significant.

•This creates an environment ofvolatility and uncertainty, which has been further exacerbated by

the resurgence of COVID-19.

•Billing collection risk as customers experience financial hardship and wage subsidies roll off.

•Mobile market growth likely to be slower, particularly roaming and mobile handsets.

•IaaS and SaaS

(1)

likely to benefit, but potentially some offset in other IT outsourcing programmes.

•Greater confidence to increase caps and drive wireless broadband uptakeafter strong network

performance during lockdown.

•Cost reduction programs require acceleration in FY21.

•5G rollout and sustainability focus on digital divide even more critical to support New Zealand’s

recovery.

12

(1)

Infrastructure as a Service and Software as a Service

Macro trends are accelerating
A seismic shift of business and

society from physical to digital.

Increasing pace of technology

disruption and business transformation.

Exponential growth in data –

data is the future currency.

Greater emphasis on connectivity as a

basicsocial need.

Explosion of connected

devices.

An unprecedented

recessionary event requiring a

period of nation building and

a focus on affordability.

13

The next three years

We are not immune to COVID-19 impacts, but well positioned
•Spark remains committed to its S&P A- credit rating and continues to have

sufficient access to funding.

A leading

network

Strong

balance sheet

Diversified

Agile

Supportive

macro trends

•We have re-engineered our IT stack and invested in network capacity over a

sustained period, while competitors are just starting the journey.

•We have diversified beyond traditional telco services and operate as an end-

to-end digital services company.

•Our flip to Agile is reaching maturity and has improved our speed to market,

customer centricity and culture.

•As New Zealanders and businesses embrace digitisation our opportunities

increase, and our multi-brand strategy caters to value-conscious consumers.

15

The next three years
•Spark will share its next three year strategy at an Investor Briefing on 16 September 2020.

•The new strategy is an evolution – building on the momentum of the prior three years.

•It will be focussed on a set of core capabilities that will underpin growth in our key markets and in

new markets.

•As New Zealand recovers from COVID-19, our sustainability strategy will be focussed on improving

Spark’s sustainability performance,supporting economic transformationand liftingdigital equity.

16

A strategic focus on unconstrained capacity will underpin
growth in wireless

1.

Simplificationand moving off legacy technology will pave the way for

technology evolution, new revenue streams, and improved cost base and

environmental performance.

2.

5G rollout will cater to customers with high data needs, underpin innovation

and free up 4G spectrum to increase capacity in regional and rural areas.

3.

Wireless broadband take-up will continue to grow as 5G delivers greater

capacity and speeds over time.

4.

Big data and AI driving enhanced customer experience, lower cost of

acquisition and improving data insights and return on marketing investment.

17

Financials

Financial summary
Strong operational and financial results with all guidance metrics met. Impact of COVID-19 occurring in final quarter

moderating impact on FY20 performance

(1)

Lower tax expense due to depreciation allowances being reintroduced for

commercial building as part of the Government COVID-19 assistance package; and

a higher proportion of non-taxable gains

(2)

Net debt at hedged rates as reported in note 4.4 of Spark’s FY20 Annual Report

(3)

Shares issued under the Dividend Reinvestment Plan will be issued at a 2%

discount to the prevailing market price as determined around the time of issue

$23m

2.1%

EBITDAI

movement

vs. FY19

$18m

4.4%

NPAT

movement

vs. FY19

19

Return to top line revenue growth, up $90m or 2.5% YoY driven by:

•Increase in cloud, security and service management revenue of $43m or 10.8%;

•Excellent performance in mobile with growth in high margin service revenue of $32m or 3.9%;

•Growth in emerging revenue streams via Spark Sport and Qrious data analytics business.

Operating expenses up $67m or 2.7% YoY with $99m of gross cost-out benefits reinvested in support of

revenue growth.

$90m

2.5%

Revenue

movement

vs. FY19

$67m

2.7%

Opex

movement

vs. FY19

EBITDAI of $1,113m, up $23m or 2.1% YoY due to strong performance in key mobile and cloud markets.

NPAT growth of $18m or 4.4% YoY primarily due to:

•EBITDAI growth, and lower tax expense

(1);

partially offset by:

•Lower net investment income ($13m) due to no Southern Cross dividends in FY20; and

•Increase in net finance expense $10m due to the increase in average debt during the year and growth in

leases.

Free Cash Flow of $438m up $146m YoY, short of $460m aspiration due to a conscious decision to secure

5G mobile network equipment.

Net debt

(2)

of $1,349m up $33m on FY19, a decrease of $177m during H2 FY20, due to improvement in

free cash flow.

H2 FY20 dividendper share of 12.5c to be 100% imputed. Dividend Reinvestment Plan reinstated for H2

FY20 dividend

(3)

.

Financials
FY19

$m

FY20

$m

CHANGE

Operating revenues and other gains3,5333,6232.5%

Operating expenses(2,443)(2,510)(2.7%)

EBITDAI1,0901,1132.1%

Finance income3736(2.7%)

Finance expense(85)(94)(10.6%)

Depreciation and amortisation(477)(479)(0.4%)

Net investment income141(92.9%)

Net earnings before tax expense579577(0.3%)

Tax expense(170)(150)11.8%

Net earnings after tax expense4094274.4%

Capital expenditure417374(10.3%)

Free cash flow

(1)

29243850.0%

EBITDAI margin30.9%30.7%(0.2pp)

Effective tax rate29.4%26.0%(3.4pp)

Capital expenditure to operating revenues11.8%10.3%(1.5pp)

Earnings per Share22.3c23.2c4.0%

Total Dividend per Share25.0c25.0c-

(1)

The calculation of free cash flow is defined within the ‘cash flows’ worksheet of the FY20 detailed financials

20

3,533
3,623

6

16

20

32

43

43

(50)

(15)

(5)

3,450

3,500

3,550

3,600

3,650

FY19VoiceOther mobileBroadbandOther

managed

services

Other

operating

Other gainsMobile serviceProcurement &

partners

Cloud, security

& service

management

FY20

Revenue FY19 vs FY20 ($m)

+2.5%

(2)

(3)

Revenue

Strong performance in mobile and cloud resulting in a return to top line revenue growth of 2.5%

•H1 FY20 revenue growth of 4.0%, H2 FY20 broadly flat on H2 FY19 due to

impact of COVID-19.

•High levels of recurring revenue providing strong resilience – total FY20

recurring revenue ~70%.

•Market leading mobile service revenue growth driven by upsell to new endless

mobile propositions.

•Increase in cloud, security and service management due to new customer

transitions and growth in public cloud. Recurring/annuity revenue accounting

for ~80%.

•Broadband revenues impacted following Lightbox divestment

(1)

.

•FY20 COVID-19 revenue impacts:

oLoss of high margin mobile roaming revenue;

oLower handset sell through due to retail store closures;

oRemoval of broadband data caps and Spark Sport provided at no charge;

partially offset by

oIncrease in fixed line calling volumes; and

oDemand for collaboration products and services due to COVID-19 and

scaling up working from home.

(1)

Lightbox is an agency arrangement with associated costs being offset against associated operating revenue

(2)

Other operating revenue includes Spark Sport, Qrious and acquisition of NOW Consulting

(3)

Other gains reflects net gains from sale of surplus equipment, strategic divestments (CCL Network and Lightbox) and fair value gain on exchange of spectrum

FY21 revenue likely to be broadly flat reflective of contracting economy and

ongoing uncertainty due to COVID-19.

21

Spark’s end-to-end digital services offering is locally
unique and creates competitive advantage

Professionals Services

and Consulting

Service

Management

Procurement

Security

Cloud Services and

Data Centres

Managed Data

and Networks

Submarine Cables

and Transport

Network

Spark’s position

Market trends

•Growing demand for expertise to deliver cloud solutions

•Long term growth opportunities in business

transformation

•Sustained demand for outsourced IT management

•Customer needs shifting in response to cloud adoption

•Increased investment in remote working following

COVID-19

•Executive cyber risk concerns driving demand for security

•Increased focus on security of remote working

environments

•Ongoing shift to the cloud

•Public cloud hyperscale providers signalling interest in NZ

•Big data, AI and ML

(3)

enhancing customer experiences

and operational effectiveness

•Growing adoption of SD-WAN

•Growth of dedicated cloud connectivity

•5G rollout underway

•IoT

(1)

and explosion of connected devices

•Growth of international traffic, driven by cloud and video

•Development of Southern Cross NEXT

•Significant capability in business transformation

•Consulting expertise in data/analytics through

Qrious/Leaven

•Support customer environments end-to -end, including

growing cloud managed services capability

•Serves customer demand for end-to -end IT

outsourcing

•Effective sell through to higher margin managed

services

•Strength in Government/Enterprise market segment

•Largest Security Operations Centre (SOC) in NZ

•Complementary service to connectivity

•A market leader for onshore private cloud services

(2)

•Hybrid cloud offering via public cloud partnerships

•A market leader for managed data and networks

•Largest ownership stake in submarine cables

•Optical transport network with 800 Gb/s links to

support increasing demand for data

Product

Non-recurring

Lower margin

Non-recurring

Lower margin

Annuity

Higher margin

Annuity

Higher margin

Annuity

Higher margin

Annuity

Higher margin

Annuity

Higher margin

Revenue profile

(1)

Internet of Things

(2)

Market estimates sourced from IDC

(3)

Artificial Intelligence and Machine Learning

22

Operating expenses
•$99m of gross cost-out driven by:

oData insights reducing marketing spend;

oReduction in customer credits due to improved billing processes; and

oReduction in product costs through tight management of rebates and

supplier renegotiation.

•Cost-out reinvested in support of new and emerging revenues mobile, cloud,

Spark Sport and Qrious. Cloud and procurement product costs a significant

driver of increase.

•Increase in net labour costs of $36m YoY due to:

oInvestment in support of revenue growth and inflation;

oReduction in capitalisation of labour; and

oOffset by ongoing re-balancing of our workforce as legacy business

shrinks and interactions move to digital.

•FY20 COVID-19 operating expense impacts:

oLower mobile product costs due to retail store closures and reduced

handset sell through;

oLower travel, accommodation and advertising expenses; and

oSmall increase in bad debts.

Total operating expenses up 2.7% with cost efficiencies reinvested to fund growth in key markets

Robust cost out programme in place for FY21, targeting reductions in

excess of FY20 which will provide flexibility to respond appropriately to

changing economic conditions.

2,443

2,510

125

27

14

(99)

2,300

2,350

2,400

2,450

2,500

2,550

FY19Cost outInvestment in support

of growth

Reduction in labour

capitalisation

Other movementsFY20

Expenses FY19 vs FY20 ($m)

+2.7%

475

511

-

27

35

(26)

440

450

460

470

480

490

500

510

520

FY19Labour cost reductionReduced capitalisationInvestment in support of

revenue growth

FY20

Net Labour FY19 vs FY20 ($m)

23

EBITDAI
•Ongoing growth in total gross margin due to strong

performance in mobile and cloud markets and benefits of

cost management activities.

•Portfolio consolidation includes:

oOther gains generated by divestment of non-core

assets

oSale of surplus mobile network equipment; and a fair

value gain on exchange of spectrum; partially offset by

oAsset write-downs.

•EBITDAI margin in line with aspiration of at least 31%.

EBITDAI growth of 2.1% underpinned by strong momentum across key markets and cost management

•Impact of COVID-19 expected to be more material at ~$75m

for FY21:

oPreparing for a tougher economic environment which is

likely to result in broadly flat revenue;

oUpweighting focus on cost reduction to offset COVID-19

impacts; and

oAccelerating growth into 5G, wireless broadband and

modern workplaces.

1,090

1,113

1,128

90

25

(67)

(10)

1,000

1,050

1,100

1,150

1,200

FY19Revenue

growth

Operating

expenses

growth

FY20 ReportedPortfolio

consolidation

COVID-19FY20

Underlying

EBITDAI FY19 vs FY20 ($m)

+2.1%

+3.5%

24

Capital investment
Capitalexpenditure ($m)FY19FY20

Mobile network118116

IT systems132129

Core sustain and resiliency6365

Cloud

(2)

3624

Converged Communications Network (CCN)3118

International cable construction and capacity

(3)

1211

Other

(4)

2511

Total capital expenditure417374

Total capital expenditure to operating revenue 11.8%10.3%

(1)

Excluding expenditure on mobile spectrum

(2)

Reduction in Cloud spend due to shift towards leasing construct

(3)

International cable includes capacity purchases on Southern Cross cable and investment in Tasman Global Access cable

(4)

Reductions in other investments due to completion of IoT LoRA WAN network, divestment of Lightbox; and lower retail store fit-out spend

Capital expenditure successfully delivered in support of our business priorities within targeted envelope of ~$370m

(1)

•Sustained network investment provided critical connectivity

during COVID-19, which saw dramatic increases in usage

across Spark’s networks.

•Mobile network investment to support first deployment of

5G technology and increased capacity in support of growth

in wireless broadband and introduction of Spark Sport

streaming services.

•Investment in IT systems to improve digital customer

experience and implementation of Spark Sport platform.

FY21 capital expenditure focussed on supporting New

Zealand’s economic recovery, including the rollout of 5G

and investment in rural connectivity.

Prioritised allocation of capex combined with long-term

investments in mobile spectrum resulting in greater overall

investment in FY21 versus FY20.

25

Net debt
(1)

Total net debt of $1,349m, up $33m YoY. Net debt to EBTIDA ratio within S&P’s A-credit rating

•Reported net debt to EBTIDAI ratio of 1.21x

(4)

.

•Net Debt decreased by $177m during H2 FY20 as

expected, due to improvement in free cash flow.

•Portfolio reallocation through divestment of non-core assets

to invest in growth and strategic investments.

FY21 Net Debt expected to increase to fund upcoming

spectrum renewals for 1800MHz and 2100MHz.

1,316

1,349

459

46

2

(438)

(36)

850

950

1,050

1,150

1,250

1,350

Net debt as at

30 June 2019

Free cash flowDividends paidBusiness

acquisitions and

minority

investments

Proceeds from

asset and

business sales

Other

movements

Net debt as at

30 June 2020

Movement in net debt during FY20 ($m)

(2)

(3)

(1)

Net debt at hedged rates as reported in note 4.4 of Spark’s FY20 Annual Report

(2)

Business acquisitions and minority invests include acquisition of Now Consulting, Southern Cross Next and Rural Connectivity Group equity contributions

(3)

Proceeds from asset sales includes sale of surplus mobile network equipment and strategic divestments (CCL Network and Lightbox)

(4)

Spark’s internal capital management policy is to ensure that on a long-run basis reported net debt to EBITDAI does not exceed 1.4x; which Spark estimates is approximately equivalent to S&P’s 1.7x adjusted debt to EBTIDA threshold.

Spark’s internal threshold of 1.4x accounts for S&Ps adjustments in relation to IFRS16, and captive finance operations

26

Funding and liquidity
27

22%

29%

36%

12%

Sources of long term debt as at 30 June 2020

Bank Funding

Domestic Bonds

Offshore Bonds

Standby

(1)

(1)

Excludes $200m committed revolving bank facility maturing November 2020

(2)

Commitment stepdown to NZ$167m for the period 1 May 2022 to 20 April 2023

•Established an additional $150m of committed revolving bank

facilities on 2 April 2020to provideadditional funding and

liquidity during COVID-19uncertainty.

•Successfully issued AU$100m, 6-year fixed rate bond in June 2020

to refinance debt maturities.

As at 30 June 2020:

•Committed bank facilities of $575m of which $425m was undrawn.

•Undrawn $200m syndicated standby facility with a maturity of April

2023

(2)

.

•Only debt facility maturity over the next twelve months is the

$200m committed revolving bank facility due November 2020.

Remain committed to S&P A- credit rating and continue to have sufficient access to funding

100100

125125

107

165

169

134

0

50

100

228

33

200

200

25

0

50

100

150

200

250

300

350

400

450

Jun 21Jun 22Jun 23Jun 24Jun 25Jun 26Jun 27Jun 28Jun 29Jun 30Jun 31

Gross debt maturity profile (incl. undrawn) as at 30 June 2020

NZD BondsOffshore BondsBank Funding (drawn)

Commercial Paper (short term)Standby (undrawn)Bank Funding (undrawn)

167

Free cash flow
Free Cash Flow of $438m up $146m YoY, short of $460m aspiration due to a conscious decision to secure5G mobile

network equipment in advance of requirements

EBITDAI

$1,113m

CAPEX

$374m

WORKING CAPITAL

$17m

FREE CASH FLOW

$438m

2.1% increase from FY19

10.3% decrease from FY19

Improvement in working capital

from FY19

50% increase from FY19

FY20

free cash flow

growth driven by:

FY21 free cash flow aspiration $420m-$460m sufficient to fund shareholder distributions of 23-25 cps

(1)

after taking into account impact

of dividend reinvestment plan

(2)

.

FY21 free cashflow driven by:

1

23

EBITDAI stability

Prioritised capital

expenditure

Ongoing improvement in

working capital

(1)

Subject to no adverse change in operating outlook

(2)

Dividend Reinvestment Plan reinstated for H2 FY20 dividend. Shares issued under the Dividend Reinvestment Plan will be issuedata 2% discount to the prevailing market price as determined around the time of issue

28

FY21 indicators of success
Strategic PillarFocus AreaMeasureTarget 30 June 2021

World Class Capability

Customer ExperienceConsumer and small business iNPS8 point lift

Data driven insights80% of customer base

(1)

in household view

(2)

enabling

15% efficiency gain in

marketing spend

Wireless futureProgressive rollout of 5GLive in 5-7locations

Mature Agile

Leadership

Percentage of Agile squads at or above level 3.585%

Grow key markets

WirelessMobile service revenue growth0-3%

WirelessWireless broadband connections+40k

CloudCloud, security and service management revenue growth5-8%

Accelerate future markets

IoT

(3)

Growth in number of connected IoT devices50%

Spark SportSuccessfully deliver season 1 of New Zealand cricket

Platform availability of

99.9%

Lowest Cost ProviderDeliver best costEBTIDAI margin 31%

Build a sustainable future

Championing digital

equity

Skinny Jump connections+10k

Sustainable Spark

Set emissions reductions target aligned to New Zealand being

carbon neutral by 2050

(4)

By 30 June 2021

(1)

Spark and Skinny consumer and Spark SME customer base

(2)

Household view is an insights platform that allows us to better anticipate the needs of New Zealand households to deliver more targeted, relevant and personalised services

(3)

Internet of Things

(4)

As part of commitment to Climate Leaders Coalition

29

FY21 Guidance Key Assumptions
(1)

New Zealand economy to remain subdued for most of the financial year with parts of New Zealand intermittently

at different alert levels

AreaKey assumptions

Mobile

Post-paid service

margin

No material roaming revenue planned in FY21

Changes in mobile data usage as consumers are less mobile and utilise domestic broadband data

Prepaid service marginBase impacted by no incoming or outbound traveller SIMs and reduced consumer spend.

Mobile Handsets

Economic conditions reduce discretionary consumer spend but some mitigation as early indicators are better than

forecast, and Government demonstrates commitment to the rebuild

Broadband

Lower consumer spend due to economic conditions, offset by higher subscriptions due to ongoing flexible

working. Customer preference for quality experience likely to remain in the short to medium term, reducing

potential churn below normal levels

VoiceNo material impact for FY21 but do not expect repeat of FY20 calling upside during lockdown

Managed DataIncreased competitor activity driving down contract re-sign pricing

Managed

Services

Cloud growthModeration in growth rate due to economic uncertainty

CollaborationGrowth through increased demand for flexible working

Other managed

services

No material impact, although risk from reduced business spend

LabourTargeted rebalancing of the labour workforce to support new strategic capabilities

Opex (including

labour)

Robust programme of targeted cost efficiencies providing flexibility and optionality to respond to the COVID-19

impact which in total is estimated to be ~$75m of EBTIDAI

FY21 Dividend

FY21 dividend range reflects increased uncertainty as a result of COVID-19 and expected spectrum renewal

payments

(2)

Longer term aspiration for a sustainable dividend fully funded by free cashflow remains

(1)

Subject to no adverse change in operating outlook

(2)

1800MHz and 2100MHz spectrum renewal payment of $50m due January 2021

30

Guidance
(1)

FY20 ActualFY21 GuidanceFY21 Spectrum

Renewals

(2)

EBITDAI

$1,113m$1,090m to $1,130m

Capital expenditure

$374m~$350m

(3)

$50m

Dividend per share

Ordinary 25.0c

H1 FY20

(75% imputed)

H2 FY20

(4)

(100% imputed)

Ordinary 23-25c

( 100% imputed)

(1)

Subject to no adverse change in operating outlook

(2)

1800MHz and 2100MHz spectrum renewals

(3)

Includes purchase of property, plant and equipment, intangible assets and capacity (including Southern Cross) but excludes spectrum purchases and leased customer equipment assets

(4)

Dividend Reinvestment Plan reinstated for H2 FY20 dividend. Shares issued under the Dividend Reinvestment Plan will be issued at a 2% discount to the prevailing market price as determined around the time of issue

31

Disclaimer
This announcement may include forward-looking statements regarding future events and the future financial performance of Spark New

Zealand. Such forward-looking statements are based on the beliefs of and assumptions made by management along with information

currently available at the time such statements were made.

These forward-looking statements may be identified by words such as ‘guidance’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘will’,

‘plan’, ‘may’, ‘could’, ‘ambition’, ‘aspiration’ and similar expressions. Any statements in this announcement that are not historical facts are

forward-looking statements. These forward-looking statements are not guarantees or predictions of future performance, and involve

known and unknown risks, uncertainties and other factors, many of which are beyond Spark New Zealand’s control, and which may

cause actual results to differ materially from those projected in the forward-looking statements contained in this announcement.

Factors that could cause actual results or performance to differ materially from those expressed or implied in the forward-looking

statements are discussed herein and also include Spark New Zealand's anticipated growth strategies, Spark New Zealand's future results

of operations and financial condition, economic conditions and the regulatory environment in New Zealand, competition in the markets

in which Spark New Zealand operates, risks related to the sharing arrangements with Chorus, any impacts or risks to Spark’s anticipated

growth strategies, future financial condition and operations, economic conditions or the regulatory environment in New Zealand arising

from or otherwise with COVID-19, other factors or trends affecting the telecommunications industry generally and Spark New Zealand’s

financial condition in particular and risks detailed in Spark New Zealand's filings with NZX and ASX. Except as required by law or the

listing rules of the stock exchanges on which Spark New Zealand is listed, Spark New Zealand undertakes no obligation to update any

forward-looking statements whether as a result of new information, future events or otherwise.

Appendix
3-year TSR

(1)

Spark vs International Peers

(2)

(1)

TSR calculated as share price and dividend per share (reinvested at the ex-dividend date) over Spark's FY18 – FY20 period (1 July 2017 to 30 June 2020)

(2)

Peer group is not exhaustive but is a selected group of primarily integrated telco operators that are deemed the closest peerstoSpark in terms of market exposure

Ranked #1against international peers for Total Shareholder Returns. Compound annual growth rate of 13% and Total

Shareholder Returns of 46%

46%

41%

23%

14%

9%

(5%)

(13%)

(13%)

(19%)

(26%)

(29%)

(33%)

(53%)

SparkVerizonSwisscomBCEDeutsche

Telekom

AT&TOrangeTelstraKT

Corporation

SingTelVodafone

Group

Telecom

Malaysia

BT Group

33

Appendix
3-year ROIC

(1)

Spark vs International Peers

(2)

Spark three-year Return on Invested Capital 16% per annum. Ranked #2 against international peers

(1)

ROIC: pre-tax ROIC calculated as the average of annual operating EBIT divided by average invested capital, for the last three reporting years for each peer

(2)

Peer group is not exhaustive but is a selected group of primarily integrated telco operators that are deemed the closest peerstoSpark in terms of market exposure

18%

16%

15%

13%

13%

11%

10%

10%

8%

7%

6%

6%

5%

Verizon

Spark

BT Group

BCE

Telstra

Swisscom

Singapore Telecom

Deutsche Telekom

AT&T

Orange

KT Corporation

Vodafone Group

Telekom Malaysia

34

---

Spark New Zealand
Group result - reported

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

$m$m$m$m$m$m$m$m$m

%

Operating revenues and other gains1,7611,7721,7541,7791,8241,7993,5333,623902.5%

Operating expenses(1,305)(1,247)(1,265)(1,178)(1,324)(1,186)(2,443)(2,510)(67)(2.7%)

EBITDAI4565254896015006131,0901,113232.1%

Finance income1619181918183736(1)(2.7%)

Finance expense(37)(40)(40)(45)(46)(48)(85)(94)(9)(10.6%)

Depreciation and amortisation expense(237)(244)(245)(232)(234)(245)(477)(479)(2)(0.4%)

Net investment income2720-14(1)2141(13)(92.9%)

Net earnings before income tax225280222357237340579577(2)(0.3%)

Tax expense(63)(77)(69)(101)(70)(80)(170)(150)2011.8%

Net earnings for the period162203153256167260409427184.4%

Capital expenditure262151264153247127417374(43)(10.3%)

Free cash flows

1551441081845038829243814650.0%

Reported EBITDAI margin25.9%29.6%27.9%33.8%27.4%34.1%30.9%30.7%(0.2%)

Reported effective tax rate28.0%27.5%31.1%28.3%29.5%23.5%29.4%26.0%(3.4%)

Capital expenditure to operating revenues14.9%8.5%15.1%8.6%13.5%7.1%11.8%10.3%(1.5%)

Reported basic and diluted earnings per share (cents)8.811.18.314.09.114.122.323.20.94.0%

Group result - adjusted

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

$m$m$m$m$m$m$m$m$m

%

Operating revenues and other gains1,7611,7721,7541,7791,8241,7993,5333,623902.5%

Adjusted operating expenses(1,292)(1,211)(1,265)(1,178)(1,324)(1,186)(2,443)(2,510)(67)(2.7%)

Adjusted EBITDAI4695614896015006131,0901,113232.1%

Finance income1619181918183736(1)(2.7%)

Finance expense(37)(40)(40)(45)(46)(48)(85)(94)(9)(10.6%)

Depreciation and amortisation expense(237)(244)(245)(232)(234)(245)(477)(479)(2)(0.4%)

Net investment income2720-14(1)2141(13)(92.9%)

Adjusted net earnings before income tax238316222357237340579577(2)(0.3%)

Adjusted tax expense(67)(87)(69)(101)(70)(80)(170)(150)2011.8%

Adjusted net earnings for the period171229153256167260409427184.4%

Adjusted EBITDAI margin26.6%31.7%27.9%33.8%27.4%34.1%30.9%30.7%(0.2%)

Adjusted effective tax rate28.2%27.5%31.1%28.3%29.5%23.5%29.4%26.0%(3.4%)

Adjusted basic and diluted earnings per share (cents)9.312.58.314.09.114.122.323.20.94.0%

FY19 v FY20

Spark presents adjusted EBITDAI and adjusted net earnings when the year includes significant items greater than $25 million. FY18 included $49 million of

costs of change and adjusted EBITDAI and adjusted net earnings are as follows:

FY19 v FY20

The tax effect on costs of change in H1 FY18 is $4m and in H2 FY18 is $10m.

Spark New Zealand
Gross margin by product

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

$m$m$m$m$m$m$m$m$m

%

Mobile356376376399405424

775829547.0%

Voice176163143139124121

282245(37)(13.1%)

Broadband158157168176175166

344341(3)(0.9%)

Cloud, security and service management152163163164176177

327353268.0%

Procurement and partners172318252125

434637.0%

Managed data, network and services677466666564

132129(3)(2.3%)

Other product252425261533

5148(3)(5.9%)

Total product gross margin9519809599959811,010

1,9541,991371.9%

Other gains-10-15431

153520NM

Total gross margin9519909591,0109851,041

1,9692,026572.9%

Connections

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

000's000's000's000's000's000's000's000's000's

%

Mobile connections

1

2,4372,4582,4642,5152,5002,5192,5152,51940.2%

Voice connections by type

2

POTS & ISDN491400356329288220329220(109)(33.1%)

VoIP47525762667362731117.7%

Voice over wireless1414182626242624(2)(7.7%)

552466431417380317417317(100)(24.0%)

Broadband connections

Copper384346296249211186249186(63)(25.3%)

Fibre2062382733063403673063676119.9%

Wireless1041161291401411561401561611.4%

694700698695692709695709142.0%

1 Mobile connections excluding MVNO connections but including legacy machine to machine and SIM based SmartWatch connections

Group FTE's

FY19FY20

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20000's000's000's

%

FTE permanent5,3845,2665,1075,1095,1194,9835,1094,983(126)(2.5%)

FTE contractors 230241212167200146167146(21)(12.6%)

Total FTE5,6145,5075,3195,2765,3195,1295,2765,129(147)(2.8%)

Dividends

FY19FY20

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20$$$

%

Ordinary dividends (cents per share)11.0011.0011.0011.0012.5012.5022.0025.003.0013.6%

Special dividends (cents per share)1.501.501.501.50--3.00-(3.00)(100.0%)

12.5012.5012.5012.5012.5012.5025.0025.00--%

2

Voice connections include all voice technology types, including POTS, ISDN, VoIP and wireless voice. Voice connections exclude connections where

Spark also provide a bundled broadband service, but include all wholesale voice connections (including those where the underlying customer has a

bundled broadband service).

FY19 v FY20

FY19 v FY20

FY19 v FY20

FY19 v FY20

Spark New Zealand
Group operating revenues and other gains

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

$m$m$m$m$m$m$m$m$m

%

Operating revenues

Mobile

Service revenue395400403413425423816848323.9%

Non-service revenue218224219236228212455440(15)(3.3%)

6136246226496536351,2711,288171.3%

Voice

Access1361241091059788214185(29)(13.6%)

Calling989587837981170160(10)(5.9%)

Other voice revenue3332292823235746(11)(19.3%)

267251225216199192441391(50)(11.3%)

Broadband331334344341345335685680(5)(0.7%)

Cloud, security and service management1791911952052192244004434310.8%

Procurement and partners1841731911742082003654084311.8%

Managed data, network and services13013212112112112724224862.5%

Other operating revenue5757565875551141301614.0%

Total operating revenues1,7611,7621,7541,7641,8201,7683,5183,588702.0%

Other gains-10-15431153520NM

Total operating revenues and other gains1,7611,7721,7541,7791,8241,7993,5333,623902.5%

Operating revenues includes revenues from Consumer, Business, Wholesale and other customer segments.

Wireless broadband revenues and connections are included in broadband revenues and connections.

Operating revenues and other gains by customer segment

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

Operating revenues and other gains$m$m$m$m$m$m$m$m$m

%

Consumer7867877908158257571,6051,582(23)(1.4%)

Business8668668678579139271,7241,8401166.7%

Wholesale and other12814211813011214124825352.0%

Eliminations(19)(23)(21)(23)(26)(26)(44)(52)(8)(18.2%)

1,7611,7721,7541,7791,8241,7993,5333,623902.5%

Finance income

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

Finance income$m$m$m$m$m$m$m$m$m

%

Finance lease interest income7777761413(1)(7.1%)

Other interest income912111211122323--%

1619181918183736(1)(2.7%)

Net investment income

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

Net investment income$m$m$m$m$m$m$m$m$m

%

Dividend income2822-15--15-(15)(100.0%)

Share of associates' and joint ventures' net losses(1)(2)-(1)(1)2(1)12NM

2720-14(1)2141(13)(92.9%)

FY19 v FY20

FY19 v FY20

FY19 v FY20

FY19 v FY20

Spark New Zealand
Revenue classification changes

Product nameServices providedPrevious categoryNew category

VideoconferencingVoiceManaged data, network and services

As part of the ongoing revision of the Agile business model, the management of certain product lines have been reallocated from one part of the business

to another. The details of the key changes and the associated impact on revenue reporting are as follows:

Provision of videoconferencing and

other collaboration services over an IT

based platform

Spark New Zealand
Group operating expenses

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

$m$m$m$m$m$m$m$m$m

%

Product costs

Mobile257248246250248211496459(37)(7.5%)

Voice918882777571159146(13)(8.2%)

Broadband173177176165170169341339(2)(0.6%)

Cloud, security and service management27283241434773901723.3%

Procurement and partners1671501731491871753223624012.4%

Managed data, network and services63585555566311011998.2%

Other product costs32333132602263821930.2%

8107827957698397581,5641,597332.1%

Labour276237250225267244475511367.6%

Other operating expenses

Network support costs313137243530616546.6%

Computer costs414346474949939855.4%

Accommodation costs3229373033306763(4)(6.0%)

Advertising, promotions and communication5133474047318778(9)(10.3%)

Bad debts79667101217541.7%

Impairment expense165(2)-232(1)(33.3%)

Costs of change1336-------NM

Other4341423947328179(2)(2.5%)

219228220184218184404402(2)(0.5%)

Total operating expenses1,3051,2471,2651,1781,3241,1862,4432,510672.7%

Finance expense

Finance expense on debt252827323132596346.8%

Other interest and finance expense----11-22NM

Lease interest expense151415151516303113.3%

Leased customer equipment interest expense12223346250.0%

4144444950529310299.7%

Capitalised interest(4)(4)(4)(4)(4)(4)(8)(8)--%

3740404546488594910.6%

Depreciation and amortisation expense

Depreciation - property, plant and equipment129134128118119114246233(13)(5.3%)

Depreciation - right-of-use assets2426253128365664814.3%

Depreciation - leased customer equipment assets889915121827950.0%

Amortisation of intangibles767683747283157155(2)(1.3%)

23724424523223424547747920.4%

Adjusted operating expenses

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

$m$m$m$m$m$m$m$m$m

%

Total operating expenses1,3051,2471,2651,1781,3241,1862,4432,510672.7%

Less: costs of change(13)(36)-------NM

Adjusted operating expenses1,2921,2111,2651,1781,3241,1862,4432,510672.7%

FY19 v FY20

FY19 v FY20

Spark New Zealand
Analysis & KPI's - Mobile

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

Mobile revenue by type (Consumer and Business)$m$m$m$m$m$m$m$m$m

%

Mobile service revenue388395398409421419807840334.1%

Mobile non-service revenue

1

208210206224216197430413(17)(4.0%)

5966056046336376161,2371,253161.3%

171918161619343512.9%

Total mobile revenue6136246226496536351,2711,288171.3%

Mobile product costs

3

(257)(248)(246)(250)(248)(211)(496)(459)377.5%

Mobile gross margin356376376399405424775829547.0%

Mobile gross margin %58.1%60.3%60.5%61.5%62.0%66.8%61.0%64.4%3.4%

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

Total mobile revenue by customer segment$m$m$m$m$m$m$m$m$m

%

Consumer39740941044344341985386291.1%

Business19919619419019419738439171.8%

Wholesale and other171918161619343512.9%

6136246226496536351,2711,288171.3%

Average revenue per user (ARPU) - 6 month active

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

Consumer and Business

$ per

month

$ per

month

$ per

month

$ per

month

$ per

month

$ per

month

$ per

month

$ per

month

$ per

month%

Total ARPU27.5827.2527.5627.5728.4828.0527.5728.270.70 2.5%

Pay-monthly ARPU44.2943.3142.8242.4342.8241.1942.6242.00(0.62)(1.5%)

Prepaid ARPU12.2012.1312.2912.6613.2813.3712.4813.330.85 6.8%

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

000's000's000's000's000's000's000's000's000's

%

Pay-monthly connections1,1581,1891,2251,2511,2871,3301,2511,330796.3%

Prepaid connections1,2451,2361,2061,2321,1811,1611,2321,161(71)(5.8%)

Internal connections44444444--%

Total mobile connections2,4072,4292,4352,4872,4722,4952,4872,49580.3%

1

Mobile non-service revenue includes handset sales and mobile interconnect.

2

Includes MVNO revenue.

3

Includes handset, interconnect and cellphone tower access costs.

4

Excludes MVNO connections but includes SIM based SmartWatch connections

FY19 v FY20

Wholesale and other customer segment mobile

revenue

2

FY19 v FY20

FY19 v FY20

Number of mobile connections at period end - 6

month active - Consumer and Business

4

FY19 v FY20

Spark New Zealand
Analysis & KPI's - Voice

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

Revenue by type$m$m$m$m$m$m$m$m$m

%

Access1361241091059788214185(29)(13.6%)

Calling989587837981170160(10)(5.9%)

Other voice revenue3332292823235746(11)(19.3%)

Total voice revenue267251225216199192441391(50)(11.3%)

Voice product costs

1

(91)(88)(82)(77)(75)(71)(159)(146)138.2%

Voice gross margin176163143139124121282245(37)(13.1%)

Voice gross margin %65.9%64.9%63.6%64.4%62.3%63.0%63.9%62.7%(1.2%)

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

000's000's000's000's000's000's000's000's000's

%

POTS and ISDN491400356329288220329220(109)(33.1%)

VoIP47525762667362731117.7%

Voice over wireless1414182626242624(2)(7.7%)

Total voice connections552466431417380317417317(100)(24.0%)

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

000's000's000's000's000's000's000's000's000's

%

Consumer118108104103934910349(54)(52.4%)

Business185180177178173169178169(9)(5.1%)

Wholesale and other2491781501361149913699(37)(27.2%)

Total voice connections552466431417380317417317(100)(24.0%)

1

Includes voice access (baseband), interconnect, and international calling costs.

Analysis & KPI's - Broadband

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

$m$m$m$m$m$m$m$m$m

%

Total broadband revenue331334344341345335685680(5)(0.7%)

Broadband product costs

2

(173)(177)(176)(165)(170)(169)(341)(339)20.6%

Broadband gross margin158157168176175166344341(3)(0.9%)

Broadband gross margin %47.7%47.0%48.8%51.6%50.7%49.6%50.2%50.1%(0.1%)

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

000's000's000's000's000's000's000's000's000's

%

Copper384346296249211186249186(63)(25.3%)

Fibre2062382733063403673063676119.9%

Wireless1041161291401411561401561611.4%

Total broadband connections694700698695692709695709142.0%

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

000's000's000's000's000's000's000's000's000's

%

Consumer60160459859358759559359520.3%

Business929598991001039910344.0%

Wholesale and other11235113118NM

Total broadband connections694700698695692709695709142.0%

2

Includes broadband access (UBA/UCLL/Fibre), modem and e-mail platform support costs.

Broadband connections by technology

FY19 v FY20

Broadband connections by segment

FY19 v FY20

FY19 v FY20

Voice connections by type

FY19 v FY20

Voice connections by customer segment

FY19 v FY20

FY19 v FY20

Spark New Zealand
Analysis & KPI's - Cloud, Security and Service management

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

$m$m$m$m$m$m$m$m$m

%

Cloud, Security and Service management revenue1791911952052192244004434310.8%

Cloud, Security and Service management product costs(27)(28)(32)(41)(43)(47)(73)(90)(17)(23.3%)

Cloud, Security and Service management gross margin152163163164176177327353268.0%

Cloud, Security and Service management gross margin %84.9%85.3%83.6%80.0%80.4%79.0%81.8%79.7%(2.1%)

Contribution margin (approximated) %

1

36.9%46.6%36.9%42.0%34.2%37.9%39.5%36.1%(3.4%)

Analysis & KPI's - Procurement and Partners

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

$m$m$m$m$m$m$m$m$m

%

Procurement and partners revenue1841731911742082003654084311.8%

Procurement and partners product costs(167)(150)(173)(149)(187)(175)(322)(362)(40)(12.4%)

Procurement and partners gross margin172318252125434637.0%

Procurement and partners gross margin %9.2%13.3%9.4%14.4%10.1%12.5%11.8%11.3%(0.5%)

Analysis & KPI's - Managed data, network and services

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

$m$m$m$m$m$m$m$m$m

%

Videoconferencing2629252024284552715.6%

Managed data and networks104103961019799197196(1)(0.5%)

Managed data, network and services revenue13013212112112112724224862.5%

Managed data, network and services product costs

2

(63)(58)(55)(55)(56)(63)(110)(119)(9)(8.2%)

Managed data, network and services gross margin677466666564132129(3)(2.3%)

Managed data, network and services gross margin %51.5%56.1%54.5%54.5%53.7%50.4%54.5%52.0%(2.5%)

2

Includes wide area network access, international data, network backhaul and videoconferencing platform costs.

FY19 v FY20

1

Contribution margin is defined as reported gross margin less labour and other costs that are directly attributable to the implementation and ongoing

support of specific contract services.

FY19 v FY20

FY19 v FY20

Spark New Zealand
Statement of cash flows

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

$m$m$m$m$m$m$m$m$m

%

Cash flows from operating activities

Cash received from customers 1,768 1,721 1,770 1,654 1,861 1,733

3,4243,5941705.0%

Interest receipts 16 18 18 17 17 17

3534(1)(2.9%)

Dividend receipts 7 43 - 15 - -

15-(15)(100.0%)

Payments to suppliers and employees (1,266) (1,252) (1,314) (1,169) (1,396) (1,101)

(2,483)(2,497)(14)(0.6%)

Payments for income tax (70) (97) (44) (91) (82) (58)

(135)(140)(5)(3.7%)

Payments for interest on debt (14) (23) (22) (23) (26) (26)

(45)(52)(7)(15.6%)

Payments for interest on leases (14) (14) (13) (17) (14) (16)

(30)(30)--%

Payments for interest on leased customer equipment

assets

(1) (2) (2) (2) (3) (3)

(4)(6)(2)(50.0%)

Net cash flows from operating activities 426 394 393 384 357 546

77790312616.2%

Cash flows from investing activities

Proceeds from sale of property, plant and equipment - 1 - 1 13 -

11312NM

Proceeds from sale of business - 8 - - - 23

-2323NM

Proceeds from long-term investments - - - 2 -

2-(2)(100.0%)

Payments for purchase of businesses (46) (5) - - (11) -

-(11)(11)NM

Payments for, and advances to, long-term investments (6) (14) (6) - (30) (5)

(6)(35)(29)NM

Payments for purchase of property, plant and

equipment and intangibles

(236) (178) (258) (157) (273) (120)

(415)(393)225.3%

Payments for capitalised interest (4) (4) (3) (5) (4) (4)

(8)(8)--%

Net cash flows from investing activities (292) (192) (267) (159) (305) (106)

(426)(411)153.5%

Cash flows from financing activities

Net proceeds from debt 184 (10) 182 (28) 207 (177)

15430(124)(80.5%)

Receipts from finance leases 2 3 3 3 2 4

66--%

Payments for dividends (229) (229) (229) (230) (229) (230)

(459)(459)--%

Payments for leases (18) (19) (19) (17) (19) (23)

(36)(42)(6)(16.7%)

Payments for leased customer equipment assets (8) (9) (8) (9) (13) (15)

(17)(28)(11)(64.7%)

Net cash flows from financing activities (69) (264) (71) (281) (52) (441)

(352)(493)(141)(40.1%)

Net cash flow 65 (62) 55 (56) - (1)

(1)(1)--%

Opening cash position 52 117 55 110 54 54

5554(1)(1.8%)

Closing cash position 117 55 110 54 54 53

5453(1)(1.9%)

FY19 v FY20

Spark New Zealand
Analysis & KPIs - Free cash flows

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

$m$m$m$m$m$m$m$m$m

%

Net cash flows from operating activities

426 394 393 384 357 546 77790312616.2%

Payments for purchase of property, plant and

equipment and intangibles

(236) (178) (258) (157) (273) (120) (415)(393)225.3%

Payments for capitalised interest

(4) (4) (3) (5) (4) (4) (8)(8)--%

Payments for leases

(18) (19) (19) (17) (19) (23) (36)(42)(6)(16.7%)

Payments for leased customer equipment assets

(8) (9) (8) (9) (13) (15) (17)(28)(11)(64.7%)

Receipts from finance leases

2 3 3 3 2 4 66--%

excluding

Dividend receipts

(7) (43) - (15) - - (15)-15100.0%

Increase/(decrease) in working capital

(45) 52 38 99 31 (48) 137(17)(154)NM

Underlying free cash flow110 196 146 283 81 340

429421(8)(1.9%)

including

(Increase)/decrease in working capital

45 (52) (38) (99) (31) 48 (137)17154NM

Free cashflow155 144 108 184 50 388

29243814650.0%

Analysis & KPIs - Movement in working capital

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

$m$m$m$m$m$m$m$m$m

%

EBITDAI 456 525 489 601 500 613

1,0901,113232.1%

excluding

Impairments (1) (6) (5) 2 - (2)

(3)(2)133.3%

Other gains - 10 - 15 4 31

153520NM

EBITDAI excluding impairments and other gains457 521 494 584 496 584

1,0781,08020.2%

Net cash flows from operating activities 426 394 393 384 357 546

77790312616.2%

excluding

Interest receipts 16 18 18 17 17 17

3534(1)(2.9%)

Dividend receipts 7 43 - 15 - -

15-(15)(100.0%)

Payments for income tax (70) (97) (44) (91) (82) (58)

(135)(140)(5)(3.7%)

Payments for interest on debt (14) (23) (22) (23) (26) (26)

(45)(52)(7)(15.6%)

Payments for interest on leases (14) (14) (13) (17) (14) (16)

(30)(30)--%

Payments for interest on leased customer equipment

assets

(1) (2) (2) (2) (3) (3)

(4)(6)(2)(50.0%)

Net cash flows from operating activities excluding

dividends, tax and net interest

502 469 456 485 465 632 9411,09715616.6%

EBITDAI excluding impairments and other gains 457 521 494 584 496 584

1,0781,08020.2%

less

Net cash flows from operating activities excluding

dividends, tax and net interest

502 469 456 485 465 632

9411,09715616.6%

Increase/(decrease) in working capital(45) 52 38 99 31 (48) 137(17)(154)NM

Cash conversion110%90%92%83%94%108%87%102%14%

FY19 v FY20

FY19 v FY20

Spark New Zealand
Group capital expenditure

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

$m$m$m$m$m$m$m$m$m

%

Cloud192026101683624(12)(33.3%)

Converged Communications Network (CCN)17152011117

3118(13)(41.9%)

International cable construction and capacity purchases

14-111-111211(1)(8.3%)

IT systems644970627356

132129(3)(2.3%)

Mobile network892689299224

118116(2)(1.7%)

Core sustain and resiliency382436275015

636523.2%

Other2117121356

2511(14)(56.0%)

Total capital expenditure

262151264153247127417374(43)(10.3%)

Analysis & KPI's - Capital expenditure depreciation and amortisation

H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20FY19FY20

$m$m$m$m$m$m$m$m$m

%

Depreciation - property, plant and equipment129134128118119114246233(13)(5.3%)

Depreciation - right-of-use assets

1

10109131011

2221(1)(4.5%)

Amortisation of intangibles

767683747283157155(2)(1.3%)

Total capital expenditure depreciation and amortisation

215220220205201208425409(16)(3.8%)

1

Includes depreciation on capacity right-of-use assets only as these are included within Spark’s definition of capital expenditure.

FY19 v FY20

Capital expenditure is presented on an accruals basis, and includes purchase of property, plant and equipment and intangible assets, capacity purchases

(including Southern Cross) but excludes leased customer equipment assets.

On adoption of NZ IFRS 16 Leases, assets associated with capacity arrangements which were previously recognised

within intangible assets have been reclassified to right-of-use assets. Payments for capacity purchases remain within

Spark’s definition of capital expenditure. Total depreciation on property plant and equipment, depreciation on

capacity right-of-use assets and amortisation of intangibles is reconciled below:

FY19 v FY20

---

Principle 1:
Codes of Conduct

Spark has an integrated Company-wide

compliance framework. A Code of Ethics

(which applies to all employees) and a

Directors’ Code of Ethics, together set out

the standards by which Spark people are

expected to conduct themselves.

The Codes provide guidance on decision-

making and set out to instill a culture of

acting lawfully, ethically and responsibly. The

Code of Ethics contains links to Spark’s core

policies and details Spark’s values, expected

behaviours and sets out Spark’s approach to

conflicts of interest, bribery and corruption,

gifts and hospitality, confidentiality, use of

assets and information and compliance with

laws. The Codes also set out Spark’s

compliance escalation procedures that are

designed to be used to report breaches of

Spark’s legal obligations, the Codes

themselves and other Spark policies, either

through the Honesty Box confidential

whistle-blowing portal or other avenues.

Online training modules during the induction

process for new joiners and as part of Spark’s

continuous education programme, are used

to educate all staff about the Code of Ethics

and how to apply it. We reinforce this training

through regular one-on-one sessions and

broader internal communication (emails and

intranet articles) across the business. Training

on the Directors’ Code of Ethics is

coordinated by the Company Secretary.

Copies of the Code of Ethics and the

Directors’ Code of Ethics can be found at:

www.sparknz.co.nz/about/governance

Trading Policies

The Insider Trading Policy and the Disclosure

Policy (together with the associated

procedures for implementation) are two of

Spark’s core policies that address the

treatment of material information and trading

in Spark and other issuers’ financial products

while in possession of material information.

Copies of the Insider Trading Policy and the

Disclosure Policy can be found at:

www.sparknz.co.nz/about/governance

Code of

Ethical Behaviour

“Directors should set high

standards of ethical behaviour,

model this behaviour and hold

management accountable for

these standards being followed

throughout the organisation.”

The Board and management of Spark New Zealand Limited (Spark) are committed to

maintaining high standards of corporate governance. The Board regularly reviews and

assesses Spark’s governance structures and processes to ensure that they are consistent with

international best practice, in both form and substance.

Spark is required to report against the NZX Corporate Governance Code (NZX Code) and,

as part of its commitment to best practice governance, has elected to take into consideration

and substantially complies with the ASX Corporate Governance Council’s Principles and

Recommendations (the Fourth Edition).

This statement is a snapshot view of Spark’s practices, processes and policies measured

against the principles of the NZX Code. It was approved by the Board on 26 August 2020

and is accurate as at that date.

Annual Corporate

Governance Statement

2020

1

Spark New Zealand Annual Corporate Governance Statement 2020
2

Principle 2:

Board Composition

and Performance

“To ensure an effective board,

there should be a balance of

independence, skills, knowledge,

experience and perspectives.”

Board

A key factor in Spark’s long-term growth

framework is strong governance, with focus

areas including proactive risk management

policies and having a diverse Board.

A biography of each Board member and the

Board skills matrix that outlines the

qualifications, capabilities, geographical

location, tenure and gender of each member

of the Board can be found in the Our Board

section of the 2020 Annual Report.

The Board of Directors is elected by

shareholders to protect and enhance the

value of the assets of Spark in the interests of

Spark and its shareholders. The Board has

statutory responsibility for the affairs and

activities of Spark, which in practice is

achieved through delegation to the Chief

Executive Officer (CEO) and those who are

charged with the day-to-day leadership and

management of the Company. The CEO has,

in some cases, formally delegated certain

authorities to direct reports and has

established an empowerment framework that

sets out decision rights at Spark.

More information regarding the respective

roles and responsibilities of the Board and

management is set out in the Board Charter,

which can be found at: www.sparknz.co.nz/

about/governance

The Board regularly reviews and assesses

Spark’s governance structures and processes

to ensure that they are consistent with

international best practice in both form and

substance.

Director Appointment

The procedures for the appointment and

removal of directors are governed by Spark’s

constitution. Each director has a signed letter

of appointment or employment agreement

setting out the terms of their appointment,

including their duties, terms, conditions of

appointment, expectations of the role and

remuneration. Spark directors have no fixed

term of office but are subject to the

retirement provisions contained in the

relevant stock exchange listing rules.

Recommendations for nominations of new

directors are generally made by the NOMs

and considered by the Board as a whole.

External consultants are from time to time

used to access a wide base of potential

candidates and to review the suitability of

candidates for appointment.

When recommending a candidate to act as

director, the NOMs takes into account such

factors as it deems appropriate, including the

candidate’s independence, experience,

professional skills, qualifications and personal

qualities. In doing so Spark will undertake

appropriate checks, including as to the

candidate’s character, education, criminal

record and bankruptcy history. The NOMs will

review the candidate’s skills and experience

relative to the Board skills matrix to determine

whether they will augment the existing Board

skillset and assess their availability to commit

themselves to the role.

If the Board appoints a new director during

the year, that person will stand for election by

shareholders at the next annual meeting.

Shareholders are provided with relevant

information on the candidates standing for

election in the notice of meeting.

Diversity and Inclusion

Spark’s talented workforce is a representation

of gender, ethnicity, culture and experience.

We believe that building greater diversity and

inclusion among our people speaks to our

role as a major New Zealand company that

shows leadership in areas important to

society. We also believe it will ultimately

deliver enhanced customer experiences and

business performance. One of Spark’s major

initiatives involved inviting all employees to

make the Blue Heart Pledge, which is an

individual’s personal commitment to support

a ‘heart-led’ approach to diversity and

inclusion at Spark.

Spark’s Diversity and Inclusion Policy sets out

the requirement for the Board to set and

review measurable objectives for achieving

diversity each year. The HRCC will annually

review and report to the Board on the relative

proportion of gender diversity that makes up

Spark New Zealand Annual Corporate Governance Statement 2020
3

Principle 2 continued:

Board Composition

and Performance

“To ensure an effective board,

there should be a balance of

independence, skills, knowledge,

experience and perspectives.”

Spark’s workforce and recommend objectives

to the Board. A copy of Spark’s Diversity and

Inclusion policy can be found at: www.

sparknz.co.nz/about/governance

For more details on the importance of

Diversity and Inclusion at Spark, and

reporting on our workforce demographics,

please see the Our People section of the

2020 Annual Report.

Director Training

The Board introduces new directors to

management and the business through

specifically tailored induction programmes,

depending on their needs. All directors are

regularly updated on relevant industry and

Company issues. This may include visits to

Spark operations and briefings from key

Leadership Squad members or external

experts. There is an ongoing programme of

presentations to the Board by management

from across Spark. From time to time the

Board may also undertake educational trips

to receive briefings from companies in

relevant industries, locally and abroad. The

Board expects all directors to undertake

continuous education so that they may

appropriately and effectively perform

their duties.

Board, Committee and

Director Performance

The Board regularly discusses governance

and performance and annually reviews its

own performance as a whole against the

Board Charter and each Committee’s

performance against its Charter. The Chair

meets with directors to discuss the

performance of each director individually.

Further, Board evaluations are undertaken

annually to seek director and Leadership

Squad feedback on a range of matters

relating to Board performance, including its

role and composition and engagement with

management, shareholders and stakeholders.

The collective results of the evaluation are

then reported to the Board by the Chair and

discussed individually with directors. The last

Board evaluation survey was undertaken in

July 2019 with the next Board evaluation

under way in August 2020.

Director Independence

Spark’s Board Charter requires that a majority

of directors be independent. When assessing

independence the Board will consider

whether a director is free of material

relationships with Spark (other than as a

director) and other entities and people who

could influence, or could reasonably be

perceived to influence, the director’s capacity

to exercise independent judgement and act

in the best interests of Spark and Spark’s

shareholders generally. The mere existence

of a relationship with Spark, or a customer or

supplier, may not necessarily mean that a

director is not independent. Rather, the Board

will assess each relationship on a case-by-

case basis to determine whether it is material

and might compromise the independence of

the director. The Board will also consider the

tenure of each director when assessing

independence and succession planning.

Please see the Board’s statement regarding

Director independence at page 106 of the

2020 Annual Report.

Board Positions

The Chair is elected by the Board. The Board

supports the separation of the roles of Chair

and the CEO. The Chair’s role is to manage

and provide leadership to the Board and to

facilitate the Board’s interface with the CEO.

The current Chair Justine Smyth is a non-

executive and independent director as

required by the Board Charter. The Board

does not have a Deputy Chair.

The Company Secretary is responsible for

supporting the effectiveness of the Board by

ensuring that its policies and procedures are

followed and for coordinating the completion

and dispatch of the Board agendas and

papers. The Company Secretary is

accountable to the Board, via the Chair, on all

governance matters, as further described in

the Board Charter.

Spark New Zealand Annual Corporate Governance Statement 2020
4

Principle 3:

Board Committees

“The board should use committees

where this will enhance its

effectiveness in key areas, while

still retaining board responsibility.”

Spark’s Board establishes committees to

assist in the execution of the Board’s

responsibilities. Board committees do not act

or make decisions on behalf of the Board

unless specifically mandated by prior Board

authority to do so.

The current committees of the Board are:

• Audit and Risk Management Committee

(ARMC);

• Human Resources and Compensation

Committee (HRCC); and,

• Nominations and Corporate Governance

Committee (NOMs).

Other committees may be established from

time to time to consider matters of special

importance or to exercise the delegated

authority of the Board.

Each Board Committee has a Charter

summarising the role, rights, responsibilities

and membership requirements for that

Committee. The Board annually reviews the

charters of the Board committees and their

performance against those charters, with the

last review conducted in November 2019.

The Board committee charters can be found

at: www.sparknz.co.nz/about/governance

The Board is responsible for appointing

committee members and Chairs according to

the skills, experience and other qualities they

bring to the Committee. All Spark committees

are comprised of a majority of independent

directors. A Committee Chair is entitled to

invite persons to attend Committee meetings

as deemed necessary. Spark management

and employees can only attend Committee

meetings at the invitation of the Committee.

Specific Committee memberships and

attendance information are outlined on

pages 103 & 105 of the 2020 Annual Report.

ARMC

The Board has delegated responsibility to the

ARMC for reviewing Spark’s principal risks on

an annual basis; ensuring that management

has established a risk management

framework that includes policies and

procedures to effectively identify, treat and

monitor principal business risks; assessing

the effectiveness of the risk management

system and ensuring it is fit for purpose

annually; and monitoring compliance with

the risk management framework.

The ARMC is tasked with ensuring the quality,

credibility and objectivity of Spark’s

accounting processes, including financial

reporting. The ARMC will discuss interim

financial statements and annual reports with

management, including whether the

reporting is consistent with the Committee

members’ information and knowledge and

whether it is adequate for shareholder needs.

The ARMC is comprised solely of non-

executive directors, and the Chair of the

ARMC is independent and is not the Chair

of the Board.

HRCC

The HRCC is responsible for reviewing

Spark’s remuneration policy and practices,

as well as Spark’s overall human resources

strategy, structure, policy and practices. The

remuneration of directors is reviewed by the

HRCC – taking account of the Company’s size

and complexity and the responsibilities, skills,

performance and experience of the directors

– with recommendations made to the Board

for approval.

NOMs

The NOMs role is to identify and recommend

to the Board individuals for nomination as

members of the Board and its committees

(taking into account such factors as it deems

appropriate, including experience,

qualifications, judgement and the ability to

work with other directors); and to develop

and review Spark’s corporate governance

principles and make recommendations to the

Board. The NOMs is also responsible for

reviewing Board succession planning.

Takeovers

Spark’s Board has put in place Takeover

Response Guidelines that set out the

procedure to be followed if there is a

takeover offer for Spark, including with

regards to communication between

insiders and the bidder, the preparation

of an independent advisor’s report and

establishment of a Bid Response

Sub-committee.

Spark New Zealand Annual Corporate Governance Statement 2020
5

Principle 4:

Reporting and

Disclosure

“The board should demand

integrity in financial and non-

financial reporting, and in the

timeliness and balance of

corporate disclosures.”

Continuous Disclosure

Spark is committed to providing material

information regarding Spark’s business and

operational performance to shareholders and

other stakeholders in compliance with

applicable laws and securities exchange

requirements. Pursuant to its Disclosure

Policy, Spark has an appointed Disclosure

Officer to authorise all financial market

communications. Together with the Company

Secretary the Disclosure Officer is responsible

for overseeing Spark’s disclosure practices

and ensuring that all material information is

lodged promptly and without delay with the

relevant securities exchanges and ensuring

that the Board receives copies of all material

market announcements and is kept informed

of the nature and quality of the information

being disclosed to the market.

Authorised spokespersons are restricted to

reduce the risk of inconsistent

communications and to ensure that public

comments are within the bounds of

information already in the public domain

and/or information that is not materially

price sensitive.

Reporting

Spark’s financial reports are prepared in a

manner that is balanced, clear and objective.

The financial statements in the Annual Report

are prepared in accordance with NZ GAAP

and comply with NZ IFRS.

Spark requires that, prior to the approval of

financial statements by the Board, its CEO

and Finance Director make a declaration that,

in their opinion, the financial records of the

entity have been properly maintained and

that the financial statements comply with the

appropriate accounting standards and give a

true and fair view of the financial position and

performance of Spark; and that their opinion

has been formed on the basis of a sound

system of risk management and internal

control, which is operating effectively.

In addition to the published financial

statements Spark’s Annual Report provides

information on Spark’s performance on a

number of non-financial matters, including

environmental, social and governance

commitments, integrating elements of the

Global Reporting Initiative Standards.

The 2020 Annual Report is also Spark’s first

report to adopt elements of the Integrated

Reporting International <IR> Framework.

Integrated reporting takes into consideration

the creation of value over the short, medium

and long term, thinking holistically about the

resources and relationships the organisation

uses or affects and the dependencies and

trade-offs between them as value is created.

Key Governance Documents

Spark’s website has a dedicated governance

section that contains Spark’s policies that

outline its core governance structures and

processes. This includes the Code of Ethics,

Board Charter (and the charters of the various

committees), Disclosure Policy, Insider

Trading Policy, Diversity and Inclusion Policy

and other principal corporate governance

documents: www.sparknz.co.nz/about/

governance

Spark New Zealand Annual Corporate Governance Statement 2020
6

Principle 5:

Remuneration

“The remuneration of directors

and executives should be

transparent, fair and reasonable.”

Policies and Practices

The HRCC is responsible for Spark’s

remuneration policy and practices and is also

ultimately responsible for ensuring Spark

meets legislative and regulatory requirements

as they relate to remuneration matters.

Spark is committed to ensuring that the

remuneration of directors is transparent, fair,

and reasonable and subject to shareholder

approval if required.

For more details on director and executive

remuneration please see the Leadership and

Board Remuneration section of the 2020

Annual Report.

Directors

Non-executive director remuneration is

determined with consideration of the size and

complexity of Spark and relative market

activity. From time to time independent

consultants are engaged for benchmarking

purposes to ensure that the remuneration of

Spark’s non-executive directors is appropriate

and comparable to that of similar companies

in New Zealand and, as relevant, Australia.

Non-executive directors are also expected to

purchase and hold an amount of Spark shares

within the first three years of their

appointments.

Jolie Hodson, as an executive director, does

not receive any director fees.

Further details on non-executive director

remuneration can be found at pages 52

& 103 of the 2020 Annual Report.

Further details on directors’ Spark

shareholdings can be found at pages 106

& 110 of the 2020 Annual Report.

Executives

The Leadership Squad’s remuneration

consists of a fixed remuneration component

and at-risk short-term and long-term

incentives. Spark’s STI rewards senior leaders

for the achievement of annual performance

objectives, with payments awarded from a

fixed cash pool that is set based on overall

Spark performance against financial and/or

non-financial annual performance objectives.

Spark believes that senior leaders should

have part of their remuneration linked to the

long-term performance of the Company. For

the Leadership Squad and a select group of

senior leaders, a long-term incentive, which

vests after three years contingent on

continued employment and Spark achieving

a performance hurdle, forms part of their

remuneration packages.

Further details on Leadership Squad

remuneration can be found at page 50 of the

2020 Annual Report.

CEO

The CEO’s remuneration package reflects the

scope and complexity of the role and is set by

the Board, with reference to the remuneration

of CEOs of similarly sized organisations. For

FY21 the CEO’s remuneration package

comprises a fixed cash component, an

at-risk short-term incentive and an at-risk

long-term incentive.

The CEO’s annual cash-based short-term

incentive is subject to the achievement of

specific performance objectives set by the

Board based on Spark’s strategy and business

plan for the respective financial year. The

CEO’s annual long-term incentive will be

granted as options under Spark’s LTI,

contingent on continued employment and

Spark achieving a performance hurdle. The

CEO is also expected to purchase and hold

an amount of Spark shares.

Further details on CEO remuneration can be

found at pages 51 & 104 of the 2020

Annual Report.

Spark New Zealand Annual Corporate Governance Statement 2020
7

Risk Management

“Directors should have a sound

understanding of the material

risks faced by the issuer and how

to manage them. The board

should regularly verify that the

issuer has appropriate processes

that identify and manage

potential and material risks.”

Spark’s Agile organisation design and

practices empower its people to make

decisions and manage the risks associated

with achieving Spark’s strategy and business

objectives. Strong corporate governance,

including a highly effective and integrated

risk management framework, helps Spark

people to make good business decisions that

create stakeholder value. Spark’s Managing

Risk Policy and Framework is benchmarked to

the COSO ERM 2017, a leading enterprise

risk management standard.

Spark’s Managing Risk Policy and Framework

is designed on the principles that managing

risk creates, protects and enhances value. It is

embedded in decision-making processes

and accountability structures so that

uncertainty and risks can be managed

effectively. It is iterative and responsive to

change so that it remains effective when

external and internal forces require Spark to

adapt its priorities and operating models. A

copy of Spark’s Managing Risk Policy can be

found at the following link:

www.sparknz.co.nz/about/governance

The ARMC plays an important role and is

responsible for ensuring that Management

has established a risk management

framework. Spark’s Risk Team is accountable

for designing and managing this framework

and provides the ARMC with regular updates

about its performance and evolution.

The ARMC reviews Management’s principal

risk profile annually. It also receives reports on

the effectiveness of the implementation and

operation of the policies and systems

designed to manage risk. The ARMC receives

quarterly reporting from the Risk, Internal

Audit and Fraud Lead that discusses progress

against the approved Risk, Internal Audit and

Fraud Plan. Information reported includes the

priorities, updates about the evolution of the

Managing Risk Framework, findings from its

internal audit reviews, updates about the

status of previously raised items and fraud

risk management.

The ARMC conducts an annual assessment to

confirm the Managing Risk Framework is

designed and operating effectively. The last

assessment was undertaken in August 2020

as part of year-end procedures. Every three

years Spark also has an external review to

ensure it continues to be fit for purpose and is

operating effectively.

A summary of Spark’s Managing Risk

Framework and Spark’s identified principal

business risks and mitigations are outlined in

the Our Governance and Risk Management &

Our Suppliers sections of the 2020 Annual

Report.

Health and Safety

The health and safety of people is of the

utmost importance to Spark. A safe and

healthy workplace is one in which people and

suppliers are accountable and empowered to

work together to protect and promote the

health, safety and wellbeing of all. To achieve

this Spark has established four pillars of

health and safety: a clearly defined Health

and Safety framework; active hazard and risk

management; development of an employee-

driven safety culture; and the right resources

and processes to deliver on the framework.

Integral to the framework is the H&S

Information System, which shapes and

monitors key performance indicators across

the business, focusing on Spark’s strategic

objectives, targets and managing critical

hazards and risks. The Board and Leadership

Squad are both integrally involved in health

and safety strategic planning, implementation

and monitoring.

Further details regarding Spark’s health and

safety performance can be found in the Our

People section of the 2020 Annual Report.

Principle 6:

Spark New Zealand Annual Corporate Governance Statement 2020
8

Auditors

“The board should ensure the

quality and independence of

the external audit process.”

External Audit

Oversight of Spark’s external audit

arrangements is the responsibility of the

ARMC. The External Auditor Independence

Policy and ARMC Charter together establish a

framework for Spark’s engagement with the

external auditor. The objective of this

framework is to ensure that audit

independence is maintained, both in fact and

appearance, such that Spark‘s external

financial reporting is viewed as being highly

reliable and credible.

The ARMC is responsible for the appointment

of Spark’s external auditor, its terms of

engagement and the level of fees incurred.

The ARMC Charter outlines the nature of the

services permitted to be performed and

those not permitted to be performed by the

external auditor.

The ARMC Charter requires that the

Committee annually assesses and confirm to

the Board the independence and objectivity

of the external auditor after consideration of

the External Auditor Independence Policy

criteria. Regular rotation of the external audit

firm is not mandated, however, rotation of the

key audit partner of Spark is required every

five years.

Procedures for communication between the

ARMC, the external auditor and Management

are set out in the ARMC Charter.

Representatives of Spark’s external auditor

are available at Spark’s annual meeting to

answer shareholder questions about the

conduct of the audit and the content of the

external auditor’s reports.

KPMG was appointed as Spark’s external

auditor effective 1 July 2002. Given the

duration of service, the Board considered it

was the appropriate time to rotate

external auditor.

Following a formal request for proposal

process for external audit services, in March

2020 the Spark Board recommended that

Deloitte be appointed as its new external

auditor, subject to approval by shareholders

at Spark’s Annual Meeting to be held in

November 2020.

The Audit and Risk Management Committee

Charter and the External Auditor

Independence Policy can be found at:

www.sparknz.co.nz/about/governance

Internal Audit

The Spark Internal Audit Team’s primary

objective is to assist the Board and CEO to

exercise good governance by providing

independent assurance on Spark’s control

and risk management processes. The ARMC

approves the appointment and oversees the

performance of Spark’s Risk, Internal Audit

and Fraud Lead, who is accountable for

leading Internal Audit and reports directly to

the Chair of the ARMC. The Internal Audit

Charter defines the Group’s objectives,

scope, independence, responsibilities and

authority. Internal Audit is independent from

the activities and operations it audits and has

unrestricted access to Spark’s records and

employees.

Internal Audit regularly performs audits

across Spark. It works to an annual Risk,

Internal Audit and Fraud Plan that outlines the

risk themes and engagements it intends to

complete over the plan year. The ARMC

approves this plan and ensures that the

Internal Audit is appropriately staffed and that

its scope of work is appropriate for the key

risks facing Spark.

Principle 7:

Spark New Zealand Annual Corporate Governance Statement 2020
9

Principle 8:

Shareholder Rights

and Relations

“The board should respect the

rights of shareholders and foster

constructive relationships with

shareholders that encourage

them to engage with the issuer.”

Shareholder Communications

and Disclosure

Spark is committed to promoting a fair,

orderly and transparent market through

comprehensive continuous disclosure and

ensuring shareholders are able to exercise

their rights in an informed manner.

Spark’s Disclosure Policy and associated

procedures governs communications with

shareholders and other stakeholders. All

material information is lodged promptly and

without delay with the relevant securities

exchanges. Once lodged the information will

also be published on Spark’s website, with

further dissemination through broadcast

emails to news agencies and other market

commentators where appropriate. Spark may

make available on its website any other

relevant information made available to

investors/analysts (e.g. roadshows and

presentation briefing materials).

Spark is committed to maintaining multiple

channels of shareholder communications and

engagement, which currently includes:

1. Semi-annual earnings announcements via

audio conference;

2. Semi-annual post-results briefings with

investors in New Zealand and Australia;

3. Regular ad hoc one-on-one and group

investor and analyst meetings;

4. An annual meeting;

5. An annual report and corporate

governance statement;

6. Semi-annual shareholder newsletters;

7. Investor briefing days (where

appropriate); and

8. Regular investor roadshows.

Spark provides shareholders with the option

to receive communications from, and send

communications to, Spark electronically.

Spark’s Investor Website

Spark’s website is an important avenue of

communication with shareholders and other

stakeholders. Spark maintains a dedicated

investor website (investors.sparknz.co.nz)

which contains market releases, periodic

financial information, current and past annual

reports, investor presentations and webcasts,

dividend and share price histories, notices

of meeting, biographies of Spark directors

and Leadership Squad, investor contacts,

important calendar dates and other

information about Spark.

Annual Meetings

All Spark shareholders are encouraged to

participate in the annual meeting including

virtually via an online annual meeting

platform, where shareholders can vote, ask

questions and watch the meeting via

webcast. Shareholders can also electronically

appoint and direct proxies to vote on their

behalf at the annual meeting.

The annual meeting webcast will be

archived on the Spark investor website after

the meeting.

The annual shareholders’ notice of meeting

is posted on Spark’s website as soon

as possible.

Spark is committed to ensuring that each

shareholder who invests in Spark has the right

to vote on major decisions that may change

the nature of the Company. All of Spark’s

shareholders have the right to one vote per

share and voting at the annual meeting is

conducted by poll.

Spark New Zealand Annual Corporate Governance Statement 2020
10

ARMC

Audit and Risk Management Committee

HRCC

Human Resources and

Compensation Committee

LT I

Long-Term Incentive Scheme, which is part of

Spark Leadership Squad and CEO remuneration

NOMs

Nominations and Corporate

Governance Committee

NZ GAAP

Generally Accepted Accounting Practice in

New Zealand

NZ IFRS

New Zealand equivalents to International

Financial Reporting Standards

Spark

Spark New Zealand Limited

STI

Short-Term Incentive Scheme, which is part of

Spark Leadership Squad and CEO remuneration

There are terms used in this document that

may be unfamiliar these are what each mean:

Glossary

---

1
Offer Document

This is an Offer Document in respect of Shares offered

under the Spark New Zealand Dividend Reinvestment Plan.

It is updated as at 25 August 2020.

REINVESTMENT

DIVIDEND

PL AN

2
Spark New Zealand operates a Dividend

Reinvestment Plan which offers Shareholders the

opportunity to directly increase their investment

in Spark New Zealand.

This booklet explains how the plan works.

Contents

From the Chairman ......................................................1

Choices available .........................................................2

Key features of the plan ...............................................4

Guide to completing the Participation Notice .........6

Terms and Conditions .................................................8

Definitions .....................................................................20

This document is important.

If you do not understand it or are in any doubt as to

how to act you should consult your financial adviser.

1
From the Chair

Shareholders’ interests are paramount for Spark New

Zealand and your company’s primary aim is to increase

value for Shareholders. This Dividend Reinvestment Plan

gives Shareholders a way to structure their investment in

Spark New Zealand according to their own investment

needs and goals.

The Plan lets Shareholders conveniently increase their

investment in Spark New Zealand without incurring

brokerage fees. This booklet explains how the Plan works.

Participation in the Plan is entirely optional. If you wish

to conveniently increase your investment in Spark New

Zealand, you can enrol in the Plan and Spark New Zealand

will reinvest your dividends in additional Shares and pay

for them with the net proceeds of your cash dividends.

Additional Shares in respect of a cash dividend under the

Plan will be issued at the prevailing market price, or (at the

Spark New Zealand Board’s discretion), at a small discount

to the market price.

For the latest dividend information and to see if a discount

currently applies go to: investors.sparknz.co.nz

If dividends are an important income source, you can do

nothing and you will continue to receive all future dividends

as cash without reinvesting the net proceeds or you can

choose to receive a mix of both cash dividends and Shares.

Please read this booklet thoroughly and consult your own

financial adviser if you have any questions.

Justine Smyth

Chair

2
Choice 1

Reinvest your dividends in further

Spark New Zealand Shares

Participation Notice

You should complete a Participation Notice online or a

Participation Notice Form (in a form provided by Spark New

Zealand from time to time) if you wish to reinvest your cash

dividends on all or any of your Shares in further Shares.

If you participate, promptly after each dividend payment

date you will be sent a statement detailing your dividend

entitlement and the number of additional Shares issued to

you under the Plan.

The Participation Notice Form should be delivered to the

Registrar at the address on page 19.Online Participation

Notice can be completed as per below:

New Zealand registered holders

Go to: https://investorcentre.linkmarketservices.co.nz

You will need your CSN/Holder number and FIN to

complete the investor validation process.

Australian registered holders

Go to: https://investorcentre.linkmarketservices.com.au

You will need your Holder number and Postcode to

complete the investor validation process.

Select the ‘Reinvestment Plans’ from the Payment & Tax

Menu to complete your Participation Notice

Level of Participation

You can opt for full or partial participation in the Plan. If you

tick the Full Participation box in the Participation Notice, this

will cover your current shareholding and any future Shares

you acquire or which are allocated to you under the Plan.

If you insert a number in the Partial Participation box of the

Notice, this will be treated as partial participation for the

number of Shares specified.

If the number you insert in the box exceeds the number of

Shares held by you, your application will be deemed to be

an application for full participation.

Partial participation in the Plan means that the Terms and

Conditions of the Plan will apply, both now and in the

3
future, only to the number of Shares nominated by you

now, until you notify the Registrar in writing of a variation.

Variation or termination of Participation

If, at a later date, you decide you wish to vary or terminate

your participation in the plan, simply complete the

Participation Notice online or provide written notice to the

Registrar at the address on page 19.

Choice 2

Receive dividends in cash

If you do nothing, you will continue to automatically receive

by direct credit the net proceeds of any dividend on your

Shares which do not participate in the Plan. There will be no

reinvestment of those proceeds.

Accordingly, unless you wish to apply for or vary your

participation in the Plan, you do not need to complete a

Participation Notice.

If, at a later date, you decide you do wish to participate,

simply complete the Participation Notice in accordance

with the instructions under Choice 1.

To update your direct credit bank account:

New Zealand registered holders

Go to: https://investorcentre.linkmarketservices.co.nz

You will need your CSN/Holder number and FIN to

complete the investor validation process.

Australian registered holders

Go to: https://investorcentre.linkmarketservices.com.au

You will need your Holder number and Postcode to

complete the investor validation process.

Select the ‘Update Payment Instructions’ from the Payment

& Tax Menu to update your bank account.

You will still receive a dividend statement by mail or email

advising the amount credited. Direct crediting is a more

secure and immediate way of receiving your dividend.

4
Key Features of the Plan

Shares acquired with the net proceeds

of cash dividends

The Plan provides Shareholders with an opportunity to

reinvest the net proceeds of any cash dividends payable

or credited on their Shares, in further Shares. This is a

convenient method of increasing your investment by

acquiring further Shares free of brokerage charges.

Eligibility

Participation in the Plan is optional and is open to all

Shareholders except where Spark New Zealand elects not

to offer participation under the Plan to Shareholders whose

address is outside New Zealand or Australia if Spark New

Zealand considers that to do so would:

(i) risk breaching the laws of places outside New

Zealand or Australia; or

(ii) be unreasonable having regard to the associated

costs of ensuring that the laws of those places are

complied with.

Full or Partial Participation

You may elect to participate in the Plan in respect of all or

part of your Shares. Participation in the Plan applies to all

future dividends on Participating Shares (unless you vary

your level of participation).

Dividend Policy

Details of Spark New Zealand’s dividend policy from time to

time will be available from: investors.sparknz.co.nz

5
Shares at or around market price

Under the Plan, additional Shares acquired in respect of a

cash dividend will be issued at market price as determined

around the time of issue, or (at the Spark New Zealand

Board’s discretion) at a small discount to the market price.

Details of your entitlement

If you elect to participate in the Plan and you have

Participating Shares, details of your total dividend

entitlement and the number of additional Shares issued

or transferred to you under the Plan will be sent to you

promptly after each dividend payment date. Please contact

the Registrar if you need to change your contact details.

Shares rank equally and can be sold

Shares issued under the Plan will rank equally in all respects

with existing Shares and can be sold at any time.

Flexible joining and withdrawal

arrangements

Shareholders can join, vary their participation or withdraw

from the Plan. Notice of joining, variation, or withdrawal

from the Plan received by the Registrar after 5pm (New

Zealand time) on an Election Date will be effective as at the

following Election Date.

6
Guide to Completing

the Participation Notice

Full ParticipationPartial Participation

(including any future

Spark New Zealand

Shares purchased)

(state number of

Spark New Zealand

Shares to participate)

Full Participation

Means that the Terms and Conditions

of the Plan will apply, both now and

in the future, to your total holding of

Shares, unless you vary the number

of participating Shares by providing

notice to the Registrar or you sell

your total shareholding.

Partial Participation

in the Plan

Means that, if you insert a number in the

Partial Participation box in the Participation

Notice, this will be treated as partial

participation for that number of Shares.

This means that the Terms and Conditions

of the Plan will apply, both now and in the

future, only to the number of your Shares

nominated by you on this form, unless you

vary the number of participating Shares by

providing notice to the Registrar or you sell

your total shareholding.

7
Online Participation Notice can be completed

as per below:

New Zealand registered holders

Go to: https://investorcentre.linkmarketservices.co.nz

You will need your CSN/Holder number and FIN to

complete the investor validation process.

Australian registered holders

Go to: https://investorcentre.linkmarketservices.com.au

You will need your Holder number and Postcode to

complete the investor validation process.

Select the ‘Reinvestment Plans’ from the Payment & Tax

Menu to complete your Participation Notice.

8
Terms and Conditions

1. Introduction

Spark New Zealand’s Board has approved the

establishment of the Spark New Zealand Dividend

Reinvestment Plan. The Plan enables Shareholders to

reinvest the net proceeds of cash dividends payable

or credited on all or some of their Shares by acquiring

further fully paid Shares. The terms and conditions of the

Plan (the “Terms and Conditions”) as determined by the

Board are set out below.

Words defined on pages 20 and 21 of this Offer

Document have the same meaning in these

Terms and Conditions.

2. Participation in the Plan

(a) Subject to these Terms and Conditions, Spark New

Zealand offers to all Shareholders the right to elect

to participate in the Plan.

(b) Spark New Zealand may, in its absolute discretion,

elect not to offer participation under the Plan

to Shareholders whose address is outside New

Zealand or Australia if Spark New Zealand

considers that to do so would (i) risk breaching the

laws of places outside New Zealand or Australia;

or (ii) be unreasonable having regard to the

associated costs of ensuring that the laws of those

places are complied with. The Board may, in its sole

discretion, elect to amend the jurisdictions in which

participation is offered under the Plan at any time.

(c) Shareholders who apply to participate in the Plan

and who reside outside New Zealand or Australia

will represent and warrant to Spark New Zealand

that the offer of the Plan and their participation

in it would not breach any laws in their country of

residence.

(d) Any person residing outside New Zealand or

Australia who holds Shares through a New

Zealand or Australian resident nominee should

not allow their nominee to participate in the Plan

if participation in respect of their Shares would be

9
contrary to the laws of their country of residence.

(e) Any person residing outside New Zealand or

Australia who participates in the Plan through a

New Zealand or Australian resident nominee will

be deemed to represent and warrant to Spark

New Zealand that they can lawfully participate

through their nominee.

(f) Spark New Zealand accepts no responsibility

for determining whether a Shareholder is able

to participate in the Plan under laws applicable

outside of New Zealand or Australia.

(g) Additional Shares to be issued to a Shareholder

under the Plan will be issued on the terms set out in

this Offer Document and subject to the same rights

as Shares acquired by all other Shareholders who

participate in the Plan.

(h) Normal cash dividend payments will be paid out

to those Shareholders not participating in the Plan

and on a Participant’s Non-Participating Shares, and

will not be reinvested in further Shares.

(i) Every shareholder eligible to participate in the Plan

shall be given a reasonable opportunity to do so.

3. Participation Notice

(a) Election to participate in the Plan must be made

on the prescribed Participation Notice, in a form

provided by Spark New Zealand from time to time,

or by electronic means specified by Spark New

Zealand from time to time.

(b) If a correctly completed Participation Notice is

received by the Registrar before 5pm (New Zealand

time) on an Election Date, participation in relation

to the net proceeds of cash dividends payable

or credited will commence on that Election Date,

otherwise participation will commence on the

first Election Date after receipt, subject to any

termination of the Plan becoming effective before

then.

(c) A separate Participation Notice must be given by a

Shareholder in respect of each holding of Shares

identified by a separate holder number or CSN.

10
4. Degree of participation

(a) Participation may be either full or partial.

(b) In the case of full participation in the Plan, these

Terms and Conditions will apply to the cash

dividends payable or credited in respect of all the

Participant’s Shares from time to time registered in

the Participant’s name, until such number of Shares

participating in the Plan is varied or participation in

the Plan is terminated in accordance with clause 11

of these Terms and Conditions.

(c) Partial participation applies only to the number

of Shares nominated by the Participant in a

Participation Notice, as varied from time to time

in accordance with clause 11 of these Terms and

Conditions. However, if at the relevant Record Date

the number of Shares held by the Participant is less

than the number of Participating Shares, then the

provisions of the Plan will only apply to such lesser

number of Shares.

(d) If the Participation Notice does not indicate the

degree of participation, it will be deemed to be

an application for full participation provided it is

otherwise correctly completed and signed.

(e) A Participation Notice will not attach to the Shares

in respect of which it has been given but will be

personal to the Shareholder giving it.

(f) Any Shares over which Spark New Zealand has a lien

or charge under the Constitution or otherwise, for a

sum which is presently payable, will not be eligible

to participate in the Plan.

5. Operation of the Plan

(a) By accepting this offer, each Participant directs

Spark New Zealand to apply the net proceeds of

every cash dividend payable or credited on the

Participating Shares held by the Participant on

the relevant dividend’s Record Date as payment

for the Shares to be issued to the Participant, in

accordance with the Plan.

Such direction shall continue until the Participant

or Spark New Zealand terminates the Participant’s

11
participation in the Plan in accordance with these

Terms and Conditions and shall not apply while

Spark New Zealand suspends the Plan.

Notice of termination of, or variation in,

participation in the Plan must be received prior to

5pm on the relevant Election Date (New Zealand

time) to be effective for a particular dividend.

The number of Shares to be issued to the

Participant in each case will be determined in

accordance with clause 7 of these Terms and

Conditions.

(b) The Board will, on the day that a Participant would

have otherwise received the net proceeds of cash

dividends on Participating Shares, either issue new

Shares or arrange the transfer of existing Shares to

the Participant in accordance with clause 7 of these

Terms and Conditions

(c) Additional Shares issued or transferred to the

Participant under the Plan will, from the date of

allotment, rank equally in all respects with all other

fully paid Shares.

(d) Additional Shares acquired by the Participant under

the Plan will be registered on the register where the

Participant already holds Shares.

6. Compliance with laws, listing rules

and Constitution

(a) The Plan will not operate in relation to a dividend

to the extent that the allotment, issue or transfer

of additional Shares under the Plan would breach

any applicable law, the listing rules of any stock

exchange on which Shares are listed, or any

provision of the Constitution.

(b) If and to the extent that the Plan does not operate

for such reason in respect of a Participant’s

Participating Shares, the relevant dividend on

Participating Shares will, until such time as the

issue is resolved, be paid or distributed in the

same manner as in respect of Shares which are

not Participating Shares.

12
7. Additional Share entitlement

(a) General: the number of Shares to be issued under

the Plan as fully paid to a Participant in a return for a

cash dividend will be:

(i) based on the net amount of the dividend the

shareholder would have otherwise received;

(ii) and calculated on the basis that the issue price

of the Additional Shares will be the market

price as determined in accordance with the

formula set out below less a discount (if any)

at the discretion of the Board.

(b) The number of Shares to be issued under the

Plan as fully paid to a Participant in return for a

cash dividend will be calculated in accordance

with the following formula:


N =

PS x D + B

P

Where:

N is the number of additional Shares which the

Participant will receive;

PS is the number of Participating Shares;

D is the net proceeds per Share from Spark New

Zealand (expressed in cents and decimals of cents,

including any supplementary dividends in respect

of Participating Shares payable to non-resident

Shareholders but excluding any tax credits and

after deduction of any withholding or other taxes,

if any) of cash dividends paid or credited on that

Share and which would otherwise have been paid

to a Shareholder in cash if the Shareholder had not

elected to participate in the Plan; and

B is the amount, if any, held to the order of the

Participant under the Plan in accordance with

paragraph 7(f) below as a result of rounding Share

entitlements when the Plan last operated;

P is the volume weighted average sale price

(expressed in cents and decimals of cents) for

a Share, calculated on all price setting trades

of Shares which took place through the NZX

13
Main Board over a period of five Business Days

commencing on the Ex Date (less a discount (if any)

at the discretion of the Board, as contemplated by

paragraph 13(a)(i) of these Terms and Conditions).

(c) If no sales of Shares occur during such period

then the volume weighted average sale price will

be deemed to be the sale price for a Share on the

first price setting trade of Shares on the NZX Main

Board which takes place after such period.

(d) Any volume weighted average sale price so

determined may be reasonably adjusted by the

Board to allow for any bonus or dividend or other

distribution expectation. If, in the opinion of the

Board, any exceptional or unusual circumstances

have artificially affected the volume weighted

average sale price so determined, the Board may

make such adjustments to that sale price as it

considers reasonable.

(e) Where the number calculated in accordance with

the preceding provisions is not a whole number,

then the number of Shares a Participant receives

will be rounded down to the nearest whole

number of Shares.

(f) Any net proceeds per Share as described in the

definition of “D” in clause 7(b) above which are

not applied to acquire a part of a Share because

of clause 7(e) above shall be held to the order of

the Participant and applied under the Plan on the

Participant’s behalf the next time the Plan operates.

Should the Participant:

(i) terminate his or her participation in the Plan, under

clause 11(a)(ii) of these Terms and Conditions; or

(ii) cease to be a Shareholder of Spark New

Zealand,any amount, which at the time is held to

the order of the Participant under this clause 7(f),

shall be forfeited.

8. Statements to Participants

Spark New Zealand will send to each Participant,

promptly after each dividend payment date, a statement

detailing in respect of that Participant:

14
(a) the number of Participating Shares as at the

relevant Record Date;

(b) the amount of cash dividend reinvested in respect

of Participating Shares and the amount of dividend

paid in cash on the Non-Participating Shares

(if applicable);

(c) the amount of any taxation deduction made;

(d) the number of Shares the Participant has received

under the Plan and the per unit issue price;

(e) advice as to the amount of any taxation credits;

(f) advice as to the amount held to the order of the

Participant under the Plan under clause 7(f); and

(g) such other matters required by law with respect to

dividends and/or reinvestment.

Participants should contact the Registrar if they need to

change their contact details.

9. No brokerage or commission costs

to Participants

No brokerage or commission costs will be payable by

Participants in respect of the Shares they receive

under the Plan.

10. Source of additional Shares

Additional Shares to be acquired by Participants under

the Plan may, at the Board’s discretion, be:

(a) new Shares issued by Spark New Zealand; or

(b) existing Shares acquired by Spark New Zealand

or its nominee or agent and transferred to

Participants; or

(c) any combination of (a) and (b) above.

11. Variation or termination

of participation

(a) A Participant may, at any time, by giving notice

to the Registrar:

(i) increase or decrease the number of

Participating Shares participating in the Plan; or

15
(ii) terminate participation in the Plan.

(b) Such alteration or termination will take effect

immediately upon receipt by the Registrar of the

notice, provided that any notice received after 5pm

(New Zealand time) on an Election Date will take

effect on the day following such dividend

payment date.

(c) If a Participant dies, receipt by the Registrar of a

notice of death in a form acceptable to Spark New

Zealand will be treated as notice under clause 11(a)

(ii) of these Terms and Conditions. Death of one

of two or more joint holders will not automatically

terminate participation.

12. Reduction or termination of

participation where no notice given

(a) Where a Participant with partial participation

disposes of part of his or her holding of Shares

then, unless the Participant advises the Registrar

otherwise:

(i) the Shares disposed of will be deemed to be

the Participant’s Non-Participating Shares;

except

(ii) if the number of Shares disposed of is more

than the number of the Participant’s Non-

Participating Shares, the balance will be

attributed to Participating Shares.

(b) If a Participant with full participation disposes

of part of their holding of Shares without giving

the Registrar written notice terminating their

participation in the Plan, the Participant will be

deemed to have terminated their participation in

the Plan with respect to the Shares disposed of

by them from the date that Spark New Zealand

registers a transfer of those Shares.

(c) If a Participant disposes of all of their holding of Shares

and ceases to be a Shareholder without giving the

Registrar written notice terminating their participation in

the Plan, the Participant will deemed to have terminated

participation in the Plan from the date that Spark New

Zealand registers a transfer of those Shares.

16
13. The Board’s discretion on

termination, suspension

and modification

(a) In addition to any other clauses in these Terms and

Conditions granting the Board discretion, the Board

may also in its sole discretion resolve:

(i) that the price at which additional Shares are

to be issued under the Plan shall contain a

discount to market price;

(ii) that participation in the Plan will not apply to

the whole or a part of the net proceeds of any

cash dividend and that the applicable part will

be paid out in cash and not be reinvested;

(iii) that a Participation Notice will cease to be

of any effect;

(iv) that the terms and conditions of the Plan be

modified, suspended or terminated;

(v) in the event of the subdivision, consolidation

or reclassification of Shares into one or more

new classes of Shares, that a Participation

Notice will be deemed to be a Participation

Notice in respect of the Shares as subdivided,

consolidated or reclassified unless such

Participation Notice is subsequently changed

or withdrawn by the Participants; and

(vi) that the Plan may be underwritten on such

terms as agreed between Spark New Zealand

and an underwriter.

(b) If the Plan is modified under clause 13(a)(iv) then

a Participation Notice will be deemed to be a

Participation Notice under the Plan as modified

unless such Participation Notice is subsequently

changed or withdrawn by the Participant.

(c) Notice of any modification, suspension or

termination by Spark New Zealand under clause

13(a) (iv) will be given to all Participants.

(d) However, no such modification or termination by

Spark New Zealand under clause 13(a)(iv) will be

made during the period commencing on a date

17
21 days before a Record Date for the purposes of

determining entitlement to a dividend and ending

on the date of payment of that dividend.

(e) Notwithstanding clauses 13(c) and (d), Spark

New Zealand may at any time, without the need of

any notice:

(i) modify or terminate the Plan to comply with

any applicable law, the listing rules of any stock

exchange on which Shares are listed, or any

provision of the Constitution; and

(ii) make minor amendments to the Plan where

such amendments are of an administrative or

procedural nature.

14. Stock Exchange Listing

Spark New Zealand will apply for Shares which may be

issued under the Plan to be quoted on the NZX Main

Board and the Australian Securities Exchange promptly

after they have been issued. NZX and ASX accept no

responsibility for any statement in this Offer Document.

15. No inside information

At the time the price for the Shares is set under clause

7 of these Terms and Conditions, Spark New Zealand

will ensure that it has no information that is not publicly

available that would, or would be likely to, have a

material adverse effect on the realisable price of the

Shares if the information were publicly available.

16. Taxation

The taxation consequences for each Shareholder should

they elect to participate in the Plan will differ depending

upon their particular circumstances. Accordingly, each

Shareholder should consult their own tax adviser as to

the taxation implications of the Plan. Spark New Zealand

does not accept any responsibility for the financial or

taxation effects of a Shareholder’s participation or

non-participation in the Plan.

18
17. Information for Australian

Shareholders

(a) The offer of Shares under the Plan does not

require disclosure for the purposes of section

708 of the Corporations Act 2001 (Cth).

Accordingly, this Offer Document will not

be lodged with the Australian Securities and

Investments Commission.

(b) Australian resident Shareholders should note that

Spark New Zealand is not licensed to provide

financial product advice in relation to the Shares

offered under the Plan. There is no cooling-off

regime that applies in respect of the issue of

Shares under the Plan. This Offer Document does

not take into account your personal objectives,

financial situation or needs. You should consider

obtaining your own financial product advice in

relation to the proposed offer from an independent

person who is licensed by Australian Securities and

Investments Commission to give such advice.

18. Governing Law

The Plan and its operation and these Terms and

Conditions will be governed by the laws of

New Zealand.

19. Available information

Copies of Spark New Zealand’s most recent Annual

Report, financial statements and auditor’s report are

available online at: investors. sparknz.co.nz.

A hard copy is also available free of charge on

request from:

Spark New Zealand Limited Spark City

167 Victoria Street West,

Auckland 1142, New Zealand

FAX: 09 303 3430

EMAIL: investor-info@spark.co.nz

WEBSITE: investors.sparknz.co.nz

19
20. Registrar’s address

The contact details of the Registrar are as follows:

Registrar in New Zealand

Link Market Services Limited,

PO Box 91976, Auckland 1142

Level 11, Deloitte Centre, 80 Queen Street,

Auckland 1010, New Zealand

PHONE: 09 375 5998

FAX: 09 375 5990

EMAIL: enquiries@linkmarketservices.co.nz

NZ CALL FREE: 0800 737 100

WEBSITE: www.linkmarketservices.co.nz

Registrar in Australia

Link Market Services Limited,

Locked Bag A14, Sydney South NSW 1235

Level 12, 680 George Street, Sydney NSW 2000

PHONE: +61 2 8280 7100

FAX: +61 2 9287 0303

EMAIL: registrars@linkmarketservices.com.au

AUS CALL FREE: 1300 554 474

WEBSITE: www.linkmarketservices.com.au

20
Definitions

The following words have these meanings in this Offer

Document:

ASX: ASX Limited.

Australian Securities Exchange: The equity security market

operated by ASX.

Board: Spark New Zealand’s Board of Directors.

Business Day: A day on which the NZX Main Board and

the Australian Securities Exchange are open for trading.

Constitution: Spark New Zealand’s constitution.

Election Date: The first Business Day following a Record

Date, or such later date as may be set by the Board and

advised to NZX and ASX.

Ex Date: The first Business Day before the relevant Record

Date, unless NZX determines otherwise.

issue: In the case of existing Shares, includes transfer

where the context requires.

Non-Participating Share: A Share registered in the name

of a Participant, the dividends on which are not subject to

the Plan, and in respect of a particular Election Date, the

Non- Participating Shares that are not participating in the

Plan on that date.

NZX: NZX Limited.

NZX Main Board: The main board equity security market

operated by NZX.

Participant: Any eligible holder of Shares who has

completed (and has not withdrawn) a Participation Notice

which has been accepted by the Board.

Participating Share: A Share registered in the name of a

Participant, the net proceeds of cash dividends on which

are subject to the Plan, and in respect of a particular

Election Date, the Participating Shares participating in the

Plan on that date.

Participation Notice: The Participation Notice for the Plan

as approved by Spark New Zealand.

Plan: The Spark New Zealand Dividend Reinvestment Plan

established by the Board pursuant to the Constitution on

the terms and conditions set out in this Offer Document,

as amended from time to time.

21
Record Date: The date and time fixed by the Board for

determining entitlement to the relevant dividend.

Registrar: Link Market Services Limited.

Shares: Ordinary Shares in Spark New Zealand.

Shareholders: Holders of Shares.

Spark New Zealand: Spark New Zealand Limited.

22
investors.sparknz.co.nz

ARBN 050 611 277

SPA5755

---

Dividend
Reinvestment

Plan











Do not complete this form if you wish to continue to receive in cash all dividends declared.

Participation Notice to reinvest your dividend.

A Dividend Reinvestment Plan operates for your Spark New Zealand Shares.

If you wish to reinvest all or part of the net proceeds of your cash dividends, simply complete this form, and return it in the post-paid

envelope provided.


If you already participate in the Plan and wish to vary your participation, then you will need to complete and return this form.











(including any future

Spark New Zealand

Shares purchased)


(state number of

Spark New Zealand

Shares to participate

I/We acknowledge receipt of a copy of the Offer Document.

I/We agree to be bound by the Terms and Conditions of the Dividend Reinvestment Plan set out in the Offer Document dated 25 August 2020.

I/We hereby direct that the net proceeds of all cash dividends I am/we are entitled to be paid or credited in respect of my/our

Participating Shares be applied toward the purchase of additional Spark New Zealand Shares in accordance with the Plan.


I/We warrant that if at any time I/we reside outside New Zealand or Australia and accept or continue to participate in the Plan, the offer of

the Plan and my/our participation in it does not breach any laws in my/our country of residence.


Name(s)

Shareholder number

Address

Email

Signature of Shareholder(s)

Date Daytime phone number

This notice may be returned at any time to the Share Registrar. This Participation Notice must be received

prior to 5pm on the relevant Election Date (New Zealand time) to be effective for a particular dividend.

Link Market Services Limited, PO Box 91976, Auckland 1142, New Zealand

Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235, Australia

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.