Notice of meeting, proxy form & virtual meeting guide

Chorus Limited
Level 10, 1 Willis Street
P O Box 632
Wellington
New Zealand
Email: company.secretary@chorus.co.nz
STOCK EXCHANGE ANNOUNCEMENT
24 September 2020
Notice of annual meeting, proxy/voting form and virtual meeting guide
Chorus’ notice of meeting, proxy/voting form and virtual meeting guide to be sent to
shareholders are attached. The notice of meeting, proxy/voting form and virtual
meeting guide will also be available on Chorus’ website at https://www.chorus.co.nz/
annual-meeting
Due to concerns about our ability to conduct the ASM in person with the uncertain
COVID-19 environment and the potential health risks for shareholders attending,
Chorus’ 2020 Annual Shareholders’ Meeting will be held as a virtual meeting on Friday 6
November at 10.30am (New Zealand time).
All shareholders will able to participate in the meeting, vote and ask questions from
smartphones, tablets or desktop devices. For further information regarding how to
attend the Annual Meeting, please refer to the attached Notice of Meeting and Virtual
Meeting Guide.
Authorised by:
Elaine Campbell
General Counsel and Company Secretary
ENDS
For further information:
Brett Jackson
Investor Relations Manager
Phone: +64 4 896 4039
Mobile: +64 (27) 488 7808
Email: brett.jackson@chorus.co.nz
Steve Pettigrew
Head of External Communications
Mobile +64 (27) 258 6257
Email: Steve.Pettigrew@chorus.co.nz

---

Notice of Annual Meeting 2020
By order of the Board
Elaine Campbell
General Counsel & Company Secretary
24 September 2020
notice of
annual meeting
2020
Where
Online via our virtual meeting
provider Lumi at:
web.lumiagm.com
Meeting ID: 37 7-187-840
When
Friday
6 November 2020
Commencing at 10:30am
(New Zealand time)
You are encouraged to read this Notice (including
the Explanatory Notes and Procedural Notes) and
the instructions on the Proxy/Voting Form carefully.
Chorus Limited’s 2020 annual meeting of shareholders
will be held via a virtual meeting
Important dates
All times are given in New Zealand time unless otherwise specified.
4 November 2020, 10:30am
Latest time for receipt of Proxy Forms
5 November 2020, 5:00pm
Record date for voting entitlements for the Annual Meeting
6 November 2020, 10:30am
Annual Meeting
Shareholders will be asked to consider and, if thought
appropriate, to pass the following ordinary resolutions:
Election and re-election of Directors
1. That Ms Prue Flacks be re-elected as a Chorus director.
2. That Mr Jack Matthews be re-elected as a Chorus director.
3. That Ms Kate Jorgensen be elected as a Chorus director.
See Explanatory Note 1.
Auditor Fees and Expenses
4. That the Board be authorised to fix the fees and expenses
of KPMG as auditor.
See Explanatory Note 2.
Business

Notice of Annual Meeting 2020
Jack Matthews
BA Philosophy, College of William and Mary
Director since 1 July 2017; Independent
Jack is an experienced director who has held a number of senior
leadership positions within the media, telecommunications and
technology industries in Australia and New Zealand.
Jack has extensive telecommunications industry experience
having been CEO of TelstraSaturn during the period they
deployed their HFC network in New Zealand, as well as a former
director of Crown Fibre Holdings, the Crown agency overseeing
the rollout of New Zealand’s fibre infrastructure network.
Formerly, Jack was CEO of Fairfax Media’s Metro Division, CEO
of Fairfax Digital and Chief Operating Officer of Jupiter TV
(Japan).
Jack is currently the chair of MediaWorks, a director of Plexure
Group and New Zealand Golf Network Limited and a former
director of The Network for Learning, APN Outdoor Group and
Trilogy International.
Jack is on Chorus’ Audit and Risk Management Committee.
Explanatory Note 1: Election and re-election of Directors
The NZX Listing Rules provide that a director of an issuer must not
hold office (without re-election) past the third annual meeting
following the director’s appointment or 3 years, whichever is longer.
Accordingly, Prue Flacks and Jack Matthews, who were last elected
at the 2017 Annual Meeting, are retiring from office at this year’s
Annual Meeting and offer themselves for re-election.
Ms Flacks and Mr Matthews are standing with the full support of the
Board. The Board unanimously recommends that shareholders vote
in favour of their re-election. The Board has determined that each
of Ms Flacks and Mr Matthews is an independent director.
In addition, Kate Jorgensen was appointed as a director by the
Board effective as at 1 July 2020. The NZX Listing Rules provide that
a director appointed by the Board during the year must not hold
office (without election) past the next annual meeting following the
director’s appointment. The Board fully supports Ms Jorgensen’s
appointment and unanimously recommends that shareholders vote
in favour of her election.
The Board has determined that Ms Jorgensen is an independent
director.
A biographical background of each director standing for re-election
and election is set out above.
Explanatory Note 2: Auditor Fees and Expenses
KPMG are currently Chorus’ auditors and will be automatically
reappointed under the Companies Act 1993. Under the Companies
Act, auditor fees and expenses must be fixed in the manner
determined at the Annual Meeting. Shareholder approval is,
therefore, sought to authorise the Board to fix the fees and
expenses of KPMG as auditor.
Prue Flacks
LLB, LLM
Director since 1 December 2011; Independent
Prue is a professional director with experience across a range
of industries.
Prue was formerly a commercial lawyer and a partner in the
national law firm Russell McVeagh for 20 years. Her expertise
includes corporate and regulatory matters, corporate finance,
capital markets and business restructuring.
Prue is currently a director of Bank of New Zealand and chair of
Mercury NZ Limited. She is a chartered member of the Institute
of Directors.
Prue is on Chorus’ People, Performance and Culture
Committee and the Nominations and Corporate Governance
Committee.
Kate Jorgensen
BBus, CA
Independent
Kate has significant financial, audit, governance and
commercial experience and has held a number of senior
leadership positions within the telecommunications,
infrastructure and construction industries in New Zealand.
Most recently, she was CFO of Vodafone New Zealand. Prior
to that, Kate was CFO of KiwiRail, CFO of Fletcher Building’s
infrastructure division and a senior audit manager for KPMG.
Kate is a member of Chartered Accountants Australia and
New Zealand.
Kate is a member of Chorus’ Audit and Risk Management
Committee.
Explanatory Notes

Notice of Annual Meeting 2020
Due to concerns about our ability to conduct the Annual Meeting in
person with the uncertain COVID-19 environment and the potential
health risks for shareholders attending, we have decided that the
Annual Meeting will be a virtual meeting this year. All shareholders
will have the opportunity to attend and participate in the 2020
Annual Meeting via an internet connection (using a computer,
laptop, tablet or smartphone).
The Annual Meeting will be accessible on both desktop and mobile
devices. In order to participate remotely you will need to visit
web.lumiagm.com on your desktop or mobile device.
Please ensure that your browser is compatible – Lumi AGM
supports the latest version of Chrome, Safari, Internet Explorer,
Edge or Firefox.
If you have any questions, or need assistance with the online
process, please contact Computershare on +64 9 488 8777
between 8.30am and 5.00pm Monday to Friday.
Audio will stream through the selected device, so shareholders will
need to ensure that they have the volume control on their
headphones or device turned up.
Shareholders will be able to view the presentations, vote on the
resolutions to be put to shareholders and ask questions, by using
their own computers or mobile devices. Shareholders will still be
able to appoint a proxy to vote for them or send a postal vote, as
they otherwise would, by following the instructions on the proxy
form and this Notice of Annual Meeting.
Details of how to participate ‘virtually’ are provided in the
accompanying Virtual Meeting Guide, with instructions for
accessing the virtual meeting. Shareholders are encouraged to
review this guide prior to the Annual Meeting.
Shareholders will require the meeting ID – which is 377-187-840 –
as well as their CSN/Securityholder Number, which can be found
on their proxy and postal voting form, for verification purposes.
Voting Entitlements
The persons who will be entitled to vote on the resolutions at the
Annual Meeting are those persons who are Chorus shareholders at
5:00pm on Thursday 5 November 2020.
Casting Your Vote
You may cast your vote using one of the following options:
1. Before the Annual Meeting: If you wish, you can vote prior
to the Annual Meeting (up until 10.30am on Wednesday
4 November 2020) on the website of Chorus’ share registry,
Computershare Investor Services Limited at:
www.investorvote.co.nz
2. At the Annual Meeting: If you wish, you can vote at the
Annual Meeting at: web.lumiagm.com
Voting will be by way of poll. For more information about
voting at the Annual Meeting, please refer to the Virtual
Meeting Guide that accompanies this Notice of Meeting.
3. Appoint a proxy to vote: You may appoint a proxy or corporate
representative (if the shareholder is a body corporate) to attend
the Annual Meeting, to act generally at the meeting and to vote
on your behalf. Your proxy does not need to be a Chorus
shareholder. To do this, you should complete the Proxy/Voting
Form. It must be returned to the share registrar by 10:30am on
Wednesday 4 November 2020. You may return your Proxy/
Voting Form by:
• Completing the Proxy/Voting Form and either posting it or
faxing it to the share registrar; or
• Completing the Proxy/Voting Form online at
www.investorvote.co.nz
Proxy/Voting Forms
The Proxy/Voting Form allows you to vote either for or against, or
abstain from, the resolutions notified in the Notice of Meeting.
If you appoint a Chorus director as your proxy to vote on your
behalf, then any undirected proxies granted to the director will be
voted in favour of the relevant resolutions.
If, in appointing a proxy, you have inadvertently not named
someone to be your proxy, or your named proxy does not attend
the Annual Meeting, the Chair of the meeting will be your proxy and
will vote in accordance with your express direction.
Chorus directors are not prepared to speak at the Annual Meeting
on behalf of a shareholder who appoints them as their proxy. If you
wish to be heard at the meeting you should either participate online
or appoint a proxy other than a Chorus director.
To assist shareholders wishing to exercise their voting rights at the
Annual Meeting (whether online or by proxy), the Proxy/ Voting
Form accompanying this Notice of Meeting has been personalised
with individual shareholder details. The Proxy/ Voting Form shows
your current shareholding. If, at 5:00pm on 5 November 2020, your
shareholding is different from that shown on the Proxy/Voting
Form, it will be updated by Chorus’ share registry, Computershare
Investor Services Limited.
Method of Voting
Voting on all resolutions put before the Annual Meeting will be
by poll. Results of the voting will be available after the conclusion
of the meeting, and will be notified on the NZX and ASX.
Procedural NotesVirtual Meeting -
instructions

The addresses for the share registrar are:
New Zealand
Computershare Investor Services Limited
Private Bag 92119
Victoria Street West
Auckland 1142
New Zealand
Phone: +64 9 488 8777
Fax: +64 9 488 8787
Email: enquiry@computershare.co.nz
www.investorcentre.com/nz
Australia
Computershare Investor Services Pty Limited
GPO Box 3329
Melbourne 3001
Australia
Freephone: 1 800 501 366
Fax: +61 3 9473 2500
Email: enquiry@computershare.co.nz
www.investorcentre.com/nz
Presentations
A copy of the presentations from the Annual Meeting will be
available for viewing on Chorus’ website after the conclusion of
the Annual Meeting.
ARBN 152 485 848
Voting Thresholds
Items of business 1 to 4 are ordinary resolutions and required to be
passed by a simple majority of the votes of those shareholders
entitled to vote and voting on the resolutions.
Questions for the Annual Meeting
If you wish to submit written questions to be considered
at the Annual Meeting, please email or post them to
Elaine Campbell, General Counsel & Company Secretary,
at the following addresses:
Elaine Campbell
General Counsel & Company Secretary
Chorus Limited
PO Box 632
Wellington 6140
Email: company.secretary@chorus.co.nz
Share Registrar
Chorus’ share registrar in New Zealand and Australia
is Computershare.
You can manage your shareholding online via the Computershare
investor centre. To change your address, update your payment
instructions and to view your investment portfolio including
transactions, please visit www.investorcentre.com/nz.

---

VIRTUAL MEETING
Due to the ongoing public health restrictions relating to the spread of COVID-19, Chorus will hold its Annual Meeting as a virtual
annual meeting. All shareholders will have the opportunity to attend and participate in the 2020 Annual Meeting via an internet
connection (using a computer, laptop, tablet or smartphone). The virtual meeting will be accessible on both desktop and mobile devices.
Please refer to the Virtual Meeting Guide 2020 that accompanies this Proxy/Voting Form.
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119 Auckland 1142 New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Signing Instructions for Postal Proxies
Individual
Where the holding is in one name, the shareholder must sign this form.
Joint Holding
At least one joint shareholder should sign this form (on behalf of all joint
shareholders). If different joint shareholders purport to appoint different proxies,
the vote of the proxy appointed by the first named joint shareholder will prevail.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a certified copy of
the power of attorney and a signed certificate of non-revocation of the power of
attorney must accompany this Proxy Form.
Companies
This Proxy Form must be signed by a duly authorised officer or attorney. Persons
who sign on behalf of a company must be acting with the company’s express or
implied authority.
Comments & Questions
If you have any comments or questions for Chorus, please write them on a
separate sheet of paper and return them with this form, or email
company.secretary@chorus.co.nz.
How to Vote on Items of Business
All your shares will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the virtual meeting, you may appoint a proxy. To do
this, enter the name of your proxy in the space allocated in ‘Step 1’ of this form.
You must name a proxy for your appointment to be valid.
Direct your proxy how to vote by marking one of the boxes opposite each item of
business. If you do not mark a box your proxy may vote as they choose, except
for a director (or associated person of a director) who will abstain from voting any
undirected proxy on the resolutions. If you mark more than one box on an item of
business your vote will be invalid on that item.
Appointing the Chair or any other director as your proxy
The Chair of the meeting, or any other Chorus director, is willing to act as proxy
for any shareholder who wishes to appoint her or him to vote on their behalf. To
appoint the Chair of the meeting or a director as your proxy enter ‘the Chair’ or
the name of the director you wish to appoint in the space allocated in ‘Step 1’ of
this form.
If, in appointing a proxy, you have inadvertently not named someone to be your
proxy, or your named proxy does not attend the virtual meeting, the Chair of the
meeting will be your proxy and will vote in accordance with your express direction.
Attending the Meeting Virtually
If you propose to attend the meeting, please read the enclosed Virtual Meeting
Guide prior to the meeting. You can participate in the meeting virtually through the
web platform web.lumiagm.com and entering the meeting ID 377-187-840.
You will be able to view presentations, ask questions and cast your vote from
your own computer, mobile or similar device. For any assistance with the process,
please contact Computershare on +64 9 488 8777 between 8.30am-5.00pm
Monday to Friday.
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and New Zealand Postcode/Country of Residence to appoint
a proxy online.
Chorus Limited (Chorus) Annual Meeting Proxy/Voting Form
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 10:30am (New Zealand time) Wednesday 4 November 2020.
ARBN 152 485 848
Go online or turn over to complete the form

Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
appointof
or failing him/herof
I/We being a shareholder/s of Chorus Limited
Signature of Shareholder(s) This section must be completed.
SIGN
Individual/Authorised officer or attorneyIndividual/Authorised officer or attorneyIndividual/Authorised officer or attorney
Shareholder 1Shareholder 2 (if applicable)Shareholder 3 (if applicable)
Contact Name Contact Daytime Telephone Date
Items of Business - Voting Instructions
STEP 2
Please note: If you mark abstain for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in computing the
required majority. If you do not mark a box your proxy may vote as they choose, except for a director (or associated person of a director) who will abstain from
voting any undirected proxy on the resolutions.
Resolutions
Item 1
That Ms Prue Flacks be re-elected as a Chorus director.
Item 2 That Mr Jack Matthews be re-elected as a Chorus director.
Item 3
That Ms Kate Jorgensen be elected as a Chorus director.
Auditor Fees and Expenses
Item 4
That the Board of Chorus Limited be authorised to fix the fees and expenses of KPMG as auditor.
Proxy
DiscretionFor
Against
Abstain
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at Chorus’ Annual Meeting of shareholders to be
held virtually at web.lumiagm.com on 6 November 2020 at 10:30am (New Zealand time) and at any adjournment of that meeting.
If your proxy is not the Chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and email
address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone):
and (Email):

---

STEP 1
Open Lumi AGM and enter the
Meeting ID shown in top right
corner
STEP 2
Enter your username and
password (CSN/Holder Number
and postcode)
STEP 3
When the poll is opened,
click and select your
desired voting direction
Virtual meetings are accessible on both desktop and mobile devices. In order to participate, you will need to visit web.lumiagm.com on
your desktop or mobile device. You will need to ensure that your browser is compatible — Lumi AGM supports the latest versions of
Chrome, Safari, Internet Explorer, Edge and Firefox.
If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between 8.30am
and 5.00pm Monday to Friday (New Zealand time).
VOTING A
T A GLANCE
VIRTUAL MEETING GUIDE
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
password (postcode).
APPOINTED PROXIES
A username and password will be
provided prior to the meeting.
If you have not received your username
and password, please contact
Computershare on +64 9 488 8777
between 8.30am—5.00pm Monday to
Friday (New Zealand time).
MEETING ID
377-187-840
Virtual entry to the Annual Meeting will open at 10.00AM
NZT on Friday 6 November 2020, with the meeting
commencing at 10.30AM NZT.
OVERSEAS RESIDENTS
Username (CSN or Holder Number);
and Password (three-character ISO3
country code) e.g. AUS is the ISO3 code
for Australia.
You can find a full list at
www.computershare.com/iso3
LOGGING IN
To log in, you must have the following information (which can be found on your Shareholder’s Voting and Proxy Form) or you can log in
as a guest if you are not a shareholder in
Chorus Limited. Please note, if you have logged in as a guest you will not be able to ask any
questions or vote.

USING LUMI AGM
ACCESSING THE VIRTUAL MEETING
Once you have entered web.lumiagm.
com into your internet browser, you’ll
be prompted to enter the Meeting ID
and accept the terms and conditions.
You will then be required to enter your:
>username (CSN or Holder number);
>password (postcode, or country code
for overseas residents)
NAVIGATING LUMI AGM
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the broadcast icon at the
bottom of the screen.
WATCHING THE WEBCAST
To watch the webcast, click the black
broadcast bar on screen and push
the ► button to start the webcast.
The video and/or slides will appear
shortly after (dependent on the speed
of your internet connection).
ASKING QUESTIONS
Any shareholder or appointed proxy/
representative attending the meeting
is eligible to ask questions. If you would
like to ask a question, select then
type and submit your question. It will be
sent to the board for an answer.
Please note that not all questions may
be able to be answered during the
meeting. In this case, questions will be
followed up by email after the meeting.
VOTING IN LUMI AGM
Once the poll has been opened, will
appear on the navigation bar at the
bottom of the screen—from here, the
resolution and voting choices will be
displayed.
To vote, simply select your voting
direction from the options shown on
screen. To change your vote, simply
select another direction—you can cancel
your vote by clicking ‘Cancel’.
NAVIGATING LUMI AGM - DESKTOP
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the ► button to start the
webcast.