2020 Notice of Annual Meeting and Proxy Form

10.00am, Friday 6 November 2020
NOTICE OF
ANNUAL MEETING
2020

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On behalf of the Board of Directors I am pleased to invite you to the
2020 Annual Meeting of Spark New Zealand Limited (“Spark”). The 2020
Annual Meeting will be held as a virtual only meeting at 10.00am on
Friday 6 November 2020 (New Zealand time).
We are moving to a virtual only meeting in response to the ongoing
uncertainty surrounding COVID-19, and the need to keep our
shareholders and Spark people safe in this new context. The decision
was a difficult one, as we understand how much our shareholders value
meeting with Directors in person. However, after careful consideration,
we have decided the potential for the rapid re-emergence of the virus in
our community means it is prudent to hold the meeting virtually this year.
We know there are some shareholders who will not have accessed one
of our meetings virtually previously, and there is support available to you
if you need it. In the procedural notes below you will find information on
how to access the meeting online or by telephone, and there is a helpline
number to call if you experience any difficulty. The Board and I very much
appreciate shareholders’ support and understanding as we move to this
new way of doing things, during what is an unprecedented global event.
Shareholders are able to attend the Annual Meeting online via the Virtual
Annual Meeting portal at virtualmeeting.co.nz/spark2020 or by telephone
from New Zealand by dialling 0800 448 986 or from Australia by dialling
1800 572 288. Please read the procedural notes for further detail.
Items of Business
A. Chairperson’s Address
B. Chief Executive Officer’s Review
C. Resolutions
To consider, and if thought fit, pass the following resolutions:
1. Auditor’s appointment and remuneration: That Deloitte Limited is
appointed as auditor of Spark and the Directors of Spark are authorised
to fix the auditor’s remuneration.
2. Re-election of Mr Paul Berriman: That Mr Paul Berriman, who retires by
rotation and is eligible for re-election, is re-elected as a director of Spark.
3. Re-election of Mr Charles Sitch: That Mr Charles Sitch, who retires by
rotation and is eligible for re-election, is re-elected as a director of Spark.
Resolutions 1, 2, and 3 above are to be considered as ordinary
resolutions and, to be passed, require the approval of more than
50% of the votes of those shareholders entitled to vote and
voting on the resolution.
The Board unanimously supports all resolutions and recommends
that shareholders vote in favour of all resolutions.
For more information on the resolutions, please see the
Explanatory Notes.
D. Shareholder Questions
By Order of the Board of Spark New Zealand Limited
Justine Smyth
Chair, Spark New Zealand Limited
2 October 2020
Letter from the Chair
2 October 2020

45
Mr Jason Satchurski
Lead Audit Partner
Ms Melissa Collier
Audit Partner
Biography:
A senior partner of Deloitte with almost 30 years of audit
experience both in New Zealand and internationally and deep
experience with Telcos and large, listed, entities. His current and
recent NZX listed clients include Air New Zealand, Pushpay, AFT
Pharmaceuticals and Plexure Group.
Biography:
Melissa is the National Managing Partner for Assurance &
Advisory for Deloitte and brings a wealth of experience across
a range of industries, mainly focused on large listed companies.
Her current and recent NZX listed clients include Air New Zealand
and Wellington Drive Technologies.
Prior to their appointment (subject to shareholder approval)
the Board assessed and confirmed the independence of Deloitte
after consideration of the External Audit Independence Policy
criteria. It is noted that Ms Jolie Hodson has two close family
relationships with partners of Deloitte. Due to this perceived
conflict, Ms Hodson was recused from the auditor appointment
process undertaken in March. These partners are not involved in
the provision of any services to Spark and its subsidiaries. Deloitte
also carries out other assignments for Spark in the area of taxation
compliance. Neither of these matters impact Deloitte’s
independence and will be disclosed in the independence section
of Deloitte’s audit report attached to Spark’s financial statements.
Deloitte’s independence was re-confirmed to the Board in
September 2020.
Spark’s External Audit Independence Policy can be found on
the governance section of Spark’s website:
sparknz.co.nz/about/governance
The Directors also recommend that the shareholders authorise
the Directors under section 207S of the Companies Act 1993 to
fix the remuneration of the auditor. The total audit fee excluding
disbursements for statutory audit services and minor regulatory
assurance work for FY21 is $1,050,000.
Explanatory Notes
Resolution 1: Appointment of Deloitte Limited as auditor and
authorisation of the Directors to fix the auditor’s remuneration
The Companies Act 1993 requires Spark to appoint an auditor and
provides that the fees and expenses of an auditor appointed at an
Annual Meeting can be fixed in the manner determined at that meeting.
While Spark has been extremely satisfied with KPMG’s external audit
services since 1 July 2002, given this duration of service the Board
believes that now is the appropriate time to rotate external auditors.
In March 2020, following a formal request for proposal process
for the provision of external audit services, Spark announced that
Deloitte Limited (“Deloitte”) was the successful party in that process,
and the Directors recommend that Deloitte be appointed as auditor
for the financial year ending 30 June 2021.
The appointment of Deloitte brings in another “big four” audit firm
with broad experience in dealing with large and complex New
Zealand clients; as well as a team with deep industry experience in
the telecommunications sector and New Zealand Listed companies.
The Deloitte audit team for the financial year ending 30 June 2021
will be led by Mr Jason Stachurski (lead audit partner) and Ms
Melissa Collier (audit partner).

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Resolution 3: Re-election of Mr Charles Sitch
Non-executive director Mr Charles Sitch retires by rotation pursuant
to NZX Listing Rule 2.7.1 and offers himself for re-election. Mr Charles
Sitch is considered by the Board to be independent.
Term of Office:
Appointed 1 December 2011 and last re-elected at the 2017
Annual Meeting.
Board Committees:
Chair of the Audit and Risk Management Committee and member
of the Nominations and Corporate Governance Committee.
Biography:
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. At McKinsey he primarily worked 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.
Mr Charles Sitch
Resolution 2: Rotation and re-election of Mr Paul Berriman
Non-executive director Mr Paul Berriman retires by rotation pursuant
to NZX Listing Rule 2.7.1 and offers himself for re-election. Mr Paul
Berriman is considered by the Board to be independent.
Term of Office:
Appointed 1 December 2011 and last re-elected at the 2017
Annual Meeting.
Board Committees:
Member of the Audit and Risk Management Committee and the
Nominations and Corporate Governance Committee.
Biography:
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 (the telecommunications arm of PCCW),
responsible for leading the group’s product and technology
roadmap and strategic development. Paul is in the process of
handing over the day-to-day operational aspects of the CTO role,
while retaining the strategic advisory functions and continuing to
represent HKT Trust at a senior level, committing approximately
2 days per week to the position.
Paul is a Chartered Engineer who holds a Bachelor of Science in
electroacoustics 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 a Director of the
global Next Generation Mobile Networks Alliance of mobile
network operators.
Mr Paul Berriman

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Appointing a Proxy:
Shareholders entitled to attend and vote at the Annual
Meeting may appoint a proxy to attend and vote on their behalf.
A body corporate that is a shareholder may appoint a person to
attend the meeting as its representative in the same manner that it
would appoint a proxy. A proxy need not be a Spark shareholder.
The Chair of the meeting or any other director is willing to act as
proxy for any shareholder who appoints him or her for that purpose.
The Chair of the meeting and the Directors of Spark intend to vote all
discretionary proxies, for which they have authority to vote, in favour
of the resolutions.
If, in appointing your proxy, you do not name a person as your proxy
(either online or on your proxy form), or your named proxy does not
attend the Annual Meeting, the Chair of the meeting will be your
proxy and may vote only in accordance with your express direction.
A proxy is able to vote on motions from the floor and/or any
resolutions put before the meeting to amend the resolutions stated
in this notice.
Shareholders can appoint a proxy by completing the enclosed proxy
form and returning it to Link Market Services Limited by email, mail
or fax as set out in the proxy form.
Online Proxy Voting:
Alternatively, shareholders can elect to lodge their proxy
appointment online by visiting vote.linkmarketservices.com/SPK
Holders on the New Zealand register will be required to enter their
Holder Number and Authorisation Code (FIN) to complete the
online validation process to securely appoint a proxy online.
Holders on the Australian register will be required to enter their
Holder Number and postcode or country of residence to complete
the online validation process to securely appoint a proxy online.
All online or postal proxy appointments must be received by Link
Market Services Limited no later than 10.00 am on Wednesday
4 November 2020 (New Zealand time).
Shareholder Questions:
We want to make it as easy as possible for shareholders to ask questions
at this year’s meeting, and we appreciate many people will not be familiar
with the virtual format. There are several options available to shareholders
in order to make asking a question as easy as possible. Shareholders can
ask a question either during the Annual Meeting or in advance of the
Annual Meeting for those shareholders who are unable to attend.
Shareholders who cannot attend the Annual Meeting:
If you cannot attend the Annual Meeting but would like to ask a question
you can submit a question by completing the shareholder question
section on the Proxy Form and returning it to Link Market Services Limited,
or online by going to vote.linkmarketservices.com/SPK. After completing
the online validation process choose “Ask a Question”. Questions will
need to be submitted by 5 pm on Wednesday 28 October 2020
(New Zealand Time).
Procedural Notes
Online Participation:
This year Shareholders may only attend the Annual Meeting
virtually via an online portal or by telephone. Shareholders that
attend via the online portal can watch the Annual Meeting, vote
and ask questions during the Annual Meeting. In order to
participate, shareholders will need to provide their Holder
Number for verification purposes. Shareholders will be able to
ask questions during the Annual Meeting via the chat
functionality or via telephone.
Spark’s Virtual Annual Meeting portal can be found at
virtualmeeting.co.nz/spark2020
If you require any help using the online portal prior to or during the
Annual Meeting, from New Zealand please dial 0800 200 220 or from
Australia please dial 1800 990 363
A user guide can be found under the Annual Meeting section of our
website at investors.sparknz.co.nz
Telephone Participation:
Shareholders who participate by phone will be able to hear the
meeting, ask questions and vote at the appropriate times during the
meeting. Voting will be conducted at the conclusion of the meeting.
Please follow the voting instructions provided by the call facilitator.
To participate in the Annual Meeting by telephone in New Zealand
please dial 0800 448 986 or from Australia please dial 1800 572 288.
Shareholders attending by phone will require their unique PIN for
verification purposes. Your unique PIN can be found at the top of the
Proxy Form that accompanies this notice. Please disregard the PIN on
your Proxy Form if you will be attending virtually via the online portal.
ADR Holders:
ADR holders are able to attend the meeting online as a registered
visitor and can view the live webcast (see further instructions
below) but unfortunately are not able to vote or ask questions via
the online portal. ADR holders are encouraged to vote via the ADR
proxy vote process facilitated by The Bank of New York Mellon,
as the ADR depositary bank and your securities bank/broker.
To view the webcast, go to virtualmeeting.co.nz/spark2020
Voting Entitlements:
Only shareholders whose names are registered on the Spark
share register at 5.00 pm on Wednesday 4 November 2020
(New Zealand time) are entitled to vote, and only shares registered
in the names of those shareholders at that time may be voted at the
Annual Meeting. No shareholders are prohibited from voting on the
resolutions and all shareholders will vote together as one class.
Proxy Voting:
If you cannot attend the Annual Meeting and choose not to participate
by telephone or virtually via the Annual Meeting portal, you are
encouraged to appoint a proxy to attend and vote on your behalf.

1011
Online Questions:
Shareholders attending the online Annual Meeting will be able to
submit questions via the “Ask a Question” functionality in the online
portal. Questions can be submitted via the online portal 30 minutes
before the meeting begins or at any time during the Annual Meeting.
We encourage shareholders to submit questions as early as possible
to ensure that as many questions as possible are received and
addressed at the appropriate time during the meeting.
Please note in order to “Ask a Question” via the online portal
shareholders must have completed the registration process to vote
in order to validate themselves as a shareholder and make the
“Ask a Question” functionality available.
Telephone Questions:
Shareholders are also able to ask questions by telephone. This is a
great option for shareholders who may be less confident navigating
a computer or may find typing a question challenging. Asking a
question by telephone also allows the opportunity for follow up
questions to be asked in real-time. To ask a question by telephone
in New Zealand please dial 0800 448 986 or from Australia please
dial 1800 572 288. We recommend shareholders wanting to ask
questions by telephone dial into the Annual Meeting as early as
possible. To queue for a question please dial *1. The operator will
announce your name and invite you to ask your question at the
appropriate time during the meeting.
Webcast:
The Annual Meeting will be webcast live on the internet. To view the
webcast, go to virtualmeeting.co.nz/spark2020

12SPA5807

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The Annual Meeting of Spark New Zealand Limited (“Spark”) will be held virtually at 10 am on Friday 6 November 2020 (New Zealand time).
Shareholders can attend the Annual Meeting online via the Link Virtual Annual Meeting Platform at virtualmeeting.co.nz/spark2020.
Alternatively, shareholders can attend by telephone from New Zealand by dialling 0800 448 986 or from Australia by dialling 1800 572 288.
If you are attending online, you will require your Holder Number for verification purposes. If you are attending by telephone, you will require
your unique PIN that can be found at the top of this Proxy Form. Please dial-in five minutes prior to the start time.
Shareholders who appoint a proxy to vote on their behalf can still attend the Annual Meeting via the Virtual Annual Meeting portal, although
those shareholders will be unable to vote if a proxy is so appointed.
For your proxy to be effective it must be received by Link Market Services Limited by 10.00 am on Wednesday 4 November 2020
(New Zealand time).
Go online to vote.linkmarketservices.com/SPK to appoint and give directions to your proxy or turn over to
complete the form.
Appointment of proxy
If you do not plan to attend and participate at the Annual Meeting
by telephone or online via the Virtual Annual Meeting portal, you are
encouraged to appoint a proxy to attend and vote on your behalf. The
Chair of the meeting or any other director of Spark is willing to act as
proxy for any shareholder who appoints him or her for that purpose.
If, in appointing your proxy, you do not name a person as your proxy
(either online or on this Proxy Form), or your named proxy does not
attend the Annual Meeting, the Chair of the meeting will be your proxy
and may vote only in accordance with your express direction, and any
undirected votes will (subject to restrictions (if any) set out in the NZX
Listing Rules) be voted in accordance with the Chair’s discretion.
Voting of your holding
Direct your proxy vote by making the appropriate election, either
online or on this Proxy Form, in respect of each item of business
(resolutions 1 to 3). If you do not make an election in respect of a
resolution, your proxy may vote as they choose provided they are
not prohibited from voting on that resolution. If you make more than
one election in respect of a resolution, your vote will be invalid on
that resolution. A proxy is able to vote on motions from the floor and/
or any resolutions put before the meeting to amend the resolutions
stated in the notice.
The Chair of the meeting and the Directors of Spark intend to vote all
discretionary proxies, for which they have authority to vote, in favour
of the resolutions.
No shareholders are prohibited from voting on resolutions 1 to 3 and
all shareholders will vote together as one class.
Signing instructions for Proxy Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint holding
Where the holding is in more than one name, either of the joint
shareholders (or their duly authorised attorney) may sign.
Power of Attorney
If this Proxy Form has been signed by an attorney, a copy of the
power of attorney under which it was signed (if not previously
provided to Link Market Services), and a signed certificate of non-
revocation of the power of attorney must accompany this Proxy Form.
Company
If this Proxy Form is completed for a company it must be signed by
a duly authorised officer or attorney. Persons who sign on behalf of
a company must be acting with the company’s express or implied
authority.
Attending the meeting
If you wish to vote, you should attend the Annual Meeting online via
the Virtual Annual Meeting portal.
A body corporate may appoint a person to attend the Annual
Meeting as its representative in the same manner that it would
appoint a proxy.
General Enquiries
0800 737 100 (within NZ) | 1300 554 474 (within AU)
+64 9 375 5998 (international) | sparknz@linkmarketservices.com
Scan this QR code
with your smartphone
and vote online
Unique PIN
(for telephone attendance
0800 448 986)
SPA5285
Spark New Zealand Limited, ARBN 050 611 277
Proxy Form for the 2020 Annual Meeting
Proxy Form 2020
Online
vote.linkmarketservices.com/SPK
Scan & Email
meetings@linkmarketservices.co.nz
Fax
+64 9 375 5990
Mail
Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand

Step 3: Shareholder Questions
Shareholders attending the Annual Meeting (either by telephone or online via the Virtual Annual Meeting portal) will have the opportunity
to ask questions during the Annual Meeting. If you cannot attend the Annual Meeting but would like to ask a question, you can submit a
question online by going to vote.linkmarketservices.com/SPK and completing the online validation process or by completing the question
section below and returning it to Link Market Services. Shareholder questions will need to be submitted by 5:00 pm on Wednesday 28
October 2020 (New Zealand time). The Board will address and answer questions at the Annual Meeting.
Question:
Step 1: Appoint a proxy to vote on your behalf
I/We being a shareholder/s of Spark

hereby appoint ______________________________ of _________________________ email address: ______________________________________

or failing him/her ____________________________ of _________________________ email address: ______________________________________
as my/our proxy to act generally at the Annual Meeting on my/our behalf and to vote in accordance with the following directions (or if no
directions have been given, the proxy will vote as he/she sees fit, subject to any applicable restrictions in the NZX Listing Rules) at the Annual
Meeting of Spark to be held virtually via the Link Virtual Meeting Platform at 10:00 am on Friday 6 November 2020 (New Zealand time), and
at any adjournment of that meeting. If you wish, you may appoint as your proxy ‘The Chair of the Meeting’ or any other director of Spark.
Spark New Zealand Limited, ARBN 050 611 277
Proxy/Corporate
Representative Form
ResolutionsForAgainst
Proxy
DiscretionAbstain
Item 1
That Deloitte Limited is appointed as auditor of Spark and the Directors of Spark are
authorised to fix the auditor’s remuneration.
Item 2
That Mr Paul Berriman, who retires by rotation and is eligible for re-election, is
re-elected as a director of Spark.
Item 3
That Mr Charles Sitch, who retires by rotation and is eligible for re-election, is
re-elected as a director of Spark.
Step 2: Resolutions – Proxy voting instructions
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on that resolution and your
votes will not be counted in computing the required majority.
Sign: Signature of Shareholder(s) This section must be completed.
Shareholder 1 Shareholder 2 Shareholder 3

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name
Contact Daytime Telephone Date
Electronic Investor Communications:
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