Chorus Limited/Announcement
Chorus Limited logo

Notice of meeting, proxy form & virtual meeting guide

AGM20 September 2021CNUCommunication Services

Chorus Limited
Level 10, 1 Willis Street

P O Box 632

Wellington

New Zealand

Email: company.secretary@chorus.co.nz

STOCK EXCHANGE ANNOUNCEMENT

21 September 2021

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’ 2021 Annual Shareholders’ Meeting will be held as a virtual meeting on

Wednesday 27 October at 12.00pm (New Zealand time).

All shareholders will be 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

Chief Corporate Officer & General Counsel

ENDS

For further information:

Brett Jackson

Investor Relations Manager

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

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Notice of Annual Meeting 2021
By order of the Board

Elaine Campbell

Chief Corporate Officer & General Counsel

21 September 2021

notice of

annual meeting

2021

Where

Online via Computershare’s

online meeting platform:

https://meetnow.global/nz

When

Wednesday

27 October 2021

commencing at 12.00pm

(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 2021 annual meeting of shareholders

will be held via a virtual meeting

Important dates

All times are given in New Zealand time unless otherwise specified.

25 October 2021, 12.00pm

Latest time for receipt of Proxy Forms

25 October 2021, 5.00pm

Record date for voting entitlements for the Annual Meeting

27 October 2021, 12.00pm

Annual Meeting

Shareholders will be asked to consider and, if thought

appropriate, to pass the following ordinary resolutions:

Election and re-election of Directors

1. That Mr Patrick Strange be re-elected as a Chorus director.

2. That Mr Murray Jordan be re-elected as a Chorus director.

3. That Ms Miriam Dean 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 2021
Murray Jordan

MProp

Director since 1 September 2015

Independent

Murray has extensive experience in the management of

highly customer focused organisations and in navigating

extremely complex environments, including as managing

director of Foodstuffs North Island, one of New Zealand’s

largest companies.

Murray has also previously held various general manager

positions at Foodstuffs and management roles in the

property investment and development sectors. He is a

director of Metlifecare, Metcash Limited (an ASX listed

company), Southern Cross Medical Care Society, Southern

Cross Healthcare Limited, SkyCity and Stevenson Group,

and a Board trustee of Starship Foundation.

Murray is chair of our People, Performance and

Culture 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, Patrick Strange and Murray Jordan, who were last

elected at the 2018 Annual Meeting, are retiring from office at this

year’s Annual Meeting and offer themselves for re-election.

Mr Strange and Mr Jordan 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 Mr Strange and Mr Jordan is an independent director.

In addition, Miriam Dean is proposed by the Board for appointment

as a Chorus director. The Board fully endorses Ms Dean’s

appointment and unanimously recommends that shareholders vote

in favour of her election. The Board has determined that Ms Dean

would be 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.

Patrick Strange

BE (Hons), PhD

Chair

Director since 6 April 2015

Independent

Patrick has spent 30 years

working as a senior executive

and director in both private and listed companies,

including more than six years as Chief Executive of

Transpower where he oversaw Transpower’s $3.8 billion

of essential investment in the National Grid. Patrick is

currently chair of Auckland International Airport, and

a director of Mercury NZ.

Patrick is chair of our Nominations and Corporate

Governance Committee.

Miriam Dean

CNZM QC

Independent

As a Queen’s Counsel and independent director, Miriam

has more than 38 years’ experience in commercial dispute

resolution and 25 years’ experience in governance, with a

specialty in competition, consumer and regulatory law.

Miriam has also built up significant experience in the

infrastructure and regulatory sectors, most notably as a

current director of Ōtākaro Limited (the Crown-owned

company responsible for the central city anchor projects

following the Canterbury earthquakes); as a former

director of Crown Infrastructure Partners (the Government

organisation managing the rollout of New Zealand’s ultra-

fast broadband); as a former deputy chair of Auckland

Council Investments; and as a former deputy chair of the

Commerce Commission.

Miriam is also currently chair of the Banking Ombudsman

Scheme, deputy chair of the Real Estate Institute of New

Zealand, and a member of a number of central and local

government-related advisory boards. In addition, she

is regularly asked to carry out government and non-

government inquiries and reviews.

Explanatory Notes

Notice of Annual Meeting 2021
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 2021

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.

How to attend the meeting

Shareholders can attend the meeting virtually through the

Computershare meeting platform https://meetnow.global/nz.

To access the meeting, click ‘Go’ under the Chorus meeting and

then click ‘JOIN MEETING NOW’. By using the meeting platform,

you will be able to watch the meeting, vote and ask questions

online using your smartphone, tablet or desktop device. Please refer

to the Virtual Meeting Guide for more information. You will need

the latest version of Chrome, Safari, Edge or Firefox to access the

meeting. Please ensure your browser is compatible.

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 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 Monday, 25 October 2021.

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 12pm on Monday, 25 October

2021) 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: https://meetnow.global/nz

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 12pm on

Monday 25 October 2021. 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 able 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 25 October 2021, 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,

Chief Corporate Officer & General Counsel, at the following

addresses:

Elaine Campbell

Chief Corporate Officer & General Counsel

Chorus Limited

PO Box 632

Wellington 6140

Email: company.secretary@chorus.co.nz

Share Registrar

Chorus’ share registrar in New Zealand and Australia

is Computershare.

You can manage your shareholding online via the Computershare

investor centre. To change your address, update your payment

instructions and to view your investment portfolio including

transactions, please visit www.investorcentre.com/nz.

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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 2021 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 2021 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 https://meetnow.global/nz and entering the meeting. 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 12.00pm (New Zealand time) Monday 25 October 2021.

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 Patrick Strange be re-elected as a Chorus director.

Item 2

That Murray Jordan be re-elected as a Chorus director.

Item 3

That Miriam Dean 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 https://meetnow.global/nz on Wednesday, 27 October 2021 at 12:00pm (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):

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Attending the meeting online
Our online meeting provides you the opportunity to

participate online using your smartphone, tablet or computer.

If you choose to attend online you will be able to view a live

webcast of the meeting, ask questions and submit your

votes in real time.

You will need the latest v

ersion of Chrome, Safari,

Edge or F irefox. Please ensure your browser is

compatible.

HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS

Visit https://meetnow.global/nz

When successfully authenticated, the home screen

will be displayed. You can watch the webcast, vote,

ask questions, and view meeting materials in the

documents folder. The image highlighted blue

indicates the page you have active.

The webcast will appear and begin automatically

once the meeting has started.

Voting

Resolutions will be put forward once voting is

declared open by the Chair. Once the voting has

opened, the resolution and voting options will appear.

To vote, simply select your voting direction from the

options shown on screen. You can vote for all

resolutions at once or by each resolution.

Your vote has been cast when the green tick appears.

To change your vote, select ‘Change Your Vote’.

Q&A

Any eligible shareholder/proxy attending the meeting

r

emotely is eligible to ask a question.

S

elect the Q&A tab and type your question into the

box at the bottom of the screen and press 'Send'.

Navigation

Access

Access the online meeting at

https://meetnow.global/nz, and select the required

meeting. Click 'JOIN MEETING NOW'.

If you are a shareholder:

Select 'Shareholder' on the login screen and enter

your CSN/Holder Number and Post Code. If you are

outside New Zealand, simply select your country

from the drop down box instead of the post code.

Accept the Terms and Conditions and click Continue.

If you are a guest:

Select Guest on the login screen. As a guest, you will

be prompted to complete all the relevant fields

including title, first name, last name and email

address.

Please note, guests will not be able to ask questions

or vote at the meeting.

If you are a proxy holder:

You will receive an email invitation the day before the

meeting to access the online meeting. Click on the

link in the invitation to access the meeting.

Contact

If you have any issues accessing the website please

c

all +64 9 488 8700.

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.

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