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
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.
---
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):
---
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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