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

20 September 2022

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/
investor-info

Chorus Limited’s 2022 annual meeting of shareholders will be held as a hybrid
meeting (in-person at Chorus’ Wellington offices, and online through
Computershare’s meeting platform https://meetnow.global/nz) on Wednesday 26
October at 10.30am (New Zealand time).

All shareholders will be able to participate in the meeting, vote and ask
questions. 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 2022
notice of
annual meeting
2022
Where
In-person:
Chorus’ Wellington office
Aon Centre
Level 10, 1 Willis Street
Wellington
Online:
via Computershare’s online
meeting platform:
https://meetnow.global/nz
When
Wednesday
26 October 2022
commencing at 10.30am
(New Zealand time)
Chorus Limited’s 2022 annual meeting of shareholders
will be held as a hybrid meeting (in-person and online).
Important dates
All times are given in New Zealand time unless otherwise specified.
24 October 2022, 10.30am
Latest time for receipt of Proxy Forms
24 October 2022, 5.00pm
Record date for voting entitlements for the Annual Meeting
26 October 2022, 10.30am
Annual Meeting
By order of the Board
Elaine Campbell
Chief Corporate Officer & General Counsel
20 September 2022
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 Mark Cross be re-elected as a Chorus director.
2. That Ms Sue Bailey be re-elected as a Chorus director.
3. That Mr Will Irving 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
You are encouraged to read this Notice (including the Explanatory
Notes and Procedural Notes) and the instructions on the Proxy/
Voting Form carefully.

Notice of Annual Meeting 2022
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, Mark Cross and Sue Bailey, who were last elected at
the 2019 Annual Meeting, are retiring from office at this year’s
Annual Meeting and offer themselves for re-election.
Mr Cross and Ms Bailey 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 Cross and Ms Bailey is an independent director.
In addition, Will Irving is proposed by the Board for appointment as
a Chorus director. The Board fully endorses Mr Irving’s appointment
and unanimously recommends that shareholders vote in favour of
his election. The Board has determined that Mr Irving 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.
Explanatory Notes
Mark Cross
BBS (Accounting & Finance), CA
Director since 1 November 2016
Independent
Mark is an experienced director with more than 20 years
of international experience in corporate finance and
investment banking.
Mark was chair of Milford Asset Management (retiring 1 July
2022) and is currently a board member and investment
committee chair of Accident Compensation Corporation
(ACC) and director of Xero. He is also a former director
of Z Energy, Genesis Energy and Argosy Property.
Mark is chair of our Audit and Risk Management
Committee.
The Board has appointed Mr Cross as the new Chair of
Chorus following Patrick Strange’s resignation. Subject to
Mark’s re-election at this year’s Annual Meeting, his
appointment as Chair takes effect from the end of the
Annual Meeting. In accordance with NZX guidelines,
once Mark becomes Chair, he will retire as chair of
the Audit and Risk Management Committee.
Will Irving
BCom LLB (Hons)

Independent
Will has more than 25 years of telecommunications
industry experience having held a range of senior roles in
the telecommunications industry in Australia ranging across
strategy, wholesale, small and medium business customer
sales and service and as a lawyer.
Currently, he is the Chief Strategy and Transformation
Officer at NBN Co Limited in Australia, the company
established to design, build and operate Australia’s
wholesale broadband access network.
Prior to this role, Will held wholesale and retail customer
sales and service roles as Interim CEO of Telstra InfraCo,
Group Executive of Telstra Wholesale and Group Managing
Director of Telstra Business. Prior to his commercial
management roles, Will was Group General Counsel
of Telstra and before that held a range of legal roles,
having commenced his legal career at what is now
King & Wood Mallesons.
If elected, Will will be appointed to our Audit and Risk
Management Committee.
Sue Bailey
Graduate Diploma in Marketing
(with Distinction) from RMIT University
Director since 31 October 2019
Independent
Sue has over 30 years experience in telecommunications,
across fixed telephony, mobile and broadband. She has worked
for Telstra, Virgin Mobile and most recently for Optus where
she was a member of the executive leadership team.
From 2010 to 2013, Sue was the CEO for Virgin Mobile
Australia, a fully owned subsidiary of Optus. Prior to that,
she was a Senior Vice President at Virgin Mobile USA where
her responsibilities included product marketing, customer
lifecycle management and analytics. Sue’s career began in
Telstra, where she held a range of marketing and product roles.
Sue is a director of CareFlight and a member of the Australian
Institute of Company Directors.
Sue is on our People, Performance and Culture Committee.

Notice of Annual Meeting 2022
Shareholders can attend the meeting either in person at Chorus’
Wellington offices, or virtually through the Computershare meeting
platform https://meetnow.global/nz.
To access the meeting virtually, 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 attending virtually 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, 24 October 2022.
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 Monday, 24 October
2022) 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 either;
In-person: If you wish you can attend the Annual Meeting and
vote. Voting will be by way of poll. You must bring the Proxy/
Voting form with you to vote.
Online at: https://meetnow.global/nz
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
Monday 24 October 2022. 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 24 October 2022, your
shareholding is different from that shown on the Proxy/Voting
Form, it will be updated by Chorus’ share registry, Computershare
Investor Services Limited.
Procedural NotesAttending the Annual
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
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.
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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HYBRID MEETING
All shareholders will have the opportunity to attend and participate in the 2022 Annual Meeting either in person at Chorus’ Wellington
offices (Aon Centre, Level 10, 1 Willis Street, Wellington) or online 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 2022
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
For any assistance with the process, please contact Computershare on
+64 9 488 8777 between 8.30am-5.00pm Monday to Friday.
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 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. 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 (unless specifically prohibited from voting on a particular resolution).
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
T
he 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.
I
f, in appointing a proxy, you have inadvertently not named someone to be your
proxy, or your named proxy does not attend the 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 online, please read the enclosed Virtual
M
eeting Guide prior to the meeting. You can participate in the meeting virtually
through the web platform https://meetnow.gl
obal/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.
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) Monday, 24 October 2022.
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 do not mark a box your proxy may vote as they choose. 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 (unless specifically prohibited from voting on a
particular resolution).
Resolutions
Item 1
That Mark Cross be re-elected as a Chorus director.
Item 2
That Sue Bailey be re-elected as a Chorus director.
Item 3
That Will Irving 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 in person at Chorus’ Wellington office and online at https://meetnow.global/nz on Wednesday, 26 October 2022 at 10:30am (New Zealand time) and at any
adjournment of that meeting.
ATTENDANCE SLIP
Annual Meeting of shareholders to be held
in person at Chorus’ Wellington office and online
at https://meetnow.global/nz on
Wednesday, 26 October 2022 at 10:30am
(New Zealand time).
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.