2022 Notice of Annual meeting and Proxy form

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COVID-19 Implications
10.00am, Friday 4 November 2022
ANNUAL MEETING
NOTICE OF

2022
On behalf of the Board of directors I am pleased
to invite you to the 2022 Annual Meeting of
Spark New Zealand Limited (“Spark”), which will be
held at Spark City Conference Centre, Level 2,
167 Victoria Street West, Auckland at 10.00am
on Friday 4 November 2022 (New Zealand time).
After holding our annual meetings virtually for the last
two years due to COVID-19, we are pleased to return
to a hybrid meeting this year offering our shareholders
the opportunity to attend the meeting in person if they
so choose. Health and safety is a top priority for Spark,
and we will continue to monitor the situation as it relates
to COVID-19 and will adapt accordingly if required.
The Board and I very much appreciate shareholders’
support and understanding as we continue to navigate
a dynamic environment while ensuring that we are
keeping our shareholders and Spark people safe.
Shareholders are also able to attend the Annual
Meeting online via the Virtual Annual Meeting portal
at virtualmeeting.co.nz/spark2022 or by telephone
from New Zealand by dialling 0800 449 170 or from
Australia by dialling 1800 896 574. Please read the
procedural notes for further detail.
Letter from
the Chair
6 October 2022
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 remuneration: That the directors of Spark are
authorised to fix the auditor’s remuneration for the ensuing year.
2. Re-election of Mr Gordon MacLeod: That Mr Gordon
MacLeod (appointed as a director of Spark by the Board with
effect from 1 August 2022) who retires and is eligible for re-
election, is re-elected as a director of Spark.
3. Re-election of Ms Sheridan Broadbent: That Ms Sheridan
Broadbent (appointed as a director of Spark by the Board
with effect from 1 August 2022) who retires and is eligible for
re-election, is re-elected as a director of Spark.
4. Re-election of Mr Warwick Bray: That Mr Warwick Bray, who
retires by rotation and is eligible for re-election,
is re-elected as a director of Spark.
5. Re-election of Ms Justine Smyth: That Ms Justine Smyth, who
retires by rotation and is eligible for re-election,
is re-elected as a director of Spark.
6. Re-election of Ms Jolie Hodson: That Ms Jolie Hodson, who
retires by rotation and is eligible for re-election,
is re-elected as a director of Spark.
Resolutions 1 to 6 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.
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
6 October 2022
Health and safety is a top priority for Spark. If you are unwell or
experiencing any flu like symptoms, we respectfully ask you utilise
the virtual and telephone attendance options provided and do not
attend the physical meeting to protect the safety of others.
Spark continues to monitor the dynamic situation in New Zealand
closely with regard to COVID-19. As a result, Spark may, in its sole
discretion, elect to hold the Annual Meeting as a virtual only meeting
if Spark considers there are potential risks to the health of meeting
attendees or if an in-person meeting is prohibited by law.
In such circumstances, Spark will provide shareholders with as much
notice as is reasonably practicable by way of an announcement to the
NZX and ASX and on Spark’s website at investors.sparknz.co.nz.

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Explanatory Notes
Resolution 2:
Rotation and re-election of
Mr Gordon MacLeod
Under NZX Listing Rule 2.7.1 a Director
appointed by the Board must not hold
office (without re-election) past the next
annual meeting following the Director’s
appointment. Mr Gordon MacLeod has
been appointed as a non-executive director
with effect from 1 August 2022. Mr Gordon
MacLeod accordingly retires and offers
himself for re-election at the 2022 Annual
Meeting. Mr Gordon MacLeod is considered
by the Board to be independent.
Term of Office:
Appointed with effect from 1 August 2022.
Board Committees:
Member of the Audit and Risk Management
Committee and member of the Nominations
and Corporate Governance Committee
Biography:
Gordon joined the Board in August 2022. He
is a highly credentialed business leader, who
held a range of senior executive roles over a
15-year tenure at Ryman Healthcare Group,
where he most recently served as CEO. Prior
to this Gordon was a Corporate Finance and
Advisory Partner with PWC and was also
the Finance Director of a Hi-Tech UK listed
company based on the Cambridge Science
Park in England. Gordon is an independent
Director of NZX listed Delegat Group and is
also a trustee of Breast Cancer Foundation
NZ. He holds a Bachelor of Commerce from
the University of Canterbury, is a Chartered
Accountant Fellow, and a Member of the
Institute of Directors.
Resolution 1:
Fixing the remuneration
of the auditor, Deloitte
Pursuant to section 207T of the Companies
Act 1993, Deloitte is automatically
reappointed at the Annual Meeting as
auditor of Spark. The proposed resolution
is to authorise the directors under section
207S of the Companies Act 1993 to fix the
remuneration of the auditor, Deloitte for the
ensuing year.
Deloitte was first appointed as auditor
in 2020.
Mr Jason Stachurski was the lead audit
partner for the financial year ending
30 June 2022.
In August 2022 the Audit and Risk
Management Committee assessed and
confirmed the independence of Deloitte
after consideration of the External Audit
Independence Policy criteria.
Resolution 3:
Rotation and re-election of
Ms Sheridan Broadbent
Under NZX Listing Rule 2.7.1 a Director
appointed by the Board must not hold
office (without re-election) past the next
annual meeting following the Director’s
appointment. Ms Sheridan Broadbent
has been appointed as a non-executive
director with effect from 1 August 2022.
Ms Sheridan Broadbent accordingly
retires and offers herself for re-election at
the 2022 Annual Meeting. Ms Sheridan
Broadbent is considered by the Board to
be independent.
Term of Office:
Appointed with effect from 1 August 2022.
Board Committees:
Member of the Human Resources and
Compensation Committee and member
of the Nominations and Corporate
Governance Committee
Biography:
Sheridan joined the Board in August
2022 with an executive and governance
career spanning telecommunications,
ICT, infrastructure, and energy. Her
governance experience includes her role
as Independent Director for Manawa
Energy, Cloudsource Holding (Safer Me),
Chair-elect of Pipeline and Civil Group,
and member of the Government’s Cyber
Security Advisory Committee. Previous
governance experience includes her
roles as Chair of Kordia and Director of
Transpower. Sheridan holds a Bachelor of
Commerce from the University of Auckland,
is a Chartered Member of the Institute of
Directors, and is a graduate member of the
Australian Institute of Company Directors.

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Resolution 5:
Re-election of
Ms Justine Smyth, CNZM
Non-executive director Ms Justine Smyth
retires by rotation pursuant to NZX Listing
Rule 2.7.1 and offers herself for re-election.
Ms Justine Smyth is considered by the
Board to be independent.
Term of Office:
Appointed 1 December 2011 and last
re-elected at the 2019 Annual Meeting.
Board Committees:
Member of the Human Resources and
Compensation Committee and member
of the Nominations and Corporate
Governance Committee
Biography:
Justine joined the Board in December
2011 and became Chair in 2017. She
has extensive experience in governance,
mergers and acquisitions, taxation, and the
financial performance of large corporate
enterprises as well as small and medium
enterprises (SMEs). Her background is
in finance and business management,
having been a Partner with Deloitte and
Group Finance Director at Lion Nathan.
Justine is currently Chair of The Breast
Cancer Foundation New Zealand and a
former director of Auckland International
Airport Limited. Justine has a Bachelor of
Commerce from the University of Auckland
and is a Fellow of Chartered Accountants of
Australia and New Zealand and a Chartered
Fellow of the Institute of Directors. In 2020
Justine was appointed a Companion of the
New Zealand Order of Merit for services to
governance and women.
Resolution 4:
Re-election of
Mr Warwick Bray
Non-executive director Mr Warwick Bray
retires by rotation pursuant to NZX Listing
Rule 2.7.1 and offers himself for re-election.
Mr Warwick Bray is considered by the Board
to be independent.
Term of Office:
Appointed 23 September 2019 and last
re-elected at the 2019 Annual Meeting.
Board Committees:
Member of the Audit and Risk Management
Committee and member of the Nominations
and Corporate Governance Committee
Biography:
Warwick joined the Board in September
2019. He brings global experience in
the international telecommunications,
technology and media sectors, most
recently in senior executive roles at Telstra
where his executive roles comprised Chief
Financial Officer, Group Managing Director
Product, Executive Director Mobile and
Head of Corporate Strategy. Prior to Telstra,
roles included Managing Director at JP
Morgan (London) in telecommunications
equity research and Partner at McKinsey
& Company (London), advising
telecommunications companies. Warwick
has served on the GSMA strategy committee,
the boards of Hong Kong mobile business
CSL and Australian pay TV operator Foxtel
and as Chairman of the Australian Mobile
Telecommunications Association. He holds a
Bachelor of Science (Hons) and a Masters in
Business Administration from the University
of Melbourne.
Resolution 6:
Re-election of
Ms Jolie Hodson
Executive director Ms Jolie Hodson retires
by rotation pursuant to NZX Listing Rule
2.7.1 and offers herself for re-election. Ms
Jolie Hodson is considered by the Board
not to be independent.
Term of Office:
Appointed 23 September 2019 and last
re-elected at the 2019 Annual Meeting.
Board Committees:
Member of the Nominations and Corporate
Governance Committee
Biography:
Jolie became Chief Executive Officer
on 1 July 2019 and joined the Board in
September 2019. As Chief Executive
Officer Jolie is responsible for ensuring
Spark has a sound strategy and applies her
leadership to delivering on that strategy,
while building a leadership team around
her and a business that is able to adapt to
the fast-changing world of digital services.
Jolie joined Spark in 2013 as CFO and
held the roles of CEO Spark Digital and
Customer Director before being appointed
CEO on 1 July 2019. Since joining the
company, Jolie has played a pivotal role
in transforming Spark from a legacy telco
to a growing digital services company.
Prior to joining Spark Jolie worked for 20
years in a range of senior roles for the Lion
Group and Deloitte. She has a Bachelor of
Commerce from the University of Auckland
and is a Fellow of Chartered Accountants of
Australia and New Zealand.

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Attending in Person
If you wish to vote in person, you should attend the Annual Meeting where
you will be issued with a voting card. Please bring your proxy form with you
to the meeting (enclosed with this notice) to assist with your registration.
Online Participation
Shareholders may also attend the Annual Meeting virtually via an online
portal, where they can watch the Annual Meeting, vote and ask questions
during the Annual Meeting. Shareholders attending virtually will require
their Holder Number for verification purposes. Shareholders attending
virtually will be able to ask questions during the Annual Meeting via the
‘Ask a Question’ functionality or via telephone. Spark’s virtual Annual
Meeting portal can be found at virtualmeeting.co.nz/spark2022. If you
require any help using the online portal prior to our 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 449 170 or from Australia please dial 1800 896 574.
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 the meeting in person or
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/spark2022.
Voting Entitlements
Only shareholders whose names are registered on the Spark share
register at 5.00 pm on Wednesday 2 November 2022 (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.
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.
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 all of the resolutions 1-6.
If, in appointing your proxy, you do not name a person as your proxy
(either online or on your proxy form), or your proxy does not attend
Procedural Notes
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 or mail
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 via mail or email no later than 10am on Wednesday 2
November 2022 (New Zealand time).
Shareholder Questions
We want to make it as easy as possible for shareholders to ask questions
at the Annual Meeting. Shareholders present at the Annual Meeting or
attending virtually via the online portal or by telephone will have the
opportunity to ask questions during the Annual Meeting.
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 “Questions”.
Shareholder questions will need to be submitted by 5.00 pm Friday 28
October 2022 (New Zealand Time).
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 shareholder 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 449 170 or from Australia please dial 1800 896 574.
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/spark2022.
Venue & Parking
Spark’s Annual Meeting will be held at:
Spark City Conference Centre, Level 2, 167 Victoria Street West,
Auckland, New Zealand
For parking options go to:
at.govt.nz/driving-parking/find-parking/parking-in-central-auckland/
For public transport options go to at.govt.nz/bus-train-ferry
This year shareholders may attend the Annual Meeting either in person or virtually via an online portal or by telephone.

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The Annual Meeting of Spark New Zealand Limited (“Spark”) will be held in the Spark City Conference Centre, Level 2, 167 Victoria Street
West, Auckland at 10am on Friday 4 November 2022 (New Zealand time).
Shareholders can attend the Annual Meeting online via the Virtual Meeting portal at virtualmeeting.co.nz/spark2022. Alternatively,
shareholders can attend by telephone from New Zealand by dialling 0800 449 170 or from Australia by dialling 1800 896 574. 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 the Proxy Form. Please dial-in at least 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 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 10am on Wednesday 2 November 2022 (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 the Annual Meeting in person,
participate by telephone or online via the Virtual 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), 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 6). 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 6
and all shareholders will vote together as one class.
Signing instructions for Proxy Forms
Individual
Where the holding is in one name, the security holder must sign.
Joint holding
Where the holding is in more than one name, either of the joint
shareholders (or the 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 in person, you should attend the Annual Meeting.
Please bring this Proxy Form with you to the Annual Meeting to assist
with your registration.
A corporation may appoint a person to attend the Annual Meeting
as its representative in the same manner as that in which it could
appoint a proxy.
Go online to vote.linkmarketservices.com/SPK to appoint and give
directions to your proxy or turn over to complete the form.
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 449 170)
SPA6617
Spark New Zealand Limited, ARBN 050 611 277
Proxy Form for the 2022 Annual Meeting
Proxy Form 2022
Online
vote.linkmarketservices.com/SPK
Scan & Email
meetings@linkmarketservices.co.nz
Mail
Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand

Step 3: Shareholder Questions
Shareholders present at the Annual Meeting (either in person or by telephone or online via the Virtual Meeting portal) will have the opportunity
to ask questions during the Annual Meeting. If you cannot attend the Annual Meeting and choose not to participate by telephone or online via
the Virtual Meeting portal 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 5pm on Friday 28 October 2022 (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 in the Spark City Conference Centre, Level 2, 167 Victoria Street West, Auckland at 10am on Friday 4 November
2022 (New Zealand time), and, simultaneously, to be held virtually via telephone and the Virtual Meeting portal 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 the directors of Spark are authorised to fix the auditor’s remuneration.
Item 2That Mr Gordon MacLeod is re-elected as a director of Spark.
Item 3That Ms Sheridan Broadbent is re-elected as a director of Spark.
Item 4That Mr Warwick Bray is re-elected as a director of Spark.
Item 5That Ms Justine Smyth is re-elected as a director of Spark.
Item 6That Ms Jolie Hodson 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 security holder(s) This section must be completed.
Security holder 1 Security holder 2 Security holder 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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