Chorus Limited/Announcement
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Chorus FY23 results, annual report & sustainability report

Full Year Results20 August 2023CNUCommunication 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 August 2023


Chorus 2023 full year results, annual report & sustainability report


The following are attached in relation to Chorus’ FY23 full year results:

1. Media Release

2. Investor Presentation

3. Annual Report (including audited financial statements)

4. NZX Financial Results Announcement

5. NZX Distribution Notice

6. Sustainability Report

7. Letter to investors


Chief Executive Officer JB Rousselot, and Chief Financial Officer Mark Aue, will discuss

the FY23 full year results by webcast at 10.00am New Zealand time today. The

webcast will be available at www.chorus.co.nz/webcast.


Authorised by:


Mark Aue

Chief Financial Officer


ENDS


For further information:


Brett Jackson

Investor Relations Manager

Phone: +64 4 896 4039

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

---

21 August 2023

Chorus delivers solid full-year result as Kiwis continue to favour fibre broadband

Highlights

• Fibre uptake: 73% in UFB areas, with UFB fibre rollout now complete

• Fibre growth: added 72,000 fibre connections in FY23, totalling 1,031,000

• Fibre plans: 91% of residential and business connections above 300Mbps

• Revenue: grew to $980m from $965m in FY22

• EBIT: down to $226m from $248m in FY22

• Net profit: down to $25m from $64m in FY22

• Dividend: 42.5 cents per share, unimputed for FY23

In FY23, Chorus demonstrated resilience as an essential utility provider amidst economic volatility,

inflation, and uncertainty. As recent weather events have shown, Kiwi homes and businesses

increasingly rely on fast, reliable broadband connections to live, learn, work and play.

Financial overview

Increased fibre connections, the uptake of high-speed plans and inflation-linked price changes saw

underlying revenue grow to $981m from $959m in FY22.

Despite inflationary pressures, underlying operating expenses remained stable at $299m. The

operating results led to an underlying FY23 EBITDA of $682m, a $22m increase from the FY22 EBITDA

of $660m.

Reported EBITDA was $672m, including $10m in one-off costs for extreme weather events and

changes to Chorus’ operating model. Net profit after tax (NPAT) was $25m, down from $64m in

FY22.

Continuing growth in data usage

In July, residential and business fibre customers on the Chorus network used an average of 595GB of

data. Average data usage is near where it peaked during the Auckland Covid-19 lockdown in

September 2021. Forty-five per cent of all traffic on Chorus’ network is streaming video.

Chorus CEO JB Rousselot commented: “There is an apparent pent-up demand for 4K content with

nearly a third of households in New Zealand having a main TV that is 4K capable.

“While 4K content offerings in New Zealand lag other markets, especially in live sports, we expect to

see a significant impact on broadband network capacity as these higher resolution streams become

available.”



Transition to an all-fibre digital infrastructure company

With the ultra-fast broadband rollout finished and the new regulatory regime for fibre established,

Chorus is transitioning to focus more on operating the network. “Customers value fibre above other

technologies as it offers fast, reliable, and resilient service,” said Rousselot.

“Where the long-term value of the connection justifies the cost, we’re willing to invest in connecting

more addresses or locations to fibre, and our new operating model aligns with this strategy.

“This willingness to invest is demonstrated by our upgrading our existing fibre footprint to

Hyperfibre multi-gigabit capability and increasing metro data capacity fourfold to ensure New

Zealanders continue to have access to world-class digital infrastructure.”

Fibre connections on Chorus’ network grew to 1,031,000 in existing ultra-fast broadband areas and

competitively won new property developments. Chorus CEO JB Rousselot commented, “We strongly

believe fibre remains the most effective technology choice for most New Zealanders.

“I’m particularly pleased to see our entry-level fibre plan, Home Fibre Starter, growing strongly with

16,000 connections. It is a plan aimed at price-conscious customers with lighter broadband needs.”

Ninety-one per cent of residential and business plans are on speeds of 300Mbps or above.

Call for more transparent consumer choices

Data consumption trends continue to reinforce the competitive positioning and the future-proof

nature of fibre compared to other technologies.

“It is disappointing to see some retailers not offering all our products to their customers, especially

the low-cost Home Fibre Starter service or our multi-gigabit Hyperfibre range,” said Rousselot.

“It is often too hard for consumers to find our full range of fibre products, which is unfair as

ultimately there is no such thing as 'fibre-like'. Either you're on fibre, or you're not.”

Copper retirement

The migration to fibre saw Chorus’ copper broadband and voice connections reduce by about a

third, or 104,000. About 240,000 copper connections remain. With copper nearing the end of its

technological life New Zealanders without access to fibre will need to consider alternative

technologies.

“With the ongoing shift to fibre and the rise of alternative wireless and satellite broadband options

in rural areas, we’re now on a clear path toward the full retirement of the copper network in New

Zealand,” said Rousselot.

“By the end of 2026, we aim to have fully withdrawn copper voice and broadband services in our

fibre areas, paving the way for a more reliable digital experience.

“Copper is increasingly unsuited to customers’ growing broadband needs. We believe fibre could

and should extend further to help bridge the digital divide between urban and rural communities.

We're currently exploring extending fibre to 10,000 premises beyond UFB areas and considering how

Chorus might play a part in a wider extension with the right investment incentives.”



Tracking towards sustainability targets

Chorus is committed to making a positive impact on the environment and society. In FY23, the

company achieved a 5% reduction in electricity usage, attributed mainly to our copper withdrawal

programme, which saw the retirement of a further 414 broadband cabinets in FY23. Chorus’ Scope 1

and 2 emissions fell by 24% from the year before.

“It was another record year for total data traffic on our network at 7,402 petabytes, up from 7,140

petabytes. Despite this growth, fibre’s efficiency means we can carry more data with less emissions.

We’re also exploring renewable energy sources for the network and plan a solar photovoltaics trial

on exchange buildings.

“While pleased with our progress, we acknowledge that we are in the early stages of our

environmental and social impact journey. We have set ambitious targets for 2030, and although

we’ve made strides this year, we recognise that there is much more for us to do in the ongoing

pursuit of our sustainability targets,” said Rousselot.

Dividend

Chorus will pay a final dividend of 25.5 cents per share, unimputed, on 10 October 2023, bringing

total dividends for FY23 to 42.5 cents per share.

FY24 guidance

FY24 guidance is subject to no material changes in regulatory or competitive outlook.

• EBITDA: $680—$700 million

• Capital expenditure: $400—$440 million

• FY24 dividend: 47.5 cents per share, unimputed

ENDS

Chorus Chief Executive JB Rousselot and Chief Financial Officer Mark Aue will discuss the full-year

results from 10.00 am today, NZST, at www.chorus.co.nz/webcast

For further information:

Steve Pettigrew

External Communications Manager

+64 27 258 6257

steve.pettigrew@chorus.co.nz

Brett Jackson

Investor Relations Manager

+64 27 488 7808

brett.jackson@chorus.co.nz

---

FY23 RESULTS
21 August 2023

21 August 2023
Disclaimer

This presentation:

• Is provided for general information purposes and does not constitute investment advice or an offer of or invitation to purchase Chorus

securities.

• Includes forward-looking statements. These statements are not guarantees or predictions of future performance. They involve known

and unknown risks, uncertainties and other factors, many of which are beyond Chorus’ control, and which may cause actual resultsto

differ materially from those contained in this presentation.

• Includes statements relating to past performance which should not be regarded as reliable indicators of future performance.

• Is current at the date of this presentation, unless otherwise stated. Except as required by law or the NZX Main Board and ASX listing

rules, Chorus is not under any obligation to update this presentation, whether as a result of new information, future events or otherwise.

• Should be read in conjunction with Chorus’ audited consolidated financial statements for the year to 30 June 2023 and NZX and ASX

market releases.

• Includes non-GAAP financial measures such as "EBITDA”. These measures do not have a standardised meaning prescribed by GAAP and

therefore may not be comparable to similar financial information presented by other entities. They should not be used in substitution for,

or isolation of, Chorus' audited consolidated financial statements. We monitor EBITDA as a key performance indicator and we believe it

assists investors in assessing the performance of the core operations of our business.

• Has been prepared with due care and attention. However, Chorus and its directors and employees accept no liability for any errors or

omissions.

• Contains information from third parties Chorus believes reliable. However, no representations or warranties (express or implied) are

made as to the accuracy or completeness of such information.

FY23 RESULTS

2

Agenda
>FY23 overview4

>Fibre uptake and connection trends5-8

>Financial results9-13

>Capex14-15

>FY24 guidance, capital management 16-19

>Regulatory recap20

>NZ runs on fibre 21-23

>Operating model & strategic priorities24-27

>Sustainability in FY2328

Appendices

▪A: Pricing and market data30-32

▪B: Sustainability33

▪C: Additional financial information34-37

▪D: Additional regulatory information38-40

21 August 2023

JB Rousselot, CEO

Mark Aue, CFO

JB Rousselot, CEO

FY23 RESULTS

3

21 August 2023
FY23 overview

FY23 RESULTS

1. Earnings before interest, income tax, depreciation and amortisation (EBITDA) is a non-GAAP profit measure without a standardised meaning for comparison between

companies. We monitor EBITDA as a key performance indicator and we believe it assists investors in assessing the performance of the core operations of our business.

4

FY23FY22

Fibre

connections

1,031,000959,000

Broadband

connections

1,188,0001,189,000

Fixed line

connections

1,271,0001,304,000

Data traffic

(petabytes)

7,402 7,140

Employee

engagement

8.7/108.5/10

>73% uptake within completed UFB footprint
▪UFB1 77% (+3%)

▪UFB2 56.5% (+6.5%)

▪985,000connections (FY22: 919,000)*

*includes business premium and partly subsidised education connections

>10% of fibre connection growth outside Chorus UFB zone

39,000

26,000

7,000

Connection growth +72k

Chorus UFB1Chorus UFB2Non-UFB/LFC

Solid lift in fibre uptake despite workforce constraints

Uptake

21 August 20235

FY23 RESULTS

3

8

14

24

35

45

53

60

69

74

77

0

10

34

42

50

56.5

UFB1UFB2

21 August 2023
Continued broadband growth in our UFB zone

* Excludes ~2k partly subsidised education connections and 11k fibre premium and data services (copper) connections

7

6

3

6

4

-5

-4

-2

-2

-3

-2

-2

-3

-3

-2

-6

-2

-6

-6

-8

-1

-2

-2

-1

-2

-1

-1

-2

-1

-2

-10-50510

Q4 FY23

Q3 FY23

Q2 FY23

Q1 FY23

Q4 FY22

Q4 FY23

Q3 FY23

Q2 FY23

Q1 FY23

Q4 FY22

Q4 FY23

Q3 FY23

Q2 FY23

Q1 FY23

Q4 FY22

Broadband connections

Copper (no broadband) connections

Quarterly change (’000s) by zone*

Other fibre

company (LFC)

zone

Broadband connections25,000Local Fibre Company and fixed wireless provider

activity is driving a gradual decline in copper

connections.

Copper line (no broadband)14,000

TOTAL39,000

Non-UFB zoneBroadband connections129,000Ongoing decline in copper connections due to

mobile/fixed wireless/satellite footprint

expansion. Partly offset by fibre connections

growth for greenfield developments.

Copper line (no broadband)23,000

TOTAL152,000

Chorus UFB zoneBroadband connections1,034,000Chorus copper withdrawal programme resumed

after a pause in Q3 following Cyclone Gabrielle.

Increase in technician workforce enabled a

resumption of proactive fibre migration activity.

Copper line (no broadband)35,000

TOTAL1,069,000

6

FY23 RESULTS

Data is indicative as at 30 June

21 August 2023
FY23 RESULTS

>92kfibre installations (FY22: 117k)

▪at lower end of 90k to 110k guidance due to

technician shortages

▪workforce constraints removed by end FY23

>Managed migration programme

▪contributed 35k of the 92k installations

▪copper withdrawal drove activation of 19k

managed installation addresses

▪17k activations from offnet addresses

Workforce back to sustainable level

7

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

FY19FY20FY21FY22FY23

Managed migration: installations vs activations

Service activation: from copper

Service activation: from offnet

Fibre installations

Customer

experience

FY23FY22

Fault restoration7.8 out of 10

(target 8.2)

8.2 out of 10

Intact provisioning7.3 out of 10

(target 7.6)

7.3 out of 10

>1Gbps and Hyperfibreconnections were 39% of residential connections growth in FY23
>300Mbps plans were 50% of residential connections growth

>91% of residential and business connections are on plans of 300Mbps and above

21 August 2023

More residential consumers opting for 1 Gig plans

0

20,000

40,000

60,000

80,000

100,000

120,000

June 2022June 2023

Business

2Gbps+1Gbps500Mbps300Mbps200Mbps100Mbps<100MbpsVoice

0

100,000

200,000

300,000

400,000

500,000

600,000

700,000

800,000

900,000

1,000,000

June 2022June 2023

Residential

2Gbps+1Gbps300Mbps100Mbps<100MbpsVoice

8

FY23 RESULTS

23%

24%

68%

67%

34%

26%

28%

43%

28%

20%

FY23 RESULTS
Financial performance

Mark Aue, Chief Financial Officer

21 August 2023

Income statement
21 August 2023

>weighted effective interest rate on debt increased from

3.77% to 5.4% (includes accounting adjustments)

FY23 RESULTS

FY23

$m

FY22

$m

Operating revenue980965

Operating expenses(308)(290)

Earnings before interest, tax,

depreciation and amortisation

(EBITDA)

672675

Depreciation and amortisation(446)(427)

Earnings before interest and income tax226248

Net interest expense(195)(142)

Net earnings before income tax31106

Income tax expense(6)(42)

Net earnings2564

>underlying FY23 EBITDA of $682m vs underlying FY22

EBITDA of $660m (see slide 13)

>$15m of additional accelerated copper cable depreciation in

fibre areas

10

>one-off $10m accounting adjustment for useful life of

buildings

>$9m of extreme weather and operating model change costs

>$1m of consumer credits for extreme weather

FY23
$m

FY22

$m

Fibre broadband (GPON)622548

Fibre premium (P2P)6866

Copper based broadband117153

Copper based voice3952

Data services copper46

Field services7071

Value added network

services

2627

Infrastructure3130

Other312

Total980965

21 August 2023

▪copper revenues declining as customers migrate to Chorus fibre or

competing fibre/wireless networks

▪CPI increase of 7.2% applied to some services from mid-December

>growing fibre uptake and ARPU: $53.25 (June FY23) vs $50.67 (June FY22)

Revenue

FY23 RESULTS

>FY22 included $6m property optimisation and $3m legal settlement

>greenfieldsrevenue $33m (FY22: $29m); partly offset by reduced

roadworks $8m (FY22: $10m)

11

>growing demand for direct fibre, mobile access and other backhaul

>CPI impact and increased employee numbers; FY22 included $9m holiday
pay benefit and $2m COVID impact of reduced labour capitalisation

>reduced fault volumes offset by $3m of extreme weather costs, CPI impact

and more expensive fault mix

FY23

$m

FY22

$m

Labour 7664

Network maintenance6059

IT4250

Other network costs3729

Rent, rates and property

maintenance

2628

Electricity1917

Provisioning11

Insurance54

Consultants98

Regulatory levies99

Other2421

Total308290

21 August 2023

Expenses

FY23 RESULTS

>savings from migration off legacy systems and release of $2m software

provision

>$1m extreme weather costs; FY22 included one-off costs for office relocation

and rationalisation

12

>$3m extreme weather costs; $3m network and property optimisation costs

>advertising spend up $2m with increased activity post-COVID

21 August 2023
FY23 RESULTS

13

Underlying EBITDA & asset revaluation

AdjustmentFY23

adjusted

$m

AdjustmentFY22

adjusted

$m

Reported operating revenue

Underlying operating revenue

▪Extreme weather credit

980

__1

981

▪Lease change

▪Legal settlement

965

(3)

_(3)

959

Reported operating expenditure

Underlying operating expenditure

▪Extreme weather costs

▪Operating model change

308

(6)

(3)

299

▪Holiday pay provision

290

9

299

UNDERLYING EBITDA682660

Reported EBITDA672675

Asset revaluation: Land & buildings

>Land & buildings assets increased by $282 million following adoption of revaluation policy

▪valuation increase from $75m to $357m

▪net effect on annual depreciation expected to be ~$1m per annum

21 August 2023
Gross capex: $454 million (FY22 $492m)

Sustaining capex of $207m (FY22: $161m) see p35 for summary

>new property development $68m; Fiordland fibre

backhaul $6m (largely grant funded)

>fibre incentive spend varies subject to connection volumes

and retailer activity

>92,000 installations (FY22: 117,000); $32m backbone;

$51m layer 2

FY23 RESULTS

FibrecapexFY23

$m

FY22

$m

UFB communal577

Fibre installations & layer 2193195

Fibre products & systems1012

Other fibre& growth10579

Fibre sustain1213

Customer retention costs3027

Subtotal355403

▪Average cost per UFB premises installation: $1,067 vs $1,000 -$1,115 guidance*

*excludes layer 2 and includes standard installations, some non-standard single dwellings and service desk costs

14

>UFB rollout ended Dec 2022

21 August 2023
Capex: Copper and Common

FY23 RESULTS

CoppercapexFY23

$m

FY22

$m

Network sustain2727

Copperconnections11

Copper layer213

Customer retention costs47

Subtotal3338

CommoncapexFY23

$m

FY22

$m

Informationtechnology4432

Building& engineering services2219

Subtotal6651

>IT lifecycle projects and investment to support exit

from legacy systems

>FY23 included ~$7mrural cabinet upgrade project

(largely grant funded)

>building projects resumed after COVID delays; FY22

included office relocation costs

15

>reducing with stop sell now in place in fibre areas

180
161

207

492

331

247

$400m to

$440m

0

100

200

300

400

500

600

700

FY21FY22FY23FY24

Sustaining

Discretionary growth

>EBITDA: $680m to $700m

▪subject to no material changes in circumstances or outlook

▪objective of modest EBITDA growth

▪expect costs to be ~$10m higher given deferral of some costs into FY24,

CPI increases, additional regulatory and compliance costs, and operating

model changes due in Q2

>GROSS CAPEX: $400m to $440m

▪Copper$25m to $35m

▪Common$55m to $75m

▪Fibre$320m to $340m: includes $180m-$190m fibre installations &

layer 2 capex: based on mass market 80,000 –100,000 fibre connections

(cost per installation: $1,100 -$1,250*), and 1,500 –2,500 backbone

builds

Note: ranges are not necessarily additive

▪FY24 sustaining capexlifts to $220m-$240mwith CPI effects, catch-

up on property projects delayed by COVID, equipment upgrades to enable

Hyperfibre, increased transport spend to support greater capacity and

rural layer 2 lifecycle replacement.

21 August 2023

FY24 guidance

FY23 RESULTS

16

*excluding layer 2 and including standard installations and some non-standard single

dwellings and service desk costs

$m

Capital expenditure components

**Sustaining network capex is investment to

maintain, replace or improve an existing copper or

fibre asset.

21 August 2023
Net debt/EBITDA

As at30 June 2023 ($m)

Borrowings2,561

+ PV of CIP debt securities

(senior)

279

+ Net leases payable181

Sub total3,021

-Cash76

Total net debt2,945

Net debt/EBITDA*4.39x

>~65% of CNU interest rate exposure was fixed at

30June

▪expect to be~70% fixed over next 3 years with net ~$750m

forward start fixed interest rate swapsstarting in first half of

FY24

▪see slide 37 in Appendix for summary of bond rates

*Based on S&P and bank covenant methodologies

FY23 RESULTS

17

>ND/EBITDA increased from 4.08x(FY22) to 4.39x

▪borrowings increased from $2,389 million (FY22)

▪ratings agency thresholds: Moody’s 5.25x, S&P 5.0x

▪the Board considers that a ‘BBB’ credit rating or equivalent is

appropriate for a company such as Chorus

▪intention that in normal circumstances the ratio of net debt to

EBITDA will not materially exceed 4.75x

▪financial covenants require senior debt ratio to be no greater

than 5.5x

0

1

2

3

4

5

6

0

500

1000

1500

2000

2500

3000

FY18FY19FY20FY21FY22FY23

Average effective interest rate*

EoY Net DebtWeighted average interest rate

%

$m

* includes all interest on borrowings, bank commitment fees and non-cash

accounting adjustments related to financing

18
>At 30 June, debt of $2,561mcomprised:

▪Long term bank facilities of $450m(Undrawn)

▪NZ bonds: $900m

▪Euro Medium Term Notes $1,661m(NZ$ equivalent at hedged rates)

NZ

$M

200

500

200

328

514

820

85

105

167

210

0

100

200

300

400

500

600

700

800

900

NZ BondEUR EMTNFace value of CIP debt securities issued

Crown financing and debt profile

21 August 2023

FY23 RESULTS

Crown

securities

$m

30

June

2025

30

June

2030

30

June

2033

30

June

2036TOTAL

Equity securities

(cumulative total)

85.3197.1377.7766.4766.4

Debt securities

(maturity profile)

85.3104.7166.7210.2566.9

Crown equity securities

▪unique class of security with no voting rights but a repayment

preference on liquidation

▪an increasing portion attract dividend payments from 30 June 2025

onwards based on 180 day NZ bank bill rate, plus 6% p.a. margin

▪redeemable by cash payment of total issue price or the issue of Chorus

shares (at a 5% discount to the 20-day VWAP for Chorus shares)

Crown debt securities

•unsecured, non-interest bearing and carry no voting rights

•to be redeemed in tranches from 30 June 2025 to 2036 by repaying

the issue price to the holder

18

>FY23 final dividend
▪25.5cps, unimputed

•record date: 12September2023

•payment date: 10October2023

•no Dividend Reinvestment Plan available

21 August 2023

>FY24dividend guidance*

▪47.5cps in FY24

▪dividends unimputed in medium term

>~$139m of $150m share buyback complete

▪17.5m shares purchased since February 2022

▪435 million shares on issue at 30 June

Dividend and share buyback

FY23 RESULTS

cps

* subject to no material adverse changes in circumstances or outlook

Dividend guidance

19

Chorus’ policy is to pay an ordinary dividend of 60% to

80% of free cash flow (i.e. net cash flow from operating

activities lesssustaining capital expenditure)

0

5

10

15

20

25

30

35

40

45

50

FY22FY23FY24

FY22 increase to prior guidance

21 August 2023
FY23 RESULTS

Regulatory recap

20

>Information Disclosure in May 2023:

▪RAB grew to $5,710min 2022 (calendar)

▪MAR 2022wash-up balance of ~$47m carried

forward to RP2

>Next regulatory period -RP2 (Jan 2025 to Dec

2028)

▪Chorus expenditure proposal due 31 October

▪WACC due to be confirmed in July 2024

4,032

4,426

1,416

-511

389

356

28

1,284

2022 RAB movement ($m)

Core RABFinancial Loss Asset

5,448

5,710

JB Rousselot, Chief Executive Officer
21 August 2023

FY23 RESULTS

Data usage back at COVID levels; 4K to come
21 August 202322

0

500

1000

1500

2000

2500

Monthly fibre

data usage

today

All streaming

in 4K

All TV

streamed in

4K

4K EFFECT ON DATA

DEMAND

Data usage (GB)

FY23 RESULTS

21 August 2023
FY23 RESULTS

23

Evolution of services driving greater data needs

TodayNear termFuture

Residential

speed

Up to 1GbpsUp to 10GbpsUp to 50Gbps

Enterprise

speed

Up to 100GbpsUp to 400-800GbpsUp to 1.6-3.2Tbps

IntelligenceConditionally

autonomous

Highly autonomous,

fast provisioning times

Fully autonomous

Reliability &

Latency

99.999%/ 5ms

consistent latency

/ low jitter

99.999% / 1ms

latency (hard

guarantee) / very low

jitter

Deterministic reliability/

<1ms latency (hard

guarantee) / very low

jitter

Trustworthy

& Green

5x better per bit

energy efficient

10x better per bit

energy efficient, fast

problem detection and

response (minutes)

10x-plus better per bit

energy efficient, very

fast problem detection

and response (seconds)

Source: World Broadband Association, Omdia

▪applications driving greater bursts of data download and upload (e.g. video, games, software updates)

▪growing number of connected devices per household and multiple simultaneous users requires more bandwidth

21 August 2023
FY23 RESULTS

24

A nimbler Chorus

>Unlocking value through a matrix model

▪including three value streams with sharp strategies

and end-to-end approaches

▪historical functional units (Customer & Network

Operations; Product, Sales & Marketing) realigned to

drive strategic outcomes

▪and enabling a thriving culture

Operating model transition from build to operate

21 August 2023
FY23 RESULTS

25

>Market dynamics remain positive

▪Home Fibre Starter 50Mbps traction: ~60% of July net adds

from offnet

▪1Gig share of net adds ~40% vs 24% share of connections

▪large retailers promoting Hyperfibre(2-8Gbps)

▪continued winbackin Wellington cable areas

>FY24 focus

▪NZ runs on fibrecampaign driving fibre awareness

▪leveraging copper withdrawal programme for fibre demand

▪increasedemphasis on UFB2 uptake

▪strategic approach to CPI adjustments from 1 October

Targeting 80% fibre uptake

21 August 2023
FY23 RESULTS

Bringing more focus to opportunity

▪PowerSense: extreme weather events proved product value

▪Edge Centre: strong pre-orders for extra Auckland capacity

▪Backhaul: fibre nodes in 7 data centres; cellsitedemand growing

▪Smart locations: +19% growth in FY23 as smart city and utility requirements

expand (e.g. traffic cameras, digital billboards)

▪New property development: build completed (ready to connect) for 33k lots in

FY23; current pipeline of work suggests slightly lower completions in FY24

▪Fibre expansion: tender issued for 10k premises (~60% offnet) adjacent to UFB;

decision in H1 FY24with build expected FY25. Further expansion subject to business

casing and regulatory and policy settings

▪Other opportunities: exploring digital infrastructure options

26

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

FY20FY21FY22FY23

Orders (lots)Completed

New Property Pipeline

21 August 2023
FY23 RESULTS

27

Becoming an all-fibredigital infrastructure company

Chorus UFB area

▪35k copper voice lines

▪55k copper broadband lines

Local fibreco. area

▪14k copper voice lines

▪20k copper broadband lines

Non-fibrearea

▪23k copper voice lines

▪90k copper broadband lines

▪FY23: 544 cabinets closed

and~30k consumer notices

▪FY24 target:750+ cabinets

closed,30k+ consumer notices,

88% broadband retention rate

▪targeted copper withdrawal where

remaining connections are

uneconomic

▪first trial notices issued

▪Chorus market share <50%

▪<50% of remaining connections

are TSO qualifying

▪testing satellite options

▪regulatory review 2025

Retired by

end 2026

Retired by

early 2030s

21 August 2023
FY23 RESULTS

28

Significant sustainability gains in FY23

50,000

55,000

60,000

65,000

70,000

75,000

80,000

85,000

90,000

95,000

100,000

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

FY21FY22FY23

Data vs Electricity usage

Copper data usage (PB)Fibre data usage (PB)

Electricity usage (MwH)

▪Copper shut down is beginning to drive electricity reduction

(target: 25% reduction by 2030)

▪Record data traffic (7,400 petabytes) with 91% carried more

energy efficiently by fibre

Questions?
21 August 2023

21 August 2023
FY23 RESULTS

Fibre plan -consumerCurrent wholesale price Price from 1 Oct 2023Notes

Voice line$27.45$29.11

Home starter 50/10Mbps$35$35

Applies where retail price is $60. Price

reduced to $35 from 1 Feb 2022

50/10Mbps$47.28$50.43

100/20Mbps

300/100Mbps

$50.50$53.54

100Mbps is anchor service. 300Mbps

plan introduced late 2021.

1Gbps $58$61.86

Hyperfibre2Gbps$70$70

Hyperfibre4Gbps$85$85

Hyperfibre8Gbps$110$110

Copper pricingCurrent wholesale price Price before 16 Dec 2022 Notes

Copper line$36.17$33.73

Annual CPI adjustment mid-

December 2023

Copper broadband$48.35$45.09

30

Appendix A: Pricing and market data

0
200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

30-Jun-2230-Sep-2231-Dec-2231-Mar-2330-Jun-23

21 August 2023

30 June

2022

30 Sept

2022

31 Dec

2022

31 March

2023

30 June

2023

Unbundled copper

(no broadband)

1,0001,000not

material

not

material

not

material

Baseband copper

(no broadband)

102,00094,00085,00080,00072,000

Copper ADSL

(includes naked)

122,000112,000102,00094,00084,000

VDSL

(includes naked)

118,000109,000100,00092,00083,000

Fibre broadband

(GPON)

949,000969,000986,0001,002,0001,021,000

Data services

(copper)

2,0001,0001,0001,0001,000

Fibre premium

(P2P)

10,00011,00011,00010,00010,000

Total connections

1,304,0001,297,0001,285,0001,279,0001,271,000

Fibre (GPON)

VDSL

Copper ADSL

Baseband copper

Fibre comprises 81% of Chorus connections

>1,188,000 broadband connections comprises:

▪1,021,000 fibre (GPON) connections

▪167,000 VDSL/ADSL (copper) connections

Business premium

Note: ~2,000 partly subsidisededucation connections are excluded from this data

31

FY23 RESULTS

-
200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

1,800,000

2,000,000

NZ broadband market –by retailer

SparkOne2degrees (incl Vocus)Mercury (incl Trustpower)ContactOthers

-

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

1,800,000

2,000,000

NZ broadband market –by technology

Chorus xDSLChorus mass market fibreChorus premium fibre

Local fibre companies (UFB)Other fibre networksOne cable

Fixed (mobile) wirelessLegacy fixed wireless, satellite

Source: IDC

FY23 RESULTS

21 August 202332

21 August 2023
FY23 RESULTS

33

Appendix B: Sustainability

See also https://company.chorus.co.nz/sustainability

▪copper faults continue to fall in Chorus fibre areas as we withdraw copper services
▪non-fibre areas (~13% of population) make up the majority of copper network faults and reactive costs

▪H2 FY23 copper reactive fault spend included Cyclone Gabrielle costs

21 August 2023

0

5,000

10,000

15,000

20,000

25,000

Chorus UFBLFC UFBRoNZ (non-

UFB)

Copper –fault volumes by area

H1 FY22

H2 FY22

H1 FY23

H2 FY23

0

2

4

6

8

10

12

Chorus UFB LFC UFB Rest of NZ (non

UFB)

Copper -reactive fault spend

by area

Note:

▪reactive maintenance excludesspend on proactive maintenance and customer networks (i.e. premises wiring, no fault found, cancellations)

$m

# of

faults

FY23 RESULTS

Maintenance trends

34

Appendix C: Additional financial information

21 August 2023
Sustaining vs non-sustaining

capex

>sustaining network capex is investment to maintain,

replace or improve an existing copper or fibre asset

>$207m of FY23 capex was sustaining vs $247m non-

sustaining

>fibre sustaining capex is expected to increase over time

as the asset ages

**Relates to provisioning, systems and service desk costs

35

Non-sustaining capexFY23 $mFY22 $m

UFB communal577

Fibre installations142166

Greenfield growth* and product

development

7459

Footprint expansion*1115

Customer retention (incentives)1514

Subtotal247331

Coppercapex: sustainingFY23 $mFY22 $m

Network sustain2027

Copperconnections11

Copper layer213

Customer retention costs**47

Subtotal2638

Commoncapex: sustainingFY23 $mFY22 $m

Informationtechnology4432

Building& engineering services2219

Subtotal6651

Fibrecapex: sustainingFY23 $mFY22 $m

Layer 25129

Fibre products & systems67

Network sustain1213

Other fibre3110

Customer retention costs**1513

Subtotal11572

*majority funded by third party contributions

FY23 RESULTS

>Below are examples of RAB and non-RAB investment being evaluated for 10-year planning:
▪dollar ranges are indicative only and reflect a 10-year total in 2023 dollars

▪opportunities to invest in discretionary long-term growth capex could range up to ~$300 million per annum, subject

to consumer demand (e.g. installations and greenfields), business casing and regulatory settings/approvals

Indicative long-term investment opportunities

Non-RAB investment

(assessed on a risk-adjusted

return basis vs other capital

allocation/investment options)

New products

Edge Centre

Regional backhaul

Other

RAB investment opportunities

XGS-PON electronics (1):

migration to multi-gigabit capability

Fibre installations:

connect fibre to premises

Rural fibre(3):

fibre up to 90% population

Sustainability:

(e.g. solar power options)

Greenfields (2):

communal fibre to new premises

Smart locations:

non-building installations (e.g.CCTV)

Network resilience:

enhance network robustness

Rural fibre electronics:

lifecycle update for RBI* network

36

KEY:Small: <$100m Medium: $100m to $400m Large: $400m+

S

M

L

L

L

L

M

L

M

S

S

SUSTAINING CAPEX –NEW PROJECTS

DISCRETIONARY GROWTH CAPEX

1.Limited XGS-PON investment in RP1. Broader rollout as technology matures.

2.Greenfields investment is gross amount including customer contributions.

3.Communal rollout cost only.

M

S

_

*RBI is Rural Broadband Initiative

FY23 RESULTS

21 August 2023

21 August 2023
FY23 RESULTS

37

Hedging profile

Bond

Amount

(NZ$m)Current hedge profileForward looking profile

Fixed hedging

movements 1HY24 ($m)

EMTN 2023328100% Fixed at 5.15%Matures Oct 23-350

EMTN 2026514100% Fixed at 3.39%Fixed for life of bond

NZD 2027200100% Fixed at 1.98%Fixed for life of bond

NZD 2028500100% Fixed at 4.35%

Coupon to be reset in Dec 23, will be 100%

fixed from this date at a margin of 1.8% over

4.41%500

EMTN 2029820

Swapped to a margin over floating

(BKBM) through cross currency

interest rate swaps

Will be ~50% fixed at margin of 2.2% over

4.1% from Dec 23400

NZD 2030200

Swapped to a margin over floating

(BKBM) through receiver interest

rate swaps

Will be 100% fixed at margin of 1.7% over

0.8% from Oct 23200

Total750

RAB movements for 2022 ID year
Table that shows starting RAB (split Core vs FLA?) and a waterfall for movements in period (e.g.

final RAB, depreciation, new assets (net of contrib?), CPI = end of 2022 RAB

ComponentCore RAB

$m (nominal)

Financial Loss

Asset (FLA)

$m (nominal)

Notes

Opening RAB (1 January 2022)4,0321,416

October 2022 final RAB decision total of $5,413m (core $3,997m and FLA

$1,416m) updated for 2022 allocation factors.

lessDepreciation(277)(234)

FLA depreciation is diminishing value and the core RAB is straight-line.

Assets start depreciating the regulatory year after commissioning.

plusRevaluations287102

7.22% actual inflation in the December quarter versus forecast 1.8% used in

the initial 2022 MAR. The ID RAB rolls forward into RP2 and will be reflected

in the RP2 MAR.

plusAssets commissioned356

Amount is net of $52m capital contributions

plusAdjustment resulting from

asset allocation

28

An upwards adjustment reflects a greater proportion of shared assets being

attributable to fibre (due to differences in allocations drivers such as

revenues and connections) than was forecast for the opening RAB in 2023.

Total closing RAB value

(31 Dec 2022)

4,4261,284

NOTE:

1. RAB movements do not affect the RP1 MAR. The ID RAB closing value will be the basis of the opening RAB for RP2.

2. RAB movement calculations are subject to Commerce Commission review and approval.

38

Closing RAB of $5,710m

Appendix D: Additional regulatory information

FY23 RESULTS

21 August 2023

2022 MAR wash-up balance of $46.8m
39

DescriptionRevenue

$m (nominal)

Wash-up

$m (nominal)

Notes

Building blocks revenue

Pass-through costs

Forecast total allowable revenue 2022

676.1

14.2

690.2

2022 MAR was set on the basis of 2021 forecasts.

Less 2022 FFLAS revenue received(667.2)23.0

Chorus under-earnt initial MAR allowance by $23m.

PlusInitial RAB true-up8.5

MAR adjustment to reflect increased allocation of shared

assets in the final RAB decision: expect ~$30m smoothed

across RP1.

PlusPass-through costs 1.5

Actual pass-through cost of $15.7m versus forecast $14.2m.

PlusCrown financing benefit 0.1

Reflects lower Crown financing balance than forecast.

PlusCost allocators13.7

Previously forecast cost inputs (e.g. totex, connections and

data traffic) have been updated for actuals in the period.

Total wash-up balance for 202246.8

The wash-up balance is rolled forward each year using the

post-tax WACC as the time-value of money to preserve NPV

neutrality. The RP1 balance will be added to the RP2 MAR.

Updated total allowable revenue 2022714

NOTE:

1.The regulations omitted a 2022 wash-up for actual CPI. The 2023 and 2024 MAR will be updated for forecast CPI changes as part ofin-period smoothing.

The 2023 MAR used 2.17% forecast CPI and will be updated for 3.37% (June 2022 forecast) with actual CPI applied via the wash-up process for RP2.

2.There was no wash-up required for individual capex proposals in 2022.

3.A wash-up for connection capex differences vs forecast will occur at the end of 2024.

4.All wash-up estimates are subject to Commerce Commission review and approval.

FY23 RESULTS

21 August 2023

21 August 2023
FY23 RESULTS

Maximum Allowable Revenue (MAR)

Source: Commerce Commission, price-quality path final decision, 16 Dec 2021

>MAR totals reflect draft starting RAB and allocations in 2021. Changes in

the final RAB announced in October 2022 will be reflected in the next

regulatory period wash-up.

Pass-through costs14.214.515.5

TOTAL$690.2$747.4$789.5

>RP1 post-tax WACC of 4.72% (used 0.51% risk-free rate) would be

7.38%if recalculated at 1 Jan 2023 using recent rates.

>forecast CPI used for revaluations in 2022 was 1.8% vs 7.22% actual in

December quarter. 2023 forecast used 2.2% and 2024 is 2.13%. Higher

revaluation rates during RP1 will be reflected in the opening RAB for RP2.

>regulator only allows ~2% return on funded assets. Crown financing

deduction subject to WACC.

>cost allocations will need to be addressed in RP2 given the increasing

dominance of fibrein Chorus’ business operations.

>reflects an implied 14-year asset life through regulatory process.

>reflects asset life of 14.2 years and tilted annuity depreciation (-13% tilt

rate)

>tax building block commences from ~FY27 and grows to ~$100m

>CPI forecast assumptions were 2.71% in 2022, 2.17% in 2023, 2.04% in

2024. The 2023 and 2024 MAR will be updated for preceding June

forecasts and then for actual CPI as part of the RP2 wash-up process.

Chorus has made a submission to the Commission on the status of the

2022 CPI wash-up.

40

---

Annual Report 2023
01 Chorus Board and management overview

10


Management commentary

20

Financial statements

58

Governance and disclosures

92

Glossary

Mark Cross
Chair

Kate Jorgensen

Chair Audit & Risk Management Committee

FY23 results overview

1 Earnings before interest, income tax, depreciation and amortisation (EBITDA) is a non-GAAP profit measure. We monitor this as a key

performance indicator and we believe it assists investors in assessing the core operations of our business.

About this report

Our 2023 Annual Report covers the financial year ended 30 June 2023 and includes aspects of our environment, social

and governance (ESG) performance. For additional ESG reporting, including emissions and climate-related information,

please refer to our separate 2023 Sustainability Report available at www.chorus.co.nz/reports.

This report is dated 21 August 2023 and is signed on behalf of the Board of Chorus Limited by Mark Cross, Board Chair, and

Kate Jorgensen, Chair of the Audit & Risk Management Committee.

Share price

FY23FY22

$ 7. 2 2

$8.425

Operating revenue

FY23

$980m

FY22

$965m

EBITDA

1

FY23FY22

$675m

$672m

Dividend

FY23FY22

35cps

42.5cps

Net profit after tax

FY23FY22

$64m

$25m

Annual Report 20231
Dear investors

On behalf of your Board, I’m pleased to report

that Chorus has delivered another strong

financial result in a year of operating challenges

and change.

Over a period of economic volatility, inflationary pressures

and uncertainty, Chorus continued to prove its resilience

as an essential utility provider. As the recent pandemic

and extreme weather events have shown, Kiwi homes

and businesses are more reliant than ever on our fast and

reliable broadband connections to live, learn, work and play.

We’ve announced a final unimputed dividend for the year

of 25.5 cents per share, bringing total dividends for FY23

to 42.5 cents per share. The dividend reinvestment plan

remains paused.

This is my first annual report as Chair after six years on

the Board as a director. I’m excited to be part of Chorus’

transition from a successful era of building one of the world’s

most advanced fixed broadband networks to now operating

as a digital infrastructure company that can power

New Zealand’s digital future.

Strategy and Core Beliefs

I think it’s important for shareholders to understand what

our beliefs as a board are for your company. These beliefs

underpin Chorus’ three strategic pillars: to win in core fibre, to

optimise the non-fibre asset base and to grow new revenues.

• Empowering our people: One of the best investments we

can make is in having the right people, empowered and

appropriately incentivised. Our aspiration is for Chorus to be

a diverse and inclusive employer of choice.


Fibre is future-proofed: We believe fibre is the most effective

technology choice for the vast majority of New Zealanders

because it provides a dedicated connection that delivers

fast and extremely reliable connectivity. While alternative

technologies have a place in the market, fibre has a clear and

easily scalable upgrade path to meet the expected growth in

consumer needs far into the future.


Connections, connections, connections: Chorus’ long-

term value is inextricably linked to fibre connections. Now

that we’ve built a world-class network, in partnership with

government, the greatest benefit to the country is to harness

its potential. We’ve begun retiring the copper network in

our urban fibre areas and this will drive fibre uptake even

higher. Consumers value fibre above other technologies as a

high-quality dependable service and we’re willing to invest in

connecting more addresses and devices (e.g. traffic cameras)

where the acquisition cost is justified by the long-term value

of that connection.



M

anaged exit from copper: Our copper network is nearing

the end of its technological life and alternative technologies

will be needed beyond the reach of fibre. Our focus is on

managing our copper costs down while deploying fibre

to the maximum extent and ensuring regulation supports

consumers to get the best possible services.


Be an active wholesaler:

As an open access wholesaler

we treat all our retailer customers equally. Yet, our largest

customers are also our network competitors and have

direct consumer relationships where we don’t. This means

we need to be an active wholesaler, promoting our network

services and ensuring that the regulatory regime supports

a level playing field between network providers and keeps

consumers fully informed.


• Promote digital equity: We’re the provider of an essential

utility service that enables New Zealanders to access

an increasingly digitised world. This means Chorus

can and should play its part in improving digital equity.

Because we’re a wholesale only provider, this requires a

collaborative effort with government agencies and retail

service providers.



P

rioritise long-term value: Capital allocation is one

of our most important responsibilities. We’re making

investment decisions for long-term value, not short-term

profit. We’ll prioritise the efficient allocation of capital

that grows shareholder value and supports a growing

sustainable dividend through time. Our assessment of the

necessary level of returns, the impact on consumer pricing,

competitive market conditions, and the parameters of our

dividend policy and debt limits, will guide our approach to

discretionary investment.



A

considered approach to new opportunities: We believe

generating non-regulated income streams is important,

but they must pay their way. We would need to have, or

build, the capability to run these businesses well. We’ll

tread carefully and generally steer away from businesses

that our shareholders can invest in directly, unless there

is a compelling adjacency to, and synergies with, our

core business.


An appropriate capital structure: We’re committed to

maintaining a capital structure reflective of a utility

business. At the heart of this is the maintenance of an

investment-grade credit rating (BBB or equivalent) and

financial policies that support this. We’ve begun turning

our minds to the first tranche of Crown funding that will be

due in mid-2025.

Reshaping Chorus for its next phase

We’ve spoken in the past about the transition from a fibre

rollout organisation to one that is focused more on operating

that network. With the UFB rollout finished and the new

regulatory regime for fibre established, Chorus is entering

this new phase of its evolution.

In May, we announced the beginning of changes to our

operating model to better execute our strategy, reflect the

new regulatory framework and respond to a changing market

environment. That environment includes the progressive

withdrawal of our copper network, the emergence of new

technologies and changing consumer needs.

Annual Report 20232
This new operating model includes the introduction of three

end-to-end value streams that are aligned to the core focus

areas of our strategy: win in fibre, grow new revenues and

optimise non-fibre assets. New capabilities, tools and ways

of working are also being introduced so our people can

deliver key initiatives with better focus and prioritisation, and

ultimately provide improved consumer outcomes.

This is a

significant change from our historical operating model that

had been built around delivering a 12-year fibre rollout and

the mass uptake of fibre.

Unfortunately, it has meant the disestablishment of some

executive roles.I would like to acknowledge Andrew Carroll

(GM Customer & Network Operations) and Ed Hyde (Chief

Customer Officer) for the significant contributions they made

to Chorus. Andrew was a member of the leadership team

since Chorus was listed and helped us navigate a number of

significant challenges over many years. Ed was instrumental in

developing our fibre proposition for consumers and ultimately

reaching our target of one million connections in FY23.

Governance

Two directors, Jack Matthews and Kate Jorgensen, are

scheduled to be up for re-election at this year’s annual

shareholders meeting, with no retirements. We’ve had two

director changes during the year, with the retirement of

Patrick Strange as Chair and the subsequent appointment of

Will Irving as a director. Will has been an excellent addition to

the Board, bringing a combination of regulatory, technology

and operational telco experience from his roles at Telstra and

the National Broadband Network in Australia.

I’d like to acknowledge Patrick for his leadership over a long

period at Chorus and for the smooth handover to me. I extend

that appreciation to my fellow Board members for their support

to me in the Chair role and their valuable contributions.

As directors we’re energised by the goals we have set for

the company. I believe the Board has the right blend of

experience and diversity in the broadest sense to drive the

strategy of the company, and to support and challenge

our management.

Becoming an all‑fibre digital infrastructure

company

We've provided dividend guidance of 47.5 cents per share,

unimputed, for FY24. There is approximately $11 million

remaining to be returned to shareholders through the $150

million share buyback programme. To date, more than 17

million shares have been bought back.

In April, we were pleased to see UniSuper receive government

approval to increase its shareholding in Chorus up to 20%,

should it choose to do so. We see this as a positive

e

ndorsement both of Chorus’ strategy and growing

investor recognition of our value as a provider of essential

di

gital infrastructure.


The global boom in fibre rollouts gives us great confidence

that we’ve invested in the right infrastructure for the future.

Recent OECD data shows fibre already accounting for 38%

of all fixed broadband subscriptions at the end of 2022,

surpassing cable on 32% and copper broadband on 24%.

This shift to fibre, and the emergence of alternative wireless

and satellite broadband networks in rural areas, has started

the countdown on the usefulness of copper networks.

Norway and Sweden, for example, are well advanced in the

retirement of copper. We expect this to occur here in the

next decade and we believe fibre should be extended further

to help bridge the digital divide between urban and rural

communities. We’re exploring how we could play a part with

the right investment incentives.

At the same time, we’re enhancing our existing fibre footprint

with upgrades to multi-gigabit Hyperfibre capability. We

know we’re on the right path when Singapore’s latest Digital

Connectivity Blueprint calls for seamless 10Gbps connectivity

to be enabled within the next five years. The trends all point

to exponential data growth in the coming years and the rapid

rise of artificial intelligence services in the past year shows just

how fast and far-reaching changes in our industry can be.


I’d like to thank our chief executive JB Rousselot, our

executive team and the wider Chorus team for their

outstanding efforts over the past year, particularly the way

they dealt with significant operating challenges, including

Cyclone Gabrielle and the ongoing technician shortages.

Finally, I would like to thank you, our shareholders, for

your continued support of Chorus and we look forward to

updating you at our annual meeting in November.

.

Mark Cross

Chair

Annual Report 20233
Operating highlights

FY22FY23

Fixed line connections

2

1,304,0001,271,000

Broadband connections

2

1,189,0001,188,000

Data traffic

7,140 petabytes7,402 petabytes

Employee engagement

score

3

8.5 out of 108.7 out of 10

The completion of the government backed ultra-fast

broadband (UFB) rollout provided the foundation for another

strong financial performance, despite workforce constraints

and extreme weather events bringing new operational

challenges. Fibre connections continued to grow and were

up 72,000 in the year. The migration of consumers to fibre

and alternative networks saw copper connections reduce

by 105,000. Overall, total fixed line connections reduced by

33,000 compared to 36,000 in the prior year.

The increase in fibre connections and ongoing growth in

the uptake of high-speed fibre plans, together with inflation-

linked price changes, underpinned underlying revenue

growth from $959 million to $981 million.

Despite inflationary pressure on various cost lines, underlying

operating expenses were held flat at $299 million.

These operating results produced underlying FY23 EBITDA

of $682 million, a $22 million increase on underlying FY22

EBITDA of $660 million

4

. This was within our updated half

year EBITDA guidance range of $675 million to $690 million

that had excluded allowance for flood and cyclone-related

impacts. Reported EBITDA was $672 million when including

$10 million of one-off costs for the extreme weather events

and operating model changes.

Net profit after tax (NPAT) was $25 million, down from

$64 million in FY22. This reflects the effects of increasing

interest rates, and higher depreciation as we progress the

shutdown of our copper network in fibre areas.

Capital expenditure reduced to $454 million, down from

$492 million in FY22. This was slightly above our guidance of

$410 million to $450 million and reflects a record year of work

completed for new property developments. Our borrowings

at the end of FY23 were 4.39 times net debt to EBITDA and

well within our business tolerance level of 4.75 times.

1.1 Winning in our core fibre business

FY22FY23

Fibre connections

959,0001,031,000

Fibre uptake (UFB areas) 69%73%

Average data usage (June)

567GB585GB

Customer satisfaction –

fault restoration

8.2 out of 107.8 out of 10

(target 8.2)

Customer satisfaction –

intact provisioning

7.3 out of 107.3 out of 10

(target 7.6)

We reached a significant milestone in December when we

connected the last community, Opononi in the Northland

region, to fibre under our 11-year public-private partnership

with the government. By the end of June, fibre uptake had

reached 73% in the completed UFB rollout areas, up from

69% in FY22.

Across our wider fibre network (i.e. including fibre

deployment outside the original UFB rollout footprint), fibre

connections grew to 1,031,000. This surpassed our long-held

target of one million connections by December 2022.

About 250,000, or 24%, of our mass market connections are

on speeds of 1 gigabit per second (Gbps) or Hyperfibre

(2, 4 or 8 Gbps) plans. About 620,000, or 67%, of residential

connections are on our popular 300Mbps plan.

Our entry level 50 megabits per second (Mbps) Home Fibre

Starter plan, intended for price conscious consumers with

basic broadband needs, grew strongly to number 16,000

connections by the end of FY23. We were pleased to see

some large retailers begin offering the plan at $50, compared

to the $60 retail price required to attract the $35 wholesale

line fee.

Workforce challenges

Like many industries, one of the unforeseen challenges

we had to grapple with in FY23 was a shortage of skilled

workers. Visa changes for migrant workers meant many of

the technicians who carried us through the pandemic either

took the opportunity to reconnect with family and friends

overseas, or moved to other local industries. Strong global

competition for fibre technicians was another contributor.

This saw a workforce gap of about 380 technicians emerge

in the first half of FY23. Although our recruitment and

training initiatives had largely bridged this gap by the end of

FY23, the workforce constraints we experienced through the

year meant we weren’t able to meet consumer demand for

installations. This shortage was compounded by the need

to prioritise fault restoration work in the wake of Cyclone

Gabrielle. In the second half of FY23, for example, we had

more than 60 days in which field activity was subject to force

majeure conditions.

1.0

2 Excludes partly subsidised education connections provided as part of Chorus’ COVID-19 response.

3 Based on the average response to four key engagement questions.

4

R

efer to page 13 of the FY23 investor presentation for the detailed reconciliation to EBITDA.

Annual Report 20234
These workforce challenges had a negative effect on our

customer experience measures. Our fibre fault restoration

score dropped from 8.2 last year to 7.8 in June (rolling three-

month average). This reflected the increase in the length of

time taken to resolve faults. Improvements have been made

that should support better outcomes in FY24. For example,

we’ve reconfigured systems and processes through the

industry so consumers can be given a four-hour timeslot for

a technician visit. This is a big step forward from our long-

standing practice of providing the consumer with a date and

no indication of time.

Consumer satisfaction for intact connections, where

consumers are seeking to activate a fibre service in premises

where a fibre socket is already installed, was steady at 7.3

year on year. Workforce constraints and weather events

delayed some planned improvements. Retailer automation

initiatives and improvements to our network records are

expected to support better outcomes in FY24.

Data demand and future-proof fibre

When we began building our fibre network just over a

decade ago, average data usage was 13 gigabytes a month.

Today, the average on our fibre connections is 585GB and

almost 15% of consumers are using 1,000GB a month. In

the United States; AT&T estimates their monthly average will

grow from 900GB to 4,600GB by 2025.

What’s going to make people consume so much data?

Think back to the rapid rise of streaming services we’ve seen

in the last five years. These services now drive 45% of traffic

on our network.

As 4K quality content becomes more common, bandwidth

demand is expected to grow exponentially. If all current

streaming usage was in 4K quality, for example, monthly

usage would double to about 1,200GB a month. For now,

we’re lagging other countries when it comes to the broadcast

of mainstream sports in 4K. Sports events drive substantial

peak time usage and are still largely delivered in Aotearoa via

satellite or terrestrial broadcast. If all TV broadcast content

was delivered online, monthly usage would be in the order

of 2,000GB.

We’ve already had an indication of this kind of effect with

the online gaming phenomenon Fortnite regularly setting

data traffic records on our network. Imagine how this could

snowball as video and latency requirements grow in tandem.

We’re starting to see examples of augmented reality (AR) and

virtual reality (VR) services being adopted by consumers. The

recent pandemic spurred gym providers to develop VR body

combat training options that you can do in your living room,

while music fans can now join some of their favourite bands

on-stage.

Apple has now joined Meta in developing the glasses

technology that is critical to the user experience. The

‘metaverse’ promises virtual 3D worlds where high-quality

video will be mixed with AR and VR. Fortnite provides an

insight into how this could evolve, with friends meeting

online in Fortnite ‘world’ to play games together and attend

one-off events like concerts.

For Chorus’ part, these emerging digital applications and

services are going to need varying combinations of high

bandwidth or speed, low latency and rock-solid reliability and

consistency. With 99.999% reliability and latency below five

milliseconds, fibre is considered the leading technology to

enable this ultra-digital future.

We’re already investing in this future by upgrading to 8Gbps

capability. For fibre, this can be achieved by changing the

electronics on either end of the fibre cable to a home or

business. We’ve also trialled the simultaneous delivery of

25Gbps services on the same cable. Beyond 2030, the World

Broadband Association is suggesting networks will need to

plan for residential speeds of up to 50Gbps and enterprise

speeds of up to 3.2Tbps.

1,000

1,500

2.000

0

500

2,500

Gigabytes

Data usage (GB) per month

Monthly fibre data

usage today

All TV streamed

in 4K

All streaming

in 4K

4K streaming would use about 8GB per hour, versus 2GB per hour for Full High Definition

or 1GB per hour for High Definition content.

Fig ure 1:

4K effect on data demand

Annual Report 20235
0

100

200

300

400

500

700

600

DownstreamUpstream (shown from June 2020 onwards)

Average monthly usage (gigabytes)



Jun-23Dec-22Jun-22Dec-21Jun-21Dec-20Jun-20Dec-19Jun-19Dec-18Jun-18

Figure 2:

Monthly average data usage for fibre grew from 567GB to 585GB across FY23 and is almost back at peak levels seen during

the COVID pandemic lockdowns.

Fibre proves its resilience

Flooding events and cyclones caused substantial damage

to North Island infrastructure and homes in early 2023.

At its peak, about 55,000 Chorus fixed line connections

were affected by the widespread loss of electricity and

network damage in the immediate aftermath of Cyclone

Gabrielle. This was the largest weather event to affect our

network. Five regional fibre routes were damaged by bridge

washouts, or road slips, and we used helicopters to lay

about five kilometres of temporary fibre cable so we could

restore services.

Although the EBITDA impact of these events was

$7 million, the events proved the benefits of the substantial

investment we’ve made in fibre. Cyclone Gabrielle’s effects

saw copper network customers up to 10 times more likely

to lose service than those on fibre and fibre services were

able to be restored twice as fast as those on copper. This is

because the copper network relies on powered equipment

in suburban streets to transmit signals, whereas fibre is a

passive network with data transmitted via light. The copper

network is therefore much more susceptible to water and

lightning damage.

There are lessons to be learnt from Cyclone Gabrielle and

we’ve contributed to a telecommunications industry plan,

led by the New Zealand Telecommunications Forum, to

identify opportunities for enhanced network resilience and

collaboration with government.

We have an ongoing programme of network resilience

projects, including regional backhaul deployments

supported by government.

Our asset management plans are also being shaped by

the detailed assessment of flooding and sea level rise risks

we’ve undertaken as part of our physical climate change

risk analysis. For more information see the Appendix in

our Sustainability Report. Consistent with this assessment,

no significant exchange buildings were affected by the

extreme weather events.

Earthquakes remain the primary focus for our resiliency

planning and we have an ongoing programme to strengthen

critical network sites. Seismologists are taking advantage of

our new West Coast fibre route to analyse the South Island’s

Alpine Fault by using the network itself as a sensor. This study

will provide valuable information to local communities and

organisations so they can be better prepared.

Damage to the regional fibre route on the bridge crossing the Hikuwai

River, north of Gisborne, required 800 metres of fibre to be overlaid.

Annual Report 20236
1.2 Growing new revenues

FY23

Smart locations: +19%

Data centre connectivity: 7 sites

Direct fibre connections: +3%

We made good progress in our push to grow new revenues.

Our PowerSense service, launched in FY22, proved its

value through the extreme weather events in early 2023.

The service collects ‘last gasp’ signals from fibre terminals

to identify when a premises loses electricity. This gave

electricity lines companies real-time visibility of the weather’s

impact on their networks and helped support their own

restoration efforts.

Direct, or dark, fibre connections continue to increase

and now number more than 6,000 connections. Backhaul

connections grew after we revised our Relay Connect

offering for urban centres and our Data Centre Connect

product now covers seven sites. Work is underway to double

the number of Edge Centre racks available in our Auckland

exchange and we’ve already received pre-orders for almost

a third of this additional capacity.

Smart locations are another opportunity to increase

utilisation of our network. We already have several thousand

connections to non-building locations, such as traffic

cameras, digital billboards and electric charging stations.

This category grew by 19% in the year and demand for

Internet of Things (IoT) connectivity is expected to flourish

as smart city and utility requirements expand.

1.3 Optimising our non‑fibre assets

FY22FY23

345,000 copper

connections remaining

240,000 copper

connections remaining

10,100 withdrawal notices30,000 withdrawal notices

(cumulative)

130 broadband cabinets

closed

544 broadband cabinets

closed (cumulative)

14 properties and surplus

leases exited

8 properties and surplus

leases exited

With the UFB rollout completed, we’ve stepped up our

efforts to optimise our copper network in areas where fibre is

available to consumers.

In March 2023, we announced we were stopping the sale of

new copper broadband services in both Chorus and local

fibre company areas. This was extended to copper baseband

voice services from June 2023. Some exceptions remain for

services transferred between broadband retailers, or where a

fibre connection isn’t immediately available.

In Chorus’ fibre areas we provided about 20,000 more

consumers with at least six months’ notice, as required by

the Copper Withdrawal Code, that we were ending copper

services to their address. This enabled us to close another

414 broadband cabinets during the year.

By the end of FY23 we had about 240,000 connections

remaining on our copper network. This was down from

345,000 at the end of FY22. Of these connections,

approximately 115,000 are in areas where fibre isn’t

available. About half of those premises have a historical

Telecommunications Service Obligation (TSO) that requires

us, along with Spark, to maintain telephone services. The

TSO Deed recognises that additional funding may be sought

from government for commercially non-viable customers.

The reality is that copper broadband is increasingly unsuited

to consumers’ growing bandwidth needs. Consumers are

already voting with their feet and paying higher fees to

satellite or government-subsidised fixed wireless providers

for improved services. Mobile network operators are also

partnering with low-earth-orbit satellite providers with a view

to delivering mobile services well beyond current cellsite

coverage. Clearly, the TSO for copper is fast approaching its

use by date.

Annual Report 20237
1.4 Developing our long‑term future

FY22FY23

Electricity

(gigawatt hours)

817 7.4

Emissions (Scope 1 & 2)13,95710,661

Waste in tonnes

(% recycled)

287 (63%)368 (90%)

Gender diversity

(all Chorus)

41%F / 59%M42%F / 58%M

We aim to ‘connect Aotearoa so that we can all live, learn,

work and play’. This means Chorus will invest and innovate to

deliver the best possible connectivity services to help enable

the environmental, economic, and social transformation

ahead. Our focus on Sustainability is guided by our

purpose, by Kaitiakitanga (environmental guardianship) and

Manaakitanga (acts of giving and caring for).

We believe fibre can make a great contribution to reducing

emissions because it can transport large volumes of

data while requiring lower electricity usage than other

technologies such as our copper network. In FY23, we

joined the Climate Leaders Coalition and finalised our

science-based target of a 62% reduction in our Scope 1 and 2

emissions by 2030, from 2020 levels.

A high proportion of renewable electricity generation in

the national grid, together with growing momentum in the

shutdown of our copper network electronics, helped reduce

our emissions by 24% compared to FY22. Electricity usage

was down 5%, even with our network carrying 4% more data

traffic than the year before.

The conclusion of the UFB rollout and reduced fibre

installation activity meant the number of hours worked by

service companies reduced. This in turn contributed to a

reduction in recordable injuries, despite having to manage

Health and Safety risks in the aftermath of extreme weather

events. The total number of recordable injuries for Chorus

and service company people was just eight, down from 17 in

FY22, and these were minor strains, sprains and lacerations.

Every person and every whanau (family) should be able to

unlock the full potential of being a digital citizen. The reality

today is that a significant digital divide still exists. We know

that we can’t solve this social issue alone and we continue

to support government agency initiatives focused on digital

equity. We gave close to half a million dollars to organisations

and charities working within their communities to help close

the digital divide.

Our people remain highly engaged. Overall engagement

rose to 8.7 out of ten, up from 8.5 in FY22. This puts us

within the top 10% of the international technology company

sector we benchmark ourselves against. Our Net Promoter

Score increased from 64 to 70, keeping us in the top 5% of

the technology sector. About a third of our people took up

the opportunity to participate in education programmes to

increase awareness of Te Ao and Te Reo Maori during the year.

The Board sets measurable objectives to promote diversity

and inclusion. Women represented 42% of employees in April

2023, up from 41% the year before. The biggest change was

in the people leaders’ population, with women increasing 3%

to represent 39%. This is close to our objective of a 40:40:20

split of people leaders by 2023

5

.

For more detail on our environmental, social

and governance (ESG) performance during FY23

please see our standalone Sustainability Report at

https://company.chorus.co.nz/sustainability

Shifting to a nimbler Chorus

As consumers’ needs evolve, Chorus needs to change

too. Our previous operating model was focused on cost

effectively delivering large, long term, stable programmes

and won’t be as effective in the future as it has been to date.

With the fibre rollout completed and the regulatory

framework now in place, we’re adopting a new operating

structure that will help us streamline the way we respond

to our retailer customers and deliver better consumer

outcomes. This involves changing our vertically integrated

network and product business units to drive greater cross-

functional collaboration.

We’ve created three new teams focused on key ‘value streams’:



A

ccess - responsible for our high-volume products and

tasked with maximising fibre uptake


Infrastructure – charged with leveraging our network and

assets to grow new revenues


Fi

bre Frontier – directing the extension of our fibre coverage

and eventual retirement of our regional copper network

In addition, accountability for strategy, enterprise

performance, customer experience and marketing has been

combined with Finance under an expanded Chief Operating

Officer role. This is led by Mark Aue. He joined us in April and

was previously chief executive of retail service provider and

mobile network operator 2degrees. Other senior executives

will continue to lead our Technology, Network Operations,

People and Culture, Legal, Regulatory and Stakeholder

Engagement functions.

5 40% men, 40% women, 20% of any/either gender.

Annual Report 20238
Market dynamics

We’re focused on continuing to grow uptake of our network

so its socio-economic benefits can help power Aotearoa’s

digital future. Our copper withdrawal programme will keep

driving fibre uptake in our urban areas and we’re continuing

to be an active wholesaler. Our latest New Zealand runs on

fibre advertising campaign showcases some of the ways fibre

is now used by about three million Kiwis. Market data shows

that consumers value fibre’s reliability and speeds.

We’re cognisant that there are shadows over the wider

economy. We see inflationary pressures across our business

through direct labour costs and our service companies.

There are signs too that our housing development pipeline

is slowing from its recent peak. We know consumers face

economic pressures and, although we’re increasing prices on

some fibre plans by inflation from 1 October, we’ll again hold

the wholesale price of our entry level 50Mbps Home Fibre

Starter plan at its current level.

While Commerce Commission reporting shows no other

technology beats fibre for reliability and capability, we

know that the evolution of 5G fixed wireless will bring

more competition from mobile network operators. The

Commission’s oversight of marketing practices will be

integral to ensuring that vertically integrated providers don’t

use their direct consumer relationships to unfairly undermine

the open access fibre regime the government created in

2011.

The gap between network capability and in-home Wi-Fi

performance is another area that requires ongoing focus

from the industry and government. The age and quality of

home Wi-Fi devices is a potential handbrake on consumers

enjoying the full benefits of the investment made in fibre.

While some retailers are providing Wi-Fi 6 capable mesh

devices, the next generation of Wi-Fi 6E devices could enable

peak speeds of 2Gbps by using 6GHz spectrum to provide

greater bandwidth.

Leading tech countries have already taken the step to

release the entire 6GHz band for this purpose, because they

recognise Wi-Fi is critical to the consumer experience and

ongoing technology innovation. However, to date, the New

Zealand government has opted to release only the lower

6GHz band for Wi-Fi and other unlicensed use.

Regulatory framework

We’re now halfway through our first three-year regulatory

period under a utility-style framework for fibre. In May, we

lodged our Information Disclosure reporting for the 2022

calendar year showing the regulated asset base had grown

from $5.4 billion to $5.7 billion and that we under-earned our

allowable revenue by about $47 million.

In October 2023, we’ll submit our proposal for the expenditure

and investment we anticipate for the next four-year regulatory

period from 2025 to 2029. This is a significant undertaking as

we seek to forecast consumer demands and expectations.

As we know from the effect of Netflix and Fortnite on peak-

time bandwidth, it only takes one new application to change

consumer behaviour almost overnight.

That’s why we’ve been surveying consumers as part of our

proposal development and to help evaluate longer-term

opportunities for investment.

Long-term planning about the management of our assets

is also a key consideration. We’re enhancing our asset

management capability and practices to provide a strong

focus on network operation and lifecycle management. At

the same time, the extreme weather events in early 2023 have

given our network planning team some valuable insights into

how we could develop our approach to network resilience.

An opportunity to take fibre further

In December, the Government released its Lifting

Connectivity in Aotearoa New Zealand paper, setting out

their intent to improve digital connectivity over the next

decade. The paper highlights the need to provide enduring

solutions that can meet future growth in demand for

increased speed and capacity.

A report we commissioned from the New Zealand Institute of

Economic Research calculated a $16.5 billion benefit for rural

homes and businesses over the next decade if they had high-

capacity broadband. That equates to a $6,500 annual benefit

to households better able to access broader employment

opportunities and the ability to use online services for

telemedicine, banking and government agencies.

Europe’s ambition is gigabit coverage for all households

by 2030, with some countries targeting 99% population

coverage with fibre. That’s probably too high for New

Zealand given our challenging topography and generally

lower population density, but we believe we could reach at

least 90% of Kiwis with fibre under the right regulatory and

policy settings. That would require an investment in the order

of $500 million to reach 75,000 premises.

We believe it’s time for a broader discussion about the right

mix of private and public investment that can achieve the

government’s goals and close the digital divide for more Kiwis.

JB Rousselot

Chief Executive

Outlook

Annual Report 20239
Our strategic focus

Sustainability is integrated into our business strategy, with three pillars representing

our commitment to improving environmental, social, and governance performance:

Thriving Environment; Sustainable Digital Futures; and Thriving People.

While the three pillars of our Sustainability strategy are enduring, the activities within them will evolve over time

to ensure we continue to be responsive to changing operating environment and the needs of our stakeholders.

Our Sustainability strategy sits alongside our Diversity, Equity and Inclusion Strategy which informs how we develop

strong connections with Māori and builds our understanding of Te Ao Māori.

Annual Report 202310

Annual Report 202311
Management

commentary

12 In summary

13 Revenue commentary

14 Expenditure commentary

17 Capital expenditure commentary

19 Long term capital management

Annual Report 202312
2023

$M

2022

$M

Operating revenue980965

Operating expenses(308)(290)

Earnings before interest, income tax, depreciation and amortisation672675

Depreciation and amortisation(446)(427)

Earnings before interest and income tax226248

Net finance expense(195)(142)

Net earnings before income tax31106

Income tax expense(6)(42)

Net earnings for the year2564

In summary

1 Partly subsidised education connections are excluded from this data.

We report earnings before interest, income tax, depreciation,

and amortisation (EBITDA) of $672 million for the year

ended 30 June 2023 (FY23), a decrease of $3 million from

FY22 EBITDA of $675 million. When $10 million of costs for

extreme weather events and operating model change are

excluded, underlying EBITDA for FY23 was $682 million.

This was a $22 million increase on underlying FY22 EBITDA

of $660 million.

Revenues increased by $15m to $980 million. This was driven

by an inflation-related price increase to some services in

October 2022 and growing uptake of higher value Hyperfibre

and 1Gbps services. Consumers were provided with $1 million

of credits for disrupted service due to Cyclone Gabrielle.

Operating expenses of $308 million were $18 million greater

than FY22. FY22 included the benefit of a $9 million release

of a holiday pay provision. FY23 costs for extreme weather

events were $6 million and operating model change costs

were $3 million.

Net profit after tax was $25 million compared to $64 million in

FY22. This decrease reflected interest rate rises and increased

depreciation expense due to the accelerated depreciation of

copper cables in areas where fibre is available.

Capex spend was $454 million for FY23. This was a $38 million

decrease from FY22, largely due to the end of the UFB rollout.

We will pay a final unimputed dividend of 25.5 cents per

share on 10 October 2023 resulting in a full-year dividend of

42.5 cents per share.

Connections

2023

Connections

2022

Connections

2021

Fibre broadband (GPON)1,021,000949,000860,000

Fibre premium (P2P)10,00010,00011,000

Copper VDSL83,000118,000157,000

Copper ADSL84,000122,000163,000

Data services over copper1,0002,0002,000

Unbundled copper-1,00010,000

Baseband copper72,000102,000137,000

Total fixed line connections

1

1,271,0001,304,0001,340,000


Management commentary

Annual Report 202313
Revenue commentary

2023

$M

2022

$M

Fibre broadband (GPON)622548

Copper based broadband117153

Fibre premium (P2P)6866

Copper based voice3952

Field services products7071

Value added network services2627

Infrastructure3130

Data services over copper46

Other312

Total revenue980965

Revenue overview

Chorus’ product portfolio encompasses a range of wholesale

broadband, data and voice services across a mix of regulated

and commercial products. Revenues of $980 million

increased by $15 million from $965 million in FY22.

This increase reflects a growing base of fibre connections

and inflation-related price increases.

In our fibre areas broadband connections grew by 22,000,

with total broadband connections nationally remaining

steady at 1,188,000. We ended the year with 1,271,000

fixed line connections, down 33,000 lines compared with a

reduction of 36,000 lines in FY22. Most of this reduction is in

areas where Chorus does not have fibre available.

Fibre broadband (GPON)

Fibre broadband revenues continue to grow as customers

migrate to our fibre network. Fibre broadband connections

grew by 72,000 to 1,021,000, with 91% of residential and

business connections on plans of 300Mbps and above.

Average fibre monthly revenue per user grew from $50.67 to

$53.25 in FY23. This was driven by an inflation related price

increase to some services in October 2022 and uptake of the

higher value 1Gbps service, which is now 24% of our fibre

connection base.

Field services products

Field services revenue remained stable in FY23, decreasing

by $1 million relative to $71 million in FY22. New property

revenues grew from $28 million in FY22 to $33 million in

FY23. This was offset by a reduction in roadworks, installation

and chargeable maintenance activity.

Fibre premium (P2P)

Fibre premium (point to point) revenues increased slightly in

FY23 as demand grew for Direct Fibre Access Service, mobile

access and other backhaul connections.

Value added network services

Value added network services revenue was slightly lower in

FY23 due to reduced demand for legacy backhaul products.

Infrastructure

Demand for new equipment space in exchanges contributed

to a $1 million increase in revenues. This offset the decline in

demand for legacy copper-related space.

Data services over copper

Data services over copper connections continue to decline

as consumers migrate from legacy services to cheaper fibre

based or alternative services.

Other

Other income was lower in FY23 because FY22 included

$9 million of favourable one-off transactions.

Annual Report 202314
Expenditure commentary

Operating expenses

2023

$M

2022

$M

Labour 7664

Network maintenance 6059

Information technology 4250

Other network costs 3729

Rent, rates and property maintenance 2628

Electricity 1917

Advertising 1311

Provisioning11

Insurance54

Consultants98

Regulatory levies99

Other1110

Total operating expenses308290

Total operating expenses of $308 million in FY23 increased by

$18 million compared to $290 million in FY22. This difference

largely reflects a $6m impact from extreme weather events in

FY23, $3 million of operating model change costs and a $9m

holiday pay provision recognised in FY22.

Labour

Labour costs increased by $12 million in FY23 from $64 million

in FY22. FY22 included a one-off benefit of $9 million after a

judicial ruling on the interpretation on the Holidays Act.

At 30 June 2023, we had 846 permanent and fixed term

employees representing a 6% increase from 799 employees

at 30 June 2022. The increase largely reflects additional

resourcing to support the implementation of the new

fibre regulatory framework and IT contractors becoming

full

-time employees.

We capitalise labour costs and the associated overheads in

relation to build and connection activity.

Network maintenance

Network maintenance costs increased by $1 million from

FY22. FY23 includes $3 million of expenditure in relation to

extreme weather events. Overall fault volumes continued to

trend down as customers migrate to the fibre network, while

average fault costs increased with changes in mix to more

expensive faults and inflationary cost increases.

Information technology

Information technology costs were $42 million, down

$8 million compared to FY22. This largely reflects the release

of a software provision initially recognised in FY22 and

savings from migration off legacy systems.

Other network costs

Other network costs were $8 million higher than FY22.

This was due to costs for extreme weather events and

network and property optimisation costs as we exit copper

assets. Other network costs include costs associated with

service partner contracts, fibre access from third parties,

roadworks and other network relocation projects, fibre order

cancellations, network spares, and network and property

optimisation costs.

Electricity

Electricity costs were up $2 million in FY23 from $17 million

in FY22.

Rent, rates and property maintenance

Extreme weather event costs of $1m were incurred for

property maintenance.

Advertising

Advertising costs were $13 million in FY23, up from $11 million

in FY22 when COVID-19 reduced in-market activity.

Annual Report 202315
Depreciation and amortisation expense

2023

$M

2022

$M

Estimated useful

life (years)

Weighted average

useful life (years)

Depreciation

Fibre cables

12812220–3020

Ducts, poles and manholes646120–5049

Copper cables766110–2522

Cabinets18225–2019

Network electronics67622–2510

Right of use assets13154–5028

Other14154–2515

Buildings445050

Less: Crown funding(29)(27)

Total depreciation355335

Amortisation expense

Software

61622-104

Customer retention30301-44

Total amortisation expense9192

Total depreciation and amortisation expense446427

During FY23, $454 million of expenditure on network assets

and software was capitalised. The ‘UFB communal’ and

‘Fibre connections and fibre layer 2’ included in ‘fibre’ capital

expenditure was largely capitalised against the network

assets categories of fibre cables (30%) and ducts, poles

and manholes (26%). The average depreciation rate for UFB

communal infrastructure spend is based on an estimated life

of 41 years, reflecting the very high proportion of long-life

assets constructed.

With the commencement of Chorus’ copper withdrawal

programme, Chorus has revised the depreciation profile for

copper assets in areas where fibre is available. Depreciation

of copper cables is accelerated so those in Chorus UFB areas

will be fully depreciated by June 2025, and those in local

fibre company areas by June 2026. Depreciation of copper

related ducts in local fibre company areas is accelerated from

FY24 so they will be fully depreciated by June 2026.

Software and other intangibles largely consist of the software

components of billing, provisioning and operational systems,

including spend on Spark owned systems.

Chorus expects that incremental costs incurred in

acquiring new contracts with new and existing customers

are recoverable. These costs are capitalised as customer

retention assets and amortised against revenue or within

amortisation expense, depending on their nature. In the

period to 30 June 2023, $30 million was recognised to

amortisation expense.

The offset of Crown funding against depreciation

will continue to amortise as a credit to the associated

depreciation expense.

The weighted average useful life represents the useful life in

each category weighted by the net book value of the assets.

Annual Report 202316
Finance income and expense

(Income)/expense

2023

$M

2022

$M

Finance income(4)–

Finance expense

Interest on syndicated bank facility

2 6

Interest on Euro Medium Term Notes (EMTN)93 51

Interest on fixed rate NZD bonds32 32

Other interest expense35 23

Capitalised interest(1)(2)

Interest costs161 110

Ineffective portion of changes in fair value of cash flow hedges(7)(7)

Total finance expenses excluding securities (notional) interest154103

CIP securities (notional) interest4539

Total finance expense199142

Finance expense increased by $57 million from FY22 due to

increasing interest rates and refinancing activities during FY23.

Interest costs increased by $51 million year on year with the

weighted effective interest rate on debt increasing to 5.40%

from 3.77% in FY22.

EUR 291 million of the 2023 EMTN was repurchased in

September 2022 and a EUR 500 million EMTN, maturing in

2029, was issued. Chorus fully hedges the foreign exchange

exposure on all EMTN with cross-currency interest rate swaps.

Approximately two-thirds of floating interest rate exposure is

hedged using interest rate swaps.

Other interest expense includes lease interest of $11 million

(FY22: $15 million) and amortisation arising from the

difference between fair value and proceeds realised from

interest rate swap resets of $7 million (FY22: $7 million).

Taxation

The FY23 effective tax rate is 19% (FY22: 39%). The decrease

reflects a deferred tax re-assessment in relation to Chorus’

buildings, following the implementation of a revaluation policy.

Excluding the deferred tax re-assessment, the normalised

effective tax rate for FY23 was 51%, higher than the statutory

tax rate of 28% due to permanent differences between tax and

accounting arising from the tax treatment of the CIP securities,

Crown funding for the Rural Broadband Initiative (RBI) and the

West Coast and Southland Network (WCSN).

The interest expense and depreciation credit recognised

in the profit and loss in relation to CIP securities are non-

taxable as confirmed via binding rulings issued by the IRD.

RBI and WCSN assets are funded by non-taxable government

grants and the amortisation of the government grants along

with the accounting depreciation recognised in the profit and

loss are non-taxable and no tax depreciation is claimed on

the assets.

Annual Report 202317
Capital expenditure commentary

2023

$M

2022

$M

Fibre355403

Copper3338

Common6651

Gross capital expenditure454492

2 Layer 2 equipment, such as gigabit capable passive optical network ports, is installed ahead of demand as the UFB footprint expands.

3

E

xcluding layer 2 and backbone costs for multi dwelling units and rights of way and including standard installations and some non-standard

single dwellings and service desk costs.

Gross capital expenditure for FY23 was $454 million, down

$38 million from FY22. Fibre spend decreased $48 million

largely due to the completion of the UFB rollout. Copper

related expenditure reduced by $5 million from FY22 as

copper connections continue to reduce. Crown funding of

$39 million was recognised for the UFB rollout and $2 million

for the WCSN build.

Fibre capital expenditure

2023

$M

2022

$M

UFB communal577

Fibre installations and fibre layer 2

2

193195

Fibre products and systems1012

Other fibre and growth10579

Network sustain1213

Customer retention costs3027

Total fibre capital expenditure355403

UFB communal network spend was $5 million in FY23, down

from $77 million in FY22.

Fibre installations and layer 2 expenditure was $193 million.

About 92,000 fibre installations were completed nationwide.

The average cost per premises installation in UFB areas

was $1,067

3

, which was within the FY23 guidance range of

$1,000 to $1,115.

$32 million was invested in ‘backbone’ network to enable the

connection of multiple customers located along rights of

way and multi dwelling units.

Other fibre and growth increased $26 million compared

to FY22, mainly due to strong new property development

demand and upgrades to core and metro transport electronics.

Customer retention costs increased by $3 million due to

more market activity in FY23 than the prior year.

Annual Report 202318
Copper capital expenditure

2023

$M

2022

$M

Network sustain2727

Copper connections11

Copper layer 213

Customer retention costs47

Total copper capital expenditure3338

Copper capital expenditure decreased by $5 million in FY23, largely due to lower customer retention costs.

Common capital expenditure

2023

$M

2022

$M

Information technology4432

Building and engineering services2219

Total common capital expenditure6651

Information technology spend increased by $12 million in FY23 due to lifecycle upgrade of equipment and investment

enabling reduced reliance on third party legacy systems.

Annual Report 202319
Long term capital management

We will pay a final unimputed dividend of 25.5 cents per

share on 10 October 2023 to all shareholders registered at

5.00pm 12 September 2023. The shares will be quoted on an

ex-dividend basis from 11 September 2023. As the dividend is

unimputed, there will be no supplementary dividend payable

to shareholders outside of New Zealand.

The dividend reinvestment plan will not be available for the

final dividend.

Dividend guidance for FY24 has been set at 47.5 cents per

share, subject to no material adverse changes in circumstance

or outlook. The FY24 dividend will be unimputed.

The Board considers that a ‘BBB’ or equivalent credit rating

is appropriate for a company such as Chorus. It intends

to maintain capital management and financial policies

consistent with these credit ratings. It is Chorus’ intention

that in normal circumstances the ratio of net debt to EBITDA

will not materially exceed 4.75 times.

At 30 June 2023, we had a long-term credit rating of BBB/

stable outlook by Standard & Poor’s and Baa2/stable by

Moody’s Investors Service.

Annual Report 202320

Annual Report 202321
Consolidated financial

statements

22 Independent auditor’s report

25 Consolidated income statement

25 Consolidated statement of

comprehensive income

26 Consolidated statement

of financial position

27

Consolidated statement

of changes in equity

28 Consolidated statement of cash flows

30 Notes to the consolidated

financial statements

Annual Report 202322
Independent auditor’s report

To the shareholders of Chorus Limited

Report on the consolidated financial statements

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We believe

that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with

Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (Including International

Independence Standards) (New Zealand) issued by the

New Zealand Auditing and Assurance Standards Board and

the International Ethics Standards Board for Accountants’

International Code of Ethics for Professional Accountants

(including International Independence Standards) (‘IESBA Code’),

and we have fulfilled our other ethical responsibilities in

accordance with these requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in

the Auditor’s responsibilities for the audit of the consolidated

financial statements section of our report.

Our firm has also provided other services to the group in

relation to regulatory assurance. Subject to certain restrictions,

partners and employees of our firm may also deal with the

group on normal terms within the ordinary course of trading

activities of the business of the group. These matters have not

impaired our independence as auditor of the group. The firm

has no other relationship with, or interest in, the group.

Materiality

The scope of our audit was influenced by our application of

materiality. Materiality helped us to determine the nature,

timing and extent of our audit procedures and to evaluate

the effect of misstatements, both individually and on the

consolidated financial statements as a whole. The materiality

for the consolidated financial statements as a whole was set

at $8.5 million determined with reference to a benchmark of

Group revenue. We chose the benchmark because, in our

view, this is a key measure of the Group’s performance.

Key audit matters

Key audit matters are those matters that, in our professional

judgement, were of most significance in our audit of the

consolidated financial statements in the current period.

We summarise below those matters and our key audit

procedures to address those matters in order that the

shareholders as a body may better understand the process

by which we arrived at our audit opinion. Our procedures

were undertaken in the context of and solely for the purpose

of our statutory audit opinion on the consolidated financial

statements as a whole and we do not express discrete opinions

on separate elements of the consolidated financial statements.

Opinion

In our opinion, the accompanying consolidated financial

statements of Chorus Limited (the ’company’) and its

subsidiaries (the ‘Group’) on pages 25 to 57 present

fairly, in all material respects:

i.

the Group’s financial position as at 30 June 2023 and

its financial performance and cash flows for the year

ended on that date;

ii. in accordance with New Zealand Equivalents to

International Financial Reporting Standards (NZ IFRS)

and International Financial Reporting Standards issued

by the New Zealand Accounting Standards Board.

We have audited the accompanying consolidated financial

statements which comprise:

— the consolidated statement of financial position as at

30 June 2023;


t

he consolidated income statement, statements of

other comprehensive income, changes in equity and

cash flows for the year then ended;and


notes, including a summary of significant accounting

policies.

Annual Report 202323
The key audit matterHow the matter was addressed in our audit

Recoverability of assets

Refer to Note 1 and 2 to the Financial Statements.

Capitalisation and the carrying value of assets are a key

audit matter due to the significance of assets to the

Group’s consolidated statement of financial position,

and due to the judgement involved in determining the

carrying value of the assets, principally:

—decision to capitalise or expense costs relating

to the network. This depends on whether the

expenditure is to enhance the network (capitalise)

or to maintain the current operating capability of

the network (expense);

—estimation of the stage of completion of assets

under construction;

—estimation of the useful life of the asset once the

costs are capitalised;

—obsolescence and impairment risk; and

—uncertainty of the impact of ongoing

technological change,transitioning to a new

regulated model, movement towards a fibre

future and RSP/LFC behaviour.

Our audit procedures included:

—examining that the controls to recognise capital projects in the fixed asset register

and to monitor labour costs capitalised throughout the year and the approval of

the asset life annual review are effective.

—assessing the nature of costs incurred in capital projects by checking a sample of

costs to invoice to determine whether the description of the expenditure met the

capitalisation criteria.

—assessing, on a sample basis, whether labour rates applied in capitalising employee

and contractor time were consistent with employee career level and contracts or

invoices.

—e

xamining, on a sample basis, that labour costs capitalised, at an individual

employee/contractor level did not exceed an individual’s salary or invoiced time.

Evaluating a sample of assets under construction in which no costs had been

incurred in the final six months of the financial reporting period. We challenged

the status of those assets under construction to determine whether they remained

appropriately capitalised.

—assessing, on a sample basis, whether the accruals recorded for assets under

construction were calculated in accordance with the progress of construction and

the arrangements with external suppliers.

—a

ssessing the useful economic lives of the assets, by comparing to our knowledge

of the business and its operations and industry benchmarks.

Revaluation of land and buildings

Refer to Note 1 to the Financial Statements.

Chorus has adopted a change in accounting policy,

effective 30 June 2023, whereby land and buildings

are recorded at fair value.

As at 30 June 2023 the fair value of the revalued

assets was $357 million (30 June 2022 carrying value

at cost: $75 million).

The change in accounting policy and valuation of

these assets is considered a key audit matter due to

the magnitude, complexity and judgement involved

in the determining the assets current fair value

and the significance of the assets to the Group’s

consolidated statement of financial position.

Our audit procedures included:

—a

ssessing the support for the change in accounting policy.

—assessing the competency, objectivity, and independence of external valuer

engaged by management.

—assessing that the valuation methodology applied is in accordance with valuation

and accounting standards and suitable for determining the fair value of the assets,

by comparing to our understanding of the business and industry practices.

—reconciling the asset holdings in the Group’s fixed asset register to the listing of

assets valued by external valuer to confirm all relevant land and buildings have

been included in the valuation exercise.

—evaluating the valuation of a sample of assets and assessing the inputs used in the

valuation of the assets. On a sample basis we compared key assumptions to market

evidence and applicable source data.

—e

xamining that the valuation adjustments have been correctly accounted for within

the Revaluation Reserve and Statement of Comprehensive Income.

—assessing the disclosures in the financial statements to determine whether these

are in accordance with the applicable accounting standard.

Chorus Funding

Refer to Note 4, 6, 7 and 19 to the Financial Statements.

At 30 June 2023, Chorus had external borrowings of

$2,528 million (30 June 2022: $2,322 million), Crown

funding of $948 million (30 June 2022: $936 million),

CIP securities of $697 million (30 June 2022:

$613 million) and net derivative financial assets of

$65 million (30 June 2022: Net derivative financial

assets of $19 million).

The external borrowings, CIP securities,

cross‑currency and interest rate derivatives are a key

audit matter due to their significance to the Group’s

consolidated statement of financial position and the

complexity and judgement involved in determining

the appropriate valuation and accounting treatment

for the CIP securities and cross

‑currency and interest

rate derivatives.

Our audit procedures to assess the valuation and accounting treatment for the

Group’s interest rate derivatives and CIP securities included:

—O

ur financial instrument specialists re

‑v

aluing all interest rate derivatives using

valuation models and inputs independent from those utilised by management.

—Agreeing the terms of the derivatives to the confirmation provided by the derivative

counterparty.

—E

xamining the hedge documentation for new debt instruments and associated

derivatives against the requirements of IFRS 9.

—E

valuating the hedge effectiveness of the interest rate derivatives hedging the EUR

denominated Euro Medium Term Notes, the NZD Bond 2028 and the NZD Bond 2030.

In all instances, our financial instrument specialists assessed the effectiveness of

these hedges by independently modelling the future changes in the value of these

instruments to assess whether the underlying derivatives were effective.

—A

ssessing the accounting treatment of the CIP securities. We read the underlying

loan agreement and analysed the various features of the loan agreement to

determine whether the CIP securities were a debt or equity instrument.

—Evaluating the valuation of the CIP securities. Our valuation specialists assessed the

methodology used by management for determining the amounts allocated to debt

and government grant.

—A

ssessing the inputs used in the valuation of the CIP securities. On a sample

basis we compared interest rates and credit spreads to independent sources of

information to determine an acceptable range of valuation inputs.

—C

onfirming debt to external support, sighting repayments and reviewing

compliance with covenant requirements.

Annual Report 202324
Other information

The Directors, on behalf of the Group, are responsible for

the other information included in the entity’s Annual Report

information includes Chorus’ operating, marking and regulatory

overviews, management commentary and disclosure relating to

corporate governance and statutory information. Our opinion

on the consolidated financial statements does not cover any

other information and we do not express any form of assurance

conclusion thereon.

In connection with our audit of the consolidated financial

statements our responsibility is to read the other information

and, in doing so, consider whether the other information

is materially inconsistent with the consolidated financial

statements or our knowledge obtained in the audit or otherwise

appears materially misstated. If, based on the work we have

performed, we conclude that there is a material misstatement

of this other information, we are required to report that fact.

We have nothing to report in this regard.

Use of this independent auditor’s report

This independent auditor’s report is made solely to the

shareholders as a body. Our audit work has been undertaken

so that we might state to the shareholders those matters we are

required to state to them in the independent auditor’s report

and for no other purpose. To the fullest extent permitted by law,

we do not accept or assume responsibility to anyone other than

the shareholders as a body for our audit work, this independent

auditor’s report, or any of the opinions we have formed.

Responsibilities of the Directors for the

consolidated financial statements

The Directors, on behalf of the Group, are responsible for:

— the preparation and fair presentation of the consolidated

financial statements in accordance with generally accepted

accounting practice in New Zealand (being New Zealand

Equivalents to International Financial Reporting Standards)

and International Financial Reporting Standards issued by the

New Zealand Accounting Standards Board;

— i

mplementing necessary internal control to enable the

preparation of a consolidated set of financial statements that

is free from material misstatement, whether due to fraud or

error; and

— a

ssessing the ability to continue as a going concern.

This includes disclosing, as applicable, matters related

to going concern and using the going concern basis of

accounting unless they either intend to liquidate or to cease

operations or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the

consolidated financial statements

Our objective is:

— to obtain reasonable assurance about whether the financial

statements as a whole are free from material misstatement,

whether due to fraud or error; and

— to issue an independent auditor’s report that includes

our opinion.

Reasonable assurance is a high level of assurance but is not a

guarantee that an audit conducted in accordance with ISAs NZ

will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered

material if, individually or in the aggregate, they could reasonably

be expected to influence the economic decisions of users taken

on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of these

consolidated financial statements is located at the External

Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this

independent auditor’s report is David Gates.

For and on behalf of

KPMG

Wellington

21 August 2023

Annual Report 202325
Consolidated income statement

For the year ended 30 June 2023

Notes

2023

$M

2022

$M

Operating revenue9980 965

Operating expenses10(308)(290)

Earnings before interest, income tax, depreciation and amortisation672 675

Depreciation1,7(355)(335)

Amortisation2,3(91)(92)

Earnings before interest and income tax226 248

Finance income4 –

Finance expense4(199)(142)

Net earnings before income tax31 106

Income tax expense14(6)(42)

Net earnings for the year25 64

Earnings per share

Basic earnings per share (dollars)

170.06 0.14

Diluted earnings per share (dollars)170.05 0.11

Consolidated statement of comprehensive income

For the year ended 30 June 2023

Notes

2023

$M

2022

$M

Net earnings for the year25 64

Other comprehensive income

Movements in effective cash flow hedges

193 96

Amortisation of de‑designated cash flow hedges transferred to consolidated income statement195 5

Movement in cost of hedging reserve19(3)10

Items that will be reclassified subsequently to Income statement when specific conditions

are met net of tax

5 111

Net revaluation of land and buildings265 –

Items that will not be reclassified subsequently to Income statement when specific conditions

are met net of tax

265 –

Total comprehensive income for the year net of tax295 175

The accompanying notes are an integral part of these consolidated financial statements.

Annual Report 202326
Consolidated statement of financial position

As at 30 June 2023

Notes

2023

$M

2022

$M

Current assets

Cash and call deposits

1576 88

Trade and other receivables11153 125

Derivative financial instruments1943 9

Assets held for sale1 –

Total current assets273222

Non-current assets

Derivative financial instruments

19116 120

Trade and other receivables11–1

Customer retention assets360 59

Software and other intangible assets2146 152

Network assets15,2135,190

Land and buildings135775

Total non-current assets5,892 5,597

Total assets6,1655,819

Current liabilities

Trade and other payables

12280 264

Lease payable513 13

Derivative financial instruments191 –

Debt4368 190

Total current liabilities excluding Crown funding662 467

Crown funding728 27

Total current liabilities690 494

Non-current liabilities

Trade and other payables

1211 16

Deferred tax liability14363 342

Derivative financial instruments1993 110

Lease payable5168 174

Debt42,160 2,132

Total non-current liabilities excluding CIP and Crown funding2,795 2 ,774

Crown Infrastructure Partners (CIP) securities6697 613

Crown funding7920 909

Total non-current liabilities4,412 4,296

Total liabilities5,102 4,790

Equity

Share capital

16589 682

Reserves331 60

Retained earnings143 287

Tot al e quit y 1,063 1,029

Total liabilities and equity6,165 5,819

The accompanying notes are an integral part of these consolidated financial statements.

The consolidated financial statements are approved and signed on behalf of the Board.

Mark Cross

Chair

Authorised for issue on 21 August 2023

Kate Jorgensen

Chair, Audit and Risk Management Committee

Annual Report 202327
Consolidated statement of changes in equity

For the year ended 30 June 2023

Notes

Share

capital

$M

Revaluation

reserve

$M

Other

reserves

$M

Retained

earnings

$M

Total

$M

Balance at 1 July 2021689 –(51)351 989

Comprehensive income

Net earnings for the year

–––64 64

Other comprehensive income

Movement in cash flow hedge reserve

19––96 –96

Amortisation of de‑designated cash flow hedges

transferred to Income statement

19––5 –5

Movement in cost of hedging reserve19––10 –10

Total comprehensive income––111 64 175

Contributions by and (distributions to) owners:

Dividends

16–––(128)(128)

Supplementary dividends–––(14)(14)

Tax credit on supplementary dividends–––14 14

Dividend reinvestment plan1631 –––31

Share buy‑back16(38)–––(38)

Total transactions with owners(7)––(128)(135)

Balance at 30 June 2022682 –60 287 1,029

Comprehensive income

Net earnings for the year

–––25 25

Other comprehensive income

Movement in cash flow hedge reserve

19––3 –3

Amortisation of de‑designated cash flow hedges

transferred to Income statement

19––5 –5

Movement in cost of hedging reserve19––(3)–(3)

Movement in revaluation reserve1,14–265 ––265

Total comprehensive income–265 5 25 295

Contributions by and (distributions to) owners:

Dividends

16–––(169)(169)

Dividend reinvestment plan169 –––9

Share buy‑back16(101)–––(101)

Shares issued under LTI scheme16(1)–1 ––

Total transactions with owners(93)–1 (169)(261)

Balance at 30 June 2023589 265 66 143 1,063

The accompanying notes are an integral part of these consolidated financial statements.

Annual Report 202328
Consolidated statement of cash flows

For the year ended 30 June 2023

Notes

2023

$M

2022

$M

Cash flows from operating activities

Cash was provided from/(applied to):

Receipts from customers

973 977

Payment to suppliers and employees(311)(295)

Interest paid(138)(98)

Interest received4 –

Taxation paid (4)(14)

Net cash flows provided from operating activities524 570

Cash flows applied to investing activities

Cash was provided from/(applied to):

Purchase of network and intangible assets

(495)(518)

Disposal of network and intangible assets –3

Capitalised interest paid(1)(2)

Net cash flows applied to investing activities(496)(517)

Cash flows from financing activities

Cash was provided from/(applied to):

Payment of lease liabilities

(15)(14)

Crown funding (including CIP securities)84 81

Proceeds from debt 811 50

Repayment of debt(659)–

Repurchase of shares(101)(38)

Dividends paid(160)(97)

Net cash flows applied to financing activities(40)(18)

Net cash flows(12)35

Cash at the beginning of the year88 53

Cash at the end of the year1576 88

Reconciliation of net earnings to net cash flows from operating activities

Notes

2023

$M

2022

$M

Net earnings for the year25 64

Adjustment for:

Depreciation of network assets

1384 362

Amortisation of Crown funding7(29)(27)

Amortisation of software and other intangible assets261 62

Amortisation of customer retention assets333 34

Deferred income tax 142 45

Ineffective portion of changes in fair value of cash flow hedges4(7)(7)

Amortisation of non‑cash finance expenses10 10

CIP securities (notional) interest445 39

Other5 (3)

529 579

Change in current assets and liabilities:

Increase in trade and other receivables

11(27)(2)

Increase in operating trade payables 1222 10

Increase in income tax receivable–(4)

Decrease in income tax payable–(13)

(5)(9)

Net cash flows from operating activities524 570

The accompanying notes are an integral part of these consolidated financial statements.

Annual Report 202329
Reconciliation of movements of liabilities to cash flows arising from financing activities

Debt

$M

Crown funding

$M

CIP securities

$M

Lease payable

$M

Share capital

$M

Retained earnings

$M

Balance at 1 July 20212,373 906 545 264 689 351

Movements from financing cash flows

Payment of lease liabilities

–––(14)––

Proceeds from debt50 54 27 –––

Repurchase of shares––––(38)–

Dividends paid–––––(97)

Total changes from financing cash flows50 54 27 (14)(38)(97)

Other cash flows

Interest paid on leases

–––(15)––

Non-cash movements

Movements in fair value (including foreign

exchange rates)

(105)–––––

Transaction costs and amortisation related to

financing

(4)(27)39 –––

Accruals–3 2 –––

Dividend reinvestment plan––––31 (31)

Lease movements–––(48)––

Net earnings for the year ended 30 June 2022–––––64

Balance at 30 June 20222,322 936 613 187 682 287

Movements from cash flows

Payment of lease liabilities

–––(15)––

Proceeds from debt811 45 39 –––

Repayment of debt(659)–––––

Repurchase of shares––––(101)–

Dividends paid–––––(160)

Total changes from financing cash flows152 45 39 (15)(101)(160)

Other cash flows

Interest paid on leases

–––(11)––

Non-cash movements

Movements in fair value (including foreign

exchange rates)

50 –––––

Transaction costs and amortisation related to

financing

4 (29)45 –––

Accruals–(4)––(1)–

Dividend reinvestment plan––––9 (9)

Lease movements–––20 ––

Net earnings for the year ended 30 June 2023–––––25

Balance at 30 June 20232,528 948 697 181 589 143

The accompanying notes are an integral part of these consolidated financial statements.

Annual Report 202330
Notes to the consolidated financial statements

Reporting entity and statutory base

Chorus includes Chorus Limited together with its subsidiaries.

Chorus is New Zealand’s largest fixed line communications

infrastructure business. It maintains and builds a network

predominantly made up of fibre and copper cables, local

telephone exchanges and cabinets.

Chorus Limited is a profit‑o

riented company registered in

New Zealand under the Companies Act 1993 and is a FMC

Reporting Entity for the purposes of the Financial Markets

Conduct Act 2013. Chorus Limited was established as a

standalone, publicly listed entity on 1 December 2011, upon its

demerger from Spark New Zealand Limited (Spark, previously

Telecom Corporation of New Zealand Limited). The demerger

was a condition of an agreement with Crown Infrastructure

Partners Limited (previously Crown Fibre Holdings) to enable

Chorus Limited to provide the majority of the Crown’s Ultra‑Fast

Broadband (UFB) network. Chorus Limited is listed and its

ordinary shares are quoted on the NZX main board equity

security market (NZX Main Board) and on the Australian Stock

Exchange (ASX) and has bonds quoted on the NZX and ASX

debt markets. American Depositary Shares, each representing

five ordinary shares (and evidenced by American Depositary

Receipts), are not listed but are traded on the over

‑t

he

‑c

ounter

market in the United States.

These consolidated financial statements (“financial statements”)

have been prepared in accordance with Generally Accepted

Accounting Practice in New Zealand (NZ GAAP) and Part 7 of

the Financial Markets Conduct Act 2013. They comply with

New Zealand equivalents to International Financial Reporting

Standards (NZ IFRS) as appropriate for profit‑oriented entities,

and with International Financial Reporting Standards.

These financial statements are expressed in New Zealand dollars.

All financial information has been rounded to the nearest million,

unless otherwise stated.

The measurement basis adopted in the preparation of these

financial statements is historical cost, modified by the revaluation

of financial instruments and land and buildings as identified in the

specific accounting policies below and the accompanying notes.

Accounting policies and standards

Accounting policies that summarise the measurement basis

used which are relevant to the understanding of the financial

statements are provided throughout the accompanying notes.

The accounting policies adopted and methods of computation

have been applied consistently throughout the periods presented

in these financial statements, except for the below change in

accounting policy.

Change in accounting policy

Chorus has adopted a revaluation policy for measuring land and

building at fair value, as at 30 June 2023. Previously, Chorus

measured land and buildings at depreciated historical cost.

This change in accounting policy applies prospectively and

the revaluation movement has been recognised in the current

year in the Consolidated statement of comprehensive income

(refer to note 1).

Climate impact

In preparing the financial statements, management has

considered climate‑related matters and disclosed as required

when the effect of those matters is material in the context of

the financial statements taken as a whole. In the year ended

30 June 2023 there was no material impact of climate related

matters. Although there was no material impact in the year,

extreme weather events occurred. Individually, these events did

not have a material impact on the financial statements.

Accounting estimates and judgements

In preparing the financial statements, management has made

estimates and assumptions about the future that affect the

reported amounts of assets and liabilities at the date of the

financial statements and the reported amounts of revenue and

expenses during the period. Actual results could differ from

those estimates.

Estimates and assumptions are continually evaluated and are

based on experience and other factors, including macro‑

e

conomic and market factors, and expectations of future

events that may have an impact on Chorus. All judgements,

estimates, and assumptions are believed to be reasonable based

on the most current set of circumstances available to Chorus.

The principal areas of judgement in preparing these financial

statements are set out below.

Network assets (note 1)

Assessing the carrying value of network assets for impairment

considerations which includes assessing the appropriateness

of useful life and residual value estimates of network assets,

the physical condition of the asset, technological advances,

regulation and expected disposal proceeds from the future sale

of the asset.

Annual Report 202331
Land and buildings (note 1)

Land and buildings are recorded at fair value. Fair value relating

to land and buildings is determined based on a periodic

independent valuation using a combination of an optimised

depreciated replacement cost, capitalised income, and a market

valuation approach. The valuation technique applied to each

asset is determined by the independent valuer, with input and

review by Chorus management who are familiar with the nature

of the assets. Valuations are performed every three years, or

more frequently where indicators exist that the carrying amount

of the asset materially differs from its fair value at the end of the

reporting period. This may be the result of external factors (e.g.

a volatile property market) or internal factors. In these instances

where indicators of material difference exist, a desktop valuation

may be obtained to appropriately adjust the carrying value of

the assets. The underlying assumptions used in the valuation are

reviewed at each reporting date to ensure the carrying value is

not materially different from the fair value.

Customer retention assets (note 3)

Assessing the carrying value of customer retention assets

for impairment considerations which includes assessing the

appropriateness of useful life, contract terms, revenue and

customer connections data.

Leases (note 5)

A significant portion of lease contracts contain options for

extension, which in turn require management to apply judgement

in assessing if these extensions are likely to be exercised.

Crown Infrastructure Partners (CIP) securities (note 6)

Determining the fair value of the CIP securities requires

assumptions on expected future cash flows and discount rates

based on future long dated swap curves.

Financial risk management (note 19 and 20)

Accounting judgements have been made in determining hedge

designation and the fair value of derivatives and borrowings.

The fair value of derivatives and borrowing are determined based

on valuation models that use forward‑looking estimates and

market observable data, to the extent that it is available.

Non-GAAP measures

Chorus use non‑GAAP measures that are not prepared in

accordance with NZ IFRS. Chorus believes these non‑GAAP

measures provide useful information to users of the financial

statements to assist in understanding the financial performance

of Chorus. These measures are also used internally to evaluate

the performance of Chorus and monitored for compliance

against debt covenants.

These measures should not be viewed in isolation or as a

substitute for measures reported in accordance with NZ IFRS

as they are not uniformly defined or utilised by all companies in

New Zealand or the telecommunications industry.

Earnings before interest and income tax (EBIT) and earnings

before interest, income tax, depreciation and amortisation

(EBITDA)

Chorus calculate EBIT by adding back finance expense and

income tax to, and subtracting finance income from, net

earnings. EBITDA adds back depreciation and amortisation

expense to EBIT. A reconciliation of EBIT and EBITDA is provided

below and based on amounts taken from, and consistent with,

those presented in the financial statements.

Year ended 30 June

2023

$M

2022

$M

Net earnings for the year reported under NZ IFRS 25 64

Add back: income tax expense 6 42

Add back: finance expense 199 142

Subtract: finance income (4) –

EBIT 226 248

Add back: depreciation 355 335

Add back: amortisation 91 92

EBITDA 672 675

Annual Report 202332
Note 1 – Network assets, land and buildings

In the Consolidated statement of financial position, network

assets, except land and buildings, are stated at cost less

accumulated depreciation and any accumulated impairment

losses. The cost of additions to network assets and work in

progress constructed by Chorus includes the cost of all materials

used in construction, direct labour costs specifically associated

with construction, interest costs that are attributable to the asset,

resource management consent costs and attributable overheads.

Repairs and maintenance costs are recognised in the

Consolidated income statement as incurred. If the useful life

of the asset is extended or the asset is enhanced then the

associated costs are capitalised.

Land and buildings

Land and buildings are carried at a revalued amount.

The revalued amount represents the fair value of each land and

building asset at the date of revaluation less any subsequent

accumulated depreciation and subsequent accumulated

impairment losses. If an asset’s carrying amount is increased

as a result of a revaluation, the increase is recognised in

the Consolidated statement of comprehensive income and

accumulated within the revaluation reserve in equity. An increase

shall be recognised in the Consolidated income statement to

the extent it reverses a revaluation decrease of the same asset

previously recognised in profit or loss. If an asset’s carrying

amount is decreased as a result of a revaluation, the decrease is

first recognised in the Consolidated statement of comprehensive

income (and the revaluation reserve) to the extent any credit

balance exists in relation to that asset. Any additional decrease

in the asset’s carrying amount is recognised in the Consolidated

income statement as an expense. The attributable revaluation

surplus remaining in the asset revaluation reserve relating to

land or buildings disposed of, net of any related deferred taxes,

is transferred directly to retained earnings on the derecognition

of the relevant asset. Deferred tax, if any, resulting from the

revaluation of land and buildings are recognised and disclosed in

accordance with NZ IAS 12 Income Taxes.

The Company adopted fair value approach on 30 June 2023.

The movement in fair value of $282 million (excluding deferred tax)

has been recognised as at that date. The prior year comparatives

are recognised at historical cost less accumulated depreciation.

Estimating useful lives and residual values of network assets

and buildings

The determination of the appropriate useful life for a particular

asset requires management to make judgements about,

amongst other factors, the expected period of service potential

of the asset, the likelihood of the asset becoming obsolete as a

result of technological advances, and the likelihood of Chorus

ceasing to use the asset in business operations.

Where an item of network assets or buildings comprises major

components having different useful lives, the components are

accounted for as separate items of network assets or buildings.

Where the remaining useful lives or recoverable values have

diminished due to technological, regulatory or market condition

changes, depreciation is accelerated. The assets’ residual values,

useful lives, and methods of depreciation are reviewed annually

and adjusted prospectively, if appropriate.

Depreciation is charged on a straight‑line basis to write down the

cost of network assets and buildings to their estimated residual

value over their estimated useful life. Estimated useful lives are

as follows:

Fibre cables20–30 years

Ducts, manholes and poles20–50 years

Copper cables10–25 years

Cabinets5–20 years

Buildings50 years

Network electronics2–25 years

Right of use assets4–50 years

Other4–25 years

Other network assets include motor vehicles, test instruments,

furniture and fittings, tools and plant.

An item of network assets and any significant part is

derecognised upon disposal or when no future economic

benefits are expected from its use. Where network assets are

disposed of, the profit or loss recognised in the Consolidated

income statement is calculated as the difference between the

sale price and the carrying value of the asset.

Non‑monetary items that are measured in terms of historical

cost in a foreign currency are translated using the exchange

rates as at the dates of the initial transactions.

Land and work in progress are not depreciated. Work in progress

is reviewed on a regular basis to ensure that costs represent

future assets.

Annual Report 202333
30 June 2023

Fibre

cables

$M

Ducts,

manholes,

and poles

$M

Copper

cables

$M

Cabinets

$M

Network

electronics

$M

Right of

use assets

$M

Other

$M

Work in

progress

$M

Land and

buildings

$M

Total

$M

Gross carrying amount

Balance at 1 July 2022

2,663 3,160 2,424 731 1,762 234 295 141 184 11,594

Additions 134 119 2 17 78 7 7 158 5 527

Disposals– – – – (8) (1) (3)– (1) (13)

Transfers from work in progress– – – – – – – (122)– (122)

Net revaluations through other

comprehensive income

– – – – – – – – 169 169

Other– – – – – 4 – – – 4

Balance at 30 June 2023 2,797 3,279 2,426 748 1,832 244 299 177 357 12,159

Accumulated depreciation–

Balance at 1 July 2022 (964) (778) (2,172) (525) (1,495) (84) (202)– (109) (6,329)

Depreciation (128) (64) (76) (18) (67) (13) (14)– (4) (384)

Disposals– – – – 8 1 2 – – 11

Net revaluations through other

comprehensive income

– – – – – – – – 113 113

Other– – – – – – – – – –

Balance at 30 June 2023 (1,092) (842) (2,248) (543) (1,554) (96) (214)– – (6,589)

Net carrying amount 1,705 2,437 178 205 278 148 85 177 357 5,570

30 June 2022

Fibre

cables

$M

Ducts,

manholes,

and poles

$M

Copper

cables

$M

Cabinets

$M

Network

electronics

$M

Right of

use assets

$M

Other

$M

Work in

progress

$M

Land and

buildings

$M

Total

$M

Cost

Balance at 1 July 2021

2,497 2,965 2,415 715 1,872 301 284 179 179 11,407

Additions 166 195 9 16 50 7 12 181 5 641

Disposals– – – – (160) (10) (1)– – (171)

Transfers from work in progress– – – – – – – (219)– (219)

Other– – – – – (64)– – – (64)

Balance at 30 June 2022 2,663 3,160 2,424 731 1,762 234 295 141 184 11,594

Accumulated depreciation–

Balance at 1 July 2021 (842) (717) (2,111) (503) (1,593) (79) (188)– (105) (6,138)

Depreciation (122) (61) (61) (22) (62) (15) (15)– (4) (362)

Disposals– – – – 160 10 1 – – 171

Balance at 30 June 2022 (964) (778) (2,172) (525) (1,495) (84) (202)– (109) (6,329)

Net carrying amount 1,699 2,382 252 206 267 150 93 141 75 5,265

There are no restrictions on Chorus’ network assets or any

network assets pledged as securities for liabilities.

At 30 June 2023 the contractual commitments for acquisition

and construction of the network assets was $50 million

(30 June 2022: $79 million).

Land and buildings at historical cost

If land and buildings were stated on an historical cost basis,

the amounts would be as follows:

Year ended 30 June

2023

$000’s

Land and buildings (at cost) 188

Buildings accumulated depreciation (113)

Net carrying amount 75

Annual Report 202334
Crown funding

Chorus receives funding from the Crown to finance the capital

expenditure associated with the development of the UFB network

and other services. Where funding is used to construct assets, it is

offset against depreciation over the life of the assets constructed.

Refer to note 7 for information on Crown funding.

Impairment

The carrying amounts of non‑financial assets including network

assets, land and buildings, software and other intangibles and

customer retention assets are reviewed at the end of each

reporting period for any indicators of impairment.

If any such indication exists, the recoverable amount of the

asset is estimated. An impairment loss is recognised in earnings

whenever the carrying amount of an asset exceeds its estimated

recoverable amount. Should the conditions that gave rise to the

impairment loss no longer exist, and the assets are no longer

considered to be impaired, a reversal of an impairment loss

would be recognised immediately in earnings. In the period to

30 June 2023, there was no impairment in relation to the costs

capitalised (30 June 2022: no impairment).

The recoverable amount is the greater of an assets value in use

and fair value less costs to sell. Chorus’ assets do not generate

independent cash flows and are therefore assessed from a single

cash

‑generating unit perspective. In assessing the recoverable

amount, the estimates of future cash flows are discounted to

their net present value using a discount rate that reflects current

market assessments of the time value of money and the risks

specific to the business.

Capitalised interest

Finance costs are capitalised on qualifying items of network

assets and software assets at an annualised rate of 4.00%

(30 June 2022: 4.00%). Interest is capitalised over the period

required to complete the assets and prepare them for their

intended use. In the current year finance costs totalling $1 million

(30 June 2022: $2 million) have been capitalised against network

assets and software assets.

Right of use assets

A right of use asset is recognised on commencement of a lease.

The right of use asset is initially measured at cost, which is made

up of the initial lease liability amount adjusted for any lease

payments made at or before the commencement date, plus any

initial direct costs incurred and an estimate of costs to remove

the underlying asset or to restore the underlying asset or the site

on which it is located, less any lease incentives received.

The right of use asset is subsequently depreciated using the

straight‑line method until the assumed end of the lease term.

The right of use asset is periodically adjusted for certain

remeasurements of the lease liability.

Movements in right of use assets for the period are presented below:

Right of use assets

Fibre cables

$M

Ducts, manholes,

and poles

$M

Property

$M

Total

$M

Balance 1 July 20218 47 167 222

Additions–5 2 7

Relinquishments and modifications––(64)(64)

Depreciation charge(1)(4)(10)(15)

Balance at 30 June 20227 48 95 150

Additions–4 3 7

Disposals––(1)(1)

Other––4 4

Depreciation charge(1)(4)(7)(12)

Balance at 30 June 20236 48 94 148

Property exchanges

Chorus has leased exchange space and commercial co‑location

space owned by Spark which is subject to lease arrangements

(included within right of use assets). Chorus in turn leases

exchange space and commercial co‑location space owned by

Chorus to Spark under an operating lease arrangement.

Note 1 – Network assets, land and buildings (cont.)

Annual Report 202335
Note 2 – Software and other intangible assets

Software and other intangible assets are initially measured

at cost. The direct costs associated with the development of

network and business software for internal use are capitalised

where project success is probable and the capitalisation

criteria is met. Following initial recognition, software and

other intangible assets are stated at cost less accumulated

amortisation and impairment losses. Software and other

intangible assets with a finite life are amortised from the date the

asset is ready for use on a straight‑line basis over its estimated

useful life which is as follows:

Software2–10 years

Other intangibles 20–35 years

Other intangibles mainly consist of land easements.

Where estimated useful lives or recoverable values have

diminished due to technological change or market conditions,

amortisation is accelerated.

There are no restrictions on software and other intangible assets,

or any intangible assets pledged as securities for liabilities.

30 June 2023

Software

$M

Other intangibles

$M

Work in progress

$M

Total

$M

Cost

Balance at 1 July 2022

918 6 17 941

Additions44 –55 99

Disposals(7)––(7)

Transfers from work in progress––(44)(44)

Balance at 30 June 2023955 6 28 989

Accumulated amortisation

Balance at 1 July 2022

(788)(1)–(789)

Amortisation(61)––(61)

Disposals7 ––7

Balance at 30 June 2023(842)(1)–(843)

Net carrying amount113 5 28 146

30 June 2022

Software

$M

Other intangibles

$M

Work in progress

$M

Total

$M

Cost

Balance at 1 July 2021

873 6 22 901

Additions55 –50 105

Disposals(10)––(10)

Transfers from work in progress––(55)(55)

Balance at 30 June 2022918 6 17 941

Accumulated amortisation

Balance at 1 July 2021

(736)(1)–(737)

Amortisation(62)––(62)

Disposals10 ––10

Balance at 30 June 2022(788)(1)–(789)

Net carrying amount130 5 17 152

At 30 June 2023 the contractual commitment for acquisition

of software and other intangible assets was $4 million

(30 June 2022: $2 million).

Annual Report 202336
Note 3 – Customer retention assets

Customer retention costs are incremental costs incurred in

acquiring new contracts with new and existing customers that

Chorus expects are recoverable and are capitalised as customer

retention assets. These represent various costs including

commissions and incentives for customers to connect to the fibre

network. Following initial recognition, customer retention assets

are stated at cost less accumulated amortisation and impairment

losses. Customer retention assets have a finite life and are

amortised from the month that costs are capitalised on a straight‑

line basis over the average connection life which is as follows:

New connections and migrations1–4 years

Customer incentives1 year

Customer retention assets are amortised to the Consolidated

income statement, either as amortisation expense or against

operating revenue, based on the nature of the specific costs

capitalised.

New connections

and migrations

$M

Customer

incentives

$M

Total

$M

Balance at 1 July 2021 (net carrying amount)57 2 59

Additions31 3 34

Amortisation to amortisation expense(30)–(30)

Amortisation to operating revenue–(4)(4)

Balance at 30 June 2022 (net carrying amount)58 1 59

Additions30 4 34

Amortisation to amortisation expense(30)–(30)

Amortisation to operating revenue–(3)(3)

Balance at 30 June 2023 (net carrying amount)58 2 60

Note 4 – Debt

Debt is classified as non‑current liabilities except for those with

maturities less than 12 months from the reporting date, which

are classified as current liabilities.

Debt is initially measured at fair value, less any transaction costs

that are directly attributable to the issue of the instruments.

Debt is subsequently measured at amortised cost using the

effective interest method. Some borrowings are designated in

fair value hedge relationships, which means that any change in

market interest and foreign exchange rates result in a change in

the fair value adjustment on that debt.

The weighted effective interest rate on debt including the effect

of derivative financial instruments and facility fees was 5.40%

(30 June 2022: 3.77%).

Due date

2023

$M

2022

$M

Syndicated bank facilitiesJul 2022–190

Euro medium term notes EUROct 2023368 828

Euro medium term notes EURDec 2026473 464

Euro medium term notes EURSep 2029853 –

Fixed rate NZD BondsDec 2027200 200

Fixed rate NZD BondsDec 2028500 500

Fixed rate NZD BondsDec 2030153 154

Less: facility fees(19)(14)

Total Debt2,528 2,322

Current368 190

Non-current2,160 2,132

Syndicated bank facilities

As at 30 June 2023 Chorus had a $450 million committed syndicated facility on market standard terms and conditions

(30 June 2022: $350 million). The facility is held with banks that are rated A to AA‑, based on Standard & Poor’s ratings.

As at  30 June 2023 nil was drawn down (30 June 2022: $190 million).

Annual Report 202337
Euro Medium Term Note (EMTN)

Face valueInterest rate

2023

$M

2022

$M

EUR 209 million1.13%368 828

EUR 300 million0.88%473 464

EUR 500 million3.63%853 –

EMTN 2023 tender

In September 2022, Chorus repurchased EUR 291 million

($457 million) of the 2023 EMTN for 99.202% of face value.

Concurrently, an equal nominal amount of cross‑currency

interest rate swaps (CCIRS) which hedged the debt were exited

to ensure the hedging relationship remains fully effective.

Costs incurred in repurchasing the debt and terminating the

CCIRS have been recognised in the consolidated income

statement within finance expenses, offset by the discount on

repurchase of the notes.

EMTN 2029 issuance

Chorus also issued EUR 500 million of EMTN in September 2022 for

a term of 7 years at an interest rate of 3.625%. Consistent with the

Chorus Treasury Policy, the debt has been fully hedged with CCIRS

to hedge the foreign currency exposure, which entitle Chorus to

receive EUR 500 million and EUR fixed coupon payments for NZD

820 million principal and NZD floating interest payments.

Transaction costs directly associated with the issuance of the

notes have been capitalised and will be amortised over the term

of the debt to the consolidated income statement.

Chorus has in place cross currency interest rate swaps to hedge

the foreign currency exposure to the EMTN. The cross currency

interest rate swaps entitle Chorus to receive EUR principal and

EUR fixed coupon payments for NZD principal and NZD floating

interest payments. The EUR cross currency interest rate swaps

(notional amount EUR 1,009 million) are partially hedged for the

NZD interest payments using interest rate swaps.

The EUR 500 EMTN cross currency interest rate swaps (notional

amount EUR 500 million) are partially hedged for the NZD

interest payments using interest rate swaps. The EUR 300 cross

currency interest rate swaps (notional amount EUR 300 million)

are fully hedged for the NZD interest payments using interest

rates swaps. The EUR 209 cross currency swaps (notional

amount EUR 209 million) are fully hedged for the NZD interest

payments using interest rate swaps.

The following table reconciles EMTN at hedged rates to EMTN

carrying value based on spot rates as reported under NZ IFRS.

EMTN at hedged rates is a non

‑G

AAP measure and is not defined

by NZ IFRS:

2023

EUR 500

$M

2022

EUR 500

$M

2023

EUR 300

$M

2022

EUR 300

$M

2023

EUR 209

$M

2022

EUR 500

$M

EMTN (at carrying value)853 –473 464 368 828

Impact of fair value hedge38 –62 40 4 11

Impact of hedged rates used(71)–(21)10 (44)(54)

EMTN at hedged rates (non-GAAP measure)820 –514 514 328 785

EMTN at fair value868 –475 461 369 837

The fair value of EMTN’s is calculated based on the present value of future principal and interest cash flows, discounted at market

interest rates at balance date and is determined using Level 2 of the fair value hierarchy as described in note 20.

Fixed rate NZD bonds

Due dateInterest rate

2023

$M

2022

$M

Fixed rate NZD Bonds Dec 20271.98%200 200

Fixed rate NZD Bonds Dec 20284.35%500 500

Fixed rate NZD Bonds Dec 20302.51%153 154

Total fixed rate NZD Bonds853 854

The fixed rate on the 2030 NZD Bonds has been swapped to a

floating rate using interest rate swaps, creating a fair value hedge

which has a fair value of $153 million at balance date (notional

amount $200 million). This hedging relationship was entered to

comply with the Chorus Treasury Policy which does not allow

for greater than 70% of term debt to be subject to fixed interest

rates beyond a three year time period.

At 30 June 2023, Chorus had $900 million of unsecured,

unsubordinated debt securities (30 June 2022: $900 million).

Note 4 – Debt (cont.)

Annual Report 202338
Schedule of maturities

2023

$M

2022

$M

Current368 190

Due one to two years–828

Due three to four years673 –

Due four to five years–464

Due over five years1,506 854

Total due 2,547 2,336

Less: facility fees(19)(14)

2,528 2,322

No debt has been secured against assets, however there are

financial covenants and event of default triggers as defined

in the various debt agreements. During the current year

Chorus complied with the requirements set out in its financing

agreements (30 June 2022: complied).

Refer to note 20 for information on financial risk management.

Finance expense

2023

$M

2022

$M

Interest on syndicated bank facility2 6

Interest on EMTN93 51

Interest on fixed rate NZD bonds32 32

Ineffective portion of changes in fair value of cash flow hedges(7)(7)

Other interest expense35 23

Capitalised interest(1)(2)

Total finance expense excluding CIP securities (notional) interest154 103

CIP securities (notional) interest45 39

Total finance expense199 142

Other interest expense includes $11 million lease interest expense (30 June 2022: $15 million), $11 million of expense recognised for

the partial repurchase of the 2023 EMTN and $7 million of amortisation arising from the difference between fair value and proceeds

realised from the swaps reset (30 June 2022: $7 million).

Note 4 – Debt (cont.)

Annual Report 202339
Note 5 – Leases

Chorus is a lessee of certain network assets under lease

arrangements. For all leases Chorus recognises assets and

liabilities in the Consolidated statement of financial position,

except those determined to be short‑term or low value.

On inception of a new lease, the lease payable is measured at

the present value of the remaining lease payments, discounted at

Chorus’ incremental borrowing rate at that date. Lease costs are

recognised through interest expense over the life of the lease.

The corresponding right of use asset incurs depreciation over

the estimated useful life of the asset.

Chorus’ discounted cash flows by category are summarised

below:

2023

$M

2022

$M

Fibre cables11 11

Ducts, manholes and poles52 51

Property118 125

Total lease payable181 187

Current13 13

Non-current168 174

Extension options

Most leases contain extension options exercisable by Chorus

up to one year before the end of the non‑cancellable contract

period. Where practicable, Chorus seeks to include extension

options in new leases to provide operational flexibility.

The extension options held are exercisable only by Chorus and

not by the lessors. Chorus assesses at lease commencement

whether it is reasonably certain the extension options will be

exercised, and where it is reasonably certain, the extension

period has been included in the lease liability calculation.

Chorus reassesses whether it is reasonably certain to exercise

the options if there is a significant event or significant change in

circumstances within its control.

The amounts recognised in the Consolidated income statement

and the Consolidated statement of cash flows relating to leases

are summarised below:

2023

$M

2022

$M

Amounts recognised in Consolidated income statement:

Interest on lease payable

11 15

Amounts recognised in Consolidated statement of cash flows:

Principal payments

(15)(14)

Lease interest(11)(15)

Annual Report 202340
Note 6 – Crown Infrastructure Partners (CIP) securities

Ultra-Fast Broadband (UFB)

Chorus received Crown funding to finance construction costs

associated with the development of the UFB network. Funding

was received for every premise passed and certified by CIP.

Funding was received over two phases. Phase one of the build

(UFB1) was completed in December 2019 with a total of $924 million

of funding received. Phase two (UFB2 and UFB2+) was completed in

December 2022 with a total of $411 million of funding received.

In return for funding under both phases, CIP equity securities and

CIP debt securities are issued. Under UFB1 CIP warrants were

also issued. Under the UFB2 and UFB2+ arrangement, Chorus

can elect the mix of securities to be issued, up to a maximum

of $306 million of equity securities. This maximum was reached

during the year ended 30 June 2022.

The CIP equity and debt securities were recognised initially

at fair value plus any directly attributable transaction costs.

Subsequently, they are measured at amortised cost using the

effective interest method. The fair value is derived by discounting

the equity securities and debt securities per premises passed by

the effective rate based on market rates. The difference between

funding received and the fair value of the securities is recognised

as Crown funding. Over time, the CIP debt and equity securities

increase to face value and the Crown funding is released against

depreciation and reduces to nil.

CIP debt securities

CIP debt securities are unsecured, non‑interest bearing and

carry no voting rights at meetings of holders of Chorus ordinary

shares. Chorus is required to redeem the CIP debt securities in

tranches from 2025 by repaying the face value to the holder.

The principal amount of CIP debt securities consists of a senior

portion and a subordinated portion. The senior portion ranks

equally with all other unsecured, unsubordinated creditors of

Chorus, and has the benefit of any negative pledge covenant

that may be contained in any of Chorus’ debt arrangements.

The subordinated portion ranks below all other Chorus

indebtedness but above ordinary shares of Chorus. The initial

value of the senior portion is the present value of the sum

repayable on the CIP debt securities, and the initial subordinated

portion will be the difference between the issue price of the CIP

debt security and the value of the senior portion.

CIP equity securities

CIP equity securities are a class of non‑interest bearing security

that carry no right to vote at meetings of holders of Chorus

ordinary shares but entitle the holder to a preferential right to

repayment on liquidation and additional rights that relate to

Chorus’ performance under its construction contract with CIP.

For UFB1 equity securities, dividends will become payable on a

portion of the CIP equity securities from 2025 onwards, with the

portion of CIP equity securities that attract dividends increasing

over time. For UFB2 and UFB2+ equity securities, dividends will

become payable from 2030.

CIP equity securities can be redeemed by Chorus at any time by

payment of the issue price or issue of new ordinary shares (at a

5% discount to the 20

‑day volume weighted average price) to

the holder. In limited circumstances CIP equity securities may be

converted by the holder into voting preference or ordinary shares.

The CIP equity securities are required to be disclosed as a liability

until the liability component of the compound instrument expires.

CIP warrants

Under UFB1 Chorus issued warrants to CIP for nil consideration

along with each tranche of CIP equity securities. Each CIP

warrant gives CIP the right, on a specified exercise date, to

purchase at a set strike price a Chorus share to be issued by

Chorus. The strike price for a CIP warrant is based on a total

shareholder return of 16% per annum on Chorus shares over the

period December 2011 to June 2036.

At 30 June 2023, Chorus had issued a total 15,662,325 warrants

which had a fair value and carrying value that approximated zero

(30 June 2022: 15,138,187 warrants issued). The number of fibre

connections made by 30 June 2023 impacts the number of

warrants that could be exercised.

The fair value has been calculated using discount rates from

market rates at balance date and is a level 2 valuation of the

fair value hierarchy as described in note 20.

At 30 June 2023, the component parts of CIP debt and equity

instruments, including notional interest, were:

20232022

CIP debt

securities

$M

CIP equity

securities

$M

Total CIP

securities

$M

CIP debt

securities

$M

CIP equity

securities

$M

Total CIP

securities

$M

Fair value on initial recognition

Balance at 1 July

189 250 439 176 234 410

Additional securities recognised at fair value39 –39 13 16 29

Balance at 30 June228 250 478 189 250 439

Accumulated notional interest

Balance at 1 July

78 96 174 63 72 135

Notional interest18 27 45 15 24 39

Balance at 30 June96 123 219 78 96 174

Total CIP securities324 373 697 267 346 613

CIP at fair value320 375 695 260 333 593

Annual Report 202341
Key assumptions in calculations on initial recognition

On initial recognition, a discount rate between 6.16% to 7.36%

was used for the CIP debt securities (30 June 2022: 5.71% and

7.31%), and no CIP equity securities were issued in the year ended

30 June 2023 (30 June 2022: 6.26% to 7.80%). The discount

rate was used for the CIP equity securities and to discount the

expected cash flows, based on the NZ swap curve. The swap

rates were adjusted for Chorus specific credit spreads (based on

market observed credit spreads for debt issued with similar credit

ratings and tenure). The discount rate on the CIP equity securities

was capped at Chorus’ estimated cost of (ordinary) equity.

Note 7 – Crown funding

Crown funding is recognised at fair value where there is reasonable assurance that the funding is receivable and all attached

conditions will be complied with. Crown funding is then recognised in earnings as a reduction to depreciation expense on a

systematic basis over the useful life of the asset the funding was used to construct.

20232022

UFB

$M

WCSNB

$M

RBI

$M

Other

$M

Total

$M

UFB

$M

WCSNB

$M

RBI

$M

Other

$M

Total

$M

Fair value on initial recognition

Balance at 1 July

821 40 242 16 1,119 780 24 242 16 1,062

Additional funding recognised at fair value39 2 ––41 41 16 ––57

Balance at 30 June860 42 242 16 1,160 821 40 242 16 1,119

Accumulated amortisation of funding

Balance at 1 July

(112)–(61)(10)(183)(92)–(54)(10)(156)

Amortisation(20)(1)(8)–(29)(20)–(7)–(27)

Balance at 30 June(132)(1)(69)(10)(212)(112)–(61)(10)(183)

Total Crown funding 728 41 173 6 948 709 40 181 6 936

Current28 27

Non-current920 909

Ultra-Fast Broadband (UFB)

Chorus received Crown funding to finance construction costs

associated with the development of the UFB network. During

the period Chorus has recognised funding for 39,820 premises

where the premises was passed and tested by CIP under UFB

2 and UFB 2+ (30 June 2022: 37,000). This brings the total

number of premises passed and tested by CIP at 30 June 2023 to

approximately 1,053,820 (30 June 2022: 1,014,000).

West Coast Southland Network Build (WCSNB)

Chorus received funding to finance capital expenditure

associated with the development of the West Coast Southland

Network. One dollar of funding can be claimed for each dollar

of allowable costs incurred by Chorus, up to a maximum

funding limit agreed with CIP. During the period, the build was

completed, with $42 million claimed from CIP.

Other and RBI

Chorus has received funding in the past towards school lead‑ins

and extending the network coverage to rural areas.

Note 6 – Crown Infrastructure Partners (CIP) securities (cont.)

Annual Report 202342
Note 8 – Segmental reporting

An operating segment is a component of an entity that engages

in business activities from which it may earn revenues and incur

expenses and for which operating results are regularly reviewed

by the entity’s chief operating decision maker and for which

discrete financial information is available.

Chorus’ Chief Executive Officer (CEO) has been identified

as the chief operating decision maker for the purpose of

segmental reporting.

Chorus has determined that it operates in one segment

providing nationwide fixed line communications infrastructure.

The determination is based on the reports reviewed by the CEO

in assessing performance, allocating resources and making

strategic decisions.

All of Chorus’ operations are provided in New Zealand, therefore

no geographic information is provided.

Three Chorus customers met the reporting threshold

of 10 percent of Chorus’ operating revenue in the year

to 30 June 2023. The total revenue for the year ended

30 June 2023 from these customers was $330 million

(30 June 2022: $354 million), $198 million (30 June 2022:

$171 million) and $146 million (30 June 2022: $116 million).

Note 9 – Operating revenue

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf

of third parties. Chorus recognises revenue when it transfers control of a product or service to a customer and cash collection is

considered probable. Revenue is presented net of rebates and customer incentives.

Chorus services provided to customersNature, performance obligation and timing of revenue

Fibre and copper connectionsProviding access to the Chorus fixed lines network to enable connections to the internet.

Chorus recognises revenue as it provides this service to its customers at a point in time.

Unbilled revenues from the billing cycle date to the end of each month are recognised as

revenue during the month the service is provided. Revenue is deferred in respect of the

portion of fixed monthly charges that have been billed in advance.

Value added network servicesProviding enhanced access to the Chorus fixed line network to enable internet access,

through backhaul and handover link services to connect across wider areas and to higher

quality levels. Recognition is the same as described for fibre and copper connections above.

InfrastructureProviding physical storage and site

‑sharing rental services for co‑location of third party or

shared assets. This is billed and recognised on a monthly basis, based on a point in time.

Field services productsProviding services in the field to protect, strengthen, and increase the available network

– for example, installation services, wiring and consultation services. This is billed and

recognised as the service is provided over time. Revenue from installation of connections

is recognised upon completion of the connection.

Revenue by service

2023

$M

2022

$M

Fibre broadband (GPON)622 548

Copper based broadband117 153

Fibre premium (P2P)68 66

Copper based voice39 52

Field services products70 71

Value added network services26 27

Infrastructure31 30

Data services copper4 6

Other3 12

Total operating revenue980 965

Amounts collected on behalf of third parties

Revenue above is exclusive of amounts collected on behalf of third parties, which totalled $19 million in the year (30 June 2022:

$26 million). Any amounts collected but not yet passed to the third party are recognised within trade and other payables.

Annual Report 202343
Note 10 – Operating expenses

2023

$M

2022

$M

Labour76 64

Network maintenance60 59

Information technology costs42 50

Other network costs37 29

Electricity19 17

Rent and rates12 14

Property maintenance14 14

Advertising13 11

Regulatory levies9 9

Consultants9 8

Insurance5 4

Provisioning1 1

Other11 10

Total operating expenses308 290

1 No other assurance services in the year ended 30 June 2023 (30 June 2022: Other assurance services relate to EMTN refresh comfort letters).

Labour

Labour of $76 million (30 June 2022: $64 million) represents

employee costs which are not capitalised.

Pension contributions

Included in labour costs are payments to the New Zealand

Government Superannuation Fund of $297,000 (30 June 2022:

$275,000) and contributions to KiwiSaver of $3.3 million

(30 June 2022: $2.9 million). At 30 June 2023 there were

11 employees in New Zealand Government Superannuation Fund

(30 June 2022: 11 employees) and 758 employees in KiwiSaver

(30 June 2022: 724 employees). Chorus has no other obligations

to provide pension benefits in respect of employees.

Charitable and political donations

Other costs include charitable donations of $407,000 towards

digital inclusion and health initiatives (30 June 2022: $138,000

towards digital inclusion and health initiatives). Chorus has not

made any political donations (30 June 2022: nil).

Auditor remuneration

Included in other expenses are fees paid to auditors:

2023

$000s

2022

$000s

Audit and review of statutory financial statements640 589

Regulatory audit and assurance work490 209

Other assurance services

1

– 30

Total other services490 239

Total fees paid to the auditor1,130 828

Annual Report 202344
Note 11 – Trade and other receivables

Trade and other receivables are initially recognised at the fair value of the amounts to be received, plus transaction costs (if any).

They are subsequently measured at amortised cost (using the effective interest method) less impairment losses.

2023

$M

2022

$M

Trade receivables98 97

Other receivables37 17

Prepayments18 12

Trade and other receivables153 126

Current153 125

Non-current–1

Included within other receivables is $37 million of interest

receivable (30 June 2022: $11 million).

Trade receivables are non‑interest bearing and are generally on

terms of 20 working days or less.

Chorus applies the simplified approach in providing for

expected credit losses prescribed by NZ IFRS 9, which permits

the use of the lifetime expected credit loss provision for all

trade receivables. The provision for impairment losses are

either individually or collectively assessed based on number

of days overdue. Chorus takes into account the historical loss

experience and incorporates forward looking information and

relevant macroeconomic factors.

Chorus maintains a provision for impairment losses when

there is objective evidence of its customers being unable to

make required payments and makes provision for doubtful

debt where debt is more than 60 days overdue. There have

been no significant individual impairment amounts recognised

as an expense during the period. Trade receivables are net of

allowances for disputed balances with customers.

The ageing profile of trade receivables is as follows:

2023

$M

2022

$M

Not past due94 92

Past due 1–30 days4 5

98 97

Chorus has a concentrated customer base consisting

predominantly of a small number of retail service providers.

The concentrated customer base heightens the risk that a

dispute with a customer, or a customer’s failure to pay for

services, will have a material adverse effect on the collectability

of receivables.

Any disputes arising that may affect the relationship between

the parties will be raised by relationship managers and follow a

dispute resolution process. Chorus has $4 million of accounts

receivable that are past due but not impaired (30 June 2022:

$5 million). The carrying value of trade and other receivables

approximates the fair value. The maximum credit exposure is

limited to the carrying value of trade and other receivables.

Note 12 – Trade and other payables

Trade and other payables are initially recognised at fair value less transaction costs (if any). They are subsequently measured at

amortised cost using the effective interest method. Trade and other payables are non‑interest bearing and are normally settled within

30 day terms. The carrying value of trade and other payables approximates their fair values.

2023

$M

2022

$M

Trade payables66 61

Operating expenditure accruals79 54

Capital expenditure accruals38 49

Personnel accruals18 17

Revenue billed in advance90 99

Trade and other payables291 280

Current280 264

Non-current11 16

Annual Report 202345
Note 13 – Commitments

Capital expenditure

Refer to note 1 and note 2 for details of capital expenditure

commitments.

Lease commitments

Refer to note 5 for details of lease commitments.

Note 14 – Taxation

Income tax expense

Income tax expense for the current year comprises current and deferred tax, and is recognised in the Consolidated income statement,

except to the extent it relates to items recognised in the Consolidated statement of other comprehensive income or directly in equity.

In these cases, income tax expense is recognised in the Consolidated statement of other comprehensive income or directly in equity.

2023

$M

2022

$M

Recognised in Consolidated income statement

Net earnings before tax

31 106

Tax at 28%9 30

Tax effect of adjustments

Other non

‑t

axable items

7 6

Adjustments in respect of prior periods–6

Building life reassessment(10)–

Tax expense recognised in Consolidated income statement6 42

Comprising:

Current tax expense/(benefit)

– Current year

5 5

– Adjustments in respect of prior periods(1)(8)

Deferred tax expense

– Adjustments in respect of prior periods

1 14

– Depreciation, provisions, accruals, leases & other1 31

6 42

Recognised in other comprehensive income

Net movement in hedging related reserves

2 43

Net revaluation of buildings17 –

Tax expense recognised in other comprehensive income19 43

Annual Report 202346
Deferred tax

Deferred tax is recognised in respect of temporary differences

between the carrying amounts of assets and liabilities for

financial reporting purposes and the amount used for taxation

purposes. The amount of the deferred tax is based on the

expected manner of realisation of the carrying amount of

assets and liabilities, using the tax rates enacted or substantially

enacted at reporting year end. A deferred tax asset is recognised

only to the extent it is probable it will be utilised.

The movement in the deferred tax assets and liabilities for the

period, is presented below.

Deferred tax liability/(asset)

Changes in fair

value of hedging

reserves

$M

Finance leases

$M

Network, software,

customer retention and

other intangible assets

$M

Other

$M

Unused tax

credits

$M

Total deferred

tax liability

$M

Balance at 1 July 2021(21)(72)356 18 (10)271

Prior period adjustment–––14 –14

Recognised in Consolidated statement of

financial position

––––(17)(17)

Recognised in Consolidated income statement–22 (1)10 –31

Recognised in Consolidated statement of

comprehensive income

43 ––––43

Balance at 30 June 202222 (50)355 42 (27)342

Prior period adjustment–––1 –1

Recognised in Consolidated income statement–1 5 5 –11

Recognised in Consolidated statement of

comprehensive income

2 –17 ––19

Building life reassessment––(10)––(10)

Balance at 30 June 202324 (49)367 48 (27)363

Imputation credits

Chorus has an imputation credit account balance of $135,000 as at 30 June 2023 (30 June 2022: negative $3,683,000). The account

balance was positive as at 31 March 2023 and 31 March 2022.

Note 15 – Cash, call deposits, and cash overdraft

Cash and call deposits are held with bank and financial

institution counterparties rated at a minimum of A, based on

rating agency Standard & Poor’s ratings.

There are no cash or call deposit balances held that are not

available for use. Chorus has a $10 million overdraft facility

which is used in the normal course of operations.

The carrying values of cash and call deposits approximate

their fair values. The maximum credit exposure is limited to the

carrying value of cash and call deposits.

Cash and call deposits denominated in foreign currencies

are retranslated into New Zealand dollars at the spot rate

of exchange at the reporting date. All differences arising on

settlement or translation of monetary items are taken to the

Consolidated income statement.

Cash flow

Cash flows from derivatives in cash flow and fair value hedge

relationships are recognised in the Consolidated statement of

cash flows in the same category as the hedged item.

For the purposes of the Consolidated statement of cash

flows, cash is considered to be cash on hand, in banks and

cash equivalents, including bank overdrafts and highly liquid

investments that are readily convertible to known amounts of

cash which are subject to an insignificant risk of changes in values.

Note 14 – Taxation (cont.)

Annual Report 202347
Note 16 – Equity

Share capital

Movements in Chorus Limited’s issued ordinary shares were as follows:

2023

Number of shares

(millions)

2022

Number of shares

(millions)

Balance 1 July 447 447

Dividend reinvestment plan1 5

Share buyback(12)(5)

Balance at 30 June 436 447

Chorus Limited has 435,334,308 fully paid ordinary shares

(30 June 2022: 446,512,440). The issued shares have no par

value. The holders of ordinary shares are entitled to receive

dividends as declared and are entitled to one vote per share

at meetings of Chorus Limited. Under Chorus Limited’s

constitution, Crown approval is required if a shareholder wishes

to have a holding of 10% or more of Chorus Limited’s ordinary

shares, or if a shareholder who is not a New Zealand national

wishes to have a holding of 49.9% or more of ordinary shares.

Chorus Limited issues securities to CIP based on the number

of premises passed. CIP securities are a class of security that

carry no right to vote at meetings of holders of Chorus Limited

ordinary shares but carry a preference on liquidation. Refer to

note 6 for additional information on CIP securities.

Should Chorus Limited return capital to shareholders, any return

of capital that arose on demerger may be taxable as Chorus

Limited had zero available subscribed capital on demerger.

Dividends

On 11 October 2022 and 11 April 2023, dividends of 21 cents

per share and 17 cents per share respectively were paid to

shareholders. These two dividend payments totalled $169 million

(30 June 2022: 28.5 cents, $128 million).

The dividend reinvestment plan was available for the October

2022 dividend for eligible shareholders (those resident in

New Zealand or Australia). A total of 1,160,865 shares with a

value of $9 million (30 June 2022: 4,687,851, $31 million) were

issued in lieu of dividends.

Share buyback

In February 2022, Chorus commenced an on‑market share

buyback programme. The programme will purchase up to

$150 million of shares with shares being acquired through the

NZX and ASX. As at 30 June 2023, 17,539,292 shares had been

repurchased from the market for a total of $139 million.

Long-term performance share scheme

Chorus operates a long‑term performance share scheme for

selected key management personnel. Under the legacy option

plan, selected key management personnel were issued shares.

This was superseded by a new long‑term performance share

scheme in July 2019 under which key senior management are

issued share‑rights instead of issuing shares.

The new scheme is equity settled and treated as an option plan

for accounting purposes. Each tranche of each grant is valued

separately. The absolute performance hurdle is valued using

Monte Carlo simulations.

In August 2022, Chorus issued a tranche of share rights

under the new scheme. The shares have a vesting date of

26 August 2025 and an expiry date of 26 August 2026. The grant

has an absolute performance hurdle (Chorus’ actual total

shareholder return equalling or being greater than 7% per annum

compounding) ending on the vesting date, with provision for

monthly retesting in the following twelve

‑month period. A total

of 132,084 share rights were issued in the tranche.

The combined option cost for the year ended 30 June 2023

of $524,000 has been recognised in the Consolidated income

statement (30 June 2022: $546,000).

Reserves

Refer to note 19 for information on the cash flow hedge reserve

and cost of hedging reserve.

Annual Report 202348
Note 17 – Earnings per share

The calculation of basic earnings per share at 30 June 2023 is based on the net earnings for the year of $25 million (30 June 2022:

$64 million), and a weighted average number of ordinary shares outstanding during the period of 443 million (30 June 2022:

448 million), calculated as follows:

Basic earnings per share20232022

Net earnings attributable to ordinary shareholders ($ millions)25 64

Denominator – weighted average number of ordinary shares (millions)443 448

Basic earnings per share (dollars)0.06 0.14

Diluted earnings per share

Net earnings attributable to ordinary shareholders ($ millions)

25 64

Weighted average number of ordinary shares (millions)443 448

Ordinary shares required to settle CIP equity securities (millions)95 114

Ordinary shares required to settle CIP warrants (millions)16 15

Denominator – diluted weighted average number of shares (millions)554 577

Diluted earnings per share (dollars)0.05 0.11

The number of ordinary shares that would have been required to settle all CIP equity securities and CIP warrants on issue at 30 June

has been used for the purposes of the diluted earnings per share calculation.

Note 18 – Related parties

Subsidiaries

The financial statements include Chorus Limited and it subsidiaries as listed below:

Name of entityLocation2023 ownership2022 ownership

Chorus New Zealand LimitedNew Zealand100%100%

Chorus LTI Trustee LimitedNew ZealandRemoved100%

All day‑to‑day operations of the business occur within Chorus

New Zealand Limited including the building and maintenance

of the network, sales and marketing, and the supporting

corporate function.

Transactions with related parties

Key management personnel are defined as those persons having

authority and responsibility for planning, directing, and controlling

the activities of the Group, directly or indirectly, and include the

Directors, the Chief Executive, and his direct reports. Certain key

management personnel have interests in a number of companies

that Chorus has transactions within the normal course of business.

Key management personnel compensation

2023

$000s

2022

$000s

Short term employee benefits7,6 7 2 6,738

Share based payments1,638527

9,3107, 2 6 5

This table includes gross remuneration of $1.1 million paid to

Directors (30 June 2022: $1.1 million) and $8.2 million paid to key

management personnel for the year (30 June 2022: $6.2 million).

Refer to note 16 for details of long

‑t

erm incentives.

Annual Report 202349
Note 19 – Derivatives and hedge accounting

Chorus uses derivative financial instruments to reduce its

exposure to fluctuations in foreign currency exchange rates,

interest rates and the spot price of electricity. The use of hedging

instruments is governed by the Treasury Policy approved by

the Board. Derivatives are held at fair value with an adjustment

made for credit risk in accordance with NZ IFRS 9: Financial

Instruments. The derivatives are considered Level 2 investments

as defined in note 20.

Treatment of any fair value gains or losses depends on whether

the derivative is designated as a hedging instrument. If the

derivative is not designated as a hedging instrument, the

remeasurement gain or loss is recognised immediately in the

Consolidated income statement.

Hedge accounting

Chorus designates derivatives held for hedging as either:

— C

ash flow hedges (of highly probable forecast transactions);

or

— F

air value hedges (of the fair value of recognised assets or

liabilities or firm commitments).

At inception each hedge relationship is formalised in hedge

documentation.

Derivatives in hedge relationships are designated based on a

1:1 hedge ratio. In these hedge relationships ineffectiveness is

generally driven by the effect of the credit risk on the fair value

of the derivatives, which is not reflected in the change in the

fair value of the hedged item attributable to changes in foreign

exchange and interest rates. Ineffectiveness is also recognised in

relation to the restructured interest rate swaps – refer below for

further information.

Hedge accounting is discontinued when the hedge instrument

expires or is sold, terminated, exercised, or no longer qualifies

for hedge accounting. On discontinuation, any cumulative gain

or loss previously recognised in Other comprehensive income

is recognised in the Consolidated income statement either at

the same time as the forecast transaction, or immediately if the

transaction is no longer expected to occur.

Cash flow hedges

Under a cash flow hedge, the effective portion of gains or losses

from remeasuring the fair value of the hedging instrument is

recognised in Other comprehensive income and accumulated

in the cash flow hedge reserve. Accumulated gains or losses are

subsequently transferred to the Consolidated income statement

when the hedged item affects the Income statement, or when

the hedged item is a forecast transaction that is no longer

expected to occur. Alternatively, when the hedged item results

in a non‑financial asset or liability, the accumulated gains and

losses are included in the initial measurement of the cost of the

asset or liability.

Differences in the hedged values will flow to finance expense

in the Income statement over the life of the derivatives as

ineffectiveness. Neither the magnitude or direction of these

differences can be predicted as they are influenced by external

market factors. In the current year, ineffectiveness was credit

$7 million across the hedge relationships (30 June 2022: credit

$7 million) Refer to note 4.

As long as the existing cash flow hedge relationships remain

effective, any future gains or losses will be processed through

the hedge equity reserves.

A reconciliation of movements in the cash flow hedge reserve is

outlined below:

2023

$M

2022

$M

Balance at 1 July (63)38

Changes in cash flow hedges(3)(133)

Amortisation of de‑designated cash flow hedges transferred to Income statement (7)(7)

De‑designated swaps reclassified to the income statement(1)–

Tax expense3 39

Closing balance at 30 June(71)(63)

Fair value hedges

Under a fair value hedge, the hedged item is revalued at fair

value in respect of the hedged risk. This revaluation is recognised

in the Consolidated income statement to offset the mark‑to‑

market revaluation of the hedging derivative, except for any

adjustment on the hedging derivative relating to credit risk.

Once hedging is discontinued, the fair value adjustment to the

carrying amount of the hedged item arising from the hedged

risk is amortised through the Consolidated income statement

from that date through to maturity of the hedged item. If the

hedged item is derecognised any corresponding fair value hedge

adjustment is immediately recognised in the Consolidated

income statement.

To hedge the interest rate risk and foreign currency risk on the

EUR EMTNs, Chorus uses cross currency interest rate swaps.

For hedge accounting purposes, these swaps were aggregated

and designated as two cash flow hedges and a fair value hedge.

Chorus hedges the EUR EMTNs for Euro fixed rate interest to

Euro floating rate interest via a fair value hedge. In this case, the

change in the fair value of the hedged risk is also attributed to

the carrying value of the EMTNs (refer to note 4).

Annual Report 202350
Cost of hedging

The cost of hedging reserve captures changes in the fair value

of the cost to convert foreign currency to NZD of Chorus’ cross

currency interest rate swaps on the EUR EMTNs.

A reconciliation of movements in the cost of hedging reserve is

outlined below:

2023

$M

2022

$M

Balance at 1 July3 13

Change in currency basis spreads (when excluded from the designation)7 (14)

De‑designated swaps reclassified to the income statement(3)–

Tax (benefit)/expense(1)4

Closing balance at 30 June6 3

Derivatives

Interest rate swaps

As at 30 June 2023 Chorus holds all interest rate swaps in

designated hedging relationships.

All interest rate swaps which are designated as cash flow hedges

are held in effective hedging relationships and their unrealised

gains or losses are recognised in the cash flow hedge reserve.

Chorus has also entered into two interest rate swaps which are

designated as fair value hedges. They have a combined face value

of $200 million and were entered in conjunction with the 10 year

NZD bonds issued on 2 December 2020, with the intention of

swapping the interest exposure from a fixed to a floating rate.

Restructured interest rate swaps

Three interest rate swaps have been restructured: two in

December 2018 and one in February 2020.

The two December 2018 restructured interest rate swaps

have a combined face value of $500 million and were reset in

conjunction with the resettable NZD fixed rate bond issued in

December 2018 to hedge interest rate exposure from December

2023. As part of the restructure the original hedge relationship

was discontinued and on termination there was a net present

value of $14 million recognised in the cash flow hedge reserve.

This amount was held in the cash flow hedge reserve as the

hedged item still exists and is amortised over the original hedge

period. The unamortised balance of the original fair values at

30 June 2023 is $6 million (30 June 2022: $8 million).

The interest rate swap restructured in February 2020 had a

face value of $200 million and was reset to be in conjunction

with the EUR 300 million EMTN issued in December 2019 to

hedge interest rate exposure from April 2020. The original

hedge relationship was discontinued and on termination had

a net present value of $27 million. This amount was held in the

cash flow hedge reserve as the hedged item still exists and will

be amortised over the original hedge period. The unamortised

balance of the original fair values at 30 June 2023 was

$12 million (30 June 2022: $17 million).

Cross-currency interest rate swaps

Chorus enters into cross‑currency interest rate swaps to hedge

the foreign currency and foreign interest rate risks on the EUR

EMTNs. Using the cross‑currency interest rate swaps, Chorus will

pay New Zealand Dollar floating interest rates and receive EUR

nominated fixed interest with coupon payments matching the

underlying notes.

In September 2022, Chorus repurchased EUR 291 million

($457 million) of the 2016 EMTN issuance for 99.202% of face

value. Concurrently, an equal nominal amount of cross‑currency

interest rate swaps (CCIRS) which hedged the debt were exited

to ensure the hedging relationship remains fully effective.

The residual EUR 209 million payable in October 2023 remains

fully hedged with cross‑currency interest rate swaps.

Chorus also issued EUR 500 million of EMTN in September 2022 for

a term of 7 years at an interest rate of 3.625%. Consistent with the

Chorus Treasury Policy, the debt has been fully hedged with CCIRS

to hedge the foreign currency exposure, which entitle Chorus to

receive EUR 500 million and EUR fixed coupon payments for NZD

820 million principal and NZD floating interest payments.

Chorus continues to hold cross currency interest rate swaps in

relation to the EMTN EUR 300 million issued in December 2019.

This is unchanged in the current year.

Chorus designated the EMTN and cross

‑currency interest rate

swaps into three‑part hedging relationships for each issue:

— a fair value hedge of EUR benchmark interest rates,

— a c

ash flow hedge of margin, and

— a cash flow hedge of the principal exchange.

Under the cross‑c

urrency swaps Chorus will pay and receive the

following on maturity:

Maturity

Principal –

receive leg

(EUR M)

Principal –

pay leg

($M)

EUR EMTN 209Oct 2023209 328

EUR EMTN 300 Dec 2026300 514

EUR EMTN 500 Sep 2029500 820

Note 19 – Derivatives and hedge accounting (cont.)

Annual Report 202351
Note 19 – Derivatives and hedge accounting (cont.)

Hedging instruments used (pre‑tax):

Life to date values as at

30 June 2023

Year to date values recognised during the year ended

30 June 2023

Carrying amount

of the hedging

instrument

Hedge effectiveness in

reserves

Hedge

effectiveness

Hedge

ineffectiveness

Currency

Maturity

years

Average

rate

Nominal

amount of

the hedging

instrument

$M

Assets

$M

Liabilities

$M

Change in

value used for

calculating

hedge

ineffectiveness

$M

Cost of

hedging

reserve

$M

Cash flow

hedge

(OCI)

$M

Cash flow

hedge

reclassified to

the Income

statement

$M

Fair value

hedge

recognised in

the Income

statement

$M

Recognised

in the Income

statement

$M

Cash flow hedges

Interest rate swaps

(including forward

starting)

NZD1‑7 2.53%1,464 89 –89 –12 –––

Restructured

interest rate swaps

2018 (forward

starting)

NZD6 4.41%500 2 –19 –11 2 ––

Restructured

interest rate swap

2020

NZD4 3.35%200 10 –38 –1 4 –4

Forward exchange

rate contracts

NZD:USD1‑2 0.620236 1 –1 –1 (6)––

Electricity futuresNZD1‑2 NA NA –(2)––(2)(3)––

Fair value hedges

Interest rate swaps

NZD8 Floating200 –(45)(45)–––––

Fair value and cash

flow hedges

Cross currency

interest rate swaps

NZD:EUR<1Floating328 39 –40 (1)22 (21)1 –

Cross currency

interest rate swaps

NZD:EUR4 Floating514 –(47)(45)(2)31 (31)(21)2

Cross currency

interest rate swaps

NZD:EUR7 Floating820 18 –22 (5)60 (71)(38)1

Total hedged

derivatives

4,062 159 (94)119 (8)136 (126)(58)7

Current43 (1)

Non-current116 (93)

Annual Report 202352
Life to date values as at

30 June 2022

Year to date values recognised during the year ended

30 June 2022

Carrying amount

of the hedging

instrument

Hedge effectiveness in

reserves

Hedge

effectiveness

Hedge

ineffectiveness

Currency

Maturity

years

Average

rate

Nominal

amount of

the hedging

instrument

$M

Assets

$M

Liabilities

$M

Change in

value used for

calculating

hedge

ineffectiveness

$M

Cost of

hedging

reserve

$M

Cash flow

hedge

(OCI)

$M

Cash flow

hedge

reclassified to

the Income

statement

$M

Fair value

hedge

recognised in

the Income

statement

$M

Recognised

in the Income

statement

$M

Cash flow hedges

Interest rate swaps

(including forward

starting)

NZD2‑71.50%864 77 –77 –65 –––

Restructured

interest rate swaps

2018 (forward

starting)

NZD74.41%500 –(9)7 –42 2 –2

Restructured

interest rate swap

2020

NZD53.35%200 5 –33 –20 5 –5

Forward exchange

rate contracts

NZD:USD1‑20.7065 6 6 –6 –6 –––

Electricity futuresNZD1‑3 NA NA 4 –4 –2 (4)––

Fair value hedges

Interest rate swaps

NZD9 Floating 200 –(45)(45)–––(27)–

Fair value and cash

flow hedges

Cross currency

interest rate swaps

NZD:EUR2 Floating 785 37 –42 (5)(9)9 (20)–

Cross currency

interest rate swaps

NZD:EUR5 Floating 514 –(56)(56)–(4)6 (42)–

Total hedged

derivatives

3,069 129 (110)68 (5)122 18 (89)7

Current9 –

Non-current120 (110)

All hedging instruments can be found in the derivative finance assets and liabilities within the Consolidated statement of financial

position. Items taken to the Consolidated income statement have been recognised in finance expenses (refer note 4).

Credit risk associated with derivative financial instruments is managed by ensuring that transactions are executed with counterparties

with high quality credit ratings along with credit exposure limits for different credit classes. The counterparty credit risk is monitored

and reviewed by the Board on a regular basis.

Note 19 – Derivatives and hedge accounting (cont.)

Annual Report 202353
Note 20 – Financial risk management

Chorus’ activities expose it to a variety of financial risks, including market risk (currency risk, electricity price risk and interest rate risk)

credit risk and liquidity risk. Financial risk management for currency and interest rate risk is carried out by the treasury function under

policies approved by the Board. Chorus’ Treasury Policy, approved by the Board, provides the basis for overall financial risk management.

Chorus uses derivatives to hedge its financial risk exposures and does not hold or issue derivative financial instruments for trading

purposes. The risk associated with these transactions is the cost of replacing these agreements at the current market rates in the

event of default by a counterparty.

A summary of the financial risks that impact Chorus, how they arise and how they are managed is presented below:

Nature and exposure to ChorusHow the risk is managed

Market risk

Electricity price risk

Chorus is exposed to electricity price volatility

through the purchase of electricity at spot prices.

Chorus has entered into fixed electricity futures contracts to reduce the

exposure to electricity spot price movements. These contracts are designated

as cash flow hedge relationships. A 10% increase or decrease in the spot price

of electricity, with all other variables held constant, would have minimal impact

on profit and equity reserves of Chorus.

Currency risk

Chorus’ exposure to foreign currency fluctuations

predominantly arises from foreign currency debt

and future commitments to purchase foreign

currency denominated assets. The primary

objective in managing foreign currency risk is to

protect against the risk that Chorus’ assets, liabilities

and financial performance will fluctuate due to

changes in foreign currency exchange rates.

Chorus has EUR 1,009 million foreign currency

debt in the form of EMTN.

Chorus enters into forward foreign exchange contracts and cross currency

interest rate swaps to manage the foreign exchange exposure.

The EUR EMTN has in place cross currency interest rate swaps under which

Chorus receives principal and fixed coupon payments in EUR for principal and

floating NZD interest payments. The exchange gain or loss resulting from the

translation of EMTN denominated in foreign currency to NZD is recognised

in the Income statement. The movement is offset by the translation of the

principal value of the related cross

‑c

urrency interest rate swap.

As at 30 June 2023, Chorus did not have any significant unhedged exposure to

currency risk (30 June 2022: no significant unhedged exposure to currency risk).

A 10% increase or decrease in the exchange rate, with all other variables held

constant, would have minimal impact on profit and equity reserves of Chorus.

Interest rate risk

Chorus is exposed to interest rate risk arising from

the cross‑currency interest rate swaps converting

the foreign debt into a floating rate NZD obligation

as well as loans under the syndicated bank facility

which are subject to floating interest rates. Chorus

is also exposed to changes in the fair value of the

fixed interest 2030 NZD Bond due to fluctuations in

the benchmark interest rate.

Where appropriate, Chorus aims to reduce the uncertainty of changes in

interest rates by entering into interest rate swaps to fix the effective interest

rate to minimise the cost of net debt and manage the impact of interest rate

volatility on earnings. The interest rate risk on a portion of the EUR cross

currency interest rate swaps has been hedged using interest rate swaps. Refer

to note 19 for further information.

Other risks

Credit risk

In the normal course of business, Chorus incurs

counterparty credit risk from financial instruments,

including cash, trade and other receivables, and

derivatives.

Credit risk is managed by entering into contracts with creditworthy financial

institutions.

Refer to individual notes for additional information on credit risk.

Chorus has certain derivative transactions that are subject to bilateral credit

support agreements that require Chorus or the counterparty to post collateral

to support the value of certain derivatives. As at 30 June 2023 no collateral

was posted.

Liquidity risk

Liquidity risk is the risk that Chorus will encounter

difficulty raising liquid funds to meet commitments

as they fall due or foregoing investment

opportunities, resulting in defaults or excessive

debt costs. Prudent liquidity risk management

implies maintaining sufficient cash and the ability to

meet its financial obligations.

Chorus manages liquidity risk by ensuring sufficient access to committed

facilities, continuous cash flow monitoring and maintaining prudent levels of

short

‑t

erm debt maturities.

Annual Report 202354
Interest rate risk

Analysis of Chorus’ interest rate repricing is outlined below:

30 June 2023

Within 1 Year

$M

1–2 Years

$M

2–3 Years

$M

3–4 Years

$M

4–5 Years

$M

Greater than

5 years

$M

Total

$M

Floating rate

Debt (after hedging)

370 –––––370

Fixed rate

Debt (after hedging)

328 ––514 200 1,150 2,192

CIP securities––150 ––547697

698 –150 514 200 1,6973,259

30 June 2022

Floating rate

Debt (after hedging)

635 –––––635

Fixed rate

Debt (after hedging)

190 350 ––514 700 1,754

CIP securities–––140 –473 613

825 350 –140 514 1,173 3,002

Interest rate sensitivity analysis

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity and

profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange

rates, remain constant.

2023

$M

Profit / (loss)

2023

$M

Equity (increase)

/

decrease

2022

$M

Profit / (loss)

2022

$M

Equity (increase)

/

decrease

100 basis point increase1 1 1 (6)

100 basis point decrease(1) (2)(1)7

Credit risk

The maximum exposure to credit risk at the reporting date was as follows:

Notes

2023

$M

2022

$M

Cash and call deposits1576 88

Trade and other receivables11153 126

Derivative financial instruments19159 129

Maximum exposure to credit risk388 343

Refer to individual notes for additional information on credit risk.

Note 20 – Financial risk management (cont.)

Annual Report 202355
Liquidity risk

Chorus manages liquidity risk by ensuring sufficient access

to committed facilities, continuous cash flow monitoring and

maintaining prudent levels of short‑term debt maturities.

At balance date, Chorus had available $450 million under

the syndicated bank facilities (30 June 2022: $350 million).

Nil of the facilities have been drawn down as at 30 June 2023

(30 June 2022: $190 million).

The gross (inflows)/outflows of derivative financial liabilities

disclosed in the table below represent the contractual

undiscounted cash flows relating to derivative financial liabilities

held for risk management purposes and which are usually not

closed out prior to contractual maturity. The disclosure shows

net cash flow amounts for derivatives that are net cash settled

and gross cash inflow and outflow amounts for derivatives that

have simultaneous gross cash settlement (for example forward

exchange contracts).

30 June 2023

Carrying

amount

$M

Contractual

cashflow

$M

Within 1 Year

$M

1–2 Years

$M

2–3 Years

$M

3–4 Years

$M

4–5 Years

$M

5+ Years

$M

Non-derivative financial liabilities

Trade and other payables

291 291 280 11 – – – –

Leases (net settled) 181 310 24 23 22 21 19 201

Debt 2,528 2,114 751 31 31 328 226 747

CIP securities 697 1,338 – 171 – – – 1,167

Derivative financial liabilities

Interest rate swaps

Outflows

45 55 10 9 7 6 6 17

Cross currency interest rate swaps:

Inflows

– (589) (5) (5) (5) (574) – –

Outflows47 635 39 36 31 529– –

Forward exchange contracts:

Inflows

– (13) (13)– – – – –

Outflows– 12 12 – – – – –

30 June 2022

Carrying

amount

$M

Contractual

cashflow

$M

Within 1 Year

$M

1–2 Years

$M

2–3 Years

$M

3–4 Years

$M

4–5 Years

$M

5+ Years

$M

Non derivative financial liabilities

Trade and other payables

280 280 264 16 ––––

Leases (net settled)187 113 11 10 10 10 9 62

Debt2,322 2,487 45 1,409 14 14 585 420

CIP securities613 1,259 ––171 ––1,088

Derivative financial liabilities

Interest rate swaps

Outflows

54 65 6 7 8 9 9 26

Cross currency interest rate swaps:

Inflows

–(593)(4)(5)(5)(5)(576)–

Outflows56 649 28 31 31 30 529 –

Forward exchange contracts:

Inflows

–(3)(3)–––––

Outflows–21 21 –––––

Note 20 – Financial risk management (cont.)

Annual Report 202356
Master netting arrangements

Chorus enters into derivative transactions under the International

Swaps and Derivatives Association (ISDA) master agreements.

The ISDA agreements do not meet the criteria for offsetting in

the Statement of financial position, as Chorus does not currently

have any legally enforceable right to offset recognised amounts.

Under the ISDA agreements the right to offset is enforceable

only on the occurrence of future events such as a default on the

bank loans or other credit events. The potential net impact of

this offsetting is shown below. Chorus does not hold, and is not

required to post, collateral against its derivative positions.

Net derivatives after applying rights of offset under ISDA

agreements are as below:

30 June 2023

Gross amounts of financial

instruments in the statement

of financial position

$M

Related financial

instruments that are not

offset

$M

Net amount

$M

Financial assets

Other investments including derivatives

Interest rates swaps

89 (45)44

Cross currency interest rate swaps57 (47)10

Restructured interest rate swaps12 –12

Forward exchange contracts1 –1

159 (92)67

Financial liabilities

Interest rates swaps

(45)45 –

Cross currency interest rate swaps(47)47 –

Electricity futures(2)–(2)

(94)92 (2)

30 June 2022

Financial assets

Other investments including derivatives

Interest rates swaps

77 (45)32

Cross currency interest rate swaps37 (37)–

Restructured interest rate swaps5 (5)–

Forward exchange contracts6 –6

Electricity futures4 –4

129 (87)42

Financial liabilities

Interest rates swaps

(45)45 –

Cross currency interest rate swaps(56)37 (19)

Restructured interest rate swaps(9)5 (4)

(110)87 (23)

Note 20 – Financial risk management (cont.)

Annual Report 202357
Fair value

Financial instruments are either carried at amortised cost, less

any provision for impairment losses, or fair value. The only

significant variances between instruments held at amortised cost

and their fair value relate to the EMTN and the 2030 NZD Bond.

For those instruments recognised at fair value in the statement

of financial position, fair values are determined as follows:

Level 1Fair value is determined using unadjusted quoted prices from an active market for identical assets and liabilities. A market

is regarded as active if quoted prices are readily and regularly available from an exchange, a dealer, a broker, an industry

group, a pricing service or a regulatory agency and those prices represent actual and regularly occurring market

transactions on an arm’s length basis.

Level 2Fair value is determined using observable inputs – financial instruments with quoted prices for similar instruments in

active markets or quoted prices for identical or similar instruments in inactive markets. Where quoted prices are not

available, the fair value of financial instruments is valued using models where all significant inputs are observable.

Level 3Fair value is determined using significant non‑observable inputs. Financial instruments are valued using models where

one or more significant inputs are not observable.

All financial instruments held at fair value are Level 2

instruments. Relevant financial assets and financial liabilities and

their fair values are detailed in note 19.

Valuation of level 2 derivatives

The fair values of level two derivatives are determined using

discounted cash flow models. The key inputs in the valuation

models are:

InstrumentValuation input

Cross‑currency interest rate swapsForward curve for the relevant interest rate and foreign exchange rate

Interest rate swapsForward interest rate curve

Electricity swapsASX forward price curve

Foreign exchange contractsForward foreign exchange rate curves

Hedge accounting

Chorus designates and documents the relationship between

hedging instruments and hedged items, as well as the risk

management objective and strategy for undertaking various

hedge transactions. At hedge inception (and on an ongoing

basis), hedges are assessed to establish if they are effective in

offsetting changes in fair values or cash flows of hedged items.

Hedges are classified into two primary types: cash flow hedges

and fair value hedges. Refer to note 19 for additional information

on cash flow and fair value hedge reserves.

Capital risk management

Chorus manages its capital considering shareholders’ interests,

the value of its assets and credit ratings. The capital Chorus

manages consists of cash and debt balances.

The Chorus Board’s broader capital management objectives

include maintaining an investment grade credit rating with

headroom. In the longer term, the Board continues to consider a

‘BBB’ rating appropriate for a business such as Chorus.

Note 21 – Contingent liabilities

There are no contingent liabilities as at 30 June 2023.

Note 22 – Subsequent events

Dividends

On 21 August 2023 Chorus declared an unimputed dividend of

25.5 cents per share in respect of the year ended 30 June 2023.

Note 20 – Financial risk management (cont.)

Annual Report 202358

Annual Report 202359
Governance

and disclosures

60 Corporate governance framework

61 Board composition & performance

71 Board committees

73 Ethical standards

74 Reporting and disclosure

75 Remuneration and performance

83 Risk management

85 Shareholder rights and relations

86


A

dditional disclosures

92

Glossary

Annual Report 202360
This statement outlines the key aspects of our

corporate governance framework and was

approved by our Board on 18 August 2023.

As a New Zealand company listed on the NZX, our corporate

governance policies and practices meet or exceed the

standards of that market. We have adopted and fully

followed the recommendations set out in the NZX Corporate

Governance (Code). We are reporting against the 1 April 2023

edition of the Code.

Although we have an ASX “foreign exempt” listing status

1

we

also continue to take the ASX Corporate Governance Code

into account in our governance practices and policies.

Our Board regularly reviews and assesses our governance

policies, processes and practices to identify opportunities

for enhancement.

Chorus is, for the third year, publishing its sustainability

report (Sustainability Report), reflecting our ambition to

support New Zealand in its transition to be more sustainable.

The Sustainability Report contains information on our

sustainability strategy, including our environmental focus,

our commitment to strengthening the digital capability in

Aotearoa, and our commitment to helping our people thrive.

Aotearoa is also in the process of implementing mandatory

climate-related disclosures for many large companies,

including Chorus. We continue to refine our climate-related

risk and reporting framework to help New Zealand meet its

international obligations and to provide stakeholders with

meaningful climate-related information.

Our corporate governance practices and reporting against

the recommendations set out in the Code, are outlined on the

following pages (refer to the index below), in our Sustainability

Report and available at www.chorus.co.nz/governance.

Principle 1Ethical StandardsPg 73

Principle 2Board Composition & PerformancePgs 61-70

Principle 3Board CommitteesPgs 71-72

Principle 4Reporting & DisclosurePg 74

Principle 5RemunerationPg 75-82

Principle 6Risk ManagementPg 83

Principle 7AuditorsPg 84

Principle 8Shareholder Rights & RelationsPg 85

1 An ASX foreign exempt listing is based on the principle of substituted compliance. This means our primary obligation is to comply with the NZX listing

rules (as our home exchange). As a result we do not need to follow or report against compliance with the ASX Corporate Governance Code.

Our Board’s role

Our Board is appointed by shareholders and has overall

responsibility for strategy, culture, health and safety,

governance and performance.

Board membership

Our Board’s skills, experience and composition support

effective governance and decision making, positioning it

to add value.

Our Board regularly assesses its composition utilising a skills

matrix and annual evaluation processes. Training is provided

or recruitment undertaken if new or additional skills or

experience is required. This ensures diversity of thought,

skills and expertise and that our Board remains aligned with

our strategic direction.

Our constitution provides for a minimum of five and a

maximum of 12 directors.

As at 30 June 2023 we had seven directors all of whom are

independent directors. We have four male directors and three

female directors. Our CEO is not a director on our Board.

Directors are not appointed for specified terms. However,

the NZX listing rules compulsorily require that no director

term exceeds three years, requiring all directors to stand

again for re-election before their third anniversary. Due to

Chorus' succession planning, Chorus has at least one

director standing for re-election each year. Mark Cross

and Sue Bailey both stood for re-election in 2022, while

Will Irving stood for election as a new director. Patrick

Strange retired and Mark Cross was appointed as Chair in

his place. Jack Matthews and Kate Jorgensen are due to

stand for re-election in 2023.

We recognise that women and ethnic minorities are still

under-represented in the leadership of New Zealand

businesses and our Board remains actively conscious of this in

its succession planning. More information on our approach to

diversity is set out on page 79 and in our Sustainability Report,

available at www.company.chorus.co.nz/sustainability.

Corporate governance

framework

Annual Report 202361
Summary

1

of our Board’s roles and responsibilities:

Strategic objectives

and financial

performance

• Approving strategies developed by Management in support of Chorus’ purpose to achieve its strategic

objectives

• Monitoring the execution of strategies by Management

• Approving the annual budget and financial plans

• Approving major corporate initiatives

• Approving expenditure or actions that exceed the limits delegated to the CEO

Culture• Overseeing the effectiveness of Management plans to build and support a corporate culture that

champions safe, fair and inclusive workplaces

• Receiving reports from Management regarding Chorus’ culture, including employee wellbeing

Risk management•

O

verseeing the process for identifying significant risks facing Chorus


O

verseeing systems of risk management and internal control and compliance (including compliance

with Chorus’ legal and regulatory obligations)

• Satisfying itself that appropriate controls, monitoring and reporting mechanisms are in place

• Overseeing the effective monitoring and management of health and safety

Financial reporting•

Approving Chorus’ financial statements



O

verseeing the integrity of Chorus’ accounting and corporate reporting systems including liaising with

Chorus’ external auditor

Monitoring

Management’s

performance and

succession planning


A

ssessing the performance of the CEO


(

In addition to the CEO) considering the appointment and replacement of the CFO and the Chief

Corporate Officer & General Counsel


O

verseeing succession plans for the CEO and their direct reports

Board performance

and succession

planning


Reviewing the needs, size, independence, qualifications, skills, experience and composition of the

Board to ensure the right Directors with the right skills sit around the boardroom table

• Identifying and nominating (or appointing) Director candidates and overseeing Director induction and

ongoing Director professional development

• Carrying out Board succession planning, including for the Board Chair



E

stablishing, developing and overseeing evaluation processes to annually assess Board, Board

Committee and individual Director performance

Continuous Disclosure•


O

verseeing the process for making timely and balanced disclosure of all material information

concerning Chorus

Remuneration•


A

pproving Chorus’ remuneration policy and framework and satisfying itself that Chorus’ remuneration

policy is aligned with Chorus’ purpose, values, strategic objectives, and risk appetite


A

pproving material changes to employee short and long term incentive plans

Governance and

Sustainability

• Monitoring the effectiveness of Chorus’ governance policies and practices including satisfying itself that

an appropriate framework exists for information to be reported by Management to the Board

• Approving Chorus’ sustainability strategy



O

verseeing the social, ethical, and environmental impact of Chorus’ activities

Stakeholder

Management

• Monitoring the relationships between Chorus and key stakeholders to ensure they are productive

and healthy.

Board Charter

(Code Recommendation 2.1)

The Board has a written charter outlining the roles and responsibilities of the Board and management.

A copy of the Board Charter is available at www.chorus.co.nz/governance.

Board composition

and performance

(Code Recommendations 2.1 - 2.10)

1 Summary primarily drawn from the Board Charter.

Annual Report 202362
Our Board

(Code Recommendation 2.4)

Mark Cross

BBS (Accounting &

Finance), CA

Chair

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 is currently a director

of Xero and a board

member and investment

committee chair of Accident

Compensation Corporation

(ACC). He is also a former

chair of Milford Asset

Management and former

director of Z Energy, Genesis

Energy, and Argosy Property.

Mark is a member of

Chartered Accountants

Australia and New Zealand,

a chartered member of

the Institute of Directors

NZ and a member of the

Australian Institute of

Company Directors.

He was chair of our Audit

and Risk Management

Committee, and was on our

Nominations and Corporate

Governance Committee.

Mark has been appointed

as the new Chair of Chorus

following Patrick Strange’s

resignation. His appointment

took effect from the end

of the annual shareholders’

meeting in October 2022.

Kate Jorgensen

MTF, BBus, CA

Director since 1 July 2020

Independent

Kate brings a wealth of

experience in strategic,

financial, and audit

matters, with several senior

leadership positions held in

NZ's telecommunications,

infrastructure, and

construction industries.

Her focus on governance,

risk management and

sustainability has earned her

the respect of stakeholders.

Kate also serves on the

boards of Suncorp NZ and

Kiwibank. She has held senior

positions as CFO of Vodafone

NZ, KiwiRail, and Fletcher

Building's infrastructure

division. Kate is an impact

coach with the Springboard

Trust and was a member

of the Sustainable Business

Council Advisory Board.

She holds a Masters in

Technological Futures and

a Bachelor of Business, is

a Chartered Accountant of

Australia and New Zealand,

and a Chartered Member of

the Institute of Directors.

Kate is chair of our Audit

and Risk Management

Committee.

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 Deakin

TopCo Pty Ltd (trading

as Levande), Metlifecare,

Metcash Limited, Southern

Cross Medical Care Society,

Southern Cross Healthcare

Limited, Stevenson Group,

and a Board trustee of

Starship Foundation.

Murray is chair of our

People, Performance and

Culture 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

(one of Australia's largest

telecommunication operators

with mobile, cable and

fibre networks) 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.

Annual Report 202363
Our Board and management are committed to

ensuring our people act ethically, with integrity

and in accordance with our policies and values.

Miriam Dean

CNZM, KC

Director since

27 October 2021

Independent

As a King's Counsel and

independent director,

Miriam has extensive

experience in commercial

dispute resolution and

governance, with a specialty

in competition, consumer

and regulatory law.

Miriam also has significant

experience in the

infrastructure and regulatory

sectors, most notably as

a current director of Rau

Paenga Limited (previously

Ōtākaro Limited), tasked with

supporting and delivering

infrastructure around Aotearoa

for various government

agencies, a former director of

Crown Infrastructure Partners,

a former deputy chair of

Auckland Council Investments,

and a former deputy chair of

the Commerce Commission.

Miriam is 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.

Miriam is on our People,

Performance and Culture

Committee.

Will Irving

LL.B. (Hons), BCom

Director since

26 October 2022

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.

Will is a member of

our Audit and Risk

Management Committee.

Jack Matthews

BA Philosophy, College of

William and Mary

Director since 1 July 2017

Independent

Jack is an experienced

director who has held a

number of senior leadership

positions within the media,

telecommunications and

technology industries in

Australia and New Zealand.

Jack has extensive

telecommunications industry

experience having

been CEO

of TelstraSaturn during the

period they deployed their

HFC network i n New Zealand,

as well as a former director

of Crown Fibre Holdings, the

Crown agency overseeing

the rollout of New Zealand’s

fibre infrastructure network.

Formerly, Jack was CEO

of Fairfax Media’s Metro

Division, CEO of Fairfax

Digital and Chief Operating

Officer of Jupiter TV (Japan).

Jack is currently the chair

of

Lodestone Energy and

a director of New Zealand

Golf Network Limited,

and a former director

of Plexure Group,

The Network for

Learning,

APN Outdoor Group and

Tr ilogy International.

Jack is a member of our

Audit and Risk Management

Committee.

Annual Report 202364
Jack Matthews and Kate Jorgensen are retiring by

rotation and standing for re-election at our 2023 Annual

Shareholders’ Meeting (ASM).

Our Board has determined that collectively its directors

have a broad range of managerial, financial, accounting and

industry skills and experience in the key areas set out on the

following page.

A summary of current directors skills, experience

and qualifications is set out on our website at

www.chorus.co.nz/governance.

As the Chorus business evolves, so too does the Board.

Chorus’ beginnings were focused on infrastructure build and

project management. With the success of the build,

we are now focused on connecting customers and their

experience as well as future connectivity and non-regulated

revenue opportunities. The Board is also focused on the

increasing risks and impacts of climate change, and how

that fits into Chorus' overall strategy. The Board considers

it is important to balance both specialist expertise and the

ongoing need for strong general commercial expertise.

Figure 3:Figure 4:

Director tenureBoard gender diversity

DirectorAppointedLast elected at ASM

Murray Jordan20152021

Mark Cross20162022

Jack Matthews20172020

Sue Bailey20192022

Kate Jorgensen20202020

Miriam Dean20212021

Will Irving20222022

0–3 years

4–6 years

6+ years

Female

Male

29%

14%

57%43%

43%

43%

Annual Report 202365
The following table reflects the strengths of the current Board based on a mix of key skills and experiences that are currently

relevant for Chorus.

Skill/experienceDescriptionCombined Board

Capital markets

and investment

Experience in, and understanding of, capital markets, market regulation,

capital investment and the investor experience

Communications

connectivity and

technology

Understanding, expertise and/or experience in communications connectivity,

adopting new technologies, leveraging and implementing technologies

Governance –

financial, audit,

legal, listed company

Experience with, and a commitment to, high corporate governance standards

including in listed companies

Understanding financial business drivers, and/or experience implementing or

overseeing financial accounting, external reporting and internal financial controls

Physical infrastructure

and operations

including contracting,

safety and risk

Experience in leading, and/or understanding of, physical infrastructure

operations, including contracting

Commitment and experience in management of workplace safety

Experience anticipating and identifying key risks and monitoring the effectiveness

of risk management frameworks and controls

Governance –

executive experience

in large businesses

Executive experience in leading large businesses, developing and implementing

strategy and strategic objectives, assessing business plans and driving execution

Infrastructure

regulation

Understanding the current and developing regulatory environment, complexities

and actual and potential impacts

Expertise identifying and managing legal, regulatory, public policy and corporate

affairs issues

Customer

experience

Experience in customer-led transformation, customer focus (at both a retailer and

consumer level) and/or customer centric organisations in competitive industries

Moderate experienceSome experienceSubstantial experience

Annual Report 202366
Appointment

(Code Recommendations 2.2 & 2.3)

Our Board may appoint additional directors to our Board or

to fill a casual vacancy. Any director appointed by the Board

is required to stand for election at the next ASM.

The independence, qualifications, skills and experience

needed for the future and those of existing Board members

are reviewed by the Board before appointing new directors.

External advisors are also engaged to identify

potential candidates.

To be eligible for selection, candidates must demonstrate

appropriate qualities and satisfy our Board they will commit

the time needed to be fully effective in their role.

Appropriate checks are undertaken before a candidate

is appointed or recommended for election as a director,

including as to the person’s character, experience, education,

criminal record and bankruptcy history.

Shareholders may also nominate candidates for appointment

to our Board. In addition, under the agreements entered into

with CIP relating to our UFB programme, CIP is entitled to

nominate one person as an independent director, however

CIP have never exercised this entitlement. Should this occur,

our Board must consider this nomination in good faith, but the

appointment (and removal) of any such person as a director is

to be made by shareholders in the same way as other directors.

We have written agreements with each non-executive

director setting out the terms of their appointment, including

obligations and responsibilities, compliance with our policies

(including code of ethics and securities trading) and ongoing

professional development.

No person who is an 'associated person' (as defined in

Chorus' Constitution) of a telecommunications services

provider in New Zealand may be appointed or hold office

as a director.

Minimum shareholding policy

Chorus' Minimum Shareholding Policy sets the expectation

on directors to hold, at a minimum, shares equal in value to

one year's director base fee (after tax). If not held at their date

of appointment, the policy expects directors to accumulate

this holding over the first three years from that date.

Diversity, equity and inclusion policy

(Code Recommendation 2.5)

Information about Chorus' approach to diversity,equity and

inclusion is found on page 79 of this report.

Director induction and professional development

(Code Recommendation 2.6)

Our director induction programme ensures new directors

are appropriately introduced to management and our

business, provides directors with relevant industry knowledge

and familiarises them with key governance documents and

key stakeholders.

Our directors are expected to continue ongoing professional

development to ensure they maintain appropriate expertise

to effectively perform their duties.

We hold dedicated Board education sessions covering a

range of topical matters, both technical and cultural.

Visits to our operations, briefings from key management,

industry experts and key advisers, together with educational

and stakeholder visits, are also arranged for our Board.

Annual Report 202367
Review and evaluation of Board performance

(Code Recommendation 2.7)

Our Board evaluates its performance each year. As part of

this process our chair meets with directors individually to

discuss performance.

Our Board also formally engages in annual reviews of our

Board chair, and chairs of our standing Board committees.

In addition to Board performance reviews, our Board

takes a future focused approach to future Board capability,

composition and the potential contribution of each

existing director.

Independent advice

A director may, with our chair’s prior approval, obtain

independent professional advice (including legal advice)

and request the attendance of advisers at Board and Board

committee meetings. No external advice was sought this year.

Independence

(Code Recommendations 2.4 & 2.8)

All our directors, including our Board chair, are independent

directors.

When assessing independence, our Board will consider

whether a director is free of material relationships with Chorus

(other than as a director) and other relationships that could

influence, or could reasonably be perceived to influence, the

director's capacity to bring an independent view to decisions

about Chorus.

Our Board has not set financial materiality thresholds for

determining independence but considers materiality in the

context of each relationship and from the perspective of the

parties to that relationship.

Delegation of authority

Our Board has overall responsibility for strategy, culture,

health and safety, governance and performance.

Implementation of our Board approved strategy, business

plan and governance frameworks, and responsibility for

developing our culture and health and safety practices, is

delegated by the Board to management through the CEO.

As such our CEO (with the support of his executive team) is

responsible for Chorus’ day-to-day management, operations

and leadership, reporting to the Board on key performance,

management and operational matters.

Our CEO sub-delegates authority to his executive team and

they sub-delegate their authority to other Chorus employees

within specified financial and non-financial limits.

Formal policies and procedures govern the parameters and

operation of these delegations.

Our CEO is not a director on our Board.

Annual Report 202368
Director interests and trading

(Code Recommendation 2.4)

As at 30 June 2023, directors had a relevant interest (as defined in the Financial Markets Conduct Act 2013)

in approximately 0.059% of shares as follows:

Current Directors

Interest as at 30 June 2023Transactions during the reporting period

DirectorSharesInterestNumber

of shares

Nature of transactionConsiderationDate

Mark Cross30,711Beneficial owner as beneficiary

of Alpha Investment Trust;

power to exercise voting

rights and acquire/dispose of

financial products as director

of trustee.

555Acquisition of shares

on reinvestment of

dividends under Chorus’

dividend reinvestment

plan

$4,239.0911 October 2022

Kate Jorgensen12,975Registered holder and

beneficial owner

––––

Murray Jordan124,010Registered holder and

beneficial owner of ordinary

shares as trustee and

beneficiary of Endeavour Trust

2,243Acquisition of shares on

reinvestment of dividends

under Chorus’ Dividend

Reinvestment Plan

$1 7, 1 32 . 0311 October 2022

Sue Bailey35,000Registered holder and

beneficial owner

5,000On market acquisition$38,520.4314 March 2023

Miriam Dean5,000Registered holder and

beneficial owner of ordinary

shares as trustee and

beneficiary of the Miriam Dean

Trust

5,000On market acquisition$40,070.5031 August 2022

Will Irving30,000Registered holder and

beneficial owner

15,000On market acquisition$119,97321 February 2023

15,000Initial Disclosure Notice–26 October 2022

Jack Matthews19,881Registered holder and

beneficial owner

360Acquisition of shares on

reinvestment of dividends

under Chorus’ Dividend

Reinvestment Plan

$2,749.6811 October 2022

Annual Report 202369
As at 30 June 2023, directors had a relevant interest (as defined in the Financial Markets Conduct Act 2013)

in approximately 0.024% of Chorus’ NZX bonds maturing December 2028 as follows:

Interest as at 30 June 2023Transactions during the reporting period

DirectorBondsInterestNumber

of bonds

Nature of transactionConsiderationDate

Murray Jordan100,000Registered holder and

beneficial owner as

trustee and beneficiary

of Endeavour Trust

––––

Miriam Dean20,000Registered holder and

beneficial owner as

trustee and beneficiary

of the Miriam Dean Trust

––––

Changes in Director interests

Mark CrossRetired as a director of Milford Asset Management Limited, Milford Capital Investments Limited, Milford Funds

Limited, Milford Private Equity Limited, Milford Prived Wealth Limited, Mitre Peak Nominee 1 Limited, MPE II GP

Limited, MPE III GP Limited.

1

Murray JordanBecame a board member of Deakin TopCo Pty Ltd (trading as Levande).

2

Jack MatthewsRetired as a director of Plexure Group.

3

Sue BaileyNone

Miriam DeanNone

Patrick StrangeRetired as a director of Chorus Limited and Chorus New Zealand Limited.

4

Kate JorgensenBecame a board member of Suncorp Group (Vero Liability Insurance Ltd, Asteron Life Ltd, and Vero Insurance NZ Ltd.).

5

Became a board member of Kiwibank Limited.

6

Retired as a board member of the Graeme Dingle Foundation.

7

Will IrvingNone

Notes:

1 From 1 July 2022.

2 From 29 July 2022.

3

From 20 September 2022.

4 From 26 October 2022.

5

From 1 September 2022.

6 From 1 June 2023.

7

F

rom 22 June 2023..

Annual Report 202370
Board chair

(Code Recommendations 2.9 & 2.10)

Our chair is elected by the Board and must be a non-executive, independent director.

The chair’s responsibilities include:

• Leading the Board;

• Setting the agenda for Board meetings in consultation with the CEO;

• Facilitating the effective contribution of all directors;

• Promoting constructive relationships between directors and management; and

• Leading stakeholder relationships

The chair’s other commitments must not hinder his or her effective performance in the role.

Board and Board committee meeting attendance in the year ended 30 June 2023

(Code Recommendation 2.4)

Regular Board

meetings

Other Board

meetings

1

ARMCPPCCRegulatory

Sub‑Committee

Total number of

meetings held

84444

Mark Cross

2

7314

Kate Jorgensen8444

Murray Jordan8444

Sue Bailey8444

Miriam Dean8444

Will Irving

3

7233

Jack Matthews8444

Patrick Strange

4

231

JB Rousselot is not a director, but has attended 100% of all Board meetings (except for director-only sessions).

Notes:

1 Includes dedicated Board education, and strategy and business planning, meetings. Directors also have health and safety site visits each year.

2 Mark Cross, as Board chair, attends all Board committee meetings. As he is no longer a formal member of the ARMC or PPCC (following his

appointment as Board Chair in October 2022), that attendance is not noted in the table following his appointment date.

3 Will Irving was elected to the Board effective 26 October 2022. He attended 1 regular and one other meeting as an observer.

4


P

atrick Strange retired from the Board effective 26 October 2022.

Annual Report 202371
Two standing Board committees and one ad-hoc sub-

committee also assist our Board in carrying out its

responsibilities. Some Board responsibilities, powers and

authorities are delegated to those committees.

Board committees assist our Board by focusing on specific

responsibilities in greater detail than is possible for the Board

as a whole. Each standing Board committee and the ad-hoc

sub-committee has a Board approved charter and chair.

Committee members are appointed by our Board. Chorus

employees only attend Committee meetings at the invitation

of the Committee.

Other committees may be established and specific

responsibilities, powers and authorities delegated to those

committees and/or to particular directors.

(Code Recommendations 3.4)

The Nominations and Corporate Governance Committee

was disestablished in 2022, with its' responsibilities for

director appointment, evaluation, succession planning,

education and Board governance now undertaken by the

Board. It was disestablished to streamline the governance

framework following an internal review of the committees.

It is planned to disestablish the Regulatory Sub-Committee

in the first quarter of FY24, with future regulatory

responsibilities being undertaken by the Board.

Our

Shareholders

Chorus

Limited Board

CEO

Executive

Team

Our

People

Audit and Risk

Management Committee

People, Performance and

Culture Committee

Regulatory Sub‑Committee

Board committees

(Code Recommendations 3.1 - 3.6)

Audit and Risk Management Committee (ARMC)

(Code Recommendations 3.1)

RoleOur ARMC assists our Board in overseeing our risk and financial management, accounting, audit and financial

reporting

MembersKate Jorgensen (chair), Jack Matthews, Will Irving

IndependenceAll committee members are non-executive independent directors. The Board chair cannot also be the ARMC

chair.

Responsibilities•

Overseeing the quality and integrity of external financial reporting, financial management, internal controls and

accounting policy and practice

• Regularly reviewing principal risk reporting

• Recommending to our Board the appointment, and if necessary removal, of the external auditor


A

ssessing the adequacy of the external audit and independence of the external auditor


Reviewing and monitoring the internal audit plan and reporting

• Overseeing the independence and objectivity of the internal audit function


R

eviewing compliance with applicable laws, regulations and standards


Overseeing and monitoring progress in the implementation of Chorus' climate strategy.

Annual Report 202372
People, Performance and Culture Committee (PPCC)

(Code Recommendation 3.3)

RoleOur PPCC assists our Board in overseeing people, culture and related policies and strategies

MembersMurray Jordan (chair), Miriam Dean, Sue Bailey

IndependenceAll committee members are non-executive independent directors

Responsibilities•

R

eviewing people and remuneration strategies, structures and policies


A

pproving annual remuneration increase guides and budgets


R

eviewing candidates for, and the performance and remuneration of, our CEO


A

pproving, on the recommendation of our CEO, the appointment of our CEO’s executive direct reports (except

our CFO and Chief Corporate Officer & General Counsel whose appointment is approved by our Board)


R

eviewing our CEO’s performance evaluation of his executive direct reports

• Developing and annually reviewing and assessing diversity, equity and inclusion and its reporting

• Overseeing recruitment, retention and termination policies and procedures for senior management

• Making recommendations (including proposing amendments) to our Board with respect to senior executive

(including CEO) incentive remuneration plans / policies


A

nnually reviewing non-executive director remuneration.

Ad-hoc Regulatory Sub-Committee

(Code Recommendation 3.5)

RoleOur Regulatory Sub-Committee assists the Board in overseeing Chorus’ regulatory strategies and meeting Director

certification obligations required by Chorus' regulator from time to time

MembersMark Cross (chair), Kate Jorgensen, Miriam Dean, Jack Matthews, Sue Bailey, Murray Jordan, Will Irving

IndependenceAll committee members are non-executive independent directors

Responsibilities•

Oversee strategy for Chorus as it relates to Chorus’ general regulatory settings and environment both inside and

outside of the Price Quality and Information Disclosure (PQID) regulatory regime

• Oversee strategy for Chorus as it transitions to the PQID regulatory regime (which took effect from

1 January 2022) including the business transformation required to operate effectively under PQID

• Oversee a regulation evolution strategy to support changing commercial circumstances including regulatory

settings outside of Chorus’ PQID requirements


Provide certifications to accompany mandatory reporting to the regulator, consider regulatory risk

management, and review any decisions or findings of the regulator regarding the regulatory regime.

Takeovers protocol

(Code Recommendation 3.6)

We have a takeovers protocol setting out the procedure to

be followed if there is a takeover offer, including managing

communications between insiders

and the bidder and engagement of an independent

adviser. The protocol includes the option of establishing

an independent takeover committee, and the likely

composition and implementation of that committee.

Annual Report 202373
Codes of ethics

(Code Recommendation 1.1)

Directors and employees are expected to act honestly and

with high standards of personal integrity. Codes of ethics

for our directors and employees set the expected minimum

standards for professional conduct. These codes facilitate

behaviours and decisions that are consistent with our values,

business goals and legal and policy obligations, including in

respect of:


Conflicts of interest;

• Gifts and personal benefits;



A

nti-bribery and corruption;


U

se of corporate property, opportunities and information;

• Confidentiality;


C

ompliance with laws and policies; and


R

eporting unethical behaviour.

We have communicated our codes of ethics and provided

annual training to our directors and employees. Our people

are also encouraged to report any unethical behaviour,

including quarterly reporting of any potential conflicts.

This process is subject to internal audit. All reported breaches

are investigated.

Chorus also has a dedicated whistle-blower email address

and phone number monitored by PwC as part of our risk

management framework to allow confidential reporting of

serious misconduct or wrongdoing and suspected fraud

or corruption. For more information, see the 'Thriving

People' section of our Sustainability Report available at

http://company.chorus.co.nz/reports

Trading in Chorus securities

(Code Recommendation 1.2)

All trading in Chorus securities by directors and employees must

be in accordance with our Securities Trading Policy. That policy

prohibits trading in Chorus securities while in possession of

inside information and requires, amongst other things:

• Directors to notify, and obtain consent from, the chair (or

in the chair’s case, the ARMC chair) before trading; and

• Employees identified as potentially coming across market

sensitive information in the course of their employment

(“restricted persons”), to obtain consent from our Chief

Corporate Officer & General Counsel (or in our Chief

Corporate Officer & General Counsel’s case, our Board

chair) before trading.

Trading in Chorus shares or NZX listed bonds by directors is

disclosed to our Board, the NZX and ASX. Trading by “senior

managers” is disclosed to the NZX.

Ethical standards

(Code Recommendations 1.1 & 1.2)

Annual Report 202374
Chorus reviews its disclosure regularly as a key measure of

good governance.

The Board’s aim is to improve our disclosures each year,

including our remuneration reporting, based on market

research and feedback from investors and other stakeholders.

Market disclosures

(Code Recommendation 4.1)

We are committed to providing timely, factual and accurate

information to the market consistent with our legal and

regulatory obligations.

We have a Board approved Disclosure Policy and a CEO

approved Market Disclosure Policy setting out our disclosure

practices and processes in more detail.

Our disclosure policies are designed to ensure:


Roles of directors, executives and employees are clearly

set out.


Appropriate reporting and escalation mechanisms

are established.


There are robust and documented confidentiality protocols

in place where appropriate.



O

nly authorised spokespersons comment publicly, within

the bounds of information which is either already publicly

known or non-material.

Key Governance Documents

(Code Recommendation 4.2)

Chorus’ website has a dedicated governance section that

contains information about our Board, the Board committees

(including the Board and committee charters) and key

policies that outline our core governance structures and

processes. These include policies and codes covering areas

such as ethics, health & safety, modern slavery, diversity,

equity and inclusion, compliance, remuneration, risk

management and whistle blowing. The governance section

can be found at https://company.chorus.co.nz/governance

Reporting

(Code Recommendation 4.3)

Chorus’ financial reports are prepared in a manner that is

balanced, clear and objective. The financial statements in this

Annual Report are prepared in accordance with NZ GAAP and

comply with NZ IFRS.

Non-financial disclosures

(Code Recommendation 4.4)

In addition to the Annual Report containing our financial

statements, we publish a sustainability report which contains

information on our sustainability strategy, including our

environmental focus, our commitment to strengthening the

digital capability in Aotearoa, and our commitment to helping

our people thrive.

Further information about our approach to sustainability

and the Sustainability Report can be found at

https://company.chorus.co.nz/sustainability

Our approach to tax

We take our tax obligations seriously and work closely with

Inland Revenue to ensure we meet our tax obligations.

We obtain external advice and Inland Revenue’s views

(through informal correspondence, determinations or rulings)

in respect of unusual or material transactions.

As we operate only in New Zealand all our tax is paid in

New Zealand at the prevailing corporate tax rate (currently

28%). We have paid all taxes we owe and all tax compliance

obligations are up to date.

Reporting

and disclosure

(Code Recommendations 4.1 - 4.4)

Annual Report 202375
Remuneration

and performance

(Code Recommendations 5.1 - 5.3)

Our remuneration model

(Code Recommendation 5.1)

Our remuneration model is designed to enable the

achievement of our strategy, whilst ensuring that

remuneration outcomes are aligned with employee and

shareholder interests.

The PPCC supports the Board to fulfil their remuneration

obligation by overseeing our remunerating strategy and policy.

There were no material changes to Chorus’ remuneration

strategy or policy in FY23. The policy is designed around six

guiding principles:

1

2

3

4

5

6

Fair to all – employees and shareholders, sharing

in the success of Chorus.

Supports a Performance focused culture.

Valued by our people.

Simple to understand and administrate.

Market — aligned with our competitors.

Point of difference — how we know it is Chorus.

Commitment to pay equity and alignment with our

shareholders’ expectations.

Rewards aligned with performance.

We have a diverse workforce and aim to provide an appropriate

suite of rewards that provide value, now and in the future.

Simplicity promotes understanding, clarity and perceptions

of fairness.

We ensure we are not over or underpaying our people through

robust market analysis that guides our decisions on remuneration.

Supports Chorus’ strategy, values, purpose and employee

value proposition.

Remuneration principles What does this mean?

Our remuneration policy sets out our approach to

remuneration for both directors and employees (including the

CEO and his direct reports).

(Code Recommendation 5.2)

The CEO and members of the executive leadership team have

the potential to earn a long term incentive (LTI) and short term

incentive (STI). Both STI and LTI are deemed at risk because the

outcome is determined by performance against a combination

of pre-determined financial and non-financial objectives.

Fixed remuneration

Fixed remuneration (not at risk) consists of base salary and

other benefits including KiwiSaver. Fixed remuneration

is adjusted each year based on data from independent

remuneration specialists. Employees’ fixed remuneration is

based on a matrix of their own performance and their current

position when compared to the market.

Short term incentive

Senior employees were invited to participate in the FY23 STI

scheme. The FY23 STI is an at risk component payment, that

is set as a percentage of fixed remuneration, from 15% to

35% based on the complexity of the role (the CEO’s STI is a

higher percentage of fixed remuneration). STI payments are

determined following a review of company and individual

performance and paid out at a multiplier of between 0x

and 1.25x for the CEO and executive leadership team, and

between 0x and 1.4x for all other employees.

Company performance goals are set and reviewed annually

by our Board to align with shareholder value. A continued

emphasis on customer experience was supplemented by a

new focus on revenue growth for the FY23 STI measures.


See figure 5.

Annual Report 202376
The Board has agreed the FY24 STI scheme will have similar

focus areas and weightings as the FY23 scheme, with the

addition of climate-related targets as a new focus area.

A gateway goal is fundamental to the STI structure. This

ensures a preliminary threshold of financial success and

affordability, before any other measures can be considered

for potential STI payments. If the gateway goal is not

achieved, no STI is payable.

The STI payment is at the ultimate discretion of the Board

and is based on performance against key financial and non-

financial measures. Some of the non-financial measures

include targets associated with health and safety, overall

team engagement scores (including both DE&I and Health

and Wellbeing scores), and gender balance and mix of teams.

As an example of how the STI is calculated, an employee with

fixed remuneration of $100,000 and an STI element of 15%

may receive between $0 and $29,400 depending on the level

of company performance (0x to 1.4x multiplier) multiplied by

their individual performance (0x to 1.4x multiplier). Individual

performance is assessed by what employees achieve within

their role (70%) and how they perform their role (30%).

Long term incentives

We offer an executive LTI share scheme to align the interests

of executives and shareholders and encourage longer term

decision making. This at risk payment is described in Note 16

of the financial statements on page 47.

To further align executive and shareholder interests,a minimum

shareholding policy was introduced in 2019. This requires

executives to hold a minimum of 25% of their after tax base

remuneration in Chorus shares. The CEO is required to hold

30% of their after tax base remuneration in Chorus shares.

The LTI scheme remained unchanged for the 2022 grant. It is an

absolute rather than a relative return based scheme. A blended

total shareholder return rate was adopted to reflect the

regulated WACC set for Chorus’ fibre assets. This incorporates

a weighted cost of equity calculation, proportional to

the regulated versus non-regulated components of the

business and based on relative enterprise value. A 0.75%

stretch percentage was added to the weighted cost of equity

calculation to determine the three-year performance hurdle.

The Board has commissioned an independent review of the

2023 grant and one of the considerations is the removal

of the current retesting provision, as well as changing the

vesting method from the current cliff method where a

grant 100% vests on reaching the performance hurdle, to a

progressive vesting scale where the grant vests in stages on

meeting agreed hurdles.

MeasuresFY23 targetFY23 actualFY23 achieved

EBITDA: gateway hurdle of $625m

1

EBITDA.

Year end target aligned with objective of modest

underlying EBITDA growth.

$665m

1

$682m

1

Exceeded

target

Customer experience – fibre fault restoration as

measured by average consumers’ scores (target of

8.2 over three months to 30 June)

8.27. 8Did not

meet target

Customer experience – intact fibre connection as

measured by average consumers’ scores (target of

7.6 over three months to 30 June)

7.67. 3Did not

meet target

Revenue growth: grow FY22 revenue by at least 1%$965m

+1%

$980m

(+1 .6%)

Exceeded

target

Strategy and execution: qualitative assessment

by Board based on long‑term business initiatives

including progress of RP2 proposal, non fibre

initiatives, growth and Diversity, Equity, and Inclusion.

VariousAs assessed

by the Board

Met target

1 The FY23 Gateway hurdle, FY23 target and FY23 actual figures represent underlying EBITDA (for more

information on underlying FY23 EBITDA, refer to the investor presentation released to the market on or

about 21 August 2023).

Figure 5:

FY23 STI Goals

20%

20%

10%10%

40%

Annual Report 202377
Chief Executive Officer employment agreement

and remuneration

(Code Recommendation 5.3)

JB Rousselot’s employment agreement reflects standard

conditions that are appropriate for a senior executive of a

listed New Zealand company. The employment agreement

may be terminated by:

— e ither he or Chorus giving six months' notice in writing;

— Chorus without notice in the case of serious misconduct,

serious breach (including substantial non-performance) or

other cause justifying summary dismissal; or

— C horus immediately, if the Board forms the view that

substantial incompatibility and/or irreconcilable differences

have developed with him, or the Board otherwise wishes

to terminate his employment when he is not at fault

(including a redundancy situation or medical incapacity).

Our CEO has a significant portion of his remuneration

linked to performance and at risk. His total remuneration is

determined using a range of external factors, including advice

from remuneration specialists, and is annually reviewed by

the PPCC and Board.

CEO remuneration performance and pay

The scenario chart below demonstrates the elements of the

CEO remuneration design in the year ended 30 June 2023.

0

$ Thousands

FIXEDONPLANMAXIMUM

4,000

3,000

2,000

1,000

100%57%

43%

43%

57%

Done

BaseAnnual variable

The chart does not include any income from the LTI scheme.

The CEO has received four LTI grants ($319,829 in 2019, which

vested in August 2022; $412,500 in 2020; $420,750 in 2021;

and $441,788 in 2022) with the 2020 grant being tested for

vesting in August 2023.

CEO remuneration for FY22 and FY23 was:

Fixed remuneration


STILTITotal remuneration

J B RousselotFY23 1,338,7501,138,607532,369

1

3,009,726

J B Rousselot

FY221,275,0001 , 147, 5 0 0—2,442,500

Other benefits paid to JB Rousselot: Chorus KiwiSaver contribution FY23 $76,207.99 and FY22 $61,355.

1 The 2019 LTI grant of $319,829 worth of share rights vested in August 2022 at a value of $532,369.

Five year summary of CEO remuneration:

CEOTotal remuneration

% STI awarded

against maximum

% LTI awarded

against maximum

Span of LTI

performance period

J B RousselotFY23$3,009,72665%100%2019-2022

FY22$2,442,50067%

— —

FY21$2,018,75047%— —

FY20

2

$1,425,253 66%— —

Kate McKenzieFY20

3

$588,325 — — —

FY19 $2,068,560 53%— —

2 Pro-rated from start date of 20 November 2019.

3 Pro-rated to end date of 20 December 2019.

Annual Report 202378
The table below outlines the CEO’s STI and LTI schemes for the performance period ending 30 June 2023

1

:

DescriptionPerformance measuresPercentage achieved

STISet at 75% of base remuneration. Based

on key financial and non-financial

performance measures.

• Company performance – see FY23

STI Goals on page 76 for weightings.

• Individual performance – based

on business fundamentals (both

financial and non-financial), customer

experience and strategic initiatives

including health and safety and DE&I.

65%

LTI – 2019Three-year grant made November

2019, equivalent to 33% of base

remuneration.


C

horus TSR performance over grant

period must exceed 10.35% on an

annualised basis, compounding.

100% vested in

August 2022.

LTI – 2020Three-year grant made August

2020, equivalent to 33% of base

remuneration.



C

horus TSR performance over grant

period must exceed 9.65% on an

annualised basis, compounding.

Assessed August 2023

with possible retesting

3


up to August 2024.

LTI – 2021Three-year grant made August

2021, equivalent to 33% of base

remuneration.


Chorus TSR performance over grant

period must exceed 6.2%

2

on an

annualised basis, compounding.

Assessed August 2024

with possible retesting

3


up to August 2025.

LTI – 2022Three-year grant made August

2022, equivalent to 33% of base

remuneration.


Chorus TSR performance over grant

period must exceed 7%

2

on an

annualised basis, compounding.

Assessed August 2025

with possible retesting

3


up to August 2026.

1 The STI payments for FY23 will be paid in FY24.

2 A blended rate which incorporates a weighted cost of equity calculation proportional to the regulated versus non regulated components of the

business, based on relative Enterprise Value has been used. A 0.75% stretch percentage is added to determine the three-year performance hurdle.

3

If the performance hurdles are not met by the initial vesting date, they are assessed monthly for a period of 12 months (noting the hurdle continues

to increase).

STI & LTI Schemes

Annual Report 202379
30 June

2018

30 June

2019

30 June

2020

30 June

2021

30 June

2023

30 June

2022

Chorus

NZX50

Percentage return

-50.00

0.00

50.00

100.00

150.00

Total Shareholder Return (TSR) performance

The graph above shows Chorus’ TSR performance against the NZX50 between 30 June 2018 and 30 June 2023.

Executive shareholding

For the year ended 30 June 2023, Chorus executives held

shares in Chorus as shown in the table below.

ExecutiveCurrent

Holdings

1

Shares Rights

Eligible to

Convert in

2023

2

Andrew Carroll

3

109,01119,897

Ed Hyde

3

30,85816,033

Elaine Campbell28,58914,572

Ewen Powell76,91413,776

JB Rousselot41,96858,947

Shaun Philp

3

38,79612,918

Tot al326,136 136,143

1 As at 30 June 2023.

2 If the 2020 LTI hurdles are met, the share rights will be converted

to shares in Q2 FY24. In addition, this will also include any share rights

in lieu of dividends not yet distributed.

3

Executives are leaving in FY24 and have been granted good leaver

status for the 2020 Grant

Diversity, Equity and Inclusion

(Code Recommendation 2.5)

Chorus’ Diversity and Inclusion Policy (available in the

Governance section of our website) provides a framework

for our current and future diversity and inclusion initiatives.

Each year, the Chorus Board sets measurable objectives to

promote diversity and inclusion. An overview of the agreed

FY23 D,E & I measures and the outcomes achieved can be

found in our Sustainability Report.

We had four male and three female directors at 30 June 2023

(30 June 2022: four male and three female directors).

Our executive (officers or senior managers) comprising our

CEO and his leadership team had six males and one female

at 30 June 2023 (30 June 2022: six males and one female).

Based on the annual review of effectiveness of our Diversity,

Equity & Inclusion (D,E&I) Policy and our measurable diversity

metrics and objectives, our Board considers that overall

we are making good progress towards achieving our D,E&I

objectives and that we have performed well against the

policy generally. We continue to consciously focus on this as

we support a culture of inclusion at Chorus.

Annual Report 202380
The second method is by career level, comparing the median

hourly rate for women to the rate for men, across our nine

career levels (salary bands). Our target is a pay gap no greater

than -2% at each career level. We achieved this in seven of

the nine career levels. In three of the nine career levels, on

average females are paid higher than males.

We’ve committed to report our ethnicity pay gap publicly once

a standard, consistent methodology is determined in Aotearoa.

Median Pay Gap

The median pay gap was 11 times and represents the

number of times greater the CEO’s base salary of $1,338,750

(annualised) was to an employee paid $121,826 (i.e. the

median of all Chorus employees). The gap was 19.2 times

when including STI payments for FY23 for the CEO.

Gender pay equity

We monitor and report on remuneration outcomes by gender

to ensure pay equity at Chorus and have supported pay gap

campaigns led by “Mind the Gap” and Global Women.

We conduct gender pay equity analysis for like positions

each year and no indications of gender bias across similar

positions were identified in FY23.

We report on gender pay gap via two different methods.

First, at a total company level, where we compare the median

hourly rate for women to the rate for men – irrespective of

role. By this measure, as of 30 April 2023, the median, gender

pay gap was an aggregate total of -19%, compared to -19.1%

in the same period last year.

Figure 6:

Gender by role - three year view FY21 - FY23 as of 30 April 2023

20%

40%

60%

80%

100%

0

EXECUTIVE


2023

EXECUTIVE


2022

14

EXECUTIVE


2021

DIRECTORS


2023

DIRECTORS

2022

DIRECTORS

2021

PEOPLE


LEADERS


2023

61

39

PEOPLE


LEADERS


2022

PEOPLE


LEADERS


2021

ALL


CHORUS


2022

ALL


CHORUS


2023

ALL


CHORUS


2021

5959

4141

58

42

86

144

57

43

40:40:20 split of employees by 2023 / 40:40:20 split of Career level 8-11 by 2025 / 40:40:20 split of People Leaders by 2023.

40:40:20 split of Executive by 2023 / 40:40:20 Board split by 2023.

64

36

8686

144144

57

43

57

43

62

38

Annual Report 202381
Employee remuneration range during the year

ended 30 June 2023

The table below shows the number of employees and former

employees who received remuneration and other benefits

in excess of $100,000 during the year ended 30 June 2023.

This includes STI and LTI paid during FY23, as well as other

benefits such as insurance and a broadband concession. The

table excludes any benefits that do not have an attributable

value and contributions employees may receive towards:

— th

e Marram Trust - a community healthcare and holiday

accommodation provider

— th

e Government Superannuation Fund - a legacy benefit

provided to a small number of employees

— KiwiSaver accounts - 3% of gross earnings

The remuneration paid to, and other benefits received by, JB

Rousselot in his capacity as CEO are detailed on pages 77 to

78, and are excluded from the table below.

Chorus does not have any permanent employee earning less

than the 2022/2023 Living Wage of $23.65 per hour.

Remuneration range $ (Gross)

Number of employees in the year

ended 30 June 2023

Actual Payment

Rem + STI + LTI + insurance + concession

1,050,000-1,060,0001

870,001-880,0001

820,001-830,0001

750,001-760,0001

730,001-740,0001

480,001-490,0001

420,001-430,0001

400,001-410,0001

390,001-400,0004

370,001-380,0002

360,001-370,0002

350,001-360,0004

340,001-350,0002

320,001-330,0001

310,001-320,0002

300,001-310,0003

290,001-300,0004

280,001-290,0003

270,001-280,0004

260,001-270,0004

250,001-260,0006

240,001-250,0004

230,001-240,00016

220,001-230,00020

210,001-220,00019

200,001-210,00019

190,001-200,00013

180,001-190,00016

170,001-180,00028

160,001-170,00030

150,001-160,00039

140,001-150,00050

130,001

‑14

0,00048

120,001

‑13

0,00055

110,001

‑12

0,00063

100,000‑110,00053

G ran d Tot al

522

Annual Report 202382
Director remuneration

(Code Recommendation 5.1)

Fee structure

Total remuneration available to directors (in their capacity as such) in the year ended 30 June 2023 was fixed at our

2019 annual shareholders’ meeting at $1,169,042.

Annual fee structureYear ended 30 June 2023 $ Year ended 30 June 2022 $

Board fees:

Board chair223,650223,650

Non-executive director114,000114,000

Board committee fees:

Audit and Risk Management Committee

Chair32,60032,600

Member16,30016,300

People, Performance and Culture Committee

Chair22,90022,900

Member11,75011,750

Nominations and Corporate Governance Committee

Chair

––

Member8,8808,880

Regulatory Sub‑Committee

C

hair

––

Member2,4002,400

Notes:

1 The Board chair receives Board chair fees only. Other directors receive committee fees in addition to their Board fees.

2

D

irectors do not participate in a bonus or profit-sharing plan, do not receive compensation in share options, and do not have superannuation or any

other scheme entitlements or retirement benefits.

3

Directors are paid $2,400 per meeting of the Regulatory Sub-Committee. The Regulatory Sub-Committee meets on an ad-hoc basis.

4 Directors may be paid an additional daily rate of $2,400 for additional work as determined and approved by our chair and where the payment is

within the total fee pool available. There were no such fees paid in the year to 30 June 2023. There was also no increase in director and committee

base fees in the year to 30 June 2023.

Fees paid to Directors (in their capacity as such) in the year ended 30 June 2023

DirectorTotal fees $ Board feesARMCPPCCNCGC

Regulatory

Sub‑Committee

Mark Cross

204,798189,18710,382–2,8282,400

Kate Jorgensen153,904114,00027, 476–2,8289,600

Murray Jordan146,500114,000–22,900–9,600

Sue Bailey135,350114,000–11,750–9,600

Miriam Dean135,350114,000–11,750–9,600

Will Irving 96,2687 7,92611,142––7, 20 0

Jack Matthews 139,900114,00016,300––9,600

Patrick Strange

71,84471,844––––

1,083,914908,95765,30046,4005,65657,6 0 0

Notes:

1 Amounts are gross and exclude GST (where applicable).

2 Patrick Strange retired as a director effective 26 October 2022. Mark Cross was appointed as chair, effective 26 October 2022. As a result, he

received Board Chair fees only from that date. Prior to that date, he received Committee fees in addition to his Board fee.

3

Directors did not receive any fees or other benefits for additional work during the year ended 30 June 2023.

4 Directors are entitled to be reimbursed for travel and incidental expenses incurred in performance of their duties in addition to the above fees.

5 The total fee pool available to directors is $1,169,042.

6 The NCGC was disestablished during the year ended 30 June 2023.

Fee structure from 1 July 2023

Our PPCC reviews non-executive director remuneration annually based on criteria developed by that committee including

internal benchmarking analysis. Director fees have not been increased since 2018 and the Board has accepted the

committee’s recommendation that a 5% increase in individual directors’ fees (base and committee fees) is reasonable for the

period since 2018. This will be accommodated within the existing director fee pool, with the Regulatory Sub-committee no

longer required once Chorus submits its RP2 proposal in 2023. The annualised impact of the 5% increase and removal of the

Regulatory Sub-committee fee will be a net reduction in individual directors fees. The Board will undertake an independent

review of the director fee pool in 2024.

Annual Report 202383
The risk and

control environment

2. Risk assessment and ratings

– Risk assessment (likelihood and impact)

– Risk ratings (critical, high, medium, low)

5. Annual risk reviews

– Completeness,

accuracy and validity

of principal risks

– Effectiveness of the

risk management

process

1. Risk identification and description

– Risk identification and description


R

ecording principal risks

3. Risk mitigations

– Risk responses

– Mitigating controls



A

ction plans

4. Regular risk reporting

– Mitigation status

– Risk trends

– Current and potential risks



A

ction plan status

Assurance

Management assurance

Independent assurance

(including internal audit,

external audit)

Risk managment

(Code Recommendations 6.1 & 6.2)

Like all businesses, we are exposed to a range

of risks. Our risk management activities aim

to ensure we identify, prioritise and manage

key risks so we can execute our strategies and

achieve our goals.

Risk management

(Code Recommendation 6.1)

No business can thrive without taking on risk. Effective risk

management is about informed risk taking and appropriate

and active management of risks.

We seek to understand and respond to our current and

future business environment, and to actively seek and

robustly evaluate opportunities and initiatives which protect

and achieve our business strategies. We strive to understand,

meet and appropriately balance stakeholders’ expectations to

deliver value to shareholders and a sustainable environment

for Chorus in the long term.

Our Board

Our Board is ultimately responsible for risk management

governance:

• Annually setting risk appetite and determining principal risks;

• Participating in discussions concerning elements of risk

including emerging and unforeseen risks;



A

pproving and regularly reviewing our Managing Risk Policy

and supporting framework;

• Promoting a culture of managing risk; and

• Through our ARMC, providing risk oversight and monitoring.

Risk appetite

Our risk appetite sets our tolerable levels of risk. It forms

a dynamic link between strategy, target setting and risk

management and sets boundaries for day-to-day decision

making and reporting.

Risk management processes

Our Managing Risk Policy sets out how we manage

our risks, including by:

• Having a single risk management framework;

• Providing the CEO and executive team with discretion to

manage risk within the guidance provided in our framework;

• Balancing the level of control implemented to mitigate

identified risks with our commitment to comply with

external regulation and governance requirements and

Chorus’ value and growth aspirations; and


Meeting good practice standards for risk management

processes and related governance.

Principal risks

Principal risks are owned by relevant executives.

This promotes integration into operations and executives

planning and a culture of proactive risk management.

Notwithstanding individual ownership, our CEO and executive

hold collective responsibility for considering how risk and

events interrelate and for managing our overall risk profile.

Principal risks are reported to our ARMC quarterly and, if

necessary, also by exception. Principal Risk owners support

the regular reporting from the Head of Risk, Internal Audit

& Compliance by providing updates on the risks they own.

Our ARMC reports to our Board.

Principal risks are assessed with each responsible executive

and collectively with the executive team before being

reported to the ARMC. This allows for constructive challenge

and debate. Underlying risk assessment and monitoring

practices are undertaken by each principal risk owner with

assistance from our Risk, Internal Audit & Compliance team.

Our Board also receives management and other internal

and external reporting over risk positions and our risk

management operation (including from internal audit

plans approved by the ARMC) through our overall

governance framework.

Annual Report 202384
Principal risks are our key risks to the achievement of our

strategy. These are assessed on a risk profile identifying

likelihood of occurrence and potential severity of impact.

Current principal risk categories are identified via a

comprehensive enterprise risk management framework

encompassing financial and non-financial risks.

They include anticipating and responding to:


Health, safety and wellbeing risks: Working to keep safe the

people we owe duties to.

• Commercial and financial sustainability risks: Maintaining

appropriate capital management and credit settings.

• Core services risks: Core service availability and network

resilience.

• People and skills risks: Ensuring Chorus attains and retains

employees with the capabilities to achieve its strategic

objectives.

• Legal, regulatory and contractual risks: Working within the

regulatory and legal environment.

• Stakeholder and customer confidence / reputation risks:

Attaining and retaining a positive reputation with key

stakeholders and customers.


Innovation risks: Identify and pursue innovation and

opportunities that will enhance Chorus.

Our risk management framework has also been applied to

our climate change risks (see our Sustainability Report).

In addition to Principal Risks, the Chorus Board or ARMC

regularly receive updates on, and discuss with the Executive:


Unforeseen risks which are 'black swan' events which have

not been otherwise identified through normal risk processes;



E

merging risks which are risks that are known to some

degree but are not likely to materialise or have an impact in

the near term;


Business unit risks which are risks to the achievement of

functional area strategies. The risks are managed at the

business unit level and reported to the ARMC if a material

risk is out of risk tolerance level.

(Code Recommendation 6.2)

Reporting on our management of health and safety risks is

included in our Sustainability Report.

Auditors

(Code Recommendations 7.1 - 7.3)

External auditor

(Code Recommendation 7.1)

Our Board and ARMC monitor the ongoing independence

and quality of our external auditor (KPMG). Our ARMC also

meets with our external auditor without management present

at least once per year.

Our ARMC charter and External Auditor Independence Policy

amongst other things:

• Prohibit the provision of certain non-audit services by our

external auditor;


R

equire ARMC approval of all audit and permitted

non

-audit services;

• Require our client services partner and lead/engagement

partner to be rotated every five years (with a five year

cooling off period) and other audit partners to be rotated

every seven years (with a two year cooling off period);



R

equire our ARMC to review our external auditor’s fees half

yearly (including the ratio of fees for audit vs. non-audit

services); and


Impose restrictions on the employment of former external

audit personnel.

Our external auditor KPMG did not provide any non-

audit assurance services in the year to 30 June 2023.

Any additional non-audit services would be provided in

accordance with our ARMC charter and External Auditor

Independence Policy. They should not affect KPMG’s

independence, including because:


T

hey are approved only where we are satisfied the services

would not compromise KPMG’s independence; and



T

hey do not involve KPMG acting in a managerial or

decision-

m

aking capacity.

KPMG confirm their independence via independence

declarations every six months.

(Code Recommendation 7.2)

Our external auditors attend our ASM each year.

Internal audit

(Code Recommendation 7.3)

We operate a co-sourced internal audit model with our Head

of Risk, Internal Audit & Compliance and her team supported

by external advisors PricewaterhouseCoopers to provide

additional resource and specialist expertise as required.

The responsibilities of our internal audit function include:



A

ssisting our ARMC and Board in their assessment of

internal controls and risk management;


D

eveloping an internal audit plan for review and approval

by the ARMC each year;


E

xecuting the plan and reporting progress against it,

significant changes, results and issues identified; and

• Escalating issues as appropriate (including to our ARMC

and/or Board chairs).

Our executive team and ARMC monitor key outstanding

internal audit issues and recommendations as part of regular

reporting and review, including the timeliness of resolution.

Our ARMC has direct and unrestricted access to our internal

audit function, including meeting them without management.

Our Head of Risk, Internal Audit & Compliance has a

management reporting line to our Chief Corporate Officer

& General Counsel and a direct reporting line to our ARMC,

attending every ARMC meeting.

Our ARMC reviews the remuneration and incentive

arrangements of our Head of Risk, Internal Audit &

Compliance and our Risk & Assurance Manager each year.

Annual Report 202385
Shareholder rights

and relations

(Code Recommendations 8.1 - 8.3)

We are committed to fostering constructive and open

relationships with shareholders:


C

ommunicating effectively with them;

• Giving ready access to balanced and understandable

information;


M

aking it easy for shareholders to participate in general

meetings; and


M

aintaining an up to date website providing information

about our business.

Our investor relations programme is designed to further

facilitate two-way communication with shareholders,

provide them and other market participants with an

understanding of our business, governance and performance

and an opportunity to express their views. As part of this

programme we enable investors and other interested

parties to ask questions and obtain information. We meet

with investors and analysts and undertake formal investor

presentations.

Our annual and half year results presentations are made

available to all investors via webcast.

Our website

(Code Recommendation 8.1)

Our key financial, operational and governance information

is available at www.company.chorus.co.nz/investors

Annual shareholder's meeting

(Code Recommendations 8.2 & 8.3)

The 2022 annual shareholders meeting was our first hybrid

meeting, where we held a physical meeting in Wellington,

a webcast to enable shareholders to view and hear

proceedings online, and we facilitated voting and the asking

of questions online.

At the time of this Annual Report, the Board has indicated

that the 2023 ASM is likely to be a hybrid meeting.

We enable shareholders to vote by proxy ahead of meetings

without having to physically attend or participate in those

meetings and adopt the one share one vote principle,

conducting voting at shareholder meetings by poll.

We consider that shareholders should be entitled to vote on

decisions which would change the essential nature of our

business.

Shareholders are also able to ask questions of, and express

their views in respect of, our Board, management and

auditors (including via appointed proxies) at and before

annual meetings.

We encourage shareholders to communicate with us and our

share registrar electronically, including by providing email

communication channels and online contact details and

instructions on our website.

Annual Report 202386
Additional

disclosures

Group structure

As at 30 June 2023, Chorus Limited has one wholly owned

subsidiary: Chorus New Zealand Limited (CNZL).

Chorus Limited

Chorus New Zealand Limited

Chorus Limited is the entity listed on the NZX and ASX. It is

also the borrowing entity under the group’s main financing

arrangements and the entity which has partnered with the

Crown for the UFB build.

CNZL undertakes (and is the contracting entity for) Chorus’

operating activities and is the guarantor of Chorus Limited’s

borrowing. CNZL also employs all Chorus people. CNZL has

its own constitution but its Board is the same as the Chorus

Limited Board.

Disclosures in respect of CNZL are set out in the

“Subsidiaries” section on page 91.

Indemnities and insurance

Chorus indemnifies directors under our constitution for

liabilities and costs they may incur for their acts or omissions

as directors (including costs and expenses of defending

actions for actual or alleged liability) to the maximum

extent permitted by law. We have also entered into deeds of

indemnity with each director under which:


Chorus indemnifies the director for liabilities incurred in

their capacity as a director and as officers of other Chorus

companies.


D

irectors are permitted to access company records while

directors and after they cease to hold office (subject to

certain conditions).

Deeds of indemnity have also been entered into on similar

terms with certain senior employees for liabilities and costs

they may incur for their acts or omissions as employees,

directors of subsidiaries or as directors of non-Chorus

companies in which Chorus holds interests.

We have a directors’ and officers’ liability insurance policy in

place covering directors and senior employees for liability

arising from their acts or omissions in their capacity as

directors or employees on commercial terms. The policy

does not cover dishonest, fraudulent, malicious or wilful acts

or omissions.

Director changes

Patrick Strange resigned as director effective 26 October 2022.

Will Irving was appointed as a director at the ASM

on 26 October 2022.

Annual Report 202387
Director restrictions

No person who is an ‘associated person’ of a

telecommunications services provider in New Zealand

may be appointed or hold office as a director. NZX has

granted a waiver to allow this restriction to be included

in our constitution.

Securities and security holders

Ordinary shares

Chorus Limited’s shares are quoted on the NZX and on

the ASX and trade under the ‘CNU’ ticker. There were

435,334,308 ordinary shares on issue at 30 June 2023.

Each share confers on its holder the right to attend and vote

at a shareholder meeting (including the right to cast one vote

on a poll on any resolution).

Constitutional ownership restrictions

As part of the establishment of Chorus we inherited an

obligation to obtain Crown approval prior to any person:



H

aving a relevant interest in 10% or more of our shares; or


O

ther than a New Zealand national, having a relevant

interest in more than 49.9% of our shares.

On each request the Crown has provided approval, currently:


L

1 Capital Pty Ltd can hold a relevant interest in up to

15% of our shares.


AMP Capital Holdings Limited can hold a relevant interest

in up to 15% of our shares, and



U

niSuper Limited can hold a relevant interest in up to 20%

of our shares.

If our Board or the Crown determines there are reasonable

grounds for believing a person has a relevant interest in our

shares in excess of the ownership restrictions, our Board

may, after following certain procedures, prohibit the exercise

of voting rights (in which case the voting rights vest in our

chair) and may force the sale of shares. Our Board may also

decline to register a transfer of shares if it reasonably believes

the transfer would breach the ownership restrictions.

NZX has granted waivers allowing our constitution to include

the power of forfeiture, the restrictions on transferability

of shares and our Board’s power to prohibit the exercise of

voting rights relating to these ownership restrictions. ASX

has also granted a waiver in respect of the refusal to register

a transfer of shares which is or may be in breach of the

ownership restrictions.

Shareholder distribution as at 30 June 2023

HoldingNumber of holders% of holdersTotal number of

shares held

% of shares issued

1 to 999

10,31852%4,221,1900.97%

1,000 to 4,9996,28432%14,650,8553.37%

5,000 to 9,9991,7299%11,489,5622.64%

10,000 to 99,9991,2826.5%26,682,2176.13%

100,000 and over890.5%378,290,48486.90%

Tot al19,702100%435,334,308100%

Substantial holders

We have received substantial product holder notices from shareholders as follows:

Notices received as at 30 June 2023

Number of

ordinary shares held

% of shares on issue

UniSuper Limited37,948,8748.72%

L1 Capital Pty Ltd36,463,3908.38%

Mitsubishi UFJ Financial Group, Inc22,196,5615.10%

Annual Report 202388
Twenty largest shareholders as at 30 June 2023

RankHolder nameHolding%

1JP Morgan Nominees Australia Limited44,850,59310.28

2HSBC Custody Nominees (Australia) Limited41,833,7249.59

3BNP Paribas Nominees Pty Ltd <Agency Lending DRP A/C>38,791,9938.89

4Citicorp Nominees Pty Limited34,017,0827.7 9

5Citibank Nominees (New Zealand) Limited – NZCSD <CNOM90>*20,862,4984.78

6BNP Paribas Nominees (NZ) Limited – NZCSD <BPSS40>*20,405,6314.68

7Accident Compensation Corporation – NZCSD <ACCI40>*14,979,6123.43

8HSBC Nominees (New Zealand) Limited - NZCSD <HKBN90>*14,438,1873.31

9JPMorgan Chase Bank NA NZ Branch-Segregated Clients Acct – NZCSD <CHAM24>*12,220,3382.80

10National Nominees Limited11,654,6772.67

11HSBC Nominees (New Zealand) Limited A/C State Street – NZCSD <HKBN45>*9,305,4062.13

12New Zealand Depository Nominee Limited <A/C 1 Cash Account>8,453,8151.94

13JBWere (NZ) Nominees Limited <NZ Resident A/C>7,6 74 , 8 6 21.76

14Custodial Services Limited <A/C 4>7, 4 6 7,6 6 61.71

15Forsyth Barr Custodians Limited <1-Custody>6,595,9871.51

16HSBC Custody Nominees (Australia) Limited <GSI EDA A/C>6,502,9991.49

17ANZ Wholesale Australasian Share Fund – NZCSD <PNAS90>*6,290,5721.44

18Generate Kiwisaver Public Trust Nominees Limited <NZCSD> <NZPT44>*6,264,6841.44

19FNZ Custodians Limited5,862,3311.34

20National Nominees Limited – NZCSD <NNLZ90>*5,606,7901.28

* Held through New Zealand Central Securities Depository Limited (NZCSD). NZCSD provides a custodial service that allows electronic trading of securities

by its members. As at 30 June 2023, 130,743,875 Chorus ordinary shares (or 29.96% of the ordinary shares on issue) were held through NZCSD.

Twenty largest bondholders (December 2027) as at 30 June 2023

RankHolder nameHolding%

1Custodial Services Limited <A/C 4>60,697,00030.35

2FNZ Custodians Limited25,412,00012.71

3BNP Paribas Nominees (NZ) Limited - NZCSD <BPSS40>*22,102,00011.05

4Forsyth Barr Custodians Limited <1-CUSTODY>16,112,0008.06

5HSBC Nominees (New Zealand) Limited - NZCSD <HKBN90>*8,600,0004.30

6PIN Twenty Limited <Kintyre A/C>7,000,0003.50

7National Nominees Limited – NZCSD <NNLZ90>*5,000,0002.50

8Mint Nominees Limited – NZCSD <NZP440>*4,953,0002.48

9JBWere (NZ) Nominees Limited <NZ USA A/C>3,975,0001.99

9FNZ Custodians Limited <DTA Non Resident A/C>3,456,0001.73

11JBWere (NZ) Nominees Limited <NZ Resident A/C>3,099,0001.55

12Citibank Nominees (New Zealand) Limited – NZCSD <CNOM90>*3,050,0001.53

13Investment Custodial Services Limited <A/C C>3,007,0001.50

14ANZ Wholesale NZ Fixed Interest Fund – NZCSD*2,499,0001.25

15TEA Custodians Limited Client Property Trust Account – NZCSD <TEAC40>*2,250,0001.13

16Forsyth Barr Custodians Limited <Account 1 E>1,617,0000.81

17Bank Of New Zealand - Treasury Support <BNZW40>1,506,0000.75

18Adminis Custodial Nominees Limited1,500,0000.75

19JBWere (NZ) Nominees Limited <NR USA AIL A/C>1,470,0000.74

20Forsyth Barr Custodians Limited <A/C 1 NRLAIL>1,468,0000.73

* Held through New Zealand Central Securities Depository Limited (NZCSD).

Annual Report 202389
Twenty largest bondholders (December 2028) as at 30 June 2023

RankHolder nameHolding%

1Custodial Services Limited <A/C 4>101,933,00020.39

2Forsyth Barr Custodians Limited <1-CUSTODY>66,438,00013.29

3JBWere (NZ) Nominees Limited <NZ RESIDENT A/C>39,516,0007.9 0

4HSBC Nominees (New Zealand) Limited O/A Euroclear Bank – NZCSD <HKBN95>*30,279,0006.06

5Hobson Wealth Custodian Limited <Resident Cash Account>26,655,0005.33

6FNZ Custodians Limited24,314,0004.86

7ANZ Wholesale NZ Fixed Interest Fund – NZCSD*22,875,0004.58

8Citibank Nominees (New Zealand) Limited - NZCSD <CNOM90>*15,074,0003.01

9JBWere (NZ) Nominees Limited <RES INST A/C>15,000,0003.00

10BNP Paribas Nominees (NZ) Limited - NZCSD <COGN40>*14,527,0002.91

11TEA Custodians Limited Client Property Trust Account – NZCSD <TEAC40>*13,839,0002.77

12Generate Kiwisaver Public Trust Nominees Limited <NZCSD> <NZPT44>*9,187,0001.84

13BNP Paribas Nominees (NZ) Limited - NZCSD <BPSS40>*7,922,0001.58

14Forsyth Barr Custodians Limited <Account 1 E>6,318,0001.26

15Bank Of New Zealand - Treasury Support <BNZW40>4,721,0000.94

16JBWere (NZ) Nominees Limited <44625 A/C>4,600,0000.92

17HSBC Nominees (New Zealand) Limited A/C State Street -NZCSD <HKBN45>*4,250,0000.85

18JBWere (NZ) Nominees Limited <44625 A/C>4,000,0000.80

19RGTKMT Investments Limited3,000,0000.60

20Mint Nominees Limited – NZCSD <NZP440>*2,977,0000.60

* Held through New Zealand Central Securities Depository Limited (NZCSD).

Twenty largest bondholders (December 2030) as at 30 June 2023

RankHolder nameHolding%

1Accident Compensation Corporation – NZCSD <ACCI40>*90,500,00045.25

2Custodial Services Limited <A/C 4>22,368,00011.18

3BNP Paribas Nominees (NZ) Limited – NZCSD <COGN40>*10,943,0005.47

4HSBC Nominees (New Zealand) Limited – NZCSD <HKBN90>*9,561,0004.78

5TEA Custodians Limited Client Property Trust Account – NZCSD <TEAC40>*8,434,0004.22

6Citibank Nominees (New Zealand) Limited – NZCSD <CNOM90>*8,204,0004.10

7FNZ Custodians Limited6,483,0003.24

8HSBC Nominees (New Zealand) Limited O/A Euroclear Bank – NZCSD <HKBN95>*5,000,0002.50

9Westpac Banking Corporate NZ Financial Markets Group – NZCSD <WPAC40>*4,918,0002.46

10Forsyth Barr Custodians Limited <1-CUSTODY>4,292,0002.15

11BNP Paribas Nominees (NZ) Limited – NZCSD <COGN40>*3,310,0001.66

12NZPT Custodians (Grosvenor) Limited - NZCSD <NZPG40>*2,900,0001.45

13CML Shares Limited2,800,0001.40

14ANZ Wholesale NZ Fixed Interest Fund – NZCSD*2,735,0001.37

15Hobson Wealth Custodian Limited <Resident Cash Account>1,556,0000.78

16Queen Street Nominees ACF Pie Funds – NZCSD*1,500,0000.75

17Forsyth Barr Custodians Limited <1-CUSTODY>1,093,0000.55

18Investment Custodial Services Limited <A/C C>1,045,0000.52

19Mint Nominees Limited – NZCSD <NZP440>*800,0000.40

20Woolf Fisher Trust Incorporated500,0000.25

* Held through New Zealand Central Securities Depository Limited (NZCSD).

Annual Report 202390
Debt listings

Chorus Limited has the following bonds on issue:


$

200 million bonds traded on the NZX debt market

(the NZDX) maturing December 2027;

• $500 million bonds traded on the NZX debt market

maturing December 2028;

• $200 million bonds traded on the NZX debt market

maturing December 2030;



E

UR 209 million EMTNs traded on the ASX maturing

October 2023;


E

UR 300 million EMTNs traded on the ASX, maturing

December 2026; and

• EUR 500 million EMTNs traded on the ASX, maturing

September 2029.

American depositary receipts

American Depositary Shares, each representing five shares and evidenced by American Depositary Receipts, are not listed

but are traded on the over-the-counter market in the United States under the ticker ‘CHRYY’ with Bank of New York Mellon as

depositary bank. As at 30 June 2023 Chorus had 906,930 ADRs on issue.

NZX bondholder distribution as at 30 June 2023

December 2027 maturity

HoldingNumber of holders% of holdersTotal number of bonds held% of bonds issued

1 - 5,00073%35,0000.02%

5,000 to 9,99994%63,0000.03%

10,000 to 99,99914663%4,103,0002.05%

100,000 and over7130%195,799,00097.9 0%

Tot al233100%200,000,000100%

December 2028 maturity

HoldingNumber of holders% of holdersTotal number of bonds held% of bonds issued

1 - 5,000494%245,0000.05%

5,000 to 9,999272%219,0000.04%

10,000 to 99,9991,01481%30,383,0006.08%

100,000 and over15613%469,153,00093.83%

Tot al1246100%500,000,000100%

December 2030 maturity

HoldingNumber of holders% of holdersTotal number of bonds held% of bonds issued

1 - 5,000114%55,0000.03%

5,000 to 9,999104%80,0000.04%

10,000 to 99,99922077%6,107,0003.05%

100,000 and over4315%193,758,00096.88%

Tot al284100%200,000,000100%

Unquoted securities

Crown Infrastructure Partners (CIP) Securities

The terms of issue for the CIP1 and CIP2 securities are set out in the subscription agreements between Chorus Limited and CIP.

These terms are summarised in note 6 of our consolidated financial statements and on our website at

www.chorus.co.nz/reports.

SecurityNumber issued in the

year ended 30 June 2023

Total on issue at

30 June 2023

HolderPercentage held

CIP1 equity securities–462,052,071CIP100%

CIP1 debt securities–462,052,071CIP100%

CIP1 equity warrants524,13815,662,325CIP100%

CIP2 equity securities–306,423,177CIP100%

CIP2 debt securities81 , 2 1 7, 0 8 0104,852,093CIP100%

Annual Report 202391
Other disclosures

New NZX listing rules

NZX updated its listing rules from 1 April 2023.

NZX waivers

On 28 March 2019 Chorus applied for the continuation of

existing and still required waivers and rulings. On 3 April 2020 a

waiver from NZX listing rule 2.3.2, 4.1.1, 4.1.2, 4.2.1, 4.14, 6.6.1,

8.1.5 and a ruling from NZX on listing rule 4.9.1 were granted.

A summary of all waivers relied on by Chorus in the

12 months ending 30 June 2023 is available on our website

at www.chorus.co.nz/investor‑i

nfo

Non-standard designation

NZX has attached a ‘non-standard’ designation to Chorus

Limited because of the ownership restrictions in our

constitution (described above).

ASX disclosures

Chorus Limited and its subsidiaries are incorporated in

New Zealand.

Chorus Limited is not subject to Chapters 6, 6A, 6B and 6C

of the Australian Corporations Act 2001 dealing with the

acquisition of shares (including substantial shareholdings

and takeovers).

Our constitution contains limitations on the acquisition

of securities, as described above.

For the purposes of ASX listing rule 1.15.3 Chorus Limited

continues to comply with the NZX listing rules.

Registration as a foreign company

Chorus Limited has registered with the Australian Securities

and Investments Commission as a foreign company and has

been issued an Australian Registered Body Number (ARBN)

of 152 485 848.

Net tangible assets per security

As at 30 June 2023, consolidated net tangible assets per

share was $1.60 (30 June 2022: $1.54).

Net tangible assets per share is a non

-G

AAP financial

measure and is not prepared in accordance with NZ IFRS.

Revenue from ordinary activities and net profit

In the year ended 30 June 2023:

• Revenue from ordinary activities increased 1.6% to

$980 million (30 June 2022: $965 million); and

• Profit from ordinary activities after tax, and net profit,

attributable to shareholders decreased 60% to $25 million

(30 June 2022: $64 million).

Subsidiaries

Chorus New Zealand Limited (CNZL)

Directors as at 30 June 2023: Mark Cross, Miriam Dean,

Murray Jordan, Jack Matthews, Sue Bailey, Kate Jorgensen,

Will Irving.

Patrick Strange resigned as a director from CNZL during the

year to 30 June 2023.

Current CNZL directors are also Chorus Limited directors

and do not receive any remuneration in their capacity as

CNZL directors.

Chorus LTI Trustee Limited (CLTL)

Directors as at 30 June 2023: None. CLTL was removed

(following application by Chorus) from the Companies Office

register on 21 July 2022.

Current and former directors of CLTL did not receive any

remuneration in their capacity as directors of CLTL.

Other subsidiaries

Chorus Limited has no other subsidiaries.

Annual Report 202392
Glossary

Backbone networkFibre cabling and other shared network

elements required either in the common

areas of multi-dwelling units to connect

individual apartments/offices, or to serve

premises located along rights of way.

BackhaulThe portion of the network that links

local exchanges to other exchanges

or retail service provider networks.

BasebandA technology neutral voice input

service that can be bundled with

a broadband product or provided

on a standalone basis.

BoardChorus Limited’s Board of Directors.

Building block

model

A methodology used for regulating

monopoly utilities. Under BBM a

regulated supplier’s allowed revenue

is equal to the sum of the underlying

components or ‘building blocks’,

consisting of the return on capital,

depreciation, operating expenditure and

various other components such as tax.

ChorusChorus Limited and subsidiaries.

CIPCrown Infrastructure Partners,

the Government organisation that

manages New Zealand’s rollout of

Ultra-Fast Broadband infrastructure.

CommissionCommerce Commission –

the independent Crown entity

whose responsibilities include

overseeing the regulation of the

telecommunications sector.

ConstitutionChorus Limited’s Constitution.

Direct fibre accessAlso known as ‘dark’ fibre, a fibre service

that provides a point to point fibre

connection and can be used to deliver

backhaul connections to mobile sites.

DirectorA director of Chorus Limited.

EBITDAEarnings before interest, income tax,

depreciation and amortisation.

EMTNEuropean Medium Term Notes.

FYFinancial year – twelve months

ended 30 June. e.g. FY23 is from

1 July 2022 to 30 June 2023.

GbpsGigabits per second. A measure of

the average rate of data transfer.

GigabitThe equivalent of 1 billion bits. Gigabit

Ethernet provides data transfer rates

of about 1 gigabit per second.

GPONGigabit Passive Optical Network.

ITInformation Technology.

Layer 2The data link layer, including broadband

electronics, within the Open Systems

Interconnection model. Layer 1 is the

physical cables and co

-l

ocation space.

MbpsMegabits per second – a measure of

the average rate of data transfer.

NZ IFRSInternational Financial Reporting

Standards – the rules that the financial

statements have to be prepared by.

P2PWhere two parties or devices are

connected point

-t

o-point via fibre.

PetabyteOne million gigabytes (GB), which

is a measure of data volume.

RABRegulatory Asset Base refers to

the value of total investment by a

regulated utility in the assets which

will generate revenues over time.

RBIRural Broadband Initiative – refers to

the Government programme to improve

and enhance broadband coverage in

rural areas between 2011 and 2016.

ShareMeans an ordinary share in Chorus.

TSOTelecommunications Services

Obligation – a universal service

obligation under which Chorus

must maintain certain coverage and

service on the copper network.

TSRTotal shareholder return.

UFBUltra-Fast Broadband refers to the

Government programme to build a fibre

to the premises network. UFB1 refers to

the original phase of the rollout to 75% of

New Zealanders. UFB2 and UFB2+ were

subsequent phases announced in 2017.

VDSLVery High Speed Digital Subscriber

Line – a copper

-b

ased technology

that provides a better broadband

connection than ADSL.

Annual Report 202293
Disclaimer

This annual report:

• May contain forward looking statements. These statements

are not guarantees or predictions of future performance.

They involve known and unknown risks, uncertainties and

other factors, many of which are beyond Chorus’ control,

and which may cause actual results to differ materially

from those expressed in the statements contained in this

annual report.


Includes statements relating to past performance.

These should not be regarded as reliable indicators of

future performance.


I

s current at its release date. Except as required by law or

the NZX and ASX listing rules, Chorus is not under any

obligation to update this annual report or the information

in it at any time, whether as a result of new information,

future events or otherwise.



C

ontains non-GAAP financial measures, including EBITDA.

These measures may differ from similarly titled measures

used by other companies because they are not defined by

GAAP. Although Chorus considers those measures provide

useful information they should not be used in substitution

for, or isolation of, Chorus’ audited financial statements.



M

ay contain information from third parties Chorus

believes reliable. However, no representations or

warranties are made as to the accuracy or completeness

of such information.

• Should be read in the wider context of material previously

published by Chorus and released through the NZX and ASX.

• Does not constitute investment advice or an offer or

invitation to purchase Chorus securities.

chorus.co.nz
Directory

Registrars

NEW ZEALAND

Computershare Investor Services Limited

Private Bag 92119, Victoria Street West

Auckland 1142, New Zealand

P: +64 9 488 8777


F

: +64 9 488 8787

E: enquiry@computershare.co.nz

investorcentre.com/nz

AUSTRALIA

Computershare Investor Services Pty Limited

GPO Box 3329, Melbourne 3001, Australia

FP: 1 800 501 366

F: +61 3 9473 2500

E: enquiry@computershare.co.nz

investorcentre.com/nz

Registered Offices

NEW ZEALAND

Level 10, 1 Willis Street

Wellington, New Zealand

P: +64 800 600 100

AUSTRALIA

C/– Allens Corporate Services Pty Limited

Level 28, Deutsche Bank Place, 126 Phillip Street,

Sydney, NSW 2000, Australia

P: +61 2 9230 4000

ADR Depository

BNY Mellon Shareowner Services

PO Box 505000, Louisville, KY 40233-5000

United States of America

P: US domestic calls (toll free) 1 888 269 2377

P: International calls +1 201 680 6825

E: shrrelations@cpushareownerservices.com

https://www-us.computershare.com/investor

ARBN 152 485 848

---

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)

Updated as at June 2023




Results for announcement to the market

Name of issuer Chorus Limited

Reporting Period 12 months to 30 June 2023

Previous Reporting Period 12 months to 30 June 2022

Currency New Zealand Dollars

Amount (000s) Percentage change

Revenue from continuing

operations

$980,000 +1.6%

Total Revenue $980,000 +1.6%

Net profit/(loss) from

continuing operations

$25,000 -60.9%

Total net profit/(loss) $25,000 -60.9%

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.25500000

Imputed amount per Quoted

Equity Security

$0.00000000

Record Date 12 September 2023

Dividend Payment Date 10 October 2023

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$1.60 $1.54

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

This announcement should be read in conjunction with the

attached annual report, audited financial statements for the year

ended 30 June 2023 contained in that report, media release and

investor presentation.

Authority for this announcement

Name of person


authorised

to make this announcement

Mark Aue

Chief Financial Officer

Contact person for this

announcement

Brett Jackson

Investor Relations Manager

Contact phone number +64 4 896 4039

Contact email address Brett.Jackson@chorus.co.nz

Date of release through MAP


21/08/2023


Audited financial statements accompany this announcement.

---

Distribution Notice

Updated as at June 2023




Please note: all cash amounts in this form should be provided to 8 decimal places, including zeros (ie 0.01001000)


Section 1: Issuer information

Name of issuer Chorus Limited

Financial product name/description Ordinary shares

NZX ticker code CNU

ISIN (If unknown, check on NZX

website)

NZCNUE0001S2

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies

Record date 12/09/2023

Ex-Date (one business day before the

Record Date)

11/09/2023

Payment date (and allotment date for

DRP)

10/10/2023

Total monies associated with the

distribution

1


$111,010,249

Source of distribution (for example,

retained earnings)

Retained earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

2

$0.25500000

Gross taxable amount

3

$0.25500000

Total cash distribution

4

$0.25500000

Excluded amount (applicable to listed

PIEs)

$0.00000000

Supplementary distribution amount $0.00000000

Section 3: Imputation credits and Resident Withholding Tax

5


Is the distribution imputed Fully imputed

Partial imputation

No imputation


1

Continuous issuers should indicate that this is based on the number of units on issue at the date of the form

2

“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of

Resident Withholding Tax (RWT).

3

“Gross taxable amount” is the gross distribution minus any excluded income.

4

“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.

This should include any excluded amounts, where applicable to listed PIEs.

5

The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is

fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute

advice as to whether or not RWT needs to be withheld.

If fully or partially imputed, please
state imputation rate as % applied

6


N/A

Imputation tax credits per financial

product

N/A

Resident Withholding Tax per

financial product

0.08415000

Section 4: Distribution re-investment plan (if applicable)

DRP % discount (if any)

N/A


Start date and end date for

determining market price for DRP

N/A N/A

Date strike price to be announced (if

not available at this time)

N/A


Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)

N/A


DRP strike price per financial product

N/A


Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

N/A


Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Mark Aue

Chief Financial Officer

Contact person for this

announcement

Brett Jackson

Investor Relations Manager

Contact phone number

+64 27 488 7808

+64 4 896 4039

Contact email address Brett.Jackson@chorus.co.nz

Date of release through MAP


21/08/2023






6

Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.

---

This report provides an overview of Chorus’
Sustainability performance for FY23.

It includes the actions we’re taking to identify and

manage our climate-related risks and opportunities.

Sustainability

Report

2023

This report has not been independently verified.
Please consider the environment before printing this document.

Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Table of contents

A note from Mark Cross:

03

Adaptation, Equity

and Future-focused

04

Sustainability

overview FY23

Who we are5

Governance7

Strategy8

Risk management9

11

Sustainability impact

summary FY23

15

Thriving environment

Te taiao puāwai

Fibre – a low-emissions technology16

Resilient and reliant17

Chorus’ transition roadmap18

Emissions performance summary 202319

Circular economy and waste minimisation20

21

Sustainable digital futures

Toa hangarau

Availability22

Affordability22

Adoption23

24

Thriving people

Nga iwi whai hua

Diversity, Equity and Inclusion25

Chorus employee overview26

Health and Safety29

Ethical supply chain30

Cybersecurity and Privacy31

Stakeholder and community32

Code of Ethics33

34

Appendix 1

Compliance with Task Force on Climate-related

Financial Disclosures/NZ Climate Standards

Governance35

Strategy36

Risk management39

Metrics and targets40

Greenhouse gas emissions source inclusions42

45

Glossary

3Chorus Sustainability Report 2023Connecting Aotearoa so that we can all live, learn, work and playA note from Mark Cross
The impacts of climate change are real, and we’ve witnessed

first-hand the devastation that can result. The extreme rainfall

and subsequent flooding took Auckland by surprise in January

2023. Then came Cyclone Gabrielle in February 2023, leaving

parts of the North Island cut off from essential utilities, including

telecommunications and broadband services.

There is climate realisation across our organisation and the

wider telco sector; we recognise the climate-related risks and

opportunities ahead and the need for these to be front and

centre of our decisions today. We are now firmly focused on

our resilience and adaptation to climate change, balanced with

doing all we can to mitigate risks and decarbonise our business

to prevent further harm. This year we joined the Climate

Leaders Coalition to show our ambitious commitment to act

and drive change. Copper withdrawal and solar photovoltaics

on our exchange buildings are the hero programmes to help us

achieve our emissions reduction target. A programme team is

considering a handful of pilot sites for our solar PV trials.

We acknowledge that we are in the early stages of our

environmental and social impact journey. We have ambitious

aspirations to achieve by 2030 and although we are pleased

with the progress we have made this year, there is much more

for us to do.

In line with recommended practice, we will review our targets

annually and consider any material changes to Chorus'

business or the assumptions used to model the targets and

emissions reduction pathways. The impact of recently disclosed

organisational changes will be considered as part of the FY24

review of the targets and emissions reduction pathways.

At Chorus, we genuinely believe fibre can deliver what’s needed

from a technology perspective. It combines the ability to both

meet data growth demand while keeping carbon emissions

low. The lower emissions profile of fibre is, in part, why we’ve

signalled our intention to retire our copper network and focus

on the technology that can bring opportunity in our global bid

to reduce the impact and rate of climate change.

In addition, every person, every whānau (family) across

Aotearoa, should be able to unlock the full potential of being a

digital citizen. The reality today is that a significant digital divide

still exists. We know that we can’t solve this social issue alone.

Listening to the communities we’re here to connect and working

in partnership with others is essential. That’s why we continue to

support government agency initiatives focused on digital equity.

During the financial year, we gave close to half a million dollars

to organisations and charities working within their communities

to help close the digital divide.

We’ve also introduced a new Diversity, Equity and Inclusion

strategy this year to ensure we build a fair, inclusive and

equitable culture where differences are our strengths,

we connect on shared values, and everyone can thrive.

The last year has seen unprecedented extreme weather events challenge

the land of Aotearoa and the people who call it home.

Adaptation, Equity and Future-focused

Mark Cross

Chair

Connecting Aotearoa so that we can all live, learn, work and play4Chorus Sustainability Report 2023
Sustainability

Overview


FY23

5Chorus Sustainability Report 2023Connecting Aotearoa so that we can all live, learn, work and playSustainability Overview FY23
Who we are

Chorus maintains and builds the telephone and broadband networks that connect

Aotearoa New Zealand homes and businesses to each other and the world.

We are an open-access internet infrastructure company that provides wholesale telecommunications

services to over 90 broadband retailers. Our networks offer people, communities, and businesses greater

access to ever-expanding opportunities through high-speed, reliable, and world-class fibre broadband.

14,700

CABINETS

ACROSS THE MOTU

2,4,8 Gbps

HYPERFIBRE SERVICES

AVAILABLE

311,000

POLES

OVER NEW ZEALAND

7, 4 0 0

PETABY TES OF DATA

CARRIED ON OUR

NETWORK IN FY23

67,000kms

DUCT NETWORK

ACROSS AOTEAROA

4

CORPORATE OFFICES

NATIONWIDE

«

FIBRE IS PROVEN

AS A LOW-EMISSION

T

ECHNOLOGY

~600

EXCHANGES

ACROSS AOTEAROA

846

EMPLOYEES WORKING

FOR CHORUS

1,271,000

FIXED LINE

CONNECTIONS

73%

FIBRE UPTAKE

91% CONNECTIONS ON

3

00MBPS OR ABOVE PLANS

2,300

TECHNICIANS WORKING

ON CHORUS’ BEHALF

6Chorus Sustainability Report 2023Connecting Aotearoa so that we can all live, learn, work and play
Our purpose

‘Connect Aotearoa so that we can all live, learn, work and play’.

This means Chorus invests and innovates to deliver the best possible connectivity services for

Aotearoa to help enable the environmental, economic, and social transformation ahead.

RANK OPTIONS

FIRST CHOICE

LAST CHOICE

1

DIGITAL INCLUSION

2

DIGITAL LITERACY

3

NETWORK RELIABILITY

4

SMART COMMUNITIES

& ECONOMIES

5

ENVIRONMENTAL

IMPACT

6

ETHICAL BUSINESS

PRACTICES*

7

DIVERSE & INCLUSIVE

WORKPLACE*

8

HEALTH, SAFETY

& WELLBEING*

Our focus on Sustainability is guided by our purpose, by

Kaitiakitanga (environmental guardianship) and Manaakitanga

(acts of giving and caring for).

O

ver the last three years, we have worked with external consultants,

most recently in 2022, to validate our sustainability approach and

run materiality assessments with stakeholders to ensure we


focus on what makes business sense while supporting what’s

right for Aotearoa.

W

e asked stakeholders to rank a list of material topics in terms


of Chorus’ ability to create value.

Sustainability Overview FY23

* Ethical business practices; diverse and inclusive

workplace; health, safety and wellbeing were

lower on the priority list due to stakeholders

generally feeling these are business as usual

topics that must be done.

7Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023
Governance

Chorus has a sustainability governance structure that helps ensure sustainability is overseen

at the highest levels of the organisation and embedded throughout everyday operations.

CHORUS NEW ZEALAND

BOARD OF DIRECTORS

Approval of business strategy and

sustainability strategy. Reviews

sustainability progress half yearly.

AUDIT AND RISK

MANAGEMENT COMMITTEE

Chorus’ governance body for

climate-related disclosures.

Reviews climate-related risks and

opportunities, and modern slavery

risks on a half yearly basis.

CHIEF CORPORATE OFFICER AND

GENERAL COUNSEL AND

HEAD OF SUSTAINABILITY

Designs the sustainability strategy

and plan to ensure Chorus makes

progress against it.

CHORUS EXECUTIVE TEAM

Proposes the business strategy

and sustainability strategy for

Board approval. Reviews and

leads climate-related risks and

opportunities, modern slavery risks

and general sustainability progress

on a quarterly basis.

SUSTAINABILITY NETWORK

HEAD OF SUSTAINABILITY AND

EMISSIONS AND CLIMATE MANAGER

The Sustainability team works

across Chorus with a cross-

functional sustainability network’ to

improve sustainability performance

and integrate sustainability initiatives

into the business via Quarterly

Business Review (QBR).

ALL CHORUS PEOPLE

Support execution of sustainability

priorities and consider sustainability

impacts in decision making.

SUSTAINABILITY

STRATEGY AND PLAN

Identifies focus areas of most

materiality to guide activity and

resource allocation. Our strategy

and plan align to the United Nations

Sustainable Development Goals; 3,

4, 5, 8, 9, 10, 11, 12 & 13.

Sustainability Overview FY23

8Chorus Sustainability Report 2023Connecting Aotearoa so that we can all live, learn, work and play8Chorus Sustainability Report 2023
Strategy

Sustainability is integrated into our business strategy, with three pillars representing

our commitment to improving environmental, social, and governance performance:

Thriving Environment; Sustainable Digital Futures; and Thriving People.

While the three pillars of our Sustainability strategy are enduring, the activities within them will evolve over time to ensure we continue to be

responsive to a changing operating environment and the needs of our stakeholders. Our Sustainability strategy sits alongside our Diversity, Equity

and Inclusion Strategy which informs how we develop strong connections with Māori and builds our understanding of Te Ao Māori.

Sustainability Overview FY23

9Chorus Sustainability Report 2023
Risk management

Chorus Risk Management framework

PURPOSE, MISSION, VALUES

RISK CATEGORIES

HOW WE MANAGE MATERIAL RISKS

BUSINESS STRATEGY AND PLANRISK APPETITE STATEMENT

HEALTH, SAFETY AND WELLBEING*

Working to keep our people safe.

INNOVATION

Identify and pursue innovation

and opportunities that will

enhance Chorus.

COMMERCIAL AND FINANCIAL

SUSTAINABILITY*

Maintaining appropriate capital

management and credit settings.

STAKEHOLDER AND CUSTOMER

CONFIDENCE/REPUTATION

Maintaining a positive reputation with

key stakeholders and customers.

PEOPLE AND SKILLS

Ensuring Chorus has employees

with the capabilities to achieve its

strategic objectives.

LEGAL, REGULATORY

AND CONTRACTUAL*

Working within the regulatory

and legal environment.

CORE SERVICES

Core service availability

and network resilience.

RISK POLICIES

AND TOLERANCES.

RISK IDENTIFICATION,

MONITORING

AND REPORTING.

RISK GOVERNANCE

AND ASSURANCE.

* In the context of climate

change-related risks, Chorus’ risk

management framework is being

applied within these categories.

Our corporate governance

documents, including our

Managing Risk policy, are available at;

https://company.chorus.co.nz/governance.

Sustainability Overview FY23Connecting Aotearoa so that we can all live, learn, work and play

10Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Sustainability Overview FY23
AON 2022 Climate Change risk assessment

In 2019, Aon investigated potential climate change impact from

sea level rise on Chorus assets. In 2022, Aon built on this work

by reassessing the climate change impacts with an updated asset

portfolio and an extended scope to consider coastal, pluvial, and

fluvial flooding. The report didn’t include transitional or physical

risks from high temperatures, severe windstorms, or bushfires.

The results of the report can be found on page 44.

Two of the Intergovernmental Panel on Climate Change

(IPCC) global warming Shared Socioeconomic Pathways (SSP)

scenarios from moderate (SSP2-4.5) to high (SSP5-8.5) over

two timeframes (2040 and 2090) were used in the work. Aon

finalised the report in January 2023 – before the Auckland

floods and Cyclone Gabrielle significantly impacted New

Zealand and parts of Chorus’ network. Cyclone Gabrielle was the

largest weather event to affect the Chorus network and while

the effects were consistent with the Aon report, with no damage

to primary exchanges or access sites, some regional fibre routes

were cut and damage to power networks meant about 55,000

consumers were unable to access our services for a period.

There are lessons to be learnt from Cyclone Gabrielle

for the future. That’s why we’ve contributed to a

telecommunications industry plan, led by the TCF, to

identify opportunities for enhanced network resilience

and collaboration with government.

Climate-related risk and opportunity register

Chorus' risk management framework is being applied to our

climate-related risks and opportunities, with the relevant

stakeholders across our Network Operations, Technology, Legal

and Sustainability teams identified as owners of the risks and

associated mitigants, opportunities and actions.

We have consolidated all climate-related risks and opportunities

into a single risk and opportunities register so we can manage

these holistically.

New Zealand has implemented a new mandatory climate-

related disclosure (CRD) regime that will apply to Chorus

for FY24. It has been introduced as part of Aotearoa's

journey towards a low carbon future and for businesses

to have a good understanding of how climate change will

impact them, both in terms of risks and opportunities.

Scenario analysis

As part of the incoming CRD standards, we must prepare

and disclose three possible climate scenarios: at 1.5 degrees

Celsius, at 3 degrees Celsius or greater, and one other

scenario (yet to be agreed).

Climate change scenarios are narratives about plausible

futures that predict how climate change could affect the

sector. They consider various combinations of climate-related

risks (e.g. impacts of storms and shifts in temperature) and

a range of economic, regulatory and social factors (e.g.

emissions pricing or consumer preferences). We are working

through our scenario analysis process to meet the CRD

standards for FY24.

A sector-wide approach to scenario analysis will benefit risk

management and help stakeholders understand the potential

implications of climate change. The Telecommunications

Forum (TCF) board has formed a Climate Change Working

Group (CCWG) to work on a sectorial scenario analysis to

gather information on the impacts of climate change and

understand the impact climate change could have on the

resilience of the telecommunications industry. Chorus

proposed the establishment of this working group to the


TCF and will play a key active role.

Risk management cont.

Connecting Aotearoa so that we can all live, learn, work and play11Chorus Sustainability Report 2023
Sustainability

Impact Summary

FY23

12Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Connecting Aotearoa so that we can all live, learn, work and playFY23 Sustainability Impact Summary
Sustainability

Impact summary FY23

Thriving environment

Science-based target:

Reduce 62% scope 1 and 2 emissions

by 2030 (base year 2020).

1

Science-based target:

Top 70% of suppliers by spend have a

science-based target or equivalent by 2030.

2

25% less energy use

across our network by 2030.

3

100% EV or hybrid

Chorus Corporate Fleet by 2028.

4

Accelerate our journey

to be net zero before 2050.

5

Long-term targetsImpact FY23

First Electric

Vehicles

introduced to

the fleet in 2023.

Future Fit

a tool to help

employees track

and reduce their

emissions launched

in 2023.

24% Reduction

in Scope 1

and 2 emissions

FY23 (10,661 tCO2e)

FY22 (13,957 tCO2e)

5% Reduction

in electricity use

FY23 (77.4 GwH)

FY22 (81 GwH).

Chorus network

is now powered

by Toitū climate-

positive certified

electricity with

Ecotricity.

Membership

of the Climate Leaders

Coalition and Sustainable

Business Council.

13Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Connecting Aotearoa so that we can all live, learn, work and playFY23 Sustainability Impact Summary
Sustainability

Impact summary FY23

Sustainable Digital Futures

Host 50 Shine the Light events

In FY23 to enhance digital knowledge.

Our aim is to create awareness about the

digital skills support available for the local

communities.

1

10,000-plus people helped

with digital access, skills support,

and devices.

2

Long-term targetsImpact FY23

Delivered

65 Shine the Light

events nationwide

in FY23.

2,000 Adults

and organisations have

benefited from $500,000

in donations and

sponsorships to support

digital inclusion initiatives

nationwide in 2023.

9,000 students

were supported with

free connections

and devices through

the Ministry of

Education initiative.

Employee/community

volunteer framework

refreshed to align with

sustainability strategy

and due to launch in FY24.

Active

in the Digital Equity

Coalition for Aotearoa,

co-chairing the

Affordable Connectivity

Constellation.

14Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Connecting Aotearoa so that we can all live, learn, work and playFY23 Sustainability Impact Summary
Sustainability

Impact summary FY23

Thriving people

Remain in top 10%

of the technology industry

benchmark for Employee

Engagement.

1

40:40:20 gender ratio.

2

Gender pay gap

at no greater than 2%

by career level.

Rainbow, Gender

& Accessibility

tick accredited.

3

4

75% employee participation

in Te Reo and Te Ao Māori

education programmes.

5

Targets by the end of 2023*Impact FY23

To p 10%

Technology

industry benchmark

for employee

engagement.

Partnership

with Tupu Toa

internship and the

Pasifika Niu leadership

programme.

3 Ticks

Re-accreditation of the

Rainbow Tick, moved to

the advanced category

of Gender Tick and

achieved Accessibility

Tick accreditation.

Diversity, Equity

and Inclusion

Refreshed strategy

implemented focused on

diversity of thought and

wellbeing to support our

people to thrive.

40:40:20

gender ratio achieved

at board and all

employee levels.

34% employee

participation in

Te Ao Māori

programme.

<2%

gender pay gap in

7 career levels.

*calendar year

15Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Thriving Environment
Te taiao puāwai

Thriving environment

Our focus is to reduce carbon emissions and waste to landfills

across the Chorus ecosystem. We’re also making sure we’re

prepared for what’s to come, that climate change scenarios

are understood, and that we adapt for the future.

16Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Thriving Environment
Resilient and reliant

In December 2022, we completed an 11-year public-private

partnership with the New Zealand Government to build a fibre-

to-the-premises network for more than 1.3 million homes and

businesses. More than 80% of the connections on our network

are now on fibre, and we’ve begun withdrawing our legacy

copper network in fibre-enabled communities.

Fibre networks are recognised as the most

climate-friendly digital infrastructure

because they transmit data via light over

large distances.

This means fibre optical equipment doesn’t require cooling

or powered equipment in suburban streets and the amount

of data able to be transmitted is increasing significantly with

each generation of network equipment. Fibre is also more

resilient than copper lines, meaning the optical cables will

last several decades and require less maintenance.

The 2022 World Broadband Association highlights the

environmental benefits of fibre and associated research in its

whitepaper ‘The importance of environmental sustainability in

telecom service providers’ strategy.

https://worldbroadbandassociation.com/wp-content/uploads/

2022/09/Print_2609_WBBA-Environmental-Sustainability.pdf

As fibre connections and data usage grow, and our copper

network is retired, we are seeing a reduction in our

electricity usage.

Fibre – a low

emissions technology

YearCopper

data

usage (PB)

Fibre

data

usage (PB)

Tot al

usage

(PB)

Electricity

usage

(MWh)

FY211,1234,7005,823

7 7, 5 20

FY229496,1917, 14 0

81,398

FY237006,7027, 4 02

7 7, 4 0 0

Figure 1: Data usage vs network electricity usage FY21 – FY23

Environmental management

As the owner of about 600 exchange sites and an extensive

fixed line network throughout urban and rural Aotearoa, we take

practical steps to avoid environmental breaches.

Our environmental framework requires that we, and our

suppliers, ensure our physical and operational work complies

with all relevant local and central government legislation,

including the National Environmental Standards for

Telecommunications Facilities; the Health and Safety at Work

Act NZ; the Resource Management Act; and the Heritage New

Zealand Pouhere Taonga Act.

We have about 70 network sites on Department of Conservation

(DOC) land, typically transmitter links on hilltops or mountains.

Some of these remote sites will be retired as new technologies,

that better meet the needs of rural customers, evolve.

We have an in-house Environmental Management System that

allows us to manage network build and other physical works

projects. We engage with numerous local Māori organisations

and Heritage New Zealand to ensure cultural impacts are

mitigated, particularly where we are building network in

culturally sensitive areas.

For FY23,

we had

no material

environmental

breaches.

17Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Thriving Environment
Network resiliency

Our network is designed to limit the consumer impact of service

outages through a range of practices including:

• physical duplication, or redundancy, within parts of the

network to protect against equipment, cable or power system

element failure


g

eographic separation of critical network elements


d

eveloping the network in a way that limits the scale of any

individual network failures


n

etwork practices to reduce the likelihood of accidental

damage or network failure.

We’ve made substantial investment in the resiliency of our

network through the rollout of fibre to the premise and have

begun withdrawing our copper network in areas where fibre is

available. Other recent projects have included the government-

supported deployment of fibre backhaul along the South Island’s

West Coast to provide network diversity for that region and the

construction of a flood protection wall for the South Dunedin

exchange building.

Our FY23 assessment of flooding risk for our network assets

is shaping our future asset management plans, along with the

knowledge gained from recent extreme weather events. We

are, for example, considering ways to make river crossings

more resilient and how alternative technology may be used to

provide added diversity to key fibre routes. These events also

highlighted the interdependence between telco networks and

other infrastructure such as electricity and roading in a natural

disaster. The Telecommunications Forum’s proposals for disaster

preparedness and emergency management include improved

understanding of other infrastructure’s resilience and planning.

Network reliability

and resiliency

Earthquakes remain the primary focus for our resiliency

planning. Historically, earthquake damage has tended to

be limited to local copper cables, and damage to exchange

buildings has been minimal. We have an ongoing programme

to strengthen critical network sites for earthquakes.

Seismologists also use our new West Coast fibre network to

analyse the South Island’s Alpine Fault. This first-of-its-kind

study will help inform local communities and organisations,

and help them to plan for future essential utility resiliency.

Our insurance programme covers all risks (subject to standard

exclusions) of physical damage and business interruption

for above-ground assets. The specific cover is provided for

earthquake damage to underground cables in Auckland,

Hamilton, Wellington and Dunedin.

We undertake probability-based loss estimate modelling to

ensure adequate policy limits covering material damage and

business interruption.

Fibre network*Faults per 100

connections

Average yearly

unplanned downtime

(minutes)**

Layer 12.47 32.52

Layer 2

(including premises

electronics)

1.10 12.17

* Excludes Chorus network in other local fibre company areas.

** Excludes force majeure events.

Figure 2: Fibre faults and restoration in FY23

Network reliability

We recognise our network's essential role in consumers’ daily

lives and businesses. We monitor our network 24/7 and have

disaster response plans to help maintain or restore service in an

emergency. Our employees and service company technicians

often go the extra mile to keep communities connected during

extreme weather or natural disasters.

We report fibre performance measures to the Commerce

Commission. This includes two standards measuring network

availability in 23 geographic regions based on downtime in the

Layer 1 (physical) and Layer 2 (electronic) parts of the network.

Table 2 shows this data for fault restoration and unplanned

downtime in FY23 at an aggregated national level. Another


quality standard reported to the Commission measures

national port utilisation to ensure network capacity is meeting

m

onthly demand.

Connecting Aotearoa so that we can all live, learn, work and play18Chorus Sustainability Report 2023Thriving Environment
Chorus'

transition roadmap

20202023

20302050

6

Our emissions

reduction plan

Accelerating the actionScaling upFuture focused

Our base year to measure

our targets against is 2020

and a time to understand

our impact.

At the start of FY23 we

published our first emissions

reduction plan, which details

how we will hit our target of

reducing 62% of our scope

1 and 2 emissions by 2030.

For scope 3, we’ve

committed that 70% of our

suppliers will have a Science

Based Target or equivalent in

place by 2030.

Our milestonesOur milestones

Our goal

Renewable energy will

power Chorus' network.

Broadband technology

will help others to be net

zero due to the energy

efficiency of fibre.

FY20 emissions

(tonnes CO2e)

By 2030 we’ll see a 25% r

eduction in our electricity

use and all electricity will be 100% renewable

By FY30 our emissions

will be reduced 62%

net zero

100% climate-positive Toitū-certified electricity used to

power our network from FY23.

Future Fit introduced in FY23 to help our people

understand and reduce their own carbon footprint.

Five Chorus exchanges to have solar trial from FY25.

Switch car fleet to EV or hybrid by the end of FY27 with

first EVs delivered in FY23.

Lower electricity consumption 15% by the end of FY25.

Sustainability forum with key suppliers with a focus

on minimising waste, reducing emissions, and

exploring innovation.

7

8

9

1

2

3

4

5

20-25% of our

electricity use from

solar generation on our

exchanges by 2030.

Energy management

a key part of how

we operate.

All plastic ducting

recycled across

our network.

By 2050 we will be

19Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Thriving Environment
Emissions performance

summary 2023

SCOPE 1

DIRECT EMISSIONS

THAT ARE OWNED

OR CONTROLLED BY

CHORUS.

SCOPE 2

INDIRECT EMISSIONS THAT COME

FROM WHERE THE ENERGY WE

PURCHASE IS PRODUCED.

740

tCO2e

1,309

tCO2e

9,921

tCO2e

FLEET, DIESEL

GENERATOR, GAS

AND REFRIGERANTS

MARKET

BASED

LOCATION

BASED

*

6%

We are investing in solar and other initiatives

to reduce this use by 25% by 2030.

* A market-based method for scope 2 reflects emissions from electricity

that companies have purposefully chosen, whereas a location-based

method reflects the average emissions intensity of grids on which energy

consumption occurs.

93% of Scope 1 and 2 is from electricity use.

CHORUS EMISSIONS

29%

Following the introduction of our first Emissions Reduction plan last year, we are starting to see good traction in our emissions reduction ambition with the following highlights for FY23:

After two years of our scope 1 & 2 emissions increasing, we are now seeing a reduction. Overall our FY23 scope 1 & 2 emissions are up 3% compared to our base year, however FY23

emissions are down 24% when compared to FY22.

5%

REDUCTION

ELECTRICITY USE

FY23 : 77.4 GwH

FY22 : 81.0 GwH

24%

REDUCTION

SCOPE 1 & 2 EMISSIONS

FY23 : 10,661 tCO2e

FY22 : 13,957 tCO2e

10,378

tCO2e

BASE YEAR

2020

10,661

tCO2e

FY 2023

62%

Reduction

Scope 1 & 2

BY 2030

1,578

tCO2e

7,6 51

tCO2e

TRANSPORT

AND DISTRIBUTE

USE OF

SOLD PRODUCT

DOWNSTREAM EMISSIONS

45,456

tCO2e

3,359

tCO2e

13,324

tCO2e

762

tCO2e

9

tCO2e

265

tCO2e

PURCHASED GOODS

AND SERVICES

FUEL AND ENERGY

RELATED USE

TRANSPORT

AND DISTRIBUTE

BUSINESS

TRAVEL

WASTE IN

OPERATIONS

EMPLOYEE COMMUTE

& WORK FROM HOME

We have established a supplier sustainability forum to identify collaboration opportunities

and co-design initiatives to help reduce scope 3 emissions.

UPSTREAM EMISSIONS

Collaborating to reduce Scope 3 emissions.

Scope 3

Reset

TO INCLUDE

SPEND-BASED

ASSESSMENT

SCOPE 3

INDIRECT EMISSIONS NOT COVERED

BY SCOPE 1 OR 2 CREATED

BY CHORUS' VALUE CHAIN.

20Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Thriving Environment
Circular economy

and waste minimisation

90%

of all waste is recycled

within our network and

corporate operations,

up from 63% in FY22.

We continue to implement programmes to

reduce waste and reuse products.

Our plastic duct offcuts are sent to a supplier

to be granulated and used in the production of

new ducting.

In October 2023 we took part in the Reclaim

Recycling Week, where we encouraged

employees to bring in e-waste from home

and equally understand the different ways to

reduce, reuse and recycle waste. This saw an

increase in our e-waste as a result.

With the UFB build now complete, we expect

that our waste numbers will reduce. Overall we

are recycling more.

Please refer to Appendix 1 for more detailed

information on our emissions.

* The increase for FY23 for metal is due to


multiple SIMS reporting being included

this year.

WasteDisposal

method

FY21

(tonnes)

FY22

(tonnes)

FY23

(tonnes)

Duct (plastic)Recycled85

6063

Redundant network (metal)Recycled187

100*219

BatteriesRecycled10

8.59

E-wasteRecycled14

1226

Corporate officesLandfill32

2715

Fibre cableLandfill828036

Total waste (tonnes)410287. 5368

% of total waste recycled72%63%90%

Figure 3: Waste overview FY21 – FY23

FY23 waste and circular economy highlights

10m3

Water usage

average per site.

Consistent with

FY22.

Is this where we use the
Chorus bubble?

21Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Sustainable Digital Futures

Toa hangarau

Sustainable Digital Futures

Chorus is a member of a network of organisations in Aotearoa dedicated

to achieving digital equality for all. The digital divide has several obstacles,

such as availability, affordability, and adoption. We understand that

significant change can only occur by paying attention to the needs of the

communities we connect and collaborating with others to achieve digital

equity for everyone.

22Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Sustainable Digital Futures
Affordability

At the same time, Chorus understands that for many

people living in urban areas, the expense of being

connected is challenging, especially during the current

cost of living crisis. For the last decade, Chorus has

prioritised the connectivity of key community hubs,


like schools and marae.

For the last three years, Chorus has worked closely with the

Ministry of Education and the wider telecommunications

industry to support free connectivity for students whose

families are struggling with broadband and device

affordability. Originally part of the COVID-19 emergency

response, this initiative has helped connect over 9,000

student homes through retailers delivering broadband

services, using wholesale connections subsidised by Chorus,

other Aotearoa wholesale providers and the Ministry of

Education. Despite the pandemic and extended lockdowns

now ending, albeit with reduced numbers, the initiative

continues, with an expected end date of June 2024.

We continue to work with the government, the Digital Equity

Coalition for Aotearoa and the telecommunications industry

to understand the ongoing affordability challenges, seeking

to co-design solutions to remove affordability challenges

within our communities.

Availability

Chorus believes that everyone, regardless of their

location in urban or rural areas across Aotearoa, should

have the opportunity to connect to the digital world.

In the past year, Chorus has focused on understanding the

needs of rural customers by listening to key stakeholders

and community feedback. Due to the physical distance from

everyday services that urban New Zealanders take for granted,

rural New Zealanders require even higher quality technology

than their urban counterparts. Therefore, rural customers

should have access to the same speed, reliability, ability to use

data, and reasonable pricing as their urban peers.

Chorus, in FY23, commissioned the New Zealand Institute

of Economic Research (NZIER) to evaluate the advantages of

unrestricted connectivity in rural areas of Aotearoa.

According to the report, the benefits would amount to

around $16.5 billion in the next decade. Chorus is working

towards extending its fibre network and collaborating to

expand the reach of fibre where it can to help bring these

benefits to communities.

DIGITAL

EQUITY

A

D

O

P

T

I

O

N

A

F

F

O

R

D

A

B

I

L

I

T

Y

A

V

A

I

L

A

B

I

L

I

T

Y

23Connecting Aotearoa so that we can all live, learn, work and play
Adoption

Hapori (community) connecting to the digital world.

While availability and affordability are the key focus areas for

Chorus’ response to establishing Sustainable Digital Futures,

support to organisations focused on digital inclusion that give

communities the opportunity and skills to be confident online is

also at the core of our purpose.

In FY23, Chorus partnered with 20/20 Trust to run a pilot

programme called Hapori (community) connect.

Northland, a region with a disproportionate number of digitally

excluded people, was chosen for the pilot. Māori and Pasifika

adults applied to attend the programme to strengthen their digital

skills and develop personal learning plans in parallel, to not only

help them build trust, confidence, and skills in the digital space but

support the community to thrive in a digital world.

Utilising the existing foundational digital skills curriculum from

20/20 Trust, the programme's focus was Hauora (a Māori

philosophy of health and well-being unique to Aotearoa).

Chorus engaged Netsafe in FY23 to identify how to keep seniors

safe and confident online. The findings were used to create a

range of resources to support them.

Chorus Sustainability Report 2023

FY23 contributions

Digital Future Aotearoa


Digital Seniors


Digits Charitable Trust


Global Centre of Possibility


Hokianga Sports Club Inc


Matakite Online Trust NZ


Senior Net


The Funding Network NZ

$400,000

Donations

Accessibility Tick Ltd.


Auckland YWCA Inc.


Diversity Works NZ


Global Women


Innovative Young Minds


Internet Service Providers

Association NZ Conference


Netsafe


NZ Compare


Rainbow Tick


Selfie Central Limited


South Pacific Pride


TUANZ

(After 5 events and Rural

Connectivity Symposium)

$315,000

Sponsorships &

Partnerships

Business Leaders Health

and Safety Forum


Climate Leaders Coalition


Human Resources Institute

of NZ


Infrastructure New Zealand


Institute of Managers and

Leaders


Property Council of NZ


Sustainable Business Council


Telecommunications Forum

(TCF)


Technology Users Association

(TUANZ)


The NZ Initiative Ltd

$690,000

Memberships

Sustainable Digital Futures

85%

OF PARTICIPANTS

saw an uplift in their

ability to use a digital

device confidently

and competently.

Nga iwi whai hua
Thriving people

Connecting Aotearoa so that we can all live, learn, work and play24Chorus Sustainability Report 2023Thriving People

25Chorus Sustainability Report 2023Connecting Aotearoa so that we can all live, learn, work and play
Our strategy was developed in consultation with a diverse group of people across

the business, using the Aotearoa Inclusivity Matrix (AIM) as the framework and a

number of employee data points for input. AIM is an evidence-based framework

explicitly developed for NZ workplaces that allows organisations to identify the

maturity of their DEI measures across seven components. It provides a basis for

workplaces to understand their current capabilities, identify areas for improvement

and create a roadmap for transformation.

We continue to use AIM as a measure of progress against our DEI objectives in

addition to a number of others, including specific demographic measures and at

an overall organisational level. As of 30 June 2023, we achieved our measure of

being within the top 10% of the technology industry benchmark for our engagement

surveys three drivers of diversity: diversity, inclusiveness and non-discrimination.

We report on our measures to the People Performance and Culture Committee,

a subset of our board, annually.

Diversity, Equity and Inclusion

Thriving People, diversity of thought and wellbeing are all central to Chorus'

Diversity, Equity & Inclusion (DEI) strategy, launched at the start of FY23.

Thriving People

26Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Thriving People
Chorus employee overview

Employee

engagement

2

FY21 FY22FY23

Total (out of 10)8.58.58.7

Employee net

promoter score

(eNPS)

+62+64+70

Participation

rate

86%85%86%

Employee turnover

rate

FY21FY22FY23

Voluntary8.1%14.4%9.6%

Tot al

turnover rate

12.6%15.3%10.1%

Positions filled by

internal candidates

43.3%54.0%46.0%

1 eNPS means employee Net Promoter Score. Net promoter scores can range from -100 to +100 and are calculated by subtracting the percentage

of detractors (0-6 engagement score) from the percentage of promoters (9-10 engagement score)

2

C

horus engagement survey data is provided by Peakon who provide a technology sector benchmark for comparison.

Figure 4: Employee turnover rates - FY21 – FY23Figure 5: eNPS

1

- three year view FY21 – FY23

Training and developmentFY21FY22 FY23

Average hours per FTE8 hours5 hours8 hours

Average spend per FTE$1,060$693$1,012

Figure 6: Employee learning investment - FY21 – FY23

846

Total number

permanent and

fixed-term employees

has increased

in FY23

8.7

out of 10

PEAKON

METHODOLOGY

2

Employee

engagement

increased to

TOP 10%

INTERNATIONAL

‘TECHNOLOGY’ COMPANY

BENCHMARK

Engagement

result

A

CHIEVED

Non discriminatory driver target

Top 10% in technology company

benchmark by 2023

TOP

5%

+77

eNPS

8.9

RATING

BEST IN CLASS

ACHIEVED IN FY23

Diversity driver target

Top 10% in technology company

benchmark by 2023

TOP

5%

+78

eNPS

8.9

RATING

BEST IN CLASS

ACHIEVED IN FY23

Inclusiveness driver target

Top 10% in technology company

benchmark by 2023

TOP

5%

+80

eNPS

8.9

RATING

BEST IN CLASS

ACHIEVED IN FY23

27Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Thriving People
Engagement

As part of Chorus’ employee communications and

engagement strategy, each business area reviews their

engagement scores and comments every quarter,

with people plans in place to respond to trends and

needs of teams. Chorus has a comprehensive internal

communications strategy which focuses on sharing and

discussing the business strategy and news with its people,

using a range of channels, from yearly face-to-face events,

monthly people leader video calls, to daily intranet articles

and an all staff daily call, our heartbeat. There is also regular

reporting of engagement results and themes to the People

Performance and Culture Committee.

Flexible working

Flex@Chorus is Chorus’ approach to flexible working,

providing employees access to multiple flexible working

options. This includes flexibility in work schedule, flexible

locations, part-time working hours and the ability to stagger

a return to work after parental leave.

Gender

Chorus uses the Global Women recommended target of

a 40:40:20 gender ratio for its Board and People Leader

community. While we’ve had minor fluctuations to date, there

is progress with creating more role opportunities and career

pathways underway. The highlight in gender is the significant

decrease we’ve witnessed in female voluntary turnover. As of

June 2023, female voluntary turnover in career levels 8-11 had

decreased by 16% and in career levels 3-7, it decreased by 5%

compared to June 2022. Chorus uses an industry framework

developed by EY to determine the career level of every role at

Chorus. There are currently nine career levels (CL3 to CL11)

below the executive team.

Figure 8:

Gender by role - three year view FY21 - FY23 as of 30 April 2023

20%

40%

60%

80%

100%

0

EXECUTIVE


2023

EXECUTIVE


2022

14

EXECUTIVE


2021

DIRECTORS


2023

DIRECTORS

2022

DIRECTORS

2021

PEOPLE


LEADERS


2023

61

39

PEOPLE


LEADERS


2022

PEOPLE


LEADERS


2021

ALL


CHORUS


2022

ALL


CHORUS


2023

ALL


CHORUS


2021

5959

4141

58

42

86

144

57

43

Figure 9:

Ethnicity by role 2023

20%40%60%80%100%

0

NZ EuropeanPacific PeoplesMāoriLatin / Middle East / AfricaOtherEuropeanAsian

PEOPLE

LEADERS

2023

ALL

CHORUS

2023

NOTE - these two % columns don't add to 100%. This is because our people can chose up to three ethnicities that they identify as, so where someone has more than one

they are represented in each of their ethnicities, but over the total headcount. This is consistent with how we report ethnicity splits elsewhere.

Ethnic representation: Chorus has 99% of our employee population’s ethnicity data, well above the level of many organisations in Aotearoa. Chorus seeks to grow

diverse leadership population with internal development and education programmes, sponsorship and mentoring.

40:40:20 split of employees by 2023 / 40:40:20 split of Career level 8-11 by 2025 / 40:40:20 split of People Leaders by 2023.

40:40:20 split of Executive by 2023 / 40:40:20 Board split by 2023.

Career levelJune 2022June 2023

8-11 (Senior roles)25.7%9.6%

3-71 7. 1 %12%

Figure 7: Female voluntary turnover

62

64

38

36

8686

144144

57

43

57

43

28Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Thriving People
>75% annual

participation

rate in

training in

relation to

Te Ao Māori

as at April 2022as at April 2023

Te Ao Māori

education

programme

9%Te Ao Māori

education

programme

34%

Te Tiriti

workshops

200Te Tiriti

workshops

200

Figure 10: Confidence in Te Reo & Values in Tikanga Māori


Rainbow

In FY23, we sponsored and attended the Big Gay Out, The

Rainbow Excellence Awards and extended our membership

level to Gold with Pride Pledge. We hold the Rainbow Tick

Accreditation and, through this partnership, established a

calendar of Rainbow 101 workshops accessible through our

Chorus learning platform. Our bespoke ally programme,

developed with our Rainbow employee network, will launch


in July 2023.

Wellbeing

Hauora is the Te Ao Māori view of wellbeing and

is the latest part of the evolution of Chorus'

wellbeing journey.

Along with supporting Chorus to be a great workplace, the

wellbeing programme's objective is to create a healthier and

more resilient workforce by influencing and supporting healthy

h

abits. We achieved our measure of being in the top 5% of the

technology industry benchmark for the wellbeing drivers in our

engagement survey of social, physical and mental wellbeing and

organisational support.

The Wellbeing Programme comprises a range of excellent

benefits, resources, national events and a range of holistic

activities in local offices that Chorus employees can participate

in. The programme is run by a passionate and motivated group of

champions nationwide. Te Whare Tapa Whā – the four pillars of

Mental and Emotional, Physical, Family and Social, and Spiritual

Wellbeing ensure a holistic approach.

Accessibility

Chorus was awarded the Accessibility Tick in February 2023,

and we have an accessibility action plan in place across nine

business categories. We’ve had three digital platforms assessed

by subject matter experts, and recommendations for accessible

improvements are underway. Educational webinars and

workshops, including a focus on neurodiversity, are a regular

feature in our DEI communications.


Confidence in Te Reo and Values and Tikanga Māori

At the end of FY23, 34% of our people were enrolled in our online

Te Ao Māori programme with additional support provided by an

external Te Ao Māori cultural advisor. The increased use of Te Reo

across the business has been significant, and Tikanga practices

are being adopted across teams. Additional Te Ao Māori learning

and development is planned in the first half of FY24.

Age

Our people’s knowledge enhances the employee and customer

experience, so we can attract, grow and retain the right talent.

We are in the process of refreshing our mentoring programme

and have implemented a tailor-made talent development

programme in our Chief Technology Operations function to

create greater internal career pathways.

29Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Thriving People
Target: Total Recordable Injury Frequency Rate (TRIFR)

benchmark of 2.60 and Lost Time Injury Frequency Rate (LTIFR)

benchmark of 1.45.

Health, safety and wellbeing of Chorus people includes our direct

employees and the thousands of people working on our behalf to

build, connect and maintain our network. Our health and safety

focus extends to anyone in, or in the vicinity of,our workplaces.

In FY23, in addition to our focus on risk management, assurance

and governance optimisation, we successfully looked after

Chorus people during multiple adverse weather events across

New Zealand.

The volume of work performed, including our service companies,

totalled 6.1 million hours. This was down from 6.7 million hours

in FY22, resulting from the connection activity continuing to

decrease and the end of the UFB rollout programme.

The TRIFR decreased to 1.30 in FY23, down from 2.53 in FY22.

Injuries to our people decreased to eight, down from 17 in FY22.

The injuries observed were strains, sprains and lacerations caused

by manual handling activities, slips, trips and falls and vehicle

accidents. There were no fatalities. The LTIFR decreased to

0.65 from 1.34.

The health, safety, and wellbeing of anyone

within our ecosystem is paramount for Chorus.

Health and Safety

In 2022 Chorus achieved 'performing' level in the

SafePlus assessment.

A company at 'performing' level has proactive and visible

leadership and governance. It actively reviews and monitors

performance to support continual improvement. It also actively

seeks information on its health and safety risks and implements

and monitors actions to sustainably manage identified health

and safety risks. Workers are involved in all activities and

empowered to take action. There is a shared understanding

from workers at all levels of the commitment to support good

health and safety outcomes.

Our Health and Safety Policy is available online.

https://company.chorus.co.nz/file-download/download/

public/2260

0

1

2

3

Injury frequenc

y rate

FY22FY21

TRIFRLTIFR

LTIFR: number of lost time injuries + medical treatment injuries

+ restricted work injuries per million hours worked.

FY23

Figure 11:

Injury frequency rates FY21 – FY23

0

15

10

5

Recordable injuries*

Service companiesChorus direct

FY22FY23

* Recordable injuries are medical treatment, lost time or restricted work injuries

** Member of the public (community) injuries reflect those sustained by slips and trips on

Chorus infrastructure e.g. utility covers, which are remediated as quickly as possible

.

Member of the public (community) **

Fig ure 12:

Actual recordable injuries* FY22 - FY23

TRIFR: number of lost time injuries divided by total work hours × 1,000,000

30Connecting Aotearoa so that we can all live, learn, work and playThriving People
Modern Slavery Statement

Our latest Modern Slavery Statement is available at:

www.chorus.co.nz/governance

Our supply chains span around 1,150 direct suppliers

representing approximately $890 million in procurement

spend in FY23.

M

ost of our direct supplier spend is in Aotearoa. We source

a range of goods and services internationally, primarily from

suppliers in Europe, North America and Asia with a New Zealand

presence. Beyond our service company partners, we have

surveyed key suppliers to better understand their risks and

responses to modern slavery.

In FY23, Chorus focused on resources and efforts to transition

to our new Field Service Agreements. To support this, we

conducted three ethical voice surveys reaching out to

technicians and sub-contractors for feedback on health and

safety and employment conditions. These have led to action

plans to improve conditions and communications. This is now

established as an ongoing tool for continuous improvement

in our service company supply chain. We audited the worker

welfare programmes within Chorus and at our service companies

to ensure that the programme is operating effectively.

With the opening of the borders post the COVID pandemic

restrictions, we have seen renewed growth in migrant workers

joining the supply chain. We have supported service companies

and new migrants into New Zealand and continued monitoring

for exploitation. A small number of complaints have been

received and dealt with by Chorus, service companies or specialist

investigators. Four companies were required to undertake

remedial action and one company was removed from further work

on the Chorus network.

Worker welfare

We also manage modern slavery risks during the procurement

lifecycle: including tendering, supplier selection; prequalification;

contracts – through strong terms and conditions; and an ongoing

worker welfare programme and audit regime focused on our field

workforce to assess supplier performance.

We expect our suppliers to share our commitment that everyone

is treated fairly. We work closely with our service company

partners, to maintain our network, meet the demand for fibre

connections and deliver a good customer experience. This

workforce numbers about 2,300 people and is reducing as the

fibre network rollout concludes and we retire overlapping areas of

our copper network.

Our worker welfare team monitors our contractor and

subcontractor field workforce within Aotearoa. The aim is to


make worker welfare an everyday part of our business, like health

a

nd safety.

From our quarterly Pulse engagement survey to technicians,

through our online portal and independent whistle-blower

process, our worker welfare team monitors our contractor and

subcontractor field workforce within Aotearoa.

Our cross-business governance team oversees any investigation

of actual or potential work mistreatment and oversees the service

companies’ worker welfare programmes. If we identify worker

welfare issues, we'll notify relevant regulatory authorities and,

where appropriate, ban companies from working on our network.


See: https://worker-welfare.chorus.co.nz

We want to have sustainable and valuable

supplier relationships.

We conduct our business with high social, labour and ethical

standards. Given the rapid change within our industry, we focus

on building enduring relationships that deliver value to both

parties and encourage innovation.

We consider a range of criteria when evaluating potential

suppliers, including environment, health and safety, worker

welfare and corporate reputation.

We encourage our suppliers to go beyond legal compliance,

drawing on internationally recognised standards to advance

social, labour and business ethics.

Our commercial team administers our Supplier Code of

Practice and has governance oversight from the Board.

See www.chorus.co.nz/chorus-suppliers

Ethical supply chain

Chorus Sustainability Report 2023

31Connecting Aotearoa so that we can all live, learn, work and playThriving People
Privacy

We don't sell telecommunications services directly to consumers

or bill them directly. This means we hold significantly less

personal information than the retailers who use our network

to provide services to their customers. For example, we don’t

store credit card information (we use a specialist payment

gateways provider).

We’re committed to protecting and managing personal

information in line with the requirements of the New Zealand

Privacy Act 2020 and the Telecommunications Information

Privacy Code 2020 (that sets out additional rules for our sector).

Our privacy policy covers how people can raise concerns

or make requests, such as access, correction, or deletion of

personal information – https://www.chorus.co.nz/terms-and-

conditions/our-privacy-policy. We either delete or anonymise

personal information once it is no longer needed for the

purpose for which it was collected.

Our Privacy Officer is responsible for implementing our privacy

framework within our wider risk management framework. They

promote awareness of our privacy systems and processes, and

escalate matters to the Executive team if required.

Cybersecurity and Privacy

FY23 privacy initiatives

An independent audit of privacy risks and practices was

completed in FY23 and a roadmap for further enhancements

to our privacy framework is being developed. Other initiatives

included:


refreshing our privacy policy to clarify how we collect, use,

and share personal information

• launching an employee website with resources such as

privacy guidelines, policies on information management,

and training videos


new privacy training module for employees and contractors

required to be completed annually

• a new internal privacy breach reporting tool and process to

clarify how we address and mitigate any breaches


a process to identify and assess privacy risks for product

and marketing decisions


providing the Board with six-monthly privacy reports

Cybersecurity

The Audit and Risk Management Committee receives

comprehensive cybersecurity reports from our Chief Technology

Officer every six months, with interim updates as required.

These are reported back to the Board.

We have detailed policies, processes, and registers to ensure

cybersecurity is addressed through technology selection,

network delivery practices, and ongoing operations and

protection of our IT systems. Access controls and

encryption are applied to systems identified as containing

sensitive information.

Our Principal Security Officer tests our security incident

responses and liaises with the National Cyber Security Centre on

advanced cyber threats. We undertake regular reviews, including

annual external audits, and ad-hoc reviews, to provide assurance

and feedback on our assessments and controls. Analysis of

cyber-attacks against other businesses inform our approach.

We provide annual training to anyone who accesses our

information systems, including contractors, on issues such as

phishing and malware. Our contracted suppliers are required to

meet our information security standards and we have insurance

for key cybersecurity risks. We undertake incident exercises and

vulnerability audits, including with external parties, in parallel

with internal real-time scanning of our systems.

Chorus Sustainability Report 2023

We recorded no

material cybersecurity

incidents or privacy

complaints from the

Office of the Privacy

Commissioner

in FY23.

32Connecting Aotearoa so that we can all live, learn, work and playThriving PeopleChorus Sustainability Report 2023
Stakeholder and investor relations

The rollout and ongoing maintenance of our fibre network has

entailed an extensive stakeholder engagement programme at all

levels of government, local councils and other stakeholders.

We monitor customer satisfaction through surveys on new

fibre installations and connecting homes with an existing fibre

box. These measures are linked to organisational objectives for

remuneration purposes. We also use independent consumer

surveys to assess broadband satisfaction and the public's

perception of Chorus.

Our investor relations programme facilitates two-way

communication with investors and other market participants

about our business, governance and performance. This is a

valuable source of feedback. Our annual and half-year results

presentations are available to all investors via webcast, as is our

annual meeting.

Stakeholder and Community

65

39

24

170

Shine the Light

events delivered

around Aotearoa

Local councils

engaged with to

decorate Chorus

cabinets

New Mayors

and community

leaders met with to

discuss broadband

New murals

applied by

140

local artists

Community relations

Our Community Relations team works closely with local

councils, government agencies and community groups, with

key highlights being;



E

ngaged with 39 local councils to get more than 170 murals

on our cabinets, enhancing our streets, creating work for local

artists and lifting their profile while at the same time playing our

part in working to reduce graffiti vandalism.


P

artnered with community and business groups such as

the Beautification Trust; Creative Bay of Plenty and Creative

Northland; Business Associations in Parnell, Wiri and Papakura;

graffiti teams in Auckland, Wellington and Christchurch; Art

Trust, Greypower and Federated Farmers.



D

elivered 65 Shine the Light events in towns and communities

around Aotearoa. These face-to-face events run in

communities where fibre build is complete, but uptake is slow.

These events build community goodwill, identify digital skills

needs and help us understand the barriers people have to

connect to the digital world.


A

fter the Local Government elections last year, Chorus met

with 24 of the 31 new mayors, as well as Deputy Mayors, Chief

Executives, CIOs, Councillors, Community Board Chairs and

council operations staff. The purpose of the meeting was to

emphasise the importance of broadband in their communities.

33Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Thriving People
Anti-bullying, harassment and discrimination

We’re committed to a psychologically and physically safe

working environment, and we take a zero-tolerance approach

to bullying, harassment and discrimination. Anti-bullying training

is provided each year. Our policy reflects Aotearoa legislation,

such as the New Zealand Bill of Rights Act 1990 and the Human

Rights Act 1993, prohibiting discrimination and protecting the

right to freedom of expression.

Whistleblowing and fraud

The Protected Disclosures (Protection of Whistle-blowers) Act

2022 provides enhanced legislative protection for employees

who notify an appropriate authority about serious wrongdoing

in, or by, an organisation. We encourage confidential reporting

of serious misconduct or wrongdoing and suspected fraud

or corruption. A dedicated whistle-blower email address and

phone number are provided. PwC monitors these and are

available to all employees and subcontractors. A dedicated email

address is also available for reporting suspected fraud.

Our directors and employees are expected to act honestly and

with high standards of personal integrity. Our codes of ethics

set the expected minimum standards for professional conduct.

They also facilitate behaviours and decisions consistent with our

values, business goals and legal and policy obligations.

Annual training is provided to our directors and employees,

including part-time workers and contractors. Our people

are encouraged to report unethical behaviour and are asked

annually to register any potential conflicts of interest. This

process is subject to internal audit, and all reported breaches

are investigated. A third-party review in 2019 benchmarked our

compliance function against industry best practices.

Policies that reinforce the behaviours we expect at Chorus,

include:

Bribery and gifts

Acceptance of bribes, or gifts and other benefits which could

be perceived as influencing decisions, are prohibited under our

codes of ethics. Our Gifts and Entertainment policy applies to all

directors, employees and contractors. Gifts and entertainment

over $150 require approval. Chorus is not involved in any ongoing

bribery and corruption cases, and no fines or settlements were

incurred for anti-competitive business practices in FY23. Our

Supplier Code of Conduct requires our suppliers to comply with

laws relating to anti-bribery and corruption. This includes bribery,

abuse of power, extortion, fraud, deception, collusion, cartels


and embezzlement.

Code of Ethics

We did not

receive any reports

of serious instances

of unethical behaviour

by our employees

in the year to

30 June 2023.

Is this where we use the
Chorus bubble?

Connecting Aotearoa so that we can all live, learn, work and play34Chorus Sustainability Report 2023

Appendix 1: Chorus Climate Statement

Compliance with Task Force on Climate-related

Financial Disclosures/New Zealand Climate Standards

Aotearoa has introduced mandatory Climate-Related

Disclosures (CRD) for a number of entities, including

large, listed issuers such as Chorus. These mandatory

disclosures will apply to Chorus’ 2024 annual

reporting and closely align with the Task Force

on Climate-related Financial Disclosures (TCFD)

framework. With our climate-related disclosures,

we seek to provide our stakeholders with a better

understanding of both the transition and physical risks

that affect our operations, as well as our management

approach and strategy to address the resulting

financial impact.

Climate Statement (TCFD Appendix)

35Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023
Disclose the organisation's governance regarding climate-related risks and opportunities. Describe the governance body's oversight of climate-related risks and opportunities.

Describe the governance

body's oversight of climate-

related risks and opportunities

Our Board is ultimately responsible for Chorus' risk management framework and governance. Our Audit and Risk Management

Committee (ARMC) has been appointed as the governance body for the purposes of the CRD given its members' financial, industry and

sustainability skills. The Board and ARMC expects Chorus to understand the risks, opportunities, and threats to its current and future

business environment, assign principal risks to members of the Executive within the necessary skills to oversee this risks and opportunities

and respond tactically and strategically.

This includes:

• annually setting risk appetite and tolerances and determining principal risks.


approving and regularly reviewing our Managing Risk policy and supporting framework.

• promoting a culture of proactive risk management.


p

roviding risk oversight and monitoring through our ARMC/governance body.

Principal risks are the key risks to the achievement of our strategy. They are assessed based on a risk profile that identifies the likelihood

of occurrence and potential severity of impact. Our current principal risk categories are identified through a comprehensive enterprise

risk management framework encompassing financial and non-financial risks. These categories include:



H

ealth, safety, and wellbeing risks: Working to keep the people we owe duties to safe.

• Commercial and financial sustainability risks: Maintaining appropriate capital management and credit settings.

• Core services risks: Ensuring core service availability and network resilience.


P

eople and skills risks: Ensuring Chorus has employees capable of achieving its strategic objectives.


Legal, regulatory, and contractual risks: Working within the regulatory and legal environment.



S

takeholder and customer confidence/reputation risks: Attaining and retaining a positive reputation with key stakeholders

and customers.



I

nnovation risks: Identifying and pursuing innovation and opportunities that will enhance Chorus.

Our climate change risks and opportunities are reviewed within this framework. Principal risks and opportunities are reported to the

ARMC half yearly and, if necessary, also by exception. Our ARMC reports to the Board.

See

Governance on page 7

and Risk Management on

pages 9-10.

Describe management’s role

in assessing and managing

climate-related risks

and opportunities

Principal risks are owned by relevant executives, promoting integration into operations and planning and a culture of proactive

risk management.

Our CEO and executive are responsible for considering how risks and events interrelate and for managing our overall risk profile. Executive

Management also semi-annually considers unforeseen and emerging risks and reviews Business Unit risks quarterly. Climate change

risks may be reflected as Principal, Emerging, or Business Unit risks depending on their potential impact and likelihood to impact Chorus'

strategy. Operational risks related to climate change are identified within our risk management framework, particularly regarding core

service availability and network resilience. The Chief Technology Officer is responsible for operational risks related to our nationwide

physical network. Mitigation measures include planning for network deployment and protection, as well as ongoing maintenance and

fault management. In FY22, we conducted internal workshops to review climate-related risks, creating our first dedicated climate risk

register. Each risk's likelihood and potential consequences were analysed and recorded, and business owners have been assigned to

each risk to mitigate and manage that risk, with quarterly reviews. In FY23, we reviewed that register, added some additional risks and

considered opportunities, and created it into a Climate-Related Risks and Opportunities register to align with the CRD standards. Risks and

opportunities are reported to the ARMC half-yearly.

See

Governance on page 7

and Risk Management on

pages 9-10.

Governance

Climate Statement (TCFD Appendix)

36Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023
Disclose the climate-related risks and opportunities the organisation has identified over the short (0-3 years), medium (3-10 years), and long-term (10+ years).

Disclose the actual and

potential impacts of climate-

related risks and opportunities

on the organisation's

businesses, strategy, and

financial planning, where such

information is material

In anticipation of the mandatory CRDs for FY24, we are preparing climate scenarios and analysis to assess the potential impact of

climate change on Chorus' business. We have started with a qualitative approach to identify the climate risks most likely to have an

impact on Chorus so that these risks can be managed and mitigated under our risk management framework. We plan to quantify

select risks next year.

In the past year, climate change-related weather events have tested the resilience of the Chorus network. While Cyclone Gabrielle

led to the widespread loss of electricity and the subsequent loss of telecommunications services, damage to our core network was

reasonably limited with no exchange buildings affected. Flooding across the North Island also tested the resilience of our copper

network, which had higher fault rates as a result. However, we did suffer some fibre backhaul breaks as a consequence of the

cyclone. EBITDA impacts from flood and cyclone-related events were $7m and exclude future capital expenditure, where required,

for network replacement. The operational risk created by extreme weather remains our main climate-related risk over the short to

medium term.

See Network Reliability,

starting on page 17, our

transition roadmap on

page 18, and Risk

Management on pages 9-10.

Strategy

Physical risksNature of risk/opportunity ImpactResponse

Risk 1:

More frequent/extreme

weather events

Time horizon:

Short and medium term


Damage or disruption to our network assets

could affect the delivery of telecommunications

services to our customers (retail service

providers) and their end users.


Prolonged service disruption may have a

detrimental financial and/or reputational impact,

particularly where it impacts a large area or

number of consumers (e.g. damage to key fibre

routes or widespread loss of electricity).


Extreme temperatures or cascading climate

related events affect our people’s ability

to work.

• Detailed risk analysis in FY23 has identified

potential exposure across a range of Chorus

network assets (see page 44).

• Significant damage may require replacement or

relocation of assets.

• Staff and contractors unable to work due

to Health & Safety risks posed by extreme

events (e.g. physical damage to infrastructure

limits movement or temperature extremes

constrain activity).

• Climate risk is included as part of asset management planning

with a detailed pluvial and fluvial flooding risk analysis completed

in FY23 (see page 44). This will inform ongoing investment for

protection or potential exit from key assets (e.g. South Dunedin

exchange building flood wall).


Continued growth in fibre uptake increases network resilience

because fibre is less susceptible to weather-related faults.



T

he expected shutdown of copper over the next decade will

reduce the amount/type of assets exposed to future climate risks.


Ongoing investment programmes to enhance network resiliency

(e.g. fibre backhaul upgrade and FTTH in high rainfall area of

South Island West Coast).


Ongoing monitoring of network performance in extreme

weather to assess trends: $7m EBITDA impact in FY23 following

significant weather events. Pan-industry working group to

identify opportunities for enhanced network resilience and

collaboration with government.


W

ork to minimise the impact of extreme temperature or

compounding and cascading weather events for both employees

and technicians.

Climate Statement (TCFD Appendix)

Continued overleaf

37Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023
Strategy cont.

Physical risksNature of risk/opportunity ImpactResponse

Risk 2:

Sea-level rise

Time horizon:

Long term.


Projected risk of damage to our network assets

from sea level rise or coastal flooding needs

to be considered as part of our asset

management planning.



D

amage to cables or buildings could affect

the delivery of telecommunications services to

our customers (retail service providers) and

their end users.


External impact assessment in 2023 screened

key network assets.

• Network risk assessment findings incorporated into long-term

asset management planning.

• Network asset exposure will reduce with the expected shutdown

of the copper network over the next decade.


Periodic updates to network risk assessment in future as new

climate change data becomes available.

Risk 3:

Supply chain disrupted due to

major weather events

Time horizon:

Short, medium, and long term


Global supply chain disrupted or materials

delayed on a more frequent basis due to major

weather events (whether at source or while

materials are in transit).

• Shortage of ONTs and other core materials.

• Failure to meet contractual obligations

to service companies regarding supply

of materials.


Unable to meet customer demand.


R

eview supply chain forecasting buffers to assess if they allow

for the current and anticipated frequency and severity of climate

events and eventual minimal supply of some parts and limited

number of supply routes.

• Ensure that supply chain processes embed a review of the impact

of climate change.

Risk 4:

Insufficient electricity

generated through any

means could lead to demand

outstripping supply

Time horizon:

Short, medium, and long term

• Electricity supply (from hydro, wind, solar or

other sources) is insufficient to meet demand

to run our business.

• Increased carbon emissions and rolling

black-outs.

• Install own generation assets and reduce electricity demand.

• Network asset exposure will reduce over time as copper network

is replaced with more energy efficient fibre network.

Continued overleaf

Climate Statement (TCFD Appendix)

38Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023
Strategy cont.

Transitional risksNature of risk/opportunity ImpactResponse

Risk 5:

Insufficient priority on climate

mitigation and adaptation

Time horizon:

Short term

• Increased unplanned capital spend for

frequent and extensive service and network

restoration activities.

• Financial costs.• Climate risks factored into asset management planning.

Risk 6:

Insufficient allowance for

weather related operating cost

or asset investment

Time horizon:

Short and medium term

• Regulatory framework provides insufficient

allowance for weather related opex or

asset investment.

• Financial costs.• Assess and report costs associated with climate mitigation

and adaptation.


E

xpedited exit of copper network to reduce at risk assets.

OpportunitiesNature of risk/opportunity ImpactResponse

Opportunity:

Energy sources

Time horizon:

Short term

• Electricity is our largest source of scope 1

and 2 carbon emissions at 9,921 tonnes-CO2e

in FY23.


En

ergy use reduction and generating our own

electricity from solar PV is one of our biggest

opportunities. We have developed an Emissions

Reduction Plan that focuses on opportunities to

reduce carbon emissions and the energy costs

associated with our network.

• Our electricity consumption is expected to

reduce by 25% as our copper network is retired

• The national grid averages ~80% renewable and is expected to

become more renewable.


W

e are investing in solar for our exchanges with six pilot sites

decided and build expected to start in FY24.


O

ur new electricity supplier is climate positive certified.

Climate Statement (TCFD Appendix)

39Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023
Describe the impact of

climate-related risks and

opportunities on the

organisation's business,

strategy, and financial

planning.

Climate-related risks and opportunities have limited impact on our business, strategy, and financial planning. Our investment in an

FTTH network has helped mitigate significant potential transition and physical risks related to climate change. Our climate change

impact assessment in FY22 and other network information and experience from past extreme weather events inform our ongoing

network planning and management practices. Our Emissions Reduction Plan further focuses on emissions reduction opportunities

and potential energy savings. Our transition roadmap is outlined on page 18.

See Governance on page 7

and Risk Management on

pages 9-10.

Disclose the resilience of

the organisation's strategy,

considering different climate-

related scenarios.

As part of the CRD standards, we must prepare and disclose three possible climate scenarios: 1.5 degrees Celsius, 3 degrees

Celsius or greater, and one other scenario in our FY24 reporting. We are working through our scenario analysis process to meet

the CRD standards.

Climate change scenarios are narratives about plausible futures that predict how climate change could affect the sector. They

consider various combinations of climate-related risks (e.g. impacts of storms and shifts in temperature) and a range of economic,

regulatory and social factors (e.g. emissions pricing or consumer preferences). Business and industry groups in New Zealand have

worked together to do scenario analysis for their respective sectors.

A sector-wide approach to scenario analysis will benefit risk management and help stakeholders understand the potential

implications of climate change. The Telecommunications Forum (TCF) board has formed a Climate Change Working Group (CCWG)

to work on a sectorial scenario analysis and gather and share information on the impacts of climate change on the resilience of the

telecommunications industry. Chorus has joined this working group.

See Risk Management on

pages 9-10.

Describe the organisation’s

processes for identifying and

assessing climate-related risk.

Chorus has a Climate Change Risks and Opportunities Registry to align with the requirements of the CRDs. Chorus held a high-level

workshop with representatives from across the business to review the existing registry and ensure it was still fit for purpose and that

lessons from the recent weather events were considered.

See Risk Management on

pages 9-10

Describe the organisation's

processes for managing

climate-related risks.

Our management of climate-related risks aligns with the process used for other threats. Principal risks are assigned to individual

executives for management, and risk mitigation initiatives are identified. We utilise external data, experience with extreme weather

events, and ongoing network planning and management practices for network risks related to flooding or sea-level rise. Mitigation

measures include building maintenance and flood protection for at-risk exchanges, geotechnical surveys for selecting fibre routes,

placement of cables on the downstream side of bridges, and network expansion projects to enhance route diversity and network

robustness. Post Cyclone Gabrielle, river crossing build techniques are being revisited, with separate aerial connection being

considered. As parts of our copper network are shut down, at-risk network assets are being phased out.

See Risk Management on

pages 9-10.

Describe how processes for

identifying, assessing, and

managing climate-related

risks are integrated into the

organisation's overall risk

management and prioritised.

Climate-related risks are identified, assessed and managed within our existing risk management framework and practices. Identified

risks and related actions are monitored and updated quarterly. If risks exceed our risk tolerance, additional mitigation activities may

be implemented.

See Risk Management on

pages 9-10.

Risk Management

Climate Statement (TCFD Appendix)

40Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023
Disclose the metrics the

organisation uses to assess

climate-related risks and

opportunities in line with

its strategy and risk

management process.

We measure energy and fuel usage across our network and monitor greenhouse gas emissions. We aim to reduce our scope 1 and

2 emissions by 62% by FY30, based on FY20 levels. Data usage metrics indicate the reduction in emissions intensity as we transition

to a fibre-based network and data volumes continue to grow. Fault performance and associated cost measures are relevant for

monitoring network resilience.

See Thriving Environment,

starting on page 15.

Disclose scope 1, scope 2,

and, if appropriate,

scope 3 greenhouse gas

(GHG) emissions and the

related risks.

We report our scope 1, 2, and limited scope 3 emissions annually. Our emissions performance and intensity for the last three years

is available on pages 41 & 42. Network electricity consumption accounts for most of our combined scope 1 and 2 emissions. Our

Emissions Reduction Plan focuses on energy efficiency and reducing energy use across our network. The shutdown of parts of our

copper network will reduce electricity needs and emissions by about 25% by 2030. In FY23, we powered down 225 copper cabinets

and have seen a 4.5% reduction in electricity consumption. We anticipate reducing scope 3 emissions as fibre uptake increases.

Fault-related activity is also lower on the fibre network.

See Thriving Environment,

starting on page 15.

Describe the targets

the organisation uses to

manage climate-related

risks and opportunities and

performance against targets.

Our Emissions Reduction Plan aims to reduce electricity consumption by 15% over the next three years and we have achieved a

reduction of our corporate fleet by 25% at the end of FY23.

The rollout of our FTTH network has contributed to the transition to a more energy-efficient and resilient network. We have

achieved a 70% uptake of the fibre network to date. By increasing fibre uptake, we can further reduce our carbon footprint through

reduced electricity usage. Fibre broadband offers high-speed capability with lower emissions. Average data usage per connection

on our network is growing significantly each year.

See Thriving Environment,

starting on page 15.

Metrics and Targets

Climate Statement (TCFD Appendix)

41Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023
Our organisational boundary

We aim to achieve an emissions intensity of under 1 (tCO2e/PB) by FY25.

Data traffic

(PB)

Scope 1 and 2

(tCO2e)

Emissions intensity

(tCO2e/PB)

FY204,94510,3702.09

FY215,82313,2392.27

FY227, 14 013,9571.95

FY237, 4 0210,6611.44

Climate Statement (TCFD Appendix)

Targets

• Science-based target – reduce 62% scope 1 and 2 emissions from 2020 by 2030


S

cience-based target –70% of our suppliers, by spend, cover over half of scope 3

emissions and will have science-based targets or emissions reduction plans by FY30.


The largest potential areas to address emissions in Scope 3 are purchased goods and services,

fuel and energy-related use (technician van fuel) and use of sold products (downstream).

We have established a supplier sustainability forum to identify collaboration opportunities and

co-design initiatives to help reduce scope 3 emissions.

GHG emissions intensity

Chorus monitors emissions intensity against the amount of data transmitted across its network

in Petabytes (PB). As the amount of data transmitted on our network steadily increases as more

people and devices connect, our emissions intensity decreases.

Our organisational emissions reporting boundary takes an operational control approach defined by the GHG Protocol and includes Chorus New Zealand Limited only, as our operating company and

sole subsidiary of our parent company, Chorus Limited. Chorus Limited is publicly listed, and our issued shares are quoted on the New Zealand Stock Exchange (NZX) and Australian Securities Exchange

(ASX).

42Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023
Scope - CategoryActivityMethodology and data qualityFY20FY21FY22FY23

Tonnes-CO2

1 – DirectDiesel generator fuel.Supplier specific: Invoices detailing litres of diesel used for Engine Alternatives.170172273315

1 – DirectRefrigerants (gas leakage from air con).Supplier specific: Invoices detailing litres of refrigerants (gas) top ups.565548601181

1 – DirectNatural gas (LPG use in exchanges).Supplier specific: Invoices detailing LPG bottles purchased.998295*85

1 – DirectChorus vehicle fleet fuel.Supplier specific: Fuel card data showing litres of petrol/ diesel.NA204127159

2 – Purchased electricityLocation based.

Market based.

Average/Supplier specific: Monthly electricity invoices – detailing usage for

each Installation Control Point. Include Spark invoice for Chorus electricity

used in Spark exchanges.

9,334

N/A

12,248

N/A

12,861

N/A

9.921

1,309

3/1 – Purchased goods and

services

3/2 – Capital goods

Emissions based on spend, per activity.

Focused on emissions associated with

manufacturing and shipping.

Spend-based: Toitū worksheet which calculates emissions based on spend

and average emissions per activity.

N/ANA22,559

**

45,456

3/3 – Fuel and energy useElectricity used by customers and

transmission and distribution line losses.

Average/Hybrid Supplier specific: Based on what we invoice Spark for

electricity use in Chorus exchanges.

3,3954,3394,0693,359

3/4 – Upstream transportation

and distribution

Service company corporate fleet and

Chorus technician fleet.

Supplier specific: Based on information from service providers using some

fuel use data and statistical data for light vehicle fleets.

5059315,589

***

13,324

3/5 – Waste generated in

operations

Waste from corporate offices and network. Average/Hybrid: Based on one month of daily weighing for all corporate sites

(multiplied). Network waste data supplied by service providers.

6360289

3/6 – Business travel Business flights, car rentals,

accommodation and taxis.

Supplier specific: Actual data provided by travel provider.

Broken down to employee name and number.

765294202762

3/7 – Employee commuting Employee commuting and work from

home.

Average/Hybrid: Based on average data from employee survey.N/AN/A124265

3/9 – Downstream

transportation and

distribution

Transportation and distribution of

equipment and spares.

Supplier specific: Shipment of Nokia equipment and supplier invoices.N/AN/A2,5451,578

3/11 – Use of sold productElectricity used in customer premise to

power the ONT.

Supplier specific: Supplier specs on energy consumption for each model.

Based on a 24/7, seven days a week usage.

N/A516,9117,6 51

Total Scope 1

1,0359921,096740

Total Scope 2

9,34312,24712,8619,921

Total Scope 3

9,2219,80719,66872,404

Climate Statement (TCFD Appendix)

Base year

Greenhouse gas emissions source inclusion

* Natural gas FY22 emissions number has been restated due to an error found in data capture.

We have restated emissions for prior years based on revised emission factors and activity levels. Emissions may vary from previously reported figures.


Emissions up from last year.

Emissions down from last year.


** Full spend-based analysis and calculation completed for FY23.

*** FY23 is the first year we have had supplier specific data for service companies fleet emissions, including Chorus' technician fleet.

43Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023
Scope - CategoryExclusion reason

3/8 – Upstream leased assetsChorus equipment located in suppliers’ exchange buildings is included in scope 2.

3/10 – Processing of Sold ProductsExcluded due to low materiality, lack of available data, and high degree of uncertainty.

3/12 – End of life treatment of sold productsE-waste programme in place and most network waste is recycled.

3/13 – Downstream leased assetsCustomer electricity on network/ICT equip in Chorus’ exchanges is included under 3 fuel and energy use.

3/14 – FranchisesChorus has no franchise model.

3/15 – InvestmentsChorus has no other investments at this stage.

Guidance documents, standards and emission factors used for our climate statement

The following guidance documents were used in the preparation of this GHG Inventory:

Aotearoa New Zealand Climate Standard 1

Climate-related Disclosures (NZ CS 1)

https://www.xrb.govt.nz/standards/climate-related-disclosures/aotearoa-new-

zealand-climate-standards/aotearoa-new-zealand-climate-standard-1/

Aotearoa New Zealand Climate Standard 2

Adoption of Aotearoa New Zealand Climate Standards (NZ CS 2)

https://www.xrb.govt.nz/standards/climate-related-disclosures/aotearoa-new-

zealand-climate-standards/aotearoa-new-zealand-climate-standard-2/


Aotearoa New Zealand Climate Standard 3

General Requirements for Climate-related Disclosures (NZ CS 3)

https://www.xrb.govt.nz/standards/climate-related-disclosures/aotearoa-new-

zealand-climate-standards/aotearoa-new-zealand-climate-standard-3/

Greenhouse Gas Protocol – Scope 2 Guidance

https://ghgprotocol.org/sites/default/files/2023-03/Scope%202%20Guidance.pdf


Greenhouse Gas Protocol Technical Guidance for Calculating Scope 3 Emissions

https://ghgprotocol.org/sites/default/files/standards/Scope3_Calculation_

Guidance_0.pdf

SBTi Criteria and Recommendations

https://sciencebasedtargets.org/resources/files/SBTi-criteria.pdf

Ministry for the Environment: Measuring Emissions – a guide for organisations

https://environment.govt.nz/publications/measuring-emissions-a-guide-for-

organisations-2022-detailed-guide/

Climate Statement (TCFD Appendix)

Greenhouse gas emissions source exclusions

44Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023
Figure 13: Chorus' network exposure to climate change

SEA LEVEL RISECOASTAL FLOODINGPLUVIAL FLOODINGFLUVIAL FLOODING

2040

SSP2-4.5

2040

SSP5-8.52023

2040

SSP2-4.5

2040

SSP5-8.52023

2040

SSP2-4.5

2040

SSP5-8.52023

2040

SSP2-4.5

2040

SSP5-8.5

KEY EXCHANGE SITES (N=61)

* potentially exposed (very low to very high)000004 (7%)4 (7%)4 (7%)8 (13%)9 (15%)9 (15%)

* potentially exposed (high to very high)000002 (3%)2 (3%)2 (3%)3 (5%)4 (7%)4 (7%)

OTHER EXCHANGE/ACCESS SITES (N=778)

* potentially exposed (very low to very high)3 (<1%)3 (<1%)8 (1%)16 (2%)17 (2%)104 (13%)104 (13%)104 (13%)177 (23%)181 (23%)181 (23%)

* potentially exposed (high to very high)4 (1%)9 (1%)9 (1%)20 (3%)20 (3%)22 (3%)79 (10%)83 (11%)83 (11%)

UNDERGROUND UTILITY BOXES (N=285,554)

* potentially exposed (very low to very high)383 (<1%)401 (<1%)2,610 (1%)4,723 (2%)4,789 (2%)28,292 (10%)28,292 (10%)35,017 (12%)32,988 (12%)35,017 (12%)35,017 (12%)

* potentially exposed (high to very high)1,700 (1%)3,487 (1%)3,557 (1%)10,543 (4%)10,757 (4%)25,563 (9%)23,213 (8%)25,157 (9%)25,563 (9%)

TERMINAL ENCLOSURES OR CABINETS (N=14,702)

* potentially exposed (very low to very high)40 (<1%)41 (<1%)162 (1%)264 (2%)269 (2%)1,295 (9%)1,295 (9%)1,295 (9%)1723 (12%)1799 (12%)1799 (12%)

* potentially exposed (high to very high)79 (1%)140 (1%)141 (1%)259 (2%)267 (2%)281 (2%)849 (6%)919 (6%)942 (6%)

POLES (N=310,779)

* potentially exposed (very low to very high)529 (<1%)570 (<1%)2,875 (1%)4,258 (1%)4,295 (1%)32,239 (10%)32,239 (10%)32,239 (10%)37,456 (12%)37,456 (12%)37,456 (12%)

* potentially exposed (high to very high)000000000

REGIONAL FIBRE (67,483KM)

* potentially exposed (very low to very high)484 (<1%)499 (<1%)962 (1%)1,356 (2%)1,371 (2%)9,144 (14%)9,144 (14%)9,144 (14%)12,181 (18%)12,435 (18%)12,435 (18%)

* potentially exposed (high to very high)000000000

This assessment builds on a 2019 analysis of Chorus' network exposure to climate change

induced sea level rise. Current network asset information is assessed against additional climate

change risk from coastal, pluvial and fluvial flooding. Two global emissions scenarios were used:

moderate (SSP2-4.5) and high (SSP5-8.5) to 2040 and 2090. The 2090 results are not shown given

most Chorus assets have much shorter accounting lives. Flood damage assessment is based on

estimated inundation depth from ground level, with an adjustment for estimated floor height.

An impact level is assigned based on damage expectancy with 'very low' representing 1% or less

damage and based on damage expectancy with less than one hour of disruption. 'High' and 'very

high' impact represents estimated damage above 25% and multi-day disruption.

Chorus is currently migrating customers to its fibre network and expects that its copper network

will be shut down within a decade. As the copper network is shut down the number of exposed

assets is expected to reduce significantly. The fibre network is much more resilient to water ingress

than the copper network because fibre cables do not carry an electrical signal and fibre nodes in

suburban streets do not contain electrical equipment.

Chorus is using the findings from this analysis to inform its asset management programme and

ongoing investment in network resilience. Cyclone Gabrielle in February 2023 was the largest

weather event to affect the Chorus network and the resulting damage was consistent with the

findings of this report, with no damage to exchanges or access sites.

DEFINITIONS:

Sea level rise: 0.16m increase in sea level for SSP2-4.5 and 0.18m for SSP5-8.5.

Coastal flooding: storm surges causing coastal inundation by sea water.

Pluvial flooding: extreme rainfall that overwhelms drainage systems and/or results in flash flooding.

Fluvial flooding: excessive rainfall or snow melt causing river or lake overflow onto surrounding land.

Climate Statement (TCFD Appendix)

45Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Glossary
Glossary

ADSLAsymmetric Digital Subscriber Line - a

copper-based technology that can provide

basic fixed line broadband services.

BoardChorus Limited’s Board of Directors.

CO2eCarbon dioxide equivalent.

CRD Climate-Related Disclosures.

EmissionsEmission sources are categorised by

scope to manage risks and impacts

of double counting. There are three

scopes in greenhouse gas reporting.

FluvialRiver flooding.

FTEFull Time Equivalent.

FTTHFibre-to-the-home.

FWA 4G / 5GFixed Wireless Access 4th/5th generation.

FYFinancial year – twelve months

ended 30 June. FY23 is from

1 July 2022 to 30 June 2023.

GHGGreenhouse gas.

GHG InventoryA quantification of an organisation’s

greenhouse gas sources, sinks,

emissions, and removals.

GPONGigabit Passive Optical Network.

Layer 1The physical cables and co-location space.

Layer 2The data link layer, including broadband

electronics, within the Open Systems

Interconnection model.

MbpsMegabits per second – a measure of

the average rate of data transfer.

ONTOptical Network Terminal, or the termination

point of fibre in the home or business.

P2PWhere two parties or devices are

connected point-to-point via fibre.

PBA petabyte is equivalent to 1,024 gigabytes

pKmPassenger-kilometre (unit of

measure for transport).

PluvialSurface water flood.

RABRegulatory Asset Base refers to the value of

total investment by a regulated utility in the

assets which will generate revenues over time.

RefrigerantsA substance or mixture used in a heat

pump and refrigeration cycle.

SBTiScience Based Target initiative.

Scope 1 Direct emissions from sources that are

owned or controlled by a company.

Scope 2Indirect emissions from the generation of

purchased electricity consumed by a company.

Scope 3Indirect emissions from the

value chain of a company.

UFBUltra-Fast Broadband refers to the Government

and industry programme to build a FTTH

network to 87% of New Zealanders. UFB1

refers to the original phase of the rollout to

75% of New Zealanders. UFB2 and UFB2+

were subsequent phases announced in

2017 extending the network to 87%.

VDSLVery High Speed Digital Subscriber Line – a

copper-based technology that provides a

better broadband connection than ADSL.

WFHWorking from home.

Directory
Registered Offices

NEW ZEALAND

Level 10, 1 Willis Street

Wellington, New Zealand

P: +64 800 600 100

AUSTRALIA

C/– Allens Corporate Services Pty Limited

Level 28, Deutsche Bank Place, 126 Phillip Street,

Sydney, NSW 2000, Australia

P: +61 2 9230 4000

https://company.chorus.co.nz/sustainability

ARBN 152 485 848

---

On behalf of your Board, I’m pleased to report
that Chorus has delivered another strong

financial result in a year of operating challenges

and change.

Over a period of economic volatility, inflationary pressures

and uncertainty, Chorus continued to prove its resilience

as an essential utility provider. As the recent pandemic

and extreme weather events have shown, Kiwi homes and

businesses are more reliant than ever on our fast and reliable

broadband connections to live, learn, work and play.

We’ve announced a final unimputed dividend for the year of

25.5 cents per share, bringing total dividends for FY23 to 42.5

per share. The dividend reinvestment plan remains paused.

This is my first annual report as Chair after six years on

the Board as a director. I’m excited to be part of Chorus’

transition from a successful era of building one of the world’s

most advanced fixed broadband networks to now operating

as a digital infrastructure company that can power

New Zealand’s digital future.

Strategy and Core Beliefs

I think it’s important for shareholders to understand what

our beliefs as a board are for your company. These beliefs

underpin Chorus’ three strategic pillars: to win in core fibre, to

optimise the non-fibre asset base and to grow new revenues.

• Empowering our people: One of the best investments we

can make is in having the right people, empowered and

appropriately incentivised. Our aspiration is for Chorus to be

a diverse and inclusive employer of choice.

• Fibre is future-proofed: We believe fibre is the most effective

technology choice for the vast majority of New Zealanders

because it provides a dedicated connection that delivers

fast and extremely reliable connectivity. While alternative

technologies have a place in the market, fibre has a clear and

easily scalable upgrade path to meet the expected growth in

consumer needs far into the future.

• Connections, connections, connections: Chorus’ long-

term value is inextricably linked to fibre connections. Now

that we’ve built a world-class network, in partnership with

government, the greatest benefit to the country is to harness

its potential. We’ve begun retiring the copper network in

our urban fibre areas and this will drive fibre uptake even

higher. Consumers value fibre above other technologies as a

high-quality dependable service and we’re willing to invest in

connecting more addresses and devices (e.g. traffic cameras)

where the acquisition cost is justified by the long-term value

of that connection.

• Managed exit from copper: Our copper network is nearing

the end of its technological life and alternative technologies

will be needed beyond the reach of fibre. Our focus is on

managing our copper costs down while deploying fibre

to the maximum extent and ensuring regulation supports

consumers to get the best possible services.

• Be an active wholesaler:

As an open access wholesaler

we treat all our retailer customers equally. Yet, our largest

customers are also our network competitors and have

direct consumer relationships where we don’t. This means

we need to be an active wholesaler, promoting our network

services and ensuring that the regulatory regime supports

a level playing field between network providers and keeps

consumers fully informed.


• Promote digital equity: We’re the provider of an essential

utility service that enables New Zealanders to access

an increasingly digitised world. This means Chorus

can and should play its part in improving digital equity.

Because we’re a wholesale only provider, this requires a

collaborative effort with government agencies and retail

service providers.

• Prioritise long-term value: Capital allocation is one of our

most important responsibilities. We’re making investment

decisions for long-term value, not short-term profit. We’ll

prioritise the efficient allocation of capital that grows

shareholder value and supports a growing sustainable

dividend through time. Our assessment of the necessary

level of returns, the impact on consumer pricing,

competitive market conditions, and the parameters of our

dividend policy and debt limits, will guide our approach to

discretionary investment.

• A considered approach to new opportunities: We believe

generating non-regulated income streams is important,

but they must pay their way. We would need to have, or

build, the capability to run these businesses well. We’ll

tread carefully and generally steer away from businesses

that our shareholders can invest in directly, unless there

is a compelling adjacency to, and synergies with, our

core business.

• An appropriate capital structure: We’re committed to

maintaining a capital structure reflective of a utility

business. At the heart of this is the maintenance of an

investment-grade credit rating (BBB or equivalent) and

financial policies that support this. We’ve begun turning

our minds to the first tranche of Crown funding that will be

due in mid-2025.

Dear investors

Reshaping Chorus for its next phase
We’ve spoken in the past about the transition from a fibre

rollout organisation to one that is focused more on operating

that network. With the UFB rollout finished and the new

regulatory regime for fibre established, Chorus is entering this

new phase of its evolution.

In May, we announced the beginning of changes to our

operating model to better execute our strategy, reflect the

new regulatory framework and respond to a changing market

environment. That environment includes the progressive

withdrawal of our copper network, the emergence of new

technologies and changing consumer needs.

This new operating model includes the introduction of three

end-to-end value streams that are aligned to the core focus

areas of our strategy: win in fibre, grow new revenues and

optimise non-fibre assets. New capabilities, tools and ways

of working are also being introduced so our people can

deliver key initiatives with better focus and prioritisation, and

ultimately provide improved consumer outcomes.

This is a

significant change from our historical operating model that

had been built around delivering a 12-year fibre rollout and

the mass uptake of fibre.

Unfortunately, it has meant the disestablishment of some

executive roles.I would like to acknowledge Andrew Carroll

(GM Customer & Network Operations) and Ed Hyde (Chief

Customer Officer) for the significant contributions they made

to Chorus. Andrew was a member of the leadership team

since Chorus was listed and helped us navigate a number of

significant challenges over many years. Ed was instrumental in

developing our fibre proposition for consumers and ultimately

reaching our target of one million connections in FY23.

Governance

Two directors, Jack Matthews and Kate Jorgensen, are

scheduled to be up for re-election at this year’s annual

shareholders meeting, with no retirements. We’ve had two

director changes during the year, with the retirement of

Patrick Strange as Chair and the subsequent appointment of

Will Irving as a director. Will has been an excellent addition to

the Board, bringing a combination of regulatory, technology

and operational telco experience from his roles at Telstra and

the National Broadband Network in Australia.

I’d like to acknowledge Patrick for his leadership over a long

period at Chorus and for the smooth handover to me. I extend

that appreciation to my fellow Board members for their support

to me in the Chair role and their valuable contributions.

As directors we’re energised by the goals we have set for

the company. I believe the Board has the right blend of

experience and diversity in the broadest sense to drive the

strategy of the company, and to support and challenge

our management.

Becoming an all‑fibre digital infrastructure

company

We’ve provided dividend guidance of 47.5 cents per share,

unimputed, for FY24. There is approximately $11 million

remaining to be returned to shareholders through the $150

million share buyback programme. To date, more than 17

million shares have been bought back.

In April, we were pleased to see UniSuper receive government

approval to increase its shareholding in Chorus up to 20%,


should it choose to do so. We see this as a positive endorsement

both of Chorus’ strategy and growing investor recognition of

our value as a provider of essential digital infrastructure.

The global boom in fibre rollouts gives us great confidence

that we’ve invested in the right infrastructure for the future.

Recent OECD data shows fibre already accounting for 38%

of all fixed broadband subscriptions at the end of 2022,

surpassing cable on 32% and copper broadband on 24%.

This shift to fibre, and the emergence of alternative wireless

and satellite broadband networks in rural areas, has started

the countdown on the usefulness of copper networks.

Norway and Sweden, for example, are well advanced in the

retirement of copper. We expect this to occur here in the

next decade and we believe fibre should be extended further

to help bridge the digital divide between urban and rural

communities. We’re exploring how we could play a part with

the right investment incentives.

At the same time, we’re enhancing our existing fibre footprint

with upgrades to multi-gigabit Hyperfibre capability. We

know we’re on the right path when Singapore’s latest Digital

Connectivity Blueprint calls for seamless 10Gbps connectivity

to be enabled within the next five years. The trends all point

to exponential data growth in the coming years and the rapid

rise of artificial intelligence services in the past year shows just

how fast and far-reaching changes in our industry can be.


I’d like to thank our chief executive JB Rousselot, our

executive team and the wider Chorus team for their

outstanding efforts over the past year, particularly the way

they dealt with significant operating challenges, including

Cyclone Gabrielle and the ongoing technician shortages.

Finally, I would like to thank you, our shareholders, for

your continued support of Chorus and we look forward to

updating you at our annual meeting in November.

Mark Cross

Chair

If you’d like more detail on our financial results, the

annual report and a recorded webcast of our results

briefing will be available on our website at

www.chorus.co.nz/reports

FY23 results overview
We’d like to keep in touch by email

With postage costs rising and our desire to reduce our

environmental impact, we are reconsidering how we


keep in touch.

Please send your email address (and include your postal

address so we can identify the right recipient) to;

company.secretary@chorus.co.nz

so we can email this letter to you paper-free next time.

1 Earnings before interest, income tax, depreciation and amortisation (EBITDA) is a non-GAAP profit measure. We monitor this as a key

performance indicator and we believe it assists investors in assessing the core operations of our business.

About this report

Our 2023 Annual Report covers the financial year ended 30 June 2023 and includes aspects of our environment, social

and governance (ESG) performance. For additional ESG reporting, including emissions and climate-related information,

please refer to our separate 2023 Sustainability Report available at www.chorus.co.nz/reports.

Share price

FY23FY22

$7.22

$8.425

Operating revenue

FY23

$980m

FY22

$965m

EBITDA

1

FY23FY22

$675m

$672m

Dividend

FY23FY22

35cps

42.5cps

Net profit after tax

FY23FY22

$64m

$25m

Market dynamics
We’re focused on continuing to grow uptake of our network

so its socio-economic benefits can help power Aotearoa’s

digital future. Our copper withdrawal programme will keep

driving fibre uptake in our urban areas and we’re continuing

to be an active wholesaler. Our latest New Zealand runs on

fibre advertising campaign showcases some of the ways fibre

is now used by about three million Kiwis. Market data shows

that consumers value fibre’s reliability and speeds.

We’re cognisant that there are shadows over the wider

economy. We see inflationary pressures across our business

through direct labour costs and our service companies.

There are signs too that our housing development pipeline

is slowing from its recent peak. We know consumers face

economic pressures and, although we’re increasing prices on

some fibre plans by inflation from 1 October, we’ll again hold

the wholesale price of our entry level 50Mbps Home Fibre

Starter plan at its current level.

While Commerce Commission reporting shows no other

technology beats fibre for reliability and capability, we

know that the evolution of 5G fixed wireless will bring

more competition from mobile network operators. The

Commission’s oversight of marketing practices will be integral

to ensuring that vertically integrated providers don’t use their

direct consumer relationships to unfairly undermine the open

access fibre regime the government created in 2011.

The gap between network capability and in-home Wi-Fi

performance is another area that requires ongoing focus

from the industry and government. The age and quality of

home Wi-Fi devices is a potential handbrake on consumers

enjoying the full benefits of the investment made in fibre.

While some retailers are providing Wi-Fi 6 capable mesh

devices, the next generation of Wi-Fi 6E devices could enable

peak speeds of 2Gbps by using 6GHz spectrum to provide

greater bandwidth.

Leading tech countries have already taken the step to

release the entire 6GHz band for this purpose, because they

recognise Wi-Fi is critical to the consumer experience and

ongoing technology innovation. However, to date, the New

Zealand government has opted to release only the lower

6GHz band for Wi-Fi and other unlicensed use.

Regulatory framework

We’re now halfway through our first three-year regulatory

period under a utility-style framework for fibre. In May, we

lodged our Information Disclosure reporting for the 2022

calendar year showing the regulated asset base had grown

from $5.4 billion to $5.7 billion and that we under-earned our

allowable revenue by about $47 million.

In October 2023, we’ll submit our proposal for the expenditure

and investment we anticipate for the next four-year regulatory

period from 2025 to 2029. This is a significant undertaking as

we seek to forecast consumer demands and expectations.

As we know from the effect of Netflix and Fortnite on peak-

time bandwidth, it only takes one new application to change

consumer behaviour almost overnight.

That’s why we’ve been surveying consumers as part of our

proposal development and to help evaluate longer-term

opportunities for investment.

Long-term planning about the management of our assets

is also a key consideration. We’re enhancing our asset

management capability and practices to provide a strong

focus on network operation and lifecycle management. At

the same time, the extreme weather events in early 2023 have

given our network planning team some valuable insights into

how we could develop our approach to network resilience.

An opportunity to take fibre further

In December, the Government released its Lifting

Connectivity in Aotearoa New Zealand paper, setting out their

intent to improve digital connectivity over the next decade.

The paper highlights the need to provide enduring solutions

that can meet future growth in demand for increased speed

and capacity.

A report we commissioned from the New Zealand Institute of

Economic Research calculated a $16.5 billion benefit for rural

homes and businesses over the next decade if they had high-

capacity broadband. That equates to a $6,500 annual benefit

to households better able to access broader employment

opportunities and the ability to use online services for

telemedicine, banking and government agencies.

Europe’s ambition is gigabit coverage for all households

by 2030, with some countries targeting 99% population

coverage with fibre. That’s probably too high for New Zealand

given our challenging topography and generally lower

population density, but we believe we could reach at least

90% of Kiwis with fibre under the right regulatory and policy

settings. That would require an investment in the order of

$500 million to reach 75,000 premises.

We believe it’s time for a broader discussion about the right

mix of private and public investment that can achieve the

government’s goals and close the digital divide for more Kiwis.

JB Rousselot

Chief Executive

Outlook

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