Chorus Limited/Announcement
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Notice of meeting, proxy form & virtual meeting guide

AGM3 October 2023CNUCommunication Services

Notice of Annual Meeting 2023
notice of

annual meeting

2023

Where

In-person:

Chorus’ Wellington office

Aon Centre

Level 10, 1 Willis Street

Wellington

Online:

via Computershare’s online

meeting platform:

https://meetnow.global/nz

When

Wednesday

8 November 2023

commencing at 2.00pm

(New Zealand time)

Chorus Limited’s 2023 annual meeting of shareholders

will be held as a hybrid meeting (in-person and online).

Important dates

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

6 November 2023, 2.00pm

Latest time for receipt of Proxy Forms

6 November 2023, 5.00pm

Record date for voting entitlements for the Annual Meeting

8 November 2023, 2.00pm

Annual Meeting

By order of the Board

Elaine Campbell

Chief Corporate Officer & General Counsel

4 October 2023

Shareholders will be asked to consider and, if thought

appropriate, to pass the following ordinary resolutions:

Election and re-election of Directors

1. That Ms Kate Jorgensen be re-elected as a Chorus director.

2. That Mr Jack Matthews be re-elected as a Chorus director.

See Explanatory Note 1.

Auditor Fees and Expenses

3. That the Board be authorised to fix the fees and expenses

of KPMG as auditor.

See Explanatory Note 2.

Business

You are encouraged to read this Notice (including the Explanatory

Notes and Procedural Notes) and the instructions on the Proxy/

Voting Form carefully.

Notice of Annual Meeting 2023
Explanatory Note 1: Election and re-election of Directors

The NZX Listing Rules provide that a director of an issuer must not

hold office (without re-election) past the third annual meeting

following the director’s appointment or 3 years, whichever is longer.

Accordingly, Kate Jorgensen and Jack Matthews, who were last

elected at the 2020 Annual Meeting, are retiring from office at this

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

Ms Jorgensen and Mr Matthews are standing with the full support of

the Board. The Board unanimously recommends that shareholders

vote in favour of their re-election. The Board has determined that

each of Ms Jorgensen and Mr Matthews is an independent director.

A biographical background of each director standing for re-election

is set out above.

Explanatory Note 2: Auditor fees and expenses

KPMG are currently Chorus’ auditors and will be automatically

reappointed under the Companies Act 1993. Under the Companies

Act, auditor fees and expenses must be fixed in the manner

determined at the Annual Meeting. Shareholder approval is,

therefore, sought to authorise the Board to fix the fees and

expenses of KPMG as auditor.

Explanatory Notes

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.

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 in

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

former director of New Zealand Golf Network

Limited, Plexure Group, The Network for Learning,

APN Outdoor Group, and Trilogy International.

Jack is a member of our Audit and Risk

Management Committee.

Notice of Annual Meeting 2023
Shareholders can attend the meeting either in person at Chorus’

Wellington offices, or virtually through the Computershare meeting

platform https://meetnow.global/nz.

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

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

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

questions online using your smartphone, tablet or desktop device.

Please refer to the Virtual Meeting Guide for more information. You

will need the latest version of Chrome, Safari or Edge to access the

meeting. Please ensure your browser is compatible.

If you have any questions, or need assistance with the online

process, please contact Computershare on +64 9 488 8777

between 8.30am and 5.00pm Monday to Friday.

Audio will stream through the selected device, so shareholders will

need to ensure that they have the volume control on their

headphones or device turned up.

Shareholders attending virtually will be able to view the

presentations, vote on the resolutions to be put to shareholders and

ask questions, by using their own computers or mobile devices.

Shareholders will still be able to appoint a proxy to vote for them or

send a postal vote, as they otherwise would, by following the

instructions on the proxy form and this Notice of Annual Meeting.

Details of how to participate ‘virtually’ are provided in the

accompanying Virtual Meeting Guide, with instructions for

accessing the virtual meeting. Shareholders are encouraged to

review this guide prior to the Annual Meeting.

Shareholders will require their CSN/Securityholder Number,

which can be found on their proxy and postal voting form, for

verification purposes.

Voting entitlements

The persons who will be entitled to vote on the resolutions at the

Annual Meeting are those persons who are Chorus shareholders at

5:00pm on Monday, 6 November 2023.

Casting your vote

You may cast your vote using one of the following options:

1. Before the Annual Meeting: If you wish, you can vote prior to

the Annual Meeting (up until 2.00pm on Monday, 6 November

2023) on the website of Chorus’ share registry, Computershare

Investor Services Limited at: www.investorvote.co.nz

2. At the Annual Meeting:

If you wish, you can vote at the Annual Meeting either;

In-person: If you wish you can attend the Annual Meeting and

vote. Voting will be by way of poll. You must bring the Proxy/

Voting form with you to vote.

Online at: https://meetnow.global/nz

For more information about voting at the Annual Meeting,

please refer to the Virtual Meeting Guide that accompanies this

Notice of Meeting.

3. Appoint a proxy to vote: You may appoint a proxy or corporate

representative (if the shareholder is a body corporate) to attend

the Annual Meeting, to act generally at the meeting and to vote

on your behalf. Your proxy does not need to be a Chorus

shareholder. To do this, you should complete the Proxy/Voting

Form. It must be returned to the share registrar by 2.00pm on

Monday 6 November 2023. You may return your Proxy/Voting

Form by:

• Completing the Proxy/Voting Form and either posting it or

faxing it to the share registrar; or

• Completing the Proxy/Voting Form online at

www.investorvote.co.nz

Proxy/voting forms

The Proxy/Voting Form allows you to vote either for or against, or

abstain from, the resolutions notified in the Notice of Meeting.

If you appoint a Chorus director as your proxy to vote on your

behalf, then any undirected proxies granted to the director will be

voted in favour of the relevant resolutions.

If, in appointing a proxy, you have inadvertently not named

someone to be your proxy, or your named proxy does not attend

the Annual Meeting, the Chair of the meeting will be your proxy and

will vote in accordance with your express direction.

Chorus directors are not able to speak at the Annual Meeting on

behalf of a shareholder who appoints them as their proxy. If you

wish to be heard at the meeting you should either participate online

or appoint a proxy other than a Chorus director.

To assist shareholders wishing to exercise their voting rights at the

Annual Meeting (whether online or by proxy), the Proxy/Voting

Form accompanying this Notice of Meeting has been personalised

with individual shareholder details. The Proxy/Voting Form shows

your current shareholding. If, at 5:00pm on 6 November 2023, your

shareholding is different from that shown on the Proxy/Voting

Form, it will be updated by Chorus’ share registry, Computershare

Investor Services Limited.

Procedural NotesAttending the Annual

Meeting - instructions

The addresses for the share registrar are:
New Zealand

Computershare Investor Services Limited

Private Bag 92119

Victoria Street West

Auckland 1142

New Zealand

Phone: +64 9 488 8777

Fax: +64 9 488 8787

Email: enquiry@computershare.co.nz

www.investorcentre.com/nz

Australia

Computershare Investor Services Pty Limited

GPO Box 3329

Melbourne 3001

Australia

Freephone: 1 800 501 366

Fax: +61 3 9473 2500

Email: enquiry@computershare.co.nz

www.investorcentre.com/nz

Presentations

A copy of the presentations from the Annual Meeting will be

available for viewing on Chorus’ website after the conclusion of

the Annual Meeting.

ARBN 152 485 848

Method of voting

Voting on all resolutions put before the Annual Meeting will be by

poll. Results of the voting will be available after the conclusion of the

meeting, and will be notified on the NZX and ASX.

Voting Thresholds

Items of business 1 to 3 are ordinary resolutions and required to be

passed by a simple majority of the votes of those shareholders

entitled to vote and voting on the resolutions.

Questions for the Annual Meeting

If you wish to submit written questions to be considered at the

Annual Meeting, please email or post them to Elaine Campbell,

Chief Corporate Officer & General Counsel , at the following

addresses:

Elaine Campbell

Chief Corporate Officer & General Counsel

Chorus Limited

PO Box 632

Wellington 6140

Email: company.secretary@chorus.co.nz

Share Registrar

Chorus’ share registrar in New Zealand and Australia

is Computershare.

You can manage your shareholding online via the Computershare

investor centre. To change your address, update your payment

instructions and to view your investment portfolio including

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

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HYBRID MEETING
All shareholders will have the opportunity to attend and participate in the 2023 Annual Meeting either in person at Chorus’ Wellington

offices (Aon Centre, Level 10, 1 Willis Street, Wellington) or online via an internet connection (using a computer, laptop, tablet or smartphone).

The virtual meeting will be accessible on both desktop and mobile devices. Please refer to the Virtual Meeting Guide 2023

that accompanies this Proxy/Voting Form.

Lodge your proxy

Online

www.investorvote.co.nz

By Mail

Computershare Investor Services Limited

Private Bag 92119 Auckland 1142 New Zealand

For all enquiries contact

+64 9 488 8777

corporateactions@computershare.co.nz

For any assistance with the process, please contact Computershare on

+64 9 488 8777 between 8.30am-5.00pm Monday to Friday.

Signing Instructions for Postal Proxies

Individual

Where the holding is in one name, the shareholder must sign this form.

Joint Holding

At least one joint shareholder should sign this form (on behalf of all joint

shareholders). If different joint shareholders purport to appoint different proxies,

the vote of the proxy appointed by the first named joint shareholder will prevail.

Power of Attorney

If this Proxy Form has been signed under a power of attorney, a certified copy of

the power of attorney and a signed certificate of non-revocation of the power of

attorney must accompany this Proxy Form.

Companies

This Proxy Form must be signed by a duly authorised officer or attorney. Persons

who sign on behalf of a company must be acting with the company’s express or

implied authority.

Comments & Questions

If you have any comments or questions for Chorus, please write them on a

separate sheet of paper and return them with this form, or email

company.secretary@chorus.co.nz.

How to Vote on Items of Business

All your shares will be voted in accordance with your directions.

Appointment of Proxy

If you do not plan to attend the meeting, you may appoint a proxy. To do this,

enter the name of your proxy in the space allocated in ‘Step 1’ of this form.

You must name a proxy for your appointment to be valid.

Direct your proxy how to vote by marking one of the boxes opposite each item

of business. If you do not mark a box your proxy may vote as they choose. If

you appoint a Chorus director as your proxy to vote on your behalf, then any

undirected proxies granted to the director will be voted in favour of the relevant

resolutions (unless specifically prohibited from voting on a particular resolution).

If you mark more than one box on an item of business your vote will be invalid

on that item.

Appointing the Chair or any other director as your proxy

The Chair of the meeting, or any other Chorus director, is willing to act as proxy

for any shareholder who wishes to appoint her or him to vote on their behalf. To

appoint the Chair of the meeting or a director as your proxy enter ‘the Chair’ or

the name of the director you wish to appoint in the space allocated in ‘Step 1’

of this form.

If, in appointing a proxy, you have inadvertently not named someone to be your

proxy, or your named proxy does not attend the meeting, the Chair of the meeting

will be your proxy and will vote in accordance with your express direction.

Attending the Meeting Virtually

If you propose to attend the meeting online, please read the enclosed Virtual

Meeting Guide prior to the meeting. You can participate in the meeting virtually

through the web platform https://meetnow.global/nz and entering the meeting.

You will be able to view presentations, ask questions and cast your vote from your

own computer, mobile or similar device.

Your secure access information

Control Number: CSN/Shareholder Number:

PLEASE NOTE: You will need your CSN/Shareholder Number and New Zealand Postcode/Country of Residence to appoint

a proxy online.

Chorus Limited (Chorus) Annual Meeting Proxy/Voting Form

Lodge your proxy online, 24 hours a day, 7 days a week:

www.investorvote.co.nz

Scan the QR code to vote now.

Smartphone?

For your proxy to be effective it must be received by 2.00 pm (New Zealand time) Monday, 06 November 2023.

ARBN 152 485 848

Go online or turn over to complete the form

Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf

STEP 1

appointof

or failing him/herof

I/We being a shareholder/s of Chorus Limited

Signature of Shareholder(s) This section must be completed.

SIGN

Individual/Authorised officer or attorneyIndividual/Authorised officer or attorneyIndividual/Authorised officer or attorney

Shareholder 1Shareholder 2 (if applicable)Shareholder 3 (if applicable)

Contact Name Contact Daytime Telephone Date

Items of Business - Voting Instructions

STEP 2

Please note: If you do not mark a box your proxy may vote as they choose. If you appoint a Chorus director as your proxy to vote on your behalf,

then any undirected proxies granted to the director will be voted in favour of the relevant resolutions (unless specifically prohibited from voting on a

particular resolution).

Resolutions

Item 1

That Kate Jorgensen be re-elected as a Chorus director.

Item 2

That Jack Matthews be re-elected as a Chorus director.

Auditor Fees and Expenses

Item 3

That the Board of Chorus Limited be authorised to fix the fees and expenses of KPMG as auditor.

Proxy

DiscretionFor

Against

Abstain

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at Chorus’ Annual Meeting of shareholders to be

held in person at Chorus’ Wellington office and online at https://meetnow.global/nz on Wednesday, 08 November 2023 at 2:00 pm (New Zealand time) and at any

adjournment of that meeting.

ATTENDANCE SLIP

Annual Meeting of shareholders to be held

in person at Chorus’ Wellington office and online

at https://meetnow.global/nz on

Wednesday, 08 November 2023 at 2:00 pm

(New Zealand time).

If your proxy is not the Chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone

and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.

Proxy contact Details (Phone): and (Email):

---

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

participate online using your smartphone, tablet or computer.

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

webcast of the meeting, ask questions and submit your

votes in real time.

You

will need the latest version of Chrome, Safari or

Edge. Please ensure your browser is compatible.

HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS

Visit https://meetnow.global/nz

When successfully authenticated, the home screen

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

ask questions, and view meeting materials in the

documents folder. The image highlighted blue

indicates the page you have active.

The webcast will appear and begin automatically

once the meeting has started.

Voting

Resolutions will be put forward once voting is

declared open by the Chair. Once the voting has

opened, the resolution and voting options will appear.

To vote, simply select your voting direction from the

options shown on screen. You can vote for all

resolutions at once or by each resolution.

Your vote has been cast when the green tick appears.

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

Q&A

Any eligible shareholder/proxy attending the meeting

r

emotely is eligible to ask a question.

S

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

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

Navigation

Access

Access the online meeting at

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

meeting. Click 'JOIN MEETING NOW'.

If you are a shareholder:

Select 'Shareholder' on the login screen and enter

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

outside New Zealand, simply select your country

from the drop down box instead of the post code.

Accept the Terms and Conditions and click Continue.

If you are a guest:

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

be prompted to complete all the relevant fields

including title, first name, last name and email

address.

Please note, guests will not be able to ask questions

or vote at the meeting.

If you are a proxy holder:

You will receive an email invitation the day before the

meeting to access the online meeting. Click on the

link in the invitation to access the meeting.

Contact

If you have any issues accessing the website please

c

all +64 9 488 8700.

---

Chorus Limited
Level 10, 1 Willis Street

P O Box 632

Wellington

New Zealand


Email: company.secretary@chorus.co.nz



STOCK EXCHANGE ANNOUNCEMENT


4 October 2023


Notice of annual meeting, proxy/voting form and virtual meeting guide


Chorus’ notice of meeting, proxy/voting form and virtual meeting guide to be sent to

shareholders are attached. The notice of meeting, proxy/voting form and virtual

meeting guide will also be available on Chorus’ website at:


https://company.chorus.co.nz/investors/services/your-shareholding/annual-

meetings


Chorus Limited’s 2023 annual meeting of shareholders will be held as a hybrid

meeting (in-person at Chorus’ Wellington offices, and online through

Computershare’s meeting platform https://meetnow.global/nz) on Wednesday 8

November at 2pm (New Zealand time).


All shareholders will be able to participate in the meeting, vote and ask

questions. For further information regarding how to attend the Annual Meeting,

please refer to the attached Notice of Meeting and Virtual Meeting Guide.


Authorised by:


Elaine Campbell

Chief Corporate Officer & General Counsel


ENDS


For further information:


Brett Jackson

Investor Relations Manager

Mobile: +64 (27) 488 7808

Email: brett.jackson@chorus.co.nz


Steve Pettigrew

Head of External Communications

Mobile +64 (27) 258 6257

Email: Steve.Pettigrew@chorus.co.nz

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