2023 Notice of Annual meeting and Proxy form

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10.00am, Friday 3 November 2023
On behalf of the Board of directors I am pleased
to invite you to the 2023 Annual Meeting of Spark
New Zealand Limited (“Spark”), which will be held at
Spark City Conference Centre, Level 2, 167 Victoria
Street West, Auckland at 10.00 am on Friday 3
November 2023 (New Zealand time).
Shareholders are also able to attend the Annual
Meeting online via the Virtual Annual Meeting portal
at virtualmeeting.co.nz/spark2023 or by telephone
from New Zealand by dialling 0800 449 170 or from
Australia by dialling 1800 896 574. Please read the
procedural notes for further detail.
Letter from the Chair
5 October 2023
Items of Business
1. Chairperson’s Address
2. Chief Executive Officer’s Review
3. Resolution
To consider, and if thought fit, pass the following
resolution:
1. Auditor’s remuneration: That the directors
of Spark are authorised to fix the auditor’s
remuneration for the ensuing year.
The Resolution above is to be considered as
an ordinary resolution and, to be passed, require
the approval of more than 50% of the votes of
those shareholders entitled to vote and voting on
the resolution.
For more information on the resolution, please
see the Explanatory Notes below.
4. Shareholder Questions
By Order of the Board of Spark New Zealand
Limited
Justine Smyth
Chair, Spark New Zealand Limited
5 October 2023
2023
NOTICE OF ANNUAL

MEETING

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appropriate times during the meeting. Voting will be
conducted at the conclusion of the meeting. Please follow
the voting instructions provided by the call facilitator.
To participate in the Annual Meeting by telephone
in New Zealand please dial 0800 449 170 or from
Australia please dial 1800 896 574.
Shareholders attending by phone will require their
unique PIN for verification purposes. Your unique
PIN can be found at the top of the Proxy Form that
accompanies this notice. Please disregard the PIN on
your Proxy Form if you will be attending the meeting in
person or virtually via the online portal.
ADR Holders
ADR holders are able to attend the meeting online
as a registered visitor and can view the live webcast
(see further instructions below) but unfortunately are
not able to vote or ask questions via the online portal.
ADR holders are encouraged to vote via the ADR
proxy vote process facilitated by the Bank of New
York Mellon, as the ADR depositary bank, and your
securities bank/broker.
To view the webcast, go to virtualmeeting.co.nz/
spark2023.
Voting Entitlements
Only shareholders whose names are registered on
the Spark share register at 5.00 pm on Wednesday
1 November 2023 (New Zealand time) are entitled
to vote, and only shares registered in the names of
those shareholders at that time may be voted at the
Annual Meeting.
Proxy Voting
If you cannot attend the Annual Meeting and choose not
to participate by telephone or virtually via the Annual
Meeting portal, you are encouraged to appoint a proxy
to attend and vote on your behalf.
Appointing a proxy
Shareholders entitled to attend and vote at the Annual
Meeting may appoint a proxy to attend and vote on
their behalf. A body corporate that is a shareholder
may appoint a person to attend the meeting as its
representative in the same manner that it would appoint
a proxy. A proxy need not be a Spark shareholder.
The Chair of the meeting or any other director is willing
to act as proxy for any shareholder who appoints him
or her for that purpose. The Chair of the meeting and
the directors of Spark intend to vote all discretionary
proxies, for which they have authority to vote, in favour
of all of the resolutions.
If, in appointing your proxy, you do not name a person
as your proxy (either online or on your proxy form), or
your proxy does not attend the Annual Meeting, the
Chair of the meeting will be your proxy and may vote
only in accordance with your express direction.
Explanatory Notes
Resolution 1:
Fixing the remuneration of the auditor,
Deloitte
Pursuant to section 207T of the Companies Act 1993,
Deloitte is automatically reappointed at the Annual
Meeting as auditor of Spark. The proposed resolution
is to authorise the directors under section 207S of the
Companies Act 1993 to fix the remuneration of the
auditor, Deloitte, for the ensuing year.
Deloitte was first appointed as auditor in 2020.
Mr Jason Stachurski was the lead audit partner for the
financial year ending 30 June 2023.
In August 2023 the Audit and Risk Management
Committee assessed and confirmed the independence
of Deloitte after consideration of the External Audit
Independence Policy criteria.
Procedural Notes
This year shareholders may attend the Annual
Meeting either in person or virtually via an online
portal or by telephone.
Attending in Person
If you wish to vote in person, you should attend the
Annual Meeting where you will be issued with a
voting card. Please bring your proxy form with you to
the meeting (enclosed with this notice) to assist with
your registration.
Online Participation
Shareholders may also attend the Annual Meeting
virtually via an online portal, where they can watch
the Annual Meeting, vote and ask questions during
the Annual Meeting. Shareholders attending virtually
will require their Holder Number for verification
purposes. Shareholders attending virtually will be
able to ask questions during the Annual Meeting via
the ‘Ask a Question’ functionality or via telephone.
Spark’s virtual Annual Meeting portal can be found at
virtualmeeting.co.nz/spark2023. If you require any help
using the online portal prior to or during the annual
meeting, from New Zealand please dial 0800 200 220
or from Australia please dial 1800 990 363. A user
guide can be found under the Annual Meeting section
of our website at investors.sparknz.co.nz.
Telephone Participation
Shareholders who participate by phone will be able
to hear the meeting, ask questions and vote at the

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A proxy is able to vote on motions from the floor and/
or any resolutions put before the meeting to amend
the resolutions stated in this notice.
Shareholders can appoint a proxy by completing the
enclosed proxy form and returning it to Link Market
Services Limited by email or mail as set out in the
proxy form.
Online proxy voting
Alternatively, shareholders can elect to lodge
their proxy appointment online by visiting vote.
linkmarketservices.com/SPK.
Holders on the New Zealand register will be required
to enter their Holder Number and Authorisation Code
(FIN) to complete the online validation process to
securely appoint a proxy online.
Holders on the Australian register will be required to
enter their Holder Number and postcode or country of
residence to complete the online validation process to
securely appoint a proxy online.
All online or postal proxy appointments must be
received by Link Market Services Limited via mail
or email no later than 10.00 am on Wednesday 1
November 2023 (New Zealand time).
Shareholder Questions
We want to make it as easy as possible for
shareholders to ask questions at the Annual Meeting.
Shareholders present at the Annual Meeting or
attending virtually via the online portal or by telephone
will have the opportunity to ask questions during the
Annual Meeting.
Shareholders who cannot attend the
Annual Meeting
If you cannot attend the Annual Meeting but
would like to ask a question you can submit a
question by completing the shareholder question
section on the Proxy Form and returning it to Link
Market Services Limited, or online by going to
vote.linkmarketservices.com/SPK. After completing
the online validation process choose “Questions”.
Shareholder questions will need to be submitted by
5.00 pm Friday 27 October 2023 (New Zealand Time).
Online Questions
Shareholders attending the online annual meeting will
be able to submit questions via the “Ask a Question”
functionality in the online portal. Questions can be
submitted via the online portal 30 minutes before
the meeting begins or at any time during the Annual
Meeting. We encourage shareholders to submit
questions as early as possible to ensure that as many
questions as possible are received and addressed at
the appropriate time during the meeting.
Please note in order to “Ask a Question” via the
online portal shareholders must have completed
the registration process to vote in order to validate
themselves as a shareholder and make the “Ask a
Question” functionality available.

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Telephone Questions
Shareholders are also able to ask questions by telephone.
This is a great option for shareholders who may be less
confident navigating a computer or may find typing a
question challenging. Asking a question by telephone
also allows the opportunity for follow up questions to
be asked in real-time. To ask a question by telephone
in New Zealand please dial 0800 449 170 or from
Australia please dial 1800 896 574. We recommend
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Victoria Park
Spark City
Conference Centre
Venue & Parking
Spark’s Annual Meeting will be held at:
Spark City Conference Centre, Level 2, 167 Victoria
Street West, Auckland, New Zealand
Parking around Spark City
Auckland’s CBD is well served by rail and bus services.
There are a number of buses that stop outside Spark’s
building on Victoria Street West. For full route, timetable
and fare information call Auckland Transport Contact
Centre on 09 366 6400 or 0800 103 080. Or visit AT
online at at.govt.nz/bus-train-ferry
shareholders wanting to ask questions by telephone dial
into the Annual Meeting as early as possible. To queue
for a question please dial *1. The operator will announce
your name and invite you to ask your question at the
appropriate time during the meeting.
Webcast
The Annual Meeting will be webcast live on the internet.
To view the webcast, go to virtualmeeting.co.nz/spark2023.

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The Annual Meeting of Spark New Zealand Limited (“Spark”) will be held in the Spark City Conference Centre, Level 2, 167 Victoria Street
West, Auckland at 10am on Friday 3 November 2023 (New Zealand time).
Shareholders can attend the Annual Meeting online via the Virtual Meeting portal at virtualmeeting.co.nz/spark2023. Alternatively, share-
holders can attend by telephone from New Zealand by dialling 0800 449 170 or from Australia by dialling 1800 896 574. If you are attend-
ing online, you will require your Holder Number for verification purposes. If you are attending by telephone, you will require your unique PIN
that can be found at the top of the Proxy Form. Please dial-in at least five minutes prior to the start time.
Shareholders who appoint a proxy to vote on their behalf can still attend the Annual Meeting via the Virtual Meeting portal, although those
shareholders will be unable to vote if a proxy is so appointed.
For your proxy to be effective it must be received by Link Market Services Limited by 10am on Wednesday 1 November 2023 (New Zealand time).
Go online to vote.linkmarketservices.com/SPK to appoint and give directions to your proxy or turn over to
complete the form.
Appointment of proxy
If you do not plan to attend the Annual Meeting in person, partici-
pate by telephone or online via the Virtual Meeting portal, you are
encouraged to appoint a proxy to attend and vote on your behalf.
The Chair of the meeting or any other director of Spark is willing to
act as proxy for any shareholder who appoints him or her for that
purpose. If, in appointing your proxy, you do not name a person
as your proxy (either online or on this Proxy Form), the Chair of
the meeting will be your proxy and may vote only in accordance
with your express direction, and any undirected votes will (subject
to restrictions (if any) set out in the NZX Listing Rules) be voted in
accordance with the Chair’s discretion.
Voting of your holding
Direct your proxy vote by making the appropriate election, either
online or on this Proxy Form, in respect of each item of business. If
you do not make an election in respect of a resolution, your proxy
may vote as they choose provided they are not prohibited from vot-
ing on that resolution. If you make more than one election in respect
of a resolution, your vote will be invalid on that resolution. A proxy
is able to vote on motions from the floor and/or any resolutions put
before the meeting to amend the resolutions stated in the notice.
The Chair of the meeting and the directors of Spark intend to vote
all discretionary proxies, for which they have authority to vote, in
favour of the resolutions.
No shareholders are prohibited from voting on the resolutions and
all shareholders will vote together as one class.
Signing instructions for Proxy Forms
Individual
Where the holding is in one name, the security holder must sign.
Joint holding
Where the holding is in more than one name, either of the joint
shareholders (or the duly authorised attorney) may sign.
Power of Attorney
If this Proxy Form has been signed by an attorney, a copy of the
power of attorney under which it was signed (if not previously
provided to Link Market Services), and a signed certificate of non-
revocation of the power of attorney must accompany this Proxy Form.
Company
If this Proxy Form is completed for a company it must be signed
by a duly authorised officer or attorney. Persons who sign on
behalf of a company must be acting with the company’s express
or implied authority.
Attending the meeting
If you wish to vote in person, you should attend the Annual Meeting.
Please bring this Proxy Form with you to the Annual meeting to assist
with your registration.
A corporation may appoint a person to attend the Annual Meeting
as its representative in the same manner as that in which it could
appoint a proxy.
General Enquiries
0800 737 100 (within NZ) | 1300 554 474 (within AU)
+64 9 375 5998 (international) | sparknz@linkmarketservices.com
Scan this QR code
with your smartphone
and vote online
Unique PIN
(for telephone attendance
0800 449 170)
SPA7051
Spark New Zealand Limited, ARBN 050 611 277
Proxy Form for the 2023 Annual Meeting
Proxy Form 2023
Online
vote.linkmarketservices.com/SPK
Scan & Email
meetings@linkmarketservices.co.nz
Mail
Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand

Step 3: Shareholder Questions
Shareholders present at the Annual Meeting (either in person or by telephone or online via the Virtual Meeting portal) will have the
opportunity to ask questions during the Annual Meeting. If you cannot attend the Annual Meeting and choose not to participate by
telephone or online via the Virtual Meeting portal but would like to ask a question, you can submit a question online by going to
vote.linkmarketservices.com/SPK and completing the online validation process or by completing the question section below and returning
it to Link Market Services. Shareholder questions will need to be submitted by 5pm on Friday 27 October 2023 (New Zealand time). The
Board will address and answer questions at the Annual Meeting.
Question:
Step 1: Appoint a proxy to vote on your behalf
I/We being a shareholder/s of Spark

hereby appoint ______________________________ of _________________________ email address: ______________________________________

or failing him/her ____________________________ of _________________________ email address: ______________________________________
as my/our proxy to act generally at the Annual Meeting on my/our behalf and to vote in accordance with the following directions (or if no
directions have been given, the proxy will vote as he/she sees fit, subject to any applicable restrictions in the NZX Listing Rules) at the Annual
Meeting of Spark to be held in the Spark City Conference Centre, Level 2, 167 Victoria Street West, Auckland at 10am on Friday 3 November
2023 (New Zealand time), and, simultaneously, to be held virtually via telephone and the Virtual Meeting portal and at any adjournment of
that meeting. If you wish, you may appoint as your proxy ‘The Chair of the Meeting’ or any other director of Spark.
Spark New Zealand Limited, ARBN 050 611 277
Proxy/Corporate
Representative Form
Sign: Signature of security holder(s) This section must be completed.
Security holder 1 Security holder 2 Security holder 3

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name
Contact Daytime Telephone Date
Electronic Investor Communications:
If you received the Notice of Meeting & Proxy Form by mail and wish to receive your future investor communications by email please provide
your email address below.
ResolutionForAgainst
Proxy
DiscretionAbstain
Item 1
That the directors of Spark are authorised to fix the auditor’s remuneration.
Step 2: Resolutions – Proxy voting instructions
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on that resolution and your
votes will not be counted in computing the required majority.
And to vote on any resolutions to amend any resolution, on any resolution so amended, and on any other resolution proposed at the
meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy may vote as he/she thinks fit or abstain from voting
on each resolution. The proxy is appointed only in respect of the Annual Meeting or any adjournment thereof.