Notice of meeting, proxy form & virtual meeting guide

Chorus Limited
Level 10, 1 Willis Street
P O Box 632
Wellington
New Zealand

Email: company.secretary@chorus.co.nz


STOCK EXCHANGE ANNOUNCEMENT

25 September 2024

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 2024 annual meeting of shareholders will be held as a virtual
meeting online through Computershare’s meeting platform
https://meetnow.global/nz) on Thursday 24 October 2024 at 10am (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:

Kristel McMeekin
General Counsel

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

Vicki Gan
Media and Content Manager
Mobile: +64 (22) 075 0159
Email: vicki.gan@chorus.co.nz

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Notice of Annual Meeting 2024
Where
Online:
via Computershare’s online
meeting platform:

https://meetnow.global/nz
When
Thursday
24 October 2024
commencing at 10am
(New Zealand time)
Chorus Limited’s 2024 Annual Meeting of shareholders
will be held as a virtual meeting (online).
Important dates
All times are given in New Zealand time unless otherwise
specified.
22 October 2024, 10am
Latest time for receipt of Proxy Forms
22 October 2024, 5pm
Record date for voting entitlements for the Annual Meeting
24 October 2024, 10am
Annual Meeting
Auditor Fees and Expenses
4. That the Board be authorised to fix the fees and
expenses of KPMG as auditor.
See Explanatory Note 3.
By order of the Board
Kristel McMeekin
General Counsel
25 September 2024
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 Miriam Dean be re-elected as a Chorus director.
2. That Mr Neal Barclay be elected as a Chorus director.
See Explanatory Note 1.
Director remuneration
3. That the maximum aggregate remuneration able to be
paid to all directors (in their capacity as directors) be
increased by $195,958 (17%) from $1,169,042 to
$1,365,000 per annum.
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
2024

Notice of Annual Meeting 2024
Attending the Annual Meeting
- instructions
Miriam Dean CNZM, KC
Joined: 27 October 2021
Last elected: 2021 Annual Meeting
Status: Independent.
Chorus role: Non-executive director / member of
People, Performance and Culture Committee.
Experience: 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 and in leading various government
and private sector inquiries and reviews.
Previous roles: Director – Crown Infrastructure
Partners; Chair – NZ on Air; Deputy chair – Auckland
Council Investments; Deputy chair – Commerce
Commission.
Current roles outside Chorus: Director –
Rau Paenga (Crown Infrastructure Delivery); Chair –
Banking Ombudsman Scheme; Deputy chair –
Real Estate Institute of New Zealand; Member of
several government-related advisory boards.
Neal Barclay BCA, Chartered Accountant
Joined: 26 August 2024
Status: Independent.
Chorus role: Non-executive director / member of
Audit and Risk Management Committee.
Experience: Neal has extensive executive experience
in the electricity and telecommunications industries
in New Zealand.
Previous roles:
Chief Financial Officer, GM of
Generation and Development and GM of Retail at
Meridian Energy. Neal spent 13 years at Telecom New
Zealand in a number of senior finance leadership roles.
Current roles outside Chorus: Neal is Chief Executive
(CE) of Meridian Energy, a position he has held since
January 2018. Meridian Energy is New Zealand’s
largest electricity retailer and generator and has a
market capitalisation amongst the top two or three
NZX listed companies.
Shareholders can attend the meeting 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 5pm 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.
Shareholders can still 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/Shareholder Number,
which can be found on their proxy and postal voting form,
for verification purposes.

Notice of Annual Meeting 2024
Explanatory Notes
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, Miriam Dean, who was last elected at the 2021
Annual Meeting, is retiring from office at this year’s Annual
Meeting and offers herself for re-election.
Ms Dean is standing with the full support of the Board. The
Board unanimously recommends that shareholders vote in
favour of her re-election. The Board has determined that
Ms Dean is an independent director.
In addition, Neal Barclay was appointed as a director by the
Board effective as at 26 August 2024. The NZX Listing Rules
provide that a director appointed by the Board during the
year must not hold office (without election) past the next
annual meeting following the director’s appointment.
The Board fully supports Mr Barclay’s appointment and
unanimously recommends that shareholders vote in favour
of his election.
The Board has determined that Mr Barclay is an
independent director.
A biographical background of each director standing for
re-election and election is set out on the previous page.
Explanatory Note 2: Director remuneration
This resolution proposes an increase in the total fee pool
available for directors fees. No increases in any directors
fees are proposed for this financial year.
The director fee pool was last increased in 2019, when
shareholders approved a 1.7% increase to $1,169,042
The Board engaged PwC this year to undertake an
independent market benchmarking of Chorus’ fee pool
and non-executive director fees against comparable
companies in New Zealand. The purpose of the review was
to assess whether Chorus’ remuneration practices remain
consistent with market trends and Chorus’ objective of
attracting and retaining high calibre individuals as directors.
The peer group used in PwC’s benchmarking process
included 13 NZX listed companies with comparable market
capitalisation to Chorus (being six bigger and seven
smaller by market capitalisation, including a mixture of
energy, infrastructure and information communications
technology sector companies).
PwC was also asked to provide comparative information
using enterprise value data. Chorus’ fee pool was found
to be below the comparator median in both cases with
median fee pools of $1,500,000 for the enterprise value
comparator group (calculated in May 2024) and $1,365,000
for the market capitalisation comparator group (calculated
in September 2024). A summary of the PwC benchmarking
report can be found at https://company.chorus.co.nz/
investors/services/your-shareholding/annual-meetings
The current fees are set out on page 86 of Chorus’ 2024
Annual Report available at https://company.chorus.
co.nz/investors/financial-reports/financial-results-
presentations/2024-full-year-financial-results
The proposed 17% increase in the fee pool from $1,169,042
to $1,365,000 per annum brings the fee pool up to the
median of Chorus’ peer comparator group (based on
market capitalisation) according to the PWC benchmarking
analysis. The proposed increase represents an annualised
increase of 3.1% since the last fee pool revision. The
increased fee pool provides headroom which could be
used to:
—Provide sufficient flexibility for additional Board
and committee work including special projects and
situations. While the Board is not proposing to increase
individual director fees in FY25, it is conscious of ever-
increasing regulatory and compliance obligations (for
example, the new climate-related disclosures regime).
—Allow for future director succession planning and
potential director overlap as new directors are recruited
from New Zealand or internationally. The current
intention is to maintain the number of directors at seven
but the usual practice is to overlap new with outgoing
directors for a period.
—Allow for modest wage inflation-level increases on
an as required basis in the periods between external
benchmarking reviews (every three or so years to calibrate
the fee pool and individual director fees to the market).
In accordance with the NZX Listing Rules, Chorus directors
and their associated persons (as defined in the NZX Listing
Rules) are not permitted to vote on the director
remuneration resolution, except where appointed as a
proxy for a shareholder who is entitled to vote and the
proxy is directed how to vote.
Explanatory Note 3: 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.
Procedural Notes
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 5pm on Tuesday, 22 October 2024.
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 10am on Tuesday,
22 October 2024) on the website of Chorus’ share
registry, Computershare Investor Services Limited at:
www.investorvote.co.nz

ARBN 152 485 848
2. At the Annual Meeting:
If you wish, you can vote at the Annual Meeting 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 10am on Tuesday 22
October 2024. 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
(except Resolution 3: Director Remuneration. For that
resolution, you must provide an express voting direction).
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.
The Directors and their ‘associated persons’ are disqualified
from voting on Resolution 3: Director remuneration.
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 5pm on 22 October 2024, your shareholding is
different from that shown on the Proxy/Voting Form, it will
be updated by Chorus’ share registry, Computershare
Investor Services Limited.
Method of voting
Voting on all resolutions put before the Annual Meeting will
be by poll. Results of the voting will be available after the
conclusion of the meeting, and will be notified on the NZX
and ASX.
Voting Thresholds
Items of business 1 to 4 are ordinary resolutions and required
to be passed by a simple majority of the votes of those
shareholders entitled to vote and voting on the resolutions.
Questions for the Annual Meeting
Any eligible Shareholder/proxy attending virtually can ask
questions via the Computershare meeting platform (refer to
the Virtual Meeting Guide for more information).
If you wish to submit written questions prior to the Annual
Meeting to be considered at the Annual Meeting, please
email or post them to Kristel McMeekin, General Counsel ,
at the following addresses:
Kristel McMeekin
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
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.
Procedural Notes continued

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VIRTUAL MEETING
All shareholders will have the opportunity to attend and participate in the
2024 Annual Meeting which will be held as a virtual meeting only. The virtual meeting will be accessible on both desktop and mobile devices.
Please refer to the Virtual Meeting Guide 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
You will be able to view presentations, ask questions and cast your vote from your
own computer, mobile or similar device.
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.
The Directors and their ‘associated persons’ are disqualified from voting
on Resolution 3: Director remuneration.
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 access the meeting through
https://meetnow.global/nz.
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and New Zealand Postcode/Country of Residence to appoint
a proxy online.
Chorus Limited (Chorus) Annual Meeting Proxy/Voting Form
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 10.00 am (New Zealand time) Tuesday, 22 October 2024.
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
Election and re-election of Directors
Item 1
That Ms Miriam Dean be re-elected as a Chorus director.
Item 2
That Mr Neal Barclay be elected as a Chorus director.
Director remuneration
Item 3
That the maximum aggregate remuneration able to be paid to all directors (in their capacity as
directors) be increased by $195,958 (17%) from $1,169,042 to $1,365,000 per annum.
Auditor Fees and Expenses
Item 4
That the Board 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 online at https://meetnow.global/nz on Thursday, 24 October 2024 at 10.00 am (New Zealand time) and at any adjournment of that meeting.
If your proxy is not the Chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone
and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):

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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You
will need the latest 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.