2024 Notice of Annual Meeting and Proxy form

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LETTER FROM THE CHAIR
3 October 2024
On behalf of the Board of directors I am pleased to
invite you to the 2024 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 1 November 2024
(New Zealand time).
Shareholders are also able to attend the Annual Meeting
online via the Virtual Meeting portal at virtualmeeting.
co.nz/spark2024 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.
Items of Business
1. Chairperson’s Address
2. Chief Executive Officer’s Review
3. Resolutions
To consider, and if thought fit, pass the
following resolutions:
1. Auditor’s remuneration: That the directors
of Spark are authorised to fix the auditor’s
remuneration for the ensuing year.
NOTICE OF
2024
ANNUALMEETING
10.00 am, Friday 1 November 2024
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 2024.
In August 2024 the Audit and Risk Management Committee
assessed and confirmed the independence of Deloitte
after consideration of the External Audit Independence
Policy criteria.
2. Re-election of David Havercroft: That Mr
David Havercroft, who retires by rotation and
is eligible for re-election, is re-elected as a
director of Spark.
3. Re-election of Lisa Nelson: That Ms Lisa
Nelson, appointed as a director of Spark by
the Board with effect from 8 May 2024 who
retires and is eligible for re-election, is re-
elected as a director of Spark.
4. Re-election of Warwick Bray: That Mr
Warwick Bray, who retires by rotation and
is eligible for re-election, is re-elected as a
director of Spark.
The Resolutions above are to be considered as ordinary
resolutions and, to be passed, require the approval of
more than 50% of the votes of those shareholders entitled
to vote and voting on the resolutions.
For more information on the resolutions, please see the
Explanatory Notes below.
5. Shareholder Questions
By Order of the Board of Spark New Zealand Limited
Justine Smyth, CNZM
Chair, Spark New
Zealand Limited
3 October 2024

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Resolution 2: Rotation and re-election of Mr David Havercroft
Re-election of Mr David Havercroft: That Mr David Havercroft (appointed as a director of Spark
by the Board with effect from1 October 2021) who retires and is eligible for re-election, is re-
elected as a director of Spark.
Non-executive director Mr David Havercroft retires by rotation pursuant to NZX Listing Rule
2.7.1 and offers himself for re-election. The Board has considered the independence of Mr
David Havercroft. Given it has now been more than three years since Mr David Havercroft has
had a contractual relationship with Spark, other than as a director, the Board has determined
that he is now considered to be independent.
Term of Office: Appointed 1 October 2021 and last re-elected at the 2021 Annual Meeting.
Board Committees: Member Human Resources and Compensation Committee, and
Nominations and Corporate Governance Committees.
Biography: David joined the Board in October 2021, bringing skills and experience from a
career in the technology industry that has spanned more than 35 years. He held a number of
leadership roles at Spark New Zealand from 2009-2017, including Chief Operating Officer and Chief Technology Officer. Prior
to this he held executive and management positions in IBM Asia Pacific, Cable & Wireless, and BT. David is currently a director of
Westpac New Zealand, and was formerly a director of Kordia, Connect 8, Southern Cross Cable Network and Kiwi Wealth.
Resolution 3: Re-election of Ms Lisa Nelson
Under NZX Listing Rule 2.7.1 a Director appointed by the Board must not hold office (without
re-election) past the next annual meeting following the Director’s appointment. Ms Lisa Nelson
has been appointed as a non-executive director with effect from 8 May 2024. Ms Lisa Nelson
accordingly retires and offers herself for re-election at the 2024 Annual Meeting. Ms Lisa
Nelson is considered by the Board to be independent.
Term of Office: Appointed with effect from 8 May 2024.
Board Committees: Member of the Human Resources and Compensation Committee, Audit
and Risk Management Committee Nominations and Corporate Governance Committees.
Biography: Lisa joined the Spark board in May 2024.  She is an accomplished finance and
business development executive with 25 years of global operating experience across the
financial services, software and technology industries. Lisa most recently served as Managing
Director of M12, Microsoft’s venture fund, which she co-founded. Prior to that, she held
various executive roles at Microsoft spanning business development, investor relations,
strategy, financial reporting, and accounting. Lisa’s current governance appointments include Destiny Tech100 Inc, Seattle
Bank, and Banqer Limited, a New Zealand-based edtech startup. She is also a former director of Astra Space Inc. Lisa’s advisory
roles include several early-stage tech startups and ventures funds, including Movac in New Zealand. Lisa is based in Seattle,
Washington, and is a certified public accountant licenced in the State of Washington and a Qualified Financial Expert in
accordance with US Securities and Exchange Commission standards. 
Resolution 4: Rotation and re-election of Mr Warwick Bray
Re-election of Mr Warwick Bray: That Mr Warwick Bray (appointed as a director of Spark by
the Board with effect from 23 September 2019) who retires and is eligible for re-election, is re-
elected as a director of Spark.
Non-executive director Mr Warwick Bray retires by rotation pursuant to NZX Listing Rule
2.7.1 and offers himself for re-election. Mr Warwick Bray is considered by the Board to
be independent.
Term of Office: Appointed 23 September 2019 and last re-elected at the 2022 Annual Meeting.
Board Committees: Member Audit and Risk Management Committee, and Nominations and
Corporate Governance Committees.
Biography: Warwick joined the Board in September 2019. He brings over four decades of
experience in the international telecommunications, technology, and media sectors, most
recently in senior executive roles at Telstra. During his nine years at Telstra up until 2018, Mr
Bray’s executive roles comprised Chief Financial Officer, Group Managing Director Product,
Executive Director Mobile and Head of Corporate Strategy. Earlier in his career, he was
a Managing Director at JP Morgan (London) and Dresdner Kleinwort Wasserstein (London) in telecommunications equity
research. He also worked at McKinsey & Company in Europe, advising telecommunications companies on strategy, regulation,
and operational improvement, and as a network systems engineer at Hewlett Packard. Mr Bray has served on the GSMA strategy
committee, the boards of Hong Kong mobile business CSL and Australian pay TV operator Foxtel, and as Chairman of the
Australian Mobile Telecommunications Association. He is currently a director with Woolworths Group. He holds a Bachelor of
Science (Hons) and a Masters in Business Administration from the University of Melbourne.

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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/spark2024. If you require
any help using the online portal prior to our during the
annual meeting, from New Zealand please dial 0800 200
220 or from Australia please dial 1800 990 363. A user
guide can be found under the Annual Meeting section of
our website at investors.sparknz.co.nz.
Telephone Participation
Shareholders who participate by phone will be able to hear
the meeting, ask questions and vote at the appropriate
times during the meeting. Voting will be conducted at
the conclusion of the meeting. Please follow the voting
instructions provided by the call facilitator.
To participate in the Annual Meeting by telephone in New
Zealand please dial 0800 449 170 or from Australia please
dial 1800 896 574.
Shareholders attending by phone will require their unique
PIN for verification purposes. Your unique PIN can be
found at the top of the Proxy Form that accompanies this
notice. Please disregard the PIN on your Proxy Form if you
will be attending the meeting in person or virtually via the
online portal.
ADR Holders
ADR holders are able to attend the meeting online as
a registered visitor and can view the live webcast (see
further instructions below) but unfortunately are not able
to vote or ask questions via the online portal. ADR holders
are encouraged to vote via the ADR proxy vote process
facilitated by the Bank of New York Mellon, as the ADR
depositary bank, and your securities bank/broker.
To view the webcast, go to
virtualmeeting.co.nz/spark2024.
Voting Entitlements
Only shareholders whose names are registered on the
Spark share register at 5.00 pm on Wednesday 30 October
2024 (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.
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 MUFG Corporate
Markets (formerly 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 MUFG Corporate Markets (formerly Link Market Services
Limited) via mail or email no later than 10.00 am on
Wednesday 30 October 2024 (New Zealand time).

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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 MUFG Corporate Markets (formerly 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 25
October 2024 (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.
Telephone Questions
Shareholders are also able to ask questions by telephone.
This is a great option for shareholders who may be less
confident navigating a computer or may find typing a
question challenging. Asking a question by telephone
also allows the opportunity for follow up questions to be
asked in real-time. To ask a question by telephone in New
Zealand please dial 0800 449 170 or from Australia please
dial 1800 896 574. We recommend shareholders wanting
to ask questions by telephone dial into the Annual Meeting
as early as possible. To queue for a question please dial
*1. The operator will announce your name and invite
you to ask your question at the appropriate time during
the meeting.
Webcast
The Annual Meeting will be webcast live on the internet. To
view the webcast, go to virtualmeeting.co.nz/spark2024.
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
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Spark New Zealand Limited, ARBN 050 611 277
Proxy Form for the 2024 Annual Meeting
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 1 November 2024 (New Zealand time).
Shareholders can attend the Annual Meeting online via the Virtual Meeting portal at virtualmeeting.co.nz/spark2024.
Alternatively, shareholders can attend by telephone from New Zealand by dialling 0800 449 170 or from Australia by
dialling 1800 896 574. If you are attending online, you will require your Holder Number for verification purposes. If you are
attending by telephone, you will require your unique PIN that can be found at the top of the Proxy Form. Please dial-in at
least five minutes prior to the start time.
Shareholders who appoint a proxy to vote on their behalf can still attend the Annual Meeting via the Virtual Meeting portal,
although those shareholders will be unable to vote if a proxy is so appointed.
For your proxy to be effective it must be received by MUFG Corporate Markets (formerly Link Market Services Limited) by
10am on 30 October 2024 (New Zealand time).
Appointment of proxy
If you do not plan to attend the Annual Meeting in person,
participate by telephone or online via the Virtual Meeting
portal, you are encouraged to appoint a proxy to attend
and vote on your behalf. The Chair of the meeting or any
other director of Spark is willing to act as proxy for any
shareholder who appoints him or her for that purpose. If, in
appointing your proxy, you do not name a person as your
proxy (either online or on this Proxy Form), the Chair of the
meeting will be your proxy and may vote only in accordance
with your express direction, and any undirected votes will
(subject to restrictions (if any) set out in the NZX Listing
Rules) be voted in accordance with the Chair’s discretion.
Voting of your holding
Direct your proxy vote by making the appropriate election,
either online or on this Proxy Form, in respect of each item
of business. If you do not make an election in respect of a
resolution, your proxy may vote as they choose provided
they are not prohibited from voting on that resolution. If you
make more than one election in respect of a resolution, your
vote will be invalid on that resolution. A proxy is able to vote
on motions from the floor and/or any resolutions put before
the meeting to amend the resolutions stated in the notice.
The Chair of the meeting and the directors of Spark intend
to vote all discretionary proxies, for which they have
authority to vote, in favour of the resolutions.
No shareholders are prohibited from voting on 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 MUFG Corporate Markets (formerly
Link Market Services Limited), and a signed certificate of
non-revocation of the power of attorney must accompany
this Proxy Form.
Company
If this Proxy Form is completed for a company it must be
signed by a duly authorised officer or attorney. Persons
who sign on behalf of a company must be acting with the
company’s express or implied authority.
Attending the meeting
If you wish to vote in person, you should attend the Annual
Meeting. Please bring this Proxy Form with you to the
Annual meeting to assist with your registration.
A corporation may appoint a person to attend the Annual
Meeting as its representative in the same manner as that in
which it could appoint a proxy.
Go online to vote.linkmarketservices.com/SPK to appoint and give directions to your proxy or
turn over to complete the form.
Proxy Form 2024
Online
vote.linkmarketservices.com/SPK
Scan & Email
meetings@linkmarketservices.com
Mail
MUFG Pension & Market Services
PO Box 91976
Auckland 1142
New Zealand
Scan this QR code with your
smartphone and vote online
Unique PIN (for
telephone attendance)
NZ: 0800 449 170
AU: 1800 896 574
General Enquiries
0800 737 100 (within NZ) | 1300 554 474 (within AU) |
+64 9 375 5998 (international) | sparknz@linkmarketservices.com

Spark New Zealand Limited, ARBN 050 611 277
Proxy/Corporate Representative Form
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 1 November 2024 (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.
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.
Resolutions
Item 1 That the directors of Spark are authorised to fix the auditor’s remuneration.
Item 2 That Mr David Havercroft is re-elected as a director of Spark.
Item 3 That Ms Lisa Nelson is re-elected as a director of Spark.
Item 4 That Mr Warwick Bray is re-elected as a director of Spark.
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 MUFG Corporate Services (formerly Link Market Services).
Shareholder questions will need to be submitted by 5 pm on Friday 25 October 2024 (New Zealand time). The Board will
address and answer questions at the Annual Meeting..
Question:
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.
For
Against
Proxy
Discretion
Abstain