Chorus lodges product disclosure statement - Capital Notes

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

Email: company.secretary@chorus.co.nz




STOCK EXCHANGE ANNOUNCEMENT

9 May 2025


Chorus lodges product disclosure statement for Capital Notes offer

Chorus Limited (Chorus) lodged a product disclosure statement (PDS) today for an offer of up
to NZ$170 million of unsecured, subordinated, redeemable, cumulative, interest-bearing
capital notes (Capital Notes) to investors in New Zealand (Offer).
The Capital Notes will have a 31 year term, maturing on 3 June 2056, but may be redeemed
early in certain circumstances from 3 March 2031, or earlier for tax or rating agency reasons.
The Interest Rate will be fixed for an initial period of 6 years, after which it will be reset on
each Reset Date (6 years after the issue date and every 5 years after that), unless redeemed
earlier by Chorus. Chorus may, in its absolute discretion, defer any payment of interest on the
Capital Notes for up to 5 years.
The Capital Notes are expected to be assigned a credit rating of BB+ by S&P Global Ratings
(S&P), which is two notches below S&P’s issuer credit rating for Chorus reflecting their
subordination and the potential for interest payments to be deferred. The Capital Notes are
expected to be assigned a credit rating of Baa3 by Moody’s Investors Service, Inc (Moody’s).
This is one notch below Moody’s issuer credit rating for Chorus.
The Offer is expected to open on 19 May 2025, and the indicative Initial Margin range and the
Minimum Initial Interest Rate will be announced on the same date. The Offer is expected to
close on 22 May 2025, and the Initial Margin and the initial Interest Rate will be announced on
the same date. The Capital Notes are expected to be issued on 3 June 2025 and quoted on the
NZX Debt Market on 4 June 2025.
Details of the Offer and the Capital Notes are contained in the PDS, which is attached and
available on the Disclose register at www.disclose-register.companiesoffice.govt.nz (offer
number OFR13938) or by contacting a Joint Lead Manager or your usual financial adviser, and
must be obtained by investors before they decide to acquire any Capital Notes.
There is no public pool for the Offer, with all the Capital Notes being reserved for clients of the
Joint Lead Managers, NZX participants and other approved financial intermediaries.
Investors can register their interest by contacting any of the Joint Lead Managers (as detailed
below) or their usual financial advice provider.
This Offer is being made in accordance with the Financial Markets Conduct Act 2013.
The investor presentation and indicative terms sheet for the Capital Notes are also attached.

Arranger and Joint Lead Manager
Forsyth Barr Limited: 0800 367 227
Joint Lead Manager
Bank of New Zealand: 09 924 9602

Authorised by:
Drew Davies
Chief Operating 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

Nathan Beaumont
Head of Corporate Relations
Phone: +64 (4) 896 4352
Email. Nathan.Beaumont@chorus.co.nz

---

Product Disclosure
Statement
This document gives you important information about this investment to help
you decide whether you want to invest. There is other useful information about
this offer on www.disclose-register.companiesoffice.govt.nz.
Chorus Limited has prepared this document in accordance with the Financial
Markets Conduct Act 2013. You can also seek advice from a financial adviser to
help you make an investment decision.
OFFER OF
31 year unsecured, subordinated,
redeemable, cumulative,
interest-bearing capital notes
DATE
9 May 2025
ISSUED BY
Chorus Limited
JOINT LEAD MANAGERS

1. Key information summary
What is this?
This is an offer (Offer) of unsecured, subordinated, redeemable,
cumulative, interest-bearing capital notes (Capital Notes). The Capital
Notes are debt securities issued by Chorus Limited (Chorus). You give
Chorus money, and in return Chorus promises to pay you interest and
repay the money at the end of the term. If Chorus runs into financial
trouble, you might lose some or all of the money you invested.
About the Chorus Group
Chorus and the companies it owns make up the Chorus Group.
Chorus is New Zealand’s largest fixed line telecommunications
network operator providing wholesale telecommunications services
to broadband retailers. The Chorus Group’s fibre network offers
individuals, communities, and businesses access to high-speed,
reliable, and world-class fibre broadband. Chorus is listed on the
NZX Main Board and ASX and, as at the date of this PDS, has a market
capitalisation of approximately $3.6 billion.
Purpose of this Offer
The proceeds of this Offer are expected to finance the repayment and
redemption of Crown Funding Securities due 30 June 2025. See also
section 4 of this PDS (Purpose of the Offer).
Key terms of the Offer
IssuerChorus Limited.
Description of the
Capital Notes
Unsecured, subordinated, redeemable, cumulative, interest-bearing debt securities.
Te rm31 years, maturing on the Maturity Date (3 June 2056) if not redeemed before that date.
Offer amountUp to $170 million.
Interest RateThe Interest Rate will be fixed for an initial period of six years, after which it will be reset on each Reset Date (if the
Capital Notes are not redeemed prior).
The Interest Rate from the Issue Date until the First Reset Date (3 June 2031) will be the greater of:
• the sum of the 6 Year Benchmark Rate on the Rate Set Date (22 May 2025) plus the Initial Margin; and
• the Minimum Initial Interest Rate.
The initial Interest Rate and the Initial Margin will be determined by Chorus in conjunction with the Joint Lead
Managers following the Bookbuild and will be announced by Chorus via NZX on or about the Rate Set Date.
If not redeemed prior, the Interest Rate to apply from the First Reset Date, and each subsequent Reset Date up to
but excluding the next Reset Date will be the sum of the 5 Year Benchmark Rate on the relevant Reset Date plus the
Applicable Margin.
The Applicable Margin means:
• from (and including) the First Reset Date to (but excluding) the First Step-up Date (3 June 2036), the Initial
Margin;
• from (and including) the First Step-up Date to (but excluding) the Second Step-up Date (3 June 2051), the
Initial Margin plus 0.25% per annum; and
• from (and including) the Second Step-up Date, the Initial Margin plus 1.00% per annum.
If not redeemed prior, when the Interest Rate is reset on a Reset Date, the new Interest Rate will be announced by
Chorus via NZX on or about the relevant Reset Date.
See section 2 (Key dates and Offer process) and section 3 (Terms of the Offer) of this PDS for more information.
Interest paymentsQuarterly in arrear on 3 March, 3 June, 3 September and 3 December (or if that scheduled day is not a Business Day, the
next Business Day) until and including the Maturity Date (unless redeemed earlier), with the First Interest Payment Date
being 3 September 2025, subject to Chorus’ right to defer the payment of interest as described below under
‘Discretionary deferral of interest’.
Reset DatesThe date that is six years after the Issue Date (3 June 2031) and every five years thereafter.
First Step-up Date3 June 2036 (11 years after the Issue Date) unless redeemed earlier.
Second Step-up Date3 June 2051 (26 years after the Issue Date) unless redeemed earlier.
2Chorus Product Disclosure Statement

Discretionary deferral
of interest
Chorus may, in its absolute discretion, defer payment of interest for up to five years.
See section 3 of this PDS (Terms of the Offer) for more information.
Further payments,
fees or charges
Taxes may be deducted from interest payments on the Capital Notes. See section 7 of this PDS ( Tax) for
further details.
You are not required to pay brokerage or any other fees or charges to Chorus to purchase the Capital
Notes. However, you may have to pay brokerage to the firm from whom you receive an allocation of
Capital Notes. Please contact your broker for further information on any brokerage fees.
Selling restrictionsThe Offer is subject to certain selling restrictions and you will be required to indemnify certain people if
you breach these. More information on this can be found in section 3 of this PDS (Terms of the Offer).
Opening DateMonday, 19 May 2025.
Closing DateThursday, 22 May 2025 at 11.00am.
Issue DateTuesday, 3 June 2025.
Minimum application amount$5,000 and multiples of $1,000 thereafter.
No guarantee
Chorus is the issuer and the sole obligor in respect of the Capital Notes.
No other person guarantees the Capital Notes.
How you can get your money out early
Early redemption by Chorus
The Capital Notes have a term of 31 years. However, the Capital Notes
may be redeemed prior to the Maturity Date in certain circumstances.
Chorus may elect to redeem some or all of your Capital Notes:
(i) on any Reset Date;
(ii) on any date falling in the period of three months prior to the
First Reset Date;
(iii) on any Interest Payment Date after a Reset Date; or
(iv) at any time if a Tax Event or Rating Agency Event occurs.
Chorus may also elect to redeem all (but not some only) of your
Capital Notes at any time if there are less than 100 million Capital
Notes on issue.
The Supervisor may elect (and must elect if directed by a Noteholder
Extraordinary Resolution) to demand repayment of all of your Capital
Notes early if an Event of Default occurs which is continuing.
If not redeemed prior, Chorus will redeem all of your Capital Notes on
the Maturity Date.
See section 3 of this PDS (Terms of the Offer) for more information.
Sale of Capital Notes
Chorus intends to quote these Capital Notes on the NZX Debt
Market. This means you may be able to sell them on the NZX Debt
Market before the end of their term if there are interested buyers. If
you sell your Capital Notes, the price you get will vary depending on
factors such as the financial condition of Chorus and movements in
the market interest rates. You may receive less than the full amount
that you paid for them.
How Capital Notes rank for repayment
The Capital Notes are referred to as subordinated notes because
they are subordinated to all other indebtedness of Chorus, other than
indebtedness expressed to rank equally with, or subordinate to the
Capital Notes.
On a liquidation of Chorus as Issuer, the Capital Notes will rank:
• behind liabilities which are preferred by law, guaranteed liabilities,
other borrowings secured over assets of Chorus and other
unsubordinated liabilities;
• equally with (and will be repaid at the same time and pro rata with)
other Noteholders and with all other unsecured and subordinated
financial indebtedness of Chorus (for example, any other notes
ranking equally with the Capital Notes that may be issued by
Chorus in the future); and
• ahead of claims of holders of ordinary shares in Chorus and
holders of securities and other financial products and financial
indebtedness that rank after the Capital Notes.
Further information on the ranking of the Capital Notes on the
liquidation of Chorus can be found in section 5 of this PDS (Key features of
the Capital Notes).
No security
The Capital Notes are not secured against any of Chorus’ assets.
3Chorus Product Disclosure Statement

Key risks affecting this investment
Investments in debt securities have risks. A key risk is that Chorus does
not meet its commitments to repay you or pay you interest (credit risk).
Section 6 of this PDS (Risks of investing) discusses the main factors that
give rise to the risk. You should consider if the credit risk of these debt
securities is suitable for you.
The interest rate for these Capital Notes should also reflect the degree
of credit risk. In general, higher returns are demanded by investors from
businesses with higher risk of defaulting on their commitments. You
need to decide whether the offer is fair.
Chorus considers that the most significant risk factors are:
• Risks relating to ongoing market competition together with
sustained downside economic pressures on both businesses
and end-customers – Chorus faces the dual risks of market
competition and economic factors such as inflation, cost-of-
living, interest rates, employment rates and immigration affecting
the demand for Chorus’ services.
• Risks relating to regulation – material changes to market
regulation by the Government or regulators (such as the
New Zealand Commerce Commission (Commission)) could have
a material impact on Chorus’ financial performance and affect
its ability to deliver on Chorus’ strategic priorities, such as retiring
copper to become an all fibre business.
This summary does not cover all of the risks of investing in the Capital
Notes. You should also read section 6 of this PDS (Risks of investing)
and section 5 of this PDS (Key features of the Capital Notes).
What is Chorus’ credit rating?
A credit rating is an independent opinion of the capability and
willingness of an entity to repay its debts (in other words, its
creditworthiness). It is not a guarantee that the financial product
being offered is a safe investment. A credit rating should be
considered alongside all other relevant information when making an
investment decision.
Chorus has been rated by S&P Global Ratings (S&P) and Moody’s
Investors Service, Inc (Moody’s).
S&P gives ratings from AAA through to C. S&P’s ratings may be
modified with a (+) or (-) sign to show relative standing within a
rating category.
Moody’s gives ratings from Aaa to Ca. Moody’s ratings may be
modified with a number, 1 to 3, indicating whether the obligation
ranks at the higher end (1), mid-range (2), or lower end (3) of a rating
category. As at the date of this PDS, Chorus has been assigned a
long-term issuer credit rating of:
• BBB with a stable outlook by S&P; and
• Baa2 with a stable outlook by Moody’s.
The Capital Notes are to be rated by S&P and Moody’s. Chorus expects
the initial issue credit rating from each Rating Agency to be lower than
the respective issuer credit rating due to the subordination and other
features of the Capital Notes described in the PDS. In particular, Chorus
expects the initial issue credit rating assigned to the Capital Notes by
S&P will be BB+. This is two notches below Chorus’ S&P issuer credit
rating. One notch is deducted for the Capital Notes being subordinated
and a second notch is deducted because of the potential for interest
payments to be deferred. Chorus expects the initial issue credit rating
assigned to the Capital Notes by Moody’s will be Baa3. This is one
notch below Chorus’ Moody’s issuer credit rating.
S&P
CHORUS’ CREDIT RATING
BBB (STABLE)
EXPECTED CAPITAL NOTE
ISSUE CREDIT RATING BB+
RATINGAAAAAABBBBBBCCCCC TO C
Summary description
(capacity of issuer to meet
its financial obligations)
E X TREMELY
STRONG
VERY

STRONG
STRONGADEQUATE
LESS

VULNERABLE
MORE

VULNERABLE
CURRENTLY
VULNERABLE
CURRENTLY
HIGHLY

VULNERABLE
Approximate probability
of default over 5 years*
1 in 6001 in 3001 in 150
1 in 30 1 in 10
1 in 51 in 2

Moody’s
CHORUS’ CREDIT
RATING
Baa2 (STABLE)
EXPECTED CAPITAL
NOTE ISSUE CREDIT
RATING Baa3
RATINGAaaAaABaaBaaBaBCaaCa
Summary description
(credit risk)
MINIMALVERY LOWLOWMODERATEMODERATESUBSTANTIALHIGHVERY HIGH
LIKELY IN, OR
VERY NEAR,
DEFAULT
Approximate probability
of default over 5 years*
1 in 6001 in 3001 in 150
1 in 30 1 in 30
1 in 101 in 51 in 2
* The approximate, median likelihood that an investor will not receive repayment on a five-year investment on time and in full based upon historical default rates published
by S&P and Moody’s (source: Reserve Bank of New Zealand publication “Explaining Credit Ratings”, dated November 2008).
Where you can find other market information about Chorus
This is a short form offer document that Chorus is permitted to use because these Capital Notes rank in priority to existing quoted financial
products of Chorus. The existing quoted financial products are ordinary shares in Chorus, which are traded on the NZX Main Board.
Chorus is subject to a disclosure obligation that requires it to notify certain material information to the NZX for the purpose of that
information being made available to participants in the market. Chorus’ page on the NZX website, which includes information made available
under the disclosure obligation referred to above, can be found at www.nzx.com/companies/CNU.
4Chorus Product Disclosure Statement

Table of Contents
1.
Key information summary
2
2.
Key dates and Offer process
6
3.
Terms of the Offer
7
4.
Purpose of the Offer
11
5.
Key features of the Capital Notes
12
6.
Risks of investing
14
7.
Tax
18
8.
Who is involved?
19
9.
How to complain
20
10.
Where you can find more information
21
11.
How to apply
22
12.
Contact information
23
Glossary
24
5 Chorus Product Disclosure Statement 5

2. Key dates and Offer process
Opening DateMonday, 19 May 2025
Announcement of Minimum Initial Interest Rate
and indicative Initial Margin range
Monday, 19 May 2025
Closing DateThursday, 22 May 2025 at 11.00am
Rate Set DateThursday, 22 May 2025
Issue Date and allotment dateTuesday, 3 June 2025
Expected date of initial quotation and trading
of the Capital Notes on the NZX Debt Market
Wednesday, 4 June 2025
Interest Payment Dates3 March, 3 June, 3 September and
3 December in each year*
First Interest Payment Date3 September 2025
First Reset Date3 June 2031
First Step-up Date3 June 2036
Second Step-up Date3 June 2051
Expected date of equity content falling to 0%3 June 2031 for S&P
3 June 2046 for Moody’s
Maturity Date3 June 2056 **
* If any Interest Payment Date is not a Business Day, payment will be made on the next Business Day. Interest payments may be deferred at
Chorus’ discretion, as described in this PDS.
** Unless redeemed before the Maturity Date as described in this PDS.
The timetable is indicative only and subject to change. Chorus may, in its absolute discretion and without notice, vary the timetable (including by
opening or closing the Offer early, accepting late applications and extending the Closing Date).
If the Closing Date is extended, the Rate Set Date, Issue Date, expected date of initial quotation and trading of the Capital Notes on the NZX
Debt Market, Interest Payment Dates, Reset Dates and Maturity Date may also be extended. Any such changes will not affect the validity of any
applications received.
Chorus reserves the right to cancel the Offer and the issue of the Capital Notes, in which case any application monies received will be refunded
(without interest) as soon as practicable.
6Chorus Product Disclosure Statement

3. Terms of the Offer
IssuerChorus Limited.
Description of the
Capital Notes
Unsecured, subordinated, redeemable, cumulative, interest-bearing debt securities.
Te rm 31 years, maturing on 3 June 2056.
Offer amountUp to $170 million.
The final Offer amount will be determined by Chorus in conjunction with the Joint Lead Managers and
announced via NZX on or about the Rate Set Date.
Issue price and
Principal Amount
$1.00 per Capital Note, being the Principal Amount of each Capital Note.
Who may apply under
the Offer
All of the Capital Notes offered under the Offer (including any oversubscriptions) have been reserved for
subscription by clients of the Joint Lead Managers, NZX Firms and other approved financial intermediaries
invited to participate in the Bookbuild.
There will be no public pool for the Capital Notes.
Equity contentS&P is expected to assign “intermediate” equity content to the Capital Notes. Where such equity content is
assigned, S&P will consider that the Capital Notes comprise 50% equity when calculating its financial ratios for
Chorus. The equity content is expected to fall to minimal (0%) from 3 June 2031.
Moody’s is expected to assign Basket ‘M’ equity treatment. Where such equity treatment is assigned, Moody’s
will consider that the Capital Notes comprise 50% equity when calculating its financial ratios for Chorus.
The equity content is expected to fall to 0% from 3 June 2046.
Interest RateThe Interest Rate will be fixed for an initial period of six years, after which it will be reset on each Reset Date (if
not redeemed prior).
The Interest Rate from the Issue Date until the First Reset Date (3 June 2031) will be the greater of:
• the sum of the 6 Year Benchmark Rate on the Rate Set Date (22 May 2025) plus the Initial Margin; and
• the Minimum Initial Interest Rate.
The initial Interest Rate and the Initial Margin will be determined by Chorus in conjunction with the Joint Lead
Managers following the Bookbuild and will be announced by Chorus via NZX on or about the Rate Set Date.
If not redeemed prior, the Interest Rate to apply from the First Reset Date, and each subsequent Reset Date up
to (but excluding) the next Reset Date will be the sum of the 5 Year Benchmark Rate on the Reset Date plus the
Applicable Margin.
The Applicable Margin means:
• from (and including) the First Reset Date to (but excluding) the First Step-up Date (3 June 2036), the
Initial Margin;
• from (and including) the First Step-up Date to (but excluding) the Second Step-up Date (3 June 2051), the
Initial Margin plus 0.25% per annum; and
• from (and including) the Second Step-up Date, the Initial Margin plus 1.00% per annum.
If not redeemed prior, when the Interest Rate is reset on a Reset Date, the new Interest Rate will be announced
by Chorus via NZX on or about the relevant Reset Date.
Indicative Initial Margin
range and Minimum
Initial Interest Rate
The indicative Initial Margin range and Minimum Initial Interest Rate will be determined by Chorus in conjunction
with the Joint Lead Managers and announced via NZX on or about the Opening Date (19 May 2025).
Initial MarginThe Initial Margin will be determined by Chorus in conjunction with the Joint Lead Managers following the
Bookbuild on the Rate Set Date and will be announced by Chorus via NZX on or about the Rate Set Date.
Interest Payment Dates Quarterly in arrear on 3 March, 3 June, 3 September and 3 December (or if that day is not a Business Day, the
next Business Day) until and including the Maturity Date (unless redeemed earlier), subject to Chorus’ right to
defer payment of interest as described under ‘Discretionary deferral of interest’ below.
The First Interest Payment Date is 3 September 2025.
7Chorus Product Disclosure Statement

Interest payments
and entitlement
Regular scheduled payments of interest will be of equal quarterly amounts. Any other payment of interest on
the Capital Notes which will be calculated based on the number of days in the relevant period and a 365-day
year, and shall accrue in respect of the period from (and including) the previous Interest Payment Date until (but
excluding) the date for payment of that interest.
Interest will be payable on an Interest Payment Date and (if the date on which redemption is to occur is not
an Interest Payment Date) the date in respect of which any Capital Notes are to be redeemed, to the person
registered as the Noteholder as at the relevant Record Date.
The Record Date for interest payments is 5.00pm on the date that is 10 days before the relevant scheduled
Interest Payment Date (prior to any adjustment to the Interest Payment Date to fall on a Business Day). If the
Record Date falls on a day which is not a Business Day, the Record Date will be the immediately preceding
Business Day.
Discretionary deferral
of interest
Chorus may, in its absolute discretion, defer payment of interest for up to five years by notifying Noteholders.
Where an interest payment has not been paid on a scheduled Interest Payment Date, notice of the deferral shall
be deemed to have been given. A failure to pay interest that has been deferred is not an Event of Default.
If an interest payment is not made, the interest payable will accrue interest at the Interest Rate on the Capital
Notes until the Interest Payment Date on which the Unpaid Interest is paid.
Chorus’ right to defer interest does not apply to interest that is due to be paid on the Maturity Date or on any
other date on which Chorus has elected to redeem Capital Notes.
Distribution StopperThe Distribution Stopper will apply if and for so long as any Unpaid Interest is outstanding.
The Distribution Stopper prevents Chorus from:
• being able to pay any dividends, distributions or payments of interest on any shares or securities ranking
in liquidation pari passu with or after the Capital Notes; or
• being able to acquire, redeem or repay any share or other security ranking in liquidation pari passu with or
after the Capital Notes (or provide financial assistance for the acquisition of such shares or securities),
in each case, without obtaining a Noteholder Extraordinary Resolution (together, the Restrictions on Deferral).
Minimum application
amount
$5,000 and multiples of $1,000 thereafter.
How to applyApplication instructions are set out in section 11 of this PDS (How to apply).
Chorus reserves the right to refuse all or any part of any application for Capital Notes under the Offer without
giving a reason.
No underwritingThe Offer is not underwritten.
QuotationApplication has been made to NZX for permission to quote the Capital Notes on the NZX Debt Market and
all the requirements of NZX relating to that quotation that can be complied with on or before the date of
distribution of this PDS have been duly complied with. However, the Capital Notes have not yet been approved
for trading and NZX accepts no responsibility for any statement in this PDS. NZX is a licensed market operator,
and the NZX Debt Market is a licensed market, under the FMCA.
NZX ticker code CNU050 has been reserved for the Capital Notes.
Transfer restrictionsChorus may decline to accept or register a transfer of the Capital Notes if the transfer would result in the
transferor or the transferee holding or continuing to hold Capital Notes with a Principal Amount of less than
$5,000 (if not zero) or if the transfer is not in multiples of $1,000.
8Chorus Product Disclosure Statement

RankingThe Capital Notes are referred to as subordinated notes because they are subordinated to all other indebtedness of
Chorus, other than indebtedness expressed to rank equally with, or subordinate to the Capital Notes.
On a liquidation of Chorus as Issuer, the Capital Notes will rank:
• behind liabilities which are preferred by law, guaranteed liabilities, other borrowings secured over assets and
other unsubordinated liabilities;
• equally with (and will be repaid at the same time and pro rata with) other Noteholders and with all other
unsecured and subordinated financial indebtedness of Chorus (for example, any other notes ranking equally
with the Capital Notes that may be issued by Chorus in the future); and
• ahead of claims of shareholders of Chorus and holders of securities and other financial products and
financial indebtedness that rank after the Capital Notes.
Further important information on the ranking of the Capital Notes on the liquidation of Chorus and its subsidiaries
can be found in section 5 of this PDS (Key features of the Capital Notes).
No guaranteeThe Capital Notes are unsecured, and Chorus is the issuer and sole obligor. No other person guarantees the
Capital Notes.
Optional early
redemption by Chorus
The Capital Notes have a term of 31 years. However, the Capital Notes may be redeemed prior to the Maturity
Date in the circumstances listed below.
Chorus may, by giving Noteholders prior written notice, elect to redeem some or all of the Capital Notes:
• on any Reset Date for the Redemption Amount;
• on any date falling in the period of three months prior to the First Reset Date for the Redemption Amount;
• at any time if a Tax Event has occurred for the Redemption Amount;
• on any Interest Payment Date after a Reset Date for the Alternative Redemption Amount; or
• at any time if a Rating Agency Event has occurred for the Alternative Redemption Amount,
provided that after any partial redemption, at least 100 million Capital Notes are outstanding. Any partial
redemption will be done on a proportionate basis and may include adjustments to take account of the effect on
marketable parcels and other logistical considerations.
Chorus may elect to redeem all (but not some only) of the Capital Notes for the Redemption Amount if there is
less than 100 million Capital Notes on issue.
Redemption following
an Event of Default
If an Event of Default occurs and is continuing, the Supervisor may in its discretion, and shall immediately upon
being directed to do so by a Noteholder Extraordinary Resolution, declare that the Notes are due and payable by
notice in writing to Chorus.
A failure to pay interest that has been deferred is not an Event of Default. Chorus may defer payment of interest
for up to five years at any time at its sole discretion.
The Events of Default are set out in clause 1.2 of the Supplemental Deed, a copy of which is contained on the
Disclose Register and are summarised in section 5 of this PDS (Key features of the Capital Notes).
Further payments,
fees or charges
Taxes may be deducted from interest payments on the Capital Notes. See section 7 of this PDS ( Tax) for
further details.
You are not required to pay brokerage or any other fees or charges to Chorus to purchase the Capital Notes.
However, you may have to pay brokerage to the firm from whom you receive an allocation of Capital Notes.
Please contact your broker for further information on any brokerage fees.
Selling restrictionsThis Offer is only made in New Zealand.
You may only offer for sale or sell any Capital Notes in conformity with all applicable laws and regulations in
which it is offered, sold or delivered.
Chorus has not taken and will not take any action which would permit a public offering of Capital Notes, or
possession or distribution of any offering material in respect of the Capital Notes, in any country or jurisdiction
where action for that purpose is required (other than New Zealand).
Any information memorandum, disclosure statement, circular, advertisement or other offering material in
respect of the Capital Notes may only be published, delivered or distributed in compliance with all applicable
laws and regulations (including those of the country or jurisdiction in which the material is published, delivered
or distributed).
By subscribing for or otherwise acquiring any Capital Notes, you agree to indemnify among others, Chorus, the
Supervisor, the Arranger and the Joint Lead Managers for any loss suffered as a result of any breach by you of
the selling restrictions referred to in this section.
9Chorus Product Disclosure Statement

Capital structureChorus believes that hybrid securities such as the Capital Notes that are assigned an equity content are an
effective capital management tool. Chorus intends to maintain such instruments as a key feature of its capital
structure going forward.
Governing lawNew Zealand.
SupervisorThe New Zealand Guardian Trust Company Limited.
Securities RegistrarComputershare Investor Services Limited.
Documents
The terms of the Capital Notes, and other terms key to the Offer, are set out in the Trust Deed, as supplemented by the Supplemental Deed.
You should read these documents. Copies may be obtained from the Disclose Register at www.disclose-register.companiesoffice.govt.nz.
10Chorus Product Disclosure Statement

4. Purpose of the Offer
The proceeds of the Offer are expected to be used to finance the repayment and redemption of Crown Funding Securities due 30 June 2025.
The Crown Funding Securities were issued to NIFF by Chorus to partially finance the building of the UFB network. This purpose will not change,
irrespective of the total amount that is raised.
See also section 5 of this PDS (Key features of the Capital Notes) for more information.
The Offer is not underwritten.
11Chorus Product Disclosure Statement

5. Key features of the Capital Notes
Diagram showing ranking of Capital Notes on liquidation of Chorus
RANKING ON LIQUIDATIONTYPE OF LIABILITY/EQUITYAMOUNT
1
Liabilities that rank above
the Capital Notes
Liabilities preferred by law (for example, Inland Revenue for
certain unpaid taxes)
2
Other borrowings secured over assets of Chorus
Unsubordinated and unsecured liabilities, including Chorus’
bank debt, NZX-listed senior bonds, Euro Medium Term
Notes and Australian Medium Term Notes, and the Senior
Portion of the Crown Funding Debt Securities
$19 million
$0 million
$3,088 million
Liabilities that rank
equally with the Capital
Notes
Capital Notes
3
$170 million
Liabilities that rank
below the Capital Notes
Subordinated Portion of the Crown Funding Debt Securities$253 million
Other subordinated liabilities
(Crown Funding Equity Securities)
$768 million
Equity
4
Shares, reserves and retained earnings$662 million
HIGHER RANKING
EARLIER PRIORITY
LOWER RANKING
LATER PRIORITY
1. Amounts shown above are indicative based on the financial position of Chorus as at 31 December 2024, adjusted for the issue of the Capital Notes and the
repayment and redemption of the Crown Funding Securities due 30 June 2025. They are subject to rounding adjustments.
2. Liabilities that may, depending on the source of payment, rank above the Capital Notes on liquidation include employee entitlements for unpaid salaries and wages,
holiday pay and bonuses, and PAYE, and amounts owing to the Inland Revenue for unpaid taxes and goods and services tax. There are typically other liabilities which
are preferred by law or secured, including enforcement costs and similar, which arise when a company is in liquidation which are not possible to foresee and cannot
therefore be quantified.
3. Assuming $170 million of Capital Notes are issued under the Offer. If less than $170 million of Capital Notes are issued, the amount of the shortfall may be reflected
in a higher amount for Chorus’ “Other subordinated liabilities” and/or “Unsubordinated and unsecured liabilities.”
4. The amount of equity stated above includes an amount in relation to Chorus’ existing quoted equity securities (i.e., Chorus’ ordinary shares which are quoted on the
NZX Main Board).
A number of key features of the Capital Notes are described in section 3 of this PDS (Terms of the Offer). The other key features of the Capital
Notes are described below.
The Supervisor
The Supervisor has been appointed to act as supervisor for the Noteholders on the terms contained in the Trust Deed.
You can only enforce your rights under the Capital Notes, through the Supervisor. However, you can enforce your rights under the Capital
Notes only against Chorus directly if the Supervisor is obliged to enforce but has failed to do so within a reasonable period.
Ranking
The Capital Notes constitute unsecured, subordinated, debt obligations of Chorus.
On a liquidation of Chorus, amounts owing to Noteholders rank equally with all other unsecured, subordinated obligations of Chorus.
The ranking of the Capital Notes on a liquidation of Chorus is summarised in the diagram below. The diagram is a summary of indicative
amounts only and in the event of a liquidation of Chorus, the actual priority amounts may differ.
12Chorus Product Disclosure Statement

Restrictions on borrowing
The terms of the Capital Notes do not limit the ability of Chorus
to borrow further money. The Trust Deed does not contain any
restrictions on the ability of Chorus to borrow or incur
further indebtedness.
Chorus could therefore, at any time after the Issue Date, create further
liabilities that rank equally with, or in priority to, the Capital Notes. These
further liabilities could, for example, be a new borrowing facility with
a bank, or the issue of further senior NZX-listed bonds, Euro Medium
Term Notes or Australian Medium Term Notes.
Restrictions on granting security
Chorus has agreed with the Supervisor for its senior bonds and its
banks that it will not charge or secure its assets in favour of other
creditors, subject to certain exclusions. These exclusions allow
Chorus to secure its assets.
The exclusions include:
• if the aggregate principal amount secured does not exceed 5% of
the total tangible assets of Chorus; or
• in certain other limited circumstances set out in the senior bond
documents (including if the security arises by operation of law,
relates to the acquisition of an asset or a project, is already in
existence when the relevant asset was acquired or before the
entity granting that security became a guarantor, substitutes an
existing permitted security, is over cash or financial investments
to secure amounts borrowed that are consistent with ordinary
banking practice, is created with the consent of the Supervisor for
its senior bonds or relates to intangible assets).
The Capital Notes are unsecured. Noteholders do not, and will
not, have the benefit of the restrictions and other terms in the senior
bond documents and bank documents and these documents
may be amended or waived without the consent of or notice to
the Noteholders.
Guarantees
Chorus as Issuer is solely responsible for repaying, and paying
interest on, the Capital Notes. The Capital Notes are not guaranteed
by any person. For the avoidance of doubt, Noteholders do not, and
will not, have the benefit of the guarantees granted in favour of the
Supervisor in respect of Chorus’ senior bonds.
Events of Default
The Events of Default are contained in the Supplemental Deed.
They include:
• Chorus fails to pay any deferred interest (plus all accrued but
unpaid interest on the deferred interest) by the fifth anniversary of
its original deferral and such non-payment is not remedied within
three Business Days;
• a failure by Chorus to comply with the Restrictions on Deferral
(when in force);
• where Chorus fails to pay any amount required to be paid on a
redemption of the Capital Notes and such non-payment is not
remedied within two Business Days; and
• an insolvency event of Chorus occurs.
For full details of the Events of Default see clause 1.2 of the
Supplemental Deed. If an Event of Default occurs and is continuing,
the Supervisor may in its discretion, and must upon being directed
to do by a Noteholder Extraordinary Resolution, declare the
Principal Amount and any accrued interest of the Capital Notes due
and payable. If this occurs, Chorus must repay to Noteholders the
Redemption Amount.
Rating Agency Event
If a Rating Agency Event occurs, Chorus may choose to redeem all
or some of the Capital Notes for the Alternative Redemption Amount
via an announcement on the NZX (which will also contain the date
of redemption).
Full details and the requirements for a Rating Agency Event are
contained in clause 6 of the Supplemental Deed.
Tax Event
If a Tax Event occurs, Chorus may choose to redeem all or some of
the Capital Notes for the Redemption Amount via an announcement
on the NZX (which will also contain the redemption date).
Before making an election to redeem the Capital Notes, Chorus
must receive an opinion from a reputable legal counsel or other
reputable tax adviser that, as a result of an amendment, change
or clarification of legislation, regulation, etc., the interest payments
on the Capital Notes would no longer be fully deductible for
tax purposes.
For full details of, and requirements for, a Tax Event see clause 6 in
the Supplemental Deed.
Other relevant information about the Trust Deed
The Trust Deed for the Capital Notes contains a number of standard
provisions, including in relation to the powers and duties of the
Supervisor, and the process for amending the Trust Deed. You can
find a copy of the Trust Deed on the Disclose Register. You should
read the Trust Deed for further information.
13Chorus Product Disclosure Statement

Introduction
This section 6 describes the following potential key risk factors:
• general risks associated with an investment in the Capital Notes;
and
• specific risks relating to Chorus’ creditworthiness.
Key risks outlined in this section are based on an assessment of the
probability of a risk occurring and its potential impact (individually
or in combination with other key risks) at the date of this PDS. There
is no guarantee or assurance that key risks will not change, alter in
their significance or that other risks will not emerge.
Where practicable, Chorus seeks to implement risk mitigation
strategies to minimise exposure to some of the risks outlined below.
However, there can be no assurance that these risk mitigation
strategies will fully protect Chorus from all or any risks.
You should carefully consider these risk factors (together with the
other information in this PDS) before deciding to invest in the Capital
Notes. This summary does not cover all of the risks in investing in
the Capital Notes.
Before making any investment decision it is important that investors
consider the suitability of an investment in the Capital Notes in light of
their own individual risk profile for investments, investment objectives
and personal circumstances (including financial and taxation issues).
The risks described in this section do not take account of the personal
circumstances, financial position or investment requirements of any
particular person other than Chorus.
You should also carefully consider the features of the Capital Notes
which differ from the features of a standard senior note. Those
features include the ability of Chorus to defer interest, optional early
redemption rights for Chorus, margin step-ups and the subordinated
nature of the Capital Notes.
General Risks
An investment in the Capital Notes is subject to the following
general risks.
Credit Risk on Chorus
If Chorus encounters severe financial difficulty or becomes insolvent
it may be unable to meet its obligations under the Capital Notes and
you may not be able to recover your full principal investments and/
or any interest due and unpaid.
See section 5 of this PDS (Key features of the Capital Notes) for more
information on the ranking of the Capital Notes in the event of a
liquidation of Chorus.
Secondary Market Risk
The market price of the Capital Notes on the NZX Debt Market may
fluctuate. The market price may be below the Issue Price due to
factors related to Chorus’ creditworthiness, or because of other
factors, such as:
• the Capital Notes may never develop a trading market, or, if it
develops, it may not be very liquid. The subordinated nature, and
interest payment deferral and optional redemption features of the
Capital Notes are also likely to limit their market value, and the
secondary market of the Capital Notes;
• the level, direction and volatility of market interest rates. If market
interest rates go up, the market value of the Capital Notes would
typically be expected to go down and vice versa;
• Noteholders seeking to sell relatively small or relatively large
amounts of Capital Notes may not be able to do so at prices
comparable to those available to other Noteholders; and
• the Capital Notes may be more sensitive generally to adverse
changes in Chorus’ financial condition than other debt securities.
As a result, if you wish to sell your Capital Notes before maturity
there is a risk:
• you may be unable to find a buyer; or
• the price at which you are able to sell them may be less than the
amount you paid for them.
Specific risks relating to Chorus’ creditworthiness
Risks relating to the Chorus Group’s network and business
Demand for the Chorus Group’s services may decrease as a result
of market factors
Chorus’ revenue may reduce from any one or more factors,
including greater numbers of retail service providers (RSPs) and/
or business and retail customers using competing fixed line, fixed
wireless, mobile, satellite or other alternative technologies. In areas
where Chorus does not offer fibre network services, customers
are migrating to competing networks as Chorus retires its copper
network (targeted to be achieved by 2030). The Chorus Group is
likely to lose market share and copper revenue as a result. However,
Chorus currently expects this loss of revenue to be proportionately
offset by reduced operating costs as the copper network is retired
(the copper network carries higher electricity and maintenance
costs than the fibre network).
Material loss of market share and any resulting material loss of
revenue, would have an adverse impact on the Chorus Group’s
earnings and profitability.
Demand for fibre services may vary
The Chorus Group’s future revenues and profitability are impacted by:
• the growth in demand for fibre services as customers migrate
from alternative networks or new premises are connected;
• the mix of fibre services sold between basic plans and higher-
priced premium services; and
• the reduction in copper and other legacy service revenues as
customers migrate to alternative networks, the copper network is
shutdown and Chorus’ legacy equipment is withdrawn.
Demand growth for fibre services may also be affected by retail
and business consumer confidence, inflation (reduced disposable
income), changes in migration trends, employment rates, and
attributed utility (e.g., risk of negative impact if the work from home
or streamed video content trends reverse).
6. Risks of investing
14Chorus Product Disclosure Statement

Market growth for fibre services is partly determined by the number
of new dwellings being built and released into the market. Risks to
the development of new premises include supply chain shortages,
as well as local and central government policies that contribute
to cost escalations. Financial instability of property developers
impacted by general market conditions, such as slow upstream
property sales, may also hamper new premises growth. There
are also demand-related risks such as population decline due to
negative net migration and cost inflation reducing affordability of
new builds leading to low occupancy.
The Chorus Group supplies fibre services to businesses, so demand for
these services is driven by a number of factors including the health of
the wider economy and availability of competing services.
The Chorus Group’s profitability is also driven by the impact of
inflation on input costs such as service company work, electricity
and network equipment costs. There is a risk that high inflationary
pressures cannot be offset by increases in pricing, leading to
reduced profitability.
The above risk factors either individually or in combination may
reduce the Chorus Group’s revenues, increase its costs or otherwise
adversely impact its financial and competitive positions and
performance. These risks could be increased if the Chorus Group
fails to deliver adequate performance and an appropriate experience
to its RSPs and customers.
Concentration of the customer base
The Chorus Group has a concentrated customer base consisting
predominantly of a small number of RSPs. The concentration of
RSPs heightens the risk that a dispute with an RSP, or an RSP’s
failure to pay for services on an ongoing basis (whether as a result
of a dispute or an RSP experiencing financial difficulty), will have an
adverse effect on the Chorus Group’s collectability of receivables
and cash flow.
Field services risk and customer experience
The Chorus Group engages external suppliers to build, operate and
maintain its network and to supply services, equipment and materials.
Significant failure by these parties could impact the Chorus Group’s
ability to meet its other obligations. For example, failure of a supplier
could result in Chorus breaching its obligations to an RSP and could
affect the Chorus Group’s financial position and performance.
Given the fibre network build is largely complete, declining work
volumes and difficulty in accurately forecasting build work increases
the risk that third party contractors and the skilled technicians
employed by them seek alternative work. The Chorus Group is also
dependent on its own skilled and experienced employees to provide
its services. If the Chorus Group is unable to attract and retain
employees with key technical, service or institutional knowledge,
this may impact the Chorus Group’s ability to deliver its future plans
and materially affect its financial performance. It may also impact
Chorus’ service performance – i.e. the service provided may not
meet fibre customer or RSP partner expectations, or regulatory
requirements under price-quality regulation.
Potential risks to the Chorus Group’s ability to retain skilled and
experienced people include employee exposure to significant work
related pressures, including changes to Chorus’ adaptive operating
model as the Chorus Group moves to being a simpler all-fibre business
by 2030.
The Chorus Group may require significant capital resources to
fund its business
The Chorus Group may have large funding requirements from time
to time, particularly if it determines to invest in growth opportunities
that either leverage the Chorus Group’s existing assets or grow
its infrastructure. Such opportunities may also expose Chorus to
risks related to infrastructure and construction projects, including
unexpected costs and delays requiring additional or
different funding.
The Chorus Group’s ability to refinance maturing debt and other
securities on favourable terms (including the current $1.34 billion
of refinancing for the Crown Funding Securities as they fall due in
tranches over the next 11 years) or raise new debt, may be adversely
affected if it experiences a decline in its operating performance or
revenues, if there is a material and unexpected increase in capital
expenditure, if financial market conditions are volatile or if it is
unable to maintain its investment grade credit rating.
This could limit the Chorus Group’s access to funding and/or
increase its funding costs.
Technological security and resilience
The Chorus Group relies on information technology (IT) systems.
The Chorus Group’s own IT systems, and the third party systems it
relies on (including shared legacy systems with Spark New Zealand
Limited) are within a complex technical and operating environment.
The Chorus Group continues to reduce its risk by migrating services
off shared legacy systems where possible. However, the retiring
copper network continues to be supported by such systems.
Chorus has a complex and evolving set of IT systems to support
its wholesale fibre network, associated processes and enterprise
capability. While leveraging industry standard/leading technologies
and suppliers with appropriate support arrangements, these systems
are not immune to risk of failure.
The Chorus Group has significant contingency strategies in place
to address business disruption events (including cyber threats),
and mitigate associated risks, including those relating to operation
of the Chorus Group’s network and IT systems and those of third
parties on which it relies. However, a major failure could still occur
requiring significant and additional unexpected expenditure. Any
interruption to the operations of the Chorus Group’s network could
result in lost revenue, additional capital expenditure requirements,
higher operating costs, damage to the Chorus Group’s reputation
and liability to RSPs or customers. If failures occur in the regulated
fibre access network, the Chorus Group may breach Commission
quality standards and negatively impact customer perception of fibre
reliability resulting in lower fibre uptake.
The Chorus Group has made commitments to the Commission
to keep network congestion below certain levels. Rapid growth
in network traffic could congest parts of the network and require
additional unforeseen investment in capacity.
The Chorus Group’s network infrastructure is vulnerable to damage
or interruption from a range of risks, including equipment failure,
cable cuts, power failures, earthquake, fire and intentional damage,
as well as climate-related events (such as extreme weather events).
15Chorus Product Disclosure Statement

The Chorus Group’s insurance programme covers all risks (subject
to standard exclusions) of physical damage and business interruption
for above-ground assets. Specific cover is provided for damage to
underground cables in Auckland, Hamilton, Wellington and Dunedin.
Risks relating to the regulatory environment
At the date of this PDS, the majority of the Chorus Group’s revenue
comes from regulated fibre and copper services.
The Chorus Group’s regulated fibre revenues were estimated to be
84% of total revenue in the six months to 31 December 2024. Fibre
services provided by the Chorus Group are subject to information
disclosure regulations and a portion of these are also subject to
price quality regulation by the Commission under the New Zealand
Telecommunications Act 2001 ( Te lco Ac t). The majority of Chorus
Group’s remaining copper services have pricing and terms regulated
by the Commission, with annual CPI adjustments.
The Commission’s Copper Withdrawal Code enables the Chorus
Group to withdraw copper services in areas where fibre is available,
including other local fibre company fibre areas, subject to
certain conditions.
The Commission has recently released a draft report recommending
the full deregulation of the Chorus Group copper network in non-
fibre areas. There are a number of process steps before the final
outcome, detail and timing of any deregulation is confirmed. The
details of the final deregulation requirements may mean the Chorus
Group is required to spend more on maintaining copper services
than it would otherwise choose to.
Maximum revenue
The maximum revenue the Chorus Group can earn in any regulatory
year is specified by the Commission in a Price-Quality Determination
(PQ Determination), principally with reference to the efficient costs the
Chorus Group is expected to incur in each regulatory period, including
a return of and on invested capital. The Commission sets the Chorus
Group’s maximum revenue in the first year of each regulatory control
period, and that amount is then inflated by CPI in each subsequent
year. Because the maximum allowable revenue is determined by the
Commission prior to the commencement of the regulatory period
(currently 1 January 2025 to 31 December 2028) on the basis of
forecast costs, there is a risk that actual costs will diverge from forecast.
There are only limited mechanisms to re-open the revenue cap in the
course of each regulatory control period.
Quality standards
The Commission’s PQ Determination in December 2024 sets certain
quality standards that the Chorus Group must meet in providing
fibre fixed line access services. The Chorus Group may incur
penalties if it fails to achieve these quality standards.
Changes in regulation may require significant further investment
without substantial return and have other consequences
Any further changes in regulation, regulatory reviews or
determinations affecting the prices of fibre and copper services may
impact demand for those services.
Changes to service specifications and/or non-price terms may also
require the Chorus Group to invest in its network or do other things
without price increases, other compensation, or in ways which do
not provide appropriate cost recovery or an adequate return on
investment. Any such changes may adversely affect the Chorus
Group’s revenue and profitability.
Future government policies, ministerial decisions, regulator
decisions or other regulatory outcomes could adversely impact the
Chorus Group’s operations, market share, competitiveness, financial
performance and financial position.
The Chorus Group is subject to other material regulation
The Chorus Group is subject to other regulatory determinations
of the Commission including annual fibre information disclosure
requirements, a contribution towards the Telecommunications
Development Levy imposed under the Telco Act and Commission
costs. In addition to enforceable regulatory determinations of the
Commission, the Chorus Group is subject to other obligations
including open access obligations and telecommunications service
obligations under the Telco Act and deeds with the Crown.
Furthermore, certain regulatory and legislative rules limit the Chorus
Group’s ability to pursue certain business opportunities and activities
and, consequently, may affect the returns it can generate on its assets.
The Chorus Group’s operations, market share, competitiveness and
financial performance may be impacted by future government policies,
ministerial decisions or regulatory outcomes.
Regulatory proceedings and investigations
Regulatory proceedings and investigations in relation to the Chorus
Group may in the future require considerable resources and
management attention to be diverted to them, which may adversely
affect the Chorus Group’s business and results of operations.
Risks associated with the Capital Notes specifically
Deferral of interest payments
There is a risk that interest payments on the Capital Notes will be
deferred by Chorus for a period of up to five years, as described
in section 3 of this PDS (Terms of the Offer). Chorus has a broad
discretion to defer the payment of interest on the Capital Notes,
and Noteholders will not have an immediate redemption right in
those circumstances.
The Interest Rate may go down after a Reset Date
The Interest Rate will be fixed for an initial period of six years, after
which it will be reset on each Reset Date (if the Capital Notes are not
redeemed prior).
The Interest Rate after each Reset Date could be higher, the same or
lower than the initial Interest Rate (or other previous Interest Rate).
The Minimum Initial Interest Rate will only apply for the first six year
period from the Issue Date to the First Reset Date.
Redemption prior to the Maturity Date
Although the Capital Notes have a term of 31 years, Chorus may
choose to redeem the Capital Notes early in certain circumstances,
as described in section 3 of this PDS (Terms of the Offer).
While some of those redemption triggers may appear to be unlikely
to occur, history suggests that such events can occur, and Chorus
will have the right to redeem after approximately six years and on
each subsequent Reset Date.
16Chorus Product Disclosure Statement

If Chorus is entitled to redeem any of the Capital Notes, the method
and date by which Chorus elects or is required to do so may not
accord with the preference of individual Noteholders. This may be
disadvantageous in light of market conditions or a Noteholder’s
individual circumstances.
Structure and ranking
Chorus is a holding company and accordingly substantially all its
assets consist of its shareholding in Chorus New Zealand Limited
(CNZL) (as the sole operating subsidiary of Chorus, at the date of this
PDS). As such, a further activity of Chorus is to provide financing to
CNZL and to refinance these obligations. CNZL does not guarantee
the Capital Notes. The ability of Chorus to satisfy its obligations
under the Capital Notes will depend upon payments to Chorus by
CNZL and/or financial support it may obtain from CNZL.
The Capital Notes rank behind all of Chorus’ unsubordinated
obligations. In a liquidation of Chorus, the holders of the Capital
Notes would be paid only after all amounts owing by Chorus to
its bank lenders, holders of Chorus’ NZX-listed senior bonds, Euro
Medium Term Notes and Australian Medium Term Notes, the Senior
Portion of the Crown Funding Debt Securities, and general and trade
unsubordinated creditors, have been paid.
After payment of those amounts, there may be insufficient funds
available to the liquidator to repay all or any of the amounts owing
on the Capital Notes.
Supervisor’s enforcement rights
Investors should be aware that even if the right to seek repayment
of the Capital Notes is exercised following the occurrence of an
Event of Default, the Supervisor has very limited powers to enforce
these rights given the subordinated nature of the Capital Notes. For
example, the Supervisor has no ability to appoint a receiver with a
view to recovering amounts owing to Noteholders only, and is only
entitled to file a conditional claim in the event of the liquidation
of Chorus requiring repayment of the Capital Notes after all prior
ranking indebtedness has been repaid in full.
17Chorus Product Disclosure Statement

7. Ta x
If you are tax resident in New Zealand or otherwise receive payments
of interest on the Capital Notes that are subject to the resident
withholding tax rules, resident withholding tax will be deducted from
payments of interest to you, unless you notify the Securities Registrar
that you have RWT-exempt status (as that term is defined in the Income
Tax Act 2007) and that status remains valid on the Record Date for the
relevant Interest Payment Date.
If you receive payments of interest on the Capital Notes subject to the
non-resident withholding tax rules, an amount equal to any AIL payable
will be deducted from payments of interest to you in lieu of deducting
non-resident withholding tax (except where you elect otherwise, or it is
not possible under any law, in which case non-resident withholding tax
will be deducted).
If the AIL regime applies, Chorus will apply the zero rate of AIL if possible,
and otherwise pay AIL at the applicable rate.
Indemnity
If, in respect of any of your Capital Notes, Chorus becomes liable
to make any payment of, or on account of, tax payable by you, then
you will be required to indemnify Chorus in respect of such liability.
Any amounts paid by Chorus in relation to any such liability may be
recovered from you by withholding the amount from further payments
to you in respect of Capital Notes. See the Trust Deed for further details.
Generally
There may be other tax consequences from acquiring or disposing of
the Capital Notes, including income tax consequences. If you have any
queries relating to the tax consequences of the investment, you should
obtain professional advice on those consequences.
The above generalised summary is based on the taxation laws in force
in New Zealand as at the date of this PDS. Future changes to these or
other laws may affect the tax consequences of an investment in the
Capital Notes.
18Chorus Product Disclosure Statement

8. Who is involved?
NAMEROLE
IssuerChorus LimitedIssuer of the Capital Notes.
SupervisorThe New Zealand Guardian Trust
Company Limited
Holds certain covenants on trust for the benefit of the
Noteholders, including the right to enforce Chorus’
obligations under the Capital Notes.
ArrangerForsyth Barr LimitedProvides advice and assistance to Chorus in arranging
the Offer.
Joint Lead ManagersForsyth Barr Limited
Bank of New Zealand
Assist with the Bookbuild for the Offer, and marketing and
distribution of the Offer.
Except as described above, the Joint Lead Managers are
not otherwise involved in the Offer. None of the Arranger,
the Joint Lead Managers and their respective directors,
employees, agents and advisers have independently
verified the content of this PDS.
This PDS does not constitute financial advice from
the Arranger, any Joint Lead Manager or any of their
respective directors, officers, employees, agents or
advisers to purchase, any Capital Notes. You must make
your own independent investigation and assessment
of the financial condition and affairs of Chorus before
deciding whether or not to invest in the Capital Notes.
Securities RegistrarComputershare Investor Services LimitedMaintains the register of Noteholders.
Solicitors to IssuerChapman TrippProvides legal advice to Chorus in respect of the Offer.
Solicitors to SupervisorSimpson GriersonProvides legal advice to the Supervisor in respect of
the Offer.
19Chorus Product Disclosure Statement

9. How to complain
Complaints about the Capital Notes can be directed to:
Chorus Limited at
Treasurer
Level 10, 1 Willis Street
Wellington 6011
PO Box 632
Wellington 6140
New Zealand
Phone: +64 4 896 4014
Email: andrew.hopkinson@chorus.co.nz
The New Zealand Guardian Trust Company Limited at
Level 6, 191 Queen Street
Auckland 1010
Attn: Relationship Manager
Phone: +64 9 909 5100
Email: CT-Auckland@nzgt.co.nz
The Supervisor is a member of an external, independent dispute
resolution scheme operated by Financial Services Complaints Limited
(FSCL) and approved by the Ministry of Consumer Affairs.
If the Supervisor has not been able to resolve your issue, you can
refer the matter to FSCL by emailing complaints@fscl.org.nz, or
calling FSCL on 0800 347 257, or by completing the complaints form
online at www.fscl.org.nz/complaints/complaint-form, or by writing
to FSCL at PO Box 5967, Wellington 6140.
The scheme will not charge a fee to any complainant to investigate or
resolve a complaint.
Complaints may also be made to the Financial Markets Authority
through their website www.fma.govt.nz.
20Chorus Product Disclosure Statement

10. Where you can find more information
Further information relating to Chorus and the Capital Notes is available on the online offer register maintained by the Companies Office
known as ‘Disclose’. The offer register can be accessed at www.disclose-register.companiesoffice.govt.nz.
A copy of the information on that register is also available on request to the Registrar of Financial Service Providers. The information
contained on that register includes a copy of the Trust Deed (including the Supplemental Deed), credit rating reports from S&P and Moody’s
in relation to Chorus and the Capital Notes, and any other material information.
Chorus is subject to a disclosure obligation in relation to its shares that requires it to notify certain material information to the NZX for
the purpose of that information being made available to participants in the market. Chorus’ page on the NZX website, which includes
information made available under the disclosure obligations referred to above, can be found at www.nzx.com/companies/CNU and on the
ASX website at www.asx.com.au/markets/company/cnu.
21Chorus Product Disclosure Statement

11. How to apply
The Offer will be open to institutional investors and members of the public who are resident in New Zealand.
All of the Capital Notes offered under the Offer (including any oversubscriptions) have been reserved for subscription by clients of the Joint
Lead Managers, NZX Firms and other approved financial intermediaries invited to participate in the Bookbuild conducted by the Joint Lead
Managers and Chorus.
There is no public pool for the Capital Notes. This means you can only apply for Capital Notes through a Primary Market Participant or
approved financial intermediary who has obtained an allocation. You can find a Primary Market Participant by visiting www.nzx.com/
investing/find-a-participant.
The Primary Market Participant or approved financial intermediary will:
• provide you with a copy of this PDS (if you have not already received a copy);
• explain what you need to do to apply for Capital Notes; and
• explain what payments need to be made by you (and by when).
The Primary Market Participant or approved financial intermediary can also explain what arrangements will need to be put in place for you to
trade the Capital Notes (including obtaining a common shareholder number (CSN), an authorisation code (FIN) and opening an account with
a Primary Market Participant) as well as the costs and timeframes for putting such arrangements in place.
22Chorus Product Disclosure Statement

12. Contact information
Issuer
Chorus Limited
Level 10, 1 Willis Street
Wellington 6011
PO Box 632
Wellington 6140
Phone: 0800 600 100
Securities Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Private Bag 92119
Victoria Street West
Auckland 1142
Phone: +64 9 488 8700
Arranger and Joint Lead Manager
Forsyth Barr Limited
Level 22, NTT Tower
157 Lambton Quay
Wellington 6011
Phone: 0800 367 227
Joint Lead Manager
Bank of New Zealand
Level 6, BNZ Place
80 Queen Street
Auckland 1010
Phone: +64 9 924 9602
23Chorus Product Disclosure Statement

Glossary
$New Zealand dollars.
5 Year Benchmark
Rate
The mid-market NZD swap rate for a 5 year term
commencing on the relevant Reset Date, (or if
that is not a Business Day on the immediately
following Business Day (unless that falls in the
next calendar month, in which case it shall
instead be on the immediately preceding
Business Day)), determined according to market
convention at or around 11.00am New Zealand
time on the Reset Date, with reference to
Bloomberg page ‘ICNZ4’ (or any successor page)
and expressed as a percentage rate per annum
on a quarterly basis (rounded to two decimal
places, if necessary, with 0.005 rounded up).
6 Year Benchmark
Rate
The mid-market NZD swap rate for a 6-year
term commencing on the Issue Date,
determined according to market convention on
the Rate Set Date, with reference to Bloomberg
page ‘ICNZ4’ (or any successor page) and
expressed as a percentage rate per annum on a
quarterly basis (rounded to two decimal places,
if necessary, with 0.005 rounded up).
AILMeans, in relation to payments of interest under
a Capital Note, approved issuer levy payable by
Chorus in accordance with section 86J of the
Stamp and Cheque Duties Act 1971.
Alternative
Redemption
Amount
In relation to a redemption of Capital Notes, the
greater of:
(a) the Redemption Amount; and
(b) the market price of the Capital Notes
(determined in accordance with clause
6.7(b)(ii) of the Supplemental Deed),
which will include accrued interest at the
relevant time.
Applicable MarginMeans:
• from (and including) the First Reset Date to
(but excluding) the First Step-up Date
(3 June 2036), the Initial Margin;
• from (and including) the First Step-up Date
to (but excluding) the Second Step-up Date
(3 June 2051), the Initial Margin plus 0.25%
per annum; and
• from (and including) the Second Step-up
Date, the Initial Margin plus 1.00% per
annum.
ArrangerForsyth Barr Limited.
ASX ASX Limited, or the financial market operated
by ASX Limited, as the context requires, also
known as the Australian Securities Exchange.
Australian Medium
Term Notes
Means the notes issued under Chorus’
Australian Dollar Medium Term Note
Programme.
BookbuildThe process expected to take place on 22 May
2025 whereby certain parties lodge bids for
Capital Notes and, on the basis of those bids,
Chorus and the Joint Lead Managers determine
the Initial Margin.
Business DayA day (other than a Saturday or Sunday) on
which registered banks are generally open for
business in Auckland and Wellington, except
that in the context of the Listing Rules it means
a day on which the NZX Debt Market is open
for trading.
If a payment date is not a Business Day, Chorus
will make payment on the next Business Day,
but no adjustment will be made to the amount
of interest payable.
Capital NotesThe capital notes constituted and issued
pursuant to the Trust Deed and offered
pursuant to this PDS.
Chorus or IssuerChorus Limited.
Chorus Group
or Group
Chorus and all of its subsidiaries.
Closing DateThursday, 22 May 2025 at 11.00am.
CNZLChorus New Zealand Limited.
CommissionThe New Zealand Commerce Commission.
Crown Funding
Debt Security
The debt securities issued by Chorus to NIFF.
Crown Funding
Equity Security
The equity securities issued by Chorus to NIFF.
Crown Funding
Securities
The Crown Funding Debt Securities and Crown
Funding Equity Securities.
Disclose RegisterMeans the online offer register maintained by
the Companies Office known as ‘Disclose’.
24Chorus Product Disclosure Statement

Distribution
Stopper
Means that, while there is any Unpaid Interest,
Chorus cannot:
• make any dividends, distributions or
payments of interest on any shares or
securities ranking in liquidation pari passu
with or after the Capital Notes; or
• acquire, redeem or repay any share or
other security ranking in liquidation pari
passu with or after the Capital Notes
(or provide financial assistance for the
acquisition of such shares or securities),
in each case, without obtaining a Noteholder
Extraordinary Resolution.
Euro Medium Term
Notes
Means notes issued under Chorus’ Euro
Medium Note Programme.
Event of DefaultIn relation to the Capital Notes, means each
event set out in clause 1.2 of the Supplemental
Deed, which are summarised in section 5 (Key
features of the Capital Notes).
First Interest
Payment Date
3 September 2025.
First Reset Date3 June 2031 (six years after the Issue Date)
unless redeemed earlier.
First Step-up Date3 June 2036 (11 years after the Issue Date)
unless redeemed earlier.
FMCAFinancial Markets Conduct Act 2013.
FSCLFinancial Services Complaints Limited.
Initial MarginMeans the margin determined by Chorus in
conjunction with the Joint Lead Managers
following the Bookbuild and announced via the
NZX on the Rate Set Date.
Inland RevenueThe New Zealand Inland Revenue Department.
Interest Payment
Dates
3 March, 3 June, 3 September and 3 December
in each year (or if that day is not a Business Day,
the next Business Day) until and including the
Maturity Date, with the First Interest Payment
Date being 3 September 2025, subject to
Chorus’ ability to defer interest payments
(as discussed in section 3 of this PDS (Terms of
the Offer)).
Interest RateThe rate of interest for the Capital Notes in
place from time to time, as described in section
3 of this PDS (Terms of the Offer).
Issue DateTuesday, 3 June 2025.
ITChorus Group’s information technology
systems.
Joint Lead
Managers
Forsyth Barr Limited and Bank of
New Zealand.
Listing RulesThe listing rules applying to the NZX Debt
Market, as amended from time to time.
Maturity Date3 June 2056 unless redeemed earlier.
Minimum Initial
Interest Rate
Means the minimum initial Interest Rate that
will be announced by Chorus via NZX on or
about the Opening Date.
The Minimum Initial Interest Rate only applies
to the determination of the initial Interest Rate.
It does not apply to the determination of the
Interest Rate when it is reset on any Reset Date.
NIFFNational Infrastructure Funding and Financing
Limited (previously known as Crown
Infrastructure Partners Limited).
Noteholder or youThe person whose name is entered in the
Register as a holder of a Capital Note.
Noteholder
Extraordinary
Resolution
Means a resolution passed at a meeting of
Noteholders, properly convened and held
in accordance with the Trust Deed, at which
not less than 75% of the aggregate Principal
Amount of the Capital Notes held by those
persons entitled to vote and voting on the
question, or if a poll is properly demanded,
not less than 75% of the aggregate Principal
Amount of the Capital Notes eligible to vote on
such a poll in favour of the resolution.
NZXNZX Limited.
NZX Debt MarketThe debt security market operated by NZX.
NZX Firm Any company, firm, organisation or corporation
designated or approved by NZX as a Primary
Market Participant from time to time.
NZX Main BoardThe main board equity security market
operated by NZX.
OfferThe offer of Capital Notes made by Chorus
under this PDS.
Opening Date Monday, 19 May 2025.
PDSThis product disclosure statement for the Offer
dated 9 May 2025.
Primary Market
Participant
Has the meaning given to that term in the NZX
Participant Rules as amended from time to
time.
Principal Amount$1.00 per Capital Note.
PQ DeterminationMeans a price-quality determination specified
by the Commission.
Rate Set DateThursday, 22 May 2025.
Rating AgencyMeans S&P Global Ratings or Moody’s Investors
Service, Inc.
25Chorus Product Disclosure Statement

Rating Agency
Event
A Rating Agency Event will occur if:
• a Rating Agency, as a result from a change
of its criteria, notifies Chorus the Capital
Notes will no longer have the same equity
content classification from that Rating
Agency; or
• Chorus no longer holds a credit rating
from at least one Rating Agency (or any
subsequent rating agency).
Record DateMeans in relation to payments of interest,
the close of business on the 10
th
day before
the relevant scheduled Interest Payment
Date (prior to any adjustment to the Interest
Payment Date to fall on a Business Day).
If at any time the Record Date is not a
Business Day, then the Record Date will be the
immediately preceding Business Day.
Redemption
Amount
The aggregate of the Principal Amount of the
Capital Notes, any Unpaid Interest and any
accrued but unpaid interest as at the applicable
date of redemption.
RegisterThe register in respect of the Capital Notes
maintained by the Securities Registrar.
Reset DateThe date occurring six years after the Issue
Date, and every five years thereafter.
Restrictions on
Deferral
Means the restrictions Chorus must abide by
while there is any Unpaid Interest.
RSPsRetail service providers.
Second Step-up
Date
3 June 2051 (26 years after the Issue Date)
unless redeemed earlier.
Securities RegistrarComputershare Investor Services Limited.
Senior PortionMeans the portion of Crown Funding Debt
Securities on issue ranking equally with Chorus’
other unsecured, unsubordinated indebtedness.
Subordinated
Portion
The portion of Crown Funding Debt Securities
on issue that are not part of the Senior Portion.
SupervisorThe New Zealand Guardian Trust Company
Limited or such other supervisor as may hold
office as supervisor under the Trust Deed from
time to time.
Supplemental DeedThe supplemental trust deed dated 9 May
2025 between Chorus and the Supervisor
constituting and setting out the terms and
conditions of the Capital Notes (as amended or
supplemented from time to time).
Tax EventA Tax Event will occur if Chorus receives an
opinion from a reputable legal counsel or
other reputable tax adviser that, as a result
of an amendment, change or clarification
of legislation, regulation, etc., the interest
payments on the Capital Notes would no
longer be fully deductible under the
Income Tax Act 2007.
Telco ActTelecommunications Act 2001.
Trust DeedThe master trust deed dated 9 May 2025
between Chorus and the Supervisor pursuant
to which certain notes may be issued (as
amended or supplemented from time to time),
and where the context requires includes the
Supplemental Deed.
UFBUltra-fast broadband.
Unpaid InterestThe aggregate of interest payments that Chorus
defers (in its absolute discretion), plus the
cumulative interest accrued on such deferred
interest payments (which will accrue at the
Interest Rate on the Capital Notes) until paid.
26Chorus Product Disclosure Statement

Directory
Registered Offices
NEW ZEALAND
Level 10, 1 Willis Street
Wellington, New Zealand
Phone: +64 800 600 100
AUSTRALIA
C/– MUFG Corporate Governance Pty Limited
Level 41, 161 Castlereagh Street,
Sydney, NSW 2000, Australia
Phone: +61 2 8280 7355
https://company.chorus.co.nz/investors/services/bond-and-noteholders
ARBN 152 485 848

---

CAPITAL NOTES OFFER MAY 2025
1
Joint Lead Managers:

CAPITAL NOTES OFFER MAY 2025
Disclaimer
2
Please read carefully before the rest of this presentation
This presentation has been prepared by Chorus Limited (“Chorus” or the “Issuer”) in relation to the offer of unsecured, subordinated, redeemable,
cumulative, interest-bearing capital notes described in this presentation (“Capital Notes”). The offer of the Capital Notes is made in the product disclosure
statement dated 9 May 2025 (“PDS”), which has been lodged in accordance with the Financial Markets Conduct Act 2013 (“FMCA”). The PDS is available
through https://disclose-register.companiesoffice.govt.nz/or by contacting Bank of New Zealand or Forsyth Barr Limited (“Joint Lead Managers”) or any
other Primary Market Participant, and must be given to investors before they decide to acquire any Capital Notes. No applications will be accepted or money
received unless the applicant has been given the PDS. Capitalised terms used but not defined in this presentation have the meanings given to them in the PDS.
Investors should carefully consider the features of the Capital Notes which differ from the features of a standard senior bond. Those features include the ability
of Chorus to defer interest, optional redemption rights for Chorus, margin step-ups and the subordinated nature of the Capital Notes.
Application has been made to NZX for permission to quote the Capital Notes on the NZX Debt Market and all the requirements of NZX relating thereto that can
be complied with on or before the distribution of the PDS have been duly complied with. However, NZX accepts no responsibility for any statement in this
document. NZX is a licensed market operator, and the NZX Debt Market is a licensed market under the FMCA.
None of the Joint Lead Managers or The New Zealand Guardian Trust Company Limited (“Supervisor”) or any of their respective directors, officers, employees,
affiliates or agents have independently verified the information contained in this presentation. To the maximum extent permitted by law, none of Chorus,
Forsyth Barr Limited (“Arranger”), the Joint Lead Managers, the Supervisor, their respective directors, officers, employees, shareholders, affiliates, agents or
any other person: (a) accept any responsibility or have any liability whatsoever to any person for any loss (including, without limitation, arising from any fault
or negligence) arising from this presentation or its contents or any information supplied in connection with it; (b) authorised or caused the issue of, or made
any statement in, any part of this presentation; and (c) make any representation, recommendation or warranty, express or implied regarding the origin,
validity, accuracy, reasonableness or completeness of any statement or opinion contained in this presentation.
The offer of Capital Notes is being made only in New Zealand. The distribution of this presentation, and the offer or sale of the Capital Notes, may be restricted
by law in certain jurisdictions. Persons who receive this presentation outside New Zealand must inform themselves about and observe all such restrictions.

CAPITAL NOTES OFFER MAY 2025
3
Disclaimer
This presentation:
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 results to 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 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 2024 and NZX and ASX market releases.
Includes non-GAAP financial measures including "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. Chorus monitors “EBITDA” as a key performance indicator and believes it assists investors in assessing the performance
of the core operations of Chorus’ business. “EBITDA” is reconciled in the Notes on page 11 of the HY25 half year financial statements.
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.
This presentation does not constitute investment advice or a securities recommendation and has not taken into account any particular investor’s
investment objectives or other circumstances. Investors are encouraged to make an independent assessment of Chorus and the Capital Notes.
Note that references made to $ within this presentation refer to New Zealand dollars (NZD).

CAPITAL NOTES OFFER MAY 2025
New Zealand's largest fixed
line communications
infrastructure business
Table of Contents
Business overview
Our market context
Fast track to all-fibrefuture
Financial highlights
Transaction summary
Appendices
5-7
8-13
14-18
19-21
22-29
30-38
4

CAPITAL NOTES OFFER MAY 2025
Introducing Chorus
New Zealand’s largest fixed line communications business
•Chorus (CNU) is dual listed on ASX and NZX
•~NZ$3.6bn market cap at 8 May 2025
•strong operating cash flow and financial performance
oEBITDA NZ$700m (FY24)
•proven maintenance of investment grade credit rating
oS&P “BBB” stable; Moody’s “Baa2” stable
•wholesale-only business with ~90 retail service provider customers
•Chorus fibre passes 1.5m addresses, built under public-private-partnership
•~72% uptake today, striving for 80% fibre uptake by 2030
•regulated asset base and revenue cap regime on fibre
•copper network retirement enabling removal of legacy costs
•exploring market adjacencies to leverage our infrastructure assets
•COVID and economic slowdown has proven fibre’s utility value
Key credit highlights
5
•financial flexibility via NZ$450m bank facility and multi-currency bond
programmes (EMTN, AMTN and NZD retail)

CAPITAL NOTES OFFER MAY 2025
New Zealand’s largest digital infrastructure ‘neutral host’
NATIONAL REACH
~22,000km
TRANSPORT FIBRE
400Gbps
400Gbps CAPABLE DWDM
TRANSPORT NETWORK
51
POINTS OF
INTERCONNECT
EXTENSIVE
GEOGRAPHIC
DIVERSITY
62
MESH NODES
400Gbps CAPABLE
80
CORE NODES WITH
FULL DIVERSITY
ACCESS
~180,000km
ACCESS FIBRE
1-10Gbps
LAYER 2 ACCESS
PRODUCTS
DIVERSE POINT-TO-POINT
FIBRE ROUTES
EXTENSIVE ASSET BASE
~60,000km
NATIONWIDE DUCT
NETWORK
200,000
POLES
14,600
ROADSIDE CABINETS
~600
EXCHANGES
(4 EDGECENTRES)
~200,000+ km of total fibre
Connecting
~90
RETAIL SERVICE PROVIDERS
1.2m
HOMES AND BUSINESSES
3,400
MOBILE CELLSITES
2,000+
SMART LOCATIONS
6

CAPITAL NOTES OFFER MAY 2025
7
Our Road to 2030
Growth, Simplicity & Efficiency
PURPOSE
ASPIRATION
BUSINESS
MODEL
CORE
COMPETENCIES
STRATEGIC
PILLARS &
PRIORITIES
Unleashing potential through connectivity. Enabling better futures for Aotearoa
Simplified all fibre business with 80% uptake by 2030
Efficient Network
Operator
Market
Challenger
Infrastructure
Player
Tangible Assets
Regulatory
Management
Go-to-Market
L
Lead
Expand
A
Adapt
P
Pioneer
E
Leading fibre
uptake
Expand
new revenues
Achieve operational
excellence
Pioneer an
all-fibre business

CAPITAL NOTES OFFER MAY 2025CAPITAL NOTES OFFER MAY 2025
8
Our market
context

CAPITAL NOTES OFFER MAY 2025
9
The New Zealand broadband market
0
500,000
1,000,000
1,500,000
2,000,000
NZ broadband market – by retailer
SparkOne
2degrees (incl Vocus)Mercury (incl Trustpower)
ContactOthers
-
500,000
1,000,000
1,500,000
2,000,000
NZ broadband market – by technology
Chorus xDSLChorus mass market fibre
Chorus premium fibreLocal fibre companies (UFB)
Other fibre networksOne cable
Fixed (mobile) wirelessLegacy fixed wireless, satellite
Source: IDC
39%33%
24%
19%
19%
19%
5%
8%
5%
14%
16%
17%
54%
19%
4%
28%
39%
15%
12%

CAPITAL NOTES OFFER MAY 2025
10
Record data use and more peak events
•
monthly average data usage on fibre increased strongly to 642GB in March 2025 (June 2024: 623GB)
•
the proportion of fibre connections using more than 1 terabyte of data was 17% (FY24: 16%)
•
HY25 average daily peak traffic 10% higher than HY24
•
10 peak traffic events in HY25 vs 4 in HY24
Daily peak traffic on fibre network, July-December
289
642
0
100
200
300
400
500
600
700
Jun-20
Sep-20
Dec-20
Mar-21
Jun-21
Sep-21
Dec-21
Mar-22
Jun-22
Sep-22
Dec-22
Mar-23
Jun-23
Sep-23
Dec-23
Mar-24
Jun-24
Sep-24
Dec-24
Mar-25
CopperFibre
Data
usage
(GB)
* includes upstream traffic
Monthly average data usage per connection*

CAPITAL NOTES OFFER MAY 2025
11

CAPITAL NOTES OFFER MAY 2025
12
• 72% fibre uptake across Chorus fibre area as at Q3 FY25 (target: 80% by 2030)
• 1.1m total fibre connections, with slowing tailwind from copper migration
• growing fibre footprint with 1,525,000 addresses passed
Fibre growth has continued in slower market
29
21
15
-18
-15
-10
-9
-7
-7
-30
-20
-10
0
10
20
30
HY24H2 FY24HY25
Change in mass market connections
in Chorus fibre area (’000s)
FibreCopper broadbandCopper voice
%
uptake
Fibre
connections
Fibre uptake in Chorus fibre area (% of addresses passed)
70.4
70.6
70.8
71
71.2
71.4
71.6
71.8
72
72.2
0
200,000
400,000
600,000
800,000
1,000,000
1,200,000
1,400,000
1,600,000
31-Mar-24 30-Jun-24 30-Sep-24 31-Dec-24 31-Mar-25
Fibre connectionsInactive fibre sockets
Addresses passedFibre uptake (%)

CAPITAL NOTES OFFER MAY 2025
13
Offnet demand drives majority of continued 50Mbps growth
•
Home Fibre Starter (50Mbps) connections grew by net 9k connections to 77k in Q3 FY25; 66% of
gross adds were from new fibre connections or offnet (up 4% from Q2 FY24), 25% were from higher
speed plans, and 9% from legacy 50Mbps plans
•
1Gbps+ residential connections grew 2k in Q3 FY25 and comprise 25% of residential plans
•
business 500Mbps+ connections grew by 6k in Q3 FY25, driven by simplification of business plans as
at Q3 FY25
0
100,000
200,000
300,000
400,000
500,000
600,000
700,000
800,000
900,000
1,000,000
Mar-24 Jun-24 Sep-24 Dec-24 Mar-25
Residential
2Gbps+1Gbps300Mbps200Mbps
100Mbps<100MbpsVoice
0
20,000
40,000
60,000
80,000
100,000
Mar-24 Jun-24 Sep-24 Dec-24 Mar-25
Business
2Gbps+1Gbps500Mbps300Mbps
200Mbps100Mbps<100MbpsVoice
61%
25%
32%
61%

CAPITAL NOTES OFFER MAY 2025CAPITAL NOTES OFFER MAY 2025
14
Fast track to
an all-fibre
future

CAPITAL NOTES OFFER MAY 2025
15
• infrastructure revenues $77m in HY25 (target: annual $180m-$200m by 2030)
• ‘greenfield’ property activity stabilising back at pre-Covid levels (~20k-25k lots p.a.)
• steady growth in data connectivity demand (e.g. smart locations, mobile backhaul, EdgeCentre)
• IoT: proof of value trials with councils/utilities
• Sub sea cable: feasibility work underway on trans-Tasman cable
Driving digital infrastructure revenue growth

CAPITAL NOTES OFFER MAY 2025
16
2028202720262025PQP2
allowances
$210.9m$208.0m$203.6m$197.0mOpex**
$260.0m$261.3m$290.6m$327.6mCapex***
2028202720262025PQP2 MAR
$1,079.7m$1,040.8m$1,001.0m$956.9mFinal MAR
•final maximum allowable revenue (MAR) decision (December 2024) defers $256m of core
fibre asset depreciation from price-quality period 2* (PQP2)
•we expect opening core regulated asset base (RAB) to grow from $4.99bn (Commission
forecast at 13 Dec 2024) to ~$5.4bn through PQP2, based on final capex allowances and core
asset depreciation
*PQP2 is the second regulatory period, determined by the Commission on 28 February 2023 as the 4-year
period from 1 January 2025 to 31 December 2028
** opex allowance excludes ~$20m p.a. of pass-through costs included in MAR. Chorus expects to add $10m-
$20m opex p.a. (to be recovered via wash-up) as copper shuts down in CNU fibre areas
*** capex allowance may increase subject to installation demand and any future incentive proposal
Regulatory certainty on fibre to 2029

CAPITAL NOTES OFFER MAY 2025
17
• shutdown of copper in Chorus fibre areas now expected by end FY26; fewer than 19k lines in service
• 24% reduction in non-fibre area copper lines since Q3 FY24 (target: copper shutdown by 2030)
• Chorus’ ~10k premises fibre rollout is reducing copper further with 2.5k premises ready for service
and 700 connected to date (4.5k expressions of interest)
• Commerce Commission draft recommendation that regulation of copper voice and broadband
services is no longer needed to promote competition. Final report due to Government by end of 2025
Copper retirement is coming into focus
55,000
19,000
22,000
13,000
99,000
75,000
Q3 FY24Q3 FY25
Remaining copper lines
CNU fibre areaLFC fibre areaNon-fibre area
0
2
4
6
8
10
12
Chorus UFB LFC UFB Rest of NZ (non
UFB)
Copper – reactive fault spend by area
H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25
$m
-39%
176,000
107,000

CAPITAL NOTES OFFER MAY 2025
18
Fibre enables a more resilient future
• fibre broadband has a much lower fault rate than copper (~5% vs ~30% per annum) and is widely
recognised as the most energy efficient broadband technology
• Chorus carried 8% more data traffic in FY24, but reduced electricity usage by 3% by removing legacy
equipment
• reduced electricity use and ~87% renewable generation in the NZ electricity grid (March 2024) saw our
FY24 Scope 1 & 2 emissions reduce by 39% against our FY20 base year (target = 62% reduction by
FY30)

CAPITAL NOTES OFFER MAY 2025CAPITAL NOTES OFFER MAY 2025
19
Financial
highlights

CAPITAL NOTES OFFER MAY 2025
20
FY24 overview

CAPITAL NOTES OFFER MAY 2025
21
($m)As at 31 Dec 2024
2,774Borrowings
314+ PV of crown debt securities
(senior portion)
166+ Net leases payable
3,254Sub total
83- Cash
3,171Total net debt
4.54xNet debt/EBITDA*
Leverage: 4.54x net debt/EBITDA
200
500
200
514
820
325
85
105
167
210
85
112
207
364
0
100
200
300
400
500
600
700
800
900
2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036
Crown equity securitiesCrown debt securities
AUD MTNEUR MTN
NZ Bond
NZ $M
Term debt maturity profile

prior periods ND/EBITDA: HY24 4.56x; FY24 4.42x

ratings agency thresholds: S&P 5.0x, Moody’s 5.25x

financial covenants require senior debt ratio to be no greater than 5.5x

borrowings increased $105m from $2,669m (FY24)
oLong-term bank facilities of $450m ($215m drawn)
o~70% of interest rate exposure fixed for 3 years
*based on S&P and bank covenant methodologies

CAPITAL NOTES OFFER MAY 2025CAPITAL NOTES OFFER MAY 2025
22
Transaction
summary

CAPITAL NOTES OFFER MAY 2025
23
Key terms of the Capital Notes
* Application has been made to NZX for permission to quote the Capital Notes on the NZX Debt Market and all the requirements of NZX relating thereto have
been complied with on or before the distribution of the PDS have been duly complied with. However, NZX accepts no responsibility for any statement in the PDS
or this presentation. NZX is a licensed market operator, and the NZX Debt Market is a licensed market under the FMCA
Chorus Limited (“Chorus”)
Issuer
Unsecured, subordinated, redeemable, cumulative, interest-bearing debt securities
Description
Proceeds of the offer will be used to fund the partial repayment and redemption of the Crown Funding Securities due 30 June 25
Purpose
Chorus is the issuer and the sole obligor in respect of the Capital Notes. No other person guarantees the Capital Notes
No guarantee
The Capital Notes will rank equally along themselves and will be subordinated to all other indebtedness of Chorus, other than indebtedness expressed to
rank equally with, or subordinated to, the Capital Notes
Ranking
Expected Capital Notes issue credit ratingChorus issuer credit rating
Credit ratings
BB+BBB (Stable)S&P Global Ratings (“S&P”)
Baa3/Baa1Baa2 (Stable)Moody’s Investors Service, Inc (“Moody’s”)
S&P’s expected issue credit rating of the Capital Notes is two notches below S&P’s issuer credit rating for Chorus. One notch is deducted due to the Capital
Notes being subordinated and a second notch due to the potential for interest payments to be deferred
Moody’s expected issue credit rating of the Capital Notes is Baa3. This is one notch below Moody’s issuer credit rating for Chorus
Up to $170m
Issue amount
31 years (maturing 3 June 2056)
Term
3 June 2031 and every 5 years thereafter
Reset Dates
On any date falling in the period of 3 months prior to the First Reset Date, any Reset Date, any Interest Payment Date after a Reset Date, or at any time if a
Tax Event or Rating Agency Event occurs or if there are less than 100m Capital Notes on issue
Optional early
redemption by Chorus
The initial Interest Rate until the First Reset Date will be set following a bookbuild on 22 May 2025 as the sum of the 6 Year Benchmark Rate on the Rate
Set Date plus the Initial Margin, subject to the Minimum Initial Interest Rate
If not redeemed earlier, on each Reset Date the Interest Rate will be reset to the 5 Year Benchmark Rate on the relevant Reset Date plus the Applicable
Margin
Interest Rate
Payment of interest can be deferred at any time for up to five years at the sole discretion of Chorus, with a distribution stopper in place while any unpaid
interest remains outstanding
Deferred interest is cumulative
Discretionary deferral
of interest
It is expected the Capital Notes will be quoted under the ticker code CNU050 on the NZX Debt Market
Quotation*

CAPITAL NOTES OFFER MAY 2025
24
Interest payments
Interest deferral
An interest payment may be deferred at Chorus’ discretion for up to
5 years
If deferred, the unpaid interest will remain owing and will itself
accrue interest at the prevailing Interest Rate on the Capital Notes
(in aggregate, the “Unpaid Interest”)
If there is any Unpaid Interest outstanding, Chorus shall not:
•pay any dividends, distributions or payments of interest on any
shares or securities ranking in liquidation pari passu with or after
the Capital Notes; or
•acquire, redeem or repay any share or other security ranking in
liquidation pari passu with or after the Capital Notes (or provide
financial assistance for the acquisition of such shares or
securities)
Interest Rate
The Initial Margin and Interest Rate for the period until the First
Reset Date (3 June 2031) will be set following the Bookbuild
If not redeemed prior, the Interest Rate to apply following the First
Reset Date will be the sum of the 5 Year Benchmark Rate on the
relevant Reset Date plus the Applicable Margin
The Applicable Margin means:
•from the First Reset Date to the First Step-up Date (3 June 2036),
the Initial Margin
•from the First Step-up Date to the Second Step-up Date (3 June
2051), the Initial Margin plus 0.25% per annum
•from the Second Step-up Date, the Initial Margin plus 1.00% per
annum

CAPITAL NOTES OFFER MAY 2025
25
Issuer redemption rights
The redemption price will be:
If redemption is on the Maturity Date, following an Event of Default,
on a Reset Date, on any date falling in the period of 3 months prior
to the First Reset Date, where there are less than 100m Capital
Notes on issue or due to the occurrence of a Tax Event:
i) the Principal Amount plus Unpaid Interest plus accrued interest
If redemption occurs on any Interest Payment Date after a Reset
date, or due to the occurrence of a Rating Agency Event, the higher
of:
i) the Principal Amount plus Unpaid Interest plus accrued interest;
and
ii) the market price, which will include accrued interest
A partial redemption will be permitted only to the extent there will
be at least 100m Capital Notes outstanding after the partial
redemption
Chorus must redeem all the Capital Notes on the Maturity Date
The Supervisor may elect (and must elect if directed by a Noteholder
Extraordinary Resolution) to demand repayment of all the Capital
Notes early if an Event of Default occurs which is continuing
Chorus also has a right to redeem all or some Capital Notes:
(i) on any Reset Date
(ii) on any date falling in the period of 3 months prior to the First
Reset Date
(iii) on any Interest Payment Date after a Reset Date
(iv) at any time if a Tax Event or Rating Agency Event occurs
Chorus may also elect to redeem all Capital Notes at any time if
there are less than 100m Capital Notes on issue

CAPITAL NOTES OFFER MAY 2025
26
Early redemption drivers
2046- Year 212051- Year 262031 -Year 62036- Year 11
•Capital Notes are redeemable at
par whereas any subsequent call
between Reset Dates will be at
the higher of par and market
value (unless less than 100m
Capital Notes on issue or due to
the occurrence of a Tax Event)
•S&P equity content falls to
minimal (0%), S&P treats the
Capital Notes as 100% debt in
Chorus’ financial ratios
•The outcomes of not redeeming
are not consistent with the
rationale for the issue
•First Step-up Date, after which
the margin will increase by
0.25% (Applicable Margin =
Initial Margin plus 0.25%)
•Moody’s equity content falls to
0%, Moody’s treats the Capital
Notes as 100% debt in Chorus’
financial ratios
•Second Step-up Date, after
which the margin will increase
by 0.75% (Applicable Margin =
Initial Margin plus 1.00%)
•Notwithstanding these early redemption drivers, Chorus considers that hybrid securities that are ascribed equity content, such as the Capital Notes,
will be a key feature of its capital structure going forward
•As such, if Chorus chooses to redeem the Capital Notes early, current expectation is that equivalent replacement securities would be issued to fund
that redemption

CAPITAL NOTES OFFER MAY 2025
27
Chorus Capital Note vs Contact Energy capital bond - summary
1. Expected
2. CEN060 and CEN090 capital bonds currently quoted on NZX Debt Market
Note this is a high-level summary only, and does not purport to set out or compare all key terms of these issuances
Contact Energy capital bonds
2
Chorus Capital Notes
Unsecured and subordinatedUnsecured and subordinated
Ranking
QuarterlyQuarterly
Interest payments
YesYes
Interest deferral
YesYes
Distribution Stopper
YesYes
Cumulative
30 years31 years
Term
5 years6 years
First Reset Rate
Intermediate (S&P) - 50%
Intermediate (S&P) - 50%
1
Basket 'M' (Moody’s) - 50%
1
Equity content
Single step-up:
•0.25% at year 5
Two step-ups:
•0.25% at year 11; plus
•0.75% at year 26 (cumulative 1.00% above Initial Margin)
Step-ups
S&P - year 10
S&P - year 6
Moody's - year 21
Equity content cliff
S&P - BB+
S&P - BB+
1
Moody's - Baa3
1
Issue credit ratings
Reset Date, Tax Event, Rating Agency Event, any Interest Payment
Date after Reset Date, <100m on issue
Reset Date, Tax Event, Rating Agency Event, any Interest Payment
Date after Reset Date, <100m on issue, on any date during the
period falling 3 months prior to First Reset Date
Issuer early redemption
rights
YesNo
Election process

CAPITAL NOTES OFFER MAY 2025
28
Ranking of Capital Notes
1. Amounts shown above are indicative based on the financial position of Chorus as at 31 December 2024, adjusted for the issue of the Capital Notes and the repayment and redemption of the Crown Funding Securities due 30 June 2025.
They are subject to rounding adjustments
2. Liabilities that may, depending on the source of payment, rank above the Capital Notes on liquidation include employee entitlements for unpaid salaries and wages, holiday pay and bonuses, and PAYE, and amounts owing to the Inland
Revenue for unpaid taxes and goods and services tax. There are typically other liabilities which are preferred by law or secured, including enforcement costs and similar, which arise when a company is in liquidation which are not possible
to foresee and cannot therefore be quantified
3. Assuming $170m of Capital Notes are issued under the Offer. If less than $170m of Capital Notes are issued, the amount of the shortfall may be reflected in a higher amount for Chorus’ “Other subordinated liabilities” and/or
“Unsubordinated and unsecured liabilities”
4. The amount of equity stated above includes an amount in relation to Chorus’ existing quoted equity securities (i.e., Chorus’ ordinary shares which are quoted on the NZX Main Board)
Amount
1
Type of liability/equity
Ranking on
liquidation
$19m
$0m
$3,088m
Liabilities preferred by law (for example, Inland Revenue for certain unpaid taxes)
2
Other borrowings secured over assets of Chorus
Unsubordinated and unsecured liabilities, including Chorus’ bank debt, NZX-listed senior
bonds, Euro Medium Term Notes and Australian Medium Term Notes, and the Senior Portion
of the Crown Funding Debt Securities
Liabilities that rank
above the Capital
Notes
Higher ranking
/ Earlier
priority
Lower ranking
/ Later priority
$170mCapital Notes
3
Liabilities that rank
equally with the
Capital Notes
$253mSubordinated Portion of the Crown Funding Debt SecuritiesLiabilities that rank
below the Capital
Notes
$768mOther subordinated liabilities (Crown Funding Equity Securities)
$662mShares, reserves and retained earningsEquity
4

CAPITAL NOTES OFFER MAY 2025
29
Key information and timeline
Bookbuild process
Standard bookbuild process
NZX Firms, institutional investors and
other approved parties to be invited to
participate in the bookbuild process
No public pool
Minimum applications
$5,000 and multiples of $1,000
thereafter
Fees
Firm fees of 0.50%
Retail brokerage of 0.50%
Joint Lead Managers
Bank of New Zealand
Forsyth Barr
2025
2031
2036
2051
2056
3 June
3 June
3 June
3 June
Friday, 9 May
Tuesday, 3 June
Thursday, 22 May
Monday, 19 May
PDS lodgement
Closing Date (11am)
Rate Set Date
Opening Date
Indicative pricing announced
Maturity Date
Issue Date
Wednesday, 4 June
Quotation Date
3 September
First Interest Payment Date
First Reset Date
S&P equity content expected to fall to 0%
First Step-up Date
2046
3 June
Moody’s equity content expected to fall to 0%
Second Step-up Date

CAPITAL NOTES OFFER MAY 2025CAPITAL NOTES OFFER MAY 2025
30
Appendices

CAPITAL NOTES OFFER MAY 2025
31
Market information
31 March
2025
31 Dec
2024
30 Sept
2024
30 June
2024
31 March
2024
31 Dec
2023
29,00034,00040,00045,00051,00057,000Baseband
copper
(no broadband)
39,00044,00049,00056,00062,00068,000Copper ADSL
(includes naked)
39,00044,00049,00055,00062,00068,000VDSL
(includes naked)
NM1,0001,0001,0001,0001,000Data services
(copper)
1,098,0001,089,0001,083,0001,074,0001,064,0001,052,000Fibre broadband
(GPON)
9,0009,0009,00010,00010,00010,000Fibre premium
(P2P)
1,214,0001,221,0001,231,0001,241,0001,250,0001,256,000Total
connections*
Copper connections
declined 16k in Q3 and
total 107k
Total fibre connections
grew 9k in Q3 and total
1,107k
*includes ~2,000 broadband connections Chorus is subsidising for lower socio-economic households

CAPITAL NOTES OFFER MAY 2025
32
Pricing update
NotesPrice before 1 Jan 2025Current wholesale priceFibre plan - consumer
$29.11$30.59Voice line
Wholesale price applies where retail price is $65.
50/10Mbps upgrades to 100/20Mbps from end FY25.
$35$38Home starter
50/10Mbps
$50.43$53.9650/10Mbps
100Mbps is anchor service.
300/100Mbps service upgrades to 500/100Mbps
from end FY25.
$53.54$56.28100/20Mbps
300/100Mbps
$61.86$66.191Gbps
$70$74.90Hyperfibre 2Gbps
$85$90.95Hyperfibre 4Gbps
$110$117.70Hyperfibre 8Gbps
NotesPrice before 16 Dec 2024 Current wholesale price Copper pricing
Annual CPI adjustment mid-December
2024
$38.21$39.03Copper line
$51.08$52.18Copper broadband

CAPITAL NOTES OFFER MAY 2025
33
Our regulatory framework
• Chorus is required to provide wholesale services to retailers on a non-discriminatory basis
• Chorus fibre access services, excluding fibre in other fibre company areas, operate under a
Regulated Asset Base (RAB) building blocks regime. The Commerce Commission sets a Maximum
Allowable Revenue (MAR) that includes a mechanism for revenue wash-ups and inflation and is
also used for electricity lines and gas network businesses.
• copper services can be withdrawn with 6 months’ notice in areas where fibre is available and the
Commerce Commission made a draft recommendation in March to deregulate copper services
where fibre is not available.
- XXX,
Areas where fibre is available
(~87% population)
•Chorus can withdraw copper services in
accordance with Copper Withdrawal Code
set by Commission
•a RAB building blocks regime with revenue
cap applies to specified fibre access services
outside of other fibre company areas
•the building blocks regime was first
introduced for 2022-2024, with settings for
the next period 2025-2028 just confirmed
Areas where fibre is not available
(~13% population)
•Chorus supplies copper fixed line services to
a diminishing customer base
•the Commerce Commission’s final
recommendation on copper deregulation is
due to government by end of 2025
•a Telecommunications Service Obligation
(TSO) for voice services applies to
residential addresses that existed in 2001

CAPITAL NOTES OFFER MAY 2025
34
Regulatory information
2028202720262025Final building blocks revenue components
($m, nominal)
266.1269.4270.4255.1Total return on capital
408.5404.3396.6384.6Return on assets (RAB x WACC), Core fibre assets
46.254.663.874.0Return on assets (RAB x WACC), Financial loss assets
-115.3-116.1-116.7-127.1Revaluations
5.96.06.06.0Ex-ante stranding allowance
-81.7-81.8-81.9-84.9Benefit of Crown finance
2.42.52.52.5TCSD allowance
210.9208.0203.6197.0Opex allowance
439.4450.8447.3452.8Total depreciation
328.3327.5310.0299.4Core fibre assets
111.1123.3137.2153.4Financial loss assets
101.628.30.00.0Tax allowance
-11.413.511.6-13.3In-period smoothing
1,006.6970.2932.8891.5Total building blocks revenue
21.420.820.219.6Pass-through costs
51.749.847.945.8Wash-up amount (smoothed)
1,079.71,040.81,001.0956.9TOTAL

CAPITAL NOTES OFFER MAY 2025
35
Income Statement
H1
FY24
$m
H2
FY24
$m
H1
FY25
$m
503507500Operating revenue
(156)(154)(154)Operating expenses
347353346
Earnings before interest, tax,
depreciation and amortisation
(EBITDA)
(228)(234)(235)Depreciation and amortisation
119119111Earnings before interest and
income tax
(107)(110)(109)Net interest expense
1292Net earnings before income tax
(7)(23)(7)Income tax expense
5(14)(5)Net (loss)/earnings

decline in legacy revenues offsetting fibre growth

legacy costs reducing, but savings partly offset by inflation
and spend to explore new revenue opportunities

$48m total depreciation across copper assets, up from
$45m in HY24 due to acceleration on copper related poles

weighted average interest rate on debt reduced from 5.8%
to 5.7% (includes accounting adjustments)

H2 FY24 included $15m non-cash expense from law change
for deductibility of tax depreciation on buildings

CAPITAL NOTES OFFER MAY 2025
36
Capex
H1
FY24
$m
H2
FY24
$m
H1
FY25
$m
Gross capex
1178894Sustaining capex*
115107105Discretionary growth capex
232195199Gross capex
(30)(25)(24)Less Third-party contributions**
202170175Net capex
*Sustaining capex is investment to maintain, replace or improve an existing asset.
** Third-party contributions included $2m of government grants that were applied
to the balance sheet for specific projects. Other contributions were recognised as
revenue.
117
88
94
115
107
105
0
50
100
150
200
250
H1 FY24H2 FY24H1 FY25
Sustaining vs growth capex
Sustaining capexGrowth capex

CAPITAL NOTES OFFER MAY 2025
37
H1
FY24
$m
H2
FY24
$m
H1
FY25
$m
RAB capex*
292645Extending the network – growth
817054Installations – growth
313327IT & Support - sustaining
392635Network capacity - sustaining
191618Network sustain & enhance - sustaining
199171179Gross RAB capex
(24)(15)(18)lessThird-party contributions**
175156161Net RAB capex
* HY25 unaudited. Final allocation for HY25 to be determined for 2025 Information Disclosure.
**Third-party contributions are deducted from capex when calculating the value of RAB assets
H1
FY24
$m
H2
FY24
$m
H1
FY25
$m
Non-RAB capex
142Copper - growth
1264Copper - sustaining
474Other - growth
16710Other - sustaining
332420Gross non-RAB capex
(6)(10)(6)less Third-party contributions
271414Net non-RAB capex
Capex split

CAPITAL NOTES OFFER MAY 2025
38
https://company.chorus.co.nz/sustainability
Sustainability

---

Capital Notes
Indicative terms sheet
9 May 2025

Indicative terms she
et
9 May 2025
This indicative terms sheet (Terms Sheet) sets out the key terms of an offer (Offer) by Chorus Limited (Chorus) of up to
NZ$170 million of unsecured, subordinated, redeemable, cumulative, interest-bearing capital notes maturing on 3 June 2056
(Capital Notes).
This Terms Sheet is a summary only. It should be read together with the product disclosure statement for the Capital Notes
(PDS) dated 9 May 2025. The PDS is available free of charge on the online Disclose Register maintained by the Companies
O
ffice at www.disclose-register.companiesoffice.govt.nz (offer number OFR13938) or can be obtained from the Joint Lead
Managers or your usual fin ancial advice provider.
Investors should carefully consider the features of the Capital Notes which differ from the features of a standard senior bond.
Those features include the ability of Chorus to defer interest, optional redemption rights for Chorus, margin step-ups and the
subordinated nature of the Capital Notes.
Investors must obtain, and should read and carefully consider, a copy of the PDS (including the key risks discussed in section 6
of the PDS) before they apply for Capital Notes.
Unless the context otherwise
requires, capitalised terms used in this Terms Sheet have the same meaning given to them in the PDS.
2Capital Notes - Indicative Terms Sheet

Key terms of the Offer
IssuerChorus Limited (Chorus).
DescriptionThe Capital Notes are unsecured, subordinated, redeemable, cumulative, interest-bearing debt securities.
RankingIn a liquidation of Chorus, each Capital Note gives the Noteholder the right to payment of an amount equal to the
Principal Amount plus all accrued but unpaid interest. The right of Noteholders to payment of this amount will
rank:
• behind the claims of all creditors of Chorus (including under Chorus’ bank debt, senior bonds, Euro Medium
Term Notes, Australian Medium Term Notes, the Senior Portion of the Crown Funding Debt Securities, and
any amounts owing to unsubordinated general and trade creditors, as well as indebtedness preferred by law
and secured indebtedness), except for the claims and rights described below;
• equally with the claims of other Noteholders and holders of any other unsecured and subordinated
indebtedness of Chorus that rank equally with the Capital Notes; and
• ahead of the rights of National Infrastructure Funding and Financing Limited in respect of its Subordinated
Portion of its Crown Funding Debt Securities and its Crown Funding Equity Securities, Chorus’ shareholders
and holders of any other securities or obligations of Chorus that rank behind the Capital Notes.
In a liquidation of Chorus, it is unlikely that there will be surplus assets available for the liquidator to pay all amounts
owing to Noteholders in respect of the Capital Notes.
PurposeProceeds of the Offer will be used to fund the repayment and redemption of Crown Funding Securities due
30 June 2025.
No guarantee Chorus is the issuer and the sole obligor in respect of the Capital Notes. No other person guarantees the
Capital Notes.
Further indebtednessChorus may incur further debt without the consent of Noteholders. This means Chorus may, at any time, incur
further debt that ranks equally with, or in priority to, the Capital Notes.
Equity contentS&P Global Ratings is expected to assign “intermediate” equity content to the Capital Notes. Where such equity
content is assigned, S&P Global Ratings will consider that the Capital Notes comprise 50% equity when calculating
its financial ratios for Chorus.
The equity content is expected to fall to 0% from 3 June 2031.
Moody’s Investors Service, Inc is expected to assign Basket ‘M’ equity treatment. Where such equity treatment is
assigned, Moody’s Investors Service, Inc will consider that the Capital Notes comprise 50% equity when calculating
its financial ratios for Chorus.
The equity content is expected to fall to 0% from 3 June 2046.
Capital structureChorus believes that hybrid securities such as the Capital Notes that are assigned an equity content are an effective
capital management tool. Chorus intends to maintain such instruments as a key feature of its capital structure
going forward.
Credit ratingsChorus issuer credit ratingExpected Capital Notes issue credit rating
S&P Global RatingsBBB (Stable)BB+
Moody’s Investors Service, IncBaa2 (Stable)Baa3
S&P Global Ratings’ expected issue credit rating of the Capital Notes is two notches below S&P Global Ratings’
issuer credit rating for Chorus. One notch is deducted due to the Capital Notes being subordinated and a
second notch due to the potential for interest payments to be deferred.
Moody’s Investors Service, Inc’s expected issue credit rating of the Capital Notes is Baa3. This is one notch
below Moody’s Investors Service, Inc’s issuer credit rating for Chorus.
A credit rating is an independent opinion of the capability and willingness of an entity to repay its debts (in other
words, its creditworthiness). It is not a guarantee that the financial product being offered is a safe investment. A credit
rating should be considered alongside all other relevant information when making an investment decision.
A credit rating is not a recommendation by any rating organisation to buy, sell or hold Capital Notes. The above
issuer credit ratings are current as at the date of this Terms Sheet and may be subject to suspension, revision or
withdrawal at any time by the assigning rating organisation.
3Capital Notes - Indicative Terms Sheet

Issue amountUp to NZ$170 million.
The Offer is not underwritten.
Te rm 31 years (maturing 3 June 2056 (Maturity Date)) unless redeemed earlier.
Reset DatesThe First Reset Date for the Capital Notes is the date that is six years after the Issue Date (3 June 2031). There is
a further Reset Date every five years after that.
First Step-up Date3 June 2036 (11 years after the Issue Date) unless redeemed earlier.
Second Step-up Date3 June 2051 (26 years after the Issue Date) unless redeemed earlier.
Issue price and
Principal Amount
NZ$1.00 per Capital Note.
Interest RateThe Interest Rate will be fixed for an initial period of six years, after which it will be reset on each Reset Date (if
not redeemed prior).
The Interest Rate from the Issue Date until the First Reset Date (3 June 2031) will be the greater of:
• the sum of the 6 Year Benchmark Rate on the Rate Set Date (22 May 2025) plus the Initial Margin; and

• the Minimum Initial Interest Rate.
The initial Interest Rate and the Initial Margin will be announced by Chorus via NZX on or about the Rate Set Date.
If not redeemed prior, the Interest Rate to apply from the First Reset Date, and each subsequent Reset Date up
to (but excluding) the next Reset Date will be the sum of the 5 Year Benchmark Rate on the relevant Reset Date
plus the Applicable Margin.
The Applicable Margin means:
• from (and including) the First Reset Date to (but excluding) the First Step-up Date (3 June 2036), the Initial
Margin;
• from (and including) the First Step-up Date to (but excluding) the Second Step-up Date (3 June 2051), the
Initial Margin plus 0.25% per annum; and
• from (and including) the Second Step-up Date, the Initial Margin plus 1.00% per annum.
If not redeemed prior, when the Interest Rate is reset on a Reset Date, the new Interest Rate will be announced
by Chorus via NZX on or about the relevant Reset Date.
Minimum Initial
Interest Rate
The Minimum Initial Interest Rate will be announced by Chorus via NZX on or about the Opening Date.
The Minimum Initial Interest Rate only applies to the determination of the initial Interest Rate. It does not apply
to the determination of the Interest Rate when it is reset on any Reset Date.
6 Year
Benchmark Rate
The mid-market NZD swap rate for a 6 year term commencing on the Issue Date, determined according to
market convention on the Rate Set Date, with reference to Bloomberg page ‘ICNZ4’ (or any successor page) and
expressed as a percentage rate per annum on a quarterly basis (rounded to two decimal places, if necessary,
with 0.005 rounded up).
5 Year
Benchmark Rate
The mid-market NZD swap rate for a 5 year term commencing on the relevant Reset Date (or if that is not
a Business Day, on the immediately following Business Day (unless that falls in the next calendar month, in
which case it shall instead be on the immediately preceding Business Day)), determined according to market
convention at or around 11.00am New Zealand time on the Reset Date, with reference to Bloomberg page
‘ICNZ4’ (or any successor page) and expressed as a percentage rate per annum on a quarterly basis (rounded to
two decimal places, if necessary, with 0.005 rounded up).
Initial MarginThe indicative Initial Margin range will be announced by Chorus via NZX on or about the Opening Date.
The actual Initial Margin for the Capital Notes (which may be above or below the indicative Initial Margin range)
will be determined by Chorus (in consultation with the Joint Lead Managers) through the Bookbuild and will be
announced by Chorus via NZX on or about the Rate Set Date.
Payment of interestInterest will be payable in equal amounts on each scheduled Interest Payment Date.
If the Capital Notes are redeemed on a date that is not a scheduled Interest Payment Date, the interest payable
on the date of redemption will be calculated on the basis of the number of days from (and including) the
previous Interest Payment Date to (but excluding) the date of redemption.
Interest payments will be made to the Noteholder on the relevant Record Date.
4Capital Notes - Indicative Terms Sheet

Interest Payment DatesInterest is scheduled to be paid quarterly in arrear on 3 March, 3 June, 3 September and 3 December in each
year during the term of the Capital Notes and on the date on which the Capital Notes are repaid. Interest
accrues on the Capital Notes from (and including) the Issue Date until (but excluding) the date on which they
are redeemed.
The First Interest Payment Date is 3 September 2025.
Discretionary deferral
of interest
Chorus may, in its absolute discretion, defer any payment of interest on the Capital Notes for up to five years.
If any interest payment is deferred, the unpaid interest will remain owing and will itself bear interest.
Chorus’ right to defer interest does not apply to interest that is due to be paid on the Maturity Date or on any
other date on which Chorus has elected to redeem Capital Notes.
Deferral of interest is not an Event of Default.
See section 3 of the PDS (Terms of the Offer) for more information.
Distribution Stopper While any unpaid interest is outstanding, Chorus must not:
• pay any dividend on, or make any other distribution in respect of, any of their ordinary shares or any of their
other securities or obligations that rank, in liquidation, pari passu or after the Capital Notes; or
• acquire, redeem or repay any of their ordinary shares or any of their other securities that rank, in liquidation, pari
passu or after the Capital Notes (or provide financial assistance for the acquisition of such shares or securities).
These are the “Restrictions on Deferral”.
See section 3 of the PDS (Terms of the Offer) for more information.
Optional early
redemption by Chorus
Chorus may choose to redeem the Capital Notes early in certain circumstances.
Chorus may choose to redeem all or some of the Capital Notes:
• on any date falling in the period of three months prior to the First Reset Date;
• on any Reset Date;
• on any Interest Payment Date after a Reset Date; or
• at any time if a Tax Event or Rating Agency Event occurs.
Chorus may choose to redeem all (but not some only) of the Capital Notes at any time if there are less than
100 million Capital Notes on issue.
If Chorus chooses to redeem some (but not all) of the Capital Notes early, at least 100 million Capital Notes
must remain outstanding after the partial redemption. Any partial redemption will be done on a proportionate
basis but may include adjustments to take account of the effect on marketable parcels and other logistical
considerations.
See section 3 of the PDS (Terms of the Offer) for more information.
Mandatory redemptionChorus must redeem all the Capital Notes on the Maturity Date.
If an Event of Default occurs and is continuing, the Supervisor may (and must if directed by a Noteholder
Extraordinary Resolution) declare the Principal Amount and any accrued interest of the Capital Notes due and
payable.
Tax EventIn summary, a Tax Event will occur if Chorus receives an opinion from a reputable legal counsel or other
reputable tax adviser that, as a result of an amendment, change or clarification of the legislation, regulation,
etc., the interest payments on the Capital Notes would no longer be fully deductible for tax purposes.
Rating Agency EventIn summary:
• Chorus receives notice from a Rating Agency that, as a result of a change of criteria, the Capital Notes will
no longer have the same equity content classification from that Rating Agency as they had immediately
prior to the change in criteria; or
• Chorus ceases to hold an issuer credit rating from at least one Rating Agency.
Rating AgencyS&P Global Ratings or Moody’s Investors Service, Inc.
5Capital Notes - Indicative Terms Sheet

Events of DefaultIn summary:
• Chorus fails to pay any deferred interest (plus all accrued but unpaid interest on the deferred interest) by the
fifth anniversary of its original deferral and such non-payment is not remedied within three Business Days;
• Chorus fails to comply with the Restrictions on Deferral;
• Chorus fails to pay any amount required to be paid on the redemption of the Capital Notes and such non-
payment is not remedied within two Business Days; or
• an insolvency event of Chorus occurs.
Amount payable
on redemption or
purchase
If the Capital Notes are redeemed:
• on the Maturity Date;
• on any date falling in the period of three months prior to the First Reset Date;
• following an Event of Default;
• on a Reset Date; or
• at any time if a Tax Event occurs or there are less than 100 million Capital Notes on issue,
Noteholders will receive an amount equal to the Principal Amount ($1.00), any Unpaid Interest and all accrued
but unpaid interest for each Capital Note repaid or purchased.
If the Capital Notes are redeemed:
• on any Interest Payment Date after a Reset Date; or
• at any time if a Rating Agency Event occurs,
Noteholders will receive an amount equal to the greater of:
• the Principal Amount, any Unpaid Interest and all accrued but unpaid interest; or
• the market price of the Capital Note (as determined in accordance with the Supplemental Deed) which will
include accrued interest at the relevant time,
for each Capital Note repaid.
Record DateIn relation to payments of interest, the close of business on the 10
th
day before the relevant scheduled Interest
Payment Date (prior to any adjustment to the Interest Payment Date to fall on a Business Day). If at any time the
Record Date is not a Business Day, then the Record Date will be the immediately preceding Business Day.
Minimum application
amount
NZ$5,000 with multiples of NZ$1,000 thereafter.
Transfer restrictionsCapital Notes may only be transferred in aggregate Principal Amount multiples of NZ$1,000 and after any
transfer the transferor and the transferee must each hold Capital Notes with an aggregate Principal Amount of
no less than NZ$5,000, or no Capital Notes.
NZX Debt Market
quotation
Chorus intends to have the Capital Notes quoted on the NZX Debt Market. NZX ticker code CNU050 has been
reserved for the Capital Notes.
NZX takes no responsibility for the content of this Terms Sheet or the PDS.
NZX is a licensed market operator and the NZX Debt Market is a licensed market under the Financial Markets
Conduct Act 2013.
ISINNZCNUDT007C7
Business DaysA day (other than a Saturday or Sunday) on which banks are generally open for business in Auckland and
Wellington.
If a payment date is not a Business Day, Chorus will make payment on the next Business Day, but no adjustment
will be made to the amount of interest payable.
Governing lawNew Zealand.
Who may apply for
Capital Notes
Only clients of the Joint Lead Managers and other Primary Market Participants and approved financial
intermediaries invited to participate in the Bookbuild can apply for the Capital Notes.
Securities RegistrarComputershare Investor Services Limited.
SupervisorThe New Zealand Guardian Trust Company Limited.
6Capital Notes - Indicative Terms Sheet

ArrangerForsyth Barr Limited.
Joint Lead ManagersBank of New Zealand and Forsyth Barr Limited.
BrokerageChorus will pay retail brokerage of 0.50% and firm allocation fees of 0.50% to Primary Market Participants and
approved financial intermediaries (as applicable).
Selling restrictionsThe PDS only constitutes an offer of Capital Notes in New Zealand.
Chorus has not taken and will not take any action which would permit a public or regulated offering of Capital
Notes, or possession or distribution of any offering material in respect of the Capital Notes, in any country or
jurisdiction other than New Zealand.
The Capital Notes may only be offered for sale or sold in compliance with all applicable laws and regulations in
any country or jurisdiction in which they are offered, sold or delivered.
Non-relianceThis Terms Sheet does not constitute a recommendation by the Arranger, the Joint Lead Managers, the
Supervisor or any of their respective directors, officers, employees, agents or advisers to subscribe for, or
purchase, any of the Capital Notes.
The Arranger, the Joint Lead Managers and the Supervisor have not independently verified the information
contained in this Terms Sheet. None of the Arranger, the Joint Lead Managers, the Supervisor nor their
respective directors, officers, employees, agents or advisers gives any warranty or representation that this
Terms Sheet is accurate or reliable and they take no responsibility for it.
7Capital Notes - Indicative Terms Sheet

Key dates
PDS lodgementFriday, 9 May 2025
Opening DateMonday, 19 May 2025
Closing DateThursday, 22 May 2025 at 11.00am
Rate Set DateThursday, 22 May 2025
The initial Interest Rate and Initial Margin for the Capital Notes will
be determined and announced on this date.
Issue Date and allotment dateTuesday, 3 June 2025
Expected date of initial quotation and trading
of the Capital Notes on the NZX Debt Market
Wednesday, 4 June 2025
First Reset Date3 June 2031
First Step-up Date3 June 2036
Second Step-up Date3 June 2051
Maturity Date3 June 2056
The Opening Date and the Closing Date may change. Chorus has the right in its absolute discretion to change the Opening
Date and/or the Closing Date to be earlier or later. If Chorus changes the Opening Date and/or the Closing Date, the changes
will be announced as soon as reasonably practicable by Chorus via NZX. If the Closing Date is changed, other key dates may
be changed accordingly.
Chorus reserves the right to cancel the Offer and the issue of the Capital Notes.
8Capital Notes - Indicative Terms Sheet

Other information
Contact details
Arranger and Joint Lead Manager
Forsyth Barr Limited
Level 22, NTT Tower
157 Lambton Quay
Wellington 6011
Phone: 0800 367 227
Legal advisers to Chorus
Chapman Tripp
Level 34/15 Customs Street West
Auckland 1010
Issuer
Chorus Limited
Level 10, 1 Willis Street
Wellington 6011
PO Box 632
Wellington 6140
Phone: 0800 600 100
Securities Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Private Bag 92119
Victoria Street West
Auckland 1142
Phone: +64 9 488 8700
Supervisor
The New Zealand Guardian Trust Company Limited
Level 6, 191 Queen Street
Auckland 1010
The terms and conditions of the Capital Notes are set out in
the Trust Deed, as supplemented by the Supplemental Deed.
Noteholders are bound by, and are deemed to have notice of,
the Trust Deed, as supplemented by the Supplemental Deed.
You can obtain a copy of the Trust Deed and Supplemental
Deed from the Disclose Register at www.disclose-register.
companiesoffice.govt.nz (offer number OFR13938).
Before making any investment decision, you should consider
the suitability of an investment in the Capital Notes in light
of your individual risk profile for investments, investment
objectives and personal circumstances (including financial
and taxation issues) and consult your financial advice provider.
Joint Lead Manager
Bank of New Zealand
Level 6, BNZ Place
80 Queen Street
Auckland 1010
Phone: +64 9 924 9602
9Capital Notes - Indicative Terms Sheet

Directory
Registered Offices
NEW ZEALAND
Level 10, 1 Willis Street
Wellington, New Zealand
Phone: +64 800 600 100
AUSTRALIA
C/– MUFG Corporate Governance Pty Limited
Level 41, 161 Castlereagh Street,
Sydney, NSW 2000, Australia
Phone: +61 2 8280 7355
https://company.chorus.co.nz/investors/services/bond-and-noteholders
ARBN 152 485 848