Chorus lodges replacement product disclosure statement

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

Email: company.secretary@chorus.co.nz




STOCK EXCHANGE ANNOUNCEMENT

23 May 2025


Chorus lodges replacement product disclosure statement for Capital Notes offer

On 9 May 2025, Chorus Limited (Chorus) announced an offer of up to $170 million of
unsecured, subordinated, redeemable, cumulative, interest-bearing capital notes (Capital
Notes) to investors in New Zealand (Offer).
On 19 May 2025, Chorus announced the Offer had been delayed, awaiting confirmation
from S&P Global Ratings (S&P) of its equity content treatment of the Capital Notes.
On 21 May 2025, Chorus announced it had received confirmation from S&P and expected
to lodge a replacement Product Disclosure Statement (PDS) for the Offer this week.
Chorus has now lodged a replacement PDS dated 23 May 2025 for the Offer, including
updated dates for offer open, rate set, offer close, interest payments, step-ups and
maturity, and confirmation of the credit ratings for the Capital Notes.
The Offer is expected to open on 26 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 29 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 6 June
2025 and quoted on the NZX Debt Market on 9 June 2025.
Details of the Offer and the Capital Notes are contained in the replacement 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 or request further detail 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.
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 is a replacement product disclosure statement. It replaces the product disclosure
statement dated 9 May 2025 for the offer of 31 year unsecured, subordinated,
redeemable, cumulative, interest-bearing capital notes by Chorus Limited.
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
23 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 $3.5 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 (6 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 (6 June 2031) will be the greater of:
• the sum of the 6 Year Benchmark Rate on the Rate Set Date (29 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 (6 June 2036), the Initial
Margin;
• from (and including) the First Step-up Date to (but excluding) the Second Step-up Date (6 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 6 March, 6 June, 6 September and 6 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 6 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 (6 June 2031) and every five years thereafter.
First Step-up Date6 June 2036 (11 years after the Issue Date) unless redeemed earlier.
Second Step-up Date6 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, 26 May 2025.
Closing DateThursday, 29 May 2025 at 11.00am.
Issue DateFriday, 6 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 the Capital Notes’ 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.
The Capital Notes have 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, the Capital Notes have been assigned an
issue credit rating of:
• BB+ by S&P; and
• Baa3 by Moody’s.
S&P
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
STRONG
ADEQUATE
LESS
VULNERABLE
MORE

VULNERABLE
CURRENTLY
VULNERABLE
CURRENTLY
HIGHLY

VULNERABLE

Moody’s
CAPITAL NOTE ISSUE
CREDIT RATING Baa3
RATINGAaaAaABaaBaaBaBCaaCa
Summary description
(credit risk)
MINIMALVERY LOWLOWMODER ATEMODERATESUBSTANTIALHIGHVERY HIGH
LIKELY IN, OR
VERY NEAR,
DEFAULT
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, 26 May 2025
Announcement of Minimum Initial Interest Rate
and indicative Initial Margin range
Monday, 26 May 2025
Closing DateThursday, 29 May 2025 at 11.00am
Rate Set DateThursday, 29 May 2025
Issue Date and allotment dateFriday, 6 June 2025
Expected date of initial quotation and trading
of the Capital Notes on the NZX Debt Market
Monday, 9 June 2025
Interest Payment Dates6 March, 6 June, 6 September and 6 December in each year*
First Interest Payment Date6 September 2025
First Reset Date6 June 2031
First Step-up Date6 June 2036
Second Step-up Date6 June 2051
Expected date of equity content falling to 0%6 June 2031 for S&P
6 June 2046 for Moody’s
Maturity Date6 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 6 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 has assigned “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 6 June 2031.
Moody’s has assigned 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 6 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 (6 June 2031) will be the greater of:
• the sum of the 6 Year Benchmark Rate on the Rate Set Date (29 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 (6 June 2036), the
Initial Margin;
• from (and including) the First Step-up Date to (but excluding) the Second Step-up Date (6 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 (26 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.
* S&P will treat any amount exceeding its 15% hybrid capitalisation threshold as 100% debt in its adjusted credit metrics.
7Chorus Product Disclosure Statement

Interest Payment Dates Quarterly in arrear on 6 March, 6 June, 6 September and 6 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 6 September 2025.
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
(6 June 2036), the Initial Margin;
• from (and including) the First Step-up Date
to (but excluding) the Second Step-up Date
(6 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 29 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, 29 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
6 September 2025.
First Reset Date6 June 2031 (six years after the Issue Date)
unless redeemed earlier.
First Step-up Date6 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
6 March, 6 June, 6 September and 6 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 6 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 DateFriday, 6 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 Date6 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, 26 May 2025.
PDSThis replacement product disclosure statement
for the Offer dated 23 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, 29 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
6 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
on 23 May 2025 and as further 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